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

ion for such shares shall be equal to the exercise price paid for the shares in question. A similar authorization was granted on last year's Annual General Meeting.

(f) 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 (convertible loans).

(g) In the current Article 9 (changed to Article 8 cf. (c) above) it is proposed to discontinue the requirement of publishing the notice for the General Meeting in a Danish nationwide newspaper and instead publish the notification 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.

(h) In the current Article 13 (changed to Article 12 cf. (c) above) it is proposed 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. A third (1/3) of the members of the Board of Directors shall be up for election each year.

(i) It is proposed to adopt general guidelines for incentive-based remuneration for the Board of Directors and Executive Management and to add a new Article 14 to reflect that such guidelines have been adopted.

Adoption of the proposals under item 6 (a) to 6 (h) of the agenda to amend the Articles of Association requires that each such proposal is adopted by an affirmative vote of not less than 2/3 of the votes cast as well as of the voting share capital represented at the Annual General Meeting.

As per March 31, 2008 the Company's share capital amounts to DKK 44,519,8
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SOURCE Genmab A/S
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