Genmab — Proxy Solicitation & Information Statement 2016

Feb 23, 2016

Company Announcement

-- Genmab A/S to hold Annual General Meeting on March 17, 2016

Copenhagen, Denmark; February 23, 2016 – Genmab A/S (Nasdaq Copenhagen: GEN)
summons the Annual General Meeting on Thursday, March 17, 2016 at 2:00 PM CET
at the Tivoli Hotel & Congress Center, Arni Magnussons Gade 2-4, DK-1577
Copenhagen V, Denmark.

Agenda:

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

2. Presentation and adoption of the audited Annual Report 2015 and resolution
   to discharge the Board of Directors and the Executive Management from
   liability.

3. Resolution on the distribution of profits as recorded in the adopted Annual
   Report.

4. Election of members of the Board of Directors.

5. Election of auditor.

6. Proposals from the Board of Directors:

(a) Amendment of the general guidelines for incentive-based remuneration of the
Board of Directors and the Executive Management.

(b) Authorization of the Board of Directors to allow the Company to repurchase
own shares.

(c) Approval of remuneration to the Board of Directors for 2016.

(d) Amendment of Article 6 of the Company’s Articles of Association changing
the Company’s shares from bearer shares to shares issued in the name of the
holder.

(e) Amendment of Article 8 of the Company’s Articles of Association to the
effect that the requirement for the General Meeting to be convened through the
IT system of the Danish Business Authority is deleted.

(f) Amendment of Article 4A of the Company’s Articles of Association on
authorization to issue shares.

(g) Amendment of Article 5 of the Company's Articles of Association on
authorization to issue warrants.

(h) Amendment of Article 5A of the Company's Articles of Association on
authorization to raise loans against bonds or other financial instruments.

(i) Amendment of Article 15 of the Company’s Articles of Association on the
signatory rule of the Company.

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 adopt 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 838 million for the accounting year 2015
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, Pernille Erenbjerg, Dr. Burton
G. Malkiel and Dr. Paolo Paoletti expires at this General Meeting. The Board of
Directors proposes to re-elect Mats Pettersson, Dr. Anders Gersel Pedersen,
Pernille Erenbjerg, Dr. Burton G. Malkiel and Dr. Paolo Paoletti for a one-year
period.

The Genmab group’s employees will elect three employee representatives on March
11, 2016 for the Company's Board of Directors in accordance with Article 12 of
the Articles of Association and the provisions of the Danish Companies Act.

About Mats Pettersson, B.Sc.

Swedish, 70, 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 2016.

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

Chairman: Moberg Pharma AB.

About Anders Gersel Pedersen, M.D., Ph.D.

Danish, 64, Male

Deputy Chairman (Non-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 2016.

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 Pernille Erenbjerg

Danish, 48, Female

Board member (Independent, elected by the General Meeting);

Member of the Audit Committee and the Nominating and Corporate Governance
Committee.

First elected 2015, current term expires 2016.

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

Group CEO and President of TDC A/S.

Current Board Positions

Member: DFDS A/S.

Audit Committee Chairman: DFDS A/S.

Member of the Fiscal Policy Committee of the Confederation of Danish Industry.

Member of the Business Policy Committee of the Confederation of Danish Industry.

About Burton G. Malkiel, Ph.D.

American, 83*, Male

Board member (Independent, elected by the General Meeting); Chairman of the
Audit Committee.

First elected 2007, current term expires 2016.

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), 65, Male

Board member (Independent, elected by the General Meeting); Member of the
Compensation Committee.

First elected 2015, current term expires 2016.

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. Last position in
GlaxoSmithKline: President of Oncology Business Unit.

Current Position, Including Managerial Positions

CEO at Kesios Therapeutics Limited.

Current Board Positions

Chairman: PsiOxus Therapeutics Limited.

Member: Kesios Therapeutics Limited, FORMA Therapeutics, Inc. and NuCana BioMed
Limited.

*Dr. Burton G. Malkiel is 83 years old and has, thus, exceeded the age limit
stated in Article 12 of the Articles of Association. 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 Company's general guidelines for
incentive-based remuneration for the Board of Directors and the Executive
Management are amended so that the maximum ordinary bonus that a member of the
Executive Management may earn per calendar year is increased from DKK 6 million
to DKK 10 million and so that the maximum extraordinary bonus is increased from
DKK 1 million to DKK 1.5 million. The motivation behind the proposed amendment
is to ensure that a competitive compensation package can be offered to current
and future members of the Executive Management.

It is further proposed that the proportional value (at the time of grant) of
the restricted stock units that a member of the Board of Directors may be
granted on an annual basis is lowered. As a result hereof, the maximum value
(in DKK) of restricted stock units that may be granted to members of the Board
of Directors on an annual basis will remain unchanged notwithstanding the
increase in the basic fee for members of the Board of Directors proposed under
item 6(c).

Furthermore, the general guidelines have been subject to a general update and
minor editorial changes.

Re item 6 (b) on the agenda:

The Board of Directors proposes that the Annual General Meeting authorizes the
Board of Directors to allow the Company to repurchase up to a total nominal
amount of DKK 500,000 own shares, corresponding to 0.84% of the share capital,
in accordance with applicable law. The purchase price for the relevant shares
may not deviate by more than 10% from the price quoted on Nasdaq Copenhagen A/S
at the time of the acquisition. This authorization will replace the
authorization to repurchase up to a total nominal amount of DKK 250,000 own
shares granted by the General Meeting on April 9, 2014 and shall remain in
force for a period ending on March 17, 2021.

The proposal is intended to ensure that the Company can cover its obligations
under the Company’s restricted stock unit program.

Re item 6 (c) on the agenda:

The Board of Directors proposes that the basic fee for members of the Board of
Directors is increased from DKK 300,000 to DKK 375,000, 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 members of the board committees receive a supplemental fee of
up to DKK 75,000, that a committee chairman receives up to DKK 150,000, and
that the committee members receive a fee of DKK 9,000 per committee meeting.
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. Apart
from the increase in the basic fee for members of the Board of Directors, the
remuneration for 2016 is identical to the Board of Directors' remuneration for
2015.

Re item 6 (d) on the agenda:

The Board of Directors proposes an amendment of Article 6(1), first sentence of
the Company’s Articles of Association to change the Company’s shares from
bearer shares to shares issued in the name of the holder. The background for
this proposal is partly that due to recent amendments to the Danish Companies
Act it is no longer possible as from July 1, 2015 to issue new bearer shares,
partly that the transitional rule related to the amendment to the Act regarding
existing authorities to increase companies’ capital is only effective until
July 1, 2016.

The proposal means that Article 6(1), first sentence, will read as follows:

“The shares are issued in the name of the holder and are entered in the name of
their holders in the Company’s Register of Shareholders.”

Re item 6 (e) on the agenda:

The Board of Directors proposes to delete the reference in Article 8(4), first
sentence, in the Company's Articles of Association regarding the summoning of
General Meetings through the IT System of the Danish Business Authority as
summoning through the Business Authorities' IT System is not a requirement when
the Company's shares are issued in the name of the holder. Article 8(4), first
sentence, is therefore proposed amended as follows:

“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 notification to
Nasdaq Copenhagen and by posting on the Company's website (www.genmab.com).”

Re item 6 (f) on the agenda:

The Board of Directors proposes an amendment of Article 4A(1), fourth sentence,
and Article 4A(2), third sentence of the Company’s Articles of Association as a
result of the proposal under item 6(d) above (changing the Company's shares
from bearer shares to shares issued in name of the holder) so that the Board of
Directors be authorised to issue shares in the name of the holder instead of
bearer shares.

The proposal means that Article 4A(1), fourth sentence and Article 4A(2), third
sentence will read as follows:

“No transferability restrictions or redemption obligations shall apply to the
new shares. The shares shall be negotiable instruments, issued in the name of
the holder and registered in the name of the holder in the Company’s Register
of Shareholders.”

Re item 6 (g) on the agenda:

The Board of Directors proposes that Article 5 of the Company's Articles of
Association be amended so that the Board of Directors is authorised to issue an
additional 500,000 warrants entitling the holder to subscribe for the Company's
shares up to a nominal value of DKK 500,000.

It is further proposed to amend Article 5 to specify that the Board of
Directors’ authorizations entitle the Board of Directors to issue warrants to,
amongst others, employees and consultants employed in the Company's directly
and indirectly owned subsidiaries. This change is a result of Genmab B.V.
having become a wholly-owned subsidiary of Genmab Holding B.V.

The proposal means that Article 5 of the Articles of Association will read as
follows:

Ӥ 5

By decision of the General Meeting on April 25, 2012 the Board of Directors is
authorized to issue on one or more occasions warrants to subscribe the
Company’s shares up to a nominal value of DKK 250,000 and to make the related
capital increases in cash up to a nominal value of DKK 250,000. The Board of
Directors has issued 250,000 warrants and reissued 41,625 warrants under this
authorization. This authorization shall remain in force for a period ending on
April 25, 2017.

Further, by decision of the General Meeting on April 17, 2013 the Board of
Directors is authorized to issue on one or more occasions additional warrants
to subscribe the Company’s shares up to a nominal value of DKK 600,000 and to
make the related capital increases in cash up to a nominal value of DKK
600,000. The Board of Directors has issued 600,000 warrants and reissued 10,250
warrants under this authorization. This authorization shall remain in force for
a period ending on April 17, 2018.

Moreover, by decision of the General Meeting on April 9, 2014 the Board of
Directors is authorized to issue on one or more occasions additional warrants
to subscribe the Company’s shares up to a nominal value of DKK 500,000 and to
make the related capital increases in cash up to a nominal value of DKK
500,000. The Board of Directors has issued 261,900 warrants and reissued 2,750
warrants under this authorization. This authorization shall remain in force for
a period ending on April 9, 2019.

Moreover, by decision of the General Meeting on March 17, 2016 the Board of
Directors is authorized to issue on one or more occasions additional warrants
to subscribe the Company’s shares up to a nominal value of DKK 500,000 and to
make the related capital increases in cash up to a nominal value of DKK
500,000. This authorization shall remain in force for a period ending on March
17, 2021.

The authorizations entitle the Board of Directors to issue warrants to members
of the Company’s Board of Directors, the Company’s employees and consultants as
well as employees and consultants of the Company’s directly and indirectly
owned subsidiaries. Subject to the rules in force at any time, the Board of
Directors may reuse or reissue lapsed non-exercised warrants, if any, provided
that the reuse or reissue occurs under the same terms and within the time
limitations set out in this authorization. Reuse is to be construed as the
Board of Directors' entitlement to let another party enter into an existing
agreement on warrants. Reissue is to be construed as the Board of Directors'
option to reissue new warrants under the same authorization, if previously
issued warrants have lapsed. The existing shareholders of the Company shall not
have a right of pre-emption in connection with the issue of warrants based on
these authorizations. One warrant shall give the right to subscribe one share
with a nominal value of DKK 1 at a subscription price per share determined by
the Board of Directors which, however, shall be no less than the market price
per share of the Company’s shares at the time of issue.

The exercise period for the issued warrants shall be determined by the Board of
Directors.

The Board of Directors is authorized to set out more detailed terms for the
warrants that are to be issued based on these authorizations.

The existing shareholders of the Company shall not have a right of pre-emption
in connection with issue of shares on the basis of warrants. The shares that
are issued through the exercise of warrants shall have the same rights as
existing shares cf. these Articles of Association.

The Board of Directors has exercised the above authorizations as stipulated in
schedule A which is an integral part of these articles.”

Re item 6 (h) on the agenda:

The Board of Directors propose to amend Article 5A of the Articles of
Association so that the Board of Directors’ authority to raise convertible
loans is increased from a maximum amount of DKK 1.5 billion to a maximum amount
of DKK 3 billion and so that the maximum number of new shares that may be
issued under the authorization is lowered from 12,500,000 shares to 4,000,000
shares. The Board of Directors further propose that the authorization is
extended until March 17, 2021.

It is also proposed to amend the Board of Directors’ authority in Article 5A as
a result of the proposal under item 6(d) above (changing the Company's shares
from bearer shares to shares issued in name of the holder) so that the Board of
Directors be authorised to issue shares in the name of the holder instead of
bearer shares.

The proposal means that Article 5A of the Articles of Association will read as
follows:

Ҥ 5A

The Board of Directors shall be authorized, until March 17, 2021, by one or
more issues to raise loans against bonds or other financial instruments up to a
maximum amount of DKK 3 billion with a right for the lender to convert his
claim to a maximum of nominally DKK 4,000,000 equivalent to 4,000,000 new
shares (convertible loans). Convertible loans may be raised in DKK or the
equivalent in foreign currency (including US dollar (USD) or euro (EUR))
computed at the rates of exchange ruling at the day of loan. The Board of
Directors is also authorized to effect the consequential increase of the
capital. Convertible loans may be raised against payment in cash or in other
ways. The subscription of shares shall be without pre-emption rights for the
shareholders and the convertible loans shall be offered at a subscription price
and conversion price that in the aggregate at least corresponds to the market
price of the shares at the time of the decision of the Board of Directors. The
time limit for conversion may be fixed for a longer period than five (5) years
after the raising of the convertible loan. The terms for raising of convertible
loans as well as time and terms for the capital increase shall be decided by
the Board of Directors in accordance with section 169 of the Companies Act. If
the Board of Directors exercises the authorization new shares shall be issued
in the name of the holder and carry dividend as of a date to be fixed by the
Board of Directors. No restrictions shall apply as to the pre-emption right of
the new shares, and shall rank pari passu with existing shares with respect to
rights, redeemability and negotiability. The Board of Directors is authorized
to amend the Articles of Association as necessary in connection with the
capital increases being effected.

The Board of Directors shall be authorized, until March 17, 2021, by one or
more issues to raise loans against bonds or other financial instruments up to a
maximum amount of DKK 3 billion with a right for the lender to convert his
claim to a maximum of nominally DKK 4,000,000 equivalent to 4,000,000 new
shares (convertible loans). Convertible loans may be raised in DKK or the
equivalent in foreign currency (including US dollar (USD) or euro (EUR))
computed at the rates of exchange ruling at the day of loan. The Board of
Directors is also authorized to effect the consequential increase of the
capital. Convertible loans may be raised against payment in cash or in other
ways. The subscription of shares shall be with pre-emption rights for the
shareholders and the convertible loans shall be offered at a subscription price
and conversion price that in the aggregate at least corresponds to the market
price of the shares at the time of the decision of the Board of Directors. The
time limit for conversion may be fixed for a longer period than five (5) years
after the raising of the convertible loan. The terms for raising of convertible
loans as well as time and terms for the capital increase shall be decided by
the Board of Directors in accordance with section 169 of the Companies Act. If
the Board of Directors exercises the authorization new shares shall be issued
in the name of the holder and carry dividend as of a date to be fixed by the
Board of Directors. No restrictions shall apply as to the pre-emption right of
the new shares, and shall rank pari passu with existing shares with respect to
rights, redeemability and negotiability. The Board of Directors is authorized
to amend the Articles of Association as necessary in connection with the
capital increases being effected.

In connection with the exercise of these authorizations, the Board of Directors
may, however, not raise loans against bonds or other financial instruments up
to more than a total of DKK 3 billion and increase the nominal registered share
capital by more than a total of DKK 4,000,000, equivalent to 4,000,000 new
shares.”

Re item 6 (i) on the agenda:

The Board of Directors proposes that the Company's signing authority in Article
15 of the Articles of Association be clarified in the Danish version of the
Articles of Association which does not result in any amendment of the English
translation of Article 15. Thus, the English translation of Article 15 will
still read as follows:

Ҥ 15

The Company shall be bound by the joint signature of a member of the Board of
Directors and a member of the Management or by two members of the Board of
Directors.”

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 (d) and 6 (i) 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 59,531,263 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
February 24, 2016: (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 2015 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 10, 2016.

Admission card: Admission cards may be requested no later than Friday March 11,
2016 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 11, 2016. You may complete and sign the 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 11, 2016.

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 Wednesday March 16, 2016. 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 Wednesday March 16,
2016.

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 11, 2016.

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 2015, 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 2015 to the auditor appointed by the General Meeting.

About Genmab
Genmab is a publicly traded, international biotechnology company specializing
in the creation and development of differentiated antibody therapeutics for the
treatment of cancer. Founded in 1999, the company has two approved antibodies,
Arzerra® (ofatumumab) for the treatment of certain chronic lymphocytic leukemia
indications and DARZALEX™ (daratumumab) for the treatment of heavily pretreated
or double refractory multiple myeloma. Daratumumab is in clinical development
for additional multiple myeloma indications and for non-Hodgkin’s lymphoma.
Genmab also has a broad clinical and pre-clinical product 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.
The company intends to leverage these technologies to create opportunities for
full or co-ownership of future products. Genmab 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 trademark of Novartis AG or its affiliates.
DARZALEX™ is a trademark of Janssen Biotech, Inc.

Company Announcement no. 04
CVR no. 2102 3884

Genmab A/S
Bredgade 34E
1260 Copenhagen K
Denmark