Resolutions from Zealand Pharma's Annual General Meeting 2025
Copenhagen, Denmark, March 27, 2025 - Zealand Pharma A/S ("Zealand") (Nasdaq: ZEAL) (CVR-no. 20045078), a biotechnology company focused on the discovery and development of innovative peptide-based medicines, today held its Annual General Meeting of 2025 as a partly electronic and partly physical general meeting (hybrid meeting).
At the Annual General Meeting, all proposals presented to the Annual General Meeting were approved.
Proposals adopted at the Annual General Meeting:
Annual Report
The Annual General Meeting acknowledged the management's report on Zealand Pharma's activities in the past financial year and Zealand Pharma's audited Annual Report for 2024 was approved. The Annual General Meeting also approved that the financial result for 2024, which was a loss of TDKK 1,078,828, was carried forward to the next financial year.
Board elections, composition and committees
All existing shareholder-elected board members were re-elected to the Board of Directors as recommended by Zealand Pharma's Nomination Committee:
Alf Gunnar Martin Nicklasson
Kirsten Aarup Drejer
Jeffrey Berkowitz
Leonard Kruimer
Bernadette Mary Connaughton
Elaine Sullivan
Enrique Conterno
Following the Annual General Meeting, the Board of Directors constituted itself with Martin Nicklasson and Kirsten Aarup Drejer continuing as the Chair and the Vice-Chair, respectively.
The Audit Committee will comprise Martin Nicklasson, Bernadette Mary Connaughton, and Jeffrey Berkowitz, with Leonard Kruimer chairing the Committee.
The Remuneration Committee will compromise Enrique Conterno Martinelli and Leonard Kruimer, with Martin Nicklasson chairing the Committee.
The Scientific Committee will compromise Elaine Sullivan and Enrique Conterno Martinelli, with Kirsten Aarup Drejer chairing the Committee.
The Nomination Committee will compromise Leonard Kruimer and Martin Nicklasson, with Kirsten Aarup Drejer chairing the Committee.
The Board of Directors also consists of the employee-elected members Anneline Nansen, Nikolaj Frederik Beck, Adam Krisko Nygaard, and Ludovic Tranholm Otterbein who had been elected for the period until 2028.
Auditor
PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab (PwC) was re-elected as Zealand Pharma's auditor for both financial and sustainability reporting purposes as proposed by the Board of Directors in accordance with the recommendation of the Audit Committee.
Authorization for the company to acquire treasury shares
The Board of Directors was authorized to allow Zealand Pharma to acquire, in the period until the next Annual General Meeting, treasury shares for a nominal value of up to 10% of Zealand Pharma's share capital from time to time.
Remuneration Report
Zealand Pharma's Remuneration Report presented under agenda item 7 was approved by the Annual General Meeting by advisory vote as proposed by the Board of Directors.
Fees to the Board of Directors for the financial year 2025
The fees for the Board of Directors for the financial year 2025 presented under agenda item 8 were approved by the Annual General Meeting. The fees remain unchanged compared to the financial year 2024.
Authorization to the Board of Directors increase the share capital of the company by way of cash contribution without pre-emption rights for the company's existing shareholders
The Board of Directors was authorized to increase the share capital of Zealand Pharma during the period until 27 March 2030 by way of cash contribution up to an aggregate amount of nominally DKK 7,100,000 at market price and without pre-emption rights for the existing shareholders. The new authorization replaces the existing authorization set forth in Article 7.1 of Zealand Pharma's Articles of Association.
Authorization to the Board of Directors increase the share capital of the company by way of cash contribution with pre-emption rights for the company's existing shareholders
The Board of Directors was authorized to increase the share capital of Zealand Pharma during the period until 27 March 2030 by way of cash contribution, contribution in kind, or by debt conversion, up to an aggregate amount of nominally DKK 14,200,000 with pre-emption rights for the existing shareholders. The capital increase may be implemented at a subscription price below market price. The new authorization replaces the existing authorization set forth in Article 7.3 of Zealand Pharma's Articles of Association.
Renewal and increase of the existing authorization to the Board of Directors issue warrants
Finally, Zealand Pharma's existing authorization for the Board of Directors to issue warrants pursuant to Articles 8.10 - 8.14 of Zealand Pharma's Articles of Association was extended until 27 March 2030 and increased by nominally DKK 220,000 corresponding to 220,000 warrants. The total number of warrants available for issuance under this authorization is hereinafter 2,573,740.
Zealand Pharma’s new Articles of Association will be uploaded to the company’s website following registration with the Danish Business Authority.
Zealand Pharma A/S The Board of Directors
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About Zealand Pharma Zealand Pharma A/S (Nasdaq: ZEAL) ("Zealand") is a biotechnology company focused on the discovery and development of peptide-based medicines. More than 10 drug candidates invented by Zealand have advanced into clinical development, of which two have reached the market and three candidates are in late-stage development. The company has development partnerships with a number of pharmaceutical companies as well as commercial partnerships for its marketed products.
Founded in 1998 and headquartered in Copenhagen, Denmark, Zealand has a team in the U.S. For more information about Zealand Pharma’s business and activities, please visit www.zealandpharma.com.
Contact
Anna Krassowska, PhD (Investors and Media) Vice President, Investor Relations & Corporate Communications Zealand Pharma Email: akrassowska@zealandpharma.com
Adam Lange (Investors) Investor Relations Officer Zealand Pharma Email: alange@zealandpharma.com
