Passing of Genmab A/S' Annual General Meeting
21 Avril 2010 - 5:45PM
Summary: At Genmab A/S' Annual General Meeting held today on April
21, 2010 the Annual Report for 2009 was approved, discharge was
given to the Board of Directors and the Management and the year's
loss was carried forward. Two members of the Board of Directors
were re-elected and PricewaterhouseCoopers was re-elected as
auditor of the Company. The proposals from the Board of Directors
to change the Articles of Association were adopted.
Genmab A/S (Copenhagen:GEN) held its Annual General Meeting,
today April 21, 2010 at 2:00 pm at Radisson Blu 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 David Eatwell presented the Annual Report
for 2009 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 1,186 million be
carried forward by transfer to accumulated deficit, as stated in
the Annual Report.
Dr. Anders Gersel Pedersen and Dr. Burton G. Malkiel were both
re-elected to the Board for a three year period.
PricewaterhouseCoopers Statsautoriseret Revisionsaktieselskab
A/S was re-elected as the Company's auditor.
The General Meeting adopted the proposals from the Board to
change the Company's Articles of Association, as follows:
-
The proposal to adopt a new Article 3A to the Articles of
Association stating that the group language is English.
-
The proposal to revise the provision on authorization to raise
loans against convertible bonds or other convertible financial
instruments in Article 5A to the Articles of Association 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 limit in
the authorization is furthermore reduced to a maximum of DKK 1
billion.
-
The proposal to amend Article 6 and Schedule C 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. Article 6 is furthermore amended so
that only the name and CVR number of the keeper of the Company's
Register of Shareholders is stated.
-
The proposal to amend Article 7 so that "the Danish Securities
Centre" is replaced with "VP Securites A/S".
-
The proposal to amend Article 8 so that the minority protection
requirement is reduced to 1/20 and so that the notice periods are
changed to no less than three weeks and no more than five weeks.
Furthermore, the deadline for a shareholder's written request to
have an item included on the agenda is changed to within six weeks
of the Annual General Meeting and the wording of Article 8 is
adjusted and specified in accordance with the wording of new Danish
Companies Act.
-
The proposal to amend Article 9 so that the provision reflects
the new requirements in the Danish Companies Act concerning
documents made available on the Company's website before the
General Meeting is held.
-
The proposal to amend Article 10 so that the concept in the new
Danish Companies Act of "the date of registration" is incorporated
into the Articles of Association and so that the restriction to the
validity of a proxy is removed. Provisions reflecting the rules on
voting by post and the new rule in the Danish Companies Act,
pursuant to which proxies may be accompanied by an advisor, are
furthermore inserted into Article 10.
-
The proposal to amend the reference to the Companies Act in
Article 11. This only affects the Danish version. The wording is
furthermore adjusted in accordance with the wording of the new
Danish Companies Act.
-
The proposal to amend Article 12 to allow for employees in the
Company and in Company's foreign subsidiaries to elect employee
board members. The wording of Article 12 is furthermore adjusted in
accordance with the new Danish Companies Act.
-
Proposal to insert a provision regarding electronic
communication into Article 16 thus, among others, allowing the
Company to communicate with its shareholders via e-mail. As a
result, the Articles 16-18 are renumbered 17-19.
-
Proposal to insert provisions into the Company's Warrant Scheme
of August 3, 2004 so that a warrant holder is obliged to give
notice of changes in the warrant holders contact information and is
obliged to give notice and present proof of transfer of warrants to
a wholly-owned company.
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®; the Y-shaped Genmab logo®; HuMax®; HuMax-CD20®;
HuMax-EGFr™; HuMax-IL8™; HuMax-TAC™; HuMax-HepC™; HuMax-CD38™;
HuMax-CD32b™; HuMax-TF™; HuMax-Her2™; HuMax-VEGF™, HuMax-Wnt;
HuMax-cMet™ and UniBody® are all trademarks of Genmab A/S. Arzerra™
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