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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14A-101)

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

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April 28, 2025

Dear Shareholder:

You are cordially invited to attend our 2025 Annual General Meeting of Shareholders at 9:00 a.m. Central European Summer Time, on June 11, 2025, at our principal executive offices located at Paasheuvelweg 25a, 1105 BP Amsterdam, the Netherlands.

The Notice and Proxy Statement accompanying this letter describe the matters to be presented at the 2025 Annual Meeting. Shareholders of record are entitled to submit their questions regarding the agenda items ahead of the 2025 Annual Meeting by email to investors@uniQure.com and during the 2025 Annual Meeting, in each case, as described in the Proxy Statement.

Your vote is very important. Whether or not you plan to attend the 2025 Annual Meeting and regardless of the number of shares you hold, please carefully review the proxy materials and cast your vote. You may vote your shares over the Internet, by telephone or by completing, signing, dating, and mailing the accompanying proxy card in the return envelope no later than 9:59 p.m. Central European Summer Time on June 10, 2025. If you mail the proxy card within the United States, no additional postage is required. Submitting your vote online, by telephone or by proxy card will not affect your right to vote in person if you decide to attend the 2025 Annual Meeting, provided that you have notified us of your intention to attend the meeting no later than 12:00 p.m. Central European Summer Time on June 10, 2025. If your shares are held in street name (i.e., 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 in the manner provided in the voting instructions. To be sure that your vote is received in time, I urge you to promptly cast your vote by your choice of available means.

Thank you for your support.

Sincerely,

Matthew Kapusta

Chief Executive Officer and Executive Director

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UNIQURE N.V.

Paasheuvelweg 25a

1105 BP Amsterdam

The Netherlands

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NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

To Be Held Wednesday, June 11, 2025

Notice is hereby given that the 2025 Annual General Meeting of Shareholders (the “2025 Annual Meeting”) of uniQure N.V., a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands (the “Company,” “uniQure,” or “we”), will be held on June 11, 2025, at 9:00 a.m., Central European Summer Time, at the Company’s principal executive offices located at Paasheuvelweg 25a, 1105 BP Amsterdam, the Netherlands.

The agenda for the 2025 Annual Meeting is as follows:

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

Several of the agenda items above are presented to the 2025 Annual Meeting because the Company is 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 Central European Summer Time on May 14, 2025 as the record date for the 2025 Annual Meeting and, therefore, only shareholders of record (“Registered Shareholders”) at the close of business

Central European Summer Time on May 14, 2025 are entitled to receive this notice and to vote at the 2025 Annual Meeting and any adjournment thereof.

Only Registered Shareholders who have given notice in writing to the Company by 12:00 p.m. Central European Summer Time on June 10, 2025 of their intention to attend the 2025 Annual Meeting are entitled to attend the 2025 Annual Meeting in person. The conditions for attendance at the 2025 Annual Meeting are as follows:

A proxy statement more fully describing the matters to be considered at the 2025 Annual Meeting (the “Proxy Statement”) is attached to this notice. Copies of our Annual Report on Form 10-K (the “Annual Report”), 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 use the “Notice and Access” method of posting the proxy materials online instead of mailing printed copies. We believe that this process will provide you with a more convenient and quicker way to access the proxy materials, 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.

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. These materials are available free of charge at www.edocumentview.com/QURE.

Our 2024 Dutch Statutory Annual Accounts (jaarrekening 2024) and our 2024 Dutch Statutory Board Report (bestuursverslag 2024) are available on our website at www.uniqure.com/investors-media/sec-filings.

The 2025 Annual Meeting is an important event in our corporate calendar and provides 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 plan to attend the 2025 Annual Meeting in person, please vote online prior to the 2025 Annual Meeting. You also may vote by telephone or by submitting a proxy card by mail prior to the 2025 Annual Meeting. If your shares are 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. If 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.

All Shareholders are extended an invitation to attend the 2025 Annual Meeting.

By Order of the Board of Directors,

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Important Notice Regarding the Availability of Proxy Materials for the 2025 Annual General Meeting of
Shareholders to Be Held on June 11, 2025

The Proxy Statement, Proxy Card and our Annual Report on Form 10-K are available at
www.edocumentview.com/QURE
and, together with our 2024 Dutch Statutory Annual Accounts and our 2024 Dutch Statutory Board Report, on our website at www.uniqure.com.

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TABLE OF CONTENTS

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NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in the following Proxy Statement for the 2025 Annual General Meeting of Shareholders are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are subject to the safe harbor created by those sections.

Forward-looking statements are based on our current assumptions, projections and expectations of future events, and are generally identified by words such as “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,” “potential” and similar expressions, or the negatives thereof, or future dates. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected or implied. The most significant factors known to us that could materially adversely affect our business, operations, industry, financial position or future financial performance are described in “Part I, Item 1A, Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (“Annual Report”) filed with the Securities and Exchange Commission (the “SEC”) on February 27, 2025.

You should not place undue reliance on any forward-looking statement, which speaks only as of the date made, and should recognize that forward-looking statements are predictions of future results, which may not occur as anticipated. Actual results could differ materially from those anticipated in the forward-looking statements and from historical results due to the risks and uncertainties described in our Annual Report, including in “Part I, Item 1A. Risk Factors,” as well as others that we may consider immaterial or do not anticipate at this time. The risks and uncertainties described in our Annual Report are not exclusive and further information concerning our company and our business, including factors that could materially affect our operating results or financial condition, may emerge from time to time. We undertake no obligation to update forward-looking statements to reflect actual results or changes in factors or assumptions affecting such forward-looking statements. We advise you, however, to consult any further disclosures we make on related subjects in our future Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that we file with or furnish to the SEC.

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uniQure N.V.

Paasheuvelweg 25a

1105 BP Amsterdam

The Netherlands

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PROXY STATEMENT

FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

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To Be Held on June 11, 2025, at 9:00 a.m., Central European Summer Time

This proxy statement (the “Proxy Statement”), which includes the explanatory notes to the agenda for the 2025 Annual General Meeting of Shareholders (the “2025 Annual Meeting”) and the accompanying proxy card, are being furnished with respect to the solicitation of proxies by the Board of Directors (the “Board”) of uniQure N.V., a public company with limited liability (naamloze vennootschap) under the laws of the Netherlands (the “Company,” “uniQure,” “our” or “we”), for the 2025 Annual Meeting. The 2025 Annual Meeting will be held at 9:00 a.m., Central European Summer Time on June 11, 2025, and at any adjournment thereof, at the Company’s principal executive offices located at Paasheuvelweg 25a, 1105 BP Amsterdam, the Netherlands.

The approximate date on which the Notice of Internet Availability of Proxy Materials is first being sent or given to the Company’s shareholders (each a “Shareholder” and collectively, the “Shareholders”) is May 15, 2025.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE 2025 ANNUAL MEETING

Why did I receive these Proxy Materials?

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We are providing these proxy materials to you in connection with the solicitation by our Board of proxies to be voted at the Annual Meeting.

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What am I voting on and how does the Board recommend I vote?

You will be voting on the following proposals. After careful consideration, the Board unanimously recommends that Registered Shareholders vote as follows:

Who may vote at the 2025 Annual Meeting?

If you are a holder of record of our ordinary shares (“Ordinary Shares”) or if you hold Ordinary Shares in street name at the close of business Eastern Time on May 14, 2025 (the “Record Date”) you are entitled to receive notice of and to vote at the 2025 Annual Meeting and any adjournment thereof. We expect that we will have approximately 54,775,650 Ordinary Shares outstanding as of the Record Date. We have no other securities entitled to vote at the 2025 Annual Meeting. Each Ordinary Share is entitled to one vote on each voting proposal. There is no cumulative voting.

What are the quorum requirements for the 2025 Annual Meeting?

Under the Company’s articles of association (the “Articles of Association”), the presence at the 2025 Annual Meeting of one-third of the issued share capital, present in person or represented by proxy, is required for a quorum.

What if a quorum is not present at the 2025 Annual General Meeting?

If the required quorum - being the representation of more than one-third of the issued share capital - is not present at the Annual General Meeting, then no valid resolutions can be adopted on the agenda items. In such case, a new meeting shall be convened in accordance with applicable law and the Company’s Articles of Association.

What vote is required for the approval of each proposal at the 2025 Annual Meeting?

Voting Proposals No. 1, 2, 6 & 8-11: Each matter proposed by the Board, other than the proposals for the reappointment of non-executive and executive directors (Voting Proposals No. 3, 4 and 5) and the 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 (Voting Proposal No. 7), shall be adopted by a simple majority of the Ordinary Shares present in person or represented by proxy at the 2025 Annual Meeting and entitled to vote. Abstentions, “blank votes”, “broker non-votes” and invalid votes are not considered votes cast.

Voting Proposals No. 3, 4 & 5: 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 will be appointed, provided that the requisite quorum is present or represented by proxy at the 2025 Annual Meeting, unless the nomination is overruled by the general meeting (which resolution requires a majority of at least two-thirds of the votes cast, provided that such majority represents more than half of the issued share capital), in which case he or she will not be appointed. Abstentions, “blank votes”, “broker non-votes” and invalid votes are not considered votes cast.

Voting Proposal No. 7: If less than half of the issued capital is represented, the 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 can only be adopted by a majority of at least two-thirds of the votes cast. If more than half of the issued capital is represented, a simple majority is sufficient to adopt this proposal.

What is the difference between being a holder of record of Ordinary Shares and holding Ordinary Shares in “street name”?

A holder of record holds Ordinary Shares in his or her name. Ordinary Shares held in “street name” means Ordinary Shares that are held in the name of a bank or broker on a person’s behalf.

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:

Please ensure that you vote in advance of the 2025 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 9:59 p.m. Central European Summer Time on June 10, 2025), please cast your vote by your choice of available means at your earliest convenience. Even if you plan to attend the 2025 Annual Meeting in person, we encourage you to vote your shares by Internet or by telephone.

Can I change my vote?

Even if you cast your vote by executing and delivering your proxy card, you retain the right to revoke and change your vote prior to the 2025 Annual Meeting. 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 Ordinary Shares are held in street name, you may submit new voting instructions by contacting your broker or other nominee. You may also attend the 2025 Annual Meeting in person and vote as instructed above.

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

If the 2025 Annual Meeting is postponed or adjourned for any reason, at any subsequent reconvening of the 2025 Annual Meeting, all proxies will be voted in the same manner as the proxies would have been voted at the original convening of the 2025 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 2025 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 happens if I do not vote or if I return a proxy card or otherwise vote without giving specific voting instructions?

If you do not vote by submitting your proxy card, by telephone, by mail or e-mail, through the Internet or by voting in person at the 2025 Annual Meeting, your Ordinary Shares will not be voted. A failure to vote will have no effect on the proposals, assuming a quorum is present, and will not count for purposes of determining whether a quorum is present or for the purpose of determining the number of votes cast.

If you return a signed and dated proxy card or otherwise vote without marking voting selections, your Ordinary Shares will be voted in accordance with the recommendations of the Board and you will be deemed to have instructed your Ordinary Shares to be voted accordingly.

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 Ordinary 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 a non-routine matter, this will be considered to be a “broker non-vote” and your Ordinary 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 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 Ordinary Shares, in which case your Ordinary Shares will count for purposes of determining whether a quorum is present with respect to that proposal.

Beneficial owners of Ordinary Shares held through a broker, bank, trust company or other nominee may not vote the underlying shares at the 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 2025 Annual Meeting held by brokers, bankers, or other nominees (i.e., in “street name”) that 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 appoint directors, because those proposals are considered “non-discretionary” items. Accordingly, if you do not instruct your broker how to vote your Ordinary Shares on “non-discretionary” matters, your broker will not be permitted to vote your Ordinary Shares on these matters.

What are the costs of the solicitation of proxies?

We will pay the cost of soliciting proxies. Our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

Why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials as I have in the past?

We have opted to use the “Notice and Access” method of posting the proxy 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, and to authorize a proxy to vote your Ordinary 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 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 Ordinary 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.

How are votes counted?

Computershare will tabulate the votes submitted by proxy prior to the cut-off time as described in this Proxy Statement. Rutgers & Posch, our Dutch legal counsel, will tabulate the votes validly cast at the 2025 Annual General Meeting by those present at the meeting, if any. These tabulations will be provided to the Company.

Where can I find the voting results?

The preliminary voting results will be announced at the 2025 Annual Meeting. The final results will be disclosed in a Current Report on Form 8-K, which we intend to file with the SEC after the 2025 Annual Meeting.

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VOTING PROPOSAL NO. 1

ADOPTION OF THE 2024 DUTCH STATUTORY ANNUAL ACCOUNTS

As a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands, we are required by both Dutch law and our Articles of Association to prepare the Dutch statutory annual accounts and submit them to our Shareholders for adoption. Our 2024 Dutch statutory annual accounts include our consolidated financial statements for the year ended December 31, 2024, for the uniQure N.V. group, which are comprised of the consolidated statements of financial position, consolidated statements of profit and loss and other comprehensive income, consolidated statements of changes in equity and consolidated statements of cash flows with explanatory notes thereto prepared in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the European Union, as well as stand-alone Company-only financial statements of uniQure N.V. for the fiscal year ended December 31, 2024, comprising uniQure N.V.’s Company-only statement of financial position and the Company-only statement of profit and loss with explanatory notes thereto prepared in accordance with Book 2 of the Dutch Civil Code (together, the “2024 Dutch Statutory Annual Accounts”).

Our 2024 Dutch Statutory Annual Accounts differ from the consolidated financial statements contained in our Annual Report, which was prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), and filed with the SEC. Our 2024 Dutch Statutory Annual Accounts contain some disclosures that are not required under U.S. GAAP and that are therefore not contained in our Annual Report.

A copy of our 2024 Dutch Statutory Annual Accounts is available on our website at www.uniqure.com under “Shareholder & Stock Info” or may be obtained by contacting Investor Relations at investors@uniQure.com or by telephone at +1-339-970-7000.

Due to the international nature of our business and pursuant to a prior shareholder authorization, our 2024 Dutch Statutory Annual Accounts have been prepared in the English language.

VOTE REQUIRED

This proposal requires a simple majority of votes cast in favor of the proposal. Abstentions and broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal.

BOARD RECOMMENDATION

The Board unanimously recommends that shareholders vote “FOR” the adoption of our 2024 Dutch Statutory Annual Accounts.

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

At the 2025 Annual Meeting, as is customary for companies organized under Dutch Law, our Registered Shareholders will be asked to release each member of our Board in office during the fiscal year ended December 31, 2024 from liability with respect to the exercise of their respective duties during that year.

The scope of this release from liability extends to the exercise of the respective duties of the Board members insofar as these are reflected in our 2024 Dutch Statutory Annual Accounts, our Dutch statutory Board report for the fiscal year ended December 31, 2024 (the “2024 Dutch Statutory Board Report”) or otherwise disclosed to the 2025 Annual Meeting. Therefore, this release does not apply to matters that were not previously disclosed to our Shareholders. This release is also subject to the provisions of Dutch law relating to directors’ liability in the event of bankruptcy (faillissement), suspension of payments (surséance van betaling), or a restructuring under the Act on the Confirmation of Private Restructuring Plans (herstructurering onder de Wet Homologatie Onderhands Akkoord or WHOA).

VOTE REQUIRED

This proposal requires a simple majority of votes cast in favor of the proposal. Abstentions and broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal.

BOARD RECOMMENDATION

The Board unanimously recommends that shareholders vote “FOR” the grant of discharge of liability of the members of the Board in office during the fiscal year ended December 31, 2024 for the management and conducted policy during our fiscal year ended December 31, 2024 insofar as the exercise of such duties is reflected in the 2024 Dutch Statutory Annual Accounts and the 2024 Dutch Statutory Board Report or otherwise disclosed at the 2025 Annual Meeting.

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VOTING PROPOSALS NO. 3, 4 & 5
REAPPOINTMENTS OF 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 other management of the Company, and reviewing analyses and reports provided to them.

The Board is currently made up of eight directors. The terms of office of one executive director, Matthew Kapusta, and one non-executive director, Robert Gut, are scheduled to expire on the date of the 2025 Annual Meeting. The terms of office for four non-executive directors, Madhavan Balachandran, Jack Kaye, Leonard Post, and Jeremy Springhorn, are scheduled to expire on the date of the 2026 annual meeting of shareholders. The terms of office for two non-executive directors, Rachelle Jacques and David Meek, are scheduled to expire on the date of the 2027 annual meeting of shareholders. Under our Articles of Association, all directors hold office for a maximum term of four 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 Robert Gut, Matthew Kapusta and Jeremy Springhorn for reappointment to the Board at the 2025 Annual Meeting, each to serve as a non-executive director, except in the case of Mr. Kapusta who will serve as an executive director, until the 2028 annual general meeting of shareholders or until his death, resignation, suspension, or dismissal. Each of Robert Gut, Matthew Kapusta and Jeremy Springhorn have consented to being named in this Proxy Statement and to continue to serve, if appointed, as a member of the Board. The Board has elected to nominate Dr. Springhorn prior to the expiration of his current term at the 2026 annual general meeting of shareholders in order to more evenly distribute the current directorate across the three classes, to allow for the orderly re-nomination of directors at subsequent general meetings.

The name, position with the Company and age as of the Record Date of each individual who is our nominee for reappointment as a director is:

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ROBERT GUT, M.D., PH.D. has served as a Non-Executive Director on our Board since June 2022. Dr. Gut first joined our Board in June 2018 and previously served as both a Non-Executive and an Executive Director, having 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.

MATTHEW KAPUSTA has served as our Chief Executive Officer since December 2016 and currently serves on our Board. Mr. Kapusta also served as our Chief Financial Officer from January 2015 until June 2021. Mr. Kapusta also serves as a member of the Board of Directors and Executive Committee of the Alliance of Regenerative Medicine. Prior to joining uniQure, Mr. Kapusta held executive roles at AngioDynamics (Nasdaq: ANGO) from 2011 to 2015 and Smith & Nephew (NYSE: SNN) from 2009 to 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 held various positions at Wells Fargo Securities, Robertson Stephens, and PaineWebber. In connection with the closing of the Lexington Transaction (as described in “Compensation Discussion & Analysis – Other Business Developments”), Mr. Kapusta has served as a member of the board of directors of Genezen, a private contract development and manufacturing organization, since July 2024, and previously served as a director of Decibel Therapeutics (Nasdaq: DBTX) from March 2023 to September 2023 prior to its acquisition by Regeneron Pharmaceuticals. Mr. Kapusta holds an MBA from New York University’s Stern School of Business, a B.B.A. from University of Michigan’s Ross School of Business and earned his C.P.A license while at Ernst & Young. We believe that Mr. Kapusta is qualified to serve as our Chief Executive Officer and as an Executive Director due to his broad expertise in the life science and finance industries.

JEREMY SPRINGHORN, PH.D. has served as a member of our 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 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 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 of Corporate 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 his BA from Colby College. We believe Dr. Springhorn is qualified to serve as a Non-Executive Director due to his extensive experience in the biotechnology industry.

If reappointed, the term of office for each of Dr. Gut, Mr. Kapusta and Dr. Springhorn will expire on the date of the 2028 annual general meeting of shareholders. We currently expect that Dr. Gut will continue to serve as a member of our Research & Development Committee, Mr. Kapusta will continue to serve as our Chief Executive Officer, and Dr. Springhorn will continue to serve as Chair of our Nominating & Corporate Governance Committee, and as a member of our Audit Committee. Pursuant to our Articles of Association, the Board plans to appoint any new committee members at the first meeting of the Board following the 2025 Annual Meeting, which is currently scheduled for June 11, 2025.

For information as to the Ordinary Shares held by Dr. Gut, Mr. Kapusta and Dr. Springhorn, 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 2025 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 2025 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 2025 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 and Executive Director.

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VOTING PROPOSAL NO. 6
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. Our Shareholders have historically approved such authorizations, including at the 2024 annual general meeting of shareholders held on June 18, 2024 (the “2024 Annual Meeting”), for which our current authorization remains in place until December 18, 2025.

In this Voting Proposal No. 6, the Board is seeking authorization, for a period of 18 months following the date of the 2025 Annual Meeting, to issue Ordinary Shares and grant rights to subscribe for Ordinary shares for any legal purpose up to a maximum of 10,750,000 Ordinary Shares, which represents approximately 19.7% of our aggregate issued and outstanding share capital as of the date of this Proxy Statement.

Background

Many Nasdaq-listed companies are subject to Delaware law, which provides the board of directors (as opposed to shareholders) with the sole discretion and authority to approve issuances of the company’s capital stock, 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 our Ordinary Shares. Specifically, under our Articles of Association, the Board does not have the sole 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 subject to Dutch law, proposals of this nature seeking to delegate authority to the board of directors to issue ordinary shares, with certain limitations, are consistent with market practice and are often a recurring agenda item at annual meetings of shareholders, as has been the case historically for us. At each annual general meeting of shareholders held following the date of our initial public offering in 2014 through 2024, with the exception of the 2023 annual general meeting of shareholders, our shareholders have approved the authorization of our Board to issue Ordinary Shares and to grant rights to subscribe for Ordinary Shares. Since the authorization approved at the 2024 Annual Meeting will expire on December 18, 2025, we are seeking the same authorization at the 2025 Annual Meeting.

Approval of Voting Proposal No. 6 would authorize our Board to issue Ordinary Shares and grant subscription rights up to a maximum of 10,750,000 Ordinary Shares (or approximately 19.7% of our aggregate issued and outstanding share capital as of the date of this Proxy Statement).

Reasons for the Share Authorization

We recognize that issuing equity is dilutive to shareholders. However, approval of Voting Proposal No. 6 will support our ability to raise additional capital through equity offerings and to effect strategic transactions by providing our Board with the flexibility to issue and grant rights to subscribe for Ordinary Shares, to the extent the Board deems such issuances and transactions in the interest of the Company and its stakeholders. The funds we receive through the sale of Ordinary Shares, subject to satisfactory market conditions to limit the dilutive effect to existing shareholders, are essential to advance our product pipeline and drive value for uniQure stakeholders. In early 2025 we issued approximately 5.1 million Ordinary Shares in a follow-on public equity offering, raising aggregate net proceeds of $80.7 million, after deducting underwriting discounts and commissions and other offering expenses, intended to fund the submission of a Biologics License Application for AMT-130, our Huntington’s disease program, preparations for the commercial launch of AMT-130 in the United States, the further development of our other clinical product candidates and other initiatives.

If this Voting Proposal No. 6 is approved, we may issue Ordinary Shares or grant rights to subscribe for Ordinary Shares as part of future equity financings to raise capital to fund our business (subject to satisfactory market conditions), as a component of other strategic transactions, or 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. Opportunities to raise capital through equity offerings and to execute on strategic transactions can 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.

VOTE REQUIRED

This proposal requires a simple majority of votes cast in favor of the proposal. Abstentions and broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal.

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 10,750,000 Ordinary Shares a period of 18 months following the date of the 2025 Annual Meeting.

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VOTING PROPOSAL NO. 7
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 the 2024 Annual Meeting, our shareholders authorized our Board to restrict or exclude preemptive rights accruing to shareholders in connection with the issuance of Ordinary Shares or the granting of rights to subscribe for Ordinary Shares for a period of 18 months from the date of the meeting. This authorization is limited to 9,500,000 Ordinary Shares, and will expire on December 18, 2025.

At the 2025 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. 6, 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. 6 (10,750,000 Ordinary Shares, representing approximately 19.7% of our aggregate issued and outstanding share capital as of the date of this Proxy Statement) for a period of 18 months following the date of the 2025 Annual Meeting.

If our Shareholders do not delegate authority to our Board to limit or exclude preemptive rights on the terms set forth above, only the general meeting of shareholders would have the power to limit 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. 6, if approved. Accordingly, the same justifications discussed in Voting Proposal No. 6 under “Reasons for the Share Authorization” apply in support of this Voting Proposal No. 7.

VOTE REQUIRED

The affirmative vote of a majority of our Ordinary Shares present in person or represented by proxy at the 2025 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 2025 Annual Meeting and entitled to vote if only less than half of the issued share capital is so represented at the 2025 Annual Meeting, is required to approve this 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 reauthorization 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. 6, if approved, for a period of 18 months following the date of the 2025 Annual Meeting.

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VOTING PROPOSAL NO. 8
REAUTHORIZATION OF THE BOARD TO REPURCHASE ORDINARY SHARES

At the 2025 Annual Meeting, as contemplated by Dutch law and as is typical for Dutch listed 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 2025 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 2024 Annual Meeting.

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. 8 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 2025 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

This proposal requires a simple majority of votes cast in favor of the proposal. Abstentions and broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal.

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 2025 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 2024 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, 2024 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, 2024, for filing with the Securities and Exchange Commission.

The Audit Committee,

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VOTING PROPOSAL NO. 9
APPOINTMENT OF KPMG ACCOUNTANTS N.V. AS EXTERNAL AUDITORS OF

THE COMPANY FOR THE FINANCIAL YEAR 2024

For the fiscal year ending December 31, 2025, 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, 2024 and 2023 are described below under “Principal Accountant Fees and Services.” We expect that representatives of KPMG will be present at the 2025 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, 2024 contained in our Annual Report, 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, 2024:

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⁽¹⁾ Audit Fee consist of fees for professional services rendered in connection with the audit of our annual financial statements, management’s report on internal control over financial reporting, the review of our quarterly consolidated financial statements, and audit services that are normally provided by independent registered public accounting firms in connection with statutory and regulatory filings or engagements for those fiscal years, such as statutory audits.

⁽²⁾ Audit-Related Fees consist of fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees.”

Pre-Approval Policies and Procedures

The Audit Committee pre-approves all auditing services, internal control related services and permitted non-audit services (including the fees and terms thereof) to be performed, subject to the de minimis exception for non-audit services that are approved by the Audit Committee prior to the completion of an audit. The Audit Committee has adopted policies and procedures relating to the approval of all audit and non-audit services that are to be performed by the Company’s independent registered public accounting firm. This policy generally provides that the Company will not

engage its independent registered public accounting firm to render audit or non-audit services unless the service is specifically approved in advance by the Audit Committee, or the engagement is entered into pursuant to the pre-approval procedure described below.

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

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

VOTE REQUIRED

This proposal requires a simple majority of votes cast in favor of the proposal. Abstentions and broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal.

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, 2025.

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VOTING PROPOSAL NO. 10
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 2024 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 of this Proxy Statement for additional details, including information about the fiscal year 2024 compensation of our NEOs.

In 2024, 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 2024, 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 2024 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 2025 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 2026 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. 10 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 2024.

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VOTING PROPOSAL NO. 11

AMENDMENT AND RESTATEMENT OF 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 Company is committed to strong corporate governance and maximizing shareholder value. Equity-based compensation enables us to attract, motivate and retain talent in a competitive market to contribute to our success by aligning plan participants’ interests with those of our shareholders. Accordingly, the Board proposes that Shareholders approve an amendment and restatement of the Company’s 2014 Share Incentive Plan (the “2014 Plan”), to (1) increase the number of our ordinary shares (“Ordinary Shares”) reserved for issuance under the 2014 Plan by an additional 2,400,000 Ordinary Shares (the 2014 Plan after giving effect to the amendment and restatement being submitted for approval hereunder, the “Amended 2014 Plan”), (2) allow for incentive stock options to meet the requirements of the Internal Revenue Code of 1986, as amended (the “Code”), (3) meet the Nasdaq Global Select Market listing requirements, and (4) conform to good corporate governance. If approved by our Shareholders, the Amended Plan will be effective as of the date of the 2025 Annual Meeting (i.e., June 11, 2025, 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 Amended 2014 Plan will be 12,329,536, which is equal to the sum of (i) 7,411,322 Ordinary Shares, which is the number of shares subject to outstanding awards under the 2014 Plan as of March 31, 2025 (assuming target performance of performance-based awards), plus (ii) 2,518,214 Ordinary Shares, which is the number of shares that remained available for awards under the 2014 Plan as of March 31, 2025 (assuming target performance of performance-based awards), plus (iii) an additional 2,400,000 Ordinary Shares. Awards granted under the 2014 Plan after March 31, 2025 and prior to the Amendment Effective Date will increase the number of shares subject to outstanding awards set forth in clause (i) and consequently reduce the number of shares remaining available for awards set forth in clause (ii). The Ordinary Shares subject to outstanding awards that are cancelled, terminated, expired, forfeited or otherwise lapse without being settled in shares prior to the Amendment Effective Date will also be available for the grant of awards under the Amended 2014 Plan.

The Amended 2014 also extends the term of the 2014 Plan from November 14, 2033 to June 10, 2035. No other changes to the 2014 Plan are proposed or recommended pursuant to this Voting Proposal No. 11. This summary is not intended to be complete and is qualified in its entirety by the full text of the Amended 2014 Plan, which is attached to this Proxy Statement as “Appendix A.”

Additionally, solely for purposes of compliance with Dutch law and our Articles of Association, the Board is also seeking authorization to issue Ordinary Shares and to grant rights to subscribe for Ordinary Shares pursuant to the Amended 2014 Plan for a term of 18 months from the date of the Amendment Effective Date. 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 Amended 2014 Plan for a term of 18 months from the date of the Amendment Effective Date. For the avoidance of doubt, if this Voting Proposal No. 11 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 2024 Annual Meeting 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, our non-employee directors and other service providers. The purpose of the Amended 2014 Plan 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.

At the 2024 Annual Meeting our shareholders approved an amendment to the 2014 Plan to increase the number of Ordinary Shares reserved for issuance by an additional 1,500,000 shares. Such increase, along with the remaining 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), is currently expected to be sufficient to fund our anticipated equity grants through December 31, 2025; however, 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. We believe this share reserve is insufficient to meet our future needs with respect to attracting, retaining, and motivating key personnel in a competitive market. 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 additional Ordinary Shares to be issued pursuant to the Amended 2014 Plan, 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 to attract and retain talent, which 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 service providers and shareholders.

At the 2024 Annual Meeting, 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. Shareholders are asked in this Voting Proposal No. 11 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 Amended 2014 Plan for a period up to 18 months following the Amendment Effective Date. For the avoidance of doubt, the requested authorization under this Voting Proposal No. 11, if approved, may only be used for the Amended 2014 Plan and not for any other purposes. If this Voting Proposal No. 11 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 will not be impacted.

If the Amended 2014 Plan is not approved, based on the awards we have outstanding as of March 31, 2025, we will have approximately 2,518,214 Ordinary Shares remaining and available for future grant under the 2014 Plan, assuming target performance of any performance-based awards (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, 2025) 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 Amended 2014 Plan.  

Key Considerations for Requesting Additional Shares Under the Amended 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 Amended 2014 Plan, subject to shareholder approval, to ensure that we have sufficient equity plan capacity to continue to provide our eligible employees and non-employee directors, consultants and advisors with appropriate share options, share appreciation rights, restricted share awards, restricted share units (including those subject to performance goals, “performance share units”) and other share-based incentives. With respect to the requested increase in Ordinary Shares available for issuance under the Amended 2014 Plan, the Board considered the following factors, which it believes promote best practices by reinforcing the alignment between equity compensation arrangements for our employees and non-employee directors, consultants and advisors and the interests of our shareholders:

Summary of the Amended 2014 Plan  

Pursuant to the Amended 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 Amended 2014 Plan, which is attached to this Proxy Statement as “Appendix A.”

Administration

The Amended 2014 Plan will be administered by the Board. To the extent permitted by applicable law, the Board may delegate any or all of its administrative powers or authority to the Compensation Committee (or other committee) of the Board. For the purposes of the Amended 2014 Plan and this summary, references to the “Board” mean the Board or the Compensation Committee (or other committee), to the extent the Board has delegated its powers or authority under the Amended 2014 Plan.

The Board has discretion to determine the individuals to whom, and the time or times at which, awards may be granted under the Amended 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. The Board 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. The Board also has the authority to adopt, amend, and repeal such administrative rules, guidelines and practices relating to the Amended 2014 Plan as it deems appropriate, construe and interpret the terms of the Amended 2014 Plan and any award agreements, correct any defect, and supply an omission or reconcile any inconsistency in the Amended 2014 Plan and any award agreement in the manner and to the extent the Board determines to be expedient. Because our officers and non-employee directors are eligible to receive grants under the Amended 2014 Plan, they may be deemed to have a personal interest in the approval of this Voting Proposal No. 11.

Subject to the change in control and adjustment provisions contained in the Amended 2014 Plan, the Board does not have the authority to reprice outstanding options without Shareholder approval.

Shares Subject to the Amended 2014 Plan

Subject to the adjustments described herein, the Amended 2014 Plan authorizes the issuance or transfer of up to 12,329,536 Ordinary Shares in the aggregate, which is equal to the sum of (i) 7,411,322, which is the number of Ordinary Shares subject to outstanding awards under the 2014 Plan as of March 31, 2025 (assuming target performance of performance-based awards), plus (ii) 2,518,214 Ordinary Shares, which is the number of shares that remained available for awards under the 2014 Plan as of March 31, 2025 (assuming target performance of performance-based awards), plus (iii) an additional 2,400,000 Ordinary Shares. The Ordinary Shares subject to outstanding awards granted under the 2014 Plan prior to the Amendment Effective Date that are cancelled, terminated, expired, forfeited or otherwise lapse without being settled in shares, as well as Ordinary Shares subject to such awards granted after the Amendment Effective Date, will be available for the grant of awards under the Amended 2014 Plan. The aggregate number of Ordinary Shares that may be

issued or transferred under the Amended 2014 Plan pursuant to incentive share options may not exceed 4,918,214 Ordinary Shares.

The number of Ordinary Shares covered by share appreciation rights will be counted against the number of shares available for grant under the Amended 2014 Plan. However, 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, will be so counted, and the expiration of one in connection with the other’s exercise will not restore shares to the Amended 2014 Plan.

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 will again be available for grant under the Amended 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 will not be added back to the number of shares available for the future grant of awards under the Amended 2014 Plan. If we repurchase Ordinary Shares on the open market with the proceeds of the exercise price of awards, such shares will not be available for grant under the Amended 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 will not count against the overall share limit under the Amended 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 may grant incentive share options, which are intended to qualify as incentive stock options under Section 422 of the Code, or non-qualified share options, which are not intended to qualify as incentive stock options. Incentive share options can only be granted to employees of the Company, and its present or future parent or subsidiary corporations, or any other entities permitted to receive incentive stock options under Section 422 of the Code.

The Board will establish the exercise price of each option and will specify 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.  Option grants will be exercisable at such times and subject to such terms and conditions as specified in the applicable option agreement, provided that the term of an option may be no longer than ten years. No dividends or dividend equivalent rights may be paid with respect to share options granted under the Amended 2014 Plan.

Restricted Share Units

The Board may grant awards entitling the recipient to receive Ordinary Shares or cash to be delivered upon or following the date that the  award vests. The Board will determine the terms and conditions of applicable to a grant of restricted share units (which include, for the avoidance of doubt, performance share units), including the conditions for vesting and repurchase (or forfeiture) and the issue price, if any. Restricted share units may be linked to specific performance criteria as determined by the Board and may be earned based on the actual achievement of the specific criteria during the applicable performance period.

Upon the vesting of and/or lapse of any other restrictions applicable with respect to a grant of restricted share units, a participant will be entitled to receive the number of Ordinary Shares set forth in the applicable award agreement or an

amount of cash equal to the fair market value of such number of Ordinary Shares. Settlement of restricted share units may be deferred on a mandatory basis or at the election of a participant, as determined by the Board.

A participant will have no voting rights with respect to any restricted share units. An award agreement may provide a participant with the right to dividend equivalents, which may be paid currently (but only to the extent the restricted share units are vested) or credited to an account for the participant and may be settled in cash and/or Ordinary Shares. Dividend equivalents with respect to restricted share units that are subject to vesting shall be paid only if and to the extent that the restricted share units become vested.

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. Any dividends (whether paid in cash or shares) declared and paid by the Company with respect to the restricted shares will be paid to a participant once such shares are free from any restrictions on transferability and forfeitability. No dividends may be paid on restricted shares that remain subject to vesting.

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 will determine the terms and conditions of such an award, including the measurement price of each share appreciation right. The measurement price of a share appreciation right cannot be less than 100% of the fair market value on the date that the share appreciation right is granted.

The grant agreement evidencing the share appreciation right will set forth the time at which such right will become exercisable and the other terms and conditions applicable to the share appreciation right. No share appreciation right will be granted with a term in excess of ten years. No dividends or dividend equivalent rights may be paid with respect to share appreciation rights granted under the Amended 2014 Plan.

Other Share-Based Awards

Other awards of Ordinary Shares and awards that are valued in whole or part by reference to, or that are based on, Ordinary Shares or other property may be granted under the Amended 2014 Plan. The Board will determine the terms and conditions applicable to other share-based awards in a manner consistent with the Amended 2014 Plan.  Other share-based awards may be paid in Ordinary Shares or cash, as determined by the Board. Any dividends or dividend equivalents will be paid only if and to the extent the restrictions applicable to the underlying award lapses.

Minimum Vesting

Awards granted under the Amended 2014 Plan will generally 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 of the Ordinary Shares subject to the share reserve may be granted without regard to the minimum vesting requirements of the Amended 2014 Plan.

Eligibility and Participation

All of the  employees, executive directors and non-executive directors, 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 Amended 2014 Plan. As of March 31, 2025, there were approximately 195 employees, 7 non-executive directors and 41

consultants and advisors would have been eligible to participate in the Amended 2014 Plan. Eligibility to participate in the Amended 2014 Plan is determined at the sole discretion of the Board.

Termination of Status

The Board will 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 will 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 Amended 2014 Plan; the share counting rules under the Amended 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 below) 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 will 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 will become fully exercisable and any restrictions on such awards will lapse as of the date of such termination. If the restrictions on any such awards are based, in whole or in part, on performance, the applicable award agreement will specify how the portion of the award that becomes vested will be calculated.

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):

In general terms, a “Reorganization Event” under the Amended 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.

Valuation

The fair market value per Ordinary Share on any relevant date under the Amended 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 14, 2025, the fair market value per Ordinary Share determined on such basis was $9.17.  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. However, except as otherwise provided by the Board, 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 Amended 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.  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 Amended 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 Amended 2014 Plan will terminate on June 10, 2035.

Establishment of Sub-Plans

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

Clawback

All awards made under the Amended 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 Compensation Clawback Policy (which for the avoidance of doubt, applies to all awards granted pursuant to the Amended 2014 Plan, whether time-based or performance-based) and the Company’s right to recover awards, Ordinary Shares or any gains upon the sale of Ordinary Shares issued under the Amended 2014 Plan if a participant violates any applicable restrictive covenants in factor of the Company to which the participant is subject.

The Company’s granting practice during the years ended December 31, 2022, 2023 and 2024 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, 2025 the Company’s capital structure consisted of 54,729,000 Ordinary Shares outstanding. As described above, as of March 31, 2025, 2,518,214 Ordinary Shares remain available for grant of awards under the 2014 Plan (assuming target performance of performance-based awards).

The table below shows our potential dilution levels based on our fully diluted Ordinary Shares outstanding as of March 31, 2025 and our request for 2,400,000 additional Ordinary Shares to be available for awards under the Amended 2014 Plan. The proposed increase of 2,400,000 Ordinary Shares represents 3,6% 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 Amended 2014 Plan is reasonably consistent with market practice.

The information in the table below is as of March 31, 2025, 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 Amended 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 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 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 Amended 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 Amended 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 Amended 2014 Plan 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 Amended 2014 Plan after the Amendment Effective Date. No awards have been previously granted that are contingent on the approval of the Amended 2014 Plan.

VOTE REQUIRED

The affirmative vote of a majority of our Ordinary Shares present in person or represented by proxy at the 2025 Annual Meeting and entitled to vote, is required to approve Voting Proposal No. 11.

BOARD RECOMMENDATION

The Board unanimously recommends that Shareholders vote “FOR” the Amended 2014 Plan, as set forth in this Proxy Statement for the 2025 Annual Meeting.

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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 eight directors, one of whom is an executive director and seven of whom are non-executive directors. If a director is to be appointed, the non-executive directors make a binding nomination, which is approved by the general meeting of shareholders pursuant to the procedure described in Voting Proposals No. 3, 4 and 5. 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. The duties and responsibilities of the Chair include, among others: determining the agenda and chairing the meetings of the Board, monitoring our Board to ensure that it operates effectively, ensuring that the directors receive accurate, timely, and clear information, encouraging active engagement by all directors, promoting effective relationships and open communication between the non-executive directors and the executive directors, and monitoring effective implementation of our Board decisions.

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

Directors and Executive Officers

Set forth below are the names of our current directors and current executive officers, their ages (as of March 31, 2025), 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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See “Proposals Nos. 3, 4 & 5” for biographical information of our executive and non-executive director nominees at the 2025 Annual Meeting.

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MADHAVAN BALACHANDRAN has served as a member of our Board since September 2017. Mr. Balachandran was Chief Operating Officer of Nutcracker Therapeutics, a developer of mRNA therapeutics, from September 2020 to March 2022. 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 Wellcome Company, a predecessor before mergers of GlaxoSmithKline plc. He currently serves on the board of directors of A2 Biotherapeutics, Inc. Stevanato Group (NYSE: STVN), and Replimune Group, Inc. (Nasdaq: REPL). Mr. Balachandran previously served as a director of Catalent, Inc. (NYSE: CTLT) from May 2017 to January 2024. 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. We believe Mr. Balachandran is qualified to serve as a Non-Executive Director due to his extensive experience in the biotechnology industry.

JACK KAYE 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 committee of Keryx Biopharmaceuticals, Inc. (Nasdaq: KERX) from 2006 to 2016. Mr. Kaye was a partner at Deloitte LLP 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.

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 served 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, from March 2022 to May 2024. 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.

LEONARD POST, PH.D. 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. Since 2018, Dr. Post has served as a director on the Board of CG Oncology (Nasdaq: CGON). 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.

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, where 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 biotech 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 gene therapy biotechnology company focused on the treatment of cancer. From July 2016 to January 2020, Mr. Meek served as Chief Executive Officer and Director of Ipsen, a French publicly traded global biopharmaceutical company. From July 2014 to June 2016, he was Executive Vice-President and President of the oncology division of Baxalta prior to its acquisition by Shire. He spent two years as the Chief Commercial Officer of Endocyte from August 2012 to July 2014. Mr. Meek also spent eight years at Novartis as a global franchise head from January 2005 to June 2007, CEO of Novartis Canada from July 2007 to December 2009, and region head of oncology for northern, central and Eastern Europe from January 2010 to August 2012. Mr. Meek has served as Chairman of the board or directors of Sobi, a Swedish biopharmaceutical company focused on rare diseases since December 2024, and also serves as a member of the boards of directors of Cullinan Therapeutics (Nasdaq:CGEM) since May 2024. He began his biopharma career at Johnson & Johnson and Janssen Pharmaceuticals where he worked from July 1989 to December 2004 and where he held increasingly senior levels of executive roles. Mr. Meek 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.

WALID ABI-SAAB, M.D. has served as our Chief Medical Officer since June 2023. Prior to uniQure, Dr. Abi-Saab was Chief Medical Officer of Galapagos, a Belgium-based biopharmaceutical company, from May 2017 through May 2022. While at Galapagos, Dr. Abi-Saab expanded the company’s development organization and led the company through a critical and transformative phase, including the successful completion of the Phase 3 studies of filgotinib (Jyseleca®) in rheumatoid arthritis and ulcerative colitis. Prior to joining Galapagos, Dr. Abi-Saab served as Group Vice President, Global Clinical Development at Shire, where he was responsible for the clinical development plans of all programs in the therapeutic area and oversaw the development of more than 10 marketed products and other programs in rare diseases and specialty pharmaceuticals. He also has previously held leadership positions at Novartis, Abbott Laboratories, and Pfizer, and served as a resident, research fellow, and assistant professor at Yale University School of Medicine, where he completed a Psychiatry residency training and a Neuroscience research fellowship. He obtained his bachelor’s degree in biology from the American University of Beirut, Lebanon and his M.D. at the Université Saint Joseph in Beirut.

CHRISTIAN KLEMT has served as our Chief Financial Officer since June 2021 and since September 2020, has served as general manager of our Amsterdam office. Previously, Mr. Klemt 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 CGG SA (NYSE: CGG) where he held the position of Regional Finance Director and Country Manager. Prior to this, he held various senior finance roles, including Group Finance Manager 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’s degree in Business Administration from the University of Muenster, Germany and qualified as a German Certified Public Accountant and Tax Advisor while employed at KPMG.

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

The Board, in its advisory capacity, and the Company’s management regularly review the Company’s strategic plan, which includes, among other things, the various business, clinical, developmental, financial, and other market risks

confronting, and opportunities available to, the Company at any given time. Specifically, pursuant to the Company’s Corporate Governance Guidelines and Board Rules, 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. Each of our Board’s committees also oversees the management of the Company’s risk that falls within each committee’s areas of responsibility. In performing this function, each committee has full access to management, as well as the ability to engage advisors. For example, the Audit Committee is required to regularly review and discuss with management the Company’s major financial risk exposures and the steps management has taken to monitor and control 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.

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 committees are required, pursuant to their respective charters, to report regularly to the Board. The activities of the Audit, Compensation, Nominating and Corporate Governance and Research & Development Committees are more fully described below.

Board Determination of Director Independence

Our Ordinary Shares are listed on the Nasdaq 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 Exchange Act. Under Nasdaq rules, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in fulfilling 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, David Meek, Leonard Post and Jeremy Springhorn 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 Matthew Kapusta does 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 regarding each director’s business and personal activities as they may relate to the Company and the Company’s management.

Board Meetings

The Board met nine (9) times during the calendar year ended December 31, 2024. Each of our directors attended at least 75% of the meetings of the Board and the committees on which he or she served during the year ended December 31, 2024. All of our directors attended the 2024 Annual Meeting.

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The Company encourages its directors to attend the annual and extraordinary general meetings of 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, Compensation Committee, and Research & Development Committee. Each of the 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 committee are appointed by our Board. From time to time, the Board may establish other committees. Below is a description of the four principal committees of our Board.

Audit Committee and Audit Committee Financial Expert

The Audit Committee is currently comprised of Jack Kaye, Rachelle Jacques, and Jeremy Springhorn. Mr. Kaye serves as the Chair of the Audit Committee. The Audit Committee has determined that Mr. Kaye is an “audit committee financial expert” within the meaning of the SEC’s rules and regulations and has the level of financial sophistication required by Nasdaq Rule 5605(c)(2)(A). Each of Mr. Kaye, Ms. Jacques, and Dr. Springhorn satisfies the director independence standards and the independence standards for members of the Audit Committee established by SEC and Nasdaq.

The Audit Committee is governed by the Audit Committee Charter. A copy of this Charter is available on our website at www.uniqure.com under “Investors & Media — 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 perform its duties.

The Audit Committee met seven (7) times during 2024, 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, and David Meek. Mr. Balachandran serves as the Chair of the Compensation Committee. Each of Mr. Balachandran, Mr. Kaye, and Mr. Meek 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 & Media — 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 equity 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 Watson) to act as a compensation consultant during the year ended December 31, 2024 to assist in designing and reviewing our management and director compensation programs. For further information, please refer to “Compensation Discussion and Analysis,” below. In addition, the Compensation Committee may delegate from and delegate authority to one or more subcommittees as it deems necessary or appropriate from time to time under the circumstances.

The Compensation Committee met eight (8) times during 2024, and each member attended at least 75% of the meetings during the period for which they were a member of the Compensation Committee.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is currently comprised of Jeremy Springhorn, Rachelle Jacques, and David Meek. Dr. Springhorn currently serves as the Chair of the Nominating and Corporate Governance Committee. Each of Dr. Springhorn, Ms. Jacques, and Mr. Meek satisfy the independence standards established by SEC and Nasdaq. Our Board intends to appoint a qualified, independent member of our Board to our Nominating and Corporate Governance Committee following the 2025 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 & 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 recommending to the Board the nominees for director at annual general meetings of shareholders; recommending to the Board nominees for each Committee; developing and recommending to the Board corporate governance principles applicable to the Company; and leading the Board in its annual review of the Board’s performance.

The Nominating and Corporate Governance Committee met six (6) times during 2024, 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

The Research & Development Committee is currently comprised of Leonard Post, Robert Gut 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 and Dr. Springhorn satisfy the independence standards established by SEC and Nasdaq.

The Research & Development Committee is governed by the Research & Development Committee Charter. A copy of this Charter is available on our website at www.uniqure.com under “Investors & 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 seven (7) times during 2024, and each member attended at least 75% of the meetings during the period for which they were a member of the Research & Development Committee.

Policies Governing Director Nominations

Director Nomination Process

Our Board is responsible for selecting its own 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 for purposes of obtaining the appropriate members and skills. The Nominating and Corporate Governance Committee recommends, and the non-executive directors nominate, candidates to stand for appointment as directors.

Our Nominating and Corporate Governance Committee identifies candidates for director nominees in consultation with management, through the use of other advisors, through the recommendations submitted by Shareholders or through such other methods as the Nominating and Corporate Governance Committee deems to be helpful to identify candidates. Candidates recommended by Shareholders and other stakeholders are given appropriate consideration in the same manner as other candidates. Once candidates have been identified, our Nominating and Corporate Governance Committee confirms that the candidates meet all 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 considering 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 appointment to the Board for the Board’s approval.

Qualifications

The Nominating and Corporate Governance Committee may receive from shareholders and other recommendations for nominees for appointment 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 race, religion, sexual orientation, sex or national origin. For the Board to fulfill its responsibilities, our Nominating and Corporate Governance Committee believes that the Board should include directors possessing a blend of experience, knowledge and ability, regardless of other characteristics.

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.

Code of Conduct, Corporate Governance Guidelines and Board Rules

We have adopted a code of conduct that is applicable to all our employees, officers, and directors, including our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer and persons performing similar functions. The code of conduct is available on our website at www.uniqure.com 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 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 Nasdaq Global Select Stock Market and rules and regulations as promulgated by the SEC, as a Dutch company, our governance practices are governed by the Dutch Corporate Governance Code. The Dutch Corporate Governance Code (as amended) contains several principles and best practices, with an emphasis on integrity, transparency, and accountability as the primary means of achieving good governance.

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

In accordance with the Dutch Corporate Governance Code’s compliance principle of “comply-or-explain,” which permits Dutch companies to be fully compliant with the Dutch Corporate Governance Code by either applying the Dutch practices or explaining why the Company has chosen to apply different practices, we disclose in our 2024 Dutch Statutory Board Report that accompanies our Dutch Statutory Annual Accounts to what extent we do not comply with provisions of the Dutch Corporate Governance Code, together with the reasons for those deviations. Our 2024 Dutch Statutory Board Report may be found on the “Shareholder & Stock Info” section of our website at www.uniqure.com/shareholder-stock-info.

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CERTAIN RELATIONSHIPS AND RELATED PERSONS TRANSACTIONS

Pre-Approval Policy Regarding Related Person Transactions

The Board has adopted a related party transactions policy, pursuant to which the Chief Financial Officer and the Audit Committee are 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 interest. The Company’s Related Party Transactions Policy supplements the provisions in the Company’s Code of Conduct and the Company’s Corporate Governance Guidelines and Rules for the Board of Directors concerning potential conflict of interest situations. Pursuant to the Related Party Transactions Policy, the compensation of directors and senior management is 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:

Pursuant to the Related Party Transactions Policy, each Company executive officer, director or nominee for director or any other officer or employee who intends to cause the Company to enter into a related party transaction must fully disclose to the Chief Financial Officer all material facts concerning a prospective transaction or arrangement involving the Company in which such person may have an interest. The Chief Financial Officer will review the information and make a preliminary, written conclusion as to whether the transaction is a related party transaction. If the preliminary conclusion is that the transaction would be a related party transaction, the Chief Financial Officer will present the information and his conclusion to the Audit Committee for review. If a member of the Audit Committee is involved in the transaction, that member will not participate in determining whether the related party transaction is approved or ratified by the Audit Committee. Annually, the Audit Committee will review any previously approved or ratified related party transactions that are continuing and determine based on then-existing facts and circumstances.

Before any related person transaction is approved, the following factors are to be considered:

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 Person Transactions

Between January 1, 2024 and December 31, 2024, the Company did not engage in any 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.

Compensation Committee Interlocks and Insider Participation

None of the 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 serve, or in the 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 Board or our Compensation Committee during the fiscal year ended December 31, 2024. No directors served on our Compensation Committee in 2024 other than those described herein.

Compensation of and Grants of Options to Certain Related Parties

In the period ended December 31, 2024, 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 equity granted are included within the beneficial ownership table below.

Additionally, effective July 22, 2024, we entered into a Termination Agreement with Pierre Caloz following the termination of his role as his Chief Operating Officer in connection with the closing of the Lexington Transaction (as described under Compensation Discussion & Analysis – Other Business Developments”). Mr. Caloz’s Termination Agreement is filed as Exhibit 10.5 to the Company’s Annual Report on 10-K.

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SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

Based on information publicly filed and provided to us by certain holders, the following table shows the number of our Ordinary Shares beneficially owned as of March 31, 2025 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 NEOs and directors as a group. Beneficial ownership is determined in accordance with the rules of the SEC and 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 March 31, 2025 are considered outstanding. As of March 31, 2025, we had 54,729,000 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, 1105 BP Amsterdam, the Netherlands.

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* Represents beneficial ownership of less than 1% of our outstanding Ordinary Shares.

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Securities Authorized for Issuance under Equity Compensation Plans

The table below provides information about our Ordinary Shares that may be issued under our 2014 Share Incentive Plan, as amended and restated (the “2014 Plan”), our predecessor plans and outside these plans as of March 31, 2025:

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At the 2024 Annual Meeting, shareholders authorized our 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 December 18, 2025.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors and executive officers and persons who own more than 10% of our common stock, to file with the SEC initial reports of beneficial ownership and reports of changes in beneficial ownership. Directors, executive officers and greater than 10% stockholders are required by SEC regulations to furnish us with copies of all such reports.

Based solely upon a review of the Forms 3, 4, and 5, as applicable, furnished to us, we believe that our executive officers, directors, and greater than 10% beneficial owners filed their beneficial ownership and change in ownership reports with the SEC in a timely manner during the 2024 calendar year, with the exception of a Form 4 filing for Leonard Post related to transactions that occurred on June 13, 2024 in connection with the annual equity grant to Board members, which was inadvertently filed one day late due to technical challenges.

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COMPENSATION COMMITTEE REPORT

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

We have reviewed and discussed the Compensation Discussion & Analysis contained in this Proxy Statement with uniQure’s management, and based upon such review and discussion, we recommended to the Board that the Compensation Discussion & Analysis be included in this Proxy Statement and incorporated by reference in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 27, 2025.

The Compensation Committee

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COMPENSATION DISCUSSION AND ANALYSIS

In this Compensation Discussion and Analysis (the “CD&A”), we provide an overview and analysis of the compensation awarded to or earned by our named executive officers identified in the below (each, an “NEO”) during fiscal 2024, including the elements of our compensation program for NEOs, material compensation decisions made under that program for fiscal 2024 and the material factors considered in making those decisions.

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Executive Summary 

We are a leader in the field of gene therapy, seeking to deliver to patients suffering from rare and other devastating diseases single treatments with potentially curative results. We are advancing a focused pipeline of innovative gene therapies, including our clinical candidates for the treatment of Huntington’s disease, amyotrophic lateral sclerosis (“ALS”), refractory mesial temporal lobe epilepsy (“mTLE”) and Fabry disease.

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2024 Performance and Achievements

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In 2024, our NEOs played critical roles in the achievement of our goals to advance and expand our pipeline of leading gene therapy product candidates. The following is an overview of our product candidates and recent developments in each of our clinical programs and other business developments.

Huntington’s Disease Program (AMT-130)

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Huntington’s disease is a severe genetic neurodegenerative disorder causing loss of muscle coordination, behavioral abnormalities, and cognitive decline, often resulting in complete physical and mental deterioration over a 12 to 15-year period. The median survival time after onset is 15 to 18 years (range: 5 to >25 years). Huntington’s disease is caused by an inherited defect in a single gene that codes for a protein called Huntingtin (“HTT”). The estimated prevalence of Huntington’s disease is three to seven per 100,000 in the general population, similar in men and women, and it is therefore considered a rare disease.

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AMT-130 is our novel gene therapy candidate for the treatment of Huntington’s disease, which utilizes our proprietary, gene-silencing miQURE platform and incorporates an AAV vector carrying a miRNA specifically designed to silence the huntingtin gene and the potentially highly toxic exon 1 protein fragment. We are currently conducting a multi-center randomized, controlled Phase I/II clinical trial for AMT-130 in the United States (“U.S. study”), as well as an open-label Phase Ib/II study in Europe (“European study”) with the same early-manifest criteria for Huntington’s disease as the U.S. study. As of February 2025, we have enrolled 12 patients across the U.S. and the U.K. into a third cohort to further investigate both doses of AMT-130 together with perioperative immunosuppression using the current, established stereotactic administration procedure. The focus of this third cohort is to evaluate near-term safety and tolerability.

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In July 2024, we announced updated interim clinical data including up to 24 months of follow-up data from 29 patients enrolled in the U.S. study and the European study as of a March 31, 2024 cut-off date. In conjunction with the July 2024 update, we conducted a post-hoc statistical analysis of clinical outcomes for the 21 treated patients at 24 months compared to a propensity-weighted external control developed in collaboration with the Cure Huntington’s Disease Initiative using data from the TRACK-HD, TRACK-ON and PREDICT-HD natural history studies. The external control includes 154 patients that met the Phase I/II clinical trial eligibility criteria and whose data contributions were statistically weighted using propensity scoring to closely match the baseline characteristics of patients treated with AMT-130. Disease-related outcomes for these well-balanced cohorts were then compared after 24 months follow-up.

Measures of statistical significance in this analysis were based on nominal p values and are unadjusted. A summary of key observations related to efficacy from the July 2024 interim update is set forth below:

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In December 2024, we announced alignment with the U.S. Food and Drug Administration (“FDA”) on key elements of an accelerated approval pathway for AMT-130 Huntington’s disease. The FDA agreed that data from our ongoing Phase I/II study compared to a natural history external control may serve as the primary basis for a Biologics License Application (“BLA”) for accelerated approval and that the composite Unified Huntington’s disease rating scale (“cUHDRS”) may serve as an intermediate clinical endpoint for accelerated approval.

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Temporal Lobe Epilepsy Program (AMT-260)

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TLE affects approximately 1.0 million people in the U.S. and E.U. alone, of which approximately 0.3 million U.S. patients are inadequately treated through anti-seizure medications and are considered refractory. 240,000 of U.S. refractory TLE patients have a lesion in the mesial temporal lobe (hippocampus), which is expressed as sclerosis, atrophy or scarring. mTLE is often caused by brain injury, infections or prolonged febrile seizures which can lead to hyperexcitability of the hippocampus and repeated seizures which can further damage the hippocampus over time. Refractory mTLE patients have a poor quality of life and a reduced lifespan.

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AMT-260 is comprised of an AAV9 vector that locally delivers two engineered miRNAs designed to degrade the GRIK2 gene and suppress the aberrant expression of glutamate receptor subtype GLUK2 that is believed to trigger seizures in patients with refractory mTLE. We have initiated a Phase I/IIa clinical trial for AMT-260 that is being conducted in the United States and consists of two parts. The first part is a multicenter, open-label trial with two dosing cohorts of six patients each to assess safety, tolerability, and first signs for efficacy of AMT-260 in patients with refractory mTLE. The second part is expected to be a randomized, controlled trial to generate proof of concept data. The FDA-approved study protocol provides that the first three patients to be enrolled in the study are required to have MRI-confirmed unilateral, hippocampal sclerosis.

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In November 2024, we announced that the first patient had been dosed in the GenTLE Phase I/IIa clinical trial of AMT-260 for the treatment of mTLE. In addition, the FDA recently approved a protocol amendment expanding the inclusion criteria for certain patients in the first cohort to include patients with non-lesional mesial temporal lobe epilepsy in the non-dominant hemisphere.  

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Amyotrophic Lateral Sclerosis (AMT-162 for ALS-SOD1)

ALS, commonly known as Lou Gehrig’s disease, is a progressive and fatal neuromuscular disease with the majority of ALS patients dying within 2 to 5 years of receiving a diagnosis. Familial ALS, a hereditary form of the disease, accounts for 5-10% of cases, whereas the remaining cases (sporadic ALS) have no clearly defined etiology.

One of the genetic mutations that causes ALS is pathogenic mutations in the superoxide dismutase enzyme 1 (“SOD1”). SOD1 is an enzyme that is responsible for catalyzing toxic superoxide to hydrogen peroxide and dioxygen. While the exact mechanism for disease is not known, it is believed that a toxic gain of function in SOD1 results in oxidative stress and cell death of motor neurons. More than 100 pathogenic SOD-1 have been identified. Mutations are concentrated in a few regions of the protein. Mutations can be both dominant and recessive. Most common mutations occur in the D90A, G93A, A4H and D46R genes.

In January 2023, we announced that we entered into a global licensing agreement with Apic Bio for a novel, one-time, intrathecally administered gene therapy for ALS caused by SOD1 mutations (now known as AMT-162). AMT-162 is comprised of a recombinant AAVrh10 vector that expresses a miRNA designed to knock down the expression of SOD1 with the goal of slowing down or potentially reversing the progression of ALS in patients with SOD1 mutations. The FDA has cleared the IND application for AMT-162 and has granted Orphan Drug and Fast Track Designation.

In October 2024, we announced the first patient had been dosed in a Phase I/IIa clinical trial of AMT-162 (“EPISOD1”) for the treatment of SOD1-ALS. EPISOD1 is a Phase I/II multi-center, open-label trial of AMT-162 for the treatment of SOD1-ALS being conducted in the United States consisting of three dose-escalating cohorts with up to four patients each receiving a short course of immunosuppression prior to and after an intrathecal infusion of AMT-162. The trial will explore the safety and tolerability of AMT-162 and will assess exploratory signs of efficacy by measuring neurofilament light chain, a biomarker of neuronal damage, and SOD1 protein.

In January 2025, we announced that the independent data monitoring committee had recommended to proceed with enrollment of the second cohort after a review of the 28-day safety data from the first cohort.

Fabry disease program (AMT-191)

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Fabry disease is a progressive, inherited, multisystemic lysosomal storage disease characterized by specific neurological, cutaneous, renal, cardiovascular, cochleo-vestibular, and cerebrovascular manifestations. Fabry disease is caused by a defect in a gene that encodes for a protein called α-galactosidase A (“GLA”). The GLA protein is an essential enzyme required to breakdown globotriaosylsphingosine (“Gb3”) and lyso-globotriaosylsphingosine (“lyso-Gb3”). In patients living with Fabry disease, Gb3 and lyso-Gb3 accumulate in various cells throughout the body, causing progressive clinical signs and symptoms of the disease. Current treatment options, which consist of bi-weekly intravenous enzyme replacement therapy, typically have no therapeutic benefit in patients with advanced renal or cardiac disease. Studies have also shown that a majority of male patients develop antibodies that inhibit the GLA protein and interfere with therapeutic efficacy.

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AMT-191 is our investigational gene therapy candidate for the treatment of Fabry disease. AMT-191 is comprised of an AAV5 capsid that incorporates the α-galactosidase A (GLA) transgene and a proprietary, highly potent, liver-specific promoter. We are conducting a Phase I/IIa clinical trial in the United States. The multicenter, open-label clinical trial consists of two dose-escalating cohorts of three patients each to assess safety, tolerability, and efficacy of AMT-191 in patients with Fabry disease. Three patients will be dosed in the initial dose. If no dose-limiting toxicology is identified, the dose will be escalated. If dose-limiting toxicology occurs in one of the three initial patients, three additional patients will be enrolled at the same dose level. If no additional patients in the cohort experience a dose-limiting toxicology, the dose will be escalated. Assessments will be made at three- and six-months post-treatment.

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In August 2024, we announced that the first patient has been dosed in a Phase I/IIa clinical trial of AMT-191 for the treatment of Fabry disease. In September 2024, we announced the FDA granted Orphan Drug Designation to AMT-191 and in October 2024, the FDA granted Fast Track Designation to AMT-191.

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In February 2025, we announced the completion of enrollment in the first cohort of the Phase I/IIa trial. Additionally, the trial’s Independent Data Monitoring Committee (IDMC) reviewed safety data from the initial two patients enrolled in the first cohort. The IDMC’s review did not identify any significant safety concerns and recommended proceeding with enrollment in the second cohort.

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Sale of commercial manufacturing activities

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In June 2024, our affiliates, uniQure Inc. and uniQure biopharma B.V., entered into an asset purchase agreement (the “APA”) with Genezen Holdings Inc. and its subsidiary, Genezen MA, Inc. (together “Genezen”) to sell certain assets and assume certain liabilities related to our manufacturing facility and operations in Lexington, Massachusetts (“Lexington Transaction”). The Lexington Transaction closed in July 2024. In connection with the closing of the Lexington Transaction, Genezen extended offers of employment to a significant majority of our employees located at the Lexington facility and our Chief Executive Officer, Matthew Kapusta, joined the board of directors of Genezen.

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Organizational restructuring

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In August 2024, we announced a global organizational restructuring resulting in the elimination of approximately 300 positions or 65 percent of our workforce, which was substantially complete as of the end of 2024. These actions were the outcome of a comprehensive review of our operations with the goals of conserving capital and streamlining the organization.

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Compensation Philosophy and Principles

We operate in a competitive, rapidly changing and heavily regulated industry. The long-term success of our business requires us to be resourceful, adaptable, and innovative. The skills, talent, and dedication of our executive officers are critical components to our success and the future growth of the company. Therefore, our compensation program for all of our executive officers, including our NEOs, is designed to attract, retain, and incentivize the best possible talent.

The Compensation Committee has established core objectives for our executive compensation program that are designed to attract and retain the talent we believe is necessary to successfully lead uniQure and our employees globally.

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How We Determine Executive Compensation

Compensation Oversight

The Compensation Committee is composed of independent directors who, as of the end of 2024, were Messrs. Balachandran, Kaye, and Meek, with Mr. Balachandran serving as the Chair. The Compensation Committee’s authority, duties and responsibilities are set out in the Compensation Committee’s charter, which can be found on our website: www.uniqure.com/investors-media/corporate-governance.

The overarching purpose of the Compensation Committee is to oversee the Board’s discharge of its responsibilities relating to uniQure’s compensation policies, plans and programs for its executive officers and directors. The Compensation Committee is accountable for any changes in compensation for the Chief Executive Officer, and the Chief Executive Officer is not included in any discussions regarding changes to his own compensation, which is ultimately subject to full Board approval. For other NEOs, recommendations are made by the Chief Executive Officer and subsequently reviewed and approved by the Compensation Committee. Overall compensation for our NEOs may increase or decrease year-to-year based upon, among other things, the officer’s annual performance or changes in his or her responsibilities.

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The Annual Compensation Committee Process

The Compensation Committee meets periodically throughout the year to consider the topics listed below, broken down by the quarter in which they are typically addressed.

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Additional meetings are scheduled on an as needed basis. In 2024 the Compensation Committee met eight times.

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Use of an Independent Advisor

As set out in its charter, the Compensation Committee has the authority to retain outside consultants to provide independent advice to the Compensation Committee. In 2024, the Compensation Committee retained WTW, a global human resources consulting firm, as its independent compensation consultant for fiscal year 2024. WTW reported directly to the Compensation Committee and took direction from the Chair of the Compensation Committee.

During 2024, WTW assisted in designing and reviewing our management and director compensation programs, including reviewing the compensation peer group, providing market data on all aspects of compensation, reviewing long-term incentive grant practices, attending Compensation Committee meetings, and providing general advice.

The Compensation Committee considered the analyses and advice provided by WTW as well as support and insight from management when making compensation decisions.

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The Compensation Committee has assessed the independence of WTW taking into account, among other things, the factors set forth in Exchange Act Rule 10C-1 and Nasdaq listing standards, and concluded that no conflict of interest has arisen with respect to the work that WTW performs for the Compensation Committee.

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Managing Compensation-Related Risk

The Company operates in a highly regulated and competitive sector, and managing risk is embedded in the way the Company is run and operates. The Board has delegated to the Compensation Committee responsibility to oversee compensation-related risk.

The Compensation Committee annually evaluates whether there are potential risks arising from our compensation policies and practices as part of our annual risk assessment performed by management and reported to and discussed with the Board. The Compensation Committee believes that our compensation policies and practices do not encourage our executives to take excessive risks that could reasonably be expected to materially threaten the value of the Company. Our compensation policies and practices diversify the risks associated with any single element of the executives’ compensation. Specifically, the executive compensation programs and processes are designed to align with the short- and long-term strategies that support a high-performing, sustainable business. Additionally, our individual and corporate goals are thoughtfully determined prior to the start of the applicable performance periods for short-term and long-term incentive programs with key priorities aligned to the long-term strategy.

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Compensation Peer Group

The Compensation Committee, with the support of WTW, conducts an annual review of the peer group used for benchmarking compensation levels. A peer group review was performed in 2023 and approved in September 2023 to inform 2024 compensation decision making (the “2024 Peer Group”). The 2024 Peer Group is comprised of sixteen publicly traded, biopharmaceutical companies with similar profiles based on multiple factors, including number of employees, market capitalization, research and development expense, revenue, and pipeline profile.

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The 2024 Peer Group is comprised of the following companies:

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The 2024 Peer Group reflects the removal of Adverum Biotechnologies, Arrowhead Pharmaceuticals, Dynavax Technologies, Epizyme, and Invitae Corporation, as well as the addition of Agios Pharmaceuticals, bluebird bio, Rocket Pharmaceuticals, and Sage Therapeutics.

At the time of its approval, the 2024 Peer Group reflected the following characteristics:

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The Compensation Committee determined that uniQure’s size relative to the peer group was appropriate for the purpose of compensation comparisons and benchmarking. For executive roles where insufficient publicly available data was available to inform market comparisons based on proxy statement disclosures, the Compensation Committee additionally referenced survey data provided by WTW for similarly sized biotechnology and biopharmaceutical companies.

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Compensation Elements

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

In summary, our compensation program is designed to be straightforward with five core elements, three of which are compensation related and two of which are benefits reflecting local market practices for each NEO.

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2024 Compensation Decisions and Outcomes

Base Salary

As described below, our NEOs receive a base salary, the terms of which are subject to each of their individual employment agreements. The Compensation Committee annually reviews each named executive officer’s base salary and may adjust such individual’s base salary after considering his or her responsibilities, performance and contributions to the Company and the Company’s overall performance. Additionally, the Compensation Committee will consider market data, with a view to ensuring base salary is set competitively, with a philosophy of targeting approximately the 50th percentile, taking into consideration the above factors. Based on that analysis and the recommendation of our Compensation Committee, the Board made adjustments from the prior year to the base salaries of our NEOs.

The 2024 base salary for our NEOs is described below:

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Short-term Incentive

The Company’s short-term incentives to NEOs provide an opportunity for our NEOs to earn an annual cash bonus, contingent on the successful achievement of goals with various program areas aligned with our strategic objectives. The award of any annual bonuses is subject to the approval of the Board in its discretion.

Any annual cash bonus for the Chief Executive Officer is based solely on the assessment of company-wide performance. For the other NEOs, 80% of their opportunity is based on the same company-wide performance, with the remaining 20% based on individual performance.

Bonus opportunities for the NEOs in 2024 were as follows:

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There were no changes to the NEOs target bonus levels in 2024. Annually, we evaluate and establish performance targets based on the corporate goals that are adopted by the Board. Our performance targets are generally based on the achievement of a key set of core objectives considered essential to our successful performance over a given calendar year. These core objectives are designed across the range of functions of the Company, including clinical, research and technology, regulatory, manufacturing, finance, and other general and administrative functions.

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Our performance against targets is reviewed periodically with the Board throughout the year. At the end of the calendar year, we assess the overall performance, which is then used for compensation decisions, including the payment of annual incentive bonuses.

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In early 2024, the Board approved the following corporate objectives and the relative weighting at target for such objectives:

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Our corporate objectives for 2023 to 2024 measured both “Clinical & Operational Execution” as well as “Organizational Health”. We updated our corporate objectives from measuring “Growth & Innovation” in 2023 to measuring “Transformation & Innovation” in 2024. The rationale for the change in 2024 was to better align our corporate objectives with our strategic objectives and business plans over the course of 2024, including the sale of our Lexington manufacturing facility and the organizational restructuring described above, which were more accurately characterized as “transformational” objectives rather than “growth” objectives. We believe these objectives were critical throughout 2024 to the successful execution of our long-term strategy and the creation of sustainable shareholder value. In developing these objectives and sub-objectives, each is assigned a relative weighting and time frame for achievement, which ultimately informs the rating assigned at year-end. Each objective had at least two associated sub-objectives. At the time these objectives and sub-objectives were established, the Compensation Committee believed that they were challenging but attainable for the Company.

To achieve the annual cash bonus, the total performance related to all key goals must exceed a minimum threshold of 50%. The maximum total performance related to all key goals cannot exceed 150%. The total performance is determined by taking the weighted average of each of the goals. If overall performance is assessed at below 50%, no annual cash bonus is paid, and if overall performance assessed at above 150%, the annual cash bonus is capped at 150% of the target bonus.

While the specific goals are not disclosed for each objective given their potential competitive sensitivity, the following achievements in 2024 were factors taken into consideration when assessing Company performance:

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The following table provides a breakdown of how the Board, and the Compensation Committee, with respect to our Chief Executive Officer and remaining NEOs respectively, determined that we performed when measured against each of these corporate objectives during 2024:

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In consultation with our NEOs, Mr. Kapusta established individual goals for each NEO at the beginning of 2024 that (i) were specific to each NEO’s area of responsibility and (ii) were intended to support our corporate objectives for 2024. At the time these goals were established, Mr. Kapusta believed they were challenging but attainable, and attainment was uncertain. Mr. Kapusta’s and Dr. Potts’ achievement aligned with the company’s overall achievement. Dr. Abi-Saab

received a higher individual goal achievement based on the advancement of the Huntington’s disease program. Mr. Klemt received a higher individual goal achievement based on exceeding conservation of capital goals and playing a vital role in the manufacturing facility divestiture and the organizational restructuring. The combination of corporate and individual performance resulted in the following 2024 actual bonus payments:

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2024 Long-Term Incentive Awards

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

For 2024, the Compensation Committee determined that annual long-term incentive awards would be granted in the form of share options and restricted share units. This combination of vehicles balances our objectives of long-term performance and shareholder value creation with executive retention and market competitiveness. Options require our stock price to increase, and to do so in a sustainable way, for the awards to have and retain value. The Compensation Committee believes these provide a compelling performance orientation.

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

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Target equity awards are approved each year by the Compensation Committee, based on a combination of factors including performance against corporate and individual goals, granting history in prior years, impact on share utilization and dilution, impact of the individual on achieving the Company’s corporate goals, relative grant levels among executives, market practices and other relevant factors. In determining and approving award values, the Compensation Committee reviews data for our peer group and the overall total compensation of our executive officers. Considering the overall corporate performance and individual achievement, our Compensation Committee typically recommends that the Board grant long-term incentive equity awards that were commensurate with reference to the 25^th - 75^th percentile of our peer group. In establishing the mix of long-term incentives to award our NEOs, the Compensation Committee referenced market data for our peers, which found that most competitors grant awards in either stock options or a combination of stock options and restricted stock units.

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Over the course of 2023, the Company’s share price declined by over 70% from $22.67 per Ordinary Share on December 30, 2022 to $6.77 per Ordinary Share on December 29, 2023. The Compensation Committee considered this decline and our shareholder dilution, in addition to market data for our peers, when determining the annual equity grant for March 2024. The Compensation Committee intentionally deviated from its typical market positioning approach and reduced the fair value of the 2024 annual equity grants below the market 25^th percentile of our peer group. The awards had the following fair market values as of the March 2024 grant date (rounded to the nearest thousand).

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Target Pay Mix

A significant portion of our NEOs’ target compensation is variable and at risk, granted through a combination of short-term and long-term incentives intended to maximize alignment with our shareholders and long-term value creation. The 2023 target compensation mix for Mr. Kapusta was 90% at risk (reflecting the combined short-term and long-term incentive component, calculated based on grant date fair value) and 10% not at risk (reflecting the salary component). In 2023, for our NEOs other than Mr. Kapusta, we targeted a range of 75% to 80% at-risk compensation and 20% to 25% of not-at-risk compensation. The overall compensation structure for our NEOs other than Mr. Kapusta was adjusted to determine an appropriate mix on a position-by-position basis based on peer group data for each position.

In 2024, as described in “2024 Long-Term Incentive Awards”, the Compensation Committee reduced the target fair value of the 2024 annual equity below the market 25^th percentile of our peer group, reflecting a deviation from prior years where the Company targeted the 25^th to 75^th percentile of our peer group. This decision resulted in a decrease in the long-term incentive portion of the pay mix for the NEOs. The 2024 long-term incentive grants represented a one-time change based on our ordinary share price performance and other considerations aimed at reducing dilution to our existing shareholders. When granting 2025 long-term incentive awards, the Compensation Committee expects to resume its typical practice of targeting fair market value between the 25^th and 75^th percentile of our peer group.

Vesting of 2021 Performance Share Units

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In 2021 the Compensation Committee determined to award key leaders, including the NEOs, a one-time performance-based equity grant to support the retention of employees and align the organization around key value drivers for the company. As a result of the achievements described above with respect to our Huntington’s disease, ALS-SOD1, and Fabry disease program, the PSUs vested in the fourth quarter of 2024 and the first quarter of 2025. PSUs associated with Huntington’s disease program performance vested at 80% achievement of target. PSUs associated with ALS-SOD1 and Fabry disease program performance vested at 60% achievement of target.

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2024 One-Time Performance Grant

In November 2024, the Compensation Committee awarded a one-time targeted performance grant to Dr. Abi-Saab (the “2024 Performance Grant”). The purpose of the 2024 Performance Grant was to incentivize the achievement of specific milestones related to the execution of Huntington’s disease and mTLE-related program goals that are critical to our success and the generation of shareholder value. The 2024 Performance Grant is at-risk, can be fully assessed by the end of June 2026, and includes a performance cash bonus and performance share units. The target value of the performance cash is $284,000 and the target value of the performance share units is $584,000 (as of the date of grant, rounded to the nearest thousand). Dr. Abi-Saab’s 2024 performance grant was a one-time grant that will not be a recurring component of Dr. Abi-Saab’s or any other NEO’s compensation.

Policies and Practices Related to the Grants of Certain Equity Awards

Clawback Policy

In December 2021, the Board adopted a Compensation Clawback Policy (the “Clawback Policy”) and revised the Clawback Policy in December 2023 to comply with Nasdaq listing requirements. A detailed description of the Clawback Policy can be found under the heading “Other Executive Compensation” and the full Clawback Policy is available on our website at www.uniqure.com/investors-media/corporate-governance.

Chief Executive Officer Pay Ratio

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

The following table sets forth a summary of the median of the annual total compensation of employees of the Company (other than the Chief Executive Officer), the annual total compensation of our Chief Executive Officer and the ratio of such amounts.

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Methodology

Our methodology for determining our CEO pay ratio relies on reasonable estimates and assumptions calculated in a manner consistent with Item 402(u) of Regulation S-K.

To identify the median employee, we calculated the 2024 total annual compensation of the median employee in accordance with the requirements of the executive compensation rules for the Summary Compensation Table (Item 402(c)(2)(x) of Regulation S-K). Specifically, we used total wages earned as our consistently applied compensation measure excluding the Chief Executive Officer, which we obtained from our payroll records across our global employee population. We calculated the total wages earned in the 2024 calendar year and adjusted the pay of employees in Europe from Euros to U.S. Dollars using the average exchange rate that we applied in our audited financial statements. For each employee who started his or her employment after January 1, 2024, we adjusted the total wages earned by such employee to reflect his or her annualized wages earned.

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We then calculated our median employee’s compensation in 2024 and determined that the total annual compensation of our median employee was $127,750 as of December 31, 2024.

Our Chief Executive Officer to median employee pay ratio is 24 to 1.

The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies, including our compensation peer group, may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

Employment Agreements

Matthew Kapusta

On April 15, 2025, uniQure, Inc., our wholly owned subsidiary, entered into an amended and restated employment agreement with Matthew Kapusta (the “Amended and Restated Kapusta Agreement”), pursuant to which Mr. Kapusta continues to serve as our President and Chief Executive Officer.

The Amended and Restated Kapusta Agreement was entered into for the primary purpose of consolidating the previous employment agreement between uniQure, Inc. and Mr. Kapusta, which was originally entered into as of December 9, 2014, and amended as of October 19, 2016, March 14, 2017, October 26, 2017, and December 20, 2017 respectively (collectively, the “Prior Agreement”), into a single agreement and to: (i) conform with changes in law; (ii) increase Mr. Kapusta’s base salary and annual bonus target; (iii) extend the term so that the Amended and Restated Kapusta Agreement will be in effect until terminated by uniQure, Inc. or Mr. Kapusta pursuant to its terms; and (iv) amend the severance entitlements that Mr. Kapusta would be entitled to in the event of a qualifying termination of employment (as described more fully below).

Pursuant to the Amended and Restated Kapusta Agreement, Mr. Kapusta receives the following compensation: (i) an annual base salary of $676,700, which will be reviewed annually for increase, (ii) eligibility to receive an annual performance bonus with a target amount of 60% of Mr. Kapusta’s base salary, and (iii) eligibility to receive long-term cash-based or equity incentives at the Board’s discretion, under the 2014 Plan, as amended, or any successor plan thereto. For additional information on Mr. Kapusta’s compensation, see “Compensation Discussion & Analysis”.

The Amended and Restated Kapusta Agreement provides that if Mr. Kapusta’s service with uniQure, Inc. is terminated by uniQure, Inc. without cause or by Mr. Kapusta for good reason, then Mr. Kapusta will receive the following severance benefits:

The Amended and Restated Kapusta Agreement further provides that if Mr. Kapusta’s service with uniQure, Inc. is terminated by uniQure, Inc. without cause or by Mr. Kapusta for good reason, in each case, within 90 days prior to or one year following the change in control, then in lieu of the severance benefits described above, Mr. Kapusta will receive the following severance benefits:

In order to receive any severance under the Amended and Restated Kapusta Agreement, Mr. Kapusta must sign and not revoke a general release of claims in our favor. In addition to the severance described above, in the event Mr. Kapusta’s employment with uniQure Inc. terminates due to his death or disability, he will be entitled to a lump sum bonus payment pursuant to the Amended and Restated Kapusta Agreement.

The Amended and Restated Kapusta Agreement contains restrictive covenant obligations, including confidentiality, non-competition, non-solicitation, and mutual non-disparagement covenants, generally consistent with the Prior Agreement, amended as needed to comply with Massachusetts law. Payments and benefits under the Amended and Restated Kapusta Agreement are reduced to the maximum amount that does not trigger excise tax under Sections 280G and 4999 of the Code, unless Mr. Kapusta would be better off, on an after-tax basis, had he received all payments and benefits and paid all applicable excise and income taxes. The compensation payable to Mr. Kapusta under the Amended and Restated Kapusta Agreement is subject to any applicable clawback, recoupment or forfeiture policy approved by the Board, as in effect from time to time.

A copy of the Amended and Restated Kapusta Agreement will be filed with our forthcoming quarterly report on Form 10-Q for the quarter ending March 31, 2025. The foregoing is not a complete description of the Amended and Restated Kapusta Agreement and is qualified in its entirety by reference to the full text of such agreement.

Walid Abi-Saab

Dr. Abi Saab entered into an employment agreement with Corlieve Therapeutics AG, effective June 26, 2023, for the role of Chief Medical Officer (the “Abi-Saab Employment Agreement”).

The Abi-Saab Employment Agreement provides that Dr. Abi-Saab receives the following compensation: (i) an annual base salary of CHF 460,000, plus any mandatory contributions for family and children allowances, (ii) eligibility to participate in any bonus program of Corlieve Therapeutics AG (or other members of the Group Company (as defined in the Abi-Saab Employment Agreement)) and to receive an annual bonus with a target amount of 50% of his annual base salary, (iii) eligibility to receive equity incentives pursuant to an equity incentive program of the Company, including a one-time grant of options to purchase 115,800 Ordinary Shares and a grant of 67,200 restricted share units under the applicable equity incentive plan. The Abi-Saab Employment Agreement also provides that Dr. Abi-Saab was to receive a one-time signing bonus of CHF 89,805, subject to repayment in the event that Dr. Abi-Saab’s employment terminated under certain circumstances set forth in the Abi-Saab Employment Agreement. For additional information on Dr. Abi-Saab’s compensation, see “Compensation Discussion & Analysis”.

In the event that Dr. Abi-Saab’s employment is terminated by Corlieve Therapeutics AG within 90 days prior to or 12 months following a change in control, Dr. Abi-Saab receives the following severance benefits:

Dr. Abi-Saab is not entitled to receive the above change in control severance benefits if his employment is terminated in connection with a change of control due to any of the following: (i) summary dismissal for good cause by Corlieve Therapeutics AG, (ii) Dr. Abi-Saab having given Corlieve Therapeutics AG good cause to terminate his employment, (iii) Dr. Abi-Saab’s breach of any duties and failure to remedy such duties within 30 days of receiving notice of breach, (iv) termination following Dr. Abi-Saab incurring an illness lasting for at least six months, and (v) poor performance after having been put on a performance improvement plan for at least 90 days and having failed to meet the established targets. Payment of the change in control severance payments under the Abi-Saab Employment Agreement is conditioned upon Dr. Abi-Saab’s execution of a separation agreement including release of claims and reinstatement of all restrictive covenants.

In addition, in the event of a change in control of uniQure N.V., provided that Corlieve Therapeutics AG is a direct or indirect subsidiary or affiliate of uniQuire N.V., the vesting of any of Dr. Abi-Saab’s outstanding equity awards will be accelerated, and any stock options will be exercisable from the date immediately prior to the change in control through the earlier of the 18 month anniversary of the change of control or the expiration of the stock options.

The Abi-Saab Employment Agreement contains restrictive covenant obligations, including intellectual property, non-competition, non-solicitation, and confidentiality covenants.

The Abi-Saab Employment Agreement continues in effect until either party provides six months’ advance notice, provided that Dr. Abi-Saab’s employment will terminate automatically at the end of the month in which he reaches retirement age or incurs a permanent disability according to applicable law.

The Abi-Saab Employment Agreement is to continue in force from year to year unless terminated in accordance with its terms. A copy of the Abi-Saab Employment Agreement is filed as Exhibit 10.16 to our Annual Report. The foregoing is not a complete description of the Abi-Saab Employment Agreement and is qualified in its entirety by reference to the full text of such agreement.

Pierre Caloz

Mr. Caloz entered into an employment agreement with uniQure biopharma B.V. (“uniQure biopharma”) effective May 17, 2021, for the role of Chief Operations Officer (the “Caloz Employment Agreement”).

The Caloz Employment Agreement provides Mr. Caloz with the following compensation: (i) an annual base salary of CHF 463,760 per year, (ii) eligibility to receive an annual bonus with a target of 50% of Mr. Caloz’s annual base salary, and (iii) eligibility to participate in the employee share plans of the Company. The Caloz Employment Agreement also provides for a one-time sign-on bonus equal to CHF 180,103, subject to repayment if Mr. Caloz’s employment terminated under certain circumstances during the first year of his employment as set forth in the Caloz Employment Agreement. For additional information on Mr. Caloz’s compensation, see “Compensation Discussion & Analysis”.

Mr. Caloz is not eligible to receive severance benefits under the Caloz Employment Agreement if his employment is terminated by uniQure biopharma due to any of the following: (i) summary dismissal for good cause, (ii) Mr. Caloz having given uniQure biopharma good cause to terminate his employment, (iii) Mr. Caloz’s breach of any duties and failure to remedy such duties within 30 days of receiving notice of breach, (iv) termination following Mr. Caloz incurring an illness lasting for at least six months, and (v) poor performance after having been put on a performance improvement plan for at least 90 days and having failed to meet the established targets.

Upon any other termination of employment by uniQure biopharma, Mr. Caloz is entitled to receive the following severance benefits:

The Caloz Employment Agreement provides that if Mr. Caloz’s employment is terminated by uniQure biopharma within 90 days prior to or 12 months following a change in control, then in lieu of the severance benefits described above, Mr. Caloz receives following severance benefits: