Full Press Release Details
Notice to Convene the Annual General Meeting of Genmab A S
Company Announcement
Genmab A S to hold Annual General Meeting on Thursday March 19, 2026
COPENHAGEN, Denmark February 18, 2026 - Genmab A S (Nasdaq GMAB) summons the Annual
General Meeting on Thursday, March 19, 2026, 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,
Genmab is an international biotechnology company dedicated to improving the lives of people with cancer
and other serious diseases through innovative antibody medicines. For over 25 years, its passionate,
innovative and collaborative team has advanced a broad range of antibody-based therapeutic formats,
including bispecific antibodies, antibody-drug conjugates (ADCs), immune-modulating antibodies and
other next-generation modalities. Genmab's science powers eight approved antibody medicines, and the
company is advancing a strong late-stage clinical pipeline, including wholly owned programs, with the
goal of delivering transformative medicines to patients.
Established in 1999, Genmab is headquartered in Copenhagen, Denmark, with international presence
across North America, Europe and Asia Pacific. For more information, please visit Genmab.com and
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 Carl Jacobsens Vej 30, DK-2500 Valby, Denmark
Tel. +45 7020 2728 www.genmab.com CVR no. 2102 3884
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
Thursday March 19, 2026, at 2 00 PM CET
at the Copenhagen Marriott Hotel, Kalvebod Brygge 5, DK-1560 Copenhagen V, Denmark.
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 2025 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.Presentation of an advisory vote on the 2025 Compensation Report.
5.Election of members of the Board of Directors.
6.Election of auditor.
7.Proposals from the Board of Directors
(1)Approval of remuneration to the Board of Directors for 2026.
(2)Proposal to reduce the Company's share capital for the purpose of cancelling treasury
8.Authorization of the chair of the General Meeting.
9.Any other business.
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 2025 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 USD 963 million for the accounting year 2025 be carried forward by
transfer to retained earnings.
Re item 4 on the agenda
It is proposed to approve the 2025 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 Nominating and Corporate Governance Committee has conducted its annual evaluation of the Board
of Director's composition and competencies and finds that that the current members of the Board of
Director collectively possess the necessary experience and expertise to support the Company's strategic
direction and continued development.
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 an equal
gender balance with 50% being male and 50% being 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 (CVR
no. 33963556) 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
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 2026 shall remain unchanged at the same level as in 2025 and in
accordance with the Remuneration Policy for the Board of Directors and the Executive Management of
The annual base fee for members of the Board of Directors shall be DKK 600,000.
The chair of the Board of Directors shall receive two times the annual base fee.
The deputy chair of the Board of Directors shall receive one and a half times the annual base fee.
The Audit and Finance Committee chair shall receive an annual fee of DKK 150,000 and the Audit