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

he current Articles 7 through 14 will be renumbered accordingly.

(d) Under the existing authorization for the Board of Directors to issue warrants in the current Article 6A (changed to Article 5, cf. (c) above) of the Articles of Association 1,776,200 warrants remain un-issued. The Board proposes to amend Article 5 to authorize the issue of 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. The Board of Directors believes that it is necessary for the Company, in order for it to be able to retain and attract a sufficient number of qualified employees, board members and consultants on an ongoing basis, to be able to offer warrants as part of the employment or affiliation with the Company etc.

In Article 5 it is further proposed to add that the Board of Directors have exercised the authorizations contained in Article 5 as stipulated in a new Schedule A, which is attached as an integral part of the Articles of Association.

(e) Pursuant to the Company's warrant programmes from 1999-2003, past employees etc. who exercise warrants may - depending on the period of employment - be obligated to sell back to the Company between 0-100% of the shares subscribed. In order that the Company may itself make the buy-back right effective with respect to such shares, the Board of Directors requests authorization cf. 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 considerat
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