Zealand Pharma launches long-term incentive programs for Zealand Pharma’s Board of Directors, Corporate Management and employees for 2025 - Seite 2

The members of the Board of Directors are also subject to a holding requirement to be met within a period of two years from the time the Board member was first elected if they continue to be members of the Board of Directors. This is to align the interests of the Board of Directors and the shareholders. The holding requirement for the members in question amounts to 200% of their annual RSU grant value, as determined at the grant date.
The grant of RSUs for the members of the Board of Directors under this program will have an estimated fair market value of DKK 12.4 million, based on each RSU having a fair market value of DKK 424.50.

The fair market value of the RSUs is determined as the closing price of Zealand Pharma's shares on Nasdaq Copenhagen A/S the trading day prior to the grant.

Corporate Management RSUs and PSUs

Members of the Corporate Management are eligible to receive an annual grant of PSUs and RSUs.
The PSU element of the award is free of charge subject to fulfillment of certain predefined performance targets. Consequently, the PSUs vest based upon certain pre-defined market-based goals that encourage share performance against comparable companies (such as total shareholder return performance against Nasdaq Biotechnology Index).

Depending on the level of fulfillment of the goals, the PSUs may vest between 0% and 150% after three years (on April 19, 2028). With regards to the 2025 RSU grants to Zealand Pharma's Corporate Management, RSUs will vest annually in equal tranches over three years (from April 19, 2025, to April 19, 2028). Each vested RSU entitles the holder to receive one share in Zealand Pharma at no cost and subject to certain conditions that include the holder's continued employment at Zealand Pharma.

The grant of RSUs and PSUs to Zealand Pharma's Corporate Management under the aforementioned programs will have an estimated fair market value of DKK 82.2 million, based on each RSU and PSU having a fair value of DKK 424.50 per share. The fair market value of the RSUs and PSUs is determined as the closing price of Zealand Pharma's share on Nasdaq Copenhagen A/S the trading day prior to the grant.

Each vested RSU equals one share in Zealand Pharma while PSUs convert into a number of shares equal to between 0% to 150% of the PSUs, depending on the achievement of the performance targets.

For the financial year 2025, the total aggregated value of grants under the Long-term incentive programs, including RSUs and PSUs, cannot exceed 400% of the fixed annual salary for the CEO and 250% for other members of Executive Management.