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Genmab A/S - Notice to Convene Annual General Meeting
Date:4/7/2008

ators of inflammation. He was instrumental in the development of Enbrel, a soluble receptor for TNF marketed by Amgen and Wyeth Ayerst for the treatment of rheumatoid arthritis. He received a Ph.D. in genetics from the University of Wisconsin in 1976 and completed a postdoctoral fellowship in Immunology at the Swiss Institute for Experimental Cancer Research in Lausanne, Switzerland.

About Karsten Havkrog Pedersen

Mr. Pedersen has been a member of our board since March 2002. He has more than 25 years experience as an attorney within Danish corporate law and corporate governance. Mr. Pedersen has been a partner in the law firm Hjejle, Gersted & Mogensen since 1981. He was admitted as barrister to the Supreme Court of Justice in 1983. Mr. Pedersen was a member of the Danish Appeal Board (2000-2003) and was a member of the Danish Bar and Law Society, Committee of Legal Affairs (2001-2007). From 1991-2004, he was a member of the Editorial Committee of the Danish legal magazine Lov & Ret. Mr. Pedersen is a member of the board for BIG Fonden and its subsidiaries and other Danish legal entities.

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 pursuant to the current Article 5 have been exercised or have lapsed as non exercised on 26 September 2007. Consequently, it is proposed that both the current Article 5 of the Articles of Association and the related Schedule A are removed from the Articles.

(b) The contents of Article 6 of the Articles of Association have been removed on August 30, 2005 and it is proposed that the reference to this removal is deleted.

(c) As a reflection of the removal of Articles 5 and 6, cf. (a) and (b) above, it is proposed that the current Article 6A will be renumbered Article 5. T
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