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Zealand Pharma

Major Shareholding Notification Aug 16, 2024

3391_mrq_2024-08-16_ace52256-6f58-485c-902b-b5c156895344.pdf

Major Shareholding Notification

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Standard form for notification of major holdings

NOTIFICATION OF MAJOR HOLDINGS (to be uploaded at http://oasm.finanstilsynet.dk)
The boxes in sections (1-6) and section (8) in the standard form must always be filled out.
Then, please fill out the sections in the standard form for the relevant type of financial instrument.
• For notification regarding shares go to section (7.1) in the standard form.
• For notification regarding financial instruments in accordance with section 39(2)(1) of the Capital Markets Act,
go to section (7.2) in the standard form.
• For notification regarding financial instruments in accordance with section 39(2)(2) of the Capital Markets Act,
go to section (7.3) in the standard form.
In case of proxy voting, fill out section (9) in the standard form.
1. Identity of the issueri:
Zealand Pharma A/S
2. Reason for the notification (please tick the appropriate box or boxes):

An acquisition or disposal of voting rights or share capital

An acquisition or disposal of financial instruments
An event changing the breakdown of voting rights or share capital
Other (please specify)ii:
3. Details of person subject to the notification obligation
Name: Bank of America Corporation Address: 1209 Orange Street, Corporation Trust
Center, Wilmington DE 19801
National ID-numberiv: 2927442 Email address: [email protected]
4. Full name of shareholder (if different from 3.) v
:
5. Date on which the threshold was crossed or reachedvi: 04/03/2024
6. Total positions of the person subject to the notification obligation:
Voting rights:
Voting rights attached to
shares in %
(total of 7.1.A)
Voting rights through
financial instruments in %
(total of 7.2.A + 7.3.B)
Total of both in %
(7.1.A + 7.2.A + 7.3.A)
Resulting situation on
the date on which
threshold was crossed
or reached
2.003% 3.202% 5.205%
Position of
previous
notification (if
applicable)
N/A N/A N/A
Share capital:
Share capital attached to
shares in %
(total of 7.1.B)
Share capital through
financial instruments in %
(total of 7.2.B + 7.3.B)
Total of both in %
(7.1.B + 7.2.B + 7.3.B)
Resulting situation on
the date on which
threshold was crossed
or reached
2.003% 3.202% 5.205%
Position of previous
notification
(if
applicable)
N/A N/A N/A
6.A Information on the issuer
Total number of voting rights of issuervii 62,512,622
Total share capital in issuervi 62,512,622

7.1 Shares according to section 38 of the Capital Markets Act

7.1.A: Voting rights attached to shares
ISIN code Number of voting rights % of voting rights
Voting rights which the
person subject to the
notification obligation
holds directly or
indirectlyviii
(Sect. 38(1) of the Capital
Markets Act)
Voting rights which the
person subject to the
notification obligation
is entitled to acquire,
dispose of or exercise
(Sect. 38(2) of the Capital
Markets Act)
Voting rights which
the person subject to
the
notification obligation
holds directly or
indirectlyviii
(Sect. 38(1) of the Capital
Markets Act)
Voting rights which the
person subject to the
notification obligation is
entitled to acquire,
dispose of or exercise
(Sect. 38(2) of the Capital Markets
Act)
DK0060257814 1,251,961 N/A 2.003% N/A
SUBTOTAL 7.1.A 1,251,961 2.003%
ISIN code Number of sharesviii % of shares
(Sect. 38(1) of the Capital Markets Act) (Sect. 38(1) of the Capital Markets Act)
DK0060257814 1,251,961 2.003%
SUBTOTAL 7.1.B 1,251,961 2.003%
7.2 Financial instruments according to section 39(2)(1) of the Capital Markets Act
7.2.A: Voting rights attached to financial instruments according to section 39(2)(1) of the Capital Markets Act
Type of financial
instrument
Expiration
date ix
Exercise/conversion
periodx
Number of voting rights that
may be acquired if the
instrument is
exercised/converted
% of voting rights
Right to Recall N/A N/A 108,469 0.174%
Rights of Use N/A N/A 65,637 0.105%
SUBTOTAL 7.2.A 174,106 0.279%

7.2.B: Share capital attached to financial instruments according to section 39(2)(1) of the Capital Markets Act

Type of financial
instrument
Expiration
date ix
Exercise/conversion
periodx
Number of shares that may
be acquired if the
instrument is
exercised/converted
% of share capital
Right to Recall N/A N/A 108,469 0.174%
Rights of Use N/A N/A 65,637 0.105%
SUBTOTAL 7.2.B 174,106 0.279%

7.3 Financial Instruments with similar economic effect acc. to sect. 39(2)(2) of the Capital Markets Act

7.3.A: Voting rights attached to financial instruments according to section 39(2)(2) of the Capital Markets Act

Type of financial Expiration Exercise/conversion Physical or Number of % of voting rights
instrument dateix periodx cash
settlementxi
voting rights
Swaps 02/04/2024 N/A Cash 358,000 0.573%
Swaps 06/05/2024 N/A Cash 297,480 0.476%
Swaps 15/05/2024 N/A Cash 1,130 0.002%
Swaps 13/06/2024 N/A Cash 481,334 0.770%
Swaps 31/07/2024 N/A Cash 31,379 0.050%
Swaps 02/08/2024 N/A Cash 324,000 0.518%
Swaps 08/08/2024 N/A Cash 19,271 0.031%
Swaps 31/10/2024 N/A Cash 3,749 0.006%
Swaps 12/11/2024 N/A Cash 174,000 0.278%
Swaps 18/11/2024 N/A Cash 1,073 0.002%
Swaps 02/12/2024 N/A Cash 2,310 0.004%
Swaps 31/01/2025 N/A Cash 19,658 0.031%
Swaps 31/03/2025 N/A Cash 83 0.000%
Swaps 05/05/2025 N/A Cash 4,662 0.007%
Swaps 28/05/2025 N/A Cash 10,349 0.017%
Swaps 12/09/2025 N/A Cash 1,000 0.002%
Swaps 18/03/2026 N/A Cash 244 0.000%
Swaps 26/05/2026 N/A Cash 96,970 0.155%
Swaps 15/02/2028 N/A Cash 922 0.001%
SUBTOTAL
7.3.A
1,827,614 2.924%
7.3.B: Share capital attached to financial instruments according to section 39(2)(2) of the Capital Markets Act
Type of
financial
instrument
Expiration dateix Exercise/conversion
periodx
Physical or
cash
settlementxi
Number of shares % of share capital
Swaps 02/04/2024 N/A Cash 358,000 0.573%
Swaps 06/05/2024 N/A Cash 297,480 0.476%
Swaps 15/05/2024 N/A Cash 1,130 0.002%
Swaps 13/06/2024 N/A Cash 481,334 0.770%
Swaps 31/07/2024 N/A Cash 31,379 0.050%
Swaps 02/08/2024 N/A Cash 324,000 0.518%
Swaps 08/08/2024 N/A Cash 19,271 0.031%
Swaps 31/10/2024 N/A Cash 3,749 0.006%
Swaps 12/11/2024 N/A Cash 174,000 0.278%
Swaps 18/11/2024 N/A Cash 1,073 0.002%
Swaps 02/12/2024 N/A Cash 2,310 0.004%
Swaps 31/01/2025 N/A Cash 19,658 0.031%
Swaps 31/03/2025 N/A Cash 83 0.000%
Swaps 05/05/2025 N/A Cash 4,662 0.007%
Swaps 28/05/2025 N/A Cash 10,349 0.017%
Swaps 12/09/2025 N/A Cash 1,000 0.002%
Swaps 18/03/2026 N/A Cash 244 0.000%
Swaps 26/05/2026 N/A Cash 96,970 0.155%
Swaps 15/02/2028 N/A Cash 922 0.001%
SUBTOTAL
7.3.B
1,827,614 2.924%
8. Chain of controlled undertakings (please tick the appropriate box):

The person subject to the notification obligation is not controlled by any natural person or legal entity and
does not control any undertaking(s) with holdings in the (underlying) issuer .xii

Full chain of controlled undertakings through which the voting rights and/or the financial instruments are
effectively held starting with the ultimate controlling natural person or legal entity :
Namexiv Total voting rights if more than 5% Total share capital if more than 5%
Bank of America Corporation
NB Holdings Corporation
BofAML Jersey Holdings Limited
BofAML EMEA Holdings 2 Limited
Merrill Lynch International
Bank of America Corporation
NB Holdings Corporation
BAC North America Holding Company
Bank of America, National Association
Bank of America Corporation
NB Holdings Corporation
BofA Securities, Inc
  1. In case of proxy voting: [name of the proxy holder] will cease to hold [% and number] voting rights as of [date

  2. Additional informationxv: Correction to the Section 5 of previous notification submitted on 06/03/2024.

Date, place and signature

19/03/2024, London

NOTES

i Full name of the issuer. With regard to financial instruments by issuer means the issuer of the underlying share.

ii Other reason for the notification could be voluntary notifications, changes of attribution of the nature of the holding (e.g. expiry of financial instruments) or acting in concert.

iii This should be the full name of

  • a) the shareholder;
  • b) the natural person or legal entity acquiring, disposing of or exercising voting rights in the cases provided for in section 38(2)(2-8) of the Capital Markets Act; or
  • c) the holder of financial instruments referred to in section 39 of the Capital Markets Act.

As the disclosure of cases of acting in concert may vary due to the specific circumstances (e.g. same or different total positions of the parties, entering or exiting of acting in concert by a single party), the standard form does not provide for a specific method on how to notify cases of acting in concert.

In relation to the transactions referred to in sentences (2) to (8) of section 38(2) of the Capital Markets Act, the following list is provided as indication of the persons who should be mentioned:

  • in the circumstances foreseen in section 38(2)(2) of the Capital Markets Act, the natural person or legal entity that acquires the voting rights and is entitled to exercise them under the agreement and the natural person or legal entity who is transferring temporarily for consideration the voting rights;
  • in the circumstances foreseen in section 38(2)(3) of the Capital Markets Act, the natural person or legal entity holding the collateral, provided the person or entity controls the voting rights and declares its intention of exercising them, and natural person or legal entity lodging the collateral under these conditions;
  • in the circumstances foreseen in section 38(2)(4) of the Capital Markets Act, the natural person or legal entity who has a life interest in shares if that person or entity is entitled to exercise the voting rights attached to the shares and the natural person or legal entity who is disposing of the voting rights when the life interest is created;
  • in the circumstances foreseen in section 38(2)(5) of the Capital Markets Act, the controlling natural person or legal entity and, provided it has a notification duty at an individual level under section 38(1), under sentences (1) to (4) of section 38(2) of the Capital Markets Act, or under a combination of any of those situations, the controlled undertaking;
  • in the circumstances foreseen in section 38(2)(6) of the Capital Markets Act, the deposit taker of the shares, if he can exercise the voting rights attached to the shares deposited with him at his discretion, and the depositor of the shares allowing the deposit taker to exercise the voting rights at his discretion;
  • in the circumstances foreseen in section 38(2)(7) of the Capital Markets Act, the natural person or legal entity that controls the voting rights;

  • in the circumstances foreseen in section 38(2)(8) of the Capital Markets Act, the proxy holder if he can exercise the voting rights at his discretion, and the shareholder who has given his proxy to the proxy holder allowing the latter to exercise the voting rights at his discretion (e.g. management companies). iv National identification number of the natural person or legal entity if such exists.

v Applicable in the cases provided for in section 38(2)(2-8) of the Capital Markets Act. This should be the full name of the shareholder who is the counterparty to the natural person or legal entity referred to in section 38(2) of that Act unless the percentage of voting rights held by the shareholder is lower than the lowest notifiable threshold for the disclosure of voting rights holdings in accordance with national practices (e.g. identification of funds managed by management companies).

vi The date on which a threshold is crossed or reached should be the date on which the acquisition or disposal took place or the other reason triggered the notification obligation. For passive crossings, the date when the corporate event took effect.

  • vii The total number of voting rights or share capital shall be composed of all the shares, including depository receipts representing shares, to which voting rights are attached even if the exercise thereof is suspended.
  • viii Present the voting rights or share capital that the natural person or legal entity subject to notification holds directly or indirectly. Direct holding means the shares held by the natural person or legal entity subject to notification itself or held by the natural person or legal entity subject to notification in its own name, but on behalf of a natural person or legal entity. Indirect holding means that the natural person or legal entity subject to notification holds the share through a controlled company or a chain of controlled undertakings.
  • ix Date of maturity/expiration of the financial instrument, i.e. the date when right to acquire shares ends.
  • x If the financial instrument has such a period – please specify this period – for example once every 3 months starting from [date].
  • xi In case of cash settled instruments, the number and percentages of voting rights or share capital is to be presented on a delta-adjusted basis pursuant to section 38(3) and (4) of the Capital Markets Act.
  • xii If the person subject to the notification obligation is either controlled and/or controls another undertaking, then the second option applies.
  • xiii The full chain of controlled undertakings starting with the ultimate controlling natural person or legal entity has to be presented also in the cases in which, only at subsidiary level, a threshold is crossed or reached and the subsidiary undertaking discloses the notification, as this is the only way for the markets to always get the full picture of the group holdings.

In case of multiple chains through which the voting rights and/or financial instruments are effectively held, the chains have to be presented chain by chain leaving a row free between different chains (e.g.: A, B, C, free row, A, B, D, free row, A, E, F etc.).

  • xiv The names of controlled undertakings through which the voting rights or share capital and/or financial instruments are effectively held have to be presented irrespective of whether the controlled undertakings cross or reach the lowest applicable threshold themselves.
  • xv Example: Correction of a previous notification.

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