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Expert Corporate Governance Service (ECGS)
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Qiagen - AGM 17 June 2019

In general, QIAGEN is in compliance with the Dutch regulations relating to the organisation and procedures of the Annual General Meeting.

Under ITEM 8b, it is proposed to re-appoint Mr. Håkan Björklund as Member of the supervisory board. Although Mr. Björklund is considered independent, ECGS has concerns over his aggregate time commitments. Mr. Björklund is serving as Chairman of the board of directors of Acino AG, QIAGEN N.V. and Swedish Orphan Biovitrum AB (all listed), which exceeds ECGS¶ guidelines. In view of concerns over aggregate time commitments, ECGS recommends to vote OPPOSE.

Under ITEM 11c, the supervisory board seeks authorisation to issue additional shares in connection with mergers, acquisitions and/or strategic alliances. In aggregate, the authorities requested to issue shares are limited to 20% of the Company's share capital, which exceeds' ECGS' guidelines. Consequently, ECGS recommends to vote OPPOSE.

Finally, under ITEM 12, the supervisory board seeks authority to repurchase own common and preference shares. Although ECGS agrees with the requested authorisation to repurchase common shares, it does not approve of the authorisation to repurchase preference shares. In ECGS' view the possible premium of three times the issuance price is too generous. Accordingly, ECGS recommends to vote OPPOSE.

Underlying
Qiagen N.V.

Qiagen is provider of Sample to Insight solutions to transform biological materials into valuable molecular insights. Co.'s sample technologies process DNA, RNA and proteins from blood, tissue and other materials. Assay technologies make these biomolecules visible and ready for analysis. Bioinformatics software interprets data. Automation solutions unite these together in molecular testing workflows. Co. provides these workflows to four classes: Molecular Diagnostics (human healthcare), Applied Testing (forensics, veterinary testing and food safety), Pharma (pharmaceutical and biotechnology companies) and Academia (life sciences research). Co. markets its products in more than 130 countries.

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Proxinvest
Proxinvest

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Expert Corporate Governance Service (ECGS)

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