Annual Report 2024

Changing lives with next-generation peptide therapeutics

Zealand Pharma A/S

Sydmarken 11, DK-2860 Søborg

Company Reg. No. 20045078

Peter works in Pharmaceutical Development

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Contents

3 The big picture

4 Letter from the CEO and the Chair

7 Our purpose

8 Zealand Pharma at a glance

9 2024 achievements

10 Financial highlights and key figures

11 2025 outlook and objectives

12 Our business

13 25+ years of peptide expertise

15 R&D pipeline

16 Obesity

20 Rare diseases

23 Inflammation

25 Financial review

117 Consolidated financial statements

173 Financial statements for the parent company

188 Reports

192 Other information

27 Corporate Governance

28 Introduction

29 Corporate Governance structure

35 Board of Directors and Corporate Management

40 Internal controls and risk management

42 Risk and risk mitigation

45 Shareholder information

47 Annex: Recommendations on Corporate Governance

59 Sustainability Report

60 Letter from the Corporate Management team

63 General information

76 Environment

83 Social

102 Governance

108 ESG data and accounting policies

Management Review

Financial statements

Disclaimer

While Zealand Pharma is not legally required to report according to the Corporate Sustainability Reporting Directive (CSRD) and the European Sustainability Reporting Standards (ESRS) until the financial year of 2025, this report will follow the structure and include key dimensions of the CSRD and ESRS. Thus, it is to be considered as a voluntary reporting, not a legally required “Sustainability statement”.

Other supplementary report 2024: Remuneration Report 2024

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Contents

The big picture

Our business

Sustainability

Corporate Governance

Financial statements

4 Letter from the CEO and the Chair

7 Our purpose

8 Zealand Pharma at a glance

9 2024 achievements

10 Financial highlights and key figures

11 2025 outlook and objectives

The big picture

Zealand Pharma Annual Report 2024

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Contents

The big picture

Our business

Sustainability

Corporate Governance

Financial statements

2024 was a transformational year for Zealand Pharma. We advanced our clinical-stage obesity portfolio, raised significant capital to further invest in our pipeline, and prepared the organization for the next phase of growth.

Bringing this momentum into 2025, we will continue to drive our clinical programs forward with a strong focus on our wholly-owned obesity assets, while building the next wave of innovative peptide therapies.

Letter from the CEO and the Chair

A year of

transformation

zealandpharma.com/about-us/

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Sustainability

Corporate Governance

Financial statements

The big picture

Zealand Pharma Annual Report 2024

Becoming a key player in the management of obesity

In 2024, positive clinical data across our portfolio of differentiated product candidates targeting obesity and obesity-related comorbidities have further strengthened our confidence in the potential of these product candidates to represent future key solutions to one of the greatest health- care challenges of our time: the obesity pandemic.

"Following clinical data reported in 2024, we believe our long-acting amylin analog, petrelintide, shows potential to be best-in-class. We are now investigating petrelintide over 42 weeks in a large, comprehensive Phase 2b trial and look forward to expanding the development program with an additional Phase 2b trial planned for initiation in the first half of 2025.”

Petrelintide – best-in-class long-acting amylin analog

We are developing petrelintide, our long-acting amylin analog, as an alternative to GLP-1 receptor agonists. We believe petrelintide holds the promise to become the future founda- tional therapy for weight management. Used as monotherapy, long-acting amylin analogs have the potential to achieve weight loss on par with GLP-1 receptor agonists, but with a significantly improved tolerability profile, thereby offering a better and simpler experience for both patients and prescribers.

In June 2024, we reported extremely encouraging topline results from Part 2 of our multiple ascending dose (MAD) trial

with petrelintide, demonstrating an average weight loss of up to 8.6% at week 16. Importantly, petrelintide was very well-tol- erated in this trial, with all gastrointestinal events being mild except for two moderate events reported by a single partici- pant. We have subsequently presented the detailed efficacy and tolerability data at the ObesityWeek scientific congress in November 2024.

Based on clinical data with both petrelintide and other amylin analogs reported to date, we believe that petrelintide holds best-in-class potential. In late 2024, we initiated a large, comprehensive Phase 2b trial with petrelintide in participants with overweight or obesity. This marks an important milestone for Zealand Pharma, and we look forward to expanding the development program with a Phase 2b trial of petrelintide in people with overweight or obesity with type 2 diabetes, planned for initiation in the first half of 2025.

Dapiglutide – first-in-class GLP-1/GLP-2 receptor dual agonist Dapiglutide adds GLP-2 pharmacology to a potent GLP-1 receptor agonist. It is designed to improve gut integrity and reduce low-grade inflammation that is associated with obesity which can result in several comorbidities, including cardi- ovascular disease, liver disease, and neuro-inflammation. Dapiglutide is currently being evaluated in a Phase 1b dose- titration trial. Topline results from the first part of this trial, announced in September 2024, support clinical advancement of dapiglutide. We look forward to reporting data from the second part of the trial in 2025 which will provide insights into the safety and efficacy of higher doses of dapiglutide. In 2025, we also look forward to initiating a Phase 2b trial with dapiglu- tide in people with overweight or obesity.

Survodutide – best-in-class glucagon/ GLP-1 receptor dual agonist

In 2024, our partner Boehringer Ingelheim reported posi- tive data from the Phase 2 trial of survodutide, a glucagon/ GLP-1 receptor dual agonist, in people living with metabolic dysfunction-associated steatohepatitis, or MASH, one of the most prevalent and serious obesity-related comorbidities. After 48 weeks, up to 64.5% of participants with moderate or advanced fibrosis achieved an improvement in fibrosis without worsening of MASH. We view these results as ground- breaking and as evidence of survodutide's clear differentia- tion from other GLP-1-based therapies. Boehringer has subse- quently initiated a global Phase 3 program with survodutide in people living with MASH and liver fibrosis, LIVERAGE, which includes two large global registrational trials.

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Additionally, Boehringer has completed participant enrollment in SYNCHRONIZE™-1 and SYNCHRONIZE™-2, part of the global Phase 3 program for survodutide in people with overweight or obesity. If successful, Boehringer and Zealand Pharma could be third to market in the new era of weight loss therapies.

Committed to bringing our rare disease therapies to patients

In late 2024, we received a Complete Response Letter from the FDA for the New Drug Application (NDA) for glepaglutide, our long-acting GLP-2 analog, for the treatment of short bowel syndrome (SBS). While we are disappointed in the regula- tory outcome, we remain firm in our belief that glepaglutide

proceed with our plans to pursue marketing authorization in Europe.

For dasiglucagon in congenital hyperinsulinism (CHI), we are ready to resubmit the NDA for three weeks use to the FDA as soon as our third-party manufacturing facility has received an inspection classification upgrade. Subsequently, we also expect to submit the required and detailed analyses from existing continuous glucose monitoring datasets to support use of dasiglucagon beyond three weeks. In parallel, we are preparing to bring dasiglucagon to patients living with this devastating disease as soon as possible pending approval.

Adam Steensberg

President and Chief Executive Officer

Martin Nicklasson

Chair of the Board of Directors

small molecules and antibodies. In late 2024, we initiated the first-in-human clinical trial with our Kv1.3 ion channel blocker, ZP9830, which we believe holds the potential to treat a broad range of chronic inflammatory diseases.

Prepared for the next phase of growth

During 2024, we substantially strengthened our financial position by raising gross proceeds of approximately DKK 8.5 billion (USD ~1.2 billion) through two capital raises, including the largest ever European biotech offering with development funding as the primary use of proceeds. Our financial postion enables significant investments in our R&D efforts and the strengthening of our organizational capabilities in preparation for the next phase of growth for Zealand Pharma. Key corporate developments in 2024 included important additions to both the Board of Directors and Corporate Management.

We thank our shareholders for their continued trust and confi- dence in Zealand Pharma’s vision and strategy. We would also like to express our appreciation to our dedicated colleagues, whose commitment and hard work drive our progress every day and the patients and caregivers who have participated in our clinical trials, playing an essential role in advancing our innovations.

$1.2 billion

Proceeds from share issuance

In June, we raised DKK 7 billion (USD 1 billion) from an upsized equity offering of 8,350,000 new shares and in January, we raised DKK 1.45 billion (USD 214 million) from a private placement of 3,761,470 new shares.

provides a significant advance in GLP-2-based therapy options for SBS patients who are dependent on parenteral support. We will continue the dialogue with the FDA, so that we can bring this therapy to patients in the U.S. as well as expect to

Alongside these regulatory and pre-commercial activities, we will continue dialogues with potential commercial partners for both our rare disease assets so that these treatments may reach as many patients as possible.

Building the next wave of innovative peptide therapies

We believe that peptide medicines represent an opportu- nity for innovation in the treatment of chronic inflammatory diseases and are progressing programs that represent high-profile targets shown to be difficult to address with

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Our ambition

is to be the world's best peptide drug discovery and development company

Changing lives with next-generation peptide therapeutics

Our purpose

Crosby is a 10-year old boy living with congenital hyperinsulinism

The big picture

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Sustainability

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Zealand Pharma Annual Report 2024

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3

2

1

355

Employees

as of December 31, 2024, with 84% in research and development and related functions.

4

3

26 years

is to excel within peptide R&D and pursue global devel- opment and commercialization partnerships to bring new medicines to patients with unmet needs.

Our strategy

of expertise in peptide R&D with a validated platform that has delivered two drugs to market and a rich pipeline of clinical and pre-clinical programs.

Zealand Pharma at a glance

Zealand Pharma A/S was founded in 1998 and is a biotechnology company focused on the discovery, design, and development of innovative peptide-based medicines.

Our four key strategic pillars include

becoming a key player in the management of obesity

delivering rare disease approvals and launch execution

creating a leading peptide discovery and develop- ment platform

growing our organization, culture, and how we work

Focus areas

Our innovative pipeline candidates target three therapeutic focus areas; obesity and obesity-related comorbidities, rare diseases, and chronic inflammation.

zealandpharma.com/about-us/

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The big picture

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2024 achievements

2024 has been a transformational year for Zealand Pharma, delivering on our important strategic objectives and achieving significant pipeline progress.

Advanced obesity portfolio

Petrelintide

Reported positive topline data with petrelintide from the 16-week Phase 1b trial and presented detailed data at ObesityWeek

Initiated a large, comprehensive Phase 2b trial in people with over- weight or obesity

Dapiglutide

Reported positive topline data with dapiglutide from the 13-week Phase 1b trial

Expanded the Phase 1b trial to evaluate higher doses of dapiglu- tide over longer treatment period

Survodutide

Boehringer Ingelheim reported positive topline data with survodutide from the Phase 2 trial in MASH and presented detailed data at the EASL Congress 2024

Boehringer Ingelheim initiated the LIVERAGE™ Phase 3 program with survodutide in MASH and received Breakthrough Therapy Designation from the US FDA

Boehringer Ingelheim completed participant enrollment for SYNCHRONIZE ™ -1 and SYNCHRONIZE ™ -2, part of the Phase 3 program for survodutide in people with overweight or obesity

Strengthened financial position

Completed one of the largest c apital raises in Europe in June, raising DKK 7 billion (USD 1 billion) through an upsized equity offering

Raised DKK 1.45 billion (USD 214 million) in January through a private placement of new ordinary shares to two reputable investors

Strengthened financial posi- tion enabled further invest- ments in R&D to accelerate and expand the development of our differentiated obesity candidates

Other significant activities

Received marketing author- ization in the EU from the European Commission for Zegalogue ® (dasiglucagon injection) for the treatment of severe hypoglycemia

Launched our refined sustain- ability strategy, significantly increasing our sustainability ambitions

Developed a Climate Change Transition Plan, outlining ambitious activities and targets for climate change mitigation

Initiated first-in- human trial with inflammation asset

Initiated single ascending dose clinical trial with ZP9830 (Kv1.3 ion channel blocker)

Strengthened organization

Prepared for the next phase of growth, including additions to the Board and Management

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Financial highlights and key figures

DKK thousand | 2024 | 2023 | 2022 | 2021 | 2020
Income statement |  |  |  |  |
Revenue | 62,691 | 342,788 | 103,986 | 108,546 | 192,001
Royalty expenses | - | -9,138 | - | -10,970 | -
Cost of goods sold | -7,874 | -10,036 | - | - | -
Gross profit | 54,817 | 323,614 | 103,986 | 97,576 | 192,001
Research and development expenses | -919,866 | -684,902 | -614,044 | -581,511 | -595,847
Sales and marketing expenses | -88,115 | -30,627 | -32,298 | -62,600 | -20,795
General and administrative expenses | -315,907 | -185,302 | -237,210 | -235,609 | -201,594
Other operating items | -3,136 | 4,979 | -57,587 | -2,173 | -
Net operating expenses | -1,327,024 | -895,852 | -941,139 | -881,893 | -818,838
Operating result | -1,272,207 | -572,238 | -837,153 | -784,317 | -626,235
Net financial items | 188,762 | -136,627 | -134,888 | 25,430 | -47,292
Result before tax | -1,083,445 | -708,865 | -972,041 | -754,887 | -673,527
Corporate tax | 4,617 | 5,126 | 6,431 | 3,949 | 4,814
Net result for the year from continuing operations | -1,078,828 | -703,739 | -965,610 | -754,938 | -668,713
Net result for the year from discontinued operations | - | - | -236,525 | -263,211 | -178,016
Net result for the year | -1,078,828 | -703,739 | -1,202,135 | -1,018,149 | -846,729
Loss per share from continuing operations, basic/diluted (DKK) | -16.24 | -12.44 | -20.90 | -17.61 | -17.43
Loss per share, basic/diluted (DKK) | -16.24 | -12.44 | -26.02 | -23.75 | -22.07

DKK thousand | 2024 | 2023 | 2022 | 2021 | 2020
Statement of financial position |  |  |  |  |
Cash and cash equivalents | 480,303 | 449,311 | 1,069,234 | 1,129,103 | 960,221
Marketable securities | 8,541,713 | 1,183,746 | 108,611 | 299,042 | 297,345
Cash, cash equivalents, and marketable securities | 9,022,016 | 1,633,057 | 1,177,845 | 1,428,145 | 1,257,566
Total assets | 9,505,600 | 1,979,993 | 1,539,806 | 2,067,629 | 1,761,949
Total shareholders' equity | 8,616,742 | 1,592,839 | 815,911 | 927,803 | 1,229,311
Cash flow |  |  |  |  |
Cash used in operating activities | -930,816 | -425,668 | -942,311 | -1,211,971 | -688,716
Cash (used in)/provided by investing activities | -7,332,915 | -1,094,033 | 281,259 | -18,121 | -196,807
Cash provided by financing activities | 8,288,491 | 907,014 | 587,500 | 1,332,751 | 760,941
Purchase of intangible assets | -3,095 | -12,508 | - | - | -
Purchase of property, plant, and equipment | -10,053 | -11,241 | -11,710 | -22,133 | -25,044
Free cash flow | -940,869 | -436,909 | -954,021 | -1,234,104 | -713,760
Other |  |  |  |  |
Undrawn borrowing facilities (note 4.2) | - | 722,645 | - | - | -
Share price at December 31 (DKK) | 715.5 | 373.2 | 201.4 | 145.1 | 220.6
Number of shares ('000 shares) | 71,024 | 58,751 | 51,702 | 43,634 | 39,800
Market capitalization (MDKK) | 50,550 | 21,787 | 9,305 | 6,220 | 8,464
Equity ratio (%) | 91% | 80% | 53% | 45% | 70%
Equity per share (DKK) | 121.96 | 27.28 | 17.66 | 21.26 | 32.04
Average number of full time employees | 289 | 235 | 247 | 346 | 297
Number of full-time employees at the end of the year | 335 | 253 | 196 | 355 | 329

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2025 outlook and objectives

In 2025, we have a strong focus on advancing our differentiated mid- to late-stage obesity programs.

2025 objectives

Advance obesity portfolio

Petrelintide

Complete enrollment of Phase 2b trial in people with overweight or obesity without type 2 diabetes (ZUPREME-1)

Initiate Phase 2b trial in people with overweight or obesity with type 2 diabetes (ZUPREME-2)

Initiate Phase 1b combination trial with a GLP-1 receptor agonist

Dapiglutide

Report topline data from Part 2 of Phase 1b trial

Present detailed results from Phase 1b trial

Initiate Phase 2b trial in people with overweight or obesity

Survodutide

Primary completion of Phase 3 trials in obesity (Boehringer Ingelheim)

Progress Phase 3 trials in people with MASH and fibrosis (Boehringer Ingelheim)

Progress rare disease assets

Dasiglucagon for congenital hyperinsulinism

Gain U.S. regulatory approval and bring product to patients

Glepaglutide for short bowel syndrome

Initiate Phase 3 trial to provide further confirm- atory evidence for U.S. resubmission and support regulatory submissions outside the U.S. and EU

Submit marketing authori- zation application to EMA

Advance inflammation portfolio

Complete first-in-human clinical trial with ZP9830 (Kv1.3 ion channel blocker)

Initiate first-in-human clinical trial with ZP10068 (Complement C3 Inhibitor)

Deliver on financial performance

Ensure disciplined financial management

Deliver on the budget and meet financial guidance

Accelerate sustainability efforts

Further implement sustain- ability strategy

Submit Climate Transition Plan to Science Based Targets initiative and achieve reduction targets

Report in line with the Corporate Sustainability Reporting Directive (CSRD)

Financial guidance

DKK million

2025 Guidance

2024 Actual

Revenue anticipated from existing and new license and partnership agreements

No guidance

63

Net operating expenses 1

2,000 - 2,500

1,327

1 Net operating expenses consist of R&D, S&M, G&A, and other operating items

Financial guidance based on foreign exchange rates as of February 19, 2025

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13 25+ years of peptide expertise

15 R&D pipeline

16 Obesity

20 Rare diseases

23 Inflammation

25 Financial review

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Contents

The big picture

Our business

Sustainability

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Financial statements

25+ years of peptide expertise

We have more than 25 years of expertise in discovery, design, and development of peptide-based medicines. We engineer peptides to enhance biological activity, extend duration of action, and increase stability to provide innovative and better treatments for a broad range of diseases.

1998

Foundation

Zealand Pharma is founded by SIP ® inventor Dr. Bjarne Due Larsen and Lars Hellerung Christiansen

2010

Initial Public Offering

Zealand Pharma’s shares are listed on Nasdaq OMX Copenhagen

2016

First drug product approval by U.S. FDA

Adlyxin (lixisenatide) and Soliqua (insulin glargine and lixisenatide), partnered with Sanofi, are approved by the U.S. FDA for the treatment of T2DM in the United States (approved in Europe by EMA in 2013)

2023

25-year anniversary

Zealand Pharma celebrates 25th anniversary with eventful year that includes significant advancement of clinical-stage obesity portfolio

2024

New class of obesity asset enters Phase 2

Zealand Pharma initiates Phase 2 clinical trial of long-acting amylin analog petrelintide in people living with overweight or obesity

1999

Invention of lixisenatide

GLP-1 receptor agonist lixisenatide is invented

2011

Partnership with Boehringer Ingelheim

Zealand Pharma enters partnership agreement with Boehringer Ingelheim to develop drug candidates for T2DM and obesity

2021

Second drug product approval by U.S. FDA

The U.S. FDA approves Zegalogue ® (dasiglucagon) for the treatment of severe hypoglycemia in people with diabetes (partnered with Novo Nordisk in 2022)

2023

First obesity asset enters Phase 3 through partnership

Boehringer Ingelheim advances survodutide into global Phase 3 clinical trials in overweight and obesity and subsequently initiates global Phase 3 program in MASH in 2024

2024

Transformational year

Zealand Pharma substantially strengthens financial position, raising ~DKK 8.5 billion (USD 1.2 billion) through two equity raises and prepares organization for the next phase of growth

Our journey to become experts in peptide R&D

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Facts on peptides

Validated peptide platform

Since our foundation in 1998, we have built a unique peptide platform and design process based on a deep understanding of peptide chemistry, formulation know-how, and intellectual property rights combined with advanced computer science.

The success of our peptide discovery and development platform has been validated by bringing two drug products to market in collaboration with partners Sanofi and Novo Nordisk, as well as advancing our novel peptide analogs currently in clinical development.

What are peptides?

Peptides are composed of amino acids and are produced by all living organisms, including humans. Many peptides are hormones that carry information between cells or organs to perform a wide range of essential functions, such as regu- lating appetite, blood glucose, or stimulating tissue growth.

Native peptides have powerful biological functions but many are inherently unstable and short-lived in the bloodstream. To convert native peptides into effective peptide therapeutics, these characteristics must be modified, while maintaining or enhancing the biological activity. This involves modifying the amino acid sequence of the peptide, usually by substituting with another amino acid.

We use nature’s own inventions

Through our deep understanding of peptide chemistry and biology, we focus this substitution process on key amino acids to remove the weak points that result in poor solu- bility, stability, or activity. We have successfully applied this approach to glucagon, amylin, GLP-1, GLP-2, and GIP to create new drug candidates.

Enhancing the natural property of a peptide or combining activities of two or more peptides into single peptides can present new therapeutic opportunities. We use endogenous human peptides and peptides from animal venoms to develop new therapeutic candidates. We also manipulate bacteria to produce peptide libraries, and have the expertise to go beyond nature's 20 standard amino acids to create unnatural amino acids. In other words, we can create custom building blocks, providing virtually limitless possibilities for the devel- opment of effective peptide therapeutics. We make broad use of nature’s own inventions in an effort to improve human health and quality of life.

We continue to optimize our peptide platform through new technologies and scientific advancements. We also access cutting-edge technology through research collaborations. Our R&D capabilities and pre-clinical programs provide opportuni- ties to further grow our scientific and medical presence.

Key facts

Main role of peptides

Many peptides are hormones that carry information between cells or organs to perform a wide range of essential functions.

Native peptides: Unstable and short-lived

Developing peptide therapeutics involves modifying native peptides to retain or enhance biological activity.

Zealand Pharma’s peptide platform

What are peptides? How does Zealand Pharma work with peptides to create potentially life- changing therapies? Watch to learn more about these powerful molecules

https://vimeo.com/946545618

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R&D pipeline

Our R&D pipeline of investigational candidates aims to address unmet medical needs across therapeutic areas.

Product Candidate 1

Preclinical

Phase 1

Phase 2

Phase 3

Registration

Petrelintide (amylin analog)

Obesity

Dapiglutide (GLP-1R/GLP-2R dual agonist)

Obesity

ZP6590 (GIP receptor agonist)

Obesity

Survodutide (GCGR/GLP-1R dual agonist) 2

Obesity

Survodutide (GCGR/GLP-1R dual agonist) 2

MASH

Dasiglucagon: continuous subcutaneous infusion

Congenital Hyperinsulinism

Glepaglutide (GLP-2 analog)

Short Bowel Syndrome

ZP9830 (Kv1.3 ion channel blocker)

Undisclosed

ZP10068 (complement C3 inhibitor)

Undisclosed

1 Investigational compounds whose safety and efficacy have not been evaluated or approved by the FDA or any other regulatory authority.

2 Survodutide is licensed to Boehringer Ingelheim from Zealand Pharma, with Boehringer solely responsible for development and commercialization globally (subject to Zealand Pharma's co-promotion rights in the Nordic countries): EUR 315 million outstanding potential development, regulatory, and commercial milestones + high single to low double digit % royalties on global sales.

Rare diseases

Obesity

Inflammation

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2-11 years

~33%

~22%

~40%

~44%

~42%

12-19 years

20-39 years

40-59 years

60+ years

Obesity

Facing one of the greatest healthcare challenges of our time

300,000 years

with humans beings on earth maintaining a relatively stable BMI

~5 million

deaths globally ascribed to obesity every single year 1

50 years

with a substantial increase in global prevalence of obesity from ~10% to ~40-50% 1

Key unmet medical needs

The obesity pandemic represents one of the greatest healthcare challenges of our time, profoundly impacting public health. Obesity is a complex disease associated with numerous complications and comorbidities, adversely affecting overall health and multiple organ systems 2 . For many years, the weight-loss medi- cations available have had limited efficacy and/ or, for many, been associated with considerable side effects. Today, two once-weekly GLP-1RA- based therapies with better efficacy have been approved for weight management. Nevertheless, the treatment rate today is approximately 2% 3 . There remains a substantial unmet medical need for more and better treatment options for the very heterogeneous population suffering from overweight and obesity. New innovations should include treatments based on emerging modalities with potential to deliver similar efficacy as the currently approved treatments but with better tolerability, treatments targeting fat-specific weight loss, or treatments with an even better effect on obesity-related comorbidities.

Prevalence of obesity in the U.S. by age group 2

Overweight and obesity are associated with more than 220 complications and comorbidities, including cardiovascular disease, liver disease, type 2 diabetes, kidney disease, and neuro-inflammation.

1 World Obesity Atlas 2024

2 U.S. Centers for Disease Control and Prevention. National Health Statistics Reports, no. 158. June 2021

3 American Medical Association 2024, AMA’s Latest Research, Health Tips & News About Obesity | American Medical Association

4 Almandoz et al. (2024) Nutritional considerations with antiobesity medications, Obesity (Silver Spring), 32(9): 1613-1631

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The big picture

Sustainability

Corporate Governance

Financial statements

Our business

Pre-clinical Registration

Phase 2b

Obesity

A next-generation weight-loss therapy, representing an alternative to GLP-1 receptor agonists

Petrelintide is a long-acting amylin analog suit- able for once-weekly subcutaneous admin- istration. It has been designed with chemical and physical stability with no fibrillation around neutral pH, allowing for co-formulation and co-administration with other peptides.

Petrelintide holds potential as a next- generation, best-in-class alternative to incretin-based therapies and as a future foundational therapy for weight manage- ment. It targets weight loss comparable with GLP-1-based therapies but with significantly less gastrointestinal side effects, both in frequency and severity, for a better tolera- bility profile and patient experience.

Rather than suppressing appetite, amylin analogs have been shown to restore

sensitivity to the hormone leptin, which is a strong satiety signal 1,2 . Pre-clinical data with petrelintide and other long-acting amylin analogs have shown potential to deliver high- quality weight loss by preserving lean muscle mass.

Development status

Zealand Pharma presented detailed results from the Phase 1b 16-week multiple ascending dose clinical trial at ObesityWeek 2024. The results showed mean body weight reductions after 16 weeks of 4.8%, 8.6%, and 8.3% for the three petrelintide-treated groups, versus 1.7% for the pooled placebo

Petrelintide

group. These weight loss results were achieved despite a predominantly male study population with relatively low BMI at baseline. Petrelintide was well tolerated, with no serious or severe adverse events. All gastrointestinal adverse events were mild, except for two moderate events (nausea and vomiting) reported by one participant who discontinued treatment. No other participants discontinued treatment due to adverse events and no other participants reported vomiting.

In December 2024, we initiated a large, compre- hensive Phase 2b trial (ZUPREME-1) with petre- lintide in people with overweight or obesity 3 .

1 Mathiesen et al. Eur J Endocrinol 2022;186(6):R93–R111

2 Roth et al. Proc Natl Acad Sci U S A 2008;105(20):7257–7262

3 Visit clinicaltrials.gov (NCT06662539) for more trial information

4 Eriksson et al. Presentation at ObesityWeek, November 1–4, 2022, San Diego, CA.

5 Hayes et al. Annu Rev Nutr 2014;34:237–260

Petrelintide, a long-acting amylin analog, is being developed as an alternative to GLP-1-based therapies with potential to become a future foundational therapy for weight management.

Balanced agonism

Petrelintide has potent and balanced agonist effects on key amylin receptors and the calcitonin receptor 4 .

Pancreatic hormone

Amylin is produced in pancreatic beta cells and co-secreted with insulin in response to ingested nutrients.

Non-incretin mechanism

Restores leptin sensitivity 5 and reduces food intake by increasing satiety.

Key facts

Development status for petrelintide in 2024

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Pre-clinical Registration

Phase 2

Obesity

Targeting obesity and low-grade inflammation with a GLP-1/ GLP-2 receptor dual agonist

Dapiglutide is a first-in-class, long-acting dual GLP-1/GLP-2 receptor agonist for once-weekly subcutaneous administra- tion. It is designed to leverage the weight loss effects of a potent GLP-1 receptor agonist and address comorbidities associ- ated with low-grade inflammation through improved intestinal barrier function by GLP-2 receptor activation. People with obesity have increased translocation of bacteria from the gut lumen into the bloodstream due to reduced integrity of the intestinal barrier, driving a state of low-grade inflam- mation, or “leaky gut” 1 . This obesity-related low-grade inflammation can result in comor- bidities such as cardiovascular disease, liver disease, inflammatory bowel disease, and neuro-inflammation.

Development status

In May 2024, Zealand Pharma reported topline results from a mechanistic investi- gator-led trial, evaluating low doses of dapi- glutide in people with overweight or obesity. Treatment with doses of dapiglutide up to 6 mg resulted in mean weight loss of up to 4.3% after 12 weeks versus 2.2% with placebo.

In September 2024, Zealand Pharma reported positive topline results from Part 1 of a Phase 1b dose titration trial, evaluating dapiglutide doses of up to 13 mg. At week 13, the placebo-corrected mean body weight

1 Vetrani et al. Nutrients 2022;14(10):210

2 Drucker & Yusta. Annu Rev Physiol 2014;76:561–583

Dapiglutide

loss was up to 8.3% among participants on dapiglutide treatment (up to 6.2% mean weight loss on dapiglutide; 2.1% mean weight gain on placebo). Dapiglutide treatment was assessed to be safe and well-tolerated, with no severe treatment-emergent adverse events. Based on the mild tolerability profile observed with dapiglutide, Zealand Pharma amended the Phase 1b clinical trial to include an additional cohort investigating even higher doses up to 26 mg over 28 weeks of treatment. Topline results from this added cohort are expected to be reported in the first half of 2025.

Zealand Pharma expects to initiate a Phase 2b trial with dapiglutide in people with over- weight or obesity in the first half of 2025.

Dapiglutide, a dual GLP-1/GLP-2 receptor agonist, targets obesity and comorbidities associated with obesity-related low-grade inflammation.

Biased towards GLP-1

Deliberately designed with strong relative potency of 3:1 in favor of the GLP-1R versus the GLP-2R

Intestinal benefits

GLP-2 reduces intestinal permeability, limiting translocation of bacteria to the bloodstream 2

Regenerative effects

GLP-2 has potential for regenerative effects to address organ damage

Key facts

Development status for dapiglutide in 2024

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Pre-clinical Registration

Phase 3

Survodutide

Obesity

Targeting obesity and MASH with a dual glucagon/GLP-1 receptor agonist

Survodutide is a long-acting dual glucagon/ GLP-1 receptor agonist for once-weekly subcutaneous administration, targeting the treatment of obesity and metabolic dysfunc- tion-associated steatohepatitis (MASH), one of the most prevalent and serious obesity-re- lated comorbidities. It is estimated that 34% of people living with obesity have MASH 1 . By activating both GLP-1 and glucagon recep- tors, survodutide offers the potential for significant body weight reduction by reducing appetite and increasing energy expenditure, improved glycemic control, and direct benefi- cial effects on the liver.

1 Quek et al. Lancet Gastroenterol Hepatol 2023;8(1):20–30

2 Pégorier et al. Biochem J 1989;264(1):93–100

3 Del Prato et al. Obes Rev 2022;23(2):e13372

Development status

A Phase 2 clinical trial with survodutide in people with overweight or obesity demon- strated average body weight reductions of up to 18.7% after 46 weeks. In 2024, Boehringer Ingelheim completed participant enrollment for SYNCHRONIZE™-1 and SYNCHRONIZE™-2, part of the Phase 3 program for survodutide in people with overweight or obesity.

In June 2024, Boehringer Ingelheim presented positive results from a Phase 2 clinical trial with survodutide in people with MASH and liver fibrosis. Up to 64.5% of survodu- tide-treated participants with moderate or

advanced fibrosis (stages 2 or 3) achieved an improvement in fibrosis without wors- ening of MASH after 48 weeks versus 25.8% with placebo. In October 2024, Boehringer Ingelheim initiated two large Phase 3 trials, LIVERAGE TM and LIVERAGE TM -Cirrhosis, with survodutide in adults with MASH and fibrosis stages 2 or 3 and compensated MASH cirrhosis (stage 4), respectively. Additionally, survodutide received US FDA Breakthrough Therapy designation for the treatment of adults with non-cirrhotic MASH and moderate or advanced fibrosis (stages 2 or 3).

Partnership with Boehringer Ingelheim

Survodutide was licensed to Boehringer Ingelheim from Zealand Pharma. Boehringer Ingelheim is funding all activities and is solely responsible for the development and global commercialization of survodutide. Zealand Pharma has co-promotion rights in the Nordic countries, EUR 315 million in outstanding potential milestone payments, and is eligible for high-single to low-double digit percentage royalties on global sales.

Development status for survodutide in 2024

Survodutide, a dual glucagon/GLP-1 receptor agonist, targets obesity and the large sub-population with MASH and fibrosis.

Dual agonism

Activates glucagon and GLP-1 receptors, both critical in controlling metabolic functions

Biased towards GLP-1

Deliberately designed with strong relative potency of 8:1 in favor of GLP-1R versus GCGR

Direct liver effect

Glucagon reduces hepatic fat content by stimulating lipolysis in fat tissue and fatty acid oxidations 2,3

Key facts

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Pre-clinical Registration

Registration

Dasiglucagon

Dasiglucagon for congenital hyperinsulinism (CHI)

Dasiglucagon is a glucagon analog that is stable in aqueous solution and is thus designed to allow for continuous subcuta- neous infusion via a wearable pump.

CHI is an ultra-rare disease affecting newborns, infants, and children caused by a defect in pancreatic beta cells, resulting in insulin overproduction and leading to frequent, recurrent, and often severe episodes of low glucose (hypoglycemia). Every year, an estimated one in 28,000 to 50,000 newborns are diagnosed with geneti- cally determined CHI in the U.S. and Europe 1 .

Complex care, including continuous enteral feeding or intravenous glucose, can result in lengthy and frequent hospitalizations that make daily life difficult. The burden of managing CHI is significant for the affected

1 Amoux JB et al. (2011). Orphanet J Rare Dis, 6:63; Yau et al. (2020). Plos One, 15(2): e0228417.

2 Thornton PS et al., J Pediatr. 2015;167(2):238-45.

3 Banerjee I et al., Orphanet J Rare Dis. 2022;17:61

4 Yorifuji et al. Clin Pediatr Endocrinol 2017;26(3):127-152.

children and their families and caregivers, and the limited availability of safe and effec- tive treatment options represents an urgent unmet medical need.

Development status

The potential of dasiglucagon in the manage- ment of CHI is supported by three Phase 3 clinical trials in newborns and children up to 12 years of age. In Part 1 of the Phase 3 trial conducted in a hospital-setting (trial 17013), dasiglucagon reduced the requirement for IV glucose to maintain glycemia in newborns and infants with CHI by 55%. In Part 2 of the trial (21-day open label), dasiglucagon enabled

reduction and either episodic or permanent discontinuation of IV glucose infusion in 10 out of 12 infants during the study period. In another Phase 3 trial conducted in a homecare setting (trial 17109), dasiglucagon reduced time in hypoglycemia by ~50% and the number of hypoglycemic events by ~40% compared to standard of care alone, when assessed by blinded continuous glucose monitoring (CGM).

Zealand Pharma is ready to resbumit the New Drug Application (NDA) for dasiglucagon in CHI for up to three weeks of dosing and to submit the required and detailed analyses from existing CGM datasets to suport use beyond three weeks. The regulatory submissions are, however, contingent on an inspection classifi- cation upgrade from a reinspection of a third- party manufacturing facility.

Development status for dasiglucagon in 2024

Key facts

Dasiglucagon is a stable glucagon analog designed to allow for continuous subcutaneous infusion via a wearable pump.

Devastating disease

Lack of proper management of hypoglycemia may result in brain damage, lead to permanent brain injury, and is associated with increased risk of infant pancreatectomies 2,3

Large unmet need

>50% of CHI patients may be unresponsive to current treatment options 4

Glucagon analog

Dasiglucagon works by causing the liver to release stored sugar to the blood, preventing hypoglycemia

Rare diseases – CHI

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Rare diseases – CHI

Patient story

Born with CHI, Crosby had to have 98% of his pancreas removed and a gastric tube (“G-tube”) inserted to stabilize his blood sugar within one week of his birth.

Luckily, Crosby’s parents learned about his rare disease prenatally. Still, their early diagnosis would not take away the fact that their child would be born with CHI nor that multiple treatment options would not work for him.

For kids with CHI and their families, limited treatment options create not only medical challenges, but social challenges too. Kids with rare diseases become aware early on that they are different. Other children and even parents would sometimes ask about or touch Crosby’s G-tube, not realizing they are being intrusive or potentially causing damage.

Crosby is now 10 years old and is a “honeymoon” period with his CHI. He is not currently on medication and his family monitors his blood sugar with a DexCom (continuous glucose monitoring device) and regular finger prick checks, and Crosby is getting more adept at monitoring and responding to his own blood sugar. For now, this combination, along with

snacks, helps maintain his blood sugar levels. But this won’t last forever. Because Crosby had to have a near-total pancre- atectomy at birth, he has slowly been on his way to diabetes.

Most likely around puberty, what is left of his pancreas will stop functioning and he will develop insulin-requiring diabetes. By now, he has experienced episodes of hypergly- cemia, and it has been difficult for him emotionally to process the changes in his condition.

Even though having CHI is something that Crosby has always known, it can still be scary and challenging. Whether it was his monthly injections, inserting the new Dexcom device every 10 days, needing to prick his finger, or the prospect of diabetes, this is all part of living with CHI. But Crosby is resilient. For the last 10 years, he has overcome many hurdles. Nevertheless, his rare condition will require him to face obstacles for the rest of his life.

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Pre-clinical Registration

Phase 3

Rare diseases – SBS

Glepaglutide

Long-acting GLP-2 analog for the treatment of short bowel syndrome (SBS)

Glepaglutide is a long-acting GLP-2 analog that is stable in aqueous solution. Zealand Pharma is developing glepaglutide as a ready-to-use, fixed dose product designed for subcutaneous delivery via a simple auto-injector for the potential treatment of SBS.

SBS is a rare, debilitating disease, character- ized by the inability of the intestine to absorb adequate fluid and nutrients, leaving many patients chronically dependent on complex parenteral support. While life-sustaining,

parenteral support poses significant restric- tions on daily life and involves the risks of serious and life-threatening complications.

Development status

In December 2024, Zealand Pharma received a Complete Response Letter (CRL) from the U.S. FDA for the glepaglutide NDA for the treatment of adult patients with SBS with intestinal failure (IF).

The submitted NDA included a single rand- omized, placebo-controlled Phase 3 registrational trial (EASE-1). EASE-1 consisted of two active treatment arms, once-weekly

and twice-weekly dosing. Treatment with glepaglutide twice-weekly demonstrated significant and superior effects in reducing parenteral support requirements in patients with SBS-IF compared to placebo. Once- weekly glepaglutide treatment resulted in a reduction in parenteral support but did not achieve statistical significance. In the CRL, the FDA recommended an additional place- bo-controlled clinical trial to provide further evidence confirming the efficacy and safety of the to-be-marketed dose of twice-weekly glepaglutide.

In 2025, we expect to submit a Marketing Authorization Application (MAA) to the European Medicines Agency and initiate a single Phase 3 clinical trial (EASE-5) that is anticipated to provide further confirmatory evidence for a regulatory submission in the U.S. and to support regulatory submissions outside the U.S. and the EU.

We are developing a next-generation, potential best-in-class, long-acting GLP-2 analog for the treatment of short bowel syndrome.

Debilitating disease

SBS often results in dependency on parenteral support that severely impacts quality of life

Burdensome care

Unmet need for improved treatment options that may allow patients to ease burden of disease management

Stable GLP-2 analog

Glepaglutide is a long-acting stable GLP-2 analog administered with a ready-to-use autoinjector

Development status for glepaglutide in 2024

Key facts

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Pre-clinical Registration

Phase 1

ZP9830

Inflammation

Potential to treat a broad range of cell- mediated autoimmune disorders

ZP9830 is a potent and selective Kv1.3 blocker with potential to treat a broad range of cell-mediated autoimmune diseases. Kv.1.3 is a voltage-gated potassium ion channel, essential for the activation, proliferation, migration, and cytokine production of leukocytes from the innate and adaptive immune system 1,2 .

Kv1.3 is highly expressed in activated T cells, particularly effector memory T cells. T effector memory cells are dependent on Kv1.3 to function and play a key role in autoimmunity

Development status for ZP9830 in 2024

and chronic inflammation by releasing pro- inflammatory cytokines, which drive tissue damage 3 . The specific and selective location of the Kv1.3 on the effector memory T cells makes it an attractive pharmaceutical target, as blocking Kv1.3 is believed to preserve the protective effects of the rest of the immune system.

Development status

The anti-inflammatory effects of blocking the Kv1.3 ion channel have been demonstrated in pre-clinical models of autoimmune diseases, demonstrating concentration-dependent

inhibition of pro-inflammatory cytokine release from stimulated human whole blood.

In December 2024, Zealand Pharma initiated the first-in-human clinical trial of ZP9830. This Phase 1 single ascending dose (SAD) trial of ZP9830 will investigate the investigational drug's safety and tolerability profile, its pharmacokinetic profile to determine the appropriate dose levels for potential future clinical trials, and the pharmacodynamics to evaluate its effect on the body’s immune system.

ZP9830 is a potent and selective Kv1.3 blocker being developed for the treatment of chronic inflammatory diseases.

1 Navarro-Pérez Expert Opinion on Therapeutic Targets 2024, 28(1-2):67-82, doi: 10.1080/14728222.2024.2315021

2 Markakis, Frontiers in Pharmacology 2021,12: 714841, doi: 10.3389/fphar.2021.714841

3 Chandy and Norton, Current Opinion in Chemical Biology 2017, 38:97–107, http://dx.doi.org/10.1016/j.cbpa.2017.02.015

Kv1.3 blocker

ZP9830 is a potent and selective Kv1.3 blocker with potential to treat a broad range of cell- mediated autoimmune diseases

Selective location

Kv1.3 is highly expressed in effector memory T cells, which play a key role in autoimmunity

Immunosuppressant

Kv1.3 inhibition can selectively suppress T cell activation and autoimmune responses

Key facts

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Pre-clinical Registration

Pre-clinical

Inflammation

Complement C3 inhibitor with a broad potential to treat complement-mediated diseases

ZP10068 is an investigational, long-acting inhibitor of complement C3, which has the potential to treat a broad range of comple- ment-mediated diseases.

The complement system is a part of the innate immune system and a central compo- nent of the complement cascade is the C3 protein. Since C3 is at the core of the

complement system, its inhibition is believed to block all downstream effects of the compl- menet cascade. Altered activation of the complement cascade is implicated in many immune-mediated diseases and, in particular, rare diseases such as paroxysmal nocturnal hemoglobinuria, cold agglutinin disease, myasthenia gravis, and C3 glomerulopathy.

Since ZP10068 acts on C3, it presents a broad therapeutic potential for the treatment of complement-mediated diseases.

Development status for ZP10068 in 2024

ZP10068

Development status In 2024, Alexion Pharmaceuticals discon- tinued development of ZP10068 citing busi- ness reasons and transferred the asset back to Zealand Pharma.

Zealand Pharma will evaluate the potential for advancing ZP10068 into the first-in-human clinical trials in 2025.

ZP10068 is a long-acting inhibitor of complement C3 in development for the treatment of complement-mediated diseases.

Complement system

The complement cascade is part of the innate immune system and is a series of enzymatic reactions that activate an immune response

Central role

C3 is a central protein in the complement system, essential for initiating and amplifying the cascade

C3 inhibition

ZP10068 targets and blocks the activity of complement C3 in the immune system.

Key facts

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Financial review

Net operating expenses in 2024 of DKK 1,327 million are mainly driven by clinical advancement of the obesity pipe- line and activities supporting the regulatory review by the U.S. FDA of the rare disease assets.

Cash position as of December 31, 2024, is DKK 9.0 billion, reflecting a significant increase compared to the DKK 1.6 billion in cash, cash equivalents, and marketable securities as of December 31, 2023, driven by capital raises in January 2024 and June 2024 raising gross proceeds of approxi- mately DKK 1.5 billion and DKK 7 billion respectively.

Revenue

Revenue in 2024 of DKK 63 million is mainly driven by the license and development agreement for Zegalogue ® . Revenue of DKK 343 million in 2023 was mainly driven by a EUR 30 million milestone payment from Boehringer Ingelheim associated with survodutide and USD 10 million from a milestone payment from Sanofi associated with lixisenatide.

Net operating expenses

Research and development expenses in 2024 of DKK 920 million are mainly driven by clinical advancement of the company's wholly owned obesity assets, petrelintide and dapiglutide, including preparations for large, comprehen- sive Phase 2b trials, and activities supporting the regulatory review by the U.S. FDA of our rare disease assets.

Selling and marketing expenses of DKK 88 million in 2024 are mainly driven by pre-commercial activities associated with launch preparations for the rare disease assets. General and administrative expenses of DKK 316 million reflect additional legal expenses related to our patent portfolio and strength- ening of organizational capabilities and IT infrastructure.

Other operating items of DKK -3 million in 2024 are related to a settlement of a legal dispute. Other operating items of DKK 5 million in 2023 relates to a reversal of inventory write-down associated with Zegalogue ® , partly offset by an impairment of the U.S. Boston office.

Financial items

Financial items in the year of 2024 of DKK 189 million are mainly driven by interest income of DKK 170 million from the excess liquidity invested in marketable securities. This is partly offset by interest expenses from financial liabilities of DKK -32 million related to disbursement of Tranche A of the EIB loan and a commitment fee relating to the Revolving Credit Facility (RCF). The RCF provided by Danske Bank was terminated in July 2024. The significant improvement in financial items in 2024 compared to 2023 is mainly driven by the increase in interest income and fair value adjustment of marketable securities in 2024 as well as the final repayment and termination of the loan with Oberland Capital in May 2023, representing DKK -136 million in financial expenses.

DKK millions

2024

2023

Revenue

63

343

Gross profit

55

324

Research and development expenses

-920

-685

Sales and marketing expenses

-88

-31

General and administrative expenses

-316

-185

Other operating items

-3

5

Net operating expenses

-1,327

-896

Operating result

-1,272

-572

Net financial items

189

-137

Result before tax

-1,083

-709

Cash and cash equivalents

480

449

Marketable securities

8,542

1,184

Cash, cash equivalents, and marketable securities

9,022

1,633

Equity

8,617

1,593

Other

Share price (DKK)

716

373

Number of shares ('000 shares)

71,024

58,751

Market capitalization (mDKK)

50,550

21,787

Number of full-time employees at year-end

335

253

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Equity

On December 31, 2024, equity was DKK 8,617 million reflecting a significant increase compared to December 31, 2023, mainly driven by the proceeds from the equity offering and issuance of new shares in June 2024 and the directed issue and private placement of new shares in January 2024. This was partly offset by the loss for the period.

In 2024, Zealand Pharma has purchased 300,000 new treasury shares. The treasury shares are allocated to perfor- mance share units (PSUs) and restricted share units (RSUs) as described further in note 4.8 Share Capital.

Cash position

Cash, cash equivalents, and marketable securities as of December 31, 2024 was DKK 9,022 million, reflecting a signif- icant increase compared to the DKK 1,633 million in cash,

cash equivalents and marketable securities as of December 31, 2023. This development in 2024 is mainly driven by the DKK 6,789 million in net proceeds from the equity offering and issuance of new shares in June 2024 and the DKK 1,427 million in net proceeds from the directed issue and private placement of new shares in January 2024, as well as disbursement of the EUR 50 million Tranche A of the EIB loan facility. This was partly offset by cash used in operating activi- ties during the period (DKK 931 million).

As of December 31, 2024, Zealand Pharma has placed DKK 8,542 million in low-risk marketable securities, whereas cash and cash equivalents amount to DKK 480 million. This is in line with the Company's treasury policy.

For further information on the capital increases, the EIB loan, and the RCF, please refer to note 4.0.

Events after the reporting date

In January 2025, Zealand sold its shares in Beta Bionics Inc. following the signed mutual termination agreement from October 2024. The agreed selling price was DKK 23.6 million and the sale was completed in January 2025.

Guidance

Net operating expenses in 2024 of DKK 1,327 million was within the guidance of DKK 1,250-1,350 million.

Cash position compared to FY23

DKKm

1 Cash position includes cash, cash equivalents, and marketable securities. Revolving Credit Facility of DKK 350 million provided by Danske Bank was terminated in July 2024 and not included in this chart.

2 EIB loan Tranches B and C (EUR 20 million each) are excluded from this chart. The two tranches are subject to pre-specified milestones being met.

Cash and cash equivalents

Marketable securities

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28 Introduction

29 Corporate Governance structure

35 Board of Directors and Corporate Management

40 Internal controls and risk management

42 Risk and risk mitigation

45 Shareholder information

47 Annex: Recommendations on Corporate Governance

Corporate Governance

Zealand Pharma Annual Report 2024

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Contents

The big picture

Our business

Sustainability

Corporate Governance

Financial statements

Introduction

This chapter on the Corporate Governance of Zealand Pharma A/S (“Zealand Pharma”) has been integrated into the Management Review of the Annual Report 2024 and covers the period January 1 – December 31, 2024.

As a company incorporated under the laws of Denmark, and with its shares admitted to trading and official listing on Nasdaq Copenhagen, Zealand Pharma is subject to various applicable legislation, standards, and other regulations for publicly traded companies. These include Danish securities law and the recommendations on Corporate Governance issued by the Danish Committee on Corporate Governance (in the below ‘‘the Recommendations’’) updated on December 2, 2020.

At Zealand Pharma, we regularly review our activities to ensure that we meet our obligations to shareholders, employees, regulatory authorities, and other stakeholders while maximizing long-term value. Zealand Pharma also regularly reviews its rules, policies, and practices within risk management and internal control to improve guidelines and policies for Corporate Governance, ensuring that the stand-ards that we set are up to date with accepted practice for a company like Zealand Pharma. In addition to these, when relevant, we have Corporate Governance activities reviewed

by a third party who carries out an evaluation of the Board and how it is governed.

In addition to the reviews set out above, the Board of Directors and Corporate Management constantly seek to ensure that Zealand Pharma's management structure and control systems are efficient, function properly, and provide the right degree of control and management for the organiza-tion. Several internal procedures have been developed and are continuously updated, with external assistance if required, to ensure active, secure, and efficient management of our company.

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Corporate Governance structure

Zealand Pharma has a two-tier management structure composed of the Board of Directors (‘the Board’) and Management (refer to page 34 for an overview of Zealand Pharma's Management).

The Board is responsible for the overall vision, strategies and objectives, the financial and managerial supervision of Zealand Pharma, as well as for regular evaluation of the work of Corporate Management. In addition, the Board provides general oversight of Zealand Pharma's activities and ensures that the company is managed in a manner and in accordance with applicable law, Zealand Pharma's articles of associa-tion, and the policies and procedures that are put in place to ensure sound governance.

The Board approves the policies and procedures, and Corporate Management is responsible for the day-to-day management of Zealand Pharma in compliance with the guidelines and directions set by the Board. The allocation of responsibilities between the Board of Directors and Corporate Management is stipulated in the Rules of Procedure that are reviewed and signed every year by the members of the Board of Directors and Corporate Management after the Annual General Meeting.

Board of Directors

The Board plays an active role in setting Zealand Pharma's strategies and goals as well as in monitoring its operations and results. The Board functions according to its Rules of Procedure. The duties include establishing Zealand Pharma’s policies to achieve Zealand Pharma's objectives in accordance with its articles of association that form an important set of guardrails for how the company should be governed. These also define the responsibilities of the Board, for example ensuring that Zealand Pharma’s bookkeeping, accounting, asset management, information technology systems, budg-eting, and internal control are properly organized.

As of December 31, 2024, Zealand Pharma’s Board is comprised of seven board members elected at the Annual General Meeting and four employee representatives elected by Zealand Pharma's employees. The Annual General Meeting appoints each shareholder-elected member of the Board for a one-year term, whereas employee representatives are elected for a four-year term. All current members of the Board elected

Corporate Governance structure

Annual General Meeting

Board of Directors

Corporate Management

Organization

Nomination Committee

Audit Committee

Remuneration Committee

Scientific Committee

Corporate Governance

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Zealand Pharma Annual Report 2024

29

The Board and board members

Board members elected by the shareholders at the Annual General Meeting 2024:

Martin Nicklasson, Chair

Kirsten A. Drejer, Vice Chair

Jeffrey Berkowitz

Bernadette Connaughton

Leonard Kruimer

Enrique Conterno

Elaine Sullivan

Board members elected by the employees:

Frederik Barfoed Beck

Anneline Nansen

Ludovic Tranholm Otterbein

Adam Krisko Nygaard

In line with the Recommendations, the Board reviews and determines the qualifications and experience needed on the Board with respect to:

Scientific knowledge within bioscience and innovation of pharmaceutical products

Financial experience and knowledge

Experience in leading an innovative business and insight into the biopharmaceutical market

Experience with market entry and relationship with payers

Experience in handling and managing partnering agreements

Competency in ensuring that the obligations of a listed company are fulfilled

at the Annual General Meeting 2024 are up for re-election at the Annual General Meeting in 2025.

In 2024, the Board decided to carry out a full independent review of its performance. This performance was carried out independently by the Leadership Advisory Group (LAG) in compliance with article 3.5 of Danish Recommendations on Corporate Governance 2020. They used a mixture of anonymous online questionnaires. The results were presented to the Board before the 2024 Annual General Meeting and provided areas where the governance of the company could be subject to annual review and further strengthened. These recommendations were instituted as part of the company’s annual review as a matter of routine.

At the beginning of 2025, the Board decided to follow this evaluation to check its progress and to ensure that there was independence when the Board was evaluated. Once again, the Board decided to use the services of the LAG to follow up from its last review of the Board in 2024. The LAG used an anonymous online questionnaire that was sent to each member of the Board and Corporate Management. LAG produced a report that was sent to the Chair and the Company Secretary.

The compiled report measures 11 separate categories and scores them based on an average of the scores from the members of the Board and Corporate Management (9 + 6 people in total). The scores indicate the following perfor-mance against benchmarks for Danish companies.

LAG report results

Category | Score from a total of 5 | Benchmark | Difference | Role Model Benchmark
Strategy development and implementation | 4.28 | 3.53 | +0.75 | 4.28
Risk awareness, monitoring, and reporting | 3.98 | 3.49 | +0.49 | 4.14
Cooperation with and evaluation of the CEO and Executive Management | 4.65 | 3.59 | +1.06 | 4.65
Board composition and dynamics | 4.35 | 3.57 | +0.78 | 4.35
On- and off-boarding | 3.40 | 3.05 | +0.35 | 3.90
Meeting structure and operation | 4.42 | 3.69 | +0.73 | 4.42
Meeting effectiveness | 4.49 | 3.72 | +0.77 | 4.49
Shareholders and stakeholder relations | 4.22 | 3.36 | +0.86 | 4.29
Committee and Vice Chair value contribution | 4.40 | 3.74 | +0.66 | 4.40
Evaluation of the Chair | 4.70 | 4.08 | +0.62 | 4.70
General | 4.67 | 3.80 | +0.87 | 4.67

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The results indicate that in 8 of the 11 categories (indicated in blue rows in the chart on previous page) Zealand Pharma’s performance was regarded as exceptional across various categories. The LAG’s assessment was that in these 8 cate-gories Zealand Pharma represented a role model company Board.

The Board should meet at least 6 times a year and whenever the Chair decides that it is necessary. The Board of Directors met for a total of 9 times in 2024.

Audit Committee

The Audit Committee consists of Leonard Kruimer, Martin Nicklasson, Jeffrey Berkowitz, and Bernadette Connaughton. The committee is chaired by Leonard Kruimer.

The Audit Committee plays an active role in setting Zealand Pharma's strategies and goals as well as in monitoring its opera-tions and results, including ESG. The Audit Committee functions according to its Charter that is reviewed on an annual basis. The duties include the internal controls and risk management systems related to financial reporting and evaluating the need for an internal audit:

establishing procedures for the receipt, retention, and treat-ment of complaints received regarding accounting, internal controls, auditing, and financial reporting matters (whis-tle-blower function);

nominating the statutory external auditor to be elected at the Annual General Meeting and preparing the recommen-dation for the Annual General Meeting regarding the election of our external auditor, as well as, if relevant, proposing

to the Annual General Meeting that an external auditor is discharged;

monitoring the strategy, plan, scope, and approach of the external auditor’s annual audit;

monitoring and approving the terms and compensation of the external auditor;

monitoring the external auditor’s reports to the Executive Management and the Board of Directors, including manage-ment letters and long-form reports, discussing any reports with the Executive Management and the external auditor, and be mainly responsible for resolving any disagree-ments between the external auditor and the Executive Management;

considering (at least on an annual basis) the performance and independence of the external auditor and obtaining and reviewing a report from the external auditor substantiating that the external auditor is independent;

reviewing policy in relation to the provision of non-audit services by the external auditor under which the Audit Committee approves non-audit services delivered by the external auditor;

engaging independent counsel and other advisors as the Audit Committee determines necessary to carry out its duties;

obtaining available appropriate funding as the Audit Committee determines necessary for the fulfillment of its tasks and duties; and

evaluating on an annual basis: (i) the performance of the Audit Committee, including independence and financial expertise; and (ii) the adequacy of the Audit Committee’s charter and recommendation of any proposed changes to the Board of Directors.

In 2024, specific topics discussed included auditor's reports, accounting policies, internal controls, compliance, finance, going concern status, risk management, cybersecurity, insurance policy, year-end topics, ESG reporting, transactions not in the usual course of business, and external financing.

The Audit Committee met for a total of 8 times in 2024. The committee is composed of independent members.

Remuneration Committee

The Remuneration Committee consists of Martin Nicklasson, Leonard Kruimer, and Enrique Conterno. The committee is chaired by Martin Nicklasson.

The Remuneration Committee proposes the remuneration policy as well as targets for company-operated perfor-mance-related incentive programs. These policies and guide-lines set out the various components of the remuneration, including fixed and variable remuneration such as pension schemes, benefits, retention bonuses, severance, and incen-tive schemes, as well as the related bonus and evaluation criteria. The Remuneration Committee functions according to its Charter that is reviewed on an annual basis.

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The Remuneration Committee has the following principal responsibilities:

preparing and presenting proposals to the Board of Directors on the framework for remuneration packages for Executive Management, including, but not limited to salary, salary increases, pension rights and any compensation or termination payments, ensuring that the contractual terms are fair to the individual and to Zealand Pharma, that failure is not rewarded, and that the duty to mitigate loss is fully recognized;

preparing and presenting proposals to the Board of Directors on remuneration matters of material importance to Zealand Pharma, including incentive programs and payments for the Executive Management. The proposals for remuneration of Executive Management, including any incentive program, shall be in accordance with and not exceed relevant comparable market practice levels at any given time;

preparing and presenting proposals to the Board of Directors on the targets (bonus levels and performance targets) for company-operated performance-related incen-tive programs for Executive Management, as well as moni-toring and evaluating the fulfillment of such targets;

overseeing the implementation of any pension, retirement, death or disability, or life insurance scheme, and any incen-tive schemes for Executive Management; and

reviewing and considering the proposals from our Nomination Committee on remuneration for members of the Board of Directors and Executive Management.

In 2024, specific topics discussed included long-term incentive programs for management and Board of Directors, company goals, and the compensation policy for eligible employees. Please refer to the 2024 Remuneration Report for more details.

The Remuneration Committee met for a total of 6 times in 2024. The committee is composed of independent members.

Nomination Committee

The Nomination Committee consist of Kirsten A. Drejer, Leon Kruimer, and Martin Nicklasson. The committee is chaired by Kirsten A. Drejer.

The Nomination Committee makes recommendations for decisions to the Board of Directors regarding Board positions, identifying and recommending candidates for the Board of Directors. The Nomination Committee functions according to its Charter that is reviewed on an annual basis.

Specific topics discussed in 2024 included the composi-tion, capabilities, diversity, and independence of the Annual General Meeting elected board members as well as a review of the required skillset for the Board.

The Nomination Committee met for a total of 4 times in 2024. The committee is composed of independent members.

Scientific Committee

The Scientific Committee consists of Kirsten A. Drejer, Enrique Conterno, and Elaine Sullivan. The committee is chaired by Kirsten A. Drejer.

The Scientific Committee is a forum with the purpose of lever-aging the scientific expertise of the appointed Board members, understanding and challenging the approach and assump-tions of Zealand Pharma’s Research & Development strategy, providing technical assistance to the Board on research and development-related topics, and guiding the Board on the risks of the Company’s Research & Development strategy. In line with 2023, the specific topics discussed in 2024 included the development of the clinical pipeline, preparation for potential interactions with regulatory authorities, and a review of the pre-clinical pipeline and innovation strategy.

The Scientific Committee met for a total of 4 times in 2024. The committee is composed of independent members.

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Overview of meetings in 2024

Attended

Absent

Not part of the Board or Committee at the time of the meeting

| Board | Audit Committee | RemunerationCommittee | ScientificCommittee | NominationCommittee
Martin Nicklasson |  |  |  | N/A |
Kirsten A. Drejer |  | N/A | N/A |  |
Jeffrey Berkowitz |  |  | N/A | N/A | N/A
Bernadette Connaughton |  |  | N/A | N/A | N/A
Leonard Kruimer |  |  |  | N/A |
Enrique Conterno |  | N/A |  |  | N/A
Elaine Sullivan |  | N/A | N/A |  | N/A
Frederik Barfoed Beck |  | N/A | N/A | N/A | N/A
Anneline Nansen |  | N/A | N/A | N/A | N/A
Ludovic Tranholm Otterbein |  | N/A | N/A | N/A | N/A
Adam Krisko Nygaard |  | N/A | N/A | N/A | N/A

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Corporate Management

Corporate Management is composed of Executive Management and other members of Corporate Management:

Executive Management

Adam Steensberg, President and Chief Executive Officer

Henriette Wennicke, Executive Vice President and Chief Financial Officer

Other members of the Corporate Management

Ivan Møller, Executive Vice President, Chief Operating Officer

Christina Sonnenborg Bredal, Executive Vice President, Chief People Officer

David Kendell, Chief Medical Officer and Head of Research & Development

Eric Cox, Executive Vice President, Chief Commercial Officer

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Board of Directors and Corporate Management

Zealand Pharma Board of Directors at February 20, 2025

|  | Martin Nicklasson |  | Kirsten A. Drejer |  | Jeffrey Berkowitz
Position |  | Chair |  | Vice Chair |  | Board member
Year of birth |  | 1955 |  | 1956 |  | 1966
Nationality |  | Swedish |  | Danish |  | American
Gender |  | Male |  | Female |  | Male
First elected |  | 2015 |  | 2018 |  | 2019
Committee |  | AudCom, RemCom (Chair), and NomCom |  | NomCom (Chair) and SciCom (Chair) |  | AudCom
Independent |  | Yes |  | Yes |  | Yes
Special competencies |  | Extensive general management and research and development experience from AstraZeneca Plc and Swedish Orphan Biovitrum AB. |  | More than 30 years of international experience in the pharmaceutical and biotech industry. Before co-founding Symphogen A/S in 2000, held several scientific and managerial positions at Novo Nordisk A/S. |  | Global executive with extensive branded and generic pharmaceutical, retail pharmacy, wholesale drug distribution, specialty, payor, and healthcare services leadership experience in P&L accountable roles.
Current positions |  | Board member of Basilea Pharmaceutica Ltd. and Chair of Nykode Therapeutics ASA. |  | Chair of the Board of ResoTher Pharma. Board member of Curasight A/S and Malin Corporation. |  | CEO and Director of Real Endpoints and. Board member of H. Lundbeck A/S.

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|  | Bernadette Connaughton |  | Enrique Conterno |  | Leonard Kruimer |  | Elaine Sullivan
Position |  | Board member |  | Board member |  | Board member |  | Board member
Year of birth |  | 1958 |  | 1966 |  | 1958 |  | 1961
Nationality |  | American |  | Peruvian/American |  | Dutch |  | British/Irish
Gender |  | Female |  | Male |  | Male |  | Female
First elected |  | 2019 |  | 2024 |  | 2019 |  | 2024
Committee |  | AudCom |  | RemCom and SciCom |  | AudCom (Chair), RemCom, and NomCom |  | SciCom
Independent |  | Yes |  | Yes |  | Yes |  | Yes
Special competencies |  | More than 30 years of global strategic, commercial, and leadership expertise, and a broad perspective on the strategy, capabilities, and governance required for successful execu-tion in U.S. and international markets. |  | 27 years at Eli Lilly and Company, including SVP and Member of the Executive Committee, President of Lilly USA, and President of Lilly Diabetes, as well as roles across sales, marketing, finance, and business development. Bachelor of Science in Mechanical Engineering from Case Western Reserve University and MBA from Duke University. |  | More than 40 years of experience in corporate finance, planning, and strategy, including 25 years in senior executive positions in private and publicly listed biotechnology companies |  | Served at both AstraZeneca and Eli Lilly and Company as member of senior global R&D management teams, including VP of Global External R&D at Eli Lilly and Company and VP and Head of New Opportunities at AstraZeneca. Co-founded and served as CEO of Carrick Therapeutics. PhD in Molecular Virology from the University of Edinburgh.
Current positions |  | Board member of Halozyme Therapeutics Inc. and Editas Medicine. |  | Member of the Board of Directors of Glooko, inc. and Member of the Board of Governors of the American Red Cross. |  | Chair of the Board of BioInvent International AB, Board member and Chair of Audit Committee of Pharming Group NV., and Basilea Pharmaceutica Ltd. Director AI Global Investments (Netherlands). |  | Member of the Board of Directors of Nykode Therapeutics ASA, IP Group plc, and hVIVO Ltd.

Zealand Pharma Board of Directors at February 20, 2025, continued

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|  | Frederik Barfoed Beck |  | Anneline Nansen |  | Adam Krisko Nygaard |  | Ludovic Tranholm Otterbein
Position |  | Employee-elected board member |  | Employee-elected board member |  | Employee-elected board member |  | Employee-elected board member
Year of birth |  | 1967 |  | 1969 |  | 1984 |  | 1973
Nationality |  | Danish |  | Danish |  | Hungarian |  | French
Gender |  | Male |  | Female |  | Male |  | Male
First elected |  | 2020 |  | 2021 |  | 2024 |  | 2024
Committee |  | None |  | None |  | None |  | None
Independent |  | No |  | No |  | No |  | No
Current positions |  | Associate Director, Contracts and Sourcing |  | Principal Scientist |  | Senior Statistical Programmer |  | Vice President, Head of IT
Zealand shares at December 31, 2024 |  | 4,722 |  | 1,375 |  | - |  | 416
Zealand warrants at December 31, 2024 |  | 4,187 |  | 6,980 |  | 1,459 |  | 3,457
Zealand RSUs at December 31, 2024 |  | 1,854 |  | 1,854 |  | 854 |  | 854
Change in ownership in 2024 |  | +300 |  | +1,125 |  | - |  | -

Zealand Pharma Board of Directors at February 20, 2025, continued

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|  | Adam Steensberg |  | Henriette Wennicke |  | Ivan Møller |  | Christina Sonnenborg Bredal
Position |  | Executive ManagementPresident and Chief Executive Officer |  | Executive Management Executive Vice President and Chief Financial Officer |  | Executive Vice President, Chief Operating Officer |  | Executive Vice President, Chief People Officer
Year of birth |  | 1974 |  | 1983 |  | 1972 |  | 1985
Nationality |  | Danish |  | Danish |  | American/Danish |  | Danish
Gender |  | Male |  | Female |  | Male |  | Female
Joined Zealand |  | 2010 |  | 2022 |  | 2018 |  | 2020
Experience |  | Adam has 20+ years of experience in both the private and public sectors, including: Chief Medical Officer at Zealand Pharma Medical Director at Novo Nordisk Clinician at Rigshospitalet |  | Henriette has 15+ years of experience from global, publicly listed companies, including: Vice President, Head of Investor Relations & Treasury at GN Store Nord Vice President, Head of Global Finance at GN Hearing Director, R&D Business Support at Novo Nordisk |  | Ivan has 25+ years of experience in Pharma and project management, including: Executive Vice President, Technical Development & Operations at Zealand Pharma Global Head, Operations Management at Novartis Vice President, Global Head, External Supply Organization at Novartis Project Leader at Boston Consulting Group Head of Production, PolyPeptide Laboratories A/S |  | Christina has 10+ years of experience in various legal and advisory areas, including: Senior Vice President, Head of People & Organization at Zealand Pharma Manager at PwC Legal Tax Manager and Senior Tax Consultant at EY People Advisory Services Trial Lawyer at Martinelli Advokatfirma

Zealand Pharma Corporate Management at February 20, 2025

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|  | David Kendall |  | Erix Cox
Position |  | Chief Medical Officer and Head of Research & Development |  | Executive Vice President, Chief Commercial Officer
Year of birth |  | 1961 |  | 1967
Nationality |  | American |  | American
Gender |  | Male |  | Male
Joined Zealand |  | 2020 |  | 2024
Experience |  | David has 35+ years of experience in clinical diabetes, research, and Pharma, including: Chief Medical Officer at MannKind Corporation Vice President, Medical Affairs and Distinguished Medical Fellow at Eli Lilly and Company Chief Scientific and Medical Officer for the American Diabetes Association Chief of Clinical Services and Medical Director at the International Diabetes Center Faculty at the University of Minnesota |  | Eric has 25+ years of commercial and business development experience in both large pharma and biotech, including: Vice President of Commercial including Business Development at Carmot Therapeutics (Roche) U.S. Commercial Franchise Leader, Diabetes, Heart Failure and Chronic Kidney Disease at AstraZeneca Global Franchise Leader, Rare Disease and Cardiovascular at Merck

1 Please refer to page 37 for an overview of shares, warrants, RSUs held by the employee-elected members of the Board of Directors and change in such holdings in 2024.

Corporate Management

Overview of shares, warrants, PSUs, RSUs, and change in 2024

| Zealand shares at December 31, 2024 | Zealand warrants at December 31, 2024 | Zealand PSUs at December 31, 2024 | Zealand RSUs at December 31, 2024 | Change in ownership in 2024
Adam Steensberg | 74,068 | 146,102 | 146,837 | 43,216 | 32,925
Henriette Wennicke | 10,873 | 14,038 | 33,760 | 16,025 | 7,441
David Kendall | 16,569 | 10,490 | 20,905 | 25,472 | 7,270
Ivan Møller | 46,864 | 66,137 | 49,715 | 9,998 | 1,436
Christina Sonnenborg Bredal | 12,810 | 31,761 | 30,346 | 6,381 | 6,076
Eric Cox | - | - | 4,102 | 4,102 | -

Board of Directors1

Overview of shares, warrants, RSUs, and change in 2024

| Zealand shares at December 31, 2024 | Zealand warrants at December 31, 2024 | Zealand RSUs at December 31, 2024 | Change in ownership in 2024
Martin Nicklasson | 21,236 | - | 9,605 | 2,666
Kirsten A, Drejer | 10,133 | - | 4,802 | 1,333
Jeffrey Berkowitz | 9,533 | - | 4,802 | 1,333
Bernadette Connaughton | 9,833 | - | 4,802 | 1,333
Leonard Kruimer | 17,464 | - | 5,802 | 2,133
Enrique Conterno | - | - | 2,135 | -
Elaine Sullivan | 136 | - | 2,135 | 136

Zealand Pharma Corporate Management at February 20, 2025, continued

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Internal controls and risk management

Zealand Pharma strives to conduct its operations in accordance with the highest ethical standards.

Zealand Pharma is a knowledge-intensive company, with a high focus on competencies and personal development. The management philosophy in Zealand Pharma is based on a high degree of trust in the company’s employees. Policies and operational processes are well described with regular reporting and controls. Operations are performed mainly within the parent company Zealand Pharma A/S in Søborg, Denmark. All main research and development operations are based at the site in Søborg. The company maintains a small workforce at Zealand Pharma U.S. Inc., the U.S. subsidiary, located in Boston, Massachusetts. Some of the company’s work is outsourced to various contract research, develop-ment, or manufacturing organizations.

Internal controls environment

Zealand Pharma has a number of internal control and risk management systems in place to ensure that its financial statements provide a true and fair view and comply with IFRS Accounting Standards as adopted by the EU and additional requirements under the Danish Financial Statements Act.

Zealand Pharma has several policies and procedures in key areas of financial reporting. The internal control and risk management systems are designed to mitigate, detect, and correct material misstatements rather than eliminate the risks identified in the financial reporting process.

Executive Management is responsible for implementing policies and procedures on a day-to-day basis. The Board has established an Audit Committee to advise the Board on related matters.

A review and prioritization of material accounting items is performed throughout the year. Items in the financial state-ments that are based on estimates or that are generated through complex processes carry a relatively higher risk of error. Zealand Pharma performs continual risk assessments to identify such items and assess their scope and related risks.

There are inherent limitations in the effectiveness of any internal control over financial reporting, including the possi-bility of human error and the circumvention or overriding of internal control. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. An effective internal control environment may become

inadequate in the future because of changes in conditions, or deterioration in the degree of compliance with the policies and procedures.

As of December 31, 2024, key risks and processes iden-tified have been documented and internal controls have been designed and implemented in the organization. Internal controls have been subject to management testing and assessment to ensure that risks are addressed and managed in a responsible and efficient manner. Results have been formally reported to Executive Management.

The Board has assessed that an internal audit function is not required at Zealand Pharma in view of the company’s legal structure and size.

Audit

Zealand Pharma's external auditors are appointed for a term of one year by the shareholders at the Annual General Meeting, based on the recommendation of the Board. Before such recommendation and in consultation with the Audit Committee and Executive Management, the Board assesses the independence, competencies, and other matters pertaining to the auditors.

The framework for the auditors’ duties, including their remu-neration, audit, and non-audit tasks, is agreed between the Audit Committee and the auditors, and endorsed by the Board.

Description of management reporting systems and internal control systems

Executive Management continually works on the design and effectiveness of its management reporting and internal

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control systems in order to enable it to monitor performance, strategy, operations, business environment, organization, procedures, funding, risk, and internal controls. While imple-mentation is ongoing, Executive Management is of the opinion that the reporting and internal controls are adequate to avoid material misstatements in the financial reporting.

The management reporting and internal control systems include the following reports:

Annual budget

Quarterly reports, including budget revisions in March, June, and September

Financial performance and cash position

Comparison of budgeted and actual performance

Analysis of cash flows

Project management and cost control and regular project reporting and follow-up

Summaries of project management key performance indicators

Controls on purchase and maintenance of assets

Review of potential claims and litigation

Review and updating of contracts and collaboration agree-ments to ensure that all commitments and liabilities are recognized as well as all income to which Zealand Pharma is entitled

In addition to the abovementioned reports, the internal control system includes a number of detailed policies and procedures, including:

Treasury policy guiding investment of liquid assets

Schedule of authorization guiding the sign-off of expenses and investments

Employee manual providing guidance on policies, rules, and procedures associated with employment at Zealand Pharma

Zealand Pharma also undertakes controls to ensure the completeness and accuracy of accounting records. Such controls are prepared, reviewed, tested, and documented in an online controls tool.

Zealand Pharma’s Executive Management considers that the above high-level and detailed controls contribute to more effective financial reporting procedures.

Control environment/accounting

Incoming invoices are approved electronically. An approval hierarchy ensures that invoices are approved by the appro-priate persons in accordance with Zealand Pharma's Schedule of Authorization. Payment proposals are approved through online banking and require two staff members to complete the transaction. No changes to vendors' banking details can be performed without approval.

Risk assessment

As part of the risk assessment process, a review and prior-itization of key risks and material accounting items has been performed. These risks have been analyzed with relevant controls described.

The areas deemed to have a moderate to high-risk profile are:

Revenue recognition and share-based compensation, which involve a degree of judgement and estimation with a risk profile assessed to be moderate

Counterparty risk for liquid assets

Risk of fraud

It is Executive Management’s view that the current controls are adequately reducing the risk of significant errors in the financial statements.

The end-of-period process

In addition to controls of individual accounting items, it is important to maintain a high level of control over the different steps involved in transforming raw accounting data into final quarterly or annual reports.

The quarterly and year-end processes involve detailed docu-mentation of each balance sheet item as well as documenta-tion supporting all notes to the accounts.

Executive Management reviews the accounting policies used and assesses the need for any new accounting policies. Any items where estimates and/or judgements influence the accounts are discussed with the Audit Committee and are described in note 1.3 in the Annual Report.

IT

In addition to the controls performed by Management, Zealand Pharma’s IT department has policies in place covering data governance, use of IT, and information secu-rity. IT is leveraging an external Security Operation Center (SOC) provider for Monitoring Detection Response (MDR) and Incident Response (IR). An employee cyber security training program is also implemented. IT continues to invest in infra-structure and network hardening.

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Risk and risk mitigation

We constantly monitor and assess the overall risk of doing business in the drug development industry and the particular risks associated with our current activities and corporate profile.

Zealand Pharma’s Corporate Management is responsible for implementing adequate systems and policies in relation to risk management and internal control and for assessing the overall and specific risks associated with Zealand Pharma’s business and operations. Furthermore, Zealand Pharma’s Corporate Management seeks to ensure that such risks are managed optimally and in a responsible and efficient manner.

Doing business in the drug development industry involves major financial risks. The development period for novel medi-cines takes several years; costs are high, and the probability of reaching the market is relatively low due to developmental and regulatory hurdles.

Risks of particular importance to Zealand Pharma are scien-tific and development risks, commercial risks, intellectual property risks, clinical trial risks, regulatory risks, partner interest risks, financial risks, and risks relating to finan-cial reporting. Risk and mitigation plans are monitored by Corporate Management, and the continuous risk assessment is an integral part of the yearly reporting to the Board. In

addition to these, each project team has a risk identification and mitigation assessment using a standard internal matrix that is used across the company. This is used by each project team to ensure that there is a consistent approach to risk and that appropriate risks are identified. This is updated during the lifetime of any project.

On the following pages we have summarized Zealand Pharma’s key risk areas and how we attempt to address and mitigate such risks.

Kamal works in Medical Affairs

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Zealand Pharma risks and mitigations

Product pipeline

Risk

Research and development activities for new pharmaceutical product candidates are costly and require lengthy clinical trials, which, by nature, are uncertain and associated with high risk of failure. Adverse events in clinical trials or failure to satisfactorily demonstrate safety and efficacy of product candidates to regulatory authorities could lead to delays in completing clinical trials, additional costs to Zealand Pharma, or ultimately failure to progress the product candidates towards the market.

Mitigation

Our clinical project teams work closely with external expert clinicians and product devel-opment experts within the industry to design, set up, and conduct the clinical programs. Our employees have been selected due to their extensive experience within their field of expertise and receive training on a contin-uous basis to develop and fulfill requirements. We also engage in meetings with regulatory authorities to ensure that there is alignment on the regulatory strategy and trial requirements.

Partnerships

Risk

Zealand Pharma has a business model that is dependent on partnerships in development, manufacturing, and commercialization. Quality or supply issues at key third-party manufac-turers may lead to regulatory delays or impact clinical or commercial supply. Failure to secure or manage future commercialization partner-ships may result in loss of product value and negatively impact access for patients.

Mitigation

Suppliers are regularly audited to ensure proper quality. To maximize the value of all partnerships, we strive to foster a close and open dialogue with our partners, thereby building strong partnerships that work effectively.

Workforce and management

Risk

Zealand Pharma’s ability to attract and retain highly skilled and talented employees is key to our success and future growth. Loss of key employees may lead to delays in the develop-ment of Zealand Pharma’s product candidates, loss of important know-how, and impact the company’s culture.

Mitigation

Zealand Pharma strives to be an enriching, inspiring, and great place to work. Throughout our 26-year history, we have built a unique company culture. Engagement surveys show high engagement (8.8/10) and a high sense of purpose for all employees. Peer and pay reviews are performed regularly and we invest in training, development, and active culture management to ensure a continued good working environment.

Finance and macroeconomics

Risk

Exposure to macroeconomic risks related to interest rates as well as volatility and insta-bility in the financial markets could potentially lead to Zealand Pharma’s inability to secure financing.

Mitigation

Zealand Pharma’s cash position following the capital raises in 2024 makes the company less vulnerable to financial instability. As stipulated in our treasury policy, we work diligently to secure a healthy balance sheet by managing our cash, investments, and debt while also hedging our exposure to, for example, exchange rate risk.

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Zealand Pharma risks and mitigations, continued

IT security

Risk

Cyberattacks may lead to theft or leakage of patient data, personal employee data, intellec-tual property, and confidential business data, potentially impacting Zealand Pharma’s oper-ations and reputation, resulting in fines from authorities or financial losses.

Mitigation

We employ qualified IT professionals, including dedicated specialists, who use external assis-tance from qualified vendors to provide advice on cybersecurity and systems security where relevant. All members of staff are trained in IT security and our IT systems use multi-authen-tication systems as appropriate to reduce the risk of unauthorized entry into the systems. Our company has appropriate protection systems from viruses and malware. The most sensitive data is encrypted and subject to restricted internal use.

Climate and geopolitical environment

Risk

Climate or geopolitical events may impact Zealand Pharma’s or a partner’s business operations due to supply issues. Trial recruit-ment could be delayed due to geopolitical issues or global health crises as seen during the COVID-19 pandemic. Increased regulatory requirements and public sentiment will require Zealand Pharma to manage its carbon foot-print. Inability to do so could lead to compli-ance issues and investor dissatisfaction.

Mitigation

Zealand Pharma’s direct environmental foot-print is considered relatively low, mainly due to the outsourcing of investigational medicinal product to third-party manufacturers. When selecting and evaluating contract manufac-turing organizations, we have included envi-ronmental criteria as part of our Supplier Code of Conduct to ensure standards are met and climate footprint is minimized. We have launched an ESG strategy and, among other things, estimated a CO2baseline while setting proper decarbonization targets.

Legal, patent, and compliance risk

Risk

If we or our partners were to face infringe-ment claims or challenges by third parties, an adverse outcome could subject us or our partners to significant liabilities to such third parties or lead to the withdrawal of our prod-ucts or product candidates. This could lead us or our partners to curtail or cease the devel-opment of some or all of their drug product candidates or cause our partners to seek legal or contractual remedies against us, potentially involving a reduction in the royalties due to us.

Mitigation

Our patent department works closely with external patent counsels and partners’ patent counsels to minimize the risk of patent infringement claims as well as to prepare any patent defense should this be necessary. Our employees receive training and updates on policies regarding the correct and lawful management of internal and external intellec-tual property.

Regulatory environment

Risk

The regulatory approval processes of the U.S. Food and Drug Administration (U.S. FDA), the European Medicines Agency (EMA), and other regulatory authorities can be lengthy and inherently unpredictable. If we or our collaboration partners are ultimately unable to obtain regulatory approval for internal or out-licensed product candidates, our business could be substantially harmed.

Mitigation

Our regulatory department works closely with external consultants and regulatory agents to develop regulatory strategies. We also engage in meetings with regulatory authorities to ensure that there is alignment on the regula-tory strategy and trial requirements.

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Shareholder information

We are listed on Nasdaq Copenhagen under the ticker symbol ZEAL.

Core share data

Denmark

Number of shares at Dec. 31, 2024

71,023,871

Listing

Nasdaq Copenhagen

Ticker symbol

ZEAL

Index memberships

OMXCopenhagen25

STOXX Europe 600

Change in number of shareholders during 2024

The number of registered shareholders in Zealand Pharma increased to 49,575 at December 31, 2024, from 36,798 at December 31, 2023.

Ownership

The following shareholders are registered in Zealand Pharma’s register of shareholders as being the owners of a minimum of 5% of the voting rights or a minimum of 5% of the share capital (one share equals one vote) at February 20, 2025:

Van Herk Investments, Netherlands (9.68% of votes/9.68% of capital)

The Capital Group Companies, Inc., United States (6.20% of votes/6.20% of capital)

Avoro Capital Advisors, LLC, United States (5.62% of votes/5.62% of capital)

Note to U.S. investors

Zealand Pharma may become a passive foreign investment company (PFIC) which could result in U.S. federal income tax consequences to U.S. investors.

At December 31, 2024, the nominal value of our share capital was DKK 71,023,871, divided into 71,023,871 shares with a nominal value of DKK 1 each.

In 2024, the share capital increased by a nominal value of DKK 12.3 million from a directed issue and private placement (DKK 3.76 million), an equity offering (DKK 8.35 million), and exercise of employee warrants (DKK 0.16 million). All Zealand shares are ordinary shares and belong to one class. Each share listed by name in Zealand’s shareholder register represents one vote at the Annual General Meeting and other shareholders’ meetings.

Institutional shareholders by geography in 2024 and (2023)

%

Based on Nasdaq Corporate Solutions aggregated data per December 2024 and December 2023.

United States

Denmark

United Kingdom

Rest of Europe

Rest of World

3 (1)

26 (40)

41 (25)

8 (12)

22 (22)

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Financial Calendar 2025

Date

Event

March 27

Annual General Meeting

May 8

Q1 Earnings Release / Interim Report First Quarter 2025

August 14

H1 Earnings Release / Interim Report First Half 2025

November 13

Q3 Earnings Release / Interim Report Third Quarter 2025

All dates are subject to NASDAQ deadlines and reporting require- ments and may be subject to change

Analyst coverage

Zealand Pharma is followed by the financial institutions and analysts listed below:

Institution

Analyst

Bank of America

Charlie Haywood

Berenberg

Kerry Holford

BTIG

Julian Harrison

Cantor Fitzgerald

Prakhar Agrawal

Carnegie

Jesper Ilsøe

Deutsche Bank AG

Emmanuel Papadakis

DNB

Rune Majlund Dahl

Goldman Sachs & Co.

Rajan Sharma

Jefferies

Lucy Codrington

J.P.Morgan

James Gordon

KBC Securities

Jacob Mekhael

Morgan Stanley

Laura Hindley

Nordea

Michael Novod

SEB

Thomas Bowers

Van Lanschot Kempen

Suzanne van Voorthuizen

Share price performance in 2024

Index, January, 1, 2024 = 100

Share price performance

The price of Zealand Pharma ’s shares increased by 91.7% during 2024 with a market closing share price at year-end of DKK 715.5, compared to DKK 373.2 at year-end 2023.

Annual General Meeting

The Annual General Meeting is scheduled to be held electronically and in-person on Thursday, March 27, 2025 at 3:00 PM CET. Additional information will become available at https://www.zealandpharma.com/ investors/annual-general-meeting/ no later than 3 weeks before the Annual General Meeting.

Nasdaq Biotechnology Index (NBI) Zealand Pharma

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Annex: Recommendations on Corporate Governance

For the financial year of 2024, Zealand Pharma is subject to the Recommendations for Good Corporate Governance from 2 December 2020, which are available on the Committee on Corporate Governance's website https://corporategovern-ance.dk/.

The following table indicates whether Zealand Pharma complies with the recommendations of the Committee on Corporate Governance. In line with the ‘comply or explain’ principle, Zealand Pharma has provided explanations if recommendations are not fully complied with.

Zealand Pharma complies with the Recommendations on Corporate Governance in all material respects, with notes on those areas where it has chosen to depart from those recommendations set out below. Zealand Pharma has chosen to depart or had provided explanations in respect of the following areas of the Recommendations:

2.1.1. The Committee recommends that the board of directors, in support of the company’s statutory objects according to its articles of association and the long-term value creation, considers the company’s purpose and ensures and promotes a good culture and sound values in the company. The company should provide an account thereof in the manage-ment commentary and/or on the company's website.

This corporate governance statement has been approved by the Board of Directors on February 20, 2025

Complies

Not compliant

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Recommendation |  | The company complies |  | The company explains
|  |  |  | Why |  | How
1. Interaction with the company’s shareholders, investors, and other stakeholders |  |  |  |  |  |
1.1. Communication with the company’s shareholders, investors, and other stakeholders |  |  |  |  |  |
1.1.1. The Committee recommendsthat the management, through ongoing dialogue and interaction, ensures that share-holders, investors, and other stakeholders gain the relevant insight into the company's affairs, and that the board of directors obtains the possibility of hearing and including their views in its work. |  |  |  |  |  |
1.1.2. The Committee recommendsthat the company adopts policies on the company’s relationships with its shareholders, investors, and, if relevant, other stakeholders in order to ensure that the various interests are included in the company’s considerations and that such policies are made available on the company’s website. |  |  |  |  |  |
1.1.3. The Committee recommends that the company publishes quarterly reports. |  |  |  |  |  |
1.2. The general meeting |  |  |  |  |  |
1.2.1. The Committee recommends that the board of directors organizes the company’s general meeting in a manner that allows shareholders, who are unable to attend the meeting in person or are represented by proxy at the general meeting, to vote and raise questions to the management prior to or at the general meeting. The Committee recommends that the board of directors ensures that shareholders can observe the general meeting via webcast or other digital transmission. |  |  |  |  |  |
1.2.2. The Committee recommendsthat proxies and postal votes to be used at the general meeting enable the shareholders to consider each individual item on the agenda. |  |  |  |  |  |
1.3. Takeover bids |  |  |  |  |  |
1.3.1.The Committee recommendsthat the company has a procedure in place in the event of takeover bids, containing a “road map” covering matters for the board of directors to consider in the event of a takeover bid, or if the board of directors obtains reasonable grounds to suspect that a takeover bid may be submitted. In addition, it is recommended that it appears from the procedure that the board of directors abstains from countering any takeover bids by taking actions that seek to prevent the shareholders from deciding on the takeover bid, without the approval of the general meeting. |  |  |  |  |  |

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Recommendation |  | The company complies |  | The company explains
|  |  |  | Why |  | How
1.4. Corporate Social Responsibility |  |  |  |  |  |
1.4.1. The Committee recommendsthat the board of directors adopts a policy for the company’s corporate social responsi-bility, including social responsibility and sustainability, and that the policy is available in the management commentary and/or on the company’s website. The Committee recommends that the board of directors ensures compliance with the policy. |  |  |  |  |  |
1.4.2. The Committee recommendsthat the board of directors adopts a tax policy to be made available on the company’s website. |  |  |  |  |  |
2. The duties and responsibilities of the board of directors |  |  |  |  |  |
2.1. Overall tasks and responsibilities |  |  |  |  |  |
2.1.1. The Committee recommendsthat the board of directors in support of the company’s statutory objects according to its articles of association and the long-term value creation considers the company’s purpose and ensures and promotes a good culture and sound values in the company. The company should provide an account thereof in the management commentary and/or on the company's website. |  |  |  | The company has a formal staff engagement survey that is provided to the Board every year. |  | The company will work with advisors to work on addi-tional areas to develop this new requirement.
2.1.2. The Committee recommendsthat the board of directors at least once a year discusses and on a regular basis follows up on the company’s overall strategic targets in order to ensure the value creation in the company. |  |  |  |  |  |

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Recommendation |  | The company complies |  | The company explains
|  |  |  | Why |  | How
2.1.3.The Committee recommendsthat the board of directors on a continuous basis takes steps to examine whether the company’s share and capital structure supports the strategy and the long-term value creation in the interest of the company as well as the shareholders. The Committee recommends that the company gives an account thereof in the management commentary. |  |  |  |  |  |
2.1.4. The Committee recommendsthat the board of directors prepares and on an annual basis reviews guidelines for the executive management, including requirements in respect of the reporting to the board of directors. |  |  |  |  |  |
2.2. Members of the board of directors |  |  |  |  |  |
2.2.1. The Committee recommendsthat the board of directors, in addition to a chairperson, appoints a vice chairperson, who can step in if the chairperson is absent and who can generally act as the chairperson’s close sparring partner. |  |  |  |  |  |
2.2.2. The Committee recommendsthat the chairperson in cooperation with the individual members of the board of directors ensures that the members update and supplement their knowledge of relevant matters, and that the members’ special knowl-edge and qualifications are applied in the best possible manner. |  |  |  |  |  |
2.2.3. The Committee recommendsthat if the board of directors, in exceptional cases, requests a member of the board of directors to take on special duties for the company, for instance, for a short period to take part in the daily management of the company, the board of directors should approve this in order to ensure that the board of directors maintains its independent overall management and control function. It is recommended that the company publishes any decision on allowing a member of the board of directors to take part in the daily management, including the expected duration thereof. |  |  |  |  |  |
3. The composition, organization, and evaluation of the board of directors |  |  |  |  |  |
3.1. Composition |  |  |  |  |  |
3.1.1. The Committee recommendsthat the board of directors on an annual basis reviews and in the management commentary and/or on the company’s website states which qualifications the board of directors should possess, collectively and individually, in order to perform its duties in the best possible manner, and the composition of and diversity on the board of directors. |  |  |  |  |  |

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Recommendation |  | The company complies |  | The company explains
|  |  |  | Why |  | How
3.1.2. The Committee recommendsthat the board of directors on an annual basis discusses the company’s activities in order to ensure relevant diversity at the different management levels of the company and adopts a diversity policy, which is included in the management commentary and/or available on the company's website. |  |  |  |  |  |
3.1.3. The Committee recommendsthat candidates for the board of directors are recruited based on a thorough process approved by the board of directors. The Committee recommends that in assessing candidates for the board of directors – in addition to individual competencies and qualifications – the need for continuity, renewal, and diversity is also considered. |  |  |  |  |  |
3.1.4.The Committee recommendsthat the notice convening general meetings, where election of members to the board of directors is on the agenda - in addition to the statutory items - also includes a description of the proposed candidates’ qualifications, other managerial duties in commercial undertakings, including board committees, demanding organizational assignments and independence. |  |  |  |  |  |
3.1.5. The Committee recommendsthat members to the board of directors elected by the general meeting stand for election every year at the annual general meeting, and that the members are nominated and elected individually. |  |  |  |  |  |

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Recommendation |  | The company complies |  | The company explains
|  |  |  | Why |  | How
3.2. The board of director’s independence |  |  |  |  |  |
3.2.1.The Committee recommendsthat at least half of the members of the board of directors elected in general meeting are independent in order for the board of directors to be able to act independently avoiding conflicts of interests. In order to be independent, the member in question may not: be or within the past five years have been a member of the executive management or an executive employee in the company, a subsidiary or a group company, within the past five years have received large emoluments from the company/group, a subsidiary, or a group company in another capacity than as member of the board of directors, represent or be associated with a controlling shareholder, within the past year have had a business relationship (e.g. personally or indirectly as a partner or an employee, shareholder, customer, supplier, or member of a governing body in companies with similar relations) with the company, a subsidiary, or a group company, which is significant for the company and/or the business relationship, be or within the past three years have been employed with or a partner in the same company as the company’s auditor elected in general meeting, be a CEO in a company with cross-memberships in the company’s management, have been a member of the board of directors for more than twelve years, or be closely related to persons, who are not independent, cf. the above-stated criteria. Even if a member of the board of directors does not fall within the above-stated criteria, the board of directors may for other reasons decide that the member in question is not independent. |  |  |  |  |  |
3.2.2.The Committee recommendsthat members of the executive management are not members of the board of directors and that members retiring from the executive management does not join the board of directors immediately thereafter. |  |  |  |  |  |

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Recommendation |  | The company complies |  | The company explains
|  |  |  | Why |  | How
3.3. Members of the board of directors and the number of other managerial duties |  |  |  |  |  |
3.3.1. The Committee recommendsthat the board of directors and each of the members on the board of directors, in connec-tion with the annual evaluation, cf. recommendation 3.5.1., assesses how much time is required to perform the board duties. The aim is for the individual member of the board of directors not to take on more managerial duties than the board member in question is able to perform in a satisfactory manner. |  |  |  |  |  |
3.3.2.The Committee recommendsthat the management commentary, in addition to the statutory requirements, contains the following information on the individual members of the board of directors: position, age, and gender, competencies and qualifications relevant to the company, independence, year of joining the board of directors, year of expiry of the current election period, participation in meetings of the board of directors and committee meetings, managerial duties in other commercial undertakings, including board committees, and demanding organizational assign-ments, and the number of shares, options, warrants, etc. that the member holds in the company and its group companies and any changes in such holdings during the financial year. |  |  |  |  |  |
3.4. Board committees |  |  |  |  |  |
3.4.1.The Committee recommendsthat that the management describes in the management commentary: the board committees’ most significant activities and number of meetings in the past year, and the members on the individual board committees, including the chairperson and the independence of the members of the committee in question. In addition, it is recommended that the board committees’ terms of reference are published on the company’s website. |  |  |  |  |  |
3.4.2.The Committee recommendsthat board committees solely consist of members of the board of directors and that the majority of the members of the board committees are independent. |  |  |  |  |  |

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Recommendation |  | The company complies |  | The company explains
|  |  |  | Why |  | How
3.4.3. The Committee recommendsthat the board of directors establishes an audit committee and appoints a chairperson of the audit committee, who is not the chairperson of the board of directors. The Committee recommends that the audit committee, in addition to its statutory duties, assists the board of directors in: supervising the correctness of the published financial information, including accounting practices in significant areas, signifi-cant accounting estimates and related party transactions, reviewing internal control and risk areas in order to ensure management of significant risks, including in relation to the announced financial outlook, assessing the need for internal audit, performing the evaluation of the auditor elected by the general meeting, reviewing the auditor fee for the auditor elected by the general meeting, supervising the scope of the non-audit services performed by the auditor elected by the general meeting, and ensuring regular interaction between the auditor elected by the general meeting and the board of directors, for instance, that the board of directors and the audit committee at least once a year meet with the auditor without the executive management being present. If the board of directors, based on a recommendation from the audit committee, decides to set up an internal audit function, the audit committee must: prepare terms of reference and recommendations on the nomination, employment, and dismissal of the head of the internal audit function and on the budget for the department, ensure that the internal audit function has sufficient resources and competencies to perform its role, and supervise the executive management’s follow-up on the conclusions and recommendations of the internal audit function. |  |  |  |  |  |

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Recommendation |  | The company complies |  | The company explains
|  |  |  | Why |  | How
3.4.4.The Committee recommendsthat the board of directors establishes a nomination committee to perform at least the following preparatory tasks: describing the required qualifications for a given member of the board of directors and the executive management, the esti-mated time required for performing the duties of this member of the board of directors, and the competencies, knowledge, and experience that is or should be represented in the two management bodies, on an annual basis evaluating the board of directors and the executive management’s structure, size, composition, and results and preparing recommendations for the board of directors for any changes, in cooperation with the chairperson handling the annual evaluation of the board of directors and assessing the individual management members’ competencies, knowledge, experience, and succession as well as reporting on it to the board of directors, handling the recruitment of new members to the board of directors and the executive management and nominating candi-dates for the board of directors' approval, ensuring that a succession plan for the executive management is in place, supervising executive managements’ policy for the engagement of executive employees, and supervising the preparation of a diversity policy for the board of directors’ approval. |  |  |  |  |  |
3.4.5.The Committee recommendsthat the board of directors establishes a remuneration committee to perform at least the following preparatory tasks: preparing a draft remuneration policy for the board of directors’ approval prior to the presentation at the general meeting, providing a proposal to the board of directors on the remuneration of the members of the executive management, providing a proposal to the board of directors on the remuneration of the board of directors prior to the presentation at the general meeting, ensuring that the management’s actual remuneration complies with the company’s remuneration policy and the evaluation of the individual member’s performance, and assisting in the preparation of the annual remuneration report for the board of directors’ approval prior to the presentation for the general meeting's advisory vote. |  |  |  |  |  |

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Recommendation |  | The company complies |  | The company explains
|  |  |  | Why |  | How
3.5. Evaluation of the board of directors and the executive management |  |  |  |  |  |
3.5.1.The Committee recommendsthat the board of directors once a year evaluates the board of directors and at least every three years engages external assistance in the evaluation. The Committee recommends that the evaluation focuses on the recommendations on the board of directors’ work, efficiency, composition, and organization, cf. recommendations 3.1.-3.4. above, and that the evaluation as a minimum always includes the following topics: the composition of the board of directors with focus on competencies and diversity the board of directors and the individual member’s contribution and results, the cooperation on the board of directors and between the board of directors and the executive management, the chairperson’s leadership of the board of directors, the committee structure and the work in the committees, the organization of the work of the board of directors and the quality of the material provided to the board of directors, and the board members’ preparation for and active participation in the meetings of the board of directors. |  |  |  |  |  |
3.5.2.The Committee recommendsthat the entire board of directors discusses the result of the evaluation of the board of directors and that the procedure for the evaluation and the general conclusions of the evaluation are described in the manage-ment commentary, on the company’s website, and at the company’s general meeting. |  |  |  |  |  |
3.5.3.The Committee recommendsthat the board of directors at least once a year evaluates the work and results of the executive management according to pre-established criteria, and that the chairperson reviews the evaluation together with the executive management. In addition, the board of directors should on a continuous basis assess the need for changes in the structure and composition of the executive management, including in respect of diversity, succession planning, and risks, in light of the company’s strategy. |  |  |  |  |  |

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Recommendation |  | The company complies |  | The company explains
|  |  |  | Why |  | How
4. Remuneration of management |  |  |  |  |  |
4.1. Remuneration of the board of directors and the executive management |  |  |  |  |  |
4.1.1.The Committee recommendsthat the remuneration for the board of directors and the executive management and the other terms of employment/service is considered competitive and consistent with the company's long-term shareholder interests. |  |  |  |  |  |
4.1.2.The Committee recommendsthat share-based incentive schemes are evolving, i.e., that they are periodically granted, and that they primarily consist of long-term schemes with a vesting or maturity period of at least three years. |  |  |  |  |  |
4.1.3. The Committee recommendsthat the variable part of the remuneration has a cap at the time of grant, and that there is transparency in respect of the potential value at the time of exercise under pessimistic, expected, and optimistic scenarios. |  |  |  |  |  |
4.1.4.The Committee recommendsthat the overall value of the remuneration for the notice period, including severance payment, in connection with a member of the executive management’s departure, does not exceed two years’ remuneration including all remuneration elements. |  |  |  |  |  |
4.1.5. The Committee recommendsthat members of the board of directors are not remunerated with share options and warrants. |  |  |  |  |  |
4.1.6. The Committee recommendsthat the company has the option to reclaim, in whole or in part, variable remuneration from the board of directors and the executive management if the remuneration granted, earned, or paid was based on infor-mation, which subsequently proves to be incorrect, or if the recipient acted in bad faith in respect of other matters, which implied payment of a too large variable remuneration. |  |  |  |  |  |

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Recommendation |  | The company complies |  | The company explains
|  |  |  | Why |  | How
5. Risk management |  |  |  |  |  |
5.1. Identification of risks and openness in respect of additional information |  |  |  |  |  |
5.1.1.The Committee recommendsthat the board of directors based on the company's strategy and business model considers, for instance, the most significant strategic, business, accounting, and liquidity risks. The company should in the management commentary give an account of these risks and the company’s risk management. |  |  |  |  |  |
5.1.2. The Committee recommendsthat the board of directors establishes a whistleblower scheme, giving the employees and other stakeholders the opportunity to report serious violations or suspicion thereof in an expedient and confidential manner, and that a procedure is in place for handling such whistleblower cases. |  |  |  |  |  |

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60 Letter from the Corporate Management team

63 General information

76 Environment

83 Social

102 Governance

108 ESG data and accounting policies

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A defining year for sustainability

2024 was a truly transformative year for Zealand Pharma as a business. And, with the launch of our first dedicated sustainability strategy, it was also a defining one.

A word from our CEO and our Corporate management team

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Contents

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Sustainability

Thorough environmental management, a commitment to our employees and the patients we seek to serve, as well as ethical and responsible business conduct have always been integrated into our way of working, but 2024 marks a paradigm shift with the launch of our first dedicated sustain-ability strategy. With this, we substantially increase our efforts to operate responsibly, build a sustainable organization, and push for a positive societal development.

Our environmental commitment

In 2024, we calculated our Greenhouse Gas emissions for the first time. We also developed a Climate Change Transition Plan to outline our reduction possibilities and ensure that our activities are in line with limiting global warming to 1.5 °C in accord-ance with the Paris Agreement. As a rapidly growing company, this can be challenging, but we remain dedicated to transitioning our company and working together with our busi-ness partners to mitigate climate change.

Building a sustainable organization

In 2024, we achieved notable organizational growth, expanding our number of employees by 82, an increase of 30% compared to 2023. Such growth is a challenge for any company. Therefore, we are humbled that we were able to maintain our high employee engagement score from employee surveys during the

year and achieve an even lower employee turnover than in 2023. We believe this is a testament to our unique and strong company culture, and we are incredibly proud that we can maintain our ‘DNA’ in this transformation.

Focusing on the needs of patients

Our purpose is to change lives with next-gen-eration peptide therapeutics, and patients are at the center of everything we do. We are focused on developing new and better medi-cations for the many people globally living with obesity, one of the greatest healthcare challenges we face as a society. At the same time, we have a long-standing commitment to patients living with certain rare diseases. In 2024, we significantly advanced our pipe-line of differentiated product candidates in obesity and inflammation. With our two rare disease programs for short bowel syndrome and congenital hyperinsulinism, respectively, we faced regulatory hurdles but remain committed to bringing these potential best-in-class innovative medicines to patients in need as quickly as possible.

Fostering solid governance and ethical business practices

Integral to everything we do is being a trusted business partner and conducting business in an ethical and responsible way. However, our business is also changing, and so is the world around us. Our focus in 2024

has nevertheless been to maintain our high ethical and compliance standards, while at the same time developing new, scalable processes and procedures. We have also worked to further integrate sustainability matters into our decision-making and due diligence processes, and we look forward to continuing this work in 2025 and beyond.

A look to the future

We look toward the future with enthusiasm, confidence, and dedication. We are enthu-siastic about our growth prospects and the opportunity to leave a positive impact on society. We have confidence in our innovative pipeline of investigational product candidates and their ability to change lives for the better. At the same time, we remain fully dedicated to building a sustainable organization and serving our patients and clinical trial partici-pants in a sustainable way.

On behalf of the Corporate Management team

Adam Steensberg

President and Chief Executive Officer

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Sustainability highlights

With the launch of our first dedicated sustainability strategy, 2024 was a defining year for our work with sustainability. Our strategy has three main focus areas - our patients, our people and our operations. Each pillar includes several sustainability topics, sets the basis for our efforts, and constitutes the frame of our sustainability reporting.

Our patients

We leverage innovation to advance the health and wellbeing of patients

84%

employees (FTEs) working with R&D

23

active trials with Zealand Pharma products

Our people

We foster an engaging and enriching workplace for our people

30%

increase of employees from 2023

8.8

of 10 in employeeengagement score

Our operations

We take responsibility for the impact of our operations

267,000

tCO2e emissions

99%

of emissions coming from scope 3

Launched Climate Change transition plan

0

cases or fines in relation to corruption or bribery

Find all our sustainability data and accounting policies on pages 108 - 115

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Sustainability

Financial statements

Contents

The big picture

Our business

Corporate Governance

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64 Sustainability governance and accountability

66 Statement on due diligence

67 Strategy, business model, and value chain

69 Double materiality assessment and material topics

General information

Disclaimer

While Zealand Pharma is not legally required to report according to the Corporate Sustainability Reporting Directive (CSRD) and the European Sustainability Reporting Standards (ESRS) before the financial year of 2025, the following report will follow the structure and include some key dimensionsof the CSRD and ESRS. Thus, the following is to be considered as a voluntary reporting, not a legally required “Sustainability statement”. This Sustainability report fulfils Zealand Pharma’s current legal requirements regarding Corporate Social Responsibility cf. section 99a of the Financial Statements Act

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Contents

The big picture

Our business

Corporate Governance

Financial statements

Sustainability

Board of Directors

Audit Committee

Corporate Management

Sustainability Steering Committee

Sustainability Team

People & Organization

Operations

Commercial

Finance

Research & Development

Legal

Sustainability governance structure

Sustainability governance and accountability

Zealand Pharma’s purpose is to change lives with next-generation peptide therapeutics, and working to improve society is at the core of everything we do.

We strive to run a sustainable business. Sustainability and all sustainability-related matters are owned at the top of the organization and worked with throughout Zealand Pharma.

The Board of Directors sets the overall Corporate Strategy for Zealand Pharma as well as our Sustainability Strategy, while the Audit Committee oversees reporting, ESG policies, governance, and Zealand Pharma’s ongoing efforts to manage sustainability-related impacts, risks, and opportunities.

For more information about the composition and diversity of Zealand Pharma’s Board of Directors and Audit Committee, we refer to page 35 of our Corporate Governance section.

General information

Sustainability

Financial statements

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Our business

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In Corporate Management, sustainability is the responsibility of our Chief Financial Officer and our Chief People Officer. Our Sustainability Steering Committee is constituted by our Chief Financial Officer, Chief People Officer, Chief Operating Officer, and General Counsel, and is responsible for executing our sustainability strategy, ensuring that sustainability is embedded in the organization, as well as assuring legal compliance. Furthermore, any targets relating to sustainability impacts, risks, and opportunities are ultimately approved by the Sustainability Steering Committee.

The daily work with sustainability is led by our sustainability team. Different departments within Zealand Pharma have sustainability owners who ensure that sustainability is integrated into the operations of their departments.

Information provided to and sustainability matters addressed by the undertaking’s administrative, management, and supervisory bodies

To identify which sustainability topics were material to Zealand Pharma, we have conducted a double materiality assessment (DMA) (see page 69 for additional details).

The double materiality assessment was conducted with assistance from a third party. The Sustainability Steering Committee was deeply engaged in the process by defining the objectives, supervising the process, rating different impacts, risks and opportunities, and validating the materiality of different sustainability topics. The Board of Directors ultimately approved the double materiality assessment and the following sustainability and reporting strategy.

During 2024, the Board of Directors, through the Audit committee, supervised the progress of the sustainability and reporting strategy, and the progress on working with the identified sustainability topics.

During 2025, the Sustainability Steering Committee will receive monthly updates from Zealand Pharma’s Head of Sustainability on the implementation of due diligence in the organization, progress on different sustainability topics, and the policies, actions, targets, and metrics to address them. The Audit Committee will supervise the progress quarterly.

Integration of sustainability-related performance into incentive schemes

Since 2022, sustainability goals have been integrated in Zealand Pharma’s overall Company Goals, which are linked to our performance-based bonus schemes. All employees in Zealand Pharma, including Corporate Management, thus have sustainability goals integrated into their bonus. Sustainability-related goals account for 10% of the total bonus.

In 2024, the Sustainability Goals were to develop and launch a dedicated sustainability strategy, establish a solid governance around sustainability, build a reporting frame-work to ensure readiness with the Corporate Sustainability Reporting Directive (CSRD), and ensure a high response rate in our employee engagement survey. All goals were successfully achieved.

For 2025, we have significantly increased our ambition. In 2025, our goal is to launch a Climate Transition Plan in line with the goals of the Paris Agreement, establish near- and long-term targets, and reach the ones set for Zealand Pharma in 2025. Furthermore, we aim to ensure a high response rate in our employee engagement survey, continue our contribution to the scientific community with scien-tific communications, integrate the OECD Due Diligence Guidance for Responsible Business Conduct, and ensure quality and progress on our CSRD reporting for 2025.

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Our business

Corporate Governance

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Statement on due diligence

General information

Our core strength as a company lies in therapeutic peptide design and development. Our strategy is to pursue global development and commercialization partnerships that complement and extend our capabilities to deliver new therapies to patients with unmet medical needs.

Having proper due diligence processes is essential to identifying key sustainability matters. It is also vital to ensuring that sustainability-related impacts, risks, and oppor-tunities are addressed across our value chain.

In our double materiality assessment, we made a deep anal-ysis of key sustainability topics for Zealand Pharma. We engaged directly with external stakeholders in our value chain to identify relevant matters to ensure that our subsequent sustainability strategy and measures focused on the material topics and impacts. Through our different policies, actions, and targets, we work to mitigate these impacts.

Due diligence and our value chain

Similarly, we work to ensure proper due diligence measures and ethical business conduct, both in ongoing partnerships and in our selection of future partners. In the partner selec-tion process, we assess partners’ policies and actions in rela-tion to ethical business conduct (e.g., anti-money laundering,

anti-bribery, and anti-corruption measures). Furthermore, we have integrated sustainability into our decision-making through the screening and selection process of partners to ensure that actions and ambitions are in line with Zealand Pharma’s focus on ethical and sustainable business conduct.

Additionally, all business partners are required to sign Zealand Pharma’s Code of Conduct, adopt measures for responsible sourcing, adequate health and safety of workers, and uphold the United Nations Guiding Principles on Business and Human Rights (UNGP). Furthermore, all employees in Zealand Pharma are trained in the contents of the Code of Conduct.

In relation to export control and trade sanctions, we review and screen partners and indirect business associates based on existing rules and internal compliance requirements to ensure partners follow Zealand Pharma’s Internal Export Control and Trade Sanctions Compliance Program. Corporate

Management, people managers, and certain at-risk employees have all been trained in the compliance program.

Actions for 2025 – adopting the OECD guidelines

Although we believe our current approach is adequately ensuring ethical business practice across our value chain, we recognize the importance of constantly improving our due diligence processes to ensure that adverse impacts, risks, and opportunities are identified and addressed. Therefore, we intend to adopt the recommendations of the OECD Due Diligence Guidance for Responsible Business Conduct into our governance procedures in 2025.

This is a key priority for us and adopting the OECD guidelines is established as a company goal for 2025, impacting the potential bonus of all Zealand Pharma employees, including Corporate Management.

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