Summary: Genmab to hold Annual General Meeting on April 19, 2007. Copenhagen, Denmark; March 29, 2007 - Genmab A/S (CSE: GEN) summon the Annual General Meeting on Thursday April 19, 2007 at 2:00 pm CEST at the Radisson SAS Royal Hotel, Hammerichsgade 1, 1611 Copenhagen V, Denmark. Agenda: 1. Report of the Board of Directors on the Company's activities during the year. 2. Presentation of the audited Annual Report for approval and the discharge of the Board of Directors and the Management from their obligations. 3. Decision as to the settlement of loss according to the approved Annual Report. The Board of Directors proposes that the year's loss of DKK 438 million be carried forward by transfer to accumulated deficit. 4. Election of members of the Board of Directors. Pursuant to Article 13 of the Company's Articles of Association, the members of the Board of Directors are elected for periods of three years. The election period for Anders Gersel Pedersen expires at the General Meeting. The Board of Directors proposes to re-elect Anders Gersel Pedersen for a further three year period. The Board of Directors further proposes that Burton G. Malkiel and Hans Henrik Munch-Jensen are elected as new members of the Board of Directors for a three year period and a two year period respectively so that the Board of Directors be composed by seven members. About Anders Gersel Pedersen Dr. Pedersen has been a member of our Board since November 2003 and serves as Deputy Chairman of the Board. Dr. Pedersen is Senior Vice President, Development at H. Lundbeck A/S, Denmark. Following his degree in medicine and Research Fellow positions at Copenhagen hospitals, Dr. Pedersen worked for Eli Lilly for eleven years; ten of these as a director of worldwide clinical research in oncology, before joining Lundbeck in 2000. At Lundbeck Dr. Pedersen is responsible for the development of the product pipeline including the clinical research. He is a member of the European Society of Medical Oncology, the International Association for the Study of Lung Cancer, the American Society of Clinical Oncology, the Danish Society of Medical Oncology and the Danish Society of Internal Medicine and serves on the boards of TopoTarget A/S, Alk-Abelló A/S and Lundbeck Cognitive Therapeutics A/S (also a member of the management). Dr. Pedersen received his medical degree and a doctoral degree in neuro-oncology from the University of Copenhagen and a BSc in Business Administration from the Copenhagen Business School. About Burton G. Malkiel Dr. Malkiel is the Chemical Bank Chairman's Professor of Economics at Princeton University. His specialties include financial markets, portfolio management, corporate finance, investments and securities valuation. He is widely published in finance, the valuation of stocks and bonds and the operation of financial markets in the United States. Dr. Malkiel was previously professor of Economics, the Gordon S. Rentschler Professor of Economics and Director of the Financial Research Center at Princeton University. He has also served as a member of the Council of Economic Advisors under the administration of US President Gerald R. Ford and was Dean at the School of Management and the William S. Beinecke Professor of Management at Yale University. Dr. Malkiel served as an officer in the United States Army Finance Corps before earning his doctoral degree. Dr. Malkiel is an investment committee member of the American Philosophical Society and the Corvina Foundation and serves on the board of Vanguard Group Ltd. He received his B.A. degree in Economics from Harvard University, a Masters of Business Administration from Harvard Graduate School of Business Administration and a doctorate in Economics and Finance from Princeton University. About Hans Henrik Munch-Jensen Mr. Munch-Jensen was Executive Vice President, CFO of H. Lundbeck A/S from 1998 to 2007, where he was responsible for overseeing the company's finance and investor relations activities. He previously served as a politics and finance columnist for the newspaper Dagbladet Børsen and as Vice President of the Copenhagen Stock Exchange. He was a member of various Lundbeck boards as well as the European Federation of Pharmaceutical Industries and Associations (EFPIA) and is currently a board member of Vækstforum, Region Hovedstaden. Mr. Munch-Jensen received his master in Political Science from the University of Aarhus. Burton G. Malkiel is 74 years old and will thus exceed the age limit stated in the articles of association, cf. article 13, during the proposed three year term. Election therefore requires that the proposal is adopted by the same majority as that demanded for adoption of a resolution to alter the articles of association. 5. Election of auditor. The Board of Directors proposes re-election of PricewaterhouseCoopers, State Authorized Accountants as the Company's elected auditor. 6. Proposals from the Board of Directors and/or the shareholders: (a) The Board of Directors proposes to amend Article 4A of the Articles of Association, authorizing the Board of Directors to issue new shares, so that the authorization is increased from nominally DKK 10,528,798 shares to nominally DKK 15,000,000 shares and so that it is prolonged to 5 years from this General Meeting. The Board also proposes to amend article 4A so that, within the 15,000,000 shares - the Board may issue up to nominally DKK 2,000,000 shares (including bonus shares) to employees of the Company and its subsidiaries. The proposal serves to ensure that the Board of Directors is able to use share issues in connection with the entering into of partner deals, M&A activities and in order to raise new capital to ensure the continued development of the Company as well as to be able to attract and retain employees. Article 4A of the Articles of Association will following the proposed change include the following wording: ”The Board of Directors is until April 19, 2012 authorized to increase the nominal registered share capital on one or more occasions by up to nominally DKK 15,000,000 negotiable shares issued to the bearer that shall have the same rights as the existing shares of the Company. The capital increase can be made by cash or by non-cash payment and with or without pre-emption rights for the existing shareholders. Within the authorization to increase the share capital by DKK 15,000,000 shares, the Board of Directors may on one or more occasions and without pre-emption rights for the existing shareholders of the Company issue up to DKK 2,000,000 shares to employees of the Company and its subsidiaries by cash payment at market price or at a discount price as well as by the issue of bonus shares. No transferability restrictions or redemption obligations shall apply to the new shares which shall be negotiable instruments issued to the bearer. The new shares shall give right to dividends and other rights as determined by the Board in its resolution to increase the capital.” (b) Under the existing authorization for the Board of Directors to issue warrants in Article 6A of the Articles of Association 2,295,575 warrants remain un-issued. The Board proposes to amend Article 6A by inserting a new section 5 authorizing the issue of additional warrants - without pre-emption rights for the existing shareholders - that give the right to subscribe up to nominally DKK 1,000,000 shares in the Company to members of the Company's Board of Directors, the Company's employees and consultants as well as employees and consultants of the Company's subsidiaries and to implement the corresponding capital increases. The Board of Directors believes that it is necessary for the Company, in order for it to be able to retain and attract a sufficient number of qualified employees, board members and consultants, to be able to offer warrants as part of the employment or affiliation with the Company etc. Article 6A section 5 et seq. following the proposed change are set out below: “Moreover, by decision of the General Meeting on April 19, 2007 the Board of Directors is authorized to issue on one or more occasions warrants to subscribe the Company's shares up to a nominal value of DKK 1,000,000 and to make the related capital increases in cash up to a nominal value of DKK 1,000,000. This authorization shall remain in force for a period ending on April 19, 2012. The authorizations entitle the Board of Directors to issue warrants to members of the Company's Board of Directors, the Company's employees and consultants as well as employees and consultants of the Company's subsidiaries in that it is noted that pursuant to the authorization originally granted on April 24, 2003 (as prolonged in accordance with the first full section of this Article 6A) no warrants can be granted to members of the Board of Directors or registered managers to whom warrants have previously been issued. The existing shareholders of the Company shall not have a right of pre-emption in connection with the issue of warrants based on these authorizations. One warrant shall give the right to subscribe one share with a nominal value of DKK 1 at a subscription price per share determined by the Board of Directors which, however, shall be no less than the market price per share of the Company's shares at the time of issue. The exercise period for the issued warrants shall be determined by the Board of Directors. The Board of Directors is authorized to set out more detailed terms for the warrants that are to be issued based on these authorizations. The existing shareholders of the Company shall not have a right of pre-emption in connection with issue of shares on the basis of warrants. The shares that are issued through the exercise of warrants shall have the same rights as existing shares cf. these Articles of Association […].” (c) Pursuant to the Company's warrant programmes from 1999-2003, past employees etc. who exercise warrants may - depending on the period of employment - be obligated to sell back to the Company between 0-100% of the shares subscribed. In order that the Company may itself make the buy-back right effective with respect to such shares, the Board of Directors requests authorization cf. Section 48 of the Danish Companies Act, so that until the next Annual General Meeting the Company may purchase own shares in connection with the buy-back of shares subscribed by employees etc. pursuant to the Company's employee warrant programmes to the extent of up to 2 per cent of the Company's share capital and so that the consideration for such shares shall be equal to the exercise price paid for the shares in question. A similar authorization was granted on last year's Annual General Meeting. (d) The Board of Directors proposes to amend article 7 section 1 of the Articles of Association as a consequence of VP Investor Services A/S' acquisition of the shareholder registry activities from Danske Bank A/S. Article 7 section 1 of the Articles of Association will following the proposed change include the following wording: “The shares are issued to the bearer and they may be entered in the name of their holders in the Company's Register of Shareholders. Until the board decides otherwise the register of shareholders shall be kept by VP Investor Services A/S (VP Services A/S), currently located at Helgeshøj Allé 61, P.O. Box 20, 2630 Taastrup, which has been designated as the Company's registrar.” (e) As a consequence of a change of the Danish Companies Act it is now required that the callings for the Company's general meetings are published in the computer information system of the Danish Commerce and Companies Agency. The Board of Directors proposes to amend article 9 section 4 of the Articles of Association to reflect this. Article 9 section 4 of the Articles of Association will following the proposed change include the following wording: “The Board of Directors shall call the General Meeting with no less than 2 weeks' notice and not more than 4 weeks' notice by advertisements inserted in no less than one Danish nationwide newspaper and in the computer information system of the Danish Commerce and Companies Agency. The length of the notice shall be reckoned from the first advertisement. General meetings shall moreover be convened by sending a notice in writing to all shareholders having so requested, to the address indicated to the Company.” (f) The Board of Directors proposes to amend article 18 of the Articles of Association to reflect the Company's application of the current accounting regulations. Article 18 of the Articles of Association will following the proposed change include the following wording: “The Company's accounts shall give a true and fair view of the Company's assets and liabilities, of its financial position, and profit and loss, in accordance with Danish financial reporting rules, international financial reporting standards (IFRS) and possibly US GAAP.” Adoption of the proposals to amend the Articles of Association requires that each such proposal is adopted by an affirmative vote of not less than 2/3 of the votes cast as well as of the voting share capital represented at the Annual General Meeting. __________ At the latest, 8 days before the Annual General Meeting the agenda, the complete proposals as well as the Annual Report will be made available to the Company's shareholders at the Company's offices at Toldbodgade 33, 1253 Copenhagen K, Denmark. The documents are also available at the Company's website, www.genmab.com. Admission card: Any shareholder is entitled to attend the Annual General Meeting after having submitted a request for an admission card no later than Monday April 16, 2007 at 4:00 PM CEST. Admission cards may be requested by contacting VP Investor Services A/S, telephone +45 43 58 88 66 or fax +45 43 58 88 67. Alternatively via www.genmab.com or www.uk.vp.dk/agm. Shareholders who are not able to participate in the General Meeting may grant proxy to the Board of Directors or to a person appointed by the shareholder. Any shareholder, to whom admission card already has been issued, but who is prevented from attending the Annual General Meeting is kindly asked to notify the company - preferably before Wednesday April 18, 2007. Copenhagen, March 29, 2007 On behalf of the Board of Directors MICHAEL B. WIDMER Chairman About Genmab A/S Genmab A/S is a biotechnology company that creates and develops human antibodies for the treatment of life-threatening and debilitating diseases. Genmab has numerous products in development to treat cancer, infectious disease, rheumatoid arthritis and other inflammatory conditions, and intends to continue assembling a broad portfolio of new therapeutic products. At present, Genmab has multiple partnerships to gain access to disease targets and develop novel human antibodies including agreements with Roche and Amgen. A broad alliance provides Genmab with access to Medarex, Inc.'s array of proprietary technologies, including the UltiMAb(R) platform for the rapid creation and development of human antibodies to virtually any disease target. In addition, Genmab has developed UniBody(TM), a new proprietary technology that creates a stable, smaller antibody format. Genmab has operations in Europe and the US. For more information about Genmab, visit www.genmab.com. This press release contains forward looking statements. The words “believe”, “expect”, “anticipate”, “intend” and “plan” and similar expressions identify forward looking statements. Actual results or performance may differ materially from any future results or performance expressed or implied by such statements. The important factors that could cause our actual results or performance to differ materially include, among others, risks associated with product discovery and development, uncertainties related to the outcome and conduct of clinical trials including unforeseen safety issues, uncertainties related to product manufacturing, the lack of market acceptance of our products, our inability to manage growth, the competitive environment in relation to our business area and markets, our inability to attract and retain suitably qualified personnel, the unenforceability or lack of protection of our patents and proprietary rights, our relationships with affiliated entities, changes and developments in technology which may render our products obsolete, and other factors. Genmab is not under an obligation to up-date statements regarding the future following the publication of this release; nor to confirm such statements in relation to actual results, unless this is required by law. Genmab(R); the Y-shaped Genmab logo(R); HuMax(R); HuMax-CD4(R); HuMax-EGFr(TM); HuMax-Inflam(TM); HuMax-CD20(TM); HuMax-TAC(TM); HuMax-HepC(TM), HuMax-CD38(TM); HuMax-ZP3(TM); and UniBody(TM) are all trademarks of Genmab A/S. UltiMAb(R) is a trademark of Medarex, Inc. Contact: Helle Husted, Sr. Director, Investor Relations, T: +45 33 44 77 30, M: +45 25 27 47 13, E: hth@genmab.com Stock Exchange Release no. 13/2007