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uniQure N.V.

Paasheuvelweg 25a

1105BP1105 BP Amsterdam

The Netherlands

+1-339-970-7000

April 30, 2018

Dear Shareholder:

On behalf of the Board of Directors of uniQure N.V. (the “Company”), I invite you to attend our 20182023 Annual General Meeting of Shareholders on June 13, 2023, at 3:00 p.m., Central European Summer Time (the “2018“2023 Annual Meeting”). The 20182023 Annual Meeting will be held on June 13, 2018, at 9:30 a.m., Central European Summer Time at the Company’s principal executive offices located at Paasheuvelweg 25a, 1105BP1105 BP Amsterdam, the Netherlands.

The matters to be voted upon at the 20182023 Annual Meeting are listed in the Notice of the 2018 Annual General Meeting of Shareholders (the “Notice”) and are more fully described in the proxy statement accompanying this letter (the “Proxy Statement”).

AtRegistered Shareholders (as defined in the 2018“Notice of Annual General Meeting you will be provided an opportunityof Shareholders” below) are entitled to asksubmit their questions regarding the matters to be voted upon, gain an up-to-date perspective on the Company and its activities, and meet the directorsagenda items ahead of the Company.2023 Annual Meeting by email to investors@uniQure.com and during the 2023 Annual Meeting, in each case, as more particularly described in the Proxy Statement.

We have opted to provide our materials pursuant touse the full set delivery option in connection with“Notice and Access” method of posting the 2018 Annual Meeting. Under the full set delivery option, a company delivers all proxy materials online instead of mailing printed copies. We believe that this process will provide you with a convenient and quick way to its shareholders. Accordingly, you should have received ouraccess the proxy materials, by mail or, if you previously agreed, by e-mail. These proxy materials includeincluding this Notice of Annual Meeting of Shareholders, Proxy Statement proxy card and theour Annual Report on Form 10-K.10-K for the year ended December 31, 2022, and to authorize a proxy to vote your shares, while allowing us to conserve natural resources and reduce the costs of printing and distributing the proxy materials.

Shareholders will not receive paper copies of the proxy materials unless they request them. Instead, the Notice, which will be mailed to our Shareholders of record, provides instructions regarding how you may access or request all of the proxy materials by telephone or email. The Notice also instructs you how to vote your shares online. If you prefer to receive a paper or email copy of the proxy materials, you should follow the instructions for requesting such materials printed on the Notice. These materials are available free of charge at http://www.edocumentview.com/QURE and, if you are a registered holder, you may vote at http://www.investorvote.com/QURE.QURE. Further instructions for accessing thethese proxy materials and voting at the 2023 Annual Meeting are described in the Notice of the 2018 Annual Meeting and the Proxy Statement.

Your vote is very important. Whether or not you plan to attend the meeting,2023 Annual Meeting in person, please carefully review the enclosed proxy statementProxy Statement and then cast your vote, regardless of the number of shares you hold. If you are a shareholder of record, you may vote over the Internet, by telephone or by completing, signing, dating, and mailing the accompanying proxy card in the return envelope.envelope no later than 11:59 p.m. Central European Summer Time on June 12, 2023. If mailingyou mail the proxy card within the United States, no additional postage is required. Submitting your vote via the Internet or by telephone or proxy card will not affect your right to vote in person if you decide to attend the 20182023 Annual Meeting in person, provided that you have notified the Company of your intention to attend the meeting no later than 12:00 p.m. Central European Summer Time on June 11, 2018.12, 2023.  If your shares are held in street name (held for your account by a broker or other nominee), you will receive instructions from your broker or other nominee explaining how to vote your shares and you will have the option to cast your vote by telephone or overin the Internet if yourmanner provided in the voting instruction forminstructions you receive from your broker or nominee includes instructions and a toll-free telephone number or Internet website to do so.other nominee. In any event, to be sure that your vote will be received in time (and no later than 11:59 p.m. Central European Summer Time on June 12, 2023), please cast your vote by your choice of available means at your earliest convenience.

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Thank you for your continuing interest in the Company. We look forward to seeing you atattending the 20182023 Annual Meeting.

If you have any questions about the Proxy Statement, please contact investor relations at investors@uniQure.com.

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uniQure N.V.

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

June 13, 20182023

To the Shareholders of uniQure N.V.:

Notice is hereby given that the 20182023 Annual General Meeting of Shareholders (the “2018“2023 Annual Meeting”) of uniQure N.V., a public company with limited liability (naamloze vennootschap) under the laws of the Netherlands (the “Company,”, “uniQure,” andor “we”), will be held on June 13, 2018,2023, at 9:30 a.m.3:00 p.m., Central European Summer Time, at the Company’s principal executive offices located at Paasheuvelweg 25a, 1105BP1105 BP Amsterdam, the Netherlands for the following purposes:

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

A numberSeveral of the agenda items are presented to the 20182023 Annual Meeting as a result ofbecause our Company beingis organized under the laws of the Netherlands. Several matters that are within the authority of the Board under the corporate laws of most U.S. states require shareholder approval under Dutch law. Additionally, Dutch corporate governance provisions require certain discussion topics for an annual general meeting of shareholders upon which shareholders do not vote.

The Board has fixed the close of business EasternCentral European Summer Time on May 16, 20182023 as the record date and, therefore, only the Company’s shareholders of record (“Registered Shareholders”) at the close of business EasternCentral European Summer Time on May 16, 20182023 are entitled to receive this notice (this(the “Notice”) and to vote at the 20182023 Annual Meeting and any adjournment thereof.

Only shareholdersRegistered Shareholders who have given notice in writing to the Company by 12:00 p.m. Central European Summer Time on June 11, 201812, 2023 of their intention to attend the 20182023 Annual Meeting in person are entitled to so attend the 20182023 Annual Meeting in person.Meeting. The conditions for attendance at the 20182023 Annual Meeting are as follows:

1.             ShareholdersTable of record (“Registered Shareholders”) must (i) notify the Company of their intention to attend the 2018 Annual Meeting by submitting their name and the number of registered shares held by them through the Company’s email address at investors@uniQure.com no later than June 11, 2018 and (ii) bring a form of personal picture identification to the 2018 Annual Meeting; andContents

2.             Holders of shares held in street name (“Beneficial Holders”) must have their financial intermediary, agent or broker with whom the shares are on deposit issue a proxy to them which confirms they are authorized to take part in and vote at the 2018 Annual Meeting. These Beneficial Holders must (i) notify the Company of their intention to attend the 2018 Annual Meeting by submitting their name and the number of shares beneficially owned by them through the Company’s email address at investors@uniQure.com no later than June 11, 2018, (ii) bring an account statement or a letter from the record holder indicating that you owned the shares as of the record date to the 2018 Annual Meeting, (iii) bring the proxy issued to them by their financial intermediary to the 2018 Annual Meeting and (iv) bring a form of personal picture identification to the 2018 Annual Meeting.

A proxy statement more fully describing the matters to be considered at the 20182023 Annual Meeting (the “Proxy Statement”) is attached to this Notice. Copies of our Annual Report on Form 10-K for the year ended December 31, 20172022 (the “Annual Report on Form 10-K”), including our financial statements and notes thereto, as filed with the U.S. Securities and Exchange Commission, accompany this Notice, but are not deemed to be part of the Proxy Statement.

We have opted to provide our materials pursuant touse the full set delivery option in connection with“Notice and Access” method of posting the 2018 Annual Meeting. Under the full set delivery option, a company delivers all proxy materials online instead of mailing printed copies. We believe that this process will provide you with a more convenient and quicker way to its shareholders. This delivery can be by mail or, if a shareholder has previously agreed, by e-mail. In addition to deliveringaccess the proxy materials, and to shareholders,authorize a company must also post allproxy to vote your shares, while allowing us to conserve natural resources and reduce the costs of printing and distributing the proxy materials.

Registered Shareholders will not receive paper copies of the proxy materials unless they request them. Instead, this Notice, which has been (or will be) mailed to our Registered Shareholders, provides instructions regarding how you may access or request all of the proxy materials by telephone or email. This Notice also instructs you how to vote your shares online. If you prefer to receive a paper or email copy of the proxy materials, you should follow the instructions for requesting such materials printed herein. All proxy materials are on a publicly accessible website and provide information to stockholders about how to access that website. Accordingly, you should have received our proxy materials by mail or, if you previously agreed, by e-mail. These proxy materials include this Notice of Annual Meeting of Shareholders, Proxy Statement, proxy card and the Annual Report on Form 10-K. These materials are available free of charge at http://www.edocumentview.com/QURE.QURE.

Our 20172022 Dutch statutory annual accountsStatutory Annual Accounts and our 2022 Dutch Statutory Board Report are available on our website at www.uniqure.com. www.uniqure.com.

If you do not plan on attending the 2018The 2023 Annual Meeting is an important event in our corporate calendar and ifprovides an opportunity to engage with shareholders and for shareholders to pass the necessary resolutions for the conduct of the business and affairs of the Company.

Whether or not you are a Registered Shareholder,plan to attend the 2023 Annual Meeting in person, please vote via the Internet or, if you are a Beneficial Holder, please submitprior to the voting instruction form you receive from your broker or nominee as soon as possible so your shares can be voted at the meeting.2023 Annual Meeting. You may submit your voting instruction form by mail.  If you are a Registered Shareholder, you also may vote by telephone or by submitting a proxy card by mail.mail prior to the 2023 Annual Meeting. If youyour shares are a Beneficial Holder,held in street name, you will receive instructions from your broker or other nominee explaining how to vote your shares, and you also may have the choice of instructing the record holder as to the voting of your shares by proxy, over the Internet or by telephone. Follow the instructions on the voting instruction form you receive from your broker or other nominee. YouIf you are submitting a proxy card by mail, you do not need to affix postage to the enclosed reply envelope if you mail it within the United States.  If you attend the meeting, you may withdraw your proxy and vote your shares personally.

All proxies submitted to us will be tabulated by Computershare. All shares voted by Registered Shareholders present in person at the 2018 Annual Meeting will be tabulated by the secretary designated by the chairman of the 2018 Annual Meeting.

All shareholdersShareholders are extended an invitation to attend the 20182023 Annual Meeting.

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Important Notice Regarding the Availability of Proxy Materials for the Shareholder2023 Annual General Meeting Toof
Shareholders to Be Held on June 13, 20182023

The Proxy Statement, Proxy Card, and our 2017 Annual Report on Form 10-K are available at

http://www.edocumentview.com/QURE

and, together with theour 2022 Dutch 2017 annual statutory accounts,Statutory Annual Accounts and our 2022 Dutch Statutory Board Report, on our website at http://www.uniqure.com.

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Am I Entitled to Vote if My Ordinary Shares are Held in “Street Name”?

Yes. If your Ordinary Shares are held by a bank or a brokerage firm, you are considered the “beneficial owner” of those Ordinary Shares held in “street name.” If your Ordinary Shares are held in street name, these proxy materials will be provided to you by your bank or brokerage firm, along with a voting instruction card. As the beneficial owner, you have the right to direct your bank or brokerage firm how to vote your shares, and the bank or brokerage firm is required to vote your shares in accordance with your instructions.

How Can I Vote My Ordinary Shares?

If you are a record holder of Ordinary Shares at the close of business on the Record Date, you may vote as follows:

If Ordinary Shares are held in street name at the close of business on the Record Date, you may vote:

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Unlike our past several meetings conducted pursuant to the Dutch emergency COVID-19 regulations, we will not conduct the 2023 Annual Meeting of 33 1/3%over the Internet via live audio webcast. Please ensure that you vote in advance of the outstanding2023 Annual Meeting by Internet, by telephone or by mail, in accordance with the instructions above. To be sure that your vote will be received in time (and no later than 11:59 p.m. Central European Summer Time on June 12, 2023), please cast your vote by your choice of available means at your earliest convenience. Even if you plan to attend the Annual Meeting, we encourage you to vote your shares by Internet or by telephone.

Can I Change My Vote?

Even if you execute and deliver a proxy, you retain the right to revoke it and to change your vote to attend and vote in person at the 2023 Annual Meeting or any adjournment thereof. If you are a record holder of Ordinary Shares at the close of business on the Record Date, you may change your vote by doing any one of the following:

If your shares are held in street name, you may submit new voting instructions by contacting your broker or other nominee. You may also attend the Annual Meeting in person and vote as instructed above.

Unless so revoked, the shares represented by a proxy, if received in time, will be voted in accordance with the directions given therein.

If the 2023 Annual Meeting is postponed or adjourned for any reason, at any subsequent reconvening of the 2023 Annual Meeting, all proxies will be voted in the same manner as the proxies would have been voted at the original convening of the 2023 Annual Meeting (except for any proxies that have at that time effectively been revoked or withdrawn).

How do I Vote by Proxy

The Ordinary Shares represented by any proxy duly given will be voted at the 2023 Annual Meeting in accordance with the instructions of the Shareholder. You may vote “FOR” or “AGAINST” or “ABSTAIN” from each of the voting proposals.

What Does it Mean to “ABSTAIN” from a Vote?

An “abstention” represents a shareholder’s affirmative choice to decline to vote on a proposal.

What if I Return my Proxy Card but do not Provide Voting Instructions?

If no specific instructions are given, the shares will be voted “FOR” the voting proposals described in this Proxy Statement. In addition, if any other matters come before the 2023 Annual Meeting, the persons named in the accompanying proxy card will vote in accordance with their best judgment with respect to such matters.

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

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What Happens if I Fail to Vote or Abstain from Voting?

If you do not exercise your vote because you do not submit a properly executed proxy card to the Company, and do not vote by Internet or by Telephone, in accordance with the instructions contained in this Proxy Statement in a timely fashion or by failing to attend the Annual Meeting to vote in person or fail to instruct your broker, bank, trust company or other nominee how to vote on a non-routine matter, it will have no effect on a Proposal. If you mark your proxy or voting instructions expressly to abstain or to cast a “blank vote” for any Proposal, it will also have no effect on such Proposal. If you do not give instructions to your broker, bank, trust company or other nominee, such broker, bank, trust company or other nominee will nevertheless be entitled to vote your shares in its discretion on routine matters and may give or authorize the giving of a proxy to vote the shares in its discretion on such matters.

If My Shares are Held in Street Name by my Broker, Will my Broker Automatically Vote My Shares for Me?

If you hold your shares in street name, your broker, bank, trust company or other nominee cannot vote your shares on non-routine matters, such as the appointment of our directors, without instructions from you. You should therefore instruct your broker, bank, trust company or other nominee as to how to vote your shares, following the directions from your broker, bank, trust company or other nominee provided to you. Please check the voting form used by your broker, bank, trust company or other nominee.

If you do not provide your broker, bank, trust company or other nominee with instructions and your broker, bank, trust company or other nominee submits an unvoted proxy with respect to a proposal that is requireda non-routine matter, this will be considered to be a “broker non-vote” and your shares will not be counted for purposes of determining the presence of a quorum with respect to that proposal. However, your broker, bank, or trust company is entitled to vote shares held for a quorum.  “Abstentions” and “broker non-votes,” if any,beneficial owner on routine matters, such as the ratification of the appointment of our independent registered public accounting firm, without instructions from the beneficial owner of those shares, in which case your shares will be counted as present and entitled to votecount for purposes of determining whether a quorum is present forwith respect to that proposal.

Beneficial owners of Ordinary Shares held through a broker, bank, trust company or other nominee may not vote the transaction of businessunderlying shares at the meeting.Annual Meeting, unless they first obtain a signed “legal proxy” from the bank, broker, trust company or other nominee through which you beneficially own your shares.

What Are Broker Non-Votes?

“Broker non-votes” are shares represented at the 20182023 Annual Meeting held by brokers, bankers, or other nominees (i.e., in “street name”) andthat are not voted on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner. Generally, brokerage firms may vote to ratify the selection of independent auditors and on other “discretionary” or “routine” items. In contrast, brokerage firms may not vote to electappoint directors, because those proposals are considered “non-discretionary” items. Accordingly, if you do not instruct your broker how to vote your shares on “non-discretionary” matters, your broker will not be permitted to vote your shares on these matters.  This is a “broker non- vote.”

Methods of Voting

If you were a record holder of Ordinary Shares on May 16, 2018, you may vote as follows:

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

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

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

·In Person at the Meeting.  If you attend the 2018 Annual Meeting, be sure to bring a form of personal picture identification with you. You may deliver your completed proxy card in person, or you may vote by completing a ballot, which will be available at the meeting.  Directions to the Annual Meeting are available by contacting Investor Relations at , uniQure N.V., Paasheuvelweg 25a, 1105BP Amsterdam, the Netherlands, telephone number +1-339-970-7000, email investors@uniQure.com.

If your Ordinary Shares are held in street name (held for your account by a broker or other nominee) at the close of business Eastern Time on May 16, 2018, you may vote:

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

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DeliveryWhy Did I Receive a One-Page Notice in The Mail Regarding the Internet Availability of Proxy Materials to HouseholdsInstead Of A Full Set of Proxy Materials as I have in the Past?

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Only one copyWe have opted to use the “Notice and Access” method of posting the Company’s 2017proxy materials online instead of mailing printed copies. We believe that this process will provide you with a convenient and quick way to access the proxy materials, including this Proxy Statement and our Annual Report on Form 10-K, (includingand to authorize a proxy to vote your shares, while allowing us to conserve natural resources and reduce the financial statementscosts of printing and schedules thereto) as filed withdistributing the Securities and Exchange Commission (the “SEC”) (the “2017 Annual Report”) and this Proxy Statementproxy materials.

Shareholders will be delivered to an address where two or more Shareholders reside unless we have received contrary instructions from a Shareholder residing at such address.  A separate Proxy Card will be delivered to each Shareholder at the shared address.

If you are a Shareholder who lives at a shared address and you would like additionalnot receive paper copies of the 2017 Annual Report,proxy materials unless they request them. Instead, the Proxy Statement,Notice, which will be mailed to our Shareholders of record, provides instructions regarding how you may access or any future annual reportsrequest all of the proxy materials by telephone or proxy statements, please contact Investors Relations, uniQure N.V., Paasheuvelweg 25a, 1105BP Amsterdam, the Netherlands, telephone number +1-339-970-7000, email investors@uniQure.com, and we will promptly mailemail. The Notice also instructs you copies.  This Proxy Statement and the 2017 Annual Report are also available at http://www.edocumentview.com/QURE.how to vote your shares online. If you are receiving multiple copies of this Proxy Statement and 2017 Annual Report at your household and wishprefer to receive only one, please contact Investor Relations at the mailing address, phone numbera paper or email address listed above.copy of the proxy materials, you should follow the instructions for requesting such materials printed on the Notice.

Where Can I Find the Voting Results

Results?

The preliminary voting results will be announced at the 20182023 Annual Meeting. The final results will be disclosed in a Current Report on Form 8-K within four business days after the meeting date.

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Status as an “emerging growth company”​

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

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

LEONARD POST, PH.D. Dr. Post has over 35 years of experience in the pharmaceutical industry where he has held various global executive positions and has extensive experience in research and development of product candidates. Since July 2016, Dr. Post has served as Chief Scientific Officer of Vivace Therapeutics, an oncology company working on small molecules targeting the hippo pathway and is also Chief Scientific Officer of its sister company Virtuoso Therapeutics, a company working on bispecific antibodies for oncology. From February 2010 until June 2016, Dr. Post worked at BioMarin (Nasdaq: BMRN), in various positions including Chief Scientific Officer. During that time, he oversaw the initiation of BioMarin’s first gene therapy project for hemophilia A. Prior to that, Dr. Post served as Chief Scientific Officer of LEAD Therapeutics, Senior Vice President of Research & Development at Onyx Pharmaceuticals, and Vice President of Discovery Research at Parke-Davis Pharmaceuticals. He is also currently an advisor to Canaan Partners. Dr. Post is a virologist by training and did early work on engineering of herpes simplex virus as a postdoctoral fellow. He has a Bachelor of Science degree in Chemistry from the University of Michigan, and a Doctorate degree in Biochemistry from the University of Wisconsin. We believe Dr. Post is qualified to serve as a Non-Executive Director due to his extensive experience in the biotechnology industry.

ROBERT GUT, M.D., PH.D.JEREMY SPRINGHORN, Ph.D. Dr. Robert Gut, age 54,Springhorn has nearly 20 years of experience in the biopharmaceutical industry, leading clinical development and medical affairs initiatives in different therapeutic areas: endocrinology, hematology, inflammation, osteoporosis and women’s health. Dr. Gut was appointed the Chief Medical Officer of Versartis, Inc. in September 2017. Prior to joining Versartis, Dr. Gut served as Vice President, Global Medical Affairs and Development at Radius Health. Over the past decade, his contributions in regulatory activities have helped achieve six U.S. Food and Drug Administration (FDA) product approvals and three new product indications. He has supported the launch of nine new products, overseeing medical affairs activities, including medical science liaison team building, health economics and outcomes research, and market access. He has also served as a member of the Advisory Committees for Reproductive Health Drugs and Drug Safety and Risk Management for the FDA’s Center for Drug Evaluation and Research. For the majorityour Board since 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 career,position at Nido, Dr. GutSpringhorn 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 corporate development capacities, creating next generation startups, and working with Flagship’s Corporate Limited Partners. Prior to joining Flagship, Dr. Springhorn was one of the original scientists at Alexion Pharmaceuticals, Inc. (Nasdaq: ALXN) and was one of the original inventors of the drug Soliris®. At Alexion Pharmaceuticals, Dr. Springhorn was Vice President Clinicalof Corporate Strategy and Business Development & Medical Affairsfrom 2006 until March 2015. Dr. Springhorn started at Novo Nordisk Inc. He headed the company’s U.S. Biopharm Medical organization with leading productsAlexion in endocrinology, hemophilia and women’s health. He is a recognized author of more than 90 publications and is a member of numerous professional organizations, including The Endocrine Society (ENDO).1992 where he served in various leadership roles in R&D before switching to Business Development in 2006. Prior to 1992, Dr. GutSpringhorn received his Doctor of Medicine degreePh.D. from theLouisiana State University Medical University of Lublin,Center in New Orleans and his Doctorate degreeBA from Lublin Institute of Medicine, Poland. He has attended postgraduate programs and trainings at Wharton, Stanford and Harvard Business School.Colby College. We believe that Dr. GutSpringhorn is qualified to serve as a non-executive directorNon-Executive Director due to his expertise andextensive experience in the biotechnology industry.

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For information as to the Ordinary Shares held by Mr. Astley-Sparke,Madhavan Balachandran, Jack Kaye, Leonard Post, and Jeremy Springhorn, see “Security Ownership of Certain Beneficial Owners and Management.” Dr. Gut does not hold Ordinary Shares or options to purchase Ordinary Shares of the Company.

There are no arrangements or understandings between the nominees, directors or executive officersofficer and any other person pursuant to which our nominees,nominee, directors or executive officersofficer 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 2023 Annual Meeting, unless the nomination is overruled by the general meeting, which resolution requires at least a two-third majority of the votes cast at the 2023 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 2023 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 Director

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VOTE REQUIRED

The affirmative vote of a majority of our Ordinary Shares present in person or represented by proxy at the 20182023 Annual Meeting and entitled to vote, is required to elect each director nominee. Each proposed non-executive director appointment is consideredapprove 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 renewal of the authority of the Board to issue our Ordinary Shares and grant rights to subscribe for our Ordinary Shares up to a separate voting item under Dutch law.maximum of (i) our authorized share capital in the event of an underwritten public offering, or (ii) 19.9% of our aggregate issued share capital at the time of issuance in connection with any other single issuance (or series of related issuances), for a term of 18 months with effect from the date of the 2023 Annual Meeting.

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

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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 2023 Annual Meeting and entitled to vote, is required to approve Voting Proposal No. 10. 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, 2023.

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Background and Purpose

If the 2014 Plan Restatement is not approved, bywe will have remaining approximately 403,819 Ordinary Shares available for future grant under the Company’s general meeting2014 Plan (plus any shares that might be returned to the 2014 Plan as a result of shareholdersfuture cancellations, terminations, expirations, forfeitures and lapses), based on June 15, 2016.awards outstanding as of March 31, 2023, 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 and grow our business, the Board adopted the 2014 Plan Restatement and strongly recommends that our Shareholders approve the 2014 Plan Restatement.  For purposes of the 2014 Plan Restatement, references to the “Board” mean the Board or a committee of the Board to the extent the Board has delegated its powers or authority under the 2014 Plan Restatement to such committee.

Equity-based compensation is a vital part of our compensation program for our employees, including our named executive officers, and our non-employee directors. We have traditionally granted equity to new hires in connection with their commencement of employment and to employees as part of their ongoing compensation packages. The purpose of the 2014 Restated Plan Restatement is to advance the interests of the Company’s shareholdersShareholders by enhancing the Company’s ability to attract, retain and motivate persons who are expected to make important contributions to the group 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 the Company’s shareholders. Shareholders. We believe that the 2014 Plan Restatement provides a means whereby our eligible employees, officers, non-employee directors and other individual service providers develop a sense of proprietorship and personal involvement in our development and financial success and encourage them to devote their best efforts to us.

The Board currently intends that the 3,500,000 Ordinary Shares requested under the 2014 Plan Restatement, in addition to the 403,819 Ordinary Shares available for future grant under the 2014 Plan (plus any shares that might be returned to the 2014 Plan Restatement as a result of future cancellations, terminations, expirations, forfeitures and lapses), will be sufficient to fund the Company’s annual equity grants to current employees as well as new hires for at least the next year, which it believes appropriate taking into account the Company’s planned growth. 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 group, hiring activity, and future promotions.

Key Considerations for Requesting Additional Shares Under the 2014 Plan

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 2014 Plan Restatement and the share pool authorized for issuance thereunder to ensure that we have sufficient equity plan capacity to continue to provide our eligible employees and directors with appropriate equity options, share appreciation rights, restricted share awards, restricted share units, performance share units and other share-based incentives. With respect to the increase in the number of Ordinary Shares available for issuance under the 2014 Plan pursuant to the 2014 Plan Restatement, the Board considered the following factors:

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Summary of 2014 Plan Restatement

Pursuant to the 2014 Restated Plan Restatement, the Company may grant incentive share options, non-statutory share options, share appreciation rights, restricted share awards, restricted share units, and other share-based awards. Under the 2014 Restated Plan, the maximum number of Ordinary Shares available is currently limited to 5,601,471. As of March 31, 2018, 823,897 Ordinary Shares remain available for grant under the 2014 Restated Plan.

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

Share Options

The Board may grant options to purchase Ordinary Shares and determine the number of Ordinary Shares to be covered by each option, the exercise price of each option and the conditions and limitations applicable to the exercise of each option, including conditions relating to applicable securities laws, as it considers necessary or advisable. The Board shall establishestablishes the exercise price of each option and specify the exercise price in the applicable option agreement which shall be not less than 100% of the fair market value per ordinary share on the date the option is granted. Share options are granted on the date of grant and, except for certain grants made to non-executive directors, vest over a period of four years, the first 25% vests after one year from the initial grant date and the remainder vests in equal quarterly instalments, over years two, three and four. Certain grants to non-executive directors vest in full after one year. Any options that vest must be exercised by the tenth anniversary of the initial grant date, or within six months of ceasing to be an employee of the Company or otherwise being eligible to participate in the plan.

Restricted Share Units (“RSU”)

The Board may grant awards entitling the recipient to receive Ordinary Shares or cash to be delivered at the time such award vests. Restricted share units granted by the Company vest over one — three years. This includes grants made to non-executive directors vesting on the first anniversary of the grant date, grants offered as a retention element as part of the Company’s November 2016 restructuring, which vest after 15 — 26 months as well as grants vesting in equal annual instalments after the first, second and third anniversary of the grant date or in full on the third anniversary of the grant date. All of the above vestingVesting is subject to the participant continuing to be employed by the Company or otherwise being eligible to participate in the plan.

continued employment of participants.

Performance Share Units (“PSU”)

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 typically one year following the date of grant (known as the performance period), as determined by the Board. The vesting period applicable to the PSUsperformance share units will be set by the Board at the time of grant and is typically three years following the date of the grant.  Upon vesting of the PSUs, shares are automatically granted to the grantee.

Eligibility and Participation

All of the Company’s employees, executive directors and non-executive directors, as well as consultants and advisors to the Company (as such terms are defined and interpreted for purposes of Form S-8, or any successor form) are eligible to be granted awards under the Plan.2014 Plan Restatement. As of February 24, 2023, there were approximately 501 employees, 8 non-executive directors and 47 consultants and advisors of the Company who were eligible to participate in the 2014 Plan and would have been eligible to participate in the 2014 Plan Restatement if it had been in effect on such date. Eligibility to participate in the 2014 Plan shall beRestatement 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.

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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 Restatement; 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 Restated Plan)Plan Restatement) 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 is 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 a numberany one or more of differentthe following actions as detailedto 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 Restated Plan.Plan Restatement 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 has decided,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 accordanceconnection with the discretion granted to itan award under the 2014 Restated Plan that equity awards will vest in their entirety upon a Reorganization Event. Currently, all outstanding equity awards will vest on a Reorganization Event.

Restatement, consistent with the requirements of Section 409A of the Code.

Valuation

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Transferability

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

Amendment; Termination

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

Establishment of Sub-Plans

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

Company Policies; Clawback

All awards made under the 2014 Plan Restatement 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 Restatement 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.

It is now proposed to increase the equity incentive pool under the 2014 Plan in order to provide adequate incentives for new and existing employees, the executive director, non-executive directors, consultants and advisors in light of the significant growth of the group’s operations and staff to support the Company’s development programs. The amendment to the 2014 Restated Plan Restatement, if approved, will increase the authorized number of Ordinary Shares available by 3,000,000.

3,500,000. The material provisions of the amendment to the 2014 Restated Plan Restatement are summarized above. This description is not intended to complete and is qualified in its entirety by the Plan amendment, a copy

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Table of which is attached as Appendix A to this Proxy.Contents

Historical Granting Practices

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Table of equity-based compensation aligns plan participants’ interests with shareholders, and thereby promotes best practices in corporate governance. To this end, the Board proposes the following amendment to the 2014 Restated Plan:Contents

·                                         Increase the number

​

Certain U.S. Federal Income Tax Aspects

The following is essentiala summary of certain U.S. federal income tax consequences of awards under the 2014 Plan Restatement. It does not purport to ensurebe 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 Company hasoptionee 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 sufficient reservecapital 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 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.

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Share Awards

A participant generally will not be taxed upon the grant equity incentivesof share awards subject to restrictions, but rather will recognize ordinary income in an amount equal to the fair market value of the shares at levels deemed appropriatethe 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.

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 Restatement, 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 Restatement 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.

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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 its “covered employees” which generally includes all named executive officers.  While the Compensation Committee andconsiders the Board. The Company believestax 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 competitive equity awards are important in attracting and retaining talent asmay not qualify for the Company progresses its clinical and preclinical product candidates. Without the increase in the authorized sharescompensation deduction.

New Plan Benefits

Future benefits under the 2014 Restated Plan Restatement generally will be granted at the Company maydiscretion of the Board and are therefore not currently determinable.

Because future grants of awards under the 2014 Plan Restatement, if approved, would be able to retain and motivate current talent or to attract additional talent that may needed to achieve its corporate goals, and may be required to provide significantly higher cash compensation. The Board is also committed to supporting best practices in corporate governance and believes that the proposed changessubject to the 2014 Restated Plan reflect best practices. These amendments better aligndiscretion of the featuresBoard, the amount and designterms of future awards to particular participants or groups of participants are not determinable at this time. No awards have been previously granted that are contingent on the approval of the 2014 Restated Plan with the Company’s goal of maximizing and preserving shareholder value.Restatement.

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

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

Management of the Company has the primary responsibility for preparing the Company’s consolidated financial statements as well as establishing and maintaining the integrity of the Company’s financial reporting process, accounting principles and internal controls.  PricewatershouseCoopers Accounts N.V., the Company’s independent registered public accounting firm, is 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, 2017 with the Company’s management and PricewatershouseCoopers Accounts N.V.  To ensure independence, the Audit Committee met separately with PricewatershouseCoopers Accounts 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 PricewatershouseCoopers Accounts 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, 2017, for filing with the Securities and Exchange Commission.

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Directors and Senior Management

Set forth below are the names of our current directors and officers,current members of senior management, their ages (as of March 31, 2018)2023), 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.