AGENDA
1. Opening and announcements
2. Annual Report 2020 (voting and discussion items)
a) Explanation of the business, the operations and the results for the year ending on 31 December
2020 (discussion item)
b) Remuneration report for 2020 (advisory voting item)
c) Corporate Governance (discussion item)
d) Explanation of the dividend policy (discussion item)
e) Proposal to adopt the financial statements for 2020 (voting item)
f) Proposal to discharge the members of the Board of Directors for their responsibilities (voting
item).
3. Appointment of new Non-Executive Directors (voting items)
Proposal to appoint, upon binding recommendation of the Board of Directors:
a) Jabine van der Meijs;
b) Steven Baert; and
c) Leonard Kruimer;
as new Non-Executive members of the Board of Directors with immediate effect for a period of
four years.
4. Re-appointment of the Executive Director and CEO (voting item)
Proposal to re-appoint Mr. Sijmen de Vries as Executive member of the Board of Directors, upon
binding recommendation of the Board of Directors, with immediate effect for a period of four years.
5. Re-appointment of the external auditor of the Company (voting item)
Proposal to re-appoint Deloitte Accountants B.V. as the external auditor of the Company for the
financial years 2021 and 2022.
6. 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 items)
6.1 general authorization for generic corporate purposes, including share issuances pursuant to staff
Equity Incentive plans (excluding the CEO and Non-Executive Directors), for a period of eighteen
months up to 10% of the issued share capital;
2/4
6.2 authorization, up to 10% of the issued share capital, for the financing of mergers or acquisitions
only.
7. Authorization of the Board of Directors to repurchase shares in the Company (voting item)
Proposal to authorize the Board of Directors or a period for a period of eighteen months starting
on 19 May 2021 as the body which is authorized, to repurchase not more than 10% of the issued
capital through the stock exchange or otherwise.
8. Any other business (discussion item)
9. Closing
The agenda with the explanatory notes thereto, the 2020 Annual Report, the financial statements and
the other meeting information are available as of the date hereof for inspection and can be obtained
free of charge at the office address of the Company shown below and from the Company’s website
(https://www.pharming.com/investors/shareholder-meetings)