COPENHAGEN, Denmark, March 15, 2011 (GLOBE NEWSWIRE) -- Genmab A/S (Copenhagen:GEN) summons the Annual General Meeting on Wednesday, April 6, 2011 at 2:00 PM CEST at the Radisson Blu Scandinavia Hotel, Amager Boulevard 70, DK-2300 Copenhagen, Denmark.
Agenda:
- Report of the Board of Directors on the Company's activities during the year.
- Presentation of the audited Annual Report 2010 for approval and the discharge of the Board of Directors and the Executive Management.
- Decision as to the settlement of loss according to the approved Annual Report.
It is proposed that the loss of DKK 279 million for the accounting year 2010 be carried forward by transfer to accumulated deficit.
- Election of auditor.
The Board of Directors proposes re-election of PricewaterhouseCoopers, Statsautoriseret Revisionsaktieselskab A/S as the Company's elected auditor.
- Proposals from the Board of Directors:
(a) Adoption of the general guidelines for incentive-based remuneration for the Board of Directors and the Executive Management. The Board of Directors proposes that the Company's general guidelines for incentive-based remuneration for the Board of Directors and the Executive Management is amended so that the maximum amount of warrants that can be granted to members of the Board of Directors is significantly lowered and so that the annual warrant grant to members of the Executive Management is limited. Furthermore, the general guidelines have been subject to a general update.
(b) Adoption of the Board of Directors' remuneration for 2011. The Board of Directors proposes that members of the Board of Directors, in accordance with previous practice, receive a basic fee of USD 45,000 (approx. DKK 252,600) but that the chairman receives twice the basic fee. In addition to these fees, it is proposed that the members of the board committees receive a supplemental fee of up to USD 7,500 (approx. DKK 42,100) per membership, but that a committee chairman receives twice the supplemental fee, and that the committee members receive a fee of USD 1,000 (approx. DKK 5,600) per committee meeting. Members of the Board of Directors will furthermore receive warrants within the scope described and adopted in the Company's general guidelines for incentive-based remuneration for the Board of Directors and the Executive Management.
(c) Amendment of Article 4A of the Company's Articles of Association on existing authorization to issue shares. The existing authorization of the Board of Directors in Article 4A of the Articles of Association to issue nominally DKK 15,000,000 shares will expire on April 19, 2012. As the date of the Company's 2012 General Meeting has not yet been decided upon, it is proposed to amend Article 4A so that the existing authorization is prolonged to five (5) years from this General Meeting. The proposal serves to ensure that the Board of Directors continuously is able to use share issues in connection with the entering into of partnership 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.
(d) Amendment of Article 5 of the Company's Articles of Association on authorization to issue warrants. Under the existing authorization for the Board of Directors to issue warrants in Article 5 of the Articles of Association 594,150 warrants remain un-issued. The Board proposes to amend Article 5 to authorize 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 on an ongoing basis, to be able to offer warrants as part of the employment or affiliation with the Company etc.
(e) Amendment of Article 12 of the Company's Articles of Association on election periods of members of the Board of Directors elected by the General Meeting. The Board of Directors proposes to amend Article 12 of the Articles of Association so that the General Meeting elected members of the Board of Directors are elected for a period which expires at the Annual General Meeting in the Company in the second year after the year of their election.
The Board of Directors further proposes that Article 12 of the Articles of Association is amended so that the reference to Lisa N. Drakeman is deleted.
- Election of members of the Board of Directors.
Pursuant to the revised Article 12 of the Company's Articles of Association, the members of the Board of Directors are elected for periods of two years. The election period for Michael B. Widmer and Karsten Havkrog Pedersen expires at this General Meeting. The Board of Directors proposes to re-elect Michael B. Widmer and Karsten Havkrog Pedersen for a two year period.
The Board of Directors further proposes that Toon Wilderbeek is elected as a new member of the Board of Directors for a two year period so that the Board of Directors is composed of nine members.
About Michael B. Widmer
Dr. Widmer is the former Vice President and Director of Biological Sciences of Immunex Corporation in Seattle. Prior to joining Immunex in 1984, he was on the faculty of Laboratory Medicine and Pathology at the University of Minnesota. He is a former Scholar of the Leukemia Society of America. His research has centered on regulation of the immune and inflammatory response. He has authored over 100 scientific publications. During his tenure at Immunex, Dr. Widmer pioneered the use of cytokine antagonists, particularly soluble cytokine receptors, as pharmacologic regulators of inflammation. He was instrumental in the development of Enbrel, a soluble receptor for TNF marketed by Amgen and Wyeth Ayerst for the treatment of rheumatoid arthritis. He received a Ph.D. in genetics from the University of Wisconsin in 1976 and completed a postdoctoral fellowship in Immunology at the Swiss Institute for Experimental Cancer Research in Lausanne, Switzerland.
Special Competences
Extensive research expertise in immunology and oncology; biotechnology management experience and knowledge of biopharmaceutical product development.
About Karsten Havkrog Pedersen
Mr. Pedersen has more than 25 years experience as an attorney within Danish corporate law and corporate governance. Mr. Pedersen has been a partner in the law firm Bruun & Hjejle since 1981. He was admitted as barrister to the Supreme Court of Justice in 1983. Mr. Pedersen was a member of the Danish Appeal Board (2000-2003) and was a member of the Danish Bar and Law Society, Committee of Legal Affairs (2001-2007). From 1991-2004, he was a member of the Editorial Committee of the Danish legal magazine "Lov & Ret."
Special Competences
Extensive experience in the practice of Danish corporate law and in-depth knowledge of corporate governance best practices.
Board Positions
Member: EKJ Fonden
Chairman: Redaktor Hans Voigts Mindelegat
About Toon Wilderbeek
Dr. Wilderbeek is the former President of Organon International, Inc. Following his degree in veterinary medicine from Utrecht University, Dr. Wilderbeek worked in Tunisia with the Dutch Ministry of Foreign Affairs before joining Intervet International, the animal healthcare unit of Akzo Nobel, in 1980. Dr. Wilderbeek joined the Board of Management of Intervet International in 1991, and was appointed President in 1994. Following the acquisition of Hoechts Roussel Vet, he transformed Intervet into one of the world's largest animal healthcare companies. Dr. Wilderbeek was appointed a Member of the Board of Management of Akzo Nobel in 2002, and was responsible for all pharma activities of Intervet, Organon, Diosynth and Nobilon. Dr. Wilderbeek became President of Organon International in 2003, and coordinated the formation of Organon BioSciences in 2005. In 2007, Akzo Nobel accepted a take-over bid for Organon BioSciences by Schering-Plough. Dr. Wilderbeek arranged for the transfer of the company and resigned. In 2008, Dr. Wilderbeek started his own company in France.
Special Competences
Extensive business and management experience in the pharmaceutical industry, including expertise in research and development and manufacturing.
Board Positions
Chairman: Vitromics Healthcare Holding
It is the opinion of the Board of Directors that Michael B. Widmer, Karsten Havkrog Pedersen and Toon Wilderbeek are independent.
7. Authorization of the chairman of the General Meeting.
The Board of Directors proposes that the chairman of the General Meeting is authorized to register the resolutions passed by the General Meeting with the Danish Commerce and Companies Agency and to make such amendments and additions thereto or therein, including the Articles of Association of the Company, as the Danish Commerce and Companies Agency may require for registration.
8. Miscellaneous.
Adoption of the proposals under item 5 (c) to 5 (e) 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.
The Company's share capital amounts to DKK 44,907,142 divided into shares of DKK 1 each or any multiple hereof. Each share amount of DKK 1 shall entitle the shareholder to one vote.
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 shareholders owns on the registration date Wednesday, March 30, 2011.
Admission card: Admission cards may be requested no later than Friday, April 1, 2011 by:
- Visiting the Company's website or VP Investor Services A/S' website no later than 11:59 PM CEST to register electronically; or
- Returning the enclosed registration form – duly completed and signed – to VP Investor Services A/S, Weidekampsgade 14, DK-2300 Copenhagen S, Denmark by post or by fax on +45 43 58 88 67 no later than 11:59 PM CEST; or
- Contacting Genmab A/S, Investor Relations, Bredgade 34, DK-1260 Copenhagen K, Denmark either in person or in writing no later than 10:00 AM CEST; or
- Contacting VP Investor Services A/S on +45 43 58 88 66 no later than 10:00 AM CEST.
Proxy vote: Shareholders who do not expect to be able to participate in the General Meeting may:
- Assign a proxy to a person appointed by the shareholder. Proxies shall submit a request for an admission card as described above; or
- Assign a proxy to the Board of Directors. In this case your votes will be cast in accordance with the recommendations of the Board of Directors; or
- Assign a proxy to the Board of Directors by indicating how you wish your votes to be cast
Go to the Company's website or 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 done by 11.59 PM CEST on Friday, April 1, 2011. You may 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 1, 2011.
Postal vote: Shareholders who do not expect to be able to participate in the General Meeting may also vote by post:
Go to the Company's website or to vote by post. This must be done by 10.00 AM CEST on Monday, April 4, 2011. You may complete and sign the enclosed postal voting 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 10:00 AM CEST on Monday, April 4, 2011.
Please note that you may either assign a proxy or vote by post, but not both.
The shareholders exercise their financial rights through their own deposit banks; cf. Section 83 of the Companies Act.
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 Friday, April 1, 2011.
Right to ask questions: Prior to the General Meeting, the shareholders may ask the Company's management in writing about matters of importance to the evaluation of the Annual Report 2010, 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 to Helle Husted, Vice President, Investor Relations or by e-mail to h.husted@genmab.com. The question may be answered in writing by e.g. making the answer available on the Company's website (). The question may be neglected if the shareholder asking the question is not represented at the General Meeting. At the General Meeting, the shareholders may also ask the Company's management about the above matters and may ask questions regarding the Annual Report 2010 to the auditor appointed by the General Meeting.
About Genmab A/S
Genmab is a leading international biotechnology company focused on developing fully human antibody therapeutics for the potential treatment of cancer. Genmab's world class discovery and development teams are using cutting-edge technology to create and develop products to address unmet medical needs. Our primary goal is to improve the lives of patients who are in urgent need of new treatment options. For more information on Genmab's products and technology, visit .
Contact:
Helle Husted, Vice President, Investor Relations
T: +45 33 44 77 30; M: +45 25 27 47 13; E: h.husted@genmab.com
This Stock Exchange 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. For a further discussion of these risks, please refer to the section "Risk Management" in Genmab's Annual Report, which is available on . Genmab does not undertake any obligation to update or revise forward looking statements in this Stock Exchange Release nor to confirm such statements in relation to actual results, unless required by law.
Genmab®; the Y-shaped Genmab logo®; HuMax®; HuMax-CD20®; HuMax-EGFr™; HuMax-IL8™; HuMax-TAC™; HuMax-CD38™; HuMax-TF™; HuMax-Her2™; HuMax-Wnt™; HuMax-cMet™, DuoBody™ and UniBody® are all trademarks of Genmab A/S. Arzerra® is a trademark of GlaxoSmithKline.
Stock Exchange Release no. 12
CVR no. 2102 3884
Genmab A/S
Bredgade 34
1260 Copenhagen K
Denmark