pharm-2024-12-31-en

Our Behaviors

Self development

Leading people

Results orientation

Pharming Group N.V. Annual Report 2024 | 2

Contents

At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Contents



At a Glance	4

Chief Executive Officer's statement	5
Profile	6
Key figures 2024	14
Highlights 2024	15




Corporate Governance	46

Corporate Governance Statement	47
Board of Directors	54
Executive Committee	57
Report of the Board of Directors	60
Remuneration Report 2024	72



Strategy and Execution	16

Our strategy	17
Execution of our strategy	19






Sustainability (ESG)	92

General information	93
Environmental information	99
Social information	100
Governance information	104



Financial Performance	25

Financial review 2024	26
Outlook 2025	30
Information for investors and shareholders	31





Financial Statements	106

Consolidated financial statements	107
Notes to the consolidated financial statements	112
Company financial statements	159
Notes to the Company financial statements	161



Risk Management	32

Risk management and internal control	33
Risk factors	35
Strategic risks	36
Operational risks	39
Compliance and reputational risks	41
Financial and fraud risks	44


Other Information	169

Appropriation of result	170
Independent auditor's report	171
About Pharming	177
Glossary	191
References	194

Pharming Group N.V. Annual Report 2024 | 3

Contents

At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

About this report

Forward-looking statements

This 2024 Annual Report of Pharming Group N.V. and its

subsidiaries ("Pharming", the "Company" or the "Group") may

contain forward-looking statements. Forward-looking statements

are statements of future expectations that are based on

management's current expectations and assumptions and involve

known and unknown risks and uncertainties that could cause

actual results, performance, or events to differ materially from

those expressed or implied in these statements. These forward-

looking statements are identified by their use of terms and

phrases such as "aim", "ambition", "anticipate", "believe",

"could", "estimate", "expect", "goals", "intend", "may",

"milestones", "objectives", "outlook", "plan", "probably",

"project", "risks", "schedule", "seek", "should", "target", "will"

and similar terms and phrases. Examples of forward-looking

statements may include statements with respect to timing and

progress of Pharming's preclinical studies and clinical trials of its

product candidates, Pharming's clinical and commercial

prospects, and Pharming's expectations regarding its projected

working capital requirements and cash resources, which

statements are subject to a number of risks, uncertainties and

assumptions, including, but not limited to the scope, progress and

expansion of Pharming's clinical trials and ramifications for the

cost thereof; and clinical, scientific, regulatory, commercial,

competitive and technical developments.

In light of these risks and uncertainties, and other risks and

uncertainties that are described in Pharming's 2024 Annual

Report and the Annual Report on Form 20-F for the year ended

December 31, 2024, filed with the U.S. Securities and Exchange

Commission, the events and circumstances discussed in such

forward-looking statements may not occur, and Pharming's actual

results could differ materially and adversely from those

anticipated or implied thereby. All forward-looking statements

contained in this Annual Report are expressly qualified in their

entirety by the cautionary statements contained or referred to

in this section. Readers should not place undue reliance on

forward-looking statements. Any forward-looking statements

speak only as of the date of this Annual Report and are based on

information available to Pharming as of the date of this Annual

Report. Pharming does not undertake any obligation to publicly

update or revise any forward-looking statement as a result of new

information, future events or other information.

Directors report 2024 within the meaning of section

2:391 of the Dutch Civil Code

The following sections of this Annual Report form the directors

report within the meaning of section 2:391 of the Dutch Civil

Code: At a Glance, Strategy and Execution, Financial Performance,

Risk Management, Corporate Governance and Sustainability

(ESG).


At a Glance
Chief Executive Officer's statement	5
Profile	6
Key figures 2024	14
Highlights 2024	15

Pharming Group N.V. Annual Report 2024 | 5

Contents

At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Chief Executive Officer's statement

Building a leading global rare disease biopharma company

I am delighted to have been appointed as CEO of Pharming

and am deeply excited for the opportunities that lie ahead.

The strength of the 2024 financial results, with record

RUCONEST® revenue and strong Joenja® (leniolisib)

growth, is testament to Pharming's momentum.

We ended 2024 on a strong note, growing total revenues by

21% to US$297.2 million and exceeding our revenue guidance

range of US$280-US$295 million. This achievement underscores

the continued importance of RUCONEST® in the HAE treatment

landscape as well as the solid commercial performance of Joenja®

in just its first full year of sales.

We enter 2025 with a number of ongoing regulatory reviews for

leniolisib as we prepare for launches in key markets and for

pediatrics. We also advanced our efforts to expand the

addressable patient population for leniolisib, with two Phase II

trials in additional primary immunodeficiencies, or PIDs, now

underway. The genetically identifiable PIDs indication and the

common variable immunodeficiency, or CVID, indication

represent significantly larger market opportunities than APDS,

with blockbuster revenue potential.

We are also strengthening our clinical pipeline with the recently

completed Abliva acquisition. This adds a value accretive potential

first-in-disease treatment for primary mitochondrial diseases,

KL1333, which has the opportunity to further transform

Pharming's growth trajectory as it too has blockbuster potential.

The acquisition aligns with our vision to become a leading global

rare disease company and is well aligned with our operational

capabilities. We are now moving to start the second wave of

patient recruitment for the pivotal FALCON clinical trial as soon

as possible.

Pharming's 2024 financial performance was also noteworthy,

with the company generating an operating profit and positive net

cash flows from operations in the last two quarters of the year.

This performance highlights the financial strength of our core

commercial business and we are committed to driving efficiency

as we grow.

Looking to 2025, we will continue to invest diligently to develop

our portfolio in the U.S. and Joenja® in key countries, to reach

more patients with APDS, and to progress the significant

opportunities in our R&D pipeline for PIDs and primary

mitochondrial diseases.

I firmly believe that Pharming is well-positioned to build on

this positive momentum and embrace a new cycle of growth,

delivering strong long-term value creation for our shareholders

and continuing our mission to serve the unserved rare disease

patients. I look forward to working with the Pharming team and

our stakeholders to make this a reality.

Fabrice Chouraqui

Pharming Group N.V. Annual Report 2024 | 6

Contents

At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Profile


Commercial products

	RUCONEST® - HAE
	2024 Revenues (in US$ Millions)
	252.2
	2023: 227.1 p 11%




	Total revenue
	Total (in US$ Millions)
	297.2
	2023: 245.3 p 21%

Pharming is a global biopharmaceutical company




	Joenja® (leniolisib) - APDS
	2024 Revenues (in US$ Millions)
	45.0
	2023: 18.2 p 147%

dedicated to transforming the lives of patients

with rare, debilitating, and life-threatening diseases.

We are commercializing and developing a portfolio of

innovative medicines, including small molecules and

biologics, to serve the unserved rare disease patient.

Our commitment to the rare disease community

requires us to be a sustainable partner for all

stakeholder groups including but not limited to

patients, employees, healthcare professionals,

third-party suppliers and partners, our shareholders,

and the wider society.

We are headquartered in Leiden, the Netherlands, with


Pipeline development

	Leniolisib for APDS
	Leniolisib for additional PIDs with immune dysregulation
	KL1333 for mtDNA primary mitochondrial disease


	426 employees in 9 countries

our U.S. headquarters located in Warren, New Jersey.

We are dually listed on the Euronext Amsterdam (PHARM)

and Nasdaq Global Select (PHAR) exchanges.

Pharming Group N.V. Annual Report 2024 | 7

Contents

At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Profile

Our business

Pharming's aim is to bring innovative medicines to

unserved rare disease patients globally.

Commercial products

RUCONEST® (C1 esterase inhibitor [recombinant])

Marketed for the treatment of acute HAE attacks

Our first commercialized product, RUCONEST®, is the

first and only recombinant C1 esterase inhibitor (rhC1INH)

protein replacement therapy approved for the treatment of

acute attacks in adult and adolescent patients with hereditary

angioedema (HAE). RUCONEST® is commercialized in the United

States, the European Economic Area, and the United Kingdom

through our own sales and marketing organization, and in the

rest of the world through our distribution network.

The United States is the largest market for RUCONEST®,

representing 98% of the product's 2024 revenues.

Joenja® (leniolisib)

The first and only approved disease modifying treatment

for APDS

Our second commercialized product, Joenja® (leniolisib),

is a small molecule kinase inhibitor approved for the treatment

of activated phosphoinositide 3-kinase delta (PI3Kδ) syndrome

(APDS), a primary immunodeficiency, or PID, in patients 12 years

of age and older. Joenja® is approved in the United States, the

United Kingdom, Australia and Israel and commercialized in the

United States through our own sales and marketing organization.

Pipeline development

Leniolisib

We have ongoing regulatory and clinical development efforts

to make leniolisib available to APDS patients of all ages globally.

We are also developing leniolisib for additional primary

immunodeficiencies, or PIDs, with larger patient populations.

To identify the PID patients who might benefit from leniolisib

we have initiated two Phase II studies. The first of these

studies is focused on genetically identifiable PIDs with immune

dysregulation linked to altered PI3Kδ signaling. The second

Phase II study includes patients with common variable

immunodeficiency, or CVID, with immune dysregulation identified

independently of genetics. The populations in these studies

represent a significantly larger market opportunity than APDS alone.

KL1333

In December 2024, we announced the proposed acquisition of

Abliva AB, which was completed in March 2025. Abliva's lead

product KL1333 is being studied in a pivotal clinical trial, with a

positive interim analysis achieved, in mitochondrial DNA-driven

primary mitochondrial diseases. This acquisition strengthens our

late-stage pipeline with a potential first-in-disease asset.

Business development

We continue to pursue a strategy focused on value-accretive

opportunities to grow our portfolio and pipeline in rare diseases.

Pharming Group N.V. Annual Report 2024 | 8

Contents

At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Profile

Commercial products

RUCONEST®

Our first commercialized product, RUCONEST®,


Stopped Attacks	Relief of symptoms
for at least 3 days2	in just one dose1
93%*	97%†
The most common adverse reactions (>=2%) reported in clinical trials were headache, nausea, and diarrhea.1

is the first and only recombinant C1 esterase inhibitor

(rhC1INH) protein replacement therapy approved for

the treatment of acute attacks in adult and adolescent

patients with hereditary angioedema (HAE).

RUCONEST® - a large molecule produced using the milk of

transgenic rabbits - is delivered intravenously and is immediately

and completely bioavailable to stop the progression of an

HAE attack. RUCONEST® has been shown to normalize C1INH

activity levels which are clinically relevant in HAE attack

treatment.1,2

By irreversibly binding to and deactivating several target

molecules, including coagulation factor FXII and the protease

kallikrein, RUCONEST® stops the production of bradykinin and

all other mediators and thereby stops the HAE attack.

With over 10 years on the key U.S. market, RUCONEST® has

* Based on a post hoc analysis of pooled data from the randomized controlled study and open-label

extension phases of 2 studies involving 127 patients aged ≥13 years who were treated with RUCONEST®

50 U/kg (max 4200 U) for acute attacks of HAE. Data for 72 hours were available for 68 of 127 patients.

† 9 of 10 patients achieved symptom relief with just one dose of RUCONEST® at 50 U/kg (n=44) in the

primary clinical study. In the primary clinical study, patients saw symptom relief in 90 minutes vs

152 minutes with placebo. In the extension study, symptom relief began in 75 minutes. 50 U/kg

(max 4200 U) in clinical studies (open-label extension phase, n=44 [170 attacks].

a legacy of trust with over 800 prescribing U.S. physicians.

RUCONEST® has been prescribed to more than 2,000 patients

with HAE worldwide.

Pharming Group N.V. Annual Report 2024 | 9

Contents

At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Profile

Joenja® (leniolisib)

Product status total_2024_Joenja_A_01.svg

Our second commercialized product, Joenja®, is a small

molecule kinase inhibitor for the treatment of activated

phosphoinositide 3-kinase delta (PI3Kδ) syndrome (APDS),

a rare primary immunodeficiency first characterized in

2013.3

Joenja® is the first and only treatment approved for APDS.

As a disease modifying therapy, Joenja® targets the root cause

of APDS, facilitating a balanced PI3Kδ pathway to improve the

underlying immune defect in APDS and the myriad of clinical

manifestations associated with the condition.4,5

Joenja® is approved and commercialized in the United States,

and was approved in the United Kingdom and Israel in 2024 and

Australia in 2025, for patients 12 years of age and older with

APDS. On March 13, 2025, the National Institute for Health and

Care Excellence (NICE) published positive final draft guidance

recommending Joenja® (leniolisib) for reimbursement and use

within the National Health Service (NHS) in England and Wales.

Reimbursement negotiations for leniolisib with the Ministry of

Health in Israel are also ongoing.

As of December 31, 2024, we had 96 APDS patients on paid

therapy in the U.S. and an additional five patients enrolled and

pending authorization. In addition, there are currently 188

patients in a leniolisib Expanded Access Program (compassionate

use), an ongoing clinical study, or a named patient program.

Based on available literature, Pharming estimates APDS

prevalence to be 1.5 patients per million.3,6 As of December 31,

2024, Pharming has identified over 880 diagnosed APDS patients

of all ages in global markets, including over 240 patients in the

United States.


Reduction in lymphadenopathy at 12 week5,7	Increase in naive B cells at 12 weeks7
46%*	37%†
The most common adverse reactions (incidence >10%) were headache, sinusitis, and atopic dermatitis.

We have several initiatives to support the diagnosis of APDS

patients, including a sponsored genetic testing program in the

U.S. and Canada, partnerships with several genetic testing

companies who undertake their own testing efforts, family testing

programs, and Variant of Uncertain Significance, or VUS,

resolution efforts to confirm which VUSs should be classified as

benign or pathogenic for APDS. Patients with disease causing or

pathogenic variants could be diagnosed with APDS and, therefore,

potentially be eligible for Joenja® treatment.

One in vitro high throughput screening study was completed in

the fourth quarter of 2024, identifying many novel variants

leading to PI3Kδ hyperactivity. Pharming is supporting clinical

genetics laboratories across the US to be able to use their

independent variant interpretation to reclassify variants and

issue amended genetic testing reports for any variants these

laboratories deem to be disease-causing.

We anticipate that these endeavors will lead

to the identification of new patients with APDS.

*Change in index lesions size was measured using log 10-transformed SPD of the largest lymph nodes

(maximum of 6) identified as per Cheson criteria on CT/MRI.

†In patients with <48% of naive B cells at baseline, the adjusted mean difference between Joenja® (n=8)

and placebo (n=5) in the percentage of naive B cells out of total B cells was 37.30 (95% CI: 24.06, 50.54),

p= 0.0002. The analysis excluded 2 patients from each treatment group due to protocol violations,

5 Joenja® patients and 3 placebo patients with >=48% naive B cells at baseline, 5 Joenja® patients with

no day 85 measure, and 1 Joenja® patient with no baseline measurement.

Pharming Group N.V. Annual Report 2024 | 10

Contents

At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Profile

Pipeline development

Pharming's rare disease pipeline addresses large

opportunities.

Pharming has filed for regulatory approval of leniolisib for

APDS in additional key markets and has ongoing clinical trials

to support regulatory filings for approval in Japan and for

pediatric label expansion.

We are also developing leniolisib for primary immunodeficiencies

(PIDs) with immune dysregulation linked to PI3Kẟ signaling in

lymphocytes, and for common variable immunodeficiency (CVID)

patients with immune dysregulation, which are both PID

populations demonstrating clinical similarities to APDS.

In December 2024, we announced the proposed acquisition of

Abliva AB, which was completed in March 2025. Abliva's lead

product KL1333 is being studied in a pivotal clinical trial, with a

positive interim analysis achieved, in mitochondrial DNA-driven

primary mitochondrial diseases. This acquisition strengthens our

late-stage pipeline with a potential first-in-disease asset.

We continue to pursue a strategy focused on value-accretive

opportunities to grow our portfolio and pipeline in rare diseases.

We discontinued development of OTL-105, an investigational

gene therapy for the treatment of hereditary angioedema (HAE),

in 2024.


Regulatory approvals in 2024	Clinical trials initiated in 2024
2	1

Product status total_2024_leniolisib.svg

Leniolisib for APDS: global regulatory filings

The current status of global regulatory submissions for leniolisib for the treatment of APDS is as follows:

European Economic Area (EEA)

Our Marketing Authorisation Application, or MAA, to the

European Medicines Agency, or EMA, for leniolisib as a treatment

for APDS in adult and pediatric patients 12 years of age and older

is under review. The EMA's Committee for Medicinal Products for

Human Use, or CHMP, has affirmed the positive clinical benefit

and safety of leniolisib, and has provided us an extension to

January 2026 to submit a response to one remaining chemistry,

manufacturing and controls, or CMC, request.

We are on track to complete the manufacturing activities

requested by the CHMP and to submit a response prior to this

deadline.

Additional markets

Regulatory reviews are ongoing for APDS patients 12 years of

age and older in Canada and Saudi Arabia. In Canada, Health

Canada recently granted us an extension to February 2026 to

respond to a request for additional CMC data, in line with the

EMA extension. We plan to respond in early 2026 and expect

a regulatory decision in 2026.

We also made progress on additional leniolisib submissions

for patients 12 years of age and older. We filed a regulatory

submission in Saudi Arabia in November 2024 and in South Korea

in March 2025. We also anticipate filing for regulatory approval

in Japan in mid-2025.

Pharming Group N.V. Annual Report 2024 | 11

Contents

At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Profile

Leniolisib for APDS: clinical trials

Clinical trials are ongoing to support APDS marketing

approval for leniolisib in Japan and pediatric label expansion:

Japan

An ongoing single-arm, open-label Phase III clinical trial in Japan

will evaluate the safety, tolerability, and efficacy of leniolisib in

three adult and pediatric patients 12 years of age and older

who have a confirmed APDS diagnosis. Patient enrollment in

this study is now complete. We completed an interim analysis,

after 12-weeks of treatment, for the Phase III clinical trial.

The study's safety and efficacy findings were in line with data

from the randomized controlled trial used to support approvals

in adult and adolescent APDS patients in the U.S. and other

countries, and support a regulatory filing with Japan's

Pharmaceuticals and Medical Devices Agency, or PMDA,

which is planned for mid-2025.

Pediatric use

In 2024, we progressed two pediatric clinical trials, for children

4 to 11 years of age and 1 to 6 years of age (utilizing an age

appropriate formulation), at sites in the United States, Europe

and Japan. The single-arm, open-label, multinational clinical trials

are evaluating the safety, tolerability, and efficacy of leniolisib in

children, who have a confirmed APDS diagnosis. The primary

efficacy endpoints and secondary endpoints of the studies

mirror those used to evaluate the clinical outcomes in the

previous leniolisib Phase II/III APDS trials for patients 12 years

of age and older.

On December 11, 2024, positive top line results were announced

for the Phase III clinical trial for children 4 to 11 years of age,

which has been evaluating leniolisib tablets in 21 children

with APDS.

Product status total_2024_leniolisib_B.svg



	“	This is the first data from a clinical trial for younger pediatric patients with APDS, who have a significant unmet need for a disease modifying treatment. More than a quarter of known APDS patients are below the age of 12, so having a potential treatment option for these patients who suffer from a progressive, serious condition could be very important. We look forward to initiating regulatory filings for these younger pediatric patients in 2025.”
		Anurag Relan, MD, Chief Medical Officer

The data are consistent with the improvements seen in the

previously reported randomized controlled trial in adult and

adolescent APDS patients. Global regulatory filings are planned to

begin with a U.S. supplemental new drug application, or sNDA, in

the second half of 2025.

In November 2023, the first patient was dosed in the Phase III

clinical trial for children 1 to 6 years of age and enrollment in

the study is continuing as planned. Eligible patients enrolled in

both of the pediatric trials will continue to receive leniolisib for

a year after the initial 12-week treatment period through an

open-label extension trial.

Pharming Group N.V. Annual Report 2024 | 12

Contents

At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Profile

Leniolisib for additional PID indications

Product status total_2024_leniolisib_PIDS.svg

Leniolisib for additional PID indications.jpg

We have identified and prioritized other indications where there

is significant unmet medical need and leniolisib has the potential

to deliver value for patients. PI3Kδ has been identified as an

important player in a variety of inflammatory and autoimmune

disease states, and leniolisib has demonstrated an attractive,

long-term efficacy, safety and tolerability profile in clinical trials

conducted in both healthy volunteers and APDS patients.

This provides a solid basis for our plans for the investigation

and investment in further leniolisib indications.

Primary immunodeficiencies (PIDs) with immune dysregulation

Leniolisib, by modulating PI3Kδ activity, could help in the

treatment of PID patients with immune dysregulation, positively

impacting clinical manifestations including lymphoproliferation,

autoimmunity and end-organ lympho-infiltrative disease.

PIDs with immune dysregulation linked to altered

PI3Kδ signaling

On October 10, 2024, we announced the start of a Phase II,

proof of concept, clinical trial evaluating leniolisib in 7 genetically

identifiable PIDs with immune dysregulation linked to altered

PI3Kẟ signaling in lymphocytes, with similar clinical phenotypes

and unmet medical need to APDS, with the first patient being

dosed on October 29, 2024. The PIDs included are ALPS-FAS8,

CTLA4 haploinsufficiency9, NFKB1 haploinsufficiency10 and PTEN

deficiency11, among others. Epidemiology suggests a combined

prevalence of approximately seven and a half patients per million

in this targeted PID population, compared to one and a half

patients per million for APDS.

The Phase II clinical trial is a single arm, open-label, dose

range-finding study to be conducted in approximately 12 patients.

The objectives for the trial will be to assess safety and tolerability,

Not to scale with population sizes

pharmacokinetic, pharmacodynamics, and explore clinical

efficacy of leniolisib in a PID population, with evidence of

elevated PI3Kδ signaling. The trial has been designed to inform

a subsequent Phase III program. On December 17, 2024, we

submitted a request for Fast Track Designation for leniolisib in

PIDs linked to PI3K signaling to the U.S. FDA which was granted

in February 2025.

Common variable immunodeficiency (CVID) with

immune dysregulation

CVID with immune dysregulation represents a much larger group

of PID patients, with their diagnosis identified independently of

genetics.

Based on available CVID epidemiology, and the current

understanding of CVID patients presenting with a similar clinical

phenotype to APDS, we estimate that the targeted population has

a prevalence of approximately 39 patients per million.

We engaged with the FDA and EMA on the CVID indication and

subsequently initiated a Phase II study for CVID patients with

immune dysregulation, with the first patient dosed in March

2025.

Pharming Group N.V. Annual Report 2024 | 13

Contents

At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Profile

KL1333 for mtDNA primary

mitochondrial disease

In December 2024, we announced the proposed acquisition of

Abliva AB, a biotechnology company, based in Lund, Sweden,

via a public cash offer to the shareholders to acquire all issued

and outstanding shares of Abliva, for approximately US$66.1

million. The acquisition was completed in March 2025. Abliva's

lead product KL1333 is being studied in a pivotal clinical trial in

mitochondrial DNA-driven primary mitochondrial diseases and

has the potential to significantly enhance our future growth

trajectory.

KL1333 is a potential first in disease therapy being studied in a

pivotal clinical study (FALCON) in adult patients with genetically

confirmed primary mitochondrial disease, or PMD, with

mitochondrial DNA, or mtDNA, mutations who experience

consistent, debilitating fatigue and muscle weakness (myopathy),

and reduced life expectancy.

PMD diagnoses can include MELAS-MIDD and KSS-CPEO spectrum

disorders as well as MERRF syndrome. The drug candidate is

intended for long-term oral treatment.

Over 30,000 patients diagnosed with mtDNA primary

mitochondrial disease would be potentially addressable by

KL1333 in the U.S., EU4 (France, Germany, Italy, Spain) and the

U.K., offering blockbuster potential for this product in the U.S.

alone.

KL1333 has shown positive clinical effects in a proof-of-concept

Phase Ib study, and a pre-planned interim analysis of

the ongoing pivotal FALCON trial demonstrating promising

differences over placebo in both alternate primary efficacy

endpoints passing futility.



	“	Our acquisition of Abliva adds KL1333, a potential first-in- disease treatment undergoing a pivotal clinical trial for mtDNA primary mitochondrial disease, to our high value rare disease pipeline. With over 30,000 addressable patients in the U.S., EU4 and UK, we are excited about the potential of this asset, which achieved a positive interim analysis in the registration trial.”
		Dr. Alexander Breidenbach, Chief Business Officer

KL1333 has received Fast Track designation in the U.S.

and Orphan Drug Designation for the treatment of PMD

in the U.S. and EU.

With the completion of the acquisition, we are now moving to

start the second wave of patient recruitment for the pivotal

FALCON clinical trial. We anticipate the

trial to read-out in 2027 with potential

FDA approval by the end of 2028.

Pharming Group N.V. Annual Report 2024 | 14

Contents

At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Key figures 2024


Financial information
(in millions US$)
Total Revenues	Overall cash* and marketable securities	RUCONEST® Revenues	Joenja® Revenues
297.2	169.4	252.2	45.0
2023: 245.3 p 21%	2023: 215.0 q (21)%	2023: 227.1 p 11%	2023: 18.2 p 147%
*Includes cash equivalents and restricted cash. US$30.4 million of the US$45.6 million decrease is due to convertible bond refinancing

Non-financial information
Headcount at the end of the year	Joenja® regulatory approvals**	Clinical trials initiated***	Clinical trials ongoing
426	3	2	4
2023: 415 p 2.65%
Joenja® approved in Australia in March 2025 *Phase II CVID clinical trial initiated in 2025

Pharming Group N.V. Annual Report 2024 | 15

Contents

At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Highlights 2024

February

• February 8: Recipient of the

BioNJ Innovator award.

April

• April 8: Completion of enrollment in pediatric clinical trial of

leniolisib for children 4 to 11 years of age with APDS.

• April 18: Announces the placement of €100 million

convertible bonds due 2029.

• April 19: Announces repurchase of the outstanding €125

million convertible bonds due 2025.

• April 30: Israel Ministry of Health granted Marketing

Authorization for Joenja® (leniolisib).

May

• May 8: Termination of the research & licensing agreement

with Orchard Therapeutics and discontinuation of the

OTL-105 program announced.

• May 21: Pharming AGM held. All proposals were approved,

including the reappointment of Ms. Barbara Yanni and

Dr. Mark Pykett as Non-Executive Directors.

• May 30: Pharming provided update on ongoing regulatory

review of leniolisib in the EU.

September

• September 25: Pharming granted

marketing authorization in the U.K.

for Joenja® (leniolisib).

October

• October 1: Pharming recognized as both a Gold and

Silver Winner in two categories at the 16th Annual

PM360 Trailblazer Awards.

• October 10: Pharming announces start of Phase II

clinical trial of leniolisib for primary

immunodeficiencies (PIDs) with immune

dysregulation.

December

• December 1: Ms. Inés Bernal joined

Pharming as Chief People Officer (CPO)

and became a member of the Executive

Committee.

• December 11: Pharming announces

positive top line data in pediatric clinical

trial of leniolisib.

• December 15: Pharming announces the

proposed acquisition of Abliva AB, with its

lead product KL1333 currently in a pivotal

clinical trial for mitochondrial DNA-driven

primary mitochondrial diseases.*

June

• June 8: Pharming

honored as Industry

Innovator at National

Organization for Rare

Disorders (NORD®)

2024 Rare Impact

Awards.

July

• July 16: 10-year

anniversary of

RUCONEST® U.S. FDA

approval.

*Acquisition of Abliva AB was completed in March 2025


Strategy and Execution
Our strategy	17
Execution of our strategy	19

Pharming Group N.V. Annual Report 2024 | 17

Contents

At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Our strategy

Our vision is to become a leading global rare disease

company with a diverse portfolio and presence in key

global markets, by leveraging proven and efficient clinical

development, supply chain and commercial infrastructure.

Pharming creates

sustainable long-term

value by leveraging its

core strengths in clinical

development and

rare-disease drug

commercialization.

We are leveraging our existing portfolio with a goal of delivering

continued short-term growth. Thanks to its unique profile and

many positive patient experiences, RUCONEST® is well positioned

to continue being a preferred on-demand treatment for HAE

attacks.

In APDS, we expect to continue to identify and enroll new

patients on Joenja®, supported by VUS resolution efforts,

and prepare for launches in key countries outside the U.S.

and expansion of the product label to the pediatric population.

We are investing in our long-term growth, with potential new

indications for leniolisib in PIDs with immune dysregulation

which could significantly expand the addressable patient

population. Our pivotal stage clinical program in primary

mitochondrial diseases brings another pipeline opportunity

with what we believe is large revenue potential. We will also

continue to assess value-accretive opportunities to broaden

our pipeline.

We believe these growth opportunities, combined with a focus

on organization efficiency, provide the foundation to realize our

vision, deliver sustainable value, and fulfill our mission to serve

the unserved rare disease patients.

Pharming Group N.V. Annual Report 2024 | 18

Contents

At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Our strategy

Our company culture

As a leading biopharmaceutical company, we focus on


Our Core Values
We care	We collaborate	We walk the talk

Everything we do is in the interest of our patients	Working together to achieve our goals	We do what we say and say what we do

We build strong relationships	We are committed to the team	We are aware of our impact
We innovate in the interest of patients	We pro-actively share information	We have a sense of urgency
We are dedicated to helping each other being successful	We keep our entrepreneurial spirit alive	We let integrity guide us

serving the unserved rare disease patient and bringing them the

solutions they need.

Together, we can achieve great things. By collaborating,

encouraging each other to go the extra mile and listen, assist

and support even when things get tough. Combining each other's

expertise leads to our continued growth, not only in size but also

in the impact we have on patients.

We are working together to create our future. It inspires us to

go above and beyond for our patients. It is important that

employees feel connected and engaged. Our Core Values and

Behaviors are therefore an essential part of our company

strategy.

Pharming Group N.V. Annual Report 2024 | 19

Contents

At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Execution of our strategy

Outlook 2024

In 2024, the Company anticipated:

• Total revenues between US$280 million and US$295 million

(14% to 20% growth), with quarterly fluctuations expected.

• Continued progress finding additional APDS patients in the

U.S., supported by family testing and VUS validation efforts,

and subsequently converting patients to paid Joenja®

(leniolisib) therapy.

• Increasing ex-U.S. revenues for leniolisib - from commercial

availability or through our Named Patient Program and other

funded early access programs in key global markets.

• Completion of leniolisib clinical trials to support regulatory

filings for approval in Japan and pediatric label expansion in

key global markets.

• Progress towards regulatory approvals for leniolisib in

the EEA, the U.K., Canada, Australia, and Israel.

• Initiate and advance a Phase II clinical trial for leniolisib

in PIDs with immune dysregulation linked to PI3Kδ signaling

to significantly expand the long-term commercial potential

of leniolisib.

• Continued operating cost investments to accelerate future

revenue growth. Our current cash on hand and the continued

cash flow from product revenues are expected to be sufficient

to fund these investments. No material cash burn is expected

prior to the impact of potential acquisition or in-licensing

transactions.

• Continued focus on potential acquisitions and in-licensing

of clinical stage opportunities in rare diseases. Financing,

if required, would come via a combination of our strong

balance sheet and access to capital markets.

No further specific financial guidance for 2024 was provided.

Pharming Group N.V. Annual Report 2024 | 20

Contents

At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Execution of our strategy

Execution 2024

In 2024, we executed on our strategic objective of building a

sustainable rare disease business by growing our total revenues

including RUCONEST® and Joenja®, broadening the

commercialization of Joenja® in the U.S. including efforts to find

additional APDS patients, increasing our ex-U.S. revenues, and

the continued development and management of our pipeline.

We made strong progress during 2024 on pipeline development,

including regulatory approvals and filings to bring leniolisib to

APDS patients outside of the U.S., clinical trials to support APDS

marketing approval for leniolisib in Japan and pediatric label

expansion, and the initiation of clinical development for leniolisib

in PID disorders with immune dysregulation representing a

significantly enlarged market opportunity beyond APDS.

In December 2024, we announced the proposed acquisition of

Abliva AB. This acquisition was completed in March 2025 and

broadened our pipeline with the addition of a development

program in an ongoing pivotal clinical trial for mitochondrial DNA-

driven primary mitochondrial diseases, a potential blockbuster

indication with a significant unmet medical need.



	“	Pharming has now obtained four country approvals for Joenja® for APDS, bringing us closer to our goal of becoming a leading global rare disease company dedicated to patient communities with unmet medical needs.”
		Anurag Relan, MD, Chief Medical Officer

Total revenues for the full year 2024 were US$297.2 million, a

21%, increase compared to US$245.3 million in 2023, exceeding

our guidance of US$280 million - US$295 million. This was driven

by record RUCONEST® revenue and strong Joenja® (leniolisib)

growth. Net cash flows used in operating activities was US$1.8

million for the full year 2024.

RUCONEST® sales

RUCONEST® continued to provide a strong source of cash flow for

the business, including funding leniolisib and pipeline development

and management. RUCONEST® revenues for the full year 2024

were a record US$252.2 million, an 11% increase compared to

2023, significantly above our expectation for mid-single digit

percentage growth. RUCONEST® ended the year on a strong note,

demonstrating significant strength in the fourth quarter of 2024,

with record revenues of US$79.7 million, a 9% increase compared

to the fourth quarter of 2023. This revenue performance

underscores the continued importance of RUCONEST® in

the HAE treatment landscape.

The U.S. market contributed 98% of 2024 revenues, while the EU

and Rest of World contributed 2%.

The strong RUCONEST® revenue growth in 2024 can be attributed

to strong U.S. performance in new physicians prescribing

RUCONEST®, new patient enrollments, and the total number of

patients, which together resulted in over 6% unit sales growth vs.

2023. New patient enrollments in 2024 were up 24% vs. 2023.

We also increased the RUCONEST® physician prescriber base by

11% during the year, in many cases adding previously unknown

HAE prescribers.

Commercialization of Joenja® (leniolisib) for APDS

Joenja® (leniolisib) received FDA approval in March 2023 for the

treatment of activated phosphoinositide 3-kinase delta (PI3Kδ)

syndrome (APDS) in patients 12 years of age and older, and first

commercial shipments to patients took place in April 2023. Since

launch, we have made strong and rapid progress transitioning a

significant percentage of the known eligible APDS patients in the

U.S. onto commercial therapy.

As of December 31, 2024, we had 96 APDS patients on paid

therapy in the U.S. and an additional five patients enrolled and

pending authorization, representing an increase of active patients

and continued progress enrolling and moving eligible patients to

paid therapy. Joenja® revenues were US$45.0 million for 2024,

the first full year of sales following launch in April 2023, a 147%

increase compared to 2023. The U.S. market contributed 90% of

2024 revenues, while the EU and Rest of World contributed 10%.

In total, there are currently 188 patients in a leniolisib Expanded

Access Program (compassionate use), an ongoing clinical study,

or a named patient program.

Pharming Group N.V. Annual Report 2024 | 21

Contents

At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Execution of our strategy

Our U.S. and global APDS patient finding efforts also progressed

during the year. As of December 31, 2024, we had identified over

880 diagnosed APDS patients of all ages in global markets,

including over 240 patients in the United States. We estimate

total prevalence of ~2400 APDS patients in our key markets.

We continued to advance several initiatives during 2024 to

diagnose additional APDS patients, including a sponsored genetic

testing program in the U.S. and Canada, partnerships with several

genetic testing companies who undertake their own testing

efforts, family testing programs, and Variant of Uncertain

Significance, or VUS, resolution efforts.

Our VUS resolution efforts are ongoing, including validation

studies with various laboratories to confirm which VUSs can be

classified as APDS. As results become available, patients with

validated variants could be diagnosed with APDS and, therefore,

potentially be eligible for Joenja® treatment.

We are aware of approximately 1,200 patients in the U.S. with a

VUS in the PIK3CD or PIK3R1 genes and are supporting validation

studies with various laboratories to confirm which of these

variants are pathogenic for APDS. Patients with disease-

associated variants would receive a molecular diagnosis of APDS

and, therefore, potentially be eligible for Joenja® treatment.

Based on data from Pharming's navigateAPDS sponsored genetic

testing program, PIK3CD and PIK3R1 VUSs are found at four times

the frequency of those mutations currently classified as

pathogenic / likely pathogenic for APDS.

Furthermore, a completed literature review and pilot study

resulted in 20% of VUS patients being reclassified to APDS,

suggesting that there could be a significant increase in the

number of APDS patients in the U.S. once those patients with

a VUS are reclassified.

As previously communicated, Pharming is supporting

independent research to evaluate large numbers of VUSs without

the need for additional patient testing. VUS resolution via high

throughput screening methods is an established approach that is

accepted as strong functional evidence for variant classification

by various expert organizations including the American College of

Medical Genetics (ACMG) and ClinGen (a National Institutes of

Health-funded resource).

One in vitro high throughput screening study was completed in

the fourth quarter of 2024, identifying many novel variants

leading to PI3Kδ hyperactivity. Pharming is now supporting

clinical genetics laboratories across the U.S. to be able to use their

independent variant interpretation to reclassify variants and thus

issue amended genetic testing reports for any variants these

laboratories deem to be disease-causing. We anticipate that

these endeavors will lead to the identification of new patients

with APDS.

We received regulatory approvals for leniolisib for patients 12

years of age or older in the U.K. and Israel in 2024 and in Australia

in 2025. During 2024, we advanced additional regulatory filings,

to bring leniolisib to APDS patients outside of the U.S and we also

made strong progress in our clinical trials to support APDS

marketing approval for leniolisib in Japan and pediatric label

expansion.

Leniolisib global regulatory filings for APDS

In the EEA, our Marketing Authorization Application (MAA) to

EMA for leniolisib as a treatment for APDS in adult and pediatric

patients 12 years of age and older is under review.

On May 30, 2024, we announced that we received an updated

List of Outstanding Issues, or LoOI, from the EMA's Committee for

Medicinal Products for Human Use, or CHMP, which affirmed the

positive clinical benefit and safety of leniolisib, in agreement with

the assessment by the Ad-Hoc Expert Group, or AEG, and included

one remaining chemistry, manufacturing and controls, or CMC,

request. The CMC request relates to the definition of regulatory

starting materials used in the manufacturing process for leniolisib.

As we are committed to meeting all of the CHMP's specific

requirements, additional data and quality controls were provided

and we proposed implementation of the CMC request post-

approval. The CHMP requested that this work be completed

pre-approval and has granted us an extension to January 2026

to submit a response. We are on track to complete the

manufacturing activities requested by the CHMP and to

submit a response prior to this deadline.

In the U.K., on March 12, 2024, we submitted a leniolisib MAA for

APDS patients 12 years of age and older with the U.K. Medicines

and Healthcare products Regulatory Agency, or MHRA, through

the International Recognition Procedure, or IRP, on the basis of

the U.S. FDA approval.

On September 25, 2024, the U.K. MHRA granted marketing

authorization for Joenja® (leniolisib) for the treatment of APDS

in adult and adolescent patients 12 years of age and older.

Joenja® was the first new medicine approved by the MHRA via

the IRP using the U.S. FDA as reference regulator. On March 13,

2025, the National Institute for Health and Care Excellence, or

NICE, published positive final draft guidance recommending

Joenja® (leniolisib) for reimbursement and use within the

National Health Service, or NHS, in England and Wales.

On April 30, 2024, the Israeli Ministry of Health granted

Marketing Authorization for Joenja® (leniolisib) for the treatment

of APDS in adult and pediatric patients 12 years of age and older.

Reimbursement negotiations for leniolisib with the Ministry of

Health in Israel are ongoing.

Pharming Group N.V. Annual Report 2024 | 22

Contents

At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Execution of our strategy

In March 2025, we received approval for Joenja® (leniolisib) from

the Australian Therapeutic Goods Administration, or TGA, for the

treatment of APDS in adult and adolescent patients 12 years of

age and older.

Regulatory review for APDS patients 12 years of age and older is

ongoing in Canada. In July 2024, we submitted a response to a

Health Canada Notice of Deficiency. We had ongoing interactions

with Health Canada which recently granted us an extension to

February 2026 to respond to a request for additional CMC data,

in line with the EMA extension. We plan to respond in early 2026

and expect a regulatory decision in 2026.

In Saudi Arabia, we submitted a New Drug Application for

patients 12 years of age and older to the Saudi Food & Drug

Authority, or SFDA, in November 2024, and expect a regulatory

decision in 2026 subject to the SFDA's reliance procedure with

the U.S. FDA.

On May 15, 2024, South Korea granted Orphan Drug Designation



	“	The initiation of this second Phase II clinical study outside the APDS indication is a substantial expansion of our work in primary immunodeficiency disorders. CVID patients with immune dysregulation have significant clinical unmet need, with no approved therapies, and represent a significantly larger patient population.”
		Anurag Relan, MD, Chief Medical Officer

for leniolisib in APDS. We submitted a New Drug Application for

patients 12 years of age and older to the Ministry of Food and

Drug Safety in South Korea in March 2025.

Leniolisib clinical trials for APDS

We completed an interim analysis, after 12-weeks of treatment,

for the Phase III clinical trial in Japan evaluating leniolisib for the

treatment of APDS in adult and pediatric patients 12 years of age

and older.

The study's safety and efficacy findings were in line with data

from the randomized controlled trial used to support approvals

in adult and adolescent APDS patients in the U.S. and other

countries, and support a regulatory filing with Japan's

Pharmaceuticals and Medical Devices Agency, or PMDA,

which is planned for mid-2025.

An approval decision would be expected in nine months based on

priority review of the application due to orphan drug designation,

or ODD, by the Ministry of Health, Labour and Welfare of Japan,

or MHLW, for the treatment of APDS.

In 2024, we progressed two global clinical trials in pediatric

patients with APDS 4 to 11 years of age and 1 to 6 years of age to

support global regulatory filings for pediatric label expansion.

On December 11, 2024, we announced positive top line results for

this Phase III clinical trial for children 4 to 11 years of age, which

has been evaluating leniolisib tablets in 21 children with APDS.

The data are consistent with the improvements seen in the

previously reported randomized controlled trial in adult and

adolescent APDS patients.

Global regulatory filings are planned to begin with a U.S.

supplemental new drug application, or sNDA, in the second half

of 2025. In November 2023, the first patient was dosed in the

clinical trial for children 1 to 6 years of age and enrollment in the

study is continuing as planned.

Leniolisib for additional Primary immunodeficiencies (PIDs)

with immune dysregulation

In December 2023, after receiving feedback from the U.S. FDA,

we announced the expansion of our rare disease pipeline with

plans to develop leniolisib for additional primary

immunodeficiencies (PIDs).

PIDs with immune dysregulation linked to altered PI3Kδ signaling

After study setup in 2024, on October 10, 2024, Pharming

announced the start of a Phase II, proof of concept, clinical trial

evaluating leniolisib in PIDs with immune dysregulation linked to

PI3Kẟ signaling in lymphocytes, with similar clinical phenotypes

and unmet medical needs to APDS. The first patient was dosed in

the study on October 29, 2024, and enrollment is progressing.

CVID with immune dysregulation

Additionally in 2024, we engaged with the FDA and EMA on

the CVID indication and subsequently initiated a Phase II study for

leniolisib in CVID patients with immune dysregulation, with the

first patient expected to be dosed in March 2025.

Pharming Group N.V. Annual Report 2024 | 23

Contents

At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Execution of our strategy

Pipeline development and management of additional rare

disease assets

Pharming announced in May 2024 that we had decided to

terminate the research collaboration & licensing agreement

with Orchard Therapeutics and discontinue the OTL-105 program.

Additional information regarding this program can be found

in the Pipeline Development section of this Annual Report.

Pharming's business development and licensing group seeks

partners whose mission and core values align with Pharming's

commitment to serve rare disease patients.

In December 2024, we announced the proposed acquisition of

Abliva AB. Abliva's lead product, KL1333, is being studied in a

pivotal clinical trial, with a positive interim analysis achieved,

in mitochondrial DNA-driven primary mitochondrial diseases.

On February 20, 2025, we announced ownership of shares and

voting rights in Abliva AB exceeding 90% and thereby initiated

the necessary activities to delist the Company from the Nasdaq

Stockholm exchange. Following delisting, we expect to be able

to start the second wave of patient recruitment for the ongoing

pivotal FALCON clinical trial for KL1333 for the treatment of

mtDNA-driven primary mitochondrial diseases. Pharming has

initiated a compulsory acquisition procedure in respect of the

remaining shares in Abliva under the Swedish Companies Act.

On March 3, 2025, Nasdaq Stockholm approved Abliva's

application for delisting and the last day of trading was on

March 17, 2025. With these events, the acquisition of

Abliva was completed.

Organizational update

Ms. Inés Bernal was appointed Chief People Officer, or CPO,

as of December 1, 2024, to lead the development, execution and

monitoring of Pharming's people and culture strategy, including

the oversight and management of all people- and culture-related

aspects across the global Pharming organization.

On October 24, 2024, we announced that Sijmen de Vries,

Executive Director and Chief Executive Officer, had informed

the Board of Directors that he would not be available for

reappointment at our next AGM. On January 21, 2025, we

announced that the Board of Directors had nominated

biopharmaceutical leader Mr. Fabrice Chouraqui to become

Pharming's Chief Executive Officer and Executive Director,

succeeding Mr. Sijmen de Vries.

Mr. Chouraqui was appointed for a term of four years at the

Extraordinary General Meeting of Shareholders (EGM) that took

place on March 4, 2025. Upon the appointment of Mr. Chouraqui,

Mr. Sijmen de Vries resigned from the Board of Directors.

To ensure a smooth hand-over of tasks and responsibilities,

Mr. de Vries will remain a strategic advisor to the new CEO

until December 31, 2025.

Sustainability (ESG)

In 2024, we continued to make progress with our sustainability

(ESG) program by taking key strategic actions to be in a position

to file our first mandatory ESG report for the year 2025 in

accordance with CSRD requirements and related ESRS reporting

standards. We are closely monitoring the evolving regulatory

landscape, particularly the European Commission's Omnibus

proposal, unveiled on February 26, 2025, which may lead to

significant changes to our sustainability reporting requirements.

Additional information regarding the ESG program can be found

in the section of this report titled Sustainability (ESG).

Pharming Group N.V. Annual Report 2024 | 24

Contents

At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Execution of our strategy

Objectives 2025

Our objectives for 2025 are to reinforce RUCONEST®'s position as

one of the cornerstone treatments for HAE, drive the uptake of

Joenja® and broaden the addressable patient population in APDS,

and shape an efficient and scalable organization to enable the

continued growth of our pipeline.

We are focused on finding additional APDS patients for Joenja®

in the U.S., supported by ongoing VUS resolution efforts, and

converting identified patients to commercial therapy. We are

planning for a commercial launch in the U.K. and will continue

to prepare for the commercialization of leniolisib for APDS in key

countries, while ensuring that the treatment is accessible across

geographies through early access programs.

We expect progress towards additional global regulatory

approvals for leniolisib for APDS and to submit regulatory filings

in Japan and for pediatric label expansion in key global markets,

which will contribute to future revenue growth.

To expand the long-term commercial potential of leniolisib,

we are advancing two ongoing Phase II proof of concept clinical

trials for leniolisib in PIDs with immune dysregulation.



	“	Looking to 2025, we will reinforce RUCONEST®'s position as one of the cornerstone treatments for HAE, drive the uptake of Joenja® in APDS, and shape an efficient and scalable organization to enable the continued growth of our pipeline”
		Fabrice Chouraqui, Chief Executive Officer and Executive Director

If approved, the genetically identifiable PIDs and CVID indications

will represent significantly larger market opportunities than APDS,

based on patient prevalence.

Following the acquisition of Abliva, we intend to advance the

ongoing pivotal FALCON clinical study for KL1333 in mitochondrial

DNA-driven primary mitochondrial diseases.

Our business development and licensing group will continue to

search for value-accretive opportunities to grow our portfolio

and pipeline in rare diseases.

Finally, we will continue advancing our sustainability (ESG)

program. So far, Pharming has been following a Corporate

Sustainability Reporting Directive (CSRD)-centered approach to

ESG reporting. We are closely monitoring the evolving regulatory

landscape, particularly the European Commission's Omnibus

proposal, unveiled on February 26, 2025, which may lead to

significant changes to our sustainability reporting requirements.


Financial Performance
Financial review 2024	26
Outlook 2025	30
Information for investors and shareholders	31

Pharming Group N.V. Annual Report 2024 | 26

Contents

At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Financial review 2024

RUCONEST®'s importance continued to be felt throughout

2024 as the Company increased the number of new

physicians prescribing RUCONEST®, new patient

enrollments and the total number of patients, which

together resulted in 6% unit sales growth vs. 2023.

RUCONEST® revenues in 2024 increased by 11% to

US$252.2 million, driven by revenue growth in the U.S.,

significantly above our expectation for mid-single digit

percentage growth.

Joenja® (leniolisib) received U.S. FDA approval in March 2023 for

the treatment of APDS in patients 12 years of age and older,

During the first full year of sales following launch in April 2023,

the Company continued progress enrolling and transitioning

eligible patients to paid therapy. Revenue for 2024, the first full

year of sales following launch in April 2023, was US$45.0 million,

a 147% increase compared to 2023. Research and clinical

development activities related to leniolisib were further focused

on advancing Japan and pediatric clinical trials for APDS, to

support regulatory filings and the start of the Phase II clinical trial

for leniolisib in PIDs with immune dysregulation to significantly

expand the long-term commercial potential of leniolisib

beyond APDS.

We further intensified our business development activities for

value-accretive opportunities to grow our portfolio and pipeline

in rare diseases, which resulted in the completion of the

acquisition of Abliva AB in March 2025. This strengthens our

late-stage clinical pipeline by adding KL1333 as a potential

first-in-disease treatment for mitochondrial DNA-driven

primary mitochondrial diseases.


	The key objectives for 2024 were:

	• To continue to execute on the commercial growth of RUCONEST® globally and Joenja® (leniolisib) for APDS in the U.S. • Focus on finding additional APDS patients in the U.S., supported by family testing and VUS validation efforts. • To continue preparing for the commercialization of leniolisib for APDS in additional geographies and seek to increase ex-U.S. revenues either from commercial availability or through funded early access programs. Expected revenue for Joenja® (leniolisib), if approved in markets outside of the U.S. and for pediatric patients, will contribute to further revenue growth.	• To make significant investments in the next indication for leniolisib with plans to initiate and advance a Phase II clinical trial in PIDs with immune dysregulation linked to PI3Kd signaling. In addition, the Company will continue to invest in the franchise, further evaluating the lifecycle management options of leniolisib for any additional new indications. • To search for viable acquisition and in-licensing clinical stage opportunities in rare diseases to bolster our pipeline both near- and long-term. These potential acquisitions and licensing agreements will be financed through a combination of positive cash flow from the RUCONEST® and Joenja® business and available cash from our strong balance sheet. If required, Pharming may access additional funding from the capital markets.



	“	We ended 2024 on a strong note, growing total revenues by 21% to US$297.2 million and exceeding our revenue guidance range of US$280-US$295 million. This achievement underscores the continued importance of RUCONEST® in the HAE treatment landscape as well as the solid commercial performance of Joenja® in just its first full year of sales.”
		Fabrice Chouraqui, Chief Executive Officer and Executive Director

Pharming Group N.V. Annual Report 2024 | 27

Contents

At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Financial review 2024

Financial review


Amounts in US$ million except per share data	2024	2023	% Change
Consolidated Income Statement
Revenues	297.2	245.3	21%
Gross profit	261.8	220.1	19%
Operating profit (loss)	(8.6)	(5.4)	59%
Profit (loss) for the year	(11.8)	(10.5)	12%
Consolidated Balance Sheet
Overall cash & marketable securities	169.4	215.0	(21%)
Share Information
Basic earnings per share (US$)	(0.018)	(0.016)	13%
Fully-diluted earnings per share (US$)	(0.018)	(0.016)	13%

In 2024, Pharming revenues increased by 21% to US$297.2

million. However, the operating loss increased from US$5.4

million in 2023 to US$8.6 million in 2024. Similarly, the net loss

increased from US$10.5 million in 2023 to US$11.8 million in

2024.

This section will further elaborate on Pharming's financial

performance in 2024.

Income statement

Revenues and Gross Profit

Total revenues for 2024 grew by 21%, reaching US$297.2 million,

compared to US$245.3 million in 2023. Total RUCONEST®

revenues were 11% higher at US$252.2 million, compared to

revenues of US$227.1 million for 2023. Joenja® revenues

amounted to US$45.0 million in 2024, a 147% increase compared

to 2023 (first sales commenced at the start of the second quarter

of 2023). This increase was primarily driven by an increase in

volume.

Cost of sales increased by 40% from US$25.2 million in 2023 to

US$35.4 million in 2024. Cost of inventories recognized as

expenses in 2024 amounted to US$25.6 million compared to

US$21.4 million in 2023. In addition to the higher unit sales

volume, the rise was primarily attributed to rising production

costs for RUCONEST®. The remainder of the increase in cost of

sales in 2024 mainly stem from one-off impairment charges on

inventory of US$4.8 million (2023: US$1.7 million) and royalty

payments to Novartis on Joenja® sales of US$4.9 million (2023:

US$2.1 million).

Gross profit increased by US$41.7 million, or 19%, to US$261.8

million for the year 2024. The primary driver for this increase was

higher sales volumes of RUCONEST® and Joenja®.

Other income

Other income decreased to US$2.2 million compared to US$23.3

million in 2023. Other income in 2023 was supported by the sale

of the Rare Pediatric Disease Priority Review Voucher (PRV) to

Novartis for a pre-agreed, one-time payment of US$21.3 million.

Pharming Pharming Group N.V. Annual Report 2024 | 28

Contents

At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Financial review 2024

Operating Profit (loss) and Other Operating Costs

For 2024, the operating loss increased to a loss of US$8.6 million

compared to a loss of US$5.4 million for the prior year.

This change was mainly due to the decrease in other income

and the expected increase in operating expenses from US$248.8

million in 2023 to US$272.6 million, offset by the above-

mentioned increase in gross profit in 2024. The increase in

operating expenses in 2024 was primarily related to a

combination of continuing investments in Joenja® in the U.S.,

launch preparation for leniolisib outside of the U.S., increasing

R&D investments to expand the addressable patient population

for leniolisib, and increased payroll expenses due to business

growth. Operating expenses in 2024 include one-off expenses,

totaling US$6.2 million, including expenses related to the full

impairment of the DSP facility at Pivot Park in Oss, the

Netherlands, amounting to US$5.1 million (2023: US$4.7 million).

Also contributing to the increase were legal and advisory fees

associated with the acquisition of Abliva AB, totaling US$1.1

million in the fourth quarter of 2024.

Operating Profit (loss) excluding one-time events

The 2023 operating expenses included milestone payments for

Joenja® of US$10.5 million in the second quarter and other

income included one-time proceeds from the PRV sale of US$21.3

million. When compared on a like-for-like basis, excluding these

one-time events in 2023, the operating loss decreased from

US$16.2 million in 2023 to US$8.6 million in the current year.

Finance income and expenses

The net finance result amounted to a gain of US$1.9 million

compared to a loss of US$6.3 million in 2023. This was

primarily driven by a fair value gain of US$7.0 million upon

the reclassification of the convertible bond-related derivative

to equity.

This fair value gain was a result of the decrease in value

of the option component classified as a derivative from issuance

until the physical settlement date of the newly issued convertible

bond. Further positive results stem from favorable EUR/USD

exchange rate developments, which led to a foreign currency gain

of US$2.0 million compared to a loss of US$3.0 million in 2023.

In addition, interest income from investments in marketable

securities, which commenced in the second quarter of 2023,

increased by US$1.2 million. These positive results were partially

offset by the negative fair value adjustments in the BioConnection

preference share of US$2.1 million (2023: US$0.9 million

negative), US$2.8 million higher interest expenses and fees of

US$1.2 million related to the 2024 issued convertible bond.

Income tax credit (expense)

Income tax credit (expense) shifted from a US$1.5 million credit

for the year ending December 31, 2023, to a US$3.3 million

expense for the year ending December 31, 2024. This tax expense

mainly results from the profits of Pharming in the U.S. being taxed

against a U.S. Federal and State combined tax rate of 27.96%,

while the losses in the Netherlands only partly result in an

offsetting tax credit, as the share-based compensation expenses

and losses in associates are generally non-deductible based

on Dutch tax law.

Net loss for the year

The Company had a net loss of US$11.8 million in 2024, compared

to a net loss of US$10.5 million in 2023. In addition to the support

in other income from the PRV and the milestone payments for

Joenja® in 2023, the change was mainly due to an increase in

gross profit, favorable EUR/USD exchange rate developments and

the fair value gain upon the reclassification of the convertible

bond-related derivative to equity, offset by an increase in

operating expenses, higher tax expenses and higher interest

expenses and fees on the 2024 issued convertible bonds.

Balance sheet

Intangible assets

In 2024, intangible assets decreased by US$10.2 million, from

US$71.3 million in 2023 to US$61.0 million in 2024. This decrease

primarily resulted from regular amortization (amounting to

US$6.3 million) and negative foreign currency effects (equivalent

to US$4.0 million).

The amortization relates to regular amortization of software,

the RUCONEST® licenses (U.S. and EU) and the Joenja® license.

The RUCONEST® license has a remaining amortization period of

13 years for the U.S. and 7 years for the EU. The Joenja® license

has a remaining amortization period of 12 years.

Property, plant and equipment

The value of property, plant and equipment decreased from

US$9.7 million in 2023 to US$7.8 million in 2024. This decline was

primarily driven by regular depreciation (US$2.3 million) and

negative foreign currency effects (US$0.5 million), partially offset

by capital expenditures (US$0.8 million).

Right-of-use assets

The right-of-use assets decreased from US$23.8 million in 2023

to US$16.4 million in 2024. This decline was primarily driven by

regular depreciation (amounting to US$3.9 million), negative

foreign currency effects (equivalent to US$0.9 million) and

the full impairment of the DSP facility at Pivot Park in Oss,

the Netherlands (totaling US$5.1 million).

The decrease in the right-to-use assets is partially offset by

additions of cars (US$2.4 million) and building remeasurements

(US$0.3 million). The 2024 building remeasurements were related

to adjustments in the existing right-of-use assets to account for

inflation-related higher lease payments.

Pharming Pharming Group N.V. Annual Report 2024 | 29

Contents

At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Financial review 2024

Investments

Investments decreased by US$6.2 million to US$4.2 million as of

December 31, 2024. This decline was primarily driven by the

disposal of the equity investment in Orchard of US$2.1 million

(following take-over), Pharming's share in the net loss of

BioConnection of US$1.1 million and US$0.6 million impairment

to equity value (accounted for using the equity method) and a fair

value decrease of US$2.1 million in the preference share in

BioConnection, carried at fair value through the statement of

profit and loss (FVTPL).

Inventories

Inventories decreased from US$56.8 million as of December 31,

2023, to US$55.7 million as of December 31, 2024.

Cash and cash equivalents and marketable securities

Cash and cash equivalents alone decreased by US$6.8 million to

US$54.9 million as of December 31, 2024. The cash and cash

equivalents position is managed in combination with the

marketable securities position.

The combined total of cash and cash equivalents, together with

restricted cash and marketable securities decreased from

US$215.0 million at year-end 2023 to US$169.4 million at year-

end 2024. This decrease was primarily driven by paid taxes of

US$15.6 million and the repurchase of the outstanding

convertible bonds amounting to US$134.9 million, offset by net

proceeds of US$104.5 million for newly issued convertible bonds.

Following negative operating cash flow in the first half of 2024,

the third and fourth quarter operating cash flows were positive,

also when adjusted for share based compensation.

Shareholders' equity

Shareholders' equity increased by US$2.3 million from US$218.8

million for the year ended December 31, 2023, to US$221.1

million for the year ended December 31, 2024. This increase was

primarily driven by transactions recognized directly in equity

relating to share based compensation and exercised options

(totaling US$13.9 million) and the recognition of the value

conversion rights of US$12.2 million related to the issued

convertible bond in 2024. These increases were offset by the net

loss of US$11.8 million and the other comprehensive loss of

US$11.9 million. The other comprehensive loss was primarily

driven by currency translation differences.

Convertible bond

The convertible bond position has decreased by US$56.0 million

to US$82.4 million at year-end 2024, moving from US$138.4

million as of December 31, 2023. This decrease was mainly driven

by the repurchase of the outstanding convertible bonds

amounting to US$134.9 million, offset by the initial recognition

of the newly issued convertible bonds for US$81.8 million.

The difference between the initial recognition of the newly issued

convertible bonds and the respective net proceeds of US$104.5

million relates to the initial value of the conversion option

component. Following a fair value gain of US$7.0 million until

the physical settlement date, the value of the conversion option

component was reclassified to equity. Subsequently, the value

of this equity component is not remeasured and amounts to

US$12.2 million, net of income tax effects, at December 31, 2024.

Lease liabilities

Lease liabilities decreased by US$3.2 million, moving from

US$33.1 million as of December 31, 2023, to US$29.9 million as

of December 31, 2024. This decrease was primarily driven by

monthly or quarterly lease payments of US$5.1 million and for the

most part offset by new leases (amounting to US$2.4 million).

Going concern

Pharming's 2024 financial statements have been drawn up on the

basis of a going concern assumption.

The 2024 year-end combined total of cash and cash equivalents,

together with restricted cash and marketable securities of

US$169.4 million is expected to fund the Company for more than

twelve months from the date of this report.

The Board of Directors anticipates further investments following

the Abliva acquisition and in the preparations of the launch of

leniolisib outside the U.S., started in 2024 and further expected

in 2025. These investments will continue to have a negative effect

on our profits. Consequently, the combined total of cash and

cash equivalents, together with restricted cash and marketable

securities may reduce during 2025 as the company invests in its

future. Revenue for Joenja® is expected to continue to increase

from 2025 onwards. The company remains confident in the

robustness of RUCONEST® sales, in the expansion of its pipeline,

and the addition of Joenja® for the treatment of APDS.

Presently, however, no further assurance can be given on either

the timing or size of future profits. In addition, in the event that

the Company needs to raise capital by issuing additional shares,

shareholders’ equity interests may be diluted as to voting power,

and their interests as to value will depend on the price at which

such issues are made. The Company sees no further need to raise

additional capital to support its current operations, but may

take an opportunity to do so in either equity issue or through

an expansion of the current convertible debt or to raise debt,

or through a combination of such instruments, to support an

acquisition or in-licensing of additional assets, if appropriate

terms can be obtained that are in the best interests of

shareholders.

Pharming Group N.V. Annual Report 2024 | 30

Contents

At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Outlook 2025

For 2025, the Company anticipates:

• Total revenues between US$315 million and US$335 million

(6% to 13% growth), with quarterly fluctuations expected.

• Total operating expenses not to exceed the prior year pre-

Abliva impact, and a preliminary estimate of US$30 million in

Abliva-related operating expenses, including research and

development and non-recurring transaction and integration

expenses.

• Significant progress finding additional APDS patients in the

U.S., supported by VUS resolution efforts and subsequently

converting patients to paid Joenja® (leniolisib) therapy.

• Increasing ex-U.S. revenues for leniolisib - driven by funded

access programs and commercial availability in the U.K.

• Progress towards additional regulatory approvals for leniolisib

for APDS patients 12 years of age or older, and submitting

regulatory filings in Japan and for pediatric label expansion in

key global markets.

• Advancing the two ongoing Phase II clinical trials in PIDs with

immune dysregulation to significantly expand the long-term

commercial potential of leniolisib.

• Advancing the ongoing pivotal FALCON clinical study for

KL1333 in mitochondrial DNA-driven primary mitochondrial

diseases.

• Continued identification of value-accretive business

development and licensing opportunities to develop

our portfolio and pipeline.

No further specific financial guidance for 2025 is provided.

Pharming Group N.V. Annual Report 2024 | 31

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At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Information for investors and shareholders

Share information

Pharming Group N.V. is listed on both Euronext Amsterdam

(symbol: PHARM) and on Nasdaq through a level-2 ADR

program where ADSs are tradeable (symbol: PHAR).

Pharming Group N.V.'s shares have been listed on Euronext

Amsterdam (symbol: PHARM) since 1999.

The shares (ISIN Code: NL0010391025) are only traded

through the book-entry facilities of Euroclear Nederland.

The address of Euroclear Nederland is: Herengracht 459-469,

1017 BS Amsterdam, the Netherlands.

ABN AMRO Bank N.V. is the paying agent with respect to the

shares. The address of the paying agent is: ABN AMRO Bank N.V.,

Gustav Mahlerlaan 10, 1082 PP Amsterdam, the Netherlands.

Pharming Group N.V.'s ADSs have also been tradable on

Nasdaq's Global Market (symbol: PHAR) since December 23,

2020. Each ADS (ISIN Code: NL0010391025) represents 10 of the

Company's ordinary shares of €0.01 nominal value ("Ordinary

Shares"). Level II listing is sponsored by J.P. Morgan Chase Bank

N.A. JP Morgan Chase Bank, N.A. (located at 383 Madison

Avenue, Floor 11, New York, NY 10179) acts as the depositary

and registrar for the ADSs representing our ordinary shares.

For further information please go to:

https://www.adr.com/drprofile/71716E105


Financial calendar 2025

	Publication of financial results for the first quarter of 2025
	Annual General Meeting of Shareholders
	Publication of financial results for the second quarter and first half of 2025
	Publication of financial results for the third quarter of 2025


Risk Management
Risk management and internal control	33
Risk factors	35
Strategic risks	36
Operational risks	39
Compliance and reputational risks	41
Financial and fraud risks	44

Pharming Group N.V. Annual Report 2024 | 33

Contents

At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Risk management and internal control

Risk management

Our risk management and internal control

systems make use of various measures including:

• Annual evaluation by the Board of Directors

on the goal and objectives achieved;

• Periodical updates to the Board of Directors

reviewing accomplishments relating to operations,

finance, commercial development, research and

development, business development, clinical

development, compliance matter, and investor

relations;

• Quarterly reporting and review of the financial

position and projections by the Executive

Committee to the Board of Directors;

• Periodic review meetings by the Executive

Committee with relevant managers;

• Annual, quarterly and monthly meetings and control

testing, incorporating financial and operational

objectives, cash flow forecasts and the evaluation of

business process activities;

• According to the Company's whistleblower policy,

each employee and any third-party may file a

complaint regarding actual or alleged irregularities

of a general, operational, fraud, ethical and financial

nature in relation to the Company and its subsidiaries,

including deviations from the Code of Conduct.

Pharming has a Code of Conduct that addresses the

key risks related to potential breaches of ethical

standards, which has been communicated and trained

to all employees and published on the Company's

website; and

• Regular meetings with the Audit Committee, the Board

of Directors and the Independent Auditor to discuss the

financial results, internal controls and procedures.

The Company maintains records and procedures

designed to:

• Accurately and fairly reflect the transactions

and disposition of the assets of the Company;

• Provide reasonable assurance that transactions,

receipts, and expenditures are recorded

accurately, completely and made by authorized

employees in accordance with IFRS accounting

principles; and

• Provide reasonable assurance of the prevention

or timely detection of unauthorized transactions,

or use and disposition of the Company's assets

that could have a material effect on the financial

statements.

and internal control

Risk management is integral to Pharming's strategy and to

the achievement of Pharming's long-term goals. Pharming's

Executive Committee is responsible for designing, implementing,

and operating the Company's risk management and internal

control systems. The Executive Committee is aware of the

importance of a comprehensive approach to risk management

and has developed a risk management and internal control

framework, incorporating Pharming's strategy and the Five

Components of the Committee of Sponsoring Organizations

of the Treadway Commission (COSO) framework.

Pharming Group N.V. Annual Report 2024 | 34

Contents

At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Risk management and internal control

Internal Controls

As previously disclosed, for the year ended December 31, 2023,

we identified material weaknesses in our internal controls over

financial reporting across each of the five components of the

COSO framework pertaining to our Entity Level Controls (control

environment, risk assessment, control activities, information and

communication, and monitoring) and accordingly, across our

business and IT processes.

Remediation of Prior Year Material Weaknesses

During the fiscal year ended December 31, 2024, we

implemented an intensive program to strengthen the internal

control environment and continued taking steps to execute our

remediation plan including the following measures, amongst

others:

• Performing a detailed risk assessment over all areas of

financial reporting, including the implementation of relevant

internal control procedures and the completion of our risk

and control matrices.

• Upgrading our financial systems and implementing

information technology general controls to actively manage

segregation of duties, strengthen access controls, while

maintaining other general IT procedures.

As such, the material weaknesses identified in prior years relating

to the Entity Level Controls and IT processes were effectively

remediated.

Current Material Weaknesses

Although mitigating measures were implemented during the year

ended December 31, 2024, and significant results were achieved,

we did not fully remediate all material weaknesses previously

identified, which gave rise to the following material weaknesses

in business process controls as of December 31, 2024:

• We did not maintain effective internal controls over the

corporate income tax process.

• We did not design and implement effective internal controls

over the process for complex, non-routine transactions with

a significant accounting impact.

2025 Remediation Plan

We are in the process of remediating the material weaknesses

identified including further developing and implementing formal

policies, processes, internal controls and documentation relating

to our financial reporting. Specifically, management plans to:

• Implement more robust internal control procedures for

reviewing corporate tax and complex, non-routine accounting

transactions. This may include modifications in how we utilize,

and review data received from third-party specialists

supporting these areas.

• Provide additional training and guidance for relevant

personnel performing internal control procedures, specific

to these areas.

As we implement these remediation efforts and continue to

evaluate and work to improve our internal control over financial

reporting, our management may determine that additional steps

or measures may be necessary to address and remediate the

material weaknesses. Management may also determine that it

is necessary to modify the 2025 remediation efforts depending

on the circumstances and Company needs. We cannot assure

you that these remediation efforts will be successful or that its

internal control over financial reporting will be effective in

accomplishing all control objectives at all times.

Management will continue to assess the effectiveness of these

remediation efforts in connection with its evaluations of internal

control over financial reporting.

Pharming Group N.V. Annual Report 2024 | 35

Contents

At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Risk factors

In 2021, our Enterprise Risk Management framework was

implemented and formal annual assessments began. We ensured

that the risk owners and the leadership team understood the

importance of timely risk identification, thorough assessment,

and effective risk management, through a variety of trainings.

During 2024, we continued to improve our Enterprise Risk


Risk Type	Strategic risks	Operational risks	Compliance and reputational risks	Financial and fraud risks
	We aim to deliver on our strategic ambitions and priorities and are willing to accept reasonable risks to achieve these.	We face operational challenges that may require management attention. Our objective is to avoid risks that could negatively impact our goal in achieving operational efficiency, while ensuring our quality standards are unaffected.	We strive to be fully compliant with our Code of Conduct as well as national and international laws and regulations of the countries in which we operate.	Our financial strategy is focused on a strong financial position and creating long-term value for our shareholders.
	The following risks are assessed in more detail in this Report:	The following risks are assessed in more detail in this Report:	The following risks are assessed in more detail in this Report:	The following risks are assessed in more detail in this Report:
Risks	• Inability to build portfolio and expand the pipeline • Limited or no approval by regulatory authorities • Inadequate coverage and reimbursement • Inaccurate planning and sales forecasts • Changes in pricing regulation by local governments	• Inadequate IT portfolio, IT recovery, and information security • Disruption in the end-to-end supply chain and/or product demand • Product quality issues • Inadequate performance by third-party R&D vendors	• Non-compliance with national and international laws and regulations • Non-compliance with pharmaceutical industry rules and regulations • Non-compliance with Sox Regulations • Non-compliance with ESG standards	• Enterprise value not recognized by investors • Inaccurate or fraudulent financial reporting • Insufficient liquidity • Fluctuations in FX rates
Residual Risk	•••••	•••••	•••••	•••••

Management assessment processes, as the risk landscapes

evolved. We have built on the foundations obtained through the

engagement of external advisors in 2022, and held interview

sessions with various Executive Committee members and their

teams to further identify, define, and assess Pharming's risk

landscape and overall risk appetite. Once the risks have been

defined and discussed, they are then scored for likelihood of

occurrence and impact should the risks occur, while factoring in

ongoing mitigation actions and future mitigation plans. The final

risk scores and rankings are then shared with the Executive

Committee and the Board of Directors.

To determine if a risk is acceptable, the Board of Directors, as well

as the Executive Committee, further discuss the nature of the

various risks to the business and the level of risks the Company

deems acceptable, with or without mitigation activity. Overall, the

risk assessments are based on our strategic goals, our business

principles, our policies and procedures, and taking into

consideration the highly regulated markets in which we operate.

Our risk appetite and approach to risk management differs by risk

type. As part of the risk assessment, inherent risk is calculated

which is a risk posed by an event before a company addresses it

(i.e., the risk to the company in the absence of any internal

business processes, controls, or other actions it might take to

either reduce the likelihood of the event or mitigate the severity

of its impact on enterprise value). The table below depicts the

residual risk after inherent risks have been reduced or eliminated

by risk controls.

Pharming Group N.V. Annual Report 2024 | 36

Contents

At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Strategic risks

Executive Committee members, as part of the Enterprise Risk

Management process, performed risk assessments over strategic

risks and highlighted the most critical risks in this report.

Inability to build portfolio and expand the pipeline

The development and commercialization of pharmaceuticals is

highly competitive. In particular, RUCONEST® - the first and only

recombinant C1 inhibitor protein replacement therapy that is

approved for the treatment of acute hereditary angioedema

(HAE) attacks - faces competition from other products used to

treat HAE. With the increase in prophylactic therapies from these

competitors, including the pending launches of both acute and

prophylactic oral treatments, RUCONEST® could experience

challenges to its market share.

In addition, Pharming might not be able to develop or obtain

other successful and profitable products due to increased

competition, challenges identifying patients with rare diseases or

challenges in the patient insurance market environment. The

latter may result in financial losses or an adverse impact on

business continuity. Other than Joenja® (leniolisib), approved for

APDS patients 12 years of age and older in the U.S, U.K., Australia

and Israel with additional regulatory reviews and development for

pediatrics ongoing, the remainder of our pipeline is at earlier

stages of development including: leniolisib for APDS in pediatrics,

leniolisib for additional primary immunodeficiencies and KL1333

for primary mitochondrial diseases.

Our spending on current and future research and development

programs may not yield any commercially viable product

candidates. If we do not accurately evaluate the commercial

potential for a particular product candidate, we may relinquish

valuable rights to that product candidate through strategic

collaborations, licensing, or other arrangements in cases in which

it would have been more advantageous for us to retain sole

development and commercialization rights to such product

candidate. If any of these events occur, we may be forced to

abandon our development efforts with respect to a particular

product candidate or fail to develop a potentially successful

product candidate.

What are we doing to manage the risk?

A set of activities to build our portfolio and expand the pipeline

are ongoing, for example:

• A business development process, an integration management

process and a drug development process are currently in place.

These will enable and support the acquisition or licensing of

external assets, the integration of companies in case of an

acquisition, and the successful development of new assets

through regulatory approval and commercialization.

• Procedures to add product candidates through strategic

acquisitions have been implemented and have, for example,

yielded Joenja®. Both our business development and research

and development methodologies focus on high potential

product candidates.

• Each potential internal or external asset will be vetted through

a business case analysis to assess product viability and

commercial value.

• Ongoing efforts are being made to identify additional patients

and expand our products geographically, as we currently seek

approvals from various medical regulatory authorities.

A professional project management structure has been developed

so that projects are properly managed and monitored.

Limited or no approval by product regulatory authorities

Regulatory authorities might limit the scope or not grant approval

of a product candidate or indication introduction due to a number

of reasons such as; clinical trial data and/or results which do not

adequately support safety and effectiveness. These measures by

authorities could result in financial losses and/or lost

opportunities for Pharming.

Our business is subject to extensive regulation by numerous state

and federal government authorities in the United States, including

the U.S. Food and Drug Administration (FDA), and by other

regulatory authorities, including the European Medicines Agency

(EMA). We are required in the United States and other countries

in which we operate - or our partners and affiliates sell - to obtain

the necessary regulatory agency approval before we

manufacture, market, and sell our products. Once our products

are approved, the FDA and other U.S. and ex-U.S. regulatory

agencies have substantial authority to require additional testing

and reporting, perform inspections at our manufacturing sites,

change product labeling, or mandate withdrawals of our

products. Failure to comply with applicable regulatory

requirements may subject us to administrative and/or judicially

imposed sanctions or monetary penalties as well as reputational

damage and other harms.

Furthermore, the development of novel approaches for the

treatment of diseases - including development efforts in new and

innovative modalities - present additional challenges and risks,

including obtaining regulatory approvals from agencies that have

limited experience assessing the development of such therapies.

Clinical trial data and the results are subject to differing

interpretations by regulatory authorities. The organization can

Pharming Group N.V. Annual Report 2024 | 37

Contents

At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Strategic risks

view data as sufficient to support the safety, effectiveness and/or

approval of an investigational therapy, and regulatory authorities

may disagree and may require additional data, may limit the

scope of the approval, or may deny approval altogether.

These interpretations may also vary across regulatory authorities

in different markets. There can be difficulty in predicting the time

and cost of product development of novel approaches for the

treatment of diseases across regulatory approval authorities.

What are we doing to manage the risk?

The risk described is multi-faceted and the following steps are

being taken:

• From a strategic perspective, we work with key stakeholders

including doctors, patients, health authorities, and payers when

designing our clinical development program to ensure our work

can serve the needs of these different stakeholders.

• Our clinical studies are managed by and experienced Project

team that follow Good Clinical Practices (GCP) and procedures

per industry standards.

• Pharming works closely with regulatory authorities in the

United States (FDA) and other countries and regions, including

the EEA, the U.K., Canada, Australia, Israel, and Japan to identify

key elements of new products, as well as their indications, to

establish safety and efficacy, while providing relevant

supporting data and addressing queries from the regulators

in a timely manner.

• We routinely institute methods to ensure clinical trial oversight,

including centralized monitoring of clinical data by statistical

and data management personnel. We also perform targeted

on-site visits.

• We continue to enhance our contract with research

organizations to ensure that we have clear conditions, firm

timelines, and the ability to obtain precise data that can be

independently reviewed and confirmed.

Inadequate or changed coverage and reimbursement for

existing products

Pharming might be faced with inadequate or changed

reimbursement for our existing products. The resulting

reimbursement payment rates may not be adequate or may

require co-payments that are high, and that patients are unable

to afford.

We cannot be sure that coverage and reimbursement for our

existing products in current and future markets will remain the

same, and there is a risk that the coverage and profit margin may

be decreased or negatively impacted in the future.

What are we doing to manage the risk?

• Pharming continues to proactively work with various

government and private insurers, to help ensure that patients

get access to the treatments that they need and that our

products are sufficiently covered and reimbursed.

• Our company continues to strive for clinical data that shows

the medical and economic benefits we bring to patients with

unmet medical illnesses.

• We actively use available data to forecast the number of

patients, coverage, reimbursements, and the financial returns

of our existing products to track forecasts against actual profit

margins throughout the year.

Inaccurate planning and sales forecast data for new products

Pharming might not be able to meet management's projected

margins or revenue estimates for a product candidate or newly

launched product. The latter could be due to an insurer's refusal

to pay or restrictions in the reimbursement scheme resulting in

limited or no market access. Other reasons could be the inability

to properly diagnose and identify current or future patients,

therefore, creating a short fall in patient number estimates.

New product development and the indication expansions of

existing products involves a high degree of uncertainty and risk,

including errors in estimated sales forecasts. As is common within

the biopharmaceutical industry, only a small number of research

and development programs result in the commercialization of a

new product. Solid clinical development plans are essential.

Forecasts based on preclinical data or early-stage clinical trials

may not materialize or may turn out differently than expected

at later testing stages or larger scale clinical trials. As such, the

results of clinical trials may indicate that our product candidates

lack efficacy, have harmful or unexpected adverse events or side

effects or raise other concerns that may significantly reduce the

likelihood of regulatory approval. This may result in terminated

programs, significant restrictions on use, safety warnings in an

approved label, adverse placement within the treatment

paradigm or significant reduction in the commercial potential of

the product candidate.

Even if we could successfully develop new products or indications,

based on our forecasts, we may in error decide to discontinue the

development of a product candidate or indication if, we believe

based on our forecasts that commercialization will be difficult

relative to the standard of care or other opportunities in our

pipeline.

Pharming Group N.V. Annual Report 2024 | 38

Contents

At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Strategic risks

What are we doing to manage the risk?

Information for investors and shareholders.jpg

To mitigate this risk structurally, we work to implement the

following processes:

• Formal processes for Budgeting and Forecasting.

• Align and understand the completeness of the various data

points that contribute to a more integrated business plan and

forecast.

• Agree on the ownership of various forecasting data points,

frequency of reporting and data quality improvement steps.

In addition, Pharming negotiates research organization contracts

with clear conditions and limited capacity for budget expansions.

Alongside the strong evidential position, all project plans are

evaluated by the Executive Committee, and the planning and

implementation of any clinical study is subject to approval from

the Board of Directors.

Development programs at Pharming may be partnered and

sometimes co-funded, and therefore may be subject to the

review processes of the funding partner or entity.

The Medical Access and Marketing teams are developing

evidence and campaigns that will be used to maximize the value

story with medical insurers, while optimizing the price and patient

access to all of Pharming's product offerings.

Changes in pricing regulations by local governments

Pharming's ability to achieve acceptable levels of coverage and

reimbursement might be hindered by new unfavorable pricing

regulations introduced by local government(s). This could be due

to political developments or sentiment changes in the healthcare

industry which could result in a material adverse effect on the

business and financial performance.

The laws and regulations that govern marketing approvals,

pricing, insurance coverage and reimbursement for new drug

products vary widely from country to country. Current and future

legislation may significantly change the approval requirements in

ways that could involve additional costs, cause delays in obtaining

approvals or lead to unfavorable pricing and reimbursement.

All European governments perform a detailed reimbursement

assessment of all manufacturers' products before agreeing to a

sales price and before the products can be marketed. In some

markets, prescription drug pricing remains subject to continuing

governmental control even after initial approval is granted.

What are we doing to manage the risk?

Pharming continues to monitor changes in pricing regulations

implemented by local government(s). Pharming will continue to

work directly with them and various private insurers to facilitate

patient access to our current and future product offerings.

We aim to do this at prices that are acceptable, while allowing

Pharming to meet its financial obligations.

Pharming Group N.V. Annual Report 2024 | 39

Contents

At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Operational risks

Operational or operating risks in this case refers to third-party

risks. These include production and manufacturing risks,

information security risk, and personnel risk. Management, as

part of the Enterprise Risk Management process, performed a risk

assessment of operational risks and highlighted the most critical

risks in this report.

Inadequate IT portfolio, IT recovery and information security

There is a risk that the IT portfolio and IT infrastructure may not

be able to support Pharming's growth strategy. In addition, we

may not be able to respond timely to or recover from IT incidents,

which may compromise the confidentiality, integrity, and

availability of sensitive data, including the personal data of

employees, contractors, patients and other stakeholders.

What are we doing to manage the risk?

Pharming's IT governance has been strengthened with the

IT Board and sound IT Strategy, including a comprehensive

IT/Cybersecurity Roadmap 2024-25. IT is professionalizing to

become a business partner and to become compliant with the

NIS2 directive and SOX. The implementation of a full Information

Technology Infrastructure Library (ITIL) and process will help to

ensure that IT incidents are identified, formally documented,

evaluated and that all follow-up actions are defined and executed

on a timely basis. In addition, there will be increased monitoring

of IT applications using automated tools and proper governance.

Disruptions in the end-to-end supply chain and/or product

demand

Disruptions in the end-to-end supply chain or a change in product

demand might lead to overproduction or underproduction and

could disrupt the timely delivery of products to patients in

existing and new markets/countries. In addition, for rare disease

products requiring low production volumes, it is not always

economically feasible to have multiple manufacturers.

What are we doing to manage the risk?

To be able to act on potential disruptions in demand, internal

alignment between all relevant stakeholders and oversight during

execution of the plans are critical.

For products currently early in development stage, a new process

has been developed and will be executed. For products which are

in a launch strategy phase, including a proper shelf-life extension

strategy, a commercial process is being developed.

As part of the commercialization process and plans the right level

of safety stock should be assessed considering regulatory

requirements and financial value. Pharming continues to maintain

an adequate safety stock based on our projections and estimates.

Furthermore, our Enterprise Resource Planning (ERP) system

helps us improve inventory planning.

Stocks of materials are monitored closely by us as well as by the

Contract Manufacturing Organizations (CMOs) we work with.

Safety stocks of intermediate and finished products are being

built/maintained to bridge a potential gap in the manufacturing

and release process. Execution of the plans is monitored as part

of the S&OP process which is continuously being reviewed for

improvement opportunities.

For newly developed and approved products, such as Joenja®,

the Operations team starts a timely search for qualified CMOs

who can handle with agility changes in the demand forecast.

The latter allows us to build up a network of preferred CMOs,

while carefully evaluating global supply chains as we develop and

bring new products to market. As part of our continuous

improvement process, alternative sources of materials are being

evaluated as part of product development and manufacturing.

This may include a second supplier for drug substance, filters,

disposable bags, or moving from disposable materials to stainless

steel.

Product quality issues

The quality of a product is determined by systems (quality and IT

related), people, and the manufacturing process. Inadequate

performance and deviations in one or more of these areas can

lead to product quality issues and yield products that are not

approved by the regulatory authorities.

What are we doing to manage the risk?

The following procedures are in place at Pharming to ensure the

proper production and delivery of quality products:

• The QA systems and processes internally as well as externally

are audited on a regular basis and we use qualified CXOs.

• Our GXP critical IT systems and manufacturing processes are

qualified and validated.

• Our materials are sourced from qualified suppliers.

• Our clinical and commercial are tested according to

specification.

• Qualified people are being hired and people are continuously

trained.

• Standardized procedures are being used.

• Development of formal processes for Budgeting and

Forecasting.

Pharming Group N.V. Annual Report 2024 | 40

Contents

At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Operational risks

The improvement areas that have been identified are GAP

assessments, monitoring of critical suppliers/CXOs using KPIs, and

having a better understanding of local requirement (e.g., Japan,

Brazil).

Inadequate performance by third-party R&D vendors

Inadequate performance by third-party R&D vendors might

impair the regulatory approval and commercialization of

Pharming's product candidates. As such, Pharming's product

candidates could be delayed, terminated, or the R&D programs

could be materially and irreversibly impacted, due to

mismanagement of the R&D process or by not having access to

qualified and cost-effective third-party R&D vendors.

Before a product may be sold, we must conduct clinical trials to

demonstrate that our product candidates are safe and effective

for human use. The results of those clinical trials are used as the

basis to obtain approval from regulatory authorities, such as

the United States' FDA.

We are required to conduct clinical trials using an appropriate

number of trial sites and patients to support efficacy and safety.

The timing, number of trial sites and number of patients required

for clinical trials vary substantially between regulatory bodies.

As such, Pharming may spend several years and incur substantial

expense in completing certain clinical trials. In addition, due to

the rarity of the diseases we treat, we may have difficulty finding

appropriate clinical trial sites and enough patients to participate

in our clinical trials, particularly if competitors are conducting

clinical trials in similar patient populations.

Pharming relies on third-party R&D vendors to conduct significant

aspects of our clinical trials, and we intend to rely on them in

the future.

Although Pharming designs clinical trials for product candidates,

we depend on third-party R&D vendors to perform the clinical

trials. Our reliance on third-party R&D vendors reduces our direct

control over the clinical trial activities but does not relieve us of

our regulatory or contractual duties.

Outsourcing activities to a third-party is costly, potentially less

efficient, and in general, more difficult to claim priority. The third-

party R&D vendors we rely on may fail to successfully carry out

their contractual duties or meet expected deadlines, which may

cause delays in our preclinical and clinical studies. Furthermore,

if the Clinical Laboratory Organizations (CLOs) or Contract

Research Organizations (CROs) do not perform preclinical studies

and clinical trials in a satisfactory manner, breach their obligations

or fail to comply with regulatory requirements and other

compliance obligations, then the development, regulatory

approval and commercialization of our product candidates may

be delayed, may not obtain regulatory approval and

commercialize our product candidates, or our development

programs may be materially and irreversibly harmed.

If we are unable to rely on preclinical and clinical data collected

by our CLOs or CROs, we could be required to repeat, extend the

duration of, or increase the size of any clinical trials we conduct,

and this could significantly delay commercialization and require

significantly greater expenditures.

What are we doing to manage the risk?

Pharming's Legal, Regulatory, Research and Development, CMC,

and Clinical departments focus on initiating and maintaining good

relationships with competent third-party R&D vendors to help

execute our drug development process. Importance is placed on

the past performance and the reputation of the R&D vendors.

Additionally, Pharming has structured Procurement and External

Partnership Management activities to oversee and manage the

quality and flexibility of outsourced commitments, while

maintaining good relationships. In addition to maintaining control

and managing the outsourced processes, we hold periodic

meetings with the CLOs, CROs and CMOs to assess overall

contract performance, timeliness of service and work quality.

Pharming maintains good relationships with these parties, with a

focus on the timeliness of services supplied. Contract progress

and work quality are closely monitored, protocols and reports are

duly reviewed for completeness and accuracy, and penalties for

contractual defaults are carefully considered. The project

management function maintains a risk mitigation log with

adequate contingency planning.

Pharming Group N.V. Annual Report 2024 | 41

Contents

At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Compliance and reputational risks

Management, as part of the Enterprise Risk Management process,

performed risk assessments over compliance and reputational

risks and highlighted the most critical risks in this report.

However, other risks are also continuously being managed and

monitored by the business, these include breaches of ethical

standards; data privacy; bribery and corruption; contractual

obligations; negative public opinion and increased regulatory

scrutiny. Pharming has issued a revised Code of Conduct that

addresses key risks related to potential breaches of ethical

standards. In 2021, Pharming created a Disclosure Committee,

made up of disparate departments within the business, who

actively monitor the disclosure of Inside Information.

Pharming has also created an Antitrust policy and a Promotional

Compliance Policy, for which a comprehensive compliance

training program is made available across the Company.

Non-compliance with national and international laws and

regulations

There is a risk of non-compliance with national and international

rules and regulations in the jurisdictions that Pharming operates,

including non-compliance with local labor laws and with internal

company policies or procedures. Violations of these laws and

policies could lead to penalties or even the closure of our

business in jurisdictions in which Pharming operates.

Corporate Governance and Dutch US/listing requirements

The Board of Directors and the Executive Committee of Pharming

must comply with a variety of legal requirements, laws,

regulations and Corporate Governance codes and best practices

in the execution of their tasks and responsibilities, considering the

dual stock listings in the Netherlands (Euronext Amsterdam) and

the United States (Nasdaq).

Non-compliance with corporate governance codes (AFM/SEC) and

best practices may expose Pharming to criticism from investors

and therefore reputation risks and a potential impact on the stock

price. Pharming must comply with Dutch and U.S. reporting and

filing/notification obligations and rules & regulations of the AFM,

Euronext Amsterdam, NASDAQ, and SEC. Non-compliance can

lead to penalties, fines or even a forced de-listing. It can also lead

to adverse claims from investors/shareholders.

Fair Trade and Anti-Competitive behavior

Pharming executes several activities that may have the potential

of restricting competition on the markets in which it operates.

These include interactions with competitors (e.g., inappropriate

strategy alignment or exchange of sensitive information),

customers (e.g., excessive, predatory pricing or loyalty-inducing

practices), distributors or suppliers (e.g., fixing resale prices).

Depending on the market context and the nature of the

arrangements. These activities generate a potential risk of

breaching fair trade standards.

Inside information

In addition, Pharming may, consciously or unconsciously, engage

in unlawful disclosure of Inside Information and engage in market

manipulation. Furthermore, Pharming may enter into non-

disclosure agreements and other agreements with third parties

whereby confidential information may arise. As such, financial

losses, regulatory fines, claims or reputational damage may occur.

Non-compliance with internal policies or procedures

Material changes in the applicable laws and regulations not timely

reflected in our (internal) policies or procedures or lack of

awareness on applicable (internal) policies and procedures,

which could lead to penalties or reputational damage.

What are we doing to manage the risk?

Pharming works with various second line of defense teams (a.o.,

quality, legal, business integrity/compliance, corporate secretary,

and internal control) to monitor compliance with applicable laws

and regulations and compliance with the Dutch and SEC

corporate governance codes and filing obligations.

Pharming is enhancing its policies, processes, internal controls,

and documentation related to key processes. We have a global

Business Integrity program and a roadmap towards SOX

compliance. The resource model for Business Integrity and

Compliance has been strengthened. An annual review of the

Enterprise Risk Management (ERM) top 20 risks has been held

with the Executive Committee and risk mitigations plans and

mitigation actions have been agreed and are in process.

We have an "Insider Trading Code" in place that complies with

the Market Abuse Regulation (MAR) and other prevailing laws

and regulations and maintains a "Restricted Persons" register.

Our Disclosure Committee actively monitors the timely disclosure

of Inside Information and compliance with the disclosure

requirements applicable to Pharming. Lastly, Pharming is

developing a a set of regional standard operating procedures

(SOPs) and policies, as well as a compliance network to assist in

local compliance of local rules and regulations.

Pharming Group N.V. Annual Report 2024 | 42

Contents

At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Compliance and reputational risks

Non-compliance with pharmaceutical industry rules and

regulations

Off-label and Disguised Promotion

Pharming generates and duly communicates its products' data,

including data which is outside existing approved indications for

those products. These activities generate a potential risk of "off

label promotion" if used to push for the sale of such products

outside the approved indications. Furthermore, Pharming

communicates on non-promotional scientific or corporate

information, for example in the context of disease awareness,

media relations or during service-related activities such as

advisory board meetings. These activities could generate a

potential risk of accusations of "disguised promotion" if such data

and scientific information is used outside of the intended purpose

to inform and educate in a non-promotional way, but instead is

used for the purpose of promoting the sales of Pharming's

products.

What are we doing to manage the risk?

Policies, processes, and experienced subject matter expert

personnel provide the controls and oversight to help mitigate the

risk of off-label and disguised promotions. The personnel utilize

the policies and processes to review, evaluate and reject or

approve these forms of communications. We have control

documents such as our Code of Conduct, Advisory Board Policy,

Promotional Compliance Policy, U.S. Field Manual, Non-

Promotional Satellite Symposia Policy, Promotional Review Policy

and process, Medical Review procedure, and others to establish

requirements in compliance with applicable laws, regulations,

and codes.

Training is conducted for individuals responsible for these

activities to re-enforce the requirements, standards and educate

on the compliance requirements. Targeted monitoring and

auditing are conducted to evaluate compliance with established

requirements.

Pharmacovigilance

Pharming conducts a comprehensive pharmacovigilance (PV)

program. Yet, the PV laws and requirements are very strict and

a finding of non-compliance could cause Pharming to suffer

reputational damage, incur monetary fines, and force us to stop

or halt business activities. Pharming may be required to perform

studies of additional indications/dosing strengths in case of

frequent off-label usage. The handling of off-label cases incurs

additional costs. Despite its efforts, Pharming may not meet its

requirement to adequately train employees to properly identify

and report PV incidents.

What are we doing to manage the risk?

The following actions are in place to help prevent a possible

non-compliance with pharmacovigilance requirements:

• We actively monitor key performance indicators related to

expedited and periodic reporting.

• Pharmacovigilance audits are performed by our internal

Quality Assurance team and independent auditors and may

include reviews of our business partners, such as specialty

pharmacies, license partners and vendors. Action plans are

implemented based on the outcome of the audits.

• There are regular reviews and updates of the

pharmacovigilance process and procedures and continuous

training of the related staff.

Non-compliance with SOX regulations

In connection with the audits of our financial statements, we have

identified material weaknesses in our internal control over

financial reporting, specifically related to corporate income tax

processes and complex, non-routine transactions with significant

accounting impact. Although as previously mentioned, certain

mitigating measures were implemented during the year ended

December 31, 2024, we did effectively mitigate all previously

identified material weaknesses, as indicated above. If we fail to

maintain an effective system of internal controls, we may not be

able to accurately or timely report our financial condition or

results of operations, which may adversely impact our business

and stock price.

What are we doing to manage the risk?

We are in the process of remediating the material weaknesses

identified, including further developing and implementing formal

policies, processes, controls and documentation relating to our

financial reporting. Specifically, management plans to:

• Enhance internal control procedures for reviewing corporate

income tax.

• Implement additional internal control procedures for

reviewing complex, non-routine accounting transactions. This

may include modifications in how we utilize, and review data

received from third-party specialists supporting these areas.

• Provide additional training and guidance for relevant

personnel performing internal control procedures, specific to

these areas.

• Conduct testing in these areas earlier in the year to confirm

that the relevant internal control procedures are performing

as intended and make further amendments to our control

framework if needed.

Non-compliance to ESG standards

The risk that Pharming is unable to comply with ESG reporting

requirements (e.g., EU Taxonomy, CSRD, Climate-related

disclosures from the SEC) due to other priorities and lack of

expertise and guidance, which could lead to an adverse effect on

Pharming's credibility with investors and shareholders and the

Company's reputation, resulting in potential future regulatory

fines.

Our business and operations may be negatively impacted by the

failure, or perceived failure, of achieving our environmental,

social and governance objectives. We continue to work towards

operating our business in an environmentally responsible and

Pharming Group N.V. Annual Report 2024 | 43

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At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Compliance and reputational risks

socially inclusive manner. Stakeholders, including our investors

and our employees, have increasingly focused on our ESG

practices. If our ESG practices fail to meet these stakeholders'

expectations and standards, there could be a material adverse

effect on our reputation, business and, ultimately, our stock price.

Achieving our ESG goals requires long-term investments and

broad, coordinated collaboration which may require Pharming to

incur additional costs or allocate additional resources towards

monitoring, reporting, and implementing our ESG practices.

Furthermore, we may fail to accurately assess our stakeholders'

ESG priorities, as such priorities have evolved and will continue to

evolve. Any failure or perceived failure to meet our ESG program

priorities could result in a material adverse effect on our

reputation, business, and stock price.

What are we doing to manage this risk?

Pharming does not view ESG purely as an obligation, where the

key is to be able to deliver the mandatory information. Instead,

Pharming wishes to embed ESG more explicitly in our strategy,

planning processes and internal reward systems to build a

sustainable business.

Integration of ESG into the overall strategy and practices is of

utmost importance to guide and build a solid foundation to help

improve our long-term performance. It can support sustainable

development, have a positive impact on the environment and

society, enhance the corporate reputation, strengthen

stakeholder engagement, improve the workplace and the

health and well-being of employees, help ensure accountability

and transparency, and manage risks and opportunities.

Pharming established an ESG steering committee with the

aim of integrating ESG principals into Pharming's strategy.

Please refer to section Sustainability (ESG) of this

Annual Report for detailed information on our ESG activities.

Pharming Group N.V. Annual Report 2024 | 44

Contents

At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Financial and fraud risks

Management, as part of the Enterprise Risk Management process,

performed a risk assessment over financial and fraud risks and

highlighted the most critical risks in this report.

Enterprise value not recognized by investors

If our investors do not properly recognize our equity (or

enterprise) value, Pharming may be at an increased risk of an

unsolicited take-over approach. A clear internal view is needed

on what our valuation should be and how we expect investors to

react to news and company updates. It is also critical to properly

inform shareholders so they can assess our commercial and

development progress and value our shares appropriately.

What are we doing to manage the risk?

We periodically assess and update our long-term financial

model. We also have a robust Investor Relations and Corporate

Communications strategy, including strategic external

communications and regular contacts with equity research

analysts and investors to ensure they receive the information

needed for valuation purposes.

Inaccurate or fraudulent financial reporting

The risk that Pharming's financial statements contain a material

misstatement and/or that the company is not SOX compliant or

not adhering to other AFM/SEC financial reporting requirements

or timelines, due to lack of awareness of GAAP, IFRS, AFM, SEC

rules, internal policies, processes and procedures, or intentional

misbehavior (fraud) caused by internal or external pressures,

resulting in a loss of confidence in the accounts by key external

stakeholders and internal users, reputational damage and

personal liability exposure for Directors.

Fraud risk can be unexpected financial, material, or reputational

loss as the result of fraudulent action(s) of persons internal or

external to the organization. The risk of inaccurate financial

reporting includes poor operational decisions, reputational

damage, economic loss, penalties, fines, legal action, claims from

shareholders, and even bankruptcy. Pharming can ensure

accurate financial reporting by employing a network of internal

controls, fortified by financial software which helps prevent and

detect errors.

What are we doing to manage the risk?

An Anti-Fraud Framework was established encompassing fraud

assessments. A quarterly fraud disclosure questionnaire must be

completed by managers and process owners with the purpose of

identifying changes in controls, which could allude to possible

(indications of) fraud. In addition, an Anti-Fraud Policy and Alert

Reporting Investigation Procedure were developed, and fraud

awareness trainings were given and/or made available to all

employees. The Company has implemented controls to establish

a fraud governance process, to create a sound anti-fraud culture,

to implement and maintain clear preventive and detective fraud

controls. Pharming continues to develop sound internal controls

and formalize best practices processes, to prevent balance sheet

and P&L risks by periodically reviewing balance sheet and P&L

accounts and as well as reviewing financial transaction for

completeness and accuracy.

Insufficient liquidity

The risk that Pharming has insufficient cash to fund its operations

and meet its financial obligations, due to adverse capital, credit

market conditions and/or an inability to generate sufficient cash,

resulting in a lower credit rating, or a weaker financial position

could have an adverse impact on business continuity.

Adverse capital and credit market conditions may significantly

affect the ability to meet liquidity needs, cause limitations in

accessing capital or face an in cost of capital. The same concern is

valid for access to our restricted cash, which could be held at

banks that experience financial difficulties. Prolonged exposure to

liquidity risk or inability to generate enough income for the

projects in scope, could lead to the inability to meet financial

obligations, which could increase the risk of insolvency.

What are we doing to manage the risk?

Pharming is working on improving cash flow forecasting models

to provide a more accurate view of liquidity. A Company financial

forecasting model has been made, which forms the basis for this

information for the medium- and long-term horizon (15 years

forward). Any new business development project needs to be

included in this model to understand the impact on cash flow and

liquidity. Funding (both equity and debt) will be adjusted to the

liquidity needs of the Company. In addition, we have recently

hired a head of Treasury to further assist us in our liquidity

forecasting endeavors. Pharming diversifies its cash holdings

across several banks and across short term investment

instruments including bank deposits, government treasury

certificates and money market funds to reduce counterparty risk.

Fluctuations in Foreign Exchange market rates

Due to the international scope of our operations, fluctuations in

exchange rates, particularly between the Euro and the U.S. dollar,

may create an adverse impact. While the Company is

headquartered in the Netherlands, we source materials,

Pharming Group N.V. Annual Report 2024 | 45

Contents

At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Financial and fraud risks

products, and services from several countries outside the EU

which are paid in local currencies.

In addition to the U.S. commercialization of RUCONEST® and

Joenja®, the projected commercialization of Joenja® in the

European Union, as well as the commercialization of Joenja®

in additional geographies, we expect to receive payments and

generate costs in U.S. dollars, euro, the British pound, as well as

additional currencies. Fluctuations in foreign exchange rates

between the euro and the U.S. dollar, as well as other currencies

may impact our result. As the intercompany balance payable by

Pharming Healthcare Inc. to Pharming Technologies B.V. is in

euros and the books of Pharming Healthcare Inc. are in U.S.

dollars (functional currency Pharming Healthcare Inc. is U.S.

dollars) a rate fluctuation may impact the balance payable of

Pharming Healthcare Inc. to Pharming Technologies B.V. and is

reflected in the income statement. Since the majority of

Pharming's sales are invoiced and paid in U.S. dollars, and most

of its costs and liabilities are valued in euros, any change in the

relevant exchange rate means a corresponding change in the euro

value of sales and a corresponding change in the loan balance in

euros.

What are we doing to manage the risk?

Foreign exchange results is partly remediated by having Pharming

Healthcare Inc. repaying its net payable balance to Pharming

Technologies B.V., Pharming Group N.V. or Pharming Americas

B.V. promptly using its cash balances. We aim to book and pay all

intercompany charges and intercompany invoices on receipt of

invoice as soon as possible, thereby reducing the intercompany

balances. Pharming entities manage foreign exchange result risk

on their cash by holding the cash balances in its own functional

currency.


Corporate Governance
Corporate Governance Statement	47
Board of Directors	54
Executive Committee	57
Report of the Board of Directors	60
Remuneration Report 2024	72

Pharming Group N.V. Annual Report 2024 | 47

Contents

At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Corporate Governance Statement

The following paragraphs set out the Company's

compliance to the Dutch Corporate Governance Code,

our shareholder structure and the management structure

of the Company.

Dutch Corporate Governance Code

The Dutch Corporate Governance Code (DCGC) contains both

principles and best practice provisions for Boards of Directors,

shareholders and general meetings of shareholders, financial

reporting, auditors, disclosure, compliance, and enforcement

standards. A copy of the DCGC can be found on www.mccg.nl.

As a Dutch listed company, the Company is subject to the DCGC

and therefore required to disclose in its Annual Board Report to

what extent it complied with the principles and best practice

provisions of the updated DCGC. Where we do not comply

(for example, because of a conflicting NASDAQ requirement or

otherwise), the Company shall state in its Annual Report why,

and to what extent the Company deviated from it.

Our most substantial deviations from the DCGC throughout the

year 2024 are summarized below:

• Article 3.3.2 of the DCGC (Remuneration of supervisory board

members) recommends against providing equity awards as

part of the compensation of a Non-Executive Director.

However, we deviate from this recommendation and grant

equity awards to our Non-Executive Directors, consistent with

U.S. market practice and in accordance with the Remuneration

Policy for the Board of Directors, as adopted by the General

Meeting of Shareholders on May 21, 2024. To safeguard the

independence of the Non-Executive Directors, consistent with

the intentions of the DCGC, the number of shares awarded

has been fixed and the grant has not been linked to the

performance of Pharming Group.

• Article 3.3.3 of the DCGC recommends that shares held by a

Board member in the company on whose Board they serve

should be long-term investments only. This provision has been

deleted from the updated Remuneration Policy that was

approved by the General Meeting of May 21, 2024, in

accordance with the recommendations of proxy advisors,

to preserve full independence of the non-executive directors,

consistent with the intentions of the DCGC.

• Article 4.2.3 of the DCGC (Meetings and presentations)

recommends that all analyst meetings, analyst presentations,

presentations to institutional or other investors and press

conferences can be followed in real time, by means of

webcasting, telephone or otherwise. Considering the

Company's size, it would create an excessive burden to

provide facilities that enable shareholders to follow in real

time all the meetings with analysts, presentations to analysts,

presentations to investors referred to in the best practice

provision. However, the Company ensures that presentation

materials used in such meetings or presentations are posted

on the website in a timely fashion. Some meetings (such as the

Annual General Meeting of Shareholders) are accessible in real

time at least in audio format. The Company also holds both

pre-recorded and live webinars at which key events such as

quarterly financial statements or large corporate actions can

be discussed. Meetings discussing financial results and other

significant news are announced and conducted in accordance

with this provision.

In 2024 the Board of Directors approved the Stakeholder Dialogue

Policy which is now published on our website. As a result thereof

we no longer deviate from article 1.1.5 of the DCGC (Dialogue

with stakeholders) which recommends companies to draw up a

policy to facilitate dialogues with relevant stakeholders of the

company.

Articles of Association

The prevailing Articles of Association of the Company are posted

on the Company's website and are available in English and Dutch.

The Articles of Association of the Company were most recently

amended on May 23, 2023.

Shareholder structure

All ordinary shares issued by the Company are traded on Euronext

Amsterdam under the symbol "PHARM". In addition, American

Depository Receipts (ADRs) are traded on the NASDAQ Global

Market Composite under the symbol "PHAR". JP Morgan Chase

Bank, N.A. (located at 383 Madison Avenue, Floor 11, New York,

NY 10179) acts as the depositary and registrar for the American

depositary share (ADS) representing our ordinary shares.

Each ADS will represent an ownership interest in a designated

number of ordinary shares in our capital which will be deposited

from time to time with the custodian, as agent of the depositary,

under the deposit agreement among ourselves, the depositary

(JP Morgan Chase Bank, N.A.), and the holders of American

Depositary Receipts evidencing ADSs ("ADRs"), or other beneficial

owners of an interest in ADSs from time to time.

The rights of the holders of ADRs, or of other beneficial owners of

the ADSs, derive from the terms of the deposit agreement as

described above and, in the case of the beneficial owners, from

the arrangements between the relevant beneficial owner and the

Pharming Group N.V. Annual Report 2024 | 48

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At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Corporate Governance Statement

holder of the corresponding ADRs. The obligations of the

depositary and its agents are also set out in the aforesaid

deposit agreement.

For information on the ADSs and ADRs, you should read the

prospectus (hereafter referred to the "ADS Prospectus") that is

included in the Registration Statement on Form F-1 (333-250984),

as filed with the SEC on December 17, 2020, and as further

supplemented by the 2024 Annual Report on Form-20 F

document, as filed with the SEC on April 3, 2025.

As a foreign private issuer traded on Euronext Amsterdam, the

Company is permitted to follow certain home country corporate

governance practices in lieu of certain Nasdaq requirements.

The rights of holders of ordinary shares and, therefore, certain

of the rights of holders of the ADSs, are governed by Dutch law,

including the provisions of the Dutch Corporate Governance

Code, and by our Articles of Association. Reference is made to

the subsequent sections for a summary of the main governance

practices applied by Pharming.

More details on the Company's authorized share capital and

issued shares and the number of listed ADSs can be found

in the Financial Review chapter of this Report and

note 18. Shareholders' Equity.

On April 25, 2024, the Company entered into a Subscription

agreement under which the Company issued €100 million of

convertible bonds due 2029 (the "New Bonds") to investors.

The Company used the net proceeds of the New Bonds for

the repurchase of the outstanding €125 million 3.00% senior

unsecured convertible bonds due 2025 issued on January 21,

2020 (the "2025 Bonds"; ISIN: XS2105716554).

For more details, reference is made to note 19. Convertible bonds

in this report.

Group structure

The following table lists the (wholly-owned) subsidiaries of the

Company and therefore, together with the Company, sets out the

Pharming Group structure as per December 31, 2024:


Entity	Registered office	Investment
Pharming Americas B.V.	The Netherlands	100%
Pharming Intellectual Property B.V.	The Netherlands	100%
Pharming Technologies B.V.	The Netherlands	100%
Pharming Research & Development B.V.	The Netherlands	100%
Pharming UK Ltd.	United Kingdom	100%
Pharming Australia Pty. Ltd.	Australia	100%
Broekman Instituut B.V.	The Netherlands	100%
Pharming Healthcare, Inc.	The United States	100%
ProBio, Inc.	The United States	100%

The Company also holds a 23.60% minority stake in

BioConnection Investments B.V. (BioConnection). BioConnection

is a Dutch contract manufacturing organization that manufactures

the sterile sealed vials of Pharming's product RUCONEST® from

the purified drug substance. The investment has been treated as

an associate company of the Group. More details can be found in

note 13.

Since July 1, 2021, Pharming Group entered into a strategic

collaboration with Orchard Therapeutics (Orchard), a global

gene therapy leader, to research, develop, manufacture, and

commercialize OTL-105. During 2023, the Company held

1.0% of Orchard's ordinary share capital.

On October 5, 2023, Orchard announced it had entered into a

definitive agreement under which Japanese, Kyowa Kirin Co., Ltd.,

planned to acquire Orchard. The transaction was completed on

January 24, 2024. On May 8, 2024, Pharming announced the

decision to terminate the research collaboration & licensing

agreement with Orchard Therapeutics and discontinue the

OTL-105 program. More details can be found in note 13.3.

During 2024, the Company completed the liquidation of its

wholly owned subsidiary, Pharming B.V., a dormant subsidiary.

The decision to liquidate was made as part of the Company's

strategic realignment and efforts to streamline operations.

The liquidation process was finalized on December 17, 2024,

and Pharming B.V. was formally dissolved. Upon liquidation,

there were no material assets or liabilities available at the

dormant subsidiary. The liquidation did not result in a material

financial impact for the Company and has been fully recognized

in the Company's financial position. The liquidation process was

conducted in accordance with applicable laws and regulations.

No anti-takeover measures in place

The Board of Directors believes that Pharming shareholders are

the best persons to judge whether a takeover bid for the

Company is fair for them at the time of offer, and after receiving

an informed opinion from the Board of Directors regarding the

advantages and disadvantages of such bid. Therefore, there are

no anti-takeover measures in place that would restrict the

Company's shareholders from receiving information about, or

from accepting or rejecting a bid for their shares.

However, we have adopted several provisions which may have an

impact on a takeover of our Company, including:

• a provision in our Articles of Association that Directors may

only be removed at the general meeting of shareholders by a

resolution adopted with a majority of the votes cast,

representing at least one third of the issued share capital; if

the majority of the votes cast are cast in favor of the removal,

but such majority does not represent at least one third of the

issued share capital, a new meeting may be convened in which

the removal may be resolved upon with a majority of the votes

cast, irrespective of the percentage of the issued share capital

represented at the meeting;

• members of the Board of Directors being appointed on the

basis of a binding nomination by the Board of Directors, which

can only be overruled by the general meeting of shareholders

by a resolution adopted with the majority of the votes cast,

Pharming Group N.V. Annual Report 2024 | 49

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At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Corporate Governance Statement

provided such majority represents at least one third of the

issued share capital; if the nomination is rejected by the

majority of the votes cast, but such majority does not

represent at least one third of the issued share capital, a new

meeting may be convened in which the nomination may be

rejected with a majority of the votes cast, irrespective of the

percentage of the issued share capital represented at the

meeting; in that event, the Board of Directors shall make a

new nomination; and

• requirements that certain matters, including an amendment of

our Articles of Association or dissolution of the Company, may

only be brought to our shareholders for a vote upon a

proposal by the Board of Directors.

It is also noted that the share-based incentive plans for our staff

members, including share option plans and Long-term Incentive

Plan (LTIP) schemes, will vest automatically and unconditionally in

the event of a change of control of the Company, in accordance

with the terms thereof. The automatic vesting in the event of a

change of control does not apply for the share-based incentive

plans for our Executive Director/CEO and the members of the

Executive Committee, respectively. The Non-Executive Directors

have no outstanding entitlements under any incentive plan.

According to the aforementioned share-based incentive plans for

the Executive Director/CEO and the Executive Committee

members, the Executive Director and Executive Officers will be

entitled to pro-rata vesting of outstanding but unallocated shares

in the case of a change of control that has been approved by the

General Meeting of Shareholders. However, this right may only be

exercised for the performance period that has lapsed at that

moment, subject to the pro-rata achievement of the applicable

performance measures and targets. The remaining shares will

vest in accordance with the predetermined times (i.e., no

accelerated vesting) which is subject to the achievement of the

applicable performance measures and targets. Moreover, in case

of an unsolicited change of control becoming unconditional, the

aforementioned share-based incentive plans do not vest

automatically as result of the change of control becoming

unconditional. In case of an event resulting in a change of control

or in case of the announcement of a proposed formal public offer

for the shares in the Company, the Board of Directors - without

the participation of the Executive Director - can decide to settle

the allocated shares in cash.

Moreover, on April 25, 2024, the Company entered into a

Subscription agreement under which the Company issued €100

million of convertible bonds due 2029 (the "New Bonds") to

investors. Under this agreement, the conditions of the Bonds

specify that in the event of a change of control of the Company,

the conversion price of the Bonds which may be converted into

Pharming shares, may change. This will be dependent upon the

time elapsed between initiation of the Bonds and the date of the

change of control relative to the normal repayment date of the

Bonds in 2029. Such a provision is standard for bond instruments

of this kind.

Finally, it is noted that the execution of each, new share-based

incentive plan for our staff members requires a resolution by the

CEO and the Executive Committee. Such execution is not

controlled by the staff members but is governed by the detailed

terms and conditions applicable to these plans.

Board structure

Introduction

The Company has a one-tier board structure, with a single Board

of Directors composed of Executive and Non-Executive Directors.

The Executive Directors manage the day-to-day business and

operations of the Company and implement the Company's

strategy, supported by a (non-statutory) Executive Committee

chaired by the Chief Executive Officer. The Non-Executive

Directors focus on the supervision of the policies and the

functioning of the performance of the duties by the Executive

Director(s) and the Company's general state of affairs.

Our one-tier board structure allows the Company to integrate

and leverage the knowledge, experience and wide range of

backgrounds, education and expertise among the Executive

and Non-Executive Directors into one single corporate body.

We believe that the one-tier board structure accordingly warrants

the quality and adequacy of our internal governance processes

and decision-making.

While the majority of Dutch companies traditionally apply a two-

tier board structure, the DCGC endorses and facilitates one-tier

board structures and includes specific principles and best practice

provisions for the composition and functioning of one-tier boards.

The Company complies with these principles and provisions.

Role and responsibilities

The statutory Board of Directors as a collective has shared

responsibility for the management of the Company and the

general course of affairs of the Company. Accordingly, the Board

of Directors is, inter alia, jointly responsible for the following:

• the continuity of the Company;

• maintaining a culture focused on sustainable long-term value

creation for the Company;

• the achievement of the Company's objectives;

• the long-term strategy;

• the structure and operation of the internal risk management

and control systems;

• the financial reporting process;

• compliance with laws and regulations;

• the Company-shareholder relationship and stakeholder

dialogues/management; and

• corporate social responsibility (ESG) aspects that are relevant

to the Company.

The Board of Directors is assisted by the Corporate Governance

Committee to determine and monitor the corporate governance

structure of the Company and Group and to ensure compliance

by the Company with the DCGC and other applicable rules and

regulations governing corporate governance-related matters for

Pharming Group N.V. Annual Report 2024 | 50

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At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Corporate Governance Statement

Pharming. Supported by the Audit Committee, the Board of

Directors supervises the financial and non-financial reporting

process, ESG aspects that are relevant to the Company and the

effectiveness of the internal risk management and control system.

Assisted by the Remuneration Committee, the Board of Directors

determines the remuneration of the individual members of the

Board of Directors (within the remuneration policy adopted by

the Annual General Meeting of Shareholders) and the members

of the Executive Committee.

Finally, supported by the Transaction Committee, the Board

of Directors reviews and decides on M&A or other business

development transactions. The reports of the respective

committees are presented separately in this section.

We believe that we have sufficiently ensured the independent

supervision by our Non-Executive Directors via the following

safeguards, each time in accordance with the DCGC:

• The majority of our Board of Directors comprise of Non-

Executive Directors. Our Board of Directors is currently seated

by seven Non-Executive Directors and one Executive Director.

• All Non-Executive Directors are independent within the

meaning of the DCGC and applicable U.S. rules and

regulations, as evaluated annually.

• The Non-Executive Directors supervise the way in which the

Executive Director/CEO, supported by the non-statutory

Executive Committee, implements the Company's strategy

and sustainable long-term value creation.

• The Chairperson of our Board of Directors is a Non-Executive

Director. Hence, our Board of Directors is not chaired by an

Executive Director.

• The Board of Directors' committees, (the Audit Committee,

Remuneration Committee, Corporate Governance Committee,

and the Transaction Committee), exclusively comprise of Non-

Executive Directors. None of these committees is chaired by

the Chairperson of the Board of Directors.

The Board of Directors has adopted Board Rules that govern

the procedures and decision making of the Board of Directors.

The Board Rules describe in more detail the matters, including

the related decision-making powers, which have been delegated

to the Executive Director/CEO. The Board of Directors has also

adopted charters to govern the procedures and decision-making

of the committees established by the Board of Directors.

The Board Rules and charters have been drafted to ensure

compliance by the Company with both Dutch Corporate law,

the DCGC and applicable U.S. rules and regulations. The Board

Rules and charters are published on the Company's website.

The Board Rules and the committee charters are evaluated

at least every two years.

Appointment Directors

All members of our Board of Directors are statutory directors

of the Company and appointed by the General Meeting of

Shareholders upon a binding nomination of the Board of

Directors. Upon the appointment of a member of the Board

of Directors, the General Meeting shall also be proposed to

determine whether that person is appointed as Executive

Director or as Non-Executive Director.

The Articles of Association of the Company contain an

indemnification arrangement for current and former directors

and other officers or employees, consistent with market practice

and including customary carve-outs. The Company entered into

indemnification agreements with the individual (Executive

and Non-Executive) Directors and the Executive Officers or

included indemnification provisions in their employment or

management services agreements that are fully aligned with

the indemnification arrangement in the articles of association.

Pharming Group N.V. Annual Report 2024 | 51

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At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Corporate Governance Statement

Board of Directors: composition 2024

In 2024, the Board of Directors comprised one Executive Director

(also the Chief Executive Officer/CEO) and seven Non-Executive

Directors.

The first term of Ms. Barbara Yanni and Dr. Mark Pykett expired

on the occasion of the Annual General Meeting of Shareholders

on May 21, 2024. Ms. Yanni and Dr. Pykett were reappointed by

the Annual General Meeting of Shareholders on May 21, 2024, for

a term of four years (expiring at the closing of the Annual General

Meeting of Shareholders to be held in the year 2028).

Details on the composition of the Board of Directors in 2024 are

included in the following table:


Board composition 2024
Name	Position	(Re) appointments	Current Term
Dr. Richard Peters	Chairperson	2023	Up to September 25, 2027
Mr. Sijmen de Vries	Chief Executive Officer, Executive Director	2008, 2013, 2017, 2021	Resigned at EGM March 4, 2025. Term was scheduled to expire at AGM in 2025.
Ms. Deborah Jorn	Vice Chairperson	2019, 2023	Up to AGM in 2025
Ms. Barbara Yanni	Non-Executive Director	2020, 2024	Up to AGM in 2028
Dr. Mark Pykett	Non-Executive Director	2020, 2024	Up to AGM in 2028
Mr. Leonard Kruimer	Non-Executive Director	2021	Up to AGM in 2025
Ms. Jabine van der Meijs	Non-Executive Director	2021	Up to AGM in 2025
Mr. Steven Baert	Non-Executive Director	2021	Up to AGM in 2025

The composition of the Board of Directors reflects the Company's

growth ambitions and long-term strategy and meets Dutch

statutory requirements.

As reflected in the table below, the terms of Deborah Jorn,

Leonard Kruimer, Steven Baert and Jabine van der Meijs are

scheduled to expire at the closing of the AGM on June 11, 2025.

On October 24, 2024, Sijmen de Vries announced that he would

not be available for reappointment upon the scheduled expiration

of his term. The Extraordinary General Meeting of Shareholders

that was held on March 4, 2025, appointed Fabrice Chouraqui

(date of birth: August 1, 1970, French national, U.S. citizen),

upon the binding nomination of the Board of Directors, as the

new Executive Director/CEO for a term of four years, effective as

of the closing of the Extraordinary General Meeting of

Shareholders and expiring at the closing of the Annual General

Meeting of Shareholders to be held in the year 2029. Sijmen de

Vries resigned from the Board of Directors at that same moment.

The notice to convene the Annual General Meeting of

Shareholders on June 11, 2025, will include details with regard to

the nomination for reappointment, or the succession, as the case

may be, of Deborah Jorn, Leonard Kruimer, Steven Baert and

Jabine van der Meijs.

Executive Committee

The non-statutory Executive Committee supports the CEO

with the execution of his tasks and responsibilities as Executive

Director. Accordingly, the CEO is supported by the Executive

Committee members in managing Pharming's day-to-day

operations, ensuring sufficient oversight, and the execution

of the strategy and all other goals and objectives across

the organization.

The Board of Directors adopted a charter for the Executive

Committee that governs the procedures and the tasks and

responsibilities of the Executive Committee, in accordance with

the Board Rules. The Executive Committee Charter is compliant

with Dutch Corporate law and the DCGC, as well as applicable

U.S. rules. The Executive Committee Charter, which is evaluated

at least every two years, has been published on the Company's

website.

Pharming Group N.V. Annual Report 2024 | 52

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At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Corporate Governance Statement

The members of the Executive Committee report to the CEO.

The CEO also chairs the meetings of the Executive Committee.

The Board of Directors regularly receives business updates from

the Executive Committee that are discussed during the scheduled

meetings of the Board of Directors.

The members of the Executive Committee also attend, as guests,

the meetings of the Board of Directors held to discuss the

quarterly and full year results, the Annual Report, the annual

goals and objectives and the annual budget. Finally, the Board

Rules specify those matters that require a decision by the full

Board of Directors.

Ms. Inés Bernal was appointed Chief People Officer, or CPO,

effective December 1, 2024, to lead the development, execution

and monitoring of Pharming's people- and culture-strategy,

including the oversight and management of all other people- and

culture-related aspects across the global Pharming organization.

The following table sets forth information regarding the current

members of the Executive Committee, who are referred to as

Executive Officers, including their respective positions:


Executive Committee
Name	Position	First appointed in managerial capacity
Executive Director/Chair
Mr. Fabrice Chouraqui	Chief Executive Officer and Executive Director	March 4, 2025
Mr. Sijmen de Vries	Chief Executive Officer and Executive Director	October 13, 2008. Resigned on March 4, 2025
Executive Officers
Mr. Anurag Relan	Chief Medical Officer	June 1, 2021
Mr. Jeroen Wakkerman	Chief Financial Officer	November 16, 2020
Ms. Mireille Sanders	Chief Operations Officer	August 1, 2019
Mr. Stephen Toor	Chief Commercial Officer	January 1, 2017
Mr. Ruud van Outersterp	Chief Ethics & Compliance Officer	May 1, 2021
Dr. Alexander Breidenbach	Chief Business Officer	September 1, 2023
Ms. Inés Bernal	Chief People Officer	December 1, 2024

More details regarding the current members of the Board of

Directors and the Executive Committee can be found on the

Pharming website.

Composition of the Board of Directors and Executive Committee

To further increase the range of viewpoints, perspectives, talents

and experience within the Board and the Executive Committee,

we strive for a mix of ages in the composition of those bodies, but

we do not set a specific target in this respect.

We believe that it is important for the Board of Directors and the

Executive Committee to have a mix of experiences, qualifications,

knowledge and abilities.

We seek to combine the skills and experience of long-standing

members of the Board of Directors and the Executive Committee

with the fresh perspectives, insights, skills and experiences of new

members.

Experience and expertise of the Board of Directors and

Executive Committee

In terms of experience and expertise, we require the Board

of Directors and the Executive Committee to be composed

of individuals who are knowledgeable in one or more of the

following areas to drive and support the successful execution of

our sustainable long-term strategy:

• the industry and markets in which the Company operates;

• general management;

• finance, administration and accounting;

• risk management and controls;

• strategy;

• governance;

• marketing and sales;

• manufacturing, production and supply;

• innovation, research and development;

• safety, environment and sustainability;

• human resources, personnel and organization;

• stakeholder management;

• information technology; and

• legal and regulatory affairs.

The Board of Directors conducted a self-evaluation to map the

knowledge of the individual Non-Executive Members. That self-

evaluation confirmed that the members, as a group, have the

knowledge and skills available to adequately fulfil the tasks and

responsibilities assigned to them.

Pharming Group N.V. Annual Report 2024 | 53

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At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Corporate Governance Statement

Works Council (the Netherlands)

The Dutch Works Council was established in January 2023, with

nine elected members representing all departments and locations

across the Netherlands. In 2024, the Council continued to

strengthen its expertise and processes to enhance representation

of employees in company decision-making. Its primary goal is to

formalize the value of employee feedback and insights, ensuring

structured and effective dialogues between employees and

management.

The Works Council is an internal body that promotes and protects

the interests of our employees in the Company. The Works

Council under Dutch law has (among other things) the right to

prior consultation for decisions or measures that will have a

major impact on employees, including significant restructurings

and large-scale recruitment. It also has the right of consent for

decisions regarding (changes to) terms of employment of staff

members (e.g., working hours), job and salary systems/structures

and staff data processing. The Works Council also serves as a

sounding board for the Board of Directors and Executive

Committee, adding the employee perspective to decisions

that may affect our organization and future.

Pharming Group N.V. Annual Report 2024 | 54

Contents

At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Board of Directors

Fabrice Chouraqui, MBA, PharmD (1970)

Title

Chief Executive Officer (CEO) and Executive Director

effective from March 4, 2025.

Nationality

French national, U.S. citizen

Date of initial appointment

March 4, 2025

Mr. Fabrice Chouraqui has been our Chief Executive

Officer (CEO) and Executive Director since March 2025.

Mr. Chouraqui was appointed for a four-year term at the

EGM held on March 4, 2025. Mr. Chouraqui is responsible

for the daily management of Pharming and the execution

of our strategy. Mr. Chouraqui is a global pharmaceutical

executive with a record of value creation at Flagship

Pioneering, Novartis and Bristol-Myers Squibb.

Other functions

Non-Executive Board Member of Cellarity and also holds

the position of independent Board member of OranoMed,

a non-listed (and therefore private) subsidiary of Orano

Group.

Read more about Leonard Kruimer here

Jabine van der Meijs (1966)

Title

Non-Executive Director, Chairperson of the Corporate

Governance Committee, Member of the Audit Committee

and Member of the Remuneration Committee

Nationality

Dutch

Date of initial appointment

May 19, 2021

Ms. Jabine van der Meijs has served as a Non-Executive

Director since 2021.

Other functions

Ms. van der Meijs is a Non-Executive Director at VFS

Global AG and Grundfos Holding A/S.

Ms. van der Meijs is also a Member of the Supervisory

Board of Chane (formerly Koole Terminals Holding B.V.)

and of the Centre for Human Drug Research. Previously,

Ms. van der Meijs served as a Non-Executive Director on

various boards, including V.Group Ltd, Kendrion N.V.,

Aeroports de Paris (France) and Brisbane Airport

Corporation.

Pharming Group N.V. Annual Report 2024 | 56

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At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Board of Directors

Barbara Yanni (1954)

Title

Non-Executive Director, Chairperson of the Transaction

Committee, Member of the Audit Committee and

Member of the Corporate Governance Committee

Nationality

American

Date of initial appointment

December 11, 2020

Ms. Barbara Yanni has served as a Non-Executive Director

since 2020.

Other functions

Ms. Yanni currently serves on the Board of Directors of

one other public biotechnology company: Trevena, Inc.,

and two private biotechnology companies, Mesentech

and Delsona Therapeutics.

Ms. Yanni formerly served on the Board of Directors of

other public biotech companies, including Oncorus, Inc.

(2021-2023) and Vaccinex (2015-2025)

Read more about Mireille Sanders here

Pharming Group N.V. Annual Report 2024 | 59

Contents

At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Board of Directors

Executive Committee Ruud van Outersterp.jpg

Ruud van Outersterp (1964)

Title

Chief Ethics & Compliance Officer

Nationality

Dutch

Date of initial appointment

May 1, 2021

Mr. Ruud van Outersterp was appointed Chief Ethics &

Compliance Officer (CECO) in 2021. He also served as

Company Secretary from April 2020 to April 2022.

Other functions

Mr. van Outersterp is also a Member of the Supervisory

Board of a healthcare institution and is a teacher at the

Governance Academy in Leusden, the Netherlands.

Executive Committee Dr. Alexander Breidenbach.jpg

Dr. Alexander Breidenbach, MBA (1963)

Title

Chief Business Officer

Nationality

German

Date of initial appointment

September 1, 2023

Dr. Alexander Breidenbach was appointed Chief Business

Officer (CBO) in 2023. Dr. Breidenbach has more than 20

years of partnering, R&D and management experience in

bioscience. Dr. Breidenbach is responsible for the

development and execution of our growth strategy and

our future plans.

Inés Bernal (1977)

Title

Chief People Officer

Nationality

Australian

Date of initial appointment

December 1, 2024

Mr. Inés Bernal was appointed Chief People Officer (CPO)

as of December 1, 2024, to lead the development,

execution and monitoring of Pharming's people- and

culture-strategy including the oversight and management

of all other people- and culture-related aspects across the

global Pharming organization. Over her 20-year career,

Ms. Bernal has held numerous human resources

leadership roles across a variety of industries.

Read more about Inés Bernal here

Pharming Group N.V. Annual Report 2024 | 60

Contents

At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Report of the Board of Directors

Composition and independence

The (changes in the) composition of the Board of Directors for

the financial year 2024 can be found in the section Corporate

Governance.

In the opinion of the Board of Directors, as verified annually, all

Non-Executive Directors meet the independence requirements

referred to in best practice provisions 2.1.7 to 2.1.9 inclusive of

the DCGC as of December 31, 2024.

The Board Rules require each Director to promptly report any

actual or potential conflict of interest. Directors are also required

to disclose any other board positions. An up-to-date overview of

other board positions held by the current members of the Board

of Directors can be found on our website.

Details on the remuneration paid to the members of the Board

of Directors, including a summary of the prevailing Remuneration

Policy for the Board of Directors, as adopted by the General

Meeting of Shareholders on May 21, 2024, can be found

in the section Remuneration Report 2024 in this Annual Report.

To the extent required, the Remuneration Report is incorporated

herein by reference.


Name:	Sijmen de Vries	Richard Peters	Deborah Jorn	Leonard Kruimer	Jabine van der Meijs	Barbara Yanni	Mark Pykett	Steven Baert
Year of birth	1959	1962	1958	1958	1966	1954	1964	1974
Gender	Male	Male	Female	Male	Female	Female	Male	Male
Nationality	Dutch	Belgian (U.S. citizen)	American	Dutch	Dutch	American	American	Belgian (U.S. resident)

Pharming Group N.V. Annual Report 2024 | 61

Contents

At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Report of the Board of Directors

Activities

Frequency of meetings

The Board of Directors met twelve times in 2024 (2023: twelve

times). Two meetings (in March and October) were held in the

U.S., and one meeting (May 21, 2024) in Leiden, the Netherlands.

Committee meetings were also held on each of these occasions

(please refer to the subsequent subsections on the Committees).

The other meetings were held using virtual meeting facilities.

All members of the Board of Directors attended the Annual

General Meeting of Shareholders held on May 21, 2024.

The Executive Director also attended each of these meetings,

except for when the composition, performance and the

remuneration of the Executive Director were discussed, and

related voting took place.

The members of the Executive Committee also attended the

scheduled quarterly meetings of the Board of Directors for

business updates, the quarterly results, the 2023 Annual Report

and the 2025 annual budget.

In addition to the scheduled meetings, the Non-Executive

Directors also attended several online meetings in connection

with the search process for a new CEO, in anticipation of the

scheduled expiration of the mandate of Mr. Sijmen de Vries, as

CEO. Reference is made to the paragraph "Summary of specific

activities" below.

The individual presence (P) or absence (A) of the Non-Executive

Directors during the scheduled meetings is reflected in the

following schedule:

Date

January 24

March 12

March 19

March 20

April 2

May 7

May 21

July 1

July 31

October 22

October 23

December 13

% Present

during 2024

Dr. Peters

100%

Ms. Jorn

100%

Ms. Yanni

100%

Dr. Pykett

100%

Ms. van der Meijs

100%

Mr. Kruimer

92%

Mr. Baert

75%

Pharming Group N.V. Annual Report 2024 | 62

Contents

At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Report of the Board of Directors

Summary of specific activities

As announced by the Board of Directors on October 24, 2024,

Mr. Sijmen de Vries indicated that he would not be available for

reappointment when his current term as Executive Director and

Chief Executive Officer would expire at the Annual General

Meeting of Shareholders on June 11, 2025. The Board started

a search process, which was led by the Corporate Governance

Committee and designed to nominate as new CEO a global

biopharmaceutical executive, who has been successful in

operating in different cross-cultural and regulatory settings.

We looked for a seasoned and purpose-driven leader, with the

experience and expertise that are required to develop and

execute successfully Pharming's long-term growth strategy, and

to work seamlessly with the Board of Directors and the Executive

Committee to shape Pharming as a leading rare disease company.

An extensive process was followed and all Non-Executive

Directors were regularly updated and consulted. All Non-

Executive Directors also participated in the interviews with the

candidates on the short-list. Following these interviews, the Board

unanimously concluded that Mr. Fabrice Chouraqui would be the

right candidate to take over the executive leadership of Pharming

and the Board of Directors adopted a resolution, upon the

recommendation of the Corporate Governance Committee, to

nominate Mr. Chouraqui to the Extraordinary General Meeting

of Shareholders (EGM) that was decided to be convened for

March 4, 2025. The Board of Directors also approved, upon the

recommendation of the Remuneration Committee, the package

agreed with Mr. Sijmen de Vries in view of his resignation at

the EGM.

During the scheduled meetings, the Board of Directors regularly

discussed the Company's long-term strategy and the

accompanying risks.

Building on these updates and discussions, the Board of Directors,

during the meeting on March 12, 2024, discussed and approved

the annual goals and objectives for 2024 as proposed by the

Executive Director - together with the Executive Committee -

to support the execution of the Company's long-term strategy.

The Board of Directors was regularly updated by the Executive

Director and the Executive Committee during the scheduled

quarterly meetings on the progress made in the further execution

of the Company's strategy. Recurring topics discussed at these

updates included commercial performance (sales results,

forecasts and other developments with regards to RUCONEST®,

in the U.S., Europe and the rest of the world, and Joenja® in the

U.S.), the group's financial performance and ongoing clinical

studies and product development programs. A tracker report,

summarizing the performance on the specific Company's annual

goals and objectives, was part of the quarterly updates.

Among the other important topics covered by the Board in 2024

during its scheduled quarterly meetings were the review,

discussion and, if applicable, endorsement and approval of:

• the Annual Report for the financial year 2023;

• the filing of the 2023 Annual Report on Form 20-F with

the SEC;

• the quarterly and full year financial and operational results,

including related press releases;

• the proposed grant of share-based compensation to staff

members;

• the annual budget for 2025; and

• the Company's long-term goals and objectives.

The Board of Directors, supported by the Audit Committee,

discussed at least quarterly with the CEO and the members of the

Executive Committee the enterprise, operational, compliance,

financial and other risks to which the Company is exposed and the

functioning of the Company's internal risk control framework and

enterprise risk framework. Reference is made to the section Risk

management and internal control in this Annual Report.

Supported by the Audit Committee, the Board of Directors also

reviewed and discussed the management letter, the audit report

and the audit plan, respectively, as submitted by the external

auditor, and the outcome of the annual evaluation of the

performance by the external auditor. Supported by the Audit

Committee the Board of Directors also reviewed and discussed

the internal audit plan, internal audit charter and audit reports,

respectively, as submitted by the internal Audit department.

Throughout the year, the Board of Directors, supported by its

Transaction Committee, reviewed certain business development

opportunities presented by the Executive Committee. The Board

of Directors approved on December 15, 2024, the public cash

offer to the shareholders of Abliva AB of SEK 0.45 per share via a

resolution outside of a meeting. Further details on this

transaction can be found in note 28. Events after the reporting

period. For reasons of confidentiality, taking into consideration

Pharming's status of listed company, no further details are

provided on any of the other business development opportunities

that were considered.

The Board of Directors was regularly updated by the Executive

Director and the Executive Committee on the status of the

regulatory approval process for leniolisib, including the EMA

review.

The Board of Directors was also updated regularly on the international

launch plans for leniolisib and approved in that context, amongst

others, the establishment of a legal entity in the United Kingdom,

France and Germany.

The Board of Directors was also regularly updated on the group's

ESG Program, as endorsed by the Board on October 25, 2022.

Reference is made to the separate section Sustainability (ESG) in

this Annual Report. The Board of Directors acknowledged that

good progress had been realized in the ESG Program on

completion of the various milestones.

Pharming Group N.V. Annual Report 2024 | 63

Contents

At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Report of the Board of Directors

During its meeting of March 20, 2024, the Board of Directors

approved the Double Materiality Assessment and the ESG goals,

based upon the outcome of the double materiality assessment of

the material topics defined for the Company. During its meeting

of December 13, 2024, the Board of Directors approved the

proposed metrics for the material ESG topics Business Ethics,

Animal Welfare and Climate Change and the proposed targets for

Climate Change.

The Board of Directors discussed on March 12, 2024, the

performance by the Executive Director/CEO during the year 2023.

This discussion was based on an evaluation by the Corporate

Governance Committee and the Remuneration Committee of the

Executive Director/CEO's performance on the goals and objectives

that had been agreed upon. That same process was followed in

the first quarter of 2025 for the evaluation of the Executive

Director/CEO's performance on the goals and objectives agreed

upon for 2024. During the meeting on March 12, 2025, the Board

of Directors endorsed the recommendations by the committees

on performance scores and the resulting pay-out for 2024 under

the incentive plans as approved by our shareholders in May 2024.

Reference is made to the section Remuneration Report 2024.

During its meeting on March 12, 2024, the Board of Directors also

endorsed to establish the Internal Audit Function and approved

the Internal Audit Charter. The Internal Audit Function is designed

to provide an independent, objective assurance and related

consulting activity intended to add value and improve the

organization's operations. It will help the organization accomplish

its objectives by bringing a systematic, disciplined approach to

evaluate and improve the effectiveness of our processes.

Reference is made to the separate report of the Audit Committee,

as included in this Annual Report. The Board of Directors took into

consideration, amongst other items, the ongoing implementation

of the Internal Control Framework (ICF) and Enterprise Risk

Management (ERM) framework, as further described in the

section Risk management and internal control in this

Annual Report.

The Board of Directors also welcomed the appointment of the

Chief People Officer, who was appointed as per December 1,

2024. The Board of Directors adopted a written resolution to

approve the appointment.

To preserve good governance, both the Board of Directors and

the respective committees, installed by the Board of Directors,

conduct a self-evaluation annually. In accordance with the DCGC,

these evaluations generally cover the work and functioning of the

Board of Directors, and include the activities in relation to the key

objectives and long-term strategy of the Company, the interaction

among the members and in relation to the Executive Committee,

lessons learned, and finally, the structure and composition of the

Board of Directors to ensure that the members bring the correct

skill sets and background knowledge for the benefit of the

Company. The self-evaluation for the committees also extends to

the activities and functioning (including decision-making

processes) of the committees. Finally, the self-evaluation covers

the effectiveness of the Board Rules and the charters that govern

the activities and decision-making processes by the Board of

Directors and each of the committees, respectively.

The self-evaluation for the year 2024 was held in the fourth

quarter of 2024 by way of a comprehensive review of the

effectiveness of the Board and its committees. The self-evaluation

process included an online survey which was completed by the

members of the Board of Directors. The main findings and

proposed follow up actions were discussed by the Corporate

Governance Committee during their meeting on January 21, 2025,

and by the full Board of Directors on March 12, 2025. In summary

positive feedback was received on the board dynamics and

discussions, the size, composition and expertise of the Board

of Directors.

Throughout the year, the Board of Directors engaged in several

training and development initiatives to strengthen governance

and oversight capabilities. Board members participated in a

comprehensive corporate governance training led by a leading

law firm, enhancing their understanding of fiduciary

responsibilities and regulatory compliance. Additionally, the

Board consulted with external experts to evaluate the potential

impacts on the outcomes of the U.S presidential elections on the

organization's strategic priorities. To address emerging risks, the

Board also underwent specialized training from a cybersecurity

expert, equipping them with tools and insights to safeguard the

organization against cyber threats.

Pharming Group N.V. Annual Report 2024 | 64

Contents

At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Report of the Board of Directors

Committee activities in 2024

Audit Committee

The Audit Committee supports the Board of Directors in

monitoring and ensuring the integrity of the Company's financial

reporting. The committee related tasks and responsibilities

include, without limitation:

• the supervision and monitoring of the financial accounting

process;

• the monitoring of the effectiveness of the Company's internal

management system, internal audit system, and internal risk

management and control systems;

• the review of intended material financial disclosures by the

Company (including the Annual Report, the Annual Report on

Form 20-F, quarterly results and the related draft press

releases);

• the review of disclosures in applicable filings as required by

the U.S. Securities Act, the Exchange Act and their related

rules;

• the appointment of the Director Audit & Risk, the monitoring

of the independence of the internal audit department and

the annual evaluation of the internal audit department's

performance;

• the review of the internal audit plan and audit reports,

respectively;

• the nomination for (re)appointment or dismissal of the

external auditor, the monitoring of the external auditor's

independence and the annual evaluation of the external

auditor's performance;

• the review of the external auditor's audit plan, management

letter and audit report, respectively;

• the monitoring of the Company's funding, application of

information and communication technology by the Company,

including risks relating to cybersecurity, and the Company's

tax policy; and

• the monitoring the Company's ESG initiatives and disclosure to

ensure alignment with regulatory requirements, stakeholder

expectations and the Company's strategic objectives.

The Audit Committee is governed by a charter that complies with

the best practice provisions of the DCGC and applicable NASDAQ

rules. The charter was last updated on March 20, 2024, following

an evaluation by the Audit Committee of the charter previously

approved in December 2020.

During the financial year 2024, the Audit Committee consisted of

Mr. Kruimer (Chairperson), Ms. Jorn, Ms. Yanni and Ms. van der

Meijs. The composition of our Audit Committee is consistent with

the best practice provisions of the DCGC and with applicable SEC

and Nasdaq regulations.

The Audit Committee met six times in 2024 (2023: six times),

either virtually or in person (in the USA on October 22, 2024).

The external auditor, Deloitte Accountants B.V. (Deloitte)

attended each meeting of the Audit Committee. The CEO and

the CFO attended all meetings of the Audit Committee as guests.

The individual presence (P) or absence (A) of the members of the

Audit Committee is reflected in the following schedule:


Date	March 12	April 2	May 6	July 30	October 22	December 6	% Present during 2024
Mr. Kruimer	P	P	P	P	P	P	100%
Ms. Jorn	P	P	P	A	P	P	83%
Ms. Yanni	P	P	P	P	P	P	100%
Ms. van der Meijs	P	P	P	P	P	P	100%

During the Audit Committee meetings held in 2024, the following

recurring items were reviewed and discussed: the quarterly and

full year financial statements, the Annual Report 2023 and the

Annual Report 2023 on Form 20-F, each time leading to a

recommendation to the Board of Directors for approval and

publication. The Audit Committee, during its review, monitored

the financial statements, the sales revenues and underlying

trends, the financing costs, cost control measures, the supply

inventories, developments in the company's cash position and

cash flow, and the impact of currency exchange risks on

presented company results.

During the meeting held on December 6, 2024, the Audit

Committee discussed the proposed annual budget for 2025.

The Audit Committee recommended the Board of Directors to

endorse and approve the proposed annual budget.

The Audit Committee reviewed and discussed the external

auditor's 2024 audit plan (including proposed fees) and the

management letter submitted by the external auditor.

The Audit Committee approved the 2024 audit plan at the

meeting held on July 30, 2024. The 2024 Audit Plan and the

draft management letters were also shared and discussed

with the full Board of Directors.

Pharming Group N.V. Annual Report 2024 | 65

Contents

At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Report of the Board of Directors

The Audit Committee was updated by the CFO and the Director

Audit & Risk during each of its scheduled meetings. Updates

included discussion on the design and the status of the

implementation of the enhanced internal control framework

and enterprise risk management for compliance by the Company

with the U.S. Sarbanes-Oxley Act, Public Company Accounting

Oversight Board (PCAOB) and other applicable accounting

standards. The Audit Committee also reviewed and discussed

the internal audit reports during the year, including key findings,

recommendations and management responses, to ensure the

adequacy and effectiveness of internal controls and risk

management processes. The Audit Committee updated the

Board of Directors during its scheduled meetings.

The Audit Committee also conducted an annual review of the

Related Person Transactions within the meaning of the

Company's Related Person Policy. The Audit Committee

concluded on October 22, 2024, based on the information

gathered, that (i) each of these transactions was entered into in

the ordinary course of business, and (ii) without the involvement

of the relevant related persons. Accordingly, the Audit Committee

ratified these transactions in accordance with the prevailing

policy. Reference is made to note 24. Related Party Transactions

for the relevant transactions as per December 31, 2024. The Audit

Committee furthermore reviewed and updated the Related Party

Transaction Policy and recommended to the Board of Directors

to approve the revised policy. The Board of Directors approved

the Related Party Transaction Policy at its meeting held on

October 23, 2024.

Deloitte was appointed by the General Meeting of Shareholders

held on May 17, 2023, as external auditor for the financial years

2023 and 2024. During its meeting on April 2, 2024, the Audit

Committee discussed and confirmed the independence of the

external auditor. The Audit Committee discussed during its

meeting on March 11, 2025, the outcome of the evaluation and

the performance of Deloitte and its duties as external auditor for

the financial year 2024. The evaluation resulted in an overall

positive outcome.

During the meeting held on May 6, 2024, the Audit Committee

reviewed and discussed the Tax Strategy, Tax Policy and

Corporate Treasury Policy and made a recommendation to the

Board of Directors to approve the revised policies and Tax

Strategy. The Audit Committee also reviewed the CAPEX Policy

and concluded that no changes were necessary to the existing

policy. The Board of Directors approved the Tax Strategy, Tax

Policy, and Corporate Treasury Policy at its meeting held on

May 7, 2024.

On March 12, 2024, the Audit Committee recommended to

establish the Internal Audit Function and the Internal Audit

Charter, which recommendation was endorsed by the Board on

March 12, 2024. The Internal Audit responsibilities will be

managed internally, however, to remain independent, the

individual audit engagements will be either co-sourced or fully

outsourced. The Internal Audit Function will be managed and led

by the Director Audit & Risk, who, in the role of Head of the Audit

Function, reports administratively to the CEO and functionally to

the Chairperson of the Audit Committee. The Director Audit &

Risk communicates and interacts directly with the Audit

Committee, including in executive sessions and between Audit

Committee meetings as appropriate.

The Internal Audit Function is designed to provide an

independent, objective assurance and related consulting activity

intended to add value and improve the organization's operations.

It will help the organization accomplish its objectives by bringing a

systematic, disciplined approach to evaluate and improve the

effectiveness of our processes. At least once every two years with

annual update, the Director Audit & Risk shall draw up an internal

audit plan for review by the Audit Committee, the External

Auditor and Executive Committee. The internal audit plan

requires approval of the Audit Committee and the Board of

Directors. The Director Audit & Risk will communicate the impact

of resource limitations and significant interim changes to the

Executive Committee and the Audit Committee.

During the meeting held on October 22, 2024, the Audit

Committee reviewed and discussed the Internal Audit Plan for

2025-2026 and the appointment of a new Director Audit & Risk.

Upon the recommendation of the Audit Committee the Board of

Directors approved the 2025-2026 Internal Audit Plan and the

appointment of a new Director Audit & Risk during its meeting

held on October 23, 2024.

During its meeting of December 6, 2024, the Audit Committee

reviewed and discussed the mandatory metrics according to EU

CSRD law for the material ESG topics Business Ethics, Animal

Welfare and Climate Change and the proposed targets for Climate

Change and recommended the Board to endorse these metrics

and targets. More details can be found in the Sustainability (ESG)

section of this annual report.

Pharming Group N.V. Annual Report 2024 | 66

Contents

At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Report of the Board of Directors

Remuneration Committee

The tasks performed by the Remuneration Committee includes,

amongst many items, the preparation and proposals, for the

compensation of individual members of our Board of Directors,

in accordance with the remuneration policy as adopted by our

shareholders, as well as preparing our Remuneration Report to

be included in our Annual Report.

The composition of our Remuneration Committee is consistent

with the best practice provisions of the DCGC, SEC and Nasdaq

requirements. During the financial year 2024, the Remuneration

Committee consisted of Mr. Baert (Chairperson), Ms. Jorn, Dr.

Pykett and Ms. van der Meijs.

The Remuneration Committee met five times in 2024 (2023: five

times). The meeting on March 20, 2024, and the meeting on

October 23, 2024, was held in the USA. The other meetings

were held virtually.

The individual presence (P) or absence (A) of the members of the

Remuneration Committee is reflected in the following schedule:


Date	January 26	February 20	March 20	October 14	October 24	% Present during 2024
Mr. Baert	P	P	P	P	P	100%
Ms. Jorn	P	P	P	P	P	100%
Dr. Pykett	P	P	P	P	P	100%
Ms. van der Meijs	P	P	P	P	P	100%

The Remuneration Committee is governed by a charter that

complies with the best practice provisions of the DCGC and

applicable NASDAQ rules. The charter was last updated on

March 20, 2024, following an evaluation by the Remuneration

Committee of the charter previously approved in December 2020.

During the meetings held on January 26, 2024, which was a

joined meeting of the Remuneration Committee and the

Corporate Governance Committee, and February 20, 2024,

the Remuneration Committee discussed the company-wide goals

and objectives as proposed by the Executive Director and the

Executive Committee for 2024, including the applicable incentive

plans. Related recommendations were submitted to the Board

of Directors. During the meeting of January 26, 2024, the

performance by the CEO in 2023 was also discussed.

During the meeting on January 26, 2024, and March 20, 2024,

the Remuneration Committee also discussed the incentive

arrangements for the Executive Director/CEO and the members

of the Executive Committee, including the determination for 2023

of the cash bonus and the vesting percentage for the already

granted restricted performance shares and the conditional grant

of performance shares for 2024-2026.

The meetings resulted in recommendations on each of the

agenda items that were submitted to the Board of Directors,

in accordance with the applicable incentive plans.

The Remuneration Committee recognized that the committee

fees have not changed since 2020 and that the frequency of

committee meetings and the workload has in the meantime

increased significantly, taking into consideration Pharming's

growth (including the launch of the second indication in the U.S.

in 2023), its significant and still growing presence in the U.S.

market, the long-term strategy and ambitions, and the enhanced

tasks and responsibilities associated with the membership of the

committees. Therefore, the Remuneration Committee concluded

that the fees paid to the chairs and members of the respective

Board committees needed to be increased as follows with

retrospective effect from January 1, 2024:

• Chair of the Audit Committee: €15,000;

• Chairs of the other Committees: €12,500; and

• Membership fees: 50% of the chair fee: €7,500 for Audit

Committee membership and €6,250 for the membership of

other committees.

The increase also ensures that the fees remain aligned with the

European market benchmark for the fees of the committee

members. Related proposals were submitted to and approved

by the Annual General Meeting of Shareholders scheduled for

May 21, 2024.

Pharming Group N.V. Annual Report 2024 | 67

Contents

At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Report of the Board of Directors

In light of the benchmark data provided by AON Radford, the

Remuneration Committee decided to recommend to the Board of

Directors to increase the fixed salary of the Executive Director

(€624,000 in 2023) by 3% to €642,720 (US$694,395) for 2024.

This salary increase takes into consideration the outcome of the

compensation merit increases for our wider workforce and the

performance by the Executive Director in 2023. The average 2024

increase for Pharming employees employed in Europe was 3%, as

such the CEO received an increase that stayed at the same level

as the average of the employees. The Board of Directors has

adopted the Remuneration Committee's recommendation.

The Remuneration Committee engaged an independent reward

consultancy firm for a review of the Remuneration Policy for the

Board of Directors that was adopted by our shareholders on

December 11, 2020. The review of the Remuneration Policy was

initiated in anticipation of the scheduled submission of a new

draft Remuneration Policy for adoption by the Annual General

Meeting of Shareholders scheduled for May 21, 2024, in

accordance with Dutch statutory provisions requiring

remuneration policies for board members to be submitted for

adoption (at least) every four years. The review was aimed to

ensure continued alignment of the new policy with market

practice and applicable rules, regulations, and disclosures, taking

into due consideration the guidelines issued by proxy advisors

(including ISS and Glass Lewis) and expectations from external

stakeholders.

Accordingly, the Remuneration Committee engaged with several

parties, including proxy advisors, to obtain their feedback on the

new draft remuneration policy. Following these engagements,

several changes were implemented, and this resulted in a revised

remuneration policy that was adopted by the Annual General

Meeting of Shareholders on May 21, 2024. The new policy

became effective January 1, 2024.

During the meetings held on October 14, 2024, and October 24,

2024, the Remuneration Committee discussed the annual grant of

share-based compensation to staff members which resulted in a

related recommendation that was submitted to the Board of

Directors.

The Remuneration Committee also engaged the independent

reward consultancy firm for a review of the Remuneration

Report template to ensure continued alignment of the report

with market practice and applicable rules and regulations.

Based on this review, the Remuneration Committee decided on

several changes, reducing the size of the report, in addition to

those changes already included in the report on the year 2023.

Reference is made to the Remuneration Report 2024 as included

in this Annual Report.

The Remuneration Committee was consulted on the

remuneration package to be paid to Mr. Chouraqui, as the new

CEO, during the search process and initiated, amongst others,

an external benchmark analysis to ensure consistency of the

package with market standards in the US, the country of

residence of Mr. Chouraqui. The Remuneration Committee was

also consulted on the package agreed with Mr. Sijmen de Vries,

in view of his resignation as CEO with effect from the EGM on

March 4, 2025. More details can be found in the Remuneration

Report as included in this Annual Report. The Remuneration

Committee adopted written resolutions regarding the

remuneration package granted to Mr. Chouraqui and the

package agreed with Mr. de Vries.

The Remuneration Committee was also consulted on the

proposed remuneration package for Ms. Ines Bernal, as the new

Chief People Officer, and made a positive recommendation to the

Board of Directors on August 22, 2024, via a resolution outside of

a meeting.

Pharming Group N.V. Annual Report 2024 | 68

Contents

At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Report of the Board of Directors

Corporate Governance Committee

During the financial year 2024, the Corporate Governance

Committee consisted of Ms. van der Meijs (Chairperson),

Dr. Peters, Ms. Yanni and Mr. Baert. The composition of our

Corporate Governance Committee is consistent with the best

practice provisions of the DCGC, SEC and NASDAQ requirements.

The main tasks performed by the Corporate Governance

Committee includes monitoring compliance by Pharming with the

DCGC and corporate governance-related laws and regulations,

compliance by Pharming with the Code of Conduct, monitoring

and evaluating the functioning of the Board of the Directors, its

committees and individual members and the recruitment and

selection for nomination of new Directors. The committee also

prepares recommendations to the Board of Directors regarding

the intended appointment of new members of the Executive

Committee. The Corporate Governance Committee is governed

by a charter that complies with the best practice provisions of the

DCGC and applicable NASDAQ rules. The charter was evaluated

and the updated charter was approved on March 20, 2024.

The Corporate Governance Committee met four times in 2024

(2023: three times), The meeting on March 20, 2024, and

October 23, 2024, were held in the USA. The other meetings

were held virtually.

The individual presence (P) or absence (A) of the members of the

Corporate Governance Committee is reflected in the following

schedule:


Date	January 26	March 20	June 26	October 23	% Present during 2024
Ms. van der Meijs	P	P	P	P	100%
Ms. Yanni	P	P	P	P	100%
Mr. Baert	P	P	P	P	100%
Dr. Peters	P	P	P	P	100%

Activities in 2024

On October 24, 2024, it was announced by way of a press release

that Mr. Sijmen de Vries, whose term as the Executive Director

and Chief Executive Officer of Pharming was scheduled to expire

at the closing of the Annual General Meeting of June 11, 2025,

would not be available for reappointment. The Corporate

Governance Committee started the search for a new Executive

Director and Chief Executive Officer and to this end engaged a

leading global executive search company. The committee

prepared the nomination to the Extraordinary General Meeting

of Shareholders on March 4, 2025, for the appointment of the

new Executive Director and Chief Executive Officer.

The Committee was also involved in the determination of the

package agreed with Mr. Sijmen de Vries, in view of his

resignation as CEO with effect from the EGM on March 4, 2025.

More details can be found in the Remuneration Report as

included in this Annual Report.

The committee also prepared the nomination to the Annual

General Meeting of Shareholders on May 21, 2024, for the

reappointment of Ms. Barbara Yanni and Dr. Mark Pykett.

The committee furthermore discussed and prepared for the

scheduled expiration of the mandates of Ms. Deborah Jorn,

Ms. van der Meijs, Mr. Leonard Kruimer and Mr. Steven Baert at

the Annual General Meeting of Shareholders on June 11, 2025.

The Corporate Governance Committee was regularly updated on

the search for a new CPO and made a positive recommendation

to the Board of Directors on the appointment of Ms. Inés Bernal

as CPO on August 22, 2024, via a resolution outside of a meeting.

The Board of Directors also approved the appointment of

Ms. Inés Bernal as CPO via a resolution outside of a meeting.

The Corporate Governance Committee also initiated and

coordinated the annual self-evaluation by the Board of Directors

and the respective committees.

The self-evaluation for the year 2024 was held in the fourth

quarter of 2024 by way of a comprehensive review of the

effectiveness of the Board and its committees, using an online

survey. The main findings were presented to the Corporate

Governance Committee on January 21, 2025, and the Board of

Directors on March 12, 2025, and an action plan was developed.

The committee will coordinate and monitor the follow-up on

these actions. Throughout 2024 the Corporate Governance

Committee also coordinated and monitored the follow up of the

agreed actions of the 2023 Board Evaluation.

During a combined meeting with the Remuneration Committee,

held on January 26, 2024, the Corporate Governance Committee

reviewed the functioning of the Executive Director in 2023.

The main conclusions and recommendations were submitted to

the Board of Directors for the assessment of the impact on the

vesting of applicable incentive plans. Reference is also made to

the report of the Remuneration Committee.

Pharming Group N.V. Annual Report 2024 | 69

Contents

At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Report of the Board of Directors

During the meeting on January 26, 2024, and March 20, 2024,

the Corporate Governance Committee reviewed and discussed

the results of the employee engagement survey including the

proposed follow up actions.

During the meeting on March 20, 2024, the Corporate

Governance Committee reviewed and discussed the draft

Corporate Governance Chapter of the 2023 Annual Report,

including the described deviations from the Dutch Corporate

Governance Code. During this meeting, the Corporate

Governance Committee also reviewed and updated the Board

Rules, Charter of the Executive Committee and Charter of the

Disclosure Committee. The Board of Directors approved the

updated Board Rules and charters at the meeting of

March 20, 2024.

The Corporate Governance Committee also reviewed and

updated the Alert Reporting and Investigation Procedure that

was first published in 2022. In January 2023, the EU Dutch Law

regarding the "Whistleblower Protection Act" was amended to

implement the EU Whistleblower Directive. The policy has been

updated and approved by the Board on March 20, 2024, to

reflect and ensure compliance with the prevailing regulations.

Additionally, in 2024 Pharming expanded EthicsPoint, a hotline

and incident management software to EU/RoW. This hotline and

software have been used in the U.S. and have proven successful

in providing ease of access to employees to raise their concerns

while creating a culture of trust and addressing their concerns in

a more standardized manner (24/7h call center with language

support, a web intake form, as well as a QR code to our

mobile site).

The Corporate Governance Committee also reviewed and

updated the Insider Trading Code to ensure that it remains to be

fully aligned with applicable regulations and what is considered

good market practice. The revised policy was approved by the

Board of Directors on July 31, 2024.

During its meeting of June 26, 2024, the committee reviewed and

updated the Board Profile. During its meeting of June 26, 2024,

and October 23, 2024, the Corporate Governance Committee also

discussed the revised Competence & Knowledge Matrix of the

Board of Directors and evaluated the size of the Board of

Directors. During this meeting, the committee also reviewed

and discussed the Onboarding Program for new board members

and a proposal to issue a number of powers of attorney under

the approved Power of Attorney Policy. For each of these topics

related recommendations were made to the Board of Directors.

The Corporate Governance Committee also reviewed and

updated the Code of Conduct. The revised Code of Conduct

was approved by the Board of Directors on October 23, 2024.

During each scheduled meeting the Corporate Governance

Committee was updated by the Business Integrity department

on the Company's performance under the Code of Conduct.

In 2024, three alerts were received for EU/RoW and one alert was

received in the U.S. Initiation assessment was conducted by the

Business Integrity department and some alerts were further

investigated via support from external partners.

Pharming Group N.V. Annual Report 2024 | 70

Contents

At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Report of the Board of Directors

Transaction Committee

During the financial year 2024, the Transaction Committee

consisted of Ms. Yanni (Chairperson), Dr. Peters, Mr. Kruimer and

Dr. Pykett.

The main tasks of the Transaction Committee include the review

and assessment of business cases, including the valuation and

analysis of any potential business development transaction,

assessing the fit of that potential transaction with the Company's

strategy and the main risks and mitigating actions, based on a

recommendation and with reference to relevant documents

as submitted by the Executive Director and to make

recommendations to the Board of Directors on a potential

business development transaction.

The Transaction Committee is also entrusted with the review of

potential structures for transactions, assessing inter alia the main

risks for the Company and the mitigating actions, as proposed by

the Executive Director, The Transaction Committee reviews and

(if appropriate) approves a draft non-binding Letter of Intent or

Memorandum of Understanding, or any similar draft document

of a non-binding nature, to start a due diligence process for

exploring a potential transaction, including approval of the

issuance of that document to the relevant target company;

and reviews and assesses the outcome of the due diligence

process for any transaction to identify the main risks for the

Company.

The Transaction Committee is governed by a charter that

complies with the best practice provisions of the DCGC and

applicable NASDAQ rules. The charter was last updated on March

20, 2024, following an evaluation by the Transaction Committee

of the charter previously approved in December 2022.

The Transaction Committee met six times in 2024 (2023:

one time). All meetings were held virtually.


Date	March 6	May 8	June 26	July 25	August 15	November 27	% Present during 2024
Ms. Yanni	P	P	P	P	P	P	100%
Dr. Peters	P	P	P	P	P	P	100%
Mr. Kruimer	P	A	P	P	P	P	83%
Dr. Pykett	A	P	P	P	P	P	83%

Activities in 2024

The Transaction Committee reviewed certain business

development opportunities presented by the Executive

Committee. Among others, the Transaction Committee discussed

the public cash offer to the shareholders of Abliva AB, as further

explained in note 28. Events after the reporting period of this

Annual Report.

During its meeting of November 27, 2024, the Transaction

Committee concluded that considering the importance of this

opportunity, the proposed transaction would require a review

by the full Board of Directors. For reasons of confidentiality,

taking into consideration Pharming's status of listed company,

no further details are provided on any of the other business

opportunities that were considered.

Pharming Group N.V. Annual Report 2024 | 71

Contents

At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Report of the Board of Directors

Authorization of the financial statements

The financial statements of Pharming Group N.V. for 2024,

as presented by the Board of Directors, have been audited by

Deloitte Accountants B.V. Their report is included in this Annual

Report in the section Independent auditor's Report.

The financial statements were unanimously approved by the

Board of Directors and the members of the Board of Directors

have signed these Statements on behalf of the Company.

In accordance with best practice 1.4.3 of the Dutch Corporate

Governance Code and Article 5:25c of the Financial Markets

Supervision Act, taking into due consideration the explanation

provided in the preceding paragraph and in the various other

sections of this Annual Report, the Board of Directors states that,

to the best of their knowledge:

• This report provides sufficient insight into the nature of the

Company's risk management and control systems and

confirms that the control systems functioned properly in the

year under review;

• The report also provides sufficient insights into any

weaknesses or failings in the effectiveness of the internal risk

management and control systems;

• The control systems provide reasonable assurance that the

financial reporting does not contain any material inaccuracies;

• Based on the current state of the Company, it is considered

appropriate that the financial reporting is prepared on a going

concern basis; and

• The report identifies those material risks and uncertainties

that are relevant to the expectation of the Company's

continuity for the period of at least twelve months after the

preparation of the report.

Accordingly, the Board of Directors declares that, to the best of its

knowledge and in accordance with applicable reporting principles,

the consolidated financial statements give a true and fair view of

the assets, liabilities, financial position and profit of the Group,

and this Annual Report includes a fair review of the development

and performance of the business and the position of the Group,

together with a description of the principal opportunities and

risks associated with the expected development of the Group.

For a detailed description of the risk factors, we refer to the

Risk management chapter in this report.

In accordance with the foregoing, the Board of Directors

recommends the Annual General Meeting of shareholders to

adopt the 2024 Financial statements and to discharge, and

therefore to release from liability, the members of the Board

of Directors for the exercise of their duties during the financial

year 2024.

Leiden, April 2, 2025

Richard Peters

Fabrice Chouraqui

Deborah Jorn

Barbara Yanni

Mark Pykett

Leonard Kruimer

Jabine van der Meijs

Steven Baert

Collectively the Board of Directors of Pharming Group N.V.

Pharming Group N.V. Annual Report 2024 | 72

Contents

At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Remuneration Report 2024

Letter from the Remuneration Committee Chair

Dear Shareholder,

On behalf of the Remuneration Committee, I am pleased to present to you the Remuneration Report

of Pharming for the financial year 2024.

The remuneration policy for the Board of Directors was adopted by the Annual General Meeting of

Shareholders held on May 21, 2024, with 94.2% support, and reflects our long-standing remuneration

principles to support the execution of Pharming's long-term business strategy. Furthermore,

the Remuneration Report for the financial year 2023 received 95.6% of the votes. In this

Remuneration Report, the Remuneration Committee reports on how the remuneration policy has

been put into practice for our Executive and Non-Executive Directors during 2024.

The Remuneration Committee continues to monitor the need for appropriate changes to our

remuneration policy and disclosures, to ensure continued consistency with prevailing best practices.

In that regard, the Remuneration Committee engaged Georgeson, an international strategic

consultant, for a review of both the 2023 Remuneration Report and the feedback from proxy

advisors and investors, for the 2024 Remuneration Report.

Looking back on 2024

Remuneration Committee activities and developments

Throughout the year 2024, the Remuneration Committee consisted of Ms. Deborah Jorn, Mr. Mark

Pykett, Ms. Jabine van der Meijs, and myself as Chair.

The Remuneration Committee met five times in 2024 to discuss the proposals and prepare related

recommendations to the Board of Directors regarding the compensation of the Executive Director/

CEO, in accordance with the remuneration policy and incentive programs as adopted and approved

by our shareholders, and the compensation of the members of the Executive Committee. Details on

the activities of the Remuneration Committee can be found in the Annual Report.

Remuneration Executive Director in 2024

Base salary

The Remuneration Committee reviewed and discussed the fixed base salary of the Executive Director

and decided to recommend to the Board of Directors to set the fixed salary of the Executive Director

at €642,720 (US$694,395) for 2024, which represents a 3% increase compared to the previous year

(2023: €624,000 (US$673,000)). This salary increase took into consideration the outcome of the

review of the annual performance of the Executive Director in 2023, the performance results of the

Company, and the outcome of the compensation merit increases for our wider workforce.

The average 2024 increase for Pharming employees employed in Europe was also 3%.

Incentive plans performance

2024 performance and STI outcome (annual bonus in cash)

Pharming delivered a strong final performance in 2024, with record RUCONEST® revenue and strong

Joenja® growth, and also solid progress on several other targets that had been set for the year.

The company ended 2024 on a strong note, growing total revenues by 21% to US$297.2 million and

exceeding the revenue guidance range of US$280-$295 million.

For the 2024 STI, the Remuneration Committee calculated a total payout percentage of 85.2% on all

one-year financial and non-financial targets that had been set for the STI 2024. A detailed CEO

balanced scorecard on the financial and non-financial targets, including the calculation of the

respective payout results for each quantifiable target based on the applicable schedule, can be found

in Part III of this Remuneration Report.

The total weighted payout result of 85.2% on all KPIs was multiplied by the 70% 'on target'-score to

calculate the total payout amount on the STI 2024. The Remuneration Committee concluded that this

resulted in a cash payment to the Executive Director equal to 59.6% of the fixed annual salary for

2024, i.e., €383,318 (US$414,137) gross.

Pharming Group N.V. Annual Report 2024 | 73

Contents

At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Remuneration Report 2024

2022-2024 Executive LTI performance

2,363,455 conditional (restricted) shares were awarded to the CEO for the performance years 2022-

up to and including 2024. Vesting of the shares granted under the Executive LTI program was subject

to the performance of the CEO on the applicable long-term targets, which was a combination of Total

Shareholder Return (40% weighting) and strategic corporate objectives (60% weighting), during the

performance period.

The share-price performance of Pharming shares over the performance period 2022-2024 (comparing

the VWAP as per January 1, 2022, versus the VWAP as per January 1, 2025, in accordance with the

provisions of the Remuneration Policy) was +12%, while the ASCX index decreased by 3% and the IBB

ETF decreased by 10% over the full aforementioned period. Accordingly, the score on Total

Shareholder Return was 38% according to the applicable table.

The Remuneration Committee determined the total score for the performance of the Executive

Director on the corporate strategic objectives at 44.4%. For further details on the achievements

versus the related targets, please consult Part III in this report. The vesting level of 82.4% resulted

in a total number of 1,947,487 unconditional shares (gross) that vested for the CEO.

Executive changes

On October 24, 2024, Mr. Sijmen de Vries announced that he would not be available for

reappointment upon the scheduled expiration of his term. The Extraordinary General Meeting of

Shareholders (the "EGM") that was held on March 4, 2025, appointed Mr. Fabrice Chouraqui (date

of birth: August 1, 1970, French national, U.S. citizen), upon the binding nomination of the Board of

Directors, as the new Executive Director/CEO for a term of four years, effective as of the closing of

the EGM and expiring at the closing of the Annual General Meeting of Shareholders to be held in

the year 2029.

Mr. de Vries supports the nomination of Mr. Chouraqui and confirmed his resignation from the Board

of Directors effective at the closing of the EGM. Mr. de Vries will ensure a smooth hand-over of his

tasks and responsibilities as Executive Director and CEO to Mr. Chouraqui and remains a strategic

advisor to the new CEO until December 31, 2025. In that capacity, Mr. de Vries will continue to

receive his monthly base salary, including emoluments, up to and including December 31, 2025.

More details on the settlement of Mr. de Vries' outstanding contractual rights can be found in Part IV

of this Remuneration Report. These details were also included in the materials that were published

for the EGM. The remuneration package granted to Mr. Chouraqui, as new Executive Director and

CEO, and (to the extent applicable) as approved by our shareholders at the EGM, is also outlined in

Part IV of this Remuneration Report.

I look forward to presenting this Remuneration Report at the Annual General Meeting of

Shareholders on June 11, 2025. On behalf of the Remuneration Committee and the Non-Executive

Directors, I would like to thank you for your continued support of Pharming.

Steven Baert

Chair of the Remuneration Committee

Shareholder voting at General Meeting of Shareholders

The following table sets out the voting results in respect of resolutions relating to remuneration over

the past years.


Resolution		% Votes in Favor
Approval remuneration package new CEO, to the extent applicable (voted on March 4, 2025)	Binding	98.11%
2024 Remuneration Policy (voted on May 21, 2024)	Binding	94.20%
Remuneration Chair of the Board of Directors (voted on September 25, 2023)	Binding	99.10%
Fees chair and members Transaction Committee (voted on May 17, 2023)	Binding	98.62%
2023 Remuneration Report (voted on May 21, 2024)	Advisory	95.60%
2022 Remuneration Report (voted on May 17, 2023)	Advisory	95.05%
2021 Remuneration Report (voted on May 18, 2022)	Advisory	76.72%
2020 Remuneration Report (voted on May 19, 2021)	Advisory	98.16%
2020 Remuneration Policy (voted on December 11, 2020)	Binding	99.28%

Pharming Group N.V. Annual Report 2024 | 74

Contents

At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Remuneration Report 2024

Part I: Brief Summary of the Executive Director remuneration elements

The Executive Board remuneration policy is simple and transparent in design, and consists of the following key elements:


Remuneration element	Purpose	Design and link to strategy	Value
Base salary	• Involves fixed cash compensation. • To provide a fair and competitive basis for the total pay level to attract high caliber leaders. • In-depth benchmark annually.	• Facilitates recruitment and retention, and is the basis for competitive pay. • Rewards performance of day-to-day activities.	• Base salaries at Pharming target the median of the labor market peer group with possible exceptions based on experience. • The actual salary is to be determined based on the country of residence. • Any remuneration increases are in line with the wider workforce and typically effective from the 1 st of January each year.
Pension	• Defined-Contribution Pension Plan for Executive Directors based in the Netherlands. • Alternative pension benefits for Executive Directors based in other countries, with a value aligned with similar benefits offered to Pharming's staff members in the jurisdiction where the relevant Executive Board Member is residing (e.g. 401k in the U.S.).	• Provides for employee welfare and retirement needs. • Designed to be competitive in the relevant market. • The CEO and Executive Committee receive a pension plan that is the same as all eligible Pharming employees. No additional executive pension benefits are awarded.	• NL: pension contributions for the CEO, in accordance with the plan that also applies to the other employees based in the Netherlands, equals 27.83% of base salary. - For Dutch employees, including the CEO, the pensionable income is capped at €137,800 for 2024; this is the fiscal maximum. - A Net Employee Pension Scheme is offered to all employees whose pensionable income exceeds the specified maximum. • Other countries: value aligned with similar benefits offered to Pharming's staff members in the jurisdiction where the relevant Executive Board Member is residing.
Benefits	• Provides a range of benefits, including, but not limited to a car lease scheme, aligned with plans and programs offered to staff members in place of residence.	• Provides market competitive benefits to aid retention. • The CEO and Executive Committee receive the same benefits as eligible Pharming employees. No additional executive benefits are granted.	• NL: holiday allowance: 8.33% of the base salary. • Other countries: value aligned with similar benefits offered to staff members in place of residence.

Pharming Group N.V. Annual Report 2024 | 75

Contents

At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Remuneration Report 2024


Remuneration element	Purpose	Design and link to strategy	Value
Short-term variable remuneration	• Based on achieving annual measured, financial and non- financials goals. • Aims, at target level, for the median of the labor market peer group. • Is paid 100% in cash.	• Drives and rewards sound business decisions for the short-term prospects of Pharming. • Aligns Executive Directors and shareholder interests. • At least 50% of the bonus opportunity is linked to financial performance. • Strategic goals and sustainability goals are set. • The committee undertakes a thorough assessment to ensure that targets are rigorous and sufficiently stretched.	• On-target performance: 70% for the CEO / 50% of annual base salary for other Executive Board Members.1 • Maximum opportunity for CEO capped at 140% of base salary.1 • Threshold: 80% for each quantifiable target separately. • From the STI for 2024 onwards, a maximum of 200% applies for payout on each individual target. • Below threshold: no STI pay-out on targets below threshold level. • STI payout is made in cash. • The Remuneration Committee may apply judgement with discretion to make appropriate adjustments to the annual bonus.
Long-term variable remuneration (Executive LTI program)	• Is based on achieving three-year TSR (40% weighting) and strategic targets (60% weighting). • Aims, at target level, for the median of the peer group. • Is awarded through the vesting of shares, net of taxes. • Vested shares are blocked for another two years, with a five-year holding restriction since the date of the conditional performance grant.	• Drives and rewards sound business decisions for the long-term prospects of Pharming. • Aligns Executive Director's and shareholder interests. • Supports Executive Board retention.	• On-target performance: 300% of annual base salary for the CEO.2 • Maximum opportunity for CEO capped at 450% of base salary.2 • Threshold (as from the LTI for 2023-2025 onwards): 80% for each quantifiable target separately. • From the LTI for 2024-2026 onwards, a maximum of 200% applies for each individual target. • Below threshold: no vesting on targets below threshold level. • LTI payout is made in shares.
Mandatory share ownership and holding requirement	• To further align the interests of executives to shareholders.		• The minimum shareholding requirement is 400% of annual base compensation for the CEO. The CEO may decide to accrue the required minimum shareholding over time by the vesting of after- tax performance shares from the Executive LTI program, without the requirement for own purchases.
Severance pay	• Ensure upfront clarity on pay in case of early departure.	• Payments related to the early termination of a contract reflect performance achieved over time and shall not reward failure.	• Maximum severance pay is 100% of the fixed annual remuneration. Not awarded in case of early termination at the CEO's initiative (unless due to culpable conduct or neglect by the Company and/or due to the CEO's culpable conduct or gross negligence).3

1 The Extraordinary General Meeting of Shareholders convened for March 4, 2025, approved an increase of the on-target payout to 75% of the annual base salary and a maximum payout of 150% of the annual base salary for Mr. Fabrice Chouraqui, as nominated new CEO.

2 The Extraordinary General Meeting of Shareholders convened for March 4, 2025, approved an increase of the on-target value to 425% of the annual base salary and a maximum payout of 637,5% of the annual base salary for Mr. Fabrice Chouraqui, as nominated new CEO.

3 The Extraordinary General Meeting of Shareholders convened for March 4, 2025, approved the grant of a severance payment for Mr. Fabrice Chouraqui, as nominated new CEO:

a. equal to 200% of his fixed annual base salary, in case of a termination of his mandate as CEO without cause (i.e., absent serious culpable conduct or gross negligence on the part of the CEO)within twelve (12) months following a change of control of Pharming, including an

unconditional acquisition by a third-party of the majority of the ordinary shares in Pharming; and

b. absent a change of control as described sub a., equal to 100% of his fixed annual base salary in case of any other termination of the mandate and contract by Pharming without cause(i.e., absent serious culpable conduct or gross negligence on the part of the CEO) or by

the CEO for good reason (i.e., serious culpable conduct or neglect on the part of Pharming).

Pharming Group N.V. Annual Report 2024 | 76

Contents

At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Remuneration Report 2024

Quantum peer group

European Peers: ADC Therapeutics, Alliance Pharma, Autolus Therapeutics, Basilea Pharmaceutica,

Bavarian Nordic, BioGala, Biotest, Camarus, Cosmo Pharmaceuticals, Galapagos, Innate Pharma,

Merus, Oxford Biomedica, uniQure, Valneva, Zealand Pharma.

U.S. Peers: Anika Therapeutics, BioCryst PharmaCeuticals, Coherus BioSciences, Collegium

Pharmaceutical, Enanta Pharmaceuticals, Heron Therapeutics, Ironwood Pharmaceuticals,

Karyopharm Therapeutics, Ligand Pharmaceuticals, MannKind, Mirium Pharmaceuticals, Rigel

Pharmaceuticals, Supernus Pharmaceuticals, Travere Therapeutics, Vanda Pharmaceuticals.

During the year under review, MorphoSys, Immunogen, and Intercept Pharmaceuticals were acquired

by Novartis, AbbVie and Alfasigma, respectively.

The Remuneration Committee has initiated a full review of the peer group that is scheduled to be

completed in the course of 2025. As a result of this review, the aforementioned companies will be

replaced by other companies that are deemed a "best fit" in terms of financial, market and business

profile, sector, and business/product focus while taking into consideration Pharming's positioning

among the peer group and in respective markets. The updated composition of the peer group will be

published on the company website once approved by the Remuneration Committee.

Pharming Group N.V. Annual Report 2024 | 77

Contents

At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Remuneration Report 2024

Part II: Executive Director pay: implementation of the

remuneration policy in 2024

Executive Director remuneration at a glance: total remuneration package paid to the CEO

The table below shows the annual remuneration and the implementation of the remuneration policy

in 2024 for the Executive Director/CEO expressed in a single figure and compared to 2023.

All amounts were paid in euros and have been rounded. The US$ figures have been included to

ensure consistency with the 2024 Annual Report, applying an FX rate of 1.0804 (average 2024) for the

amounts paid in 2024. The amounts paid in 2023 have been calculated using an FX rate of 1.0790

(average 2023).


in EUR '000 (US$ '000)	Year	Base Salary		STI		LTI Value of units vesting		Pension cost		Other emoluments		Total
Sijmen de Vries, CEO	2024	€643	US$694	€383	US$414	€1,801	US$1,946	€107	US$116	€32	US$35	€2,966	US$3,205
	2023	€624	US$673	€570	US$615	€823	US$888	€107	US$115	€32	US$35	€2,156	US$2,326

Proportion of fixed and variable remuneration, including fair value costs for Pharming

The following table reflects the amounts of fixed and variable remuneration paid to the CEO/

Executive Director in 2024 and in the past years, together with the fair value share-based payment

costs incurred by Pharming. The amount of share-based compensation as reflected in the table

includes the (pro-rata) fair value of the granted but unvested restricted shares that were granted in

2022, 2023 and 2024 to the CEO pursuant to the new Executive LTI Program.


in EUR '000 (US$ '000)	Year	Base Salary		STI		Share based compensation		Pension cost		Other emoluments		Total
Sijmen de Vries, CEO	2024	€643	US$694	€383	US$414	€914	US$987	€107	US$116	€32	US$35	€2,079	US$2,246
	2023	€624	US$673	€570	US$615	€1,271	US$1,371	€107	US$115	€32	US$35	€2,604	US$2,809
	2022	€603	US$636	€374	US$394	€1,158	US$1,221	€ 106	US$112	€ 32	US$34	€2,273	US$2,396
	2021	€574	US$681	€301	US$357	€1,344	US$1,594	€ 101	US$120	€ 32	US$38	€2,352	US$2,790
	2020	€538	US$614	€377	US$431	€1,522	US$1,739	€ 94	US$107	€ 32	US$37	€2,563	US$2,927

Pharming Group N.V. Annual Report 2024 | 78

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At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Remuneration Report 2024

Fixed remuneration

Base salary

The following table reflects the gross annual base salary (fixed remuneration) of the Executive

Director/CEO paid in the financial year 2024:


	Fixed Remuneration in '000 in 2024	Fixed Remuneration in '000 in 2023
Sijmen de Vries, Chief Executive Officer	€643 ( US$694)	€624 ( US$673)

All amounts were paid to the Executive Director in euros. The amounts have been rounded.

The US$ figures have been included to ensure consistency with the 2024 Annual Report, applying an

FX rate of 1.0804 (average 2024) for the amounts paid in 2024. The amounts paid in 2023 have been

calculated using an FX rate of 1.0790 (average 2023).

Benefits

The Executive Director/CEO is entitled to additional benefits, such as a car lease scheme, as further

described in Part I of this Remuneration Report. These benefits are fully consistent with those offered

to other eligible Pharming employees.

In the Netherlands, salaries are paid in 12 monthly installments and one additional monthly

installment, entitled 'holiday allowance' which is paid typically in May/June. The allowance is equal to

8.33% of the base salary and included in the gross annual salary of staff and those Executive Board

Members residing in the Netherlands.

Pension

The Executive Director/CEO pension arrangements for Executive Board Members residing in the

Netherlands are based on defined contribution. For Mr. Sijmen de Vries, Pharming provides an annual

contribution of 27.83% of the base salary, minus the franchise to the schemes of the Executive

Director/CEO, in accordance with the Remuneration Policy and the contributions to other employees.

For Dutch employees, the pensionable income is capped at €137,800 for 2024; this is the fiscal

maximum. A Net Employee Pension Scheme is offered to all employees whose pensionable income

exceeds the specified maximum.

Variable remuneration

The Remuneration Committee reviewed the performance of Mr. Sijmen de Vries as the Executive

Director/CEO. During 2024, remuneration was paid in accordance with the Remuneration Policy.

We note that there were no deviations from the Remuneration Policy, nor from the governance

process in the execution of the policy.

As announced in the 2023 Remuneration Report, the results on each of the KPIs for the 2024 STI are

to be calculated in accordance with the following table:


Actual score compared to target	Payout %
<80%	—%
On target	100%
Each 1% exceeding target	+3%
Each 1% below target	(3%)

Pharming Group N.V. Annual Report 2024 | 79

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At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Remuneration Report 2024

Accordingly, the results on the targets for the 2024 STI are summarized in the below table:


Theme	Weighting	KPI/target	Actual	Actual vs target (+/-%)	Impact on payout (+/- 3%)	Payout % (weighted)
Financial	20%	Total revenue growth: Revenue growth to US$293M (q)	Growth to US$297.2M	101%	+3%	20.6%
	10%	Operating profit: Operating loss not exceeding US$15M	Loss US$8.6M	143%	+129%	10.0%
	10%	Cash & Marketable securities balance, net of debt funding: Balance of US$50M (q)	US$86.9M	174%	+222%	20.0%
	10%	Compliance with Sarbanes-Oxley Act: Compliance assessment by the Board of Directors	Achieved: implementation and testing of all required internal controls, as audited by Deloitte	0%	0%	0%
	15%	Enhance workforce composition: – Leadership diversity by year-end 2024 - senior management/senior positions and ExCo: 50% female (q) – Staff turnover rate: less than 52 FTE (q) – Employee engagement score (to be assessed by the Board of Directors)	43% 43.4 FTE Not achieved	86% 117% 0%	-42% 51% 0%	0% 7.6% 0%
Execution	15%	Leniolisib: – US: grow number of patients on therapy, securing reimbursement (q) – EMA MAA approval – Clinical development: progress pediatric & Japan studies – Life cycle: progress development of new leniolisib indication beyond APDS	Growth slower than planned Not achieved in 2024 Studies progressing as planned PIDs study started	0% 0% 100% 100%	0% 0% 0% 0%	0% 0% 4.0% 3.0%
Execution	10%	Business Development: One clinical-stage asset or other BD opportunity added to pipeline	Public offer made to acquire Abliva	100%	0%	10.0%
ESG (Impact/ Purpose)	10%	Progress ESG program	Consistent with the requirements imposed by the ESRS standards, the metrics for "Business Ethics", "Animal Welfare" and "Climate Change" and the climate change targets/KPIs were approved by the Board The Pharming ESG website page was launched	100%	0%	10.0%
Total						85.2%

(q) = quantitative KPI

Pharming Group N.V. Annual Report 2024 | 80

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At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Remuneration Report 2024

The Remuneration Committee decreased the payout results on certain KPIs - including those set for

operating profit - to ensure that these results adequately represent the related achievements by the

CEO.

The Remuneration Committee concluded that the total weighted payout result of 85.2% on all KPIs

results in a cash payment to the Executive Board Member/CEO equal to 59.6% of the fixed annual

salary for 2024, i.e., €383,318 gross.

Payout of STI variable remuneration takes place only after verification by the external auditor of the

Company's financial statements, including the financial KPIs on which the financial STI targets are

based.

A. Long-term variable remuneration (LTI): shares

Shares awarded to the CEO for the performance years 2022-2024 under the new Executive LTI

program, vested in the first quarter of 2025, applying the targets set at the start of the three-year

performance period in 2022.

The following table summarizes the tranches of shares for performance periods of three years each

that have been awarded to the CEO but have not yet vested:


Name	Number of restricted LTI shares granted in 2023 (vesting Q1 2026)	Number of restricted LTI shares granted in 2024 (vesting Q1 2027)
Sijmen de Vries	1,681,570	1,824,602

The CEO is on track to meet the targets set for the respective performance periods. A retrospective

disclosure will be included in the Remuneration Report following the end of the relevant performance

periods.

Vesting Executive LTI 2022-2024

The vesting results for the Executive Plan for the performance years 2022-2024 are explained below.

In accordance with the applicable terms and conditions, the vesting of the shares is determined

based on the performance of the CEO on the applicable long-term targets, which were a combination

of Total Shareholder Return (40% weighting) and the performance on the strategic corporate

objectives (60% weighting) during the respective calendar years 2022-2024.

Total Shareholder Return metrics and targets (40% of LTI award)

Set out below is a summary of Pharming's TSR performance relative to its peers as part of the TSR

element of the Executive LTI program, based on the table included in the remuneration policy.

Metric

Targets

Actual

TSR relative

to ASCX and

IBB ETF index

Below

index

Equal

index

10%

above

index

20%

above

index

40%

above

index

60%

above

index

80%

above

index

100%

above

index

Position

Relative

to ASCX

index

+15%

Position

relative

to IBB ETF

index

+22%

Vesting

80%

90%

100%

110%

120%

130%

150%

Pay-out

90%

Vesting

100%

The share-price performance of Pharming shares over the performance period 2022-2024 (comparing

the VWAP as per January 1, 2022, versus the VWAP as per January 1, 2025, in accordance with the

Remuneration Policy, was +12%, while the ASCX index decreased by 3% and the IBB ETF decreased by

10% over the full aforementioned period. This result places Pharming +15% against the ASCX and

+22% against the Nasdaq Biotechnology Index peer group. Accordingly, with reference to the above

table and applying the 40% weighting, the score on Total Shareholder Return is 38% (score to be

measured for each of the indices separately: 90% score ASCX and 100% score IBB; average of 95%).

Pharming Group N.V. Annual Report 2024 | 81

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At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Remuneration Report 2024

Strategic objectives outcomes (60% of award)

A summary of the CEO's performance on the strategic objectives for the years 2022-2024 is set out

below:


Target	KPI	Outcome	Score
1. leniolisib progression of markets/APDS indication roll-out.	U.S. approval 2023 EU approval 2023 Japan approval 2024 Pediatric approval 2024 U.S. reimbursement 2023 EU reimbursement 2023-2024 Japan reimbursement 2024	Achieved (deemed material by RemCo given strategic importance): U.S. approval 2023 U.S. reimbursement 2023 U.K. approval 2024	70%
2. Portfolio development from internal research technologies.	Milestone planning 2023-2024 as adopted by the Board of Directors.	Following internal review of company strategy, decisions taken on portfolio development from internal research technologies leading to discontinuation of programs for Pre- eclampsia, Pompe, AKI and expansion of transgenic (cattle) platform. This freed up resources for focus on APDS/leniolisib, initiation of development of secondary indications genetically defined PIDs and CVID.	100%
3. Milestones additional in-licensed development programs (e.g. OTL-105) by YE 2024 according to planning adopted by the ExCo and Board of Directors.	Execution according to approved plan.	Following non-achievement of defined (pre-clinical) results, the OTL-105 program was discontinued in accordance with development plan. This freed up resources for focus on APDS/leniolisib, initiation of development of secondary indications genetically defined PIDs and CVID.	50%
4. Quantity and quality of licensing and/or M&A targets to fill the 2025-2028 launch pipeline.	Delivery of launch pipeline 2025-2028.	The Board assessed the Business Development opportunities presented to them. Good process set up.	50%
5. ESG goals: implementation milestones according to action plan adopted in 2022; first ESG reporting included in Annual Report 2023.	ESG reporting included in Annual Report from 2023.	Achieved. ESG chapter was included in Annual Reports for 2022 and 2023 (consistent with CSRD timelines in effect in 2022). Pharming was on track over period 2022-2024.	100%

Pharming Group N.V. Annual Report 2024 | 82

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At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Remuneration Report 2024

The vesting results on the targets for the Executive LTI 2022-2024 are summarized in the table below:

Overall vesting of the Executive LTI program 2022-2024


Metric	Weighting	Vesting level
TSR	40%	38.0%
Strategic Objectives	60%	44.4%
Total vesting percentage:		82.4%

The vesting level of 82.4% resulted in a total number of 1,947,487 shares (gross) that vested for the

CEO for the performance years 2022-2024. These shares are subject to a five-year retention period as

of the grant in 2022.

Payout of variable remuneration takes place only after verification by the external auditor of the

financial statements, including the financial KPIs on which the financial targets were based.

Pay ratio

The Remuneration Committee considered the pay ratios within the Company and compared the

payout of remuneration in 2024 to the Executive Director in an internal reference group, in

accordance with the requirements set by the Dutch Corporate Governance Code. Pharming applies a

methodology to calculate the internal pay ratio that is IFRS-driven.

For 2024, the pay ratio between the compensation of the CEO and the mean compensation of

employees (excluding the CEO) was 8.9:1 (2023: 12.0:1; 2022: 12.0:1; 2021: 13.7:1; 2020: 13.8:1).

Compensation in each case comprises all salary, bonus, share-based compensation in cash or in kind

and pension contributions.

The lower pay ratio in 2024 resulted from the lower costs of share-based compensation.

The aforementioned pay ratio is deemed consistent with levels which are appropriate for Pharming,

given its size and complexity.

Details of the staff costs can be found in note 7. Expenses by nature of the consolidated financial

statements.

The following table sets out the remuneration and company performance over the period 2020-2024

for the CEO (in EUR) and also visualizes the average employee salaries over the same period in Euro

and USD:


Annual % change	2024 vs 2023	2023 vs 2022	2022 vs 2021	2021 vs 2020	2020 vs 2019
Director's remuneration
Sijmen de Vries, CEO and Executive Director (Euro comparison)	(20%)	15%	(3%)	(8%)	82%
Sijmen de Vries, CEO and Executive Director (USD comparison)	(20%)	17%	(14%)	(5%)	85%

Company performance - increase/(decrease) (USD comparison)
Revenues	21%	19%	3%	(6%)	10%
Gross Profit	19%	17%	6%	(6%)	12%
Operating Result	(60%)	(130%)	34%	(82%)	10%
Net Result	12%	(177%)	(15%)	(58%)	(10%)
Employees (full-time equivalent)	6%	15%	16%	24%	21%

Average remuneration of employees on a full-time basis
Employees of the Group	6%	18%	(3%)	(5%)	4%

The annual % changes in the above USD information, reflect, amongst others, the change in FX rates.

In addition, the change of the CEO's remuneration also reflects the changes in the costs of share-

based compensation.

Pharming Group N.V. Annual Report 2024 | 83

Contents

At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Remuneration Report 2024

Statement of compliance

Derogation

There were no deviations from the executive and non-executive directors' remuneration policy in

2024 that are not disclosed in this Remuneration Report.

Termination payments

The contractual severance arrangements as agreed with Mr. Sijmen de Vries as the Executive Director

(maximum severance pay is 100% of the fixed annual remuneration) are compliant with the Dutch

Corporate Governance Code. No termination payments were made to executive and non-executive

directors on termination of employment or office in 2024.

Malus and clawbacks

In line with Dutch Law, the Dutch Corporate Governance Code and SEC requirements, malus and

clawback provisions apply to the STIs and LTIs awarded to executive directors whereby variable

remuneration may be reduced or (partly) recovered if certain circumstances apply. In 2024, no malus

or clawback was applied to any remuneration of the executive directors.

Loans and advances

No loans or advances were granted to the CEO in the course of 2024.

Share ownership

The Remuneration Policy requires the Executive Director to acquire and hold shares in the Company

with a value of at least 400% of his/her annual base salary. The minimum shareholding can be built up

over five years. This minimum shareholding requirement aims to align the interests of the executive

directors with those of the Company to drive long-term performance and value creation.

The guidelines require that all after-tax shares be retained until the required level is met.

In addition, the Executive Director shall comply with holding requirements under the Dutch Corporate

Governance Code. This means that the Executive Director shall hold all after-tax shares received

under the long-term incentive plan for a period of at least five years from the date of grant.

As of December 31, 2024, the Executive Director held 8,594,721 unrestricted ordinary shares,

representing a value of €7,950,117 (US$8,589,306). This is based on the Pharming closing share price

on December 31, 2024: €0.925 (US$0.999). Therefore, as reflected in the table below, the Executive

Director's share ownership well exceeds the minimum level.

Pharming shares held by Executive Director/CEO in shares


	2024 base salary in '000	Share Ownership (#) and value in '000 as of Dec. 31, 2024		Value as % of annual base salary 2024	2023 base salary in '000	Share Ownership (#) and value in '000 as of Dec. 31, 2023		Value as % of annual base salary 2023
Sijmen de Vries, Chief Executive Officer	€643	8,594,721		1,237%	€624	8,141,383		1,345%
Sijmen de Vries, Chief Executive Officer	US$694	€7,950	US$8,589		US$673	€8,394	US$9,057

Once the requirements under the Pharming share ownership guidelines and under the Dutch

Corporate Governance Code are met, shares may be sold by the Executive Director, subject to the

Pharming Insider Code.

Outstanding rights under Share Option and LTIP plans

The Executive Director has no rights outstanding under any of the LTIP plans as granted until 2019.

The Executive Director exercised his share options on May 20, 2024, in anticipation of the scheduled

expiration date (May 22, 2024) of the remaining options that were granted to the Executive Director,

with the approval of our shareholders, in 2019. No share option rights are outstanding.

Pharming Group N.V. Annual Report 2024 | 84

Contents

At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Remuneration Report 2024

Part III: Executive Director pay: looking ahead to 2025

As explained in the Letter from the Remuneration Committee Chair, on October 24, 2024,

Mr. Sijmen de Vries announced that he would not be available for reappointment upon the scheduled

expiration of his term. On January 21, 2025, the Board of Directors announced the nomination of

Mr. Fabrice Chouraqui (date of birth: August 1, 1970, French national, U.S. citizen) as his successor for

a term of four years, effective as of the closing of the Extraordinary General Meeting of Shareholders

(the "EGM") that was convened for his appointment on March 4, 2025, and expiring at the closing

of the Annual General Meeting of Shareholders to be held in the year 2029.

Sijmen de Vries resigned from the Board of Directors effective at the closing of the EGM. He will

ensure a smooth hand-over of his tasks and responsibilities as Executive Director and CEO to Fabrice

Chouraqui and remains a strategic advisor to the new CEO until December 31, 2025. In that capacity,

Mr. de Vries will continue to receive his monthly base salary including emoluments, up to and

including December 31, 2025.

In recognition of Sijmen de Vries' dedicated commitment to Pharming over the past 16 years and his

willingness to remain available as a strategic advisor to the new CEO to ensure a smooth transition

in the best interest of Pharming, the Board of Directors granted Sijmen the status of Good Leaver

as defined in his employment contract. Accordingly, the Board of Directors decided that:

• Sijmen de Vries will receive the gross amount in settlement of the Short-Term Incentive Plan for

the year 2025 pro-rata for the period January 1, 2025, up to and including the date of the EGM

in the first quarter of the year 2026. This payout date is in accordance with the regular schedule

(no accelerated payout) and subject to the score on the performance targets; and

• the restricted shares granted to Sijmen de Vries pursuant to the Long-Term Incentive Plan for

the performance periods 2023-2025 and 2024-2026, will vest in the first quarter of the year 2026

and the first quarter of the year 2027, respectively. These vesting dates are in accordance with

the regular vesting schedule (no accelerated vesting). Vesting will be subject to the score on the

performance targets and the vesting percentage will be calculated pro-rata up to and including

June 11, 2025, (i.e., the originally scheduled date of the expiration of the mandate of Sijmen).

Sijmen de Vries waived his right to the grant of new restricted shares pursuant to the Long-Term

Incentive Plan for the performance period 2025-2027 and shall not receive a severance payment.

The described settlement of Sijmen de Vries' outstanding contractual rights ensures that the tax

liabilities for Pharming have been kept to a minimum.

Incoming Executive Director/CEO

As a U.S. resident, Fabrice Chouraqui has entered into an employment agreement with Pharming

Healthcare Inc., the 100%-owned U.S. subsidiary of Pharming for an indefinite term. An intercompany

agreement will be signed between the Company and Pharming Healthcare Inc. The employment

agreement provides, amongst others, that the Remuneration Policy for the Board of Directors as

approved by our shareholders on May 21, 2024, (hereafter the "Remuneration Policy") shall apply

to the remuneration package of Mr. Chouraqui, subject to certain adjustments as specified below.

The Remuneration Policy provides, amongst others, that the actual remuneration is to be determined

based on the country of residence of the CEO, i.e., the U.S. standards apply for Fabrice Chouraqui,

as a U.S. resident. Accordingly, the Board of Directors granted Fabrice Chouraqui the following

remuneration package in accordance with the Remuneration Policy, in his capacity as Executive

Director/CEO:

1. Annual base salary: USD 750,000 gross (reference year: 2025);

2. Annual Short-Term Incentive Plan in cash (STI): target score to be set at 75% of the fixed annual

base salary; maximum payout is set at 150% of the fixed annual base salary;

3. Long-Term Incentive Plan in restricted performance shares (LTI): the on-target value level shall be

equal to 425% of the annual base salary, while the maximum performance vesting level is set at

637.5% (i.e., 150% of the on-target value level);

4. Other benefits/provisions: in accordance with the Remuneration Policy, the remuneration package

also includes all employee benefit plans and programs offered by Pharming Healthcare Inc. from

time to time to its U.S. senior employees, including pension plans (401(k)), medical/dental/vision/

life insurance and a company car.

Our shareholders approved the on-target values and maximum scores for the STI and LTI as set out

above during the Extraordinary General Meeting of Shareholders held on March 4, 2025. During that

same meeting, our shareholders also approved the severance payment arrangements agreed with

Fabrice Chouraqui, including the severance payment equal to 200% of the fixed annual base salary,

in case of a termination of the mandate of Fabrice Chouraqui as CEO without cause, i.e., absent

serious culpable conduct or gross negligence on the part of the CEO) within twelve (12) months

following a change of control of Pharming, including an unconditional acquisition by a third-party

of the majority of the ordinary shares in Pharming.

Pharming Group N.V. Annual Report 2024 | 85

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At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Remuneration Report 2024

The Remuneration Committee is of the opinion that the remuneration package for Mr. Chouraqui, as

the new CEO, is appropriate in view of Mr. Chouraqui's strong track record as a global pharmaceutical

and biotechnical leader, and the wealth of global expertise and deep international experience, across

the entire biopharmaceutical value chain, that he will bring to Pharming. The proposed package also

recognizes that Mr. Chouraqui, unlike Mr. Sijmen de Vries as outgoing CEO, is residing in the United

States of America, by ensuring full consistence with U.S. benchmark data. The Board of Directors

considered the benchmark report of AON Radford, as further described below, to ensure alignment

with the U.S. market.

As set out in the Remuneration Policy, 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 U.S. labor market, as the Company has established a

significant and still growing presence in the US. As set out above, the Remuneration Policy also

provides that the actual salary is to be determined based on the country of residence of the CEO, i.e.,

the United States of America for Mr. Chouraqui, as a U.S. resident.

The foregoing balance is reflected in the peer group that has been composed by Pharming, consisting

of European and U.S. companies active in Life Sciences as listed in Part II of this Remuneration Report.

The following benchmark results were collected and presented by AON Radford in December 2024

for the remuneration package awarded to Mr. Chouraqui:

• Annual Base Salary:

The annual fixed base salary payable by Pharming to the CEO will be positioned between the 25th

and 50th percentile for U.S. peers. The annual fixed base salary is positioned between the 50th and

75th percentile for European peers.

• Equity/LTI and total remuneration:

The combination of annual base salary and the annual STI bonus trails the 50th percentile for U.S.

peers and is equal to the 75th percentile for European peers. The LTI grant is slightly above the

25thh percentile of the U.S. peers and just below the 75th percentile of the European peers.

Mr. Chouraqui also received a one-off compensation in the first quarter of 2025 for the cash bonus

and equity awards that forfeited due to his resignation from his previous role at Cellarity, Inc., to

become the new CEO of Pharming, i.e., (like-for-like) cash compensation equal to the forfeited value

of Mr. Chouraqui's entitlement to a short-term incentive plan in cash and compensation in the form

of shares for the loss of value of equity awards.

Based on the statement received from Cellarity, Inc., as verified by Pharming, the total forfeited value

was US$990,000, of which US$110,000 represents the forfeited cash bonus and US$880,000 the

forfeited equity awards, i.e., share option rights with a 4-year anticipated vesting period. This total

forfeited value is substantially lower than the maximum value of US$3,200,000 as was mentioned in

the Explanatory Notes for the EGM.

The Board of Directors decided to grant Mr. Chouraqui the following like-for-like compensation, in full

and final settlement of his right to compensation:

(i) US$110,000 to be paid in cash for the 2024 annual incentive forfeiture; and

(ii) US$880,000 to be granted in Restricted Share Units, which are subject to vesting in four (4) equal

annual tranches of 25% each.

The Remuneration Committee discussed the proposed short-term and long-term goals and objectives

in connection with the applicable incentive plans for Mr. Chouraqui, as the new Executive Director.

Related recommendations were submitted to the Board of Directors.

2025 STI goals

An outline of the 2025 STI scorecard for the Executive Director, including the applicable weightings is

provided below. As stated in our recently approved remuneration policy, from the financial year 2024

onwards, the financial targets have a weighting of 50% each time.

All 2025 targets/KPIs will be disclosed retrospectively in the 2025 Annual Report.

The Remuneration Committee has undertaken a thorough assessment to ensure that targets are

sufficiently stretched in the context of potential remuneration delivered.

Pharming Group N.V. Annual Report 2024 | 86

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At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Remuneration Report 2024

The following targets have been set to determine the payout of the cash bonus for the financial year 2025 under the short-term incentive plan. The vesting results for each of the individual (quantitative) KPIs

for the 2025 STI as identified above are calculated in accordance with the following table:


Theme	Definition	Link to strategy	Total Weighting	Weighting individual measures	How to measure performance
Financial	Implementation financial strategy to ensure sustainable long-term value creation.	Deliver sustainable, profitable growth, long-term value creation.	50%	20%	Net revenue growth - quantitative target (USD) based on 2025 Financial Statements
				20%	Operating profit - quantitative target (USD) based on 2025 Financial Statements
				10%	Cash - quantitative target (USD) based on 2025 Financial Statements
Portfolio & pipeline expansion	Ensuring flawless execution of pipeline development strategy and sustainable long-term value creation.	leniolisib: expand addressable patient population. Build a pipeline that delivers approved products.	30%		leniolisib: • Number of patients on paid therapy • On track for EMA MAA approval 2026 • Clinical development: progress pediatric & Japan studies / filings • Life cycle: progress development of new leniolisib indications beyond APDS Abliva integration
People & Organization	Develop a high-performing organization.	Attract and retain strong talents and drive engagement to enable delivery of strategy.	20%	10% 10%	T Improve organizational health, including: • Turnover rate of voluntary leavers employees full year (company-wide) • Employee engagement score 2025
TOTAL			100%

Pharming Group N.V. Annual Report 2024 | 87

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Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Remuneration Report 2024


Actual score compared to target	Payout result
<80%	0%
On target	100%
Each 1% exceeding target	+3%
Each 1% below target	(3)%

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

Pursuant to the remuneration policy, and as approved by our shareholders for Mr. Chouraqui, as our

new Executive Director at the EGM, a 75% payout level applies for the total 'on target'-score, with

a maximum payout of 150% for the CEO. For Mr. de Vries, a 70% on-target score and a maximum

payout of 140% continues to be applied (the payout to be calculated pro-rata for the period

starting January 1, 2025, and up to the EGM held on March 4, 2025).

Executive LTI plan: goals for performance years 2025-2027

As set out in the Remuneration Policy, the financial and highly commercially sensitive targets for our

Executive LTI Plan will be disclosed retrospectively after vesting of the relevant shares. To enhance

transparency, a qualitative summary of these targets, in addition to the full upfront disclosure of all

other targets set for the performance years 2025-2027, is provided below.

The on-target value of the conditional shares to be awarded to Mr. Chouraqui, as our new CEO, under

the Executive LTI plan annually, as approved by our shareholders for the new Executive Director at

the EGM, is set at 425% of the fixed base salary, and the maximum performance value of shares is

set at 637.5% of the fixed base salary (each time through a combination of the score on the TSR

(40% weighting) and the corporate objectives (60% weighting). For Mr. de Vries, a 300% on-target

value and a maximum vesting of 450% continue to be applied (the actual number of shares that

will vest and be transferred to be calculated pro-rata up to the AGM to be held on June 11, 2025).

Total Shareholder Return (40%)

We will make no further adjustments to the TSR metric.


Metric	Targets
TSR relative to ASCX and IBB ETF index	Below index	Equal to index	10% above index	20% above index	40% above index	60% above index	80% above index	100% above index
Vesting	0	80%	90%	100%	110%	120%	130%	150%

Strategic Objectives (60%)

We outline the targets for the strategic objectives element of the Executive LTI plan 2025-2027

below. All goals and objectives specify the on-target and above target scores. The financial and highly

commercially sensitive targets will be disclosed retrospectively in the 2027 Remuneration Report

after vesting of the relevant shares.

Pharming Group N.V. Annual Report 2024 | 88

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At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Remuneration Report 2024

Strategic objectives as part of the Executive LTI plan 2025-2027 (40% TSR; 60% strategic objectives)


Strategic Action	Weighting	How performance measure is assessed	KPI
Maintain RUCONEST® growth and value for HAE patients, despite new market entrance	15%	Quantitative target for 3-year period on revenue growth RUCONEST®	To be disclosed retrospectively
Progress leniolisib life cycles	15%	Targets for 3-year period related to life cycle management for leniolisib (new indications)	EMA approval Other KPIs: to be disclosed retrospectively due to highly commercially sensitive nature
Expand pipeline	15%	Targets for continued pipeline expansion	At least one new clinical program and/or Business Development opportunity KPI Abliva (development KL1333): to be disclosed retrospectively
Drive operational efficiency	15%	Targets for OPEX, Abliva and key operational efficiency initiatives	KPI on OPEX and costs Abliva to be disclosed retrospectively due to highly commercially sensitive nature Implementation key automation programs according to schedule (E2E, Source to Pay)
TOTAL	60%

Note: These performance metrics are reflective of Pharming's updated long-term strategy. Reference is made to the section Our Strategy in the

Annual Report.

The vesting results for each of the individual (quantitative) KPIs for the 2025-2027 Executive LTI plan,

as identified above, are calculated in accordance with the following table:


Actual score compared to target	Vesting result
<80%	0%
On target	100%
Each 1% exceeding target	+3%
Each 1% below target	(3)%

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

Pharming Group N.V. Annual Report 2024 | 89

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At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Remuneration Report 2024

Part IV: Non-Executive Directors: implementation of the remuneration policy in 2024

2024 Remuneration board of Non-Executive Directors

In accordance with the remuneration policy, the following annual compensation structure applied in

2024 to the Non-Executive Directors.

Non-Executive Board Member:

• Chair: €90,000 per annum in cash and €40,000 per annum in ordinary shares in Pharming -

effective since September 25, 2023, in accordance with the approval by the General Meeting

of Shareholders held on that day;

• Other Members: €45,000 per annum in cash and €30,000 per annum in ordinary shares in

Pharming.

All shares shall be valued at the 20 Day VWAP preceding the Annual General Meeting of

Shareholders, without further restrictions for grant.

Committee fees:

• Audit Committee: Chair €15,000 and Member €7,500 per annum in cash;

• Remuneration Committee: Chair €12,500 and Member €6,250 per annum in cash;

• Corporate Governance Committee: Chair €12,500 and Member €6,250 per annum in cash; and

• Transaction Committee: Chair €12,500 and Member €6,250 per annum in cash.

The following table summarizes the respective fees.


Roles and responsibilities	2024 Annual fee in cash	2024 Annual fee in shares	2023 Annual fee in cash	2023 Annual fee in shares
Board
Basic Non-Executive Director Fee	€45,000 (US$48,618)	€30,000 (US$32,412)	€45,000 (US$48,555)	€30,000 (US$32,370)
Chair	€90,000 (US$97,236)	€40,000 (US$43,216)	€90,000 (US$97,110)	€40,000 (US$43,160)
Committees
Member of Audit Committee	€7,500 (US$8,103)	n/a	€3,000 (US$3,237)	n/a
Member of Remuneration Committee	€6,250 (US$6,753)	n/a	€3,000 (US$3,237)	n/a
Member of Corporate Governance Committee	€6,250 (US$6,753)	n/a	€3,000 (US$3,237)	n/a
Member of Transaction Committee	€6,250 (US$6,753)	n/a	€3,000 (US$3,237)	n/a
Chair of Audit Committee	€15,000 (US$16,206)	n/a	€9,000 (US$9,711)	n/a
Chair of Remuneration Committee	€12,500 (US$13,505)	n/a	€6,000 (US$6,474)	n/a
Chair of Corporate Governance Committee	€12,500 (US$13,505)	n/a	€6,000 (US$6,474)	n/a
Chair of Transaction Committee	€12,500 (US$13,505)	n/a	€6,000 (US$6,474)	n/a

All amounts were paid in euros and have been rounded. All shares are valued at the 20 Day VWAP

preceding the Annual General Meeting of Shareholders in the relevant year. The US$ figures have

been included to ensure consistency with the 2024 Annual Report, applying an FX rate of 1.0804

(average 2024) for the amounts paid in 2024. The amounts paid in 2023 have been calculated using

an FX rate of 1.0790 (average 2023).

Pharming Group N.V. Annual Report 2024 | 90

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Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Remuneration Report 2024

The total annual remuneration paid is based on the position of an individual in the Board of Directors

and the committees. All reasonable travel and other expenses incurred by Non-Executive Directors in

the course of performing their duties are considered to be business expenses and are therefore

reimbursed. An additional compensation of €1,000 per day applies in case of extraordinary activities,

as determined by the Chair of the Board of Directors.

No loans or other financial commitments (advances, guarantees, shares or options) were made to

Non-Executive Directors on behalf of the Company in 2024. Additionally, Non-Executive Directors

are not entitled to participate in any benefits offered to Executives and staff.

Compensation overview per Non-Executive Director in 2024


Name of Director, position	Fixed fee in cash (‘000)	Fixed fee in shares (‘000)	Committee fee (‘000)	Total (‘000)
Dr. Richard Peters, Chair	€90 (US$97)	€40 (US$43)	€13 (US$14)	€143 (US$154)
Deborah Jorn, Non-Executive Director	€45 (US$49)	€30 (US$32)	€14 (US$15)	€89 (US$96)
Leonard Kruimer, Non-Executive Director	€45 (US$49)	€30 (US$32)	€21 (US$23)	€96 (US$104)
Dr. Mark Pykett, Non-Executive Director	€45 (US$49)	€30 (US$32)	€13 (US$14)	€88 (US$95)
Steven Baert, Non-Executive Director	€45 (US$49)	€30 (US$32)	€19 (US$20)	€94 (US$101)
Jabine van der Meijs, Non-Executive Director	€45 (US$49)	€30 (US$32)	€26 (US$28)	€101 (US$109)
Barbara Yanni, Non-Executive Director	€45 (US$49)	€30 (US$32)	€26 (US$28)	€101 (US$109)

All amounts were paid in euros and have been rounded. There are no out of ordinary expenses to be

reported. The US$ figures have been included to ensure consistency with the 2024 Annual Report,

applying an FX rate of 1.0804 (average 2024) for the amounts paid in 2024. The amounts paid in 2023

have been calculated using an FX rate of 1.0790 (average 2023).

Shares owned by Non-Executive Directors as of December 31, 2024


Name of Director	Shares held December 31, 2024	Shares held December 31, 2023
Dr. Richard Peters, Chair	62,875	17,613
Ms. Deborah Jorn, Non-Executive Director	161,660	127,714
Mr. Leonard Kruimer, Non-Executive Director	121,231	112,123
Dr. Mark Pykett, Non-Executive Director	146,069	112,123
Mr. Steven Baert, Non-Executive Director	121,231	87,285
Ms. Jabine van der Meijs, Non-Executive Director	121,231	87,285
Ms. Barbara Yanni, Non-Executive Director	146,069	87,285

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Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Remuneration Report 2024

Compensation per Non-Executive Director and former Supervisory Directors 2020-2023

The following table reflects the amounts of compensation paid to the Non-Executive Directors in the

past five years. The amounts of compensation paid to the members of former Board of Supervisory

Directors, who retired in 2020 and 2021, have been added for a comprehensive overview of the

compensation at non-executive level in the past five years.

It is emphasized that the former Board of Supervisory Directors was replaced by the Board of

Directors as per December 11, 2020, which resulted in a significant change in tasks and

responsibilities of the non-executive directors compared to the former supervisory directors.

This change was reflected in the remuneration policy for the Board of Directors, as adopted by our

shareholders on December 11, 2020.


in EUR / US$ '000	Year	Fixed remuneration		Share-based payments		Total
Dr. Richard Peters	2023	€24	$26	€19	$20	€43	$46
	2022	—	—	—	—	—	—
	2021	—	—	—	—	—	—
	2020	—	—	—	—	—	—
Ms. Deborah Jorn	2023	€51	$55	€30	$32	€81	87
	2022	€52	$55	€30	$32	€82	$87
	2021	€54	$64	€35	$42	€89	$106
	2020	€54	$62	€35	$40	€89	$102
Ms. Barbara Yanni	2023	€57	$62	€30	$32	€87	94
	2022	€50	$53	€30	$32	€80	$85
	2021	€50	$60	€30	$36	€80	$96
	2020	€31	$35	€21	$24	€52	$59
Dr. Mark Pykett	2023	€51	$55	€30	$32	€81	87
	2022	€47	$50	€30	$32	€77	$82
	2021	€47	$57	€30	$36	€77	$93
	2020	€31	$35	€21	$24	€52	$59
Ms. Jabine van der Meijs	2023	€57	$62	€30	$32	€87	$94
	2022	€54	$57	€30	$32	€84	$89
	2021	€40	$47	€20	$24	€60	$71
	2020	—	—	—	—	—	—


in EUR / US$ '000	Year	Fixed remuneration		Share-based payments		Total
Mr. Leonard Kruimer	2023	€57	$58	€30	$32	€87	$90
	2022	€54	$57	€30	$32	€84	$89
	2021	€40	$47	€20	$24	€60	$71
	2020	—	—	—	—	—	—
Mr. Steven Baert	2023	€54	$58	€30	$32	€84	$90
	2022	€52	$55	€30	$32	€82	$87
	2021	€38	$45	€20	$24	€58	$69
	2020	—	—	—	—	—	—

The following table includes the amounts of fixed and variable remuneration paid to the members of

the former Board of Supervisory Directors who retired from the Board in 2020 and 2021, respectively,

and former members of the Board of Directors. This table has been included for a comprehensive

overview of the remuneration package at statutory board level in the past five years.


in EUR / US$ '000	Year	Fixed remuneration		Share-based payments		Total
Mr. Paul Sekhri	2023	€51	$55	€30	$32	€81	$87
	2022	€68	$72	€40	$42	€108	$114
	2021	€65	$77	€46	$55	€111	$132
	2020	€65	$74	€52	$59	€117	$133
Mr. Barrie Ward (retired in 2021)	2023	—	—	—	—	—	—
	2022	—	—	—	—	—	—
	2021	€19	$23	€17	$20	€36	$43
	2020	€54	$62	€40	$46	€94	$108
Mr. Juergen Ernst (retired in 2020)	2023	—	—	—	—	—	—
	2022	—	—	—	—	—	—
	2021	—	—	€5	$6	€5	$6
	2020	€50	$57	€37	$42	€87	$99
Mr. Aad de Winter (retired in 2020)	2023	—	—	—	—	—	—
	2022	—	—	—	—	—	—
	2021	€22	$26	€18	$21	€40	$47
	2020	€57	$65	€40	$46	€97	$111


Sustainability (ESG)
General information	93
Environmental information	99
Social information	100
Governance information	104

Pharming Group N.V. Annual Report 2024 | 93

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Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

General Information

Sustainability (ESG)

General information

Pharming Group N.V. launched in early 2023 a program aimed to

comply with the EU Corporate Sustainability Reporting Directive

(CSRD), covering various Environmental, Social and Governance

(ESG) aspects.

This section describes the significant steps that were taken by

Pharming during the year 2024 as part of its ESG program, based

on the assumption that Pharming had to file its first mandatory

ESG report for the year 2025 in accordance with CSRD

requirements and related ESRS reporting standards.

We are closely monitoring the evolving regulatory landscape,

particularly the European Commission's Omnibus proposal,

unveiled on February 26, 2025, which may lead to significant

changes to our sustainability reporting requirements. These

changes, to the extent known already, are under review by us, as

we recognize that these amendments will fundamentally reshape

ESG reporting and management.

We are confident in the progress we have made so far and remain

dedicated to upholding an impactful sustainability (ESG) program

that is consistent with our company's strategy, vision and mission.

Further announcements on the design of our sustainability (ESG)

program going forward will be made as soon as more details are

available.

Pharming Group N.V. is also within the scope of the U.S. SEC's

climate change disclosure requirements, which are designed to

mandate companies to report on their climate-related risks and

the financial impact of such risks.

These rules aim to increase transparency around environmental

factors, including greenhouse gas emissions and climate change

related governance.

Due to current SEC delays, Pharming's regulatory obligation to

comply with these SEC's disclosure requirements is halted. Once

the regulatory situation is resolved, Pharming will assess the

impact and integrate these disclosures into its reporting

processes as necessary. Nevertheless, Pharming will leverage

the work already done to comply with CSRD to meet the U.S. SEC

climate change disclosure requirements once they are in effect.

In 2023, Pharming conducted a double materiality assessment

(DMA) in accordance with the CSRD. This assessment identified

both the sustainability impact of the company's activities on the

environment and society, as well as how sustainability matters

affect the company's financial performance.Additionally,

Pharming performed an ESRS-reporting gap assessment and an

organizational readiness analysis to ensure that the company is

well prepared for the reporting requirements that were imposed

by CRSD.

In 2024, Pharming Group N.V. has continued its sustainability

journey with significant progress, taking a series of strategic

actions:

• We established a cross-functional implementation team,

bringing together the ESG Program Team and dedicated

Business Owners for each material topic. This collaborative

approach ensures that sustainability efforts are embedded

across the organization, with clear accountability and

expertise for each focus area.

• We have started collecting the required data points for

sustainability reporting ensuring alignment with the CSRD.

• We have defined the methodologies for some of the metrics

that were deemed essential for ensuring consistent and

accurate reporting. This foundational work will enable

Pharming to track and report our sustainability performance

consistently over time.

• To build organizational readiness, we organized training

sessions for the Business Owners, ensuring they are well

informed about CSRD developments and their implications for

Pharming. Additionally, EU Taxonomy training was provided to

ESG Steering Committee members and the finance reporting

department, helping them understand the criteria and

reporting requirements of the EU Taxonomy Regulation,

to the extent applicable to Pharming.

• We started the EU Taxonomy eligibility assessment, evaluating

our business activities in relation to the EU Taxonomy

Regulation. This assessment was started to determine how our

operations align with the EU's framework for environmentally

sustainable activities, to the extent applicable to Pharming.

Pharming Group N.V. Annual Report 2024 | 94

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Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

General Information

Basis for preparation

Over the past years, Pharming has taken important steps to align

the internal reporting processes and governance structure with

the ESRS requirements. These preparations included establishing

dedicated implementation teams, identifying key reporting

requirements, and making updates towards our data collection

and reporting practices, fostering collaboration across

departments.

This year's sustainability (ESG) section in this Annual Report is

structured into four sections:


	General information covering basis for preparation with our connection to our strategy, our ESG roadmap and our stakeholders, material sustainability matters and sustainability governance.
	Environmental information focusing on climate change.
	Social information addressing, amongst others, employee well-being, employee training and skills development, and employee engagement as well as covering human rights, patient safety and product quality, and access to products and services.
	Governance information covering business ethics and animal welfare.

Our approach reflects our commitment to transparent and

responsible business practices.

Connection to our strategy

Pharming's strategy is presented in

the section of this annual report

titled Our strategy. Our ESG goals

and objectives are closely related to

our company's overall strategy,

purpose, vision and mission.

Our core values are also the

foundation of our ESG program.

It strengthens our ability to

manage impacts, risks and

opportunities of our material ESG

topics. By embedding ESG into our

strategy we create long-term value

for our stakeholders.

Pharming Group N.V. Annual Report 2024 | 95

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Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

General Information

ESG roadmap 2022-2024

The major steps taken within the context of our ESG Journey so

far, in accordance with CSRD requirements, are listed below.

Pharming Group N.V. Annual Report 2024 | 96

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Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

General Information

Our stakeholders

We recognized five main stakeholders that Pharming should

engage with closely:


	Patients Patients are the most important stakeholders for Pharming receiving our healthcare services, reflecting Pharming's purpose to serve the unserved rare disease patients.
	Healthcare professionals Healthcare professionals are also key stakeholders for Pharming achieving optimal healthcare and building trust.
	Pharming employees Recognizing employees as key stakeholder for any organization is essential for building and further shaping a sustainable organization.
	Pharming management Pharming management is an important stakeholder because of their decision-making authority and their role in driving innovation and adaptation within Pharming. Their involvement and support are critical for Pharming's success and sustainability.
	Investors Investors are essential for maintaining financial stability, driving growth, and creating sustainable long-term value for all stakeholders.

These stakeholders have a significant impact on Pharming, and

Pharming has a significant impact on these stakeholders.

As part of our ongoing commitment to sustainability, Pharming

has recently published an ESG stakeholder dialogue policy.

This policy formalizes our approach to engaging with key

stakeholders, ensuring their views and concerns are incorporated

into our sustainability strategy.

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Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

General Information

Materiality sustainability matters

During 2023, Pharming conducted a double materiality analysis,

in accordance with CSRD requirements, to identify and prioritize

environmental, social, and governance matters that are most

relevant for Pharming.

The outcome of the double materiality assessment reflects (i)

Pharming's most significant impacts on people and the

environment, and (ii) the most significant sustainability-related

risks and opportunities affecting Pharming.

The process, supported by external consultants, was led by

the ESG Program Manager and supervised by the internal

ESG Steering Committee.

Results were validated with the Executive Committee and

the Board of Directors in 2024.

Looking ahead to 2025, Pharming plans to update the double

materiality assessment to refine its approach and ensure the

sustainability matters selected for Pharming are continuously

aligned with evolving business priorities, stakeholder expectations

and regulatory requirements. This update will involve/reassessing

the identified material topics, considering new risks and

opportunities that have emerged since our initial assessment.

The results of this updated assessment will be used to enhance

the company's sustainability reporting, further integrate

sustainability into business strategy and drive future initiatives

in line with our Company's strategy, vision and mission.


	ESG theme	Material topics
	Environmental	Climate change
	Social	Inclusion
		Employee well-being
		Employee training and skills development
		Employee engagement
		Human rights
		Patient safety and product quality
		Access to products and services
	Governance	Business ethics
		Animal welfare
*European Sustainability Reporting Standards (ESRS)

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Strategy and Execution

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Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

General Information

Sustainability governance

Governance of ESG program

The ESG program was led by our ESG program manager.

The internal ESG Steering committee, with three members

of Executive Committee provides guidance and oversight in

biweekly meetings.

In 2024, we advanced our governance structure, with a board

representative appointed as the ultimate sponsor of the ESG

program. Quarterly updates were given to Audit Committee and

Board by the ESG program manager. The Executive Committee

received monthly updates on the progress. The core ESG Program

Team, orchestrating program execution, was enforced. Business

Owners were appointed for each of the material ESG topics.

Additional information regarding the governance can be found in

the section of this report titled Corporate Governance.

Pharming Group N.V. Annual Report 2024 | 99

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Strategy and Execution

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Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Environmental information

ESRS E1: Climate Change

Climate change

Climate Change is a global environmental issue, and at Pharming

we acknowledge that we have a role to play in abating global

greenhouse gas (GHG) emissions and reducing our environmental

impact through our direct and indirect operations. Not only do we

acknowledge the regulatory and scientific imperative for action

on climate change, but we are aware that if we wish to live up to

our mission and values: we always do the right thing and we care,

then we must act as well.

Pharming has been on a learning journey since 2022 to

understand which activities in our business and value chain

generate GHG emissions, and how we can improve the

measurement of those emissions, in detail and accuracy. We have

developed our measurement methodology in accordance with

the principles and guidance of the European Sustainability

Reporting Standards (ESRS) and the Greenhouse Gas Protocol

(GHGP), and will continue to maintain alignment with these

frameworks going forwards.

In 2024, Pharming committed to align with the ESRS E1 of the

CSRD, which set out reporting requirements related to targets,

emissions and climate action. Our targets are set in line with the

best practice from the Science Based Targets initiative (SBTi) that

align our climate impact with the Paris Agreement.

The Board of Directors discussed and approved the following

proposed targets:

Short-term targets:

• Reduce 42% Scope 1 & 2 emissions in 2030

• Reduce 25% Scope 3 emissions in 2030

Long-term targets:

• Net Zero emissions across Scope 1, 2 and 3 in 2050

We recognize that as a growing organization we will have

challenges in reducing our absolute emissions to meet these

targets, whilst allowing the company to grow. This is commonly

understood as the challenge of 'decoupling' our emissions

performance from our financial performance.

We have identified several strategic levers that we believe will

help us address this challenge and achieve our ambitious targets

simultaneously. Increasing our energy efficiency is a top priority

across all emission scopes, as we embrace the principle of

sufficiency in our energy usage. Concurrently we will be switching

our energy consumption towards low carbon sources, such as

renewable energy, ensuring that the energy we need to use for

our operations has as minimal impact on Climate Change.

Lastly, a significant proportion of our emissions exists in Scope 3,

including the products and services we purchase, consequently,

we recognize that supplier collaboration will be key to ensuring

we can reduce our climate impact in line with our Science Based

Targets.

We are currently in the process of refining our emissions

calculation methodology to ensure it is auditable, repeatable,

and scalable. Alongside these improvements, we are improving

the accuracy of the GHG inventory to ensure our targets remain

realistic and achievable.

Lastly, we are working with internal and external stakeholders

to develop and evaluate the impact of our decarbonization

initiatives, prioritizing them for their emission abatement

potential, financial impact to Pharming, and ease to implement.

With these ongoing improvements we are preparing ourselves

for a low carbon and sustainable operation at Pharming, whilst

ensuring we can continue our mission of serving the unserved

rare disease patient.

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Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Social information

Pharming identified several material ESG topics in the social pillar.

ESRS S1: Own workforce

In 2024, we began addressing and evaluating our disclosure gaps

related to our own workforce across the four material topics

outlined below.

Inclusion

Pharming aspires to foster an inclusive culture where all of

Pharming's stakeholders feel respected and valued; from our

employees and shareholders to our customers and partners. We

continually look for new ways to improve our inclusive culture.

Employee well-being

Pharming recognizes the opportunities employee well-being

offers, including talent attraction and retention that support

business growth, innovation, and more effective leadership.

Employee well-being is important because it contributes to a

positive work culture, higher levels of productivity, a stronger

company reputation and more. One of our core values is We Care,

recognizing the importance of employee well-being.

Our employees play a vital role in the continuing success of

Pharming. We are dedicated to attracting, motivating and

retaining the most talented employees in our field by actively

promoting a high-performance environment where people from

different backgrounds and careers are eager to learn from all

stakeholders.

The Dutch Works Council was established in January 2023, with

nine elected members representing all departments and locations

across the Netherlands. In 2024, the Council continued to

strengthen its expertise and processes to enhance representation

of employees in company decision-making. Its primary goal is to

formalize the value of employee feedback and insights, ensuring

structured and effective dialogues between employees and

management.

Employee training and skills development

Pharming has a material impact on employees by ensuring equal

treatment and growth opportunities through facilitating

continuous professional growth and developing employees' skills.

We also recognize that to remain competitive in the highly

competitive biotech industry we must continuously develop the

expertise and competencies of our people. To do this, Pharming

offers training, mentorship, and other skills development-related

activities to all employees. Continuous learning is also made

possible with the Pharming Academy and inspirational sessions

called Pharming Academy Talks, were organized throughout the

year. Several cohorts of the Leadership program ran in 2024.

Our Performance management and development philosophy is

built around the belief that to perform at our best and to reach

our goals, we must work well together, role model the right

behaviors, and use our knowledge and skills to get the desired

results.

Reviewing the talent of our people happens throughout the year

in performance review cycle. While there are three, formal

appraisal meetings per year, we encourage performance

conversations and feedback on an ongoing basis helping to

stimulate self-development and keep Specific, Measurable,

Achievable, Relevant and Time-Bound (SMART) goals on track.

Pharming Group N.V. Annual Report 2024 | 101

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Strategy and Execution

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Risk Management

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Sustainability (ESG)

Financial Statements

Other Information

Social information

By aligning goals with competencies, setting SMART goals,

creating action plans, providing feedback and support, and

evaluating competency development, we foster continuous

improvement and growth of our employees.

This Competency Framework, and the subsequent priority

competencies, are the backbone of our people strategy and

programs, and are being integrated into our performance

management process and into the new Pharming Academy for

Learning & Development.

We have invested in a learning and development approach and

system that supports this philosophy and is based on the

following principles:


	• Learning opportunities are everywhere Continuous learning and improvement from anyone and anywhere
	• We help each other grow We empower employees: feedback, guidance, self- development
	• We have a consistent learning environment with one language Consistency across business units using our Blueprint framework and Development Council
	• Learning is a personal journey The expert was once a beginner
	• We create learning memories We learn from the best, with in-house experts across the organization and excellent external partners/providers

Employee engagement

Pharming recognizes the importance of offering competitive

labor conditions. These include appropriate employment terms

such as adequate wages, freedom of association, work councils

and information, consultation and participation rights of workers

and more.

We continuously invest in the education of our people to increase

their knowledge in innovative and sustainable technologies.

We work together with industry and educational institutions to

search for new treatments and technologies, as well as to be a

training ground for their students.

Pharming believes that competitive remuneration plays a vital

role in attracting and retaining the most talented employees

within our industry. 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 staff members to deliver on Pharming's

mission, vision and strategy and creating long-term stakeholder

value.

Regular feedback is an important aspect of Pharming's culture.

Pharming conducted a global employee survey in November

2023, followed by a mini pulse survey in December 2024. Results

of the survey are being used to identify and implement workplace

improvements.

Employee statistics

The Company hired 88 new employees in 2024 (82 in 2023).

In 2024, 77 employees left the Company (57 in 2023). As of

December 31, 2024, 426 people were employed by Pharming

Group compared to 415 in 2023. In 2024, our headcount grew

by 2.65% to further strengthen our organization across all

disciplines in line with the business strategy.

Social performance

Employees

426 (2023: 415)

Headcount at the end of the year


	2024	2023	2022
The Netherlands	231	222	227
Australia	2	0	0
France	14	20	22
Germany	7	6	3
Italy	2	3	2
Spain	1	2	1
Turkey	1	1	0
United Kingdom	16	18	11
United States	152	143	124
Total	426	415	390

	2024	2023	2022
Research and development	139	139	156
General and administrative	133	124	83
Marketing and sales	111	103	93
Production	43	49	58
Total	426	415	390

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Financial Statements

Other Information

Social information

ESRS S2: Workers in the value chain

Human rights

Human rights of the workers in the value chain has been

identified as an important topic for Pharming and peers in the

industry. Pharming recognizes that any potential impact on

workers in the supply chain (including contractors and suppliers)

and their exposure to forced labor and child labor should be

vigorously addressed. Integrating human rights into the supply

chain due diligence is not only morally imperative but also

essential for business success, resilience, and sustainability in

today's global marketplace.

In 2024, we published a Modern Slavery and Human Trafficking

Statement, which can be found on our corporate website.

We also drafted a Human Rights statement.

ESRS S4: Consumers and end users

We have initiated efforts throughout 2024 to address and

evaluate our disclosure gaps related to two key material topics

under ESRS S4: Patient Safety and Product Quality, and Access to

Products and Services. In doing this we have identified that the

majority of the gaps to address were common across the two

topics. As a result, we decided to combine them to make the

assessment more efficient.

Patient safety and product quality

Consistent with our company's purpose and embedded in our

Core Values is the premise that everything we do is in the interest

of our patients. This reinforces our commitment to patient safety

and product quality. Ensuring the quality of products and patient

safety is an objective we commit to by developing robust

production processes and delivering high quality and safe

products. To achieve this, the requirements of Good Clinical

Practices (GCP), Good Pharmacovigilance Practices (GVP),

Good Manufacturing Practices (GMP) and Good Distribution

Practices (GDP), along with the numerous national and regional

regulatory laws and standards are the foundation of our Quality

Management System policies and procedures.

Our Quality Assurance department is involved in all quality-

related matters, reviews and approval of quality-related

documents and conduct of internal audits to monitor the

compliance with the principles of GMP, GDP, GVP and GCP and

Pharming's policies and procedures. We aim to ensure continuous

improvement of our processes, our products and Pharming as a

whole.

We carefully select and manage a supplier and vendor network

which includes Contract Manufacturing Organizations (CMOs),

Wholesalers and Distributors, Contract Laboratory Organizations

(CLOs), Clinical Research Organizations (CROs), Clinical Sites, and

Pharmacovigilance Service Providers. Our external audit program,

and supplier assessment and (re)qualification processes together

with the use of Master Service Agreements, Quality Assurance

Agreements and Safety Data Exchange Agreements underpin this

and ensure our commitment to patient safety and product quality

is maintained when we outsource.

Patient safety

To manage, support and fulfill our obligations and commitment

to the safety of our patients, Pharming has a Global Pharma-

covigilance department. This is responsible for the global safety

surveillance of Pharming's products through the monitoring of

safety reports, which are received worldwide from unsolicited

and solicited sources. The department works with qualified

contract partners who perform delegated pharmacovigilance

activities in their territory.

All safety reports are entered into our global safety databases to

ensure we can assess the full safety profile of our products and

respond to any safety signals accordingly. We train our employees

and contract partners in the required processes and routes to

report safety concerns to us. The reporting contact information is

provided to prescribing doctors and patients.

Our pharmacovigilance system and its components are fully

described in our Pharmacovigilance System Master File (PSMF).

To maintain its accuracy and relevance, we mandate a review and

update at least once per quarter, and we successfully completed

this for 2024.

Product quality

The processes, from product manufacturing to the delivery to the

end user, are established and maintained to ensure the product

quality.

The manufacture, according to defined specifications, for all

relevant materials, intermediates and final products, and the

quality control testing are outsourced to qualified and licensed

CMOs and CLOs. GMP is applied throughout. Critical process

parameters and all analytical measures are validated and re-

validated if major changes occur. Production equipment, utilities

and instruments are well maintained, and critical equipment and

instruments are calibrated and qualified.

The release of finished product is done by the Pharming Qualified

Person (QP). The QP checks that the GMP quality system is

adhered to during all production steps and that the manufactured

product meets the required specifications.

Transport of packaged drug product to wholesale license holders

and marketing authorization holders is performed by a qualified

transporter. The distributors are responsible to ensure that

counterfeit control measures are taken and that product

recipients are authorized to receive medicinal product.

Pharming Group N.V. Annual Report 2024 | 103

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Other Information

Social information

Pharming has processes in place to record, investigate and

resolve product quality complaints, to evaluate and initiate recalls

should they be required, to describe the process for returned

products and to ensure no falsified product can be introduced in

the Pharming supply chain.

Access to products and services

Pharming serves the unserved rare disease patients through

our innovative medicines. We are committed to working with

policymakers to provide broad and sustainable access to our

medicines. In the US, eligible patients may qualify for copay

savings program or our Patient Assistance Program in the event

coverage cannot be altered.

Patients can access our products through participation in one

of our clinical trials. All Pharming sponsored clinical trials are

approved by regulatory authorities and ethics committees,

and conducted in strict accordance with Good Clinical Practices.

As part of our responsibility as a clinical trial sponsor, trial sites

and investigators are assessed prior to selection, monitored

throughout the trial by our qualified external Clinical Research

Organizations, and audited by Pharming's Quality Assurance

department. This ensures the ethical and safe conduct of the trial,

protecting our patients' rights and safety.

In addition to our clinical trials, we may also provide patients with

early access to our products prior to regulatory approval, upon

the request of a physician.

Pharming Group N.V. Annual Report 2024 | 104

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Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Governance information

Pharming identified two material ESG topics in the Governance pillar.

ESRS G1: Business conduct

Business ethics

Ethical and regulatory expectations and scrutiny are

increasingly growing in our sector, raising the level of complexity.

Within this context, Pharming always places business integrity

at the core of our culture and as an essential part of the way we

work. We firmly believe that any good business is unreservedly

an ethical business. We demonstrate this and understand that a

robust reputation is essential for any strong successful business

today.

We strive to gain the trust of our patients and stakeholders

based on the fact that we conduct our business with integrity,

transparency, quality and respect, collectively and as individual

employees. We aim to stand accountable as individual

employees, showing patients, healthcare professionals, the

authorities and society at large that they can trust our actions

as well as our words and that we own business integrity,

choosing to do the right thing even when it is hard, even

when no one is watching.

Based on our solid long-term strategy and business integrity

framework, we have introduced new and enhanced policies in

2024, accompanied by more operational procedures, covering a

variety of corporate and healthcare compliance matters.

The introduction of these policies and procedures has been

accompanied by a training program, targeted at audiences

selected according to a risk-based approach.

Pharming Group N.V. Annual Report 2024 | 105

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Other Information

Governance information

We expect all Pharming management, employees, officers and

contractors to act in line with our Code of Conduct by conducting

any business related to Pharming according to our principles and

ethical standards.

In 2024, our Code of Conduct was updated. Inter alia, an ESG

chapter was added to the Code of Conduct, which can be found in

the Corporate Governance section of Pharming's corporate

website.

We take privacy and data protection seriously. Compliance with

the General Data Protection Regulation ("GDPR") and other

privacy regulations remains a priority for Pharming.

Pharming has a whistleblower policy in place, referred to as

Alert Reporting and Investigation Procedure, which can be found

in the Corporate Governance section of the Company's website.

In January 2023, the EU Dutch Law regarding the "Whistleblower

Protection Act" was amended to implement the EU

Whistleblower Directive. The policy has been updated and

approved by the Board of Directors on March 20, 2024, to

reflect and ensure compliance with the relevant regulations.

This Alert Reporting and Investigation Procedure describes the

reporting and investigation procedures for suspected breaches of

the Pharming Code of Conduct, policies, or any law or regulation

applicable to the Pharming organization. The procedure applies

to all Pharming entities in all countries. Pharming has a strict

non-retaliation policy.

To support the reporting of suspected breaches of the Pharming

Code of Conduct, policies, or any law or regulation applicable to

the Pharming organization, a Speak Up! framework is scheduled

to be launched globally in 2025, providing multiple channels that

can be used for reporting and ensuring strict confidentiality.

Pharming has a material positive impact on society, employees,

customers, shareholders, and suppliers through behaviors that

support transparent and sustainable business practices to the

benefit of all stakeholders, taking into account (effectiveness of)

whistleblowing protection, policies, training and other initiatives

that promote ethical business conduct.

Moreover, potential negative impact on society, employees,

customers, shareholders, and suppliers in the event of corruption,

bribery or anti-competitive behavior that is linked to Pharming or

its business partners, non-compliance with Pharming's Code of

Conduct, Business Principles and other policies, including conflicts

of interest, economic extortion, misappropriation of monetary

assets, manipulation of information, and misstatement of

(non-)financial information would have a very material effect

on Pharming.

To provide a transparent picture as per the CSRD and in

accordance with the principles and guidance of the European

Sustainability Reporting Standards (ESRS), a reporting

methodology was defined and endorsed by the Pharming

Board of Directors in 2024.

Animal welfare

Our proprietary transgenic manufacturing technology platform

is the foundation upon which we started our Company.

We have developed a unique, scalable, reproducible, current

Good Manufacturing Practices, or cGMP, validated methodology

for the production of c1-esterase inhibitor (recombinant human

protein).

Our manufacturing process utilizes transgenic animals to produce

this human recombinant protein in their milk. This process

enables the production of the protein in the milk of the animals

without the animals being subjected to unnecessary discomfort

or being altered in other aspects of their biology.

We raise the rabbits at specialized facilities with high standards

of animal husbandry, welfare and security. These facilities further

incorporate protections against contamination from the outside

environment. All institutions using animals for research or

production of medicinal products must comply with EU and

national regulations regarding experimental animals. Before

commencing any activity involving animals, a project license

application must be approved by the Dutch regulatory ethics

committee.

We have a comprehensive Code of Conduct which not only

enforces the strict regulatory control over our transgenic

biological materials and animals, with regard to the environment

and particularly the continuous well-being of our animals, but

also emphasizes our commitment to treat animals respectfully,

refining procedures and reducing discomfort and stress as much

as possible.

Furthermore, an Animal Welfare Body consisting of the company

veterinarian and animal technicians is established in every

country where Pharming operates animal facilities.

In 2024, Pharming established a working team with the purpose

of evaluating the gaps and having an entity specific metric in place

which was endorsed by the company board in Q4 2024. A system

for collecting data on animal welfare issues was proposed.

This allowed the establishment of a metric to support monitoring

animal welfare by Pharming's already-established animal welfare

body.

The relevant issues and severity levels were defined, and the

data collection mechanism was presented to the Animal Welfare

Bodies, which will begin using the tool in 2025.


Financial Statements
Consolidated financial statements	107
Notes to the consolidated financial statements	112
Company financial statements	159
Notes to the Company financial statements	161

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Financial Statements

Other Information

Consolidated statement of income

Consolidated financial statements

Consolidated statement of income

For the year ended December 31


Amounts in US$ ‘000	notes	2024	2023
Revenues	5	297,200	245,316
Costs of sales	7	(35,399)	(25,212)
Gross profit		261,801	220,104
Other income	6	2,177	23,349
Research and development		(83,147)	(68,914)
General and administrative		(70,650)	(55,877)
Marketing and sales		(118,802)	(124,049)
Other Operating Costs	7	(272,599)	(248,840)
Operating profit (loss)		(8,621)	(5,387)
Fair value gain (loss) on revaluation	13, 19	4,990	(930)
Other finance income	8	6,843	3,663
Other finance expenses	8	(9,944)	(9,069)
Finance gain (cost) net		1,889	(6,336)
Share of net profits (loss) in associates using the equity method	13	(1,760)	(289)
Profit (loss) before tax		(8,492)	(12,012)
Income tax credit (expense)	9	(3,349)	1,464
Profit (loss) for the year		(11,841)	(10,548)
Basic earnings per share (US$)	27	(0.018)	(0.016)
Diluted earnings per share (US$)	27	(0.018)	(0.016)

The notes are an integral part of these financial statements.

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Financial Statements

Other Information

Consolidated statement

of comprehensive income

Consolidated statement of comprehensive income

For the year ended December 31


Amounts in US$ ‘000	notes	2024	2023
Profit (loss) for the year		(11,841)	(10,548)
Currency translation differences	18	(11,980)	5,936
Items that may be subsequently reclassified to profit or loss		(11,980)	5,936
Fair value remeasurement investments	18, 13.3	79	1,167
Items that shall not be subsequently reclassified to profit or loss		79	1,167
Other comprehensive income (loss), net of tax		(11,901)	7,103
Total comprehensive income (loss) for the year		(23,742)	(3,445)

The notes are an integral part of these financial statements.

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Financial Statements

Other Information

Consolidated balance sheet

as at December 31


Amounts in US$ ‘000	notes	2024	2023
Non-current assets
Intangible assets	10	61,039	71,267
Property, plant and equipment	11	7,752	9,689
Right-of-use assets	12	16,382	23,777
Long-term prepayments		90	92
Deferred tax assets	9	30,544	29,761
Investment accounted for using the equity method	13	466	2,285
Investment in equity instruments designated as at FVTOCI	13	—	2,020
Investment in debt instruments designated as at FVTPL	13	3,767	6,093
Restricted cash	15	1,505	1,528
Total non-current assets		121,545	146,512

Current assets
Inventories	16	55,724	56,760
Trade and other receivables	17	54,823	46,158
Marketable securities	14	112,949	151,683
Cash and cash equivalents	15	54,944	61,741
Total current assets		278,440	316,342


Total assets		399,985	462,854


Amounts in US$ ‘000	notes	2024	2023
Equity
Share capital		7,769	7,669
Share premium		488,990	478,431
Other reserves		(209)	(2,057)
Accumulated deficit		(275,489)	(265,262)
Shareholders’ equity	18	221,061	218,781

Non-current liabilities
Convertible bonds	19	78,154	136,598
Lease liabilities	20	26,968	29,507
Total non-current liabilities		105,122	166,105

Current liabilities

Convertible bonds	19	4,245	1,824
Trade and other payables	21	66,611	72,528
Lease liabilities	20	2,946	3,616
Total current liabilities		73,802	77,968


Total equity and liabilities		399,985	462,854

The notes are an integral part of these financial statements.

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Financial Statements

Other Information

Consolidated statement

of changes in equity

Consolidated statement of changes in equity

For the year ended December 31


Amounts in US$ ‘000	notes	Share capital	Share premium	Other reserves	Accumulated deficit	Total equity
December 31, 2022		7,509	462,297	(8,737)	(256,431)	204,638
Profit (loss) for the year		—	—	—	(10,548)	(10,548)
Reserves		—	—	—	—	—
Other comprehensive income (loss) for the year		—	—	7,103	—	7,103
Total comprehensive income (loss) for the year		—	—	7,103	(10,548)	(3,445)

Other reserves	18	—	—	(423)	423	—
Income tax benefit from excess tax deductions related to share-based payments		—	—	—	204	204
Share-based compensation	18, 22	—	—	—	9,251	9,251
Options exercised / LTIP shares issued	18	160	16,134	—	(8,161)	8,133
Value conversion rights of convertible bonds	19	—	—	—	—	—
Total transactions with owners, recognized directly in equity		160	16,134	(423)	1,717	17,588

Balance at December 31, 2023		7,669	478,431	(2,057)	(265,262)	218,781
Profit (loss) for the year		—	—	—	(11,841)	(11,841)
Reserves		—	—	1,555	(1,555)	—
Other comprehensive income (loss) for the year		—	—	(11,901)	—	(11,901)
Total comprehensive income (loss) for the year		—	—	(10,346)	(13,396)	(23,742)

Other reserves	18	—	—	(31)	31	—
Income tax benefit from excess tax deductions related to share-based payments		—	—	—	(66)	(66)
Share-based compensation	18, 22	—	—	—	11,248	11,248
Options exercised / LTIP shares issued	18	100	10,559	—	(8,044)	2,615
Value conversion rights of convertible bonds	19	—	—	12,225	—	12,225
Total transactions with owners, recognized directly in equity		100	10,559	12,194	3,169	26,022

Balance at December 31, 2024		7,769	488,990	(209)	(275,489)	221,061

The notes are an integral part of these financial statements. Further detail on the other reserves is included in note 18. Shareholders' equity .

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Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Consolidated statement of cash flows

For the year ended December 31


Amounts in US$ ’000	notes	2024	2023
Profit (loss) before tax		(8,492)	(12,012)
Adjustments to reconcile net profit (loss) to net cash used in operating activities:
Depreciation, amortization, impairment of non-current assets	7, 10,11,12	16,070	15,925
Equity settled share based payments	18	11,248	9,251
Fair value loss (gain) on revaluation	13, 19	(4,990)	930
Gain on disposal from PRV sale		—	(21,279)
Disposal of leases	12, 20	22	—
Other finance income	8	(6,843)	(3,663)
Other finance expenses	8	9,887	9,069
Share of net losses in associates using the equity method	13	1,758	289
Other		—	(1,079)
Operating cash flows before changes in working capital		18,660	(2,569)


Changes in working capital:
Inventories	16	(503)	(14,434)
Trade and other receivables	17	(6,783)	(18,539)
Payables and other current liabilities	21	(2,769)	16,228
Restricted cash	15	(17)	(216)


Total changes in working capital		(10,072)	(16,961)


Amounts in US$ ’000	notes	2024	2023
Interest received	8	5,201	2,883
Income taxes received (paid)	9	(15,584)	(655)
Net cash flows generated from (used in) operating activities		(1,795)	(17,302)

Capital expenditure for property, plant and equipment	11	(790)	(1,437)
Proceeds on PRV sale	6	—	21,279
Investment intangible assets	10	(6)	(27)
Disposal of investment designated as at FVOCI	13	2,098	—
Purchases of marketable securities	14	(284,314)	(382,014)
Proceeds from sale of marketable securities	14	314,630	232,811
Net cash flows generated from (used in) investing activities		31,618	(129,388)

Payment of lease liabilities	20	(4,008)	(4,038)
Interests on lease liabilities	20	(1,141)	(1,088)
Net proceeds of issued convertible bonds	19	104,539	—
Repurchase of convertible bonds	19	(134,924)	—
Interests on convertible bonds	19	(4,457)	(4,046)
Settlement of share based compensation awards	18	5,579	8,133
Net cash flows generated from (used in) financing activities		(34,412)	(1,039)

Increase (decrease) of cash		(4,589)	(147,729)
Exchange rate effects		(2,208)	2,128
Cash and cash equivalents at January 1	15	61,741	207,342

Total cash and cash equivalents at December 31		54,944	61,741

The notes are an integral part of these financial statements.

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Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Notes to the consolidated

financial statements

Notes to the consolidated financial statements

1. Corporate information

The consolidated financial statements of Pharming Group N.V. ("the Company", "Pharming" or

"the Group"), Leiden for the year ended December 31, 2024, were authorized for issue in accordance

with a resolution of the Board of Directors on April 2, 2025. The financial statements are subject to

adoption by the Annual General Meeting of shareholders, which has been scheduled for

June 11, 2025.

Pharming Group N.V. is a limited liability public company, which is listed on Euronext Amsterdam

("PHARM"). The Company's American Depositary Shares ("ADSs") are listed on the Nasdaq Global

Market ("Nasdaq") under the symbol "PHAR". Each ADS represents 10 of the Company's ordinary

shares of €0.01 nominal value.

In April 2024, Pharming Group N.V. issued convertible bonds, see note 19. Convertible bonds.

These bonds are listed on the Frankfurt Exchange (Börse Frankfurt; ISIN: XS2763018889).

The headquarters and registered office of Pharming Group N.V. is located at:

Darwinweg 24

2333 CR Leiden

The Netherlands

Pharming Group N.V. is registered at the Chamber of Commerce in the Netherlands under number

28048592.

Pharming Group N.V. is the ultimate parent company of Pharming Group. A list of subsidiaries is

provided in note 2.3 Basis of consolidation.

Pharming Group N.V. is a global biopharmaceutical company dedicated to transforming the lives of

patients with rare, debilitating, and life-threatening diseases. Pharming is commercializing and

developing a portfolio of innovative medicines, including small molecules and biologics. Pharming is

headquartered in Leiden, the Netherlands, and has employees around the globe who serve patients

in over 30 markets in North America, Europe, the Middle East, Africa, and Asia-Pacific.

Date of authorization of issue

The financial statements were signed and authorized for issue by the Board of Directors on April 2,

2025. The adoption of the financial statements is reserved for the shareholders in the Annual General

Meeting of Shareholders (AGM) on June 11, 2025.

2. Accounting principles and policies

2.1 Basis of preparation

The consolidated financial statements are prepared in accordance with the IFRS® Accounting

Standards as issued by the International Accounting Standards Board, or IASB, and as adopted by the

European Union. The consolidated financial statements have been prepared under the historical cost

convention, unless otherwise stated.

The preparation of financial statements in conformity with IFRS and Book 2 Title 9 of the Dutch Civil

Code requires the use of certain material accounting estimates. It also requires the Board of Directors

to exercise its judgement in the process of applying the Company's accounting policies. The areas

involving a higher degree of judgement or complexity, or areas where assumptions and estimates are

significant to the consolidated financial statements are disclosed in note 2.5 Material accounting

judgements and estimates.

These financial statements are presented in US Dollars (US$, USD) and rounded to the nearest

thousand dollar ($'000), unless stated otherwise.

2.2 New and revised IFRS standards

The Company applied for the first-time certain amendments, which are effective for annual periods

beginning on or after January 1, 2024, as disclosed below.

• Amendments to IFRS 7 and IAS 7: Supplier Finance Arrangements

• Amendments to IFRS 16: Lease Liability in a Sale and Leaseback

• Amendments to IAS 1: Classification of Liabilities as Current or Non-current

• Amendments to IAS 1: Non-current Liabilities with Covenants

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Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Notes to the consolidated

financial statements

Their adoption has not had any material impact on the disclosures or on the amounts reported in

these financial statements. The Company has not early adopted any other standard, interpretation or

amendment that has been issued but are not yet effective.

The new and amended standards and interpretations that are issued, but are not yet effective or

endorsed for use in the EU, up to the date of issuance of the Group's financial statements, which the

Group intends to adopt, if applicable, when they become effective, are disclosed below.

• Amendments to IAS 21: Lack of Exchangeability

• IFRS 18: Presentation and Disclosures in Financial Statements

• IFRS 19: Subsidiaries without Public Accountability: Disclosures

The Board of Directors does not expect that the adoption of the Standards listed above will have a

material impact on the financial statements of the Company in future periods, except for IFRS 18

Presentation and Disclosures in Financial Statements.

IFRS 18 replaces IAS 1, carrying forward many of the requirements in IAS 1 unchanged and

complementing them with new requirements. In addition, some IAS 1 paragraphs have been moved

to IAS 8 and IFRS 7. Furthermore, the IASB has made minor amendments to IAS 7 and IAS 33 Earnings

per Share.

IFRS 18 introduces new requirements to:

• present specified categories and defined subtotals in the statement of profit or loss;

• provide disclosures on management-defined performance measures (MPMs) in the notes to the

financial statements; and

• improve aggregation and disaggregation.

An entity is required to apply IFRS 18 for annual reporting periods beginning on or after January 1,

2027, with earlier application permitted. The amendments to IAS 7 and IAS 33, as well as the revised

IAS 8 and IFRS 7, become effective when an entity applies IFRS 18. IFRS 18 requires retrospective

application with specific transition provisions.

The Board of Directors anticipate that the application of these amendments may have an impact on

the group's consolidated financial statements in future periods.

2.3 Basis of consolidation

The consolidated financial statements include Pharming Group N.V. and its controlled subsidiaries,

after the elimination of all intercompany transactions and balances. Subsidiaries are consolidated

from the date the acquirer obtains effective control until control ceases.

An entity is considered effectively controlled if the Company, directly or indirectly, has the power to

govern the financial and operating policies of an entity so as to obtain benefits from its activities.

Acquisitions of subsidiaries are accounted for using the acquisition method of accounting.

The financial statements of the subsidiaries are prepared for the same reporting year as Pharming

Group N.V., using the same accounting policies. Intercompany transactions, balances and unrealized

gains and losses on transactions between group companies are eliminated.

The following table provides an overview of the consolidated subsidiaries at December 31, 2024:


Entity	Registered office	Investment %
Pharming Americas B.V.	The Netherlands	100
Pharming Intellectual Property B.V.	The Netherlands	100
Pharming Technologies B.V.	The Netherlands	100
Pharming Research & Development B.V.	The Netherlands	100
Pharming Australia Pty Ltd	Australia	100
Pharming UK Ltd	The United Kingdom	100
Broekman Instituut B.V.	The Netherlands	100
Pharming Healthcare, Inc.	The United States	100
ProBio, Inc.	The United States	100

Liquidation of Pharming B.V.

During 2024, the Company completed the liquidation of its wholly owned subsidiary, Pharming B.V.,

a dormant subsidiary. The decision to liquidate was made as part of the Company's strategic

realignment and efforts to streamline operations. The liquidation process was finalized on December

17, 2024, and Pharming B.V. was formally dissolved. Upon liquidation, there were no material assets

or liabilities available at the dormant subsidiary. The liquidation did not result in a material financial

impact for the Company and has been fully recognized in the Company's financial position.

The liquidation process was conducted in accordance with applicable laws and regulations.

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Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Notes to the consolidated

financial statements

2.4 Accounting principles and policies

Foreign currency translation

In preparing the financial statements of the Group, transactions in currencies other than the entity's

functional currency (foreign currencies) are recognized at the rates of exchange prevailing on the

dates of the transactions. At each reporting date, monetary assets and liabilities that are

denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary

items carried at fair value that are denominated in foreign currencies are translated at the rates

prevailing at the date when the fair value was determined. Non-monetary items that are measured in

terms of historical cost in a foreign currency are not retranslated.

Exchange differences are recognized in profit or loss in the period in which they arise except for:

• Exchange differences on foreign currency borrowings relating to assets under construction for

future productive use, which are included in the cost of those assets when they are regarded as an

adjustment to interest costs on those foreign currency borrowings;

• Exchange differences on transactions entered into to hedge certain foreign currency risks; and

• Exchange differences on monetary items receivable from or payable to a foreign operation for

which settlement is neither planned nor likely to occur in the foreseeable future (therefore

forming part of the net investment in the foreign operation), which are recognized initially in other

comprehensive income and reclassified from equity to profit or loss on disposal or partial disposal

of the net investment.

For the purpose of presenting consolidated financial statements in US Dollars, the assets and

liabilities of the Group's operations having a different functional currency are translated at exchange

rates prevailing on the reporting date. Income and expense items are translated at the average

exchange rates for the period, unless exchange rates fluctuate significantly during that period,

in which case the exchange rates at the date of transactions are used. Exchange differences arising,

if any, are recognized in other comprehensive income and accumulated in a foreign exchange

translation reserve. The following exchange rates were applied:


Applied exchange rates	December 31, 2024	Average 2024	December 31, 2023	Average 2023
EUR/USD	1.0350	1.0804	1.1002	1.0790
AUD/USD	0.6224	0.6596	Not used	Not used
GBP/USD	1.2488	1.2772	Not used	Not used

Distinction between current and non-current

An item is classified as current when it is expected to be realized (settled) within 12 months after the

end of the reporting year. Liabilities are classified as current liabilities unless the Group has an

unconditional right to defer settlement of the liability for at least 12 months after the end of the

reporting year.

Intangible assets acquired separately

Intangible assets acquired separately are measured at historical cost. The cost of intangible assets

acquired in a business combination is recognized and measured at fair value as at the date of

acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated

amortization and any accumulated impairment losses. Variable considerations that are part of the

purchase of an intangible asset are recognized as a liability when the considerations become due.

Intangible assets with finite lives are amortized over the useful life and assessed for impairment

whenever there is an indication that the intangible assets may be impaired and at the end of each

reporting period. The estimated useful lives, residual values and amortization method are reviewed

at the end of each reporting period, with the effect of any changes in estimate accounted for on a

prospective basis. Changes in the expected useful life, according to the straight-line method, or the

expected pattern of consumption of future economic benefits embodied in the asset is accounted for

by changing the amortization period or method, as appropriate, and treated as changes in accounting

estimates. The amortization expense on intangible assets with finite lives is recognized in the

statement of income in the relevant expense category consistent with the function of the intangible

asset.

Derecognition of intangible assets

An intangible asset is derecognized on disposal, or when no future economic benefits are expected

from use or disposal. Gains or losses arising from derecognition of an intangible asset, measured as

the difference between the net disposal proceeds and the carrying amount of the asset, are

recognized in profit or loss when the asset is derecognized.

Biological Assets

Under IAS 41 "Agriculture", the Board of Directors is required to assess whether 'biological assets'

which are contributing to production of our cash flows should be accounted for as assets. The Board

of Directors have assessed Pharming's biological assets and conclude that these do not qualify to be

recognized under the relevant standard IAS 41 "Agriculture" due to their uniqueness and very special

transgenic nature and thus all relevant costs are expensed through the income statement.

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Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Notes to the consolidated

financial statements

Property, plant and equipment

Property, plant and equipment is stated at cost less accumulated depreciation charges and

accumulated impairment charges. Generally, depreciation is calculated using a straight-line basis over

the estimated useful life of the asset. The estimated useful lives, residual values and depreciation

method are reviewed at the end of each reporting period, with the effect of any changes in estimate

accounted for on a prospective basis. The carrying values of property, plant and equipment are

reviewed for impairment when events or changes in circumstances indicate that the carrying value

may not be recoverable.

An item of property, plant and equipment is derecognized upon disposal or when no future economic

benefits are expected from its use or disposal.

Any gain or loss arising on derecognition of the asset (calculated as the difference between the net

disposal proceeds and the carrying amount of the asset) is included in the statement of income in the

year the asset is derecognized. Residual values, useful lives and depreciation methods are reviewed,

and adjusted if appropriate, at each financial year-end.

All costs that are directly attributable to bringing an asset to the location and condition necessary for

it to be capable of operating in the manner intended by management, will be capitalized. These costs

include direct employee benefits, rent and testing costs. Capitalization will be done until the asset is

capable of operating in the manner intended by management.

Investments in associates

An associate is an entity over which the Group has significant influence and that is neither a

subsidiary nor an interest in a joint venture. Significant influence is the power to participate in

the financial and operating policy decisions of the investee but is not control or joint control over

those policies. The results and assets and liabilities of associates are incorporated in these financial

statements using the equity method of accounting. Under the equity method, an investment in

an associate is recognized initially in the consolidated statement of financial position at cost and

adjusted thereafter to recognize the Group's share of the profit or loss and other comprehensive

income of the associate.

When the Group's share of losses of an associate exceeds the Group's interest in that associate

(which includes any long-term interests that, in substance, form part of the Group's net investment in

the associate), the Group discontinues recognizing its share of further losses. Additional losses are

recognized only to the extent that the Group has incurred legal or constructive obligations or made

payments on behalf of the associate. The requirements of IAS 36 are applied to determine whether it

is necessary to recognize any impairment loss with respect to the Group's investment in an associate.

When necessary, the entire carrying amount of the investment (including goodwill) is tested for

impairment in accordance with IAS 36 as a single asset by comparing its recoverable amount (higher

of value in use and fair value less costs of disposal) with its carrying amount. Any impairment loss

recognized is not allocated to any asset, including goodwill that forms part of the carrying amount of

the investment. Any reversal of that impairment loss is recognized in accordance with IAS 36 to the

extent that the recoverable amount of the investment subsequently increases.

When a Group entity transacts with an associate of the Group, profits and losses resulting from the

transactions with the associate or joint venture are recognized in the Group's consolidated financial

statements only to the extent of interests in the associate or joint venture that are not related to the

Group.

Financial assets

Financial assets are recognized when the Company becomes a party to the contractual provisions of a

financial instrument. Financial assets are derecognized when the rights to receive cash flows from the

financial assets expire, or if the Company transfers the financial asset to another party and does not

retain control or substantially all risks and rewards of the asset. Purchases and sales of financial

assets in the normal course of business are accounted for at settlement date (i.e., the date that the

asset is delivered to or by the Company).

At initial recognition, the Company measures its financial assets at its fair value plus, in the case of a

financial asset not at fair value through profit or loss, transaction costs that are directly attributable

to the acquisition or issue of the financial asset.

After initial recognition, the Company classifies its financial assets as subsequently measured at either

(i) amortized cost, (ii) fair value through other comprehensive income or (iii) fair value through profit

or loss on basis of both:

• The Company's business model for managing the financial assets; and

• The contractual cash flow characteristics of the financial asset.

Subsequent to initial recognition, financial assets are measured as described below. At each balance

sheet date, the Company assesses whether there is objective evidence that a financial asset or a

group of financial assets is impaired and recognizes a loss allowance for expected credit losses for

financial assets measured at either amortized costs or at fair value through other comprehensive

income. If, at the reporting date, the credit risk on financial instrument has not increased significantly

since initial recognition, the Company measures the loss allowance for that financial instrument at an

amount equal to 12 months of expected credit losses. If, at the reporting date, the credit risk on a

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Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Notes to the consolidated

financial statements

financial instrument has increased significantly since initial recognition, the Company measures the

loss allowance for the financial instrument at an amount equal to the lifetime expected credit losses.

Financial assets at amortized cost

Financial assets are measured at amortized cost if both (i) the financial asset is held within a business

model whose objective is to hold financial assets in order to collect contractual cash flows; and (ii) the

contractual terms of the financial asset give rise on specified dates to cash flows that are solely

payments of principal and interest of on the principal amount outstanding.

A financial asset measured at amortized cost is initially recognized at fair value plus transaction cost

directly attributable to the asset. After initial recognition, the carrying amount of the financial asset

measured at amortized cost is determined using the effective interest method, less any impairment

losses.

Financial assets at fair value through other comprehensive income (FVTOCI)

On initial recognition, the Group may make an irrevocable election (on an instrument-by-instrument

basis) to designate investments in equity instruments as at FVTOCI. Investments in equity instruments

at FVTOCI are initially measured at fair value plus transaction costs.

Subsequently, they are measured at fair value with gains and losses arising from changes in fair value

recognized in other comprehensive income and accumulated in the legal reserve fair value

revaluation. The cumulative gain or loss is not reclassified to profit or loss on disposal of the equity

investments, instead, it is transferred to retained earnings.

Financial assets at fair value through profit and loss (FVTPL)

Financial assets that do not meet the criteria for being measured at amortized cost or FVTOCI are

measured at FVTPL.

Financial assets at FVTPL are measured at fair value at the end of each reporting period, with any fair

value gains or losses recognized in profit or loss. The net gain or loss recognized in profit or loss

includes any dividend or interest earned on the financial asset and is included in the 'fair value gain

(loss) on revaluation' line item (note 13. Investments). Fair value is determined in the manner

described in note 13. Investments.

Impairment of assets

Assets that have an indefinite useful life and assets not yet available for use are not subject to

depreciation or amortization and are tested at least annually for impairment. Assets that are subject

to depreciation or amortization are reviewed for impairment whenever events or changes in

circumstances indicate that the carrying amount may not be recoverable.

An impairment loss is recognized for the amount by which the asset's carrying amount exceeds its

recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell

and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels

for which there are separately identifiable cash flows. Non-financial assets for which an impairment

loss is recorded, are reviewed for possible reversal of the impairment at each reporting date.

Inventories

Inventories are stated at the lower of cost and net realizable value. Cost comprises direct materials

and, where applicable, direct labor costs and those overheads that have been incurred in bringing the

inventories to their present location and condition. Cost is calculated using the First in First out (FIFO)

method. Net realizable value represents the estimated selling price less all estimated costs of

completion and costs to be incurred in marketing, selling and distribution.

Trade and other receivables

Trade and other receivables are recognized initially at transaction price. Subsequent measurement is

at amortized cost using the effective interest method, less the expected credit loss. Trade receivables

are amounts due from customers for goods sold in the ordinary course of business. They are

generally due for settlement within 30 days and therefore are all classified as current. For trade

receivables and contract assets, the Company applies a simplified approach in calculating expected

credit loss. The Company assesses the expected credit loss that is based on its historical credit loss

experience, adjusted for forward-looking factors specific to the debtors and the economic

environment. Due to the short-term nature of the current receivables, their carrying amount is

considered to be the same as their fair value.

Cash and cash equivalents

Cash and cash equivalents are defined as cash on hand, demand deposits and short-term, highly

liquid investments (maturity less than 3 months) readily convertible to known amounts of cash and

subject to insignificant risk of changes in value. For the purpose of the statement of cash flow, cash

and cash equivalents do not include restricted cash and the interest on cash is accounted for as

operating cash flow.

Marketable securities

Marketable securities are financial assets held for short-term purposes which are principally traded in

liquid markets and are classified within current assets on the consolidated balance sheet. Marketable

securities are measured as financial assets as described above. The financial impacts related to

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Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Notes to the consolidated

financial statements

Marketable securities are recorded in 'Other finance income' in the consolidated statement of

income. The cash (re)payments relating to Marketable securities are classified as investing activities.

The cash flows relating to interest from Marketable securities held at amortized cost are classified as

cash flows generated from operating activities.

Equity

The Company only has ordinary shares, and these are classified within equity upon issue. Shares

transferred in relation to settlement of (convertible) debt are measured at fair value with fair value

based on the closing price of the shares on the trading day prior to the settlement date. Equity is

recognized upon the recognition of share-based payment expenses; shares issued upon exercise of

such options are measured at their exercise price.

Transaction costs associated with an equity transaction are accounted for as a deduction from equity

to the extent they are incremental costs directly attributable to the equity transaction that otherwise

would have been avoided. Transaction costs related to the issue of a compound financial instrument

are allocated to the liability and equity components of the instruments in proportion to the allocation

of proceeds.

Financial liabilities

Financial liabilities are classified as either financial liabilities at fair value through profit or loss

(derivative financial liabilities) or financial liabilities at amortized cost (trade and other payables).

All financial liabilities at amortized cost are initially recognized at the fair value of the consideration

received less directly attributable transaction costs; transaction costs related to the issue of a

compound financial instrument are allocated to the liability and equity components of the

instruments in proportion to the allocation of proceeds. After initial recognition, financial liabilities

are subsequently measured at amortized cost using the effective interest method.

Gains and losses are recognized in the statement of income when the liabilities are paid off or

otherwise eliminated as well as through the amortization process. Purchases and sales of financial

liabilities are recognized at settlement date.

A financial liability is derecognized when the obligation under the liability is discharged or cancelled

or expired. Where an existing financial liability is replaced by another from the same lender on

substantially different terms, or the terms of an existing liability are substantially modified, such an

exchange or modification is treated as a derecognition of the original liability and the recognition of

a new liability, and the difference in the respective carrying amounts is recognized in the statement

of income.

Convertible bonds

The convertible bonds are classified as hybrid financial instruments under IAS 32 and pursuant to it

the debt host contract and the embedded derivative for the fair value of the conversion rights into

Pharming shares (the "conversion option") are recognized separately.

The component parts of convertible bonds issued by the Group are classified separately as financial

liabilities and equity in accordance with the substance of the contractual arrangements and the

definitions of a financial liability and an equity instrument. A conversion option that will be settled by

the exchange of a fixed amount of cash or another financial asset for a fixed number of the

Company's own equity instruments is an equity instrument. If, or until, this fixed-for-fixed criterion is

not met, the conversion option is recognized as a financial liability derivative at fair value through

profit or loss. When this fixed-for-fixed criterion is met at a later date, the conversion option is

reclassified to equity at fair value, resulting in a fair value result immediately prior to the

reclassification.

If the fixed-for-fixed criterion is met, at the date of issue, the fair value of the debt host contract is

estimated using the prevailing market interest rate for a similar non-convertible instrument.

This amount is recorded as a liability on an amortized cost basis using the effective interest method.

The conversion option classified as equity at issuance is determined by deducting the amount of the

liability component from the fair value of the compound instrument as a whole. This is recognized

and included in equity, net of income tax effects, and is not subsequently remeasured.

If the fixed-for-fixed criterion is not met, the conversion option classified as a financial liability

derivative at recognition is measured using a pricing model. Upon and in case of reclassification to

equity when the fixed-for-fixed criterion is met at a later date, the conversion option is recognized

and included in equity, net of income tax effects, and is not subsequently remeasured. The debt host

contract is measured as the difference between the proceeds from the bond and the value of the

conversion option at initial recognition. This debt host contract is subsequently measured at

amortized cost.

Direct costs associated with the issue of the convertible bonds are allocated to the debt host contract

and the conversion option in amounts proportional to the allocation of the gross proceeds. They are

accounted for respectively in the amortized cost (debt host contract) and in equity (conversion option

meeting fixed-for-fixed criterion at initial recognition), or in the income statement (conversion option

not meeting fixed-for-fixed criterion at initial recognition).

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Strategy and Execution

Financial Performance

Risk Management

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Sustainability (ESG)

Financial Statements

Other Information

Notes to the consolidated

financial statements

In the case the Company extinguishes the convertible bond before maturity through an early

redemption or repurchase, the difference between the carrying amount of the debt host contract

(or part of the debt host contract) extinguished or transferred to another party and the consideration

paid, including any non-cash assets transferred or liabilities assumed, will be recognized in the

income statement.

Provisions

Provisions are recognized when there is a present obligation (legal or constructive) as a result of a

past event, it is probable that the Group will be required to settle that obligation and a reliable

estimate can be made of the amount of the obligation. The amount recognized as a provision is the

best estimate of the consideration required to settle the present obligation at the reporting date,

taking into account the risks and uncertainties surrounding the obligation. Where a provision is

measured using the cash flows estimated to settle the present obligation, its carrying amount

is the present value of those cash flows (when the effect of the time value of money is material).

The expense relating to any provision is presented in the statement of income net of any

reimbursement.

Trade and other payables

Trade and other payables are initially recognized at fair value. Subsequent measurement is at

amortized cost using the effective interest method.

Revenue recognition

In order to determine when to recognize revenue and at what amount, the Company applies the

following five steps, based on transfer of control over goods to the customer:

1. Identify the contract(s) with a customer;

2. Identify the performance obligations in the contract. Performance obligations are promises in

a contract to transfer to a customer goods that are distinct;

3. Determine the transaction price. The transaction price is the amount of consideration to which

an entity expects to be entitled in exchange for transferring promised goods or services to a

customer. If the consideration promised in a contract includes a variable amount, an entity must

estimate the amount of consideration to which it expects to be entitled in exchange for

transferring the promised goods or services to a customer;

4. Allocate the transaction price to each performance obligation on the basis of the relative stand-

alone selling prices of each distinct good or service promised in the contract; and

5. Recognize revenue when a performance obligation is satisfied by transferring a promised good

or service to a customer (which is when the customer obtains control of that good or service).

A performance obligation may be satisfied at a point in time (typically for promises to transfer

goods to a customer) or over time (typically for promises to transfer services to a customer).

For a performance obligation satisfied over time, an entity would select an appropriate measure

of progress to determine how much revenue should be recognized as the performance obligation

is satisfied.

All of the Group's revenue from contracts with customers is derived from delivery of goods,

specifically pharmaceutical products. The Group does not provide any additional services (including

financing services) or equipment to its customers. In accordance with IFRS 15, revenue is recognized

when the customer obtains control of the goods. For the Group's contracts the customer usually

obtains control immediately after shipment of the product, which arrives at the customer within a

short time frame.

The vast majority of the Group's contracts for revenue with customers are subject to chargebacks,

discounts and/or rebates relating directly to customers or to ultimate reimbursement claims from

government or insurance payers. These are accounted for on an estimated net basis, with any actual

discounts and rebates used to refine the estimates in due course. These variable elements are

deducted from revenue in the same period as the related sales are recorded. Due to the nature of

these variable elements, it is not practicable to give meaningful sensitivity estimates due to the large

volume of variables that contribute to the overall discounts, rebates and chargebacks accruals.

Other income

Other income consists of gains upon sale of investments, income from government grants and gain

on the sale of the Rare Pediatric Disease Priority Review Voucher (PRV).

Pharming receives certain grants which support the Company's research efforts in defined research

and development projects. These subsidies generally provide for reimbursement of approved costs

incurred as defined in various grants. Subsidies are recognized if the Company can demonstrate it has

complied with all attached conditions and it is probable that the grant amount will be received.

Grants are recognized in profit or loss on a systematic basis over the periods in which the Group

recognizes as expenses the related costs for which the grants are intended to compensate.

The Company includes income from grants under other income in the statement of income in order

to enable comparison of its statement of income with companies in the life sciences sector.

Pharming was granted the PRV by the Food and Drug Administration (FDA) in March 2023 in

connection with the approval of Joenja®. The sale price was a contractually defined sales price

pursuant to the terms of the August 2019 exclusive license agreement between Pharming and

Novartis for leniolisib. The Board of Directors made an assessment on the classification of this

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Financial Statements

Other Information

Notes to the consolidated

financial statements

transaction, taking into account the requirements in IAS 1 and concluded that it is most appropriate

to classify the transaction in Other income.

Pension plan

For all Dutch employees, the Company participates in defined contribution pension plans with an

independent insurance company. Defined contributions are expensed in the year in which the related

employee services are rendered.

Employees in the United States are enabled to participate in a 401k plan, which also qualifies as a

defined contribution plan. To become an eligible participant, an employee must complete 6 months

of service and attain the age of 18 years. The employer matches 100% of the first 3% the employee

contributes to their 401k plan and 50% of any amount over 3% up to 5%. Any employee contribution

over 5% is not matched. Costs of the 401k plan are expensed in the year in which the related

employee services are rendered.

Share-based payment

The costs of option plans are measured by reference to the fair value of the options on the date on

which the options are granted. The fair value is determined using the Black-Scholes model. The costs

of these options are recognized in the income statement (share-based compensation) during the

vesting period, together with a corresponding increase in equity (other reserves). If required,

the estimate of the number of equity instruments expected to vest is revised on a yearly basis.

The impact of this revision is reflected in the statement of profit and loss (other operating costs)

and statement of other comprehensive income. Share-based payment charges do not affect liabilities

or cash flows in the year of expense since all transactions are equity-settled.

Pharming's employee option plan states that an employee is entitled to exercise the vested options

within five years after the date of the grant. The period in which the options become unconditional is

defined as the vesting period.

Long Term Incentive Plan

For a limited number of board members and officers, performance shares are granted free of charge.

A maximum number of predetermined shares vest three years after the grant date, provided that

the participant to the long-term incentive plan is still in service (continued employment condition),

with actual shares to be transferred based on the relative achievement of Pharming's share price

compared to a peer group. The maximum number of shares immediately vests upon a change of

control.

The fair value is determined using Monte Carlo simulation. The costs of the LTIP are recognized in the

income statement during the vesting period. The fair value at the grant date includes the market

performance condition (relative total shareholder return performance) but excludes the three-year

service condition. The performance includes Total Shareholder Return (40% weighing) and

achievement of long-term strategy-oriented objectives (60% weighing). The Total Shareholders

Return is compared to a peer group.

The shares granted to the Executive Director under the LTIP, will vest in 3 years after the grant date,

subject to the achievement of targets for a three-year performance period, their relative weightings

and the pay-out limits. All shares will be subject to a retention period of 5 years from the date of

grant. In order to fully become entitled to the shares vesting under the LTI conditions the participant

must be a member of the Board of Directors as Executive Board Member at the vesting date.

The costs of the LTIP are recognized in the income statement during the vesting period.

Restricted Stock Unit Plan

For a limited number of board members and officers, restricted stock units are granted free of

charge. A maximum number of predetermined shares vest four years after the grant date, provided

that the participant to the long-term incentive plan is still in service (continued employment

condition).

The fair value is determined to be the market price at the grant date. The costs of the RSU grant are

recognized in the income statement during the vesting period.

Leases

The Group assesses whether a contract is or contains a lease at the inception of the contract.

The Group recognizes a right-of-use asset and a corresponding lease liability with respect to all lease

arrangements in which it is a lessee, except for short-term leases (defined as leases with a lease term

of 12 months or less) and leases of low value assets (such as tablets and personal computers, small

items of office furniture and telephones). For these leases the Group recognizes the lease payments

as an operating expense on a straight-line basis over the term of the lease unless another systematic

basis is more representative of the time pattern in which the economic benefits from the leased

assets are consumed.

The lease liability is initially measured at the present value of the lease payments that are not paid at

the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be

readily determined, the Group uses its incremental borrowing rate.

Pharming Group N.V. Annual Report 2024 | 120

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Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Notes to the consolidated

financial statements

Lease payments included in the measurement of the lease liability comprise:

• Fixed lease payments.

• Variable lease payments that depend on an index or rate, initially measured using the index or

rate at the commencement date.

The lease liability is presented as a separate line in the consolidated balance sheet.

The lease liability is subsequently measured by increasing the carrying amount to reflect the interest

on the lease liability (using the effective interest method) and by reducing the carrying amount to

reflect the lease payments made.

The Group remeasures the lease liability (and makes a corresponding adjustment to the related right-

of-use asset) whenever:

• The lease term has changed or there is a significant event or change in circumstances resulting in

a change in the assessment of exercise of a purchase option, in which case the lease liability is

remeasured by discounting the revised lease payments using a revised discount rate.

• The lease payments change due to changes in an index or rate or a change in expected payment

under a guaranteed residual value, in which case the lease liability is remeasured by discounting

the revised lease payments using an unchanged discount rate (unless the lease payments change

is due to a change in a floating interest rate, in which case a revised discount rate is used).

• A lease contract is modified and the lease modification is not accounted for as a separate lease,

in which case the lease liability is remeasured based on the lease term of the modified lease by

discounting the revised lease payments using a revised discount rate at the effective date of

modification.

The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease

payments made at or before commencement day, less any lease incentives received and any initial

direct costs. They are subsequently measured at cost less accumulated depreciation and impairment

losses.

Whenever the Group incurs an obligation for costs to dismantle and remove a leased asset, restore

the site on which it is located or restore the underlying asset to the condition required by the terms

and conditions of the lease, a provision is recognized and measured under IAS 37. To the extent that

the costs relate to a right-of-use asset, the costs are included in the related right-of-use, unless those

costs are incurred to produce inventories.

Right-of-use assets are depreciated over the shorter period of lease term and useful life of the

underlying asset. If a lease transfers ownership of the underlying asset or the cost of the right-of-use

asset reflects that the Group expects to exercise a purchase option, the related right-of-use asset is

depreciated over the useful life of the underlying asset. The depreciation starts at the

commencement date of the lease.

The right-of-use assets are presented as a separate line in the consolidated balance sheet.

The Group applies IAS 36 to determine whether a right-of-use asset is impaired and accounts for any

identified impairment loss as described in the 'Property, Plant and Equipment' policy.

Variable rents that do not depend on an index or rate are not included in the measurement of the

lease liability. The related payments are recognized as an expense in the period in which the event or

condition triggers those payments occur.

As a practical expedient, IFRS 16 permits a lessee not to separate non-lease components, and instead

account for any lease and associated non-lease components as a single arrangement. For contracts

that contain lease components and one or more additional lease or non-lease components, the

Group allocates the consideration in the contract to each lease component on the basis of the

relative stand-alone price of the lease component and the aggregate stand-alone price of the non-

lease components. The Group has not used this practical expedient.

Income tax

The income tax expense or credit for the period is the tax payable on the current period's taxable

income based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred

tax assets and liabilities attributable to temporary differences and to unused tax losses.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively

enacted at the end of the reporting period in the countries where the Company and its subsidiaries

operate and generate taxable income. The Board of Directors periodically evaluates positions taken in

tax returns with respect to situations in which applicable tax regulation is subject to interpretation.

It establishes provisions where appropriate based on amounts expected to be paid to the tax

authorities.

Deferred income tax is provided in full, using the liability method on temporary differences arising

between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial

statements. Deferred income tax is determined using tax rates that have been enacted or

Pharming Group N.V. Annual Report 2024 | 121

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At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Notes to the consolidated

financial statements

substantially enacted by the end of the reporting period and are expected to apply when the related

deferred income tax asset is realized, or the deferred income tax liability is settled.

Deferred tax assets are recognized only if it is probable that future taxable amounts will be available

to use those temporary differences and losses. The Company has assessed all its income tax amounts

and provisions in the light of IFRIC 23 'Accounting for Uncertain Income Taxes', and has concluded

that it is probable that its particular tax treatment will be accepted in all relevant jurisdictions and

thus it has determined taxable profit (tax loss), tax bases, unused tax losses, unused tax credits or tax

rates consistently with the tax treatment included in its income tax filings.

Current and deferred tax is recognized in profit or loss, except to the extent that it relates to items

recognized in other comprehensive income or directly in equity.

Earnings per share

Basic earnings per share are calculated based on the weighted average number of ordinary shares

outstanding during the period. Diluted earnings per share are computed based on the weighted

average number of ordinary shares outstanding including the dilutive effect of shares to be issued in

the future under certain arrangements such as option plans and convertible loan agreements.

2.5 Material accounting judgements and estimates

The preparation of financial statements requires judgments and estimates that affect the reported

amounts of assets and liabilities, revenues and expenses, and related disclosure of contingent assets

and liabilities at the date of the financial statements. The resulting accounting estimates will, by

definition, seldom equal the related actual results. The main estimates and assumptions that have a

risk of causing an adjustment to the carrying amounts of assets and liabilities within the next financial

year are addressed below.

Judgements:

Biological Assets

Under IAS 41 "Agriculture", the Board of Directors is required to assess whether 'biological assets'

which are contributing to production of our cash flows should be accounted for as assets. The Board

of Directors has assessed Pharming's biological assets and conclude that these do not qualify to be

recognized under the relevant standard IAS 41 "Agriculture" due to their uniqueness and very special

transgenic nature and thus all relevant costs are expensed through the income statement.

Estimates:

Revenue - U.S. Revenue Rebate Accruals

Revenue is recognized when control has been transferred to the customer. Revenue is reduced by

chargebacks and rebates for government healthcare programs, discounts to specialty pharmacies

and wholesalers, and product returns given or expected to be given, which vary by patient groups.

Chargebacks and rebates for healthcare programs depend upon the submission of claims sometime

after the initial recognition of the sale. The liability for this variable consideration is made, at the time

of sale, for the estimated chargebacks and rebates, mainly U.S. Medicaid, based on available market

information and historical experience. Because the amounts are estimated they may not fully reflect

the final outcome, and the amounts are subject to change dependent upon, amongst other things,

the types of patient groups. The level of these liabilities is being reviewed and adjusted regularly in

the light of contractual and legal obligations, historical charges and trends, past experience and

projected mixtures of patient groups. The Group acquires this information from both internal

resources and external parties.

Future events could cause the assumptions on which the accruals are based to change, which could

affect the future results of the Group. More information around accruals for rebates and discounts

can be found in note 21 of the notes to the consolidated financial statements.

3. Going concern assessment

In preparing the consolidated financial statements, the Board of Directors is responsible for assessing

the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going

concern and using the going concern basis of accounting unless the Board of Directors either intends

to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

These consolidated financial statements have been prepared for the Group as a going concern.

The 2024 year-end balance of cash and cash equivalents, restricted cash and marketable securities

of US$169.4 million is expected to fund the Company for more than twelve months from the date of

this report.

Following the approval of Joenja® (leniolisib) by the U.S. FDA in March 2023, and the U.K. MHRA in

September 2024, the Company has increased investments in strengthening the organization and

marketing and sales activities. The Board of Directors anticipates further investments in the

preparations for the launch and commercialization of leniolisib in other key global launch markets

in 2025. In addition, following the acquisition of Abliva AB in the first quarter of 2025, the overall cash

position has decreased and additional investments in the acquired pipeline are expected.

Pharming Group N.V. Annual Report 2024 | 122

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At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Notes to the consolidated

financial statements

These investments will have a negative effect on the result in the year 2025. Consequently, cash and

cash equivalents, restricted cash and marketable securities may reduce during the year as the

company invests in its future. The company remains confident in the robustness of RUCONEST® sales,

growth and expansion of Joenja® sales and the expansion of its pipeline.

Presently, however, no further assurance can be given on either the timing or size of future profits.

In addition, in the event that the Company needs to raise capital by issuing additional shares,

shareholders' equity interests may be diluted as to voting power, and their interests as to value will

depend on the price at which such issues are made. The Company sees no further need to raise

capital to support its current operations, but may take an opportunity to do so in either equity issue

or through an expansion of the current convertible debt or to raise debt, or through a combination of

such instruments, to support an acquisition or in-licensing of additional assets, if appropriate terms

can be obtained that are in the best interests of shareholders.

Macro-economic developments like pressure on energy supply, increased inflation and higher

interest rates have an impact on Pharming and are managed by price increases on our products in

line with CPI development and fixed interest on our convertible bond.

Overall, based on the outcome of this assessment, Pharming's 2024 financial statements have been

drawn up on the basis of a going concern assumption. Notwithstanding their belief and confidence

that Pharming will be able to continue as a going concern, the Executive Directors and Officers

emphasize that the actual cash flows may potentially ultimately deviate up or down from our

projections to various reasons. In the absence of an (improbable) absolute catastrophe such as

banning of the product from sale in a major market, the Executive Directors and Officers believe that

the Company will have more than sufficient resources to meet all obligations as they fall due.

4. Segment information

Operating segments are components of the Company that engage in business activities from which it

may incur expenses, for which discrete financial information is available and whose operating results

are evaluated regularly by the Company's Chief Operating Decision Maker ("CODM") to make

decisions about resources to be allocated to the segment and assess its performance. The Executive

Members of the Board of Directors are considered the CODM.

CODM reviews the Company's results under four operating segments based on a combination of the

products that the Company has launched - RUCONEST® and Joenja®, and the main geographies where

sales are consummated - focused on the U.S. and reporting, in aggregate, Europe and Rest of the

World ("RoW"). The four operating segments correspond to each of its four reportable segments for

financial reporting purposes.

The CODM reviews revenues and gross profit to assess the performance of their operating segments.

The CODM does not review financial information on a segmental basis below gross margin, and

balance sheet information is not allocated to the company's reportable segments. There are no

intersegment sales.

Total revenues and gross profit per each operating and reportable segment for the period ended for

the years ended December 31, 2024 and 2023 are:


Amounts in US$ ‘000			2024			2023
	RUCONEST®	Joenja®	Total	RUCONEST®	Joenja®	Total
Revenues:
US	246,649	40,500	287,149	221,213	17,894	239,107
Europe and RoW	5,590	4,461	10,051	5,921	288	6,209
Total revenues	252,239	44,961	297,200	227,134	18,182	245,316

Gross profit:
US	221,093	35,136	256,229	202,441	15,417	217,858
Europe and RoW	1,126	4,446	5,572	2,026	220	2,246
Total gross profit	222,219	39,582	261,801	204,467	15,637	220,104

Substantially all of the Company's non-current assets are located in The Netherlands.

Pharming Group N.V. Annual Report 2024 | 123

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At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Notes to the consolidated

financial statements

5. Revenues

The increase in revenues was driven by higher sales of RUCONEST® in the U.S. market (US$246.6

million in 2024 compared to US$221.2 million in 2023) and higher sales of Joenja® worldwide

(US$45.0 million in 2024 compared to US$18.2 million in 2023). Revenues of RUCONEST® in Europe

and Rest of World amounted to US$5.6 million in 2024 compared to US$5.9 million in 2023. Revenues

of Joenja® in Europe and Rest of World is revenue through Named Patient Programs and amounted

to US$4.5 million in 2024 compared to US$0.3 million in 2023.

Two U.S. customers represent approximately US$227.7 million (77%) of our net revenues in 2024,

per customer US$134.8 million and US$92.9 million respectively. In 2023 these two, U.S. customers

represent approximately US$204.3 million (83%) of our net revenues, per customer US$108.4 million

and US$95.9 million respectively. These customers are specialty wholesale companies that are

specialized in distribution of pharmaceuticals in our and competitors' disease area and distribute

our product.

6. Other income

Other income related to the following:


Amounts in US$ ‘000	2024	2023
Grants	2,106	1,784
Proceeds from PRV sale	—	21,279
Other	71	286
Total	2,177	23,349

The received grants amounted to US$2.1 million in 2024 (US$1.8 million in 2023). The grants are

annual payroll-tax reimbursement granted by the Dutch and French governments for research and

development activities actually conducted by the Company in those countries.

In June 2023, Pharming announced that it had entered into a definitive agreement to sell its Rare

Pediatric Disease Priority Review Voucher (PRV) to Novartis for a one-time payment of US$21.3

million. Pharming was granted the PRV by the FDA in March 2023 in connection with the approval of

Joenja®. The sale price was a contractually defined percentage of the PRV value pursuant to the

terms of the August 2019 exclusive license agreement between Pharming and Novartis for leniolisib.

7. Expenses by nature

Costs of sales

Costs of sales in 2024 and 2023 were as follows:


Amounts in US$ ‘000	2024	2023
Cost of inventories recognized as expenses	(25,645)	(21,404)
Royalty fees	(4,907)	(2,145)
Obsolete inventory impairments	(4,847)	(1,663)
Total	(35,399)	(25,212)

Pharming expensed royalty fees to Novartis on Joenja® sales, amounting to US$4.9 million in 2024

(2023: US$2.1 million). See note 25. Commitments and contingencies for further information on the

royalty fees to Novartis. Obsolete inventory impairment stems from the valuation of the inventories

against lower net realizable value and mainly relates to products no longer eligible for commercial

sales. Impairments related to inventories designated for commercial activities amounted to a charge

of US$4.8 million in 2024 (2023: US$1.7 million).

Costs of research and development

Research and development costs are specified as follows:


Amounts in US$ ‘000	2024	2023
Employee costs	(29,869)	(26,830)
Amortization costs intangible assets	(232)	(218)
Impairment losses intangible assets	—	(253)
Depreciation Property, plant and equipment and right of use assets	(1,449)	(1,636)
Direct Operating Expenses	(47,232)	(36,226)
Other indirect research and development costs	(4,365)	(3,751)
Total research and development costs	(83,147)	(68,914)
As percentage of net sales	(28)%	(28)%

Pharming Group N.V. Annual Report 2024 | 124

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At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Notes to the consolidated

financial statements

Operating expenses for research and development activities increased to US$83.1 million in 2024

from US$68.9 million in 2023. The increase in costs mainly relates to current year's spend in research

in leniolisib for the treatment of activated phosphoinositide 3-kinase delta (PI3Kδ) syndrome (APDS)

for patients under 12 years old, research on the use of leniolisib for additional primary

immunodeficiencies (PIDs) beyond APDS and costs relating to activities in EU and the rest of the

world for the purpose of receiving regulatory approval to commercialize Joenja® for APDS. Primarily

due to these activities, both the direct operating expenses and the employee costs have increased

in 2024.

Costs of general and administrative activities

General and administrative costs are specified as follows:


Amounts in US$ ‘000	2024	2023
Employee costs	(25,526)	(21,216)
Amortization costs IFA	(617)	(650)
Depreciation PPE and right of use assets	(2,926)	(3,118)
Impairment losses PPE and right of use assets	(5,027)	(4,663)
Direct Operating Expenses	(18,790)	(11,240)
Other indirect general and administrative costs	(17,764)	(14,990)
Total general and administrative costs	(70,650)	(55,877)
As percentage of net sales	(24)%	(23)%

Operating expenses for general and administrative activities increased to US$70.7 million in 2024

from US$55.9 million in 2023. The increased employee costs are mainly related to more staff

employed following the growth of the organization. Direct operating expenses mainly increased due

to one-off costs relating to the public cash offer to the shareholders of Abliva AB to acquire all issued

and outstanding shares of Abliva AB, additional costs for (internal) audits and a general increase due

to business growth. Other indirect general and administrative costs mainly increased due to

additional contractor and consultant costs required for growth in the internal organization.

Furthermore, during 2024, we've recognized an additional impairment loss relating to impaired

assets in connection with our cancelled downstream production capacity at Pivot Park in Oss,

the Netherlands.

Costs of marketing and sales activities

Marketing and sales costs are specified as follows:


Amounts in US$ ‘000	2024	2023
Employee costs	(48,791)	(44,478)
Amortization costs intangible assets	(5,424)	(4,985)
Depreciation PPE and right of use assets	(394)	(403)
Direct Operating Expenses	(57,058)	(67,366)
Other indirect marketing and sales costs	(7,135)	(6,817)
Total marketing and sales costs	(118,802)	(124,049)
As percentage of net sales	(40)%	(51)%

Operating expenses for marketing and sales decreased in 2024 to US$118.8 million from US$124.0

million in 2023.

In 2023, Pharming had paid US$10.4 million in Development and Regulatory Milestone payments

as a result of the first commercial sale of Joenja® in 2023, which was recorded as direct operating

expenses. See note 25. Commitments and contingencies for more information on the leniolisib

milestone commitments.

Excluding the one-off milestone payment in 2023, the marketing and sales expenses increased,

mainly due to the further expansion of the commercial organization and infrastructure in the U.S.,

Europe and other key global launch markets, in view of the U.S. FDA approval in March 2023, the U.K.

MHRA approval in September 2024, and the anticipated approval by other regulatory authorities in

2025 and beyond.

Employee benefits


Amounts in US$ ‘000	2024	2023
Salaries	(80,026)	(71,690)
Social security costs	(9,278)	(8,604)
Pension costs	(3,629)	(2,980)
Share-based compensation	(11,253)	(9,251)
Total	(104,186)	(92,525)

Salaries include holiday allowances and cash bonuses for staff.

Pharming Group N.V. Annual Report 2024 | 125

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At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Notes to the consolidated

financial statements

Employee benefits are included in:


Amounts in US$ ‘000	2024	2023
Research and development	(29,869)	(26,830)
General and administrative	(25,526)	(21,216)
Marketing and sales	(48,791)	(44,479)
Total	(104,186)	(92,525)

The number of employees


Average full time equivalent	2024	2023
Research and development	129	131
General and administrative	125	104
Marketing and sales	109	100
Production	41	47
Total	404	382

The average number of full time equivalents (FTEs) working outside the Netherlands was 196 (2023:

181). The increase of the total number of FTEs was in line with the overall business growth across the

Company. Employee benefits of production related FTEs have been included in the value of

inventories.

Employee benefits are charged to research and development costs, general and administrative costs,

or marketing and sales costs based on the nature of the services provided by each employee.

Depreciation and amortization charges


Amounts in US$ ‘000	notes	2024	2023
Property, plant and equipment	11	(1,395)	(1,494)
Intangible assets	10	(6,273)	(5,852)
Right of use assets	12	(3,374)	(3,664)
Total		(11,042)	(11,010)

The variances in depreciation charges and amortization charges in 2024 as compared to 2023 mainly

stems increased amortization of intangible assets our Joenja® license subsequent to the FDA approval

in March 2023, after which amortization started. In 2024, a full year of amortization is applicable.

Depreciation of Right of use assets decreased due to the impairments taken on our DSP facility in Oss,

the Netherlands.

Independent auditor's fees

Both the 2024 and the 2023 audit were performed by Deloitte Accountants B.V.


Amounts in US$ ‘000	2024	2023
Audit Fees	(1,690)	(1,328)
Audit Related Fees	—	—
Tax advisory	—	—
Total	(1,690)	(1,328)

8. Other finance income and expenses


Amounts in US$ ‘000	2024	2023
Interest income	4,858	3,663
Foreign currency gains	1,985	—
Other finance income	6,843	3,663
Amortization and interest on convertible bonds	(7,699)	(4,876)
Fees and expenses on repayment and issuance convertible bonds	(1,151)	—
Interest leases	(1,038)	(1,088)
Foreign currency losses	—	(2,971)
Other finance expenses	(56)	(134)
Other finance expenses	(9,944)	(9,069)

Total other finance income and expenses	(3,101)	(5,406)

Interest income

Since 2023, the Company has used excess cash to invest in euro denominated readily convertible S&P

AAA-rated government treasury certificates with a maturity of six months or less from the date of

acquisition. Since 2024, excess cash has also been used to invest in money market funds. As a result

of these purchases, the interest income has increased compared to 2023. Reference is made to note

14. Marketable securities for more information on these investments.

Pharming Group N.V. Annual Report 2024 | 126

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At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Notes to the consolidated

financial statements

Foreign currency results

These results primarily follow from the revaluation of bank balances which are denominated in

foreign currencies, mainly but not exclusively in U.S. dollars, and the timing of foreign currency

payments against the actual exchange rate as compared to the original exchange rate applied upon

the charge of fees or expenses. The gains in 2024 are mainly a result of the revaluation of monetary

items in U.S. dollars, incorporated in the Dutch entities where the functional currency is euro.

Expenses on convertible bonds

Amortization and interest on convertible bonds in 2024 and 2023 relate to the amortized costs and

coupons on the convertible bonds as disclosed in note 19. Convertible bonds. The amortized costs are

calculated at the effective rate of interest, which takes account of any equity component on

recognition such as early repayment options. The fees and expenses on repayment and issuance of

the convertible bonds relate to the premium paid over the current carrying amount upon repayment

and to the direct costs allocated to the conversion option as disclosed in note 19. Convertible bonds.

9. Income tax

Income taxes on ordinary activities

The following table specifies the current and deferred tax components of income taxes in the income

statement:


Amounts in US$ ‘000	2024	2023
Income tax credit (expense)
Current tax
Current tax on profit or loss for the year	(9,287)	(5,343)
Adjustments for current tax of prior periods	315	241
Total current tax expense	(8,972)	(5,102)

Deferred income tax
Deferred tax on profit or loss for the year	7,469	6,639
Adjustments for deferred tax of prior periods	(1,846)	(73)
Total deferred tax credit (expense)	5,623	6,566
Income tax credit (expense)	(3,349)	1,464

Effective income tax rate

Pharming Group's effective rate in its consolidated income statement differed from the Netherlands'

statutory tax rate of 25.8%. The following table reconciles the tax credit (expense) at the statutory

rate to actual credit (expense) for the year in the consolidated income statement:


Amounts in US$ ‘000	2024	ETR %	2023	ETR %
Reconciliation of tax charge
Profit, (loss) before taxation	(8,492)		(12,012)
Profit/(loss) multiplied by
standard rate of tax in The Netherlands	2,190	25.8%	3,099	—

Effects of:
Tax rate in other jurisdictions	999	11.8%	1,123	9.4%
Non-taxable income	657	7.7%	6	0.1%
Non deductible expenses	(1,527)	(18.0)%	(266)	(2.2)%
Share based payments	(2,510)	(29.6)%	(2,022)	(16.8)%
Adjustments of prior periods	(1,531)	(18.0)%	168	1.4%
Change in statutory applicable tax rate	—		—
(De)recognition of deferred tax assets	(333)	(3.9)%	—
U.S. State taxes and other	(1,294)	(15.2)%	(644)	(5.4)%
Income tax credit (expense) for the year	(3,349)	(39.4)%	1,464	12.2%

Factors affecting current and future tax charges

The primary difference between the nominal and the effective tax for 2024 stems from U.S. profits

being taxed at a combined Federal and State tax rate of 27.96%, while a portion of the losses in the

Netherlands does not result in an offsetting tax credit due to being partially attributable to non-

deductible expenses.

Pharming Group N.V. Annual Report 2024 | 127

Contents

At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Notes to the consolidated

financial statements

Deferred tax

The balance of the net deferred tax assets/(liabilities) is therefore shown below:


Amounts in US$ ‘000	2024	2023
Total deferred tax assets	41,923	37,863
Total deferred tax liabilities	(11,379)	(8,102)
Total net deferred tax assets (liabilities)	30,544	29,761

The deferred tax assets and liabilities are offset to the extent there is a legally enforceable right to set

off current tax assets against current tax liabilities and to the extent the intention exists to settle on a

net basis or realize the asset and settle the liability simultaneously.

The significant components and annual movements of deferred income tax assets as of December 31,

2024, and December 31, 2023, are as follows:


Amounts in US$ ‘000	2024	2023
Intangible assets	3,289	2,183
Accruals	4,015	4,151
Lease liabilities	6,292	7,063
Unrealized profit in inventory	10,498	8,453
Other	5,923	3,484
Tax losses	11,906	12,529
Total deferred tax assets	41,923	37,863


Amounts in US$ ‘000	Intangible assets	Lease liabilities	Accruals	Unrealized profit in inventory	Other	Tax losses	Total
At January 1, 2023	9,876	7,042	2,026	3,176	3,545	3,546	29,211
(Charged)/credited
- to profit or loss	(7,806)	(177)	2,103	5,077	566	8,702	8,465
- other movement	—	(19)	22	—	(192)	—	(189)
- to accumulated deficit	—	—	—	—	(457)	—	(457)
- currency translation	113	217	—	200	22	281	833
At December 31, 2023	2,183	7,063	4,151	8,453	3,484	12,529	37,863

(Charged)/credited
- to profit or loss	1,107	(371)	(133)	1,811	3,076	(416)	5,074
- other movement	—	—	—	—	—	—	—
- to accumulated deficit	—	—	—	847	(626)	540	761
- currency translation	(1)	(400)	(3)	(613)	(11)	(747)	(1,775)
At December 31, 2024	3,289	6,292	4,015	10,498	5,923	11,906	41,923

Based upon the Company's latest budget for 2025 and its long-range forecasts for the five years

thereafter, it is considered probable that there will be sufficient taxable profits in the future to realize

the deferred tax assets, and therefore these assets should continue to be recognized in these

financial statements.

Accruals represent deferred tax assets recognized for temporary differences between the carrying

amount and tax bases of accrued liabilities in the U.S.

The increase in the deferred tax for other is primarily due to an increase of the deferred tax asset

related to inventory impairments in the U.S.

The unused tax losses were incurred by the Dutch fiscal unity and Pharming Healthcare.

Pharming Group N.V. Annual Report 2024 | 128

Contents

At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Notes to the consolidated

financial statements

The calculation of the deferred tax asset is as shown below:


Amounts in US$ ‘000	2024	2023
Net Operating Losses - Netherlands
Net Operating Losses at year-end	46,143	48,490
Portion selected for deferred tax asset	46,143	48,490
Tax rates used:
2024 and later: 25.8% (2023: 25.8%)	11,905	12,511
Total tax effect Netherlands	11,905	12,511

Net Operating Losses - U.S.
Net Operating Losses at year-end	17	260
Portion selected for deferred tax asset	17	260
Tax rate used:
2024 and later: 7.26% (2023: 7.26%)	1	19
Total tax effect U.S.	1	19

Tax effect Netherlands - losses deferred	11,905	12,511
Tax effect U.S. - losses deferred	1	18
Total deferred tax asset	11,906	12,529

The current part of the net deferred tax assets is US$11.9 million (2023: US$10.5 million).

The component and annual movement of deferred income tax liabilities as of December 31, 2024,

and December 31, 2023, are as follows:


Amounts in US$ ‘000	2024	2023
Tangible fixed assets	(2,916)	(4,865)
Convertible bonds	(5,067)	—
Other liabilities	(3,396)	(3,237)
Total deferred tax liabilities	(11,379)	(8,102)


Amounts in US$ ‘000	Tangible fixed assets	Convertible bonds	Other liabilities	Total
At January 1, 2023	(6,238)	—	—	(6,238)
(Charged)/credited
- to profit or loss	1,516	—	(3,414)	(1,898)
- other movement	13	—	178	191
- to other comprehensive income	—	—	—	—
- currency translation	(156)	—	(1)	(157)
At December 31, 2023	(4,865)	—	(3,237)	(8,102)

(Charged)/credited
- to profit or loss	1,749	(1,038)	(160)	551
- other movement	—	—	—	—
- to other comprehensive income	—	(4,251)	—	(4,251)
- currency translation	200	222	1	423
At December 31, 2024	(2,916)	(5,067)	(3,396)	(11,379)

Pharming Group N.V. Annual Report 2024 | 129

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At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Notes to the consolidated

financial statements

10. Intangible assets


Amounts in US$ ‘000	RUCONEST® for HAE (EU)	Development costs	RUCONEST® licenses	Joenja® license	Software	Total
At cost	563	250	67,583	23,703	4,621	96,720
Accumulated:
Amortization charges	(563)	—	(20,054)	—	(982)	(21,599)
Carrying value at January 1, 2023	—	250	47,529	23,703	3,639	75,121

Amortization charges	—	—	(3,681)	(1,300)	(884)	(5,865)
Impairment charges	—	(253)	—	—	—	(253)
Assets acquired	—	—	—	—	27	27
Divestments - cost	—	(253)	—	—	(18)	(271)
Divestment - accumulated amortization	—	—	—	—	12	12
Divestment - impairment charges	—	253	—	—	—	253
Currency translation - cost	18	3	2,126	744	142	3,033
Currency translation - amortization	(18)	—	(702)	(26)	(44)	(790)
Movement 2023		(250)	(2,257)	(582)	(765)	(3,854)

At cost	581	—	69,709	24,447	4,772	99,509
Accumulated:
Amortization charges	(581)	—	(24,437)	(1,326)	(1,898)	(28,242)
Carrying value at December 31, 2023	—	—	45,272	23,121	2,874	71,267

At cost	581	—	69,709	24,447	4,772	99,509
Accumulated:
Amortization charges	(581)	—	(24,437)	(1,326)	(1,898)	(28,242)
Carrying value at January 1, 2024	—	—	45,272	23,121	2,874	71,267

Amortization charges	—	—	(3,686)	(1,735)	(852)	(6,273)
Impairment charges	—	—	—	—	—	—
Assets acquired	—	—	—	—	6	6
Divestments - cost	(570)	—	—	—	—	(570)
Divestment - accumulated amortization	570	—	—	—	—	570
Divestment - impairment charges	—	—	—	—	—	—
Currency translation - cost	(11)	—	(4,131)	(1,449)	(283)	(5,874)
Currency translation - amortization	11	—	1,603	151	148	1,913
Movement 2024	—	—	(6,214)	(3,033)	(981)	(10,228)

At cost	—	—	65,578	22,998	4,495	93,071
Accumulated:
Amortization charges	—	—	(26,520)	(2,910)	(2,602)	(32,032)
Carrying value at December 31, 2024	—	—	39,058	20,088	1,893	61,039

Pharming Group N.V. Annual Report 2024 | 130

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At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Notes to the consolidated

financial statements


Category	Description	Amortization period
		Total	Remaining
RUCONEST® for HAE (EU)	RUCONEST® for HAE (EU) development costs	10 years	Fully amortized
RUCONEST® license	RUCONEST® license for HAE (US)	20 years	12 years
RUCONEST® license	RUCONEST® license for HAE (EU)	12 years	7 years
Joenja® license	Joenja® license for APDS	14 years	12 years
Software	Software development costs	3 to 5 years	1 to 5 years

RUCONEST® for HAE (EU)

The Company has capitalized development costs in relation to RUCONEST® for HAE in the European

Union. Following market launch of the product in 2010 the amortization of the asset started, and no

further development costs have been capitalized in respect to this item since then. These

development costs are fully amortized since the end of 2021.

Development costs

During 2023, the Company decided to discontinue the Pompe disease program and therefore

impaired and disposed the remaining assets related to the development costs for alpha-glucosidase

for Pompe disease.

RUCONEST® license

The RUCONEST® license relates to the RUCONEST® acquisition of all North American

commercialization rights from Bausch Health in 2016 and the RUCONEST® acquisition of all European

commercialization and distribution rights from Swedish Orphan International AB ("Sobi") in 2020.

Joenja® license

In August 2019, Pharming entered into a development collaboration and license agreement with

Novartis to develop and commercialize leniolisib, a small molecule phosphoinositide 3-kinase delta

(PI3Kδ) inhibitor being developed by Novartis to treat patients with activated phosphoinositide

3-kinase delta syndrome (APDS). Following FDA approval per March 24, 2023, the amortization of the

Joenja® license commenced. Since 2023, no additional development costs were capitalized.

Software

Amortization of software is mainly related to the ERP system SAP S/4HANA.

Pharming Group N.V. Annual Report 2024 | 131

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At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Notes to the consolidated

financial statements

11. Property, plant and equipment


Amounts in US$ ‘000	Operational facilities	Leasehold Improvement	Machinery and equipment	Other	Asset under construction	Total
At cost	4,659	5,282	8,278	4,691	6	22,916
Accumulated depreciation	(2,866)	(2,108)	(4,915)	(2,635)	—	(12,524)
Carrying value at January 1, 2023	1,793	3,174	3,363	2,056	6	10,392

Investments	32	60	682	488	175	1,437
Internal transfer - cost	—	—	—	6	(6)	—
Internal transfer - accumulated depreciation	—	—	—	—	—	—
Other - cost	74	60	432	—	—	566
Other - accumulated depreciation	(59)	(59)	(434)	—	—	(552)
Divestments	—	(14)	(11)	(120)	—	(145)
Depreciation charges	(365)	(258)	(860)	(919)	—	(2,402)
Depreciation of disinvestment	—	8	6	120	—	134
Currency translation - cost	148	158	279	66	4	655
Currency translation - accumulated depreciation	(98)	(70)	(183)	(45)	—	(396)
Movement 2023	(268)	(115)	(89)	(404)	173	(703)

At cost	4,913	5,546	9,660	5,131	179	25,429
Accumulated depreciation	(3,388)	(2,487)	(6,386)	(3,479)	—	(15,740)
Carrying value at December 31, 2023	1,525	3,059	3,274	1,652	179	9,689

Pharming Group N.V. Annual Report 2024 | 132

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At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Notes to the consolidated

financial statements


Amounts in US$ ‘000	Operational facilities	Leasehold Improvement	Machinery and equipment	Other	Asset under construction	Total
At cost	4,913	5,546	9,660	5,131	179	25,429
Accumulated depreciation	(3,388)	(2,487)	(6,386)	(3,479)	—	(15,740)
Carrying value at January 1, 2024	1,525	3,059	3,274	1,652	179	9,689

Investments	—	197	219	230	144	790
Internal transfer - cost	—	—	—	175	(175)	—
Internal transfer - accumulated depreciation	—	—	—	—	—	—
Other - cost	—	—	—	—	—	—
Other - accumulated depreciation	—	—	—	—	—	—
Divestments	—	—	—	—	—	—
Depreciation charges	(355)	(266)	(756)	(900)	—	(2,277)
Depreciation of disinvestment	—	—	—	—	—	—
Currency translation - cost	(291)	(311)	(582)	(152)	(3)	(1,339)
Currency translation - accumulated depreciation	216	148	410	115	—	889
Movement 2024	(430)	(232)	(709)	(532)	(34)	(1,937)

At cost	4,622	5,432	9,297	5,384	145	24,880
Accumulated depreciation	(3,527)	(2,605)	(6,732)	(4,264)	—	(17,128)
Carrying value at December 31, 2024	1,095	2,827	2,565	1,120	145	7,752


Category	Depreciation period
Operational facilities	10-20 years
Leasehold improvements	5-15 years
Machinery and equipment	5-10 years
Other property, plant & equipment	5-10 years

In 2024, the Company had capital expenditures of US$0.8 million (2023: US$1.4 million), mainly

related to new machinery and equipment.

Depreciation charges on production related property, plant and equipment of US$0.8 million in 2024

(2023 : US$0.9 million) have been included in the value of inventories and an amount of US$1.5

million of the total 2024 depreciation costs has been charged to the statement of income (2023:

US$1.5 million).

Pharming Group N.V. Annual Report 2024 | 133

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At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Notes to the consolidated

financial statements

12. Right-of-use assets

This note provides information for leases where the Group is a lessee.

The balance sheet shows the following amounts relating to leases:


Amounts in US$ ‘000	Buildings	Cars	Total
At cost	32,884	3,334	36,218
Accumulated depreciation	(6,185)	(1,280)	(7,465)
Carrying value at January 1, 2023	26,699	2,054	28,753
Additions	—	1,413	1,413
Remeasurement	1,865	—	1,865
Divestments	—	(756)	(756)
Depreciation charges	(2,913)	(1,289)	(4,202)
Depreciation of disinvestment	—	700	700
Impairment	(4,663)	—	(4,663)
Currency translation - cost	873	18	891
Currency translation - accumulated depreciation	(213)	(11)	(224)
Movement 2023	(5,051)	75	(4,976)
At cost	30,959	4,009	34,968
Accumulated depreciation	(9,311)	(1,880)	(11,191)
Carrying value at December 31, 2023	21,648	2,129	23,777
Additions	—	2,395	2,395
Remeasurement	338	—	338
Divestments	(305)	(1,694)	(1,999)
Depreciation charges	(2,627)	(1,280)	(3,907)
Depreciation of disinvestment	186	1,515	1,701
Impairment	(5,027)	—	(5,027)
Currency translation - cost	(1,431)	(41)	(1,472)
Currency translation - accumulated depreciation	557	19	576
Movement 2024	(8,309)	914	(7,395)
At cost	24,534	4,669	29,203
Accumulated depreciation	(11,195)	(1,626)	(12,821)
Carrying value at December 31, 2024	13,339	3,043	16,382

During 2022, the lease for the DSP facility at Pivot Park in Oss, the Netherlands commenced and

resulted in an investment of US$14.6 million. The intention for this facility was primarily to set up an

independent production line, which was cancelled and the building remained empty and unused

resulting in impairments for a total of US$8.6 million in 2022 and 2023. In 2024, Pharming entered

into negotiations to terminate this lease. As a result, the Company has fully impaired the

corresponding right-of-use asset, leading to an impairment expense of US$5.0 million as of

December 31, 2024.

The building remeasurement is related to adjustments in the existing right-of-use assets to account

for inflation-related higher lease payments.

The Company applies for the recognition exemption for short-term leases and lease of low-value

assets. The respective lease payments are recorded in the consolidated statement of income and are

immaterial to the financial statements.

Amounts recognized in the statement of income

Depreciation charges on production related right-of-use assets of US$0.5 million in 2024 (2023:

US$0.5 million) have been included in the value of inventories and an amount of US$3.4 million of the

total 2024 depreciation costs has been charged to the statement of income (2023: US$3.7 million).

The statement of income shows the following amounts relating to leases:


Amounts in US$ ‘000	2024	2023
Depreciation right of use buildings	(2,094)	(2,380)
Impairment right of use buildings	(5,027)	(4,663)
Depreciation right of use cars	(1,280)	(1,284)
Interest expense (note 8)	(1,038)	(1,088)
Total expense right of use assets	(9,439)	(9,415)

Pharming Group N.V. Annual Report 2024 | 134

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At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Notes to the consolidated

financial statements

Lease charges

The non-cancellable leases at December 31, 2024, have remaining terms of between one and thirteen

years and generally include a clause to enable upward revision of the rental charge on an annual basis

according to prevailing market conditions.

The expected lease charges after the end of the reporting year have been disclosed in note 26.

Financial risk management. Allocations of the lease charges to cost of sales or general and

administrative expenses have been based on the nature of the asset in use.

13. Investments

13.1 Investments accounted for using the equity method

The investment in BioConnection group (BioConnection) announced in April 2019 provides the

Company with significant influence over BioConnection, and as such has been treated as an associate

of the Group.

As at December 31, 2024, the asset relates to an investment in the ordinary shares of BioConnection

Investments B.V. During the second quarter of 2022, Pharming entered into a share purchase

agreement, following receipt of an offer for all shares in BioConnection by Gimv, a European

investment company listed on Euronext Brussels. The existing shareholders (including Pharming)

reached agreement with Gimv on the sale of all issued and outstanding shares to a new holding

company (BioConnection Investments B.V.) incorporated by Gimv, followed by a partial re-investment

by existing shareholders of the purchase price in the share capital of BioConnection Investments B.V.

The re-investment relates to the purchase of ordinary shares and a preference share. The transaction

diluted Pharming's stake in this investment from 43.85% in 2021 to 23.60% in 2022.

The Company made an assessment on the accounting treatment of the agreement and concluded

that the sale of the BioConnection ordinary shares and purchase of the BioConnection Investments

B.V. ordinary shares shall be considered as a dilution of an existing equity stake in an investment

accounted for using the equity method. Hence Pharming recognized the dilution of its equity stake as

a reduction of the carrying amount of the investment accounted for using the equity method.

The preference share is valued as an investment in debt instruments designated as at fair value with

changes through profit and loss (FVTPL).


Name of entity	Place of business	% of ownership interest		Nature of relationship	Measurement method
Name of entity	Place of business	2024	2023	Nature of relationship	Measurement method
BioConnection Investments B.V.	Oss, NL	23.60	23.60	Associate	Equity


Amounts in US$ ‘000
Carrying value at January 1, 2023	2,501
Share in net profit (loss)	(289)
Currency translation	73
Carrying value at December 31, 2023	2,285
Share in net profit (loss)	(1,131)
Impairment	(629)
Currency translation	(59)
Carrying value at December 31, 2024	466

In accordance with IAS 36, the Company reviewed the carrying value of the investment in

BioConnection for impairment whenever events or changes in circumstances indicate that the

carrying value may not be recoverable. In 2024, based on a comprehensive review of the investee's

performance, financial position, expected future cash flows and market conditions, the Company

determined that an impairment is required. Basis to determine the impairment expense relates to the

required fair value calculation for the relating investment in debt instruments designated at FVTPL

(the preference share). This calculation relates to a discounted cash flow model for which more

details can be found at note 13.2. The Company will continue to monitor the performance of this

investee and assess whether additional impairments may be necessary in future periods, depending

on changes in circumstances or the performance of the investee.

Financial information of BioConnection Investments B.V. per December 31, 2023, is filed at the Dutch

Chamber of Commerce under number 85610658 (www.kvk.nl).

Pharming Group N.V. Annual Report 2024 | 135

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Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Notes to the consolidated

financial statements

The latest available financial information of BioConnection Investments B.V. as filed at the Dutch

Chamber of Commerce, for the year 2023 is as follows (translated from euro to USD using the closing

rate 2024 of 1.0350 for balance sheet positions and the average rate over 2024 of 1.0804 for the

net result):


Amounts in US$ ‘000	December 31, 2023
Total assets	61,727
Total equity	51,951
Net result	(5,339)

In the Board of Director's judgement, the investment in BioConnection constitutes an investment in

an associated company and is therefore not consolidated, as Pharming has significant influence but

does not have control of BioConnection and is embargoed by a shareholders agreement between the

shareholders of BioConnection from influencing any activity between the two parties which is in any

significant way different from the relationship which existed between the two prior to the

investment. In 2024, the ownership of Pharming remains unchanged. As a result, there were no

movements in the carrying value other than Pharming's share in net profit, incurred impairment

expenses and currency translation effects.

13.2 Investment in debt instruments designated as at FVTPL

The asset relates to the preference share as obtained as part of the agreement referred to above

relating to BioConnection Investments B.V. The Board of Directors made an assessment on the

accounting treatment of the preference share obtained. The Board of Directors concluded that the

asset should be recognized as a financial asset (debt instrument) measured at initial recognition at

fair value, subsequently measured at fair value through profit and loss. The fair value was calculated

based on a commonly accepted valuation method, the option pricing model ("OPM"), which

considers the share classes as call options on the total shareholders' equity value according to the

rights and preferences of each class of equity. The payoff profile of the share classes was analyzed

through a portfolio of call options, with the total equity value of a company as the underlying asset

of the options and specific terms for each option calibrated to mirror, in aggregate, the payoff profile

of the share classes. Relying on the forward-looking Black-Scholes-Merton ("BSM") financial

instrument pricing framework, the OPM effectively captures the full range of potential outcomes for

the share classes at exit. The OPM takes into consideration the full spectrum of risks in terms of

future potential upside or downside but does not require explicit estimates of the possible future

outcomes. The BSM model is commonly used to price assets on financial markets and allows to

estimate the theoretical value of a call option, using six key parameters, namely the underlying equity

value, strike price, time to maturity, risk free rate, expected volatility of the underlying equity and

dividend yield on the underlying equity, which is a Level 3 input in terms of IFRS 13. Significant

increases or decreases in equity value, volatility and time to maturity and below assumptions in

isolation would result in a significantly lower or higher fair value assessment.

The following assumptions were used in the BSM model to determine the fair value of the asset:


	2024	2023
Expected time to maturity	4 years	4 years
Volatility	50%	50%
Risk-free interest rate	2.60%	1.99%

The carrying amount of this investment has changed as follows:


Amounts in US$ ‘000	2024	2023
January 1	6,093	6,827
Fair value changes	(2,051)	(930)
Currency translation	(275)	196
Balance at December 31	3,767	6,093

Sensitivity analysis

To illustrate the exposure of the carrying value of the investment to further fair value movements

as a result of changes in the economic environment, a sensitivity analysis of fair value has been

prepared over the key drivers most affected by the current uncertainties. It is possible that there will

be movements in these key inputs after December 31, 2024. While it is unlikely that these reported

inputs would move in isolation, these sensitivities have been performed independently to illustrate

the impact each individual input has on the reported fair value and they do not represent

management's estimate at December 31, 2024.

Pharming Group N.V. Annual Report 2024 | 136

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At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Notes to the consolidated

financial statements

The main assumptions in determination of the equity value are shown in below table:


Preference share BioConnection (in million US$)
Revenue level	Fair value	Discount rate	Fair value	EBITDA margin	Fair value
-10.0%	0.1	-2.0%	4.8	-5.0%	1.7
-5.0%	2.1	-1.0%	4.3	-2.5%	2.8
Base case	3.8	Base case	3.8	Base case	3.8
+5.0%	5.0	+1.0%	3.3	+2.5%	4.6
+10.0%	6.1	+2.0%	2.9	+5.0%	5.3

The impact of the remaining variables on the BSM model are shown in below table:


Preference share BioConnection (in million US$)
Time to maturity	Fair value	Volatility	Fair value
- 2 years	4.1	-10.0%	4.0
- 1 year	3.9	-5.0%	3.9
Base case	3.8	Base Case	3.8
+ 1 year	3.6	+5.0%	3.6
+ 2 years	3.5	+10.0%	3.4

13.3 Investments in equity instruments designated as at Fair Value Through Other

Comprehensive Income

At December 31, 2023, the Group held 0.54 percent of the ordinary share capital of Orchard

Therapeutics Plc. (Orchard), a global gene therapy leader.

On October 5, 2023, Orchard announced it had entered into a definitive agreement with Japanese

company Kyowa Kirin Co., Ltd., for the acquisition of Orchard for US$16.00 per American Depositary

Share (ADS) in cash plus an additional contingent value right (CVR) of US$1.00 per ADS (a total of

US$17.00 per ADS). The transaction was successfully completed on 24 January 2024. In 2024, the

Company also received the full amount for the CVR. Based on the total offer price of US$17.00,

the Company has received US$2.1 million for its shares held in Orchard in 2024.

Pharming has terminated the research collaboration & licensing agreement with Orchard and

discontinued the OTL-105 program.


Name of entity	Place of business	% of ownership interest		Nature of relationship	Measurement method
Name of entity	Place of business	2024	2023	Nature of relationship	Measurement method
Orchard Therapeutics Plc.	London, UK	—%	0.54%	Investment	Fair value

The fair value as at December 31, 2023, was determined on the basis of the trading price as at that

date.


Amounts in US$ ‘000	Carrying amount
Carrying value at January 1, 2023	403
Fair value adjustments through OCI (pre-tax)	1,573
Disposal of investment designated as at FVOCI	—
Currency translation	44
Carrying value at December 31, 2023	2,020
Fair value adjustments through OCI (pre-tax)	106
Disposal of investment designated as at FVOCI	(2,098)
Currency translation	(28)
Carrying value at December 31, 2024	—

The pre-tax cumulative loss on the Orchard investment amounted to US$2.3 million and has been

recognized through other comprehensive income throughout the holding period.

Pharming Group N.V. Annual Report 2024 | 137

Contents

At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Notes to the consolidated

financial statements

14. Marketable securities


Amounts in US$ ‘000	2024	2023
Government treasury certificates	50,525	151,683
Money market funds	62,424	—
Total marketable securities	112,949	151,683

Government treasury certificates, denominated in euros, are readily convertible, carry an S&P AAA

rating, and have a maturity of six months or less from the acquisition date. These certificates are

classified as held-to-maturity and measured at amortized costs. We have considered the expected

credit loss and recognized no impairment losses, due to the AAA credit ratings. Reference is made to

note 26. Financial risk management showing the difference between the carrying amount and the fair

value. Since 2024, the Company has also invested in SEC Rule 2a-7 compliant institutional money

market funds, which offer enhanced financial flexibility.

The carrying value of the marketable securities include accrued interest and dividends of US$0.4

million in 2024 (2023: US$0.7 million ).

15. Restricted cash, cash and cash equivalents


Amounts in US$ ‘000	2024	2023
Restricted cash (non-current)	1,505	1,528
Cash and cash equivalents	54,944	61,741
Total restricted cash, cash and cash equivalents	56,449	63,269

Cash is free at disposal of the Company, except for restricted cash, which amounts to US$1.5 million

in 2024 (2023: US$1.5 million). Restricted cash includes deposits for rent.

For purposes of the cash flow statement, restricted cash is not considered as "cash and cash

equivalents".

16. Inventories

Inventories mainly include batches RUCONEST® and Joenja® and work in progress available for

production of RUCONEST® and Joenja®.


Amounts in US$ ‘000	2024	2023
Finished goods	16,297	18,349
Work in progress	39,002	37,706
Raw materials	425	705
Balance at December 31	55,724	56,760

Changes in the adjustment to net realizable value:


Amounts in US$ ‘000	2024	2023
Balance at January 1	(4,276)	(1,971)
Addition to impairment	(7,608)	(3,878)
Release of impairment	15	—
Usage of impairment	2,749	1,673
Currency translation	457	(100)
Balance at December 31	(8,663)	(4,276)

The inventory valuation at December 31, 2024, of US$55.7 million (2023 : US$56.8 million) is stated

net of an impairment of US$8.7 million (2023: US$4.3 million). The impairment primarily relates to

products no longer eligible for commercial sales.

Inventories are available for use in commercial, preclinical and clinical activities. Estimates have been

made with respect to the ultimate use or sale of product, taking into account current and expected

sales as well as preclinical and clinical programs. These estimates are reflected in the additions to

the impairment. The releases to the impairment relate to amendments to the estimates as a result

of the fact that actual sales can differ from forecasted sales and the fact that vials allocated to

preclinical and clinical programs can be returned to inventory. The costs of vials used in preclinical

and clinical programs are presented under the research and development costs. Usage of impairment

relates to the destruction of inventory previously impaired.

Cost of inventories recognized as expenses included in the cost of sales in 2024 amounted US$25.6

million (2023: US$21.4 million). The main portion of inventories at December 31, 2024, have

expiration dates starting beyond 2025 and are generally expected to be sold and/or used before

expiration.

Pharming Group N.V. Annual Report 2024 | 138

Contents

At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Notes to the consolidated

financial statements

17. Trade and other receivables


Amounts in US$ ‘000	2024	2023
Trade receivables	41,531	35,408
Prepaid expenses	4,651	3,543
Value added tax	3,638	3,804
Other receivables	1,596	2,145
Taxes and social securities	3,407	1,258
Balance at December 31	54,823	46,158

Trade receivables are amounts due from customers for goods sold in the ordinary course of business.

They are generally due for settlement within 30-60 days and therefore are all classified as current.

The Company's outstanding trade receivables are mainly related to the sales in the U.S. The increase

in trade receivables relates to the increased sales in the fourth quarter as compared to the same

period in 2023 and timing of customer orders and payments around year-end.

The Company did not recognize any expected credit losses. Pharming measures the loss allowance for

trade receivables at an amount equal to lifetime ECL. The expected credit losses on trade receivables

are estimated using a provision matrix by reference to past default experience of the debtor and an

analysis of the debtor's current financial position, adjusted for factors that are specific to the debtors,

general economic conditions of the industry in which the debtors operate and an assessment of both

the current as well as the forecast direction of conditions at the reporting date. Pharming has a

limited number of customers with long-term relationships, without a history of shortfalls. As a result,

no loss allowance for expected credit losses is recognized.

Due to the short-term nature of the current receivables, their carrying amount is considered to be the

same as their fair value.

18. Shareholders' equity

The Company's authorized share capital amounts to US$10.9 million (€10.6 million ), exchange rate

(EUR:US$) equals 1:1.0350) and is divided into 1,056,000,000 ordinary shares with a nominal value of

€0.01 each. All 680,308,735 (€6.8 million) shares outstanding at December 31, 2024, have been fully

paid-up. Other reserves include those reserves related to currency translation, fair value revaluation,

participating interest, capitalized development costs and the conversion option of the convertible

bond as disclosed in 19. Convertible bonds. Please refer to the Consolidated statement of changes in

equity and to note 27. Earnings per share and diluted shares. The Consolidated statement of changes

in equity and note 27. Earnings per share and diluted shares further describe the background of the

main equity movements in 2024 and 2023.

Net result and accumulated deficit

Article 21.1 of the articles of association reads as follows: 'the Board of Directors shall annually

determine the amount of the distributable profit – the surplus on the profit and loss account – to be

reserved.' The Board of Directors has proposed to forward the net loss for the year 2024 to the

accumulated deficit. Anticipating the adoption of the financial statements by the shareholders at the

Annual General Meeting of shareholders, this proposal has already been reflected in the financial

statements.

Share-based compensation

Share-based compensation within equity includes those transactions with third parties, the board of

directors and employees in which payment is based in shares or options, based on current or future

performance. For 2024 these transactions were valued at US$11.2 million and for 2023 at US$9.3

million (see note 22. Share-based compensation).

Value conversion rights of convertible bonds

The equity component of the convertible bond as recorded at the physical settlement date amounts

to US$12.2 million, net of tax. Reference is made to note 19. Convertible bonds.

Options exercised / LTIP shares issued

In 2024, options were exercised and LTIP shares were issued for a total of 9,235,492 shares. In 2023,

options were exercised and LTIP shares were issued for a total of 14,725,018 shares.

Adjustment to share capital

On May 17, 2023, the AGM approved a 20% increase of the Company's authorized capital. As a result

the share capital increased from 880,000,000 ordinary shares with a nominal value of €0.01 each to

1,056,000,000 ordinary shares with a nominal value of €0.01 each. There were no adjustments to the

authorized share capital in 2024.

Pharming Group N.V. Annual Report 2024 | 139

Contents

At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Notes to the consolidated

financial statements

Other reserves


Amounts in US$ ‘000	Legal Reserve Currency translation reserve (CTA)	Legal Reserve Capitalized development cost	Legal Reserve participating interest	Reserve Fair value revaluation	Reserve Convertible bond	Total
Balance at January 1, 2023	(6,384)	402	233	(2,988)	—	(8,737)
Reserves	—	—	—	—	—	—
Other comprehensive income (loss) for the year	6,042	18	(124)	1,167	—	7,103
Other reserves	—	(314)	(109)	—	—	(423)
Value conversion rights of convertible bonds	—	—	—	—	—	—
Balance at December 31, 2023	(342)	106	—	(1,821)	—	(2,057)
Reserves	(187)	—	—	1,742	—	1,555
Other comprehensive income (loss) for the year	(11,980)	—	—	79	—	(11,901)
Other reserves	(1)	(30)	—	—	—	(31)
Value conversion rights of convertible bonds	—	—	—	—	12,225	12,225
Balance at December 31, 2024	(12,510)	76	—	—	12,225	(209)

The other reserves concern the reserve fair value revaluation, reserve participating interest,

currency translation differences of foreign investments, capitalized development costs and the

conversion option of the convertible bond as disclosed in 19. Convertible bonds.

Adjustments to the reserve participating interest relate to the undistributed profits of the

participating interest.

Adjustments to the currency translation reserve reflect the effect of translating euro operations

denominated in euro since their functional currency is different from the reporting currency.

The legal reserves for capitalized development costs has decreased in 2023, as the Company

discontinued the Pompe disease program and hence the related legal reserve was released.

The remaining legal reserve for capitalized costs relates to the ERP system SAP S/4HANA.

For more information, reference is made to note 10. Intangible assets. There were no additional

internally developed capitalized costs in 2024.

The other reserve fair value revaluation related to the changes in fair value between the acquisition

date and balance sheet date on our investment in equity instruments designated at fair value through

OCI, which were disposed of in 2024 as disclosed in 13. Investments.

The other reserve convertible bond relates to the conversion option of the convertible bond as

disclosed in 19. Convertible bonds.

Pharming Group N.V. Annual Report 2024 | 140

Contents

At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Notes to the consolidated

financial statements

19. Convertible bonds

Recognition and movements of the convertible bonds were as follows:


Amounts in US$ ‘000	2024	2023
Balance at January 1	138,422	133,386
Repurchase	(134,924)	—
Carrying value initial recognition	81,785	—
Interest paid (cash flow)	(4,457)	(4,046)
Amortization	5,725	830
Accrued interest	1,972	4,046
Currency translation	(6,124)	4,206
Balance at December 31	82,399	138,422
- Current portion	4,245	1,824
- Non-current portion	78,154	136,598

In April 2024, the Company offered €100 million (US$104 million) of senior unsecured convertible

bonds due 2029 (the "New Bonds") convertible into new and/or existing ordinary shares in the capital

of the Company. The offer was fully subscribed. The net proceeds of the issue of the bonds were used

for the repurchase of the outstanding €125 million (US$129 million) 3.00% senior unsecured

convertible bonds due 2025 issued on January 21, 2020 (ISIN: XS2105716554), which has been

launched concurrently to the offering of the New Bonds to strengthen its financial position while

enhancing flexibility for the continued execution of its business strategy over the next several years.

The New Bonds have a principal amount of €100,000 each. The New Bonds are issued at par and

carry a coupon of 4.50% per annum payable semi-annually in arrears in equal installments on April 25

and October 25 of each year, commencing on October 25, 2024. Unless previously converted,

redeemed or purchased and cancelled, the New Bonds will be redeemed at par on April 25, 2029.

The initial conversion price has been set at €1.2271 (US$1.2700), representing a premium of 37.5%

above the volume weighted average price (VWAP) of a Share on Euronext Amsterdam between

opening of trading on the launch date and the pricing of the offering (i.e. €0.8924 (US$0.9236)).

The initial conversion price of the New Bonds will be subject to customary adjustment provisions as

set out in the terms and conditions. The number of ordinary shares initially underlying the New Bonds

is 81,492,951, representing 12% of the Company's current issued share capital. The New Bonds are

listed on the Frankfurt Exchange (ISIN: XS2763018889).

The New Bonds are classified as hybrid financial instruments under IAS 32 and pursuant to it the debt

host contract and the embedded derivative for the fair value of the conversion rights into Pharming

shares (the "conversion option") are recognized separately. Initial recognition values for the

individual components were determined as follows:

• the conversion option at recognition was measured using a pricing model. As the Company did not

have sufficient placement capacity to fulfil conversion of the New Bonds into ordinary shares at

the date of issue, the conversion option was recognized as a financial liability derivative.

During the shareholder's meeting on May 21, 2024, the Company received shareholder approval

to increase share capital to support the potential conversion. At the Physical settlement notice

date of June 11, 2024, when the New Bond holders were notified that the cash settlement

alternative would no longer be available, the conversion option was reclassified to equity at fair

value, which resulted in a fair value gain of US$7.0 million immediately prior to the reclassification.

Subsequently, the value of this equity component is not remeasured and amounts to US$12.2

million, net of income tax effects, at December 31, 2024.

Parameters used in determination of fair value of the conversion option:


Parameter	At initial recognition	Immediately prior to reclassification
Share price	0.8924	0.7690
Conversion price per share	1.2271	1.2271
Dividend yield	—%	—%
Expected term in years	5.00	4.85
Risk-free rate	2.90%	3.01%
Volatility	44.34%	43.99%
Barrier price per share	1.5952	1.5952

• the debt host contract component was measured as the difference between the proceeds from

the bond and the value of the conversion option at initial recognition. This debt host contract is

subsequently measured at amortized cost, which amounts to US$82.4 million at December 31,

2024.

Direct costs associated with the issue of the New Bonds were allocated to the debt host contract

(US$2.2 million) and the conversion option (US$0.6 million) in amounts proportional to the above-

mentioned initial value. They were accounted for respectively in the amortized cost (debt host

contract) and in the income statement (conversion option).

Pharming Group N.V. Annual Report 2024 | 141

Contents

At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Notes to the consolidated

financial statements

20. Leases

Lease liabilities can be specified as follows:


Amounts in US$ ‘000	2024	2023
Balance at January 1	33,123	33,308
Additions	2,425	1,295
Remeasurement	338	1,865
Interest expense accrued	1,141	1,193
Payments of lease liabilities	(5,149)	(5,126)
Disposals of lease liabilities	(309)	(319)
Currency translation	(1,655)	907
Balance at December 31	29,914	33,123
- Current portion	2,946	3,616
- Non-current portion	26,968	29,507

Additions in 2023 and 2024 relate to newly leased cars and remeasurement reflects inflation-related

higher lease payments on buildings.

Future minimum lease payments as at December 31, 2024 , and 2023 are as follows:


	2024		2023
Amounts in US$ ‘000	Minimum payments	Present value of payments	Minimum payments	Present value of payments
Within one year	4,730	4,650	5,071	4,995
After one year but not more than five years	15,267	13,764	16,024	14,369
More than five years	15,322	11,500	18,996	14,104
Balance at December 31	35,319	29,914	40,091	33,468

21. Trade and other payables


Amounts in US$ ‘000	2024	2023
Accounts payable	10,103	16,022
Taxes and social security	3,284	6,234
Other accruals	13,917	15,634
Accruals for employees	16,117	16,019
Accruals for rebates and discounts	14,631	11,643
Accrual for production	8,559	6,976
Balance at December 31	66,611	72,528

The decrease in accounts payable is mainly due to timing of payments. The Other accruals relate

to general expenses for which no invoice was received yet. Accruals for employees mainly relate

to bonuses for employees, holiday allowances and non-taken vacation days and increased due to

an increase in the number of employees, partly offset by a decrease on bonuses for employees.

The accrual for rebates and discounts has increased, mainly due to the increase of revenues and

timing of settlements. Finally, accruals for production relate to production activities by our CMOs for

which no invoice is received yet. The increase is mainly related to timing of invoicing by these CMOs.

22. Share-based compensation

The remuneration policy for the Board of Directors was adopted by the Annual General Meeting of

Shareholders held on May 21, 2024, and governs the remuneration of both the Executive and the

Non-Executive Directors (hereafter referred to as the "Remuneration Policy"). In accordance with

Dutch law, the policy must be submitted to our shareholders for adoption every four years.

The Policy refers to an undefined number of Executive Directors and Non-Executive Directors.

Since May 19, 2021, the Board of Directors is composed of one Executive Director (i.e., the CEO)

and seven Non-Executive Directors. In case of future appointments of additional Executive Directors,

the Policy shall also be applicable to the remuneration packages for these additional Directors, if any,

in accordance with the terms thereof. Therefore, any reference below to Executive Director in the

singular also includes the plural, and vice-versa, subject to more restrictive deviations in the Policy

and except for specific references to the CEO.

The remuneration packages of the individual Directors are determined by the Board of Directors,

without the involvement of the Executive Director in the deliberations and decision-making

Pharming Group N.V. Annual Report 2024 | 142

Contents

At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Notes to the consolidated

financial statements

concerning his own remuneration, and each time within the restrictions set by the remuneration

policy.

Arrangements in the form of shares or rights to subscribe for shares will each time remain subject to

the approval of the shareholders at the General Meeting, notwithstanding the adopted policy.

On December 11, 2020, the shareholders approved the proposals that were submitted accordingly

for the new long-term incentive program for the Executive Director, as described in the

Remuneration Policy, and the one-off transition arrangement for the implementation of that new

program. Our shareholders also authorized the Board of Directors, for a period of eighteen months,

as the company body authorized to grant and issue the ordinary shares to the Executive Director

under the new long-term incentive program and the one-off transition arrangement, respectively,

and to exclude any preemptive rights of existing shareholders in connection with these issuances.

The total expense recognized in 2024 for share-based payment plans amounts to US$11.2 million

(2023: US$9.3 million).

The total expenses for share-based payment plans in 2024 is specified as follows:


Share-based compensation (in U.S.$ '000)	2024	2023
Non-executive directors' remuneration	238	246
Employee options	703	1,654
Long term incentive plan	4,153	4,006
Restricted stock units	6,154	3,345
Balance at December 31	11,248	9,251

The employee options expense decreased due to a change in the employee share-based

compensation plans where since 2022 RSU's have been granted instead of employee options.

No new employee option grants were applicable for 2024. The restricted stock units expense

increased significantly as the program was introduced in 2022 and is now active for two full years

over a 4-year vesting period per grant.

22.1 Models and assumptions

IFRS 2 describes a hierarchy of permitted valuation methods for share-based payment transactions.

If possible, an entity should use market prices at measurement date to determine the fair value of its

equity instruments. If market prices are unavailable, as is the case with Pharming's option plans and

long-term incentive plan, the entity shall estimate the fair value of the equity instruments granted.

A valuation technique should be used to estimate the value or price of those equity instruments as it

would have been at the measurement date in an arm's length transaction between knowledgeable,

willing parties.

The valuation technique shall be consistent with generally accepted valuation methodologies for

pricing financial instruments and shall incorporate all factors and assumptions that knowledgeable

market participants would consider in setting the price.

Whatever pricing model is selected, it should, as a minimum, take into account the following elements:

• The exercise price of the option;

• The expected time to maturity of the option;

• The current price of the underlying shares;

• The expected volatility of the share price;

• The dividends expected on the shares; and

• The risk-free interest rate for the expected time to maturity of the option.

Models and assumptions option plans

The costs of option plans are measured by reference to the fair value of the options at the grant date

of the option. Note that during 2024 no options were granted to employees.

The six elements above are all incorporated in the Black-Scholes model used to determine the fair

value of options. The exercise price of the option and the share price are known at grant date.

Volatility is based on the historical end-of-month closing share prices over a period prior to the option

grant date being equal to the expected option life, with a minimum of 3 years. It is assumed no

dividend payments are expected.

The total number of shares with respect to which options may be granted pursuant to the option

plans accumulated, shall be determined by Pharming, but shall not exceed 10% of all issued and

outstanding shares of Pharming on a diluted basis. Shares transferred or to be transferred, upon

exercise of options shall be applied to reduce the maximum number of shares reserved under the

plans. Unexercised options can be re-used for granting of options under the option plans.

Pharming may grant options to a member of the Executive Committee or an employee:

• At the time of a performance review;

• Only in relation to an individual: a date within the first month of his or her employment;

• In case of an extraordinary achievement; and

• In case of a promotion to a new function within Pharming.

Pharming Group N.V. Annual Report 2024 | 143

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Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Notes to the consolidated

financial statements

The option exercise price is the price of the Pharming shares on the stock exchange on the trading

day prior to the date of grant. Vested options can be exercised at any time within five years following

the date of grant. Unexercised options shall be deemed lapsed and shall cease to exist automatically

after five years. Exercise of options is subject to compliance with laws and regulations in the

Netherlands. Exercise of options is including withholding taxes. Each option is equal to one share

unless otherwise stated. Options are not applicable for early retirement.

The following assumptions were used in the Black-Scholes model to determine the fair value of

options at grant date:


	2024	2023
Expected time to maturity	n/a	1-4 years
Volatility	n/a	38% - 46%
Risk-free interest rate	n/a	2.20% - 2.68%

Option plan employees

Article 2.1 of the option plan for employees' states: Pharming may grant options to any employee.

The criteria for the granting of the options up to December 11, 2020, was determined by the Board of

Supervisory Directors of Pharming, at its sole discretion. Up to December 11, 2020, the Board of

Management proposed (i) whether the criteria for granting an option have been met by a potential

participant and (ii) the number of options to be granted. As from December 11, 2020, the execution

of the Company's remuneration policy and other benefits policies and incentive programs, as

approved by the Board of Directors (to the extent required), for all staff members of the Company

and its subsidiaries, excluding the CEO and the other members of the Executive Committee, is

delegated to the Chief Executive Officer.

Article 4.4 of the employee option plan deals with the vesting scheme of employee options and reads

as follows: in case of the termination of the employment of a participant, except for retirement and

death, Pharming at its sole discretion is entitled to decide that the options of the participant shall

lapse. The following schedule shall apply for the cancellation:

• In the event of termination of employment within one year as of a date of grant, all options

shall lapse;

• In the event of termination of employment after the first year as of a date of grant, all options,

less 1/4 of the number of options shall be lapsed. The number of options to be cancelled

decreases for each month that the employment continued for more than one year as of that date

of grant by 1/48 of the number of options granted of that date of grant.

Models and assumptions Long Term Incentive Plan

For the long-term incentive plan, the following elements of Pharming and/or the peer group are

included in order to determine the fair value of long-term incentive plan share awards, using Monte

Carlo simulation:

• Start and end date of performance period;

• The grant date;

• The share prices;

• Exchange rates;

• Expected volatilities;

• Expected correlations;

• Expected dividend yields; and

• Risk free interest rates.

Volatilities are based on the historical end-of-month closing share prices over the 3 years.

Correlations are based on 3 years of historical correlations based on end-of-month closing quotes,

taking into account exchange rates. Expected dividend yields for peers and risk-free interest rates

(depending on the currency) are obtained from Bloomberg.

Under the LTIP, restricted shares are granted conditionally each year with shares vesting based on the

market condition in which the total shareholder return performance of the Pharming share is

compared to the total shareholder return of a peer group of other European biotech companies.

During 2024, there were no LTIP grants other than the grants for the executive directors and

members of the executive committee as disclosed below.

Long Term Incentive Plan for the Executive Directors and members of the Executive committee

As part of the Remuneration Policy, the Long Term Incentive Program is applicable to Executive

Directors and has been aligned with prevailing "best practices" and is performance related only.

For the Executive Directors, the on-target value of the shares to be awarded under the newly

designed LTI Program, as described in the remuneration policy, is set at 300% of the gross annual

salary for the CEO (representing 50% below the lowest quartile of the U.S. benchmark group and just

below the top quartile of the EU benchmark group for the executive directors) and 200% for the

members of the Executive committee (representing between 20 and 30% below the lowest quartile

of the U.S. benchmark group and just in the top quartile of the EU benchmark group for the Executive

Directors).

Pharming Group N.V. Annual Report 2024 | 144

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At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Notes to the consolidated

financial statements

EU and U.S. benchmark group:


Company Location	Location
Europe
ADC Therapeutics	Epalinges, Switzerland
Alliance Pharma	Chippenham, United Kingdom
Autolus Therapeutics	London, United Kingdom
Basilea Pharmaceutica	Basel, Switzerland
Bavarian Nordic	Hellerup, Denmark
BioGaia	Stockholm, Sweden
Biotest	Dreieich, Germany
Camurus	Lund, Sweden
Cosmo Pharmaceuticals	Dublin, Ireland
Galapagos	Mechelen, Belgium
Innate Pharma	Marseille, France
Merus	Utrecht, the Netherlands
Oxford Biomedica	Oxford, United Kingdom
uniQure	Amsterdam, the Netherlands
Valneva	Saint-Herblain, France
Zealand Pharma	Copenhagen, Denmark


Company Location	Location
U.S.
Anika Therapeutics	Bedford, MA
BioCryst Pharmaceuticals	Durham, NC
Coherus BioSciences	Redwood City, CA
Collegium Pharmaceutical	Stoughton, MA
Enanta Pharmaceuticals	Watertown, MA
Heron Therapeutics	San Diego, CA
Ironwood Pharmaceuticals	Boston, MA
Karyopharm Therapeutics	Newton, MA
Ligand Pharmaceuticals	San Diego, CA
MannKind	Danbury, CT
Mirum Pharmaceuticals	Foster City, CA
Rigel Pharmaceuticals	South San Francisco, CA
Supernus Pharmaceuticals	Rockville, MD
Travere Therapeutics	San Diego, CA
Vanda Pharmaceuticals	Washington, DC

Pharming Group N.V. Annual Report 2024 | 145

Contents

At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Notes to the consolidated

financial statements

The maximum value of the shares that can vest under the LTI program is set at 450% of the gross

annual salary for the CEO and 300% for other Executive Directors and Officers. Executive Directors are

required to retain the shares awarded under the LTI program for a minimum of five years from the

date of grant.

The shares granted to the Executive Directors under the LTI program will vest in three years after the

grant date, subject to the achievement of the targets set by the Board of Directors, upon proposal of

the Remuneration Committee, for the three-year performance period (i.e., double-trigger vesting),

their relative weightings and the pay-out limits. All shares awarded will be subject to a retention

period of five years from the date of grant (i.e., two years after vesting), in accordance with the best

practice provisions of the DCGC.

The performance objectives include the Total Shareholder Return (40% weighing) and the

achievement of long-term strategy-oriented objectives (60% weighing). The peer group used to

determine the Total Shareholder Return is composed of the companies included in the AScX Index

and the NASDAQ Biotechnology Index, represented by the IBB ETF, respectively, equally weighted,

at the time of the determination.

The thresholds and payout percentages for the LTI program are given by the following table, as to be

determined for each of the AScX and IBB indices separately (each weighted at 50% of pay-out):


TSR equal to index	80% pay-out
TSR 10% above index	90% pay-out
TSR 20% above index	100% pay-out
TSR 40% above index	110% pay-out
TSR 60% above index	120% pay-out
TSR 80% above index	130% pay-out
TSR 100% above index	150% pay-out
TSR below index	0% pay-out

The range of assumptions used in the Monte Carlo simulation to determine the fair value of long-

term incentive plan share awards at grant date were:


	2024	2023
Volatilities	40.5%	42%
Risk-free interest rates	2.53%	2.34%
Dividend yields	0.00%	0.00%

Restricted Stock Units

Article 2.1 of the plan states: This Plan is effective as of October 26, 2022, and shall be executed in

compliance with the Articles of Association and applicable law and concerns Pharming's (senior)

management. The RSU plans are not applicable for the board of directors, nor the executive

committee. For each participant, the RSU's granted to them will vest in four equal tranches of twelve

months, provided that at the time of vesting such participant is still an employee. No performance

criteria are applicable to this plan. The fair value of the grant is, in line with IFRS 2, the actual share

price at date of the grant. The relating expense will be charged to Pharming's results over the vesting

for the following tranches:

a. a first tranche of 25% of the RSU's granted,

vesting twelve months after the Vesting Commencement Date;

b. a second tranche of 25% of the RSU's granted,

vesting two years after the Vesting Commencement Date;

c. a third tranche of 25% of the RSU's granted,

vesting three years after the Vesting Commencement Date; and

d. a fourth tranche of 25% of the RSU’s granted,

vesting four years after the Vesting Commencement Date.

One-off transition arrangement for the Chief Executive Officer

In 2020, the implementation of a new three-year vesting scheme under the LTIP had a major impact

on the remuneration packages of existing Executive Directors for the period 2020-2023, as the

Executive Directors' packages feature annual option and share grants. The share-based compensation

under these packages and plans over this three-year period would have resulted in three option

grants, with guaranteed vesting of a total of 8,400,000 options for the CEO on the basis of continued

tenure over the three-year period. In addition, the CEO would have been eligible for three annual

restricted share grants pursuant to the LTIP of up to 30% of the base salary.

Pharming Group N.V. Annual Report 2024 | 146

Contents

At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Notes to the consolidated

financial statements

To mitigate the described impact, the Company has agreed to a one-off transition arrangement with

the CEO as approved at the General Meeting of Shareholders on December 11, 2020. This one-off

transition arrangement provides for (i) the conversion of the total number of 8,400,000 options for

the CEO (i.e., the total number of share options that was expected to be granted in 2021, 2022 and

2023 without the arrangement) into one grant for a total number of 4,200,000 shares for 2020,

which vesting will be governed by the performance-based criteria of the new LTI program, and (ii)

the vesting of the performance shares in three annual tranches in the first quarter of 2021, 2022 and

2023, subject to the performance-based criteria of the new LTI program for Executive Directors as

described above in the Long Term Incentive Plan for the Executive Directors paragraph.

In addition, the grant and each of the three potential vestings of the granted shares under the

Long-term Incentive One-Off Arrangement is subject to:

i. a five-year retention period for the granted shares;

ii. the annual pro-rata satisfaction upon vesting of the set long-term performance targets, as

determined by the Board of Directors; and

iii. the other terms and conditions applicable to the LTI Program pursuant to the Remuneration Policy

for the Board of Directors dated December 11, 2020.

Pursuant to the one-off transition arrangement, the CEO has waived all his rights for the grant of

restricted shares and option rights, respectively, under the LTIP and the existing option plans for the

financial year 2020. On December 22, 2020, a total number of 4,200,000 (restricted) shares was

granted to the CEO in accordance with the terms of the one-off transition arrangement.

During 2024, no one-off transition grants, nor payments, nor share deliveries occurred.

22.2 Option plans

An overview of activity in the number of options for the year 2024 is as follows (please also refer to

note 27. Earnings per share and diluted shares in respect of movements since the reporting

date)(note that the dollar weighted average exercise price is translated using the closing exchange

rate for the respective year (2024: 1:1.0350)):


	2024		2023
	Number	Weighted Average Exercise Price (US$)	Number	Weighted Average Exercise Price (US$)
Balance at January 1	34,482,312	0.952	47,596,801	0.897
Forfeited	(634,874)	0.896	(1,423,375)	0.992
Expired	(3,707,334)	0.840	(205,000)	0.847
Granted	—	—	270,000	1.349
Exercised	(5,901,167)	0.784	(11,756,114)	0.857
Balance at December 31	24,238,937	0.932	34,482,312	0.952
- Vested	19,816,437	0.942	9,284,834	0.856
- Unvested	4,422,500	0.889	25,197,478	0.987

For the options outstanding at the end of the year, the range of exercise prices and weighted average

remaining contractual life is as follows (note that the range of exercise prices is translated using the

closing exchange rate for the respective year (2024: 1:1.0350):


	2024	2023
Range of exercise prices (US$)	0.73 - 1.54	0.78 - 1.63
Weighted average remaining contractual life (years)	1.41	1.91

Exercised options 2024

In 2024 a total of 5,901,167 options have been exercised with an average exercise price of US$0.78.

In 2023 a total of 11,756,114 options have been exercised with an average exercise price of US$0.86.

All options outstanding at December 31, 2024, are exercisable with the exception of the unvested

options granted to the employees still in service. The 2024 share options for the employees, vest

after one year under the condition the employees are still in service at vesting date.

Exercise prices of options outstanding at December 31, 2024, and the exercise values are in the

following ranges (note that the exercise value in US$ is translated using the closing exchange rate for

the respective year (2024: 1:1.0350)):

Pharming Group N.V. Annual Report 2024 | 147

Contents

At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Notes to the consolidated

financial statements


	2024		2023
Exercise prices in US$	Number	Exercise value in US$ ’000	Number	Exercise value in US$’000
0.57 – 0.85	10,460,750	8,555	6,739,000	4,967
0.85 – 1.63	13,778,187	14,045	27,743,312	24,862
Balance at December 31	24,238,937	22,600	34,482,312	29,828

Granted options

In 2024, the Company granted no options to employees. In 2023, the Company granted 270,000

options to employees with a weighted average exercise price of US$1.35; fair values for options

granted in 2023 were in the range of US$0.223 - US$0.581.

22.3 Long Term Incentive Plan

An overview of the number of LTIP shares granted in 2021-2024 and in total as well as the fair value

per share award is as follows (note that the fair value per share award in US$ is translated using the

closing exchange rate for the respective year (2024: 1:1.0350)):


Participant category	2021	2022	2023	2024	Total
Executive Members of the Board of Directors	1,337,888	2,363,455	1,681,570	1,824,602	7,207,515
Executive Committee	6,301,400	5,816,083	4,221,870	4,997,299	21,336,652
Senior managers	812,500	—	—	—	812,500
Total	8,451,788	8,179,538	5,903,440	6,821,901	29,356,667
Fair value per share award (US$)	0.887	0.517	0.880	0.896

The following table provides an overview of LTIP shares granted, forfeited or issued in 2021-2024 as

well as the number of LTIP shares reserved at December 31, 2024:


Participant category	Granted	Issued	Forfeited / Unvested	Reserved at December 31, 2024
Executive Members of the Board of Directors	7,207,515	(403,353)	(2,195,941)	4,608,221
Executive Committee	21,336,652	(1,877,545)	(5,301,855)	14,157,252
Senior managers	812,500	(77,613)	(734,887)	—
Total	29,356,667	(2,358,511)	(8,232,683)	18,765,473

Pharming Group N.V. Annual Report 2024 | 148

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At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Notes to the consolidated

financial statements

22.4 Restricted Stock Units

An overview of the granted RSU's to the Company's (senior) managers, as well as the number of

RSU's reserved at December 31, 2024, is as follows:


Grant year	Granted	Issued	Forfeited / Unvested	Reserved at December 31, 2024	Reserved at Weighted average fair value per share in US$
2024	12,091,227	—	(42,112)	12,049,115	0.797
2023	7,979,250	(1,764,059)	(705,875)	5,509,316	1.155
2022	4,931,000	(2,243,622)	(509,500)	2,177,878	1.004
Total	25,001,477	(4,007,681)	(1,257,487)	19,736,309	0.919

22.5 Transition arrangement for the Chief Executive Officer

On December 22, 2020, a total number of 4,200,000 (restricted) shares was granted to the CEO in

accordance with the terms of the one-off transition arrangement. These shares vested in three equal

annual tranches in 1Q 2021, 1Q 2022 and 1Q 2023, subject to the pro-rata achievement of the long-

term targets under the new LTI program.

The third year of the 3-year performance period for the 2021 share grant pursuant to the LTI one-off

transition arrangement, ended on December 31, 2022. Accordingly the Board of Directors, upon a

recommendation of the Remuneration Committee, determined in the first quarter of 2023 the

vesting of the second annual tranche of the total number of 4,200,000 shares conditionally granted to

the Chief Executive Officer (i.e., 1,400,000 shares).

The performance on both the TSR and the strategic corporate objectives, applying the respective

weightings, led to the following vesting level under the One-Off Transition Arrangement for the CEO

(i.e., second annual tranche of 1,400,000 shares):


Metric definition	Achievement	Weighting	Vesting level
TSR	115%	40%	46%
Strategic Objectives	90%	60%	54%
Total		100%	100%

In accordance with the resulting 100% vesting level, a total number of 1,400,000 shares vested in

2023 for the CEO for the third annual tranche of the shares granted under the LTI One-Off Transition

Arrangement. These shares are subject to a retention period of five years.

23. Board of Directors

In connection with the listing of our ADSs on Nasdaq, we converted our two-tier board structure into

a one-tier board structure, with a single board of directors consisting of the executive director and

non-executive directors. The new structure became effective on December 11, 2020. Since that date,

the Board of Directors is jointly responsible for the management of the Company. The daily

management of the Company and the execution of the strategy are entrusted to the CEO, as the only

Executive Director. The CEO is supported by the non-statutory Executive Committee in the execution

of his tasks and responsibilities. The Non-Executive Directors share statutory management

responsibility but focus on the supervision on the policy and functioning of the performance of the

duties by the Executive Director and the Company's general state of affairs.

Dr. S. de Vries was the Company's sole Executive member of the Board of Directors during 2024 and

continued to be the Chief Executive Officer until March 4, 2025, after which he was succeeded by

Mr. Fabrice Chouraqui. The Board of Directors has the following members:


Name	Position
Dr. R. Peters	Chair of the Board of Directors and Non-Executive Board Member
Ms. D. Jorn	Vice Chair of the Board of Directors and Non-Executive Board Member
Ms. B. Yanni	Non-Executive Board Member
Dr. M. Pykett	Non-Executive Board Member
Ms. J. van der Meijs	Non-Executive Board Member
Mr. L. Kruimer	Non-Executive Board Member
Mr. S. Baert	Non-Executive Board Member
Dr. S. de Vries	Executive Board Member and Chief Executive Officer	until March 4, 2025
Mr. F. Chouraqui	Executive Board Member and Chief Executive Officer	as of March 4, 2025

Pharming Group N.V. Annual Report 2024 | 149

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At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Notes to the consolidated

financial statements

Non-Executive members Board of Directors

Remuneration

For 2024 the annual compensation of the non-executive members of the Board of Directors was

as follows:


Responsibility	Cash in Euro's (per annum)	Ordinary shares in Euro's * (per annum)	Cash in US Dollars (per annum)	Ordinary shares in US Dollars * (per annum)
Chair of the Board of Directors	90,000	40,000	97,236	43,216
Non-Executive Director	45,000	30,000	48,618	32,412
Chair Audit Committee	15,000		16,206
Member Audit Committee	7,500		8,103
Chair Remuneration Committee	12,500		13,505
Member Remuneration Committee	6,250		6,753
Chair of the Transaction Committee	12,500		13,505
Member of the Transaction Committee	6,250		6,753
Chair Governance Committee	12,500		13,505
Member Governance Committee	6,250		6,753

*All shares to be valued at the 20 day VWAP preceding the Annual General Meeting of Shareholders, without further

restrictions or grant.

An additional compensation of EUR1,000 (US$1,080) per day in case of extraordinary activities, as

determined by the Chair of the Board of Directors. Compensation of the Non-Executive members of

the Board of Directors for 2024 and 2023 was as follows:


Amounts in US$ ‘000	Year	Cash	Share-Based Payment	Total
Dr. Richard Peters	2024	111	43	154
	2023	26	20	46
Mr. Paul Sekhri	2024	—	—	—
	2023	55	32	87
Ms. Deborah Jorn	2024	64	32	96
	2023	55	32	87
Ms. Barbara Yanni	2024	77	32	109
	2023	62	32	94
Dr. Mark Pykett	2024	63	32	95
	2023	55	32	87
Ms. Jabine van der Meijs	2024	77	32	109
	2023	62	32	94
Mr. Leonard Kruimer	2024	72	32	104
	2023	58	32	90
Mr. Steven Baert	2024	69	32	101
	2023	58	32	90
Total	2024	533	235	768
	2023	431	244	675

Pharming Group N.V. Annual Report 2024 | 150

Contents

At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Notes to the consolidated

financial statements

At December 31, 2024, the Non-Executive members of the Board of Directors held the following

numbers of shares:


December 31, 2024	Ordinary shares
Dr. Richard Peters	62,875
Ms. Deborah Jorn	161,660
Mr. Leonard Kruimer	121,231
Dr. Mark Pykett	146,069
Mr. Steven Baert	121,231
Ms. Jabine van der Meijs	121,231
Ms. Barbara Yanni	146,069
Total	880,366

All shares held by the Non-Executive members of the Board of Directors are unrestricted.

Loans or guarantees

During the year 2024, the Company has not granted loans or guarantees to any member of the

Non- Executive members of the Board of Directors. No loans or guarantees to Non-Executive

members of the Board of Directors were outstanding at December 31, 2024.

Executive members Board of Directors

Remuneration

The Executive Board Member is entitled to the following remuneration packages:

I) Fixed remuneration: annual base salary;

II) 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; and

III) Others: contribution pension premiums, travel allowance and holiday allowance.

Compensation was as follows and includes the entire year 2024, up to December 31, 2024:


Amounts in US$ ‘000	Year	Fixed remuneration	Short term variable: annual bonus	Share based payments	Post- employment benefits	Other	Total
Mr. Sijmen de Vries	2024	$694	$414	$987	$116	$35	$2,246
	2023	$673	$615	$1,371	$115	$35	$2,809

Options

The following table gives an overview of movements in number of option holdings of the individual

members of the executive board of directors in 2024, the exercise prices and expiration dates up to

December 31, 2024, (note that the exercise price in US$ is translated using 2024 closing exchange

rate (1:1.0350)):


	January 1, 2024	Granted 2024	Exercised 2024	Forfeited/ expired 2024	December 31, 2024	Exercise price (US$)	Expiration date
Mr. Sijmen de Vries	2,800,000	—	2,800,000	—	—	0.833	May 22, 2024

At December 31, 2024, the executive members of the board held the following numbers of shares:


Shares held	As at December 31, 2024
Mr. Sijmen de Vries	8,594,721

Long term Incentive Plan


	Year	Granted	Settled	Forfeited / Unvested	December 31, 2024
Mr. Sijmen de Vries	2024	1,824,602	—	(948,127)	876,475
	2023	1,681,570	—	(313,279)	1,368,291
	2022	2,363,455	—	—	2,363,455

The forfeited / unvested category relates to an adjustment to the service period in relation to the

announcement by Mr. Sijmen de Vries on October 24, 2024, that he would not be available for

reappointment upon the scheduled expiration of his term.

Pharming Group N.V. Annual Report 2024 | 151

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At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Notes to the consolidated

financial statements

Loans or guarantees

During the year 2024, no loans or guarantees have been granted to the Executive members of the

Board of Directors. No loans or guarantees to the Executive member of the Board of Directors were

outstanding at December 31, 2024. The Executive member of the Board of Director is the sole

statutory director.

24. Related party transactions

Related parties' disclosure relates mainly to key management compensation and to transactions with

the associated company BioConnection Investments B.V. (BioConnection).

Key management includes members of the Board of Directors:


Amounts in US$ ‘000	2024	2023
Salaries and other short-term employee benefits	1,676	1,756
Post-employment benefits	116	115
Share-based compensation	1,222	1,615
Total	3,014	3,486

All direct transactions with members of the Board of Directors have been disclosed in notes 22.

Share-based compensation and 23. Board of Directors of these financial statements.

Related party transactions with BioConnection are in the ordinary course of that company's fill &

finish business and amounted to US$4.6 million in 2024 (2023: US$4.7 million). At December 31,

2024, the Company owed BioConnection US$1.5 million (2023: US$1.7 million) for fill & finish services

supplied. In addition, BioConnection owed US$0.3 million (2023: US$0.5 million) to the Company at

December 31, 2024.

25. Commitments and contingencies

Material agreements

At the end of 2024 the Company had several agreements with third parties related to the

manufacturing of RUCONEST® and Joenja® and development of new products. In these agreements

certain minimum volumes are committed. Total future commitments under these agreements are

approximately US$41.6 million (2023: US$58.3 million), of which US$24.8 million relates to 2025 and

US$16.8 million relates to 2026 and further. All expenditures relate to the cost of goods.

Leniolisib milestone commitments

In August 2019, Pharming entered into a development collaboration and license agreement with

Novartis to develop and commercialize leniolisib, a small molecule phosphoinositide 3-kinase delta

(PI3Kδ) inhibitor being developed by Novartis to treat patients with activated phosphoinositide 3-

kinase delta (PI3Kδ) syndrome (APDS). In November 2022, Pharming submitted regulatory filings to

the FDA and EMA for the purpose to commercialize leniolisib. On March 24, 2023, Pharming received

FDA approval for the commercialization of leniolisib in the United States of America. Pharming is

awaiting CHMP's opinion on the leniolisib regulatory filing submitted to EMA.

Pharming has agreed upon phased Development and Regulatory Milestone payments of US$20.5

million. As a result of the first commercial sale in the US, Pharming has paid US$10.4 million in

Development and Regulatory Milestone payments in 2023.

Furthermore, Pharming is committed to one-off Sales Milestone payments when annual net sales

exceed set thresholds for the first time. The total commitment equals US$180.0 million when yearly

net sales reach US$500.0 million. The first milestone equals US$5.0 million when yearly net sales

reach US$50.0 million. After a sales threshold has been reached for the first year, the milestone

payment for that threshold does not recur. In 2024, the Company has not reached the first sales

milestone of yearly net sales of US$50.0 million and therefore did not make any sales milestone

payment.

In addition to these milestone payments, the Company has agreed to pay royalty fees to Novartis on

net sales in jurisdictions where regulatory approval has been obtained. These royalties are calculated

as a fixed percentage over net sales, growing to a maximum of 18% when net sales exceed US$300.0

million. These royalty payments have a term of 10 years. The minimum royalty liability of 12% is

applicable for sales up until US$150.0 million. The timing of the milestone payments and royalty

payments is uncertain as these are highly dependent on the enrollment of new patients for leniolisib.

In 2024, the Company has made US$4.9 million in royalty payments to Novartis (2023: US$2.1

million).

Public cash offer Abliva AB ("Abliva")

On December 15, 2024, Pharming announced a recommended public cash offer to the shareholders

of Abliva to acquire all issued and outstanding shares of Abliva. Pharming, through its wholly-owned

subsidiary Pharming Technologies B.V., offered the shareholders SEK 0.45 in cash per share in Abliva.

The transaction was valued at approximately US$66.1 million. In February 2025, the deal was

completed and for further details, reference is made to note 28. Events after the reporting period.

Pharming Group N.V. Annual Report 2024 | 152

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At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Notes to the consolidated

financial statements

26. Financial risk management

General

Pharming is exposed to several financial risks: market risks (being currency risk and interest rate risk),

credit risks and liquidity risks. The Board of Directors and the Executive Committee are responsible

for the management of currency, interest, credit and liquidity risks and as such ultimately responsible

for decisions taken in this field.

Capital risk management

The Company manages its capital to ensure that it will be able to continue as a going concern.

This includes a regular review of cash flow forecasts and, if deemed appropriate, subsequent raising

of funds through execution of equity and/or debt transactions. In doing so, the Board of Directors'

and Executive Committees' strategy is to achieve a capital structure which takes into account the best

interests of all stakeholders. Pharming's capital structure includes cash and cash equivalents,

marketable securities, debt and equity. Compared to last year the Company has allocated a portion of

the euro denominated readily convertible S&P AAA-rated government treasury certificates with a

maturity of six months or less, to SEC Rule 2a-7 compliant institutional money market funds, which

offer enhanced financial flexibility.

Currency risk

This is the risk that the fair value of assets, liabilities and especially the future cash flows of financial

instruments will fluctuate because of changes in foreign exchange rates. Pharming's policy for the

management of foreign currency risks is aimed at protecting the operating profit and positions held

or recorded in foreign currencies, in particular of the United States Dollar (USD) for the Group.

Certain payments and sales in the U.S. are being and will be received in USD. Some direct payments

of U.S. activities are carried in USD through the Dutch entities. At December 31, 2024, the Group's

cash and cash equivalents, including restricted cash, and marketable securities amounted to

US$169.4 million . This balance consists of cash assets denominated in euro for a total amount of

US$146.2 million or €141.3 million (applying an exchange rate EUR/USD at December 31, 2024,

of 1.0350) and cash assets in U.S. Dollars for a total amount of US$22.2 million. The US Dollar cash

balance will mainly be used for the commercialization activities of the U.S. organization.

The remaining cash balance (equivalent to US$1.0 million) is denominated in British pounds and

Australian dollars, and is utilized by the respective local entities.

Cash and cash equivalents (including restricted cash), accounts receivables and inventories

denominated in USD amounted in total to US$71.9 million (€69.5 million), respectively US$28.7

million (€27.7 million) for the trade and other payables denominated in USD. Pharming performed a

sensitivity analysis by applying an adjustment to the spot rate at year-end. As the balance of the cash

and cash equivalents (including restricted cash), accounts receivables, inventories, trade and other

payables, denominated in USD, at year-end is US$43.2 million, a 10% strengthening or weakening

of the euro versus US dollar would have an impact of US$4.3 million on the Group's gain (weakening

of the euro) or loss (strengthening of the euro). The balance sheet positions denominated in other

foreign currencies are minimal, resulting in a correspondingly low currency risk.

Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will

fluctuate because of changes in market interest rates. Pharming's interest rate risk policy is aimed at

minimizing the interest rate risks associated with the financing of the Company and thus at the same

time optimizing the net interest costs. This policy translates into a certain desired profile of fixed-

interest and floating interest positions, including those generated by cash and cash equivalents and

marketable securities and those paid on finance lease liabilities. As the interest rate on the

convertible bond is a fixed percentage, Pharming concluded that the total risk on interest is

not material.

The issue of the Convertible Bonds due 2029 at a fixed interest rate of 4.50% p.a. has rendered this

concern obsolescent. The interest on the vast majority of the Company's financial instruments is not

variable with market interest rates. More information on the Convertible Bonds due 2029 can be

found in note 19. Convertible bonds.

Credit risk

Credit risk is defined as the risk that one party to a financial instrument will cause a financial loss for

the other party by failing to discharge obligations. Pharming manages credit risk exposure through

the selection of financial institutions having a high credit rating, using credit rating reports issued by

institutions such as Standard & Poor's and Moody's. The exposure to credit risk at December 31,

2024, is represented by the carrying amounts of cash and cash equivalents, marketable securities and

trade and other receivables.

The carrying amounts of the cash and cash equivalents (including restricted cash) as at December 31,

2024, amounted to US$56.4 million and was held through financial institutions with a A- to A rating

from Standard & Poor's, A3 to Aa3 ratings from Moody's and A to AA- ratings from Fitch.

Marketable securities at December 31, 2024, amounted to US$112.9 million (2023: US$151.7 million).

As of December 31, 2024, US$50.5 million was held in S&P AAA-rated government treasury

certificates with a maturity of six months or less from the date of acquisition (2023:US$151.7 million).

We have considered the expected credit loss and recognized no losses, due to the AAA credit ratings.

Since 2024, the Company has also invested in SEC Rule 2a-7 compliant institutional money market

Pharming Group N.V. Annual Report 2024 | 153

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Financial Statements

Other Information

Notes to the consolidated

financial statements

funds, which offer enhanced financial flexibility. As of December 31, 2024, these investments

amounted to US$62.4 million. Complying with SEC Rule 2a-7, these funds ensure liquidity and stability

through requirements on liquidity, maturity limits, credit quality and diversification.

Trade and other receivables at December 31, 2024, amounted to US$54.8 million. As at the date of

these financial statements, these amounts have largely been settled, including receipts in cash and

receipt of goods and services in exchange of prepaid expense items. Based on the credit ratings of

cash and cash equivalents (including restricted cash) as well as the positions taken with respect to

marketable securities and trade and other receivables, the Company considers that this risk is

adequately managed.

Liquidity risk

The liquidity risk refers to the risk that an entity will encounter difficulty in meeting obligations

associated with financial liabilities. Pharming's objective is to maintain a minimum level and certain

ratio of cash and cash equivalents (including short-term deposits and readily convertible S&P AAA-

rated government treasury certificates with a maturity of six months or less and SEC Rule 2a-7

compliant institutional money market funds). The strategy of the Company is to repay its obligations

through generation of cash income from operating activities such as product sales. In case such cash

flows are insufficient, the Company relies on financing cash flows as provided through the issuance

of shares or incurring financial liabilities. Note 3. Going concern assessment of these financial

statements more extensively describes the Company's going concern assessment.

The following table presents the financial liabilities at year-end 2024, showing the remaining

undiscounted contractual amounts due including nominal interest. Liabilities denominated in

foreign currency have been converted at the exchange rate at December 31, 2024.

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Other Information

Notes to the consolidated

financial statements

Maturity profile of financial liabilities:


Amounts in US$ ’000	2025	2026	2027	2028	2029 and onwards	Total	Prior year total
Trade and other payables	66,611	—	—	—	—	66,611	72,528
Lease Liabilities	4,730	4,688	4,257	3,738	17,906	35,319	40,091
Convertible Bonds	4,658	4,658	4,658	4,658	110,486	129,118	143,714
Total	75,999	9,346	8,915	8,396	128,392	231,048	256,333

Fair value estimation

The Company uses the following hierarchy for determining the fair value of financial instruments measured at fair value:

• Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities;

• Level 2: Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices); and

• Level 3: Inputs for the asset or liability that are not based on observable market data or which are based on the probability of future events occurring (that is, unobservable inputs).

The following table presents the assets that are measured at fair value at year-end 2024 and 2023:


	2024			2023
Amounts in US$ ’000	Level 1	Level 3	Total	Level 1	Level 3	Total
Investments in equity instruments designated as at FVTOCI	—	—	—	2,020	—	2,020
Investments in debt instruments designated as at FVTPL	—	3,767	3,767	—	6,093	6,093
Balance at December 31	—	3,767	3,767	2,020	6,093	8,113

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Other Information

Notes to the consolidated

financial statements

The following table includes carrying values and the estimated fair values of financial instruments:


Amounts in US$ ‘000	2024		2023
	Carrying value	Fair value	Carrying value	Fair value
Assets:
Cash and cash equivalents, including restricted cash	56,449	56,449	63,269	63,269
Marketable securities	112,949	112,949	151,683	151,746
Trade and other receivables	54,823	54,823	46,158	46,158

Liabilities:
Convertible Bond	82,399	82,399	138,422	138,422
Lease Liabilities	29,914	29,914	33,123	33,123
Trade and other payables	66,611	66,611	72,528	72,528

The fair value of the Marketable securities is based on observable market information (level 1

valuation).

The above other fair values of financial instruments are based on internal calculations. Cash and cash

equivalents, trade and other receivables as well as trade and other payables are stated at carrying

amount, which approximates the fair value in view of the short maturity of these instruments.

The fair values of finance lease liabilities (both non-current and current portion) are based on arm's

length transactions.

The following table sets out an analysis for each of the period presented of the net position of the

convertible bond, cash and cash equivalents and marketable securities, showing the remaining

undiscounted contractual amounts due including nominal interest.

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Notes to the consolidated

financial statements


Amounts in US$ ‘000	2024	2023
Cash and cash equivalents	54,944	61,741
Restricted cash	1,505	1,528
Marketable securities	112,949	151,683
Convertible bond - current	(4,245)	(1,824)
Convertible bond - non-current	(78,154)	(136,598)
Net cash (debt)	86,999	76,530

Cash and cash equivalents	54,944	61,741
Restricted cash	1,505	1,528
Marketable securities	112,949	151,683
Gross debt - fixed interest rates	(82,399)	(138,422)
Gross debt - variable interest rates	—	—
Net cash (debt)	86,999	76,530

Reconciliation of liabilities arising from financing activities:


	2023	Cashflows	Non - Cash changes					2024
Amounts in US$ ’000			Acquisition, disposal and reclassification	Interest Expense Accrued	Amortized costs	Fair Value Changes	Foreign exchange effects and other
Convertible Bond	138,422	(4,457)	(53,139)	1,972	5,725	—	(6,124)	82,399
Lease Liabilities	33,123	(5,149)	2,425	1,141	—	—	(1,626)	29,914
Derivative financial liabilities	—	—	7,041	—	—	(7,041)	—	—
Total liabilities from financing activities	171,545	(9,606)	(43,673)	3,113	5,725	(7,041)	(7,750)	112,313

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Notes to the consolidated

financial statements

27. Earnings per share and diluted shares

Basic earnings per share is calculated based on the weighted average number of ordinary shares

outstanding during the year. Diluted earnings per share is normally computed based on the weighted

average number of ordinary shares outstanding including the dilutive effect of shares to be issued in

the future under certain arrangements such as option plans. However, as the net result represents a

loss in 2024, the diluted earnings per share are equal to the basic earnings per share for 2024.

For 2024 and 2023, the basic and diluted earnings per share are:


	2024	2023
Net profit (loss) attributable to equity owners of the parent (in US$ ’000)	(11,841)	(10,548)
Weighted average shares outstanding	671,347,279	657,020,521
Basic profit (loss) per share (in US$)	(0.018)	(0.016)
Weighted average diluted shares outstanding	785,412,134	725,463,948
Diluted profit (loss) per share (in US$)	(0.018)	(0.016)

The diluted net loss used in the calculation of dilutive profit per share amounts to US$11.8 million.

Difference between the weighted average shares outstanding and the weighted average diluted

shares outstanding used for basic profits calculations per share relates to restricted stock units (RSU),

options and LTIP. The 81,492,951 shares related to the convertible bonds are anti-dilutive and are

therefore excluded from the weighted average number of ordinary shares for the purpose of diluted

earnings per share.

Diluted shares

The composition of the number of shares and share rights outstanding as well as authorized share

capital as per December 31, 2024, and the date of these financial statements is provided in the

following table.

Movements of shares and other instruments between December 31, 2024, and April 2, 2025, are

shown in the table below:


	December 31, 2024	Shares issued	Other	April 2, 2025
Shares	680,308,735	3,622,343	—	683,931,078
RSU	19,736,309	(89,378)	401,989	20,048,920
Options	24,238,937	(255,000)	(530,716)	23,453,221
Convertible bonds	81,492,951	—	—	81,492,951
LTIP	18,765,473	(3,277,965)	6,418,792	21,906,300
Issued	824,542,405	—	6,290,065	830,832,470
Available for issue	231,457,595	—	(6,290,065)	225,167,530
Authorized share capital	1,056,000,000	—	—	1,056,000,000

28. Events after the reporting period

New Chief Executive Officer and Executive Director

On January 21, 2025, we announced that the Board of Directors had nominated biopharmaceutical

leader Mr. Fabrice Chouraqui as Pharming's new Chief Executive Officer and Executive Director,

succeeding Mr. Sijmen de Vries. Mr. Chouraqui was appointed for a term of four years at the

Extraordinary General Meeting of Shareholders (EGM) that took place on March 4, 2025. Upon the

appointment of Mr. Chouraqui, Mr. Sijmen de Vries resigned from the Board of Directors. To ensure a

smooth hand-over of tasks and responsibilities, Mr. de Vries will remain a strategic advisor to the new

CEO until December 31, 2025.

Acquisition of Abliva AB

On February 20, 2025, we announced ownership of shares and voting rights in Abliva AB exceeding

90% and thereby initiated the necessary activities to delist the Company from the Nasdaq Stockholm

exchange. Following delisting, we expect to be able to start the second wave of patient recruitment

for the ongoing pivotal FALCON clinical trial for KL1333 for the treatment of mtDNA-driven primary

mitochondrial diseases. Pharming has initiated a compulsory acquisition procedure in respect of the

remaining shares in Abliva under the Swedish Companies Act. On March 3, 2025, Nasdaq Stockholm

approved Abliva's application for delisting and the last day of trading was on March 17, 2025. With

these events, the acquisition of Abliva was completed. As of March 31, 2025, the Company holds

97.47% of ordinary shares of Abliva AB.

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Other Information

Notes to the consolidated

financial statements

The acquisition of Abliva will be accounted for as a business combination. Substantially all of the

value of the acquisition is concentrated in a single asset, KL1333. Following delisting in March 2025,

the acquisition will be reflected in our financial statements beginning with the first quarter 2025.

As of the reporting date, the Purchase Price Allocation (PPA) for the acquisition is in progress.

Consequently, further disclosures regarding goodwill, as well as the fair value of assets and liabilities,

have not yet been completed. The PPA process is ongoing, and once finalized, the appropriate

adjustments and disclosures will be made. At this point we expect the US$66.1 million acquisition

price to be allocated to the fair value of the acquired identifiable assets and liabilities, with any excess

to be recorded as goodwill. We do not expect any P&L impact at the acquisition date, besides

recognition of acquisition costs incurred in 2025. At the reporting date, a total of US$2.3 million was

incurred in other operating expenses in relation to this transaction.

The Board of Directors identified no other events after the reporting period affecting the 2024

financial statements.

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Financial Statements

Other Information

Company financial statements

Company statement of income

For the year ended December 31


Amounts in US$ ‘000	notes	2024	2023
Revenues	3	63,110	62,016
Other income		467	—
Operating expenses	4	(59,916)	(58,840)
Operating result		3,661	3,176
Fair value gain (loss) on revaluation		7,041	—
Other finance income and expenses	16	2,675	2,990
Finance cost, net		9,716	2,990
Result before tax		13,377	6,166
Income tax credit (expense)	7	(207)	147
Result before share in result of investments		13,170	6,313
Share in result of investments	12	(25,011)	(16,861)
Profit for the year	11	(11,841)	(10,548)

The notes are an integral part of these financial statements.

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Company balance sheet

As at December 31

(after proposed appropriation of net profit)


Amounts in US$ ‘000	notes	2024	2023
Non-current assets
Intangible assets	5	24,607	28,628
Property, plant and equipment	6	545	881
Right-of-use assets	6	3,186	3,606
Long-term prepayments		90	92
Deferred tax asset	7	10,417	15,559
Financial assets	12	158,906	202,136
Restricted Cash	10	466	488
Total non-current assets		198,217	251,390



Current assets
Trade and other receivables	8	3,787	4,011
Marketable securities	9	112,949	151,683
Cash and cash equivalents	10	2,244	3,893
Total current assets		118,980	159,587

Total assets		317,197	410,977


Amounts in US$ ‘000	notes	2024	2023
Equity
Share capital		7,769	7,669
Share premium		488,990	478,431
Other reserves		(209)	(2,057)
Accumulated deficit		(275,489)	(265,262)
Shareholders’ equity	11	221,061	218,781

Non current Liabilities
Convertible bonds	13	78,154	136,598
Lease liabilities	6	2,907	3,405
Total non-current liabilities		81,061	140,003

Current Liabilities
Convertible bonds	13	4,245	1,824
Intercompany payables	11	624	39,361
Trade and other payables	14	9,532	10,313
Lease liabilities	6	674	695
Total current liabilities		15,075	52,193

Total shareholders’ equity and liabilities		317,197	410,977

The notes are an integral part of these financial statements.

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Financial Statements

Other Information

Notes to the Company

financial statements

Notes to the Company financial statements

1. General

Within Pharming, the entity Pharming Group N.V. acts as a holding company of the operating

companies. Its activities are limited to the arrangement of financial transactions with third parties

and to provide the operating companies with support in the field of legal, financial, human resources,

public relations, IT and other services.

2. Summary of material accounting policy information

The Company financial statements have been prepared in accordance with accounting principles

generally accepted in the Netherlands. The accounting policies applied are the same as those used in

the consolidated financial statements in accordance with the provisions of article 362-8 of book 2 of

the Dutch Civil Code, except for investments in subsidiaries and intercompany receivables and

payables. Investments in subsidiaries are accounted for using the equity method. Intercompany

receivables and payables are stated at nominal value.

Investments in subsidiaries are those investments with a positive equity value. In the event the equity

value of a Group company together with any long-term interests that, in substance, form part of our

net investment in the Group company, becomes negative, additional losses are provided for, and a

liability is recognized, only to the extent that we have incurred legal or constructive obligations or

made payments on behalf of the subsidiary. The Company shall, upon identification of a credit loss on

an intercompany loan and/or receivable, eliminate the carrying amount of the intercompany loan

and/or receivable for the value of the identified credit loss.

3. Revenues

The revenues of the Company relate to intercompany charges to group companies.

4. Expenses by nature

Operating expenses in 2024 and 2023 were as follows:


Amounts in US$ ‘000	2024	2023
Direct operating expenses	(13,477)	(19,656)
Employee costs (excl. Share based compensation)	(25,013)	(20,653)
Facilities and infrastructure	(2,926)	(2,748)
Share-based compensation	(11,253)	(9,251)
Depreciation and amortization charges	(3,667)	(3,188)
Other operating expenses	(3,580)	(3,344)
Total	(59,916)	(58,840)

Direct operating costs decreased mainly as a result of the Development and Regulatory Milestone

payment of US$10.4 million following the first commercial sale of Joenja® in 2023. See note 25.

Commitments and contingencies of the consolidated financial statements for more information on

the leniolisib milestone commitments. The increased costs are mainly related to the increased

employee costs resulting from more staff employed, contractors and consultants hired, following

the growth of the organization, one-off costs relating to the public cash offer to the shareholders of

Abliva AB to acquire all issued and outstanding shares of Abliva AB and additional costs for (internal)

audits.

Employee information

All employees of Pharming Group N.V. in both 2024 and 2023 were based in the Netherlands

and in France. The average number of full-time equivalent employees in 2024 was 93 (2023: 87).

The average number of full-time equivalent employees working outside the Netherlands was 18

(2023: 22).

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Notes to the Company

financial statements

5. Intangible assets


Amounts in US$ ‘000	Development costs	RUCONEST® licenses	Joenja® license	Software	Total
At cost	250	8,000	23,703	136	32,089
Accumulated:
Amortization charges	—	(2,005)	—	(101)	(2,106)
Carrying value at January 1, 2023	250	5,995	23,703	35	29,983

Amortization charges	—	(680)	(1,300)	(19)	(1,999)
Impairment charges	(253)	—	—	—	(253)
Divestments - cost	(253)	—	—	—	(253)
Divestment - accumulated amortization	253	—	—	—	253
Currency translation - cost	3	251	745	4	1,003
Currency translation - amortization	—	(76)	(26)	(4)	(106)
Movement 2023	(250)	(505)	(581)	(19)	(1,355)

At cost	—	8,251	24,448	140	32,839
Accumulated:
Amortization charges	—	(2,761)	(1,326)	(124)	(4,211)
Impairment charges	—	—	—	—	—
Carrying value at December 31, 2023	—	5,490	23,122	16	28,628

Amortization charges	—	(681)	(1,735)	(10)	(2,426)
Impairment charges	—	—	—	—	—
Divestments - cost	—	—	—	—	—
Divestment - accumulated amortization	—	—	—	—	—
Currency translation - cost	—	(489)	(1,449)	(8)	(1,946)
Currency translation - amortization	—	192	151	8	351
Movement 2024	—	(978)	(3,033)	(10)	(4,021)

At cost	—	7,762	22,999	132	30,893
Accumulated:
Amortization charges	—	(3,250)	(2,910)	(126)	(6,286)
Carrying value at December 31, 2024	—	4,512	20,089	6	24,607

More information is available in note 10. Intangible assets of the consolidated financial statements

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Notes to the Company

financial statements

6. Tangible assets

6.1. Property, plant and equipment

Property, plant and equipment include leasehold improvements related to office investments in the

Company's headquarters and other items such as office furniture and equipment as well as IT-hardware.


Amounts in US$ ‘000	Leasehold improvements	Machinery and equipment	Other	Total
At cost	405	1,326	1,689	3,420
Accumulated depreciation	(388)	(933)	(1,020)	(2,341)
Carrying value at January 1, 2023	17	393	669	1,079

Investments	—	32	220	252
Other - cost	9	—	—	9
Other - accumulated depreciation	(9)	—	—	(9)
Divestment	—	(5)	—	(5)
Depreciation charges	(6)	(140)	(332)	(478)
Depreciation of divestment	—	4	—	4
Currency translation - cost	11	41	57	109
Currency translation - amortization	(12)	(32)	(36)	(80)
Movement 2023	(7)	(100)	(91)	(198)

At cost	425	1,394	1,966	3,785
Accumulated depreciation	(415)	(1,101)	(1,388)	(2,904)
Carrying value at December 31, 2023	10	293	578	881

Investments	7	8	158	173
Other - cost	—	—	—	—
Other - accumulated depreciation	—	—	—	—
Divestment	—	—	—	—
Depreciation charges	(6)	(112)	(351)	(469)
Depreciation of divestment	—	—	—	—
Currency translation - cost	(26)	(83)	(123)	(232)
Currency translation - amortization	25	70	97	192
Movement 2024	—	(117)	(219)	(336)

At cost	406	1,319	2,001	3,726
Accumulated depreciation	(396)	(1,143)	(1,642)	(3,181)
Carrying value at December 31, 2024	10	176	359	545

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Other Information

Notes to the Company

financial statements

6.2. Leases

This note provides information for leases where the Company is a lessee.

i. Amounts recognized in the balance sheet

The balance sheet shows the following amounts relating to leases:

Right of use assets


Amounts in US$ ‘000	Buildings	Cars	Total
At cost	5,482	426	5,908
Amortization charges	(1,766)	(249)	(2,015)
Carrying value at January 1, 2023	3,716	177	3,893

Additions	—	38	38
Remeasurement	271	—	271
Divestments	—	(74)	(74)
Depreciation charges	(606)	(105)	(711)
Depreciation of divestment	—	74	74
Currency translation - cost	177	13	190
Currency translation - amortization	(67)	(8)	(75)
Movement 2023	(225)	(62)	(287)

At cost	5,930	403	6,333
Accumulated depreciation	(2,439)	(288)	(2,727)
Carrying value at December 31, 2023	3,491	115	3,606

Additions	—	338	338
Remeasurement	338	—	338
Divestment	(305)	(227)	(532)
Depreciation charges	(654)	(118)	(772)
Depreciation of divestment	186	227	413
Currency translation - cost	(353)	(29)	(382)
Currency translation - amortization	164	13	177
Movement 2024	(624)	204	(420)

At cost	5,610	485	6,095
Accumulated depreciation	(2,743)	(166)	(2,909)
Carrying value at December 31, 2024	2,867	319	3,186

Lease liabilities


Amounts in US$ ‘000	2024	2023
Current	674	695
Non-current	2,907	3,405
Balance at December 31	3,581	4,100

ii. Amounts recognized in the statement of income

The statement of income shows the following amounts relating to leases:


Amounts in US$ ‘000	2024	2023
Depreciation right of use buildings	(654)	(606)
Depreciation right of use cars	(118)	(105)
Interest expense (note 16)	(231)	(242)
Total expense right of use assets	(1,003)	(953)

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Sustainability (ESG)

Financial Statements

Other Information

Notes to the Company

financial statements

7. Income tax

The Company represents the head of the Dutch fiscal unity and the disclosures in this note relate to

the tax position of the entire Dutch fiscal unity.

Deferred income tax

The net balance of deferred tax assets and liabilities is specified as follows:


Amounts in US$ ‘000	2024	2023
Total deferred tax assets	18,165	20,149
Total deferred tax liabilities	(7,748)	(4,590)
Total net balance of deferred tax assets and liabilities	10,417	15,559

The significant components and annual movements of deferred income tax assets as of December 31,

2024, and January 1, 2024, are as follows:


Amounts in US$ ‘000	2024	2023
Deferred tax assets
Intangible assets	—	—
Other	45	595
Lease liabilities	6,215	7,044
Tax losses	11,905	12,510
Total deferred tax assets	18,165	20,149


Amounts in US$ ‘000	Intangible assets	Other	Lease liabilities	Tax losses	Total
At January 1, 2023	9,874	979	7,043	3,498	21,394
(Charged)/credited
- to profit or loss	(9,988)	—	(216)	8,731	(1,473)
- other movement	—	—	—	—	—
- to other comprehensive income	—	(406)	—	—	(406)
- currency translation	114	22	217	281	634
At December 31, 2023	—	595	7,044	12,510	20,149
(Charged)/credited
- to profit or loss	—	30	(429)	(399)	(798)
- other movement	—	—	—	—	—
- to other comprehensive income	—	(568)	—	540	(28)
- currency translation	—	(12)	(400)	(746)	(1,158)
At December 31, 2024	—	45	6,215	11,905	18,165

For more information on deferred taxes see note 9. Income tax to the consolidated financial

statements.

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Risk Management

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Financial Statements

Other Information

Notes to the Company

financial statements

The component and annual movement of deferred income tax liabilities as of December 31, 2024,

and January 1, 2024, are as follows:


Amounts in US$ ‘000	2024	2023
Deferred tax liabilities
Tangible fixed assets	(2,681)	(4,590)
Convertible bonds	(5,067)	—
Total deferred tax liabilities	(7,748)	(4,590)


Amounts in US$ ‘000	Tangible fixed assets	Convertible bonds	Total
At January 1, 2023	(5,813)	—	(5,813)
(Charged)/credited
- to profit or loss	1,378		1,378
- to other comprehensive income	—	—	—
- currency translation	(155)		(155)
At December 31, 2023	(4,590)	—	(4,590)
(Charged)/credited
- to profit or loss	1,709	(1,038)	671
- to other comprehensive income	—	(4,251)	(4,251)
- currency translation	200	222	422
At December 31, 2024	(2,681)	(5,067)	(7,748)

Income tax expenses

In 2024, the Company was liable to a tax expense of US$0.2 million.

8. Trade and other receivables


Amounts in US$ ‘000	2024	2023
Prepaid expenses	635	310
Value added tax	2,356	2,357
Other receivables	181	86
Taxes and Social Securities	615	1,258
Balance at December 31	3,787	4,011

Trade and other receivables at December 31, 2024, are substantially short-term in nature.

9. Marketable securities

The backgrounds of the Marketable securities have been provided in note 14. Marketable securities

of the consolidated financial statements.

10. Restricted cash, Cash and cash equivalents


Amounts in US$ ‘000	2024	2023
Restricted cash (non-current)	466	488
Cash and cash equivalents	2,244	3,893
Total restricted cash, cash and cash equivalents	2,710	4,381

The holding company Pharming Group N.V. has entered into a joint liability agreement with a bank

and other Group companies. Pursuant to this agreement, the entity at December 31, 2024, is jointly

liable for commitments relating to bank guarantees from other group companies for an aggregate

amount of US$0.5 million with a maturity of more than one year after the end of the reporting year.

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Financial Statements

Other Information

Notes to the Company

financial statements

11. Shareholders' equity

The Company's authorized share capital amounts to US$10.9 million (€10.6 million , exchange rate

(EUR:US$) equals 1:1.0350) and is divided into 1,056,000,000 ordinary shares with a nominal value of

€0.01 each. All 680,308,735 (€6.8 million) shares outstanding at December 31, 2024, have been fully

paid-up.

Movements in shareholders' equity for 2024 and 2023 were as follows:


Amounts in US$ ‘000	2024	2023
Balance at January 1	218,781	204,638
Net profit (loss)	(11,841)	(10,548)
Foreign currency translation	(11,901)	7,103
Total comprehensive income	(23,742)	(3,445)

Income tax benefit from excess tax deductions related to share-based payments	(66)	204
Share-based compensation	11,248	9,251
Options exercised	2,615	8,133
Conversion rights of convertible bonds	12,225	—
Total transactions with owners	26,022	17,588
Balance at December 31	221,061	218,781

For a detailed movement schedule of equity for the years 2024 and 2023, please refer to note 18.

Shareholders' equity of the consolidated financial statements.

12. Financial assets

Movements of the provision for investments for the years 2024 and 2023 were as follows:


Amounts in US$ ‘000	2024	2023
Balance at January 1	(91,881)	(64,361)
Reclassification to the provision for investments	—	10,414
Share in results of investments	(36,817)	(35,421)
Contributions to investments	207,274	—
Release of provision	(80,596)	—
Exchange rate effects	1,669	(2,513)
Balance at December 31	(351)	(91,881)

At year-end 2024 and 2023, the provision for subsidiaries was set off against intercompany receivable

balances in Pharming Group N.V.:


Amounts in US$ ‘000	2024	2023
Provision for investments	(351)	(91,881)
Investments in subsidiaries with positive equity	141,705	31,416
Receivable from group companies	17,552	262,601
Net financial assets	158,906	202,136

See note 2.3 Basis of consolidation for a list of direct subsidiaries of Pharming Group N.V.

The Company's direct investments are:


Entity	Registered office	Investment %
Pharming Americas B.V.	The Netherlands	100%
Pharming Intellectual Property B.V.	The Netherlands	100%
Pharming Technologies B.V.	The Netherlands	100%
Broekman Instituut B.V.	The Netherlands	100%
Pharming Healthcare, Inc.	The United States	100%
ProBio, Inc.	The United States	100%

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Other Information

Notes to the Company

financial statements

13. Convertible bonds

The backgrounds of the convertible bonds have been provided in note 19. Convertible bonds of the

consolidated financial statements.

14. Trade and other payables


Amounts in US$ ‘000	2024	2023
Accounts payable	1,030	830
Other payables	8,502	9,483
Balance at December 31	9,532	10,313

Trade and other payables at December 31, 2024, are short-term in nature.

15. Related party transactions

Related parties' disclosure relates mainly to transactions with group companies and the associate

company BioConnection Investments B.V. and with the key management of Pharming.

Related party transactions with group companies consist of recharged costs for US$63.1 million

(2023: US$62.0 million) and are recognized as revenues. These transactions take place in the ordinary

course of business and are at arm's length.

In 2024, Pharming Group N.V. did not engage in any transactions with BioConnection

Investments B.V.

All direct transactions with members of the Board of Directors have been disclosed in notes 23. Board

of Directors and of the consolidated financial statements.

16. Other finance income and expenses


Amounts in US$ ‘000	2024	2023
Interest income	4,345	3,231
Intercompany interest, net	7,355	5,430
Foreign currency results	58	(423)
Interest on convertible bonds	(7,699)	(4,876)
Fees and expenses on repayment and issuance convertible bonds	(1,151)	—
Interest leases	(231)	(242)
Other finance expenses	(2)	(130)
Total other finance income and expenses	2,675	2,990

17. Commitments and contingencies

The backgrounds of the commitments and contingencies have been provided in note 25.

Commitments and contingencies of the consolidated financial statements. Of these, the leniolisib

milestone commitments relate to Pharming Group N.V.

The Company has issued declarations of joint and several liabilities for debts arising from the

actions of Dutch consolidated participating interests, as described in article 2:403 of the Netherlands

Civil Code.


Other information
Appropriation of result	170
Independent auditor's report	171
About Pharming	177
Glossary	191
References	194

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Appropriation of result

Article 21.1 of the articles of association reads as follows: 'the Board of Directors shall annually

determine the amount of the distributable profit – the surplus on the profit and loss account –

to be reserved'.

The Board of Directors proposes to forward the net loss for the year 2024 of US$11.8 million

to the accumulated deficit.

Leiden, April 2, 2025

The Board of Directors

Fabrice Chouraqui – Executive member of the Board of Directors, President and

Chief Executive Officer

The original copy has been signed by the Board of Directors.

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Independent

auditor's report

Independent auditor's report

To: The shareholders and the Board of Directors of Pharming Group N.V.

REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS 2024 INCLUDED IN THE ANNUAL REPORT

Our opinion

We have audited the financial statements 2024 of Pharming Group N.V., based in Leiden.

The financial statements comprise the consolidated and company financial statements.

In our opinion:

• The accompanying consolidated financial statements give a true and fair view of the financial

position of Pharming Group N.V. as at December 31, 2024, and of its result and its cash flows for

2024 in accordance with International Financial Reporting Standards as adopted by the European

Union (EU-IFRS) and with Part 9 of Book 2 of the Dutch Civil Code.

• The accompanying company financial statements give a true and fair view of the financial position

of Pharming Group N.V. as at December 31, 2024, and of its result for 2024 in accordance with

Part 9 of Book 2 of the Dutch Civil Code.

The consolidated financial statements comprise:

1. The consolidated statement of financial position as at December 31, 2024.

2. The following statements for 2024: the consolidated income statement, the consolidated

statements of comprehensive income, changes in equity and cash flows.

3. The notes comprising material accounting policy information and other explanatory information.

The company financial statements comprise:

1. The company balance sheet as at December 31, 2024.

2. The company profit and loss account for 2024.

3. The notes comprising a summary of the accounting policies and other explanatory information.

Basis for our opinion

We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing.

Our responsibilities under those standards are further described in the 'Our responsibilities for the

audit of the financial statements' section of our report.

We are independent of Pharming Group N.V. in accordance with the EU Regulation on specific

requirements regarding statutory audit of public-interest entities, the Wet toezicht

accountantsorganisaties (Wta, Audit firms supervision act), the Verordening inzake de

onafhankelijkheid van accountants bij assurance-opdrachten (ViO, Code of Ethics for Professional

Accountants, a regulation with respect to independence) and other relevant independence

regulations in the Netherlands. Furthermore, we have complied with the Verordening gedrags- en

beroepsregels accountants (VGBA, Dutch Code of Ethics for Professional Accountants).

We believe the audit evidence we have obtained is sufficient and appropriate to provide a basis for

our opinion.

Information in support of our opinion

We designed our audit procedures in the context of our audit of the financial statements as a whole

and in forming our opinion thereon. The following information in support of our opinion was

addressed in this context, and we do not provide a separate opinion or conclusion on these matters.

Materiality

Based on our professional judgment we determined the materiality for the financial statements as a

whole at US$ 3.8 million. The materiality is based on 1.3% of revenue from continuing operations.

We have also taken into account misstatements and/or possible misstatements that in our opinion

are material for the users of the financial statements for qualitative reasons.

We agreed with the Board of Directors that misstatements in excess of US$ 189 thousand, which are

identified during the audit, would be reported to them, as well as smaller misstatements that in our

view must be reported on qualitative grounds.

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auditor's report

Scope of the group audit

Pharming Group N.V. is at the head of a group of components. The financial information of this group

is included in the financial statements of Pharming Group N.V.

Based on our risk assessment, we determined the nature, timing and extent of audit procedures to be

performed including determining the components at which to perform audit procedures.

In establishing the overall group audit strategy and plan, we determined the type of work that

needed to be performed at the components. All audit procedures on both group and component

level were performed by the group engagement team and we did not make use of component

auditors.

Our group audit mainly focused on the components in the Netherlands and the United States as they

represent the vast majority of the group's activities. In addition, we performed analytical procedures

with regards to the portion of significant account balances included in other components that were

not selected for testing to ensure that we obtained sufficient and appropriate audit evidence on a

consolidated level.

By performing the procedures mentioned above at components, together with additional procedures

at group level, we have been able to obtain sufficient and appropriate audit evidence about the

group's financial information to provide an opinion on the financial statements.

Audit approach fraud risks

We identified and assessed the risks of material misstatements of the financial statements due to

fraud. During our audit we obtained an understanding of the company and its environment and the

components of the system of internal control, including the risk assessment process and

management's process for responding to the risks of fraud and monitoring the system of internal

control and how the Board of Directors exercises oversight, as well as the outcomes. We evaluated

Pharming’s fraud risk assessment and made inquiries with the Board of Directors, those charged with

governance and others within the group. We evaluated several fraud risk factors to consider whether

those factors indicate a risk of material misstatement due to fraud. We involved our forensic

specialists in our risk assessment and in determining the audit response.

We evaluated the design and relevant aspects of the system of internal control and in particular the

fraud risk assessment, as well as, among others, the code of conduct, whistle blower procedures and

incident registration. We evaluated the design and the implementation and, where considered

appropriate, tested the operating effectiveness, of internal controls designed to mitigate fraud risks.

As part of our process of identifying fraud risks, we evaluated fraud risk factors with respect to

financial reporting fraud, misappropriation of assets and bribery and corruption in close co-operation

with our forensic specialists. We evaluated whether these factors indicate that a risk of material

misstatement due to fraud is present.

We identified the following fraud risks and performed the following specific procedures:

• We identified a risk of material misstatement due to fraud related to revenue recognition related

to the estimate of the U.S. revenue rebate accrual mainly consisting out of U.S. Medicaid.

Refer to 'Our key audit matters' for our procedures performed.

• Furthermore, we identified a risk of material misstatement due to fraud related to management

override of controls. Management is in a unique position to perpetrate fraud because of

management's ability to manipulate accounting records and prepare fraudulent financial

statements by overriding controls that otherwise appear to be operating effectively.

We incorporated elements of unpredictability in our audit. We also considered the outcome of our

other audit procedures and evaluated whether any findings were indicative of fraud or non-

compliance.

We considered available information and made enquiries of relevant executives, directors (including

internal audit and legal counsel) and the Board of Directors.

We tested the appropriateness of journal entries recorded in the general ledger and other

adjustments made in the preparation of the financial statements.

We evaluated whether the selection and application of accounting policies by the group, particularly

those related to subjective measurements and complex transactions, may be indicative of fraudulent

financial reporting.

We evaluated whether the judgments and decisions made by management in making the accounting

estimates included in the financial statements indicate a possible bias that may represent a risk of

material misstatement due to fraud. Management insights, estimates and assumptions that might

have a major impact on the financial statements are disclosed in note 2.5 “Material accounting

judgements and estimates” of the financial statements. We performed a retrospective review of

management judgments and assumptions related to significant accounting estimates reflected in

prior year financial statements. The evaluation of the U.S. revenue rebate related liability is a

significant area to our audit as the determination of the rebate accrual is subject to significant

management judgment. To evaluate the reasonableness of management's estimates and

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auditor's report

assumptions required a high degree of auditor judgment and an increased extent of effort. Reference

is made to the section “Our key audit matters”.

For significant transactions we evaluated whether the business rationale of the transactions suggests

that they may have been entered into to engage in fraudulent financial reporting or to conceal

misappropriation of assets. This all did not lead to indications for fraud potentially resulting in

material misstatements.

Audit approach compliance with laws and regulations

We assessed the laws and regulations relevant to the company through discussion with the Board of

Directors, legal counsel and reading minutes and reports of internal audit. We involved our forensic

specialists in this evaluation.

As a result of our risk assessment procedures, and while realizing that the effects from non-

compliance could considerably vary, we considered the following laws and regulations: (corporate)

tax law, the requirements under the International Financial Reporting Standards as adopted by the

European Union (EU-IFRS) and Part 9 of Book 2 of the Dutch Civil Code with a direct effect on the

financial statements as an integrated part of our audit procedures, to the extent material for the

financial statements.

We obtained sufficient appropriate audit evidence regarding provisions of those laws and regulations

generally recognized to have a direct effect on the financial statements. Apart from these, Pharming

Group N.V. is subject to other laws and regulations where the consequences of non-compliance could

have a material effect on amounts and/or disclosures in the financial statements, for instance,

through imposing fines or litigation.

Given the nature of Pharming Group N.V.'s business and the complexity of FDA and other healthcare

authority regulation, there is a risk of non-compliance with the requirements of such laws and

regulations. In addition, we considered major laws and regulations applicable to listed companies.

Our procedures are more limited with respect to these laws and regulations that do not have a direct

effect on the determination of the amounts and disclosures in the financial statements. Compliance

with these laws and regulations may be fundamental to the operating aspects of the business, to

Pharming Group N.V.'s ability to continue its business, or to avoid material penalties (e.g., compliance

with the terms of operating licenses and permits or compliance with environmental regulations) and

therefore non-compliance with such laws and regulations may have a material effect on the financial

statements. Our responsibility is limited to undertaking specified audit procedures to help identify

non-compliance with those laws and regulations that may have a material effect on the financial

statements. Our procedures are limited to (i) inquiry of management, the Board of Directors and

others within Pharming Group N.V. as to whether Pharming Group N.V. is in compliance with such

laws and regulations and (ii) inspecting correspondence, if any, with the relevant licensing or

regulatory authorities to help identify non-compliance with those laws and regulations that may have

a material effect on the financial statements. Naturally, we remained

alert to indications of (suspected) non-compliance throughout the audit.

Finally, we obtained written representations that all known instances of (suspected) fraud or non-

compliance with laws and regulations have been disclosed to us.

Audit approach going concern

We are responsible for obtaining reasonable assurance that the group is able to continue as a going

concern. Management is responsible to assess the group's ability to continue as a going concern and

disclosing in the financial statements any events or circumstances that may cast significant doubt on

the group's ability to continue as a going concern.

As explained in the note 3. “Going concern assessment” and note 26 “Financial risk management ”,

management has prepared the financial statements of Pharming Group N.V. based on the going

concern assumption. No events or circumstances have been identified which cause significant doubt

about the entity's ability to continue its operations (going concern risks). Our procedures to evaluate

the going concern assessment of management include:

• Consider whether management's assessment of going concern contains all relevant information of

which we are aware as a result of our audit and review of the other information. In addition, we

inquired with management about the key assumptions underlying the going concern assessment.

• Inquiry with management regarding their knowledge of events and/or circumstances beyond the

period of management's assessment.

• We reconciled the cash and cash equivalents position as used in the going concern assessment to

the audited position at December 31, 2024.

• We evaluated managements' financial forecasts and analysis prepared for a period of at least 12-

months from the date of preparation of the financial statements. This included consideration of

the reasonableness of key underlying assumptions by evaluating historically realized and future

expected operating and capital expenditure as well as evaluating mathematical accuracy of the

assessment.

• We evaluated the adequacy of disclosures made in the financial statements in respect of going

concern.

Our audit procedures did not produce results that were inconsistent with management's assumptions

and judgments in applying the going concern assumption.

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Our key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in

our audit of the financial statements. We have communicated the key audit matters to the Board of

Directors.

The key audit matters are not a comprehensive reflection of all matters discussed.

Key audit matter

Trade and other payables — U.S. Revenue Rebate Accruals

Description

As of December 31, 2024, the Company recognized U.S. revenue rebate accruals. The sales in the

United States are subject to rebates relating directly to customers or to ultimate reimbursement

claims from government or insurance payers, mainly consisting of U.S. Medicaid ("U.S. revenue

rebate accruals"). These are accounted for on an estimated basis.

The U.S. revenue rebate accrual involves the use of significant assumptions and judgments in its

calculation. These significant assumptions and judgments include historical claims experience,

unbilled claims, and claims submission time lags. Given the complexity of this estimate, together with

the limited amount of historical data available and judgments necessary to develop this estimate, and

the internal control over financial reporting deficiencies identified, auditing this estimate required

both extensive audit effort and a high degree of auditor judgment when performing auditing

procedures and evaluating the results of those procedures, and therefore we identified the U.S.

revenue rebate accruals as a key audit matter.

The company's disclosures concerning these estimates are included in notes 2.4, 2.5, 5 and 21 to the

consolidated financial statements.

How the key audit matter was addressed in the audit

Our audit procedures related to the assumptions and judgments made by management in estimating

the U.S. revenue rebate accruals included the following, amongst others:

• We evaluated the appropriateness and consistency of the Company's method, data, and

assumptions used to calculate the U.S. revenue rebate accruals.

• We tested the mathematical accuracy of the U.S. revenue rebate accruals calculation.

• We tested significant assumptions and key inputs used to calculate the U.S. revenue rebate

accruals, namely, testing rebate claims received during the financial year against source

documentation and assessing the reasonableness of the Board of Directors' forecast by comparing

to historical claims.

• We evaluated the Company's ability to estimate U.S. revenue rebate accruals accurately by

comparing actual claims received during the current year to historical estimates.

Our observations

Our procedures did not result in any reportable material matters.

REPORT ON THE OTHER INFORMATION INCLUDED IN THE ANNUAL REPORT

The annual report contains other information, in addition to the financial statements and our

auditor's report thereon. The other information consists of:

• The director's report including, amongst others, the report of the Remuneration Committee.

• Other information as required by Part 9 of Book 2 of the Dutch Civil Code.

Based on the following procedures performed, we conclude that the other information:

• Is consistent with the financial statements and does not contain material misstatements.

• Contains all the information regarding the management report and the other information as

required by Part 9 of Book 2 of the Dutch Civil Code.

We have read the other information. Based on our knowledge and understanding obtained through

our audit of the financial statements or otherwise, we have considered whether the other

information contains material misstatements.

By performing these procedures, we comply with the requirements of Part 9 of Book 2 of the Dutch

Civil Code and the Dutch Standard 720. The scope of the procedures performed is substantially less

than the scope of those performed in our audit of the financial statements.

The board is responsible for the preparation of the other information, including the directors' report

in accordance with Part 9 of Book 2 of the Dutch Civil Code.

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auditor's report

REPORT ON OTHER LEGAL and REGULATORY REQUIREMENTS and ESEF

Engagement

We were engaged by a resolution at the Annual General Meeting of Shareholders as auditor of

Pharming Group N.V. on May 22, 2019, as of the audit for the year 2019 and have operated as

statutory auditor ever since that financial year.

No prohibited non-audit services

We have not provided prohibited non-audit services as referred to in Article 5(1) of the EU Regulation

on specific requirements regarding statutory audit of public-interest entities.

European Single Electronic Format (ESEF)

Pharming Group N.V. has prepared its annual report in ESEF. The requirements for this are set out in

the Delegated Regulation (EU) 2019/815 with regard to regulatory technical standards on the

specification of a single electronic reporting format (hereinafter: the RTS on ESEF).

In our opinion, the annual report, prepared in XHTML format, including the (partly) marked-up

consolidated financial statements, as included in the reporting package by Pharming Group N.V.

complies in all material respects with the RTS on ESEF.

Management is responsible for preparing the annual report including the financial statements in

accordance with the RTS on ESEF, whereby management combines the various components into one

single reporting package.

Our responsibility is to obtain reasonable assurance for our opinion whether the annual report in this

reporting package complies with the RTS on ESEF.

We performed our examination in accordance with Dutch law, including Dutch Standard 3950N

'Assurance-opdrachten inzake het voldoen aan de criteria voor het opstellen van een digitaal

verantwoordingsdocument' (assurance engagements relating to compliance with criteria for digital

reporting).

Our examination included amongst others:

• Obtaining an understanding of the company's financial reporting process, including the

preparation of the reporting package.

• Identifying and assessing the risks that the annual report does not comply in all material respects

with the RTS on ESEF and designing and performing further assurance procedures responsive to

those risks to provide a basis for our opinion, including:

- obtaining the reporting package and performing validations to determine whether the reporting

package containing the Inline XBRL instance and the XBRL extension taxonomy files has been

prepared in accordance with the technical specifications as included in the RTS on ESEF;

- examining the information related to the consolidated financial statements in the reporting

package to determine whether all required mark-ups have been applied and whether these are in

accordance with the RTS on ESEF.

DESCRIPTION OF RESPONSIBILITIES REGARDING THE FINANCIAL STATEMENTS

Responsibilities of the Board of Directors for the financial statements

The Board of Directors is responsible for the preparation and fair presentation of the financial

statements in accordance with EU-IFRS and Part 9 of Book 2 of the Dutch Civil Code. Furthermore, the

Board of Directors is responsible for such internal control as the board determines is necessary to

enable the preparation of the financial statements that are free from material misstatement, whether

due to fraud or error.

As part of the preparation of the financial statements, the Board of Directors is responsible for

assessing the company's ability to continue as a going concern. Based on the financial reporting

frameworks mentioned, the board should prepare the financial statements using the going concern

basis of accounting unless the Board of Directors either intends to liquidate the company or to cease

operations, or has no realistic alternative but to do so.

The Board of Directors should disclose events and circumstances that may cast significant doubt on

the company's ability to continue as a going concern in the financial statements.

The non-executive directors from the Board of Directors are responsible for overseeing the

company's financial reporting process.

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Our responsibilities for the audit of the financial statements

Our objective is to plan and perform the audit engagement in a manner that allows us to obtain

sufficient appropriate audit evidence for our opinion.

Our audit has been performed with a high, but not absolute, level of assurance, which means we may

not detect all material misstatements, whether due to fraud or error, during our audit.

Misstatements can arise from fraud or error and are considered material if, individually or in the

aggregate, they could reasonably be expected to influence the economic decisions of users taken on

the basis of these financial statements. The materiality affects the nature, timing and extent of our

audit procedures and the evaluation of the effect of identified misstatements on our opinion.

We have exercised professional judgment and have maintained professional scepticism throughout

the audit, in accordance with Dutch Standards on Auditing, ethical requirements and independence

requirements. Our audit included among others:

• Identifying and assessing the risks of material misstatement of the financial statements, whether

due to fraud or error, designing and performing audit procedures responsive to those risks, and

obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion. The

risk of not detecting a material misstatement resulting from fraud is higher than for one resulting

from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or

the override of internal control.

• Obtaining an understanding of internal control relevant to the audit in order to design audit

procedures that are appropriate in the circumstances, but not for the purpose of expressing an

opinion on the effectiveness of the company's internal control.

• Evaluating the appropriateness of accounting policies used and the reasonableness of accounting

estimates and related disclosures made by the board.

• Concluding on the appropriateness of the board's use of the going concern basis of accounting,

and based on the audit evidence obtained, whether a material uncertainty exists related to events

or conditions that may cast significant doubt on the company's ability to continue as a going

concern. If we conclude that a material uncertainty exists, we are required to draw attention in

our auditor's report to the related disclosures in the financial statements or, if such disclosures are

inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up

to the date of our auditor's report. However, future events or conditions may cause the company

to cease to continue as a going concern.

• Evaluating the overall presentation, structure and content of the financial statements, including

the disclosures.

• Evaluating whether the financial statements represent the underlying transactions and events in a

manner that achieves fair presentation.

We are responsible for planning and performing the group audit to obtain sufficient appropriate audit

evidence regarding the financial information of the entities or business units within the group as a

basis for forming an opinion on the financial statements. We are also responsible for the direction,

supervision and review of the audit work performed for purposes of the group audit. We bear full

responsibility for the auditor's report.

We communicate with the non-executive directors from the Board of Directors regarding, among

other matters, the planned scope and timing of the audit and significant audit findings, including

any significant findings in internal control that we identified during our audit. In this respect we also

submit an additional report to the audit committee in accordance with Article 11 of the EU Regulation

on specific requirements regarding statutory audit of public-interest entities. The information

included in this additional report is consistent with our audit opinion in this auditor's report.

We provide the Board of Directors with a statement that we have complied with relevant ethical

requirements regarding independence, and to communicate with them all relationships and other

matters that may reasonably be thought to bear on our independence, and where applicable, related

safeguards.

From the matters communicated with the Board of Directors, we determine the key audit matters:

those matters that were of most significance in the audit of the financial statements. We describe

these matters in our auditor's report unless law or regulation precludes public disclosure about the

matter or when, in extremely rare circumstances, not communicating the matter is in the public

interest.

Eindhoven, 2 April 2025

Deloitte Accountants B.V.

A.J.M. Zwama-Bombeeck

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About Pharming

Pharming is a global biopharmaceutical company dedicated to

transforming the lives of patients with rare, debilitating, and life-

threatening diseases. We are commercializing and developing a

portfolio of innovative medicines, including small molecules and

biologics, to serve the unserved rare disease patient.

Our commitment to the rare disease community requires us to

be a sustainable partner for all stakeholder groups including but

not limited to patients, employees, healthcare professionals,

third-party suppliers and partners, our shareholders, and the

wider society.

We are headquartered in Leiden, the Netherlands, with our U.S.

headquarters located in Warren, New Jersey. We are dually listed

on the Euronext Amsterdam (PHARM) and Nasdaq Global Select

(PHAR) exchanges.

Business overview

Our first commercialized product, RUCONEST®, is the first and

only recombinant C1 esterase inhibitor, or rhC1INH, protein

replacement therapy. It is approved for the treatment of acute

attacks in adult and adolescent patients with hereditary

angioedema, or HAE.

RUCONEST® is commercialized in the United States, the European

Economic Area, and the United Kingdom through our own sales

and marketing organization, and in the rest of the world through

our distribution network.

Our second commercialized product, Joenja®(leniolisib), is a

small molecule kinase inhibitor that was in-licensed from

Novartis in 2019.

Joenja® is approved in the United States, United Kingdom,

Australia and Israel, for the treatment of activated

phosphoinositide 3-kinase delta, or PI3Kδ, syndrome, or APDS, a

primary immunodeficiency, or PID, in adult and pediatric patients

12 years of age and older. Joenja® is commercialized in the United

States through our own sales and marketing organization.

We have filed for regulatory approval of leniolisib for APDS in

additional key markets and have ongoing clinical trials to support

regulatory filings for approval in Japan and for pediatric label

expansion.

We are also developing leniolisib in additional PIDs, which affect

significantly more patients than APDS, for which we have initiated

two Phase II studies.

The first of these studies is focused specifically on genetically

identifiable PIDs with immune dysregulation linked to altered

PI3Kδ signaling. This study includes ALPS-FAS, CTLA4

haploinsufficiency, NFKB1 haploinsufficiency and PTEN deficiency,

among others.

The second is a broader Phase II study for common variable

immunodeficiency, or CVID, with immune dysregulation identified

independently of genetics. These PID populations represent a

significantly larger market opportunity than APDS alone, with the

broader CVID with immune dysregulation patient population

including most of the narrower genetically identified PIDs with

immune dysregulation linked to altered PI3Kẟ signaling

population.

We completed the acquisition of Abliva AB in March 2025,

strengthening our late-stage pipeline with the addition of KL1333.

KL1333 is a potential first-in-disease asset for mitochondrial DNA-

driven primary mitochondrial diseases, being studied in a pivotal

clinical trial with a positive interim analysis achieved.

We continue to pursue a strategy focused on the value-accretive

opportunities to grow our portfolio and pipeline in rare diseases.

The following chart summarizes the status of our commercialized

product and development program portfolio:

Pharming New Pipeline image April 2025.jpg

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Our markets

RUCONEST® - HAE Market

The value of the combined global acute and prophylactic market

in 2024 for hereditary angioedema, or HAE, medications is,

according to Global Data, approximately $3.3 billion per annum.

Joenja® (leniolisib) - APDS Market

Discovered in 2013, activated phosphoinositide 3-kinase delta,

or PI3Kδ, syndrome, or APDS, is a rare, genetic condition which

affects approximately 1.5 people per million globally, according

to literature.3,6

United States (U.S.)

We market and distribute RUCONEST® directly through our in-

house commercial organization based in the U.S. The U.S. market

has evolved with 75% of patients now using a prophylactic

therapy, up from 30% in 2018. Many patients on prophylactic

therapy will experience breakthrough attacks which will require

an acute medication like RUCONEST®.

As of December 31, 2023, RUCONEST® was the second most

prescribed acute treatment, after icatibant, and serves patients

across the frequency and severity of attacks spectrum.

Joenja®, the first and only approved treatment for APDS, received

FDA approval for patients 12 years of age and older on March 24,

2023. We market Joenja® directly in the U.S.

European Economic Area (EEA) and United Kingdom (U.K.)

In January 2020, we reacquired the commercial rights to

distribute RUCONEST® in Europe from Swedish Orphan Biovitrum

AB, or SOBI. The European HAE market is highly competitive,

especially with the launch of generic icatibant.

While offering broader patient choice, it impacts the uptake of

RUCONEST® in Europe. Nevertheless, the efficacy and reliability

of RUCONEST® in both therapeutic effect and supply is leading to

greater adoption by national medicines agencies and important

clinics across the region.

Joenja® (leniolisib) is currently under regulatory review with the

European Medicines Agency, or EMA.

On September 25, 2024, the U.K. Medicines and Healthcare

products Regulatory Agency, or MHRA, granted marketing

authorization for Joenja® (leniolisib) for the treatment of APDS

in adult and adolescent patients 12 years of age and older.

On March 13, 2025, the National Institute for Health and Care

Excellence, or NICE, published positive final draft guidance

recommending Joenja® (leniolisib) for reimbursement and use

within the National Health Service, or NHS, in England and Wales.

Middle East & North Africa (MENA)

We create access to RUCONEST® in the Middle East and North

Africa, or MENA, through a mixture of direct sales and marketing,

local partnerships, commercial partners and the ongoing

utilization of the HAEi GAP program in certain territories.

In Israel, our existing partner Kamada has consolidated its

RUCONEST® activities. In addition, in 2021 we entered into an

exclusive license agreement with Newbridge Pharmaceuticals for

the distribution of RUCONEST® in the MENA. On April 30, 2024,

the Israeli Ministry of Health granted Marketing Authorization for

Joenja® (leniolisib) for the treatment of APDS in adult and

pediatric patients 12 years of age and older.

We have an agreement with Kamada Ltd., an Israel-based

commercial stage global biopharmaceutical company with a

portfolio of marketed products for rare and serious conditions

focused on diseases of limited treatment alternatives, to

commercialize Joenja® in Israel. Reimbursement negotiations

for leniolisib with the Ministry of Health in Israel are ongoing.

China

We have granted the China State Institute of Pharmaceutical

Industry, or CSIPI, an exclusive license to commercialize rhC1INH

in China and the CSIPI is collaborating with the Chengdu Institute

of Biological Products, or CDIBP. On December 15, 2023, the

CDIBP announced that it received the clinical trial permit from the

Center for Drug Evaluation of the National Medical Product

Administration for the clinical development of rhC1INH in China.

We may receive certain regulatory and manufacturing-associated

milestones, and we are eligible to receive low to mid-single digit

royalties from sales in China by the CSIPI, affiliates of the CSIPI

and sublicensees of the CSIPI.

Other markets

RUCONEST® continues to be commercialized in Colombia, Costa

Rica, the Dominican Republic and Panama through our partner,

Cytobioteck. RUCONEST® is also available globally through the

HAEi Global Access Program, or HAEi GAP, for patients who

need it.

Market expansion - leniolisib

Our strategy is to make leniolisib available for APDS patients in

key markets globally. We intend to market leniolisib directly

in the U.K., Japan, Germany, France, Italy, Spain, Canada and

Australia, and are building the necessary commercial capabilities.

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Commercial products

RUCONEST® for treatment of hereditary angioedema (HAE)

Our lead product, RUCONEST® is the first and only recombinant

C1 inhibitor protein replacement therapy that is approved for the

treatment of acute attacks in adult and adolescent patients with

HAE.

HAE is a serious, debilitating, and potentially life-threatening

disease. HAE is a rare genetic condition that occurs in between

approximately 1 in 10,000 and 1 in 50,000 people worldwide.12

In its most common forms, HAE is caused by a functional

deficiency of a plasma protein called C1-inhibitor, or C1INH.

The patients' C1INH deficiency leads to the uncontrolled

activation of the complement cascade, resulting in the over-

production of some mediators, leading to the leaking of fluid from

blood vessels to the tissue space. The most common symptoms of

an HAE attack are caused by overproduction of the bradykinin

initiator protein, kallikrein, and thus excessive leakage of fluid

into tissue spaces (edema or swelling). Patients may suffer bouts

of excruciating abdominal pain, nausea and vomiting that is

exacerbated by swelling in the intestinal wall. Airway, or

laryngeal, swelling is particularly dangerous and can lead to death

by asphyxiation. Untreated, attacks can last for several days.

The approach to treatment has been initially focused on replacing

the missing protein with exogenous C1INH, either collected from

pooled plasma or derived recombinantly. More recently, with

greater understanding of the pathogenesis, treatments have been

developed to block the patients' contact system.

RUCONEST® has been shown to normalize C1INH activity levels

and has been shown to be clinically relevant in HAE attack

treatment. The standard posology for the treatment of HAE

attacks is 50 units per kilogram of the reconstituted product.

RUCONEST® is administered through a slow intravenous, or IV,

injection over approximately five minutes. One vial contains 2100

U of lyophilized product to be reconstituted with 14ml of water

for injection.

RUCONEST® irreversibly binds to several target molecules,

including, importantly the coagulation factor FXII and the

protease kallikrein, which (when unbound) cleaves a plasma

protein into bradykinin and other products. By binding to and

chemically deactivating these molecules, RUCONEST® stops the

production of bradykinin and all other mediators and thereby

stops the HAE attack.

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The figure to the right demonstrates the importance of C1INH on

multiple inflammatory cascades, and its significance for HAE.

Adapted from a clinical cascade developed in partnership with

Dr. Allen Kaplan. This is a current scientific understanding of the

cascades. Clinical implications are unknown.

Market access

We currently market RUCONEST® in the United States, the United

Kingdom and the European Economic Area through our own sales

force. We have various access programs designed to ensure that

physicians can request RUCONEST® on behalf of individual

patients, who meet the eligibility criteria and receive local health

authority approval, in certain countries where RUCONEST® is not

commercially available. For additional information on partner

distribution networks please see Our markets. section of this

Annual Report.

Patent protection

RUCONEST® has patent protection in the U.S. and EU until

October 7, 2026, as well as biologics reference product exclusivity

in the United States expiring July 16, 2026.

Competition

In the core U.S. market for RUCONEST®, there are four approved

therapies to treat acute HAE attacks and an additional four

therapies for attack prevention. These therapies have

transformed the lives of HAE patients. The early years of

treatment focused on limiting the consequences of attacks, and

very few patients used prophylactic medications. With the

improvement of prophylactic therapy, many patients now use this

and have had significant benefit.

Nevertheless, patients taking prophylactic medications still

experience breakthrough attacks and immediate access to an

acute treatment medication is required and recommended in all

HAE treatment guidelines.

With two of the prophylactic medications (HAEGARDA® and

TAKHZYRO®), published data from randomized-controlled

studies13 indicate that approximately 50% of patients still had

breakthrough attacks. Likewise, with the oral prophylactic

medication ORLADEYO®, 90% of patients had breakthrough

attacks in a randomized-controlled clinical trial. Lastly, many

patients need to re-dose acute therapies that do not address the

underlying C1INH deficiency.

In addition to the approved therapies to treat acute HAE attacks

and to prevent attacks, there are several development stage

candidates expected to receive approval in the U.S.

RUCONEST®, a recombinant C1 esterase inhibitor that blocks

production of bradykinin, is an option for patients who continue

to experience breakthrough attacks while on prophylaxis or for

patients who need to re-dose other acute therapies due to

relapse of their attacks. As RUCONEST® is intravenously delivered

it is immediately and completely bioavailable to stop the

progression of an HAE attack.

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Joenja® (leniolisib) for the treatment of activated

phosphoinositide 3-kinase delta (PI3Kẟ) syndrome (APDS)

Discovered in 2013, APDS is a rare, genetic condition which

affects approximately 1.5 people per million globally, according to

literature.3,6 It is a clinically heterogenous disease that can lead to

end-organ damage and early mortality. APDS is a progressive

primary immunodeficiency and regulatory disorder characterized

by severe, recurrent sinopulmonary infections; persistent, severe,

or recurrent herpes virus infections, particularly Epstein-Barr

virus, or EBV, and Cytomegalovirus, or CMV; lymphadenopathy,

hepatomegaly, splenomegaly, and/or nodular lymphoid

hyperplasia; autoimmune cytopenias; enteropathy;

bronchiectasis; possible malignancy, especially lymphoma; and

dysregulated B and T cell function.

Although awareness of APDS has increased since its discovery in

2013, the disease may still be misdiagnosed in patients not seen

by a specialist. Increased education among physicians is needed

to aid early diagnosis and accurate treatment. Diagnostic delay

may lead to an accumulation of damage over time, including

bronchiectasis. APDS patients also have a significant risk of

developing lymphoma due to the unchecked lymphoproliferation.

Management of APDS frequently includes treatment such as

prophylactic antibiotics, immunoglobulin replacement,

immunosuppression, chemotherapy for lymphoma, or stem cell

transplantation. Many of these drugs can cause serious side

effects and transplant comes with a significant risk of morbidity

and mortality.14 Patients with APDS have been reported to

experience early mortality with their survival probability being up

to 28% lower than the global population.15 Lymphoma has been

reported to be the leading cause of death in patients with APDS

(24%), followed by infections (17%).16

Joenja® (leniolisib)

Joenja® (leniolisib) is an oral small molecule PI3Kẟ inhibitor

approved in the United States, United Kingdom, Australia and

Israel, as the first and only targeted treatment indicated for APDS

in adult and pediatric patients 12 years of age and older.

Joenja® inhibits the production of phosphatidylinositol-3-4-5-

trisphosphate, which serves as an important cellular messenger

and regulates a multitude of cell functions such as proliferation,

differentiation, cytokine production, cell survival, angiogenesis,

metabolism and cell migration or trafficking.

Results from a randomized, placebo-controlled Phase II/III clinical

trial showed Joenja® to be clinically efficacious in both co-primary

endpoints of the study. Joenja® demonstrated statistically

significant impact on immune dysregulation and normalization of

immunophenotype in the APDS patients that were enrolled. Data

from the APDS open-label extension study also supports the

safety and tolerability of long-term leniolisib administration.17,18

We have filed for regulatory approval in additional key markets

for APDS patients 12 years of age and older. Leniolisib is also

being evaluated in two Phase III clinical trials in children with

APDS. For one of these trials, we announced positive top line

results which are consistent with the improvements seen in the

randomized controlled trial. A Phase III clinical trial is also ongoing

in Japan in adult and pediatric patients 12 years of age and older

with APDS.

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Clinical studies7,17,18,19

In partnership with Novartis, we assessed the efficacy and safety

of leniolisib in patients with APDS in a Phase II/III potentially

registration enabling study. The study was composed of two

sequential parts. The first part included six patients in an open-

label dose escalation study designed to assess the safety,

tolerability, pharmacodynamics and pharmacokinetics of

leniolisib. The first part of the study showed that oral leniolisib led

to a dose-dependent reduction in PI3K/AKT pathway activity

assessed ex-vivo and improved immune dysregulation.

We observed normalization of circulating transitional and naive B-

cells, reduction in PD-11CD41 and senescent CD571CD42 T cells

and decreases in elevated serum immunoglobulin M and

inflammatory markers including interferon g, tumor necrosis

factor, CXCL13, and CXCL10. After 12 weeks of treatment, all

patients showed amelioration of lymphoproliferation with lymph

node sizes and spleen volumes reduced by 39% (mean; range,

26%-57%) and 40% (mean; range, 13%-65%), respectively.

Leniolisib was well tolerated and improved laboratory and clinical

parameters in APDS, supporting the specific inhibition of PI3Kδ as

a potential therapy in APDS and other diseases characterized by

over-activation of the PI3Kδ pathway.19

The second part was a randomized, blinded, placebo-controlled

study, which enrolled 31 patients with APDS who were 12 years

of age or older. Patients were randomized 2:1 to receive either

leniolisib 70mg twice daily or placebo for 12 weeks. Following

this, patients were permitted to roll over to an open-label

extension study to evaluate long-term safety, tolerability, and

efficacy of leniolisib. Primary outcome measures were differences

from baseline in lymph node size and in percentage of naïve B

cells in peripheral blood, assessed as proxies for immune

dysregulation and deficiency.18

The primary efficacy results demonstrated clinical efficacy of

leniolisib over placebo with a statistically significant reduction

in the size of the lymph nodes (p=0.0006) and normalization

of immune dysfunction, as evidenced by increased proportion

of naïve B cells (p=0.0002). Key secondary evaluations were

supportive, including patient and physician global assessment

tools which showed increased well-being and less disease activity,

respectively, of patients randomized to leniolisib as compared to

placebo.17 In the study, leniolisib was generally well-tolerated.

The majority of reported adverse events in both treatment groups

were classified as mild. There were no adverse events that led to

discontinuation of study treatment, there were no deaths, and

the incidence of serious adverse events, or SAEs, was lower in the

leniolisib group than the placebo group. None of the SAEs were

suspected to be related to study treatment.17

The open-label extension, or OLE, study was completed in January

2025 and included 37 patients with APDS 12 years of age and

older who, at the time of data cutoff for the interim analysis, had

received 70mg of the selective PI3Kδ inhibitor leniolisib twice a

day for at least 25 weeks; 66% were exposed for 96 weeks or

longer, with a median duration on study therapy of approximately

two years; four patients had more than five years exposure.

The study was primarily designed to assess the safety and

tolerability of long-term leniolisib treatment in adult and

adolescent patients with APDS who previously participated in a

Phase II/III leniolisib study. The OLE study's secondary endpoints

were intended to evaluate the efficacy and pharmacokinetics of

long-term leniolisib treatment in these patients.18

The interim analysis found that leniolisib was well tolerated to

this point in the OLE study. It also indicated the durability of the

efficacy results seen in the randomized, controlled trial, which

showed significant improvement over placebo in the co-primary

endpoints of reduction in lymph node size and increase in naïve

B cells.

The majority of adverse events, or AEs, reported in the interim

analysis were grades 1 and 2, and included upper respiratory tract

infection, headache and pyrexia. Grade 1 AEs are the least severe

and grade 5 the most severe. Overall, 13.5% of AEs were study

drug-related; these affected five patients and included weight

gain (n=3), arthralgia (n=1), hyperglycemia (n=1), and decreased

neutrophil count (n=1). Of all AEs assessed in the analysis, 16.2%

were classified as serious, but none of these were identified as

related to study treatment. There was one death among study

participants which was identified as not related to study

treatment.

Among study participants, some experienced reductions in APDS

disease markers, with levels of response varying between

individuals. Responses included:

• reduced lymphadenopathy, splenomegaly, and IgM levels;

• improved or resolved anemia, thrombocytopenia,

and lymphopenia; and

• resolved neutropenia in all affected patients.

Two post-hoc analyses were performed to assess infection rates

and immunoglobulin replacement therapy, or IRT, usage. 37% of

participants who were on IRT were able to reduce their IRT use

while taking leniolisib. Six patients became IRT-independent, with

four of those patients having been IRT-independent for one to

two-and-a-half years at the data cutoff.18 The median time to IRT

reduction was 12.1 months and the median time to IRT

discontinuation was 11.9 months.5 IRT use was captured by the

investigator as concomitant medication at each study visit per

protocol.

IRT utilization was not prespecified as an endpoint or analysis and

is observational only; no determination of statistical significance

can be made and no conclusions should be drawn.

Patients on leniolisib were also observed to have a reduction in

the number of infection days.18 This decrease in annualized

infection rates was accompanied by no appreciable increase in

antibiotic use despite the reduction in IRT utilization. Although

safety was the primary objective of the OLE study, this post hoc

analysis was not powered to provide any statistical significance of

efficacy and therefore no conclusions should be drawn.

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Regulatory approvals

United States

On March 24, 2023, the FDA approved our New Drug Application,

or NDA, of Joenja® (leniolisib) for the treatment of adult and

pediatric patients 12 years of age and older with APDS.

The FDA evaluated the Joenja® application for APDS under

Priority Review, which is granted to therapies that have the

potential to provide significant improvements in the treatment,

diagnosis or prevention of serious conditions. Joenja® was

launched in the U.S. in early April 2023.

United Kingdom

On March 12, 2024, we submitted a Marketing Authorisation

Application, or MAA, with the MHRA for APDS patients 12 years

of age and older through the International Recognition

Procedure, or IRP, which replaced the European Commission

Decision Recognition Procedure, or ECDRP, beginning January 1,

2024, on the basis of the U.S. FDA approval.

On September 25, 2024, the U.K. MHRA granted marketing

authorization for Joenja® (leniolisib) for the treatment of APDS in

adult and adolescent patients 12 years of age and older. Joenja®

was the first new medicine approved by the MHRA via the IRP

using the U.S. FDA as reference regulator.

Israel

On April 30, 2024, the Israeli Ministry of Health granted

Marketing Authorization for Joenja® (leniolisib) for the treatment

of APDS in adult and pediatric patients 12 years of age and older.

Australia

We filed regulatory submissions for APDS patients 12 years of age

and older in Australia in the third quarter of 2023.

We received positive feedback from the Australian Advisory

Committee on Medicines and in March 2025, we received

approval for Joenja® (leniolisib) from the Australian Therapeutic

Goods Administration, or TGA, for the treatment of APDS in adult

and adolescent patients 12 years of age and older.

Market access

We currently market Joenja® (leniolisib) for the treatment of

APDS in adult and pediatric patients 12 years of age and older

in the United States. On March 13, 2025, the National Institute

for Health and Care Excellence, or NICE, published positive

final draft guidance recommending Joenja® (leniolisib) for

reimbursement and use within the National Health Service,

or NHS, in England and Wales.

We have an agreement with Kamada Ltd., an Israel-based

commercial stage global biopharmaceutical company with a

portfolio of marketed products for rare and serious conditions

focused on diseases of limited treatment alternatives, to

commercialize Joenja® in Israel. Reimbursement negotiations for

leniolisib with the Ministry of Health in Israel are ongoing.

We have named patient and early access programs designed to

ensure that physicians can request leniolisib on behalf of

individual patients living with APDS, who meet the eligibility

criteria and receive local health authority approval, in certain

countries where leniolisib is not commercially available.

For additional information on regulatory status, please see the

section titled leniolisib for APDS.

Patent protection

We expect to have patent protection for leniolisib in APDS under

the Novartis composition of matter patent (U.S. Patent No.

8,653,092, EU patent EP2590974B1) through July 2036 in the U.S.

and EU, which we anticipate may be extended to January 2037 if

we obtain a pediatric extension.

The USPTO adjusted the expiration when the patent was granted

to account for delays in the approval of the patent, and an

additional patent term extension was applied for shortly after the

FDA approved Joenja® (leniolisib). Similarly, in the EU, a

supplemental protection certificate will be applied for shortly

after approval in the EU. It is these extensions which we

anticipate will result in the 2036 expiration.

In the European Economic Area, upon successful completion of

the agreed PIP, leniolisib would be eligible for up to an additional

two years of marketing exclusivity in the EU, on top of the ten-

year EU market exclusivity after market approval as result of its

EU Orphan Drug Designation. Thus, we anticipate that the patent

protection will extend beyond the marketing exclusivity.

APDS patient diagnostic support

On March 2, 2021, we announced the launch of a sponsored

genetic testing program called navigateAPDS, designed to assist

clinicians in identifying patients and their family members with

APDS, which may lead to earlier diagnosis. A genetic test enables

a clinician to confirm their clinical suspicions and definitively

diagnose APDS.

Our support of the navigateAPDS program will continue to

facilitate genetic testing and counselling for eligible individuals in

the United States and Canada at no charge. The navigateAPDS

program offers testing with comprehensive immunodeficiency

panels, providing critical information on potential genetic causes

of immunodeficiencies and dysregulation that a patient may have.

In addition to providing genetic testing to individuals who may

present with a clinical picture known to be associated with APDS,

navigateAPDS offers pre-test and post-test genetic counseling

through a third party, and all blood relatives of patients found to

have a positive molecular diagnosis of APDS are qualified for

familial variant testing through the program. By offering access to

this testing, physicians and patients are able to better understand

the genetic underpinnings of their disease and manage their

condition more precisely.

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In Europe, we are intensifying our patient identification efforts

together with leading immunology centers of excellence treating

patients with APDS and other rare immune deficiencies.

Based on available literature, we estimate APDS prevalence to be

1.5 patients per million.3,6 Our U.S. and global APDS patient

finding efforts progressed during the year. As of December 31,

2024, we had identified over 880 diagnosed APDS patients of all

ages in global markets, including over 240 patients in the United

States. Of the identified patients in the U.S., over 150 patients are

12 years of age and older and eligible for treatment with Joenja®.

We continued to advance several initiatives during 2024 to

diagnose additional APDS patients, including our sponsored

genetic testing program in the U.S. and Canada, partnerships with

several genetic testing companies who undertake their own

testing efforts and family testing programs. We have initiated a

number of programs collaborating with clinicians and patients to

aid in reducing the barriers and allowing the appropriate testing

in families with APDS, to help identify family members of APDS

patients who may also be affected by this disease. APDS is an

inherited genetic disease and we believe that many of the over

240 APDS patients already identified in the U.S. are likely to have

family members who remain undiagnosed.

APDS patient finding - VUS resolution

APDS is diagnosed based on clinical symptoms, assessment of

immune cell function and genetic testing. For a patient to receive

a definitive APDS diagnosis, a genetic test revealing a disease-

causing (pathogenic or likely pathogenic) variant in either the

PIK3CD or PIK3R1 genes is required. Patients with clinical

symptoms compatible with APDS frequently receive inconclusive

genetic variant test results, i.e., previously unseen variants in the

PIK3CD or PIK3R1 genes. It is important to determine if these

VUSs cause APDS.

As of December 31, 2024, we are aware of approximately 1,200

patients in the U.S. with a VUS in the PIK3CD or PIK3R1 genes and

are supporting validation studies with various laboratories to

confirm which of these variants are pathogenic for APDS. Patients

with disease-associated variants would receive a molecular

diagnosis of APDS and, therefore, potentially be eligible for

Joenja® treatment.

Based on data from our navigateAPDS sponsored genetic testing

program, PIK3CD and PIK3R1 VUSs are found at four times the

frequency of those mutations currently classified as pathogenic /

likely pathogenic for APDS.

Furthermore, a completed literature review and pilot study

resulted in 20% of VUS patients being reclassified to APDS,

suggesting that there could be a significant increase in the

number of APDS patients in the U.S. once those patients with a

VUS are reclassified.

We are supporting independent research to evaluate large

numbers of VUSs without the need for additional patient testing.

VUS resolution via high throughput screening methods is an

established approach that is accepted as strong functional

evidence for variant classification by various expert organizations

including the American College of Medical Genetics, or ACMG,

and ClinGen (a National Institutes of Health-funded resource).

One in vitro high throughput screening study was completed in

the fourth quarter of 2024, identifying many novel variants

leading to PI3Kδ hyperactivity. We are now supporting clinical

genetics laboratories across the U.S. to be able to use their

independent variant interpretation to reclassify variants and

thus issue amended genetic testing reports for any variants these

laboratories deem to be disease-causing. We anticipate that

these endeavors will lead to the identification of new patients

with APDS.

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Risk Management

Corporate Governance

Sustainability (ESG)

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About Pharming

Pipeline development

Leniolisib for APDS:

global regulatory filings

European Economic Area

In October 2020, we announced that the European Commission

had granted orphan drug designation for leniolisib for the

treatment of APDS, based on a positive opinion from the

Committee for Orphan Medicinal Products, or COMP, of the

European Medicines Agency, or EMA.

In January 2022, a positive decision was made by the EMA on

the Pediatric Investigation Plan, or PIP, for leniolisib. For the

registration of new medicines in Europe, biopharmaceutical

companies are required to provide a PIP which outlines

the strategy for investigation of a new medicinal product in the

pediatric population. The positive PIP opinion from the Pediatric

Committee is an endorsement of the clinical program to evaluate

the safety and efficacy of leniolisib in patients from 1 year of age

to less than 18 years of age with APDS.

In August 2022, we announced the leniolisib MAA was granted

accelerated assessment by EMA's CHMP. The accelerated

assessment reduces the review timeframe from 210 days to 150

days. Upon request, EMA will grant an accelerated assessment of

an MAA if they decide the product is of major interest for public

health, and in particular, from the viewpoint of therapeutic

innovation.

In October 2022, we submitted an MAA to EMA for leniolisib as a

treatment for APDS in adult and pediatric patients 12 years of age

and older. The MAA was supported by positive data from a Phase

II/III study of leniolisib, announced on February 2, 2022, which

met its co-primary endpoints of reduction in lymph node size and

increase in percentage of naïve B cells in patients with APDS.

Furthermore, safety data from the study showed that leniolisib

was well tolerated by participants. Also submitted as part of the

MAA were data from a long-term, open-label extension clinical

trial in patients with APDS treated with leniolisib.

On October 28, 2022, we announced that our MAA for leniolisib

had been validated for scientific evaluation under an accelerated

assessment by the CHMP.

In February 2023, we announced that the CHMP decided to shift

its assessment of the MAA for leniolisib to a standard review

timetable. We received the list of questions from the EMA, which

included a request to submit updated data from the ongoing long-

term extension study collected after the interim analysis included

in the original MAA.

In May 2023, we submitted our response to the CHMP Day 120

list of questions. Subsequently, as part of the MAA review

procedure timetable, we received the CHMP's Day 180 list of

outstanding issues in July 2023.

In August 2023, we announced that considering the rarity of the

disease and the unmet need for the treatment of APDS patients,

the CHMP would consult an Ad-hoc Expert Group, or AEG, at a

closed meeting also involving our representatives including

leniolisib investigators and APDS patients. Under EMA

regulations, the CHMP may call an AEG meeting when a medicine

is being assessed that requires input from specialized scientific

advisors on matters that may fall outside the expertise of the

EMA's established Scientific Advisory Groups, as is typically the

case for rare diseases with few experts.

In October 2023, we submitted our response to the CHMP Day

180 list of outstanding issues, or LoOI, In November 2023, we

received a Day 180 Second LoOI from the CHMP. The CHMP

consulted the AEG at a meeting held at the end of November

2023.

On May 30, 2024, we announced that we received an updated

LoOI from the CHMP which affirmed the positive clinical benefit

and safety of leniolisib, in agreement with the assessment by the

AEG, and included one remaining chemistry, manufacturing and

controls, or CMC, request.

The CMC request relates to the definition of regulatory starting

materials used in the manufacturing process for leniolisib.

As we are committed to meeting all of the CHMP's specific

requirements, additional data and quality controls were provided

and we proposed implementation of the CMC request post-

approval. The CHMP requested that this work be completed

pre-approval and has granted us an extension to January 2026

to submit a response. We are on track to complete the

manufacturing activities requested by the CHMP and to submit a

response prior to this deadline.

Additional markets

We filed regulatory submissions for APDS patients 12 years of age

and older in Canada in the third quarter of 2023. In July 2024, we

submitted a response to a Health Canada Notice of Deficiency.

We have had ongoing interactions with Health Canada who

recently granted us an extension to February 2026 to respond to

a request for additional CMC data, in line with the EMA extension.

We plan to respond in early 2026 and expect a regulatory decision

in 2026.

In Saudi Arabia, we submitted a New Drug Application for

patients 12 years of age and older to the Saudi Food & Drug

Authority, or SFDA, in November 2024, and expect a regulatory

decision in 2026 subject to the SFDA's reliance procedure with the

U.S. FDA. On May 15, 2024, South Korea granted Orphan Drug

Designation for leniolisib in APDS. We submitted a New Drug

Application for patients 12 years of age and older to the Ministry

of Food and Drug Safety in South Korea in March 2025. We also

anticipate filing for regulatory approval in Japan in mid-2025.

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Leniolisib for APDS: clinical trials

Japan clinical trial - APDS

In May 2023, the Ministry of Health, Labour and Welfare of Japan,

or MHLW, granted leniolisib orphan drug designation, or ODD, for

the treatment of APDS. In August 2023, the first patient was

enrolled in a Phase III clinical trial in Japan evaluating leniolisib for

the treatment of APDS in adult and pediatric patients 12 years of

age and older. Patient enrollment in this study is now complete.

The single-arm, open-label clinical trial will evaluate the safety,

tolerability, and efficacy of leniolisib in three patients, 12 years of

age and older, who have a confirmed APDS diagnosis. Each

patient will receive weight-based dosing up to 70mg of leniolisib

twice daily for 12 weeks. The study's primary efficacy endpoints

and secondary endpoints mirror those used to evaluate the

clinical outcomes in each of the earlier leniolisib APDS trials.

We completed an interim analysis, after 12-weeks of treatment,

for the Phase III clinical trial in Japan. The study's safety and

efficacy findings were in line with data from the randomized

controlled trial used to support approvals in adult and adolescent

APDS patients in the U.S. and other countries, and support a

regulatory filing with Japan's Pharmaceuticals and Medical

Devices Agency, or PMDA, which is planned for mid-2025. An

approval decision would be expected in nine months based on

priority review of the application due to ODD. Eligible patients

enrolled in the trial will continue to receive the investigational

drug for at least an additional year through an open-label

extension trial.

Pediatric clinical trials - APDS

We have developed a clinical plan to include children as young as

one year of age. During the first half of 2022, we received positive

decisions from the EMA and MHRA on the Pediatric Investigation

Plan, or PIP, for leniolisib as a treatment for APDS in children.

The leniolisib PIP includes two planned, global clinical trials in

pediatric patients with APDS 4 to 11 years of age and 1 to 6 years

of age. These two studies were initiated in 2023 and will support

global regulatory filings for pediatric label expansion.

Patients 4 to 11 years of age

This Phase III clinical trial is evaluating the investigational drug

leniolisib in children with APDS at sites in the United States,

Europe, and Japan.

The single-arm, open-label, multinational clinical trial evaluates

the safety, tolerability, and efficacy of leniolisib tablets in children

4 to 11 years of age. The study's primary efficacy endpoints are a

reduction in index lymph node size and an increased proportion

of naïve B cells out of total B cells from baseline at 12 weeks.

Secondary endpoints include an assessment of the ability of

leniolisib to modify health-related quality of life based on

measures of physical, social, emotional, and school functioning

using a validated patient questionnaire. These endpoints mirror

those used to evaluate the clinical outcomes in previous leniolisib

APDS trials for patients 12 years of age and older.

The first patient was enrolled in the clinical trial in February 2023,

and we initially sought to enroll 15 patients. We announced the

completion of enrollment on April 8, 2024, with 21 children with

APDS enrolled in the study.

On December 11, 2024, we announced positive top line results for

the multinational Phase III clinical trial. The data are consistent

with the improvements seen in the previously reported

randomized controlled trial in adolescent and adult APDS

patients. We plan to include data from this clinical trial in global

regulatory filings for the approval of leniolisib for pediatric

patients with APDS, beginning with a U.S. submission in the

second half of 2025.

All 21 patients enrolled completed the 12-week treatment period.

Lymphoproliferation improved as measured by a mean reduction

in index lesion size and immunophenotype correction was

demonstrated by an increase in the percent of naïve B cells. The

improvements in lymphoproliferation and immunophenotype

correction were seen across the four dose levels being

investigated and were consistent with the improvements

previously reported in adult and adolescent patients. All

treatment emergent adverse events were reported to be mild to

moderate in nature. There were no drug related serious adverse

events, and all patients completed the 12-week treatment period.

Patients 1 to 6 years of age

This Phase III pediatric clinical trial is evaluating a new pediatric

formulation of the investigational drug leniolisib in children with

APDS at sites in the United States, Europe and Japan.

The single-arm, open-label, multinational clinical trial is evaluating

the safety, tolerability, and efficacy of leniolisib in 15 children 1 to

6 years of age who have a confirmed APDS diagnosis. These

patients will receive a specific, pediatric granulated formulation of

leniolisib. The study's primary efficacy endpoints and secondary

endpoints mirror those used to evaluate the clinical outcomes in

the previous leniolisib Phase II/III APDS trials for patients 12 years

of age and older.

The first patient was dosed in November 2023 and enrollment in

the study is continuing as planned.

Eligible patients enrolled in both of the pediatric trials will

continue to receive leniolisib for a year after the initial 12-week

treatment period through an open-label extension trial, to further

evaluate the safety, tolerability, and efficacy in these patients.

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Leniolisib for additional PID indications

As we continue to work towards regulatory approvals of leniolisib

for APDS in additional geographies and pediatric label expansion,

we have identified and prioritized other indications where there

is significant unmet medical need and leniolisib has the potential

to deliver value for patients. PI3Kδ has been identified as an

important player in a variety of inflammatory and autoimmune

disease states, and leniolisib has demonstrated an attractive,

long-term efficacy, safety and tolerability profile in clinical trials

conducted in both healthy volunteers and APDS patients. This

provides a solid basis for our plans for the investigation and

investment in further leniolisib indications.

Primary immunodeficiencies (PIDs) with immune dysregulation

In December 2023, we announced the expansion of our rare

disease pipeline with plans to develop leniolisib for additional

primary immunodeficiencies, or PIDs, which affect significantly

more patients than APDS. Leniolisib, by modulating PI3Kδ activity,

could help in the treatment of PID patients with immune

dysregulation, positively impacting their clinical manifestations

of autoimmunity and end-organ lympho-infiltrative disease.

PIDs with immune dysregulation linked to altered PI3Kδ

signaling

Based on our APDS experience, leniolisib has potential to be an

effective and tolerable chronic treatment approach for PIDs with

immune dysregulation linked to PI3Kδ signaling.

During 2024, we worked towards setup of a Phase II, proof

of concept, clinical trial evaluating leniolisib in 7 genetically

identifiable PIDs with immune dysregulation linked to enhanced

PI3Kẟ signaling in lymphocytes, with similarities in their spectrum

of noninfectious autoimmune, lymphoproliferative and/or end-

organ lympho-infiltrative clinical phenotypes and in their unmet

medical need to APDS.

The clinical trial includes PID patients with ALPS-FAS8, CTLA4

haploinsufficiency9, NFKB1 haploinsufficiency10 and PTEN

deficiency11, among others. Specifically, PTEN patients with

immunodeficiency are frequently described as 'APDS-like'20,

patients with ALPS-FAS display predominantly

lymphoproliferative clinical manifestations with frequent

cytopenic episodes21, and CTLA4 haploinsufficiency22

as well as NFKB1 haploinsufficiency10 patients demonstrate

lymphoproliferative, cytopenic, and/or organ-specific

autoimmune/inflammatory complications of immune

dysregulation. Epidemiology suggests a combined prevalence of

approximately seven and a half patients per million* in this

targeted PID population, compared to one and a half patients per

million for APDS. The first patient in this clinical trial was dosed on

October 29, 2024.

Not to scale with population sizes

The Phase II clinical trial is a single arm, open-label, dose range-

finding study to be conducted in approximately 12 patients.

The objectives for the trial are to assess safety and tolerability,

pharmacokinetics, pharmacodynamics, and explore clinical

efficacy of leniolisib. The trial has been designed to inform a

subsequent Phase III program.

The Phase II clinical trial is being conducted at the National

Institute of Allergy and Infectious Diseases, or NIAID, part of the

National Institutes of Health, or NIH, with lead investigator Gulbu

Uzel, M.D., Senior Research Physician, and co-investigator V.

Koneti Rao, M.D., FRCPA, Senior Research Physician, Primary

Immune Deficiency Clinic (ALPS Clinic).

In December 2024, we submitted a request for a Fast Track

Designation for the treatment of PIDs linked to PI3Kδ signaling to

the U.S. FDA, which was granted in February 2025. Fast Track is an

FDA process designed to facilitate the development, and expedite

the review of drugs to treat serious conditions that fulfill an

unmet medical need.

CVID with immune dysregulation

CVID with immune dysregulation represents a much larger

group of PID patients, which may be identified independently of

genetics. Based on available CVID epidemiology, and the current

understanding of CVID patients presenting with a similar clinical

phenotype to APDS23, we estimate that the targeted population

has a prevalence of approximately 39 patients per million.

CVID represents the largest group of symptomatic primary

immunodeficiency (PID) patients, where approximately 50%

display autoimmune, lymphoproliferative and/or end-organ

lympho-infiltrative clinical manifestations driven by immune

dysregulation.24, 26, 27

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CVID patients with immune dysregulation have a large unmet

medical need, with an 11-fold enhanced rate of mortality as

compared to CVID patients with infectious manifestations alone,

and the majority exhibit similarities in their spectrum of clinical

manifestations to APDS patients. This strongly suggests

commonalities in pathophysiology between APDS and CVID

patients with immune dysregulation. This CVID with immune

dysregulation population includes most of the patient population

for the genetically identified PIDs with immune dysregulation

linked to altered PI3Kẟ signaling discussed above, and represents

a much wider opportunity for leniolisib development and

potential for a wider benefit for PID patients.

We engaged with the FDA and EMA on the CVID indication and

subsequently initiated a Phase II study for leniolisib in CVID

patients with immune dysregulation, with the first patient

dosed in March 2025.

The Phase II clinical trial is a single arm, open-label, dose range-

finding, multi-center study to be conducted in approximately 20

patients 12 years of age and older. The trial will include patients

with a CVID diagnosis, a requirement for evidence of lympho-

proliferation and at least one additional clinical manifestation

of immune dysregulation, including interstitial lung disease,

autoimmune cytopenias, or enteropathy. The objectives for the

trial will be to assess safety and tolerability, pharmacokinetics,

pharmacodynamics, and explore clinical efficacy of leniolisib in

the targeted CVID with immune dysregulation population.

The trial has been designed to inform a subsequent Phase III

program. The lead investigator for the Phase II study is Jocelyn

Farmer, M.D./PhD, Director of the Clinical Immunodeficiency

Program of Beth Israel Lahey Health (Lahey Hospital & Medical

Center in Burlington, MA), with additional clinical sites in the U.S.,

UK and EU.

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KL1333 for mtDNA primary mitochondrial disease

In December 2024, we announced the proposed acquisition of

Abliva AB, a biotechnology company, based in Lund, Sweden,

focused on developing medicines for the treatment of

mitochondrial disease. This rare and often very severe disease

occurs when the cell's energy provider, the mitochondria, do not

function properly. The acquisition was completed in March 2025.

Abliva's lead product, KL1333, a regulator of the essential co-

enzymes NAD⁺ and NADH, is being studied in a pivotal clinical

study (FALCON) in adult patients with genetically confirmed

primary mitochondrial disease, or PMD, with mitochondrial DNA,

or mtDNA, mutations who experience consistent, debilitating

fatigue and muscle weakness (myopathy), and reduced life

expectancy.

KL1333 has been designed to treat chronic fatigue and myopathy

(muscle weakness) in genetically confirmed adult patients with

primary mitochondrial disease. Diagnoses can include MELAS-

MIDD and KSS-CPEO spectrum disorders as well as MERRF

syndrome. The drug candidate is intended for long-term oral

treatment.

Over 30,000 patients diagnosed with mtDNA mitochondrial

disease would be potentially addressable by KL1333 in the U.S.,

EU4 (France, Germany, Italy, Spain) and the U.K.

KL1333 has shown positive clinical effects in a proof-of-concept

Phase Ib study, and a pre-planned interim analysis of the ongoing

pivotal FALCON trial demonstrated promising differences over

placebo with both alternate primary efficacy endpoints passing

futility.

KL1333 has received Fast Track designation in the U.S. and

Orphan Drug Designation for the treatment of PMD in the U.S.

and EU.

We are now moving to start the second wave of patient

recruitment for the pivotal FALCON clinical trial. We anticipate

the trial to read-out in 2027 with potential FDA approval by the

end of 2028.

FALCON is a Phase II, global, randomized, placebo-controlled,

pivotal study evaluating the safety and efficacy of KL1333 in adult

patients with primary mitochondrial disease who experience

consistent, debilitating fatigue and myopathy (muscle weakness),

the most common and impairing symptoms.

A total of 180 patients with mitochondrial DNA mutations who

meet the eligibility criteria will be randomized 3:2 to receive

KL1333 (total daily dose of 50mg-100mg) or placebo administered

twice daily for 48 weeks.

The two alternative primary endpoints assess consistent fatigue

(using the PROMIS® Fatigue Mitochondrial Disease Short Form)

and myopathy (using the 30 second Sit-to-Stand test), only one of

which must be positive to file for marketing approval.

An interim analysis evaluating 24-week data from the first wave

of patients confirmed the strong safety profile of KL1333, and

both primary endpoints passed futility, meaning that both have

the potential to demonstrate benefit in the final analysis of the

study.

We believe KL1333 has blockbuster potential in the U.S. alone and

has the potential to significantly change our future growth

trajectory. We funded this acquisition using existing cash, and

anticipate covering costs to complete the pivotal trial with

positive cash flows from our existing business.

The acquisition of Abliva further strengthens our clinical pipeline

with the addition of a potential first-in-disease therapy.

Pharming Group N.V. Annual Report 2024 | 190

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Pre-clinical pipeline

OTL-105

In 2021, we entered into a license agreement with Orchard

Therapeutics to research, develop, manufacture and

commercialize OTL-105, an investigational ex vivo autologous

hematopoietic stem cell, or HSC, gene therapy for the treatment

of patients with HAE due to a deficiency of C1INH. This novel

approach has the potential of being curative, allowing HAE

patients to live a normal life, without being dependent upon

acute or prophylactic use of HAE medication.

OTL-105 is based on Orchard Therapeutics' ex-vivo autologous

gene therapy platform approach which is designed to use the HAE

patients' own blood stem cells and insert those cells into a

working copy of the gene that is reduced in HAE. In pre-clinical

proof of concept studies, gene-corrected stem cells produced

relevant active C1-esterase inhibitor.

Preclinical development of OTL-105 continued, including work

towards the preparation of preclinical proof of concept studies.

On January 24, 2024, Kyowa Kirin Co., Ltd., a Japan-based global

specialty pharmaceutical company, completed the acquisition of

Orchard Therapeutics.

On May 8, 2024, we announced that, consistent with our

current strategy as well as prioritization of clinical development

expansion of leniolisib into additional PID indications, we had

decided to terminate the research collaboration & licensing

agreement with Orchard Therapeutics and discontinue the

OTL-105 program.

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Glossary

ADR/ADS American Depositary Receipt/Share.

AEs Adverse events.

AFM Dutch Authority for the Financial Markets.

AGM Annual General Meeting of Shareholders.

AKI Acute Kidney Injury (AKI) is a sudden episode of kidney failure

or kidney damage.

ALPS-FAS Autoimmune lymphoproliferative syndrome (ALPS) with

FAS mutation is a primary immunodeficiency with immune

dysregulation caused by certain mutations in the FAS gene.

APDS or activated phosphoinositide 3-kinase delta (PI3Kδ)

syndrome (APDS) is a primary immunodeficiency disease caused

by activating gain of function mutations in gene contributing to

the control of the immune system. Individuals with this condition

often have high numbers of non-properly functioning white blood

cells.

Bausch Health Companies Inc. Formerly known as Valeant

Pharmaceuticals International, develops, manufactures and

markets pharmaceutical products and branded generic drugs,

primarily for skin diseases, gastrointestinal disorders, eye health,

and neurology.

BioConnection B.V. Contract services and manufacturing

organization for the development and manufacturing of injectable

(bio)pharmaceutical products.

BSM Black-Scholes-Merton, financial instrument pricing

framework.

BoD Board of Directors.

BOM The Board of Management.

C1INH C1 esterase inhibitor or C1INH is an inhibitor protein

present in human blood. C1INH is involved in the regulation of

one of the key proteins in the complement system (C1), which

is part of the natural inflammatory response of the body.

Insufficient C1 inhibitor levels or activity can cause

inflammation and HAE attacks.

CBO Chief Business Officer.

CCO Chief Commercial Officer.

CDIBP Chengdu Institute of Biological Products, a Sinopharm

Company.

CDZ173 Novartis project name for leniolisib.

CECO Chief Ethics & Compliance Officer.

CEO Chief Executive Officer.

CFO Chief Financial Officer.

CHMP Committee for Medicinal Products for Human Use (CHMP)

is the European Medicines Agency's (EMA) committee responsible

for human medicines.

Clinical trial/study Clinical trials typically range from Phase I to

Phase IV and are performed on human individuals ranging from

healthy people to patients, to evaluate safety and efficacy of new

pharmaceutical products before they can be approved.

CLO Contract Laboratory Organization.

CMC Chemistry, Manufacturing & Control.

CMO Contract Manufacturing Organization or Chief Medical

Officer.

COMP Committee for Orphan Medicinal Products in the EU.

Complement system The complement system is a major part of

the immune system, responsible for certain immune-mediated

inflammation reactions, including most reactions that cause

vascular edema (swelling).

Convertible Bonds These are corporate bonds offered by a

publicly traded company that give the bond holder the right to

exchange the bond for a pre-determined quantity of stock.

COO Chief Operations Officer.

CPO Chief People Officer.

CRO Contract Research Organization.

CSIPI China State Institute of Pharmaceutical Industry,

a Sinopharm company.

CSRD Corporate Sustainability Reporting Directive.

CTLA4 haploinsufficiency is a primary immunodeficiency with

immune dysregulation caused by certain mutations in the CTLA4,

or cytotoxic T-lymphocyte associated protein 4, gene.

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Glossary

CVID Common variable immunodeficiency.

Cytobioteck Privately-owned Bogota, Colombia based specialty

healthcare company.

DSP Downstream Processing.

EBITDA Earnings before Interest, Tax, Depreciation &

Amortization. Defined as Profit for the year adjusted to exclude

Income tax credit (expense), Financial cost, net and Depreciation

of Property, plant and equipment and Amortization of Intangible

assets.

(Adjusted) EBITDA Defined as Profit for the year adjusted to

exclude Income tax credit (expense), Financial cost, net,

Depreciation of Property, plant and equipment, Amortization of

Intangible assets and Impairments/(reversal) of certain capitalized

development expenses as defined.

ECDRP The European Commission Decision Reliance Procedure

allows a company to submit a product that has received approval

from EMA to the U.K.'s MHRA. This path was replaced by the

International Recognition Procedure (IRP) from January 1, 2024.

EEA European Economic Area.

EMA The European Medicines Agency is the regulatory office for

pharmaceuticals in the European Union.

EPS (Earnings per share) Basic earnings per share are calculated

based on the weighted average number of ordinary shares

outstanding during the period. Diluted earnings per share are

computed based on the weighted average number of ordinary

shares outstanding including the dilutive effect of shares to be

issued in the future under certain arrangements such as option

plans, warrants issued and convertible loan agreements.

ESG Environmental, Social, Governance.

ESRD European Sustainability Reporting Standards.

EU European Union.

ExCo Executive Committee.

FDA The FDA or Food and Drug Administration is the regulatory

office responsible for drug approval in the United States.

GCP Good Clinical Practices.

GDPR General Data Protection Regulation.

GLP Good Laboratory Practice.

GMP/ GMP status Good Manufacturing Practice is a term that is

recognized worldwide for the control and management of

manufacturing and quality control testing of foods and

pharmaceutical products.

HAE Hereditary Angioedema is a human genetic disorder caused

by insufficient activity or concentration of the C1 inhibitor protein

in the plasma.

HAEi Hereditary Angioedema International (patient organization).

HAEi GAP HAEi Global Access Program.

FRS, IAS and IASB International Financial Reporting Standards

(IFRS) along with International Accounting Standards (IAS) are a

set of accounting standards issued by the International

Accounting Standards Board (IASB).

Immunoglobulin M (IgM) is one of several isotypes of antibody

(also known as immunoglobulin).

IND Investigational New Drug application is the process through

which a product must pass to get to the next stage of drug

development known as clinical trials.

IRP International Recognition Procedure. The U.K. MHRA's new

international recognition route for medicines utilizing pre-existing

approvals from other countries including the United States.

IRT Immunoglobulin Replacement Therapy.

Joenja® is the global registered trademark for leniolisib. When

discussing the commercialized product in the U.S., or other

countries where the product has received regulatory approval, we

use the trademarked name Joenja® instead of leniolisib.

Kamada partners with international pharmaceutical companies in

exclusive marketing and distribution arrangements for the Israeli

market.

Leniolisib Also known as CDZ173, is a synthetic phosphoinositide

3-kinase delta (PI3Kδ) inhibitor developed for the treatment of

activated phosphoinositide 3-kinase delta syndrome (APDS).

When discussing clinical trials or studies or when discussing the

product as related to markets outside of regulatory approvals, we

use the term leniolisib.

LTIP Long Term Incentive Plan.

MAA Marketing Authorization Application is a request for market

approval to the EMA in the European Union.

MHLW Ministry of Health, Labour and Welfare of Japan.

Contents

At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

Glossary

MHRA The U.K.'s Medicines and Healthcare Products Regulatory

Agency.

mtDNA Mitochondrial DNA-related primary mitochondrial

disease.

NDA New Drug Application, the vehicle through which drug

sponsors formally propose that the FDA approve a new

pharmaceutical for sale and marketing in the U.S.

Net cash (debt) Defined as convertible bonds minus cash and

cash equivalents, restricted cash and marketable securities.

NFKB1 haploinsufficiency is a primary immunodeficiency with

immune dysregulation caused by certain mutations in the NFKB1,

or nuclear factor KB subunit 1, gene.

NHS National Health Service in England and Wales.

NICE National Institute for Health and Care Excellence.

Novartis Swiss multinational pharmaceutical company based in

Basel, Switzerland.

OLE Open-label extension study.

Orchard Therapeutics gene therapy company with a strategic

partnership with Pharming for the development of OTL-105 which

was discontinued in 2024.

Orphan Drug/ Orphan Drug status A drug being developed to

treat a rare disease (affecting less than 200,000 individuals in the

U.S.A.) can receive Orphan Drug designation from the FDA.

PDCO Pediatric Committee in the EU.

PDUFA Prescription Drug User Fee Act.

PI3Kδ Phosphoinositide 3-kinase delta.

PID Primary immunodeficiency.

PIM Promising Innovative Medicine.

PIP Pediatric Investigation Plan.

PMD Primary Mitochondrial Disease.

PMDA Japan's Pharmaceuticals and Medical Devices Agency.

Pompe is a rare multisystem genetic disorder that is characterized

by absence or deficiency of the lysosomal enzyme alpha-

glucosidase (GAA).

Pre-eclampsia (PE) is a life-threatening multisystem condition in

pregnancies leading to increased maternal and neonatal mortality

and morbidity.

Primary Immunodeficiency (PID) is a rare, genetic disorder that

impairs the immune system.

PTEN deficiency is a primary immunodeficiency with immune

dysregulation caused by certain mutations in the PTEN, or

phosphatase and tensin homolog, gene.

QA Quality Assurance.

R&D Research and Development.

Recombinant refers to the combination of one form of genetic

material (DNA) from one source with the DNA of a different

biological source from a different species.

rhaGLU alpha-glucosidase recombinant human alpha-

glucosidase.

rhC1INH Recombinant human C1 esterase inhibitor or rhC1INH is

the active component of RUCONEST®.

RoW Rest of World, outside of Europe and the U.S.

RUCONEST® RUCONEST® is the global registered trademark for

Pharming's recombinant human C1 inhibitor.

SAEs Serious adverse events.

SEC U.S. Securities and Exchange Commission.

Sinopharm China National Pharmaceutical Group Co., Ltd.

SOBI Swedish Orphan Biovitrum International AB.

SOP Standard operating procedures.

SOX Sarbanes-Oxley Act.

TGA Australian Therapeutic Goods Administration.

Transgenic an organism is called transgenic when its cells carry

genetic material from another species in addition to or

replacement of parts of its own genetic material.

Treasury stocks Also known as treasury shares or reacquired

stock refers to previously outstanding stock that is bought back

from stockholders by the issuing company.

VWAP Volume Weighted Average Price of shares.

U.K. United Kingdom.

U.S. or U.S.A. United States of America.

Contents

At a Glance

Strategy and Execution

Financial Performance

Risk Management

Corporate Governance

Sustainability (ESG)

Financial Statements

Other Information

References


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