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AGM 2020

Jun 30, 2020

Håkan Björklund
Chairman of the Supervisory Board, QIAGEN

Ladies and gentlemen, my name is Håkan Björklund. I'm the Chairman of the Supervisory Board of QIAGEN NV, and I would like to welcome you all to this truly unusual Annual General Meeting of the shareholders of QIAGEN. This is a very important and historic event for QIAGEN, given that we also have various agenda items related to the proposed acquisition of QIAGEN by Thermo Fisher Scientific. This meeting is not to make a final decision on that transaction, since it's up to each individual shareholder to decide whether to accept the offer or not. This meeting provides an opportunity to discuss the offer and provide you with relevant information as you make a decision. It is unfortunate that we could not meet in person and provide you physical access to this meeting due to the global outbreak of COVID-19.

At the same time, I'm pleased that many of you are able to participate via the webcast. This solution is in the best interest of protecting the health and safety of you, as well as our team involved in this Annual General Meeting . We, as a team at QIAGEN , are also participating virtually in various locations as a result of the unprecedented situation. Myself, I am participating from Sweden, while Thierry Bernard, our Chief Executive Officer, is participating from Boston. At the usual Annual General Meeting location in Venlo, the Netherlands, are the following people, all of whom are living in Germany or the Netherlands. First, Mr. Roland Sackers, who is Chief Financial Officer and Managing Director of QIAGEN . Joining Roland is my colleague in the Supervisory Board, Dr. Metin Colpan, and Professor Martin van Olffen, civil law notary with De Brauw Blackstone Westbroek, acting as secretary of the meeting. And lastly, our auditor, Mr. John van Olden of KPMG, is also participating in the meeting.

Additionally, my fellow Supervisory Board members are following the Annual General Meeting via the webcast. The Supervisory Board has decided that in the unfortunate event that I would not be able to share this meeting anymore due to any unforeseen technical failure, Roland will replace me during this meeting and take over as Chair. Also, given the number of agenda items, we plan to have a 15-minute pause after agenda item number 15. As I mentioned at the start, this meeting will cover a number of agenda items related to the recommended offer by Thermo Fisher Scientific for all ordinary shares of the company, in addition to the annually recurring items.

We felt that it was in the best interest of our shareholders to consolidate these matters into one meeting, given the deadline to hold the annual meeting by June 30 of this year, as well as the requirement to discuss the transaction at least six business days before the end of the offer period, which is July 27. This is considered the first transaction involving Dutch, German, and U.S. jurisdictions, and the agenda items and shareholder resolutions have been structured to reflect the interplay of the laws of these three countries. The official language of this meeting shall be English. Mr. van Olffen will act as secretary of this meeting, and I would like to formally appoint him as such in accordance with Article 32, paragraph 1 of the Articles of Association.

To ensure as much interaction as possible, shareholders who held shares on the record date for this meeting have been given the opportunity to submit written questions regarding the agenda items via email prior to the meeting. We have received a number of timely and properly submitted questions from shareholders, and these will be addressed during this meeting at the respective agenda items. Questions will be combined and answered thematically. Answers will be given verbally. Shareholders who have submitted written questions prior to the meetings, in accordance with the procedure set out in the notice for this meeting, will have the opportunity to ask follow-up questions relating to their earlier written questions during the meeting. These specific shareholders have received login details on the email address they used to submit their earlier written questions.

With this login details, they can log into the webcast and submit their follow-up questions to our moderator via the chat function in English or in Dutch. If they're in Dutch, they will be translated by Mr. van Olffen. We'll do our utmost to answer the follow-up questions at the end of the meeting under agenda item 22. If it's not possible to answer a follow-up question during the meeting, the response will be included in the minutes of the meeting. The draft minutes will be available on our website within three months after this Annual General Meeting . Shareholders have been given the opportunity to exercise their voting rights prior to the meeting by granting a proxy to vote to Mr. Christoph Rieckmann, an attorney from Linklaters. As set out in the notice for this Annual General Meeting , no votes can be cast by shareholders during this meeting.

The voting results will be announced at each voting item and published at our website within 15 days after the Annual General Meeting . Unless specifically indicated differently, all proposals presented to the shareholders during this Annual General Meeting shall be validly adopted if they're adopted by a simple majority of the votes cast. On June 2, 2020, which is the record date for determination of record holders of shares entitled to remotely follow and vote by proxy at this meeting, the total issued share capital of the company amounted to €2,308,293.09 and consisted of 230,829,308.67 shares at €1.00 each. Each whole shares entitles the holder to cast one vote, except for the 2,361,798.33 shares held in treasury by the company, and 46.34 fractional shares are excluded from voting. As a result, at the record date, the total number of voting rights amounted to 228,467,464 votes.

Mr. van Olffen has informed me that the holders of 142,190,297 ordinary shares in the capital of the company are represented at this meeting, which in total may cast an actual equal number of votes. This represents 62% of the issued share capital. I would like now to continue with item number two on the agenda. The second item on the agenda is the report of the Managing Board for the calendar year 2019. Thierry will give a presentation on the strategic developments of QIAGEN , and Roland will give a presentation on the financial performance.

I would now like to hand the word to Thierry.

Thierry Bernard
CEO, QIAGEN

Thank you, Mr. Chairman, and thank you, Håkan. Welcome all to this web-based AGM, and as a first point, obviously, no matter where you are watching from, we really very much appreciate your interest in QIAGEN . The in-person discussions that are part of Annual General Meeting are very important to us and a way for us to have a dialogue with our shareholders and particularly private investors, but as said by Håkan, our Chairman, we regret that we cannot come together because health, obviously, comes first for you, but also for our team. As we look back at 2019, it is certainly an eventful year at QIAGEN and a period of change, but we have a committed team that has continued to undertake actions to ensure growth and create values for our shareholders and other stakeholders.

Before we begin, let me cover our safe harbor statement. The discussion and responses to your questions during this Annual General Meeting reflect management's view as of today, Tuesday, June 30, 2020. We will be making statements and providing responses to your questions that state our intentions, beliefs, expectations, or predictions of the future. Those constitute forward-looking statements for the purpose of the safe harbor provision. Those statements involve risks and uncertainties that could cause actual results to differ materially from those projected. QIAGEN disclaims any intention or obligation to revise any forward-looking statement. For more information, please refer to our filings with the U.S. Securities and Exchange Commission. We will also be referring to certain financial metrics not prepared in accordance with generally accepted accounting principles. You can find, however, a reconciliation of those figures to GAAP in our quarterly and annual reports.

Let's spend a bit of time on our company. In case you are not familiar with our story, you know that QIAGEN has been developing for the last more than 25 years a dynamic and very innovative portfolio. At QIAGEN , we provide Sample to Insight solutions that offer our customers all over the world the ability to unlock valuable molecular insights from biological samples. Our portfolio is designed to address two customer classes. First, the L ife Sciences , which include academia, applied testing, and pharma customers, and also molecular diagnostics, which involve our customers in clinical healthcare and, in particular, as well, our activities for precision medicine. In academia, scientists are exploring the secrets of life in molecular mechanisms and pathways, as well as translating discoveries into new drug targets or commercial applications. In applied testing, governments or industry organizations are safeguarding the public in fields such as forensics and food safety.

Pharmaceutical and biotechnology companies are using molecular insights and testing to guide drug discovery, develop strategies for personalized therapies, and manage, of course, clinical trials. In molecular diagnostics, healthcare providers are using molecular insights to guide patient care, especially in our three focus areas: oncology and companion diagnostics, infectious diseases, and we will see how relevant it is today with the coronavirus pandemic and immune monitoring through our flagship QuantiFERON test for TB detection. Being a leader in in Vitro Diagnostics and Life Sciences, QIAGEN obviously has a very large global presence. You can see this in our slide, where you see our expansion both in emerging and also developed countries. Our sales are very well distributed across the globe. In 2019, about 16% of total sales came from emerging markets, and this is steadily increasing over the recent years.

QIAGEN currently has more than 35 subsidiaries in over 25 countries and a global network of commercial partners in more than 60 countries. As I think you are well aware, our headquarters is in Venlo in the Netherlands, and we have also key operational sites in Hilden, Germany, Germantown, Maryland in the U.S., and Shanghai in China. In the next slides, we will review our portfolio activities. As a mid-cap company, we are targeting attractive growth opportunities across our portfolio of Sample to Insight solutions. Total sales for QIAGEN are almost equally split between customer classes, with 52% coming from customers in L ife Sciences and 48% coming from customers in molecular diagnostics, and as in many in vitro diagnostic companies, we have two product groups: recurring consumables and related revenues, including our bioinformatics portfolio, which are representing 89% of our sales, and instruments provide 11% of those sales.

As I mentioned before, 2019 really has been a period of strategic change and important development for our company. But I strongly believe, together with our Supervisory Board and our Executive Committee, that we have emerged as a stronger and more focused organization. First of all, as you have seen last year, we revisited our approach to the clinical next-generation sequencing market and made a crucial decision to reorient our strategy to better capture opportunities in this very growing market. This came as we also decided to end a joint venture in China for our GeneReader next-generation sequencing system and future next-generation sequencing solutions. Given that this market has evolved dynamically over the last couple of years, we decided to discontinue the development of our own NGS solution and instruments.

At the same time, we entered into a partnership with Illumina to develop NGS-based in vitro diagnostic assays for use on their system around the world. And you see here a key also strategy of QIAGEN. We partner anytime necessary with the best. And this alliance with Illumina is the alliance between a number one company like QIAGEN in chemistry and a number one company like Illumina in instrumentation. This will allow us to leverage our deep expertise in developing companion diagnostics for leading pharmaceutical companies, as well as in bioinformatics solutions with Illumina's excellence in NGS instrumentation.

In 2019, we also decided to move ahead with plans to optimize the efficiency of our organization. This, first of all, includes consolidating our sales team into the three business areas, shifting as well to a regional structure in our operation organization, and expanding our key business service centers in Wrocław and Manila. I remind you all that we have three business areas: L ife Science, Molecular Diagnostic, and what we call also QIAGEN Digital Insights, which is our bioinformatics solution. As you know, we were approached in the fall of 2019 by multiple companies expressing interest in reviewing strategic combinations with QIAGEN. Those offers were extremely carefully examined by our Supervisory Board and Management Board in an in-depth and careful process in which potential alternatives were also explored that could provide potentially greater value creation opportunities than QIAGEN's standalone growth prospect. The agreement with Thermo Fisher was reached in March 2020, and this will be reviewed in detail later during our meeting today.

Finally, our organization underwent a leadership change in 2019 as Peer Schatz decided to step down as CEO of QIAGEN to pursue other opportunities. We are, I am extremely grateful for his contribution in making QIAGEN a true and global success story. 2019 is also important because I strongly believe that our teams delivered on key targets. Allow me please to mention a few of those milestones. First, we expanded our collaboration with DiaSorin to include a new assay development project involving a Lyme disease test based on our gold standard QuantiFERON chemistry. This test is under development and is expected to be launched in 2021. Many of you might know Lyme testing is probably one of the main untapped diagnostic issues in healthcare these days.

In our companion diagnostic programs, we entered into a new collaboration with Amgen to develop KRAS diagnostic assays for using guiding cancer therapies, and our business development team reached new partnerships and agreements in addition to the new collaboration with Illumina for clinical NGS. We also reached significant milestones in our current portfolio, especially in instrument placements, which bode very well for future growth in consumables. Just give me, allow me to give you some examples. QuantiFERON reached a new level of excellence in 2019 with over 660 million tuberculosis tests processed since we launched that product. QIAsymphony, our flagship instrument for sample prep, reached over 2,500 cumulative placements. We also received three FDA approvals in the U.S. for new companion diagnostics.

QIAGEN Clinical Insights, which is our suite of bioinformatics solutions for use in healthcare, reached fantastic milestones with over 1 million patient samples analyzed to date since we launched that product. We also successfully executed in platform launches. As you know, the last few years for QIAGEN have been years in expansion of new potential instruments. Those include building an automated workflow for QuantiFERON with our partner DiaSorin, but also Hamilton and Tecan, launching the QIAstat-Dx Syndromic Testing Platform with an initial focus on respiratory and gastrointestinal panels. This has been an extremely well-received launch into a dynamic market segment, and we surpassed in one year 1,000 cumulative placements by early 2020. We also brought the NeuMoDx family of scalable molecular testing platforms to Europe in our role as their distributor.

We launched QIAcube Connect as the new generation of the QIAcube sample processing instrument, and in 2019 only, QIAcube Connect achieved more than 660 placements in its first year on the market. We are now working on the launches of two new and exciting platforms for 2020. First of all, QuantiFERON-TB Access will be a compact device for point-of-need tuberculosis testing. This will help to enable latent tuberculosis testing in high-burden but low-resource areas. On the same platform, we are also, as we speak today, developing ways to bring COVID-19-related solutions on this technology, and very importantly, especially in the second half of 2020, the launch of QIAcuity will mark our entry into a new era involving digital PCR technology. This will be a reality by the second half of this year. Allow me to give you a very simple and short explanation for digital PCR and QIAcuity.

Our platform employs a novel nanoplate-based technology that enables customers to save time and reduce costs compared to the currently used droplet digital PCR system. QIAcuity is designed to make digital PCR more accessible to labs all over the world, in particular for use in research applications. The difference with competition, and this is a key point, is that our digital PCR system offers a fully integrated workflow and menu of hundreds of QIAGEN assets. It offers as well advantages of improved multiplexing, improved throughput, and scalability in one of the fastest-growing molecular testing applications in the L ife Science industry. One of the main developments of the last six months is that the COVID-19 pandemic crisis highlighted once again the relevance of our portfolio.

Our teams all over the world acted with urgency to help address this crisis, providing solutions for COVID-19 testing and research for use all over the world. First of all, our RNA viral extraction kits have seen a tremendous rise in demand. They are used in the sample preparation portion of many COVID testing workflows. Another area of focus in our response to COVID-19 has been the QIAstat-Dx Diagnostic Platform for syndromic testing. I will give you a couple of details in a moment. We are also providing general PCR reagents, enzymes, and kits that are used by third parties as components in their own COVID-19 test solution, and we have ramped up manufacturing for those solutions. To support urgent research into vaccines and therapies for the novel coronavirus, we are providing and further developing research solutions as well, like QIAseq, universal NGS for RNA sequencing.

In addition, and to be available in the second half of the year, QIAGEN is developing two tests: a serology test to support disease surveillance and an antigen capture test that can be used alongside other detection tests. At the same time, I need to highlight, as we will discuss later, the shutdown and quarantine measures in countries around the world have also had a markedly negative impact on other areas of our business, especially for products used in L ife Science research in academia and pharma, and also products used in clinical healthcare. I wanted to give you a very short highlight on QIAstat-Dx, but I won't go too long on that slide.

Just keep in mind that this fantastic innovation has allowed hundreds of laboratories around the world to test, together with COVID-19, a total of more than 22 respiratory other syndromes like flu, RSV, in a one-hour result. This, so far, has been the first syndromic COVID-19 test approved by the FDA. On the next slide, I would like also to highlight the fantastic efforts in manufacturing capacity. We have seen a rapid increase of the demand of QIAstat-Dx reagents, but also of our solution for viral testing, and instead of going through all the numbers, I will ask you to remember two key numbers. In a normal year, QIAGEN, a leader in RNA viral extraction, is producing around 400,000 tests per month.

Since the beginning of the pandemic, we immediately decided to organize our manufacturing sites seven days a week in three shifts per day, and from 400,000 patients a month, we are now able to bring solutions to more than 10 million patients a month at the end of this semester, moving up to 20 million in the second half of the year. This is a remarkable performance. At this point, I would like to take a moment to give recognition to our employees. They are the real reason for our success, and they have been at the core of our achievement over the last 30 years. On behalf of our chairman, on behalf of our Supervisory Board and the Executive Committee, I would like to again thank them for their efforts and successes. This has been especially the case during this pandemic.

QIAGEN team members worldwide have shown unparalleled dedication and resilience in ensuring our molecular solutions are available when needed. I'm including in this general thank our manufacturing people, supply chain, quality control, and release, and also our technicians in the field. We went into some of the most extreme environments during this crisis to support our customers. Last, let's have a look at the QIAGEN share price development both in Europe and in the U.S. The following two charts provide information on the share price development of QIAGEN since January 2019 through June 29, 2020. The share price trends in both euros and U.S. dollars reflect the series of developments over this period, including the announcement in March 2020 of the agreement to be acquired by Thermo Fisher.

Our share price in euros rose 2.6% during 2019, but was up 30% in the period from January 1, 2019, until the close of trading on June 29, 2020. Similarly, our share price in the U.S. decreased 1.9% in 2019, but was up 39% in the period from January 1, 2019, until the close of trading on June 29, 2020. Finally, obviously, we remain an extremely ambitious company. As we move further into 2020, an important focus for us is to ensure our continued ability to provide key solutions for coronavirus testing and research in response to this massive public health challenge. At the same time, we will continue to support our customers across the continuum of L ife Sciences to Molecular Diagnostics, and we will continue to streamline our activities on our highest growth opportunities.

Additionally, we believe we are ready for the strategic transition and business combination with Thermo Fisher. At the very last point, I would like again to recognize the tireless commitment of our QIAGEN employees around the world. They are really, truly living up to our vision of helping to make improvements in life possible on a daily basis. My respect for them is unbounded.

With this said, thank you, and I hand back to Håkan, our chairman.

Håkan Björklund
Chairman of the Supervisory Board, QIAGEN

Thank you very much, Thierry, and I would now like to hand the word to Roland.

Roland Sackers
CFO, QIAGEN

Thank you, Håkan, and thank you to all of you who are participating in this virtual meeting around the world. I want to echo the view that it is a shame that we are not able to meet here in person in the Netherlands for a very important Annual General Meeting in the history of QIAGEN .

An event such as an AGM is a day for shareholders to have direct contact with the management team, and an event for you to learn more about QIAGEN , our culture, and the impact of our products and people on society. We must unfortunately accept this format as a result of the coronavirus pandemic. We are doing our best to engage with you under these restrictions, and we appreciate that you are joining us today. Before I start, I would like to again point out our disclaimer to you. We will be making statements and providing responses to your questions that involve our intentions, beliefs, and views about the future, and these are forward-looking statements. Today, we will be providing you with data under both U.S. GAAP and IFRS accounting standards, and also providing you with adjusted results.

The intention of sharing these adjusted results with you is to provide additional insights into our performance and as a way to make a more direct comparison with our peer companies. You can find further information on our website at qiagen.com. I would like to review the key messages on our results in 2019. First, we delivered solid growth in sales and adjusted earnings, while the decline in earnings on a reported basis reflected the impact on operating results of $301.8 million of pre-tax charges related to the decision to discontinue NGS instrument developments and drive our efficiency measures. As a second key message, we made good progress on improving our Sample to Insight portfolio.

Among the highlights was the fact that our team exceeded the 2019 goal for more than $180 million of sales at constant exchange rates from our next-generation sequencing portfolio, up from more than $140 million CER in 2018. This was mostly due to an expansion of our portfolio of universal NGS solutions that can be used with any sequencer and our bioinformatics products. Also, we reached a new milestone with more than 2,500 QIAsymphony system placements and with solid placements for our new generation QIAcube Connect sample preparation platform to more than 660 instruments by year-end. Sales of our flagship QuantiFERON test for latent TB detection represented 16% of total sales for QIAGEN in 2019. These sales rose 10% CER for the year, while the U.S. growing 17% CER and more than offsetting weaker trends in Europe and Asia.

I would like to now provide a more comprehensive overview of key financial parameters under U.S. GAAP, plus additional metrics that together provide a good basis for comparison against peer companies. Net sales were $1.53 billion and rose 2% at actual rates and 4% at constant exchange rates. A headwind for this performance was a 27% CER drop in revenues from companion diagnostic co-development revenues to $42 million. This was also driven by our decision to stop development of NGS instruments that would be used for some of these projects and our announcement of the new partnership with Illumina. This change in strategy cost us about one percentage point of incremental sales growth for 2019. As we mentioned, we announced in October 2019 that restructuring charges would be taken primarily in the third and fourth quarters of 2019 related to these decisions.

Other charges were taken as part of a decision to shift our production organization into a regional structure, to shift our sales team into the business areas, and to expand activities at our QIAGEN business service centers in Wrocław and Manila. As a result of these initiatives, we took a restructuring charge of $302 million on operating results for 2019. The majority of this charge, or about 68%, involved non-cash charges. This resulted in an operating loss of $26.1 million compared to operating income of $266.6 million in 2018. On an adjusted basis, which excludes these charges, as well as purchased intangibles amortization and other items such as business integration, acquisition-related costs, and litigation costs, adjusted operating income was $421.8 million, a 5% increase from 2018. As a result, the adjusted operating income margin rose to 27.6% of sales in 2019 from 26.9% of sales in 2018.

R&D expenses were lower in 2019 as a percentage of sales as in 2018, due in particular to the decision to suspend NGS instrument development activities. Sales and marketing expenses also declined as a percentage of sales after the integration of commercial teams into the business areas and a further shift of support functions into our business service centers in Wrocław and Manila. General Administration Expenses rose due in part to investments for cybersecurity and expansion of the business service centers. For 2019, the net loss under U.S. GAAP was $41.5 million, and this included the restructuring charges. Adjusted earnings per share were $1.43 on a reported basis and $1.46 at constant exchange rates, or CER. This represented a 9% increase at CER from 2018 earnings per share of $1.34. Operating cash flow declined to $330.8 million in 2019 compared to $359.5 million in 2018.

Among the key factors were cash payments for the restructuring initiatives. Excluding the cash restructuring payments for the 2019 measures, operating cash flow was $368 million. Investments in property, plant, and equipment were also higher in 2019, rising to $117.9 million from $109.8 million in 2018. This was due in part to investments to build up manufacturing capacity to support new product launches. As a result, free cash flow declined to $212.9 million in 2019 from $249.7 million in 2018. Moving to the balance sheet, at the end of 2019, our leverage ratio stood at 1.6x net debt to EBITDA. This was slightly higher than the level of 1.4x at the end of 2018.

Moving on to the next slide, you see an overview of 2019 sales results based on our two product categories: our customers in the L ife Sciences and Molecular Diagnostics and our geographic regions. Consumables and related revenues delivered 6% CER growth for the year, thanks to the broad business expansion, and represented 89% of total revenues. This underscores the high recurring sales in our portfolio. Instrument sales, on the other hand, were down 5% CER in 2019 to $172 million and represented 11% of total sales. The decline reflected our decision to change the orientation of our GeneReader NGS System, as well as lower sales of our pyrosequencing portfolio and the Rotor-Gene Q real-time PCR cycler. At the same time, we saw solid growth from the launch of the new QIAcube Connect and also healthy trends in reagent rental agreements for QIAsymphony. Among the customer classes, molecular diagnostics rose 4% CER for 2019 to $737 million and provided 48% of total sales.

Sales in 2019 included gains in consumables, in particular QuantiFERON-TB. This performance was weighted down by a 27% CER decline in companion diagnostic co-development revenues to $42 million. Excluding these specific revenues, molecular diagnostic sales were up 7% CER for 2019. Sales in the L ife Science business area rose 5% CER to $789 million and represented 52% of net sales. Increased demand in consumables and related revenues for this customer class more than offset weaker instrument sales as we focus on a new generation of systems being prepared for launch led by the new QIAcube Connect. Among our three geographic regions, the Americas showed 5% CER growth and reached $722 million with continued improvements in L ife Sciences and overall gains in the United States, Brazil, and Mexico, against a decline in Canada. The Europe, Middle East, and Africa region also experienced 5% CER growth in 2019 as sales reached $487 million and represented 32% of sales.

We saw improved trends in Germany, Turkey, and the United Kingdom, while France and Italy showed weaker results. The Asia-Pacific-Japan region grew 2% CER in 2019 and reached $314 million of sales. We were pleased with improving trends in India against weaker results in China and Japan. In particular, regarding China, the underlying sales growth for 2019 was offset by the decision announced in July to end the clinical NGS joint venture and the resulting loss of revenues from that partnership. On the next slide, I would like to show you a reconciliation of the reported U.S. GAAP results with the adjusted results. The adjustments are in line with those of our peer companies. We provide this detailed level of information in all quarterly and annual results presentations so that shareholders have full transparency. This is particularly important for our institutional shareholders and analysts covering QIAGEN and the industry sector.

As you can see, the largest category in adjustments was related to the 2019 restructuring measures due to our decision to discontinue development of NGS-based instruments. As mentioned earlier, these measures resulted in $302 million of adjustments to operating income in 2019, and 68% of these charges were non-cash. We also have adjustments related to the amortization of purchased intangibles. This increased to about $102 million in 2019 from about $96 million in 2018, in part due to the acquisition of digital PCR assets from Formulatrix in January 2019. Finally, adjusting for the line other special income and expense produced a reduction of adjusted EPS by $0.03 in 2019. This adjustment removes a gain from the revaluation of one of our investments. This was done based on two observable market transactions indicating that the fair value of our investment was above the former book value.

Some non-recurring tax gains, which we also adjusted for, were adding to the reconciliation, while the gains were partially offset by losses from the revaluation of other investments. As a Dutch company, we are also required to report results under IFRS, or International Financial Reporting Standards. On this slide, you can see an overview of the differences between the net loss in 2019 of $69.8 million under IFRS and the net loss of $41.5 million under U.S. GAAP accounting standards. This difference amounts to about $28 million. About $17 million of this difference relates to the different treatment of revaluations in our corporate structures. Under IFRS, losses and gains from this revaluation are recorded in the profit and loss statement, while under U.S. GAAP, they are not. Also, about $15 million of the difference result from the application of IFRS 9 for financial instruments.

A similar standard was implemented as ASC 326 under U.S. GAAP, effective in 2020. Going forward, we do not expect further deviation from this. As a general rule, one can say that we will have additional non-cash expense under IFRS if the share price goes up and additional income under IFRS if the share price goes down. Another factor in the difference between the two accounting standards is the different treatment of development expenses resulting in a timing effect. Under IFRS, certain development expenses are capitalized and amortized over a multi-year period through cost of sales, while under U.S. GAAP, they are expensed immediately. As a last point, share-based compensation expense is the same under both U.S. GAAP and IFRS standards. I would like to again note that institutional investors look at the U.S. GAAP results since this is the most common and appropriate benchmark against companies in our sector.

As I mentioned, the biggest benefits for U.S. GAAP results came from non-operating income factors, and these were also non-cash items. At the same time, there is no difference in terms of sales. On this slide, you see our financing structure as of December 31, 2019. We have secured long-term financing at very low interest rates and have no additional debt due until 2021. We have consistently maintained a policy to secure a healthy balance sheet and a capital deployment policy focused on supporting business expansion as well as increasing returns through share repurchase programs. Our leverage at the end of 2019 stood at 1.6x net debt to EBITDA, up slightly from 1.4x at the end of 2018.

In the first quarter of 2019, we repaid convertible notes totaling approximately $435 million using proceeds from the issuance of about $500 million of new convertible notes issued in late 2018 to do so. Of the total $1.86 billion in QIAGEN's total debt, about $1.4 billion has interest payments at rates of 1% or less. Here you can see a 2019 profile of the employees at QIAGEN by region and function. At the end of 2019, the numbers of employees rose 3% to nearly 5,100 employees worldwide. This shows the pace of growth for QIAGEN around the world and our ability to attract talented employees with interesting career opportunities. In terms of the trends among the various functions, the increase in manufacturing employees was due to the expansion of our sites in Europe and the U.S. to support the launch of new products.

The decline in R&D in part reflected the decision to stop NGS instruments development. The increase in administration was due to, in part, the transfer of roles to our sites in Wrocław and Manila, while we also saw a modest increase in the number of sales representatives in the Americas and Asia-Pacific-Japan region. As we look to 2020, our results for the first quarter of 2020 reflected the overall net positive impact of the emergence of the COVID-19 pandemic. Sales grew 9% CER in the first quarter, exceeding our initial guidance of 2%-3% CER. Growth was driven by strong demand for solutions used in testing to counter COVID-19 outbreaks against weaker demand in other areas of the portfolio. Strong sales related to COVID-19 were seen in our consumables and related revenues, while instrument sales advanced on demand for QIAsymphony, QIAcube Connect, and QIAstat-Dx syndromic testing systems.

We have already discussed how QIAGEN has fully mobilized to respond to the pandemic. We invested substantial resources, and our employees have been fully committed. Since we have established good momentum in addressing the COVID-19 needs, we are also working to expand capacity and regain growth in other key areas of our portfolio, such as QuantiFERON-TB, NGS solutions, companion diagnostics, and our pharma partnerships. As we said in the first quarter earnings release, we expect sales growth of at least 12% CER in the second quarter, largely driven by pandemic-related testing and adjusted EPS of at least $0.40 per share at constant exchange rates. For the second quarter of 2020, this is now the final day of this quarter, and we are working to close as quickly as possible.

As we announced last week, in the first half of July, we plan to provide you with an overview of preliminary results for the second quarter and first half of 2020 and also provide an outlook for the third quarter. In addition, we intend to update the previously communicated expectations for growth trends for the full year and share incremental perspectives on the potential impact of the coronavirus pandemic on QIAGEN's business. Before I close, a quick look back on the past 20 years shows how QIAGEN has grown substantially. Our sales have grown significantly as we have continued to add novel solutions to our portfolio to serve an expanding customer base of scientists and healthcare providers using molecular methods for research, applied testing, and clinical diagnostics.

Our base of employees has expanded at the same time as we have moved into new technologies and established our footprint across the globe. Our teams have grown to develop, produce, and market more products and foster more customer relationships in order to serve the needs of a dynamic market. We are proud of what we have achieved over the years. QIAGEN has changed greatly, evolving our portfolio of molecular solutions as genomic research has grown, solving new problems for customers in fast-changing fields, and innovating to improve outcomes for patients with cancer, infectious diseases, and other conditions. We have built a global presence to deliver research and diagnostic solutions to serve the cutting edge of science and assist in finding new therapies for patients. We have fostered a truly collaborative environment, employing the expertise of a wide range of highly motivated individuals. Our employees should be proud of these many accomplishments. Our teams are known in the industry for their expertise, customer focus, and dedication.

In closing, the board and the management team would like to express our thanks to our dedicated employees. It has been through their hard work that QIAGEN has become what it is today. Our employees are the true core of QIAGEN and are at the heart of our success. By the same token, we would also like to thank two founders in particular, Dr. Metin Colpan and Professor Dr. Detlev Riesner. Since its beginning in 1984, the company has grown from the provider of novel sample preparation products to a global company with a wide portfolio of research, applied testing, and clinical solutions, delivering $1.5 billion in annual revenues and over 5,000 employees serving more than 500,000 customers worldwide.

We wouldn't be here today without their foresight and perseverance. Both are true believers in what we have built and how much we can still do. And finally, a thank you from the management team to our board members who have guided us steadily through our evolution over the years and to our former long-term CEO, Peer Schatz, with whom I had the pleasure of working side by side for many fruitful years. Last but not least, thank you, our shareholders. We truly appreciate not only our investment but your engagement and support through the years, in particular during the time of change for QIAGEN .

And now, I hand back to Håkan.

Håkan Björklund
Chairman of the Supervisory Board, QIAGEN

Thank you, Roland. Moving on to the questions, I would like to state once again that we will only address questions relating to the relevant agenda items that were submitted by shareholders prior to the meeting in writing and in a timely and proper manner in accordance with the procedure that was set out in the notice for this meeting. This applies to all agenda items. Only shareholders who have submitted questions prior to the meeting in accordance with the procedure set out in the notice are allowed to submit written follow-up questions relating to their earlier questions to our webcast moderator via the chat function.

We have received various questions prior to the meeting in respect to this agenda item, and I would like now to ask Mrs. Phoebe Loh from our investor relations team to read the questions and for Thierry and Roland to respond.

Phoebe Loh
Senior Director of Investor Relations, QIAGEN

Thank you, Mr. Chairman. We have received a question on the challenges for QIAGEN in supporting its employees during the coronavirus pandemic and how many employees are working in home offices. Thierry, could you please respond? You may be on mute.

Håkan Björklund
Chairman of the Supervisory Board, QIAGEN

Thierry, you're on mute.

Thierry Bernard
CEO, QIAGEN

Yeah, I was indeed on mute, and I apologize. So thanks, Phoebe . And yeah, I was saying that obviously our teams are all over the world, and I think Roland, myself, and Håkan also said that before, have really risen to the challenge of adapting to a new work environment as a result of this pandemic. We have immediately, starting at the end of February, put together what we call a global crisis team with representatives of all the different companies' functions. And this global team, COVID-19, is really responsible to monitor the situation for our company and the actions to be taken.

The priority number one, as you can imagine, has been to take care of our employees and their families, not only employees, but their families, and to be always there for them in case, obviously, of being found positive. I'm pleased to report that we have still, at this moment, rather limited. We had a limited number of positive tested employees, around a dozen of them. All of them are feeling well as of today and are back to work. In addition to that, a clear rule is that anyone with a potential risk factor, recurring illness, or others is welcome at the moment to stay at home and not come to the office. The third rule for us, and I'm not ranking them by order of importance, is obviously we will always abide to local regulation and what the local countries where we are operating are deciding.

Just an example, for example, in Germany, we have a rotation between what we called a red and a blue team, and it's working very well. Each team spending five consecutive days in the office over a two-week period. In some other location, we have the same kind of organization, two teams, but one coming two days of the week, the other one three days of the week, and the week after, they alternate. So that is clearly extremely important for us. Maintaining isolation everywhere in our site, especially for our manufacturing people. You can all easily imagine that having a contamination in one of our manufacturing sites or locations would be a real catastrophe. As I said before in my presentation, you know also that our manufacturing people have stepped up also to the challenge by accepting to work three shifts a day and seven days a week.

We have made sure as well that we have provided our people, especially our people on the field, but not only on the field, with protective gears, gloves, masks, hand sanitizers. You can imagine that continuing to service in instruments in a hospital anywhere in the world is not without danger. We have also a very strict policy for our people on the field. Any hospital visited needs to prove us, to prove QIAGEN, that they have very strict health and safety measures in place and the same, for example, for the hotels where some of our employees might be staying. I would like to highlight that in implementing those measures, we had a fantastic collaboration from our people all over the world, very good collaboration with our works council, especially in Germany.

The situation as of today is that we are progressively coming back to work and to the office again according to local regulation. I would say that roughly 50% of our colleagues in the U.S. are still currently working from home. One fourth of our employees in Germany are still home-based, and in England, it's closer to 75%. As the pandemic develops or continues or might continue to develop, this will remain, obviously, our top priority.

Thank you. Back to you, Phoebe .

Phoebe Loh
Senior Director of Investor Relations, QIAGEN

Thank you, Thierry. The next question concerns the cost of the virtual meeting. The next question concerns the cost of this virtual meeting compared to the Annual General Meeting in 2019. Roland, can you please respond?

Roland Sackers
CFO, QIAGEN

Sure. Thank you, Phoebe . The direct cost to hold the virtual Annual General Meeting is about the same as for the AGM in June 2019 at about EUR 35,000-EUR 40,000. This is due to the fact that we have the same webcast system for both events and also using the same location in Venlo today as we used in 2019. However, of course, we have significantly reduced travel costs with the virtual setting, and of course, this is more sustainable for the environment.

Phoebe Loh
Senior Director of Investor Relations, QIAGEN

Thank you, Roland. The next question is about liquidity monitoring and whether there are any changes in monitoring in the last month compared to 2019. Roland, could you take this one again?

Roland Sackers
CFO, QIAGEN

Thank you. Our internal treasury team monitors QIAGEN's global liquidity on a daily basis, and we have not made any changes to our well-established procedures and policies. As you can see in the annual report, at the end of 2019, we had $624 million of cash and cash equivalents on the balance sheet. This rose to $657 million at the end of the first quarter of 2020.

In addition, we have an undrawn committed credit facility of EUR 400 million available. We did not experience any material liquidity event in the last months, nor during 2019, caused by the coronavirus pandemic. In particular, collections from our customers are continuing as usual.

Håkan Björklund
Chairman of the Supervisory Board, QIAGEN

Thank you very much. I would now like to give the shareholders who submitted these written questions the opportunity to ask written follow-up questions relating to their earlier written questions. These follow-up questions will be addressed as much as possible at the end of this meeting under agenda item 22. I now conclude this item of the meeting. Moving on to item three, which concerns the Supervisory Board report on the company's annual account.

Management has prepared the annual accounts for calendar year 2019 with due observance of legal and statutory provisions. The Supervisory Board has approved the annual accounts and has proposed these accounts to be forwarded to the shareholders for adoption. During the year, the Supervisory Board itself and through its various committees supervised the Managing Board's policies and business conduct. We also monitored the company's activities, including its strategic, economic, and market developments, research and development investments, acquisitions and alliances, and human resource management. The Managing Board regularly informed the Supervisory Board on the company's activities. As you can clearly imagine, we also spent considerable time in discussions during the strategic review process. The Supervisory Board has always placed the highest standards on corporate governance principles stated by the Dutch Corporate Governance Code, the New York Stock Exchange corporate governance rules, and applicable law.

QIAGEN's compliance with the Corporate Governance Code is explained in our corporate governance report, which is also disclosed in our annual accounts and is also available on the Qiagen website. I would now like to proceed with a question on this agenda item in accordance with the procedure explained earlier. Phoebe, can you please begin?

Phoebe Loh
Senior Director of Investor Relations, QIAGEN

Yes, thank you. We have a question on whether there were more board meetings due to the coronavirus and also how digital is the board working. Mr. Chairman, can you please respond?

Håkan Björklund
Chairman of the Supervisory Board, QIAGEN

Thank you, Phoebe. The Supervisory Board discussed various matters, including the coronavirus situation and its impact on the business during its regular meetings, as well as a number of additional board calls. On the topic of working digitally, like all other companies, we're currently holding all meetings completely on a virtual basis.

We are using encrypted platforms for these meetings and also to share documents. Even before the pandemic, we had this system in place for virtual meetings in addition to our in-person meeting. These systems have proven their value, and we will continue to use them as an effective and an efficient way to bring the Supervisory Board and the Managing Board members together. I would now like to give the shareholders who submitted these written questions the opportunity to ask written follow-up questions relating to the earlier written questions. Again, these follow-up questions will be addressed as much as possible at the end of this meeting under agenda item 22. I hereby conclude this item of the meeting. The next item on the agenda is the adoption of the company's annual accounts for the year ended December 31st, 2019, including the allocation of profits.

The annual accounts have been available for inspection on our website and our offices in Venlo as from the convocation of this Annual General Meeting. We have received questions in respect to this agenda item. Phoebe, can you please begin with the financial questions, which will be answered by Roland?

Phoebe Loh
Senior Director of Investor Relations, QIAGEN

Yes, thanks. We have a series of questions on the 2019 annual accounts. The first question is whether there have been any difficulties to implement the audit because of restrictions during the coronavirus pandemic. Roland, can you please respond?

Roland Sackers
CFO, QIAGEN

Thank you, Phoebe. This was partially not the case at QIAGEN , as we did not experience any issues. As you know, we released our results in early February 2020, so the majority of the audit work was done before the coronavirus became a material disruption. I would like to thank our finance team and our auditors around the world who were involved in this audit process for their professionalism and engagement during these unprecedented times. Our teams were able to implement digital solutions even with people working in home offices and found effective ways to complete the audit at the highest standards.

Phoebe Loh
Senior Director of Investor Relations, QIAGEN

The next question asks to name the components of R&D costs and how long it takes until the expenses for R&D are followed by cash inflows. Roland, please.

Roland Sackers
CFO, QIAGEN

There are various costs for R&D by group in 2019. Personnel-related costs represented about 50% of R&D operating expenses. These include salaries, bonuses, and so on. Depreciation and amortization costs represented about 20% of the expenses. These include lab equipment and machinery and developed software. Our infrastructure costs represented about 15% of costs, and this involves mainly allocations for building and IT costs.

The remaining 15% is spent on external services, consulting, and other services such as materials for use in our own labs. In terms of cash flows, it varies by product type and size, also the degree of innovation involved and regulatory requirements. Molecular diagnostics typically needs about three to five years, while L ife Sciences is more about one to two years, and bioinformatics products are about half a year.

Phoebe Loh
Senior Director of Investor Relations, QIAGEN

Thank you, Roland. The next question asks to explain the rules of capitalizing R&D and goodwill under U.S. GAAP. Does the goodwill have to be amortized yearly? What are the rules for an impairment test and the useful life of the different intangibles? Roland, can you please respond?

Roland Sackers
CFO, QIAGEN

Thank you. Let me answer your question step by step. First, we provide financial reports annually under U.S. GAAP, which are filed with the SEC and under IFRS, which are our statutory report as a Dutch company. For the rules of capitalizing R&D expenses, these costs are typically expensed when incurred under U.S. GAAP, with the exception of internal-use software, which is capitalized. Under IFRS, all R&D expenses are capitalized. As for the question whether goodwill has to be amortized annually, the answer is no. Instead, you are required under both U.S. GAAP and IFRS to perform an impairment test on an annual basis or when events or circumstances occur indicating that goodwill might be impaired. For this test, we look at the company as a whole. We have elected to perform our impairment test as of October 1st of every year. You will see that goodwill was not impaired in the last three years, 2017, 2018, and also 2019.

As for the questions on the rules concerning an impairment test, this is outlined in our 20-F filing on page 48 and F-20 for U.S. GAAP and page F-18 on our annual report for IFRS. As for your questions on the useful life of different intangibles, you can find more information on this topic on page F-19 of our 20-F filing, respectively page F-17 of our IFRS annual report.

Phoebe Loh
Senior Director of Investor Relations, QIAGEN

Thank you. The next question asks to explain QIAGEN's procedures to prevent fraud and to fulfill the rules of good corporate governance. Roland, could you please respond again?

Roland Sackers
CFO, QIAGEN

Thank you. QIAGEN has comprehensive control measures in place that are in compliance with applicable U.S., meaning Sarbanes-Oxley Act and European Union standards. Our internal audit team, which is under the oversight of the Audit Committee in the Supervisory Board, reviews these measures and ensures that they are functioning properly.

The procedures at QIAGEN are also based on a clear separation of duties and approval processes among different employees. This is also supported by an annual external audit opinion covering the effectiveness of our implemented control framework. In addition, the internal audit team prepares a formal fraud risk assessment annually. This is done to ensure that all potential risks are supported by adequate controls, both at the process level and entity level. In terms of corporate governance, QIAGEN follows the principles laid out in the Dutch Corporate Governance Code and the New York Stock Exchange.

Phoebe Loh
Senior Director of Investor Relations, QIAGEN

Thank you. The next question asks about the ratio of goodwill and intangible assets as a percentage of assets. This increased to 54% in 2019 from 45% in 2018. Was this part of the discussions with Thermo Fisher and a reason for the offer price? Roland, could you please respond?

Roland Sackers
CFO, QIAGEN

The increase in goodwill and intangible assets mainly relates to acquisitions, in particular Formulatrix, which is important for our entry into digital PCR. Furthermore, the relative increase is a result of the overall decrease in the balance sheet total to EUR 5.2 billion at December 31st, 2019, from EUR 5.7 billion at December 31st, 2018. This was due to the redemption of convertible notes and share repurchase programs. Excluding this change in the balance sheet total, the increase would have been from 45% in 2018 to 48% in 2019. We believe that these are typical amounts for companies in our industry with a growth strategy. This topic was not part of the discussion with Thermo Fisher.

Phoebe Loh
Senior Director of Investor Relations, QIAGEN

Thank you. The next question asks about the 2018 purchase of an 8% convertible note from a private party for $15 million. Please explain who the seller was and if there is a relationship with QIAGEN .

Roland, could you take this one?

Roland Sackers
CFO, QIAGEN

The purchase of the convertible note was part of an investment into Ellume, a development partner that is based in Australia. The convertible note was acquired directly from the issuer for $15 million so that 100% of its notional value. QIAGEN and Ellume are working together to develop QuantiFERON-TB Access, which is a platform for low-resource latent TB testing for use in developing countries. So there is a clear commercial interest for QIAGEN in the further development of Ellume.

Phoebe Loh
Senior Director of Investor Relations, QIAGEN

Thank you, Roland. The next question involves the statement of loss and income for 2019 and the increase in long-lived asset impairment losses to $140 million and the increase in restructuring costs to $200 million. What were the reasons and in which subsidiaries were these charges incurred? Roland, could you please take this one?

Roland Sackers
CFO, QIAGEN

The impairment losses relate to the decision to stop the development of NGS instruments that was announced in 2019. The increase in restructuring expenses also relates to our decision, which was announced at the same time, to make changes in our production and sales organization and increase activities at our shared service centers. I refer to my earlier management report. The costs have been incurred in various subsidiaries and mainly in Germany and the U.S.

Phoebe Loh
Senior Director of Investor Relations, QIAGEN

Thank you. We received three questions about the audit letter from KPMG for 2019. The first involved asking for an explanation of the term unqualified opinion. The second question was related to how to understand the company's unrecognized tax benefits.

The last question was about the valuation of the Formulatrix asset purchase, the current fair value of this asset, and what the term critical audit matter, as stated in the annual report, means in this context. Roland, could you please respond as well?

Roland Sackers
CFO, QIAGEN

Thank you. These are three questions which I will answer one after the other. First, an unqualified opinion is what you actually want. It means that the auditor did not have any objections against the financial statements and that the auditor believes that the internal controls were effective and that in all material respects, the financials provide a true and fair view. Second, the audit letter also refers to unrecognized tax benefits. These are tax positions for which management has decided, based on prudent diligence, not to recognize the benefit in its book, regardless that management is claiming these.

This relates to various jurisdictions and years dating back to 2014. It is due to the nature of our international business and the complexity of the tax landscape that there is an uncertainty in tax claims, and as for the last topic and regarding Formulatrix, the auditors describe the accounting for this acquisition as a critical audit matter. This term means that this topic requires extra focus from both management and the auditors. It does not mean it is questionable or not following accounting standards. In addition to that, we are very pleased with the internal development of the acquired technologies and the digital PCR platform is set for launch in the second half of 2020. We believe that the purchase price of $260.9 million is still very valid.

Phoebe Loh
Senior Director of Investor Relations, QIAGEN

Thank you. For the last question of this item, we received a question about the recent announcement in the investment of QIAGEN in ArcherDX, a private company that is going to be acquired by Invitae. The questions involved whether we have already sold the shares, the impact on our balance sheet, and the impact on QIAGEN's share price in light of the Thermo Fisher offer. Roland, could you please respond?

Roland Sackers
CFO, QIAGEN

Thank you. Let me answer this question step by step. First, just to remind you, we have an 8% equity investment in ArcherDX with a book value of about $20 million. This has not been sold yet. The transaction is only expected to be completed in the fourth quarter of 2020.

As we said in our recent ad hoc announcement, based on certain assumptions that include Invitae's share price on June 23rd, the potential pre-tax capital gain to QIAGEN will amount to approximately $120 million. A capital gain would be recorded only when and if the transaction closes. In addition, there may be future milestone payments to QIAGEN based on the performance of ArcherDX. It is quite obvious that with the closing of the fourth quarter of 2020, QIAGEN will have a revaluation of its investments in ArcherDX, which will positively contribute to our financial results.

Håkan Björklund
Chairman of the Supervisory Board, QIAGEN

Thank you. I would now like to give the shareholders who submitted these written questions the opportunity to ask written follow-up questions relating to the earlier written questions. These follow-up questions will again be, as much as possible, addressed at the end of this meeting under agenda item 22.

I would like now to proceed with the voting. I note that the adoption of the annual accounts for 2019 implies the approval of the allocation by the Supervisory Board of profits to retained earnings. As a result, no dividend will be paid to the shareholders out of the results from the calendar year 2019. As to the voting on this item, I conclude that 100% of the votes were cast in favor of the proposal to adopt the annual accounts for the calendar year 2019. I hereby record that the proposal has been adopted and conclude this item. Item number five is a new agenda item pursuant to the Dutch implementation of the Shareholder Rights Directive II. On behalf of the Compensation Committee, I will now provide a short explanation of the implementation of the company's remuneration policy during 2019.

Information on the specific remuneration elements and details on the contractually required payments to Mr. Schatz in connection with the change in leadership are included in the remuneration report for 2019. During 2019, the Compensation Committee in consultation with an independent consulting firm continued to benchmark the remuneration policy for the Managing Board and overall remuneration levels offered by QIAGEN against the select peer group of companies and key markets in which QIAGEN operates, with the goal to ensure total compensation at median market levels. The total target remuneration package of the Managing Board , which consists of a combination of base salary, short-term variable cash compensation, and several elements of long-term incentives, was set with consideration of, among other things, the benchmark results, the manager's experience, as well as the complexity of the position, scope, and areas of responsibility.

Variable compensation consists of an annual cash bonus as well as a mix of various equity-based compensation instruments that serve as a retention mechanism, align our leaders with our shareholders and other stakeholder interests, and support our long-term goals. The members of the Managing Board also participate in a defined contribution benefit plan and receive other benefits such as insurance, company vehicles, and legal and tax assistance. To ensure a link to performance, a significant portion of remuneration granted to the members of the Managing Board is variable and contingent upon the performance of the individual and the company. The performance goals were set at an ambitious level to motivate and drive performance, with a focus on achieving both long-term strategic initiatives as well as short-term objectives based on annual sales.

In 2019, the remuneration of the Supervisory Board was unchanged compared to 2018, which was considered in alignment with the applicable market standards while considering peer companies of similar size and complexity in similar industries. Total compensation consists of fixed retainer amounts and a variable component in the form of share-based compensations, which are further outlined in the remuneration report. We have received questions for this agenda item prior to the meeting, which I would like to address now. Phoebe, can you please begin with the questions?

Phoebe Loh
Senior Director of Investor Relations, QIAGEN

Yes, thank you. We received questions on the leadership change involving Peer Schatz in October 2019. The first question is, on what day did the Supervisory Board or any of its members first discuss the separation from Mr. Schatz? Mr. Chairman, could you please respond?

Håkan Björklund
Chairman of the Supervisory Board, QIAGEN

Thank you. Yeah, thank you. Significant matters like a change in leadership of a company are often discussed by the members of the Supervisory Board over a period of time before a final decision is reached. The contract for Mr. Schatz was finalized on October 7th, 2019.

Phoebe Loh
Senior Director of Investor Relations, QIAGEN

Thank you. The next question is, on which day did the Supervisory Board or any of its members first engage with an executive search firm to find a successor for Mr. Schatz? Mr. Chairman?

Håkan Björklund
Chairman of the Supervisory Board, QIAGEN

Thank you. I instructed an executive search firm to provide suggestions for a successor of Mr. Schatz as permanent CEO shortly after the announcement of October 7th, 2019.

Phoebe Loh
Senior Director of Investor Relations, QIAGEN

Thank you. The next question involves the October 2019 announcement about a change in leadership and the composition of Mr. Schatz's earned long-term incentives and how these could have been earned as part of the separating date as of the separating date. Mr. Chairman?

Håkan Björklund
Chairman of the Supervisory Board, QIAGEN

Thank you. Respond to the employment agreements with Mr. Schatz. QIAGEN had granted him long-term incentives with the vesting until the expiration of his employment agreement in 2021. These continuing contractual obligations were not affected by the change in leadership. So that is why these long-term incentives were earned as of the separation date and consequently released to him.

Phoebe Loh
Senior Director of Investor Relations, QIAGEN

Thank you. The next question asks, what happens to the performance stock units for Mr. Schatz that are outstanding as of December 31st, 2019? Mr. Chairman?

Håkan Björklund
Chairman of the Supervisory Board, QIAGEN

Thank you. Respond to the continuing contractual obligations of QIAGEN . A certain number of performance stock units that were not released to Mr. Schatz at the time of the leadership change will remain outstanding until his contract as special advisor ends on June 30th, 2021, and will vest in the event that a change of control has occurred by that time.

Phoebe Loh
Senior Director of Investor Relations, QIAGEN

Thank you. We've received a question about the role of Peer Schatz as a special advisor and his advisory work since October 2019 for QIAGEN . Mr. Chairman, could you respond?

Håkan Björklund
Chairman of the Supervisory Board, QIAGEN

Thank you. With his +20 years of leadership at QIAGEN , it is quite obvious that Mr. Schatz had deep insights into the industry as well as our partners and customers. It was important for us to secure a smooth transition. Therefore, Mr. Schatz is in contact with members of the management team on selective topics, but not related to the Thermo Fisher transaction or any other insider-related matters. I would now like to give the shareholders who submitted these written questions the opportunity to ask written follow-up questions relating to the earlier written questions. These follow-up questions will be addressed as much as possible at the end of this meeting under agenda item 22.

I would now like to proceed with the voting results, and they show that 34% of the votes were cast in favor of this advisory proposal. The Supervisory Board will take under consideration the views of shareholders on this topic in future deliberations. We will also outline in the Remuneration Report for 2020 how this vote was taken into account, provided that the company's shares are still listed on the Frankfurt Stock Exchange at that time. This item is hereby concluded. Item six on the agenda is a non-voting item on the reserves and dividend policy of the company. Our policy has always been to retain the profits by way of reserves, as is common among fast-growing companies with significant potential in rapidly developing fields.

As a result, the company will not pay a dividend to shareholders out of the profit from the 2019 profits in order to retain reserves to support the business expansion and also in accordance with the agreement with Thermo Fisher. We have not received any written questions in relation to this agenda item prior to the meeting, and I therefore conclude this item of the meeting. The next item on the agenda concerns the proposal to discharge the managing directors from liability for the performance of their duties during the calendar year 2019, as described in the 2019 annual report and the 2019 annual accounts, or as otherwise to disclose to the Annual General Meeting of shareholders. We have not received any written questions in relation to this agenda item prior to the meeting, and I would therefore like to proceed with the voting results.

I conclude that 100% of the votes were cast in favor of the proposal, and I hereby record that the proposal has been adopted and conclude the item. The next item on the agenda concerns the proposal to discharge the members of the Supervisory Board from liability for performance of their duties during the calendar year 2019, as described in the 2019 annual report and the 2019 annual accounts, or as otherwise disclosed to the Annual General Meeting of shareholders. We have again not received any written questions in relation to this agenda item prior to the meeting, and I would therefore like to proceed with the voting results. I conclude that 98% of the votes were cast in favor of the proposal. I hereby record that the proposal has been adopted and conclude this item.

Items 9A through 9G on the agenda concern the reappointment of the current seven supervisory directors for a term ending at the close of the Annual General Meeting in 2021. The articles of association provide that the joint meeting of the Managing Board and Supervisory Board has a right to make a binding nomination for the appointment of a member of the Supervisory Board and Managing Board . The joint meeting unanimously adopted a resolution to make a binding nomination with respect to each of my colleagues, Mr. Stéphane Bancel, Dr. Metin Colpan, Professor Dr. Ross L. Levine, Professor Dr. Elaine Mardis, Mr. Lawrence Rosen, Ms. Elizabeth E. Tallett, and myself, Håkan Björklund, for the reappointment to the Supervisory Board. As agenda item 9B relates to my appointment, I will ask Dr. Metin Colpan to deal with this proposal.

We have not received any written questions in relation to these agenda items prior to the meeting, and I would therefore like to proceed with the voting results. According to the company's Article of Association, the proposals will be adopted unless they're overruled by at least two-thirds of the votes cast on this item being against the proposal, provided that such votes also represent more than 50% of the issued share capital as at the date of this Annual General Meeting .

As to the voting on this item, I conclude that in respect of the proposal to reappoint Mr. Stéphane Bancel, a supervisory director, 87% of the votes were cast in favor. In respect of the proposal to reappoint Dr. Metin Colpan as supervisory director, 96% of the votes were cast in favor. In respect of the proposal to reappoint Dr. Ross Levine as supervisory director, 98% of the votes were cast in favor. In respect of the proposal to reappoint Professor Elaine Mardis as supervisory director, 98% of the votes were cast in favor. In respect of the proposal to reappoint Mr. Larry Rosen as supervisory director, 98% of the votes were cast in favor. In respect of the proposal to reappoint Ms. Elizabeth Tallett as supervisory director, 78% of the votes were cast in favor. I hereby record that the proposal to reappoint each of my colleagues as supervisory director for a term ending at the close of the Annual General Meeting in 2021 have all been adopted. I congratulate my colleagues on the reappointment as supervisory directors.

As mentioned earlier, I will now ask Dr. Metin Colpan to deal with the voting in respect of the proposal regarding my own reappointment.

Metin Colpan
Co-Founder, QIAGEN

Thank you, Håkan. As to the voting in respect of the proposal to reappoint Dr. Håkan Björklund as a supervisory director, 78% of the votes were cast in favor. I record that the proposal to reappoint Dr. Håkan Björklund as a supervisory director for a term ending at the close of the Annual General Meeting in 2021 has been adopted. Before I ask Håkan to take over again, I would like to congratulate him on this reappointment as a supervisory director and also congratulate my colleagues as well.

Håkan Björklund
Chairman of the Supervisory Board, QIAGEN

Thank you, Metin. On behalf of the entire Supervisory Board, I would like to thank you, our shareholders, for your trust in all of us with your voting. I would now like to move on to the next agenda item. Items 10A and 10B on the agenda concern the reappointment of our current managing director, Mr. Roland Sackers, and the appointment of our Chief Executive Officer, Mr. Thierry Bernard, as managing directors of the company for a term ending at the close of the Annual General Meeting in 2021. The joint meeting unanimously adopted the resolution to make a binding nomination for their appointment. And I will now move on to the questions and voting results. We have not received any written questions in relation to this agenda items prior to the meeting, and I would therefore like to proceed with the voting results.

According to the company's articles of association, these proposals will be adopted unless they're overruled by at least two-thirds of the votes cast on this item, being cast against the proposal, provided that such votes also represent more than 50% of the issued share capital as of the date of this Annual General Meeting.

To the voting, I can conclude that in respect of the proposal to reappoint Mr. Roland Sackers as managing director, 100% of the votes were cast in favor. In respect of the proposal to appoint Mr. Thierry Bernard as managing director, 98% of the votes were cast in favor. I hereby record that the proposals to reappoint Roland and to appoint Thierry as managing directors of the company for a term ending at the close of the Annual General Meeting in 2021 have been adopted. I congratulate both of you on your appointment as members of the Managing Board . We will now move on. The next agenda item concerns the adoption of the remuneration policy with respect to the Managing Board .

The Dutch law implementing the Shareholder Rights Directive II required a company to align its remuneration policy with the new legal requirements and submit the renewed policy to the general meeting of shareholders for adoption at least every four years for the first time in 2020. It is proposed to reinstate the current remuneration policy for the Managing Board , which was last adopted in 2014 in its entirety. The proposed remuneration policy is included in the explanatory notes to this agenda item, as included in the proxy statement. Prior to the current policy, the proposed remuneration policy contains certain amendments relating to performance stock units, which are further detailed in the proposed policy.

Other changes are limited to providing further detail in compliance with the revised legal requirements and to take into account actual or potential changes to the compensation of the managing directors with effect from or following the settlement of the offer by Thermo Fisher. We have received questions for this agenda item, which I would like to address now. Phoebe, can you please begin?

Phoebe Loh
Senior Director of Investor Relations, QIAGEN

Yes, thank you. We've received some questions related to our remuneration policy. One question is about the minimum and maximum remuneration of the Managing Board members. We also received questions about the valuation and depreciation principles and factors considered within QIAGEN's compensation policy on long-term incentive plans in order to align the business strategy with stakeholder interests. Mr. Chairman, could you please respond?

Håkan Björklund
Chairman of the Supervisory Board, QIAGEN

Thank you. The objective of the Managing Board remuneration policy is to ensure fair compensation in line with market conditions to attract, retain, and reward the most talented, qualified leaders. This is how we want to enable QIAGEN to achieve its strategic initiatives and deliver operational excellence. Our remuneration policy aligns remuneration and reward individual performance as well as the overall performance of QIAGEN and sets incentive to foster sustainable growth and value creation. The policy is based on a set of guiding principles, which also includes the alignment of the business strategy, our mission, our values, and our stakeholder interests. This is reflected by the fact that a significant part, in the case of senior executives, by far the largest part of the total compensation is granted in long-term incentive plans. We also have mandatory shareholding requirements.

QIAGEN's long-term incentive plans have long vesting periods, typically 40% vest after three years and 60% vested after five years. Within the yearly compensation reviews with employees, as with senior managers, and by the way, QIAGEN applies the same equity plans for all its employees and managers, as well as for the Supervisory Board. QIAGEN reviews the performance, gets external compensation advice, and also reviews the development of criteria which have an impact on the success and valuation of a performance-based long-term incentive plan. These factors for the valuation and depreciation include the overall retention and forfeiture situation, the achievement rate of the long-term initiatives, and the length of the planned vesting periods to ensure a fair and performance-driven long-term compensation of all our employees and our managers. In terms of minimum and maximum compensation, we refer you to our detailed remuneration report on our website.

But in principle, we have three types of compensation components: base salary, short-term cash compensation, and long-term performance-based equity awards. Like the long-term equity compensation, the short-term cash compensation is oriented on performance. The first component consists of 50% corporate financial goals. Another 25% of the QIAGEN team goals typically reflects targets like organic sales growth initiative, as well as acceleration in efficiency and effectiveness, but also goals focused on improving customer experience and being an employer of choice. The remaining 25% is based on personal goals. The financial goals are capped at 200% payout, and the team goals at 120% maximum payout. The personal achievement is capped at 100%. So as you can see, it is always the case that if employees do not reach a certain performance level, the short-term cash component becomes zero.

For the long-term incentives, 90% of the measurement is based on financial performance and 10% on relatively share price performance. For the long-term incentives, the value is very much dependent on the achievements during the performance period and capped at 120%, and of course, influenced by long-term share price performance. I would now like to give the shareholders who submitted these written questions the opportunity to ask written follow-up questions relating to their earlier written questions. These follow-up questions will, as much as possible, be addressed at the end of this meeting under agenda item 22. I would now like to proceed with the voting results in respect of this agenda item. The proposal set forth under this agenda item 11 requires an affirmative vote of 75% of the votes cast at the Annual General Meeting in order to be adopted.

As to the voting on this item, I conclude that 39% of the votes were cast in favor. I hereby record that the proposal has not been adopted. Consequently, the company will continue to pay remuneration to its managing director in accordance with the current remuneration policy. A revised remuneration policy for the Managing Board will be submitted for the approval at the next Annual General Meeting, provided that the company's shares are still listed on the Frankfurt Stock Exchange at that time. I hereby conclude this item. The next item on the agenda is the proposal to adopt the remuneration policy with respect to the Supervisory Board. The Shareholder Rights Directive II also introduced the requirements for the company to have a remuneration policy for the Supervisory Board.

The proposed remuneration policy was included in its entirety in the explanatory notes to this item and sets out the rules regarding the remuneration of the supervisory directors. The proposed policy contains remuneration in the form of both cash-based and equity-based compensation. It also addresses the remuneration for supervisory directors of the company following the settlement of the offer by Thermo Fisher. We have not received any written questions in relation to this agenda item prior to the meeting, and I would therefore like to proceed with the voting results. The proposal set forth under this agenda item 12A requires an affirmative vote of 75% of the votes cast at the Annual General Meeting in order to be adopted.

As to the voting on this item, I conclude that 84% of the votes were cast in favor, and I hereby record that the proposal has been adopted. I conclude this item. The next item on the agenda is the determination of the remuneration of the Supervisory Board members. It is proposed to determine that the remuneration will be effective as of January 1st, 2020, equal to the remuneration as set out in the proposed remuneration policy for the Supervisory Board, as included in the explanatory notes to agenda item 12A. We have not received any written questions in relation to this agenda item prior to the meeting, and I would therefore like to proceed with the voting results.

I conclude that 83% of the votes were cast in favor of the proposal to determine the remuneration of the Supervisory Board Directors, and I hereby record that the proposal has been adopted and would like to move on to the next item. The next item on the agenda is the reappointment of KPMG accountants to audit the financial statements of the company for the year ending December 31st, 2020. The auditors examine the annual accounts of the company and are for the purpose thereof designated by the general meeting of shareholders in accordance with Section 2393 of the Dutch Civil Code. The Audit Committee conducted an independent assessment of the performance of the company's external auditor, KPMG accountants, over the past year.

Given the quality, scope, and planning of the audit and the independence of reporting, it was proposed to the general meeting of shareholders to again appoint KPMG accountants. We have not received any written questions in relation to this agenda item prior to the meeting, so I would now like to proceed with the voting results, and I conclude that 100% of the votes were cast in favor, and I hereby record that this proposal has been adopted and conclude this item. The next three points on the agenda concern the proposals to renew the current designations of the Supervisory Board as the corporate body authorized to issue shares and exclude preemptive rights with the same limit as the current authorization. These items are separate voting items but will be dealt with in a combined manner for efficiency reasons.

For further details on the scope of the authorizations, I refer to the explanatory notes to this agenda item as included in the proxy statement. These authorizations cover a period of 18 months from the date of this Annual General Meeting until December 30th, 2021, and are without prejudice to our commitments and undertakings under the Business Combination Agreement with Thermo Fisher. According to the company's articles of association, the proposal set forth under item 14A may be adopted by an affirmative vote of a simple majority of the votes cast. As more than 50% of the company's issued share capital is represented, the proposal set forth under items 14B and 14C shall also be validly adopted by a simple majority of votes cast.

We have not received any written questions in relation to this agenda item prior to the meeting, and I would therefore like to proceed with the voting results. I conclude that in respect of agenda item 14A, 98% of the votes were cast in favor of the proposal. In respect of agenda item 14B, 98% of the votes were cast in favor of the proposal. And in respect of agenda item 14C, 59% of the votes were cast in favor of the proposal. And I hereby record that all three proposals have been adopted. I suggest that we now take a 10-minute break and return at 5:05 P.M.

Welcome back, everybody. The next item on the agenda is the proposal to renew the current authorization of the Managing Board to acquire shares in the capital of the company. At this Annual General Meeting, shareholders are being asked to authorize the Managing Board to, subject to approval of the Supervisory Board, acquire shares in the company's own share capital within the limits as reflected in the explanatory notes to this agenda item, as included in the proxy statement. The authorization shall be valid for a period of no more than 18 months from the date of this Annual General Meeting, i.e., until December 30, 2021.

Repurchased shares may be held in treasury to satisfy obligations under our employee share-based remuneration plans. We have not received any written questions in relation to this agenda item prior to the meeting, and I would therefore like to proceed with the voting results. As to the voting of this item, I conclude that 96% of the votes were cast in favor, and I hereby record that the proposal has been adopted and conclude this agenda item. I would now like to move on to the agenda items relating to the offer made by Thermo Fisher Scientific Inc. to QIAGEN NV to fully acquire QIAGEN in an all-cash transaction. This is a non-voting item on the agenda to provide an opportunity for us to discuss the offer and share information on the transaction rationale.

My colleagues in the Supervisory Board and I, as well as the Managing Board, are unanimously convinced that this combination will carry QIAGEN into a new era, broadening the opportunities of our company and enabling our employees to make an even greater difference for customers worldwide. This combination will enable QIAGEN to further grow its business and pursue more exciting opportunities better than possible on a standalone basis.

And I would now like to ask Thierry and Roland to provide further details on the merits of the offer, and I'd like to hand the word to Thierry.

Thierry Bernard
CEO, QIAGEN

Thank you, Håkan. So, as you all know, on March 3rd of this year, we announced a definitive agreement for Thermo Fisher Scientific to acquire QIAGEN . Thermo Fisher has agreed to pay EUR 39 per share in a cash tender to acquire all of the outstanding shares of QIAGEN .

The price represents a premium of about 23% to the closing price of QIAGEN common stock on the Frankfurt Prime Standard on March 2nd of this year, the last trading day prior to the announcement of the transaction. This transaction values QIAGEN as a whole approximately at $11.5 billion at exchange rates as of March 3rd. This total consideration includes the assumption of about $1.4 billion of net debt. Financing for Thermo Fisher's offer is fully committed. Each of the members of the Supervisory Board and Managing Board voted in favor of the transaction and intend to tender their shares in the offer. In advance of this meeting, we received questions about the minimum acceptance level of 75% of QIAGEN's outstanding shares for the tender offer.

As you know from the Reasoned Position Statement , the offer can only be settled if the 75% acceptance threshold is met at the end of the acceptance period on July the 27th, or waived by Thermo Fisher with the consent of QIAGEN . The consent of our Supervisory Board and the Managing Board is required for any waiver. We will, of course, take our fiduciary duties towards our shareholders very seriously in deciding on this matter, and any decision that would potentially involve a waiver will be thoroughly evaluated and discussed by both boards. Rest assured that a key consideration for the boards will be whether many of our shareholders believe that the offer is not sufficiently attractive and did not want to tender their shares. Let me come back very quickly on the chronology in the Reasoned Position Statement , which is available on our website, both in English and German.

The process that has led to today began last October. Following several changes at QIAGEN, as we discussed in the business review, we were approached by multiple companies, including Thermo Fisher, with conditional, non-binding expressions of interest. After consideration by our Supervisory and Management Board, we undertook a very thorough review of strategic options and full market check with our financial advisors, including, obviously, discussions with the interested parties. No third party made a final offer as high as Thermo Fisher. We concluded that review in late December 2019 and determined that the execution of our current standalone business plan represented the best opportunity to drive future value creation at that time. As you can read in the detailed chronology in the Reasoned Position Statement , we were not able to reach a mutual agreement with Thermo Fisher, nor with other parties at that time.

So the question is, what changed then in 2020? Starting in January and continuing into February 2020, representatives of Thermo Fisher and QIAGEN had new discussions regarding limited legal and regulatory matters associated with the potential transaction. They were able to discuss in greater detail the topics that came up in late 2019 and to gain more clarity on the path forward towards the transaction. Further discussions were held late February, focusing on arriving at final terms. On March 3rd, our two companies announced the proposed transaction. Today, as you know, we are here to discuss the offer and various resolutions related to the transaction. Thermo Fisher launched its tender offer on May the 18th, and that offer is open through midnight Frankfurt time in Europe or 6:00 P.M. New York time on Monday, July the 27th.

There will be an additional acceptance period as a next step in that process. This will occur provided that all of the offer conditions, as described in the offer documents, other than the antitrust clearance conditions, have been satisfied or previously effectively waived by the end of the offer acceptance period on July 27th. The additional acceptance period would run until August the 13th to give our shareholders the final opportunity to tender their shares and accept the offer, and as stated earlier, the transaction is expected to be completed in the first half of 2021. It is at that time that QIAGEN would become part of Thermo Fisher's global business. I assume that most of you, if not all of you, know Thermo Fisher, but I'd like to take a few minutes to introduce you to this company, which is a world leader in serving science.

This company has an annual revenue exceeding $25 billion and more than 75,000 employees all over the world. This is a company where innovation is highly valued, with an investment of around $1 billion a year in research and development to pursue new technologies and new solutions. In joining forces, QIAGEN will benefit from Thermo Fisher's industry-leading scale and commercial reach, as well as the unmatched capabilities that come with their deep menu of application and technologies. Moving to the next slide, here is a closer look at the synergies complementary offering of Thermo Fisher and QIAGEN and how the combination will benefit the customers of both companies. Clinical customers will gain access to a more comprehensive portfolio of specialty diagnostics, enhancing the efficiency of labs in serving healthcare providers and patients.

As an example, adding QuantiFERON-TB to Thermo Fisher's menu of tests for allergies or autoimmunity transplant diagnostic is an example of the benefits for the clinical labs. Thermo Fisher will also be able to offer customers higher-value diagnostic insights and improved health economics by adding QIAGEN's molecular diagnostics, including infectious diseases, syndromic testing, companion diagnostic, and bioinformatics. In the L ife Science , we also believe the combination will create enhanced workflow solutions and accelerate scientific breakthroughs. Customers all over the world will benefit from seeing Thermo Fisher's broad portfolio of reagent and genetic analysis solutions expand to include QIAGEN sample technologies, new digital PCR capabilities, and also bioinformatics.

Indeed, as we went through our strategic review and considered the opportunities with various parties, as well as for Qiagen to continue on a standalone basis, it is clear that the combination with Thermo Fisher was the best choice for QIAGEN, but also for all our stakeholders. As mentioned earlier, this remains the case today as we see the impact of COVID-19 on our business in 2020, and now I would like to hand this over to Roland.

Roland Sackers
CFO, QIAGEN

Thank you, Thierry. Indeed, the combination of Thermo Fisher and QIAGEN is designed to benefit all stakeholders due to our complementary strengths and capabilities. We see a strong cultural fit with a shared commitment to employees and to the sustainable development of our businesses. Through the combination, Thermo Fisher will expand its presence in molecular diagnostics, including a differentiated portfolio in infectious diseases and QIAGEN's other clinical focus areas.

Combining our complementary product offerings for research also will enhance our combined value proposition for customers in the L ife Sciences . We share a common vision anchored in cutting-edge innovation for the benefit of our customers. QIAGEN's brand will benefit from Thermo Fisher's much larger global presence and the depth of its commercial relationships. Combining resources will also create opportunities to accelerate innovation, and that is clearly aligned with our vision at QIAGEN of making improvements in life possible. Combining businesses is more than just adding together two product portfolios or income statements. So this transaction will also have non-financial effects. For our employees, we believe that the combination creates new opportunities for career growth and development as part of a global and growing industry leader. This combination opens up new horizons for QIAGEN's employees as part of a much larger, broader, and truly global organization.

We are also pleased that we have agreed with Thermo on certain non-financial intentions for the benefit of our stakeholders. In respect of our employees, this includes that existing rights remain in place for at least a year after the transaction is closed. Also, no material reduction in total workforce was expected as a direct consequence of the transaction. Additionally, any future restructurings in the first year after the transaction would also consider employees of both companies for ongoing roles. Terms of collective bargaining agreements will also remain in place. For the organization, the board has expressed intent to continue to develop key QIAGEN sites. We are also pleased that we agreed on further non-financial intentions for the first year after the transaction for the benefit of QIAGEN as an organization.

These relate to Thermo Fisher's support for QIAGEN's existing business strategy of expanding global leadership in Sample to Insight solutions, commitment to QIAGEN's product brands, and envisioned continuation of investments in R&D activities to continue to grow the business.

I would like to now hand back to Håkan.

Håkan Björklund
Chairman of the Supervisory Board, QIAGEN

Thank you, Roland. I would like now to provide some additional perspectives on the process and why we're asking for your support of this transaction. As a first point, the members of the Supervisory Board and the Managing Board each made a careful individual assessment, and as a group, we regularly consulted with the senior management of QIAGEN and considered external advice, including the advice of our financial advisors, Goldman Sachs and Barclays. The QIAGEN board fully considered their fiduciary duty under applicable law, and this included the interest of our shareholders as well as of those of other QIAGEN stakeholders.

The Supervisory Board and the Managing Board considered many factors. These included a new particular order of importance: the adequacy of the offer price, strategic and business consideration, stakeholder interest, and various transaction considerations. We also considered the content of fairness opinions from Barclays and Goldman Sachs and the support that the offer price is fair from a financial point of view for QIAGEN shareholders. Also, we welcome the stakeholder-related intentions of Thermo Fisher. We believe that these intentions are in the best interest of QIAGEN and all our stakeholders, especially our customers and employees. With these considerations in mind, the Supervisory Board and Management Board unanimously determined on March 3rd, 2020, that the transaction with Thermo Fisher is in the best interest of QIAGEN and all its stakeholders, including its shareholders.

During the discussions in February with Thermo Fisher, we were aware of the preliminary stages of the COVID-19 outbreak and took this into consideration when assessing the offer and concluding our recommendation. The Supervisory Board and Management Board have reaffirmed the recommendation in the joint Reasoned Position Statement , as was published on May 18th, 2020. Before doing so, the Supervisory Board and the Management Board took into account the events and circumstances since the announcement of the offer on March 3rd, including the impact of COVID-19 on the business of QIAGEN . As we stated before, our analysis of the transaction and the valuation is described in the Reasoned Position Statement , and this is available on our website in English and German. However, the Reasoned Position Statement cannot and does not purport to be a complete list of considerations that QIAGEN shareholders might deem relevant.

We note that you must form your own opinion on the offer. While the boards continue to fully support and unanimously recommend all shareholders to accept the offer and tender their shares and vote in favor of each of the transaction resolutions, we are fully aware of our fiduciary responsibilities to act in the best interest of the company and its stakeholders, of course, including its shareholders. This also involves closely evaluating the implications of our current performance due to the impact of the coronavirus on our business, on the short and mid-term forecast trends of our company. As stated publicly, the near-term impact is overall positive, as higher sales of COVID-19 testing solutions more than offset weaker demands for research and other clinical healthcare products. There are both potential upside and downside aspects to be considered and a range of potential outcomes to be considered.

As we deem it important that our shareholders make an informed decision on accepting the offer and tendering their shares, we have decided to provide further financial information on an accelerated basis. That is why we announced last week that QIAGEN will release in the first half of July preliminary results for the second quarter of 2020 and provide an outlook for the third quarter. In addition, we intend to update previously communicated expectations of growth trends for the full year and share incremental perspectives on the potential impact of the coronavirus pandemic on QIAGEN's business. This is well before the end of the acceptance period on July 27th, and we'll give you sufficient time to review the information. The Supervisory Board and Management Board fully support and unanimously recommend the offer.

As a final point, I want to underscore that our Supervisory Board and Management Board are very much aware of their legal and fiduciary duties to act in the best interest of the company and all stakeholders, including shareholders. Our Supervisory Board and Management Board will continue to evaluate the overall attractiveness of the offer for QIAGEN and all its stakeholders, including its shareholders, in light of current events and circumstances. If our assessment were to change, we will act upon it in line with our legal and fiduciary duty. Moving on to the questions we've received for this agenda item, Phoebe, can you please begin?

Phoebe Loh
Senior Director of Investor Relations, QIAGEN

Yes, thank you. The first question involves the structure of this meeting. Why didn't you divide the topics into two general meetings, an Annual General Meeting and an Extraordinary General Meeting? Mr. Chairma n, could you respond?

Håkan Björklund
Chairman of the Supervisory Board, QIAGEN

Yeah, thank you. Let me reaffirm what we said in the presentation. This transaction is an interplay of Dutch, German, and U.S. jurisdictions. Under Dutch legislation, we would generally be required to hold our Annual General Meeting by June 30th, and we thought it was important to indeed do so. At the same time, we were required to hold the AGM, the EGM, sorry, at least six days before the end of the tender period. So it was timely, efficient, and cost-effective to combine them into one event for our shareholders and also for other stake holders.

Phoebe Loh
Senior Director of Investor Relations, QIAGEN

Thank you. We received a number of questions about the impact of the coronavirus pandemic as follows. The first question was on the impact of the pandemic on the financial plan and the reasoned position statement and whether this will be updated.

The second was, what was the impact on the 2020 guidance, which was announced in March 2020, and the medium-term guidance, which was announced in 2019? Another question was regarding any changes to forecasts since the disclosure. And also, how have the recent developments and scale of the pandemic been taken into account by the Managing Board and Supervisory Board in terms of the company's standalone strategy and prospects and the fiduciary responsibilities of the boards? And finally, what is the enterprise value increase in the DCF models created by Barclays and Goldman Sachs due to the expected results in 2020? Thierry, could you please respond?

Thierry Bernard
CEO, QIAGEN

Of course, Phoebe, and I'm sorry I was on mute. So let me start to try to explain, first of all, how we have taken into account in the most recent weeks the impact of this COVID-19 pandemic in our assessment and also explain how we are planning to continue to do so. As it was highlighted previously, our Supervisory Board and the Management Board made a careful assessment of all relevant factors of the offer and concluded early March that the offer was in the best interest of QIAGEN and of its stakeholders, including shareholders, of course. The Supervisory Board and Management Board also took into account the preliminary stages at that time, I'm talking end of February, of the COVID-19 outbreak when making that decision. The Supervisory Board and Management Board has reaffirmed their recommendation in the Reasoned Position Statement as published on May 18th, also taking into account events and circumstances since early March.

That included the effect of COVID-19 on QIAGEN business as they were known at this point in time. The Supervisory Board and the Management Board are fully aware of their fiduciary responsibilities to act in the best interest of the company and all its stakeholders, including shareholders. That also means that we are closely evaluating the implication of our current performance due to the impact of COVID-19 on the short but also mid-term forecast of our company. What we have observed so far is that near-term, this is positive. Although COVID-19 is a near-term positive sales driver, it is also creating challenges in several key and core areas of QIAGEN business. Longer term, the impact of COVID-19 on our company is really uncertain. QIAGEN is a top player in L ife Sciences and in Molecular Diagnostics, but we are focused mainly on niche markets.

So there is a question of what will be the attractiveness of the business when the current tailwinds will reduce. So there are potential upsides, but also downside aspects and a range of potential outcomes to be clearly considered. It is important that our shareholders can make an informed decision on accepting the offer and tendering their shares. So we have decided, as just highlighted, to provide further information in the first half of July on an accelerated basis, as announced last week, to update our shareholders on our previously communicated expectation for growth trends for the full year 2020, including the potential impact of the coronavirus pandemic on QIAGEN shares.

While the Supervisory Board and the Management Board fully support and unanimously recommend this offer, the Supervisory Board and the Management Board will continue to evaluate the attractiveness of the offer for QIAGEN and for all its stakeholders, including shareholders. If the assessment of the boards were to change, QIAGEN will act upon it in line with its legal and fiduciary duties. Back to you, Phoebe.

Phoebe Loh
Senior Director of Investor Relations, QIAGEN

Thank you, Thierry. The next question involves NeuMoDx and the rights of QIAGEN to acquire this company for $234 million. By when do you expect to acquire the company? What is the value of this right, considering that NeuMoDx has launched an FDA-approved coronavirus test? And is this incremental revenue stream already included in the company valuation performed by Barclays and Goldman Sachs? Thierry, could you take this one too, please?

Thierry Bernard
CEO, QIAGEN

Thank you, Phoebe. I think, as you all remember, it's worth reminding that we currently hold 99.9% of the shares of NeuMoDx. And the 2018 merger agreement with NeuMoDx provides us with the opportunity to acquire the remaining share of this company in mid-2020. And this would be obviously subject to approval of the antitrust authorities. Currently, as you might remember as well, we are distributing NeuMoDx outside the U.S. in all our direct countries. You are right. It is correct that NeuMoDx has launched a coronavirus test in the U.S. on their platforms, and they are responsible for the commercialization of that test for the U.S. market. At that time, we are very pleased with their progress, but it's also worth highlighting that NeuMoDx is still a very early-stage company, and they are just about to ramp up their manufacturing.

So it still needs to be proven whether this new test COVID-19 will generate sustainable revenue contribution. In terms of our discussion with Thermo Fisher, we prepared and presented alternative revenue scenarios based on the current status of QIAGEN as distributor of NeuMoDx and also in terms of full ownership, and Barclays and Goldman Sachs are both aware. We believe that the value of NeuMoDx is not less than the $234 million purchase price for the remaining stake, and we are looking forward to NeuMoDx joining QIAGEN because we believe it would ideally complete our portfolio in PCR solution. In line with our legal and fiduciary responsibilities, we will obviously communicate around material developments on the NeuMoDx situation to our shareholders when appropriate to do so. Back to you, Phoebe.

Phoebe Loh
Senior Director of Investor Relations, QIAGEN

Thank you, Thierry. The next question involves the fairness opinions by Barclays and Goldman Sachs. Why were these not updated for the reasoned position statement? Roland, could you please take this one?

Roland Sackers
CFO, QIAGEN

Sure. Thank you, Phoebe. It is market practice in international deals that the fairness opinion is provided at the date of the signing of the Business Combination Agreement, and that is not updated with each subsequent step in the process. We have, of course, evaluated events and circumstances since the date before we decided to confirm our recommendation of the offer in our Reasoned Position Statement , which was issued on May 18th, 2020. While the Supervisory Board and Managing Board continue to fully support and unanimously recommend all shareholders to accept the offer and tender their shares, they are fully aware of their fiduciary responsibilities to act in the best interest of the company and all stakeholders, including its shareholders.

That also involves closely evaluating the implication of our current performance due to the impact of COVID-19 on the short and mid-term forecast trends of our company. We continue to recommend shareholders to tender their shares. If this assessment were to change, we will act upon in line with our legal and fiduciary duties and responsibilities.

Phoebe Loh
Senior Director of Investor Relations, QIAGEN

Thank you, Roland. The next questions are related to how the boards were comfortable at recommending a transaction with Thermo Fisher at EUR 39, which one shareholder said was the same price as offered in December 2019, while in the meantime, the coronavirus pandemic was going to be an area of upside. Mr. Chairman, could you please respond?

Håkan Björklund
Chairman of the Supervisory Board, QIAGEN

Thank you. As we went through our strategic review and considered the opportunities with our various parties, as well as for QIAGEN to continue on a standalone basis, a combination with Thermo Fisher was viewed as the most appealing for QIAGEN and our stakeholders, including shareholders. The transaction announced in March 2020 had considerably different considerations than the discussions in late 2019, in particular in terms of deal certainty about regulatory and other clearances. Phoebe, over to you.

Phoebe Loh
Senior Director of Investor Relations, QIAGEN

Thank you. The next question asks for the QIAGEN participants in this general meeting to share their personal view on the current value of a QIAGEN share. Mr. Chairman?

Håkan Björklund
Chairman of the Supervisory Board, QIAGEN

Thank you. As a matter of policy, we do not comment on our own stock price, and nor does our auditor.

Phoebe Loh
Senior Director of Investor Relations, QIAGEN

Okay. Thank you. The next question involves the strategic review process. The shareholder questioned the timing of the process given the departure of the CEO and a series of profit warnings. What alternatives to a sale were considered? Mr. Chairman, could you respond?

Håkan Björklund
Chairman of the Supervisory Board, QIAGEN

Yeah. As a first point, as outlined in the Reasoned Position Statement , QIAGEN was approached by several parties in October 2019, subsequent to the series of announcements. This was not a proactive decision. The board had the fiduciary responsibility to review the indication of interest that came in, and this is what we did. As we went through our strategic review and considered the opportunities with various parties, as well as for QIAGEN to continue on a standalone basis, the combination with Thermo Fisher was viewed as the most appealing for QIAGEN and our stakeholders, including shareholders.

Phoebe Loh
Senior Director of Investor Relations, QIAGEN

Thank you. The next group of questions also relates to the strategic review process. These include whether the Supervisory Board had contact with any of the other parties interested in QIAGEN in 2019 after reengaging with Thermo Fisher in January 2020. A related question is why the Supervisory Board is convinced that Thermo Fisher made the best offer if no such additional contact was made. Mr. Chairman, could you respond?

Håkan Björklund
Chairman of the Supervisory Board, QIAGEN

Thank you. The Thermo Fisher proposal was ultimately the most compelling offer to come out of a competitive process that involved discussions with multiple parties. The market was well aware of M&A discussions in the fall of 2019 that began after several informal and formal approaches were received following the announcements in October. Our ad hoc announcement on November 15th confirmed that several non-binding indications of interest were received, and there were ongoing discussions to explore potential strategic alternatives.

Our banker carried out a market check at the time to solicit further expressions of interest. Our Management Board and Supervisory Board are very much aware of their legal and fiduciary duty to act in the best interest of the company and all stakeholders, including shareholders. Long discussions were held to make sure the Thermo Fisher proposal is in the best interest of shareholders, including regulatory considerations. Any party can approach us and put up a more attractive offer for QIAGEN . No other buyer has come forward in the meantime.

Phoebe Loh
Senior Director of Investor Relations, QIAGEN

Thank you. We received a question about the interaction between the Managing Board and the Chairman of the Supervisory Board and the role of the Supervisory Board Chairman in the negotiations and making decisions about the transaction. Mr. Chairman, could you respond?

Håkan Björklund
Chairman of the Supervisory Board, QIAGEN

Well, given that the question involves me, I would like to ask Roland and Thierry to respond.

Roland Sackers
CFO, QIAGEN

Thank you, Håkan. I want to make clear that Thierry and I were actively involved in this process. This is outlined in the background information section of the Reasoned Position Statement . Thierry?

Thierry Bernard
CEO, QIAGEN

Oh, yes. I agree with you, Roland. I mean, that was a process that actively involved the Management Board and other, by the way, senior leaders of our company. And this was especially the case in terms of engagement with the interested parties and our meetings. And I would say, in addition, is that the Dutch Corporate Governance Code actually promotes close and timely involvement of the Supervisory Board in takeover situation. So the involvement of Håkan was fully in line with that.

Phoebe Loh
Senior Director of Investor Relations, QIAGEN

Thank you, Roland and Thierry. We received a question about the ad hoc release on December 24th when QIAGEN announced the end of the strategic review process and how things developed from there, including the restart of discussions with Thermo Fisher a few weeks later in January 2020. Mr. Chairman, could you please respond?

Håkan Björklund
Chairman of the Supervisory Board, QIAGEN

Thank you. As you know, a Management Board and Supervisory Board call was held on December 24th to review the status of discussions and negotiations with parties interested in the transaction with QIAGEN . At that time, we concluded there was no transaction that was likely and superior to a standalone scenario for QIAGEN . These events are outlined in the background section of the Reasoned Position Statement . Therefore, we immediately and unfortunately, on Christmas Eve, issued an ad hoc statement informing the market about our conclusions in line with our fiduciary responsibilities and capital market duties.

At that point in time, all interactions with all interested parties were stopped. As noted in the Reasoned Position Statement , I met with Marc Casper of Thermo Fisher in January 2020 at the J.P. Morgan conference in San Francisco. The outcome of the brief meeting, on the suggestion of Mr. Casper, was that external lawyers representing the companies would revisit the regulatory and legal issues related to potential transaction. It was only after our external lawyers confirmed that they had made progress in discussing these legal and regulatory topics that the discussions on the potential business combination between the companies were resumed.

Phoebe Loh
Senior Director of Investor Relations, QIAGEN

Thank you. Yeah. The next question asks to please outline any conflicts of interest, economic holdings, and future roles at Thermo Fisher that the chairman and all members of the Supervisory Board have. Mr. Chairman, could you please respond?

Håkan Björklund
Chairman of the Supervisory Board, QIAGEN

Yes. Thank you. We asked all of our Supervisory Board members ahead of this general meeting to respond to the statements in this question. No member of the Supervisory Board had any conflict of interest with Thermo Fisher or economic holdings in Thermo Fisher. Upon settlement of the tender offer, I have agreed to serve as an independent board member of QIAGEN for a limited time to represent the interest of all stakeholders, and particularly QIAGEN employees, after the acquisition.

Over to you, Phoebe.

Phoebe Loh
Senior Director of Investor Relations, QIAGEN

Thank you. We received a question as to why QIAGEN cannot remain independent given that the market remains attractive for the company's products. They have also asked, who do you see as QIAGEN's direct competitors and whether we have considered transferring our structure from a Dutch NV structure into a Germany-based SE structure? Thierry, could you take this one, please?

Thierry Bernard
CEO, QIAGEN

Thank you. Phoebe, this is indeed a very good question, and this is exactly what the Supervisory Board and the Managing Board did in conducting the strategic review that we described. In the end, we did believe that the combination with Thermo Fisher offers a really attractive potential for QIAGEN stakeholders, shareholders, compared to a standalone structure, and the reasons are once again outlined in the reasoned position statement. As for competitors in molecular diagnostics, as you know, I believe, we have a number of established players. I could quote names like Roche Diagnostics, Abbott, Hologic. In the L ife Sciences , you have equally known names such as Bio-Rad, Roche, again, Promega, Merck, and others, and we also, by the way, compete against Thermo Fisher in certain markets.

As for the question on the Netherlands, QIAGEN has been domiciled in the Netherlands for more than 20 years, and I believe that we really feel at home in this country. Back to you, Phoebe.

Phoebe Loh
Senior Director of Investor Relations, QIAGEN

Thank you. We received a question from a shareholder asking why they should agree to the offer and to outline the most important reasons and benefits in terms of R&D, production, marketing, sales, and administration. Thierry, could you take this one?

Thierry Bernard
CEO, QIAGEN

Thank you, Phoebe. It's a very good question as well, and I think we have many arguments to highlight. As we said before, I strongly believe, we strongly believe that this combination opens up new horizons for QIAGEN, not only for our products, but also for our innovation power and for our employees because they will become part of a much broader, a much larger, and truly global organization.

When we look at the potential companies for a strategic combination, Thermo Fisher indeed really appeared at the top of our list. In terms of R&D, we share a common vision anchored in cutting-edge innovation. This will, no doubt, allow QIAGEN to find further opportunities to accelerate QIAGEN growth drivers, as well as providing synergies for combined expertise to develop new solutions for the benefit of customers. As I told you before, for example, when I mentioned the success of QIAGEN Diagnostics in the pandemic COVID-19, I'm fully convinced that in a combined position with Thermo Fisher, we could even have gone further than the current success. In terms of production, we share a common commitment to the highest quality standards with Thermo Fisher. QIAGEN's production sites will play a key role in continuing to deliver our products to customers worldwide.

In terms of marketing and sales, the first thing that comes to my mind is that the QIAGEN brand and the product names will continue within Thermo Fisher, and they will join a top brand, a group of top brands in the industry. Our combined commercial reach will allow QIAGEN to serve even more diverse customer segments and geographies over the world. Just to give you an example, Thermo Fisher is a $1 billion revenue company in China. That could be a fantastic new opportunity for our own operation in this key market. And lastly, in terms of administration, this combination offers opportunities to gain efficiencies and share best-in-class practices, in particular the success of our shared service centers as true centers of excellence. Back to you, Phoebe.

Phoebe Loh
Senior Director of Investor Relations, QIAGEN

Thank you. We received questions about the impact of the deal on our employees and the impact by geographic region. Thierry, could you respond?

Thierry Bernard
CEO, QIAGEN

Thank you, Phoebe. Once again, as we said before, our employees were a key component of our discussion with Thermo Fisher. Acquisitions in our industry are typically driven by a vision of accelerating growth, of driving innovation to the next level, and this obviously can create opportunities for employees. Had we not started the integration planning work yet with Thermo Fisher, it's obviously difficult to assess the potential impact on the region and the focus points for expansion on our activity. This will have to wait for the final outcome of the tender offer, the regulatory approval, of course, and for QIAGEN at that time to become part of Thermo Fisher. Phoebe?

Phoebe Loh
Senior Director of Investor Relations, QIAGEN

Thank you. We also received a question on the actual situation for hiring and retaining talent within QIAGEN in light of the pending transaction. Thierry, one more for you. Yes, of course.

Thierry Bernard
CEO, QIAGEN

Thank you, Phoebe. I think it's very comforting for Roland and I for the Executive Committee to see that so far we have seen neither an increase in turnover nor challenges to attract key talent to QIAGEN since the transaction announcement. And if I may, just let me give you an example. After the announcement, when we really ramped up our manufacturing capability and asked people to volunteer in Hilden, for example, to volunteer to join our manufacturing people, we received more applications than needed, and we had to stop this process barely after a day and a half. That shows, again, the commitment of our employees. Back to you, Phoebe.

Phoebe Loh
Senior Director of Investor Relations, QIAGEN

Thank you, Thierry. Now, shifting gears, we have a question in terms of taxation. In case of a full takeover of QIAGEN by Thermo Fisher, would the capital gains to shareholders be subject to a 30% tax in the Netherlands? Roland, could you please respond?

Roland Sackers
CFO, QIAGEN

Thank you, Phoebe. The taxation of shareholders depends on many factors. This includes the country of residence of the shareholder, whether the shares are held by an individual or a corporate entity, and whether the shares have been tendered or are subject to the post-merger restructuring. Our understanding is that, for example, a German resident individual who tenders his shares will only be subject to German capital gain tax. In contrast, it is our current understanding that a German resident individual who receives compensation in the form of liquidation proceeds as part of the back-end restructuring may, in addition, be subject to Dutch withholding tax at a rate of 15% for the larger part of the proceeds.

We refer you to our comprehensive description in Section 19 of the Reasoned Position Statement and urge each individual to consult their personal tax advisor.

Phoebe Loh
Senior Director of Investor Relations, QIAGEN

Thank you. The next question involves the Stichting Preferente Aandelen, and what role do they play in the acquisition? Do they participate in the tender offer, at which price, and can they block the acquisition? Mr. Chairman, could you respond?

Håkan Björklund
Chairman of the Supervisory Board, QIAGEN

Thank you. The foundation has thoroughly reviewed the terms of the offer and has agreed in writing that it shall not exercise its option right in a way that would reasonably be expected to adversely affect the timely consummation of the transactions as contemplated by the Business Combination Agreement. The Stichting does not participate in the offer. The Stichting currently holds no shares in QIAGEN's share capital.

If it were to hold shares, such shares would be preference shares, while the offer is only made for all issued ordinary shares in QIAGEN. I would now like to give the shareholders who submitted these written questions the opportunity to ask written follow-up questions related to the earlier written questions, and these follow-up questions will, as much as possible, be addressed at the end of this meeting under agenda item 22. I would now like to conclude this item of the meeting. The next agenda item is the conditional amendment of the company's articles of association, part one. Under agenda item 19, it's proposed to appoint new Supervisory Board Directors as the settlement of Thermo Fisher's offer. This proposed commencement of the term of appointment deviates from the term as stipulated by items Article 22.1 of the company's Article of Association.

It is therefore proposed to amend the company's articles of association in order to facilitate the proposed appointment of supervisory directors. This resolution is conditioned upon and subject to the satisfaction or effective waiver of the antitrust clearance condition as described in the offer document. We have not received any written questions in relation to this agenda item prior to the meeting, and I would therefore like to proceed with the voting result. I note that the adoption of this resolution includes the grant of an authorization to each member of the Management Board, as well as each lawyer, candidate civil law notary , and legal advisor practicing with De Brauw Blackstone Westbroek, to execute the deed of amendment of the articles of association, part one, and to undertake all other activities that the holder of such authorizations deems necessary or useful in connection therewith.

As the voting on this item, I conclude that 85% of the votes were cast in favor of the proposal to resolve upon the conditional amendment of the company's articles of association, part one. I hereby record that the proposal has been adopted and conclude this item. The next item relates to certain measures that may be implemented after the settlement of the offer by Thermo Fisher. As acknowledged by the company, the aim of the offer by Thermo Fisher is to ultimately fully acquire QIAGEN. In addition to the settlement of the offer, the path to this 100% acquisition may also require the implementation of certain post-offer measures. These post-offer measures form the so-called back-end part of the offer.

These measures are technical in nature, and their potential consequences for shareholders who do not tender the shares in the offer are described in great detail in the explanatory notes to this agenda item 18, as included in the proxy statement in Section 8.5 of the offer document. As you see in the explanatory note, the post-offer measures involve a number of consecutive steps that would be implemented following the settlement. Some of these steps require a resolution by the company's shareholders, and these are put to a vote as one overarching voting item, which is referred to as the back-end resolution. The contents of the back-end resolution are reflected in the description of this agenda item in the agenda and the explanatory notes thereto. The back-end resolution is conditional upon and subject to the settlement having occurred. Adoption of the back-end resolution is an offer condition.

We have received a question in respect to this agenda item, which I would like to address now. Phoebe, can you please begin?

Phoebe Loh
Senior Director of Investor Relations, QIAGEN

Yes. We have a question asking for an explanation as to the thinking of the board in terms of the 75% acceptance threshold and any waiver. Mr. Chairman, could you answer please?

Håkan Björklund
Chairman of the Supervisory Board, QIAGEN

Thank you. I will. Thank you. As outlined in the Reasoned Position Statement , the offer can only be settled if the acceptance threshold is met or waived at the end of the tender period. QIAGEN's consent is required for any waiver of the acceptance threshold. We will, of course, take our fiduciary duties towards our shareholders very seriously in deciding on this matter if the 70% threshold is not achieved. Any decision of this matter will be thoroughly evaluated and discussed by both boards of QIAGEN.

Rest assured that a key consideration for the boards will be to understand the reason why some of our shareholders believe the offer is not attractive enough and do not want to tender their shares. I would now like to give the shareholders who submitted these written questions the opportunity to ask written follow-up questions relating to the earlier written questions. These follow-up questions will, as much as possible, be addressed at the end of this meeting under agenda item 22. I would like to proceed with the voting results in respect of the conditional back-end resolution. As more than 50% of the company's issued share capital is represented at this meeting, the proposal set forth under agenda item 18 shall be validly adopted by a simple majority of the votes cast.

As to the voting on this item, I conclude that 87% of the votes were cast in favor of the proposal, and I hereby record that the conditional back-end resolution has been adopted. I would now like to go to the next agenda item. Agenda items 19A through 19G also concern the transaction with Thermo Fisher and involves the proposal to reappoint one incumbent supervisory director and appoints six new supervisory directors of the company, subject to and with effect as of the settlement. It is contemplated that the composition of the Supervisory Board will be changed, that as per the day of settlement, the Supervisory Board will be comprised of seven individuals identified by Thermo Fisher, of whom two shall qualify as independent.

Following Thermo Fisher's proposal to that effect, QIAGEN's joint meeting unanimously adopted the resolution to make a binding nomination for the appointment to the Supervisory Board for a term beginning as per the settlement and with respect to the two independent members ending at the completion date as defined in the offer document. Of the following Thermo Fisher employees: Mr. Michael A. Boxer, Mr. Paul G. Parker, Mr. Gianluca Pettiti, Mr. Anthony H. Smith, and Mr. Stefan Wolf, and the following two independent members: Ms. Barbara W. Wall and myself, Håkan Björklund. More information on the nominees is included in the explanatory note to this agenda item 19. As agenda item 19A concerns the proposal to reappoint to the reappointment of myself as supervisory director, I will again ask Dr. Metin Colpan to deal with this proposal.

We have not received any written questions in relation to these agenda items prior to the meeting, and I would therefore like to proceed with the voting results in respect of the proposal to appoint each of the nominees. According to QIAGEN's articles of association, these proposals will be adopted unless they're overruled by at least two-thirds of the votes cast being against the proposal, provided that these votes also represent more than 50% of the issued share capital as at the date of this Annual General Meeting . With the voting on these items, I conclude that in respect of the proposal to appoint Mr. Michael A. Boxer as supervisory director as of the settlement, 81% of the votes were cast in favor. In respect of the proposal to appoint Mr. Paul G. Parker as supervisory director of the settlement, 80% of the votes were cast in favor.

In respect of the proposal to appoint Mr. Gianluca Pettiti as supervisory director as of the settlement, 81% of the votes were cast in favor. In respect of the proposal to appoint Mr. Anthony H. Smith as supervisory director as of the settlement, 81% of the votes were cast in favor. In respect of the proposal to appoint Ms. Barbara W. Wall as supervisory director as of the settlement, 86% of the votes were cast in favor. And in respect of the proposal to appoint Mr. Stefan Wolf as supervisory director as of the settlement, 81% of the votes were cast in favor. I hereby record that the proposal to appoint each of these six nominees to the Supervisory Board as per the settlement have all been adopted.

As mentioned earlier, I will now ask Mr. Metin Colpan to deal with the voting in respect of the proposal regarding my own reappointment.

Metin Colpan
Co-Founder, QIAGEN

Thank you, Håkan. As to the voting in respect of the proposal to reappoint Dr. Håkan Björklund as a Supervisory Director as per the settlement and until the completion date, 74% of the votes were cast in favor. I record that this proposal has been adopted. I would like to hand the word back to Håkan.

Håkan Björklund
Chairman of the Supervisory Board, QIAGEN

Thank you, Metin. With these last voting results on this agenda item presented, I hereby conclude this item. I would now like to move on to the next agenda item. This agenda item relates to the previous item on the composition of the Supervisory Board as per the settlement.

In connection with the recommended offer and appointment of the new supervisory director, it is proposed to, subject to the settlement having occurred, accept the voluntary resignations of these supervisory directors. Mr. Bancel, Dr. Colpan, Professor Levine, Professor Mardis, Mr. Rosen, and Ms. Tallett provided that each of them is still in office immediately prior to the settlement. In connection with their voluntary resignation, it is furthermore proposed to, subject to the settlement having occurred, grant these supervisory directors full and final discharge from any liability for their acts of supervision up to the date of this general meeting, provided that no discharge shall be given to any supervisory director for acts as a result of fraud, negligence, or willful misconduct of such supervisory director.

We have not received any written questions in relation to this agenda item prior to the meeting, and I would therefore like to proceed with the voting result in respect of this proposal. As to the voting on this item, I conclude that 85% of the votes were cast in favor of the proposal, and I hereby record that the proposal has been adopted and conclude this item. We have now arrived at the last voting item of this annual meeting, and this involves the conditional amendments of Articles of Association, Part III. QIAGEN and Thermo Fisher have agreed that if Thermo Fisher so requests, QIAGEN's share will be delisted from the New York Stock Exchange and the Frankfurt Stock Exchange as soon as possible after the settlement.

In light of this potential request, it is proposed to amend QIAGEN's Articles of Association to make them better suited to the company's post-de-listing situation. This resolution is conditioned upon and subject to the delisting of the company's shares from these two exchanges. We have not received any written questions in relation to this agenda item prior to the meeting, and I would therefore like to proceed with the voting results. I note that the adoption of this resolution includes the grant of an authorization to each member of the Managing Board , as well as each lawyer and civil law notary, and each employee of the company to execute the deed of amendment of the Articles of Association, Part III, and to undertake all other activities that a holder of such authorization deems necessary or useful in connection therewith.

As to the voting on this item, I conclude that 87% of the votes cast were in favor, and I hereby record that the proposal has been adopted and conclude this item. We have now voted on all the proposals on the agenda. As mentioned at the beginning of this meeting, at this time, I would like to, as much as possible, address the follow-up questions that we have received during the meeting. So, Phoebe, over to you.

Phoebe Loh
Senior Director of Investor Relations, QIAGEN

Thank you, Mr. Chairman. We have received two questions during the meeting. The first question is, at what price would Mr. Sackers bid for QIAGEN for a takeover if he had the dollars? Also, what does the company's balance sheet say about uncovered reserves? Roland can respond.

Roland Sackers
CFO, QIAGEN

Yeah. Thank you, Phoebe. Just trying to recover the dollars. As we stated earlier, it is a matter of policy that we do not comment on our own share price. I think we did that all over the last years, and I think I'm not going to change that as of today. As for the question on the balance sheet, it is a fair representation of our overall financial situation and based, of course, on accounting standards. The balance sheet is either on U.S. GAAP or on IFRS standards, and of course, for some components, it reflects a fair value, but for many others, historic acquisition prices and expenses, which are depreciated or amortized. And therefore, we cannot comment on the exact amount of differences between book values and fair market values and whether this constitutes uncovered reserves.

Phoebe Loh
Senior Director of Investor Relations, QIAGEN

Thank you.

Roland Sackers
CFO, QIAGEN

Back to you, Phoebe. Thanks.

Phoebe Loh
Senior Director of Investor Relations, QIAGEN

The second question involves the numbers on a shareholder's proxy voting card, which are not matching those on the Annual General Meeting agenda. Is this unusual? The reappointments on this form have different numbers than the agenda. He asked that this be noted in the notary's report of the meeting. Roland, could you respond?

Roland Sackers
CFO, QIAGEN

It is possible that your proxy voting card from your bank could have a different numbering than the agenda item numbers in our proxy. This actually occurs often and is unfortunately beyond the control of companies. Same, of course, is true for others as well. It is because the banks will remove non-voting items from the agenda, from the voting forms, and that causes sometimes a confusion. Again, unfortunately, it's outside the control of any company. And I think it's a good point, nevertheless, for shareholders to discuss this topic with their respective banks.

Phoebe Loh
Senior Director of Investor Relations, QIAGEN

Okay. Thank you. We have no more questions. Mr. Chairman?

Thierry Bernard
CEO, QIAGEN

You're on mute, Håkan.

Håkan Björklund
Chairman of the Supervisory Board, QIAGEN

Okay. But do you hear me now?

Thierry Bernard
CEO, QIAGEN

Yes, we can hear you.

Håkan Björklund
Chairman of the Supervisory Board, QIAGEN

Okay. Sorry. I was saying, Phoebe, I understand that that means that we have no unanswered question, but we have answered to some follow-up questions that have been received.

Phoebe Loh
Senior Director of Investor Relations, QIAGEN

That's correct.

Håkan Björklund
Chairman of the Supervisory Board, QIAGEN

Thank you. So before I close this meeting, I would like to thank all of you for following and contributing to this important, historic, and very unusual Annual General Meeting of shareholders of QIAGEN NV. On behalf of the Supervisory Board, I would also like to thank the Managing Board, the Executive Committee, and all our employees worldwide for the contribution to the success of QIAGEN . Thank you again.

Thierry Bernard
CEO, QIAGEN

Thank you.

Metin Colpan
Co-Founder, QIAGEN

Thank you.

Roland Sackers
CFO, QIAGEN

Thank you all.

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