AGENDA ITEM I—OPENING AND ANNOUNCEMENTS

The Chairman will open the Extraordinary MeetingCompany is committed to strong corporate governance and make any announcements.

AGENDA ITEMS II and III

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

maximizing Shareholder value. The Board is responsible for establishing broadbelieves that the use of equity-based compensation aligns plan participants’ interests with Shareholders, and thereby promotes best practices in corporate policiesgovernance. The use of equity-based compensation enables us to attract, motivate, and monitoring the overall performance of the Company.  It selects the Company’s senior management, delegates authority for the conduct of the Company’s day-to-day operations to those senior managers, and monitors their performance.  Members of the Board are kept informed of the Company’s business by, among other things, participating in Board and Committee meetings and by reviewing analyses and reports provided to them.

The Board is currently made up of seven directors. The term of office of two non-executive directors, Philip Astley-Sparke and Will Lewis, is scheduled to expire on the date of the 2018 annual meeting (the “2018 Annual Meeting”); the term of office of one executive director, Matthew Kapusta, is scheduled to expire on the date of the 2019 annual meeting (the “2019 Annual Meeting”); the term of office of three non-executive directors, Jack Kaye, David Schaffer, and Sander van Deventer, is scheduled to expire on the date of the 2020 annual meeting (the “2020 Annual Meeting”); and the term of office of one non-executive director, Paula Soteropoulos, is scheduled to expire on the date of the 2021 annual meeting (the “2021 Annual Meeting”).  All directors will hold office for a maximum term of four years, or until their earlier death, resignation, removal or disqualification. 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 experienceretain talent to contribute to the Company by working as the Company’s chief scientific officer and resigning his positionour success.

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To this end, on September 27, 2023, 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 Boardadopted, upon the election of one or both of the nominees at the Extraordinary Meeting.

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

The names and ages as of the Record Date of the individuals who are our nominees for election as non-executive directors are:

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

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

MADHAVAN BALACHANDRAN. Mr. Balachandran 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 Welcome Company, a predecessor through 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 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 director due to his expertise and experience in the biotechnology industry.

JACK KAYE. Jack Kaye, age 73, has served as a member of our Board since 2016. Mr. Kaye has also served as Chairman of the Audit Committee of Keryx Biopharmaceuticals, Inc. (NASDAQ: KERX) from September 2006 to May 2016 and is currently chairman of the Audit Committee and a memberrecommendation of the Compensation Committee of Dyadic International, Inc. (OTC: DYAI). Mr. Kaye began his career at Deloitte LLP, an international accounting, taxthe Board and consulting firm, in 1970, and was a partnersubject to Shareholder approval, the 2014 Plan Restatement. Accordingly, the Board proposes the following amendments to the 2014 Plan as set forth in the firm from 1970 until May 2006. At Deloitte, he was responsible for servicing a diverse client base2014 Plan Restatement:

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No other material changes to the 2014 Plan are proposed or recommended.  The 2014 Restatement Amendment incorporates shareholder feedback following our 2023 Annual Meeting and retains the enhancements proposed at such meeting.

Mr. Lewis is qualified to serve as a non-executive director dueCompensation Committee, to the depth of his experience inextent 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.

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. Paula Soteropoulos, age 49, has served as a member of our Board since July 2013. Ms. Soteropoulos is president and chief executive officer of Akcea Therapeutics, a position she has held since January 2015. 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 bachelor of science degree in chemical engineering and a master of science 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 director due to her extensive experience in the biotechnology industry.

DR. SANDER VAN DEVENTER. Dr. Sander van Deventer, age 62, has served as a member of our Board since April 2012 and served as member of the AMT supervisory board from April 2010 to April 2012. Dr. van Deventer was one of our co-founders. He served as our interim Chief Executive Officer from February to October 2009. He has been Professor of Translational Gastroenterology at the Leiden University Medical Center since 2008 and is a partner of Forbion Capital Partners, which he joined in 2006. He serves on the boards of enGene Inc., Argos Biotherapeutics, gICare Pharma Inc and Hookipa Biotech. He was previously a professor, head of the department of experimental medicine and chairman of the department of gastroenterology of the Academic Medical Center at the University of Amsterdam from 2002 to 2004, and subsequently professor of experimental medicine at the University of Amsterdam Medical School until 2008. Dr. van Deventer is currently a professor at Leiden University Medical Center. He has more than 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. We believe that Dr. van Deventer is qualified to serve as non-executive director due to his expertise in the biotechnology industry and his service on the boards of directors of other biotechnology companies. As of August 7, 2017, Dr. van Deventer joined the Company’s management team as its chief scientific officer. He has communicated to the Board that he will resign his position on the Board upon the election of one or both of the nominees at the Extraordinary Meeting.

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

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

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

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

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

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

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

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

Advisor in 2005 while at KPMG.

Risk Oversight

Generally, the Board 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 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 overseespowers or authority under 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 recommend2014 Plan Restatement to the Board any proposed changes it may deem appropriate.Compensation Committee.  The Compensation Committee considers risks relatedhas discretion to determine the attraction and retention of professional talentindividuals to whom, and the implementation and administrationtime or times at which, awards may be granted under the 2014 Plan Restatement, the number of compensation and benefit plans affecting the Company’s employees.  All Committees are required, pursuant to their respective charters, to report regularly to the Board.  The activities of the Audit, Nominating and Corporate Governance and Compensation Committees are more fully described below.

Board Determination of Director Independence

Our securities are listed on the NASDAQ Global Market 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,ordinary shares, units or other rights 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”).  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 withaward, the exercise, base or purchase price of independent judgmentan award (if any), the type of award, the manner in carrying outwhich such awards will vest, become exercisable or payable, the responsibilities of a director.

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

Board Meetings

The Board met 6 times during the calendar year ended December 31, 2016.  Other than Joseph Feczko, who is no longer a director, each of the directors attended at least 75% of the meetings ofCharter, the Board finally reviews and the Committees on which he or she served during the year ended December 31, 2016 (in each case, which was held during the period for which he or she was a director and/or a member of the applicable Committee).  Ferdinand Verdonck, the chairman at the time, and Dr. van Deventer attended our 2016 annual meeting of shareholders held on June 15, 2016.  The Company encourages its directors to attend the annual meeting of 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, each of which is comprised solely of independent directors, and is described more fully below. The members of each Committee are appointed

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

Audit Committee and Audit Committee Financial Expert

The Audit Committee is comprised of Jack Kaye, Paula Soteropoulos and Philip Astley-Sparke. Jack Kaye serves as chair of the Audit Committee and is the Audit Committee’s “audit committee financial expert” within the meaning of the SEC’s rules and regulations.  In the event 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. Each of Jack Kaye, Paula Soteropoulos and Dr. Springhorn satisfies the director independence standards and the independence standards for members of the Audit Committee established by SEC and Nasdaq. Mr. Astley-Sparke meets the criteria for appointment to the Audit Committeegrants all individual awards pursuant to the “exceptional and limited circumstances” set out in Nasdaq listing rule 5605(c)(2)(B).  Pursuant to such exception, a director who (i) is not an “independent director” as defined by Nasdaq rules, (ii) meets2014 Plan Restatement, based on the criteria set forth in Section 10A(m)(3)recommendations 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 membershipCompensation Committee. The Board, based on the audit committee by such individual is required by the best interestsrecommendations of the Company and its shareholders.

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

As noted above, the Audit Committee is governed by the Audit Committee Charter.  A copy of this Charter is available on our website at www.uniqure.com under “Investors & Newsroom — 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 Committeealso has the authority to engage independent legal, accounting andamend any outstanding option or other advisers, as it determines necessary to carry out its duties.

The Audit Committee met 6 times during 2016.

Compensation Committee

The Compensation Committee is comprisedaward, provided that no such action shall adversely affect the rights of Jack Kaye, who serves as chair and Paula Soteropoulos. Sander van Deventer served as a member 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 appointedparticipant or otherwise violate applicable law. Subject to the Compensation Committee. Each of Mr. Kaye, Ms. Soteropouloschange in control and Mr. Balachandran satisfiesadjustment provisions contained in the director independence standards and the independence standards for members of2014 Plan Restatement, the Compensation Committee established by 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 — 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 hasdoes not have the authority to retain compensation consultants and other outside advisorsreprice outstanding options without Shareholder approval.

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.

The Compensation Committee met 6 times during 2016.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is comprised of Sander van Deventer and Paula Soteropoulos. Dr. van Deventer serves as 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 chair 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 of Ms. Soteropoulos and Dr. Springhorn satisfies 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 is31, 2023, 501,785 shares remained available on our website at www.uniqure.com under “Investors & Newsroom— 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; recommending to the Board nominees for each Committee; developing and recommending to the Board corporate governance principles applicable to the Company; and leading the Board in its annual review of the Board’s performance.

The Nominating and Corporate Governance Committee met 3 times during 2016.

Polices Governing Director Nominations

Director Nomination Process

Our Board is responsible for selecting its own members. 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, candidates to stand for election as directors.

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

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

Qualifications

The Nominating and Corporate Governance Committee may receive from shareholders and others recommendations for nominees for election to the Board and recommend to the Board candidates for Board membership for consideration by the shareholders at the annual 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 the ability of the candidate to devote adequate time to Board duties. The Nominating and Corporate Governance Committee does not assign specific weights to particular criteria, and no particular criterion is a prerequisite for any Board candidate. We do however consider diversity in reviewing director candidates and do not discriminate on the basis of race, religion, sexual orientation, sex or national origin. Under Dutch law, as a company with fewer than 30% of the directors being women, we are required to disclose the rationale behind our failure to have a specified diversity percentage for the Board and our efforts to obtain such diversity and have done so in our Dutch statutory annual report for 2016, which is available on our website. In order for the Board to fulfill its responsibilities, our Nominating and Corporate Governance Committee believes that the Board should include directors possessing a blend of experience, knowledge and ability, regardless of other characteristics.

Family Relationships

There are no family relationships among any of our directors, 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 officer and chief financial officer.  The code of business conduct and ethics and corporate governance guidelines and board rules are available on our website at  www.uniqure.com .  We have also adopted corporate governance guidelines and board rules which are applicable to the company’s management.

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

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

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

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

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

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

CERTAIN RELATIONSHIPS AND RELATED PERSONS TRANSACTIONS

Pre-Approval Policy Regarding Related Party Transactions

The Board has adopted a related party transactions policy, pursuant to which the chief financial officer and the Audit Committee is 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 had, has or will have a direct or indirect material interest 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 officer all material facts concerning a prospective transaction or arrangement involving the Company in which such person may have an interest. The chief 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 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 Party Transactions

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

Grants of Options to Related Parties

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

4D Molecular Therapeutics Collaboration

In January 2014, we entered into a collaboration and license agreement with 4D Molecular Therapeutics.   4D Molecular Therapeutics 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, by (i) each person known by us to beneficially own more than five percent of our voting securities, (ii) each named executive officer, (iii) each of our directors, (iv) each of our director nominees, and (v) all of our current named executive officers and directors as a group.  Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.  In computing the number of shares beneficially owned by a person and the percentage ownership of that person, Ordinary Shares that could be issued upon the exercise of outstanding equity awards and warrants held by that person that are currently exercisable or exercisable within 60 of July 1, 2017 days are considered outstanding.  As of July 1, 2017, we had 25,620,073 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, 1105BP Amsterdam, the Netherlands.

* Denotes less than 1% beneficial ownership.

(1)awards.  The number of shares reported is based solely onremaining available for awards under 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 review2014 Plan as of the Company’s registered shareholderseffective date of the 2014 Plan Restatement will be reduced if any awards are granted under the 2014 Plan after August 31, 2023 and prior to the effective date of the 2014 Plan Restatement. In addition, subject to adjustment 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 overdescribed herein, the Ordinary Shares held by Coöperative, FCI and FCI II. Investment decisions with respectsubject to outstanding awards granted under the 2014 Plan prior to the effective date of the 2014 Plan Restatement that are cancelled, terminated, expired, forfeited or otherwise lapse without being settled in shares on or after the effective date of the 2014 Plan Restatement will also be available for the grant of awards under the 2014 Plan Restatement. For the avoidance of doubt, the Ordinary Shares held by Coöperative, FCI and FCI II can be made by any twosubject to outstanding awards granted under the 2014 Plan prior to the effective date 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 advisor2014 Plan Restatement that are cancelled, terminated, expired, forfeited or otherwise lapse without being settled in shares prior 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 partnereffective date 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 may2014 Plan Restatement will also 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)                     Includesavailable for the persons listedgrant of awards under the 2014 Plan Restatement. Subject to adjustment as described below, on and after the following ordinary shares subject to options held by that person that are currently exercisable or become exercisable within 60 dayseffective date of July 1, 2017 and ordinary shares issuable upon the vesting2014 Plan Restatement, the aggregate number 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 or transferred under the 2014 Plan Restatement pursuant to incentive share options may not exceed 200,000 Ordinary Shares.

The number of Ordinary Shares covered by share appreciation rights shall be counted against the number of shares available for grant under the 2014 Plan Restatement; provided, however, that (i) share appreciation rights that may be settled only in cash shall not be so counted and (ii) if the Company grants a share appreciation right in tandem with an option for the same number of Ordinary Shares and provides that only one such award may be exercised, only the shares covered by the option, and not the shares covered by the tandem share appreciation right, shall be so counted, and the expiration of one in connection with the other’s exercise will not restore shares to the 2014 Plan Restatement.

If any award (i) expires or is terminated, surrendered or canceled without having been fully exercised or is forfeited or (ii) results in any Ordinary Shares not being issued, the unused Ordinary Shares covered by such award shall again be available for grant under the 2014 Plan Restatement, subject to any limitations under the Code and certain other terms set forth in the 2014 Plan Restatement.

Ordinary Shares delivered to the Company by a participant to (i) purchase Ordinary Shares upon the exercise of an award or (ii) satisfy tax withholding obligations with respect to awards shall not be added back to the number of shares available for the future grant of awards under the 2014 Plan Restatement.

In connection with certain corporate transactions involving the Company, the Board may grant awards in substitution for any options or other shares or share-based awards granted by another applicable entity involved in the corporate transaction. Substitute awards may be granted on such terms as the Board deems appropriate, and such substitute awards shall not count against the overall share limit under the 2014 Plan Restatement, except as may be required by reason of Section 422 and related provisions of the Code.

Share Options

The Board may grant options to purchase Ordinary Shares and determine the number of Ordinary Shares to be covered by each option, the exercise price of each option and the conditions and limitations applicable to the exercise of each option, including conditions relating to applicable securities laws, as it considers necessary or advisable. The Board establishes the exercise price of each option and specifies the exercise price in the applicable option agreement, which shall not be less than 100% of the fair market value per ordinary share on the date the option is granted.  

Restricted Share Units

The Board may grant awards entitling the recipient to receive Ordinary Shares or cash to be delivered at the time such award vests. Vesting is subject to the continued employment of participants.

The fair market value per Ordinary Share on any relevant date under the 2014 Plan Restatement will be deemed to be equal to the closing sale price per share during regular trading hours on the relevant date on the Nasdaq Global Select Market (or any other national securities exchange on which the Ordinary Shares are at the time primarily traded).  On October 2, 2023, the fair market value per Ordinary Share determined on such basis was $6.18. Alternatively, the fair market value per Ordinary Share on the relevant date of grant may be deemed to be the average of the closing sales prices of the Ordinary Shares during regular trading hours for the ten (10) trading days following the date of grant.

Tax Withholding

The participant must satisfy all applicable Dutch, United States and other applicable national, federal, state, and local or other income, national insurance, social and employment tax withholding obligations before the Company will deliver or otherwise recognize ownership of Ordinary Shares under an award. The Company may decide to satisfy the withholding obligations through additional withholding on salary or wages. If the Company elects not to or cannot withhold from other compensation, the participant must pay the Company the full amount, if any, required for withholding or have a broker tender to the Company cash equal to the withholding obligations. Payment of withholding obligations is due before the Company will issue any shares on exercise, vesting or release from forfeiture of an award or at the same time as payment of the exercise or purchase price, unless the Company determines otherwise. If provided for in an award or approved by the Board in its sole discretion, a participant may satisfy such tax obligations in whole or in part by delivery (either by actual delivery or attestation) of Ordinary Shares, including shares retained from the award creating the tax obligation, valued at their fair market value; provided, however, except as otherwise provided by the Board, that the total tax withholding where shares are being used to satisfy such tax obligations cannot exceed the Company’s minimum statutory withholding obligations (based on minimum statutory withholding rates for Dutch, United States and other applicable national, federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income). Shares used to satisfy tax withholding requirements cannot be subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements.

Transferability

Awards under the 2014 Plan Restatement may not be sold, assigned, transferred, pledged or otherwise encumbered by the participant, except by will or the laws of descent and distribution applicable to such participant or, with respect to awards other than incentive share options, pursuant to a domestic relations order.  Except as permitted by the Board with respect to non-qualified share options, only a participant may exercise rights under an award during the participant’s lifetime.  The Board may provide in a grant instrument that a participant may transfer awards to immediate family members, or one or more trusts or other entities for the benefit of or owned by immediate family members, consistent with applicable securities laws.

Amendment; Termination

Our Board may amend, suspend or terminate our 2014 Plan Restatement at any time, except that our Shareholders must approve an amendment if such approval is required in order to comply with Section 422 of the Code or applicable stock exchange requirements. Unless terminated sooner by our Board or extended with Shareholder approval, the 2014 Plan Restatement will terminate on November 14, 2033.

Establishment of Sub-Plans

The Board may, from time to time establish one or more sub-plans under the 2014 Plan Restatement for purposes of satisfying applicable securities, tax or other laws of various jurisdictions.

VOTING PROPOSAL NO. 2
INCREASE THE NUMBER OF SHARES AVAILABLE UNDER THE 2014 PLAN RESTATEMENT AND AUTHORIZATION OF THE BOARD AS THE COMPETENT BODY TO ISSUE ORDINARY SHARES AND GRANT RIGHTS TO SUBSCRIBE FOR ORDINARY SHARES PURSUANT TO THE 2014 PLAN

The Board believes that the use of equity-based compensation aligns plan participants’ interests with Shareholders, and thereby promotes best practices in corporate governance. Equity-based compensation enables us to attract, motivate and retain talent in a competitive market to contribute to our success.  Should our Shareholders approve the 2014 Plan Restatement, as described in Voting Proposal No. 1, the Board proposes an amendment to the 2014 Plan Restatement (the “Restatement Amendment”) which increases the number of Ordinary Shares reserved for issuance by an additional 1,750,000 shares, so that, after taking into account the number of shares remaining available for awards under the 2014 Plan as of August 31, 2023 (501,785 shares), the maximum number of shares reserved for issuance with respect to awards granted on and after the effective date of the Restatement Amendment is 2,251,785 shares.

This Voting Proposal No. 2 materially decreases the number of Ordinary Shares to be reserved for issuance under the

Restatement Amendment by 50%, as compared to Voting Proposal No. 12 as proposed at our 2023 Annual Meeting and rejected. We recognize the dilutive impact of equity-based compensation on our shareholders and strive to balance that impact with our need to attract, motivate and retain talent. The Board and Compensation Committee worked with management and independent compensation consultants to determine the number of Ordinary Shares to be issued pursuant to the Restatement Amendment. We believe the Restatement Amendment is necessary for us to continue to offer a competitive compensation package. If we were unable to continue to grant equity-based awards, we may have to offer cash-based incentives in order to attract and retain talent. The use of cash-based incentives could have a significant effect on our financial and operating results, negatively impact our competitive recruiting and retention advantage and reduce the alignment between our employees and shareholders.

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The number of shares remaining available for awards under the 2014 Plan Restatement as of the effective date of the Restatement Amendment will be reduced by the number of awards that we grant under the 2014 Plan after August 31, 2023 and prior to the effective date of the Restatement Amendment, if any. In addition, the Ordinary Shares subject to outstanding awards granted under the 2014 Plan prior to the effective date of the Restatement Amendment that are cancelled, terminated, expired, forfeited or otherwise lapse without being settled in shares on or after the effective date of the Restatement Amendment will also be available for the grant of awards under the 2014 Restatement. For the avoidance of doubt, the Ordinary Shares subject to outstanding awards granted under the 2014 Plan prior to the effective date of the Restatement Amendment that are cancelled, terminated, expired, forfeited or otherwise lapse without being settled in shares prior to the effective date of the Restatement Amendment will also be available for the grant of awards under the 2014 Restatement.

No other changes to the 2014 Plan Restatement are proposed or recommended pursuant to this Voting Proposal No. 2. This summary is not intended to be complete and is qualified in its entirety by the full text of the Restatement Amendment, which is attached to this proxy statement as “Appendix B.”

Additionally, solely for purposes of compliance with Dutch law, the Board also proposes that it will be designated as the competent body to issue Ordinary Shares that need to be issued and to grant rights to subscribe for Ordinary Shares that need to be granted pursuant to the 2014 Plan, for a term of 18 months from the date of the Extraordinary General Meeting of Shareholders (November 15, 2023). Finally, the Board proposes that, to the extent required, it will be designated as the competent body to exclude or limit pre-emptive rights in relation to the issuance of Ordinary Shares and the granting of rights to subscribe for Ordinary Shares that are required pursuant to the 2014 Plan, for a term of 18 months from the date of the Extraordinary General Meeting of Shareholders.

As of August 31, 2023 the Company’s capital structure consisted of 47,742,942 Ordinary Shares outstanding. As described above, as of August 31, 2023, 501,785 Ordinary Shares remain available for grant of awards under the 2014 Plan.

(1)The exercise pricetable below shows our potential dilution levels based on our fully diluted Ordinary Shares outstanding and our request for 1,750,000 additional Ordinary Shares to be available for awards under the 2014 Plan Restatement. The proposed increase of 1,750,000 Ordinary Shares represents 3% of fully diluted Ordinary Shares outstanding, including all shares that will be authorized under the 2014 Plan Restatement, as of August 31, 2023. The dilution impact of the additional share request has been materially decreased by 50% compared against the share request at the 2023 Annual Meeting to strengthen our RSU and PSU awardsalignment with shareholders, while maintaining our ability to offer market competitive equity compensation. The Company believes that the potential dilution associated with the proposed increase in Ordinary Shares available pursuant to the Restatement Amendment is $0.00 and is includedreasonably consistent with market practice.

The information in the weighted-average exercise pricetable below is as of outstanding options, warrants and rights.August 31, 2023, unless described otherwise.

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MANAGEMENT COMPENSATION COMMITTEE REPORT

This section discusses the principles and policies underlying our executive compensation program for our named executive officers.  The Compensation Committee oversees our executive compensation programsReport is not “soliciting material,” is not deemed “filed” with the SEC and approvesis not to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or makes recommendationsthe Securities Exchange Act of 1934, both as amended.

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

The Compensation Committee

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