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 recurringoccurring 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 sensitive data, including personal data (including sensitive personal data) of customers,patients, health care professionals, employees and other third parties.

Many third partythird-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

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 United Kingdom’s decisionenvironmental issues related to end its membership in the European Union remains uncertainpharmaceutical industry.

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 Kingdom (the “UK”) withdrew from the European Union (the “EU”) on January 31, 2020 (“Brexit”)States is exposed to a higher risk of tornadoes and entered a transitional period, with the UK remaining in both the EU customs unionsubsequent rainfall and single market. The transition period ended on December 31, 2020 following the successful negotiationlightening. In addition, availability of a Free Trade Agreement (FTA) between the UK and the EU. The FTA reduces the potential impact of Brexit on Novo Nordisk; however, uncertainty remains regarding areas such as supply chain management, pharmaceutical regulations and licensing requirements. Specifically, a Mutual Recognition Agreement (MRA) on medicines, which would prevent the needhigh-quality water is essential for the retestingproduction of medicines imported from the EU to the UK, has yet to be agreed. In addition, the Northern Ireland (NI) Protocol which formed part of the UK/EU Withdrawal Agreement came into force on January 1, 2021; however, it is subject to further negotiationsdiabetes and amendments. Furthermore, patient uncertainty over the future supply of medicines and additional checks at the border that could lead to delays may pressure inventory levels. Novo Nordisk has incurred cost building significant stock in UK warehouses and developing contingency plans for alternative transportation routes, including airfreight bookings, in the event of border delays. Until the trade negotiations are finalized, however, it is difficult to assess the overall effect that Brexit will have on our operationsbiopharmaceutical products and hence the expected costs to be incurred and the ultimate impact of Brexit on our business and financial results remains uncertain.

Despite our commitment to seek to mitigate, or slow down, the spread of COVID-19, including restrictions on international and local travel, public gatherings and participation in business meetings, as well as closures of workplaces, schools, and other sites, and are requesting “social distancing”. The duration of such measures is highly uncertain, butidentify climate-related risks, we could be prolonged,unable to meet our environmental objectives in an efficient and stricter measures may be put in place (or, re-imposed, where previously lifted). The COVID-19 pandemic has resulted and is expected totimely manner, or at all. Since 2020, all our production sites have sourced 100% renewable power; however, our CO2e emissions continue to resultrise as the company grows, in a significant deterioration in economic conditions globally, including reduced productivity, increased unemployment levels, inflationary pressures, increased tax rates and/or disruptionsparticular within Scope 3. We are committed to credit and capital markets.

Factors that may experience reduced sales dueinhibit our ability to fewer patient visitsreach these targets or failure to doctors, less healthcare spending on chronic diseases as resources are divertedmaximize our environmental sustainability credentials could expose us to epidemiology management,increased regulatory risk and put us at a slowdown or temporary suspensioncommercial disadvantage relative to our peers. This could result in production and disruptions in our supply chain, and may be otherwise adversely affected by the impact on international trade and business activities. Any of the factors above could have a material adverse effect on our business, financial condition, rating and results of operations. The magnitude of the impact of the COVID-19 pandemic on the company will depend on future developments, which are highly uncertainoperations and cannot be predicted with confidence, including the duration of the outbreakprospects and counter-measures, among others.lead to reputational damage.

For capital expenditures expected in 2021,2024, reference is made to page 3237 in the subsection ‘2021 Outlook’‘2024 outlook’ in our Annual Report 2020.2023. Such expenditures are expected to be financed with cash flow from operating activities.

Novo Nordisk is a global healthcare company and a world leader in Diabetes and Obesity care. The Company has one of the broadest diabetes product portfolios in the industry, including new generation insulin, a full portfolio of modern insulin and human insulin as well as a portfolio of GLP-1 receptor agonists administered both via subcutaneous injection and as a tablet. In addition, Novo Nordisk also has a leading position within hemophilia and growth hormone therapy, and Novo Nordisk’s first product to treat obesity, Saxenda®, was launched in the United States in April 2015 and has now been launched in an additional 54 countries. Novo Nordisk 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 approximately 45,000more than 60,000 employees in 80 countries, and markets its products in approximately 170 countries.

In September 2023, Novo Nordisk completed the acquisition of a Canadian company Inversago Pharma Inc. (Inversago), whose primary asset, INV-202, is madecurrently 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 sections 'Novoasset acquisition was approximately USD 600 million with additional contingent payments of USD 475 million. Novo Nordisk at a glance'also agreed to acquire the asset Ocedurenone for uncontrolled hypertension with potential application in cardiovascular and ‘Strategic aspirations’ on pages 7-28kidney disease from KBP Biosciences PTE., Ltd. in our Annual Report 2020.2023. The purchase price of the asset acquisition was USD 800 million with additional contingent payments of USD 500 million.

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.

Novo Nordisk’s insulin and other pharmaceutical products are marketed and distributed through subsidiaries, distributors and independent agents each responsible for specific geographicalgeographic areas. As of April 1, 2020, theThe Company’s financial reporting has beenis 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

countries except for North America) and North America (covering the United States and Canada). For 2020,2023, the Company's most important markets in terms of sales were the United States, China, Japan, Canada, and the major European countries and Canada.

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.

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 ‘Product overview'‘Patent status for products with marketing authorisation' on page 9329 in our Annual Report 2020.2023.

In addition to the compound patents discussed in 'Patent status for marketed products' on page 25 in our Annual Report 2020, the patent protection of our key products within each business segment is considered in the following section. For key products with recent patent expiration or with patent expiration occurring within the coming years, geographicalgeographic sales splits are provided and factors that may influence the potential impact of competitive product launches are discussed.

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, Chinese Food and DrugChina'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.

Pursuant to Section 13(r) of the Securities Exchange Act of 1934 (""("Section 13(r)13("r)"), Novo Nordisk is obliged to disclose if, during 2020,2023, 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 BiopharmRare 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 fivea 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

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 will beis being used for assembly and packaging of insulin pens for use in Iran. .NNNN 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 2018.2018 and the German subsidiary was sold in 2019. NNE A/S currently holds an open receivablereceived final payment in 2023 from such a GOI-controlled entity related to such sales. It is uncertain when NNE A/S will receive payment fromsales and there are no longer any outstanding amounts between the Iranian customer with respect to the outstanding receivable.parties.

Novo Nordisk’s gross revenue related to transactions with GOI-owned or controlled entities in 20202023 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 2020.2023.

The purpose of Novo Nordisk’s Iran-related activities is to provide access to important and life-savingessential pharmaceutical products such as insulin and hemophiliahaemophilia 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).

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 36-37 and ‘Corporate governance’ on pages 38-41 in38-39 of our Annual Report 2020.2023.

Companies in the Novo Nordisk Group are listed in the Company’s Annual Report 2020 on page 77,section ‘Companies in the Novo Nordisk Group.’Group’ on page 81 of our Annual Report 2023.

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

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 leaseleases is 30 and 3534 years.

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 United States, although a new API production site in Clayton,and North Carolina, in the United States is being established.

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

In January 2019, Novo Nordisk initiatedNovember 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 facility in Chartres, France for assemblyarea with 7,000 square meters and packaging of diabetes finished products. The facilityit is expected to be ready for use by the end of 2021. The production area of the facility is expected to be 9,250 square meters.finalized in 2025. The expected expenditure for this facilityamount of expenditures is approximately EUR 81 million.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.

Reference is made to the section ‘Forward-looking statements’ on page 237 of our Annual Report 2023 and the discussion under the caption ‘Risk factors’ under Item 3. Reference3 of this Form 20-F. Further reference is further made to our Annual Report 2020 ‘Risk management’ on pages 34-35.

The information in this section is based on these reportsour Annual Report 2023 and should be read in conjunction with the annual reports.such report. The analysis and discussionsdiscussion included in the annual reports aresuch 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).

The following portions of our Annual Report 20202023 constitute the Board of Directors’ and Executive Management’s discussion and analysis of results of operations (incorporated herein by reference): ‘Introducing Novo Nordisk’ (pages 3-10)3-9) and ‘2020‘2023 performance and 20212024 outlook’ (pages 29-33)34-37).

The following portionsFor a discussion of our Annual Report 2019 constitute the Board of Directors’ and Executive Management’s discussion and analysis of results of operations (incorporated herein by reference): ‘Introducing Novo Nordisk’ (pages 1-7) and ‘2019 performance and 2020 outlook’ (pages 20-28)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").

Reference is made to Note 2.2 ‘Segment information’ in our Annual Report 20202023 for details on segmented results.

The majority of Novo Nordisk’s sales are in foreign currencies, mainly USD, EUR, CNY, JPY, GBP and CAD, while a significant proportion of production, research and development costs are carried in DKK. Consequently, Novo Nordisk has significant exposure to foreign exchange risks and engages in significant hedging activities where the most significant exposure and hedging are related to USD, CNY, JPY, GBP and CAD, while the EUR exchange rate risk is regarded as low due to the Danish fixed-rate policy towards EUR. Thus, Novo Nordisk does not hedge the EUR exchange rate risk. For further description of foreign currency exposure, referenceReference is made to the disclosure in Note 4.34.4 ‘Financial risks’ in our Annual Report 20202023 and for further description of foreign currency exposure and hedging activities, reference is made to the description of financial instruments in Note 4.44.5 ‘Derivative financial instruments’ in our Annual Report 2020.2023.

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.

Reference is made to page 48 ‘Cash flow statement’ andon page 4951 and ‘Balance sheet’ inon page 52 of our Annual Report 2020.2023. 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.

Reference is made to page 48 ’Cash flow statement' inon page 51 of our Annual Report 2020.2023.

The most significant source of cash flow from operating activities is sales of Diabetes and Obesity care and BiopharmRare 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 4.5Note 4.7 'Cash and cash equivalents, financial reserves and free cash flow'equivalents' in our Annual Report 2020,2023, 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, as of December 31, 2020, 20192023, 2022 and 2018,2021, respectively, are shown in Note 4.24.4 ‘Financial risks’ in our Annual Report 2020.2023.

Reference is made to page 49 ‘Balance sheet’ on page 52 and to Note 4.44.6 ‘Borrowings’ in our Annual Report 20202023 for information on Current and Non-current debt.

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 4.24.4 ‘Financial risks’ and Note 4.34.5 ‘Derivative financial instruments’ in our Annual Report 20202023 for further information on financial instruments including currency exposure.

Contractual obligations for capital expenditure and other contingent liabilities as of December 31, 20202023 and 2019,2022, respectively, are shown in Note 5.2 ‘Commitments’ in our Annual Report 2020.2023.

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.

The primary focus of Novo Nordisk’sNordisk research and development is onmainly focused on:

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), atherosclerosis cardiovascular diseases, chronic kidney diseasethe United Kingdom and Alzheimers.China. Clinical trials are carried out all over the world. Novo Nordisk also enters into partnerships and licence agreements.

Research costs comprise the very 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’ (unaudited) (page 2427 of theour Annual Report 2020)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 determining whether or not any project or group of related projects is significant, we consider the following qualitative and quantitative criteria:

In assessing the criteria listed above, we refer to ‘Risk management’ on pages 34-3541-42 in theour Annual Report 2020.2023. 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 acceptedapproved by either the FDA,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 can be used,is approved for, major and minor safety concerns associated with drug treatment, as well as if the drug can be combinedis 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 20202023 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 BiopharmRare disease group.

Information related to selected research and development projects can be found under ‘Research and development’development progress’ on page 23 in28 of our Annual Report 2020.2023.

In addition,January 2021, Novo Nordisk expandedchanged its insulin affordability offerings from January 2020policy 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 help people with diabetes who need alternative solutions as well as offering free insulincontract 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 up to three months to people who have lost their jobfurther information.

For 2024, continued pricing pressure within Diabetes and thereby health insurance due to COVID-19.Obesity Care is expected.

For further information on trends, reference is made to the section ‘2020‘2023 performance and 20212024 outlook’ on pages 29-33 in34-37 of our Annual Report 2020.2023. Information about expectations for the financial year 20212024 can be found on pages 32-3336-37 in the subsection ‘Outlook 2021’‘2024 outlook’.

Reference is made to Note 4.2 ‘Financial risks’1.1 ‘Material accounting policies and Note 5.2 ‘Commitments’key accounting estimates’ in our Annual Report 2020.2023.

Reference is made to pages 42-44 in44-46 of our Annual Report 20202023 for name, position and period of service as director for the members of the Board of Directors.

Reference is made to page 45 in47 of our Annual Report 20202023 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:

The Board of Directors hasis responsible for the overall responsibilitystrategic direction and supervises the performance of the company, strategy implementation and the work of Executive Management. Executive Management, in turn, is responsible for the affairsday-to-day management of the Company. Reference is madecompany, development and implementation of strategies and policies, the company’s operations and organization and timely reporting to pages 38-41 in our Annual Report 2020.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 activitieskey roles of the members of the Board of Directors and members of Executive Management outside the Company are included in our Annual Report 20202023 under the section ‘Management’ on pages 42-45.43-47.

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 Meetingsgeneral 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.

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 2020'2023' and section 2.5 'Board remuneration 2020'2023' in our Remuneration Report 2020.2023.

For compensation data in respect of the members of the Company’s Executive Management, reference is made to section 3.1 'Remuneration principles''Key developments in executive remuneration 2023', section 3.2 'Remuneration composition', section 3.4 'Executive remuneration in 2020’2023’, section 3.6 'Short-term incentive programme 2020'2023', section 3.7 'Long-term incentive programme 2020'2023, 2022 and 2021' and section 3.93.10 'Long-term incentive programmes 2018-2020programs 2022 and 2023 – unvested shares' in our Remuneration Report 20202023 and noteNote 5.1 'Share-based payment schemes' in our Annual Report 2020.2023.

Reference is made to ‘Corporate governance’ on pages 38-41 in our Annual Report 2020 regarding board practices. The year of election and term for each member of the Board of Directors is included inon pages 44-45 of our Annual Report 2020 on pages 42-44.2023. The year of appointment for each member of Executive Management is included in Item 6A.

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

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

In the period from January 1, 20212024 until February 3, 2021,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 February 3, 2021,January 31, 2024, reference is made to section 3.8 'Long-term incentive programme 20172021 – vested shares’ and section 3.9 'Long-term incentive programme 2020 – vested shares’ in our Remuneration Report 2020.2023.

For further information, reference is made to noteNote 5.1 'Share-based payment schemes' in our Annual Report 2020.2023.

For information on major shareholders reference is made to ‘Shares and capital structure’ on pages 36-37 in38-39 of our Annual Report 2020.2023.

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 in relation to Novo Nordisk A/S is to administer itsthe 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 creatingsecuring a satisfactory financial return for itsNovo Holdings A/S' sole shareholder, the Novo Nordisk Foundation (the 'Foundation').Foundation.

Under the Foundation’s statutes, the Foundation is governed by a Boardboard of Directors,directors, which must be comprised of six to 12twelve 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 Boardboard of Directorsdirectors are typically nominated by the Foundation’s nomination

Under Novo HoldingHoldings A/S’ statutes, Novo Holdings A/S is governed by a Boardboard of Directors,directors, which must be comprised of three to nine members elected annually by the shareholders. According to the Foundation’s statutes, its Boardboard can and shall provide for members of its own Boardboard of Directorsdirectors to be elected to Novo Holdings A/S’ Boardboard of Directors.directors. Novo Holdings A/S’ Boardboard of Directorsdirectors is currently comprised of sevennine members, two of whom are also members of the Foundation’s Boardboard of Directorsdirectors (Steen Risgaard and Lars Rebien Sørensen) and one of whom is also a member of the Boardboard of Directorsdirectors of Novo Nordisk A/S (Jeppe Christiansen)(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 Chairchair of the Foundation’s Boardboard of Directorsdirectors (Lars Rebien Sørensen) serves as the Chairchair of Novo Holdings A/S’ Boardboard of Directors.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 Boardboard of Directors.directors. Other changes in the Foundation’s statutes require approval of two-thirds of the Foundation’s Boardboard 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 36-37 in38-39 of our Annual Report 2020 and to ‘Shares and capital structure’ on pages 32-33 in our Annual Report 2019.2023.

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 February 1, 2021January 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:

For information on share repurchases under the Company's share repurchase program in 2018 and 20192021/2022 reference is made to 'Performance Highlights' on pages 9-10Note 4.2 ‘Distribution to shareholders’ in our Annual Report 2020.2023. Information on the 20202023/2024 share repurchase program, reference is made to ‘Shares and capital structure’ on pages 36-37 in38-39 of our Annual Report 2020.2023.

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.

Since December 31, 2020,2023, 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 5.35.4 ‘Related party transactions’ in our Annual Report 2020 and Note 5.3 ‘Related party transactions’ in our Annual Report 2019.2023.

The financial statements required by this item accompany this annual report in the form of our Annual Report 2020 (see2023 (filed as Exhibit no. 15.1)15.1 to this Form 20-F).

Reference is made to Note 3.73.5 ‘Provisions and contingent liabilities’ in theour Annual Report 2020.2023.

No significant events have occurred since the date of the annual financial statements. For description of important events and achievements in 2020,2023, reference is made to ´Introducing‘Introducing Novo Nordisk`,Nordisk’ on pages 3-103-9 and `2020‘2023 performance and 2021 outlook`,2024 outlook’ on pages 29-33 in34-37 of our Annual Report 2020.2023.

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 no. 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.

ThereOther 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.

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:

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.

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 holder who,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

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.

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 sourceforeign-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

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.

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.

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 2020,2023, Annual Report 20192022 and Remuneration Report 20202023 can be downloaded from the Investors pagesinvestors 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.

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 4.24.4 ‘Financial risks’ and the section ‘Risk management’ on pages 34-35 in41-42 of our Annual Report 2020.2023.

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 30, 2020.31, 2023.

For information on Interest rate sensitivity analysis in the financial year of 2020,2023, reference is made to Note 4.24.4 ‘Financial risks’ in our Annual Report 2020.2023.

For information on Foreign exchange sensitivity analysis in the financial year of 2020,2023, reference is made to Note 4.24.4 ‘Financial risks’ and the section ‘Risk management’ on pages 34-35 in41-42 of our Annual Report 2020.2023.

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.