Zealand Pharma

Copenhagen, 2011-03-29 09:02 CEST (GLOBE NEWSWIRE) --

Company Announcement

No. 04/2011 - 29 March 2011

        Notice for the Annual General Meeting of Zealand Pharma

Annual General Meeting on 28 April 2011

The ordinary Annual General Meeting will be held on:

                  Thursday 28 April 2011 at 3.00pm CET

at the offices of Plesner Law Firm, Amerika Plads 37, 2100 Copenhagen Ø,
Denmark.

The notice for the Annual General Meeting which includes the full agenda is
enclosed as appendix to this announcement.

Board of Directors - proposed change in composition

All current board members elected by the Annual General Meeting are up for
election. The board of directors proposes re-election of:

-- Daan J. Ellens, Life Science Partners
-- Peter Benson, Sunstone Capital
-- Alain Munoz, Kurma Biofund
-- Florian Reinaud, CDC Innovation

In addition, the board of directors proposes that Jutta of Rosenborg and Jørgen
Lindegaard are elected as new board members. Both candidates have considerable
experience from top positions in other public Danish companies and are widely
recognised for their work. The board believes that both will make important and
valuable contributions to the further development of Zealand Pharma. For
further information on the background of the proposed new board members, please
see Exhibit 1 to the notice for the Annual General Meeting 2011 (enclosed).

For further information; please contact

Zealand Pharma

David Solomon, President and CEO - Mobile: +45 2220 6300

Hanne Leth Hillman, Vice President for Investor Relations & Corporate
Communications -

Mobile: +45 5060 3689

About Zealand Pharma

Zealand Pharma A/S is a public (NASDAQ OMX: ZEAL) Scandinavian based
biopharmaceutical company with a mature and growing clinical pipeline of
innovative peptide based drugs. The company's lead product candidate is a
once-daily GLP-1 in late-stage Phase III development for the treatment of Type
2 Diabetes in collaboration with sanofi-aventis. Zealand Pharma also has
several other collaboration and licensing partnerships, including a license
agreement with Helsinn Healthcare on a clinical stage GLP-2 drug for the
treatment of Radiation and Chemotherapy-Induced Diarrhoea.

Zealand Pharma has unique expertise in peptide discovery and optimization and
in the development of novel peptide drugs with favourable therapeutic
attributes. The company targets metabolic (diabetes and obesity),
gastrointestinal and cardiovascular diseases, where existing treatments fail to
adequately serve patient needs and where the market potential for improved
treatments through the use of peptide drugs is high. All of Zealand Pharma's
product candidates have been identified through the company's own drug
discovery activities. The company is headquartered in Copenhagen and has
approximately 90 employees. For more information please visit
www.zealandpharma.com.

Appendix to Zealand Pharma A/S' AGM Company Announcement dated 29 March 2011

To the shareholders of Zealand Pharma A/S

The Company will conduct its Annual General Meeting on:

Thursday 28 April 2011 at 3.00 pm CET

at the offices of Plesner Law Firm, Amerika Plads 37, 2100 Copenhagen Ø,
Denmark.

The agenda is as follows:

1) A report from the board of directors on the company's activities
in the past financial year

2) Approval of the audited annual report, including approval of the
board of directors' fee for the financial year 2010

3) A resolution on the distribution of profit or the cover of loss
in accordance with the annual report adopted

4) Election of members of the board of directors

5) Election of auditor

6) Authorisation to acquire the company's own shares

7) Proposal from the board of directors to approve the remuneration
policy, including the general guidelines for incentive remuneration

8) Proposal from the board of directors to approve the fee to the
board of directors for the financial year 2011

9) Any other business

Re item 2:
Proposal of approval of the annual report, including the board of directors' fee
for the financial year 2010.

Re item 3:
The board of directors proposes that the result of the year, i.e. a consolidated
loss of DKK 104,634,348.51 is carried forward to next year.

Re item 4:
All board members elected by the general meeting are up for election.
The board of directors proposes re-election of:
-- Daan J. Ellens
-- Peter Benson
-- Alain Munoz
-- Florian Reinaud
In addition, the board of directors proposes that Jutta of Rosenborg and Jørgen
Lindegaard are elected as new board members. Both candidates have considerable
experience from top positions in other public Danish companies and are widely
recognised for their work. The board believes that both will make important and
valuable contributions to the further development of Zealand Pharma.
For a description of the nominated candidates see exhibit 1 to the notice to
convene the general meeting.

Re item 5:
The board of directors proposes re-election of Grant Thornton, Incorporated
State Authorised Public Accountants.

Re item 6:
The board of directors requests the general meeting to grant an authorisation
until the next annual general meeting for the company to acquire the company's
own shares for up to 10 per cent of the company's share capital at any time.
The payment may not divide from the closing price at NASDAQ OMX Copenhagen A/S
with more than 10 per cent at the time of purchase.
Re item 7:
The board of directors proposes that the general meeting approve the
remuneration policy, including the general guidelines for incentive
remuneration for the board of directors and the executive management. The
remuneration policy will be available from 29 March 2011 on the website of the
company, www.zealandpharma.com.

Re item 8:
The board of directors proposes that the general meeting approve the fee to the
board of directors for the financial year 2011.
The board of directors proposes that board members receive a fixed cash amount
of DKK 150,000 and the chairman receives DKK 300,000.
In addition, the chairman of a board sub-committee receives DKK 15,000 per
meeting and preparation day, up to a maximum of DKK 75,000 per year.
Further, members of the board of directors may receive incentive-based
remuneration under the "General guidelines for incentive remuneration to the
management of Zealand Pharma A/S".
Currently the chairman of the board of directors and the employee elected board
members participate in incentive programs, based on the development of the
company's share price, as described in note 12 in the 2010 annual report.
No other board members are currently included in any share based incentive
programs.

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The general meeting is held in English without translation to Danish.

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Section 97 of the Danish Companies Act stipulates that it must be made public
that the share capital of the Company is nominally DKK 22,870,523. The nominal
amount of each share is DKK 1. Each share of DKK 1 has one vote at general
meetings.

The shareholders of the company may exercise their financial rights through
their own depositary bank.

The agenda and the complete proposals are described in this notice to convene
the general meeting.

Further information will be available from 29 March 2011 to 28 April 2011 on the
website of the company, www.zealandpharma.com, concerning the general meeting,
including the total number of shares and voting rights on the date of this
notice, this notice with the agenda and the complete proposals, proxy form,
postal vote form and registration form to be used when ordering admission cards
as well as the other documents to be presented at the general meeting,
including the annual report.

This notice has also been made public via the electronic system of the Danish
Commerce and Companies Agency and has been forwarded to the shareholders
registered in the register of shareholders of the company.

Shareholders will be able to ask questions concerning the agenda and the other
material for the purpose of the general meeting both before and during the
actual general meeting.

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In order for the shareholders to attend the general meeting and to vote the
following applies:

The shareholders' right to attend and vote at the general meetings of the
company or to vote by post on behalf of their shares is determined based on the
shares which the shareholders hold at the date of registration.

The date of registration is 21 April 2011.

When the date of registration expires, the shares held by each shareholder of
the company as at the date of registration will be calculated. The calculation
is based on the registrations of shares in the register of shareholders as well
as duly documented notifications to the company concerning the acquisitions of
shares that have not yet been registered in the register of shareholders, but
which have been received by the company before the expiry of the date of
registration. In order to be registered in the register of shareholders and be
included in the calculation any notifications concerning shareholdings must be
documented by presenting a transcript from VP Securities A/S or any similar
documentation. Such documentation must be received by the company before the
expiry of the date of registration.

Any sale or purchase of shares that takes place in the period between the date
of registration and the general meeting does not affect the voting right at the
general meeting or the right to vote by post at the general meeting.

However, in order to attend the general meeting of the company the shareholders
must request an admission card no later than on 26 April 2011 at 12 am.
Admission cards are issued to shareholders holding shares in the company as at
the date of registration. Admission cards can be acquired by contacting
Computershare A/S, Kongevejen 418, 2840 Holte, Denmark or on fax no.: +45 45 46
09 98 or by email at [email protected] until 26 April 2011 at 12 am. The
registration form to be used when ordering admission cards is attached to this
notice. The registration form is also available on the website of the company,
www.zealandpharma.com. In addition, admission cards can be ordered
electronically on the website of the company, www.zealandpharma.com.

A shareholder may also be represented by proxy if the shareholder is unable to
attend the general meeting. The proxy form is attached to this notice. The
proxy form is also available on the website of the company,
www.zealandpharma.com. Computershare must receive the proxy form no later than
on 26 April 2011 at 12 am by sending the form either by fax: +45 45 46 09 98 or
by email at [email protected] or by sending the form to Computershare A/S,
Kongevejen 418, 2840 Holte, Denmark.
It is also possible to submit an electronic proxy at www.zealandpharma.com by
using the VP Securities account number and password specified on the attached
registration form.

Instead of casting ones vote at the actual general meeting the shareholders may
vote by post, ie vote in writing before the general meeting is held. The form
to be used when voting by post is available on the website of the company and
it is also possible to vote by post electronically at the website of the
company, www.zealandpharma.com. The shareholders who decide to vote by post are
to submit their vote by post to Computershare. Computershare must receive the
proxy form no later than on 26 April 2011 at 12 am. A vote by post that has
been received cannot be revoked.
Exhibit 1
Board of Directors:
DAAN J. ELLENS
PhD Molecular Biology
M.B.A.
Age: 62
Chairman of the Board
Member since: 2005
Independent

Any other business
Venture Partner:

Life Sciences Partners

President:

Elkerim GmbH

Chairman of the Supervisory Board:

Prosensa B.V.

Hybrigenics SA

Kreatech Holding B.V.

PETER BENSON

MA Economics

Age: 55

Vice Chairman

Member since: 2007

Independent

Managing Partner:

Sunstone Capital

Member of the Board:

Virogates A/S

M2Medical Inc.

Alsensa ApS

Azanta A/S

Imix Holding AB

ALAIN MUNOZ

Cardiology and Anaesthesiology

Age: 62

Member since: 2005 (resigned 2006),

re-appointed 2007

Not independent

Advisor:

Kurma Biofund

Chairman of the Supervisory Board:

Novagali Pharma SA

Member of the Board:

Vivalis SA

Auris medical AG

Medesis SA

FLORIAN REINAUD

MD Emergency Medicine and Internal Medicine

Age: 37

Member since: 2010

Independent

Partner:

CDC Innovation

Member of the Board:

FAB Pharma, SAS

Praxim SA

TxCell SA

Kuros Biosurgery AG

Xytis Inc.

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