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 occuringoccurring 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 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 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.

Climate change has global implications and operating performance may be adversely affectedposes 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 epidemics, pandemics or other public health crises

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 vaccines against new variants or mutations of COVID-19.supplier locations, provided by external insurance companies. The COVID-19 pandemic has resulted in a significant deterioration in economic conditions globally, including reduced productivity, inflationary pressures, increased tax rates and/or disruptionsrisk rating is related to credit and capital markets, and the recovery of the economy during

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 following months remains uncertain. COVID-19 and other epidemics, pandemics or public health crises pose risks to employee health and safety, andimpact 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 may experience reduced salesalso 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 fewer patient visitsrising sea levels and our production facility in North Carolina, United States is exposed to doctors, reduceda 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.

Factors that may inhibit our ability to promote productsreach 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 the Company’s 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 the Company’sour 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 2022,2024, reference is made to page 3637 in the subsection ‘2022 Outlook’‘2024 outlook’ in our Annual Report 2021.2023. 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 September 2023, Novo Nordisk completed the acquisition of Dicerna Pharmaceuticals,a Canadian company Inversago Pharma Inc. (Dicerna).(Inversago), whose primary asset, INV-202, is currently in phase 2. The acquisitionasset is focused on the development of Dicerna's ribonucleic acid interference (RNAi) platform is a strategic additionperipherally acting Cannabinoid (CB1) receptor blocker therapies which have potential to Novo Nordisk's existing research technology platformstreat people living with obesity, diabetes, metabolic and supports the strategy of using a broad range of technology platforms applicable across all of Novo Nordisk's therapeutic focus areas.fibrotic diseases. The purchase price of the asset acquisition was approximately USD 3.3 billion.

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 2021,2023, the Company's most important markets in terms of sales were the United States, China, Japan, Canada, and the major European countriescountries.

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.

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 and inpricing. 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 diabetesDiabetes 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.

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' on page 97 in our Annual Report 2021.

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.

In April 2020, Sandoz provided notice that they hadMarch 2023, Mylan filed IPRs challenging the validity of the two patents which claim the semaglutide compound. Mylan also filed an ANDA for liraglutideIPR 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 U.S. 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 Victoza®.

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 2021,2023, 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

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 2018.2018 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.

Novo Nordisk’s gross revenue related to transactions with GOI-owned or controlled entities in 20212023 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 2021.2023.

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

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 37-39 and ‘Corporate governance’ on pages 20-23 in38-39 of our Annual Report 2021.2023.

Companies in the Novo Nordisk Group are listed in our Annual Report 2021 on page 81,the 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 leases is 3230 and 3634 years.

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

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.

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 3.3 of this Form 20-F. Further reference is made to our Annual Report 2021 ‘Risk management’ on pages 41-42.41-42 of our Annual Report 2023.

The information in this section is based on our Annual Report 20212023 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).

The following portions of our Annual Report 20212023 constitute the Board of Directors’ and Executive Management’s discussion and analysis of results of operations (incorporated herein by reference): ‘Introducing Novo Nordisk’ (pages 4-9)3-9) and ‘2021‘2023 performance and 20222024 outlook’ (pages 33-36)34-37).

For a discussion of our results of operations for 20202022 compared with 2019,2021, see “Item 5-A.‘Item 5.A. Operating Results-2020Results, 2022 Compared with 2019”2021‘ included in our 20202022 Annual Report on Form 20-F (File No. 333-82318) filed with the SEC on February 3, 2021.1, 2023 (hereafter "Annual Report 2022").

Reference is made to Note 2.2 ‘Segment information’ in our Annual Report 20212023 for details on segmented results.

Reference is made to Note 4.34.4 ‘Financial risks’ in our Annual Report 20212023 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 2021.2023.

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 51 ‘Cash flow statement’ on page 51 and ‘Balance sheet’ on page 52 ‘Balance sheet’ inof our Annual Report 2021.2023. 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 51 ’Cash flow statement' inon page 51 of our Annual Report 2021.2023.

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 4.64.7 'Cash and cash equivalents' in our Annual Report 2021,2023, 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, 2021, 20202023, 2022 and 2019,2021, respectively, are shown in Note 4.34.4 ‘Financial risks’ in our Annual Report 2021.2023.

Reference is made to ‘Balance sheet’ on page 52 ‘Balance sheet’ and to Note 4.54.6 ‘Borrowings’ in our Annual Report 20212023 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 4.34.4 ‘Financial risks’ and Note 4.44.5 ‘Derivative financial instruments’ in our Annual Report 20212023 for further information on financial instruments including currency exposure.

Contractual obligations for capital expenditure and other contingent liabilities as of December 31, 20212023 and 2020,2022, respectively, are shown in Note 5.2 ‘Commitments’ in our Annual Report 2021.2023.

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:

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 2021)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.

Novo Nordisk initiated severalhas multiple phase 3 trialsprograms currently in 2021,progress, see the below table for the full list.

During 2021 Novo Nordisk did not discontinue any development projects in phase 3. 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 41-42 in our Annual Report 2021.2023. 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

Given the uncertainties related to the process of product development, during the periods presented in our 20212023 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 progress’ on page 28 inof our Annual Report 2021.2023.

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.

Diabetes and Obesity care is Novo Nordisk’s largest segment comprising more than 80%90% of sales. The epidemic growth in the number of people with diabetes continuing transition from older to newer insulin generations,and obesity and the increasing use of the GLP-1 new delivery devices and market share gains are allcategory is driving Novo Nordisk’s growth within the Diabetes and Obesity care segment. Further, the roll-out of a number of new products within Diabetes and Obesity care (Ozempic®, Rybelsus®, Tresiba®, Ryzodeg®, Xultophy®, Fiasp® and Wegovy®) are expected sales growth drivers.

In January 2021, Novo Nordisk implemented a newchanged 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). This, 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 slightly reducedbeen the yearly pricing pressure, resulting in a 2021 sales benefitsubject of less than 3% of US net sales. Ultimately, insulin pricing pressure is expected to continuelitigation in the future, driven by: increasing rebatesU.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 commercial segment, the effectInflation Reduction Act of payer consolidation, increasing exposure to high rebate channels such as Medicare2022 was passed into law. This legislation included several healthcare reforms, which resulted in minor near-term sales impacts, but could also have medium and Medicaid, as well as increasing competition from biosimilars.long-term impacts. Reference is made to noteNote 2.1 'Net sales and rebates' in our Annual Report 20212023 for further information.

For 2022, average prices after rebates are expected to decline further compared with 2021 prices, predominantly driven by the insulin class. Importantly, market access for Novo Nordisk’s products2024, continued pricing pressure within Diabetes and Obesity Care is expected to remain at a level similar to that experienced in 2021.expected.

For further information on trends, reference is made to the section ‘2021‘2023 performance and 20222024 outlook’ on pages 33-36 in34-37 of our Annual Report 2021.2023. Information about expectations for the financial year 20222024 can be found on page 36pages 36-37 in the subsection ‘2022 Outlook’‘2024 outlook’.

Reference is made to Note 1.1 ‘Principal‘Material accounting policies and key accounting estimates’ in our Annual Report 2021.2023.

Reference is made to pages 44-45 in44-46 of our Annual Report 20212023 for name, position and period of service as director for the members of the Board of Directors.

Reference is made to page 47 inof our Annual Report 20212023 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:

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.

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 20212023 under the section ‘Management’ on pages 44-47.43-47.

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.

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 2021'2023' and section 2.5 'Board remuneration 2021'2023' in our Remuneration Report 2021.2023.

For compensation data in respect of the members of the Company’s Executive Management, reference is made to section 3.1 'Remuneration policy''Key developments in executive remuneration 2023', section 3.2 'Remuneration composition', section 3.4 'Executive remuneration in 2021’2023’, section 3.6 'Short-term incentive programme 2021'2023', section 3.7 'Long-term incentive programme 2023, 2022 and 2021' and section 3.93.10 'Long-term incentive programs 2019, 20202022 and 20212023 – unvested shares' in our Remuneration Report 20212023 and noteNote 5.1 'Share-based payment schemes' in our Annual Report 2021.2023.

The year of election and term for each member of the Board of Directors is included inon pages 44-45 of our Annual Report 2021 on pages 44-45.2023. The year of appointment for each member of Executive Management is included in Item 6A.

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

financial and ESG (environmental, social, and governance) reporting;reporting, financial risk management system and financial counterpart exposure;exposure, internal controls over financial and ESG reporting, business ethics compliance;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 2021,2023, the Board of Directors elected the following members to the Audit Committee: Laurence Debroux (re-elected, member(member since 2019 and chair since 2021), Andreas Fibig (re-elected, member since 2018), Sylvie Grégoire (re-elected, member(member since 2015), Henrik Poulsen (elected, memberMette Bøjer Jensen (member since 2021), and Stig Strøbæk (re-elected, member since 2013,2022, employee-elected Board member), Christina Law (member since 2022) and Henrik Poulsen (member since 2021).

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; and 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 2021,2023, the Board of Directors elected the following members to the Remuneration Committee: Jeppe Christiansen (re-elected, memberHenrik Poulsen (member since 20152022 and chair since 2017)2023), Laurence Debroux (elected, memberElisabeth Dahl Christensen (member since 2021), Anne Marie Kverneland (re-elected, member since 2017,2022, employee-elected Board member), Laurence Debroux (member since 2021) and Martin Mackay (elected, member(member since 2021).

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, 20222024 until February 2, 2022,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

For further information, reference is made to Note 5.1 'Share-based payment schemes' in our Annual Report 2021.2023.

For information on major shareholders reference is made to ‘Shares and capital structure’ on pages 37-39 in38-39 of our Annual Report 2021.2023.

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 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 committee and elected by a two-thirds vote of the Boardboard members who have themselves been previously elected pursuant to the Foundation’s statutes. Any Boardboard member can be removed as provided for in the Danish Act on Foundations (‘lov om erhvervsdrivende fonde’). In addition, employee-elected Boardboard 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.board. The Foundation’s Boardboard currently consists of nine persons, one of whom also being an employee-elected Board member of Novo Nordisk A/S (Anne Marie Kverneland).ten persons.

Under Novo Holdings 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 eightnine members, two of whom are also members of the Foundation’s Boardboard of Directorsdirectors (Steen Risgaard and Lars Rebien Sørensen) and twoone of whom areis also membersmember of the Boardboard of Directorsdirectors of Novo Nordisk A/S (Jeppe Christiansen and Henrik(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

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 37-39 in38-39 of our Annual Report 2021.2023.

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, 2022January 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:

The financial statements required by this item accompany this annual report in the form of our Annual Report 2021 (files2023 (filed as Exhibit no. 15.1 to this Form 20-F).

Reference is made to Note 3.43.5 ‘Provisions and contingent liabilities’ in our Annual Report 2021.2023.

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.

Other than the recently introduced 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.

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‘sinvestor's voting rights.

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 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.

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 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 foreignnon-U.S. taxes instead of claiming a foreign tax credit must applyapplies to all non-U.S. taxes paid or accrued in the taxable year to foreign countries and possessions of the United States.year.

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 2021,2023, Annual Report 2020, Remuneration Report 20212022 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 4.34.4 ‘Financial risks’ and the section ‘Risk management’ on pages 41-42 inof our Annual Report 2021.2023.

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 31, 2021.2023.

For information on Interest rate sensitivity analysis in the financial year of 2021,2023, reference is made to Note 4.34.4 ‘Financial risks’ in our Annual Report 2021.2023.

For information on Foreign exchange sensitivity analysis in the financial year of 2021,2023, reference is made to Note 4.34.4 ‘Financial risks’ and the section ‘Risk management’ on pages 41-42 inof our Annual Report 2021.

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 no. 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 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 managementManagement of the Company, including the Chief Executive Officerchief executive officer and Chief Financial Officer,chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Novo Nordisk Management, including the Chief Executive Officerchief executive officer and Chief Financial Officer,chief financial officer, evaluated the Company’s disclosure controls and procedures as of December 31, 2021.2023. Based on this evaluation, the Company’s Chief Executive Officerchief executive officer and Chief Financial Officerchief financial officer concluded that as of December 31, 2021,2023, 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.

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 Officerchief executive officer and Chief Financial Officer,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 Officerchief executive officer and Chief Financial Officer,chief financial officer, assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021,2023, 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 Officerchief executive officer and Chief Financial Officer,chief financial officer, concluded that, as of December 31, 2021,2023, 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 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 44-45 in44-47 of our Annual Report 20212023 for the name, position and experience for the members of the Audit Committee.

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 Business Ethics Code of Conduct and related business ethics requirements onsingle resource for the principles guiding how to conduct business in Novo Nordisk are outlined.operates, including business ethics. The Novo Nordisk Way and our Business Ethics Code of ConductOneCode apply to all employees in Novo Nordisk including the chief executive officer and chief financial officer.officer, as well as the Board of Directors.

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

Reference is made to Note 5.5 ‘Fee to statutory auditors’ in our Annual Report 20212023 regarding fees paid to our statutory auditors.

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.

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 socialEnvironmental, Social and environmentalGovernance reporting included in the Annual Report 20212023 and also includes work concerning interpretation of financial accounting reporting standards.

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.

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’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.

Stig StrøbækMette 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. Stig StrøbækMette Bøjer Jensen is not an executive officer of Novo Nordisk. Accordingly, hisher 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.