Genmab — AGM Information 2010

Apr 21, 2010

News Details

Corporate | 21 April 2010 18:13

Passing of Genmab A/S’ Annual General Meeting

Genmab A/S /

21.04.2010 18:13

Dissemination of a Corporate News, transmitted by
DGAP - a company of EquityStory AG.
The issuer / publisher is solely responsible for the content of this announcement.

---

Summary: At Genmab A/S' Annual General Meeting held today on April 21, 2010 the
Annual Report for 2009 was approved, discharge was given to the Board of
Directors and the Management and the year's loss was carried forward. Two
members of the Board of Directors were re-elected and PricewaterhouseCoopers
was re-elected as auditor of the Company. The proposals from the Board of
Directors to change the Articles of Association were adopted.

Copenhagen, Denmark; April 21, 2010 - Genmab A/S (OMX: GEN) held its Annual
General Meeting, today April 21, 2010 at 2:00 pm at Radisson Blu Scandinavia
Hotel, Amager Boulevard 70, 2300 Copenhagen S, Denmark.

At the meeting Chairman of the Board Dr. Michael B. Widmer gave - on behalf of
the Board - a report on the Company's activities during the past year. Chief
Executive Officer and member of the Board, Lisa N. Drakeman presented plans for
the year ahead, and Chief Financial Officer David Eatwell presented the Annual
Report for 2009 endorsed by the auditors. The report was approved and discharge
was given to the Board and the Management.

It was decided that the year's loss of DKK 1,186 million be carried forward by
transfer to accumulated deficit, as stated in the Annual Report.

Dr. Anders Gersel Pedersen and Dr. Burton G. Malkiel were both re-elected to
the Board for a three year period.

PricewaterhouseCoopers Statsautoriseret Revisionsaktieselskab A/S was
re-elected as the Company's auditor.

The General Meeting adopted the proposals from the Board to change the
Company's Articles of Association, as follows:

The proposal to adopt a new Article 3A to the Articles of Association stating
that the group language is English.

The proposal to revise the provision on authorization to raise loans against
convertible bonds or other convertible financial instruments in Article 5A to
the Articles of Association in accordance with the new Danish Companies Act so
that the maximum of one half of the amount of the share capital is omitted and
the authorization is granted for a new five year period. The limit in the
authorization is furthermore reduced to a maximum of DKK 1 billion.

The proposal to amend Article 6 and Schedule C so that the Danish terminology
concerning 'register of shareholders' and 'registrar' is changed. This will
only affect the Danish version of the Articles of Association. Article 6 is
furthermore amended so that only the name and CVR number of the keeper of the
Company's Register of Shareholders is stated.

The proposal to amend Article 7 so that 'the Danish Securities Centre' is
replaced with 'VP Securites A/S'.

The proposal to amend Article 8 so that the minority protection requirement is
reduced to 1/20 and so that the notice periods are changed to no less than
three weeks and no more than five weeks. Furthermore, the deadline for a
shareholder's written request to have an item included on the agenda is changed
to within six weeks of the Annual General Meeting and the wording of Article 8
is adjusted and specified in accordance with the wording of new Danish
Companies Act.

The proposal to amend Article 9 so that the provision reflects the new
requirements in the Danish Companies Act concerning documents made available on
the Company's website before the General Meeting is held.

The proposal to amend Article 10 so that the concept in the new Danish
Companies Act of 'the date of registration' is incorporated into the Articles
of Association and so that the restriction to the validity of a proxy is
removed. Provisions reflecting the rules on voting by post and the new rule in
the Danish Companies Act, pursuant to which proxies may be accompanied by an
advisor, are furthermore inserted into Article 10.

The proposal to amend the reference to the Companies Act in Article 11. This
only affects the Danish version. The wording is furthermore adjusted in
accordance with the wording of the new Danish Companies Act.

The proposal to amend Article 12 to allow for employees in the Company and in
Company's foreign subsidiaries to elect employee board members. The wording of
Article 12 is furthermore adjusted in accordance with the new Danish Companies
Act.

Proposal to insert a provision regarding electronic communication into Article
16 thus, among others, allowing the Company to communicate with its
shareholders via e-mail. As a result, the Articles 16-18 are renumbered 17-19.

Proposal to insert provisions into the Company's Warrant Scheme of August 3,
2004 so that a warrant holder is obliged to give notice of changes in the
warrant holders contact information and is obliged to give notice and present
proof of transfer of warrants to a wholly-owned company.

About Genmab A/S
Genmab is a leading international biotechnology company focused on developing
fully human antibody therapeutics for the potential treatment of cancer.
Genmab's world class discovery and development teams are using cutting-edge
technology to create and develop products to address unmet medical needs. Our
primary goal is to improve the lives of patients who are in urgent need of new
treatment options. For more information on Genmab's products and technology,
visit www.genmab.com.

This Stock Exchange Release contains forward looking statements. The words
'believe', 'expect', 'anticipate', 'intend' and 'plan' and similar expressions
identify forward looking statements. Actual results or performance may differ
materially from any future results or performance expressed or implied by such
statements. The important factors that could cause our actual results or
performance to differ materially include, among others, risks associated with
product discovery and development, uncertainties related to the outcome and
conduct of clinical trials including unforeseen safety issues, uncertainties
related to product manufacturing, the lack of market acceptance of our
products, our inability to manage growth, the competitive environment in
relation to our business area and markets, our inability to attract and retain
suitably qualified personnel, the unenforceability or lack of protection of our
patents and proprietary rights, our relationships with affiliated entities,
changes and developments in technology which may render our products obsolete,
and other factors. For a further discussion of these risks, please refer to the
section 'Risk Management' in Genmab's Annual Report, which is available on
www.genmab.com. Genmab does not undertake any obligation to update or revise
forward looking statements in this Stock Exchange Release nor to confirm such
statements in relation to actual results, unless required by law.

Genmab(r); the Y-shaped Genmab logo(r); HuMax(r); HuMax-CD20(r); HuMax-EGFr?;
HuMax-IL8?; HuMax-TAC?; HuMax-HepC?; HuMax-CD38?; HuMax-CD32b?; HuMax-TF?;
HuMax-Her2?; HuMax-VEGF?, HuMax-Wnt; HuMax-cMet? and UniBody(r) are all
trademarks of Genmab A/S. Arzerra? is a trademark of GlaxoSmithKline.

Contact: Helle Husted, Vice President, Investor Relations
T: +45 33 44 77 30; M: +45 25 27 47 13; E: h.husted@genmab.com

Stock Exchange Release No. 14, 2010

News Source: NASDAQ OMX

21.04.2010 Ad hoc announcement, Financial News and Media Release distributed by DGAP.
Media archive at www.dgap-medientreff.de and www.dgap.de

---

Language: English
Company: Genmab A/S

          Denmark

Phone:
Fax:
E-mail:
Internet:
ISIN: DK0010272202
WKN:

End of News DGAP News-Service

---