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Notice to Convene the Annual General Meeting of Genmab A/S Company Announcement Genmab A/S to hold Annual General Meeting on Wednesday

Key Takeaway: Genmab A/S has announced its Annual General Meeting scheduled for March 13, 2024, in Copenhagen. The agenda includes key items such as the adoption of the audited Annual Report, approval of the Compensation Report, and the election of board members. Notably, the board proposes re-elections of members representing a diverse background and has recommended Deloitte as the new auditor. The meeting reflects Genmab's ongoing commitment to corporate governance and transparency for its shareholders.

Market Sentiment Analysis

POSITIVE FACTORS

  • Genmab has a clear plan for its upcoming Annual General Meeting, ensuring transparency and shareholder engagement.
  • Proposed re-election of a diverse board demonstrates commitment to inclusive governance.
  • The company continues to strengthen its audit functions with the involvement of Deloitte, enhancing oversight.

Full Press Release Details

Notice to Convene the Annual General Meeting of Genmab A/S
Company Announcement
COPENHAGEN, Denmark; February 15, 2024 - Genmab A/S (Nasdaq: GMAB) summons the Annual General Meeting on Wednesday, March 13, 2024, at 2:00 PM CET at the Copenhagen Marriott Hotel, Kalvebod Brygge 5, DK-1560 Copenhagen V, Denmark.
The notice for the Annual General Meeting, including Appendix 1: Candidates for the Board of Directors, and Appendix 2: Proposed new Remuneration Policy is attached.
Genmab is an international biotechnology company with a core purpose guiding its unstoppable team to strive towards improving the lives of patients through innovative and differentiated antibody therapeutics. For more than 20 years, its passionate, innovative and collaborative team has invented next-generation antibody technology platforms and leveraged translational research and data sciences, which has resulted in a proprietary pipeline including bispecific T-cell engagers, next-generation immune checkpoint modulators, effector function enhanced antibodies and antibody-drug conjugates. To help develop and deliver novel antibody therapies to patients, Genmab has formed 20+ strategic partnerships with biotechnology and pharmaceutical companies. By 2030, Genmab's vision is to transform the lives of people with cancer and other serious diseases with Knock-Your-Socks-Off (KYSO ) antibody medicines.
Marisol Peron, Senior Vice President, Global Communications & Corporate Affairs
T: +1 609 524 0065; E: mmp@genmab.com
Andrew Carlsen, Vice President, Head of Investor Relations
T: +45 3377 9558; E: acn@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 or technologies 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 and the risk factors included in Genmab's most recent Annual Report on Form 20-F and other filings with the U.S. Securities and Exchange Commission (SEC), which are available at www.sec.gov. Genmab does not undertake any obligation to update or revise forward looking statements in this Company Announcement nor to confirm such statements to reflect subsequent events or circumstances after the date made or in relation to actual results, unless required by law.
Genmab A/S and/or its subsidiaries own the following trademarks: Genmab ; the Y-shaped Genmab logo ; Genmab in combination with the Y-shaped Genmab logo ; HuMax ; DuoBody ; HexaBody ; DuoHexaBody , HexElect and KYSO .
Genmab A/S Tel: +45 7020 2728 Company Announcement no. 07
Carl Jacobsens Vej 30 www.genmab.com Page 1/1
2500 Valby, Denmark CVR no. 2102 3884
LEI Code 529900MTJPDPE4MHJ122
To the Shareholders of Genmab A/S
ANNUAL GENERAL MEETING
Genmab A/S (in the following the "Company") hereby invites its shareholders to attend the Annual General Meeting on
Wednesday March 13, 2024, at 2:00 PM CET
at the Copenhagen Marriott Hotel, Kalvebod Brygge 5, DK-1560 Copenhagen V, Denmark.
Genmab A/S Carl Jacobsens Vej 30, DK-2500 Valby, Denmark
Tel. +45 7020 2728 www.genmab.com CVR no. 2102 3884
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 2023 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 4,352 million for the accounting year 2023 be carried forward by transfer to retained earnings.
Re item 4 on the agenda:
It is proposed to approve the 2023 Compensation Report.
Re item 5 on the agenda:
Pursuant to Article 12 of the Company's Articles of Association, the members of the Board of Directors are elected for a period which expires at the Company's next Annual General Meeting (i.e., for approximately one year). The election period for Deirdre P. Connelly, Pernille Erenbjerg, Rolf Hoffmann, Elizabeth O'Farrell, Dr. Paolo Paoletti and Dr. Anders Gersel Pedersen therefore expires at this General Meeting.
The Board of Directors proposes, on the recommendation of the Nominating and Corporate Governance Committee, to re-elect Deirdre P. Connelly, Pernille Erenbjerg, Rolf Hoffmann, Elizabeth O'Farrell, Dr. Paolo Paoletti and Dr. Anders Gersel Pedersen.
The members of the Board of Directors proposed for re-election represent four nationalities and 50% of the proposed members are female. Five of the six proposed members are considered independent. In preparation of the recommendation of the Nominating and Corporate Governance Committee, the proposed members' external time commitments have been carefully assessed, taking into account shareholders' expectations in this regard.
Information on the nominated candidates including details on their special competencies and additional executive functions/directorships is included in the enclosed Appendix 1.
Re item 6 on the agenda:
The Audit and Finance Committee has completed a selection process for the purpose of the election of a new auditor. The Audit and Finance Committee has evaluated three auditors as part of the process and
recommended the election of Deloitte Statsautoriseret Revisionspartnerselskab ("Deloitte") as new auditor. The Audit and Finance Committee has among other factors based its recommendation on Deloitte's experience and insight into the pharmaceutical industry including that Deloitte best fulfilled the selection criteria and possesses the relevant qualifications and competencies.
In accordance with the Audit and Finance Committee's recommendation the Board of Directors proposes election of Deloitte as the Company's elected auditor. The Audit and Finance Committee has not been influenced by third parties and has not been subject to any agreement with third parties, which limits the General Meeting's choice to certain auditors or audit firms.
The Board of Directors further proposes that Deloitte's audit assignment also include the issue of an assurance report on the sustainability reporting in the management review.
Re item 7 (a) on the agenda:
The Board of Directors proposes that the annual base fees for members of the Board of Directors, including the committees thereof, in 2024 shall remain unchanged at the same level as in 2023 and in accordance with the Remuneration Policy for the Board of Directors and the Executive Management of Genmab A/S:
Members of the Board of Directors will furthermore receive share-based instruments in the form of restricted stock units in accordance with the applicable Remuneration Policy for the Board of Directors and the Executive Management of Genmab A/S.
Re item 7 (b) on the agenda:
The Company has taken out D&O Insurance customary for a company of Genmab's nature, regarding certain personal liability that current and former members of the Company's Board of Directors (each a "Board Member") may incur in their capacity of Board Member.
The Danish Business Authority has on April 13, 2023, issued a statement on indemnification of directors and executive managers in Danish limited liability companies. This subject has become relevant because of the increasing difficulties many larger companies are experiencing with obtaining a directors' and officers' liability insurance ("D&O Insurance") on commercially viable terms, particularly in respect of coverage and premium. As a consequence thereof, offering reasonable indemnification schemes is becoming increasingly important in order to attract and retain qualified board members, particularly individuals accustomed to the US market.
In addition to the D&O Insurance the Company has, similar to other Danish larger companies, implemented an indemnification scheme that, in certain cases, covers the liability that Board Members, executive
managers and/or managerial employees may incur.
The Company has reviewed the existing indemnification scheme in light of the statement issued by the Danish Business Authority and proposes that the General Meeting adopts a scheme for indemnification of the Board Members on the following general terms and conditions (the "Scheme"):
Subject to certain financial limitations, the Company shall indemnify and hold harmless a Board Member from and against any losses actually and reasonably incurred by such Board Member arising out of actual or potential claims, including costs, expenses, fees, interests, and potential tax liabilities associated therewith, raised by a third party (other than Genmab group companies) against a Board Member in his/her capacity as Board Member. No third party shall be entitled to directly rely on or derive any benefits from the Scheme or have any recourse against the Company on account of the Scheme.
Any indemnification of Board Members under the Scheme shall be secondary to (but not conditioned on) coverage under the Company's D&O Insurance as applicable from time to time (however with the exception of the retention/deductible under the D&O Insurance) and other forms of reasonably available indemnification. The Scheme may thus also provide coverage for losses, which are not covered wholly or partly under the D&O Insurance, as applicable from time to time. The secondary coverage does not imply an obligation on the Company to exhaust any and all opportunities to relieve Board Members from liability. Neither shall it prevent the Company from covering Board Members' legal defence costs.
Excluded from indemnification under the Scheme are any losses relating to liability incurred by a Board Member arising out of such Board Member's fraud, criminal offences, wilful misconduct, or gross negligence.
The Scheme shall apply until and including March 12, 2029, or the annual general meeting in 2029 if this is later, and subject to the terms and conditions of the Scheme, covers claims made against a Board Member arising out of or originating from facts or circumstances prior to the expiry of this term and must be notified to the Company no later than March 12, 2034.
The Board of Directors shall set out the detailed terms of the Scheme, including the financial limitations as well as the relevant procedural and administrative regulations governing the Scheme. The Board of Directors shall in this connection obtain advice from one or more reputable insurance brokers and/or underwriters in respect of: i) maintaining a D&O Insurance on commercially reasonable terms including in respect of the applicable retention/deductible, and ii) determining an appropriate maximum coverage for the Scheme. With a view to counter potential conflicts of interests, indemnification of a Board Member's loss under the Scheme shall always be subject to a legal opinion from a leading independent law firm concluding that the claim concerned is covered by the Scheme.
All claims for indemnification, including if the conduct of a Board Member is covered by the Scheme, shall be processed and determined in accordance with Danish law.
Re item 7 (c) on the agenda:
To provide transparency in respect of the indemnification Scheme proposed adopted under agenda item 7 (b), the Board of Directors proposes that the Scheme be included in the Company's Articles of Association as a new Article 14 following wording:
"The Company has established an indemnification scheme for members of its Board of Directors (each a "Board Member"). Under the indemnification scheme, the Company shall indemnify and hold harmless a Board Member from and against any losses actually and reasonably incurred by such Board Member arising
out of actual or potential claims, including costs, expenses, fees, interests, and potential tax liabilities associated therewith, raised by a third party (other than Genmab group companies) against a Board Member in his/her capacity as Board Member. No third party shall be entitled to rely directly on or derive any benefits from the Scheme or have any recourse against the Company on account of the Scheme.
Any indemnification of Board Members under the Scheme shall be secondary to (but not conditioned on) coverage under the Company's directors' and officers' liability insurance ("D&O Insurance") as applicable from time to time (however with the exception of the retention/deductible under the D&O Insurance) and other forms of reasonably available indemnification. The Scheme may thus also provide coverage for losses, which are not covered wholly or partly under the D&O Insurance, as applicable from time to time. The secondary coverage does not imply an obligation on the Company to exhaust any and all opportunities to relieve Board Members from liability. Neither shall it prevent the Company from covering Board Members' legal defence costs.
Excluded from indemnification under the Scheme are any losses relating to liability incurred by a Board Member arising out of such Board Member's fraud, criminal offences, wilful misconduct, or gross negligence.
The Scheme shall apply until and including March 12, 2029, or the annual general meeting in 2029 if this is later, and subject to the terms and conditions of the Scheme, covers claims made against a Board Member arising out of or originating from facts or circumstances prior to the expiry of this term and must be notified to the Company no later than March 12, 2034.
The Board of Directors shall set out the detailed terms of the Scheme, including the financial limitations as well as the relevant procedural and administrative regulations governing the Scheme. The Board of Directors shall in this connection obtain advice from one or more reputable insurance brokers and/or underwriters in respect of: i) maintaining a D&O Insurance on commercially reasonable terms including in respect of the applicable retention/deductible, and ii) determining an appropriate maximum coverage for the Scheme. With a view to counter potential conflicts of interests, indemnification of a Board Member's loss under the Scheme shall always be subject to a legal opinion from a leading independent law firm concluding that the claim concerned is covered by the Scheme.
All claims for indemnification, including if the conduct of a Board Member is covered by the Scheme, shall be processed and determined in accordance with Danish law."
The proposed new Article 14 will in Danish read:
"Selskabet har etableret en skadesl sholdelsesordning for medlemmer af bestyrelsen (hver is r et "Bestyrelsesmedlem"). Ordningen indeb rer, at Selskabet holder et Bestyrelsesmedlem skadesl s for eventuelle tab, som Bestyrelsesmedlemmet faktisk og rimeligvis m tte lide som f lge af faktiske eller potentielle krav, herunder for omkostninger, udgifter, sal rer, renter og dermed forbundne skatteforpligtelser, som m tte blive fremsat af tredjemand (bortset fra selskaber i Genmab-koncernen) over for Bestyrelsesmedlemmet i forbindelse med dennes varetagelse af hvervet som Bestyrelsesmedlem. Tredjemand kan ikke direkte st tte ret p eller kr ve udbetaling under Ordningen eller g re regreskrav g ldende mod Selskabet under henvisning til Ordningen.
Enhver skadesl sholdelse af Bestyrelsesmedlemmer i henhold til Ordningen skal anses for sekund r i forhold til (men er ikke betinget af) d kningen under Selskabets til enhver tid g ldende ledelsesansvarsforsikring ("Ledelsesansvarsforsikringen") (dog med undtagelse af den til enhver tid v rende selvrisiko i henhold til Ledelsesansvarsforsikringen) samt andre former for rimelig tilg ngelig skadesl sholdelse. Ordningen d kker s ledes ogs tab, der ikke d kkes - eller kun d kkes delvist - af Ledelsesansvarsforsikringen. Den sekund re d kning medf rer ingen forpligtelse for Selskabet til at udt mme alle muligheder for at fritage Bestyrelsesmedlemmer for ansvar. Den forhindrer heller ikke Selskabet i at d kke Bestyrelsesmedlemmers juridiske sagsomkostninger.
Ordningen d kker ikke tab som f lge af ansvar p draget af et Bestyrelsesmedlem som skyldes svig,
strafbare handlinger, fors tlig fors mmelse eller grov uagtsomhed fra et Bestyrelsesmedlems side.
Ordningen l ber til og med den 12. marts 2029 eller den ordin re generalforsamling i 2029, hvis det m tte v re senere og d kker krav fremsat over for et Bestyrelsesmedlem som f lge af forhold eller omst ndigheder, der indtr der senest p denne dato, og som anmeldes over for Selskabet senest den 12. marts 2034.
Bestyrelsen fastl gger det n rmere indhold af Ordningen, herunder de konomiske begr nsninger og procedurem ssige og administrative regler, der skal g lde for Ordningen. Bestyrelsen skal i den forbindelse r df rer sig med en eller flere velrenommerede forsikringsm glere og/eller forsikringsudbydere med henblik p : i) at opretholde en ledelsesansvarsforsikring p rimelige kommercielle vilk r herunder i relation til selvrisikoen og ii) fasts tte en passende d kningssum for Ordningen. For at im deg mulige interessekonflikter er enhver skadesl sholdelse af et Bestyrelsesmedlem i henhold til Ordningen altid betinget af, at der er indhentet en juridisk vurdering fra et f rende advokatfirma, der fastsl r, at kravet er d kket af Ordningen.
Ethvert krav om skadesl sholdelse, herunder hvorvidt et Bestyrelsesmedlems handlinger er d kket af Ordningen, skal behandles og afg res i henhold til dansk ret."
The proposal implies that the numbering of the subsequent articles of the Articles of Association will be renumbered accordingly.
Re item 7 (d) on the agenda:
The Board of Directors proposes to adopt a new Remuneration Policy for the Board of Directors and the Executive Management of Genmab A/S.
Compared to the Remuneration Policy adopted by the General Meeting in 2023, the proposed new Remuneration Policy includes certain changes that are designed to take account of the views expressed by some of our larger shareholders during the engagement process in 2023 and 2024 and intended to enable Genmab to maintain a market competitive compensation program that is aligned with its compensation principles.
These changes include:
The proposed new Remuneration Policy further includes various minor updates and/or linguistic changes.
The elements of the proposed new Remuneration Policy are designed to be competitive when compared to the compensation programs and levels of compensation in other similar international biotech and biopharmaceutical companies in the U.S. and in Europe.
The proposed new Remuneration Policy has been designed to align the interests of shareholders and the Company's Board of Directors and Executive Management and will allow the Company to position pay, in a way that enables us to create compensation packages which are attractive internationally and, at the same time, in alignment with our values.
The proposed new Remuneration Policy with the changes described in this agenda item 7(d) is attached as Appendix 2, which is a compare version of changes to the wording of the Remuneration Policy for the Board of Directors and the Executive Management of Genmab A/S.
Re item 7 (e) on the agenda:
The Board of Directors proposes to replace the Board of Directors' authorizations in Article 4A (to issue new shares) and Article 5A (to issue convertible debt instruments) of the Articles of Association with new authorizations to the Board of Directors to issue new shares with and without preemption right for the existing shareholders and convertible debt instruments without preemption right for the existing shareholders. The new authorizations can collectively be utilized to increase the share capital of the Company up to a total nominal amount of DKK 6,600,000 for a period of five (5) years from the date of this General Meeting. The Board of Directors thereby proposes to amend Articles 4A, 5A and 5B as set forth below:
The Board of Directors is until and including March 12, 2029, authorized to increase the Company's share capital on one or more occasions without pre-emption rights for the existing shareholders by up to nominally DKK 6,600,000 by subscription of new shares. The capital increase can be paid in cash, which is paid in full, or by non-cash payment. The new shares shall carry the same pre-emption rights in connection with future increases, redemption rights, and transferability rights as the Company's existing shares. The shares shall be negotiable instruments and issued in the name of the holder. The capital increase must be subscribed at a price not lower than the market value.
Further, the Board of Directors is until and including March 12, 2029, authorized to increase the Company's share capital on one or more occasions with preemption rights for the existing shareholders by up to nominally DKK 6,600,000 by subscription of new shares. The capital increase can be paid in cash, which is paid in full, or by non-cash payment. The new shares shall carry the same pre-emption rights in connection with future increases, redemption rights, and transferability rights as the Company's existing shares. The shares shall be negotiable instruments and issued in the name of the holder.
In connection with the exercise of the authorizations in this Article 4A, the Board of Directors may, however, not increase the nominal share capital by more than a total of DKK 6,600,000. The Board of Directors is authorized to amend the Articles of Association as required in connection with the exercise of these
The Board of Directors is until and including March 12, 2029, authorized to let the Company issue convertible debt instruments in one or more issues, entitling the lender to covert its claim to a maximum of nominally DKK 3,000,000 new shares. However, the nominal increase of the share capital may be higher due to subsequent adjustments of the convertible debt instruments in accordance with the adjustment clauses determined by the Board of Directors when the convertible debt instruments are issued. The Board of Directors is also authorized to complete the consequential increase of the share capital. Convertible debt instruments may be issued against payment in cash or in other ways. The subscription of shares shall be without pre-emption rights for the shareholders and the convertible debt instruments shall be offered at a conversion price that at least corresponds to the market price of the shares at the time of the decision of the Board of Directors. The new shares shall carry the same pre-emption rights in connection with future increases, redemption rights, and transferability rights as the Company's existing shares. The shares shall be negotiable instruments and issued in the name of the holder. The Board of Directors is authorized to determine the detailed terms of the convertible debt instruments and to amend the Articles of Association as required in connection with the exercise of this authorization.
The authorizations to the Board of Directors set out in Articles 4A and 5A above combined can, subject to the limitations set forth therein, be utilized to increase the share capital by a total of nominally DKK 6,600,000 however, the nominal increase of the share capital may be higher due to subsequent adjustments of the convertible debt instruments in accordance with the adjustment clauses determined by the Board of Directors when the convertible debt instruments are issued.".
The proposed Articles 4A, 5A and 5B will in Danish read:
Bestyrelsen er til og med den 12. marts 2029 bemyndiget til ad en eller flere gange uden fortegningsret for de eksisterende aktion rer at forh je Selskabets aktiekapital med indtil nominelt 6.600.000 kr. ved tegning af nye aktier. Forh jelsen kan ske ved kontant indbetaling, der indbetales fuldt ud, eller apportindskud. De nye aktier skal med hensyn til fortegningsret ved fremtidige forh jelser, indl selighed og oms ttelighed v re stillet som selskabets eksisterende aktier. Aktierne skal v re oms tningspapirer og lyde p navn. De nye aktier skal udstedes til en kurs, der ikke er lavere end markedskursen.
Endvidere er bestyrelsen til og med den 12. marts 2029 bemyndiget til ad en eller flere gange med fortegningsret for de eksisterende aktion rer at forh je selskabets aktiekapital med indtil nominelt 6.600.000 kr. ved tegning af nye aktier. Forh jelsen kan ske enten ved kontant indbetaling, der indbetales fuldt ud, eller apportindskud. De nye aktier skal med hensyn til fortegningsret ved fremtidige forh jelser, indl selighed og oms ttelighed v re stillet som selskabets eksisterende aktier. Aktierne skal v re oms tningspapirer og lyde p navn.
Ved udnyttelse af bemyndigelserne i denne 4A kan bestyrelsen dog maksimalt forh je selskabets aktiekapital med i alt nominelt 6.600.000 kr. Bestyrelsen bemyndiges til at foretage de ndringer i selskabets vedt gter, som m tte v re n dvendige som f lge af bestyrelsens udnyttelse af disse bemyndigelser.
Bestyrelsen er til og med den 12. marts 2029 bemyndiget til ad n eller flere gange at lade selskabet udstede konvertible g ldsbreve med en ret for l ngiver til at konvertere sin fordring til maksimalt nominelt DKK 3.000.000 nye aktier. Dog kan antallet af aktier blive h jere p grund af efterf lgende reguleringer af de konvertible g ldsbreve i henhold til de reguleringsbestemmelser, der er fastlagt af bestyrelsen ved udstedelsen af de konvertible g ldsbreve. Bestyrelsen bemyndiges samtidig til at gennemf re de dertil h rende kapitalforh jelser. Konvertible g ldsbreve kan udstedes mod kontant indbetaling eller p anden m de. Tegningen skal ske uden fortegningsret for aktion rerne og de konvertible g ldsbreve skal udbydes
til en konverteringskurs, som mindst svarer til aktiernes markedskurs p tidspunktet for bestyrelsens beslutning. De nye aktier skal med hensyn til fortegningsret ved fremtidige forh jelser, indl selighed og oms ttelighed v re stillet som selskabets eksisterende aktier. Aktierne skal v re oms tningspapirer og lyde p navn. Bestyrelsen bemyndiges til at fasts tte de n rmere vilk r for de konvertible g ldsbreve der udstedes i henhold til bemyndigelsen i denne 5A, samt til at foretage de ndringer i selskabets vedt gter, som m tte v re n dvendige som f lge af bestyrelsens udnyttelse af bemyndigelsen.
Bemyndigelserne til bestyrelsen i henhold til 4A og 5A ovenfor kan, med forbehold for de deri n vnte begr nsninger, tilsammen udnyttes til at forh je selskabets kapital med op til nominelt DKK 6.600.000. Dog kan antallet af aktier blive h jere p grund af efterf lgende reguleringer af de konvertible g ldsbreve i henhold til de reguleringsbestemmelser, der er fastlagt af bestyrelsen ved udstedelsen af de konvertible g ldsbreve."
Re item 7(f) on the agenda:
The Board of Directors proposes that the Board of Directors is authorized to issue additional 750,000 warrants to employees of the Company as well as employees of the Company's directly and indirectly owned subsidiaries (excluding the Company's Executive Management), entitling the holder to subscribe for shares in the Company up to a nominal value of DKK 750,000. With this authorization to issue up to an additional 750,000 warrants, the maximum potential dilution in consequence of the exercise of warrants (including the outstanding warrants and the aggregate unused part of the existing authorizations) is kept below 5% of the share capital. The proposal includes amendment of Article 5 to read as follows:
By decision of the General Meeting on March 29, 2019, 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 to the Company's employees as well as employees of the Company's directly and indirectly owned subsidiaries, excluding the Company's executive management, and to make the related capital increases in cash up to a nominal value of DKK 500,000. The Board of Directors has issued 500,000 warrants and re-issued 79,266 warrants under this authorization. This authorization shall remain in force for a period ending on March 28, 2024.
Furthermore, by decision of the General Meeting on April 13, 2021, 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 750,000 to the Company's employees as well as employees of the Company's directly and indirectly owned subsidiaries, excluding the Company's executive management, and to make the related capital increases in cash up to a nominal value of DKK 750,000, however, the nominal increase of the share capital may be higher due to subsequent adjustments of the warrants in accordance with the adjustment clauses determined by the Board of Directors when the warrants are issued. The Board of Directors has issued 247,006 warrants and re-issued 17,868 warrants under this authorization. This authorization shall remain in force for a period ending on April 12, 2026.
Furthermore, by decision of the General Meeting on March 13, 2024, 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 750,000 to the Company's employees as well as employees of the Company's directly and indirectly owned subsidiaries, excluding the Company's executive management, and to make the related capital increases in cash up to a nominal value of DKK 750,000, however, the nominal increase of the share capital may be higher due to subsequent adjustments of the warrants in accordance with the adjustment clauses determined by the Board of Directors when the warrants are issued. This authorization shall remain in force for a period ending on March 12, 2029.
The authorizations entitle the Board of Directors to issue warrants to the Company's employees as well as employees of the Company's directly and indirectly owned subsidiaries however, with the authorizations of
March 29, 2019, April 13, 2021, and March 13, 2024, not comprising the Company's executive management. Subject to the rules in force at any time, the Board of Directors may re-use or re-issue lapsed nonexercised warrants, if any, provided that the re-use or re-issue occurs under the same terms and within the time limitations set out in the relevant authorization. Re-use is to be construed as the Board of Directors' entitlement to let another party enter into an existing agreement on warrants. Re-issue is to be construed as the Board of Directors' option to re-issue new warrants under the same authorization, if previously issued warrants have lapsed. 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 Board of Directors is authorized to set out more detailed terms for the warrants, and to amend the Articles of Association as required in connection with the exercise of these authorizations.

Frequently Asked Questions

When is the Genmab Annual General Meeting scheduled?

The Annual General Meeting is on March 13, 2024, at 2:00 PM CET.

Where will the Genmab Annual General Meeting be held?

It will take place at the Copenhagen Marriott Hotel, Copenhagen, Denmark.

What items are on the agenda for the meeting?

Agenda items include approving the Annual Report and electing Board members.

Who is proposed for re-election to the Board of Directors?

Deirdre P. Connelly, Pernille Erenbjerg, Rolf Hoffmann, and others are proposed.

Which firm is recommended as the new auditor for Genmab?

Deloitte is recommended as the new auditor by the Audit and Finance Committee.

Last updated: Feb 16, 2024