Genmab A/S (Copenhagen:GEN) summons the Annual General Meeting on
Wednesday April 21, 2010 at 2:00 pm CEST at the Radisson Blu
Scandinavia Hotel, Amager Boulevard 70, DK-2300 Copenhagen S,
Denmark.
Agenda:
Report of the Board of Directors on the Company's activities
during the year.
Presentation of the audited Annual Report 2009 for approval and
the discharge of the Board of Directors and the Management.
Decision as to the settlement of loss according to the approved
Annual Report.
The Board of Directors proposes that the year's loss of DKK
1,186 million be carried forward by transfer to accumulated
deficit.
Election of members of the Board of Directors.
Pursuant to Article 12 of the Company's Articles of Association,
the members of the Board of Directors are elected for periods of
three years. The election period for Dr. Anders Gersel Pedersen and
Dr. Burton G. Malkiel expires at the General Meeting. The Board of
Directors proposes to re-elect Dr. Anders Gersel Pedersen and Dr.
Burton G. Malkiel for a three year period.
About Dr. Anders Gersel Pedersen
Dr. Pedersen has been a member of our board since November 2003.
Dr. Pedersen is Executive Vice President, Development at H.
Lundbeck A/S. Following his degree in medicine and Research Fellow
positions at Copenhagen hospitals, Dr. Pedersen worked for Eli
Lilly for eleven years; ten of these as a director overseeing
worldwide clinical research in oncology, before joining Lundbeck in
2000. At Lundbeck, Dr. Pedersen is responsible for the development
of the product pipeline including clinical research. He is a member
of the European Society of Medical Oncology, the International
Association for the Study of Lung Cancer, the American Society of
Clinical Oncology, the Danish Society of Medical Oncology and the
Danish Society of Internal Medicine and serves on the boards of
TopoTarget A/S and ALK-Abello A/S. Dr. Pedersen received his
medical degree and a doctoral degree in neuro-oncology from the
University of Copenhagen and a B.Sc. in Business Administration
from the Copenhagen Business School.
About Dr. Burton G. Malkiel
Dr. Malkiel has been a member of our board since 2007. Dr.
Malkiel is the Chemical Bank Chairman's Professor of Economics at
Princeton University. His specialties include financial markets,
portfolio management, corporate finance, investments and securities
valuation. He is widely published in finance, the valuation of
stocks and bonds and the operation of financial markets in the
United States. Dr. Malkiel was previously professor of Economics,
the Gordon S. Rentschler Professor of Economics and Director of the
Financial Research Center at Princeton University. He has also
served as a member of the Council of Economic Advisors under the
administration of US President Gerald R. Ford and was Dean at the
School of Management and the William S. Beinecke Professor of
Management at Yale University. Dr. Malkiel served as an officer in
the United States Army Finance Corps before earning his doctoral
degree. Dr. Malkiel is an investment committee member of the
American Philosophical Society and serves on the board of Vanguard
Group Ltd. and the Corvina Foundation. He received his B.A. degree
in Economics from Harvard University, a Masters of Business
Administration from Harvard Graduate School of Business
Administration and a doctorate in Economics and Finance from
Princeton University.
Dr. Burton G. Malkiel is 77 years old and has thus exceeded the
age limit stated in the Articles of Association, cf. section 12.
Re-election will therefore require that the proposal is adopted by
the same majority as that demanded for adoption of a resolution to
alter the Articles of Association.
It is the opinion of the Board of Directors that Dr. Anders
Gersel Pedersen and Dr. Burton G. Malkiel are independent.
Election of auditor.
The Board of Directors proposes re-election of
PricewaterhouseCoopers,Statsautoriseret Revisionsaktieselskab A/S
as the Company's elected auditor.
Proposals from the Board of Directors and/or the
shareholders:The Board of Directors proposes a revision of the
Articles of Association,partly as a result of the new Danish
Companies Act, which entered into force in part on March 1, 2010,
and partly as a result of a general evaluation of the Articles of
Association.
The new Danish Companies Act allows for provisions regarding
group language to be entered into the Articles of Association. The
Board of Directors proposes to make use of this new possibility by
entering a new Article 3A into the Articles of Association stating
that the group language is English. The chapter heading to the
relevant articles in the Articles of Association will be adjusted
accordingly.
According to the new Danish Companies Act, an authorization to
the Board of Directors to raise loans against convertible bonds or
other convertible financial instruments does not have to be limited
to a maximum of one half of the amount of the share capital. The
Board of Directors proposes to revise the existing provision on
authorization in Article 5A in accordance with the new Danish
Companies Act so that the maximum of one half of the amount of the
share capital is omitted and the authorization is granted for a new
five year period. The Board of Directors further proposes that the
limit in the existing authorization of a maximum amount of DKK 2
billion is reduced to a maximum amount of DKK 1 billion.
As a consequence of the revised terminology in the new Danish
Companies Act, the Board of Directors proposes to amend Article 6
and Schedule C of the Articles of Association so that the Danish
terminology concerning "register of shareholders" and "registrar"
is changed. This will only affect the Danish version of the
Articles of Association. It is further proposed to amend Article 6
so that only the name and CVR number of the keeper of the Company's
Register of Shareholders is stated.
Since the Danish Securities Center has changed its name to VP
Securities A/S, the Board of Directors proposes to amend Article 7
and Schedule C of the Articles of Association by inserting the new
name.
As a result of the new Danish Companies Act, the Board of
Directors proposes to amend Article 8 of the Articles of
Association so that the 1/10 minority protection requirement is
reduced to 1/20 and so that the notice periods is changed from no
more than four weeks and no less than two weeks to no more than
five weeks and no less than three weeks. It is further proposed
that the deadline for a shareholder's written request to have an
item included on the agenda is changed from within four weeks to
within six weeks of the Annual General Meeting. In addition, the
wording of Article 8 is adjusted and specified in accordance with
the wording of the new Danish Companies Act.
According to the new Danish Companies Act, the Company is
required to make a number of documents available on its website
before the General Meeting is held. The Board of Directors proposes
to amend Article 9 of the Articles of Association to reflect these
revised requirements.
The Board of Directors proposes to amend Article 10 of the
Articles of Association so that the concept in the new Danish
Companies Act of "the date of registration" is incorporated into
the Articles of Association. It is further proposed that the
restriction to the validity of a proxy is removed and that a
provision is as added to Article 10 reflecting the rules on voting
by post as set out in the new Danish Companies Act. Finally, it is
proposed that the new rule in the Danish Companies Act, pursuant to
which proxies may be accompanied by an advisor, is inserted into
Article 10.
As a consequence of the new Danish Companies Act, the Board of
Directors proposes to amend the reference to the Companies Act (in
Danish:Aktieselskabsloven) in Article 11 of the Articles of
Association to the Companies Act (in Danish: Selskabsloven). This
will only affect the Danish version of the Articles of Association.
Furthermore, it is proposed to adjust the wording of Article 11 in
accordance with the wording of the new Danish Companies Act.
The Board of Directors proposes to amend Article 12 to allow for
both employees in Denmark and in foreign subsidiaries to elect
employee board members in accordance with an election regulation
which will be approved by the Board of Directors. Furthermore, it
is proposed to adjust the wording of Article 12 in accordance with
the wording of the new Danish Companies Act.
The Board of Directors proposes to insert a provision regarding
electronic communication into Article 16 of the Articles of
Association thus, among others, allowing the Company to communicate
with its shareholders via e-mail. As a result, the present Articles
16-18 is renumbered 17-19.
The Board of Directors proposes to insert a provision in the
Company's Warrant Scheme of August 3, 2004 set out in Schedule C to
the Articles of Association, so that a warrant holder is obligated
to give notice of changes in the warrant holders contact
information. It is further proposed to insert a provision in
Schedule C so that a warrant holder transferring warrants to a
wholly-owned company is obligated to notify the Company and present
proof of the transfer.
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 Commerce and Companies Agency and
to make such amendments and additions thereto or therein, including
the Articles of Association of the Company, as the Danish Commerce
and Companies Agency may require for registration.
Miscellaneous.
Re-election of Dr. Burton G. Malkiel under item 4 and adoption
of the proposals under item 6 (a) to 6 (k) of the agenda to amend
the Articles of Association requires that each such proposal is
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
Annual General Meeting.
The Company's share capital amounts to DKK 44,907,142 divided
into shares of DKK 1 each or any multiple hereof. Each share amount
of DKK 1 shall entitle the shareholder to one vote.
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No later than three weeks before the Annual General Meeting the
agenda, the complete proposals as well as the Annual Report will be
made available to the Company's shareholders at the Company's
offices at Bredgade 34, DK-1260 Copenhagen K, Denmark. Pursuant to
Section 99 of the Danish Companies Act, the following documents
have moreover been published on the Company's website
(www.genmab.com): (1) the notice 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 on the Annual General Meeting, (5) the
Annual Report for 2009 and (6) forms needed to register for the
Annual General Meeting and possible proxy voting.
Admission card/proxy: Any shareholder is entitled to attend the
Annual General Meeting after having submitted a request for an
admission card no later than Friday April 16, 2010 at 10:00 AM.
Admission cards may be requested by using the enclosed form or by
contacting VP Investor Services A/S, telephone +45 43 58 88 66 or
fax +45 43 58 88 67. Alternatively via www.genmab.com or
www.uk.vp.dk/agm.
Shareholders who have acquired their shares by transfer are only
entitled to exercise their voting right relating to these shares if
such shares have been registered in the Company's Register of
Shareholder or the shareholder has given notice of and produced
documentary evidence of the acquisition of shares to the Company no
later than at the time at which the general meeting is convened.
The shareholder may document its acquisition of the shares to the
Company by a statement of account, which is not more than 8 days
old from VP Securities A/S or the custody bank. The statement of
account from VP Securities A/S or the custody bank shall be
accompanied by a written declaration from the shareholder stating
that the shares have not been or will not be transferred to others
prior to the general meeting.
Shareholders who do not expect to be able to participate in the
General Meeting may grant proxy to the Board of Directors or to a
person appointed by the shareholder. Proxies shall, in accordance
with Article 10 of the Articles of Association of the Company,
submit a request for an admission card no later than Friday April
16, 2010 at 10:00 AM by delivering its proxy. Proxy may be granted
using the enclosed form. The shareholders exercise their financial
rights through their own deposit banks; cf. Section 83 of the
Companies Act.
Any shareholder, to whom 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 April
16, 2010.
Right to ask questions: Prior to the General Meeting, the
shareholders may ask the Company's management in writing about
matters of importance to the evaluation of the Annual Report 2009,
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 to Helle Husted, Vice President, Investor
Relations or by e-mail to h.husted@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 the Company's management about the above matters and may ask
questions regarding the Annual Report 2009 to the auditor appointed
by the General Meeting.
Copenhagen, March 24, 2010
On behalf of the Board of Directors
MICHAEL B. WIDMER
Chairman
About Genmab A/S
Genmab is a leading international biotechnology company focused
on developing fully human antibody therapeutics for the potential
treatment of cancer. Genmab's world class discovery and development
teams are using cutting-edge technology to create and develop
products to address unmet medical needs. Our primary goal is to
improve the lives of patients who are in urgent need of new
treatment options. For more information on Genmab's products and
technology, visit www.genmab.com.
This Stock Exchange Release 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 product discovery and development, 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 obsolete, and other
factors. For a further discussion of these risks, please refer to
the section "Risk Management" in Genmab's Annual Report, which is
available on www.genmab.com. Genmab does not undertake any
obligation to update or revise forward looking statements in this
Stock Exchange Release nor to confirm such statements in relation
to actual results, unless required by law.
Genmab(R); the Y-shaped Genmab logo(R); HuMax(R); HuMax-CD20(R);
HuMax-EGFr(TM); HuMax-IL8(TM); HuMax-TAC(TM); HuMax-HepC(TM);
HuMax-CD38(TM); HuMax-CD32b(TM); HuMax-TF(TM); HuMax-Her2(TM);
HuMax-VEGF(TM), HuMax-Wnt and UniBody(R) are all trademarks of
Genmab A/S. Arzerra(TM) is a trademark of GlaxoSmithKline.
CONTACT: Genmab A/S
Helle Husted, Vice President, Investor Relations
+45 33 44 77 30
Mobile: +45 25 27 47 13
h.husted@genmab.com