Zealand Pharma A/S : Nomination of proxy & postal vote form

NOMINATION OF PROXY / POSTAL VOTE

for the annual general meeting of Zealand Pharma A/S

Thursday, 15 April 2021 at 3 PM CEST

Nomination of proxy or Postal Vote

Proxies or Postal Votes can also be submitted electronically via the shareholder portalZealandPharma A/S (computershare.dk) by use of your NemID or VP account number and password.

Proxies must be received by Computershare A/S no later than 12 April 2021 at 10:00 AM CEST, Postal Votes no later than 12 April 2021 at 10:00 AM CEST.

Nomination of proxy/Postal Vote

Below you can vote by post or appoint a third party as your proxy to represent you at the annual general meeting.

Please indicate type of proxy by ticking off the appropriate box (please tick off one box only):

I hereby grant proxy to the Chairman of the Board of Directors of Zealand Pharma A/S, or a substitute duly appointed by him, to vote on my/our behalf at the annual general meeting in accordance with the recommendations by the Board of Directors, see the table below. If new proposals are put up for vote at the general meeting, including proposed ammendments or additional candidates for elections, which are not on the agenda, the Chairman of the Board of Directors will vote on behalf of the undersigned in accordance with his convictions.

I hereby grant proxy to: _____________________________________________________

Name and address (please use capital letters)

to attend (electronically) and vote on my/our behalf at the annual general meeting. If the proxy holder would like to give access to an adviser, an admission card shall also be ordered to the said person. I hereby order the admission card to the adviser of my proxy holder.

Name: _____________________________________________________________________

Proxy form. In the table below, I have indicated how I wish to vote at the annual general meeting. Please note that this proxy will only be used if a vote is requested by a third party.

Postal Vote. In the table below, I have indicated how I wish to vote at the annual general meeting. Postal Votes must be received no later than 12 April 2021 at 10:00 AM CEST. Please note that votes by post cannot be withdrawn.

Name and address:_______________________________________	Please send this form to:
[e-mail]
_______________________________________________________	or by post to:
Computershare A/S
Lottenborgvej 26 D,1.sal
VP account number:_______________________________________
DK-2800 Kgs. Lyngby

Please remember to enclose the page with indication of type of proxy / postal vote.

Items on the agenda of the Annual General Meeting on 15 April 2021 (shortened, please note that the complete agenda appears from the notice):	FOR	AGAINST	ABSTAIN	BOARD RECOM-MENDATION
1. Management's report on the Company's activities during the past financial year…… 2. Approval of the audited Annual Report 2020 3. Resolution on the cover of loss in accordance with the approved Annual Report 2020 4. Election of members to the Board of Directors .................................................... Alf Gunnar Martin Nicklasson .......................................................................... Kirsten Aarup Drejer ..................................................................................... Alain Munoz ................................................................................................. Jeffrey Berkowitz .......................................................................................... Michael John Owen ...................................................................................... Leonard Kruimer ........................................................................................... Bernadette Mary Connaughton ....................................................................... 5. Election of the auditor. The Board of Directors proposes the re-election of EY Godkendt Revisionspartnerselskab .......................................................................................... 6. Authorization for the Company to acquire treasury shares directly and/or acquire American depositary shares ............................................................................... 7. Proposal from the Board of Directors to amend the Company's Remuneration Policy*….. a. Adoption of a revised Remuneration Policy including proposed amendments relating to the remuneration of the Board of Directors and the Excutive Management ........................................................................................... b. Adoption of a revised Remuneration Policy including proposed amendments relating to the remuneration of the Executive Management ............................. 8. Proposal from the Board of Directors to approve the Company's Remuneration Report 9. Proposal from the Board of Directors to approve the fees for the Board of Directors for the financial year 2021** ....................................................................................... a. Approval of fees for the Board of Directors for the financial year 2021 in accordance with the proposed new Remuneration Policy set forth in agenda item 7a ............... b. Approval of fees for the Board of Directors for the financial year 2021 in accordance with the proposed new Remuneration Policy set forth in agenda item 7b ................ 10. Proposal from the Board of Directors to approve a new authorization to increase the share capital of the Company by way of cash contribution without pre-emption rights for the Company's existing shareholders and at market price ........................ 11. Any other business ....................................................................................................
FOR
FOR
FOR
FOR
FOR
FOR
FOR
FOR
FOR
FOR
FOR
FOR
FOR
FOR
FOR
FOR
FOR

* Please make sure to vote on both agenda items 7a and 7b as agenda items 7a and 7b are ranked in priority, such that item 7b automatically lapses if item 7a is adopted by the general meeting.

** Please make sure to vote on both agenda items 9a and 9b as agenda items 9a and 9b are ranked in priority subject to agenda items 7a and 7b, such that item 9b automatically lapses if item 7a is adopted by the general meeting, and that item 9a automatically lapses if item 7a is not adopted by the general meeting.

If you have not ticked off the type of proxy or postal vote, but otherwise have ticked off the items on the agenda in the table above, the form will be considered as a postal vote. If the form is only dated and signed, it will be considered as a proxy to the Chairman of the Board of Directors (with a right of substitution) to vote in accordance with the Board of Directors' recommendations as set out in the table above.

The proxy applies to all items discussed at the general meeting. In the event, new proposals are submitted, including any amendments to proposals, or in the event of proposals for new candidates, the proxy holder will vote on your behalf according to his/her best belief. Written votes (postal votes) will be taken into account if the new proposal is substantially the same as the original.

The proxy/written vote is valid for shares held by the undersigned on the registration date, Thursday, 1 April 2021, calculated on the basis of entries in the shareholders' register and any notice of ownership received by the company for the purpose of registration in the shareholders' register.

Date

Signature