Genmab — AGM Information 2015

Mar 3, 2015

Company Announcement

-- Genmab A/S to hold Annual General Meeting on March 26, 2015

Copenhagen, Denmark; March 3, 2015 – Genmab A/S (OMX: GEN) summons the Annual
General Meeting on Thursday, March 26, 2015 at 2:00 PM CET at the Tivoli Hotel
& Congress Center, Arni Magnussons Gade 2-4, DK-1577 Copenhagen V, Denmark.

Agenda:

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

2. Presentation of the audited Annual Report 2014 for approval and the
   discharge of the Board of Directors and the Executive Management.

3. Decision as to the distribution of profit according to the approved Annual
   Report.

4. Election of members of the Board of Directors.

5. Election of auditor.

6. Proposals from the Board of Directors:

(a) Adoption of the Board of Directors’ remuneration for 2015.

(b) Change of NASDAQ OMX Copenhagen A/S’ trademark in Article 8 of the
Company’s Articles of Association.

(c) Change in the deadline for voting by post in Article 10 of the Company’s
Articles of Association.

1. Authorization of the chairman of the General Meeting.

2. Any other business.

Complete Proposals

Re item 1 on the agenda:

It is proposed to take note of the report of the Board of Directors.

Re item 2 on the agenda:

It is proposed to approve the audited Annual Report and to grant discharge to
the Board of Directors and the Executive Management.

Re item 3 on the agenda:

It is proposed that the profit of DKK 362 million for the accounting year 2014
be carried forward by transfer to the accumulated deficit.

Re item 4 on the agenda:

Pursuant to Article 12 of the Company’s Articles of Association, the members of
the Board of Directors are elected for periods of one year. The election period
for Mats Pettersson, Dr. Anders Gersel Pedersen, Dr. Burton G. Malkiel and Hans
Henrik Munch-Jensen expires at this General Meeting. The Board of Directors
proposes to re-elect Mats Pettersson, Dr. Anders Gersel Pedersen and Dr. Burton
G. Malkiel for a one year period. Hans Henrik Munch-Jensen does not stand for
re-election.

The Board of Directors further proposes that Dr. Paolo Paoletti and Pernille
Erenbjerg are elected as new members of the Board of Directors for a one year
period so that the Board of Directors is composed of five members elected by
the General Meeting.

It is the assessment of the Board of Directors that the proposed board
composition will secure a good transition and handover of knowledge to the new
board members proposed for election. The increase in the number of board
members elected by the General Meeting is intended for a one year transition
period and is thus not expected to be permanent.

About Mats Pettersson, B.Sc.
Swedish, 69, Male
Board Chairman (Independent, elected by the General Meeting); Chairman of the
Nominating and Corporate Governance Committee and Member of the Audit Committee
and the Compensation Committee.
First elected 2013, current term expires 2015.
Special Competences
Extensive experience from international research-based biotech and
pharmaceutical companies. Founder and CEO of SOBI AB. Responsible for several
transforming business development deals and member of various executive
management committees at Pharmacia.
Current Board Positions
Member: Photocure ASA.
Chairman: Moberg Pharma AB.

About Anders Gersel Pedersen, M.D., Ph.D.
Danish, 63, Male
Deputy Chairman (Independent, elected by the General Meeting); Chairman of the
Compensation Committee and Member of the Nominating and Corporate Governance
Committee.
First elected 2003, current term expires 2015.
Special Competences
Business and management experience in the pharmaceutical industry, including
expertise in clinical research, development, regulatory affairs and product
life cycle management.
Current Position, Including Managerial Positions
Executive Vice President, Research & Development at H. Lundbeck A/S.
Current Board Positions
Member: ALK-Abelló A/S.
Deputy Chairman: Bavarian Nordic A/S.

About Burton G. Malkiel, Ph.D.
American, 82*, Male
Board Member (Independent, elected by the General Meeting); Chairman of the
Audit Committee.
First elected 2007, current term expires 2015.
Special Competences
Extensive expertise in economics and finance, particularly relating to
securities valuation and corporate finance; significant board and audit
committee experience.
Current Position, Including Managerial Positions
Chemical Bank Chairman’s Professor Emeritus of Economics at Princeton
University and Chief Investment Officer at Wealthfront, Inc.
Current Board Positions
Member: Vanguard Group Ltd., Theravance Biopharma, Inc., American Philosophical
Society and Maldeb Foundation.
Audit Committee Chairman: Theravance Biopharma, Inc.
Investment Committee Member: American Philosophical Society and Maldeb
Foundation.

About Paolo Paoletti, M.D.
Italian (USA citizenship), 64, Male
Independent
Special Competences
Extensive experience in research, development and commercialization in the
pharmaceutical industry. Successfully conducted submissions and approvals of
new cancer drugs and new indications in the USA and in Europe. Responsible for
seven new medicines for cancer patients during his 10 years at GlaxoSmithKline
and one new cancer medicine during his time at Eli Lilly.
Current Position, Including Managerial Positions
President, Oncology Business Unit at GlaxoSmithKline (retiring April 3, 2015).
Current Board Positions
Member: PsiOxus Therapeutics Limited and NuCana BioMed Limited.

About Pernille Erenbjerg
Danish, 47, Female
Independent
Special Competences
Senior executive management and broad business experience from the telecoms
industry. Comprehensive all round background within finance including extensive
exposure to stock markets, equity and debt investors. Certified Public
Accountant background. Responsible for major transformation processes in
complex organizations including M&A.
Current Position, Including Managerial Positions
Deputy CEO and Group CFO of TDC A/S.
Current Board Positions
Member: DFDS A/S and the Royal Danish Theater.
Audit Committee Chairman: DFDS A/S.
Member of the Fiscal Policy Committee of the Confederation of Danish Industry.

• Dr. Burton G. Malkiel is 82 years old and has thus exceeded the age limit
  stated in the Articles of Association, cf. Article 12. Re-election will
  therefore require that the proposal is adopted by the same majority as required
  for the adoption of a resolution to alter the Articles of Association.

Re item 5 on the agenda:

The Board of Directors proposes re-election of PricewaterhouseCoopers,
Statsautoriseret Revisionspartnerselskab as the Company’s elected auditor.

Re item 6 (a) on the agenda:

The Board of Directors proposes that the basic fee for members of the Board of
Directors is increased from DKK 260,000 to DKK 300,000, and that the deputy
chairman receives two times the increased basic fee and that the chairman
receives three times the increased basic fee. In addition to these fees, it is
proposed that the supplemental fee for the members of the board committees is
increased from up to DKK 50,000 to up to DKK 75,000, that a committee chairman
receives up to DKK 150,000, and that the fee per committee meeting for
committee members is increased from DKK 7,500 to DKK 9,000. Members of the
Board of Directors will furthermore receive share-based instruments in the form
of restricted stock units within the scope described and adopted in the
Company’s general guidelines for incentive-based remuneration for the Board of
Directors and the Executive Management.

Re item 6 (b) on the agenda:

As NASDAQ OMX Copenhagen A/S has changed its trademark from NASDAQ OMX
Copenhagen to Nasdaq Copenhagen, the Board of Directors proposes to amend
Article 8 of the Articles of Association by inserting the new name. The
reference to NASDAQ OMX Copenhagen in Schedule C of the Articles of Association
will be amended accordingly.

Following adoption of this proposal the amended Article 8 will have the
following wording:

“Article 8

The Company’s General Meetings shall be held in the municipality of Copenhagen
or in the greater Copenhagen area.

Annual General Meetings shall be held each year not later than four (4) months
after the end of the financial year.

Extraordinary General Meetings shall be held when resolved by the Board of
Directors or one of the Company’s auditors appointed by the General Meeting, or
when the Board of Directors is so requisitioned in writing and by shareholders
holding not less than one-twentieth of the Company’s share capital who wishes
to have a specific subject discussed on the General Meeting. When so
requisitioned the Board of Directors shall within two (2) weeks convene an
extraordinary General Meeting by giving the shortest possible notice.

The Board of Directors shall call the General Meeting with no less than three
(3) weeks' notice and not more than five (5) weeks' notice by publication in
the computer information system of the Danish Business Authority, by
notification to Nasdaq Copenhagen and by posting on the Company's website
(www.genmab.com). The length of the notice shall be reckoned from the first
advertisement. General meetings shall moreover be convened by sending a notice
to all shareholders entered in the Company’s Register of Shareholders having so
requested, to the address, including the e-mail address, cf. § 16, indicated to
the Company.

In order to be transacted at the Annual General Meeting, resolutions proposed
by the shareholders shall be submitted in writing to the Board of Directors no
less than six (6) weeks prior to the date of the Annual General Meeting.”

Re item 6 (c) on the agenda:

The Board of Directors proposes to amend Article 10 of the Articles of
Association so that the deadline for voting by post is changed from 10.00 AM
two days before the date of the General Meeting to 10.00 AM the day before the
date of the General Meeting.

Following adoption of this proposal the amended Article 10 will have the
following wording:

“Article 10

Each share of DKK 1 entitles the shareholder to one vote.

Shareholders who are registered in the Company’s Register of Shareholders one
week before the date of the General Meeting or shareholders from whom the
Company no later than one week before the General Meeting has received a
request for registration in the Register of Shareholders may attend and vote at
the General Meeting. In order to attend General Meetings, shareholders must
also obtain an admission card from the Company no later than three (3) days
before the date of the meeting.

Shareholders may appear in person or by proxy and may be accompanied by an
advisor just as a proxy may be accompanied by an advisor. Voting rights may be
exercised under the instrument of proxy subject to the proxy, against the
delivery of the instrument of proxy, having obtained an admission card to
appear on behalf of the shareholder issuing the instrument. The holder of the
proxy shall present a dated instrument of proxy.

Shareholders may vote by post, i.e. cast their votes in writing before the
General Meeting. The postal vote certificate must reach the Company at 10.00 AM
the day before the date of the General Meeting. To ensure identification of
each shareholder voting by post, the shareholder must sign the postal vote
certificate and state its full name and address in block letters or type as
well as its VP-reference number. If the shareholder is a legal person, its
Central Business Register (CVR) number or other similar identification must
also be clearly specified in the certificate.”

Re item 7 on the agenda:

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 Business Authority and to make such amendments and additions thereto or
therein, including the Articles of Association of the Company, as the Danish
Business Authority may require for registration.

Re-election of Dr. Burton G. Malkiel under item 4 of the agenda and adoption of
the proposals under item 6 (b) and 6 (c) of the agenda to amend the Articles of
Association are required to be 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
General Meeting.

The Company's share capital amounts to DKK 56,967,419 divided into shares of
DKK 1 each or any multiple hereof. Each share amount of DKK 1 shall entitle the
shareholder to one vote.

---

Pursuant to Section 99 of the Danish Companies Act, the following documents
will be published on the Company’s website (www.genmab.com) no later than March
4, 2015: (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 at the
Annual General Meeting, (5) the Annual Report for 2014 and (6) forms needed to
register for the Annual General Meeting and possible proxy voting and post
voting.

Registration Date: A shareholder’s right to participate in and vote at the
Annual General Meeting is determined in proportion to the number of shares the
shareholders owns on the registration date Thursday March 19, 2015.

Admission card: Admission cards may be requested no later than Friday March 20,
2015 by:

-- Visiting the Company’s website
www.genmab.com
or VP Investor Services A/S’ website
www.uk.vp.dk/agm
no later than 11:59 PM CET to register electronically; or
-- Returning the registration form – duly completed and signed – to VP
Investor Services A/S, Weidekampsgade 14, DK-2300 Copenhagen S, Denmark by
post or by fax to +45 43 58 88 67 no later than 11:59 PM CET; or
-- Contacting Genmab A/S, Investor Relations, Bredgade 34E, DK-1260 Copenhagen
K, Denmark either in person or in writing no later than 10:00 AM CET; or
-- Contacting VP Investor Services A/S telephonically at +45 43 58 88 66 no
later than 10:00 AM CET.

Proxy vote: Shareholders who do not expect to be able to participate in the
General Meeting may:

-- Assign a proxy to a person appointed by the shareholder. Proxies shall
submit a request for an admission card as described above; or
-- Assign a proxy to the Board of Directors. In this case your votes will be
cast in accordance with the recommendations of the Board of Directors; or
-- Assign a proxy to the Board of Directors by indicating how you wish your
votes to be cast.

Go to the Company’s website www.genmab.com or www.uk.vp.dk/agm to assign a
proxy to the Board of Directors to vote in accordance with its recommendations,
or assign a proxy indicating how you wish your votes to be cast by checking the
boxes on the electronic proxy form. This must be done by 11:59 PM CET on Friday
March 20, 2015. You may complete and sign the enclosed proxy form and return it
by post to VP Investor Services A/S, Weidekampsgade 14, DK-2300 Copenhagen S,
Denmark, or scan it and return it by e-mail to vpinvestor@vp.dk or by fax to
+45 43 58 88 67 so that it is received by VP Investor Services A/S by 11:59 PM
CET on Friday March 20, 2015.

Postal vote: Shareholders who do not expect to be able to participate in the
General Meeting may also vote by post:

Go to the Company’s website www.genmab.com or www.uk.vp.dk/agm to vote by post.
This must be done by 10:00 AM CET on Tuesday March 24, 2015. You may complete
and sign the postal voting form and return it by post to VP Investor Services
A/S, Weidekampsgade 14, DK-2300 Copenhagen S, Denmark, or scan it and return it
by e-mail to vpinvestor@vp.dk or by fax to +45 43 58 88 67 so that it is
received by VP Investor Services A/S by 10:00 AM CET on Tuesday March 24, 2015.

Please note that you may either assign a proxy or vote by post, but not both.

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 March 20, 2015.

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 2014, 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 Rachel Curtis Gravesen, Senior Vice
President, Investor Relations & Communications or by e-mail to
r.gravesen@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 2014 to the auditor appointed by the General Meeting.

About Genmab A/S
Genmab is a publicly traded, international biotechnology company specializing
in the creation and development of differentiated human antibody therapeutics
for the treatment of cancer. Founded in 1999, the company currently has one
marketed antibody, Arzerra® (ofatumumab) for the treatment of certain chronic
lymphocytic leukemia indications and daratumumab in late stage clinical
development for multiple myeloma. Additionally Genmab has a clinical pipeline
with both late and early stage programs, and an innovative pre-clinical
pipeline. Genmab's technology base consists of validated and proprietary next
generation antibody technologies - the DuoBody® platform for generation of
bispecific antibodies, and the HexaBody™ platform which creates effector
function enhanced antibodies. Genmab's deep antibody expertise is expected to
provide a stream of future product candidates. Partnering of selected
innovative product candidates and technologies is a key focus of Genmab’s
strategy and the company has alliances with top tier pharmaceutical and
biotechnology companies. For more information visit www.genmab.com

Contact:
Rachel Curtis Gravesen, Senior Vice President, Investor Relations &
Communications
T: +45 33 44 77 20; M: +45 25 12 62 60; E: r.gravesen@genmab.com

This Company Announcement 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
pre-clinical and clinical development of products, 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
risk management sections in Genmab’s most recent financial reports, which are
available on www.genmab.com. Genmab does not undertake any obligation to update
or revise forward looking statements in this Company Announcement nor to
confirm such statements in relation to actual results, unless required by law.

Genmab A/S and its subsidiaries own the following trademarks: Genmab®; the
Y-shaped Genmab logo®; Genmab in combination with the Y-shaped Genmab logo™;
the DuoBody logo™; the HexaBody logo™; HuMax®; HuMax-CD20®; DuoBody®; HexaBody™
and UniBody®. Arzerra® is a registered trademark of the GSK group of companies.

Company Announcement no. 07
CVR no. 2102 3884

Genmab A/S
Bredgade 34E
1260 Copenhagen K
Denmark