Copenhagen, Denmark; April 23, 2008 - Genmab A/S (OMX:
GEN) held its Annual General Meeting, today April 23, 2008 at 3:00 pm at
Radisson SAS Scandinavia Hotel, Amager Boulevard 70, 2300 Copenhagen S,
Denmark.
At the meeting Chairman of the Board Dr. Michael B. Widmer gave - on behalf
of the Board - a report on the Company's activities during the past
year. Chief Executive Officer and member of the Board, Lisa N. Drakeman
presented plans for the year ahead, and Chief Financial Officer Bo Kruse
presented the Annual Report for 2007 endorsed by the auditors. The report
was approved and discharge was given to the Board and the Management.
It was decided that the year's loss of DKK 373 million be carried
forward by transfer to accumulated deficit, as stated in the Annual Report.
Michael B. Widmer and Karsten Havkrog Pedersen were re-elected to the Board
for a further three year period.
PricewaterhouseCoopers, Statsautoriseret Revisionsaktieselskab A/S was
reelected as the Company's auditor.
The General Meeting adopted the proposals from the Board to change the
Company's Articles of Association, as follows:
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The proposals to remove the current Article 5, Article 6 and Schedule A
and to make the consequent amendments to the Articles of Association.
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The proposal to amend Article 5 (previously Article 6A) to authorize the
Board of Directors to issue additional warrants - without pre-emption
rights for the existing shareholders - that give the right to subscribe
up to nominally DKK 1,500,000 shares in the Company 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
subsidiaries and to implement the corresponding capital increases related
to the warrants issued.
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The proposal to adopt a new Article 5A to the Articles of Association
under which the Board of Directors shall be authorized, until April 23,
2013, by one or more issues to raise loans against bonds or other
financial instruments up to a maximum amount of DKK 2 billion, or the
equivalent amount in USD or EUR, with a right for the lender to convert
his claim to new shares in the Company.
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The proposal to amend Article 8 (previously Article 9) so that the
requirement of publishing the notice for the General Meeting in a Danish
nationwide newspaper is discontinued and the notification is instead
published in the computer information system of the Danish Commerce and
Companies Agency, by notification to OMX The Nordic Exchange Copenhagen
and by posting on the Company's website.
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The proposal to amend Article 12 (previously Article 13) to simplify the
staggered board election provisions to a more simple election principle
so that the members of the Board of Directors elected by the General
Meeting shall be elected for a period which expires at the Annual General
Meeting in the Company in the third year after the year of their
election.
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The proposal to adopt a new Article 14 to reflect the adoption of general
guidelines for incentive-based remuneration for the Board of Directors
and Executive Management.
Finally the Board of Directors were authorized according to Section 48 of
the Danish Companies Act so that until the next Annual General Meeting the
Company may purchase own shares in connection with the buy-back of shares
subscribed by employees etc. pursuant to the Company's employee warrant
programmes to the extent of up to 2 percent of the Company's share
capital and so that the consideration for such shares shall be equal to the
exercise price paid for the shares in question.