To Be Held on September 14, 2017,June 17, 2020 at 9:2:30 a.m.p.m., Central European Summer Time

This proxy statement (the “Proxy Statement”), which includes the explanatory notes to the agenda for the Extraordinary2020 Annual General Meeting of Shareholders (the “Extraordinary“2020 Annual Meeting”), and the accompanying proxy card (the “Proxy Card”), are being furnished with respect to the solicitation of proxies by the Board of Directors (the “Board”) of uniQure N.V., a public company with limited liability ((naamloze vennootschap) vennootschap) under the laws of the Netherlands (the “Company,” “uniQure” or “we”), for the Extraordinary2020 Annual Meeting.  The Extraordinary2020 Annual Meeting will be held September 14, 2017, at 9:2:30 a.m CEST,p.m. Central European Summer Time, on June 17, 2020, and at any adjournment thereof, in person at the Company’s principal executive offices, Paasheuvelweg 25a, 1105BP1105 BP Amsterdam, the Netherlands.Netherlands, and over the Internet via live audio webcast.

The approximate date on which the Proxy Statement and Proxy Card are intended to be first being sent or given to the Company’s shareholders (each a “Shareholder”,“Shareholder and collectively, the “Shareholders”) is August 18, 2017.May 20, 2020.

The purposes of the Extraordinary2020 Annual Meeting are to discuss andand/or vote on the following:

Who May Vote

Shareholders of record of our ordinary shares (the “Ordinary Shares”) as ofat the close of business Eastern Time on August 17, 2017May 20, 2020 (the “Record Date”) are entitled to receive notice of and to vote at the Extraordinary2020 Annual Meeting and any adjournment thereof.  On August 11, 2017,March 31, 2020, we had issued and outstanding 25,629,09944,299,596 Ordinary Shares.  We have no other securities entitled to vote at the Extraordinary2020 Annual Meeting.  Each Ordinary Share is entitled to one vote on each matter. There is no cumulative voting.

A list of Shareholders entitled to vote at the Extraordinary2020 Annual Meeting will be available at the Extraordinary2020 Annual Meeting and will also be available for ten (10) days prior to the Extraordinary2020 Annual Meeting, during regular office hours, at the principal executive offices of the Company, located at Paasheuvelweg 25a, 1105BP1105 BP Amsterdam, the Netherlands, by contacting investor relations.Investor Relations at uniQure N.V., Paasheuvelweg 25a, 1105 BP Amsterdam, the Netherlands, by telephone at +1-339-970-7000, or by email to investors@uniQure.com.

Each matter proposed byUnder the Board shall be adopted by a simple majority of the votes cast at the Extraordinary Meeting. Under ourCompany’s Articles of Association and the Nasdaq rules, the presence at the Extraordinary2020 Annual Meeting of 33 1/3% of the outstanding Ordinary Shares, representedissued share capital, present in person or represented by proxy, is required for a quorum. “Abstentions“Abstentions” and “broker non-votes,” if any, will be counted as present and entitled to vote for purposes of determining whether a quorum is present for the transaction of business at the meeting.

Each matter proposed by the Board, other than with respect to the appointment of directors and the exclusion or limitation of preemptive rights upon the issuance of Ordinary Shares and granting of rights to subscribe for Ordinary Shares, shall be adopted by a simple majority of the votes cast at the 2020 Annual Meeting. Brokers will have discretion to vote only with respect to Voting Proposal No. 10.

Consistent with Dutch law and the Company’s Articles of Association, executive directors and non-executive directors are appointed by a general meeting from a binding nomination by the non-executive directors. The proposed candidate specified in the binding nomination shall be appointed, provided that the requisite quorum is present or represented at the general meeting, unless the nomination is overruled by the general meeting (which would result if a majority of at least two-thirds of the votes cast, which majority represents more than half of the issued share capital, vote “against” the appointment of such director, with abstentions, “blank votes”, “broker non-votes” and invalid votes not considered votes cast), in which case he or she will not be appointed.

“Broker non-votes” are shares represented at the Extraordinary2020 Annual Meeting held by brokers, bankers or other nominees (i.e., in “street name”) andthat are not voted on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner. Generally, brokerage firms may vote to ratify the selection of independent auditors and on other “discretionary” or “routine” items. In contrast, brokerage firms may not vote to electappoint directors, because those proposals are considered “non-discretionary” items. Accordingly, if you do not instruct your broker how to vote your shares on “non-discretionary” matters, your broker will not be permitted to vote your shares on these matters.  This is a “broker non- vote.”

Methods of Voting

If you are a record holder of Ordinary Shares at the close of business Eastern Time on August 17, 2017,May 20, 2020, you may vote as follows:

·                  By Internet.  Access the website of the Company’s tabulator, Computershare, at:

http://www.investorvote.com/QURE, using the voter control number printed on the furnished proxy card.  Your shares will be voted in accordance with your instructions.  You must specify how you want your shares voted or your Internet vote cannot be completed and you will receive an error message.  If you vote on the Internet, you also may request electronic delivery of future proxy materials.

·                  By Telephone.  Call 1-800-652-8683 toll-free from the U.S., U.S. territories and Canada and follow the instructions on the enclosed proxy card.  Your shares will be voted in accordance with your instructions.  You must specify how you want your shares voted or your telephone vote cannot be completed. You must have the control number that is included on the proxy card when voting.

·                  By Mail.  Complete and mail a proxy card in the enclosed postage prepaid envelope to the address provided.  Your proxyshares will be voted in accordance with your instructions.  If you are mailed or otherwise receive or obtain a proxy card, and you choose to vote by telephone or by Internet, you do not have to return your proxy card.

·                  In Personperson at the Meeting.  If you attend the Extraordinary2020 Annual Meeting in person, be sure to bringprovide a form of personal picture identification with you.at the meeting. You may deliver your completed proxy card in person, or you may vote by completing a ballot, which will be available at the meeting.  Directions to the 2020 Annual Meeting are available by contacting Investor Relations at uniQure N.V., Paasheuvelweg 25a, 1105BP1105 BP Amsterdam, the Netherlands, telephone number +1-339-970-7000, email investors@uniQure.com.

If you attend the 2020 Annual Meeting over the Internet via live audio webcast, you will not be able to vote the shares you hold in real time over the Internet via live audio webcast, so please ensure that you vote in advance of the 2020 Annual Meeting by Internet, by telephone or by mail, such in accordance with the above instructions. To be sure that your vote will be received in time (and no later than 6:00 p.m. Central European Summer Time on June 16, 2020), please cast your vote by your choice of available means at your earliest convenience.

If your Ordinary Shares are held in street name (held for your account by a broker or other nominee) at the close of business Eastern Time on August 17, 2017,May 20, 2020, you may vote:

·                  By Internet or By Telephone.You will receive instructions from your broker or other nominee if you are permitted to vote by internet or telephone.

·                  By Mail.You will receive instructions from your broker or other nominee explaining how to vote your shares.

·                  In Person at the Meeting.If you attend the meeting,2020 Annual Meeting in person, in addition to a form of personal picture identification, you should bring an account statement or a letter from the record holder indicating that you owned the shares as of the record date,andcontact the broker or other nominee who holds your shares to obtain a broker’s proxy card and bringprovide it with you toat the meeting.

If you attend the 2020 Annual Meeting over the Internet via live audio webcast, you will not be able to vote the shares you hold in street name in real time over the Internet via live audio webcast, so please ensure that you vote in advance of the 2020 Annual Meeting by Internet, by telephone or by mail, such in accordance with the above instructions. To be sure that your vote will be received in time (and no later than 6:00 p.m. Central European Summer Time on June 16, 2020), please cast your vote by your choice of available means at your earliest convenience.

Board’s Recommendations

The Board recommends a vote:

·                  Voting Proposal No. 1: “FOR” electionadoption of Jeremy P. Springhorn, Ph.D. to the Board.2019 Dutch statutory annual accounts and treatment of the results.

·                  Voting Proposal No. 2: “FOR” electiondischarge of liability of the members of the Board.

·                  Voting Proposal No. 3: “FOR” reappointment of Madhavan Balachandran to the Board.as a non-executive director.

·                  Voting Proposal No. 4: “FOR” reappointment of Jack Kaye as a non-executive director.

·                  Voting Proposal No. 5: “FOR” reappointment of Jeremy Springhorn as a non-executive director.

·                  Voting Proposal No. 6: “FOR” appointment of Leonard Post as a non-executive director.

·                  Voting Proposal No. 7: “FOR” renewing the designation of the Board as the competent body to issue Ordinary Shares and grant rights to subscribe for Ordinary Shares.

·                  Voting Proposal No. 8: “FOR” reauthorizing the Board to exclude or limit preemptive rights upon the issuance of Ordinary Shares and granting of rights to subscribe for Ordinary Shares.

·                  Voting Proposal No. 9: “FOR” reauthorization of the Board to repurchase Ordinary Shares.

·                  Voting Proposal No. 10: “FOR” appointment of KPMG Accountants N.V. as external auditors of the Company for the financial year 2020.

·                  Voting Proposal No. 11: “FOR” on an advisory basis, the compensation of the named executive officers of the Company.

Voting by Proxy

The Ordinary Shares represented by any proxy duly given will be voted at the Extraordinary2020 Annual Meeting in accordance with the instructions of the Shareholder.  You may vote “FOR” or “AGAINST” or “ABSTAIN” from each of the proposals. If no specific instructions are given, the shares will be voted “FOR” the voting proposals described in this Proxy Statement.  In addition, if any other matters come before the Extraordinary2020 Annual Meeting, the persons named in the accompanying Proxy Card will vote in accordance with their best judgment with respect to such matters.

If we receive a signed and dated proxy card or receive your instructions by Internet or by telephone and your instructions do not specify how your shares are to be voted, your shares will be voted with the aforementioned Board’s recommendations.

Revoking Your Proxy

Even if you execute a proxy, you retain the right to revoke it and to change your vote, by notifyingor to attend and vote personally at the 2020 Annual Meeting or any adjournment thereof if you attend in person.  You must notify us at any time beforeof your intention to revoke your proxy is voted.no later than 6:00 p.m. Central European Summer Time on June 16, 2020. Such revocation may be effected in writing by execution of a subsequently dated proxy, or by a written notice of revocation, sent to the attention of Investor Relations at the address of our principal executive officeoffices set forth above, or by your attendance and voting in person at the Extraordinary Meeting or any adjournment thereof.above.  Unless so revoked, the shares represented by a proxy, if received in time, will be voted in accordance with the directions given therein.

If the Extraordinary2020 Annual Meeting is postponed or adjourned for any reason, at any subsequent reconvening of the Extraordinary2020 Annual Meeting, all proxies will be voted in the same manner as the proxies would have been voted at the original convening of the Extraordinary2020 Annual Meeting (except for any proxies that have at that time effectively been revoked or withdrawn).

You are requested, regardless of the number of shares you own or your intention to attend the Extraordinary2020 Annual Meeting, whether in person or over the Internet via live audio webcast, to vote by proxy as soon as possible by proxy.possible.  You do not need to affix postage to the enclosed reply envelope if you mail it within the United States.

Solicitation of Proxies

The expenses of solicitation of proxies will be paid by the Company. We may solicit proxies by mail, by electronic mail or by phone through agents of the Company.  Additionally, the employees of the Company, who will receive no extra compensation therefor, may solicit proxies personally, by telephone, electronic mail, facsimile or mail.  The Company will also reimburse banks, brokers or other institutions for their expenses incurred in sending proxies and proxy materials to the beneficial owners of shares held by them. The Company will not be making a solicitation through specially engaged employees or paid solicitors.

Delivery of Proxy Materials to Households

Only one copy of the Company’s Annual Report on Form 10-K and this Proxy Statement will be delivered to an address where two or more Shareholders reside unless we have received contrary instructions from a Shareholder residing at such address.  AUpon written or oral request from a Shareholder, we will promptly deliver a separate copy of the Annual Report on Form 10-K, the Proxy Statement, Notice of Internet Availability of Proxy Materials, and Proxy Card will be delivered to each Shareholder at the shared address.

If you are a Shareholder who lives at a shared address and you would like additional copies of the Annual Report on Form 10-K, the Proxy Statement, or any future annual reports or proxy statements, please contact InvestorsInvestor Relations, uniQure N.V., Paasheuvelweg 25a, 1105BP1105 BP Amsterdam, the Netherlands, by telephone numberat +1-339-970-7000 or by email at investors@uniQure.com, and we will promptly mail you copies.  This Proxy Statement isand the Annual Report on Form 10-K are also available athttp://www.edocumentview.com/QURE.  If you are receiving multiple copies of this Proxy Statement and the Annual Report on Form 10-K at your household and wish to receive only one, please contact Investor Relations at the mailing address, phone number or email address listed above.

Voting Results

The preliminary voting results will be announced at the Extraordinary2020 Annual Meeting. The final results will be disclosed in a Current Report on Form 8-K within four days after the meeting date.

Status as an “emerging growth company”

We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups (JOBS) Act of 2012 and, as such, have elected to comply with certain reduced public company reporting requirements. These reduced reporting requirements include reduced disclosure about our executive compensation arrangements and no non-binding advisory votes on executive compensation. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our initial public offering in February 2014, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

Contact for Additional Questions

If you hold your shares directly, please contact Investor Relations at uniQure N.V., Paasheuvelweg 25a, 1105BP1105 BP Amsterdam, the Netherlands, by telephone numberat +1-339-970-7000, or by email at investors@uniQure.com. If your shares are held in street name, please use the contact information provided on your voting instruction form or contact your broker or other nominee holder directly.

AGENDA ITEM I—I

OPENING AND ANNOUNCEMENTS

The Chairman will open the Extraordinary2020 Annual Meeting and make any announcements.

AGENDA ITEMSITEM II

REPORT ON THE FINANCIAL YEAR 2019

This item is for discussion only.

Under this agenda item, the Board will discuss the business and results of operations of the Company as contained in the Dutch statutory annual report for the year ended December 31, 2019 (the “2019 Dutch Statutory Annual Report”). Our 2019 Dutch Statutory Annual Report includes our consolidated financial statements for the year ended December 31, 2019, for the uniQure N.V. group, which are comprised of the consolidated statements of financial position, consolidated statements of profit and loss and other comprehensive income, consolidated statements of changes in equity and consolidated statements of cash flows with explanatory notes thereto prepared in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the European Union, as well as stand-alone Company-only financial statements of uniQure N.V. for the year ended December 31, 2019, comprising uniQure N.V.’s Company-only statement of financial position and the Company-only statement of profit and loss with explanatory notes thereto prepared in accordance with Book 2 of the Dutch Civil Code (together the “2019 Dutch Statutory Annual Accounts”), as well as the Report of the Board of Directors.

The contents of the corporate governance chapter in the 2019 Dutch Statutory Annual Report, including the Company’s compliance with the Dutch Corporate Governance Code, will also be submitted for discussion.

AGENDA ITEM III

EXPLANATION OF THE APPLICATION OF THE REMUNERATION POLICY

This item is for discussion only.

Under this agenda item, an explanation will be provided on how the Company’s remuneration policy was applied in fiscal year 2019.

AGENDA ITEM IV

VOTING PROPOSALSPROPOSAL NO. 1 - ADOPTION OF THE 2019 DUTCH STATUTORY ANNUAL ACCOUNTS
 AND TREATMENT OF THE RESULTS

As a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands, we are required by both Dutch law and our Articles of Association to prepare the Dutch statutory annual accounts and submit them to our Shareholders for confirmation and adoption. Our 2019 Dutch Statutory Annual Accounts differ from the consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2019, that were prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), and filed with the SEC. Our 2019 Dutch Statutory Annual Accounts contain some disclosures that are not required under U.S. GAAP and that are therefore not contained in our 2019 Annual Report on Form 10-K.

A copy of our 2019 Dutch Statutory Annual Accounts is available on our website at www.uniqure.com or may be obtained by contacting Investor Relations at investors@uniQure.com or by telephone at +1-339-970-7000.

Due to the international nature of our business and pursuant to a prior shareholder authorization, our 2019 Dutch Statutory Annual Accounts have been prepared in the English language.

VOTE REQUIRED

The affirmative vote of a majority of our Ordinary Shares present in person or represented by proxy at the 2020 Annual Meeting and entitled to vote, is required to approve Voting Proposal No. 1. Abstentions and broker non-votes will have no effect on the outcome of this vote.

OUR BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE ADOPTION OF OUR DUTCH STATUTORY ANNUAL ACCOUNTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2019.

AGENDA ITEM V

VOTING PROPOSAL NO. 2 - DISCHARGE OF LIABILITY OF THE MEMBERS OF THE BOARD OF DIRECTORS

At the 2020 Annual Meeting, as contemplated by Dutch law and as is typical for Dutch registered companies, our Shareholders will be asked to grant discharge of liability of the members of our Board in office for the management and conducted policy during the 2019 financial year insofar as the exercise of such duties is reflected in the 2019 Dutch Statutory Annual Report or otherwise disclosed to the 2020 Annual Meeting.

If our Shareholders approve to grant discharge of liability, the members of our Board will not be liable to our Company for actions that such directors took on behalf of our Company in the exercise of their duties in 2019 and as reflected in the 2019 Dutch Statutory Annual Report or otherwise disclosed to the 2020 Annual Meeting.  Therefore, this release does not apply to matters that were not previously disclosed to our Shareholders.  This release also is subject to the provisions of Dutch law relating to liability upon commencement of bankruptcy or other insolvency proceedings.

VOTE REQUIRED

The affirmative vote of a majority of our Ordinary Shares present in person or represented by proxy at the 2020 Annual Meeting and entitled to vote, is required to approve Voting Proposal No. 2. Abstentions and broker non-votes will have no effect on the outcome of this vote.

OUR BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE GRANT OF DISCHARGE OF LIABILITY OF THE MEMBERS OF OUR BOARD IN OFFICE DURING THE FISCAL YEAR ENDED DECEMBER 31, 2019 FOR THE MANAGEMENT AND CONDUCTED POLICY DURING OUR FISCAL YEAR ENDED DECEMBER 31, 2019 INSOFAR AS THE EXERCISE OF SUCH DUTIES IS REFLECTED IN THE 2019 DUTCH STATUTORY ANNUAL REPORT OR DISCLOSED TO THE 2020 ANNUAL MEETING.

AGENDA ITEM VI

VOTING PROPOSAL NO. 3, NO. 4, NO. 5, AND NO. 2—6 - BOARD APPOINTMENTSAPPOINTMENT

The Board is responsible for establishing broad corporate policies and monitoring the overall performance of the Company.  It selects the Company’s senior management, delegates authority for the conduct of the Company’s day-to-day operations to those senior managers and monitors their performance.  Members of the Board are kept informed of the Company’s business by, among other things, participating in Board and Committee meetings and by reviewing analyses and reports provided to them.

The Board is currently made up of sevennine directors.  The termterms of office of twofour non-executive directors, Philip Astley-SparkeJack Kaye, David Schaffer, Madhavan Balachandran and Will Lewis, isJeremy Springhorn, are scheduled to expire on the date of the 20182020 Annual Meeting; the terms of office of three non-executive directors, Philip Astley-Sparke, David Meek, and Paula Soteropoulos, and one executive director, Robert Gut, are scheduled to expire on the date of the 2021 annual general meeting (the “2018 Annual Meeting”);of shareholders; and the term of office of one executive director, Matthew Kapusta, is scheduled to expire on the date of the 20192022 annual general meeting (the “2019 Annual Meeting”); the term of officeshareholders.  Under our Articles of three non-executiveAssociation, all directors Jack Kaye, David Schaffer, and Sander van Deventer, is scheduled to expire on the date of the 2020 annual meeting (the “2020 Annual Meeting”); and the term of office of one non-executive director, Paula Soteropoulos, is scheduled to expire on the date of the 2021 annual meeting (the “2021 Annual Meeting”).  All directors will hold office for a maximum term of four years, or until their earlier death, resignation, removalsuspension or disqualification.dismissal. However, the current practice of the Board is to nominate all directors, both executive and

non-executive, for terms of office of three years.  Our Board has implemented staggered terms to provide for a retirement schedule as required by our Articles of Association do not require the terms of the directors be staggered.Association.

Mr. Lewis previously informedThe Board has nominated Madhavan Balachandran for reappointment to the Board, that he anticipated that he would not be able to remain onserve as a non-executive director until the 2023 annual general meeting of shareholders or until his earlier death, resignation, suspension or dismissal. The Board has nominated Jack Kaye for reappointment to the Board, to serve as a non-executive director until the 2023 annual general meeting of shareholders or until his earlier death, resignation, suspension or dismissal. The Board has nominated Jeremy Springhorn for reappointment to the Board, to serve as a non-executive director until the 2023 annual general meeting of shareholders or until his earlier death, resignation, suspension or dismissal. The Board has nominated Leonard Post for appointment to the Board, to serve as a non-executive director until the 2023 annual general meeting of shareholders or until his earlier death, resignation, suspension or dismissal. Each of Jack Kaye, Madhavan Balachandran, Jeremy Springhorn and Leonard Post has consented to being named in the long term duethis Proxy Statement and to his other business commitments, and thatserve if one or more additional nominees were identified byappointed. Dr. Schaffer is not standing for reappointment to the Board for election, he would resign before the end of hisanother term. Mr. Lewis has notified the Board that he will resign his position on the Board upon the election of one or both of the nominees at the Extraordinary Meeting.

Dr. Sander van Deventer and Mr. Kapusta have agreed that he can best use his knowledge and experience to contribute to the Company by working as the Company’s chief scientific officer and resigning his position on the Board.  The Board unanimously approved these changes, and as of August 7, 2017, Dr. van Deventer was appointed as the Company’s chief scientific officer.  Dr. van Deventer has notified the Board that he will resign his position on the Board upon the election of one or both of the nominees at the Extraordinary Meeting.

The Board of Directors recommends a vote “FOR” the election of each of the nominees listed below.

The namesname, position with the Company and agesage as of the Record Date of the individualsindividual who areis our nomineesnominee for electionappointment as non-executive directors are:a director is:

JEREMY P. SPRINGHORN, PH.D.MADHAVAN BALACHANDRAN Dr. Springhorn most recently served as Partner, Corporate Development at Flagship Pioneering from March 2015 until June 2017 where he worked with VentureLabs (in helping companies in various strategic and corporate development capacities and in creating next generation startups) and Flagship’s Corporate Partners. Prior to joining Flagship, Dr. Springhorn was one of the original scientists at Alexion Pharmaceuticals, where he played an integral role in its antibody engineering capabilities and was one of the original inventors of the drug Soliris. At Alexion Pharmaceuticals, Dr. Springhorn was Vice President of Corporate Strategy and Business Development from 2009 until March 2015 and head of global business development and corporate strategy from December 2006 until 2009. In 2006, Dr. Springhorn moved from research to business development, leveraging much of his drug development experience into the review of opportunities for ultra-orphan diseases. Along with building business development for Alexion, Dr. Springhorn also served as Head of Corporate Strategy as Alexion transitioned from a development firm to a global commercial stage company.  Prior to 1992, Dr. Springhorn received his Ph.D. from Louisiana State University Medical Center in New Orleans and did his postdoctoral training at the Brigham and Woman’s Hospital in Boston.  Dr Springhorn currently serves on the Board of Overseers for Colby College and. Mr. Balachandran, age 69, has served as a member of the scientific advisory board to Arradial Inc. as well as on the Greater New Haven Chapter of the Juvenile Diabetes Research Foundation.

The Nominating and Corporate Governance Committee has recommended the appointment of Dr. Springhorn and the committee andour Board believe that Dr. Springhorn would make a suitable board member because of his knowledge of the life sciences (including drug development) and of business development.

MADHAVAN BALACHANDRAN.since September 2017. Mr. Balachandran has been a director of Catalent (NYSE: CTLT) since May 2017.  Mr. Balachandran was Executive Vice President, Operations of Amgen Inc., a global biotechnology company, from August 2012 until July 2016 and retired as an Executive Vice President in January 2017. Mr. Balachandran joined Amgen in 1997 as Associate Director, Engineering. He became Director, Engineering in 1998, and, from 1999 to 2001, he held the position of Senior Director, Engineering and Operations Services before moving to the position of Vice President, Information Systems from 2001 to 2002. Thereafter, Mr. Balachandran was Vice President, Puerto Rico Operations from May 2002 to February 2007. From February 2007 to October 2007, Mr. Balachandran was Vice President, Site Operations, and from October 2007 to August 2012, he held the position of Senior Vice President, Manufacturing. Prior to his tenure at Amgen, Mr. Balachandran held leadership positions at Copley Pharmaceuticals, now a part of Teva Pharmaceuticals Industries Ltd., and Burroughs WelcomeWellcome Company, a predecessor throughbefore mergers of GlaxoSmithKline plc. Mr. Balachandran holds a Master of Science degree in Chemical Engineering from The State University of New York at Buffalo and an MBA from East Carolina University. We believe Mr. Balachandran is qualified to serve as a Non-Executive Director due to his extensive experience in the biotechnology industry.

The NominatingJACK KAYE. Jack Kaye, age 76, has served as a member of our Board since 2016. Mr. Kaye has also served as Chairman of the Audit Committee of Keryx Biopharmaceuticals, Inc. (NASDAQ: KERX) from 2006 to 2016 and is currently chairman of the Audit Committee and a member of the Compensation Committee of Dyadic International, Inc. (OTC: DYAI). Mr. Kaye began his career at Deloitte LLP, an international accounting, tax and consulting firm, in 1970, and was a partner in the firm from 1978 until May 2006. At Deloitte, he was responsible for servicing a diverse client base of public and private, global and domestic companies in a variety of industries. Mr. Kaye has extensive experience consulting with clients on accounting and reporting matters, private and public debt financings, SEC rules and regulations and corporate governance/Sarbanes-Oxley matters. Prior to retiring, Mr. Kaye served as Partner-in-Charge of Deloitte’s Tri-State Core Client practice, a position he held for more than 20 years. Mr. Kaye has a Bachelor of Business Administration from Baruch College and is a Certified Public Accountant. We believe that Mr. Kaye is qualified to serve as a Non-Executive Director due to his extensive accounting and financial experience.

JEREMY SPRINGHORN, PH.D. Dr. Springhorn, age 57, has served as a member of our Board since September 2017. Since November 2017, Dr. Springhorn has been Chief Business Officer of Syros Pharmaceuticals (NASDAQ: SYRS), Inc. Prior to taking his position at Syros, Dr. Springhorn served as Partner, Corporate Governance Committee has recommendedDevelopment at Flagship Pioneering from March 2015 until June 2017 where he worked with VentureLabs in helping companies in various strategic and corporate development capacities and in creating next generation startups and with Flagship’s Corporate Limited Partners. Prior to joining Flagship, Dr. Springhorn was one of the appointmentoriginal scientists at Alexion Pharmaceuticals, Inc. (NASDAQ: ALXN), where he played an integral role in its antibody engineering capabilities and was one of Mr. Balachandranthe original inventors of the drug Soliris®. At Alexion Pharmaceuticals, Dr. Springhorn was Vice President of Corporate Strategy and Business Development from 2006 until March 2015. Dr. Springhorn started at Alexion in 1992 where he served in various leadership roles in R&D before switching to Business Development in 2006. Prior to 1992, Dr. Springhorn received his Ph.D. from Louisiana State University Medical Center in New Orleans and his BA from Colby College. Dr. Springhorn currently serves on the Board of Directors for NMD Pharma, Board of Advisors for Mythic Therapeutics and the committee and Board believes that Mr. Balachandran would makeof Visitors for Colby College. We believe Dr. Springhorn is qualified to serve as a suitable board member becauseNon-Executive Director due to his knowledge ofextensive experience in the industry and of the operations of life sciences companies.biotechnology industry.

Neither LEONARD POST, PH.D. Dr. Springhorn nor Mr. BalachandranPost, age 67, has over 35 years of experience in the pharmaceutical industry where he has held various global executive positions and has extensive experience in research and development of product candidates. Since July 2016, Dr. Post has served as Chief Scientific Officer of Vivace Therapeutics, an oncology company working on small molecules targeting the hippo pathway, and is also Chief Scientific Officer of its sister company Virtuoso Therapeutics, a company working on bispecific antibodies for oncology.  From February 2010 until June 2016, Dr. Post worked at BioMarin (NASDAQ: BMRN), in various positions including Chief Scientific Officer.   During that time he oversaw the initiation of BioMarin’s first gene therapy project for hemophilia A.  Prior to that, Dr. Post served as Chief Scientific Officer of LEAD Therapeutics, Senior Vice President of Research & Development at Onyx Pharmaceuticals, and Vice President of Discovery Research at Parke-Davis Pharmaceuticals.  He is also currently an advisor to Canaan Partners.  Dr. Post is a virologist by training and did early work on engineering of herpes simplex virus as a postdoctoral fellow.  He has a Bachelor of Science degree in Chemistry from the University of Michigan, and a Doctorate degree in Biochemistry from the University of Wisconsin.

Dr. Post has not previously served as a director or executive officer of the Company.

If elected,the 2020 Annual Meeting approves the appointment of Dr. Post, the Board plans to appoint him to serve on the Research and Development Committee. If appointed, the term of office of Dr. Post will expire on the date of the 2023 Annual General Meeting of Shareholders.  If reappointed, the term of office for each of Mr. Balachandran, Mr. Kay and Dr. Springhorn will expire on the date of the 2020 annual general meeting2023 Annual General Meeting of shareholders andShareholders.

For information as to the term of office forOrdinary Shares held by Mr. Balachandran, will expire on the date of the 2020 annual general meeting of shareholders.

Based upon information requested fromMr. Kaye and provided by each nominee for director concerning their background, employment and affiliations, including family relationships, our Board has determined that each of Dr. Springhorn see “Security Ownership of Certain Beneficial Owners and Mr. Balachandran has no relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and is independent within the meaning of the director independence standards of the Nasdaq rules and the SEC.

If the Extraordinary Meeting approves the appointment of Dr. Springhorn to the Board, the Board plans to appoint him to the Audit Committee and Nominating and Corporate Governance Committee. If the Extraordinary Meetings approves the appointment of Mr. Balachandran to the Board, the Board plans to appoint him to the Compensation Committee.Management.”

There are no arrangements or understandings between the nominees, directors or executive officers and any other person pursuant to which our nominees,nominee, directors or executive officers have been selected for their respective positions.

The Ordinary Shares held by each of Dr. Springhorn and Mr. Balachandran are included  However, the Company has entered into indemnification agreements with its existing non-executive directors pursuant to which the Company agrees to indemnify such directors in “Security Ownership of Certain Beneficial Owners and Management.”certain circumstances.

VOTE REQUIRED

All resolutionsConsistent with Dutch law and our Articles of Association, executive directors and non-executive directors are appointed by a general meeting from a binding nomination by the non-executive directors. The proposed candidate specified in the binding nomination shall be adoptedappointed, provided that the requisite quorum is present in person or represented by a proxy at the 2020 Annual Meeting, unless the nomination is overruled by the general meeting (which would result if a majority of at least a simple majoritytwo-thirds of the votes cast, at the Extraordinary Meeting wherewhich majority represents more than one thirdhalf of the issued share capital, is represented. Each Ordinary Share confersvote “against” the right to cast one vote at the Extraordinary Meeting. Blanc votesappointment or reappointment of such director, with abstentions, “blank votes”, “broker non-votes” and invalid votes shallnot considered votes cast), in which case he or she will not be regarded as not having been cast.  Each proposed non-executive director appointment is considered a separate voting item under Dutch law.appointed.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH OF THESETHE NOMINEES FOR DIRECTOR.

AGENDA ITEM IV—VII

VOTING PROPOSAL NO. 7 - RENEW THE DESIGNATION OF THE BOARD AS THE COMPETENT BODY TO ISSUE ORDINARY SHARES AND GRANT RIGHTS TO SUBSCRIBE FOR ORDINARY SHARES

At the 2020 Annual Meeting, as contemplated by Dutch law and as is typical for Dutch registered companies, our Shareholders will be asked to renew the designation of our Board as the competent body to issue Ordinary Shares and to grant rights to subscribe for Ordinary Shares up to a maximum of (i) our authorized share capital in the event of an underwritten public offering, or (ii)  19.9% of our aggregate issued share capital at the time of issuance in connection with any other single issuance (or series of related issuances), for a term of 18 months with effect from the date of the 2020 Annual Meeting.

Our current authorized share capital consists of 60,000,000 Ordinary Shares, each with a nominal value per share of €0.05.  Under Dutch law and our Articles of Association, we are required to seek the approval of our Shareholders each time we wish to issue shares of our authorized share capital unless our Shareholders have authorized our Board to issue shares.  This authorization may not continue for more than five years but may be given on a rolling basis.  We currently have authorization from our Shareholders to issue Ordinary Shares, or grant rights to subscribe for Ordinary Shares, up to a maximum of (i) our authorized share capital in the event of an underwritten public offering or (ii)  19.9% of our aggregate issued share capital at the time of issuance in connection with any other single issuance (or series of related issuances).  This existing authorization expires on December 19, 2020, and it is common practice for Dutch companies to seek to renew this authorization annually on a rolling basis.  The approval of this voting proposal will maintain our flexibility to allow our Board to issue Ordinary Shares and to grant rights to subscribe for Ordinary Shares without the delay and expense of calling extraordinary general meetings of shareholders. The designation can be used for any and all purposes, including any issuance under the Purchase Plan, subject to statutory limitations, and with the exception of awards granted under the 2014 Amended and Restated Share Option Plan.

We also currently issue Ordinary Shares from our authorized share capital to satisfy our obligations under awards granted under our equity compensation plans, and the Shareholders separately authorized such plans.  Other than ordinary share issuances in connection with our equity compensation plans and any sales deemed to be “at-the-market offerings” pursuant to our supplemental prospectus filed on March 2, 2020 with the United States Securities and Exchange Commission, we do not have any specific plans, proposals, or arrangements to issue any of our authorized Ordinary Shares for any purpose.  However, in the ordinary course of our business, our Board may determine from time to time that the issuance of authorized and unissued shares is in the best interests of our Company, including in connection with equity compensation or future acquisitions or financings.

This authority to issue shares is similar to that generally afforded under state law to the boards of directors of public companies domiciled in the United States. Management believes that retaining the flexibility to allow our Board to issue our Ordinary Shares for acquisitions, financings or other business purposes in a timely manner without first obtaining specific shareholder approval is important to our continued growth.  Furthermore, our Ordinary Shares are listed on the Nasdaq Global Select Market, and the issuance of additional shares will remain subject to Nasdaq

rules.  For example, one of the Nasdaq rules requires shareholder approval for the issuance of shares in a private placement in excess of 20% of the shares outstanding, with several exceptions.

If our Shareholders do not renew the designation of our Board as the competent body to issue Ordinary Shares and to grant rights to subscribe for Ordinary Shares, then the previous authorization would remain in place, and our Board would continue to retain authority to issue Ordinary Shares and to grant rights to subscribe for Ordinary Shares pursuant to that authorization until it expires on December 19, 2020.

VOTE REQUIRED

The affirmative vote of a majority of our Ordinary Shares present in person or represented by proxy at the 2020 Annual Meeting and entitled to vote, is required to approve Voting Proposal No. 7. Abstentions and broker non-votes will have no effect on the outcome of this vote.

OUR BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE RENEWAL OF THE AUTHORITY OF OUR BOARD TO ISSUE OUR ORDINARY SHARES AND GRANT RIGHTS TO SUBSCRIBE FOR OUR ORDINARY SHARES UP TO A MAXIMUM OF (I) OUR AUTHORIZED SHARE CAPITAL IN THE EVENT OF AN UNDERWRITTEN PUBLIC OFFERING OR (II) 19.9% OF OUR AGGREGATE ISSUED SHARE CAPITAL AT THE TIME OF ISSUANCE IN CONNECTION WITH ANY OTHER SINGLE ISSUANCE (OR SERIES OF RELATED ISSUANCES), FOR A TERM OF 18 MONTHS WITH EFFECT FROM THE DATE OF THE 2020 ANNUAL MEETING.

AGENDA ITEM VIII

VOTING PROPOSAL NO. 8 - REAUTHORIZE THE BOARD TO EXCLUDE OR LIMIT PREEMPTIVE RIGHTS UPON THE ISSUANCE OF ORDINARY SHARES AND GRANTING OF RIGHTS TO SUBSCRIBE FOR ORDINARY SHARES

Under Dutch law, holders of our Ordinary Shares would generally have a pro rata pre-emptive right of subscription to any of our Ordinary Shares issued for cash. A pre-emptive right of subscription is the right of our current Shareholders to maintain their percentage ownership of our Ordinary Shares by buying a proportional number of any new Ordinary Shares that we issue. However, Dutch law and our Articles of Association permit our Shareholders to authorize our Board to exclude or limit these pre-emptive rights. This authorization may not continue for more than five years, but may be given on a rolling basis. We currently have authorization from our Shareholders to exclude or limit these pre-emptive rights, which authorization expires on December 19, 2020, and it is common practice for Dutch companies to seek to renew this authorization annually on a rolling basis.

At the 2020 Annual Meeting, we are asking our Shareholders to renew the authority of our Board to exclude or limit pre-emptive rights in relation to our Ordinary Shares and rights to subscribe for our Ordinary Shares in connection with the issuance or granting thereof for a term of 18 months with effect from the date of the 2020 Annual Meeting.

If our Shareholders do not renew the authority of our Board to exclude or limit preemptive rights in relation to our Ordinary Shares and rights to subscribe for our Ordinary Shares on the terms set forth above, then the previous authorization would remain in place, and our Board would continue to retain authority to exclude or limit preemptive rights to subscribe for our Ordinary Shares pursuant to that authorization until it expires on December 19, 2020.

VOTE REQUIRED

The affirmative vote of a majority of our Ordinary Shares present in person or represented by proxy at the 2020 Annual Meeting and entitled to vote, or the affirmative vote of a two-thirds majority of our Ordinary Shares present in person or represented by proxy at the 2020 Annual Meeting and entitled to vote if only less than half of the issued share capital is so present or represented at the 2020 Annual Meeting, is required to approve Voting Proposal No. 8. Abstentions and broker non-votes will have no effect on the outcome of this vote.

OUR BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE AUTHORITY OF THE BOARD TO EXCLUDE OR LIMIT PRE-EMPTIVE RIGHTS FROM TIME TO TIME, FOR A TERM OF 18 MONTHS WITH EFFECT FROM THE DATE OF THE 2020 ANNUAL MEETING.

AGENDA ITEM IX

VOTING PROPOSAL NO. 9 - REAUTHORIZE THE BOARD TO REPURCHASE ORDINARY SHARES

At the 2020 Annual Meeting, as contemplated by Dutch law and as is typical for Dutch registered companies, our Shareholders will be asked to authorize our Board to acquire the Company’s own fully paid-up Ordinary Shares up to a maximum of 10% of the issued share capital of the Company for a period of 18 months from the date of the 2020 Annual Meeting in open market purchases, through privately negotiated transactions, or by means of self-tender offer or offers, at prices per share ranging from the nominal value up to 110% of the market price per share at the time of the transaction.  This authority to repurchase shares is similar to that generally afforded under state law to public companies domiciled in the United States.  For purposes of this authorization, “market price” means the highest price officially quoted for the Ordinary Shares on any of the official stock markets on which the Ordinary Shares are listed during any of the 30 banking days preceding the date the repurchase is effected or proposed. Our Ordinary Shares are currently listed on the Nasdaq Global Select Market. The current authorization of our Board to repurchase Ordinary Shares is scheduled to expire on December 19, 2020.

Under Dutch law and our Articles of Association, our Board may, subject to certain Dutch statutory provisions, be authorized to repurchase our issued Ordinary Shares on our behalf in an amount, at prices and in the manner authorized by the general meeting of shareholders.  Adoption of this voting proposal will allow us to have the flexibility to repurchase our Ordinary Shares without the expense of calling an extraordinary general meeting of shareholders.  Such authorization may not continue for more than 18 months, but may be given on a rolling basis.  Although our Board has no present intention to commence an open market or other share repurchase program, our Board believes that we would benefit by authorizing our Board to repurchase our Ordinary Shares if the Board believes such repurchases would be in our and our Shareholders’  best interests.  For example, to the extent our Board believes that our Ordinary Shares may be undervalued at the market levels at which they are then trading, repurchases of our share capital may represent an attractive investment for us. Such Ordinary Shares could be used for any valid corporate purpose, including use under our equity compensation plans, or for acquisitions, mergers or similar transactions.  However, the number of Ordinary Shares repurchased, if any, and the timing and manner of any repurchases would be determined by our Board, in light of prevailing market conditions, our available resources and other factors that cannot be predicted now.  The nominal value of the Ordinary Shares in our issued share capital that we acquire, hold, hold as pledgee or which are acquired or held by one of our subsidiaries, may never exceed 50% of our issued share capital.

In order to provide us with sufficient flexibility, our Board proposes that our Shareholders authorize our Board for an 18-month period from the date of the 2020 Annual Meeting to acquire the Company’s own fully paid-up Ordinary Shares up to a maximum of 10% of the issued share capital of the Company in open market purchases, through privately negotiated transactions or by means of self-tender offer or offers, at prices ranging from the nominal value up to 110% of the market price per share at the time of the transaction, within the limits set by Dutch law and our Articles of Association.

VOTE REQUIRED

The affirmative vote of a majority of our Ordinary Shares present in person or represented by proxy at the 2020 Annual Meeting and entitled to vote, is required to approve Voting Proposal No. 9. Abstentions and broker non-votes will have no effect on the outcome of this vote.

OUR BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE AUTHORIZATION OF THE BOARD TO REPURCHASE FULLY PAID UP ORDINARY SHARES UP TO 10% OF THE ISSUED SHARE CAPITAL FOR A PERIOD OF 18 MONTHS FROM THE DATE OF THE 2020 ANNUAL MEETING AT A REPURCHASE PRICE BETWEEN THE NOMINAL VALUE OF THE ORDINARY SHARES CONCERNED AND AN AMOUNT EQUAL TO 110% OF THE MARKET PRICE PER SHARE AT THE TIME OF THE PURCHASE.

REPORT OF THE AUDIT COMMITTEE

The report of the Audit Committee is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, both as amended.

The Audit Committee of our Board is responsible for assisting the Board in fulfilling its oversight responsibilities regarding the Company’s financial accounting and reporting processes, system of internal control, audit process, and process for monitoring compliance with laws and regulations.

Management of the Company has the primary responsibility for preparing the Company’s consolidated financial statements, as well as establishing and maintaining the integrity of the Company’s financial reporting process, accounting principles and internal controls.  KPMG Accountants N.V., the Company’s independent registered public accounting firm for the 2019 financial year, was responsible for performing an audit of the Company’s consolidated financial statements and expressing an opinion as to the conformity of such financial statements with U.S. generally accepted accounting principles.

In this context, the Audit Committee reviewed and discussed the audited financial statements of the Company as of and for the year ended December 31, 2019 with the Company’s management and KPMG Accountants N.V.  To ensure independence, the Audit Committee met separately with KPMG Accountants N.V. and members of the Company’s management.  These reviews included discussion with the independent registered public accounting firm of matters required to be discussed pursuant to Statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1, AU section 380), as adopted by the Public Company Accounting Oversight Board (“PCAOB”) in Rule 3200T.  In addition, the Audit Committee received the written disclosures and the letter from the independent registered public accounting firm required by Rule 3526 of the PCAOB requiring independent registered public accounting firms to annually disclose in writing all relationships that, in their professional opinion may reasonably be thought to bear on independence, to confirm their perceived independence and to engage in a discussion of independence, and it has discussed with KPMG Accountants N.V. its independence from the Company.

Based on the reviews and discussions described above, the Audit Committee recommended to the Board the inclusion of the audited financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, for filing with the Securities and Exchange Commission.

AGENDA ITEM X

VOTING PROPOSAL NO. 10 - APPOINTMENT OF KPMG ACCOUNTANTS N.V. AS EXTERNAL AUDITORS OF THE COMPANY FOR THE FINANCIAL YEAR 2020

The Board has selected KPMG Accountants N.V. (“KPMG”) to serve as our auditor and independent registered public accounting firm who will (i) audit the Dutch statutory annual accounts to be prepared in accordance with the International Financial Reporting Standards, as adopted by the European Union (“IFRS”), for the year ending December 31, 2020 and (ii) serve as our independent registered public accounting firm for purposes of reporting pursuant to U.S. law for the fiscal year ending December 31, 2020.  As required by Dutch law, shareholder approval must be obtained for the selection of KPMG to serve as our auditor and independent registered public accounting firm.

KPMG has served as our independent registered public accounting firm since June 2019. The services provided to us by KPMG as well as the predecessor auditor PricewaterhouseCoopers Accountants N.V. (“PWC”) during the years ended December 31, 2019 and 2018 are described below under “Principal Accountant Fee Information.”  We expect that representatives of KPMG will be present at the 2020 Annual Meeting and will be available to answer appropriate questions. The representatives will also have the opportunity to make a statement if they desire to do so. PWC was dismissed as of April 25, 2019.  KPMG’s report on the financial statements for the fiscal year ended December 31, 2019, which is the only such report issued for these financial statements, does not contain an adverse opinion or a disclaimer of opinion, and it was not qualified or modified as to uncertainty, audit scope, or accounting principles.

The Audit Committee annually reviews the independent registered public accounting firm’s independence, including reviewing all relationships between the independent registered public accounting firm and us and any disclosed relationships or services that may impact the objectivity and independence of the independent registered public accounting firm, and the independent registered public accounting firm’s performance. We do not believe that any relationships exist which would interfere with PwC’s or KPMG’s independence.

Required Disclosures

As reported on our Current Report on Form 8-K filed with the SEC on April 29, 2019:

On April 25, 2019, the Audit Committee dismissed PWC as our auditor and independent registered public accounting firm, which was effective upon completion of the first quarter 2019 review procedures.

PWC’s reports on our consolidated financial statements for the years ended December 31, 2019 and 2018 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

During our fiscal year ended December 31,2018, and the subsequent interim period through April 25, 2019, there were (i) no disagreements, within the meaning of Item 304(a)(1)(iv) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (“Regulation S-K”), and the related instructions thereto, with PWC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of PWC, would have caused it to make reference to the subject matter of the disagreements in connection with its reports on our consolidated financial statements for such years, and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K and the related instructions thereto.

Principal Accountant Fees and Services

We regularly review the services and fees of our independent registered public accounting firms.  These services and fees are also reviewed by the Audit Committee on an annual basis.  The following table shows the fees accrued by the Company for audit and other services provided by KPMG for the fiscal year ended December 31, 2019 and by PwC for the fiscal year ended December 31, 2018:

(1)         Audit-related fees for the year ended December 31, 2019 consisted of the aggregate fees accrued for assurance services rendered by KPMG of $ 117 thousand and PwC of $131 thousand related to equity offerings.

(2)         Audit-related fees for the year ended December 31, 2018 consisted of the aggregate fees accrued for assurance services rendered by PwC related to equity offerings.

We accrued no fees to KPMG for audit services for the fiscal year ended December 31, 2018.

Pre-Approval Policies and Procedures

The Audit Committee pre-approves all auditing services, internal control related services and permitted non-audit services (including the fees and terms thereof) to be performed, subject to the de minimis exception for non-audit services that are approved by the Audit Committee prior to the completion of an audit.  The Audit Committee has adopted policies and procedures relating to the approval of all audit and non-audit services that are to be performed by the Company’s independent registered public accounting firm. This policy generally provides that the Company will not engage its independent registered public accounting firm to render audit or non-audit services unless the service is specifically approved in advance by the Audit Committee or the engagement is entered into pursuant to the pre-approval procedure described below.

From time to time, the Audit Committee may pre-approve specified types of services that are expected to be provided to the Company by its independent registered public accounting firm during the next 12 months. Any such pre-approval is detailed as to the particular service or type of services to be provided and is also generally subject to a maximum dollar amount.

The Audit Committee pre-approved all services performed since the pre-approval policy was adopted.

VOTE REQUIRED

The affirmative vote of a majority of our Ordinary Shares present in person or represented by proxy at the 2020 Annual Meeting and entitled to vote, is required to approve Voting Proposal No. 10. Brokers will have discretion to vote on this item.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPOINTMENT OF KPMG ACCOUNTANTS N.V.  AS THE COMPANY’S EXTERNAL AUDITORS AND INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2020.

AGENDA ITEM XI

VOTING PROPOSAL NO. 11 — TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS OF THE COMPANY

As required by Section 14A of the Exchange Act, the Company’s shareholders have the opportunity to approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in this Proxy Statement in accordance with the SEC rules, which we also have referred to herein as the Say-on-Pay vote.

Our executive compensation program is designed to align compensation metrics with our strategic imperatives, align the interests of management with our shareholders, and attract and retain talented executives. Please see the Compensation Discussion and Analysis beginning on page 38 of this Proxy Statement for additional details, including information about the fiscal year 2019 compensation of our named executive officers.

We believe that Shareholders have benefitted from the continued development of our product candidates and research pipeline over the past year. Given the Company’s development and growth under the leadership of the named executive officers, the Board recommends that shareholders vote “FOR” the following resolution at our 2020 Annual Meeting:

“RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed on pages 37 to 71 of the Proxy Statement for the 2020 Annual Meeting pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the 2019 Summary Compensation Table, and the other related tables and disclosure.”

It is expected that the next say-on-pay vote will occur at our 2021 annual general meeting of shareholders.

VOTE REQUIRED

Although advisory and not binding, the Compensation Committee and the Board will take into account the outcome of this vote on Voting Proposal No. 11 when considering future compensation arrangements for the Company’s named executive officers.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS, AS STATED IN THE ABOVE RESOLUTION.

AGENDA ITEM XII - ANY OTHER BUSINESS

The Extraordinary2020 Annual Meeting will review and discuss any other business properly brought to its attention.

AGENDA ITEM V—XIII - CLOSING OF THE MEETING

The Chairman will adjourn the meeting.

CORPORATE GOVERNANCE

Board of Directors (the “Board”) Leadership Structure and Composition

We have a one-tier board structure under Dutch law.law, meaning that executive and non-executive directors are members of the same board of directors.  Our Articles of Association provide that the number of members of our Board will be determined by our Board, provided that the Board shall be comprised of at least one executive director and at least twoone non-executive director and provided further that the number of executive directors shall at all times be less than the number of non-executive directors.  Our Board currently consists of sevennine directors, onetwo of whom is anare executive directordirectors and sixseven of whom are non-executive directors. If the Extraordinary Meeting approves the appointment of Dr. Springhorn and Mr. Balachandran (and assuming the resignation of Mr. Lewis and Dr. van Deventer), the Board will consist of seven directors, one of whom will be an executive director and six of whom will be non-executive directors.

If a director is to be appointed, the non-executive directors make a binding nomination, which is approved by the general meeting of shareholders.shareholders pursuant to the procedure described in Voting Proposal Numbers 3-6. Under our Articles of Association, a general meeting of shareholders may suspend or dismiss a director by at least a two thirdstwo-thirds majority of votes cast, provided that such majority represents more than half of the issued share capital. The Board may suspend (but may not dismiss) an executive director. In the event of an absence or inability to act with respect to one or more of the directors, our Articles of Association provide that the non-executive directors shall be authorized to temporarily fill the vacant position for a period up to the first general meeting, or in the case of a director unable to act, up to the moment he is no longer ableunable to act.

Under our Articles of Association and Dutch law, the members of our Board are collectively responsible for our management, general and financial affairs, and policy and strategy.  Our executive director isdirectors are primarily responsible for managing our day-to-day affairs.  Our non-executive directors supervise our executive directordirectors and our general affairs, and provide general advice to him.them.  In performing their duties, our directors are guided by the interest of our companyCompany and, with the boundaries set by relevant Dutch law, must take into account the relevant interests of our stakeholders.  In consultation with the Nominating and Corporate Governance Committee, the Board has determined that the current and proposed board structure is appropriate for the Company. Having staggered, multiple-year terms for each of our directors provides for stability, continuity and experience among our Board. Further, the Board believes that building a cohesive board of directors is an important goal. In our industry in particular, long-term focus is critical. The time horizon required for successful development of gene therapies makes it vital that we have a board that understands the implications of this process and has the ability to develop and implement long-term strategies while benefiting from an in-depth knowledge of our business and operations. Our current board structure helps to ensure that there will be the continuity and stability of leadership required to navigate a challenging environment while resistingresist the pressure to focus on short-term results at the expense of the long-term value and success of the Company. Our future success depends in significant part on the ability to attract and retain capable and experienced directors. In this regard, we believe that longer terms for our directors will enhance director independence from both management and shareholderstockholder special interest groups.

Under our Articles of Association and consistent with Dutch corporate governance principles, the Board appoints an executive director as chief executive officerChief Executive Officer and appoints a non-executive director as chairmanChairman of the Board. We believe that the separation of these roles serves our shareholdersShareholders and us well. Philip Astley-Sparke serves as our Chairman.  The duties and responsibilities of the Chairman include, among others,others: determining the agenda and chairing the meetings of the Board, managingmonitoring our Board to ensure that it operates effectively, ensuring that the members of our Boarddirectors receive accurate, timely, and clear information, encouraging active engagement by all members of our Board,directors, promoting effective relationships and open communication between the non-executive directors and the executive director,directors, and monitoring effective implementation of our Board decisions.

There are no arrangements or understandings between the directors or executive officerssenior management and any other person pursuant to which our directors or executive officerssenior management have been selected for their respective positions.

Directors and Senior Management

Set forth below are the names of our current directors and executive officers, their ages (as of August 15, 2017)March 31, 2020), all positions and offices that they hold with us, the period during which they have served as such, and their business experience during at least the last five years.

(1) Mr. Lewis has notified the Board that he will resign effective upon the Extraordinary Meeting and upon the election of one or both of the nominees at the Extraordinary Meeting.

(2) Dr. van Deventer has notified the Board that he will resign effective upon the Extraordinary Meeting and upon the election of one or both of the nominees at the Extraordinary Meeting.

MATTHEW KAPUSTA. Matthew Kapusta, age 45, joined47, has been Chief Executive Officer of uniQure since December 2016, and currently serves on the Company’s Board of Directors. Mr. Kapusta also has served as our chief financial officerChief Financial Officer since joining uniQure in January 2015 and was elected to our Management Board at the 2015 annual general meeting. In December 2016 he was appointed our chief executive officer.2015. Prior to joining uniQure, Mr. Kapusta was Senior Vice President at AngioDynamics (NASDAQ: ANGO) from 2011 to 2014, responsible for corporate development, strategic planning and national accounts. Prior to AngioDynamics, he served as Vice President, Finance and Strategic Planning and Analysis for Smith & Nephew Orthopaedics. Mr. Kapusta’s career also includes more than a decade of investment banking experience focused on emerging life sciences companies. Mr. Kapusta was Managing Director, Healthcare Investment Banking at Collins Stewart, and held various positions at Wells Fargo Securities, Robertson Stephens and PaineWebber. Mr. Kapusta holds a Master of Business Administration from New York University’s Stern School of Business, a Bachelor of Business Administration from University of Michigan’s Ross School of Business and earned his Certified Public Accountant license in 1996 while at Ernst & Young. We believe that Mr. Kapusta is qualified to serve as our CEO, executive directorExecutive Director and interim CFOPrincipal Financial Officer due to his broad expertise in the biotechnology and finance industries.

ROBERT GUT, M.D., Ph.D. Dr. Robert Gut, age 55, joined uniQure as our Chief Medical Officer in August 2018 and was elected as an executive director to our Board at the October 2018 extraordinary general meeting.  Dr. Gut was originally elected to the Board as a non-executive director in June 2018 He resigned that position in August 2018 to take the position of Chief Medical Officer because under Dutch law our non-executive directors are not able to hold executive positions with the Company.  Dr. Gut has more than 20 years of experience in the biopharmaceutical industry leading clinical development and medical affairs activities in hematology and other therapeutic areas. For the majority of his career, Dr. Gut served as Vice President, Clinical Development & Medical Affairs at Novo Nordisk Inc. (NYSE: NVO), where he headed the company’s U.S. Biopharm Medical organization with leading products in hemophilia, endocrinology and women’s health (NovoSeven®, Norditropin® and Vagifem®), totaling approximately $1.6 billion in U.S. revenue. Over his career, Dr. Gut’s contributions have helped achieve six FDA product approvals and three new product indications. Dr. Gut has supported the launch of nine new products, overseeing medical activities including medical science liaison team building and health economics and outcomes research. He has also served as a member of the Advisory Committees for Reproductive Health Drugs and Drug Safety and Risk Management for the FDA’s Center for Drug Evaluation and Research. Dr. Gut was appointed the Chief Medical Officer of Versartis, Inc. in September 2017 and received his Doctor of Medicine degree from the Medical University of Lublin, and his Doctorate degree from Lublin Institute of Medicine, Poland. He attended numerous postgraduate programs at Wharton, Stanford and Harvard Business School.

PHILIP ASTLEY-SPARKE.  Philip Astley-Sparke, age 46,48, has served as a member of our Board since June 2015 and as chairman since 2016. He was previously president of uniQure Inc. from January 2013 until February 2015 and was responsible for building uniQure’s U.S. infrastructure. Mr. Astley-Sparke is currently Chief Executive ChairmanOfficer and co-founder of Replimune Limited,Group, Inc. (NASDAQ: REPL), a company developing second-generation oncolytic vaccines. Mr. Astley-Sparke served as vice presidentVice President and general managerGeneral Manager at Amgen, Inc. (NASDAQ: AMGEN), a biopharmaceutical company, until December 2011, following Amgen’s acquisition of BioVex Group, Inc., a biotechnology company, in March 2011. Mr. Astley-Sparke had been President and Chief Executive Officer of BioVex Group, which developed the first oncolytic vaccine to be approved in the western world following the approval of Imlygic in 2015. He oversaw the company’s relocation to the U.S. from the UK in 2005. Prior to BioVex, Mr. Astley-Sparke was a healthcare investment banker at Chase H&Q/Robert Fleming and qualified as a Chartered Accountant with Arthur Andersen in London. MrMr. Astley-Sparke has been a venture partnerVenture Partner at Forbion Capital Partners, a venture capital fund, since May 2012 and serves as Chairman of the Board of Oxyrane, a biotechnology company. We believe that Mr. Astley-Sparke is qualified to serve as a non-executive directorNon-Executive Director due to his expertise and experience in the biotechnology industry.

MADHAVAN BALACHANDRAN. Mr. Balachandran, age 69, has served as a member of our Board since September 2017. Mr. Balachandran has been a director of Catalent (NYSE: CTLT) since May 2017.  Mr. Balachandran was Executive Vice President, Operations of Amgen Inc., a global biotechnology company, from August 2012 until July 2016 and retired as an Executive Vice President in January 2017. Mr. Balachandran joined Amgen in 1997 as Associate Director, Engineering. He became Director, Engineering in 1998, and, from 1999 to 2001, he held the position of Senior Director, Engineering and Operations Services before moving to the position of Vice President, Information Systems from 2001 to 2002. Thereafter, Mr. Balachandran was Vice President, Puerto Rico Operations from May 2002 to February 2007. From February 2007 to October 2007, Mr. Balachandran was Vice President, Site Operations, and from October 2007 to August 2012, he held the position of Senior Vice President, Manufacturing. Prior to his tenure at Amgen, Mr. Balachandran held leadership positions at Copley Pharmaceuticals, now a part of Teva Pharmaceuticals Industries Ltd., and Burroughs Wellcome Company, a predecessor before mergers of GlaxoSmithKline plc. Mr. Balachandran holds a Master of Science degree in Chemical Engineering from The State University of New York at Buffalo and an MBA from East Carolina University. We believe Mr. Balachandran is qualified to serve as a Non-Executive Director due to his extensive experience in the biotechnology industry.

JACK KAYE. Jack Kaye, age 73,76, has served as a member of our Board since 2016. Mr. Kaye has also served as Chairman of the Audit Committee of Keryx Biopharmaceuticals, Inc. (NASDAQ: KERX) from September 2006 to May 2016 and is currently chairman of the Audit Committee and a member of the Compensation Committee of Dyadic International, Inc. (OTC: DYAI). Mr. Kaye began his career at Deloitte LLP, an international accounting, tax and consulting firm, in 1970, and was a partner in the firm from 19701978 until May 2006. At Deloitte, he was responsible for servicing a diverse client base of public and private, global and domestic companies in a variety of industries. Mr. Kaye has extensive experience consulting with clients on accounting and reporting matters, private and public debt financings, SEC rules and regulations and corporate governance/Sarbanes-Oxley matters. Prior to retiring, Mr. Kaye served as Partner-in-Charge of Deloitte’s Tri-State Core Client practice, a position he held for more than 20 years. Mr. Kaye has a Bachelor of Business Administration from Baruch College and is a Certified Public Accountant. We believe that Mr. Kaye is qualified to serve as a non-executive directorNon-Executive Director due to his extensive accounting and financial experience.

WILL LEWIS.DAVID MEEK. Will Lewis,David Meek, age 48,56, has served as30 years of experience in the pharmaceutical industry, where he has held various global executive positions in major pharmaceutical and biotechnology companies. In January 2020, Mr. Meek was appointed President & CEO of FerGene, a member of our Board since June 2014.gene therapy biotech focused on cancer.  From July 2016 to December 2020, Mr. Lewis is currently President, Chief Executive OfficerMeek was CEO and a member of the Board of Directors of Insmed (NASDAQ: INSM), a biopharmaceutical company specialized in inhalation therapies for orphan lung diseases.Ipsen.  Prior to joining Insmed in 2012,Ipsen, he was PresidentExecutive Vice-President and Chief Financial Officer of Aegerion Pharmaceuticals, Inc. (NASDAQ: AEGR), which he also co-founded. At Aegerion, he played a pivotal role in reorienting the company’s strategy to focus on orphan disease indications. He previously worked in the U.S. and Europe in investment banking for JP Morgan, Robertson Stephens and Wells Fargo. During his time in banking, he was involved in a broad range of domestic and international capital raises and advisory work valued at more than $20 billion. He serves on the Board of Directors of Oberlin College and is a memberPresident of the Visiting Committeesoncology division of the Weatherhead SchoolBaxalta. He spent 2 years as CCO of ManagementEndocyte.  Mr. Meek also spent 8 years at Novartis as a global franchise head, CEO of Case Western Reserve UniversityNovartis Canada, and The Hawken School.region head of oncology for northern, central and Eastern Europe.  He also spent 14 years at Johnson & Johnson and Janssen Pharmaceutica, where he held a variety of senior U.S. sales and marketing positions. Mr. Meek holds a B.A. from Oberlin College and an M.B.A./J.D. from Case Western Reserve University. We believe that

Mr. Lewis is qualified to serve as a non-executive director due to the depthUniversity of his experience in the biotechnology and finance industries. Mr. Lewis has communicated to the Board that he will resign his position on the Board upon the election of both of the nominees at the Extraordinary Meeting.Cincinnati.

DAVID SCHAFFER.SCHAFFER, PH.D. David Schaffer, age 46,49, has served as a member of our Board since January 2014. Dr. Schaffer is Professor of Chemical and Biomolecular Engineering, Bioengineering, and Neuroscience at

University of California Berkeley, a position he has held since 2007, as well as Director of the Berkeley Stem Cell Center since 2011. Dr. Schaffer is also co-founder and the current Chief Scientific Officer of 4D Molecular Therapeutics, a company specializing proprietary technology for gene therapy products. We entered into a collaboration and license agreement with 4D Molecular Therapeutics in January 2014. Previously, Dr. Schaffer was Assistant Professor from 1999 to 2005 and Associate Professor from 2005 to 2007 at the University of California, Berkeley Department of Chemical Engineering & Helen Wills Neuroscience Institute. He has served on the boards of the American Society for Gene and Cell Therapy and the Society for Biological Engineering. He has more than 2025 years of experience in chemical and molecular engineering, and stem cell and gene therapy research, has over 165210 scientific publications, and serves on fivesix journal editorial boards and five industrial scientific advisory boards. Dr. Schaffer holds a bachelorBachelor of scienceScience degree in Chemical Engineering from Stanford University and a Ph.D. in Chemical Engineering from the Massachusetts Institute of Technology. We believe that Dr. Schaffer is qualifiednot standing for reappointment to serve as a non-executive director due to his experience in the biotechnology industry and his expertise in that field.Board for another term.

PAULA SOTEROPOULOS.Paula Soteropoulos, age 49,52, has served as a member of our Board since July 2013. Ms. Soteropoulos is presidentan executive leader with more than 30 years of experience in the biopharma industry in areas of drug development, manufacturing, business development, global commercialization and chief executive officercompany building. Since March 2020, she serves as Strategic Advisor to 5AM Ventures and is Executive Chairman of a 5AM Venture NewCo.  From January 2015 through September 2019, she served as President and Chief Executive Officer of Akcea Therapeutics a position she has held since January 2015.(NASDAQ: AKCA). From July 2013 to December 2014, she served as Senior Vice President and General Manager, Cardiometabolic Business and Strategic Alliances at Moderna Therapeutics Inc. Prior to this, Ms. Soteropoulos worked at Genzyme Corporation, a biotechnology company, from 1992 to 2013, most recently as Vice President and General Manager, Cardiovascular, Rare Diseases. Ms. Soteropoulos holds a bachelorBachelor of scienceScience degree in chemical engineering and a masterMaster of scienceScience degree in chemical and biochemical engineering, both from Tufts University, and holds an executive management certificate from the University of Virginia, Darden Graduate School of Business Administration. Ms. Soteropoulos serves on the Advisory Board for the Chemical and Biological Engineering Department of Tufts University. We believe Ms. Soteropoulos is qualified to serve as a non-executive directorNon-Executive Director due to her extensive experience in the biotechnology industry.

DR. SANDER VAN DEVENTER.JEREMY SPRINGHORN, PH.D. Dr. Sander van Deventer,Springhorn, age 62,57, has served as a member of our Board since September 2017. Since November 2017, Dr. Springhorn has been Chief Business Officer of Syros Pharmaceuticals (NASDAQ: SYRS), Inc. Prior to taking his position at Syros, Dr. Springhorn served as Partner, Corporate Development at Flagship Pioneering from March 2015 until June 2017 where he worked with VentureLabs in helping companies in various strategic and corporate development capacities and in creating next generation startups and with Flagship’s Corporate Limited Partners. Prior to joining Flagship, Dr. Springhorn was one of the original scientists at Alexion Pharmaceuticals, Inc. (NASDAQ: ALXN), where he played an integral role in its antibody engineering capabilities and was one of the original inventors of the drug Soliris®. At Alexion Pharmaceuticals, Dr. Springhorn was Vice President of Corporate Strategy and Business Development from 2006 until March 2015. Dr. Springhorn started at Alexion in 1992 where he served in various leadership roles in R&D before switching to Business Development in 2006. Prior to 1992, Dr. Springhorn received his Ph.D. from Louisiana State University Medical Center in New Orleans and his BA from Colby College. Dr. Springhorn currently serves on the Board of Directors for NMD Pharma, Board of Advisors for Mythic Therapeutics and the Board of Visitors for Colby College. We believe Dr. Springhorn is qualified to serve as a Non-Executive Director due to his extensive experience in the biotechnology industry.

ALEXANDER KUTA, PH.D. Dr. Kuta, age 60, has served as our Senior Vice President Regulatory Affairs since January 2017.  Prior to joining uniQure, he was Vice President of Research & Development Global Regulatory Affairs for EMD Serono, responsible for immune-mediated diseases, oncology and biologics regulatory CMC, from January 2016 to September 2016.  He joined EMD Serono in April 2013 as Vice President, Head of US Regulatory Affairs; while at EMD Serono he served on the US Leadership Team.  From April 2012 to March 2013, Dr. Kuta was Vice President of Global Regulatory Affairs and a member of the Executive Leadership Team at Lantheus Medical Imaging. His previous industry experience includes senior regulatory leadership roles at AMAG Pharmaceuticals (NASDAQ: AMAG) from August 2010 to April 2012 as well as Genzyme Corporation from August 1995 to July 2010 where he worked in the areas of rare diseases, cell and gene therapy, therapeutic proteins and biomaterials.  Prior to joining industry, he was Chief of the Cytokine and Gene Therapy Branch in the Center for Biologics at FDA from January 1993 to August 1995 and a Scientific Reviewer from January 1990 to January 1993.  Dr. Kuta has served on the BIO Regulatory Affairs Leadership Committee - Cell and Gene Therapy Working Group, as reviewer for the National Gene Vector Laboratories program, on the ICH (M6) Gene Therapy Working

Group and is currently on the scientific review board of the Gene Therapy Resource Program of NHLBI/NIH. Dr. Kuta holds a Bachelor of Science degree from Saint John’s University, Collegeville, MN and a Ph.D. from the Chicago Medical School at Rosalind Franklin U-Med & Science. He conducted his post-doctoral studies at the National Cancer Institute/National Institutes of Health.

SANDER VAN DEVENTER, M.D., Ph.D. Dr. Sander van Deventer, age 65, is one of our co-founders and currently serves as our Executive Vice President, Program and Research Development.  Prior to rejoining the Company in 2017, he served as a member of our Board from April 2012 until September 2017 and served as member of the AMT supervisory board from April 2010 to April 2012. Dr. van Deventer was one of our co-founders. He served as our interim Chief Executive Officer from February to October 2009. He has been Professor of Translational Gastroenterology at the Leiden University Medical Center since 2008 and is a partner of Forbion Capital Partners, which he joinedco-founded in 2006. He serves on the boardsboard of enGene Inc., Argos Biotherapeutics, gICare Pharma Inc and Hookipa Biotech. He was previously a professor, head of the department of experimental medicine and chairman of the department of gastroenterology of the Academic Medical Center at the University of Amsterdam from 2002 to 2004, and subsequently professor of experimental medicine at the University of Amsterdam Medical School until 2008. Dr. van Deventer is currently a professor at Leiden University Medical Center. He has more than 1520 years of experience in biotechnology product development. He is the author of more than 400 scientific articles in peer-reviewed journals, and he serves as an advisor to regulatory authorities including the EMA and FDA. Dr. van Deventer holds a degree in medicine as well as a Ph.D. from the University of Amsterdam. We believe that Dr. van Deventer is qualified to serve as non-executive director due to his expertise in the biotechnology industry and his service on the boards of directors of other biotechnology companies. As of August 7, 2017, Dr. van Deventer joined the Company’s management team as its chief scientific officer. He has communicated to the Board that he will resign his position on the Board upon the election of one or both of the nominees at the Extraordinary Meeting.

PAUL FIRUTA. Paul Firuta, age 52, has served as our Chief Commercial Officer since May 2016. Mr. Firuta has more than 25 years of industry experience successfully commercializing products targeting rare diseases. He joined from BioBlast Pharma (NASDAQ: ORPN) where he held the position of Chief Commercial Officer from August 2015 to April 2016. Prior to this, from March 2014 to February 2015 he was President of U.S. Commercial Operations at NPS Pharmaceuticals (NASDAQ: NPSP) were he lead the development and execution of the Gattex® sales and marketing plan as well as the commercial launch of Natpara®. Over the course of his career, Mr. Firuta has held various leadership roles at biopharmaceutical companies including Vice President and General Manager, Americas at ViroPharma, Inc. (NASDAQ: VPHM) where he was responsible for U.S. commercial operations for Cinryze® and Vancocin®, representing over $400 million in U.S. revenue. Additionally, he was Vice President — Managed Markets at LEV Pharmaceuticals and Executive Director National Accounts at OraPharma. Mr. Firuta holds a Master of Business Administration from St. Joseph’s University in Philadelphia, Pennsylvania and a Bachelor of Science degree from King’s College, Wilkes-Barre, Pennsylvania.

JONATHAN GAREN. Jonathan Garen, age 51, has served as our Chief Business Officer since July 2016. Most recently, from 2015 to 2016, Mr. Garen served as Chief Business Officer at Syros Pharmaceuticals (NASDAQ: SYRS), where he was responsible for business transactions including partnering Syros’ technology platform and drug assets, and bringing in products to enhance and accelerate its pipeline. Prior to joining Syros, Mr. Garen was the Assistant Vice President of Business Development at Forest Laboratories

(NASDAQ: FRX) from 2003 to 2014, and subsequently, Actavis, plc until 2015 following its acquisition of Forest Laboratories. At Forest Laboratories and Actavis, Mr. Garen was responsible for numerous acquisitions and license agreements to build the companies’ pipeline in all its focus therapeutic areas, and led a team of business development professionals. Earlier in his career, Mr. Garen was Director of Global Licensing with Pharmacia Corporation and a Founder and Vice President of Technology Exchange, Inc., in New York, NY. Mr. Garen holds a Master of Environmental Science degree from Yale University and a Bachelor of Science degree in Physics from the Massachusetts Institute of Technology.

MARIA CANTOR. Maria Cantor, age 49, has served as our Senior Vice President of Investor Relations and Communications since June 2016. Ms. Cantor joined uniQure from ARIAD Pharmaceuticals, Inc. (NASDAQ: ARIA) where she most recently held the role of Senior Vice President, Corporate Affairs.  She was a member of the senior management team and was responsible for investor relations and corporate communications for the company since 2008. She played an active role in several successful financing rounds for ARIAD and led the communications program for the clinical development, regulatory approval and product launch of the company’s first cancer therapeutic, Iclusig®, approved in both the U.S. and Europe. Prior to joining ARIAD, she held the position of Senior Director, Corporate Communications at Genzyme, where she was involved in all aspects of corporate and product communications from 2001 to 2008. In addition to her extensive expertise as a communicator for leading biotechnology companies, Ms. Cantor also held senior communications positions within the healthcare industry including Director, Marketing and Public Relations at the St. Elizabeth Medical Center in Boston, and as Director, Marketing and Communications at Optima Healthcare Inc. in Manchester, New Hampshire. Ms. Cantor holds a Master of Science in Communications Management from Syracuse University, S.I. Newhouse School of Public Communications in Syracuse, New York and a Bachelor of Science in Mass Communication/Broadcast Journalism from Emerson College in Boston.

ALEX KUTA. Alex Kuta, age 58, has served as our Senior Vice President Regulatory Affairs since January 2017. Dr. Kuta joined uniQure from EMD Serono where he served as Vice President of Research & Development Global Regulatory Affairs from 2016 to 2017 and where he was a member of the U.S. Leadership Team.  In this role, he was responsible for driving the strategic direction of EMD Serono’s regulatory efforts in immune-mediated diseases, oncology and regulatory CMC, as well as strengthening interactions with the U.S. Food and Drug Administration (FDA). Prior to joining EMD Serono, Dr. Kuta was Vice President of Global Regulatory Affairs and a member of the Executive Leadership Team at Lantheus Medical Imaging from 2012 to 2013. His previous experience includes senior roles at AMAG Pharmaceuticals (NASDAQ: AMAG) and at Genzyme Corporation, where he served for 15 years in regulatory leadership positions of increasing responsibility.  Prior to joining industry, he was Chief of the Cytokine and Gene Therapy Branch in the Center for Biologics at FDA.   Dr. Kuta has also served as a member of the BIO Regulatory Affairs Leadership Committee, Cell and Gene Therapy Working Group and the ICH Gene Therapy Working Group. Dr. Kuta holds a Bachelor of Science degree from Saint John’s University and a Ph.D. from Chicago Medical School at Rosalind Franklin U-Med & Science. He conducted his post-doctoral studies at the National Cancer Institute/ National Institutes of Health.

STEVEN ZELENKOFSKE. Stephen Zelenkofske, age 58, has served as our Chief Medical Officer since June 2017. Prior to joining uniQure, Dr. Zelenkofske served as Vice President and Therapeutic Area Head of Cardiovascular/Metabolism for AstraZeneca (NYSE: AZN) from November 2014.  Prior to joining Astra Zeneca, from January 2009 to November 2014 he served as Chief Medical Officer for Regado Biosciences, a developer of RNA aptamer therapies.  Dr. Zelenkofske has nearly 15 years of clinical research experience within the industry, having previously held leadership positions at AstraZeneca, Sanofi-Aventis (NYSE: SNY), Boston Scientific (NYSE: BSX), and Novartis Pharmaceuticals (NYSE: NVS). His clinical experience outside of industry includes serving on the cardiology and electrophysiology teams with Lehigh Valley Heart Specialists, Heart Care Group and Cardiology Care Specialists, all in Allentown, PA, and on the medical staff of Episcopal Hospital in Philadelphia. Dr. Zelenkofske holds Bachelor of Science and Master of Science degrees from Emory University and a Doctor of Osteopathic Medicine degree from the Philadelphia College of Osteopathic Medicine.  He conducted his graduate medical education at the Philadelphia College of Osteopathic Medicine and is board-certified in internal medicine, cardiology and cardiac electrophysiology.

SCOTT MCMILLAN. Scott McMillan, age 59, has served as our Chief Operating Officer since August 2017. Prior to joining uniQure, Dr. McMillan served as Senior Vice President, Quality & Technical Operations for AMAG Pharmaceuticals Inc. (“AMAG”) (NASDAQ: AMAG), a commercial stage biopharmaceutical company, from 2008 to 2017. Prior to AMAG, Dr. McMillan spent four years at AVANT Immunotherapeutics, Inc. (“AVANT”), a biopharmaceutical company, from 2004 to 2008, where he was promoted to Sr. Director - Manufacturing Operations & Process Development in 2007. From 2007 to 2017, Dr. McMillan has been a member of the Industrial Advisory Board of the Department of Chemical Engineering at Northeastern. Dr. McMillan holds a Ph.D. in Chemical Engineering from the Georgia Institute of Technology and a B.S. in Chemical Engineering from the University of Delaware.

CHRISTIAN KLEMT. Christian Klemt, age 44, has served as our Chief Accounting Officer since August 2017.  Prior to being appointed our Chief Accounting Officer, he served as our Global Controller from September 2015. Prior to joining uniQure, Mr. Klemt was Regional Finance Director as well as Managing Director and Country Manager for the Netherlands at CGG from 2009 to 2015. Prior to CGG, he served in various finance roles including Group Finance Manager with LyondellBasell. Mr. Klemt holds a Master of Business Administration from the University of Muenster, Germany. He qualified as a German Certified Public Accountant and Tax

Advisor in 2005 while at KPMG.

Risk Oversight

Generally, the Board, in its advisory capacity, and the Company’s management regularly review the Company’s strategic plan which includes, among other things, the various business, clinical, developmental, financial and other market risks confronting, and opportunities available to, the Company at any given time. Specifically, pursuant to the Company’s Corporate Governance Guidelines and Board Rules, available on the Company’s website www.uniqure.com, the Board is charged with assessing major risks facing the Company and reviewing options to mitigate such risks. The Board performs this oversight role by using several different levels of review. In connection with its reviews of the operations and corporate functions of the Company, the Board addresses the primary risks associated with those operations and corporate functions. In addition, the Board reviews the risks associated with the Company’s business strategies periodically throughout the year as part of its consideration of undertaking any such business strategies.

The Board has delegated certain risk oversight responsibilities to its committees (the “Committees”). Each of our Board’s Committees also oversees the management of the Company’s risk that falls within each Committee’s areas of responsibility. In performing this function, each Committee has full access to management, as well as the ability to engage advisors. For example, the Audit Committee is required to regularly review and discuss with management the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures. The Nominating and Corporate Governance Committee is required to regularly review the corporate governance principles of the Company and recommend to the Board any proposed changes it may deem appropriate.  The Compensation Committee considers risks related to the attraction and retention of professional talent and the implementation and administration of compensation and benefit plans affecting the Company’s employees.  All Committees are required, pursuant to their respective charters, to report regularly to the Board.  The activities of the Audit, Nominating and Corporate Governance and Compensation Committees are more fully described below.

Board Determination of Director Independence

Our securities are listed on the NASDAQNasdaq Global Select Market (“Nasdaq”) and we use the standards of “independence” prescribed by rules set forth by Nasdaq.  Under Nasdaq rules, a majority of a listed company’s board of directors must be comprised of independent directors.  In addition, Nasdaq rules require that, subject to specified exceptions, each member of a listed company’s audit committee and compensation committee be independent and, in the case of audit committees, satisfy additional independence criteria set forth in Rule 10A-3, under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”).Act. Under Nasdaq rules, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Based upon information requested from and provided by each director concerning their background, employment and affiliations, including family relationships, our Board has determined that each of Philip-Astley Sparke, Madhavan Balachandran, Jack Kaye, Will Lewis,David Meek, Paula Soteropoulos, Dr.and Jeremy Springhorn and Madhavan Balachandran has no relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and is independent within the meaning of the director independence standards of the Nasdaq rules and the SEC.  Our Board has determined that each of Matthew Kapusta, Dr. Sander van Deventer,Robert Gut and David Schaffer and Philip Astley-Sparke do not qualify as “independent” under the Nasdaq rules.  Our Board has also determined that each of the current members of our Audit Committee and our Compensation Committee satisfies the independence standards for such committee established by Rule 10A-3 under the Exchange Act, the SEC rules and the Nasdaq rules, as applicable, and that the current members of the Nominating and Corporate Governance Committee are also independent.  In making these determinations, the directors reviewed and discussed information provided by the directors and the Company with regard to each director’s business and personal activities as they may relate to the Company and the Company’s management.

Board Meetings

The Board met 611 times during the calendar year ended December 31, 2016.  Other than Joseph Feczko, who is no longer a director, each2019.  Each of theour directors attended at least 75% of the meetings of the Board and the Committees on which he or she served during the year ended December 31, 20162019 (in each case, which was held during the period for which he or she was a director and/or a member of the applicable Committee).  Ferdinand Verdonck, the chairman at the time,Mr. Astley-Sparke, Mr. Balachandran, Dr. Gut, Mr. Kapusta, Mr. Meek, and Dr. van DeventerMs. Sotoropoulous attended our 2016 annual meeting2019 Annual General Meeting of shareholdersShareholders held on June 15, 2016.19, 2019.  The Company encourages its directors to attend the annual general meeting of Shareholders.shareholders. Executive sessions, or meetings of the independent directors without management present, are held regularly.

Committees and Committee Meetings

The Board has a standing Audit Committee, Nominating and Corporate Governance Committee, Compensation Committee, and CompensationResearch and Development Committee, each of which is comprised solely of independent directors, and is described more fully below. The members of each Committee are appointed

by our Board.  From time to time, the Board may establish other committees.  Below is a description of the threefour principal Committees.Committees of our Board.

Audit Committee and Audit Committee Financial Expert

The Audit Committee is currently comprised of Jack Kaye, Paula SoteropoulosPhilip Astley-Sparke and Philip Astley-Sparke. JackJeremy Springhorn. Mr. Kaye serves as chairthe Chair of the Audit Committee.  The Audit Committee andhas determined that Mr.  Kaye is the Audit Committee’san “audit committee financial expert” within the meaning of the SEC’s rules and regulations.  Inregulations and has the eventlevel of their successful elections at the Extraordinary Meeting, the Board anticipates that Dr. Springhorn will be appointed to the Audit Committee and that Ms. Soteropoulos will resign.financial sophistication required by Nasdaq Rule 5605(c)(2)(A).  Each of JackMr. Kaye, Paula SoteropoulosMr. Astley-Sparke and Dr. Springhorn satisfies the director independence standards and the independence standards for members of the Audit Committee established by SEC and Nasdaq. Mr. Astley-Sparke meets the criteria for appointment to the Audit Committee pursuant to the “exceptional and limited circumstances” set out in Nasdaq listing rule 5605(c)(2)(B).  Pursuant to such exception, a director who (i) is not an “independent director” as defined by Nasdaq rules, (ii) meets the criteria set forth in Section 10A(m)(3) of the Exchange Act and the rules thereunder, and (iii) is not currently an executive officer or employee or a family member of an executive officer, may be appointed to a company’s audit committee, if a company’s board, under exceptional and limited circumstances, determines that the membership on the audit committee by such individual is required by the best interests of the Company and its shareholders.

As noted above, our Board determined that Philip Astley-Sparke does not currently qualify as “independent” under Nasdaq rules, because he served as President of uniQure, Inc., our US subsidiary, from January 2013 until February 2015. Our Board determined that it was in the best interests of the Company and its shareholders to appoint Mr. Astley-Sparke to the Audit Committee following the 2017 Annual General Meeting of Shareholders. Mr. Astley-Sparke was responsible for building our Company’s U.S. infrastructure and has had in-depth experience with several biotechnology companies, and therefore has a deep understanding of our Company and our industry. In addition, Mr. Astley-Sparke’s experience as an investment banker and chartered accountant has given him a high degree of financial sophistication and understanding of financial statements, which make him a valuable member of the Audit Committee. Our Board reviewed Mr. Astley-Sparke’s business relationship with the Company that disqualifies him as “independent” under the Nasdaq Rules and concluded that this relationship did not impair his ability to fulfill his responsibilities as a member of the Audit Committee. In accordance with Rule 5605(c)(2)(B), Mr. Astley-Sparke has not served on the Audit Committee for more than two years and has not chaired the Audit Committee.

As noted above, the Audit Committee is governed by the Audit Committee Charter.  A copy of this Charter is available on our website at www.uniqure.com under “Investors & Newsroom — Corporate Governance — uniQure Audit Committee Charter.”  In addition to the risk oversight responsibilities discussed above, the Audit Committee’s other responsibilities include recommending the selection of our independent registered public accounting firm; reviewing with the Company’s independent registered public accounting firm the procedures for and results of their audits; reviewing with the independent accountants and management our financial reporting,  internal controls and internal audit procedures; reviewing and approving related party transactions; and reviewing matters relating to the relationship between the Company and our independent registered public accounting firm, including the selection of and engagement fee for our independent registered public accounting firm, and assessing the independence of the independent registered public accounting firm.  The Audit Committee has the authority to engage independent legal, accounting and other advisers, as it determines necessary to carry out its duties.

The Audit Committee met 65 times during 2016.2019.

Compensation Committee

The Compensation Committee is currently comprised of Madhavan Balachandran, Jack Kaye whoand David Meek.  Mr. Balachandran serves as chair and Paula Soteropoulos. Sander van Deventer served as a memberthe Chair of the committee and was chair prior to his appointment as chief scientific officer in August 2017. In the event of his successful election at the Extraordinary Meeting, the Board anticipates that Mr. Balachandran will be appointed to the Compensation Committee. Each of Mr. Balachandran, Mr. Kaye, Ms. Soteropoulos and Mr. BalachandranMeek satisfies the director independence standards and the independence standards for members of the Compensation Committee established by the SEC and Nasdaq. The Compensation Committee is governed by the Compensation Committee Charter. A copy of this Charter is available on our website at www.uniqure.com under “Investors & Newsroom — Corporate Governance —  uniQure Compensation Committee Charter.” In addition to the risk oversight responsibilities discussed above, the Compensation Committee’s other responsibilities include reviewing and approving or recommending to the Board for approval, as appropriate, the compensation of our executive officers following consideration of corporate goals and objectives relevant to such executive officers; overseeing the evaluation of the Company’s senior executives; reviewing and making recommendations to the Board regarding incentive compensation and equity-based plans; and administering our stock option plans.

Without further action from the Board, the Compensation Committee has the authority to retain compensation consultants and other outside advisors to assist in the evaluation of executive officer compensation and is empowered to pay compensation to such consultants and other outside advisors.

The Compensation Committee retained Willis Towers Watson to act as a compensation consultant during the year ended December 31, 2016. The compensation consultant provided assistance2019 to assist in designing and reviewing our management and director compensation programs. Willis Towers Watson’s engagement included reviewing base salaries, equity incentivesFor further information, please refer to “Compensation Discussion and other compensation for directors

and senior management, including against a peer group of companies. In making decisions regarding the form and amount of compensation to be paid to directors and senior management, the Compensation Committee considered the information gathered by and recommendations of Willis Towers Watson. The Compensation Committee has assessed the independence of Willis Towers Watson pursuant to SEC rules and Nasdaq listing rules and concluded that the work of Willis Towers Watson did not raise any conflicts of interest.Analysis,” below.

The Compensation Committee met 610 times during 2016.2019.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is currently comprised of Sander van DeventerJeremy Springhorn, Philip Astley-Sparke and Paula Soteropoulos.  Dr. van DeventerSpringhorn currently serves as chairthe Chair of the Compensation Committee. In the event of his successful elections at the Extraordinary Meeting, the Board anticipates that Dr. Springhorn will be appointed to the Nominating and Corporate Governance Committee and will be appointed chairCommittee. Each of the committee. As of August 7, 2017, Dr. van Deventer joined the Company’s management team as its chief scientific officer. He has notified the Board that he will resign his position on the Board upon the election of one or both of the nominees at the Extraordinary Meeting. Each ofSpringhorn, Ms. Soteropoulos and Dr. Springhorn satisfiesMr. Astley-Sparke satisfy the independence standards established by SEC and Nasdaq. The Nominating and Corporate Governance Committee is governed by the Nominating and Corporate Governance Committee Charter. A copy of this Charter is available on our website at www.uniqure.com under “Investors & Newsroom—Newsroom — Corporate Governance — uniQure Nominating and Corporate Governance Committee Charter.”  In addition to the risk oversight responsibilities discussed above, the Nominating and Corporate Governance Committee’s other responsibilities include identifying individuals qualified to become Board members and to recommend to the Board the nominees for director at annual general meetings of Shareholders;shareholders; recommending to the Board nominees for each Committee; developing and recommending to the Board corporate governance principles applicable to the Company; and leading the Board in its annual review of the Board’s performance.

The Nominating and Corporate Governance Committee met 37 times during 2016.2019.

Research and Development Committee

The Research and Development Committee is currently comprised of Jeremy Springhorn, Philip Astley-Sparke and Paula Soteropoulos.  Dr. Springhorn currently serves as the interim Chair of the Research and Development Committee. Each of Dr. Springhorn, Ms. Soteropoulos and Mr. Astley-Sparke satisfy the independence standards established by SEC and Nasdaq. The Research and Development Committee is governed by the Research and Development Committee Charter. A copy of this Charter is available on our website at www.uniqure.com under “Investors & Newsroom — Corporate Governance — uniQure Research and Development Committee Charter.”  In addition to the risk oversight responsibilities discussed above, the Research and Development Committee’s other responsibilities include: serving as an advisory body to the Board in matters related to the Company’s technology, research and development activities, product pipeline, and manufacturing platform (the “Company’s Technology”); advising the Board on the strategic direction of the Company with respect to the Company’s Technology; and evaluating the function and effectiveness of the Company’s research, development, manufacturing operations, clinical operations, and other technical, scientific and medical operations.

The Research and Development Committee was formed in December 2019 and did not meet in 2019.

Polices Governing Director Nominations

Director Nomination Process

Our Board is responsible for selecting its own members.members for appointment. The Board delegates the selection and nomination process to the Nominating and Corporate Governance Committee, with the expectation that other members of the Board, and of management, will be requested to take part in the process as appropriate. The Nominating and Corporate Governance Committee makes recommendations to the Board regarding the size and composition of the Board. The Nominating and Corporate Governance Committee is responsible for ensuring that the composition of the Board accurately reflects the needs of the Company’s business and, in furtherance of this goal, for proposing the addition of members and the necessary resignation of members for purposes of obtaining the appropriate members and skills. The Nominating and Corporate Governance Committee recommends, and the Board nominates,non-executive directors nominate, candidates to stand for electionappointment as directors.

Generally, our Nominating and Corporate Governance Committee identifies candidates for director nominees in consultation with management, through the use of other advisors, through the recommendations submitted by shareholders or through such other methods as the Nominating and Corporate Governance Committee deems to be helpful to identify candidates. Candidates recommended by shareholders and other stakeholders are given appropriate consideration in the same manner as other candidates. Once candidates have been identified, our Nominating and Corporate Governance Committee confirms that the candidates meet all of the minimum qualifications for director nominees established by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee may gather information about the candidates through interviews, detailed questionnaires, background checks or any other means that the Nominating and Corporate Governance Committee deems to be appropriate in the evaluation process. The Nominating and Corporate Governance Committee then meets as a group to discuss and evaluate the qualifications and skills of each candidate, both on an individual basis and taking into account the overall composition and needs of the Board. Based on the results of the evaluation process, the Nominating and Corporate Governance Committee recommends candidates as director nominees for electionappointment to the Board for the Board’s approval.

With respect to Dr. Springhorn and Mr. Balachandran were identified as candidates for positions on the Board by the members of the Nominating and Corporate Governance Committee, with the assistance of Mr. Astley-Sparke.

Qualifications

The Nominating and Corporate Governance Committee may receive from shareholders and others recommendations for nominees for electionappointment to the Board and recommend to the Board candidates for Board membership for consideration by the shareholders at the annual general meeting of shareholders. In recommending candidates to the Board, the Nominating and Corporate Governance Committee takes into

consideration the Board’s criteria for selecting new directors, including, but not limited to, integrity, past achievements, judgment, intelligence, relevant experience and a commitment to understanding the Company’s business and its industry and the ability of the candidate to devote adequate time to Board duties. The Nominating and Corporate Governance Committee does not assign specific weights to particular criteria, and no particular criterion is a prerequisite for any Board candidate. We do however consider diversity in reviewing director candidates and do not discriminate on the basis of race, religion, sexual orientation, sex or national origin. Under Dutch law, as a company with fewer than 30% of the directors being women, we are required to disclose the rationale behind our failure to have a specified diversity percentage for the Board and our efforts to obtain such diversity and have done so in our Dutch statutory annual report for 2016, which is available on our website. In order for the Board to fulfill its responsibilities, our Nominating and Corporate Governance Committee believes that the Board should include directors possessing a blend of experience, knowledge and ability, regardless of other characteristics.

Family Relationships

There are no family relationships among any of our directors,Any Shareholder wishing to recommend a candidate for Board membership should submit the recommendation in writing to Investor Relations at uniQure N.V., Paasheuvelweg 25a, 1105 BP Amsterdam, the Netherlands. The written submission should set forth the candidate’s qualifications as specified in the uniQure Nominating and Corporate Governance Committee Charter. The Nominating and Corporate Governance Committee will consider all candidates recommended by Shareholders who satisfy the minimum qualifications for director nominees for directors, or executive officers.

Compensation Committee Interlocks and Insider Participation

None of our executive officers currently serve, or have served during the last completed fiscal year, on the compensation committee or board of directors of any other entity that has one or more executive officers serving as aBoard member of our Board or Compensation Committee.attributes.

Code of Business Conduct and Ethics and Corporate Governance Guidelines and Board Rules

We have adopted a code of business conduct and ethics that is applicable to all of our employees, officers, and directors, including our chief executive officerChief Executive Officer and chief financial officer.Chief Financial Officer.  The code of business conduct and ethics and corporate governance guidelines and board rules areis available on our website at www.uniqure.com . under “Investors & Newsroom — Corporate Governance —

uniQure Code of Business Conduct and Ethics.”  We have also adopted corporate governance guidelines and board rules which are applicable to the company’s management.management and are available on our website at www.uniqure.com under “Investors & Newsroom — Corporate Governance — uniQure Corporate Governance Guidelines and Rules for the Board of Directors”.

In addition to the Listing Rules of the NASDAQNasdaq Global Select Stock Market and rules and regulations as promulgated by the SEC, as a Dutch company, our governance practices are governed by the Dutch Corporate Governance Code.  The Dutch Corporate Governance Code (as amended) contains a number of principles and best practices, with an emphasis on integrity, transparency, and accountability as the primary means of achieving good governance.

There is considerable overlap between the requirements we must meet under U.S. rules and regulations and the provisions of the Dutch Corporate Governance Code.  Although we apply several provisions of the Dutch Corporate Governance Code, as a “domestic” issuer, we comply with the Nasdaq corporate governance requirements.

In accordance with the Dutch Corporate Governance Code’s compliance principle of “comply-or-explain,“apply-or-explain,” which permits Dutch companies to be fully compliant with the Dutch Corporate Governance Code by either applying the Dutch practices or explaining why the company has chosen to apply different practices, we disclose in our Dutch statutory annual report that accompanies our Dutch statutory annual accounts to what extent we do not apply provisions of the Dutch Corporate Governance Code, together with the reasons for those deviations.  Our Dutch statutory annual report may be found on the “Investors & Newsroom — Events and Presentations” section of our website at http://www.uniqure.com/investors-newsroom/events-presentations.php.

DELINQUENT SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE16(A) REPORTS

Section 16(a) of the Exchange Act requires our executive officers, directors and persons who beneficially own more than ten percent of our Ordinary Shares to file reports of their beneficial ownership and changes in ownership (Forms 3, 4 and 5, and any amendment thereto) with the SEC. Executive officers, directors, and greater-than-ten-percent holders are required to furnish us with copies of all Section 16(a) forms they file. We were a foreign private issuer until January 1, 2017 and therefore our executive officers, directors and persons who beneficially own more than ten percent of our Ordinary Shares were not required to file reports of their beneficial ownership or changes in beneficial ownership prior to January 1, 2017.

Based solely upon a review of the Forms 3, 4, and 5, as applicable, furnished to us since we ceased to be a foreign private issuer on January 1, 2017, we have determinedbelieve that our executive officers, directors, and greater-than-ten-percent beneficial owners filed their beneficial ownership and change in ownership reports with the SEC in a timely manner during the 2019 calendar year, except as listed below.below:

CERTAIN RELATIONSHIPS AND RELATED PERSONS TRANSACTIONS

Pre-Approval Policy Regarding Related Party Transactions

The Board has adopted a related party transactions policy, pursuant to which the chief financial officerChief Financial Officer and the Audit Committee isare charged with reviewing and approving or disapproving related party transactions.  A “Related Party Transaction” under the policy means any transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) where the amount involved or proposed to be involved exceeds $120,000 (or its equivalent in any currency), in which the Company or any of its controlled subsidiaries was, is or will be a participant (i.e., not necessarily a party) and in which any Related Party, as defined below, had, has or will have a direct or indirect material interestinterest. The “Related Party Transactions Policy” supplements the provisions in the Company’s Code of Business Conduct and Ethics concerning potential conflict of interest situations. Pursuant to the policy, compensation of directors and senior management are reviewed and approved by the Compensation Committee.

This written policy covers transactions or series of transactions in which the Company or any subsidiary participates and a “Related Party” has or will have a direct or indirect material interest. For purposes of this policy, a “Related Party” is:

·                  Each director and executive officer of the Company and any person who was serving as a director and/or executive officer at any time since the beginning of the Company’s last fiscal year;

·                  Any nominee for electionappointment as a director of the Company;

·                  Any security holder who atis the timebeneficial owner or record holder of the occurrence of the transaction, owned beneficially or of record more than 5% of any class of the Company’s voting securities;

·                  Any immediate family member of any of the foregoing persons. An “immediate family member” includes the spouse, parents, stepparents, children, stepchildren, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, brothers- and sisters-in-law, and any person (other than a tenant or employee) sharing the household of a director, executive officer, director nominee or greater than 5% security holder of the Company; and

·                  Any entity that employs any person identified in the above or in which any person identified in the above directly or indirectly owns or has a material interest.

Pursuant to the Related Party Transactions Policy, each Company executive officer, director or nominee for director or any other officer or employee who intends to cause the Company to enter into a related party transaction must fully disclose to the chief financial officerChief Financial Officer all material facts concerning a prospective transaction or arrangement involving the Company in which such person may have an interest. The chief financial officerChief Financial Officer will review the information and make a preliminary, written conclusion as to whether the transaction is a related party transaction.  If the preliminary conclusion is that the transaction would be a related party transaction, the chief financial officerChief Financial Officer will present the information and his conclusion to the Audit Committee for review. If a member of the Audit Committee is involved in the transaction, that member will not participate in determining whether the related party transaction is approved or ratified by the Audit Committee. Annually, the Audit Committee will review any previously approved or ratified related party transactions that are continuing and determine based on then-existing facts and circumstances.

Before any related person transaction is approved, the following factors are to be considered:

·                  theThe Related Party’s interest in the transaction;

·                  theThe approximate value of the aggregate amount involved in the transaction;

·                  theThe approximate value of the amount of the Related Party’s interest in the transaction;

·                  aA summary of the material terms of and facts relating to the transaction, including any documentation or proposed documentation for the transaction, and identification of the area(s) of the Company’s business directly relevant to the transaction;

·                  whereWhere the transaction involves the purchase or sale of products, property or services, the availability of comparable products, property or services from or to (as applicable) unrelated third-party sources;

·                  whetherWhether the transaction was undertaken in the ordinary course of business of the Company;

·                  anAn assessment of whether the transaction’s terms are comparable to terms available from or to (as applicable) unrelated third parties in an arms-length transaction;

·                  theThe purpose of, and the potential benefits to the Company of the transaction; and

·                  anyAny other information regarding the transaction or the Related Party in the context of the proposed transaction that would be material to investors in light of the circumstances of the particular transaction.

Approval of a transaction under the policy will be granted only if it is determined that, under all of the circumstances, the transaction is in, or not inconsistent with, the best interests of the Company.

Review of Related Party Transactions

Since January 1, 2016,2019, we have engaged in the following transactions with the members of our Board, senior management, parties that held more than 5% of our Ordinary Shares during that period, and their affiliates, which we refer to as our related parties. Each of these transactions was approved in accordance with our Related Transactions Policy.

Grants of Options to Related Parties

We grant options to members of the Board and senior management.  Details of options granted are included within the beneficial ownership table below.

4D Molecular Therapeutics Collaboration

In January 2014, we entered into a collaboration and license agreement with 4D Molecular Therapeutics.   4D Molecular Therapeutics, or 4DMT.  4DMT is a company co-founded by Dr. David Schaffer, whoand he currently serves as the Chief Scientific Officer. Dr. Schaffer was appointed to our Board in January 2014 pursuant to the terms of that collaboration.collaboration and license agreement.  In connection with this transaction, we agreed to provide specified research and development financing, areand were obligated to make certain upfront, royalty and milestone payments,payments. In August 2019, we entered into an amended and granted an optionrestated collaboration and license agreement (“Amended CLA”), as well as a separate new collaboration and license agreement (“New CLA”) with 4DMT. Pursuant to purchase up to 609,744 Ordinary Shares at an exercise price of €0.05 per share. At October 1, 2014, 25%the terms of the options vested (expiring at December 28, 2014), 50%Amended CLA, we received from 4DMT an exclusive sublicensable, worldwide license under certain 4DMT intellectual property rights to research, develop, make, use and commercialize previously selected AAV capsid variants and certain associated products using 4DMT proprietary AAV technology for delivery of gene therapy constructs to cells in the options vested at January 31, 2015 (expiring on December 28, 2015)central nervous system and the remainder vested on January 31, 2016 (expiring on December 28, 2016)liver (the “Field”). In accordance with the New CLA, the parties agreed to research and develop, at 4DMT’s cost, new AAV capsid variants using 4DMT proprietary AAV technology for delivery of up to

six additional transgene constructs in the Field that will be selected by us.  Dr. Schaffer is not standing for reappointment to the Board for another term.

BMS

In April 2015, we and Bristol Myers Squibb (“BMS”) entered into various commercial and investment agreements providing BMS exclusive access to uniQure’s gene therapy technology platform for multiple targets in cardiovascular and other target-specific disease areas. We received $50 million in upfront payments upon effectiveness of the licensing and collaboration transaction in May 2015. An additional $15 million payment was received in July 2015 upon designation of three additional collaboration targets by BMS.  In addition, pursuant to the collaboration agreements, in June 2015, BMS purchased 1,112,319 of our Ordinary Shares for aggregate consideration of $37.6 million.  Immediately after the issuance, BMS owned 4.9% of our outstanding Ordinary Shares.  In August 2015, we issued an additional 1,275,789 of our Ordinary Shares to BMS for aggregate consideration of $37.9 million.  Immediately after the issuance, BMS owned 9.9% of our outstanding Ordinary Shares. We recognized $3.9$5.0 million in license revenue from BMS for the year ended December 31, 2016 (2015: $2.42019 (2018: $7.5 million).

SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT

Based on information publicly filed and provided to us by certain holders, the following table shows the number of our Ordinary Shares beneficially owned as of July 1, 2017,April 13, 2020 by (i) each person known by us to beneficially own more than five percent of our voting securities, (ii) each named executive officer, (iii) each of our directors, (iv) each of our director nominees, and (v) all of our current named executive officers and directors as a group.  Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.  In computing the number of shares beneficially owned by a person and the percentage ownership of that person, Ordinary Shares that could be issued upon the exercise of outstanding equity awards and warrants held by that person that are currently exercisable or exercisable within 60 days of July 1, 2017 daysApril 13, 2020 are considered outstanding.  As of July 1, 2017,April 13, 2020, we had 25,620,07344,299,596 Ordinary Shares outstanding. Unless otherwise stated in a footnote, each of the beneficial owners listed below has direct ownership of and sole voting power and investment power with respect to our Ordinary Shares.

Unless otherwise noted below, the address of each director and named executive officer is c/o uniQure N.V., Paasheuvelweg 25a, 1105BP1105 BP Amsterdam, the Netherlands.

* Denotes less than 1% beneficial ownership.

(1)              The registered office of Forbion 1, ForUniQure and Forbion Management is Gooimeer 2-35, 1411DC Naarden, The Netherlands. The number of shares reported is based solely on the Schedules 13G/A filed by ForUniQure B.V. and Forbion I Management B.V. on February 14, 2017 and Forbion I Co II Management B.V. on February 15, 2017 and with respect to Coöperative AAC LS U.A., a review of the Company’s registered shareholders as of March 31, 2017.2020. Forbion’s beneficial ownership consists of (i) 987,6744,376,883 Ordinary Shares held by Coöperative AAC LS U.A.ForUniQure B.V., or Coöperative,ForUniQure, (ii) 1,530,5019,859 Ordinary Shares held by Forbion Co-Investment Coöperatief U.A., or FCIManagement, and (iii) 1,865,49411,023 Ordinary Shares and options to purchase 133,757 Ordinary Shares held by Forbion Co-Investment II Coöperatief U.A.,Dr. van Deventer, or FCI II.SvD. Forbion 1 Management B.V., or Forbion 1, the director of Coöperative and FCI,ForUniQure and Forbion 1 Co II Management B.V., the director of FCI II, and Forbion Capital Partners Management Services B.V., or Forbion Capital Partners, may be deemed to have voting and dispositive power over the Ordinary Shares held by Coöperative, FCIForUniQure and FCI II. Investment decisionsForbion Management. Forbion 1, the director of ForUniQure, has voting and investment power over the shares held by ForUniQure, which are exercised through Forbion’s investment committee, consisting of H. A. Slootweg, M. A. van Osch, G. J. Mulder and Dr. van Deventer. None of the members of the investment committee have individual voting and investment power with respect to such shares, and the Ordinary Shares held by Coöperative, FCI and FCI II can be made by any twomembers disclaim beneficial

ownership of such shares except to the duly authorized representativesextent of Coöperative, FCI and FCI II.their proportionate pecuniary interests therein. In addition to serving on Forbion’s investment committee, Dr. van Deventer is a partner of Forbion Capital Partners, which acts as the investment advisor to the directors of Coöperative, FCIForUniQure and FCI II.Forbion 1. Dr. van Deventer disclaims beneficial ownership of such Ordinary Shares, except to the extent of his pecuniary interest therein. The address of Forbion Capital Partners, Coöperative, FCI and FCI II is Gooimeer 2-35, 1411 DC Naarden, The Netherlands.

(2)              The registered office of FMR, LLC is 245 Summer Street, Boston, Massachusetts 02210, United States. The number of shares reported is based solely on a Schedule 13G/A filed with the Securities and Exchange Commission by FMR, LLC on February 7, 2020.

(3)              The registered office of Federated Hermes Inc. is 1001 Liberty Avenue, Pittsburgh, Pennsylvania 15222-3770, United States. The number of shares reported is based solely on a Schedule 13G/A filed with the Securities and Exchange Commission by Federated Hermes Inc on February 14, 2020.

(4)              The registered office of Redmile Group LLC is One Letterman Drive Building D Suite D3-300, San Francisco, California 94129, United States. The number of shares reported is based solely on a Schedule 13G filed with the Securities and Exchange Commission by FMR, LLC on February 14, 2020.

(5)              The registered office of Nantahala Capital Management, LLC is 130 Main St. 2nd Floor, New Canaan, Connecticut 06840, United States. The number of shares reported is based solely on a Schedule 13G/A filed with the Securities and Exchange Commission by Nantahala Capital Management, LLC on February 14, 2020.

(6)              The registered office of Bristol-Myers Squibb Company Corp is 345 Park Avenue, New York, NYNew York 10154, United States. The number of shares reported is based solely on a Schedule 13G filed with the Securities and Exchange Commission by Bristol-Myers Squibb Company on August 17, 2015.

(3)(7)             Coller International Partners V-A, L.P.’s beneficial ownership consists of (i) 990,099 Ordinary Shares held by Coller International Partners V-A, L.P., or Coller; (ii) 987,674 Ordinary Shares held by Coöperative; (iii) 1,530,501 Ordinary Shares held by FCI; and (iv) 1,865,494 Ordinary Shares held by FCI II. Coller is a limited partner of the Forbion funds. Coller has no dispositive or voting power over ordinary shares held by the Forbion funds and disclaims beneficial ownership of such ordinary shares except to the extent of its pecuniary interest therein. See footnote 1 above. The general partner of Coller is Coller International General Partner V, L.P. of which Coller Investment Management Limited, or CIML, is the general partner. The directors of CIML are Jeremy Joseph Coller, Cyril Joseph Mahon, Roger Alan Le Tissier, Paul McDonald, Peter Michael Hutton, John Charlton Loveless and Andrew Thane Maden Hitchon and may be deemed to share voting and dispositive power with respect to the ordinary shares held by Coller. The CIML directors disclaim beneficial ownership of such ordinary shares except to the extent of their pecuniary interest therein. The address of Coller is c/o Coller Investment Management Limited, PO Box 255, Trafalgar Court, Les Banques, St Peter Port, Guernsey, Channel Islands.

(4)                     Mr Soland served as our chief executive officer from December 2015 until September 2016.

(5)                     Dr. Richard’s and Dr. Corzo’s employments ended effective December 31, 2016.

(6)                     Includes for the persons listed below hold options to purchase the following ordinary shares subject to options held by that personnumber of Ordinary Shares shown that are currently exercisable or become exercisable within 60 days of July 1, 2017 and ordinary shares issuable uponApril 13, 2020, as well as the vestingnumber of RSU awards within 60 days of July 1, 2017:outstanding Ordinary Shares shown:

Securities Authorized for Issuance under Equity Compensation Plans

The table below provides information about our Ordinary Shares that may be issued under our 2014 Amended and Restated Share Option Plan (the “2014 Restated Plan”), our predecessor plans and outside these plans as of July 1, 2017:April 13, 2020:

(1)              The exercise price for our RSU and PSU awards is $0.00 and is included in the weighted-average exercise price of outstanding options, warrants and rights.

(2)              The exercise price of outstanding options is denominated in euro and translated to $ at the foreign exchange rate as of April 13, 2020.

(2)(3)              These PSU Awards are measured at target for the outstanding performance-based awards.

(4)              These awards include inducement grants entered into by the Company outside of the 2014 Restated Plan and the predecessor plans.

(3)(5)              At the 2016 annual general meeting of shareholders held on June 15, 2016,2019 Annual General Meeting, our Board was granted the authority to issue a maximum of 19.9% of the Company’s aggregate issued capital outside of a public offering.  As of July 1, 2017, this consisted of 5,100,385 Ordinary Shares. These Ordinary Shares may be issued as part of inducement or other option grants but are not restricted to that purpose.

MANAGEMENT COMPENSATION COMMITTEE REPORT

The Compensation Committee Report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, both as amended.

We have reviewed and discussed the Compensation Discussion & Analysis contained in this Proxy Statement with uniQure’s management, and based upon such review and discussion, we recommended to the Board that the Compensation Discussion & Analysis be included in this Proxy Statement.

The Compensation Committee

COMPENSATION DISCUSSION & ANALYSIS

This section discusses the principlesCompensation Discussion and Analysis (the “CD&A”) explains our compensation philosophy, policies underlying our executive compensation programand decisions for our named executive officers.  The Compensation Committee oversees our executive compensation programs and approves or makes recommendations to the Board2019 for approval where appropriate and required by the Compensation Committee’s charter.  In this role, the Compensation Committee reviews and approves all compensation decisions relating to our named executive officers.  For fiscal 2016, the following wereexecutives, whom we refer to in this CD&A and in the following tables as our named executive officers:

(1) Mr Soland served as chief executive officer from the beginning of the year until September 2016. Mr. Kapusta was appointed as chief executive officer on an interim basis from September 2016 and permanently from December 2016.

(2) Dr. Richard’s employment ended effective December 31, 2016.

(3) Dr. Corzo’s employment ended effective December 31, 2016.Executive Summary

ObjectivesOur Business

We are a leader in the field of gene therapy, seeking to develop one-time administered treatments with potentially curative results for patients suffering from genetic and other devastating diseases. We are working to advance a focused pipeline of innovative gene therapies that have been developed both internally and through partnerships, such as our collaboration with Bristol Myers-Squibb focused on cardiovascular diseases. We believe our gene therapy technology platform and manufacturing capabilities provide us distinct competitive advantages, including the potential to reduce development risk, cost and time to market. We produce our adeno-associated virus based, or AAV-based, gene therapies in our own facilities with a proprietary, commercial-scale, current good manufacturing practices (“cGMP”) and compliant, manufacturing process. We believe our Lexington, Massachusetts-based facility is one of the world’s leading, most versatile, gene therapy manufacturing facilities.

2019 Performance and Achievements

In 2019 and early 2020, our named executive officers played critical roles in the achievement of our goal to advance and expand our pipeline of leading gene therapy product candidates.

We had significant achievements related to our lead product candidate, etranacogene dezaparvovec or AMT-061.  In January 2019, the first patient was treated in our HOPE-B pivotal study of etranacogene dezaparvovec in hemophilia B, after completing the six-month lead-in phase. In September 2019, we achieved full patient enrollment in the lead-in phase of our HOPE-B study.  Additionally, following the completion of the dosing of a Phase IIb dose-confirmation study of etranacogene dezaparvovec in 2018, we were able to announce updated data on several occasions throughout the year.  The 52-week follow-up data in the Phase IIb study showed that all three patients had stabilized and sustained factor IX activity at therapeutic levels after the one-time administration of etranacogene dezaparvovec.

We also achieved significant milestones in our AMT-130 program for our recombinant AAV5 vector carrying a DNA cassette encoding a microRNA that non-selectively lowers or knocks-down human huntingtin protein in Huntington’s disease patients.   In January 2019, we announced that the U.S. Food and Drug Administration (FDA) completed its review of the Company’s Executive Investigational New Drug (IND) application for AMT-130.  Following that review, our IND became effective, which allowed us to begin our planned Phase I/II study.  In April 2019, the U.S. Food and Drug Administration (FDA) granted Fast Track designation for AMT-130.  Preparations are underway to initiate the world’s first clinical study of a one-time administered therapy for the treatment of Huntington’s disease.

Additionally, in September 2019, we also took a significant step in providing long-term financial stability for the Company by closing on our underwritten public offering of a total of 5,625,000 of our ordinary shares at a public offering price of $46.00 per share. The gross proceeds to the Company from the offering, before deducting the underwriting discounts and commissions and estimated offering expenses payable by uniQure, was approximately $259 million, which we expect will provide the Company with funding into the 2022 fiscal year.

Compensation ProgramsPhilosophy and Principles

As determined byWe operate in a competitive, rapidly changing and heavily-regulated industry. The long-term success of our business requires us to be resourceful, adaptable, and innovative. The skills, talent, and dedication of our executive officers are critical components to our success and the Compensation Committee,future growth of the Company’scompany. Therefore, our compensation programsprogram for its senior managementour executive officers, including our named executive officers, is designed to achieveattract, retain, and incentivize the following objectives:best possible talent.

The Compensation Committee has established core objectives for our compensation programs, which are underpinned by a focus on elements that attract and retain the talent we believe is necessary to successfully lead uniQure and our employees globally

·Pay for performance                      motivate

Motivate and reward our senior management to achieve established business and individual objectives

Align interests with our shareholders

Align compensation with the Company’s annualvalue realized by our shareholders

Use “at risk” compensation to incentivize executives

Use “at risk,” or variable, compensation to align the interests with those of our shareholders over time and contribute to the achievement of both short- and long-term corporate objectivesgoals

Attract and strategies;retain talented executives

·                      provide

Provide compensation opportunities and policies that are competitive with similarly sized biotechnology companies;

·                     align executive interests with those of our Shareholders; and

·                     attract and retain talented executives.companies

Elements ofHow We Determine Executive Compensation

At the 2016 Annual General Meeting, the annual meeting of Shareholders adopted a remuneration policy (the “Remuneration Policy”), which structures the compensation granted to our senior managers. The Company’s current executive compensation package for senior management focuses on a fixed base salary, short-term incentives (cash bonus), long-term incentives (equity awards), pension benefits and other benefits. Senior managers are also eligible to receive severance payments under certain circumstances, as further described below.  We utilize base salary to incentivize company and individual performance in relation to competitive market conditions. Short-term incentives are tied to the achievement of pre-determined performance criteria. Our long-term incentives consist of annual and periodic equity awards linked to continued employment and, at the Board’s discretion, the achievement of certain performance targets. Severance and change in control benefits are used to help ensure we retain our executive talent.Compensation Oversight

The Compensation Committee determines, in its sole discretion,is composed solely of independent directors, who at the appropriate componentsend of senior management’s compensation package. As described2019 were Madhavan Balachandran, Jack Kaye and David Meek, with Mr. Balachandran serving as the Committee Chair.  The Chair of the Board, Philip Astley-Sparke is invited to attend meetings, but is not a formal member.

Details of the Compensation Committee’s duties are fully set out in the sectionCompensation Committee’s charter, which can be found on our website: http://uniqure.com/investors-newsroom/corporate-governance.php.

The overarching purpose of the Proxy titled “Compensation Committee”, the Compensation Committee retained Willis Towers Watsonis to act asoversee the manner in which the Board discharges its responsibilities relating to uniQure’s compensation consultant duringpolicies, plans and programs for uniQure’s executive officers and directors.

The Compensation Committee is wholly accountable for any changes in compensation for the year ended December 31, 2016. Our senior managers’ overallChief Executive Officer, and the Chief Executive Officer is not included in any discussions regarding changes to his own compensation. For other named executive officers, recommendations are made by the Chief Executive Officer and subsequently reviewed and approved by the Compensation Committee. Overall compensation for our named executive officers may increase or decrease year-to-year based upon, among other things, his or her annual performance or changes in his or her responsibilities.

The Annual Committee Process

The Compensation Committee typically meets six or more times a year to consider the following items:

Additional meetings are scheduled on an as needed basis, and in 2019 the Committee met 10 times.

Use of an Independent Advisor

As set out in its Charter, the Compensation Committee has the authority to retain outside consultants to provide independent advice to the Committee.  In 2019 the Committee retained Willis Towers Watson (“WTW”) as its independent compensation consultant.  WTW reported directly to the Compensation Committee and took direction from the Chair of the Committee.  Having assessed WTW’s independence pursuant to SEC rules and Nasdaq listing rules, the Compensation Committee concluded that the work of WTW did not raise any conflicts of interest.

During the year, WTW provided assistance in designing and reviewing our management and director compensation programs, including reviewing the compensation peer group, providing market data on all aspects of compensation, reviewing long-term incentive grant practices, and attended Compensation Committee meetings and provided general advice.

The Compensation Committee considered the analysis and advice from WTW, as well as support and insight from management when making compensation decisions.

Managing Compensation-Related Risk

uniQure operates in a highly regulated and competitive sector, and managing risk is embedded in the manner in which the Company is run and operates.  The Board has delegated to the Compensation Committee responsibility to oversee compensation-related risk.

The Compensation Committee annually evaluates whether there are potential risks arising from the Company’s compensation policies and practices as part of our annual risk assessment performed by management and reported to and discussed with the Board.  The Compensation Committee has determined that uniQure’s compensation policies

Base Salary

As described below, our senior managersnamed executive officers receive a base salary, the terms of which are subject to each of their individual employment agreements. Adjustments toThe Compensation Committee annually reviews each named executive officer’s base salary and may be based upon a number of factors, pursuant to the Company’s standard practices, including seniority, scope ofadjust such individual’s base salary after considering his or her responsibilities, individual

performance and contributions to the Company and the Company’s overall financial and stock price performance. TheAdditionally, the Compensation Committee annually reviews each senior manager’swill consider market data, with a view to ensuring base salary is set competitively, with a philosophy of targeting approximately the 50th percentile, taking into consideration the above factors.  Based on that analysis and may adjust such senior manager’sthe recommendation of our Compensation Committee, the Board made adjustments from the prior year to the base salaries of our executive officers.

The 2019 base salary after consideringfor our named executive officers are described below:

As part of our organizational realignment associated with the departure at that time of Dr. Scott McMillan, our Chief Operations Officer, Dr. Kuta and Dr. van Deventer were promoted during the year.  Dr. Kuta’s base salary was increased in August 2019 in association with his or her responsibilities, performancepromotion from the role of Senior Vice President, Regulatory to Executive Vice President, Operations.  Dr. van Deventer’s base salary was increased in August 2019 in association with his promotion from the role of Chief Scientific Officer to Executive Vice President, Product and contributions to the CompanyResearch Development.  Dr. van Deventer’s base salary as of January 2019 was based on a part-time schedule of 60% of full-time employment and the Company’s performance.as of September 2019 was based on a part-time schedule of 80% of full-time employment.

Short-Term Incentives (Annual Cash Bonus)Short-term Incentive Bonus

The Company’s short-term incentives to senior managers consist of discretionary annual cash bonuses. The annualnamed executive officers provide an opportunity for our named executive officers to earn a cash bonus, for senior managers is linked tocontingent on the successful achievement of pre-determined performance targets approved by the Board.goals with various program areas aligned to our strategic objectives. The award of any bonuses shall be subject to the approval of the Board in its discretion.

Any bonus for the Chief Executive Officer is based solely on the assessment of company-wide performance.  For the other named executive officers 80% of their opportunity is based on the same company-wide performance, with the remaining 20% based on individual performance.

Bonus opportunities for the named executive officers in 2019 were as follows: