IMPORTANT NOTICE THIS DOCUMENT IS NOT FOR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISIDICTION IN VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. THIS DOCUMENT IS BEING MADE AVAILABLE ONLY TO INVESTORS WHO ARE LOCATED OUTSIDE OF THE UNITED STATES OR IN LIMITED CIRCUMSTANCES TO US PERSONS (AS DEFINED IN REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT) WHO ARE QUALIFIED INSTITUTIONAL BUYERS (QIBs) AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT OR OTHERWISE TO PERSONS TO WHOM IT CAN BE LAWFULLY DISTRIBUTED. IMPORTANT: You must read the following before continuing. The following applies to the prospectus (the Prospectus) following this page and you are therefore advised to read this page carefully before reading, accessing or making any other use of the Prospectus. In accessing the Prospectus, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from the Company (as defined in the Prospectus), as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION, AND THE SECURITIES MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, WITHIN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THE ATTACHED PROSPECTUS MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER AND, IN PARTICULAR, MAY NOT BE FORWARDED TO ANY U.S. ADDRESS. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORISED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE SECURITIES DESCRIBED IN THE ATTACHED DOCUMENT. Confirmation of your representation: In order to be eligible to view the attached Prospectus or make an investment decision with respect to the securities being offered, prospective investors must be (i) located outside the United States or (ii) QIBs acquiring for their account or the account of other QIBs. The Prospectus is being provided to you at your request, and by accessing the Prospectus you shall be deemed to have represented to the Company that (i) you and any customers you represent are located outside of the United States and any electronic mail address that you gave us and to which the Prospectus may have been delivered is not located in the United States, its territories and possessions, any State of the United States or the District of Columbia; or (ii) you are a QIB acquiring the securities referred to herein for your own account and/or for another QIB and that you consent to delivery of such Prospectus by electronic transmission. You are reminded that the Prospectus has been provided to you on the basis that you are a person into whose possession the Prospectus may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver the Prospectus to any other person. The materials relating to the Offer (as defined in the Prospectus) do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. This electronic transmission and the Prospectus are only addressed to and directed at persons in member states of the European Economic Area, other than the Netherlands, who are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC and amendments thereto, including Directive 2010/73/EU to the extent implemented in a relevant EEA Member State) (Qualified Investors). In addition, in the United Kingdom, this electronic transmission and the Prospectus are each being distributed only to, and are directed only at, (i) investment professionals (within the meaning of Article 19(5) 1 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the Order)), (ii) high net worth companies (within the meaning of Article 49(2) of the Order); and (iii) persons to whom it may otherwise lawfully be distributed (all such persons together being referred to as relevant persons). This electronic transmission and the Prospectus must not be acted on or relied on (a) in the United Kingdom, by persons who are not relevant persons and (b) in any member state of the European Economic Area other than the United Kingdom, by persons who are not Qualified Investors. Any investment or investment activity to which the Prospectus relates is available only to relevant persons in the United Kingdom and Qualified Investors in any member state of the European Economic Area other than the United Kingdom, and will be engaged in only with such persons. The Prospectus has been provided to you in electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of the Company (as defined in the Prospectus), any person who controls them or any director, officer, employee or agent of them or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Prospectus provided to you in electronic format and a hard copy version that may be available to you on request from the Company. 2 PHARMING GROUP N.V. a public limited liability company (naamloze vennootschap) incorporated in the Netherlands with its statutory seat (statutaire zetel) in Leiden, the Netherlands Rights offer of 58,943,624 new ordinary shares at an issue price of €0.205 per ordinary share This document (including the documents incorporated by reference herein, the Prospectus) relates to the offer by Pharming Group N.V. (Pharming or the Company) of up to 58,943,624 new ordinary shares with a nominal value of €0.01 each (the New Shares) at an issue price of €0.205 per New Share (the Issue Price), which has been set at a discount of 10% to the 20-day volume weighted average price of the Shares up to 18 November 2016, the business day before publication of the Prospectus. Subject to applicable securities laws and the terms set out in the Prospectus, the holders of ordinary shares (the Shareholders) at the Record Date (as defined below) are being granted transferable subscription rights to subscribe for the New Shares pro rata to their shareholding in the Company. Shareholders as of the Record Date and subsequent transferees of the Rights (as defined below), in each case who are able to give the representations and warranties set out in Chapter 14 "Selling Restrictions", are Eligible Persons with respect to the Rights Offer (as defined below). The offer (the Offer) comprises: (1) the rights offer (the Rights Offer) in which Shareholders as of 17:40 Central European Time (CET) on 22 November 2016 (the Record Date) will be granted one transferable subscription right for each existing Share held on that date (the Rights, and together with the New Shares, the Offer Securities) to subscribe for New Shares at the Issue Price, and (2) the rump offer (the Rump Offer), in which New Shares for which Rights have not been validly exercised during the Exercise Period (as defined below) (the Rump Shares) may be placed with certain QIBs or other Eligible Persons at the Issue Price. The statutory pre-emptive rights (wettelijke voorkeursrechten) of the Shareholders in respect of the Offer have been excluded. The purpose of the Offer is to provide funds to help the Company to meet the upfront payment in an announced deal with certain subsidiaries of Valeant Pharmaceuticals International, Inc. (Valeant) (the Transaction) of US$60 million (approximately €56.7 million) (the Upfront Amount), and to enable the acceleration of sales efforts for RUCONEST® in North America after the Transaction. The Upfront Amount will be financed by the net proceeds of New Shares, private placements of convertible bonds and a new straight debt facility as further described in Chapter 10 “Transaction with Valeant”. The Rights Offer will be made by way of (a) a public offer in the Netherlands, in accordance with Regulation S (Regulation S) under the US Securities Act of 1933, as amended (the Securities Act), (b) private placements to Shareholders outside the United States of America (the USA or US) in accordance with Regulation S and applicable securities laws of the relevant jurisdiction and (c) private placements in the United States only to Shareholders in transactions that are exempt from, or not subject to, the registration requirements of the Securities Act. The Rump Offer will be made by way of (1) private placements to certain institutional investors outside the United States in accordance with Regulation S under the Securities Act and applicable securities laws of the relevant jurisdiction and (2) private placements in the United States only to qualified institutional buyers (QIBs) as defined in Rule 144A under the Securities Act (Rule 144A) in transactions that are exempt from, or not subject to, the registration requirements of the Securities Act.