UNITED STATES SECURITIES

AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the Month of March 2021

 

Commission File Number: 001-39545

 

Orphazyme A/S

(Translation of registrant’s name into English)

 

 

Ole Maaløes Vej 3, DK-2200

Copenhagen N

Denmark

(Address of principal executive office)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 Form 20-F    Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  

 



EXHIBIT LIST

 

Exhibit

 

Description

99.1

 

Company announcement dated March 3, 2021

99.2

 

AGM 2021 notice to convene

99.3

 

Appendix 1 to AGM 2021 notice to convene (description of the nominated candidates)

99.4

 

Appendix 2 to AGM 2021 notice to convene (Remuneration Policy)

 

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Orphazyme A/S

 

 

 

 

Date: March 3, 2021

 

 

 

By:

 

/s/ Anders Vadsholt

 

 

 

 

 

 

Name

 

Anders Vadsholt

 

 

 

 

 

 

Title:

 

Chief Financial Officer

 

 

 

Exhibit 99.1

 

 

Company announcement

Orphazyme A/S

No. 07/2021

Ole Maaløes Vej 3

 

DK-2200 Copenhagen N

 

www.orphazyme.com

Company Registration No. 32266355

 

 

Notice to convene Annual General Meeting

 

Copenhagen, Denmark, March 3, 2021 – Orphazyme A/S (ORPHA.CO; ORPH) (the “Company”), a late-stage biopharmaceutical company pioneering the Heat-Shock Protein response for the treatment of neurodegenerative orphan diseases, today announced that the Company’s Annual General Meeting will be held on:

 

Thursday, March 25, 2021 at 5:00 PM (CET)

 

at the Company’s address Ole Maaløes Vej 3, DK-2200 Copenhagen N, Denmark.

 

In order to protect the health and safety of all, reduce the risk of COVID-19 spreading, and given the Danish government’s restrictions on assembly, we strongly recommend that shareholders refrain from attending the Annual General Meeting in person and instead exercise their shareholder rights by giving proxy to the Board of Directors or by voting by correspondence prior to the Annual General Meeting.

 

The notice to convene the Annual General Meeting, including Appendix 1: Candidates for the Board of Directors and Appendix 2: Revised Remuneration Policy, is attached.

 

Additional information about the Annual General Meeting is available on the Company’s website: https://orphazyme.gcs-web.com/annual-general-meeting-0

 

 

 

For additional information, please contact

 

Orphazyme A/S

 

Anders Vadsholt, Interim CEO and CFO

+45 28 98 90 55

 

 

About Orphazyme A/S 
Orphazyme is a late-stage biopharmaceutical company pioneering the Heat-Shock Protein response for the treatment of neurodegenerative orphan diseases. The company is harnessing amplification of Heat-Shock Proteins (or HSPs) in order to develop and commercialize novel therapeutics for diseases caused by protein misfolding, protein aggregation, and lysosomal dysfunction, including lysosomal storage diseases and neuromuscular degenerative diseases. Arimoclomol, the company’s lead candidate, is in clinical development for four orphan diseases: Niemann-Pick disease Type C (NPC), Amyotrophic Lateral Sclerosis (ALS), Inclusion Body Myositis (IBM) and Gaucher disease. Orphazyme is headquartered in Denmark and has operations in the U.S. and Switzerland. Orphazyme’s shares are listed on Nasdaq U.S. (ORPH) and Nasdaq Copenhagen (ORPHA). 

 

About arimoclomol 
Arimoclomol is an investigational drug candidate that amplifies the production of Heat-Shock Proteins (HSPs). HSPs can rescue defective misfolded proteins, clear protein aggregates, and improve the function of lysosomes. Arimoclomol is administered orally and has now been studied in seven phase 1, four phase 2 and one pivotal phase 2/3 trial. Arimoclomol is in clinical development for NPC, Gaucher Disease, sIBM, and ALS. Arimoclomol has received orphan drug designation (ODD) for NPC, IBM, and ALS in the US and EU. Arimoclomol has received fast-track designation (FTD) from the U.S. Food and Drug Administration (FDA) for NPC, IBM and ALS. In addition, arimoclomol has received breakthrough therapy designation (BTD) and rare-pediatric disease designation (RPDD) from the FDA for NPC.

 


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Forward-looking statement 

This company announcement may contain certain forward-looking statements, including in respect of the anticipated commercialization of arimoclomol. Although the Company believes its expectations are based on reasonable assumptions, all statements other than statements of historical fact included in this company announcement about future events are subject to (i) change without notice and (ii) factors beyond the Company’s control. These statements may include, without limitation, any statements preceded by, followed by, or including words such as “target,” “believe,” “expect,” “aim,” “intend,” “may,” “anticipate,” “estimate,” “plan,” “project,” “will,” “can have,” “likely,” “should,” “would,” “could”, and other words and terms of similar meaning or the negative thereof . Forward-looking statements are subject to inherent risks and uncertainties beyond the Company’s control that could cause the Company’s actual results, performance, or achievements to be materially different from the expected results, performance, or achievements expressed or implied by such forward-looking statements, including the risk that applicable regulatory authorities fail to approve arimoclomol on the anticipated timeline or at all. Except as required by law, the Company assumes no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in the forward-looking statements, even if new information becomes available in the future.

 

Attachments

07-2021 Notice to convene Annual General Meeting

Notice to convene Annual General Meeting

Appendix 1 - Candidates for the Board of Directors

Appendix 2 - Revised Remuneration Policy

Page 2 of 2

 

 

 

 

Exhibit 99.2

 

To the shareholders of Orphazyme A/S

The Board of Directors hereby convenes the Annual General Meeting of Orphazyme A/S, CVR no. 32 26 63 55 (the “Company”), to be held on Thursday, March 25, 2021 at 5:00 PM (CET), at the Company’s address Ole Maaløes Vej 3, DK-2200 Copenhagen N, Denmark.

 

In order to protect the health and safety of all, reduce the risk of COVID-19 spreading, and given the Danish government’s restrictions on assembly, we strongly recommend that shareholders refrain from attending the Annual General Meeting in person and instead exercise their shareholder rights by giving proxy to the Board of Directors or by voting by correspondence prior to the Annual General Meeting.

 

Agenda

1.

The Board of Directors’ election of the Chairman of the meeting

2.

The Board of Directors’ report on the Company’s activities in the past financial year

3.

Presentation and adoption of the annual report 2020

4.

Allocation of loss according to the adopted annual report 2020

5.

Resolution to grant discharge of liability to the Board of Directors and the Executive Management

6.

Presentation of the Company’s remuneration report for 2020

7.

Approval of remuneration of the Board of Directors for the current financial year

8.

Election of members to the Board of Directors

9.

Election of auditor

10.

Authorization to acquire treasury shares

11.

Any proposals from the Board of Directors

 

11.1

Approval of adjustments to the Company’s Remuneration Policy

 

11.2

Amendments to Article 3.1 of the Articles of Association

 

11.3

New Article 3.5 of the Articles of Association

12.

Any other business

 


Items on the agenda, including complete proposals:

 

Item 1: The Board of Directors’ election of the Chairman of the meeting

The Board of Directors will elect the Chairman of the Annual General Meeting.  

 

Item 2: The Board of Directors’ report on the Company’s activities in the past financial year

The Board of Directors proposes that the report on the Company’s activities in 2020 be noted by the Annual General Meeting.

 

Item 3: Presentation and adoption of the annual report 2020

The Board of Directors proposes that the Company’s annual report 2020 be adopted.

 

Item 4: Allocation of loss according to the adopted annual report 2020

The Board of Directors proposes that the loss related to the financial year 2020 amounting to approximately DKK 633.2 million be carried forward.

 

 

Item 5: Resolution to grant discharge of liability to the Board of Directors and the Executive Management
The Board of Directors proposes that the Annual General Meeting grant discharge of liability to the members of the Board of Directors and the Executive Management for liability towards the Company in relation to the approved annual report 2020.

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Item 6: Presentation of the Company’s remuneration report for 2020

The Company has prepared a remuneration report for 2020, which according to applicable legislation is presented to the Annual General Meeting for an advisory vote.

 

The remuneration report has been prepared in accordance with the requirements of section 139b of the Danish Companies Act and includes information on remuneration awarded or due to the members of the Board of Directors and the Executive Management of the Company concerning the financial year 2020.

 

The remuneration report for 2020 is available on the Company’s website, https://orphazyme.gcs-web.com/corporate-governance/governance-documents.

 

The Board of Directors proposes that the Annual General Meeting approves the Company’s remuneration report for 2020 in the advisory vote.

 

Item 7: Approval of remuneration of the Board of Directors for the current financial year
The Board of Directors proposes that the following remuneration level to the Board of Directors for 2021 be approved by the Annual General Meeting:

Members of the Board of Directors shall receive an annual base fee of:

EUR 36,225

The Chairman of the Board of Directors shall in addition receive:          

EUR 45,555

The Deputy Chairman of the Board of Directors shall in addition receive:                

EUR 14,318

 

The remuneration level for the Board of Directors is maintained at the same level as for 2020 as approved by the Extraordinary General Meeting on September 21, 2020.

 

The members of the Board of Directors receive annual supplementary fees for their work in the Company’s Audit Committee, Remuneration Committee, Nomination Committee, and Science Committee. The Board of Directors proposes that the Annual General Meeting approve the following supplementary fees for 2021 for committee work:

Members of the Audit Committee shall receive an annual supplementary fee of:

EUR 7,035

Members of the Remuneration Committee shall receive an annual supplementary fee of:

EUR 4,935

Members of the Nomination Committee shall receive an annual supplementary fee of:

EUR 3,255

Members of the Science Committee shall receive an annual supplementary fee of:

EUR 3,255

The Chairman of the Audit Committee shall receive an annual supplementary fee of:

EUR 14,175

The Chairman of the Remuneration Committee shall receive an annual supplementary fee of:

EUR 9,450

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The Chairman of the Nomination Committee shall receive an annual supplementary fee of:

EUR 6,825

The Chairman of the Science Committee shall receive an annual supplementary fee of:

EUR 6,825

 

The supplementary fees for committee work are maintained at the same level as for 2020 as approved by the Extraordinary General Meeting on September 21, 2020.

 

In addition, members of the Board of Directors may receive a fixed travel allowance as determined by the Board of Directors and be reimbursed for expenses in connection with board meetings (e.g. related to travel and accommodation). Further, the Company may pay or reimburse social security duties and

similar taxes imposed by public authorities in relation to board fees.

 

Further, the members of the Board of Directors will receive share-based remuneration for 2021 in the form of restricted share units (“RSUs”) through an annual grant corresponding to 50% of each Board member’s fixed annual base fee, such base fee to include additional base fees to the Chairman and Deputy Chairman but excluding any additional fees for committee membership.

 

As announced in company announcement no. 72/2020 of December 10, 2020, the Company’s CEO had resigned and the Company initiated a search for a new CEO. The Company has, as announced in company announcement no. 05/2021 of March 1, 2021, appointed Christophe Bourdon as the Company’s CEO, effective as of April 1, 2021. In order to ensure continuity going forward, the Company’s Chairman of the Board of Directors, Georges Gemayel, is assisting the Executive Management of the Company in an interim period with ad-hoc tasks, until the appointment of Christophe Bourdon as CEO is effective. As a result hereof the Board of Directors proposes that the Annual General Meeting approves an ad-hoc fee to the Chairman of the Board of Directors for 2021 of EUR 88,605 and an additional grant of RSUs equal to 100% of the annual grant of RSUs for 2021. The remuneration for the ad hoc tasks of the Chairman are maintained at the same level as for 2020.

 

Item 8: Election of members to the Board of Directors

Pursuant to Article 8.1 of the Articles of Association, the Board of Directors shall consist of not less than six and not more than nine members elected by the general meeting. The members of the Board of Directors elected by the general meeting are elected for a term of one year pursuant to Article 8.2 of the Articles of Association. Re-election of board members may take place.

 

The Board of Directors proposes re-election for a one-year term of the following members of the Board of Directors elected by the general meeting: Georges Gemayel, Bo Jesper Hansen, Anders Hedegaard, Carrolee Barlow, Catherine Moukheibir, Martijn Kleijwegt, Martin Bonde and Rémi Droller. In addition, the Board of Directors proposes that the general meeting elect Stephanie Okey as new member of the Board of Directors. The current board member Sten Verland is not seeking re-election.

 

Please see Appendix 1 for a description of the nominated candidates’ qualifications and positions, including information about other executive/management functions held by the candidates in Danish and foreign companies.

 

Item 9: Election of auditor

In accordance with the Audit Committee’s recommendation, the Board of Directors proposes re-election of EY Godkendt Revisionspartnerselskab, CVR no. 30 70 02 28, as the Company’s auditor. The Audit Committee’s recommendation has not been influenced by third parties, nor has it been subject to any contractual obligation restricting the Annual General Meeting’s choice of certain auditors or audit firms.

 

Item 10: Authorization to acquire treasury shares

In order to continuously provide the Company with the necessary flexibility to raise new capital through alternative transaction structures, the Board of Directors proposes to renew the current authorization to the Board of Directors to acquire treasury shares in the period until March 25, 2026, on one or more occasions, with a total nominal value of up to 10% of the share capital of the Company from time to time, subject to the Company’s holding of treasury shares after such acquisition does not exceed 20% of the

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Company’s share capital. The consideration may not deviate more than 10% from the official price quoted on Nasdaq Copenhagen at the time of acquisition.  

 

Item 11: Any proposals from the Board of Directors

 

Item 11.1: Approval of adjustments to the Company’s Remuneration Policy

The Board of Directors proposes that the Annual General Meeting approves certain adjustments to the Company’s Remunerations Policy as adopted by the Board of Directors.

 

The revised Remuneration Policy includes the following material changes:

Updated to allow for a share-based incentive program to the Executive Management and certain employees comprising restricted share units (RSUs) and performance share units (PSUs), including related pre-defined performance criteria to be determined by the Board of Directors based on corporate goals, e.g. targets related to development in the Company’s share price, organizational development as well as pre-clinical and clinical development;

Adjustment of the shareholding requirement for the Executive Management so that the shareholding may be built up over a period of 36 months;  

Adjustment of the claw back clause with the purpose of aligning the clause with the revised Recommendations on Corporate Governance; and

Adjustment of the situations under which accelerated vesting may occur.

 

The revised Remuneration Policy is attached as Appendix 2 and is available on the Company’s website, https://orphazyme.gcs-web.com/annual-general-meeting-0.

 

Item 11.2: Amendments to Article 3.1 of the Articles of Association

By decisions of September 28, 2020, the Board of Directors has partly exercised the authorization in Article 3.1 of the Articles of Association to increase the Company’s share capital without pre-emption rights for existing shareholders following which a nominal value of DKK 7,616,146 of the authorization has been issued.

 

In order to continuously provide the Company with the necessary flexibility to raise new capital, the Board of Directors proposes that the authorization in Article 3.1 be reset and extended until March 25, 2026. Consequently, the Board of Directors proposes that Article 3.1.1 be deleted from the Articles of Association and that Article 3.1 of the Articles of Association be amended as follows:

 

“In the period until 25 March 2026, the Board of Directors is authorised to increase the Company’s share capital in one or more issues of new shares without pre-emption rights for the Company’s existing shareholders by up to a nominal amount of DKK 6,989,767. The capital increase shall take place at market price as determined by the Board of Directors and shall be effected by cash payment, debt conversion or contribution in kind.”

 

Item 11.3: New Article 3.5 of the Articles of Association

The Board of Directors proposes to adopt a new Article 3.5 of the Articles of Association in order to authorize the Board of Directors to increase the Company’s share capital without pre-emption rights for the Company’s existing shareholders in connection with the issue of new shares to members of the Board of Directors, executives and/or employees of the Company. The capital increase may take place below market price.

 

The Board of Directors proposes that a new Article 3.5 be included as follows:

 

“In the period until 25 March 2026, the Board of Directors is authorised to increase the Company’s share capital in one or more issues without pre-emption rights for the Company’s existing shareholders by up to a nominal amount of DKK 1,300,000 in connection with the issue of new shares to members of the Board of Directors, executives and/or employees of the Company. The new shares shall be issued against cash payment at a subscription price to be determined by the Board of Directors, which may be below the market price.”

 

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Further, the Board of Directors proposes a total cap of nominally DKK 2,000,000 for the capital increase authorizations set out in Article 3.2 and the new Article 3.5. Consequently, the following new Article 3.6 is proposed:

 

“The authorisations granted to the Board of Directors pursuant to Articles 3.2 and 3.5 can in the aggregate only be exercised to increase the share capital by a maximum nominal amount of DKK 2,000,000.”

 

If the new Article 3.5 and Article 3.6 is approved, the current Article 3.5 will be renumbered to Article 3.7, and the new Article 3.7 will be amended as follows:

 

“New shares issued pursuant to Articles 3.1, 3.2, 3.3, 3.4 and 3.5 shall be fully paid up, issued in the name of the holder and shall be recorded in the name of the holder in the Company’s register of shareholders, shall be negotiable instruments and shall in every respect carry the same rights as the existing shares. The Board of Directors is authorised to lay down the terms and conditions for capital increases pursuant to the above authorisations and to make any such amendments to the Company’s Articles of Association as may be required as a result of the Board of Directors’ exercise of said authorisations.”

 

Adoption requirements

The proposals under item 11.2-11.3 on the agenda shall be passed by at least two-thirds of the votes cast as well as at least two-thirds of the share capital represented at the Annual General Meeting, cf. Article 7.2 of the Articles of Association.

 

All other proposed resolutions on the agenda shall be passed by a simple majority of votes cast, cf. Article 7.1 of the Articles of Association. The Remuneration Report is subject to an advisory vote.

 

Share capital and shareholders’ participation and voting rights

The Company’s nominal share capital is 34,948,837, divided into shares of DKK 1 each or multiples thereof. Each share of the nominal value of DKK 1 carries one vote.

 

The right of a shareholder to attend and vote at a general meeting is determined by the shares held by the shareholder at the record date. The record date is Thursday, March 18, 2021.

 

The shares held by each shareholder at the record date are calculated based on the registration of the number of shares held by the shareholder in the Company’s register of shareholders as well as any notification of ownership received by the Company for the purpose of registration in the Company’s register of shareholders, but which has not yet been registered.

 

Notification of participation

Shareholders, who are entitled to attend the Annual General Meeting and wish to attend the Annual General Meeting must notify the Company of participation no later than on Friday, March 19, 2021 at 11:59 PM (CET). The registration form is available on the Company’s website, https://orphazyme.gcs-web.com/annual-general-meeting-0.

Notification of participation may be provided as follows:

Electronically via the Company’s shareholder portal at https://portal.computershare.dk/portal/index.asp?page=login&asident=22035&lan=en;

Electronically via Computershare A/S’ website, www.computershare.com/dk;

By completing and forwarding the registration form by letter to Computershare A/S, Lottenborgvej 26D, floor 1, DK-2800 Kongens Lyngby, Denmark (to be received by the Company within the deadline);

By emailing a scanned version to gf@computershare.dk; or

By contacting Computershare A/S by telephone on (+45) 45 46 09 99.

 

A shareholder or a proxy may participate in the Annual General Meeting together with an adviser, provided that notification of the adviser’s participation has been provided.

 

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A confirmation of registration will be sent by email to the email address provided by the shareholder upon registration of participation. The electronic admission card must be presented at the Annual General Meeting either via smartphone/tablet or as a printed version. Further, it will be possible for the shareholder to collect the admission card at the venue for the Annual General Meeting upon presentation of appropriate identification. Ballot papers will be handed out at the registration desk at the venue.

 

 

How to submit a proxy

Proxy forms must be received by Computershare A/S no later than on Friday, March 19, 2021. The proxy form is available on the Company’s website, https://orphazyme.gcs-web.com/annual-general-meeting-0.

Proxies may be submitted as follows:

Electronically via the Company’s shareholder portal at https://portal.computershare.dk/portal/index.asp?page=login&asident=22035&lan=en;

Electronically via Computershare A/S' website, www.computershare.com/dk;

By completing and forwarding the proxy form by letter to Computershare A/S, Lottenborgvej 26D, floor 1, DK-2800 Kongens Lyngby, Denmark; or

By emailing a scanned version to gf@computershare.dk.

 

How to vote by correspondence

Shareholders who are entitled to participate in the Annual General Meeting are also entitled to vote by correspondence. Votes by correspondence must be received by Computershare A/S no later than on Wednesday, March 24, 2021, at 3:00 PM (CET). The voting form (which is the same form used for granting a proxy) is available on the Company’s website, https://orphazyme.gcs-web.com/annual-general-meeting-0.

Voting by correspondence may be submitted as follows:

Electronically via the Company’s shareholder portal at https://portal.computershare.dk/portal/index.asp?page=login&asident=22035&lan=en;

Electronically via Computershare A/S' website, www.computershare.com/dk;

By completing and forwarding the vote by correspondence form by letter to Computershare A/S, Lottenborgvej 26D, floor 1, DK-2800 Kongens Lyngby, Denmark; or

By emailing a scanned version to gf@computershare.dk.

 

Additional information on the website

Until and including the day of the Annual General Meeting, the following information regarding the Annual General Meeting will be available on the Company’s website, www.orphazyme.com:

The notice convening the Annual General Meeting, including the agenda and the complete proposals as well as Appendix 1: Candidates for the Board of Directors and Appendix 2: Revised Remuneration Policy;

The aggregated number of shares and voting rights as of the date of the notice to convene the Annual General Meeting;

The Company’s annual report 2020;

The Company’s remuneration report 2020;

The proposed revised Articles of Association; and

Other documents for the use of the Annual General Meeting, including the proxy/voting by correspondence form and the registration form.

 

Registration of admission cards at the Annual General Meeting on Thursday, March 25, 2021, will open at 4:00 PM (CET).

 

Questions from the shareholders

Shareholders may ask questions to the Board of Directors and the Executive Management at the Annual General Meeting. Questions regarding the agenda and documents concerning the Annual General Meeting

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may be submitted in writing prior to the Annual General Meeting by ordinary mail to Orphazyme A/S, Ole Maaløes Vej 3, DK-2200 Copenhagen N, Denmark, or by email to contact@orphazyme.com.

 

Personal data

With regards to collection and processing of personal data, reference is made to the Company’s information sheet on data protection in connection with the Annual General Meeting, which is available on the Company’s website, https://orphazyme.gcs-web.com/annual-general-meeting-0.

 

 

Language

The Annual General Meeting will be held in English in accordance with Article 4.7 of the Company’s Articles of Association.

 

How to get there

The Annual General Meeting will be held at the Company’s address Ole Maaløes Vej 3, DK-2200 Copenhagen N, Denmark, which can be reached by car or public transport.

 

 

 

Copenhagen, March 3, 2021

 

The Board of Directors

Page 7 of 7

 

Exhibit 99.3

 

 

Appendix 1: Candidates for the Board of Directors

*Listed companies

 

 

Georges Gemayel
Chairman

 

Member since: 2012 (Chairman since 2014)
Born in: 1960
Nationality: American
Committees: Nomination Committee (Chairman)

 

 

Special competences
Dr. Gemayel’s qualifications to sit on the Board of Directors include his significant management and executive experience in the global pharmaceutical industry.

Other management duties
Georges Gemayel is currently Chairman of the Board of Directors of Dynacure SAS, Enterome SA, and OxThera AB and a member of the Board of Directors of Supernus Pharmaceuticals Inc. (publ)*.

Previous positions
Georges Gemayel has previously been Chairman of the Board of Directors of Dimension Therapeutics Inc. (publ), Epitherapeutics ApS, Vascular Magnetics Inc., and Syndexa Pharmaceuticals Inc. as well as a member of the Board of Directors of NPS Pharmaceuticals Inc. (publ), Raptor Pharmaceuticals Corp. (publ), Prosensa N.V. (publ), Adolor Corp. (publ), and Momenta Pharmaceuticals Inc. (publ).

 

Educational background
Georges Gemayel holds a Master and a PhD in Pharmacology from Paris-Sud University and a Docteur d’Exercice en Pharmacie from the St. Joseph University.

 

 

 

Bo Jesper Hansen
Deputy Chairman

 

Member since: 2010 (Deputy Chairman since 2017)
Born in: 1958
Nationality: Danish
Committees: Remuneration Committee (Chairman)

 

Special competences
Dr. Hansen's extensive experience in orphan drugs, both from the operations and supervisory point of view and his broad and current know-how of the biotechnology environment makes him a qualified member of the Board of Directors.

Other management duties
Bo Jesper Hansen is currently Chairman of the Board of Directors of Laborie Inc., Innoventa Medica ApS, and Karo Pharma AB and a member of the Board of Directors of Ascelia Pharma AB and Reapplix A/S.

Previous positions
Bo Jesper Hansen has previously been Chairman of the Board of Directors and a member of the Executive Management of Swedish Orphan Biovitrum AB (publ), Chairman of the Board of Directors of Ablynx NV, Topotarget A/S (publ) (dissolved by merger), Karolinska Development AB (publ) and a member of the Board of Directors of Newron Pharmaceuticals SpA, CMC Sweden AB, Hyperion Therapeutics Inc. (publ) (dissolved following acquisition), Gambro AB, Inspyr Inc. (publ), Zymenex Holding A/S, Zymenex A/S, ACE Bioscience A/S, Mipsalus Holding ApS, MipSalus ApS, Azanta A/S, and Reapplix A/S.

Educational background

Bo Jesper Hansen holds an MD and PhD in Medicine from the University of Copenhagen.

 

 

 

 

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Anders Hedegaard

 

Member since: 2017
Born in: 1960
Nationality: Danish
Committees: Remuneration Committee

 

Special competences
Mr. Hedegaard is a sitting Chief Executive Officer of a publicly listed company. His extensive knowledge of the healthcare industry, both in product development and commercialization, makes him a qualified member of the Board of Directors.

Other management duties
Anders Hedegaard is currently Chief Executive Officer of Rodenstock Group and Chairman of the Board of Directors of Rodenstock Danmark A/S and ALK-Abelló A/S (publ)*.

Previous positions
Anders Hedegaard has previously been Chairman of the Board of Directors of GN Otometrics A/S, Aktieselskabet af 1. juni 2011 I, and BN Washington D.C. Holding A/S as well as a member of the Board of Directors of the Confederation of Danish Enterprise, Hearing Instrument Manufacturers Software Association A/S, HIMSA II A/S, Origio A/S and certain companies in or associated with the Bavarian Nordic Group. Further, Anders Hedegaard has previously been Chief Executive Officer of GN Store Nord A/S (publ), GN Hearing A/S, and Bavarian Nordic A/S and a member of the Executive Management of ALK-Abelló A/S and FOSS A/S as well as international marketing director at Novo Nordisk A/S.

Educational background
Anders Hedegaard holds a Master of Science in Chemical Engineering and Biochemistry from the Technical University of Denmark.

 

 

 

Carrolee Barlow

 

Member since: 2020
Born in: 1963
Nationality: US
Committees: Nomination Committee


 

Special competences
Dr. Barlow’s qualifications to sit on the Board of Directors include her renowned expertise in neuroscience and neurodegeneration, the treatment of rare and neurological diseases, and the clinical development of new therapies.

Other management duties
Carrolee Barlow is currently member of the Board of Directors of Supernus Pharmaceuticals Inc. (publ)* and Chief Medical Officer of ESCAPE Bio Inc. as well as member of the scientific and/or clinical advisory board of Neurametrix Inc., Kainos Medicine (publ)* and Silverstein Foundation.

 

Previous positions
Carrolee Barlow has previously been member of the Board of Directors of Parkinson’s Institute and Clinical Center as well as Chief Executive Officer of Parkinson’s Institute and Chief Scientific and Chief Medical Officer of BrainCells Inc.

 

Educational background
Carrolee holds a Master from the University of Utah School of Medicine and a PhD in Molecular and Development Biology from the Karolinska Medical Nobel Institute.

 

 

 

 

 

 

 

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Catherine Moukheibir

 

Member since: 2017
Born in: 1959
Nationality: American, Lebanese, and British
Committees: Audit Committee (Chairman)


 

Special competences
Ms Moukheibir's experience in the pharmaceutical and banking industries and her successful track record in leading Audit Commitees of publicly traded companies makes her a qualified member of the Board of Directors.

Other management duties
Catherine Moukheibir is currently Non-Executive Board Member and Chair of the Audit Committee at CMR Surgical and a member of the Board of Directors of Genkyotex SA (publ)*, Ironwood Pharmaceuticals, Inc., and Kymab Ltd.

Previous positions
Catherine Moukheibir has previously been a member of the Executive Management for Innate Pharma Inc (publ) and MedDay Pharmaceuticals SA, Chairman of the Board of Directors of Creabilis and MedDay Pharmaceuticals SA and a member of the Board of Directors in Zealand Pharma A/S (publ), Ablynx NV (publ), Cerenis Therapeutics SA (publ), and Octoplus NV.

Educational background

Catherine Moukheibir holds a Master in Economics and a MBA degree, both from Yale University.

 

 

 

Martijn Kleijwegt

 

Member since: 2017
Born in: 1955
Nationality: Dutch
Committees: Audit Committee


 

Special competences
Mr. Kleijwegt is qualified to serve on the Board of Directors given his experience as a major European venture-capital investor, his experience in the pharmaceutical industry, and his service on the Boards of Directors of other biopharmaceutical companies.

Other management duties
Martijn Kleijwegt is currently Founder and Managing Partner at LSP Management Group BV and a member of the Board of Directors of AM Pharma BV, Kiadis Pharma N.V. (publ)*, OxThera AB, Eloxx Pharmaceuticals Ltd., Arvelle Therapeutics BV, Vico Therapeutics Holding BV, and Pharvaris BV.

Previous positions
Martijn Kleijwegt has previously been a member of the Board of Directors of Prosensa N.V. (publ).

Educational background

Martijn Kleijwegt holds a Master’s degree in Economics from the University of Amsterdam.

 

 

 

 

 

 

 

 

Page 3 of 5

 


 

 

 

Martin Bonde

 

Member since: 2010
Born in: 1963
Nationality: Danish
Committees: Nomination Committee


 

Special competences
Dr. Bonde's qualifications to sit on the Board of Directors include his executive experience and in-depth knowledge of the biotechnology environment in the Nordic countries.

Other management duties
Martin Bonde is currently Chief Executive Officer of Inthera Bioscience AG. Martin Bonde is also a member of Board of Directors of Visiopharm A/S, BioInnovation Institute Fonden and BII Holdings A/S, Chief Executive Officer of Bohrs Tower ApS as well as a member of the Board of Directors and the Executive Management of Biotopix ApS.

Previous positions
Martin Bonde has previously been the Chairman of the Board of Directors of DANSK BIOTEK and a member of the Executive Management of Vaccibody AS, Epitherapeutics ApS, and Entrepreneur-in-Residence at BiOrigin ApS, a Novo Seeds company.

 

Educational background
Martin Bonde holds a Graduate Diploma in Business Administration from Copenhagen Business School, a Master of Science, and a PhD in Chemical Engineering from the Technical University of Denmark.

 

 

 

Rémi Droller

 

Member since: 2015
Born in: 1975
Nationality: French
Committees: Remuneration Committee

 

Special competences
Mr. Droller's extensive experience as a biotechnology investor and his proven track-record in negotiating several successful transactions make him a qualified member of the Board of Directors.

Other management duties
Rémi Droller is currently Managing Partner of Kurma Partners SA and member of the Board of Directors of Dynacure SAS, ImCheck Therapeutics SAS, OxThera AB, AM Pharma BV, Pharvaris BV, Flamingo Therapeutics BV, and Vico Therapeutics BV.

Previous positions
Rémi Droller has previously been Chairman of the Board of Directors of Step Pharma SAS and a member of the Board of Directors of Prosensa N.V. (publ), and Onxeo SA (publ).

Educational background

Rémi Droller holds a Master in Molecular Biology from Université Pierre et Marie Curie and a Master in Finance and Management of Innovation from AgroParisTech.

 

 

 

 

 

 

Page 4 of 5

 


 

 

 

Stephanie Okey

 

New Board candidate
Born in: 1959
Nationality: American


 

Special competences
Stephanie Okey has extensive launch and commercialization experience including nine rare and orphan disease therapeutics; two with REMS designation, and four large market therapeutic agents. Ms Okey’s specific expertise is in the launch and sustainable commercialization life cycle of bringing therapeutic agents to health care providers, health care stakeholders, and patients in a patient-centric business model.


Other management duties
Stephanie Okey currently serves as an independent member of the Board of Directors of PTC Therapeutics (publ)*, Albireo BioPharma (publ)*, and Crinetics Pharmaceuticals (publ)*.

 

Previous positions
Stephanie Okey has served in various positions of increasing responsibility in the biopharmaceutical industry for more than 30 years. After beginning her career at Bristol Myers Squibb (publ), she joined Genentech, Inc., growing rare orphan diseases markets and large markets for 7 years. Ms Okey’s management and leadership experience during her 19-year tenure at Genzyme, A Sanofi Company, included serving as Senior Vice President, Head of North America, Rare Diseases, and U.S. General Manager, Rare Diseases prior to her retirement in 2015. In addition, she previously served as a member of the Board of the California Life Sciences Association.

 

Educational background

Stephanie Okey holds a Bachelor of Science degree in Zoology from The Ohio State University and an M.S. in Immunology and Medical Microbiology from Wright State University.

 

 

 

 

 

 

 

 

 

 

 

Page 5 of 5

 

Exhibit 99.4

 

 

Remuneration Policy

Orphazyme A/S

 

1

Introduction

1.1

The Board of Directors of Orphazyme A/S, CVR no. 32 26 63 55 (“Orphazyme” or the “Company”) has adopted this remuneration policy (the “Remuneration Policy”) which describes the principles for payment of remuneration to the Board of Directors and the Executive Management in accordance with Sections 139 and 139(a) of the Danish Companies Act.

1.2

The Executive Management means the executive managers registered with the Danish Business Authority.

2

Objectives

2.1

The overall objective of the Remuneration Policy is to align and balance the interests of the Company’s Board of Directors, the Executive Management, the Company itself and its shareholders, and to attract, motivate and retain qualified members of the Board of Directors and the Executive Management in order to support the achievement of strategic short- and long-term goals of the Company as well as to promote value creation for the benefit of the shareholders.

2.2

The Board of Directors believes that the composition of remuneration supports both the short-term and long-term goals and sustainability of the Company as well as the interests of the shareholders by ensuring that a part of the remuneration is variable and linked to strategic targets and the development in the Company’s share price.

3

Remuneration of the Board of Directors

3.1

Members of the Board of Directors shall receive fixed annual fees. Additionally, the Board of Directors may receive share-based remuneration. The remuneration paid to the Board of Directors will be presented for approval by the Company’s shareholders at the annual general meeting.

3.2

The remuneration to the Board of Directors shall be designed with the purpose of attracting and retaining qualified members to the Board of Directors in order to support the Company’s strategy, sustainability and long-term interests.

3.3

To be able to attract qualified board members, the company has taken out customary D&O insurance. To the extent the insurance coverage is insufficient, the Company may in certain cases indemnify board members for claims and expenses that the board members may personally incur.

3.4

Fixed annual fees

3.4.1

Each member of the Board of Directors receives a fixed annual base fee.

3.4.2

The Chairman (and the Deputy Chairman, if such is appointed by the Board of Directors) may receive an additional fee of up to two times the fixed annual base fee for their extended duties.

  


3.4.3

Members of the Audit Committee, the Remuneration Committee, the Science Committee and the Nomination Committee will receive a supplementary fee of up to ¼ of the fixed annual base fee, and the chairman of the Audit Committee, the Remuneration Committee, the Science Committee and the Nomination Committee, respectively, will receive a supplementary fee of up to ½ of the fixed annual base fee. The same principles will apply to any other permanent board committees that may be established by the Board of Directors from time to time.

3.4.4

The board fees shall be in line with market practice and based on the competencies, effort, and scope of the work carried out by the Board of Directors. The board fees are determined based on a benchmark exercise for similar European and U.S.-based biotech and biopharmaceutical companies of comparable size and development stage.

3.4.5

If members of the Board of Directors have to travel to attend board meetings, such members may receive a fixed travel allowance as determined by the Board of Directors and be reimbursed for expenses in connection with board meetings (e.g. related to travel and accommodation). Travel allowances may not exceed a total annual value of 25% of the fixed annual base fee.

3.4.6

If a member of the Board of Directors takes on a specific ad hoc task for the Company outside the scope of ordinary tasks for the Board of Directors, such member may receive a fixed ad hoc fee for the work carried out. Any ad hoc tasks are subject to the prior or subsequent approval of the Board of Directors. An ad hoc fee may not exceed 100% of the annual fee.

3.4.7

The Company may cover or reimburse social security duties and similar taxes imposed by foreign public authorities in relation to board fees.

3.5

Share-based incentive program

3.5.1

Share-based incentives are commonly used among competing international biotech and pharmaceutical companies. In order to be able to attract and retain qualified members of the Board of Directors and to remain competitive, the Company offers the opportunity of share-based incentives to the Board of Directors. Share-based incentives to the Board of Directors further serve the purpose of aligning the interests of the members of the Board of Directors with those of the shareholders, and the Company believes that share-based incentives are beneficial to the shareholders’ long-term interests, as share-based incentives together with the base fee reflect the objective of a motivated and lasting value creation for the Company and the shareholders.

3.5.2

The Board of Directors may be granted share-based incentives in the form of restricted share units (“RSUs”). Each RSU grants a right to the participant to be allocated one share in the Company. The RSUs will have a vesting period from the date of grant and until approval of the annual report at the annual general meeting in the following calendar year and is therefore aligned with the one-year election period. Following vesting, the participant may be allocated a number of shares equivalent to the number of RSUs vested at maximum price per RSU equal to the par value of the Company’s shares. RSUs may be exercised within a period of 12 months following vesting.

  

    

    


3.5.3

Vesting or exercise of the RSUs may be conditional upon certain criteria, such as continued board membership, to be decided by the Board of Directors at the time of grant. To ensure the Board of Directors’ independence and supervisory function, such conditions will not be related to financial performance criteria.

3.5.4

Board members are eligible to receive one annual grant with a value corresponding to 50% of their fixed annual base fee, such base fee to include additional base fees to the Chairman and Deputy Chairman but excluding any additional fees for committee membership. New board members are eligible to receive one on-boarding grant in connection with their election to the Board of Directors with a value up to 100% of their fixed annual base fee, such base fee to include additional base fees to the Chairman and Deputy Chairman but excluding any additional fees for committee membership. The value of a grant will be calculated on the basis of a recognized valuation model as determined by the Board of Directors.

3.5.5

In cases where the Board of Directors assesses that the issue or transfer of shares would have an adverse effect on the Company and/or the Board member, the Board of Directors may decide to settle the RSUs in cash instead of allowing the Board member to subscribe for or receive shares in the Company.

3.5.5.1

The Board of Directors shall be required to accelerate vesting of RSUs in connection with (a) a mandatory takeover bid for the Company’s shares, or (b) a voluntary takeover bid for the Company’s shares, in which connection there is a change in the controlling interest, or (c) otherwise any transaction whereby a third party independent of the Company obtains control of more than 50% of the Company’s shares; or (d) the shares in the Company are delisted.

3.5.6

The number of RSUs may be adjusted by the Board of Directors in connection with certain changes to the capital structure of Orphazyme which may have unintended effect of the value of the RSUs, e.g. capital increases below market value (subject to certain exceptions, e.g. capital increases made in connection with share-based incentive programs).

3.5.7

The Company shall under special circumstances be entitled to reduce or reclaim, in full or in part, incentives granted or vested under a share-based incentive program if the conditions for vesting are based on fraud, willful misconduct, gross negligence, incorrect or misleading information, or that the conditions have otherwise not been fulfilled.

4

Remuneration of the Executive Management

4.1

The remuneration to members of the Executive Management may consist of both fixed remuneration, including fixed salaries, pension contributions and benefits, and variable remuneration, including short-term and long-term incentives, as determined by the Board of Directors. The remuneration shall be in line with market standards and based on the competencies, responsibilities assumed, and the scope of work carried out by the individual executive manager. The fixed salaries and cash bonuses of the Executive Management are determined based on a benchmark exercise for similar European and U.S.-based biotech and biopharmaceutical companies of comparable size and development stage.

  

    

    


4.2

The remuneration to the Executive Management shall be designed to attract, motivate and retain competent members to the Executive Management. The remuneration composition seeks to align the interests of the members of the Executive Management with those of the Company’s shareholders by linking a part of the remuneration to the development in the Company’s share price and corporate performance. Further seeking to align the long-term development and sustainability of the Company with the interests of the Executive Management, each member of the Executive Management is required to build and maintain a shareholding in the Company as described under section 4.6 below.

4.3

To be able to attract qualified members of the Executive Management, the Company has taken out customary D&O insurance. To the extent the insurance coverage is insufficient, the Company may in certain cases indemnify members of the Executive Management for claims and expenses that the members of the Executive Management may personally incur.

4.4

Fixed remuneration

4.4.1

Members of the Executive Management shall receive an annual base salary. Further, members of the Executive Management may be entitled to pension contributions of up to 20% of the annual base salary.

4.4.2

Members of the Executive Management may be granted customary non-monetary benefits such as insurance, computer, telephone, and internet access, newspaper subscription etc. and other benefits, such as company car, with a value of up 15% of the annual base salary in accordance with market standards as determined by the Board of Directors.

4.4.3

The Company may decide to cover relocation costs if a member of the Executive Management is required to relocate. Such relocations costs may not exceed 30% of the annual base salary.

4.5

Variable remuneration

4.5.1

The Executive Management may receive a cash bonus under a short-term cash incentive program and participate in a share-based incentive program comprising primarily long-term elements.

Short-term cash incentive program

4.5.2

The short-term cash incentive program may consist of a cash bonus to members of the Executive Management based on the annual performance at the discretion of the Board of Directors. The performance criteria may relate to certain results or targets based on corporate and individual goals. These predefined goals may include financial and/or operational targets, e.g. related to financing, working capital needs, organizational development as well as pre-clinical and clinical development. The level of achievement of the performance criteria may be based on the Company’s financial results as presented in the annual report and achievement of non-financial targets may be assessed internally or with external assistance, if deemed relevant by the Board of Directors.

  

    

    


4.5.3

A cash bonus received in accordance with the short-term incentive program may not exceed 100% of the annual fixed salary of the individual member of the Executive Management. The Company shall under special circumstances be entitled to reduce or reclaim, in full or in part, cash bonuses earned or granted under the short-term incentive program if the conditions for payment are based on fraud, willful misconduct, gross negligence, incorrect or misleading information, or that the conditions have otherwise not been fulfilled.

Share-based incentive program

4.5.4

The Company offers the opportunity of share-based incentives in the form of RSUs and performance share units (“PSUs”) to the Executive Management.

4.5.5

Each RSU grants a right for the participant to be allocated one share in the Company. The RSUs will have a total vesting period as determined by the Board of Directors at the time of grant (the “RSU Vesting Period”), such RSU Vesting Period to cover approximately three years from the date of grant or such other date as determined by the Board of Directors. The Board of Directors may decide that RSUs shall vest gradually over the RSU Vesting Period, e.g. with one third of the grant vesting each year as determined by the Board of Directors. Following the RSU Vesting Period, the participant will be allocated a number of shares in the Company equivalent to the number of RSUs vested against payment of the par value of each share. RSUs may only be exercised after the expiration of the RSU Vesting Period within a certain period of time as determined by the Board of Directors. Vesting or exercise of the RSUs may be conditional upon certain criteria as decided by the Board of Directors at the time of grant, such as continued employment with the Company. Further terms and conditions will be determined by the Board of Directors. The value of the RSUs granted shall not exceed 50% of the member of the Executive Management’s annual fixed salary at the time of the grant.

4.5.6

Each PSU grants a right for the participant to be allocated one share in the Company. The PSUs will have a vesting period as determined by the Board of Directors at the time of grant (the “PSU Vesting Period”), such PSU Vesting Period to cover approximately three years from the date of the grant or such other date as determined by the Board of Directors . The PSUs will vest in full or in part following the PSU Vesting Period depending on achievement of pre-defines criteria. After the PSU Vesting Period, the participant may be allocated a number of shares in the Company equivalent to the number of PSUs vested against payment of the par value of each share. PSUs may only be exercised after the expiration of the PSU Vesting Period within a certain period of time as determined by the Board of Directors. The number of PSUs that vest or exercise of vested PSUs may be conditional upon certain criteria to be decided by the Board of Directors at the time of the grant, e.g. criteria related to continued employment and performance. The performance criteria may relate to certain results or targets based on corporate goals. These predefined goals may include financial and/or operational targets, e.g. targets related to development in the Company’s share price, organizational development as well as pre-clinical and clinical development. Achieving one or more targets will contribute to the vesting of PSUs by a proportion decided by the Board of Directors at the time of the grant. The level of achievement of the targets may be assessed internally or with external assistance, if deemed relevant by the Board of Directors. Further terms and conditions will be determined by the Board of Directors. The value of the PSUs granted shall not exceed

  

    

    


150% of the member of the Executive Management’s annual fixed salary at the time of the grant.

4.5.7

In cases where the Board of Directors assesses that the issue or transfer of shares would have an adverse effect on the Company and/or the executive, the Board of Directors may decide to settle the RSUs and/or PSUs in cash instead of allowing the executive to subscribe for or receive shares in the Company.

4.5.8

The Board of Directors shall be required to accelerate vesting of RSUs in connection with (a) a mandatory takeover bid for the Company’s shares, or (b) a voluntary takeover bid for the Company’s shares, in which connection there is a change in the controlling interest, or (c) otherwise any transaction whereby a third party independent of the Company obtains control of more than 50% of the Company’s shares; or (d) the shares in the Company are delisted. In the same situations as listed under (a)-(b), the Board of Directors shall be required to accelerate vesting of PSUs to the extent any applicable targets have been achieved. In case no applicable targets have been achieved, the PSUs pertaining hereto lapse, unless otherwise decided by the Board of Directors.

4.5.9

The number of RSUs and/or PSUs may be adjusted by the Board of Directors in connection with certain changes to the capital structure of Orphazyme which may have unintended effect of the value of the RSUs and/or PSUs, e.g. capital increases below market value (subject to certain exceptions, e.g. capital increases made in connection with share-based incentive programs).

4.5.10

The Company shall under special circumstances be entitled to reduce or reclaim, in full or in part, RSUs and PSUs granted or vested under the LTIP if the conditions for vesting of RSUs and/or PSUs are based on fraud, willful misconduct, gross negligence, incorrect or misleading information, or that the conditions have otherwise not been fulfilled.

4.5.11

Orphazyme’s obligation to deliver RSUs and PSUs under the LTIP may be covered by a variety of means in the Company’s discretion, e.g. shares held in treasury by the Company accumulated through share buy-backs or directed issues of shares and/or bonus shares.

4.6

Shareholding requirements

4.6.1

The Executive Management is at all times required to hold a minimum amount of shares in Orphazyme with a value equal to 100% of their respective annual fixed salaries at the time of acquisition of the shares. The required shareholding may be built up over 36 months following employment with the Company.

5

Extraordinary incentives

5.1

On a case by case basis, the Board of Directors may grant a member of the Executive Management a one-off cash- or share-based bonus. The Board of Directors may elect to grant such bonus in the form of sign-on bonus, extraordinary bonus, as a retention bonus or as severance payment.  

  

    

    


5.2

In the event that a member of the Executive Management is granted an extraordinary incentive bonus, the value of the extraordinary incentive bonus may not exceed 100% of the member of the Executive Management’s annual fixed salary.

5.3

In addition to the above, members of the Executive Management are, subject to certain conditions, entitled to an extraordinary takeover retention bonus amounting to 12 months’ fixed salary, provided that they remain employed by the Company and are not under notice on the first anniversary following completion of a public takeover bid for the shares of the Company resulting in a change of control.

6

Termination and severance payment

6.1

Agreements with members of the Executive Management are generally entered into on an indefinite term. The notice of termination of employment is agreed individually with the members of the Executive Management and may not exceed 12 months’ notice for the Company and 9 months’ notice for the member of the Executive Management.

6.2

A member of the Executive Management may, if dismissal is not due to circumstances of the executive manager, be entitled to receive severance payments with a value of up to one year’s annual fixed salary. Notwithstanding the foregoing, the current CEO is, if dismissal is not due to circumstances of the CEO, entitled to receive severance payments with a value of up to two years’ annual fixed salary.  

7

Remuneration to the Company’s other employees

7.1

The Board of Directors has taken into account the terms of employment and remuneration of employees of the Company other than the Board of Directors and Executive Management.

7.2

Employees of the Company may be offered to participate in long-term incentive programs supporting the same objectives as those applied to the share-based incentive program of the Executive Management.

8

Deviation from the Remuneration Policy

8.1

In order to achieve the long-term interest of the Company, the Board of Directors may under special circumstances, on a case by case basis, deviate from the Remuneration Policy. Such deviations may include one-off bonuses in excess of the limits in 5.2, changes to the relative proportion of the remuneration components, including the upper limits to variable remuneration components, the vesting period of the long-term incentive program as well as changes to the term and termination provisions of agreements with Executive Management.

8.2

Any deviation shall be approved by the Board of Directors on the basis on a proposal from the Remuneration Committee. The Company’s remuneration report shall include a description and motivation of any deviations during the past financial year.

9

Approval process and conflicts of interest

9.1

The Board of Directors has established a Remuneration Committee. The Remuneration Committee prepares a proposal for a remuneration policy that is submitted to the

  

    

    


Board of Directors for approval. The Board of Directors submits the approved remuneration policy to the general meeting for approval.

 

9.2

The Board of Directors annually reviews the Remuneration Policy based on recommendation from the Remuneration Committee. If deemed necessary, the Board of Directors submits a proposal for a revised remuneration policy to the general meeting for approval.

9.3

The Remuneration Policy shall be submitted to the general meeting for approval at least every four years and upon any material amendments.

9.4

Remuneration to the Board of Directors is approved annually at the general meeting. Remuneration to the Executive Management is approved by the Board of Directors in accordance with the principles set out in this Remuneration Policy which is approved by the general meeting. Accordingly, the Board of Directors finds there to be little risk of conflicts of interest.

10

Remuneration report

10.1

The Board of Directors shall annually prepare a remuneration report which includes information on remuneration paid or due in the latest financial year to the Board of Directors and the Executive Management, including new and former members, both in an aggregate form and on an individual level.

10.2

The remuneration report shall be available on the Company’s website and be presented to the annual general meeting for an advisory vote.

 

11

Publication

11.1

The Remuneration Policy is available on the Company’s website, www.orphazyme.com.  

 

This Remuneration Policy has been adopted by the Board of Directors on March 1, 2021 and has been approved at the Company’s annual general meeting on March 25, 2021.