NOMINATION OF PROXY / VOTE BY CORRESPONDENCE

The Annual General Meeting of Novo Nordisk A/S will be held on Thursday 21 March 2024 at 2:00 p.m. CET

Proxy voting/voting by correspondence

If you do not attend the Annual General Meeting yourself, you may vote by correspondence or appoint the Board of Directors or a third party as your proxy to represent you at the Annual General Meeting.

PLEASE TICK ONE BOX ONLY:

I hereby give proxy to the Board of Directors of Novo Nordisk A/S, or a substitute duly appointed by the Board of Directors, to vote on my/our behalf at the general meeting in accordance with the recommendations of the Board of Directors, as stated below. Proxies should reach Computershare A/S no later than Friday 15 March 2024 end of day (CET).

I hereby give proxy to the following third party:

Name, address and email address (please use capital letters)

to vote on my/our behalf at the general meeting. Proxies should reach Computershare A/S no later than Friday 15 March 2024 end of day (CET).

I request an admission card for an advisor to attend together with my proxy holder:

Name (please use capital letters)

Proxy instructions: In the table below, I have indicated how I wish the Board of Directors to vote on my behalf at the general meeting. Proxy instructions should reach Computershare A/S no later than Friday 15 March 2024 end of day (CET).

Voting by correspondence: In the table below, I have indicated how I wish to vote at the Annual General Meeting. Please note that a vote by correspondence cannot be withdrawn and it should reach Computershare A/S no later than Wednesday 20 March 2024 at noon (CET).

Name and address:_______________________________________

_______________________________________________________

VP account number:_______________________________________

Please send this form to: agm@computershare.dkor by post to:

Computershare A/S Lottenborgvej 26 D DK-2800 Kgs. Lyngby

Agenda of the Annual General Meeting to be held on Thursday 21 March 2024

Recommen-

dation by

at 2:00 p.m. CET (short form, please refer to the notice for the complete

FOR

AGAINST

ABSTAIN

the Board

agenda)

1.

The Board of Directors' oral report on the Company's activities in the past

financial year

2.

Presentation and adoption of the audited Annual Report 2023

For

3.

Resolution to distribute the profit according to the adopted Annual Report 2023

For

4.

Presentation of and advisory vote on the Remuneration Report 2023

For

5.

Remuneration:

5.1 Approval of the remuneration of the Board of Directors for 2024

For

5.2 Indemnification of the Board of Directors and Executive Management

(a) Indemnification of the Board of Directors

For

(b) Indemnification of the Executive Management

For

(c) Amendments to the Articles of Association

For

5.3 Approval of the Remuneration Policy

For

6.

Election of members to the Board of Directors:

6.1 Re-election of Helge Lund as chair

For

6.2 Re-election of Henrik Poulsen as vice chair

For

6.3 Election of other members to the Board of Directors

Re-election of Laurence Debroux

For

Re-election of Andreas Fibig

For

Re-election of Sylvie Grégoire

For

Re-election of Kasim Kutay

For

Re-election of Christina Law

For

Re-election of Martin Mackay

For

7.

Appointment of auditor

Appointment of Deloitte Statsautoriseret Revisionspartnerselskab

For

8.

Proposals from the Board of Directors and/or shareholders:

8.1 Reduction of the Company's B share capital by nominally DKK 4,500,000 by

For

cancellation of B shares

8.2 Authorisation to the Board of Directors to allow the Company to repurchase

For

own shares

8.3 Authorisation to the Board of Directors to increase the Company's share capital

For

9.

Any other business

If the form is only dated and signed it will be considered a proxy to the Board of Directors in accordance with the recommendations of the Board of Directors as indicated in the table. If the type of proxy/vote by correspondence is not indicated by checking one of the boxes above, but the form is otherwise completed and signed, the form will be considered as a vote by correspondence.

The proxy applies to all items discussed at the general meeting. In the event new proposals are submitted, including amendments or proposals for election of members to the Board of Directors or appointment of auditor not on the agenda, the proxy holder will vote on your behalf according to his/her best belief. Vote by correspondence will be taken into account if a new proposal is substantially the same as the original. The proxy/vote by correspondence is valid for shares I/we hold at the record date, Thursday 14 March 2024, calculated on the basis of the share register and notifications of ownership, which the company has received but not yet registered in the share register. If a subsequent general meeting is convened due to lack of quorum at the Annual General Meeting on 21 March 2024, a proxy will be valid for such subsequent general meeting. In that event votes by correspondence must be re-submitted. The proxy may be revoked at any time by written notice to the registrar, Computershare A/S, by email to agm@computershare.dk,please note your VP account number in your revocation notice.

Date

Signature

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Novo Nordisk A/S published this content on 20 February 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 March 2024 14:36:09 UTC.