One Audit Committee member is an employee representative relying on the exemption from the independence requirements in Rule (1) provided for by paragraph (b)(1)(iv)(C) and one member serves as a board member of Novo A/S (the controlling shareholder of Novo Nordisk A/S), and relies on an exemption in Rule 10A-3(b)(1)(iv) (B) that is available to members that sit on the board of directors of an affiliate if the member, except for being a director on each such board of directors, otherwise meets the independence requirements of Rule 10A-3(b)(1)(ii).