Full Press Release Details
Notice to Convene the Annual General Meeting of Genmab A/S
Company Announcement
COPENHAGEN, Denmark; February 13, 2025 - Genmab A/S (Nasdaq: GMAB) summons the Annual General Meeting on Wednesday, March 12, 2025, 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 amended Remuneration Policy is attached.
Genmab is an international biotechnology company with a core purpose of guiding its unstoppable team to strive toward improving the lives of patients with innovative and differentiated antibody therapeutics. For more than 25 years, its passionate, innovative and collaborative team has invented next-generation antibody technology platforms and leveraged translational, quantitative and data sciences, resulting in a proprietary pipeline including bispecific T-cell engagers, antibody-drug conjugates, next-generation immune checkpoint modulators and effector function-enhanced antibodies. 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. 04 |
| 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 12, 2025, 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 2024 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 7,844 million for the accounting year 2024 be carried forward by transfer to retained earnings.
Re item 4 on the agenda:
It is proposed to approve the 2024 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 Board of Directors proposes re-election of Deloitte Statsautoriseret Revisionspartnerselskab as the Company's elected auditor in accordance with the Audit and Finance Committee's recommendation. 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 Statsautoriseret Revisionspartnerselskab's audit assignment also include the issue of a limited assurance report on the sustainability statements in the management review.
Re item 7 (a) on the agenda:
The Board of Directors proposes to adopt certain amendments to the Remuneration Policy for the Board of Directors and the Executive Management of Genmab A/S.
The amendments have been designed to further align the interests of shareholders and the Company's Board of Directors and Executive Management and to ensure that the Remuneration Policy 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 and governance best practices.
The proposed amendments include:
The proposed amendments described in this agenda item 7(a) are reflected in the attached Appendix 2, which is a compare version of the proposed amendments to the wording of the Remuneration Policy for the Board of Directors and the Executive Management of Genmab A/S.
Re item 7 (b) 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 2025 shall remain unchanged at the same level as in 2024 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 (c) on the agenda:
The Board of Directors proposes to reduce the Company's share capital by nominally DKK 2,076,853 by cancellation of 2,076,853 of the Company's holding of shares in accordance with the rules on capital reductions set out in section 188(1)(ii) of the Danish Companies Act.
If the proposal is adopted, the Company's holding of treasury shares will be reduced by 2,076,853 shares of a nominal value of DKK 1 each. The treasury shares have been repurchased for a total amount of DKK 4,087,770,445.64 as part of the Company's share buy-back programs.
In addition to the nominal capital reduction amount, the relevant shareholders have received DKK 4,085,693,592.64. Thus, the average repurchase price for the shares affected by the capital reduction was DKK 1,968.25 (in round figures) per share of nominally DKK 1.
Accordingly, it is proposed to amend Article 4 of the Company's Articles of Association with effect from the date of the capital reduction so that the share capital is reduced with nominally DKK 2,076,853.
Re item 7 (d) on the agenda:
The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to allow the Company to acquire treasury shares with a total nominal value of up to 10% of the share capital in the period until and including March 11, 2030. 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. Such shares may only be acquired to the extent that the Company's total holding of treasury shares does not at any time exceed a nominal value of 10% of the share capital.
For the avoidance of doubt, the authorization (if approved) replaces any existing previously provided authorizations to purchase treasury shares.
Re item 7(e) 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 amending Article 5 of the Articles of Association after sections 1 and 2 to read as follows:
"Furthermore, by decision of the General Meeting on March 12, 2025, 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 11, 2030.
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.
The existing shareholders of the Company shall not have a right of preemption in connection with issue of shares on the basis of warrants. The shares that are issued through the exercise of warrants 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 has exercised the above authorizations as stipulated in schedule A which is an integral part of these articles."
The proposed amendments to Article 5 after sections 1 and 2 will in Danish read:
"Yderligere er bestyrelsen ved generalforsamlingsbeslutning af 12. marts 2025 bemyndiget til ad en eller flere gange at udstede yderligere warrants til tegning af selskabets aktier med indtil nominelt 750.000 kr. til selskabets medarbejdere samt medarbejdere i selskabets direkte og indirekte ejede datterselskaber, med undtagelse af medlemmerne af selskabets direktion, og til at gennemf re de dertil relaterede kontante kapitalforh jelser p indtil nominelt 750.000 kr., dog kan den nominelle forh jelse af selskabskapitalen blive h jere p grund af efterf lgende reguleringer af warranterne i henhold til de reguleringsbestemmelser, der er fastlagt af bestyrelsen ved udstedelsen af warranterne. Denne bemyndigelse skal v re g ldende i perioden frem til og med 11. marts 2030.
Bestyrelsen kan efter de til enhver tid g ldende regler genanvende eller genudstede eventuelle bortfaldne ikke udnyttede warrants, forudsat at genanvendelsen eller genudstedelsen finder sted inden for de vilk r og tidsm ssige begr nsninger, der fremg r af den p g ldende bemyndigelse. Ved genanvendelse forst s adgang for bestyrelsen til at lade en anden aftalepart indtr de i en allerede best ende aftale om warrants. Ved genudstedelse forst s bestyrelsens mulighed for inden for samme bemyndigelse at genudstede nye warrants, hvis allerede udstedte warrants er bortfaldet. En warrant skal give ret til at tegne nominelt 1 kr. aktie til en af bestyrelsen fastsat tegningskurs pr. aktie, der dog ikke kan v re lavere end markedskursen p selskabets aktier p tildelingstidspunktet.
Bestyrelsen er berettiget til at fasts tte n rmere vilk r for de warrants, der udstedes i henhold til bemyndigelserne, samt til at foretage de ndringer i selskabets vedt gter, som m tte v re n dvendige som f lge af bestyrelsens udnyttelse af bemyndigelserne.
Selskabets aktion rer skal ikke have fortegningsret til de p grundlag af warrants udstedte aktier. Aktier, der tegnes ved udnyttelse af warrants, 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 har udnyttet bemyndigelserne indeholdt i 5 som anf rt i bilag A, som er vedlagt vedt gterne og udg r en integreret del heraf.
Re item 8 on the agenda:
The Board of Directors proposes that the chair 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.
The proposals under item 7 (c) and item 7 (e) of the agenda is 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 proposals under the remaining items of the agenda are required to be adopted by a simple majority of votes.
The Company's share capital amounts to DKK 66,187,186 divided into shares of DKK 1 each or any multiple hereof. Each share amount of DKK 1 shall entitle the shareholder to one vote.
In accordance with 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 18, 2025: (1) the notice (including Appendix 1 and 2 thereto) 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 2024, (6) the 2024 Compensation Report, and (7) 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 shareholder owns on the registration date Wednesday March 5, 2025.
Registering attendance: Shareholders who wish to attend the Annual General Meeting must register their attendance no later than Friday March 7, 2025, by:
As a prerequisite for attending, shareholders must provide an e-mail address when registering their attendance, as information on how to register attendance at the General Meeting will be sent to the individual shareholders via e-mail immediately following registration. Attendance in person also requires the shareholder to log onto the General Meeting Portal using the registration mail with the QR code on a smartphone or a tablet to verify admission and to vote.
It is the shareholders' responsibility to make sure they can log onto the General Meeting Portal, but assistance will be available at the entrance.
Shareholders may bring their own phone/tablet or ask to borrow a pre-set device from Euronext Securities.
Voting: Voting will take place via the General Meeting Portal. Shareholders must log on to the portal in order to be able to vote. Shareholders who have granted proxies or voted by post prior to the General Meeting will not be able to vote during the General Meeting.
Proxy vote: Shareholders who do not expect to be able to participate in the General Meeting may:
Go to the Company's website www.genmab.com or Euronext Securities' website www.euronext.com/cph-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 completed by 11:59 PM CET on Friday March 7, 2025. You may alternatively complete and sign the enclosed proxy form and return it by post to Euronext Securities, Nicolai Eigtveds Gade 8, DK-1402 Copenhagen K, Denmark, or scan it and return it by e-mail to CPH-investor@euronext.com so that it is received by Euronext Securities by 11:59 PM CET on Friday March 7, 2025.
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.euronext.com/cph-agm to vote by post. This must be completed by 10:00 AM CET on Tuesday March 11, 2025. You may alternatively complete and sign the enclosed postal voting form and return it by post to Euronext Securities, Nicolai Eigtveds Gade 8, DK-1402 Copenhagen K, Denmark, or scan it and return it by e-mail to CPH-investor@euronext.com so that it is received by Euronext Securities by 10:00 AM CET on Tuesday March 11, 2025.
Please note that you may either assign a proxy or vote by post, but not both.
Any shareholder, to whom an 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 7, 2025.
Right to ask questions: Prior to the General Meeting, the shareholders may ask questions to the Company's management in writing about matters of importance to the assessment of the Annual Report 2024, 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 or email to either Marisol Peron (US), Senior Vice President, Global Communications & Corporate Affairs (mmp@genmab.com) or to Andrew Carlsen (EU), Vice President, Head of Investor Relations (acn@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 questions to the Company's management about the above matters and may ask questions regarding the Annual Report 2024 to the auditor appointed by the General Meeting.
Webcast: Shareholders who are not attending the Annual General Meeting can watch the live webcast on the Company's website www.genmab.com. The live webcast is publicly accessible and requires no registration.
Copenhagen, February 13, 2025
On behalf of the Board of Directors
Scan the QR code with your smartphone or tablet to go to the registration site.
Appendix 1: Candidates for the Board of Directors
* Companies marked with an asterisk (*) are non-public companies
Appendix 1: Candidates for the Board of Directors
* Companies marked with an asterisk (*) are non-public companies
Appendix 2: Remuneration Policy
THE REMUNERATION POLICY FOR THE BOARD OF DIRECTORS AND EXECUTIVE MANAGEMENT OF GENMAB A/S
The Compensation Committee's remit - as defined by our Charter (which can be found at www.genmab.com) is to assist the Board of Directors in carrying out its responsibilities relating to compensation. The development of a Remuneration Policy that allows us to recruit talented experts at all levels directly supports our vision. This is essential to our business strategy and long-term sustainability supporting Genmab A/S' abilities to recruit, retain and motivate competent and loyal members to the Board of Directors and the Executive Management. This is as true for the Board of Directors as it is for the Executive Management.
As Genmab's business continues to evolve and expand, as well as increase in complexity, we will require new capabilities for areas in which we have not previously operated. The biotechnology space, and in particular the oncology sector, are not only fast evolving but highly competitive. The pool of talent for people with the skills and knowledge Genmab A/S needs is competitive and relatively small, even at a global level. Since Genmab A/S' business strategy is extremely focused and targeted, our talent pools are consequently very small and specialized. Our ability to attract and retain talented leaders in key roles is fundamental to execution of our long-term plan.
The key principles that guide our Remuneration Policy are: (1) the alignment of interest between the members of Genmab A/S' management bodies and Genmab A/S' shareholders; (2) the ability to attract and retain talent internationally; and (3) the desire to link compensation to performance measured on the basis of our financial fundamentals, non-financial value drivers, the share price and our corporate social responsibility focus areas.
The scope of the Remuneration Policy
This Remuneration Policy has been prepared in accordance with Sections 139 and 139a of the Danish Companies Act.
The Remuneration Policy applies to the compensation of members of the Board of Directors and the Executive Management. "Executive Management" consists of the members of executive management of Genmab A/S registered with the Danish Business Authority. Compensation of other key employees is not subject to this Remuneration Policy.
The decision-making process for setting the Remuneration Policy