Passing of Genmab A/S’ Annual General Meeting

Company Announcement

• At Genmab A/S’ Annual General Meeting held today March 13, 2024, the Annual Report for 2023 was approved
• Discharge was given to the Board of Directors and the Executive Management and the year’s profit was carried forward
• The 2023 Compensation Report was approved
• Six members of the Board of Directors were re-elected
• Deloitte was elected as the new auditor of the Company
• The proposal from the Board of Directors on the Board of Directors' remuneration for 2024, the proposal to adopt an indemnification scheme, the proposal on a new Remuneration Policy, the proposal to acquire treasury shares and the proposals to amend Article 4A, Article 5, Article 5A and Article 5B and to enter a new Article 14 in the Articles of Association were adopted

COPENHAGEN, Denmark; March 13, 2024 – Genmab A/S (Nasdaq: GMAB) held its Annual General Meeting, today at the Copenhagen Marriott Hotel, Copenhagen, Denmark. 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 2024, and Chief Financial Officer Mr. Anthony Pagano presented the Annual Report for 2023 endorsed by the previous auditors, PricewaterhouseCoopers. 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 4,352 million be carried forward by transfer to retained earnings, as stated in the Annual Report.

The 2023 Compensation Report was approved.

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

Deloitte Statsautoriseret Revisionspartnerselskab was elected as the Company’s new auditor.

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

• The proposal to adopt the Board of Directors’ remuneration for 2024.
• The proposal to adopt a scheme for indemnification of members of the Board of Directors.
• The proposal to adopt a new Article 14 of the Articles of Association including the indemnification scheme in the Articles of Associations.
• The proposals to adopt a new Remuneration Policy for the Board of Directors and the Executive Management.
• 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 6,600,000 for a period ending on March 12, 2029 and thereby to amend Articles 4A, 5A and 5B.
• The proposal to amend Article 5 of the Articles of Association so that the Board of Directors is authorized to issue additional warrants that give the right to subscribe up to nominally DKK 750,000 shares in the Company.
• The proposal to authorize the Board of Directors to mandate the Company to acquire treasury shares up to the total nominal amount of DKK 3,500,000.

About Genmab