Orphazyme A/S: New share-based incentive programme

With reference to the offering circular (the "Offering Circular") published by Orphazyme A/S ("Orphazyme") on 6 November 2017, Orphazyme has today implemented a new long-term incentive programme (the "LTIP"). The LTIP has been implemented in accordance with Orphazyme's Remuneration Policy, including the guidelines for incentive pay for the Executive Management adopted at Orphazyme's extraordinary general meeting on 16 November 2017. 

Under the LTIP, the Executive Management as well as certain key employees of Orphazyme have subscribed for a number of shares ("Investment Shares") in connection with the Initial Public Offering (the "IPO") and admission to trading and official listing of Orphazyme on Nasdaq Copenhagen A/S ("Nasdaq Copenhagen") at the offer price (DKK 80). 14,875 Investment Shares were subscribed for in connection with the IPO. The Board of Directors may decide to offer other current or new employees of Orphazyme to participate in the LTIP.

The participants may be allocated a number of shares in Orphazyme ("Performance Shares") at a price per Performance Share of DKK 1 at the end of a vesting period of four years from today (being Orphazyme's first day of trading and official listing on Nasdaq Copenhagen). The number of Performance Shares shall be proportional to a potential increase in the price of Orphazyme's shares at the time of vesting compared to the offer price. The potential increase in the price of Orphazyme's shares will be calculated as the volume weighted average share price as quoted on Nasdaq Copenhagen during the 10 trading days preceding the vesting date. The maximum allocation of Performance Shares will be six (CEO) and four (CFO, CMO and CSO) times the number of Investment Shares subscribed for in connection with the IPO. Performance Shares will be allocated on a linear scale with maximum allocation triggered by an 80% increase in share price, whereas no Performance Shares will be allocated, if the price of Orphazyme's shares has increased 20% or less at the time of vesting. Among other things, vesting is also subject to the participants having maintained ownership of their Investment Shares and continued employment at the time of vesting. Based on the number of Investment Shares subscribed for in connection with the IPO, a total maximum of 69,500 Performance Shares may be granted at the time of vesting.

Further, the participants may also be allocated a number of shares in Orphazyme ("Matching Shares") at a price per Matching Share of DKK 1 in connection with the first anniversary of Orphazyme's admission to trading and official listing on Nasdaq Copenhagen. The number of Matching Shares shall be equal to the number of Investment Shares subscribed for in connection with the IPO and vesting will be subject to the participants having maintained ownership of their Investment Shares and continued employment at the time of vesting. Based on the number of Investment Shares subscribed for in connection with the IPO, a total maximum of 14,875 Matching Shares may be granted at the time of vesting.

The theoretical market value of the LTIP has been estimated at approximately DKK 3.9 million based on a Monte Carlo model with a four-year volatility estimate of 44.6% and an expected dividend yield of 0%. This implies an expected number of Performance Shares to be allocated of 12,711.

For further information on the LTIP, reference is made to the Offering Circular.

About Orphazyme

Orphazyme is a Danish biotech company with a late stage orphan drug pipeline, developing new treatment options for orphan protein misfolding diseases. The Company was founded in 2009 based on early scientific discovery in heat shock proteins ("HSPs"). Since inception, the Company has translated scientific discovery into a late stage clinical development programme. The Company is headquartered in Copenhagen and currently has 30 employees.

The Company focuses on severe and mostly fatal diseases with a high unmet need, and with a particularly strong commitment to neuromuscular diseases and a group of severe genetic diseases called lysosomal storage diseases. The Company plans to pursue development of its lead candidate through to registration in the EU and the United States after which launch and commercialisation is expected to be undertaken by the Company.

The lead candidate arimoclomol is in development as a potential treatment for four orphan diseases; two neuromuscular diseases, sporadic Inclusion Body Myositis ("sIBM") and Amyotrophic Lateral Sclerosis ("ALS"), and two lysosomal storage diseases, Niemann Pick type C ("NPC") and Gaucher disease.

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