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GENMAB A/S

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BY:

/s/ Anthony Pagano

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Name: Anthony Pagano

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Title: Executive Vice President & Chief Financial Officer

Exhibit

Description of Exhibit

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99.1

Company Announcement Dated February 23, 2023: Notice to Convene the Annual General Meeting of Genmab A/S

Genmab A/S

Tel: +45 7020 2728

Company Announcement no. 08

Kalvebod Brygge 43

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Page 1/1

21560 Copenhagen V, Denmark

www.genmab.com

CVR no. 2102 3884

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LEI Code 529900MTJPDPE4MHJ122

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Deirdre P. Connelly

Female, Hispanic/American, 62

Board Chair (Independent, elected by the General Meeting); Chair of the Nominating and Corporate Governance Committee, Member of the Audit and Finance Committee and the Compensation Committee

First elected 2017, current term expires 2023

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Special Competencies
More than 30 years’ experience as a corporate leader and extensive experience in corporate governance as a board member. Comprehensive experience with business turnaround, corporate culture transformation, product launch, and talent development. Successfully directed the launch of more than 20 new pharmaceutical drugs. Former President, North America Pharmaceuticals for GlaxoSmithKline.

Current Board Positions
Member: Lincoln Financial Corporation¹, Macy’s Inc.²

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

2. Chair of Nominating and Governance Committee, Member of Compensation and Management Development Committee

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Pernille Erenbjerg

Female, Danish, 55

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 2023
 
Special Competencies
Senior executive management and broad business experience from the telecoms, media and tech industries. Extensive experience with operation and strategic transformation of large and complex companies, including digital transformations and digitally based innovation. ESG experience from executive and non-executive positions. Comprehensive all-around background within finance, including extensive exposure to public and private equity and debt investors. Certified Public Accountant background (no longer practicing). Responsible for major transformation processes in complex organizations including M&A. Former CEO and President of TDC Group A/S. Due to her experience and background within accounting, Pernille Erenbjerg qualifies as an audit committee financial expert.
 
Current Board Positions
Chair: Nordic Entertainment Group (NENT)

Deputy Chair: Millicom¹
Member: RTL Group², GlobalConnect*

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1. Chair of Compensation Committee

2. Member of Audit Committee

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Rolf Hoffmann

Male, German, 63

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 2023

Special Competencies
Extensive international management experience with expertise in creating and optimizing commercial opportunities in global markets. Additional expertise in P&L management, governance and Corporate Integrity Agreement management, compliance and organizational efficiency. Over 20 years’ experience in the international pharmaceutical and biotechnology industries at Eli Lilly and Amgen.

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Current Position, including Managerial Positions
Adjunct Professor of Strategy and Entrepreneurship at University of North Carolina Business School

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Current Board Positions:
Member: Paratek Pharmaceuticals, Inc.¹, IDT Biologika, Semdor Pharma*

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1. Member of Nominating and Corporate Governance Committee

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Elizabeth O’Farrell

Female, American, 58

Board Member (Independent, elected by the General Meeting); Member of the Audit and Finance Committee and the Compensation Committee

First elected 2022, current term expires 2023
 
Special Competencies
Solid financial experience including strategic, operational and reporting across the value chain. Additional expertise in leading cross-functional teams, championing culture, and driving paradigm changing contributions within finance and the enterprise through collaboration and influence. Over 24-years experience at Eli Lilly, in addition to experience at Price Waterhouse and Whipple & Company Corporation.
 
Current Board Positions

Chair: PDL BioPharma*

Member: LENSAR¹, Geron Corporation², Karius*³
 
1. Chair of Audit Committee

2. Chair of Audit Committee

3. Chair of Audit Committee

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Paolo Paoletti, M.D.

Male, Italian (U.S. Citizen), 72

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 2023
 
Special Competencies
Extensive experience in research, development and commercialization in the pharmaceutical industry. Successfully conducted submissions and approvals of new cancer drugs and new indications in the U.S. and in Europe. Responsible for seven new medicines for cancer patients during his 10 years at GlaxoSmithKline and one new cancer medicine during his time at Eli Lilly.
 
Current Position, including Managerial Positions
Member of the Investment Committee for Apollo Therapeutics Limited*

Scientific Advisor for 3B Future Health Fund*

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Current Board Positions
Member: Akamis Bio Limited*

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

Male, Danish, 71

Board Member (Non-independent, elected by the General Meeting); Chair of the Compensation Committee and Member of the Scientific Committee and the Nominating and Corporate Governance Committee

First elected 2003, current term expires 2023
 
Special Competencies
Business and management experience in the pharmaceutical industry, including expertise in clinical research, development, regulatory affairs and product life cycle management. Former Executive Vice President of Research & Development of H. Lundbeck A/S.
 
Current Board Positions
Chair: Aelis Farma S.A.S.

Deputy Chair: Bavarian Nordic A/S¹

Member: Hansa Biopharma AB², Bond 2 development GP limited*

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1. Member of Nomination and Compensation Committee, Member of Science, Technology & Investment Committee

2. Chair of Scientific Committee, Member of Remuneration Committee

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Purpose and Link to

Strategy

Description of Component

Relative Share

of Component

Base fees

Ensure Genmab A/S can attract and retain qualified individuals to the Board of Directors.

Each member of the Board of Directors receives a fixed annual base fee. The Chair of the Board of Directors receives two (2) times the fixed annual base fee, and the Deputy Chair receives one and a half (1.5) times the fixed annual base fee.

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In addition to the fixed annual base fee, a member of a board committee may receive a supplemental annual fee per committee and a fee per committee meeting attended.

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Fee levels for directors are reviewed by the Board of Directors annually. When reviewing fees, reference is made to fees payable in Genmab A/S’ peer group as determined from time to time (see the relevant Compensation Report), the extent of the duties performed and the expected time commitment of the role.

The fixed annual base fee as well as the supplemental annual fee per committee and the fee per committee meeting attended must be approved annually at Genmab A/S’ Annual General Meeting based upon a proposal by the Board of Directors.

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For the financial year 2021 (the first year of operation of the revised Remuneration Policy) the illustrative fee levels proposed are as follows:

The typical proportion of cash fees as a relative share of the Board of Directors’ compensation is between 45% to

75%.

Purpose and Link to

Strategy

Description of Component

Relative Share

of Component

Share-based instruments

Share-based instruments¹ constitute a common part of the compensation paid to members of the board of directors in competing international biotech and biopharmaceutical companies and in U.S. biotech companies in particular. The allocation of time-vested RSUs are is intended to reinforce the alignment of interest between shareholders and the Board of Directors as well as being a necessary part of their compensation to ensure that Genmab A/S is competitive in the international market and to be able to attract and retain highly-qualified members of the Board of Directors on a continuous basis. It is not deemed to be an incentive device, but rather a compensatory element to ensure alignment with shareholder interests.

The share-based instruments granted to the Board of Directors may be in the form of restricted stock units (RSUs).

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A new member of the Board of Directors may be granted RSUs upon election corresponding to a fair value calculated (at the time of grant) of up to four (4) times the fixed annual base fee. The fair value of each RSU is equal to the closing market price on the date of grant.

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In addition, the members of the Board of Directors may be granted RSUs on an annual basis corresponding to a fair value (at the time of grant and calculated as set out above) of up to one (1) time the fixed annual base fee, for the Chair the fair value shall be of up to two (2) times the fixed annual base fee and for the Deputy Chair the fair value shall be of up to one point five (1.5) times the fixed annual base fee.

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RSUs consist of conditional share allocations that vest on the first banking day of the month following a period of three (3) years from the date of grant, except in limited termination scenarios as described in this Remuneration Policy. To ensure the Board of Directors’ independence and supervisory function, vesting of RSUs granted to members of the Board of Directors shall not be subject to fulfilment of forward-looking performance criteria.

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The vesting period starts at the time of grant of the RSUs. If a member of the Board of Directors ceases to be a member of the Board of Directors for any reason other than death, unvested RSUs will be prorated based on time-served and such prorated RSUs will remain outstanding and continue to vest. Unvested RSUs will be forfeited upon death.

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Upon vesting, the holder of an RSU is obliged to will receive one (1) share in Genmab A/S for each RSU, either free of charge or against payment of DKK 1 per share as determined by the Board of Directors.

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In the event of a change in control of Genmab A/S, the RSUs will vest in their entirety on a “double trigger” accelerated basis if the member of the Board of Directors is replaced by a new board member or such member’s seat on the Board of Directors is eliminated due to a reduction in the number of board members.

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The RSUs 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, i.e. roll over or exchange into equivalent awards.

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Genmab A/S purchases its own shares in order to cover its obligations in relation to the vesting of RSUs.

The typical proportion of share-based compensation as a relative share of the Board of Directors’ compensation is between 25% - 55%.

Purpose and Link to Strategy

Description of Component

Maximum Opportunity

Performance Metrics

Relative Share

of Component

Base Salary

Reflect the individual’s skills and experience, role and responsibilities.

Members of the Executive Management receive a fixed annual base salary for their day-to- day job. Salaries are usually

denominated either in DKK, EUR or USD.

Annual salary increases will typically not exceed the relevant market norms in terms of percent increase and will take into account

increases for Genmab A/S’ employees as a whole.

Any increase shall be based both on individual and Genmab A/S’ performance as well as benchmark analyses.

20% to 25%

Pension

Provide a framework to save for retirement.

Members of the Executive Management are entitled to pension contribution.

Fixed amount or percentage of base salary.

In the 2020 financial year company contributions were less than 5%.

Not applicable

<5%

Other Benefits

Provide competitive benefits. Additional benefits may also be provided in order to compensate members of the Executive Management working away from their normal country of residence.

In addition to usual perquisites, the members of the Executive Management may receive non- monetary benefits such as (but not limited to) health and accident insurance, life assurance, retirement benefits, company cars, telephones and the reimbursement of the costs of tax advice.

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Where members of the Executive Management are required to work away from their normal country of residence, they are entitled to a payment to offset any additional tax in their place of work versus their resident country. On recruitment it may be necessary to provide for relocation and/or

expatriation and the Policy

The maximum opportunity depends on the cost of the benefits to Genmab A/S. In the 2020 financial year the average value of benefits as a percentage of fixed annual base salary was up to 6.6%.

None

5% to 15%

Purpose and Link to Strategy

Description of Component

Maximum Opportunity

Performance Metrics

Relative Share

of Component

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expressly allows for this; Genmab A/S may pay for such based on approval from the Board of Directors on the basis that the Board of Directors shall agree to

pay no more than is necessary.

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Annual Cash Bonus

Motivate members of the Executive Management to achieve key objectives on an annual basis

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A portion of the earned bonus shall be delivered in the form of RSUs in order to further align the interest of the Executive Management with the long-term interests of our shareholders

A non-share-based instrument, either as a bonus scheme or annual incentive arrangement, may have a term of one or more years and/or be dependent on the occurrence of one or more specific predefined events affecting Genmab A/S. Such bonus may also be a loyalty bonus or any similar cash bonus.

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Annual bonuses are paid in cash, with a portion convertible into deferred RSUs, following the determination of achievement against performance goals and KPIs (see page 4 of this Remuneration Policy). Irrespective of the description of the RSU component in the share-based compensation section below, deferred RSUs shall not be subject to prorated vesting or forward-looking performance criteria.

Members of the Executive Management may receive a maximum annual bonus of 150% (for the CEO) and 90% (for other members of Executive Management) of their annual base salaries dependent on their positions, calculated before any pension contribution and bonus payment, based on their achievement of certain predetermined and well- defined annual milestones.

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Bonuses are usually either denominated in DKK, EUR or USD.

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Achievement is based on predetermined and well-defined annual performance goals or KPIs whether financial or strategic, directly linked to Genmab A/S’ business strategy and desire to generate sustainable value. The KPIs/performance goals may be personal relating to the member of the Executive Management’s own performance, or they may be based on the results of Genmab A/S, the results of one or more business units of Genmab A/S, and/or the occurrence of a specific event.

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Whether a bonus is paid or not will depend on the extent to which the KPIs and/or performance goals are met and the targets reached. The Compensation Committee reviews, at the end of the year, the performance against each of the measures and targets set, and makes recommendations to the Board of Directors. The assessment as to whether the financial KPIs are achieved will generally be made on the basis of the audited Annual Report.

15% to 25%

Purpose and Link to Strategy

Description of Component

Maximum Opportunity

Performance Metrics

Relative Share

of Component

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Bonus payments above 100% of base salary (for the CEO) and above 60% of base salary (for other members of Executive Management) shall be delivered in the form of deferred RSUs that vest on the first banking day of the month following a period of three (3) years from the date of grant.

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The degree of achievement of the non-financial performance goals and/or KPIs will be assessed on the basis of externally and/or internally validated determinations.

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Share-based Compensation – Restricted Stock Units

Motivate members of the Executive Management to achieve short-term and long-term goals and business strategies and thereby support sustainability. Aligns to strategy and creation of shareholder value to enable Genmab A/S to offer an internationally competitive compensation package to attract and retain qualified members of the Executive Management. Share- based instruments constitute a common part of compensation paid to members of the Executive Management in competing international companies.

Annual grants of share-based instruments to members of the Executive Management are used primarily as an incentive to increase the long-term performance and success of Genmab A/S, and also in recognition of past contributions and accomplishments.

The share-based instruments granted to the members of the Executive Management may shall be in the form of RSUs or a combination of RSUs and warrants (options to subscribe for shares in Genmab A/S). Vesting of share-based instruments is governed by applicable award agreements and programs, including certain “good leaver” and “bad leaver” provisions.

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The individual grants will be determined by the Board of Directors on the basis of criteria including the recipient's importance for and participation in achieving the sustainability and long-term targets and strategies of Genmab A/S.

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RSUs consist of conditional share allocations that vest on the first banking day of the month following a period of three (3) years from

The members of the Executive Management may on an annual basis be granted share-based instruments (including warrants) corresponding to a fair value (at the time of grant) of up to six (6) four (4) times the member's annual base salary, calculated before any pension contribution and bonus payment, in the financial year of grant. The number of warrants and RSUs takes into account a number of factors including but not limited to each individual’s responsibilities, contribution and market data. The fair value of each RSU is equal to the closing market price on the date of grant whereas the fair value of each warrant is calculated by application of the Black-Scholes formula.

Vesting of RSUs granted to members of the Executive Management shall be subject to fulfilment of forward-looking performance criteria as determined by the Board of Directors.

Such forward-looking performance criteria may include but will not be limited to one or more of the following criteria: development in sales and royalty payments relating to marketed products; development in and results of continued label expansion activities; entering into new or extended collaboration arrangements; progression of Genmab A/S’ R&D pipeline in clinical and pre-clinical phases and filings of INDs and/or CTAs in accordance with or exceeding projected expectations; development of new proprietary next-generation antibody technologies; and recruiting, retaining and developing a world-class team.

30% to 45%

Purpose and Link to Strategy

Description of Component

Maximum Opportunity

Performance Metrics

Relative Share

of Component

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the date of grant, except in limited termination scenarios as described in this Remuneration Policy.

Upon vesting, the holder of a restricted stock unit is obliged to will receive one (1) share in Genmab A/S for each RSU, either free of charge or against payment of DKK 1 per share as determined by the Board of Directors.

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If an Executive Management member’s employment ceases due to being a “bad leaver,” then any unvested RSUs shall be automatically forfeited.

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If an Executive Management member’s employment ceases as a result of being a “good leaver” (generally, a termination of employment without cause, a constructive termination of employment or a qualifying retirement), then a prorated share of the RSUs that are granted, but not yet vested, shall remain outstanding in accordance with their terms for the remainder of the vesting period and shall be settled at the same time and subject to the same conditions that apply to then-active participants in the RSU program and the terms of the RSU award agreement, and the remainder of the RSUs that are granted, but not yet vested, shall be automatically forfeited.

Notwithstanding the above, in no event may the fair value calculated (at the time of grant) of share- based instruments (i.e. RSUs and warrants) granted to a member of the Executive Management on an annual basis exceed DKK 25

million (excluding any sign-on payments or buyouts).

Subject to any competitive or sensitivity considerations, Genmab A/S discloses further information in the financial reports at the end of the vesting period. Performance measures are linked to Genmab A/S’ financial and strategic priorities as an incentive to increase the future value of Genmab A/S but also in recognition of past contributions and accomplishments. The Compensation Committee reviews, at the end of the year, the performance against each of the measures and targets set to make recommendations to the Board of Directors regarding the level of award payable. The assessment as to whether the financial performance measures are achieved will generally be made on the basis of the audited Annual Report. The degree of achievement of the strategic performance measures will be assessed on the basis of externally and/or internally validated estimates.

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Purpose and Link to Strategy

Description of Component

Maximum Opportunity

Performance Metrics

Relative Share

of Component

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In the event of a change in control of Genmab A/S, the RSUs will vest in its entirety on a “double trigger” accelerated basis if the employment terms of the Executive Management member is are materially changed to his or her detriment during the 12-month period following the change in control.

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The RSUs 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, i.e., roll over or exchange into equivalent awards.

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Genmab A/S purchases its own shares in order to cover its obligations in relation to the vesting of RSUs.

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Share-based Compensation – Warrants

Motivate members of the Executive Management over the longer term. Aligned to strategy and creation of shareholder value to enable Genmab A/S to offer an internationally competitive compensation package to attract and retain qualified members of the Executive Management. Share-

based instruments constitute a

As described above the share- based instruments granted to the members of the Executive Management including new members may be in the form of RSUs or a combination of RSUs and warrants (options to subscribe for shares in Genmab A/S). Each warrant entitles the holder to buy one share.

The members of the Executive Management may on an annual basis be granted share-based instruments (warrants and RSUs) corresponding to a fair value (at the time of grant) of up to four (4) times the member's annual base salary calculated before any pension contribution and bonus

payment, in the year of grant. The

The exercise price of a warrant may not be lower than the closing price of Genmab A/S shares on the date of grant. This aligns interests of the Executive Management with long term interests of Genmab A/S’ shareholders.

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The share price is deemed to be

10% to 15%

Purpose and Link to Strategy

Description of Component

Maximum Opportunity

Performance Metrics

Relative Share

of Component

common part of the compensation paid to members of the executive management in competing international companies.

Annual grant of share-based instruments to members of the Executive Management is used primarily as an incentive to increase the future value of Genmab A/S, but also in recognition of past contributions and accomplishments.

If members of the Executive Management are granted a combination of restricted stock units and warrants, the proportional value of the warrants may not exceed 25% of the total fair value (at the time of grant).

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Warrants are granted free of charge and may be exercised at an exercise price which cannot be lower than the price of Genmab A/S’ shares as noted on the Nasdaq Copenhagen at close of business on the day of grant, but not less than par. Accordingly, members of the Executive Management will not be in the position to realize an immediate gain upon the grant of warrants. Not until the time of a later exercise, subject to the vesting rules, may the warrant holder be in a position to gain value.

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The individual grants will be determined by the Board of Directors on the basis of criteria including the recipient's importance to, and participation in, achieving the sustainability and long-term targets and strategies of Genmab A/S.

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Warrants vest three (3) years after the date of grant, except in limited termination scenarios as described

number of warrants and RSUs takes into account a number of factors including but not limited to each individual’s responsibilities, contribution and market data. The fair value of each RSU is equal to the closing market price on the date of grant whereas the fair value of each warrant is calculated by application of the Black-Scholes formula.

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Notwithstanding the above, in no event may the fair value (at the time of grant) of share-based instruments granted to a member of the Executive Management on an annual basis exceed DKK 25 million (excluding any sign-ons or buyouts).

the performance measure as the warrants have no value unless the share price increases.

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in this Remuneration Policy, and may be subject to certain conditions such as continued employment of the Executive Management.

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Warrants granted to members of the Executive Management are subject to an additional two (2) year lock-in period upon vesting. The warrants shall lapse automatically, without prior notice and without compensation on the seventh (7th) anniversary of the grant date.

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If an Executive Management member’s employment ceases due to being a “bad leaver,” then any unvested warrants shall be automatically forfeited.

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If an Executive Management member’s employment ceases as a result of being a “good leaver”, then a prorated share of the warrants that are granted, but not yet vested, shall remain outstanding in accordance with their terms for the remainder of the vesting period.

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In the event of a change in control of Genmab A/S, the warrants will vest in its entirety on a “double trigger” accelerated basis if the employment terms of the Executive Management member is materially changed to his or her detriment during the 12-month

period following the change in control.

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The 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 warrants, i.e. roll over or exchange into equivalent awards.

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Sign-ons and Buyouts

Enables Genmab A/S to offer an internationally competitive compensation package to attract qualified members of the Executive Management.

A new member of the Executive Management may receive a sign-on payment upon engagement subject to certain claw-back provisions. Also, a new member of the Executive Management may receive a buyout payment to compensate for foregone compensation. Sign-on and/or buyouts may be in the form of RSUs, warrants, and/or cash.

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RSUs vest on the first banking day of the month following a period of three (3) years from the date of grant, except in limited termination scenarios as described in this Remuneration Policy, and may be subject to certain conditions such as continued employment of the Executive Management.

Any sign-on payments to new members of the Executive Management (whether externally hired or internally promoted) will be limited to a value corresponding to four (4) times the annual base salary, whether in cash, warrants and/or RSUs.

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Buyouts (to make a recipient whole for forfeited opportunities) will not be capped but will be based on an objective estimate of the forfeited compensation in question.

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In the event that the sign-on and/or buyout is granted in the form of RSUs or warrants, the fair value of each RSU is equal to the closing market price on the date of grant whereas the fair value of each warrant is calculated by application of the Black-Scholes formula.

Vesting of RSUs granted to members of the Executive Management as sign-on or buyout shall be subject to fulfilment of forward-looking performance criteria as determined by the Board of Directors., Such forward-looking performance criteria may include the same criteria as described further above regarding RSUs and performance metrics.

Not applicable.

Purpose and Link to Strategy

Description of Component

Maximum Opportunity

Performance Metrics

Relative Share

of Component

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Upon vesting, the holder of a restricted stock unit is obliged to will receive one (1) share in Genmab A/S for each RSU, either free of charge or against payment of DKK 1 per share as determined by the Board of Directors.

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Warrants vest three (3) years after the date of grant, except in limited termination scenarios as described in this Remuneration Policy and may be subject to certain conditions such as continued employment of the Executive Management.

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Warrants granted to members of the Executive Management are subject to an additional two (2) year lock-in period upon vesting. The warrants shall lapse automatically, without prior notice and without compensation on the seventh (7th) anniversary of the grant date.

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Warrants are granted free of charge and may be exercised at an exercise price which cannot be lower than the price of Genmab A/S’ shares as noted on the Nasdaq Copenhagen at close of business on the day of grant, but not less than par.

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Shareholding Requirements

Motivate members of the Board of Directors elected by the General Meeting and members of the Executive Management over the longer term and aligned to strategy and creation of shareholder value.

To further align the interests of the shareholders and the members of the Executive Management and members of the Board of Directors elected by the General Meeting, the applicable member shall be required to hold a number of Genmab A/S shares corresponding to the value of such member’s annual base salary or base fee, as follows.

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The fulfilment of the shareholding requirement is periodically reviewed.

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The Board of Directors may, on a reasonable and fair basis, diverge from this shareholding requirement in the event of hardship

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Cash Severance and Other Benefits in Connection with Termination of Employment

Providing appropriate severance benefits helps to attract and retain highly-qualified executives by mitigating the risks associated with leaving a previous employer and accepting a new position with Genmab A/S, and by providing income continuity following an unexpected termination of employment

Severance protection is designed to be fair and competitive and to aid in attracting and retaining experienced Executive Management members. When recruited from another company, an executive generally will seek to be protected in the event he or she is terminated without cause or if we take actions giving the executive good reason to terminate employment. We believe that the protection we provide, including the level of severance payments and post-termination benefits, is appropriate and within the range of competitive practice.

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For any service agreement entered into with a new member of the Executive Management after the date of adoption of this 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).

Board of Director amendments

Board of Directors and Executive Management amendments

As a result of the 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 amendment to the vesting provisions ensure 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.

Share-Based Compensation Executive Management amendments