Helge Lund   Independent Chairman of the Board

Good afternoon. On behalf of the Board, a warm welcome to Novo Nordisk’s Annual General Meeting 2025. I am Helge Lund, and I am the Chair of the Board of Directors, and it gives me great pleasure to open this year’s Annual General Meeting.

And 2024 was a year of significant growth for Novo Nordisk characterized by continued innovation, capacity expansions and commercial execution. As we reflect on our progress, we also recognize the magnitude of the challenges that lie ahead and we will come back to this later.

For those of you who prefer Danish or English, real-time translation is available here in Bella Center. For those of you participating online, you can choose the preferred language in the broadcast system.

As we look back on another year of strong growth for Novo Nordisk, I would like to reiterate what I said at the last Annual General Meeting. Big companies have big responsibilities and our role in society continues to grow every year. The global prevalence of serious chronic diseases increases by the day affecting millions of lives and straining already burdened health care systems.

And Novo Nordisk remains committed to bringing in innovative and sustainable solutions to address these challenges. The unmet needs in type 2 diabetes and obesity continue to grow, and this has generated an unprecedented demand for our life-changing GLP-1 based medicines. Our industry-leading therapeutic innovations benefited more than 45 million people living with diabetes and obesity in 2024. As a result, there has been increased pressure on our supply chain, resulting in periodic supply constraints across our product portfolio as we strive to keep pace with demand.

In response, we have continued to invest in scaling up our manufacturing capabilities, and we are building capacity to serve millions more patients. The acquisition of three fill-finish sites as well as significant expansions of our existing production facilities across the globe underscores our commitment to improving supply stability. We believe that health is a fundamental human right and we are working hard to enhance access to care worldwide through extensive partnership programs and access initiatives.

Our partnerships with humanitarian organizations, such as the Danish Red Cross, play a crucial role in this effort, demonstrating our dedication to making a difference where it is needed the most. To address the root causes of serious chronic diseases, we are also ramping up our investments in preventative health measures. This includes initiatives like Cities for Better Health, a pioneering partnership now active in 51 cities worldwide and our collaboration with UNICEF to prevent childhood obesity.

The burden or chronic diseases on health care systems is only set to grow. And innovation remains our core contribution to society and the driving force behind our continued growth. We continuously strive to accelerate the discovery of new targets and optimize our clinical trials to benefit of people living with serious chronic diseases.

We achieved this based on our deep understanding of proteins and peptides, fueled by research partnerships, AI-driven drug discovery and the acquisition of new technology platforms. The growth of our business has inevitably led to an increase in our environmental footprint, and we are stepping up efforts to mitigate this impact. We have introduced comprehensive plans to cut emissions, minimize plastic use and reduce our impact on nature and biodiversity. These efforts are ambitious, especially considering the increase in global demand for our medicines, but we are rising to the challenge.

In the face of unprecedented demand, we are mindful of the importance of scaling our organization in a sustainable way. We now have over 77,000 colleagues worldwide. And our focus is to ensure new hires receive the support and resources they need to further integrate into our global workforce. This includes connecting with the Novo Nordisk way, the core guiding principles that underpin everything we do and safeguard our focus on diversity and inclusion.

On behalf of the Board of Directors, I would like to say thank you. Firstly, we would like to express our gratitude to all Novo Nordisk colleagues for their commitment and invaluable contributions to the progress made in 2024. Secondly, we would like to extend our appreciation to our shareholders and other stakeholders.

In 2024, we saw an overall share price decline, and we acknowledge the concerns regarding this decline and understand the importance of this to our investors. The same applies for 2025 so far. The long-term strategy of Novo Nordisk, however, is clear and remain committed to executing that strategy while communicating transparently about our progress. Thank you for your continued support.

Lastly, we would like to thank our CEO, Lars Fruergaard Jørgensen for his wise leadership of Novo Nordisk and his team in executive management. Their dedication has been instrumental in our progress, and we look forward to our future collaboration.

Let me now turn to the introduction of my fellow Board colleagues. Members of the Board of Directors are present at this Annual General Meeting. And during the past year, we have, again, had excellent collaboration in the Board, undertaking this task of challenging, supporting and also supervising the company and its management.

Members of executive management are also present at this Annual General Meeting and the collaboration between the Board of Directors and executive management continues to be trusting and transparent. And the management team ensured good operational and strategic progress in this past year. I will come back to this a little later.

Present in person is also Anders Dons from the company’s auditors, Deloitte. And finally, I can inform you that the Board of Directors, again, this year has appointed Attorney Anders Ørjan Jensen to act as Chair of the Annual General Meeting. And Anders is joined on the stage by his colleague, Louise Korpela. Louise will be attentive to the shareholders participating virtually. I leave it to Anders Ørjan Jensen to take us through the agenda. So over to you, Anders Ørjan.

Anders Ørjan Jensen

Thank you very much, Helge. First, a few formalities. Having reviewed the notice for the meeting and also the material presented by the company. I’ve concluded that the meeting here today has been lawfully convened. All requirements as to the time and venue of the meeting and also the content of the material have all been satisfied. Also the company has published in time all the material that it needs to be published. So that is the annual report, remuneration report and other materials.

Turning to the agenda that you’ll see on the slide behind me. It contains all the customary topics for an Annual General Meeting here at Novo Nordisk, and then there’s one shareholder proposal. We’ll get back to you later. All proposals can be adopted by a simple majority of votes, except for Item 8.2, which relates to an extension of an authorization to issue new shares. That is formally a change of the articles and therefore, require a qualified majority.

The articles of Novo Nordisk also require that in order for this proposal to be adopted at this meeting, 2/3 of the total votes of the company needs to be present, and I can confirm that, that requirement is satisfied. So the meeting here today can finally adopt all proposals on the agenda.

So before proceeding with the individual agenda items, a few comments as to the attendance of the meeting here today but also a few practical remarks as to how the meeting will be conducted.

When it comes to attendance, almost 1,000 have requested admission cards for the meeting today, either physically or online, and that includes more than 700 shareholders. According to the statistics, I received so far in this room, we are about half of that or a little less maybe and a large portion of that are shareholders.

In addition to all of you sitting here in the room, of course, a large number of shareholders have submitted their voting instructions by proxy or via postal so-called postal votes. This means that today, a total of 90% of the total voting rights of the company are represented and 70.4% of the share capital.

Out of this represented — out of these represented votes and share capital, 99% are present through the proxies and voting and instructions given upfront. This also means that we already now know how any voting would come out and that’s all the proposals that are suggested by the Board of Directors carry sufficient support to be adopted and also that the shareholder proposal does not.

This, of course, may limit the need for actual formal votes here at the meeting. But of course, this should not preclude us from having a constructive and good debate on all topics of the agenda. Now when it comes to the meeting format, as you’ve heard a couple of times, we have different ways that shareholders are participating. First of all, there are those in the room here. And then we have those participating online. And then there are also some that only follow on our webcast.

Novo Nordisk has used this format for several years now, and I think most of you will be comfortable and familiar with all the related practicalities but for good order and also to introduce new shareholders to how things are done. Let me quickly run through how to vote and how to speak here at the meeting.

For those of you in this room here, if you wish to speak, you’re most welcome to do so in connection with the individual agenda items. We have reserved a few seats up here in the front, where my colleague, Anna will be willing to receive you and she will register the interest in speaking, and I’ll then give you the word when the time is.

When it comes to voting, you have all at the entrance received an information flyer that contains all the information that you need. You can see that there is a QR code that you need to scan, so you use your cell phone. You scan the QR code and follow the instructions on the screen. You’ll quickly be led to a — if there’s a vote, there will be a bar that shows up where you need to press and then you need to indicate your selection, what — how you wish to vote. Once you’ve selected, there will be a green checker that just confirms that the vote has been received.

For virtual participants, the methods are somewhat the same. But for giving comments or questions, there is a particular feature on the site that you can see here on the screen behind me and on the live feed. There, you simply type in your question or comment. And there’s a limit there, you should be aware of a 2,000 characters. So that’s worth to be mindful of.

And then as Helge mentioned, Louise will be handling these and taking care of the right order and she will also read the questions out loud so they could be responded to here at the podium. When it comes to a formal vote, there’s a particular separate feature for that, and you need to press the voting button and then, of course, make the selections in the same manner as I described before, and there will also be a green checkmark to confirm that you have submitted your vote. If we do get to a vote, I will go through all of this again to make sure everybody is able to follow.

If there are any technical questions, you’re welcome to call Computershare on phone number +454546-0997 and for everybody here in the room, if you have any technical difficulties, you can just raise your hand and there will be assistance available to help. For the webcast, there’s only a one-way stream so you can follow the meeting, but you cannot vote or speak. So we do anticipate that we will have a number of speakers here today and for good order and to ensure that we have an efficient meeting, I kindly ask that all comments and submissions be confined to the topics that we have on the agenda and also that you please keep the speeches and submissions as short and precise as possible.

For participants in the room, I also remind you that we have a shareholders meeting afterwards, where it will be possible to ask questions outside of the confines of the AGM agenda. Helge mentioned language and everybody who wants to speak are welcome to do so in English or Danish. It will then be responded to in either language. And there might actually be a few Norwegian words mixed in there. And in the live feed, as Helge mentioned, there are 2 different streams that you’re able to follow.

So there was a lot of practicalities, and let’s move on to the agenda. As it is customary here at Novo Nordisk, we take the first 3 items on the agenda together. This means that the company’s CEO will first present the annual report of the company’s activities for the past year and also the annual report for 2024. After which, the Chair will cover the financial outlook and present proposed distributions of profit.

So please welcome CEO, Lars Fruergaard Jørgensen, to present the annual report and activities for the past year.

Lars Jørgensen   President, CEO & Member of Management Board

Thank you, Helge, and thank you, Anders. 2024 was another year of strong growth for Novo Nordisk. It was marked by increased demand for our life-changing medicines, continued innovation, capacity expansions and commercial execution.

With more colleagues joining us than ever before, I want to express my heartfelt gratitude to all the Novo Nordisk colleagues worldwide. Your contributions have been instrumental in scaling our operations to new heights. Before turning to 2025 and looking ahead, I’d like to walk you through some of the highlights of the 2024 performance.

Many of you are familiar with this slide by now. Our strategic aspirations for 2025 consists of 4 dimensions which provides midterm direction on how we plan to deliver on our purpose and drive growth. I’ll now take you through some of the key milestones in 2024.

To begin with, purpose and sustainability entails our dedication to add value to society while ensuring longevity of our business. This objective is deeply ingrained in our business with environmental, social and financial accountability anchored in Novo Nordisk Articles of Association since 2004.

As Novo Nordisk grows to meet the high demands for our innovative treatments, our production volumes and CapEx investments increase, which unfortunately increases our environmental footprint. However, we are stepping up our efforts to mitigate this impact and to decouple the environmental impact from the growth of our business.

We remain committed to the target of reaching net 0 emissions by 2045. As Helge mentioned, we reached around 45 million patients with our diabetes and obesity treatments in 2024. This is an increase of almost 4 million patients compared to 2023 and reflects our continued capacity expansion efforts. Our purpose to defeat serious chronic diseases relies not only on innovation but also on ensuring that appropriate treatments are accessible to the patients in need.

In 2024, we reached more than 8 million patients through our affordability programs. In addition, our Changing Diabetes in Children Program has effectively reached more than 64,000 children with the aspiration that no child should die from type 1 diabetes.

To uphold our commitment to being a sustainable employer, we expanded the number of women in senior leadership positions to 42% compared to around 41% in 2023. Supporting our efforts in building a sustainable supply chain, we are pleased that the acquisitions of 3 former Catalent manufacturing sites was completed in December of 2024. We see good progress across our initiatives but recognize that even more can be done going forward, and we’re determined to do so.

In terms of innovation and therapeutic focus, the year 2024 included several exciting trial initiations and readouts, which progressed our pipeline across all disease areas. In Diabetes Care, we are pleased with the approval of a weekly in EU, Japan and China, the world’s first once-weekly insulin. We are also excited about the updated Ozempic label in the U.S. and EU, now reflecting data from the kidney outcomes trial flow, which demonstrated a 24% risk reduction of kidney disease-related events within obesity care, we continue to build a competitive obesity portfolio. Our strategic aspiration remains to build a portfolio of superior treatment options in obesity and focus on efficacy, safety and scalability, be it injectable or oral treatments. This is underlined by multiple readouts in 2024.

In the REDEFINE 1 trial, CagriSema demonstrated a superior weight loss of 22.7% compared to 2.3% with placebo. We are encouraged by the weight loss profile of CagriSema, which stands out as one of the most substantial weight loss reductions observed in the Phase III trial. The redefined 2 trial with CagriSema was also completed in the first quarter of 2025. We will further explore the potential of CagriSema in a new Phase III trial called REDEFINE 11.

We also released headline results from the Phase III trial STEP UP showing that semaglutide 7.2 mg led to a superior weight loss of 20.7% compared to 2.4% with placebo. Additionally, we successfully completed the Phase III step-up type 2 diabetes also with semaglutide 7.2 mg.

Finally, the Phase Ib/IIa trial with injectable amycretin was successfully completed, and we decided to advance the development program. Within rare disease, we successfully completed the Phase III trial frontier 2 with Mim8 for people living with hemophilia A. Furthermore, Alhemo was approved in the U.S. and EU for treatment of hemophilia A and B with inhibitors. Within cardiovascular and emerging therapy areas, we stopped the Phase III trial, CLARION-CKD with ocedurenone as it did not meet its primary endpoint. However, we successfully completed part 1 of the Phase III trial essence with semaglutide 2.4 mg in MASH. The trial achieved both primary endpoints and demonstrated a statistically significant and superior improvement in both MASH resolution and liver fibrosis compared to placebo.

Commercially, we continued our growth of our business and serve more patients than ever before. We acknowledge that we have achieved 2 of the aspirations, reaching our obesity sales aspiration of more than DKK 25 billion and our aspiration for diabetes, which was to obtain 1/3 of the global diabetes market share. This does not mean that we are holding back. We continue to aim for treating more patients with our innovative treatments.

Shifting focus to financials, we delivered 26% sales growth at constant exchange rates. Operating profit growth also grew by 26% at constant exchange rates, reflecting the sales growth and continued investments in future growth drivers. In 2024, our free cash flow was negative DKK 14.7 billion. This was mainly due to the purchase of the 3 former Catalent manufacturing sites.

We remain committed to provide attractive capital allocation, and we returned DKK 64.3 billion to our shareholders. Before diving further into our commercial performance, I would like to briefly talk about the impact of our scaling efforts and our commitment to reaching more patients with our innovative treatments.

Novo Nordisk is the global volume leader in the GLP-1 market, serving nearly 2/3 of all patients on GLP-1 treatments across diabetes and obesity. Our ongoing scaling efforts have supported an almost tripling of the GLP-1 patient reach over the past 3 years, and we now serve around 12 million patients with our GLP-1 products. This means that we have increased our patient reach by almost 8 million over the past 3 years.

Going forward, we’ll continue to pursue an innovation-based strategy driven by the growth of our GLP-1 treatments. This is supported by our continued scaling efforts and significant investments in the supply chain.

Let’s move on to our sales growth. Novo Nordisk sales grew 26% in 2024, driven by all 4 therapeutic areas. GLP-1 sales increased by — GLP-1 diabetes sales increased by 22% globally driven by increased volume uptake of Ozempic and Rybelsus. In terms of our operating units, GLP-1 diabetes sales in North America operations grew by 23% and international operations grew by 18%. Insulin sales increased by 17% in 2024. This was driven by North America operations growing 52%, positively impacted by gross to net sales adjustments. Internationally, International Operations grew by 6%.

Obesity care sales grew by 57%, and I’ll elaborate on this shortly. The rare disease sales increased by 9%, which was driven by a 24% increase in North America operations. Rare disease sales in international operations remained unchanged compared to 2023.

As mentioned, obesity care sales grew by 57% in 2024. This was driven by Wegovy in both operating units. We are encouraged by the continued expansion of the global branded obesity market with a growth rate of 119%, the market more than doubled in 2024 as people living with obesity continue to seek treatment.

In International Operations, Wegovy has been launched in more than 15 countries, underlying our commitment to reach more patients. Total Wegovy sales in International Operations exceeded DKK 11 billion in 2024. In North America Operations, Wegovy sales grew by 59%, driven by increased volumes partially countered by lower realized prices in the U.S.

The positive volume development was also reflected in the Wegovy prescription trends in the U.S., which more than doubled in 2024. Given the significant growth of compounding in the U.S., it appears to impact Wegovy prescription uptake in 2025 so far. However, we continue to see high underlying demand in the large U.S. market. We remain confident in Wegovy, including the broad label.

We are currently treating around 1.2 million obese patients in the U.S., while 55 million people have insurance coverage for Wegovy. We continue to focus on scaling supply, commercial execution and combating compounding.

Looking towards research and development activities in 2025. This looks once again to be an eventful year across our 4 therapeutic areas. Within diabetes care, we expect to have the first Phase III results of the REIMAGINE development program, investigating the efficacy of CagriSema in people with type 2 diabetes. We also look forward to a Phase II results for amycretin and our once-weekly GIP/GLP-1.

In the Obesity area, oral semaglutide 2.5 mg is expected to be reviewed by regulatory authorities in the U.S. Once daily tablet has — this once daily tablet has demonstrated a weight loss of 16.6% compared to 2.7% with placebo. In the first half of the year, we also look forward to additional Phase III results with CagriSema under the redefined clinical development program. Furthermore, we expect Phase II results for the once-weekly GIP/GLP-1 as well as multiple Phase I readouts with different molecules and modalities. For rare disease and more specifically, within hemophilia, we expect to submit Mim8 for regulatory approval in the EU and the U.S. in the second half of 2025.

Lastly, turning towards cardiovascular disease and emerging therapy areas. We are in the second half — where we are in the second half of the year, expected results from the Phase III trial evoke, investigating the effect of semaglutide 14 mg in Alzheimer’s disease.

Moving to expansion within our production capacity. In 2025, we continue to expand our supply chain and expect to increase our capital expenditure to around DKK 65 billion. This includes expansions of our existing production facilities in Denmark, France, Brazil, China and the U.S. The capital expenditure in 2025 will focus on expanding production capacity for both active pharmaceutical ingredients and full finished capacities, including current and future injectable and oral products.

In the coming years, the capital expenditure to sales ratio is still expected to be low double digit. In December 2024, we completed the acquisition of the 3 former Catalent sites. This acquisition supports our ongoing scaling efforts and expands Novo Nordisk global fill-finish footprint from 11 to 14 sites. We still expect the 3 sites to gradually increase supply to the market from 2026 and allow us to reach significantly more patients in the coming years.

In closing, I’d like to reiterate that during 2024, we have continued to grow our business, serve more patients than ever before and expanded our pipeline in depth and breadth for long-term growth. Despite periodic supply constraints, we are devoted to expanding our supply capacity in a scalable and gradual manner.

Lastly, we remain dedicated to advancing our sustainability initiatives. I would like to take this opportunity to thank all my Novo Nordisk colleagues around the world for their hard work and commitment during another remaining year. I would also like to thank the Board of Directors and our shareholders for your continued support.

As we enter 2025, we will maintain our focus on commercial execution, expanding our pipeline and investing in the expansion of our production capacity for both current and future products.

We have now reached Item 2 of the agenda, presentation and adaptation of the statutory report 2024. The annual report was published on the 5th of February 2025 and included financial results for 2024 and the outlook for 2025. Both sales and operating profit grew by 26% at constant exchange rates and 25% in Danish kroner.

Looking over the functional lines, cost of goods sold increased by 24% in Danish kroner resulting in a gross margin of 84.7%. Sales and distribution costs increased by 9% in Danish kroner. In North America operations, the cost increase was mainly driven by promotional activities related to Wegovy. In International Operations, the increase was mainly related to developing the obesity care market, launching Wegovy as well as promotional activities for GLP-1 diabetes products.

Additionally, the increase in sales and distribution cost was negatively impacted by adjustments to legal provisions in 2023. Research and development costs increased by 48% in Danish kroner. The increase reflects our strategic objective to expand the pipeline across our therapy areas. Specifically, we continue to increase late-stage clinical trial and early research activities.

The increase in cost was also impacted by impairment losses related to intangible assets. Net financial items showed a net loss of DKK 1.1 billion compared to a net gain of DKK 2.1 billion last year. Finally, net profit increased by 21%.

Total assets increased by around DKK 151 billion to DKK 466 billion during 2024. The increase in total assets were primarily driven by noncurrent assets due to the acquisition of the 3 former Catalent sites. Free cash flow decreased from around DKK 68 billion in 2023 to negative DKK 14.7 billion in 2024. The lower cash flow was mainly impacted by the acquisition of the 3 former Catalent manufacturing sites. Hereby, we conclude the presentation of the income statement and balance sheet.

Now over to you, Helge, for the proposed capital allocation to our shareholders. Thank you.

Helge Lund   Independent Chairman of the Board

Thank you, Lars. In the annual report, we have guided that we expect the sales growth to be between 16% and 24% at constant exchange rates in 2025. And the guidance reflects expectations for sales growth in both North American operations as well as international operations.

The sales growth is expected to be mainly driven by the volume growth of GLP-1-based treatment for obesity and diabetes care, also reflecting our continued scaling of our supply chain. The annual report also included an operating profit outlook between 19% and 27%, measured again at constant exchange rates. This primarily reflects the sales growth outlook and continued investments in future and current growth drivers within research development and commercial.

The guidance also includes a negative impact on operating profit growth expected to be in the mid-single digit related to the acquisition of the 3 Catalent manufacturing sites.

This brings me to Item 3 on the agenda, resolution to distribute the profit. And in 2024, our performance has resulted in a continued attractive capital allocation to our shareholders. And Novo Nordisk returned more than DKK 64 billion to shareholders through share buybacks and dividends. And in August 2024, Novo Nordisk paid an interim dividend of DKK 3.50 per share. And the Board proposes that the final dividend for 2024 is DKK 7.90 per share, which is to be paid this month. Consequently, the total dividend will be DKK 11.40 per share. This is more than a 21% increase compared to 2023, making it the 29th consecutive year with increasing dividend per share.

The capital allocation prioritize — priorities of Novo Nordisk focus on attractive internal growth investments, including the significant supply chain expansion and a dividend payout ratio around 50% of net profit. And following the further step-up in CapEx investments in 2025, Novo Nordisk is not initiating a new share buyback program this year. However, in line with previous years, an authorization to the Board of Directors to buy back shares is proposed at this Annual General Meeting. Should the initiation of our share buyback program later be deemed relevant. We will get back to this later under the agenda item 8.1.

With that, back to you, Anders.

Anders Ørjan Jensen

Thank you, Lars, and thank you, Helge. That finalizes the presentation of the first 3 agenda items, and it will now be possible to ask questions and comments on the material presented. I have already registered Claus Berner Møller from ATP and Mikael Bak from Dansk Aktionaerforening and Bjorn Hansen, and we also have 2 questions from our online participants. First, to you, Claus Berner Moller from ATP.

Claus Møller   ATP Group

Thank you for the floor. My name is Claus Berner Moller and I represent ATP. I would like to begin by thanking for the report. 2024 was a year of 2 halves. In the beginning of 2024, the share price started around DKK 700 and ended just above DKK 1,000 in June. This was due to positive news flow and a fantastic increase in Wegovy scripts in the U.S. But in the second half of 2024, we got a lot of negative news and a share price ended the year just about DKK 600. I would like to mention some of the negative news. The CLARION-CKD trial with ocedurenone was stopped and an impairment loss of DKK 5.7 billion was effectuated.

Novo received a complete response letter in the U.S. for once-weekly icodec. Expectations for topline growth in 2025 was adjusted downwards in connection with Q3 meetings in 2024. And CagriSema demonstrated a statistically weight loss of 22.7%, but the expectation set by Novo was a weight loss of 25%. The negative share price development continued in the first part of 2025. This is driven by a lack of growth in prescription in the U.S. for Wegovy despite more supply. The explanation may be that a large part of the American market is now served through compounding pharmacy. There are rumors that compounding pharmacy could be up to 40% of the obesity market in the U.S. and that semaglutide is by far the majority.

I know that compounding pharmacy is a focus for Novo and that the company has launched several initiatives such as NovoCare. In the U.S., FDA has taken its precautionary measures against compounders and legal action has been taken. My question is, therefore, how quickly can we expect to see positive results from the effort against compounding pharmacies? And would it not be difficult to manage due to the scale and the very high earnings from this business?

My speech has been very focused on the negative aspects, but I am, of course, aware that Novo is still a high-growth company that does many things right. And fortunately, is working. It is working hard to develop a strong pipeline through both internal and external R&D. This means that one can still be optimistic about the company’s development, both short and long term.

And then I have a few comments about ESG. Like many other companies, Novo Nordisk have produced its first CSRD report this year. This has been a significant undertaking undoubtedly placed demand on your organization. Hopefully, it has also provided some value, making it more than just a compliance exercise.

Now we can see that EU’s largest actions have created uncertainty around the new reporting framework, leaving companies unsure about the direction of ESG reporting. Regardless of where future regulations land, ATP believe it is crucial that companies focus their reporting on aspects that are significant for the business rather than providing excessively broad and less useful reports. Finally, I just want to wish Novo Nordisk and the employees all the best for 2025. Thank you.

Lars Jørgensen   President, CEO & Member of Management Board

Thank you, Claus. So to the question on compounding, it’s a very challenging topic. The thought that in the U.S., you can have active pharmaceutical ingredient coming from overseas sources and then have local pharmacies, compounders make products available for patients that are not FDA approved is quite scary. We have tested some of these products and found impurities and even banned substances in them. So we take it very serious, both from a patient safety point of view, but obviously, also from a business point of view, as you mentioned that it could potentially be up to 40% of the total market now comprised of these in our view, illegal products.

So I cannot give you a specific date, but I can tell you a bit about what we are doing to mitigate the situation. Obviously, we have scale supply. So we’re now off FDA’s drug shortage list. And they have given notice to the compounders. And by, I think, 22nd of May, they can no longer do, say, bulk compounding and I sincerely hope many of those patients will then come back to Novo Nordisk. We are also using our commercial efforts to really educate and explain physicians and patients that this is not semaglutide because some patients believe they actually get access to a product that is a product from Novo Nordisk. It’s not semaglutide. There’s only one semaglutide. That’s what is in our products and patients should really check the product before they inject it.

We’re also taking legal actions against these compounders because we believe they are violating our IP and as such are damaging our business. And of course, we’re also in dialogue with authorities like the U.S. Food and Drug administration. And I noticed that even the FBI in the U.S. has been out closing down compounders. There is work on border control, et cetera. So I think it underlines that there is a very significant market need for obesity medicines. So there’s a very large market and that’s also why we have, as you mentioned, made this cash program called NovoCare Pharmacy, where patients can get access to a more affordable product, and they can treat themselves by legitimate Novo Nordisk product, Wegovy for $499 for a month supply.

So we hope that we will see the turn of compounding because of safety for patients, but of course, also that we have the patent protected product that we have invested in developing it, and we would like to have the business for as long as is patent protected and then others can move in afterwards. Thank you very much.

Mikael Bak

Thank you, [ Chuck]. I’ll take the liberty of speaking Danish. I appreciate the possibility of doing so. First of all, thank you for inviting to this accident of shareholders’ meeting with so many people present. My name is Mikael Bak, I’m Director of the Danish Shareholders Association. And I’d like to begin by on behalf of private investors to thank the management for good reporting and thank all the excellent employees all over the world for their hard work in 2024.

As shareholders, we could have done with that the beating the share price took in the summer 2024, but we must acknowledge the efforts and made — and the earnings creative throughout the year. It was very impressive, not just in the Danish context, but also in a global context. So thank you.

From the point of view of shareholders, I’d like to focus on what the company can do. And now my questions are on the way. What it can do to handle the challenges which rise when there’s rapid growth and when the share price is under pressure. First of all, about the composition of the Board. Now I’m not criticizing the present Board, but this is meant as a constructive idea for the future. I and we look at it from the outside and wonder whether the presidency — does it have sufficient hard core pharma knowledge? Can you give the necessary specific professional sparing necessary in such a large company as Novo Nordisk? And does it really have the qualifications to make the necessary pharma strategic choices? And perhaps also the time might be approaching whereas large company as Novo Nordisk might need a full-time Chairman which spends his time on just one company. We have seen such a solution adopted in other companies. I’d like the board to consider this.

My second question is about the way trials are planned and the ongoing communication with the market about results. We have seen the share price being very sharply affected by also very small diversities, and this may be very frustrating from the shareholders prospect and must be so also from the management side. So the question might be whether it would be possible to set up clear and perhaps more tactically sound goals, which would not lead to such a strong reaction from analysts. What thoughts has management given to the way future trials are planned and how communication will be carried out in the future?

And finally, I’d like to focus on the competition situation when we write our newspapers, we can see that Eli Lilly speaks very aggressively about planning to beat Novo Nordisk on its home turf in Denmark, and they even say that they believe that they have the strongest cards on their hand in fighting with Novo. Now it’s not unknown that certain Americans may have a trend to puff themselves up and try to bully us Europeans, but many of us would like to see a strong decisive response. So I’d like to hear why Eli — the 3 most important factors why we in Novo Nordisk should not worry too much about Eli Lilly and perhaps future tariffs, why will we still be strong in 5 to 10 years. So it’s about what we can give back so to speak to Eli Lilly, how can we hit back? So I look forward to hearing about all this on behalf of the private investors. And again, thank you for all your efforts in 2024 and the best of luck in 2025.

Helge Lund   Independent Chairman of the Board

Thank you so much for important and good questions on the governance of the company and the Board. And let me start by just saying as a Chair, I’m very pleased with the Board that we have in Novo Nordisk. We have a capable diverse and committed set of Board members that are very engaged in meetings. They also prepare extremely well, and they engage with the company also between meetings. We also have broad health care and pharma experience on the board, Sylvie Grégoire, Martin MacKay, Andreas Fibig, Kasim Kutay and also Laurence Debroux. All of them have deep experience from different parts of the health care and pharma industry. And I can assure you also today, we have largely debates around them deeply industrial and pharma issues. Having said that, we always scout for new Board members as there are a certain rotation on the board. And I think it’s likely that the next new member of the Board will have a very strong R&D life science pharma profile. So this is something that the Board is conscious on and is focused on.

On the question of the chair of the company, as you very well know, and most of you know in Scandinavia and in Nordic countries, normally, they split the role between the CEO and the Chair in the way that the Chair leads the Board and the CEO leads the company, and that is the way we have operated in and continue to think about it in Novo Nordisk as well. And it’s seldom in the Nordic countries that you have 100% Chair of the company. Having said that, we are growing as a company becoming bigger, more complex, and I can just assure you that I have the full commitment to the company and to the role and will continue to find both time and flexibility to serve the company in the best possible way to the best of my abilities. Thank you.

Lars Jørgensen   President, CEO & Member of Management Board

Thank you, Mikael and the Danish Shareholders Association. Your second question concerned our communication on trials and results. Many people have criticized us for not saying that there was a flexible trial design. The thing is when you do a clinical trial, there are many variables in a trial concerning the population that you examine that you study, how you have intervention with the patients, what visits they have, et cetera. So in practice, it is difficult to explain all of that from the outset. We published our trials on a website where you can find more information. About the results, well, it is clear that 22.7% is not 25%. So some people were disappointed about that.

We spent quite a lot of time on trying to explain that we believe there is a continued potential for developing CagriSema further. I mentioned we’ve started a new study looking at patients for an extended period and looking at dosage in a slightly different way. So we do believe that CagriSema will have a great future for Novo Nordisk. It will be an important product for us. And that leads to the competitive situation. We have 100 years of experience competing against Eli Lilly. We communicate in different ways, but we win on the products, I believe, the way we execute in the market, the way we build up capacity. We showed the slide here saying that we have 2/3 of the world market for GLP-1. We produce the most and we treat the most patients. And I think this also explains that we have good products.

Looking at our pipeline, I said I’m very confident about CagriSema. I’m very confident about amycretin, which is a molecule that has the same 2 components, GLP-1 and amylin and we are launching an oral weight loss tablet soon. We need approval from the American authorities first. There, we are first 2, we are first. We have an early pipeline of very interesting products coming. So it’s not like weekly prescriptions or quarterly accounts that you have to beat the competition. No. It’s the long haul. It’s the long haul and I’m very confident that I believe we have the broadest and deepest pipeline. So the products are so potent that you need to understand. You can’t just assess a product on weight loss over time but how do you treat patients over an extended period. So it’s a new way of treating obesity. I’m sure we have a good position in competition also vis-a-vis Eli Lilly. Thank you.

Louise Korpela

We have received 2 questions from shareholder [ Yunus Melvis ] with [indiscernible]. The first question reads as follows. Analysts are disappointed of the CagriSema results and worry about the future pipeline and the end of the Wegovy patent. As a result, the stock price is imploding, what is the management doing to address this? The second question reads as follows: What are your thoughts on our future stock buyback program?

Helge Lund   Independent Chairman of the Board

Thank you for the question. And Lars will address the CagriSema question. I’d speak briefly about the share buyback question. Novo Nordisk has had for many, many years, a very clear capital framework with clear priorities when it comes to call on capital. So the first priority is to continue to invest in the business to make sure that we can be competitive and grow over the next decades in terms of R&D, investing in manufacturing, et cetera. The second priority is that we can be competitive in terms of direct dividend to our shareholders compared to our peers. And the third priority is to supplement what we can do investing internally in the company, also investing in business development and mergers and acquisition to enhance the development opportunities for the company in the longer term.

And if we — after that has a surplus cash, we used that to buy back shares. And as you heard me speak about earlier today, we are proposing to you that in 2025, we do not do a share buyback program because we are investing very heavily into manufacturing to drive up capacity. But you also heard that we asked for an authorization to do a share buyback also this year if the circumstances change. Thank you.

Lars Jørgensen   President, CEO & Member of Management Board

And thank you for the question on CagriSema. I was alluding a bit to it earlier also and I’ll add maybe a bit more flavor to it. If you look at the global population, it’s estimated that more than 1 billion people live with obesity. Alone in the U.S., it’s more than 100 million. In China, it’s close to 200 million. And we are today serving only a few million of those. So in my view, it’s clear that there is a very, very large market opportunity. But it’s also clear that it takes a portfolio of different products that cater for different patients. And I think in what we have in Wegovy, in what we have in CagriSema and what we can do further in the clinical development of CagriSema, we can near term have one of the best known brands and one of the most differentiated products to compete against competition well.

I also mentioned that we’ll have an oral version as the first company. And if you look at now our clinical development, we have, again, I mentioned amycretin a combination of 2 mechanisms. We also now have 2 early programs where we’re combining 3 mechanisms and we’re also looking at new mechanisms. So I believe we have a really, really strong position. We have deep understanding of obesity as a disease. We have strong understanding of the biologies that we’re trying to use. And that is what will mitigate patent exploration for Wegovy. We have only launched Wegovy in 15 markets so far. So we’ll also be rolling that out in more and more markets. So a very attractive business opportunity for Novo Nordisk. And then we’ll see what that means for the share price, I think there are probably more elements than just CagriSema that has impacted the share price.

Anders Ørjan Jensen

And the next speaker is [ Peter Wilhelm ], and after Peter, it will be Bjorn Hansen.

Unknown Attendee

Thank you. And thank you for giving me the floor. Thank you to the CEO and the Chairman of the Board for the report. Now we can read in the Novo Nordisk way, Novo Nordisk values, that the company should be marked by openness by honesty and the company should treat everybody with respect. Probably, when you arrived here today, many of you saw people demonstrating outside the building, handing out flyers. They represent some of the people who work on the construction sites for which Novo Nordisk is responsible. So they represent people who create a lot of value for this organization and for this company, they create much more value than we do as shareholders.

And they are not there on the construction sites. They create results, which make possible the exorbitant profit of DKK 100 billion, from which we shareholders benefit, but they deliver if they were to be treated with respect mentioned in Novo Nordisk way. Well, then we should also offer them decent conditions. Nevertheless, what we have seen, what we’ve been able to read about in daily newspapers, such as Ekstra Bladet, is absolutely unacceptable way of treating workers who work for our company. People who are brought to Denmark on a so-called fast-track scheme, they have to document that they make more than DKK 415,000 a year. That’s a condition for getting into Denmark.

But nevertheless, in our places of work, we have seen that people have worked for much lower wages because they’ve been forced to work up to 60 hours a week. The people have been hired on contracts were part of the contract was that they are given a place to live or is a place to sleep for which they pay up to DKK 7,000 on a month in spite of it being a very lousy room or flat. And I think that many of you would be able to go out and find much better housing at that price. But nevertheless, those are the conditions which we offer the people who create value for our company.

And I honestly think that the management too has a responsibility for offering those people decent condition. That would be respectful. And when we talk about openness and honesty, it pains me to read that it may be difficult for newspapers to get access to the company. They make you some get some replies from a press service, but nobody dares a step forward and show their face and represent the company.

And I hear from trade unions that they are interested in setting up a cooperation with Novo Nordisk and Novo Nordisk says that they want to give decent conditions and decent contractual conditions, but it’s not possible for trade union representatives to gain access to the construction sites and find out whether those conditions are actually being adhered to. Do people who work 37 hours a week, do they get paid what they have been promised and are there some sort of payback schemes to subcontractors and other types of irregularities. And so we need to know whether Novo Nordisk would be willing to have a representative talk to the press. And more importantly, also whether trade unions, which are interested in cooperating with the company will they be given access to construction sites so that they can check on whether the conditions which Novo Nordisk says that it’s committed to are actually adhered to?

And now a few comments to the report, I think that once again, we are in a situation where Novo Nordisk is a very well-run company. We see profits in excess of DKK 100 billion after tax. And so how should that money be spent? Well, I think it would be respectful if a fair part of that profit be used to reduce prices, to increase accessibility, to medication for the proportion of the world’s population who do not have the money to pay for insulin or other types of medication.

And you might also think that this would be a way of helping the national health services, which are under critical pressure because of increasing costs or the money could be spent on securing decent working conditions on contracts and sites of places to work or could say that we need to do a way with the patent system such as it is today because we see that a great deal of money ends up in the pockets of insurance companies.

Products are sold at much too high prices, generating profits for the industry. There are so many ways in which that money could be used, but they choose not to do so. They choose to give us the money. Once again, we, as shareholders, get something like DKK 64 billion in buybacks and dividends. I don’t think that’s a proper way of running a company that people who actually do nothing to run the company or contribute to the profits of this company, get so much money that might be spent in better ways. Well, you’ve heard all of this before, but as long as the company doesn’t change its course, I’ll keep saying this. But once again, thank you for your report. And I look forward to hearing you replies to my questions.

Anders Ørjan Jensen

Thank you to [ Peter Wilhelm ], and Peter is also you — your organization that has the proposal later on in the agenda and some of it is related to this, but Lars will come up and respond and Bjorn Hansen will be after Lars has responded.

Lars Jørgensen   President, CEO & Member of Management Board

Thank you, Peter. Thank you, critical shareholders. We are online. We are — we agree that craftsman deliver a lot and they should have proper working conditions. What you described is not at all acceptable. We do not want that in anyway. In ’24, we started making sure that there are collective bargaining agreements for work carried out by suppliers and that there is supply chain responsibility down to the subcontractors. We’ve implemented that in dialogue with the Danish construction industries that represent many of the professions that are present on the work on the construction site.

We want decent conditions, and we want people to work under collective agreements and this is what our proposal is about. When we choose to say that we want to vote against, it is because we have construction projects in many countries. There are many ways of being organized in the different countries and their different statutory rules in the different countries. We want to make sure that we meet local conditions and requirements and traditions in the individual markets. About medication prices, I remember we talked about that last year and the year before, many of our shareholders will know the prices have been going down for us. I also mentioned in my report that about 8 million patients benefit now from our various support programs.

And in the U.S., we have this cash program. You can buy without using your insurance, if you feel you’re not well covered by your insurance. So we are trying to make accessibility to our medication as easy as possible. The thing about working conditions, proper working conditions, we are fully in agreement. We have started making sure that there are collective agreements for all of our projects. I hope that, that will correct that. What makes it difficult for us is we are — we have big projects going on. We have a number more subcontractors than we normally have, also some that we don’t know that well. But now it is being made clear to all of them that they must have decent conditions and must have a collective agreement. We are following up on that. Thank you.

Anders Ørjan Jensen

Thank you, Lars. And now we have Bjorn Hansen who will join us at the podium. Bjorn will take a different route to the stage, so we will just take a moment before he arrives.

Bjorn Hansen

My name is Bjorn Hansen, I represent small shareholders, large shareholders and future shareholders. We are quite satisfied. We have to say that during the past year, Novo has produced some excellent results, and they’ve also done in such a way that I was really surprised by seeing the share price dropping. Okay, we’ll just leave it with Phil.

Now I think back in 1965, I worked at Fuglebakken. I worked for a small company. I used to be a machine worker. I knew about welding, about basic electrode, and I worked at Fuglebakken, Novo Nordisk. I’ve never worked in such a good case of work. There was a safety, a good pay. I worked on the roof because I was the youngest man on the site and some of the older ones asked me did I need some help. And I will say, yes, I need this need that, and they would tell me how to handle it. And then we got safety rules from the factory manager and what our small company couldn’t handle, Novo handled for us. And things were done immediately. Safety increased because of Novo and thank you for that.

Now as late as only the day before yesterday, I found a couple of e-mail addresses. I had to go and visit Novo, and I talk to an excellent person in the reception. Now don’t run back and forth. Take care. Now I needed some Danish language information. And I must say that we’ve received a pretty good report in Danish. I think it would be useful to get a link in the future. So you can just get the information without having to accept all sorts of distracting cookies. We follow Novo Nordisk closely. Anybody who works with shareholders should anybody interested in shares should be given present of Novo Nordisk shares for his baptism.

Novo Nordisk has some American activities and some text, which was confusing. I said to myself, what is this? Because billions and trillions seem to be mixed between each other. The Danish milliat 9 zeroes and the American billion is also 9 zeroes, but the Danish billion has 12 zeroes. So it’s hard not to get confused, and I see that people on television mix these things up quite often. As far as I remember, on September ’24 of last year, Lars Fruergaard, our excellent CEO participated in a Senate hearing in the United States. Senators had called him to the senate. It was a kind of a questioning. I’ve worked in the United States once. So I know about these things on a smaller scale, but I do know about the system.

You asked a lot of questions, and we’ll — maybe you should have worn your blue EU socks that would have created a sensation. Now Lars, I think your explanation to Sanders and to the other senators and politicians, it was brilliance — it was brilliant, let’s say, calm, unruffled, [indiscernible] you’ve done your homework, some of the politicians didn’t quite know what they were talking about, and I didn’t like the way they kept interrupting you. But that’s because they felt they were in trouble. They didn’t want to hear the truth, now that’s unfortunately the case ever so often in America. It’s not a new thing. We know it very well.

Now a second little question. Some accuse Novo Nordisk of raking in too much money, both in Denmark and in other places. In the United States, that was an election year. People were out to get the votes. Good thing, you were not up for election, Lars. But now I’d like to hear, a, the importers what their profit? And b, the American purchasing organizations, what are their profit? And the pharmacy chains, what’s their profit in U.S. dollars and freight and shipping in the cooling chain to consumers and patients because we should remember that I’m talking especially about weight loss products, which need to be cooled which creates an extra cost. And other people tend to forget these minor costs. But when I read that a pharmacy chain takes a profit of about 70%, and I add up all these figures. And then I ask myself what does that single dollar turn into throughout the chain.

One thing that we should note and be pleased about is that Eli Lilly will probably be much more online. And if that’s the case, then do not repeat the mistake made that Coloplast, there should always be a code identifying the individual good and the PU number so that we always know that the goods delivered are original Novo products. They are not Chinese products. And so people don’t end up mixing up 3 different products and saying, “I didn’t lose any weight. That’s Novo’s fault.” But people with a lot of money are always sued and that Novo Nordisk should not. Novo Nordisk doesn’t deserve to be taken to court that way.

You should be aware of these things. I think Eli Lilly have the same interest and Novo Nordisk the product must always be top quality. It may be a bit more expensive, but there were — that people’s own choice. Do they want to buy our product? Or will they rather buy Chinese products? But of course, that may turn out to be a problem in America with the new tariffs. But anyway, I’d like to ask you what is the consumer price and what’s the cost of developing the products expressed in billions of Danish kroner, not least the special packaging for weight loss product. I’m talking only about weight loss products.

Now this leads me to my next question. Last year, we were told at the AGM that the Catalent purchase is about 3 sites and what has Novo Holding and the Novo Foundation paid and the transfer of Novo Holding and Novo Foundation to Novo Nordisk, I want to hear about the figure when did Catalent received the money. And was it paid for in shares or in cash so that the debt ratio increases abnormally because with such expansion, of course, it requires a lot of money requires billions and billions? And if I understand it correctly, you have given a discount to Novo Nordisk shareholders by Novo Holding, paying a surcharge for Catalent, but given a pass on that discount to you in Novo Nordisk and thereby you get a greater profit and you should have that as part of the equation.

Now I’d like to hear about whether Novo and the company’s plan to double up their buyback program of USD 20 million to USD 40 billion to stabilize the share price for investors and others with assets of its shares in Novo Nordisk. I think Helge Lund said something about that earlier on? Or was it Lars? I’m not quite sure but if it’s to do with the expansion of the share capital. I think that in the long term, it’s an excellent idea and it’s to do with the buyback program, which will prevent a repetition of what we saw 3 years ago that the day after dividends were paid out this year. Price was readjusted, now that may cost real money. It’s more stable, and I think that you should be praised for that.

Now this leads us to Catalent once again, they had more than the 3 factories we bought, but has Novo’s ownership of the entire company globally. In order to sell more insulin and weight loss product, especially in India, which quite rapidly may be as large a market as China and India should be started up now. Your competitors have started up in India already. And especially in Punjab because I believe that Punjab has the necessary purchasing power and in some of the large companies, Punjab is — was well known before the war and during World War 2, and the British know them very well. You have an advantage there.

There are huge differences between purchasing powers in various parts of India, as there is China, but there is a potential of 1.4 billion people in India, which I hear is divided up into about 15 different markets. I also noted that your factories are located — well, we have a page about that in the English report. Now I saw something about Norway. I didn’t quite understand that. I think we ought to have more sites there, and there’s more business to be done there. But anyway, thank you for giving me the floor and the best of luck. Thank you.

Helge Lund   Independent Chairman of the Board

Thank you for your many questions. Bjorn, good to see you again. I’ll try in Norwegian. And Lars can take the more difficult questions. I’ll answer 2 of them. One of them has to do with Catalent, the transaction there. And we have not given any discount. There’s been a negotiation between Novo Holding and Novo Nordisk, and we set the price for the 3 plants that we acquired. And Novo Nordisk Holding owns the different plans, Novo Nordisk has nothing to do with that. We do believe this is an important transaction. These 3 plants for Novo Nordisk because they increase our capacity for delivery in the coming years. Now if you think about the new possible share buyback program, I commented on that previously today. In ’25, we are not planning a share buyback program because we are investing such big amount in increasing our production capacity in the company. At the same time, as I said previously today, we have asked for authority to possibly carry out a share buyback program if conditions change.

Lars Jørgensen   President, CEO & Member of Management Board

Thank you, Helge, and thank you, Bjorn Hansen for the questions. I’m pleased that you used to work at Fuglebakken. We will do what we can to hold on to the good positions you mentioned. You have some comments. Can you get rid of cookies in our links? I don’t think we can. It’s a statutory requirement, I think, so we can’t do that. Now in regarding to medication prices and who makes what kind of money. You can see from our financial statements that in recent years, we’ve given about 70% discount for buyers. You can remember I mentioned in the hearing in December that when we have had experience with reducing our price, it has given us poorer access to patients. So there is a complex market structure in the U.S., which is difficult to break out of. I also mentioned that we’ve tried with the so-called cash program selling directly to patients at lower prices than what we charge these intermediaries. So over time, I think you will see different market structures in the U.S. So perhaps we may get rid of some of the discounts that exist.

You mentioned Norway. Even if our Chairman is from Norway, we do not have a factory in Norway yet, and I don’t think we will. Thank you.

Anders Ørjan Jensen

Thank you, Helge and Lars, and we have no further requests from shareholders to speak, either here or from the online participants. So I think that concludes our debate around Items 1, 2, 3. I’ll quickly run through them.

So the first item on the agenda was the report about the activities for the past financial year. And I’ll just conclude that the meeting here has taken note of the report. Item 2 is approval of the annual report. And of course, this report includes the required statements from the auditor in relation both to the financial path and the sustainability statements.

I assume there are no further questions there, so we can also conclude that the report has been approved. It’s approved.

And then we have the resolution for distribution of profits that Helge mentioned a dividend of DKK 7.9 per share, which is, of course, in addition to what it was previously paid out last year. And I assume there are no further comments here either, and we can conclude that proposal has been adopted. Good.

That leads us to Item 4 and 5 on the agenda, which is a presentation and advisory vote on the remuneration report for 2024 and also the proposal regarding Board remuneration. And I’ll pass the word on here to Helge to provide further context and present the proposals.

Helge Lund   Independent Chairman of the Board

Thank you, Anders. Again, this year, we have published a report on board and executive remuneration, which is accessible on our website. As you can read in the report, Board remuneration was in line with the remuneration policy as well as the remuneration level approved by the Annual General Meeting last year. The slight increase in total Board remuneration reflects the inflation adjustment of the Board fees and of the fees to the R&D committee adopted by the general meeting last year. On this background, the Board proposes to the general meeting to adopt the actual Board remuneration for 2024.

Moreover, the executive remuneration was in line with the remuneration policy approved by the Annual General Meeting and the decrease in total remuneration to the executive management is mainly due to the decrease in short- and long-term incentive pay to the executives. The total CEO remuneration in 2024 was DKK 57.1 million, a decrease of 16% compared to 2023, primarily as a result of a lower performance across the short- and long-term incentive programs. The Board has reviewed the current remuneration level for the Board in light of the general market developments for Board remuneration as well as the developments in Novo Nordisk’s business and found that there was no need for significant changes.

On this background, the Board proposes to adjust the remuneration level for 2025, in line with general salary inflation and thus increased remuneration by 3%, as shown on the slide. And with that, back to you, Anders.

Anders Ørjan Jensen

Thank you, Helge, and I don’t know if we have any questions or comments to these proposals. I don’t think we have any from the meeting room here. And none from our virtual participants, so I’ll conclude that these proposals have been adopted.

That leads us on to Item 6 on the agenda, which relates to election of Board members and also appointment of auditor. And here also, Helge will introduce to explain how the Board has conducted its self-assessment and nomination process. After that, I’ll present the formal proposals.

Helge Lund   Independent Chairman of the Board

Thanks, Anders. And let me start with a few words on the collaboration among the Board members and the composition of the Board. The collaboration in the Board and between the Board, Lars and the executive team continues to be open productive and also forward-looking. Our purpose and strategic aspirations are the overall guide for the Board’s work and the basis for addressing topics or short as well as long-term nature. Each year, the Board conducts a Board evaluation. And in 2024, the evaluation process was facilitated internally and led by the People and Governance Committee.

The process included an extensive questionnaire that was completed by all members of the Board and executive management and overall, the 2024 Board evaluation revealed that the Board and the Board committees continue to operate effectively with a constructive and supportive culture and strong collaboration between the Board and executive management, enabling candid and direct discussions. Further, the competencies in the Board were considered in general, to be adequate and well balanced, and it was the assessment that the board currently has the right size.

And key focus areas for the Board of Directors in 2025, our continued focus on leveraging outside end use and external experts to go deeper on key topics, succession planning as well as further increasing the Board’s engagement with key talents of the company. When recommending candidates to be nominated the Board takes into consideration the balance between renewal and continuity, the desired competence and experience, the performance of the individual board members and the ambition for diversity as well as independents.

With the proposed candidates, we will continue to fulfill our diversity ambition of being at least 2 shareholder-elected members on Nordic nationality and 2 of non-Nordic nationality and supplemented by being at least 3 shareholder-elected board members of each gender. Diversity among Board members across gender and other dimensions remains a key priority. And now back to you, Anders.

Anders Ørjan Jensen

Thank you, Helge, and I’ll quickly run through the Board’s proposal in relation to the Board composition. So it’s divided into 3. We have direct elections here at Novo Nordisk for both the Chair and the Vice Chair. So as regards to the Chair, the proposal is to reappoint Helge Lund as chair under Item 6.2. It is proposed to reelect the current vice chair Henrik Poulsen, who is sitting right here. And for the other shareholder elected Board members is also proposed to reelect the current members.

So we have Laurence Debroux, Andreas Fibig, Sylvie Grégoire, Kasim Kutay, Christina Law and Martin Mackay, and they’re all sitting here in front of me. In addition to the shareholder-elected board members, we have 4 employee-elected members, and that is Elisabeth Dahl Christensen, Liselotte Hyveled, Mette Bøjer Jensen and Thomas Rantzau. They are appointed by the employees for a period of 4 years at a time, and I think that period expires here in ’26. So that’s next year.

If we turn now to quickly to auditors. Item 7, the proposal is to reappoint Deloitte as the auditor both in terms of the financial reporting, but also sustainability reporting. And the question then is, if there are any comments or proposals from the meeting room here or from the virtual participants? And as there are no comments, I hope the meeting here will join me in congratulating all the candidates with their reelection.

Thank you for that. That leads us to Item 8 on the agenda, which divided into a couple of points. The first are 2 proposals that we are quite familiar with from previous general meetings from the Board. One is a renewal of the existing authorization to the Board of Directors to let the company repurchase own shares. And here is the proposal to renew the existing authorization, so it expires at the Annual General Meeting next year.

The authorization will be subject to the customary limitations. There’s a number of shares corresponding to 10% of the share capital. There is a limit of 10% of the share capital and also the price cannot deviate by more than 10% from the share price when the share is acquired.

Under Item 8.2, we have a proposal to renew the existing authorization to issue new shares. And here, the proposal is to extend these authorizations until 1st of April 2027. And the existing limitations will apply, meaning that they’re limited to an amount corresponding to 10% of the current share capital. The technical wording, I’ll refer to the convening notice that contains all the language there.

Any questions or comments to these 2 proposals? It does not appear to be the case. So I’ll conclude that these 2 proposals have been adopted.

And that leads us to Item 8.3 of the agenda, which is a proposal from a shareholder [indiscernible] regarding construction process contracts. And here, the shareholder association referred to as [indiscernible] has submitted a proposal relating to mandatory collective bargaining agreements and to working environment standards at Novo Nordisk building sites. And I’ve agreed with [ Peter Wilhelm ] to come up and motivate his proposal.

Unknown Attendee

Thank you. As I mentioned previously, you might think that a company such as Novo that has a profit of DKK 100 billion after tax and can pay out DKK 64 billion for its shareholders should also be able to afford ensuring proper working conditions for the employees who create a profit for the company by helping building offices and production facilities.

That’s the reason why we have made this proposal. And I understand from Lars Fruergaard, the CEO that in principle, the company agrees with the intentions, but they’re not going to vote in favor. I can’t quite understand that. I think it will be obvious that we should send the clear signal saying that, obviously, as a responsible company, we ensure that there are proper working conditions and wages both for the main contractors but also for subcontractors. The problem is that when we come to the second and third link of subcontractors then perhaps you don’t have that much control over it as the main contractor set. That’s why it’s essential that we have contracts that are obliged them to have that. We must also ensure that there’s proper supervision. And this is also where I think the question I asked in connection with the report, I didn’t get a clear answer, I think.

Now in connection with this, do you want to help ensure that trade unions have access to the sites, so to be able to check that the collective agreements that Novo says that they want to conclude that they are being met because this is an important precondition. If not, Ekstra Bladet, the newspaper would not have been able to write stories about the concrete conditions that need to go. We agree on that. So in connection with this question, too, I’d like to repeat my question. Will you ensure that trade unions can get access to the building sites? And I think you should support this proposal also because this is not just for Danish workplaces where you have a strong trade union movement, but also actually the other building sites around the world there too, we should ensure that Novo lives up to the best conditions to ensure proper working conditions and wages.

And you could ensure that by adopting such a proposal as this. So I encourage you to support the proposal and to support the requirement that trade unions have access to the building sites. So we do not have to read the stories that we’ve read in the newspapers. Thank you very much.

Lars Jørgensen   President, CEO & Member of Management Board

Thank you again, Peter. I’ve agreed with Helge, that I’ll give the reply. As I mentioned, first time around. We basically do agree with the intention of this proposal, and that is why we started last year, insisting on collective agreements for all suppliers. And there is chain responsibility. So it does apply to subcontractors too. The case that you would describe, which is entirely unacceptable. I think, with a subcontractor of a subcontractor who did not live up to the existing requirements. So we do monitor this. We have had a dialogue with the construction industry about how to do this. So I do feel that we have taken very good steps. And we do monitor this.

Obviously, we would like to discuss whether we can do even better. Your proposal here, the way it is worded, if we were to approve that, it would apply throughout the world. And there are different traditions in different countries for how to solve these challenges. So we want to have proper working conditions everywhere, but we need to follow the ways of handling in the different countries.

I didn’t answer your question concerning allowing trade unions. I think it was last year — last week, we actually invited different media, Ekstra Bladet, that newspaper, they didn’t come. They didn’t turn up. They only want to communicate in writing. But in other media, we did invite and showed them how we act. We want to be transparent about what we do. And we are taking this very seriously. And we have scaled up the people, the number of people who make sure that we have the right people that get access to our sites. Thank you.

Anders Ørjan Jensen

Thank you, Lars. And as referred to in the convening notice, there’s an explanation there on the Board’s position on this proposal, and Lars has expanded on that here. And Peter, as we discussed earlier, based on the voting instructions that we see there’s a clear majority that this proposal cannot be adopted. So we’ve also agreed that there will be no formal vote on this point. And I think are no further questions, I think I’ll conclude on that basis.

No further questions. Okay. The proposal has been rejected. That leads us to the final item on the agenda, which is Item 9, any other business. And here, it’s possible to ask further questions or comments. We cannot adopt any proposals. If there are no final comments or questions, then — I think we have one shareholder. Welcome to the stage, and please state your name to the microphone.

Unknown Shareholder

Thank you. I’m [ Gusta Morgensen ], and I’m a shareholder here in Novo Nordisk. I would like just to take a question. And then you hope it’s okay. The question is as follows: how does management handle the competitive situation in the pharmaceutical market? We’ve seen an increase. Eli Lilly and Danish companies too are beginning to do something. I’m looking forward to the reply from management. That was it from me.

Lars Jørgensen   President, CEO & Member of Management Board

Thank you for your question. Let me say that it’s wonderful to have so many good pharmaceutical companies and biotech companies in this field. To think that in Denmark, you can have — in addition to — you can have biotech companies that take partnerships with global pharma companies. I think we should be proud of that, actually. Now looking at the partnerships that have been concluded, it’s nice to think that these are mechanisms that we also have in our pipeline, the amylin, for instance, the biology there that we believe will — it’s going to be a supplement to GLP-1 and we are looking at that in CagriSema and amycretin and also as a monotherapy, actually.

So competition is good because it keeps you awake, doesn’t it? It keeps you alert. And when you see there are competitors are trying to do the same thing that we do, but they are sort of lagging behind us. But I think that’s a good position we’re in. So we take competition very seriously. But in this particular field, I do believe we can compete. Thank you.

Anders Ørjan Jensen

Thank you, Lars. Just a final check if we have any final questions. If not, I’ll pass the word on to Helge to conclude the meeting.

Helge Lund   Independent Chairman of the Board

First, I would like to thank Anders Ørjan and Louise for chairing the Annual General Meeting. Thank you. You have guided us in a professional manner. I would also like to thank all the shareholders for attending this year’s Annual General Meeting and for your continued support.

And in Novo, we always value interactions with shareholders, either in person or virtually. And we are looking forward to meeting you all again in the spring of 2026. For shareholders participating in person here in Bella Center, please leave the room using the doors at the back of the pole where you entered, and you will be serving a cup of coffee or 2 outside the doors. And also for those of you who have borrowed a headset or a voting device, please hand it back on your way out. And please also remember to take all of your belongings with you.

Lastly, I will mention that for those having signed up the informal shareholders’ meeting will follow this meeting, beginning at 5:00 here in this room. And with that, I hereby declare the general meeting closed, and thank you and enjoy the evening.