Summary: Genmab to hold Annual General Meeting on April 19, 2007.
Copenhagen, Denmark; March 29, 2007 - Genmab A/S (CSE: GEN) summon the Annual
General Meeting on Thursday April 19, 2007 at 2:00 pm CEST at the Radisson SAS
Royal Hotel, Hammerichsgade 1, 1611 Copenhagen V, Denmark.
Agenda:
1. Report of the Board of Directors on the Company's activities during the year.
2. Presentation of the audited Annual Report for approval and the discharge of
the Board of Directors and the Management from their obligations.
3. Decision as to the settlement of loss according to the approved Annual
Report.
The Board of Directors proposes that the year's loss of DKK 438 million be
carried forward by transfer to accumulated deficit.
4. Election of members of the Board of Directors.
Pursuant to Article 13 of the Company's Articles of Association, the members of
the Board of Directors are elected for periods of three years. The election
period for Anders Gersel Pedersen expires at the General Meeting. The Board of
Directors proposes to re-elect Anders Gersel Pedersen for a further three year
period.
The Board of Directors further proposes that Burton G. Malkiel and Hans Henrik
Munch-Jensen are elected as new members of the Board of Directors for a three
year period and a two year period respectively so that the Board of Directors be
composed by seven members.
About Anders Gersel Pedersen
Dr. Pedersen has been a member of our Board since November 2003 and serves as
Deputy Chairman of the Board. Dr. Pedersen is Senior Vice President, Development
at H. Lundbeck A/S, Denmark. Following his degree in medicine and Research
Fellow positions at Copenhagen hospitals, Dr. Pedersen worked for Eli Lilly for
eleven years; ten of these as a director of worldwide clinical research in
oncology, before joining Lundbeck in 2000. At Lundbeck Dr. Pedersen is
responsible for the development of the product pipeline including the clinical
research. He is a member of the European Society of Medical Oncology, the
International Association for the Study of Lung Cancer, the American Society of
Clinical Oncology, the Danish Society of Medical Oncology and the Danish Society
of Internal Medicine and serves on the boards of TopoTarget A/S, Alk-Abelló A/S
and Lundbeck Cognitive Therapeutics A/S (also a member of the management). Dr.
Pedersen received his medical degree and a doctoral degree in neuro-oncology
from the University of Copenhagen and a BSc in Business Administration from the
Copenhagen Business School.
About Burton G. Malkiel
Dr. Malkiel is the Chemical Bank Chairman's Professor of Economics at Princeton
University. His specialties include financial markets, portfolio management,
corporate finance, investments and securities valuation. He is widely published
in finance, the valuation of stocks and bonds and the operation of financial
markets in the United States. Dr. Malkiel was previously professor of Economics,
the Gordon S. Rentschler Professor of Economics and Director of the Financial
Research Center at Princeton University. He has also served as a member of the
Council of Economic Advisors under the administration of US President Gerald R.
Ford and was Dean at the School of Management and the William S. Beinecke
Professor of Management at Yale University. Dr. Malkiel served as an officer in
the United States Army Finance Corps before earning his doctoral degree. Dr.
Malkiel is an investment committee member of the American Philosophical Society
and the Corvina Foundation and serves on the board of Vanguard Group Ltd. He
received his B.A. degree in Economics from Harvard University, a Masters of
Business Administration from Harvard Graduate School of Business Administration
and a doctorate in Economics and Finance from Princeton University.
About Hans Henrik Munch-Jensen
Mr. Munch-Jensen was Executive Vice President, CFO of H. Lundbeck A/S from 1998
to 2007, where he was responsible for overseeing the company's finance and
investor relations activities. He previously served as a politics and finance
columnist for the newspaper Dagbladet Børsen and as Vice President of the
Copenhagen Stock Exchange. He was a member of various Lundbeck boards as well
as the European Federation of Pharmaceutical Industries and Associations (EFPIA)
and is currently a board member of Vækstforum, Region Hovedstaden. Mr.
Munch-Jensen received his master in Political Science from the University of
Aarhus.
Burton G. Malkiel is 74 years old and will thus exceed the age limit stated in
the articles of association, cf. article 13, during the proposed three year
term. Election therefore requires that the proposal is adopted by the same
majority as that demanded for adoption of a resolution to alter the articles of
association.
5. Election of auditor.
The Board of Directors proposes re-election of PricewaterhouseCoopers, State
Authorized Accountants as the Company's elected auditor.
6. Proposals from the Board of Directors and/or the shareholders:
(a) The Board of Directors proposes to amend Article 4A of the Articles of
Association, authorizing the Board of Directors to issue new shares, so that the
authorization is increased from nominally DKK 10,528,798 shares to nominally DKK
15,000,000 shares and so that it is prolonged to 5 years from this General
Meeting. The Board also proposes to amend article 4A so that, within the
15,000,000 shares - the Board may issue up to nominally DKK 2,000,000 shares
(including bonus shares) to employees of the Company and its subsidiaries. The
proposal serves to ensure that the Board of Directors is able to use share
issues in connection with the entering into of partner deals, M&A activities and
in order to raise new capital to ensure the continued development of the Company
as well as to be able to attract and retain employees.
Article 4A of the Articles of Association will following the proposed change
include the following wording:
”The Board of Directors is until April 19, 2012 authorized to increase the
nominal registered share capital on one or more occasions by up to nominally DKK
15,000,000 negotiable shares issued to the bearer that shall have the same
rights as the existing shares of the Company. The capital increase can be made
by cash or by non-cash payment and with or without pre-emption rights for the
existing shareholders. Within the authorization to increase the share capital by
DKK 15,000,000 shares, the Board of Directors may on one or more occasions and
without pre-emption rights for the existing shareholders of the Company issue up
to DKK 2,000,000 shares to employees of the Company and its subsidiaries by cash
payment at market price or at a discount price as well as by the issue of bonus
shares. No transferability restrictions or redemption obligations shall apply to
the new shares which shall be negotiable instruments issued to the bearer. The
new shares shall give right to dividends and other rights as determined by the
Board in its resolution to increase the capital.”
(b) Under the existing authorization for the Board of Directors to issue
warrants in Article 6A of the Articles of Association 2,295,575 warrants remain
un-issued. The Board proposes to amend Article 6A by inserting a new section 5
authorizing the issue of additional warrants - without pre-emption rights for
the existing shareholders - that give the right to subscribe up to nominally DKK
1,000,000 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, to be able to offer warrants as part
of the employment or affiliation with the Company etc. Article 6A section 5 et
seq. following the proposed change are set out below:
“Moreover, by decision of the General Meeting on April 19, 2007 the Board of
Directors is authorized to issue on one or more occasions warrants to subscribe
the Company's shares up to a nominal value of DKK 1,000,000 and to make the
related capital increases in cash up to a nominal value of DKK 1,000,000. This
authorization shall remain in force for a period ending on April 19, 2012.
The authorizations entitle the Board of Directors to issue warrants 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 in that it is
noted that pursuant to the authorization originally granted on April 24, 2003
(as prolonged in accordance with the first full section of this Article 6A) no
warrants can be granted to members of the Board of Directors or registered
managers to whom warrants have previously been issued. The existing shareholders
of the Company shall not have a right of pre-emption in connection with the
issue of warrants based on these authorizations. One warrant shall give the
right to subscribe one share with a nominal value of DKK 1 at a subscription
price per share determined by the Board of Directors which, however, shall be no
less than the market price per share of the Company's shares at the time of
issue.
The exercise period for the issued warrants shall be determined by the Board of
Directors.
The Board of Directors is authorized to set out more detailed terms for the
warrants that are to be issued based on these authorizations.
The existing shareholders of the Company shall not have a right of pre-emption
in connection with issue of shares on the basis of warrants. The shares that
are issued through the exercise of warrants shall have the same rights as
existing shares cf. these Articles of Association […].”
(c) 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 per cent 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. A similar authorization was granted on last
year's Annual General Meeting.
(d) The Board of Directors proposes to amend article 7 section 1 of the Articles
of Association as a consequence of VP Investor Services A/S' acquisition of the
shareholder registry activities from Danske Bank A/S.
Article 7 section 1 of the Articles of Association will following the proposed
change include the following wording:
“The shares are issued to the bearer and they may be entered in the name of
their holders in the Company's Register of Shareholders. Until the board decides
otherwise the register of shareholders shall be kept by VP Investor Services A/S
(VP Services A/S), currently located at Helgeshøj Allé 61, P.O. Box 20, 2630
Taastrup, which has been designated as the Company's registrar.”
(e) As a consequence of a change of the Danish Companies Act it is now required
that the callings for the Company's general meetings are published in the
computer information system of the Danish Commerce and Companies Agency. The
Board of Directors proposes to amend article 9 section 4 of the Articles of
Association to reflect this.
Article 9 section 4 of the Articles of Association will following the proposed
change include the following wording:
“The Board of Directors shall call the General Meeting with no less than 2
weeks' notice and not more than 4 weeks' notice by advertisements inserted in no
less than one Danish nationwide newspaper and in the computer information system
of the Danish Commerce and Companies Agency. The length of the notice shall be
reckoned from the first advertisement. General meetings shall moreover be
convened by sending a notice in writing to all shareholders having so requested,
to the address indicated to the Company.”
(f) The Board of Directors proposes to amend article 18 of the Articles of
Association to reflect the Company's application of the current accounting
regulations.
Article 18 of the Articles of Association will following the proposed change
include the following wording:
“The Company's accounts shall give a true and fair view of the Company's assets
and liabilities, of its financial position, and profit and loss, in accordance
with Danish financial reporting rules, international financial reporting
standards (IFRS) and possibly US GAAP.”
Adoption of the proposals 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.
__________
At the latest, 8 days before the Annual General Meeting the agenda, the complete
proposals as well as the Annual Report will be made available to the Company's
shareholders at the Company's offices at Toldbodgade 33, 1253 Copenhagen K,
Denmark. The documents are also available at the Company's website,
www.genmab.com.
Admission card: Any shareholder is entitled to attend the Annual General Meeting
after having submitted a request for an admission card no later than Monday
April 16, 2007 at 4:00 PM CEST. Admission cards may be requested by contacting
VP Investor Services A/S, telephone +45 43 58 88 66 or fax +45 43 58 88 67.
Alternatively via www.genmab.com or www.uk.vp.dk/agm.
Shareholders who are not able to participate in the General Meeting may grant
proxy to the Board of Directors or to a person appointed by the shareholder.
Any shareholder, to whom admission card already has been issued, but who is
prevented from attending the Annual General Meeting is kindly asked to notify
the company - preferably before Wednesday April 18, 2007.
Copenhagen, March 29, 2007
On behalf of the Board of Directors
MICHAEL B. WIDMER
Chairman
About Genmab A/S
Genmab A/S is a biotechnology company that creates and develops human antibodies
for the treatment of life-threatening and debilitating diseases. Genmab has
numerous products in development to treat cancer, infectious disease, rheumatoid
arthritis and other inflammatory conditions, and intends to continue assembling
a broad portfolio of new therapeutic products. At present, Genmab has multiple
partnerships to gain access to disease targets and develop novel human
antibodies including agreements with Roche and Amgen. A broad alliance provides
Genmab with access to Medarex, Inc.'s array of proprietary technologies,
including the UltiMAb(R) platform for the rapid creation and development of
human antibodies to virtually any disease target. In addition, Genmab has
developed UniBody(TM), a new proprietary technology that creates a stable,
smaller antibody format. Genmab has operations in Europe and the US. For more
information about Genmab, 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-EGFr(TM);
HuMax-Inflam(TM); HuMax-CD20(TM); HuMax-TAC(TM); HuMax-HepC(TM), HuMax-CD38(TM);
HuMax-ZP3(TM); and UniBody(TM) are all trademarks of Genmab A/S.
UltiMAb(R) is a trademark of Medarex, Inc.
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. 13/2007
