Genmab A/S : Articles of association dated May 07, 2024 – English

(Unauthorized English translation)

(May 7, 2024)

Articles of Association

of

Genmab A/S

(CVR-nr. 21023884

Formerly A/S registration no.: 248.498)

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Name, Registered Office, Objects and Group Language

§ 1.

The name of the Company is Genmab A/S.

§ 2.

The registered office of the Company shall be in the municipality of Copenhagen.

§ 3.

The objects of the Company are to engage in medical research, production and sale of such products and related business.

§ 3A.

The group language of the Company is English.

The Company's Share Capital

§ 4.

The share capital of the Company equals DKK 66,129,923 divided into shares of DKK 1 each or any multiple hereof.

§ 4A.

The Board of Directors is until and including March 12, 2029, authorized to increase the Company's share capital on one or more occasions without preemption rights for the existing shareholders by up to nominally DKK 6,600,000 by subscription of new shares. The capital increase can be paid in cash, which is paid in full, or by non-cash payment. The new shares shall carry the same pre-emption rights in connection with future increases, redemption rights, and transferability rights as the Company's existing shares. The shares shall be negotiable instruments and issued in the name of the holder. The capital increase must be subscribed at a price not lower than the market value.

Further, the Board of Directors is until and including March 12, 2029, authorized to increase the Company's share capital on one or more occasions with preemption rights for the existing shareholders by up to nominally DKK 6,600,000

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by subscription of new shares. The capital increase can be paid in cash, which is paid in full, or by non-cash payment. The new shares shall carry the same preemption rights in connection with future increases, redemption rights, and transferability rights as the Company's existing shares. The shares shall be negotiable instruments and issued in the name of the holder.

In connection with the exercise of the authorizations in this Article 4A, the Board of Directors may, however, not increase the nominal share capital by more than a total of DKK 6,600,000. The Board of Directors is authorized to amend the Articles of Association as required in connection with the exercise of these authorizations.

Warrants

§ 5.

By decision of the General Meeting on April 13, 2021, the Board of Directors is authorized to issue on one or more occasions additional warrants to subscribe the Company's shares up to a nominal value of DKK 750,000 to the Company's employees as well as employees of the Company's directly and indirectly owned subsidiaries, excluding the Company's executive management, and to make the related capital increases in cash up to a nominal value of DKK 750,000, however, the nominal increase of the share capital may be higher due to subsequent adjustments of the warrants in accordance with the adjustment clauses determined by the Board of Directors when the warrants are issued. The Board of Directors has issued 253,666 warrants and re-issued 17,868 warrants under this authorization. This authorization shall remain in force for a period ending on April 12, 2026.

Furthermore, by decision of the General Meeting on March 13, 2024, the Board of Directors is authorized to issue on one or more occasions additional warrants to subscribe the Company's shares up to a nominal value of DKK 750,000 to the Company's employees as well as employees of the Company's directly and indirectly owned subsidiaries, excluding the Company's executive management, and to make the related capital increases in cash up to a nominal value of DKK 750,000, however, the nominal increase of the share capital may be higher due to subsequent adjustments of the warrants in accordance with the adjustment clauses

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determined by the Board of Directors when the warrants are issued. This authorization shall remain in force for a period ending on March 12, 2029.

The authorizations entitle the Board of Directors to issue warrants to the Company's employees as well as employees of the Company's directly and indirectly owned subsidiaries however, with the authorizations of April 13, 2021, and March 13, 2024, not comprising the Company's executive management. Subject to the rules in force at any time, the Board of Directors may re-use or reissue lapsed nonexercised warrants, if any, provided that the re-use or re-issue occurs under the same terms and within the time limitations set out in the relevant authorization. Re-use is to be construed as the Board of Directors' entitlement to let another party enter into an existing agreement on warrants. Re-issue is to be construed as the Board of Directors' option to re-issue new warrants under the same authorization, if previously issued warrants have lapsed. 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 Board of Directors is authorized to set out more detailed terms for the warrants, and to amend the Articles of Association as required in connection with the exercise of these authorizations.

The existing shareholders of the Company shall not have a right of preemption in connection with issue of shares on the basis of warrants. The shares that are issued through the exercise of warrants shall carry the same pre-emption rights in connection with future increases, redemption rights, and transferability rights as the Company's existing shares. The shares shall be negotiable instruments and issued in the name of the holder.

The Board of Directors has exercised the above authorizations as stipulated in schedule A which is an integral part of these articles.

§ 5A.

The Board of Directors is until and including March 12, 2029, authorized to let the Company issue convertible debt instruments in one or more issues, entitling the lender to covert its claim to a maximum of nominally DKK 3,000,000 new shares. However, the nominal increase of the share capital may be higher due

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to subsequent adjustments of the convertible debt instruments in accordance with the adjustment clauses determined by the Board of Directors when the convertible debt instruments are issued. The Board of Directors is also authorized to complete the consequential increase of the share capital. Convertible debt instruments may be issued against payment in cash or in other ways. The subscription of shares shall be without pre-emption rights for the shareholders and the convertible debt instruments shall be offered at a conversion price that at least corresponds to the market price of the shares at the time of the decision of the Board of Directors. The new shares shall carry the same pre-emption rights in connection with future increases, redemption rights, and transferability rights as the Company's existing shares. The shares shall be negotiable instruments and issued in the name of the holder. The Board of Directors is authorized to determine the detailed terms of the convertible debt instruments and to amend the Articles of Association as required in connection with the exercise of this authorization.

§ 5B.

The authorizations to the Board of Directors set out in Articles 4A and 5A above combined can, subject to the limitations set forth therein, be utilized to increase the share capital by a total of nominally DKK 6,600,000 however, the nominal increase of the share capital may be higher due to subsequent adjustments of the convertible debt instruments in accordance with the adjustment clauses determined by the Board of Directors when the convertible debt instruments are issued.

§ 6.

The shares are issued in the name of the holder and are 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 Securities A/S (CVR no. 21599336), which has been designated as the Company's registrar.

No restrictions shall apply to the transferability of the shares. The shares shall be negotiable instruments.

No shares shall confer any special rights upon the holder, and no shareholder shall be under an obligation to allow his shares to be redeemed.

§ 7.

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The shares shall be issued through VP Securities A/S. The distribution of dividends etc. shall be subject to the rules of VP Securities A/S.

The General Meeting

§ 8.

The Company's General Meetings shall be held in the municipality of Copenhagen or in the greater Copenhagen area.

Annual General Meetings shall be held each year not later than four (4) months after the end of the financial year.

Extraordinary General Meetings shall be held when resolved by the Board of Directors or one of the Company's auditors appointed by the General Meeting, or when the Board of Directors is so requisitioned in writing and by shareholders holding not less than one-twentieth of the Company's share capital who wishes to have a specific subject discussed on the General Meeting. When so requisitioned the Board of Directors shall within two (2) weeks convene an extraordinary General Meeting by giving the shortest possible notice.

The Board of Directors shall call the General Meeting with no less than three (3) weeks' notice and not more than five (5) weeks' notice by notification to Nasdaq Copenhagen and by posting on the Company's website (www.genmab.com). The length of the notice shall be reckoned from the first advertisement. General meetings shall moreover be convened by sending a notice to all shareholders entered in the Company's Register of Shareholders having so requested, to the address, including the e-mail address, cf. § 16, indicated to the Company.

The notice calling the general meeting as well as other documents prepared for and in connection with the general meeting shall be prepared in English and, if decided by the Board of Directors, also in Danish.

In order to be transacted at the Annual General Meeting, resolutions proposed by the shareholders shall be submitted in writing to the Board of Directors no less than six (6) weeks prior to the date of the Annual General Meeting.

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§ 8B.

General meetings may in special circumstances be held as wholly virtual general meetings without physical attendance as determined by the Board of Directors. Shareholders may attend such general meetings via the internet, on the Company's website, by conference call, or on any other medium offering the same functionality.

§ 9.

The information referred to in section 99 (1) of the Danish Companies Act must be available for inspection on the Company's website for a period of at least three (3) consecutive weeks before the date of the General Meeting.

As a minimum, this information shall include:

1. The notice.
2. The total share capital and the total number of voting rights on the date of the notice.
3. The documents to be submitted at the General Meeting, including with respect to the Annual General Meeting the audited Annual Report.
4. The agenda and the complete proposals.
5. The forms to be used for voting by proxy or postal voting, unless these forms have been sent directly to the shareholders.

§ 10.

Each share of DKK 1 entitles the shareholder to one vote.

Shareholders who are registered in the Company's Register of Shareholders one week before the date of the General Meeting or shareholders from whom the Company no later than one week before the General Meeting has received a request for registration in the Register of Shareholders may attend and vote at the General Meeting. In order to attend General Meetings, shareholders must also obtain an admission card from the Company no later than three (3) days before the date of the meeting.

Shareholders may appear in person or by proxy and may be accompanied by an advisor just as a proxy may be accompanied by an advisor. Voting rights may be exercised under the instrument of proxy subject to the proxy, against the

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delivery of the instrument of proxy, having obtained an admission card to appear on behalf of the shareholder issuing the instrument. The holder of the proxy shall present a written and dated instrument of proxy.

Shareholders may vote by post, i.e. cast their votes in writing before the General Meeting. The postal vote certificate must reach the Company at 10.00 AM the day before the date of the General Meeting. To ensure identification of each shareholder voting by post, the shareholder must sign the postal vote certificate and state its full name and address in block letters or type as well as its VP- reference number. If the shareholder is a legal person, its Central Business Register (CVR) number or other similar identification must also be clearly specified in the certificate.

§ 11.

The Board of Directors shall appoint a chairman to preside at the General Meeting. The chairman shall decide all matters relating to the transaction of business and voting, including the issue of whether a written poll shall be taken.

Unless otherwise provided by the Companies Act all business transacted at General Meetings shall be resolved upon a simple majority of votes.

Unless the Companies Act otherwise provides, the adoption of any resolution to alter the Company's Articles of Association or wind up the Company shall be subject to the affirmative vote of not less than two thirds of the votes cast as well as of the share capital represented at the General Meeting.

Minutes of the proceedings of the General Meeting shall be entered into a minute book, which shall be signed by the chairman of the meeting.

Board of Directors and Management

§ 12.

The Board of Directors is elected partly by the General Meeting and partly by the employees of the Company and its directly and indirectly owned subsidiaries and branch offices from time to time, regardless of whether their place of residence is within or outside the EU/EEA.

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The General Meeting elects between three (3) and nine (9) members of the Board of Directors for a period which expires at the Annual General Meeting in the Company in the first year after the year of their election.

Provided the Company and its directly and indirectly owned subsidiaries and branch offices residing in Denmark, if any, together during the last three (3) years before an ordinary election have employed at least 35 employees on average the employees of the Company and its directly and indirectly owned subsidiaries and branch offices from time to time, regardless of whether their place of residence is within or outside the EU/EEA, have the right to elect a number of members of the Board of Directors equal to half of the members of the Board of Directors elected by the General Meeting as well as alternate members. If the condition of employment of at least 35 employees on average during the last three (3) years is not met prior to an ordinary election by the employees of members of the Board of Directors and alternate members, the right for the employees to elect members of the Board of Directors and alternate members according to these Articles shall cease for the period thereafter. An ordinary election by the employees of members of the Board of Directors and alternate members shall occur every third year. Re-election can occur. The election is being held as a direct election in accordance with an election regulation approved by the Board of Directors.

If the employees of the Company or the Company's directly and indirectly owned subsidiaries exercise their right to elect company representatives and/or group representatives to the Board of Directors in accordance with the Companies Act, the right for the group employees to elect employee representatives in accordance with these articles shall no longer apply. Employee representatives already elected in accordance with these articles shall resign simultaneously with the commencement of the employee representatives elected in accordance with the Companies Act.

The Board of Directors shall elect one of its members as chairman of the

Board.

The specific rules governing the activities of the Board of Directors shall be laid down in rules of procedure drawn up by the Board.

The Board of Directors shall form a quorum when more than half of its members are represented.

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The business of the Board of Directors shall be resolved upon by a simple majority of votes.

The Board of Directors shall receive an annual remuneration the size of which shall be stated in the Annual Report.

§ 13.

The chairman of the Board of Directors shall ensure that the Board of Directors meets whenever required. A member of the Board of Directors or a member of the Management may demand that a meeting of the Board of Directors be convened.

Minutes of the proceedings of the Board of Directors shall be entered into a minute book, which shall be signed by all attending members of the Board of Directors.

The Board of Directors shall appoint 1-5 registered managers in charge of the day-to-day operations of the Company. The Board of Directors may grant powers of procure and determine rules as to who shall be authorized to sign for the Company in relation to banks etc.

§ 14.

The Company has established an indemnification scheme for members of its Board of Directors (each a "Board Member"). Under the indemnification scheme, the Company shall indemnify and hold harmless a Board Member from and against any losses actually and reasonably incurred by such Board Member arising out of actual or potential claims, including costs, expenses, fees, interests, and potential tax liabilities associated therewith, raised by a third party (other than Genmab group companies) against a Board Member in his/her capacity as Board Member. No third party shall be entitled to rely directly on or derive any benefits from the Scheme or have any recourse against the Company on account of the Scheme.

Any indemnification of Board Members under the Scheme shall be secondary to (but not conditioned on) coverage under the Company's directors' and officers' liability insurance ("D&O Insurance") as applicable from time to time (however with the exception of the retention/deductible under the D&O Insurance) and other forms of reasonably available indemnification. The Scheme may thus also provide coverage for losses, which are not covered wholly or partly under the D&O