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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

PROXY STATEMENTSCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.     )

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uniQure N.V.

Paasheuvelweg 25a

1105BP Amsterdam

The Netherlands

+1-339-970-7000

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

To be held on September 14, 2017
December 1, 2020

To the Shareholders of uniQure N.V.:

Notice is hereby given that anthe Extraordinary General Meeting of Shareholders (the “Extraordinary Meeting”) of uniQure N.V., a public company with limited liability (naamloze vennootschap) under the laws of the Netherlands (the “Company,” “uniQure,” and “we”), will be held on September 14, 2017,December 1, 2020, at 9:30 a.m.3:00 p.m., Central European Summer Time, atexclusively over the Company’s principal executive offices located at Paasheuvelweg 25a, 1105BP Amsterdam, the Netherlands,Internet via live audio webcast for the following purposes:

Each person authorized to attend the Extraordinary Meeting may inspect the Agenda at the office of uniQure.

Our Board of Directors (our “Board”) recommends that you vote “FOR” each of the voting proposalsproposal noted above.

The record date is set atBoard has fixed the close of business Eastern Time on August 17, 2017 ESTNovember 3, 2020 as the record date and, therefore, only the Company’s shareholders of record (“Registered Shareholders”) at the close of business Eastern Time on August 17, 2017 ESTNovember 3, 2020 are entitled to receive this notice (this “Notice”) and to vote at the Extraordinary Meeting and any adjournment thereof.

Only shareholdersRegistered Shareholders who have given notice in writing to the Company by September 12, 2017November 30, 2020 of their intention to attend the Extraordinary Meeting in personover the Internet via live audio webcast are entitled to so attend the Extraordinary Meeting in person.Meeting. The conditions for attendance at the Extraordinary Meeting are as follows:follows. Registered Shareholders must:

1.             Shareholders of record (“Registered Shareholders”) must (i)·                  notify the Company by November 30, 2020 of their intention to attend the Extraordinary Meeting over the Internet via the live audio webcast in accordance with the instructions as set out in the Proxy Statement (as defined below);

·                  vote their shares in advance of the Extraordinary Meeting by submittingInternet, by telephone or by mail in accordance with the instructions as set out in the Proxy Statement, and to ensure that their name and the number of registered shares held by them through the Company’s email address at investors@uniQure.comvotes are received no later than September 12, 2017 EST11:59 p.m. Central European Time on November 30, 2020;

·                  submit their questions regarding the agenda items in advance of the Extraordinary Meeting by email to investors@uniQure.com, and (ii) bring a form of personal picture identification to ensure that their questions are received no later than 11:59 p.m. Central European Time on November 30, 2020. The aim is to answer all questions so submitted, and there will be an opportunity to ask follow-up questions during the Extraordinary Meeting; and

2.             Holders of shares held in street name (“Beneficial Holders”) must have their financial intermediary, agent or broker with whom the shares are on deposit issue a proxy to them which confirms they are authorized to take part in and vote at the Extraordinary Meeting. These Beneficial Holders must (i) notify the Company of their intention to attend the Extraordinary Meeting by submitting their name and the number of shares beneficially owned by them through the Company’s email address at investors@uniQure.com no later than close of business on September 12, 2017 EST, (ii) bring an account statement or a letter from the record holder indicating that you owned the shares as of the record date·                  listen to the Extraordinary Meeting (iii) bringover the proxy issued to them by their financial intermediary toInternet via the Extraordinary Meeting and (iv) bring a form of personal picture identification to the Extraordinary Meeting.live audio webcast at www.meetingcenter.io/277844738.

A proxy statement more fully describing the matters to be considered at the Extraordinary Meeting (the “Proxy Statement”) is attached to this Notice.

We have opted to provide our materials in connection with the Extraordinary Meeting pursuant to the full set delivery option in connection with the Extraordinary Meeting.option. Under the full set delivery option, a company delivers all proxy materials to its shareholders. The approximate date on which the Proxy Statement and Proxy Card are intended to be first sent or given to the Company’s shareholders (each a “Shareholder”, and collectively, the “Shareholders”) is August 18, 2017. This delivery can be by mail or, if a shareholder has previously agreed, by e-mail. Accordingly, you are receiving our proxy materials by mail or, if you previously agreed, by e-mail. These proxy materials include this Notice, the Proxy Statement, and the proxy card. In addition to delivering proxy materials to shareholders, the Companya company must also post all proxy materials on a publicly accessible website and provide information to shareholders about how to access that website. Accordingly, you should have received our proxy materials by mail or, if

To Be Held on September 14, 2017,December 1, 2020 at 9:30 a.m.3:00 p.m., Central European Summer Time

This proxy statement (the “Proxy Statement”), which includes the explanatory notes to the agenda for the Extraordinary General Meeting of Shareholders (the “Extraordinary 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 Extraordinary Meeting. The Extraordinary Meeting will be held September 14, 2017, at 9:30 a.m CEST,3:00 p.m. Central European Time, on December 1, 2020, and at any adjournment thereof, atexclusively over the Company’s principal executive offices, Paasheuvelweg 25a, 1105BP Amsterdam, the Netherlands.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”, and collectively, the “Shareholders”) is August 18, 2017.on or about the date hereof.

The purposes of the Extraordinary 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, 2017November 3, 2020 (the “Record Date”) are entitled to receive notice of and to vote at the Extraordinary Meeting and any adjournment thereof. On August 11, 2017,October 22, 2020, we had issued and outstanding 25,629,099 44,496,141 Ordinary Shares. We have no other securities entitled to vote at the Extraordinary 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 Extraordinary Meeting will be available at the Extraordinary Meeting and will also be available for ten (10) days prior to the Extraordinary 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 Extraordinary 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.

“Broker non-votes” are shares represented at the Extraordinary 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 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.”

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Methods of Voting

If you are a record holder of Ordinary Shares at the close of business Eastern Time on August 17, 2017,November 3, 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 Person at the Meeting.  If you attend the Extraordinary 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 Extraordinary Meeting by Internet, by telephone or by mail, such in accordance with the above instructions. To be sure to bring a form of personal picture identification with you. You may deliverthat your completed proxy cardvote will be received in person, or you maytime (and no later than 11:59 p.m. Central European Time on November 30, 2020), please cast your vote by completing a ballot, which will beyour choice of available means at the meeting.  Directions to the Annual Meeting are available by contacting Investor Relations at, uniQure N.V., Paasheuvelweg 25a, 1105BP Amsterdam, the Netherlands, telephone number +1-339-970-7000, email investors@uniQure.com.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,November 3, 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,Extraordinary Meeting over the Internet via live audio webcast, you will not be able to vote the shares you hold in addition to picture identification, you should bring an account statement or a letter fromstreet name in real time over the record holder indicatingInternet via live audio webcast, so please ensure that you owned the shares asvote in advance of the record date,  and contactExtraordinary Meeting by Internet, by telephone or by mail, such in accordance with the broker or other nominee who holdsabove instructions. To be sure that your shares to obtain a broker’s proxy card and bring it with you to the meeting.vote will be received in time (and no later than 11:59 p.m. Central European Time on November 30, 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” electionappointment of Jeremy P. Springhorn,Robert Gut, M.D., Ph.D. to the Board.

·      Voting Proposal No. 2: “FOR” election of Madhavan Balachandran to the Board.as a non-executive director.

Voting by Proxy

The Ordinary Shares represented by any proxy duly given will be voted at the Extraordinary Meeting in accordance with the instructions of the Shareholder. You may vote “FOR” or “AGAINST” or “ABSTAIN” from each of the proposals.voting proposal. If no specific instructions are given, the shares will be voted “FOR” the voting proposalsproposal described in

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this Proxy Statement. In addition, if any other matters come before the Extraordinary 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 notifyingvote. You must notify us at any time beforeof your intention to revoke your proxy is voted.no later than 11:59 p.m. Central European Time on November 30, 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 Extraordinary Meeting is postponed or adjourned for any reason, at any subsequent reconvening of the Extraordinary Meeting, all proxies will be voted in the same manner as the proxies would have been voted at the original convening of the Extraordinary 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 Extraordinary Meeting 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 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 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 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 is also available athttp://www.edocumentview.com/QURE. If you are receiving multiple copies of this Proxy Statement 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 Extraordinary Meeting. The final results will be disclosed in a Current Report on Form 8-K within four days after the meeting date.

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Status as an “emerging growth company”

We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups (JOBS) ActTable 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.Contents

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.

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AGENDA ITEM I—I — OPENING AND ANNOUNCEMENTS

The Chairman will open the Extraordinary Meeting and make any announcements.

AGENDA ITEMSITEM II and III— VOTING PROPOSAL NO. 1 - BOARD APPOINTMENT

VOTING PROPOSALS NO. 1 AND NO. 2— BOARD APPOINTMENTS

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 seveneight directors. The termterms of office of twothree non-executive directors, Philip Astley-Sparke, David Meek, and Will Lewis, isPaula Soteropoulos, are scheduled to expire on the date of the 20182021 annual general meeting (the “2018 Annual Meeting”);of shareholders; 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”);of shareholders; and the termterms of office of threefor four non-executive directors, Madhavan Balachandran, Jack Kaye, David Schaffer,Leonard Post, and Sander van Deventer, is scheduledJeremy Springhorn, are schedule to expire on the date of the 20202023 annual general meeting (the “2020 Annual Meeting”); and the term of officeshareholders. Under our Articles of one non-executive director, Paula Soteropoulos, is scheduled to expire on the date of the 2021 annual meeting (the “2021 Annual Meeting”).  AllAssociation, 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.

Mr. Lewis previously informed the Board that he anticipated that he would not be able to remain on the Board in the long term due to his other business commitments, and that if one or more additional nominees were identified by the Board for election, he would resign before the end of his 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.Association.

Dr. Sander van DeventerGut served as one of our executive directors since our extraordinary general meeting of shareholders in October 2018 until his resignation from his position as Chief Medical Officer in October 2020. The non-executive directors, following the recommendation of the Nominating and Mr. KapustaCorporate Governance Committee, have agreedmade a binding nomination to appoint Dr. Gut as a non-executive director in accordance with article 7.2 of our Articles of Association.  The non-executive directors believe that he can best use his knowledgeDr. Gut’s unique experience makes him well qualified to continue serving on our Board. The non-executive directors also believe that Dr. Gut’s previous experience and experiencework as our Chief Medical Officer makes him well qualified to contributebe one of our non-executive directors.

The Board has nominated Robert Gut for appointment to the Company by workingBoard, to serve as a non-executive director until the Company’s chief scientific officer and resigning2022 annual general meeting of shareholders or until 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 oneearlier death, resignation, suspension or both of the nominees at the Extraordinary Meeting.dismissal.

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

The namesname and agesage as of the Record Date of the individualsindividual who areis our nomineesnominee for election as non-executive directors are:director is:

ROBERT GUT, M.D., Ph.D.  ROBERT GUT, M.D., Ph.D.  Dr. Robert Gut, age 56, 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 of shareholders.  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.  During that time, Dr. Gut led the clinical development, clinical operation, medical affairs, and patient advocacy teams that successfully initiated and executed our HOPE-B pivotal trial of etranacogene dezaparvovec for hemophilia B and our Phase 1/2 clinical trial of AMT-130 for the treatment of Huntington’s disease.  Dr. Gut has more than 22 years of experience in the pharmaceutical and biopharmaceutical industry, leading clinical and medical activities in gene therapy, rare disorders, hematology, endocrinology, and other therapeutic areas. For the majority of his career, Dr. Gut worked at Novo Nordisk Inc. (NYSE: NVO), where he headed the company’s U.S. Biopharm Clinical & Medical organization with leading products in hemophilia, endocrinology, and women’s health (NovoSeven®, Norditropin®, and

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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 and his team have supported the launch of nine new products, overseeing clinical & medical activities including the creation of a new Medical Science Liaisons team and the Health Economics and Outcomes Research group. During his long industry career, he has also served as a member of the Advisory Committee for Reproductive Health Drugs and Drug Safety for the FDA’s CDER division, 2008-2012. Dr. Gut was the Chief Medical Officer of Versartis, Inc. in 2017-2018 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 Executive Education Programs at Wharton, Stanford, and Harvard Business School.

On August 25, 2020, the Company entered into a separation agreement with Dr. Robert Gut (the “Gut Separation Agreement”) in connection with Dr. Gut’s retirement as an officer of the Company, effective as of October 14, 2020 (the “Gut Separation Date”).

The Gut Separation Agreement provides that Dr. Gut will receive, subject to the terms thereof, a lump sum severance payment equal to 140% of Dr. Gut’s annual base salary, or approximately $619,549, less applicable taxes and withholdings, within 30 days following the Separation Date, and reimbursement of full COBRA premiums until the earlier of (a) twelve (12) months from the Gut Separation Date, (b) the date on which Dr. Gut becomes eligible to participate in another employer’s group health plan, (c) the date on which Dr. Gut (or his eligible dependents, as applicable) is no longer eligible for COBRA coverage or (d) the date on which the Company in good faith determines that payments would result in a discriminatory health plan pursuant to the Patient Protection and Affordable Care Act of 2010. Dr. Gut will also be paid a pro-rata bonus equal to forty percent (40%) of his annual base salary. In addition, Dr. Gut will also be paid for any accrued but unused paid time off as of the Gut Separation Date.

Pursuant to the Gut Separation Agreement and except as noted above, Dr. Gut’s participation in all of the Company’s employee benefit plans will terminate as of the Gut Separation Date in accordance with the terms of those plans.  Dr. Gut’s grants of equity in the Company shall be governed by the terms of the associated grant agreements, which are not altered by the terms of the Gut Separation Agreement.

The Gut Separation Agreement also provides that, through the earlier of the one-year anniversary of the Gut Separation Date or Dr. Gut’s appointment to the Board as a non-executive director, Dr. Gut will provide consulting services to the Company on an as-needed basis relating to the transition of the clinical operations organization. Dr. Gut will be reimbursed at a rate of $500 per hour.

Dr. Gut has also agreed to a customary release and is subject to certain confidentiality, disclosure, non-competition, and non-solicitation restrictions.

If appointed, the term of office for Dr. Gut will expire at the end of the 2022 annual general meeting of shareholders.

For information as to the Ordinary Shares held by Dr. Gut, see “Security Ownership of Certain Beneficial Owners and Management”.

As one our former executive directors and our Chief Medical Officer, the Board has determined that Dr. Gut will not be an independent director of the Company within the meaning of the director independence standards of the Nasdaq and SEC rules.

Other than as disclosed above regarding Dr. Gut’s compensation as consultant to the Company, there are no arrangements or understandings between the nominee, directors or executive officers and any other person pursuant to which our nominee, directors or executive officers have been selected for their respective positions.

VOTE REQUIRED

The resolution to appoint Dr. Gut shall be adopted, provided that the requisite quorum is present in person or represented by proxy at the Extraordinary Meeting, unless the Extraordinary Meeting resolves to overrule the binding nomination of the non-executive directors, which resolution requires at least a two-third majority of the votes cast at the Extraordinary Meeting, provided that such majority represents at least half of the issued share capital. Each Ordinary Share confers the right to cast one vote at the Extraordinary Meeting. Blank votes and invalid votes shall be regarded as not having been cast.

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THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE NOMINEE FOR DIRECTOR.

AGENDA ITEM III — ANY OTHER BUSINESS

The Extraordinary Meeting will review and discuss any other business brought to its attention.

AGENDA ITEM IV — CLOSING OF THE MEETING

The Chairman will adjourn the meeting.

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CORPORATE GOVERNANCE

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

We have a one-tier board structure under Dutch 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 one 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 eight directors, one of whom is an executive director and seven of whom are 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 pursuant to the procedure described in Voting Proposal Number 1. Under our Articles of Association, a general meeting of shareholders may suspend or dismiss a director by at least a two-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 of shareholders, or in the case of a director unable to act, up to the moment he is no longer unable 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 directors are primarily responsible for managing our day-to-day affairs. Our non-executive directors supervise our executive directors and our general affairs, and provide general advice to them. In performing their duties, our directors are guided by the interest of our Company 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 board structure is appropriate for the Company. Having staggered, multiple-year terms for 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 of directors 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 resist 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 stockholder special interest groups.

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

There are no arrangements or understandings between the directors or senior management and any other person pursuant to which our directors or senior 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 November 3, 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.

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JEREMY P. SPRINGHORN, PH.D.MATTHEW KAPUSTA. 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 strategicMatthew Kapusta, age 48, has been Chief Executive Officer of uniQure since December 2016, 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 Company’s Board of OverseersDirectors. Mr. Kapusta also has served as our Chief Financial Officer since joining uniQure in January 2015. Prior to joining uniQure, Mr. Kapusta was Senior Vice President at AngioDynamics (NASDAQ: ANGO) from 2011 to 2014, responsible for Colby Collegecorporate 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 Director and Principal Financial Officer due to his broad expertise in the biotechnology and finance industries.

PHILIP ASTLEY-SPARKE. Philip Astley-Sparke, age 49, 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 Officer and co-founder of Replimune Group, Inc. (NASDAQ: REPL), a company developing second-generation oncolytic vaccines. Mr. Astley-Sparke served as Vice President and General 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 scientific advisory boardfirst oncolytic vaccine to Arradial Inc.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 wella Chartered Accountant with Arthur Andersen in London. Mr. Astley-Sparke has been a Venture Partner at Forbion Capital Partners, a venture capital fund, since May 2012. We believe that Mr. Astley-Sparke is qualified to serve as ona Non-Executive Director due to his expertise and experience in the Greater New Haven Chapter of the Juvenile Diabetes Research Foundation.biotechnology industry.

The Nominating and Corporate Governance Committee has recommended the appointment of Dr. Springhorn and the committee and 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. Mr. Balachandran, age 69, has served as a member of our Board since September 2017.  He joined Nutcracker Therapeutics, a private messenger RNA company, as COO in October 2020.  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

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University of New York at Buffalo and an MBA from East Carolina University.

The Nominating and Corporate Governance Committee has recommended the appointment of We believe Mr. Balachandran and the committee and Board believes that Mr. Balachandran would make a suitable board member because his knowledge of the industry and of the operations of life sciences companies.

Neither Dr. Springhorn nor Mr. Balachandran has previously served as a director or executive officer of the Company.

If elected, the term of office for Dr. Springhorn will expire on the date of the 2020 annual general meeting of shareholders and the term of office for Mr. Balachandran will expire on the date of the 2020 annual general meeting of shareholders.

Based upon information requested from 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 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.

There are no arrangements or understandings between the nominees, directors or executive officers and any other person pursuant to which our nominees, 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 in “Security Ownership of Certain Beneficial Owners and Management.”

VOTE REQUIRED

All resolutions shall be adopted by at least a simple majority of the votes cast at the Extraordinary Meeting where more than one third of the issued share capital is represented. Each Ordinary Share confers the right to cast one vote at the Extraordinary Meeting. Blanc votes and invalid votes shall be regarded as not having been cast.  Each proposed non-executive director appointment is considered a separate voting item under Dutch law.

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

AGENDA ITEM IV—ANY OTHER BUSINESS

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

AGENDA ITEM V—CLOSING OF THE MEETING

The Chairman will adjourn the meeting.

CORPORATE GOVERNANCE

Board Leadership Structure and Composition

We have a one-tier board structure under Dutch law.  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 two non-executive directors.  Our Board currently consists of seven directors, one of whom is an executive director and six 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. Under our Articles of Association, a general meeting of shareholders may suspend or dismiss a director by at least a two thirds majority of votes cast, provided that such majority represents more than half 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 able 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 is primarily responsible for managing our day-to-day affairs.  Our non-executive directors supervise our executive director and our general affairs, and provide general advice to him.  In performing their duties, our directors are guided by the interest of our company 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 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 resisting 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 shareholder special interest groups.

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

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

Directors and Senior Management

Set forth below are the names of our current directors and officers, their ages (as of August 15, 2017), 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, joined uniQure as our chief financial officer 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.  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 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 director and interim CFO due to his broad expertise in the biotechnology and finance industries.

PHILIP ASTLEY-SPARKE.  Philip Astley-Sparke, age 46, 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 Executive Chairman and co-founder of Replimune Limited, a company developing second-generation oncolytic vaccines. Mr. Astley-Sparke served as vice president and general 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. Mr Astley-Sparke has been a venture 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 andextensive 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-ChargePartner- 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 48,57, 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 January 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 Baxalta prior to the Weatherhead Schoolacquisition of ManagementBaxalta by Shire. He spent 2 years as CCO of Case Western Reserve UniversityEndocyte. Mr. Meek also spent 8 years at Novartis as a global franchise head, CEO of Novartis 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.LEONARD POST, PH.D. David Schaffer,Dr. Post, age 46,68, 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 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 20over 35 years of experience in chemicalthe pharmaceutical industry where he has held various global executive positions and molecular engineering,has extensive experience in research and stem celldevelopment 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 research,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 over 165 scientific publications, and serves on five journal editorial boards and five industrial scientific advisory boards. Dr. Schaffer holds a bachelorBachelor of scienceScience degree in Chemical EngineeringChemistry from Stanfordthe University of Michigan, and a Ph.D.Doctorate degree in Chemical EngineeringBiochemistry from the Massachusetts InstituteUniversity of Technology. We believe that Dr. Schaffer is qualified to serve as a non-executive director due to his experience in the biotechnology industry and his expertise in that field.Wisconsin.

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 62,58, has served as a member of our Board since April 2012 andSeptember 2017. Since November 2017, Dr. Springhorn has been Chief Business Officer of Syros Pharmaceuticals (NASDAQ:

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SYRS), Inc. Prior to taking his position at Syros, Dr. Springhorn served as member of the AMT supervisory boardPartner, Corporate Development at Flagship Pioneering from April 2010March 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 April 2012.joining Flagship, Dr. van DeventerSpringhorn was one of our co-founders. Hethe 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 as our interim Chief Executive Officerin various leadership roles in R&D before switching to Business Development in 2006. Prior to 1992, Dr. Springhorn received his Ph.D. from February to October 2009. He has been Professor of Translational Gastroenterology at the LeidenLouisiana State University Medical Center since 2008in New Orleans and is a partner of Forbion Capital Partners, which he joined in 2006. Hehis BA from Colby College. Dr. Springhorn currently serves on the boardsBoard of enGene Inc., Argos Biotherapeutics, gICareDirectors for NMD Pharma, IncBoard of Advisors for Mythic Therapeutics and Hookipa Biotech. He was previously a professor, headthe Board 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 15 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.Visitors for Colby College. We believe that Dr. van DeventerSpringhorn is qualified to serve as non-executive directora Non-Executive Director due to his expertiseextensive experience 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.industry.

PAUL FIRUTA.ALEXANDER KUTA, PH.D. Paul Firuta,Dr. Kuta, age 52,60, joined uniQure in January 2017 and 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 includingExecutive 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 OfficerOperations 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.August 2019. Prior to joining Syros, Mr. GarenuniQure, he 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 wasfor EMD Serono, responsible for driving the strategic direction of EMD Serono’s regulatory efforts in immune-mediated diseases, oncology and biologics regulatory CMC, as well as strengthening interactions with the U.S. Food and Drug Administration (FDA). Priorfrom January 2016 to joiningSeptember 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 from 2012 to 2013.Imaging. His previous industry experience includes senior regulatory leadership roles at AMAG Pharmaceuticals (NASDAQ: AMAG) and atfrom August 2010 to April 2012 as well as Genzyme Corporation from August 1995 to July 2010 where he served for 15 yearsworked in regulatory leadership positionsthe areas of increasing responsibility.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.FDA from January 1993 to August 1995 and a Scientific Reviewer from January 1990 to January 1993. Dr. Kuta has also served as a member ofon the BIO Regulatory Affairs Leadership Committee - Cell and Gene Therapy Working Group, andas reviewer for the National Gene Vector Laboratories program, on the ICH (M6) Gene Therapy Working Group.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.

STEVEN ZELENKOFSKE.RICARDO DOLMETSCH, Ph.D. Stephen Zelenkofske,Dr. Ricardo Dolmetsch, age 58, has served51, joined uniQure in September 2020 as our Chief Medical Officer since June 2017.President, Research & Development. He is responsible for uniQure’s gene therapy research activities, as well as nonclinical development, process development, analytical development and vector development.  Prior to joining uniQure, Dr. Zelenkofske served as Vice President and Therapeutic Area HeadDolmetsch was employed by Novartis Institutes for Biomedical Research (NIBR), the research arm of Cardiovascular/Metabolism for AstraZenecaNovartis AG (NYSE: AZN) from November 2014.  Prior to joining Astra Zeneca, from January 2009 to November 2014NVS), where he served as Chiefthe Global Head of Neuroscience since 2013.  There, he led the development of treatments for neurodegenerative and neuropsychiatric diseases, including rare genetically defined disorders. During his tenure, Dr. Dolmetsch played an instrumental role in Novartis’ acquisition of AveXis in 2018 and the successful approval of Zolgensma, a commercial gene therapy for patients with spinal muscular atrophy Type 1. Prior to NIBR, Dr. Dolmetsch was a Professor at Stanford Medical OfficerSchool and a Senior Director at the Allen Institute 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 teamsBrain Science in Seattle, Washington.  He obtained his bachelor’s degree with Lehigh Valley Heart Specialists, Heart Care Group and Cardiology Care Specialists, allhonors from Brown University, earned his Ph.D. in Allentown, PA, and on the medical staff of Episcopal Hospital in Philadelphia. Dr. Zelenkofske holds Bachelor of Science and Master of Science degreesneuroscience from EmoryStanford University and a Doctor of Osteopathic Medicine degree from the Philadelphia College of Osteopathic Medicine.  He conducted his graduate medical educationpostdoctoral training at the Philadelphia College of Osteopathic MedicineHarvard University Medical School and is board-certified in internal medicine, cardiology and cardiac electrophysiology.Children’s Hospital Boston.

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

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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. The Research and Development Committee reviews our technology, research and development activities, product pipeline, and manufacturing platform to advise our management team and the Board on the Company’s technology. 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. Jeremy Springhorn and Madhavan Balachandran hasLeonard Post have 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, David Schaffer and Philip Astley-Sparke dodoes 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 and the Research and Development 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. Soteropoulos 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,

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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

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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 comprised of Leonard Post, Paula Soteropoulos, and Jeremy Springhorn. Dr. Post serves as the Chair of the Research and Development Committee. Each of Dr. Post, Ms. Soteropoulos and Dr. Springhorn 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

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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.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a)16

Table 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.Contents

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 determined 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, except as listed 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;

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·                  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 grantedrestated collaboration and license agreement (“Amended CLA”), as well as a separate new collaboration and license agreement (“New CLA”) with 4DMT. Pursuant to the terms of the Amended CLA, we received from 4DMT an optionexclusive sublicensable, worldwide license under certain 4DMT intellectual property rights to purchaseresearch, 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 central nervous system and the 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 609,744 Ordinary Shares at an exercise pricesix additional transgene constructs in the Field that will be selected by us. Dr. Schaffer’s term of €0.05 per share. At October 1, 2014, 25%office as a non-executive director of the options vested (expiring at December 28, 2014), 50% of the options vested at January 31, 2015 (expiringCompany expired on December 28, 2015) and the remainder vested on January 31, 2016 (expiring on December 28, 2016).June 17, 2020.

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

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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).

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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,September 30, 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 daysSeptember 30, 2020 are considered outstanding.  As of July 1, 2017,September 30, 2020, we had 25,620,07344,487,510 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.

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* 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 and (ii) 1,530,5019,859 Ordinary Shares held by Forbion Co-Investment Coöperatief U.A., or FCI and (iii) 1,865,494 Ordinary Shares held by Forbion Co-Investment II Coöperatief U.A., or FCI II.Management. 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. 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.1.

(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 Redmile Group 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 the following ordinary sharesOrdinary Shares subject to options held by that person that are currently exercisable or become exercisable within 60 days of July 1, 2017 and ordinary shares issuable upon the vesting of RSU awards within 60 days of July 1, 2017:September 30, 2020 as well as Ordinary Shares:

(8)    Dr. van Deventer left the Company on September 14, 2020.

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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:September 30, 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 dollars at the foreign exchange rate as of September 30, 2020.

(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, 2016,2020 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.

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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

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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 servedExecutive Summary Our 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 chief executive officer fromour 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 beginningpotential 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 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.world’s leading, most versatile, gene therapy manufacturing facilities.

Objectives2019 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.

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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 Compensation Oversight

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.

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:

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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 and practices do not encourage executives to take excessive risks given that the various elements of the policies and practices diversify the risks associated with any single element of the executives’ compensation.

Compensation Peer Group

Given the fast-paced nature of our sector, the Compensation Committee reviews the constituents of the compensation peer group on an annual basis, with the support of WTW, to ensure they remain relevant and

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appropriate for comparisons. The Compensation Committee, with advice received from WTW, selected companies for our 2019 peer group through a screening process that considered publicly traded biopharmaceutical companies similar to us in number of employees, market capitalization and stage of product development. Based on the screening criteria, nine companies were removed from the peer group compared to the prior year, and eight new companies were added.

The primary reasons for an exclusion or addition was to reflect therapeutic relevance or to meet appropriate size parameters. As a result, the 2019 compensation peer group, which was approved in September 2018, comprised the following 17 companies:

The peer companies had market capitalizations that ranged from approximately $697 million to $3.03 billion and a number of employees that ranged from 89 to 594. At the time the analysis was conducted, we had approximately 202 employees and a market capitalization of approximately $1.46 billion.

The Compensation Committee determined that uniQure’s size relative to the peer group was appropriate for the purpose of compensation comparisons. At the time of approval, uniQure ranked at the 57th percentile for market capitalization, at the 99th percentile for one-year Total Shareholder Return (“TSR”), at the 54th percentile for revenue and at the 88th percentile for headcount. For roles where insufficient proxy statement data was available to inform market comparisons, the Committee additionally referenced survey data provided by WTW and Radford for similarly sized biotech and biopharma companies.

Compensation Elements

At the 2016 Annual General Meeting, uniQure shareholders approved our Remuneration Policy, which sets out the structure for the compensation granted to our senior managers, including the Chief Executive Officer and other named executive officers. The full policy can be found on our website: http://uniqure.com/investors-newsroom/corporate-governance.php.

In summary, our compensation program is designed to be straightforward in nature with five core elements, the first three of which are compensation related and the last two are benefits reflecting local market practices for each named executive officer.

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Target Pay Mix

A significant portion of our named executive officers’ target compensation is variable and at-risk, short term incentives (“STI”) and long term incentives (“LTI”) maximizing alignment with our shareholders and long-term value creation.

In 2019, the target compensation mix for the CEO, of which 85% was at-risk, is detailed below:

We do not specify a target mix of salary, STI and LTI compensation for our other named executive officers, but we use target a range of approximately 60% - 65% for the at-risk components. The overall compensation structure is adjusted to determine an appropriate mix on a position-by-position basis based on peer group data and other comparable compensation data for each position.

2019 Compensation Decisions and Outcomes 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 to base salary may be based upon a number of factors, pursuant to the Company’s standard practices, including seniority, scope of responsibilities, individual performance, contributions to the Company and the Company’s overall financial and stock price performance.  The Compensation Committee annually reviews each senior manager’snamed executive officer’s base salary and may adjust such senior manager’sindividual’s base salary after considering his or her responsibilities, performance and contributions to the Company and the Company’s overall performance. Additionally, the Compensation Committee will 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 the 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 for our named executive officers are described below:

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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 promotion 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 Research 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 as of September 2019 was based on a part-time schedule of 80% of full-time employment.

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:

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We believe these four strategic areas are critical to the successful execution of our long-term strategy and the achievement of sustainable shareholder value creation. In approving the targets, each goal within a program area has an associated level of achievement and time frame. The extent to which the goal is achieved, and whether or not it is on time, informs the rating assigned at year-end.

In order to achieve a threshold bonus the total performance must be assessed at a minimum of 50%. Amounts between threshold, target and maximum payout are interpolated to reward incremental achievement and no amounts are paid for results on a particular performance metric if actual results are below threshold. For performance assessed at below 50%, no bonus is paid, and for performance assessed at above 150%, no additional bonus is paid.

For the 2019 annual incentive bonus plan, our Board determined, based on the recommendation of the Compensation Committee, that the overall achievement of the Company relative to the target performance objectives was 109%. A summary of the performance assessment is below:

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The remaining component of the target performance objectives was a discretionary assessment by the Board adding an additional 7.5% to the corporate performance for 2019. This was based on a number of additional factors not captured in the corporate goals, including successfully completing a facility expansion in Lexington Massachusetts, successfully manufacturing at 500L in accordance with current Good Manufacturing Practices, initiating and advancing new research programs focused on CNS disorders, the prosecution and issuance of new intellectual property for key programs, completing an organizational realignment involving the operations function and successfully transitioning to our new auditors at KPMG.

In respect of the individual performance component for the named executive officers other than the Chief Executive Officer, the Compensation Committee noted the following achievements in approving the rating recommendation submitted by the Chief Executive Officer:

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The combination of this company-wide corporate performance and individual performance resulted in the following awards in respect of 2019 performance:

2019 Long-Term Incentives (Equity Awards)Incentive Awards

The Company’s 2014 Restated Plan provides that the Board may grant equity awards to senior managers.its employees. These grants include annual and periodic equity awards linked to continued employment and, at the Board’s discretion, the achievement of certain performance targets. Such grants as they apply to our named executive officers are fully described below. Pursuant to the 2014 Restated Plan, senior managersemployees may be granted options, restricted share units or performance share units (PSUs). PSU grantsunits. By awarding long-term incentive awards via a combination of different vehicles, the Compensation Committee can balance the objectives of driving sustainable long-term performance and shareholder value creation, encouraging retention while remaining market competitive.

The Company adopted an employee share purchase plan (the “Purchase Plan”) at the 2018 Annual General Meeting. The Purchase Plan is designed to allow eligible employees of the Company and its designated subsidiaries to purchase discounted Ordinary Shares at designated intervals through their accumulated payroll deductions. The provisions of the Purchase Plan are intended to satisfy the requirements of Section 423 of the U.S. Internal Revenue Code of 1986, as amended, with respect to U.S. participants. Favorable tax treatment is available for U.S. tax residents participating in a plan that qualifies under Section 423.

Awards are generally made annually in the first calendar quarter, taking into account impact on achieving our corporate goals, performance in the prior year and market data for the compensation peer group. The key features of each award type are as follows:

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Target equity awards are approved each year by the Compensation Committee, based on a combination of factors including overall corporate achievement, individual performance, granting history in prior years, impact on share utilization and dilution, impact of the individual on achieving the Company’s corporate goals, market practices and other relevant factors. In determining and approving award values, the Compensation Committee reviews data for our peer group and the overall total compensation of our executive officers. In light of the overall corporate performance and individual achievement in 2018, our Compensation Committee recommended that the Board grant long-term incentive equity awards that were commensurate with the 62.5th percentile of our peer group. Accordingly, target equity awards for named executive officers other than our CEO were approved at a level of approximately 175% to 270% of 2018 base salary, and target equity awards for our CEO were approved at a level of 567% of 2018 base salary.

Based on the terms of his employment agreement, Dr. Gut’s target equity award for 2019 was pro-rated by 50%, reflecting his appointment in August 2018.

In establishing the mix of long-term incentives to award our named executive officers, the Compensation Committee referenced market data for our peers, which found that most competitors grant awards in either stock options or a combination of stock options and restricted stock units. To further enhance the alignment of executive interests with the achievement of our corporate objectives, the Committee determined that it was appropriate for a portion of the awards to be linked to specific performance criteriain the form of performance stock units, accepting that this would differentiate uniQure from typical market practice.

In 2019, equity awards had the following target mix based on fair values determined as determinedof January 14, 2019:

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Employee Share Purchase Plan

The Employee Share Purchase Plan is designed to allow eligible employees of uniQure and its designated subsidiaries to purchase discounted Ordinary Shares at designated intervals through their accumulated payroll deductions. The purpose of the Plan is to provide employees with a convenient method to invest in uniQure Ordinary Shares which will increase the equity stake of our employees and will benefit shareholders by aligning more closely the interests of our participating employees with those of our shareholders. We believe that this will help to motivate and retain highly qualified employees.

Under the Plan, the number of Ordinary Shares initially reserved for issuance was 150,000. The purchase price of the Ordinary Shares acquired on each purchase date will be the lesser of (a) 85% of the closing price of an Ordinary Share on the first day of the offering period or (b) 85% of the closing price of an Ordinary Share on the purchase date.

CEO Pay Ratio

Under Item 402(u) of Regulation S-K adopted by the BoardSEC pursuant to the Dodd-Frank Wall Street Reform and willConsumer Protection Act of 2010, we are required to disclose the ratio of the annual total compensation of our Chief Executive Officer to the annual total compensation of our median compensated employee, excluding our CEO.

(a) This annual total compensation is the Total Compensation from the Summary Compensation Table.

Methodology

Our methodology for determining our CEO pay ratio relies on estimates and assumptions calculated in a manner consistent with SEC rules and guidance.

Determination of Employee Population

For this 2019 CEO pay ratio disclosure, we have used the median employee analysis that we conducted last year for the 2018 CEO pay ratio disclosure. We believe there has been no change in our employee population or employee compensation arrangements that would significantly affect the pay ratio disclosure for 2019. For the 2018 disclosure, we determined our global employee population as of the December 31, 2018, including full-time, part-time, seasonal and temporary workers, other than our CEO. As of December 31, 2019, we had a total of 248

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employees, 116 of whom were based in Amsterdam, The Netherlands, and 132 in Lexington, Massachusetts.  As of September 30, 2020, we had a total of 314 employees, 152 of whom were based in Amsterdam, The Netherlands, and 162 in Lexington, Massachusetts.

Calculating Median Employee Compensation

To identify the median employee in 2018, we used base salary as our consistently applied compensation measure (“CACM”), which we obtained from our payroll records across our global employee population. We used the total wages earned in that calendar year, adjusted the pay of employees in Europe from Euros to U.S. Dollars using the average exchange rate that we applied in our financial statements, and, where applicable, pro-rated the annualized base salary of any non-hourly, part-time employees to reflect the full-time actual salary being earned. The employee that was determined to be earnedour median employee for purposes of our 2018 CEO pay ratio disclosure is no longer employed by uniQure. Therefore, we have selected a similarly compensated employee for this 2019 disclosure. In the median employee analysis, the median fell between two similarly compensated employees. Thus, for this 2019 disclosure, we have selected as the median employee the other of those two employees.

Based upon the comparison using the CACM, we determined that the total annual compensation of our median employee was $122,079 as of December 31, 2019.

Our CEO to median employee pay ratio is 39 to 1.

The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the actual achievement of this specific criteria during the performance period, typically one year following the date of grant (known as the performance period), as determinedpay ratio reported by the Board.  The vesting period applicableother companies, including our compensation peer group, may not be comparable to the PSUs will be set by the Board at the time of grantpay ratio reported above, as other companies have different employee populations and is typically three years following the date of the grant.  Upon vesting of the PSUs, shares are automatically granted to the grantee.compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

Employment Agreements

Matthew Kapusta

Prior to becoming our chief executive officer,Chief Executive Officer, Mr. Kapusta served as our chief financial officer.Chief Financial Officer. On December 9, 2014, the Company entered into an employment agreement with Mr. Kapusta for the role of chief financial officerChief Financial Officer (the “Kapusta CFO Agreement”). On October 19, 2017 (the “First Kapusta Amendment, March 14, 2017 (the “Second Kapusta Amendment”) and October 26, 2017 (the “Third Kapusta Amendment,” together with the First Kapusta Amendment and the Second Kapusta Amendment, the “Kapusta Agreement Amendments”), the Company entered into an amendmentamendments to the Kapusta CFO Agreement in connection with his new role as chief executive officerChief Executive Officer (the “Kapusta Agreement Amendment”, the Kapusta CFO Agreement as amended by the Kapusta Amendment Agreement Amendments being the “Kapusta Employment Agreement”). The Kapusta Employment Agreement provides that Mr. Kapusta will earn a base salary equal to $450,000 per year effective January 1, 2017, plus reimbursement of expenses incurred on the Company’s behalf. Mr,Effective January 1, 2020, Mr. Kapusta’s base salary was increased to $566,500 per year. Mr. Kapusta is also eligible for an annual performance bonus with a target for 20172020 of 50%60% of his base salary and a grant of restricted share units as further described in the Kapusta Employment Agreement. The termination provisions orof the Kapusta Employment Agreements are further discussed below. The term of the Kapusta Employment Agreement iswill run through December 31, 2018.2020 or until terminated by either us or by Mr. Kapusta. A copy of the Kapusta CFO Agreement wasis filed as Exhibit 10.6 to the Company’s Annual Report on Form 10-K as filed with the SEC on March 15, 2017. A copy of the Second Kapusta Agreement Amendment wasis filed as Exhibit 10.7 to the Company’s Annual Report on Form 10-K as filed with the SEC on March 15, 2017. A copy of the Third Kapusta Amendment is filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 1, 2017. The foregoing are not complete descriptions of the Kapusta Employment Agreement doand are qualified in their entirety by reference to the full text of such agreement.