Company announcement – No. 9 / 2023
Zealand Pharma's Annual General Meeting 2023
Copenhagen, March 29, 2023 - Today, Zealand Pharma A/S ("Zealand") (NASDAQ: ZEAL) (CVR no. 20 04 50 78), held its Annual General Meeting of 2023 as a partly electronic general 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 2022 was approved. The meeting also approved that the financial result for 2022, which was a loss of TDKK 1,202,135, was carried forward to the next financial year.
All the incumbent board members were re-elected as recommended by the Nomination Committee. Hence, Zealand's Board of Directors consists of the following members:
Alf Gunnar Martin Nicklasson
Kirsten Aarup Drejer
Michael John Owen
Bernadette Mary Connaughton
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, Leonard Kruimer, Bernadette Mary Connaughton and Jeffrey Berkowitz, with Leonard Kruimer chairing the Committee. Martin Nicklasson, Michael J. Owen and Alain Munoz, with Martin Nicklasson as the Chair, will continue to comprise the Remuneration Committee, while the Scientific Committee will continue to comprise Kristen Aarup Drejer, Alain Munoz and Michael J. Owen, with Kirsten Aarup Drejer chairing the Committee.
EY Godkendt Revisionspartnerselskab was re-elected as Zealand's auditor 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 new 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 2023 presented under agenda item 9 were approved by the General Meeting. The fees remain unchanged compared to 2022.
The Board of Directors was authorized to increase the share capital of Zealand during the period until 29 March 2028 by way of cash contribution up to an aggregate amount of nominally DKK 10,340,419 at market price and without pre-emption rights for the existing shareholders. The new authorization will replace the existing authorization set forth in Article 7.1 of the Company's Articles of Association.
Finally, the existing authorization for the Board of Directors to issue warrants during the period until 6 April 2027 with a right to subscribe for shares in the Company up to an aggregate amount of nominally DKK 2,181,707 without pre-emption rights for existing shareholders pursuant to Articles 8.10-8-12 of the Company's Articles of Association was extended by one year to 29 March 2028 and increased by nominally DKK 925,772. The total number of warrants available for issuance under this authorization is hereinafter 2,210,489.
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 and partnerships with a number of blue-chip 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. that includes Boston. For more information about Zealand’s business and activities, please visit www.zealandpharma.com.
The above information contains forward-looking statements that provide Zealand Pharma’s expectations or forecasts of future events. Such forward-looking statements are subject to risks, uncertainties and inaccurate assumptions, which may cause actual results to differ materially from expectations set forth herein and may cause any or all of such forward-looking statements to be incorrect. If any or all of such forward-looking statements prove to be incorrect, our actual results could differ materially and adversely from those anticipated or implied by such statements. All such forward-looking statements speak only as of the date of this release and are based on information available to Zealand Pharma as of the date of this release. Except as required by law, the Company assumes no obligation to update these forward-looking statements publicly.
Anna Krassowska, PhD
Vice President, Investor Relations & Corporate Communications