Zealand Pharma A/S : AGM Minutes

MINUTES OF ANNUAL GENERAL MEETING ZEALAND PHARMA A/S

MINUTES OF ANNUAL GENERAL MEETING 6 APRIL 2022

ZEALAND PHARMA A/S (CVR NO.: 20 04 50 78)

On 6 April 2022 at 3:00 pm (CEST) the Annual General Meeting of Zealand Pharma A/S (the "Company" or "Zealand") was held completely electronically with the following agenda:

• (1) Management's report on the Company's activities during the past financial year

• (2) Approval of the audited Annual Report 2021

• (3) Resolution on the cover of loss in accordance with the approved Annual Report 2021

• (4) Election of members to the Board of Directors

• (5) Election of the auditor

• (6) Authorization for the Company to acquire treasury shares directly and/or acquire American depositary shares

• (7) Proposal from the Board of Directors to amend the Company's Remuneration Policy

• (8) Proposal from the Board of Directors to approve the Company's Remuneration Report

• (9) Proposal from the Board of Directors to approve the fees for the Board of Directors for the financial year 2022

• (10) Proposal from the Board of Directors to approve introducing an option under the existing authorization in Article 7.1 of the Articles of Association for the Board of Directors to increase the share capital by way of debt conversion and, subject to approval of agenda item 12, to include a total aggregate cap for the nominal capital increases which the Board of Directors may decide upon pursuant to Article

  7.1 and the proposed new Article 8.13

• (11) Proposal from the Board of Directors to approve a new authorisation to issue warrants

• (12) Proposal from the Board of Directors to raise loans against issuance of convertible debt instruments

• (13) Any other business

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The Chairman of the Board of Directors, Martin Nicklasson, opened the Annual General Meeting by thanking the shareholders for their interest in the General Meeting and by giving some high-level remarks on Zea-land's operations in 2021.

Martin Nicklasson informed the Annual General Meeting that the Board of Directors had appointed Attorney-at-Law, Thomas Holst Laursen as chairman of the meeting in accordance with Article 9.14 of Zealand's Articles of Association.

The chairman of the meeting stated that the General Meeting would be held in English without simultaneous translation in accordance with Article 9.11 of the Articles of Association and announced that the notice of the General Meeting complied with the Articles of Association and applicable legislation.

Further, the chairman of the meeting noted that the General Meeting was held as a completely electronic meeting in accordance with Article 11.1 of the Company's Articles of Association.

The chairman of the meeting then informed that 27.48% of the share capital carrying voting rights was represented at the General Meeting by attendance, postal votes, or proxies.

No shareholders had any objections as to the legality of the General Meeting and the chairman of the meeting announced that the General Meeting had been duly convened and was competent to transact business in relation to all items on the agenda.

The chairman of the meeting explained the procedures for submitting questions during the meeting and noted that the name of the shareholder would be recorded and shown both on the webcast, which would be made publicly available on the Company's website following the General Meeting, and in the General Meeting minutes.

The chairman of the meeting then informed that the Board of Directors had decided to withdraw the pro-posal under agenda item 10 and consequently that the proposal had lapsed accordingly. Subsequently, the chairman of the meeting established that as a result of the proxies and postal votes received in advance of the General Meeting, the Company had ensured that all remaining decisions on the agenda could be taken with the required majorities among the shareholders and that voting, therefore, would not be initiated by the Company in relation to any items on the agenda, unless requested by a shareholder.

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The chairman of the meeting proposed that the first three items on the agenda were dealt with together, and as the General Meeting did not have any objections, the chairman of the meeting passed the word to Zealand's President and CEO, Adam Steensberg.

The presentation made at the General Meeting is available on Zealand's websitewww.zealandpharma.com.

Re items 1, 2 and 3

Adam Steensberg gave a report on Zealand's activities during the past year and reviewed the key figures in the annual report under item 1 on the agenda supported by CFO Matthew Dallas.

Subsequently, under item 2 on the agenda the Board of Directors proposed that the presented audited Annual Report for 2021 was approved.

Under item 3 on the agenda the Board of Directors proposed that the result of the year, which was a loss of TDKK 1,018,149, was carried forward to the following year.

The chairman of the meeting announced that the General Meeting acknowledged the report by the Man-agement and that the General Meeting adopted the Annual Report for 2021 and passed the resolution on carrying forward last year's result.

Re item 4

The board members elected by the General Meeting are elected on an annual basis.

As recommended by the Nomination Committee, the Board of Directors proposed re-election of all incumbent board members:

• (i) Alf Gunnar Martin Nicklasson

• (ii) Kirsten Aarup Drejer

• (iii) Alain Munoz

• (iv) Jeffrey Berkowitz

• (v) Michael John Owen

• (vi) Leonard Kruimer

• (vii) Bernadette Mary Connaughton

A description of the qualifications of the nominated candidates was enclosed to the notice convening the General Meeting.

Martin Nicklasson explained that the board had undertaken a self-evaluation of its performance for 2021. The evaluation was based on a questionnaire comprising 35 questions covering 5 different areas such as board composition, qualifications, management and handling of strategy/policies/controls, and the quality of interactions with management and the leadership of the chairperson. Further, the Chairman of the Board of Directors has had 1-on-1 conversations with each board member.

Martin Nicklasson stated that that the ratings and feedback in general of the various questions or issues within each area showed high scores with low variability, which indicated and supported the fact that the board was working efficiently, with passion and professionalism, as an integrated team. Further, it also reflected that the board was well composed regarding skills, diversity, and size. Areas to focus on however, as action items, were to have more strategic items on a regular basis on the agenda allowing for more discussions and to improve communication with the management in between meetings.

The chairman of the meeting ascertained that no shareholders had submitted any questions or comments to item 4.

The proposal was adopted.

Re item 5

The Board of Directors proposed the re-election of EY Godkendt Revisionspartnerselskab as the Company's auditor in accordance with the recommendation of the Audit Committee.

The chairman of the meeting ascertained that no shareholders had submitted any questions or comments to item 5.

The proposal was adopted.

Re item 6

The Board of Directors proposed that the General Meeting authorized the Company to acquire, during the period until the next Annual General Meeting, treasury shares directly and/or acquire American depositary shares, provided the acquisition, pursuant to Section 197 of the Danish Companies Act, can be financed by funds that could otherwise be distributed as ordinary dividends. The Company's aggregated acquisition of treasury shares and American depositary shares shall not exceed a total nominal value of 10% of the Company's share capital at any given time. The acquisition price for the treasury shares may not deviate by more than 10% from the quoted price for the Company's shares on Nasdaq Copenhagen at the time of purchase, and the acquisition price for the American depositary shares may not deviate by more than 10% from the quoted price for the American depositary shares traded on NASDAQ Global Select Market in the United States at the time of purchase. The Company may surrender any acquired American depositary shares to the depositary enabling the Company to take delivery of the underlying shares.

The chairman of the meeting ascertained that no shareholders had submitted any questions or comments to item 6.

The proposal was adopted.

Re item 7

The Board of Directors proposed that the General Meeting approved the proposed amendments to the Company's Remuneration Policy.

The Company's existing Remuneration Policy was adopted at the Company's Annual General Meeting 2021 in accordance with Section 139 of the Danish Companies Act.

The reasons for the proposed amendments of the Remuneration Policy included ensuring that the Compa-ny's remuneration structure enables the Company to attract and retain talented members of the Executive Management and the Board of Directors and to seek further alignment with US standards.

The revised Remuneration Policy involved certain amendments of formal and structural character in order to provide transparency. Compared to the existing Remuneration Policy, the revised Remuneration Policy involved the following material amendments, which were orally addressed by Martin Nicklasson:

• • The terms of the long-term incentives for members of the Executive Management were proposed to be amended so that it consists of a combination of 75% PSUs and 25% warrants (in replacement of RSUs). The terms of PSUs are unchanged. The proposed terms of warrants involve a 3 year vesting period with 1/3 vesting each year followed by an exercise period of 5 years.

• • It was proposed to add the possibility for the Board of Directors to (at their discretion) decide on accelerated vesting or exercise under any of the Company's long-term incentives for the Executive Management in the event of certain change of control events specified in the Remuneration Policy or in accordance with customary leaver provisions.

• • The clause concerning claw back of variable remuneration was proposed updated to reflect the new wording of paragraph 4.1.6. of the Danish Recommendations on Corporate Governance which was changed as part of the most recent revision of the Danish Recommendations on Corporate Governance.

A draft version of the revised Remuneration Policy was made available on the Company's website on the date of the notice convening the General Meeting.

The chairman of the meeting ascertained that no shareholders had submitted any questions or comments to item 7.

The proposal was adopted.

The adopted Remuneration Policy is available on the Company's website:https://www.zea-landpharma.com/corporate-governance.

Re item 8

The Board of Directors proposed that the General Meeting approved the Company's Remuneration Report for the financial year 2021.