Pharma Mar : Announcements and agreements of shareholders general meetings

CNMV‌

Markets Directorate General C/ Edison núm. 4

28006 Madrid

Colmenar Viejo (Madrid), May 26, 2017

Pursuant to article 228 of the restated text of the Securities Market Law, we hereby inform you of the following SIGNIFICANT EVENT:

According to Board's decision adopted today, Pharma Mar has agreed to convene General Shareholders Meeting to be held at Instituto Ferial de Vigo (IFEVI), in Avda. del Aeropuerto, 772, Cotogrande -36318- Vigo, (Pontevedra), on June 29th, 2017 at 12:00 p.m. at second call since it is not predictable to meet the quorum required to hold the meeting at first call, scheduled for June 28th, 2017 at 12:00 p.m., at the same location. Attached hereto is the notice of call of said Shareholders Meeting, which is posted today on the Company's corporate website and that will be published in the newspaper "ABC" tomorrow.

Also attached are the proposed resolutions from the Board of Directors that will be submitted to said Shareholders Meeting. In addition, the Annual Financial Report, the Annual Corporate Governance Report and the Annual Report on Compensation of Directors for the year 2016 have previously been submitted to the National Stock Market Commission on February 23rd, 2017 and are available to the public at the website of such Commission and at Pharma Mar's corporate website.

Reports of directors related to items Three and Four of the Agenda and other mandatory documentation relating to next General Shareholders' Meeting are also made available to shareholders, on the terms set out in the notice of call.

Avda. de los Reyes, 1, Pol. Industrial La Mina, 28770 Colmenar Viejo (Madrid) Spain Ph.: +34 91 846 6000; Fax: +34 91 846 6001; www.pharmamar.com

The Board of Directors of PHARMA MAR, S.A. (the "Company") has resolved to call the Annual General Shareholders Meeting, to be held at Instituto Ferial de Vigo (IFEVI) located at Avda. del Aeropuerto, 772, Cotogrande - 36318- Vigo, (Pontevedra), on 29 June 2017, at 12:00 p.m., in second call, as it is foreseen that quorum will not be met in first call, which is also convened in this meeting notice at the same place and time, on 28 June 2017. The venue for the aforementioned General Meeting has been selected by the Board of Directors in accordance with the provisions of Article 22 of the Company's Corporate Bylaws.

The General Meeting will discuss and approve, as the case may be, the following resolutions:

1. ITEMS SUBMITTED FOR VOTING One.- To review and, as the case may be, approve the Annual Financial Statements and Management Report of Pharma Mar, S.A. and its Consolidated Group for fiscal year 2016; the proposed allocation of earnings; and management by the Board of Directors during said period. Two.- To reappoint the Company's Statutory Auditors.

   Three.- To authorize the Board of Directors, in accordance with the provisions of Article 297.1.b) of the Spanish Capital Corporations Law (Ley de Sociedades de Capital), to increase share capital, within a maximum period of five years, if deemed convenient, by an amount equal to half of the current share capital, on a one-time basis or several times, in the manner and amount deemed appropriate, granting the power to exclude preemptive subscription rights, provided in all cases said right of exclusion shall be subject to a limit of 20% of the Company's share capital under the terms laid out in the proposed resolutions. To revoke and invalidate any unimplemented portions of Resolution Eleven of the General Shareholders Meeting held on 30 June 2015.

   Four.- To delegate to the Board of Directors the authority to: issue debentures, bonds, notes and other fixed income securities, both simple as well as exchangeable and/or convertible, as well as to issue warrants or other analogous securities; establish the criteria for determining the basis and methods of conversion and/or exchange and, in the latter case, to increase share capital by the necessary amount and exclude the preemptive subscription rights of shareholders (although this power to exclude preemptive rights shall be limited to 20% of the Company's share capital as set forth in the proposed resolutions); guarantee the issues of subsidiaries, revoking and invalidating any unimplemented portions of Resolution Twelve, passed by the General Shareholders Meeting held on 30 June 2015. Five.- To authorize the Board of Directors, with express power of substitution, to buyback treasury stock either directly or through Group companies. Six.- To approve a Free of Charge Stock Ownership Plan for fiscal year 2018 aimed at officers and employees of the Group who, having an indefinite contract and receiving variable compensation, meet more than half of their targets set for fiscal year 2017, up to a total maximum limit of 500,000 shares in Pharma Mar, S.A., to be delivered in implementation of this Plan. Seven.- To submit the Annual Report on Compensation of Directors of Pharma Mar, S.A. for fiscal year 2016 to an advisory vote (Art. 541.4 of the Spanish Capital Corporations Law). Eight.- To authorize the Board of Directors to interpret, remedy, supplement, implement, execute and develop the resolutions adopted by the General Meeting, both to record such resolutions in a public deed and to substitute the powers entrusted thereto by the General Meeting.
2. INFORMATIONAL ITEMS

In accordance with the provisions of Article 519 of the Spanish Capital Corporations Law, shareholders representing at least 3% of share capital may: (i) request that a supplement to this General Meeting notice be published, including one or more Agenda items, provided that the new items are accompanied by a justification or, as the case may be, a justified proposed resolution; and

(ii) submit justified proposed resolutions on topics included or to be included on the Agenda.

These rights may be exercised through attestable notice (which shall include the relevant documentation evidencing their status as a shareholder), which must be received at the registered offices of the Company (Avda. de los Reyes, 1, 28770 Colmenar Viejo, Madrid), addressed to the General and Board Secretary, within five days following publication of this meeting notice. The supplement referred to in section (i) above shall be published at least fifteen days before the date set for the General Meeting. The Company shall also ensure that all such proposed resolutions as referred to in paragraph (ii) above, as well as any accompanying documentation, if any, are sent to the remaining shareholders in accordance with Article 518 d) of the Spanish Capital Corporations Law.

The shareholders are hereby informed that shareholders who, individually or collectively, hold at least 100 shares, may attend the General Meeting, provided their shares have been registered in their name in the appropriate book entry record five days before the General Meeting is set to be held and provided this is evidenced via the relevant attendance card or certificate issued by any of the entities participating in Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A. (IBERCLEAR), or in any other manner permitted by the regulations in force.

Every shareholder with a right to attend the General Meeting in accordance with the provisions of the Corporate Bylaws may exercise such right by granting a proxy to any person, who does not necessarily have to be a shareholder. Proxies shall be granted in writing or, as the case may be, through long-distance communication, in accordance with the provisions of the Company's Bylaws and Board of Directors Regulations and shall be granted specifically for each Meeting, notwithstanding provisions of law applicable in the case of family representation or granting of general powers of attorney. In any case, for both voluntary and legal proxies, as well as for public proxy requests, only one proxyholder may be present at the General Meeting.

A proxy is always revocable. Personal attendance at the General Meeting shall have the effect of revocation.

If the represented shareholder issued instructions, the proxy shall cast their vote in accordance therewith and shall be required to save said instructions for a period of one year from the date the General Meeting was held.

Proxies may represent more than one shareholder, subject to no restriction on the number of shareholders represented. When a proxy represents various shareholders, the proxy may cast votes in a different direction when so required based on the instructions provided by each of the shareholders.

In any case, the number of shares represented shall be included for the purposes of establishing the valid quorum of the General Meeting.

In the case of public proxy requests, the document granting the proxy shall include or attach a copy of the agenda, as well as the request for instructions on exercising the voting right and an indication of the direction that the proxy shall vote in the event that specific instructions are not provided. A public request shall be deemed to exist when one single person holds a proxy for more than three shareholders.

Such delegation may also include items that, although not included on the agenda in the meeting notice, may be addressed at the meeting as permitted by law.

If no voting instructions are available due to the fact that the General Meeting is resolving on matters that by law do not have to be included on the agenda, the proxy shall cast the vote in the direction deemed most favorable to the interests of the shareholder represented thereby.

If the represented shareholder provided instructions, the proxy may vote in a different direction in the event of circumstances that were ignored at the time the instructions were sent and if voting with the instructions could harm the interests of the represented party.

In the last two cases, the proxy shall immediately notify the represented shareholder in writing, explaining the reasons for his/her vote.

If the proxy document received by the Company does not identify a proxy, the shareholder shall be deemed to have granted the proxy to the Chairman of the Board of Directors, to its Vice Chairman (or to its Deputy Vice Chairman, if any) or to the Board Secretary, in this order, in the event of absence or, if no instructions were provided in the proxy, of conflict of interest.