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

Notice to Convene the Annual General Meeting of Genmab A/S

Company Announcement

Copenhagen, Denmark; February 27, 2020 Genmab A/S (Nasdaq: GMAB) summons the Annual General Meeting on Thursday, March 26, 2020 at 14:00 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 Remuneration Policy is attached.

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 is the creator of three approved antibodies: DARZALEX (daratumumab, under agreement with Janssen Biotech, Inc.) for the treatment of certain multiple myeloma indications in territories including the U.S., Europe and Japan, Arzerra (ofatumumab, under agreement with Novartis AG), for the treatment of certain chronic lymphocytic leukemia indications in the U.S., Japan and certain other territories and TEPEZZA (teprotumumab, under agreement with Roche granting sublicense to Horizon Therapeutics plc) for the treatment of thyroid eye disease in the U.S. Daratumumab is in clinical development by Janssen for the treatment of additional multiple myeloma indications, other blood cancers and amyloidosis. A subcutaneous formulation of ofatumumab is in development by Novartis for the treatment of relapsing multiple sclerosis. 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, the HexaBody platform, which creates effector function enhanced antibodies, the HexElect platform, which combines two co-dependently acting HexaBody molecules to introduce selectivity while maximizing therapeutic potency and the DuoHexaBody platform, which enhances the potential potency of bispecific antibodies through hexamerization. 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. Genmab is headquartered in Copenhagen, Denmark with sites in Utrecht, the Netherlands, Princeton, New Jersey, U.S. and Tokyo, Japan.

Marisol Peron, Corporate Vice President, Communications & Investor Relations

T: +1 609 524 0065; E: mmp@genmab.com

For Investor Relations:

Andrew Carlsen, Senior Director, Investor Relations

T: +45 3377 9558; E: acn@genmab.com

Notice to Convene the Annual General Meeting of Genmab A/S

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 final prospectus for our U.S. public offering and listing 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 ; DuoBody in combination with the DuoBody logo ; HexaBody ; HexaBody in combination with the HexaBody logo ; DuoHexaBody ; HexElect ; and UniBody . Arzerra is a trademark of Novartis AG or its affiliates. DARZALEX is a trademark of Janssen Pharmaceutica NV. TEPEZZA is a trademark of Horizon Therapeutics plc.

ANNUAL GENERAL MEETING

Genmab A/S (in the following the Company ) hereby invites its shareholders to attend the Annual General Meeting on

Thursday March 26, 2020 at 2:00 PM CET

at the Copenhagen Marriott Hotel, Kalvebod Brygge 5, DK 1560 Copenhagen V, Denmark.

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 2019 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 2,166 million for the accounting year 2019 be carried forward by transfer to retained earnings.

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, Deirdre P. Connelly, Pernille Erenbjerg, Rolf Hoffmann, Dr. Paolo Paoletti and Dr. Anders Gersel Pedersen expires at this General Meeting. The Board of Directors proposes to re-elect Deirdre P. Connelly, Pernille Erenbjerg, Rolf Hoffmann, Dr. Paolo Paoletti and Dr. Anders Gersel Pedersen for a one-year period. Mats Pettersson will not stand for re-election.

The Board of Directors further proposes that Jonathan Peacock is elected as a new member of the Board of Directors for a one year period.

If the Board of Directors is elected as proposed, it expects to constitute itself with Deirdre P. Connelly as Chairman and Pernille Erenbjerg as Deputy Chairman.

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 5 on the agenda:

The Board of Directors proposes re-election of PricewaterhouseCoopers, 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.

Re item 6 (a) on the agenda:

As prescribed by the newly implemented section 139 of the Danish Companies Act on adoption of a remuneration policy for members of the management, the Board of Directors proposes to adopt the enclosed Remuneration Policy for the Board of Directors and the Executive Management of Genmab A/S.

During 2019, the Company's Compensation Committee appointed independent compensation advisers to support a review of Genmab's compensation. The review was made in light of Genmab's business strategy and the feedback we have received from our shareholders as well as the voting guidance services in connection with a program of engagement with our largest shareholders and the voting guidance services, which was conducted in 2019. We are very grateful for the feedback we have received and have summarized the feedback and the Company's response in the 2019 Compensation Report see https://ir.genmab.com/corporate-governance.

The elements of the proposed 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 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, not at U.S. levels, but in a way that enables us to create compensation packages which are attractive internationally and, at the same time, in alignment with our values.

As a consequence of the adoption of this proposal, the Company's Remuneration Principles will automatically be repealed, and Article 14 of the Articles of Association regarding these principles will be deleted. As a consequence of the deletion of Article 14 the numbering of the Articles of Association will change, whereby the current Article 15 will become Article 14 and so forth.

Please see the full text of the proposed Remuneration Policy in the enclosed Appendix 2.

Re item 6 (b) on the agenda:

The Board of Directors proposes that the fees for members of the Board of Directors, including the committees thereof, in 2020 shall remain unchanged at the same level as in 2019 and in accordance with the proposed Remuneration Policy for the Board of Directors and the Executive Management of Genmab A/S:

-The annual base fee for members of the Board of Directors shall be DKK 400,000

-The chairman of the Board of Directors shall receive three times the annual base fee

-The deputy chairman of the Board of Directors shall receive two times the annual base fee

-The Audit and Finance Committee chairman shall receive an annual fee of DKK 150,000 and the Audit and Finance Committee members an annual fee of DKK 100,000

-The Compensation Committee chairman shall receive an annual fee of DKK 120,000 and the Compensation Committee members an annual fee of DKK 80,000

-The Nominating and Corporate Governance Committee chairman shall receive an annual fee of DKK 100,000 and the Nominating and Corporate Governance Committee members an annual fee of DKK 70,000

-The Scientific Committee chairman shall receive an annual fee of DKK 130,000 and the Scientific Committee members an annual fee of DKK 100,000

-All committee members shall receive a fee of DKK 10,000 per committee meeting

Members of the Board of Directors will furthermore receive share-based instruments in the form of restricted stock units in accordance with the proposed Remuneration Policy for the Board of Directors and the Executive Management of Genmab A/S.

Re item 6 (c) on the agenda:

VP Services A/S, which keeps the Company's register of shareholders, has been merged into VP Securities A/S, which will continue as the surviving company, and Article 6 (1) of the Articles of Association will therefore have to be amended to the following:

"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. Until the board decides otherwise the register of shareholders shall be kept by VP Securities A/S (CVR no. 21599336), which has been designated as the Company's registrar."

The amended Article 6 (1) will in Danish read:

Aktierne udstedes som navneaktier og noteres i selskabets ejerbog. Indtil bestyrelsen bestemmer andet, f res ejerbogen af VP Securities A/S (CVR no. 21599336), som ejerbogsf rer p selskabets vegne.

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.

The proposal under item 6 (c) of the agenda to amend the Articles of Association 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 require a simple majority of votes.

The Company's share capital amounts to DKK 65,156,578 divided into shares of DKK 1 each or any multiple hereof. Each share amount of DKK 1 shall entitle the shareholder to one vote.

Pursuant to Section 99 of the Danish Companies Act, the following documents will be published on the Company's website (www.genmab.com) no later than March 4, 2020: (1) the notice (including Appendix 1 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, incl. the proposed Remuneration Policy for the Board of Directors and Executive Management of Genmab A/S (Appendix 2 to the notice),

(5) the Annual Report for 2019 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 shareholder owns on the registration date Thursday March 19, 2020.

Admission card: Admission cards may be requested no later than Friday March 20, 2020 by:

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 VP Investor Services A/S' website www.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 completed by 11:59 PM CET on Friday March 20, 2020. You may alternatively complete and sign the enclosed proxy form and return it by post to VP Investor Services A/S, Weidekampsgade 14, DK 2300 Copenhagen S, Denmark, or scan it and return it by e-mail to vpinvestor@vp.dk or by fax to +45 43 58 88 67 so that it is received by VP Investor Services A/S by 11:59 PM CET on Friday March 20, 2020.

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.vp.dk/agm to vote by post. This must be completed by 10:00 AM CET on Wednesday March 25, 2020. You may alternatively complete and sign the enclosed 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 25, 2020.

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 20, 2020.

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 evaluation of the Annual Report 2019, 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), Corporate Vice President, Communications & Investor Relations (mmp@genmab.com) or to Andrew Carlsen (EU), Senior Director, 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 2019 to the auditor appointed by the General Meeting.

Copenhagen, February 27, 2020

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

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 relation to 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. 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 of Genmab A/S. Compensation of other key employees is not subject to this Remuneration Policy.

The decision-making process for setting the Remuneration Policy

In accordance with the Compensation Committee's Charter, the Compensation Committee makes proposals on the Remuneration Policy of the Board of Directors and the Executive Management, for the approval of the Board of Directors. The Remuneration Policy is subsequently submitted to the shareholders for approval at a general meeting of Genmab A/S. As part of the deliberations to ensure a market-based and appropriate Remuneration Policy for Genmab A/S, the compensation of the Board of Directors and the Executive Management is researched and benchmarked by external advisors on behalf of the Compensation Committee.

In the event that the Compensation Committee believes that it is necessary to change the Remuneration Policy, it will make recommendations to the Board of Directors for approval. Subject to the Board of Directors' approval, a new Remuneration Policy will be submitted to shareholders at a general meeting of Genmab A/S. The Remuneration Policy will normally be assessed and reviewed on an annual basis to ensure that it remains aligned to Genmab A/S' business strategy and priorities.

It is the responsibility of the Board of Directors to approve the compensation arrangements and to ensure that the Remuneration Policy is implemented. The Compensation Committee assists the Board of Directors with the implementation of the Remuneration Policy by:

-overseeing the performance of the Executive Management and discussing the annual compensation for each member of the Executive Management, including salary, bonus, incentive and equity compensation;

-reviewing and making recommendations to the Board of Directors regarding the goals of Genmab A/S' Chief Executive Officer (CEO), evaluating CEO performance in light of these objectives, and making recommendations concerning CEO compensation consistent with Genmab A/S' philosophy (the results of the annual CEO evaluation are considered when recommending CEO salary and other compensation to the Board of Directors);

-reviewing and making recommendations, on the recommendation of the CEO, to the Board of Directors regarding the goals of any other members of the Executive Management whose compensation is within the remit of the Compensation Committee;

-reviewing recruitment compensation packages for new members of the Executive Management and termination packages for existing members of the Executive Management and providing recommendations for approval by the entire Board of Directors;

-periodically reviewing whether shareholding requirements applicable to the Executive Management, as set out in the Remuneration Policy (in addition to the service agreements of the Executive Management), are being adhered to;

-reviewing the market data on the fees of the members of the board of directors in competing international biotech companies in order to recommend the cash and share-based elements of compensation for the Board of Directors;

-reviewing an annual report on Genmab A/S' approach to all-employee compensation programs, including share-based programs and benefit plans;

-reviewing and making recommendations concerning long-term incentive compensation plans, including the use of share-based plans; and

-oversee that the information in the Annual Report regarding the compensation of the Board of Directors and the Executive Management is correct, true and sufficient.

Managing potential conflicts of interest

According to the Compensation Committee Charter, the Compensation Committee shall ensure that any compensation advisor of the Compensation Committee shall sign a declaration of independence. The Committee also ensures that members of the Executive Management are not involved in the determination of their own compensation arrangements. It is the assessment of the Board of Directors that, since the compensation of the Executive Management is determined by the Board of Directors based on the Compensation Committee's recommendation and the compensation of the Board of Directors as well as the Remuneration Policy is subject to shareholder approval at the general meeting, there is no conflict of interest.

Genmab A/S' strategy and link to compensation

At Genmab A/S, our approach to compensation supports and reinforces our long-term business strategy and rewards sustained value creation. The strategy has three prongs as follows: