Company announcement – No. 17 / 2024
Zealand Pharma's Annual General Meeting 2024
Copenhagen, March 20, 2024 - Today, Zealand Pharma A/S ("Zealand") (NASDAQ: ZEAL) (CVR no. 20 04 50 78), held its Annual General Meeting of 2024 as a partly electronic and partly physical general meeting (hybrid meeting).
At the meeting, all proposals presented to the General Meeting were adopted.
The General Meeting acknowledged the management's report on Zealand's activities in the past financial year and Zealand's audited Annual Report for 2023 was approved. The meeting also approved that the financial result for 2023, which was a loss of TDKK 703,739, was carried forward to the next financial year.
The following members were re-elected to the Board of Directors as recommended by the Nomination Committee:
- Alf Gunnar Martin Nicklasson
- Kirsten Aarup Drejer
- Jeffrey Berkowitz
- Leonard Kruimer
- Bernadette Mary Connaughton
Further, the following were elected as new members of the Board of Directors in accordance with the recommendation of the Nomination Committee (replacing Alain Munoz and Michael John Owen who did not stand for re-election):
- Elaine Sullivan
- Enrique Conterno Martinelli
After 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.
PricewaterhouseCoopers Statsautoriseret Revisionspartnerselskab (PwC) was elected as Zealand's new auditor for both financial and sustainability reporting purposes as proposed by the Board of Directors in accordance with the recommendation of the Audit Committee.
The Board of Directors was authorized to allow Zealand to acquire, in the period until the next Annual General Meeting, treasury shares directly for a nominal value of up to 10% of Zealand's share capital from time to time.
Zealand's revised Remuneration Policy and the Remuneration Report presented under agenda items 7 and 8, respectively, were approved by the General Meeting as proposed by the Board of Directors.
The fees for the Board of Directors for the financial year 2024 presented under agenda item 9 were approved by the General Meeting. The fees remain unchanged compared to 2023.
The Board of Directors was authorized to increase the share capital of Zealand during the period until 20 March 2029 by way of cash contribution up to an aggregate amount of nominally DKK 12,500,000 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 the Company's Articles of Association. Further, the existing authorization for the Board of Directors to issue warrants pursuant to Articles 8.10 - 8.13 of the Company's Articles of Association was extended by one year until 20 March 2029 and increased by nominally DKK 767,687. The total number of warrants available for issuance under this authorization is hereinafter 2,500,000.
Finally, the General Meeting approved the introduction of an indemnification scheme for the Board of Directors and Executive Management of the Company as proposed by the Board of Directors and presented under agenda item 12.
Zealand Pharma A/S
The Board of Directors
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About Zealand Pharma A/S
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 pharma companies as well as commercial partnerships for its marketed products.
Zealand was founded in 1998 and is headquartered in Copenhagen, Denmark, with a presence in the U.S. For information about Zealand’s business and activities, please visit www.zealandpharma.com.
Contact:
Anna Krassowska, PhD
Vice President, Investor Relations & Corporate Communications
Zealand Pharma
Email: ank@zealandpharma.com
