Notice to Convene the

Annual General Meeting of Shareholders

of Pharming Group N.V.

Pharming Group N.V. (the "Company" or "Pharming") invites its shareholders to the Annual General Meeting of Shareholders to be held on Tuesday, May 21, 2024 at 14:30 CEST (hereafter also the "AGM").

The AGM will be held as a physical meeting at the Corpus Congress Centre, Willem Einthovenstraat 1, 2342 BH in Oegstgeest, the Netherlands. Our shareholders are invited to attend in person. Alternatively, you may choose to follow the AGM through our live webcast. Please refer to the section 'Registration' (page 2) for more details.

AGENDA

  1. Opening and announcements
  2. Annual Report 2023 (voting and discussion items)
    1. Explanation of the business, the operations and the results for the year ending on December 31, 2023 (discussion item)
    2. Remuneration report for 2023 (advisory voting item)
    3. Corporate Governance (discussion item)
    4. Explanation of the dividend policy (discussion item)
    5. Proposal to adopt the financial statements for 2023 (voting item)
    6. Proposal to discharge the members of the Board of Directors (voting item).
  3. Adoption Updated Remuneration Policy for the Board of Directors (voting item)
  4. Reappointment Non-Executive Directors (2 separate voting items)
    1. Proposal to reappoint Ms. Barbara Yanni, upon binding recommendation of the Board of Directors, as Non-Executive Director, for a period of four years.
    2. Proposal to reappoint Mr. Mark Pykett, upon binding recommendation of the Board of Directors, as Non-Executive Director for a period of four years.
  5. Designation of the Board of Directors as the Company's body, authorized to: (i) issue shares, (ii) grant option rights and (iii) restrict or exclude pre-emptive rights (voting item)
    General authorization for generic corporate purposes, including (i) share issuances to the Board of Directors in accordance with the remuneration policy and the incentive plans for the CEO as approved by our shareholders, and (ii) issuances of shares and/or stock options to staff members under the applicable staff equity incentive plans, for a period of eighteen months, starting on May 21, 2024, up to 10% of the issued share capital.
  6. Authorization of the Board of Directors to repurchase shares in the Company (voting item) Proposal to authorize the Board of Directors for a period of eighteen months starting on May 21, 2024 as the Company's body authorized to resolve to repurchase not more than 10% of the issued capital through the stock exchange or otherwise.
  7. Any other business (discussion item)

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8. Closing

The agenda with the explanatory notes thereto, the 2023 Annual Report, the financial statements, the proposed new Remuneration Policy for the Board of Directors, and the other meeting information are available for inspection as of the date hereof at the office address of the Company and can be obtained free of charge from the Company's website (https://www.pharming.com/investors/shareholder- meetings).

RECORD TIME AND RELEVANT REGISTER

For this meeting, only the shareholders who, on April 23, 2024 at 18:00 CEST, after processing of all credit and debit entries and transfers (the "Record Time"), are registered in the registers administered by the intermediaries as referred to in the Section 1 of Securities Giro Transactions Act (each, an "Intermediary" and jointly "Intermediaries"), indicating who is entitled to such shares at the Record Time, are entitled to attend in person or via webcast. Should a shareholder attend the AGM via the live webcast, their votes can only be cast via proxy.

The sub-register designated for holders of registered shares that are not ordinary deposit shares (girale aandelen) is the share register of the Company at the Record Time.

REGISTRATION

This section sets out the procedure to be followed by shareholders to attend or vote at the AGM on May 21, 2024.

The AGM will be held as a physical meeting and our shareholders are invited to attend in person. Alternatively, you may choose to follow the AGM through our live webcast. Please note that only shareholders attending the AGM in person will be able to cast their votes during the meeting. All other shareholders are invited to file a proxy and register their voting instructions prior to the AGM, as further explained below in the section under the heading "Voting".

  • MEETING REGISTRATION BY HOLDERS OF LISTED ORDINARY DEPOSIT SHARES ("GIRALE AANDELEN")

Each holder of ordinary shares listed on Euronext who wishes to attend the AGM in person, should register via the ABN AMRO online portal using the following link: www.abnamro.com/evoting. Please make sure that your registration is completed by May 14, 2024 at 17:30 (CEST) at the latest.

Shareholders who have registered themselves via the ABN AMRO online portal will receive a registration certificate.

The Intermediaries are requested to provide ABN AMRO with an electronic statement, that includes the number of shares held on the Record Time by the shareholders concerned which have applied for registration, no later than May 15, 2024, at 14:00 (CEST) via www.abnamro.com/intermediary.

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REGISTRATION WEBCAST

A link to the live webcast will be available on our corporate website (www.pharming.com/investors/shareholder-meetings)on the day of the AGM.

The webcast will be broadcast in English. A live translated Dutch language broadcast will also be available as a service to our shareholders.

Shareholders who will follow the AGM through the live webcast and also wish to ask questions during the AGM, using the online chat function, should register their shares for the AGM via the ABN AMRO online portal (www.abnamro.com/evoting) and send an email to Pharming Group (using the email address: investor@pharming.com)by May 16, 2024, at 17:00 (CEST) at the latest. When emailing, shareholders should include a copy of their registration certificate. We will send these shareholders unique log-in details prior to the AGM.

Please note that shareholders following the AGM through the live webcast will not be able to cast their votes online, but are required to register their voting instructions prior to the AGM using the ABN AMRO portal, as further explained in the section "Voting" on the next page.

We kindly ask you to send us an e-mail at investor@pharming.comby May 16, 2024 at 17:00 (CEST) at the latest if you would like to change the indicated way of attending the meeting (i.e., in person instead of via webcast, or vice versa). Regretfully, in order to ensure orderly conduct of the AGM, we are not able to change your registration after that date.

  • MEETING REGISTRATION BY HOLDERS OF ADSs

Each registered holder of American Depositary Shares listed on Nasdaq representing ordinary shares of the Company ("ADSs"; the registered holders of the ADSs hereafter being referred to as "Holders of ADSs") is entitled to vote on the resolutions on the AGM's agenda as set out in the section 'Voting' of this Notice to Convene, subject to the terms and conditions of the ADSs, including the provisions of the Deposit Agreement.

  • MEETING REGISTRATION BY HOLDERS OF NON-TRADED SHARES

A holder of non-traded shares (i.e., shares that are registered in the share register of the Company and notincluded in a book-entry trading system) who wishes to participate in the meeting in person or to follow the AGM using the webcast, may apply in writing until May 14, 2024 at 17:30 (CEST) to the Company at the office address of the Company confirming their identity and the number of shares registered in their name at the Record Time. An email address where the shareholder can be reached should also be included.

These shareholders will receive an acknowledgement of receipt ("Acknowledgement of Receipt") by e-mail, and, if they wish to follow the webcast and ask questions online, an e-mail including a link to log-in to the AGM webcast on May 21, 2024.

SHAREHOLDERS ATTENDING IN PERSON

The meeting venue for the AGM will be the Corpus Congress Centre, Willem Einthovenstraat 1, 2342 BH in Oegstgeest, the Netherlands.

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Shareholders who have registered themselves for the AGM via the ABN AMRO online portal will receive a registration certificate. This will also be your admission ticket. Registered holders of non- traded shares (i.e., shares that are registered in the share register of the Company and notincluded in a book-entry trading system) will receive an Acknowledgement of Receipt.

You are requested to bring both your registration certificate (or, if applicable, the Acknowledgement of Receipt) and a valid ID (passport, identity card or driver's licence) for your registration at the meeting venue. Failure to provide both documents on-site will unfortunately mean that we cannot give you access to the meeting room. Please report to the registration desk on May 21, 2024 by 14:15 (CEST) at the latest.

Shareholders who will attend the AGM in person, are entitled to vote and ask questions on the agenda items during the meeting. Details on the related procedure will be explained during the AGM.

The shareholders who attend in person are also invited to ask questions on the items on the agenda in advance of the AGM, as further explained in the section "Questions on the Agenda Items".

The above procedure applies mutatis mutandis to those who have statutory meeting rights other than shareholders, such as pledgees with voting rights.

VOTING

Shareholders who attend the AGM in person will be invited to cast their vote during the meeting on the decision items on the agenda.

If you are following the AGM via webcast, or if you will attend in person but wish to cast your vote beforehand, you are invited to submit a proxy prior to the AGM. To do that, we ask you to take one of the following two steps by May 14, 2024 at 17:30 (CEST):

1. register yourself for the AGM via the ABN AMRO online portal using the following link: www.abnamro.com/evotingand submit your voting instructions via the button "Give Voting Instructions".

Or

2. download the proxy form on Pharming's website:

(www.pharming.com/investors/shareholder-meetings), sign it and send the signed proxy, together with the registration certificate received following registration via the ABN AMRO online portal, or your Acknowledgement of Receipt for non-tradedshares, to the following e-mailaddress:investor@pharming.com, or to our office address: Darwinweg 24, 2333 CR Leiden, the Netherlands.

The Holders of ADSs that are registered holders of record at the close of business on April 23, 2024, will receive a Voting Instruction Card from the Depositary JPMorgan Chase Bank (the "Depositary"). If they wish to vote on the resolutions on the agenda of the AGM, they are requested to complete, execute and forward the Voting Instruction Card to the Depositary, in accordance with the instructions included on the card. For Beneficial Owners, voting is arranged by the DTC nominee/Broker via Broadridge. Beneficial Owners will be contacted by Broadridge to submit voting instructions, in accordance with the process and schedule to be outlined in the related notification.

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QUESTIONS ON THE AGENDA ITEMS

Shareholders or Holders of ADSs who have registered themselves for the AGM are invited to submit questions regarding the items on the agenda by sending an e-mail, summarizing the questions, to the following address investor@pharming.com by May 16, 2024, 17:30 (CEST) at the latest.

Shareholders who will attend the AGM in person are also entitled to ask questions during the meeting. There will also be a limited possibility for registered shareholders who follow the AGM via the webcast to ask questions related to the items on the agenda, by using an online chat function. Details on the related procedure and chat function will be explained at the start of the AGM. Shareholders who would like to ask questions online are requested to send us an e-mailatinvestor@pharming.com by May 16, 2024 at 17:00 (CEST) at the latest, including a copy of their registration certificate. We will send these shareholders unique log-indetails prior to the AGM. Shareholders who have not sent an e- mail by the identified date will not be permitted to ask questions online.

The Company intends to address all questions related to the agenda items during the meeting. The Chairperson of the AGM may decide to cluster questions, or to limit the number of questions, to ensure an orderly meeting. The questions that have been received by e-mail prior to the AGM will be answered first. Thereafter, questions received during the meeting will be addressed.

ANY OTHER QUESTIONS?

Should you have any further questions, please contact us at investor@pharming.com.

Leiden, the Netherlands, April 4, 2024

Board of Directors

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Attachments

Disclaimer

Pharming Group NV published this content on 03 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 April 2024 06:47:02 UTC.