Ladies and gentlemen, I would like to welcome you all to this Extraordinary General Meeting of the shareholders of Pharming Group N.V. I would also like to welcome our shareholders who are following this meeting through our live webcast. Welcome, all. Our chairman, Paul Sekhri, is not available to attend, as he's observing Yom Kippur today, and I chair this AGM on his behalf. I'm sitting here behind this desk together with my fellow Non-Executive Director, Leonard Kruimer, and our CEO and Executive Director, Sijmen de Vries. Also, welcome to both of you. Deborah Jorn, Barbara Yanni, Steven Baert, and Mark Pykett are attending this AGM online because they're all based in the U.S. The members of our Executive Committee are also present today, either in this meeting, we have two of our colleagues sitting in the room here, or online.
I'm pleased that Dr. Richard Peters, who will be proposed as a new member of the Board of Directors today, is also present in this meeting room. Welcome, Richard. I also welcome the representative of our Dutch Works Council. Welcome. Last but not least, also with us today in this meeting room is Mr. Jules van de Winckel, candidate civil law notary at NautaDutilh. As a reminder, this meeting will be held in English. However, if it is more convenient for you, please feel free to ask your questions during the Q&A session in Dutch, and we will translate this for you in English when necessary. Please note that the use of mobile phones and recording services is prohibited. I kindly ask you to switch off your devices now if you haven't done that already.
This general meeting was convened in accordance with the applicable statutory requirements. The notice to convene was published on the fourteenth of August, 2023, by way of an announcement on Pharming's website and as a press release. The agenda and all of the meeting documents were published at the same moment. As a result, valid and binding resolutions can be adopted today on the voting items on the agenda. All shareholders who are following the webcast have been invited to issue a proxy with voting instructions either online to our company or to the civil law notary of NautaDutilh. The shareholders who are present in this room and who have not issued a proxy earlier will have the possibility to cast their votes during this meeting. I will explain the voting procedure when we arrive at the first voting item of the agenda.
At that moment, I will also inform you about the number of shareholders and shares that are represented during this meeting. These numbers are being verified at this moment. You were all invited in the notice to convene to send us your questions on the various agenda items by email. None of our shareholders used that opportunity. In addition, the shareholders that are following this meeting online were invited to indicate, also by email, if they would like to ask a question. None of the shareholders used that opportunity either. All shareholders who are attending this meeting in this room will, of course, also be able to ask questions today on the respective, topics of the agenda. For an orderly conduct of the meeting, we'll first answer under each agenda item, the questions to be asked in this meeting room.
I will invite the shareholders in this meeting room who will like to ask questions to go to one of the microphones in the room when we arrive at the questions and answers part of the respective agenda items, so that people, listening in through the webcast can also hear you. For the minutes, I kindly ask you to state your name, and if applicable, the name of the shareholder that you represent, before asking your first question. A full audio recording will be made of this meeting to facilitate the drafting of the minutes by our Company Secretary, Mr. Wygert Gooijer. Within 3 months from today, the draft will be published on our website for review. The final minutes will be adopted within the 3 months thereafter, so by the 25th of March, 2024, at the latest.
I would now like to move to the second part of our agenda, the appointment of Dr. Richard Peters as a Non-Executive Director of Pharming. During the Annual General Meeting of shareholders held on May 17, 2023, the term of Paul Sekhri, our current chair, was extended for a period of one year, pending the search for a new chair. Mr. Sekhri, as you know, was not eligible for reappointment for a full term of four years due to the maximum terms of office for Non-Executive Directors, according to the Dutch Corporate Governance Code. Following an extensive search process, the Board of Directors nominated Dr. Richard Peters for the appointment as the new chair and Non-Executive Director of the Board of Directors. A press release was issued on July 18, 2023, to announce this nomination. Dr.
Richard Peters is a veteran healthcare professional and entrepreneur, and a highly respected and proven industry leader and executive, with 30 years of experience in industry and academia. He has served as a CFO of both public and private companies, founded several biotech companies, and spearheaded successful multimillion and billion-dollar exits, such as public offerings, company asset sales, and corporate partnerships. Dr. Peters brings extensive medical and commercial acumen for difficult-to-treat and rare diseases, from the development stage to large global biopharmaceutical companies. You will find Dr. Peters' complete resume in the explanatory notes, and in this resume, it was, amongst others, mentioned and Dr. Peters is a non-executive director of the listed company, Aprea Therapeutics. In the meantime, he was appointed as the chairman of Aprea Therapeutics. The board of directors is confident that Dr.
Peters will complement the current non-executive directors and be an excellent chair to succeed Paul Sekhri, in view of his strong track record and the wealth of experience that he will bring to the Board of Directors. Dr. Peters is independent, based on the criteria set by the Dutch Corporate Governance Code, and meets the restrictions imposed by Dutch law on the maximum number of outside directorships. His appointment as Chairman of Aprea Therapeutics does not change that. I would now like to invite Dr. Peters to introduce himself to you and explain his main considerations for joining Pharming. Richard, the floor is yours.
Thank you, Jabine. As Jabine mentioned, and as you've seen also in the materials that were distributed in support of my nomination to the board of directors of Pharming Group, I have extensive experience in the rare disease space. I ran the global rare disease business at Sanofi Genzyme, which was the original Genzyme business before its acquisition by Sanofi. I also founded X4 Pharmaceuticals, which is a now NASDAQ-listed rare disease biotech company. I'm therefore incredibly excited to have the opportunity to join the board of Pharming, as Pharming especially has moved from being a single rare disease commercial product company to now becoming a two-product company that is on the market, serving rare disease patients.
When you think about this, this is a feat that many companies are trying to accomplish but often fail to accomplish in our space. The fact that the Pharming Group has been able to pull this off speaks volume to the talent of the team, and I'm very much looking forward to working with the board of directors, as well as the executive committee, in helping propel the company to even greater heights in the future. So that's the first reason. The second reason is that Pharming is a Dutch company operating globally. I immigrated from Europe to the United States 40 years ago, and while I've had a successful U.S. career, I've always been impressed by the quality of innovation that comes out of European-based companies.
I've been looking for ways to engage with European pharmaceuticals and biotechnology companies, and joining the board of Pharming Group would be one way of accomplishing that. I believe that I can bring to the company my experience of the various nuances from diverse healthcare systems around the world and help benefit Pharming with that experience. The third reason for my interest in Pharming and my excitement about joining the board of Pharming is that this is to join a superb team of dedicated professionals with a singular focus of helping rare disease patients. In my experience, once patients benefit from a company's therapies, shareholder value tend to be maximized over time.
So I'm incredibly bullish about the prospects for Pharming, both in the near term and in the long term. So I thank you in advance for your support, my nomination to the board of directors. I look forward to serving over the next several years ahead, and of course, also connecting with you on a regular basis. Thank you very much. Back to you, Jabine.
Thank you. Thank you, Richard. Thank you, Richard. As explained in the explanatory notes, the board of directors has appointed Dr. Peters as the new chair of the board of directors, as well as a member of the Corporate Governance Committee and the Transaction Committee, subject to, and therefore, be effective as of his appointment as non-executive director. Our current chair, Paul Sekhri, has confirmed to resign from the board as per the moment that Dr. Peters has been appointed as chair. The Dutch Works Council submitted a positive opinion with regard to the proposed appointment of Dr. Peters. The document summarizing the Works Council's point of view is part of the meeting documents for today's meeting. I would like to invite Arjan Huijsmans to explain that point of view on behalf of the Works Council.
Good afternoon. My name is Arjan Huijsmans, and I'm here on behalf of the Dutch Works Council. I would like to thank you for this opportunity to explain more about the requested opinion for the candidate for Pharming's position of new Chairman of the Board of Directors, Dr. Richard Peters. The Works Council would like to emphasize that we are very much impressed with Dr. Peters' résumé we received. We are fortunate to understand he has a vast background in both the rare diseases as well as the biotech industry, which is considered to be beneficial for a position within a company like Pharming. Furthermore, we'll, the Works Council would like to... Is also excited to learn that the positions Dr.
Peters held, including the position of Non-Executive Director, as well as experiences he has gained over the years of many,
...of which, in line with the expected growth of Pharming, will go through in the coming years. Next to the resume we received, the Works Council like to mention that we also had the opportunity to have an introductory meeting with Dr. Peters. We experienced this meeting as very pleasant, positive, and a validated understanding of Dr. Richard Peters' resume. This even more confirmed our position, that the opinion that Dr. Peters is right candidate for this position. As such, the Works Council believes Dr. Peters would be a strong addition to the Board of Directors. Herewith, we provide a positive c- opinion, and looking forward to Dr. Peters to join Pharming as Chairman of the Board of Directors. By this way, the Works Council would like to give Dr.
Peters, a warm welcome, assuming, of course, he would get the appointed position, and wish him all the best in the new role. We look forward to having constructive and pleasant collaboration. Yours sincerely, the Works Council.
Thank you, Arjan. I'm now inviting our shareholders in the room to go to one of the microphones to ask their questions.
Thank you, well, for all the Voorz itter. Yeah, why don't it in the Netherlands?
That's good, yeah.
We hebben het op tegen dat de Nederlandse bedrijven genoteerd op de Nederlandse beurs wij vergaderen in het Engels. Dus misschien ook voor de notulen. Ja, er zijn wat vragen te beantwoord door meneer Peters. We willen toch weten hoe het proces verlopen is en van het aantrekken van de heer Peters. Onze eerste vraag is: bent u zelf op zoek gegaan? Heeft u gebruik gemaakt van headhunter of een executive search bureau? Zo ja, wat was de opdracht aan de headhunter? Had u een groslijst? Hoe groot was deze? Hoe is de procedure verlopen om die goede kandidaten uit te zoeken? Is daar, oh, is daarna een shortlist gemaakt? Zijn deze besproken in een klein comité? Zo ja, waaruit bestond dit? Heeft dit geleid tot de selectie van een beperkt aantal kandidaten?
Zijn er vervolgens met deze kandidaten gesprekken gevoerd en hoe verliepen deze? Dat is vraag één.
Heel goed. Very good. So the question is all around: how was the selection process executed for the search for the new board member? Is it okay if I answer in English for you? Okay. So we indeed engaged with an external large headhunter, and we asked them for first a long list, where we got a broad range of candidate based on a profile that we prepared as a board. So as a board, jointly, we considered what qualities we were looking for, and then you have to think about leadership experience, sector experience, having been an executive themselves, having a good understanding of our global remit. All these type of elements were included in the job specification and the headhunter identi...
It was an international headhunter, with people in the team from different countries, and they come up with a very international list. From that list, we had an extensive discussion who we felt was the top five, six, and those people have been invited for interviews. The process was managed by the Corporate Governance Committee, of which I'm the chair, and that's also why I'm chairing the meeting today in absence of Paul. We made it a point that the full board should be part of this process, given the importance of this role. What the Corporate Governance Committee did is they managed the process. They did all the pre-work, but ultimately, all the relevant candidates have been interviewed by all the board members.
Then we discussed together with the headhunter, who we had most preference for to maybe the least preference, and we were unanimous in our view that Mr. Peters was by far the most preferred candidate. Luckily, he liked us as well, so we had a match.
Yeah, dank u wel. For Mr. Peters, how carefully was the process that you went through? How did you experience it? How did the conversations with the RVC and the RvB go? You have already answered some of this. Did you speak with the accountant? That is about what remains for us.
So the question from Mr. Stevense is for Mr. Peters, roughly the same question that you asked me: How did he perceive the process, and what were his observations throughout the process?
Thank you for your vraag. I will answer in English. So the process was very extensive. It took several months of multiple interviews. Of course, from my perspective, you have to understand is that when you consider joining a board and becoming chairman of a board, that means that you're limited by the number of other board seats you can serve on, based on the proxy advisors, ISS and Glass Lewis. So it was a very important and critical decision because it's if I work with Pharming, I'm not working with another or two other companies.
... I, as I mentioned in my, in my introductory comments, I was really impressed by the team, both the ExCom, as well as the members of the board, and the excellent execution that the company has had so far in terms of launching and maintaining, commercial access for RUCONEST, and at the time, preparing for launch for Joenja, which since then has been launched. So it's a company now that has really a beginning of a portfolio, of rare disease, assets. Before, it was a single-asset company, single-asset commercial. Now it's got two, and our hope and our plan, with management and with the board, is to keep growing the company and get to next level.
So I saw this as a perfect time for me to join a fantastic board and a fantastic team and help take the company to the next level.
Heeft u met de accountant gesproken?
Sorry?
Heeft u met de accountant gesproken?
Accountant?
Yeah.
Yeah, met the Chief Financial Officer. I spoke. The question was, did you speak with the accountant? I spoke with the Chief Financial Officer of the company.
Nee. With the accountant, van de accountants kantoor.
Externo.
Externe accountant.
Oh, the-
In België noemen ze het iets anders, dus ik...
Yeah. Yeah, yeah. Not yet. I have not spoken to the, the accounting firms yet, the external accounting firms yet.
Well-
Of course, that's the remit of the Audit Committee, and you've got the chair of the Audit Committee here with us.
Okay, dank u wel.
Mr. Stevense, thank you very much for your questions. Any other questions in the room? Thank you very much, then we move forward. I propose that we then now move on to the voting of this agenda item. As promised, during my opening remarks, I will first explain the procedure for voting during today's meeting. Prior to this meeting, we received proxies and voting instructions from several shareholders on the designated voting items. All shareholders that are following the webcast and would like to vote, also had to issue, had to issue a proxy prior to this meeting. All proxies have been processed and verified by our civil law notary. Shareholders who are with us today in this meeting room and who have not yet issued a proxy, will be able to cast their vote on the designated voting items during this meeting.
These shareholders have received at the registration desk today, their personal login credentials to log into this meeting to cast their votes. Please raise your hand if you have not received these login details or if you are encountering any technical problems. Once I've opened the voting on any agenda item, you are invited to either press four, if you wish to vote in favor of the proposal, or you press against, if you would wish to vote against the proposal, or abstain, if you would wish not to vote. The abstained vote will not be included when determining the voting results. You will be able to change your vote until the voting round has been closed by me. After each round of voting, the total number of votes cast and the final voting results will be shown on screen.
This will be done by adding up all votes already received by means of proxy and the votes cast during this meeting. The civil law notary will monitor this process. A total number of 1,104 shareholders and 148 million and a lot more, so roughly 149 million shares is represented today and is entitled to vote on all items on the agenda. As explained in the explanatory notes to the agenda for today's meeting, the board proposes to appoint Dr. Richard Peters by binding nomination, to nominate him as a non-executive director, effective as of the closing of this EGM for terms of four years. In accordance with Pharming's articles of association, the binding nomination may be rejected with a simple majority of the co- votes cast, provided that these votes represent at least one third of the issued capital.
If the nomination is rejected by a simple majority of votes cast, but this majority does not represent at least a third of the issued capital, a new meeting could be convened. During that meeting, the nomination may be rejected with a simple majority of votes cast. In that event, the board will draw up a new nomination. I'm now opening the voting on the proposal to appoint Dr. Richard Peters, by way of binding nomination for a period of four years. Please make your choice. I will now close the voting. The voting results, including the votes received by means of proxy, will be shown on the screen in a few seconds. I'm pleased to confirm that the proposal has been adopted by our shareholders with a 99.94% majority. So Peter, Richard, congratulations. ...
Join us here at the desk. As mentioned earlier, this means that Dr. Peters has now also been appointed as the new chair of the board, effective the closing of today's meeting. Congratulations.
Thank you.
On behalf of the entire board, I wish you every success in your new role. We're very happy to have you.
Thank you very much. Thank you all.
The appointment of Dr. Peters also means that the term of our current chair, Mr. Paul Sekhri, will end today. During the Annual General Meeting that was held earlier this year on seventeenth May, Paul thanked several people, and especially you, our shareholders, for your unwavering support of the company and its mission and vision over the years. It's been really appreciated. Mr. Sekhri is thrilled with the appointment of Dr. Peters and has been actively involved to ensure a seamless and smooth transition. He wishes Dr. Peters great success and is confident in his ability to drive the continued growth of Pharming. Now, I would like to give the floor to our CEO.
Thank you, Jabine. Yeah, it's probably good at this important juncture for the company to look a little bit back over the time that Paul was on our board and our chair. And for those of you who in our company for a longer time, you know that 2015, when Paul joined the board, it all looked very different. We just had our product, RUCONEST, approved in the United States, and it was already approved in Europe, and it was partnered, and our partnered partners had been acquired and subsequently again, acquired. So we were looking at a critical moment in the history of the company, whether the royalty receipts from that, those partnerships would be sufficient to support the company.
It was at that point in time that Paul stepped up to the chair in the beginning of 2016, when it was looking not very good because the second partner had been sold to the third partner in the United States. I'm afraid the expectations of sales were not working out as was expected, nor were the royalty incomes sufficient to keep the company afloat for a longer period of time. In short, a successful company with a product that was approved in both the United States and Europe, something that no Dutch biotech company had ever done before. Nevertheless, commercially, it was looking quite bleak. It was at that point in time that we start sitting together and said, "What now?
What next?" Because we have to basically make sure that the company is going to be viable. And it was here that we said, you know, we started out on the single most important transaction that the company did in the history so far, buying back the US rights for RUCONEST. And it was actually Paul Sekhri, who in the back with his enormous, second-to-none network in the industry, played an absolutely vital role here to make sure that this deal actually was clinched with Valeant Pharmaceuticals at the end of 2016.
So I think that, it's something worth mentioning at this point in time, when Paul steps back as a chair, that the company, currently successful commercial stage company with two products on the market, and subsequently, after our first product, we launched our second product, had never would have never been like this in this stage before and would have probably had a very, very different path forward, since 2016. And that's something I would like to remind you, and I would like to thank Paul, on behalf of everybody in Pharming, for his great contribution and his essential contribution, I would like to say, to this success, that we where we have the strong foundation now, where we can build our company going forward.
Of course, we are very happy with Richard having joined us as a new chair, and we look forward to a new episode of even bigger growth of the company going forward. Thank you very much.
Thank you, Sijmen. On behalf of the entire board, I would also like to take the opportunity to thank Paul for his high commitment to Pharming. He has made substantial contributions, as has been explained just by Sijmen, and also that he was a great leader for our board and helped us to advise the executive team, and the company wisely. So we will miss him, and we thank him tremendously for the work that he's done, and we wish him all the best. And again, Richard, we're very happy to have you to take over his seat. I propose I will now move on to the third agenda item, the remuneration of the new chair. Under this agenda item, we present the proposal to our shareholders to approve the increase of the annual fee to be paid to Dr.
Peters as our new chair. Steven, I hope you're online. Could you please introduce this agenda item as chairman of the Remuneration Committee?
Thank you, Jabine. Absolutely. Good afternoon, allemaal. Good afternoon, and good morning. I'm sorry I can't be with you in person. I'm stuck due to a visa issue here in the United States, but I am delighted to discuss the next topic. First of all, also on behalf of the Remuneration Committee, a warm welcome and congratulations to Richard. We all look forward to working with you. And also, we would like to express our gratitude and appreciation for Paul, for all the leadership he provided. So let's move to the agenda item. In the 2022 remuneration report, Pharming already signaled the need to increase the compensation of the new chair in order to attract the right caliber candidate and bring in the right level of experience.
This was also based on the fact that we engaged Aon Radford, an external advisor in compensation, for a benchmark of the fees payable to the new chair of the board. Pursuant to the current remuneration policy for the board of directors, the current annual fee payable to the chair of the board of directors equals 65,000 EUR in cash and 40,000 EUR in unrestricted shares. As we've set out in the explanatory notes, the board of directors seeks approval from the general meeting today to increase the current cash retainer for Dr. Peters as our new chair by 25,000 EUR - 90,000 EUR per annum.
The annual grant of 40,000 unrestricted shares remains unchanged, subject of course to the remaining also unchanged provisions of the current remuneration policy. Maybe a word of why we think it's necessary to propose this change. We think that this increase is appropriate in the context of the enhanced and growing tasks and responsibilities associated with the position of the chair of a one-tier board. As you know, we see a growing involvement of the board, which we think is positive. We also consider this appropriate in the context of the solid growth in the past years and growth ambitions for the company in the future.
We have a significant presence commercially in the U.S., which totally accounts for more than 97% of the sales of the company, and I'll come back to that, why that is relevant. Therefore, in order to be competitive in the market, the board considered this proposal required. Pharming has set the objective to align itself with European best practices in the field of compensation and remuneration. Given our presence in the U.S. and the importance of our growth in the U.S., we also need to, both as we have such a critical presence. In the agenda notes of being for according to the compensation of EUR 60,000 cash, the chair of the trails, 20% above the European and the U.S. peers.
And so hence why we wish to increase the cash retainer to ensure that the compensation of the new chair looks at a position 50th percentile European peers. Also, asked him to look at the grants for non-executive, as these are common, as about 40% of our European peers also have equity programs for non-executives. And so we noticed that the annual equity grants to the chair are just below the European market, 50th percentile, and below the U.S. market, 25th percentile. The grant of shares to Dr. Peters as our new chair will be retained as part of the fixed annual without further changes. As the proposed compensation increased cash retainer and the stable equity grant for Dr.
Peters will position this compensation at the fiftieth percentile of the European market, and trails the fiftieth percentile of the U.S. peers. Jabine, that's all I had to share today, and back to you. Thank you.
Thank you, Steven. You broke up quite a bit. Is it worthwhile for me to repeat the text for Steven, or was it clear enough? I'm happy to repeat it, but also happy to leave it. Repeat it?
Yeah.
Yeah, I'll repeat it, just to make sure that everyone could completely follow it. The text that was used in Steven's piece that was broken off is as follows: The Board of Directors is of the opinion that a proposed increase is appropriate in view of the company's solid growth in the past year, a significant and still growing presence in the U.S. market, which accounts for more than 97% of sales today, the company's growth strategy and ambitions, and the enhanced tasks and responsibilities associated with the position of chair of a one-tier board. The board also engaged Aon Radford for a benchmark of the fees payable to the new chair of the board to ensure alignment of the fees with the market.
You will find an overview of the European and U.S. peers selected for the benchmark in the explanatory notes to the agenda for today's meeting. Pharming has set objectives 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 U.S. According to the Aon Radford benchmark report, the current annual cash retainer of EUR 65,000 for the Chair of the Board of Directors trails at the 25th percentile for both European and U.S. peers. Pharming wishes to increase the cash retainer to ensure that the compensation of the new Chair will be positioned at the 50th percentile of the European peers.
The Aon Radford report confirms that equity grants to non-executives are common in the U.S., while 47% of our European peers also have equity programs for their non-executives. Pharming's annual equity grants to the share are just below the European market 50th percentile and below the U.S. 25th percentile. The grant of shares to Dr. Peters, as our new chair, will be retained as part of the fixed annual remuneration without further changes. The proposed combination of the cash retainer and equity grant for Dr. Peters equals the 50th percentile of the European and trails the 50th percentile of the U.S. peers.
Now, and before we start with the voting, I've been informed that it's important, that I mention the amount of shares as represented there today, precisely and not rounded, so it's 148,947,692 shares. All right. We'll now move on to the voting on the proposed proposal presented under this agenda item, as further explained in the explanatory notes, to the agenda of this EGM. I-
Thank you. Any questions on this topic? Thank you very much. No further questions. I am opening the voting now for this topic. I will now close the voting. The voting results, including the votes received by means of proxy, will be shown on the screen in a few seconds. There it is. I am pleased to confirm the proposal has been adopted by our shareholders with a 99.10% majority. Thank you very much for that. That moves us to item four, any other business. Under this agenda, we will address questions that are of a more generic nature, but obviously to the extent that the topics are in scope for this meeting. Please go to the microphone if you have any questions. There are no further questions. I am therefore now closing this meeting, and thank you all for your attendance today.
We look forward to meeting you all again soon during one of our webinars or one of our many planned corporate events. I would like to invite our shareholders present in this meeting room to join us for a drink. Thank you very much.