Summary: At Genmab A/S' Annual General Meeting held today on April 23, 2008 the
Annual Report for 2007 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 and authorization to allow the Company to
purchase shares in the Company were adopted.
Copenhagen, Denmark; April 23, 2008 - Genmab A/S (OMX: GEN) held its Annual
General Meeting, today April 23, 2008 at 3:00 pm at Radisson SAS 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 Bo Kruse presented the Annual Report
for 2007 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 373 million be carried forward by
transfer to accumulated deficit, as stated in the Annual Report.
Michael B. Widmer and Karsten Havkrog Pedersen were re-elected to the Board for
a further three year period.
PricewaterhouseCoopers, Statsautoriseret Revisionsaktieselskab A/S was reelected
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 proposals to remove the current Article 5, Article 6 and Schedule A and
to make the consequent amendments to the Articles of Association.
The proposal to amend Article 5 (previously Article 6A) to authorize the Board
of Directors to issue additional warrants - without pre-emption rights for the
existing shareholders - that give the right to subscribe up to nominally DKK
1,500,000 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
related to the warrants issued.
The proposal to adopt a new Article 5A to the Articles of Association under
which the Board of Directors shall be authorized, until April 23, 2013, by one
or more issues to raise loans against bonds or other financial instruments up to
a maximum amount of DKK 2 billion, or the equivalent amount in USD or EUR, with
a right for the lender to convert his claim to new shares in the Company.
The proposal to amend Article 8 (previously Article 9) so that the requirement
of publishing the notice for the General Meeting in a Danish nationwide
newspaper is discontinued and the notification is instead published in the
computer information system of the Danish Commerce and Companies Agency, by
notification to OMX The Nordic Exchange Copenhagen and by posting on the
Company's website.
The proposal to amend Article 12 (previously Article 13) to simplify the
staggered board election provisions to a more simple election principle so that
the members of the Board of Directors elected by the General Meeting shall be
elected for a period which expires at the Annual General Meeting in the Company
in the third year after the year of their election.
The proposal to adopt a new Article 14 to reflect the adoption of general
guidelines for incentive-based remuneration for the Board of Directors and
Executive Management.
Finally the Board of Directors were authorized according to Section 48 of the
Danish Companies Act so that until the next Annual General Meeting the Company
may purchase own shares in connection with the buy-back of shares subscribed by
employees etc. pursuant to the Company's employee warrant programmes to the
extent of up to 2 percent of the Company's share capital and so that the
consideration for such shares shall be equal to the exercise price paid for the
shares in question.
About Genmab A/S
Genmab is a leading international biotechnology company focused on developing
fully human antibody therapeutics for unmet medical needs. Using cutting-edge
antibody technology, Genmab's world class discovery, development and
manufacturing teams have created and developed an extensive pipeline of products
for potential treatment of a variety of diseases including cancer and autoimmune
disorders. As Genmab advances towards a commercial future, we remain committed
to our primary goal of improving 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 press 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. 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.
Genmab(R); the Y-shaped Genmab logo(R); HuMax(R); HuMax-CD4(R); HuMax-CD20(R);
HuMax-EGFr(TM); HuMax-IL8(TM); HuMax-TAC(TM); HuMax-HepC(TM); HuMax-CD38(TM);
HuMax-CD32b(TM) and UniBody(R) are all trademarks of Genmab A/S.
Contact: Helle Husted, Sr. Director, Investor Relations, T: +45 33 44 77 30, M:
+45 25 27 47 13, E: hth@genmab.com
Stock Exchange Release no. 16/2008
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