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

2. Public Board Perspective October 2015
What does a board do?

3. Public Board Perspective October 2015
We hire and fire the CEO

4. 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

5. 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

6. 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.

7. 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

8. 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

9. 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

10. 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

11. 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 billion. Share repurchase programmes run for 12 months starting February until end January of the following year

12. 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

13. 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:
Source: Bloomberg

14. 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
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15. 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