BAGSVAERD, DENMARK--(Marketwire - February 26, 2010) -
Annual General Meeting of Novo Nordisk A/S
Annual General Meeting on 24 March 2010
The ordinary Annual General Meeting will be held on
Wednesday 24 March 2010 at 2.00 pm (CET)
Novo Nordisk is a healthcare company and a world leader in diabetes care. In addition, Novo Nordisk has a leading position within areas such as haemostasis management, growth hormone therapy and hormone replacement therapy. Novo Nordisk manufactures and markets pharmaceutical products and services that make a significant difference to patients, the medical profession and society. With headquarters in Denmark, Novo Nordisk employs more than 29,300 employees in 76 countries, and markets its products in 179 countries. Novo Nordisk’s B shares are listed on the stock exchanges in Copenhagen and London. Its ADRs are listed on the New York Stock Exchange under the symbol ‘NVO’. For more information, visit novonordisk.com < http://www.novonordisk.com/ >.
Further information: Media: Investors: Mike Rulis Klaus Bülow Davidsen Tel: (+45) 4442 3573 Tel: (+45) 4442 3176 mike@novonordisk.com klda@novonordisk.com Kasper Roseeuw Poulsen Tel: (+45) 4442 4471 krop@novonordisk.com In North America: In North America: Sean Clements Hans Rommer Tel: (+1) 609 514 8316 Tel: (+1) 609 919 7937 secl@novonordisk.com hrmm@novonordisk.com
Company Announcement no 11 / 2010
The notice for the Annual General Meeting and proposal for revised Incentive Guidelines are attached.
Appendix to Novo Nordisk A/S’ AGM Company Announcement dated 26 February 2010
To the shareholders of Novo Nordisk A/S
The Company will conduct its Annual General Meeting on
Wednesday 24 March 2010 at 2.00 pm (CET)
at Bella Center, Center Boulevard 5, 2300 Copenhagen, Denmark.
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 2009.
3. Approval of the remuneration of the Board of Directors for 2009 and 2010.
4. A resolution to distribute the profit according to the adopted Annual Report 2009.
5. Election of members to the Board of Directors.
All board members elected by the Annual General Meeting are up for election. The Board of Directors proposes re-election of the current board members elected by the Annual General Meeting: Sten Scheibye, Gran A Ando, Henrik GOErtler, Pamela J Kirby, Kurt Anker Nielsen, Hannu Ryöppönen and Jzrgen Wedel.
6. Election of auditor.
The Board of Directors proposes re-election of PricewaterhouseCoopers.
7. Proposals from the Board of Directors:
7.1 Amendments to the Articles of Association
The Board of Directors proposes the following amendments to the Articles of Association:
(A) Amendments relating to the new Danish Companies Act:
(i) Mandatory Amendments (notice period for convening the general meeting changed to 3-5 weeks prior to general meeting, deadline for submission of shareholder proposals changed to 6 weeks prior to general meeting, introduction of a mandatory record date, amendment of deadline for admission cards to 3 days prior to general meeting)
(ii) Consequential Editorial Amendments (various editorial amendments of references and wording to reflect revised terminology in the new Danish Companies Act)
(B) Other Amendments
(i) Articles 5.1, 5.10 and Article 17.2 (to be renumbered to Article 18.2) (adoption of generic reference to “central securities depository” to replace reference to Vaerdipapircentralen A/S, now VP Securities A/S)
(ii) Articles 8.2, 11.2 and 11.4 (direct election by the Annual General Meeting of the chairman and vice chairman of the Board of Directors)
(iii) Article 13.1 (to be renumbered to Article 14.1) (amendment of the rule of signature)
(iv) New Article 13 (English as corporate language)
(v) Article 16.2 (to be renumbered to Article 17.2) (amendment of wording to reference to applicable law re annual report)
(vi) Article 17.2 (to be renumbered to Article 18.2) (deletion of sentence on lapse of the right to dividends).
7.2 Reduction of the Company’s B share capital from DKK 512,512,800 to DKK 492,512,800 by cancellation of 20,000,000 B shares of DKK 1 each from the Company’s own holdings of B shares at a nominal value of DKK 20,000,000, equal to slightly more than 3.2% of the total share capital. After implementation of the share capital reduction, the Company’s share capital will amount to DKK 600,000,000, divided into A share capital of DKK 107,487,200 and B share capital of DKK 492,512,800.
7.3 Authorisation of the Board of Directors, until the next Annual General Meeting, to allow the Company to acquire own shares of up to 10% of the share capital and at the price quoted at the time of the purchase with a deviation of up to 10%.
7.4 Amendments to the Incentive Guidelines.
8. Authorisation to the chairman of the meeting.
9. Miscellaneous.
Elaboration and statement explaining the proposals:
Re agenda item 3:
The Board of Directors proposes that the Annual General Meeting 2010 approve the actual remuneration of the Board of Directors for 2009 as well as the remuneration level for 2010.
For 2010, the Board of Directors proposes the same remuneration structure and levels as for 2009.
Reference is made to pages 39-40 and pages 78-80 of the Annual Report 2009.
Re agenda item 4:
The proposed dividend for 2009 is DKK 7.5 for each Novo Nordisk B share of DKK 1 and for each Novo Nordisk A share of DKK 1. This is a 25 % increase compared with the dividend for the fiscal year 2008 (DKK 6.00 for each share of DKK 1.00). No dividend will be paid on the Company’s holding of its own shares.
Re agenda item 5:
Novo Nordisk A/S is aiming at composing a Board of Directors consisting of persons who have such knowledge and experience that the collective Board of Directors can attend to the interests of the Company and thus the interests of the shareholders with due respect to other stakeholders of the Company in the best possible way. When identifying and selecting suitable candidates for the Board of Directors, diversity is also considered. The Board of Directors actively contributes to developing the Company as a globally operating, focused pharmaceutical company, and supervises the management in its decisions and operations.
Please see the Company’s website novonordisk.com < http://www.novonordisk.com/ > under ‘About Novo Nordisk’ - ‘Corporate governance’ for a more detailed description of the competence criteria of the Board of Directors.
All board members are to be elected or re-elected each year. Thus each board member’s term expires in 2010. The Board of Directors proposes re- election of all current board members elected by the Annual General Meeting: Sten Scheibye, Göran A Ando, Henrik Gürtler, Pamela J Kirby, Kurt Anker Nielsen, Hannu Ryöppönen and Jørgen Wedel.
It is the assessment of the Board of Directors that the proposed composition of the Board of Directors complies with the above-mentioned criteria. More specifically, in relation to diversity of the Board of Directors, it is the assessment of the Board of Directors that the current composition is appropriate.
In addition to their professional qualifications, the proposed candidates possess significant experience from the management of international pharmaceutical and high-technology companies, and together they have the knowledge and the professional and international experience which are competences important to the work of the Board of Directors.
In the Danish Corporate Governance Recommendations (2008), it is recommended that at least half of the board members elected by the Annual General Meeting shall be independent of the Company. Mr Nielsen and Mr Gürtler were chief financial officer and corporate executive vice president, respectively, with special responsibility for Corporate Staffs of Novo Nordisk A/S, prior to the demerger into Novo Nordisk A/S and Novozymes A/S in 2000. Furthermore, Mr Nielsen, Mr Gürtler and Dr Ando hold executive or board positions in Novo A/S and the Novo Nordisk Foundation, respectively. If the proposed candidates are elected to the Board of Directors, the Board of Directors will satisfy the requirements of the Danish Corporate Governance Recommendations (2008) as four of the seven board members elected by the Annual General Meeting are independent of the Company according to the criteria of the Recommendations.
In addition, the proposed composition of the Board of Directors will enable the Board of Directors to elect members to the Audit Committee who qualify as independent and as financial experts as required and defined by the US Securities and Exchange Commission (SEC) as well as the Danish Act on Approved Auditors and Audit Firms.
The Board of Directors considers that the size of the Board is appropriate in relation to the requireÂments of the Company.
The proposed board candidates have the following backgrounds. Independence is defined in accordance with the Danish Corporate Governance Recommendations (2008) designated by NASDAQ OMX Copenhagen (NASDAQ OMX) unless otherwise stated:
Sten Scheibye is chairman of the Board of Directors of Novo Nordisk A/S. From 1995 to 2008 he was president and CEO of Coloplast A/S, Denmark. Before joining Coloplast in 1993, Mr Scheibye served as senior vice president, sales & marketing in Leo Pharma A/S, Denmark. He joined Leo Pharma in 1981.
Mr Scheibye is chairman of the Board of Directors of the Trade Council of Denmark and the Board of Governors of DTU (the Technical University of Denmark) and a member of the boards of Danske Bank A/S, Rambøll Gruppen A/S, DADES A/S, the Danish Industry Foundation and the Aase and Ejnar Danielsen Foundation, all in Denmark. Furthermore, he is chairman of the Denmark-America Foundation and vice chairman of the Danish Fulbright Commission.
Mr Scheibye has an MSc in Chemistry and Physics from 1978 and a PhD in Organic Chemistry from 1981, both from the University of Aarhus, Denmark, and a BComm from the Copenhagen Business School, Denmark, from 1983.
Mr Scheibye was first elected to the Board of Novo Nordisk A/S in 2003 and has been re-elected several times, most recently in 2009. He became vice chairman in 2004 and chairman in 2006. His term as a board member expires in March 2010.
Mr Scheibye is regarded as an independent board member.
The special competences possessed by Mr Scheibye that are important for the performance of his duties are his knowledge of the healthcare industry, particularly as relates to patients requiring chronic care, and managerial skills relating to international organisations.
Mr Scheibye is a male Danish national, born on 3 October 1951.
Göran A Ando, MD, is vice chairman of the Board of Directors of Novo Nordisk A/S. Dr Ando was CEO of Celltech Group plc, UK, until 2004. He joined Celltech from Pharmacia, now Pfizer, US, where he was executive vice president and president of R&D with additional responsibilities for manufacturing, IT, business development and Mergers & Acquisitions (M&A) from 1995 to 2003.
From 1989 to 1995, Dr Ando was medical director, moving to deputy R&D director and then R&D director of Glaxo Group, UK. He was also a member of the Glaxo Group Executive Committee.
Dr Ando is a specialist in general medicine and a founding fellow of the American College of Rheumatology in the US. Dr Ando serves as chairman of the board of Novexel SA, France, as vice chairman of the Board of S*Bio Pte Ltd, Singapore, and as a board member of Novo A/S, Denmark, EDBI Pte Ltd, Singapore, NicOx SA, France, EUSA Pharma, UK, CBio Ltd, Australia, and Albea Pharmaceuticals AG, Switzerland. Dr Ando also serves as a Senior Advisor to Essex Woodlands Health Ventures Ltd, UK, and is chairman of the Scientific Advisory Board, Southwest Michigan First, US.
Dr Ando qualified as a medical doctor at Linköping Medical University, Sweden, in 1973 and as a specialist in general medicine at the same institution in 1978.
Dr Ando was first elected to the Board of Novo Nordisk A/S in 2005 and has been re-elected several times, most recently in 2009. His term as a board member expires in March 2010. Dr Ando became vice chairman of the Novo Nordisk A/S Board in 2006. Dr Ando has also been designated research and development facilitator by the Board of Novo Nordisk A/S.
Dr Ando is not regarded as an independent board member due to his membership of the Board of Novo A/S.
The special competences possessed by Dr Ando that are important for the performance of his duties are his medical qualifications and extensive executive background within the international pharmaceutical industry.
Dr Ando is a male Swedish national, born on 6 March 1949.
Henrik Gürtler has been president and CEO of Novo A/S, Denmark, since 2000. He was employed by Novo Industri A/S, Denmark, as an R&D chemist in the Enzymes Division in 1977. After a number of years in various specialist and managerial positions within this area, Mr Gürtler was appointed corporate vice president of Human Resource Development in Novo Nordisk A/S in 1991, and in 1993 he was appointed corporate vice president of Health Care Production. From 1996 to 2000 he was a member of Corporate Management of Novo Nordisk A/S with special responsibility for Corporate Staffs.
Mr Gürtler is chairman of the boards of Novozymes A/S, Copenhagen Airports A/S and COWI A/S, all in Denmark.
Mr Gürtler has an MSc in Chemical Engineering from the Technical University of Denmark from 1976.
Mr Gürtler was first elected to the Board of Novo Nordisk A/S in 2005 and has been re-elected several times, most recently in 2009. His term as a board member expires in March 2010.
Mr Gürtler is not regarded as an independent board member due to his former position as an executive in Novo Nordisk A/S and his present position as president and CEO of Novo A/S.
The special competences possessed by Mr Gürtler that are important for the performance of his duties are his knowledge of the Novo Group’s business and its policies and his knowledge of the international biotech industry.
Mr Gürtler is a male Danish national, born on 11 August 1953.
Pamela J Kirby was, from 2001 to 2003, CEO of the contract research organisation Quintiles Transnational Corporation, US, and before that, Dr Kirby was director of Global Strategic Marketing for F. Hoffmann-La Roche Limited, Switzerland, from 1998 to 2001. From 1996 to 1998, Dr Kirby was commercial director at British Biotech plc, UK, and from 1979 to 1996 Dr Kirby was employed by Astra (now AstraZeneca) in various international positions, most recently as regional director/vice president Corporate Strategy, Marketing and Business Development.
Dr Kirby is chairman of the Board of Scynexis Inc, US, and a board member of Smith & Nephew plc, UK, and Informa plc, Switzerland.
Dr Kirby has a BSc in Pharmacology (1975) and a PhD in Clinical Pharmacology (1978), both from the University of London, UK.
Dr Kirby was elected to the Board of Directors of Novo Nordisk A/S for the first time in 2008 and she was re-elected in 2009. Her term as a board member expires in March 2010.
Dr Kirby is regarded as an independent board member.
The special competences possessed by Dr Kirby that are important for the performance of her duties are her scientific qualifications and extensive executive background within the international pharmaceutical and biotech industry, particularly as relates to marketing, strategic planning, clinical trials and lifecycle management in relation to pharmaceutical products.
Dr Kirby is a female British national, born on 23 September 1953.
Kurt Anker Nielsen was initially employed in Novo Industri A/S in 1974 as an economist. He served as CFO and deputy CEO of Novo Nordisk A/S until 2000 and from 2000 to 2003 he was CEO of Novo A/S.
He serves as vice chairman of the Board of Novozymes A/S and as a member of the Board of Directors of the Novo Nordisk Foundation, LifeCycle Pharma A/S, Denmark, and ZymoGenetics, Inc, US. He is chairman of the Board of Reliance A/S, Denmark, and a member of the board of Vestas Wind Systems A/S, Denmark. In Novozymes A/S, LifeCycle Pharma A/S, ZymoGenetics, Inc and Vestas Wind Systems A/S he is also elected Audit Committee chairman. Mr Nielsen serves as chairman of the Board of Directors of Collstrup’s Mindelegat, Denmark.
Mr Nielsen has an MSc in Commerce and Business Administration from the Copenhagen Business School, Denmark, from 1972.
Mr Nielsen was first elected to the Board of Novo Nordisk A/S in 2000 and has been re-elected several times, most recently in 2009. His term as a board member expires in March 2010.
Mr Nielsen has been chairman of the Audit Committee at Novo Nordisk A/S since 2004 and is designated as Audit Committee financial expert (as defined by the US SEC).
Mr Nielsen qualifies as an independent Audit Committee member as defined by the US SEC. He is not regarded as an independent board member under the Danish Corporate Governance Recommendations (2008) due to his former position as an executive in Novo Nordisk A/S and his membership of the Board of the Novo Nordisk Foundation.
The special competences possessed by Mr Nielsen that are important for the performance of his duties are his in-depth knowledge of Novo Nordisk A/S and its businesses, his working knowledge of the global pharmaceutical industry and his experience in working with accounting, financial and capital markets issues.
Mr Nielsen is a male Danish national, born on 8 August 1945.
Hannu Ryöppönen was, until 2009 CFO, and deputy CEO in Stora Enso Oyj (FI). Before that he was CFO and executive in Royal Ahold (NL) from 2003 to 2005 and served on the Board of Directors of the ICA Group (SE) including the chairmanship of the Audit Committee. From 1999 to 2003, Mr Ryöppönen was Finance Director of Industri Kapital Group, UK. Mr Ryöppönen served as CFO of the IKEA Group, Denmark, from 1985 to 1998, including a position as deputy CEO in IKANO Asset Management from 1998 to 1999. From 1977 to 1985, Mr Ryöppönen held various management positions at Chemical Bank in the US and the UK, as well as for Alfa Laval in the US and Sweden.
Mr Ryöppönen is the chairman of the Board of Directors of Tiimari Oyj, a member of the Board of Directors of Neste Oil Oyj, Amer Sports Oyj and Rautaruukki Oyj, all in Finland. Mr Ryöppönen is also the chairman of the Audit Committees of Amer Sports Oyj and Rautaruukki Oyj, and a member of the Audit Committee of Neste Oil Oyj. Finally, Mr Ryöppönen is chairman of the Board of Directors of the Altor private equity funds, Altor 2003 GP Limited, Altor Fund II GP Limited, Altor III GP Limited, Jersey, Channel Islands and a member of the Board of Directors of the private equity fund Value Creation Investments Limited, Jersey, Channel Islands.
Mr Ryöppönen has a BA in Business Administration (1976) from Hanken School of Economics, Helsinki.
Mr Ryöppönen was elected to the Board of Directors of Novo Nordisk A/S at the Annual General Meeting in March 2009 for the first time. His term as a board member expires in March 2010.
Mr Ryöppönen qualifies as an independent Audit Committee member as defined by the US SEC and is regarded as an independent board member under the Danish Corporate Governance Recommendations (2008).
In March 2009 the Board of Directors of Novo Nordisk A/S elected Mr Ryöppönen as a member of the Audit Committee and designated him financial expert under both Danish and US law.
The special competences possessed by Mr Ryöppönen that are important for the performance of his duties are his international executive background and thorough understanding of managing finance operations in global organisations, in particular in relation to accounting, financing and capital markets issues, but also because of his experience within private equity and Mergers & Acquisitions (M&A).
Mr Ryöppönen is a male Finnish national, born on 25 March 1952.
Jzrgen Wedel was executive vice president of the Gillette Company, US, until 2001. He was responsible for Commercial Operations, International, and was a member of Gillette’s Corporate Management Group. From 2004 to 2008 he was a board member of ELOPAK AS, Norway.
Mr Wedel has an MSc in Commerce and Business Administration from the Copenhagen Business School, Denmark, from 1972, majoring in accounting and financing and an MBA from the University of Wisconsin, US, from 1974.
Mr Wedel was first elected to the Board of Novo Nordisk A/S in 2000 and has been re-elected several times, most recently in 2009. His term as a board member expires in March 2010.
Mr Wedel has been a member of the Audit Committee at Novo Nordisk A/S since 2005 and in March 2009 he was designated by the Board of Directors as financial expert under both Danish and US law.
Mr Wedel qualifies as an independent Audit Committee member as defined by the US SEC and is regarded as an independent board member under the Danish Corporate Governance Recommendations (2008).
The special competences possessed by Mr Wedel that are important for the performance of his duties are his background as a senior sales and marketing executive in a globally operating consumer-oriented company within the fast-moving consumer goods industry, as well as particular insight into the US market. In addition, he possesses competences in relation to auditing and accounting.
Mr Wedel is a male Danish national, born on 10 August 1948.
*******
Re agenda item 7 - Proposals from the Board of Directors:
Re agenda item 7.1:
The Board of Directors proposes a number of amendments to the Articles of Association. A substantial part of the amendments relates to the adoption of the new Danish Companies Act (Danish Act no. 470 of 12 June 2009), which inter alia sets out improved shareholder information and participation rights, see further item (A) below. These amendments are grouped into amendments that are required under the Act (referred to as “Mandatory Amendments” below) and included in sub-section (i) and a number of editorial amendments that are not required but which are proposed as a consequence of the new Act (referred to as “Consequential Editorial Amendments” and included in sub-section (ii) below).
The Mandatory Amendments and the Consequential Editorial Amendments will each be submitted for approval at the Annual General Meeting as one proposal.
In addition to the above, the Board of Directors proposes certain other amendments primarily not related to the adoption of the new Danish Companies Act, see further item (B) below. The items under item (B) will be submitted for approval at the Annual General Meeting as individual proposals.
A revised set of Articles of Association reflecting all of the amendments proposed under (A) and (B) will from Friday 26 February 2010 be available at the Company’s website novonordisk.com < http://www.novonordisk.com/ > under ‘About Novo Nordisk’ - ‘Corporate governance’.
(A) Amendments relating to the new Danish Companies Act
(i) Mandatory Amendments:
- Articles 5.1, 6.5 and existing Article 17.2 (to be renumbered to Article 18.2): It is proposed to amend the term “aktiebog” (applied in the Danish version of the Articles of Association) to “ejerbog” in order to comply with revised terminology applied in the new Act. In the English translation of the Articles of Association the “Register of Shareholders” shall be amended accordingly to the “Register of Owners”. If the new Danish Companies Act Section 5, item 8, re changed terminology has not come into force at the time of the general meeting the Board of Directors proposes, that the amendment becomes effective at the time this Section enters into force. The procedure regarding this condition precedent is described below.
- Article 7.5: It is proposed to amend the notice period for general meetings to the statutory minimum of 3 weeks and maximum of 5 weeks. If the new Danish Companies Act Section 94 (2) re changed convening notice period has not come into force at the time of the general meeting the Board of Directors proposes, that the amendment becomes effective at the time this Section enters into force. The procedure regarding this condition precedent is described below.
- Article 8.1: It is proposed to amend the deadline for submission of shareholder proposals to the statutory 6 weeks prior to the general meeting with a right for the Board of Directors to accept proposals submitted after the deadline.
- Article 9.1: It is proposed to introduce new wording to reflect the statutory record date for determining shareholder status and voting rights as introduced by the new Act. The rules on documenting title to shares are deleted to align the wording with the new Act. If the new Danish Companies Act Section 84 (1), 1 and 2 sentence, and Section 84 (2) re a record date have not come into force at the time of the general meeting, the Board of Directors proposes that the amendment becomes effective at the time these provisions in the Sections enter into force. The procedure regarding this condition precedent is described below.
- Article 9.1: It is proposed to change the deadline for requesting admission cards from 5 to 3 days and to separate this requirement into a separate Article 9.2. Existing Articles 9.2-9.4 are renumbered to Articles 9.3-9.5 and the related references in Articles 5.3 and 10.5 are revised accordingly.
- Articles 10.1 and 10.2: It is proposed to change the reference to “the Danish Public Companies Act” to “the Danish Companies Act”. If the first part of the new Danish Companies Act has not come into force at the time of the general meeting, the Board of Directors proposes that the amendments become effective at the time the first part of the new Danish Companies Act enters into force. The procedure regarding this condition precedent is described below.
(ii) Consequential Editorial Amendments:
- Article 1.2: It is proposed to delete the company name in parenthesis after the secondary names as this is not required under the new Act. The proposal requires that the new Danish Companies Act Section 28 has come into force at the time of the general meeting.
- Articles 4.2 and 5.1: It is proposed to include in Article 5.1 a right for the Company to issue share certificates for A-shares and to delete the rules on issuance of share certificates in Article 4.2.
- Article 7.4: It is proposed to amend the wording on the maximum period allowed to call an extraordinary general meeting to reflect the wording applied in the new Act.
- Article 7.5: It is proposed to add a description of all methods applied for convening the general meeting, i.e. via newspaper, via letter to the shareholders and via the IT system of the Danish Commerce and Companies Agency together with publication on the Company’s website.
- Article 7.6: It is proposed to amend the wording to reflect the statutory requirement to disclose at least 3 weeks prior to a general meeting documents relating to the general meeting on the Company’s website.
- Article 8.5: It is proposed to amend the wording regarding authorisation to hold the general meeting in English to reflect the wording applied in the new Act.
- Article 9.5: It is proposed to introduce wording to reflect the statutory right of shareholders under the new Act to submit votes by correspondence prior to the general meeting. The Board of Directors proposes, that the amendment becomes effective at the time the new Danish Companies Act Section 104 (2) enters into force. The procedure regarding this condition precedent is described below.
- Articles 10.2, 10.3 and 10.4: It is proposed to amend the wording of the majority requirements in order to reflect that the new Act allows for certain amendments to take place with lower majority or without shareholder vote and in general to align the wording with the wording in the new Act. If the new Danish Companies Act Section 106 (1) re majority requirements has not come into force at the time of the general meeting, the Board of Directors proposes that the amendments become effective at the time this Section enters into force. The procedure regarding this condition precedent is described below.
- Article 10.5: It is proposed to clarify that the use of a proxy for a second general meeting is subject to the shareholder granting the proxy having a right to meet and vote at the general meeting pursuant to inter alia the rules regarding mandatory record date and admission cards. If the new Danish Companies Act Section 84 (1), 1 and 2 sentence, and Section 84 (2) re a record date have not come into force at the time of the general meeting, the Board of Directors proposes that the amendment becomes effective at the time these provisions in the Section enter into force. The procedure regarding this condition precedent is described below.
- Article 11.5: It is proposed to add a reference to the mandatory right of th
