Genmab (GMAB) calls 2026 AGM with profit retention and share capital cut

Rhea-AI Filing Summary

Genmab A/S is convening its Annual General Meeting on March 19, 2026 in Copenhagen and outlining key proposals for shareholder approval. Shareholders will be asked to adopt the audited 2025 Annual Report, grant discharge to the Board and Executive Management, and carry forward the profit of USD 963 million to retained earnings rather than paying a dividend.

The agenda includes an advisory vote on the 2025 Compensation Report, re-election of six directors, and re-appointment of Deloitte as auditor, including a limited assurance engagement on sustainability statements. Board and committee fees for 2026 are proposed to remain at 2025 levels, with a base fee of DKK 600,000 and specified supplements for chair, deputy chair and committee roles, plus restricted stock units under the remuneration policy.

Genmab’s Board also proposes a share capital reduction by nominally DKK 1,900,000 through cancellation of 1,900,000 treasury shares that were repurchased for a total of DKK 2,473,734,807.58, at an average price of DKK 1,301.97 per share. Following this, the Articles of Association would be amended to reflect the reduced share capital, which is currently DKK 64,238,408 divided into shares of DKK 1 each, with one vote per share.

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FAQ

When and where is Genmab (GMAB) holding its 2026 Annual General Meeting?

Genmab will hold its 2026 Annual General Meeting on Thursday, March 19, 2026 at 2:00 PM CET at the Copenhagen Marriott Hotel, Kalvebod Brygge 5, DK-1560 Copenhagen V, Denmark. Shareholders can also follow a live webcast via Genmab’s website.

What profit allocation is Genmab (GMAB) proposing for the 2025 financial year?

Genmab proposes that the 2025 profit of USD 963 million be carried forward to retained earnings. This means the company intends to retain the full annual profit instead of paying it out, supporting balance sheet strength and potential future investments.

What share capital reduction has Genmab (GMAB) proposed for approval at the AGM?

Genmab proposes reducing its share capital by nominally DKK 1,900,000 through cancellation of 1,900,000 treasury shares. These shares were repurchased for a total of DKK 2,473,734,807.58, at an average price of DKK 1,301.97 per share, as part of prior buy-back programs.

What are the proposed 2026 board and committee fees at Genmab (GMAB)?

The annual base fee remains DKK 600,000 per director. The chair receives twice that amount, and the deputy chair one and a half times. Committee chairs and members receive additional fixed annual fees plus DKK 10,000 per committee meeting, and restricted stock units under the remuneration policy.

Which board members is Genmab (GMAB) proposing for re-election at the AGM?

Genmab proposes re-electing Deirdre P. Connelly, Pernille Erenbjerg, Rolf Hoffmann, Elizabeth O’Farrell, Dr. Paolo Paoletti and Dr. Anders Gersel Pedersen. The slate spans four nationalities, maintains a 50/50 gender balance, and includes five members classified as independent under applicable criteria.

How can Genmab (GMAB) shareholders register, vote, or assign proxies for the 2026 AGM?

Shareholders can register attendance online via Genmab’s or Euronext Securities’ websites or by mail, email, phone or in person by set March deadlines. Voting is via the General Meeting Portal, with options for proxy or postal voting, but the same shares cannot use both methods.

What voting majority is required to approve Genmab’s proposed capital reduction?

The proposal to reduce Genmab’s share capital under item 7(b) requires at least two-thirds of the votes cast and two-thirds of the voting share capital represented at the meeting. Other agenda items are decided by a simple majority of votes present or represented.

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 FEBRUARY 2026

COMMISSION FILE NUMBER 001-38976

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

Carl Jacobsens Vej 30

2500 Valby

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 

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, 333-253519, 333-262970, 333-277273, 333-284876 and 333-293505) 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.

EXHIBIT INDEX

Exhibit			Description of Exhibit
99.1			Company Announcement Dated February 18, 2026

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.

			GENMAB A/S
			BY:			/s/ Anthony Pagano
						Name: Anthony Pagano
						Title: Executive Vice President & Chief Financial Officer

DATE: February 18, 2026

Genmab A/S Carl Jacobsens Vej 30 2500 Valby, Denmark Tel: +45 7020 2728 www.genmab.com Company Announcement no. 06 Page 1/1 CVR no. 2102 3884 LEI Code 529900MTJPDPE4MHJ122

Exhibit 99.1

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

Company Announcement

•Genmab A/S to hold Annual General Meeting on Thursday March 19, 2026

COPENHAGEN, Denmark; February 18, 2026 – Genmab A/S (Nasdaq: GMAB) summons the Annual

General Meeting on Thursday, March 19, 2026, at 2:00 PM CET at the Copenhagen Marriott Hotel,

Kalvebod Brygge 5, DK-1560 Copenhagen V, Denmark.

The notice for the Annual General Meeting, including Appendix 1: Candidates for the Board of Directors,

is attached.

About Genmab

Genmab is an international biotechnology company dedicated to improving the lives of people with cancer

and other serious diseases through innovative antibody medicines. For over 25 years, its passionate,

innovative and collaborative team has advanced a broad range of antibody-based therapeutic formats,

including bispecific antibodies, antibody–drug conjugates (ADCs), immune-modulating antibodies and

other next-generation modalities. Genmab’s science powers eight approved antibody medicines, and the

company is advancing a strong late-stage clinical pipeline, including wholly owned programs, with the

goal of delivering transformative medicines to patients.

Established in 1999, Genmab is headquartered in Copenhagen, Denmark, with international presence

across North America, Europe and Asia Pacific. For more information, please visit Genmab.com and

follow us on LinkedIn and X. 

Contact:           

Marisol Peron, Senior Vice President, Global Communications & Corporate Affairs

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

Andrew Carlsen, Vice President, 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®; HexaBody®; DuoHexaBody®, HexElect® and KYSO®.

Genmab A/S Carl Jacobsens Vej 30, DK-2500 Valby, Denmark

Tel. +45 7020 2728        www.genmab.com CVR no. 2102 3884

To the Shareholders of Genmab A/S

February 18, 2026

ANNUAL GENERAL MEETING

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

General Meeting on

Thursday March 19, 2026, at 2:00 PM CET

at the Copenhagen Marriott Hotel, Kalvebod Brygge 5, DK-1560 Copenhagen V, Denmark.

Agenda:

1.Report by the Board of Directors on the Company’s activities during the past year.

2.Presentation and adoption of the audited Annual Report 2025 and resolution to discharge the

Board of Directors and the Executive Management from liability.

3.Resolution on the distribution of profits as recorded in the adopted Annual Report.

4.Presentation of an advisory vote on the 2025 Compensation Report.

5.Election of members of the Board of Directors.

6.Election of auditor.

7.Proposals from the Board of Directors:

(1)Approval of remuneration to the Board of Directors for 2026.

(2)Proposal to reduce the Company’s share capital for the purpose of cancelling treasury

shares.

8.Authorization of the chair of the General Meeting.

9.Any other business.

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 2025 and to grant discharge to the Board of Directors

and the Executive Management.

Re item 3 on the agenda:

It is proposed that the profit of USD 963 million for the accounting year 2025 be carried forward by

transfer to retained earnings.

Re item 4 on the agenda:

It is proposed to approve the 2025 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 a period which expires at the Company's next Annual General Meeting (i.e., for approximately

one year). The election period for Deirdre P. Connelly, Pernille Erenbjerg, Rolf Hoffmann, Elizabeth

O’Farrell, Dr. Paolo Paoletti and Dr. Anders Gersel Pedersen therefore expires at this General Meeting.

The Nominating and Corporate Governance Committee has conducted its annual evaluation of the Board

of Director’s composition and competencies and finds that that the current members of the Board of

Director collectively possess the necessary experience and expertise to support the Company’s strategic

direction and continued development.

The Board of Directors proposes, on the recommendation of the Nominating and Corporate Governance

Committee, to re-elect Deirdre P. Connelly, Pernille Erenbjerg, Rolf Hoffmann, Elizabeth O’Farrell, Dr.

Paolo Paoletti and Dr. Anders Gersel Pedersen.

The members of the Board of Directors proposed for re-election represent four nationalities and an equal

gender balance with 50% being male and 50% being female. Five of the six proposed members are

considered independent. In preparation of the recommendation of the Nominating and Corporate

Governance Committee, the proposed members’ external time commitments have been carefully

assessed, taking into account shareholders’ expectations in this regard.

Information on the nominated candidates including details on their special competencies and additional

executive functions/directorships is included in the enclosed Appendix 1.

Re item 6 on the agenda:

The Board of Directors proposes re-election of Deloitte Statsautoriseret Revisionspartnerselskab (CVR

no. 33963556) 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.

The Board of Directors further proposes that Deloitte Statsautoriseret Revisionspartnerselskab's audit

assignment also include the issue of a limited assurance report on the sustainability statements in the

management review.

Re item 7 (a) on the agenda:

The Board of Directors proposes that the annual base fees for members of the Board of Directors,

including the committees thereof, in 2026 shall remain unchanged at the same level as in 2025 and in

accordance with the Remuneration Policy for the Board of Directors and the Executive Management of

Genmab A/S:

•The annual base fee for members of the Board of Directors shall be DKK 600,000.

•The chair of the Board of Directors shall receive two times the annual base fee.

•The deputy chair of the Board of Directors shall receive one and a half times the annual base fee.

•The Audit and Finance Committee chair shall receive an annual fee of DKK 150,000 and the Audit

and Finance Committee members an annual fee of DKK 100,000.

•The Compensation Committee chair shall receive an annual fee of DKK 120,000 and the

Compensation Committee members an annual fee of DKK 80,000.

•The Nominating and Corporate Governance Committee chair shall receive an annual fee of DKK

100,000 and the Nominating and Corporate Governance Committee members an annual fee of

DKK 70,000.

•The Scientific Committee chair shall receive an annual fee of DKK 130,000 and the Scientific

Committee members an annual fee of DKK 100,000.

•All committee members shall receive a fee of DKK 10,000 per committee meeting.

Members of the Board of Directors will furthermore receive share-based instruments in the form of

restricted stock units in accordance with the applicable 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 reduce the Company’s share capital by nominally DKK 1,900,000 by

cancellation of 1,900,000 of the Company’s holding of shares in accordance with the rules on capital

reductions set out in section 188(1)(ii) of the Danish Companies Act.

If the proposal is adopted, the Company’s holding of treasury shares will be reduced by 1,900,000 shares

of a nominal value of DKK 1 each. The treasury shares have been repurchased for a total amount of DKK

2,473,734,807.58 as part of the Company's share buy-back programs.

In addition to the nominal capital reduction amount, the relevant shareholders have received DKK

2,471,834,807.58. Thus, the average repurchase price for the shares affected by the capital reduction

was DKK 1,301.97 (in round figures) per share of nominally DKK 1.

Accordingly, it is proposed to amend Article 4 of the Company’s Articles of Association with effect from the

date of the capital reduction so that the share capital is reduced with nominally DKK 1,900,000.

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.

-o0o-

The proposal under item 7 (b) of the agenda is 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 are required to be adopted by a simple majority of

votes.

The Company's share capital amounts to DKK 64,238,408 divided into shares of DKK 1 each or any

multiple hereof. Each share amount of DKK 1 shall entitle the shareholder to one vote.

__________

In accordance with Section 99 of the Danish Companies Act, the following documents will be published on

the Company’s website (www.genmab.com) no later than February 25, 2026: (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, (5) the Annual Report for 2025, (6) the 2025 Compensation

Report, and (7) forms needed to register for the Annual General Meeting and 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 Thursday

March 12, 2026.

Registering attendance: Shareholders who wish to attend the Annual General Meeting must register

their attendance no later than Friday March 13, 2026, by:

•Visiting the Company’s website www.genmab.com or Euronext Securities’ website www.euronext.com/

cph-agm no later than 11:59 PM CET to register electronically; or

•Returning the enclosed registration form – duly completed and signed – to Euronext Securities, Nicolai

Eigtveds Gade 8, DK-1402 Copenhagen K, Denmark by post no later than 11:59 PM CET or by e-mail

to CPH-investor@euronext.com; or

•Contacting Genmab A/S, Investor Relations, Carl Jacobsens Vej 30, DK-2500 Valby, Denmark either in

person or in writing no later than 10:00 AM CET; or

•Contacting Euronext Securities telephonically at +45 43 58 88 66 no later than 4:00 PM CET.

As a prerequisite for attending, shareholders must provide an e-mail address when registering their

attendance, as information on how to register attendance at the General Meeting will be sent to the

individual shareholders via e-mail immediately following registration. Attendance in person also requires

the shareholder to log onto the General Meeting Portal using the registration mail with the QR code on a

smartphone or a tablet to verify admission and to vote.

It is the shareholders’ responsibility to make sure they can log onto the General Meeting Portal, but

assistance will be available at the entrance.

Shareholders may bring their own phone/tablet or ask to borrow a pre-set device from Euronext

Securities.

Voting: Voting will take place via the General Meeting Portal. Shareholders must log on to the portal in

order to be able to vote. Shareholders who have granted proxies or voted by post prior to the General

Meeting will not be able to vote during the General Meeting.

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 Euronext Securities’ website www.euronext.com/cph-

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 CET on Friday March 13, 2026. You may alternatively

complete and sign the enclosed proxy form and return it by post to Euronext Securities, Nicolai Eigtveds

Gade 8, DK-1402 Copenhagen K, Denmark, or scan it and return it by e-mail to CPH-

investor@euronext.com so that it is received by Euronext Securities by 11:59 PM CET on Friday March

13, 2026.

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.euronext.com/cph-agm to vote by post. This

must be completed by 10:00 AM CET on Wednesday March 18, 2026. You may alternatively complete

and sign the enclosed postal voting form and return it by post to Euronext Securities, Nicolai Eigtveds

Gade 8, DK-1402 Copenhagen K, Denmark, or scan it and return it by e-mail to CPH-

investor@euronext.com so that it is received by Euronext Securities by 10:00 AM CET on Wednesday

March 18, 2026.

Please note that you may either assign a proxy or vote by post, but not both.

Any shareholder, to whom an 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

March 13, 2026.

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 assessment of the Annual Report

2025, 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 & Corporate Affairs (mmp@genmab.com) or to Andrew Carlsen (EU), Vice President,

Head of 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 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 2025 to the auditor appointed by the General Meeting.

Webcast: Shareholders who are not attending the Annual General Meeting can watch the live webcast on

the Company’s website www.genmab.com. The live webcast is publicly accessible and requires no

registration.

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: www.genmab.com/privacy/shareholders-genmab-a-s for details.

Copenhagen, February 18, 2026

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.

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

Appendix 1: Candidates for the Board of Directors

Deirdre P. Connelly

Female, Hispanic/American, 65

Board Chair (Independent, elected by the General Meeting);

Member of the Audit and Finance Committee, the Compensation

Committee and the Nominating and Corporate Governance

Committee

First elected 2017, current term expires 2026

Special Competencies and Qualifications

Deirdre P. Connelly has more than 30 years’ experience as a

corporate leader and board member in publicly traded companies

with global operations. She has comprehensive knowledge and

experience with business conduct, business turnaround and

product development and has successfully directed the launch of

more than 20 new pharmaceutical drugs. As a former HR

executive, Deirdre P. Connelly also has valuable insight in

corporate culture transformation, talent development and

managing large organizations. She furthermore has significant

experience with the development of governance and other

sustainability related responsibilities from various leadership roles

and as a board member. Deirdre P. Connelly is former President of

U.S. Operations of Eli Lilly and Company and former President,

North America Pharmaceuticals for GlaxoSmithKline.

ESG Competencies: Social · Governance

Current Board Positions

Member: Lincoln Financial Corporation1, Macy’s Inc.2, Sarepta

Therapeutics, Inc.3

1. Chair of Compensation Committee, Member of Audit Committee, Corporate

Governance Committee and Executive Committee

2. Chair of Nominating and Corporate Governance Committee, Member of

Compensation and Management Development Committee

3. Chair of Compensation Committee, Member of Nominating and Corporate

Governance Committee

Pernille Erenbjerg

Female, Danish, 58

Deputy Board Chair (Independent, elected by the General

Meeting); Chair of the Audit and Finance Committee, Member of

the Nominating and Corporate Governance Committee

First elected 2015, current term expires 2026

Special Competencies and Qualifications

Pernille Erenbjerg has broad executive management and business

experience from the telecoms, media and tech industries. She has

extensive expertise with business conduct and in operation and

strategic transformation of large and complex companies,

including digital transformations and digitally based innovation,

and has been responsible for major transformation processes in

complex organizations including M&A. Pernille Erenbjerg

furthermore has significant IT and cybersecurity expertise and

sustainability related experience from various executive and non-

executive positions. She has a Certified Public Accountant

background (no longer practicing) and has a comprehensive all-

around background within finance, including extensive exposure to

public and private equity and debt investors. Pernille Erenbjerg is

former CEO and President of TDC Group A/S. Pernille Erenbjerg

is an audit committee financial expert based on her professional

experience, including her background within accounting, her

service in senior finance leadership at TDC Group A/S and as an

audit committee chair or member at other public companies.

ESG Competencies: Environmental · Social · Governance

Current Board Positions

Chair: KK Wind Solutions*

Member: RTL Group1, GlobalConnect, Nokia2

1. Chair of Audit Committee

2. Member of Audit Committee and Corporate Governance and Nomination

Committee

Rolf Hoffmann

Male, German/Swiss, 66

Board Member (Independent, elected by the General Meeting);

Member of the Audit and Finance Committee and the Scientific

Committee

First elected 2017, current term expires 2026

Special Competencies and Qualifications

Rolf Hoffmann has more than 30 years’ experience in senior

management and as a board member in the life science industry

worldwide. He has significant expertise with business conduct and

in creating and optimizing commercial opportunities in global

markets and has managed companies across multiple continents

with multibillion P&L and cross-functional accountability. Rolf

Hoffmann furthermore has knowledge and experience with

governance, compliance and ensuring organizational efficiency

from various management positions as well as from being a board

member. Rolf Hoffmann has held a variety of sales and marketing

and executive management positions with Eli Lilly and Company,

and is former Senior Vice President, International Commercial

Operations and former Senior Vice President, U.S. Commercial

Operations with Amgen.

ESG Competencies: Environmental · Social · Governance

Current Position, including Managerial Positions

Adjunct Professor of Strategy and Entrepreneurship at University

of North Carolina Business School

Current Board Positions

Deputy Chair: Priavoid GmbH*

Member: Semdor Pharma*, Sun Pharmaceutical Industries Ltd.1

1. Member of Nomination and Remuneration Committee

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

Appendix 1: Candidates for the Board of Directors

Elizabeth O’Farrell

Female, American, 61

Board Member (Independent, elected by the General Meeting);

Chair of the Compensation Committee and Member of the Audit

and Finance Committee

First elected 2022, current term expires 2026

Special Competencies and Qualifications

Elizabeth O’Farrell has solid financial experience from her 25-year

career in finance leadership roles and as a board member. During

her career, she has led multiple strategy, planning and resource

allocation processes in multiple roles and in cross-functional

teams. Elizabeth O’Farrell has significant knowledge and expertise

in business conduct and with driving paradigm changing

contributions within finance and the enterprise through

collaboration and influence. In addition to experience at Price

Waterhouse and Whipple & Company Corporation, Elizabeth

O’Farrell held various executive management positions at Eli Lilly

and Company, including as former Chief Procurement Officer.

Elizabeth O’Farrell is an audit committee financial expert based on

her professional experience, including her service in senior finance

leadership positions at Eli Lilly and as an audit committee chair or

member at other public companies. She has also completed the

Nasdaq Center for Board Excellence Cyber Security Program.

ESG Competencies: Social · Governance

Current Board Positions

Chair: PDL BioPharma*, Geron Corporation1

Member: LENSAR1, Karius*1, Spyglass Pharma, Inc1

1. Chair of Audit Committee

Paolo Paoletti, M.D.

Male, Italian/American, 75

Board Member (Independent, elected by the General Meeting);

Chair of the Scientific Committee and Member of the

Compensation Committee

First elected 2015, current term expires 2026

Special Competencies and Qualifications

Paolo Paoletti has extensive experience in research, development

and commercialization in the pharmaceutical industry, where he

has been responsible for the development of several medicines

approved globally and the related global commercial strategies. As

an executive, he has led cross-functional teams on the

development and registration of medicines and has been

responsible for all compliance aspects for the R&D organization.

Paolo Paoletti has successfully conducted submissions and

approvals of new cancer drugs and new indications in the U.S., in

Europe and in Japan. He furthermore has significant experience

with governance, including business conduct, from various

leadership roles and as a board member. Paolo Paoletti is former

Vice President of Oncology Clinical Development with Eli Lilly and

Company, former President of GSK Oncology with

GlaxoSmithKline and former CEO of GAMMADELTA Therapeutics.

ESG Competencies: Environmental · Social · Governance

Current Position, including Managerial Positions

Member of the Investment Committee for Apollo Therapeutics

Limited*

Scientific Advisor for 3B Future Health Fund*

Scientific Advisor for Sun Pharmaceuticals

Current Board Positions

None

Anders Gersel Pedersen, M.D., Ph.D.

Male, Danish, 74

Board Member (Non-independent, elected by the General

Meeting); Chair of the Nominating and Corporate Governance

Committee and Member of the Compensation Committee  and the

Scientific Committee

First elected 2003, current term expires 2026

Special Competencies and Qualifications

Anders Gersel Pedersen has more than 30 years’ board and

management experience in publicly traded, international

pharmaceutical and biotech companies. He has significant

knowledge and expertise in discovery and development of the

product pipeline from preclinical activities to post-launch marketing

studies as well as solid business experience. Anders Gersel

Pedersen furthermore has extensive experience with the global

pharmaceutical market and has built comprehensive knowledge

and insight in governance, including business conduct, and the

development of other sustainability related responsibilities from

various leadership roles and as a board member. Anders Gersel

Pedersen is former Executive Vice President of Research &

Development of H. Lundbeck.

ESG Competencies: Environmental · Social · Governance

Current Board Positions

Chair: Aelis Farma S.A.S.

Member: Bond 2 Development GP Limited*

Filing Exhibits & Attachments

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