Genmab — AGM Information 2010

Mar 24, 2010

News Details

Corporate | 24 March 2010 09:50

Genmab A/S summons Annual General Meeting

Genmab A/S /

24.03.2010 09:50

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Copenhagen, Denmark; March 24, 2010 - Genmab A/S (OMX: GEN) summons the Annual
General Meeting on Wednesday April 21, 2010 at 2:00 pm CEST at the Radisson Blu
Scandinavia Hotel, Amager Boulevard 70, DK-2300 Copenhagen S, Denmark.

Agenda:

Report of the Board of Directors on the Company's activities during the year.

Presentation of the audited Annual Report 2009 for approval and the discharge
of the Board of Directors and the Management.

Decision as to the settlement of loss according to the approved Annual Report.

The Board of Directors proposes that the year's loss of DKK 1,186 million be
carried forward by transfer to accumulated deficit.

Election of members of the Board of Directors.

Pursuant to Article 12 of the Company's Articles of Association, the members of
the Board of Directors are elected for periods of three years. The election
period for Dr. Anders Gersel Pedersen and Dr. Burton G. Malkiel expires at the
General Meeting. The Board of Directors proposes to re-elect Dr. Anders Gersel
Pedersen and Dr. Burton G. Malkiel for a three year period.

About Dr. Anders Gersel Pedersen
Dr. Pedersen has been a member of our board since November 2003. Dr. Pedersen
is Executive Vice President, Development at H. Lundbeck A/S. Following his
degree in medicine and Research Fellow positions at Copenhagen hospitals, Dr.
Pedersen worked for Eli Lilly for eleven years; ten of these as a director
overseeing worldwide clinical research in oncology, before joining Lundbeck in
2000. At Lundbeck, Dr. Pedersen is responsible for the development of the
product pipeline including clinical research. He is a member of the European
Society of Medical Oncology, the International Association for the Study of
Lung Cancer, the American Society of Clinical Oncology, the Danish Society of
Medical Oncology and the Danish Society of Internal Medicine and serves on the
boards of TopoTarget A/S and ALK-Abello A/S. Dr. Pedersen received his medical
degree and a doctoral degree in neuro-oncology from the University of
Copenhagen and a B.Sc. in Business Administration from the Copenhagen Business
School.

About Dr. Burton G. Malkiel
Dr. Malkiel has been a member of our board since 2007. Dr. Malkiel is the
Chemical Bank Chairman's Professor of Economics at Princeton University. His
specialties include financial markets, portfolio management, corporate finance,
investments and securities valuation. He is widely published in finance, the
valuation of stocks and bonds and the operation of financial markets in the
United States. Dr. Malkiel was previously professor of Economics, the Gordon S.
Rentschler Professor of Economics and Director of the Financial Research Center
at Princeton University. He has also served as a member of the Council of
Economic Advisors under the administration of US President Gerald R. Ford and
was Dean at the School of Management and the William S. Beinecke Professor of
Management at Yale University. Dr. Malkiel served as an officer in the United
States Army Finance Corps before earning his doctoral degree. Dr. Malkiel is an
investment committee member of the American Philosophical Society and serves on
the board of Vanguard Group Ltd. and the Corvina Foundation. He received his
B.A. degree in Economics from Harvard University, a Masters of Business
Administration from Harvard Graduate School of Business Administration and a
doctorate in Economics and Finance from Princeton University.

Dr. Burton G. Malkiel is 77 years old and has thus exceeded the age limit
stated in the Articles of Association, cf. section 12. Re-election will
therefore require that the proposal is adopted by the same majority as that
demanded for adoption of a resolution to alter the Articles of Association.

It is the opinion of the Board of Directors that Dr. Anders Gersel Pedersen and
Dr. Burton G. Malkiel are independent.

Election of auditor.

The Board of Directors proposes re-election of PricewaterhouseCoopers,
Statsautoriseret Revisionsaktieselskab A/S as the Company's elected auditor.

Proposals from the Board of Directors and/or the shareholders:
The Board of Directors proposes a revision of the Articles of Association,
partly as a result of the new Danish Companies Act, which entered into force in
part on March 1, 2010, and partly as a result of a general evaluation of the
Articles of Association.

The new Danish Companies Act allows for provisions regarding group language to
be entered into the Articles of Association. The Board of Directors proposes to
make use of this new possibility by entering a new Article 3A into the Articles
of Association stating that the group language is English. The chapter heading
to the relevant articles in the Articles of Association will be adjusted
accordingly.

According to the new Danish Companies Act, an authorization to the Board of
Directors to raise loans against convertible bonds or other convertible
financial instruments does not have to be limited to a maximum of one half of
the amount of the share capital. The Board of Directors proposes to revise the
existing provision on authorization in Article 5A 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 Board of Directors further proposes that the limit in the existing
authorization of a maximum amount of DKK 2 billion is reduced to a maximum
amount of DKK 1 billion.

As a consequence of the revised terminology in the new Danish Companies Act,
the Board of Directors proposes to amend Article 6 and Schedule C of the
Articles of Association 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. It is further proposed to amend Article
6 so that only the name and CVR number of the keeper of the Company's Register
of Shareholders is stated.

Since the Danish Securities Center has changed its name to VP Securities A/S,
the Board of Directors proposes to amend Article 7 and Schedule C of the
Articles of Association by inserting the new name.

As a result of the new Danish Companies Act, the Board of Directors proposes to
amend Article 8 of the Articles of Association so that the 1/10 minority
protection requirement is reduced to 1/20 and so that the notice periods is
changed from no more than four weeks and no less than two weeks to no more than
five weeks and no less than three weeks. It is further proposed that the
deadline for a shareholder's written request to have an item included on the
agenda is changed from within four weeks to within six weeks of the Annual
General Meeting. In addition, the wording of Article 8 is adjusted and
specified in accordance with the wording of the new Danish Companies Act.

According to the new Danish Companies Act, the Company is required to make a
number of documents available on its website before the General Meeting is
held. The Board of Directors proposes to amend Article 9 of the Articles of
Association to reflect these revised requirements.

The Board of Directors proposes to amend Article 10 of the Articles of
Association so that the concept in the new Danish Companies Act of 'the date of
registration' is incorporated into the Articles of Association. It is further
proposed that the restriction to the validity of a proxy is removed and that a
provision is as added to Article 10 reflecting the rules on voting by post as
set out in the new Danish Companies Act. Finally, it is proposed that the new
rule in the Danish Companies Act, pursuant to which proxies may be accompanied
by an advisor, is inserted into Article 10.

As a consequence of the new Danish Companies Act, the Board of Directors
proposes to amend the reference to the Companies Act (in Danish:
Aktieselskabsloven) in Article 11 of the Articles of Association to the
Companies Act (in Danish: Selskabsloven). This will only affect the Danish
version of the Articles of Association. Furthermore, it is proposed to adjust
the wording of Article 11 in accordance with the wording of the new Danish
Companies Act.

The Board of Directors proposes to amend Article 12 to allow for both employees
in Denmark and in foreign subsidiaries to elect employee board members in
accordance with an election regulation which will be approved by the Board of
Directors. Furthermore, it is proposed to adjust the wording of Article 12 in
accordance with the wording of the new Danish Companies Act.

The Board of Directors proposes to insert a provision regarding electronic
communication into Article 16 of the Articles of Association thus, among
others, allowing the Company to communicate with its shareholders via e-mail.
As a result, the present Articles 16-18 is renumbered 17-19.

The Board of Directors proposes to insert a provision in the Company's Warrant
Scheme of August 3, 2004 set out in Schedule C to the Articles of Association,
so that a warrant holder is obligated to give notice of changes in the warrant
holders contact information. It is further proposed to insert a provision in
Schedule C so that a warrant holder transferring warrants to a wholly-owned
company is obligated to notify the Company and present proof of the transfer.

The Board of Directors proposes that the chairman of the General Meeting is
authorized to register the resolutions passed by the General Meeting with the
Danish Commerce and Companies Agency and to make such amendments and additions
thereto or therein, including the Articles of Association of the Company, as
the Danish Commerce and Companies Agency may require for registration.

Miscellaneous.

Re-election of Dr. Burton G. Malkiel under item 4 and adoption of the proposals
under item 6 (a) to 6 (k) of the agenda to amend the Articles of Association
requires that each such proposal is adopted by an affirmative vote of not less
than 2/3 of the votes cast as well as of the voting share capital represented
at the Annual General Meeting.

The Company's share capital amounts to DKK 44,907,142 divided into shares of
DKK 1 each or any multiple hereof. Each share amount of DKK 1 shall entitle the
shareholder to one vote.

__________

No later than three weeks before the Annual General Meeting the agenda, the
complete proposals as well as the Annual Report will be made available to the
Company's shareholders at the Company's offices at Bredgade 34, DK-1260
Copenhagen K, Denmark. Pursuant to Section 99 of the Danish Companies Act, the
following documents have moreover been published on the Company's website
(www.genmab.com): (1) the notice of the Annual General Meeting, (2) information
on the total number of shares and votes issued by the Company on the date of
the notice, (3) the agenda, (4) the complete proposals to be presented on the
Annual General Meeting, (5) the Annual Report for 2009 and (6) forms needed to
register for the Annual General Meeting and possible proxy voting.

Admission card/proxy: Any shareholder is entitled to attend the Annual General
Meeting after having submitted a request for an admission card no later than
Friday April 16, 2010 at 10:00 AM. Admission cards may be requested by using
the enclosed form or by contacting VP Investor Services A/S, telephone +45 43
58 88 66 or fax +45 43 58 88 67. Alternatively via www.genmab.com or
www.uk.vp.dk/agm.

Shareholders who have acquired their shares by transfer are only entitled to
exercise their voting right relating to these shares if such shares have been
registered in the Company's Register of Shareholder or the shareholder has
given notice of and produced documentary evidence of the acquisition of shares
to the Company no later than at the time at which the general meeting is
convened. The shareholder may document its acquisition of the shares to the
Company by a statement of account, which is not more than 8 days old from VP
Securities A/S or the custody bank. The statement of account from VP Securities
A/S or the custody bank shall be accompanied by a written declaration from the
shareholder stating that the shares have not been or will not be transferred to
others prior to the general meeting.

Shareholders who do not expect to be able to participate in the General Meeting
may grant proxy to the Board of Directors or to a person appointed by the
shareholder. Proxies shall, in accordance with Article 10 of the Articles of
Association of the Company, submit a request for an admission card no later
than Friday April 16, 2010 at 10:00 AM by delivering its proxy. Proxy may be
granted using the enclosed form. The shareholders exercise their financial
rights through their own deposit banks; cf. Section 83 of the Companies Act.

Any shareholder, to whom admission card already has been issued, but who is
prevented from attending the Annual General Meeting is kindly asked to notify
the Company - preferably before Friday April 16, 2010.

Right to ask questions: Prior to the General Meeting, the shareholders may ask
the Company's management in writing about matters of importance to the
evaluation of the Annual Report 2009, the Company's position or any of the
other matters which are to be transacted at the General Meeting, or the
Company's relation to other companies in the Genmab Group. Shareholders'
questions must be sent by letter to Helle Husted, Vice President, Investor
Relations or by e-mail to h.husted@genmab.com. The question may be answered in
writing by e.g. making the answer available on the Company's website
(www.genmab.com). The question may be neglected if the shareholder asking the
question is not represented at the General Meeting. At the General Meeting, the
shareholders may also ask the Company's management about the above matters and
may ask questions regarding the Annual Report 2009 to the auditor appointed by
the General Meeting.

Copenhagen, March 24, 2010
On behalf of the Board of Directors

MICHAEL B. WIDMER
Chairman

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 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. 9/2010

News Source: NASDAQ OMX

24.03.2010 Ad hoc announcement, Financial News and Media Release distributed by DGAP.
Media archive at www.dgap-medientreff.de and www.dgap.de

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Language: English
Company: Genmab A/S

          Denmark

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

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