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), 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), and the observer relies on an exemption in Rule 10A-3(b)(1)(iv)(D) which creates a limited exemption to the SEC’s audit committee independence rules for representatives of a listed company’s controlling shareholder who only have observer status on, and are not a voting member or the chair of, the Audit Committee and are not an executive officer of the foreign private issuer.