DGAP-News: Genmab A/S Summons Annual General Meeting
ID: 367343
15.03.2011 15:57
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-- Genmab A/S to hold Annual general Meeting on April 6, 2011
Copenhagen, Denmark; March 15, 2011 - Genmab A/S (OMX: 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:
1. Report of the Board of Directors on the Company's activities during the
year.
2. Presentation of the audited Annual Report 2010 for approval and the
discharge of the Board of Directors and the Executive Management.
3. 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.
4. Election of auditor.
The Board of Directors proposes re-election of PricewaterhouseCoopers,
Statsautoriseret Revisionsaktieselskab A/S as the Company's elected
auditor.
5. 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.
6. 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 biopharmacuetical 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 www.genmab.com or VP Investor Services A/S'
website www.uk.vp.dk/agm 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 www.genmab.com or www.uk.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 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 www.genmab.com or www.uk.vp.dk/agm 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
(www.genmab.com). 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 www.genmab.com.
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
www.genmab.com. 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(r); the Y-shaped Genmab logo(r); HuMax(r); HuMax-CD20(r); HuMax-EGFr?;
HuMax-IL8?; HuMax-TAC?; HuMax-CD38?; HuMax-TF?; HuMax-Her2?; HuMax-Wnt?;
HuMax-cMet?, DuoBody? and UniBody(r) are all trademarks of Genmab A/S. Arzerra(r)
is a trademark of GlaxoSmithKline.
Stock Exchange Release no. 12
CVR no. 2102 3884
Genmab A/S
Bredgade 34
1260 Copenhagen K
Denmark
News Source: NASDAQ OMX
15.03.2011 Dissemination of a Corporate News, transmitted by DGAP -
a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
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Language: English
Company: Genmab A/S
Denmark
Phone:
Fax:
E-mail:
Internet:
ISIN: DK0010272202
WKN:
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Datum: 15.03.2011 - 15:57 Uhr
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News-ID 367343
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