​

​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

​
FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE MONTH OF MARCH 2021

COMMISSION FILE NUMBER 001-38976

Genmab A/S
(Exact name of Registrant as specified in its charter)

Kalvebod Brygge 43

1560 Copenhagen V

Denmark

+45 70 20 27 28
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ⌧ Form 40-F ◻

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1)

Yes ◻ No ⌧

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7)

Yes ◻ No ⌧

This report on Form 6-K shall be deemed to be incorporated by reference in Genmab A/S’s registration statements on Form S-8 (File No. 333-232693) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

​

​

​

​

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

​

DATE: March 9, 2021

​

EXHIBIT INDEX

​

Exhibit 99.1

​

Notice to Convene the Annual General Meeting of Genmab A/S

​

Company Announcement

​

​

COPENHAGEN, Denmark; March 9, 2021 – Genmab A/S (Nasdaq: GMAB) summons the Annual General Meeting on Tuesday, April 13, 2021 at 14:00 PM CET. Due to the COVID-19 pandemic the annual general meeting will be held as a wholly virtual general meeting without physical attendance in accordance with the Danish Executive Order no. 2240 of December 29, 2020.

​

The notice for the Annual General Meeting, including Appendix 1: Candidates for the Board of Directors and Appendix 2: Proposed amended Remuneration Policy is attached.

​

About Genmab

Genmab is an international biotechnology company with a core purpose to improve the lives of patients with cancer. Founded in 1999, Genmab is the creator of multiple approved antibody therapeutics that are marketed by its partners. The company aims to create, develop and commercialize differentiated therapies by leveraging next-generation antibody technologies, expertise in antibody biology, translational research and data sciences and strategic partnerships. To create novel therapies, Genmab utilizes its next-generation antibody technologies, which are the result of its collaborative company culture and a deep passion for innovation. Genmab’s proprietary pipeline consists of modified antibody candidates, including bispecific T-cell engagers and next-generation immune checkpoint modulators, effector function enhanced antibodies and antibody-drug conjugates. The company is headquartered in Copenhagen, Denmark with locations in Utrecht, the Netherlands, Princeton, New Jersey, U.S. and Tokyo, Japan. For more information, please visit Genmab.com.

​

Contact:
Marisol Peron, Senior Vice President, Global Investor Relations & Communications

T: +1 609 524 0065; E: mmp@genmab.com

​

For Investor Relations:

Andrew Carlsen, Senior Director, Head of Investor Relations

T: +45 3377 9558; E: acn@genmab.com

​
This Company Announcement 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 pre-clinical and clinical development of products, 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 or technologies obsolete, and other factors. For a further discussion of these risks, please refer to the risk management sections in Genmab’s most recent financial reports, which are available on www.genmab.com and the risk factors included in Genmab’s most recent Annual Report on Form 20-F and other filings with the U.S. Securities and Exchange Commission (SEC), which are available at www.sec.gov. Genmab does not undertake any obligation to update or revise forward looking statements in this Company Announcement nor to confirm such statements to reflect subsequent events or circumstances after the date made or in relation to actual results, unless required by law.

​
Genmab A/S and/or its subsidiaries own the following trademarks: Genmab^®; the Y-shaped Genmab logo^®; Genmab in combination with the Y-shaped Genmab logo^®; HuMax^®; DuoBody^®; DuoBody in combination with the DuoBody logo^®; HexaBody^®; HexaBody in combination with the HexaBody logo^®; DuoHexaBody^®; HexElect^®; and UniBody^®. Arzerra^® and Kesimpta^® are trademarks of Novartis AG or its affiliates. DARZALEX^® and DARZALEX FASPRO^® are trademarks of Janssen Pharmaceutica NV. TEPEZZA^® is a trademark of Horizon Therapeutics plc.

​

​

​

​

​

​

To the Shareholders of Genmab A/S

​

​

​

​

​

​

​

March 9, 2021

ANNUAL GENERAL MEETING

​

Genmab A/S (in the following the “Company”) hereby invites its shareholders to attend the Annual General Meeting on

​

Tuesday April 13, 2021 at 14:00 PM CEST

​

Due to the COVID-19 pandemic the annual general meeting will be held as a wholly virtual general meeting without physical attendance in accordance with the Danish Executive Order no. 2240 of December 29, 2020.

​

Agenda:

​

​

​

​

​

​

​

​

​

​

​

​

​

1

​

​

​

​

​

​

​

Complete Proposals

​

Re item 1 on the agenda:

​

It is proposed to take note of the report of the Board of Directors.

​

​

Re item 2 on the agenda:

​

It is proposed to adopt the audited Annual Report 2020 and to grant discharge to Board of Directors and Executive Management.

​

​

Re item 3 on the agenda:

​

It is proposed that the profit of DKK 4,758 million for the accounting year 2020 be carried forward by transfer to retained earnings.

​

​

Re item 4 on the agenda:

​

It is proposed to approve the 2020 Compensation Report.

​

​

Re item 5 on the agenda:

​

Pursuant to Article 12 of the Company’s Articles of Association, the members of the Board of Directors are elected for periods of one year. The election period for Deirdre P. Connelly, Pernille Erenbjerg, Rolf Hoffmann, Dr. Paolo Paoletti, Jonathan Peacock and Dr. Anders Gersel Pedersen expires at this General Meeting. The Board of Directors proposes to re-elect Deirdre P. Connelly, Pernille Erenbjerg, Rolf Hoffmann, Dr. Paolo Paoletti, Jonathan Peacock and Dr. Anders Gersel Pedersen for a one-year period.

​

Information on the nominated candidates including details on their special competencies and additional executive functions/directorships is included in Appendix 1.

​

Re item 6 on the agenda:

​

The Board of Directors proposes re-election of PricewaterhouseCoopers, Statsautoriseret Revisionspartnerselskab as the Company’s elected auditor in accordance with the Audit and Finance Committee's recommendation. The Audit and Finance Committee has not been influenced by third parties and has not been subject to any agreement with third parties, which limits the General Meeting’s choice to certain auditors or audit firms.

​

​

2

​

​

Re item 7 (a) on the agenda:

​

The Board of Directors proposes that the fees for members of the Board of Directors, including the committees thereof, in 2021 shall be as set out below and in accordance with the proposed amended Remuneration Policy for the Board of Directors and the Executive Management of Genmab A/S, see agenda item 7(b) and 7(c):

​

​

Compared to the 2020 remuneration, the proposed base fee for members of the Board of Directors is increased from DKK 400,000 to DKK 600,000. The Board of Directors believes that this ensures that Genmab A/S, as it grows in both complexity and size, can continue to attract and retain highly-qualified board members from the U.S. and around the world, who are able to commit their skills, experience and time to the Board of Directors. All other board fees remain unchanged.

​

The proposed increase of the base fee should be seen in conjunction with the proposed reduction of the multiplier for the Chair and Deputy Chair set out in item 7(b).

​

Members of the Board of Directors will furthermore receive share-based instruments in the form of restricted stock units in accordance with the proposed amended Remuneration Policy for the Board of Directors and the Executive Management of Genmab A/S.

​

Re item 7 (b) on the agenda:

​

The Board of Directors proposes to decrease the base fee multiplier for the Chair (changes from three (3) times to two (2) times the base fee) and Deputy Chair (changes from two (2) times to one and a half (1.5) times the base fee) and amend this element of the Remuneration Policy for the Board of Directors and the Executive Management of Genmab A/S accordingly. The proposed amendment described in this agenda item 7(b) is reflected in the attached Appendix 2, which is a compare version of all proposed amendments to the wording of the Remuneration Policy for the Board of Directors and the Executive Management of Genmab A/S¹.

​

Re item 7 (c) on the agenda:

​

The Board of Directors proposes to adopt certain other changes to the Remuneration Policy for the Board of Directors and the Executive Management of Genmab A/S. The changes are designed to take account of the views expressed by some of our major shareholders during the engagement process in 2019 and 2020 and

¹ I.e. changes to the format or the placing of a paragraph is not highlighted as an amendment in Appendix 2.

3

​

​

intended to enable Genmab to maintain a market competitive compensation program that is aligned with its compensation principles.

​

The proposed amendments include:

​

Board of Directors and Executive Management policy amendments

​

As a result of the proposed introduction of “double trigger” vesting, the accelerated vesting of warrant and RSU awards in change of control events will cease to be automatic and the awards will be subject to accelerated vesting only in the event of a qualifying termination of service following a change of control or if the acquiring company fails to equitably assume the RSUs, i.e. roll over or exchange into equivalent awards.

​

The proposed amendment to the vesting provisions ensures that members of the Board of Directors may be treated as “good leavers” and RSUs may continue to vest on a pro-rated basis even when such members resign from the Board of Directors. This addresses the concerns of some investors that the lapsing of RSUs, when a board member ceases to be a member of the Board of Directors, may impair his or her independence.

​

Executive Management policy amendments

​

The proposed amendments further include various minor and/or linguistic changes as well as some changes to the structure.

​

During 2020, the Company’s Compensation Committee retained the services of independent compensation advisers to support a review of Genmab’s compensation. The review was made in light of Genmab’s business strategy and the feedback we have received from our shareholders as well as the voting guidance services in connection with a program of engagement with our largest shareholders and the voting guidance services, which was conducted in 2019 and reiterated in 2020. We appreciate the feedback we have received and have summarized the feedback and the Company’s response in the 2020 Compensation Report – see https://ir.genmab.com/governance/compensation.

​

The elements of the proposed Remuneration Policy are designed to be competitive when compared to the compensation programs and levels of compensation in other similar international biotech and biopharmaceutical companies in the U.S. and in Europe.

​

The proposed Remuneration Policy has been designed to align the interests of shareholders and the Company’s Board of Directors and Executive Management and will allow the Company to position pay, in a way that enables us to create compensation packages which are attractive internationally and, at the same time, in alignment with our values.

​

4

​

​

The proposed amendments described in this agenda item 7(c)  are reflected in the attached Appendix 2, which is a compare version of all proposed amendments to the wording of the Remuneration Policy for the Board of Directors and the Executive Management of Genmab A/S².

​

Re item 7 (d) on the agenda:

​

The Board of Directors proposes that the Annual General Meeting authorizes the Board of Directors to allow the Company to acquire treasury shares up to a total nominal amount of DKK 500,000 and until and including April 12, 2026. The purchase price for the relevant shares may not deviate by more than 10% from the price quoted on Nasdaq Copenhagen A/S at the time of the acquisition. Such shares may only be acquired to the extent that the Company’s total holding of treasury shares does not at any time exceed a nominal value of 10% of the share capital. The main purpose of the authorization is for the Company to be able to purchase treasury shares in order to settle the obligation to deliver shares and/or American Depository Shares (ADS) to employees, the Executive Management and/or Board Directors pursuant to the Company's share-based remuneration programs.

​

​

Re item 7 (e) on the agenda:

​

The Board of Directors proposes to replace the Board of Directors’ authorizations in Article 4A (to issue new shares) and Article 5A (to issue convertible debt instruments) of the Articles of Association with new authorizations to the Board of Directors to issue new shares and convertible debt instruments respectively, which collectively can be utilized to increase the share capital of the Company up to a total nominal amount of DKK 5,500,000 with and without preemption right for the existing shareholders, respectively for a period of five (5) years from the date of this General Meeting and thereby to amend Articles 4A and 5A and to adopt a new Article 5B as set forth below:

​

"§ 4A.

The Board of Directors is until and including April 12, 2026 authorized to increase the nominal registered share capital on one or more occasions without pre-emption rights for the existing shareholders by up to nominally DKK 5,500,000 by subscription of new shares 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. Within the authorization to increase the share capital by nominally DKK 5,500,000 shares, the Board of Directors may on one or more occasions and without preemption rights for the existing shareholders of the Company issue up to nominally DKK 2,000,000 shares to employees of the Company and the Company’s directly and indirectly owned 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. The shares shall be negotiable instruments, issued in the name of the holder and registered in the name of the holder in the Company’s Register of Shareholders. The new shares shall give right to dividends and other rights as determined by the Board of Directors in its resolution to increase the capital.

​

Further, the Board of Directors is until and including April 12, 2026 authorized to

increase the nominal registered share capital on one or more occasions with preemption rights for the existing shareholders by up to nominally DKK 5,500,000 by subscription of new shares 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. No transferability restrictions or redemption obligations shall apply to the new shares. The shares shall be negotiable instruments, issued in the name of the holder and registered in the name of the holder in the Company’s Register of Shareholders. The new shares shall give right to dividends and other rights as determined by the Board of Directors in its resolution to increase the capital.

​

In connection with the exercise of the authorizations in this Article 4A, the Board of Directors may, however, not increase the nominal share capital by more than a total of DKK 5,500,000.

² I.e. changes to the format or the placing of a paragraph is not highlighted as an amendment in Appendix 2.

​

5

​

​

​

§ 5A.

The Board of Directors shall be authorized, until and including April 12, 2026, by one or more issues to issue convertible debt instruments up to a maximum amount of DKK 6.5 billion with a right for the lender to convert his claim to a maximum of nominally DKK 2,600,000 new shares. However, the nominal increase of the share capital may be higher due to subsequent adjustments of the convertible debt instruments in accordance with the adjustment clauses determined by the Board of Directors when the convertible debt instruments are issued. Convertible debt instruments may be raised in DKK or the equivalent in foreign currency (including US dollar (USD) or euro (EUR)) computed at the rates of exchange ruling at the day of loan. The Board of Directors is also authorized to effect the consequential increase of the capital. Convertible debt instruments may be issued against payment in cash or in other ways. The subscription of shares shall be without pre-emption rights for the shareholders and the convertible debt instruments shall be offered at a subscription price and conversion price that in the aggregate at least corresponds to the market price of the shares at the time of the decision of the Board of Directors. The time limit for conversion may be fixed for a longer period than five (5) years after the raising of the convertible debt instruments. The terms for raising of debt instruments as well as time and terms for the capital increase shall be decided by the Board of Directors in accordance with section 169 of the Companies Act. If the Board of Directors exercises the authorization new shares shall be negotiable instruments, issued in the name of the holder and carry dividend as of a date to be fixed by the Board of Directors. No restrictions shall apply as to the pre-emption right of the new shares, and shall rank pari passu with existing shares with respect to rights, redeemability and negotiability.

​

The Board of Directors shall be authorized, until and including April 12, 2026, by one or more issues to issue convertible debt instruments up to a maximum amount of DKK 6.5 billion with a right for the lender to convert his claim to a maximum of nominally DKK 2,600,000 new shares. However, the nominal increase of the share capital may be higher due to subsequent adjustments of the convertible debt instruments in accordance with the adjustment clauses determined by the Board of Directors when the convertible debt instruments are issued. Convertible debt instruments may be raised in DKK or the equivalent in foreign currency (including US dollar (USD) or euro (EUR)) computed at the rates of exchange ruling at the day of loan. The Board of Directors is also authorized to effect the consequential increase of the capital. Convertible debt instruments may be issued against payment in cash or in other ways. The subscription of shares shall be with pre-emption rights for the shareholders and the convertible debt instruments shall be offered at a subscription price and conversion price that in the aggregate at least corresponds to the market price of the shares at the time of the decision of the Board of Directors. The time limit for conversion may be fixed for a longer period than five (5) years after the raising of the convertible debt instruments. The terms for raising of convertible debt instruments as well as time and terms for the capital increase shall be decided by the Board of Directors in accordance with section 169 of the Companies Act. If the Board of Directors exercises the authorization new shares shall be negotiable instruments, issued in the name of the holder and carry dividend as of a date to be fixed by the Board of Directors. No restrictions shall apply as to the pre-emption right of the new shares, and shall rank pari passu with existing shares with respect to rights, redeemability and negotiability.

​

In connection with the exercise of the authorizations in this Article 5A, the Board of Directors may, however, not issue convertible debt instruments up to more than a total of DKK 6.5 billion nor increase the nominal share capital by more than a total of DKK 2,600,000 however, the nominal increase of the share capital may be higher due to subsequent adjustments of the convertible debt instruments in accordance with the adjustment clauses determined by the Board of Directors when the convertible debt instruments are issued.

​

§ 5B.

The authorizations to the Board of Directors set out in Articles 4A and 5A above combined can, subject to the limitations set forth therein, be utilized to increase the share capital by a total of nominally DKK 5,500,000 however, the nominal increase of the share capital may be higher due to subsequent adjustments of the convertible debt instruments in accordance with the adjustment clauses determined by the Board of Directors when the convertible debt instruments are issued.".

​

The proposed Articles 4A, 5A and 5B will in Danish read:

6

​

​

​

"§ 4A

Bestyrelsen er til og med den 12. april 2026 bemyndiget til ad en eller flere gange uden fortegningsret for de bestående aktionærer at udvide Selskabets registrerede aktiekapital med indtil nominelt 5.500.000 kr. ved tegning af nye aktier, der skal være ligestillet med den bestående aktiekapital. Forhøjelsen kan ske enten ved apportindskud eller kontant indbetaling. Inden for bemyndigelsen til at udvide aktiekapitalen med indtil nominelt 5.500.000 kr. aktier kan bestyrelsen, ad en eller flere gange og uden fortegningsret for selskabets bestående aktionærer, udstede indtil nominelt 2.000.000 kr. aktier til medarbejdere i selskabet og selskabets direkte og indirekte ejede datterselskaber mod kontant tegning til markedskurs eller til en kurs, der er lavere end markedskursen eller ved udstedelse af fondsaktier. For nye aktier skal der ikke gælde omsættelighedsbegrænsninger eller bestemmelser om indløsning. Aktierne skal være omsætningspapirer, og de skal lyde på navn samt noteres på navn i selskabets ejerbog. Nye aktier skal give ret til udbytte og andre rettigheder i selskabet fra det tidspunkt, bestyrelsen bestemmer i sin forhøjelsesbeslutning.

​

Endvidere er bestyrelsen til og med den 12. april 2026 bemyndiget til ad en eller flere gange med fortegningsret for de bestående aktionærer at udvide selskabets aktiekapital med indtil nominelt 5.500.000 kr. ved tegning af nye aktier, der skal være ligestillet med den bestående aktiekapital. Forhøjelsen kan ske enten ved apportindskud eller kontant indbetaling. For nye aktier skal der ikke gælde omsættelighedsbegrænsninger eller bestemmelser om indløsning. Aktierne skal være omsætningspapirer, og de skal lyde på navn samt noteres på navn i selskabets ejerbog. Nye aktier skal give ret til udbytte og andre rettigheder i selskabet fra det tidspunkt, bestyrelsen bestemmer i sin forhøjelsesbeslutning.

​

Ved udnyttelse af bemyndigelserne i denne § 4A kan bestyrelsen dog maksimalt forhøje selskabets aktiekapital med i alt nominelt 5.500.000 kr.

​

§ 5A

Selskabet kan til og med den 12. april 2026 efter bestyrelsens nærmere be-stemmelse ad én eller flere gange udstede konvertible gældsbreve på op til maksimalt DKK 6,5 mia. med en ret for långiver til at konvertere sin fordring til maksimalt nominelt DKK 2.600.000 nye aktier. Dog kan antallet af aktier blive højere på grund af efterfølgende reguleringer af de konvertible gældsbreve i henhold til de reguleringsbestemmelser, der er fastlagt af bestyrelsen ved udstedelsen af de konvertible gældsbreve. Konvertible gældsbreve kan udstedes i danske kroner eller modværdien heraf i udenlandsk valuta (herunder amerikanske dollar (USD) eller euro (EUR)) opgjort til de på udstedelsestidspunktet gældende kurser. Bestyrelsen bemyndiges samtidig til at gennemføre den dertil hørende kapitalforhøjelse. Konvertible gældsbreve kan udstedes mod kontant indbetaling eller på anden måde. Tegningen skal ske uden fortegningsret for aktionærerne og de konvertible gældsbreve skal udbydes til en tegningskurs og konverteringskurs, som under ét mindst svarer til aktiernes markedskurs på tidspunktet for bestyrelsens beslutning. Konverteringsfristen kan fastlægges til en længere periode end fem (5) år efter udstedelsen af det konvertible gældsbrev. Vilkårene for udstedelse af konvertible gældsbreve samt tidspunkt og vilkår for kapitalforhøjelsen fastsættes af bestyrelsen i overensstemmelse med selskabslovens § 169. Nye aktier, der udstedes som følge af bestyrelsens udnyttelse af bemyndigelsen skal være omsætningspapirer, udstedes på navn og bære udbytte fra det tidspunkt, der fastsættes af bestyrelsen. Der skal ikke gælde nogle indskrænkninger i de nye aktiers fortegningsret, og disse skal med hensyn til rettigheder, indløselighed og omsættelighed være stillet som eksisterende aktier.

​

Selskabet kan til og med den 12. april 2026 efter bestyrelsens nærmere be-stemmelse ad én eller flere gange udstede konvertible gældsbreve på op til maksimalt DKK 6,5 mia. med en ret for långiver til at konvertere sin fordring til maksimalt nominelt DKK 2.600.000 nye aktier. Dog kan antallet af aktier blive højere på grund af efterfølgende reguleringer af de konvertible gældsbreve i henhold til de reguleringsbestemmelser, der er fastlagt af bestyrelsen ved udstedelsen af de konvertible gældsbreve. Konvertible gældsbreve kan udstedes i danske kroner eller modværdien heraf i udenlandsk valuta (herunder amerikanske dollar (USD) eller euro (EUR)) opgjort til de på udstedelsestidspunktet gældende kurser. Bestyrelsen bemyndiges samtidig til at gennemføre den dertil hørende kapitalforhøjelse. Konvertible gældsbreve kan udstedes mod kontant indbetaling eller på anden måde. Tegningen skal ske med fortegningsret for aktionærerne og de konvertible gældsbreve skal udbydes til en tegningskurs og konverteringskurs, som under ét mindst svarer til aktiernes markedskurs på tidspunktet for bestyrelsens

7

​

​

beslutning. Konverteringsfristen kan fastlægges til en længere periode end fem (5) år efter udstedelsen af det konvertible gældsbrev. Vilkårene for udstedelse af konvertible gældsbreve samt tidspunkt og vilkår for kapitalforhøjelsen fastsættes af bestyrelsen i overensstemmelse med selskabslovens § 169. Nye aktier, der udstedes som følge af bestyrelsens udnyttelse af bemyndigelsen skal være omsætningspapirer, udstedes på navn og bære udbytte fra det tidspunkt, der fastsættes af bestyrelsen. Der skal ikke gælde nogle indskrænkninger i de nye aktiers fortegningsret, og disse skal med hensyn til rettigheder, indløselighed og omsættelighed være stillet som eksisterende aktier.

​

Ved udnyttelse af bemyndigelserne i denne § 5A kan bestyrelsen dog maksimalt udstede konvertible gældsbreve på op til i alt DKK 6,5 mia. og maksimalt forhøje selskabets aktiekapital med i alt nominelt DKK 2.600.000. Dog kan antallet af aktier blive højere på grund af efterfølgende reguleringer af de konvertible gældsbreve i henhold til de reguleringsbestemmelser, der er fastlagt af bestyrelsen ved udstedelsen af de konvertible gældsbreve.

​

§ 5B

Bemyndigelserne til bestyrelsen i henhold til § 4A og § 5A ovenfor kan, med forbehold af de deri nævnte begrænsninger, tilsammen udnyttes til at forhøje selskabets kapital med op til nominelt DKK 5.500.000. Dog kan antallet af aktier blive højere på grund af efterfølgende reguleringer af de konvertible gældsbreve i henhold til de reguleringsbestemmelser, der er fastlagt af bestyrelsen ved udstedelsen af de konvertible gældsbreve."

​

Re item 7(f) on the agenda:

​

The Board of Directors proposes that Article 5 of the Company's Articles of Association be amended so that the Board of Directors is authorized to issue up to an additional 750,000 warrants to employees of the Company as well as employees of the Company’s directly and indirectly owned subsidiaries (excluding the Company's Executive Management), entitling the holder to subscribe for shares in the Company up to a nominal value of DKK 750,000. With this authorization to issue up to an additional 750,000 warrants, the potential dilution (including the outstanding warrants and the aggregate unused part of the existing authorizations) is kept below 5% of the share capital. The proposal means that Article 5 will read as follows:

​

"§ 5.

By decision of the General Meeting on March 28, 2017 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 500,000 and to make the related capital increases in cash up to a nominal value of DKK 500,000. The Board of Directors has issued 394,489 warrants and re-issued 58,840 warrants under this authorization. This authorization shall remain in force for a period ending on March 28, 2022.

​

Furthermore, by decision of the General Meeting on March 29, 2019 the Board of Directors is authorized to issue on one or more occasions additional warrants to subscribe the Company’s shares up to a nominal value of DKK 500,000 to the Company's employees as well as employees of the Company’s directly and indirectly owned subsidiaries, excluding the Company's executive management, and to make the related capital increases in cash up to a nominal value of DKK 500,000. The Board of Directors has issued 398,301 warrants and re-issued 20,439 warrants under this authorization. This authorization shall remain in force for a period ending on March 28, 2024.

​

Furthermore, by decision of the General Meeting on April 13, 2021 the Board of Directors is authorized to issue on one or more occasions additional warrants to subscribe the Company’s shares up to a nominal value of DKK 750,000 to the Company's employees as well as employees of the Company’s directly and indirectly owned subsidiaries, excluding the Company's executive management, and to make the related capital increases in cash up to a nominal value of DKK 750,000, however, the nominal increase of the share capital may be higher due to subsequent adjustments of the warrants in accordance with the adjustment clauses determined by the Board of Directors when the warrants are issued. This authorization shall remain in force for a period ending on April 12, 2026.

​

8

​

​

The authorizations entitle the Board of Directors to issue warrants to the Company’s employees as well as employees of the Company’s directly and indirectly owned subsidiaries however, with the authorizations of March 29, 2019 and April 13, 2021 not comprising the Company's executive management. Subject to the rules in force at any time, the Board of Directors may re-use or re-issue lapsed nonexercised warrants, if any, provided that the re-use or re-issue occurs under the same terms and within the time limitations set out in this authorization. Re-use is to be construed as the Board of Directors' entitlement to let another party enter into an existing agreement on warrants. Re-issue is to be construed as the Board of Directors' option to re-issue new warrants under the same authorization, if previously issued warrants have lapsed. 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 preemption 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.".

​

​

The proposed Article 5 will in Danish read:

​

"§ 5

Ved generalforsamlingsbeslutning af 28. marts 2017 er bestyrelsen bemyndiget til ad en eller flere gange at udstede warrants til tegning af selskabets aktier med indtil nominelt 500.000 kr. og til at gennemføre de dertil relaterede kontante kapitalforhøjelser på indtil nominelt 500.000 kr. Bestyrelsen har udstedt 394.489 warrants samt genudstedt 58.840 warrants under denne bemyndigelse. Denne bemyndigelse skal være gældende i perioden frem til 28. marts 2022.

​

Yderligere er bestyrelsen ved generalforsamlingsbeslutning af 29. marts 2019 bemyndiget til ad en eller flere gange at udstede yderligere warrants til tegning af selskabets aktier med indtil nominelt 500.000 kr. til selskabets medarbejdere samt medarbejdere i selskabets direkte og indirekte ejede datterselskaber, med undtagelse af medlemmerne af selskabets direktion, og til at gennemføre de dertil relaterede kontante kapitalforhøjelser på indtil nominelt 500.000 kr. Bestyrelsen har udstedt 398.301 warrants samt genudstedt 20.439 warrants under denne bemyndigelse Denne bemyndigelse skal være gældende i perioden frem til 28. marts 2024.

​

Yderligere er bestyrelsen ved generalforsamlingsbeslutning af 13. april 2021 bemyndiget til ad en eller flere gange at udstede yderligere warrants til tegning af selskabets aktier med indtil nominelt 750.000 kr. til selskabets medarbejdere samt medarbejdere i selskabets direkte og indirekte ejede datterselskaber, med undtagelse af medlemmerne af selskabets direktion, og til at gennemføre de dertil relaterede kontante kapitalforhøjelser på indtil nominelt 750.000 kr., dog kan den nominelle forhøjelse af selskabskapitalen blive højere på grund af efterfølgende reguleringer af warranterne i henhold til de reguleringsbestemmelser, der er fastlagt af bestyrelsen ved udstedelsen af warranterne. Denne bemyndigelse skal være gældende i perioden frem til og med 12. april 2026.

​

Bemyndigelserne giver ret til at udstede warrants til selskabets medarbejdere samt medarbejdere i selskabets direkte og indirekte ejede datterselskaber dog med undtagelse af bemyndigelserne af 29. marts 2019 og 13. april 2021, som ikke omfatter medlemmerne af selskabets direktion. Bestyrelsen kan efter de til enhver tid gældende regler genanvende eller genudstede eventuelle bortfaldne ikke udnyttede warrants, forudsat at genanvendelsen eller genudstedelsen finder sted inden for de vilkår og tidsmæssige begrænsninger, der fremgår af denne bemyndigelse. Ved genanvendelse forstås adgang for bestyrelsen til at lade en anden aftalepart indtræde i en allerede bestående aftale om warrants. Ved genudstedelse forstås bestyrelsens mulighed for inden for samme bemyndigelse at genudstede nye warrants, hvis allerede udstedte warrants er bortfaldet. Selskabets aktionærer skal ikke have fortegningsret ved tildeling af

9

​

​

warrants i henhold til disse bemyndigelser. En warrant skal give ret til at tegne nominelt 1 kr. aktie til en af bestyrelsen fastsat tegningskurs pr. aktie, der dog ikke kan være lavere end markedskursen på selskabets aktier på tildelingstidspunktet.

​

Udnyttelsesperioden for warrants bestemmes af bestyrelsen.

​

Bestyrelsen er berettiget til at fastsætte nærmere vilkår for de warrants, der udstedes i henhold til bemyndigelserne.

​

Selskabets aktionærer skal ikke have fortegningsret til de på grundlag af warrants udstedte aktier. Aktier, der tegnes ved udnyttelse af warrants, skal have de samme rettigheder som selskabets eksisterende aktier, jfr. i det hele disse vedtægter.

​

Bestyrelsen har udnyttet bemyndigelserne indeholdt i § 5 som anført i bilag A, som er vedlagt vedtægterne og udgør en integreret del heraf.".

​

​

Re item 7(g) on the agenda:

​

The COVID-19 pandemic has made it apparent that the Board of Directors needs to have the option to decide that a general meeting be held as a wholly virtual general meeting without physical attendance in special circumstances where this is deemed prudent. The Board of Directors believes that a wholly virtual general meeting without physical attendance would only be a viable format if special circumstances, such as travel or assembly restrictions, hinder a physical general meeting and provided that shareholder participation rights can be ensured. The Board of Directors therefore proposes that the General Meeting authorizes the Board of Directors to decide to convene general meetings as wholly virtual general meetings without physical attendance and thereby to adopt a new Article 8B with the following wording:

​

"§ 8B

General meetings may in special circumstances be held as wholly virtual general meetings without physical attendance as determined by the Board of Directors. Shareholders may attend such general meetings via the internet, on the Company’s website, by conference call, or on any other medium offering the same functionality.".

​

The proposed Article 8B will in Danish read:

​

"§ 8B

Selskabets generalforsamlinger kan efter bestyrelsens beslutning afholdes som fulde elektroniske generalforsamlinger uden adgang til fysisk fremmøde, når der foreligger særlige omstændigheder. Deltagelse i sådanne generalforsamlinger finder sted via internettet, på selskabets hjemmeside, videokonference eller andet medie med tilsvarende funktionalitet.".

​

​

Re item 8 on the agenda:

​

The Board of Directors proposes that the chair of the General Meeting is authorized to register the resolutions passed by the General Meeting with the Danish Business Authority and to make such amendments and additions thereto or therein, including the Articles of Association of the Company, as the Danish Business Authority may require for registration.

​

The proposals under items 7 (e) - 7(g) of the agenda are required to be 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 General Meeting. The proposals under the remaining items of the agenda require a simple majority of votes.

​

The Company's share capital amounts to DKK 65,587,322 divided into shares of DKK 1 each or any multiple hereof. Each share amount of DKK 1 shall entitle the shareholder to one vote.

10

​

​

​

__________

​

​

Pursuant to Section 99 of the Danish Companies Act, the following documents will be published on the Company’s website (www.genmab.com) no later than March 22, 2021: (1) the notice (including Appendix 1 thereto) of the Annual General Meeting, (2) information on the total number of shares and votes issued by the Company on the date of the notice, (3) the agenda, (4) the complete proposals to be presented at the Annual General Meeting, incl. a redline version of the Remuneration Policy for the Board of Directors and Executive Management of Genmab A/S reflecting the proposed amendments (Appendix 2 to the notice), (5) the Annual Report for 2020, (6) the 2020 Compensation Report, and (7) the forms needed for possible proxy voting and post voting.

​

Registration Date: A shareholder’s right to participate in and vote at the Annual General Meeting is determined in proportion to the number of shares the shareholder owns on the registration date Tuesday April 6, 2021.

​

Registration to participate:

Shareholders who wish to attend the virtual General Meeting must request to participate in accordance with the deadline for ordering admission cards set out in Article 10 of the Articles of Association by no later than Friday April 9, 2021, at 11:59 PM CEST. You can register as follows and

​

​

​

Please be informed that participation in the virtual General Meeting requires that a request to participate is submitted as set out above.

​

Confirmations of requests to participate and details on how to participate in the virtual Annual General Meeting, including a link to the AGM portal, will be sent to the e-mail address specified in the shareholder portal upon registration.

​

Proxy vote: Shareholders who are not able to attend the virtual Annual General Meeting or who wish to submit their votes ahead of the virtual Annual General Meeting may:

​

​

Go to the Company’s website www.genmab.com or VP Investor Services A/S’ website www.vp.dk/agm to assign a proxy to the Board of Directors to vote in accordance with its recommendations, or assign a proxy indicating how you wish your votes to be cast by checking the boxes on the electronic proxy form. This must be completed by 11:59 PM CEST on Friday April 9, 2021. You may alternatively complete and sign the enclosed proxy form and return it by post to VP Investor Services A/S, Weidekampsgade 14, DK-2300 Copenhagen S, Denmark, or scan it and return it by e-mail to vpinvestor@vp.dk or by fax to +45 43 58 88 67 so that it is received by VP Investor Services A/S by 11:59 PM CEST on Friday April 9, 2021.

​

Postal vote: Shareholders who are not able to attend the virtual Annual General Meeting or who wish to submit their votes ahead of the virtual Annual General Meeting may also vote by post:

​

Go to the Company’s website www.genmab.com or www.vp.dk/agm to vote by post. This must be completed by 10:00 AM CEST on Monday April 12, 2021. You may alternatively complete and sign the enclosed postal voting form and return it by post to VP Investor Services A/S, Weidekampsgade 14, DK-2300 Copenhagen

11

​

​

S, Denmark, or scan it and return it by e-mail to vpinvestor@vp.dk or by fax to +45 43 58 88 67 so that it is received by VP Investor Services A/S by 10:00 AM CEST on Monday April 12, 2021.

​

Please note that you may either assign a proxy or vote by post, but not both. Shareholders who have submitted a proxy or postal vote ahead of the virtual Annual General Meeting can still attend the virtual Annual General Meeting and ask questions during the virtual Annual General Meeting but will not be able to participate in any ballot.

​

Right to ask questions: Prior to the General Meeting, the shareholders may ask questions to the Company’s management in writing about matters of importance to the evaluation of the Annual Report 2020, the Company’s position or any of the other matters which are to be transacted at the General Meeting, or the Company’s relation to other companies in the Genmab Group. Shareholders’ questions must be sent by letter or email to either Marisol Peron (US), Senior Vice President, Global Communications & Investor Relations (mmp@genmab.com) or to Andrew Carlsen (EU), Vice President, Investor Relations (acn@genmab.com). The question may be answered in writing by e.g. making the answer available on the Company’s website (www.genmab.com). The question may be neglected if the shareholder asking the question is not represented at the General Meeting. At the virtual Annual General Meeting, the shareholders may also ask questions to the Company’s management about the above matters and may ask questions regarding the Annual Report 2020 to the auditor appointed by the General Meeting. Due to the Annual General Meeting being held virtually all questions shall be submitted in writing and we kindly encourage the shareholders to submit questions or comments to be read out in advance of the virtual Annual General Meeting if possible.

​

Virtual General Meeting:

The completion of the Annual General Meeting as a wholly virtual general meeting ensures compliance with the guidelines restricting gatherings in conjunction with COVID-19. As a consequence, physical attendance is not possible, but you can attend via an AGM portal and the virtual Annual General Meeting is transmitted via live streaming (webcast) in the AGM portal. It is important that you log into the AGM portal in order to attend the virtual Annual General Meeting. Here, you will be able to follow the live streaming of the virtual Annual General Meeting, submit comments and questions as well as vote in any ballots.

​

Shareholders can also watch the live webcast on the Company’s website www.genmab.com. The live webcast is publicly accessible and requires no registration.

​

Each shareholder is responsible for ensuring that the shareholder has a device with a web browser able to log onto AGM portal and that the shareholder has an adequate and functioning internet connection available at the time of the General Meeting.

​

Information on the procedure relating to virtual participation, including technical requirements and other instructions, are available at this link https://www.genmab.com/annual-general-meeting-2021/ and will be shared by e-mail, together with a link to the AGM portal, to shareholders and other authorised participants who have registered to attend the virtual Annual General Meeting.

​

Technical assistance

Questions regarding registration to participate, attending the virtual Annual General Meeting as well as any technical related questions before or during the General Meeting may be directed to VP Securities A/S tel. no. (+45) 43 58 88 94 or VGMmail@vp.dk.

​

Processing of personal data

The Company processes personal data about its shareholders in connection with the General Meeting. Please see Genmab A/S' Privacy Policy available on the Company's website: https://www.genmab.com/privacy/shareholders-genmab/  for details.

​

​

12

​

​

Copenhagen, March 9, 2021

On behalf of the Board of Directors

​

Deirdre P. Connelly

Chair

​

Scan the QR code with your smartphone or tablet to go to the registration site.

13

​

Appendix 1: Candidates for the Board of Directors

​

​

* Companies marked with an asterisk (*) are non-public companies

Candidates for the Board of Directors

​

​

* Companies marked with an asterisk (*) are non-public companies

Remuneration Policy

​

THE REMUNERATION POLICY FOR THE BOARD OF DIRECTORS AND EXECUTIVE MANAGEMENT OF GENMAB A/S

The Compensation Committee’s remit – as defined by our Charter (which can be found at www.genmab.com) is to assist the Board of Directors in relation to carrying out its responsibilities relating to compensation. The development of a Remuneration Policy that allows us to recruit talented experts at all levels directly supports our vision. This is essential to our business strategy and long-term sustainability supporting Genmab A/S' abilities to recruit, retain and motivate competent and loyal members to the Board of Directors and the Executive Management. This is as true for the Board of Directors as it is for the Executive Management.

As Genmab’s business continues to evolve and expand, as well as increase in complexity, we will require new capabilities for areas in which we have not previously operated. The biotechnology space, and in particular the oncology sector, are not only fast-evolving but highly competitive. The pool of talent for people with the skills and knowledge Genmab A/S needs is competitive and relatively small, even at a global level. Since Genmab A/S’ business strategy is extremely focused and targeted, our talent pools are consequently very small and specialized. Our ability to attract and retain talented leaders in key roles is fundamental to execution of our long-term plan.

The key principles that guide our Remuneration Policy are: (1) the alignment of interest between the members of Genmab A/S’ management bodies and Genmab A/S’ shareholders; (2) the ability to attract and retain talent internationally and (3) the desire to link compensation to performance measured on the basis of our financial fundamentals, non-financial value drivers, the share price and our corporate social responsibility focus areas.

The scope of the Remuneration Policy

This Remuneration Policy has been prepared in accordance with Sections 139 and 139a of the Danish Companies Act.

The Remuneration Policy applies to the compensation of members of the Board of Directors and the Executive Management of Genmab A/S. Compensation of other key employees is not subject to this Remuneration Policy.

The decision-making process for setting the Remuneration Policy

In accordance with the Compensation Committee’s Charter, the Compensation Committee makes proposals on the Remuneration Policy of the Board of Directors and the Executive Management, for the approval of the Board of Directors. The Remuneration Policy is subsequently submitted to the shareholders for approval at a general meeting of Genmab A/S. As part of the deliberations to ensure a market-based and appropriate Remuneration Policy for Genmab A/S, the compensation of the Board of Directors and the Executive Management is researched and benchmarked by external advisors on behalf of the Compensation Committee. In order to ensure that Genmab A/S can source the best talent from a global and diverse pool of executives and directors – in particular those with experience and insight in the field of oncology in the United States – it is important that we are able to offer compensation packages that are competitive with US-based peer companies. In the event that the Compensation Committee believes that it is necessary to change the Remuneration Policy, it will make recommendations to the Board of Directors for approval. Subject to the Board of Directors’ approval, a new revised Remuneration Policy will be submitted to shareholders for adoption at a general meeting of Genmab A/S. The Remuneration Policy will normally be assessed and reviewed on an annual basis to ensure that it remains aligned to Genmab A/S’ business strategy and priorities.

​

It is the responsibility of the Board of Directors to approve the compensation arrangements and to ensure that the Remuneration Policy is implemented. The Compensation Committee assists the Board of Directors with the implementation of the Remuneration Policy by:

16

​

Remuneration Policy

​

Managing potential conflicts of interest

According to the Compensation Committee Charter, the Compensation Committee shall ensure that any compensation advisor of the Compensation Committee shall sign a declaration of independence. The Committee also ensures that members of the Executive Management are not involved in the determination of their own compensation arrangements. It is the assessment of the Board of Directors that, since the compensation of the Executive Management is determined by the Board of Directors based on the Compensation Committee's recommendation and the compensation of the Board of Directors as well as the Remuneration Policy is subject to shareholder approval at the general meeting, there is no conflict of interest.

Genmab A/S’ strategy and link to compensation    

At Genmab A/S, our approach to compensation supports and reinforces our long-term business strategy and rewards sustained value creation. The Our strategy has three prongs as follows:

The principles on which the Remuneration Policy is based are as follows:  

17

​

Remuneration Policy

​

The variable compensation of the Executive Management depends on the achievement of specific Key Performance Indicators (KPIs) and performance goals that relate to the performance of the executive member in question and to Genmab A/S’ short and long-term business results. The KPIs and performance goals that the Board of Directors sets for the purposes of Genmab A/S’ incentive arrangements – both annual and share-based – are directly linked to the business strategy and our annual business plans. The KPIs/performance goals may be financial, operational and/or strategic &and organizational:

Financial: examples include revenue, operating income, relative Total Shareholder Return (TSR).

Operational: examples include maximization of the research and development pipeline process, management of partnerships and identifying new partnerships.

Strategic & Organizational: examples include Environmental, Social and Governance (ESG) and organizational design.

The Compensation Report provides a discussion of the peer groups and benchmarking analyses used by the Compensation Committee in 2019 for the most recently completed financial year (see the Compensation Report at www.genmab.com).

18

​

Remuneration Policy

​

Compensation of the Board of Directors³

​

³ Please note that as far as compensation of employee-elected members of the Board of Directors is concerned, it is only compensation in their capacity as members of the Board of Directors that is covered by the Remuneration Policy.

19

​

Remuneration Policy

​

⁴ The compensation of the members of the Board of Directors shall not include share options or warrants but may include annual awards of RSUs. Genmab A/S is mindful that the Danish Corporate Governance Recommendations expressly say that the compensation of the Board of Directors partly in shares at market value does not contravene with the recommendations.

​

20

​

Remuneration Policy

​

​

​

​

21

​

Remuneration Policy

​

​

Compensation to the Executive Management

​

22

​

Remuneration Policy

​

23

​

Remuneration Policy

​

​

​

24

​

Remuneration Policy

​

​

25

​

Remuneration Policy

​

​

26

​

Remuneration Policy

​

​

27

​

Remuneration Policy

​

28

​

Remuneration Policy

​

​

​

29

​

Remuneration Policy

​

​

30

​

Remuneration Policy

​

​

31

​

Remuneration Policy

​

​

32

​

Remuneration Policy

​

​

​

33

​

Remuneration Policy

​

​

​

Note to the Remuneration Policy Table Above

RSUs and warrants may vest early in the event of a change of control (see also below the section on change of control).

Contracts entered into prior to the implementation of the 2021 Remuneration Policy will be honored.

34

​

Remuneration Policy

​

​

Consideration of Employee Compensation

To ensure that the design of executive compensation programs takes account of employee compensation in Genmab A/S, the Compensation Committee is briefed by the CEO and the Corporate VP Senior Vice President, Global HR on pay and employment practice for Genmab employees generally. The Compensation Committee intends, as part of its work and as Genmab A/S grows, to ensure that it keeps up-to-date on developments in all-employee pay so that the determination of executive compensation and the design of incentive programs in both are aligned to market practice and internally coherent.

​

Clawback Policy

Genmab A/S shall be entitled to reclaim in full or in part, on the basis of generally applicable principles of Danish law, variable components of compensation that were paid to the members of the Executive Management on the basis of data that proved to be misstated. The Board of Directors will keep emerging market practice under review.

​

Service Contracts and Termination Payments

Members of the Board of Directors elected by the general meeting are elected for a period of one (1) year at the Annual General Meeting and are not subject to service contracts. Members of the Board of Directors are not entitled to termination or severance payments.

The services of the members of the Executive Management are subject to service agreements of indefinite duration but with termination provisions. In the event Genmab A/S terminates the

Certain service agreements with each member of the current Executive Management members provide that in the event Genmab A/S terminates service without cause, Genmab A/S is obliged to pay the member of the Executive Management his/her existing salary for one (1) or two (2) years after the end of a one (1) year notice period.

If a member of the Executive Management gives notice to Genmab A/S to terminate his or her contract, he or she is required to give six (6) months’ notice.

It furthermore follows from Genmab A/S’ warrant and RSU programs that in certain “good leaver” situations outstanding warrants and RSUs awarded under these programs will continue to vest.

Change of Control

In the event of termination by Genmab A/S (unless for cause) or by a member of the Executive Management as a result of a change of control of Genmab A/S, Genmab A/S is contractually obliged to pay existing members of the Executive Management a compensation equal to his/her existing total salary (including benefits) for up to two (2) years’ compensation in addition to a prolonged notice period of up to two (2) years.

35

​

Remuneration Policy

​

For service agreements with new members of Executive Management following effectiveness of the 2021 Remuneration Policy, the total value of the remuneration relating to the notice period for new members of Executive Management cannot exceed two years of remuneration, including all components of the remuneration (as defined under the Danish Corporate Governance Recommendations).

If a member of the Executive Management gives notice to Genmab A/S to terminate his or her contract, he or she is required to give six (6) months’ notice.

​

Change of Control

Change of control provisions applicable to the compensation of the Executive Management are drawn up on the basis of the Danish legal definition of change of control, currently defined in the Danish Capital Markets Act, and any application thereof would be made with due consideration thereto.

In the event of a change of control of Genmab A/S, the RSUs granted to members of the Board of Directors shall in December 2020 and under Genmab A/S’ 2021 RSU program will vest in its entirety on a “double trigger” accelerated basis, subject to the terms of the RSU program, decide on the acceleration of the vesting of RSUs and dispense with the usual vesting conditions in respect of continued service and performance. Also, it follows from Genmab A/S’ warrant programs that in the event of a change of control the vesting of. Similarly, any warrants will accelerate immediately granted under Genmab A/S’ 2021 warrant program will vest in its entirety on a “double trigger” accelerated basis, subject to the terms of the 2021 warrant programs program. The RSUs and warrants will furthermore vest in their entirety on an accelerated basis in the event it is resolved to dissolve Genmab A/S through a solvent liquidation or in the event of a merger or de-merger whereby (i) Genmab A/S is dissolved or (ii) if the acquiring company fails to equitably assume the RSUs or warrants, i.e. roll over or exchange into equivalent awards. Genmab A/S’ warrant programs are included as schedules to Genmab A/S’ Articles of Association which can be downloaded at https://ir.genmab.com/corporate-governance/articles-association.

​

Temporary Deviation from the Remuneration Policy

In accordance with the legislation, the Board of Directors may, on a temporary basis and in exceptional circumstances, deviate from the Remuneration Policy. The exceptional circumstances might be, for example, recruitment.

The Board of Directors does not envisage that any deviations from the Remuneration Policy will be necessary. Deviations may apply to compensation components in the form of one-off bonuses, benefits, sign-onson payments and buyout as well as exit conditions and to the relative share of each of those components and shall be decided by the Board of Directors based on a recommendation from the Compensation Committee. Any temporary deviations from the approved Remuneration Policy will be fully explained and disclosed in the Compensation Report.

​

Publication and Commencement of Remuneration Policy

Following approval at Genmab A/S’ Annual General Meeting on March 26, 2020, April 13, 2021 this Remuneration Policy will be published without undue delay on Genmab A/S' website (www.genmab.com).

​

36

​

Remuneration Policy

​

Appendix with summary of significant amendments

​

Summary of significant amendments proposed at the ordinary general meeting on April 13, 2021

​

37

​

Remuneration Policy

​

​

38

​