Genmab A/S Summons Annual General Meeting COPENHAGEN, Denmark, March 10 /PRNewswire/ -- Genmab A/S (CSE: GEN) will hold the company's Annual General Meeting on Thursday, April 1, 2004 at 2:00 pm at the Radisson SAS Scandinavia Hotel, Amager Boulevard 70, 2300 Copenhagen S, Denmark. Agenda: 1. Report of the Board of Directors on the Company's activities during the year. 2. Presentation of the audited Annual Report for approval and the discharge of the Board of Directors and the Management from their obligations. 3. Decision as to the appropriation of profit or settlement of loss according to the approved Annual Report. The Board of Directors proposes that the year's loss of DKK 327 million be carried forward by transfer to accumulated deficit. 4. Election of members of the Board of Directors. Pursuant to Article 13 of Genmab's Articles of Association, the members of the Board of Directors are elected for periods of three years. None of the existing members' election periods expire at this General Meeting and as a result none of the current members of the Board of Directors are up for election and no new members are proposed by the Board of Directors. 5. Election of two auditors. The Board of Directors proposes re-election of PricewaterhouseCoopers (State Authorized Accountants) and Deloitte (State Authorized Accountants). 6. Proposals from the Board of Directors and/or the shareholders: (i) The Board of Directors proposes that Article 4A of Genmab's Articles of Association, which authorises the Board of Directors to issue new shares, is made to conform to current Danish securities trading regulation, so that the provision's requirement to issue a prospectus in connection with the issue of new shares is deleted. If the proposal is adopted, the Company will only be required to prepare a prospectus in connection with the use of the authorisation to the extent required by current Danish securities trading regulation. The proposed (amended) Article 4A is set out below: Article 4A The Board of Directors is until 6 March 2007 authorised to increase the nominal registered share capital on one or more occasions by up to nominally DKK 9,872,986 negotiable shares issued to the bearer that shall have the same rights as the existing shares of the Company. The capital increase can be made by cash or by non-cash payment and with or without pre-emption rights for the existing shareholders. No transferability restrictions or redemption obligations shall apply to the new shares which shall be negotiable instruments issued to the bearer. The new shares shall give right to dividends and other rights as determined by the Board in its resolution to increase the capital." (ii) The Board of Directors proposes that Article 6A of the Articles of Association regarding authorisation to issue warrants is amended so that the existing authorisation (of which a total of 264,125 warrants currently remain authorised but unissued) is prolonged. Further, the Board of Directors proposes to amend Article 6A to authorise the issue of additional warrants - without pre-emption rights for the existing shareholders - that give the right to subscribe up to nominally DKK 1,250,000 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. The proposed (amended) Article 6A is set out below in that it is noted that the last four full sections of the existing Article 6A (which solely outline the warrants already issued) are proposed left unchanged and hence are not included here: Article 6A By decision of the General Meeting on April 24, 2003 the Board of Directors was authorised to issue warrants to subscribe the Company's shares up to a nominal value of DKK 500,000 and to increase the nominal registered share capital of the Company up to the nominal value of DKK 500,000 through cash payments in connection with the exercise of warrants. The authorisation was originally granted for a period ending on April 23, 2008 but was by decision by the General Meeting on April 1,2004 prolonged until March 31, 2009 as regards the issuance of the warrants in question and the related cash capital increases. Further, by decision of the General Meeting on April 1, 2004 the Board of Directors is authorised to issue on one or more occasions additional warrants to subscribe the Company's shares up to a nominal value of DKK 1,250,000 and to make the related capital increases in cash up to a nominal value of DKK 1,250,000. This authorisation shall remain in force for a period ending on March 31, 2009. The authorisations entitle the Board of Directors to issue warrants 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 in that it is noted that pursuant to the authorisation originally granted on April 24, 2003 (as prolonged in accordance with the first full section of this Article 6A) no warrants can be granted to members of the Board of Directors or registered managers to whom warrants have previously been issued. The existing shareholders of the Company shall not have a right of pre-emption in connection with the issue of warrants based on these authorisations. One warrant shall give the right to subscribe one share with a nominal value of DKK 1 at a subscription price per share determined by the Board of Directors which, however, shall be no less than the market price per share of the Company's shares at the time of issue. The exercise period for the issued warrants shall be determined by the Board of Directors. The Board of Directors is authorised to set out more detailed terms for the warrants that are to be issued based on these authorisations. The existing shareholders of the Companyshall not have a right of pre- emption in connection with issue of shares on the basis of warrants. The shares that are issued through the exercise of warrants shall have the same rights as existing shares cf. these Articles of Association. (iii) Pursuant to the Company's existing warrant programmes, past employees etc. who exercise warrants may - depending on the period of employment - be obligated to resell to the Company between 0-100 per cent of the shares subscribed. In order that the Company may itself make the buy-back right effective with respect to such shares, the Board of Directors requests authorisation cf. Section 48 of the Danish Companies Act, so that until the next Annual General Meeting the Company may purchase shares in theCompany in connection with the buy-back of shares subscribed by employees etc. pursuant to the Company's employee warrant programmes in an amount of up to 2 per cent of the Company's share capital and so that the consideration for such the shares shallbe equal to the exercise price paid for the shares in question. At the latest 8 days 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 Toldbodgade 33, DK-1253 Copenhagen K, Denmark. Admission card: Any shareholder is entitled to attend the Annual General Meeting after having submitted a request for an admission card no later than Friday, March 26, 2004. Any shareholder, to whom admission card already has been issued, who is prevented to attend the Annual General Meeting is kindly asked to notify the company no later than March 30, 2004. About Genmab A/S Genmab A/S is a biotechnology company that creates and develops human antibodies for the treatment of life-threatening and debilitating diseases. Genmab has numerous products in development to treat cancer, infectious disease, rheumatoid arthritis and other inflammatory conditions, and intends to continue assembling a broad portfolio of new therapeutic products. At present, Genmab has multiple partnerships to gain access to disease targets and develop novel human antibodies including agreements with Roche and Amgen. A broad alliance provides Genmab with access to Medarex, Inc.'s array of proprietary technologies, including the UltiMAb(tm) platform for the rapid creation and development of human antibodies to virtually any disease target. Genmab is headquartered in Copenhagen, Denmark and has operations in Utrecht, The Netherlands and Princeton, New Jersey in the US. For more information about Genmab, visit www.genmab.com. Except for the historical information presented herein, matters discussed in this press release are forward-looking statements that are subject to certain risks and uncertainties that could cause actual results to differ materially from any future results, performance or achievements expressed or implied by such statements, e.g. unforeseen exchange rate and interest rate fluctuations, delayed or unsuccessful development projects. Statements that are not historical facts, including statements preceded by, followed by, or that include the words "believes"; "anticipates"; "plans"; "expects"; "estimates"; or similar statements are forward-looking statements. Genmab is not under an obligation to up-date statements regarding the future following the publication of this release; nor to confirm such statements in relation to actual results, unless this is required by law. Web site: http://www.genmab.com DATASOURCE: Genmab A/S Sisse P. Hansen, Investor & Public Relations of Genmab A/S, +45-33 44-77-76, or mobile, +45-25-27-47-27, sha@genmab.com

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