Notice for the Annual General Meeting of Novo Nordisk A/S‌‌ Bagsværd, Denmark, 24 February 2017 - The Annual General Meeting of Novo Nordisk A/S will be held on: Thursday 23 March 2017 at 2.00 pm (CET)

at Bella Center, entrance West, Center Boulevard 5, 2300 Copenhagen S, Denmark.

The notice for the Annual General Meeting, including Appendix 1: Candidates for the Board of Directors and Appendix 2: Revised Remuneration Principles, is enclosed.

BOARD OF DIRECTORS - PROPOSED CHANGES IN COMPOSITION

All board members elected by the Annual General Meeting are up for election. Bruno Angelici does not seek re-election as member of the Board of Directors.

The Board of Directors proposes re-election of the following board members elected by the Annual General Meeting: Göran Ando (chairman), Jeppe Christiansen (vice chairman), Brian Daniels, Sylvie Grégoire, Liz Hewitt and Mary Szela.

The Board of Directors proposes election of Kasim Kutay and Helge Lund as new members of the Board of Directors at the Annual General Meeting.

Mr Kutay is chief executive officer of Novo A/S, Denmark. The Board of Directors recommends election of Mr Kutay primarily because of his extensive experience as financial advisor to the pharmaceutical, biotechnology and medical device industries. Furthermore, Mr Kutay has advised healthcare companies on an international basis including companies based in Europe, the USA, Japan and India. Mr Lund is former chief executive officer of the integrated gas company, BG Group plc. The Board of Directors recommends election of Mr Lund primarily because of his extensive executive and board experience in large multinational companies headquartered in Scandinavia within regulated markets and significant financial knowledge.

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Novo Nordisk is a global healthcare company with more than 90 years of innovation and leadership in diabetes care. This heritage has given us experience and capabilities that also enable us to help people defeat other serious chronic conditions: haemophilia, growth disorders and obesity. Headquartered in Denmark, Novo Nordisk employs approximately 42,000 people in 77 countries and markets its products in more than 165 countries. Novo Nordisk's B shares are listed on Nasdaq Copenhagen (Novo-B). Its ADRs are listed on the New York Stock Exchange (NVO). For more information, visit novonordisk.com, Facebook, Twitter, LinkedIn, YouTube

Further information

Media:

Katrine Sperling

+45 4442 6718

krsp@novonordisk.com

Ken Inchausti (US)

+1 609 786 8316

kiau@novonordisk.com

Investors:

Peter Hugreffe Ankersen

+45 3075 9085

phak@novonordisk.com

Hanna Ögren

+45 3079 8519

haoe@novonordisk.com

Anders Mikkelsen

+45 3079 4461

armk@novonordisk.com

Kasper Veje (US)

+1 609 235 8567

kpvj@novonordisk.com

Annual General Meeting of Novo Nordisk A/S

Scan the QR code with your smartphone to go directly to the registration site

To the shareholders of Novo Nordisk A/S

February 2017

The Annual General Meeting will be held on Thursday 23 March 2017 at 2.00 pm (CET) at Bella Center, Center Boulevard 5, DK-2300 Copenhagen S, Denmark

Agenda

  1. The Board of Directors' oral report on the Company's activities in the past financial year.

  2. Presentation and adoption of the statutory Annual Report 2016.

  3. Approval of the remuneration of the Board of Direc- tors for 2016 and the remuneration level for 2017.

  4. Approval of actual remuneration for 2016.

  5. Approval of remuneration level for 2017.

  6. Resolution to distribute the profit according to the adopted statutory Annual Report 2016.

  7. Election of members to the Board of Directors, including chairman and vice chairman.

  8. Election of chairman.

  9. Election of vice chairman.

  10. Election of other members to the Board of Directors.

  11. Appointment of auditor.

  12. Proposals from the Board of Directors:

  13. Reduction of the Company's B share capital by nominally DKK 10,000,000 by cancellation of B shares.

  14. Authorisation to the Board of Directors to allow the Company to repurchase own shares.

  15. Approval of changes to the Remuneration Principles.

  16. Proposals from shareholders:

  17. Free parking for the shareholders in connection with the informal Shareholders' Meeting.

  18. The buffet after the informal Shareholders'

  19. Meeting is served as set table catering (in Danish "dækkes op ved borde").

  20. Any other business.

  21. Elaboration of the items on the agenda

    Item 1:

    The Board of Directors proposes that the oral report on the Company's activities in the past financial year is noted by the Annual General Meeting.

    Item 2:

    The Board of Directors proposes that the statutory Annual Report 2016 is adopted by the Annual General Meeting. The statutory Annual Report is available on the Company's website novonordisk.com/annualreport.

    Item 3.1:

    The Board of Directors proposes that the actual remunera- tion of the Board of Directors for 2016 of DKK 14,400,000 is approved by the Annual General Meeting. Reference is made to page 50 of the statutory Annual Report 2016.

    The actual remuneration for 2016 corresponds to the re- muneration level approved by the Annual General Meet- ing in 2016 for the 2016 financial year.

    Item 3.2:

    Based on benchmark data from major Danish companies supplemented with benchmark data from Scandinavian companies and European pharmaceutical companies, which in size and complexity are similar to the Company, the Board proposes the following remuneration level for 2017 is approved by the Annual General Meeting, which is identical to the remuneration level for 2016.

    w The base fee for board members is DKK 600,000. w The chairman shall receive 3.00 times the base fee. w The vice chairman shall receive 2.00 times the base

    fee.

    w The Audit Committee chairman shall receive 1.00 times the base fee in addition to the base fee.

    w The Audit Committee members shall receive 0.50 times the base fee in addition to the base fee.

    w The Nomination Committee chairman shall receive

    0.50 times the base fee in addition to the base fee.

    w The Nomination Committee members shall receive

    0.25 times the base fee in addition to the base fee.

    Page 2 • Novo Nordisk Annual General Meeting 2017

Novo Nordisk A/S published this content on 24 February 2017 and is solely responsible for the information contained herein.
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