VOTING PROPOSALS NO. 1 AND3 & NO. 2— BOARD APPOINTMENTS

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REAPPOINTMENTS OF NON-EXECUTIVE DIRECTORS

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, attending certain meetings with senior and byother management of the Company, and reviewing analyses and reports provided to them.

The Board is currently made up of sevennine directors. The termterms of office of twofor three non-executive directors, Philip Astley-SparkeRachelle Jacques, David Meek, and Will Lewis, isPaula Soteropoulos, are scheduled to expire on the date of the 2018 annual meeting (the “20182024 Annual Meeting”); the termMeeting. The terms of office of one executive director, Matthew Kapusta isand one non-executive director, Robert Gut, are scheduled to expire on the date of the 2019 annual meeting (the “20192025 Annual Meeting”);Meeting of the termShareholders. The terms of office of threefor four non-executive directors, Madhavan Balachandran, Jack Kaye, David Schaffer,Leonard Post, and Sander van Deventer, isJeremy Springhorn, are scheduled to expire on the date of the 2020 annual meeting (the “20202026 Annual Meeting”); and the termMeeting 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,years. However, the current practice of the Board is to nominate all directors, both executive and non-executive, for three-year terms of office. The Board has implemented staggered terms to provide for a retirement schedule as required by our Articles of Association.

Nominees for Reappointment

The Board has nominated each of Rachelle Jacques and David Meek for reappointment to the Board, each to serve as a non-executive director until the 2027 annual general meeting of shareholders or until their earlierhis or her death, resignation, removalsuspension, or disqualification. Our Articlesdismissal. Each of Association do not require the termsRachelle Jacques and David Meek have consented to being named in this Proxy Statement and to continue to serve, if appointed, as a member of the directors be staggered.Board.

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 hisThe name, 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 towith the Company by working as the Company’s chief scientific officer and resigning his position on the Board.  The Board unanimously approved these changes, and as of August 7, 2017, Dr. van Deventer was appointed as the Company’s chief scientific officer.  Dr. van Deventer has notified the Board that he will resign his position on the Board upon the election of one or both of the nominees at the Extraordinary Meeting.

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

The names and agesage as of the Record Date of each individual who is our nominee for reappointment as a director is:

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RACHELLE JACQUES has served as a member of our Board since October 2021. Ms. Jacques 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. Ms. Jacques currently serves as President and Chief Executive Officer of Akari Therapeutics, Inc. a late-stage biopharmaceutical company focused on innovative therapeutics to treat orphan autoimmune and inflammatory diseases, a position which she has held since her appointment in March 2022. 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 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 served as Vice President of U.S. Hematology Marketing at Baxalta Incorporated and then Shire plc, following Shire’s acquisition of Baxalta in 2016. From July 2015 to June 2016, Ms. Jacques served as Vice President of Business Operations at Baxalta after its spinoff from Baxter International. 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. in business administration from Alma College. Earlier in her career Ms. Jacques served as a financial auditor for Ernst & Young and Deloitte & Touche. Ms. Jacques has served on the board of directors of Corbus Pharmaceuticals (Nasdaq: CRBP) since April 2019 and previously served on the board of directors of Viela Bio from April 2020 to February 2021. She is a founding member of the Alliance for Regenerative Medicine (ARM) Action for Equality Task Force, and is a member of the board of trustees of Alma College. We believe Ms. Jacques is qualified to serve as a Non-Executive Director due to her extensive experience in the biotechnology industry.

DAVID MEEK 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 biopharmaceutical industry in which he has held various global executive positions in major pharmaceutical and biotechnology companies. Mr. Meek served as Chief Executive Officer and Director of Mirati Therapeutics, Inc. (Nasdaq: MRTX), a publicly traded commercial-stage oncology company, from September 2021 to August 2023. Mirati has since been acquired by Bristol Myers Squibb. From January 2020 to March 2021, Mr. Meek served as President, Chief Executive Officer and Director of FerGene, Inc., a biotechnology company focused on gene therapies for the treatment of cancer. From July 2016 to January 2020, Mr. Meek served as Chief Executive Officer and Director of Ipsen, a publicly traded global biopharmaceutical company based in France. Prior to joining Ipsen, Mr. Meek held executive leadership roles including serving as Executive Vice President and President of Oncology at Baxalta Incorporated from 2014 to 2016 leading up to its acquisition by Shire, and serving as Chief Commercial Officer of Endocyte, Inc. from 2012 to 2014. He also served in executive leadership roles at Novartis Pharmaceuticals Corporation and Novartis Oncology from 2005 to 2012, after beginning his career at Johnson & Johnson, Inc. and Janssen Pharmaceuticals, Inc. from 1989 to 2004. Mr. Meek has served as a non-executive director of Fusion Pharmaceuticals Inc. (Nasdaq: FUSN), a radiopharmaceuticals biotechnology company, since October 2023. Mr. Meek served on the boards of Pharmaceutical Research & Manufacturers of America and European Federation of Pharmaceutical Industries & Associations. He also previously served on the board of directors of Entasis Therapeutics Inc. from June 2019 to July 2022 (acquired by Innoviva, Inc.). 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.

Non-Continuing Director

As previously disclosed, on April 9, 2024, Ms. Soteropoulos notified us that she will not stand for re-election to the Board when her current term expires at the 2024 Annual Meeting. Upon the expiration of her term as a director, Ms. Soteropoulos will also cease serving as a member of our Nominating and Corporate Governance Committee and as a member of our Research and Development Committee.

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PAULA SOTEROPOULOS has served as a member of our Board since July 2013. Ms. Soteropoulos is an executive leader with more than 30 years of experience in the biopharmaceutical industry in areas of drug development, manufacturing, business development, global commercialization and company building. She currently serves as the Interim Chief Executive Officer of Ensoma, a private venture-backed company, a position she has held since January 2024, as well as Chairman of the board of directors of Ensoma since October 2021. She has served on the board of directors of Rallybio Corporation since November 2020 and on the board of directors of Dianthus Therapeutics, Inc. since May 2020. Since January 2023, she also has served as a Venture Partner to 5AM Ventures. From January 2015 through September 2019, she served as President and Chief Executive Officer of Akcea Therapeutics, Inc. (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. Ms. Soteropoulos previously 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 B.S. in chemical engineering and an M.S. 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.

If reappointed, the term of office for each of Ms. Jacques and Mr. Meek will expire on the date of the 2027 annual general meeting of shareholders. We currently expect that Ms. Jacques will continue to serve as a member of our Audit Committee, and Mr. Meek will continue to serve as Chair of the Board and as a member of our Compensation Committee and Nominating and Corporate Governance Committee. Pursuant to the Company’s Articles of Association, the Board plans to appoint any new committee members at the first meeting of the Board following the 2024 Annual Meeting, which is currently scheduled for June 19, 2024.

For information as to the Ordinary Shares held by Ms. Jacques, Mr. Meek and Ms. Soteropoulos, 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

Under our Articles of Association and consistent with Dutch law, executive directors and non-executive directors are appointed by the 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 2024 Annual Meeting, unless the nomination is overruled by the general meeting, which resolution requires at least a two-thirds majority of the votes cast at the 2024 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 2024 Annual Meeting. Abstentions, “blank votes”, “broker non-votes” and invalid votes are not considered votes cast.

BOARD RECOMMENDATION

The Board unanimously recommends that you vote “FOR” each of the nominees for Non-Executive Director.

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VOTING PROPOSAL NO. 5
AUTHORIZATION OF THE BOARD TO ISSUE ORDINARY SHARES AND GRANT RIGHTS TO SUBSCRIBE FOR ORDINARY SHARES

Under Dutch law and our Articles of Association, the general meeting of Shareholders may authorize our Board to issue Ordinary Shares and to grant rights to subscribe for Ordinary Shares for a specific period not exceeding five years. While our Shareholders have historically approved such authorizations, our Board does not currently have the authority to issue Ordinary Shares or to grant rights to subscribe for Ordinary Shares outside of our 2014 Share Incentive Plan.

In this Voting Proposal No. 5, the Board is seeking authorization, for a period of 18 months following the date of the 2024 Annual Meeting, to issue Ordinary Shares and grant rights to subscribe for Ordinary shares for any legal purpose up to a maximum of 9,500,000 Ordinary Shares, which represents approximately 19.6% of our aggregate issued and outstanding share capital of 48,502,507 Ordinary Shares as of the date of this Proxy Statement.

Background

Many Nasdaq-listed companies are subject to Delaware law, which provides the board of directors with authority to approve the issuance, from time to time, of capital stock, in the board’s sole discretion, as long as the number of shares to be issued, together with those shares that are already issued and outstanding, do not exceed the authorized number of shares set forth in such company’s charter. However, as a company incorporated under the laws of the Netherlands, we are subject to more stringent legal requirements with regard to the authority of our Board to approve the issuance of shares. Specifically, under our Articles of Association, the Board does not have the authority to issue Ordinary Shares and we are therefore required to seek the approval of our shareholders each time we wish to do so, unless our shareholders have delegated such authority to the Board at a general meeting.

For U.S.-listed companies incorporated under Dutch law, authorization of boards of directors to issue ordinary shares with certain limitations is consistent with market practice, and is generally a recurring agenda item at annual meetings of shareholders.

At each annual general meeting of shareholders held following the date of our initial public offering in 2017 through 2022, our shareholders approved our Board as the competent body to issue Ordinary Shares and to grant rights to subscribe for Ordinary Shares. Since the designation approved at our 2022 annual general meeting of shareholders expired on December 14, 2023, we sought the same authorization at the 2023 annual general meeting of shareholders; however, the proposal was not approved by our shareholders. As a result, our Board does not presently have the authority to issue Ordinary Shares or grant rights to subscribe for Ordinary Shares (other than pursuant to our 2014 Share Incentive Plan) and will not have such authority unless this Voting Proposal No. 5 is approved. Without this authorization, only the general meeting of shareholders has the power to authorize the issuance of Ordinary Shares.

Approval of Voting Proposal No. 5 would reinstate the ability of our Board to authorize Ordinary Share issuances and grants of subscription rights up to a maximum of 9,500,000 Ordinary Shares (or approximately 19.6% of our aggregate issued and outstanding share capital). This authorization is consistent with the authority inherently possessed by boards of directors of U.S.-incorporated companies and the aforementioned limitations are more restrictive than the authority our Board held until December 14, 2023.

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Reasons for the Share Authorization

We recognize that issuing equity is dilutive to shareholders, and given our current cash position, we currently have no plans to raise capital in this manner. However, approval of Voting Proposal No. 5 will support our ability to effect strategic transactions and other alliances in the interests of uniQure’s stakeholders by providing our Board with the flexibility to issue Ordinary Shares and to grant rights to subscribe for up to 9,500,000 Ordinary Shares. We expect to issue any such Ordinary Shares (i) as a component of the transaction consideration that may be payable to former shareholders of Corlieve Therapeutics upon the achievement of certain contractually designated milestone events related to our product candidate AMT-260 for the treatment of mesial temporal lobe epilepsy, (ii) as a component of transaction consideration from time to time, (iii) should market conditions significantly improve, to raise capital to fund our business, and (iv) for such other purposes as our Board may reasonably determine, in each case with limited delay and without the expense of holding an extraordinary general meeting of shareholders.

Many of the transactions referred to above arise under circumstances requiring prompt action, and the likelihood of the successful execution of such transactions could be materially reduced if such transactions require the approval of our shareholders at an extraordinary general meeting, which could require up to eight weeks of preparation. The Board believes that it is advisable and in the best interest of the Company and its stakeholders to provide this authorization for general purposes in order to avoid the delay and expense of obtaining shareholder approval at a later date, and to provide us with greater flexibility to pursue financing opportunities or strategic transactions. The terms of any future issuance of Ordinary Shares or grant or rights to subscribe for Ordinary Shares will depend largely upon market and financial conditions, the nature and terms of any prospective transaction, and other factors existing at the time of issuance.

Other than Ordinary Share issuances in connection with our equity compensation plans (including plans for inducement grants to newly hired employees) and our employee share purchase plan, as of the date of this Proxy Statement, we do not have any specific plans, proposals, or arrangements to issue any of our authorized Ordinary Shares for any purpose.

VOTE REQUIRED

The affirmative vote of a majority of our Ordinary Shares present in person or represented by proxy at the 2024 Annual Meeting and entitled to vote is required to approve this Voting Proposal No. 5. Abstentions and broker non-votes will have no effect on the outcome of this vote.

BOARD RECOMMENDATION

The Board unanimously recommends that Shareholders vote “FOR” the authorization of the Board to issue Ordinary Shares and grant rights to subscribe for up to 9,500,000 Ordinary Shares a period of 18 months following the date of the 2024 Annual Meeting.

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VOTING PROPOSAL NO. 6
AUTHORIZATION OF THE BOARD TO EXCLUDE OR LIMIT PREEMPTIVE

RIGHTS UPON THE ISSUANCE OF ORDINARY SHARES AND GRANTING OF RIGHTS TO

SUBSCRIBE FOR ORDINARY SHARES

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Under Dutch law, holders of our Ordinary Shares have a pro-rata pre-emptive right of subscription to any of our Ordinary Shares that are issued for cash, which entitles our shareholders to maintain their percentage ownership of our Ordinary Shares by buying a proportional number of any new Ordinary Shares that we may issue from time to time. 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.

At our 2022 annual general meeting of shareholders held on June 14, 2022, our shareholders authorized our Board to restrict or exclude preemptive rights accruing to shareholders in connection with the issuance of Ordinary Shares or rights to subscribe for Ordinary Shares for a period of 18 months from the date of the meeting. This authorization expired on December 14, 2023. As a result, our Board does not currently have the authority to exclude or limit preemptive rights of shareholders in connection with the issuance of Ordinary Shares or rights to subscribe for Ordinary Shares.

At the 2024 Annual Meeting, we are asking our Shareholders to delegate authority to our Board to exclude or limit pre-emptive rights in relation to the issuance of our Ordinary Shares and the granting of rights to subscribe for our Ordinary Shares described in Voting Proposal No. 5, if approved. For the avoidance of doubt, this authorization to exclude or limit pre-emptive rights will be limited to the number of shares described in Voting Proposal No. 5 (9,500,000 Ordinary Shares, representing approximately 19.6% of our aggregate issued and outstanding share capital of 48,502,507 Ordinary Shares as of the date of this Proxy Statement) for a period of 18 months following the date of the 2024 Annual Meeting.

If our Shareholders do not delegate authority to 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, the general meeting of shareholders would have the power to restrict or exclude preemptive rights, meaning we would have to incur the expense and delay of convening an extraordinary meeting prior to any issuance of Ordinary Shares or grant of rights to subscribe for Ordinary Shares pursuant to the authority granted to our Board under Voting Proposal No. 5, if approved.

VOTE REQUIRED

The affirmative vote of a majority of our Ordinary Shares present in person or represented by proxy at the 2024 Annual Meeting and entitled to vote, or the affirmative vote of a two-thirds majority of our Ordinary Shares present in person or represented by proxy at the 2024 Annual Meeting and entitled to vote if only less than half of the issued share capital is so represented at the 2024 Annual Meeting, is required to approve this Voting Proposal No. 6. Abstentions and broker non-votes will have no effect on the outcome of this vote.

BOARD RECOMMENDATION

The Board unanimously recommends that Shareholders vote “FOR” the authority of the Board to exclude or limit pre-emptive rights from time to time up to the number of Ordinary Shares described in Voting Proposal No. 5, if approved, for a period of 18 months following the date of the 2024 Annual Meeting.

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VOTING PROPOSAL NO. 7
REAUTHORIZATION OF THE BOARD TO REPURCHASE ORDINARY SHARES

At the 2024 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 2024 Annual Meeting in open market purchases, through privately negotiated transactions, or by means of self-tender offer or offers, at prices per Ordinary 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. This authorization, if approved by our Shareholders, will supersede and replace the Board’s existing repurchase authorization approved by shareholders at the 2023 annual meeting of shareholders held on June 13, 2023.

Under Dutch law and our Articles of Association, our Board may, subject to certain exceptions, 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. The purpose of this Voting Proposal No. 7 is to allow us the flexibility to repurchase our Ordinary Shares without the expense of calling an extraordinary general meeting of shareholders if the Board believes such repurchases would be in the best interests of the company and its stakeholders. 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.

Our Board proposes that our Shareholders authorize our Board for an 18-month period from the date of the 2024 Annual Meeting to acquire the Company’s own fully paid-up Ordinary Shares up to a maximum of 10% of the issued share capital of the Company in open market purchases, through privately negotiated transactions or by means of self-tender offer or offers, at prices ranging from the nominal value up to 110% of the market price per share at the time of the transaction, within the limits set by Dutch law and our Articles of Association.

VOTE REQUIRED

The affirmative vote of a majority of our Ordinary Shares present in person or represented by proxy at the 2024 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.

BOARD RECOMMENDATION

The 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 2024 Annual Meeting.

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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 2023 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, 2023 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, 2023, for filing with the Securities and Exchange Commission.

The Audit Committee,

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VOTING PROPOSAL NO. 8
APPOINTMENT OF KPMG ACCOUNTANTS N.V. AS EXTERNAL AUDITORS OF

THE COMPANY FOR THE FINANCIAL YEAR 2024

For the fiscal year ending December 31, 2024, 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 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, 2023 and 2022 are described below under “Principal Accountant Fees and Services.” We expect that representatives of KPMG will be present at the 2024 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, 2023 contained in our Annual Report on Form 10-K, 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, 2023:

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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.

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

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

VOTE REQUIRED

The affirmative vote of a majority of our Ordinary Shares present in person or represented by proxy at the 2024 Annual Meeting and entitled to vote, is required to approve Voting Proposal No. 8. Brokers will have discretion to vote on this item.

BOARD RECOMMENDATION

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 financial year ending December 31, 2024.

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

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In accordance with Section 14A of the Exchange Act, we are asking our Shareholders to approve, on a non-binding, advisory basis, the 2023 compensation paid to our named executive officers (“NEOs”) as disclosed in the Proxy Statement. This proposal, commonly known as a “say-on-pay” proposal, gives our shareholders the opportunity to express their views on the design and effectiveness of our executive compensation program.

As described in detail under the section below captioned “Executive Compensation—Compensation Discussion and Analysis,” 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. We urge Shareholders to read the “Compensation Discussion and Analysis” section this Proxy Statement for additional details, including information about the fiscal year 2023 compensation of our NEOs.

In 2023, our executive compensation program rewarded financial, strategic and operational performance, and the achievement against pre-determined corporate goals selected by the Compensation Committee of our Board (the “Compensation Committee”) to support our long-range plans and shareholder value creation. In light of our achievement against our corporate goals for 2023, and the Compensation Committee's review of the performance of our NEOs, we believe that the compensation paid to our NEOs was appropriate.

Advisory Vote

We are seeking Shareholder approval, on an advisory basis, of the 2023 compensation of our NEOs as disclosed in this Proxy Statement pursuant to the SEC’s executive compensation disclosure rules. This vote is not intended to address any specific element of compensation, but rather the overall compensation of our NEOs and the compensation philosophy, policies and practices described in this Proxy Statement.

Accordingly, the Board recommends that Shareholders vote “FOR” the following resolution at the 2024 Annual Meeting:

“RESOLVED, that the Shareholders approve, on an advisory basis, the compensation of the NEOs, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion in this Proxy Statement.”

Unless the Board determines otherwise, the next “say-on-pay” advisory vote will be held at the 2025 annual general meeting of shareholders.

VOTE REQUIRED

Although advisory and not binding, 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.

BOARD RECOMMENDATION

The Board unanimously recommends that you vote “FOR” the approval, on an advisory basis, of the compensation of the Named Executive Officers for 2023.

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VOTING PROPOSAL NO. 10

AMENDMENT TO THE 2014 PLAN TO INCREASE THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE UNDER THE 2014 PLAN AND

AUTHORIZATION OF THE BOARD TO ISSUE ORDINARY SHARES AND GRANT RIGHTS TO SUBSCRIBE FOR ORDINARY SHARES PURSUANT TO THE 2014 PLAN

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The Board believes that the use of equity-based compensation aligns plan participants’ interests with those of our 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. Accordingly, the Board proposes an amendment (the “Plan Amendment”) to the Company’s amended and restated 2014 Share Incentive Plan (the “2014 Plan”), to increase the number of Ordinary Shares reserved for issuance under the 2014 Plan by an additional 1,500,000 Ordinary Shares. If approved by our Shareholders, the Plan Amendment will be effective as of June 18, 2024 (the “Amendment Effective Date”).

If approved by our Shareholders, following the Amendment Effective Date, the number of Ordinary Shares that will be available under the 2014 Plan, as amended by the Plan Amendment, will be (i) 1,500,000 plus (ii) 1,115,146 Ordinary Shares, which is the number of shares that remained available for awards under the 2014 Plan as of March 31, 2024, subject to reduction by the number of Ordinary Shares subject to awards granted under the 2014 Plan after March 31, 2024 and prior to the Amendment Effective Date. The Ordinary Shares subject to outstanding awards that are cancelled, terminated, expired, forfeited or otherwise lapse without being settled in shares prior to the effective date of the Plan Amendment Effective Date will also be available for the grant of awards under the 2014 Plan.

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 Plan Amendment, which we believe is essential to our ability to offer competitive compensation packages to our employees. 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 impact on our financial and operating results, negatively impact our competitive recruiting and retention advantage and reduce the alignment between our employees and shareholders.

No other changes to the 2014 Plan are proposed or recommended pursuant to this Voting Proposal No. 10. This summary is not intended to be complete and is qualified in its entirety by the full text of the Plan Amendment, which is attached to this Proxy Statement as “Appendix A.”

Additionally, without requiring any further amendment to the 2014 Plan, solely for purposes of compliance with Dutch law and our Articles of Association, the Board also proposes that it be authorized to issue Ordinary Shares and to grant rights to subscribe for Ordinary Shares pursuant to the 2014 Plan (as amended by the Plan Amendment) for a term of 18 months from the date of the 2024 Annual Meeting. 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 (as amended by the Plan Amendment) for a term of 18 months from the date of the 2024 Annual Meeting. For the avoidance of doubt, if this Voting Proposal No. 10 is not approved, the current authority of the Board to issue Ordinary Shares and grant rights to subscribe for Ordinary Shares under the 2014 Plan as approved at the 2023 extraordinary general meeting held on November 15, 2023 of shareholders will not be impacted.

Background & Purpose

Equity-based compensation is a vital part of our compensation program for our employees, including our named executive officers and our non-employee directors. The purpose of the Plan Amendment is to advance the interests of our shareholders by enhancing the Company’s ability to attract, retain and motivate persons who are expected to make important contributions to the Company and its affiliates and by providing such persons with equity ownership opportunities and performance-based incentives that are intended to better align the interests of such persons with those of our shareholders.

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At the 2023 extraordinary general meeting of shareholders held on November 15, 2023, our shareholders approved an amendment and restatement of the 2014 Plan along with an amendment to the 2014 Plan to increase the number of Ordinary Shares reserved for issuance by an additional 1,750,000 shares. Such increase, along with the remaining Ordinary Shares available for future grant under the 2014 Plan, is currently expected to only be sufficient to fund our anticipated equity grants through the end of the calendar year ending December 31, 2024. The Board currently expects that the 1,500,000 Ordinary Shares requested under the Plan Amendment, in addition to the 1,115,146 Ordinary Shares available for future grant under the 2014 Plan (plus any shares that might be returned to the 2014 Plan as a result of future cancellations, terminations, expirations, forfeitures and lapses), will be sufficient to fund the Company’s equity grants for at least the next calendar year ending December 31, 2025. The actual utilization of future incentive share grants will depend on several factors that include, but are not limited to, the future price of our Ordinary Shares, the mix of cash, options and full value awards provided as long-term incentive compensation, granting practices of our peer companies, our hiring activity and future promotions of Company personnel.

At the 2023 extraordinary meeting of shareholders held on November 15, 2023, shareholders also authorized the Board to issue Ordinary Shares and to grant rights to subscribe for Ordinary Shares pursuant to the 2014 Plan and, to the extent required, to exclude or limit pre-emptive rights for a period up to 18 months. These authorizations expire on May 15, 2025. Given the forthcoming expiration of these grants of authority, Shareholders are asked in this Voting Proposal No. 10 to specifically authorize the Board to issue Ordinary Shares and to grant rights to subscribe for Ordinary Shares and, to the extent required, to exclude or limit pre-emptive rights in relation to issuances of Ordinary Shares and grants of rights to subscribe for Ordinary Shares under the 2014 Plan for a period up to 18 months following the date of the 2024 Annual Meeting. For the avoidance of doubt, the requested authorization under this Voting Proposal No. 10, if approved, may only be used for the 2014 Plan, as may be amended, and not for any other purposes. If this Voting Proposal No. 10 is not approved, the current authority of the Board to issue Ordinary Shares and grant rights to subscribe for Ordinary Shares under the 2014 Plan as approved at the 2023 extraordinary general meeting of shareholders held on November 15, 2023 will not be impacted.

If the Plan Amendment is not approved, based on the awards we have outstanding as of March 31, 2024, we will have approximately 1,115,146 Ordinary Shares remaining and available for future grant under the 2014 Plan (plus any shares that might be returned to the 2014 Plan as a result of future cancellations, terminations, expirations, forfeitures and lapses and less any Ordinary Shares underlying awards granted under the 2014 Plan after March 31, 2024) and thereafter we will have limited ability to grant additional equity incentives under the 2014 Plan. To ensure that we have sufficient equity plan capacity to compensate and incentivize our employees as we operate our business, the Board strongly recommends that our Shareholders approve the Plan Amendment.  

Key Considerations for Requesting Additional Shares Under the Plan Amendment

Upon a review of the remaining shares available for grant under our 2014 Plan and the anticipated need for future equity award issuances, the Board approved the Plan Amendment, subject to shareholder approval, to ensure that we have sufficient equity plan capacity to continue to provide our eligible service employees and non-employee directors with appropriate share options, share appreciation rights, restricted share awards, restricted share units, performance share units and other share-based incentives. With respect to the requested increase in the Plan Amendment, the Board considered the following factors:

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Summary of the 2014 Plan  

Pursuant to the 2014 Plan, the Company may grant incentive share options, non-statutory share options, share appreciation rights, restricted share awards, restricted share units, performance share units and other share-based awards. This summary is not intended to be complete and is qualified in its entirety by the full text of the 2014 Plan, which is attached to this proxy statement as “Appendix B.”

Administration

The 2014 Plan will be administered by the Board, which may delegate its administrative powers or authority to the Compensation Committee of our Board. For the purposes of the 2014 Plan and this summary, references to the “Board” mean the Board or the Compensation Committee, to the extent the Board has delegated its powers or authority under the 2014 Plan to the Compensation Committee.  The Compensation Committee has discretion to determine the individuals whoto whom, and the time or times at which, awards may be granted under the 2014 Plan, the number of ordinary shares, units or other rights subject to each award, the exercise, base or purchase price of an award (if any), the type of award, the manner in which such awards will vest, become exercisable or payable, the performance criteria, performance goals and other terms and conditions applicable to awards. However, consistent with Dutch law and our Compensation Committee Charter, the Board finally reviews and grants all individual awards pursuant to the 2014 Plan, based on the recommendations of the Compensation Committee. The Board, based on the recommendations of the Compensation Committee, also has the authority to amend any outstanding option or other award, provided that no such action shall materially and adversely affect the rights of a participant or otherwise violate applicable law. Subject to the change in control and adjustment provisions contained in the 2014 Plan, the Compensation Committee does not have the authority to reprice outstanding options without Shareholder approval.

Shares Subject to the Plan Amendment

Subject to the adjustments described herein, the Plan Amendment authorizes the issuance or transfer of up to 1,500,000 Ordinary Shares and 1,115,146 shares, which is the number of Ordinary Shares that remained available for awards under the 2014 Plan as of March 31, 2024, subject to reduction by the number of Ordinary Shares subject to awards granted under the 2014 Plan after March 31, 2024 and prior to the Amendment Effective Date, if any.  In addition, if the Plan Amendment is approved by Shareholders, the Ordinary Shares subject to outstanding awards granted under the 2014 Plan prior to the Amendment Effective Date that are our nomineescancelled, terminated, expired, forfeited or otherwise lapse without being settled in shares on or after the Amendment Effective Date as well as any of the Ordinary Shares subject to outstanding awards granted under the 2014 Plan granted after the Amendment Effective Date that are cancelled, terminated, expired, forfeited or otherwise lapse without being settled in shares will, in each case, be available for electionthe grant of awards under the 2014 Plan. On and after November 15, 2023, the aggregate number of Ordinary Shares that may be issued or transferred under the 2014 Plan 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; 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.

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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, subject to any limitations under the Code and certain other terms set forth in the 2014 Plan.

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.

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, 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.

Restricted Shares

The Board may grant awards entitling the recipient to Ordinary Shares, subject to the Company’s right to repurchase all or part of such shares or require forfeiture of such shares in the event conditions specified by the Board in the applicable award are not satisfied.

Share Appreciation Rights

The Board may grant share appreciation rights entitling the recipient, upon exercise, to receive Ordinary Shares and/or cash in an amount determined by the appreciation in the fair market value of an Ordinary Share over a measurement price established by the Board and specified in the applicable share appreciation right agreement. The Board shall determine the terms and conditions of such an award.

Performance Share Units

The Board may grant awards linked to specific performance criteria as determined by the Board and which will be earned based on the actual achievement of this specific criteria during the performance period, as determined by the Board. The vesting period applicable to the performance share units will be set by the Board at the time of grant.

Minimum Vesting

Awards granted under the 2014 Plan shall vest or become exercisable over a period that is not less than one year from the date of grant. Subject to adjustment, up to five percent (5%) of the Ordinary Shares subject to the share reserve may be granted without regard to the minimum vesting requirements of the 2014 Plan.

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Eligibility and Participation

All of the  employees, executive directors and non-executive directors, are:as well as consultants and advisors (as such terms are defined and interpreted for purposes of Form S-8, or any successor form) to the Company, its subsidiaries, and any other business venture in which the Company has a controlling interest are eligible to be granted awards under the 2014 Plan. As of March 31, 2024, there were approximately 479 employees, eight (8) non-executive directors and 53 consultants and advisors who were eligible to participate in the 2014 Plan and would have been eligible to participate in the 2014 Plan. Eligibility to participate in the 2014 Plan is determined at the sole discretion of the Board.

Termination of Status

The Board shall determine the effect on an award of the disability, death, termination or other cessation of employment, authorized leave of absence or other change in the employment or other status of a participant and the extent to which, and the period during which, the participant, or the participant’s legal representative, conservator, guardian or other designated beneficiary, may exercise rights under the award.

Acceleration

The Board may at any time provide that any award shall become immediately exercisable in whole or in part, free of some or all restrictions or conditions, or otherwise realizable in whole or in part, as the case may be.

Adjustments

In connection with share splits, share dividends, recapitalizations and certain other events affecting our Ordinary Shares, the Board will make adjustments as it deems appropriate in the number and kind of shares that may be issued under the 2014 Plan; the number and class of securities and exercise price per share of each outstanding option; the share and per-share provisions and the measurement price of each outstanding share appreciation right; the number of shares subject to and the repurchase price per share subject to restricted shares; and the share and per-share-related provisions and the purchase price, if any, of each outstanding restricted share unit or other share-based award.  

Reorganization Event

In connection with a Reorganization Event (as defined in the 2014 Plan) where the Company is not the surviving corporation (or survives only as a subsidiary of another corporation), unless the Board determines otherwise, all outstanding awards that are not exercised or paid at the time of the Reorganization Event shall be assumed by, or replaced with awards that have comparable terms by, the surviving corporation (or a parent or subsidiary of the surviving corporation). Unless the award agreement provides otherwise, if a participant’s employment or other service is terminated by the Company without cause (as determined by the Board) upon or within 12 months following a Reorganization Event, the participant’s outstanding awards shall become fully exercisable and any restrictions on such awards shall lapse as of the date of such termination; provided that if the restrictions on any such awards are based, in whole or in part, on performance, the applicable award agreement shall specify how the portion of the award that becomes vested shall be calculated in this situation.

In connection with a Reorganization Event, if all outstanding awards are not assumed by, or replaced with awards that have comparable terms by, the surviving corporation (or a parent or subsidiary of the surviving corporation), the Board may take any one or more of the following actions as to all or any (or any portion of) outstanding awards on such terms as the Board determines without the consent of any participant (provided that the Board is not obligated to treat all awards, participant or types of awards the same in connection with a Reorganization Event):

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In general terms, a Reorganization Event under the 2014 Plan occurs if:

Prohibition on Repricing

Except in connection with a corporate transaction involving the Company, the Company may not, without obtaining Shareholder approval, (i) amend the terms of outstanding options or share appreciation rights to reduce the exercise price or measurement price of such awards, (ii) cancel outstanding options or share appreciation rights in exchange or substitution for options or share appreciation rights with an exercise price or measurement price that is less than the exercise price or measurement price of the original options or share appreciation rights or (iii) cancel outstanding options or share appreciation rights with an exercise price or measurement price above the current share price in exchange or substitution for cash or other securities.

Deferrals

The Board may permit or require participants to defer receipt of the payment of cash or the delivery of Ordinary Shares that would otherwise be due to the participant in connection with an award under the 2014 Plan, consistent with the requirements of Section 409A of the Code.

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Valuation

The fair market value per Ordinary Share on any relevant date under the 2014 Plan 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 April 9, 2024, the fair market value per Ordinary Share determined on such basis was $5.20.  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 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 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 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 for purposes of satisfying applicable securities, tax or other laws of various jurisdictions.

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Company Policies; Clawback

All awards made under the 2014 Plan shall be subject to any applicable clawback and recoupment policies, share trading policies and other policies that may be implemented by the Board, including the Company’s right to recover awards, Ordinary Shares or any gains upon the sale of Ordinary Shares issued under the 2014 Plan in the event of a financial restatement due in whole or in part to fraud or misconduct by one or more of the Company’s executives or in the event a participant violates any applicable restrictive covenants in favor of the Company.

The Company’s granting practice during the years ended December 31, 2021, 2022 and 2023 was as follows:

The above grants include the following grants made to the Board:

⁽²⁾ Performance share units were only granted to executive members of the Board.

Dilution Analysis

As of March 31, 2024 the Company’s capital structure consisted of 48,492,357 Ordinary Shares outstanding. As described above, as of March 31, 2024, 1,115,146 Ordinary Shares remain available for grant of awards under the 2014 Plan.

The table below shows our potential dilution levels based on our fully diluted Ordinary Shares outstanding as of March 31, 2024 and our request for 1,500,000 additional Ordinary Shares to be available for awards under the 2014 Plan as amended by the Plan Amendment. The proposed increase of 1,500,000 Ordinary Shares represents 2.5% of fully diluted Ordinary Shares outstanding. The Company believes that the potential dilution associated with the proposed increase in Ordinary Shares available pursuant to the Plan Amendment is reasonably consistent with market practice.

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The information in the table below is as of March 31, 2024, unless described otherwise.

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Certain U.S. Federal Income Tax Aspects

The following is a summary of certain U.S. federal income tax consequences of awards under the 2014 Plan. It does not purport to be a complete description of all applicable rules, and those rules (including those summarized here) are subject to change.

Options

An optionee generally will not recognize taxable income upon the grant of a non-statutory option. Rather, at the time of exercise of the option, the optionee will recognize ordinary income for income tax purposes in an amount equal to the excess, if any, of the fair market value of the shares purchased over the exercise price. We generally will be entitled to a tax deduction at such time and in the same amount, if any, that the optionee recognizes as ordinary income. The optionee’s tax basis in any shares received upon the exercise of an option will be the fair market value of the shares on the date of exercise, and if the shares are later sold or exchanged, then the difference between the amount received upon such sale or exchange and the fair market value of such shares on the date of exercise will generally be taxable as long-term or short-term capital gain or loss (if the shares are a capital asset of the optionee) depending upon the length of time such shares were held by the optionee.

Incentive stock options are eligible for favorable U.S. federal income tax treatment if certain requirements are satisfied. An incentive stock option must have an option price that is not less than the fair market value of the stock at the time the option is granted and must be exercisable within ten (10) years from the date of grant. An employee granted an incentive stock option generally does not realize compensation income for U.S. federal income tax purposes upon the grant of the option. At the time of exercise of an incentive stock option, no compensation income is realized by the optionee other than tax preference income for purposes of the federal alternative minimum tax on individual income. If the shares acquired on exercise of an incentive stock option are held for at least two years after grant of the option and one year after exercise, the excess of the amount realized on the sale over the exercise price will be taxed as capital gain. If the shares acquired on exercise of an incentive stock option are disposed of within less than two years after grant or one year of exercise, the optionee will realize taxable compensation income equal to the lesser of (i) the excess of the fair market value of the shares on the date of exercise over the option price or (ii) the excess of the amount realized on the sale over the option price. Any additional amount realized will be taxed as capital gain.

Share Awards

A participant generally will not be taxed upon the grant of share awards subject to restrictions, but rather will recognize ordinary income in an amount equal to the fair market value of the shares at the time the shares are no longer subject to a “substantial risk of forfeiture” (within the meaning of the Code). We generally will be entitled to a deduction at the time when, and in the amount that, the participant recognizes ordinary income on account of the lapse of the restrictions. A participant’s tax basis in the shares will equal their fair market value at the time the restrictions lapse, and the participant’s holding period for capital gains purposes will begin at that time. Any cash dividends paid on the restricted shares before the restrictions lapse will be taxable to the participant as additional compensation (and not as dividend income). Under Section 83(b) of the Code, a participant may elect to recognize ordinary income at the time the shares are awarded in an amount equal to their fair market value at that time, notwithstanding the fact that such shares are subject to restrictions and a substantial risk of forfeiture. If such an election is made, no additional taxable income will be recognized by such participant at the time the restrictions lapse, the participant will have a tax basis in the shares equal to their fair market value on the date of their award, and the participant’s holding period for capital gains purposes will begin at that time. We generally will be entitled to a tax deduction at the time when, and to the extent that, ordinary income is recognized by such participant.

Share Units

In general, the grant of share units will not result in income for the participant or in a tax deduction for us. Upon the settlement of such an award in cash or shares, the participant will recognize ordinary income equal to the aggregate value of the payment received, and we generally will be entitled to a tax deduction at the same time and in the same amount.

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Share Appreciation Rights

A participant who is granted a share appreciation right generally will not recognize ordinary income upon receipt of the share appreciation right. Rather, at the time of exercise of such share appreciation right, the participant will recognize ordinary income for U.S. federal income tax purposes in an amount equal to the value of any cash received and the fair market value on the date of exercise of any shares received. We generally will be entitled to a tax deduction at such time and in the same amount, if any, that the participant recognizes as ordinary income. The participant’s tax basis in any shares received upon exercise of a share appreciation right will be the fair market value of the shares on the date of exercise, and if the shares are later sold or exchanged, then the difference between the amount received upon such sale or exchange and the fair market value of such shares on the date of exercise will generally be taxable as long-term or short-term capital gain or loss (if the shares are a capital asset of the participant) depending upon the length of time such shares were held by the participant.

Other Share-Based Awards

With respect to other share-based awards granted under the 2014 Plan, generally when the participant receives payment with respect to an award, the amount of cash and/or the fair market value of any shares or other property received will be ordinary income to the participant, and we generally will be entitled to a tax deduction at the same time and in the same amount.

Impact of Section 409A

Section 409A of the Code applies to deferred compensation, which is generally defined as compensation earned currently, the payment of which is deferred to a later taxable year. Awards under the 2014 Plan are intended to be exempt from the requirements of Section 409A or to satisfy its requirements. An award that is subject to Section 409A and fails to satisfy its requirements will subject the holder of the award to immediate taxation, interest and an additional 20% tax on the vested amount underlying the award.

Section 162(m) of the Code

Section 162(m) of the Code generally disallows a tax deduction to a publicly-held company for compensation in excess of $1 million paid to each of its “covered employees” which generally includes all named executive officers. While the Compensation Committee considers the tax deductibility of each element of executive compensation as a factor in our overall compensation program, the Compensation Committee retains the discretion to approve compensation that may not qualify for the compensation deduction.

New Plan Benefits

Grants under the 2014 Plan as amended by the Plan Amendment are discretionary, so it is currently not possible to predict the number of Ordinary Shares that will be granted or who will receive grants under the 2014 Plan as amended by the Plan Amendment after the 2024 Annual Meeting. No awards have been previously granted that are contingent on the approval of the Plan Amendment.

VOTE REQUIRED

The affirmative vote of a majority of our Ordinary Shares present in person or represented by proxy at the 2024 Annual Meeting and entitled to vote, is required to approve Voting Proposal No. 10.

BOARD RECOMMENDATION

The Board unanimously recommends that Shareholders vote “FOR” the Plan Amendment, which increases the number of shares available for issuance under the 2014 Plan.

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CORPORATE GOVERNANCE

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 Proposals 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 or she 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 members. 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 the successful development of gene therapies makes it vital that our Board 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 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 Chair of the Board. We believe that the separation of these roles serves our shareholders and the Company well. David Meek currently serves as our Chair and, if reelected, we expect he will continue in that capacity following the 2024 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.

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Directors and Senior Management

Set forth below are the names of our current directors and current members of senior management, their ages (as of March 31, 2024), all positions and offices that they hold with us, the period during which they have served as such, and their business experience during at least the last five years.

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The table below provides certain highlights of the composition of our board of directors and nominees as of March 31, 2024. Each of the categories listed in the table below has the meaning as it is used in Nasdaq Rule 5605(f). To see our board diversity matrix from our previous year, please see our definitive proxy statement filed with the SEC on April 28, 2023.

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See “Proposals Nos. 3 & 4 – Board Appointment” for biographical information of our non-executive director nominees and director not standing for re-election at the 2024 Annual Meeting.

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JEREMY P. SPRINGHORN, PH.D.MATTHEW KAPUSTA Dr. Springhorn most recentlyhas been Chief Executive Officer of uniQure since December 2016, and currently serves on our Board. Mr. Kapusta also served as Partner, Corporate Development at Flagship Pioneeringour Chief Financial Officer from MarchJanuary 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.2021. Prior to joining Flagship, Dr. Springhorn was one of the original scientistsuniQure, Mr. Kapusta held executive roles at Alexion Pharmaceuticals, where he played an integral role in its antibody engineering capabilitiesAngioDynamics (Nasdaq: ANGO) from 2011 to 2015 and was one of the original inventors of the drug Soliris. At Alexion Pharmaceuticals, Dr. Springhorn was Vice President of Corporate Strategy and Business DevelopmentSmith & Nephew (NYSE: SNN) from 2009 until March 2015to 2011. 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 headheld various positions at Wells Fargo Securities, Robertson Stephens, and PaineWebber. Mr. Kapusta holds an MBA from New York University’s Stern School of global business developmentBusiness, a B.B.A. from University of Michigan’s Ross School of Business and corporate strategy from December 2006 until 2009. In 2006, Dr. Springhorn moved from research to business development, leveraging much ofearned his drug development experience into the review of opportunities for ultra-orphan diseases. Along with building business development for Alexion, Dr. Springhorn alsoC.P.A license while at Ernst & Young. Mr. Kapusta has served as Heada director of Corporate StrategyDecibel Therapeutics (Nasdaq: DBTX) since March 2023. We believe that Mr. Kapusta is qualified to serve as Alexion transitioned from a development firmour Chief Executive Officer and as an Executive Director due to a global commercial stage company.  Prior to 1992, Dr. Springhorn received his Ph.D. from Louisiana State University Medical Centerbroad expertise in New Orleansthe life science 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 andfinance industries.

MADHAVAN BALACHANDRAN has served as a member of the scientific advisory board to Arradial Inc. as well as on the Greater New Haven Chapter of the Juvenile Diabetes Research Foundation.

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

MADHAVAN BALACHANDRAN.since September 2017. Mr. Balachandran has beenserved as a director of Catalent, Inc. (NYSE: CTLT) sincefrom May 2017.2017 to January 2024. 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, a Bachelor’s degree in Chemical Engineering from the Indian Institute of Technology, Bombay, and an MBA from East Carolina University.

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

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

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

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

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

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

The Ordinary Shares held by each of Dr. Springhorn and Mr. Balachandran are included in “Security Ownership of Certain Beneficial Owners and Management.”

VOTE REQUIRED

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

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

AGENDA ITEM IV—ANY OTHER BUSINESS

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

AGENDA ITEM V—CLOSING OF THE MEETING

The Chairman will adjourn the meeting.

CORPORATE GOVERNANCE

Board Leadership Structure and Composition

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

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

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

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

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

Directors and Senior Management

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

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

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

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

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

ROBERT GUT, M.D., Ph.D. was elected to his current term as a Non-Executive Director in June 2022. 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. 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). In December 2020, he was reappointed to the Board as a Non-Executive Director. Dr. Gut has more than 25 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 has worked on many INDs and BLAs submissions, early-stage and late-stage drug development. He helped to achieve 11 different FDA and EMA approvals and the successful launches of those products overseeing medical activities, including medical science liaisons and health economics and outcomes 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 the Chief Medical Officer of Versartis, Inc. in 2017. He received his Doctor of Medicine degree from the Medical University of Lublin and his Doctorate from the 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.

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JACK KAYE.KAYE Jack Kaye, age 73, has served as a member of our Board since 2016. Mr. Kaye serves as Chair of our Audit Committee and as a member of our Compensation Committee. Mr. Kaye has served on the board of directors of Dyadic International, Inc. (OTC: DYAI) since February 2015, and on the board of directors of TDA Industries, Inc., a private company, since February 2024. At Dyadic, Mr. Kaye serves as Chair of the company’s audit committee and as a member of the compensation committee. He has also served as Chairman of the Audit Committeeaudit 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).2016. Mr. Kaye began his careerwas a partner 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, age 48,has over 35 years of experience in the pharmaceutical industry, where he has held various global executive positions and has extensive experience in the research and development of product candidates. From 2016 to January 2024, Dr. Post has served as Chief Scientific Officer of Vivace Therapeutics, an oncology company working on small molecules targeting the hippo pathway and, from 2018 to January 2024, as Chief Scientific Officer of its sister company Virtuoso Therapeutics, a company working on bispecific antibodies for oncology. From February 2010 until June 2016, Dr. Post worked at BioMarin (Nasdaq: BMRN), in various positions including Chief Scientific Officer. During that time, he oversaw the initiation of BioMarin’s first gene therapy project for hemophilia A. Prior to that, Dr. Post served as Chief Scientific Officer of LEAD Therapeutics, Senior Vice President of Research & Development at Onyx Pharmaceuticals, and Vice President of Discovery Research at Parke-Davis Pharmaceuticals. He is also currently an advisor to Canaan Partners. Dr. Post is a virologist by training and did early work on the engineering of the herpes simplex virus as a post-doctoral fellow. He has a Bachelor of Science degree in Chemistry from the University of Michigan, and a Doctorate degree in Biochemistry from the University of Wisconsin. We believe Dr. Post is qualified to serve as a Non-Executive Director due to his extensive experience in the biotechnology industry.

JEREMY SPRINGHORN, PH.D. has served as a member of our Board since June 2014. Mr. Lewis is currently President,September 2017. Since April 2021, Dr. Springhorn has been Chief Executive Officer of Nido Biosciences, a developer of small molecule therapeutics. 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 Partner, Corporate Development at Flagship Pioneering from March 2015 until June 2017 where he worked with VentureLabs in helping companies in various strategic and member of the Board of Directors of Insmed (NASDAQ: INSM), a biopharmaceutical company specialized in inhalation therapies for orphan lung diseases.corporate development capacities, creating next generation startups, and working with Flagship’s Corporate Limited Partners. Prior to joining Insmed in 2012, heFlagship, Dr. Springhorn was President and Chief Financial Officerone of Aegerionthe original scientists at Alexion Pharmaceuticals, Inc. (NASDAQ: AEGR), which he also co-founded. At Aegerion, he played a pivotal role in reorienting the company’s strategy to focus on orphan disease indications. He previously worked in the U.S.(Nasdaq: ALXN) and Europe in investment banking for JP Morgan, Robertson Stephens and Wells Fargo. During his time in banking, he was involved in a broad range of domestic and international capital raises and advisory work valued at more than $20 billion. He serves on the Board of Directors of Oberlin College and is a memberone of the Visiting Committeesoriginal inventors of the Weatherhead Schooldrug Soliris®. At Alexion Pharmaceuticals, Dr. Springhorn was Vice President of Management of Case Western ReserveCorporate Strategy and Business Development from 2006 until March 2015. Dr. Springhorn started at Alexion in 1992, where he served in various leadership roles in R&D before switching to Business Development in 2006. Prior to 1992, Dr. Springhorn received his Ph.D. from Louisiana State University Medical Center in New Orleans and The Hawken School. He holds a B.A.his BA from Oberlin College and an M.B.A./J.D. from Case Western Reserve University.Colby College. We believe that

Mr. LewisDr. Springhorn 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.PIERRE CALOZ David Schaffer, age 46, has servedjoined uniQure as a member of our Board since January 2014. Dr. Schaffer is Professor of ChemicalChief Operations Officer in May 2021. Mr. Caloz oversees Manufacturing, Supply chain and Biomolecular Engineering, Bioengineering, and Neuroscience at University of California Berkeley, a position he has held since 2007,engineering as well as DirectorCMC, Process and Analytical Development. He is responsible for the development 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. HeuniQure’s global commercial manufacturing capability. Mr. Caloz has served on the boards of the American Society for Gene and Cell Therapy and the Society for Biological Engineering. He has more than 20nearly 25 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 hisglobal operations experience in the biotechnologybiopharma industry, including at CSL Behring, Merck-Serono, Abgenix/Amgen 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, sheBaxter/Baxalta. Most recently, Mr. Caloz served as Senior Vice President and General Manager Cardiometabolic Businessof EU and Strategic AlliancesAsia Pacific Operations at Moderna Therapeutics Inc. Prior to this Ms. Soteropoulos worked at Genzyme Corporation,CSL Behring. Mr. Caloz earned a biotechnology company, from 1992 to 2013, most recently as Vice President and General Manager, Cardiovascular, Rare Diseases. Ms. Soteropoulos holds a bachelor of scienceB.Sc. 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 SchoolGeneva, an M.Sc. degree from Swiss Federal Institute of Business Administration. Ms. Soteropoulos serves on the Advisory Board for the ChemicalTechnology, 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.E.M.B.A. from the UniversityAshridge Business School.

Table 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.Contents

PAUL FIRUTA.CHRISTIAN KLEMT Paul Firuta, age 52, has served as our Chief CommercialFinancial Officer since May 2016.June 2021 and since September 2020, has served 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 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.at 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 involved in the acquisition of various petrochemical assets. Mr. Klemt holds a Master ofmaster’s degree in Business Administration from the University of Muenster, Germany. HeGermany and qualified as a German Certified Public Accountant and Tax

Advisor in 2005 while employed at KPMG.

RICHARD PORTER, PH.D. has served as our Chief Business and Scientific Officer since October 2023. He previously served as our Chief Business Officer from April 2022 to October 2023, and before that as General Manager of our subsidiary Corlieve Therapeutics AG following the acquisition of Corlieve in July 2021. Dr. Porter was the founder and Chief Executive Officer of Corlieve Therapeutics prior to the acquisition and served in such capacity from October 2019 to August 2021. He previously served as the Chief Operating Officer of Therachon AG from July 2016 to July 2019 until its acquisition by Pfizer. He held positions of increasing responsibility at Roche from March 2014 to August 2016, most recently as the Global Head of Scientific Business Strategy and Operations for Neuroscience Ophthalmology and Rare Diseases, directing the strategic and operational activities of the department. He has also served as a Product General Manager of the Emerging Business Unit at Shire Pharmaceuticals from 2011 to 2014 and has held scientific leadership positions at Vernalis Research and Astra Pharmaceuticals. Dr. Porter earned his Ph.D. in neuropharmacology from Southampton University and conducted his postdoctoral training at the Strong Memorial Hospital, University of Rochester and the University of Oxford.

JEANNETTE POTTS, PH.D., J.D. has served as our Chief Legal and Compliance Officer and Corporate Secretary since May 2023. Prior to joining uniQure, Dr. Potts was an executive legal consultant from October 2022 to May 2023. She previously served as Senior Vice President, General Counsel and Corporate Secretary of Forma Therapeutics Holdings, Inc. from September 2019 to October 2022. Dr. Potts served in various roles at the U.S. headquarters of Takeda Pharmaceuticals Company Limited, most recently as Vice President, Head Counsel, Research and Development from March 2019 through August 2019, and as Vice President, Legal, Head, Global Research and Development Legal Practice Group from March 2015 through March 2019 and Vice President, Legal from March 2013 to March 2015. Dr. Potts holds a B.A. in biology from Smith College, a Ph.D. in anatomy and cell biology from the University of Virginia and a J.D. cum laude from Suffolk University.

Risk Oversight

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

The Board has delegated certain risk oversight responsibilities to its committees (the “Committees”).committees. Each of our Board’s Committeescommittees also oversees the management of the Company’s risk that falls within each Committee’scommittee’s areas of responsibility. In performing this function, each Committeecommittee 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 for such exposures. In addition, the Audit Committee is responsible for the oversight of risks from cybersecurity threats and receives regular updates from senior management, including leaders from our information technology, legal and compliance teams regarding matters of cybersecurity.

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The Nominating and Corporate Governance Committee is required to regularly review the corporate governance principles of the Company and recommend to the Board any proposed changes it may deem appropriate. The Compensation Committee considers risks related to the attraction and retention of professional talent and the implementation and administration of compensation and benefit plans affecting the Company’s employees. The Research & Development Committee is charged with reviewing the Company’s research and development strategy as well as its technology and patent strategies and related risks. All Committeescommittees 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 securitiesOrdinary Shares 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, Robert Gut, 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-Sparke dodoes not qualify as “independent” under the Nasdaq rules. Our Board has also determined that each of the current members of our Audit Committee and our Compensation Committee satisfies the independence standards for such committee established by Rule 10A-3 under the Exchange Act, the SEC rules, and the Nasdaq rules, as applicable, and that the current members of the Nominating and Corporate Governance Committee 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 6ten (10) times during the calendar year ended December 31, 2016.  Other than Joseph Feczko, who is no longer a director, each2023. Each of theour directors attended at least 75% of the meetings of the Board and the Committeescommittees 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,2023. David Meek, Madhu Balachandran, Robert Gut, Rachelle Jacques, Jack Kaye, Leonard Post, Jeremy Springhorn and Dr. van DeventerMatthew Kapusta attended our 20162023 annual general meeting of shareholders held on June 13, 2023 and all of our Board members attended our 2023 extraordinary meeting of shareholders held on November 15, 2016.  2023.

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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.

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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 four independent directors. The members of each Committeecommittee 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.

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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 meets the criteria for appointment to the Audit Committee pursuant to the “exceptional and limited circumstances” set out in Nasdaq listing rule 5605(c)(2)(B).  Pursuant to such exception, a director who (i) is not an “independent director” as defined by Nasdaq rules, (ii) meets the criteria set forth in Section 10A(m)(3) of the Exchange Act and the rules thereunder, and (iii) is not currently an executive officer or employee or a family member of an executive officer, may be appointed to a company’s audit committee, if a company’s board, under exceptional and limited circumstances, determines that the membership on the audit committee by such individual is required by the best interests of the Company and its shareholders.

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

As noted above, theThe 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 & NewsroomMedia — 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 6seven (7) times during 2016.2023, and each member attended at least 75% of the meetings during the period for which they were a member of the Audit 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 & NewsroomMedia — 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 assistance2023 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 6nine (9) times during 2016.2023, and each member attended at least 75% of the meetings during the period for which they were a member of the Compensation Committee.

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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. Ms. Soteropoulos will continue to serve as a member of our Nominating and Corporate Governance Committee until the expiration of her term at the 2024 Annual Meeting. Our Board intends to appoint a qualified, independent member of our Board to our Nominating and Corporate Governance Committee following the 2024 Annual Meeting.

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—Media — 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 recommendrecommending to the Board the nominees for director at annual general meetings of Shareholders;shareholders; recommending to the Board nominees for each Committee; developing and recommending to the Board corporate governance principles applicable to the Company; and leading the Board in its annual review of the Board’s performance.

The Nominating and Corporate Governance Committee met 3five (5) times during 2016.2023, and each member attended at least 75% of the meetings during the period for which they were a member of the Nominating and Corporate Governance Committee.

Research & Development Committee

PolicesThe 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 requires that the member of the Research & Development Committee be independent, each of Dr. Post, Dr. Gut, Ms. Soteropoulos and Dr. Springhorn satisfy the independence standards established by SEC and Nasdaq. Ms. Soteropoulos will continue to serve as a member of our Research and Development Committee until the expiration of her term at the 2024 Annual Meeting. Our Board may appoint an additional qualified member of our Board to our Research and Development Committee following the 2024 Annual Meeting.

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 & Media — 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; advising the Board on the strategic direction of the Company with respect to the Company’s technology; and evaluating the function and effectiveness of the Company’s research, development, manufacturing operations, clinical operations, and other technical, scientific and medical operations.

The Research & Development Committee met five (5) times during 2023, and each member attended at least 75% of the meetings during the period for which they were a member of the Research & Development Committee.

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Policies 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 shareholdersShareholders or through such other methods as the Nominating and Corporate Governance Committee deems to be helpful to identify candidates. Candidates recommended by shareholdersShareholders 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.

Any Shareholder wishing to recommend a candidate for Board membership should submit the recommendation in writing to Investor Relations at uniQure N.V., Paasheuvelweg 25a, 1105 BP Amsterdam, the Netherlands. The written submission should set forth the candidate’s qualifications as specified in the uniQure Nominating and Corporate Governance Committee Charter. The Nominating and Corporate Governance Committee will consider all candidates recommended by shareholders who satisfy the minimum qualifications for director nominees and Board member attributes.

There are no family relationships among anyTable of our directors, nominees for directors, or executive officers.Contents

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, Chief Financial Officer, Chief Accounting Officer and chief financial officer.persons performing similar functions. The code of business conduct and ethics and corporate governance guidelines and board rules areis available on our website at www.uniqure.com .  We under “Investors & Media — Corporate Governance — uniQure Code of Conduct.” Our Board may grant (subject to applicable law) any waiver of our code of conduct for our executive officers or directors, and any such waiver shall be promptly disclosed as required by law or Nasdaq regulations by filing a Current Report on Form 8-K.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 & Media — 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,” 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 2023 Dutch statutory annual reportStatutory Board Report that accompanies our Dutch statutory annual accountsStatutory Annual Accounts to what extent we do not applycomply with provisions of the Dutch Corporate Governance Code, together with the reasons for those deviations. Our 2023 Dutch statutory annual reportStatutory Board Report may be found on the “Investors & NewsroomMedia — Events and Presentations” section of our website at http://www.uniqure.com/investors-newsroom/events-presentations.php.investors-media/events-presentations.

Environmental, Social and Governance (“ESG”) Practices

As a company 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 Company adopted its ESG Plan (the “ESG Plan”), and, as part of the ESG Plan, the Company 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 expand our ESG strategy, we have already focused on the following areas:

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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 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, the compensation of directors and senior management areis 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

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The Related Party’s interest in the transaction; · the transaction;

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

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

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·                  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 have engaged2023 and December 31, 2023, the Company did not engage in the followingany 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

Compensation Committee Interlocks and Insider Participation

None of these transactions was approvedthe members of our Compensation Committee is, or has at any time been, an officer or employee of the Company. None of our executive officers currently serves, or in accordance withthe past year has served, as a member of the board of directors or compensation committee of any other entity that has or has had one or more executive officers who served as a member of our Related Transactions Policy.

Board or our Compensation Committee during the fiscal year ended December 31, 2023. No directors served on our Compensation Committee in 2023 other than those described herein.

Compensation of and Grants of Options to Certain Related Parties

In the period ended December 31, 2023, 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,Additionally, effective October 4, 2023, we entered into a collaboration and licenseconsulting agreement with 4D Molecular Therapeutics.   4D Molecular TherapeuticsRicardo Dolmetsch in connection with his resignation from the Company as its Chief Scientific Officer. Mr. Dolmetsch’s Termination and Consulting Agreement is a company co-founded by Dr. David Schaffer, who was appointed to our Board in January 2014 pursuantfiled as Exhibit 10.1 to the termsCompany’s Quarterly Report on Form 10-Q filed on November 7, 2023.

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Table 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).Contents

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,March 31, 2024 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 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 daysMarch 31, 2024 are considered outstanding. As of July 1, 2017,March 31, 2024, we had 25,620,07348,492,357 Ordinary Shares outstanding. Unless otherwise stated in a footnote, each of the beneficial owners listed below has direct ownership of and sole voting power and investment power with respect to our Ordinary Shares.

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

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