Restricted stock units

In 2014, Genmab A/S established a Restricted Stock Units Program (the RSU Program) as part of incentive-based compensation for the Board of Directors and Executive Management.  The RSU program was amended in December 2016 to allow for grants of Restricted Stock Units (RSUs) to employees of Genmab A/S and its directly and indirectly owned subsidiaries. The RSU program is meant to provide an incentive for program participants to establish and achieve sustainable long term goals for the company which are in line with the creation of value for Genmab shareholders.

Grants of RSUs to members of the Board of Directors and Executive Management are subject to the general guidelines for incentive-based remuneration of the Board of Directors and Executive Management. Under these guidelines members of the Board of Directors may only be granted RSUs whereas members of the Executive Management may be granted RSUs or a combination of RSUs and warrants. The guidelines were most recently amended and adopted by the Annual General Meeting in March 2017 and are now included in Genmab A/S’ Remuneration Principles which are available at the company’s website: http://ir.genmab.com/charters.cfm.

RSUs are granted by the Board of Directors on the basis of authorizations to repurchase shares given to it by the shareholders. The Board of Directors currently holds an authorization to repurchase up to 500,000 Genmab shares. This authorization was adopted by the Annual General Meeting in March 2016 and shall remain in force for a period ending March 17, 2021.

Under the terms of the RSU Program, each RSU shall provide a participant with a right and obligation to receive one share in Genmab A/S.  RSUs vest three years after the grant subject to vesting conditions set out in the RSU Program. The value of each share at the time of vesting is equal to the closing price at Nasdaq Copenhagen.

The first grant of RSUs under the RSU Program was made in December 2014. The total number of RSUs granted under the RSU Program amounts to 115,895. On March 31, 2017 a total of 110,786 RSUs were outstanding.

June 20, 2017