Voor de geintreseerde hieronder de echte agenda.
Notice to convene the Annual General Meeting of Shareholders of Pharming Group NV To be held at the headquarters of Pharming Group NV (“the Company”), Darwinweg 24, 2333 CR Leiden, the Netherlands and organized by the Company on 27 May 2010 at 15.00 hours.
AGENDA
Opening and announcements
1. Annual Report for 2009 by the Board of Management, including implementation of Dutch
Corporate Governance Code
2. Adoption of Annual Accounts 2009 (voting item)
3. a) Discharge members Board of Management for their management in the financial year
2009 (voting item)
b) Discharge members Board of Supervisory Directors for their supervision of management
in the financial year 2009 (voting item)
4. a) Remuneration policy Board of Management (voting item)
b) Option schemes Board of Management (voting item)
5. a) Remuneration of the members of the Board of Supervisory Directors (voting item)
b) Restricted shares arrangements of the members of the Board of Supervisory Directors
(voting item)
6. Appointment auditor (voting item)
7. a) Designation Board of Management as company body authorised to (i) issue shares, (ii)
grant option rights and (iii) restrict or exclude pre-emptive rights (voting item)
b) Authorisation Board of Management to repurchase shares (voting item)
8. Any other business.
Closing
The agenda with explanatory notes thereto, the report of the Board of Management, the Annual
Accounts and other information, are available as of 10 May 2010 for inspection and can be
obtained free of charge at the office address of the Company mentioned below and at the
Company’s website (www.pharming.com).
Record Date
The Board of Management has determined that for this meeting those considered entitled to
vote and/or attend the meeting are those who on 20 May 2010 at 18.00 hours CET, after
processing of all debit entries and transfers (“Record Date”), are registered in one of the
(sub)registers designated by the Board of Management and who have registered in accordance
with that set forth hereinafter. Designated as (sub)register for holders of shares traded through
the administration/records of Euroclear Nederland ("Traded Shares") and other shares ("Nontraded
Shares") are respectively the administration/records of the institutions affiliated to
Euroclear Nederland by virtue of the Securities Transactions Act (“Wet giraal effectenverkeer”)
and the registration in the shareholders' register of the Company, all as per the Record Date.
PHARMING
Holders of Traded Shares
A holder of Traded Shares who wishes to participate at the meeting may apply via its bank in
writing until 20 May 2010 at 18.00 hours CET to Fortis Bank (Nederland) NV, Rokin 55, 1012 KK
Amsterdam, the Netherlands at which application a confirmation must be submitted of the
affiliated institution of Euroclear Nederland in whose administration that holder of shares is
registered, that the shares concerned were or shall continue to be registered in the name of that
holder up to and including the Record Date. The acknowledgement of receipt provided will be
valid as an attendance card to the meeting. Fortis Bank (Nederland) NV shall arrange for
deposit of these applications at the office address of the Company.
Holders of Non-Traded Shares
A holder of Non-Traded Shares who wishes to participate at the meeting may apply in writing
until 20 May 2010 at 18.00 hours CET to the Company at the office address of the Company
confirming that the number of shares registered in its name shall continue to be registered in its
name up to and including the Record Date. The acknowledgement of receipt provided will be
valid as an attendance card to the meeting.
Proxy and instruction to vote
If Shareholders wish to have themselves represented by proxy – without prejudice to the
application requirements set forth here above – a power of attorney to that effect must have
been received by the Board of Management ultimately on 25 May 2010 at 09.00 hours CET at
the office address of the Company. Without prejudice to that determined here above as
concerns the application, Shareholders, who will not attend the Shareholders’ meeting either in
person or by proxy, may grant a proxy and instruction to vote to a person to be designated by
the Company. For the granting of a proxy and instruction to vote, Shareholders are required to
use a form, which must be requested from the Company, T: +31 (0)71 52 47 195, F: +31 (0)71
52 47 445). The form can also be downloaded from the Company’s website. The form
completed by the Shareholder must have been received by the Company ultimately on 25 May
2010 at 09.00 hours CET at the office address of the Company (Darwinweg 24, 2333 CR
Leiden, the Netherlands).
Participation in the meeting can be made dependant of identification of the participants.
Leiden, the Netherlands, 10 May 2010
Board of Management