Summary: Genmab to hold Annual General Meeting on April 15, 2009.
Copenhagen, Denmark; March 25, 2009 - Genmab A/S (OMX: GEN) summons the Annual
General Meeting on Wednesday April 15, 2009 at 2:00 pm CEST 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 2008 for approval and the discharge
of the Board of Directors and the Management.
3. 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 772 million be
carried forward by transfer to accumulated deficit.
4. 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. Ernst Schweizer and Hans Henrik Munch-Jensen expires at the
General Meeting. The Board of Directors proposes to re-elect Hans Henrik
Munch-Jensen for a three year period.
About Hans Henrik Munch-Jensen
Mr. Munch-Jensen is Director at Prospect where he advises listed companies in
relation to strategic and financial communication. Previously, Mr. Munch-Jensen
was Executive Vice President, CFO of H. Lundbeck A/S from 1998 to 2007, where he
was responsible for overseeing the company's finance and investor relations
activities. He previously served as a politics and finance columnist for the
newspaper Dagbladet Børsen and as Vice President of the Copenhagen Stock
Exchange. He was a member of various Lundbeck boards as well as the European
Federation of Pharmaceutical Industries and Associations (EFPIA) and of
Vækstforum, Region Hovedstaden. Mr. Munch-Jensen received his master in
Political Science from the University of Aarhus.
It is the opinion of the Board of Directors that Hans Henrik Munch-Jensen is
independent.
5. Election of auditor.
The Board of Directors proposes re-election of PricewaterhouseCoopers
Statsautoriseret Revisionsaktieselskab A/S as the Company's elected auditor.
6. Proposals from the Board of Directors and/or the shareholders:
(a) All warrants granted under the Company's warrant programmes from 1999-2003
pursuant to Article 5 of the Articles of Association have been exercised or have
lapsed as non exercised on April 1, 2009. Consequently, the Board of Directors
proposes that Schedule B is removed from the Articles.
(b) The Board of Directors proposes that VP Investor Services A/S' address
“Helgeshøj Allé 61, P.O. Box 20, 2630 Taastrup” in Article 6 of the Articles of
Association is replaced with “Weidekampsgade 14, 2300 Copenhagen S”.
(c) The Board of Directors proposes that the name “OMX The Nordic Exchange
Copenhagen” in Article 8 of the Articles of Association is replaced with “NASDAQ
OMX Copenhagen”.
7. Miscellaneous.
Adoption of the proposals under item 6 (a) to 6 (c) 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 44,906,042 divided into shares of DKK
1 each or any multiple hereof. Each share amount of DKK 1 shall entitle the
shareholder to one vote.
__________
No later than 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 Bredgade 34, 1260 Copenhagen K,
Denmark. The documents are also available at the Company's website,
www.genmab.com.
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
Tuesday April 14, 2009 at 10:00 AM CEST. Admission cards may be requested 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 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. A form for submitting votes by proxy may be obtained via
www.genmab.com. The shareholders exercise their financial rights through their
own deposit banks, cf. Section 73,5(2) of the Danish Public 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 Tuesday April 14, 2009.
Copenhagen, March 25, 2009
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, development and manufacturing 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) and UniBody(R) are all trademarks
of Genmab A/S. Arzerra(TM) is a trademark of GlaxoSmithKline.
Contact: Helle Husted, Vice President, Investor Relations, T: +45 33 44 77 30,
M: +45 25 27 47 13, E: h.husted@genmab.com
Stock Exchange Release no. 10/2009
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