Pharming N : Updated Remuneration Policy Board of Directors AGM 2024

Remuneration Policy for the Board of Directors

This Remuneration Policy was adopted by the General Meeting of Shareholders of Pharming Group N.V. (hereafter the" Company" or "Pharming") on May 21, 202411 December 2020(hereafter the "Remuneration Policy or "Policy") and outlines the remuneration structure for members of the Board of Directors of the Company. Accordingly, the Policy governs the remuneration of both the executive members (hereafter the " Executive Board Members") and the non-executive members (hereafter the " Non-Executive Board Members") of the Board of Directors.

This Policy refers to an undefined number of Executive Board Members and Non-Executive Board Members and any reference herein to multiple members is each time subject to the actual number of members as fixed from time to time in accordance with the Company's corporate governance practice. At the date of adoption of this Remuneration Policy only one Executive Director has been appointed.The Remuneration Policy is submitted for adoption to the General Meeting of Shareholders every four years. The previous Remuneration Policy for the Board of Directors was adopted by the General Meeting of Shareholders held on December 11, 2020, and entered into force with retrospective effect from 1 January 2020.

This Policy supports the continuous efforts of the Company aimed at improving the overall performance, facilitating growth and sustainable success and enhancing the other sustainable,long- term value and interests of the Company, as it has been designed to provide remuneration packages that are competitive to attract the required executive and non-executive talent and expertise for reaching these objectives in accordance with the Company's long-termstrategysustainable long-termstrategy. Pharming has a major presence in the complex US market and the majority of Pharming's current and future sales will continue to be generated in the US. In addition, American Depositary Shares, representing ordinary shares in Pharming, have traded on the Nasdaq Global Market ("PHAR") since 23 December 2020 and, therefore, Pharming isPharming also recently announced the launch of an ADR type 2 program, which will imply that the Company will becomea dual EU and US listed entity. As a result of the foregoing, this Policy is aimed to enable the Company to compete in a global market, including the challenging US labor market, for attracting both the required top talent to execute the Company's long-termstrategysustainable long-termstrategyand the required non-executive board expertise to effectively supervise such execution, creating long-term value and sustainable growth in the best interest of the Company and all of its stakeholders.

For Executive Board Members, the variable part of the remuneration is linked to the performance against a set of financial and non-financial targets that is consistent with and supportive of the aforesaid strategy and long-term interests of the Company. Risk alignment is also embedded in the target setting to promote sound and effective risk management. A consistent and competitive remuneration structure, which applies across the workforce, is another core principle to promote a culture of shared purpose and performance, focusing all Executive Board Members and all staff members on delivering on Pharming's mission, vision and strategy and creating long-term stakeholder value.

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The remuneration of the Non-Executive Board Members is not linked to the performance of the Company to ensure independence in the discharge of their supervisory tasks and responsibilities.

Company strategy

Pharming's vision is to become the leading global rare disease company of choice with a specific focus on transformative medicines in rare diseases. The Company's mission is to bring the unserved rare disease patients the solutions they need through its fully integrated and ongoing drug development and commercialization expertise.

Pharming creates long-term value by leveraging its core strengths in clinical development and rare- disease drug commercialization. To sustain longer-term additional growth, the Company has set the objective to transform its pipeline from sole dependency on its c1INH technology platform, with the majority of revenues generated from one geography, to a company with multiple commercialized products in multiple geographies generating revenues across key markets.

Additionally, Pharming aims to include a broader range of acquired and inlicensed technologies, as well as developing future indications for leniolisib (Joenja®).

Pharming is focused on improving treatment options for patients with life-altering conditions. The strategy is centred around three pillars of growth:

• Organic growth in HAE
• Organic growth in other indications
• Expansion of the pipeline supplemented by external opportunities

Activities of the Company to execute the growth strategy include:

• Commercialising its own products in the major markets, with RUCONEST® as its lead product at present.
• Where the product is partnered, assisting the partner to obtain the best value for RUCONEST® and patients by pursuing additional regulatory approvals and additional indications for the product.
• Developing leniolisib to FDA and EMA approvals.
• Evaluating external opportunities to enhance the product range and pipeline to enable better value from Pharming's resources.
• Development of RUCONEST® for additional indications: Acute kidney injury and pre-eclampsia.
• Developing new protein replacement treatments for Pompe disease and Fabry disease.
• Development of more convenient dosing forms of RUCONEST® (especially pain free or virtually pain free injection methods).

This Remuneration Policy is consistent with and supports the long-termstrategy of the Company. The Policy aims at distributing the strategy of the Company into (inter-)departmental Goals and Objectives, which lead to the personal objectives of Executive Board Members and employees.

The Policy will evolve over time, to align with Pharming's long-termstrategy, market practice and the interests of its stakeholders.

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Principles remuneration policy

The Policy is based on the following principles:

Executive Board Members

• The total remuneration packages of the Executive Board Members will enable the Company to attract and retain top talent in a competitive and global environment and to focus management and staff on creation of sustainable growth and added value.
• The level of total remuneration of the Executive Board Members (the sum of fixed, short term variable and long-term variable remuneration) is aligned with the position of the Company relative to the benchmark groups that are relevant to the Company (see page 5).
• A consistent and competitive structure is applied across the workforce to promote a culture of shared purpose and performance, focusing all Executive Board Members and all staff members on delivering on Pharming's mission, vision and strategy and creating long-term stakeholder value.
• The Policy is consistent with and promotes sound and effective risk management and does not encourage risk-taking that exceeds the level of tolerated risk of the Company.
• The remuneration structure ensures a proper balance between variable and fixed remuneration to attract, motivate and keep qualified Executive Board Members both in the EU and the USA.
• All (short-term and long-term) variable remuneration is performance related and never guaranteed. The total amount of remuneration for Executive Board Members is based on a combination of the assessment of the performance of the individual and the overall results of the Company and when assessing individual performance, quantitative (financial) criteria and qualitative (non-financial) criteria are taken into account.
• The metrics used to calculate (pools of) variable remuneration components include (adjustment for) all relevant types of current and future risks.
• The assignment or payment of variable remuneration should not adversely affect the financial situation of the Company (in terms of solvability, liquidity, profitability) in a significant matter.
• Executive Board Members who leave the Company or have given notice to leave the Company before any variable remuneration payment is made, shall forfeit full or pro-rata entitlement to that payment, unless expressly provided otherwise in this Policy.
• Payments related to the early termination of a contract reflect performance achieved over time and are designed in a way that does not reward failure. This does not preclude termination payments in situations such as early termination of the contract due to changes in the strategy of the Company, or in merger and/or takeover situations or when the termination payment is set in a legal (court) proceeding.

Non-Executive Board Members

• The total remuneration packages of the Non-Executive Board Members will enable the
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Company to attract and retain the required non-executive board expertise in a competitive and global environment, including the EU and the US, in view of the Company's growth and its sustainable long-termstrategy and ambitions,ensuring a solid focus on creating sustainable growth and added value in the best interest of the Company and all of its stakeholders.

• The remuneration is fixed and not linked to the performance of the Company.

Governance

Executive Board Members

The remuneration packages for Executive Board Members are determined by the Board of Directors, without the participation of the Executive Board Members, within the restrictions set by this Policy as adopted by the General Meeting of Shareholders. Arrangements in the form of shares or rights to subscribe for shares are subject to the approval of the General Meeting.

Within the restrictions of this Policy, the Board of Directors may exercise discretion in the execution of the Policy, each time upon proposal by the Remuneration Committee and without the participation of the Executive Board Members, including but not limited to:

• determining and adjusting the fixed salary amounts, for Executive Board Members;
• determining, and if necessary substituting, the companies for the peer group used for an assessment of the remuneration levels or for the Total Shareholder Return (TSR) as part of the LTIExecutive LTI Planin accordance with the related provisions of this Policy;
• adopting the Company targets;
• adopting the personaltargets regarding both the annual (short-term) and the long-term variable remuneration for Executive Board Members, including the related weightings;
• the payout of variable remuneration;
• takinghe necessity to takeex ante or ex post measures with regard to the variable remuneration (malus and clawback).

In addition, in case of new appointments of Executive Board Members, both in case of an internal appointment or an external hire, the Board of Directors, without the participation of the Executive Board Members, may also consider applying some of the following items:

• Depending on the date of appointment, (a) for the individual annual target bonus, to set pro-rata targets and amount over the first (partial) year; and (b) for the LTILTI Executive Plan, to set a pro rata grant size or make the first grant of shares at the first possible moment following appointment;
• In case of internal promotions, to continue to honor commitments made prior to the appointment as Executive Board Member;
• In case of external hires: to grantaward cash orshare-basedsign-on awards, if and to the extent necessary (and therefore, like-for-like)to cover compensation that the new appointee forfeits by leaving a previous employer, applyingincluding, inter alia, similar vesting conditions as were applicable with the previous employer. The Board is also entitled to grant the new appointee a sign-onaward in cash, if and to the extent necessary (and therefore, like-for-like)to compensate the value of a short-termincentive plan providing for a pay-outin cash, that is in effect for the year in which the new appointee resigns to be appointed by the Company and that is forfeited

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due to that resignation. The awards,shall beprovided that the award isdisclosed as part of the proposal for appointment to the General Meeting of Shareholders;

• To offer alternative benefits such as pensions or insurances with a n equivalentvalue aligned with similar benefits offered to Pharming's staff members in the jurisdiction where the relevant Executive Board Member is residing, or, if there are no Pharming staff members in that jurisdiction, with benefits that are common in that jurisdiction according to a benchmark report obtained from a recognized third party reward expertin an international context;and
• to compensate any double taxation or social security costs.

The Board of Directors, without the participation of the Executive Board Members, may, upon recommendation of the Remuneration Committee, temporarily derogate from the Remuneration Policy for Executive Board Members in exceptional circumstances, in accordance with principles of reasonableness and fairness..Exceptional circumstances are circumstances in which deviation is, in the opinion of the Board of Directors, necessary to serve the long-termprospects and sustainability of the Company. Such circumstances may include, amongst others, the following situations:

1. The Short-term Incentive plan and/or Long-Term Incentive Plan for Executive Board Members: adjust the weightings of the respective targets, if (i) a decision to that effect is adopted at the start of a new performance period and (ii) deemed necessary by the Board of Directors to ensure the effective execution of the Company's long-term strategy; and/or
2. Adjustments in any of the remuneration elements as required due to changes in applicable, mandatory laws and regulations to ensure continued regulatory compliance.

Notwithstanding the foregoing, each deviation shall be carefully considered and be aligned with the main objectives and principles of the Policy, applying a consistent approach. The Board of Directors will disclose in the next Remuneration Report the deviations, if any, applied for Executive Board Members and the reasons therefor. The Board of Directors shall be required to submit a proposal to the next General Meeting of Shareholders to adopt the amendment to this Policy to incorporate the deviation due to a change in laws or regulations as identified sub 2) hereabove.

Any and all deviations of this Policy must be carefully considered and are limited to the remuneration elements of the Policy and may not extend to the described principles

. The Board of Directors will disclose in the next Remuneration Report the deviations, if any, applied for Executive Board Members and the reasons therefor.

Non-Executive Board Members

The remuneration of the Non-Executive Board Members is determined by the Board of Directors in accordance with this Policy as adopted by the General Meeting of Shareholders. Arrangements in the form of shares or rights to subscribe for shares are subject to the approval of the General Meeting.

The annual remuneration is based on the position an individual has in the Board of Directors, the Audit Committee, the Remuneration Committee and the Corporate Governance Committee.

Peer Group

The Remuneration Policy is based on the overarching principle that the average level of total remuneration of both the Executive Board Members and the Non-Executive Board Members is consistent with the position of the Company relative to the benchmark groups that are relevant to the Company.

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Pharming has set the objective to align itself with European best practices in the field of remuneration, but will also need to ensure that it meets the urgent need to remain competitive in the important US labor market to support Pharming's efforts to create long term value and to ensure sustainable growth in line with its strategy, as the Company has established a significant and still growing presence in the US. The US market accounted for more than 97% of sales generated by Pharming according to the 2023 Financial Statements. Accordingly, tThe peer group of the Company will each time consist of a group of European and US integrated and commercial stage listed companies active in Life Sciences. This peer group reflects the Company's operating areas and the markets most relevant in relation to the recruitment and retention of top talent. The Company has established a major and growing presence in the US and therefore the Company's remuneration structure and levels should ensure that it remains competitive both for relevant expertise in the EU and the critical US labor market to support Pharming's efforts to create long term value and to ensure sustainable growth in line with its strategy. The peer group also reflects the pursued US listing on Nasdaq, in addition to the current listing on Euronext Amsterdam.The names of the companies in the peer group are disclosed in the Remuneration Report.

With regards to the 2020 benchmark groups, the Company is positioned in the upper quartile of the EU benchmark group, with regards to revenues and profitability. For the US benchmark, the Company is positioned well into the top 50% in relation to revenues and profitability. The market capitalization of Pharming is 45% compared to the US peer group and 40% compared to the European peer group.

The Remuneration Committee periodically checks whether that the choice of peer group is still adequate or if it should be adapted. Every two years, a third party rewardn independentconsultant makes a market comparison (remuneration benchmark). The Remuneration Committee reports on the findings and, to the extent applicable, recommends changes to the Board of Directors. Changes to the peer group will be exceptional but are permitted if deemed necessary to continue to facilitate a solid comparison of the remuneration levels, for example for changes in business or the competitive nature of the companies involved. The Board of Directors (i) will ensure that the adjusted peer group remains aligned with the geographical spread, complexity and business characteristics of the Company and (ii) will explain the reason for the change in the next Remuneration Report.

Main features of the remuneration structure for the Executive Board Members

The remuneration packages of the Executive Board Members consist of:

1. Fixed remuneration: annual base salary;

1. Variable remuneration: the variable remuneration components are (a) an annual bonus in cash as a percentage of the fixed component (short-term incentive) and (b) a (share- based) long-term incentive;

1. Others: contribution pension premiums, travel allowance and holiday allowance.
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This gap is the result of the rapidly changing nature and complexity of the Company over the last couple of years, when it suddenly transformed from a chronic loss-making small biotech into an integrated profitable bio-pharmaceutical organisation with own commercialisation operations in both the US and EU and ongoing forward integrating into manufacturing. Hence, as a one-offcatch-up with the changed nature and complexity of the Company, the individual fixed remuneration of the Executive Board Members is permitted to be increased to bridge the gap divided into benchmarked annual stages until the end of 2023, subject to continued (overall) satisfactory performance by the relevant Executive Board Members.

The annual Remuneration Report shows a visualization of the five-year development of the remuneration of the respective Executive Board Members versus company performance and the evolution of the average employee salaries.

1. Variable remuneration

The performance of each Executive Board Member is reviewed annually by the Board of Directors, without the participation of the Executive Board Members, based on a set of financial and non-financial targets that are aligned with the Company's long-termstrategysustainable long-termstrategy, in accordance with the outline in Attachment I to this Policy (as incorporated herein by reference).

The outcome of this review is used to determine the entitlement to the short-term and long-term incentives, respectively. Additionally, the annual performance management cycle may lead to an increase of the fixed remuneration, if the higher salary is justified by higher levels of responsibility and/or changes in labour markets.

Short-term incentive: annual bonus (STI)

The Board of Directors, without the participation of the Executive Board Members, may upon proposal of the Remuneration Committee award individual Executive Board Members an annual bonus in cash (the "Short-Term Incentive" or "STI") based on personal performance and/or the achievement of predetermined financial and non-financialobjectives for a financial year, aligned with the Company's long-termstrategysustainable long-termstrategy.

The individual on-target bonus for the CEO is set at 70% of the gross annual salary and for other Executive Board members at 50% of the gross annual salary. The maximum annual bonus is capped at 140% of the gross annual salary.

STI target setting

The Board will set the targets for the STI for each financial year based on a proposal and recommendation by the Remuneration Committee.

At least 50% of the targets for the STI will be linked to financial performance. The Company is in the process of defining quantitative, measurable ESG measures, in preparation for the mandatory ESG reporting under the CSRD Directive as from the Annual Report 2025. These measurable ESG measures, once approved by the Board, will be integrated into the performance measures for the STI.

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The Remuneration Committee undertakes a thorough assessment to ensure that all targets to be submitted to, and to be adopted by, the Board of Directors for each annual STI are measurable, rigorous and sufficiently stretched in the context of potential remuneration generated.

80% of the annual bonus is related to company objectives, while the remaining 20% is related to individual performance objectives.

Attachment I to this Policy provides a (qualitative)noutline of the performance measures and weightings applied for the Short-Term Incentive (such attachment incorporated herein by reference). The Board of Directors may, upon proposal of the Remuneration Committee, decide to adjust the weightings to be applied for a specific financial year.

The STI scorecard that has been set for the Executive Board Member for a specific financial year, including the link of the targets to the strategy, the weightings for each of the targets and the way performance is measured (but excluding the KPIs), will be included upfront in the Remuneration Report published on the preceding year.

Vesting

Proposals on achievement of milestones and the potential award of a bonus under the applicable STI, are made by the Remuneration Committee towards the end of the yearand formally approved by the Board of Directors in the first meeting of the next year, but in any case prior to or on the date of approval of the Annual Report. The vesting results for each of the individual quantitative targets (KPIs) are calculated in accordance with the following table:

A maximum vesting result of 200% applies for each individual target.

The total vesting result on all targets, applying the respective designated weightings, is multiplied by the 'on target'-score (70% pay-out for the CEO, 50% pay-out for other Executive Board Members, if any) to calculate the total pay-out on the STI, up to the maximum of 140% of the annual base salary.

The Company will provide in the Remuneration Report a retrospective disclosure of actual performance against allthetargetstresholdsset for the preceding year.

In case of the termination of the membership of the Board as Executive Board Member, good leavers (as determined by the Board of Directors, without the participation of the Executive Board Members, upon proposal of the Remuneration Committee) will remain entitled to the pro-rata annual bonus for time served during the relevant year at the predetermined time (i.e. no accelerated award of bonus) subject to the achievement of the applicable performance measures and targets for the STI. The same arrangement applies in case of retirement and death of an the Executive Board Memberparticipant. Any other entitlement to the STI shall lapse. An Executive Board Member leaving Pharming cannot be a designated "Good leaver" if his/her membership of the Board is terminated at the Board's initiative because of fraud, a criminal offence, gross negligence or wilful misconduct by the relevant Executive Board Member.

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Long-term incentive (LTIExecutive LTI Plan)

Executive Board Members will participate in the Company's Long-Term Incentive planprogram

(ExecutiveLTI Plan). Under the LTIExecutive LTI Plan, (ordinary) shares are granted as a three-year program, subject to the achievement of predefined performance objectives and targets (applying a defined weighting) that have been set at the start of each three-year performance period, without any intermediate adjustments being permitted. Notwithstanding the outline of the Executive LTI Plan as set out in this section, the Board of Directors undertakes to ensure that dilution limits for Pharming due to the equity plans for staff and the Executive Board Member(s) will be prudently applied and that in any event grants of equity or equity rights under these equity plans will not result in Pharming exceeding 10% of all issued and outstanding shares of Pharming on a diluted basis.

The on-target value of the shares to be awarded annuallyunder the LTIExecutive LTI Plan for each next performance period of three years,is set at 300% of the gross annual salary for the CEO (representing 50% below the lowest quartile of the US benchmark group and just below the top quartile of the EU benchmark group)and 200% for other Executive Board Members (representing between 20 and 30% below the lowest quartile of the US benchmark group and just in the top quartile of the EU benchmark group). The number of shares is calculated with reference to the 20-dayVWAP prior to the start of the performance period. Maximum performance value of shares is set at 450%. These parameters have not changed compared to the Remuneration Policy adopted on 11 December 2020.

Target setting

The Board will set the targets for the Executive LTI Plan for each performance period of three years based on a proposal and recommendation by the Remuneration Committee. These targets will each time be a combination of Total Shareholder Return ("TSR"; 40% weighting) and strategic corporate objectives (60% weighting) for the three year performance period.

Attachment I to this Policy provides a (qualitative) outline of the performance measures and weightings applied for the Executive LTI Plan (such attachment incorporated herein by reference).

The thresholds and scores for the TSR component (40% weighting) are provided in the following table:

The peer group used to determine the TSR, as part of the targets applied for the LTI, is composed of the companies included in the EuronextAScXMX ("The AMXIndex)and the NASDAQ Biotechnology Index, represented by the IBB (as the most liquid NASDAQ Biotechnology Index ETF), respectively, equally weighted, at the time of determination. More details are provided in Attachment I to this Policy.

The Remuneration Committee periodically checks whether that the choice of peer group is still adequate or if it should be revised. The Remuneration Committee reports on the findings and, to the extent applicable recommends changes, to the Board of Directors. Changes to the peer group are permitted if necessary to continue to facilitate a solid share performance comparison, for example in

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