ノボノルディスクADRの年次報告

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

(Mark One)


o						REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
						OR
x						ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
						For the fiscal year ended December 31, 2023
						OR
o						TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
						OR
o						SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 333-82318

NOVO NORDISK A/S

(Exact name of Registrant as specified in its charter)


Not applicable			The Kingdom of Denmark
(Translation of Registrant’s name into English)			(Jurisdiction of incorporation or organization)

Novo Alle 1

DK-2880 Bagsværd

Denmark

(Address of principal executive offices)

Karsten Munk Knudsen

Executive vice president and chief financial officer

Tel: +45 4444 8888

E-mail: kmkn@novonordisk.com

Novo Alle 1, DK-2880 Bagsværd, Denmark

(Name, Telephone, E-mail and Address of Company Contact Person)


Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class:	Trading Symbol(s):	Name of each exchange on which registered:
B shares, nominal value DKK 0.10 each		New York Stock Exchange*
American Depositary Receipts, each representing one B Share	NVO	New York Stock Exchange
* Not for trading, but only in connection with the registration of American Depositary Receipts, pursuant to the requirements of the Securities and Exchange Commission.

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the Annual Report:


A shares, nominal value DKK 0.10 each:			1,074,872,000
B shares, nominal value DKK 0.10 each:			3,435,128,000

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes x No o

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes o No x

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x Accelerated filer o Non-accelerated filer o Emerging growth company o

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.x

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filling:

U.S. GAAP o International Financial Reporting Standards as issued by the International Accounting Standards Board x Other o

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:

Item 17 o Item 18 o

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No x


TABLE OF CONTENTS

TABLE OF CONTENTS


INTRODUCTION		2
Part I
ITEM 1	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVIS E RS	3
ITEM 2	OFFER STATISTICS AND EXPECTED TIMETABLE	3
ITEM 3	KEY INFORMATION	3
ITEM 4	INFORMATION ON THE COMPANY	4
ITEM 4A	UNRESOLVED STAFF COMMENTS	10
ITEM 5	OPERATING AND FINANCIAL REVIEW AND PROSPECTS	10
ITEM 6	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	14
ITEM 7	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	18
ITEM 8	FINANCIAL INFORMATION	19
ITEM 9	THE OFFER AND LISTING	19
ITEM 10	ADDITIONAL INFORMATION	20
ITEM 11	QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK	23
ITEM 12	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	23
Part II
ITEM 13	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	25
ITEM 14	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	25
ITEM 15	CONTROLS AND PROCEDURES	25
ITEM 16A	AUDIT COMMITTEE FINANCIAL EXPERT	26
ITEM 16B	CODE OF ETHICS	26
ITEM 16C	PRINCIPAL ACCOUNTANT FEES AND SERVICES	26
ITEM 16D	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	27
ITEM 16E	PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	27
ITEM 16F	CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT	28
ITEM 16G	CORPORATE GOVERNANCE	28
ITEM 16H	MINE SAFETY DISCLOSURE	30
ITEM 16I	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	30
ITEM 16I	INSIDER TRADING POLICIES	30
ITEM 16K	CYBERSECURITY	30
Part III
ITEM 17	FINANCIAL STATEMENTS	32
ITEM 18	FINANCIAL STATEMENTS	32
ITEM 19	EXHIBITS	35
SIGNATURES	SIGNATURES	37


			Novo Nordisk Form 20-F 2023


INTRODUCTION

INTRODUCTION

In this Form 20-F the terms ‘the Company’, ‘Novo Nordisk’ and ‘the Group’ refer to the parent company Novo Nordisk A/S together with its consolidated subsidiaries. The term ‘Novo Nordisk A/S’ is used when addressing issues specifically related to this legal entity.

Pursuant to Rule 12b-23(a) of the Securities Exchange Act of 1934, as amended, certain information for the 2023 Form 20-F of Novo Nordisk A/S set out herein is being incorporated by reference from the Company's statutory Annual Report 2023, including the consolidated financial statements of Novo Nordisk A/S (hereafter “Annual Report 2023”) and the Company’s Remuneration Report 2023 as specified elsewhere in this Form 20-F (with the exception of the items and pages so specified, the Annual Report 2023 and Remuneration Report 2023 are not deemed to be filed as part of this Form 20-F). Therefore, the information in this Form 20-F should be read in conjunction with the Annual Report 2023 and the Remuneration Report 2023 (see Exhibits 15.1 and 15.3, respectively)

The Company publishes its financial statements in Danish kroner (DKK).

Novo Nordisk conducted a stock split whereby the trading unit of the Novo Nordisk B shares listed on NASDAQ OMX Copenhagen was changed from DKK 0.20 to DKK 0.10 as of September 13, 2023. The American Depositary Receipts (ADRs) listed on the New York Stock Exchange (NYSE) were similarly split as of September 20, 2023, to ensure that the ratio of B shares to ADRs remains 1:1. Historical data and comparative disclosures in this Form 20-F and our Annual Report 2023 have been adjusted to reflect the stock split.

Forward-looking statements

The information set forth in this Form 20-F contains forward-looking statements as the term is defined in the U.S. Private Securities Litigation Reform Act of 1995.

Words such as ‘believe’, ‘expect’, ‘may’, ‘will’, ‘plan’, ‘strategy’, ‘prospect’, ‘foresee’, ‘estimate’, ‘project’, ‘anticipate’, ‘can’, ‘intend’, ‘target’ and other words and terms of similar meaning in connection with any discussion of future operating or financial performance identify forward-looking statements. Examples of such forward-looking statements include, but are not limited to:

•statements of targets, plans, objectives or goals for future operations, including those related to Novo Nordisk’s products, product research, product development, product introductions and product approvals as well as cooperation in relation thereto,

•statements containing projections of or targets for revenues, costs, income (or loss), earnings per share, capital expenditures, dividends, capital structure, net financials and other financial measures,

•statements regarding future economic performance, future actions and outcome of contingencies such as legal proceedings, and

•statements regarding the assumptions underlying or relating to such statements.

With reference to our Annual Report 2023, examples of forward-looking statements can be found under the heading 'Strategic Aspirations' in our Annual Report 2023 and elsewhere. These statements are based on current plans, estimates and projections. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific. Novo Nordisk cautions that a number of important factors, including those described in our Annual Report 2023, could cause actual results to differ materially from those contemplated in any forward-looking statements.

Factors that may affect future results include, but are not limited to, global as well as local political and economic conditions, such as interest rate and currency exchange rate fluctuations, delay or failure of projects related to research and/or development, unplanned loss of patents, interruptions of supplies and production, including as a result of interruptions or delays affecting supply chains on which Novo Nordisk relies, shortages of supplies, including energy supplies, product recalls, unexpected contract breaches or terminations, government-mandated or market-driven price decreases for Novo Nordisk’s products, introduction of competing products, reliance on information technology including the risk of cybersecurity breaches, Novo Nordisk’s ability to successfully market current and new products, exposure to product liability and legal proceedings and investigations, changes in governmental laws and related interpretation thereof, including on reimbursement, intellectual property protection and regulatory controls on testing, approval, manufacturing and marketing, perceived or actual failure to adhere to ethical marketing practices, investments in and divestitures of domestic and foreign companies, unexpected growth in costs and expenses, strikes and other labour market disputes, failure to recruit and retain the right employees, failure to maintain a culture of compliance, epidemics, pandemics or other public health crises, effects of domestic or international crises, civil unrest, war or other conflict, and factors related to the foregoing matters and other factors not specifically identified herein.

For an overview of some, but not all, of the risks that could adversely affect Novo Nordisk's results or the accuracy of forward-looking statements in this document, reference is made to the overview of risk factors in ‘Risk management’ on pages 41-42 of our Annual Report 2023. Unless required by law, Novo Nordisk has no duty and undertakes no obligation to update or revise any forward-looking statement after the date of this document, whether as a result of new information, future events or otherwise.

Enforceability of civil liabilities

The Company is a Danish corporation and a majority of its directors and officers, as well as certain experts named herein, are non-residents of the United States. A substantial portion of the assets of Novo Nordisk A/S, its subsidiaries and such persons are located outside the United States. As a result, it may be difficult for shareholders of the Company to effect service within the United States upon directors, officers and experts who are not residents of the United States or to enforce judgments in the United States. In addition, there can be no assurance as to the enforceability in Denmark against the Company or its respective directors, officers and experts who are not residents of the United States, or in actions for enforcement of judgments of United States courts, of liabilities predicated solely upon the federal securities laws of the United States.


			Novo Nordisk Form 20-F 2022


ITEM 1 IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

PART I

ITEM 1 IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

ITEM 2 OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3 KEY INFORMATION

A. [RESERVED]

B. CAPITALIZATION AND INDEBTEDNESS

Not applicable.

C. REASONS FOR THE OFFER AND USE OF PROCEEDS

Not applicable.

D. RISK FACTORS

For information on risk factors, reference is made to ‘Risk management’ on pages 41-42 of our Annual Report 2023, excluding the section ‘Mitigating actions’ on page 42. Outlined in greater detail below, we are subject to cybersecurity risks and the risk related to climate change.

The potential risk on our business as a result of cybersecurity breaches

We rely on our IT systems to protect our intellectual property, business confidential information, and personal data. Therefore, disruption as a result of cybersecurity breaches could negatively impact the Company’s business and operations or financial results.

IT systems act as a backbone for the Company. They support processes in research & development, manufacturing, sales and supply, and business administration. As we are a global company, the size and complexity of our IT systems are significant, and our IT infrastructure and networks are spread across the geographic regions in which we operate. The dedicated cybersecurity teams who operate our global IT security infrastructure may be unable to respond sufficiently to the threats facing us or may fail to prevent service interruptions or security breaches resulting from attacks by malicious third parties. Many of these cyber threats have the potential to cause significant downtime of critical IT systems or the unintended disclosure of confidential information and personal data. Although we have not previously experienced material losses as a result of such incidents, we cannot guarantee that we will be able to prevent similar incidents from occurring or adversely affecting our business in the future.

We are subject to data privacy regulation in the EU (including the General Data Protection Regulation) and to privacy laws in many other jurisdictions where we do business that impose obligations and restrictions on the collection and use of personal data. In the ordinary course of the Company’s business, it collects and stores personal data (including sensitive personal data) of patients, health care professionals, employees and other third parties.

Many third-party vendors provide support services in relation to our business processes and require access to sensitive information (including personal data) in the course of their work. Such vendors could themselves be susceptible to cybersecurity or personal data breaches. Any unauthorized access, disclosure, or other loss of personal data could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, and significant regulatory penalties, disrupt the Company’s operations and damage the Company’s reputation.

The potential risk on our business as a result of failure to meet regulatory or ethical expectations on environmental impact, including climate change

Climate change has global implications and poses a significant threat to human health and development. Companies are increasingly expected to behave in a responsible manner on a variety of environmental matters, by governmental and regulatory authorities, counterparties, such as vendors and suppliers, customers and investors. In particular, we recognize the environmental issues related to the pharmaceutical industry.

At Novo Nordisk, climate-related risks are identified and assessed through our risk management process. The risk assessment includes a natural hazards risk rating of supplier locations, provided by external insurance companies. The risk rating is related to


			Novo Nordisk Form 20-F 2023


ITEM 3 KEY INFORMATION

various parameters, including natural events such as flooding, earthquakes, high-speed winds, tornados, hail storms, and lightning. The risk assessment serves to provide input for risk mitigation, and consequently prioritize actions to prevent or minimize the impact of supply disruptions on manufacturing.

The Company’s main production facilities are located in Denmark, where the risk of natural events is assessed lower; however, the Company also has other production facilities in countries that are at greater risk of natural disasters. For example, our production facility in Koriyama, Japan is exposed to a higher risk of earthquakes, our production facility in Tianjin, China is located in an area prone to storm surges due to rising sea levels and our production facility in North Carolina, United States is exposed to a higher risk of tornadoes and subsequent rainfall and lightening. In addition, availability of high-quality water is essential for the production of diabetes and biopharmaceutical products and hence the Company’s operations. The Company has production facilities in countries with high water stress levels or high seasonal variations, such as France, Brazil, China, United States, Iran and Algeria.

Despite our commitment to identify climate-related risks, we could be unable to meet our environmental objectives in an efficient and timely manner, or at all. Since 2020, all our production sites have sourced 100% renewable power; however, our CO2e emissions continue to rise as the company grows, in particular within Scope 3. We are committed to achieving net zero emission by 2045, and we have an interim target to reach zero CO2e emissions from operations and transport by 2030. To achieve this goal, we must also ensure our 60,000-plus suppliers play their part in this transformation, since their activities account for the majority of our total CO2e emissions. Our target is that all goods and services from suppliers will be based on 100% renewable power by 2030, which is an important milestone in achieving our greater net zero commitment.

Factors that may inhibit our ability to reach these targets or failure to maximize our environmental sustainability credentials could expose us to increased regulatory risk and put us at a commercial disadvantage relative to our peers. This could result in a material adverse effect on our business, financial condition, results of operations and prospects and lead to reputational damage.

ITEM 4 INFORMATION ON THE COMPANY

A. HISTORY AND DEVELOPMENT OF THE COMPANY

Novo Nordisk A/S was formed in 1989 by a merger of two Danish companies, Nordisk Gentofte A/S and Novo Industri A/S. Novo Industri A/S was the continuing company and its name was changed to Novo Nordisk A/S. The business activities of Nordisk Gentofte were established in 1923 by August Krogh, H. C. Hagedorn and A. Kongsted, and the business activities of Novo Industri A/S were established in 1925 by Harald and Thorvald Pedersen. From the beginning, the business of both companies was the production and sale of insulin for the treatment of diabetes.

Novo Nordisk’s B shares are listed on Nasdaq Copenhagen (NOVO-B). Its ADRs are listed on the New York Stock Exchange (NVO).


Legal name:						Novo Nordisk A/S
Commercial name:						Novo Nordisk
Date of incorporation:						November 28, 1931
Legal form of the Company:						A Danish public limited liability company
Legislation under which the Company operates:						Danish law
Country of incorporation:						Denmark

Reference is made to ‘More information', on page 100 of our Annual Report 2023 for information on domicile.

Important events in 2023

Reference is made to ‘Introducing Novo Nordisk’, pages 3-9 and ‘2023 performance and 2024 outlook’, pages 34-37 of our Annual Report 2023 for a description of important events in 2023.

Capital expenditure in 2023, 2022 and 2021

For capital expenditure in 2023, 2022 and 2021, reference is made to the section entitled ‘Cash flow and capital allocation’ on page 36 of our Annual Report 2023. No significant divestments took place in the period from 2021–2023.

For capital expenditures expected in 2024, reference is made to page 37 in the subsection ‘2024 outlook’ in our Annual Report 2023. Such expenditures are expected to be financed with cash flow from operating activities.


			Novo Nordisk Form 20-F 2023


ITEM 4 INFORMATION ON THE COMPANY

Public takeover offers in respect of the Company’s shares

No such offers occurred during 2023 or 2024 to date.

B. BUSINESS OVERVIEW

Reference is made to the sections 'Novo Nordisk at a glance' on page 6 and ‘Strategic Aspirations’ on pages 10-39 of our Annual Report 2023.

Novo Nordisk is a global healthcare company and a world leader in Diabetes and Obesity care. The Company manufactures and markets pharmaceutical products and services that make a significant difference to patients, the medical profession and society. Headquartered in Denmark, Novo Nordisk employs more than 60,000 employees in 80 countries, and markets its products in approximately 170 countries.

The Company has a broad product portfolio across Diabetes and Obesity care and Rare disease, including a full portfolio of glucagon-like-peptide-1 (GLP-1) receptor agonists for the treatment of diabetes and obesity, modern insulins and human insulins. During 2023, there has been continued strong growth across therapy areas and geographic areas in which Novo Nordisk operates.

Combined with higher than expected demand, and temporary capacity limitations at some of our manufacturing sites, there have been periodic supply constraints for certain products, including the leading product by sales, Ozempic® for the treatment of type 2 diabetes1. The Company also markets two drugs - Saxenda® and Wegovy® - for the treatment of people with obesity. In it's third year after launch the GLP-1 product, Wegovy, grew more than 400% to DKK 31 billion. Further, Novo Nordisk has a Rare disease portfolio consisting mainly of growth hormone and hemophilia products.

From August to October 2023, Novo Nordisk acquired 100% of the share capital of a French company. Biocorp Production S.A., and its subsidiaries (Biocorp), whose primary assets are patents and know-how related to Mallya, a Bluetooth enabled add-on device that can be used in administering doses for injection pens and provide data for doctors and patients on correct dosing. The purchase price of the asset acquisition was approximately EUR 154 million.

In September 2023, Novo Nordisk completed the acquisition of a Canadian company Inversago Pharma Inc. (Inversago), whose primary asset, INV-202, is currently in phase 2. The asset is focused on the development of peripherally acting Cannabinoid (CB1) receptor blocker therapies which have potential to treat people living with obesity, diabetes, metabolic and fibrotic diseases. The purchase price of the asset acquisition was approximately USD 600 million with additional contingent payments of USD 475 million. Novo Nordisk also agreed to acquire the asset Ocedurenone for uncontrolled hypertension with potential application in cardiovascular and kidney disease from KBP Biosciences PTE., Ltd. in 2023. The purchase price of the asset acquisition was USD 800 million with additional contingent payments of USD 500 million.

Segment information

Novo Nordisk is engaged in the discovery, development, manufacturing and marketing of pharmaceutical products and has two business segments: (i) Diabetes and Obesity care and (ii) Rare disease. Reference is made to Note 2.2 ‘Segment information’ in our Annual Report 2023.

Seasonality

Sales of individual products in individual markets may be subject to fluctuations from quarter to quarter. However, the Company’s consolidated operating results have not been subject to significant seasonality.

Raw materials

The impact on the overall profitability of Novo Nordisk from variations in raw material prices is unlikely to be significant. Currently, there is no raw material supply shortage that is expected to significantly impact the Company’s ability to supply any significant market. Regarding the 2023 capacity constraints, reference is made to page 33 of the Annual Report 2023. Periodic supply constraints and related drug shortage notifications across a number of products and geographies are expected to continue in 2024. The supply capacity is gradually being expanded.

Market and competition

Novo Nordisk’s insulin and other pharmaceutical products are marketed and distributed through subsidiaries, distributors and independent agents each responsible for specific geographic areas. The Company’s financial reporting is divided into: EMEA (covering Europe, the Middle East and Africa), Region China (covering Mainland China, Hong Kong and Taiwan), Rest of World (covering all other

1 Product indications described in this Form 20-F are composite summaries of the major indications approved in the product’s principal markets. Not all indications are necessarily available in each of the markets in which the products are approved. The summaries presented herein for the purpose of financial reporting do not substitute for careful consideration of the full labelling approved in each market.


			Novo Nordisk Form 20-F 2023


ITEM 4 INFORMATION ON THE COMPANY

countries except for North America) and North America (covering the United States and Canada). For 2023, the Company's most important markets in terms of sales were the United States, China, Japan, Canada, and the major European countries.

Due to the increasing number of people with diabetes, the global pharmaceutical market for treatment of diabetes continues to grow. Several of the major international pharmaceutical companies have entered the diabetes market, specifically in the area of oral products for the treatment of type 2 diabetes. In the global insulin market, Novo Nordisk, Eli Lilly and Sanofi are the most significant companies measured by market share.

The use of GLP-1 as a treatment option for people with type 2 diabetes has continued to increase resulting in significant growth of the GLP-1 market. Novo Nordisk and Eli Lilly are the most significant companies in the global GLP-1 market measured by market share.

In February 2018, Novo Nordisk launched the once-weekly GLP-1 product, Ozempic®, for the treatment of adults with type 2 diabetes in the United States and Canada. Since then, Ozempic® has become a market leading product and the Company's best performing product by sales, with global sales of DKK 95.7 billion in 2023.

The global branded obesity market grew 116% by volume in 2023. Wegovy® has been launched in the United States, Denmark, Norway, Germany, the UK, Iceland, Switzerland and the United Arab Emirates.

Market conditions within the pharmaceutical industry continue to change, including efforts by both private and governmental entities to reduce or control costs generally and in specific therapeutic areas. Most of the countries in which Novo Nordisk sells insulin subsidize or control pricing. In most markets insulin and GLP-1 products are prescription drugs.

In recent years, there has been a general trend in the United States of payers managing the cost of diabetes care to exert pressure on the price of Novo Nordisk’s and competitors' products. In spite of this external pressure, Novo Nordisk has maintained a leading position in the overall diabetes care market through the quality and innovation-driven value of the Company’s Diabetes care products. In the United States, pharmacy benefit managers and managed care organizations have continued to leverage their increasing size and control to demand higher rebates which has impacted the net realized prices. Furthermore, competition has intensified, including the authorization of the first interchangeable insulin in 2021, contributing to a downward pressure on manufacturers' net prices.

Patents

To maintain and expand competitiveness, Novo Nordisk strives for the strongest possible protection for those inventions that are created during the development of new products. Novo Nordisk anticipates that the expiration of certain patents could impact sales within the coming years. However, through continued investments in research and development, Novo Nordisk strives to bring novel and innovative products to the market and thereby sustain strong patent protection in the future, as new generations of products replace currently marketed products.

For patent information on all Novo Nordisk’s marketed products, reference is made to the section ‘Patent status for products with marketing authorisation' on page 29 in our Annual Report 2023.

For key products with recent patent expiration or with patent expiration occurring within the coming years, geographic sales splits are provided and factors that may influence the potential impact of competitive product launches are discussed.

Sales of key products with recent or upcoming patent expiration:


	Total sales in 2023 (in DKK million)	North America Operations	Hereof	International Operations	Hereof
Product			USA		EMEA	Region China	Rest of World



Victoza®	8,664	3,814	3,613	4,850	2,166	1,256	1,428
Saxenda®	10,289	3,887	3,306	6,402	3,780	146	2,476

Patent situation of key Diabetes and Obesity care products

Today, biosimilar and/or interchangeable versions of insulin can be approved in the United States via the 351(k) pathway. In the EU, a biosimilar pathway and guidelines are available for insulins, and the guideline for biosimilar products issued in Japan is also relevant for insulin. A biosimilar to NovoRapid®/NovoLog® produced by a competitor was launched in 2020. An interchangeable biosimilar for NovoRapid®/NovoLog® produced by a competitor was approved in July 2021. Furthermore, biosimilar insulins are being developed in China by local competitors.


			Novo Nordisk Form 20-F 2023


ITEM 4 INFORMATION ON THE COMPANY

The total sales of Victoza® were DKK 8,664 million in 2023 (DKK 12,322 million in 2022). The compound patents for Victoza® have expired. In Japan, the drug compound patent expired in 2022; in the U.S. and Germany, the drug compound patent expired in 2023. The drug compound patent expired in China in 2017 and in 2023 a biosimilar version of Victoza® was approved in China.

Novo Nordisk has received notifications from several manufacturers that they have filed Abbreviated New Drug Applications (ANDAs) for liraglutide, the active pharmaceutical molecule in Victoza® and in Saxenda®, respectively, and semaglutide, the active pharmaceutical molecule in Ozempic® and in Wegovy®, respectively, with the FDA. The ANDAs contain Paragraph IV certifications to obtain approval to engage in the commercial manufacture, use or sale of such products before the expiration of some or all of the patents currently listed for those products in the Orange Book. Novo Nordisk has filed complaints for patent infringement against these manufacturers.

Novo Nordisk has entered into settlement agreements with several manufacturers that have filed ANDAs for Victoza®. Consequently, these manufacturers are licensed to launch a generic version of Victoza® as of June 22, 2024, or earlier under certain circumstances. Moreover, Novo Nordisk has entered into settlement agreements regarding the U.S. patent litigation matters for Saxenda®. Novo Nordisk has now also entered into a settlement agreement with Alvogen Inc. regarding the U.S. patent litigation case for Ozempic®. All terms of the agreements are confidential. All agreements are subject to review by the U.S. Federal Trade Commission and the U.S. Department of Justice.

In March 2023, Mylan filed IPRs challenging the validity of the two patents which claim the semaglutide compound. Mylan also filed an IPR challenging the validity of a patent which claims a method of treating Type 2 diabetes using 1 mg of semaglutide. The Patent Trial and Appeal Board did not institute proceedings on the two compound patents, but did institute proceedings on the method of treatment patent. A hearing will take place in July 2024 with a decision by October 2024.

In China, the semaglutide compound patent was subject to invalidation actions and was upheld by the Beijing IP Court in November 2023. This decision has been appealed to the Supreme People's Court where the case is currently pending.

Novo Nordisk will continue to defend its intellectual property associated with liraglutide and semaglutide, including through litigation.

The total sales of obesity care products (Saxenda® and Wegovy®) were DKK 41,632 million in 2023 (DKK 16,864 million in 2022), of which the majority of the sales comes from Wegovy®. The drug compound patent for Saxenda® (liraglutide) has expired in all countries.

Patent expiry in the U.S. for the semaglutide branded products - Ozempic®, Rybelsus®, and Wegovy® - is 2032. For additional information, reference is made to the section 'Patent status for products with marketing authorisation on page 29 of our Annual Report 2023.

Impact of regulation

As a pharmaceutical company, Novo Nordisk depends on government approvals related to production, development, marketing and reimbursement of its products. Important regulatory bodies include the U.S. Food and Drug Administration, the European Medicines Agency, China's National Medical Products Administration and the Japanese Ministry of Health, Labour and Welfare. Treatment guidelines from non-governmental organizations such as the European Association for the Study of Diabetes and the American Diabetes Association may also impact the Company.

Disclosure pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012

Pursuant to Section 13(r) of the Securities Exchange Act of 1934 "("Section 13("r)"), Novo Nordisk is obliged to disclose if, during 2023, it or any of its affiliates have engaged in certain Iran-related activities or transactions with persons designated under Executive Order 13224 or Executive Order 13382 dealt with the Government of Iran (“GOI”). Novo Nordisk conducts limited business relating to pharmaceutical products and devices within the Diabetes care and Rare disease business segments in Iran, which is permitted under the U.S. sanctions against Iran. Set forth below is a description of the activities and transactions by Novo Nordisk’s subsidiaries that are required to be disclosed pursuant to Section 13(r). Novo Nordisk’s U.S. subsidiaries and U.S. person employees are not involved in any of Novo Nordisk’s activities in Iran. However, the United States maintains broad exceptions that permit the commercial sale and export of medicine and medical devices to Iran or the Government of Iran. Similar exceptions, like those encompassed in section 11 of Executive Order 13902, are also in place for the manufacturing of medicine and medical devices for use in Iran.

Novo Nordisk Pars (“NN Pars”), a wholly-owned subsidiary of Novo Nordisk A/S located in Iran, contracts with a number of companies that may be owned or controlled by the GOI to distribute its products. NN Pars also sponsors educational programs and congresses organized by GOI-controlled medical universities, and hosts and/or engages as scientific delegates or lecturers/speakers health care professionals employed by these medical universities at similar programs in Iran and other locations. Additionally, NN Pars makes


			Novo Nordisk Form 20-F 2023


ITEM 4 INFORMATION ON THE COMPANY

donations to GOI-controlled public health organizations focusing on diabetes awareness and policy. NN Pars receives payments from, and makes payments to, Iranian banks (some of which may be GOI-owned or controlled) relating to the sales of pharmaceutical products and devices. NN Pars makes payments incidental to its ordinary business activities to Iranian government entities and entities that are or may be GOI-owned or controlled, such as taxes, customs fees, insurance, product registration fees and telecommunications services expenses.

In 2016, NN Pars purchased land from a GOI-owned or controlled holding company in order to construct a manufacturing facility in Iran. The facility opened and officially started production in August 2020 and is being used for assembly and packaging of insulin pens for use in Iran. NN Pars purchases utility services from a GOI-owned or controlled entity.

The German subsidiary of NNE A/S, a wholly-owned subsidiary of Novo Nordisk A/S, previously sold raw materials and spare parts for production of dialysis filters and leucocyte filters and syringes to a GOI-controlled company. This business relationship, however, was wound down during 2018 and the German subsidiary was sold in 2019. NNE A/S received final payment in 2023 from such a GOI-controlled entity related to such sales and there are no longer any outstanding amounts between the parties.

Novo Nordisk’s gross revenue related to transactions with GOI-owned or controlled entities in 2023 was not in excess of 1% of Group sales. Novo Nordisk does not allocate its net profit on a country-by-country or activity-by-activity basis, other than as set forth in Novo Nordisk’s consolidated financial statements prepared in accordance with IFRS as issued by the IASB; however, Novo Nordisk estimates that its net profit attributable to the transactions with the GOI discussed above would not exceed a de minimis percentage of the Group’s total net profit in 2023.

The purpose of Novo Nordisk’s Iran-related activities is to provide access to important and essential pharmaceutical products such as insulin and haemophilia products to patients in Iran, and to improve the healthcare of the Iranian people in accordance with Novo Nordisk’s access to care strategy. For that purpose, and because Novo Nordisk has determined that its activities comply with all applicable laws, Novo Nordisk intends to continue these activities (including local production of these products in Iran).

C. ORGANIZATIONAL STRUCTURE

For information regarding the organizational structure and securities exchange listings of Novo Nordisk A/S, the main shareholder Novo Holdings A/S and the Novo Nordisk Foundation and the ownership structure of Novo Nordisk A/S, reference is made to the sections ‘Corporate Governance’ on pages 19-22 and ‘Shares and capital structure’ on pages 38-39 of our Annual Report 2023.

Companies in the Novo Nordisk Group are listed in the section ‘Companies in the Novo Nordisk Group’ on page 81 of our Annual Report 2023.

D. PROPERTY, PLANTS AND EQUIPMENT

The Company has its headquarters in Bagsværd, Denmark, where it occupies a number of buildings.

Sales growth in 2023 has resulted in periodic supply constraints and related drug shortage notifications across a number of products and geographies.

The supply capacity is gradually increased, including the capacity for meeting growing demand in the future for the products Activelle®, Actrapid®, Alhemo®, Esperoct®, Estrofem®, Fiasp®, Glucagen®, Insulatard®, Kliogest®, Levemir®, MacrilenTM, Mixtard®, Norditropin®, NovoEight®, Novofem®, NovoLog®/ NovoRapid®, NovoLog Mix®/ NovoMix®, NovoNorm®, NovoSeven®, NovoThirteen®/ Tretten®, Ozempic®, Rebinyn®/ Refixia®, Rybelsus®, Ryzodeg®, Saxenda®, Sogroya®, Tresiba®, Trisequens®, Vagifem®, Victoza®, Wegovy®, Xultophy® and devices. Reference is made to the sections ‘Capital expenditures in 2023, 2022 and 2021’ under Item 4 for more information about the current expansion programs. For the nature of the Company’s property, plant and equipment, as of December 31, 2023 and 2022, reference is made to Note 3.2 ‘Property, plant and equipment’ in our Annual Report 2023.

The major production facilities owned by the Company are located at a number of sites in Denmark, and internationally in the United States, France, China and Brazil. There are no material encumbrances on the properties; however, the facilities in Tianjin, China are constructed on land where the remaining term of the leases is 30 and 34 years.


			Novo Nordisk Form 20-F 2023


ITEM 4 INFORMATION ON THE COMPANY

Active pharmaceutical ingredient (API) production is located in Denmark, primarily in Kalundborg and with secondary locations in Hillerød and Gentofte, both in Denmark, as well as in New Hampshire and North Carolina, United States.

The following table sets forth certain information regarding our major production sites.

MAJOR PRODUCTION FACILITIES

Size of production area
(square meters)

Major Production Activities

Kalundborg, Denmark

168,300

Active pharmaceutical ingredients for diabetes and obesity as well as products for Diabetes care

Active pharmaceutical ingredients for haemophilia.

Products for Rare disease

Hillerød, Denmark

156,900

Durable devices and components for disposable devices

Products for diabetes and obesity

Active pharmaceutical ingredients for haemophilia

Bagsværd, Denmark

111,200

Products for diabetes and obesity

Clayton, North Carolina, United States

89,000

Active pharmaceutical ingredients for diabetes and obesity (purification)

Products for diabetes and obesity

Gentofte, Denmark

70,800

Active pharmaceutical ingredients for glucagon and growth hormone therapy

Products for growth hormone therapy, glucagon and haemophilia

Tianjin, China

67,200

Products for diabetes

Production of durable devices

Måløv, Denmark

60,900

Products for hormone replacement therapy

Products for oral antidiabetic treatment

Products for oral diabetes treatment

Chartres, France

58,700

Products for diabetes

Montes Claros, Brazil

56,200

Products for diabetes

Gel production for active pharmaceutical ingredients

In December 2021, the Company announced the investment in construction of a new purification facility and a new recovery facility as well as rebuilding of one existing fermentation facility at the production site in Kalundborg, Denmark. The investment will establish additional capacity for manufacturing active pharmaceutical ingredients. The facilities are expected to increase the production area with approximately 59,900 square meters. The facilities are expected to be operational during 2027 and the expected amount of expenditures is DKK 16,500 million with realized spend of DKK 10,801 million as of December 31, 2023. The facilities will be financed by cash flow from operating activities.

In June 2022, the Company announced its investment in an expansion of an existing facility at the production site in Hjørring, Denmark. The investment will increase the capacity for production of NovoFine® Plus needles and is expected to increase the production area by 5,900 square meters. The expansion is expected to be finalized during 2025. The expected amount of expenditures is approximately DKK 560 million with realized spend of DKK 409 million as of December 31, 2023. The expansion will be financed by cash flow from operating activities.

In November 2022, the Company announced its investment in the expansion of its clinical manufacturing facilities in Bagsværd, Denmark. The investment will establish additional capacity in R&D for the manufacturing of active pharmaceutical ingredients to supply the Company’s global clinical trials. The expansion is expected to increase the production area with 7,000 square meters and it is expected to be finalized in 2025. The expected amount of expenditures is DKK 7,400 million with realized spend of DKK 4,111 million as of December 31, 2023. The expansion will be financed by cash flow from operating activities.

In June 2023, the Company announced its investment in expanding an existing API production facility in Hillerød, Denmark. The facility is expected to be operational during 2028 and its production area expected to be 65,000 square meters. The expected amount of expenditures for this facility is approximately DKK 15,900 million with realized spend of DKK 2,342 million as of December 31, 2023. The facility will be financed by cash flow from operating activities.

In November 2023, the Company announced its investment in the expansion of its API production facility in Kalundborg, Denmark. The facility is expected to be fully operational during 2029 and its production area expected to be 170,000 square meters. The expected amount of expenditures for this facility is approximately DKK 42,400 million with realized spend of DKK 2,140 million as of December 31, 2023. The facility will be financed by cash flow from operating activities.

In November 2023, the Company announced the investment in an expansion of an existing facility at the production site in Chartres, France. The investment will significantly increase the capacity of the manufacturing site, adding aseptic production and finished


			Novo Nordisk Form 20-F 2023


ITEM 4 INFORMATION ON THE COMPANY

production processes and an extension of the current Quality Control Laboratory. The facility is expected to be gradually finalized from 2026 to 2028 and its production area expected to be 51,100 square meters. The expected amount of expenditures for this facility is approximately DKK 16,900 million with realized spend of DKK 426 million as of December 31, 2023. The facility will be financed by cash flow from operating activities.

ITEM 4A UNRESOLVED STAFF COMMENTS

None.

ITEM 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS

New accounting pronouncements

Reference is made to Note 1.2 ‘Changes in accounting policies and disclosures’ in our Annual Report 2023.

A. OPERATING RESULTS

Reference is made to the section ‘Forward-looking statements’ on page 37 of our Annual Report 2023 and the discussion under the caption ‘Risk factors’ under Item 3 of this Form 20-F. Further reference is made to ‘Risk management’ on pages 41-42 of our Annual Report 2023.

The information in this section is based on our Annual Report 2023 and should be read in conjunction with such report. The analysis and discussion included in such report is primarily based on the Company's consolidated financial statements which are prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

2023 compared with 2022

The following portions of our Annual Report 2023 constitute the Board of Directors’ and Executive Management’s discussion and analysis of results of operations (incorporated herein by reference): ‘Introducing Novo Nordisk’ (pages 3-9) and ‘2023 performance and 2024 outlook’ (pages 34-37).

2022 compared with 2021

For a discussion of our results of operations for 2022 compared with 2021, see ‘Item 5.A. Operating Results, 2022 Compared with 2021‘ included in our 2022 Annual Report on Form 20-F (File No. 333-82318) filed with the SEC on February 1, 2023 (hereafter "Annual Report 2022").

Segment information

Reference is made to Note 2.2 ‘Segment information’ in our Annual Report 2023 for details on segmented results.

Sales in Russia and Ukraine constituted less than 1% of Novo Nordisk's global sales in 2023. Novo Nordisk's factory in Russia is still operating to supply insulin to patients in Russia only. While Novo Nordisk maintains supply of medicine in Russia to ensure that more than 700,000 patients can continue their treatment with essential medication, Novo Nordisk has suspended further marketing investments in Russia. Novo Nordisk has ceased filing for marketing authorizations of new medication and has suspended further clinical investments in Russia. Novo Nordisk has to the extent possible continued supply of medicines in Ukraine and Novo Nordisk medicines are currently available in more than 90% of Ukraine.

Foreign currencies

Reference is made to Note 4.4 ‘Financial risks’ in our Annual Report 2023 and for further description of foreign currency exposure and hedging activities, reference is made to the description of financial instruments in Note 4.5 ‘Derivative financial instruments’ in our Annual Report 2023.

Governmental policies

Please refer to pages 10-39 ‘Strategic Aspirations’ of our Annual Report 2023 and Item 4 hereof.

Off-balance sheet arrangements

Reference is made to Note 4.4 ‘Financial risks’ and Note 5.2 ‘Commitments’ in our Annual Report 2023.

B. LIQUIDITY AND CAPITAL RESOURCES

Novo Nordisk maintains a centralized approach to the management of the Group’s financial risks. The overall objectives and policies for Novo Nordisk’s financial risk management are outlined in the Novo Nordisk Treasury Policy, which is approved by the Board of Directors. The Treasury Policy governs the Group’s use of financial instruments. For further information, reference is made to Item 11.


			Novo Nordisk Form 20-F 2023


ITEM 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS

Financial resources

Reference is made to ‘Cash flow statement’ on page 51 and ‘Balance sheet’ on page 52 of our Annual Report 2023. In addition, Novo Nordisk has obtained a credit rating from two independent external rating agencies.

Novo Nordisk believes its financial resources are sufficient to meet its requirements for at least the next 12 months.

Cash flow in 2023, 2022 and 2021

Reference is made to ’Cash flow statement' on page 51 of our Annual Report 2023.

The most significant source of cash flow from operating activities is sales of Diabetes and Obesity care and Rare disease products. Generally, other factors that affect operating earnings, such as pricing, volume, product mix, costs and exchange rates, also have an impact on realized cash flow from operating activities. Except as disclosed in Note 4.7 'Cash and cash equivalents' in our Annual Report 2023, there are no material restrictions on the ability of subsidiaries with material cash amounts to transfer funds to the parent company, Novo Nordisk A/S.

Trade receivable program

Trade receivable program, as of December 31, 2023, 2022 and 2021, respectively, are shown in Note 4.4 ‘Financial risks’ in our Annual Report 2023.

Debt financing

Reference is made to ‘Balance sheet’ on page 52 and to Note 4.6 ‘Borrowings’ in our Annual Report 2023 for information on Current and Non-current debt.

Derivative financial instruments

Novo Nordisk only hedges commercial exposures and consequently does not enter into derivative transactions for trading or speculative purposes. Currency hedging is done with foreign exchange forwards and foreign exchange options. Reference is made to Note 4.4 ‘Financial risks’ and Note 4.5 ‘Derivative financial instruments’ in our Annual Report 2023 for further information on financial instruments including currency exposure.

Commitments for capital expenditure etc.

Contractual obligations for capital expenditure and other contingent liabilities as of December 31, 2023 and 2022, respectively, are shown in Note 5.2 ‘Commitments’ in our Annual Report 2023.

The Executive Management of the Group believes that the obligations are covered by the Group’s financial resources as well as expected future cash flows from operating activities.

C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.

Novo Nordisk research and development is mainly focused on:

–Insulins, GLP-1s and other therapeutic compounds for diabetes treatment

–GLP-1s, combinations and new modes of Action for Obesity care

–Blood-clotting factors and new modes of action for treatment of haemophilia and other rare blood disorders

–Human growth hormone and new modes of action for treatment of growth disorders and other rare endocrine disorders

–New indications with existing assets within cardiovascular disease, MASH and other rare diseases

–Research technology platforms including cell therapy and RNAi for treatment of diseases within Diabetes, Obesity, Rare disease and Other serious chronic diseases

The research activities mainly utilise biotechnological methods based on advanced protein chemistry and protein engineering. These methods have played a key role in the development of the production technology used to manufacture insulin, GLP-1, recombinant blood-clotting factors and human growth hormone. Research activities further utilise new technology platforms including stem cells, gene therapy and RNAi therapies. Research and development activities are carried out by Novo Nordisk's research and development centres, mainly in Denmark, the United States (US), the United Kingdom and China. Clinical trials are carried out all over the world. Novo Nordisk also enters into partnerships and licence agreements.

Reference is made to Note 2.3 ‘Research and development costs’ in our Annual Report 2023 for research and development costs in 2023, 2022 and 2021, respectively. Novo Nordisk’s research and development organization is comprised of approximately 10,000 employees as of December 31, 2023.


			Novo Nordisk Form 20-F 2023


ITEM 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS

Research costs comprise the early stages of the drug development cycle from the initial drug discovery until the drug is ready for administration to humans. The activities initially focus on identifying a single drug candidate with a profile that will support a decision to initiate development activities. Before selection of the final drug candidate, it is tested in animals to gather efficacy, toxicity and pharmacokinetic information. Development costs are incurred from the start of phase 1, when the drug is administered to humans for the first time; these are the projects captured in the ’Pipeline overview’ (page 27 of our Annual Report 2023). The final product is developed, and subsequent clinical trials (phases 2 and 3) are conducted to further test the drug in humans, using the results from these trials to attempt to obtain marketing authorization, permitting Novo Nordisk to market and sell the developed products. Historically, Novo Nordisk has spent approximately 70-80% of total research and development expenditures on clinical development activities, and approximately 20-30% on research activities. The split between research and development will fluctuate in individual years depending on the composition of the clinical development portfolio.

In general, Novo Nordisk expects that growth in research and development spending will follow a trend in line with or slightly above sales growth indicating that the research and development cost to sales ratio is expected to gradually increase in the foreseeable future. Thus, Novo Nordisk currently expects to modestly expand upon the current expenditure level of around 13-14% of sales in research and development activities going forward. Increased late-stage clinical trial activities, increased activities within Other serious chronic diseases and GLP-1, as well as increased business development activities are driving costs.

Novo Nordisk has multiple phase 3 programs currently in progress, see the below table for the full list.

The following Novo Nordisk compounds are currently in phase 3 development or have recently been filed for regulatory approval:


COMPOUND / BRAND NAME / INDICATION	Year entered into phase 3 or filed with the regulatory authorities	Patent expiration
Somapacitan (NN8640) Once-weekly human growth hormone / Growth disorder	Regulatory submission of the children and adolescent indication occurred in 2022.	20341

Concizumab (NN7415) / Haemophilia A and B with or without inhibitors	FDA resubmission expected in 2024	20342

Nedosiran (NN7022) / An siRNA targeting lactate-dehydrogenase A (or LDHA) for once-montly subcutaneous treatment of Primary Hyperoxaluria	Regulatory submission occurred in 2022	2039

Insulin Icodec (NN1436) / Once-weekly basal insulin analogue	Regulatory submission in 2023	20363

Semaglutide (oral) 25 mg and 50 mg (NN9924) / Diabetes	Phase 3 completed in 2023	2032

Semaglutide (oral) 25 mg and 50 mg / Obesity	Phase 3 initiated in 2021	2032

Cagrisema (9388)/ Diabetes	Phase 3 initiated in 2023	2037

Cagrisema (NN9838)/ Obesity	Phase 3 initiated in 2022	2037

IcoSema (NN1535) / A combination of GLP-1 semaglutide and insulin icodec	Phase 3 initiated in 2021	20363

Etavopivat / Second generation selective, small molecule PKR-activator intended for once-daily oral administration in sickle cell disease	Phase 3 initiated in 2022	20395

Mim8 (NN7769)	Phase 3 initiated in 2021	20396

Semaglutide in NASH (NN9931)	Phase 3 initiated in 2021	2032

Semaglutide in Alzheimer's (NN6535)	Phase 3 initiated in 2021	2032
Ziltivekimab (NN6018) / Cardiovascular disease
Ziltivekimab (NN6018) / Cardiovascular disease	Phase 3 initiated in 2021	20357

Ocedurenone (NN6023)/ Cardiovascular disease	Phase 3 initiated in 20218	2036


			Novo Nordisk Form 20-F 2023


ITEM 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS

1 Current estimate United States. Key EU markets estimate 2036, Japan expiry 2036

2 Current estimate United States. Key EU markets estimate 2035, Japan expiry 2034

3 Current estimate of regulatory data protection in the United States. Key EU markets and Japan estimate 2034

4 Protects method of use and kits of parts

5 Current estimate, United States. Key EU markets and Japan estimated in 2038

6 Current estimate, United States. Key EU markets estimate 2041 and Japan estimated in 2044

7 Current estimate, United States. Key EU markets and Japan estimate 2032. In addition to patents, the product is eligible for Regulatory Data Protection, i.e. 10 years from market authorization in the EU and 12 years from market authorization in the U.S.

8 The phase 3 program began under the previous asset's owner, KBP Biosciences

In determining whether or not any project or group of related projects is significant, we consider the following qualitative and quantitative criteria:

•Assessment of the unmet medical need targeted with the specific project;

•The inherent project risk including the risk of safety issues, unsatisfactory tolerability profile, limitations on the efficacy of the compound;

•Timeline for completing the clinical testing and submitting an application for approval to regulatory authorities;

•Regulatory authorities’ position towards approval and drug label;

•Changes in competitive landscape during the development and approval cycle including competing drugs being developed by others;

•Changes in medical practice during the development period;

•Position of payers, the medical society and patients towards treatment with the drug and price of the drug;

•Expected uptake in market following launch; and

•Expected net present value of the project.

In assessing the criteria listed above, we refer to ‘Risk management’ on pages 41-42 in our Annual Report 2023. It is important to note that due to the risks and uncertainties involved in progressing through pre-clinical development and clinical trials, and the time and cost involved in obtaining regulatory approvals, we cannot reasonably estimate the nature, timing, completion dates and costs of the efforts necessary to complete the development. The nature of Novo Nordisk’s development activities is such that a compound must first be proven to work by means of multiple clinical trials, which may require treatment of thousands of patients and could take years to complete. Even if initial results of preclinical studies or clinical trial results are promising, the Company may obtain different results that fail to show the desired levels of safety and efficacy, or Novo Nordisk may not obtain applicable regulatory approval for a variety of other reasons. The compound must be approved by either the U.S. Food and Drug Administration, the European Medicines Agency or by similar agencies around the world, each of which may have differing requirements. During each stage, there is a substantial risk that Novo Nordisk will encounter serious obstacles which will further delay us, or that the Company will not achieve its goals and, accordingly, may abandon a product in which it has invested substantial resources. Furthermore, the commercial potential of a project is dependent on the label granted by the regulatory authority upon approval. The label specifies for which indications a product is approved for, major and minor safety concerns associated with drug treatment, as well as if the drug is approved for use in combination with other types of medication. Thus a label can restrict usage substantially. Reference is made to the caption ‘Risk factors’ contained under Item 3 hereof.

Given the uncertainties related to the process of product development, during the periods presented in our 2023 Form 20-F no single project in product development was material to total R&D spend nor significant based on the qualitative and quantitative criteria. However, during the periods presented, two groups of projects were considered significant; the Diabetes and Obesity care group and the Rare disease group.

Information related to selected research and development projects can be found under ‘Research and development progress’ on page 28 of our Annual Report 2023.

D. TREND INFORMATION

For more information on commercial dynamics across Novo Nordisk therapy areas, we refer to ‘Commercial Execution’ on pages 30-33 of our Annual Report 2023.

The key drivers behind Novo Nordisk’s performance continue to be the changes in demographics globally reflecting a continuous growth in the proportion of people who live in cities (urbanization), an increasing proportion of elderly people and a growing problem of obesity. These trends have contributed to the significant increase in the number of people with diabetes and obesity worldwide. According to the International Diabetes Federation, the number of people with diabetes is projected to increase from 463 million today to 700 million in 2045. Additionally, there are currently more than 764 million people living with obesity. This is also expected to grow in the coming decades.


			Novo Nordisk Form 20-F 2023


ITEM 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS

Diabetes and Obesity care is Novo Nordisk’s largest segment comprising more than 90% of sales. The epidemic growth in the number of people with diabetes and obesity and the increasing use of the GLP-1 category is driving Novo Nordisk’s growth within the Diabetes and Obesity care segment.

Payers continued to leverage their size and control to demand higher rebates, particularly in the insulin segment, but increasingly in the GLP-1 category, as well. As a result, average prices after rebates for the Novo Nordisk portfolio in 2023 in the United States declined. Ultimately, pricing pressure is expected to continue in the future, driven by: increasing rebates in the commercial segment, the effect of payer consolidation, increasing exposure to high rebate channels such as Medicare and Medicaid, as well as increasing competition.

In January 2021, Novo Nordisk changed its policy relating to 340B Drug Pricing Program (under Section 340B of the Public Health Service Act, pharmaceutical manufacturers participating in Medicaid are required to sell outpatient drugs at discounted prices to certain health care organizations that care for uninsured and low-income patients), whereby Novo Nordisk no longer provides 340B statutory discounts to certain pharmacies that contract with covered entities participating in the 340B Drug Pricing Program. Novo Nordisk’s 340B policy has been the subject of litigation in the U.S. courts. In January 2023, the U.S. Court of Appeals for the Third Circuit ruled that the Company’s restrictions on delivery to contract pharmacies does not violate the 340B statute. That ruling may be subject to further discretionary appellate review, see Note 3.5 ‘Provisions and contingent liabilities’ in our Annual Report 2023.

In August 2022 the Inflation Reduction Act of 2022 was passed into law. This legislation included several healthcare reforms, which resulted in minor near-term sales impacts, but could also have medium and long-term impacts. Reference is made to Note 2.1 'Net sales and rebates' in our Annual Report 2023 for further information.

For 2024, continued pricing pressure within Diabetes and Obesity Care is expected.

For further information on trends, reference is made to the section ‘2023 performance and 2024 outlook’ on pages 34-37 of our Annual Report 2023. Information about expectations for the financial year 2024 can be found on pages 36-37 in the subsection ‘2024 outlook’.

E. CRITICAL ACCOUNTING ESTIMATES

Reference is made to Note 1.1 ‘Material accounting policies and key accounting estimates’ in our Annual Report 2023.

ITEM 6 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A. DIRECTORS AND SENIOR MANAGEMENT

Reference is made to pages 44-46 of our Annual Report 2023 for name, position and period of service as director for the members of the Board of Directors.

Reference is made to page 47 of our Annual Report 2023 for name, position, age and other management duties for the members of Executive Management. Business experience, year of appointment and year of joining Novo Nordisk for each member of Executive Management are included below:


Lars Fruergaard Jørgensen President and chief executive officer (CEO) Mr Jørgensen joined Novo Nordisk in 1991 as an economist in Health Care, Economy & Planning and has over the years completed overseas postings in the Netherlands, the U.S. and Japan. In 2004 he was appointed senior vice president for IT & Corporate Development. In January 2013 he was appointed executive vice president and chief information officer assuming responsibility for IT, Quality & Corporate Development. In November 2014 he took over the responsibilities for Corporate People & Organisation and Business Assurance and became chief of staff. Mr Jørgensen was appointed president and chief executive officer in January 2017.
Maziar Mike Doustdar Executive vice president, International Operations Mr Doustdar joined Novo Nordisk in 1992 as an office clerk in Vienna, Austria. From 1993 through 2007 he took up various positions in finance, IT, logistics, operations and marketing, within various parts of Novo Nordisk’s emerging markets, first in Vienna and subsequently in Athens and Zurich before he was appointed general manager of Novo Nordisk Near East, based in Turkey, in 2007. In 2010 Mr Doustdar was promoted to vice president of Business Area Near East and in 2012 he re-located to Malaysia to head the Business Area Oceania South East Asia. In 2013 he was promoted to senior vice president of Novo Nordisk’s International Operations, and in April 2015 Mr Doustdar was promoted to executive vice president, continuing his responsibility for Novo Nordisk’s International Operations. In September 2016 Mike Doustdar assumed additional geographical responsibility and was promoted to executive vice president for an expanded International Operations, leading all commercial units globally, except for the U.S. and Canada.


			Novo Nordisk Form 20-F 2023


ITEM 6 DIRECTORS, EXECUTIVE MANAGEMENT AND EMPLOYEES


Ludovic Helfgott Executive vice president, Rare disease Mr Helfgott joined Novo Nordisk in April 2019 as executive vice president for Rare disease (then named Biopharm). Mr Helfgott joined Novo Nordisk from AstraZeneca, UK, where he was global vice president in charge of the company's cardiovascular, metabolism and renal global franchise. He joined AstraZeneca in 2005 in an international sales effectiveness role and has since held operational leadership roles with increasing responsibilities in Italy, Spain and at corporate headquarters. Prior to this, Mr Helfgott was with McKinsey & Company in Paris, Moscow and Brussels from 1998 to 2005.
Karsten Munk Knudsen Executive vice president and chief financial officer (CFO) Mr Knudsen joined Novo Nordisk in 1999 as a business analyst in NNIT A/S, previously a subsidiary of Novo Nordisk, and has since held finance positions of growing size and complexity throughout the Novo Nordisk value chain. From 2010 to 2014 Mr Knudsen was corporate vice president for Finance & IT at Novo Nordisk Inc. in the U.S. and in 2014 he was appointed senior vice president of Corporate Finance in Novo Nordisk. In February 2018 Mr Knudsen was promoted to executive vice president and chief financial officer. In 2019 Mr Knudsen assumed further responsibilities as his area was expanded to cover Finance, Legal & Procurement, followed by a further expansion in 2022 when he assumed responsibility for Global Solutions.
Doug Langa Executive vice president, North America Operations Mr Langa joined Novo Nordisk in 2011 as senior director of Managed Markets. In 2015 Mr Langa was promoted to corporate vice president of Market Access in the U.S. and in 2016 he was appointed senior vice president of Market Access in the U.S. In March 2017 Mr Langa was appointed senior vice president, head of North America Operations and president of Novo Nordisk Inc., and in August 2017 Mr Langa was promoted to executive vice president, continuing his responsibilities for North America Operations and president of Novo Nordisk Inc. Mr. Langa represents Novo Nordisk Inc. on the board of directors of the trade association PhRMA. Mr Langa joined Novo Nordisk from GlaxoSmithKline, where he was the senior director of payer marketing. Prior to GlaxoSmithKline Mr Langa spent the majority of his career at Johnson and Johnson, where he held various roles of increasing responsibility within managed markets, sales leadership and marketing.
Martin Holst Lange Executive vice president, Development Mr Lange joined Novo Nordisk in 2002, as first operationally and subsequently medically responsible for several projects within Global Development. From 2006 to 2008 Mr Lange worked in Novo Nordisk Inc., USA, in the Medical Department as senior medical director. In 2008, he moved back to Denmark and became vice president, Medical & Science liraglutide, transferring in 2010 to insulin degludec in a similar position. From 2013 to 2017, he served as corporate project vice president for Insulin & Diabetes Outcomes and subsequently Insulin & Devices. In January 2018, he was appointed senior vice president for Global Development. In March 2021, Mr Lange was appointed executive vice president for Development. From 1997 to 2002, Mr Lange did clinical work as well as clinical research of which the latter, three years at the Department of Endocrinology, National University Hospital, Denmark. Mr Lange has served on the board of directors of Beta Bionics Inc., USA.
Marcus Schindler Executive vice president, Research & Early Development and chief scientific officer (CSO) Mr Schindler joined Novo Nordisk in January 2018 as senior vice president for External Innovation and Strategy. From March 2018 to 2021 he was senior vice president for Global Drug Discovery and in March 2021, Mr Schindler was appointed executive vice president for Research & Early Development and chief scientific officer. Prior to joining Novo Nordisk Mr Schindler was vice president, head of cardiovascular and metabolic diseases innovative medicines at AstraZeneca, Sweden. From 2009 to 2012, he was head of research at (OSI) Prosidion, Oxford, UK. From 2000 to 2008, he worked in various leadership roles at Boehringer Ingelheim, Germany after having started his career with Glaxo Wellcome/GSK, UK in 1997.
Camilla Sylvest Executive vice president, Commercial Strategy & Corporate Affairs Ms Sylvest joined Novo Nordisk in 1996 as a trainee. From 1997 to 2008 Ms Sylvest had roles in headquarters and regions within pricing, health economics, marketing and sales effectiveness. In 2003, she was appointed vice president of sales and marketing effectiveness in Region Europe. From 2008 to 2015 Ms Sylvest headed up subsidiaries and business areas of growing size and complexity in Europe and Asia and in 2013 she was also appointed corporate vice president. In August 2015 Ms Sylvest was appointed senior vice president and general manager of Novo Nordisk’s Region China. In October 2017, Ms Sylvest was promoted to executive vice president for Commercial Strategy & Corporate Affairs.

Henrik Wulff Executive vice president, Product Supply, Quality Assurance, Digital Data & IT Mr Wulff joined Novo Nordisk in 1998 in the logistic and planning function. From 2001 to 2008 he held different managerial roles within Novo Nordisk’s manufacturing organization, Product Supply, before being appointed senior vice president of Diabetes API in Product Supply, Denmark. In 2012 Mr Wulff was appointed senior vice president of the worldwide division Diabetes Finished Products. In 2013 he was promoted senior vice president of Product Supply globally. In April 2015 Mr Wulff was promoted executive vice president and in 2019 his area of responsibility expanded to also cover Quality Assurance, Digital Data & IT.


			Novo Nordisk Form 20-F 2023


ITEM 6 DIRECTORS, EXECUTIVE MANAGEMENT AND EMPLOYEES


Tania Sabroe Executive vice president, People & Organisation Ms Sabroe joined Novo Nordisk in 2007 as a project manager in Media Relations. Based out of Switzerland she held several positions in Novo Nordisk’s International Operations from 2013 to 2021 within both Media Relations, Communications and People & Organisation, including the position as corporate vice president of People & Organisation, Communication & Sustainability from 2018 to 2021. In January 2022 Ms Sabroe was appointed senior vice president of People & Organisation, Centres of Excellence & Services and in March 2023 she was promoted to executive vice president for People & Organisation. Prior to joining Novo Nordisk in 2007, Ms Sabroe held a position as a communications manager at NHS National Services Scotland, UK.
David Moore Executive vice president, Corporate Development Mr Moore first joined Novo Nordisk in 2017 as senior vice president of Marketing and later senior vice president of Commercial, both at Novo Nordisk in the U.S., until leaving the company in 2019. Mr Moore re-joined Novo Nordisk in September 2022 as senior vice president for Corporate Development and in March 2023 he was promoted to executive vice president for Corporate Development. Prior to joining Novo Nordisk in 2017, Mr Moore held various commercial and executive roles with Johnson & Johnson, Tranzyme Pharma, Ocera Therapeutics and Cempra Pharmaceuticals. From 2019 to 2022 Mr Moore first served as CEO of the infectious disease business at Roivant Sciences, followed by being investment partner with Gurnet Point Capital.

Maziar Mike Doustdar, Ludovic Helfgott, Doug Langa, Martin Holst Lange, Marcus Schindler, Camilla Sylvest, Henrik Wulff, Tania Sabroe and David Moore are not registered with the Danish Business Authority as members of Executive Management, or registered managers, within the meaning of the Danish Companies Act.

Novo Nordisk has a two-tier management structure consisting of the Board of Directors and Executive Management.

The Board of Directors is responsible for the overall strategic direction and supervises the performance of the company, strategy implementation and the work of Executive Management. Executive Management, in turn, is responsible for the day-to-day management of the company, development and implementation of strategies and policies, the company’s operations and organization and timely reporting to the Board of Directors and Novo Nordisk’s stakeholders. The Board of Directors and Executive Management are separate bodies, and no one serves as a member of both.

The key roles of the members of the Board of Directors and members of Executive Management outside the Company are included in our Annual Report 2023 under the section ‘Management’ on pages 43-47.

There are no family relationships between the Board of Directors, Executive Management or between any of the members of the Board of Directors and any member of Executive Management. No director or member of Executive Management has been elected according to an arrangement or understanding with shareholders, customers, suppliers or others. As required by the Danish Companies Act, directors are elected at general meetings by simple majority vote. In addition, four employee representatives are elected for a statutory four-year term by the employees of Novo Nordisk A/S.

B. COMPENSATION

For compensation data in respect of the members of the Company’s Board of Directors, reference is made to section 2.2 'Remuneration composition', section 2.4 'Board and committee fee levels 2023' and section 2.5 'Board remuneration 2023' in our Remuneration Report 2023.

For compensation data in respect of the members of the Company’s Executive Management, reference is made to section 3.1 'Key developments in executive remuneration 2023', section 3.2 'Remuneration composition', section 3.4 'Executive remuneration in 2023’, section 3.6 'Short-term incentive programme 2023', section 3.7 'Long-term incentive programme 2023, 2022 and 2021' and section 3.10 'Long-term incentive programs 2022 and 2023 – unvested shares' in our Remuneration Report 2023 and Note 5.1 'Share-based payment schemes' in our Annual Report 2023.

C. BOARD PRACTICES

The year of election and term for each member of the Board of Directors is included on pages 44-45 of our Annual Report 2023. The year of appointment for each member of Executive Management is included in Item 6A.

The Audit Committee

The Audit Committee assists the Board of Directors mainly with: overseeing the external auditors and the internal audit function; monitoring complaints reported through the Compliance Hotline (the Company's whistleblower system); overseeing and reviewing


			Novo Nordisk Form 20-F 2023


ITEM 6 DIRECTORS, EXECUTIVE MANAGEMENT AND EMPLOYEES

financial and ESG reporting, financial risk management and financial counterpart exposure, internal controls over financial and ESG reporting, business ethics compliance, information security; and insurance coverage.

Under Danish law, the statutory external auditor is elected by the shareholders. All shareholders as well as the Board have the right to propose candidates for election. The Audit Committee recommends to the Board the statutory external auditor to be nominated by the Board and elected by the shareholders at the annual general meeting.

As part of its oversight of external reporting, the Audit Committee discusses significant legal and tax issues with the chief financial officer, head of finance & compliance, the general counsel, head of group internal audit and the external auditors. The chief financial officer is charged with responsibility for the tax strategy and policy, which is endorsed by the Board of Directors.

The Audit Committee has five members elected by the Board of Directors from among its members. One member is designated as chair and one member is an employee-elected Board member.

In March 2023, the Board of Directors elected the following members to the Audit Committee: Laurence Debroux (member since 2019 and chair since 2021), Sylvie Grégoire (member since 2015), Mette Bøjer Jensen (member since 2022, employee-elected Board member), Christina Law (member since 2022) and Henrik Poulsen (member since 2021).

The Remuneration Committee

The Remuneration Committee assists the Board of Directors with the preparation and/or oversight of: the Remuneration Policy for the members of the Board of Directors and Executive Management; the remuneration of the members of the Board of Directors and its committees; the remuneration and employment terms of Executive Management; the Remuneration Report and other reporting.

The Remuneration Committee has four members elected by the Board of Directors from among its members. One member is designated as chair and one member is an employee-elected Board member.

In March 2023, the Board of Directors elected the following members to the Remuneration Committee: Henrik Poulsen (member since 2022 and chair since 2023), Elisabeth Dahl Christensen (member since 2022, employee-elected Board member), Laurence Debroux (member since 2021) and Martin Mackay (member since 2021).

Directors’ service contracts

Reference is made to the section ‘Corporate Governance’, page 20 of our Annual Report 2023 for the description of the termination payments for Executive Management.

D. EMPLOYEES

Reference is made to the section 'Employees' on page 90 and Note 2.4 'Employee costs' in our Annual Report 2023 regarding the total number of full-time employees in Novo Nordisk at year-end for the years 2019–2023. Employees outside Denmark as a percentage of the total number of employees for 2023 was 55% (2022: 58% and 2021: 61%).

Executive Management believes that the Company has a good relationship with its employees in general and with the labour unions of the Novo Nordisk employees.

E. SHARE OWNERSHIP

For information on the Board of Directors and Executive Management members' individual holdings of shares and restricted stock units, including shares and restricted stock units granted in the year ended December 31, 2023 and trading in shares by the Board of Directors and Executive Management in the same period, reference is made to section 2.6 'Shareholdings by the Board' and section 3.11 'Shareholdings by Executive Management' in our Remuneration Report 2023 and Note 5.1 'Share-based payment schemes' in our Annual Report 2023. As of January 30, 2024, the members of the Board of Directors and Executive Management held 1,246,806 B shares, representing in the aggregate less than 1% of the beneficial ownership of the Company.

In the period from January 1, 2024 until January 30, 2024, no B shares were sold or purchased by the members of the Board of Directors or Executive Management. The internal rules on trading in Novo Nordisk securities by members of the Board of Directors and Executive Management only permit trading in the 15 calendar day period following each quarterly earnings announcement. For information on vested shares for Executive Management on January 31, 2024, reference is made to section 3.8 'Long-term incentive programme 2021 – vested shares’ and section 3.9 'Long-term incentive programme 2020 – vested shares’ in our Remuneration Report 2023.

For further information, reference is made to Note 5.1 'Share-based payment schemes' in our Annual Report 2023.


			Novo Nordisk Form 20-F 2023


ITEM 6 DIRECTORS, EXECUTIVE MANAGEMENT AND EMPLOYEES

F. DISCLOSURE OF A REGISTRANT’S ACTION TO RECOVER ERRONEOUSLY AWARDED COMPENSATION

None.

ITEM 7 MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A. MAJOR SHAREHOLDERS

For information on major shareholders reference is made to ‘Shares and capital structure’ on pages 38-39 of our Annual Report 2023.

Novo Nordisk Foundation (the 'Foundation') owns its shares in Novo Nordisk A/S through Novo Holdings A/S. The purpose of Novo Holdings A/S is to administer the Foundation's portfolio of securities and minority capital interests and to administer and vote on the A shares and B shares in Novo Nordisk A/S, thereby securing a satisfactory financial return for Novo Holdings A/S' sole shareholder, the Foundation.

Under the Foundation’s statutes, the Foundation is governed by a board of directors, which must be comprised of six to twelve members (of whom at least two members must have a medical or scientific background, and at least one of these two members must have a medical background). Members of the Foundation’s board of directors are typically nominated by the Foundation’s nomination committee and elected by a two-thirds vote of the board members who have themselves been previously elected pursuant to the Foundation’s statutes. Any board member can be removed as provided for in the Danish Act on Foundations (‘lov om erhvervsdrivende fonde’). In addition, employee-elected board members are elected for a statutory four-year term by the employees of the Foundation and of the subsidiaries of the Foundation. No person or entity exercises any kind of formal influence over the Foundation’s board. The Foundation’s board currently consists of ten persons.

Under Novo Holdings A/S’ statutes, Novo Holdings A/S is governed by a board of directors, which must be comprised of three to nine members elected annually by the shareholders. According to the Foundation’s statutes, its board can and shall provide for members of its own board of directors to be elected to Novo Holdings A/S’ board of directors. Novo Holdings A/S’ board of directors is currently comprised of nine members, two of whom are also members of the Foundation’s board of directors (Steen Risgaard and Lars Rebien Sørensen) and one of whom is also member of the board of directors of Novo Nordisk A/S (Henrik Poulsen). Moreover, the chief executive officer of Novo Holdings A/S (Kasim Kutay) is also a member of the Board of Directors of Novo Nordisk A/S. The chair of the Foundation’s board of directors (Lars Rebien Sørensen) serves as the chair of Novo Holdings A/S’ board of directors.

The A shares in Novo Nordisk A/S held by Novo Holdings A/S cannot be sold or be subject to any disposition so long as the Foundation exists. The dissolution of the Foundation or any change in its objectives requires a unanimous vote of the Foundation’s board of directors. Other changes in the Foundation’s statutes require approval of two-thirds of the Foundation’s board members and approval by the Danish foundation authorities. According to its statutes, the Foundation is required to maintain material influence over Novo Nordisk A/S and its majority vote in Novo Holdings A/S.

For further information reference is made to ‘Shares and capital structure’ on pages 38-39 of our Annual Report 2023.

The B shares of Novo Nordisk A/S are registered with VP Securities A/S (‘VP Securities’) and are not represented by certificates. Generally, VP Securities does not provide the Company with information with respect to registration. However, set forth below is information as of January 30, 2024 with respect to (a) any shareholder who is known to the Company to be the owner of more than 5% of any class of Novo Nordisk A/S' securities and (b) the total amount of any class owned by Novo Nordisk A/S and its subsidiaries (treasury shares) and by the Board of Directors and Executive Management as a group:


Title of class	Identity of person or group	Shares owned		Percent of class	Percent of total votes

A shares *	Novo Holdings A/S	1,074,872,000		100.00	75.78
B shares *	Novo Holdings A/S	190,183,000		5.54	1.34
B shares *	Novo Nordisk A/S and subsidiaries (treasury shares)	53,878,054	**	1.57	0.38
B shares *	Board of Directors and Executive Management	1,246,806		0.04	0.01

*) As at September 13, 2023 a stock split of the company’s B shares was conducted so that the trading unit was changed from DKK 0.20 to DKK 0.10.

**) Treasury shares are included, however, voting rights of treasury shares cannot be exercised.

For information on share repurchases under the Company's share repurchase program in 2021/2022 reference is made to Note 4.2 ‘Distribution to shareholders’ in our Annual Report 2023. Information on the 2023/2024 share repurchase program, reference is made to ‘Shares and capital structure’ on pages 38-39 of our Annual Report 2023.


			Novo Nordisk Form 20-F 2023


ITEM 8 FINANCIAL INFORMATION

Novo Nordisk has initiated a DKK 30 billion share repurchase program to be executed during a 12-month period that began February 1, 2023. There is no complete record of all shareholders, nor of U.S. shareholders, and therefore it is not possible to give an accurate breakdown of geographical distribution of share capital nor of the number of B shareholders by country of residence. Additionally, certain of our B shares are held by brokers or other nominees and, as a result, the number of holders of record is not representative of the number of beneficial holders or of the residence of such beneficial holders.

However, based on available sources of information, as of December 31, 2023 it is estimated that share capital (including A and B share capital) was geographically distributed in the following manner: 39% Denmark, 26% North America, 3% UK, and 32% Other.

Furthermore, JPMorgan Chase Bank, N.A., our ADR Depositary, has informed us that as of December 31, 2023 the total number of ADRs outstanding was 388,973,829 representing approximately 12.18% of the issued B share capital outstanding (excluding treasury shares and shares held by Novo Holdings A/S) as at that date. All of the Company’s ADRs are held of record by the Depositary. For more information regarding our ADRs, see Item 12D below.

B. RELATED PARTY TRANSACTIONS

Related parties include the Novo Nordisk Foundation, Novo Holdings A/S, Novozymes A/S, Innate Pharma SA, Xellia Pharmaceuticals ApS (due to shared controlling shareholder, Novo Holdings A/S) and NNIT A/S being an associated company with shared controlled shareholding between Novo Holdings A/S and Novo Nordisk A/S. Novo Nordisk A/S has access to certain assets of and can purchase certain services from Novo Holdings A/S and Novozymes A/S and vice versa. All agreements relating to such assets and services are based on the list prices used for sales to third parties where such list prices exist, or the price has been set at what is regarded as market price. The material terms of these agreements are renegotiated on a regular basis. Being an associated company of Novo Nordisk A/S, Churchill Stateside Solar Fund XIV, LLC ('CS Solar Fund XIV') is considered a related party. Being an associated company of Novo Holdings A/S, Unchained Labs, Inc. is considered a related party to Novo Nordisk A/S.

Related party transactions in 2023, 2022 and 2021 were primarily payments for services provided between the Novo Nordisk Group and the Novozymes Group, Xellia Pharmaceuticals ApS, Altasciences Group, Sonion A/S and transactions with associated companies. The overall financial impact of these related party transactions is limited.

Since December 31, 2023, there have been no further significant transactions with related parties out of the ordinary course of business. For further information reference is made to Note 5.4 ‘Related party transactions’ in our Annual Report 2023.

C. INTERESTS OF EXPERTS AND COUNSEL

Not applicable.

ITEM 8 FINANCIAL INFORMATION

A. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

The financial statements required by this item accompany this annual report in the form of our Annual Report 2023 (filed as Exhibit 15.1 to this Form 20-F).

Legal proceedings

Reference is made to Note 3.5 ‘Provisions and contingent liabilities’ in our Annual Report 2023.

Dividends

Reference is made to ‘Shares and capital structure’, on pages 38-39 of our Annual Report 2023.

B. SIGNIFICANT CHANGES

No significant events have occurred since the date of the annual financial statements. For description of important events and achievements in 2023, reference is made to ‘Introducing Novo Nordisk’ on pages 3-9 and ‘2023 performance and 2024 outlook’ on pages 34-37 of our Annual Report 2023.

ITEM 9 THE OFFER AND LISTING

A. OFFER AND LISTING DETAILS

The Company's B shares are listed in Denmark on Nasdaq Copenhagen, and traded under the symbol "NOVO-B". The Company's ADRs are traded on the New York Stock Exchange under the symbol "NVO". See Exhibit 2.2 to this Form 20-F for a description of the B Shares.


			Novo Nordisk Form 20-F 2023


ITEM 10 ADDITIONAL INFORMATION

B. PLAN OF DISTRIBUTION

Not applicable.

C. MARKETS

Reference is made to ‘Shares and capital structure’, on pages 38-39 of our Annual Report 2023.

D. SELLING SHAREHOLDERS

Not applicable.

E. DILUTION

Not applicable.

F. EXPENSES OF THE ISSUE

Not applicable.

ITEM 10 ADDITIONAL INFORMATION

A. SHARE CAPITAL

Not applicable.

B. MEMORANDUM AND ARTICLES OF ASSOCIATION

See Exhibit 2.2. to this Form 20-F for a summary of certain material provisions of Novo Nordisk A/S’ Articles of Association, certain other constitutive documents and relevant Danish corporate law. See Exhibit 1.1 to this Form 20-F for a translation into English language of the Articles of Association.

C. MATERIAL CONTRACTS

There have been no material contracts outside the ordinary course of business.

D. EXCHANGE CONTROLS

Other than the Danish rules on screening of certain foreign direct investments ("FDI"), etc. in Denmark (the "Danish FDI Rules") and applicable international trade and financial sanctions as outlined below, (i) there are no governmental laws, decrees, or regulations in Denmark (including, but not limited to, foreign exchange controls) that restrict the export or import of capital, or that affect the remittance of dividends, interest or other payments to non-resident holders of the B shares or the ADRs, and (ii) there are no limitations on the right of non-resident or foreign owners to hold or vote the B shares or the ADRs imposed by the laws of Denmark or the Articles of Association of the Company.

Under the Danish FDI Rules, a screening mechanism applies to foreign direct investments in certain sensitive sectors, if the foreign investor obtains at least 10% ownership or voting rights, or equivalent control by other means. Among such sensitive sectors are companies and entities within critical infrastructure in Denmark that are necessary to maintain or restore the production, registration, distribution, and monitoring of prescription drugs. If a contemplated foreign direct investment in Novo Nordisk A/S is considered to fall within the scope of the mandatory screening mechanism, the foreign investor is required to apply for prior authorization with the Danish Business Authority. FDI filings, notifications or approvals may under certain circumstances also be required in non-Danish jurisdictions.

If a foreign investor fails to comply with the Danish FDI Rules, the Danish Business Authority may impose restrictions, inter alia, ordering to reverse the investment or to suspend the foreign investor's voting rights.

International trade and financial sanctions are continually evolving. If applicable, such international trade and financial sanctions may under certain circumstances prevent the possibility of export and import of capital, and affect the remittance of dividends, interests and other payments to the non-resident holders of the B shares or the ADRs. In addition, international trade and financial sanctions may also restrict the right of non-resident or foreign owners to acquire, transfer, hold or vote the B shares and ADRs. Failure to comply with international trade and financial sanctions can lead to criminal and civil liability.

E. TAXATION

Danish Taxation

The following summary outlines certain Danish tax consequences to U.S. Holders (as defined below):


			Novo Nordisk Form 20-F 2023


ITEM 10 ADDITIONAL INFORMATION

Withholding Tax

Generally, Danish withholding tax is deducted from dividend payments to U.S. Holders at a 27% rate, the rate generally applicable to non-residents in Denmark without regard to eligibility for a reduced treaty rate. Under the current Convention between the Government of the United States of America and the Government of the Kingdom of Denmark for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income (the ‘Current Convention’), the maximum rate of Danish tax that may be imposed on a dividend paid to a U.S. Holder that does not have a ‘permanent establishment’ (as defined therein) in Denmark is generally 15% and, for certain pension funds, 0% (each, the ‘Treaty Rate’). U.S. Holders eligible for the Treaty Rate may apply to the Danish tax authorities to obtain a refund to the extent that the amount withheld reflects a rate in excess of the Treaty Rate (any such amount, the ‘Excess Withholding Tax’).

Any U.S. Holders of ADRs wishing to apply for a refund of Excess Withholding Tax will have to provide a Danish Claim for Refund of Danish Dividend Tax, a properly completed U.S. Internal Revenue Service Form 6166 and additional documentation including: proof of dividend received; proof of ownership of the ADR and eligibility for the dividend received and proof that the dividend received was reduced by an amount corresponding to the Danish withholding tax. These documentation requirements may be expanded and may be subject to change. Refund claims must be filed within the three-year period following the date in which the dividend was paid in Denmark.

Information on tax reclaims, how they should be filed and the requisite tax forms may be obtained from:

JPMorgan Chase Bank, N.A.

c/o Globe Tax Services, Inc.

1 New York Plaza, 34th Floor

New York, New York 10004 USA

Phone: +1 (212) 747 9100

U.S. Holders should consult their tax advisers regarding dividend withholding tax refunds.

Sale or Exchange of ADRs or B Shares

Any gain or loss realized on the sale or other disposition of ADRs or B shares by a U.S. Holder that is not either a resident of Denmark or a corporation that is doing business in Denmark is not subject to Danish taxation. In addition, any non-resident of Denmark may remove from Denmark any convertible currency representing the proceeds of the sales of ADRs or B shares in Denmark.

U.S. Taxation

The following summary outlines certain U.S. federal income tax consequences for U.S. Holders (defined below) of owning and disposing of ADRs or B shares. A ‘U.S. Holder’ is a person that, for U.S. federal income tax purposes, is a beneficial owner of ADRs or B shares that is eligible for the benefits of the Current Convention and is (i) a citizen or individual resident of the United States, (ii) a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the United States or any state therein or the District of Columbia, or (iii) an estate or trust the income of which is subject to U.S. federal income taxation regardless of its source. This discussion applies only to a U.S. Holder that holds ADRs or B shares as capital assets for U.S. tax purposes and does not apply to persons that own or are deemed to own ADRs or common shares representing 10% or more of the voting power or value of Novo Nordisk. In addition, this discussion does not describe all of the tax consequences or potentially different tax consequences that may be relevant in light of the U.S. Holder’s particular circumstances, including tax consequences applicable to U.S. Holders subject to special rules, such as certain financial institutions, entities classified as partnerships for U.S. federal income tax purposes, persons subject to the provisions of the U.S. Internal Revenue Code and Treasury regulations thereunder commonly known as the Medicare contribution tax, persons subject to the alternative minimum tax, or persons holding ADRs or B shares in connection with a trade or business conducted outside of the United States. This discussion is based, in part, on certain representations by the Depositary and assumes that each obligation under the deposit agreement will be performed in accordance with its terms. This discussion assumes that the Company is not, and will not become, a passive foreign investment company for U.S. federal income tax purposes.

For U.S. federal income tax purposes, the holders of ADRs will be treated as the beneficial owners of the underlying B shares. Accordingly, no gain or loss for U.S. federal income tax purposes will be recognized if a U.S. Holder exchanges ADRs for the underlying B shares represented by those ADRs or B shares for ADRs.


			Novo Nordisk Form 20-F 2023


ITEM 10 ADDITIONAL INFORMATION

Taxation of Distributions

For U.S. federal income tax purposes, the gross amount of distributions on ADRs or B shares received by U.S. Holders, before reduction for any Danish tax withheld, generally will be included in the U.S. Holder’s income as foreign-source dividend income and will not be eligible for the dividends-received deduction generally available to U.S. corporations. The amount of any dividend income paid in Danish kroner will be the U.S. dollar amount calculated by reference to the exchange rate in effect on the date of the U.S. Holder’s, or, in the case of ADRs, the Depositary’s receipt of the dividend regardless of whether the payment is in fact converted into U.S. dollars at that time. If the dividend is converted into U.S. dollars on the date of receipt, a U.S. Holder should not be required to recognize foreign currency gain or loss in respect of the dividend income. A U.S. Holder may have foreign currency gain or loss if the dividend is converted into U.S. dollars after the date of receipt. U.S. Holders that receive a refund of Danish withholding tax after the dividend is received, as discussed above under the section ‘Danish Taxation Withholding Tax,’ may be required to recognize foreign currency gain or loss with respect to the amount of the refund. U.S. Holders should consult their tax advisers regarding whether any foreign currency gain or loss should be recognized in connection with distributions on ADRs or B shares.

Subject to applicable limitations and conditions under U.S. federal income tax law, dividends paid to certain non-corporate U.S. Holders may be taxable at favorable rates. In order to be eligible for the favorable rates, a non-corporate U.S. Holder must fulfill certain holding period and other requirements.

Subject to applicable limitations under U.S. federal income tax law, a U.S. Holder may be eligible to credit against its U.S. federal income tax liability Danish taxes withheld from dividends on ADRs or B shares at a rate not exceeding the applicable rate under the Current Convention. Danish taxes withheld in excess of the applicable rate under the Current Convention will not be eligible for credit against a U.S. Holder’s federal income tax liability. The rules governing foreign tax credits are complex and, therefore, U.S. Holders should consult their tax advisers regarding the availability of foreign tax credits in their particular circumstances. Alternatively, subject to applicable limitations, U.S. Holders may elect to deduct Danish taxes withheld from dividend payments. An election to deduct non-U.S. taxes instead of claiming a foreign tax credit applies to all non-U.S. taxes paid or accrued in the taxable year.

Sale or Exchange of ADRs or B Shares

A U.S. Holder will recognize capital gain or loss for U.S. federal income tax purposes on a sale or other disposition of ADRs or B shares, which will be long-term capital gain or loss if the U.S. Holder held the ADRs or B shares for more than one year. The amount of the gain or loss will equal the difference between the U.S. Holder’s tax basis in the ADRs or B shares disposed of and the amount realized on the disposition, in each case as determined in U.S. dollars. Such gain or loss will generally be U.S. source gain or loss for foreign tax credit purposes.

Information Reporting and Backup Withholding

Payments of dividends and sales proceeds that are made within the United States or through certain U.S. related financial intermediaries may be subject to information reporting and backup withholding, unless (i) the U.S. Holder is a corporation or other exempt recipient or (ii) in the case of backup withholding, the U.S. Holder provides a correct taxpayer identification number and certifies that it is not subject to backup withholding.

The amount of any backup withholding from a payment to a U.S. Holder will be allowed as a credit against the holder’s U.S. federal income tax liability and may entitle it to a refund, provided that the required information is timely furnished to the Internal Revenue Service.

Certain U.S. Holders who are individuals (and certain specified entities) may be required to report information relating to securities issued by a non-U.S. person or foreign accounts through which such securities are held, subject to certain exceptions (including an exception for securities held in accounts maintained by U.S. financial institutions). U.S. Holders should consult their tax advisers regarding their possible reporting obligations with respect to the ADRs or B shares.

The foregoing sections offer a general description and U.S. Holders should consult their tax advisers to determine the U.S. federal, state, local and non-U.S. tax consequences of owning and disposing of ADRs or B shares in their particular circumstances.

F. DIVIDENDS AND PAYING AGENTS

Not applicable.

G. STATEMENTS BY EXPERTS

Not applicable.


			Novo Nordisk Form 20-F 2023


ITEM 10 ADDITIONAL INFORMATION

H. DOCUMENTS ON DISPLAY

Documents referred to and filed with the SEC together with this Form 20-F can be read and copied at the SEC’s public reference room located at 100 F Street, NE, Washington, DC 20549. Please call the United States Securities and Exchange Commission at 1-800-SEC-0330 for further information on the public reference rooms.

Copies of this Form 20-F as well as our Annual Report 2023, Annual Report 2022 and Remuneration Report 2023 can be downloaded from the investors page at novonordisk.com. The contents of this website are not incorporated by reference into this Form 20-F. This Form 20-F is also filed and can be viewed via EDGAR on www.sec.gov.

I. SUBSIDIARY INFORMATION

Not applicable.

ITEM 11 QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

Financial exposure and financial risk management

For a description and discussion of the Company’s foreign exchange risk management, interest rate risk management, liquidity risk management and credit risk management, reference is made to Note 4.4 ‘Financial risks’ and the section ‘Risk management’ on pages 41-42 of our Annual Report 2023.

Sensitivity analysis

When conducting a sensitivity analysis, the Group assesses the change in fair value on the market-sensitive instruments following hypothetical changes in market rates and prices. The rates used to mark-to-market the instruments are market data as of December 31, 2023.

Interest rate sensitivity analysis

For information on Interest rate sensitivity analysis in the financial year of 2023, reference is made to Note 4.4 ‘Financial risks’ in our Annual Report 2023.

Foreign exchange sensitivity analysis

For information on Foreign exchange sensitivity analysis in the financial year of 2023, reference is made to Note 4.4 ‘Financial risks’ and the section ‘Risk management’ on pages 41-42 of our Annual Report 2023.

ITEM 12 DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

A. DEBT SECURITIES

Not applicable.

B. WARRANTS AND RIGHTS

Not applicable.

C. OTHER SECURITIES

Not applicable.

D. AMERICAN DEPOSITARY SHARES

Novo Nordisk’s ADR program is administered by J.P. Morgan Depositary Receipts Group as Depositary, JPMorgan Chase Bank, N.A., 383 Madison Avenue, Floor 11, New York, United States. The ADRs are traded under the symbol "NVO" on the New York Stock Exchange and the underlying security is the Novo Nordisk B share, NOVO-B on Nasdaq Copenhagen. Each ADR represents one deposited Novo Nordisk B share. One ADR carries the same voting rights as one Novo Nordisk B share.

The Depositary distributes relevant notices, reports and proxy materials to the holders of the ADRs. When dividends are paid to shareholders, the Depositary converts the amounts into U.S. dollars and distributes the dividends to the holders of the ADRs. See Exhibit 2.1. to this Form 20-F for a description of the rights of holders of the ADRs.

The holder of an ADR may have to pay the following fees and charges related to services in connection with the ownership of the ADR up to the amounts set forth in the table below.


			Novo Nordisk Form 20-F 2023


ITEM 12 DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES


Service						Fee
Issuance or delivery of an ADR, surrendering of an ADR for delivery of a Novo Nordisk B share, cancellation of an ADR, including issuance, delivery, surrendering or cancellation in connection with share distributions, stock splits, rights and mergers						A maximum of USD 5.00 for each 100 ADRs (or portion thereof), to be paid to the Depositary

Distribution of dividend to the holder of the ADR						A maximum of USD 0.05 per ADR (or portion thereof), to be paid to the Depositary

Transfer of the Novo Nordisk B shares from the Danish custodian bank to the holder of the ADR’s account in Denmark						USD 20.00 cabling fee per transfer, to be paid to the Depositary

Taxes and other governmental charges the holder of the ADR has to pay on any ADR or share underlying the ADR						As necessary

For the calendar year 2023, Novo Nordisk received a payment of USD 5,461,629 under the terms of its revenue sharing arrangement with JPMorgan Chase Bank, N.A.


			Novo Nordisk Form 20-F 2023


ITEM 13 DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

PART II

ITEM 13 DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

None.

ITEM 14 MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

Historically, Novo Nordisk’s B shares were listed on Nasdaq Copenhagen in trading units of DKK 0.20 and its American Depositary Receipts (ADRs) that equal B-shares of DKK 0.20 were listed on New York Stock Exchange (NYSE). Novo Nordisk effected a stock split whereby as of September 13, 2023 the B-shares were split in a two-for-one ratio. Consequently, the trading unit of the Novo Nordisk B shares listed on Nasdaq Copenhagen has been changed from DKK 0.20 to DKK 0.10. The ADRs have similarly been split as of September 20, 2023 to maintain the one-to-one relationship between the B-share and the ADR. The ADR ratio has not changed. Nominal data and comparative disclosures in this Form 20-F and our Annual Report 2023 have been adjusted to reflect the stock split.

ITEM 15 CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures

Novo Nordisk maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in reports that Novo Nordisk files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the United States Securities and Exchange Commission (the "SEC"), and that such information is accumulated and communicated to Management of the Company, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Novo Nordisk Management, including the chief executive officer and chief financial officer, evaluated the Company’s disclosure controls and procedures as of December 31, 2023. Based on this evaluation, the Company’s chief executive officer and chief financial officer concluded that as of December 31, 2023, the Company’s disclosure controls and procedures were effective at the reasonable assurance level.

In designing and evaluating the disclosure controls and procedures, Management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

Report of Novo Nordisk Management on Internal Control over Financial Reporting

Novo Nordisk’s Management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed by, or under the supervision of, the chief executive officer and chief financial officer, and effected by the Company’s Board of Directors, Management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS as issued by the IASB.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Novo Nordisk Management, including the chief executive officer and chief financial officer, assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023, using the criteria established in the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (‘COSO’). Based on this assessment, Novo Nordisk Management, including the chief executive officer and chief financial officer, concluded that, as of December 31, 2023, the Novo Nordisk Group’s internal control over financial reporting was effective based on criteria stated in Internal Control – Integrated Framework (2013) issued by the COSO.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2023 has been audited by Deloitte, Statsautoriseret Revisionspartnerselskab, Denmark, an independent registered public accounting firm, as stated in their report which appears on pages 33-34 of this Form 20-F.


			Novo Nordisk Form 20-F 2023


ITEM 16A AUDIT COMMITTEE FINANCIAL EXPERTS

Changes in internal controls over financial reporting

There were no changes in the Company’s internal control over financial reporting that occurred during the year ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

ITEM 16A AUDIT COMMITTEE FINANCIAL EXPERT

The Audit Committee is comprised of five members elected by the Board of Directors. One member is designated as chair and two members, Laurence Debroux (the chair), and Henrik Poulsen, are designated as Audit Committee financial experts as defined by the SEC.

Three members qualify as independent as defined by the SEC and two members rely on an exemption. See item 16D below. The chair, Laurence Debroux is independent as defined by the SEC.

Reference is made to pages 44-47 of our Annual Report 2023 for the name, position and experience for the members of the Audit Committee.

ITEM 16B CODE OF ETHICS

Novo Nordisk has a vision and a set of essentials named the Novo Nordisk Way. The Novo Nordisk Way describes who Novo Nordisk as a company is, where Novo Nordisk wants to go and how its employees work. The Novo Nordisk Way is principle-based and describes corporate essentials and the required values and mindset of employees on business conduct and ethics including a number of the topics required by the Sarbanes–Oxley Act and the NYSE Listed Company Manual. In addition to the Novo Nordisk Way, a number of guidelines have been established including the launch of OneCode in the fourth quarter of 2023, which serves as a single resource for the principles guiding how Novo Nordisk operates, including business ethics. The Novo Nordisk Way and OneCode apply to all employees in Novo Nordisk including the chief executive officer and chief financial officer, as well as the Board of Directors.

The Novo Nordisk Way and OneCode may be found on our website at novonordisk.com (the contents of the website are not incorporated by reference into this Form 20-F).

ITEM 16C PRINCIPAL ACCOUNTANT FEES AND SERVICES

Reference is made to Note 5.5 ‘Fee to statutory auditors’ in our Annual Report 2023 regarding fees paid to our statutory auditors.

The audit opinion of Deloitte Statsautoriseret Revisionspartnerselskab (PCAOB no. 1294) is included in Item 18.

Statutory Audit Fees

Statutory audit fees consist of fees incurred for the annual audit of the Company’s Annual Report, the financial statements of the Parent Company, Novo Nordisk A/S, and financial statements of wholly-owned subsidiaries including audit of internal controls over financial reporting (Sarbanes–Oxley Act, Section 404). Also included are services that can only be provided by our auditor, such as audit services required for regulatory filings.

Audit-Related Fees

Fees for audit-related services consist of fees incurred for assurance and related services provided by the independent auditor but not restricted to those that can only be provided by the auditor signing the audit report. This includes, amongst others, the assurance provided on the Company’s Environmental, Social and Governance reporting included in the Annual Report 2023 and also includes work concerning interpretation of financial accounting reporting standards.

Tax Fees

Fees for tax advisory services include fees incurred for tax compliance services, tax consultations and assistance in connection with tax audits and appeals and transfer pricing.

Other Fees

Fees for other services comprise fees incurred for other permitted services such as compliance reviews in connection with healthcare laws and regulations and assessment of their impact on the distribution chain, review of IT security plans, preparation of benchmark reports and other permissible services not included in the categories above.


			Novo Nordisk Form 20-F 2023


ITEM 16D EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Pre-approval policies

The Audit Committee assesses and pre-approves all audit and non-audit services provided by the statutory auditors. The pre-approval includes the type of service and a fee budget. Furthermore, the Audit Committee receives a quarterly update on actual services provided and fees realized.

ITEM 16D EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Novo Nordisk’s ADRs are listed on the New York Stock Exchange, the corporate governance rules of which require a foreign private issuer such as Novo Nordisk to have an Audit Committee that satisfies the requirements of Rule 10A-3 under the U.S. Securities Exchange Act of 1934, as amended. These requirements include a requirement that the Audit Committee be composed of members that are “independent” of the issuer, as defined in the Rule, subject to certain exemptions.

Of the current five members of Novo Nordisk’s Audit Committee, three are considered independent, including the chair Laurence Debroux, and two members rely on an exemption.

Henrik Poulsen is a member of the Board of Directors of the main shareholder Novo Holdings A/S. Accordingly, his service on the Audit Committee is permissible pursuant to the exemption from the independence requirements provided for by paragraph (b)(1)(iv)(B) of Rule 10A-3.

Mette Bøjer Jensen is a current employee of Novo Nordisk who has been elected to the Board of Directors by the employees pursuant to the Danish Companies Act (in Danish: "Selskabsloven"). The Danish Companies Act requires any limited liability company with more than 35 employees on average over a three-year period to organize a vote in which the employees are entitled to decide whether they would like employee representation on the Board of Directors. Mette Bøjer Jensen is not an executive officer of Novo Nordisk. Accordingly, her service on the Audit Committee is permissible pursuant to the exemption from the independence requirements provided for by paragraph (b)(1)(iv)(C) of Rule 10A-3.

Novo Nordisk does not believe the reliance on such exemptions would materially adversely affect the ability of the Audit Committee to act independently and to satisfy the other requirements of the Rule 10A-3.

ITEM 16E PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS


	Total Number of Shares Purchased (a)*	Average Price Paid per Share in DKK (b)	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (c)	Maximum Approximate Value of Shares that may yet be purchased under the Plans or Programs in DKK (d)
2022 repurchase program**
Status year end 2022***	56,829,378	396.05	56,829,378	1,492,474,236
January 1-31, 2023	3,140,590	475.22	59,969,968	7,489
Total****	59,969,968	400.20	59,969,968	7,489

2023 repurchase program**				30,000,000,000
February 1-28, 2023	3,724,984	487.22	3,724,984	28,185,113,296
March 1-31, 2023	4,068,358	508.45	7,793,342	26,116,553,381
April 1-30, 2023	2,737,066	561.47	10,530,408	24,579,766,161
May 1-31, 2023	9,477,674	559.18	20,008,082	19,280,031,335
June 1-30, 2023	3,665,800	545.83	23,673,882	17,279,112,341
July 1-31, 2023	3,622,680	536.94	27,296,562	15,333,957,145
August 1-31, 2023	3,577,506	607.03	30,874,068	13,162,299,161
September 1-30, 2023	3,071,256	660.14	33,945,324	11,134,845,763
October 1-31, 2023	3,149,954	674.26	37,095,278	9,010,944,702
November 1-30, 2023	9,005,500	697.23	46,100,778	2,732,030,309
December 1-31, 2023	1,715,000	678.29	47,815,778	1,568,754,498
Total	47,815,778	594.60	47,815,778	1,568,754,498

*) All shares purchased through a publicly announced program.

**) On September 13, 2023, a stock split of the company’s B shares was conducted so that the trading unit was changed from DKK 0.20 to DKK 0.10. Share purchase during 2023 and comparative disclosures have been adjusted to reflect the stock split.

***) Shares purchased under 2022 repurchase program during 2022.

****) As of January 31, 2023, Novo Nordisk had since February 2, 2022 repurchased a total of 59,969,968 B shares equal to a transaction value of DKK 24 billion. The DKK 24 billion share repurchase program announced February 2, 2022, was thereby concluded.


			Novo Nordisk Form 20-F 2023


ITEM 16F CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

Note to column (a) and (d)

The Board of Directors has been authorized by the annual general meeting to have the Company acquire up to 10% of the share capital at the price quoted at the time of the purchase with a deviation of up to 10%. This authorization is renewed annually at the annual general meeting. If the limit of 10% is reached, a number of shares would have to be cancelled before further purchases can be made. The cancellation of shares must be approved by the shareholders.

Under this authorization, a share repurchase program for 2022 of DKK 24 billion initiated in February 2022, was completed in January 2023. A new share repurchase program for 2023 of DKK 30 billion initiated in February 2023 was completed in January 2024. The shares have been purchased through a bank directly in the market or directly from Novo Holding A/S.

Column (a) shows shares Novo Nordisk purchased as part of our share repurchase program initiated in February 2022 (completed in January 2023) and our share repurchase program initiated in February 2023.

Notes to columns (c) and (d)

In order to maintain capital structure flexibility, the Board of Directors intends to propose at the annual general meeting on March 21, 2024, a reduction in the B share capital, by cancellation of 45 million shares (nominal value DKK 0.10) of current treasury B shares, to DKK 339,012,800. This would correspond to a 1.3% reduction of the total share capital.

ITEM 16F CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

Not applicable.

ITEM 16G CORPORATE GOVERNANCE

Novo Nordisk A/S is a public limited company incorporated in Denmark and admitted to trading on Nasdaq Copenhagen. As a result, it follows the applicable Danish Corporate Governance Recommendations issued in December 2020 (applicable from the financial year commencing on January 1, 2021) in respect of its corporate governance practices.

Novo Nordisk A/S has ADRs listed on the New York Stock Exchange (the “NYSE”) and is therefore required to comply with certain U.S. securities laws and regulations, including the Sarbanes-Oxley Act, and the NYSE Corporate Governance Standards (the “NYSE Standards”) applicable to listed companies as described in the NYSE Listed Company Manual’s section 303A. As a foreign private issuer, Novo Nordisk A/S is permitted to follow the corporate governance practice of its home country in lieu of certain provisions of the NYSE Standards.

Novo Nordisk A/S complies with the requirements of the SEC and NYSE except that Novo Nordisk as a “controlled company” (a listed company of which more than 50% of the voting power for the election of directors is held by an individual, a group or another company) pursuant to section 303A.00 of the NYSE Listed Company Manual is not obliged to comply with sections 303A.01 (majority independent directors), 303A.04 (nominating/corporate governance committee) and 303A.05 (compensation committee) of the NYSE Listed Company Manual.

Moreover, Novo Nordisk A/S as a foreign private issuer is permitted to follow home country practice in lieu of sections 303A.02 (independence tests), 303A.03 (executive sessions), 303A.07 (audit committee), 303A.08 (shareholder approval of equity compensation plans), 303A.09 (corporate governance guidelines), 303A.10 (code of business conduct and ethics) and 303A.12 (a) (certification requirements).

Below is a list of practices followed by Novo Nordisk A/S as a foreign private issuer that differ from certain corporate governance requirements under the NYSE Standards:

Independence requirements

Under the NYSE Standards, listed companies must have at least a majority of independent directors and no director qualifies as “independent” unless the Board of Directors affirmatively determines that the director has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company).

Under the Danish Corporate Governance Recommendations, at least half of the shareholder-elected Board members, i.e. excluding any employee-elected Board members, should be independent. Employees are entitled to be represented by half of the total number of the shareholder-elected Board members.


			Novo Nordisk Form 20-F 2023


ITEM 16G CORPORATE GOVERNANCE

In accordance with the NYSE Standards, a director is not deemed independent if the director is, or has been within the last three years, an employee of the listed company, or an immediate family member is, or has been within the last three years, an executive officer, of the listed company. Rule 303A.02 defines ‘listed company’, for purposes of the independence standards, to include ‘any parent or subsidiary in a consolidated group with the listed company or such other company as is relevant to any determination under the independence standards set forth in this Section 303A.02(b)’.

Four employees have in accordance with the requirements in the Danish Companies Act been elected as Board members by the Danish employees of Novo Nordisk A/S. One Board member is an executive of Novo Holdings A/S. No other Board members or the Board members’ immediate family members have within the last three years been an employee or executive of Novo Nordisk A/S or any parent or subsidiary in a consolidated group with Novo Nordisk A/S or received any fees from Novo Nordisk A/S.

The Board has determined whether the Board members qualify as independent per the Danish Corporate Governance Recommendations. The Board has also determined whether the Board members, who are members of the Audit Committee, qualify as independent under Rule 10A-3 in the Securities Exchange Act. Such determination is disclosed in the Annual Report. Further, the Annual Report provides detailed and individual information regarding the Board members, but it does not explicitly identify which Board members the Board considers independent under the NYSE Standards.

The Audit Committee

Under Section 303A.06 of the NYSE Standards, the Audit Committee in a listed company must be composed entirely of independent directors as set out in section 303A.02 and, in the absence of an applicable exemption, Rule 10A-3(b)(1). The members of the Audit Committee are elected at a Board meeting held immediately following the annual general meeting. Novo Nordisk A/S' Audit Committee has five members. Three members satisfy the independence requirements of Rule 10A-3(b)(1) of the Securities Exchange Act and section 303A.02 of the NYSE Listed Company Manual and two members rely on an exemption.

One Audit Committee member is a member of the board of directors of the main shareholder Novo Holdings A/S relying on the exemption from the independence requirements of Rule 10A-3(b)(1) provided for by paragraph (b)(1)(iv)(B) of Rule 10A-3 and one Audit Committee member is an employee representative relying on the exemption from the independence requirements in Rule 10A-3(b)(1) provided for by paragraph (b)(1)(iv)(C) of Rule 10A-3. See Item 16D above for further details.

Further, Novo Nordisk’s Audit Committee, is among other things, responsible for oversight of and reporting to the Board of Directors on the elements described in section 303A.07(b)(i)(A) of the NYSE Listed Company Manual. However, with respect to legal and regulatory requirements, the Audit Committee’s oversight responsibility only includes oversight of compliance with legal and regulatory requirements relating to business ethics compliance.

The Remuneration Committee

Under the NYSE Standards listed companies must have a compensation committee composed entirely of independent directors, which requirement does not apply to Novo Nordisk A/S as a controlled company. Compensation committee members must satisfy the additional independence requirements specific to compensation committee membership set forth in section 303A.02(a)(ii). The NYSE Standards states that in affirmatively determining the independence of any director who will serve on the compensation committee of the listed company’s Board of Directors, the Board of Directors must consider all factors specifically relevant to determining whether a director has a relationship to the listed company which is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member.

Novo Nordisk A/S has established a Remuneration Committee and the members of the Remuneration Committee are elected at a Board meeting held immediately following the annual general meeting. When electing the members, the Board of Directors considers all factors relevant to determine whether the members of the Remuneration Committee have a relationship to the Company which is material to the director’s ability to be independent from management when performing its duties. In the Danish Corporate Governance Recommendations, it is recommended that a majority of the members of a any board committee shall qualify as independent. Pursuant to the Danish Corporate Governance Recommendations, two members qualify as independent members and two members qualify as non-independent members, including the chair. This is due to the fact that the Board of Directors wishes to allow for both main shareholder and employee representation in our Board committees while maintaining an operational structure of the committees with relatively few members. The composition of the Remuneration Committee thus does not conform to the Danish Corporate Governance Recommendations, however as Novo Nordisk A/S discloses its approach, Novo Nordisk A/S adheres to the Danish Corporate Governance Recommendations.

The Nomination Committee

Under the NYSE Standards listed companies must have a nominating/corporate governance committee composed entirely of independent directors, which requirement does not apply to Novo Nordisk A/S as a controlled company.


			Novo Nordisk Form 20-F 2023


ITEM 16H MINE SAFETY DISCLOSURE

Novo Nordisk A/S has established a Nomination Committee and the members of the Nomination Committee are elected at a Board meeting held immediately following the annual general meeting. In the Danish Corporate Governance Recommendations it is recommended that a majority of the members of any board committee shall qualify as independent. Pursuant to the Danish Corporate Governance Recommendations, two members of the Nomination Committee qualify as independent members, including the chair, and two members qualify as non-independent members. This is due to the fact that the Board of Directors wishes to allow for both main shareholder and employee representation in our Board committees while maintaining an operational structure of the committees with relatively few members. The composition of the Nomination Committee thus does not conform to the Danish Corporate Governance Recommendations, however as Novo Nordisk A/S discloses its approach, Novo Nordisk A/S adheres to the Danish Corporate Governance Recommendations.

Equity-compensation plans

Under Section 303A.08 of the NYSE Standards, shareholders must be given the opportunity to vote on all equity compensation plans and material revisions thereto, with certain limited exceptions. The Remuneration Policy adopted by the annual general meeting describes Board and Executive remuneration. Adjustments to the policy were most recently adopted by the annual general meeting in March 2023 to adjust the remuneration of the Board and by the Board in November 2023 to implement the new clawback policy according to the new rule adopted by the SEC and recently introduced NYSE listing standard. The policy applies to Board and Executive remuneration in relation to the calendar year 2023 onwards, while the change regarding clawback of executive incentives applies as of December 1, 2023. All incentive programs offered to the Board and/or Executive Management shall comply with this framework. However, under Danish law, the practice of voting on equity-compensation plans is not contemplated and accordingly, equity compensation plans are only subject to shareholder approval if they result in the issuance of new shares (and not if treasury shares are used).

Code of business conduct and ethics

Under Section 303A.10 of the NYSE Standards, listed companies must adopt and disclose a code of business conduct and ethics for directors, officers and employees, and promptly disclose any waivers of the code for directors or executive officers. Novo Nordisk has a global framework of rules and guidelines, including but not limited to the Novo Nordisk Way and OneCode, which describe the corporate principles on ethical business conduct. See Item 16B. While certain topics mentioned in the NYSE Listed Company Manual are addressed in this framework of rules and guidelines, others are not specifically addressed.

CEO certification

Under Section 303A.12(a) of the NYSE Standards, each listed company's chief executive officer must certify to the NYSE each year that he or she is not aware of any violation by the listed company of NYSE Standards, qualifying the certification to the extent necessary. Novo Nordisk has opted to follow Danish law and regulations which do not contemplate such certifications.

ITEM 16H MINE SAFETY DISCLOSURE

Not applicable.

ITEM 16I DISCLOSURES REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

ITEM 16J INSIDER TRADING POLICIES

Not applicable.

ITEM 16K CYBERSECURITY

Cybersecurity risk management, strategy and governance

The cybersecurity governance and programme are defined in a charter approved by executive management, which is anchored in a risk-based approach based on industry standards to balance the level of cybersecurity against the risks to Novo Nordisk.

At Novo Nordisk, cybersecurity risk management is an integral part of our enterprise risk management framework defined in our information security framework. The framework aligns with industry best practice covering IT infrastructure, IT systems, and third-party service providers, and includes steps for identifying and assessing the severity of a cybersecurity threat, evaluating the potential business impact, implementing countermeasures and mitigation strategies, and informing executive management of material cybersecurity threats and incidents. Risks are consolidated across business areas and integrated into the enterprise risk management


			Novo Nordisk Form 20-F 2023


ITEM 16I DISCLOSURES REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

framework, where the likelihood and impact of cybersecurity risk scenarios are evaluated for risk treatment by executive management and reported to the Board of Directors. The cybersecurity risk management programme is validated through peer-benchmarked maturity assessments, external technical assessments of the core infrastructure, key applications and operational processes, as well as group internal audit evaluations of the cross-organisational controls implementation.

The Board of Directors has overall oversight responsibility for our risk management, and is charged with oversight of our threat landscape, posture, performance, and strategy related to cybersecurity. The Audit Committee is charged with overseeing the cybersecurity incident trends and potentially significant incidents that have been handled. Executive management is responsible for identifying, considering and assessing material cybersecurity risks on an ongoing basis, establishing processes to ensure that such potential cybersecurity risk exposures are monitored, putting in place appropriate mitigation measures and maintaining cybersecurity programmes.

Our cybersecurity programmes and teams are under the direction of our Chief Information Security Officer (CISO) in alignment with the strategic direction set by executive management. Our CISO and dedicated personnel are certified and experienced information systems security professionals and information security managers.

Our cybersecurity team monitors, detects, contains, responds to and reports upon cybersecurity threats, events, and incidents in collaboration with specialised third-party service providers. This covers processes for handling major cybersecurity incidents, which is integrated into the corporate crisis management framework for management of large-scale cyber events. Management, including the CISO and our cybersecurity team, regularly report on cybersecurity to various organisational levels including submitting regular reports to the Audit Committee and Board of Directors.

In 2023, we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition. However, despite our efforts, we cannot eliminate all risks from cybersecurity threats, or provide assurances that we have not experienced an undetected cybersecurity incident. For more information about these risks, please see 'Risk Factors—The potential risk on our business as a result of cybersecurity breaches' under Item 3.D.


			Novo Nordisk Form 20-F 2023


ITEM 17 FINANCIAL STATEMENTS

PART III

ITEM 17 FINANCIAL STATEMENTS

See response to Item 18.

ITEM 18 FINANCIAL STATEMENTS

The financial statements required by this item accompany this annual report in the form of our Annual Report 2023 (see Item 19).

Reconciliation of non-IFRS financial measures

In the Financial statements, Novo Nordisk discloses certain financial measures of the Group’s financial performance, financial position and cash flows that reflect adjustments to the most directly comparable measures calculated and presented in accordance with IFRS. The inclusion of non-IFRS measures has been expressly permitted by the Danish Business Authority and thereby exempted from the prohibition in Item 10(e)(1)(ii)(C) of Regulation S-K. However, these non-IFRS financial measures may not be defined and calculated by other companies in the same manner and may thus not be comparable with such measures.

The non-IFRS financial measures presented in our Annual Report 2023 are:

•Sales in constant exchange rates;

•Operating profit in constant exchange rates;

•'Net profit’, adjusted for 'income taxes', 'financial items', 'depreciation and amortisation' and 'impairment losses' (EBITDA);

•Return on invested capital (ROIC);

•Free cash flow; and

•Cash to earnings.

Reference is made to the section ‘Non-IFRS financial measures’ on pages 83-85 in our Annual Report 2023.


			Novo Nordisk Form 20-F 2023


ITEM 18 FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Novo Nordisk A/S

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Novo Nordisk A/S and its subsidiaries (the "Company" or “Novo Nordisk”) as of December 31, 2023 and 2022, the related consolidated income statements, statements of comprehensive income, equity statements and cash flow statements for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the "financial statements"). We also have audited the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023 in conformity with IFRS Accounting Standards as issued by the International Accounting Standards Board. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

Retrospective adjustment for share split

As discussed in Note 4.1 Earnings per share, Note 4.3 Share capital, Treasury shares and Other reserves and Note 5.1 share-based payment schemes, the financial statements have been restated to reflect the share split. Our opinion is not modified in respect of this matter.

Basis for Opinions

The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the Report of Novo Nordisk Management on Internal Control over Financial Reporting appearing under Item 15. Our responsibility is to express an opinion on these financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.


			Novo Nordisk Form 20-F 2023


ITEM 18 FINANCIAL STATEMENTS

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

US sales rebates – Refer to notes 2.1 and 3.5 to the financial statements

Critical Audit Matter Description

In the United States (US), sales rebates are paid in connection with public healthcare insurance program, namely Medicare and Medicaid, as well as rebates to pharmacy benefit managers and managed healthcare plans. In January 2021, the Company changed its policy in the US related to the 340B Drug Pricing Program, whereby Novo Nordisk no longer provides 340B statutory discounts to certain pharmacies that contract with covered entities participating in the 340B Drug Pricing Program. Novo Nordisk has only recognized revenue related to the 340B Drug Pricing Program to the extent that it is highly probable that its inclusion will not result in a significant revenue reversal in the future. When sales are recognized, Novo Nordisk also records provisions for the expected value of the sales deductions (variable consideration) at the time the related sales are recorded.

We identified the US sales rebates, including provisions related to the 340B Drug Pricing Program, as a critical audit matter due to the significant measurement uncertainty involved in developing these provisions, as the provisions are based on legal interpretations of applicable laws and regulations, historical claims experience, payer channel mix, current contract prices, unbilled claims, claims submission time lags and inventory levels in the distribution channel. In addition, significant judgments are involved in determining whether a significant reversal in the amount of cumulative revenue recognized will not occur. This led to significant auditor judgment, effort and subjectivity in applying procedures relating to these provisions.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to US sales rebates included the following, among others:

•We evaluated the appropriateness of the Company’s methodology used to develop their sales rebates provisions, including provisions related to the 340B Drug Pricing Program, by involving audit professionals with industry and quantitative analytics experience to assist us in performing our auditing procedures.

•We tested the effectiveness of controls relating to sales rebates, including controls over the assumptions and data used to estimate these rebates.

•We tested rebate claims processed by the Company, including evaluating those claims for consistency with the conditions and terms of the Company’s rebate arrangements.

•We tested the overall reasonableness of the accruals recorded at period end by developing an expectation for comparison to actual recorded balances.

•We evaluated the Company’s ability to estimate sales rebates accurately by considering the historical accuracy of the Company’s estimates in prior year.

/s/ Deloitte Statsautoriseret Revisionspartnerselskab

Copenhagen, Denmark

January 31, 2024

We have served as the Company’s auditor since 2021.


			Novo Nordisk Form 20-F 2023


ITEM 19 EXHIBITS

ITEM 19 EXHIBITS

A. ANNUAL REPORT

The following pages from our Annual Report 2023 (see Exhibit 15.1) are incorporated by reference into this Form 20-F. The content of websites, scientific articles and other sources referenced on these pages are not incorporated by reference into this Form 20-F.


	Page(s) in our Annual Report
Management Discussion and Analysis
Introducing Novo Nordisk		3-9
Strategic Aspirations		10-39
Corporate Governance		19-22
Pipeline overview		27
2023 performance and 2024 outlook		34-37
Shares and capital structure		38-39
Risk management		40-42
Board of Directors		44-46
Executive Management		47

Consolidated Financial Statements
Consolidated Income statement and Statement of comprehensive income for the years ended 31 December 2023, 2022 and 2021		50
Consolidated Cash flow statement for the years ended 31 December 2023, 2022 and 2021		51
Consolidated Balance sheet as of 31 December 2023 and 2022		52
Consolidated Equity statement at 31 December 2023, 2022 and 2021		53
Notes sections in the Consolidated financial statements		54-81
Companies in the Novo Nordisk Group		81

B. REMUNERATION REPORT

The following pages from our Remuneration Report 2023 (see Exhibit 15.3) are incorporated by reference into this Form 20-F. The content of websites, scientific articles and other sources referenced on these pages are not incorporated by reference into this Form 20-F.


	Page(s) in the Remuneration Report

2.2 Remuneration composition		6-7
2.4 Board and committee fee levels 2023		8
2.5 Board remuneration 2023		9
2.6 Shareholdings by the Board		9
3.1 Key development in executive remuneration 2023		10
3.2 Remuneration composition		11-12
3.4 Executive remuneration in 2023		13-14
3.6 Short-term incentive programme 2023		15-17
3.7 Long-term incentive programme 2023, 2022 and 2021		17-19
3.8 Long-term incentive programme 2021 – vested shares		19-20
3.9 Long-term incentive programme 2020 - vested shares		20-21
3.10 Long-term incentive programs 2022 and 2023 – unvested shares		21-22
3.11 Shareholdings by Executive Management		22


			Novo Nordisk Form 20-F 2023


ITEM 19 EXHIBITS

C. EXHIBITS

List of exhibits:

Exhibit No.

Description

Method of filing

1.1

Articles of Association of Novo Nordisk A/S

Incorporated by reference to the Registrant’s Report furnished to the SEC on Form 6-K on April 26, 2023.

2.1

Description of the rights of American Depositary Shares registered under Section 12 of the Securities Exchange Act of 1934

Filed together with this Form 20-F 2023.

2.2

Description of the rights of B Shares registered under Section 12 of the Securities Exchange Act of 1934

Filed together with this Form 20-F 2023.

8.1

Companies in the Novo Nordisk Group

Incorporated by reference to page 81 of the Annual Report 2023, filed as Exhibit 15.1 to this Form 20-F 2023.

12.1

Certification of Lars Fruergaard Jørgensen, president and chief executive officer of Novo Nordisk, pursuant to Section 302 of the Sarbanes–Oxley Act of 2002.

Filed together with this Form 20-F 2023

12.2

Certification of Karsten Munk Knudsen, executive vice president and chief financial officer of Novo Nordisk, pursuant to Section 302 of the Sarbanes–Oxley Act of 2002.

Filed together with this Form 20-F 2023

13.1

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes–Oxley Act of 2002.

Filed together with this Form 20-F 2023

15.1

The Registrant's Annual Report for the fiscal year ended December 31, 2023.

Filed together with this Form 20-F 2023. Certain of the information included within Exhibit 15.1, which is provided pursuant to Rule 12b-23(a)(3) of the Securities Exchange Act of 1934, as amended, is incorporated by reference in this Form 20-F, as specified elsewhere in this Form 20-F. With the exception of the items and pages so specified, Exhibit 15.1 is not deemed to be filed as part of this Form 20-F.

15.2

Consent of independent registered public accounting firm.

Filed together with this Form 20-F 2023.

15.3

The Registrant's Remuneration Report for the fiscal year ended December 31, 2023.

Incorporated by reference to the portions of the Registrant’s Report furnished to the SEC on Form 6-K on January 31, 2024 identified in Item 19.b of this Form 20-F.

Compensation Recovery Policy

Filed together with this Form 20-F 2023.

EX-101.SCH

XBRL Taxonomy Extension Schema Document

Filed together with this Form 20-F 2023.

EX-101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

Filed together with this Form 20-F 2023.

EX-101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

Filed together with this Form 20-F 2023.

EX-101.LAB

XBRL Taxonomy Extension Labels Linkbase Document

Filed together with this Form 20-F 2023.

EX-101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

Filed together with this Form 20-F 2023.


			Novo Nordisk Form 20-F 2023


SIGNATURES

SIGNATURES

The Registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.

NOVO NORDISK A/S

/s/ Lars Fruergaard Jørgensen

/s/ Karsten Munk Knudsen

Name:

Lars Fruergaard Jørgensen

Name:

Karsten Munk Knudsen

Title:

President and chief executive officer

Title:

Executive vice president and chief financial officer

Bagsværd, Denmark

Dated: January 31, 2024


			Novo Nordisk Form 20-F 2023

EX-2.1 2 exhibit21descriptionofther.htm EX-2.1 Document

Exhibit 2.1

Description of the rights of B shares registered under Section 12 of the Securities Exchange Act of 1934

B Shares

A. OFFER AND LISTING DETAILS

Novo Nordisk A/S (the “Company”) is a limited liability company organized under the laws of Denmark and registered with the Danish Business Authority under CVR number 24256790.

The Company has a total share capital of DKK 451,000,000, divided into an A share capital of nominally DKK 107,487,200 and a B share capital of nominally DKK 343,512,800. Each A share of DKK 0.10 carries 100 votes and each B share of DKK 0.10 carries 10 votes at General Meetings of the Company.

The Company’s B shares are listed in Denmark on Nasdaq Copenhagen, and traded under the symbol "NOVO-B" and on the New York Stock Exchange (“NYSE”) as American Depository Receipts (“ADRs”), traded under the symbol "NVO". Each of the Company’s A shares and B shares has been fully paid up and is registered, in the case of the A shares, on the Company's Register of Shareholders and, in the case of the B shares, by VP Securities, a central securities depositary in Denmark.

The A shares and the B shares have the rights, preferences and restrictions described below in “-Memorandum and Articles of Association.”

B. MEMORANDUM AND ARTICLES OF ASSOCIATION

The following section summarizes certain material provisions of the Company’s Articles of Association, certain other constitutive documents and relevant Danish corporate law. For further information, see Exhibit 1.1 to this Form 20-F for a translation into the English language of the Articles of Association.

General

The Company’s objectives are to carry out research and development and to manufacture and commercialize pharmaceutical, medical and technical products and services as well as any other activity related thereto as determined by its Board of Directors. It strives to conduct its activities in a financially, environmentally and socially responsible way. The Company's objectives are set out in Article 2 of its Articles of Association.

Powers of the Board of Directors

All members of the Board of Directors have equal voting rights, and all resolutions are passed by a simple majority of votes. However, in the event of a tie, the Chair shall have the casting vote. The Board of Directors forms a quorum when at least a majority of its members is present.

According to the Danish Companies Act, no member of the Board of Directors or the Executive Management may take part in the consideration of any business involving agreements between any member of the Group and himself, legal actions brought against the individual, or any business involving agreements between any member of the Group and any third party or legal actions brought against any third party, if the individual has a major interest therein that might conflict with the Company’s interests. The Danish Companies Act also includes restrictions on the Company’s ability to grant loans or provide security to any member of the Board of Directors or anyone particularly close to such a member of the Board of Directors. The Company's ability to grant loans or provide security is subject to a number of conditions including shareholder approval or delegation of authorization to the Board of Directors by the General Meeting.

The remuneration of the Board of Directors must be approved by the Company’s shareholders at the Annual General Meeting.

According to the Company’s Articles of Association a person cannot be nominated for election or re-election if such person has reached the age of 70 at the time of the General Meeting.

Rights, restrictions and preferences attaching to the shares

If the shareholders at an Annual General Meeting approve a recommendation by the Board of Directors to pay dividends, dividends shall be distributed as follows: a priority dividend of 0.5% to the holders of A shares and then up to a dividend of 5% to the holders of B shares. Any distribution of additional dividends shall be subject to the provision that the holders of A shares shall never receive a total dividend exceeding the percentage rate of the dividend paid to the holders of B shares. A shares take priority for dividends below 0.5%. B shares take priority for dividends between 0.5% and 5%. However, in practice, A shares and B shares receive the same amount of dividends per share of DKK 0.01. Dividends on A shares shall be remitted to the shareholders at the addresses entered in the Company's Register of Shareholders as at the date of the Annual General Meeting. Dividends on B shares shall be paid with fully discharging effect for the Company through a central securities depository and an account-holding bank to shareholders registered by VP Securities at the time of payment.

The Board of Directors has been granted authority to distribute extraordinary dividends. This authority is included in the Articles of Association of the Company. Hence the Board of Directors has been granted authority to pay interim dividends without obtaining specific approval from the Annual General Meeting. Any Board resolution to pay extraordinary dividends must be accompanied by a balance sheet showing that sufficient funds are available for distribution. An authorized auditor must review the balance sheet.


			Exhibit 2.1 2023 - Novo Nordisk

Subject to the preference mechanism described above, the A shares and the B shares rank as equal in the event of a return on capital by the Company. Upon a winding-up, liquidation or otherwise, the B shares rank ahead of the A shares with regard to payment of each share’s nominal amount. All shares rank as equal in respect of further distributions from a winding-up.

Each A share of DKK 0.10 carries 100 votes and each B share of DKK 0.10 carries 10 votes at General Meetings. A shares are non-negotiable instruments whereas B shares are negotiable instruments.

The holders of A shares have a pro-rata right of first refusal with regard to any A shares sold by another shareholder. However, currently all A-shares are owned by Novo Holdings A/S and cannot be divested.

The share capital has been fully paid up and shareholders are not liable to further capital calls by the Company. No shareholder shall be obliged to have his shares redeemed in whole or in part. There is no sinking fund provision in the Articles of Association. There is no provision in the Articles of Association discriminating against any existing or prospective holder of such securities as a result of such shareholder owning a substantial number of shares. The members of the Board of Directors do not stand for reelection at staggered intervals and there is no cumulative voting arrangement.

Changes in shareholders’ rights

Changes in the rights of holders of A shares or B shares require an amendment of the Articles of Association. Unless stricter requirements are made under the Danish Companies Act for any such resolution to be passed, (i) at least 2/3 of the total number of votes in the Company shall be represented at the General Meeting, and (ii) at least 2/3 of the votes cast and of the voting share capital shall vote in favor of such a resolution. If the quorum requirement in (i) is not fulfilled, the Board of Directors shall within two weeks convene another General Meeting at which the resolution may be passed irrespective of the number of votes represented.

General Meetings

The Company’s General Meetings shall be held at a venue in the Capital Region of Denmark. The Annual General Meeting shall be held before the end of April in every year. Extraordinary General Meetings shall be held as resolved by the General Meeting or the Board of Directors, or upon the request of the auditors or shareholders representing in total at least 5% of the share capital. The Extraordinary General Meeting shall then be called not later than two weeks after receipt of such request.

General Meetings shall be called by the Board of Directors not earlier than five weeks and not later than three weeks prior to the General Meeting. The notice calling such General Meeting, stating the agenda for the meeting, shall be published on the Company’s website: novonordisk.com (the contents of this website are not incorporated by reference into this Form 20-F). The notice convening the meeting shall also be forwarded by mail or by email in writing to all shareholders entered in the Register of Owners who have so requested.

A shareholder’s right to attend and vote at a General Meeting shall be determined by the shares or ADRs which such shareholder owns at the applicable record date. The Danish record date is one week prior to the General Meeting. Any shareholder who is entitled to attend the General Meeting is required to apply for an admission card to such General Meeting no later than three days prior to the date of such General Meeting. ADR holders who wish to attend the General Meeting in Denmark should contact Investor Relations, via e-mail to IRofficer@novonordisk.com.

The shares held by each shareholder at the Danish record date shall be calculated based on the registration of the shareholder’s shares in the Register of Owners as well as any notification received by the Company with respect to registration of shares in the Register of Owners, which have not yet been entered in the Register of Owners.

Ownership restrictions

There are no limitations on the rights of non-resident or foreign owners to hold or vote the shares imposed by the laws of Denmark, the Company’s Articles of Association, or any other of its constituent documents.

Change of control

There is no provision in the Articles of Association, nor any other constituent document, that would have an effect of delaying, deferring or preventing a change in control of the Company and that would operate only with respect to a merger, acquisition or corporate restructuring involving the Company (or any of its subsidiaries). However, based on the current shareholder structure, the voting rights held by holders of A shares outlined above afford the Novo Nordisk Foundation, acting through its wholly-owned subsidiary Novo Holdings A/S, to have veto power against any change of control.

Ownership disclosure

According to the Danish Capital Markets Act and the Danish Companies Act, shareholders of the Company must notify the Danish Financial Supervisory Authority and the Company of their ownership if they own 5% or more of the voting rights or share capital. Also, shareholders must notify changes in holdings if thresholds of 5%, 10%, 15%, 20%, 25%, 50%, 90% or 100% and 1/3 and 2/3 of the voting rights or share capital are crossed.

Changes in capital

The Company’s Articles of Association do not contain conditions governing changes in the capital more stringent than those contained in the Danish Companies Act.

There are no limitations on the right of non-resident or foreign owners to hold or vote the B shares or the ADRs imposed by the laws of Denmark or the Articles of Association of the Company.


			Exhibit 2.1 2023 - Novo Nordisk

American Depositary Shares

The Company’s American Depositary Receipts (“ADR”) program is administered by J.P. Morgan Depositary Receipts Group, JPMorgan Chase Bank, N.A., 383 Madison Avenue, Floor 11, New York, NY 10179, United States (the “Depositary”). ADRs evidence American Depositary Shares (“ADSs”) issuable by the Depositary pursuant to the terms of the Amended and Restated Deposit Agreement (the “Deposit Agreement”), the form of which is attached as an exhibit to the registration statement on Form F-6 filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on March 2, 2017 (File No. 333-192740). Each ADS currently represents one deposited Novo Nordisk B share. The ADS to share ratio is subject to amendment as provided in the form of ADR (which may give rise to fees contemplated by the form of ADR, which is attached to the Deposit Agreement). In the future, each ADS will also represent any securities, cash or other property deposited with the Depositary but which has not been distributed directly to ADS holders (together with any deposited shares, the “Deposited Securities”).

For the purposes of the following description, “Holders” refers to the registered ADS holders. ADSs may be held either directly or indirectly through a broker or other financial institution. If an ADS holder holds their ADSs directly, they will be a registered ADS holder. If an ADS is held indirectly, the relevant holder must rely on the procedures of their broker or other financial institution to assert the rights of ADS holders described below. Such holders should consult with their broker or financial institution to find out what those procedures are.

A. SHARE DIVIDENDS AND OTHER DISTRIBUTIONS

The Company may make various types of distributions with respect to its securities. To the extent practicable, the Depositary will deliver such distributions to each Holder entitled thereto, in proportion to their interests, on the record date set by the Depositary, in the following manner:

•Cash. The Depositary will distribute any U.S. dollars available to it resulting from a cash dividend or other cash distribution or the net proceeds of sales of any other distribution or portion thereof on an averaged or other practicable basis, subject to (i) appropriate adjustments for taxes withheld, (ii) such distribution being impermissible or impracticable with respect to certain Holders, and (iii) deduction of the Depositary's and/or its agents' fees and expenses in (1) converting any foreign currency to U.S. dollars by sale or in such other manner as the Depositary may determine to the extent that it determines that such conversion may be made on a reasonable basis, (2) transferring foreign currency or U.S. dollars to the United States by such means as the Depositary may determine to the extent that it determines that such transfer may be made on a reasonable basis, (3) obtaining any approval or license of any governmental authority required for such conversion or transfer, which is obtainable at a reasonable cost and within a reasonable time and (4) making any sale by public or private means in any commercially reasonable manner.

•Shares. In the case of a distribution in shares, the Depositary will issue the number of ADSs representing such shares. Only whole ADSs will be issued. Any shares which would result in fractional ADSs will be sold and the net proceeds will be distributed in the same manner as cash to the ADR holders entitled thereto.

•Rights. The Depositary will distribute warrants or other instruments in the discretion of the Depositary representing rights to acquire additional ADRs in respect of any rights to subscribe for additional shares or rights of any nature available to the Depositary as a result of a distribution on Deposited Securities, to the extent that the Company timely furnishes to the Depositary evidence satisfactory to the Depositary that the Depositary may lawfully distribute the same (the Company has no obligation to so furnish such evidence). However, to the extent the Company does not timely furnish such evidence, the Depositary may:

i. sell such rights if practicable and distribute the net proceeds from the sale of such rights in the same manner as cash; or

ii. if it is not practicable to sell the rights by reason of the non-transferability of such rights, limited markets therefor, their short duration or otherwise, do nothing (and allow such rights to lapse).

•Other Distributions. In the case of a distribution of securities or property other than those described above, the Depositary may either (i) distribute such securities or property in any manner it deems equitable and practicable or (ii) to the extent the Depositary deems distribution of such securities or property not to be equitable and practicable, sell such securities or property and distribute the net proceeds in the same way it distributes cash.

To the extent that any of the Deposited Securities is not or shall not be entitled, by reason of its date of issuance, or otherwise, to receive the full amount of any cash dividend, distribution, or net proceeds of sales as contemplated by clause (a) of the prior paragraph, the Depositary shall make appropriate adjustments in the amounts distributed to the Holders issued in respect of such Deposited Securities. To the extent the Company or the Depositary shall be required to withhold and does withhold from any cash dividend, distribution or net proceeds from sales in respect of any Deposited Securities an amount on account of taxes, the amount distributed on the ADSs issued in respect of such Deposited Securities shall be reduced accordingly.

To the extent the Depositary determines in its discretion that it would not be permitted by applicable law, rule or regulation, or it would not otherwise be practicable, to convert foreign currency into U.S. dollars and/or distribute such U.S. dollars to any or all of the Holders entitled thereto, the Depositary may in its discretion distribute some or all of the foreign currency received by the Depositary as it deems permissible and practicable to, or retain and hold such foreign currency uninvested and without liability for interest thereon for the respective accounts of, the Holders entitled to receive the same.

To the extent that the Depositary determines in its discretion that any distribution pursuant to the above would not be permissible by applicable law, rule or regulation, or is not otherwise practicable with respect to any or all Holders, the Depositary may in its discretion make such distribution as it so deems permissible and practicable, including the distribution of some or all of any cash, foreign currency, securities or other property (or appropriate documents evidencing the right to receive some or all of any such cash, foreign currency, securities or other property), and/or the Depositary may retain and hold some or all of such cash, foreign currency, securities or other property as Deposited Securities with respect to the applicable Holders’ ADRs (without liability for interest thereon or the investment thereof).


			Exhibit 2.1 2023 - Novo Nordisk

To the extent the Depositary retains and holds any cash, foreign currency, securities or other property, any and all fees, charges and expenses related to, or arising from, the holding thereof (including, but not limited to those provided in any ADR) shall be paid from such cash, foreign currency, securities or other property, or the net proceeds from the sale thereof, thereby reducing the amount so held.

The Depositary is not responsible if it fails to determine that any distribution or action is lawful or reasonably practicable.

There can be no assurance that the Depositary will be able to convert any currency at a specified exchange rate or sell any property, rights, shares or other securities at a specified price, nor that any of such transactions can be completed within a specified time period.

The Depositary reserves the right to utilize a division, branch or affiliate of the Depositary to direct, manage and/or execute any public and/or private sale of securities and/or property under the Deposit Agreement. Such division, branch and/or affiliate may charge the Depositary a fee in connection with such sales, which fee is considered an expense of the Depositary. All purchases and sales of securities will be handled by the Depositary in accordance with its then current policies, which are currently set forth on the “Disclosures” page (or successor page) of ADR.com, the location and contents of which the Depositary shall be solely responsible for.

B. ISSUANCE, WITHDRAWAL AND CANCELLATION

Upon each deposit of shares or evidence of rights to receive shares, receipt of related delivery documentation and compliance with the other provisions of the Deposit Agreement, including the payment of the fees and charges of the Depositary and any taxes or other fees or charges owing, the Depositary will issue an ADR or ADRs in the name or upon the order of the person entitled thereto evidencing the number of ADSs to which such person is entitled. Shares deposited must be accompanied by certain delivery documentation and shall, at the time of such deposit, be registered in the name of JPMorgan Chase Bank, N.A., as depositary for the benefit of holders of ADRs or in such other name as the Depositary shall direct. All of the ADSs issued will, unless specifically requested to the contrary, be part of the Depositary's direct registration system, and a registered holder will receive periodic statements from the Depositary which will show the number of ADSs registered in such holder's name. An ADR holder can request that the ADSs not be held through the Depositary's direct registration system and that a certificated ADR be issued.

In its capacity as Depositary, the Depositary shall not lend shares or ADSs.

Upon surrender for cancellation of (i) a certificated ADR in form satisfactory to the Depositary at the Depositary’s office or (ii) proper instructions and documentation in the case of a direct registration ADR, the Depositary will, upon payment of certain applicable fees, charges and taxes, deliver the underlying shares to the Holder or upon the Holder’s written order. Delivery of deposited securities in certificated form will be made at the custodian's office. At the Holder’s risk, expense and request, the Depositary may deliver deposited securities at such other place as the Holder may request.

C. TRANSFER

ADRs are transferable on the ADR register and may be split into other ADRs or combined with other ADRs into one ADR, evidencing the aggregate number of ADSs surrendered for split-up or combination, by the Holder thereof or by duly authorized attorney upon surrender of the relevant ADR upon delivery to the Depositary of proper instruments of transfer and duly stamped as may be required by applicable law; provided that the Depositary may close the ADR register at any time or from time to time when deemed expedient by it or, in the case of the issuance book portion of the ADR register, when reasonably requested by the Company solely in order to enable the Company to comply with applicable law. At the request of a Holder, the Depositary shall, for the purpose of substituting a certificated ADR with a direct registration ADR, or vice versa, execute and deliver a certificated ADR or a direct registration ADR, as the case may be, for any authorized number of ADSs requested, evidencing the same aggregate number of ADSs as those evidenced by the certificated ADR or direct registration ADR, as the case may be, substituted.

D. RECORD DATES

The Depositary may fix a record date (which, to the extent applicable, shall be as near as practicable to any corresponding record dates set by the Company) for the determination of the Holders who shall be entitled or obligated:

•to receive any distribution on or in respect of Deposited Securities;

•to give instructions for the exercise of any voting rights;

•to pay the fee assessed by the Depositary for administration of the ADR program and for any expenses as provided for in the ADR;

•to receive any notice or to act in respect of other matters, all subject to the provisions of the Deposit Agreement.

E. VOTING RIGHTS

As soon as practicable after receipt of notice of any meeting at which the holders of Shares are entitled to vote, or of solicitation of consents or proxies from holders of shares or Deposited Securities, the Depositary shall fix the ADS record date provided that if the Depositary receives a written request from the Company in a timely manner and at least thirty (30 days) prior to the date of such vote or meeting, the Depositary shall, at the Company’s expense, distribute to Holders a notice stating (i) such information as contained in such notice and any solicitation materials, (ii) that each Holder on the record date set by the Depositary will, subject to any applicable provisions of the laws of Denmark, be entitled to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs and (iii) the manner in which such instructions may be given or deemed as provided below, including instructions for giving a discretionary proxy to a person designated by the Company.


			Exhibit 2.1 2023 - Novo Nordisk

Each Holder shall be solely responsible for the forwarding of Voting Notices to the beneficial owners of ADSs registered in such Holder’s name. Following actual receipt by the ADR department responsible for proxies and voting of Holders’ instructions (including, without limitation, instructions of any entity or entities acting on behalf of the nominee for DTC), the Depositary shall, in the manner and on or before the date established by the Depositary for such purpose, endeavor to vote or cause to be voted the Deposited Securities represented by the ADSs evidenced by such Holders' ADRs in accordance with such instructions. The Depositary will not itself exercise any voting discretion in respect of any Deposited Securities. If the Depositary timely receives voting instructions from a Holder which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder's ADSs, the Depositary will deem such Holder (unless otherwise specified in the notice distributed to Holders) to have instructed the Depositary to vote in favor of the items set forth in such voting instructions. Deposited Securities represented by ADSs for which no timely voting instructions are received by the Depositary from the Holder shall not be voted.

There is no guarantee that Holders generally or any Holder in particular will receive the notice described above with sufficient time to enable such Holder to return any voting instructions to the Depositary in a timely manner.

Notwithstanding anything contained in the Deposit Agreement or any ADR, the Depositary may, to the extent not prohibited by law or regulations, or by the requirement of the stock exchange on which the ADSs are listed, in lieu of distribution of the materials provided to the Depositary in connection with any meeting of, or solicitation of consents or proxies from, Holders, distribute to the Holders a notice that provides Holders with, or otherwise publicizes to Holders, instructions on how to retrieve such materials or receive such materials upon request (i.e., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials). Holders are strongly encouraged to forward their voting instructions as soon as possible. Voting instructions will not be deemed received until such time as the ADR department responsible for proxies and voting has received such instructions, notwithstanding that such instructions may have been physically received by the Depositary prior to such time.

F. REPORTS AND OTHER COMMUNICATIONS

The Depositary will make available for inspection by Holders at the offices of the Depositary and of the custodian the Deposit Agreement, the provisions of or governing Deposited Securities, and any written communications from the Company, which are both received by the custodian or its nominee as a holder of Deposited Securities and made generally available to the holders of Deposited Securities.

Additionally, the Depositary will distribute copies of such communications (or English translations or summaries thereof) to Holders when furnished by the Company.

G. FEES AND EXPENSES

The Depositary may charge, and collect from, (i) each person to whom ADSs are issued, including, without limitation, issuances against deposits of shares, issuances in respect of share distributions, rights and other distributions, issuances pursuant to a stock dividend or stock split declared by the Company or issuances pursuant to a merger, exchange of securities or any other transaction or event affecting the ADSs or Deposited Securities, and (ii) each person surrendering ADSs for withdrawal of Deposited Securities or whose ADSs are cancelled or reduced for any other reason, a fee of up to U.S. $5.00 for each 100 ADSs (or portion thereof) issued, delivered, reduced, cancelled or surrendered, or upon which a share distribution or elective distribution is made or offered (as the case may be). The Depositary may sell (by public or private sale) sufficient securities and property received in respect of a share distribution, rights and/or other distribution prior to such deposit to pay such charge.

The following additional fees, charges and expenses shall also be incurred by the Holders, the beneficial owners, by any party depositing or withdrawing shares or by any party surrendering ADSs and/or to whom ADSs are issued (including, without limitation, issuances pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the ADSs or the Deposited Securities or a distribution of ADSs), whichever is applicable:

•a fee of U.S. $0.05 or less per ADS for any cash distribution made, or for any elective cash/stock dividend offered, pursuant to the Deposit Agreement;

•a fee of up to U.S.$0.05 per ADS held for the direct or indirect distribution of securities (other than ADSs or rights to purchase additional ADSs or the net cash proceeds from the public or private sale of any such securities, regardless of whether any such distribution and/or sale is made by, for, or received from, or (in each case) on behalf of, the Depositary, the Company and/or any third party (which fee may be assessed against Holders as of a record date set by the Depositary),

•an aggregate fee of up to U.S. $0.05 per ADS per calendar year (or portion thereof) for services performed by the Depositary in administering the ADRs (which fee may be charged on a periodic basis during each calendar year and shall be assessed against Holders as of the record date or record dates set by the Depositary during each calendar year and shall be payable at the sole discretion of the Depositary by billing such Holders or by deducting such charge from one or more cash dividends or other cash distributions;

•an amount for the reimbursement of such charges and expenses as are incurred by the Depositary and/or any of its agents (including, without limitation, the custodian as well as charges and expenses incurred on behalf of Holders in connection with compliance with foreign exchange control regulations or any law or regulation relating to foreign investment) in connection with the servicing of the shares or other Deposited Securities, the sale of securities (including, without limitation, deposited securities), the delivery of Deposited Securities or otherwise in connection with the Depositary's or its custodian's compliance with applicable law, rule or regulation (which charges and expenses may be assessed on a proportionate basis against Holders as of the record date or dates set by the Depositary and shall be payable at the sole discretion of the Depositary by billing such Holders or by deducting such charge or expense from one or more cash dividends or other cash distributions); and


			Exhibit 2.1 2023 - Novo Nordisk

•a fee for the distribution of securities or the sale of securities in connection with a distribution, such fee being in an amount equal to the fee for the execution and delivery of ADSs which would have been charged as a result of the deposit of such securities (treating all such securities as if they were shares) but which securities or the net cash proceeds from the sale thereof are instead distributed by the Depositary to those Holders entitled thereto;

The Company will pay all other fees, charges and expenses of the Depositary and any agent of the Depositary (except the custodian) pursuant to agreements from time to time between the Company and the Depositary, except:

•stock transfer or other taxes and other governmental charges (which are payable by Holders or persons depositing shares);

•a transaction fee per cancellation request (including any cancellation request made through SWIFT, facsimile transmission or any other method of communication) as disclosed on the "Disclosures" page (or successor page) of www.adr.com (as updated by the Depositary from time to time, "ADR.com") and any applicable delivery expenses (which are payable by such persons or Holders); and

•transfer or registration expenses for the registration of transfer of Deposited Securities on any applicable register in connection with the deposit or withdrawal of Deposited Securities (which are payable by persons depositing shares or Holders withdrawing Deposited Securities).

To facilitate the administration of various depositary receipt transactions, including disbursement of dividends or other cash distributions and other corporate actions, the Depositary may engage the foreign exchange desk within JPMorgan Chase Bank, N.A. (the “Bank”) and/or its affiliates in order to enter into spot foreign exchange transactions to convert foreign currency into U.S. dollars (“FX Transactions”). For certain currencies, FX Transactions are entered into with the Bank or an affiliate, as the case may be, acting in a principal capacity. For other currencies, FX Transactions are routed directly to and managed by an unaffiliated local custodian (or other third-party local liquidity provider), and neither the Bank nor any of its affiliates is a party to such FX Transactions.

The foreign exchange rate applied to an FX Transaction will be either (i) a published benchmark rate, or (ii) a rate determined by a third-party local liquidity provider, in each case plus or minus a spread, as applicable. The Depositary will disclose which foreign exchange rate and spread, if any, apply to such currency on the "Disclosures" page (or successor page) of ADR.com. Such applicable foreign exchange rate and spread may (and neither the Depositary, the Bank nor any of their affiliates is under any obligation to ensure that such rate does not) differ from rates and spreads at which comparable transactions are entered into with other customers or the range of foreign exchange rates and spreads at which the Bank or any of its affiliates enters into foreign exchange transactions in the relevant currency pair on the date of the FX Transaction. Additionally, the timing of execution of an FX Transaction varies according to local market dynamics, which may include regulatory requirements, market hours and liquidity in the foreign exchange market or other factors. Furthermore, the Bank and its affiliates may manage the associated risks of their position in the market in a manner they deem appropriate without regard to the impact of such activities on the Company, the Depositary, Holders or beneficial owners. The spread applied does not reflect any gains or losses that may be earned or incurred by the Bank and its affiliates as a result of risk management or other hedging related activity.

Notwithstanding the foregoing, to the extent the Company provides U.S. dollars to the Depositary, neither the Bank nor any of its affiliates will execute an FX Transaction as set forth herein. In such case, the Depositary will distribute the U.S. dollars received from the Company. Further details relating to the applicable foreign exchange rate, the applicable spread and the execution of FX Transactions will be provided by the Depositary on ADR.com. The Company, Holders and beneficial owners each acknowledge and agree that the terms applicable to FX Transactions disclosed from time to time on ADR.com will apply to any FX Transaction executed pursuant to the Deposit Agreement.

The right of the Depositary to charge and receive payment of fees, charges and expenses survives the termination of the Deposit Agreement, and shall extend for those fees, charges and expenses incurred prior to the effectiveness of any resignation or removal of the Depositary.

The Depositary anticipates reimbursing the Company for certain expenses incurred by the Company that are related to the establishment and maintenance of the ADR program upon such terms and conditions as the Company and the Depositary may agree from time to time. The Depositary may make available to the Company a set amount or a portion of the depositary fees charged in respect of the ADR program or otherwise upon such terms and conditions as the Company and the Depositary may agree from time to time. The Depositary may agree to reduce or waive certain fees, charges and expenses, including, without limitation, those described herein that would normally be charged on ADSs issued to or at the direction of, or otherwise held by, the Company and/or certain Holders and beneficial owners and holders and beneficial owners of shares of the Company.

H. TAXES

Holders must pay any tax or other governmental charge payable by the custodian or the Depositary on any ADS or ADR, Deposited Security or distribution. If any tax or other governmental charges (including any penalties and/or interest) shall become payable by or on behalf of the custodian or the Depositary with respect to any ADR, any Deposited Securities represented by the ADSs evidenced thereby or any distribution thereon, such tax or other governmental charge shall be paid by the Holder hereof to the Depositary and by holding, or having held, an ADR the Holder and all prior Holders thereof jointly and severally agree to indemnify, defend and save harmless each of the Depositary and its agents in respect thereof. The Depositary may also refuse to effect any registration, registration of transfer, split-up or combination of any ADR, or any withdrawal of Deposited Securities, until such payment is made.

If the Depositary determines that any distribution in property other than cash (including shares or rights) on Deposited Securities is subject to any tax that the Depositary or the custodian is obligated to withhold, the Depositary may dispose of all or a portion of such property in such amounts and in such manner as the Depositary deems necessary and practicable to pay such taxes, by public or private sale, and the Depositary shall distribute the net proceeds of any such sale or the balance of any such property after deduction of such taxes to the Holders entitled thereto.


			Exhibit 2.1 2023 - Novo Nordisk

Holders of any ADR or any interest therein, agree to indemnify the Company, the Depositary, the custodian and any of their respective directors, employees, agents and affiliates against, and hold each of them harmless from, any claims by any governmental authority with respect to taxes, additions to tax, penalties or interest arising out of any refund of taxes, reduced rate of withholding at source or other tax benefit obtained.

I. RECLASSIFICATIONS, RECAPITALIZATIONS AND MERGERS

In the event of changes affecting the Deposited Securities, including (i) any change in par value, split-up, consolidation, cancellation or other reclassification of Deposited Securities, (ii) any distributions of shares or other property not made to Holders or (iii) any recapitalization, reorganization, merger, consolidation, liquidation, receivership, bankruptcy or sale of all or substantially all the assets of the Company, then the Depositary may in its discretion:

•amend the form of ADR;

•distribute additional or amended ADRs;

•distribute cash, securities or other property received by it in connection with such actions;

•sell any securities or property received and distribute the proceed as cash; or

•choose to do none of the above.

If the depositary chooses not to take any of the above actions, any of the cash, securities or other property it receives will constitute a part of the Deposited Securities and each ADS will then represent a proportionate interest in such property.

J. AMENDMENT AND TERMINATION

The ADRs and the Deposit Agreement may be amended by the Company and the Depositary, provided that any amendment that imposes or increases any fees, charges or expenses (other than stock transfer or other taxes and other governmental charges, transfer or registration fees, the transaction fee per cancellation request (including any cancellation request made through SWIFT, facsimile transmission, or any other method of communication, applicable delivery expenses, or other such fees, charges or expenses,) or that shall otherwise prejudice any substantial existing right of Holders or beneficial owners, shall become effective thirty (30) days after notice of such amendment shall have been given to the Holders. If an ADR holder continues to hold an ADR or ADRs after being so notified, such ADR holder shall be deemed, by continuing to hold such ADR, to consent and agree to such amendment and to be bound by the Deposit Agreement as amended thereby. In no event shall any amendment impair the right of any ADR holder to surrender such ADR and receive the Deposited Securities represented thereby, except in order to comply with mandatory provisions of applicable law.

Any amendments or supplements which (i) are reasonably necessary (as agreed by the Company and the Depositary) in order for (a) the ADSs to be registered on Form F-6 under the Securities Act of 1933 or (b) the ADSs or shares to be traded solely in electronic book-entry form and (ii) do not in either such case impose or increase any fees or charges to be borne by Holders, shall be deemed not to prejudice any substantial rights of Holders. Notwithstanding the foregoing, if any governmental body or regulatory body should adopt new laws, rules or regulations which would require amendment or supplement of the Deposit Agreement or the form of ADR to ensure compliance therewith, we and the Depositary may amend or supplement the Deposit Agreement and the ADR at any time in accordance with such changed laws, rules or regulations. Such amendment or supplement to the Deposit Agreement in such circumstances may become effective before a notice of such amendment or supplement is given to Holders or within any other period of time as required for compliance.

Notice of any amendment to the Deposit Agreement or form of ADRs shall not need to describe in detail the specific amendments effectuated thereby, and failure to describe the specific amendments in any such notice shall not render such notice invalid, provided, however, that, in each such case, the notice given to the Holders identifies a means for Holders to retrieve or receive the text of such amendment (i.e., upon retrieval from the SEC's website or upon request from the Depositary).

The Depositary may, and shall at the Company’s written direction, terminate the Deposit Agreement and the ADRs by mailing notice of such termination to the Holders at least 30 days prior to the date fixed in such notice for such termination; provided, however, if the Depositary shall have (i) resigned as depositary under the Deposit Agreement, notice of such termination by the Depositary shall not be provided to Holders unless a successor depositary shall not be operating under the Deposit Agreement within 45 days of the date of such resignation, and (ii) been removed as depositary under the Deposit Agreement, notice of such termination by the Depositary shall not be provided to Holders unless a successor depositary shall not be operating under the Deposit Agreement on the 90th day after the Company’s notice of removal was first provided to the Depositary. Notwithstanding anything to the contrary herein, the Depositary may terminate the Deposit Agreement (a) without notice to the Company, but subject to giving 30 days' notice to the Holders, under the following circumstances: (w) in the event of the Company's bankruptcy or insolvency, (x) if the Shares cease to be listed on an internationally recognized stock exchange, (y) if the Company effects (or will effect) a redemption of all or substantially all of the Deposited Securities, or a cash or share distribution representing a return of all or substantially all of the value of the Deposited Securities, or (z) there occurs a merger, consolidation, sale of assets or other transaction as a result of which securities or other property are delivered in exchange for or in lieu of Deposited Securities, and (b) immediately without prior notice to the Company, any Holder or beneficial owner or any other person if required by any law, rule or regulation or any governmental authority or body, or the Depositary would be subject to liability under or pursuant to any law, rule or regulation, or by any governmental authority or body, in each case as determined by the Depositary in its reasonable discretion.

After the date so fixed for termination, the Depositary and its agents will perform no further acts under the Deposit Agreement or the ADRs, except to receive and hold (or sell) distributions on Deposited Securities and deliver Deposited Securities being withdrawn. As soon as practicable after the expiration of six months from the date so fixed for termination, the Depositary shall sell the Deposited Securities and shall thereafter (as long as it may lawfully do so) hold in a segregated account the net proceeds of such sales, together with any other cash then held by it under the Deposit Agreement, without liability for interest, in trust for


			Exhibit 2.1 2023 - Novo Nordisk

the pro rata benefit of the Holders not theretofore surrendered. After making such sales, the Depositary shall be discharged from all obligations in respect of the Deposit Agreement and the ADRs, except to account for such net proceeds and other cash.

K. LIMITATIONS ON OBLIGATIONS AND LIABILITY

Prior to the issue, registration, registration of transfer, split-up, combination, or cancellation of any ADR, the delivery of any distribution in respect thereof, or the withdrawal of any Deposited Securities, and from time to time in the case of the production of proofs as described below, the Company, the Depositary or the custodian may require:

•payment with respect thereto of (i) any stock transfer or other tax or other governmental charge, (ii) any stock transfer or registration fees in effect for the registration of transfers of shares or other Deposited Securities upon any applicable register and (iii) any applicable fees and expenses described in the Deposit Agreement;

•the production of proof satisfactory to it of (i) the identity of any signatory and genuineness of any signature and (ii) such other information, including without limitation, information as to citizenship, residence, exchange control approval, beneficial ownership of any securities, compliance with applicable law, regulations, provisions of or governing Deposited Securities and terms of the Deposit Agreement and the ADRs, as it may deem necessary or proper; and

•compliance with such regulations as the Depositary may establish consistent with the Deposit Agreement.

The issuance of ADRs, the acceptance of deposits of shares, the registration, registration of transfer, split-up or combination of ADRs or the withdrawal of Deposited Securities may be suspended, generally or in particular instances, when the ADR register or any register for Deposited Securities is closed or when any such action is deemed advisable by the Depositary.

The Deposit Agreement expressly limits the obligations and liability of the Depositary, the Company and their respective agents, provided, however, that no disclaimer of liability under the Securities Act of 1933 is intended by any of the limitations of liabilities provisions of the Deposit Agreement. The Deposit Agreement provides that the Depositary, the Company and each of their respective directors, officers, employees, agents and affiliates will:

•incur or assume no liability (including, without limitation, to Holders or beneficial owners) (A) if any present or future law, rule, regulation, fiat, order or decree of Denmark, the United States or any other country or jurisdiction, or of any governmental or regulatory authority or any securities exchange or market or automated quotation system, the provisions of or governing any Deposited Securities, any present or future provision of the Company’s Articles of Association, any act of God, war, terrorism, epidemic, pandemic, nationalization, expropriation, currency restrictions, extraordinary market conditions, work stoppage, strike, civil unrest, revolutions, rebellions, explosions, cyber, ransomware or malware attack, computer failure or circumstance beyond the Company’s, the Depositary's or their respective agents' direct and immediate control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the Deposit Agreement or the ADRs provide shall be done or performed by the Company, the Depositary or their respective agents (including, without limitation, voting), or (B) by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or things which by the terms of the Deposit Agreement it is provided shall or may be done or performed or any exercise or failure to exercise any discretion given it in the Deposit Agreement or the ADRs (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable);

•incur or assume no liability (including, without limitation, to Holders or beneficial owners) except to perform its obligations to the extent they are specifically set forth in the Deposit Agreement and the ADRs without gross negligence or willful misconduct and the Depositary shall not be a fiduciary or have any fiduciary duty to Holders or beneficial owners;

•in the case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities, the ADSs or the ADRs;

•In the case of the Company and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities, the ADSs or the ADRs, which in the Company’s or its agent’s opinion, as the case may be, may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; and

•not be liable (including, without limitation, to Holders or beneficial owners) for any action or inaction by it in reliance upon the advice of or information from any legal counsel, any accountants, any person presenting shares for deposit, any Holder, or any other person believed by it to be competent to give such advice or information and/or, in the case of the Depositary, the Company.

Furthermore, the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, the insolvency of any custodian that is not a branch or affiliate of the Depositary. Notwithstanding anything to the contrary contained in the Deposit Agreement or any ADRs, the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the custodian except to the extent that any Holder has incurred liability directly as a result of the custodian having (i) committed fraud or willful misconduct in the provision of custodial services to the Depositary or (ii) failed to use reasonable care in the provision of custodial services to the Depositary as determined in accordance with the standards prevailing in the jurisdiction in which the custodian is located. The Depositary shall not be liable for the acts or omissions made by, or the insolvency of, any securities depository, clearing agency or settlement system. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction, instruction or document believed by them to be genuine and to have been signed, presented or given by the proper party or parties. The Depositary shall be under no obligation to inform Holders or beneficial owners about the requirements of the laws, rules or regulations or any changes therein or thereto of Denmark, the United States or any other country or jurisdiction or of any governmental or regulatory authority or any securities exchange or market or automated quotation system.Neither the Depositary nor its agents will be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which voting instructions are given or deemed to be given, including instructions to give a discretionary proxy to a person designated by the Company, for the manner in which any vote is cast, including, without limitation, any vote cast by a


			Exhibit 2.1 2023 - Novo Nordisk

person to whom the Depositary is instructed to grant a discretionary proxy or deemed to have been instructed to grant a discretionary proxy or for the effect of any such vote. The Depositary shall endeavor to effect any sale of securities or other property and any conversion of currency, securities or other property, in accordance with the Depositary's normal practices and procedures under the circumstances applicable to such sale or conversion, but shall have no liability (in the absence of its own willful default or gross negligence or that of its agents, officers, directors or employees) with respect to the terms of any such sale or conversion, including the price at which such sale or conversion is effected, or if such sale or conversion shall not be practicable, or shall not be believed, deemed or determined to be practicable by the Depositary. Specifically, the Depositary shall not have any liability for the price received in connection with any public or private sale of securities (including, without limitation, for any sale made at a nominal price), the timing thereof or any delay in action or omission to act nor shall it be responsible for any error or delay in action, omission to act, default or negligence on the part of the party so retained in connection with any such sale or proposed sale.

The Depositary shall not incur any liability in connection with or arising from any failure, inability or refusal by the Company or any other party, including any share registrar, transfer agent or other agent appointed by the Company, the Depositary or any other party, to process any transfer, delivery or distribution of cash, shares, other securities or other property, including without limitation upon the termination of the Deposit Agreement, or otherwise to comply with any provisions of the Deposit Agreement that are applicable to it.

The Depositary may rely upon instructions from the Company or its counsel in respect of any approval or license required for any currency conversion, transfer or distribution. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. Notwithstanding anything to the contrary set forth in the Deposit Agreement or any ADR, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Holder or any ADRs to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators.

None of the Depositary, the custodian or the Company, or any of their respective directors, officers, employees, agents or affiliates shall be liable for the failure by any Holder or beneficial owner to obtain the benefits of credits or refunds of non-U.S. tax paid against such Holder’s or beneficial owner’s income tax liability. The Depositary is under no obligation to provide the Holders and beneficial owners, or any of them, with any information about the tax status of the Company. None of the Depositary, the custodian or the Company, or any of their respective directors, officers, employees, agents and affiliates, shall incur any liability for any tax or tax consequences that may be incurred by Holders or beneficial owners on account of their ownership of the ADRs or ADSs.

The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the creditworthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company.

Notwithstanding anything herein or in the Deposit Agreement to the contrary, the Depositary and the custodian(s) may use third-party delivery services and providers of information regarding matters such as, but not limited to, pricing, proxy voting, corporate actions, class action litigation and other services in connection herewith and the Deposit Agreement, and use local agents to provide services such as, but not limited to, attendance at any meetings of security holders of issuers. Although the Depositary and the custodian will use reasonable care (and cause their agents to use reasonable care) in the selection and retention of such third-party providers and local agents, they will not be responsible for any errors or omissions made by them in providing the relevant information or services.

The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary.

Notwithstanding any other provision of the Deposit Agreement or the ADR to the contrary, neither the Company nor the Depositary, nor any of their agents, shall be liable to the other for any indirect, special, punitive or consequential damages (collectively "Special Damages") except (i) to the extent such Special Damages arise from the gross negligence or willful misconduct of the party from whom indemnification is sought or (ii) to the extent Special Damages arise from or out of a claim brought by a third party (including, without limitation, Holders) against the Depositary or its agents, except to the extent such Special Damages arise out of the gross negligence or willful misconduct of the party seeking indemnification.

No provision of the Deposit Agreement or the ADR is intended to constitute a waiver or limitation of any rights which Holders or beneficial owners may have under the Securities Act of 1933 or the Securities Exchange Act of 1934, to the extent applicable.

I. DISCLOSURE OF INTEREST IN ADSs

To the extent that the provisions of or governing any Deposited Securities may require disclosure of or impose limits on beneficial or other ownership of Deposited Securities, other shares and other securities and may provide for blocking transfer, voting or other rights to enforce such disclosure or limits, Holders and all persons holding ADRs agree to comply with all such disclosure requirements and ownership limitations and to comply with any reasonable instructions the Company may provide in respect thereof. The Company reserves the right to instruct Holders to deliver their ADSs for cancellation and withdrawal of the Deposited Securities so as to permit the Company to deal with the Holder directly as a holder of shares and Holders agree to comply with such instructions. The Depositary agrees to cooperate with the Company in its efforts to inform Holders of the Company's exercise of its rights under this paragraph and agrees to consult with, and provide reasonable assistance without risk, liability or expense on the part of the Depositary, to the Company on the manner or manners in which it may enforce such rights with respect to any Holder. The Company may from time to time request Holders or beneficial owners of an interest in ADRs to provide information as to the capacity in which such Holders own or owned ADRs and regarding the identity of any other persons then or previously having a beneficial interest in such ADRs and the nature of such interest and various other matters. Each Holder agrees to provide any information requested by the Company or the Depositary pursuant to the Deposit Agreement.


			Exhibit 2.1 2023 - Novo Nordisk

M. BOOKS OF DEPOSITARY

The Depositary or its agent will keep a register for the registration, registration of transfer, combination and split-up of ADRs, which register shall include the Depositary’s direct registration system. Registered holders of ADRs may inspect such records at the Depositary’s office at all reasonable times, but solely for the purpose of communicating with Holders in the interest of the Company or a matter relating to the Deposit Agreement.

The Depositary will maintain facilities for the delivery and receipt of ADRs.

N. APPOINTMENT

Each Holder and each beneficial owner, upon acceptance of any ADSs or ADRs (or any interest in any of them) issued in accordance with the terms and conditions of the Deposit Agreement shall be deemed for all purposes to

•be a party to and bound by the terms of the Deposit Agreement and the applicable ADR(s),

•appoint the Depositary its attorney-in-fact, with full power to delegate, to act on its behalf and to take any and all actions contemplated in the Deposit Agreement and the applicable ADR(s), to adopt any and all procedures necessary to comply with applicable law and to take such action as the Depositary in its sole discretion may deem necessary or appropriate to carry out the purposes of the Deposit Agreement and the applicable ADR(s), the taking of such actions to be the conclusive determinant of the necessity and appropriateness thereof, and

•acknowledge and agree that (i) nothing in the Deposit Agreement or any ADR shall give rise to a partnership or joint venture among the parties thereto, nor establish a fiduciary or similar relationship among such parties, (ii) the Depositary, its divisions, branches and affiliates, and their respective agents, may from time to time be in the possession of non-public information about the Company, Holders, beneficial owners and/or their respective affiliates, (iii) the Depositary and its divisions, branches and affiliates may at any time have multiple banking relationships with the Company, Holders, beneficial owners and/or the affiliates of any of them, (iv) the Depositary and its divisions, branches and affiliates may, from time to time, be engaged in transactions in which parties adverse to the Company or the Holders or beneficial owners and/or their respective affiliates may have interests, (v) nothing contained in the Deposit Agreement or any ADR(s) shall (A) preclude the Depositary or any of its divisions, branches or affiliates from engaging in any such transactions or establishing or maintaining any such relationships, or (B) obligate the Depositary or any of its divisions, branches or affiliates to disclose any such transactions or relationships or to account for any profit made or payment received in any such transactions or relationships, (vi) the Depositary shall not be deemed to have knowledge of any information held by any branch, division or affiliate of the Depositary and (vii) notice to a Holder shall be deemed, for all purposes of the Deposit Agreement and this ADR, to constitute notice to any and all beneficial owners of the ADSs evidenced by such Holder's ADRs.

For all purposes under the Deposit Agreement and this ADR, the Holder hereof shall be deemed to have all requisite authority to act on behalf of any and all beneficial owners of the ADSs evidenced by this ADR.

O. GOVERNING LAW

The Deposit Agreement and this ADR shall be governed by and construed in accordance with the laws of the State of New York.

By holding an ADR or ADS or an interest therein, Holders and beneficial owners each irrevocably agree that any legal suit, action or proceeding against or involving Holders or beneficial owners brought by the Company or the Depositary, arising out of or based upon the Deposit Agreement, the ADSs, the ADRs or the transactions contemplated therein, may only be instituted in a state or federal court in New York, New York, and by holding or owning an ADR or ADS or an interest therein each irrevocably waives any objection that or owning an ADR or it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding.

By holding or owning an ADR or ADS or an interest therein, Holders and beneficial owners each also irrevocably agree that any legal suit, action or proceeding against or involving the Depositary and/or the Company brought by Holders or beneficial owners, arising out of or based upon the Deposit Agreement, the ADSs, the ADRs or the transactions contemplated therein, including, without limitation, claims under the Securities Act of 1933, may be instituted only in the United States District Court for the Southern District of New York (or in the state courts of New York County in New York if either (i) the United States District Court for the Southern District of New York lacks subject matter jurisdiction over a particular dispute or (ii) the designation of the United States District Court for the Southern District of New York as the exclusive forum for any particular dispute is, or becomes, invalid, illegal or unenforceable).

P. JURY TRIAL WAIVER

EACH PARTY TO THE DEPOSIT AGREEMENT (INCLUDING, FOR THE AVOIDANCE OF DOUBT, EACH HOLDER AND BENEFICIAL OWNER OF, AND/OR HOLDER OF INTERESTS IN ADSS OR ADRS) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING AGAINST THE DEPOSITARY AND/OR THE COMPANY DIRECTLY OR INDIRECTLY ARISING OUT OF, BASED ON OR RELATING IN ANY WAY TO THE SHARES OR OTHER DEPOSITED SECURITIES, THE ADSS OR THE ADRS, THE DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED THEREIN, OR THE BREACH THEREOF (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR ANY OTHER THEORY), INCLUDING, WITHOUT LIMITATION, ANY SUIT, ACTION, CLAIM OR PROCEEDING UNDER THE UNITED STATES FEDERAL SECURITIES LAWS. No provision of this Deposit Agreement or any ADR is intended to constitute a waiver or limitation of any rights that a Holder or any beneficial owner may have under the Securities Act of 1933 or the Securities Exchange Act of 1934, to the extent applicable.


			Exhibit 2.1 2023 - Novo Nordisk

EX-2.2 3 exhibit22descriptionofther.htm EX-2.2 Document

Exhibit 2.2

Description of the rights of B shares registered under Section 12 of the Securities Exchange Act of 1934

A. OFFER AND LISTING DETAILS

Novo Nordisk A/S (the “Company”) is a limited liability company organized under the laws of Denmark and registered with the Danish Business Authority under CVR number 24256790.

The Company’s B shares are listed in Denmark on Nasdaq Copenhagen, and traded under the symbol "NOVO-B" and on the New York Stock Exchange (NYSE) as American Depository Receipts ("ADRs"), traded under the symbol "NVO". Each of the Company’s A shares and B shares has been fully paid up and is registered, in the case of the A shares, on the Company's Register of Shareholders and, in the case of the B shares, by VP Securities, a central securities depositary in Denmark.

The A shares and the B shares have the rights, preferences and restrictions described below in “Memorandum and Articles of Association.”

Novo Nordisk conducted a stock split whereby the trading unit of the Novo Nordisk B shares listed on NASDAQ Copenhagen was changed from DKK 0.20 to DKK 0.10 as of September 13, 2023. The American Depositary Receipts (ADRs) listed on the New York Stock Exchange (NYSE) were similarly split as of September 20, 2023 to ensure that the ratio of B shares to ADRs remains 1:1.

B. MEMORANDUM AND ARTICLES OF ASSOCIATION

General

The Company’s objectives are to carry out research and development and to manufacture and commercialize pharmaceutical, medical and technical products and services as well as any other activity related thereto as determined by its Board of Directors. The Company strives to conduct its activities in a financially, environmentally and socially responsible way. The Company's objectives are set out in Article 2 of its Articles of Association.

Powers of the Board of Directors

The remuneration of the Board of Directors must be approved by the Company’s shareholders at the Annual General Meeting.

Rights, restrictions and preferences attaching to the shares


			Exhibit 2.2 2023 - Novo Nordisk

Each A share of DKK 0.10 carries 100 votes and each B share of DKK 0.10 carries 10 votes at General Meetings. A shares are non-negotiable instruments whereas B shares are negotiable instruments.

Changes in shareholders’ rights

General Meetings

The Company’s General Meetings shall be held at a venue in the Capital Region of Denmark. Provided that certain conditions are met, as described in the Articles of Association and in the Danish companies act, the Board of Directors is authorized to resolve, when it considers it appropriate, that the General Meeting is held as a partially electronic or a fully electronic General Meeting. The Annual General Meeting shall be held before the end of April in every year. Extraordinary General Meetings shall be held as resolved by the General Meeting or the Board of Directors, or upon the request of the auditors or shareholders representing in total at least 5% of the share capital. The Extraordinary General Meeting shall then be called not later than two weeks after receipt of such request.

General Meetings shall be called by the Board of Directors not earlier than five weeks and not later than three weeks prior to the General Meeting. The notice calling such General Meeting, stating the agenda for the meeting, shall be published on the Company’s website: novonordisk.com (the contents of this website are not incorporated by reference into this Form 20-F). The notice convening the meeting shall also be forwarded in writing (by mail or email at the Company's choice) to all shareholders entered in the Register of Owners who have so requested.

Ownership restrictions

Other than the Danish rules on screening of certain foreign direct investments ("FDI") etc. in Denmark (the “Danish FDI Rules”) and applicable international trade and financial sanctions as outlined below, there are no limitations on the right to hold or vote the B shares or the ADRs imposed by the laws of Denmark, the Articles of Association of the Company or any other of its constituent documents.

Under the Danish FDI Rules, a screening mechanism applies to foreign direct investments in certain sensitive sectors, if the foreign investor obtains at least 10% ownership or voting rights, or equivalent control by other means. Among such sensitive sectors are companies and entities within critical infrastructure in Denmark that are necessary to maintain or restore the production, registration, distribution and monitoring of prescription drugs. If a contemplated foreign direct investment in Novo Nordisk A/S is considered to fall within the scope of the mandatory screening mechanism, the foreign investor is required to apply for prior authorization with the Danish Business Authority. If a foreign investor fails to comply with the Danish FDI Rules, the Danish Business Authority may impose restrictions, inter alia, ordering a reversal of the investment or suspending the foreign investor‘s voting rights. FDI filings, notifications or approvals may under certain circumstances also be required in non-Danish jurisdictions.

International trade and financial sanctions are continually evolving. If applicable, such international trade and financial sanctions may under certain circumstances prevent the possibility of export and import of capital, and affect the remittance of dividends, interest and other payments to the non-resident holders of the B shares or the ADRs. In addition, the international trade and financial sanctions may also restrict the rights to acquire, transfer, hold or vote the B shares and ADRs. Failure to comply with international trade and financial sanctions can lead to criminal and civil liability.


			Exhibit 2.2 2023 - Novo Nordisk

Change of control

Ownership disclosure

Changes in capital

The Company’s Articles of Association do not contain conditions governing changes in the capital more stringent than those contained in the Danish Companies Act.


			Exhibit 2.2 2023 - Novo Nordisk

EX-12.1 4 exhibit121certificationlfj.htm EX-12.1 Document

Exhibit 12.1

CERTIFICATION ON THE EFFECTIVENESS OF DISCLOSURE CONTROLS AND PROCEDURES IN FORM 20-F FOR 2023

I, Lars Fruergaard Jørgensen, certify that:

1.I have reviewed this annual report on Form 20-F of Novo Nordisk A/S;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4.The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5.The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: January 31, 2024


/s/ Lars Fruergaard Jørgensen
Lars Fruergaard Jørgensen President and chief executive officer

Novo Nordisk A/S Novo Allé Telephone: Internet:

2880 Bagsværd +45 4444 8888 www.novonordisk.com

Denmark CVR Number:

24 25 67 90

EX-12.2 5 exhibit122certificationkmk.htm EX-12.2 Document

Exhibit 12.2

CERTIFICATION ON THE EFFECTIVENESS OF DISCLOSURE CONTROLS AND PROCEDURES IN FORM 20-F FOR 2023

I, Karsten Munk Knudsen, certify that:

1.I have reviewed this annual report on Form 20-F of Novo Nordisk A/S;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: January 31, 2024


/s/ Karsten Munk Knudsen
Karsten Munk Knudsen Executive vice president and chief financial officer

Novo Nordisk A/S Novo Allé Telephone: Internet:

2880 Bagsværd +45 4444 8888 www.novonordisk.com

Denmark CVR Number:

24 25 67 90

EX-13.1 6 exhibit131906certification.htm EX-13.1 Document

Exhibit 13.1

CERTIFICATION OF LARS FRUERGAARD JØRGENSEN, CHIEF EXECUTIVE OFFICER OF NOVO NORDISK A/S, AND KARSTEN MUNK KNUDSEN, CHIEF FINANCIAL OFFICER OF NOVO NORDISK A/S, PURSUANT TO SECTION 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Novo Nordisk A/S (the "Company") on Form 20-F for the period ending December 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned hereby certify that to the best of our knowledge:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: January 31, 2024


/s/ Lars Fruergaard Jørgensen						/s/ Karsten Munk Knudsen
Lars Fruergaard Jørgensen President and chief executive officer						Karsten Munk Knudsen Executive vice president and chief financial officer

Novo Nordisk A/S Novo Allé Telephone: Internet:

2880 Bagsværd +45 4444 8888 www.novonordisk.com

Denmark CVR Number:

24 25 67 90

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

FORM 6-K

________________________

REPORT OF FOREIGN PRIVATE ISSUER

Pursuant to rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

January 31, 2024

_________________________

NOVO NORDISK A/S

(Exact name of Registrant as specified in its charter)

_________________________

Novo Allé

DK-2880 Bagsværd

Denmark

(Adress of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F

Form 20-F x Form 40-F o

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o No x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g-32(b):82-_______


			Novo Nordisk Annual Report 2023			Introducing Novo Nordisk Strategic Aspirations Risks Management Consolidated statements Additional information			2

Management
review

Consolidated statements and additional information

Introducing Novo Nordisk

Letter from the Chair and the CEO

Novo Nordisk at a glance

Our value creation

Performance highlights

Strategic Aspirations

Purpose and sustainability

Innovation and therapeutic focus

Commercial execution

Financials

Risks

Risk management

Key operational risks

Management

Board of Directors

Executive Management

100

101

102

104

Consolidated financial statements

Income statement and Statement

of comprehensive income

Cash flow statement

Balance sheet

Equity statement

Notes to the consolidated

financial statements

Consolidated ESG statement

Statement of ESG performance

Notes to the consolidated

ESG statement

Statements and Auditor’s Reports

Statement by the Board of Directors

and Executive Management

Independent Auditor’s Report

Independent Assurance Report

on the ESG statement

Additional information

More information

Product overview

ESG initiatives

Sustainability frameworks and performance


			Novo Nordisk Annual Report 2023			Introducing Novo Nordisk Strategic Aspirations Risks Management Consolidated statements Additional information			3


			Novo Nordisk Annual Report 2023			Introducing Novo Nordisk Strategic Aspirations Risks Management Consolidated statements Additional information			4

LETTER FROM THE CHAIR AND THE CEO

An extraordinary year of
innovation, growth and impact

It is a rare privilege for
any company to reach its centenary; and even more so to arrive at this milestone in a position of strength.
As we reflect on 100 years
of driving change to defeat serious chronic diseases, we nevertheless acknowledge that what got us here will not be enough to take us where we want to go.

The choices we make at this pivotal moment for our company are key to shaping our long-term vision – one that extends beyond strengthening leadership positions in our core therapy areas to becoming a driving force for improving human health worldwide.

As our business continues to grow, so does our role in society. The global burden of serious chronic diseases casts a long shadow, and demands innovative, disruptive solutions that are as sustainable as they are impactful. Our core contribution to this fight remains our industry-leading therapeutic innovations, which benefited more than 40 million people living with serious chronic diseases in 2023. Yet we are also increasingly focused on prevention as we seek to understand and address the root causes of the diseases we treat.

The unmet needs in type 2 diabetes and obesity are growing by the

day, and the rising prevalence of these closely related threats to global health has created surging demand for our GLP-1-based therapies. This has enabled us to reach more patients than at any point in our 100-year history, contributing to strong sales growth across North America and International Operations. However, it has also increased pressure on our supply chain, resulting in periodic constraints across our portfolio as we strive to keep pace with demand.

We have responded by investing heavily in expanding our production capacity with the aim of serving millions more patients worldwide. In 2023 alone, we announced investments totalling more than DKK 75


			Novo Nordisk Annual Report 2023			Introducing Novo Nordisk Strategic Aspirations Risks Management Consolidated statements Additional information			5

billion in the expansion of our production sites across the globe. With construction now underway on these projects, we strive to operate our existing facilities 24 hours a day, seven days a week, as we produce more of our life-changing medicines than ever before.

Our response to supply challenges does not stop there. We are also changing the way we launch and distribute our products, making sure we do this in a responsible manner with a clear focus on safeguarding access to appropriate treatment options for our existing patients. Recent examples of this refined approach include the launches of Wegovy® in the UK and Germany, where we are collaborating with health authorities to ensure that some of those in greatest need of medical intervention can access our flagship obesity therapy.

Improving health equity remains a cornerstone of our commitment to patients, and we are working hard to enhance access to care worldwide. Our new production partnership with manufacturer Aspen Pharmaceuticals in South Africa will significantly increase the supply

of affordable insulin to the African continent, while long-established initiatives, including Changing Diabetes® in Children and our Access

to Insulin Commitment, continue to support vulnerable patients in low- and middle-income countries. In the US, a growing number of people living with serious chronic diseases have been able to access

our expanded range of affordability offerings, which include unbranded biologics, low-cost human insulin and our Patient Assistance Program.

Despite these efforts, the burden of chronic diseases on healthcare systems is only set to grow, pushing us to break new ground in our pursuit of innovative treatments. To this end, we are building a pipeline of considerable breadth and depth, powered by the interplay between our world-class in-house R&D capabilities and an increasing focus on external innovation and business development. Our distinct ownership structure, with the Novo Nordisk Foundation retaining the majority vote, gives us the security we need to take a long-term perspective on our investments and strategies.

The past year has seen us make significant progress on our pipeline. The SELECT trial showed that semaglutide 2.4 mg reduces the risk of major adverse cardiovascular events by 20% in people with obesity compared to placebo, prompting us to seek label updates for Wegovy®, while the FLOW kidney outcomes trial for semaglutide closed early following a positive analysis of interim data. Novel combination therapy CagriSema entered phase 3 development in both type 2 diabetes and obesity, and insulin icodec, potentially the world’s first once-weekly basal insulin, is pending regulatory approval. We have also expanded our footprint in cardiovascular disease with the acquisition of ocedurenone for uncontrolled hypertension, and bolstered our late-stage pipeline in rare blood disorders with phase 3 trials of Mim8

in haemophilia and etavopivat in sickle cell disease.

Furthermore, we continue to reap the rewards of recent partnerships and investments in novel technology platforms, with our first-ever RNA interference-derived therapy, Rivfloza™, now approved in the US. The recent expansion of our R&D presence in the Greater Boston area – a world-renowned life sciences cluster – will potentially open the door to even more collaboration opportunities as we seek to accelerate our drug discovery and development efforts.

Nevertheless, we understand that it will take more than medicine to transition from a disease-focused company to one that prioritises broader human health to the benefit of society at large. Leveraging a decade’s worth of insights from our pioneering Cities Changing Diabetes programme, we are enhancing our prevention efforts, expanding our partnership with UNICEF to address childhood obesity, and establishing a Transformational Prevention Unit to deliver scalable, preventive solutions to the obesity pandemic.

Innovation plays an equally important role in our ambition to reach net zero emissions across our entire value chain by 2045 – particularly with our manufacturing output at an all-time high. Having already switched our production sites to sourcing 100% renewable power, we are now supporting a similar transition among our 60,000-plus network of

suppliers, with the aim of significantly cutting carbon emissions across our supply chain.

The resilience and dedication of our growing global workforce

have been instrumental in scaling our operations in the face of unprecedented demand. As we onboard more colleagues than ever before, we are focusing on making Novo Nordisk a more diverse

and inclusive place to work, nurturing a culture built on openness, accountability and respect. Above all, we remain a purpose-driven company, guided by a clear ambition to drive change to defeat serious chronic diseases, building on our heritage in diabetes. Our position today in the vanguard of progressive global businesses is a testament to the strength and longevity of that purpose – and to the drive and motivation it provides for our people all over the world.

We would like to extend our gratitude to all colleagues for their unwavering commitment and invaluable contributions during a particularly demanding year, and to our shareholders for their continued support of our company.

Helge Lund Lars Fruergaard Jørgensen

Chair of the Board President and CEO

of Directors


			Novo Nordisk Annual Report 2023			Introducing Novo Nordisk Strategic Aspirations Risks Management Consolidated statements Additional information			6

Novo Nordisk
at a glance

Our purpose and strategy

Our business is built around the Novo Nordisk Way, our commitment to be a sustainable business and our clear patient-centric purpose: driving change to defeat serious chronic diseases. Our key contribution is to discover and develop innovative medicines and make them accessible to patients throughout the world. We will strengthen our leadership in diabetes and obesity, secure a leading position within rare disease and establish ourselves in cardiovascular disease (CVD). We also aim to build a presence in emerging therapy areas, such as metabolic dysfunction-associated steatohepatitis (MASH), chronic kidney disease (CKD) and Alzheimer’s disease (AD), and to move toward disease-modifying and curative therapies.

Novo Nordisk is a leading global healthcare company,
founded in 1923 and headquartered in Denmark.

41.6

million people living with
diabetes and obesity reached

232,261

102,574

68,326

DKK million
in net sales

DKK million
in operating profit

DKK million
in free cash flow

in net sales

64,319

employees
worldwide

countries with
affiliates

countries with
R&D facilities

1. Other Serious Chronic Disease (OSCD) has been renamed to Cardiovascular & Emerging Therapy Areas (CETA) to reflect that cardiovascular disease has
been the main strategic priority within OSCD.


			Novo Nordisk Annual Report 2023			Introducing Novo Nordisk Strategic Aspirations Risks Management Consolidated statements Additional information			7

Our value creation

We strive to be a sustainable company, creating value for society and for our future endeavours. We do business in a financially,

environmentally and socially responsible manner and we do this the Novo Nordisk Way. By succeeding, we will create long-term

value for people with chronic diseases, employees, partners, shareholders and society.


			Novo Nordisk Annual Report 2023			Introducing Novo Nordisk Strategic Aspirations Risks Management Consolidated statements Additional information			8

PERFORMANCE HIGHLIGHTS

Our strategy execution progress

Strategic Aspirations 2025

Progress

Purpose and
sustainability

Progress towards zero environmental impact

•Carbon emissions from operations and transportation decreased by 34% compared to 2019 (decreased by 8% compared to 2022)

Being respected for adding value to society

•Medical treatment provided to 40.5 million people living with diabetes

•Reached more than 52,000 children in Changing Diabetes® in Children programme

•Human insulin with more flexible storage without refrigeration now approved in 29 countries

•Partnership with Aspen to produce human insulin for people living with diabetes in Africa

Being recognised as a sustainable employer

•Share of women in senior leadership positions has increased to 41% from 39% in 2022

Innovation and
therapeutic focus

Further raise the innovation-bar for diabetes treatment

•Regulatory submission of once-weekly insulin icodec in the EU, the US and China

•Successful completion of phase 3 trial with higher doses of oral semaglutide

•Initiation of phase 3a trial with CagriSema in type 2 diabetes

•FLOW kidney outcomes trial stopped based on interim analysis due to efficacy

•Successful completion of phase 3 trial with IcoSema

Develop a leading portfolio of superior treatment solutions for obesity

•Successful completion of phase 3 trial with 50 mg of oral semaglutide

•Successful completion of SELECT cardiovascular outcomes trial

•Successful completion of STEP HFpEF phase 3 trials

•Acquisition of Inversago Pharma and phase 2 trial initiated with INV-202 and phase 1 trial initiated with INV-347

•Successful completion of phase 1 trial with oral amycretin

Strengthen and progress the Rare Disease pipeline

•Somapacitan approved in the US, EU and Japan for the treatment of growth hormone deficiency in children

Establish presence in Cardiovascular & Emerging Therapy Areas focusing on CVD, MASH and CKD

•Phase 1 trials initiated with cell therapy treatment in heart failure and Parkinson’s disease

•Acquisition of ocedurenone for the treatment of hypertension

•Phase 1 trial initiated with ANGPTL3i mAb

•Phase 1 trial initiated with VAP-1i in MASH

Commercial
execution

Strengthen diabetes leadership – aim at global value market share of more than 1/3

•Diabetes value market share increased by 1.9 percentage points to 33.8% (MAT)

More than DKK 25 billion in Obesity sales by 2025

•Obesity care sales increased by 154% (CER) to DKK 41.6 billion

Secure a sustained growth outlook for Rare Disease

•Rare disease sales decreased by 15% (CER) to DKK 17.2 billion

Financials

Deliver solid sales and operating profit growth

•Sales growth of 36% (CER)

•Operating profit growth of 44% (CER)

Drive operational efficiencies across the value chain to enable investments in future growth assets

•Operational leverage reflecting sales growth

Deliver free cash flow to enable attractive capital allocation to shareholders

•Free cash flow of DKK 68.3 billion

•DKK 61.7 billion returned to shareholders


			Novo Nordisk Annual Report 2023			Introducing Novo Nordisk Strategic Aspirations Risks Management Consolidated statements Additional information			9

PERFORMANCE HIGHLIGHTS

Financial highlights


DKK million	2019		2020		2021		2022		2023		2022-23
Financial performance											Change
Net sales	122,021		126,946		140,800		176,954		232,261		31	%
Sales growth as reported	9.1	%	4.0	%	10.9	%	25.7	%	31.3	%
Sales growth in constant exchange rates1	5.6	%	6.7	%	13.8	%	16.4	%	35.6	%
Operating profit	52,483		54,126		58,644		74,809		102,574		37	%
Operating profit growth as reported	11.1	%	3.1	%	8.3	%	27.6	%	37.1	%
Operating profit growth in constant exchange rates1	5.6	%	6.8	%	12.7	%	14.6	%	43.7	%
Depreciation, amortisation and impairment losses	5,661		5,753		6,025		7,362		9,413		28	%
EBITDA1,2,3	58,144		59,879		64,669		82,171		111,987		36	%
Net financials	(3,930)		(996)		436		(5,747)		2,100
Profit before income taxes	48,553		53,130		59,080		69,062		104,674		52	%
Effective tax rate3	19.8	%	20.7	%	19.2	%	19.6	%	20.1	%
Net profit	38,951		42,138		47,757		55,525		83,683		51	%
Purchase of property, plant and equipment3	8,932		5,825		6,335		12,146		25,806		112	%
Purchase of intangible assets3	2,299		16,256		1,050		2,607		13,090		402	%
Cash used for acquisition of businesses	—		—		18,283		7,075		—
Free cash flow1	34,451		28,565		29,319		57,362		68,326		19	%
Total assets	125,612		144,922		194,508		241,257		314,486		30	%
Equity	57,593		63,325		70,746		83,486		106,561		28	%


DKK million	2019		2020		2021		2022		2023		2022-23
Financial ratios											Change
Gross margin3	83.5	%	83.5	%	83.2	%	83.9	%	84.6	%
Sales and distribution costs in percentage of sales	26.1	%	25.9	%	26.3	%	26.1	%	24.4	%
Research and development costs in percentage of sales	11.7	%	12.2	%	12.6	%	13.6	%	14.0	%
Operating margin3	43.0	%	42.6	%	41.7	%	42.3	%	44.2	%
Net profit margin3	31.9	%	33.2	%	33.9	%	31.4	%	36.0	%
Cash to earnings1	88.4	%	67.8	%	61.4	%	103.3	%	81.6	%
Return on invested capital1	98.0	%	82.8	%	69.0	%	73.6	%	88.5	%
Share performance and capital allocation
Basic earnings per share/ADR in DKK3,5	8.21		9.03		10.40		12.26		18.67		52	%
Diluted earnings per share/ADR in DKK3,5	8.19		9.01		10.37		12.22		18.62		52	%
Total number of shares (million), end of year3,5	4,800		4,700		4,620		4,560		4,510		(1	%)
Dividend per share in DKK3,4,5	4.18		4.55		5.20		6.20		9.40		52	%
Total dividend (DKK million)4	19,651		21,066		23,711		27,950		41,987		50	%
Dividend payout ratio3,5	50.5	%	50.0	%	49.6	%	50.3	%	50.2	%
Share repurchases (DKK million)	15,334		16,855		19,447		24,086		29,924		24	%
Closing share price (DKK) 3,5	194		214		368		469		698		49	%

1. See Non-IFRS financial measures. 2. EBITDA is defined as ’net profit’, adjusted for 'income taxes', 'financial items', 'depreciation and amortisation' and 'impairment losses'. 3. See Financial definitions. 4. Total dividend for the year including interim dividend of DKK 3.00 per share, corresponding to DKK 13,430 million, which was paid in August 2023. The remaining DKK 6.40 per share, corresponding to DKK 28,557 million, will be paid subject to approval at the Annual General Meeting in March, 2024. 5. As of 13 September 2023, the trading unit of the Novo Nordisk B shares listed on NASDAQ Copenhagen and ADRs listed on the New York Stock Exchange (NYSE) was changed from DKK 0.20 to DKK 0.10. Comparative figures have been restated to reflect the change in trading unit from DKK 0.20 to DKK 0.10.


			Novo Nordisk Annual Report 2023			Introducing Novo Nordisk Strategic Aspirations Risks Management Consolidated statements Additional information			10


			Novo Nordisk Annual Report 2023			Introducing Novo Nordisk Strategic Aspirations Risks Management Consolidated statements Additional information			11

PURPOSE AND SUSTAINABILITY

Driving change for
a sustainable future

In a world facing urgent societal

and environmental challenges,

Novo Nordisk is playing a proactive role in the fight against health inequity and climate change. Guided by our purpose of driving change

to defeat serious chronic diseases and a steadfast commitment to social, environmental and financial responsibility, we are raising the

bar to stay at the forefront of progressive global businesses.

Human health is under threat from a perfect storm of health inequity, climate change and biodiversity loss. As a leading healthcare company committed to serving patients across the globe, we have an important role to play in addressing these challenges. Our commitment to social responsibility and minimising our environmental impact are key to achieving our purpose and sustainability goals – and essential for our long-term success.

That is why we are striving to improve access to affordable care for vulnerable patients across the globe. More than three quarters of people with diabetes, for example, live in low- and middle-income countries, and that proportion is likely to grow as global prevalence rises from an estimated 537 million adults today to a predicted 643 million by 2030. Although we are now serving more people with diabetes than ever before, expanding our reach by more than four million patients to a total of 40.5 million last year, we recognise the need to do more.

Our key contribution to society remains our therapeutic innovation. However, we realise it will take more than medicine to defeat serious chronic diseases. This need is particularly acute in obesity, where medical intervention with treatments

like Wegovy® must be supplemented with prevention measures to head off a global pandemic that threatens to overwhelm healthcare systems. To this end, we have strengthened our focus on public-private partnerships and established a dedicated Transformational Prevention Unit tasked with delivering scalable commercial solutions that can help predict and pre-empt obesity.

We are also stepping up efforts to reduce our environmental impact by focusing on our supply chain emissions. Having already switched our production sites to sourcing 100% renewable power in 2020, we are now focused on supporting our 60,000-plus suppliers through a similar transition, with the aim of reaching net zero emissions across our full value chain by 2045.

To ensure that sustainability is integrated into Novo Nordisk’s core business, we have a series of governance measures in place that supplement the incorporation of environmental, social and financial responsibility in our Articles of Association. These include our Sustainability Advisory Council, established in 2022, which provides external input on our goals from experts in academia, public policy and patient advocacy, and an executive remuneration package directly linked to our progress on sustainability targets.

STRATEGIC ASPIRATIONS 2025

1.Progress towards zero environmental impact

2.Being respected for adding

value to society

3.Being recognised as a sustainable employer

For an overview of our purpose and sustainability initiatives, frameworks

and performance, see the tables on

pages 102-104.


			Novo Nordisk Annual Report 2023			Introducing Novo Nordisk Strategic Aspirations Risks Management Consolidated statements Additional information			12

Double materiality assessment

Novo Nordisk conducted an initial double materiality assessment in 2023 to determine which environmental, social and governance (ESG) topics are material for the company. This assessment considers both the impact of Novo Nordisk's business on society and the environment (impact materiality) and how ESG matters affect the company (financial materiality). The assessment involved experts and leaders from within Novo Nordisk, as well as input from external stakeholders, such as patient organisations, suppliers and investors.

The purpose of the assessment is to prepare for the implementation of the Corporate Sustainability Reporting Directive (CSRD) in 2024. It covers all topics defined in the CSRD, along with other ESG topics relevant to Novo Nordisk. The table on the right shows the preliminary, aggregated results of the assessment, and includes both current and potential ESG topics from a short-, medium- and long-term perspective. The ESG topics will help guide the preparation of the company's ESG reporting from 2024 onwards.

Many of the preliminary, material ESG topics reflect Novo Nordisk’s strategic sustainability focus. For social topics, this includes our efforts to provide access to life-saving medicines without compromising safety or quality, improve patients’ quality of life and support resilient healthcare systems. Workers’ wellbeing, both within and outside of our operations, reflects the importance of remaining a relevant and attractive workplace while respecting adequate working conditions. We also consider our local impact in the communities we operate in and pay tax where value is created.

The preliminary, material environmental topics reflect Novo Nordisk’s environmental initiatives to reduce carbon emissions and promote a circular economy, for example on plastic. ESG topics such as biodiversity and water reflect the company’s dependence on nature-based resources. To this end, Novo Nordisk is already increasing sustainability efforts directly related to nature and biodiversity. Moreover, the company strives to limit any negative effects resulting from its business operations, including pollution.

Business conduct reflects our efforts to adhere to the highest ethical standards, including bioethics. Overall, Novo Nordisk aims to be respected for its contributions to society and to build trust through its sustainability efforts.


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Cutting emissions in collaboration with our suppliers

According to the World Health Organization, climate change is the single biggest health threat facing humanity. We recognise that caring for our patients also means caring for our planet, and with the healthcare sector as a whole accounting for approximately 5% of global emissions, we take our environmental impact seriously. We are determined to play our part in creating a sustainable, healthy environment for the long term, and our ambition is bold and simple: to have zero environmental impact. To achieve this, one of our key tasks is to decouple the growth in our business from our CO2 equivalent (CO2e) emissions; otherwise, our carbon footprint will continue to climb as we serve increasing numbers of patients. “Focusing solely on our own activities is not enough. We must also ensure our 60,000-plus suppliers play their part in this transformation.” On this front, we have made significant progress in curbing our company’s emissions. Since 2020, all our production sites have sourced 100% renewable power and we aim to reach zero CO2e emissions from operations and transportation by 2030.						However, focusing solely on our own activities is not enough. We must also ensure our 60,000-plus suppliers play their part in this transformation, since their activities account for the majority of our total CO2e emissions – amounting to 98% in 2023. Our target is that all goods and services from suppliers will be based on 100% sourced renewable power by 2030. We are engaging with suppliers in high-impact areas to understand how we can collectively reduce emissions using novel approaches to decarbonisation. This involves working on innovative Power-to-X solutions that use renewable electricity to produce green fuels and low-carbon chemicals, or using organic waste materials to produce biofuels. Recent examples include our membership of the Sustainable Aviation Buyers Alliance (SABA) to support the expansion of sustainable aviation fuel facilities, and our partnership with global logistics firm Maersk on low-emission fuels for ocean freight. Both these investments are contributing to the global uptake of innovative green technologies.


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			Reducing our plastic footprint

			Minimising the use of plastic derived from fossil fuels is a priority for Novo Nordisk – and a significant challenge given the rapid growth in demand for our medical injection devices. We currently manufacture more than 800 million pre-filled plastic pens every year, equivalent to some 14,000 tonnes of plastic. As the number of patients we serve continues to grow, those numbers will rise markedly unless we take decisive action. We are tackling our plastic challenge on multiple fronts, with a threefold ‘reduce-change-avoid’ approach. This includes reducing plastic consumption by converting to reusable devices, changing to the use of non-virgin-fossil plastics in our device production and harnessing recycling to avoid plastic ending up in landfill. “In 2023 we established the world’s first industry solution for recycling injection pens in Denmark.” The task is not simple. When it comes to recycling, for example, used injection pens cannot be dealt with in the same way as other household recycling because they are classified as medical waste, which most countries are not equipped to handle. To address this challenge, we have expanded a series of pioneering take-back programmes across Denmark, the UK,						France and Brazil, and in 2023 we established the world’s first industry solution for recycling injection pens in Denmark. Pharmaceutical companies Lilly, Sanofi and Merck have all joined the initiative, and we now share a goal of recycling 25% of the pens distributed by all four companies in Denmark within the first 12 months. Another important initiative involves rethinking medicine delivery by switching from disposable to reusable devices – some with an expected lifespan of up to 5 years. Over the past year, we have converted selected products in a number of countries and we expect to switch more in 2024. We are also steadily building device durability into the development of new medicines and expect that a trend from daily to once-weekly administration for many products will contribute to reduced plastic use per patient in the long term. In addition, we are exploring more sustainable ways to produce plastic. A good example is a new agreement signed by Novo Nordisk, alongside the LEGO Group, to buy e-methanol from European Energy when the world’s first large-scale production plant for the commodity starts up in Denmark in 2024. The e-methanol – made from renewable electricity, water and captured biogenic CO2 – will help us to create lower-carbon plastics for use in our medical devices.


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Supporting more people with diabetes

With the number of adults living with diabetes across the globe predicted to grow from 537 million today to 643 million by 2030, it is those in the most vulnerable settings who struggle the most to access the treatment they need. Last year, we reached more than 40.5 million people with our diabetes medicines – an increase of 4.2 million on 2022 – but we recognise the need to do more. For that reason, we are committed to improving affordability for vulnerable populations, increasing availability by strengthening supply chains and expanding the capacity to diagnose and manage diabetes worldwide. Over the past year, we reached 6.7 million people living with diabetes globally with our insulin medicines through access and affordability initiatives, and we extended support to more than 52,000 children with type 1 diabetes through our Changing Diabetes® in Children programme. In the US, we provided access to affordable insulin for 1.4 million people and supported a further 2.8 million with initiatives relating to our GLP-1-based therapies. On the African continent, we doubled down on our commitment to improve access to insulin, establishing a new partnership with South African pharmaceutical manufacturer Aspen Pharmaceuticals to increase production for distribution across the region. The partnership acknowledges the World Health Organization’s call for sustainable access to quality-assured and affordable medicine through local manufacture and aims to produce more than 60 million vials by 2026. This is equivalent to the						annual requirements of around four million people – a significant increase on the 500,000 we currently serve. Sub-Saharan Africa is currently home to an estimated 24 million adults living with diabetes. The human insulin produced by the collaboration will be distributed at low-cost as part of Novo Nordisk’s Access to Insulin commitment, which reached 2.4 million people in 2023. The programme guarantees a ceiling price of USD 3 per vial in 77 low- and middle-income countries around the world. However, increasing the availability of insulin alone is not enough. To enhance access to equitable care in Sub-Saharan Africa, we have built a business integrated model – iCARE – which is now active in 49 countries. Through public-private partnerships we aim to improve capacity to treat diabetes, increase affordability of insulin and enhance patient empowerment. Our ambition is to reach more than two million vulnerable people living with diabetes in Sub-Saharan Africa by 2030.


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			Preventing obesity, starting with children

			The obesity epidemic is one of the greatest threats to global health, currently impacting more than 813 million adults worldwide and responsible for five million deaths each year. In addition, obesity impacts the sustainability of health systems and economic productivity. While Novo Nordisk’s core contribution to the fight remains our therapeutic innovations, which reached more than 1.1 million people worldwide in 2023, we recognise that medicine alone will never be enough to defeat obesity. We are therefore committed to addressing the disease holistically by scaling up our focus on prevention – and nowhere is this more urgent than in childhood. More than 310 million children and adolescents are expected to be living with obesity by 2030, with those in vulnerable settings more at risk. These individuals are more likely to develop early-onset type 2 diabetes, and their weight in early life can also be a strong predictor of adult obesity and cardiometabolic disease. We believe that preventing childhood obesity is a shared societal responsibility that requires systemic change. Many of the risk factors driving the epidemic are outside of an individual’s control, reflecting rapid urbanisation and the health challenges that come in its wake, from physical inactivity to the prevalence of foods high in fats, sugar and salt. Our childhood obesity partnership with UNICEF – which was expanded in 2023 and aims to reach 10 million children across						the globe – zeroes in on exactly these key issues through policies, programmes and practices that directly impact the nutrition, wellbeing and development of children. Since its launch in 2019, the partnership has positively impacted the lives of more than 2.7 million children and caregivers across Latin America and the Caribbean. Now it is expanding its reach, bringing its proven approach to new geographies with an increased focus on driving policy change at national level and action at city level. Through local engagement and cross-sector collaboration, we are focusing on interventions with demonstrable track records. These include advocating for healthy school food regulations in Brazil, addressing unhealthy food marketing directed at children online in Mexico and trialling innovative measures to improve urban food retail environments in Indonesia. The partnership will draw upon insights from our Cities Changing Diabetes programme, now active in 47 cities globally, which over the past decade has addressed the systemic issues underpinning the rise in type 2 diabetes and obesity in urban environments. Our broader obesity prevention efforts will be boosted by our recently-established Transformational Prevention Unit, a semi-autonomous team of multi-disciplinary experts tasked with delivering high-impact, scalable and accessible solutions that can predict and pre-empt obesity and its consequences.


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Empowering colleagues through diversity and inclusion

Diversity and inclusion are central to our business and purpose. In our rapidly growing organisation, we aim to create an inclusive culture where all employees feel valued and are given equal opportunities to realise their potential and where, together, we better reflect the diversity of the patients and communities we serve. Encouraging diverse perspectives and promoting inclusive leadership adds value to Novo Nordisk by bringing out the best in our people, fostering new ideas and sparking innovation. Our aim is to achieve balanced gender representation across all managerial levels, with a minimum of 45% women and 45% men in senior leadership roles by the end of 2025. There is still work to be done but we are making significant progress. At the end of 2023, 41% of senior leadership positions were filled by women, compared to 39% one year earlier. Gender is only one element of diversity, and we want to build a more representative workforce across all dimensions, including ethnicity, race, age, nationality, disability status and sexual orientation – not to mention diversity of thought. We are committed to including these important parameters globally as we embed them into our people processes and the employee experience, from initial attraction and recruitment through to talent development and leadership training.	In the context of the rapid growth of our global organisation, this is no small feat. We added more than nine thousand employees to Novo Nordisk in 2023, and have gone to great lengths to sharpen our focus on onboarding and upskilling our new colleagues into their new roles, nurturing a workplace culture built upon foundational values of openness, accountability and respect. We measure our success in this regard by tracking employee engagement via a yearly all-company Evolve survey, recording an overall engagement score of 86% in 2023 – up from 85% in 2022 and placing us in the top quartile of Most Engaged Companies for the first time.
	WOMEN IN LEADERSHIP (%)
		2019	2020	2021	2022	2023
	EVP/SVP	18	24	28	29	36
	CVP	33	37	39	40	41
	VP	35	36	36	40	42
	Senior leadership	33	35	36	39	41
	Director	43	41	44	44	47
	Manager and team lead	40	42	43	45	46
	All leaders	40	41	43	44	46


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Statutory gender reporting
under Danish law

inclusion brings value to the company, by enabling a diverse line of thought, increasing innovation and leading to better decision-making.

The policy focuses on three primary drivers: mitigating bias, creating an inclusive workplace and having leaders serve as role models. Its most significant activities include yearly equal pay reviews, a global gender-neutral parental leave policy, tracking of gender representation across all managerial levels and aspirational gender diversity targets.

Further reporting on diversity and inclusion is included in note 8.3 on Gender diversity, and for the Board of Directors, also in the Corporate Governance Report. Novo Nordisk’s diversity and inclusion policy is available at: www.novonordisk.com/sustainable-business/esg-portal/principles-positions-and-policies/diversity-inclusion-policy.html.

Sustainable tax approach

Our overall guiding principle within taxation is to have a sustainable tax approach, emphasising our business-anchored approach to managing

the impact of taxes while remaining true to the Novo Nordisk values of operating our business in a responsible and transparent manner. Our legal structures are based on business-anchored considerations and substance.

Consequently, we pay tax where value is generated and always respect international and domestic tax rules. As a global business, we conduct cross-border trading, which is subject to transfer pricing regulations. We apply a ‘Principal structure’ in line with OECD principles, meaning all legal entities, except for the principals, perform their functions under contract on behalf of the principals. As a result, entities contracted by the principals are being allocated an activity-based profit according to a benchmarked profit margin. The tax outcome of this operational model is reflected in the overview to the right, which shows our corporate income taxes by region.

To ensure alignment between tax authorities regarding the allocation of profit between our entities, we aim to have Advance Pricing Agreements and similar tax rulings in place for geographies representing around 70% of our revenue worldwide.

Our tax policy has been approved by the Board of Directors. Read more about this at: www.novonordisk.com/sustainable-business/esg-portal/principles-positions-and-policies/tax-policy.html.

In addition to corporate income taxes, we also pay other taxes. Please refer to note 8.7 on Total tax contribution for further information.

Listed companies not having equal representation of genders on the Board of Directors are required to set a target for the share of the underrepresented gender. As of 1 January 2023, listed companies are also required to set a target and a policy for the share of the underrepresented gender in upper management1.

As of 31 December 2023, the Board of Directors is regarded as having equal gender representation and is therefore not legally required to set a gender target5. Since diversity remains important for the Board, it has maintained a voluntary 2025 target of having at least three shareholder-elected Board members who are men and three who are women.

As of 31 December 2023, the share of the underrepresented gender in upper management at Novo Nordisk A/S is 42%. Accordingly, we have achieved equal gender representation as defined under the Danish companies act. However, we have not yet achieved the targeted level of 45% and therefore maintain our diversity and inclusion policy to keep making progress. This policy states our strong belief that diversity and

1. Cf. the Danish Companies Act, section 139 (c). 2. Cf. the Danish Financial Statements Act. section 99(b). 3. Shareholder-elected Board members of Novo Nordisk A/S. 4. Chief executive officer and executive vice presidents employed by Novo Nordisk A/S as well as their direct reports, also employed by Novo Nordisk A/S, with leadership responsibility. 5. Cf. the Danish Companies Act, section 139(c)(1)(1). 6. Intellectual property rights based on sales from where intellectual property rights are located. 7. Production based on number of production employees in the region. 8. Sales based on location of the customer.


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Setting high standards for

how we do business

Our business has come under increasing scrutiny over the past year – particularly with regard to our GLP-1-based products – as the level of public interest in our company has grown significantly.

Against this backdrop, we have remained steadfast in our commitment to uphold high ethical standards and adhere to the regulatory requirements of different authorities. In the face of unprecedented demand for our medicines – particularly our GLP-1-based therapies – we have also strengthened our focus on ensuring that only the approved indications of our products are promoted.

At times, however, we were challenged in our aspirations. In the UK, for example, we received a two-year suspension from The Association of the British Pharmaceutical Industry (ABPI) in 2023 after the trade body found Novo Nordisk to be in breach of the industry’s self-regulatory code of practice. The breach related to the provision of insufficient information regarding our sponsorship of a weight management course offered by a third-party clinical training provider for healthcare professionals.

When mistakes are made, we learn from them. Over the past year, we invested substantial resources in robust training for colleagues with the aim of ensuring we always deliver the right message, whether we are addressing the general public or healthcare professionals. We have also strengthened our governance processes in key affiliates via local ethics and

compliance committees, and we are ready to step up our monitoring efforts by significantly increasing the number

of internal checks and reviews in 2024.

More broadly, our new global code of conduct sets out the fundamental principles and required behaviours for our employees and collaborators and is rooted firmly in the Novo Nordisk Way Essentials – a foundational set of guiding principles that shape and inform everything we do. We use a unique, systematic approach known as facilitation to ensure everyone lives up to these Essentials. In 2023, 42 units and approximately 2,300 employees were facilitated, compared to 36 units and 1,700 employees in 2022. Any issues are addressed locally, and a consolidated report is shared with the Board of Directors and Executive Management.

We also measure the extent to which we live up to societies’ expectations through several other governing processes. These include our company reputation score among key stakeholders (see pages 41-42 for more information), regular product quality and supplier audits, and an enduring commitment to ensuring the accuracy of our financial and ESG reporting via both internal and external audit processes. Our financial reporting and associated processes are audited according to the Sarbanes-Oxley Act by an independent audit firm elected at the Annual General Meeting, and we voluntarily include an Assurance Report from an independent external auditor for ESG reporting in the Annual Report.


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Corporate Governance

Governance structure

The shareholders of Novo Nordisk exercise their rights at the Annual General Meeting, which is the supreme governing body of the company. The general meeting inter alia adopts the company’s Articles of Association, approves the Annual Report and elects the Board of Directors.

Any shareholder has the right to raise questions at general meetings. Resolutions can generally be passed by a simple majority. However, resolutions to amend the Articles of Association require two-thirds of the votes cast and capital represented, unless other adoption requirements are imposed by the Danish Companies Act.

Novo Nordisk has a two-tier management structure consisting of the Board of Directors and Executive Management. The governance structure and rules of Novo Nordisk are further described in our Articles of Association and our Corporate Governance Report, both available at: www.novonordisk.com.

Foundation ownership

Novo Holdings A/S, a Danish company wholly owned by the Novo Nordisk Foundation, holds the majority of votes at Novo Nordisk A/S’ general meetings. The combination of foundation ownership and stock listing enables Novo Nordisk to embark on long-term sustainable strategies while maintaining short-term transparency on performance. Our foundation ownership supports the overarching imperative to be both commercially successful and responsive to the wider needs of society.

The objectives of the Novo Nordisk Foundation are to provide a stable

basis for the commercial and research activities of Novo Nordisk and Novozymes, and to support scientific, humanitarian and social causes. Please refer to the section about value creation on page 7. For more information about the ownership structure of Novo Nordisk, see page 38.

1. Directive 2004/25/EC.

Corporate Governance reporting

Novo Nordisk reports in accordance with the Danish Corporate Governance Recommendations designated by Nasdaq Copenhagen as well as the Corporate Governance Standards of the New York Stock Exchange applicable to foreign private issuers.

In 2023, Novo Nordisk complied with the Danish Corporate Governance Recommendations as we either complied with or explained our approach to the recommendations. You can find further information about our corporate governance practices in our 2023 Corporate Governance Report, in accordance with section 107b of the Danish Financial Statements Act, available at: www.novonordisk.com/about/corporate-governance.html.

Remuneration

Executive remuneration is linked to performance on financials as well as non-financials (e.g. innovation, sustainability). Novo Nordisk has prepared a separate Remuneration Report describing the remuneration awarded or due during 2023 to the Board of Directors and Executives registered with the Danish Business Authority. The Remuneration Report is submitted to the Annual General Meeting for an advisory vote. The Remuneration Policy and the Remuneration Report are available at:

www.novonordisk.com/about/corporate-governance.html.

Disclosure regarding change of control provisions

The EU Takeover Bids Directive1, as partially implemented by the Danish Financial Statements Act, requires listed companies to disclose information that may be of interest to the market and potential take-over bidders, in particular in relation to disclosure of change-of-control provisions in material contracts.

It is disclosed that Novo Nordisk does not have any material contracts that take effect, alter or terminate upon a change of control of Novo Nordisk following implementation of a takeover bid. In relation to the registered management of Novo Nordisk A/S, the current employment contracts allow for severance payments of up to 24 months’ fixed base salary plus pension contributions in the event of a merger, acquisition or takeover of Novo Nordisk.

Data ethics

Novo Nordisk has adopted a set of data ethics principles to support ethical decision-making when using data. In 2023, we trained employees in our Data Ethics Principles, which were expanded to identify and address risks related to artificial intelligence. You can read more about these principles, in accordance with the Danish Financial Statements Act Section 99d, at: www.novonordisk.com/data-privacy-and-user-rights/data-ethics.html.


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ESG Governance

We strive to conduct our activities in a financially, environmentally and socially responsible way. To achieve this objective and integrate sustainability considerations in Novo Nordisk’s strategy and core business, ESG is anchored and discussed in relevant governance bodies across the organisation.

Our ESG Governance model includes the Board of Directors’ and Board Committees’ oversight and advice on ESG matters such as strategic direction and ambition level, as set by Executive Management. Their oversight also includes approval of our ESG reporting, variable remuneration components and more.

Operational decisions are anchored at the executive level in the Sustainable Business Execution Steering Group. It is composed of our Commercial Strategy & Corporate Affairs executive vice president and other senior sustainability leaders, including representatives of North America and International Operations. Supported by the underlying steering groups, the Sustainable Business Execution Steering Group provides guidance on implementation related to our social and environmental initiatives.

To ensure a well-rounded governance setup, we actively seek external input through our Sustainability Advisory Council. Comprised of experts from various fields, this independent body offers invaluable perspectives that challenge us to continuously improve our sustainability efforts. They provide constructive feedback on our current initiatives and help us explore innovative opportunities for the future. You can learn more about the council and its members at: www.novonordisk.com/sustainable-business/esg-portal.html.


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EU Taxonomy

The EU Taxonomy is a European sustainability classification framework. It enables corporates to communicate to stakeholders which of their business activities have the potential to be considered sustainable (i.e. are Taxonomy-eligible) and report to which extent eligible activities fulfil EU requirements to be considered sustainable (i.e. are Taxonomy-aligned). For each relevant business activity, the company has to disclose how much of its Turnover, Operating Expenditures (OpEx) and Capital Expenditures (CapEx) can be considered eligible and aligned, respectively.

In 2023 we identified eligible economic activities based on the six published environmental objectives . Each of the economic activities was assessed on its percentage of Taxonomy-eligibility and, for those related to the environmental objectives of 'Climate change mitigation' and 'Climate change adaptation', also on their percentage of Taxonomy-alignment. As a result, we report 100%, 60% and 5% Taxonomy-eligible Turnover, CapEx and OpEx in 2023, respectively.


EU TAXONOMY ELIGIBILITY AND ALIGNMENT1		Turnover				CapEx				OpEx
		2022		2023		2022		2023		2022		2023
Environmental objective	Economic activity2	(DKK million)	(%)	(DKK million)	(%)	(DKK million)	(%)	(DKK million)	(%)	(DKK million)	(%)	(DKK million)	(%)
Total Turnover, CapEx, OpEx		176,954	100%	232,261	100%	23,961	100%	44,498	100%	23,348	100%	31,115	100%
Taxonomy-non-eligible activities (B.)		N/A	N/A	0	0%	20,788	87%	17,996	40%	23,348	100%	29,646	95%
Climate change mitigation	7.1. Construction of new buildings	0	0%	0	0%	1,166	5%	6,010	14%	0	0%	0	0%
	7.2. Renovation of existing buildings	0	0%	0	0%	2,007	8%	2,406	5%	0	0%	0	0%
Pollution prevention and control	1.2. Manufacture of medicinal products	N/A	N/A	232,261	100%	N/A	N/A	18,086	41%	N/A	N/A	1,469	5%
Eligible not aligned (A.2. / A.1.+ A.2.)3		0	0%	232,261	100%	3,173	13%	26,502	60%	0	0%	1,469	5%
Eligible and aligned (A.1.)		0	0%	0	0%	0	0%	0	0%	0	0%	0	0%
1. A.1., A.2., A.1.+A.2. and B. refer to Annex V to the Commission Delegated Regulation (EU) 2023/2486 of 27 June 2023. Not disclosed data are all either 0 (zero) or not applicable. 2. None of the reported economic activities are Enabling or Transitional and we do not have any economic activities substantially contributing to 'Climate Change Adaption', 'Water', 'Circular Economy' or 'Biodiversity'. 3. When allocating CapEx and OpEx to economic activities, we prioritise those that directly contribute to an environmental objective and for which specific technical screening criteria are set. Secondly, we link CapEx and OpEx associated with our primary economic activity, '1.2. Manufacture of medicinal products'.

Eligibility and alignment

We followed a two-step process to arrive at our Taxonomy disclosures. Firstly, we screened the economic activities defined in the EU Taxonomy to identify those relevant under the Novo Nordisk business model. Based on our review and materiality considerations, we identified one new economic activity to report on in 2023: '1.2 Manufacture of medicinal products' under the environmental objective of 'Pollution prevention and control'. Furthermore, like in 2022, we report Taxonomy-eligible CapEx for the economic activities '7.1 Construction of new buildings' and '7.2 Renovation of existing buildings' under the environmental objective 'Climate change mitigation'.

Secondly, we evaluated whether we could classify any of our Taxonomy-eligible CapEx for economic activity 7.1 and 7.2 as Taxonomy-aligned. Although we have made progress in fulfilling the technical screening criteria, certain requirements in the design phase of the projects have not been fully met. Consequently, the existing projects do not meet the criteria for alignment in 2023. We strive for alignment of certain projects in 2024. Furthermore, we have started investigating the requirements, including CapEx plans, for reporting alignment of the activity 'Manufacture of medicinal products' with the aspiration of reporting alignment for part of the activities in 2024.

Accounting policies

Total Turnover consists of total revenue from sale of goods, as defined under IFRS. The Turnover KPI is defined as Taxonomy-eligible Turnover divided by total Turnover.

Total CapEx consists of additions to fixed assets (including financial lease) and intangible assets. Additions resulting from business combinations are also included. Goodwill is not included in CapEx as it is not defined as an intangible asset in accordance with IAS 38. The CapEx KPI is defined as Taxonomy-eligible CapEx divided by total CapEx.

Total OpEx consists of direct non-capitalised costs that relate to research and development, building renovation, short-term lease, maintenance and repair and any other direct expenditures relating to the day-to-day servicing of property, plant and equipment assets. OpEx excludes amortisations and impairments. The OpEx KPI is defined as Taxonomy-eligible OpEx divided by total OpEx.

None of our activities contribute to multiple objectives and hence do not require disaggregation of KPI’s. For the CapEx and OpEx allocations, we have identified the relevant purchases and measures as well as the primary related economic activity. Thereby, we ensure that no CapEx
or OpEx is double counted. We are adjusting the R&D cost for amortisations to not double count these costs, as the amortisation would also have been part of CapEx in prior years.

Contextual information about the KPIs

We consider all Novo Nordisk’s revenue related to Manufacture of medicinal products. As Taxonomy-eligible, we only include CapEx directly associated with the manufacturing process or related to construction or renovation of buildings, hence intangible assets are excluded. This is the main reason for reported eligibility being less than 100%. Eligible CapEx mainly relates to the expansion of production capacity and consist of additions to property, plant and equipment, cf. note 3.2 to the Consolidated financial statements. Eligible OpEx mainly relates to research and development directly linked to manufacturing processes. The narrow EU Taxonomy OpEx definition is the main reason for a reported low eligibility.


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INNOVATION AND THERAPEUTIC FOCUS

Broadening our pipeline for
long-term innovation

As the world grapples with the increasing impact of serious chronic diseases, Novo Nordisk is amplifying its research and development efforts to tackle these global health challenges head-on. Diseases like diabetes, obesity, cardiovascular disease and rare blood disorders pose significant threats to human health and society, demanding urgent action.

Guided by our purpose to drive change to defeat serious chronic diseases, we are broadening our pipeline of potential new treatments with an approach that is as comprehensive as it is innovative. Building on our 100-year heritage in protein and peptide engineering, we are harnessing the power of novel research technology platforms, leveraging cutting-edge data science tools and forging new strategic partnerships. This multi-faceted approach is enabling us to accelerate our research efforts and expand our footprint across multiple disease areas.

As our evolution from a diabetes-focused organisation to a broader cardiometabolic-focused company continues, our attention remains on areas with the highest unmet needs – and those where we are best positioned to compete. Strengthening our leadership position in both diabetes and obesity remains our top priority, while expanding our presence in cardiovascular disease and rare blood disorders is also a key focus.

We are stepping up our investment in these areas to build and maintain industry-leading pipelines, while at the same time seeking new opportunities to complement our in-house expertise with external innovation. Over the past year, this

emphasis on business development has resulted in the acquisition of biotechs including Inversago Pharma and Embark, two companies developing novel therapies with a potential application across a range of cardiometabolic diseases.

To further expand our capabilities, we have established a significant presence in the Greater Boston area, a world-renowned hub for innovation and cutting-edge science and technology. Through strategic partnerships, such as those
with technology firm Valo Health and the Broad Institute of
MIT and Harvard, we aim to accelerate our drug discovery and development efforts, expanding our use of human data, artificial intelligence and machine learning and tapping into our partners’ innovative genetics and genomics tools.

These extensive, wide-ranging efforts are already yielding positive results, including the initiation of clinical testing for cutting-edge cell therapy and siRNA (small interfering ribonucleic acid) treatments. Armed with an increasing array of novel research and development tools, we aim to move a greater number of projects into clinical testing at a faster pace, reducing the cost per project without compromising safety or quality.

STRATEGIC ASPIRATIONS 2025

1.Further raise the innovation-bar for diabetes treatment

2.Develop a leading portfolio of superior treatment solutions for obesity

3.Strengthen and progress the

Rare Disease pipeline

4.Establish presence in Cardiovascular & Emerging Therapy Areas focusing on CVD, MASH and CKD


			Novo Nordisk Annual Report 2023			Introducing Novo Nordisk Strategic Aspirations Risks Management Consolidated statements Additional information			24

Once-weekly insulin to set

new standard in treatment

Taking diabetes treatment to

the next level with CagriSema

Our company was founded on the discovery and production of insulin, and we remain committed to pushing the envelope when it comes to insulin innovation. Our investigational once-weekly insulin icodec represents the latest major step forward in insulin care, potentially changing the basal insulin experience for people living with diabetes.

“If approved, insulin icodec will become the first once-weekly basal insulin option for adults with diabetes, reducing the number of weekly basal insulin injections from seven to just one.”

Insulin icodec has been filed for regulatory approval in the US, EU and China, following phase 3a trials that demonstrated superior reductions in blood glucose levels and reduced incidence of severe hypoglycaemia compared to once-daily basal insulin degludec and insulin glargine U100 in insulin-naïve people with type 2 diabetes. If approved, insulin icodec will become the first once-weekly basal insulin option for adults with diabetes, reducing the number of weekly injections from seven to just one.

In the longer term, we are working on further improvements in insulin technology. This includes continuing to pursue the development of glucose-sensitive insulin, which only becomes active when the body’s glucose levels start to rise.

Our determination to raise the bar in diabetes treatment is exemplified by CagriSema, our new investigational therapy for type 2 diabetes that has now entered large-scale phase 3 clinical development. This two-in-one medicine combines semaglutide with the amylin analogue cagrilintide, offering a novel mechanism to influence the gut-brain axis with the aim of improving glycaemic control in people living with type 2 diabetes. Cagrilintide works by reducing hunger and increasing satiety signals to the brain, providing an additive effect to semaglutide.

The decision to move into phase 3 development follows phase 2 results that showed a once-weekly subcutaneous injection of CagriSema reduced long-term blood glucose levels by 2.2 percentage points and outperformed its individual components in reducing body weight. CagriSema, which appears to have a safe and well-tolerated profile, previously commenced large-scale phase 3 trials in obesity in 2022, reflecting its broad potential across multiple therapy areas.


			Novo Nordisk Annual Report 2023			Introducing Novo Nordisk Strategic Aspirations Risks Management Consolidated statements Additional information			25

Landmark trial underscores

cardiovascular benefits of semaglutide

The success of our ground-breaking SELECT cardiovascular outcomes trial was a powerful endorsement of the efficacy and clinical importance of semaglutide as a treatment for people living with obesity and established cardiovascular disease (CVD).

The study was the largest ever completed by our company, involving more than 17,500 adults aged 45 and above with obesity and established CVD but no prior history of diabetes. The findings demonstrated a 20% reduction in major adverse cardiovascular events (MACE) for trial participants treated with semaglutide 2.4 mg compared to placebo – showing that semaglutide not only helps patients lose weight but can also improve cardiovascular outcomes.

The trial data showed this effect is consistent regardless of patient age, gender, ethnicity and starting BMI (body mass index), with risk reductions evident across heart attack, cardiovascular death and stroke. Importantly, the effect is seen soon after treatment initiation, suggesting that weight loss alone may not fully explain the benefits of semaglutide 2.4 mg in reducing the risk of MACE.

Every year almost 21 million people die from CVD, which is the leading cause of disability and death worldwide. While cardiovascular mortality has decreased over

the past two decades, obesity-related cardiovascular deaths have increased significantly. Obesity leads to cardiovascular morbidity and mortality and is associated with risk factors such as high blood pressure and inflammation.

“It is the first time that an approved weight management medicine has been shown to reduce the risk of heart attacks, strokes and cardiovascular death.”

It is the first time that an approved weight management medicine has been shown to reduce the risk of heart attacks, strokes and cardiovascular death. Novo Nordisk has filed for a label update of Wegovy® in the US and EU based on these findings, and a decision is expected in 2024. The US Food and Drug Administration has granted our submission a priority review.


			Novo Nordisk Annual Report 2023			Introducing Novo Nordisk Strategic Aspirations Risks Management Consolidated statements Additional information			26

Expanding our footprint in cardiovascular disease

Next-generation treatments

for rare blood disorders

Cardiovascular disease (CVD) represents one
of the greatest health challenges of our time. Affecting an estimated 620 million people across the globe, it takes a major toll on quality of life and is currently the leading cause of death worldwide.

At Novo Nordisk, we are determined to reduce the risk and burden of living with CVD, and over the past year we have taken significant steps
to increase our footprint in this area of huge unmet need.

In October 2023, we strengthened our CVD pipeline with the acquisition of ocedurenone in
a deal worth up to USD 1.3 billion. This mature clinical candidate targets uncontrolled hypertension – a leading risk factor for cardiovascular events, heart failure, chronic kidney disease (CKD) and premature death.

To date, ocedurenone has been investigated in nine clinical trials, and is currently in phase 3 development for the treatment of uncontrolled hypertension in people with CKD. We expect to initiate further phase 3 trials in the coming years as we seek to maximise its full potential.

Meanwhile, our first standalone CVD compound, ziltivekimab, is currently in phase 3 development for the treatment of atherosclerotic cardiovascular disease in people living with CKD. The ZEUS trial will include more than 6,000 patients in 38 countries, with completion expected in late-2025.

Our Rare Disease unit – comprising treatments
for rare blood and endocrine disorders – has a growing pipeline of exciting products, including two potential medicines for rare blood disorders with large unmet medical needs.

Mim8, our next-generation bispecific antibody for haemophilia A, is now in phase 3 development. Administered subcutaneously, it works by mimicking the function of the missing clotting factor VIII and is being tested as a treatment to prevent bleeds.

The experimental once-daily oral medicine etavopivat, also in phase 3 evaluation, offers potential benefits for people with sickle cell disease (SCD), a crippling and life-threatening condition caused by misshapen red blood cells. Acquired as part of the business development deal that brought US-based Forma Therapeutics in-house in 2022, the investigational therapy is designed to modulate red blood cell health to reduce anaemia, pain, transfusions and strokes in people living with SCD.


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Pipeline overview

Project	Indication	Description	Phase
Oral Semaglutide HD1 NN9924	T2D2	A long-acting GLP-13 analogue, 25.0 and 50.0 mg, intended for once-daily oral treatment.
Icodec NN1436	T1D4 and T2D	A long-acting basal insulin analogue intended for once-weekly subcutaneous treatment.
IcoSema NN1535	T2D	A combination of GLP-1 analogue semaglutide and insulin icodec intended for once-weekly subcutaneous treatment.
CagriSema NN9388	T2D	A combination of amylin analogue cagrilintide and GLP-1 analogue semaglutide intended for once-weekly subcutaneous treatment.
GELA NN9506	T2D	A collaboration with GE Healthcare, using ultrasound for once-monthly treatment.
Glucose-sensitive insulin NN1845	T1D and T2D	A glucose-sensitive insulin analogue intended for once-daily subcutaneous treatment.
Pumpsulin NN1471	T1D	A novel insulin analogue ideal for use in closed loop pump systems.
DNA Immunotherapy NN9041	T1D	A novel plasmid encoding pre- and pro-insulin intended for preservation of beta cell function.
OW GLP-1 GIP5 NN9541	T2D	A combination of GLP-1 and GIP co-agonist intended for once-weekly subcutaneous treatment.
OW Oral Semaglutide NN9904	T2D	An oral version of semaglutide intended for once-weekly treatment.



1. HD: High Dose. 2. T2D: Type 2 diabetes. 3. GLP-1: Glucagon-like peptide-1. 4. T1D: Type 1 diabetes. 5. GIP: Gastric inhibitory polypeptide. 6. CB-1: Cannabinoid receptor-1. 7. MDS: Myelodysplastic syndromes. 8. CKD: Chronic kidney disease. 9. ASCVD: Atherosclerotic cardiovascular disease. 10. IL-6: Interleukin-6. 11. HFpEF: Heart failure with preserved ejection fraction. 12. CVD: Cardiovascular disease. 13. MASH: Metabolic dysfunction-associated steatohepatitis.

Project

Indication

Description

Phase

Oral Semaglutide
NN9932

Obesity

A long acting GLP-1 analogue
intended for once-daily oral treatment.

CagriSema
NN9838

Obesity

A combination of amylin analogue cagrilintide and GLP-1 analogue semaglutide intended for once-weekly subcutaneous treatment.

GELA
NN9505

Obesity

A collaboration with GE Healthcare, using ultrasound for once-monthly treatment.

INV-202
NN9440

Obesity

A CB-16 receptor inverse agonist intended for once-daily oral treatment.

Amycretin
NN9487

Obesity

A long-acting co-agonist of GLP-1 and amylin intended for once-weekly subcutaneous treatment or once-daily oral treatment.

OW GLP-1 GIP
NN9541

Obesity

A combination of GLP-1 and GIP
co-agonist intended for once-weekly subcutaneous treatment.




Project	Indication	Description	Phase
Concizumab NN7415	Haemophilia A or B w/wo inhibitors	A monoclonal antibody against tissue factor pathway inhibitor (TFPI) intended for subcutaneous prophylaxis treatment.
Nedosiran NN7022	Primary hyperoxaluria type 1	An siRNA targeting lactate dehydrogenase A (LDHA) intended for once-monthly subcutaneous treatment.
Mim8 NN7769	Haemophilia A w/wo inhibitors	A next generation FVIIIa mimetic bispecific antibody intended for subcutaneous prophylaxis of haemophilia A.
Etavopivat NN7535	Sickle cell disease	A second-generation small molecule PKR-activator intended for once-daily oral treatment.
Etavopivat NN7536	Thalassemia	A second-generation small molecule PKR-activator intended for once-daily oral treatment.
Etavopivat NN7537	MDS7	A second-generation small molecule PKR-activator intended for once-daily oral treatment.
NDec NN7533	Sickle cell disease	An oral combination of decitabine and tetrahydrouridine. Project is developed in collaboration with EpiDestiny.




Project	Indication	Description	Phase
Ziltivekimab NN6018	CKD8+ ASCVD9	A once-monthly monoclonal antibody intended for inhibition of IL-610 activity.
Ziltivekimab NN6018	HFpEF11	A once-monthly monoclonal antibody intended for inhibition of IL-6 activity.
Ocedurenone NN6023	CVD12	A small molecule, non-steroidal mineralocorticoid receptor antagonist (nsMRA) intended for oral treatment.
ATTR-CM NN6019	CVD	An anti-amyloid immunotherapy intended for intravenous treatment.
CM4HF NN9003	CVD	An investigational cell therapy intended for restoring heart function in people with chronic heart failure.
Anti-ANGPTL3 mAb NN6491	CVD	An ANGPTL3 neutralising sweeping antibody intended for once-monthly subcutaneous treatment.
Semaglutide NN6535	Alzheimer’s	A long-acting GLP-1 analogue intended for once-daily subcutaneous treatment.
Semaglutide NN9931	MASH13	A long-acting GLP-1 analogue intended for once-weekly subcutaneous treatment.
CagriSema NN9588	MASH	A combination of amylin analogue cagrilintide and GLP-1 analogue semaglutide intended for once-weekly subcutaneous treatment.
FGF21 NN9500	MASH	A long-acting FGF21 analogue intended for once-weekly subcutaneous treatment.
LXRa NN6582	MASH	An siRNA targeting LXRa intended for once-monthly subcutaneous treatment.
MARC1 NN6581	MASH	An siRNA targeting MARC1 intended for once-monthly subcutaneous treatment.
VAP-1i NN6561	MASH	A VAP-1 inhibitor intended for once-daily oral treatment.
SC4PD NN9001	Parkinson’s	A cryopreserved cell therapy intended for disease modifying treatment.
STAT3 NN4002	Oncology	A GalXC-derived lipid conjugate one-time subcutaneous treatment.


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Research and development progress

Regulatory events

•Rybelsus® (oral semaglutide) was approved as first-line treatment option by the FDA.

•Results from Rybelsus® (oral semaglutide) formulation change and PIONEER PLUS were submitted to the EMA.

•Marketing authorisation application was submitted to the EMA, FDA, CDE and PMDA for approval of insulin icodec for treatment of both type 1 diabetes (T1D) and type 2 diabetes (T2D).

•Marketing authorisation application was submitted to the EMA for the approval of dasiglucagon for treatment of severe hypoglycaemia.

Clinical progress

•Phase 3b trial, PIONEER PLUS, investigating 25.0 and 50.0 mg oral semaglutide in patients with T2D was completed.

•Phase 3b trial, ASCEND PLUS, investigating oral semaglutide in patients with T2D and no history of prior myocardial infarction (MI) or stroke was initiated.

•Phase 3b kidney outcomes trial, FLOW, investigating subcutaneous once-weekly semaglutide 2.4 mg in people with T2D and chronic kidney disease (CKD) was stopped early based on interim analysis due to efficacy.

•Phase 3a programme, REIMAGINE, investigating once-weekly combination of semaglutide and cagrilintide in people with T2D was initiated.

•Phase 2 trial investigating the combination of semaglutide and GIP in people with diabetes was completed. The project was terminated.

•Phase 1 trial investigating the effects of the combination of semaglutide and SGLT2i inhibitor dapagliflozin in people with T2D was completed. The project was terminated.

•Phase 1 trial investigating the SOMA device for oral treatment was completed.

•Phase 1 trial investigating oral GLP-1/GIP co-agonist for treatment of T2D was completed. Novo Nordisk is planning to initiate a phase 2 trial with a subcutaneous formulation of the GLP-1/GIP co-agonist.

Regulatory events

•Wegovy® (semaglutide 2.4 mg) was approved for treatment of obesity in adolescents by the EMA.

•Wegovy® (semaglutide 2.4 mg) was approved as an adjunct to diet and exercise for the use of weight management in adults with obesity by the PMDA.

•Results from the phase 3b cardiovascular outcomes trial (CVOT) SELECT were submitted to the FDA and the EMA.

Clinical progress

•Phase 3b CVOT trial, SELECT, investigating subcutaneous once-weekly semaglutide 2.4 mg was completed.

•Phase 3a trial, STEP HFpEF, investigating subcutaneous once-weekly semaglutide 2.4 mg in people with HFpEF was completed.

•Phase 3a trial, OASIS 1, investigating oral semaglutide in people with obesity was completed.

•Phase 1/2 investigating NNC0165-1875 in combination with semaglutide in people with obesity was completed. The project was terminated.

•Novo Nordisk acquired Inversago Pharma, with lead assets INV-202 (a phase 2 ready asset for treatment of obesity) and INV-347 (a phase 1 ready asset for treatment of obesity).

Regulatory events

•Marketing authorisation application was submitted to the EMA for the approval of concizumab for treatment of haemophilia A or B with inhibitors.

•A Complete Response Letter requesting further information was received from the FDA as a response to the concizumab marketing authorisation application.

•Alhemo® (concizumab) was approved for the treatment of haemophilia A or B with inhibitors by the PMDA.

•Sogroya® (somapacitan) was approved for treatment of growth hormone deficiency in children by the FDA, EMA and PMDA.

•RivflozaTM (nedosiran) was approved for the treatment of primary hyperoxaluria type 1 by the FDA.

Clinical progress

•Etavopivat transitioned from phase 2 to phase 3 trial in the ongoing seamless phase 2/3 HIBISCUS trial, investigating the safety and efficacy of etavopivat in adults and adolescents with sickle cell disease.

Clinical progress

•Phase 3a trial, HERMES, investigating ziltivekimab in people with HfpEF was initiated.

•Novo Nordisk acquired ocedurenone, a phase 3 oral administrated small molecule, non-steroidal mineralocorticoid receptor antagonist for treatment of patients with uncontrolled hypertension and advanced CKD.

•Phase 1/2 trial investigating the ability of cell therapy HS-001 to restore heart function in people with advanced heart failure was initiated in collaboration with Heartseed.

•Phase 1 trial investigating ANGPTL3 mAb in people with cardiovascular disease was initiated.

•Phase 1 trial investigating the ability of cell therapy STEM-PD to restore dopamine nerve cells lost in the brain of people with Parkinson’s was initiated in collaboration with Lund University.

•Phase 1 trial investigating STAT3 in people with tumour-associated immune cells was initiated.

•Phase 1 trial investigating VAPi-1 in people with MASH was initiated.


			Novo Nordisk Annual Report 2023			Introducing Novo Nordisk Strategic Aspirations Risks Management Consolidated statements Additional information			29

Patent status for products with marketing authorisation

The patent expiry dates for products marketed by Novo Nordisk1 are shown in the tables on the right. The dates provided are for expiry in the US, China, Japan and Europe of patents on the active ingredient, unless otherwise indicated, and include actual

and estimated extensions of patent term, when applicable. For several products, in addition to the active ingredient patent, Novo Nordisk holds other patents on manufacturing processes, formulations

or uses that may be relevant for exclusivity beyond the expiration of the active ingredient patent. Furthermore, regulatory data protection and/or orphan exclusivity may apply.


1. This overview does not include products whose sales represent less than 0.5% of Novo Nordisk’s total sales. 2. Patent status varies from country to country. The figures in the table are based on Germany. 3. Modern insulins are NovoRapid® (NovoLog®), NovoMix® 30 (NovoLog® Mix 70/30), Levemir®. 4. We have granted and pending patents covering the Victoza® formulation. These patents generally expire in November 2024, except for the US where the formulation patent expires in February 2026. 5. Patent term extension until 2027 may apply. 6. Formulation patent; active ingredient patent has expired.


Product	US	China	Japan	Europe2
Human insulin and Modern insulins3	Expired	Expired	Expired	Expired
Victoza®4	Expired	Expired	Expired	Expired
Tresiba®	2029	2024	2027	2028
Ryzodeg®	2029	2024	20245	2028
Xultophy®	2029	2024	20245	2028
Fiasp®	20306	20306	20306	20306
Ozempic®	2032	2026	2031	2031
Rybelsus®	2032	2026	2031	2031

Product

China

Japan

Europe2

Saxenda®

Expired

Wegovy®

2032

2026

2031

Product

China

Japan

Europe2

Norditropin® (SimpleXx®)

Expired

NovoSeven®

Expired

NovoEight®

No
patent

Refixia®

(REBINYN®)

2028

2027

2032

2027

Esperoct®

2032

2029

2034

Vagifem®

10 mcg

Expired

No
patent

Expired


			Novo Nordisk Annual Report 2023			Introducing Novo Nordisk Strategic Aspirations Risks Management Consolidated statements Additional information			30

COMMERCIAL EXECUTION

Stepping up to serve more patients
in the face of unprecedented demand

Demand for Novo Nordisk medicines is soaring, driven by a global obesity epidemic and exceptional growth in the GLP-1 market. This has resulted in a record number of people being treated with our medicines, but also supply constraints. In response, we are significantly ramping up production capacity and have introduced clear prioritisation principles to ensure broad and equitable distribution of our products.

Our centenary year has been characterised by extraordinary growth, driven by surging global demand for our medicines. Faced with these unprecedented circumstances, we have reshaped our commercial execution strategy to best serve the record number of patients who rely on our medicines. By ensuring supply for patients in the greatest need while continuing to bring innovation to people living with serious chronic diseases all over the world, we aim to balance our financial and societal responsibilities.

Finding parity between the value we create and the values we aspire to has required some radical changes to normal commercial practices, along with a different mindset among sales staff. In many ways, we have rewritten the traditional rulebook for product launches by placing greater focus on the equitable distribution of limited supplies between different geographies and patient groups.

Our top priority is that patients currently on Novo Nordisk medicines continue to have uninterrupted access to an appropriate treatment option. We are also focusing on introducing new treatments to new markets in a more measured way, aligned

with our unwavering commitment to deliver innovation to as many patients across the globe as possible.

At the same time, we are investing heavily in new and upgraded production facilities in Denmark and other countries, increasing our capacity to meet current and future demand for our treatments and laying the foundation for sustainable long-term growth.

These investments include a record DKK 42 billion expansion of our flagship production site in Kalundborg, Denmark, which is already producing half of the world’s entire supply of insulin. Outside of Denmark, we are more than doubling the production footprint of our long-established facilities in Chartres, France, with investments totalling DKK 17 billion. Both projects will include state-of-the-art, multi-product facilities to accommodate current and future products and processes.

With construction under way on these major expansion projects, we strive to operate our facilities across the globe 24/7. In the past year, we have delivered more products to more patients than ever before, but such is the scale of demand that we expect periodic supply constraints to continue into 2024.

STRATEGIC ASPIRATIONS 2025

1.Strengthen diabetes leadership

– aim at global value market

share of more than 1/3

2.More than DKK 25 billion in

Obesity sales by 2025

3.Secure a sustained growth

outlook for Rare Disease


			Novo Nordisk Annual Report 2023			Introducing Novo Nordisk Strategic Aspirations Risks Management Consolidated statements Additional information			31

Strengthening diabetes leadership

with strong GLP-1-based product growth

We have extended our leadership in diabetes care and increased our value market share by 1.9 percentage points to 33.8% in 2023, fuelled by strong uptake of the GLP-1-based products Ozempic® and Rybelsus® in both North America and International Operations.

Ozempic® is now the world’s biggest-selling diabetes medicine. Available as a once-weekly injection, it is contributing to a major shift in treatment for type 2 diabetes. At the same time, our oral GLP-1-based therapy, Rybelsus®, is gaining ground by offering patients with type 2 diabetes an intervention without injections. Demand for these two products has grown to unprecedented levels, helping to generate record sales growth despite supply constraints and a decline in demand for the first-generation GLP-1-based product Victoza®.

Although competition is increasing, Novo Nordisk remains the market leader in the GLP-1 market with a value share of 54.8%, broadly steady compared to 2022 where our value share stood at 54.9%.

The high demand for our GLP-1-based medicines is partly fuelled by a growing understanding of the importance of the class among healthcare professionals, patients and payers. This includes a recognition that certain GLP-1-based therapies

are not only highly effective options for controlling blood sugar levels, but may also offer significant benefits in terms of reducing weight and cardiovascular risks – positive effects now reflected in international treatment guidelines.

Despite declining sales of insulin in key markets, reflecting both pricing pressures and lower volumes in some geographies, Novo Nordisk’s insulin value market share remains little changed from 12 months earlier, at 43.9%, compared to 44.6% in 2022.

Across International Operations, insulin is still an important and growing segment, although insulin sales in China have been adversely impacted since the introduction of Volume Based Procurement in mid-2022. The US has also experienced a decline in overall volumes and a decrease in realised prices due to channel / payer mix and higher rebates.

Nevertheless, in a global diabetes market driven by high GLP-1 growth, we are uniquely positioned to maintain and strengthen our leadership in this sector and have already met our target of securing value market share of at least one-third by 2025.


			Novo Nordisk Annual Report 2023			Introducing Novo Nordisk Strategic Aspirations Risks Management Consolidated statements Additional information			32

Controlled launches for

market-leading obesity therapy

Surging demand, limited supply and unprecedented global media attention on our ground-breaking obesity treatment, Wegovy®, have brought significant challenges – as well as exciting long-term opportunities.

Demand for Wegovy® is still growing strongly in the US, its first launch market, and we have taken proactive steps to conduct controlled and limited roll-outs in other major markets, with the goal of reaching the patients in greatest need of the therapy despite ongoing supply constraints.

“Novo Nordisk is also reserving a share of Wegovy® supply in each new launch market for patients who cannot afford to pay for the product out of pocket.”

In the UK, for example, Wegovy® is now available in specialist National Health Service weight management services for people who meet strict criteria, or else privately through a registered healthcare professional. UK physicians are being urged to prescribe responsibly and Novo Nordisk is also reserving a share of Wegovy® supply in each new launch market for patients who cannot afford to pay for the product out of pocket.

The success of Wegovy®, which builds on our experience with our first-generation GLP-1-based obesity product Saxenda®, means that Novo Nordisk has captured most of the growth and gained a clear leadership position in the obesity market. The sector remains extremely dynamic, with new players lining up to enter the space amid a growing appreciation that medicines tackling obesity have the potential to boost public health and cut long-term healthcare costs.

Globally, the number of people living with obesity has almost tripled since 1975 and is set to reach over 1.2 billion adults by 2030. The causes of obesity are complex and its consequences far-reaching because, so often, it puts people on a path to other diseases – not only diabetes, but also heart and liver diseases, cancers and many more.

Today, only one in 10 people living with obesity seek professional medical help – and only one in five of those receive treatment with a weight management medication. But attitudes are changing fast. The past two years have been characterised by a growing understanding among both the medical community and the public of the critical need to treat obesity, while an increasing number of people living with the disease are actively seeking support. We want to understand more about their journey and how we can continue to help them maintain their long-term progress towards better health.


			Novo Nordisk Annual Report 2023			Introducing Novo Nordisk Strategic Aspirations Risks Management Consolidated statements Additional information			33

Targeting sustainable growth

in Rare Disease

Expanding our production

capacity to meet demand

Our Rare Disease unit had a challenging year, with sales decreasing by 15% as Norditropin®, our long-established treatment for growth disorders, was impacted by supply constraints due to a temporary reduction in manufacturing output. Sales of rare blood disorder products, meanwhile, were up 1% as a decline in NovoSeven® and NovoEight® sales was offset by growing demand for our newer haemophilia A and B therapies, Esperoct® and Refixia®.

Despite the challenges encountered this year, we remain confident that our rich pipeline in rare disease can bring growth back on track. The line-up of new therapies includes significant advances in both rare blood and endocrine disorders. Next-generation treatments – including Mim8 and Alhemo® in haemophilia – will add to growth in the medium term, while accelerated internal innovation and external business development will help us to build our presence in other rare disease areas of high unmet need, such as sickle cell disease.

In the rare endocrine space, our once-weekly treatment Sogroya® offers a new opportunity for people living with growth hormone deficiency by removing the burden of daily injections and offering demonstrated efficacy. .

Tackling the supply problems that prevent us from meeting the growing demand for our products is a top priority for Novo Nordisk. We know we must do more to ramp up capacity, and our colleagues in production are working around the clock to get additional supplies onto pharmacy shelves and into the hands of patients.

In the past year we have announced investments totalling more than DKK 75 billion into expanding capacity across our global network of production sites – including major expansions of our facilities in Kalundborg, Denmark, and Chartres, France, and the acquisition of a brownfield development and production site in Athlone, Ireland. There are, however, limits to how rapidly we can translate these investments into making more medicines that are ready for shipment. Pharmaceutical production must adhere to the highest possible standards, and we will never compromise on safety and quality for the sake of speed. In the meantime, we strive to operate our global manufacturing facilities 24/7 to maximise output from the current production base.

We are also thinking strategically about ways to remove bottlenecks in the supply chain. For example, we are seeking to alleviate pressure on device supplies by introducing our medicines in once-weekly rather than daily formulations, and we are exploring ways to reduce the reliance on single-use injection devices.


			Novo Nordisk Annual Report 2023			Introducing Novo Nordisk Strategic Aspirations Risks Management Consolidated statements Additional information			34

FINANCIALS

2023 performance and 2024 outlook

Financial performance

Sales increased by 31% measured in Danish kroner and by 36% at CER to DKK 232,261 million in 2023. Novo Nordisk's 2023 sales and operating profit performance measured at CER were within the ranges provided in November 2023. The free cash flow, effective tax rate, capital expenditure as well as depreciation, amortisation and impairment losses were all in line with the guidance.

Geographic sales development

Sales in North America Operations increased by 50% measured in Danish kroner and by 54% at CER.

Sales in International Operations increased by 11% measured in Danish kroner and by 16% at CER. Sales in EMEA increased by 15% measured in Danish kroner and by 17% at CER. Sales in Region China increased by 3% measured in Danish kroner and by 11% at CER. Sales in Rest of World increased by 11% measured in Danish kroner and by 15% at CER.

Sales development across therapeutic areas

Sales in Diabetes care increased by 24% measured in Danish kroner and by 29% at CER. Sales of Obesity care products, Wegovy® and Saxenda®, increased by 147% measured in Danish kroner and by 154% at CER. Sales of Rare disease products decreased by 16% measured in Danish kroner and by 15% at CER.

In the following sections, unless otherwise noted, market data are based on moving annual total (MAT) from November 2022 and November 2023 provided by the independent data provider IQVIA.

Diabetes care

Sales in Diabetes care increased by 24% measured in Danish kroner and by 29% at CER to DKK 173,466 million driven by growth of GLP-1-based products. Novo Nordisk has improved the global diabetes value market share over the last 12 months to 33.8% from 31.9%.

The market share increase was driven by market share gains in both North America Operations and International Operations.

GLP-1-based therapy for type 2 diabetes

Sales of GLP-1-based products for type 2 diabetes (Rybelsus®, Ozempic® and Victoza®) increased by 48% measured in Danish kroner and by 52% at CER to DKK 123,132 million. The estimated global GLP-1 share of total diabetes prescriptions has increased to 6.0% compared with 4.5% 12 months ago. Novo Nordisk continues to be the global market leader in the GLP-1 segment with a 54.8% value market share.

Rybelsus® sales increased by 66% measured in Danish kroner and by 71% at CER to DKK 18,750 million. Sales growth was driven by North America Operations as well as EMEA and Rest of World.

Ozempic® sales increased by 60% measured in Danish kroner and by 66% at CER to DKK 95,718 million. Sales growth was driven by both North America Operations and International Operations. Sales growth has resulted in periodic supply constraints and related drug shortage notifications across geographies.


			Novo Nordisk Annual Report 2023			Introducing Novo Nordisk Strategic Aspirations Risks Management Consolidated statements Additional information			35

Victoza® sales decreased by 30% measured in Danish kroner and by 28% at CER to DKK 8,664 million as the GLP-1 market is moving towards once-weekly and tablet-based treatments. The sales decline was mainly driven by North America Operations.

Insulin sales

Sales of insulin decreased by 9% measured in Danish kroner and by 6% at CER to DKK 48,022 million. Sales decline at CER was driven by declining sales in the US and Region China.

Obesity care

Sales of Obesity care products, Wegovy® and Saxenda®, increased by 147% measured in Danish kroner and by 154% at CER to DKK 41,632 million. Sales growth was driven by both North America Operations and International Operations. Wegovy® has now been launched in the US, Denmark, Norway, Germany, the UK, Iceland, Switzerland and the United Arab Emirates. The volume growth of the global branded obesity market was 116% in 2023.

Rare Disease

Sales of Rare Disease products decreased by 16% measured in Danish kroner and by 15% at CER to DKK 17,163 million.

Rare blood disorders

Sales of Rare blood disorder products increased by 1% measured in Danish kroner and by 3% at CER to DKK 11,776 million driven by the extended half-life products in haemophilia B and A, partially countered by NovoSeven®.

Rare endocrine disorders

Sales of Rare endocrine disorder products decreased by 46% measured in Danish kroner and by 47% at CER to DKK 3,836 million reflecting a reduction in manufacturing output. Novo Nordisk is working on re-establishing supply of rare endocrine disorder products. Sogroya® has now been launched in five countries, and the initial feedback from patients and physicians is encouraging. Novo Nordisk has a value market share of 19.3% (MAT) in the global human growth disorder market.

Development in costs and operating profit

The cost of goods sold increased by 26% measured in Danish kroner and by 28% at CER to DKK 35,765 million, resulting in a gross margin of 84.6% measured in Danish kroner compared with 83.9% in 2022. The increase in gross margin reflects a positive product mix, driven by increased sales of GLP-1-based treatments. This is partially countered by costs related to ongoing capacity expansions, a negative currency impact and lower realised prices mainly in the US and Region China.

Sales and distribution costs increased by 23% measured in Danish kroner and by 26% at CER to DKK 56,743 million. The increase in costs is driven by both North America Operations and International Operations. In North America Operations, the cost increase is driven by the relaunch of Wegovy® and promotional activities for Ozempic®. In International Operations, the increase is mainly related to promotional activities for Rybelsus® as well as Obesity care market development activities. The increase in sales and distribution costs is impacted by adjustments to legal provisions.

Research and development costs increased by 35% measured in Danish kroner and by 37% at CER to DKK 32,443 million reflecting increased late-stage clinical trial activity and increased early research activities compared to 2022. The acquisition of Forma Therapeutics Inc. in 2022 and Inversago Pharma also increased R&D spending.

Administration costs increased by 9% measured in Danish kroner and by 11% at CER to DKK 4,855 million.

Other operating income and expenses (net) was DKK 119 million compared with DKK 1,034 million in 2022, mainly driven by lower income from partnerships related to Dicerna Pharmaceuticals Inc.

Operating profit increased by 37% measured in Danish kroner and by 44% at CER to DKK 102,574 million reflecting the sales growth.


			Novo Nordisk Annual Report 2023			Introducing Novo Nordisk Strategic Aspirations Risks Management Consolidated statements Additional information			36

Financial items (net) and tax

Financial items (net) showed a net gain of DKK 2,100 million compared with a net loss of DKK 5,747 million in 2022, reflecting gains on hedged currencies, primarily the US dollar.

In line with Novo Nordisk’s treasury policy, the most significant foreign exchange risks for Novo Nordisk have been hedged, primarily through foreign exchange forward contracts. The foreign exchange result was a gain of DKK 1,652 million compared with a net loss of DKK 4,651 million in 2022.

As per the end of December 2023, a positive market value of financial contracts of approximately DKK 1.6 billion has been deferred for recognition in 2024.

The effective tax rate was 20.1% in 2023 compared with an effective tax rate of 19.6% in 2022.

Net profit increased by 51% to DKK 83,683 million and diluted earnings per share increased by 52% to DKK 18.62.

Cash flow and capital allocation

Free cash flow realised in 2023 was DKK 68.3 billion compared with DKK 57.4 billion in 2022 supporting the strategic aspiration to deliver attractive capital allocation to shareholders. The cash conversion in 2023 is positively impacted by timing of payment of rebates in the US, including provisions related to the revised 340B distribution policy in the US. Income under the 340B Program has been partially recognised.

Capital expenditure for property, plant and equipment was DKK 25.8 billion compared with DKK 12.1 billion in 2022.

2024 outlook

Sales growth is expected to be 18% to 26% at CER. Given the current exchange rates versus the Danish krone, sales growth reported in DKK is expected to be around 1 percentage point lower than at CER.

The guidance reflects expectations for sales growth in both North America Operations and International Operations, mainly driven by volume growth of GLP-1-based treatments for Obesity and Diabetes care. Intensifying competition and continued pricing pressure within Diabetes and Obesity Care are included in the guidance.

Following higher than expected volume growth in recent years, including GLP-1-based products such as Ozempic® and Wegovy®, combined with the expectation of continued volume growth and capacity limitations at some manufacturing sites, the outlook also reflects expected continued periodic supply constraints and related drug shortage notifications across a number of products and geographies. Novo Nordisk is investing in internal and external capacity to increase supply both short and long term. Novo Nordisk started gradually increasing the supply of the lower dose strengths of Wegovy® in the US in January 2024. A gradual roll-out of Wegovy® with capped volumes in International Operations is included in the guidance.

Operating profit growth is expected to be 21% to 29% at CER. Given the current exchange rates versus the Danish krone, growth reported in DKK is now expected to be around 2 percentage points lower than at CER. The expectation for operating profit growth primarily reflects the sales growth outlook and continued investments in future and current growth drivers within Research, Development and Commercial. Within R&D, investments are related to the continued expansion and progression of the early and late-stage pipeline. Commercial investments are mainly related to Obesity care market development activities as well as increased spend related to GLP-1 diabetes care.

Novo Nordisk now expects financial items (net) to amount to a gain of around DKK 1.3 billion, mainly reflecting gains associated with foreign exchange hedging contracts as well as interest gains from cash and marketable securities.

The effective tax rate for 2024 is expected to be in the range of 19-21%.

Capital expenditure is expected to be around DKK 45 billion in 2024 reflecting the expansion of the supply chain, including the previously communicated expansions of the manufacturing facilities in Kalundborg and Hillerød, Denmark, and Chartres, France. The investments in Kalundborg will create additional capacity across the entire global value chain from manufacturing of active pharmaceutical ingredients (API) to packaging, with the majority invested in API capacity. The API facility will be designed as a multi-product facility with flexibility to accommodate current and future processes. In Hillerød, the investments will create additional production capacity of API within Cardiovascular & Emerging Therapy Areas. The expansion of the production facilities in Chartres are related to additional aseptic production and finished production processes. In the coming years, the capital expenditure to sales ratio is still expected to be low double digit.

Depreciation, amortisation and impairment losses are expected to be around DKK 10 billion.


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The free cash flow is expected to be DKK 64-74 billion reflecting the sales growth, a favourable impact from rebates in the US countered by investments in capital expenditure.

All of the above expectations are based on assumptions that the global or regional macroeconomic and political environment will not significantly change business conditions for Novo Nordisk during 2024, including energy and supply chain disruptions, the potential implications from major healthcare reforms and legislative changes as well as outcome of legal cases including litigations related to the 340B Drug Pricing Program in the US, and that the currency exchange rates, especially the US dollar, will remain at the current level versus the Danish krone. Neither does the guidance include the financial implications of any new significant business development transactions and significant impairments of intangible assets during 2024.


Expectations are as reported, if not otherwise stated			Expectations 31 January 2024
Sales growth
at CER			18% to 26%
as reported			Around 1 percentage point lower than at CER
Operating profit growth
at CER			21% to 29%
as reported			Around 2 percentage points lower than at CER
Financial items (net)			Gain of around DKK 1.3 billion
Effective tax rate			19% to 21%
Capital expenditure (PP&E)			Around DKK 45 billion
Depreciation, amortisation and impairment losses			Around DKK 10 billion
Free cash flow (excluding impact from business development)			DKK 64-74 billion

Novo Nordisk has hedged expected net cash flows in a number of invoicing currencies and, all other things being equal, movements in key invoicing currencies will impact Novo Nordisk’s operating profit as outlined in note 4.4 on Financial risks.

Forward-looking statements

Novo Nordisk’s reports filed with or furnished to the US Securities and Exchange Commission (SEC), including this statutory Annual Report 2023 and Form 20-F, which are both expected to be filed with the SEC in January 2024 in continuation of the publication of this Annual Report 2023, and written information released, or oral statements made, to

the public in the future by or on behalf of Novo Nordisk, may contain forward-looking statements. Words such as ‘believe’, ‘expect’, ‘may’,

‘will’, ‘plan’, ‘strategy’, ‘prospect’, ‘foresee’, ‘estimate’, ‘project’, ‘anticipate’, ‘can’, ‘intend’, ‘target’ and other words and terms of similar meaning

in connection with any discussion of future operating or financial performance identify forward-looking statements. Examples of such forward-looking statements include, but are not limited to:

• statements of targets, plans, objectives or goals for future operations, including those related to Novo Nordisk’s products, product research, product development, product introductions and product approvals

as well as cooperation in relation thereto,

• statements containing projections of or targets for revenues, costs, income (or loss), earnings per share, capital expenditures, dividends, capital structure, net financials and other financial measures,

• statements regarding future economic performance, future actions and outcome of contingencies, such as legal proceedings, and

• statements regarding the assumptions underlying or relating to such statements.

In this Annual Report 2023, examples of forward-looking statements can be found under the section related to our ‘Strategic Aspirations’ and elsewhere. These statements are based on current plans, estimates and

projections. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific. Novo Nordisk cautions that a number of important factors, including those described in this Annual Report 2023, could cause actual results to differ materially from those contemplated in any forward-looking statements.

Factors that may affect future results include, but are not limited to, global as well as local political and economic conditions, such as interest rate and currency exchange rate fluctuations, delay or failure of projects related to research and/or development, unplanned loss of patents, interruptions of supplies and production, including as a result of interruptions or delays affecting supply chains on which Novo Nordisk relies, shortages of supplies, including energy supplies, product recalls, unexpected contract breaches or terminations, government-mandated or market-driven price decreases for Novo Nordisk’s products, introduction of competing products, reliance on information technology including the risk of cybersecurity breaches, Novo Nordisk’s ability to successfully market current and new products, exposure to product liability and legal proceedings and investigations, changes in governmental laws and related interpretation thereof, including on reimbursement, intellectual property protection and regulatory controls on testing, approval, manufacturing and marketing, perceived or actual failure to adhere to ethical marketing practices, investments in and divestitures of domestic and foreign companies, unexpected growth in costs and expenses, strikes and other labour market disputes, failure to recruit and retain the right employees, failure to maintain a culture of compliance, epidemics, pandemics or other public health crises, effects of domestic or international crises, civil unrest, war or other conflict and factors related to the foregoing matters and other factors not specifically identified herein.

For an overview of some, but not all, of the risks that could adversely affect Novo Nordisk’s results or the accuracy of forward-looking statements in this Annual Report 2023, reference is made to the overview of risk factors in ‘Risk management’ of this Annual Report 2023.


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1. Treasury shares are included; however, voting rights of treasury shares cannot be exercised. 2. Novo Holdings A/S’s registered address is Tuborg Havnevej 19, DK-2900 Hellerup, Denmark. 3. Split of shareholders is denoted according to the location of legal deposit-owners.

Unless required by law, Novo Nordisk has no duty and undertakes

no obligation to update or revise any forward-looking statement after the distribution of this Annual Report 2023, whether as a result of new information, future events, or otherwise.

Shares and capital structure

Through open and proactive communication, Novo Nordisk aims to provide the basis for fair and efficient pricing of our shares.

Share capital and ownership

Novo Nordisk’s share capital of DKK 451 million is divided into A and B share capital. The A and B shares are calculated in units of DKK 0.10, amounting to 4.51 billion shares. The A share capital, consisting of 1,075 million shares, has a nominal value of DKK 107,487,200 and the B share capital, consisting of 3,435 million shares, has a nominal value of DKK 343,512,800. Each A share of a nominal value of DKK 0.10 carries 100 votes and each B share of a nominal value of DKK 0.10 carries 10 votes. Novo Nordisk’s B shares are listed on Nasdaq Copenhagen and on the New York Stock Exchange (NYSE) as American Depository Receipts (ADRs).

The general meeting has authorised the Board of Directors to distribute extraordinary dividends, issue new shares in accordance with the Articles of Association and repurchase shares in accordance with authorizations granted.

The company’s A shares are not listed and are held by Novo Holdings A/S2, a Danish public limited liability company wholly owned by the Novo Nordisk Foundation. According to the Articles of Association of the Foundation, the A shares cannot be divested. Special rights attached to A shares include pre-emptive subscription rights in the event of an increase in the A share capital and pre-emptive purchase rights in the event of a sale of A shares, while B shares take priority for liquidation proceedings. A shares take priority for dividends below 0.5%, and B shares take priority

for dividends between 0.5 and 5%. However, in practice, A and B shares receive the same amount of dividend per share.

As of 31 December 2023, Novo Holdings A/S held a B share capital of nominal value of DKK 19,018,300. Together with the A shares, Novo Holdings A/S’s total ownership amounted to a nominal value of DKK 126,505,500. Novo Holdings A/S ownership is reflected in the ‘Ownership structure’ chart.

There is no complete record of all shareholders; however, based on available sources of information, as of 31 December 2023 it is estimated that shares were geographically distributed as shown in the ‘Geographical split of shareholders’ chart. As of 31 December 2023, the free float of listed B shares was 92.96% (of which approximately 12.18% are listed as ADRs), excluding Novo Holdings A/S and Novo Nordisk’s holding of shares. As of 31 December 2023, Novo Holdings A/S and Novo Nordisk’s holding of B shares equaled 241,895,054 shares and had a nominal value of DKK 24,189,505. For details about the share capital, see note 4.2 to the consolidated financial statements.


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Capital structure

Novo Nordisk’s Board of Directors and Executive Management consider that the current capital and share structure of Novo Nordisk serve the interests of the shareholders and the company well. Novo Nordisk’s capital structure strategy offers a balance between long-term shareholder value creation and competitive shareholder return in the short term.

In 2021, the capital structure was adjusted following Novo Nordisk’s Eurobond issuance with an aggregate principal amount of EUR 1.3 billion. In 2022, Novo Nordisk issued Eurobonds in the amount of EUR 1.5 billion. The total outstanding Eurobonds in 2023 amounted to EUR 2.8 billion.

Dividend policy

The company’s dividend policy applies a pharmaceutical industry benchmark to ensure a competitive payout ratio for dividend payments, which are complemented by share repurchase programmes. The final dividend for 2022 paid in March 2023 was equal to DKK 4.08 per A and

B share of DKK 0.10 as well as for ADRs. The total dividend for 2022 was DKK 6.20 per A and B share of DKK 0.10, corresponding to a payout ratio of 50.3%. The 2022 pharma peer group average was 46.5%.

In August 2023, an interim dividend was paid equaling DKK 3.00 per

A and B share of DKK 0.10 as well as for ADRs. For 2023, the Board of Directors will propose a final dividend of DKK 6.40 to be paid in March 2024, equivalent to a total dividend for 2023 of DKK 9.40 and a payout ratio of 50.19%. The company expects to distribute an interim dividend in August 2024. Further information regarding this interim dividend will be announced in connection with the financial report for the first six months of 2024. Dividends are paid from distributable reserves. Novo Nordisk does not pay a dividend on its holding of treasury shares.

4. Regulation (EU) 596/2014.

Share repurchase programme for 2023/2024

During the twelve-month period beginning 1 February 2023, Novo Nordisk repurchased shares worth DKK 30 billion. The share repurchase programme has primarily been conducted in accordance with the safe harbour rules in the EU Market Abuse Regulation (MAR)4.

For the next 12 months, Novo Nordisk has decided to implement a new share repurchase programme. The expected total repurchase value of B shares, for the 12 months beginning 2024, amounts to a cash value of up to DKK 20 billion. The total programme may be reduced in size if significant business development opportunities arise during 2024. Novo Nordisk expects to conduct the majority of the new share repurchase programme according to the safe harbour rules in MAR. At the Annual General Meeting in March 2024, the Board of Directors will propose a further reduction in the company’s B share capital, corresponding to approximately 1.0% of the total share capital, by cancelling 45 million treasury shares.

Share price development

The Novo Nordisk price of the B share of a nominal value of DKK 0.20 was end of December 2022 DKK 938.00. Following the two-for-one stock split in September 2023, the B share price of a nominal value of DKK 0.10 was end of December 2023 DKK 698.10. The comparable share prices for B shares with a nominal value of DKK 0.10 were DKK 469.00 and DKK 698.10 at the end of 2022 and 2023 respectively, an increase of 48.8 %. The total market value of Novo Nordisk’s B shares, excluding treasury shares

and Novo Holdings A/S shares, was DKK 2,229,925,434,103, as of To be a sustainable business, we must remain responsive to evolving expectations and seize strategic opportunities as they arise.

29 December 2023.


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Risk management

Managing risks rigorously and systematically is crucial to our ability to create and protect value.

We apply a dual-lensed approach to risk management. This means we identify and mitigate both operational risks that pose a threat to our short- to medium-term plans, as well as strategic risks that could reduce our ability to achieve our corporate strategy over the long term.

Addressing risks in our strategic planning

Scenario and risk-thinking exercises are part of our strategic planning. They include analyses of market dynamics, as well as impacts from socioeconomic, environmental, geopolitical and political developments that present risks or opportunities for our business. Annually, Executive Management and the Board of Directors review a strategic risk profile. The main strategic risks are:

Innovation and competition

Novo Nordisk faces a concentration risk with multiple brands being dependent on the semaglutide compound as the active pharmaceutical ingredient. To remain competitive in the long term and thereby mitigate the innovation risk, we invest in internal and external pipeline opportunities to ensure patients receive improved treatments.

Production capacity and supply chain risks

Demand fluctuations, resource shortages, geopolitical instability, trade disputes and local manufacturing requirements are all factors that can pressure global supply chains. Furthermore, expanding production capacity is complex and associated with a long lead time. Therefore,

planning and management of our production capacity and supply chain are key to mitigate this risk.

Access and affordability

Access to affordable care is a global issue as healthcare systems struggle to provide quality care at a sustainable cost, while the burden of chronic diseases keeps rising. Ensuring access and affordability is a risk and responsibility Novo Nordisk shares with all involved in healthcare. We recognise that we cannot defeat chronic diseases alone, but to mitigate the risk we can accelerate our actions to find solutions in collaboration with relevant stakeholders.

Digital disruption

New digital technologies could bring new competitors into the pharmaceutical industry. They also provide an opportunity for us to deliver more value to our stakeholders and help patients live a life with fewer limitations. Digital health solutions bring new risks, particularly regarding data regulation and privacy, as well as potential quality issues. We strive to monitor and mitigate these risks in close collaboration with relevant partners.

Environmental impact

Novo Nordisk has an impact on the environment and changes to the climate could potentially have an impact on Novo Nordisk’s business.

As part of our ‘zero environmental impact’, we assess, monitor and mitigate these risks throughout our value chain.

Ethics and compliance

Our commitment to ethics and compliance remains at the forefront of all our operations. Any inability to uphold our ethical standards could lead to reputational implications, with potential effects on market access

and pricing negotiations. Our values, encapsulated in the Novo Nordisk Way, guide every decision we make. OneCode, our code of conduct, further empowers us to conduct our operations responsibly. These guidelines help us to maintain integrity, thereby enabling us to fulfil our purpose effectively.

Operational risk management process

In the short- to medium-term, we are exposed to risks throughout our value chain. Some risks are inherent in the pharmaceutical industry, such as delays or failures of potential late-stage medicines in the R&D pipeline. Other risks, such as geopolitical instability, supply disruptions and competitive threats, are familiar to any manufacturing company with global production. We will not compromise on product quality, patient safety and business ethics: these are front and centre of our enterprise-wide risk management set-up. We assess risks as potential financial loss or reputational damage likelihood.

Executive Management, the Board of Directors and the Audit Committee review a risk grid of our biggest operational risks every six months.
This grid is based on insights from management teams across the organisation and includes all types of risks that could cause significant disruptions to the business over a three-year horizon, including potential ESG risks. An overview of our key operational risks, along
with detailed descriptions, is provided on the next page. For more information, see our Corporate Governance Report available at: www.novonordisk.com/about/corporate-governance.html.

Company reputation

On the following page we also include the Novo Nordisk reputation score. This is measured among key stakeholders (i.e. the informed general public, people with diabetes, people with obesity, general practitioners and diabetes specialists) and is an indicator of the extent to which we live up to society’s expectations.


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Key operational risks

Risk area

Description

Impact

Mitigating actions

Research and

Clinical Pipeline

Risks

Findings in clinical activities, regulatory processes or misjudging of commercial potential, leading to delays
or failure of products in the pipeline.

•Patients would not benefit from innovative treatments.

•Could have an adverse impact on sales, profits and market position.

•Pre-clinical and clinical activities to demonstrate safety and efficacy.

•Consultations with regulators to review pre-clinical and clinical findings and obtain guidance on development path.

Product Supply,

Quality and

Safety Risks

Higher-than-expected demand or disruption of product supply due to, e.g. geopolitical instability or quality issues may compromise product availability, ultimately impacting patients and representing a lost commercial opportunity. In addition, there could be risks related to safety and product liability.

•Product shortages could have potential implications for patients.

•Could jeopardise reputation and license to operate if regulatory compliance is not ensured.

•Could have an adverse impact on sales, profits and market position.

•Compromised patient safety and exposure to product liability legal proceedings.

•Significantly expanding global production with multiple facilities and safety stock to reduce supply risk.

•Planning and management of supply chain.

•Regular quality audits of internal units and suppliers to document GMP compliance.

•Identification and correction of root causes when issues are identified. If necessary, products are recalled.

Commercialisation

Risks

Competitive pressures, as well as market dynamics and geopolitical, macroeconomic or healthcare crises (e.g. pandemics) leading to reduced payer ability and willingness to pay.

•Market dynamics could impact price levels and patient access.

•Could have an adverse impact on sales, profits and market position.

•Innovation of novel products, clinical trial data and real-world evidence demonstrate added value of new products.

•Payer negotiations to ensure improved patient access.

•Increased and new access and affordability initiatives.

IT Security

Risks

Disruption to IT systems, such as cyber-attacks or infrastructure failure resulting in business disruption or breach of data confidentiality.

•Could limit our ability to produce and safeguard product quality.

•Could compromise patients’ or other individuals’ privacy.

•Could limit our ability to maintain operations or limit future business opportunities if proprietary information is lost.

•Could have an adverse impact on sales, profits and market position.

•Company-wide information security awareness activities.

•Continuity plans for non-availability of IT systems.

•Company-wide internal audit of IT security controls.

•Detection and protection mechanisms in IT systems and business processes.

Financial

Risks

Exchange rate fluctuations (mainly in USD, CNY, JPY and CAD), disputes with tax authorities and changes to tax legislation and interpretation.

•Could lead to tax adjustments, fines and higher-than-expected tax level.

•Could have an adverse impact on sales and profits.

•Hedging for selected currencies.

•Integrated treasury management.

•Applicable taxes paid in jurisdictions where business activity generates profits and multi-year Advance Pricing Agreements with tax authorities.

We achieved a reputation score
of 82.1 points in 2023 measured
on a scale of 0-100 (0.2 down from 2022). Stable with last year, Novo Nordisk continues to lead our selected industry benchmarks. This excellent reputation score is driven by positive perceptions of our products and services, the most important reputation component, and growing appreciation from the informed general public.

Legal, Patents

and Compliance

Risks

Breach of legislation, industry codes or company policies. Competitors asserting patents against Novo Nordisk or challenging patents critical for protection of commercial product and pipeline candidates.

•Potential exposure to investigations, criminal and civil sanctions and other penalties.

•Could compromise our reputation and the rights and integrity of individuals involved.

•Unexpected loss of exclusivity for, or injunctions against, existing and pipeline products could have an adverse impact on future sales.

•Could have an adverse impact on sales, profits and market position.

•Legal review of key activities.

•Code of Conduct integrated in our business.

•Compliance Hotline in place.

•Internal Audit of compliance with business ethics standards.

•Internal controls to minimise vulnerability to patent infringement and invalidity actions.


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Board of Directors

Helge Lund

Chair

Norwegian. Born October 1962. Male. Member since 20171. Term 2024. Chair of the Nomination Committee and the Chair Committee.

Positions and management duties:

Chair of the board of directors and chair of the people & governance committee of BP p.l.c. Chair of the board of directors of Inkerman AS. Member of the board of directors and member of the remuneration committee of Belron SA. Member of the board of directors of P/F Tjaldur. Operating advisor to Clayton Dubilier & Rice. Member of the board of trustees of the International Crisis Group.

Competencies:

Global corporate leadership; healthcare and pharma industry; finance and accounting; business development, M&A and external innovation sourcing; human capital management; environmental, social and governance (ESG).

Henrik Poulsen

Vice chair

Danish. Born September 1967. Male. Member since 2021. Term 2024. Chair of the Remuneration Committee and member of the Audit Committee and

the Chair Committee.

Positions and management duties:

Chair of the supervisory board, chair of the nomination committee and member of the remuneration committee of Carlsberg A/S. Chair of the board of directors and chair of the nomination & remuneration committee at Faerch A/S.

Member of the board of directors of Novo Holdings A/S. Member of the supervisory board of Bertelsmann SE & Co. KGaA. Senior advisor to A.P. Møller Holding A/S.

Competencies:

Global corporate leadership; finance and accounting; business development, M&A and external innovation sourcing; human capital management; environmental, social and governance (ESG).

Elisabeth Dahl Christensen

Danish. Born November 1965. Female. Member since 2022. Term 2026. Employee representative. Member

of the Remuneration Committee.

Positions and management duties:

Full-time union representative at Novo Nordisk A/S.

Competencies:

Not mapped for employee representatives.

Laurence Debroux

French. Born July 1969. Female. Member since 2019. Term 2024. Chair of the Audit Committee and member of the Remuneration Committee.

Positions and management duties:

Member of the board of directors, chair of the audit committee and member of the ESG committee of Exor N.V. Member of the supervisory board and member of the audit committee of Randstad N.V. Member of the board of directors of HEC Paris Business School and of Kite Insights (The Climate School).

Competencies:

Andreas Fibig

German. Born February 1962. Male. Member since 2018. Term 2024. Member of the Research & Development Committee.

Positions and management duties:

Member of the board of directors of Indigo Agriculture Inc., Evodiabio ApS and ExlService Holdings, Inc. Honorary director of the German American Chamber of Commerce.

Competencies:

Global corporate leadership; healthcare and pharma industry; technology, data and digital; finance and accounting; business development, M&A and external innovation sourcing; human capital management; environmental, social and governance (ESG).

Sylvie Grégoire

Canadian and American. Born November 1961. Female. Member since 2015. Term 2024. Member of the Audit Committee, the Research & Development Committee and the Nomination Committee.

Positions and management duties:

Co-founder and chair of the board of directors of CervoMed, Inc. Member of the board of directors and member of the nominating & corporate governance committee and the compensation & benefits committee of Revvity Inc. Member of the board of directors of

F2G Ltd. Advisor to the Soffinova Telethon Fund.

Competencies:

Global corporate leadership; healthcare and pharma industry; medicine and science; finance and accounting; business development, M&A and external innovation sourcing; human capital management.

1. Helge Lund was also a member of the Board of Directors for one one-year term from 2014-2015.


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Board of Directors (continued)

Liselotte Hyveled

Danish. Born January 1966. Female. Member since 20222. Term 2026. Employee representative. Member of the Research & Development Committee.

Positions and management duties:

Chief patient officer and principal vice president of Patient Voice Strategy & Alliances, Novo Nordisk A/S.

Competencies:

Not mapped for employee representatives.

Mette Bøjer Jensen

Danish. Born December 1975. Female. Member since 2018. Term 2026. Employee representative. Member

of the Audit Committee.

Positions and management duties:

Wash & Sterilisation specialist in

Product Supply, Novo Nordisk A/S.

Competencies:

Not mapped for employee representatives.

Kasim Kutay

British. Born May 1965. Male. Member since 2017. Term 2024. Member of the Nomination Committee and the Research & Development Committee.

Positions and management duties:

CEO of Novo Holdings A/S. Member of the board of directors and member of the nomination and remuneration committee of Novozymes A/S.

Competencies:

Global corporate leadership; healthcare and pharma industry; finance and accounting; business development, M&A and external innovation sourcing; human capital management.

Christina Law

Chinese. Born January 1967. Female. Member since 2022. Term 2024. Member of the Audit Committee.

Positions and management duties:

Group CEO of Raintree Group of Companies. Member of the board of directors of Raintree Group Limited, Raintree Investment Pte Ltd. and Air Liquide S.A. Member of the board of directors and member of the nomination and compensation committee of INSEAD Business School. Member of the board of directors of La Fondation des Champions.

Competencies:

Global corporate leadership; technology, data and digital; business development, M&A and external innovation sourcing; human capital management.

Martin Mackay

American and British. Born April 1956. Male. Member since 2018. Term 2024. Chair of the Research & Development Committee and member of the Remuneration Committee.

Positions and management duties:

Co-founder and executive chairman of Rallybio LLC. Member of the board of directors and member of the science & technology committee and the finance committee of Charles River Laboratories International, Inc.

Competencies:

Global corporate leadership; healthcare and pharma industry; medicine and science; technology, data and digital; business development, M&A and external innovation sourcing; human capital management.

Thomas Rantzau

Danish. Born March 1972. Male.

Member since 2018. Term 2026. Employee representative. Member

of the Nomination Committee.

Positions and management duties:

Lead auditor, Internal Audits,

Novo Nordisk A/S.

Competencies:

Not mapped for employee representatives.

2. Liselotte Hyveled was also an employee-elected member of the Board of Directors for one four-year term from 2014-2018.


			Novo Nordisk Annual Report 2023			Introducing Novo Nordisk Strategic Aspirations Risks Management Consolidated statements Additional information			46

Independence and meeting attendance overview

Meeting attendance in 20233

Name

Independence4

Board of
Directors

Chair
Committee

Audit

Committee10

Nomination
Committee

Remuneration
Committee

R&D
Committee

Helge Lund

Independent

9/9

7/7

3/3

Henrik Poulsen

Not independent5, 6, 7, 9

9/9

7/7

5/5

5/6

Elisabeth Dahl Christensen

Not independent8

9/9

6/6

Laurence Debroux

Independent6, 7, 9

9/9

5/5

6/6

Andreas Fibig

Independent

9/9

4/4

Sylvie Grégoire

Independent6

9/9

5/5

3/3

4/4

Liselotte Hyveled

Not independent8

8/9

4/4

Mette Bøjer Jensen

Not independent6, 8

9/9

5/5

Kasim Kutay

Not independent5

8/9

3/3

4/4

Christina Law

Independent6

9/9

5/5

Martin Mackay

Independent

9/9

6/6

4/4

Thomas Rantzau

Not independent8

9/9

3/3

Board members who stepped down at the Annual General Meeting in March 2023

Jeppe Christiansen

Not independent5

2/2

1/2

3. Number of meetings attended by each Board member out of the total number of meetings within the member’s term. 4. In accordance with recommendation 3.2.1 of the Danish Corporate Governance Recommendations as designated by Nasdaq Copenhagen. 5. Member of the board of directors or executive management of Novo Holdings A/S. 6. Pursuant to the US Securities Exchange Act, Ms Debroux, Ms Grégoire and Ms Law qualify as independent Audit Committee members, while Ms Bøjer Jensen and Mr Poulsen rely on an exemption from the independence requirements. 7. Ms Debroux and Mr Poulsen possess the qualifications within accounting and auditing required under part 8 of the Danish Act on Approved Auditors and Audit Firms. 8. Elected by employees of Novo Nordisk. 9. Designated as financial experts as defined by the US Securities and Exchange Commission (SEC). 10. Collectively, the members have relevant industry expertise.


			Novo Nordisk Annual Report 2023			Introducing Novo Nordisk Strategic Aspirations Risks Management Consolidated statements Additional information			47

Executive Management

Lars Fruergaard Jørgensen11

President and chief executive officer (CEO). Born November 1966. Male.

Other positions and management duties:

President of the European Federation of Pharmaceutical Industries and Associations (EFPIA).

Maziar Mike Doustdar

Executive vice president. International Operations. Born August 1970. Male.

Other positions and management duties:

Member of the board of directors and the personnel and remuneration committee of Orion Corporation.

Ludovic Helfgott

Executive vice president. Rare Disease. Born July 1974. Male.

Other positions and management duties:

President of the Novo Nordisk Haemophilia Foundation Council.

Karsten Munk Knudsen11

Executive vice president. Chief financial officer (CFO). Born December 1971. Male.

Other positions and management duties:

Member of the board of directors, chair of the audit committee and member of the equity & capital markets committee of Hempel A/S. Member of the board of directors and chair of the audit committee of 3Shape Holding A/S.

Doug Langa

Executive vice president. North America Operations. Born October 1966. Male.

Other positions and management duties:

No other management positions.

Martin Holst Lange

Executive vice president. Development. Born October 1970. Male.

Other positions and management duties:

Member of the board of directors of Pharmacosmos A/S.

David Moore

Executive vice president. Corporate Development. Born January 1974. Male.

Other positions and management duties:

Member of the board of directors of Naveris Inc., Radius Health Inc. and Novasenta Inc.

Tania Sabroe

Executive vice president. People & Organisation. Born July 1977. Female.

Other positions and management duties:

No other management positions.

Marcus Schindler

Executive vice president. Research & Early Development and chief scientific officer (CSO). Born September 1966. Male.

Other positions and management duties:

Adjunct Professor of Pharmacology at the University of Gothenburg.

Camilla Sylvest

Executive vice president. Commercial Strategy & Corporate Affairs. Born November 1972. Female.

Other positions and management duties:

Vice chair of the board of directors of Danish Crown A/S. Member of the board of directors of Argenx SE.

Henrik Wulff

Executive vice president. Product Supply, Quality & IT. Born November 1970. Male.

Other positions and management duties:

Member of the board of directors of Grundfos Holding A/S.

11. Lars Fruergaard Jørgensen and Karsten Munk Knudsen are registered as executives with the Danish Business Authority. The other members of Executive Management are not registered as executives with the Danish Business Authority.


			Novo Nordisk Annual Report 2023			Introducing Novo Nordisk Strategic Aspirations Risks Management Consolidated statements Additional information			48


			Novo Nordisk Annual Report 2023			Introducing Novo Nordisk Strategic Aspirations Risks Management Consolidated statements Additional information			49



Consolidated financial statements
Income statement and Statement of comprehensive income		50
Cash flow statement		51
Balance sheet		52
Equity statement		53
Notes to the consolidated financial statements
Section 1
Basis of preparation
1.1	Material accounting policies and key accounting estimates	54
1.2	Changes in accounting policies and disclosures	54
Section 2
Results for the year
2.1	Net sales and rebates	55
2.2	Segment information	56
2.3	Research and development costs	58
2.4	Employee costs	58
2.5	Other operating income and expenses	59
2.6	Income taxes and deferred income taxes	59
Section 3
Operating assets and liabilities
3.1	Intangible assets	61
3.2	Property, plant and equipment	63
3.3	Inventories	64
3.4	Trade receivables	65
3.5	Provisions and contingent liabilities	66



Section 4
Capital structure and financial items
4.1	Earnings per share	68
4.2	Distribution to shareholders	68
4.3	Share capital, Treasury shares and Other reserves	68
4.4	Financial risks	69
4.5	Derivative financial instruments	71
4.6	Borrowings	72
4.7	Cash and cash equivalents	73
4.8	Cash flow statement specifications	73
4.9	Financial assets and liabilities	74
4.10	Financial income and expenses	75
Section 5
Other disclosures
5.1	Share-based payment schemes	76
5.2	Commitments	78
5.3	Acquisition of businesses	78
5.4	Related party transactions	79
5.5	Fees to statutory auditors	79
5.6	General accounting policies	80
5.7	Companies in the Novo Nordisk Group	81
Part of the Management review (not audited)
Financial definitions		82
Non-IFRS financial measures		83



Consolidated ESG statement
Statement of ESG performance		86
Notes to the consolidated ESG statement
Section 6
Basis of preparation		87
Section 7
Environmental performance
7.1	Energy consumption for operations and share of renewable power for production sites	88
7.2	Scope 1, 2 and 3 emissions	88
7.3	Water consumption for production sites	89
7.4	Waste from production sites	89
7.5	Breaches of environmental regulatory limit values	90
Section 8
Social performance
8.1	Patients reached with Novo Nordisk's Diabetes and Obesity care products	90
8.2	Employees	90
8.3	Gender diversity in leadership positions	91
8.4	Sustainable employer score	91
8.5	Health and safety	91
8.6	US pricing	92
8.7	Total tax contribution	92
8.8	Donations and other contributions	92



Section 9
Governance performance
9.1	Business ethics reviews and training	93
9.2	Compliance Hotline	93
9.3	Supplier audits	93
9.4	Product recalls	93
9.5	Failed inspections	93
9.6	Facilitations of the Novo Nordisk Way	94
9.7	Company reputation	94
9.8	Animals purchased for research	94


			Novo Nordisk Annual Report 2023			Introducing Novo Nordisk Strategic Aspirations Risks Management Consolidated statements Additional information			50

Income statement and Statement of comprehensive income

for the year ended 31 December


DKK million	Note	2023	2022	2021
Income statement
Net sales	2.1, 2.2	232,261	176,954	140,800
Cost of goods sold	2.2	(35,765)	(28,448)	(23,658)
Gross profit		196,496	148,506	117,142
Sales and distribution costs	2.2	(56,743)	(46,217)	(37,008)
Research and development costs	2.2, 2.3	(32,443)	(24,047)	(17,772)
Administrative costs	2.2	(4,855)	(4,467)	(4,050)
Other operating income and expenses	2.2, 2.5	119	1,034	332
Operating profit		102,574	74,809	58,644
Financial income	4.10	2,945	239	2,887
Financial expenses	4.10	(845)	(5,986)	(2,451)
Profit before income taxes		104,674	69,062	59,080
Income taxes	2.6	(20,991)	(13,537)	(11,323)
Net profit		83,683	55,525	47,757

Earnings per share
Basic earnings per share (DKK)	4.1	18.67	12.26	10.40
Diluted earnings per share (DKK)	4.1	18.62	12.22	10.37


DKK million	Note	2023	2022	2021
Statement of comprehensive income
Net profit		83,683	55,525	47,757

Other comprehensive income:
Remeasurements of retirement benefit obligations		13	615	146

Items that will not be reclassified subsequently to the income statement		13	615	146

Exchange rate adjustments of investments in subsidiaries	4.3	(1,404)	2,289	1,624
Cash flow hedges:
Realisation of previously deferred (gains)/losses	4.3, 4.5	(1,026)	1,740	(1,802)
Deferred gains/(losses) incurred during the period	4.3, 4.5	1,612	1,026	(1,755)
Other items	4.3	4	(3)	112
Income tax related to these items	2.6, 4.3	(359)	(889)	1,005
Items that will be reclassified subsequently to the income statement		(1,173)	4,163	(816)

Other comprehensive income		(1,160)	4,778	(670)
Total comprehensive income		82,523	60,303	47,087


			Novo Nordisk Annual Report 2023			Introducing Novo Nordisk Strategic Aspirations Risks Management Consolidated statements Additional information			51

Cash flow statement

for the year ended 31 December


DKK million	Note	2023	2022	2021
Cash flow statement
Net profit		83,683	55,525	47,757
Adjustment of non-cash items:
Income taxes in the income statement	2.6	20,991	13,537	11,323
Depreciation, amortisation and impairment losses	3.1, 3.2	9,413	7,362	6,025
Other non-cash items	4.8	32,382	22,310	13,416
Change in working capital	4.8	(12,245)	(5,336)	(9,063)
Interest received		1,072	276	241
Interest paid		(491)	(272)	(261)
Income taxes paid	2.6	(25,897)	(14,515)	(14,438)
Net cash generated from operating activities		108,908	78,887	55,000
Purchase of intangible assets	3.1	(13,090)	(2,607)	(1,050)

Purchase of property, plant and equipment	3.2	(25,806)	(12,146)	(6,335)
Cash used for acquisition of businesses	5.3	—	(7,075)	(18,283)
Proceeds from other financial assets		33	—	—
Purchase of other financial assets		(271)	(169)	(4)
Purchase of marketable securities		(13,018)	(9,566)	(7,109)
Sale of marketable securities		8,260	6,645	1,172


Dividend received from associated companies	5.4	—	—	4
Net cash used in investing activities		(43,892)	(24,918)	(31,605)


DKK million	Note	2023	2022	2021
Purchase of treasury shares	4.3	(29,924)	(24,086)	(19,447)
Dividends paid	4.2	(31,767)	(25,303)	(21,517)
Proceeds from borrowings	4.6	—	11,215	22,160
Repayment of borrowings	4.6	(1,467)	(13,623)	(6,689)
Net cash used in financing activities		(63,158)	(51,797)	(25,493)

Net cash generated from activities		1,858	2,172	(2,098)
Cash and cash equivalents at the beginning of the year		12,653	10,719	12,226

Exchange gains/(losses) on cash and cash equivalents		(119)	(238)	591
Cash and cash equivalents at the end of the year	4.7	14,392	12,653	10,719


			Novo Nordisk Annual Report 2023			Introducing Novo Nordisk Strategic Aspirations Risks Management Consolidated statements Additional information			52

Balance sheet

at 31 December


DKK million	Note	2023	2022
Assets
Intangible assets	3.1	60,406	50,939
Property, plant and equipment	3.2	90,961	66,671
Investments in associated companies		410	327
Deferred income tax assets	2.6	20,380	13,904
Other receivables and prepayments		1,430	206
Other financial assets		1,253	1,016
Total non-current assets		174,840	133,063

Inventories	3.3	31,811	24,388
Trade receivables	3.4	64,770	50,560
Tax receivables		2,423	940
Other receivables and prepayments		8,068	6,005
Marketable securities	4.4	15,838	10,921
Derivative financial instruments	4.5	2,344	2,727
Cash at bank	4.7	14,392	12,653
Total current assets		139,646	108,194

Total assets		314,486	241,257


DKK million	Note	2023	2022
Equity and liabilities
Share capital	4.3	451	456
Treasury shares	4.3	(5)	(6)
Retained earnings		104,839	80,587
Other reserves	4.3	1,276	2,449
Total equity		106,561	83,486

Borrowings	4.6	20,528	24,318
Deferred income tax liabilities	2.6	10,162	7,061
Retirement benefit obligations		742	762
Other liabilities		189	100
Provisions	3.5	6,649	4,590
Total non-current liabilities		38,270	36,831

Borrowings	4.6	6,478	1,466
Trade payables		25,606	15,587
Tax payables		7,116	7,091
Other liabilities		28,705	23,606
Derivative financial instruments	4.5	1,272	2,903
Provisions	3.5	100,478	70,287
Total current liabilities		169,655	120,940
Total liabilities		207,925	157,771

Total equity and liabilities		314,486	241,257


			Novo Nordisk Annual Report 2023			Introducing Novo Nordisk Strategic Aspirations Risks Management Consolidated statements Additional information			53

Equity statement

at 31 December


	2023					2022					2021
DKK million	Share capital	Treasury shares	Retained earnings	Other reserves	Total	Share capital	Treasury shares	Retained earnings	Other reserves	Total	Share capital	Treasury shares	Retained earnings	Other reserves	Total
Balance at the beginning of the year	456	(6)	80,587	2,449	83,486	462	(6)	72,004	(1,714)	70,746	470	(8)	63,774	(911)	63,325

Net profit			83,683		83,683			55,525		55,525			47,757		47,757
Other comprehensive income			13	(1,173)	(1,160)			615	4,163	4,778			146	(816)	(670)
Total comprehensive income			83,696	(1,173)	82,523			56,140	4,163	60,303			47,903	(816)	47,087
Transfer of cash flow hedge reserve to intangible assets (note 4.3)				—	—				—	—				13	13

Transactions with owners:
Dividends (note 4.2)			(31,767)		(31,767)			(25,303)		(25,303)			(21,517)		(21,517)
Share-based payments (note 5.1)			2,149		2,149			1,539		1,539			1,040		1,040
Purchase of treasury shares (note 4.3)		(4)	(29,920)		(29,924)		(6)	(24,080)		(24,086)		(6)	(19,441)		(19,447)
Reduction of the B share capital (note 4.3)	(5)	5			—	(6)	6			—	(8)	8			—
Tax related to transactions with owners			94		94			287		287			245		245
Balance at the end of the year	451	(5)	104,839	1,276	106,561	456	(6)	80,587	2,449	83,486	462	(6)	72,004	(1,714)	70,746

Refer to note 4.3 for details of movements in Other reserves.


			Novo Nordisk Annual Report 2023			Introducing Novo Nordisk Strategic Aspirations Risks Management Consolidated statements Additional information			54

Notes to the consolidated financial statements

Section 1
Basis of preparation

1.1 Material accounting policies and key accounting estimates

The consolidated financial statements included in this Annual Report have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB) and in accordance with IFRS Accounting Standards as endorsed by the EU and further requirements in the Danish Financial Statements Act.

Measurement basis

The consolidated financial statements have been prepared on the historical cost basis except for derivative financial instruments, equity investments, marketable securities and trade receivables in a factoring portfolio, which are measured at fair value.

Material accounting policies

Apart from the general accounting policies, which are described in note 5.6, Novo Nordisk’s accounting policies are described in each of the individual notes to the consolidated financial statements. The accounting policies have been applied consistently in the preparation of the consolidated financial statements for all the years presented.

Key accounting estimates and judgements

The use of reasonable estimates and judgements is an essential part of the preparation of the consolidated financial statements. Given the uncertainties inherent in Novo Nordisk’s business activities, Management must make certain estimates regarding valuation and make judgements on the reported amounts of assets, liabilities, net sales, expenses and related disclosures.

The key accounting estimates identified are those that have a significant risk of resulting in a material adjustment to the carrying amount of assets and liabilities in the following reporting period. An example being the estimation of US sales deductions and provisions for sales rebates.

When determining estimates and assumptions, Management has assessed the qualitative and quantitative impact of climate-related matters. It is Management’s assessment that the effect of climate-related matters does not significantly impact estimates and assumptions.

Management bases its estimates on historical experience and various other assumptions that are held to be reasonable under the circumstances. The estimates and underlying assumptions are reviewed on an ongoing basis. If necessary, changes are recognised in the period in which the estimate is revised. Management considers the key accounting estimates to be reasonable and appropriate based on currently available information. The actual amounts may differ from the amounts estimated as more detailed information becomes available.

In addition, Management may make certain judgements in the process of applying the entity’s accounting policies, for example the classification of a transaction as an asset acquisition or a business combination.

Management regards those listed below as the key accounting estimates applied in the preparation of the consolidated financial statements. Refer to the specific notes for further information on the key accounting estimates as well as assumptions applied. Management did not identify material judgements made in the current reporting period apart from those involving estimations.

Key accounting estimates

Risk

Note(s)

Estimate of US sales deductions and provisions for sales rebates

High

2.1, 3.5

Estimate in determining the fair value of intangible assets and assessment of impairment of intangible assets

Medium

3.1

Estimate regarding deferred income tax assets and provision for uncertain tax positions

Medium

2.6

Estimate of ongoing legal disputes, litigation and investigations

Medium

3.5

Applying materiality

The consolidated financial statements are a result of processing large numbers of transactions and aggregating those transactions into classes according to their nature or function. The transactions are presented in classes of similar items in the consolidated financial statements. If a line item is not individually material, it is aggregated with other items of a similar nature in the consolidated financial statements or in the notes.

Management provides the specific disclosures required by IFRS unless the information is not applicable or is considered immaterial to the decision-making of the primary users of these financial statements.

1.2 Changes in accounting policies and disclosures

Management has assessed the impact of new or amended accounting standards and interpretations (IFRSs) issued by the IASB and IFRSs endorsed by the European Union effective on or after 1 January 2023. Management assessed that application of these has not had a material impact on the consolidated financial statements for 2023.

Furthermore, Management has assessed the impact of new or amended accounting standards and interpretations (IFRSs) issued by the IASB that have not yet become effective. No new or amended accounting standards or interpretations (IFRSs) have been early adopted. Management does not anticipate any significant impact on the consolidated financial statements in the period of initial application after the adoption of these amendments.


			Novo Nordisk Annual Report 2023			Introducing Novo Nordisk Strategic Aspirations Risks Management Consolidated statements Additional information			55

Section 2
Results for the year

2.1 Net sales and rebates


Gross-to-net sales reconciliation
DKK million	2023	2022	2021
Gross sales	608,645	455,692	340,180
US Managed Care and Medicare	(223,191)	(161,123)	(112,929)
US wholesaler charge-backs	(74,435)	(56,443)	(40,354)
US Medicaid rebates	(31,821)	(24,667)	(19,810)
Other US discounts and sales returns	(28,481)	(18,300)	(14,119)
Non-US rebates, discounts and sales returns	(18,456)	(18,205)	(12,168)
Total gross-to-net sales adjustments	(376,384)	(278,738)	(199,380)
Net sales	232,261	176,954	140,800


Provisions for sales rebates
DKK million	2023	2022	2021
At the beginning of the year	69,499	50,822	34,052
Additional provisions, including increases to existing provisions	285,266	206,354	155,602
Amount paid during the year	(250,316)	(189,580)	(141,370)
Adjustments, including unused amounts reversed during the year	(2,364)	(1,141)	(284)
Effect of exchange rate adjustment	(2,207)	3,044	2,822
At the end of the year	99,878	69,499	50,822

Sales discounts and sales rebates are predominantly issued in the US. As such, rebates amount to 74% of gross sales in the US (75% in 2022 and 75% in 2021). Provisions for sales rebates include US Managed Care, Medicare, Medicaid, 340B Drug Pricing Program and other US rebate types, as well as rebates in a number of European countries and Canada.

Pricing mechanisms in the US market

In the US, sales rebates are paid in connection with public healthcare insurance programmes, including Medicare and Medicaid, as well as rebates to pharmacy benefit managers (PBMs) and managed healthcare plans. Key customers in the US include private payers, PBMs and government payers. PBMs and managed healthcare plans play a role in negotiating price concessions with drug manufacturers for both the commercial and government channels, and determine which drugs are covered on their formularies (or 'preferred drug lists').

US Managed Care and Medicare

For Managed Care and Medicare, rebates are offered to a number of PBMs and managed healthcare plans. These rebate programmes allow the customer to receive a rebate after attaining certain performance parameters relating to formulary status or pre-established market share thresholds. Rebate provisions are estimated according to the specific terms in each agreement, historical experience, anticipated channel mix, growth rates and market share information. Novo Nordisk adjusts the provision periodically to reflect actual sales performance. Managed Care and Medicare rebates are generally settled around 100 days from the transaction date.

US wholesaler charge-backs

Wholesaler charge-backs relate to contractual arrangements between Novo Nordisk and indirect customers in the US whereby products are sold at contract prices lower than the list price originally charged to wholesalers. Chargeback provisions are estimated using a combination of factors such as historical experience, current wholesaler inventory levels, contract terms and the value of claims received but not yet processed. Wholesaler charge-backs are generally settled within 30 days after receipt of claim.

In January 2021, Novo Nordisk changed its policy in the US related to the 340B Drug Pricing Program, whereby Novo Nordisk no longer provides 340B statutory discounts to certain pharmacies that contract with covered entities participating in the 340B Drug Pricing Program. Novo Nordisk has recognised revenue related to the 340B Drug Pricing Program to the extent that it is highly probable that its inclusion will not result in a significant revenue reversal in the future. Refer to note 3.5 for a more elaborate description of the ongoing litigation related to the 340B Drug Pricing Program.

US Medicaid rebates

Medicaid is a government insurance programme. Medicaid rebates have been estimated using a combination of historical experience, product and population growth, price changes and the impact of contracting strategies. The calculation also involves interpretation of relevant regulations that are subject to changes in interpretative guidance from government authorities. Novo Nordisk adjusts the provision periodically to reflect actual sales performance. Medicaid rebates are generally settled around 150 days from the transaction date.

Other US and non-US discounts and sales returns

Other discounts are provided to distributors, wholesalers, hospitals, pharmacies, etc. They are usually linked to sales volume or provided as cash discounts. Discounts are calculated based on historical data and recorded as a reduction in gross sales at the time the related sales are recorded. Sales returns relate to damaged or expired products.

Other net sales disclosures

In 2023, Novo Nordisk had 3 major wholesalers distributing products in the US, representing 22%, 17% and 15% respectively of global net sales (19%, 14% and 13% in 2022 and 18%, 13% and 13% in 2021). Sales to these 3 wholesalers are within both Diabetes and Obesity care and Rare disease.

Net sales to be recognised from fulfilling existing customer contracts containing fixed or minimum sales volumes, with an original term greater than 12 months, are expected to be DKK 3,166 million within 12 months (DKK 1,835 million in 2022) and DKK 443 million thereafter (DKK 798 million in 2022).

Novo Nordisk's sales are impacted by exchange rate changes. Refer to note 4.4 for development in key exchange rates.

ACCOUNTING POLICIES

Revenue from sale of goods is recognised when Novo Nordisk has transferred control of products sold to the buyer and it is probable that Novo Nordisk will collect the consideration to which it is entitled for transferring the products. Control of the products is transferred at a single point in time, typically on delivery. The amount of sales to be recognised is based on the consideration Novo Nordisk expects to receive in exchange for its goods. When sales are recognised, Novo Nordisk also records estimates for a variety of sales deductions; including product returns as well as rebates and discounts to government agencies, wholesalers, health insurance companies, managed healthcare organisations and retail customers. Sales deductions are recognised as a reduction of gross sales to arrive at net sales, by assessing the expected value of the sales deductions (variable consideration). Where contracts contain customer acceptance criteria, Novo Nordisk recognises sales when the acceptance criteria are satisfied.

In some markets, Novo Nordisk sells products on a sale-or-return basis. Where there is historical experience or a reasonably accurate estimate of future returns, estimated product returns are recorded as a reduction in sales. Where shipments of new products are made on a sale-or-return basis, without sufficient historical experience for estimating sales returns, revenue is recorded based on estimated demand and acceptance rates for well-established products with similar market characteristics. If similar market characteristics do not exist, revenue is recorded when there is evidence of consumption or when the right of return has expired.

Unsettled rebates are recognised as provisions when the timing or amount is uncertain (note 3.5).


			Novo Nordisk Annual Report 2023			Introducing Novo Nordisk Strategic Aspirations Risks Management Consolidated statements Additional information			56

Where absolute amounts are known, the rebates are recognised as other liabilities. Wholesaler charge-backs that are absolute are netted against trade receivable balances.

The impact of foreign currency hedging in the income statement is recognised as part of financial items. Refer to notes 4.4, 4.5 and 4.10 for more details on hedging.

KEY ACCOUNTING ESTIMATES OF SALES DEDUCTIONS AND
PROVISIONS FOR SALES REBATES

Sales deductions are estimated and provided for at the time the related sales are recorded. These estimates of unsettled rebate, discount and product return obligations is considered a key accounting estimate as not all conditions are known at the time of sale, for example total sales volume to a given customer. The estimates are based on analyses of existing contractual obligations and historical experience. Provisions are calculated on the basis of a percentage of sales for each product as defined by the contracts with the various customer groups. Provisions for sales rebates are adjusted to actual amounts as rebates, discounts and returns are processed.

Revenue related to the 340B Drug Pricing Program can only be recognised to the extent that it is highly probable that a significant reversal of the recognised revenue will not occur. Significant estimation is required to determine the amount of revenue to recognise. Management has considered interpretations of applicable laws, whether the consideration is highly susceptible to factors outside Novo Nordisk's influence, as well as the experience of historical claims. Refer to note 3.5 for information on the ongoing litigation related to the 340B Drug Pricing Program.

Novo Nordisk considers the provisions established for sales rebates to be reasonable and appropriate based on the information currently available. However, the actual amount of rebates and discounts may differ from the amounts estimated by Management as more detailed information becomes available.

2.2 Segment information


Business segments – Key figures
	Diabetes and Obesity care						Rare disease						Total
DKK million	2023		2022		2021		2023		2022		2021		2023		2022		2021
Net sales	215,098		156,412		121,597		17,163		20,542		19,203		232,261		176,954		140,800
Cost of goods sold	(30,483)		(23,405)		(19,363)		(5,282)		(5,043)		(4,295)		(35,765)		(28,448)		(23,658)
Sales and distribution costs	(52,477)		(42,392)		(33,791)		(4,266)		(3,825)		(3,217)		(56,743)		(46,217)		(37,008)
Research and development costs	(28,073)		(20,157)		(15,600)		(4,370)		(3,890)		(2,172)		(32,443)		(24,047)		(17,772)
Administrative costs	(4,435)		(3,955)		(3,504)		(420)		(512)		(546)		(4,855)		(4,467)		(4,050)
Other operating income and expenses	(7)		892		199		126		142		133		119		1,034		332
Segment operating profit	99,623		67,395		49,538		2,951		7,414		9,106		102,574		74,809		58,644
Operating margin	46.3	%	43.1	%	40.7	%	17.2	%	36.1	%	47.4	%	44.2	%	42.3	%	41.7	%
Depreciation, amortisation and impairment losses expensed	(8,195)		(5,701)		(4,895)		(1,218)		(1,661)		(1,130)		(9,413)		(7,362)		(6,025)

Business segments

Novo Nordisk operates in two business segments based on therapies: Diabetes and Obesity care and Rare disease, representing the entirety of the Group's operations. The activities of the segments include research, development, manufacturing and marketing of products within the following areas:

•Diabetes and Obesity care: diabetes, obesity, cardiovascular and emerging therapy areas

•Rare disease: rare blood disorders, rare endocrine disorders and hormone replacement therapy.

Segment performance is evaluated on the basis of operating profit, consistent with the consolidated financial statements. Financial income and expenses and income taxes are managed at Group level and are not allocated to business segments. There are no sales or other transactions between the business segments. Costs have generally been split between business segments according to a specific allocation. Certain corporate overhead costs are allocated between segments based on overall allocation keys. Other operating income and expenses have been allocated to the two segments based on the same principle.

ACCOUNTING POLICIES

Operating segments are reported in a manner consistent with the internal reporting provided to Executive Management and the Board of Directors. We consider Executive Management to be the operating decision-making body.

Geographical areas

In 2023, Novo Nordisk operated in two main commercial units:

•International Operations

•EMEA: Europe, the Middle East and Africa.

•China: Mainland China, Hong Kong and Taiwan.

•Rest of World: All other countries except for North America.

•North America Operations (the US and Canada).

In 2023, the US contributed 10% or more of total net sales. In 2022, the US also contributed 10% or more of total net sales. The country of domicile is Denmark, which is part of EMEA. Denmark is immaterial to Novo Nordisk's activities in terms of sales as 99.2% of total net sales are realised outside Denmark (99.8 % in 2022). Sales are attributed to geographical areas according to the location of the customer.

Out of total property, plant and equipment and intangible assets of DKK 151,367 million (DKK 117,610 million in 2022), DKK 82,274 million is located in Denmark (DKK 54,492 million in 2022) and DKK 46,609 million is located in the US (DKK 44,267 million in 2022) where the majority of production facilities and intangible assets are located. Refer to note 5.7 for an overview of companies in the Novo Nordisk Group based on geographical areas.


			Novo Nordisk Annual Report 2023			Introducing Novo Nordisk Strategic Aspirations Risks Management Consolidated statements Additional information			57


Net sales – Business segments and geographical areas
	Total International Operations																								Total North America Operations												Total Novo Nordisk net sales
	Total IO						EMEA						China						Rest of World						Total NAO						US
DKK million	2023		2022		2021		2023		2022		2021		2023		2022		2021		2023		2022		2021		2023		2022		2021		2023		2022		2021		2023		2022		2021
Diabetes and Obesity care segment:
Rybelsus®	7,389		3,155		524		4,232		1,714		289		131		63		—		3,026		1,378		235		11,361		8,144		4,314		11,060		8,011		4,243		18,750		11,299		4,838
Ozempic®	26,378		17,369		8,856		14,327		10,417		6,393		4,821		2,196		303		7,230		4,756		2,160		69,340		42,381		24,849		63,010		38,750		23,168		95,718		59,750		33,705
Victoza®	4,850		5,672		6,726		2,166		2,724		3,527		1,256		1,478		1,544		1,428		1,470		1,655		3,814		6,650		8,328		3,613		6,406		8,031		8,664		12,322		15,054
Total GLP-1	38,617		26,196		16,106		20,725		14,855		10,209		6,208		3,737		1,847		11,684		7,604		4,050		84,515		57,175		37,491		77,683		53,167		35,442		123,132		83,371		53,597
Long-acting insulin	11,339		11,403		11,074		7,103		7,157		6,729		1,649		1,636		2,080		2,587		2,610		2,265		3,566		5,338		6,990		2,931		4,685		6,412		14,905		16,741		18,064
•of which Tresiba®	5,864		6,092		5,486		3,435		3,485		2,979		848		1,050		1,095		1,581		1,557		1,412		1,888		3,261		4,243		1,333		2,723		3,793		7,752		9,353		9,729
•of which Xultophy®	2,887		2,400		2,135		1,831		1,716		1,693		409		45		3		647		639		439		332		409		522		325		399		512		3,219		2,809		2,657
•of which Levemir®	2,588		2,911		3,453		1,837		1,956		2,057		392		541		982		359		414		414		1,346		1,668		2,225		1,273		1,563		2,107		3,934		4,579		5,678
Premix insulin	9,342		10,023		10,512		2,570		2,622		2,879		4,441		4,912		5,224		2,331		2,489		2,409		232		539		691		216		517		665		9,574		10,562		11,203
•of which Ryzodeg®	3,730		2,889		1,711		587		495		392		1,965		1,218		283		1,178		1,176		1,036		—		—		—		—		—		—		3,730		2,889		1,711
•of which NovoMix®	5,612		7,134		8,801		1,983		2,127		2,487		2,476		3,694		4,941		1,153		1,313		1,373		232		539		691		216		517		665		5,844		7,673		9,492
Fast-acting insulin	10,415		10,826		10,903		6,695		6,456		6,454		1,545		1,942		2,288		2,175		2,428		2,161		5,534		6,637		6,784		5,265		6,247		6,357		15,949		17,463		17,687
•of which Fiasp®	1,512		1,354		1,106		1,266		1,138		965		—		—		—		246		216		141		661		649		642		618		606		605		2,173		2,003		1,748
•of which NovoRapid®	8,903		9,472		9,797		5,429		5,318		5,489		1,545		1,942		2,288		1,929		2,212		2,020		4,873		5,988		6,142		4,647		5,641		5,752		13,776		15,460		15,939
Human insulin	6,134		6,508		7,453		1,919		1,983		2,152		1,213		1,812		2,692		3,002		2,713		2,609		1,460		1,678		1,599		1,406		1,605		1,515		7,594		8,186		9,052
Total insulin	37,230		38,760		39,942		18,287		18,218		18,214		8,848		10,302		12,284		10,095		10,240		9,444		10,792		14,192		16,064		9,818		13,054		14,949		48,022		52,952		56,006
Other Diabetes care	1,987		2,428		2,644		661		717		713		892		1,181		1,432		434		530		499		325		797		950		267		660		806		2,312		3,225		3,594
Total Diabetes care	77,834		67,384		58,692		39,673		33,790		29,136		15,948		15,220		15,563		22,213		18,374		13,993		95,632		72,164		54,505		87,768		66,881		51,197		173,466		139,548		113,197
Wegovy®	1,913		54		—		1,913		54		—		—		—		—		—		—		—		29,430		6,134		1,386		29,430		6,134		1,386		31,343		6,188		1,386
Saxenda®	6,402		5,832		3,117		3,780		3,561		1,809		146		133		61		2,476		2,138		1,247		3,887		4,844		3,897		3,306		4,368		3,526		10,289		10,676		7,014
Total Obesity care	8,315		5,886		3,117		5,693		3,615		1,809		146		133		61		2,476		2,138		1,247		33,317		10,978		5,283		32,736		10,502		4,912		41,632		16,864		8,400
Diabetes and Obesity care total	86,149		73,270		61,809		45,366		37,405		30,945		16,094		15,353		15,624		24,689		20,512		15,240		128,949		83,142		59,788		120,504		77,383		56,109		215,098		156,412		121,597
Rare disease segment:
Rare blood disorders	6,432		6,671		5,784		4,021		3,795		3,712		372		604		222		2,039		2,272		1,850		5,344		5,035		4,433		5,070		4,710		4,170		11,776		11,706		10,217
•of which Haemophilia A	1,939		1,769		1,625		1,271		1,137		1,162		223		81		24		445		551		439		483		569		487		468		543		460		2,422		2,338		2,112
•of which Haemophilia B	584		479		400		377		294		268		13		13		4		194		172		128		477		280		237		336		152		102		1,061		759		637
•of which NovoSeven®	3,789		4,335		3,673		2,285		2,311		2,225		136		510		194		1,368		1,514		1,254		4,169		3,973		3,548		4,065		3,811		3,461		7,958		8,308		7,221
Rare endocrine disorders	2,045		4,904		4,880		699		2,232		2,212		216		246		167		1,130		2,426		2,501		1,791		2,234		2,423		1,757		2,205		2,400		3,836		7,138		7,303
Other Rare disease	1,006		1,002		1,064		781		804		837		5		6		6		220		192		221		545		696		619		203		358		330		1,551		1,698		1,683
Rare disease total	9,483		12,577		11,728		5,501		6,831		6,761		593		856		395		3,389		4,890		4,572		7,680		7,965		7,475		7,030		7,273		6,900		17,163		20,542		19,203
Total sales by geographical area	95,632		85,847		73,537		50,867		44,236		37,706		16,687		16,209		16,019		28,078		25,402		19,812		136,629		91,107		67,263		127,534		84,656		63,009		232,261		176,954		140,800
Total sales growth as reported	11.4	%	16.7	%	11.7	%	15.0	%	17.3	%	9.9	%	2.9	%	1.2	%	13.7	%	10.5	%	28.2	%	13.5	%	50.0	%	35.4	%	10.1	%	50.6	%	34.4	%	9.0	%	31.3	%	25.7	%	10.9	%


			Novo Nordisk Annual Report 2023			Introducing Novo Nordisk Strategic Aspirations Risks Management Consolidated statements Additional information			58

2.3 Research and development costs


DKK million	2023		2022		2021
Employee costs (note 2.4)	12,429		9,952		7,328
Amortisation and impairment losses, intangible assets (note 3.1)	1,757		1,364		744
Depreciation and impairment losses, property, plant and equipment (note 3.2)	1,313		922		736
Clinical trial cost	9,468		6,313		4,214
Other research and development costs	7,476		5,496		4,750
Total research and development costs	32,443		24,047		17,772
As percentage of net sales	14.0	%	13.6	%	12.6	%

Novo Nordisk's research and development is mainly focused on:

•Insulins, GLP-1s and other therapeutic compounds for diabetes treatment

•GLP-1s, combinations and new modes of action for Obesity care

•Blood-clotting factors and new modes of action for treatment of haemophilia and other rare blood disorders

•Novel targets within cardiovascular disease focusing on ASCVD and Heart failure

•Human growth hormone and new modes of action for treatment of growth disorders and other rare endocrine disorders

•New indications with existing assets within MASH, Alzheimer’s disease and chronic kidney disease

•Research technology platforms including cell therapy and RNAi for treatment of MASH, cardiovascular disease, chronic kidney disease and Parkinson's disease, among others

Research and development activities are mainly carried out by Novo Nordisk's research and development centres, in Denmark, the US, the UK and China. Clinical trials are carried out all over the world. Novo Nordisk also enters into partnerships and licence agreements.

Other research and development costs mainly comprise external consulting fees, IT services, facilities, consumables and other internal costs.

ACCOUNTING POLICIES

Novo Nordisk expenses all research costs. Due to significant regulatory uncertainties and other uncertainties inherent in the development of new products, internal and subcontracted development costs are also expensed as they are incurred, in line with industry practice. This means that they do not qualify for capitalisation as intangible assets until marketing approval by a regulatory authority is obtained or considered highly probable. Costs for post-approval activities that are required by authorities as a condition for obtaining regulatory approval are recognised as research and development costs.

Research and development costs primarily comprise employee costs as well as internal and external costs related to execution of studies, including manufacturing costs and facility costs of the research centres. The costs also comprise amortisation, depreciation and impairment losses related to intellectual property rights and property, plant and equipment used in the research and development activities.

Amortisations of intellectual property rights related to marketed products are recognised in cost of goods sold. Royalty expenses paid to partners after regulatory approval are also expensed as cost of goods sold.

Contractual research and development obligations to be paid in the future are disclosed separately as commitments in note 5.2.

2.4 Employee costs


DKK million	2023	2022	2021
Wages and salaries	42,867	34,575	28,939
Share-based payment costs (note 5.1)	2,149	1,539	1,040
Pensions – defined contribution plans	3,267	2,472	2,022
Pensions – defined benefit plans	126	185	139
Other social security contributions	3,039	2,713	2,203
Other employee costs	4,066	3,105	2,189
Total employee costs for the year	55,514	44,589	36,532
Employee costs capitalised as intangible assets and property, plant and equipment	(2,337)	(1,451)	(1,240)
Change in employee costs capitalised as inventories	(409)	(70)	(56)
Total employee costs in the income statement	52,768	43,068	35,236
Included in the income statement:
Cost of goods sold	15,490	11,766	9,611
Sales and distribution costs	20,810	17,700	15,003
Research and development costs	12,429	9,952	7,328
Administrative costs	3,962	3,517	3,098
Other operating income and expenses	77	133	196
Total employee costs in the income statement	52,768	43,068	35,236

Number of employees


Number	2023	2022	2021
Average number of full-time employees	59,552	51,046	46,171
Year-end number of full-time employees	63,370	54,393	47,792
Year-end employees (total)	64,319	55,185	48,478


			Novo Nordisk Annual Report 2023			Introducing Novo Nordisk Strategic Aspirations Risks Management Consolidated statements Additional information			59


Remuneration to Executive Management and Board of Directors
DKK million	2023	2022	2021
Salary and short-term incentive	173	141	126
Pension	17	13	12
Benefits	19	9	10
Long-term incentive1	121	97	100
Severance payments	—	—	29
Executive Management in total2	330	260	277
Fees to Board of Directors3	22	20	17
Total	352	280	294
1. Refer to note 5.1 for further information on share-based payment schemes. 2. Total remuneration for persons registered as members of Executive Management with the Danish Business Authority amounts to DKK 195 million (DKK 175 million in 2022 and DKK 202 million in 2021). 3. All members of the Board of Directors are registered with the Danish Business Authority.

ACCOUNTING POLICIES

Wages, salaries, social security contributions, annual leave and sick leave, bonuses and non-monetary benefits are recognised in the year in which the associated services are rendered by employees of Novo Nordisk. Where Novo Nordisk provides long-term employee benefits, the costs are accrued to match the rendering of the services by the employees concerned.

2.5 Other operating income and expenses

ACCOUNTING POLICIES

Other operating income and expenses, comprises licence income and income of a secondary nature in relation to the main activities of Novo Nordisk. Licence income from royalties on net sales is recognised as the underlying customers' sale occurs and from sales milestones once the contingent sale milestone is achieved in accordance with the terms of the relevant agreement.

Operating profit from the wholly owned subsidiary NNE A/S, not related to Novo Nordisk's main activities, is recognised as other operating income and expenses. Other operating income and expenses, also includes income from the sale of intellectual property rights as well as transaction costs incurred in connection with acquisition of businesses.

2.6 Income taxes and deferred income taxes


Income taxes expensed
DKK million	2023	2022	2021
Current tax on profit for the year	25,918	17,829	13,871
Deferred tax on profit for the year	(4,464)	(3,806)	(1,528)
Tax on profit for the year	21,454	14,023	12,343
Current tax adjustments recognised for prior years	(916)	339	(603)
Deferred tax adjustments recognised for prior years	453	(825)	(417)
Income taxes in the income statement	20,991	13,537	11,323
Tax on other comprehensive income for the year, (income)/expense	359	889	(1,005)


Computation of effective tax rate
DKK million	2023		2022		2021
Statutory corporate income tax rate in Denmark	22.0	%	22.0	%	22.0	%
Deviation in foreign subsidiaries' tax rates compared to the Danish tax rate (net)	(0.9	%)	(1.1	%)	(1.5	%)
Non-taxable income less non-tax-deductible expenses (net)	(0.7	%)	(0.5	%)	(0.3	%)
Other adjustments (net)	(0.3	%)	(0.8	%)	(1.0	%)
Effective tax rate	20.1	%	19.6	%	19.2	%


Income taxes paid
DKK million	2023	2022	2021
Income taxes paid in Denmark for current year	16,242	9,181	9,703
Income taxes paid outside Denmark for current year	8,906	5,647	3,439
Income taxes paid/(repayments) relating to prior years	749	(313)	1,296
Income taxes paid	25,897	14,515	14,438

The deviation in foreign subsidiaries' tax rates from the Danish tax rate is mainly driven by Swiss and US business activities. Other adjustments consist of tax related to acquisitions and adjustments to prior years.

From 1 January 2024 Novo Nordisk will be subject to Global Minimum Tax (OECD BEPS Pillar 2 rules). The rules are not expected to have a material impact on the tax position of Novo Nordisk in 2024.

ACCOUNTING POLICIES

The tax expense for the period comprises current and deferred tax. It also includes adjustments to previous years and changes in provisions for uncertain tax positions. Tax is recognised in the income statement except to the extent that it relates to items recognised in equity or other comprehensive income. Provisions for ongoing tax disputes are included as part of deferred tax assets, tax receivables and tax payables.

Deferred income taxes arise from temporary differences between the accounting and tax values of the individual consolidated companies and from realisable tax loss carry-forwards. Deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill. Deferred income tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that, at the time of the transaction, affects neither accounting nor taxable profit or loss and does not give rise to equal taxable and deductible temporary differences. The tax value of tax loss carry-forwards is included in deferred tax assets to the extent that these are expected to be utilised in future taxable income. The deferred income taxes are measured according to current tax rules and at the tax rates assumed in the year in which the assets are expected to be utilised.

In general, the Danish tax rules related to dividends from group companies provide exemption from tax for most repatriated profits. In some countries withholding tax will be applied to dividends paid to Denmark. A provision for withholding tax is only recognised if a concrete distribution of dividends is planned. The unrecognised potential withholding tax amounts to DKK 1,026 million (DKK 567 million in 2022).

The value of future tax deductions in relation to share programmes is recognised as a deferred tax asset until the shares are paid out to the employees. Any estimated excess tax deduction compared to the costs realised in the income statement is charged to equity.


			Novo Nordisk Annual Report 2023			Introducing Novo Nordisk Strategic Aspirations Risks Management Consolidated statements Additional information			60

KEY ACCOUNTING ESTIMATES REGARDING DEFERRED INCOME TAX ASSETS AND PROVISIONS FOR UNCERTAIN TAX POSITIONS

Management has considered future taxable income and has estimated the amount of deferred income tax assets that should be recognised. The estimate is based on an assessment of whether sufficient taxable income will be available in the future, against which the temporary differences and unused tax losses can be utilised. The total tax value of unrecognised tax loss carry-forwards amounts to DKK 360 million in 2023 (DKK 318 million in 2022).

In the course of conducting business globally, tax and transfer pricing disputes with tax authorities may occur. Management has estimated the expected outcome of the disputes by using the ‘most likely outcome’ method to determine the provisions for uncertain tax positions. Management considers the provisions made to be adequate. However, the actual obligation may deviate and depends on the result of litigation and settlements with the relevant tax authorities.


Development in deferred income tax assets and liabilities
DKK million	Property, plant and equipment	Intangible assets	Inventories	Liabilities	Other	Offset within countries	Total
2023
Net deferred tax asset/(liability) at the beginning of the year	(2,402)	(8,279)	2,595	11,007	3,922	—	6,843
Income/(charge) to the income statement	(213)	(2,106)	(645)	3,973	3,002	—	4,011
Income/(charge) to other comprehensive income	—	—	(224)	(6)	(129)	—	(359)
Income/(charge) to equity	—	—	—	—	(120)	—	(120)
Additions from acquisitions	—	—	—	—	62	—	62
Effect of exchange rate adjustment	54	144	(9)	(547)	139	—	(219)
Net deferred tax asset/(liability) at the end of the year	(2,561)	(10,241)	1,717	14,427	6,876	—	10,218
Classified as follows:
Deferred tax asset at the end of the year	433	245	1,820	14,792	6,986	(3,896)	20,380
Deferred tax liability at the end of the year	(2,994)	(10,486)	(103)	(365)	(110)	3,896	(10,162)
2022
Net deferred tax asset/(liability) at the beginning of the year	(1,980)	(7,375)	3,195	6,932	2,629	—	3,401
Income/(charge) to the income statement	(413)	674	(465)	3,999	836	—	4,631
Income/(charge) to other comprehensive income	—	—	(130)	(141)	(608)	—	(879)
Income/(charge) to equity	—	—	—	—	234	—	234
Additions from acquisition of businesses (note 5.3)1	—	(1,475)	—	—	766	—	(709)
Effect of exchange rate adjustment1	(9)	(103)	(5)	217	65	—	165
Net deferred tax asset/(liability) at the end of the year1	(2,402)	(8,279)	2,595	11,007	3,922	—	6,843
Classified as follows:
Deferred tax asset at the end of the year1	579	195	2,627	11,027	4,646	(5,170)	13,904
Deferred tax liability at the end of the year	(2,981)	(8,474)	(32)	(20)	(724)	5,170	(7,061)
1. Comparatives were restated to reflect change in the provisional valuation of net identifiable assets from a business combination completed in 2022. Reference is made to note 5.3.


			Novo Nordisk Annual Report 2023			Introducing Novo Nordisk Strategic Aspirations Risks Management Consolidated statements Additional information			61

Section 3
Operating assets and liabilities

3.1 Intangible assets


Amortisation and impairment losses
DKK million	2023	2022	2021
Cost of goods sold	982	846	844
Sales and distribution costs	9	34	39
Research and development costs	1,757	1,364	744
Administrative costs	41	19	11
Other operating income and expenses	459	96	1
Total amortisation and impairment losses	3,248	2,359	1,639
Total amortisation	1,834	1,599	1,066
Total impairment losses	1,414	760	573


DKK million	Goodwill	Intellectual property rights	Software and other intangibles	Total intangible assets
2023
Cost at the beginning of the year	4,615	49,731	5,281	59,627

Additions during the year	—	12,567	500	13,067
Disposals during the year	—	(1,629)	(158)	(1,787)

Effect of exchange rate adjustment	(151)	76	(39)	(114)
Cost at the end of the year	4,464	60,745	5,584	70,793
Amortisation and impairment losses at the beginning of the year	—	6,737	1,951	8,688
Amortisation for the year	—	1,621	213	1,834
Impairment losses for the year	—	1,776	20	1,796
Impairment losses reversed during the year	—	(382)	—	(382)
Amortisation and impairment losses reversed on disposals during the year	—	(1,629)	(16)	(1,645)
Effect of exchange rate adjustment	—	102	(6)	96
Amortisation and impairment losses at the end of the year	—	8,225	2,162	10,387
Carrying amount at the end of the year	4,464	52,520	3,422	60,406
2022
Cost at the beginning of the year	4,346	41,802	3,434	49,582
Additions from acquisition of businesses (note 5.3)1	—	5,766	492	6,258
Additions during the year	—	1,310	1,426	2,736
Disposals during the year	—	(151)	(33)	(184)
Effect of exchange rate adjustment1	269	1,004	(38)	1,235
Cost at the end of the year1	4,615	49,731	5,281	59,627
Amortisation and impairment losses at the beginning of the year	—	4,652	1,759	6,411
Amortisation for the year	—	1,404	195	1,599
Impairment losses for the year	—	760	—	760
Amortisation and impairment losses reversed on disposals during the year	—	(149)	(13)	(162)
Effect of exchange rate adjustment	—	70	10	80
Amortisation and impairment losses at the end of the year	—	6,737	1,951	8,688
Carrying amount at the end of the year1	4,615	42,994	3,330	50,939
1. Comparatives were restated to reflect change in provisional valuation of net identifiable assets from a business combination completed in 2022. Reference is made to note 5.3.


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Description of material additions

2023 additions

Novo Nordisk acquired Ocedurenone for uncontrolled hypertension with potential application in cardiovascular and kidney disease from KBP Biosciences PTE., Ltd. Ocedurenone is an orally administered, small molecule, non-steroidal mineralocorticoid receptor antagonist (nsMRA) that is currently being examined in the phase 3 trial CLARION-CKD in patients with uncontrolled hypertension and advanced chronic kidney disease (CKD). The transaction has been accounted for as an asset acquisition, with DKK 5,650 million recognised in intellectual property rights.

Novo Nordisk acquired Inversago Pharma Inc. and obtained ownership of the development asset INV-202. INV-202, an oral CB1 inverse agonist, is designed to preferentially block the receptor protein CB1, which plays an important role in metabolism and appetite regulation. The transaction has been accounted for as an asset acquisition, with DKK 4,321 million recognised in intellectual property rights.

Novo Nordisk acquired Biocorp Production in a transaction accounted for as an asset acquisition with DKK 1,221 million recognised in intellectual property rights.

Of the total additions of intangible assets, DKK 500 million relates to internally generated software and other intangibles (DKK 544 million in 2022).

2022 additions

Additions from acquisition of businesses relates to Novo Nordisk’s acquisition of Forma Therapeutics Holdings, Inc., which primarily includes the lead candidate Etavopivat, which is recognised within intellectual property rights; refer to note 5.3 for details on the business combination.

Impairment test

Intangible assets other than goodwill

In 2023, an impairment loss of DKK 1,796 million (DKK 760 million in 2022) was recognised. The entire DKK 1,796 million (DKK 250 million in 2022) of the impairment was related to the Diabetes and Obesity care segment. DKK 382 million was recognised as a reversal of prior impairment related to Rare disease (DKK 510 million impairment loss in 2022). The entire impairment loss in 2023, including the reversal of prior impairment, was recognised in research and development costs (DKK 760 million in research and development costs in 2022). The impairment was a result of Management’s review of expectations related to intellectual property rights not yet
in use.

No impairment related to marketable products was identified in 2023 or in 2022.

Goodwill

As of 31 December 2023, goodwill is allocated to the segments Diabetes and Obesity care DKK 4,018 million (DKK 4,154 million in 2022) and Rare Disease DKK 446 million (DKK 461 million in 2022). No impairment of goodwill was recognised in 2023 or 2022 as the annual impairment test showed that the estimated recoverable amount in the forecast period exceeded the carrying amount of the cash-generating units to which goodwill was allocated.

Goodwill is monitored for impairment at the operating segment level, which is the lowest level CGU to which consolidated goodwill is allocated and monitored by Management. CGUs are therefore defined as Novo Nordisk's business segments, Diabetes and Obesity care and Rare disease. The recoverable amount is estimated using an income-approach and is based on discounted cash flow projections. The applied post-tax discount rates for Diabetes and Obesity care and Rare diseases are 7.0% (Pre-tax discount rate of 8.3%). Cash flow projections are based on budgets approved by Management. The forecast period for Diabetes and Obesity care, and Rare diseases is 9 years.

The discounted cash flow from the budget and forecast period significantly exceeds the carrying amount of goodwill.

The key assumptions and sensitivities are Novo Nordisk’s volume market share, growth rates, pricing, development of new markets and the success rate for introducing new products and treatments. Sensitivities are affected by external factors such as market and generic competition, and price regulation.

The value assigned to key assumptions reflects past experience adjusted for market specific risks or expected changes. Fair value is determined using largely unobservable inputs.

Other intangible assets disclosures

Intangible assets with an indefinite useful life and intangible assets not yet available for use amount to DKK 34,012 million (DKK 27,536 million in 2022), primarily intellectual property rights and goodwill. The carrying amount of internally generated intangible assets amounts to DKK 1,277 million at end of 2023 (DKK 1,017 million in 2022).

Intellectual property rights include DKK 5,650 million related to Ocedurenone (acquired in 2023), DKK 5,740 million related to Etavopivat (DKK 5,546 million in 2022), DKK 4,648 million related to Ziltivekimab (DKK 4,648 million in 2022), all of which are intangible assets under development.

In addition, intellectual property rights contain DKK 6,018 million related to Rybelsus® (DKK 6,584 million in 2022), which has a remaining useful life of 11 years (12 years in 2022), DKK 4,206 million related to Nedosiran (DKK 3,704 million in 2022) with a remaining useful life of 13 years and DKK 9,480 million (DKK 10,251 million in 2022) related to the RNAi technology platform, with a remaining estimated useful life of 21 years (22 years in 2022).

ACCOUNTING POLICIES

Research and development projects

Internal and subcontracted research costs are fully charged to the consolidated income statement in the period in which they are incurred. Consistent with industry practice, development costs are also expensed until regulatory approval is obtained or is probable; refer to note 2.3.

Payments to third parties under collaboration and licence agreements are assessed for the substance of their nature. Payments which represent subcontracted research and development work are expensed as the services are received. Payments which represent rights to the transfer of intellectual property, developed at risk by the third party, are capitalised.

For acquired research and development projects, and intellectual property rights, the likelihood of obtaining future commercial sales is reflected in the cost of the asset, and thus the probability recognition criteria is always considered to be satisfied. As the cost of acquired research and development projects can often be measured reliably, these projects fulfil the capitalisation criteria as intangible assets on acquisition. Subsequent milestone payments payable on achievement of a contingent event (e.g. commencement of phase 3 trials) are accrued and capitalised into the cost of the intangible asset when the achievement of the event is probable. Development costs incurred subsequent to acquisition are treated consistently with internal project development costs.

Recognition and measurement

Intangible assets are initially measured at cost, and are subsequently measured at cost less any accumulated amortisation and any impairment loss.

For intellectual property rights acquired for research and development projects, upfront fees and acquisition costs are capitalised as the historical cost. Subsequent milestone payments payable on achievement of a contingent event will be capitalised when the contingent event being achieved is probable. Intangible assets acquired in a business combination are recognised at fair value at the acquisition date.

Amortisation is based on the straight-line method over the estimated useful life. This corresponds to the legal duration or the economic useful life depending on which is shorter, and not exceeding 25 years in either case. The amortisation of intellectual property rights commences after regulatory approval has been obtained or when assets are put in use.

Amortisation of software is based on the straight-line method over the estimated useful life of 3-15 years. The amortisation commences when the asset is in the location and condition necessary for it to be capable of operating in the manner intended by Management.


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Impairment test

Goodwill and intangible assets with an indefinite useful life and intangible assets not yet available for use are tested for impairment when indicators of impairment exist. However, they are tested at least annually, irrespective of whether there is any indication that they may be impaired. Goodwill is allocated to operating segments based on expected future cash flow from products utilizing the synergies and know-how acquired.

Impairment tests are based on Management’s projections and anticipated net present value of estimated future cash flows from marketable products. The discount rate used is based on the Group WACC, adjusted where appropriate, to reflect the risk of the specific asset tested. Fair value is determined using largely unobservable inputs. Accordingly, the valuation technique and inputs used to measure fair value are classified as level 3 in the fair value hierarchy.

Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Factors considered material that could trigger an impairment test include the following:

•Development of a competing drug

•Realised sales trending below predicted sales

•Changes or anticipated changes in participation rates or reimbursement policies

•Inconsistent or unfavourable clinical readouts

•Changes in the legal framework covering patents, rights and licences

•Advances in medicine and/or technology that affect the medical treatments

•Adverse impact on reputation and/or brand names

•Changes in the economic lives of similar assets

•Relationship to other intangible assets or property, plant and equipment

If the carrying amount of intangible assets exceeds the recoverable amount based on the existence of one or more of the above indicators of an impairment, any impairment is measured based on discounted projected cash flows. Impairments on intangible assets, other than goodwill, are reviewed at each reporting date for possible reversal.

KEY ACCOUNTING ESTIMATES ON INTANGIBLE ASSETS

Impairment tests are based on Management’s projections and anticipated net present value of estimated future cash flows from marketable products.

When collaboration agreements contain elements of acquisition of intangible assets and research and development activities to be performed by the counterpart, Management estimates the allocation of payments that should be deferred to the acquisition of intangible assets and prepaid research and development activities respectively.

3.2 Property, plant and equipment


DKK million	Land and buildings	Plant and machinery	Other equipment	Assets under construction	Property, plant and equipment
2023
Cost at the beginning of the year	43,403	37,548	8,114	22,361	111,426

Additions during the year	2,681	47	873	27,830	31,431
Disposals during the year	(690)	(952)	(624)	(562)	(2,828)
Transfer and reclassifications	4,246	4,679	731	(9,656)	—
Effect of exchange rate adjustment	(650)	(371)	(115)	(310)	(1,446)
Cost at the end of the year	48,990	40,951	8,979	39,663	138,583
Depreciation and impairment losses at the beginning of the year	16,781	22,935	5,039	—	44,755
Depreciation for the year	2,450	1,919	1,086	—	5,455
Impairment losses for the year	6	118	24	562	710
Depreciation and impairment losses reversed on disposals during the year	(664)	(942)	(597)	(562)	(2,765)
Effect of exchange rate adjustment	(248)	(196)	(89)	—	(533)
Depreciation and impairment losses at the end of the year	18,325	23,834	5,463	—	47,622
Carrying amount at the end of the year	30,665	17,117	3,516	39,663	90,961
2022
Cost at the beginning of the year	41,076	35,944	7,776	11,091	95,887
Additions from acquisition of businesses (note 5.3)	297	2	14	—	313
Additions during the year	706	143	645	13,160	14,654
Disposals during the year	(205)	(123)	(621)	(33)	(982)
Transfer and reclassifications	1,000	1,152	329	(2,481)	—
Effect of exchange rate adjustment	529	430	(29)	624	1,554
Cost at the end of the year	43,403	37,548	8,114	22,361	111,426
Depreciation and impairment losses at the beginning of the year	14,669	21,138	4,718	—	40,525
Depreciation for the year	2,245	1,793	916	—	4,954
Impairment losses for the year	3	10	3	33	49
Depreciation and impairment losses reversed on disposals during the year	(188)	(123)	(615)	(33)	(959)
Effect of exchange rate adjustment	52	117	17	—	186
Depreciation and impairment losses at the end of the year	16,781	22,935	5,039	—	44,755
Carrying amount at the end of the year	26,622	14,613	3,075	22,361	66,671


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Depreciation and impairment losses
DKK million	2023	2022	2021
Cost of goods sold	3,968	3,229	2,836
Sales and distribution costs	504	424	409
Research and development costs	1,313	922	736
Administrative costs	354	408	386
Other operating income and expenses	26	20	19
Total depreciation and impairment losses	6,165	5,003	4,386
Of which related to leased assets	1,251	1,052	899

Capital expenditure in the reporting period was primarily related to investments in facility upgrades and new production facilities for active pharmaceutical ingredients (API) for current and future diabetes and obesity care products, mainly in Kalundborg. The investments will establish additional capacity across the entire global value chain from manufacturing of API to assembly and packaging, with the majority being invested in API capacity.


Leased property, plant and equipment
DKK million	2023	2022
Land and buildings	5,157	3,544
Other equipment	768	587
Total	5,925	4,131

Novo Nordisk mainly leases office buildings, warehouses, laboratories and vehicles. The right-of-use asset is presented in property, plant and equipment and the lease liability in borrowings.

In 2023, the total amount recognised in the income statement related to leases was DKK 1,832 million (DKK 1,491 million in 2022 and DKK 1,303 million DKK 2021). The total cash outflow for leases amounted to DKK 2,022 million (DKK 1,438 million in 2022 and DKK 1,275 million in 2021). As of 31 December 2023, the lease liability of DKK 5,726 million excludes potential lease payments of DKK 4,051 million (undiscounted) related to optional lease term extension rights on properties that were not considered reasonably certain to be exercised (DKK 3,723 million in 2022). Refer to note 4.6 for a maturity analysis of lease payments and 5.2 for commitments not recognised in the balance sheet related to leases.

ACCOUNTING POLICIES

Property, plant and equipment is measured at historical cost less accumulated depreciations and any impairment loss. The cost of self-constructed assets includes costs directly attributable to the construction of the assets. Any subsequent cost is included in the asset’s carrying amount or recognised as a separate asset only when it is probable that future economic benefits associated with the item will flow to Novo Nordisk, and the cost of the item can be measured reliably. Depreciation is based on the straight-line method over the estimated useful life of the assets (buildings: 12-50 years, plant and machinery: 5-25 years and other equipment: 3-10 years. Land is not depreciated). Climate-related matters, including the commitment to reach net zero emissions, were considered when estimating the useful lives of property, plant and equipment.

Depreciation commences when the asset is available for use, i.e. when it is in the location and condition necessary for it to be capable of operating in the manner intended by Management. The asset's residual value and useful life is reviewed and adjusted, if appropriate, at the end of each reporting period. If an asset’s carrying amount is higher than its estimated recoverable amount, it is written down to the recoverable amount. Plant and equipment with no alternative use developed as part of a research and development project are expensed. However, plant and equipment with an alternative use or used for general research and development purposes are capitalised and depreciated over the estimated useful life as research and development costs.

For contracts which are, or contain, a lease, the Group recognises a right-of-use asset and a lease liability. The right-of-use asset is initially measured at cost, being the initial amount of the lease liability. The right-of-use asset is subsequently depreciated using the straight-line method over the lease term. The right-of-use asset is periodically adjusted for certain remeasurements of the lease liability and reduced by any impairment losses.

The lease term determined by the Group is the non-cancellable period of a lease, together with extension/termination option, if these are reasonably certain to be exercised. For contracts with a rolling term (evergreen leases), the Group estimates the leasing period to be equal to the termination period, if no probable scenario exists for estimating the leasing period.

If the lease liability is remeasured due to a change in future lease payments a corresponding adjustment is made to the right-of-use asset, or in the income statement when the right-of-use asset has been fully depreciated. For a description
of accounting policies for lease liabilities, refer to note 4.9.

3.3 Inventories


DKK million	2023		2022
Raw materials	9,500		6,392
Work in progress	17,601		13,673
Finished goods	7,224		6,038
Total inventories (gross)	34,325		26,103
Write-downs at year-end	(2,514)		(1,715)
Total inventories (net)	31,811		24,388
Indirect production costs included in work in progress and finished goods	13,101		10,640
Share of total inventories (net)	41	%	44	%
Movements in inventory write-downs:
Write-downs at the beginning of the year	1,715		2,256
Write-downs during the year	1,808		1,110
Utilisation of write-downs	(718)		(1,482)
Reversal of write-downs	(291)		(169)
Write-downs at the end of the year	2,514		1,715

All write-downs in both 2023 and 2022 relate to fully impaired inventory.

ACCOUNTING POLICIES

Inventories are stated at cost or net realisable value, whichever is lower. Cost is determined using the first-in, first-out method. Cost comprises direct production costs such as raw materials, consumables and labour. Production costs for work in progress and finished goods include indirect production costs such as employee costs,

depreciation, maintenance, etc. If the expected sales price less completion costs to execute sales (net realisable value) is lower than the carrying amount, a write-down is recognised for the amount by which the carrying amount exceeds its net realisable value.

Inventory manufactured prior to regulatory approval (prelaunch inventory) is capitalised but immediately written down, until there is a high probability of regulatory approval for the product. The cost is recognised in the income statement as research and development costs. Once there is a high probability of regulatory approval being obtained, the write-down is reversed, up to no more than the original cost.


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3.4 Trade receivables


DKK million	Gross carrying amount	Loss allowance	Net carrying amount
2023
Not yet due	64,327	(1,095)	63,232
1-90 days	1,557	(160)	1,397
91-180 days	211	(100)	111
181-270 days	111	(81)	30
271-360 days	90	(90)	—
More than 360 days past due	268	(268)	—
Trade receivables	66,564	(1,794)	64,770
EMEA	10,183	(859)	9,324
China	1,865	(9)	1,856
Rest of World	6,396	(843)	5,553
North America Operations	48,120	(83)	48,037
Trade receivables	66,564	(1,794)	64,770
2022
Not yet due	50,649	(920)	49,729
1-90 days	729	(113)	616
91-180 days	194	(77)	117
181-270 days	149	(51)	98
271-360 days	57	(57)	—
More than 360 days past due	302	(302)	—
Trade receivables	52,080	(1,520)	50,560
EMEA	9,486	(859)	8,627
China	1,138	—	1,138
Rest of World	5,297	(632)	4,665
North America Operations	36,159	(29)	36,130
Trade receivables	52,080	(1,520)	50,560


Movements in allowance for doubtful trade receivables
DKK million	2023	2022
Carrying amount at the beginning of the year	1,520	1,430
Reversal of allowance on realised losses	(39)	(15)
Net movement recognised in income statement	413	212
Effect of exchange rate adjustment	(100)	(107)
Allowance at the end of the year	1,794	1,520

Novo Nordisk’s customer base is comprised of government agencies, wholesalers, retail pharmacies and other customers. Novo Nordisk closely monitors the current economic conditions of countries impacted by currency fluctuations, high inflation and an unstable political climate. These indicators, as well as payment history, are taken into account in the valuation of trade receivables. Overall, the country risk ratings in 2023 have remained unchanged from 2022. No loss allowance has been recognised on trade receivables in factoring portfolios in 2023 and 2022. Refer to note 4.4 for more information on the trade receivable programmes.

ACCOUNTING POLICIES

Trade receivables are initially recognised at transaction price and subsequently measured at amortised cost using the effective interest method, less allowance for doubtful trade receivables. The split of trade receivables and allowance for trade receivables is based on the location of the customer.

Before being sold, trade receivables in factoring portfolios are measured at fair value with changes recognised in other comprehensive income. The allowance for doubtful receivables is deducted from the carrying amount of trade receivables, and the amount of the loss is recognised in the income statement under sales and distribution costs. Subsequent recoveries of amounts previously written off are credited against sales and distribution costs.

Management makes allowance for doubtful trade receivables based on the simplified approach to provide for expected credit losses, which requires the use of the lifetime expected loss provision for all trade receivables. The allowance is an estimate based on shared credit risk characteristics and the days past due. Generally, invoices are due for payment within 90 days from shipment of goods. Loss allowance is calculated using an ageing factor, geographical risk and specific customer knowledge. The allowance is based on a provision matrix on days past due and a forward looking element relating mainly to incorporation of Dun & Bradstreet country risk ratings and an individual assessment. Refer to note 4.4 for a general description of credit risk.


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3.5 Provisions and contingent liabilities


DKK million	Provisions for sales rebates1	Provisions for legal disputes	Provisions for product returns	Other provisions2	2023 Total	2022 Total
At the beginning of the year	69,499	2,376	1,030	1,972	74,877	55,894
Additional provisions, including increases to existing provisions	285,266	1,937	1,010	588	288,801	207,715
Amount used during the year	(250,316)	(226)	(531)	(173)	(251,246)	(190,278)
Adjustments, including unused amounts reversed during the year	(2,364)	(240)	12	(431)	(3,023)	(1,668)
Effect of exchange rate adjustment	(2,207)	(61)	11	(25)	(2,282)	3,214
At the end of the year	99,878	3,786	1,532	1,931	107,127	74,877
Non-current liabilities3	451	3,763	613	1,822	6,649	4,590
Current liabilities	99,427	23	919	109	100,478	70,287
1. Provisions for sales rebates are related to US Managed Care, Medicare, Medicaid, 340B Drug Pricing Program and other types of US rebates, as well as rebates in a number of European countries and Canada. 2. Other provisions consists of various types of provisions, including obligations in relation to employee benefits such as jubilee benefits. 3. For non-current liabilities, provisions for sales rebates are expected to be settled after one year, provisions for product returns will be utilised in 2024 and 2025. In the case of provisions for legal disputes, the timing of settlement cannot be determined.

Contingent liabilities

Novo Nordisk is currently involved in pending litigations, claims and investigations arising out of the normal conduct of its business. While provisions that Management deems to be reasonable and appropriate have been made for probable losses, there are inherent uncertainties connected with these estimates.

Pending litigation against Novo Nordisk

Since January 2021, Novo Nordisk has made a number of changes to its policy in
the US related to facilitating delivery of its discounted medicines to commercial pharmacies that contract with covered entities participating in the 340B Drug Pricing Program. On 30 January 2023, the US Court of Appeals for the Third Circuit issued a ruling holding that Novo Nordisk’s drug distribution policy was consistent with the 340B statute. However, rulings in similar cases involving other manufacturers are pending before the US Courts of Appeals for the Seventh and DC Circuits, and such cases may be subject to further discretionary appellate review before the US Supreme Court. Depending on the outcome of any subsequent rulings and appeals in these matters, there may be a material impact on Novo Nordisk’s financial position, net sales and cash flow.

Mosaic Health Inc. and Central Virginia Health Services, Inc. (both 340B covered entities) filed a putative class action lawsuit in Federal Court in New York against
Novo Nordisk, Eli Lilly and Company, Sanofi and AstraZeneca alleging a conspiracy

among the manufacturers to artificially fix prices of diabetes medications through

changes to their policies relating to the distribution of 340B drugs. The lawsuit was

subsequently dismissed by the Court on 2 September 2022. Plaintiffs have filed an amended complaint. Novo Nordisk does not expect this matter to have a material impact on Novo Nordisk’s financial position, operating profit or cash flow.

Novo Nordisk is currently defending several lawsuits, including putative class actions, relating to the pricing of diabetes medicines in the US. The first lawsuit was filed in 2017 and in August 2023 a multi-district litigation was created in the United States District court for the District of New Jersey. Nearly all pending matters also name Eli Lilly and Company and Sanofi as defendants, while certain matters also name Pharmacy Benefit Managers (PBMs) and related entities. Plaintiffs generally allege that the manufacturers and PBMs colluded to artificially inflate list prices paid by consumers for diabetes products, while offering reduced prices to PBMs through rebates used to secure formulary access. Novo Nordisk does not expect the lawsuits to have a material impact on Novo Nordisk’s financial position, operating profit or cash flow.

In 2016, Novo Nordisk received a Civil Investigative Demand (CID) from the US Department of Justice (DOJ) relating to potential off-label marketing of NovoSeven® (including high dose and for prophylactic use) and interactions with physicians and patients. The DOJ investigation was likely prompted by a lawsuit filed in 2015 by a former Novo Nordisk employee, who alleged Novo Nordisk caused the submission of false claims to Medicare, Medicaid, Federal Employees Health Benefits Program and private insurers in California as a result of the same conduct that was the subject of the DOJ CID. In May 2023, at the Plaintiffs’ request, the case was transferred to the United States District Court for the Western District of Washington. Following transfer,

in July 2023, Plaintiffs filed a motion to revive their nationwide Medicare claims and their Delaware Medicaid claims. Novo Nordisk filed a motion to dismiss these claims. Novo Nordisk does not expect the lawsuits to have a material impact on Novo Nordisk’s financial position, operating profit or cash flow.

Novo Nordisk, along with Eli Lilly, are defendants in numerous product liability lawsuits (including in the US) related to the use of GLP-1-based treatments. Plaintiffs have alleged that the use of these treatments, including Ozempic®, Wegovy® and Rybelsus®, have caused various gastrointestinal and other injuries. Novo Nordisk is taking actions to address the lawsuits. Novo Nordisk does not expect these lawsuits to have a material impact on Novo Nordisk’s financial position, operating profit or cash flow.

Pending claims against Novo Nordisk and Investigations involving Novo Nordisk
Novo Nordisk has received Civil Investigative Demands (CIDs) or subpoenas from several US authorities including Attorneys General from the states of Minnesota, New Mexico, Washington, Colorado, Vermont, Texas and the US Federal Trade Commission that call for the production of documents and information relating to, among other things, the company’s trade practices relating to its insulin and GLP-1-based products. Novo Nordisk is cooperating with the relevant government authorities in each of these investigative matters and does not expect these matters to have a material impact on Novo Nordisk’s financial position, operating profit or cash flow.

In December 2021, Novo Nordisk received a CID from the DOJ relating to the company’s financial relationships with healthcare professional and prescriptions for Ozempic® and Rybelsus® during the period of 1 January 2016 to present. Novo Nordisk is cooperating with the DOJ in this investigation and does not expect this matter to have a material impact on Novo Nordisk’s financial position, operating profit or cash flow.

Other contingent liabilities

In addition to the above, Novo Nordisk is engaged in certain litigation proceedings and various ongoing audits and investigations. In the opinion of Management, neither settlement nor continuation of such proceedings, nor such pending audits and investigations, are expected to have a material effect on Novo Nordisk’s financial position, operating profit or cash flow.


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ACCOUNTING POLICIES

Provisions for sales rebates and discounts granted to government agencies, wholesalers, retail pharmacies, Managed Care and other customers are recorded at the time the related revenues are recorded or when the incentives are offered. Provisions are calculated based on Management's interpretation of applicable laws and regulations, historical experience and the specific terms in the individual agreements. Unsettled rebates are recognised as provisions when the timing or amount is uncertain. Where absolute amounts are known, the rebates are recognised as other liabilities. Refer to note 2.1 for further information on sales rebates and provisions.

Provisions for legal disputes are recognised where a legal or constructive obligation has been incurred as a result of past events and it is probable that there will be an outflow of resources that can be reliably estimated. In this case, Novo Nordisk arrives at an estimate based on an evaluation of the most likely outcome. Disputes for which no reliable estimate can be made are disclosed as contingent liabilities.

Provisions are measured at the present value of the anticipated expenditure for settlement. This is calculated using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision for interest is recognised as a financial expense.

Novo Nordisk issues credit notes for expired goods as a part of normal business. Where there is historical experience or a reasonably accurate estimate of expected future returns can otherwise be made, a provision for estimated product returns is recorded. The provision is measured at gross sales value.

KEY ACCOUNTING ESTIMATES REGARDING ONGOING LEGAL DISPUTES, LITIGATION AND INVESTIGATIONS

Provisions for legal disputes consist of various types of provisions linked to ongoing legal disputes. Management makes estimates regarding provisions and contingencies, including the probability of pending and potential future litigation outcomes. These are by nature dependent on inherently uncertain future events. When determining likely outcomes of litigation, etc., Management considers the input of external counsel on each case, as well as known outcomes in case law. Although Management believes that the total provisions for legal proceedings are adequate based on currently available information, there can be no assurance that there will not be any changes in facts or matters, or that any future lawsuits, claims, proceedings or investigations will not be material.


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Section 4
Capital structure and financial items

4.1 Earnings per share


		2023	2022	2021
Net profit	DKK million	83,683	55,525	47,757
Average number of shares outstanding1	in million shares	4,482.8	4,530.6	4,593.2
Dilutive effect of average outstanding share pool	in million shares	12.0	14.0	13.0
Average number of shares outstanding, including dilutive effect of outstanding share pool	in million shares	4,494.8	4,544.6	4,606.2
Basic earnings per share	DKK	18.67	12.26	10.40
Diluted earnings per share	DKK	18.62	12.22	10.37
1. Excluding treasury shares. For further information on the development in treasury shares, refer to note 4.3.

The trading unit of the Novo Nordisk B shares listed on NASDAQ Copenhagen was changed from DKK 0.20 to DKK 0.10 as of 13 September 2023. The ADRs listed on the New York Stock Exchange (NYSE) were similarly split as of 20 September 2023. Comparative figures have been restated to reflect the change in trading unit from DKK 0.20 to DKK 0.10.

ACCOUNTING POLICIES

Earnings per share is presented as both basic and diluted earnings per share. Basic earnings per share is calculated as net profit divided by the monthly average number of shares outstanding. Diluted earnings per share is calculated as net profit divided by the sum of monthly average number of shares outstanding, including the dilutive effect of the outstanding share pool. Refer to 'Financial definitions' for a description of calculation of the dilutive effect.

4.2 Distribution to shareholders


DKK million	2023	2022	2021
Interim dividend for the year	13,430	9,613	8,021
Dividend for prior year	18,337	15,690	13,496
Share repurchases for the year	29,924	24,086	19,447
Total distribution for the year	61,691	49,389	40,964

Novo Nordisk's guiding principle is that any excess capital after the funding of organic growth opportunities and potential acquisitions should be returned to investors.

The net cash distribution to shareholders in the form of dividends and share repurchases amounts to DKK 61,691 million, compared with a free cash flow of DKK 68,326 million.

The total dividend for 2023 amounts to DKK 41,987 million (DKK 9.40 per share). A final dividend for 2023 of DKK 28,557 million (DKK 6.40 per share) is expected to be distributed pending approval at the Annual General Meeting. The interim dividend of DKK 13,430 million (DKK 3.00 per share) was declared and paid in August 2023. The total dividend for 2022 was DKK 27,950 million (DKK 6.20 per share), of which the final dividend of DKK 18,337 million (DKK 4.08 per share) was declared and paid in March 2023. No dividend is declared on treasury shares.

Novo Nordisk's dividend pay-outs are complemented by share repurchase programmes.

4.3 Share capital, Treasury shares and Other reserves

Development in number of shares


DKK million	A shares	B shares	Total
Shares beginning of 2022	1,075	3,545	4,620
Shares cancelled in 2022	—	(60)	(60)
Outstanding shares end of 2022	1,075	3,485	4,560
Shares cancelled in 2023	—	(50)	(50)
Outstanding shares end of 2023	1,075	3,435	4,510

At the end of 2023, the share capital amounted to DKK 107 million in A share capital (DKK 107 million in 2022 and 2021) and DKK 344 million in B share capital (DKK 349 million in 2022 and DKK 355 million in 2021).

The A share capital and number of A shares of DKK 0.10 was in 2023 unchanged besides the effect of the split in trading units, and unchanged in 2022 and 2021. In 2023, the B share capital decreased by DKK 5 million (equal to cancellation of 50 million shares of DKK 0.10). The corresponding decrease in 2022 was DKK 6 million (equal to cancellation of 60 million shares of DKK 0.10) and decrease in 2021 of DKK 8 million (equal to cancellation of 80 million shares of DKK 0.10).

Each A share of DKK 0.10 per share carries 100 votes and each B share of DKK 0.10 per share carries 10 votes.


Treasury shares		2023	2022
	Market value (DKK million)	Number of B shares of DKK 0.10 (million)	Number of B shares of DKK 0.10 (million)
Holding at the beginning of the year	28,242	60.2	62.2
Cancellation of treasury shares	(23,450)	(50.0)	(60.0)
Released allocated shares to employees	(4,433)	(9.5)	(3.7)
Purchase during the year	29,924	51.0	61.7
Value adjustment	5,817	—	—
Holding at the end of the year	36,100	51.7	60.2

At the end of 2023, the holding of treasury shares amounted to 1.1% of the total outstanding shares (1.3% of the outstanding shares in 2022). Treasury shares are primarily acquired to reduce the company's share capital. In addition, a limited part is used to finance Novo Nordisk's long-term share-based incentive programme and restricted stock units to employees. Treasury shares are deducted from the share capital on cancellation at their nominal value of DKK 0.10 per share. Differences between this amount and the amount paid to acquire or received for disposing of treasury shares are deducted directly in retained earnings.

The purchase of treasury shares during the year relates to the remaining part of the 2022 share repurchase programme, totalling DKK 1.5 billion and the DKK 30 billion Novo Nordisk B share repurchase programme for 2023, of which DKK 1.6 billion was outstanding at year-end. The programme ended on 29 January 2024.

The trading unit of the Novo Nordisk B shares listed on NASDAQ Copenhagen and the ADRs listed on the New York Stock Exchange (NYSE) was split in 2023. Comparative figures have been restated to reflect the split.


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Specification of Other reserves
DKK million	Exchange rate adjustments	Cash flow hedges1	Tax and other items	Total
2021
Reserve at the beginning of the year	(2,528)	1,802	(185)	(911)
Other comprehensive income, net	1,624	(3,557)	1,117	(816)
Transferred to intangible assets	—	15	(2)	13
Reserve at the end of the year	(904)	(1,740)	930	(1,714)
2022
Other comprehensive income, net	2,289	2,766	(892)	4,163
Reserve at the end of the year	1,385	1,026	38	2,449
2023
Other comprehensive income, net	(1,404)	586	(355)	(1,173)

Reserve at the end of the year	(19)	1,612	(317)	1,276
1. For information on derivatives refer to note 4.5.

According to Danish corporate law, reserves available for distribution as dividends are based on the financial statements of the parent company, Novo Nordisk A/S. Dividends are declared and paid from distributable reserves. As of 31 December 2023, distributable reserves total DKK 78,779 million (DKK 63,136 million in 2022), corresponding to the parent company's retained earnings and Reserve for cash flow hedges and exchange rate adjustments.

4.4 Financial risks

Management has assessed the following key financial risks:


Type			Financial risk
Foreign exchange risk			High
Credit risk			Low
Interest rate risk			Low
Liquidity risk			Low

Novo Nordisk has centralised management of the Group's financial risks. The overall objectives and policies for the company's financial risk management are outlined in the internal Treasury Policy, which is approved by the Board of Directors. The Treasury Policy consists of the Foreign Exchange Policy, the Investment Policy, the Financing Policy and the Policy regarding Credit Risk on Financial Counterparts, and includes a description of permitted use of financial instruments and risk limits.

Novo Nordisk only hedges commercial exposures and consequently does not enter into derivative transactions for trading or speculative purposes. Novo Nordisk uses a fully integrated treasury management system to manage all financial positions, and all positions are marked-to-market.

Foreign exchange risk

Foreign exchange risk is the most important financial risk for Novo Nordisk and can have a significant impact on the income statement, statement of comprehensive income, balance sheet and cash flow statement. The majority of Novo Nordisk's sales are in USD, EUR, CNY, CAD, JPY and GBP. The foreign exchange risk is most significant in USD, CNY and CAD, while the EUR exchange rate risk is regarded as low because of Denmark's fixed exchange rate policy towards EUR. The overall objective of foreign exchange risk management is to reduce the short-term negative impact of exchange rate fluctuations on earnings and cash flow, thereby contributing to the predictability of the financial results. Novo Nordisk hedges existing assets and liabilities in key currencies as well as future expected cash flows up to a maximum of 24 months forward.

Hedge accounting is applied to match the impact of the hedged item and the hedging instrument in the consolidated income statement. The currency hedging strategy balances risk reduction and cost of hedging by use of foreign exchange forwards and foreign exchange options matching the due dates of the hedged items. Expected cash flows are continually assessed using historical inflows, budgets and monthly sales forecasts.

Hedge effectiveness is assessed on a regular basis. Management has chosen to classify the result of hedging activities as part of financial items.


Key currencies
	USD	CNY	CAD	JPY	GBP
Average exchange rate applied (DKK per 100)
2023	689	97	511	4.91	857
2022	708	105	543	5.40	873
2021	629	97	502	5.73	865
Year-end exchange rate applied (DKK per 100)
2023	674	95	509	4.77	858
2022	697	101	515	5.29	838
2021	657	103	517	5.70	885

Foreign exchange rate sensitivity analysis

At year-end, an immediate 5% decrease in the disclosed currencies versus DKK and EUR is estimated by Management to have the following impact on Novo Nordisk's operating profit for the next 12 months.


Sensitivity on operating profit of an immediate 5% decrease in key currencies1
DKK million	USD	CNY	CAD	JPY	GBP
2024	(5,700)	(500)	(530)	(210)	(150)
2023	(3,180)	(500)	(320)	(240)	(160)
1. An immediate 5% increase would have the opposite impact of the above.

As per the end of 2023, a positive market value of financial contracts related to hedging of foreign exchange risk of DKK 1,612 million had been deferred for recognition in 2024 (in 2022 a positive market value of DKK 1,026 million was deferred for recognition in 2023).


			Novo Nordisk Annual Report 2023			Introducing Novo Nordisk Strategic Aspirations Risks Management Consolidated statements Additional information			70


Sensitivity of an immediate 5% decrease in currency rates on 31 December versus DKK2
DKK million	2023	2022
Sensitivity of all currencies
Income statement	(117)	(37)
Other comprehensive income	6,058	3,431
Total	5,941	3,394
Hereof sensitivity of USD
Income statement	70	150
Other comprehensive income	5,082	2,923
Total	5,152	3,073
2. An immediate 5% increase would have the opposite impact of the above.

The foreign exchange sensitivity analysis comprises effects from the Group's cash, trade receivables and trade payables, current loans, current and non-current financial investments, lease liabilities and foreign exchange forwards. Anticipated currency transactions, investments in foreign subsidiaries and non-current assets are not included.


Financial contracts coverage at year end
Months	USD	CNY3	CAD	JPY	GBP
2023	12	12	9	12	0
2022	12	0	9	12	11
3. Chinese yuan traded offshore (CNH) is used to hedge Novo Nordisk's CNY currency exposure.

The table above shows financial contracts existing at year-end to cover the expected future cash flow for the disclosed number of months. During 2023, the hedging horizon varied between 9 and 12 months for USD, CAD and JPY. The hedge horizon for CNY has been increased from 0 to 12 months, while GBP has been phased out. Average hedge rate for USD cash flow hedges is 676 at the end of 2023 (696 at the end of 2022).

Credit risk

Credit risk arises from the possibility that transactional counterparties may default on their obligations, causing financial losses for the Group.


Credit exposure for cash at bank, marketable securities and derivative financial instruments (fair value)
DKK million	Cash at bank	Marketable securities	Derivative financial instruments	Total
2023
AAA range	—	15,838	—	15,838
AA range	6,451	—	912	7,363
A range	7,292	—	1,432	8,724
BBB range	17	—	—	17
Not rated or below BBB range	632	—	—	632
Total	14,392	15,838	2,344	32,574
2022
AAA range	6	10,797	—	10,803
AA range	5,507	—	963	6,470
A range	6,550	124	1,764	8,438
BBB range	124	—	—	124
Not rated or below BBB range	466	—	—	466
Total	12,653	10,921	2,727	26,301

Credit risk exposure to financial counterparties

Novo Nordisk considers its maximum credit exposure to financial counterparties to be DKK 32,574 million (DKK 26,301 million in 2022). In addition, Novo Nordisk considers its maximum credit exposure to trade receivables, other receivables (less prepayments and VAT receivables) and other financial assets to be DKK 67,209 million (DKK 52,714 million in 2022). Refer to note 4.9 for details of the Group's total financial assets.

To manage credit risk regarding financial counterparties, Novo Nordisk only enters into derivative financial contracts and money market deposits with financial counterparties possessing a satisfactory long-term credit rating from at least two of the three selected rating agencies: Standard and Poor's, Moody's and Fitch. Furthermore, maximum credit lines defined for each counterparty diversify the overall counterparty risk. The credit risk on marketable securities is low, as investments are made in highly liquid bonds with predominantly AAA credit ratings.

Credit risk exposure to non-financial counterparties

Outside the US, Novo Nordisk has no significant concentration of credit risk related to trade receivables or other receivables and prepayments, because the exposure in general is spread over a large number of counterparties and customers. In the US, the three major wholesalers account for a large proportion of total net sales, see note 2.1. However, US wholesaler credit ratings are monitored, and part of the trade receivables are sold on full non-recourse terms; see below for details.

Novo Nordisk closely monitors the current economic conditions of countries impacted by currency fluctuations, high inflation and an unstable political climate. These indicators, as well as payment history are taken into account in the valuation of trade receivables. The country risk ratings in 2023 have overall remained unchanged from 2022 to 2023.

Trade receivable programmes

At year-end, the Group had derecognised receivables without recourse having due dates after 31 December 2023 amounting to:


DKK million	2023	2022	2021
US	5,059	1,394	1,313
Japan	2,050	2,273	2,453

Novo Nordisk's subsidiaries in the US and Japan employ trade receivable programmes in which trade receivables are sold on full non-recourse terms to optimise working capital.

Refer to note 3.4 for the split of allowance for trade receivables by geographical segment.

Interest rate risk

Novo Nordisk’s exposure to interest rate risk is considered to be low due to the capital structure. Non-current debt consists of fixed rate instruments. Interest rate risk on marketable securities of DKK 15,838 million is considered low due to a low portfolio duration.

Liquidity risk

The liquidity risk is considered to be low. Novo Nordisk ensures the availability of the required liquidity through a combination of cash management, highly liquid investment portfolios and both uncommitted and committed credit facilities. Novo Nordisk uses cash pools for optimisation and centralisation of cash management.


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Financial reserves
DKK million	2023	2022	2021
Cash and cash equivalents (note 4.7)	14,392	12,653	10,719
Marketable securities	15,838	10,921	6,765
Undrawn committed credit facility4	11,552	11,527	11,526

Borrowings (Note 4.6)	(5,431)	(480)	(12,861)
Financial reserves	36,351	34,621	16,149
4. The undrawn committed credit facility comprises a facility EUR 1,550 million in 2023 and EUR 1,550 million in 2022 committed by a portfolio of international banks. The facility matures in 2025.

Financial reserves comprise the sum of cash and cash equivalents at the end of the year, marketable securities with original term to maturity exceeding three months and undrawn committed credit and loan facilities, with a maturity of more than 12 months, less Eurobonds and bank overdrafts contractually obliged for repayment within 12 months of the balance sheet date.

4.5 Derivative financial instruments


	2023			2022
DKK million	Contract amount at year-end	Positive fair value at year-end	Negative fair value at year-end	Contract amount at year-end	Positive fair value at year-end	Negative fair value at year-end
Forward contracts USD1	104,022	1,600	193	59,292	1,591	907
Forward contracts CNH, CAD and JPY2	20,246	295	90	10,677	373	31
Forward contracts, cash flow hedges	124,268	1,895	283	69,969	1,964	938
Forward contracts USD1	65,870	330	946	38,432	639	1,942
Forward contracts EUR, CNH, CAD and others2	28,520	119	43	4,111	124	23
Forward contracts, fair value hedges	94,390	449	989	42,543	763	1,965
Total derivative financial instruments	218,658	2,344	1,272	112,512	2,727	2,903
Recognised in the income statement		449	989		763	1,965
Recognised in other comprehensive income		1,895	283		1,964	938
1. Average hedge rate for USD cash flow hedges is 676 at the end of 2023 (696 at the end of 2022) and average hedge rate for USD fair value hedges is 675 at the end of 2023 (714 at the end of 2022). 2. For 2022 the relevant currencies are CAD, JPY and GBP.

The fair value of cash flow hedges at year-end 2023, a gain of DKK 1,612 million, has been recognised in other comprehensive income.

The financial contracts are expected to impact the income statement within

the next 12 months, with deferred gains and losses on cash flow hedges

then being transferred to financial income or financial expenses. There is no expected ineffectiveness at 31 December 2023, primarily because hedging instruments match currencies of hedged cash flows.

Use of derivative financial instruments

The derivative financial instruments are used to manage the exposure to foreign exchange risk. None of the derivatives are held for trading. Novo Nordisk uses forward exchange contracts to hedge forecast transactions, assets and liabilities. Net investments in foreign subsidiaries are currently not hedged.

ACCOUNTING POLICIES

On initiation of the contract, Novo Nordisk designates each derivative financial contract that qualifies for hedge accounting as one of:

•hedges of the fair value of a recognised asset or liability (fair value hedge)

•hedges of the fair value of a forecast financial transaction (cash flow hedge).

All contracts are initially recognised at fair value and subsequently remeasured at fair value at the end of the reporting period.

Fair value hedges

Value adjustments of fair value hedges are recognised in the income statement along with any value adjustments of the hedged asset or liability that are attributable to the hedged risk.

Cash flow hedges

Value adjustments of the effective part of cash flow hedges are recognised in other comprehensive income. The cumulative value adjustment of these contracts is transferred from other comprehensive income to the income statement when the hedged transaction is recognised in the income statement. For cash flow hedges of foreign currency risk on highly probable non-financial asset purchases, the cumulative value adjustments are transferred directly from the cash flow hedge reserve to the initial cost of the asset when recognised.

Discontinuance of cash flow hedging

When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognised when the forecasted transaction is ultimately recognised in the income statement. When a forecasted transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the income statement under financial income or financial expenses.

For additional disclosures on accounting policies for financial instruments refer to note 4.9.


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4.6 Borrowings


Reconciliation of liabilities arising from financing activities					Non-cash movements
DKK million	Beginning of the year		Re-payments	Proceeds	Additions1	Disposals	Exchange rates	Other	End of the year
2023
Lease liabilities		4,529	(1,448)	—	2,809	(4)	(170)	10	5,726
Issued Eurobonds		20,775	—	—	—	—	46	3	20,824

Bank overdrafts		480	(19)	—	—	—	(4)	(1)	456


Total borrowings		25,784	(1,467)	—	2,809	(4)	(128)	12	27,006
2022
Lease liabilities		4,129	(998)	—	1,358	(1)	43	(2)	4,529
Issued Eurobonds		9,654	—	11,120	—	—	(2)	3	20,775
Loans		12,503	(12,623)	—	—	—	120	—	—
Bank overdrafts		359	(3)	95	—	—	27	2	480


Total borrowings		26,645	(13,624)	11,215	1,358	(1)	188	3	25,784
1. 2022 figures include additions from acquisition of business.


Issuance of Eurobonds		Nominal value in millions
Interest	Maturity	EUR	DKK
0.000% Fixed	Jun 2024	650	4,844
0.750% Fixed	Mar 2025	500	3,726
1.125% Fixed	Sep 2027	500	3,726
0.125% Fixed	Jun 2028	650	4,844
1.375% Fixed	Mar 2030	500	3,726

Eurobonds

In 2022, three tranches of Eurobonds with an aggregate principal amount of EUR 1.5 billion corresponding to DKK 11.1 billion were launched under the programme. Net proceeds of the issuances were used for general corporate purposes, including refinancing of the bridge loan facility established in connection with Novo Nordisk’s acquisition of Dicerna Pharmaceuticals, Inc. No bonds have been issued in 2023. The total fair value of issued Eurobonds amounts to DKK 19.7 billion (DKK 18.7 billion in 2022).

ACCOUNTING POLICIES

The lease liabilities are related to IFRS 16 leases, primarily for premises and company cars and include the present value of future lease payments during the lease term. Lease liabilities are initially measured at the present value of the lease payments outstanding at the commencement date, discounted using the incremental borrowing rate. The lease liability is measured using the effective interest method. The lease liability is subsequently remeasured to reflect changes in future lease payments, e.g. changes in lease terms. Issued bonds, loans and bank overdrafts are initially recognised at the fair value of the proceeds received less transaction costs. In subsequent periods these are measured at amortised cost using the effective interest method. The difference between the proceeds received and the nominal value is recognised in financial income or financial expenses over the term of the loan. Where substantially all the risks and rewards of ownership are retained in financial assets that have been transferred, the assets are not derecognised and the proceeds obtained are recognised as a financial liability. For fair value determination refer to note 4.9.


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Contractual undiscounted cash flows				2023
DKK million	Leases	Issued Eurobonds	Bank overdrafts	Total
2023
Within 1 year	1,318	4,975	456	6,749
1-3 years	1,902	3,948	—	5,850
3-5 years	1,253	8,695	—	9,948
More than 5 years	1,612	3,819	—	5,431
Total	6,085	21,437	456	27,978
Carrying amount end of the year	5,726	20,824	456	27,006
Non-current liabilities	4,552	15,976	—	20,528
Current liabilities	1,174	4,848	456	6,478
2022
Within 1 year	1,088	127	480	1,695
1-3 years	1,566	8,811	—	10,377
3-5 years	923	3,905	—	4,828
More than 5 years	1,416	8,672	—	10,088
Total	4,993	21,515	480	26,988
Carrying amount end of the year	4,529	20,775	480	25,784
Non-current liabilities	3,543	20,775	—	24,318
Current liabilities	986	—	480	1,466

4.7 Cash and cash equivalents


DKK million	2023	2022	2021
Cash at bank	14,392	12,653	10,720
Borrowings (note 4.6)	—	—	(1)
Cash and cash equivalents	14,392	12,653	10,719

Cash and cash equivalents at 31 December 2023 includes DKK 857 million that is restricted (DKK 458 million in 2022). The restricted cash balance relates to subsidiaries in which availability of currency for remittance of funds is temporarily scarce.

ACCOUNTING POLICIES

Cash and cash equivalents consist of cash offset by short-term bank overdrafts. Where short-term bank overdrafts are consistently overdrawn, they are excluded from cash and cash equivalents. The movement in such facilities is presented under financing activities in the cash flow statement.

4.8 Cash flow statement specifications


Other non-cash items
DKK million	2023	2022	2021

Interest income and interest expenses, net (note 4.10)	(527)	139	58
Capital gain/(loss) on investments, net (note 4.10)	106	124	(340)
Result of associated companies (note 4.10)	(81)	189	24
Other non-current receivables and prepayments	(1,224)	61	407
Other non-current liabilities	89	(260)	—
Share-based payment costs (note 5.1)	2,149	1,539	1,040
Increase/(decrease) in provisions (note 3.5) and retirement benefit obligations	32,243	19,080	16,581
Other	(373)	1,438	(4,354)
Total other non-cash items	32,382	22,310	13,416

Change in working capital
DKK million	2023	2022	2021
Inventories	(7,423)	(4,767)	(1,085)
Trade receivables	(14,210)	(9,917)	(12,909)
Other receivables and prepayments	(2,063)	(968)	(876)
Trade payables	10,019	6,717	3,153
Other liabilities	5,099	4,006	2,595
Adjustment for payables related to non-current assets	(2,432)	(1,567)	(15)
Adjustment related to acquisition of businesses	—	(143)	(1,409)
Change in working capital including exchange rate adjustments	(11,010)	(6,639)	(10,546)
Exchange rate adjustments	(1,235)	1,303	1,483
Cash flow change in working capital	(12,245)	(5,336)	(9,063)


			Novo Nordisk Annual Report 2023			Introducing Novo Nordisk Strategic Aspirations Risks Management Consolidated statements Additional information			74

4.9 Financial assets and liabilities


DKK million	2023	2022
Financial assets by category
Other financial assets	571	559
Marketable securities	15,838	10,921
Financial assets at fair value through the income statement	16,409	11,480
Derivative financial instruments (note 4.5)	2,344	2,727
Derivatives used as hedging instruments (assets)	2,344	2,727
Other financial assets	682	457
Trade receivables	31,729	16,593
Other receivables and prepayments (current and non-current)	9,498	6,211
•less prepayments and VAT receivables	(8,312)	(5,073)
Cash at bank (note 4.7)	14,392	12,653
Financial assets at amortised cost	47,989	30,841
Trade receivables in a factoring portfolio	33,041	33,967
Financial assets at fair value through other comprehensive income	33,041	33,967
Total financial assets at the end of the year by category	99,783	79,015
	—
Financial liabilities by category
Derivative financial instruments (note 4.5)	1,272	2,903
Derivatives used as hedging instruments (liability)	1,272	2,903
Borrowings (non-current) (note 4.6)1	20,528	24,318
Borrowings (current) (note 4.6)1	6,478	1,466
Trade payables	25,606	15,587
Other liabilities (non-current)	189	100
Other liabilities (current)	28,705	23,606
•less VAT and duties payable	(600)	(875)
Financial liabilities measured at amortised cost	80,906	64,202
Total financial liabilities at the end of the year by category	82,178	67,105
1. Refer to note 4.6 for a maturity analysis for non-current and current borrowings.


Fair value measurement hierarchy
DKK million	2023	2022
Active market data (level 1)	16,052	11,288
Directly or indirectly observable market data (level 2)	2,344	2,727
Not based on observable market data (level 3)	33,398	34,159
Total financial assets at fair value	51,794	48,174
Active market data (level 1)	—	—
Directly or indirectly observable market data (level 2)	1,272	2,903
Not based on observable market data (level 3)	—	—
Total financial liabilities at fair value	1,272	2,903

Financial assets and liabilities measured at fair value can be categorised using the fair value measurement hierarchy above. There were no transfers between the 'Active market data' and 'Directly or indirectly observable market data' categories during 2023 or 2022. The fair value of issued Eurobonds, which is disclosed in note 4.6, are based on 'Active market data'. There are no significant intangible assets or items of property, plant and equipment measured at fair value. For a description of the credit quality of financial assets such as trade receivables, cash at bank, current debt and derivative financial instruments, refer to notes 4.4 and 4.5.

ACCOUNTING POLICIES

Depending on purpose, Novo Nordisk classifies financial instruments into the following categories:

•Financial assets at fair value through the income statement

•Derivatives used as hedging instruments

•Financial assets at amortised cost

•Financial assets at fair value through other comprehensive income

•Financial liabilities at amortised cost

Recognition and measurement

Financial assets measured at fair value through the income statement consist of other financial assets, which comprise of equity investments, and marketable securities. These financial instruments are initially recognised at fair value. Net gains and losses arising from changes in the fair value of equity instruments and marketable securities are recognised in the income statement as financial income or expenses.

For a description of accounting policies on derivative financial instruments designated to hedge accounting, refer to note 4.5.

Financial assets at amortised cost are cash at bank and non-derivative financial assets solely with payments of principal and interest. Novo Nordisk normally 'holds-to-collect'

the financial assets to attain the contractual cash flows. If collection is expected within one year (or in the normal operating cycle of the business, if longer), they are classified as current assets. If not, they are presented as non-current assets. These are initially measured at fair value less transaction costs, except for trade receivables that are initially measured at the transaction price. Subsequently, they are measured at amortised cost using the effective interest method less impairment. For a description of accounting policies on trade receivables, refer to note 3.4.

Financial assets at fair value through other comprehensive income are trade receivables that are held to collect or to sell in factoring agreements.

Financial liabilities at amortised cost consist of borrowings (loans, issued Eurobonds, bank overdrafts and lease liabilities), trade payables and other liabilities (primarily employee cost payables, payables related to assets under construction, sales rebates and deferred income). These are initially recognised at the fair value less transaction costs. Subsequently, they are measured at amortised cost using the effective interest method. For initial recognition of lease liabilities refer to note 4.6.

Fair value measurement

If an active market exists, the fair value of a financial instrument is based on the most recently observed market price at the end of the reporting period. If a financial instrument is quoted in a market that is not active, Novo Nordisk bases its valuation on the most recent transaction price. Adjustment is made for subsequent changes in market conditions, for instance by including transactions in similar financial instruments assumed to be motivated by normal business considerations. The fair values of quoted investments are based on current bid prices at the end of the reporting period.

Financial assets for which no active market exists are carried at fair value based on a valuation methodology. The fair value of such financial instruments are determined on the basis of quoted market prices of financial instruments traded in active markets. The fair value of standard and simple financial instruments, such as foreign exchange forward contracts, interest rate swaps, currency swaps and unlisted bonds, is measured according to generally accepted valuation techniques. Market-based input is used to measure the fair value.

The fair value of trade receivables in a factoring portfolio is calculated based on the net invoice amount (invoice amount less charge-backs) less the fee payable to the factoring entity. The factoring fee is insignificant due to the short period between the time of sale to the factoring entity and the invoice due date and the rate applicable. Inputs into the estimate of US wholesaler charge-backs are described in note 2.1.


			Novo Nordisk Annual Report 2023			Introducing Novo Nordisk Strategic Aspirations Risks Management Consolidated statements Additional information			75

4.10 Financial income and expenses


DKK million	2023	2022	2021
Financial income
Interest income1	1,069	239	231
Foreign exchange gain (net)	308	—	—
Financial gain from forward contracts (net)	1,344	—	2,316
Capital gain on investments	—	—	340
Capital gain on marketable securities	143	—	—
Result of associated companies	81	—	—
Total financial income	2,945	239	2,887
Financial expenses
Interest expenses on debts and borrowings	542	378	289
Foreign exchange loss (net)	—	2,885	1,972
Financial loss from forward contracts (net)	—	1,766	—
Capital loss on investments	106	124	—
Capital loss on marketable securities	—	463	44
Result of associated companies	—	189	24
Other financial expenses	197	181	122
Total financial expenses	845	5,986	2,451
1. Interest income include DKK 370 million from marketable securities at fair value through the income statement (2022: DKK 78 million; 2021: DKK 30 million) while the remaining interest income is derived from financial assets at amortised cost.


Financial impact from forward contracts, specified
DKK million	2023	2022	2021
Income/(loss) transferred from other comprehensive income	1,026	(1,740)	1,802
Realised fair value adjustment of transferred contracts	214	(3,772)	(1,411)
Unrealised fair value adjustments of forward contracts2	(540)	(1,202)	1,246
Realised foreign exchange gain/(loss) on forward contracts	644	4,948	679
Financial income/(expense) from forward contracts	1,344	(1,766)	2,316
2. Refer to note 4.5 for information on open fair value hedge contracts at 31 December.

ACCOUNTING POLICIES

As described in note 4.4, Management has chosen to classify the result of hedging activities as part of financial items in the income statement, except for foreign currency-risk cash flow hedges on highly probable non-financial asset purchases where the cumulative value adjustments are transferred directly from the cash flow hedge reserve to the initial cost of the asset when recognised.

Financial items primarily relate to foreign exchange elements and are mainly impacted by the cumulative value adjustment of cash flow hedges transferred from other comprehensive income to the income statement when the hedged transaction is recognised in the income statement.

In addition, value adjustments of fair value hedges are recognised in financial income and financial expenses along with any value adjustments of the hedged asset or liability that are attributable to the hedged risk.


			Novo Nordisk Annual Report 2023			Introducing Novo Nordisk Strategic Aspirations Risks Management Consolidated statements Additional information			76

Section 5

Other disclosures

5.1 Share-based payment schemes


Share-based payment expensed in the income statement
DKK million	2023	2022	2021
Restricted stock units to employees	365	265	189
Long-term share-based incentive programme (Management Board)1	304	250	234
Long-term share-based incentive programme (Management group below Management Board)	1,271	819	598
Restricted stock units to individual employees	209	205	19
Share-based payment expensed in the income statement	2,149	1,539	1,040
1. In 2021, Novo Nordisk introduced a new share-based compensation programme with terms, which amortises the grant date valuation over three years (the 2020 programme was amortised over four years). The 2023 expense includes amortisation of the 2020, 2021, 2022 and 2023 programmes.

Restricted stock units to employees

In connection with Novo Nordisk's 100 year anniversary and in appreciation of the efforts of employees during recent years, as of 1 February 2023, all eligible employees in the company were offered 74 restricted stock units. Each restricted stock unit gives the holder the right to receive one Novo Nordisk B share free of charge in August 2026, subject to continued employment. The cost of the DKK 1,331 million programme is amortised over the vesting period.

Long-term share-based incentive programme

Management Board

During 2023, Management Board participated in four long-term incentive programmes (LTIP) which commenced in 2020, 2021, 2022 and 2023 respectively.

The LTIPs commenced in 2021, 2022 and 2023 have a three-year performance period, subject to continued employment, and a subsequent two-year holding period. Targets are set at the beginning of the performance period and include determination of threshold, on-target level of performance and level of performance to achieve maximum allocation of shares. The maximum share allocation at grant cannot exceed 26 months' base salary for the CEO, 19.5 months' base salary for executive vice presidents and up to 15.6 months' base salary for senior vice presidents. Hence the LTIP is capped at a number of shares at the time of grant. Financial targets are set by the Board for a three-year period, and are linked to three-year average growth in sales and operating profit, while every year the Board has set the non-financial targets for a one-year period. All targets are aligned to Novo Nordisk's Strategic Aspirations 2025: Purpose and sustainability, Innovation and therapeutic focus, Commercial execution and Financials. Target achievement is assessed by the Board.

The grant date of the 2023-programme was February 2023, and the share price used for the determining the grant date fair value of the award (DKK 456) was the average share price for Novo Nordisk B shares on Nasdaq Copenhagen in the period 2-16 February 2023, adjusted for the expected dividend. Based on the split of participants at the grant date, 46% of the allocated shares is be allocated to members of Executive Management and 54% to other members of the Management Board.

The LTIP which commenced in 2020 is likewise subject to a three-year performance period in which the number of allocated shares may increase or decrease in line with performance, which is linked to financial targets, including sales growth and economic value creation, and non-financial targets, including achievement of clinical trial milestones and market authorisation for specific products. The maximum share allocation is capped in a similar way as the LTIPs described above.

All restricted stock units and shares allocated to Management are settled by transfers of treasury shares at the time of vesting.

Management group below the Management Board

The Management group below the Management Board has a share-based incentive programme with similar performance criteria as Management Board. Financial targets are set by the Board for a three-year period, while the non-financial targets have been set by the Board each year.

On 31 December 2023, a total of 18.9 million shares (21.4 million in 2022 and 19.8 million in 2021) were outstanding including all ongoing programmes.

ACCOUNTING POLICIES

Novo Nordisk operates equity-settled, share-based compensation plans.

The fair value of the employee services received in exchange for the grant of shares is recognised as an expense and allocated over the vesting period.

The total amount to be expensed over the performance and vesting period is determined by reference to the fair value of the shares granted, excluding the impact of any non-market vesting conditions. The fair value is fixed at the grant date, and adjusted for expected dividends during the vesting period. Non-market vesting conditions are included in assumptions about the number of shares that are expected to vest. At the end of each reporting period, Novo Nordisk revises its estimates of the number of shares expected to vest. Novo Nordisk recognises the impact of the revision of the original estimates, if any, in the income statement and in a corresponding adjustment to equity (change in proceeds) over the remaining vesting period. Adjustments relating to previous years are included in the income statement in the year of adjustment.


			Novo Nordisk Annual Report 2023			Introducing Novo Nordisk Strategic Aspirations Risks Management Consolidated statements Additional information			77


General terms and conditions of 2020-2023 programmes1
	Employees' 100 year anniversary programme	Management Board				Management group below Management Board				Individual employees
	2023	2023	2022	2021	2020	2023	2022	2021	2020	2023	2022	2021
Preliminary number of shares to be allocated2 (million)	3.0	0.6	0.7	1.0	0.9	3.1	3.3	3.0	2.4	0.3	0.8	0.3
Fair value per restricted stock unit at grant date (DKK)	446	456	320	212	206	456	320	212	206	544	371	269

Performance and vesting period	2023 to 2026	2023 to 2025	2022 to 2024	2021 to 2023	2020 to 2023	2023 to 2025	2022 to 2024	2021 to 2023	2020 to 2023	2023 to 2026	2022 to 2025	2021 to 2024
Allocation date	Aug 2026	Feb 2026	Feb 2025	Feb 2024	Feb 2024	Feb 2026	Feb 2025	Feb 2024	Feb 2024	2026	2025	2024
Amortisation period	3.5 years	3 years	3 years	3 years	4 years	3 years	3 years	3 years	4 years	3 years	3 years	3 years
1. As of 13 September 2023, the trading unit of the Novo Nordisk B shares listed on NASDAQ Copenhagen and ADRs listed on the New York Stock Exchange (NYSE) was changed from DKK 0.20 to DKK 0.10. Comparative figures have been restated to reflect the change in trading unit from DKK 0.20 to DKK 0.10. 2. The number of shares to be allocated under the LTIPs to Management Board and management group below Management Board, respectively, may potentially be reduced or increased depending on whether Novo Nordisk's performance during the three-year performance period is higher or lower compared to targets determined by the Board. The maximum number is capped.


			Novo Nordisk Annual Report 2023			Introducing Novo Nordisk Strategic Aspirations Risks Management Consolidated statements Additional information			78

5.2 Commitments


Contractual obligations not recognised in the balance sheet
DKK million (undiscounted)	Current	Non-current	Total
2023
Leases1	144	2,053	2,197
Research and development obligations	8,678	13,235	21,913
Research and development – potential milestone payments2	1,234	27,311	28,545
Commercial product launch – potential milestone payments2	—	12,952	12,952
Purchase obligations relating to investments in property, plant and equipment	4,222	1,693	5,915
Purchase obligations relating to contract manufacturers	6,315	26,792	33,107
Other purchase obligations	7,151	5,888	13,039
Total obligations not recognised in the balance sheet	27,744	89,924	117,668
2022
Leases1	205	1,641	1,846
Research and development obligations	5,988	7,582	13,570
Research and development – potential milestone payments2	376	5,011	5,387
Commercial product launch – potential milestone payments2	—	7,598	7,598
Purchase obligations relating to investments in property, plant and equipment	1,696	1,427	3,123
Purchase obligations relating to contract manufacturers	3,537	9,825	13,362
Other purchase obligations	15,225	4,541	19,766
Total obligations not recognised in the balance sheet	27,027	37,625	64,652

1. Predominantly relates to estimated variable property taxes, leases committed but not yet commenced and low value leases. 2. Potential milestone payments are associated with uncertainty because they are linked to successful achievements in research activities.

Contractual obligations

Research and development obligations include contingent payments related to achieving development milestones. Such amounts entail uncertainties in relation to the period in which payments are due because a proportion of the obligations are dependent on milestone achievements. Exercise fees and subsequent milestone payments under in-licensing option agreements are excluded, as Novo Nordisk is not contractually obligated to make such payments. Commercial product launch milestones include contingent payments solely related to achievement of a commercial product launch following regulatory approval. The increase in research and development obligation is driven by the general increase in business activities.

Commercial milestones, royalties and other payments based on a percentage of sales generated from sale of goods following marketing approval are excluded from the contractual commitments analysis because of their contingent nature, related to future sales.

The purchase obligations related to investments in property, plant and equipment primarily relates to production capacity expansion projects. Novo Nordisk expects to fund these commitments with existing cash and cash flow from operations.

Other purchase commitments mainly consist of commitments related to promotional and media activities, professional and consulting activities and strategic sourcing contracts.

The contractual obligations not recognised in the balance sheet represent contractual payments and are not discounted and are not risk-adjusted.

Other guarantees

Other guarantees amount to DKK 1,878 million (DKK 1,222 million in 2022). Other guarantees primarily relate to performance guarantees issued by Novo Nordisk.

5.3 Acquisition of businesses


Fair value recognised at date of acquisition
												2022
DKK million												Forma Therapeutics
Intellectual property rights												5,766
Other intangible assets												492
Financial assets												77
Marketable securities												1,470
Cash												1,027
Deferred tax assets (liabilities), net												(709)
Other net assets												(21)
Net identifiable assets acquired												8,102
Goodwill												—



Consideration transferred												8,102
Cash acquired												(1,027)
Cash used for acquisition of businesses												7,075

Business combinations in 2023

No transactions completed during 2023 were classified as acquisitions of businesses.

Business combinations in 2022

On 14 October 2022, Novo Nordisk acquired all outstanding shares of the publicly held US company Forma Therapeutics Holdings, Inc. at a price of USD 20 per share via a cash tender offer, equal to a total purchase price of DKK 8,102 million. At end of 2022, the initial accounting for goodwill, intellectual property rights, other intangible assets and deferred tax assets and liabilities remained provisional. The valuation of these were finalised in 2023 with the result that net deferred tax liabilities were reduced retrospectively by DKK 524 million to a total of DKK 709 million. The reduction was offset by a corresponding amount to goodwill. The valuation of intellectual property rights and other intangible assets remain unchanged.


			Novo Nordisk Annual Report 2023			Introducing Novo Nordisk Strategic Aspirations Risks Management Consolidated statements Additional information			79

ACCOUNTING POLICIES

The acquisition method of accounting is used to account for all business combinations.

The purchase price for a business comprises the fair values of the assets transferred, liabilities incurred to the former owners including warrant holders of the acquired business and the fair value of any asset or liability resulting from a contingent consideration arrangement. Any amount of the purchase price which effectively comprises a settlement of a pre-existing relationship is not part of the exchange for the acquiree and is therefore not included in the consideration for the purpose of applying the acquisition method. Settlements of pre-existing relationships are accounted for as separate transactions in accordance with the relevant IFRS standards.

Identifiable assets and liabilities and contingent liabilities assumed are measured at fair value at the date of acquisition by applying relevant valuation methods. Acquisition-related costs are expensed as incurred. Goodwill is recognised at the excess of purchase price over the fair value of net identifiable assets acquired and liabilities assumed.

KEY ACCOUNTING ESTIMATES IN DETERMINING THE FAIR VALUE OF
INTANGIBLE ASSETS

The application of the acquisition method involves the use of significant estimates because the identifiable net assets of the acquiree are recognised at their fair value for which observable market prices are typically not available. This is particularly relevant for intangible assets which require use of valuation techniques typically based on estimates of present value of future uncertain cash flows. For the 2022 acquisition of Forma Therapeutics Holdings, Inc. valuations of intellectual property rights were based on estimated and risk adjusted net present value of future cash flows.

5.4 Related party transactions


Material transactions with related parties
DKK million	2023	2022	2021
Novo Holdings A/S
Purchase of Novo Nordisk B shares	8,775	6,984	6,695
Dividend payment to Novo Holdings A/S	9,028	7,207	6,144
NNIT Group
Services provided by NNIT	436	660	593
Dividend payment from NNIT	—	—	(4)
Altasciences Group
Services provided by Novo Nordisk	—	—	—
Services provided by Altasciences	229	70	11
Novozymes Group
Services provided by Novo Nordisk	(48)	(78)	(116)
Services provided by Novozymes	112	92	78

Novo Nordisk A/S is controlled by Novo Holdings A/S (incorporated in Denmark), which owns 28.1% of the share capital in Novo Nordisk A/S, representing 77.1% of the total number of votes. The remaining shares are widely held. The ultimate parent of the Group is the Novo Nordisk Foundation (incorporated in Denmark). Both entities are considered related parties.

As associated companies of Novo Nordisk A/S, NNIT Group and Churchill Stateside Solar Fund XIV, LLC ('CS Solar Fund XIV') are considered related parties. As associated companies of Novo Holdings A/S, Unchained Labs, Inc. and Altasciences Company Inc. are considered related parties to Novo Nordisk A/S. As Novo Holdings is a controlling shareholder, the Novozymes Group, Sonion Group and Xellia Pharmaceuticals are also considered to be related parties, as well as the Board of Directors and Executive Management of Novo Nordisk A/S.

In 2023, Novo Nordisk A/S acquired 14,025 B shares, worth DKK 8.8 billion, from Novo Holdings A/S as part of the DKK 30.0 billion share repurchase programme. The transaction price for each transaction was calculated as the average market price in the open window period following the announcements of the financial results for the first and third quarters in 2023.

There were no transactions with the Board of Directors or Executive Management besides remuneration.

There were no material unsettled balances with related parties at the end of the year.

5.5 Fees to statutory auditors


DKK million	2023	2022	2021
Statutory audit1	30	38	26
Audit-related services	3	2	3
Tax advisory services	8	3	4
Other services	18	12	4
Total fees to statutory auditors	59	55	37
1. 2022 statutory audit fee includes DKK 9 million of additional fee related to 2021.

Fees for services other than statutory audit of the financial statements amount to DKK 29 million (DKK 17 million in 2022 and DKK 11 million in 2021).

In 2023, Deloitte Statsautoriseret Revisionspartnerselskab provided other services than statutory audit in the amount of DKK 18 million (DKK 12 million in 2022 and
DKK 6 million in 2021) which relate to tax due diligence and transfer pricing, management consulting for strategic projects, leadership training, review of ESG
data and other assurance assessments and opinions.


			Novo Nordisk Annual Report 2023			Introducing Novo Nordisk Strategic Aspirations Risks Management Consolidated statements Additional information			80

5.6 General accounting policies

Principles of consolidation

The consolidated financial statements incorporate the financial statements of the parent company Novo Nordisk A/S and entities controlled by Novo Nordisk A/S. Control exists when Novo Nordisk has effective power over the entity and has the right to variable returns from the entity. The results of subsidiaries acquired or disposed of during the year are included in the consolidated income statement from the effective date of acquisition and up to the effective date of disposal.

Functional and presentation currency

Items included in the financial statements of Novo Nordisk's entities are measured using the currency of the primary economic environment in which the entity operates (functional currency). The consolidated financial statements are presented in Danish kroner (DKK), which is also the functional and presentation currency of the parent company.

Translation of transactions and balances

Foreign currency transactions are translated into the functional currency using the prevailing exchange rates at the transaction dates. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities are recognised in the income statement. Foreign currency differences arising from the translation of effective qualifying cash flow hedges are recognised in other comprehensive income.

Translation of Group companies

Financial statements of foreign subsidiaries are translated into DKK at the exchange rates prevailing at the end of the reporting period for balance sheet items, and at average exchange rates for income statement items. All effects of exchange rate adjustments are recognised in other comprehensive income.

Cash flow statement

The Cash flow statement is presented in accordance with the indirect method commencing with net profit for the year.


			Novo Nordisk Annual Report 2023			Introducing Novo Nordisk Strategic Aspirations Risks Management Consolidated statements Additional information			81

5.7 Companies in the Novo Nordisk Group

Activity:

•

Sales and marketing

•

Production

•

Research and development

•

Services/investments

Company and country

Activity

Parent company

Novo Nordisk A/S, Denmark

•

Subsidiaries by geographical area

Company and country

Percentage of shares owned

Activity

North America Operations

Inversago Pharma Inc., Canada

100

•

Novo Nordisk Canada Inc., Canada

100

•

Novo Nordisk North America Operations A/S, Denmark

100

•

Novo Nordisk Inc., US

100

•

Novo Nordisk Pharmaceutical Industries LP, US

100

•

Novo Nordisk Pharmatech US, Inc., US

100

•

Novo Nordisk Pharma, Inc., US

100

•

Novo Nordisk Research Center Indianapolis, Inc., US

100

•

Novo Nordisk Research Center Seattle, Inc., US

100

•

Novo Nordisk US Bio Production, Inc., US

100

•

Novo Nordisk US Commercial Holdings, Inc., US

100

•

Novo Nordisk US Holdings Inc., US

100

•

Dicerna Pharmaceuticals, Inc., US

100

•

Emisphere Technologies, Inc., US

100

•

Forma Therapeutics, Inc., US

100

•

Region International Operations

Novo Nordisk Pharmaceuticals A/S, Denmark

100

•

Novo Nordisk Pharma Operations A/S, Denmark

100

•

Novo Nordisk Region AAMEO and LATAM A/S, Denmark

100

•

Novo Nordisk Region Europe A/S, Denmark

100

•

Novo Nordisk Region Japan & Korea A/S, Denmark

100

•

Region EMEA

Aldaph SpA, Algeria

100

•

Novo Nordisk Pharma GmbH, Austria

100

•

S.A. Novo Nordisk Pharma N.V., Belgium

100

•

Novo Nordisk Pharma d.o.o., Bosnia and Herzegovina

100

•

Novo Nordisk Pharma EAD, Bulgaria

100

•

Novo Nordisk Hrvatska d.o.o., Croatia

100

•

Novo Nordisk s.r.o., Czech Republic

100

•

Novo Nordisk Denmark A/S, Denmark

100

•

Novo Nordisk Pharmatech A/S, Denmark

100

•

Novo Nordisk Egypt LLC, Egypt

100

•

Novo Nordisk Egypt Pharmaceuticals Ltd., Egypt

100

•

Company and country

Percentage of shares owned

Activity

Novo Nordisk Estonia OÜ, Estonia

100

•

Novo Nordisk Farma OY, Finland

100

•

Biocorp Production S.A., France

100

•

Novo Nordisk, France

100

•

Novo Nordisk Production SAS, France

100

•

Novo Nordisk Pharma GmbH, Germany

100

•

Novo Nordisk Hellas Epe., Greece

100

•

Novo Nordisk Hungária Kft., Hungary

100

•

Novo Nordisk Limited, Ireland

100

•

Novo Nordisk Ltd, Israel

100

•

Novo Nordisk S.P.A., Italy

100

•

Novo Nordisk Kazakhstan LLP, Kazakhstan

100

•

Novo Nordisk Kenya Ltd., Kenya

100

•

Novo Nordisk Latvia SIA, Latvia

100

•

Novo Nordisk Pharma SARL, Lebanon

100

•

UAB Novo Nordisk Pharma, Lithuania

100

•

Novo Nordisk Farma dooel, North Macedonia

100

•

Novo Nordisk Pharma SAS, Morocco

100

•

Novo Nordisk B.V., Netherlands

100

•

Novo Nordisk Finance (Netherlands) B.V., Netherlands

100

•

Novo Nordisk Pharma Limited, Nigeria

100

•

Novo Nordisk Norway AS, Norway

100

•

Novo Nordisk Pharmaceutical Services Sp. z.o.o., Poland

100

•

Novo Nordisk Pharma Sp.z.o.o., Poland

100

•

Novo Nordisk Portugal, Lda., Portugal

100

•

Novo Nordisk Farma S.R.L., Romania

100

•

Novo Nordisk Limited Liability Company, Russia

100

•

Novo Nordisk Production Support LLC, Russia

100

•

Novo Nordisk Saudi for Trading, Saudi Arabia

100

•

Novo Nordisk Pharma d.o.o. Belgrade (Serbia), Serbia

100

•

Novo Nordisk Slovakia s.r.o., Slovakia

100

•

Novo Nordisk, d.o.o., Slovenia

100

•

Novo Nordisk (Pty) Limited, South Africa

100

•

Novo Nordisk Pharma S.A., Spain

100

•

Novo Nordisk Scandinavia AB, Sweden

100

•

Novo Nordisk Health Care AG, Switzerland

100

•

Novo Nordisk Pharma AG, Switzerland

100

•

Novo Nordisk Tunisie SARL, Tunisia

100

•

Novo Nordisk Saglik Ürünleri Tic. Ltd. Sti., Turkey

100

•

Novo Nordisk Ukraine, LLC, Ukraine

100

•

Novo Nordisk Pharma Gulf FZE, United Arab Emirates

100

•

Novo Nordisk Holding Limited, UK

100

•

Novo Nordisk Limited, UK

100

•

Novo Nordisk Research Centre Oxford Limited, UK

100

•

Company and country

Percentage of shares owned

Activity

Region China

Novo Nordisk (China) Pharmaceuticals Co. Ltd., China

100

•

Novo Nordisk (Shanghai) Pharma Trading Co., Ltd., China

100

•

Novo Nordisk Region China A/S, Denmark

100

•

Novo Nordisk Hong Kong Limited, Hong Kong

100

•

Novo Nordisk Pharma (Taiwan) Ltd., Taiwan

100

•

Beijing Novo Nordisk Pharmaceuticals Science & Technology Co., Ltd., China

100

•

Region Rest of World

Novo Nordisk Pharma Argentina S.A., Argentina

100

•

Novo Nordisk Pharmaceuticals Pty. Ltd., Australia

100

•

Novo Nordisk Pharma (Private) Limited, Bangladesh

100

•

Novo Nordisk Produção Farmacêutica do Brasil Ltda., Brazil

100

•

Novo Nordisk Farmacêutica do Brasil Ltda., Brazil

100

•

Novo Nordisk Farmacéutica Limitada, Chile

100

•

Novo Nordisk Colombia SAS, Colombia

100

•

Novo Nordisk India Private Limited, India

100

•

Novo Nordisk Service Centre (India) Pvt. Ltd., India

100

•

PT. Novo Nordisk Indonesia, Indonesia

100

•

Novo Nordisk Pars, Iran

100

•

Novo Nordisk Pharma Ltd., Japan

100

•

Novo Nordisk Pharma (Malaysia) Sdn Bhd, Malaysia

100

•

Novo Nordisk Pharma Operations Sdn Bhd, Malaysia

100

•

Novo Nordisk Mexico S.A. de C.V., Mexico

100

•

Novo Nordisk Pharmaceuticals Ltd., New Zealand

100

•

Novo Nordisk Pharma (Private) Limited, Pakistan

100

•

Novo Nordisk Panama S.A., Panama

100

•

Novo Nordisk Peru S.A.C., Peru

100

•

Novo Nordisk Pharmaceuticals (Philippines) Inc., Philippines

100

•

Novo Nordisk Pharma (Singapore) Pte Ltd., Singapore

100

•

Novo Nordisk India Holding Pte Ltd., Singapore

100

•

Novo Nordisk Pharma Korea Ltd., South Korea

100

•

Novo Nordisk Lanka (PVT) Ltd, Sri Lanka

100

•

Novo Nordisk Pharma (Thailand) Ltd., Thailand

100

•

Novo Nordisk Vietnam Ltd., Vietnam

100

•

Other subsidiaries and associated companies

Company and country

Percentage of shares owned

Activity

NNE A/S, Denmark

100

•

NNIT A/S, Denmark

•

CS Solar Fund XIV, LLC, US

•

Companies without significant activities are not included in the list.

NNE A/S subsidiaries are not included in the list.


			Novo Nordisk Annual Report 2023			Part of the Management review – not audited			82

Financial definitions

(part of the Management review – not audited)

Financial ratios have been calculated in accordance with the guidelines from the Danish Society of Financial Analysts, and supplemented by certain key ratios for Novo Nordisk. Financial ratios are described below and in the section 'Non-IFRS financial measures'.

ADR

An American Depository Receipt (or ADR) represents ownership of the shares of a non-US company and trades in US financial markets.

Basic earnings per share (EPS)

Net profit divided by the average number of shares outstanding.

Diluted earnings per share

Net profit divided by average number of shares outstanding, including the dilutive effect of the outstanding restricted stock units.

Dividend payout ratio

Total dividends for the year as a percentage of net profit. Total dividends for the year comprise of interim dividend paid during the year and proposed ordinary dividend for the year.

EBITDA

EBITDA is defined as ’net profit’, adjusted for 'income taxes', 'financial items', 'depreciation and amortisation' and 'impairment losses'.

Effective tax rate

Income taxes as a percentage of profit before income taxes.

Gross margin

Gross profit as a percentage of net sales.

Net profit margin

Net profit as a percentage of net sales.

Number of shares outstanding

The total number of shares, excluding the holding of treasury shares.

Operating margin

Operating profit as a percentage of net sales.

Purchase of intangible assets

Cash flow statement amount for the purchase of intangible assets.

Purchase of property, plant and equipment

Cash flow statement amount for the purchase of property, plant
and equipment.

The definition of capital expenditure was redefined in 2019. Capital expenditure is now defined as purchase of property, plant and equipment from the cash flow statement.

The share capital of Novo Nordisk comprise of A-shares and B-shares, with B-shares listed on Nasdaq Copenhagen in trading units of nominal value DKK 0.10 and ADRs, that equals B-shares of nominal value DKK 0.10, being listed on New York Stock Exchange (NYSE). Key ratios per share, including number of outstanding shares, are aligned with trading units of nominal value DKK 0.10.

Working capital

Working capital measures the liquid assets Novo Nordisk has available for operations.


			Novo Nordisk Annual Report 2023			Part of the Management review – not audited			83

Non-IFRS financial measures

(part of the Management review – not audited)

In the Annual Report, Novo Nordisk discloses certain financial measures of the Group’s financial performance, financial position and cash flows that reflect adjustments to the most directly comparable measures calculated and presented in accordance with IFRS. These non-IFRS financial measures may not be defined and calculated by other companies in the same manner, and may therefore not be comparable.

The non-IFRS financial measures presented in the Annual Report are:

•Net sales and operating profit in constant exchange rates (CER)

•'Net profit’, adjusted for 'income taxes', 'financial items', 'depreciation and amortisation' and 'impairment losses' (EBITDA)

•Return on invested capital (ROIC)

•Free cash flow

•Cash to earnings

IFRS refers to an IFRS financial measure.

Sales and operating profit growth in constant exchange rates

'Growth in constant exchange rates' means that the effect of changes in exchange rates is excluded. It is defined as sales/operating profit for the period measured at the average exchange rates for the same period of the prior year, compared with net sales/operating profit for the same period of the prior year. Price adjustments within hyperinflation countries as defined in IAS 29 'Financial reporting in hyperinflation economies' are excluded from the calculation to avoid growth in constant exchange rates being artificially inflated. Growth in constant exchange rates is considered to be relevant information for investors in order to understand the underlying development in sales and operating profit by adjusting for the impact of currency fluctuations.


Net sales in constant exchange rates
DKK million	2023		2022		2021
Net sales IFRS	232,261		176,954		140,800
Effect of exchange rate	7,658		(13,024)		3,643
Net sales in constant exchange rates	239,919		163,930		144,443
Net sales previous year	176,954		140,800		126,946
% increase/(decrease) in reported currencies	31.3	%	25.7	%	10.9	%
% increase/(decrease) in constant exchange rates	35.6	%	16.4	%	13.8	%


Operating profit in constant exchange rates
DKK million	2023		2022		2021
Operating profit IFRS	102,574		74,809		58,644
Effect of exchange rate	4,898		(7,578)		2,332
Operating profit in constant exchange rates	107,472		67,231		60,976
Operating profit previous year	74,809		58,644		54,126
% increase/(decrease) in reported currencies	37.1	%	27.6	%	8.3	%
% increase/(decrease) in constant exchange rates	43.7	%	14.6	%	12.7	%

Earnings before interest, taxes, depreciation, amortisation and
impairment losses (EBITDA)

EBITDA is defined as ’net profit’, before 'income taxes', 'financial items', 'depreciation and amortisation' and 'impairment losses'.

Management believes EBITDA is a useful measure as it helps analyse operating results from core business operations without including the effects of capital structure, tax rates, depreciation, amortisation and impairment losses.

The following table shows a reconciliation of EBITDA with operating profit, the most directly comparable IFRS financial measures:


EBITDA
DKK million	2023	2022	2021
Net profit IFRS	83,683	55,525	47,757
Income taxes IFRS	20,991	13,537	11,323
Financial income IFRS	(2,945)	(239)	(2,887)
Financial expenses IFRS	845	5,986	2,451
Operating profit (EBIT) IFRS	102,574	74,809	58,644
Depreciation and amortisations	7,289	6,553	5,311
Impairment losses	2,124	809	714
EBITDA	111,987	82,171	64,669


			Novo Nordisk Annual Report 2023			Part of the Management review – not audited			84

Return on invested capital (ROIC)

ROIC is defined as 'operating profit after tax' (using the effective tax rate) as a percentage of average inventories, receivables, property, plant and equipment, intangible assets and deferred tax assets, less non-interest-bearing liabilities including provisions and deferred tax liabilities (where the average is the sum of the above assets and liabilities at the beginning of the year and at year-end divided by two).

Management believes ROIC is a useful measure in providing investors and Management with information regarding the Group's performance. The calculation of this financial target is a widely accepted measure of earnings efficiency in relation to total capital employed.

The following tables show the reconciliation of ROIC with operating profit/equity in %, the most directly comparable IFRS financial measure:


Operating profit/equity in %
DKK million	2023		2022		2021
Operating profit IFRS	102,574		74,809		58,644
/ Equity IFRS	106,561		83,486		70,746
Operating profit/equity in %	96.3	%	89.6	%	82.9	%


ROIC
DKK million	2023		2022		2021
Operating profit after tax	81,957		60,146		47,384
/ Average net operating assets	92,566		81,744		68,634
ROIC in %	88.5	%	73.6	%	69.0	%

ROIC numerator

Reconciliation of operating profit to operating profit after tax


DKK million	2023	2022	2021
Operating profit IFRS	102,574	74,809	58,644
Tax on operating profit (using effective tax rate)	(20,617)	(14,663)	(11,260)
Operating profit after tax	81,957	60,146	47,384

ROIC denominator


DKK million	2023	2022	2021
Intangible assets	60,406	50,939	43,171
Property, plant and equipment	90,961	66,671	55,362
Deferred income tax assets	20,380	13,904	8,672
Other receivables and prepayments (non-current)	1,430	206	267
Inventories	31,811	24,388	19,621
Trade receivables	64,770	50,560	40,643
Tax receivables	2,423	940	1,119
Other receivables and prepayments (current)	8,068	6,005	5,037
Deferred income tax liabilities	(10,162)	(7,061)	(5,271)
Retirement benefit obligations	(742)	(762)	(1,280)
Other liabilities (non-current)	(189)	(100)	(360)
Provisions (non-current)	(6,649)	(4,590)	(4,374)
Trade payables	(25,606)	(15,587)	(8,870)
Tax payables	(7,116)	(7,091)	(3,658)
Other liabilities (current)	(28,705)	(23,606)	(19,600)
Provisions (current)	(100,478)	(70,287)	(51,520)
Net operating assets	100,602	84,529	78,959
Average net operating assets	92,566	81,744	68,634

Reconciliation of net operating assets to equity: IFRS


DKK million	2023	2022	2021
Equity IFRS	106,561	83,486	70,746
Investment in associated companies	(410)	(327)	(525)
Other financial assets	(1,253)	(1,016)	(916)
Marketable securities	(15,838)	(10,921)	(6,765)
Derivative financial instruments	(2,344)	(2,727)	(1,690)
Cash at bank	(14,392)	(12,653)	(10,720)
Borrowings – non-current	20,528	24,318	12,961
Borrowings – current	6,478	1,466	13,684
Derivative financial instruments	1,272	2,903	2,184
Net operating assets	100,602	84,529	78,959


			Novo Nordisk Annual Report 2023			Part of the Management review – not audited			85

Free cash flow

Free cash flow is a measure of the amount of cash generated in the period which is available for the Board to allocate between Novo Nordisk's capital providers, through measures such as dividends, share repurchases and repayment of debt (excluding lease liability repayments) or for retaining within the business to fund future growth.

The following table shows a reconciliation of free cash flow with net cash generated from operating activities, the most directly comparable IFRS financial measure:


Free cash flow
DKK million	2023	2022	2021
Net cash generated from operating activities IFRS	108,908	78,887	55,000
Net cash used in investing activities IFRS	(43,892)	(24,918)	(31,605)
Net purchase of marketable securities IFRS	4,758	2,921	5,937
Addition on marketable securities through acquisition of business IFRS	—	1,470	861
Repayment on lease liabilities IFRS	(1,448)	(998)	(874)
Free cash flow	68,326	57,362	29,319

Cash to earnings

Cash to earnings is defined as 'free cash flow as a percentage of net profit'.

Management believes that cash to earnings is an important performance metric because it measures the Group’s ability to turn earnings into cash. Since Management wants this measure to capture the ability of the Group’s operations to generate cash, free cash flow is used as the numerator instead of net cash flow.

The following table shows the reconciliation of cash to earnings to cash flow from operating activities/net profit in %, the most directly comparable IFRS financial measure:


Cash flow from operating activities/net profit in %
DKK million	2023		2022		2021
Net cash generated from operating activities IFRS	108,908		78,887		55,000
/ Net profit IFRS	83,683		55,525		47,757
Cash flow from operating activities/net profit in %	130.1	%	142.1	%	115.2	%


Cash to earnings
DKK million	2023		2022		2021
Free cash flow	68,326		57,362		29,319
/ Net profit IFRS	83,683		55,525		47,757
Cash to earnings	81.6	%	103.3	%	61.4	%


			Novo Nordisk Annual Report 2023			Introducing Novo Nordisk Strategic Aspirations Risks Management Consolidated statements Additional information			86

Statement of ESG performance

for the year ended 31 December


	Note	2023		2022		2021
Environmental performance
Energy consumption for operations (1,000 GJ)	7.1	3,784		3,677		3,387
Share of renewable power for production sites	7.1	100	%	100	%	100	%
Scope 1 emissions (1,000 tonnes CO2e)1	7.2	78		76		77
Scope 2 emissions (1,000 tonnes CO2e)1	7.2	15		16		16
Scope 3 emissions (1,000 tonnes CO2e)1,2	7.2	3,738		2,418		N/A
Water consumption for production sites (1,000 m3)	7.3	4,150		3,918		3,488
Waste from production sites (tonnes)	7.4	189,091		213,505		180,806
Breaches of environmental regulatory limit values3	7.5	12		8		8
Social performance
Patients
Patients reached with Novo Nordisk's Diabetes and Obesity care products (in millions)4	8.1	41.6		36.9		34.9
•Hereof reached via the Novo Nordisk Access to Insulin Commitment (in millions)	8.1	2.4		1.8		1.7
Children reached through the Changing Diabetes® in Children programme (cumulative)	8.1	52,249		41,033		31,846
People and employees
Year-end employees (total)	8.2	64,319		55,185		48,478
Employee turnover	8.2	5.5	%	8.2	%	11.0	%
Gender in leadership positions (ratio men:women)	8.3	54:46		56:44		57:43
Gender in senior leadership positions (ratio men:women)	8.3	59:41		61:39		64:36
Gender in the Board of Directors (ratio men:women)	8.3	50:50		54:46		67:33
Sustainable employer score	8.4	86	%	85	%	84	%
Frequency of occupational accidents (number per million working hours)	8.5	1.5		1.5		1.3


	Note	2023		2022		2021
Social performance (continued)
Societies
Change in average net price across US product portfolio (% change to previous year)	8.6	(8.2	%)	(10.5	%)	(12.3	%)
Change in average net price across US insulin portfolio (% change to previous year)	8.6	(24.4	%)	(19.5	%)	(10.9	%)
Total tax contribution (DKK million)	8.7	51,247		36,003		32,593
Donations and other contributions (DKK million)	8.8	138		126		92
Governance performance
Business ethics reviews	9.1	40		35		37
Employees trained in business ethics	9.1	99	%	99	%	98	%
Number of substantiated cases reported via the Compliance Hotline	9.2	314		288		236
Convictions for violation of anti-corruption and anti-bribery laws	9.2	—		—		—
Supplier audits	9.3	382		294		253
Product recalls	9.4	2		3		1
Failed inspections	9.5	—		—		—
Facilitations of the Novo Nordisk Way	9.6	42		36		34
Company reputation (scale 0-100)	9.7	82.1		82.3		82.6
Animals purchased for research	9.8	56,508		79,750		47,879
1. 2023 is the first year of reporting all emission categories in CO2e. Comparative figures for scope 1, 2 and part of scope 3 emissions are measured in CO2. Refer to section 7.2 for further details. 2. 2022 was the first year of full scope 3 emissions' disclosure, which in 2021 and previously was limited to business flights and product distribution. 3. The methodology for counting number of breaches has changed in 2023. Comparative figures are adjusted accordingly. 4. 2023 is the first year of reporting Obesity as part of number of patients reached. Comparative figures are adjusted accordingly.


			Novo Nordisk Annual Report 2023			Introducing Novo Nordisk Strategic Aspirations Risks Management Consolidated statements Additional information			87

Notes to the consolidated ESG statement

Section 6

Basis of preparation

General reporting standards and principles

Novo Nordisk's annual reporting complies with the Danish Financial Statements Act. Sections 99a, 99b, 99d and 107d specify the requirements to report on the management of risks related to the environment, climate, human rights, labour and social conditions, anti-corruption, gender distribution and data ethics. These requirements are addressed in the Management review.

As recommended by the Taskforce on Climate-related Financial Disclosures (TCFD), Novo Nordisk is working to integrate two climate change scenarios into the risk management process, to identify short-, medium- and long-term risks within the production and supply chain:

•Limiting temperature increase to well below 2ºC scenario, preferably 1.5ºC, compared to pre-industrial times in accordance with the Paris Agreement.

•A temperature increase of 4ºC scenario as an alternative high-emission scenario.

Scope 1, 2 and 3 emissions have been prepared in accordance with the Greenhouse Gas (GHG) Protocol. Novo Nordisk also discloses in accordance with the recommendations put forward by the Carbon Disclosure Project (CDP). For a full breakdown of climate and water impacts, please refer to the publicly available report on Novo Nordisk's CDP disclosures at: www.cdp.net.

Inclusivity

As a pharmaceutical business with global reach, Novo Nordisk is committed to being accountable to those stakeholders who are impacted by the organisation. From the perspective of social responsibility, the key stakeholder groups are patients who rely on Novo Nordisk's products, employees at Novo Nordisk and throughout the Group's value chain, business partners and local communities. Novo Nordisk maps its stakeholders and has processes in place to ensure inclusion of stakeholder concerns and expectations.

Responsiveness

The Annual Report reflects how Novo Nordisk manages operations in ways that consider and respond to stakeholder concerns and interests. The report reaches out to a wide range of stakeholders but is primarily prepared with investors in mind.

For most Novo Nordisk stakeholders, the Annual Report is just one element of interaction and communication with the Company.

Impact

Understanding, measuring and communicating the positive and negative impacts on society and the planet of Novo Nordisk's activities is important and remains a priority for Novo Nordisk.

Materiality

The 2023 consolidated ESG statement includes KPIs as guided by Novo Nordisk's ESG strategy and ongoing external stakeholder engagement. When assessing whether a KPI is material to the consolidated ESG statement, Management considers whether the matter is of such relevance and importance that it could substantially influence the assessment of Novo Nordisk's ESG performance by the users of the Annual Report 2023.

The provisional Double Materiality Assessment described on page 12, performed at the end of 2023, will inform our ESG reporting in 2024 in accordance with the Corporate Sustainability Reporting Directive (CSRD) and will be updated regularly.

Principles of consolidation

The disclosures of energy consumption and CO2e emissions cover production sites, laboratories and offices. The disclosures of water consumption, environmental breaches and waste cover production sites. Novo Nordisk Engineering A/S is not included in our environmental reporting.

The social and governance-related disclosures cover the Novo Nordisk Group, comprising Novo Nordisk A/S and entities controlled by Novo Nordisk A/S. Novo Nordisk Engineering A/S is not included in our reporting for Sustainable employer score, employees trained in business ethics, failed inspections and facilitations of the Novo Nordisk Way. Novo Nordisk Pharmatech A/S is not included in our reporting on employees trained in business ethics and facilitations of the Novo Nordisk Way.

Changes in accounting policies and disclosures

The accounting policies set out in the notes have been applied consistently in the preparation of the consolidated ESG statement for all the years presented, unless stated otherwise.

The following changes to accounting policies and new KPIs have been considered in the 2023 consolidated ESG statement:

Environmental performance

In 2022, scope 1 emissions, scope 2 emissions and scope 3 emissions from business travel were calculated as CO2. To further align with the GHG Protocol, in 2023 these KPIs are calculated as CO2e. The remaining scope 3 emissions have been calculated as CO2e in 2022 and 2023. CO2e includes CO2 and all other greenhouse gases; for more information, please refer to section 7.2. Additionally, scope 1 emissions have been expanded to also include refrigerants. Further scope changes may occur in the future as more data becomes available.

In 2023, the methodology for counting the number of breaches of regulatory limit values was changed. Breaches related to the same continued exceedance at the same site are counted as one breach for the year. Comparative figures for 2021 and 2022 have been adjusted accordingly. Please refer to section 7.5.

Social performance

The KPI on patients reached has been expanded to include patients reached with
Novo Nordisk's Obesity care products. Comparative figures for 2021 and 2022 have been adjusted accordingly; please refer to section 8.1. New breakdowns including comparative figures for 2021 and 2022 have been included on employees by gender and by age group. Please refer to section 8.2.

Governance performance

New KPIs including comparative figures for 2021 and 2022 have been included on number of substantiated cases reported via the Compliance Hotline and convictions for violation of anti-corruption and anti-bribery laws. Please refer to section 9.2.


			Novo Nordisk Annual Report 2023			Introducing Novo Nordisk Strategic Aspirations Risks Management Consolidated statements Additional information			88

Section 7

Environmental performance

7.1 Energy consumption for operations and
share of renewable power for production sites


Energy consumption for operations
1,000 GJ	2023	2022	2021
Production	3,214	3,091	2,859
Office buildings and laboratories	570	586	528
Total energy consumption	3,784	3,677	3,387

In 2023, Novo Nordisk continued working with energy-saving, optimisation and stabilisation projects. This included utilising more renewable natural gas and steam, reducing propane, diesel and heavy fuel usage, and implementing new dehumidification systems. Energy-saving projects implemented in 2023 within production sites resulted in annual energy savings of 64 thousand GJ. These efforts could not fully mitigate the increased production volumes, ramp-up activities and impact from adverse local weather conditions, and consequently energy consumption for production increased by 4%.

Energy consumption in office buildings and laboratories decreased by 3% due to reduced use of facilities and implementation of energy-saving measures.

Since 2020, Novo Nordisk has transitioned to sourcing 100% renewable power for production through a mix of solutions, primarily Renewable Electricity Certificates (REC), Power Purchase Agreements (PPA), Guarantees of Origin (GO) as well as on-site renewable solutions.

ACCOUNTING POLICIES

Energy consumption for operations is measured as consumption of power, steam, heat and fuel. Fuel is mainly natural gas, wood, diesel oil, gas oil and light fuel oil. Energy consumption is based on metre readings and invoices. Energy consumption in office buildings outside of Denmark is limited to the consumption of power.

The share of renewable power used at production sites is reported according to the Greenhouse Gas (GHG) Protocol scope 2 Guideline. The market-based method is used to account for renewable power at production sites through procurement of contractual instruments such as Energy Attribute Certificates (EAC), PPAs and GOs from sources such as wind, hydro, solar and biomass. Contractual instruments are procured based on the total consumption of power in each country involved in production.

7.2 Scope 1, 2 and 3 emissions


1,000 tonnes CO2e	2023	2022	2021
Scope 11	78	76	77
– Production	31	25	29
– Office buildings and laboratories	1	3	2
– Company cars	46	48	46
Scope 21	15	16	16
– Production	12	11	10
– Office buildings and laboratories	3	5	6
Scope 32	3,738	2,418	N/A
– Purchased goods and services3	2,067	1,473	N/A
– Capital goods3	1,315	614	N/A
– Fuel and energy related activities	56	55	N/A
– Upstream transportation and distribution	113	123	N/A
– Waste generated in operations	6	5	N/A
– Business travel1,3	83	73	N/A
– Employee commuting	43	35	N/A
– Downstream transportation and distribution	52	37	N/A
– End-of-life treatment of sold products	3	3	N/A
Total CO2e emissions	3,831	2,510	N/A
1. Categories measured in CO2 in comparison periods. 2. The calculation of scope 3 emissions is substantially based on estimates and therefore inherently uncertain. 3. 2022 figures have been restated by adding 222, 137 and 18 thousand tonnes, respectively.

In 2023, Novo Nordisk experienced increased production volumes, ramp-up activities and impact from adverse local weather conditions; however, due to energy-saving projects and renewable power initiatives, scope 1 and 2 emissions remained broadly unchanged from 2022. Scope 3 emissions increased by 55% due to substantial investments in production capacity and increase in supply chain activities to support company growth. The two categories Purchased goods and services and Capital goods account for 90% of the scope 3 emissions, and they account for 98% of the overall scope 3 emissions' increase.

ACCOUNTING POLICIES

Scope 1 emissions

Scope 1 emissions comprise direct CO2e emissions from sources that are owned or controlled by the Novo Nordisk Group. CO2e emissions from production, office buildings and laboratories include consumption of fuel oil, propane, wood and natural gas.

CO2e emissions from production sites additionally include emissions from leakage of refrigerants from cooling systems. Production sites report on refrigerant quantities when there is leakage of refrigerant over 1 kg. Associated CO2e emissions are calculated based on refrigerant quantities and their respective Global Warming Potential (GWP).

CO2e emissions from company cars cover cars leased or owned by Novo Nordisk. Emissions are calculated by multiplying the CO2e emission factors from the Environmental Protection Agency (EPA) by the volumes of diesel and petrol used.

Scope 2 emissions

Scope 2 emissions comprise CO2e emissions from purchased electricity, heat and steam. Market-based emissions are calculated based on CO2e emission factors from the previous year. For a full overview of location-based emissions, please visit: www.cdp.net.

Scope 3 emissions

Novo Nordisk has identified 9 categories, out of the 15 categories of scope 3 emissions defined by the GHG protocol, as relevant. The remaining 6 categories are not separately reported on as they are either not applicable to Novo Nordisk or emissions have been included in the other emission categories.

Purchased goods and services

Purchased goods and services include emissions related to all spend from external suppliers, except for investment spend and travel categories, which are included in other scope 3 categories. Purchased goods and services mainly comprise of raw materials for products, marketing, packaging materials, as well as consumables for laboratory and IT office equipment. Direct spend is converted into CO2e emissions using the average data method. Material weights are matched with CO2e factors depending on data availability. A spend-based factor is applied for direct spend data where no weight can be obtained. Indirect spend is converted into CO2e using a spend-based method.

Capital goods

Capital goods include emissions related to all indirect investment spend from external suppliers, mainly production utilities and equipment. Indirect spend is converted into CO2e emissions via the average spend-based method using emission factors.


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Fuel and energy related activities

Fuel and energy related activities include all upstream CO2e emissions of purchased fuels and energy (beyond scope 1 and 2 emissions). Energy consumption is converted from GJ to kWh and multiplied by DEFRA's country-specific emission factors to assess CO2e tonnes. The category comprises upstream emissions from electricity, steam and heat; upstream emissions from transportation and distribution of electricity, steam and heat and emissions from upstream fuel.

Upstream transportation and distribution

CO2e emissions from upstream transportation and distribution are calculated by an external supplier managing the transportation and distribution processes on behalf of Novo Nordisk, and using the industry standard EcoTransit solution. CO2e emissions are calculated based on the worldwide distribution of semi-finished and finished products, raw materials and components by air, sea and road between production sites and from production sites to subsidiaries, direct customers and importing distributors.

Waste generated in operations

Waste generated in own operations includes CO2e emissions associated with third-party disposal and treatment of waste generated from production sites, offices and laboratories. Currently, waste data is available for production sites and offices, as well as laboratories within Denmark. Waste data is not available for offices and laboratories outside of Denmark, for which CO2e emissions are therefore extrapolated using the waste-type-specific method.

Business travel

Business travel includes CO2e emissions from business flights and other travel, such as hotel stays and taxis. CO2e emissions from business flights are estimated based on mileage and passenger class details obtained from travel agencies. These are multiplied by CO2e emission factors for short-, medium- and long-haul flights. EPA emission factors are used to perform the calculations. Currently, 90% of emissions from flights are calculated based on data provided by travel agencies and the remaining 10% are extrapolated based on travel spend. CO2e emissions from other travel-related activities are calculated using a spend-based approach.

Employee commuting

Employee commuting includes CO2e emissions associated with commuting by all employees except those with company cars, since these emissions are reported as scope 1 emissions. CO2e emissions are estimated using the average data method and based on assumptions for the top six countries (Denmark, USA, India, China, France and Brazil) in terms of number of employees, which account for 85% of the employee base. Average distance and mode of transportation are used to calculate the CO2e emissions for the remaining 15% of employees.

Downstream transportation and distribution

Downstream transportation and distribution include CO2e emissions that occur from transportation and distribution of sold products in vehicles and to facilities not owned or controlled by Novo Nordisk. Only transportation emissions are included in the calculations, specifically from the first receiving warehouse to pharmacies, hospitals and wholesalers. A simulation-based approach is applied to calculate downstream emissions, using a distance-based method by simulating route networks for four countries (Denmark, UK, Switzerland and Brazil). Transportation work (tonne-km)
and CO2e emissions are estimated by calculating the distance travelled for the weight of distributed products and cool boxes. Moreover, the modelled route networks provide the basis for simulating US and China transportation and distribution. Transportation work per net kg product from the six reference countries (Denmark, UK, Switzerland, Brazil, China and US) is extrapolated to the remaining countries. Emissions per country are calculated based on i) the weight of sold products,
ii) reference country transportation work and iii) the emission factor for the region
and mode of transportation.

End-of-life treatment of sold products

End-of-life treatment of sold products includes CO2e emissions from end-of-life treatment of all products sold to the market, including packaging. The amount of sold products is calculated from the realised sales data for specific devices and markets. It is assumed that devices are discarded in the markets where they are sold and that the end-of-life treatment follows the general treatment of the household waste for each market. Scenarios have been developed for end-of-life treatment for various Novo Nordisk products (FlexPen®, FlexTouch®, NovoFine® needle etc.). The scenarios cover the US, EU and Japan. The remaining CO2e emissions from other products are extrapolated by unit sales based on average end-of-life emissions from the products.

7.3 Water consumption for production sites

In 2023, production sites consumed 4,150 thousand cubic metres of water; an increase of 6% compared to 2022 due to higher production volumes and ramp up activities for capacity expansion at production sites. Other contributing factors were warmer months in 2023, hence additional water was used for cooling purposes. Additionally,

a higher number of employees led to increased on-site activities and extra shifts.

Production sites in France, Brazil, China, US, Iran and Algeria are located in areas of high water stress or with high seasonal variations (please refer to the CDP Water Security 2023 Reporting Guidance). These sites consume 18% of the total water for global production. Despite a significant increase in production volumes, water consumption at these facilities was kept at a 2% increase as the implementation of water conservation projects in water-stressed areas led to savings of 14 thousand cubic metres of water.

ACCOUNTING POLICIES

Water consumption is measured in thousand cubic metres of water and is based on metre readings and invoices. It includes drinking water, industrial water and steam water used at production sites.

7.4 Waste from production sites


Tonnes	2023	2022	2021
Organic residues	128,116	166,183	143,254
Other (paper, cardboard, metals, etc.)	19,019	12,820	7,990
Total recycling	147,135	179,003	151,244
Ethanol waste	12,521	14,913	13,232
Other (various combustible waste)	9,390	8,007	8,239
Total waste with energy recovery	21,911	22,920	21,471
Water waste with no energy recovery	141	356	5,499
Other	1,987	827	1,660
Total waste with no energy recovery	2,128	1,183	7,159
Water waste with resource recovery	7,949	7,379	N/A
Other	9,330	2,114	N/A
Total waste with resource recovery	17,279	9,493	N/A
Total waste to landfill	638	906	932
Total waste	189,091	213,505	180,806

In 2023, waste from production sites decreased by 11% compared to 2022 due to waste reduction initiatives, reuse of waste and implementation of zero landfill waste strategies.

The amount of waste recycled decreased by 18%, primarily due to initiatives to avoid waste and efforts to transition from recycling to resource recovery.

The amount of waste sent for energy recovery decreased by 4%, primarily due to optimisation projects and changes in the composition of waste, which led to a decrease in the amount of waste being sent to incineration. Less than 0.3% of the
total waste was sent to landfill. In 2023, 20% of the waste was categorised as hazardous waste.


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ACCOUNTING POLICIES

Waste is measured as the sum of all the waste disposed of at production sites based on weight receipts. Organic residues for recycling are waste from the production of the active pharmaceutical ingredients, where the energy is recovered in biogas plants and the digested slurry is used on local farmland as fertiliser. Ethanol is recovered in internal regeneration plants and re-used. Energy recovery is waste disposed of at waste-to-energy plants and at a biogas plant. Waste with no energy recovery covers water waste and other waste not suitable for other disposal methods, such as hazardous waste for incineration and various other types of waste.

7.5 Breaches of environmental regulatory limit values

In 2023 there were 12 breaches compared to 8 in 2022. None of the breaches resulted in any correlated material negative impact on the environment. For all breaches, mitigation actions are in progress.

ACCOUNTING POLICIES

Breaches of regulatory limit values cover all breaches with limit values reported to the

environmental authorities. Breaches related to the same continued exceedance at the same site count as one breach for the year.

Section 8

Social performance

8.1 Patients reached with Novo Nordisk's
Diabetes and Obesity care products


Estimate in millions	2023	2022	2021
Patients reached with Novo Nordisk's Diabetes care products	40.5	36.3	34.6
Patients reached with Novo Nordisk's Obesity care products	1.1	0.6	0.3
Total number of patients reached	41.6	36.9	34.9

The estimated number of full-year patients reached with Novo Nordisk's Diabetes care products increased from 36.3 million in 2022 to 40.5 million in 2023. The 12% increase was primarily driven by the GLP-1 franchise, followed by the new-generation insulin franchise and the human insulin franchise. The increase in number of full-year patients reached with Novo Nordisk's Obesity care products in 2023 was primarily driven by the continued launch of Wegovy® in new markets.

In 2023, the estimated number of full-year patients with diabetes reached with Novo Nordisk's human insulin vials through the Access to Insulin Commitment was 2.4 million, compared to 1.8 million in 2022. The 33% growth through the Access to Insulin Commitment was driven by increased sales through both government and private market channels, sold at or below the USD 3 ceiling price. Novo Nordisk also sold human insulin vials at or below the ceiling price of USD 3 in countries outside the Commitment, reaching an estimated additional 2.6 million patients in 2023. This represents a total of 5 million patients with diabetes reached with human insulin at or below USD 3 per vial globally.

Through the Changing Diabetes® in Children (CDIC) partnership, 52,249 children and youth were reached in total by the end of 2023, compared to 41,033 by the end of 2022. Almost half of the new enrolled children were reached through expansion in Asian countries, mainly India, Pakistan, Indonesia and Vietnam. The children receive access to diabetes care in clinics (e.g. patient education), as well as medical supplies if needed.

ACCOUNTING POLICIES

The number of full-year patients reached with Novo Nordisk's Diabetes and Obesity care products, excluding devices, is estimated by dividing Novo Nordisk's annual sales volume by the annual usage dose per patient for each product class, as defined by the WHO (for Diabetes) and in accordance with the dose strength of the product (for Obesity).

The number of full-year patients reached with human insulin vials via the Novo Nordisk Access to Insulin Commitment is estimated by dividing Novo Nordisk's annual sales volume by the annual usage dose per patient reached via the Novo Nordisk Access to Insulin Commitment, as defined by the WHO. The WHO-defined daily dosage for these products may not accurately reflect the recommended or prescribed daily dose. Actual doses are based on individual characteristics (e.g. age and weight) and pharmacokinetic considerations. Despite this uncertainty, Novo Nordisk assesses this to be the most consistent way of reporting.

The number of children reached with Diabetes care treatment through the Changing Diabetes® in Children programme is measured as the total accumulated number of children enrolled since the initiation of the partnership in 2009.

8.2 Employees


Number of employees
Number	2023	2022	2021
Year-end employees (total)	64,319	55,185	48,478
Year-end number of full-time employees	63,370	54,393	47,792



Employees by geographical area
Number	2023	2022	2021
International Operations	56,004	47,935	42,372
Denmark	28,692	22,916	19,150
EMEA (Europe, the Middle East and Africa), excluding Denmark	8,808	7,954	7,530
China (Mainland China, Hong Kong, Taiwan)	6,485	6,148	5,833
Rest of World (all other countries)	12,019	10,917	9,859
North America Operations	8,315	7,250	6,106
Year-end employees (total)	64,319	55,185	48,478


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Employees by gender
%	2023		2022		2021
Male	51	%	51	%	51	%
Female	49	%	49	%	49	%
Other	0	%	0	%	0	%
Not reported	0	%	0	%	0	%


Employees by age group
%	2023		2022		2021
Under 30 years old	17	%	15	%	14	%
30-50 years old	64	%	65	%	66	%
Over 50 years old	19	%	20	%	20	%

The number of employees increased in most areas with the highest growth in EMEA, notably in Product Supply, Quality and IT. Currently, Novo Nordisk’s HR systems allow employees to select the gender they most identify with. Moving forward, Novo Nordisk is committed to increasing awareness of this self-identification option. The breakdown by age group remained stable in the last three years.

The employee turnover rate decreased from 8.2% in 2022 to 5.5% in 2023, with
decline in almost all business areas.

ACCOUNTING POLICIES

The total number of employees is measured as headcount of all employees at
year-end, except externals, employees on unpaid leave, interns, Bachelor's and Master's thesis employees and substitutes. All employee data is based on
registrations in Novo Nordisk's HR systems.

Employees are attributed to geographical regions according to their primary workplace across the commercial units, research and development, production and support functions. Employees in corporate functions are included in EMEA and employees in
Global Business Services in Bangalore, India, are included in Rest of World.

The employee turnover rate is measured as the number of employees, excluding temporary employees, who left the Group during the financial year, divided by the average number of employees, excluding temporary employees. Employees working for Group companies that have been disposed of are not counted as having left the Group.

8.3 Gender diversity in leadership positions

Ratio men:women

2023

2022

2021

CEO, EVP, SVP

64:36

71:29

72:28

CVP, VP

59:41

60:40

63:37

Director, manager, team leader

54:46

55:45

57:43

Gender in leadership positions (overall)

54:46

56:44

57:43

Gender in senior leadership positions

59:41

61:39

64:36

Gender in the Board of Directors

50:50

54:46

67:33

The gender diversity in leadership positions overall at Novo Nordisk meets the Danish gender diversity requirements. At the end of 2023, 46% of leadership positions were filled by women, compared to 44% at the end of 2022. Within senior leadership, 41% positions were filled by women at the end of 2023, compared to 39% at the end of 2022.

All management teams, from entry level upwards, are encouraged to focus on enhanced diversity, with the aim of ensuring a robust pipeline of talent for leadership positions. In 2021, Novo Nordisk introduced a global aspirational target of achieving a balanced gender representation across all managerial levels with a minimum of 45% for both women and men in senior leadership positions by the end of 2025.

ACCOUNTING POLICIES

Gender in leadership positions is reported as the percentage split by gender in leadership and senior leadership positions. Senior leadership positions are defined

as employees in the global job levels chief executive officer (CEO), executive vice president (EVP), senior vice president (SVP), corporate vice president (CVP) and vice president (VP). Overall leadership positions are defined as directors, managers, team Leaders and senior leadership positions. Diversity on the Board of Directors is reported as the percentage split by gender among all members, including
employee-elected members.

8.4 Sustainable employer score

This year’s employee survey revealed an increase in the already high overall engagement, bringing it to 86% favourable compared to 85% favourable in 2022.
Novo Nordisk continues to score in the top quartile when benchmarked against external organisations when it comes to providing a purpose-driven workplace. Improvements were seen on most questions, with a large improvement on I understand how my performance is evaluate', which was a focus area for follow
up on the 2022 survey results. Opportunities for further improvement were seen in providing equal career opportunities for all and improving following through on committed actions, based on survey results across the organisation.

ACCOUNTING POLICIES

The Sustainable employer score measures the average percentage of favourable answers to the 18 engagement items in the survey. Favourable answers are defined
as 'Agree' and 'Strongly agree' to positively framed questions. The survey is administered by an external vendor.

8.5 Health and safety

In 2023, Novo Nordisk had 153 accidents with reported absence compared to 128 in 2022, which is in line with the increase in number of employees. The average lost time accident frequency was 1.5 in 2023, in line with 2022.

Novo Nordisk had one work-related fatality in 2023 compared to two in 2022, due to a car accident. Novo Nordisk will continue to train and motivate employees on good road safety behaviour to reduce the risk of recurrences.

In 2023, Novo Nordisk has harmonised incident reporting into one global reporting system to ensure standardised reporting and systematic prevention, specifically with focus on prevention of high-risk incidents.

We offer a healthy and engaging workplace, supported by a comprehensive health and safety programme based on continuous improvements within safety, physical health, mental well-being and employee health promotion. To this end, we have implemented our Health & Safety management system across our entire global organisation. Performance is overseen by Executive management and the Board of Directors. In 2023, 13.8% of Novo Nordisk employees reported symptoms of stress, in line with 2022, and 7.1% reported symptoms of work-related physical pain, compared to 7.8% in 2022.

For a full overview of Novo Nordisk's Health and safety framework and for the CEO's statement on health and safety, please refer to: www.novonordisk.com/sustainable-business/esg-portal/social.html.


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ACCOUNTING POLICIES

The frequency of occupational accidents is measured as the internally reported number of accidents with absence per million nominal working hours, also referred to as Lost Time Injury Frequency (LTIF). Contractors, visitors, employees on unpaid leave, interns and Bachelor's and Master's thesis students are not included. An occupational accident with absence is any work-related accident causing at least one day of absence in addition to the day of the accident.

The percentages of employees reporting symptoms of stress and employees reporting symptoms of work-related physical pain are monitored in the annual employee survey. In the survey, stress is defined as a situation where the employee feels tense, restless, nervous or troubled, or unable to sleep at night due to thoughts about their problems. With reference to symptoms of physical pain, the employee is asked in the survey if generally their work causes them physical pain.

8.6 US pricing


% change vs prior year	2023		2022		2021
US product portfolio
List price change – Avg.	2.8	%	2.4	%	1.6	%
Net price change – Avg.	(8.2	%)	(10.5	%)	(12.3	%)
US insulin portfolio
List price change – Avg.	0.1	%	0.0	%	0.0	%
Net price change – Avg.	(24.4	%)	(19.5	%)	(10.9	%)

Novo Nordisk has a long history of making products accessible and affordable through responsible pricing practices and patient access programmes. In 2023, the average net price of both the US product portfolio and the US insulin portfolio decreased by 8.2% and 24.4%, respectively, compared to 10.5% and 19.5% in 2022, as a result of enhancements to secure formulary access for insured patients, as well as the evolution of channel and payer mix.

Novo Nordisk has provided sales discounts and rebates amounting to 74% of US gross sales in 2023, resulting in the average annual list price across US product portfolio increasing by 2.8% and the US insulin portfolio by 0.1%.

ACCOUNTING POLICIES

The US product portfolio is inclusive of Diabetes, Obesity and Rare Disease products. The percentage change represents a sales weighted average list and net price for the respective year compared to the sales weighted average list and net price for the prior year, and is not reflective of the magnitude of individual list price actions. The net price represents the average list price minus rebates, discounts and returns for the specific product for the year in which it is being calculated.

8.7 Total tax contribution


DKK million	Taxes borne	Taxes collected	2023	2022	2021
Corporate income taxes paid	25,897	6,080	31,977	19,097	18,390
Employment taxes	2,666	13,510	16,176	13,006	10,840
Indirect taxes	2,815	(1,035)	1,780	3,027	2,612
Other taxes	1,314	—	1,314	873	751
Total	32,692	18,555	51,247	36,003	32,593

In 2023, the total tax contribution amounted to DKK 51,247 million, split across 64% of taxes borne and 36% of taxes collected. In 2022, the split was 55% of taxes borne and 45% of taxes collected.

The overall increase in total tax contribution from 2022 to 2023 is primarily related to higher corporate income taxes paid in Denmark due to an increase in the profit before tax. In addition, the corporate income tax in 2022 reflects the partial refund of tax prepayment made in 2021. Expansion of production and sales worldwide have required more employees which has increased the payment of employment taxes including social security contributions.

ACCOUNTING POLICIES

Novo Nordisk's total tax contribution is measured as the taxes borne or collected by Novo Nordisk, which have been paid in the respective year. Taxes borne are defined as taxes where Novo Nordisk carries the cost. Taxes collected are defined as taxes collected by Novo Nordisk on behalf of others, e.g. employee income taxes deducted from employee salaries and paid to the government.

Corporate income taxes paid primarily consist of corporate income taxes and withholding taxes on company dividends paid during the year.

Employment taxes primarily consist of taxes collected from employees on behalf of the government and social security costs (part of payroll taxes in some countries).

Indirect taxes consist of non-refundable VAT, net VAT collections, customs duties, environmental taxes and property taxes.

Other taxes consist of country-specific taxes not linked to one of the categories above, e.g. the US branded prescription drug fee.

8.8 Donations and other contributions


DKK million	2023	2022	2021
World Diabetes Foundation (WDF)	119	93	92
Novo Nordisk Haemophilia Foundation (NNHF)	19	33	—
Total donations and other contributions	138	126	92

The WDF, an independent trust, supports sustainable partnerships and acts as a catalyst to help others do more. The amount granted to WDF has increased to
DKK 119 million in 2023 in accordance with the donation agreement. For more information, visit: www.worlddiabetesfoundation.org.

The NNHF supports programmes in low- and middle-income countries. Initiatives focus on capacity-building, diagnosis and registry, awareness and advocacy. The residual payment for the agreed donation to the NNHF for the year 2022 was made in 2023, amounting to DKK 13 million. Additionally, in 2023 Novo Nordisk paid DKK 6 million. Since 2005, the NNHF has provided funding for 311 programmes (237 projects and 74 fellowships) in 87 countries. For additional information, visit: www.nnhf.org.

ACCOUNTING POLICIES

Donations and other contributions by Novo Nordisk to the WDF and the NNHF are recognised when the donation or contribution is paid out.


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Section 9

Governance performance

9.1 Business ethics reviews and training

In 2023, Group Internal Audit performed 40 business ethics reviews, compared
to 35 in 2022, which was in line with the number of planned reviews for the year.

Annual training on business ethics is mandatory for all employees, including all new hires. In 2023, 99% of employees completed and documented their training, in line with 2022. The completion and documentation rate represents the emphasis of Novo Nordisk diligently following up on employees to ensure completion of the annual training. The remaining 1% is mainly due to employees being on leave.

ACCOUNTING POLICIES

The number of business ethics reviews is recorded as the number of business ethics reviews performed by Group Internal Audit in subsidiaries, production sites, vendors and headquarter areas.

The mandatory ethics and compliance training is based on the principles for ethics and compliance for employees working at Novo Nordisk. The training is provided in the form of globally applicable e-learning and related tests. The percentage of employees trained in business ethics is calculated as the number of employees that have completed the training divided by the total number of employees at year-end.

9.2 Compliance Hotline

We maintain a Compliance Hotline to enable employees, stakeholders and external parties to report potential violations of our policies or applicable laws and regulations. The Compliance Hotline is an important component of our commitment to ethical conduct and transparency. The increase in number of substantiated cases in the period from 2021 to 2023 is driven by the increased business growth, including development in number of employees.

ACCOUNTING POLICIES

Number of substantiated cases reported via the Compliance Hotline includes the number of cases where reported allegations of suspected misconduct have been substantiated or partially substantiated. When a case has been substantiated or partially substantiated, corrective actions are initiated.

Convictions for violation of anti-corruption and anti-bribery laws include convictions where a Novo Nordisk legal entity (parent or any affiliate) has been found in violation by a court of law.

9.3 Supplier audits


Number	2023	2022	2021
Responsible sourcing audits	24	14	16
Quality audits	358	280	237
Total supplier audits	382	294	253

The 30% increase in the number of supplier audits from 2022 to 2023 reflects the general increased activity level in Novo Nordisk. Two critical findings on responsible sourcing were issued during 2023, both related to wages, benefits and working hours. Three critical findings were issued during quality audits, related to reprocessing, certificates of analysis (COAs) and cross-contamination control. Agreements regarding actions to address all critical findings have been made with the affected suppliers. Of the two critical findings issued and reported in 2022, one was addressed in the same year, and remediation for the second critical finding regarding environmental reporting was still ongoing. An agreement with the supplier has subsequently been reached during 2023.

ACCOUNTING POLICIES

The number of supplier audits concluded by Novo Nordisk's Corporate Quality function consists of the number of responsible sourcing audits and quality audits conducted at suppliers.

9.4 Product recalls

In 2023, Novo Nordisk had two product recalls. In Libya, the recall was due to a labelling error on the sales carton. In Spain, the recall was due to cracked cartridges
in FlexTouch® pens.

ACCOUNTING POLICIES

The number of product recalls is recorded as the number of times Novo Nordisk has instituted a recall, and includes recalls in connection with clinical trials. A recall can affect various countries.

9.5 Failed inspections

In 2023, Novo Nordisk had not failed any inspection among those that were resolved at year-end. During 2023, 152 inspections were conducted. At year-end, 117 inspections were passed and 35 were unresolved, as final inspection reports had not been received, or the final authority's acceptance was pending. This is normal practice. Follow-up on unresolved inspections will continue in 2024.

ACCOUNTING POLICIES

Failed inspections are defined as inspections where Warning Letters or EMA non-compliance letters related to GMP inspections are received, GMP/ISO certificates for strategic sites are lost, pre-approval inspections result in a Complete Response Letter, study conclusions are changed due to GCP/GLP inspection issues, or marketing or import authorisations are withdrawn due to inspection issues. Strategic sites are defined as the manufacturing sites in Brazil, China, Denmark, France and the US. Acquired companies inspections are defined as inspections run by the acquired company. Inspections at acquired companies run by Novo Nordisk are reported as Novo Nordisk inspections.


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9.6 Facilitations of the Novo Nordisk Way

In 2023, a total of 42 units were facilitated and approximately 2,300 employees were individually interviewed. In addition, feedback on those units was collected from approximately 550 stakeholders. Out of the 42 units, one unit was assessed not to be working in accordance with the Novo Nordisk Way, and for five units immediate actions were required, which if not taken would lead to breaches of the Novo Nordisk Way.

Across all units facilitated, the accelerated growth and supply-demand challenges are the two main factors which consistently impact the organisation and drive most improvement opportunities from the facilitations conducted. The most frequent observations raised to management teams for action are associated with five out of our ten Essentials: 2) We set ambitious goals and are empowered to achieve them, 5) We build and maintain good relations with our stakeholders, 7) We focus on performance and personal development, 8) We have a healthy and engaging work environment, and 9) We strive for agility and simplicity in everything we do.

ACCOUNTING POLICIES

Facilitations of the Novo Nordisk Way are measured as the number of facilitations completed. A facilitation is an internal process for assessing adherence to the Novo Nordisk Way. The assessments are based on a review of documentation and feedback from stakeholders, followed by an on-site visit during which randomly selected employees and management are interviewed. Identified gaps and improvement opportunities related to the Novo Nordisk Way are presented to, and discussed with, Management. The facilitators and Management agree on an action plan to address those gaps and improvement opportunities. For the full list of the Novo Nordisk Way Essentials, please refer to page 19 in the Management review.

9.7 Company reputation


Scale 0-100	2023	2022	2021
People with diabetes	81.4	81.3	81.5
People with obesity	77.9	79.4	79.4
General practitioners	82.9	84.0	84.8
Diabetes specialists	88.9	90.3	90.3
Informed general public	79.6	76.3	77.1
Total score (average)	82.1	82.3	82.6

Company reputation is a comprehensive approach to analysing reputational intelligence. Novo Nordisk’s excellent reputation score is driven by positive perceptions of products and services, and by growing appreciation from the
informed general public.

ACCOUNTING POLICIES

The reputation score is based on four factors measuring esteem, admiration, trust
and feeling of the stakeholders towards Novo Nordisk, across ten key markets: France, Denmark, the US, Canada, Brazil, China, Japan, Germany, Italy and the UK. The data
is collected through online surveys carried out by an external consultancy firm. Responses are aggregated to produce an overall score on a Likert scale of 1-7,
which is rebased on a 0-100 scale.

9.8 Animals purchased for research


Number	2023	2022	2021
Mice, rats and other rodents	54,410	63,760	35,675
Pigs	608	427	759
Rabbits	289	606	184
Dogs	356	146	114
Non-human primates	807	700	495
Fish	36	14,098	10,638
Other vertebrates	2	13	14
Total animals purchased	56,508	79,750	47,879

The number of animals purchased for research in 2023 decreased by 29% compared to 2022. 96% of the animals purchased were rodents. The significant decrease in the number of fish and rodents in 2023 is attributable, respectively, to specific research projects using fish larvae that have been discontinued in the year, and to our continuous efforts to reduce the number of animals used for research.

ACCOUNTING POLICIES

Animals purchased for research comprises the number of animals purchased for all research undertaken by Novo Nordisk either in-house or by external contractors. The number of animals purchased is based on internal registration of purchased animals and yearly reports from external contractors.


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Statement by the Board of Directors and Executive Management

The Board of Directors and Executive Management have today considered and approved the Annual Report for Novo Nordisk A/S for the financial year 1 January 2023 – 31 December 2023.

The consolidated financial statements are presented in accordance with IFRS Accounting Standards as endorsed by the EU. The parent financial statements are presented in accordance with the Danish Financial Statements Act. Furthermore, the Annual Report is prepared in accordance with disclosure requirements for listed companies.

In our opinion, the consolidated financial statements and the parent financial statements give a true and fair view of the Group’s and the parent company's financial position at 31 December 2023, as well as of the results of their operations and cash flows for the financial year 1 January 2023 - 31 December 2023.

In our opinion, the Management review contains a fair review of the development of the Group's and the parent company’s business and financial matters, the results for the year and of the parent company’s financial position and the financial position as a whole of the entities included in the consolidated financial statements, together with a description of the principal risks and uncertainties that the Group and the parent company face.

In our opinion, the Annual Report of Novo Nordisk A/S for the financial year 1 January 2023 to 31 December 2023 identified as NOVO-2023-12-31-en.zip is prepared, in all material respects, in compliance with the ESEF Regulation.

The consolidated ESG statement for 1 January – 31 December 2023 has been prepared in accordance with the Danish Financial Statements Act,

the Greenhouse Gas (GHG) Protocol and the reporting principles of materiality, inclusivity, responsiveness and environmental, social and governance accounting policies. In our opinion, the consolidated ESG statement gives a true and fair account and a balanced and reasonable presentation of the organisation's environmental, social and governance performance in accordance with these principles.

We recommend the Annual Report for adoption at the Annual General Meeting.

Bagsværd, 31 January 2024

Registered Executive Management

Board of Directors

Lars Fruergaard Jørgensen
President and CEO

Karsten Munk Knudsen
CFO

Helge Lund
Chair

Henrik Poulsen
Vice Chair

Elisabeth Dahl Christensen

Laurence Debroux

Andreas Fibig

Sylvie Grégoire

Liselotte Hyveled

Mette Bøjer Jensen

Kasim Kutay

Christina Law

Martin Mackay

Thomas Rantzau


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More information

Additional reporting

Novo Nordisk provides additional disclosure to satisfy legal requirements and stakeholder interests. Supplementary reports can be downloaded at: www.novonordisk.com/annualreport, while additional information can be found at: www.novonordisk.com.

Materiality

Novo Nordisk relies on the International Integrated Reporting

Council’s definition of materiality. Information deemed material for providers of financial capital in their decision-making is included in the Annual Report, i.e. it being of such relevance and importance that it could substantively influence their assessments of Novo Nordisk’s ability to create value over the short, medium and long term. See how

Novo Nordisk determines materiality and material issues at:

www.novonordisk.com.

Annual Report

This Annual Report is Novo Nordisk’s full statutory Annual Report pursuant to Section 149(1) of the Danish Financial Statements Act.

The statutory Annual Report will be presented and adopted at the Annual General Meeting on 21 March 2024 and will subsequently be submitted to and be available at the Danish Business Authority. The consolidated financial statements included in this Annual Report have been prepared in accordance with IFRS Accounting Standards (IFRS) as issued by the International Accounting Standards Board (IASB)

and in accordance with IFRS Accounting Standards endorsed by the EU and further requirements in the Danish Financial Statements Act. Moreover, it meets the requirements of an integrated report, as per the International Integrated Reporting Framework.

Form 20-F

The Form 20-F is filed using a standardised reporting form so that investors can evaluate the company alongside US domestic equities.

It is an annual reporting requirement by the US Securities and Exchange Commission (SEC) for foreign private issuers with equity shares listed on exchanges in the United States.

Corporate Governance Report

The Corporate Governance Report discloses Novo Nordisk’s compliance with corporate governance to meet the requirements of the Danish Financial Statements Act.

Remuneration Report

The Remuneration Report describes the remuneration awarded or due during 2023 to members of the Board and Executive Management registered with the Danish Business Authority in accordance with section 139b of the Danish Companies Act. The Remuneration Report is submitted to the Annual General Meeting for an advisory vote.

References

Throughout the Management review section in this report, links are provided to online sources for additional information. Some of the references are not mandatory and hence not included in the audit

of the Management review. For more news from Novo Nordisk, please visit: www.novonordisk.com/investors.html and www.novonordisk.com/news-and-media/latest-news.html.

Disclaimer

The patients, employees and relatives portrayed in this Annual Report and ancillary reports have participated of their own accord and solely to express their own personal opinions on topics referred to, which do not necessarily reflect the views and opinions of Novo Nordisk. Use of the pictures as illustrations is in no way intended to associate the patients, employees or relatives with the promotion of any Novo Nordisk products.

Credits

Design and production: Kontrapunkt.

Illustrations: Kontrapunkt.

Photography: Carlos Rossini, Helen Orr, Jesper Edvarsen, Jesper Westley, Junpei Ono, Kelly Mailloux, Martin Nordmark, Marie Hald, Mauricio Ramos, Thomas Fink.


			Novo Nordisk Annual Report 2023			Introducing Novo Nordisk Strategic Aspirations Risks Management Consolidated statements Additional information			101


Product overview1

New-generation insulin and combinations •Tresiba®, insulin degludec •Ryzodeg®, insulin degludec/insulin aspart •Fiasp®, fast-acting insulin aspart •Xultophy®2, insulin degludec/liraglutide Modern insulin •Levemir®, insulin detemir •NovoRapid®3, insulin aspart •NovoMix® 30, biphasic insulin aspart •NovoMix® 50, biphasic insulin aspart •NovoMix® 70, biphasic insulin aspart4 Human insulin •Insulatard® isophane (NPH) insulin •Actrapid®, regular human insulin •Mixtard® 30, biphasic human insulin •Mixtard® 40, biphasic human insulin4 •Mixtard® 50, biphasic human insulin Glucagon-like peptide-1 •Victoza®, liraglutide •Ozempic®, semaglutide •Rybelsus®, oral semaglutide Pre-filled delivery systems •FlexTouch®, U100, U200 •FlexPen® •InnoLet® •Ozempic®, FlexTouch®	Durable delivery systems •NovoPen® 6 •NovoPen® 5 •NovoPen® 4 •NovoPen Echo® Plus •NovoPen Echo® Other delivery systems •PumpCart®, NovoRapid® and Fiasp® cartridge to be used in pump •Penfill® cartridge •Mallya® Oral antidiabetic agents •NovoNorm®, repaglinide Glucagon •GlucaGen®, glucagon (vial and Hypokit®) •Zegalogue®, dasiglucagon Needles •NovoFine® Plus •NovoFine® •NovoTwist® •NovoFine® AutoCover®	Glucagon-like peptide-1 Saxenda®, liraglutide 3.0 mg Wegovy®, semaglutide 2.4 mg Obesity delivery systems Saxenda®, FlexTouch® Wegovy® Single Dose Device and FlexTouch®	Rare blood disorders •NovoSeven®, eptacog alfa (recombinant activated factor VII) •NovoEight®5, turoctocog alfa (recombinant factor VIII) •NovoThirteen®, catridecacog (recombinant factor XIII) •Refixia®6, nonacog beta pegol, N9-GP (recombinant factor IX) •Esperoct®, turoctocog alfa pegol, N8-GP (recombinant factor VIII) •Alhemo®, concizumab (anti-TFPI) Rare endocrine disorders •Norditropin®, somatropin (rDNA origin) •Sogroya®, somapacitan (rDNA origin) Pre-filled human growth hormone delivery systems •FlexPro® •NordiFlex® Other delivery systems •PenMate®, automatic needle inserter for NordiFlex® Hormone replacement therapies •Vagifem®7, estradiol hemihydrate •Activelle®, estradiol/norethisterone acetate •Kliogest®, estradiol/norethisterone acetate •Novofem®, estradiol/norethisterone acetate •Trisequens®, estradiol/norethisterone acetate •Estrofem®, estradiol
1. Products listed may not be available in all markets. 2. In the US approved under the brand name Xultophy® 100/3.6. 3. In the US called NovoLog®. 4. The global discontinuation of NovoMix® 70 and Mixtard® 40 has been communicated. 5. In the US written Novoeight®. 6. In the US approved under the name of REBINYN®. 7. In the UK also called gina®.


			Novo Nordisk Annual Report 2023			Introducing Novo Nordisk Strategic Aspirations Risks Management Consolidated statements Additional information			102

ESG initiatives

We recognise the need to operate with proper regard to our impact on society and the environment. This table compiles some of our most significant initiatives within ESG.

Agenda

Name

Description

Reach

Ambition

2023 Progress

CO2 emissions

Purchasing renewable energy

Range of solutions helping us move towards 100% renewable energy supply. This includes Renewable Electricity Certificates (REC), Power Purchase Agreements (PPA) and on-site renewable energy solutions.

Global

Achieve zero CO2e emissions from operations

by 2030.

Across Novo Nordisk, 63.2% of the energy sourced and 99.5% of the power sourced this year was renewable. At production sites, 61.3% of the energy sourced and 100% of the power sourced was renewable.

Minimising air transportation impact

Three-fold approach to reduce CO2e emissions associated to air transportation. This includes limiting business flights, reducing air freight of our products and purchasing Sustainable Aviation Fuel (SAF).

Global

Achieve zero CO2e emissions from transportation

by 2030.

We reduced CO2e emissions associated to air transportation by 32%. We entered into the Sustainable Aviation Buyers Alliance (SABA) to purchase SAF, hereby securing significant investment and scalability in SAF solutions.

Decarbonising
supply chains

Holistic effort to decarbonise our supply chain, with over 90% of CO2e emissions coming from suppliers, by identifying and implementing levers within high-impact scope 3 categories.

Global

Set an absolute, near-term scope 3 reduction
target by the end of 2024.

We started an in-depth supplier engagement programme and roadmap development. This will continue throughout 2024.

Sustainable Markets Initiative (SMI)

Public-private partnership, involving CEOs and leaders from healthcare organisations, that aims to decarbonise healthcare systems by reducing emissions from supply chains, patient care pathways and clinical trials.

Global

Address 3.5 million tonnes of CO2e per year across more than 100 of the members’ largest pharmaceutical suppliers.

The SMI private sector CEOs launched joint, minimum environmental targets
for suppliers.

Plastic

Converting to
reusable devices

Efforts to move away from single-use devices and convert into reusable devices that have a longer lifespan. While Novo Nordisk has manufactured reusable devices for almost 30 years, we intend to prioritise this conversion going forward.

NWE1, AU2, CN3, CA4

Build on this year's conversions to raise the ambition level for 2024 and beyond.

We increased our efforts to shift more patients towards reusable devices in Region North West Europe, Australia, China and Canada.

Finding fossil-free
plastic alternatives

Efforts to find viable, lower-carbon alternatives to fossil-based plastic, which is present in the hundreds of millions of pens
we produce every year.

Global

Replace plastic in our products with fossil-free alternatives.

We announced a partnership with the LEGO Group to buy e-methanol from European Energy and use it as a lower-carbon alternative to conventional plastics. Production of the resulting plastic is expected for 2025.

Recycling
injection devices

Take-back scheme tasked with recycling injection pens. This includes pilot programmes in a number of countries, and
the world's first industry pilot in Denmark, in collaboration with Lilly, Sanofi and Merck.

DK5, UK6, BR7, FR8

Collect 25% of the injection pens in Denmark within the industry pilot’s first year, and achieve an 85% recycling rate by the end of 2024.

We launched the world’s first industry pilot in Denmark and are currently achieving a 50% recycling rate of the materials in the returned injection pens.

Access and affordability

Access to Insulin Commitment

Commitment to provide human insulin at a ceiling price of USD 3 per vial to governments and public tenders in 77 LMIC9,

as well as USD 2 per vial to selected humanitarian organisations and NGOs.

LMIC

Secure access to affordable insulin to significantly more people living with diabetes in LMIC.

An estimated 2.4 million people accessed care under this commitment.

Changing Diabetes®

in Children

Public-private partnership providing comprehensive care for children and young people living with type 1 diabetes in LMIC. This includes free life-saving medicine and supplies for those up to 25 years old.

29 countries across AF10, ME11, AS12, SA13

Reach 100,000 vulnerable children and young people living with type 1 diabetes by 2030.

So far, we have reached 52,249 children and young people, trained 25,314 healthcare professionals and refurbished 406 clinics.

Thermostable insulin

Cross-functional initiative that challenges and re-evaluates the thermal stability of short- and intermediate-acting human insulin products. These are widely used in LMIC and humanitarian settings, where people with diabetes, and without access to stable cooling options, can benefit from revised storage guidance.

LMIC

Reach national approvals in the 72 countries considered for revised storage conditions.

So far, we have 29 national approvals for more flexible storage conditions.

iCARE

Integrated business model, driven by our regional affiliate, that uses partnerships across sub-Saharan Africa to improve access to diabetes care. It does so by establishing and strengthening four building blocks of diabetes management: capacity, affordability, reach and empowerment.

Sub-Saharan Africa

Secure access to diabetes care for vulnerable
patients.

We reached 433 thousand people with diabetes and trained 3,523 healthcare professionals.

Africa for Africa

Commitment to significantly increase availability of insulin to people with diabetes on the African continent. It focuses on
local production, and will both reduce the environmental footprint from transportation and support creation of local jobs.

Africa

Produce more than 60 million vials by 2026.

We announced a partnership with South African-based pharmaceutical manufacturer Aspen Pharmacare to increase the production of insulin for the African continent.

Partnering for Change

Collaboration between the International Committee of the Red Cross (ICRC), the Danish Red Cross and Novo Nordisk investigating better approaches to care for people living with non-communicable diseases (NCDs) in humanitarian crises.

LB14, IQ15

Publish nine peer-reviewed articles on NCD care
in humanitarian crises.

Six peer-reviewed articles were published, four are under review and an additional two are in the pipeline.

1. NWE: North West Europe. 2. AU: Australia. 3. CN: China. 4. CA: Canada. 5. DK: Denmark. 6. UK: United Kingdom. 7. BR: Brazil. 8. FR: France. 9. LMIC: Low- and middle-income countries. 10. AF: Africa. 11. ME: Middle East. 12. AS: Asia. 13. SA: South America. 14. LB: Lebanon. 15. IQ: Iraq.


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ESG initiatives (continued)

We recognise the need to operate with proper regard to our impact on society and the environment. This table compiles some our most significant initiatives within ESG.

Agenda

Name

Description

Reach

Ambition

2023 Progress

Access and
affordability
(continued)

MyInsulinRxTM

Programme allowing eligible patients to obtain a monthly supply of any combination of Novo Nordisk insulin products
(up to three vials or two packs of pens) for USD 35.

US16

Provide access to affordable insulin to those in need in the US.

We replaced My99Insulin with MyInsulinRxTM, reducing the out of pocket cost for patients from USD 99 to 35.

Patient Assistance Program

Programme offering free diabetes medication to people in need who meet certain eligibility criteria, including annual household income at or below 400% of the government-defined poverty level.

Provide access to affordable diabetes medication to those in need in the US.

We provided free insulin to 63 thousand people and free GLP-1-based medicines to 162 thousand people.

Immediate Supply Program

Programme providing a free, one-time, short-term supply of our insulin (up to three vials or two packs of pens) to eligible patients who may be at risk of rationing.

Provide access to affordable insulin to those in need in the US.

Nine thousand patients had access to this programme, and we provided education on availability of our affordability offerings.

Copay Savings Offers

Offers reducing the cost for commercially insured patients who are exposed to higher than average copays.

Provide access to affordable diabetes medication to those in need in the US.

We provided USD 169 million in copay assistance for insulin and USD 599 million in copay assistance for GLP-1-based medicines.

Prevention

Cities Changing Diabetes

Programme bringing together a network of 47 city-based public-private partnerships that aim to prevent obesity and type 2 diabetes in vulnerable populations and children.

Global

Promote health equity, expand prevention efforts and address barriers to health for vulnerable populations and children.

Over 50 research studies were conducted, more than 250 local partnerships were created or strengthened, and over 85 local interventions on diabetes and obesity were initiated.

Partnership with UNICEF

Collaboration aiming to prevent childhood obesity across Latin America and Asia Pacific. It uses policies, programmes and practices to directly impact the nutrition, wellbeing and development of children.

MX17, CO18, BR, ID19

Directly impact at least 10 million children through programmatic activities by 2026.

So far, the partnership has benefitted more than 2.7 million children and caregivers across Latin America and the Caribbean through direct programmatic reach.

Diversity and inclusion

Global parental
leave policy

Policy offering a minimum of eight weeks of paid leave within the first year of becoming a parent to all non-birthing parents globally, regardless of gender.

Global

Ensure that all employees get the opportunity to bond with their child.

Employees worldwide continue to benefit from our enhanced parental leave policy.

Global inclusion index

Numerical indicator, included in our annual employee engagement survey, of how employees rate the state of inclusion in Novo Nordisk. It includes four statements covering psychological safety, equal opportunity, sense of belonging and valuing
of diverse perspectives.

Global

Sustain progress on the state of inclusion in
Novo Nordisk.

Of the more than 47,000 employees who completed the survey, 82% rated the inclusion statements favourable, compared to 78% in 2021 and 82% in 2022.

Yearly equal pay reviews

Equal pay reviews conducted on a yearly basis and followed by corrective actions for confirmed equal pay risk cases.

Global,
excluding US

Mitigate bias in pay processes and decisions.

Out of the more than 49,000 positions covered in the pay review, we identified 0.6% with an equal pay gap and we are taking corrective actions.

Gender diversity targets

Two aspirational gender diversity targets that accelerate progress towards balanced gender representation and ensure leadership accountability.

Global

Achieve a balanced gender representation across all managerial levels and a minimum of 45% women and 45% men in senior leadership positions by the end of 2025.

By end of year, 46% of all leaders were women, and 41% of leaders in senior leadership positions were women, compared to 44% and 39%, respectively, at the end of 2022.

Company
culture

Novo Nordisk
Way Facilitation

Collaborative assessment that a team of facilitators performs with selected units to evaluate their compliance with the Novo Nordisk Way.

Global

Assess all high-risk units yearly.

42 units were assessed, one of which was deemed to not be working in accordance with the Novo Nordisk Way. The most frequent findings raised to management teams relate to ambition, empowerment, stakeholder relations, simplicity or agility.

Ethics and compliance

Global Ethics and Compliance Framework

The Novo Nordisk Way, our OneCode and international and local standards for responsible business conduct set the foundation for ethics and compliance in Novo Nordisk. This covers anti-fraud, anti-bribery, anti-off-label promotion, transparency in dealing with healthcare professionals and organisations, protection of personal data and respect to human rights.

Global

Ensure that all Novo Nordisk employees act with integrity and in compliance with the ethics and compliance framework.

We launched OneCode, which sets expectations and guides all Novo Nordisk employees on how we act as a company and individuals.

Annual Ethics and Compliance Training

Ethics and compliance training conducted on an annual basis and mandatory for all employees, including all new hires.

Global

Train all Novo Nordisk employees annually in ethics and compliance.

99% of all employees completed and documented their training, with the remaining 1% missing mainly due to employees being on leave.

Business Ethics Reviews

Business ethics reviews performed by Group Internal Audit (GIA) in subsidiaries, production sites, vendors and headquarters to assess the level of ethics and compliance in Novo Nordisk.

Global

Complete 45 business ethics reviews in 2024.

40 business ethics reviews were completed, compared to 35 reviews in 2022. Consolidated conclusions were reported to Executive Management and the Audit Committee. GIA assessed that the level of ethics and compliance in Novo Nordisk is sound.

16. US: United States. 17. MX: Mexico. 18. CO: Colombia. 19. ID: Indonesia.


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Sustainability frameworks and performance

We strive to follow and adhere to international standards, recommendations and commitments set by globally recognised entities. We are also regularly assessed by independent organisations on our ESG performance. This table compiles some of the most relevant standards, recommendations and commitments we adhere to, as well as assessments we receive.

Agenda

Name

Type

Description

Scale

Result

Comment

Value Reporting Foundation (VRF)

Standard

The VRF (previously known as Sustainability Accounting Standards Board, and now part of the IFRS Foundation) enables organisations to provide industry-based disclosures on sustainability risks and opportunities affecting cash flows, access to finance or cost of capital in short, medium or long term.

N/A

Novo Nordisk reports on VRF in alignment with the ‘Biotechnology & Pharmaceuticals’ standard. We are fully or partially aligned with all the 25 indicators required by VRF.

UN Sustainable Development Goals
(UN SDGs)

Commitment

The UN SDGs are a set of 17 goals and 169 targets designed to achieve a sustainable future by 2030. The goals cover a range of issues, including poverty, inequality, climate change and environmental sustainability.

N/A

Novo Nordisk uses SDGs to step up sustainability, drive zero environmental impact by 2030 and improve healthcare for more people. The priority SDGs are Goal 3 (Good health and wellbeing) and Goal 12 (Responsible consumption and production).

UN Global Compact (UNGC)
Ten Principles

Commitment

The UNGC requires companies to align strategies and operations with universal principles on human rights, labour, environment and anti-corruption, and to take actions that advance societal goals.

N/A

Novo Nordisk is committed to UNGC principles and has been an active participant since 2002. We submit the ‘Communication on Progress‘ focusing on governance, human rights, labour, environment and anti-corruption on an annual basis.

Morgan Stanley Capital International
(MSCI) ESG Ratings

Assessment

The MSCI ESG Ratings measure an organisation's resilience to financially material ESG risks. They assess how companies manage risks compared to their peers, using a customised methodology to identify industry leaders and laggards.

CCC-AAA

AAA

Novo Nordisk maintained an AAA leadership ESG rating in line with the past six years, and is among the top 5% of pharmaceutical peers, which comprises 267 companies.

Sustainalytics ESG Risk Ratings

Assessment

The Sustainalytics ESG Risk Ratings measure an organisation's exposure to industry-specific, material ESG risks as well as risk management. Sustainalytics ESG Risk Ratings assess the ESG performance of more than 16,000 companies.

>40-0

23.1

Novo Nordisk ranked among the top 15% of the pharmaceutical industry group, with a ranking of 139 out of 912, incurring an ESG risk rating of 23.1 (medium risk). Sustainalytics ESG Risk Ratings range from severe (>40) to negligible (0-10) risk.

Standard & Poor's (S&P) Scores

Assessment

The S&P Global ESG Score measures ESG performance via disclosures, media analysis, modelling approaches and company engagement. The S&P Corporate Sustainability Assessment (CSA) Score is the ESG Score without utilising modelling approaches.

0-100

59 in ESG Score
53 in CSA Score

Novo Nordisk ranked in the 91st percentile within the pharma peer group with an ESG score of 59 and a CSA score of 53.

Corporate Knights Global 100

Assessment

The Corporate Knights 19th annual ranking of the world’s 100 most sustainable corporations is based on an assessment of over 6,000 public companies with revenue over USD 1 billion.

100-1

Novo Nordisk ranked 1st within Denmark in the 'Pharmaceutical & Biotech Manufacturing Peer Group', 2nd in the healthcare sector globally and 53rd in the overall rank.

Taskforce on Climate-related
Financial Disclosures (TCFD)

Standard

The TCFD establishes recommendations for disclosing comparable and consistent information on climate-related aspects across organisations. TCFD is specifically focused on climate governance, strategy, risk management and setting of metrics and targets.

N/A

Novo Nordisk integrates TCFD-recommended scenarios into its risk management: limiting temperature increase below 2ºC, preferably 1.5ºC as per the Paris Agreement, and a 4ºC increase scenario as high-emission alternative. We have assessed production sites on these scenarios and intend to assess the entire supply chain going forward.

Science Based Targets initiative (SBTi)

Standard

The SBTi defines best practice in emissions reduction and net zero targets aligned with climate sciences. It also independently assesses and approves companies’ targets in accordance with its strict criteria.

N/A

Novo Nordisk has an approved near-term 2030 target in line with the 1.5 °C requirement from SBTi. Additionally, Novo Nordisk is committed to achieving net zero emissions by 2045, with an aim to be aligned with SBTi’s net zero requirements.

Carbon Disclosure Project (CDP) Scores

Assessment

The CDP measures environmental performance through three disclosure stages: awareness, management and leadership. The CDP Scores incentivise companies to measure and manage environmental impacts via climate change and water security questionnaires.

D- to A

A in CDP Climate
A- in CDP Water

In 2022, Novo Nordisk maintained an A leadership ranking in CDP Climate and improved from a B to
an A- leadership ranking in CDP Water. Scores for the 2023 CDP Climate & Water will be available at:
www.cdp.net in February 2024.

UN Guiding Principles on Business and
Human Rights (UNGPs)

Commitment

The UNGPs comprise of guidelines for states and companies to prevent, address and remedy adverse impacts on human rights in their business operations.

N/A

In accordance with the UNGPs, Novo Nordisk commits to the responsibility to respect human rights throughout own operations and value chains, as elaborated in our Human Rights Commitment. In adherence with the UN Guiding Principles Reporting Framework, Novo Nordisk annually publishes a Human Rights Report which outlines our latest work towards meeting this responsibility. Please refer to: www.novonordisk.com/sustainable-business/esg-portal/social.html.

Access To Medicine Foundation
(ATMI) Score

Assessment

The ATMI evaluates 20 of the world’s largest pharmaceutical companies on their performance on priority access-to-medicine topics. Companies are assessed based on research and development, governance of access and product delivery.

0-5

2.97

In 2022, Novo Nordisk ranked 11th, with the strongest performance in the governance of access area, where a score of 4.43 out of 5 was achieved. ATMI will release updated ranking for top 20 companies in 2024.

World Economic Forum (WEF) 'Good Work Framework'

Standard

The WEF 'Good Work Framework' sets out five objectives and goals: promote fair pay and social justice; provide flexibility and protection; deliver on health and well-being; drive diversity, equity and inclusion; foster employability and learning culture.

N/A

Novo Nordisk published a WEF 'Good Work Framework' case study in March 2023 titled 'Making Inclusivity a Reality'. It featured work practices and aspirational targets in D&I.

OECD Guidelines for Multinational
Enterprises on Responsible Business
Conduct (OECD Guidelines)

Recommendation

The OECD Guidelines are government-backed recommendations on responsible business conduct with the purpose of fostering business contribution to sustainable development and addressing adverse impacts on people, planet and society that stem from business activities.

N/A

Novo Nordisk adheres to the OECD Guidelines on a corporate level as part of our commitment to ethical business conduct. We set expectations in line with the OECD Guidelines towards Novo Nordisk suppliers by integrating the OECD Guidelines to our Responsible Sourcing Standards.


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Financial statements of the parent company 2023

The following pages comprise the financial statements of the parent company, the legal entity Novo Nordisk A/S. Apart from ownership of the subsidiaries in the

Novo Nordisk Group, activity within the parent company mainly comprises sales, research and development, production, corporate activities and support functions.

Income statement

For the year ended 31 December


DKK million	Note	2023	2022
Net sales	2	198,078	142,656
Cost of goods sold	3	(38,433)	(31,060)
Gross profit		159,645	111,596
Sales and distribution costs	3	(42,291)	(37,476)
Research and development costs	3	(28,731)	(19,209)
Administrative costs	3	(2,002)	(2,135)
Other operating income and expenses		1,315	1,012
Operating profit		87,936	53,788
Profit in subsidiaries, net of tax	8	15,973	19,238
Financial income	4	3,636	567
Financial expenses	4	(4,581)	(6,280)
Profit before income taxes		102,964	67,313
Income taxes		(19,557)	(11,975)
Net profit		83,407	55,338

Balance sheet

At 31 December


DKK million	Note	2023	2022
Assets
Intangible assets	6	28,755	19,449
Property, plant and equipment	7	53,822	34,547
Financial assets	8	87,543	78,306

Other receivables and prepayments	9	1,238	—
Total non-current assets		171,358	132,302
Raw materials		8,415	5,659
Work in progress		16,211	13,657
Finished goods		4,311	2,975
Inventories		28,937	22,291
Trade receivables		2,348	1,877
Amounts owed by affiliated companies		30,398	18,192
Tax receivables		8	7
Other receivables and prepayments	9	5,494	3,185
Receivables		38,248	23,261
Marketable securities		15,838	10,921
Derivative financial instruments	11	2,344	2,727
Cash at bank		10,623	9,795
Total current assets		95,990	68,995
Total assets		267,348	201,297


DKK million	Note	2023	2022
Equity and liabilities
Share capital	10	451	456
Net revaluation reserve		24,696	17,785
Development costs reserve		1,756	1,524
Reserve for cash flow hedges and exchange rate adjustments		1,594	1,045
Retained earnings		77,185	62,091
Total equity		105,682	82,901
Borrowings	12	16,855	21,199
Deferred income tax liabilities	5	6,282	2,967
Other provisions	13	1,280	1,303
Total non-current liabilities		24,417	25,469
Borrowings	12	5,072	169
Derivative financial instruments	11	1,272	2,903
Trade payables		6,778	4,782
Amounts owed to affiliated companies		108,865	74,059
Tax payables		3,046	3,115
Other liabilities		12,216	7,899
Total current liabilities		137,249	92,927
Total liabilities		161,666	118,396
Total equity and liabilities		267,348	201,297


			Novo Nordisk Annual Report 2023			Financial statements of the parent company			106

Equity statement


DKK million	Share capital	Net revaluation reserve	Reserve for cash flow hedges and exchange rate adjustments	Development costs reserve	Retained earnings	2023	2022
Balance at the beginning of the year	456	17,785	1,045	1,524	62,091	82,901	70,469

Appropriated from net profit					33,116	33,116	29,532
Appropriated from net profit to net revaluation reserve		8,304				8,304	(2,144)
Exchange rate adjustments of investments in subsidiaries		(1,393)				(1,393)	2,291

Realisation of previously deferred (gains)/losses on cash flow hedges			(998)			(998)	1,610
Deferred gains/(losses) on cash flow hedges incurred during the period			1,547			1,547	998

Development costs				232	(232)	—	—
Other adjustments					1,284	1,284	976

Transactions with owners:
Total dividend for the year					41,987	41,987	27,950
Interim dividends paid during the year					(13,430)	(13,430)	(9,613)
Dividends paid for prior year					(18,337)	(18,337)	(15,690)

Reduction of the B share capital	(5)				5	—	—
Purchase of treasury shares					(29,924)	(29,924)	(24,086)

Share-based payments (note 3)					562	562	433
Tax related to restricted stock units					63	63	175
Balance at the end of the year	451	24,696	1,594	1,756	77,185	105,682	82,901

Proposed appropriation of net profit:
Interim dividend for the year						13,430	9,613
Final dividend for the year						28,557	18,337
Appropriated to net revaluation reserve						8,304	(2,144)
Transferred to retained earnings						33,116	29,532
Distribution of net profit						83,407	55,338

Refer to note 4.3 in the consolidated financial statements for details on the number of shares, treasury shares and total number of A and B shares in Novo Nordisk A/S.


			Novo Nordisk Annual Report 2023			Financial statements of the parent company			107

Notes

1 Accounting policies

The financial statements of the parent company have been prepared in accordance with the Danish Financial Statements Act (Class D) and other accounting regulations for companies listed on Nasdaq Copenhagen.

The accounting policies for the financial statements of the parent company are unchanged from the previous financial year. The accounting policies are the same as for the consolidated financial statements with the adjustments described below. For a description of the accounting policies of the Group, refer to the consolidated financial statements.

No separate statement of cash flows has been prepared for the parent company; refer to the statement of cash flows for the Group.

Supplementary accounting policies for the parent company

Intangible assets

Goodwill recognised in subsidiaries is amortised over 23 years, which reflects the useful life of the underlying assets and activities generating the goodwill.

Financial assets

In the financial statements of the parent company, investments in subsidiaries and associated companies are recorded under the equity method, using the respective share of the net asset values in subsidiaries and associated companies. The equity method is used as a measurement method rather than a consolidation method.

The net profit of subsidiaries and associated companies less unrealised intra-group profits and amortisation of goodwill is recorded in the income statement of the parent company. To the extent that net profit exceeds declared dividends from such companies, the net revaluation of investments in subsidiaries and associated companies is transferred to net revaluation reserve under equity according to the equity method. Profits in subsidiaries and associated companies are disclosed as profit after tax.

Amounts owed by affiliates, where settlement is neither planned nor likely within the foreseeable future, are treated as part of net-investments in subsidiaries, with exchange rate adjustments recognised directly in equity through reserve for cash flow hedges and exchange rate adjustments.

Tax

For Danish tax purposes, the parent company is assessed jointly with its Danish subsidiaries. The Danish jointly taxed companies are included in a Danish on-account tax payment scheme for Danish corporate income tax. All current taxes under the scheme are recorded in the individual companies. Novo Nordisk A/S and its jointly taxed subsidiaries are included in the joint taxation of the parent company, Novo Holdings A/S.

2 Sales


DKK million	2023	2022
Sales by business segment
Diabetes and Obesity care	197,969	142,413
Rare disease	109	243
Total sales	198,078	142,656
Sales by geographical segment
North America Operations	124,860	79,953
International Operations:
EMEA	40,038	32,789
China	12,800	14,412
Rest of World	20,380	15,502
Total sales	198,078	142,656

Sales are attributed to a geographical segment based on location of the customer. For definitions of segments, refer to note 2.2 in the consolidated financial statements. Refer to note 5.7 in the consolidated financial statements for an overview of companies in the Novo Nordisk Group based on geographical areas.

3 Employee costs


DKK million	2023	2022
Wages and salaries	19,525	14,656
Share-based payment costs	562	433
Pensions	1,709	1,281
Other social security contributions	301	247
Other employee costs	1,039	629
Total employee costs	23,136	17,246
Average number of full-time employees	23,754	19,201
Year-end number of full-time employees	26,111	20,926

For information regarding remuneration to the Board of Directors and Executive Management, refer to note 2.4 to the consolidated financial statements.


			Novo Nordisk Annual Report 2023			Financial statements of the parent company			108

4 Financial income and financial expenses


DKK million	2023	2022
Interest income relating to subsidiaries	487	365
Interest income relating to external counterparties	936	170

Foreign exchange gain (net)	772	—
Financial gain from forward contracts (net)	1,263	—
Capital gain from marketable securities	144	—
Other financial income	34	32
Total financial income	3,636	567
Interest expenses relating to subsidiaries	4,225	1,150
Result of associated company	38	4
Foreign exchange loss (net)	—	2,705
Financial loss from forward contracts (net)	—	1,659
Capital loss from marketable securities	—	463
Other financial expenses	318	299
Total financial expenses	4,581	6,280

5 Deferred income tax assets/(liabilities)


DKK million	2023	2022
Net deferred tax asset/(liability) at the beginning of the year	(2,967)	228
Income/(charge) to the income statement	(2,797)	(2,629)
Income/(charge) to equity	(518)	(566)
Net deferred tax asset/(liability) at the end of the year	(6,282)	(2,967)

The Danish corporate tax rate is 22% in 2023 (22% in 2022).

6 Intangible assets


DKK million	Intellectual property rights	Software and other intangibles	2023	2022
Cost at the beginning of the year	20,167	3,653	23,820	12,572
Additions during the year	11,347	490	11,837	11,399
Disposals during the year	—	—	—	(151)
Cost at the end of the year	31,514	4,143	35,657	23,820
Amortisation at the beginning of the year	2,672	1,699	4,371	3,462
Amortisation during the year	840	171	1,011	810
Impairment losses for the year	1,499	21	1,520	250
Amortisation and impairment losses reversed on disposals during the year	—	—	—	(151)
Amortisation at the end of the year	5,011	1,891	6,902	4,371
Carrying amount at the end of the year	26,503	2,252	28,755	19,449
Intangible assets primarily relate to intellectual property rights, internally developed software and costs related to major IT projects. Intangible assets which are not yet available for use amount to DKK 19,993 million (DKK 10,007 million in 2022).


			Novo Nordisk Annual Report 2023			Financial statements of the parent company			109

7 Property, plant and equipment


DKK million	Land and buildings	Plant and machinery	Other equipment	Assets under construction	2023	2022
Cost at the beginning of the year	23,801	25,384	4,489	12,018	65,692	55,995
Additions during the year	822	219	150	21,229	22,420	10,223
Disposals during the year	(330)	(849)	(266)	(316)	(1,761)	(526)
Transfer from/(to) other items	597	800	509	(1,906)	—	—
Cost at the end of the year	24,890	25,554	4,882	31,025	86,351	65,692
Depreciation and impairment losses at the beginning of the year	11,328	16,918	2,899	—	31,145	28,988
Depreciation for the year	1,142	1,180	426	—	2,748	2,597
Impairment losses for the year	5	67	21	316	409	36
Depreciation reversed on disposals during the year	(326)	(855)	(276)	(316)	(1,773)	(476)
Depreciation and impairment losses at the end of the year	12,149	17,310	3,070	—	32,529	31,145
Carrying amount at the end of the year	12,741	8,244	1,812	31,025	53,822	34,547
Of which related to leased property, plant and equipment	1,011	—	72	—	1,083	580

Leased property, plant and equipment primarily relates to lease of office buildings, warehouses, laboratories and vehicles.


			Novo Nordisk Annual Report 2023			Financial statements of the parent company			110

8 Financial assets


DKK million	Investments in subsidiaries	Amounts owed by affiliated companies	Investment in associated company	Other securities and investments	2023	2022
Cost at the beginning of the year	54,660	4,975	105	757	60,497	53,987
Investments during the year	5,170	800		124	6,094	6,697
Divestments and repayments during the year	(29)	(3,328)		(63)	(3,420)	(187)
Cost at the end of the year	59,801	2,447	105	818	63,171	60,497
Value adjustments at the beginning of the year	34,407	292	90	(268)	34,521	35,933
Profit/(loss) before tax	18,112				18,112	19,713
Share of result after tax in associated company			(38)		(38)	(4)
Income taxes on profit for the year	(1,332)				(1,332)	(1,596)
Market value adjustment				(6)	(6)	(135)
Dividends received	(9,127)				(9,127)	(23,305)
Divestments during the year	29			25	54	—
Effect of exchange rate adjustment charged to the income statement		(271)		(96)	(367)	220
Effect of exchange rate adjustment charged to equity	(2,285)				(2,285)	1,768
Other adjustments	1,467				1,467	1,927

Value adjustments at the end of the year	41,271	21	52	(345)	40,999	34,521
Unrealised internal profit at the beginning of the year	(16,712)				(16,712)	(18,356)
Unrealised internal profit movements in the year	(807)				(807)	1,121
Effect of exchange rate adjustment charged to equity	892				892	523

Unrealised internal profit at the end of the year	(16,627)	—	—	—	(16,627)	(16,712)
Carrying amount at the end of the year	84,445	2,468	157	473	87,543	78,306

For a list of companies in the Novo Nordisk Group, refer to note 5.7 to the consolidated financial statements.

9 Other receivables and prepayments

Other receivables and prepayments includes prepayments of DKK 5,375 million, primarily related to prepaid contract manufacturing and R&D activities

10 Share capital

For information on share capital, refer to note 4.3 to the consolidated financial statements.

11 Derivatives

For information on derivative financial instruments, refer to note 4.5 to the consolidated financial statements. All derivatives in the group are entered into with Novo Nordisk A/S as the counterpart.

12 Borrowings


DKK million	2023	2022
Within 1 year	5,072	169
1-5 years	12,889	12,627
More than 5 years	3,966	8,572
Total borrowings	21,927	21,368

Borrowings mainly consist of loans from Novo Nordisk Finance (Netherlands) B.V. related to issuance of Eurobonds.


			Novo Nordisk Annual Report 2023			Financial statements of the parent company			111

13 Other provisions

Provisions for pending litigations are recognised as other provisions. For information on pending litigations, refer to note 3.5 to the consolidated financial statements. Furthermore, as part of normal business Novo Nordisk issues credit notes for expired goods. Consequently, a provision for future returns is made, based on historical product return statistics.

14 Related party transactions

For information on transactions with related parties, refer to note 5.4 to the consolidated financial statements.

The parent company’s share of services provided by NNIT Group amounts to DKK 327 million (DKK 578 million in 2022).

Novo Nordisk A/S is included in the consolidated financial statements of the Novo Nordisk Foundation.

15 Fee to statutory auditors


DKK million	2023	2022
Statutory audit1	9	15
Audit-related services	2	2
Tax advisory services	4	1
Other services	15	9
Total fee to statutory auditors	30	27
1. 2022 statutory audit fee includes DKK 6 million of additional fee related to 2021.

16 Commitments and contingencies


DKK million	2023	2022
Commitments
Leases1	804	95
Research and development obligations	18,448	11,778
Research and development - potential milestones2	25,218	6,727
Commercial product launch - potential milestones2	11,780	7,746
Purchase obligations relating to investments in property plant and equipment	1,072	232
Purchase obligation relating to contract manufactures	33,107	13,362
Other purchase obligations	2,742	2,533
Guarantees given for subsidiaries3	35,608	31,858
Other guarantees	993	127
1. Lease commitments predominantly relate to estimated variable property taxes and low value assets. 2. Potential milestone payments are associated with uncertainty as they are linked to successful achievements in research activities; refer to note 5.2 to the consolidated financial statements. 3. Guarantees given for subsidiaries mainly relate to guarantees towards Novo Nordisk Finance (Netherlands) B.V. related to issuance of Eurobonds.

Novo Nordisk A/S and its Danish subsidiaries are jointly taxed with the Danish companies in Novo Holdings A/S. The joint taxation also covers withholding taxes in the form of dividend tax, royalty tax and interest tax. The Danish companies are jointly and severally liable for the joint taxation. Any subsequent adjustments to income taxes and withholding taxes may lead to a larger liability. The tax for the individual companies is allocated in full on the basis of the expected taxable income.

For information on pending litigation and other contingencies, refer to notes 3.5 and 5.2 to the consolidated financial statements.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf of the undersigned, thereunto duly authorized.

Date: January 31, 2024

Novo Nordisk A/S

Lars Fruergaard Jørgensen

Chief Executive Officer

EX-15.2 8 exhibit152consentofindepen.htm EX-15.2 Document

Exhibit 15.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement Nos. 333-221244, 333-222923, and 333-263809 on Form S-8 of our report dated January 31, 2024 relating to the financial statements of Novo Nordisk A/S and the effectiveness of Novo Nordisk A/S’s internal control over financial reporting appearing in this Annual Report on Form 20-F for the year ended December 31, 2023.

/s/ Deloitte Statsautoriseret Revisionspartnerselskab

Copenhagen, Denmark

January 31, 2024

EX-97 9 exhibit97compensationrecov.htm EX-97 Document

Exhibit 97

Appendix – Dodd Frank Recoupment Policy

NOVO NORDISK A/S

Dodd Frank Recoupment Policy

1. Purpose.

The Board of Directors (“Board”) of Novo Nordisk A/S (the “Company”), based upon the recommendation of its Remuneration Committee (the “Committee”), has adopted this Dodd Frank Recoupment Policy (this “Policy”) applicable to the Novo Nordisk Group in order to implement a mandatory clawback policy in the event of a Restatement in compliance with the Applicable Rules. Any capitalized terms used, but not immediately defined, in this Policy have the meanings set forth in Section 9.

2. Administration.

This Policy shall be administered by the Committee, which shall make all determinations with respect to this Policy in its sole discretion; provided that this Policy shall be interpreted in a manner consistent with the requirements of the Applicable Rules. Notwithstanding the foregoing, subject to the Applicable Rules, the Board may assume any or all powers and authority of the Committee with respect to this Policy, in which case references to the Committee shall be deemed to include the Board, as applicable.

3. Recovery on a Restatement.

In the event that the Company is required to prepare a Restatement, the Company (potentially through one or more of its subsidiaries) shall reasonably promptly recover from an Executive Officer the amount of any erroneously awarded Incentive-Based Compensation that is Received by such Executive Officer during the Recovery Period. The amount of erroneously Received Incentive-Based Compensation will be the excess of the Incentive-Based Compensation Received by the Executive Officer (whether in cash or shares) based on the erroneous data in the original financial statements over the Incentive-Based Compensation (whether in cash or in shares) that would have been Received by the Executive Officer had such Incentive-Based Compensation been based on the restated results, without respect to any tax liabilities incurred or paid by the Executive Officer.

Without limiting the foregoing, for Incentive-Based Compensation based on the Company’s stock price or total shareholder return, where the amount of erroneously awarded compensation is not subject to mathematical recalculation directly from the information in the Restatement, (i) the amount shall be based on the Company’s reasonable estimate of the effect of the Restatement on the stock price or total shareholder return upon which the Incentive-Based Compensation was Received and (ii) the Company shall maintain documentation of the determination of that reasonable estimate and provide such estimate to NYSE.

4. Coverage and Application.

This Policy covers all persons who are Executive Officers at any time during the Recovery Period for which Incentive-Based Compensation is Received. Incentive-Based Compensation shall not be recovered under this Policy to the extent Received by any person before the date the person served as an Executive Officer. Subsequent changes in an Executive Officer’s employment status, including retirement or termination of employment, do not affect the Company’s or a subsidiary’s right to recover Incentive-Based Compensation pursuant to this Policy.

This Policy shall apply to Incentive-Based Compensation that is Received by any Executive Officer on or after the Effective Date and that results from attainment of a Financial Reporting Measure based on or derived from financial information for any fiscal period ending on or after the Effective Date.

5. Exceptions to Policy.

No recovery of Incentive-Based Compensation shall be required if any of the following conditions are met and the Committee determines that, on such basis, recovery would be impracticable:

a.the direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered; provided that prior to making a determination that it would be impracticable to recover any Incentive-Based Compensation based on the expense of enforcement, the Company or an applicable subsidiary shall (i) have made a reasonable attempt to recover the Incentive-Based Compensation, (ii) have documented such reasonable attempts to recover, and (iii) provide the documentation to NYSE;

b.recovery would violate Danish law or such other jurisdiction(s) as may govern the actual Incentive Based Compensation where that law was adopted prior to 28 November 2022; or

c.recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees, to fail to meet the requirements of Section 401(a)(13) or Section 411(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and U.S. Treasury regulations promulgated thereunder.


			Exhibit 97 2023 - Novo Nordisk

6. Methods of Recovery.

In the event of a Clawback Event, subject to applicable law, the Committee may take any such actions as it deems necessary or appropriate, including, without limitation:

a.the reduction or cancellation of any Incentive-Based Compensation in the form of vested or unvested equity or equity-based awards that have not been distributed or otherwise settled prior to the date of determination;

b.the recovery of any Incentive-Based Compensation that was previously paid to the Executive Officer;

c.the recovery of any gain realized on the vesting, exercise, settlement, sale, transfer, or other disposition of any Incentive-Based Compensation in the form of equity or equity-based awards;

d.the offset, withholding, or elimination of any amount that could be paid or awarded to the Executive Officer after the date of determination;

e.the recoupment of any amount in respect of Incentive-Based Compensation contributed to a plan that takes into account Incentive-Based Compensation (excluding certain tax-qualified plans, but including long-term disability, life insurance, supplemental executive retirement plans and deferred compensation plans, in each case to the extent permitted by applicable law, including Section 409A of the Code) and any earnings accrued to date on any such amount; and

f.the taking any other remedial and recovery action permitted by law, as determined by the Committee.

In addition, the Committee may authorize other actions vis-à-vis an Executive Officer as the Company (or any of its subsidiaries) may be entitled to take and the Committee deems appropriate.

7. Other Employees

The Committee may decide that this Policy is applicable to incentives received by Other Employees of the Company and its subsidiaries. If so, this Policy would become an integral part of a specific incentive scheme for such Other Employees. The Committee may decide when enforcing the policy to deviate from the Policy to the advantage of the Other Employees, including rescinding claw back and/or refraining from making public disclosures in relation to Other Employees unless required by law.

8. Miscellaneous.

a. Effective Date. This Policy shall be effective as of 1 December 2023 (“Effective Date”).

b. Public Disclosure. The Company shall make all required disclosures and filings with the Regulators with respect to this Policy in accordance with the requirements of the Applicable Rules, and any other requirements applicable to the Company, including any disclosures required in connection with SEC filings.

c. No Indemnification. The Company or any subsidiary shall not indemnify any current or former Executive Officer against the loss of erroneously awarded compensation and shall not pay or reimburse any Executive Officer for premiums incurred or paid for any insurance policy to fund such Executive Officer’s potential recovery obligations.

d. No Substitution of Rights; Non-Exhaustive Rights. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company or any subsidiary pursuant to (i) any equity or equity-based incentive compensation plan or any successor plan thereto, or any other incentive plan of the Company or any of its subsidiaries or affiliates or (ii) the terms of any similar policy or provision in any employment agreement, compensation agreement or arrangement, or similar agreement and any other legal remedies available to the Company or any subsidiary. In addition to recovery of compensation as provided for in this Policy, the Company or any subsidiary may take any and all other actions as it deems necessary, appropriate and in the Company’s or a subsidiary’s best interest in connection with a Clawback Event and nothing in this Policy limits the Company’s or a subsidiary’s rights to take any such or other appropriate actions.

e. Amendment; Termination; Sunset. The Board, based upon the recommendation of the Committee, may amend this Policy at any time for any reason, subject to any limitations under the Applicable Rules. Unless otherwise required by applicable law, this Policy shall no longer be effective from and after the date that the Company no longer has a class of securities publicly listed on a U.S. national securities exchange or is otherwise not subject to the Applicable Rules.

9. Defined Terms.

For the purposes of this Policy, the following terms shall have the meanings set forth below:

a.“Applicable Rules” means Section 10D of the Exchange Act and Rule 10D-1 promulgated thereunder, Section 303A.14 of the Listed Company Manual of the New York Stock Ex-change LLC, and any other national stock exchange rules that the Company is or may become subject to.

b.“Clawback Event” means a required recoupment of Incentive-Based Compensation in the event of a Restatement under the Applicable Rules.

c.“Exchange Act” means the Securities Exchange Act of 1934, as amended.

d.“Executive Officer” means any officer who is required to be covered by this Policy pursuant to Section 10D of the Exchange Act.


			Exhibit 97 2023 - Novo Nordisk

e.“Financial Reporting Measures” means (i) measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures,

(ii) the Company’s stock price, and (iii) total shareholder return in respect of the Company. A “Financial Reporting

Measure” need not be presented within the financial statements or included in a filing with the SEC.

f.“Incentive-Based Compensation” means any compensation that is granted, earned, or vested, based wholly or in part upon the attainment of a Financial Reporting Measure. Incentive-Based Compensation does not include, among other forms of compensation, equity awards that vest exclusively upon completion of a specified employment period, without any performance condition, and bonus awards that are discretionary or based on subjective goals or goals unrelated to Financial Reporting Measures.

g.“Novo Nordisk Group” means Novo Nordisk A/S and its subsidiaries.

h.“NYSE” means the New York Stock Exchange.

i.“Other Employees” mean any other employees of the Company and its subsidiaries identified by the Committee from time to time.

j.“Received” means Incentive-Based Compensation is deemed “Received” for the purposes of this Policy in the Company’s fiscal period during which the Financial Reporting Measure applicable to the Incentive-Based Compensation award is attained, even if the payment or grant of the Incentive-Based Compensation occurs after the end of that period.

k.“Recovery Period” means the three completed fiscal years immediately preceding the date on which the Company is required to prepare a Restatement, which date is the earlier of (i) the date the Board, a committee of the Board, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare a Restatement or (ii) a date that a court, regulator, or other legally authorized body directs the Company to prepare a Restatement.

l.“Regulators” means, as applicable, the SEC and the NYSE.

m.“Restatement” means that the Company is required under U.S. federal securities laws to prepare an accounting restatement due to a material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements (i) that is material to the previously issued financial statements, or (ii) that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.

n.“SEC” means the U.S. Securities and Exchange Commission.

This Dodd Frank Recoupment Policy was adopted by the Board of Directors on November 1, 2023.


			Exhibit 97 2023 - Novo Nordisk