Passing of Genmab A/S’ Annual General Meeting

Company Announcement

• At Genmab A/S’ Annual General Meeting held today April 13, 2021, the Annual Report for 2020 was approved
• Discharge was given to the Board of Directors and the Executive Management and the year’s profit was carried forward
• The 2020 Compensation Report was approved
• Six members of the Board of Directors were re-elected
• PricewaterhouseCoopers was re-elected as auditor of the Company
• The proposal from the Board of Directors on the Board of Directors' remuneration for 2021, the proposals on the amended Remuneration Policy, the proposal to acquire treasury shares and the proposals to amend Article 4A, Article 5 and Article 5A and to enter a new Article 5B and a new Article 8B in the Articles of Association were adopted

COPENHAGEN, Denmark; April 13, 2021 – Genmab A/S (Nasdaq: GMAB) held its wholly virtual general meeting today at 14.00 CET. At the meeting, Deirdre P. Connelly, Chair of the Board of Directors gave – on behalf of the Board of Directors – a report on the Company’s activities during the past year. Chief Executive Officer Dr. Jan van de Winkel presented the Company’s plans for 2021, and Chief Financial Officer Mr. Anthony Pagano presented the Annual Report for 2020 endorsed by the auditors. The report was approved, and discharge was given to the Board of Directors and the Executive Management.

It was decided that the year’s profit of DKK 4,758 million be carried forward by transfer to retained earnings, as stated in the Annual Report.

The 2020 Compensation Report was approved.

Ms. Deirdre P. Connelly, Ms. Pernille Erenbjerg, Mr. Rolf Hoffmann, Dr. Paolo Paoletti, Mr. Jonathan Peacock and Dr. Anders Gersel Pedersen were re-elected to the Board of Directors for a one-year period.

PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab was re-elected as the Company’s auditor.

The General Meeting adopted the proposals from the Board of Directors, as follows:

• The proposal to adopt the Board of Directors’ remuneration for 2021.

• The proposals to adopt an amended Remuneration Policy for the Board of Directors and the Executive Management.

• The proposal to authorize the Board of Directors to allow the Company to acquire treasury shares up to a nominal amount of DKK 500,000.
   
• The proposal to replace the authorizations in Article 4A (to issue new shares) and Article 5A (to issue convertible debt instruments) of the Articles of Association with new authorizations to the Board of Directors to issue new shares and convertible debt instruments respectively, which collectively can be utilized to increase the share capital of the Company up to a total nominal amount of DKK 5,500,000 with and without preemption right for the existing shareholders, respectively for a period ending on April 12, 2026 and thereby to amend Articles 4A and 5A and to adopt a new Article 5B.