INVITATION ANNUAL SHAREHOLDERS’ MEETING 2015 To the shareholders of Novozymes A/S

The Board of Directors is pleased to invite you to the Company’s Annual Shareholders’ Meeting on WEDNESDAY FEBRUARY 25, 2015 AT 4:00 P.M.

at Ballerup Super Arena, Ballerup Idrætsby 4, 2750 Ballerup,

AGENDA: 1. Report on the Company’s activities 5. Election of Chairman The Board of Directors proposes re-election of the 2. Presentation and approval of the audited incumbent Chairman. annual report Henrik Gürtler 3. Resolution on distribution of profit in Born 1953, Chairman, MSc accordance with the approved annual (Engineering), chemical engi- report neer. The Board of Directors re- The Board of Directors proposes a dividend of DKK commends re-election of 3.00 per A/B share of DKK 2 Henrik Gürtler because of his in-depth knowledge of Novozymes’ business, and expertise in managing and 4. Approval of remuneration to members of working in an international company. the Board of the Directors for the present Henrik Gürtler serves as chairman of the board of Det year Alm. Danske Ejendomsselskab A/S (DADES A/S). Henrik Gürtler has been a member of the Board of The Board of Directors proposes that the fees for the Directors since 2000. board members and the Audit Committee shall be fixed to: 6. Election of Vice Chairman •• The base fee for board members shall be DKK The Board of Directors proposes re-election of the 500,000 incumbent Vice Chairman. •• The Chairman of the Board of Directors shall receive 3.0 times the base fee Agnete Raaschou-Nielsen •• The Vice Chairman of the Board of Directors shall Born 1957, Chairman of receive 2.0 times the base fee Brdr. Hartmann A/S, PhD •• The Audit Committee Chairman shall receive a (Economics). Member of the supplementary fee of 1.0 times the base fee Audit Committee. •• The Audit Committee members shall receive a The Board of Directors recom- supplementary fee of 0.5 times the base fee mends re-election of Agnete Raaschou-Nielsen because of her expertise in business expertise within sales and marketing, supply chain, pro- development and acquisitions, macroeconomics and cess optimization, production, finance and accounting. intellectual property rights. Lena Olving serves as a member of the board of SJ AB Agnete Raaschou-Nielsen serves as chairman of the and is a member of the audit committee of SJ AB. board of Arkil Holding A/S, vice chairman of the Lena Olving is recommended as an independent mem- board of Dalhoff Larsen & Horneman A/S, Danske ber of the Board of Directors in accordance with point Invest and Solar A/S and is a member of the board 3.2.1 of the Danish Recommendations on Corporate of Aktieselskabet Schouw & Co., Danske Invest Governance. Management A/S and Icopal Holding A/S. Agnete Lena Olving has been a member of the Board of Raaschou-Nielsen serves as a member of the audit Directors since 2011. committee of Dalhoff Larsen & Horneman A/S and Solar A/S. Jørgen Buhl Rasmussen Agnete Raaschou-Nielsen is recommended as an inde- Born 1955, President & CEO of pendent member of the Board of Directors in accor- Carlsberg A/S, MSc (Economics dance with point 3.2.1 of the Danish Recommendations and Business Administration), on Corporate Governance. MBA. Honorary Professor at the Agnete Raaschou-Nielsen has been a member of the Business School. Board of Directors since 2011. The Board of Directors rec- ommends the re-election of Jørgen Buhl Rasmussen 7. Election of other members because of his international business and management The Board of Directors proposes re-election of: experience, especially within sales, marketing, branding and acquisitions. Lars Green Jørgen Buhl Rasmussen serves as chairman of the board Born 1967, Senior Vice of JSC Baltika Breweries and is a member of the board President, Finance & of Carlsberg Breweries A/S and of DI’s Permanent Operations, Committee on Business Policies. Inc. (USA), MSc (Business Jørgen Buhl Buhl Rasmussen is recommended as Administration). Chairman of an independent member of the Board of Directors the Audit Committee. in accordance with point 3.2.1 of the Danish The Board of Directors recommends re-election of Lars Recommendations on Corporate Governance. Green because of his in-depth knowledge of the Novo Jørgen Buhl Rasmussen has been a member of the Group’s business, international experience from man- Board of Directors since 2011. aging global biotech and biopharma companies, and financial and accounting expertise. Mathias Uhlén Lars Green serves as a member of the board of Dalhoff Born 1954, Professor at the Larsen & Horneman A/S. Lars Green serves as chairman Royal Institute of Technology of the audit committee of Dalhoff Larsen & Horneman (Sweden), and the Technical A/S. University of Denmark (DTU), Lars Green has been a member of the Board of MSc (Engineering), doctoral Directors since 2014. degree in biotechnology. The Board of Directors recommends re-election of Lena Olving Mathias Uhlén because of his broad experience in Born 1956, President & research and biotechnology. CEO, Mycronic AB (publ), Mathias Uhlén serves as chairman of the board of Atlas (Sweden), MSc (Mechanical Antibodies AB and Antibodypedia AB, vice chairman Engineering). Member of the of the board of Affibody AB and is a member of the Audit Committee. board of Alligator AB, Bure Equity AB and SweTree The Board of Directors recom- Technologies AB. mends the re-election of Lena Olving because of her Mathias Uhlén is recommended as an independent The total share capital will hereafter amount to DKK member of the Board of Directors in accordance 626,000,000. with point 3.2.1 of the Danish Recommendations on Corporate Governance. 9b. Renewal and reduction of authorization Mathias Uhlén has been a member of the Board of to the Board of Directors to increase the Directors since 2007. share capital in connection with mergers and acquisitions The Board of Directors proposes election of the following: The Board of Directors’ proposes to amend article 5.1 of the Articles of Association with the following Heinz-Jürgen Bertram wording: Born 1958, President & CEO of Symrise AG (Germany), 5.1 “Until March 2, 2018, the Board of Directors shall doctoral degree, PhD be authorized to increase the share capital in one (Chemistry) or more stages by issuing B shares of up to DKK The Board of Directors recom- 62,600,000 in connection with any full or partial mends election of Heinz- acquisition of an existing enterprise and without Jürgen Bertram because of his international business granting pre-emptive subscription rights to existing and management experience and his experience in shareholders. In such cases payment shall be converting research and biotechnology into commercial effected otherwise than in cash.” products and solutions. Heinz-Jürgen Bertram serves as a member of the board 9c. Renewal and reduction of authorization of A/S. to the Board of Directors to increase the Heinz-Jürgen Bertram is recommended as an indepen- share capital by means of cash payment dent member of the Board of Directors in accordance with point 3.2.1 of the Danish Recommendations on The Board of Directors’ proposes to amend article Corporate Governance. 5.2 of the Articles of Association with the following wording: 8. Election of auditor 5.2 “Until March 2, 2018, the Board of Directors shall The Board of Directors recommends re-election further be authorized to increase the share capital of PricewaterhouseCoopers Statsautoriseret in one or more stages by up to DKK 62,600,000 Revisionspartnerselskab. by means of cash payment. Where the subscription price of the capital increase is equivalent to 9. Proposals from the Board of Directors the market price of the B shares, the Board of Directors may decide to increase the share capital 9a. Reduction of the Company’s share capital solely by means of issuing B shares and without granting pre-emptive subscription rights to existing The Board of Directors proposes reduction of the shareholders. Company’s share capital by cancellation of part of its holding of its treasury B shares. The Board of Directors Where the subscription price of the capital increase proposes that the Company’s share capital shall be is lower than the market price of the B shares, the reduced by DKK 13,400,000 from DKK 531,912,800 capital increase shall be distributed proportionately to DKK 518,512,800. The capital reduction will be between A shares and B shares, with pre-emptive effected at a rate that corresponds to an average price rights for existing shareholders.” of DKK 258.51 per B share of nominally DKK 2, which means that a total premium of DKK 1,718,617,000 9d. Renewal of authorization to the Board of has been paid to the shareholders (corresponding to a Directors to allow employees to subscribe rate of 12,925.50 according to Danish company law). shares The Board of Directors’ proposes to amend article Registration date 5.3 of the Articles of Association with the following A shareholder’s right to participate in and vote at the wording: Annual Shareholders’ Meeting is solely determined in proportion to the number of shares the shareholder owns 5.3 “Until 2 March 2018, the Board of Directors shall on the registration date, which is Wednesday February 18, further be authorized to issue warrants in one or 2015. more stages by up to DKK 20,000,000 B shares to the company’s or its subsidiaries’ employees and Ordering admission tickets to resolve on the corresponding capital increases. Admission tickets to the Annual Shareholders’ Meeting may The shareholders of the company are not to have be ordered no later than Friday February 20, 2015 by: any pre-emptive rights at the exercise of this •• Visiting the website of VP Investor Services at www. authorization by the Board of Directors – be it vp.dk/en/agm or the Company’s website www. in connection with the issuance of warrants or novozymes.com/investor/shareholdersmeeting no later in connection with the exercise of warrants – than 11:59 p.m. to register electronically (remember to provided that warrants are issued at a subscription have your VP deposit number at hand); or price corresponding at least to the market price on •• Returning the enclosed registration form – duly the date of the resolution of the Board of Directors. completed and signed – to VP Investor Services, The Board of Directors stipulates in-detail terms for Weidekampsgade 14, DK-2300 Copenhagen S, the issuance of warrants, including provisions on Denmark, by post or by fax on +45 4358 8867 no later terms of exercise of warrants and the recipient’s than 11:59 p.m.; or legal position in case of capital increase, capital •• Contacting Novozymes A/S, Legal or Investor Relations, decrease, issuance of new warrants as well as Krogshoejvej 36, Building 8X, DK-2880 Bagsvaerd, liquidation, merger og demerger of the company Denmark, either in person or in writing no later than prior to the time of exercise.” 3:30 p.m.; or •• Calling VP Investor Services on +45 4358 8891 no later 9e. Authorization to meeting chairperson than 3:30 p.m. (remember to have your VP deposit number at hand when you call). Proposal that the chairperson of the Annual Shareholders’ Meeting is authorized to make such Ordered admission tickets will be sent out before the alterations to the Articles of Association, including the Annual Shareholders’ Meeting to the address entered in the numbering, as may ensue from the resolutions passed Company’s register of shareholders or may be collected in at the Annual Shareholders’ Meeting. The chairperson person at the venue from 2:00 p.m. on Wednesday Febru- is further authorized to make such alterations and addi- ary 25, 2015. tions to the resolutions and in the notification to the Danish Business Authority as may be required in con- Proxy/postal vote nection with registration of the adopted alterations. If you are unable to attend the Annual Shareholders’ Meet- ing, you may choose to: 10. Any other business •• Assign a proxy to a named third party. Should you choose to attend the Annual Shareholders’ Meeting Majority requirement by proxy, your proxy will receive an admission ticket Items 9a-9d may only be adopted if shareholders represent- from VP Investor Services that must be presented at the ing at least 2/3 of the total number of votes in the Com- meeting pany are represented at the Annual Shareholders Meeting, •• Assign a proxy to the Board of Directors. In this and if at least 2/3 of both the votes cast as well as 2/3 of case your votes will be cast in accordance with the the voting capital represented at the meeting vote in favor recommendations of the Board of Directors of the proposal, cf. article 9.2 of the Articles of Association. •• Assign a proxy to the Board of Directors by indicating Approval, resolutions and elections in respect of the other how you wish your votes to be cast items on the agenda require a simple majority. •• Vote by post Go to the Company’s website www.novozymes.com/inves- tor/shareholdersmeeting or www.vp.dk/en/agm to vote by Ballerup Boulevard post, assign a proxy to the Board of Directors to vote in Ballerup Idrætsby Ballerup Boulevard accordance with its recommendations, or assign a proxy Ballerup indicating how you wish your votes to be cast by check- Super P Arena ing the boxes on the electronic proxy form. This must be done by 11:59 p.m. on Monday February 23, 2015. You can P

Marbækvej also complete and sign the enclosed proxy form or postal P vote form and return it by post to VP Investor Services, MOTORRING 4 Ballerup Idrætsby Weidekampsgade 14, DK-2300 Copenhagen S, Denmark, or scan it and return it by e-mail to [email protected] or by fax to +45 4358 8867 so that it is received by VP Investor •• The documents to be submitted to the Annual Services by 11:59 p.m. on Monday February 23, 2015. Shareholders’ Meeting, including the most recent audited annual report Please note that you may either assign a proxy or vote by •• The agenda and full proposals post, but not both. •• Forms used for voting by proxy or by post

Foreign shareholders should consult the guidance at Practical information www.novozymes.com/investor/shareholdersmeeting. The Annual Shareholders’ Meeting will be webcast live; see the Company’s website www.novozymes.com/investor/ Shareholder information shareholdersmeeting. The Company’s total share capital has a nominal value of DKK 639,400,000, comprising A shares with a nominal Shareholders’ questions to the Board of Directors and the value of DKK 107,487,200 and B shares with a nominal Executive Leadership Team will be answered at the Annual value of DKK 531,912,800. Shareholders’ Meeting.

The Company’s share capital is divided into shares of DKK 1 Bus transportation will be provided from Ballerup Station, or multiples thereof. Each A share of DKK 1 carries 10 votes where three buses from Lyngby Turistfart will depart from and each B share of DKK 1 carries one vote. Consequently, the station at 3.00 p.m. to Ballerup Super Arena. The buses each A share of DKK 2 carries 20 votes, while each B share will have a sign in the front window saying “Novozymes’ of DKK 2 carries 2 votes. Generalforsamling.” Departure times will be posted at Bal- lerup Super Arena. Dividends approved at the Annual Shareholders’ Meeting will be paid via VP Securities to shareholders’ accounts in Please note that there are many stairs at the venue, but a their own custodian banks. lift is available.

The following material is available as of today on the Light refreshments will be served after the meeting. Company’s website www.novozymes.com/investor/ shareholdersmeeting: The Board of Directors •• Notice convening the meeting Novozymes A/S

Novozymes A/S Direct phone re Annual Shareholders’ Meeting: Krogshoejvej 36 +454446 8636 / +453077 8636 2880 Bagsvaerd (Nina Lund) Denmark Internet: Tel. +45 4446 0000 www.novozymes.com Fax +45 4446 2525 CVR-number: 10 00 71 27