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
|SOURCE Genmab A/S|
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