Investor Presentation Public Boards Perspective Dr Göran Ando Chairman of Novo Nordisk A/S Mexico City – part of Cities Changing Diabetes

Public Board Perspective October 2015 What does a board do?

Public Board Perspective October 2015 We hire and fire the CEO

Investor Presentation Public Board Perspective October 2015 The board appoints management, supervises on performance and provides direction for the strategy Management Performance Strategy Ensure the right Executive Management of the company Ensure the right organisation of the company Supervise the financial performance of the company Supervise the performance and integrity of Executive Management Participate in managing the company by providing direction to Executive Management Participate in determining the strategy for the company, and approve major business plans and decisions

Investor Presentation Public Board Perspective October 2015 Diversity is an overarching trend in board work leading to more careful recruitment of new candidates The diversity of boards is increasing and board members are moving toward … Novo Nordisk also has a clear approach and guiding principles in order to increase diversity Being more international Having more sector competence Having more diverse and balanced competencies Having more balanced tenures

Investor Presentation Public Board Perspective October 2015 The board of Novo Nordisk is diverse and has profound expertise in a number of key areas The Novo Nordisk board is diverse in multiple ways Novo Nordisk Board of Directors Six nationalities are represented on the board Five female and seven male board members Five of eight shareholder elected board members have a strong pharma background Three of eight shareholder elected board members have a strong US background Two of eight shareholder elected board members have profound financial expertise … and the board has seen radical change over the past five years as just four members have been on the board for more than five years.

Boards are different throughout the world Investor Presentation Public Board Perspective October 2015 Boards are different throughout the world United States United Kingdom Sweden Denmark CEO frequently also a board member Nomination committee of major shareholders Chairman and CEO role often the same person One tier board system Two tier board system

Investor Presentation Public Board Perspective October 2015 Danish companies are frequently foundation owned and governed through a two tier board structure Novo Nordisk’s two tiered board structure is common in Denmark Characteristics of Danish ownership structure Foundation majority ownership is common Foundations can ensure sufficient “free float” to encourage other strong shareholders (if company is public) Foundations have controlling vote Pharmaceutical companies Novo Nordisk, Lundbeck and Leo Pharma are all foundation owned Foundation ownership represents an ideal ownership structure ensuring a long term focus and stability Shareholders Board of Directors Audit Committee Nomination Committee Remuneration Committee Chairmanship* Executive Management Organisation *The Chairmanship is directly elected by the annual general meeting

Stable ownership structure - secured through A and B-share structure Investor Presentation Public Board Perspective October 2015 Stable ownership structure - secured through A and B-share structure Share structure The Novo Nordisk Foundation Novo Nordisk Foundation Institutional and private investors The Novo Nordisk Foundation is a self-governing institution that: provides a stable basis for Novo Nordisk supports scientific, humanitarian and social purposes All strategic and operational matters are governed by the board and management of Novo Nordisk Overlapping board memberships ensure that the Novo Nordisk Foundation and Novo Nordisk share vision and strategy The Novo Nordisk Foundation has no right to divest Novo A/S 74.7% of votes 27.0% of capital 25.3% of votes 73.0% of capital A shares 537m shares B shares 2,063m shares Novo Nordisk A/S Note: Treasury shares are included in the capital but have no voting rights

Novo Nordisk at a glance Investor Presentation Public Board Perspective October 2015 Novo Nordisk at a glance Global leader in diabetes care Global insulin market leadership A focused pharmaceutical company with leading positions in diabetes, haemophilia and growth hormone Exclusively focused on proteins and peptides Double digit top line growth driven by diabetes pandemic Significant growth opportunities fuelled by global presence and strong R&D pipeline Global insulin market share: 47% Europe: Market share 47% Japan & Korea: Market share 49% North America: Market share 37% China: Market share 57% International Operations: Market share 55% Global/regional headquarter Manufacturing R&D facility Source: IMS MAT May 2015 volume figures

Investor Presentation Public Board Perspective October 2015 Novo Nordisk has offered an attractive shareholder return through share price increase and annual cash return Share price development Annual cash return to shareholders Share price in DKK DKK billion Share repurchase Dividend Free cash flow Expanded share repurchase1 2015 Market cap peak >1000bDKK 2014 Market cap ~700bDKK 2000 Market cap ~90bDKK 2000 2015 1 Based on improved outlook for free cash flow generation primarily related to partial divestment of NNIT Note: Dividends are allocated to the year of dividend pay. For 2015 expected free cash flow is DKK 33-35 billion. Share repurchase programmes run for 12 months starting February until end January of the following year

Investor Presentation Public Board Perspective October 2015 Novo Nordisk is the most valuable company in the Nordic region and among the largest employers Nordic companies listed by market cap Novo Nordisk employee numbers Company name Market cap (mDKK) Novo Nordisk A/S 967,979 Hennes & Mauritz AB 422,303 Nordea Bank AB 319,380 Statoil ASA 316,496 ABB LTD-REG 293,753 AP Moeller-Maersk A/S 232,762 Ericsson LM 215,233 Danske Bank A/S 213,928 Telenor ASA 201,865 Atlas Copco AB 197,341 39,000 employees globally 15,000 employees in Denmark spread across Headquarters Research & Development Manufacturing 1,000-2,000 new employees added net per year Source: Danske Bank, 8 September 2015

Investor Presentation Public Board Perspective October 2015 Foundation ownership has contributed to Danish life sciences and helped Novo Nordisk to remain independent Grants paid out by the Novo Nordisk Foundation Large pharma M&A since 2000 – Novo Nordisk could have been a target if not for foundation Thematic grants Open competition grants Likely not to exist as independent company Devastating effect on Danish life science Year Acquirer/ resultant company Target/Merging companies Deal type Total value (bUSD) 2004 Sanofi Aventis Acquisition 73.5 2000 GlaxoSmithKline Smithkline Beecham + Glaxo Wellcome Merger 72.4 2002 Pfizer Pharmacia 64.3 2009 Wyeth 64.2 Merck & Co. Schering-Plough 47.1 2008 Roche Genentech 44.0 2014 Actavis Forest Laboratories 20.7 2010 Genzyme 19.6 2006 Bayer Schering AG 18.4 2001 Amgen Immunex 16.8 mDKK Humanitarian and social causes 2010 2011 2012 2013 2014 Source: www.novonordiskfonden.dk Source: Bloomberg

Investor Presentation Public Board Perspective October 2015 Boards add value in many ways but should also beware of a number of pitfalls Ways in which boards add value Pitfalls related to board work Developing strategy and balancing the short and long-term Providing oversight and good governance Encouraging and challenging management Utilising broad experience among board members Ensuring timely succession planning and talent development The board and executive management have different roles which should not be confused with one another The board may get a sanitized view of what is truly going on The board must be careful not to get too focused on the company alone rather than seeing it in the context of the external world The board should beware of not shifting its focus beyond strategy and not focus too much on execution > >

World is changing Skills needed at board changes Topics change Public Board Perspective October 2015 World is changing Skills needed at board changes Topics change Board succession is a never ending topic