Zealand Pharma

Remuneration Information • Feb 10, 2011

Company Announcement No. 03/2011

10 February 2011

Zealand Pharma A/S establishes a warrant programme for the employees of the company

The Board of Directors of Zealand Pharma A/S (NASDAQ OMX: ZEAL) has decided to establish an incentive scheme in the form of a warrant programme for the employees, as stated in company announcement no. 02/2011. Thus, the Board of Directors has today exercised its authority pursuant to Section 8.1 of the Articles of Association, granted on the General Meeting of 2 November 2010, to issue up to a total of 2,750,000 warrants to be awarded to the employees of the company. The members of Executive Management as well as a single senior employee, who already has received warrants just prior to the company's initial public offering, are not awarded warrants.

The purpose of the grant of warrants is to reflect the company's objective to attract and retain first-rate employees and thus ensure a long-term shareholder value creation. The grant of warrants shall ensure to create - both in the short and the long run - common interests between the employees and the shareholders of the company.

A total of 445,500 warrants are to be awarded, giving the right to subscription of up to 445,500 shares each of DKK 1. The exercise price is fixed at DKK 77 per share.

The exercise of awarded warrants may take place, in whole or in part, in the period from 10 February 2014 until and including 10 February 2016. The exercise is to be completed within a period of four weeks following the publication of the company's annual accounts or interim accounts (respectively three, six or nine months).

In the event that an employee leaves the company, Sections 4 and 5 of the Danish Act on Exercise of Options or Subscription Rights for Shares etc. in Employment Relationships shall apply. The terms and conditions set forth in this Act imply the following:

If the employee leaves the employment by giving notice of termination, the right to exercise granted warrants will lapse. However, where the exercise period of the warrants has commenced before termination of the employment, the warrants may be exercised until the date where the employee leaves the company. The right to be granted options will also lapse after expiry of the employment.

In case the employment ceases due to termination by the employer and such termination is not caused by a breach on the part of the employee, the employee retains the right to all granted warrants irrespective of whether the exercise period has commenced before the employee leaves the company. The same applies to the instances described in Section 4 (2) of the Danish Act on Exercise of Options or Subscription Rights for Shares etc. in Employment Relationships (termination due to age/retirement) and Section 4 (3) (termination due to gross breach on the part of the employer).

If the employment ceases due to termination by the employer and such termination is caused by a breach on the part of the employee, or in the event that the employee is summarily dismissed for cause, the right to granted warrants will cease as from the date of expiry of the employment. Where the exercise period of the warrants has commenced before termination of the employment, the warrants may be exercised until the date where the employee leaves the company.

The issued warrants are estimated to have a total market value of approximately DKK 6.5 million. The market value of the issued warrants is calculated on basis of the Black-Scholes model with a volatility calculated as 32.5 %, an interest level of 3.1 %, and a share price of DKK 70.

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For further information, please contact:

Zealand Pharma A/S David Solomon, President and Chief Executive Officer Tel: +45 4328 1200

About Zealand Pharma

Zealand Pharma is a Danish biopharmaceutical company dedicated to the discovery and development of innovative peptide drugs. The company is based in Copenhagen and joined the NASDAQ OMX Copenhagen in November 2010 trading under the ticker symbol 'ZEAL'.

Zealand Pharma targets diseases where it believes existing treatments fail to adequately serve the medical needs of patients and the market potential for improved treatments through the use of peptide drugs is high.

Zealand Pharma focuses on three therapeutic areas: metabolic (diabetes and obesity), gastrointestinal and cardiovascular diseases. The company's expertise in peptide discovery, optimization and development has resulted in a strong and growing pipeline of novel peptide drug candidates with favourable therapeutic attributes.

Since 1999, Zealand Pharma's scientists have built a pipeline that includes five compounds in clinical development, four of which have been out licensed, two of these with major pharmaceutical companies (sanofi-aventis and Helsinn Healthcare). All of Zealand Pharma's compounds emerged from the company's own drug discovery.

For more information please visit the company's web site: www.zealandpharma.com.