If the Extraordinary2022 Annual Meeting is postponed or adjourned for any reason, at any subsequent reconvening of the Extraordinary2022 Annual Meeting, all proxies will be voted in the same manner as the proxies would have been voted at the original convening of the Extraordinary2022 Annual Meeting (except for any proxies that have at that time effectively been revoked or withdrawn).

You are requested, regardless of the number of shares you own or your intention to attend the Extraordinary2022 Annual 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 the Company’s Annual Report on Form 10-K and this Proxy Statement will be delivered to an address where two or more Shareholders reside unless we have received contrary instructions from a Shareholder residing at such address.  AUpon written or oral request from a Shareholder, we will promptly deliver a separate copy of the Annual Report on Form 10-K, the Proxy Statement, Notice of Internet Availability of Proxy Materials, and Proxy Card will be delivered to each Shareholder at the shared address.

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

Voting Results

The preliminary voting results will be announced at the Extraordinary2022 Annual Meeting. The final results will be disclosed in a Current Report on Form 8-K within four business days after the meeting date.

Status as an “emerging growth company”

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

Contact for Additional Questions

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

AGENDA ITEM I—I

OPENING AND ANNOUNCEMENTS

The ChairmanChair will open the Extraordinary2022 Annual Meeting and make any announcements.

AGENDA ITEMSITEM II

BOARD REPORT ON THE FINANCIAL YEAR 2021

This item is for discussion only.

Under this agenda item, the Board will discuss the business and IIIresults of operations of the Company as contained in the Dutch statutory board report for the year ended December 31, 2021 (the “2021 Dutch Statutory Board Report”).

The contents of the corporate governance chapter in the 2021 Dutch Statutory Board Report, including our compliance with the Dutch Corporate Governance Code, will also be submitted for discussion.

A copy of our 2021 Dutch Statutory Board Report is available on our website at www.uniqure.com or may be obtained by contacting Investor Relations at investors@uniQure.com or by telephone at +1-339-970-7000.

Due to the international nature of our business and pursuant to a prior shareholder authorization, our 2021 Dutch Statutory Board Report has been prepared in the English language.

AGENDA ITEM III

EXPLANATION OF THE APPLICATION OF THE REMUNERATION POLICY

This item is for discussion only.

Under this agenda item, an explanation will be provided on how the Company’s remuneration policy was applied in fiscal year 2021.

AGENDA ITEM IV

VOTING PROPOSALSPROPOSAL NO. 1 - ADOPTION OF THE 2021 DUTCH STATUTORY ANNUAL ACCOUNTS
 AND TREATMENT OF THE RESULTS

As a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands, we are required by both Dutch law and our Articles of Association to prepare the Dutch statutory annual accounts and submit them to our Shareholders for adoption. Our 2021 Dutch statutory annual accounts include our consolidated financial statements for the year ended December 31, 2021, for the uniQure N.V. group, which are comprised of the consolidated statements of financial position, consolidated statements of profit and loss and other comprehensive income, consolidated statements of changes in equity and consolidated statements of cash flows with explanatory notes thereto prepared in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the European Union, as well as stand-alone Company-only financial statements of uniQure N.V. for the year ended December 31, 2021, comprising uniQure N.V.’s Company-only statement of financial position and the Company-only statement of profit and loss with explanatory notes thereto prepared in accordance with Book 2 of the Dutch Civil Code (together the “2021 Dutch Statutory Annual Accounts”).

Our 2021 Dutch Statutory Annual Accounts differ from the consolidated financial statements contained in our Annual Report on Form 10-K, which was prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), and filed with the SEC. Our 2021 Dutch Statutory Annual Accounts contain some disclosures that are not required under U.S. GAAP and that are therefore not contained in our Annual Report on Form 10-K.

A copy of our 2021 Dutch Statutory Annual Accounts is available on our website at www.uniqure.com or may be obtained by contacting Investor Relations at investors@uniQure.com or by telephone at +1-339-970-7000.

Due to the international nature of our business and pursuant to a prior shareholder authorization, our 2021 Dutch Statutory Annual Accounts have been prepared in the English language.

VOTE REQUIRED

The affirmative vote of a majority of our Ordinary Shares represented by proxy at the 2022 Annual Meeting and entitled to vote, is required to approve Voting Proposal No. 1. Abstentions and broker non-votes will have no effect on the outcome of this vote.

OUR BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE ADOPTION OF OUR DUTCH STATUTORY ANNUAL ACCOUNTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2021.

AGENDA ITEM V

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

At the 2022 Annual Meeting, as contemplated by Dutch law and as is typical for Dutch registered companies, our Shareholders will be asked to grant discharge of liability of the members of our Board in office for the management and conducted policy during the 2021 financial year insofar as the exercise of such duties is reflected in the 2021 Dutch Statutory Annual Report or otherwise disclosed to the 2022 Annual Meeting.

If our Shareholders approve to grant discharge of liability, the members of our Board will not be liable to our Company for actions that such directors took on behalf of our Company in the exercise of their duties in 2021 and as reflected in the 2021 Dutch Statutory Annual Accounts and the 2021 Dutch Statutory Annual Board Report or otherwise disclosed to the 2022 Annual Meeting. Therefore, this release does not apply to matters that were not previously disclosed to our Shareholders. This release also is subject to the provisions of Dutch law relating to liability upon commencement of bankruptcy or other insolvency proceedings.

VOTE REQUIRED

The affirmative vote of a majority of our Ordinary Shares represented by proxy at the 2022 Annual Meeting and entitled to vote, is required to approve Voting Proposal No. 2. Abstentions and broker non-votes will have no effect on the outcome of this vote.

OUR BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE GRANT OF DISCHARGE OF LIABILITY OF THE MEMBERS OF OUR BOARD IN OFFICE DURING THE FISCAL YEAR ENDED DECEMBER 31, 2021 FOR THE MANAGEMENT AND CONDUCTED POLICY DURING OUR FISCAL YEAR ENDED DECEMBER 31, 2021 INSOFAR AS THE EXERCISE OF SUCH DUTIES IS REFLECTED IN THE 2021 DUTCH STATUTORY ANNUAL ACCOUNTS AND THE 2021 DUTCH STATUTORY BOARD REPORT OR DISCLOSED TO THE 2022 ANNUAL MEETING.

AGENDA ITEM VI

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

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

The Board is currently made up of sevennine directors. The termterms of office of twoone executive director, Matthew Kapusta and one non-executive directors, Philip Astley-Sparke and Will Lewis, isdirector, Robert Gut, are scheduled to expire on the date of the 2018 annual meeting (the “20182022 Annual Meeting”); the termMeeting. The terms of office of one executive director, Matthew Kapusta, is scheduledfor four non-executive directors, Madhavan Balachandran, Jack Kaye, Leonard Post, and Jeremy Springhorn, are schedule to expire on the date of the 20192023 annual general meeting (the “2019 Annual Meeting”); the termof shareholders. The terms of office of three non-executive directors, Jack Kaye,Rachelle Jacques, David Schaffer,Meek, and Sander van Deventer, is scheduledPaula Soteropoulos, are schedule to expire on the date of the 20202024 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. Ourdismissal. However, the current practice of the Board is to nominate all directors, both executive and non-executive, for terms of office of three years. The 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.

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

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

The namesBoard has nominated Matthew Kapusta, our Chief Executive Officer (“Chief Executive Officer” or “CEO”), for reappointment to the Board, to serve as an executive director until the 2025 annual general meeting of shareholders or until his earlier death, resignation, suspension, or dismissal. The Board has nominated Robert Gut for reappointment to the Board, to serve as a non-executive director until the 2025 annual general meeting of shareholders or until his earlier death, resignation, suspension, or dismissal. Each of Matthew Kapusta and agesRobert Gut have consented to being named in this Proxy Statement and to serve if appointed.

The name, position with the Company and age as of the Record Date of the individualseach individual who areis our nomineesnominee for electionappointment as non-executive directors are:a director is:

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 strategic and corporate development capacities and in creating next generation startups) and Flagship’s Corporate Partners. Prior to joining Flagship, Dr. Springhorn was one. Matthew Kapusta, age 49, has been Chief Executive Officer of the original scientists at Alexion Pharmaceuticals, where he played an integral role in its antibody engineering capabilitiesuniQure since December 2016, 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 served as our Chief Financial Officer from joining uniQure in January 2015 until June 2021. 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 Chief Executive Officer and an Executive Director due to his broad expertise in the biotechnology and finance industries.

ROBERT GUT, M.D., Ph.D. Dr. Robert Gut, age 57, was elected to his current term as a Non-Executive Director in December 2020. Dr Gut first joined our Board in June 2018, and previously served as both a Non-Executive and an Executive Director. He also served as our Chief Medical Officer from August 2018 until October 2020. During his time as our Chief Medical Officer, Dr. Gut led clinical development, clinical operating and medical-team-activities 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. In October 2020, he resigned as Chief Medical Officer and as executive director (because under Dutch law our executive directors must hold an executive position with the Company), and in December 2020, he was reappointed to the Board as a non-executive director. Dr. Gut has more than 23 years of experience in the biopharmaceutical industry-leading clinical development and medical affairs activities in rare disorders and other therapeutic areas. For most of his career, Dr. Gut worked at Novo Nordisk Inc. (NYSE: NVO), where he headed the company’s U.S. Biopharm Medical organization with leading products in hemophilia, endocrinology, and women’s health (NovoSeven®, Norditropin® and Vagifem®), totaling approximately $1.6 billion in U.S. revenue. Over his career, Dr. Gut’s contributions have helped achieve six FDA product approvals and three additional new product indications. Dr. Gut has supported the launch of nine new products, overseeing medical activities including medical science liaison and health economics and outcomes research team building. He has also served for the FDA’s Center for Drug Evaluation and Research as a member of the Advisory Committees for Reproductive Health Drugs and Drug Safety and Risk Management. Dr. Gut was appointed the Chief Medical Officer of Versartis, Inc. in September 2017 and received his Doctor of Medicine degree from the Medical University of Lublin, and his Doctorate degree from Lublin Institute of Medicine, Poland. He attended numerous postgraduate programs at Wharton, Stanford, and Harvard Business School. We believe Dr. Gut is qualified to serve as a Non-Executive Director due to his extensive experience in the biotechnology industry.

If reappointed, the term of office for each of Mr. Kapusta and Dr. Gut will expire on the date of the 2025 annual general meeting of shareholders. Pursuant to the Company’s Articles of Association, the Board plans to appoint a chair of the Board and any new committee members at the first meeting of the Board following the 2022 Annual Meeting, which is currently scheduled for June 14, 2022. We currently expect that Dr. Gut will continue to serve on our Research & Development Committee of the Board. We do not currently expect any changes to the position of chair of the Board, which presently is held by David Meek, or to any of our existing Committee assignments.

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

There are no arrangements or understandings between the nominees, directors or executive officer and any other person pursuant to which our nominee, directors or executive officer have been selected for their respective positions. However, the Company has entered into indemnification agreements with its existing non-executive directors pursuant to which the Company agrees to indemnify such directors in certain circumstances.

VOTE REQUIRED

Consistent with Dutch law and our Articles of Association, executive directors and non-executive directors are appointed by a general meeting from a binding nomination by the non-executive directors. The proposed candidate specified in the binding nomination shall be appointed, provided that the requisite quorum is represented by a proxy at the 2022 Annual Meeting, unless the nomination is overruled by the general meeting, which resolution requires at least a two-third majority of the votes cast at the 2022 Annual 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 2022 Annual Meeting. Blank votes and invalid votes shall be regarded as not having been cast.

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

AGENDA ITEM VII
VOTING PROPOSAL NO. 5 — RENEW THE DESIGNATION OF THE BOARD AS THE COMPETENT BODY TO ISSUE
ORDINARY SHARES AND GRANT RIGHTS TO SUBSCRIBE FOR ORDINARY SHARES

At the 2022 Annual Meeting, as contemplated by Dutch law and as is typical for Dutch registered companies, our Shareholders will be asked to renew the designation of our Board as the competent body to issue Ordinary Shares and to grant rights to subscribe for Ordinary Shares up to a maximum of (i) our authorized share capital in the event of an underwritten public offering, or (ii) 19.9% of our aggregate issued share capital at the time of issuance in connection with any other single issuance (or series of related issuances), for a term of 18 months with effect from the date of the 2022 Annual Meeting.

Our current authorized share capital consists of eighty million (80,000,000) Ordinary Shares, each with a nominal value per share of €0.05. Under Dutch law and our Articles of Association, we are required to seek the approval of our Shareholders each time we wish to issue shares of our authorized share capital unless our Shareholders have authorized our Board to issue shares. This authorization may not continue for more than five years but may be given on a rolling basis. We currently have authorization from our Shareholders to issue Ordinary Shares, or grant rights to subscribe for Ordinary Shares, up to a maximum of (i) our authorized share capital in the event of an underwritten public offering or (ii) 19.9% of our aggregate issued share capital at the time of issuance in connection with any other single issuance (or series of related issuances). This existing authorization expires on December 16, 2022, and it is common practice for Dutch companies to seek to renew this authorization annually on a rolling basis. The approval of this voting proposal will maintain our flexibility to allow our Board to issue Ordinary Shares and to grant rights to subscribe for Ordinary Shares without the delay and expense of calling extraordinary general meetings of shareholders. The designation can be used for all purposes, including any issuance under our employee share purchase plan, subject to statutory limitations, and except for awards granted under the 2014 Restated Plan.

We also currently issue Ordinary Shares from our authorized share capital to satisfy our obligations under awards granted under our equity compensation plans, and the Shareholders separately authorized such plans. Other than ordinary share issuances in connection with our equity compensation plans (including plans for inducement grants to newly hired employees), our employee share purchase plan, and any sales deemed to be “at-the-market offerings” pursuant to our supplemental prospectus filed on March 2, 2021 with the United States Securities and Exchange Commission, we do not have any specific plans, proposals, or arrangements to issue any of our authorized Ordinary Shares for any purpose. However, in the ordinary course of our business, our Board may determine from time to time that the issuance of authorized and unissued shares is in the best interests of our Company, including in connection with equity compensation or future acquisitions or financings.

This authority to issue shares is similar to that afforded under state law to the boards of directors of public companies domiciled in the United States. Management believes that retaining the flexibility to allow our Board to issue our Ordinary Shares for acquisitions, financings, or other business purposes in a timely manner without first obtaining specific shareholder approval is important to our continued growth. Furthermore, our Ordinary Shares are listed on the Nasdaq Global Select Market, and the issuance of additional shares will remain subject to Nasdaq rules. For example, one of the Nasdaq rules requires shareholder approval for the issuance of shares in a private placement of more than 20% of the shares outstanding, with several exceptions.

If our Shareholders do not renew the designation of our Board as the competent body to issue Ordinary Shares and to grant rights to subscribe for Ordinary Shares, then the previous authorization would remain in place, and our Board would continue to retain authority to issue Ordinary Shares and to grant rights to subscribe for Ordinary Shares pursuant to that authorization until it expires on December 16, 2022.

VOTE REQUIRED

The affirmative vote of a majority of our Ordinary Shares represented by proxy at the 2022 Annual Meeting and entitled to vote, is required to approve Voting Proposal No. 5. Abstentions and broker non-votes will have no effect on the outcome of this vote.

OUR BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE RENEWAL OF THE AUTHORITY OF OUR BOARD TO ISSUE OUR ORDINARY SHARES AND GRANT RIGHTS TO SUBSCRIBE FOR OUR ORDINARY SHARES UP TO A MAXIMUM OF (I) OUR AUTHORIZED SHARE CAPITAL IN THE EVENT OF AN UNDERWRITTEN PUBLIC OFFERING OR (II) 19.9% OF OUR AGGREGATE ISSUED SHARE CAPITAL AT THE TIME OF ISSUANCE IN CONNECTION WITH ANY OTHER SINGLE ISSUANCE (OR SERIES OF RELATED ISSUANCES), FOR A TERM OF 18 MONTHS WITH EFFECT FROM THE DATE OF THE 2022 ANNUAL MEETING.

AGENDA ITEM VIII

VOTING PROPOSAL NO. 6 - REAUTHORIZE THE BOARD TO EXCLUDE OR LIMIT PREEMPTIVE RIGHTS UPON THE ISSUANCE OF ORDINARY SHARES AND GRANTING OF RIGHTS TO SUBSCRIBE FOR ORDINARY SHARES

Under Dutch law, holders of our Ordinary Shares would have a pro rata pre-emptive right of subscription to any of our Ordinary Shares issued for cash. A pre-emptive right of subscription is the right of our current Shareholders to maintain their percentage ownership of our Ordinary Shares by buying a proportional number of any new Ordinary Shares that we issue. However, Dutch law and our Articles of Association permit our Shareholders to authorize our Board to exclude or limit these pre-emptive rights. This authorization may not continue for more than five years, but it may be given on a rolling basis. We currently have authorization from our Shareholders to exclude or limit these pre-emptive rights, which authorization expires on December 16, 2022, and it is common practice for Dutch companies to seek to renew this authorization annually on a rolling basis.

At the 2022 Annual Meeting, we are asking our Shareholders to renew the authority of our Board to exclude or limit pre-emptive rights in relation to our Ordinary Shares and rights to subscribe for our Ordinary Shares in connection with the issuance or granting thereof for a term of 18 months with effect from the date of the 2022 Annual Meeting.

If our Shareholders do not renew the authority of our Board to exclude or limit preemptive rights in relation to our Ordinary Shares and rights to subscribe for our Ordinary Shares on the terms set forth above, then the previous authorization would remain in place, and our Board would continue to retain authority to exclude or limit preemptive rights to subscribe for our Ordinary Shares pursuant to that authorization until it expires on December 16, 2022.

VOTE REQUIRED

The affirmative vote of a majority of our Ordinary Shares represented by proxy at the 2022 Annual Meeting and entitled to vote, or the affirmative vote of a two-thirds majority of our Ordinary Shares represented by proxy at the 2022 Annual Meeting and entitled to vote if only less than half of the issued share capital is so represented at the 2022 Annual Meeting, is required to approve Voting Proposal No. 6. Abstentions and broker non-votes will have no effect on the outcome of this vote.

OUR BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE AUTHORITY OF THE BOARD TO EXCLUDE OR LIMIT PRE-EMPTIVE RIGHTS FROM TIME TO TIME, FOR A TERM OF 18 MONTHS WITH EFFECT FROM THE DATE OF THE 2022 ANNUAL MEETING.

AGENDA ITEM IX

VOTING PROPOSAL NO. 7 - REAUTHORIZE THE BOARD TO REPURCHASE ORDINARY SHARES

At the 2022 Annual Meeting, as contemplated by Dutch law and as is typical for Dutch registered companies, our Shareholders will be asked to authorize our Board to acquire the Company’s own fully paid-up Ordinary Shares up to a maximum of 10% of the issued share capital of the Company for a period of 18 months from the date of the 2022 Annual Meeting in open market purchases, through privately negotiated transactions, or by means of self-tender offer or offers, at prices per share ranging from the nominal value up to 110% of the market price per share at the time of the transaction. This authority to repurchase shares is similar to that afforded under state law to public companies domiciled in the United States. For purposes of this authorization, “market price” means the highest price officially quoted for the Ordinary Shares on any of the official stock markets on which the Ordinary Shares are listed during any of the thirty (30) banking days preceding the date the repurchase is effected or proposed. Our Ordinary Shares are currently listed on the Nasdaq Global Select Market. The current authorization of our Board to repurchase Ordinary Shares is scheduled to expire on December 16, 2022.

Under Dutch law and our Articles of Association, our Board may, subject to certain Dutch statutory provisions, be authorized to repurchase our issued Ordinary Shares on our behalf in an amount, at prices and in the manner authorized by the general meeting of shareholders. Adoption of this voting proposal will allow us to have the flexibility to repurchase our Ordinary Shares without the expense of calling an extraordinary general meeting of shareholders. Such authorization may not continue for more than 18 months, but it may be given on a rolling basis. Although our Board has no present intention to commence an open market or other share repurchase program, our Board believes that we will benefit by authorizing our Board to repurchase our Ordinary Shares if the Board believes such repurchases would be in our and our Shareholders’ best interests. For example, to the extent our Board believes that our Ordinary Shares may be undervalued at the market levels at which they are then trading, repurchases of our share capital may represent an attractive investment for us. Such Ordinary Shares could be used for any valid corporate purpose, including use under our equity compensation plans, or for acquisitions, mergers, or similar transactions.

However, the number of Ordinary Shares repurchased, if any, and the timing and manner of any repurchases would be determined by our Board, considering prevailing market conditions, our available resources and other factors that cannot be predicted now. The nominal value of the Ordinary Shares in our issued share capital that we acquire, hold, hold as pledgee or which are acquired or held by one of our subsidiaries, may never exceed 50% of our issued share capital.

In order to provide us with sufficient flexibility, our Board proposes that our Shareholders authorize our Board for an 18-month period from the date of the 2022 Annual Meeting to acquire the Company’s own fully paid-up Ordinary Shares up to a maximum of 10% of the issued share capital of the Company in open market purchases, through privately negotiated transactions or by means of self-tender offer or offers, at prices ranging from the nominal value up to 110% of the market price per share at the time of the transaction, within the limits set by Dutch law and our Articles of Association.

VOTE REQUIRED

The affirmative vote of a majority of our Ordinary Shares represented by proxy at the 2022 Annual Meeting and entitled to vote, is required to approve Voting Proposal No. 7. Abstentions and broker non-votes will have no effect on the outcome of this vote.

OUR BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE AUTHORIZATION OF THE BOARD TO REPURCHASE FULLY PAID-UP ORDINARY SHARES UP TO 10% OF THE ISSUED SHARE CAPITAL FOR A PERIOD OF 18 MONTHS FROM THE DATE OF THE 2022 ANNUAL MEETING AT A REPURCHASE PRICE BETWEEN THE NOMINAL VALUE OF THE ORDINARY SHARES CONCERNED AND AN AMOUNT EQUAL TO 110% OF THE MARKET PRICE PER SHARE AT THE TIME OF THE PURCHASE.

REPORT OF THE AUDIT COMMITTEE

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

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

Management of the Company has the primary responsibility for preparing the Company’s consolidated financial statements, as well as establishing and maintaining the integrity of the Company’s financial reporting process, accounting principles and internal controls. KPMG Accountants N.V., the Company’s independent registered public accounting firm for the 2021 financial year, was responsible for performing an audit of the Company’s consolidated financial statements and expressing an opinion as to the conformity of such financial statements with U.S. generally accepted accounting principles.

In this context, the Audit Committee reviewed and discussed the audited financial statements of the Company as of and for the year ended December 31, 2021 with the Company’s management and KPMG Accountants N.V.  To ensure independence, the Audit Committee met separately with KPMG Accountants N.V. and members of the Company’s management. These reviews included discussion with the independent registered public accounting firm of matters required to be discussed pursuant to Statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1, AU section 380), as adopted by the Public Company Accounting Oversight Board (“PCAOB”) in Rule 3200T.  In addition, the Audit Committee received the written disclosures and the letter from the independent registered public accounting firm required by Rule 3526 of the PCAOB requiring independent registered public accounting firms to annually disclose in writing all relationships that, in their professional opinion may reasonably be thought to bear on independence, to confirm their perceived independence and to engage in a discussion of independence, and it has discussed with KPMG Accountants N.V. its independence from the Company.

Based on the reviews and discussions described above, the Audit Committee recommended to the Board the inclusion of the audited financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, for filing with the Securities and Exchange Commission.

AGENDA ITEM X

VOTING PROPOSAL NO. 8 - APPOINTMENT OF KPMG ACCOUNTANTS N.V. AS EXTERNAL AUDITORS OF THE
COMPANY FOR THE FINANCIAL YEAR 2022

For the fiscal year ending December 31, 2022, the Board has selected KPMG Accountants N.V. (“KPMG”) to serve as our auditor and independent registered public accounting firm who will (i) audit the Dutch statutory annual accounts to be prepared in accordance with the International Financial Reporting Standards, as adopted by the European Union (“IFRS”) and (ii) serve as our independent registered public accounting firm for purposes of reporting pursuant to U.S. law. As required by Dutch law, shareholder approval must be obtained for the selection of KPMG to serve as our auditor and independent registered public accounting firm.

KPMG has served as our independent registered public accounting firm since June 2019. The fees for the services provided to us by KPMG during the years ended December 31, 2021 and 2020 are described below under “Principal Accountant Fee Information.” We expect that representatives of KPMG will be present at the 2022 Annual Meeting and will be available to answer appropriate questions. The representatives will also have the opportunity to make a statement if they desire to do so. KPMG’s report on the financial statements for the fiscal year ended December 31, 2021, which is the only such report issued for these financial statements, does not contain an adverse opinion or a disclaimer of opinion, and it was not qualified or modified as to uncertainty, audit scope, or accounting principles.

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

Principal Accountant Fees and Services

We regularly review the services and fees of our independent registered public accounting firms. These services and fees are also reviewed by the Audit Committee on an annual basis. The following table shows the fees accrued by the Company for audit and other services provided by KPMG for the fiscal year ended December 31, 2021:

Pre-Approval Policies and Procedures

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

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

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

VOTE REQUIRED

The affirmative vote of a majority of our Ordinary Shares represented by proxy at the 2022 Annual Meeting and entitled to vote, is required to approve Voting Proposal No. 8. Brokers will have discretion to vote on this item.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPOINTMENT OF KPMG ACCOUNTANTS N.V.  AS THE COMPANY’S EXTERNAL AUDITORS AND INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2021.

AGENDA ITEM XI

VOTING PROPOSAL NO. 9 — TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF THE NAMED
EXECUTIVE OFFICERS OF THE COMPANY

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

Our executive compensation program is designed to align compensation metrics with our strategic imperatives, align the interests of management with our shareholders, and attract and retain talented executives. Please see the Compensation Discussion and Analysis beginning on page 26 of this Proxy Statement for additional details, including information about the fiscal year 2021 compensation of our NEOs.

We believe that Shareholders have benefitted from the continued development of our product candidates and research pipeline over the past year. Given the Company’s development and growth under the leadership of the NEOs, the Board recommends that shareholders vote “FOR” the following resolution at our 2022 Annual Meeting:

“RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation of the NEOs, as disclosed on pages 26 to 56 of the Proxy Statement for the 2022 Annual Meeting pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the 2021 Summary Compensation Table, and the other related tables and disclosure.”

It is expected that the next say-on-pay vote will occur at our 2023 annual general meeting of shareholders.

VOTE REQUIRED

Although advisory and not binding, the Compensation Committee of the Board (the “Compensation Committee”) and the Board will consider the outcome of this vote on Voting Proposal No. 9 when considering future compensation arrangements for the Company’s NEOs.

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

AGENDA ITEM XII - ANY OTHER BUSINESS

The 2022 Annual Meeting will review and discuss any other business brought to its attention.

AGENDA ITEM XIII - CLOSING OF THE MEETING

The Chair will conclude the meeting.

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 nine directors, one of whom is an executive director and eight 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 Numbers 3 and 4. 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, 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 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 consider the relevant interests of our stakeholders. In consultation with the Nominating and Corporate Governance Committee of the Board (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 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 Chair of the Board. We believe that the separation of these roles serves our Shareholders and us well. David Meek currently serves as our Chair, and we expect he will continue in that capacity following the 2022 Annual Meeting.  The duties and responsibilities of the Chair 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 March 31, 2022), 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.

MATTHEW KAPUSTA. Matthew Kapusta, age 49, has been Chief Executive Officer of uniQure since December 2016, and currently serves on the Company’s Board of Directors. Mr. Kapusta also served as our Chief Financial Officer from joining uniQure in January 2015 until June 2021. Prior to joining uniQure, Mr. Kapusta was Senior Vice President at AngioDynamics (Nasdaq: ANGO) from 2011 to 2014, responsible for corporate development, strategic planning, and national accounts. Prior to AngioDynamics, he served as Vice President, Finance and Strategic Planning and Analysis for Smith & Nephew Orthopaedics. Mr. Kapusta’s career also includes more than a decade of investment banking experience focused on emerging life sciences companies. Mr. Kapusta was Managing Director, Healthcare Investment Banking at Collins Stewart, and held various positions at Wells Fargo Securities, Robertson Stephens, and PaineWebber. Mr. Kapusta holds a Master of Business Administration from New York University’s Stern School of Business, a Bachelor of Business Administration from University of Michigan’s Ross School of Business and earned his Certified Public Accountant license in 1996 while at Ernst & Young. We believe that Mr. Kapusta is qualified to serve as our Chief Executive Officer and an Executive Director due to his broad expertise in the biotechnology and finance industries.

DAVID MEEK. David Meek, age 58, has served as a member of our Board since June 2018 and as Chair of our Board since June 2021. Mr. Meek has more than 30 years of experience in the scientific advisory boardbiopharma industry, where he has held various global executive positions in major pharmaceutical and biotechnology companies. Mr. Meek was appointed CEO and Director of Mirati Therapeutics (Nasdaq: MRTX), a public clinical stage oncology biotech company, in September 2021. From January 2020 to Arradial Inc. as well asMarch 2021, Mr. Meek was President & CEO, Director of FerGene, a gene therapy biotech focused on the Greater New Haven Chaptertreatment of cancer. From July 2016 to December 2020, Mr. Meek was CEO and a member of the Juvenile Diabetes Research Foundation.Board of Ipsen, a French public biopharma company. From July 2014 to June 2016, he was Executive Vice-President and President of the oncology division of Baxalta prior to being acquired by Shire. He spent two years as the Chief Commercial Officer of Endocyte from August 2012 to July 2014. Mr. Meek also spent eight years at Novartis as a global franchise head from January 2005 to June 2007, CEO of Novartis Canada from July 2007 to December 2009, and region head of oncology for northern, central and Eastern Europe from January 2010 to August 2012. He began his biopharma career at Johnson & Johnson and Janssen Pharmaceuticals where he worked from July 1989 to December 2004 and where he held increasingly senior levels of executive roles. Mr. Meek serves as a Director for Entasis Therapeutics (Nasdaq: ETTX).  Mr. Meek holds a B.A. from the University of Cincinnati. We believe Mr. Meek is qualified to serve as a Non-Executive Director due to his extensive experience in the biotechnology industry.

The Nominating and Corporate Governance CommitteeMADHAVAN BALACHANDRAN. Mr. Balachandran, age 71, has recommended the appointmentserved as a member of Dr. Springhorn and the committee andour Board believe that Dr. Springhorn would make a suitable board member because of his knowledge of the life sciences (including drug development) and of business development.

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

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 expertiseextensive experience in the biotechnology industry.

ROBERT GUT, M.D., Ph.D. Dr. Robert Gut, age 57, was elected to his current term as a Non-Executive Director in December 2020. Dr Gut first joined our Board in June 2018, and previously served as both a Non-Executive and an Executive Director. He also served as our Chief Medical Officer from August 2018 until October 2020. During his time as our Chief Medical Officer, Dr. Gut led clinical development, clinical operation and medical team activities 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. In October 2020, he resigned as Chief Medical Officer and as executive director (because under Dutch law our executive directors must hold an executive position with the Company), and in December 2020, he was reappointed to the Board as a non-executive director. Dr. Gut has more than 23 years of experience in the biopharmaceutical industry-leading clinical development and medical affairs activities in rare disorders and other therapeutic areas. For most of his career, Dr. Gut worked at Novo Nordisk Inc. (NYSE: NVO), where he headed the company’s U.S. Biopharm Medical organization with leading products in hemophilia, endocrinology, and women’s health (NovoSeven®, Norditropin® and Vagifem®), totaling approximately $1.6 billion in U.S. revenue. Over his career, Dr. Gut’s contributions have helped achieve six FDA product approvals and three additional new product indications. Dr. Gut has supported the launch of nine new products, overseeing medical activities including medical science liaison and health economics and outcomes research teams building. He has also served for the FDA’s Center for Drug Evaluation and Research as a member of the Advisory Committees for Reproductive Health Drugs and Drug Safety and Risk Management. Dr. Gut was appointed the Chief Medical Officer of Versartis, Inc. in September 2017 and received his Doctor of Medicine degree from the Medical University of Lublin, and his Doctorate degree from Lublin Institute of Medicine, Poland. He attended numerous postgraduate programs at Wharton, Stanford, and Harvard Business School. We believe Dr. Gut is qualified to serve as a Non-Executive Director due to his extensive experience in the biotechnology industry.

RACHELLE JACQUES. Rachelle Jacques, age 50, has more than 25 years of industry experience, with strong global experience in strategic, cross-functional leadership roles spanning finance, business operations, manufacturing, and commercial, including the successful launches of several novel therapies for rare diseases. In March 2022, Ms. Jacques was appointed President and Chief Executive Officer of Akari Therapeutics, a late-stage biopharmaceutical company focused on innovative therapeutics to treat orphan autoimmune and inflammatory diseases. From February 2019 to March 2022, Ms. Jacques has served as the Chief Executive Officer of Enzyvant Therapeutics Inc, focusing on the development of transformative regenerative therapies for rare diseases. From August 2017 to February 2019, she served as the Senior Vice President and Global Complement Franchise Head at Alexion Pharmaceuticals, Inc., where she was responsible for global franchise strategy development and execution across the therapeutic areas of hematology, nephrology, and neurology. From January 2016 to June 2017, she was Vice President of U.S. Hematology Marketing at Baxalta Inc. and then Shire plc, following Shire’s acquisition of Baxalta in 2016. From July 2015 to June 2016, she served as Vice President of Business Operations at Baxalta Inc. after its spinoff from Baxter International Inc. Ms. Jacques held multiple leadership positions at Baxter, including Vice President of Finance, U.S. BioScience Business. Earlier in her career, Ms. Jacques served in various roles at Dow Corning Corporation, including operational management positions in the U.S., Europe, and China. Ms. Jacques received her B.A. degree in business administration from Alma College. She has also served as a financial auditor for Ernst & Young and Deloitte and Touche. Since April 2019, Ms. Jacques has served on the Board of Directors of Corbus Pharmaceuticals (Nasdaq: CRBP), and from April 2020 to February 2021, she served on the Board of Directors of Viela Bio. She is a founding member of the Alliance for Regenerative Medicine (ARM) Action for Equality Task Force.

JACK KAYE.KAYE. Jack Kaye, age 73,78, 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:(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)., and chairman of the Audit Committee of DiaCarta Ltd. 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, corporate governance, and corporate governance/Sarbanes-Oxley matters. Prior to retiring, Mr. Kaye served as Partner-in-Charge of Deloitte’s Tri-State Core Client practice, a position he held for more than 20 years. Mr. Kaye has a Bachelor of Business Administration from Baruch College and is a Certified Public Accountant. We believe that Mr. Kaye is qualified to serve as a non-executive directorNon- Executive Director due to his extensive accounting and financial experience.

WILL LEWIS.LEONARD POST, PH.D. Will Lewis,Dr. Post, age 48,69, has over 35 years of experience in the pharmaceutical industry where he has held various global executive positions and has extensive experience in research and development of product candidates. Since July 2016, Dr. Post has served as Chief Scientific Officer of Vivace Therapeutics, an oncology company working on small molecules targeting the hippo pathway and is also Chief Scientific Officer of its sister company Virtuoso Therapeutics, a membercompany 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 our Board since June 2014. Mr. Lewis is currently President, Chief Executive Officer and member of the Board of Directors of Insmed (NASDAQ: INSM), a biopharmaceutical company specialized in inhalation therapiesBioMarin’s first gene therapy project for orphan lung diseases.hemophilia A. Prior to joining Insmed in 2012, he was President andthat, Dr. Post served as Chief FinancialScientific Officer of AegerionLEAD Therapeutics, Senior Vice President of Research & Development at Onyx Pharmaceuticals, Inc. (NASDAQ: AEGR), which heand Vice President of Discovery Research at Parke-Davis Pharmaceuticals. He is also co-founded. At Aegerion, he played a pivotal role in reorienting the company’s strategycurrently an advisor 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 andCanaan Partners. Dr. Post is a membervirologist by training and did early work on engineering of herpes simplex virus as a postdoctoral fellow. He has a Bachelor of Science degree in Chemistry from the Visiting CommitteesUniversity of Michigan, and a Doctorate degree in Biochemistry from the Weatherhead SchoolUniversity of Management of Case Western Reserve University and The Hawken School. He holds a B.A. from Oberlin College and an M.B.A./J.D. from Case Western Reserve University.Wisconsin. We believe that

Mr. LewisDr. Post is qualified to serve as a non-executive directorNon-Executive Director due to the depth of his extensive 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.industry.

DAVID SCHAFFER. David Schaffer, age 46, 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 20 years of experience in chemical and molecular engineering, and stem cell and gene therapy research, has over 165 scientific publications, and serves on five journal editorial boards and five industrial scientific advisory boards. Dr. Schaffer holds a bachelor of science degree in Chemical Engineering from Stanford University and a Ph.D. in Chemical Engineering from the Massachusetts Institute of Technology. We believe that Dr. Schaffer is qualified to serve as a non-executive director due to his experience in the biotechnology industry and his expertise in that field.

PAULA SOTEROPOULOS.SOTEROPOULOS. Paula Soteropoulos, age 49,54, 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. She currently serves as the Executive Chairman of Ensoma, a private venture-backed company. Since November 2020, she has served on the Board of Directors of Rallybio, LLC. Since March 2020 she also has served as a Strategic Advisor to 5AM Ventures. 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 62,59, has served as a member of our Board since September 2017. Since April 2012 and2021, Dr. Springhorn has been Chief Executive Officer of Nido Biosciences. Prior to taking his position at Nido, Dr. Springhorn was Chief Business Officer of Syros Pharmaceuticals, Inc. (Nasdaq: SYRS) from November 2017 until April 2021. 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, creating next generation startups, and working 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) 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.PIERRE CALOZ. Mr. Pierre Caloz, age 50, joined uniQure as Chief Operations Officer in May 2021. Mr. Caloz oversees manufacturing, supply chain, engineering as well as product development and analytical development. Mr. Caloz oversees Manufacturing Operations, Product Development and Analytical Development, and he is responsible for the development of uniQure’s global commercial manufacturing capability. Mr. Caloz has nearly 25 years of global operations experience in the biopharma industry, including at CSL Behring, Merck-Serono, and Abgenix. Most recently, Mr. Caloz served as Senior Vice President and General Manager of EU and Asia Pacific Operations at CSL Behring. Mr. Caloz earned a B.Sc. degree from the University of Geneva, a M.Sc. degree from Swiss Federal Institute of Technology, and an E.M.B.A. from the Ashridge Business School.

RICARDO DOLMETSCH, Ph.D. Dr. Ricardo Dolmetsch, age 53, joined uniQure in September 2020 as our President, Research & Development. He is responsible for uniQure’s research, nonclinical and clinical development activities.  Prior to joining uniQure, Dr. Dolmetsch served as the Global Head of Neuroscience at the Novartis Institutes for Biomedical Research (NIBR) the research and early development arm of Novartis. There, he built the team and 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 development of the Novartis gene therapy pipeline. Prior to NIBR, Dr. Dolmetsch was a Professor at Stanford Medical School and a Senior Director at the Allen Institute for Brain Science in Seattle, Washington.  He obtained his bachelor’s degree with honors from Brown University, earned his Ph.D. in neuroscience from Stanford University and conducted his postdoctoral training at Harvard University Medical School and Children’s Hospital Boston.

CHRISTIAN KLEMT. Paul Firuta,Christian Klemt, age 52,49, has served as our Chief CommercialFinancial Officer since May 2016.June 2021 and since September 2020 serves as general manager of our Amsterdam site. Previously, Mr. Firuta has more than 25 years of industry experience successfully commercializing products targeting rare diseases. HeKlemt served as our Chief Accounting Officer from August 2017 to June 2021, and as our Global Controller from September 2015 until August 2017. While serving as our Global Controller, Mr. Klemt oversaw our transition to a domestic U.S. filer and conversion to U.S. Generally Accepted Accounting Principles. Mr. Klemt joined us from BioBlast Pharma (NASDAQ: ORPN)CGG SA (NYSE: CGG) where he held the position of Chief Commercial Officer from August 2015 to April 2016.Regional Finance Director and Country Manager. 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 leadershipsenior finance roles including Group Finance Manager at biopharmaceutical companies including Vice President and General Manager, Americas at ViroPharma, Inc. (NASDAQ: VPHM)Basell Polyolefines N.V. (now LyondellBasell N.V.) (NYSE: LBI) where he led the conversion to U.S. Generally Accepted Accounting Principles following the acquisition of Lyondell and was responsible for U.S. commercial operations for Cinryze® and Vancocin®, representing over $400 millioninvolved in U.S. revenue. Additionally, he was Vice President — Managed Markets at LEV Pharmaceuticals and Executive Director National Accounts at OraPharma.the acquisition of various petrochemical assets. Mr. FirutaKlemt holds a Master ofmaster’s degree in Business Administration from St. Joseph’sthe University in Philadelphia, Pennsylvaniaof Muenster, Germany and qualified as a Bachelor of Science degree from King’s College, Wilkes-Barre, Pennsylvania.German Certified Public Accountant and Tax Advisor while employed at KPMG.

JONATHAN GAREN.ALEXANDER KUTA, PH.D. Jonathan Garen,Dr. Kuta, age 51,62, joined uniQure in January 2017 and has served as our Chief Business Officer since July 2016. Most recently, from 2015 to 2016, Mr. Garen served as Chief Business Officer at Syros Pharmaceuticals (NASDAQ: SYRS), where he was responsible for business transactions including partnering Syros’ technology platform and drug assets, and bringing in products to enhance and accelerate its pipeline. Prior to joining Syros, Mr. Garen was the AssistantExecutive 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, hasQuality & Regulatory Affairs since May 2021. He served as our SeniorExecutive Vice President, of Investor RelationsOperations from May 2021 to August 2019 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 sincefrom January 2017. Dr. Kuta joined2017 to August 2019. Prior to joining uniQure, from EMD Serono where he served aswas 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:(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. Stephen Zelenkofske, age 58, has served as our Chief Medical Officer since June 2017. Prior to joining uniQure, Dr. Zelenkofske served as Vice President and Therapeutic Area Head of Cardiovascular/Metabolism for AstraZeneca (NYSE: AZN) from November 2014.  Prior to joining Astra Zeneca, from January 2009 to November 2014 he served as Chief Medical Officer for Regado Biosciences, a developer of RNA aptamer therapies.  Dr. Zelenkofske has nearly 15 years of clinical research experience within the industry, having previously held leadership positions at AstraZeneca, Sanofi-Aventis (NYSE: SNY), Boston Scientific (NYSE: BSX), and Novartis Pharmaceuticals (NYSE: NVS). His clinical experience outside of industry includes serving on the cardiology and electrophysiology teams with Lehigh Valley Heart Specialists, Heart Care Group and Cardiology Care Specialists, all in Allentown, PA, and on the medical staff of Episcopal Hospital in Philadelphia. Dr. Zelenkofske holds Bachelor of Science and Master of Science degrees from Emory University and a Doctor of Osteopathic Medicine degree from the Philadelphia College of Osteopathic Medicine.  He conducted his graduate medical education at the Philadelphia College of Osteopathic Medicine and is board-certified in internal medicine, cardiology and cardiac electrophysiology.Risk Oversight

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

The Board has delegated certain risk oversight responsibilities to its committees (the “Committees”). Each of our Board’s Committees also oversees the management of the Company’s risk that falls within each Committee’s areas of responsibility. In performing this function, each Committee has full access to management, as well as the ability to engage advisors. For example, the Audit Committee is required to regularly review and discuss with management the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures. The Nominating and Corporate Governance Committee is required to regularly review the corporate governance principles of the Company and recommend to the Board any proposed changes it may deem appropriate.  The Compensation Committee considers risks related to the attraction and retention of professional talent and the implementation and administration of compensation and benefit plans affecting the Company’s employees.  All Committees are required, pursuant to their respective charters, to report regularly to the Board.  The activities of the Audit, Compensation, Nominating and Corporate Governance and CompensationResearch & Development 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 outfulfilling 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 Madhavan Balachandran, Rachelle Jacques, Jack Kaye, Will Lewis,David Meek, Leonard Post, Paula Soteropoulos, Dr.and Jeremy Springhorn and Madhavan Balachandran has no relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and is independent within the meaning of the director independence standards of the Nasdaq rules and the SEC. Our Board has determined that each of Matthew Kapusta Dr. Sander van Deventer, David Schaffer and Philip Astley-SparkeRobert Gut do not qualify as “independent” under the Nasdaq rules. Our Board has also determined that each of the current members of our Audit Committee and our Compensation Committee satisfies the independence standards for such committee established by Rule 10A-3 under the Exchange Act, the SEC rules, and the Nasdaq rules, as applicable, and that the current members of the Nominating and Corporate Governance Committee are also independent.  In making these determinations, the directors reviewed and discussed information provided by the directors and the Company with regard toregarding each director’s business and personal activities as they may relate to the Company and the Company’s management.

Board Meetings

The Board met 6six (6) times during the calendar year ended December 31, 2016.  Other than Joseph Feczko, who is no longer a director, each2021. 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, 20162021 (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,Except for two absences during 2021, each of the chairman atdirectors attended all meetings of the time,Board. Philip Astley-Sparke, Madhavan Balachandran, Robert Gut, Matt Kapusta, Jack Kaye, David Meek, Leonard Post and Dr. van DeventerPaula Soteropoulos attended our 2016 annual meeting2021 Annual General Meeting of shareholdersShareholders held on June 15, 2016.16, 2021. Mr. Meek, Mr. Balachandran, Dr. Gut, Mr. Kapusta, Mr. Kaye, and Dr. Post attended our 2021 Extraordinary General Meeting of Shareholders held on October 21, 2021.  The Company encourages its directors to attend the annual meetingand extraordinary general meetings 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, and Compensation Committee, eachand Research & Development Committee. Each of whichthe committees except for the Research & Development Committee is comprised solely of independent directors and is described more fully below. The Research & Development Committee includes three independent directors and one director that is not independent (Dr. Gut). 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 SoteropoulosRachelle Jacques, 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 SoteropoulosMs. Jacques, 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 meetsFollowing the criteria2021 Annual Meeting, Ms. Paula Soteropoulos, who also satisfied the director independence standards and the independence standards for appointment tomembers of the Audit Committee pursuantestablished by SEC and Nasdaq, joined the committee 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 appointsucceed Mr. Astley-Sparke to(who did not stand for reelection at the June 2021 general meeting of shareholders) on an interim basis until Ms. Jacques joined the Audit Committee following her appointment to 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.in October 2021.

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 outperform its duties.

The Audit Committee met 6five (5) times during 2016.2021, and each member attended all the meetings during the period for which they were a member of the Committee.

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 WTW (formerly Willis Towers WatsonWatson) to act as a compensation consultant during the year ended December 31, 2016. The compensation consultant provided assistance2021 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 6seven (7) times during 2016.2021, and the members attended all meetings.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is currently comprised of Sander van DeventerJeremy Springhorn, David Meek, 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. Meek satisfy the independence standards established by SEC and Nasdaq. The Nominating and Corporate Governance Committee is governed by the Nominating and Corporate Governance Committee Charter. A copy of this Charter is available on our website at www.uniqure.com under “Investors & Newsroom—Newsroom — Corporate Governance — uniQure Nominating and Corporate Governance Committee Charter.”  In addition to the risk oversight responsibilities discussed above, the Nominating and Corporate Governance Committee’s other responsibilities include identifying individuals qualified to become Board members and to recommend to the Board the nominees for director at annual general meetings of Shareholders;shareholders; recommending to the Board nominees for each Committee; developing and recommending to the Board corporate governance principles applicable to the Company; and leading the Board in its annual review of the Board’s performance. Following the 2021 Annual Meeting, Mr. Meek joined the committee to succeed Mr. Astley-Sparke.

The Nominating and Corporate Governance Committee met 3six (6) times during 2016.2021, and each member attended all the meetings during the period for which they were a member of the Committee.

Research & Development Committee

The Research & Development Committee is currently comprised of Leonard Post, Robert Gut, Paula Soteropoulos and Jeremy Springhorn. Dr. Post currently serves as the Chair of the Research and Development Committee. Although neither the SEC nor Nasdaq require that the member of the Research & Development Committee be independent, each of Dr. Post, Ms. Soteropoulos and Dr. Springhorn satisfy the independence standards established by SEC and Nasdaq. Dr. Gut does not currently satisfy the independence standards established by the SEC and Nasdaq. The Research & Development Committee is governed by the Research & Development Committee Charter. A copy of this Charter is available on our website at www.uniqure.com under “Investors & Newsroom — Corporate Governance — uniQure Research & Development Committee Charter.”  In addition to the risk oversight responsibilities discussed above, the Research & 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. Dr. Gut was added to the committee in February 2021.

The Research & Development Committee met nine (9) times during 2021, and the members attended all meetings.

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, ourOur 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 accountconsidering the overall composition and needs of the Board. Based on the results of the evaluation process, the Nominating and Corporate Governance Committee recommends candidates as director nominees for electionappointment to the Board for the Board’s approval.

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

Qualifications

The Nominating and Corporate Governance Committee may receive from shareholders and othersother 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 based 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 forFor 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 RelationshipsAny 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 and Board member attributes.

There are no family relationships among any of our directors, 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 a member of our Board or Compensation Committee.

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.Company’s 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 ofseveral 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 companyCompany has chosen to apply different practices, we disclose in our Dutch statutory annual reportStatutory Board Report that accompanies our Dutch statutory annual accountsStatutory 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 reportStatutory Board Report may be found on the “Investors & Newsroom — Events and Presentations” section of our website athttp://www.uniqure.com/investors-newsroom/events-presentations.php.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCEevents-presentations.php.

Section 16(a) of the Exchange Act requires our executive officers, directorsEnvironmental, Social 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.Governance Practices

Based solely uponAs a reviewcompany driven by its mission to transform patients' lives, we take our responsibility to patients, employees, the medical community, and the communities in which we live and work very seriously. As we grow, we are enhancing our focus on a variety of ESG considerations. In December 2021, the Forms 3, 4,Company adopted its ESG Plan (the “ESG Plan”), and, 5, as applicable, furnishedpart of that, the Company has launched an ESG Steering Committee (the “ESG Committee”). The ESG Committee, which is composed of a cross-functional group of senior employees in our Company, works closely with our Nominating and Governance Committee and across the organization in addressing ESG initiatives. While we continue to us since we ceased to be a foreign private issuer on January 1, 2017,expand our ESG strategy, we have determined that our executive officers, directors, and greater-than-ten-percent beneficial owners filed their beneficial ownership and change in ownership reports withalready focused on the SEC in a timely manner, except as listed below.following areas:

CERTAIN RELATIONSHIPS AND RELATED PERSONSPERSON TRANSACTIONS

Pre-Approval Policy Regarding Related PartyPerson 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 election as a director of the Company;

·                  Any security holder who, at the time 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:

·                  the Related Party’s interest in the transaction;

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

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

·                  a 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;

·                  where 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;

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

·                  an 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;

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

·                  any 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 PartyPerson Transactions

SinceBetween January 1, 2016, we have2021 and December 31, 2021, the Company has 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.

Compensation of and Grants of Options to Certain Related Parties

In the period ended December 31, 2021, executive directors received regular salaries, post-employment benefits and share-based payments. Additionally, non-executive directors received compensation for their services in the form of cash compensation and equity grants. We grant options and restricted share units (“RSUs”), to members of the Board and senior management. We also granted performance share units (“PSUs”) to senior management and certain other employees. Details of optionsequity 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 is a company co-founded by Dr. David Schaffer, who was appointed to our Board in January 2014 pursuant to the terms of that collaboration.  In connection with this transaction, we agreed to provide specified research and development financing, are obligated to make certain upfront, royalty and milestone payments, and granted an option to purchase up to 609,744 Ordinary Shares at an exercise price of €0.05 per share. At October 1, 2014, 25% of the options vested (expiring at December 28, 2014), 50% of the options vested at January 31, 2015 (expiring on December 28, 2015) and the remainder vested on January 31, 2016 (expiring on December 28, 2016).

BMS

In April 2015, we and Bristol Myers Squibb (“BMS”) entered into various commercial and investment agreements providing BMS exclusive access to uniQure’s gene therapy technology platform for multiple targets in cardiovascular and other target-specific disease areas.  We received $50 million in upfront payments upon effectiveness of the licensing and collaboration transaction in May 2015. An additional $15 million payment was received in July 2015 upon designation of three additional collaboration targets by BMS.  In addition, pursuant to the collaboration agreements, in June 2015, BMS purchased 1,112,319 of our Ordinary Shares for aggregate consideration of $37.6 million.  Immediately after the issuance, BMS owned 4.9% of our outstanding Ordinary Shares.  In August 2015, we issued an additional 1,275,789 of our Ordinary Shares to BMS for aggregate consideration of $37.9 million.  Immediately after the issuance, BMS owned 9.9% of our outstanding Ordinary Shares. We recognized $3.9 million in license revenue from BMS for the year ended December 31, 2016 (2015: $2.4 million).

SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT

Based on information publicly filed and provided to us by certain holders, the following table shows the number of our Ordinary Shares beneficially owned as of July 1, 2017,April 8, 2022 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 officersNEOs 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 sharesOrdinary Shares beneficially owned by a person and the percentage ownership of that person, Ordinary Shares that could be issued upon the exercise of outstanding equity awards and warrants held by that person that are currently exercisable or exercisable within 60 days of July 1, 2017 daysApril 8, 2022 are considered outstanding. As of July 1, 2017,April 8, 2022, we had 25,620,07346,644,109 Ordinary Shares outstanding. Unless otherwise stated in a footnote, each of the beneficial owners listed below has direct ownership of and sole voting power and investment power with respect to our Ordinary Shares.

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

* Denotes less than 1% beneficial ownership.

(1)                     The number of shares reported is based solely on the Schedules 13G/A filed by 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. Forbion’s beneficial ownership consists of (i) 987,674 Ordinary Shares held by Coöperative AAC LS U.A., or Coöperative, (ii) 1,530,501 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. Forbion 1 Management B.V., the director of Coöperative and FCI, 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, FCI and FCI II. Investment decisions with respect to the Ordinary Shares held by Coöperative, FCI and FCI II can be made by any two of the duly authorized representatives of Coöperative, FCI and FCI II. Dr. van Deventer is a partner of Forbion Capital Partners, which acts as the investment advisor to the directors of Coöperative, FCI 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.

(2)                     The registered office of Bristol-Myers Squibb Company, Corp is 345 Park Avenue, New York, NY 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)                     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 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:

Securities Authorized for Issuance under Equity Compensation Plans

The table below provides information about our Ordinary Shares that may be issued under our 2014 Amended and Restated Share Option Plan (the “2014 Restated Plan”), our predecessor plans and outside these plans as of July 1, 2017:April 8, 2022:

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

(3)

At the 2016 annual general meeting of shareholders held on June 15, 2016,2021 Annual General Meeting, our Board was granted the authority to issue a maximum of 19.9% of the Company’s aggregate issued capital outsideat the time of a public offering.  Asissuance in connection with any other single issuance (or series of July 1, 2017, this consisted of 5,100,385 Ordinary Shares. Theserelated issuances). Ordinary Shares may be issued as part of inducement or other option grants but are not restricted to that purpose.

COMPENSATION COMMITTEE REPORT

MANAGEMENT

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

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

The Compensation Committee

COMPENSATION DISCUSSION & ANALYSIS

This section discussesCompensation Discussion and Analysis (the “CD&A”) explains our compensation philosophy, policies, and decisions for 2021 for the principlesfollowing executives, whom we refer to in this CD&A and policies underlyingin the following tables as our NEOs:

(1) Mr. Klemt was promoted from Chief Accounting Officer to Chief Financial Officer on June 15, 2021.

(2) Mr. Caloz was hired as Chief Operations Officer on May 17, 2021.

Executive Summary

Our Business

We are a leader in the field of gene therapy and seek to deliver to patients suffering from rare and other devastating diseases single treatments with potentially curative results. We are advancing a focused pipeline of innovative gene therapies, including product candidates for the treatment of Hemophilia B, which effective May 6, 2021, we licensed to CSL Behring pursuant to the CSL Behring Agreement (as defined below), and Huntington’s disease. We believe our technology platform and manufacturing capabilities provide us distinct competitive advantages, including the potential to reduce development risk, cost, and time to market. We produce our Adeno-associated virus (“AAV”) -based gene therapies in our own facilities with a proprietary, commercial-scale, current good manufacturing practices (“cGMP”)-compliant, manufacturing process. We believe our Lexington, Massachusetts-based facility is one of the world’s most versatile gene therapy manufacturing facilities.

2021 Performance and Achievements

In 2021, our NEOs played critical roles in the achievement of our goals to advance and expand our pipeline of leading gene therapy product candidates.

CSL Behring commercialization and license agreement

On May 6, 2021, our commercialization and license agreement with CSL Behring pursuant to which CSL Behring will receive exclusive global rights to etranacogene dezaparvovec, became fully effective. Upon closing this transaction, we collected $462 million, including a $450.0 million upfront cash payment. In addition, the agreement also entitles us to receive more than $0.3 billion in regulatory, development, and first commercial sale milestones, $1.3 billion in additional commercial milestones, and tiered double-digit royalties of up to a low-twenties percentage of net product sales arising from the collaboration.

Hemophilia B program – Etranacogene dezaparvovec (AMT-061)

In June 2021, we completed 18-month follow-up visits for all patients in our pivotal Phase III HOPE-B trial (the “HOPE-B Study) of etranacogene dezaparvovec. The HOPE-B Study is a multinational, open-label, single-arm study to evaluate the safety and efficacy of etranacogene dezaparvovec. Fifty-four adult Hemophilia B patients classified as severe or moderately severe and requiring prophylactic FIX replacement therapy were enrolled in the study.

On December 9, 2021, we announced the achievement of the pre-specified primary endpoint of non-inferiority in annualized bleeding rate (“ABR”) 18-months following administration compared to baseline Factor IX (“FIX”) prophylactic therapy in the HOPE-B Study. The study also achieved a secondary endpoint demonstrating statistical superiority in reduction of ABR compared to baseline FIX prophylactic therapy. ABR for all bleeds after stable FIX expression, assessed at 18 months, was 1.51 compared with the ABR of 4.19 for the lead-in period of at least six months, achieving the primary non-inferiority endpoint and a secondary superiority endpoint (p=0.0002) in the HOPE-B Study. ABR for investigator-adjudicated FIX-treated bleeds was 0.83 compared with lead-in ABR of 3.65 (p<0.0001). All participants continued to demonstrate durable, sustained increases in FIX activity at 18-months post-infusion with a mean FIX activity of 36.9 percent of normal, as measured by a one-stage activated partial thromboplastin time-based (“aPTTbased”) clotting assay, compared to a mean FIX activity of 39.0 percent of normal at 26-weeks of follow-up. Etranacogene dezaparvovec was generally well-tolerated with over 80% of adverse events considered mild.

Huntington’s disease program (AMT-130)

On April 5, 2021, we announced the completion of enrollment of the low-dose cohort of the U.S. Phase I/II study of AMT-130. The low-dose cohort includes 10 patients, of which six patients received treatment with AMT-130 and four patients received sham surgery. The U.S. Phase I/II clinical trial is a randomized, controlled, double-blinded, dose escalation study of AMT-130. We completed enrollment of the high-dose cohort of 16 patients, of which 10 patients will receive treatment with AMT-130 and six patients will receive sham surgery in March 2022.

On December 16, 2021, we announced initial 12-month observations on the first four patients enrolled in the low-dose cohort of the U.S. Phase I/II study. Two of the four enrolled patients received AMT-130, and two patients received Sham surgery as a control. AMT-130 was generally well tolerated in the treated patients, with no serious adverse events related to AMT-130. NfL, a biomarker of injury in the brain, increased as expected immediately following the surgical procedure and returned to baseline in the treated patients. NfL remained relatively constant in the two untreated control patients. Structural magnetic resonance imaging did not reveal any clinically meaningful safety findings in either treated or control patients at one year of follow-up. Measurements of total and mutant HTT protein in the cerebral spinal fluid of the four patients were highly variable and inconclusive. As of December 31, 2021, 19 patients have been enrolled in the clinical trial to date, including nine of 16 in the high-dose cohort.

Also on December 16, 2021, we announced the initiation of patient screening in our 15 patient, open-label, Phase Ib/II study of AMT-130 in the EU, as well our plans to initiate a third cohort in the ongoing U.S. Phase I/II clinical trial. The third cohort, which will include up to 18 additional randomized patients receiving the higher dose, will explore the use of alternative stereotactic navigation systems to simplify placement of catheters for infusions of AMT-130.

Acquisition of Corlieve Therapeutics

In July 2021 we completed the acquisition of Corlieve Therapeutics SAS (“Corlieve”), a privately held French gene therapy company. Through this acquisition we added Corlieve’s gene therapy program, AMT-260, employing micro ribonucleic acid (“miRNA”) silencing technology to target suppression of aberrantly expressed kainate receptors in the hippocampus of patients with temporal lobe epilepsy (“TLE”) to our pipeline. TLE affects approximately 1.3 million people in the U.S. and Europe alone, of which approximately 0.8 million patients are unable to adequately control acute seizures with currently approved anti-epileptic therapies. Patients with refractory TLE experience increased morbidity, excess mortality, and poor quality of life.

Financing

As of December 31, 2021, we had cash, cash equivalents and restricted cash of $559.4 million, which include payments received from CSL Behring following the closing of the transaction. Until such time, if ever, as we can generate substantial cash flows from successfully commercializing our proprietary product candidates, we expect to finance our cash needs through a combination of equity offerings, debt financings, collaborations, strategic alliances and marketing, distribution, and licensing arrangements. We believe that our cash and cash equivalents will fund our operations into the first half of 2025 assuming achievement of $230.0 million related to BLA and MAA submissions as well as first commercial sales milestones under the CSL Behring commercialization and license agreement.

On January 29, 2021, we and Hercules amended the 2018 Amended Facility (“2021 Amended Facility”). Pursuant to the 2021 Amended Facility, Hercules agreed to an additional Facility of $100.0 million (“Tranche B”) increasing the aggregate principal amount of the term loan facilities from $35.0 million to up to $135.0 million. On January 29, 2021, we drew down $35.0 million of the Tranche B. Advances under Tranche B bore interest at a rate equal to the greater of (i) 8.25% or (ii) 8.25% plus the prime rate, less 3.25% per annum. The principal balance of $70.0 million and all accrued but unpaid interest on advances under Tranche B was due on June 1, 2023. The back-end fee in respect of advances under the 2021 Amended Facility ranged from 1.65% to 6.85%, depending on the repayment date. In addition to Tranche B, the 2021 Amended Facility also extended the interest only payment period of the previously funded $35.0 million term loan (“Tranche A”) from January 1, 2022 to June l, 2023.

On December 15, 2021, we and Hercules amended and restated the 2021 Amended Facility (“2021 Restated Facility”). Pursuant to the 2021 Restated Facility, Tranche A and Tranche B of the 2021 Amended Facility with a total outstanding balance of $70.0 million were consolidated into one tranche with a total commitment of $100.0 million. We drew down an additional $30.0 million, resulting in total principal outstanding as of December 31, 2021 of $100.0 million. The 2021 Restated Facility extended the loan’s maturity date from June 1, 2023 until December 1, 2025. The interest-only period is extended from January 1, 2023 to December 1, 2024, or December 1, 2025 if, prior to June 30, 2024, either (a) the BLA for AMT-061 is approved by the FDA or (b) AMT-130 is advanced into a pivotal trial. The interest rate is adjustable and is the greater of (i) 7.95% and (ii) 7.95% plus the prime rate less 3.25% per annum. Under the 2021 Restated Facility, we owe a back-end fee of 4.85% of the outstanding debt. We are required to repay the facility in equal monthly installments of principal and interest between the end of the interest-only period and the maturity date. We continue to owe a $2.5 million back-end fee related to the 2021 Amended Facility which is due on June 1, 2023.

On March 1, 2021, we entered into a Sales Agreement with SVB Leerink LLC (“SVB Leerink”) with respect to an at-the-market (“ATM”) offering program, under which we may, from time to time in our sole discretion, offer and sell through SVB Leerink, acting as agent, our ordinary shares, up to an aggregate offering price of $200.0 million. We pay SVB Leerink a commission equal to 3% of the gross proceeds of the sales price of all ordinary shares sold through it as a sales agent under the Sales Agreement.

In March and April of 2021, we issued 921,730 ordinary shares at a weighted average price of $33.52 per ordinary share, with net proceeds of $29.6 million, after deducting underwriting discounts and net of offering expenses.

Compensation Philosophy and Principles

We 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 future growth of the company. Therefore, our compensation program for our named executive officers.  officers, including our NEOs, is designed to attract, retain, and incentivize the best possible talent.

The Compensation Committee overseeshas established core objectives for our executive compensation programs, which are underpinned by a focus on elements that attract and approves or makes recommendationsretain the talent we believe is necessary to the Board for approval where appropriatesuccessfully lead uniQure 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 were our named executive officers:

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

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

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

Objectives of the Company’s Executive Compensation Programs

As determined by the Compensation Committee, the Company’s compensation programs for its senior management is designed to achieve the following objectives:

·                      motivateMotivate and reward our senior management to achieve established business and individual objectives.

Align interests with our shareholders

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

Use “at risk” compensation to incentivize executives

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

Attract and strategies;retain talented executives

·                      provide

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

·                     align executive interests with those of our Shareholders; and

·                     attract and retain talented executives.companies

Elements ofHow We Determine Executive Compensation

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

The Compensation Committee determines, in its sole discretion,is composed solely of independent directors, who at the appropriate componentsend of senior management’s compensation package. As described in the section of the Proxy titled “Compensation Committee”,2021 were Madhavan Balachandran, Jack Kaye, and David Meek, with Mr. Balachandran serving as the Compensation Committee retained Willis Towers WatsonChair.

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

The overarching purpose of the Compensation Committee is to act asoversee the way 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 NEOs, recommendations are made by the Chief Executive Officer and subsequently reviewed and approved by the Compensation Committee. Overall compensation for our NEOs 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 6 (six) or more times a year to consider the following items:

In 2021, the Compensation Committee, in consultation with WTW (formerly Willis Towers Watson), also determined to award key leaders within the organization, inclusive of the NEOs a one-time performance share unit grant to support the retention of employees and to align the organization around key value drivers for the company. See 2021 Performance Share Unit Award section below for more detail.

Additional meetings are scheduled on an as needed basis, and in 2021 the Compensation Committee met 7 (seven) 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 Compensation Committee. In 2021 the Compensation Committee retained WTW as its independent compensation consultant.  WTW reported directly to the Compensation Committee and took direction from the Chair of the Compensation 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 way 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

The Compensation Committee, with support of WTW, conducts an annual review of the peer group used for benchmarking compensation levels, with a detailed review every two years. A full review of the peer group was performed in 2020 and approved in September 2020 to inform 2021 compensation decisions (the “2021 Peer Group”). The 2021 Peer Group comprises of 18 similar, publicly traded, biopharmaceutical companies based on multiple factors, including number of employees, market capitalization, R&D expense, revenue, and pipeline profile.

The table below depicts the 2021 Peer Group:

The 2021 Peer Group reflects the following changes from the 2020 peer group:

At the time of approval, 2021 Peer Group had:

The Compensation Committee determined that uniQure’s size relative to the peer group was appropriate for the purpose of compensation comparisons.  For executive roles where insufficient proxy statement data was available to inform market comparisons, the Compensation 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 NEOs. 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.

Target Pay Mix

A significant portion of our NEOs’ 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.

The 2021 target compensation mix for the Chief Executive Officer is detailed below. Of the total target compensation, 89% was at risk (the STI and LTI components) and 11% was not at risk (the salary component).

We do not specify a target mix of salary, STI and LTI compensation for our other NEOs, but we target a range of approximately 75% - 80% 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.

2021 Compensation Decisions and Outcomes

Mr. Kapusta, Dr. Dolmetsch, and Dr. Kuta’s target bonus rate remained the same from the prior year. Mr. Klemt’s target bonus was increased from 35% to 40% as of June 2021 in recognition of his promotion to Chief Financial Officer. Mr. Caloz joined uniQure in May 2021 with a target bonus of 50% of base salary.

Annually, we evaluate and establish performance targets based on the corporate goals that are adopted by the Board. Our performance targets are generally based on the achievement of a key set of core objectives considered essential to our successful performance over a given calendar year.  These core objectives are designed across the range of functions of the Company, including clinical, research and technology, regulatory, manufacturing, finance, and other general and administrative functions.  Our performance against targets is reviewed periodically with the Board throughout the year.  At the end of the calendar year, we assess the overall performance, which is then used for compensation decisions, including the payment of annual incentive bonuses.

In early 2021, the Board approved the following corporate objectives.