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Genmab A/S

At the Genmab annual general meeting, Folketrygdfondet, manager of the Government Pension Fund Norway, voted against items 6(a)-(c) for the following reasons:

Item 6(a): Proposal to amend the Remuneration Principles for the Board of Directors and the Executive Management

Rationale:
Folketrygdfondet opposes the inclusion of board members in the company’s restricted share unit (RSU) program. To be clear, we encourage members of the board to own shares in the company. However, the remuneration of the board of directors should not be linked to the company’s performance. Instead, Folketrygdfondet supports board members’ investment of their remuneration in company shares at market price.

We are also critical of the executive remuneration principles’ inclusion of a clause providing for accelerated vesting in the event of a change in control.

Item 6(b): Proposal to adopt the Board of Directors’ remuneration for 2019 and Item 6(c) Proposal to amend Article 5 of the Articles of Association on authorization to issue warrants

Rationale:
Folketrygdfondet voted against items 6(b) and (c) in accordance with our voting on item 6(a).