☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report

Commission File Number 001-38332

QIAGEN N.V. (Exact name of Registrant as specified in its charter) n/a (Translation of Registrant's name in English) The Netherlands (Jurisdiction of incorporation or organization) Hulsterweg 82 5912 PL Venlo The Netherlands 011-31-77-355-6600 (Address of principal executive offices)

_____________________________________________ Roland Sackers, Tel: 011-31-77-355-6600, Fax: 011-31-77-355-6658

QIAGEN N.V., Hulsterweg 82, 5912 PL Venlo, The Netherlands (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

_____________________________________________ Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of class: Trading Symbol Name of each exchange on which registered: Common Shares, par value EUR 0.01 per share QGEN New York Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None _____________________________________________

The number of outstanding Common Shares as of December 31, 2024 was 222,290,848.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☒ Yes ☐ No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. ☐ Yes ☒ No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See definition of "large accelerated filer," "accelerated filer," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Emerging Growth Company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards* provided pursuant to Section 13(a) of the Exchange Act. ☐

* The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effective of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

☒ U.S. GAAP
☐ International Financial Reporting Standards as issued by the International Accounting Standards Board
☐ Other

If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow: ☐ Item 17 ☐ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

Unless the context otherwise requires, references herein to "we," "us," "our," the "Company" or to "QIAGEN" are to QIAGEN N.V. and its consolidated subsidiaries. Totals within tables presented in U.S. dollar millions may contain rounding differences.

EXCHANGE RATES

QIAGEN publishes its financial statements in U.S. dollars. In this Annual Report on Form 20-F, references to "dollars" or "\$" are to U.S. dollars, references to CHF are to the Swiss franc, and references to "EUR", the "euro" or "€" are to the European Monetary Union euro. Except as otherwise stated herein, all monetary amounts in this Annual Report on Form 20-F have been presented in U.S. dollars.

The exchange rate used for the euro was obtained from the European Central Bank and is based on the daily concertation procedure between central banks across Europe, which normally takes place around 2:10 P.M. Central European Time. This rate at March 26, 2025, was \$1.0788 per €1.

For information regarding the effects of currency fluctuations on our results, see "Operating and Financial Review."

TRADEMARKS

We have proprietary rights to trademarks, trade names and service marks used in this Annual Report on Form 20-F that are important to our business, many of which are registered under applicable intellectual property laws. Solely for convenience, trademarks, trade names and service marks referred to in this Annual Report on Form 20-F may appear without the "®" or "™" symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent possible under applicable law, our rights or the rights of the applicable licensor to these trademarks, trade names and service marks. We do not intend our use or display of other companies' trademarks, trade names or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies. Each trademark, trade name or service mark of any other company appearing in this Annual Report on Form 20-F is the property of its respective holder.

Overview

QIAGEN Shares

Market Environment

In 2024, the global economy experienced modest growth amid a complex landscape of challenges and developments. The United Nations reported a global economic growth rate of 2.8% for 2024, consistent with the previous year and below the pre-pandemic average of 3.2%. In 2024, global stock markets exhibited robust performance, with notable regional variations.

The U.S. stock market saw significant growth in 2024, with the S&P 500 gaining 23% and the Dow Jones Industrial Average rising 13%, fueled by strong performances in technology and industrial sectors alongside easing inflation and favorable monetary policies. Many mega-cap tech companies excelled, driven by advancements in AI (artificial intelligence), cloud computing and digital innovation.

The German stock market, led by the DAX Index of the 40 largest blue-chip stocks in Germany (which includes QIAGEN), gained 19% in 2024, driven by economic recovery, declining inflation and supportive European Central Bank policies that included rate cuts. Key sectors such as industrials, automotive and renewable energy advanced on strong exports and technological advancements.

Global Shares listed in the U.S. and Europe

QIAGEN's Global Shares have been traded in the United States since 1996 and are currently traded on the New York Stock Exchange (NYSE: QGEN) and in Germany on the Frankfurt Stock Exchange (XETRA: QIA) since 1997. Since 2003, they have also been listed in the Prime Standard segment, traded on both the XETRA electronic platform and the Frankfurt Börse floor.

These shares provide equal rights to all shareholders and are available for trading in U.S. dollars or euros on either exchange.

QIAGEN's listing on the NYSE allows us to tap into a broad base of international investors, particularly in the U.S. The NYSE listing supports our visibility in North American markets, where our products are widely used in research and healthcare.

Our listing on the Frankfurt Stock Exchange caters to European investors and reflects the integration of QIAGEN into the European economic landscape as a company headquartered in the Netherlands along with a strong presence in Germany.

The dual listing on these important stock exchanges enhances QIAGEN's global investor base and improves liquidity for our shares while increasing the opportunity to attract investors, particularly those in the U.S. restricted to holding only U.S. dollar-denominated investments.

Share Price and Liquidity

In 2024, QIAGEN, listed as QGEN on the NYSE and QIA on the Frankfurt Stock Exchange, delivered modest growth in a challenging environment for the industry. On the NYSE, QGEN grew about 3%, reflecting a steady upward trend in line with sector peers. Likewise on the Frankfurt Exchange, QIA rose 9% over the year, mirroring the positive trajectory observed on the NYSE.

The stock price increase for QIAGEN in 2024 reflected solid financial performance against broader adverse market conditions and sector-specific challenges, leading to relatively flat growth compared to major indices. The post-pandemic economic recovery drove higher demand for diagnostic and research tools, while competition to develop new innovations continued in the Life Sciences sector.

Our shares continued to offer high liquidity, with an average daily trading volume of approximately 1.7 million in 2024 – approximately 1.1 million in the U.S. and 0.5 million in Germany.

As of December 31, 2024, the free float, which affects weighting of QIAGEN shares in various indices, was approximately 99%.

Overview

Shareholder Structure

QIAGEN's global investor base includes over 500 identified institutional investors, with approximately 60% in North America, 35% in Europe and the remainder in other regions. As of the end of 2024, the Managing Board and Supervisory Board collectively held less than 1% of QIAGEN's outstanding Common Shares.

Market Capitalization

	2024
Year-end market capitalization (in \$ million)	9,899
Year-end market capitalization (in € million)	9,569

Annual Shareholder Meeting

At the Annual General Meeting on June 21, 2024, in Venlo, The Netherlands, shareholders overwhelmingly approved all agenda items. A total of 76% of QIAGEN shares were voted at the meeting, representing approximately 170.7 million of QIAGEN's 223.9 million issued shares as of the record date. Details of attendance and voting results are available at corporate.QIAGEN.com.

Investor Relations and Shareholder Engagement

QIAGEN is dedicated to providing shareholders, analysts and global communities with clear, comprehensive and accessible information about its performance, strategy, vision, mission and future prospects. Engagement efforts include individual calls, roadshows and participation in broker-sponsored investor conferences. In June 2024, QIAGEN hosted its Capital Markets Day at the New York Stock Exchange, outlining its strategic vision and financial targets through 2028.

QIAGEN's Investor Relations team has been consistently recognized as having one of the top teams in the EMEA region within the MedTech industry and also among the top five in the Healthcare sector.

Investor events hosted by QIAGEN have been particularly recognized for improving investor access through virtual formats.

2024 Shareholder Structure by Geography

2024 Shareholder Structure by Investor Type

QIAGEN N.V. | Financial Report 2024 Overview Management Report Corporate Governance Financial Statements Appendices Page 7

Overview

QIAGEN Share Indices and Prices - NYSE

Our shares have traded on the New York Stock Exchange (NYSE) since 2018 under the symbol QGEN. Prior to the transition to the NYSE, our Common Shares were traded on NASDAQ since the IPO (Initial Public Offering) in 1996 under the same QGEN ticker.

New York Stock Exchange (NYSE)	2024
Year-end price	\$44.53
High	\$47.44
Low	\$39.03
Average daily trading volume (in million shares)	1.12

QIAGEN Share Indices and Prices - Germany

Our shares, traded on the Frankfurt Stock Exchange (XETRA) under the symbol QIA since a secondary IPO in September 1997, joined the DAX Index of the 40 largest blue-chip stocks in September 2021, reflecting our status among Germany's top publicly traded companies by market capitalization.

Frankfurt Stock Exchange (XETRA)	2024
Year-end price	€43.05
High	€44.13
Low	€36.59
Average daily trading volume (in million shares)	0.54

Overview

QIAGEN Historical Share Price History - NYSE

The following tables set forth the annual high and low sale prices for the last five years, the quarterly high and low sale prices for the last two years and the monthly high and low sale prices for the last six months on the NYSE.

	High (\$)	Low (\$)
Annual:
2020	55.27	32.97
2021	59.00	45.58
2022	55.12	40.38
2023	51.18	34.74
2024	47.44	39.03
	High (\$)	Low (\$)
Quarterly 2023:
First Quarter	51.18	45.08
Second Quarter	46.99	43.80
Third Quarter	47.70	38.98
Fourth Quarter	43.73	34.74
Quarterly 2024:
First Quarter	45.87	42.08
Second Quarter	46.01	39.03
Third Quarter	47.44	39.73
Fourth Quarter	46.66	40.35
Quarterly 2025:
First Quarter (through March 26)	47.93	37.63

	High (\$)	Low (\$)
Monthly:
October 2024	45.51	41.51
November 2024	45.35	40.35
December 2024	46.66	43.23
January 2025	47.93	43.55
February 2025	44.20	38.16
March 2025 (through March 26)	40.13	37.63

Overview

QIAGEN Historical Share Price History - Germany

	High (€)	Low (€)
Annual:
2020	46.95	29.55
2021	51.56	37.38
2022	49.37	37.95
2023	48.36	32.74
2024	44.13	36.59
	High (€)	Low (€)
Quarterly 2023:
First Quarter	48.36	41.57
Second Quarter	43.47	39.62
Third Quarter	43.39	36.73
Fourth Quarter	40.07	32.74
Quarterly 2024:
First Quarter	42.19	38.77
Second Quarter	42.36	36.59
Third Quarter	42.81	36.75
Fourth Quarter	44.13	38.13
Quarterly 2025:
First Quarter (through March 26)	47.53	35.00

	High (€)	Low (€)
Monthly:
October 2024	41.23	38.36
November 2024	42.69	38.13
December 2024	44.13	40.88
January 2025	47.53	41.35
February 2025	42.84	36.62
March 2025 (through March 26)	37.10	35.00

Business and Operating Environment

Company Overview

QIAGEN is a leading global provider of Sample to Insight solutions, enabling customers to extract and gain valuable molecular insights from samples containing the building blocks of life. Our Sample technologies isolate and process DNA (deoxyribonucleic acid), RNA (ribonucleic acid) and proteins from blood, tissue and other materials. Assay technologies prepare these biomolecules for analysis while bioinformatics software and knowledge bases can be used to interpret data to find actionable insights. Automation solutions bring these processes together into seamless and cost-effective workflows. We serve over 500,000 customers globally in Life Sciences (academia, pharma R&D and industrial applications, primarily forensics) and Molecular Diagnostics for clinical healthcare. As of December 31, 2024, we employed more than 5,700 people in over 35 locations worldwide.

QIAGEN was founded in 1984 and began operations in 1986 as a pioneer in the emerging biotechnology sector with a revolutionary method that standardized and accelerated the extraction and purification of nucleic acids from biological samples, which means any material containing DNA, RNA or proteins. As molecular biology and genomic knowledge has grown to influence many areas of daily life, we have expanded to serve the full spectrum of market needs while developing new instruments, consumables and digital solutions, partnering with researchers and pharmaceutical companies, and acquiring companies and technologies that best complement our portfolio. We continue to accelerate our portfolio growth and increase our efficiency and effectiveness while also enhancing our customer experience, our corporate citizenship and our position as an employer of choice.

Our strategy is anchored by a commitment to deliver solid profitable growth by focusing our resources on a group of Pillars that represented approximately 70% of sales in 2024 and are expected to reach combined sales of approximately \$2 billion in 2028. The Pillars involve three product groups where QIAGEN is developing leadership positions: the digital PCR (Polymerase Chain Reaction) platform QIAcuity, the clinical PCR syndromic testing solution

QIAstat-Dx and the QIAGEN Digital Insights portfolio of bioinformatics solutions for improved analysis and interpretation of complex genomic data.

Additionally, two Pillars involve product groups where QIAGEN has strong top positions and where we want to consolidate our leadership: Sample technologies that are used to gain access to DNA and RNA from a biological sample and the QuantiFERON technology platform for latent disease detection, best known for its use in detecting tuberculosis (TB).

Our growth has been funded through internally generated funds as well as through debt offerings and the public sales of equity securities.

Our Global Shares are listed on the New York Stock Exchange under the ticker symbol QGEN and on the Frankfurt Stock Exchange as QIA.

QIAGEN N.V. is the holding company for more than 50 consolidated subsidiaries, many of which have the primary function of distributing our products and services on a regional basis. Certain subsidiaries also have research and development or production activities. The Company is registered under its commercial and legal name QIAGEN N.V. with the trade register (kamer van koophandel) of the Dutch region Limburg Noord under file number 12036979. QIAGEN N.V. is incorporated under Dutch law as a public limited liability company (naamloze vennootschap) and is organized as a holding company. Our principal executive office is located at Hulsterweg 82, 5912 PL Venlo, The Netherlands, and our telephone number is +31-77-355-6600.

Further information on QIAGEN can be found at www.qiagen.com. The U.S. Securities and Exchange Commission (SEC) website at www.sec.gov contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. Information contained in, or that can be accessed through, our website is not a part of, and shall not be incorporated by reference into, this Annual Report. We have included our website address in this document solely as an inactive textual reference.

Operating Environment

Economic Environment

The global economy grew by approximately 2.8% in 2024, consistent with the previous year. This growth trajectory can be attributed to persistent inflationary pressures, elevated borrowing costs and geopolitical uncertainties which continued to weigh on economic performance. While central banks around the world made strides in moderating inflation, the effects of sustained monetary tightening and higher interest rates curtailed growth in developed economies. The U.S. Dollar Index displayed moderate volatility in 2024, influenced by varying monetary policies, fluctuating commodity prices and divergent regional growth trends.

Industry Environment

Life Sciences and Molecular Diagnostics continued to experience diverging trends in 2024. While weaker markets in China and reduced capital spending on instruments and automation systems created headwinds for the industry, certain sectors saw notable growth, particularly in areas such as infectious disease testing.

The pandemic had led to significant growth in the installed base of instruments, and companies were now seeking to leverage this base for other applications in Life Sciences and Molecular Diagnostics. Although numerous smaller companies have emerged in recent years, larger companies such as QIAGEN boast the crucial advantages of better global R&D, distribution and production capacity, as well as brand recognition, to drive the adoption of their platforms like QIAstat-Dx and QIAcuity for expanded use in infectious disease, oncology, academic and biopharmaceutical research.

The addressable Life Sciences and Molecular Diagnostics industry segments generate an estimated \$11 billion of annual sales and are expected to maintain a healthy rate of single-digit sales growth in the coming years. Key growth drivers include continued research funding to advance our understanding of biology as well as consistently strong medical demand for molecular clinical testing.

QIAGEN Products

Our leadership in molecular research and testing solutions leverages our product portfolio across a wide range of applications. These are grouped into two main categories:

Consumables and related revenues involve our consumables kits, bioinformatics solutions, royalties, co-development milestone payments and services (89% of total net sales in 2024); and
Instruments and related services and contracts (11% of total net sales in 2024).

QIAGEN Product Groups

Sample Technologies

Sample technologies represent one of our Pillars and includes products involved in the first step of any molecular lab process.

	Selected biological samples				Applications
		Input demands	Processing	Target analytes
Tissue	Stool	Low / high-volume	Manual	Genomic DNA	Cloning	qPCR / dPCR
Cells	Saliva	Low-quantity		Plasmid DNA	DNA	Sequencing
Blood	Other body	Tubes / plates		cfDNA	amplification	/ NGS
	fluids				Arrays	Liquid biopsy
Serum	Bone				Gene editing	Microbiome
Plasma	Plants	Input demands			Epigenetics	Gene silencing
Urine	Soil	Low-quantity	Automated	mRNA, rRNA	Cellular	Proteomics
		High-quantity	Low-to	miRNA	analytics
		Tubes / plates	High-throughput	Proteins

Our broad portfolio of Sample technologies includes consumables and instruments used in sample collection, stabilization, storage, purification and quality control. Some of our consumables are designed to run on our instruments, while others are universal kits designed for use with any moleculartesting platform. These products are used in research and applied testing (forensics/human identification and food safety) in laboratories as well as clinical testing.

Sample technologies	Selected QIAGEN brands
Primary Sample technology consumables
Nucleic acid stabilization and purification kits designed for primary sample materials (DNA, RNA), manual and • automated processing for genotyping, gene expression, viral and bacterial analysis Mainly based on silica membrane and magnetic bead technologies •	QIAamp • PAXgene • AllPrep •	DNeasy • AdnaTest • QIAprep&amp •	RNeasy • MagAttract • QIAwave •
Secondary Sample technology consumables
Kits and components for purification of nucleic acids from secondary sample materials (e.g., gel, plasmid DNA) •	QIAprep • QIAGEN Plasmid • HiSpeed •	QIAquick • QIAfilter • EndoFree •	DyeEx •
Sample technology instruments
Instruments for nucleic acid purification, quality control and accessories •	QIAsymphony • EZ2 Connect • • TissueLyser III	QIAcube Connect • EZ2 Connect MDx •	QIAcube HT • QIAxcel Connect • • QIAcube Connect MDx

Diagnostic Solutions

Diagnostic solutions include our molecular testing platforms and consumables covering two of our Pillars with QuantiFERON and QIAstat-Dx, as well as Precision Diagnostics which involves companion diagnostic co-development revenues from projects with pharmaceutical companies, regulated assays and solutions for laboratory developed tests. Additional areas include Oncology and Sexual & Reproductive Health for detection of various diseases and for other laboratory processes.

QIAGEN N.V. Financial Report 2024 Overview	Management Report	Corporate Governance	Financial Statements	Appendices	Page 14
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Selected QIAGEN brands

• QuantiFERON

therascreen • AmniSure / • PartoSure	ipsogen •	digene HC2 •

QIAstat-Dx • • QIAstat-Dx Rise

PCR / Nucleic Acid Amplification

PCR / Nucleic Acid Amplification involves our research and applied PCR solutions and components. The product group includes another of our Pillars, QIAcuity. We offer optimized solutions for end-point PCR, quantitative PCR and digital PCR. Our kits, assays, instruments and accessories amplify and detect targets and streamline workflow for virtually any application.

PCR / Nucleic acid amplification	Selected QIAGEN brands
Research PCR consumables
• Different generations of PCR, quantitative and digital PCR, reverse transcription and combinations (RT-PCR) kits for analysis of gene expression, genotyping and gene regulation, running on QIAGEN or third-party instruments and technologies	• QuantiTect OneStep RT-PCR • OmniScript • QIAcuity •	• QIAGEN Multiplex miRCURY • AllTaq • GeneGlobe •	• QuantiNova HotStarTaq • UltraRun Long • Range
Human ID / Forensics assay consumables
Short tandem repeat (STR) assays for Human ID, additional assays for food contamination •	Investigator (human • ID / forensics)
PCR instruments
Digital PCR solutions • qPCR solutions •	QIAcuity • Rotor-Gene Q •	QIAgility •	QIAcuityDx •
OEM consumables
Custom-developed and configured enzymes and PCR solutions that are sold to OEM customers •	•	Provided on an individualized contract basis

Genomics / NGS

This product group includes our universal NGS (next-generation sequencing) solutions for use with any NGS sequencer as well as the full bioinformatics portfolio offered by QIAGEN Digital Insights, which also represents one of our Pillars.

Genomics / NGS	Selected QIAGEN brands
Universal NGS consumables
Predefined and custom NGS gene panels (DNA, RNA), library prep kits and components, whole genome • amplification, DNA methylation analysis, etc. Sequence-based assays for forensic genetic genealogy •	QIAseq • GeneGlobe •	REPLI-g • EpiTect •	ForenSeq • Kintelligence
QIAGEN Digital Insights solutions
• Bioinformatics solutions analyze and interpret data to deliver actionable insights from NGS. This includes freestanding software or cloud-based solutions and is also integrated into many QIAGEN consumables and instruments	• QCI Secondary Analysis QCI Interpret • QCI Precision •	• CLC Workbenches OmicSoft Lands • Ingenuity Pathway • Analysis	• Biomedical Knowledge Base HGMD • HSMD • PGXI •
Custom laboratory and genomic services
Custom services such as DNA sequencing, whole genome amplification and non-cGMP DNA production •	•	Provided on an individualized contract basis

Other

Revenues from various sources including protein biology products, royalties, intellectual property and freight charges.

Principal Markets

We sell our products to more than 500,000 customers in two broad customer groups: Molecular Diagnostics (clinical testing) and Life Sciences (academia, pharmaceutical R&D and applied testing). Sales to these groups were as follows:

Net sales (in millions)	2024	2023	2022
Molecular Diagnostics	\$1,078.6	\$1,035.5	\$1,126.2
Life Sciences	899.6	929.8	1,015.3
Total	\$1,978.2	\$1,965.3	\$2,141.5

We estimate the current total addressable market at approximately \$11 billion annually with estimates indicating market growth to approximately \$13 to \$14 billion annually by 2028.

Molecular Diagnostics

The molecular diagnostics market includes healthcare providers engaged in many aspects of patient care that require accurate diagnoses and insights to guide treatment decisions in oncology, infectious diseases and immune monitoring.

We offer one of the broadest portfolios of molecular technologies for healthcare. The success of molecular testing in healthcare depends on the ability to accurately analyze purified nucleic acid samples from sources such as blood, tissue, body fluids and stool. Automated systems process tests reliably and efficiently, often handling hundreds of samples simultaneously. Our range

of assays for diseases and biomarkers speeds up and simplifies laboratory workflow and standardizes lab procedures.

Molecular testing is the most dynamic segment of the global in vitro diagnostics market. The pandemic has demonstrated the value of molecular testing in healthcare, and we expect the market to provide significant growth opportunities.

We have built a position as a preferred partner to co-develop companion diagnostics paired with targeted drugs and have created a rich pipeline of molecular tests that are transforming the treatment of cancer and other diseases. We have more than 30 master collaboration agreements with pharmaceutical

industry customers, some with multiple co-development projects. In 2024, we continued to expand on these partnerships with new agreements, for example, a collaboration with Eli Lilly to develop an IVD panel for detecting APOE genotypes. We also expanded our partnership with AstraZeneca to develop and commercialize companion diagnostics for complex chronic diseases based on our QIAstat-Dx platform. Additionally, we entered into a master collaboration agreement with Myriad to develop lab-developed and distributable kit-based companion diagnostics in oncology. Companion diagnostics move through clinical trials and regulatory approvals, along with the paired drugs, to commercialization and marketing to healthcare providers.

Selected Molecular Diagnostics products

Sample technologies	Assay technologies	Instruments	Bioinformatics
For extraction from: Tissue • Blood • Swabs, other •	Indication areas Oncology • Immune modulation • Infectious diseases Technologies: • QuantiFERON, Polymerase Chain Reaction (PCR), Next-generation sequencing (NGS)	QIAstat-Dx • QIAsymphony RGQ • QIAcube Connect MDx • • EZ2 Connect MDx QIAstat Rise •	QIAGEN Clinical Insight (QCI) Hereditary diseases • Somatic and germline cancers • Other diseases •

Life Sciences

The Life Sciences market includes governments and biotechnology companies, where researchers and scientists are using molecular testing technologies to advance scientific knowledge in the pursuit of new breakthroughs that can lead to new medicines and diagnostics for use in clinical healthcare. This market also includes the use of molecular testing technologies for applied applications, in particular for forensics as well as food and veterinary testing. These customers are all often served by public funding and R&D budgets within pharmaceutical companies.

We partner with customers across diverse disciplines in academia and industry, providing sample technologies, assay technologies, bioinformatics and services to universities and institutes, pharmaceutical and biotech companies, governments and law enforcement agencies.

We provide Sample to Insight solutions to academic and research institutions around the world. We focus on enabling researchers to use high-quality technologies to generate reliable, fast, highly reproducible results, sometimes replacing time-consuming traditional or in-house methods. We often partner with leading institutions on research projects and develop customized solutions such as NGS panels for the sequencing of multiple gene targets.

We are a global leader in solutions for governments and industry, particularly in forensic testing and human identification. The value of genetic "fingerprinting" has been proven in criminal investigations and examinations of paternity or ancestry, as well as in food safety. We provide sample collection and analytical solutions for law enforcement and human identification labs as well as advanced technologies for studies of microbiomes and their effect on health and the environment.

We have deep relationships with pharmaceutical and biotechnology companies. Drug discovery and development as well as translational research efforts increasingly employ genomic information, both to guide research in diseases and to differentiate patient populations that are most likely to respond to particular therapies. We estimate that about half of our sales to these

companies supports research while the other half supports clinical development, including stratification of patient populations based on genetic information. Also, QIAGEN Digital Insights solutions are widely used to guide pharmaceutical research and treatment options.

Selected Life Sciences products

Sample technologies	Assay technologies	Instruments	Bioinformatics
~300 different kit types for extraction and purification of DNA, RNA and proteins from tissue, blood, cells, stool, plants, soil and other sample types	• Real-time PCR Digital PCR • Next-generation sequencing •	• QIAsymphony QIAcube Connect • QIAcuity digital PCR •	• Ingenuity Pathway Analysis (IPA) Genomics Workbench/Server • Microbial Pro Suite/RNA-seq • Microbial Epigenetics •

Competition

The markets for most of our products are very competitive. Competitors may have developed, or could develop in the future, new technologies that compete with our products or even render our products obsolete. In sample technology products, we experience competition in various markets from other companies providing sample preparation products in kit form and assay solutions. These competitors include, but are not limited to, companies with a focus on nucleic acid separation and purification kits, assay solutions, reagents and instrumentation. We compete with other suppliers through innovative technologies and products, offering a comprehensive solution for nucleic acid collection, pre-treatment, separation and purification needs as well as downstream applications. Our products provide significant advantages in terms of speed, reliability, accuracy, convenience, reproducibility and ease of use.

Some of our other products within our molecular diagnostics customer class, such as tests for chlamydia, gonorrhea, hepatitis B virus, herpes simplex virus and CMV (cytomegalovirus), compete against existing screening, monitoring and diagnostic technologies, including tissue culture and antigen-based diagnostic methodologies. We believe the primary competitive factors in the market for gene-based probe diagnostics and other screening devices are clinical validation, performance and reliability, ease of use, standardization,

cost, proprietary position, competitors' market shares, access to distribution channels, regulatory approvals and reimbursement.

We believe our competitors typically do not have the same comprehensive approach to sample to insight solutions as we do, nor do they have the ability to provide the broad range of technologies and depth of products and services that we offer.

Current and potential competitors may be in the process of seeking FDA or foreign regulatory approvals for their respective products. Our continued future success will depend in large part on our ability to maintain our technological advantage over competing products, expand our market presence and preserve customer loyalty. There can be no assurance that we will be able to compete effectively in the future or that development by others will not render our technologies or products non-competitive.

Global Presence by Product Category and Geographic Market

Product Category Information

Net sales for the product categories are based on those revenues related to sample and assay products and related revenues including bioinformatics solutions, as well as revenues derived from instrumentation sales.

Net sales (in millions)	2024	2023	2022
Consumables and related revenues	\$1,760.2	\$1,726.2	\$1,888.9
Instrumentation	218.0	239.1	252.6
Total	\$1,978.2	\$1,965.3	\$2,141.5

Geographical Information

We sell our products in more than 170 countries. The following table shows total revenue by geographic market for the past three years (with net sales attributed to countries based on the location of the customer, as certain subsidiaries have international distribution):

Net sales (in millions)	2024	2023	2022
United States	\$942.0	\$935.3	\$909.6
Other Americas	89.6	84.8	88.1
Total Americas	1,031.6	1,020.1	997.8
Europe, Middle East and Africa	648.5	624.6	733.5
Asia Pacific, Japan and Rest of World	298.2	320.7	410.3
Total	\$1,978.2	\$1,965.3	\$2,141.5

Seasonality

Our business is not significantly impacted by seasonal factors. Historically, a portion of our sales has been to researchers, universities, government laboratories and private foundations whose funding is dependent upon grants from government agencies, such as the National Institutes of Health and similar bodies. To the extent that our customers experience increases, decreases or delays in funding arrangements and budget approvals, and to the extent that customers' activities are slowed, such as during times of higher unemployment, vacation periods or delays in approvals of government budgets, we may experience fluctuations in sales volumes during the year or delays from one period to the next in the recognition of sales. Additionally, we have customers

who are active in the diagnostics testing market, and sales to these customers fluctuate to the extent that their activities are impacted by public health concerns. For example, the timing and severity of viral infections such as influenza or the SARS-CoV-2 virus may impact demand for our products.

Research and Development

We are committed to expanding our global leadership in Sample to Insight solutions in Molecular Diagnostics and Life Sciences. We target our research and development resources at the most promising technologies to address the unmet needs of our customers in healthcare and research labs in key geographic markets.

Innovation at QIAGEN follows parallel paths:

Creating new systems for automation of workflows platforms for laboratories, hospitals and other users of novel molecular technologies.
Expanding our broad portfolio of novel content including assays to detect and measure biomarkers for disease or genetic identification.
Integrating QIAGEN Digital Insights with the testing process software and cloud-based resources to interpret and transform raw molecular data into useful insights.

Innovation in automation systems positions us in the fast-growing fields of molecular testing and generates ongoing demand for our consumable products. We are developing and commercializing a deep pipeline of assays for preventive screening and diagnostic profiling of diseases, detection of biomarkers to guide Precision Diagnostics in cancer and other diseases and other molecular targets. Our assay development program aims to commercialize tests that will add value to our QIAsymphony and QIAstat-Dx automation systems in the coming years together with developing nextgeneration sequencing (NGS) kits to support our universal NGS franchise and our in vitro diagnostics partnership with Illumina. We continue to develop applications for the QIAcuity digital PCR system which is designed to make digital PCR technology available to Life Sciences and clinical laboratories worldwide.

Sales and Marketing

We market our products primarily through subsidiaries in markets with the greatest sales potential in the Americas, Europe, Australia and Asia. Experienced marketing and sales staff, many of them scientists with academic degrees in molecular biology or related areas, sell our products and support our customers. Business managers oversee key accounts to ensure that we serve customers' commercial needs, such as procurement processes, financing, data on costs and the value of our systems, while maintaining collaborative relationships. In many markets, we have specialized independent distributors and importers.

Our marketing strategy focuses on providing differentiated, high-quality products across the value chain from Sample to Insight, integrating components into end-to-end solutions when possible and enhancing relationships with a commitment to technical excellence and customer service. Our omni-channel approach seeks to engage customers through their preferred channels - online, by phone or in person - and to optimize investment in different customer types.

We continue to drive the growth of our digital marketing channels – including our website at www.qiagen.com, product-specific sites and social media. Since the onset of the pandemic, there has been an increase in virtual events and use of digital sales channels. We have likewise increased the activities in digital marketing to adapt to these market changes, such as installing an inhouse studio to facilitate creation of video content and live virtual events.

Our eCommerce team works with clients to provide automated processes supporting a variety of electronic transactions and all major eProcurement systems.

My QIAGEN is an easy-to-use self-service portal that is personalized to our customers' needs and enables customers to manage different activities in one central place. Customers can now easily reorder products, place bulk orders, apply quotes to their cart and track their order status. Functionality in the dashboard allows customers to monitor their instrument use and view the status of licenses and service agreements. Additionally, customers can access our

exclusive content and services, such as webinars, handbooks and other documents.

Our GeneGlobe Design & Analysis Hub (www.geneglobe.com) is a valuable outreach to scientists in pharma and academia, enabling researchers to search and order from approximately 25 million pre-designed and custom PCR assay kits, NGS assay panels and other products. The new hub brings next-level experiment planning, execution and follow-up to life science researchers, linking our QIAGEN Digital Insights solutions with ordering of assays to accelerate research.

We use a range of tools to provide customers with direct access to technical support, inform them of new product offerings and enhance our reputation for technical excellence, high-quality products and commitment to service. For example, our technical service support allows existing or potential customers to discuss a wide range of questions about our products and molecular biology procedures, online or via phone, with Ph.D. and M.Sc. scientists at QIAGEN. Frequent communication with customers enables us to identify market needs, learn of new developments and opportunities, and respond with new products.

We also distribute publications, including our catalog, to existing and potential customers worldwide, providing new product information, updates and articles about existing and new applications. In addition, we hold numerous scientific seminars at clinical, academic and industrial research institutes worldwide and at major scientific and clinical meetings. We conduct direct marketing campaigns to announce new products and special promotions, and we offer personalized electronic newsletters and webinars highlighting molecular biology applications.

For laboratories that frequently rely on our consumables, the QIAstock program maintains inventory on-site to keep up with their requirements. QIAGEN representatives make regular visits to replenish the stock and help with other needs, and we are automating this process with digital technologies. Easy-touse digital ordering, inventory monitoring and customer-driven changes make QIAstock an efficient system for providing ready access to our products for the hundreds of customers worldwide who use this program.

Intellectual Property, Proprietary Rights and Licenses

We have made, and expect to continue to make, investments in intellectual property. In 2024, additions to our intangible assets outside of business combinations totaled \$3.5 million, and as of December 31, 2024, patent and license rights, net totaled \$44.0 million. While we do not depend solely on any individual patent or technology, we are significantly dependent in the aggregate on technology that we own or license. Therefore, we consider protection of proprietary technologies and products one of the major keys to our business success. We rely on a combination of patents, licenses and trademarks to establish and protect proprietary rights. As of December 31, 2024, we owned 282 issued patents in the United States, 229 issued patents in Germany and 1,615 issued patents in other major industrialized countries. We had 346 pending patent applications. Our policy is to file patent applications in Western Europe, the United States and Japan. Patents in most countries have a term of 20 years from the date of filing the patent application. We intend to aggressively prosecute and enforce patents and to otherwise protect our proprietary technologies. We also rely on trade secrets, know-how, continuing technological innovation and licensing opportunities to develop and maintain our competitive position.

Our practice is to require employees, consultants, outside scientific collaborators, sponsored researchers and other advisers to execute confidentiality agreements upon commencement of their relationships with us. These agreements provide that all confidential information developed by or made known to the individual during the course of the relationship is to be kept confidential and not disclosed to third parties, subject to a right to publish certain information in scientific literature in certain circumstances and to other specific exceptions. In the case of our employees, the agreements provide that all inventions conceived by individuals in the course of their employment will be our exclusive property, subject to local laws.

See Risk Factors included in Risks and Risk Management for details regarding risks related to our reliance on patents and proprietary rights.

Suppliers

We strive to ensure that our quality standards, compliance with laws and regulations as well as environmental and social standards are maintained along the entire value chain of suppliers and partners. We demand the same from our business partners. Suppliers are subjected to a risk analysis with regard to environmental and social criteria based on their geographic location. Our supplier policy, which all new suppliers sign, is available on our website and contains requirements with regard to legal compliance, bribery and corruption, labor rights, non-discrimination and fair treatment, health and safety as well as environmental protection and conservation. In addition, first-tier suppliers must confirm REACH, RoHS and conflict minerals compliance, as appropriate. As part of our supplier assessment procedures, on a monthly basis, we evaluate the supply performance of our raw material and component suppliers. We assess, on a continuous basis, potential alternative sources of such materials and components and, on a yearly basis, the risks and benefits of reliance on our existing suppliers.

We strive to maintain inventories at a sufficient level to ensure reasonable customer service levels and to guard against normal volatility in availability. We buy materials for our products from many suppliers and are not dependent on any one supplier or group of suppliers for our business as a whole. Raw materials generally include chemicals, raw separation media, biologics, plastics, electronics and packaging. Certain raw materials are produced under our specifications. We have inventory agreements with the majority of our suppliers, and we closely monitor stock levels to maintain adequate supplies.

In 2024, the availability of goods improved, and material costs stabilized by mid-year. To ensure the procurement of raw materials and mitigate availability issues, we use long-term supply contracts as needed. In 2025, markets are experiencing increased pressure due to ongoing geopolitical tensions, especially within Asia. The Company's strong material positions and thorough coverage ensure that customer product availability remains unaffected at present. However, uncertainty remains about how the market might respond.

Conflict minerals

U.S. legislation mandates transparency in sourcing conflict minerals—tantalum, tin, tungsten and gold—from mines in the Democratic Republic of Congo (DRC) and its adjoining countries. Some of our instrumentation components, purchased from third-party suppliers, contain gold. As required, we investigate our supply chain and disclose any use of conflict minerals from these regions. Annually, we conduct due diligence to determine the presence and origin of conflict minerals in our products. Since we do not purchase directly from smelters or refineries, we rely on supplier declarations. We filed our latest conflict minerals disclosure with the SEC on Form SD for the year ended December 31, 2023 on May 31, 2024 and will update our disclosures as required.

Description of Property

Our primary production and manufacturing facilities for consumable products are located in Germany, the United States, Spain and China. Our facilities for software development are located in the United States, Germany, Poland, Denmark and Romania and our Center of Excellence for the development of companion diagnostics for personalized healthcare is located in the United Kingdom. Our production and manufacturing operations are highly integrated and benefit from sophisticated inventory control. Production management personnel are highly qualified, and many have advanced degrees in engineering, business and science. We also have installed, and continue to expand, production-planning systems that are included in our integrated information and control system based on the SAP R/3 business software package from SAP SE. Worldwide, we use SAP R/3 software to integrate most of our operating subsidiaries and are currently undergoing a multi-year implementation of S/4HANA.

In recent years, we have made investments in automated and interchangeable production equipment to increase our production capacity and improve efficiency. Additionally, in 2024, in an effort to decrease our reliance on carbon-based energy and lower our carbon emissions, we invested in equipping our Hilden, Germany facility with an emergency power supply and renewable heating systems. Capital expenditures for property, plant and equipment totaled \$167.2 million, \$149.7 million and \$129.2 million for 2024, 2023 and 2022, respectively.

We have an established quality system, including standard manufacturing and documentation procedures, intended to ensure that products are produced and tested in accordance with the FDA's Quality System Regulations, which impose current Good Manufacturing Practice (cGMP) requirements. For facilities that accommodate cGMP production, special areas were built, and these facilities operate in accordance with cGMP requirements.

The consumable products manufactured at QIAGEN GmbH in Germany and QIAGEN Sciences LLC in Maryland are produced under ISO 001: 2015, ISO 13485:2016, MDSAP. By the end of 2025, we aim to complete the implementation of ISO 50001, a voluntary international standard that aids organizations in managing their energy usage. Our certifications form part of our ongoing commitment to provide our customers with high-quality, state-of-theart sample and assay technologies under our Total Quality Management system.

Our corporate headquarters are located in Venlo, The Netherlands. The below table summarizes our largest facilities. Other subsidiaries throughout the world lease smaller amounts of space.

Facility location	Country	Purpose	Owned or leased	Square feet
Hilden	Germany	Manufacturing, warehousing, distribution, research and development and administration	Owned	986,000
Germantown, Maryland	U.S.	Manufacturing, warehousing, distribution and administration	Owned	285,000
Ann Arbor, Michigan	U.S.	Manufacturing, warehousing, distribution and administration	Leased	109,000
Shenzhen	China	Development, manufacturing, warehousing, distribution and administration	Leased	107,200
Manchester	U.K.	Development and Service Solutions	Leased	96,300
Frederick, Maryland	U.S.	Development, Service Solutions, manufacturing, warehousing and distribution	Leased	76,500
Wroclaw	Poland	Business service center	Leased	65,100
Beverly, Massachusetts	U.S.	Enzyme manufacturing	Leased	44,000
Barcelona	Spain	Development, manufacturing, warehousing, distribution and administration	Leased	31,900
Manila	Philippines	Business service center	Leased	29,300
Shanghai	China	Service Solutions and administration	Leased	28,400
Gdańsk	Poland	Enzyme manufacturing, development, warehousing and administration	Leased	23,300
Germantown, Maryland	U.S.	Service Solutions and training center	Leased	13,500
Redwood City, California	U.S.	Bioinformatics	Leased	12,700
Gdynia	Poland	Enzyme manufacturing, development and warehousing	Leased	11,200

Each of our owned facilities in Hilden, Germany and Germantown, Maryland has capacity for future expansion of up to 300,000 square feet of facility space. Our facility in Ann Arbor, Michigan will be closed in 2025 following the decision to discontinue the NeuMoDx portfolio as discussed in Note 6 "Exit Costs and Impairments."

We believe our existing production and distribution facilities can support anticipated production needs for the next 36 months. Our production and manufacturing operations are subject to various federal, state and local laws and regulations, including environmental regulations. We do not believe we have any material issues relating to these laws and regulations.

Employees

As a company headquartered in the European Union (EU), we recognize freedom of association and collective bargaining as fundamental to maintaining a positive relationship between management and employee

representatives. A significant portion of our workforce is employed in Organization for Security and Co-operation in Europe (OSCE) member states, and we comply with all applicable labor laws in every region where we operate. Management values its relationships with regional labor unions and employees and considers them to be positive.

We are committed to respecting and promoting human rights, as outlined in our Human Rights Policy, available on our website at www.qiagen.com. This policy is communicated globally via our Company intranet and provided to all new employees. We foster an open-door workplace culture where employees can freely raise concerns with management or Human Resources without fear of retaliation. Our policy explicitly ensures that employees may discuss working conditions openly without risk of reprisal, intimidation or harassment.

The following tables provide information on the number of employees by geographical region and main category of activity as of December 31, 2024, 2023 and 2022:

Employees by region	2024	2023	2022
Americas	1,252	1,329	1,370
Europe, Middle East & Africa	3,352	3,453	3,558
Asia Pacific, Japan and Rest of World	1,161	1,185	1,250
Total	5,765	5,967	6,178

Employees by function	2024	2023	2022
Production	28 %	28 %	29 %
Research & Development	18 %	18 %	17 %
Sales	37 %	37 %	37 %
Marketing	6 %	6 %	6 %
Administration	11 %	11 %	11 %
Total	100 %	100 %	100 %

Depending on local laws and customs, there are different types of employment ranging from long-term fixed contracts to temporary positions, along with flexible time and programs for employees returning to work after parental leave. In 2024, part-time employees represented 5.7% of our workforce, and temporary employees with a fixed-term work contract represented 6.4%.

Operating and Financial Review

This section contains a number of forward-looking statements. These statements are based on current management expectations, and actual results may differ materially. Among the factors that could cause actual results to differ from management's expectations are those described in Risk Factors and Note Regarding Forward-Looking Statements and Risk Factors in this Annual Report. The discussion that follows focuses on 2024 with comparisons to 2023. For discussion of the year ended December 31, 2023, compared to 2022, refer to our December 31, 2023 Annual Report.

Operating Results

Overview

Financial highlights of 2024 include:

In 2024, total net sales increased 1% supported by improving growth trends and our highly recurring revenues which make up more than 85% of total net sales. In June 2024, we decided to discontinue the NeuMoDx portfolio. Sales from our core product portfolio (excluding discontinued products such as NeuMoDx and DIALUNOX) grew 2% in 2024. Changes in foreign currency rates negatively impacted net sales by approximately one percentage point.
The operating income margin in 2024 was 4.9% of sales compared to 20.9% in 2023, reflecting costs incurred in connection with the initiatives started in 2024 to streamline operations and improve overall efficiency and profitability of the company.
Net cash provided by operating activities increased 47% to \$674 million in 2024 from \$459 million in 2023. Results in 2024 reflected the reduced working capital requirements and a strong focus on cash flow optimization.

We continue to invest in growth initiatives with a high level of investment into research and development for menu expansion of our key platforms as well as our IT infrastructure. Overall, the financial results for 2024 reflect our strategic efforts to increase profitability and grow through targeted investment,

positioning us for future success while navigating the associated financial impacts in the short term.

Foreign Currencies

The reporting currency of QIAGEN N.V. is the U.S. dollar. The functional currency of most of our subsidiaries are the local currencies of the countries in which they are headquartered. All amounts in the financial statements of entities whose functional currency is not the U.S. dollar are translated into U.S. dollar equivalents at exchange rates as follows: (1) assets and liabilities at period-end rates, (2) income statement accounts at average exchange rates for the period, and (3) components of equity at historical rates. Translation gains or losses are recorded in equity, and transaction gains and losses are reflected in net income.

Year Ended December 31, 2024, Compared to 2023

Net Sales
(in millions)		2024		2023
Product type	Net sales	% of net sales	Net sales	% of net sales	% change
Consumables and related revenues	\$1,760.2	89 %	\$1,726.2	88 %	+2 %
Instruments	218.0	11 %	239.1	12 %	-9 %
Net sales	\$1,978.2		\$1,965.3		+1 %
Customer class
Molecular Diagnostics	\$1,078.6	55 %	\$1,035.5	53 %	+4 %
Life Sciences	899.6	45 %	929.8	47 %	-3 %
Net sales	\$1,978.2		\$1,965.3		+1 %
(in millions)		2024		2023
Product group	Net sales	% of net sales	Net sales	% of net sales	% change
Sample technologies	\$642.0	32 %	\$663.0	34 %	-3 %
Diagnostic solutions	748.9	38 %	697.6	35 %	+7 %
PCR / Nucleic acid amplification	300.5	15 %	300.2	15 %	0 %
Genomics / NGS	233.6	12 %	238.9	12 %	-2 %
Other	53.2	3 %	65.6	3 %	-19 %
Net sales	\$1,978.2		\$1,965.3		+1 %

Sample technologies involve the sale of consumables kits and instruments for use in obtaining DNA, RNA and proteins from biological samples. This product group declined 3% in 2024 to \$642.0 million due to a modest sales decline in manual kits and challenging instrument sales trends that continued throughout the year. Sales results for 2024 were adversely impacted by approximately one percentage point of currency movements over the prior year.

Diagnostic Solutions involve the sale of regulated consumables kits and instruments for use in clinical healthcare as well as revenues from our Precision Diagnostics portfolio and companion diagnostic co-development projects with pharmaceutical companies. Sales in this product group grew 7% in 2024 to \$748.9 million, driven by solid gains in consumables sales that absorbed the decline in instrument sales. QuantiFERON-TB test for latent tuberculosis (TB) detection maintained 11% increase in sales, supported by solid demand in all regions on conversion from tuberculin skin test. QIAstat-DX grew 24% in 2024 on sales gains in both consumables and instrument sales, as syndromic testing

system surpassed the 2024 goal with over 660 new placements. The NeuMoDx system remains on track for discontinuation in mid-2025.

PCR / Nucleic Acid Amplification involves consumables kits and instruments used in non-regulated applications. Overall product group sales were slightly higher in 2024 to \$300.5 million, on gains in consumables despite ongoing challenging instrument purchasing trends. Sales in this product group were adversely impacted by unfavorable currency movements against the U.S. dollar by less than one percentage point in 2024.

Genomics / NGS involves our portfolio of universal solutions as well as the full QIAGEN Digital Insights (QDI) portfolio. Sales in this product group declined 2% to \$233.6 million in 2024 and were adversely impacted by unfavorable currency movements against the U.S. dollar of one percentage point. Growth in the clinical portfolio was more than offset by a decline in the discovery portfolio as well as lower QDI sales which were adversely impacted by the ongoing transition to SaaS (software-as-a-service) subscription models, particularly in the pharmaceutical sector, from longer-term licensing agreements.

Net Sales

Net sales	\$1,978.2	\$1,965.3	+1 %
Asia Pacific, Japan and Rest of World	298.2	320.7	-7 %
Europe, Middle East and Africa	648.5	624.6	+4 %
Americas	\$1,031.6	\$1,020.1	+1 %
Geographic region	2024	2023	% change
(in millions)

The 1% increase in the Americas region in 2024 reflects the U.S. and improving demand for QuantiFERON, QIAstat-Dx and QIAcuity consumables. Higher sales were also seen in Canada and Brazil compared to the year-ago period.

The Europe, Middle East and Africa (EMEA) region's overall sales rose 4% to \$648.5 million in 2024. Among the top-performing countries in 2024 were Turkey, Belgium, South Africa, Italy and France.

The Asia Pacific, Japan and Rest of World region saw an overall sales decline in 2024, reflecting challenging macro trends in China over the prior year. Sales in this region were adversely impacted by two percentage points from unfavorable currency movements against the U.S. dollar.

Gross Profit

(in millions)	2024	2023	% change
Gross profit	\$967.4	\$1,233.7	-22 %
Gross margin	48.9%	62.8%

The decline in gross margin in 2024 reflects higher costs stemming from total charges of \$295.1 million which include \$93.5 million of inventory write-offs and \$133.7 million of intangible asset impairments recorded in connection with the 2024 efficiency program discussed in Note 6 "Exit Costs and Impairments." Following the impairments of acquisition-related intangibles, these higher costs were partially offset by lower amortization expense which declined to \$58.5 million in 2024 compared to \$64.2 million in 2023.

Variations in sales levels between periods can lead to fluctuations in gross profit, as gross margin is affected by changes in the sales mix and performance of individual products. In 2024, gross margin benefited from a favorable sales mix, as sales of consumables and related products—which carry a higher gross margin than instrumentation products—increased by 2%. Additionally, the impact of the sales mix was also favorable within the instrumentation category, where net sales declined by 9%, mitigating the effect of lower-margin products. Furthermore, gross profit was positively impacted by \$4.8 million of favorable currency movements in cost of sales.

Operating Expenses

		2024		2023
(in millions)	Expenses	% of net sales	Expenses	% of net sales	% change
Sales and marketing	\$450.9	22.8 %	\$459.9	23.4 %	-2 %
Research and development	193.5	9.8 %	198.5	10.1 %	-3 %
General and administrative	113.4	5.7 %	119.3	6.1 %	-5 %
Acquisition-related intangible amortization	9.6	0.5 %	10.8	0.5 %	-11 %
Restructuring, acquisition, integration and other, net	102.2	5.2 %	35.3	1.8 %	+189 %
Total operating expenses	\$869.6	44.0 %	\$823.8	41.9 %
Income from operations	\$97.7	4.9 %	\$409.9	20.9 %

Sales and Marketing

Sales and marketing expenses declined 2% to \$450.9 million in 2024 and declined to 22.8% of sales from 23.4% in 2023. The overall decrease in sales and marketing expenses primarily reflects lower supply chain costs as well as a favorable currency impact of \$3.1 million. Sales and marketing expenses are primarily associated with personnel, commissions, advertising, trade shows, publications, freight and logistics expenses, and other promotional expenses. The increased use of digital customer engagement continues to build on the new habits of customers and enhance customer engagement with a focus on greater efficiency and effectiveness.

Research and Development

Research and development expenses decreased 3% to \$193.5 million in 2024 and decreased to 9.8% of sales from 10.1% in 2023. The decrease reflects the June 2024 decision to discontinue the NeuMoDx system partially offset by \$1.0 million of unfavorable currency exchange movements. We continue to focus on investments targeted to drive sustainable growth. As we continue to discover, develop and acquire new products and technologies, we expect to incur additional expenses related to facilities, licenses and employees engaged in research and development. Overall, research and development costs are expected to increase as a result of seeking regulatory approvals, including U.S. FDA Pre-Market Approval (PMA), U.S. FDA 510(k) clearance and EU CE

approval of certain assays or instruments. Further, business combinations, along with the acquisition of new technologies, may increase our research and development costs in the future. We have a strong commitment to innovation and expect to continue to make investments in our research and development efforts.

General and Administrative

General and administrative expenses declined 5% to \$113.4 million in 2024 and declined to 5.7% of sales from 6.1% in 2023. These results reflect lower share-based compensation expense together with efficiency gains across many administrative functions partially offset by investments into our information technology systems (including an upgrade of the SAP enterprise resource planning system) and into cyber security measures. Results for 2024 include a favorable currency impact of \$0.2 million. We expect future costs to increase due to higher licensing and information technology costs as well as increased cyber security costs.

Acquisition-Related Intangible Amortization

Amortization expense on acquisition-related intangibles within operating expense declined 11% to \$9.6 million in 2024 from \$10.8 million in 2023. The decrease reflects the full amortization of certain previously acquired assets and lower amortization following impairments of the NeuMoDx related intangible assets after the June 2024 decision to discontinue the portfolio.

Amortization expense related to developed technology and patent and license rights acquired in business combinations are included in cost of sales. Amortization of trademarks and customer base acquired in business combinations are recorded in operating expense under the caption "acquisition-related intangible amortization." Amortization expenses of intangible assets not acquired in business combinations are recorded within cost of sales, research and development, or sales and marketing line items based on the use of the asset. Our acquisition-related intangible amortization recorded in operating expenses will increase in the event of future acquisitions.

Restructuring, Acquisition, Integration and Other, net

Restructuring, acquisition, integration and other, net expenses increased to \$102.2 million in 2024, or 5.2% of sales, from \$35.3 million, or 1.8% of sales, in 2023. Expenses incurred in 2024 included charges related to the 2024 efficiency program, as discussed further in Note 6 "Exit Costs and Impairments," as well as integration costs related to our acquisition of Verogen, Inc. in January 2023. Expenses incurred in 2023 included charges related to the 2022 restructuring program as well as costs related to the acquisition of Verogen, Inc.

Other Income (Expense), net

Total other income, net	\$23.4	\$19.9	+18 %
Other expense, net	(0.7)	(5.7)	-87 %
Interest expense	(43.8)	(53.4)	-18 %
Interest income	\$68.0	\$79.0	-14 %
(in millions)	2024	2023	% change

Interest income includes interest earned on cash, cash equivalents and shortterm investments, income related to certain interest rate derivatives as discussed in Note 14 "Derivatives and Hedging" and other components including the interest portion of operating lease transactions. The fluctuation in 2024 compared to the prior year was attributable to changing interest rates and the duration and level of short-term investments held during the period.

Interest expense primarily relates to debt, as discussed in Note 16 "Debt" in the accompanying notes to consolidated financial statements. The decrease in 2024 compared to 2023 is driven by the repayment of the Cash Convertible Senior Notes (2024 Notes) that matured in November 2024 totaling \$500.0 million and the repayment of two tranches of 2017 Schuldschein in June 2024 for \$101.5 million, partially offset by the issuance of convertible notes in September 2024 totaling \$500.0 million. Interest expense was also lowered by capitalized interest associated with assets under construction.

For the year ended December 31, 2024, other expense, net was \$0.7 million and was comprised of other expense totaling \$6.9 million primarily from foreign currency transactions and impairments in equity method investments, partially offset by \$6.2 million of other income, primarily from equity method investments.

For the year ended December 31, 2023, other expense, net was \$5.7 million and included a loss of \$5.8 million on foreign currency transactions and \$4.2 million of impairments in non-marketable investments not accounted for under the equity method, partially offset by \$4.2 million of income from equity method investments.

Income Tax Expense

(in millions)	2024	2023	% change
Income before income taxes	\$121.1	\$429.8	-72 %
Income tax expense	37.5	88.5	-58 %
Net income	\$83.6	\$341.3

Effective tax rate	31.0 %	20.6 %

In 2024, our effective tax rate was 31.0% compared to 20.6% in 2023. Our effective tax rate differs from the Netherlands' statutory tax rate of 25.8% due in part to our operating subsidiaries being exposed to statutory tax rates ranging from zero to 35%. Fluctuations in the distribution of pre-tax income or loss among our operating subsidiaries can lead to fluctuations of the effective

tax rate in the consolidated financial statements. We record partial tax exemptions on foreign income primarily derived from operations in Germany. These foreign tax benefits are due to a combination of favorable tax laws and exemptions in these jurisdictions, including intercompany foreign royalty income in Germany which is statutorily exempt from trade tax. Further, we have intercompany financing arrangements in which the intercompany income is subject to lower statutory income tax rates. The Organization for Economic Cooperation and Development (OECD) has implemented a global minimum corporate tax of 15% for companies with global revenues and profits above certain thresholds (referred to as Pillar Two) effective January 1, 2024. The Netherlands formally enacted the Pillar Two legislation into domestic law. We are subject to the top-up tax in relation to our operations in Dubai (United Arab Emirates) and Poland in 2024. See Note 17 "Income Taxes" to the consolidated financial statements for a full reconciliation of the Netherlands' statutory income tax rate to the effective tax rate.

In future periods, our effective tax rate may fluctuate due to similar or other factors as discussed in "Changes in tax laws, regulatory interpretations or reductions in government tax incentives could increase our effective tax rate, impact our financial flexibility and adversely affect our results of operations." in Risk Factors.

Legal Proceedings

As of December 31, 2024, certain claims, suits or legal proceedings arising out of the normal course of business have been filed or were pending against QIAGEN N.V. or our subsidiaries. While no assurances can be given regarding the outcome of any legal proceedings, based on information currently available, we believe that the resolution of these matters is unlikely to have a material adverse effect on our financial position or results of future operations for QIAGEN N.V. as a whole. However, because of the nature and inherent uncertainties of litigation, should the outcomes be unfavorable, certain aspects of our business, financial condition, and results of operations and cash flows could be materially adversely affected.

For information on legal proceedings, see Note 20 "Commitments and Contingencies" of the Notes to Consolidated Financial Statements.

Liquidity and Capital Resources

To date, we have funded our business through internally generated funds, debt, as well as private and public sales of equity. Our primary use of cash has been to strengthen our business operations, to fund the January 2024 capital repayment to shareholders and to repay debt, while our investing activities have focused on capital expenditure requirements and acquisitions.

(in millions)	2024	2023
Cash and cash equivalents	\$663.6	\$668.1
Short-term investments	489.4	389.7
Total cash and cash equivalents and short-term investments	\$1,153.0	\$1,057.8

Working capital	\$1,416.2	\$1,068.3

Cash and cash equivalents are primarily held in U.S. dollars and euros, other than those cash balances maintained in the local currency of subsidiaries to meet local working capital needs. At December 31, 2024, cash and cash equivalents had decreased by \$4.5 million from December 31, 2023, primarily as a result of cash used in financing activities of \$422.9 million and cash used in investing activities of \$249.2 million, partially offset by cash provided by operating activities of \$673.6 million as discussed in the Cash Flow Summary below.

Net decrease in cash and cash equivalents	(\$4.5)	(\$62.6)
Effect of exchange rate changes on cash and cash equivalents	(6.0)	(0.6)
Net cash used in financing activities	(422.9)	(433.8)
Net cash used in investing activities	(249.2)	(87.7)
Net cash provided by operating activities	\$673.6	\$459.5
(in millions)	2024	2023

Cash Flow Summary

Operating Activities

For the year ended December 31, 2024, we generated net cash from operating activities of \$673.6 million compared to \$459.5 million in 2023, due to lower working capital requirements and a strong focus on cash flow optimization. While net income was \$83.6 million in 2024, non-cash components in income included \$203.3 million of depreciation and amortization and \$203.4 million non-cash impairments primarily recorded in connection with the program discussed in Note 6 "Exit Costs and Impairments," \$43.6 million of share-based compensation and \$18.4 million of amortization of debt discount and issuance costs. Cash flow impacts from operating assets and liabilities primarily reflect reduced working capital requirements including improved accounts receivable trends and reduced days in inventory. Given that we rely heavily on cash generated from our operating activities to fund our business, a decrease in demand for our products, longer collection cycles or significant technology advances by competitors could have a negative impact on our liquidity.

Investing Activities

Approximately \$249.2 million of cash was used in investing activities in 2024 compared to \$87.7 million in 2023. Investing activities during 2024 consisted principally of \$685.9 million for purchases of short-term investments, \$167.2 million in cash paid for purchases of property and equipment and \$4.1 million paid for intangible assets partially offset by \$585.0 million from the redemption of short-term investments and \$25.4 million received from our derivative counterparties to collateralize our derivative liabilities with them as discussed in Note 14 "Derivatives and Hedging."

Cash used in investing activities during 2023 consisted principally of \$1.0 billion for purchases of short-term investments, \$149.7 million for purchases of property, plant and equipment, \$149.5 million of net cash paid for the acquisition of Verogen, Inc., \$13.1 million paid for intangible assets and \$66.6 million paid to our derivative counterparties to collateralize our

derivative liabilities with them. This was partially offset by cash inflows of \$1.3 billion from the redemption of short-term investments.

Financing Activities

For the year ended December 31, 2024, cash used in financing activities was \$422.9 million compared to \$433.8 million in 2023. Financing activities during 2024 included \$601.5 million for the repayment of long-term debt, \$292.1 million capital repayment made as part of a synthetic share repurchase discussed in Note 18 "Equity" and \$34.2 million paid in connection with net share settlement for tax withholding related to the vesting of stock awards partially offset by \$494.2 million received from the issuance of convertible notes and \$11.4 million received from our derivative counterparties to collateralize derivative assets that we hold with them.

In 2023, cash used in financing activities totaled \$433.8 million and consisted of \$400.0 million for the repayment of long-term debt, \$17.7 million paid in connection with net share settlement for tax withholding related to the vesting of stock awards and \$16.3 million paid to our derivative counterparties to collateralize derivative assets that we hold with them.

Other Factors Affecting Liquidity and Capital Resources

As of December 31, 2024, we carry \$1.4 billion of long-term debt, of which \$0.1 billion is current and \$1.3 billion is long-term.

In January 2025, we completed a synthetic share repurchase that combined a direct capital repayment with a reverse stock split. The transaction was announced on January 12, 2025 and involved an approach used by various large, multinational Dutch companies to provide returns to all shareholders in a faster and more efficient manner than traditional open-market repurchases. \$280.1 million was returned to shareholders through the transaction, which reduced the total number of issued Common Shares by approximately 2.8% to 217.7 million (of which 1.6 million are held in Treasury Shares) as of January 31, 2025.

In December 2024, we renewed the €400 million syndicated revolving credit facility with a tenor of five years, and with the ability to be extended twice by a

one-year period. No amounts were utilized during 2024. The facility can be utilized in euros and bears interest of 0.550% to 1.500% above EURIBOR and is offered with interest periods of one, three or six months. The interest rate margin is subject to our leverage ratio. We have additional credit lines totaling €13.0 million with no expiration date. None of these credit lines were utilized in 2024.

In September 2024, we issued \$500.0 million aggregate principal amount of 2.5% coupon Convertible Notes due 2031 (2031 Notes). The 2031 Notes will mature on September 10, 2031 unless converted in accordance with their terms prior to such date as described more fully in Note 16 "Debt."

In January 2024, we completed a synthetic share repurchase that combined a direct capital repayment with a reverse stock split. The transaction was announced on January 7, 2024 and involved an approach used by various large, multinational Dutch companies to provide returns to all shareholders in a faster and more efficient manner than traditional open-market repurchases. \$295.2 million was returned to shareholders through the transaction, which reduced the total number of issued Common Shares by approximately 3%.

In July and August 2022, we completed a German private placement bond (2022 Schuldschein), which was issued in various tranches totaling €370.0 million (\$371.5 million) due in various periods through 2035 as described more fully in Note 16 "Debt." All but one of the tranches have interest rates linked to our ESG performance. As of December 31, 2024, a total of \$383.7 million is outstanding.

In December 2020, we issued \$500.0 million aggregate principal amount of zero coupon Convertible Notes due in 2027 (2027 Notes). The 2027 Notes will mature on December 17, 2027 unless converted in accordance with their terms prior to such date as described more fully in Note 16 "Debt."

In November 2018, we issued \$500.0 million aggregate principal amount of Cash Convertible Senior Notes due in 2024 (2024 Notes) which were due and repaid in November 2024.

In September 2017, we issued \$400.0 million aggregate principal amount of Cash Convertible Senior Notes due in 2023 (2023 Notes) which were due and repaid in September 2023.

In 2017, we completed a German private placement (2017 Schuldschein) consisting of various tranches denominated in U.S. dollars or euros at either floating or fixed rates and due at various dates through June 2027. As of December 31, 2024, a total of \$15.1 million is outstanding.

We have lease obligations, including interest, in the aggregate amount of \$135.3 million, of which \$27.1 million was current as of December 31, 2024. We also have purchase obligations of \$83.5 million and license commitments of \$5.9 million. In connection with certain acquisitions that we have completed, QIAGEN could be required to make additional contingent cash payments of up to \$11.8 million based on the achievement of certain revenue and operating results milestones. These obligations are further discussed in Note 12 "Leases" and Note 20 "Commitments and Contingencies" in the consolidated financial statements.

Liabilities associated with uncertain tax positions, including interest and penalties, were estimated at \$112.9 million as of December 31, 2024. Ultimate settlement of these liabilities is dependent on factors outside of our control, such as examinations by the respective taxing authorities and expiration of statutes of limitation for assessment of additional taxes. Therefore, we cannot reasonably estimate when, if ever, this amount will be paid.

We did not use special purpose entities and did not have any off-balance sheet financing arrangements during the years ended December 31, 2024, 2023 and 2022.

We expect that cash from financing activities will continue to be impacted by issuances of our common shares in connection with our share-based compensation plans, and that the market performance of our shares will impact the timing and volume of the issuances. Additionally, we may make future acquisitions or investments requiring cash payments, the issuance of additional debt or equity financing.

We believe that funds from operations, existing cash and cash equivalents, together with the proceeds from any public and private sales of equity, and availability of financing facilities, would be sufficient to fund our planned operations and expansion in the coming year. However, any global economic downturn may have a greater impact on our business than currently expected, and we may experience a decrease in the sales of our products, which could impact our ability to generate cash. If our future cash flows from operations and other capital resources are not adequate to fund our liquidity needs, we may be required to obtain additional debt or equity financing or to reduce or delay our capital expenditures, acquisitions or research and development projects. If we could not obtain financing on a timely basis or at satisfactory terms, or implement timely reductions in our expenditures, our business could be adversely affected.

Quantitative and Qualitative Disclosures About Market Risk

Our market risk relates primarily to interest rate exposures on cash, short-term investments and borrowings, and foreign currency exposures. Financial risk is centrally managed and is regulated by internal guidelines which require a continuous internal risk analysis. The overall objective of our risk management is to reduce the potential negative earnings effects from changes in interest and foreign exchange rates. Exposures are managed through operational methods and financial instruments relating to interest rate and foreign exchange risks.

Derivatives and Hedging

In the ordinary course of business, we use derivative instruments, including swaps, forwards and / or options, to manage potential losses from foreign currency exposures and variable rate debt. The principal objective of such derivative instruments is to minimize the risks and / or costs associated with global financial and operating activities. We do not utilize derivative or other financial instruments for trading or speculative purposes. We recognize all derivatives as either assets or liabilities on the balance sheet, measure those instruments at fair value and recognize the change in fair value in earnings in the period of change, unless the derivative qualifies as an effective hedge that offsets certain exposures. In determining fair value, we consider both the counterparty credit risk and our own creditworthiness, to the extent that the

derivatives are not covered by collateral agreements with the respective counterparties. To determine our own credit risk, we estimated our own credit rating by benchmarking the price of our outstanding debt to publicly available comparable data from rated companies. Using the estimated rating, we quantify our credit risk by reference to publicly traded debt with a corresponding rating.

We also make use of economic hedges. Further details of our derivative and hedging activities can be found in Note 14 "Derivatives and Hedging" in the accompanying consolidated financial statements.

Foreign Currency Exchange Rate Risk

As a global enterprise, we are subject to risks associated with fluctuations in foreign currencies with regard to our ordinary operations. This includes foreign currency-denominated receivables, payables, debt and other balance sheet positions as well as future cash flows resulting from anticipated transactions including intra-group transactions. We manage our balance sheet exposure on a group-wide basis primarily using foreign exchange forward contracts, options and cross-currency swaps.

A significant portion of our revenues and expenses are earned and incurred in currencies other than the U.S. dollar. The euro is the most significant currency, with others including the British pound, Chinese yuan, Japanese yen, and Swiss franc. Fluctuations in the value of the currencies in which we conduct our business relative to the U.S. dollar have caused and will continue to cause U.S. dollar translations of such currencies to vary from one period to another. Due to the number of currencies involved, the constantly changing currency exposures, and the potential substantial volatility of currency exchange rates, we cannot predict the effect of exchange rate fluctuations upon future operating results. In general terms, depreciation of the U.S. dollar against our other foreign currencies will increase reported net sales. However, this effect is, at least partially, offset by the fact that we also incur substantial expenses in foreign currencies.

We have significant production and manufacturing facilities located in Germany and inter-company sales of inventory also expose us to foreign currency exchange rate risk. Inter-company sales of inventory are generally denominated in the local currency of the subsidiary purchasing the inventory in order to centralize foreign currency risk with the manufacturing subsidiary. We use an in-house bank approach to net and settle inter-company payables and receivables, as well as inter-company foreign exchanged swaps and forward contracts in order to centralize the foreign exchange rate risk to the extent possible. We have entered in the past and may enter in the future into foreign exchange derivatives including forwards, swaps and options to manage the remaining foreign exchange exposure.

Interest Rate Risk

We use interest rate derivatives to align our portfolio of interest-bearing assets and liabilities with our risk management objectives. We use interest rate derivative contracts on certain borrowing transactions to hedge interest rate exposures. We have previously entered into interest rate swaps in which we agree to exchange, at specified intervals, the difference between fixed and floating interest amounts calculated by reference to an agreed-upon notional principal amount.

At December 31, 2024, we had \$663.6 million in cash and cash equivalents as well as \$489.4 million in short-term investments. Interest income earned on our cash investments is affected by changes in the relative levels of market interest rates. We only invest in high-grade investment instruments. A hypothetical adverse 10% movement in market interest rates would have impacted our financial statements by approximately \$5.3 million.

Borrowings against lines of credit are at variable interest rates. We had no amounts outstanding against our lines of credit at December 31, 2024. A hypothetical adverse 10% movement in market interest rates would not have materially impacted our financial statements.

At December 31, 2024, we had \$1.4 billion in long-term debt of which \$198.7 million is floating interest rate debt. A hypothetical adverse 10% movement in market interest rates would not have materially impacted our financial statements as the increased interest expense would have been completely offset by increased interest income from our variable rate financial assets.

Credit Risk

Financial instruments that potentially subject us to concentrations of credit risk are cash and cash equivalents, financial assets, and accounts receivable. We attempt to minimize the risks related to cash and cash equivalents and financial assets by dealing with highly rated financial institutions, and investing in a broad and diverse range of financial instruments.

We have established guidelines related to credit quality and maturities of investments intended to maintain safety and liquidity. Concentration of credit risk with respect to accounts receivable is limited due to a large and diverse customer base, which is dispersed over different geographic areas. Allowances are maintained for potential credit losses and such losses have historically been within expected ranges. There were no significant concentrations of credit risk during the reporting period. The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the statement of financial position.

Credit risk is managed on a total Company basis, except for credit risk relating to accounts receivable balances. Each local entity is responsible for managing and analyzing the credit risk for each of their new customers before standard payment and delivery terms and conditions are offered.

Counterparty Risk

The financial instruments used in managing our foreign currency, equity and interest rate exposures have an element of risk in that the counterparties may be unable to meet the terms of the agreements. To the extent that derivatives are not subject to mutual collateralization agreements, we attempt to minimize this risk by limiting the counterparties to a diverse group of highly rated international financial institutions. The carrying values of our financial instruments incorporate the non-performance risk by using market pricing for credit risk. However, we have no reason to believe that any counterparties will default on their obligations and therefore do not expect to record any losses as

a result of counterparty default. In order to minimize our exposure with any single counterparty, we have entered into all derivative agreements, with the exception of the Call Spread Overlay which expired in 2024, under master agreement which allow us to manage the exposure with the respective counterparty on a net basis. Most of these master agreements, include bilateral collateral agreements.

Commodities

We have exposure to price risk related to anticipated purchases of certain commodities used as raw materials in our business.

A change in commodity prices may alter the gross margin but, due to the limited exposure to any single raw material, a price change is unlikely to have a material unforeseen impact on earnings.

Policy on Dividend Distribution

Since our inception, we have not paid dividends on our Common Shares.

Credit Rating

We currently do not have a public rating issued by any credit rating agency.

Critical Accounting Estimates

The preparation of our financial statements in accordance with accounting principles generally accepted in the United States requires management to make assumptions that affect the reported amounts of assets, liabilities and disclosure of contingencies as of the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Critical accounting estimates are those that require the most complex or subjective judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. Thus, to the extent that actual events differ from management's estimates and assumptions, there could be a material impact to the financial statements. In applying our critical accounting estimates, at times we used accounting estimates that either required us to make assumptions about matters that were highly uncertain at the time the estimate was made, or it is reasonably likely that changes in the accounting estimate may occur from period to period that would have a material impact on the

presentation of our results of operations, financial position or cash flows. Our critical accounting estimates are those related to income taxes, share-based compensation, acquisitions, amortized intangible assets, and fair value measurements.

Income Taxes

Calculation of our tax provision is complex due to our international operations and the multiple taxing jurisdictions in which we operate. Some of our deferred tax assets relate to net operating losses (NOL). The utilization of NOLs is not assured and is dependent on generating sufficient taxable income in the future. To the extent that our estimates of future taxable income are insufficient to utilize all available NOLs, a valuation allowance will be recorded in the provision for income taxes in the period the determination is made, and the deferred tax assets will be reduced by this amount, which could be material. In the event that actual circumstances differ from management's estimates, or to the extent that these estimates are adjusted in the future, any changes to the valuation allowance could materially impact our financial position and results of operations.

The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in many jurisdictions across our global operations. ASC 740 states that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes on the basis of technical merits. We record unrecognized tax positions in accordance with ASC 740 and adjust these liabilities when our judgment changes as a result of the evaluation of new information not previously available. Because of the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of the unrecognized tax liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which the new information is available.

Share-Based Compensation

Our stock plan allows for the granting of stock rights, incentive stock options, as well as for non-qualified options, stock grants and stock-based awards. We grant performance-based stock units subject to performance periods of three years. Thus, the estimates of performance achieved during the performance period may be subject to significant changes from period to period as the performance is completed. Any increase or decrease in share-based compensation expense resulting from an adjustment in the estimated shares to be released is treated as a cumulative catch-up in the period of adjustment. If any of the assumptions or estimates used change significantly, share-based compensation expense may differ materially from what we have recorded in the current period.

Acquisitions

In line with our strategy, we enter into business combinations and must determine whether an acquired entity is considered to be a business or an asset or group of assets. A portion of the purchase price can only be allocated to goodwill in a business combination. Transaction costs are expensed in a business combination, yet capitalized in an asset acquisition. Contingent payments and in-process research and development costs are also handled differently. A set of assets is not a business if substantially all of the fair value of the acquired gross assets is concentrated in a single asset or group of similar identifiable assets. In determining whether an acquired entity is considered to be a business or a set of assets, application of the "substantially all" threshold requires judgment.

The purchase price allocation for acquisitions of a business requires extensive use of accounting estimates and judgments to allocate the purchase price to the identifiable tangible and intangible assets acquired, including in-process research and development, and liabilities assumed based on their respective fair values. An acquisition may include contingent consideration as part of the purchase price. Contingent consideration is accounted for at fair value at the acquisition date, with subsequent changes to the fair value being recognized in earnings.

We have made several acquisitions of businesses in recent years. The purchase prices for the acquisitions were allocated to tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition dates. In most acquisitions, we engage an independent third-party valuation firm to assist us in determining the estimated fair values of acquired in-process research and development and identifiable intangible assets. Such a valuation requires significant estimates and assumptions, including but not limited to determining the timing and estimated costs to complete the in-process projects, projecting regulatory approvals, estimating projected revenue and related growth rates, estimating future cash flows, estimating customer attrition rates, and developing appropriate discount rates. We believe the estimated fair values of contingent consideration and assets acquired and liabilities assumed are based on reasonable assumptions. However, the fair value estimates for the purchase price allocations may change during the allowable allocation period, which is up to one year from the acquisition dates, if additional information becomes available.

Amortized Intangible Assets

We assess amortized intangible assets for impairment immediately upon an indicator of possible impairment. Intangibles are assessed for recoverability considering the contract life, where applicable, and the period of time over which the intangible will contribute to future cash flow. The unamortized cost of intangible assets, where cash flows are independent and identifiable from other assets, is evaluated periodically and adjusted, if necessary, if events and circumstances indicate that a decline in value below the carrying amount has occurred. Due to the numerous variables associated with our judgments and assumptions, including assessments about alternative future use, and the effects of changes in circumstances affecting the valuation, both the precision and reliability of the resulting estimates are subject to uncertainty. As additional information becomes known, we may change our estimates.

Fair Value Measurements

We have categorized our assets and liabilities that are measured at fair value, based on the priority of the inputs to the valuation techniques, in a three-level fair value hierarchy: Level 1 - using quoted prices in active markets for identical

assets or liabilities; Level 2 - using observable inputs other than quoted prices; and Level 3 – using unobservable inputs. We primarily apply the market approach for recurring fair value measurements, maximize our use of observable inputs and minimize our use of unobservable inputs. We utilize the mid-point price between bid and ask prices for valuing the majority of our assets and liabilities measured and reported at fair value. In addition to using market data, we make assumptions in valuing assets and liabilities, including assumptions about risk and the risks inherent in the inputs to the valuation technique.

Certain of our derivative instruments, which are classified in Level 2 of the fair value hierarchy, are valued using industry-standard models that consider various inputs, including time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these inputs are observable in the marketplace throughout the full term of the instrument, can be derived from observable data, or are supported by observable prices at which transactions are executed in the marketplace.

Certain of our acquisitions involve contingent consideration, the payment of which is contingent on the occurrence of future events. Contingent consideration is classified in Level 3 of the fair value hierarchy and is initially recognized at fair value as a cost of the acquisition. After the acquisition, the contingent consideration liability is remeasured each reporting period. The fair value of contingent consideration is measured predominantly on unobservable inputs such as assumptions about the likelihood of achieving specified milestone criteria, projections of future financial performance, assumed discount rates, and assumed weightings applied to potential scenarios in deriving a probability weighted fair value. Significant judgment is used in developing these estimates and assumptions both at the acquisition date and in subsequent periods. If actual events differ from management's estimates, or to the extent these estimates are adjusted in the future, our financial position or results of operations could be affected in the period of any change.

Additionally, our Level 3 instruments include non-marketable equity security investments. Under the measurement alternative, the carrying value is measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer. Adjustments are determined primarily based on a market approach as of the transaction date.

For other fair value measurements, we generally use an income approach to measure fair value when there is not a market observable price for an identical or similar asset or liability. This approach utilizes management's best assumptions regarding expectations of projected cash flows, and discounts the expected cash flows using a commensurate risk-adjusted discount rate.

The above listing is not intended to be a comprehensive list of all our accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by generally accepted accounting principles in the United States, with limited or no need for management's judgment. There are also areas in which management's judgment in selecting available alternatives may or may not produce a materially different result. See our audited consolidated financial statements and notes thereto in this Annual Report, containing a description of accounting policies and other disclosures required by generally accepted accounting principles in the United States.

Risks and Risk Management

Risk Management

Approach

Our risk management approach is built on four key principles:

(1) Active involvement of the Supervisory Board and senior management
(2) Comprehensive policies and procedures
(3) Robust risk monitoring, management and information systems
(4) Effective internal controls

Governance and Oversight

QIAGEN is managed by a Managing Board and an independent Supervisory Board, both appointed by the Annual General Meeting of Shareholders. The Managing Board oversees our risk management system, developing and implementing strategies, controls and mitigation measures to identify and manage both current and emerging risks. These risk management policies are embedded in our corporate governance framework, code of ethics and financial reporting controls. Dedicated functional experts continuously evaluate and address business risks.

Risk Classification and Assessment

We categorize risks into three main types:

Base business risks Specific to QIAGEN or our industry, threatening our existing business.
Business growth risks Specific to QIAGEN or our industry, impacting future growth opportunities.
Underlying business risks Broad risks affecting many public companies, not limited to our industry.

All risks are assessed based on their likelihood and potential financial impact on our ability to achieve business objectives. The goal is to identify risks that could materially threaten our success and to implement timely mitigation actions.

Monitoring and Reporting

We report risk assessments and updates regularly to the Audit Committee of the Supervisory Board. Specific risks that are newly identified or have changed since the last assessment are reviewed each quarter. At least annually, the Supervisory Board evaluates the Company's corporate strategy, risk profile, and the effectiveness of our risk management and internal control systems.

Internal Controls and Compliance

Our corporate governance framework defines the roles of the Managing Board, Supervisory Board and Audit Committee, as detailed under Corporate Governance. We maintain internal controls to ensure the integrity of financial reporting, further described in Controls and Procedures.

Additionally, our Compliance Committee, composed of senior executives from multiple functions, oversees compliance with legal and regulatory requirements and ensures adherence to corporate policies, including our Code of Conduct and Ethics as described in the Corporate Governance section of this Annual Report.

Risk Classification

Base Business Risk

Competitive business threats
Complexity of product portfolio
Dependence on key customers for single product groups
Dependence on individual production sites or suppliers
Purchasing initiatives, price controls and changes to reimbursements
Production risks, including contamination prevention and high-quality product assurance
Defending against intellectual property infringements and maintain competitive advantage after expiration
Cyber security threats

Business Growth Risk

Challenges associated with entering new markets and navigating local regulatory landscapes
Development and successful completion of key R&D projects and subsequent commercialization of new technologies and product adoption
Adapting to disruptive innovations, emerging competitors and technological advancements
Successful integration of acquisitions to achieve anticipated benefits
Meeting evolving regulatory requirements
Secure development of AI-driven bioinformatics platforms and cloud-based diagnostic solutions

Underlying Business Risk

Financial risks, including global economic risks, inflationary pressures and exchange rate volatility against the U.S. dollar (our reporting currency)
Geopolitical instability, trade restrictions, sanctions and potential supply chain disruptions
Financial reporting risks, including multi-jurisdiction tax compliance
Impairment events related to goodwill and intangible assets that could impact financial statements
Cyber security, compliance and legal risks, including protecting against data breaches, fraud, cyber attacks and IT system vulnerabilities that could disrupt operations
Compliance with anti-bribery, anti-corruption and fair competition laws across multiple jurisdictions

Risk Factors

The risks described below are grouped into main categories, with the risks within each category listed in the order of their expected significance. This ordering reflects our current assessment but does not imply that lower-listed risks cannot have a material adverse impact on our results of operations, liquidity, or capital resources.

Market & Growth Risks

Our ability to sustain growth relies on the timely development, introduction and market acceptance of innovative products.

The molecular research and testing markets are characterized by rapid technological advancements and frequent new product introductions. To remain competitive, we must continuously develop products that meet evolving customer needs and regulatory requirements. Delays in product development, regulatory approvals or market adoption could result in loss of market share that may be difficult to regain.

Several factors influence market acceptance of new products, including:

Availability, quality and pricing compared to competitors;
Timing of launch relative to alternative solutions;
Perceived utility and published research citations;
Regulatory approvals and compliance trends; and
Industry shifts in life sciences, applied markets and molecular diagnostics.

We are making significant investments in intellectual property, software and manufacturing capacity to support new automation platforms, such as QIAstat-Dx (syndromic testing) and QIAcuity (digital PCR). These platforms operate under a razor-razorblade model, where the success of instrument sales drives demand for consumable kits. The availability and regulatory approval of new test kits will enhance platform value, influencing adoption rates.

Advancements in artificial intelligence, including AI-driven bioinformatics platforms and cloud-based diagnostic solutions, may transform the competitive landscape of the life sciences and diagnostics industries. If we are unable to effectively integrate or respond to these emerging technologies, we may face challenges in maintaining our competitive position, which could adversely impact our growth prospects and financial performance.

Slower-than-expected adoption of new systems could negatively impact both instrument and consumables sales, affecting our growth, profitability and

market position. Additionally, higher fixed costs associated with product development could put pressure on gross margins and operating income until new products gain sufficient market traction.

If we fail to keep pace with innovation, address market demands or successfully scale production, our business, financial condition and growth prospects could be materially impacted.

Failure to effectively manage growth, expand operations or integrate acquisitions could negatively impact our business and financial performance.

We have grown significantly in recent years, with total net sales increasing from \$1.87 billion in 2020 to \$1.98 billion in 2024. This growth has been driven by both organic expansion and strategic acquisitions, including Verogen, Inc. (2023) and BLIRT S.A. (2022). We plan to continue acquiring businesses that align with our Sample to Insight strategy in molecular research and clinical testing. However, successful integration of acquisitions requires significant resources, coordination and expense.

Additionally, we are investing in expanding operations and upgrading facilities, which increases fixed costs and may temporarily reduce gross profit and operating income until capacity is fully utilized. Managing this growth places a strain on management, operational systems and financial controls, requiring ongoing resource allocation, employee expansion and leadership development.

Our future success depends on our ability to:

Enhance R&D, product development, manufacturing and customer support;
Optimize operational and financial control systems;
Train and manage a growing workforce;
Seamlessly integrate acquired businesses; and
Address emerging challenges related to expansion.

There is no guarantee that we can successfully scale our operations, integrate future acquisitions or sustain profitable growth. Any failure to do so could materially impact our results of operations.

Acquisitions present new risks, and we may not realize the anticipated benefits of acquired technologies and businesses.

Over the past several years, we have acquired and integrated multiple companies, gaining access to new technologies, products and business opportunities that complement our internally developed portfolio. We expect to continue pursuing acquisitions to further expand our operations. However, acquisitions introduce operational and financial risks, including:

Integration challenges, including assimilating new products, technologies, operations and personnel;
Retention of key personnel and technical expertise essential to acquired businesses;
Regulatory hurdles, including securing approvals and clearances for acquired products or technologies;
Resource allocation risks, as acquisitions may divert focus from existing products and business strategies;
Sales generation challenges, including market adoption and competitive positioning of acquired offerings;
Standardization and compliance, including implementing uniform operational controls and cyber security measures;
Relationship management, including maintaining customer, supplier and employee relationships;
Financial risks, such as potential dilution from equity issuances, increased debt and contingent liabilities;
Geopolitical uncertainties, including exposure to trade restrictions, regulatory changes and global economic instability;
Impairment risks, including the amortization or write-down of acquired intangible assets; and
Legal exposure, including patent litigation or other liabilities inherited from acquired entities.

Failure to successfully address these risks may delay or prevent us from realizing the anticipated benefits of acquisitions.

Our expansion into potential high-growth markets exposes us to economic, political and regulatory risks.

In markets emerging across the Middle East and Asia, we may face heightened risks compared to regions where we have an established presence. These risks include:

Economic volatility, particularly in markets reliant on a limited range of industries;
Weak legal systems, which may hinder contract enforcement and intellectual property protection;
Government instability, policy changes and privatization efforts that could impact operations;
Foreign exchange controls that may restrict the movement of funds; and
Abrupt changes in customs and tax regulations, affecting product movement and financial performance.

Additionally, conducting business across multiple jurisdictions—such as moving products between countries or providing services from subsidiaries abroad increases exposure to regulatory shifts and compliance challenges. These factors could negatively impact our operations and financial results.

Increasing customer demands for cost reductions and purchasing efficiencies may restrict our pricing flexibility and affect our business.

Many customers are consolidating suppliers and negotiating bulk purchasing agreements to lower costs, often through large distributors that secure discounted pricing and direct purchasing control. To maintain access to these

customers, we may be required to offer lower prices to distributors, reducing our margins.

Additionally, large customers, including the U.S. federal government, may seek special pricing arrangements, such as blanket purchase agreements, further limiting pricing flexibility.

For some customers, we have facilitated sales through distributors and valueadded partners at their request. If sales through intermediaries increase, our gross profit and overall financial performance could be adversely impacted.

Our ability to accurately forecast quarterly results is impacted by the timing of customer purchases, which are often concentrated in the final weeks or days of a quarter.

Many customers delay purchase decisions until late in the quarter as they assess budget availability and business needs. Additionally, revenue timing from companion diagnostic partnerships can be unpredictable, further complicating forecasts.

While we have historically relied on customer purchasing patterns to project sales, deviations due to market fluctuations, economic conditions or changing procurement trends can result in significant differences between projected and actual results.

Due to these factors, we may not have sufficient real-time visibility to adjust forecasts accurately. If sales fall short of expectations, the market price of our Common Shares could be adversely affected.

Macroeconomic & Geopolitical Risks

Global economic uncertainty, rising interest rates, geopolitical conflicts, trade restrictions and U.S. tariffs on imported goods could adversely impact our business, financial condition and results of operations.

Our operations are subject to global economic volatility, including inflation, high energy costs and tightening monetary policies. Since 2022, central banks in the U.S., U.K. and Eurozone have raised interest rates significantly, increasing financing costs and limiting access to capital. This could affect our

ability to refinance debt, invest in R&D or fund expansion initiatives. Additionally, financial pressures on our customers may impact their purchasing decisions or delay payments, negatively affecting our cash flow.

As a company that primarily manufactures outside the U.S. and exports products into the U.S. market, we are exposed to trade policy risks, including tariffs and import restrictions. If the U.S. government imposes new tariffs, duties or trade barriers on life sciences products, raw materials or components imported from our manufacturing locations, our costs could increase and our pricing competitiveness in the U.S. market could be impacted. Retaliatory tariffs from other countries could further disrupt supply chains or limit market access for our products. These risks may necessitate supplier diversification, production adjustments or changes in our U.S. pricing strategy, all of which could increase operational complexity and costs.

Geopolitical conflicts, such as the wars in Ukraine and the Middle East, have heightened supply chain disruptions and increased energy and material costs. Trade restrictions and export controls, as seen during the Russia-Ukraine war, could further restrict the flow of goods and impact our ability to source critical materials.

A reduction in U.S. government funding or automatic budget cuts (sequestration) could also delay or reduce spending by key customers, including universities, government laboratories and private foundations that rely on grants from agencies such as the U.S. National Institutes of Health (NIH). Uncertainty around federal budget allocations may further reduce demand for our products.

A prolonged economic downturn or trade restrictions could result in:

Higher import costs due to U.S. tariffs, reducing profit margins on U.S. sales;
Increased operational costs to shift supply chains or modifying manufacturing locations in response to trade restrictions;
Reduced investments in U.S. healthcare infrastructure and life sciences research, impacting demand;
More aggressive cost-containment efforts by U.S. government and private healthcare payors;
Severely limited access to financing, impacting growth, capital expenditures and acquisitions;
Foreign currency volatility, affecting pricing and revenue forecasts; and
Retaliatory tariffs or trade restrictions from the EU, China or other trading partners, increasing costs or limiting access to key markets.

If we are unable to mitigate these risks, our business performance, profitability and market presence in the U.S. could be materially affected.

Our global operations are exposed to government actions, economic instability, public health crises, geopolitical conflicts, natural disasters and other force majeure events that may disrupt our supply chain, customers or business operations.

We manufacture primarily in Germany, the U.S., Spain and China and sell through subsidiaries and distributors in over 60 countries. While we have assessed climate change risks at key production and logistics sites, no material threats have been identified. However, unforeseen events—such as the COVID-19 pandemic, extreme weather, cyberattacks or geopolitical instability —could damage facilities, disrupt supply chains, increase costs and impact production and sales.

Disruptions affecting our suppliers could reduce manufacturing output, leading to delayed or lost sales. Many of our products are manufactured at single locations, making it difficult to quickly shift production if operations are halted. While we may ship from alternative sites, customer facility closures or impaired logistics infrastructure could further hinder deliveries, negatively impacting sales, profitability and cash flow.

Geopolitical risks, including the Russia-Ukraine war, Middle East conflicts and escalating U.S.-China trade tensions, could result in trade restrictions, export controls, tariffs or sanctions, increasing costs and limiting market access. Additionally, cyber security threats targeting critical infrastructure pose risks to our operations.

While we maintain insurance coverage for property damage and business interruptions, it may not fully cover all potential losses or remain available on favorable terms. Additionally, recovery costs following a disruption could further reduce profitability and impact financial results.

Geopolitical conflicts, terrorist attacks and international instability could disrupt global markets, supply chains and our operations.

Wars, terrorist attacks and regional conflicts can destabilize economies, disrupt supply chains and drive up energy and raw material costs. The Russia-Ukraine war, ongoing since February 2022, has led to sanctions, trade restrictions and heightened regional uncertainty. Any expansion of the conflict could further impact our European operations and increase costs.

In October 2023, the Israel-Hamas war escalated tensions in the Middle East, creating regional instability and market uncertainty. Although QIAGEN has no direct operations in either country, the conflict remains ongoing and its longterm economic and regional geopolitical effects are unpredictable.

Such conflicts, along with future geopolitical crises, could disrupt financial markets, weaken supply chains and increase political and social instability. These risks may also amplify the impact of other uncertainties outlined in this Annual Report, further affecting our business, operations and financial performance.

Our global operations expose us to risks related to economic instability, regulatory changes, supply chain disruptions, exchange rate fluctuations and evolving environmental, social and governance (ESG) expectations, including diversity, equity and inclusion (DEI) regulations.

We operate in multiple countries with manufacturing facilities in Germany, China, Spain and the U.S., a diverse global supply chain, and sales subsidiaries worldwide. Managing international operations requires coordination across jurisdictions and time zones, increasing operational complexity and resource demands. We have heavily invested in integrated information systems, including a multi-year transition to SAP S/4HANA, to streamline operations. Any disruptions, data loss or system failures could negatively impact our business and financial results.

Our international footprint subjects us to macroeconomic and geopolitical risks, including economic downturns, trade restrictions, tariffs and evolving regulatory frameworks. Import/export licensing requirements, currency controls, shifting tax policies and environmental regulations could increase costs and disrupt supply chains. Additionally, longer payment cycles in certain regions and compliance with complex local regulations could affect cash flow and financial performance.

As a global business, we conduct transactions in multiple currencies, with the U.S. dollar as our reporting currency. Exchange rate fluctuations impact revenues, costs and profitability, leading to foreign currency transaction gains and losses. Certain regions face heightened currency instability; for example, as of April 1, 2022, our Türkiye subsidiary's results are reported under highly inflationary accounting due to cumulative inflation exceeding 100% over three years. While we use foreign exchange hedging to mitigate currency risks, we cannot fully eliminate the impact of exchange rate volatility on our financial results.

Expanding ESG reporting requirements globally and uncertain U.S. DEI policies present regulatory and financial challenges. Failure to meet evolving investor, regulatory or stakeholder expectations could result in reputational damage, business loss and talent retention challenges. Compliance may require additional investments, impacting profitability. Ineffective management of these risks could negatively affect our business, financial performance and global market position.

Operational & Supply Chain Risks

We rely on secure communication and information systems and are subject to evolving privacy and data security laws. Any disruption, breach or failure could adversely affect our business, financial condition and reputation.

We depend on secure information systems to conduct business, storing intellectual property, proprietary business data and personally identifiable information (PII) of customers, employees and business partners in our data centers, networks and cloud-based systems. Despite significant investments in cyber security awareness, modernized tools and ongoing updates to security processes, we cannot eliminate the risk of cyber threats.

We occasionally experience minor cyber security incidents, with phishing attacks posing a growing threat to customers and employees. Unauthorized access to our systems could result in data theft, intellectual property loss, financial fraud or operational disruptions. Cyber risks include hacker intrusions, ransomware, malware, software failures and cyber terrorism, with an increased threat from state-sponsored cyberattacks due to ongoing geopolitical tensions, such as the Russia-Ukraine war. Russian ransomware groups, for example, have threatened critical infrastructure and organizations involved in retaliatory actions against Russia, increasing the risk of cyber incidents. A significant security breach could lead to business disruptions, regulatory penalties, reputational damage and legal liability.

Additionally, we are subject to complex and rapidly evolving data privacy laws across multiple jurisdictions. These include:

U.S. state privacy laws, such as the California Consumer Privacy Act (CCPA) and similar laws in Virginia and Colorado, that impose data processing, consumer rights and breach notification requirements;
European privacy regulations, such as the General Data Protection Regulation (GDPR), which restrict data transfers and mandate strict security measures; and
Potential new regulations, including comprehensive federal data privacy legislation in the U.S. and additional international privacy laws, which could further complicate compliance.

As privacy laws evolve, we may face new compliance obligations, higher operational costs and restrictions on data transfers. Failure to comply with these laws could result in regulatory fines, lawsuits and reputational harm, negatively impacting our business operations and strategic growth plans.

Our business relies on a complex global supply chain, and disruptions in material availability, rising costs or shipping delays could adversely impact our operations and financial results.

We source raw materials, instrumentation and chemicals from multiple suppliers, but certain key components are available only from single-source vendors. If these suppliers face delays, shortages, regulatory restrictions or disruptions, we may be unable to procure materials in a timely manner or at required quality levels, potentially affecting our ability to manufacture and deliver products.

The supply chain environment remains challenging but has shown improvement following extreme volatility in 2021–2022. While material availability stabilized in 2023, ongoing pressures from inflation, energy costs, geopolitical instability and trade restrictions continue to affect pricing and logistics. Key industry concerns in 2024 included increased raw material costs, semiconductor shortages affecting instrumentation, shifting trade policies and regional supply chain constraints. Many companies, including ours, are implementing alternative sourcing strategies, regionalized manufacturing and risk mitigation efforts to adapt.

We also rely on air cargo carriers and expedited logistics services to ensure timely delivery of consumables and instrument kits, as many of our customers maintain limited inventory and require rapid replenishment. Additionally, some of our products require specialized cold storage and transportation, making reliable logistics even more critical. If shipping services are suspended, delayed or disrupted and alternative providers cannot meet our needs, customers may be forced to halt operations, negatively impacting our customer relationships, sales and financial performance.

If supply chain disruptions persist, including material shortages, rising costs, transportation delays or geopolitical trade restrictions, our business, operations and financial results could be materially impacted.

Increasing global supply chain regulations, including reporting and due diligence requirements, could increase compliance costs, disrupt sourcing strategies and impact our operations.

As a global company with primary manufacturing operations in Germany and significant sales in the U.S., we are subject to an expanding number of supply chain-related regulations that impose stricter compliance and reporting obligations. These include:

The German Supply Chain Act (LkSG), which mandates due diligence on human rights and environmental risks within supply chains;
U.S. Conflict Minerals Reporting (Dodd-Frank Act Section 1502), requiring disclosure of the use of certain minerals sourced from conflict-affected regions; and
Similar emerging regulations in the European Union and other jurisdictions, including proposals under the EU Corporate Sustainability Due Diligence Directive (CSDDD).

These regulations require us to assess, document and report on supplier practices, increasing administrative burdens, compliance costs and operational complexity. Ensuring full transparency and regulatory compliance across a global supplier base is challenging, particularly for single-source suppliers or vendors operating in high-risk regions. If we fail to meet these evolving regulatory requirements, we may face fines, legal action, restrictions on market access or reputational damage.

Additionally, heightened regulatory scrutiny may limit sourcing options, increase raw material costs and require supplier requalification or alternative sourcing strategies, potentially delaying production and affecting profitability. Compliance with environmental, social and governance (ESG) standards is also increasingly a factor in customer and investor decision-making, and failure to align with these expectations could impact our business relationships and competitive position.

As supply chain regulations continue to expand, our business operations, supplier relationships and financial performance could be materially impacted

if compliance costs rise, sourcing becomes restricted or regulatory enforcement actions are imposed.

Talent acquisition and retention are critical to our success.

Our success depends on our ability to attract, retain and develop highly skilled personnel, particularly in scientific research, management, manufacturing, digitization, sales and marketing. While we have not faced significant challenges in hiring or retaining talent, competition for experienced scientists, managers and industry specialists remains high across the pharmaceutical, biotechnology and research sectors.

As we continue to expand, we will require additional employees and leadership development to support growth in R&D, manufacturing and commercial operations. Failure to recruit, retain or develop key talent could hinder our ability to innovate, scale operations and execute strategic initiatives, potentially having a material adverse impact on our results of operations.

Risks Related to Artificial Intelligence (AI) Adoption and Compliance

The integration of Artificial Intelligence (AI) in our operations and products presents regulatory, cyber security, liability and competitive risks that could adversely affect our business, financial condition and results of operations.

We are increasingly leveraging Artificial Intelligence (AI) and machine learning (ML) technologies in our products, services and internal operations, including in bioinformatics, molecular diagnostics, clinical decision support, automation and supply chain optimization. The deployment of AI presents several regulatory, legal, cyber security and ethical risks that could materially and adversely impact our business.

Regulatory authorities, including the U.S. Food and Drug Administration (FDA), the European Medicines Agency (EMA) and other global agencies, are evolving their oversight of AI-driven medical and diagnostic technologies. The lack of clear or harmonized regulations across jurisdictions could result in delays in product approvals, increased compliance costs or the need for additional clinical validation of AI-based products. If regulators impose new AI transparency, validation or algorithm explainability requirements, we may be

required to modify or revalidate our AI-based solutions, which could increase costs and delay time-to-market.

AI technologies rely on large datasets, including genomic, clinical and patient data, making them susceptible to privacy, security and compliance risks under regulations such as the General Data Protection Regulation (GDPR), the U.S. Health Insurance Portability and Accountability Act (HIPAA) and China's Data Security Law. A breach, misuse or misinterpretation of AI-generated results could lead to regulatory penalties, litigation and reputational harm. Additionally, the risk of cyber security threats, including AI-driven cyberattacks, data poisoning or adversarial manipulation, could compromise the integrity of our AI models and the security of our systems.

AI algorithms can also exhibit bias, errors or inaccuracies if not properly trained or validated. If our AI-based diagnostics or research tools generate false positives, false negatives or unreliable results, this could expose us to liability claims, regulatory scrutiny or loss of customer confidence. AI-based products may also face challenges in intellectual property protection, as evolving laws and patent eligibility criteria for AI-generated inventions may impact our ability to protect proprietary AI models.

Furthermore, we rely on third-party AI providers and cloud computing infrastructure for certain AI applications. Any failure, breach or misalignment in AI development partnerships could lead to disruptions in our operations or loss of competitive advantage. Additionally, the rapid evolution of AI in healthcare and life sciences could increase competition from technology firms, startups and established industry players, potentially impacting our market position.

If we fail to effectively manage these AI-related risks, including regulatory compliance, data security, algorithmic transparency and liability concerns, our ability to develop and commercialize AI-driven solutions could be limited, which may have a material adverse effect on our business, financial condition and results of operations.

Regulatory & Legal Risks

Obtaining regulatory approval and complying with evolving regulations is costly and time-consuming, potentially affecting our ability to commercialize products and generate sales.

We operate in a highly regulated industry, with oversight from agencies such as the FDA (U.S.), EMA (EU), National Medical Products Administration (NMPA) in China and the Pharmaceuticals and Medical Devices Agency (PMDA) in Japan. Regulatory frameworks are frequently updated, and compliance requires substantial investment in product development, clinical trials and ongoing monitoring.

Changes in existing regulations or new requirements could:

Delay or prevent approval of new products, affecting market entry;
Increase compliance costs for manufacturing, labeling, storage and promotion; and
Restrict the sale of approved or cleared products, limiting revenue potential.

Several of our key products and programs are classified as medical devices, subject to stringent pre- and post-market regulations. Compliance failures may lead to FDA enforcement actions, including:

Fines, injunctions, or recalls;
Denial or withdrawal of approvals; and/or
Production restrictions or facility shutdowns.

Additionally, some of our products are sold in the U.S. for research use only (RUO) and labeled accordingly. If the FDA reclassifies an RUO product as requiring regulatory clearance, we may have to halt sales until approval is obtained.

With increasing global scrutiny, particularly in areas such as gene editing, genomic research and in vitro diagnostics (IVD), regulatory hurdles may intensify. Failure to meet evolving requirements could significantly impact our business, operations and growth prospects.

We may be subject to costly patent litigation, intellectual property disputes or licensing requirements that could impact our operations and financial performance.

The biotechnology and life sciences industries are highly litigious regarding patents and intellectual property rights, particularly as competitors develop technologies based on common platforms. We are aware that third parties hold patents related to sample and assay technologies, some of which are closely related to those we use.

From time to time, we receive inquiries regarding potential patent infringement. While we actively monitor developments and believe our technologies do not infringe third-party rights, there is no guarantee that we will not face legal challenges. If a dispute arises, we may be required to:

Modify or discontinue certain products or processes;
Obtain costly licenses, which may not be available on favorable terms or at all; or
Engage in lengthy and expensive litigation to defend against infringement claims or enforce our own patents.

Additionally, proceedings before regulatory bodies such as the U.S. Patent and Trademark Office or the International Trade Commission may be necessary to determine the validity or scope of patents. Unfavorable rulings or settlement obligations could negatively impact our business, financial condition and competitive position.

Intellectual property litigation can be costly and time-consuming, diverting management resources and potentially leading to significant financial liabilities. Any adverse outcomes could materially affect our results of operations and market position.

Unethical behavior and non-compliance with laws by our sales representatives, consultants, commercial partners, distributors or employees could seriously harm our business.

Our operations include doing business in countries with a history of corruption and involve transactions with foreign governments. These factors may increase

the risks associated with our international activities. We are subject to the U.S. Foreign Corrupt Practices Act (FCPA), the U.K. Bribery Act and other laws that prohibit improper payments or offers of payments to foreign governments and their officials and political parties by business entities for the purpose of obtaining or retaining business. We have operations, agreements with third parties and sales in countries known to experience corruption. Further international expansion may involve increased exposure to these types of practices. Our activities in these countries and others create risks of unauthorized payments or offers of payments, non-compliance with laws or other unethical behavior by any of our employees, consultants, sales agents or distributors, that could be in violation of various laws, including the FCPA, even though these parties are not always subject to our control.

Our policy is to implement safeguards to discourage these or other unethical practices by our employees and distributors, including online and in-person employee trainings, periodic internal audits and standard reviews of our distributors. However, our existing safeguards and any future improvements may not prove to be effective, and our employees, consultants, sales agents or distributors may engage in conduct for which we might be held responsible. Violations of the FCPA and other laws may result in criminal or civil sanctions, which could be severe, and we may be subject to other liabilities, which could negatively affect our business, results of operations and financial condition.

Financial Risks

Changes in tax laws, regulatory interpretations or reductions in government tax incentives could increase our effective tax rate, impact our financial flexibility and adversely affect our results of operations.

Our effective tax rate benefits from partially tax-exempt income through intercompany operating and financing structures as well as regional tax rate variations across our global operations. The statutory corporate tax rate in the Netherlands is 25.8%, but income or losses in other jurisdictions may be taxed at higher or lower rates.

Recent global tax reforms, including the OECD's Pillar Two framework, introduce a 15% global minimum tax that could significantly impact

multinational businesses, including QIAGEN. The Netherlands has formally enacted Pillar Two legislation, with certain provisions effective January 1, 2024 and others effective as of January 1, 2025. However, ongoing discussions among the OECD and participating countries continue to shape its implementation, creating uncertainty regarding administrative rules and compliance requirements.

In addition to OECD-driven changes, shifts in U.S. tax policy due to political uncertainty could lead to corporate tax rate adjustments, changes in transfer pricing regulations and limitations on deductions for interest and foreign-related expenses. These changes could increase our tax burden, affect our cash tax payments and limit our ability to repurchase Common Shares without incurring adverse tax consequences.

Furthermore, tax authorities or regulatory bodies, such as the European Commission, may challenge our tax positions, transfer pricing arrangements or tax credit eligibility, potentially resulting in additional tax liabilities. These developments could materially impact our financial results, cash flow and ability to accurately forecast tax-related expenses.

Our debt obligations may impact our financial condition and flexibility.

We carry significant debt with service obligations and restrictive covenants that may limit our financial flexibility. High indebtedness increases the risk of default, restricts our ability to borrow additional funds and could impact our ability to generate sufficient cash flow to meet interest payments and debt covenants. If we are unable to secure working capital, new financing or equity funding, we may need to delay or reduce R&D investments.

Our debt levels could:

Limit our ability to make required debt payments;
Restrict access to financing for operations, capital expenditures or debt service;
Reduce flexibility in responding to industry changes; and/or
Increase vulnerability to economic downturns.

Managing our debt effectively is critical to maintaining financial stability and business continuity.

Our business may require substantial additional capital, which may not be available on acceptable terms, or at all.

Future capital needs will depend on factors such as:

Marketing, sales and customer support expenses;
R&D investments;
Facility expansion;
Acquisitions of technologies, products or businesses;
Product demand and operational costs;
Debt repayment or refinancing; and
Hedging activities and tax obligations.

We expect to meet short-term capital needs through cash flow from operations and cash on hand. As of December 31, 2024, we had \$1.4 billion in longterm debt, with \$53.5 million due within one year, and may choose to refinance these obligations.

If our existing resources become insufficient, we may need to raise funds through public or private debt or equity financing. However, funding may not be available on favorable terms, potentially requiring us to reduce or delay R&D, production, marketing, capital expenditures or acquisitions, negatively impacting our business. Additionally, issuing equity or convertible securities could result in shareholder dilution.

An impairment of goodwill and intangible assets could reduce our earnings.

At December 31, 2024, our consolidated balance sheet included \$2.4 billion of goodwill and \$303.8 million of intangible assets. Goodwill arises when the purchase price of an acquisition exceeds the fair value of net assets, while intangible assets represent finite-lived assets such as patents or trademarks.

Under U.S. GAAP, we must test goodwill for impairment annually or when events indicate potential impairment. Intangible assets are reviewed for impairment when changes in circumstances suggest their carrying value may not be recoverable. These reviews are often conducted at an asset group level, which for goodwill currently applies to the entire company.

If impairment is identified, we must immediately record a charge to earnings, which could adversely impact our financial results.

Our strategic equity investments may result in losses.

We make strategic investments in businesses as opportunities arise, but these investments may result in losses. We periodically evaluate their carrying value based on factors such as recent stock transactions, financial statements and market conditions. However, valuation fluctuations—driven by factors beyond our control—may impact our financial results.

Assessing the fair value of non-marketable life science investments is inherently subjective, and if actual outcomes differ from assumptions, we may be required to write down investments, leading to potential charges against earnings. There is no guarantee that these investments will yield long-term benefits.

Product and Competitive Risks

We may encounter delays in receipt, or limits in the amount, of reimbursement approvals and public health funding, which may negatively impact our ability to grow revenues in the healthcare market or our profitability.

Changes in the availability or reimbursement of our diagnostic testing products by insurance providers and health organizations could significantly impact our results. Third-party payors often hesitate to cover new technologies or novel diagnostic tests and are increasingly limiting reimbursement coverage or pressuring suppliers to reduce prices.

Each payor makes individual reimbursement decisions, requiring scientific and clinical data to justify a test's clinical benefits. This time-consuming and costly process can delay market adoption, and there is no guarantee of approval. Inconsistent or inadequate reimbursement may force us to lower prices or limit sales, negatively affecting our financial performance.

Additionally, many of our customers rely on government and private insurers to support their products' marketability. Governments and third-party payors are focused on controlling healthcare costs and reducing medical product prices. Uncertainty around U.S. healthcare policy, including the Affordable Care Act (ACA) and potential reimbursement changes, may delay customer purchasing decisions, affecting our sales.

Under the Protecting Access to Medicare Act (PAMA) of 2014, Medicare reimbursement rates for certain diagnostic tests are based on weighted median private payor rates, leading to lower reimbursement levels across molecular pathology and other diagnostic tests. If reimbursement remains inadequate, our business and financial results could suffer.

Reduction in R&D budgets and government funding may result in reduced sales.

Our customers include pharmaceutical and biotechnology companies, academic institutions, and government and private laboratories. Demand for our products is influenced by fluctuations in research and development (R&D) budgets, which can be impacted by funding availability, industry mergers, shifting spending priorities and institutional policies. Any significant reduction in life sciences R&D spending could adversely affect our financial performance.

The pharmaceutical and biotechnology industries have undergone significant restructuring and consolidation in recent years. Further mergers may result in customer loss, reducing demand for our products and negatively impacting our results.

We also sell to universities, government laboratories and private foundations, many of which rely on government grants, particularly from agencies like the U.S. National Institutes of Health (NIH), the largest source of life sciences funding in the country. While research funding has increased in recent years, future levels remain uncertain due to federal and state budget constraints. Government funding decisions, which are subject to unpredictable political processes, can cause purchasing delays and impact our sales.

Efforts to reduce budget deficits have previously included cuts to NIH and other global research agencies. A reduction in government funding for life sciences research could significantly impact our business and results of operations.

Competition could reduce our sales.

The markets for our products are highly competitive. Many competitors have greater financial, operational, sales, marketing and R&D resources. They may develop new technologies that compete with or render our products obsolete and could gain regulatory approval from agencies such as the U.S. Food and Drug Administration (FDA) and international regulators. Competitors offering superior technology, cost-effective solutions or faster regulatory approval could adversely impact our sales and operations.

Our business growth depends on converting users from competing products to our sample and assay technologies. However, switching suppliers can be timeconsuming and costly, as customers must integrate new products into their workflows. If we fail to be first to market with innovative solutions, our competitive position and sales may suffer.

Additionally, in commercial clinical diagnostics, we often compete with laboratory-developed tests (LDTs) created by our customers. Converting users from LDTs to our commercial assays remains a challenge, which may impact our market adoption and revenue.

We rely on collaborative commercial relationships to develop and/or market some of our products.

Our long-term strategy includes forming strategic alliances and marketing arrangements with academic, corporate and other partners for developing, commercializing and distributing our products. We may face challenges in negotiating these collaborations and maintaining them, and partners might develop competing products.

Our Precision Diagnostics business collaborates with pharmaceutical and biotech companies to co-develop companion diagnostics for their drugs. The success of these programs depends on our partners' commitment, clinical trial outcomes and regulatory approvals. Sales of companion diagnostics are closely tied to the commercial success of the related drugs.

Marketing QIAGEN products often relies on joint ventures or distributorships, especially in emerging markets where we partner with local companies. The

success of these partnerships impacts our sales and profitability in these regions.

Real or perceived defects in or misuse of our products could adversely affect our results of operations, growth prospects and reputation.

We market our products in over 130 countries, directly or through partners. Due to our extensive operations, tracking end-user usage can be challenging. Misuse or perceived misuse of our products could harm our reputation and customer trust, impacting market acceptance.

Our customers, particularly in law enforcement and government, use our products for critical applications like forensic testing and human identification. They have low tolerance for defects, which could interfere with justice administration and damage forensic evidence. Defects or misuse, real or perceived, could lead to lost sales, increased service and replacement costs, reputational damage, customer loss, liability for damages and resource diversion, adversely affecting our business.

If our products are used unethically or unlawfully, it could harm our reputation and operations. We strive to ensure ethical and lawful use but cannot guarantee against misuse claims. Allegations of misuse, even if unfounded, could damage our reputation.

Our brand and reputation are crucial for business success. Maintaining them depends on delivering high-quality products and services. Negative reviews or publicity, especially in media, could harm our reputation and sales, adversely affecting our business and financial results.

We depend on patents and proprietary rights that may fail to protect our business.

Our success depends to a large extent on our ability to develop proprietary products and technologies and to establish and protect our patent and trademark rights in these products and technologies. As of December 31, 2024, we owned 282 issued patents in the United States, 229 issued patents in Germany and 1,615 issued patents in other major industrialized countries. In addition, as of December 31, 2024, we had 346 pending patent applications, and we intend to file applications for additional patents as our products and technologies are developed.

The patent positions of technology-based companies involve complex and uncertain legal and factual questions, with laws on patent coverage and enforceability subject to change. U.S. patent applications remain secret until issued, and scientific or patent literature publications lag behind discoveries. Thus, there is no guarantee that patents will be granted from our applications or, if granted, that they will be broad enough to protect our technology. Issued patents may be challenged, invalidated or circumvented, potentially diminishing our competitive advantage and revenue as patents expire and competitors develop similar products.

Some products use third-party licensed patents and technologies, which provide competitive advantages but impose commercialization and sublicensing obligations. Non-compliance could convert exclusive licenses to non-exclusive or terminate them, leading to a loss of competitive edge and revenue.

We also protect trade secrets and proprietary know-how through confidentiality agreements with employees and consultants. However, these agreements may not offer meaningful protection or adequate remedies for unauthorized use or disclosure, and trade secrets could become known or independently developed by competitors.

Collaborations with academic researchers and institutions may result in third parties acquiring rights to inventions developed during these partnerships.

Our business exposes us to potential product liability.

Our product marketing and sales involve potential product liability risks. Although we currently face no significant claims, future claims are possible. Additionally, our products might be used unethically or illegally, leading to litigation risks. We have limited product liability insurance, but its adequacy and affordability are uncertain.

We must comply with various laws and regulations, including those for handling hazardous substances. Accidental contamination or injury risks exist, and we could be liable for resulting damages, which could significantly impact us.

Stock and Shareholder Risks

Fluctuations in operating results may impact the market price of our Common Shares.

Our operating results can vary significantly from quarter to quarter and year to year, influenced by multiple factors, including:

Demand for our products and customer purchasing cycles;
Timing of research budgets and commercialization efforts;
Government funding allocations affecting customer spending;
Regulatory approvals and research & development activities;
Sales and marketing expenses, as well as exit activities;
New product launches by us or competitors;
Competitive market conditions and macroeconomic trends; and
Exchange rate fluctuations affecting international revenue.

We set expense levels based on anticipated sales trends, but actual sales and earnings may deviate from expectations, leading to variability in financial performance. As a result, our quarterly and annual results may not be indicative of future performance. If our results fail to meet or exceed analyst or investor expectations, the market price of our Common Shares could decline.

Our Common Shares may have a volatile public trading price.

The market price of our Common Shares has been highly volatile since our initial public offering in September 1996. Our shares have been listed on the New York Stock Exchange (NYSE) since January 10, 2018, after previously trading on NASDAQ. Over the past two years, our stock price has ranged from \$51.18 to \$34.74 and from €48.36 to €32.74 on the Frankfurt Stock Exchange. In addition to overall stock market fluctuations, factors that may have a significant impact on the price of our Common Shares include:

New product launches or technological advancements by us or competitors;
Changes in collaborations or partnerships;
Quarterly financial performance and comparisons with peer companies;
Regulatory, tax or patent law changes;
Developments in intellectual property rights;
Government funding for life sciences research;
General market trends in diagnostics, pharmaceuticals and biotechnology; and
Foreign exchange rate fluctuations.

The stock market has experienced extreme price and volume fluctuations, particularly affecting technology-based companies, often unrelated to their operating performance. These broad market swings may negatively impact the price of our Common Shares.

Future sales and issuances of our Common Shares could adversely affect our stock price.

The future sale or issuance of a large number of our Common Shares could negatively impact their market price. Dutch law allows a company to issue shares up to its authorized share capital as specified in its Articles of Association. Our authorized share capital is EUR 9.00 million, divided into 410.0 million common shares, 40.0 million financing preference shares and 450.0 million preference shares, each with a EUR 0.01 par value. As of December 31, 2024, approximately 222.3 million Common Shares were outstanding, with an additional 12.9 million reserved under stock plans, including shares subject to outstanding awards. Furthermore, up to 18.7 million shares may be issued upon conversion of debt. Most of our outstanding Common Shares can be sold without restriction, except those held by affiliates, which have resale limitations.

Shareholders who are U.S. residents could be subject to unfavorable tax treatment.

We may be classified as a "passive foreign investment company" (PFIC) for U.S. federal income tax purposes if certain tests are met, potentially reducing the after-tax return and value of our Common Shares. A PFIC determination

involves either 75% or more of our gross income being passive or 50% of our assets producing passive income.

Based on our 2024 income, assets and activities, we do not believe we were a PFIC and do not expect to be one in the future. However, there is no guarantee that the IRS will not challenge this position or that we will not become a PFIC later.

Provisions of our Articles of Association and Dutch law and an option we have granted may make it difficult to replace or remove management and may inhibit or delay a takeover.

Our Articles of Association require a two-thirds shareholder vote, representing over 50% of issued share capital, to suspend or dismiss Managing and Supervisory Directors against their wishes. If proposed by the joint Supervisory and Managing Boards, a simple majority is sufficient. Shareholders may also overrule Board nominations with the same two-thirds vote and share capital threshold. To prevent hostile takeovers, our Supervisory Board can issue Preference Shares if a third party acquires 20% or more of share capital or is deemed an "adverse person." This may discourage bids or lead to negotiations for better terms.

In 2004, we granted Stichting Preferente Aandelen QIAGEN the option to acquire Preference Shares equal to all outstanding Common Shares minus one to block or delay an unfavorable change of control. The Foundation must act in our and stakeholders' interests when exercising this option. Restrictions include:

The requirement of a public offer announcement; and
A two-year holding period, during which voting rights must remain below 30% before the period ends.

Note Regarding Forward-Looking Statements and Risk Factors

Our future operating results may be affected by various risk factors, many of which are beyond our control. Certain statements included in this Annual Report and the documents incorporated herein by reference may be forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of

1934, as amended, including statements regarding potential future net sales, gross profit, net income and liquidity.

These statements can be identified by the use of forward-looking terminology such as "believe," "hope," "plan," "intend," "seek," "may," "will," "could," "should," "would," "expect," "anticipate," "estimate," "continue" or other similar words. Reference is made in particular to the description of our plans and objectives for future operations, assumptions underlying such plans and objectives, and other forward-looking statements. Such statements are based on management's current expectations and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.

We caution investors that there can be no assurance that actual results or business conditions will not differ materially from those projected or suggested in such forward-looking statements as a result of various factors.

Factors that could cause such results to differ materially from those described in the forward-looking statements include those set forth in the risk factors above.

As a result, our future success involves a high degree of risk. When considering forward-looking statements, you should keep in mind that the risk factors could cause our actual results to differ significantly from those contained in any forward-looking statement.

Governance Structure

We understand the significance of clear and transparent corporate governance rules and have aligned our internal organization and processes with these principles where appropriate. This section provides an overview of our corporate governance structure and includes details of the information required under the Dutch Corporate Governance Code 2022 (published at www.mccg.nl) (the Dutch Code). The Dutch Code is applicable to QIAGEN N.V. (in the following, also referred to as QIAGEN or the Company) as a publicly listed company incorporated under the laws of the Netherlands with a registered seat in Venlo, The Netherlands. The Dutch Code contains the principles and concrete provisions which the persons involved in a listed company (including Managing Board members and Supervisory Board members) and stakeholders should observe in relation to one another.

QIAGEN is a 'Naamloze Vennootschap,' or N.V., a Dutch limited liability company similar to a corporation in the United States. We have a two-tier board structure under which QIAGEN is managed by a Managing Board that consists of executive management and acts under the supervision of an independent Supervisory Board (non-executives).

It is in the interest of QIAGEN and all of our stakeholders, including shareholders, that each board performs its functions appropriately with a clear division of responsibilities, inclusive of interactions with the General Meeting of Shareholders (General Meeting) and the external auditor, to operate in a wellfunctioning system of checks and balances.

The Supervisory Board follows the principle of increasing stakeholder value and has always pursued the highest standards in corporate governance.

QIAGEN is committed to ensuring a corporate governance structure that best suits its business and stakeholders and that complies with relevant rules and

regulations. Our corporate governance practices are generally derived from the provisions of the Dutch Civil Code and the Dutch Corporate Governance Code, although there are some minor deviations due to factors such as legal requirements imposed by other jurisdictions in which QIAGEN's Shares are listed as well as due to industry standards. A brief summary of the principal differences is presented in the section Dutch Corporate Governance Code - Comply or Explain.

Requirements – U.S.

Our Shares are registered and traded in the United States on the New York Stock Exchange (NYSE). Consequently, we must comply with requirements of U.S. legislation, such as the Sarbanes-Oxley Act of 2002, as well as other regulations enacted under U.S. securities law. In addition, we are subject to the NYSE listing standards that are applicable to "foreign private issuers" such as QIAGEN. A brief summary of the principal differences is presented under the section NYSE Exemptions.

Requirements – EU and Germany

Our Global Shares are also listed in Germany on the Frankfurt Stock Exchange in the Prime Standard segment, where QIAGEN is a member of the DAX Index of the 40 largest blue-chip stocks in Germany. QIAGEN is also a member of the TecDAX Index composed of the country's leading technology companies. Accordingly, we are required to follow the applicable European regulations and German capital market laws, in particular the EU Market Abuse Regulation No 596/2014 and the German Securities Trading Act (Wertpapierhandelsgesetz).

We believe all of our operations are carried out in accordance with legal frameworks, including Dutch Corporate Law, U.S. laws and regulations, EU regulations and applicable German and U.S. capital market laws.

QIAGEN operates under a two-tier corporate structure

Executive Committee

Comprised of experienced leaders across the Company allowing for functions, businesses and markets to be represented at the highest level
The Managing Board is accountable for the actions and decisions by the Executive Committee

Managing Board

General

The Managing Board is responsible for the continuity of QIAGEN and its affiliated enterprise and for defining our strategy for, among other things, sustainable long-term value creation, and achieving our aims and results through the management of QIAGEN worldwide. The Managing Board is also responsible for financing, managing the risks associated with our business activities and complying with all relevant legislation and regulations. In accordance with Dutch Law, our Managing Board, which has two members, has chosen to work with an Executive Committee and is accountable for the actions and decisions of the Executive Committee. This Committee is comprised of the CEO, the CFO and certain experienced leaders who are responsible for the operational management of the Company and the achievement of its objectives and results. The Managing Board (specifically, the Chief Financial Officer) is informed of the findings of the Internal Audit function, which operates under the direct responsibility of the Supervisory Board through the Audit Committee.

The Managing Board provides timely information to the Supervisory Board for discussions on the development of QIAGEN and, in particular, reviews internal risk management and control systems with the Audit Committee.

The Managing Board is accountable for the performance of its duties to the Supervisory Board and the General Meeting. In discharging its duties, the

Managing Board takes into account the interests of all stakeholders, including shareholders, in a commitment to sustainable long-term value creation.

Composition and Appointment

The Managing Board consists of one or more members as determined by the Supervisory Board. The Managing Board members are appointed by the General Meeting upon a binding nomination by the Joint Meeting of the Supervisory Board and the Managing Board (the Joint Meeting). The General Meeting may overrule the binding nature of any nomination by a resolution adopted by at least a two-thirds majority of the votes cast, if such majority represents more than half of the issued share capital.

Managing Board members are appointed annually for one-year terms for the period beginning on the day following the Annual General Meeting up to, and including, the day of the Annual General Meeting held in the following year.

Managing Board members may be suspended and dismissed by the General Meeting by a resolution adopted by a two-thirds majority of the votes cast, if such majority represents more than half of the issued share capital, unless the proposal was made by the Joint Meeting, in which case a simple majority of votes cast is sufficient. Furthermore, the Supervisory Board may, at any time, suspend (but not dismiss) a member of the Managing Board.

Managing Board Members

The following were our Managing Board members for the year ended December 31, 2024:

Thierry Bernard

Chief Executive Officer (1964, U.S./French)

Thierry Bernard joined QIAGEN in February 2015 to lead our growing presence in molecular diagnostics, the application of Sample to Insight solutions for molecular testing in human healthcare. He was named Chief Executive Officer in March 2020 after serving in this role on an interim basis and became a member of the Managing Board in 2021. Previously, Mr. Bernard held roles of increasing responsibility during 15 years with bioMérieux SA, most recently as Corporate Vice President, Global Commercial Operations, Investor Relations and the Greater China Region. He also held senior management roles in several other leading international companies. In March 2023, he was named Chair of the AdvaMedDx Board of Directors, a U.S. industry trade association, and joined the Board of Directors of Neogen Corporation (NASDAQ: NEOG) in 2024. Mr. Bernard has earned degrees and certifications from Sciences Po, LSE, the College of Europe, Harvard Business School, Centro de Comercio Exterior de Barcelona and has been appointed Conseiller du Commerce Extérieur by the French government.

Roland Sackers Chief Financial Officer (1968, German)

Roland Sackers joined QIAGEN in 1999 as Vice President, Finance and has been Chief Financial Officer since 2004. In 2006, Mr. Sackers became a member of the Managing Board. From 1995 to 1999, he was an auditor with Arthur Andersen Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft. Since 2019, Mr. Sackers has served on the Supervisory Board of Evotec SE, a publicly listed company based in Germany, becoming Chair of the Audit Committee in 2019 and Vice Chair of the Supervisory Board in 2021. He is also a member of the Board of the industry association BIO Deutschland. Mr. Sackers earned his Diplom-Kaufmann from the University of Münster.

Supervisory Board

General

The Supervisory Board supervises the policies of the Managing Board, the general course of our business and our strategy for, among other things, sustainable long-term value creation. The Supervisory Board assists the Managing Board by providing advice related to the business activities of QIAGEN. Meetings are held in the absence of the Managing Board for select topics at each regular meeting. In discharging its duties, the Supervisory Board takes into account the interests of QIAGEN and all stakeholders, including shareholders, in its aim to create long-term value. The Supervisory Board is responsible for the quality of its own performance. In this respect, the Supervisory Board conducts an annual self-evaluation which periodically takes place under the supervision of an external expert. Our Supervisory Board has specified matters requiring its approval, including decisions and actions that would fundamentally change our assets, financial position or results of operations.

The Supervisory Board has established four Committees - Audit, Compensation & Human Resources, Nomination & Governance (formerly the Nomination & ESG Committee) and Science & Technology - from among its members. Additional committees can be established, or existing Committees modified, based on the terms of the charter, as deemed beneficial. The Supervisory Board has approved charters for each of these Committees. An overview of these Committees, their operations and meeting attendance is provided in the Supervisory Board Report.

Composition and Appointment

The Supervisory Board consists of at least three members, or a larger number as determined by the Joint Meeting. Members of the Supervisory Board are appointed by the General Meeting upon the Joint Meeting having made a binding nomination for each vacancy. However, the General Meeting may overrule the binding nature of any nomination by a resolution adopted by at least a two-thirds majority of the votes cast, if such majority represents more than half of the issued share capital.

The Supervisory Board shall be composed in a way that enables it to carry out its duties properly and enables its members to act critically and independently of one another, of the Managing Board and of any one particular interest. As a result, the Supervisory Board has adopted a profile, in terms of its size and composition, that takes into account the nature of our business, its activities and the desired diversity, expertise and background of the Supervisory Board members. The current profile of the Supervisory Board can be found on our website (www.qiagen.com). The Supervisory Board has appointed a Chair from among its members, who is subject to adhere to the duties assigned by the Articles of Association and the Dutch Code.

Members of the Supervisory Board are appointed annually for the period beginning on the day following the Annual General Meeting of our shareholders up to, and including, the day of the Annual General Meeting held in the following year. Members of the Supervisory Board may be suspended and dismissed by the General Meeting by a resolution adopted by a two-thirds majority of the votes cast, if such majority represents more than half of the issued share capital, unless the proposal was made by the Joint Meeting, in which case a simple majority of votes cast is sufficient.

Our Supervisory Board is composed of individuals with diverse expertise, backgrounds, nationalities and professional experiences, ensuring a wellrounded and effective leadership team. The desired qualifications and composition of the Supervisory Board are outlined in its charters, which are available on our website under "Supervisory Board."

Independence

QIAGEN is in compliance with the NYSE listing standards that require a majority of the Supervisory Board Members to be independent.

Additionally, the Dutch Code distinguishes between certain independence criteria that may be fulfilled by not more than one Supervisory Board member (e.g., prior employment with the Company, receiving personal financial compensation from the Company or having an important business relationship with the Company) and other criteria that may not be fulfilled by more than the majority of the Supervisory Board members. In some cases, Dutch

independence requirements are more stringent, such as by requiring a longer "look back" period (five years) for former executives to become Supervisory Board members.

In other cases, the NYSE rules are more stringent, such as having a broader definition of disqualifying affiliations. All of our Supervisory Board members are independent under the Dutch Code and under the NYSE requirements.

Supervisory Board Independence under the Dutch Code

Supervisory Board Members

The following is a brief summary of Supervisory Board members for the year ended December 31, 2024:

Lawrence A. Rosen

Supervisory Board Chair Committees: Audit, Nomination & Governance (1957, U.S.)

Lawrence A. Rosen joined the Supervisory Board in 2013 and has served as Chair of the Supervisory Board since 2020. He has been a member of the Audit Committee since 2013 and a member of the Nomination & Governance Committee since 2020. Mr. Rosen also serves on the Supervisory Boards of Lanxess AG and Deutsche Post AG, where he previously was a member of the

Board of Management and Chief Financial Officer from 2009 to 2016. He served as Chief Financial Officer of Fresenius Medical Care AG & Co. KGaA from 2003 to 2009, and earlier as Senior Vice President and Treasurer of Aventis SA in Strasbourg. Mr. Rosen holds a bachelor's degree from the State University of New York and an MBA from the University of Michigan.

Dr. Metin Colpan Committees: Science & Technology (Chair), Nomination & Governance

Metin Colpan Ph.D. co-founded QIAGEN and served as its first Chief Executive Officer and a Managing Director from 1985 to 2003. Dr. Colpan has been a member of the Supervisory Board since 2004 and has served as Chair of the Science & Technology Committee since 2014. He has been a member of the Nomination & Governance Committee since 2015. Prior to co-founding QIAGEN, Dr. Colpan was an Assistant Investigator at the Institute for Biophysics at the University of Düsseldorf. He has extensive experience in Sample technologies, in particular the separation and purification of nucleic acids, and has many patents in the field. Dr. Colpan obtained his Ph.D. and master's degree from the Darmstadt Institute of Technology.

Dr. Toralf Haag

(1955, German)

Committee: Audit (Chair and Financial Expert) (1966, German)

Toralf Haag Ph.D. joined the Supervisory Board and Audit Committee in 2021 and is Chair of the Audit Committee. Since September 2024, Dr. Haag is Chief Executive Officer and Chairman of the Executive Board of Aurubis AG, a publicly-listed German company. Previously, Dr. Haag was Chief Executive Officer and Chairman of the Corporate Board of Management of Voith GmbH

& Co. KGaA, a privately held German technology company. Before joining Voith as Chief Financial Officer in 2016, Dr. Haag served for more than 11 years as Chief Financial Officer and Member of the Executive Committee of Lonza Group AG. Dr. Haag earned a degree in business administration from the University of Augsburg and a Ph.D. from the University of Kiel.

Prof. Dr. Ross L. Levine Committee: Science & Technology (1972, U.S.)

Ross L. Levine M.D. joined the Supervisory Board and its Science & Technology Committee in 2016. In 2021, he became Chair of QIAGEN's Scientific Advisory Board. A physician-scientist focused on researching and treating blood and bone-marrow cancers, Dr. Levine is the Laurence Joseph Dineen Chair in Leukemia Research, the Chief of Molecular Cancer Medicine and an Attending Physician at Memorial Sloan Kettering Cancer Center, and Professor of Medicine at Weill Cornell Medicine. Board-certified in internal medicine and hematology-oncology, Dr. Levine received a bachelor's degree from Harvard College and his M.D. from The Johns Hopkins University School of Medicine.

Prof. Dr. Elaine Mardis

Committees: Compensation & Human Resources, Science & Technology (1962, U.S.)

Elaine Mardis Ph.D. joined the Supervisory Board in 2014. She is also a member of the Science & Technology Committee and the Compensation & Human Resources Committee. Dr. Mardis is Co-Executive Director of the Steve and Cindy Rasmussen Institute for Genomic Medicine at Nationwide Children's Hospital in Columbus, Ohio, and Professor of Pediatrics at The Ohio State University College of Medicine. Previously, she was the Robert E. and Louise F. Dunn Distinguished Professor of Medical Sciences at Washington University

School of Medicine and President of the American Association for Cancer Research. Dr. Mardis is a scientific advisor to Scorpion Therapeutics LLC, an elected member of the U.S. National Academy of Medicine, and a member of the Board of Directors of Singular Genomics Systems, Inc., a publicly listed company based in the U.S. Dr. Mardis received her bachelor's degree and Ph.D. from the University of Oklahoma.

Bert van Meurs

Committee: Nomination & Governance (1961, Dutch)

Bert van Meurs joined the Supervisory Board and the Nomination & Governance Committee in April 2024. He is a member of the Executive Committee at Royal Philips N.V. of the Netherlands, where he serves as Executive Vice President and Chief Business Leader of Image Guided Therapy, and also as Chief Business Leader of Precision Diagnosis (ad interim) responsible for Diagnosis & Treatment. He has more than 30 years of experience since joining Philips in 1985 in various global business leadership positions in research and development, clinical science, and marketing and sales in Europe and Asia. He has a Master's degree in Physics from the University of Utrecht and a degree in Business Marketing from the Technical University of Eindhoven, both in the Netherlands.

Eva van Pelt Committee: Audit Committee (1965, German)

Eva van Pelt joined the Supervisory Board and the Audit Committee in March 2024. She most recently served as Co-CEO and member of the Management Board of Eppendorf Group, a privately-held German Life Sciences company

with more than EUR 1.2 billion of annual sales and over 5,000 employees worldwide. Prior to her time at Eppendorf, she held various international management positions of increasing responsibility with Siemens, Accenture, Hitachi Data Systems and Leica Microsystems. She also currently serves as a member of the Supervisory Board of Paul Hartmann AG, a publicly-listed German healthcare company, and as President of the German-Dutch Chamber of Commerce. She earned a Diplom-Kauffrau degree from the Ludwig-Maximilians-Universität in Munich.

Dr. Eva Pisa

Committees: Compensation & Human Resources (Chair) (1954, Swedish/Swiss)

Eva Pisa Ph.D. joined the Supervisory Board and the Compensation & Human Resources Committee in 2022. She is an advisor to several life science and diagnostic companies through her company piMed Consulting, and she previously held senior leadership positions in Roche Diagnostics International from 2007 to 2020, most recently as Senior Vice President at Roche Centralized and POC Solutions. Prior to joining Roche, she was Chief Executive Officer of Sangtec Molecular Diagnostics AB, a Swedish start-up, from 2001 to 2007. Dr. Pisa holds a Ph.D. from the Karolinska Institutet and an MBA from Heriot-Watt University.

Stephen H. Rusckowski

Committees: Compensation & Human Resources, Nomination & Governance (Chair) (1957, U.S.)

Stephen H. Rusckowski joined the Supervisory Board in April 2023. He is the Chair of the Nomination & Governance Committee and serves on the Compensation & Human Resources Committee. He most recently served as

Chairman, President and Chief Executive Officer of Quest Diagnostics. He joined Quest Diagnostics as President and Chief Executive Officer in May 2012 and was named Chairman in 2016. He stepped down from his role as President and CEO in 2022, and as Chairman in early 2023. Prior to joining Quest Diagnostics, Mr. Rusckowski was CEO of Philips Healthcare, which he joined in 2001 when Philips acquired the Healthcare Solutions Group that he was leading at Hewlett-Packard/Agilent Technologies. Mr. Rusckowski also serves on the Board of Directors of Baxter International Inc. and Tenet Healthcare Corporation, and previously served as a member of the Board of Directors of Xerox Holdings Corporation and Covidien plc. He earned a bachelor's degree in Mechanical Engineering from Worcester Polytechnic Institute and a master's in Management from the Massachusetts Institute of Technology's Sloan School of Management.

Elizabeth E. Tallett

Committees: Audit, Compensation & Human Resources, Nomination & Governance (1949, U.S./British)

Elizabeth E. Tallett joined the Supervisory Board and its Audit Committee and Compensation & Human Resources Committee in 2011. In 2016, she joined the Nomination & Governance Committee. Ms. Tallett is Chair of the Board of Directors of Elevance Health, Inc., and a member of the Board of Directors of Moderna, Inc., both publicly listed companies based in the U.S. From 2002 to 2015, she was a Principal of Hunter Partners, LLC, a management company for pharmaceutical, biotechnology and medical device companies, and continues

to consult with early-stage healthcare companies. She previously served as President and Chief Executive Officer of Transcell Technologies Inc., President of Centocor Pharmaceuticals, a member of the Parke-Davis Executive Committee, and Director of Worldwide Strategic Planning for Warner-Lambert Company. A founding Board member of the Biotechnology Council of New Jersey, Ms. Tallett received bachelor's degrees in mathematics and economics from the University of Nottingham.

Summary of Skills, Qualifications and Background for the Supervisory Board:

The following tables outline the current Supervisory Board members and a selection of their skills and experience. This collective expertise provides the Supervisory Board with comprehensive capabilities to drive innovation, ensure governance and lead strategic growth in the Life Sciences and healthcare industries.

Lawrence A. Rosen	Dr. Metin Colpan	Dr. Toralf Haag	Prof. Dr. Ross L. Levine	Prof. Dr. Elaine Mardis
Financial leadership in healthcare • and corporate sectors: Former Chief Financial Officer at Deutsche Post AG and Fresenius Medical Care AG & Co. KGaA, with extensive experience in financial management and corporate strategy.	Leadership and entrepreneurial • experience: Co-founder and first CEO of QIAGEN, leading the company from 1985 to 2003.	Financial and executive leadership • in healthcare and industry: Extensive experience as Chief Financial Officer and CEO for global companies, including Voith GmbH, Lonza Group AG and Aurubis AG.	Expertise in hematology-oncology • and molecular cancer medicine: Board-certified physician-scientist specializing in blood and bone marrow cancers with leadership roles at Memorial Sloan Kettering Cancer Center and Weill Cornell Medicine.	Leadership in genomic medicine • and cancer research: Co-Executive Director at the Steve and Cindy Rasmussen Institute for Genomic Medicine and former President of the American Association for Cancer Research.
Governance and supervisory • experience: Chair of the Supervisory Board at QIAGEN since 2020 and active member of Audit Committee and Nomination & Governance Committee.	Expertise in Sample technologies: • Pioneer in nucleic acid separation and purification with extensive patents in the field.	Governance and audit expertise: • Chair of the Audit Committee at QIAGEN and a member of its Supervisory Board since 2021.	Leadership in scientific advisory • and research initiatives: Laurence Joseph Dineen Chair in Leukemia Research.	Scientific governance and advisory • roles: Member of QIAGEN's Science & Technology Committee, advisor to Scorpion Therapeutics and Board Director at Singular Genomics Systems, Inc.
Healthcare and multinational • oversight: Supervisory Board member at Lanxess AG and Deutsche Post AG, with a strong background in global corporate finance and treasury.	Scientific governance and • innovation oversight: Chair of the Science & Technology Committee since 2014 and member of the Nomination & Governance Committee since 2015.	Strategic oversight: Experienced in • managing public and private healthcare companies with expertise in business administration and corporate governance.	Start-up and biotechnology • ventures: Advises and supports start ups in cancer therapies and molecular diagnostics, providing scientific expertise and strategic guidance.	Academic and clinical excellence: • Professor of Pediatrics at The Ohio State University College of Medicine and an elected member of the U.S. National Academy of Medicine.

Bert van Meurs	Eva van Pelt	Dr. Eva Pisa	Stephen H. Rusckowski	Elizabeth E. Tallett
Expertise in medical technology • and innovation: Over 30 years of global business leadership roles at Royal Philips N.V., specializing in Image Guided Therapy and Precision Diagnosis.	Executive leadership in life sciences • and healthcare: Former Co-CEO of Eppendorf Group, managing a global company with over €1.2 billion in annual sales and 5,000+ employees.	Senior leadership in life sciences • and diagnostics: Former Senior Vice President at Roche Diagnostics and CEO of Sangtec Molecular Diagnostics, with extensive experience in the diagnostics industry.	Leadership in healthcare and • diagnostics: Former Chairman, President and CEO of Quest Diagnostics and previous CEO of Philips Healthcare, with extensive experience in the healthcare industry.	Healthcare & biotech leadership: • Chair of Elevance Health, Board member at Moderna, former CEO of Transcell Technologies and President of Centocor Pharmaceuticals.
Strategic senior leadership and • operational oversight: Member of the Executive Committee at Royal Philips, with extensive experience in research, development, clinical science and marketing across Europe and Asia.	Broad international management • expertise: Held senior roles at Siemens, Accenture, Hitachi Data Systems and Leica Microsystems, with a strong focus on strategic growth and operations.	Strategic advisory and business • development: Advisor to life science and diagnostic companies through her consultancy, piMed Consulting, providing expertise in innovation and commercialization.	Governance expertise: Serves on • the Boards of Baxter International Inc. and Tenet Healthcare Corporation, with prior experience on the Boards of Xerox Holdings Corporation and Covidien plc.	Pharma & biotech strategy: Former • Principal at Hunter Partners and held senior roles at Warner-Lambert and Parke-Davis, specializing in strategy, business development and growth.
International leadership and market • expansion: Led global business initiatives across Europe and Asia, driving growth and innovation in the medical technology sector.	Governance & advisory: • Supervisory Board member at Paul Hartmann AG and President of the German-Dutch Chamber of Commerce, specializing in cross border collaboration.	Global healthcare & biotech • leadership: Led business growth and strategy in Europe, North America and global markets.	Technical & management • expertise: B.S. in Mechanical Engineering (Worcester Polytechnic) and M.S. in Management (MIT Sloan).	Global leadership & governance: • Experienced in leading and advising healthcare and pharma companies across the U.S., Europe and international markets.

Board-Related Matters

Dutch law: Diversity requirements within the Managing Board and Supervisory Board

On January 1, 2022, a Dutch gender diversity bill became effective. The gender diversity bill imposes requirements on so-called "large" companies such as QIAGEN to formulate appropriate and ambitious gender balance targets for the Supervisory Board, Managing Board and senior management.

Accordingly, we have established gender balance targets that we consider appropriate and ambitious as follows:

Our objective is for at least 40% of the Supervisory Board members to be women and at least 40% men in the mid-term. As of December 31, 2024, the Supervisory Board was comprised of 40% women.
Our current Managing Board consists of two members, the CEO and the CFO, who are ultimately accountable for the actions and decisions of QIAGEN. If there is a change of a current Managing Board member, an expansion in the number or a change in the governance structure, we will seek to have at least 30% women as members and at least 30% men. We will consider internal candidates from QIAGEN's senior management who fulfill the desired profile for any open position or by defining selection criteria for new hires that include, among other factors, gender diversity.
In senior management, our goal is to have at least 40% women and 40% men in these roles in the mid-term. To achieve this goal, gender diversity is a goal that is part of our annual Team Goals, as well as a priority in our recruiting practices and talent development programs. As of December 31, 2024, 37% of senior management roles were held by women, having increased from 28% in 2018.

Although we are not subject to quota requirements for gender diversity within the Managing Board and Supervisory Board, we support the trend toward higher participation of women. At the same time, QIAGEN believes that gender is only one aspect of diversity and strives to ensure a diverse composition in

terms of factors such as age, nationality, public reputation, industry or academic experience, etc.

We are committed to increasing diversity while pursuing individuals for these Boards and senior management roles who offer a unique blend of scientific and commercial expertise combined with leadership capabilities that will contribute to the future success of QIAGEN. Management development programs support the career advancement of leaders regardless of gender and other factors. As a result, the number of women in key leadership roles, particularly in commercial and operational positions, has increased within QIAGEN in recent years. In line with this commitment, our Nomination & Governance Committee will continue to select future members for the Managing Board and Supervisory Board with due observance of its aim to ensure a diverse leadership team on the basis of gender, but also on the basis of other factors - all without compromising our commitment to hiring the best individuals for those positions. More information about diversity at QIAGEN can be found below under the section Dutch Corporate Governance Code - Comply or explain.

Culture

At QIAGEN, we foster a culture deeply embedded in quality, ingenuity, and accessibility, reflecting our core brand values. Our purpose—to help customers advance science and improve patient outcomes—drives our commitment to a strong, ethical, and inclusive corporate culture.

Culture's Contribution to Long-Term Value Creation

Our EMPOWER culture is designed to encourage employees to take ownership of their work while remaining accountable for decisions that align with the best interests of QIAGEN, our customers, and stakeholders. This empowerment fosters innovation, collaboration, and integrity—critical components of our longterm sustainable value creation.

Our approach to compensation reinforces our cultural aspirations by rewarding both what goals are achieved and how they are accomplished, ensuring alignment with our values and ethical standards.

Governance and Compliance: Ensuring Ethical Conduct

QIAGEN maintains a robust framework of checks and balances to uphold compliance with laws, ethical standards and healthy business practices:

(1) Corporate Code of Conduct and Ethics Establishes the highest standards of integrity, ensuring ethical decision-making across all levels of the organization.
(2) QIAintegrity Line A web-based, independent and confidential reporting tool that allows employees and third parties to report misconduct within QIAGEN or our supply chain, reinforcing transparency and accountability.
(3) Compliance Committee Comprising senior executives from various functions, this committee is responsible for overseeing compliance with our Corporate Code of Conduct and Ethics and ensuring continuous improvement in ethical governance.

QIAGEN regularly evaluates the effectiveness of these initiatives and remains committed to fostering a culture that supports sustainable, long-term value creation while maintaining the highest standards of compliance and integrity.

Conflicts of Interest, Loans or Similar Benefits

Resolutions to enter into transactions that may create a conflict of interest between a member of the Managing Board or Supervisory Board and QIAGEN – where such transactions could have material significance for either QIAGEN or the involved member – must be reported to the Supervisory Board for review and approval.

In 2024, neither QIAGEN nor any of its Supervisory Board members entered into any such transactions. No credit, loans or similar benefits were granted to members of the Managing Board or Supervisory Board. Additionally, the Managing Board and Supervisory Board members did not receive any benefits from third parties that were either promised or granted in view of their position with QIAGEN.

Shareholder Meetings and Share Capital

Shareholder Meetings

Our Shareholders exercise their voting rights through the Annual General Meeting and also through any Extraordinary General Meeting that may be called.

Resolutions at a General Meeting are adopted by an absolute majority of votes cast, unless a different majority of votes or quorum is required by Dutch law or the Articles of Association. Each Share confers the right to cast one vote.

Furthermore, the Managing Board, or where appropriate the Supervisory Board, shall provide all shareholders and other stakeholders with equal and simultaneous public information about any matters deemed to be materially relevant and could significantly influence QIAGEN's Share price.

QIAGEN is required to convene an Annual General Meeting in the Netherlands within six months following the end of each year. The agenda must contain certain matters as specified in our Articles of Association and under Dutch law, including, among other things, the adoption of the Annual Financial Statements.

Extraordinary General Meetings are held as often as deemed necessary by the Managing Board or Supervisory Board, or upon a request to the Managing Board or Supervisory Board by one or more shareholders and other persons entitled to attend meetings jointly representing (i) at least 40% of our issued share capital, with those persons jointly being authorized to convene such meeting themselves in case the Boards do not timely comply with the request, in accordance with the Articles of Association, or (ii) at least 10% of our issued share capital, with those persons jointly being authorized to convene such meeting themselves in case the Boards do not timely comply with the request, but only if and to the extent authorized thereto by a competent Dutch court in accordance with the laws of the Netherlands.

Shareholders are entitled to propose items for the agenda provided that they hold at least 3% of the issued share capital.

Proposals for agenda items must be submitted at least 60 days prior to the General Meeting date. The notice convening a General Meeting, accompanied by the agenda, shall be sent no later than 42 days prior to the meeting date. QIAGEN informs the General Meeting by means of explanatory notes to the agenda, providing all information relevant to the proposed resolutions.

Pursuant to the Dutch Code, all transactions between QIAGEN and legal or natural persons who hold at least 10% of the shares in the Company shall be agreed on terms that are customary to our industry. Decisions to enter into transactions in which there are considered to be conflicts of interest of material significance to the Company and/or to the people involved require the approval of the Supervisory Board. QIAGEN did not enter into any such transaction in 2024.

Furthermore, pursuant to the Dutch implementation of the Shareholders Rights Directive II (SRD II), certain material transactions with related parties (in the meaning of the standards adopted by the International Accounting Standards Board and approved by the European Commission) require the approval of the Supervisory Board or, if all Supervisory Board members are involved in such transactions, the General Meeting of Shareholders.

Major Shareholders

The following table sets forth certain information concerning the ownership of our Shares by holders with at least 5% ownership. None of these holders have any different voting rights than other shareholders.

	Shares beneficially owned
Name and country of residence	Number		Percent ownership(1)
BlackRock, Inc., United States and United Kingdom	22,845,802	(2)	10.28 %
Massachusetts Financial Services Company, United States and Canada	24,066,569	(3)	10.83 %
Wellington Management Group LLP, United States and United Kingdom	23,291,538	(4)	10.48 %

(1) The percentage ownership was calculated based on 222,290,848 Common Shares outstanding as of December 31, 2024.

(2) Of the 22,845,802 shares attributed to BlackRock, Inc., it has sole voting power over 21,036,992 and sole dispositive power over all 22,845,802 shares. This information is based solely on the Schedule 13G filed by BlackRock, Inc. with the Securities and Exchange Commission on November 7, 2024, which reported ownership as of October 31, 2024.
(3) The 24,066,569 shares attributed to Massachusetts Financial Services Company are reported as of December 31, 2023. Of the 24,066,569 shares attributed to Massachusetts Financial Services Company, it has sole voting power over 20,451,464 and sole dispositive power over all 24,066,569 shares. This information is based solely on the Schedule 13G filed by Massachusetts Financial Services Company with the Securities and Exchange Commission on February 9, 2024, which reported ownership as of December 31, 2023.
(4) Information is based on a report on Schedule 13G jointly filed with the Securities and Exchange Commission on February 6, 2025 by Wellington Management Group LLP, Wellington Group Holdings LLP, Wellington Investment Advisors Holdings LLP and Wellington Management Company LLP. These shares are owned of record by clients of certain investment advisers including Wellington Management Company LLP (together, the "Wellington Investment Advisers"), of which Wellington Management Group LLP is the parent holding company. Wellington Investment Advisors Holdings LLP controls directly, or indirectly through Wellington Management Global Holdings, Ltd, the Wellington Investment Advisers. Wellington Investment Advisors Holding LLP is owned by Wellington Group Holdings LLP. Wellington Group Holdings LLP is owned by Wellington Management Group LLP. According to this Schedule 13G, of these 23,291,538 shares, each of Wellington Management Group LLP, Wellington Group Holdings LLP and Wellington Investment Advisors Holdings LLP have shared voting power over 18,485,559 and shared dispositive power over all 23,291,538 shares as of January 31, 2025. Wellington Management Company LLP has shared voting power over 13,367,076 shares and shared dispositive power over 14,178,191 shares as of January 31, 2025.

Control of Registrant

To our knowledge, QIAGEN is not directly or indirectly owned or controlled by another corporation, by any foreign government, or by any other natural or legal person.

As of January 31, 2025, the officers and directors of QIAGEN as a group beneficially owned approximately 1.0 million Shares, or 0.4% of outstanding Shares.

Holders of any securities with special control rights Not applicable.

System of control of any employee share scheme where the control rights are not exercised directly by the employees Not applicable.

Restrictions on voting rights

At the General Meeting, each Share shall confer the right to cast one vote, unless otherwise provided by law or our Articles of Association. No votes may be cast in respect of Shares that we or our subsidiaries hold, or by usufructuaries and pledgees.

All shareholders and other persons entitled to vote at General Meetings are entitled to attend General Meetings, to address the meeting and to vote.

They must notify the Managing Board in writing of their intention to be present or represented no later than on the third day prior to the day of the General Meeting, unless the Managing Board permits notification within a shorter period of time prior to the Meeting. Subject to certain exceptions, resolutions may be passed by a simple majority of the votes cast.

Agreements between shareholders known to the Company and may result in restrictions on the transfer of securities and/or voting rights

Not applicable.

Rules governing the appointment and replacement of Board members and amendments of the Articles of Association

Supervisory Board and Managing Board members are appointed annually for the period beginning on the day following the Annual General Meeting up to, and including, the day of the Annual General Meeting held the following year.

Managing Board members shall be appointed by the General Meeting upon the Joint Meeting having made a binding nomination. However, the General Meeting may overrule the binding nature of a nomination by a resolution adopted by at least a two-thirds majority of the votes cast, if such majority represents more than half the issued share capital. This is different from the provisions of many U.S. corporate statutes, including the Delaware General Corporation Law, which give the directors of a corporation greater authority in choosing the executive officers.

Under our Articles of Association, the General Meeting may suspend or dismiss a Managing Board member at any time. The Supervisory Board shall also be entitled at all times to suspend (but not to dismiss) a Managing Director. The Articles of Association also provide that the Supervisory Board may adopt management rules governing the internal organization of the Managing Board.

The Supervisory Board members shall be appointed by the General Meeting upon the Joint Meeting having made binding nominations. If a vacancy occurs in the Supervisory Board during the year, the Supervisory Board may appoint a new member who will cease to hold office at the next Annual General Meeting, where this member may stand for appointment to a one-year term along with other Supervisory Board and Managing Board members. This right is limited to a number up to one-third of its current members.

Under Dutch law, in the event that there is a conflict of interest between a Supervisory Board member and QIAGEN involving our business, the involved Supervisory Board member shall not participate in the discussions and voting on that matter. Additionally, Dutch law stipulates that a Supervisory or Managing Board member should report any conflict of interest or potential conflict of interest in a transaction that is of material significance to the Company and/or to the member to the Chair of the Supervisory Board without delay. The Supervisory Board should decide, outside the presence of the involved Supervisory Board member, whether there is a conflict of interest. If all Supervisory Board members have a conflict of interest, the relevant resolution shall be voted on by the General Meeting. Decisions to enter into transactions under which a Supervisory Board member has a conflict of interest require the approval of the Supervisory Board.

The Nomination & Governance Committee is primarily responsible for the preparation of selection criteria and appointment procedures for members of the Supervisory Board and Managing Board as well as the periodic evaluation of the scope and composition of the two Boards, including the profile of the Supervisory Board. It also proposes the (re-)appointments of the members for both Boards and supervises the policy of our Managing Board in relation to selection and appointment criteria for senior management.

A resolution of the General Meeting to amend our Articles of Association, dissolve QIAGEN, issue shares or grant rights to subscribe for shares or limit or exclude any pre-emptive rights to which shareholders shall be entitled is valid only if proposed to the General Meeting by the Supervisory Board.

A resolution of the General Meeting to amend our Articles of Association is further only valid if the complete proposal has been made available for inspection by the shareholders and the other persons entitled to attend General

Meetings at our offices as from the day of notice convening such meeting until the end of the meeting. A resolution to amend our Articles of Association to change the rights attached to the shares of a specific class requires the approval of the relevant class meeting.

Powers of Board members, including to issue or buy back shares

The Managing Board manages QIAGEN and is responsible for defining and achieving QIAGEN's aims, strategy, policies and results. It is also responsible for complying with all relevant legislation and regulations, as well as for managing the risks associated with our business activities and financing requirements.

The Managing Board provides the Supervisory Board with timely information necessary for the exercise of the duties of the Supervisory Board, and takes into account the interests of QIAGEN, its enterprises and all parties involved in QIAGEN, including shareholders and other stakeholders.

Supervisory Board members have the powers assigned to them by Dutch law, the Articles of Association and in certain cases powers assigned by the General Meeting.

The Supervisory Board assists the Managing Board by providing advice relating to the business activities and strategy. In discharging its duties, the Supervisory Board also takes into account the interests of QIAGEN, its enterprise and all parties involved in QIAGEN, including shareholders and other stakeholders.

On June 21, 2024, the General Meeting authorized the Supervisory Board until December 21, 2025 (i) to issue a number of ordinary shares and financing preference shares and grant rights to subscribe for such shares, the aggregate par value of which shall be equal to the aggregate par value of fifty percent (50%) of the shares issued and outstanding in the capital of the Company as at December 31, 2023, as included in the Annual Accounts for Calendar Year 2023 and (ii) to restrict or exclude the pre-emptive rights with respect to issuing ordinary shares or granting subscription rights, the aggregate par value of such shares or subscription rights shall be up to a maximum of ten percent (10%) of

the aggregate par value of all shares issued and outstanding in the capital of the Company as at December 31, 2023.

We may acquire our own shares, subject to certain provisions of Dutch law and our Articles of Association, if (i) shareholders' equity less the payment required to make the acquisition does not fall below the sum of paid-up and called-up capital and any reserves required by Dutch law or the Articles of Association, and (ii) we and our subsidiaries would not thereafter hold shares with an aggregate nominal value exceeding half of our issued share capital. Shares that we hold in our own capital or shares held by one of our subsidiaries may not be voted. The Managing Board, subject to the approval of the Supervisory Board, may effect the acquisition of shares in our own capital. Our acquisitions of shares in our own capital may only take place if the General Meeting has granted to the Managing Board the authority to effect such acquisitions. Such authority may apply for a maximum period of eighteen months and must specify the number of shares that may be acquired, the manner in which shares may be acquired and the price limits within which shares may be acquired. Dutch corporate law allows for the authorization of the Managing Board to purchase a number of shares equal to up to 50% of the Company's issued share capital on the date of the acquisition. On June 21, 2024, the General Meeting resolved to extend the authorization of the Managing Board in such manner that the Managing Board may cause us to acquire shares in our own share capital, for an 18-month period beginning June 21, 2024, until December 21, 2025, without limitation at a price between one euro cent (EUR 0.01) and one hundred ten percent (110%) of the higher of the average closing price of our shares on the New York Stock Exchange or, as applicable, the Frankfurt Stock Exchange, for the five trading days prior to the day of purchase, or, with respect to Preference and Financing Preference shares, against a price between one euro cent (EUR 0.01) and three times the issuance price and in accordance with applicable provisions of Dutch law and our Articles of Association.

Significant agreements to which the Company is a party and which take effect after or terminate upon a change of control of the Company following a takeover bid

Certain other provisions of our Articles of Association allow us, under certain circumstances, to prevent a third party from obtaining a majority of the voting control of our Common Shares through the issuance of Preference Shares. Pursuant to our Articles of Association and the resolution adopted by our General Meeting, our Supervisory Board is entitled to issue Preference Shares in case of an intended takeover of our company by (i) any person who alone or with one or more other persons, directly or indirectly, have acquired or given notice of an intent to acquire (beneficial) ownership of an equity stake which in aggregate equals 20% or more of our share capital then outstanding or (ii) an "adverse person" as determined by the Supervisory Board. If the Supervisory Board opposes an intended takeover and authorizes the issuance of Preference Shares, the bidder may withdraw its bid or enter into negotiations with the Managing Board and/or Supervisory Board and agree on a higher bid price for our Shares.

In 2004 (as amended in 2012), we granted an option to the Stichting Preferente Aandelen QIAGEN (the "Foundation" (Stichting)), whereby the exercise of the option by the Foundation is subject to the conditions described in the paragraph above and which option allows the Foundation to acquire preference shares. The option enables the Foundation to acquire such number of preference shares as equals the number of our outstanding common shares at the time of the relevant exercise of the right less one share. When exercising the option and exercising its voting rights on such shares, the Foundation must act in our interest and the interests of our stakeholders. The purpose of the Foundation option is to prevent or delay a change of control that would not be in the best interests of us and our stakeholders. An important restriction on the Foundation's ability to prevent or delay a change of control is that issuing (preference or other) protective shares enabling the Foundation to exercise 30% or more of the voting rights without the obligation to make a mandatory offer for all shares held by the remaining shareholders, is only allowed after a public offer has been announced by a third party. In addition, the holding of such a block of shares by the Foundation is restricted to two years and, as a

consequence, the size of the protective stake will need to be decreased below the 30% voting rights threshold before the two-year period lapses.

Pursuant to our stock plans, the vesting and exercisability of certain stock rights will be accelerated in the event of a change of control, as defined in the agreements under the 2014 and 2023 Stock Plans. Further, certain of our employment contracts contain provisions which guarantee the payments of certain amounts in the event of a change in control, or if the executive is terminated for reasons other than cause, as defined in the agreements.

Agreements between the Company and its Board members or employees providing for compensation in case of resignation or termination without valid reason or if employment ceases due to a change of control

The Managing Board members are appointed annually to one-year terms by the General Meeting upon a binding nomination by the Joint Meeting. Further, the Managing Board members have entered into employment agreements with QIAGEN N.V. and other QIAGEN affiliates. The terms of these agreements vary for each Managing Board member due to individual arrangements, and these go beyond the one-year term of appointment as Managing Directors. These agreements cannot be terminated without cause and, absent such cause, have to be fulfilled under the terms. These agreements contain provisions that guarantee certain payments in the event of a change in control, as defined in the agreements. There are no arrangements for any extra compensation in case of resignation or termination.

The Supervisory Board members are also appointed annually by the General Meeting upon a binding nomination by the Joint Meeting.

There are no additional employments in place and there are no arrangements for any extra compensation in case of resignation or termination.

The General Meeting determines the remuneration of the members of the Supervisory Board.

Reporting in accordance with Directive 2004/25/EC of the European Parliament and of the Council of April 21, 2004, on takeover bids

Not applicable.

Structure of our capital, including securities which are not admitted to trading on a regulated market in a Member State of the European Union

The authorized classes of our shares consist of common shares, Financing Preference Shares and Preference Shares. No Financing Preference Shares or Preference Shares have been issued.

As of December 31, 2024, a total of approximately 222.3 million Common Shares were outstanding along with approximately 3.6 million additional shares reserved for issuance upon the vesting of outstanding stock awards. Additionally, convertible debts issued in 2020 and 2024, discussed further in Note 16 "Debt," cover an aggregate of 14.0 million underlying shares of common stock or up to a maximum of 18.7 million shares, subject to customary adjustments under certain circumstances.

Shares - restrictions on the transfer of securities

Our Shares are issued in registered form only. No Share certificates are issued for our Shares, which are registered in our Shareholders' Register with Equiniti Trust Company, LLC, our transfer agent and registrar in New York.

The transfer of registered Shares requires a written instrument of transfer and the written acknowledgment of such transfer by QIAGEN or the New York Transfer Agent (in our name).

Anti-Takeover Measures

In 2004, the Supervisory Board granted an option to the Dutch Foundation Stichting Preferente Aandelen QIAGEN that allows the Foundation to acquire preference shares from QIAGEN if (i) a person has (directly or indirectly) acquired or has expressed a desire to acquire more than 20% of our issued share capital, or (ii) a person holding at least a 10% interest in the share capital has been designated as a hostile person by our Supervisory Board. The option enables the Foundation to acquire preference shares equal to the number of our outstanding common shares at the time of the relevant exercise of the right, less one share. When exercising the option and exercising its voting rights on these shares, the Foundation must act in the interest of QIAGEN and the interests of our stakeholders. No preference shares are currently outstanding.

Additional Information

Cyber Security

Cyber security risks are managed at multiple levels throughout the Company and are considered in the context of our overall Enterprise Risk Management as discussed under Risks and Risk Management. Cyber security risks facing our business that are reasonably likely to materially affect us, including our business strategy, results of operations or financial condition, are described in Risks and Risk Management under "We rely on secure communication and information systems and are subject to evolving privacy and data security laws. Any disruption, breach or failure could adversely affect our business, financial condition and reputation." In the last three years through the date of this annual report, there have been no breaches of cyber security or other related risk threats that have, or are reasonably likely to have, a material impact to our business. We have not incurred any material expenses and have not incurred any penalties or settlements.

Cyber Security Risk Management and Strategy

Embedded in our risk management strategy, we maintain a cyber security program to identify and assess material risks to ensure the confidentiality, integrity and availability of our information assets and to ensure our IT systems operate effectively. Reporting to our Chief Financial Officer, our Chief Information Security Officer (CISO) is responsible for our enterprise and cyber risk management program. A subject-matter expert with more than a decade of experience leading information security programs, our CISO is supported by a global team of security professionals. These security professionals focus on information security and evaluate our global processes and relevant cyber

security threats. The severity and materiality of incidences are address through an incident reporting process and, if necessary, are escalated internally to senior management, who assess the need for public disclosure.

Our cyber security program includes appropriate testing and training, and we engage third parties in connection with such processes to ensure the effectiveness of our cyber security controls. Additionally, relevant third-party service providers are subject to cyber security review.

Cyber Security Governance

The Managing Board is ultimately responsible for cyber security management, which is overseen by our Audit Committee, a committee of our Supervisory Board. The CISO reports cyber security risks and incidents to the Audit Committee. This reporting includes an update on cyber risk management, internal security awareness testing results, cyber incident response and planned improvements. In the event of a material incidence, the Audit Committee would be informed in a timely manner and kept updated regarding the mitigation and remediation of such an incidence. They would also be involved in the assessment of any public disclosure.

Stock Plans

The stock plan is administered by the Compensation & Human Resources Committee of the Supervisory Board, which selects participants from among eligible employees, consultants and directors, and determines the number of shares subject to the stock-based award, the length of time the award will remain outstanding, the manner and time of the award's vesting, the price per share subject to the award, and other terms and conditions of the award consistent with the Plan. The Compensation & Human Resources Committee's decisions are subject to the approval of the Supervisory Board.

The Compensation & Human Resources Committee has the power, subject to Supervisory Board approval, to interpret the plans and to adopt such rules and regulations (including the adoption of "sub plans" applicable to participants in specified jurisdictions) as it may deem necessary or appropriate. The Compensation & Human Resources Committee or the Supervisory Board may, at any time, amend the plans in any respect, subject to Supervisory Board

approval. Exceptions apply, including (i) no amendment that would adversely affect the rights of any participant under any option previously granted may be made without such participant's consent, and (ii) no amendment shall be effective prior to shareholder approval to the extent such approval is required to ensure favorable tax treatment for incentive stock options or to ensure compliance with Rule 16b-3 under the United States Securities Exchange Act of 1934, as amended (the Exchange Act) at such times as any participants are subject to Section 16 of the Exchange Act.

On June 22, 2023, our shareholders approved the QIAGEN N.V. 2023 Stock Plan, which replaced the 2014 Stock Plan in May 2024. Further detailed information regarding stock options and awards granted under the plan can be found in Note 22 "Share-Based Compensation" included in the Consolidated Financial Statements.

Corporate Code of Conduct and Ethics and Whistleblower Policy

We have a Corporate Code of Conduct and Ethics that outlines business principles for our employees and rules of conduct. Our Corporate Code of Conduct and Ethics is updated annually and meets the requirements of the SEC and the NYSE Listed Company Manual. The Corporate Code of Conduct and Ethics applies to all employees including the chief executive officer, chief financial officer, the principal accounting officer or controller and other persons performing similar functions. The full text of our Corporate Code of Conduct and Ethics can be found on our website, www.qiagen.com, on the Compliance page under About QIAGEN.

Furthermore, we have a formal Whistleblower Policy concerning the reporting of alleged irregularities within QIAGEN of a general, operational or financial nature. We have a web-based, independent and confidential reporting tool, our QIAintegrity Line, that allows employees and third parties to report misconduct within QIAGEN or our supply chain, reinforcing transparency and accountability. The QIAintegrity Line can be found on our website, www.qiagen.com, on the Compliance page under About QIAGEN.

Insider Trading Policy

Dealings in our Shares based on material non-public information about QIAGEN is strictly prohibited under U.S. and German securities laws.

These laws are complex and penalties can be severe. In order to protect QIAGEN and its employees from such sanctions, we have adopted an Insider Trading Policy that outlines basic rules, including procedures governing any dealings in our Shares, that applies to potential Insiders (individuals with knowledge of non-public material information) and holders of QIAGEN Shares (including stock options and Restricted Stock Units). The Insider Trading Policy applies to the Supervisory Board, Managing Board and all employees of QIAGEN N.V. and its subsidiaries.

Clawback Policy

To create and maintain a culture that emphasizes integrity and accountability and that reinforces our pay-for-performance compensation philosophy, the Managing Board and Supervisory Board adopted a policy which provides for the recoupment of certain executive compensation in the event of an accounting restatement resulting from material non-compliance with financial reporting requirements under the federal securities laws (Clawback Policy). The Clawback Policy applies to our current and former executive officers, as determined by the Supervisory Board, in accordance with the requirements of Section 10D of the Exchange Act and any applicable rules or standards adopted by the SEC and any national securities exchange on which our securities are listed, and any such other employees who may, from time to time, be deemed subject to the Clawback Policy by the Supervisory Board.

Independent Auditors

In accordance with the requirements of Dutch law, our independent auditor for our statutory consolidated financial statements, prepared in accordance with International Financial Reporting Standards as adopted by the European Union and filed with the Netherlands Authority for the Financial Markets (AFM), is appointed, and may be removed, by the General Meeting. The Supervisory Board nominates a candidate for the appointment as external auditor, for which the Audit Committee advises the Supervisory Board. At the Annual General

Meeting in 2024, KPMG Accountants N.V. was appointed as external auditor for the Company for the 2024 year. The external auditor is invited to attend the meeting of the Supervisory Board at which the statutory financial statements prepared in accordance with International Financial Reporting Standards and filed with the AFM shall be approved. Furthermore, the external auditor is invited to attend the General Meeting at which the statutory financial statements are adopted and may be questioned by the General Meeting on its statement on the fairness of our annual accounts prepared in accordance with International Financial Reporting Standards.

Following the appointment of KPMG Accountants N.V. for the audit of our statutory consolidated financial statements, the external auditor for our consolidated financial statements prepared under U.S. generally accepted accounting principles is KPMG AG Wirtschaftsprüfungsgesellschaft, which audited the U.S. GAAP consolidated financial statements as of and for the year ended December 31, 2024.

The remuneration of the external auditor, and instructions to the external auditor to provide non-audit services, shall be approved by the Supervisory Board on the recommendation of the Audit Committee and after consultation with the Managing Board. At least once every four years, the Supervisory Board and the Audit Committee shall conduct a thorough assessment of the functioning of the external auditor. The main conclusions of this assessment shall be communicated to the General Meeting for the purposes of assessing the nomination for the appointment of the external auditor.

KPMG Accountants N.V. have been our auditor since 2015. According to Dutch regulations, an audit firm can be elected only for a period of 10 subsequent years. Therefore, the formal appointment of Ernst & Young Accountants LLP as external auditor for the reporting year 2025 was approved by the shareholders at QIAGEN's 2024 Annual General Meeting (AGM).

Dutch Corporate Governance Code – Comply or Explain

The corporate governance structure and compliance with the Dutch Code is the joint responsibility of the Managing Board and the Supervisory Board. They are accountable for this responsibility to the General Meeting. We continue to seek

ways to improve our corporate governance by measuring ourselves against international best practice. The Dutch Code was last amended on December 20, 2022 and can be found at www.mccg.nl.

Non-application of a specific best practice provision is not in itself considered objectionable by the Dutch Code and may well be justified because of particular circumstances relevant to a company. In accordance with Dutch law, we disclose in our Annual Report the application of the Dutch Code's principles and best practice provisions.

To the extent that we do not apply certain principles and best practice provisions, or do not intend to apply these in the current or the subsequent year, we state the reasons.

We take a positive view of the Dutch Code and apply nearly all of the best practice provisions. However, we prefer not to apply some provisions due to the international character of our business as well as the fact - acknowledged by the Commission that drafted the Dutch Code - that existing contractual agreements between QIAGEN and individual members of the Managing Board cannot be set aside at will.

The following provides an overview of exceptions that we have identified:

Best practice provision 2.2.2 recommends that a Supervisory Board member is appointed for a period of four years and may then be reappointed once for another four-year period. The Supervisory Board member may then subsequently be reappointed again for a period of two years, which appointment may be extended by at most two years. In the event of a reappointment after an eight-year period, reasons should be given in the report of the supervisory board. In any appointment or reappointment, the profile referred to in best practice provision 2.1.1 should be observed.

Explanation of Supervisory Board Appointment Terms

QIAGEN has adopted the approach to appoint its Supervisory Board members on an annual basis. Each member is elected for a one-year term, beginning the day after the General Meeting and concluding at the following year's General Meeting.

This approach allows for greater flexibility, regular accountability and ongoing shareholder oversight, ensuring that the Board continues to serve the best interests of the Company and its stakeholders.

Long-Term Supervisory Board Members and Their Contributions

Dr. Metin Colpan has been a member of the Supervisory Board since 2004. His extensive scientific and commercial expertise, particularly as a cofounder of QIAGEN, brings invaluable strategic insight to the Board. His experience as a board member of various healthcare industry companies further enriches discussions with a broad, industry-specific perspective.
Ms. Elizabeth Tallett, a member since 2011, brings executive and boardlevel experience from numerous international companies, particularly in pharmaceuticals, biotechnology, healthcare and insurance. Her expertise spans international operations, mergers and acquisitions, strategic planning, marketing, product development, talent management and executive compensation.
Mr. Lawrence A. Rosen, who joined in 2013, is a seasoned executive with extensive leadership experience at multinational companies, including Deutsche Post AG, Fresenius Medical Care AG & Co. KGaA and Aventis SA. His deep knowledge of finance, strategy, mergers and acquisitions, investor relations, corporate governance and capital markets engagement makes him a key asset to the Board, particularly given his international career spanning both Europe and the United States.
Prof. Dr. Elaine Mardis, a Supervisory Board member since 2014, brings a strong scientific perspective to QIAGEN. Her internationally recognized contributions to biological research significantly enhance the Board's understanding of scientific and technological advancements relevant to the Company's mission.

QIAGEN highly values the commitment and expertise of Dr. Colpan, Ms. Tallett, Mr. Rosen and Prof. Dr. Mardis. Their diverse backgrounds and deep industry knowledge strengthen the Supervisory Board, ensuring effective oversight and strategic guidance. Despite the deviation from the standard Dutch corporate governance tenure framework, QIAGEN believes that its

annual appointment structure enhances transparency, adaptability and shareholder engagement, ultimately benefiting the Company's long-term success.

Best practice provision 2.2.4 recommends that the Supervisory Board should draw up a retirement schedule in order to avoid, as much as possible, Supervisory Board members retiring simultaneously. The retirement schedule should be posted on the company's website.

The Supervisory Board takes a proactive approach to succession planning by discussing individual members' retirement plans well in advance. Rather than adhering to a fixed retirement schedule, as recommended by Dutch corporate governance best practice provision 2.2.4, QIAGEN believes that this flexible approach allows for more effective continuity management and succession planning.

By assessing board composition on an ongoing basis, QIAGEN ensures that transitions are strategic and well-managed, aligning with the Company's evolving needs while maintaining strong governance and leadership stability.

Best practice provision 3.1.2 (vi) recommends that when formulating the remuneration policy, it should be be taken into consideration that shares awarded to members of the Management Board should be held for at least five years after they are awarded;

Under the Company's Remuneration Policy, long-term equity-based compensation for members of the Managing Board primarily consists of performance stock units (PSUs). These long-term incentive awards are tied to the achievement of pre-defined performance goals, ensuring alignment with the Company's strategic objectives.

Unlike the Dutch corporate governance best practice provision 3.1.2 (vi), which recommends that shares be held for at least five years, QIAGEN's approach has evolved over time:

Prior to February 2018, grants of performance stock units (PSUs) and restricted stock units (RSUs) vested as follows: 40% after three years; 50% after five years; remaining 10% after ten years
After February 2018, grants of PSUs and RSUs were structured to vest: 40% after three years; 60% after five years
Starting in February 2021, grants of performance stock units vest entirely after three years.

This approach reflects QIAGEN's shift toward a three-year vesting schedule, which differs from the Dutch recommendation but remains aligned with the Company's long-term incentive strategy. By focusing on performance-based equity awards, QIAGEN ensures that Managing Board members are incentivized to drive sustained Company performance while maintaining effective governance and shareholder alignment.

Best practice provision 3.2.3 recommends that the maximum remuneration in the event of dismissal of a Management Board member should not exceed one year's salary (the "fixed" remuneration component).

Our Managing Board members have entered into agreements with QIAGEN N.V. and certain QIAGEN affiliates where they hold managing positions. Under these agreements, if an employment contract is terminated without serious cause, as defined by the applicable law, the respective affiliate remains obligated to compensate the Managing Board member for the remaining duration of the contract.

This approach ensures contractual consistency and legal compliance across QIAGEN's international operations. While it deviates from the Dutch recommendation, it reflects standard employment practices in certain jurisdictions where QIAGEN operates and provides stability in leadership transitions.

5. Best practice provision 3.3.2 recommends that a Supervisory Board member may not be awarded remuneration in the form of shares and/or rights to shares.

Since its establishment, QIAGEN granted stock options to Supervisory Board members as part of their remuneration until 2013, when this practice was discontinued. However, since 2007, QIAGEN has granted restricted stock units (RSUs) to Supervisory Board members.

We believe that maintaining a reasonable level of share-based compensation fosters a positive alignment with shareholder interests while ensuring that Supervisory Board members remain engaged and committed to QIAGEN's long-term success. Additionally, granting share-based compensation to Supervisory Board members is a common industry practice, helping QIAGEN to attract and retain highly qualified board members who bring valuable expertise to the Company.

NYSE Exemptions

Exemptions from the NYSE corporate governance standards are available to foreign private issuers, such as QIAGEN, when those standards are contrary to a law, rule or regulation of any public authority exercising jurisdiction over such issuer or contrary to generally accepted business practices in the issuer's country of domicile. In connection with QIAGEN's listing on the NYSE, the NYSE accepted QIAGEN's exemptions from certain corporate governance standards that are contrary to the laws, rules, regulations or generally accepted business practices of the Netherlands. These exemptions and the practices followed by QIAGEN are described below:

QIAGEN is exempt from NYSE's quorum requirements applicable to meetings of ordinary shareholders. In keeping with the law of the Netherlands and generally accepted business practices in the Netherlands, QIAGEN's Articles of Association provide that there are no quorum requirements generally applicable to meetings of the General Meeting.
QIAGEN is exempt from NYSE's requirements that shareholder approval be obtained prior to the establishment of, or material amendments to, stock option or purchase plans and other share-based compensation arrangements

pursuant to which options or stock may be acquired by directors, officers, employees or consultants. QIAGEN is also exempt from NYSE's requirements that shareholder approval be obtained prior to certain issuances of stock resulting in a change of control, occurring in connection with acquisitions of stock or assets of another company or issued at a price less than the greater of book or market value other than in a public offering. QIAGEN's Articles of Association do not require approval of the General Meeting prior to the establishment of a stock plan. The Articles of Association also permit the General Meeting to grant the Supervisory Board general authority to issue shares without further approval of the General Meeting.

Compensation of Managing Board Members and Supervisory Directors

Managing Board Remuneration Policy

The Remuneration Policy for the Managing Board was approved by shareholders at the Annual General Meeting (AGM) in June 2021, and came into force the day after the AGM. This policy complies with the Dutch law provisions implementing the Shareholders Rights Directive II (EU Directive 2017/828). Under Dutch law, the Supervisory Board is required to submit a proposal to adopt a Remuneration Policy for the Managing Board no later than at the AGM to be held in 2025.

Remuneration of Managing Board members consists of a combination of base salary, short-term variable cash incentive (STI) tied to the achievement of annual Corporate Goals and Team Goals, and a long-term incentive (LTI) granted in share units that only vest after multiple years upon the achievement of predefined targets. In addition, Managing Board members can receive deferred compensation contributions and other benefits in line with market practices.

The Remuneration Policy complies with the best practices in Corporate Governance in the U.S. and Germany, where our shares are listed on the New York Stock Exchange (NYSE) and the Frankfurt Stock Exchange, respectively. The inclusion of perspectives from the U.S. is particularly important given that this country is the domicile of many of our competitors, and for many members of our leadership and senior executive team, and also a country that represents more than 45% of our annual sales.

The remuneration package for Managing Board members is designed to have a significant portion of total compensation in variable awards. The value of these awards can differ substantially from year to year depending on actual performance. Within the variable component, the incentives for short-term performance targets have a lower weight than those for long-term incentives, which are aimed at delivering sustainable value creation for our stakeholders, including shareholders.

A copy of the Remuneration Policy for the Managing Board can be found on our website with the governance documents under Investor Relations.

Managing Board Compensation for 2024

For the year ended December 31, 2024, the Managing Board members received the following compensation:

				Annual compensation		Long-term compensation
Managing board member	Fixed salary	Variable cash bonus	Other(1)	Total	Benefit plans	Performance stock units granted
Thierry Bernard	\$978,500	1,127,477	31,890	\$2,137,867	\$199,700	128,535
Roland Sackers	\$588,370	462,240	44,370	\$1,094,980	\$117,340	74,439

(1) Amounts include, among others, car lease and reimbursed personal expenses such as tax consulting. We also occasionally reimburse our Managing Board members' personal expenses related to attending out-of-town meetings but not directly related to their attendance. Amounts do not include the reimbursement of certain expenses relating to travel incurred at the request of QIAGEN, other reimbursements or payments that in total did not exceed \$10,000, or tax amounts paid by the Company to taxing authorities in order to avoid double-taxation under multi-tax jurisdiction employment agreements.

Supervisory Board Remuneration Policy

At the Annual General Meeting of Shareholders in 2024, an update to the Remuneration Policy for the Supervisory Board was adopted to harmonize the annual compensation granted to members of certain Board committees. This policy complies with the Dutch law provisions implementing the Shareholders Rights Directive II (EU Directive 2017/828). Under Dutch law, the Supervisory Board will be required to submit a proposal to adopt a Remuneration Policy for the Supervisory Board no later than at the Annual General Meeting to be held in 2028.

The objective of the Remuneration Policy for the Supervisory Board is to attract, retain, and motivate highly qualified Board members, taking into account QIAGEN's mission and vision, as well as strategic initiatives and opportunities to create value for stakeholders, including shareholders. It focuses on achieving a total remuneration level, both short-term and long term, that is comparable with levels provided by other European and U.S.-based companies.

This Policy supports the long-term development and strategy of QIAGEN in a highly dynamic environment, while aiming to address the requests of various stakeholders and maintaining an acceptable risk profile. It builds on remuneration principles and practices that have proven to be both fitting and effective for us, especially as a Dutch incorporated company with global

operations, as well as stock market listings in the U.S. and Germany. The Supervisory Board ensures that the Policy and its implementation are linked to our objectives.

Supervisory Board Remuneration for 2024

The Supervisory Board compensation for 2024 consists of fixed remuneration and additional amounts for Committee members. Annual remuneration of the Supervisory Board members is as follows:

Fee payable to the Chair of the Supervisory Board	\$150,000
Fee payable to each member of the Supervisory Board	\$57,500
Additional compensation payable to members holding the following positions:
Chair of the Audit Committee	\$25,000
Member of the Audit Committee	\$15,000
Chair of the (i) Compensation & Human Resources Committee, (ii) the Nomination & Governance Committee, or (iii) the Science & Technology Committee	\$18,000
Member of the (i) Compensation & Human Resources Committee, (ii) the Nomination & Governance Committee, or (iii) the Science & Technology Committee	\$11,000
Chair of other committees	\$12,000
Member of other committees	\$6,000

Supervisory Board members are reimbursed for tax consulting costs incurred in connection with the preparation of their tax returns up to an amount of €5,000 per person per year.

Supervisory Board members also receive a variable component, in the form of share-based compensation. We did not pay any agency or advisory service fees to members of the Supervisory Board in 2024.

The Supervisory Board meetings and the Supervisory Board committee meetings are held over a number of days, ensuring there is time for review and discussion. At each meeting, the Supervisory Board members discuss among themselves the goals and outcome of the meeting, as well as topics such as the functioning and composition of the Supervisory Board and the Managing Board. The Supervisory Board Report contains an overview of the committee membership and meetings attended in 2024.

For the year ended December 31, 2024, members of the Supervisory Board received the following compensation:

Supervisory board member	Fixed compensation	Committee chair	Committee membership	Total(1)	Restricted stock units
Lawrence A. Rosen	\$150,000	4,500	23,250	\$177,750	7,056
Dr. Metin Colpan	\$57,500	18,000	11,000	\$86,500	7,056
Dr. Toralf Haag	\$57,500	25,000	—	\$82,500	7,056
Dr. Ross L. Levine	\$57,500	—	11,000	\$68,500	7,056
Dr. Elaine Mardis	\$57,500	—	22,000	\$79,500	7,056
Bert van Meurs(2)	\$43,130	—	8,250	\$51,380	—
Eva van Pelt(2)	\$47,920	—	12,500	\$60,420	—
Dr. Eva Pisa	\$57,500	13,500	2,750	\$73,750	7,056
Stephen H. Rusckowski	\$57,500	13,500	11,000	\$82,000	7,056
Elizabeth E. Tallett	\$57,500	4,500	34,250	\$96,250	7,056

(1) Supervisory Board members are reimbursed for travel costs and for any value added tax to be paid on their remuneration. These reimbursements are excluded from the amounts presented herein.

(2) Bert van Meurs and Eva van Pelt joined the Supervisory Board in 2024 and were not eligible for the equity grant for 2024.

Share Ownership

The following table sets forth certain information as of January 31, 2025, concerning the ownership of Common Shares by members of the Managing Board and Supervisory Board. In preparing the following table, we have relied on information furnished by such persons.

	Shares beneficially owned(1)	Stock awards that could become releasable on or prior to April 1, 2025
Thierry Bernard	312,125*	209,850
Roland Sackers	383,089*	162,120
Dr. Metin Colpan(2)	171,792*	8,448
Dr. Toralf Haag	2,551*	2,792
Dr. Ross L. Levine	16,273*	8,448
Dr. Elaine Mardis	3,973*	8,448
Bert van Meurs	0	—
Eva van Pelt	0	—
Dr. Eva Pisa	0	—
Lawrence A. Rosen	14,495*	8,448
Stephen H. Rusckowski	24*	—
Elizabeth Tallett	47,224*	8,448

(1) *Indicates that the person beneficially owns less than 0.5% of the Common Shares issued and outstanding as of January 31, 2025. The number of Common Shares outstanding as of January 31, 2025, was 216,116,102. The persons named in the table have sole voting and investment power with respect to all shares shown as beneficially owned by them and have the same voting rights as shareholders with respect to Common Shares.

(2) Shares beneficially owned include 105,637 shares held by CC Verwaltungs GmbH, an entity which is controlled by Dr. Colpan.

82 Report of Independent Registered Public Accounting Firm 140 16. Debt
86 Report of Independent Registered Public Accounting Firm 149 17. Income Taxes
88 Consolidated Balance Sheets 154 18. Equity
90 Consolidated Statements of Income 156 19. Earnings per Common Share
91 Consolidated Statements of Comprehensive Income 157 20. Commitments and Contingencies
92 Consolidated Statements of Changes in Equity 160 21. Segment Information
93 Consolidated Statements of Cash Flows 164 22. Share-Based Compensation

Notes to Consolidated Financial Statements 166 24. Related Party Transactions

95 1. Corporate Information and Basis of Presentation 167 25. Subsequent Event
96 2. Effects of New Accounting Pronouncements
98 3. Summary of Significant Accounting Policies
112 4. Revenue
116 5. Acquisitions
117 6. Exit Costs and Impairments
120 7. Short-Term Investments
121 8. Prepaid Expenses and Other Current Assets
122 9. Property, Plant and Equipment
123 10. Investments
125 11. Goodwill and Intangible Assets
128 12. Leases
130 13. Accrued and Other Current Liabilities
131 14. Derivatives and Hedging
137 15. Financial Instruments and Fair Value Measurements
166 23. Employee Benefits

Report of Independent Registered Public Accounting Firm

To the Shareholders and Supervisory Board

QIAGEN N.V.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of QIAGEN N.V. and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 28, 2025 expressed an unqualified opinion on the effectiveness of the Company's internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Assessment of unrecognized tax benefits

As discussed in Note 17 to the consolidated financial statements, the Company conducts its business globally and operates more than 50 consolidated subsidiaries in multiple tax jurisdictions. This multi-jurisdictional business operation involves complex intercompany operating and financing activities. The nature of these activities can result in uncertainties in the estimation of the related income tax exposures. The Company initially recognizes and subsequently measures the unrecognized tax benefit in its consolidated financial statements when it is more likely than not that the position will be sustained upon examination by the taxing authorities. As of December 31, 2024, the Company recorded unrecognized tax benefits of \$108.9 million.

We identified the assessment of unrecognized tax benefits as a critical audit matter. Complex auditor judgment and specialized skills and knowledge were required in evaluating the Company's interpretation and application of tax laws in the jurisdictions where it operates and its estimate of the resolution of the tax position.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company's unrecognized tax benefit process, including controls related to (1) its interpretation and application of tax statutes and legislation, and changes thereto, in the various jurisdictions in which it operates and (2) its determination of the estimate for the associated unrecognized tax benefit. We inspected the Company's legal composition to identify and assess changes in operating structures and financing arrangements. We inquired of the Company's tax department in combination with inspecting correspondence with the responsible taxing authorities with respect to the results of inspections by taxing authorities. We involved tax and transfer pricing professionals with specialized skills and knowledge, who assisted in:

— analyzing the Company's interpretation and application of multi-jurisdictional income tax laws, and changes thereto, and its impact on the unrecognized tax benefit by reading advice obtained from the Company's external specialists

inspecting the lapse of statute of limitations and settlements with taxing authorities over a selection of unrecognized tax benefits to evaluate the amount in the settlement documents compared to the unrecognized tax benefit, and
inspecting a selection of intercompany operating and financing activities between group entities to assess the sustainability of tax positions based on their technical merits and the probabilities of possible settlement alternatives.

Impairment of certain long-lived assets

As discussed in Notes 3 and 6 to the consolidated financial statements, the Company reviews their long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or a group of assets may not be recoverable. In 2024, the Company commenced efficiency and profitability initiatives, which also resulted in the decision to discontinue the NeuMoDx clinical PCR system. Following the decision to discontinue the NeuMoDx system, the Company performed an impairment test under ASC 360 Property, Plant and Equipment of the NeuMoDx asset group and fully impaired the asset group, based on the Company's assumption that the long-lived assets of the NeuMoDx asset group had no alternative use and no value recoverable in a market disposal. Additionally, certain property, plant and equipment as well as intangible assets outside of the NeuMoDx asset group were abandoned (ceased to be used) and impaired as a result of the efficiency program, based on the Company's assumption that these assets had no alternative use or salvage value. The Company recorded total impairment expenses related to these long-lived assets during the year ended December 31, 2024 of \$197,913 thousand.

We identified the evaluation of the impairment of certain long-lived assets as a critical audit matter due to the high degree of complex auditor judgment in evaluating the Company's assumption that the NeuMoDx asset group impaired assets have no alternative use or value recoverable in a market disposal and, in respect of such impairments not included in the NeuMoDx asset group, that the Company had ceased to use the impaired assets and they have no alternative use or salvage value, as well as the nature of audit evidence obtained regarding the matter.

The following are the primary procedures we performed to address this critical audit matter. We applied auditor judgment to determine the nature and extent of procedures to be performed over the impairment of these long-lived assets.

— We evaluated the design and tested the operating effectiveness of an internal control related to the assessment of alternative uses for the impaired assets and, as applicable, their cease use date.

For a sample of the impaired long-lived assets within the NeuMoDx asset group, we evaluated the Company's conclusion that the assets had no alternative use or value recoverable in a market disposal through a combination of:
- inspecting asset descriptions and uses in underlying documentation; and
- inquiring with operational management regarding the assets' potential use by the Company's other product areas and value recoverable in a market disposal.
For a sample of long-lived asset impairments outside of the NeuMoDx asset group, we evaluated the cease use date and the Company's conclusion over no alternative use or salvage value through a combination of:
- inspecting software and hardware descriptions and an underlying license agreement;
- inquiring with operational management regarding the assets' underlying uses, cease use dates, potential uses by the Company's other product areas and salvage value; and
- inspecting termination agreements with third party suppliers regarding cease use date.
We evaluated the sufficiency of audit evidence obtained by assessing the results of procedures performed, including the appropriateness of the nature of such evidence.

/s/ KPMG AG Wirtschaftsprüfungsgesellschaft

We have served as the Company's auditor since 2015.

Düsseldorf, Germany

March 28, 2025

Report of Independent Registered Public Accounting Firm

To the Shareholders and Supervisory Board

QIAGEN N.V.:

Opinion on Internal Control Over Financial Reporting

We have audited QIAGEN N.V. and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements), and our report dated March 28, 2025 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying 'Report of Management on Internal Control over Financial Reporting'. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ KPMG AG Wirtschaftsprüfungsgesellschaft

Düsseldorf, Germany March 28, 2025

QIAGEN N.V. and Subsidiaries Consolidated Balance Sheets

			As of December 31,
(in thousands)	Notes	2024	2023
Assets
Current assets:
Cash and cash equivalents	(3)	\$663,555	\$668,084
Short-term investments	(7)	489,437	389,698
Accounts receivable, net of allowance for credit losses of \$18,226 and \$17,296, respectively	(3, 24)	349,278	381,877
Inventories, net	(3, 6)	279,256	398,385
Prepaid expenses and other current assets	(8, 24)	178,327	309,516
Total current assets		1,959,853	2,147,560
Long-term assets:
Property, plant and equipment, net of accumulated depreciation of \$516,324 and \$516,765, respectively	(9)	753,611	765,037
Goodwill	(11)	2,425,418	2,475,732
Intangible assets, net of accumulated amortization of \$693,062 and \$748,590, respectively	(11, 6)	303,815	526,821
Fair value of derivative instruments - long-term	(14)	3,174	3,083
Other long-term assets	(10, 12, 17)	243,751	196,957
Total long-term assets		3,729,769	3,967,630
Total assets		\$5,689,622	\$6,115,190

QIAGEN N.V. and Subsidiaries Consolidated Balance Sheets

			As of December 31,
(in thousands, except par value)	Notes	2024	2023
Liabilities and equity
Current liabilities:
Current portion of long-term debt	(16)	\$53,481	\$587,970
Accrued and other current liabilities	(13, 24)	406,876	407,168
Accounts payable	(24)	83,272	84,155
Total current liabilities		543,629	1,079,293
Long-term liabilities:
Long-term debt, net of current portion	(16)	1,338,067	921,824
Fair value of derivative instruments - long-term	(14)	—	98,908
Other long-term liabilities	(4, 12, 15,17)	240,587	207,401
Total long-term liabilities		1,578,654	1,228,133
Commitments and contingencies	(20)
Equity:
Preference shares, 0.01 EUR par value, authorized—450,000 shares, no shares issued and outstanding		—	—
Financing preference shares, 0.01 EUR par value, authorized—40,000 shares, no shares issued and outstanding		—	—
Common Shares, 0.01 EUR par value, authorized—410,000 shares, issued—223,904 shares in 2024 and 230,829 in 2023		2,601	2,702
Additional paid-in capital		1,666,070	1,915,115
Retained earnings		2,448,122	2,456,800
Accumulated other comprehensive loss	(18)	(474,539)	(433,830)
Less treasury shares, at cost—1,614 and 2,627 shares, respectively	(18)	(74,915)	(133,023)
Total equity		3,567,339	3,807,764
Total liabilities and equity		\$5,689,622	\$6,115,190

QIAGEN N.V. and Subsidiaries Consolidated Statements of Income

Years ended December 31,
Notes	2024	2023	2022
			\$2,141,518

(6)	952,323	667,425	696,472
(3)	58,541	64,198	60,483
	1,010,864	731,623	756,955
	967,350	1,233,688	1,384,563

	450,929	459,912	474,220
(3)	193,494	198,511	189,859
(3)	113,432	119,254	129,725
(3)	9,596	10,764	14,531
(1, 3, 6)	102,188	35,309	44,768
	869,639	823,750	853,103
	97,711	409,938	531,460

	68,016	78,992	32,757
	(43,841)	(53,410)	(58,357)
(10, 14)	(739)	(5,711)	6,741
	23,436	19,871	(18,859)
	121,147	429,809	512,601
(3, 17)	37,556	88,506	89,390
	\$83,591	\$341,303	\$423,211
(19)	\$0.38	\$1.50	\$1.86
(19)	\$0.37	\$1.48	\$1.84

			227,577
(19)	224,717	230,619	230,136
	(3, 4, 24) (19)	\$1,978,214 222,619	\$1,965,311 228,146

QIAGEN N.V. and Subsidiaries Consolidated Statements of Comprehensive Income

		Years ended December 31,
(in thousands)	Notes	2024	2023	2022
Net income		\$83,591	\$341,303	\$423,211
Other comprehensive (loss) income to be reclassified to profit or loss in subsequent periods:
Gains (losses) on cash flow hedges (net of \$30,145 tax expense in 2024 and \$18,344 tax benefit in 2023)	(14)	86,698	(52,755)	(24,098)
Reclassification adjustments on cash flow hedges (net of \$29,102 tax benefit in 2024 and \$17,183 tax expense in 2023)	(14)	(83,696)	49,417	21,940
Cash flow hedges (net of \$1,043 tax expense in 2024 and \$1,161 tax benefit in 2023)		3,002	(3,338)	(2,158)
Net investment hedge	(14)	24,552	(18,396)	(14,724)
(Loss) gain on pension (net of \$227 tax benefit in 2024, \$72 and \$528 tax expense in 2023 and 2022, respectively)		(530)	167	1,233
Foreign currency translation adjustments (net of \$854 tax benefit in 2022)		(67,733)	(8,172)	(61,772)
Other comprehensive loss		(40,709)	(29,739)	(77,421)
Comprehensive income		\$42,882	\$311,564	\$345,790

QIAGEN N.V. and Subsidiaries Consolidated Statements of Changes in Equity

(in thousands)	Notes	Shares	Common shares Amount	Additional paid-in capital	Retained earnings	Accumulated other comprehensive income (loss)	Shares	Treasury shares Amount	Total equity
Balance at December 31, 2021		230,829	\$2,702	\$1,818,508	\$1,791,740	(\$326,670)	(3,755)	(\$189,730)	\$3,096,550
Net income		—	—	—	423,211	—	—	—	423,211
Other comprehensive loss		—	—	—	—	(77,421)	—	—	(77,421)
Issuance of common shares in connection with stock plan	(22)	—	—	—	(54,778)	—	1,171	54,899	121
Tax withholding related to vesting of stock awards	(22)	—	—	—	—	—	(529)	(25,357)	(25,357)
Share-based compensation	(22)	—	—	49,507	—	—	—	—	49,507
Balance at December 31, 2022		230,829		\$2,702 \$1,868,015 \$2,160,173		(\$404,091)	(3,113)		(\$160,188) \$3,466,611
Net income		—	—	—	341,303	—	—	—	341,303
Other comprehensive loss		—	—	—	—	(29,739)	—	—	(29,739)
Issuance of common shares in connection with stock plan	(22)	—	—	—	(44,676)	—	873	44,840	164
Tax withholding related to vesting of stock awards	(22)	—	—	—	—	—	(387)	(17,675)	(17,675)
Share-based compensation	(22)	—	—	47,100	—	—	—	—	47,100
Balance at December 31, 2023		230,829		\$2,702 \$1,915,115 \$2,456,800		(\$433,830)	(2,627)		(\$133,023) \$3,807,764
Capital repayment	(18)	(6,925)	(101)	(292,672)	—	—	79	—	(292,773)
Net income		—	—	—	83,591	—	—	—	83,591
Other comprehensive loss		—	—	—	—	(40,709)	—	—	(40,709)
Issuance of common shares in connection with stock plan	(22)	—	—	—	(92,269)	—	1,734	92,269	—
Tax withholding related to vesting of stock awards	(22)	—	—	—	—	—	(800)	(34,161)	(34,161)
Share-based compensation	(22)	—	—	43,627	—	—	—	—	43,627
Balance at December 31, 2024		223,904		\$2,601 \$1,666,070 \$2,448,122		(\$474,539)	(1,614)		(\$74,915) \$3,567,339

QIAGEN N.V. and Subsidiaries Consolidated Statements of Cash Flows

	Years ended December 31,
(in thousands)	Notes	2024	2023	2022
Cash flows from operating activities:
Net income		\$83,591	\$341,303	\$423,211
Adjustments to reconcile net income to net cash provided by operating activities, net of effects of businesses acquired:
Depreciation and amortization		203,268	205,336	208,397
Non-cash impairments	(6, 10)	203,408	4,158	12,970
Amortization of debt discount and issuance costs		18,428	30,162	33,701
Share-based compensation expense	(22)	43,627	47,100	49,507
Deferred tax (benefit) expense	(17)	(23,041)	10,731	(9,603)
Loss on marketable securities		426	—	6,230
Other items, net including fair value changes in derivatives		8,391	7,623	22,732
Net changes in operating assets and liabilities:
Accounts receivable	(3)	12,218	(55,119)	15,451
Inventories	(3, 6)	87,755	(44,787)	(61,950)
Prepaid expenses and other current assets	(8)	14,234	4,390	58,999
Other long-term assets		(1,194)	691	(2,025)
Accounts payable		1,446	(22,417)	(1,756)
Accrued and other current liabilities	(13)	(8,642)	(55,583)	(17,837)
Income taxes	(17)	25,528	(7,458)	(21,894)
Other long-term liabilities		4,108	(6,675)	(869)
Net cash provided by operating activities		673,551	459,455	715,264
Cash flows from investing activities:
Purchases of property, plant and equipment		(167,174)	(149,710)	(129,224)
Purchases of intangible assets	(11)	(4,068)	(13,092)	(20,112)
Purchases of short-term investments	(7)	(685,915)	(976,448)	(1,385,929)
Proceeds from redemptions of short-term investments	(7)	584,979	1,270,551	883,083
Cash paid for acquisitions, net of cash acquired	(5)	—	(149,532)	(63,651)
Cash received (paid) for collateral asset	(14)	25,414	(66,583)	(9,881)
Purchases of investments, net	(10)	(2,465)	(2,870)	(1,156)
Other investing activities		—	29	107
Net cash used in investing activities		(249,229)	(87,655)	(726,763)

QIAGEN N.V. and Subsidiaries Consolidated Statements of Cash Flows

		Years ended December 31,
(in thousands)	Notes	2024	2023	2022
Cash flows from financing activities:
Proceeds from long-term debt, net of issuance costs	(16)	494,211	—	371,452
Repayment of long-term debt	(16)	(601,536)	(400,000)	(480,003)
Capital repayment	(18)	(292,099)	—	—
Proceeds from exercise of call options related to cash convertible notes	(16)	—	36,762	—
Payment of intrinsic value of cash convertible notes	(16)	—	(36,762)	—
Tax withholding related to vesting of stock awards	(22)	(34,161)	(17,675)	(25,357)
Cash received (paid) for collateral liability	(14)	11,350	(16,315)	12,556
Cash paid for contingent consideration		—	—	(4,572)
Other financing activities		(661)	163	121
Net cash used in financing activities		(422,896)	(433,827)	(125,803)
Effect of exchange rate changes on cash and cash equivalents		(5,955)	(558)	(12,545)
Net decrease in cash and cash equivalents		(4,529)	(62,585)	(149,847)
Cash and cash equivalents, beginning of period		668,084	730,669	880,516
Cash and cash equivalents, end of period		\$663,555	\$668,084	\$730,669
Supplemental cash flow disclosures:
Cash paid for interest		\$24,181	\$20,348	\$23,208
Cash paid for income taxes, net of refunds		\$15,684	\$82,409	\$120,476
Supplemental disclosure of non-cash investing activities:
Equity securities acquired in non-monetary exchange	(10)	\$—	\$2,604	\$1,475

Notes to the Consolidated Financial Statements December 31, 2024

1. Corporate Information and Basis of Presentation

Corporate Information

QIAGEN N.V. is a public limited liability company (naamloze vennootschap) under Dutch law with a registered office at Hulsterweg 82, 5912 PL Venlo, The Netherlands. QIAGEN N.V., a Netherlands holding company, and subsidiaries (we, our or the Company) is a leading global provider of Sample to Insight solutions, enabling customers to extract and gain valuable molecular insights from samples containing the building blocks of life. Our Sample technologies isolate and process DNA, RNA and proteins from blood, tissue and other materials. Assay technologies prepare these biomolecules for analysis while bioinformatics software and knowledge bases can be used to interpret data to find actionable insights. Automation solutions bring these processes together into seamless and cost-effective workflows. We serve over 500,000 customers globally in Life Sciences (academia, pharma R&D and industrial applications, primarily forensics) and Molecular Diagnostics for clinical healthcare. As of December 31, 2024, we employed more than 5,700 people in over 35 locations worldwide.

Basis of Presentation

The accompanying consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles (GAAP) and all amounts are presented in U.S. dollars rounded to the nearest thousand, unless otherwise indicated.

We undertake acquisitions to complement our own internal product development activities. In January 2023, we acquired Verogen, Inc., a leader in the use of next-generation sequencing (NGS) technologies to drive the future of human identification (HID) and forensic investigation located in San Diego, California. In May 2022, we acquired BLIRT S.A., a supplier of standardized and customized solutions for proteins and enzymes as well as molecular biology reagents located in Gdańsk, Poland. At the acquisition dates, all the assets acquired and liabilities assumed were recorded at their respective fair values and our consolidated results of operations include the operating results from the acquired companies from the acquisition dates. These acquisitions were not significant to the overall consolidated financial statements.

As of April 1, 2022, the results of our subsidiary in Türkiye are reported under highly inflationary accounting as the prior three-years cumulative inflation rate exceeded 100 percent.

In 2022, we suspended activities in Russia and also with our former commercial partner in Belarus. Due to uncertainties related to the war in Ukraine, and although not material to our consolidated results of operations, during the year ended December 31, 2022, we recorded a combination of credit losses, write-offs and impairments related to our subsidiary in Moscow, Russia totaling \$4.0 million. These charges are included in the line item restructuring, acquisition, integration and other, net in the accompanying consolidated statement of income.

2. Effects of New Accounting Pronouncements

The following new Financial Accounting Standards Board (FASB) Accounting Standards Updates (ASU) were adopted in 2024, 2023 and 2022:

Adoption of New Accounting Standards in 2024

ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures was issued in response to stakeholder requests for more decision-useful information about reportable segments. The amendments in ASU 2023-07 improve reportable segment disclosure requirements through enhanced disclosures. This ASU does not change how a public entity identifies its operating segments, aggregates those operating segments or applies the quantitative thresholds to determine reportable segments. This ASU is effective for fiscal years beginning after December 15, 2023, and we have adopted the new disclosures retrospectively to all prior periods presented in the consolidated financial statements in this annual report for the year ended December 31, 2024 as disclosed in Note 21 "Segment Information."

Adoption of New Accounting Standards in 2023

No adoption of new accounting standards in 2023.

Adoption of New Accounting Standards in 2022

ASU 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, creates an exception to the recognition and measurement principles in ASC 805, Business Combinations. The amendments require an acquirer to use the guidance in ASC 606, Revenue from Contracts with Customers, rather than using fair value, when recognizing and measuring contract assets and contract liabilities related to customer contracts assumed in a business combination. We early adopted ASU 2021-08 on January 1, 2022. The amended guidance applies on a prospective basis to business combinations that occur after the adoption date.

New Accounting Standards Not Yet Adopted

The following new FASB Accounting Standards Updates were not yet adopted as of December 31, 2024:

ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures enhances annual income tax disclosures to address investor requests for more information about the tax risks and opportunities present in an entity's worldwide operations. The two primary enhancements disaggregate existing income tax disclosures related to the effective tax rate reconciliation and income taxes paid. This ASU is effective for annual periods beginning after December 15,

2024, and early adoption is permitted. We will adopt the new disclosures prospectively beginning with the annual reporting for the year ended December 31, 2025.

ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses improves financial reporting and responds to investor input by requiring public companies to disclose, in interim and annual reporting periods, additional information about certain expenses in the notes to financial statements. The amendments in this ASU should be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this update or (2) retrospectively to any or all prior periods presented in the financial statements. The amendments in the ASU are effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption is permitted.

3. Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of QIAGEN N.V. and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. Investments in either common stock or insubstance common stock of companies where we exercise significant influence over the operations but do not have control, and where we are not the primary beneficiary, are accounted for using the equity method. All other investments are accounted for as discussed under "Non-Marketable Investments" below. When there is a portion of equity in an acquired subsidiary not attributable, directly or indirectly, to the Company, we record the fair value of the noncontrolling interests at the acquisition date and classify the amounts attributable to noncontrolling interests separately in equity in the consolidated financial statements. Any subsequent changes in the Company's ownership interest while the Company retains its controlling financial interest in its subsidiary are accounted for as equity transactions.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of contingencies at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period. While changing conditions in our global environment present additional uncertainty, we continue to use the best information available to form our estimates. Actual results could differ from those estimates.

Concentrations of Risk

We buy materials for products from many suppliers and are not dependent on any one supplier or group of suppliers for the business as a whole. However, key components of certain products, including certain instrumentation components and chemicals, are available only from a single source. If supplies from these vendors were delayed or interrupted for any reason, we may not be able to obtain these materials timely or in sufficient quantities to produce certain products, and sales levels could be negatively affected. Additionally, our customers include researchers at pharmaceutical and biotechnology companies, academic institutions, and government and private laboratories. Changes in the budgets dedicated to research and development available to these researchers and their organizations for applications utilizing our products could have a significant effect on the product demand.

The financial instruments used in managing our foreign currency, equity and interest rate exposures have an element of risk in that the counterparties may be unable to meet the terms of the agreements. We attempt to minimize this risk by limiting the counterparties to a diverse group of highly rated international financial institutions. The carrying values of our financial instruments incorporate the non-performance risk by using market pricing for credit risk. However, we have no reason to believe that any counterparties will default on their obligations. In order to minimize our exposure with any single

counterparty, we have entered into master agreements which allow us to manage the exposure with the respective counterparty on a net basis.

Other financial instruments that potentially subject us to concentrations of credit risk are cash and cash equivalents, shortterm investments, and accounts receivable. To mitigate the risks associated with cash and cash equivalents and short-term investments, we engage with top-rated financial institutions and diversify our investments across a wide array of financial instruments. We have established guidelines related to credit quality and maturities of investments intended to maintain safety and liquidity. Concentration of credit risk with respect to accounts receivable is limited due to a large and diverse customer base which is dispersed over different geographic areas. Allowances are maintained for potential credit losses and such losses have historically been within expected ranges.

Foreign Currency Translation

Our reporting currency is the U.S. dollar and the functional currencies of our subsidiaries are generally the local currency of the respective countries in which they are headquartered. All amounts in the financial statements of entities whose functional currency is not the U.S. dollar, except for Türkiye (which became hyperinflationary in 2022 and reports in U.S. dollars), are translated into U.S. dollar equivalents at exchange rates as follows: (1) assets and liabilities at period-end rates, (2) income statement accounts at average exchange rates for the period, and (3) components of equity at historical rates. Translation gains or losses are recorded in equity, and transaction gains and losses are reflected in net income as a component of other (expense) income, net. Realized gains or losses on the value of derivative contracts entered into to hedge the exchange rate exposure of receivables and payables are also included in net income as a component of other (expense) income, net. The net gain or loss on foreign currency transactions was a net loss of \$4.5 million in 2024, a net loss of \$5.8 million in 2023 and a net gain of \$2.7 million in 2022 and are included in other (expense) income, net in the accompanying consolidated statements of income.

Closing rate at December 31,					Annual average rate
(USD equivalent for one)	2024	2023	2024	2023	2022
Euro (EUR)	1.0389	1.1050	1.0821	1.0814	1.0542
Pound Sterling (GBP)	1.2529	1.2715	1.2782	1.2435	1.2376
Swiss Franc (CHF)	1.1038	1.1933	1.1362	1.1133	1.0486
Japanese Yen (JPY)	0.0064	0.0071	0.0066	0.0071	0.0077
Chinese Yuan (CNY)	0.1370	0.1408	0.1390	0.1413	0.1489

The exchange rates of key currencies were as follows:

Segment Information

We determined that we operate as one operating segment in accordance with the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 280, Segment Reporting. Our chief operating decision maker (CODM) makes decisions based on the Company as a whole. In addition, we have a common basis of organization and types of products and services which derive revenues and consistent product margins. Accordingly, we operate and make decisions as one reporting unit.

Revenue Recognition

We recognize revenue when control of promised goods or services transfers to our customers in an amount that reflects the consideration that is expected to be received in exchange for those goods or services. The majority of our sales revenue is recognized when products are shipped to the customers, at which point control transfers.

Warranty

We provide warranties on our products against defects in materials and workmanship for a period of one year. A provision for estimated future warranty costs is recorded in cost of sales at the time product revenue is recognized. Product warranty obligations are included in accrued and other current liabilities in the accompanying consolidated balance sheets.

Research and Development

Research and product development costs are expensed as incurred. Research and development expenses consist primarily of salaries and related expenses, facility costs, and payments to contract research organizations and laboratories for the provision of services and materials. Additionally, these expenses cover costs related to internal use or clinical trials.

Government Grants

We recognize government grants when there is reasonable assurance that all conditions will be complied with and the grant will be received. Our government grants generally represent subsidies for designated activities and are recognized as a reduction in the expenses associated with those activities once they are earned. Thus, when the grant relates to research and development expenses, the grant is recognized over the same period that the related costs are incurred. Otherwise, amounts received under government grants are recorded as liabilities in the balance sheet. When the grant relates to an asset, the nominal amount of the grant is deducted from the carrying amount of the asset and recognized over the depreciable asset life.

Borrowing Costs

Borrowing costs directly attributable to the acquisition, construction or production of an asset that takes a substantial period of time to prepare for use or sale are capitalized as part of the cost of the respective asset (qualifying asset) when such borrowing costs are significant. All other borrowing costs are expensed in the period they occur.

Shipping and Handling Income and Costs

Shipping and handling charged to customers is recorded as revenue in the period that the related product sales revenue is recorded.

Associated costs of shipping and handling are included in sales and marketing expenses. For the years ended December 31, 2024, 2023 and 2022, shipping and handling costs totaled \$33.4 million, \$32.4 million and \$34.4 million, respectively.

Advertising Costs

The costs of advertising are expensed as incurred and are included as a component of sales and marketing expense. Advertising costs for the years ended December 31, 2024, 2023 and 2022 were \$9.6 million, \$11.5 million and \$15.8 million, respectively.

General and Administrative

General and administrative expenses primarily represent the costs required to support administrative infrastructure. These expenses include licensing costs in connection with ongoing investments in information technology, including cyber security, along with personnel costs of employees in administrative functions.

Restructuring, Acquisition, Integration and Other

We incur indirect acquisition and business integration costs in connection with business combinations which are expensed when incurred. These costs represent incremental costs that we believe would not have been incurred absent the business combinations. Major components of these costs include consulting and related fees incurred to integrate or restructure the acquired operations, payroll and related costs for employees remaining with the Company on a transitional basis and public relations, advertising and media costs for re-branding of the combined organization.

Restructuring and other costs include employee-related costs (principally termination benefits) as well as contract and other costs, primarily contract termination costs. Termination benefits are accounted for in accordance with FASB ASC Topic 712, Compensation - Nonretirement Postemployment Benefits, and are recorded when it is probable that employees will be entitled to benefits and the amounts are known or can be reasonably estimated. Estimates of termination benefits are based on the frequency of past termination benefits, the similarity of benefits under the current plan and prior plans, and the existence of statutory required minimum benefits. Contract and other costs are accounted for in accordance with FASB ASC Topic 420, Exit or Disposal Cost Obligations and are recorded when the liability is incurred. Additionally, expenses incurred may also include costs that are an integral component of, and are directly attributable to, restructuring activities which do not qualify as exit and disposal costs, such as intangible asset impairments and other asset related write-offs. The specific measures and associated estimated costs are based on management's best business judgment under the existing

circumstances at the time the estimates are made. If future events require changes to these estimates, such adjustments will be reflected in the period of the revised estimate.

Income Taxes

We account for income taxes under the liability method. Under this method, total income tax expense is the amount of income taxes expected to be payable for the current year plus the change from the beginning of the year for deferred tax assets and liabilities, established for the expected future tax consequences. Deferred tax assets and liabilities stem from differences between the financial statement carrying amounts and the tax basis of assets and liabilities and are determined by multiplying the differences between these values by the enacted tax rates expected to be in effect when such differences are reversed or settled. Deferred tax assets are reduced by a valuation allowance to arrive at a carrying amount more likely than not to be realized. Any change in tax rates affecting deferred taxes is recognized in income in the period that includes the enactment date.

The effects of a tax position are initially recognized in the financial statements when it is more likely than not that the position will be sustained upon examination by the taxing authorities. Such tax positions are initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement, with the taxing authority using the cumulative probability method and assuming the taxing authority has full knowledge of the position and all relevant facts. Our policy is to recognize interest accrued related to income taxes in interest expense and record penalties related to income taxes within income tax expense.

Derivative Instruments

We enter into derivative financial instrument contracts to minimize the variability of cash flows or income statement impacts associated with the anticipated transactions being hedged or to hedge fluctuating interest rates. As changes in foreign currencies or interest rates impact the value of anticipated transactions, the fair value of the forward or swap contracts also changes, offsetting foreign currency or interest rate fluctuations. Derivative instruments are recorded on the balance sheet at fair value. Changes in fair values of derivatives are recorded in current earnings or other comprehensive income (loss), with the treatment dependent upon whether or not a derivative is designated as part of a hedge transaction.

Share-Based Payments

Compensation costs for all share-based payments are recorded based on the grant date fair value, less an estimate for prevesting forfeitures, recognized in expense over the service period using an accelerated method.

Forfeiture Rate - This is the estimated percentage of grants that are expected to be forfeited or canceled on an annual basis before fully vesting. We estimated the forfeiture rate based on historical forfeiture experience.

Restricted Stock Units and Performance Stock Units - Restricted stock units and performance stock units represent rights to receive Common Shares at a future date. The fair market value of restricted and performance stock units is determined based on the number of stock units granted and the fair market value of our shares on the grant date. The fair market value at the time of the grant, less an estimate for pre-vesting forfeitures, is recognized in expense over the vesting period. At each reporting period, the estimated performance achievement of the performance stock units is assessed, and any change in the estimated achievement is recorded on a cumulative basis in the period of adjustment.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash on deposit in banks and other cash invested temporarily in various instruments that are short-term and highly liquid with an original maturity of less than three months at the date of purchase. Cash equivalents are carried at amortized cost which approximates fair value. Cash and cash equivalents as of December 31, 2024 and 2023 were as follows:

Short-term bank deposits	170,933	89,362
Money market funds Commercial paper	399,917 —	481,360 9,982

Cash at bank and on hand	\$92,705	\$87,380
(in thousands)	2024	2023

Short-Term Investments

Short-term investments include cash investments with original maturities of greater than three months, classified as "available for sale" and stated at fair value, which is equivalent to the amortized cost, in the accompanying consolidated balance sheet. Interest income is accrued when earned and changes in fair market values are reflected in other (expense) income, net. The amortization of premiums and accretion of discounts to maturity arising from acquisition are included in interest income. A decline in fair value that is judged to be other-than-temporary is accounted for as a realized loss and the write-down is included in the consolidated statements of income. Realized gains and losses, determined on a specific identification basis on the sale of short-term investments, are included in other (expense) income, net.

Short-term investments consisting of marketable equity securities are reported at fair value with gains and losses recorded in earnings.

Fair Value of Financial Instruments

The carrying amount of cash and cash equivalents, notes receivable, accounts receivable, accounts payable and accrued liabilities approximate their fair values because of the short maturities of those instruments. The carrying values of our variable rate debt and leases approximate their fair values because of the short maturities and/or interest rates, which are comparable to those available to us on similar terms. The fair values of the zero coupon convertible debt and the cash convertible notes are based on an estimation using available over-the-counter market information. The fair values of the German Private Placement are based on an estimation using changes in the euro swap rates.

Accounts Receivable, Loans and Other Receivables and Allowance for Credit Losses

Our accounts receivable consist of unsecured customer obligations, and we are at risk to the extent such amounts become uncollectible. We establish allowances for credit losses that result from the expected failure or inability of our customers to fulfill their payment obligations. We recognize allowances for expected credit losses at inception and regularly reassess these estimates to consider historical experience with bad debts, the aging of the receivables, credit quality of the customer base, current economic conditions and other reasonable and supportable expectations for future conditions, if applicable. Once a receivable is determined to be uncollectible, the balance is charged against the allowance.

We sell our products worldwide through sales subsidiaries and distributors. There is no concentration of credit risk with respect to trade accounts receivable as we have a large number of internationally dispersed customers. Trade accounts receivable are non-interest bearing and mostly have payment terms of 30 to 90 days. For 2024, 2023, and 2022, no single customer represented more than ten percent of accounts receivable or consolidated net sales.

The changes in the allowance for credit losses on accounts receivable and loans and other receivables for the years ended December 31, 2024, 2023 and 2022 are as follows:

	Accounts receivable					Loans and other receivables
(in thousands)	2024	2023	2022	2024	2023	2022
Balance at beginning of year	\$17,296	\$22,880	\$23,124	\$53	\$10,598	\$5,142
Provisions for expected credit losses	4,204	(2,873)	4,483	(5)	5	5,574
Deductions from allowance	(2,148)	(2,378)	(2,685)	—	(10,552)	—
Currency translation adjustments and other	(1,126)	(333)	(2,042)	(4)	2	(118)
Balance at end of year	\$18,226	\$17,296	\$22,880	\$44	\$53	\$10,598

In 2022, we fully reserved a \$10.6 million loan receivable from a related party, and in 2023, the defaulted loan was written off against the reserve.

Inventories

Inventories are stated at the lower of cost or net realizable value, determined using either a weighted average cost basis or a standard cost basis which is regularly adjusted to actual. Inventories include material, direct labor and overhead costs and are reduced for estimated obsolescence. Inventories consisted of the following as of December 31, 2024 and 2023:

(in thousands)	2024	2023
Raw materials	\$52,770	\$91,204
Work in process	72,675	94,736
Finished goods	153,811	212,445
Total inventories, net	\$279,256	\$398,385

In 2024, \$93.5 million of inventory was impaired in connection with the discontinuation of NeuMoDx, further discussed in Note 6 "Exit Costs and Impairments."

Property, Plant and Equipment

Property, plant and equipment are stated at cost less accumulated depreciation and amortization. Capitalized internal-use software costs include only direct costs associated with the development or acquisition of computer software intended exclusively for internal use and cloud-based applications to deliver our services. The costs encompass those associated with the design, coding, installation and testing of these systems. Costs associated with preliminary development, such as the evaluation and selection of alternatives as well as training, maintenance and support, are expensed as incurred.

For software to be sold, leased or otherwise marketed, costs that are related to the conceptual formulation and design are expensed as incurred. Once technological feasibility has been established, costs incurred to produce software products and the software components of products to be sold, leased or marketed are capitalized and amortized.

Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Amortization of leasehold improvements is computed on a straight-line basis over the lesser of the remaining life of the lease or the estimated useful life of the improvement asset. We have a policy of capitalizing expenditures that materially increase assets' useful lives and charging ordinary maintenance and repairs to operations as incurred. When property or equipment is sold or disposed of, the cost and any related accumulated depreciation or amortization are removed, and any gain or loss is recorded in earnings.

Leases

At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

Company as a Lessee

Leases are recognized as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use or at the lease commencement date. Leases are classified as finance or operating based on the criteria under ASC 842 Leases, with the lease classification affecting the pattern of expense recognition and amortization of the right-of-use asset.

Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments:

fixed lease payments, including in-substance fixed payments, less any lease incentives received;
variable lease payments that are based on an index or a rate;
amounts expected to be payable to the lessee under residual value guarantees;
the exercise price of a purchase option, if the lessee is reasonably certain to exercise that option; and
payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option.

The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be determined, the lessee's incremental borrowing rate at the lease commencement date is used. The incremental borrowing rate is determined by examining the interest rates the Company would need to pay to obtain financing and takes into account factors such as the characteristics and location of the asset, collateral, and applicable market terms and conditions. After the initial measurement, the lease liability balance will increase with interest accretion over time and subsequently be reduced by lease payments.

Each lease payment is allocated between the liability and finance charges. The interest element of the finance cost is recognized as interest expense over the lease period to produce a constant periodic rate of interest on the remaining balance of the liability for each period. In addition, the carrying amount of the lease liability is remeasured if there is a modification, a change in the lease term, a change in the in-substance fixed lease payments or a change in the assessment to purchase the underlying asset.

Right-of-use assets are measured at cost comprising the following:

the amount of the initial measurement of the lease liability;
any lease payments made at or before the commencement date less any lease incentives received;
any initial direct costs; and
restoration costs.

The lease term is the non-cancellable term of the lease, together with any periods covered by an option to extend the lease, if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised. As part of this assessment, judgment is applied and all relevant factors are considered that create an economic incentive to exercise the renewal.

The Company leases various items of real estate, vehicles and other equipment. Rental contracts are typically written for fixed periods but may have extension or termination options.

Company as a Lessor

When functioning as a lessor, the Company assesses whether a lease is a finance lease or an operating lease at lease inception. Leases in which there is no transfer of substantially all the risks and rewards incidental to ownership of an asset are classified as operating leases. Lease payments received are recognized under operating leases as income on a straight-line basis over the lease terms in the Consolidated Statements of Income.

Business Combinations

We include the results of operations of the businesses that we acquire as of the acquisition date. The purchase price of an acquired business is allocated to the individual assets acquired and liabilities assumed based on their fair values at the date of acquisition. Those fair values are determined using income, cost and market approaches, most of which depend upon significant inputs that are not observable in the market, or Level 3 measurements. The excess of purchase price over the fair value of identifiable assets acquired and liabilities assumed is recorded as goodwill. Acquisition-related expenses are expensed as incurred.

The purchase price for some business combinations includes consideration that is contingent on the achievement of net sales or earnings targets by the acquired business. Contingent consideration is measured initially and on a recurring basis at fair value. Payments to settle the acquisition date fair value of contingent consideration are presented as financing activities on the statement of cash flows; any payments in excess of the acquisition date fair value are presented as operating activities.

Acquired Intangibles and Goodwill

Acquired intangibles with future uses are carried at cost less accumulated amortization and consist of licenses to technology held by third parties and other acquired intangible assets. Amortization related to patents are computed over the estimated useful life of the underlying patent, which has historically ranged from 1 to 20 years. Purchased intangible assets acquired in business combinations, other than goodwill, are amortized over their estimated useful lives unless these lives are determined to be indefinite. Intangibles are assessed for recoverability considering the contract life and the period of time over which the intangible will contribute to future cash flow. The unamortized cost of intangible assets, where cash flows are independent and identifiable from other assets, is evaluated periodically and adjusted, if necessary, if events and circumstances indicate that a decline in value below the carrying amount has occurred.

Amortization expense related to developed technology and patent and license rights that have been acquired in a business combination is included in cost of sales. Amortization of trademarks, customer base and non-compete agreements acquired in a business combination is recorded in operating expense under acquisition-related intangible amortization. Amortization expense for intangible assets not acquired in a business combination is recorded within either the cost of sales, research and development or sales and marketing line items based on the use of the asset.

We dispose of the gross carrying amount and accumulated amortization of fully amortized intangible assets from historic business combinations once they are considered fully integrated into our business.

The fair value of in-process research and development (IPR&D) acquired in a business combination is capitalized as an indefinite-lived intangible asset until completion or abandonment of the related research and development activities. IPR&D is tested for impairment annually or when any event or circumstance indicates that the fair value may be below the carrying value. If and when research and development is complete, the associated asset is amortized over the estimated useful life.

Goodwill represents the difference between the purchase price and the estimated fair value of the net assets acquired arising from business combinations. Goodwill is subject to impairment tests annually or earlier if indicators of potential impairment exist. We have elected to perform our annual test for indications of impairment as of October 1st of each year. Following the annual impairment tests for the years ended December 31, 2024, 2023 and 2022, goodwill has not been impaired.

Non-Marketable Investments

We have investments in non-marketable equity securities issued by privately held companies. These investments are included in other long-term assets in the accompanying consolidated balance sheets. Non-marketable investments through which we exercise significant influence but do not have control are accounted for using the equity method, which requires that we recorded our share of unrealized gains and losses on our equity method investments in other (expense) income, net. We monitor for changes in circumstances that may require a reassessment of the level of influence. Our nonmarketable equity securities not accounted for under the equity method are accounted for under the measurement alternative. Under the measurement alternative, the carrying value is measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer. Adjustments are determined primarily based on a market approach as of the transaction date.

Investments are evaluated periodically, or when impairment indicators are noted, to determine if declines in value are other-than-temporary. In making that determination, we consider all available evidence relating to the realizable value of the security. This evidence includes, but is not limited to, the following:

adverse financial conditions of a specific issuer, segment, industry, region or other variables;
the length of time and the extent to which the fair value has been less than cost; and
the financial condition and near-term prospects of the issuer.

We consider whether the fair values of any of our non-marketable investments have declined below their carrying value whenever adverse events or changes in circumstances indicate that recorded values may not be recoverable. If any such decline is considered to be other-than-temporary (based on various factors, including historical financial results, product development activities and the overall health of the affiliate's industry), then a write-down of the investment to its estimated fair value would be recorded in operating expense. Investment impairments recorded during the year ended December 31, 2024 are discussed in Note 10 "Investments."

Variable Interest Entities

At the inception of each arrangement, we evaluate whether we have made an investment in an entity that is considered a variable interest entity (VIE) or if we hold other variable interests in an arrangement that is considered a variable interest entity. We consolidate VIEs when we are the primary beneficiary. The primary beneficiary of a VIE is the party that meets both of the following criteria: (1) has the power to make decisions that most significantly affect the economic performance of the VIE; and (2) has the obligation to absorb losses or the right to receive benefits that, in either case, could potentially be significant to the VIE. Periodically, we assess whether any changes in our interest or relationship with the entity affect our determination of whether the entity is still a VIE and, if so, whether we are the primary beneficiary. If we are not the

primary beneficiary in a VIE, we account for the investment or other variable interests in a VIE as an investment in a nonmarketable investment or in accordance with other applicable GAAP.

Impairment of Long-Lived Assets

We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or a group of assets may not be recoverable. We consider, amongst other indicators, a history of operating losses or a change in expected sales levels to be indicators of potential impairment. Assets are grouped and evaluated for impairment at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of assets. If an asset is determined to be impaired, the loss is measured as the amount by which the carrying amount of the asset exceeds the fair value as determined by applicable market prices, when available. When market prices are not available, we generally measure fair value by discounting projected future cash flows of the asset. Considerable judgment is necessary to estimate discounted future cash flows. Accordingly, actual results could differ from such estimates.

4. Revenue

Nature of Goods and Services

Our revenues are reported net of sales and value added taxes, estimated rebates and returns and mainly come from consumable and instrumentation product sales, with a smaller portion from services, intellectual property, and technology sales. Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. From time to time, we enter into contracts that can include various combinations of products and services, which are generally distinct and accounted for as separate performance obligations. The transaction price is allocated to performance obligations based on their relative stand-alone selling prices.

We offer warranties on our products. Certain of our warranties are assurance-type in nature and do not cover anything beyond ensuring that the product is functioning as intended. Based on the guidance in FASB ASC Topic 606, assurancetype warranties do not represent separate performance obligations. The Company also sells separately-priced service contracts which qualify as service-type warranties and represent separate performance obligations.

We sell our products and services both directly to customers and through distributors generally under agreements with payment terms typically less than 90 days and, in most cases, not exceeding one year and therefore, contracts do not contain a significant financing component.

Consumable and Related Revenues

Consumable Products: In the last three years, revenue from consumable product sales has accounted for between 78-80% of our net sales and revenue is recognized when performance obligations under the terms of a contract with a customer are satisfied. The majority of our contracts have either a single performance obligation to transfer a single consumable product or multiple performance obligations to transfer multiple products concurrently. Accordingly, we recognize revenue when control of the products has transferred to the customer, which is generally at the time of shipment of products as this is when title and risk of loss have been transferred. In addition, invoicing typically occurs at this time so this is when we have a present right to payment. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring products and is generally based upon a negotiated formula, list or fixed price.

Related Revenues: Revenues from related products include software-as-a-service (SaaS), licenses, intellectual property and patent sales, royalties and milestone payments and, over the last three years, has accounted for between 8-10% of our net sales.

SaaS arrangements: Revenue from SaaS arrangements, which allow customers to use hosted software over the contract period without taking possession of the software, is recognized over the duration of the agreement unless the terms of the agreement indicate that revenue should be recognized in a different pattern, for example, based on usage.

Licenses: Licenses for on-site software, which allow customers to use the software as it exists when made available, are sold as perpetual licenses or term licenses. Revenue from on-site licenses is recognized at the later of when the software is made available to the customer or the beginning of the license term. When a portion of the transaction price is allocated to a performance obligation to provide support and/or updates, revenue is recognized as the updates/ support are provided, generally over the life of the license. Revenues from research collaborations include payments for technology transfer and access rights. Royalties from licensees of intellectual property are based on sales of licensed products and revenues are recognized at the later of (i) when the related sales occur or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied).

Milestone Payments: At the inception of each companion diagnostic co-development arrangement that includes development milestone payments, which represent variable consideration, we evaluate whether the milestones are probable of being reached and estimate the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within our control, such as milestones which are achieved through regulatory approvals, are considered to be constrained and excluded from the transaction price until the required approvals are received. Revenue is recognized following the input method as this is considered to best depict the timing of the transfer of control. This involves measuring actual hours incurred to date as a proportion of the total budgeted hours of the project. At the end of each subsequent reporting period, the proportion of completion is trued-up. We also re-evaluate the probability of achievement of development milestones and any related constraint on a periodic basis and, if necessary, adjust our estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenues and earnings in the period of adjustment.

Instruments

Revenue from instrumentation includes the instrumentation equipment, installation, training and other instrumentation services, such as extended warranty services or product maintenance contracts and, over the last three years, has accounted for between 11-12% of net sales. Revenue from instrumentation equipment is recognized when the customer obtains control of the instrument, which is predominantly at the time of delivery or upon customer acceptance, where applicable. Service revenue is recognized over the term of the service period as the customers benefit from the service throughout the service period. Revenue related to services performed on a time-and-materials basis is recognized when performed.

Contract Estimates

The majority of our revenue is derived from (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount in which we have the right to invoice as product is delivered. We have elected, as a practical expedient, not to disclose the value of remaining performance obligations associated with these types of contracts.

However, we have certain companion diagnostic co-development contracts to provide research and development activities in which our performance obligations extend over multiple years. As of December 31, 2024, we have \$72.0 million of remaining performance obligations for which the transaction price is not constrained related to these contracts which we expect to recognize over the next 12 to 18 months.

Excluding revenue pertaining to contracts that have an original expected duration of one year or less, contracts where revenue is recognized as invoiced and contracts with variable consideration related to undelivered performance obligations, revenue expected to be recognized in any future year related to remaining performance obligations is not material.

Contract Balances

The timing of revenue recognition, billings and cash collections can result in billed accounts receivable, unbilled receivables (contract assets), and customer advances and deposits (contract liabilities) in the consolidated balance sheet.

Contract assets as of December 31, 2024 and 2023 totaled \$14.5 million and \$15.0 million, respectively, and are included in prepaid expenses and other current assets in the accompanying consolidated balance sheets and relate to the companion diagnostic co-development contracts discussed above.

Contract liabilities primarily relate to non-cancellable advances or deposits received from customers before revenue is recognized and are primarily related to instrument service and software-as-a-service (SaaS) arrangements. As of December 31, 2024 and 2023, contract liabilities totaled \$88.8 million and \$82.1 million, respectively, of which \$70.8 million and \$66.4 million, respectively, is included in accrued and other current liabilities and \$18.0 million and \$15.7 million, respectively, is included in other long-term liabilities. During the years ended December 31, 2024 and 2023, we satisfied the associated performance obligations and recognized revenue of \$75.5 million and \$66.8 million, respectively, related to advance customer payments previously received.

Disaggregation of Revenue

We disaggregate our revenue based on product type and customer class as shown below for the years ended December 31, 2024, 2023 and 2022:

(in thousands)	2024	2023	2022
Consumables and related revenues	\$1,005,982	\$951,366	\$1,029,791
Instruments	72,583	84,111	96,436
Molecular Diagnostics	1,078,565	1,035,477	1,126,227

Consumables and related revenues	754,257	774,847	859,133
Instruments	145,392	154,987	156,158
Life Sciences	899,649	929,834	1,015,291
Total net sales	\$1,978,214	\$1,965,311	\$2,141,518

Additionally, we disaggregate our revenue based on the product categories as shown below for the years ended December 31, 2024, 2023 and 2022:

(in thousands)	2024	2023	2022
Sample technologies	\$642,031	\$662,991	\$796,932
Diagnostic solutions	748,888	697,630	660,879
PCR / Nucleic acid amplification	300,468	300,204	390,804
Genomics / NGS	233,608	238,910	224,797
Other	53,219	65,576	68,106
Total net sales	\$1,978,214	\$1,965,311	\$2,141,518

Refer to Note 21 "Segment Information" for disclosure of revenue by geographic region.

5. Acquisitions

We undertake acquisitions to complement our own internal product development activities. Our acquisitions have historically been made at prices above the fair value of the acquired net assets, resulting in goodwill, due to expectations of synergies of combining the businesses. These synergies include use of our existing infrastructure, such as our sales force, business service centers, distribution channels and customer relations, to expand sales of an acquired business' products; use of the infrastructure of the acquired businesses to cost-effectively expand sales of our products; and elimination of duplicative facilities, functions and staffing.

2023 Business Combination

On January 3, 2023, we acquired 100% of the shares of Verogen, Inc., a leader in the use of next-generation sequencing (NGS) technologies to drive the future of human identification (HID) and forensic investigation. Verogen, a privately held company founded in 2017 and based in San Diego, California, supports the global human identification community with NGS tools and professional services to help resolve criminal and missing-persons cases. The cash consideration, net of cash acquired was \$149.5 million. The acquisition is not significant to the overall consolidated financial statements. At the acquisition date, all the assets acquired and liabilities assumed were recorded at their respective fair values and our consolidated results of operations include the operating results from the acquired company from the acquisition date. The acquisition did not have a material impact to net sales, net income or earnings per common share and therefore no pro forma information has been provided herein.

2022 Business Combination

On May 11, 2022, we acquired BLIRT S.A., a supplier of standardized and customized solutions for proteins and enzymes as well as molecular biology reagents located in Gdańsk, Poland. Its offering includes proteins and enzymes that are critical to the life sciences industry and diagnostic kit manufacturers. The cash consideration, net of cash acquired was \$63.7 million. The acquisition was not significant to the overall consolidated financial statements. At the acquisition date, all the assets acquired and liabilities assumed were recorded at their respective fair values and our consolidated results of operations include the operating results from the acquired company from the acquisition date. The acquisition did not have a material impact to net sales, net income or earnings per share and therefore no pro forma information has been provided herein.

6. Exit Costs and Impairments

2024 Efficiency Program

In 2024, we commenced initiatives to improve the overall efficiency and profitability of the Company. One of these initiatives was a comprehensive review of our product portfolio which resulted in the decision to phase out our NeuMoDx clinical PCR system considering the market development following the COVID-19 pandemic and changing customer needs for integrated PCR-based clinical molecular testing systems. Following this decision, we are refocusing resources and efforts on developing and commercializing other innovative solutions within our portfolio. Overall, the initiatives include activities to improve global efficiency through targeted measures to reduce hierarchies and drive increased digitalization and automation for improved resource allocation and profitable growth. The costs for the 2024 program largely included noncash charges for impairment of long-lived assets and, to a lesser extent, cash-settled charges for employee-related costs and facility exit and other costs, including contract termination costs.

A summary of the liability, which is recorded in accrued and other current liabilities in the accompanying consolidated balance sheet, as of December 31, 2024 is as follows:

(in thousands)	Employee-related costs	Exit and other costs	Total
Costs incurred	\$30,205	\$60,287	\$90,492
Cash payments	(7,949)	(27,838)	(35,787)
Non-cash settlements	—	(6,423)	(6,423)
Foreign currency translation adjustment	(421)	454	33
Liability at December 31, 2024	\$21,835	\$26,480	\$48,315

Employee-related costs primarily consist of termination benefits provided to employees who have been involuntarily terminated and retention bonuses incurred during transition periods. Exit and other costs include contract termination costs, primarily with suppliers and professional service fees to support the program.

The following is a summary of all charges related to the 2024 program recorded in the consolidated statement of income for the year ended December 31, 2024.

Classification and Type of Charge (in thousands)	Year Ended December 31, 2024
Cost of sales:
Exit costs, including contract termination costs	\$43,355
Employee-related costs	8,204
Intangible asset impairments	133,738
Inventories	93,473
Property, plant and equipment impairments	16,288
Total costs in cost of sales	\$295,058
Restructuring, acquisition, integration and other, net:
Exit costs	\$16,932
Employee-related costs	22,001
Property, plant and equipment impairments	46,351
Other asset write-downs	4,569
Intangible asset impairments	1,536
Total costs in restructuring, acquisition, integration and other, net	\$91,389
Total costs	\$386,447

Following the decision to discontinue the NeuMoDx system, we wrote-off all NeuMoDx related inventory that was not expected to be sold by the ultimate date of phase out in mid-2025.

Following an impairment test performed under ASC 360 Property, Plant and Equipment, certain long-lived assets were fully impaired. The impairment test considered the estimated future cash flows of the NeuMoDx asset group, the lack of alternative use for the long-lived assets and no value recoverable in a market disposal. As a result, impairments were recorded for assets under construction, machinery and equipment and computer software. Intangible asset impairments included the impairment of developed technology related to the NeuMoDx system, the termination of licenses which were used exclusively in connection with this system and in-process research and development acquired in the acquisition of NeuMoDx in 2020.

Outside of the NeuMoDx asset group, other long-lived assets, including property, plant and equipment and intangible assets, were impaired as a result of actions taken in implementing the efficiency program. Such impairments primarily related to software applications and platforms and related development projects as well as a license agreement which were abandoned and ceased to be used during the year and determined by management to have no alternative use or salvage value.

We anticipate total program costs of approximately \$400.0 million upon the completion of the program in 2025, with \$15.0 million to \$20.0 million of additional costs to be incurred in 2025 primarily for employee-related and other exit costs.

2022 Restructuring

During the fourth quarter of 2022, we initiated a restructuring plan to discontinue our third-party instrument service business and realign certain management positions and personnel in order to improve the overall management structure.

The below table shows the pre-tax restructuring charges recorded in 2023 and 2022 in the accompanying consolidated statements of income. No charges were incurred in 2024 related to this program.

(in thousands)	2023	2022
Cost of sales	\$—	\$391
Restructuring, acquisition, integration and other, net	6,948	4,612
Total restructuring charges	\$6,948	\$5,003

Cost of sales charges in 2022 were for inventory write-downs.

A summary of the restructuring liability, which is recorded in accrued and other current liabilities in the accompanying consolidated balance sheets, as of December 31, 2024 and 2023 is as follows:

(in thousands)	Employee-related costs	Exit and other costs	Total
Liability at December 31, 2022	\$4,145	\$494	\$4,639
Cost incurred in 2023	7,457	160	7,617
Release of accruals	(662)	(7)	(669)
Cash payments	(3,667)	(500)	(4,167)
Foreign currency translation adjustment	137	—	137
Liability at December 31, 2023	\$7,410	\$147	\$7,557
Release of accruals	(941)	(52)	(993)
Cash payments	(5,898)	(94)	(5,992)
Foreign currency translation adjustment	(263)	(1)	(264)
Liability at December 31, 2024	\$308	\$—	\$308

No further charges related to this program are expected to be incurred in 2025.

7. Short-Term Investments

Short-term investments are highly liquid deposits and fixed-income securities denominated in U.S. dollars and euros due from financial and nonfinancial institutions. As of December 31, 2024 and 2023, short-term investments were as follows:

(in thousands)	2024	2023
Money market deposits	\$380,584	\$308,675
Commercial paper	108,853	81,023
Total short-term investments	\$489,437	\$389,698

Money market deposits are interest-bearing deposit accounts, valued at cost with interest income accrued as earned. All instruments are classified as current assets in the accompanying balance sheet as they have an original maturity of less than one year. Interest income is determined using the effective interest rate method.

Investments in commercial paper, a marketable debt security, are classified as available for sale investments and are carried at amortized cost, which approximates fair market value. Interest income is calculated and accrued using the effective interest method.

8. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets are summarized as follows as of December 31, 2024 and 2023:

(in thousands)	Notes	2024	2023
Income taxes receivable	(17)	\$46,563	\$60,639
Prepaid expenses		41,772	44,854
Other receivables		31,326	38,177
Fair value of derivative instruments	(14)	23,604	43,230
Value added tax		17,291	19,911
Contract assets	(4)	14,525	15,039
Cash collateral	(14)	3,246	87,666
Total prepaid expenses and other current assets		\$178,327	\$309,516

9. Property, Plant and Equipment

Property, plant and equipment as of December 31, 2024 and 2023 were as follows:

(in thousands)	Estimated useful lives (in years)	2024	2023
Land		\$24,937	\$26,239
Buildings and improvements	up to 60	381,506	382,836
Machinery and equipment	3-15	284,161	309,930
Computer software	3-20	274,844	267,572
Furniture and office equipment	3-10	78,332	91,247
Construction in progress		226,155	203,978
Total property, plant and equipment		1,269,935	1,281,802
Less: Accumulated depreciation and amortization		(516,324)	(516,765)
Total property, plant and equipment, net		\$753,611	\$765,037

During 2024, we incurred impairments in connection with the program discussed in Note 6 "Exit Costs and Impairments."

For the year ended December 31, 2024, construction in progress primarily includes amounts related to projects to expand production lines and increase capacity of manufacturing as well as ongoing software development projects. For the years ended December 31, 2024 and 2023, interest capitalized in connection with these projects totaled \$2.6 million and \$1.2 million, respectively. No significant interest was capitalized for the year ended December 31, 2022.

For the years ended December 31, 2024, 2023 and 2022, depreciation and amortization expense totaled \$91.5 million, \$85.6 million and \$89.5 million, respectively. For the years ended December 31, 2024, 2023 and 2022, amortization related to computer software to be sold, leased or marketed totaled \$13.0 million, \$11.7 million and \$10.8 million, respectively. As of December 31, 2024 and 2023, the unamortized balance of computer software to be sold, leased or marketed was \$106.9 million and \$97.9 million, respectively.

Repairs and maintenance expense was \$17.8 million, \$19.3 million and \$16.8 million in 2024, 2023 and 2022, respectively.

10. Investments

Non-Marketable Investments

We have made strategic investments in certain privately-held companies without readily determinable market values.

Non-Marketable Investments Accounted for Under the Equity Method

A summary of our non-marketable investments accounted for as equity method investments and included in other long-term assets in the accompanying consolidated balance sheets is as follows:

	Ownership		Equity investments as of December 31,	Share of income (loss) for the years ended December 31,
(in thousands)	percentage	2024	2023	2024	2023	2022
TVM Life Science Ventures III	3.10 %	\$11,807	\$7,198	\$1,916	\$947	(\$901)
PreAnalytiX GmbH	50.00 %	3,965	3,422	4,344	4,977	4,377
Suzhou Fuda Business Management and Consulting Partnership	33.67 %	2,469	2,581	(44)	49	—
Apis Assay Technologies Ltd	19.90 %	—	2,408	(433)	(1,694)	389
Actome GmbH	12.50 %	—	586	(163)	(216)	(201)
Hombrechtikon Systems Engineering AG(1)	19.00 %	(193)	(275)	100	100	94
Total		\$18,048	\$15,920	\$5,720	\$4,163	\$3,758

(1) This investment is included in other long-term liabilities in the accompanying consolidated balance sheet as of December 31, 2024 to the extent that we are committed to fund losses.

During 2024, impairment charges totaling \$2.4 million were recorded in other (expense) income, net in the accompanying consolidated statement of income. The investments in Apis Assay Technologies Ltd and Actome GmbH were fully impaired due to adverse changes in the investees' solvency indicating that the carrying value was no longer recoverable.

TVM Life Science Ventures III (TVM) is a limited partnership and we account for our 3.1% investment under the equity method as we have the ability to exercise significant influence over the limited partnership. This investment is valued at net asset value (NAV) reported by the counterparty, adjusted as necessary. During the years ended December 31, 2024, 2023 and 2022, we made cash payments to TVM of \$2.7 million, \$2.4 million and \$1.1 million, respectively. As of December 31, 2024, our remaining unfunded commitment to TVM was \$4.1 million through 2029. We do not have the right to redeem these funds under the normal course of operations of this partnership.

During the years ended December 31, 2024, 2023 and 2022, dividends received from PreAnalytix GmbH totaled \$3.6 million, \$9.1 million and \$7.5 million, respectively. These dividends are a return on investment and therefore classified as

cash flows from operating activities and included in other items, net including fair value changes in derivatives in the accompanying consolidated statements of cash flows.

As of December 31, 2024, four of our equity method investments are variable interest entities and we are not the primary beneficiary as we do not hold the power to direct the activities that most significantly impact the economic performance. Therefore, these investments are not consolidated. As of December 31, 2024, these investments had a total net carrying value of \$11.6 million, of which \$11.8 million, representing our maximum exposure to loss, is included in other long-term assets and \$0.2 million is included in other long-term liabilities in the accompanying consolidated balance sheet. As of December 31, 2023, these investments totaled \$9.9 million, of which \$10.2 million is included in other long-term assets and \$0.3 million is included in other long-term liabilities in the accompanying consolidated balance sheet.

Non-Marketable Investments Not Accounted for Under the Equity Method

At December 31, 2024 and 2023, we had investments in non-publicly traded companies that do not have readily determinable fair values with carrying amounts that totaled \$4.3 million and \$4.4 million, respectively, which are included in other long-term assets. These investments are measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. Changes resulting from impairment and observable price changes are recognized in the statements of income during the period the change is identified.

The changes in non-marketable investments not accounted for under the equity method for the years ended December 31, 2024 and 2023 are as follows:

(in thousands)	2024	2023
Balance at beginning of year	\$4,435	\$5,329
Impairments	(250)	(4,158)
Cash investments in equity securities, net	342	491
Shares received in exchange for services performed	—	2,604
Foreign currency translation adjustments	(244)	169
Balance at end of year	\$4,283	\$4,435

Impairments during 2024 and 2023 were recorded to other (expense) income, net in the accompanying consolidated statements of income. In 2024, an investment value declined following an observable change in price of the underlying investment and in 2023, there was an adverse change in an investee's solvency that indicated that the carrying value was no longer recoverable.

11. Goodwill and Intangible Assets

The following sets forth the intangible assets by major asset class as of December 31, 2024 and 2023:

(in thousands)	Weighted average life (in years)	Gross carrying amount	2024 Accumulated amortization	Gross carrying amount	2023 Accumulated amortization
Amortized intangible assets:
Patent and license rights	9.94	\$169,436	(\$125,465)	\$202,785	(\$127,163)
Developed technology	11.20	646,554	(414,699)	798,571	(447,989)
Customer base, trademarks, and non-compete agreements	11.97	180,887	(152,898)	212,285	(173,438)
Total amortized intangible assets	11.13	\$996,877	(\$693,062)	\$1,213,641	(\$748,590)
Unamortized intangible assets:
In-process research and development		\$—		\$61,770
Goodwill		2,425,418		2,475,732
Total unamortized intangible assets		\$2,425,418		\$2,537,502

In 2024 and 2023, fully amortized intangible assets with a gross carrying amount of \$93.7 million and \$87.3 million, respectively, were retired.

During 2024, \$6.4 million of in-process research and development was completed and transferred to developed technology to be amortized over the estimated useful life of the asset and \$55.0 million of in-process research and development was impaired in connection with the discontinuation of NeuMoDx, further discussed in Note 6 "Exit Costs and Impairments."

The changes in intangible assets, net excluding goodwill for the years ended December 31, 2024 and 2023 are as follows:

(in thousands)	2024	2023
Balance at beginning of year	\$526,821	\$544,796
Additions	3,496	11,077
Additions from acquisitions	—	58,000
Amortization	(84,869)	(93,755)
Impairments	(135,274)	—
Foreign currency translation adjustments	(6,359)	6,703
Balance at end of year	\$303,815	\$526,821

In 2024, \$135.3 million of intangible assets were impaired in connection with the discontinuation of NeuMoDx, further discussed in Note 6 "Exit Costs and Impairments."

Amortization expense on intangible assets totaled approximately \$84.9 million, \$93.8 million and \$93.7 million, respectively, for the years ended December 31, 2024, 2023 and 2022. Amortization of intangibles for the next five years for the years ended December 31 is expected to be approximately:

(in thousands)
2025	\$67,207
2026	\$59,803
2027	\$54,138
2028	\$47,082
2029	\$17,181

Cash paid for purchases of intangible assets during the year ended December 31, 2024 totaled \$4.1 million, of which \$3.5 million is related to current year cash payments for intangible assets, \$0.4 million is related to current year payments for assets that were accrued as of December 31, 2023 and \$0.2 million is for prepayments recorded in other long-term assets in the accompanying balance sheet.

Cash paid for purchases of intangible assets during the year ended December 31, 2023 totaled \$13.1 million which includes \$10.8 million of cash paid for current year additions and \$2.3 million of payments for assets that were accrued as of December 31, 2022.

The changes in goodwill for the years ended December 31, 2024 and 2023 are as follows:

Balance at end of year	\$2,425,418	\$2,475,732
Foreign currency translation adjustments	(50,314)	32,377
Purchase adjustments	—	(4,350)
Business combinations	—	95,136
Balance at beginning of year	\$2,475,732	\$2,352,569
(in thousands)	2024	2023

During 2024, the change in goodwill due to foreign currency translation adjustments resulted from changes in the exchange rates of the euro, Swiss franc and Australian dollar. The changes in goodwill during 2023 resulted from the January 2023 acquisition of Verogen, Inc. and foreign currency translation adjustments from rate movements in the euro, Swiss franc and British pound.

12. Leases

We have operating leases primarily for real estate. The leases generally have terms which range from one to 20 years, some include options to extend or renew, and some include options to early terminate the leases. As of December 31, 2024 and 2023, options to early terminate have not been recognized as part of the right-of-use assets and lease liabilities.

Operating leases can contain variable lease charges based on an index like consumer prices or rates. During the years ended December 31, 2024 and 2023, amounts recorded as variable lease payments not included in the operating lease liability were not material.

When the interest rate implicit in each lease is not readily determinable, we apply our incremental borrowing rate in determining the present value of lease payments. All operating lease expense is recognized on a straight-line basis over the lease term. For the years ended December 31, 2024 and 2023, we recognized \$30.6 million and \$28.6 million in total lease costs, respectively.

Supplemental balance sheet and other information related to operating leases as of December 31, 2024 and 2023 are as follows:

(in thousands, except lease term and discount rate)	Location in consolidated balance sheet	2024	2023
Operating lease right-of-use assets	Other long-term assets	\$116,238	\$105,240

Current operating lease liabilities	Accrued and other current liabilities	\$24,335	\$22,268
Long-term operating lease liabilities	Other long-term liabilities	\$96,658	\$79,063

Weighted average remaining lease term		7.38 years	6.80 years
Weighted average discount rate		3.31%	2.85%

Supplemental cash flow information related to operating leases for the years ended December 31, 2024 and 2023 is as follows:

(in thousands)	2024	2023
Cash paid for operating leases included in cash flows from operating activities	\$27,306	\$29,300
Operating lease right-of-use assets obtained in exchange for lease obligations	\$44,219	\$30,911

Future operating lease payments as of December 31, 2024 are as follows:

Years ending December 31, (in thousands)
2025	\$27,056
2026	23,052
2027	19,156
2028	14,535
2029	9,216
Thereafter	42,327
Total lease payments	135,342
Less: Imputed interest	(14,349)
Total	\$120,993

As of December 31, 2024, we had entered into an operating lease agreement for a research and development and manufacturing facility that commences in 2025. The lease involves future undiscounted lease payments totaling \$31.4 million over 21 years.

We had not entered into any material finance leases as of December 31, 2024 and 2023.

13. Accrued and Other Current Liabilities

Accrued and other current liabilities at December 31, 2024 and 2023 consist of the following:

(in thousands)	Notes	2024	2023
Payroll and related accruals		\$85,579	\$81,377
Other liabilities	(6)	82,671	62,819
Deferred revenue	(4)	70,827	66,432
Accrued expenses		51,673	70,007
Income taxes payable	(17)	24,946	12,475
Operating lease liabilities	(12)	24,335	22,268
Accrued contingent consideration and milestone payments	(15)	20,650	18,359
Cash collateral	(14)	16,790	5,440
Fair value of derivative instruments	(14)	13,753	49,774
Accrued interest on long-term debt	(16)	10,554	8,518
Accrued royalties	(20)	5,098	9,699
Total accrued and other current liabilities		\$406,876	\$407,168

14. Derivatives and Hedging

Objective and Strategy

In the ordinary course of business, we use derivative instruments, including swaps, forwards and/or options, to manage potential losses from foreign currency exposures and interest-bearing assets or liabilities. The principal objective of such derivative instruments is to minimize the risks and/or costs associated with our global financial and operating activities. We do not utilize derivative or other financial instruments for trading or other speculative purposes. We recognize all derivatives as either assets or liabilities on the balance sheet on a gross basis, measure those instruments at fair value and recognize the change in fair value in earnings in the period of change, unless the derivative qualifies as an effective hedge that offsets certain exposures. We have agreed with almost all of our counterparties with whom we had entered into crosscurrency swaps, interest rate swaps or foreign exchange contracts, to enter into bilateral collateralization contracts under which we will receive or provide cash collateral, as the case may be, for the net position with each of these counterparties. As of December 31, 2024, cash collateral positions consisted of \$16.8 million recorded in accrued and other current liabilities and \$3.2 million recorded in prepaid expenses and other current assets in the accompanying consolidated balance sheet. As of December 31, 2023, we had cash collateral positions consisting of \$5.4 million recorded in accrued and other current liabilities and \$87.7 million recorded in prepaid expenses and other current assets in the accompanying consolidated balance sheet.

Non-Derivative Hedging Instrument

Net Investment Hedge

We are party to a foreign currency non-derivative hedging instrument that is designated and qualifies as a net investment hedge. The objective of the hedge is to protect part of the net investment in foreign operations against adverse changes in the exchange rate between the euro and the U.S. dollar. The non-derivative hedging instrument is the German private corporate bond (2017 Schuldschein) which was issued in 2017 in both U.S. dollars and euros for a total of \$331.1 million as described in Note 16 "Debt." Of the \$331.1 million, €109.5 million remained outstanding and designated as the hedging instrument as of December 31, 2023 against a portion of our euro net investments in our foreign operations. As further described in Note 16, two tranches of the 2017 Schuldschein matured and were paid in June 2024. As a result, as of December 31, 2024, €14.5 million remained designated as a hedging instrument. In July 2022, we issued an additional €370.0 million German private corporate bond (2022 Schuldschein) as described in Note 16, and it is designated in its entirety as the hedging instrument against a portion of our euro net investments in our foreign operations. The relative changes in both the hedged item and hedging instrument are calculated by applying the change in spot rate between two assessment dates against the respective notional amount. The effective portion of the hedge is recorded in the cumulative translation adjustment account within accumulated other comprehensive loss. Based on the spot rate method, the unrealized loss recorded in equity as of December 31, 2024 and 2023 is \$10.7 million and \$35.2 million, respectively.

Since we are using the debt as the hedging instrument, which is also remeasured based on the spot rate method, there is no hedge ineffectiveness related to the net investment hedge as of December 31, 2024 and 2023.

Derivatives Designated as Hedging Instruments

Cash Flow Hedges

As of December 31, 2024 and 2023, we held derivative instruments that are designated and qualify as cash flow hedges, where the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive loss and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings. To date, we have not recorded any hedge ineffectiveness related to any cash flow hedges in earnings. Based on their valuation as of December 31, 2024, we expect approximately \$0.9 million of derivative gains included in accumulated other comprehensive loss will be reclassified into income during the next 12 months. The cash flows derived from derivatives are classified in the consolidated statements of cash flows in the same category as the hedged item.

We use interest rate derivative contracts to align our portfolio of interest-bearing assets and liabilities with our risk management objectives. Since 2015, we have been a party to five cross-currency interest rate swaps through 2025 for a total notional amount of €180.0 million which qualify for hedge accounting as cash flow hedges. In September 2022, we entered into five cross-currency interest rate swaps through 2025 for a total notional amount of CHF 542.0 million which qualify for hedge accounting as cash flow hedges. In November 2024, we settled these cross-currency interest rate swaps and as a result, reclassified \$5.4 million of derivative losses included in accumulated other comprehensive loss to income in other (expense) income, net in the accompanying consolidated statement of income. In November 2024, we entered into eight new cross-currency interest rate swaps with various maturities through 2026 for a total notional amount of CHF 280.0 million which qualify for hedge accounting as cash flow hedges.

We determined that no ineffectiveness exists related to the remaining swaps. As of December 31, 2024 and 2023, interest receivables of \$3.2 million and \$8.4 million, respectively, are recorded in prepaid expenses and other current assets in the accompanying consolidated balance sheets.

Derivatives Not Designated as Hedging Instruments

Call Options

Prior to 2024, we entered into Call Options which, along with the sale of the Warrants, represent the Call Spread Overlay entered into in connection with the Cash Convertible Notes which were due in 2023 and 2024 and which are more fully described in Note 16 "Debt." As of December 31, 2024, all remaining call options had expired unexercised. In these transactions, the Call Options addressed the equity price risk inherent in the cash conversion feature of each instrument by offsetting cash payments in excess of the principal amount due upon any conversion of the cash convertible notes. Accordingly, the derivative was presented as either current or long-term based upon the classification of the related debt.

Aside from the initial payment of premiums for the Call Options, we were not required to make any cash payments under the Call Options. We were, however, entitled to receive under the terms of the Call Options, an amount of cash generally equal to the amount by which the market price per share of our common stock exceeded the exercise price of the Call Options during the relevant valuation period. The exercise price under the Call Options was equal to the conversion price of the cash convertible notes.

The Call Options, for which our common stock was the underlying security, were derivative assets that required mark-tomarket accounting treatment. The Call Options were measured and reported at fair value on a recurring basis within Level 2 of the fair value hierarchy. The change in fair value was recognized immediately in our consolidated statements of income in other (expense) income, net.

Cash Convertible Notes Embedded Cash Conversion Option

The embedded cash conversion option within the Cash Convertible Notes due 2023 and 2024 discussed in Note 16 "Debt" was required to be separated from the cash convertible notes and accounted for separately as a derivative liability, with changes in fair value reported in our consolidated statements of income in other (expense) income, net until the cash conversion option settled or expired. The embedded cash conversion option was measured and reported at fair value on a recurring basis within Level 2 of the fair value hierarchy.

Because the terms of the cash convertible notes' embedded cash conversion option were substantially similar to those of the Call Options, discussed above, we expected the effect on earnings from these two derivative instruments to mostly offset each other. In November 2024, the Cash Convertible Notes due 2024 were repaid at maturity, and the related Call Options expired unexercised as described in Note 16, resulting in a \$1.4 million gain recognized in other (expense) income, net in the accompanying consolidated statement of income. In September 2023, the Cash Convertible Notes due 2023 and the related Call Options have been settled as described in Note 16, and we recognized a gain of \$0.9 million in other (expense) income, net in the accompanying consolidated statement of income.

Foreign Exchange Contracts

As a globally active enterprise, we are subject to risks associated with fluctuations in foreign currencies in our ordinary operations. This includes foreign currency-denominated receivables, payables, debt and other balance sheet positions including intercompany items. We manage balance sheet exposure on a group-wide basis using foreign exchange forward contracts, foreign exchange options and cross-currency swaps.

We are party to various foreign exchange forward, option and swap arrangements which had an aggregate notional value of \$645.7 million at December 31, 2024 and expire at various dates through July 2025. At December 31, 2023, these arrangements had an aggregate notional value of \$590.9 million, which expired at various dates through September 2024. The transactions have been entered into to offset the effects from short-term balance sheet exposure to foreign currency exchange risk. Changes in the fair value of these arrangements have been recognized in other (expense) income, net.

Fair Values of Derivative Instruments

The following tables summarize the fair value amounts of derivative instruments reported in the consolidated balance sheets as of December 31, 2024 and 2023:

		2024		2023
(in thousands)	Current asset	Long-term asset	Current asset	Long-term asset
Assets:
Derivative instruments designated as hedges
Interest rate contracts - cash flow hedge(1)	\$17,843	\$3,174	\$—	\$3,083
Total derivative instruments designated as hedges	17,843	3,174	—	3,083

Undesignated derivative instruments
Equity options	—	—	39,759	—
Foreign exchange forwards and options	5,761	—	3,471	—
Total undesignated derivative instruments	5,761	—	43,230	—
Total derivative assets	\$23,604	\$3,174	\$43,230	\$3,083

		2024		2023
(in thousands)	Current liability	Long-term liability	Current liability	Long-term liability
Liabilities:
Derivative instruments designated as hedges
Interest rate contracts - cash flow hedge(1)	\$—	\$—	\$—	(\$98,908)
Total derivative instruments designated as hedges	—	—	—	(98,908)

Undesignated derivative instruments
Cash convertible notes embedded conversion option	—	—	(39,830)	—
Foreign exchange forwards and options	(13,752)	—	(9,944)	—
Total undesignated derivative instruments	(13,752)	—	(49,774)	—
Total derivative liabilities	(\$13,752)	\$—	(\$49,774)	(\$98,908)

(1) The fair value amounts for the interest rate contracts do not include accrued interest.

Gains and Losses on Derivative Instruments

The following tables summarize the gains and losses on derivative instruments for the years ended December 31, 2024, 2023 and 2022:

	2024	2023	2022
(in thousands)	Other (expense) income, net	Other (expense) income, net	Other (expense) income, net
Total amounts presented in the Consolidated Statements of Income in which the effects of cash flow and fair value hedges are recorded	(\$739)	(\$5,711)	\$6,741
Gains (losses) on derivatives in cash flow hedges:
Interest rate contracts
Amount of (loss) gain reclassified from accumulated other comprehensive loss	(\$24,689)	\$66,600	\$21,940
Amounts excluded from effectiveness testing	—	—	—
Gains (losses) on derivatives in fair value hedges:
Interest rate contracts
Hedged item	—	—	1,971
Derivatives designated as hedging instruments	—	—	(1,971)
Gains (losses) on derivatives not designated as hedging instruments:
Equity options	(39,759)	(182,011)	(130,801)
Cash convertible notes embedded cash conversion option	39,830	182,802	131,227
Foreign exchange forwards and options	(8,399)	(8,610)	72,641
Total (losses) gains on derivative instruments	(\$33,017)	\$58,781	\$95,007

15. Financial Instruments and Fair Value Measurements

Assets and liabilities are measured at fair value according to a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows:

Level 1. Observable inputs, such as quoted prices in active markets;
Level 2. Inputs, other than the quoted price in active markets, that are observable either directly or indirectly; and
Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The following table presents our fair value hierarchy for our financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2024 and 2023:

				2024				2023
(in thousands)	Level 1	Level 2	Level 3	Total	Level 1	Level 2	Level 3	Total
Assets:
Cash equivalents	\$399,917	\$—	\$—	\$399,917	\$481,360	\$9,982	\$—	\$491,342
Short-term investments	—	—	—	—	—	81,023	—	81,023
Non-marketable equity securities	—	—	4,283	4,283	—	—	4,435	4,435
Equity options	—	—	—	—	—	39,759	—	39,759
Foreign exchange forwards and options	—	5,761	—	5,761	—	3,471	—	3,471
Interest rate contracts - cash flow hedge	—	21,017	—	21,017	—	3,083	—	3,083
Total financial assets	\$399,917	\$26,778	\$4,283	\$430,978	\$481,360	\$137,318	\$4,435	\$623,113
Liabilities:
Cash convertible notes embedded conversion option	\$—	\$—	\$—	\$—	\$—	(\$39,830)	\$—	(\$39,830)
Foreign exchange forwards and options	—	(13,752)	—	(13,752)	—	(9,944)	—	(9,944)
Interest rate contracts - cash flow hedge	—	—	—	—	—	(98,908)	—	(98,908)
Contingent consideration	—	—	(20,650)	(20,650)	—	—	(18,359)	(18,359)
Total financial liabilities	\$—	(\$13,752)	(\$20,650)	(\$34,402)	\$—	(\$148,682)	(\$18,359)	(\$167,041)

The carrying values of financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and other accrued liabilities, approximate their fair values due to their short-term maturities.

Our assets and liabilities measured at fair value on a recurring basis consist of cash equivalents and short-term investments, which are classified in Level 1 and Level 2 of the fair value hierarchy; derivative contracts used to hedge currency and interest rate risk and derivative financial instruments entered into in connection with the cash convertible notes discussed in Note 16 "Debt," which are classified in Level 2 of the fair value hierarchy; contingent consideration accruals, which are classified in Level 3 of the fair value hierarchy; and non-marketable equity securities remeasured during the years ended December 31, 2024 and 2023 classified within Level 3 in the fair value hierarchy. There were no transfers between levels for the year ended December 31, 2024.

In determining fair value for Level 2 instruments, we apply a market approach using quoted active market prices relevant to the particular instrument under valuation, giving consideration to the credit risk of both the respective counterparty to the contract and the Company. To determine our credit risk, we estimated our credit rating by benchmarking the price of outstanding debt to publicly-available comparable data from rated companies. Using the estimated rating, our credit risk was quantified by reference to publicly traded debt with a corresponding rating. The Level 2 derivative financial instruments included the Call Options asset and the embedded conversion option liability on the cash convertible notes. See Note 16 "Debt" and Note 14 "Derivatives and Hedging" for further information. The derivatives were not actively traded and were valued based on an option pricing model that used observable market data for inputs. Significant market data inputs used to determine fair values included our common stock price, the risk-free interest rate and the implied volatility of our common stock. The Call Options asset and the embedded cash conversion option liability were designed with the intent that changes in their fair values would substantially offset, with limited net impact to our earnings. Therefore, the sensitivity of changes in the unobservable inputs to the option pricing model for such instruments was substantially mitigated.

Our Level 3 instruments include non-marketable equity security investments. Under the measurement alternative, the carrying value is measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer. Adjustments are determined primarily based on a market approach as of the transaction date. Refer to Note 10 "Investments" for the change in non-marketable equity securities with Level 3 inputs during the years ended December 31, 2024 and 2023.

Our Level 3 instruments also include contingent consideration liabilities. We value contingent consideration liabilities using unobservable inputs, applying the income approach, such as the discounted cash flow technique or the probabilityweighted scenario method. Contingent consideration arrangements obligate us to pay the sellers of an acquired entity if specified future events occur or conditions are met, such as the achievement of technological or revenue milestones. We use various key assumptions, such as the probability of achievement of the milestones (0% to 100%) and the discount rate

(between 6.5% and 6.6%), to represent the non-performing risk factors and time value when applying the income approach. We regularly review the fair value of the contingent consideration and reflect any change in the accrual in the consolidated statements of income in the line items commensurate with the underlying nature of milestone arrangements.

In connection with a previous business combination, we have contingent consideration liabilities with Level 3 inputs. The following table summarizes the activity for the years ended December 31, 2024 and 2023:

(in thousands)	2024	2023
Balance at beginning of year	(\$18,359)	(\$18,088)
Changes in fair value	(2,291)	(271)
Balance at end of year	(\$20,650)	(\$18,359)

As of December 31, 2024 and 2023, \$20.7 million and \$18.4 million, respectively, was accrued for contingent consideration and is included in accrued and other current liabilities in the accompanying consolidated balance sheets.

The estimated fair value of long-term debt, as disclosed in Note 16 "Debt," was based on current interest rates for similar types of borrowings. The estimated fair values may not represent actual values of the financial instruments that could be realized as of the balance sheet date or that will be realized in the future.

The fair values of the financial instruments are presented in Note 16 "Debt" and were determined as follows:

Convertible Notes: Fair value is based on an estimation using available over-the-counter market information on the Convertible Notes due in 2027 and 2031.

German Private Placements: Fair value is based on an estimation using changes in the euro swap rates.

There were no adjustments in the years ended December 31, 2024 and 2023 for nonfinancial assets or liabilities required to be measured at fair value on a nonrecurring basis.

16. Debt

At December 31, 2024 and 2023, total long-term debt, net of debt issuance costs of \$7.9 million and \$4.0 million, respectively, consists of the following:

(in thousands)	2024	2023
1.000% Senior Unsecured Cash Convertible Notes due 2024	\$—	\$483,019
0.000% Senior Unsecured Convertible Notes due 2027	498,402	497,869
2.500% Senior Unsecured Convertible Notes due 2031	494,421	—
German Private Placement (2017 Schuldschein)	15,050	120,956
German Private Placement (2022 Schuldschein)	383,675	407,950
Total long-term debt	1,391,548	1,509,794
Less: Current portion	53,481	587,970
Long-term portion	\$1,338,067	\$921,824

The notes are all unsecured obligations that rank pari passu.

Repayments of long-term debt for the years ended December 31, 2024, 2023 and 2022 consisted of:

(in thousands)	2024	2023	2022
German Private Placement (2017 Schuldschein)	\$101,536	\$—	\$153,003
1.000% Senior Unsecured Cash Convertible Notes due 2024	500,000	—	—
0.500% Senior Unsecured Cash Convertible Notes due 2023	—	400,000	—
3.75% Series B Senior Notes due October 16, 2022	—	—	300,000
3.90% Series C Senior Notes due October 16, 2024	—	—	27,000
Total repayment of long-term debt	\$601,536	\$400,000	\$480,003

The principal amount, carrying amount and fair values of long-term debt instruments as of December 31, 2024 and 2023 are summarized below:

					2024
	Principal	Unamortized debt discount and	Carrying		Fair value
(in thousands)	amount	issuance costs	amount	Amount	Leveling
Convertible Notes due 2027	\$500,000	(\$1,598)	\$498,402	\$475,835	Level 1
Convertible Notes due 2031	500,000	(5,579)	494,421	511,150	Level 1
German Private Placement (2017 Schuldschein)	15,069	(19)	15,050	14,560	Level 2
German Private Placement (2022 Schuldschein)	384,393	(718)	383,675	380,180	Level 2
	\$1,399,462	(\$7,914)	\$1,391,548	\$1,381,725

2023

	Principal	Unamortized debt discount and	Carrying		Fair value
(in thousands)	amount	issuance costs	amount	Amount	Leveling
Cash Convertible Notes due 2024	\$500,000	(\$16,981)	\$483,019	\$513,500	Level 1
Convertible Notes due 2027	500,000	(2,131)	497,869	453,185	Level 1
German Private Placement (2017 Schuldschein)	121,009	(53)	120,956	118,978	Level 2
German Private Placement (2022 Schuldschein)	408,846	(896)	407,950	401,684	Level 2
	\$1,529,855	(\$20,061)	\$1,509,794	\$1,487,347

Future maturities of long-term debt stated at the carrying values as of December 31, 2024 are as follows:

Years ending December 31, (in thousands)
2025	\$53,481
2026	—
2027	608,380
2028	—
2029	145,189
Thereafter	584,498
	\$1,391,548

Interest expense on long-term debt was \$42.6 million, \$52.4 million and \$55.1 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Interest expense for the years ended December 31, 2024, 2023 and 2022 related to the 2031 Notes, 2027 Notes and cash convertible notes was comprised of the following:

(in thousands)	2024	2023	2022
Coupon interest	\$8,604	\$4,169	\$7,000
Amortization of original issuance discount	16,075	27,341	30,170
Amortization of debt issuance costs	1,690	2,328	2,593
Total interest expense related to the convertible notes	\$26,369	\$33,838	\$39,763

Convertible Notes due 2031

On September 10, 2024, we issued 2.50% convertible notes in an aggregate principal amount of \$500.0 million with a maturity date of September 10, 2031 (2031 Notes). The 2031 Notes carry interest of 2.50% per annum payable semiannually in arrears. The net proceeds of the 2031 Notes totaled \$494.2 million, after debt issuance costs of \$5.8 million. Debt issuance costs are amortized to interest expense over the term of the 2031 Notes. The effective interest rate of the 2031 Notes is 2.68%.

The 2031 Notes are convertible into common shares based on an initial conversion rate, subject to adjustment, of 3,124.3702 shares per \$200,000 principal amount of notes (which represents an initial conversion price of \$64.0129 per share or 7.8 million underlying shares). Following the January 2025 synthetic share repurchase discussed in Note 18 "Equity," the adjusted conversion rate became 3,123.9066 shares per \$200,000 principal amount of notes, which represents an adjusted conversion price per share of \$64.0224. At conversion, we will settle the 2031 Notes by repaying the principal portion in cash and any excess of the conversion value over the principal amount in common shares.

The 2031 Notes may be redeemed at the option of each noteholder at their principal amount on September 10, 2029 or in connection with a change of control or delisting event.

The 2031 Notes are convertible in whole, but not in part, at the option of the noteholders on a net share settlement basis, at the prevailing conversion price, in the following circumstances beginning after October 21, 2024 through March 9, 2031:

if the daily volume-weighted average trading price of our common shares for at least 20-consecutive trading days during a period of 30-consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 150% of the applicable conversion price on each such trading day; or
if we undergo certain fundamental changes, including a change of control or delisting event, as defined in the agreement; or
if a parity event or trading price unavailability event, as the case may be, occurs during the period of 10 days, commencing on and including the first business day following the relevant trading price notification date; or
if we distribute assets or property to all or substantially all of the holders of our common shares and those assets or other property have a value of more than 25% of the average daily volume-weighted average trading price of our common shares for the prior 20 consecutive trading days; or
in case of early redemption in respect of the outstanding notes at our option, where the conversion date falls in the period from (and including) the date on which the call notice is published to (and including) the 45th business day prior to the redemption date; or
if we experience certain customary events of default, including defaults under certain other indebtedness, until such event of default has been cured or waived; or
if an acquisition of control occurs, where the conversion date falls in the period from (and including) the date on which the acquisition notice is published to the record date established in connection with the acquisition of control, established to be no less than 40 days and no more than 60 days from acquisition notice; or
if a take-over bid is published, where the conversion date falls in the period from (and including) the date of notice of the take-over bid to the last day of the applicable legal acceptance period.

The noteholders may convert their notes at any time, without condition, during the period beginning on March 10, 2031 and ending on the 45th business day prior to September 10, 2031.

No contingent conversion conditions were triggered for the 2031 Notes as of December 31, 2024.

Convertible Notes due 2027

On December 17, 2020, we issued zero coupon convertible notes in an aggregate principal amount of \$500.0 million with a maturity date of December 17, 2027 (2027 Notes). The 2027 Notes carry no coupon interest. The net proceeds of the 2027 Notes totaled \$497.6 million, after payment of debt issuance costs of \$3.7 million.

In accounting for the issuance of the 2027 Notes in 2020 prior to the adoption of ASU 2020-06, we separated the 2027 Notes into liability and equity components. We allocated \$445.9 million of the 2027 Notes to the liability component, representing the fair value of a similar debt instrument that does not have an associated convertible feature; and \$54.1 million to the equity component, representing the conversion option, which did not meet the criteria for separate accounting as a derivative as it is indexed to our own stock. ASU 2020-06 was adopted on January 1, 2021, and this resulted in a decrease of \$54.1 million to additional paid-in capital and an increase of \$0.3 million to retained earnings for the conversion feature related to the liability for the 2027 Notes.

The effective interest rate of the 2027 Notes is 1.65%, which is imputed based on the amortization of the fair value of the embedded conversion option over the remaining term of the 2027 Notes.

The 2027 Notes are convertible into common shares based on an initial conversion rate, subject to adjustment, of 2,477.65 shares per \$200,000 principal amount of notes (which represented an initial conversion price of \$80.7218 per share or 6.2 million underlying shares). The conversion rate was adjusted to 2,475.26 following the January 2024 synthetic share repurchase, and following the January 2025 synthetic share repurchase discussed in Note 18 "Equity," the conversion rate was further adjusted to 2,474.89 shares per \$200,000 principal amount of notes, which represents an adjusted conversion price per share of \$80.8116. At conversion, we will settle the 2027 Notes by repaying the principal portion in cash and any excess of the conversion value over the principal amount in common shares.

The notes may be redeemed at the option of each noteholder at their principal amount on December 17, 2025 or in connection with a change of control or delisting event (as further described in the 2027 Notes).

The 2027 Notes are convertible in whole, but not in part, at the option of the noteholders on a net share settlement basis, at the prevailing conversion price, in the following circumstances beginning after January 27, 2021 through June 16, 2027:

if the last reported sale price of our common shares for at least 20-consecutive trading days during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; or
if we undergo certain fundamental changes, including a change of control, as defined in the agreement; or
if a parity event or trading price unavailability event, as the case may be, occurs during the period of 10 days, including the first business day following the relevant trading price notification date; or
if we distribute assets or property to all or substantially all of the holders of our common shares and those assets or other property have a value of more than 25% of the average daily volume-weighted average trading price of our common shares for the prior 20 consecutive trading days; or
in case of early redemption in respect of the outstanding notes at our option, where the conversion date falls in the period from (and including) the date on which the call notice is published to (and including) the 45th business day prior to the redemption date; or
if we experience certain customary events of default, including defaults under certain other indebtedness, until such event of default has been cured or waived.

The noteholders may convert their notes at any time, without condition, on or after June 17, 2027 until the 45th business day prior to December 17, 2027.

No contingent conversion conditions were triggered for the 2027 Notes as of December 31, 2024 or December 31, 2023.

Cash Convertible Notes due 2023 and 2024

In November 2024, we repaid at maturity \$500.0 million of Cash Convertible Senior Notes (2024 Notes) that had been issued on November 13, 2018 with net proceeds of \$468.9 million after payment of the net cost of the Call Spread Overlay and transaction costs.

In September 2023, we repaid at maturity \$400.0 million of Cash Convertible Senior Notes (2023 Notes) that had been issued on September 13, 2017 with net proceeds of \$365.6 million after payment of the net cost of the Call Spread Overlay and transaction costs.

Cash Convertible Notes Call Spread Overlay

Concurrent with the issuance of the cash convertible notes, we entered into privately negotiated hedge transactions (Call Options) with, and issued warrants to purchase shares of our common stock (Warrants) to, certain financial institutions. We refer to the Call Options and Warrants collectively as the "Call Spread Overlay." The Call Options were intended to offset any cash payments payable by us in excess of the principal amount due upon any conversion of the cash convertible notes. The Call Options are derivative financial instruments and are discussed further in Note 14 "Derivatives and Hedging." The Warrants are equity instruments and are further discussed in Note 18 "Equity."

Aside from the initial payment of a premium, we will not be required to make any cash payments under the Call Options, and will be entitled to receive an amount of cash, generally equal to the amount by which the market price per share of our common shares exceeds the exercise price of the Call Options during the relevant valuation period. The exercise price under the Call Options is initially equal to the conversion price of the cash convertible notes.

In connection with the repayment of the 2023 Notes, we received \$36.8 million in cash upon the exercise of Call Options in 2023. In the same transaction, we paid \$36.8 million for the intrinsic value of the 2023 Notes' embedded conversion option. The Call Options related to the 2024 Notes expired unexercised in November 2024.

The Warrants that were issued with our cash convertible notes could have a dilutive effect to the extent that the price of our common stock exceeds the applicable strike price of the Warrants. For each Warrant that is exercised, we will deliver to the holder a number of shares of our common stock equal to the amount by which the settlement price exceeds the exercise price, plus cash in lieu of any fractional shares. We will not receive any proceeds if the Warrants are exercised. All Warrants related to the 2024 Notes and 2023 Notes expired unexercised in November 2024 and September 2023, respectively, upon maturity.

German Private Placement (2017 Schuldschein)

In 2017, we completed a German private placement bond (2017 Schuldschein) which was issued in several tranches totaling \$331.1 million due in various periods through 2027. The 2017 Schuldschein consisted of one U.S. dollar and several euro-denominated tranches. In June 2024, we repaid a total of \$101.5 million at maturity of two tranches as shown in the table below. In October 2022, we repaid \$153.0 million for four tranches that matured. The euro tranches are designated as a foreign currency non-derivative hedging instrument that qualifies as a net investment hedge as described in Note 14 "Derivatives and Hedging." Based on the spot rate method, the change in the carrying value of the euro-denominated tranches attributed to the net investment hedge as of December 31, 2024 totaled \$1.1 million of unrealized gain and is recorded in equity. We paid \$1.2 million in debt issuance costs which are being amortized through interest expense using the effective interest method over the lifetime of the notes.

A summary of the tranches is as follows:

			Carrying value (in thousands) as of December 31,
Notional amount	Interest rate	Maturity	2024	2023
€64.0 million	Fixed 1.09%	June 2024	\$—	\$70,704
€31.0 million	Floating EURIBOR + 0.7%	June 2024	—	34,247
€14.5 million	Fixed 1.61%	June 2027	15,050	16,005
			\$15,050	\$120,956

German Private Placement (2022 Schuldschein)

In July and August 2022, we completed another German private placement bond (2022 Schuldschein) which was issued in several tranches totaling €370.0 million due in various periods through 2035. The 2022 Schuldschein consists of eurodenominated tranches which have either a fixed or floating rate. All tranches except for the €70.0 million fixed 3.04% tranche due August 2035 are ESG-linked wherein the interest rate is subject to adjustment of +/- 0.025% if our ESG rating changes. The euro tranches are designated as a foreign currency non-derivative hedging instrument that qualifies as a net investment hedge as described in Note 14 "Derivatives and Hedging." Based on the spot rate method, the change in the carrying value of the euro-denominated tranches attributed to the net investment hedge as of December 31, 2024 totaled \$11.8 million of unrealized loss and is recorded in equity. We paid \$1.2 million in debt issuance costs which are being amortized through interest expense using the effective interest method over the lifetime of the notes.

A summary of the tranches is as follows:

			Carrying value (in thousands) as of December 31,
Notional amount	Interest rate	Maturity	2024	2023
€51.5 million	Floating 6M EURIBOR + 0.55%	July 2025	\$53,481	\$56,836
€62.0 million	Fixed 2.741%	July 2027	64,323	68,388
€29.5 million	Floating 6M EURIBOR + 0.70%	July 2027	30,605	32,539
€37.0 million	Fixed 3.044%	July 2029	38,371	40,803
€103.0 million	Floating 6M EURIBOR + 0.85%	July 2029	106,818	113,586
€9.5 million	Fixed 3.386%	July 2032	9,849	10,475
€7.5 million	Floating 6M EURIBOR + 1.0%	July 2032	7,776	8,269
€70.0 million	Fixed 3.04%	August 2035	72,452	77,054
			\$383,675	\$407,950

Revolving Credit Facility

Our credit facilities available and undrawn at December 31, 2024 total €413.0 million (approximately \$429.1 million). This includes a €400.0 million syndicated revolving credit facility expiring December 2029 and two other lines of credit amounting to €13.0 million with no expiration date. The €400.0 million facility can be utilized in euro and bears interest of 0.550% to 1.500% above EURIBOR, offered with interest periods of one, three or six months. The commitment fee is calculated based on 35% of the applicable margin. Commitment fees of \$0.8 million and \$0.9 million were paid for years ended December 31, 2024 and 2023, respectively. The revolving facility agreement contains certain non-financial covenants including, but not limited to, restrictions on the encumbrance of assets. We were in compliance with these covenants at December 31, 2024. The credit facilities are for general corporate purposes and no amounts were utilized at December 31, 2024.

17. Income Taxes

Income before income tax expense for the years ended December 31, 2024, 2023 and 2022 consisted of:

(in thousands)	2024	2023	2022
Pretax income in the Netherlands	\$20,624	\$63,676	\$61,431
Pretax income from foreign operations	100,523	366,133	451,170
Total income before income tax expense	\$121,147	\$429,809	\$512,601

Income tax expense for the years ended December 31, 2024, 2023 and 2022 are as follows:

(in thousands)	2024	2023	2022
Current:
The Netherlands	\$14,347	\$11,393	\$9,672
Foreign	46,250	66,382	89,321
	60,597	77,775	98,993
Deferred:
The Netherlands	9,137	(5,535)	(683)
Foreign	(32,178)	16,266	(8,920)
	(23,041)	10,731	(9,603)
Total income tax expense	\$37,556	\$88,506	\$89,390

The Netherlands' statutory income tax rate, the income tax rate of our country of domicile, was 25.8% for the years ended December 31, 2024, 2023 and 2022. Income from foreign subsidiaries is generally taxed at the statutory income tax rates applicable in the respective countries of domicile.

The principal items comprising the differences between income taxes computed at the Netherlands' statutory income tax rate and our effective tax rate for the years ended December 31, 2024, 2023 and 2022 are as follows:

(percent)	2024	2023	2022
The Netherlands' statutory income tax rate	25.8%	25.8%	25.8%
Taxation of foreign operations, net(1)	(13.5)	(7.6)	(4.9)
Unrecognized tax benefits(2)	15.9	3.1	0.9
Share-based compensation	2.8	(0.3)	(0.5)
Prior year taxes	1.2	0.3	(1.1)
Government incentives(3)	(2.8)	(1.0)	(0.5)
Changes in tax laws and rates	(0.2)	0.2	(0.2)
Tax impact from nondeductible (deductible) items	1.2	1.3	(1.9)
Valuation allowance	(0.8)	(1.8)	0.0
Other items, net	1.4	0.6	(0.2)
Effective tax rate	31.0%	20.6%	17.4%

(1) Our effective tax rate reflects our global operations where certain income or loss is taxed at rates higher or lower than the Netherlands' statutory income tax rate as well as the benefit of some income being partially exempt from income taxes. These foreign tax benefits are due to a combination of favorable tax laws, regulations and exemptions in certain jurisdictions. Partial tax exemptions exist on foreign income primarily derived from operations in Germany. Further, we have intercompany financing arrangements in which the intercompany income is subject to lower statutory income tax rates. The Organization for Economic Co-operation and Development (OECD) has implemented a global minimum corporate tax of 15% for companies with global revenues and profits above certain thresholds (referred to as Pillar Two) effective January 1, 2024. The Netherlands formally enacted the Pillar Two legislation into domestic law. We recorded \$11.5 million top-up tax in relation to our operations in Dubai (United Arab Emirates) and Poland in 2024.

(2) Unrecognized tax benefits include the impact from reassessment of accruals for tax contingencies, primarily related to ongoing taxing authority examinations.
(3) Government incentives include tax credits in the U.S. relating to research and development expense.

We conduct business globally and, as a result, file numerous consolidated and separate income tax returns in the Netherlands, Germany and the U.S. federal jurisdiction, as well as in various other state and foreign jurisdictions. In the normal course of business, we are subject to examination by taxing authorities throughout the world. Tax years in the Netherlands are potentially open back to 2012 for income tax examinations by the Netherlands taxing authority. The German group is open to examination for the tax years starting in 2017 and in 2022, the German taxing authority commenced an examination covering the 2017 to 2019 tax years. The U.S. consolidated group is subject to federal and most state income tax examinations by taxing authorities beginning with the year ended December 31, 2021 through the

current period. In late 2023, the U.S. Internal Revenue Service commenced a U.S. federal income tax examination for the periods 2014 to 2020. The examination was triggered by our 5-year net operating loss carryback under the CARES Act. Our other subsidiaries, with few exceptions, are no longer subject to income tax examinations by taxing authorities for years before 2020.

Changes in the amount of unrecognized tax benefits for the years ended December 31, 2024, 2023 and 2022 are as follows:

(in thousands)	2024	2023	2022
Balance at beginning of year	\$95,558	\$79,283	\$103,618
Additions based on tax positions related to the current year	9,447	9,632	9,754
Additions for tax positions of prior years	10,402	7,839	4,544
Decrease for tax position of prior years	(271)	(3,832)	(8,958)
Decrease related to settlements	(439)	(119)	(23,346)
Decrease due to lapse of statute of limitations	—	—	(580)
(Decrease) increase from currency translation	(5,770)	2,755	(5,749)
Balance at end of year	\$108,927	\$95,558	\$79,283

At December 31, 2024 and 2023, our net unrecognized tax benefits totaled approximately \$108.9 million and \$95.6 million, respectively, which, if recognized, would favorably affect our effective tax rate in any future period. It is reasonably possible that approximately \$32.5 million of the unrecognized tax benefits may be released or utilized during the next 12 months due to lapse of statute of limitations or settlements with taxing authorities. However, various events could cause our current expectations to change in the future. The above unrecognized tax benefits, if ever recognized in the financial statements, would be recorded in the statements of income as part of income tax expense.

Our policy is to recognize interest accrued related to income taxes in interest expense and penalties within income tax expense. For the years ended December 31, 2024, 2023 and 2022, we recognized expense (income) for interest and penalties of \$0.8 million, (\$0.4) million and (\$0.4) million, respectively. At December 31, 2024 and 2023, we have accrued interest and penalties of \$3.9 million and \$3.3 million, respectively, which are not included in the table above.

At December 31, 2024 and 2023, in the consolidated balance sheets, we have recorded deferred tax assets of \$70.1 million and \$38.6 million, respectively, in other long-term assets and deferred tax liabilities of \$22.7 million and \$12.8 million, respectively, in other long-term liabilities. The components of the net deferred tax assets at December 31, 2024 and 2023 are as follows:

(in thousands)	2024	2023
Deferred tax assets:
Net operating loss and tax credit carryforwards	\$33,875	\$42,944
Intangible assets	47,409	30,084
Accrued and other liabilities	27,746	25,375
Share-based compensation	15,899	25,598
Property, plant and equipment	3,397	2,249
Convertible notes	1,215	2,173
Inventories	5,392	4,268
Disallowed interest carryforwards	683	1,157
Other	8,662	7,133
Total deferred tax assets before valuation allowance	144,278	140,981
Valuation allowance	(10,894)	(13,214)
Total deferred tax assets, after valuation allowance	\$133,384	\$127,767
Deferred tax liabilities:
Intangible assets	(\$41,386)	(\$50,723)
Property, plant and equipment	(38,900)	(46,536)
Inventories	(716)	(579)
Other	(5,010)	(4,178)
Total deferred tax liabilities	(\$86,012)	(\$102,016)
Deferred tax assets, net	\$47,372	\$25,751

Before considering the impact of unrecognized tax benefits, at December 31, 2024, we had \$529.1 million in total net operating loss (NOL) carryforwards which included \$316.0 million for Germany, \$128.5 million for the U.S., \$29.8 million for the U.K., \$8.7 million for the Netherlands and \$46.1 million for other foreign jurisdictions. The NOL carryforwards in Germany, the Netherlands and the U.K. carryforward indefinitely. The entire NOL carryforward in the U.S. is subject to limitations under Section 382 of the U.S. Internal Revenue Code which limits the amount that can be used each year. The NOL carryforwards in the U.S. expire between 2025 and 2035. NOL carryforwards of \$18.5 million in other foreign jurisdictions expire between 2025 and 2029 while the remainder can be carried forward indefinitely. There is no NOL carryforward in Germany when including the impact of unrecognized tax benefits. At December 31, 2024, tax credits total \$6.0 million and expire between 2033 and 2042.

As of December 31, 2024, the valuation allowance principally relates to net operating loss carryforwards. A deferred tax asset can only be recognized to the extent it is "more likely than not" that the assets will be realized. Judgments around realizability depend on the availability and weight of both positive and negative evidence.

(in thousands)	2024	2023	2022
Balance at beginning of year	(\$13,214)	(\$21,265)	(\$21,326)
Additions charged to income tax expense	(405)	(2,015)	(4,470)
Deductions charged to income tax expense	1,383	9,719	4,287
Currency translation	1,342	347	244
Balance at end of year	(\$10,894)	(\$13,214)	(\$21,265)

The changes in the valuation allowance for the years ended December 31, 2024, 2023 and 2022 were as follows:

As of December 31, 2024, a deferred tax liability has not been recognized for residual income taxes in the Netherlands on the undistributed earnings of the majority of our foreign subsidiaries as these earnings are considered to be either indefinitely reinvested or can be repatriated tax free under the Dutch participation exemption. The indefinitely reinvested earnings retained by our subsidiaries that would be subject to tax if distributed amounted to \$1.2 billion at December 31, 2024. Estimating the amount of the unrecognized deferred tax liability on indefinitely reinvested foreign earnings is not practicable. Should the earnings be remitted as dividends, we may be subject to taxes including withholding tax. We have \$14.6 million of undistributed earnings that we do not consider indefinitely reinvested and have recorded a deferred tax liability at December 31, 2024 and 2023 of \$0.7 million and \$0.7 million, respectively.

18. Equity

The authorized classes of our shares consist of Common Shares (410 million authorized), Preference Shares (450 million authorized) and Financing Preference Shares (40 million authorized). All classes of shares have a par value of €0.01. No Financing Preference Shares or Preference Shares have been issued. Common Shares are translated to U.S. dollars at the foreign exchange rates in effect when the shares are issued.

2025 Synthetic Share Repurchase

In January 2025, we completed a synthetic share repurchase that combined a direct capital repayment with a reverse stock split. The transaction was announced on January 12, 2025. The synthetic share repurchase was implemented through a series of amendments to our Articles of Association which were approved by our shareholders. The first amendment involved an increase in share capital by an increase in the nominal value per common share from EUR 0.01 to EUR 1.24 and a corresponding reduction in additional paid in capital. The second amendment involved a reduction in common shares whereby 36 existing common shares with a nominal value of EUR 1.24 each were consolidated into 35 new common shares with a nominal value of EUR 1.28 each. The third amendment was a reduction of the nominal value per common share from EUR 1.28 to EUR 0.01. As a result of these amendments, which in substance constitute a synthetic share buyback, \$280.1 million was returned to shareholders through the transaction which reduced the total number of outstanding shares by 6.2 million, or 2.8%, to 216.1 million shares outstanding as of January 31, 2025.

2024 Synthetic Share Repurchase

In January 2024, we completed a capital repayment program through a synthetic share repurchase that combined a direct capital repayment with a reverse stock split. The synthetic share repurchase was implemented through a series of amendments to our Articles of Association which were approved by our shareholders. The first amendment involved an increase in share capital by an increase in the nominal value per common share from EUR 0.01 to EUR 1.18 and a corresponding reduction in additional paid in capital. The second amendment involved a reduction in common shares whereby 25 existing common shares with a nominal value of EUR 1.18 each were consolidated into 24.25 new common shares with a nominal value of EUR 1.22 each. The third amendment was a reduction of the nominal value per common share from EUR 1.22 to EUR 0.01. As a result of these amendments, which in substance constitute a synthetic share buyback, \$292.1 million was repaid to our shareholders, and the outstanding number of common shares was reduced by 6.8 million, or 3.0%. Total expenses incurred related to the capital repayment and share consolidation amounted to \$0.8 million and were charged to equity during 2024.

Issuance and Conversion of Warrants

In connection with the issuance of the cash convertible notes as described in Note 16 "Debt," we issued Warrants as summarized in the table below. All Warrants related to the 2023 Notes and the 2024 Notes expired unexercised.

Cash convertible notes	Issued on	Number of share warrants issued (in millions)	Weighted average exercise price per share	Proceeds from issuance of warrants, net of issuance costs (in millions)	Warrants expired over a period of 50 trading days beginning on
2023 Notes	September 13, 2017	9.7	\$49.9775	\$45.3	June 26, 2023
2024 Notes	November 13, 2018	10.9	\$50.3346	\$72.4	August 27, 2024

Accumulated Other Comprehensive Loss

The following table is a summary of the components of accumulated other comprehensive loss as of December 31, 2024 and 2023:

(in thousands)	2024	2023
Net unrealized loss on hedging contracts, net of tax	(\$9,818)	(\$37,372)
Net unrealized gain on pension, net of tax	282	812
Foreign currency effects from intercompany long-term investment transactions, net of tax benefits of \$13.2 million in 2024 and 2023	(33,962)	(33,648)
Foreign currency translation adjustments	(431,041)	(363,622)
Accumulated other comprehensive loss	(\$474,539)	(\$433,830)

19. Earnings Per Common Share

We present basic and diluted earnings per common share. Basic earnings per common share is calculated by dividing the net income by the weighted average number of common shares outstanding. Diluted earnings per common share reflect the potential dilution of earnings that would occur if all "in the money" securities to issue common shares were exercised.

The following schedule summarizes the information used to compute earnings per common share for the years ended December 31, 2024, 2023 and 2022:

(in thousands, except per share data)	2024	2023	2022
Net income	\$83,591	\$341,303	\$423,211

Weighted average number of common shares used to compute basic earnings per common share	222,619	228,146	227,577
Dilutive effect of outstanding stock options and restricted stock units	2,098	2,473	2,555
Dilutive effect of outstanding warrants	—	—	4
Weighted average number of common shares used to compute diluted earnings per common share	224,717	230,619	230,136

Outstanding stock options and awards having no dilutive effect, not included in above calculation	26	1	146
Outstanding warrants having no dilutive effect, not included in above calculation	9,531	17,562	20,556

Basic earnings per common share	\$0.38	\$1.50	\$1.86
Diluted earnings per common share	\$0.37	\$1.48	\$1.84

For purposes of considering the 2027 Notes and the 2031 Notes, as discussed further in Note 16 "Debt," in determining diluted earnings per common share, only an excess of the conversion value over the principal amount would have a dilutive impact using the treasury stock method. Since the 2027 Notes and the 2031 Notes were out of the money and anti-dilutive during the period from January 1, 2022 through December 31, 2024, they were excluded from the diluted earnings per common share calculations in 2022, 2023 and 2024.

20. Commitments and Contingencies

Licensing and Purchase Commitments

We have licensing agreements with companies, universities and individuals, some of which require certain up-front payments. Royalty payments are required on net product sales ranging from 0.45 percent to 20 percent of covered products or based on quantities sold. Several of these agreements have minimum royalty requirements. The accompanying consolidated balance sheets include accrued royalties relating to these agreements in the amount of \$5.1 million and \$9.7 million at December 31, 2024 and 2023, respectively. Royalty expense relating to these agreements amounted to \$13.9 million for each of the years ended December 31, 2024 and 2023 and \$15.5 million for the year ended December 31, 2022. Royalty expense is primarily recorded in cost of sales, with a small portion recorded as research and development expense depending on the use of the technology under license. Some of these agreements also have minimum raw material purchase requirements and requirements to perform specific types of research.

At December 31, 2024, we had commitments to purchase goods or services and to make future license and royalty payments. They are as follows:

Years ending December 31, (in thousands)	Purchase commitments	License & royalty commitments
2025	\$38,232	\$1,416
2026	30,701	779
2027	12,607	801
2028	1,035	601
2029	918	506
Thereafter	—	1,771
	\$83,493	\$5,874

Contingent Consideration Commitments

Pursuant to the purchase agreements for certain acquisitions, we could be required to make additional contingent cash payments for a previous business combination based on the achievement of certain FDA approval milestones. Milestone payments totaling \$20.7 million, which represent the maximum potential payment, are included in accrued and other current liabilities in the accompanying consolidated balance sheet as of December 31, 2024. Refer to Note 15 "Financial Instruments and Fair Value Measurements" for changes in the contingent consideration liabilities.

Employment Agreements

Certain of our employment contracts contain provisions which guarantee payments in the event of a change in control, as defined in the agreements, or if the executive is terminated for reasons other than cause, as defined in the agreements. At December 31, 2024, the commitment under these agreements totaled \$9.8 million.

Contingencies

In the ordinary course of business, we provide a warranty to customers that our products are free of defects and will conform to published specifications. Generally, the applicable product warranty period is one year from the date of delivery of the product to the customer or of site acceptance, if required. Additionally, we typically provide limited warranties with respect to our services. We provide for estimated warranty costs at the time of the product sale. The changes in the carrying amount of warranty obligations for the years ended December 31, 2024 and 2023 are as follows:

(in thousands)	2024	2023
Balance at beginning of year	\$3,944	\$4,899
Provision charged to cost of sales	2,675	3,947
Usage	(2,643)	(3,451)
Adjustments to previously provided warranties, net	(1,016)	(1,501)
Currency translation	(150)	50
Balance at end of year	\$2,810	\$3,944

Litigation

From time to time, we may be party to legal proceedings incidental to our business. As of December 31, 2024, certain claims, suits or legal proceedings arising out of the normal course of business have been filed or were pending against QIAGEN N.V. or its subsidiaries. These matters have arisen in the ordinary course and conduct of business as well as through acquisition. Because litigation is inherently unpredictable and unfavorable resolutions could occur, assessing litigation contingencies is highly subjective and requires judgments about future events. Although it is not possible to predict the outcome of such litigation, we assess the degree of probability and evaluate the reasonably possible losses that we could incur as a result of these matters. We accrue for any estimated loss when it is probable that a liability has been incurred and the amount of probable loss can be estimated. Litigation accruals recorded in accrued and other current liabilities as of December 31, 2024 and 2023 totaled \$0.2 million and \$4.8 million, respectively. As of December 31, 2024 and 2023, \$4.7 million was accrued in other long-term liabilities in the accompanying consolidated balance sheets.

We are not party to any material legal proceeding as of the date of this report except for the matters listed below.

Patent Litigation

Archer DX

In 2018, ArcherDX (a company which spun out as an independent company in conjunction with QIAGEN's acquisition of Enzymatics in 2015 and was later acquired by Invitae in 2021) and Massachusetts General Hospital (MGH) sued QIAGEN for patent infringement. In August 2021, a federal jury ruled that QIAGEN infringed two patents owned by ArcherDX and awarded damages of \$4.7 million which were accrued in 2021 and remain accrued as of December 31, 2024 in other long-term liabilities in the accompanying consolidated balance sheet. We filed an appeal in August 2023 after the verdict was entered.

Bio-Rad Laboratories, Inc.

In April 2022, QIAGEN filed a lawsuit in a U.S. federal court against Bio-Rad Laboratories, Inc. (Bio-Rad) seeking a declaratory judgment of non-infringement of certain Bio-Rad patents related to digital PCR technology. In July 2023, the parties agreed to a settlement that provided for a cross-licensing agreement granting each company mutual rights to their respective digital PCR technologies.

Other Litigation Matters

For all other matters, a total of \$0.2 million is accrued as of December 31, 2024 in accrued and other current liabilities. The estimated range of possible losses for these other matters as of December 31, 2024 is between zero and \$4.6 million.

Based on the facts known to QIAGEN and after consultation with legal counsel, management believes that such litigation will not have a material adverse effect on our financial position or results of operations above the amounts accrued. However, the outcome of these matters is ultimately uncertain. Any settlements or judgments against us in excess of management's expectations could have a material adverse effect on our financial position, results of operations or cash flows.

21. Segment Information

We manage our business activities on a consolidated basis and operate as a single operating segment, focusing on the development and distribution of sample and assay technologies in the molecular diagnostics and life sciences markets. We have a common basis of organization and the single operating segment reflects the way in which our Chief Executive Officer, who is the Chief Operating Decision Maker (CODM), evaluates the Company's financial performance, makes decisions with regards to business operations and allocates resources based on evaluations of QIAGEN as a whole.

We are a leader in molecular research and testing solutions, and our products and services are offered globally. Our product portfolio addresses a wide range of applications and is grouped into two main categories:

Consumables and related revenues involve our consumables kits, bioinformatics solutions, royalties, co-development milestone payments and services; and
Instruments and related services, which include laboratory automation platforms, such as sample preparation systems, which streamline workflows in research and diagnostic labs.

Refer to Note 4 "Revenue" for disaggregation of revenue based on product category, product type and customer class.

We generate revenue from a diverse customer base. For the years ended December 31, 2024, 2023 and 2022, no single external customer accounted for 10% or more of the Company's total consolidated revenue.

The CODM assesses the performance of the Company using consolidated net income as the measure of segment profit or loss because it captures the financial impact of the Company's operating and financing decisions as well as its tax obligations. This measure provides a holistic view of the Company's profitability and is considered the most relevant metric for decision-making for the Company as a whole.

The CODM utilizes consolidated net income to make strategic decisions about:

Investment Priorities: Determining the allocation of resources to growth initiatives, research and development or other key operational areas.
Investment in Research and Development: Determining the appropriate level of funding for R&D initiatives to drive innovation and maintain the Company's competitive edge.
Market Expansion: Assessing the financial viability of entering new markets or expanding in existing ones to foster growth.
Cost Management: Evaluating the efficiency of current operations, identifying opportunities for cost optimization and improving operational efficiency across the organization.

• Capital Deployment: Assessing the Company's ability to reinvest profits into the business or return value to shareholders through capital repayments, dividends or share repurchases.

The CODM reviews certain significant expense categories when evaluating the Company's operational performance. These include adjusted costs of sales and the resulting adjusted gross profit and margin as well as adjusted operating expenses and the associated adjusted operating income and margin.

The following table presents selected financial information with respect to the Company's single operating segment for the years ended December 31, 2024, 2023 and 2022:

(in thousands)	2024	2023	2022
Net sales	\$1,978,214	\$1,965,311	\$2,141,518
Cost of sales:
Adjusted cost of sales	653,403	659,001	691,438
Other cost of sales (1)	357,461	72,622	65,517
Total cost of sales	1,010,864	731,623	756,955
Gross profit	967,350	1,233,688	1,384,563
Operating expenses:
Adjusted operating expenses	757,855	777,677	793,805
Other operating costs (1)	111,784	46,073	59,298
Total operating expenses	869,639	823,750	853,103
Income from operations	97,711	409,938	531,460
Total other income (expense), net	23,436	19,871	(18,859)
Income before income tax expense	121,147	429,809	512,601
Income tax expense	37,556	88,506	89,390
Net income	\$83,591	\$341,303	\$423,211

(1) Other costs include amortization of intangible assets acquired in business combinations and costs related to acquisitions, restructuring and integrations.

As QIAGEN N.V. operates as a single operating segment, the segment information disclosed aligns with the amounts presented in the consolidated financial statements.

The CODM does not review assets in evaluating results and therefore, such information is not presented for segment reporting. See the consolidated financial statements for other financial information regarding the Company's operating segment.

Geographical Information

Net sales are attributed to countries based on the location of the customer. Intercompany sales are excluded from consolidated net sales. No single customer represents more than ten percent of consolidated net sales. Our country of domicile is the Netherlands, which reported net sales of \$20.9 million, \$20.3 million and \$31.5 million for the years ended 2024, 2023 and 2022, respectively, and these amounts are included in the line item Europe, Middle East and Africa in the table below.

Net sales by geographical location for the years ended December 31, 2024, 2023 and 2022 are as follows:

(in thousands)	2024	2023	2022
Americas:
United States	\$942,009	\$935,281	\$909,616
Other Americas	89,557	84,774	88,139
Total Americas	1,031,566	1,020,055	997,755
Europe, Middle East and Africa	648,494	624,573	733,469
Asia Pacific, Japan and Rest of World	298,154	320,683	410,294
Total net sales	\$1,978,214	\$1,965,311	\$2,141,518

Long-lived assets include property, plant and equipment. The Netherlands, which is included in the balances for Europe in the table below, reported long-lived assets of \$0.7 million and \$1.3 million as of December 31, 2024 and 2023, respectively.

Long-lived assets by geographical location as of December 31, 2024 and 2023 are as follows:

(in thousands)	2024	2023
Americas:
United States	\$143,894	\$164,865
Other Americas	2,122	3,657
Total Americas	146,016	168,522
Europe, Middle East and Africa:
Germany	526,251	496,386
Other Europe, Middle East and Africa	64,714	76,306
Total Europe, Middle East and Africa	590,965	572,692
Asia Pacific, Japan and Rest of World	16,630	23,823
Total long-lived assets	\$753,611	\$765,037

Accounting Policies

The accounting policies used to prepare segment information are consistent with those used in the preparation of the Company's consolidated financial statements in accordance with U.S. GAAP.

22. Share-Based Compensation

We adopted the QIAGEN N.V. Amended and Restated 2005 Stock Plan (the 2005 Plan) in 2005 and the QIAGEN N.V. 2014 Stock Plan (the 2014 Plan) in 2014. The 2005 Plan expired by its terms in April 2015 and no further awards will be granted under the 2005 Plan. The 2014 Plan expired in May 2024. The QIAGEN N.V. 2023 Stock Plan (the 2023 Plan) was approved at the June 2023 Annual General Meeting and at December 31, 2024, we had approximately 12.9 million Common Shares reserved and available for issuance under the 2005, 2014 and 2023 Plans.

The plans allow for the granting of stock rights and incentive stock options, as well as non-qualified options, stock grants and stock-based awards, generally with terms of up to 3 years, with previous grants through 2020 having terms of 5 years subject to earlier termination in certain situations. The vesting and exercisability of certain stock rights will be accelerated in the event of a Change of Control, as defined in the plans. We issue Treasury Shares upon the vesting of stock-based awards.

Stock Units

Stock units represent rights to receive Common Shares at a future date and include restricted stock units which are subject to time-vesting only and performance stock units which include performance conditions in addition to time-vesting. The final number of performance stock units earned is based on the performance achievement which for some grants can reach up to 200% of the granted shares. There is no exercise price and the fair market value at the time of the grant is recognized over the requisite vesting period. The fair market value is determined based on the number of stock units granted and the market value of our shares on the grant date. Pre-vesting forfeitures were estimated to be approximately 6.0%. At December 31, 2024, there was \$58.7 million remaining in unrecognized compensation cost net of estimated forfeitures related to these awards, which is expected to be recognized over a weighted average period of 1.34 years. The weighted average grant date fair value of stock units granted during the years ended December 31, 2024, 2023 and 2022 was \$42.88, \$44.37 and \$45.49, respectively. The total fair value of stock units that vested during the years ended December 31, 2024, 2023 and 2022 was \$74.1 million, \$39.4 million and \$55.8 million, respectively.

A summary of stock units as of December 31, 2024 and changes during the year are presented below.

Stock units	Number of stock units (in thousands)	Weighted average contractual term (in years)	Aggregate intrinsic value (in thousands)
Outstanding at January 1, 2024	4,015
Granted	1,556
Vested	(1,734)
Forfeited	(231)
Outstanding at December 31, 2024	3,606	1.34	\$160,592
Vested and expected to vest at December 31, 2024	3,317	1.29	\$147,700

We net share settle for the tax withholding upon the vesting of awards. Shares are issued on the vesting dates net of the applicable statutory tax withholding to be paid by us on behalf of our employees. As a result, fewer shares are issued than the number of stock units outstanding. We record a liability for the tax withholding to be paid by us as a reduction to treasury shares.

Compensation Expense

Share-based compensation expense before income taxes for the years ended December 31, 2024, 2023 and 2022 totaled approximately \$43.6 million, \$47.1 million and \$49.5 million, respectively, as shown in the table below.

(in thousands)	2024	2023	2022
Cost of sales	\$4,317	\$3,296	\$2,577
Research and development	6,691	7,484	6,504
Sales and marketing	12,122	14,495	16,076
General and administrative	20,497	21,825	24,350
Share-based compensation expense	43,627	47,100	49,507
Less: Income tax benefit(1)	10,394	11,035	10,703
Share-based compensation expense, after tax	\$33,233	\$36,065	\$38,804

(1) Does not include the excess tax benefit realized for the tax deductions of the share-based payment arrangements which totaled \$1.3 million and \$2.7 million for the years ended December 31, 2023 and 2022, respectively. There was no excess tax benefit realized for the year ended December 31, 2024.

The variability in share-based compensation expense primarily reflects the impact from performance achievement levels and forfeitures.

23. Employee Benefits

We maintain various benefit plans, including defined contribution and defined benefit plans. Our U.S. defined contribution plan is qualified under Section 401(k) of the Internal Revenue Code and covers substantially all U.S. employees. Participants may contribute a portion of their compensation not exceeding a limit set annually by the Internal Revenue Service. This plan includes a provision for us to match a portion of employee contributions. Total expenses under the 401(k) plans were \$4.1 million for the year ended December 31, 2024 and \$4.5 million for each of the years ended December 31, 2023 and 2022. We also have a defined contribution plan which covers certain executives. We make matching contributions up to an established maximum. Matching contributions made to the plan, and expensed, totaled approximately \$0.1 million for each of the years ended December 31, 2024, 2023 and 2022.

We have seven defined benefit, non-contributory retirement or termination plans that cover certain employees in Germany, France, Italy, Japan, Poland, Philippines and the United Arab Emirates. These defined benefit plans provide benefits to covered individuals satisfying certain age and/or service requirements. For certain plans, we calculate the vested benefits to which employees are entitled if they separate immediately. The benefits accrued on a pro-rata basis during the employees' employment period are based on the individuals' salaries, adjusted for inflation. All defined benefit plans are unfunded. The liability under the defined benefit plans totaled \$8.4 million and \$7.4 million as of December 31, 2024 and 2023, respectively, and is included as a component of other long-term liabilities on the accompanying consolidated balance sheets.

24. Related Party Transactions

From time to time, we have transactions with other companies in which we hold an interest as summarized in the table below.

Net sales to related parties for the years ended December 31, 2024, 2023 and 2022 are as follows:

(in thousands)	2024	2023	2022
Net sales	\$3,073	\$9,039	\$8,474

As of December 31, 2024 and 2023, balances with related parties are as follows:

(in thousands)	2024	2023
Accounts receivable	\$1,848	\$2,890
Prepaid expenses and other current assets	\$52	\$78
Accounts payable	\$872	\$700
Accrued and other current liabilities	\$1,367	\$2,893

Prepaid expenses and other current assets include supplier advances from companies with which we have an investment or partnership interest.

25. Subsequent Event

In January 2025, we completed a synthetic share repurchase that combined a direct capital repayment with a reverse stock split as discussed in Note 18 "Equity."

Articles of Association

We are a public company with limited liability (naamloze vennootschap) incorporated under Dutch law and registered with the Dutch Trade Register under file number 12036979. Set forth below is a summary of certain provisions of our Articles of Association, as lastly amended on January 28, 2025, and Dutch law, where appropriate. The below also contains information on provisions of the Dutch Corporate Governance Code 2022 (the Dutch Code), which contains principles of good corporate governance and best practice provisions that regulate relations between the Managing Board, the Supervisory Board and the Shareholders. The principles and provisions are aimed at defining responsibilities for sustainable long-term value creation, risk control, effective management and supervision, remuneration and the relationships with Shareholders, including the General Meeting, and other stakeholders. A listed company should either comply or, if not, explain in its management report why, and to what extent, it does not comply with the principles of the Dutch Code. The Dutch Code has been taken into account in the summary below.

This summary does not purport to be complete and is qualified in its entirety by reference to the Articles of Association, Dutch Law and the Dutch Code.

Corporate Purpose

Our objectives include, without limitation, the performance of activities in the biotechnology industry as well as incorporating, acquiring, participating in, financing, managing and having any other interest in companies or enterprises of any nature, raising and lending funds and such other acts as may be conducive to our business.

Managing Directors

QIAGEN shall be managed by a Managing Board consisting of one or more Managing Directors under the supervision of the Supervisory Board. The Managing Board is responsible for our continuity and our affiliated enterprise. The Managing Board focuses on our sustainable long-term value creation and

our affiliated enterprise, taking into account the impact the actions of the Company and its affiliated enterprise have on people, the environment and our stakeholders' interests that are relevant in this context, which include, but are not limited to, our shareholders. Managing Directors shall be appointed by the General Meeting upon a binding nomination by the joint meeting of the Supervisory Board and the Managing Board (Joint Meeting). However, the General Meeting may at all times overrule the binding nature of such a nomination by a resolution adopted by at least a two-thirds majority of the votes cast, if such majority represents more than half the issued share capital. This is different from the provisions of many American corporate statutes, including the Delaware General Corporation Law, which give the directors of a corporation greater authority in choosing the executive officers of a corporation. Under our Articles of Association, the General Meeting may suspend or dismiss a Managing Director at any time by a resolution adopted by at least a two-thirds majority of the votes cast, if such majority represents more than half of the issued share capital, or by a simple majority of votes cast without any quorum requirements required to be satisfied, if the suspension or dismissal is proposed by the Joint Meeting. The Supervisory Board shall also at all times be entitled to suspend (but not to dismiss) a Managing Director. The Articles of Association provide that the Supervisory Board may adopt management board rules governing the internal organization of the Managing Board.

Furthermore, the Supervisory Board shall determine the salary, the bonus, if any, and the other compensation terms and conditions of service of the Managing Directors within the scope of the remuneration policy. The current remuneration policy of the Managing Board was adopted in our Annual General Meeting on June 29, 2021.

Resolutions of the Managing Board shall be validly adopted, if adopted by simple majority of votes, at least one of whom voting in favor of the proposal must be the Chairman. Each Managing Director has the right to cast one vote.

Under Dutch law, in the event that there is a conflict of interest between a Managing Director and us and our business on a certain matter, that Managing Director shall not participate in the discussions and voting on that matter. If all

Managing Directors have a conflict of interest, such resolution shall be adopted by the Supervisory Board. If all Supervisory Directors have a conflict of interest as well, the General Meeting will be authorized to resolve on the matter. According to the Dutch Code, any conflict of interest between the Company and Managing Directors should be prevented. To avoid conflicts of interest, adequate measures should be taken. Under the Dutch Code, the Supervisory Board is responsible for the decision-making on dealing with conflicts of interest regarding Managing Directors, Supervisory Directors and majority shareholders in relation to us. A Managing Director should report any potential conflict of interest in a transaction that is of material significance to the Company and/or to such Managing Director to the Chairman of the Supervisory Board and to the other members of the Managing Board without delay. The Supervisory Board should decide, outside the presence of the Managing Director concerned, whether there is a conflict of interest. All transactions in which there are conflicts of interest with Managing Directors shall be agreed on terms that are customary in the sector concerned. Decisions to enter into transactions under which a Managing Director would have a conflict of interest that are of material significance to QIAGEN and/or to the Managing Director concerned, require the approval of the Supervisory Board.

Supervisory Directors

The Supervisory Board shall be responsible for supervising the policy pursued by the Managing Board and our general course of affairs. Under our Articles of Association, the Supervisory Directors are required to serve the interests of our Company and our business and the interest of all stakeholders (which includes, but is not limited to, our shareholders) in fulfilling their duties. The Supervisory Board shall consist of such number of members as the Joint Meeting may, from time to time, determine, with a minimum of three members. The Supervisory Directors shall be appointed by the General Meeting upon the Joint Meeting having made a binding nomination for each vacancy. However, the General Meeting may at all times overrule the binding nature of such a nomination by a resolution adopted by at least a two-thirds majority of the votes cast, if such majority represents more than half the issued share capital. If, during a financial year, a vacancy occurs in the Supervisory Board, the Supervisory Board may appoint a Supervisory Director who will cease to hold office at the

next Annual General Meeting, provided that the number of Supervisory Directors that may be appointed in this manner is limited to one-third of the number of Supervisory Directors determined by the Joint Meeting. This is different from the provisions of many American corporate statutes, including the Delaware General Corporation Law, which provides that directors may vote to fill vacancies on the board of directors of a corporation. Under our Articles of Association, the General Meeting may suspend or dismiss a Supervisory Director at any time by a resolution adopted by at least a two-thirds majority of the votes cast, if such majority represents more than half of the issued share capital, or by a simple majority of votes cast without any quorum requirements required to be satisfied, if the suspension or dismissal is proposed by the Joint Meeting.

Under Dutch law, in the event that there is a conflict of interest between a Supervisory Director and us and our business on a certain matter, that Supervisory Director shall not participate in the discussions and voting on that matter. Under the Dutch Code, a Supervisory Director should report any conflict of interest or potential conflict of interest in a transaction that is of material significance to the Company and/or to such Supervisory Director to the Chairman of the Supervisory Board without delay. The Supervisory Board should decide, outside the presence of the Supervisory Director concerned, whether there is a conflict of interest. If all Supervisory Directors have a conflict of interest, the relevant resolution shall be adopted by the General Meeting. All transactions in which there are conflicts of interest with Supervisory Directors shall be agreed on terms that are customary in the sector concerned. Decisions to enter into transactions under which a Supervisory Director would have a conflict of interest that are of material significance to QIAGEN and/or to the Supervisory Director concerned, require the approval of the Supervisory Board.

In accordance with Dutch law and the Dutch Code, the General Meeting determines the compensation of the Supervisory Directors upon the proposal of the Compensation & Human Resources Committee with due observance of the remuneration policy for Supervisory Directors as adopted at the 2024 Annual General Meeting. Under the Dutch Code, any shares held by a Supervisory

Director in the Company on whose board he or she sits should be long-term investments.

Liability of Managing Directors and Supervisory Directors

Under Dutch law, as a general rule, Managing Directors and Supervisory Directors are not liable for obligations we incur. Under certain circumstances, however, they may become liable, either towards QIAGEN (internal liability) or to others (external liability), although some exceptions are described below.

Liability towards QIAGEN

Failure of a Managing Director or Supervisory Director to perform his or her duties does not automatically lead to liability. Liability is only incurred in the case of a clear, indisputable shortcoming about which no reasonably judging business-person would have any doubt. In addition, the Managing Director or Supervisory Director must be deemed to have been grossly negligent. Managing Directors are jointly and severally liable for failure of the Managing Board as a whole, but an individual Managing Director will not be held liable if he or she is determined not to have been responsible for the mismanagement and has not been negligent in preventing the consequences. Supervisory Directors are jointly and severally liable for failure of the Supervisory Board as a whole, but an individual Supervisory Director will not be held liable if he or she is determined not to have been responsible for the mismanagement and has not been negligent in preventing the consequences.

Liability for Misrepresentation in Annual Accounts

Managing Directors and Supervisory Directors are also jointly and severally liable to any third party for damages suffered as a result of misrepresentation in the annual accounts, management commentary or interim statements of QIAGEN, although a Managing Director or Supervisory Director will not be held liable if found not to be personally responsible for the misrepresentation. Moreover, a Managing Director or Supervisory Director may be found to be criminally liable if he or she deliberately publishes false annual accounts or deliberately allows the publication of such false annual accounts.

Tort Liability

Under Dutch law, there can be liability if one has committed a tort (onrechtmatige daad) against another person. Although there is no clear definition of "tort" under Dutch law, breach of a duty of care towards a third party is generally considered to be tort. Therefore, a Dutch corporation may be held liable by any third party under the general rule of Dutch laws regarding tort claims. In exceptional cases, Managing Directors and Supervisory Directors have been found liable on the basis of tort under Dutch common law, but it is generally difficult to hold a Managing Director or Supervisory Director personally liable for a tort claim. Shareholders cannot base a tort claim on any losses which derive from and coincide with losses we suffered. In such cases, only we can sue the Managing Directors or Supervisory Directors.

Criminal Liability

Under Dutch law, if a legal entity has committed a criminal offense, criminal proceedings may be instituted against the legal entity itself as well as against those who gave order to or were in charge of the forbidden act. As a general rule, it is held that a Managing Director is only criminally liable if he or she played a reasonably active role in the criminal act.

Indemnification

Article 27 of our Articles of Association provides that we shall indemnify every person who is or was a Managing Director or Supervisory Director against all expenses (including attorneys' fees), judgments, fines and amounts paid in settlement with respect to any threatened pending or completed action, suit or proceeding as well as against expenses (including attorneys' fees) actually and reasonably incurred in connection with the defense or settlement of an action or proceeding, if such person acted in good faith and in a manner he or she reasonably could believe to be in or not opposed to our best interests. An exception is made in respect to any claim, issue or matter as to which such person shall have been adjudged to be liable for gross negligence or willful misconduct in the performance of his or her duty to us.

Classes of Shares

The authorized classes of our shares consist of Common Shares, Financing Preference Shares and Preference Shares. No Financing Preference Shares or Preference Shares have been issued.

Common Shares

Common Shares are issued in registered form only. No share certificates are issued for Common Shares and Common Shares are registered in our shareholders' register with Equiniti Trust Company, LLC, our transfer agent and registrar in New York.

The transfer of registered shares requires a written instrument of transfer and the written acknowledgment of such transfer by us or the New York Transfer Agent (in our name).

Financing Preference Shares

No Financing Preference Shares are currently issued or outstanding. If issued, Financing Preference Shares will be issued in registered form only. No share certificates are issued for Financing Preference Shares. Financing Preference Shares must be fully paid up upon issue. The preferred dividend rights attached to Financing Preference Shares are described under "Dividends" below. We have no present plans to issue any Financing Preference Shares.

Preference Shares

No Preference Shares are currently issued or outstanding. If issued, Preference Shares will be issued in registered form only. No share certificates shall be issued for Preference Shares. Only 25% of the nominal value thereof is required to be paid upon subscription for Preference Shares. The obligatory payable part of the nominal amount (or the call) must be equal for each Preference Share. The Managing Board may, subject to the approval of the Supervisory Board, resolve on which day and up to which amount a further call must be paid on Preference Shares which have not yet been paid up in full. The preferred dividend rights attached to Preference Shares are described under "Dividends" below.

Pursuant to our Articles of Association, QIAGEN's Supervisory Board is entitled, if and in so far as the Supervisory Board has been designated by our General Meeting, to resolve to issue Preference Shares in the event that (i) any person who alone or with one or more other persons, directly or indirectly, have acquired or given notice of an intent to acquire (beneficial) ownership of an equity stake which in aggregate equals 20% or more of our share capital then outstanding, or (ii) the Supervisory Board has determined a person to be an "adverse person." For this purpose, an "adverse person" is generally any (legal) person, alone or together with affiliates or associates, with an equity stake in our Company which the Supervisory Board considers to be substantial, which must be at least 10% of the issued share capital, and where the Supervisory Board is of the opinion that this (legal) person has engaged in an acquisition that is intended to cause or pressure QIAGEN to enter into transactions intended to provide such person with short-term financial gain under circumstances that would not be in the interest of QIAGEN and our shareholders or whose ownership is reasonably likely to cause a material adverse impact on our business prospects. Currently, the Supervisory Board has not been designated to issue Preference Shares.

On August 2, 2004, we entered into an agreement (Option Agreement) with Stichting Preferente Aandelen QIAGEN (SPAQ) which was most recently amended on June 4, 2012. Pursuant to the Option Agreement, SPAQ was granted an option to acquire such number of Preference Shares as are equal to the total number of all outstanding Common Shares minus one in our share capital at the time of the relevant exercise of the right. SPAQ may exercise its right to acquire the Preference Shares in all situations that it believes that our interest or our stakeholders' interests are at risk (which situations include but are not limited to (i) receipt of a notification from the Managing Board that a takeover is imminent, and (ii) receipt of a notification from the Managing Board that one or more activist shareholders take a position that is not in the interest of QIAGEN, our shareholders or our other stakeholders), provided that the conditions mentioned in the previous paragraph have been met. Due to the implementation of the EC Directive on Takeover Bids in Dutch legislation, the exercise of the option to acquire Preference Shares by SPAQ and the subsequent issuance of Preference Shares to SPAQ needs to be done with due

observance and in consideration of the restrictions imposed by the Public Offer Rules.

SPAQ was incorporated on August 2, 2004. Its principal office is located at Hulsterweg 82, 5912 PL Venlo, The Netherlands. Its statutory objectives are to protect our interests and our enterprise and the enterprises of companies which are linked to us. SPAQ shall attempt to accomplish its objectives by way of acquiring Preference Shares in the share capital of QIAGEN and to exercise the voting rights in our interests and the interests of our stakeholders.

The board of SPAQ shall consist of at least two directors. Upon incorporation of SPAQ, two members were appointed to the board of SPAQ who resigned in 2019. In December 2019, two new members were appointed. After serving on the board of SPAQ for four years, at the end of 2023, each of these board members were reappointed for an additional two year term. The board of SPAQ may appoint additional members to the board. Board resolutions will be adopted by unanimity of the votes cast. SPAQ will be represented either by its board or by the chairman of its board.

Issuance of shares

Under our Articles of Association, the Supervisory Board has the power to issue Shares, determine the issue price and establish further conditions of any such issuance, provided that it has been authorized by the General Meeting to do so. The authorization referred to in the preceding sentence can only be granted for a specific period of time not exceeding five years and may be extended in the same manner. If there is no designation of the Supervisory Board to issue shares in force, the General Meeting shall have authority to issue shares, but only upon the proposal of, and in accordance with the issue price and further conditions as determined by, the Supervisory Board. For these purposes, issuances of shares include the granting of rights to subscribe for shares, such as options and warrants, but not the issue of shares upon exercise of such rights.

On June 21, 2024, the General Meeting resolved to authorize the Supervisory Board until December 21, 2025, to issue Common Shares and Financing Preference Shares or grant rights to subscribe for such shares, the aggregate

par value of which shall be equal to the aggregate par value of 50% of the shares issued and outstanding in the capital of the Company as of December 31, 2023, as included in the Annual Accounts for Calendar Year 2023.

Pre-emptive Rights

Under our Articles of Association, existing holders of Common Shares will have pre-emptive rights in respect of future issuances of Common Shares in proportion to the number of Common Shares held by them, unless limited or excluded as described below. Holders of Common Shares shall not have preemptive rights in respect of future issuances of Financing Preference Shares or Preference Shares. Holders of Financing Preference Shares and Preference Shares shall not have pre-emptive rights in respect of any future issuances of share capital. Pre-emptive rights do not apply with respect to shares issued against contributions other than in cash or shares issued to employees of the Company or one of our group companies. Under our Articles of Association, the Supervisory Board has the power to limit or exclude any pre-emptive rights to which shareholders may be entitled, provided that it has been authorized by the General Meeting to do so. The authority of the Supervisory Board to limit or exclude pre-emptive rights can only be exercised if, at that time, the Supervisory Board's authority to issue shares is in full force and effect. The authority to limit or exclude pre-emptive rights may be extended in the same manner as the authority to issue shares. If there is no designation of the Supervisory Board to limit or exclude pre-emptive rights in force, the General Meeting shall have authority to limit or exclude such pre-emptive rights, but only upon the proposal of the Supervisory Board.

Resolutions of the General Meeting (i) to limit or exclude pre-emptive rights or (ii) to designate the Supervisory Board as the corporate body that has the authority to limit or exclude pre-emptive rights, require a majority of at least two-thirds of the votes cast in a meeting of shareholders if less than 50% of the issued share capital is present or represented. For these purposes, issuances of shares include the granting of rights to subscribe for shares, such as options and warrants, but not the issue of shares upon exercise of such rights.

On June 21, 2024, the General Meeting resolved to grant the authority to restrict or exclude pre-emptive rights until December 21, 2025. However, the

General Meeting has limited this authority in a way that the Supervisory Board can only exclude or limit the pre-emptive rights in relation to no more than 10% of the aggregate par value of all shares issued and outstanding in the capital of the Company as of December 31, 2023.

Acquisition of Our Own Shares

We may acquire our own shares, subject to certain provisions of Dutch law and our Articles of Association, if (i) shareholders' equity less the payment required to make the acquisition does not fall below the sum of paid-up and called-up capital and any reserves required by Dutch law or the Articles of Association, and (ii) we and our subsidiaries would not thereafter hold shares with an aggregate nominal value exceeding half of our issued share capital. Shares that we hold in our own capital or shares held by one of our subsidiaries may not be voted. The Managing Board, subject to the approval of the Supervisory Board, may effect the acquisition of shares in our own capital. Our acquisitions of shares in our own capital may only take place if the General Meeting has granted the authority to effect such acquisitions to the Managing Board. Such authority may apply for a maximum period of eighteen months and must specify the number of shares that may be acquired, the manner in which shares may be acquired and the price limits within which shares may be acquired. Dutch corporate law allows for the authorization of the Managing Board to purchase a number of shares equal to up to 50% of the Company's issued share capital on the date of the acquisition. On June 21, 2024, the General Meeting resolved to extend the authorization of the Managing Board in such manner that the Managing Board may, for the 18-month period beginning June 21, 2024, until December 21, 2025, cause us to acquire shares in our own share capital, up to 10% of the Company's issued share capital on the date of the acquisition and provided that the Company or any subsidiary shall not hold more than 10% of the Company's issued share capital at any time, without limitation at a price between one euro cent (euro 0.01) and one hundred ten percent (110%) of the higher of the average closing price of our shares on the New York Stock Exchange or, as applicable, the Frankfurt Stock Exchange, for the five trading days prior to the day of purchase, or, with respect to Preference and Financing Preference shares, against a price between one euro cent (euro

0.01) and three times the issuance price and in accordance with applicable provisions of Dutch law and our Articles of Association.

Synthetic share repurchase

During the Annual General Meeting held on June 21, 2024, the General Meeting approved a proposal to allow the Managing Board, subject to the approval of the Supervisory Board, to, during a period of 18 months from the date of the Annual General Meeting, i.e., until December 21, 2025, adjust the Company's capital structure and to repay capital to our shareholders via a synthetic share repurchase within predetermined boundaries. The key consequences of such a synthetic share repurchase included: (i) an amount to be determined by the Managing Board, subject to the approval of the Supervisory Board, of up to a maximum \$300 million would be paid to our shareholders as a capital repayment, and (ii) the number of outstanding Common Shares would at least be decreased by a number of Common Shares approximately equal to the number of Common Shares that the Company, theoretically, could have repurchased for the aggregate amount repaid to our shareholders.

For more information on the synthetic share repurchase, refer to the explanatory notes to agenda item 17 in the proxy statement relating to the Annual General Meeting of June 21, 2024 as well as our press release of January 16, 2025.

Capital Reduction

Subject to the provisions of Dutch law and our Articles of Association, the General Meeting may, upon the proposal of the Supervisory Board, resolve to reduce the issued share capital by (i) canceling shares, or (ii) reducing the nominal value of shares through an amendment of our Articles of Association. Cancellation with repayment of shares or partial repayment on shares or release from the obligation to pay up may also be made or given exclusively with respect to Common Shares, Financing Preference Shares or Preference Shares.

QIAGEN N.V. | Financial Report 2024 Overview Management Report Corporate Governance Financial Statements Appendices Page 174

Appendices

Financial Year, Annual Accounts and Independent Registered Public Accounting Firm

Our financial year coincides with the calendar year. Dutch law requires that within four months after the end of the financial year, the Managing Board must make available a report with respect to such financial year, including our financial statements for such year prepared under International Financial Reporting Standards and accompanied by an Independent Auditor's Report. The annual report is submitted to the Annual General Meeting for adoption.

The General Meeting appoints the external auditor of our statutory financial statements prepared in accordance with International Financial Reporting Standards and to issue a report thereon. On June 21, 2024, our shareholders appointed KPMG Accountants N.V. to serve as our external auditor for our statutory consolidated financial statements prepared in accordance with International Financial Reporting Standards for the year ended December 31, 2024. Additionally, on June 21, 2024, our shareholders appointed Ernst & Young Accountants LLP to serve as our external auditor for our statutory consolidated financial statements prepared in accordance with International Financial Reporting Standards for the year ending December 31, 2025.

Dividends and Other Distributions

Subject to certain exceptions, dividends may only be paid out of profits as shown in our annual financial statements as adopted by the General Meeting. Distributions may not be made if the distribution would reduce shareholders' equity below the sum of the paid-up and called-up capital and any reserves required by Dutch law or our Articles of Association.

Out of profits, dividends must first be paid on any outstanding Preference Shares (the Preference Share Dividend) in a percentage (the Preference Share Dividend Percentage) of the obligatory call amount paid up on such shares at the beginning of the financial year in respect of which the distribution is made. The Preference Share Dividend Percentage is equal to the average main refinancing rates during the financial year for which the distribution is made. Average main refinancing rate shall be understood to mean the average value on each individual day during the financial year for which the distribution is made of the main refinancing rates prevailing on such day. The main

refinancing rate shall be understood to mean the rate of the Main Refinancing Operation as determined and published from time to time by the European Central Bank. If and to the extent that profits are not sufficient to pay the Preference Share Dividend in full, the deficit shall be paid out of the reserves, with the exception of any reserve which was formed as share premium reserve upon the issue of Financing Preference Shares. If, in any financial year, the profit is not sufficient to make the distributions referred to above and if no distribution or only a partial distribution is made from the reserves referred to above, such that the deficit is not fully made good, no further distributions will be made as described below until the deficit has been made good.

Out of profits remaining after payment of any dividends on Preference Shares, the Supervisory Board shall determine such amounts as shall be kept in reserve. Out of any remaining profits not allocated to reserves, a dividend (the Financing Preference Share Dividend) shall be paid on the Financing Preference Shares equal to a percentage (the Financing Preference Share Dividend Percentage) over the nominal value of the Financing Preference Shares, increased by the amount of share premium that was paid upon the first issue of Financing Preference Shares. The Financing Preference Shares Dividend Percentage is a function of the average effective yield on the prime interest rate on corporate loans in the United States as quoted in the Wall Street Journal, following the calculation set forth in article 40.4 of our Articles of Association. If and to the extent that the profits are not sufficient to pay the Financing Preference Share Dividend in full, the deficit may be paid out of the reserves if the Managing Board so decides with the approval of the Supervisory Board, with the exception of the reserve which was formed as share premium upon the issue of Financing Preference Shares.

Insofar as the profits have not been distributed or allocated to reserves as specified above, the General Meeting may act to allocate such profits, provided that no further dividends will be distributed on the Preference Shares or the Financing Preference Shares.

The Managing Board may, with due observance of Article 2:105 of the Dutch Civil Code and with the approval of the Supervisory Board, distribute an

interim dividend, if and to the extent that the profits so permit. Interim dividends may be distributed on one class of shares only.

The General Meeting may resolve on the proposal of the Supervisory Board, to distribute dividends or reserves, wholly or partially, in the form of shares.

Distributions as described above are payable as from a date to be determined by the Supervisory Board. Distributions will be made payable at an address or addresses in the Netherlands, to be determined by the Supervisory Board, as well as at least one address in each country where the shares are listed or quoted for trading. The Supervisory Board may determine the method of payment of cash distributions. Distributions in cash that have not been collected within five years and two days after they have become due and payable shall revert to QIAGEN.

Dutch law provides that the declaration of dividends out of the profits that are at the free disposal of the General Meeting is the exclusive right of the General Meeting. This is different from the corporate law of most jurisdictions in the United States, which permits a corporation's board of directors to declare dividends.

Shareholder Meetings, Voting Rights and Other Shareholder Rights

The Annual General Meeting is required to be held within six months after the end of each financial year for the purpose of, among other things, adopting the annual accounts and filling of any vacancies on the Managing Board and Supervisory Board.

Extraordinary General Meetings are held as often as deemed necessary by the Managing Board or Supervisory Board, or upon a request to the Managing Board or Supervisory Board by one or more shareholders and other persons entitled to attend meetings jointly representing (i) at least 40% of our issued share capital, with those persons jointly being authorized to convene such a meeting themselves in case the Boards do not timely comply with the request, in accordance with the Articles of Association, or (ii) at least 10% of our issued share capital, with those persons jointly being authorized to convene such a meeting themselves in case the Boards do not timely comply with the request,

but only if and to the extent authorized thereto by a competent Dutch court in accordance with the laws of the Netherlands.

General Meetings are held in Amsterdam, Haarlemmermeer (Schiphol Airport), Arnhem, Maastricht, Rotterdam, Venlo or The Hague. The notice convening a General Meeting must be given in such manner as shall be authorized by law including, but not limited to, an announcement published by electronic means no later than the forty-second day prior to the day of the General Meeting. The notice will contain the agenda for the meeting or the notice is published along with the agenda.

The agenda shall contain such subjects to be considered at the General Meeting, as the persons convening or requesting the meeting shall decide. Under Dutch law, holders of shares representing solely or jointly at least three hundredth part of the issued share capital may request QIAGEN, not later than on the sixtieth day prior to the day of the General Meeting, to include certain subjects in the notice convening a meeting. No valid resolutions can be adopted at a General Meeting in respect of subjects which are not mentioned in the agenda.

Dutch corporate law sets a mandatory (participation and voting) record date for Dutch listed companies fixed at the twenty-eighth day prior to the day of the shareholders' meeting. Shareholders registered at such record date are entitled to attend and exercise their rights as shareholders at the General Meeting, regardless of a sale of shares after the record date.

General Meetings are presided over by the Chairman of the Supervisory Board or, in his absence, by any person nominated by the Supervisory Board.

At the General Meeting, each share shall confer the right to cast one vote, unless otherwise provided by law or our Articles of Association. No votes may be cast in respect of shares that we or our subsidiaries hold, or by usufructuaries and pledgees. All shareholders and other persons entitled to vote at General Meetings are entitled to attend General Meetings, to address the meeting and to vote. They must notify the Managing Board in writing of their intention to be present or represented not later than on the third day prior to the day of the meeting, unless the Managing Board permits notification within a

shorter period of time prior to any such meeting. Subject to certain exceptions, resolutions may be passed by a simple majority of the votes cast.

Except for resolutions to be adopted by the meeting of holders of Preference Shares, our Articles of Association do not allow the adoption of shareholder resolutions by written consent (or otherwise without holding a meeting).

Further, a resolution of the General Meeting to amend our Articles of Association is only valid if the complete proposal has been made available for inspection by the shareholders and the other persons entitled to attend General Meetings at our offices as from the day of notice convening such meeting until the end of the meeting. A resolution to amend our Articles of Association to change the rights attached to the shares of a specific class requires the approval of the relevant class meeting.

Resolutions of the General Meeting in a meeting that has not been convened by the Managing Board and/or the Supervisory Board, or resolutions included on the agenda for the meeting at the request of shareholders, will be valid only if adopted with a majority of two-thirds of votes cast representing more than half the issued share capital, unless our Articles of Association require a greater majority or quorum.

A resolution of the General Meeting to approve a legal merger or the sale of all or substantially all of our assets is valid only if adopted by a vote of at least two-thirds of the issued share capital, unless proposed by the Supervisory Board, in which case a simple majority of the votes cast shall be sufficient.

A shareholder shall, upon request, be provided, free of charge, with written evidence of the contents of the share register with regard to the shares registered in its name. Furthermore, any shareholder shall, upon written request, have the right, during normal business hours, to inspect our share register and a list of our shareholders and their addresses and shareholdings, and to make

copies or extracts therefrom. Such request must be directed to our Managing Directors at our registered office in the Netherlands or at our principal place of business. Financial records and other company documents (other than those made public) are not available in this manner for shareholder review, but an extract of the minutes of the General Meeting shall be made available.

According to Dutch law and our Articles of Association, certain resolutions of the Managing Board regarding a significant change in the identity or nature of us or our enterprise are subject to the approval of the General Meeting. The following resolutions of the Managing Board require the approval of the General Meeting in any event:

(1) the transfer of our enterprise, or practically our entire enterprise, to a third party;
(2) the entry into or termination of a long-term cooperation by us or one of our subsidiaries (dochtermaatschappijen) with another legal person or partnership or as a fully liable general partner of a limited partnership or a general partnership, if such cooperation or termination is of far-reaching significance for us; and
(3) the acquisition or divestment by us or one of our subsidiaries (dochtermaatschappijen) of a participating interest in the capital of a company with a value of at least one-third of the sum of our assets according to our consolidated balance sheet and explanatory notes in our last adopted annual accounts.

No Derivative Actions; Right to Request Independent Inquiry

Dutch law does not afford shareholders the right to institute actions on behalf of us or in our interest. Shareholders, acting alone or together, holding at least one-tenth of our issued capital, or shares representing an aggregate nominal value of EUR 225,000, may inform the Managing Board and the Supervisory Board of their objections as to our policy or the course of our affairs and, within a reasonable time thereafter, may request the Enterprise Chamber of the Court of Appeal in Amsterdam to order an inquiry into the policy and the course of our affairs by independent investigators. If such an inquiry is ordered and the investigators conclude that there has been mismanagement, the shareholders

can request the Enterprise Chamber to order certain measures such as a suspension or annulment of resolutions.

Dissolution and Liquidation

The General Meeting may resolve to dissolve QIAGEN upon the proposal of the Supervisory Board. If QIAGEN is dissolved, the liquidation shall be carried out by the person designated for that purpose by the General Meeting, under the supervision of the Supervisory Board. The General Meeting shall, upon the proposal of the Supervisory Board, determine the remuneration payable to the liquidators and to the person responsible for supervising the liquidation.

During the liquidation process, the provisions of our Articles of Association will remain applicable to the extent possible.

In the event of our dissolution and liquidation, the assets remaining after payment of all debts and liquidation expenses will be distributed among registered holders of Common Shares in proportion to the nominal value of their Common Shares, subject to liquidation preference rights of holders of Preference Shares and Financing Preference Shares, if any.

Restrictions on Transfer of Preference Shares

The Supervisory Board, upon application in writing, must approve each transfer of Preference Shares. If approval is refused, the Supervisory Board will designate prospective purchasers willing and able to purchase the shares, otherwise, the transfer will be deemed approved.

Limitations in our Articles of Association on Rights to Own Securities

Other than with respect to usufructuaries and pledgees who have no voting rights, our Articles of Association do not impose limitations on rights to own our securities including the rights of non-resident or foreign shareholders to hold or exercise voting rights on the securities imposed by foreign law or by the charter or other constituent document of the Company or state.

Provisions which May Defer or Prevent a Change in Control

The Option Agreement and our Articles of Association could, under certain circumstances, prevent a third party from obtaining a majority of the voting control of our shares by issuing Preference Shares. Under the Option Agreement, SPAQ could acquire Preference Shares subject to the provisions referred to under "Preference Shares."

If SPAQ acquires the Preference Shares, the bidder may withdraw its bid or enter into negotiations with the Managing Board and/or Supervisory Board and agree on a higher bid price for our shares.

Shareholders who obtain control of a company are obliged to make a mandatory offer to all other shareholders. The threshold for a mandatory offer is set at the ability to exercise 30% of the voting rights at the general meeting of shareholders in a Dutch public limited company (naamloze vennootschap) whose securities are admitted to trading on a regulated market in the EU, such as QIAGEN.

Ownership Threshold Requiring Disclosure

Our Articles of Association do not provide an ownership threshold above which ownership must be disclosed. However, there are statutory requirements to disclose share ownership above certain thresholds under Dutch law. See "Obligation of Shareholders to Disclose Major Holdings."

Obligation of Shareholders to Disclose Major Holdings

Holders of our shares or rights to acquire shares (which include options and convertible bonds - see also below) may be subject to notification obligations under the Dutch Financial Markets Supervision Act (FMSA or Wet op het financieel toezicht).

Pursuant to the FMSA, any person who, directly or indirectly, acquires or disposes of an interest (including a potential interest, such as options and convertible bonds) in our issued share capital or voting rights must notify the Netherlands Authority for the Financial Markets (AFM) without delay, if as a result of such acquisition or disposal, the percentage of capital interest or voting rights held by such person in QIAGEN reaches, exceeds or falls below any of the following thresholds: 3%, 5%, 10%, 15%, 20%, 25%, 30%, 40%, 50%, 60%, 75% and 95%. The notifications should be made electronically through the notification system of the AFM.

A notification requirement also applies if a person's capital interest or voting rights reaches, exceeds or falls below the above-mentioned thresholds as a result of a change in our total issued share capital or voting rights. Such notification has to be made no later than the fourth trading day after the AFM has published our notification as described below.

Under the FMSA, we are required to notify the AFM without delay of the changes to our total issued share capital or voting rights if our issued share capital or voting rights changes by 1% or more since our previous notification. We must furthermore quarterly notify the AFM within eight days after the end of the relevant quarter, in the event our issued share capital or voting rights changed by less than 1% in that relevant quarter since our previous notification.

Furthermore, each person who is or ought to be aware that, as a result of the exchange of certain financial instruments, such as options for shares, his actual capital or voting interest in QIAGEN, reaches, exceeds or falls below any of the following thresholds: 3%, 5%, 10%, 15%, 20%, 25%, 30%, 40%, 50%, 60%, 75% and 95%, vis-à-vis his most recent notification to the AFM, must give notice to the AFM no later than the fourth trading day after he became or ought to be aware of this change.

Controlled entities, within the meaning of the FMSA, do not have notification obligations under the FMSA, as their direct and indirect interests are attributed to their (ultimate) parent. Any person may qualify as a parent for purposes of the FMSA, including an individual. A person who has a 3% or larger interest in our share capital or voting rights and who ceases to be a controlled entity for these purposes must notify the AFM without delay. As of the date of that notification, all notification obligations under the FMSA will become applicable to that entity.

For the purpose of calculating the percentage of capital interest or voting rights, the following interests must, inter alia, be taken into account: (i) our shares or voting rights on our shares directly held (or acquired or disposed of) by a person, (ii) our shares or voting rights on our shares held (or acquired or disposed of) by such person's controlled entity, or by a third party for such person's account or by a third party with whom such person has concluded an

oral or written voting agreement (including a discretionary power of attorney), and (iii) our shares or voting rights on our shares which such person, or any subsidiary or third party referred to above, may acquire pursuant to any option or other right held by such person (or acquired or disposed of, including, but not limited to, on the basis of convertible bonds). Special rules apply with respect to the attribution of our shares or voting rights on our shares which are part of the property of a partnership or other community of property. A holder of a pledge or right of usufruct (vruchtgebruik) in respect of our shares can also be subject to the notification obligations of the FMSA, if such person has, or can acquire, the right to vote on our shares or, in the case of depository receipts, our underlying shares. The acquisition of (conditional) voting rights by a pledgee or usufructuary may also trigger the notification obligations as if the pledgee or beneficial owner were the legal holder of our shares or voting rights on our shares. A holding in certain cash settled derivatives (such as cash settled call options and total equity return swaps) referencing to our shares should also be taken into account for the purpose of calculating the percentage of capital interest.

Gross short positions in our shares must also be notified to the AFM. For these gross short positions, the same thresholds apply for notifying an actual or potential interest in our issued share capital and/or voting rights as referred to above, and without any set-off against long positions.

In addition, pursuant to Regulation (EU) No 236/2012, each person holding a net short position amounting to 0.2% of our issued share capital is required to report such position to the AFM. Each subsequent increase of this position by 0.1% above 0.2% will also need to be reported. Each net short position equal to 0.5% of our issued share capital, and any subsequent increase of that position by 0.1%, will be made public via the AFM short selling register. To calculate whether a natural person or legal person has a net short position, their short positions and long positions must be set-off. A short transaction in a share can only be contracted if a reasonable case can be made that the shares sold can actually be delivered, which requires confirmation of a third party that the shares have been located.

The AFM does not issue separate public announcements of the above notifications. However, it does keep a public register of all notifications made pursuant to the above disclosure obligations under the FMSA on its website www.afm.nl. Third parties can request to be notified automatically by e-mail of changes to the public register in relation to a particular company's shares or a particular notifying party.

Non-compliance with the notification obligations under the FMSA may lead to criminal fines, administrative fines, imprisonment or other sanctions. In addition, non-compliance with the shareholding disclosure obligations under the FMSA may lead to civil sanctions, including suspension of the voting rights relating to our shares held by the offender for a period of not more than three years and a prohibition applicable to the offender to acquire any of our shares or voting rights on our shares for a period of up to five years.

Management Notifications

Pursuant to the FMSA, each Managing Director and each Supervisory Director must notify the AFM: (a) within two weeks after his or her appointment of the number of our shares or rights to acquire shares he or she holds and the number of votes he or she is entitled to cast in respect to our issued share capital, and (b) subsequently, each change in the number or our shares or rights to acquire shares such member holds and of each change in the number of votes he or she is entitled to cast in respect of our issued share capital, immediately after the relevant change. If a Managing Director or Supervisory Director has notified the AFM of a change in shareholding under the FMSA as described above under "Obligation of Shareholders to Disclose Major Holdings," such notification is sufficient for the purposes as described in this paragraph.

Furthermore, pursuant to European Union Regulation (EU) No 596/2014 (the Market Abuse Regulation) and the regulations promulgated thereunder, any Managing Director and Supervisory Director, as well as any other person discharging managerial responsibilities in respect of QIAGEN who has regular access to inside information relating directly or indirectly to QIAGEN and the power to take managerial decisions affecting future developments and business prospects of QIAGEN, must notify the AFM and QIAGEN by means of a

standard form of any transactions conducted for his or her own account relating to the shares or debt instruments of QIAGEN or to derivatives or other financial instruments linked thereto.

In addition, pursuant to the Market Abuse Regulation, certain persons who are closely associated with Managing Directors and Supervisory Directors or any of the other persons as described above, are required to notify the AFM and QIAGEN of any transactions conducted for their own account relating to the shares or debt instruments of QIAGEN or to derivatives or other financial instruments linked thereto. The Market Abuse Regulation covers, inter alia, the following categories of persons: (i) the spouse or any partner considered by national law as equivalent to the spouse; (ii) dependent children; (iii) other relatives who have shared the same household for at least one year at the relevant transaction date; and (iv) any legal person, trust or partnership whose, among other things, managerial responsibilities are discharged by a person referred to under (i) to (iii) above or by the relevant Managing Directors and Supervisory Directors or other person discharging the managerial responsibilities in respect of QIAGEN as described above.

The notifications pursuant to the Market Abuse Regulation described above must be made to the AFM no later than the third business day following the relevant transaction date. Under certain circumstances, these notifications may be postponed until all transactions within a calendar year have reached a total amount of €5,000 (calculated without netting). Any subsequent transaction must be notified as set forth above. If a Managing Director or Supervisory Director has notified a change in the number of our shares or options to acquire shares the member holds or a change in the number of votes he or she is entitled to cast to the AFM under the FMSA as described in the first paragraph above, such notification - but only to the extent there is an overlap with the notification obligations under the Market Abuse Regulation - is sufficient for the purposes of the Market Abuse Regulation as described in this paragraph.

Principal Accountant Fees and Services

Audit Committee Pre-Approval Policies and Procedures

Our independent registered public accounting firm is KPMG AG Wirtschaftsprüfungsgesellschaft, Düsseldorf, Germany, Auditor Firm ID: 1021.

The Audit Committee has adopted a policy that requires the pre-approval of all services performed for us by our independent registered public accounting firm. Additionally, the Audit Committee has delegated to the Audit Committee Chair full authority to approve any management request for pre-approval, provided the Chair presents any approval given at its next scheduled meeting. All auditrelated services, tax services and other services rendered by our independent registered public accounting firm or their affiliates were pre-approved by the Audit Committee and are compatible with maintaining the auditor's independence.

Set forth below are the total fees billed (or expected to be billed), on a consolidated basis, by the independent registered public accounting firm or their affiliates for providing audit and other professional services in each of the last two years:

(in millions)	2024	2023
Audit fees	\$3.4	\$2.9
Consolidated financial statements	2.4	2.4
Statutory financial statements	1.0	0.5
Audit-related fees	0.1	—
Tax fees	0.1	0.2
All other fees	—	—
Total	\$3.6	\$3.1

Audit fees consist of fees and expenses billed for the annual audit and quarterly review of QIAGEN's consolidated financial statements and for providing assurance on the sustainability reporting. They also include fees billed for other audit services, which are those services that only the statutory auditor can

provide, and include the review of documents filed with the U.S. Securities and Exchange Commission.

Audit-related fees consist of fees and expenses billed for assurance and related services that are related to the performance of the audit or review of QIAGEN's financial statements and include consultations concerning financial accounting of capital market transactions and reporting standards and review of the opening balance sheets of newly acquired companies.

Tax fees include fees and expenses billed for tax compliance services. All other fees include various fees and expenses billed for services, such as transaction due diligence, as approved by the Audit Committee and as permitted by the Sarbanes-Oxley Act of 2002.

Change in Registrant's Certifying Accountant

In accordance with Dutch law, the external auditor of our statutory consolidated financial statements prepared in accordance with International Financial Reporting Standards and filed with the Netherlands Authority for the Financial Markets (AFM), is appointed by our general meeting of shareholders on the proposal of the Supervisory Board, after the Supervisory Board has been advised by the Audit Committee. Further, under the Dutch Audit Profession Act, we are required to rotate our external audit firm at least every ten years, which would require us to change our external auditor for the year ended 2025. The Audit Committee advised the Supervisory Board to recommend that our shareholders approve EY Accountants B.V. (formerly Ernst & Young Accountants LLP) as our statutory auditor at the 2024 Annual General Meeting of Shareholders. At our 2024 Annual General Meeting of Shareholders held on June 21, 2024, our shareholders appointed EY Accountants B.V. as the Company's external auditor for the year ending December 31, 2025.

Following the appointment of EY Accountants B.V. for the audit of our statutory consolidated financial statements, the external auditor for our consolidated financial statements prepared under U.S. generally accepted accounting principles was changed to EY GmbH & Co. KG Wirtschaftsprüfungsgesellschaft

who will audit the consolidated financial statements as of and for the year ended December 31, 2025.

The reports on our financial statements for the past two years did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

In connection with the audits of our financial statements for each of the two years ended December 31, 2024 and 2023, and in the subsequent interim period through March 28, 2025, (i) there were no disagreements with KPMG AG Wirtschaftsprüfungsgesellschaft on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedures which disagreements if not resolved to the satisfaction would have caused them to make reference in connection with their opinion to the subject matter of the disagreement; and (ii) there were no "reportable events" as that term is described in Item 304(a)(1)(v) of Regulation S-K.

The audit reports of KPMG AG Wirtschaftsprüfungsgesellschaft on the consolidated financial statements of QIAGEN N.V. and subsidiaries as of and for the years ended December 31, 2024 and 2023 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.

The Company has provided KPMG AG Wirtschaftsprüfungsgesellschaft with a copy of the foregoing disclosures and requested that KPMG AG Wirtschaftsprüfungsgesellschaft furnish it with a letter addressed to the U.S. Securities and Exchange Commission whether KPMG AG Wirtschaftsprüfungsgesellschaft agrees with the above statements. A copy of the letter from KPMG AG Wirtschaftsprüfungsgesellschaft is attached as Exhibit 15.3 to this Form 20-F.

Taxation

The following is a general summary of certain material United States federal income tax consequences to holders of our Common Shares who are "U.S. Holders" (as such term is defined below) and certain material Netherlands tax consequences to holders of our Common Shares who are "non-resident Shareholders" or "Shareholders" (as each term is defined below). This summary does not discuss every aspect of such taxation that may be relevant to such holders. Therefore, all prospective purchasers of our Common Shares described above are advised to consult their own tax advisors with respect to the United States federal, state and local tax consequences, as well as the Netherlands tax consequences, of the ownership of our Common Shares.

The statements of the Netherlands and United States tax laws set out below are based on the laws in force as of the date of this Annual Report on Form 20-F and, as a consequence, are subject to any changes in United States or the Netherlands law, or in the taxation conventions concluded by the United States and the Netherlands, occurring after such date. Tax considerations associated with currently enacted laws which are not in force as of this date have not been addressed in this description.

Netherlands Tax Considerations

The following describes the material tax consequences of an investment in our Common Shares under Netherlands law. Such description is based on current understanding of Netherlands' tax law currently in force as interpreted under officially published case law and in published policy, and it is limited to the tax implications for an owner of our Common Shares who is not, or is not deemed to be, a resident of the Netherlands for purposes of the relevant tax laws (a "non-resident Shareholder" or "Shareholder").

Dividend Withholding Tax

General

Upon distribution of dividends, we are obligated to withhold 15% dividend tax at source and to pay the amount withheld to the Netherlands taxing authorities. The term "dividends" means income from shares or other rights participating in profits as well as income from other corporate rights that are subjected to the same taxation treatment as income from shares by the laws of the Netherlands. Dividends include dividends in cash or in kind, constructive dividends, certain repayments of capital qualified as dividends, interest on loans that are treated as equity instruments for Netherlands corporate income tax purposes and

liquidation proceeds in excess of, for Netherlands tax purposes, recognized paid-in capital. Stock dividends are also subject to dividend withholding tax, unless derived from our paid-in share premium that is recognized as equity for Netherlands tax purposes.

No dividend withholding tax should apply on the proceeds resulting from the sale or disposition of our Common Shares to persons other than QIAGEN and our affiliates. A disposition of our Common Shares to QIAGEN or to our affiliates should, in general, be subject to dividend withholding tax.

A domestic exemption from the Netherlands dividend withholding tax may apply when dividends are paid to a corporate Shareholder that owns 5% or more of the nominal paid-up share capital and qualifies as a beneficial owner and is solely resident in an EU/EEA Member State or in a country with which the Netherlands has concluded a tax convention that includes a dividend article. This general exemption does not apply to abusive structures. A structure is deemed abusive if a corporate Shareholder owns our Common Shares with the main purpose, or one of the main purposes, to avoid tax for another individual or entity and the structure is considered artificial (i.e., not put into place for valid commercial reasons that reflect economic reality). This domestic exemption may under conditions further not apply in case of hybrid mismatches.

A corporate Shareholder may also be eligible for relief of the Netherlands dividend withholding tax under Netherlands' tax law or under a tax convention that is in force between the country of residence of the Shareholder and the Netherlands.

Specific for U.S. Shareholders

The regular 15% dividend withholding tax is withheld by us on dividends we pay to a resident of the United States. For a corporate U.S. Shareholder that cannot benefit from the Dutch domestic exemption (as explained above), withholding tax on dividends may still be reduced to 5% or 0% if the recipient is entitled to benefits under the Tax Convention between the Netherlands and the United States (the Convention) and the relevant specific conditions are met. Dividends we pay to U.S. pension funds and U.S. tax-exempt organizations

may be eligible for an exemption from dividend withholding tax under the Convention.

Dividend Stripping

A refund, reduction, exemption or credit of the Netherlands dividend withholding tax on the basis of the Netherlands' tax law, or on the basis of a tax convention between the Netherlands and another state, will only be granted if the dividends are paid to the beneficial owner (uiteindelijk gerechtigde) of the dividends. A recipient of a dividend is amongst others not considered to be the beneficial owner of a dividend in an event of "dividend stripping." In general terms, "dividend stripping" can be described as the situation in which a foreign or domestic person (usually, but not necessarily, the original shareholder) has transferred, in return for a consideration, its shares or its entitlement to the dividend distributions to a party that has a more favorable right to a refund or reduction of the Netherlands dividend withholding tax than the foreign or domestic person. In these situations, the foreign or domestic person (usually the original shareholder) avoids the Netherlands dividend withholding tax while retaining an interest in the shares and the dividend distributions, by transferring its shares or its entitlement to the dividend distributions in exchange for a consideration.

Income Tax and Corporate Income Tax

General

A non-resident Shareholder will not be subject to Netherlands income tax or corporate income tax with respect to dividends we distribute on our Common Shares, or with respect to capital gains derived from the sale or disposition of our Common Shares, provided that:

a. the non-resident Shareholder does not carry on, or have an interest in, a business in the Netherlands through a permanent establishment or a permanent representative to which or to whom the Common Shares are attributable or deemed to be attributable;
b. the non-resident Shareholder does not have a direct or indirect substantial or deemed substantial interest (aanmerkelijk belang, as defined in the

Netherlands' tax law) in our share capital or, in the case of an individual, such a substantial interest, such interest is a "business asset," or, in the case of a corporate Shareholder, the arrangement or a series of arrangements are not put in place with the main purpose, or one of the main purposes, to avoid Netherlands income tax for another person or cannot be considered artificial. An arrangement, or series of arrangements, are considered artificial to the extent they have not been put in place for valid commercial reasons that reflect economic reality; and

c. the non-resident Shareholder is not entitled to a share in the profits of an enterprise to which our Common Shares are attributable, and that is effectively managed in the Netherlands, other than by way of securities or through an employment contract.

In general terms, a substantial interest (aanmerkelijk belang) in our share capital does not exist if the Shareholder (individuals as well as corporations), alone or together with his partner, does not own, directly or indirectly, 5% or more of the issued capital of (a class of) our shares; does not have the right to acquire 5% or more of the issued capital of (a class of) our shares; and does not have the right to share in our profit or liquidation revenue amounting to 5% or more of the annual profits or liquidation revenue.

There is no all-encompassing definition of the term "business asset." Whether this determination can be made in general depends on the facts presented and, in particular, on the activities performed by the Shareholder. If the Shareholder materially conducts a business activity, while the key motive of his investment in our Shares may not be his earnings out of the investment in our Shares but our economic activity, an investment in our Shares will generally be deemed to constitute a business asset, in particular if the Shareholder's involvement in our business will exceed regular monitoring of his investment in our Shares.

A non-resident Shareholder that holds a substantial interest in our share capital may be eligible for an exemption or a reduction of Netherlands income tax or corporate income tax under a tax convention.

Specific for U.S. Shareholders

U.S. Shareholders that do not own a substantial interest should not be subject to Dutch Personal Income Tax or Dutch Corporate Income Tax (as explained above). For U.S. Shareholders that do own a substantial interest, Dutch Personal Income Tax or Dutch Corporate Income Tax could be due. However, U.S. Shareholders that are entitled to benefits of the Convention may be eligible for tax relief.

Gift and Inheritance Tax

A gift or inheritance of our Common Shares from a non-resident Shareholder should generally not be subject to a Netherlands gift and inheritance tax, provided that the Shareholder is not considered a (deemed) resident of the Netherlands. The Netherlands has concluded a tax convention with the United States based on which double taxation on inheritances may be avoided if the inheritance is subject to Netherlands and/or U.S. inheritance tax and the deceased was a resident of either the Netherlands or the United States.

United States Federal Income Tax Considerations

The following summary describes certain U.S. federal income tax considerations generally applicable to U.S. Holders (as defined below) of our Common Shares. This summary deals only with our Common Shares held as capital assets within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the Code). This summary also does not address the tax consequences that may be relevant to holders in special tax situations including, without limitation, dealers in securities; traders that elect to use a mark-to-market method of accounting; pass-through entities such as partnerships, S corporations, disregarded entities for U.S. federal income tax purposes and limited liability companies (and investors therein); holders that own our Common Shares as part of a "straddle," "hedge," "conversion transaction," or other integrated investment; banks or other financial institutions; individual retirement accounts and other tax-deferred accounts; insurance companies; taxexempt organizations; U.S. expatriates; holders whose functional currency is not the U.S. dollar; holders subject to the alternative minimum tax; holders that acquired our Common Shares in a compensatory transaction; holders subject to special tax accounting rules as a result of any item of gross income with respect

to the Common Shares being taken into account in an applicable financial statement; or holders that have owned or will (directly, indirectly or constructively) own 10% or more of the total voting power or value of our Common Shares.

This summary is based upon the Code, applicable U.S. Treasury regulations, administrative pronouncements and judicial decisions, in each case as in effect on the date hereof, all of which are subject to change (possibly with retroactive effect). No ruling will be or has been requested from the Internal Revenue Service (IRS) regarding the tax consequences described herein, and there can be no assurance that the IRS will agree with the discussion set out below. This summary does not address any consequences other than U.S. federal income tax consequences (such as the estate and gift tax, the Medicare tax on net investment income, state and local tax or non-U.S. tax). Except as specifically set forth below, this summary does not discuss applicable tax reporting requirements.

As used herein, the term "U.S. Holder" means a beneficial owner of our Common Shares that is, for U.S. federal income tax purposes, (i) a citizen or resident of the United States, (ii) a corporation or other entity taxable as a corporation created in or organized under the laws of the United States or any state thereof or therein or the District of Columbia, (iii) an estate, the income of which is subject to U.S. federal income taxation regardless of its source, or (iv) a trust (a) that is subject to the supervision of a court within the United States and under the control of one or more United States persons as described in Section 7701(a)(30) of the Code, or (b) that has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person.

If an entity or other arrangement classified as a partnership for U.S. federal income tax purposes acquires our Common Shares, the tax treatment of a partner in the partnership generally will depend upon the status of the partner and the activities of the partnership. Partners of a partnership considering an investment in our Common Shares should consult their tax advisors regarding the U.S. federal income tax consequences of acquiring, owning and disposing our Common Shares.

Taxation of Dividends

Subject to the discussion below under "Passive Foreign Investment Company Status," the sum of any cash plus the fair market value of any property that we distribute (before reduction for Netherlands withholding tax) to a U.S. Holder with respect to our Common Shares generally will be included in the U.S. Holder's gross income as a dividend, taxable as ordinary income from foreign sources to the extent of our current or accumulated earnings and profits (as determined for U.S. federal income tax purposes).

Dividends paid to a non-corporate U.S. Holder by a "qualified foreign corporation" may be subject to a reduced rate of tax if certain conditions are met, including the following: QIAGEN must not be classified as a "passive foreign investment company" (PFIC) (discussed below), QIAGEN must be a "qualified foreign corporation" (as defined below), the U.S. Holder must satisfy a holding period requirement, and the distribution must not be treated to the U.S. Holder as "investment income" for purposes of the investment interest deduction rules. A "qualified foreign corporation" generally includes a foreign corporation (other than a foreign corporation that is a PFIC with respect to the relevant U.S. Holder for the taxable year in which the dividends are paid or for the preceding taxable year) (i) whose Common Shares are readily tradable on an established securities market in the United States, or (ii) which is eligible for benefits under a comprehensive U.S. income tax treaty that includes an exchange of information program and which the U.S. Treasury Department has determined is satisfactory for these purposes. Our Common Shares are expected to be readily tradable on the NYSE, an established securities market. U.S. Holders should consult their own tax advisors regarding the availability of the reduced tax rate on dividends in light of their particular circumstances. Dividends on our Common Shares generally will not be eligible for the dividends received deduction available to corporations in respect of dividends received from other U.S. corporations.

Distributions in excess of our earnings and profits (as determined for U.S. federal income tax purposes) will be treated as a non-taxable return of capital to the extent of the U.S. Holder's adjusted tax basis in our Common Shares and thereafter as capital gain. However, we do not intend to calculate our earnings

and profits under U.S. federal income tax principles. Therefore, U.S. Holders should expect that a distribution will generally be treated as a dividend even if that distribution would otherwise be treated as a non-taxable return of capital or as capital gain under the rules described above.

Foreign Tax Credit

Subject to the PFIC rules discussed below, a U.S. Holder that is subject to Netherlands withholding tax with respect to dividends paid on the Common Shares generally will be entitled, at the election of such U.S. Holder, to receive either a deduction or a credit for such Netherlands withholding tax. Generally, subject to the limitations described in the next paragraph, a credit will reduce a U.S. Holder's U.S. federal income tax liability on a dollar-for-dollar basis, whereas a deduction will reduce a U.S. Holder's income subject to U.S. federal income tax. This election is made on a year-by-year basis and generally applies to all foreign taxes paid (whether directly or through withholding) or accrued by a U.S. Holder during a year.

Limitations apply to the foreign tax credit, including the general limitation that the credit cannot exceed the proportionate share of a U.S. Holder's U.S. federal income tax liability (determined before application of the foreign tax credit) that such U.S. Holder's "foreign source" taxable income bears to such U.S. Holder's worldwide taxable income. In applying this limitation, a U.S. Holder's various items of income and deduction must be classified, under complex rules, as either "foreign source" or "U.S. source" and the limitation is calculated separately for each with respect to specific categories of income. Generally, dividends paid by a foreign corporation should be treated as foreign source for this purpose, and gains recognized on the sale of stock of a foreign corporation by a U.S. Holder should generally be treated as U.S. source for this purpose, except as otherwise provided in an applicable income tax treaty or if an election is properly made under the Code. However, the amount of a distribution with respect to the Common Shares that is treated as a "dividend" may be lower for U.S. federal income tax purposes than it is for Netherlands tax purposes, resulting in a reduced foreign tax credit allowance to a U.S. Holder.

Each U.S. Holder should consult its own U.S. tax advisor regarding the foreign tax credit rules.

Disposition of our Common Shares

Subject to the PFIC rules discussed below, upon the sale or other disposition of our Common Shares, a U.S. Holder will recognize capital gain or loss for U.S. federal income tax purposes equal to the difference between the amount realized on the disposition of our Common Shares and the U.S. Holder's adjusted tax basis in our Common Shares. Such capital gain or loss generally will be subject to U.S. federal income tax. In general, capital gains recognized by a non-corporate U.S. Holder, including an individual, are subject to a lower rate under current law if such U.S. Holder held shares for more than one year. The deductibility of capital losses is subject to limitations. Any such gain or loss generally will be treated as U.S. source income or loss for purposes of the foreign tax credit. A U.S. Holder's initial tax basis in Common Shares generally will equal the cost of such shares.

Passive Foreign Investment Company Status

We may be classified as a PFIC for U.S. federal income tax purposes if certain tests are met. We will be a PFIC with respect to a U.S. Holder if, for any taxable year in which the U.S. Holder held our Common Shares, either (i) 75% or more of our gross income for the taxable year is passive income; or (ii) the average value of our assets (during the taxable year) which produce or are held for the production of passive income is at least 50% of the average value of all assets for such year. Passive income means, in general, dividends, interest, royalties, rents (other than rents and royalties derived in the active conduct of a trade or business and not derived from a related person), annuities and gains from assets which would produce such income other than sales of inventory. Passive assets for this purpose generally include assets held for the production of passive income. Accordingly, passive assets generally include any cash, cash equivalents and cash invested in short-term, interest-bearing debt instruments or bank deposits that are readily convertible into cash. For the purpose of the PFIC tests, if a foreign corporation owns at least 25% (by value) of the stock of another corporation, the foreign corporation is treated as owning its proportionate share of the assets of the other corporation and as if it had

received directly its proportionate share of the income of such other corporation (the "look-through rule"). The effect of the look-through rule with respect to QIAGEN and our ownership of our subsidiaries is that, for purposes of the income and assets tests described above, we will be treated as owning our proportionate share of the assets of our subsidiaries and of earning our proportionate share of each of our subsidiary's income, if any, so long as we own, directly or indirectly, at least 25% of the value of the particular subsidiary's stock. Active business income of our subsidiaries will be treated as our active business income, rather than as passive income. Based on our income, assets and activities, we do not believe that we were a PFIC for our taxable years ended December 31, 2022, December 31, 2023 and December 31, 2024 and do not expect to be a PFIC for the current taxable year. No assurances can be made, however, that the IRS will not challenge this position or that we will not subsequently become a PFIC. Following the close of any tax year, we intend to promptly send a notice to all shareholders of record at any time during such year, if we determine that we are a PFIC.

If we are considered a PFIC for any taxable year that a U.S. Holder holds our Common Shares, any gain recognized by the U.S. Holder on a sale or other disposition of our Common Shares would be allocated pro-rata over the U.S. Holder's holding period for our Common Shares. The amounts allocated to the taxable year of the sale or other disposition, and to any year before we became a PFIC, would be taxed as ordinary income. The amount allocated to each other taxable year would be subject to tax at the highest rate in effect for individuals or corporations, as appropriate, for that taxable year, and an interest charge would be imposed with respect to any amount allocated to any prior taxable year that we were a PFIC. Further, if we are a PFIC for any taxable year, to the extent that any distribution received by a U.S. Holder on our Common Shares exceeds 125% of the average of the annual distributions on our Common Shares received during the preceding three years or the U.S. Holder's holding period, whichever is shorter, such excess amount would be subject to taxation in the same manner as gain on the sale or other disposition of Common Shares if we were a PFIC, described above. Certain elections may be available that would result in alternative treatments (such as mark-to-market treatment) of our Common Shares. If we are treated as a PFIC with respect to a U.S. Holder for any taxable year, the U.S. Holder will be deemed to own shares in any of our subsidiaries that also are PFICs. A timely election to treat us as a qualified electing fund under the Code would result in an alternative treatment. However, we do not intend to prepare or provide the information that would enable U.S. Holders to make a qualified electing fund election. If we are considered a PFIC, a U.S. Holder also will be subject to annual information reporting requirements.

Prospective purchasers of our Common Shares are urged to consult their tax advisors regarding the potential application of the PFIC rules to an investment in the Common Shares.

Foreign Currency Issues

If dividends on our Common Shares are paid in euros, the amount of the dividend distribution included in the income of a U.S. Holder will be the U.S. dollar value of the payments made in euros, determined at a spot, euro/U.S. dollar rate applicable to the date such dividend is includible in the income of the U.S. Holder, regardless of whether the payment is in fact converted into U.S. dollars. Generally, gain or loss (if any) resulting from currency exchange fluctuations during the period from the date the dividend is paid to the date such payment is converted into U.S. dollars will be treated as ordinary income or loss.

Backup Withholding and Information Reporting

U.S. backup withholding and information reporting requirements generally apply to payments made to non-corporate holders of Common Shares that are paid within the United States or through certain U.S. related financial intermediaries. Information reporting will apply to payments of dividends on, and to proceeds from the disposition of, Common Shares by a paying agent within the United States (or through certain U.S. related financial intermediaries) to a U.S. Holder, other than U.S. Holders that are exempt from information reporting and properly certify their exemption. A paying agent within the United States (or through certain U.S. related financial intermediaries) will be required to withhold at the applicable statutory rate, currently 24%, in respect of any payments of dividends on, and the proceeds from the disposition of,

Common Shares to a U.S. Holder (other than U.S. Holders that are exempt from backup withholding and properly certify their exemption) if the holder fails to furnish its correct taxpayer identification number or otherwise fails to comply with applicable backup withholding requirements. U.S. Holders who are required to establish their exempt status generally must provide a properly completed IRS Form W-9.

Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a U.S. Holder's U.S. federal income tax liability. A U.S. Holder generally may obtain a refund of any amounts withheld under the backup withholding rules that exceed such U.S. Holder's income tax liability by filing a refund claim with the IRS in a timely manner and furnishing required information.

Foreign Financial Asset Reporting

Certain U.S. Holders who hold "specified foreign financial assets" (as defined in Section 6038D of the Code), including stock of a non-U.S. corporation that is not held in an account maintained by a U.S. "financial institution" (as defined in Section 6038D of the Code), whose aggregate value exceeds \$50,000 on the last day of the taxable year or \$75,000 at any time during the tax year, may be required to attach to their tax returns for the year certain specified information (on IRS Form 8938) (higher thresholds apply to married individuals filing a joint return and certain individuals residing outside of the United States). Persons who fail to timely furnish the required information may be subject to substantial penalties. Additionally, in the event a U.S. Holder does not file such a report, the statute of limitations on the assessment and collection of U.S. federal income taxes of such U.S. Holder for the related tax year may not close before such report is filed. U.S. Holders (including entities) should consult their own tax advisors regarding their reporting obligations and the possible application of such reporting obligations to the holding of Common Shares.

Government Regulations

We are subject to a variety of laws and regulations in the European Union, the United States and other countries. The level and scope of the regulation varies

depending on the country or defined economic region, but may include, among other things, the research, development, testing, clinical trials, manufacture, storage, recordkeeping, approval, labeling, promotion and commercial sales and distribution of many of our products.

European Union Regulations

In the European Union, in vitro diagnostic medical devices (IVDs) had been regulated under EU-Directive 98/79/EC (IVD Directive) and corresponding national provisions. The IVD Directive required that medical devices meet the essential requirements, including those relating to device safety and efficacy, set out in an annex of the Directive. According to the IVD Directive, EU Member States have presumed compliance with these essential requirements for devices that are in conformity with the relevant national standards transposing the harmonized standards, such as ISO 13485:2016, the quality system standard for medical device manufacturers.

IVD medical devices, other than devices for performance evaluation, must bear the CE marking of conformity when they are placed on the European market. The CE mark is a declaration by the manufacturer that the product meets all the appropriate provisions of the applicable legislation implementing the relevant European Directive. As a general rule, the manufacturer must follow the EU declaration of conformity procedure to obtain or apply a CE mark.

In May 2022, the Directive was replaced by the In Vitro Diagnostic Device Regulation (IVDR) (EU) 2017/746 that was published in May 2017 and given a 5-year transition period until its full implementation on May 26, 2022. Unlike the IVD Directive, the IVDR has binding legal force throughout every Member State. The major goal of the IVDR was to standardize diagnostic procedures within the EU, increase reliability of diagnostic analysis and enhance patient safety. Under the IVDR as enacted by the European Commission (EC), IVDs are subject to additional legal requirements. Among other things, the IVDR introduces a new risk-based classification system and requirements for conformity assessments. Under subsequent amendments of IVDR, IVDs already certified under the IVD Directive by a Notified Body may remain on the market until December 31, 2027, and IVDs certified under the IVD Directive without the involvement of a Notified Body may be placed on the market up to

December 31, 2027 (IVDR class D IVDs), December 31, 2028 (IVDR class C IVDs) and December 31 2029 (IVDR class B and class A sterile IVDs). The deadline for IVDR Class A in vitro diagnostic devices remained as May 26, 2022. The sell-off date was removed in subsequent amendments to the IVDR. As a result, there is no longer a limit for making available IVD products or putting into service IVD instruments that have been placed on the market according to these dates. IVD instruments that were placed on the market under the IVD Directive may remain indefinitely until decommission, if properly maintained. Nonetheless, manufacturers of devices certified under the IVD Directive without the involvement of a Notified Body must comply with specific requirements in the IVDR according to the timelines established, but ultimately, such products, as with all new IVDs, will have to undergo the IVDR's conformity assessment procedures. Under the IVD Directive the majority of QIAGEN products were classified as non-listed Annex II devices (i.e., self-certified without the involvement of a Notified Body), while under the IVDR most of QIAGEN products will require the involvement of a Notified Body, and those that are in the highest risk class (IVDR class D) will have to be tested by a designated EU Reference Laboratory. In addition, the IVDR imposes additional requirements relating to post-market surveillance and submission of post-market performance follow-up reports.

The EC has designated thirteen (13) Notified Bodies to perform conformity assessments under the IVDR, including QIAGEN's Notified Bodies, TÜV Rheinland LGA Products GmbH (NB0197) and BSI Group The Netherlands B.V. (NB 2797). MedTech Europe has issued guidance relating to the IVDR in several areas, e.g., clinical benefit, technical documentation, state of art, accessories, and EUDAMED. On December 5, 2023, the European Commission adopted Implementing Regulation (EU) 2023/2713 designating five EU Reference Laboratories covering the following types of high risk, class D IVDs: hepatitis and retroviruses; herpesviruses; bacterial agents; respiratory viruses that cause life-threatening diseases. The designated EU Reference Laboratories are responsible for verifying performance of IVDs in accordance with common specifications, batch testing of IVDR class D IVDs, collaborating with Notified Bodies to develop best practices for IVD conformity assessments,

and providing scientific and technical assistance on the implementation of the IVDR.

IVDR defines an In-House Device (IHD) as a device that is manufactured and used only within a Health Institution established in the Union and that meets all conditions set in Article 5(5) of such regulation. QIAGEN cannot design, manufacture or use IHDs. However, Health Institutions can lawfully use QIAGEN's products, such as those for non-clinical applications, IVDs, enzymes, or oligos, to create their own IHDs workflows according to Article 5(5) requirements.

Some products manufactured by QIAGEN are intended for non-clinical use. These may include products intended for use in discovering and developing medical knowledge related to human disease and conditions and products for molecular research, genotyping, forensic and human identity testing, food and animal feed safety and quality testing, cancer research, microbiological research and animal pathogen research. These products do not have medical purpose and thus they are not considered medical devices under the scope of the IVDR.

A subset of products intended for non-clinical use are those that are sold for research purposes in the European Union territory and are therefore labeled "For Research Use Only" (RUO)". The other products intended for non-clinical use, are referred by QIAGEN to as "for molecular biology applications" or more recently directly as "for non-clinical applications" (mainly instruments).

QIAGEN acknowledges that products intended for non-clinical use can be lawfully used by Health Institutions to develop IHDs in accordance with Article 5(5) of the IVDR. QIAGEN does not promote any of their products for nonclinical applications for use in IHDs or assist in the development of such IHDs for IVD purposes. Nonetheless, QIAGEN may participate in creating a workflow for non-clinical applications. The Laboratory, at its sole discretion and responsibility, may later decide to transition this into an IHD workflow, adhering to the restrictions outlined in Article 5(5) of the IVDR.

The General Data Protection Regulation (GDPR) of the European Union, imposes restrictions on the transfer, access, use, and disclosure of health and

other personal information. We have implemented the requirements set forth by the GDPR, which took effect on May 25, 2018. GDPR and other EU data privacy and security laws impact our business either directly or indirectly. Our failure to comply with applicable privacy or security laws or significant changes in these laws could significantly impact our business and future business plans. For example, we may be subject to regulatory action, fines, or lawsuits in the event we fail to comply with applicable privacy laws. We may face significant liability in the event any of the personal information we maintain is lost or otherwise subject to misuse or other wrongful use, access or disclosure.

Recent publication of the Cyber Resilience Act in the European Official Journal (20/11/2024) imposes significant cyber security requirements on QIAGEN products that are not regulated as medical devices (i.e., for non-clinical applications). Most provisions, such as CE marking and compliance with cyber security requirements, will become applicable 36 months later (i.e: December 2027). However, reporting requirements will take effect 21 months after the entry into force (i.e: September 2026).

The Artificial Intelligence (AI) Act (Regulation (EU) 2024/1689 laying down harmonized rules on artificial intelligence) provides AI developers and deployers with clear requirements and obligations regarding specific uses of AI. The EU AI Act was published in the EU Official Journal on July 12, 2024, and is the first comprehensive horizontal legal framework for the regulation of AI across the EU. The EU AI Act enters into force on August 1, 2024, and will be effective from August 2, 2026. QIAGEN devices implementing AI will be subject to this regulation.

United Kingdom

The U.K.'s withdrawal from the EU has major ramifications for IVD manufacturers. Among other things, companies now have to follow new procedures that apply in the U.K., including appointment of a U.K. Responsible Person rather than relying on European Authorized Representatives, to manage their compliance efforts in the U.K.

The U.K. Medicine and Healthcare Products Regulatory Agency (MHRA) issued guidance on how the country will regulate IVDs after January 1, 2021.

According to MHRA, IVDs will require certification in the U.K., which is defined as England, Scotland and Wales, while companies will still be able to sell tests in Northern Ireland under existing EU IVD regulations. Under subsequent amendments to MHRA guidance, MHRA will continue to recognize CE marks for IVDs certified under the IVD Directive until the earlier of June 30, 2030 or the expiration of the certificate and for IVDs certified under the IVDR until June 30, 2030. Companies must register with the MHRA before placing IVDs on the U.K. market. To continue marketing CE marked IVDs in the U.K. once the designated MHRA recognition period has lapsed, companies selling in the U.K. will have to obtain a new marking authorization, called a U.K. Conformity Assessed mark (UKCA), for each IVD product.

United States

In the United States, IVDs are subject to regulation by the FDA as medical devices to the extent that they are intended for use in the diagnosis, treatment, mitigation or prevention of disease or other conditions.

Certain types of tests, like some that QIAGEN manufactures and sells in the United States for non-clinical applications, including those classified for research use only (RUO), are not subject to the FDA's premarket review and controls because QIAGEN does not promote these tests for IVD applications.

Other tests, known as laboratory developed tests (LDTs), which are IVDs that are designed, manufactured and used within a single, CLIA-certified, clinical laboratory that meets applicable requirements to perform high-complexity testing, have generally been subject to enforcement discretion and not actively regulated by the FDA. As LDTs have increased in complexity, the FDA has taken a risk-based approach to the regulation of LDTs. Congress has also signaled interest in clarifying the regulatory landscape for LDTs. Following several years of inaction by Congress on this issue, the FDA issued a final rule in May 2024 (Docket FDA-2023-N-2177 "Medical Devices; Laboratory Developed Tests") to regulate LDTs under the current medical device framework and proposing to phase out the current enforcement discretion policy; the final rule became effective on July 5, 2024.

The LDT enforcement policy phase-out process under the final rule will occur in gradual stages over a total period of four years, with premarket approval applications for high-risk tests to be enforced by November 6, 2027. Moderaterisk and low-risks tests are expected to be in compliance by May 6, 2028, although FDA has stated that if premarket submissions are pending review it will continue to exercise enforcement discretion with respect to those tests. The FDA's final rule is complex and, concurrently, the agency announced several exceptions from the requirement to comply with full medical device regulatory controls, depending upon the specific nature of the LDT and the clinical laboratory that is offering such LDT for use by health care providers.

Publication of the LDT final rule prompted the American Clinical Laboratory Association (ACLA) and one of its members, on May 29, 2024, and separately, the Association for Molecular Pathology (AMP) and one of its members, on August 19, 2024, to file complaints against the FDA in the Eastern District of Texas and the Southern District of Texas, respectively. Both complaints allege that the agency does not have authority to promulgate the LDT final rule and seek to vacate the FDA's action; the two cases were subsequently consolidated into a single action pending in the Eastern District of Texas. Briefing is ongoing in the consolidated case and the outcome is uncertain. The ongoing litigation could potentially affect the FDA's plans to implement the steps required to phase-out enforcement discretion for LDTs, making the implementation timeline somewhat uncertain although no preliminary injunction has been issued to date. Accordingly, the agency has continued its implementation efforts by actively providing guidance and training to clinical laboratories on how to comply with medical device general controls. Following the November 2024 federal elections, it is unclear whether the incoming Trump Administration will continue to defend the FDA's rulemaking action in the consolidated litigation in Texas or if it will take steps to rescind or modify the LDT final rule.

Affected stakeholders also continue to press for a comprehensive legislative solution to create a harmonized paradigm for oversight of LDTs by both the FDA and CMS, instead of implementation of the FDA's final rule, which may be disruptive to the industry and to patient access to certain diagnostic tests.

Ensuring compliance with the agency's implementation plans for bringing LDTs under the medical device framework is expected to require significant time, financial resources, and other resources, including specialized personnel, on the part of clinical laboratories engaged in developing and offering such diagnostic tests. However, this FDA rulemaking was initiated after years of failed congressional attempts to harmonize the regulatory paradigms applicable to LDTs and other IVDs, making it unclear whether any legislative efforts would be successful going forward. The outcome of the November 2024 elections on the composition of the 2025-2026 Congress, with both the Senate and House transitions to Republican control, also creates uncertainties for the diagnostic industry.

QIAGEN cannot design, manufacture or use LDTs. However, laboratories can lawfully use QIAGEN's products, such as those for non-clinical applications, IVDs, enzymes, or oligos, to create their own LDT workflows according to Docket FDA-2023-N-2177 requirements

Medical devices, including IVDs, are classified into one of three classes depending on the controls deemed by the FDA to be necessary to reasonably assure their safety and effectiveness. Class I devices are generally exempt from premarket review and are subject to general controls, including adherence to the FDA's Quality System Regulation (QSR), which describes device-specific current good manufacturing practices, as well as regulations requiring facility registration and product listing, reporting of adverse medical events, and appropriate, truthful and non-misleading labeling, advertising and promotional materials. Class II devices are generally subject to premarket notification (or 510(k) clearance), general controls and special controls, including performance standards, post-market surveillance, patient registries or FDA guidance documents describing device-specific special controls. Class III devices are subject to most of the previously identified requirements as well as to premarket approval (PMA). The payment of a user fee, which is typically adjusted annually, to the FDA is usually required upon filing a premarket submission (e.g., premarket notification, premarket approval application, or De Novo classification request) for FDA review.

On January 31, 2024, the FDA issued a final rule amending the device current good manufacturing practice (CGMP) requirements of the QSR under 21 CFR 820 to align more closely with the international consensus standard for Quality Management Systems for medical devices (ISO 13485:2016) used by many other global regulatory authorities. The final rule establishes the Quality Management System Regulation (QMSR) which will take effect two years from publication (on February 2, 2026). The QMSR incorporates ISO 13485:2016 by reference and maintains certain FDA requirements from the QSR related to record keeping and medical device reporting. As QIAGEN's QMS is already certified to ISO 13485:2016, the change will have minimal impact; QIAGEN has completed a gap analysis and is progressing towards implementation of identified actions.

510(k) Premarket Notification

A 510(k) premarket notification requires the sponsor to demonstrate that a medical device is substantially equivalent to another device, termed a "predicate device," that is legally marketed in the United States and is not subject to premarket approval. A device is substantially equivalent to a predicate device if its intended use(s), performance, safety and technological characteristics are similar to those of the predicate; or has a similar intended use but different technological characteristics, where the information submitted to the FDA does not raise new questions of safety and effectiveness and demonstrates that the device is at least as safe and effective as the legally marketed device.

If the FDA determines that the device (1) is not substantially equivalent to a predicate device, (2) has a new intended use compared to the identified predicate, (3) has different technological characteristics that raise different questions of safety and effectiveness, or (4) has new indications for use or technological characteristics and required performance data were not provided, it will issue a "Not Substantially Equivalent" (NSE) determination. If the FDA determines that the applicant's device is substantially equivalent to the identified predicate device(s), the agency will issue a 510(k) clearance letter that authorizes commercial marketing of the device for one or more specific indications for use.

De Novo Classification

If a previously unclassified new medical device does not qualify for the 510(k) premarket notification process because no predicate device to which it is substantially equivalent can be identified, the device is automatically classified into Class III. However, if such a device would be considered low or moderate risk (in other words, it does not rise to the level of requiring the approval of a PMA), it may be eligible for the De Novo classification process. The De Novo classification process allows a device developer to request that the novel medical device be reclassified as either a Class I or Class II device, rather than having it regulated as a high risk Class III device subject to the PMA requirements. If the manufacturer seeks reclassification into Class II, the classification request must include a draft proposal for special controls that are necessary to provide a reasonable assurance of the safety and effectiveness of the medical device.

Premarket Approval

The PMA process is more complex, costly and time consuming than either the 510(k) process or the De Novo classification process. A PMA must be supported by more detailed and comprehensive scientific evidence, including clinical data, to demonstrate the safety and efficacy of the medical device for its intended purpose. A clinical trial involving a "significant risk" device may not begin until the sponsor submits an investigational device exemption (IDE) application to the FDA and obtains approval to begin the trial.

After the PMA is submitted, the FDA has 45 days to make a threshold determination that the PMA is sufficiently complete to permit a substantive review. If the PMA is complete, the FDA will file the PMA and begin the substantive review process. The FDA is subject to a performance goal review time for a PMA that is 180 days from the date of filing, although in practice this review time is longer. Questions from the FDA, requests for additional data and referrals to advisory committees may delay the process considerably. The total process may take several years and there is no guarantee that the PMA will ever be approved. Even if approved, the FDA may limit the indications for which the device may be marketed. The FDA may also request additional clinical data as a condition of approval or after the PMA is approved. Any

changes to the medical device may require a supplemental PMA to be submitted and approved before the modified device may be marketed.

Any products manufactured and sold by us pursuant to FDA clearances or approvals will be subject to pervasive and continuing regulation by the FDA, including quality system requirements, record-keeping requirements, reporting of adverse experiences with the use of the device and restrictions on the advertising and promotion of our products. Device manufacturers are required to register their establishments and list their devices with the FDA and are subject to periodic inspections by the FDA and certain state agencies. Noncompliance with applicable FDA requirements can result in, among other things, warning letters, fines, injunctions, civil penalties, recalls or seizures of products, total or partial suspension of production, refusal of the FDA to grant for new devices, withdrawal of existing marketing authorizations and criminal prosecution.

Regulation of Companion Diagnostic Devices

If a sponsor or the FDA believes that a diagnostic test is essential for the safe and effective use of a corresponding therapeutic product, the sponsor of the therapeutic product will typically work with a collaborator to develop an in vitro companion diagnostic device. The FDA defines an IVD companion diagnostic device as a device that provides information that is essential for the safe and effective use of a corresponding therapeutic product.

The FDA has also introduced the concept of complementary diagnostics that are distinct from companion diagnostics because they provide additional information about how a drug is used or identify patients who are likely to derive the greatest benefit from therapy without being required for the safe and effective use of that drug. The FDA has not yet provided much guidance on the regulation and use of complementary diagnostics, but several have been approved.

The FDA applies a risk-based approach to determine the regulatory pathway for IVD companion diagnostic devices, as it does with all medical devices. This means that the regulatory pathway will depend on the level of risk to patients, based on the intended use of the IVD companion diagnostic device and the

controls necessary to provide a reasonable assurance of safety and effectiveness. We expect that any IVD companion diagnostic device that we develop will utilize the PMA pathway and that a clinical trial performed under an IDE will have to be completed before the PMA may be submitted.

The FDA expects that the therapeutic sponsor will address the need for an IVD companion diagnostic device in its therapeutic product development plan and that, in most cases, the therapeutic product and its corresponding IVD companion diagnostic device will be developed contemporaneously. If the companion diagnostic test will be used to make critical treatment decisions such as patient selection, treatment assignment, or treatment arm, it will likely be considered a significant risk device for which a clinical trial will be required.

The sponsor of the IVD companion diagnostic device will be required to comply with the FDA's IDE requirements that apply to clinical trials of significant risk devices. If the diagnostic test and the therapeutic drug are studied together to support their respective approvals, the clinical trial must meet both the IDE and IND requirements.

Products Intended for Non-clinical Use

Some products manufactured by QIAGEN are intended for non-clinical use. These may include products intended for use in discovering and developing medical knowledge related to human disease and conditions and products for molecular research, genotyping, forensic and human identity testing, food and animal feed safety and quality testing, cancer research, microbiological research and animal pathogen research. They are not intended to produce results for clinical use and are not themselves the object of the research. These products do not have medical purpose and thus they are not considered medical devices under FDA regulations.

A subset of products intended for non-clinical use are those that are sold for research purposes and are therefore labeled "For Research Use Only" (RUO)"." RUO refers to devices that are in the laboratory phase of development or are intended only for non-clinical research purposes with goals other than the development of a commercial IVD product, while investigational use only, or IUO, refers to devices that are in the product testing phase of development.

These types of devices are exempt from most regulatory controls pursuant to long-standing FDA guidance on RUO/IUO diagnostics (refer to "Distribution of In Vitro Diagnostic Products Labeled for Research Use Only or Investigational Use Only. Guidance for Industry and Food and Drug Administration Staff", issued November 25, 2013).

The other products intended for non-clinical use are referred to by QIAGEN as "for molecular biology applications" or more recently directly as "for nonclinical applications" (mainly instruments).

Because QIAGEN does not promote non-clinical use products for IVD purposes, we believe that these products are exempt from the FDA's premarket review and other requirements. If the FDA were to disagree with our designation of any of these products, we could be forced to stop selling the product until we obtain appropriate regulatory clearance or approval.

Further, it is possible that some of our products intended for non-clinical use may be lawfully used by some laboratories in their LDTs, which they may then develop, validate and use for IVD purposes. QIAGEN does not promote any products for non-clinical applications for use in LDTs or assist in the development of such LDTs for IVD purposes.

HIPAA and Other Privacy and Security Laws

The Health Insurance Portability and Accountability Act of 1996 (HIPAA) established comprehensive federal standards for the privacy and security of health information. The HIPAA standards apply to health plans, healthcare clearing houses, and healthcare providers that conduct certain healthcare transactions electronically (Covered Entities,), as well as individuals or entities that perform services for them involving the use, or disclosure of, individually identifiable health information or "protected health information" under HIPAA. Such service providers are called "Business Associates." Title II of HIPAA, the Administrative Simplification Act, contains provisions that address the privacy of health data, the security of health data, the standardization of identifying numbers used in the healthcare system and the standardization of certain healthcare transactions. The privacy regulations protect medical records and other protected health information by limiting their use and release, giving

patients the right to access their medical records and limiting most disclosures of health information to the minimum amount necessary to accomplish an intended purpose. The HIPAA security standards require the adoption of administrative, physical, and technical safeguards and the adoption of written security policies and procedures to maintain the security of protected health information.

Congress subsequently enacted Subtitle D of the Health Information Technology for Economic and Clinical Health Act (HITECH) provisions of the American Recovery and Reinvestment Act of 2009. HITECH expanded and strengthened HIPAA, created new targets for enforcement, imposed new penalties for noncompliance and established new breach notification requirements for Covered Entities and Business Associates.

Under HITECH's breach notification requirements, Covered Entities must report breaches of protected health information that has not been encrypted or otherwise secured. Required breach notices must be made as soon as is reasonably practicable, but no later than 60 days following discovery of the breach. Reports must be made to affected individuals and to the Secretary and, in some cases depending on the size of the breach, they must be reported through local and national media. Breach reports can lead to investigation, enforcement and civil litigation, including class action lawsuits.

Our Redwood City entity serves in some cases as a Business Associate to customers who are subject to the HIPAA regulations. In this capacity, we maintain an active compliance program that is designed to identify security incidents and other issues in a timely fashion and enable us to remediate, mitigate harm or report if required by law. We are subject to prosecution and/ or administrative enforcement and increased civil and criminal penalties for non-compliance, including a four-tiered system of monetary penalties adopted under HITECH. We are also subject to enforcement by state attorneys general who were given authority to enforce HIPAA under HITECH. To avoid penalties under the HITECH breach notification provisions, we must ensure that breaches of protected health information are promptly detected and reported within the company, so that we can make all required notifications on a timely basis.

However, even if we make required reports on a timely basis, we may still be subject to penalties for the underlying breach.

California has also adopted the California Consumer Privacy Act of 2018, or CCPA, which took effect on January 1, 2020 and became enforceable by the state attorney general on July 1, 2020. The CCPA establishes a new privacy framework for covered businesses by creating an expanded definition of personal information, establishing new data privacy rights for consumers in the State of California, imposing special rules on the collection of consumer data from minors, and creating a new and potentially severe statutory damages framework for violations of the CCPA and for businesses that fail to implement reasonable security procedures and practices to prevent data breaches.

The regulations issued under the CCPA have been modified several times. Additionally, a new privacy law, the California Privacy Rights Act, or CPRA, was approved by California voters in the election on November 3, 2020. The CPRA imposes additional data protection obligations on companies doing business in California, including additional consumer rights processes, limitations on data uses, new audit requirements for higher risk data, and opt outs for certain uses of sensitive data. It also created a new California data protection agency authorized to issue substantive regulations and could result in increased privacy and information security enforcement. The majority of the provisions became effective on January 1, 2023, and additional compliance investment and potential business process changes may be required. Similar laws have been adopted in other states (for example, Nevada, Virginia, Connecticut, Utah and Colorado) or proposed in other states and at the federal level, and if passed, such laws may have potentially conflicting requirements that would make compliance challenging.

Many states have also implemented genetic testing and privacy laws imposing specific patient consent requirements and protecting test results by strictly limiting the disclosure of those results. State requirements are particularly stringent regarding predictive genetic tests, due to the risk of genetic discrimination against healthy patients identified through testing as being at a high risk for disease. We believe that we have taken the steps required of us to comply with health information privacy and security statutes and regulations,

including genetic testing and genetic information privacy laws in all jurisdictions, both state and federal. However, these laws constantly change, and we may not be able to maintain compliance in all jurisdictions where we do business. Failure to maintain compliance, or changes in state or federal laws regarding privacy or security could result in civil and/or criminal penalties, significant reputational damage and could have a material adverse effect on our business.

Cyber Security and Artificial Intelligence

The FDA has recently published new guidance's to regulate significant aspects of cyber security and artificial intelligence and more are expected to come at the time of closing this report. QIAGEN is taking measures to update either standalone software or software driving IVD instruments, either for new devices or legacy devices, to fulfill the most recent requirements.

U.S. Fraud and Abuse Laws and Other Healthcare Regulations

A variety of state and federal laws prohibit fraud and abuse involving state and federal healthcare programs, as well as commercial insurers. These laws are interpreted broadly and enforced aggressively by various federal and state agencies, including the Centers for Medicare & Medicaid Services (CMS), the Department of Justice (DOJ), and the Office of Inspector General for the U.S. Department of Health and Human Services (OIG). The Company seeks to conduct its business in compliance with all applicable federal and state laws.

State and federal fraud and abuse laws may be interpreted and applied differently, and arrangements and business practices could be subject to scrutiny under them by federal or state enforcement agencies. Sanctions for violations of these laws could result in a wide range of penalties, including but not limited to significant criminal sanctions and civil fines, among other penalties.

The Anti-Kickback Statute

The federal Anti-Kickback Statute (AKS) is a criminal statute that prohibits, in pertinent part, persons from knowingly and willfully soliciting, receiving, offering or paying remuneration, directly or indirectly, in cash or in kind, in exchange for or to induce a person:

To refer an individual to a person for the furnishing or arranging for the furnishing of any item or service for which payment may be made by federal healthcare programs; or
To purchase, lease, order, or arrange for or recommend purchasing, leasing, or ordering, any good, facility, service, or item for which payment may be made by a federal healthcare program.

A person or entity does not need to have actual knowledge of the AKS or specific intent to violate it to have committed a violation. Recognizing that the AKS is broad and potentially applies to innocuous or beneficial arrangements, the OIG issued regulations, commonly known as "safe harbors," which set forth certain requirements that, if fully met, insulate a given arrangement or conduct from prosecution under the AKS. The AKS also has statutory exceptions that provide protection similar to that of safe harbors. If, however, an arrangement does not meet every requirement of an exception or safe harbor, the arrangement does not necessarily violate the AKS. A facts-and-circumstances analysis is necessary to determine AKS compliance or lack thereof. Potential statutory penalties for violating the AKS include imprisonment and criminal fines. In addition, through application of other laws, conduct that violates the AKS can give rise to civil monetary penalties and possible exclusion from participation in Medicare, Medicaid, and other federal healthcare programs. Claims including items or services resulting from a violation of the AKS also constitute a false or fraudulent claim for purposes of the False Claims Act.

In addition to the federal AKS, many states have their own anti-kickback laws. Often, these laws closely follow the language of the federal law, although they do not always have the same scope, exceptions, safe harbors or sanctions. In some states, these anti-kickback laws apply to both state healthcare programs and commercial insurers. The penalties for violating state anti-kickback provisions can be severe, including criminal and civil penalties (including penalties under the state false claims law), imprisonment, and exclusion from state healthcare programs.

The False Claims Act

The federal False Claims Act (FCA) imposes civil liability on any person or entity that, among other things, knowingly presents, or causes to be presented, to the federal government, claims for payment that are false or fraudulent; knowingly makes, uses, or causes to be made or used, a false statement or record material to a false or fraudulent claim or obligation to pay or transmit money or property to the federal government; or knowingly conceals or knowingly and improperly avoids or decreases an obligation to pay money to the federal government. The FCA also prohibits the knowing retention of overpayments (sometimes referred to as "reverse false claims").

In addition, the FCA permits a private individual acting as a "whistleblower" (also referred to as a "relator") to bring FCA actions on behalf of the federal government under the statute's qui tam provisions, and to share in any monetary recovery. The federal government may elect or decline to intervene in such matters, but if the government declines intervention, the whistleblower may still proceed with the litigation on the government's behalf.

Penalties for violating the FCA include payment of up to three times the actual damages sustained by the government, plus substantial per-claim statutory penalties, as well as possible exclusion from participation in federal healthcare programs.

Various states have enacted similar laws modeled after the FCA that apply to items and services reimbursed under Medicaid and other state healthcare programs, and, in several states, such laws apply to claims submitted to any payor, including commercial insurers.

There is also a federal criminal false claims statute that prohibits, in pertinent part, the making or presentation of a false claim, knowing such claim to be false, to any person or officer in the civil, military, or naval service or any department or agency thereof. Potential penalties for violating this statute include fines or imprisonment.

Healthcare Fraud and False Statements

The federal healthcare fraud statute criminalizes, in pertinent part, knowingly and willfully defrauding a healthcare benefit program, which is defined to include commercial insurers. A violation of this statute may result in fines, imprisonment, or exclusion from participation in federal healthcare programs. The federal criminal statute prohibiting false statements relating to health care matters prohibits, in pertinent part, knowingly and willfully (i) falsifying, concealing, or covering up a material fact, or (ii) making a materially false, fictitious, or fraudulent statement or representation, or making or using any materially false writing or document knowing that writing or document to contain any materially false, fictitious, or fraudulent statements, in connection with the delivery of or payment for healthcare benefits, items, or services. This statute also applies to healthcare benefit programs. A violation of this statute may result in fines or imprisonment.

Civil Monetary Penalties Law

The federal Civil Monetary Penalties Law (CMP Law) prohibits, among other things, (1) the offering or transfer of remuneration to a beneficiary of Medicare or a state healthcare program if the person knows or should know it is likely to influence the beneficiary's selection of a particular provider, practitioner, or supplier of services reimbursable by Medicare or a state healthcare program, unless an exception applies; (2) employing or contracting with an individual or entity that the provider knows or should know is excluded from participation in a federal healthcare program; (3) billing for services requested by an unlicensed physician or an excluded provider; and (4) billing for medically unnecessary services. The potential penalties for violating the CMP Law include exclusion from participation in federal healthcare programs, substantial fines, and payment of up to three times the amount billed, depending on the nature of the offense.

Physician Payments Sunshine Act

The federal Physician Payments Sunshine Act (Sunshine Act) imposes reporting requirements on manufacturers of certain devices, drugs, biologics, and medical supplies for which payment is available under Medicare, Medicaid, or the Children's Health Insurance Program (CHIP), with certain exceptions.

Manufacturers to which the Sunshine Act applies must collect and report annually certain data on certain payments and transfers of value by them (and in some cases their distributors) to physicians, teaching hospitals, and certain advanced non-physician healthcare practitioners, as well as ownership and investment interests held by physicians and their immediate family members. The reporting program (known as the Open Payments program) is administered by CMS.

There are also an increasing number of state "sunshine" laws that require manufacturers to provide reports to state governments on pricing and marketing information. Several states have enacted legislation requiring manufacturers, including medical device companies to, among other things, establish marketing compliance programs, file periodic reports with the state, make periodic public disclosures on sales and marketing activities, and to prohibit or limit certain other sales and marketing practices.

Failure to comply with the Sunshine Act or state equivalents could result in civil monetary penalties, among other sanctions, depending upon the nature of the violation.

Foreign Corrupt Practices Act

Despite extensive procedures to ensure compliance, we may also be exposed to liabilities under the U.S. Foreign Corrupt Practices Act (FCPA), which generally prohibits companies and their intermediaries from making corrupt payments to foreign officials for the purpose of obtaining or maintaining business or otherwise obtaining favorable treatment, and requires companies to maintain adequate record-keeping and internal accounting practices to accurately reflect the transactions of the company. We are also subject to a number of other laws and regulations relating to money laundering, international money transfers and electronic fund transfers. These laws apply to companies, individual directors, officers, employees and agents.

Environment, Health and Safety

We are subject to laws and regulations related to the protection of the environment, the health and safety of our employees and the handling, transportation and disposal of medical specimens, infectious and hazardous

waste and radioactive materials. For example, the U.S. Occupational Safety and Health Administration (OSHA) has established extensive requirements relating specifically to workplace safety for healthcare employers in the United States This includes requirements to develop and implement multi-faceted programs to protect workers from exposure to blood-borne pathogens, such as HIV and hepatitis B and C, including preventing or minimizing any exposure through needle stick injuries. For purposes of transportation, some biological materials and laboratory supplies are classified as hazardous materials and are subject to regulation by one or more of the following agencies: the U.S. Department of Transportation, the U.S. Public Health Service, the U.S. Postal Service and the International Air Transport Association. The U.S. Environmental Protection Agency (EPA) has also promulgated regulations setting forth importation, labelling, and registration requirements, among others, which may apply to certain products and/or establishments of the company.

Rest of the World Regulation

In addition to regulations in the United States and the EU, we are subject to a variety of regulations governing clinical studies and commercial sales and distribution of molecular testing instruments, consumables and digital solutions in other jurisdictions around the world. These laws and regulations typically require the licensing of manufacturing facilities, as well as controlled research, testing and governmental authorization of product candidates. Additionally, they may require adherence to good manufacturing, clinical and laboratory practices.

We must obtain marketing authorization from regulatory authorities in all countries where we distribute our products. The requirements governing the conduct of product authorization, pricing and reimbursement vary greatly from country to country. If we fail to comply with applicable regulatory requirements, we may be subject to, among other things, fines, suspension or withdrawal of regulatory authorizations, product recalls, seizure of products, operating restrictions, or criminal prosecution.

Reimbursement

United States

In the United States, payments for diagnostic tests come from several sources, including commercial insurers, (which might include health maintenance organizations and preferred provider organizations); government healthcare programs (such as Medicare or Medicaid); and, in many cases, the patients themselves. For many years, federal and state governments in the United States have pursued methods to reduce the cost of healthcare delivery. For example, in 2010, the United States enacted major healthcare reform legislation known as the Patient Protection and Affordable Care Act (ACA). Such changes have had, and are expected to continue to have, an impact on our business.

In addition, in August 2011, the Budget Control Act of 2011, among other things, created measures for spending reductions by Congress. A Joint Select Committee on Deficit Reduction, tasked with recommending a targeted deficit reduction of at least \$1.2 trillion for the years 2013 through 2021, was unable to reach required goals, thereby triggering the legislation's automatic reduction to several government programs. This includes aggregate reductions of Medicare payments to providers up to 2% per fiscal year, and, due to subsequent legislative amendments, will remain in effect through 2032 unless additional Congressional action is taken.

We frequently identify value propositions on our products and communicate them to payors, providers, and patient stakeholders and attempt to positively impact coverage, coding and payment pathways. However, we have no direct control over payor decisions with respect to coverage and payment levels for our products. The manner and level of reimbursement may depend on the site of care, the procedure(s) performed, the final patient diagnosis, the device(s) and/or drug(s) utilized, the available budget, or a combination of these factors, and coverage and payment levels are determined at each payor's discretion. Changes in reimbursement levels or methods may positively or negatively affect sales of our products in any given country for any given product. At QIAGEN, we work with several specialized reimbursement consulting companies and maintain regular contact with payors.

As government programs seek to expand healthcare coverage for their citizens, they have at the same time sought to control costs by limiting the amount of reimbursement they will pay for particular procedures, products or services. Many third-party payors have developed payment and delivery mechanisms to support cost control efforts and to focus on paying for quality. Such mechanisms include payment reductions, pay-for-performance metrics, quality-based performance payments, restrictive coverage policies, studies to compare effectiveness and patient outcomes, and technology assessments. These changes have increased emphasis on the delivery of more cost-effective and quality-driven healthcare.

Code Assignment

In the United States, a third-party payor's decisions regarding coverage and payment are impacted, in large part, by the specific Current Procedural Terminology (CPT) code used to identify a test. The American Medical Association (AMA) publishes the CPT, which identifies codes, along with descriptions, for reporting medical services and procedures. The purpose of the CPT is to provide a uniform language that accurately describes medical, surgical, and diagnostic services and thereby to ensure reliable nationwide communication among healthcare providers, patients, and third-party payors. CMS uses its own Healthcare Common Procedure Coding System (HCPCS) codes for medical billing and reimbursement purposes. Level I HCPCS codes are comprised of current CPT codes, while Level II HCPCS codes primarily represent non-physician services and Level III HCPCS codes are local codes developed by Medicaid agencies, Medicare contractors and commercial insurers. Proprietary Laboratory Analyses (PLA) Codes are an addition to the CPT® code set approved by the AMA CPT® Editorial Panel. They are alphanumeric CPT codes with a corresponding descriptor for laboratories or manufacturers that want to more specifically identify their test.

A manufacturer of in vitro diagnostic kits or a provider of laboratory services may request establishment of a Category I CPT code for a new product or a PLA Code or both. In addition, Z-Code identifiers are unique five-character alphanumeric codes associated with a specific molecular diagnostic test. When a claim is submitted to a payor for molecular diagnostic testing, it includes the

associated CPT code and, if required, the applicable Z-Code identifier. Assignment of a specific CPT code ensures routine processing and payment for a diagnostic test by both commercial insurers and government payors.

The AMA has specific procedures for establishing a new CPT code and, if appropriate, for modifying existing nomenclature to incorporate a new test into an existing code. If the AMA concludes that a new code or modification of nomenclature is unnecessary, the AMA will inform the requestor how to use one or more existing codes to report the test.

While the AMA's decision is pending, billing and collection may be sought under an existing, non-specific CPT code (among other existing CPT codes). A manufacturer or provider may also decide not to request assignment of a CPT code and instead use an existing, non-specific (or other) CPT code (or codes) for reimbursement purposes. However, use of non-specific codes may result in more frequent denials and/or requests for supporting clinical documentation from the third-party payor and in lower reimbursement rates, which may vary based on geographical location.

CMS reimbursement rates for clinical diagnostic tests are defined by CPT and HCPCS codes in the Clinical Laboratory Fee Schedule (CLFS). In 2012, the AMA added 127 new CPT codes for molecular pathology services that became effective on January 1, 2013. These new CPT codes are biomarker specific and were designed to replace the previous methodology of billing for molecular pathology testing, which involved "stacking" a series of non-biomarker specific CPT codes together to describe the testing performed. CMS issued final national reimbursement amounts for the new CPT codes in November 2013. These federal reimbursement amounts are widely acknowledged to be lower than the reimbursement obtained by the now outdated "stacking" method, but commercial insurers and Medicare contractors are still in the process of solidifying their coverage and reimbursement policies for the testing described by these new CPT codes.

As of January 1, 2018, in accordance with the Protecting Access to Medicare Act of 2014 (PAMA), applicable laboratories are required to report to CMS commercial insurer payment rates and volumes for their tests. CMS uses the

data reported and the HCPCS code associated with the test to calculate a weighted median payment rate for each test, which is used to establish revised Medicare CLFS reimbursement rates for certain clinical diagnostic laboratory tests (CDLTs), subject to certain phase-in limits. For a CDLT that is assigned a new or substantially revised CPT code, the initial payment rate is assigned using the gap-fill methodology.

If the test at issue falls into the category of new advanced diagnostic laboratory test (ADLT) instead of CDLT, the test will be paid based on an actual list charge for an initial period of three quarters, before being shifted to the weighted median commercial insurer rate reported by the laboratory performing the ADLT. Laboratories offering ADLTs are subject to recoupment if the actual list charge exceeds the weighted median private payor rate by a certain amount.

Since December 2019, Congress has passed a series of laws to modify PAMA's statutory requirements related to the data reporting period and phasein of payment reductions under the CLFS for CDLTs that are not ADLTs. Most recently, the Continuing Appropriations and Extensions Act, 2025 2025 (Pub. L. 118-83, enacted on September 26, 2024) further delayed the reporting requirement as well as the application of the 15 percent phase-in reduction. Under these statutory provisions, the next data reporting period for CDLTs that are not ADLTs will be January 1, 2026 through March 31, 2026, and will be based on the most recent data collection period of January 1, 2019 through June 30, 2019. After this data reporting period, the three-year data reporting cycle for these tests will resume (e.g., 2029, 2032, etc.).

This same series of laws passed since December 2019 also modified the phasein of payment reductions resulting from private payor rate implementation so that a 0.0 percent reduction limit was applied for calendar years 2021 through 2024, as compared to the payment amounts for a test the preceding year. The Continuing Appropriations and Extensions Act, 2025 further applied a 0.0 reduction limit for calendar year 2025. As a result, payment may not be reduced by more than 15 percent per year for calendar years 2026, 2027, and 2028, as compared to the payment amount established for a test the prior year.

CMS's methodology under PAMA (as well as the willingness of commercial insurers to recognize the value of diagnostic testing and pay for that testing accordingly) renders commercial insurer payment levels even more significant. This calculation methodology has resulted in significant reductions in reimbursement, even though CMS imposed caps on those reductions. Given the many uncertainties built into PAMA's price-setting process, it is difficult to predict how payments made by CMS under the CLFS may change from year to year.

Coverage Decisions

When deciding whether to cover a particular diagnostic test, third-party payors generally consider whether the test is a medically necessary and, if so, whether the test will directly impact clinical decision making. For coverage, the testing method should be considered scientifically valid to identify the specific gene biomarker or gene mutation, and must have been demonstrated to improve clinical outcomes for the patient's condition. Coverage of a drug therapy and its companion diagnostic for cancer treatment indications may be validated by a NCCN category 1, 2A or 2B recommendation. However, most third-party payors do not cover experimental services. Coverage determinations are often influenced by current standards of practice and clinical data, particularly at the local level. CMS has the authority to make coverage determinations on a national basis, but most Medicare coverage decisions are made at the local level by contractors that administer the Medicare program in specified geographic areas. Commercial insurers and government payors have separate processes for making coverage determinations, and commercial insurers may or may not follow Medicare's coverage decisions. If a third-party payor has a coverage determination in place for a particular diagnostic test, billing for that test must comply with the established policy. Otherwise, the third-party payor makes reimbursement decisions on a case-by-case basis.

Payment

Payment for covered diagnostic tests is determined based on various methodologies, including prospective payment systems and fee schedules. In addition, commercial insurers may negotiate contractual rates with participating providers, establish fee schedule rates, or set rates as a percentage of the billed

charge. Diagnostic tests furnished to Medicare inpatients generally are included in the bundled payment made to the hospital under Medicare's Inpatient Prospective Payment System, utilizing Diagnosis Related Groups (DRGs) depending on the patient's condition. Payment rates for diagnostic tests furnished to Medicare beneficiaries in outpatient settings are the lesser of the amount billed, the local fee for a geographic area, or a national limit. Each year, the fee schedule is updated for inflation and could be modified by Congress in accordance with the CLFS rules and provisions. Medicaid programs generally pay for diagnostic tests based on a fee schedule, but reimbursement varies by geographic region.

European Union

In the European Union, the reimbursement mechanisms used by private and public health insurers vary by country. For the public systems, reimbursement is determined by guidelines established by the legislator or responsible national authority. As elsewhere, inclusion in reimbursement catalogues focuses on the medical usefulness, need, quality and economic benefits to patients and the healthcare system. Acceptance for reimbursement comes with cost, use and often volume restrictions which, again, can vary by country.

Exchange Controls

There are currently no limitations, either under the laws of the Netherlands or in our Articles of Association, to the rights of shareholders from outside the Netherlands to hold or vote Common Shares. Under current foreign exchange regulations in the Netherlands, there are no material limitations on the amount of cash payments that we may remit to residents of foreign countries.

Documents on Display

Documents referred to in this Annual Report may be inspected at our principal executive office located at Hulsterweg 82, 5912 PL Venlo, The Netherlands. We file reports, including annual reports on Form 20-F, furnish periodic reports on Form 6-K and other information with the SEC, pursuant to the rules and

regulations of the SEC that apply to foreign private issuers. The SEC maintains an Internet site at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, from which the public may obtain any materials the company files with the SEC. The address of the SEC's website is provided solely for information purposes and is not intended to be an active link.

Controls and Procedures

Disclosure Controls and Procedures

Our Managing Directors, with the assistance of other members of management, performed an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as that term is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended, within 90 days of the date of this Annual Report. Based on that evaluation, they concluded that, as of December 31, 2024, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act: (1) is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and (2) is accumulated and communicated to our management, including our Managing Directors, as appropriate to allow timely decisions regarding required disclosure.

There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, no matter how well designed, such as the possibility of human error and the circumvention or overriding of the controls and procedures. Therefore, even those systems determined to be effective may not prevent or detect misstatements and can provide only reasonable assurance of achieving their control objectives. In addition, any determination of effectiveness of controls is not a projection of any effectiveness of those controls to future periods, as those controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Report of Management on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. The Company's system of internal controls over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the consolidated financial statements in accordance with generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements and, even when determined to be effective, can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2024. In making this assessment, management used the updated criteria set forth in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in the Internal Control-Integrated Framework.

Based on our assessment under the COSO Internal Control-Integrated Framework, management believes that, as of December 31, 2024, our internal control over financial reporting is effective.

Attestation Report of the Independent Registered Public Accounting Firm

KPMG AG Wirtschaftsprüfungsgesellschaft, the independent registered public accounting firm that audited our consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP) as of and for the year ended December 31, 2024, has also audited the effectiveness of the Company's internal control over financial reporting as of December 31, 2024. Their reports are included in this Annual Report on Form 20-F beginning on page 82.

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting during 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Disclosure pursuant to Section 219 of the Iran Threat Reduction & Syria Human Rights Act (ITRA)

QIAGEN is a global leader in Sample to Insight solutions that transform biological samples into valuable molecular insights. QIAGEN GmbH, our subsidiary located in Hilden, Germany, has conducted limited business with certain Iranian and Syrian entities consisting of sales for our consumables and instrumentation products. In 2024, sales to Iran totaled \$1.3 million, or approximately 0.06% of our consolidated net sales, and were primarily for consumables labelled for use in diagnostic testing for tuberculosis (QuantiFERON tests) and the detection of amniotic fluid (AmniSure ROM test). These transactions were processed through two distributors and under general license by the Office of Foreign Assets Control (OFAC) for Medicine and Medical Devices and in compliance with German and European Union customs regulations and do not include any products that are "dual-use" products or products requiring special clearance from the German customs authorities. There were no sales to Syria in 2024.

Although these activities are compliant with applicable law and not financially material, the Iran Threat Reduction and Syria Human Rights Act of 2012 (the Act) requires us to include the following disclosures in this Annual Report. U.S. affiliates, or foreign affiliates controlled by U.S. affiliates, are not involved in these sales activities, and we have not knowingly conducted a transaction or dealt with a person or entity designated in U.S. Executive Orders No. 13224 and 13382. No business has been transacted with the Governments of Iran or Syria as defined in the Act. We do not believe any of our activities are sanctionable under the Iran Sanctions Act or the Comprehensive Iran Sanctions, Accountability, and Divestment Act of 2010.

In light of the nature of the products concerned, we do not currently anticipate any change in activities in Iran that would result in a material impact on QIAGEN. We do not have any employees in Iran or Syria.

Reference Table Form 20-F

Item	Form 20-F Caption	Section	Location in this Document	Page
Part I
Item 1.	Identity of Directors, Senior Management and Advisers		Not applicable.
Item 2.	Offer Statistics and Expected Timetable		Not applicable.
Item 3.	Key Information
	A. [Reserved]
	B. Capitalization and Indebtedness		Not applicable.
	C. Reasons for the Offer and Use of Proceeds		Not applicable.
	D. Risk Factors	MR	Risk Factors	38
Item 4.	Information on the Company
	A. History and Development of the Company	MR	Business and Operating Environment	10
	B. Business Overview	MR	Business and Operating Environment	10
		MR	Conflict Minerals	21
		APP	Government Regulations	187
	C. Organizational Structure	MR	Company Overview	10
	D. Property, Plants and Equipment	MR	Description of Property	21
Item 4A.	Unresolved Staff Comments		Not applicable.
Item 5.	Operating and Financial Review and Prospects
	A. Operating Results	MR	Operating Results	24
	B. Liquidity and Capital Resources	MR	Liquidity and Capital Resources	29
	C. Research and Development, Patents and Licenses, etc.	MR	Research and Development	18
		MR	Intellectual Property, Proprietary Rights and Licenses	20
		MR	Research and Development	27

Item	Form 20-F Caption	Section	Location in this Document	Page
Item 5.	D. Trend Information	MR	Operating Results	24
	E. Critical Accounting Estimates	MR	Critical Accounting Estimates	34
Item 6.	Directors, Senior Management and Employees
	A. Directors and Senior Management	CG	Corporate Governance	52
	B. Compensation	CG	Compensation of Managing Board Members and Supervisory Directors	76
	C. Board Practices	CG	Supervisory Board	57
	D. Employees	MR	Employees	22
	E. Share Ownership	CG	Share Ownership	80
	F. Disclosure of a registrant's action to recover erroneously awarded compensation		Not applicable.
Item 7.	Major Shareholders and Related Party Transactions
	A. Major Shareholders	CG	Major Shareholders	66
	B. Related Party Transactions	FS	Note 24. Related Party Transactions	166
	C. Interests of Experts and Counsel		Not applicable.
Item 8.	Financial Information
	A. Consolidated Statements and Other Financial Information	FS	Consolidated Financial Statements	81
		MR	Policy on Dividend Distribution	34
		MR	Legal Proceedings	29
	B. Significant Changes	APP	Disclosure pursuant to Section 219 of the Iran Threat Reduction & Syria Human Rights Act (ITRA)	201
Item 9.	The Offer and Listing
	A. Offer and Listing Details	QS	QIAGEN Shares	5
	B. Plan of Distribution		Not applicable.
	C. Markets	QS	QIAGEN Shares	5
	D. Selling Shareholders		Not applicable.
	E. Dilution		Not applicable.
	F. Expenses of the Issue		Not applicable.

	QIAGEN N.V. Financial Report 2024	Overview	Management Report	Corporate Governance	Financial Statements	Appendices	Page 205
--	-------------------------------------	----------	-------------------	----------------------	----------------------	------------	----------

Item	Form 20-F Caption		Location in this Document	Page
Item 10.	Additional Information
	A. Share Capital		Not applicable.
	B. Memorandum and Articles of Association	APP	Memorandum and Articles of Association	168
	C. Material Contracts		Not applicable.
	D. Exchange Controls	APP	Exchange Controls	200
	E. Taxation	APP	Taxation	181
	F. Dividends and Paying Agents		Not applicable.
	G. Statement by Experts		Not applicable.
	H. Documents on Display	APP	Documents on Display	200
	I. Subsidiary Information		Not applicable.
	J. Annual Report to Security Holders		Not applicable.
Item 11.	Quantitative and Qualitative Disclosures about Market Risk	MR	Quantitative and Qualitative Disclosures about Market Risk	32
Item 12.	Description of Securities Other than Equity Securities		Not applicable.
Part II
Item 13.	Defaults, Dividend Arrearages and Delinquencies		Not applicable.
Item 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds		Not applicable.
Item 15.	Controls and Procedures	APP	Controls and Procedures	200
Item 16.	[Reserved]
Item 16A.	Audit Committee Financial Expert	CG	Audit Committee	58
Item 16B.	Code of Ethics	CG	Corporate Code of Conduct and Ethics and Whistleblower Policy	71
Item 16C.	Principal Accountant Fees and Services	APP	Principal Accountant Fees and Services	180
Item 16D.	Exemptions from the Listing Standards for Audit Committees		Not applicable.
Item 16E.	Purchases of Equity Securities by the Issuer and Affiliated Purchasers		Not applicable.
Item 16F.	Change in Registrant's Certifying Accountant	APP	Change in Registrant's Certifying Accountant	180

	QIAGEN N.V. Financial Report 2024	Overview	Management Report	Corporate Governance	Financial Statements	Appendices	Page 206
--	-------------------------------------	----------	-------------------	----------------------	----------------------	------------	----------

Item	Form 20-F Caption	Section	Location in this Document	Page
Item 16G.	Corporate Governance	CG	NYSE Exemptions	75
Item 16H.	Mine Safety Disclosure		Not applicable.
Item 16I.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections		Not applicable.
Item 16J.	Insider Trading Policies	CG	Insider Trading Policy	72
Item 16K.	Cybersecurity	CG	Cyber Security	70

Part III

Item 17.	Financial Statements		See Item 18.
Item 18.	Financial Statements	FS	Consolidated Financial Statements	81
Item 19.	Exhibits	EX	Exhibit Index	207

This document includes references to certain information contained on QIAGEN's website. The information contained on QIAGEN's website is not incorporated by reference and does not form part of this document.

Section abbreviations:

APP Appendices
CG Corporate Governance
EX Exhibit Index
FS Financial Statements
MR Management Report
QS QIAGEN Shares

Exhibit Index

			Incorporated by reference
Exhibit No.	Description	Filed herewith	Form	Exhibit	Filing date
1.1	Articles of Association as confirmed by notarial deed as of January 28, 2025 (English translation)	*
2.1	Schuldscheindarlehensvertrag Form of Loan Agreement dated as of June 19, 2017		20-F	2.11	March 6, 2018
2.2	Global Bearer Bond Representing Convertible Bonds due 2027 dated as of December 17, 2020		20-F	2.12	March 5, 2021
2.3	Purchase Agent Agreement dated as of December 10, 2020		20-F	2.13	March 5, 2021
2.4	Subscription Agreement dated as of December 10, 2020		20-F	2.14	March 5, 2021
2.5	Schuldscheindarlehensvertrag Form of Loan Agreement dated as of July 13, 2022		20-F	2.13	March 13, 2023
2.6	Namensschuldverschreibungen Agreement dated as of August 16, 2022		20-F	2.14	March 13, 2023
2.7	Global Bearer Bond Representing Convertible Bonds due 2031 dated as of September 5, 2024	*
2.8	Purchase Agent Agreement dated as of September 3, 2024	*
2.9	Subscription Agreement dated as of September 3, 2024	*
2.10	Description of Securities		20-F	2.12	March 2, 2020
4.1	QIAGEN N.V. Amended and Restated 2005 Stock Plan		S-8	99.1	November 17, 2011
4.2	QIAGEN N.V. 2014 Stock Plan		S-8	99.1	April 2, 2015
4.3	QIAGEN N.V. 2023 Stock Plan		S-8	99.1	May 30, 2024
8.1	List of Subsidiaries	*
11.1	QIAGEN N.V. Insider Trading Policy		20-F	11.1	March 11, 2024
12.1	Certification under Section 302; Thierry Bernard, Managing Director and Chief Executive Officer	*
12.2	Certification under Section 302; Roland Sackers, Managing Director and Chief Financial Officer	*
13.1	Certifications under Section 906; Thierry Bernard, Managing Director and Chief Executive Officer and Roland Sackers, Managing Director and Chief Financial Officer	*
15.1	Consent of Independent Registered Public Accounting Firm	*
15.3	Letter from KPMG Regarding Item 16F	*
97.1	QIAGEN N.V. Clawback Policy		20-F	97.1	March 11, 2024
101	Inline XBRL Interactive Data File	*
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)	*

Signatures

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

QIAGEN N.V.

Dated: March 28, 2025

By: /s/ Thierry Bernard

Thierry Bernard, Chief Executive Officer

/s/ Roland Sackers

Roland Sackers, Chief Financial Officer

The undersigned:

Casper Robert Nagtegaal, candidate civil law notary, acting as deputy of the vacant office of Professor Martin van Olffen, at the time civil law notary Amsterdam, declares with respect to the articles of association (the "Articles of Association") of the public limited liability company: QIAGEN N.V., with seat in Venlo, the Netherlands (the "Company") as follows:

(i) the Articles of Association correspond with the document in the Dutch language which is attached to this declaration;
(ii) the document in the English language attached to this declaration is an unofficial translation of the Articles of Association; if differences occur in the translation, the Dutch text will govern by law; and
(iii) the Articles of Association were mostly recently amended by deed (the "Deed") executed on 28 January 2025 before a deputy of Professor M. van Olffen, at the time civil law notary in Amsterdam.

When issuing the statements included above under (i) and (iii) I, C.R. Nagtegaal, deputy, based any observations entirely on the information stated in the extract from the Trade Register of the registration of the Company and on an official copy of the Deed.

Signed in Amsterdam on 28 January 2025.

ARTICLES OF ASSOCIATION

of: QIAGEN N.V. with seat in Venlo dated 28 January 2025

Name, Seat.

Article 1.

1.1. The name of the company is: QIAGEN N.V.
1.2. The company is established at Venlo, the Netherlands.

Objects.

Article 2.

The objects of the company are:

a. to incorporate, acquire, participate in, finance, manage and to have any other interest in other companies or enterprises of any nature;
b. to perform activities in the field of the biotechnology industry;
c. to raise funds by way of securities, bank loans, bond issues, notes and to borrow in any other way, to lend, to provide guarantees, including guarantees for debts of other persons, to assume commitments in the name of any enterprises with which it may be associated within a group of companies,

and to perform all acts which in the broadest sense of the term, may be connected with or may be conducive to the foregoing.

Capital.

Article 3.

3.1. The authorised capital of the company amounts to nine million euro (EUR 9,000,000), divided into four hundred and ten million (410,000,000) ordinary shares of one eurocent (EUR 0.01) each, forty million (40,000,000) financing preference shares of one eurocent (EUR 0.01) each and four hundred and fifty million (450,000,000) preference shares of one eurocent (EUR 0.01) each.
3.2. Where in these articles of association reference is made to shares and shareholders it shall include respectively the ordinary shares, the financing preference shares and the preference shares and the holders of ordinary shares, the holders of financing preference shares and the holders of preference shares unless the contrary is expressly stated.

Issuance of shares. Pre-emptive rights.

Article 4.

4.1. The supervisory board shall have the power to resolve upon the issue of shares and to determine the price and further terms and conditions of such share issue, if and in so far as the supervisory board has been designated by the general meeting of shareholders, hereinafter referred to as: the general meeting, as the authorized "orgaan" (corporate body) for this purpose. A designation as referred to above shall

only be valid for a specific period of no more than five years and may from time to time be extended with a period of no more than five years.

4.2. If a designation as referred to in paragraph 1 is not in force, the general meeting of shareholders shall have power to resolve upon the issue of shares, but only upon the proposal of and for a price and against such further terms and conditions to be determined by the supervisory board.
4.3. In the event of an issue of ordinary shares, the shareholders shall have a pre-emptive right in proportion to the number of ordinary shares which they own. Holders of preference shares and holders of financing preference shares shall have no preemptive right in respect of shares to be issued. Holders of ordinary shares shall have no pre-emptive right in respect of preference shares or financing preference shares to be issued. In respect of the issue of shares there shall be no pre-emptive right to shares issued against a contribution other than in cash or issued to employees of the company or of a group company. The supervisory board shall have the power to limit or exclude any pre-emptive rights to which shareholders shall be entitled, but only if and in so far as it has been granted such authority by the general meeting, and provided further that the supervisory board can only exercise such authority if at that time it also has authority to resolve upon the issue of shares. The provisions in the second sentence of paragraph 1 of this article shall equally apply.
4.4. If a designation as referred to in paragraph 3 is not in force, the general meeting shall have power to limit or exclude any pre-emptive rights to which shareholders shall be entitled, but only upon the proposal of the supervisory board.
4.5. A resolution by the general meeting in accordance with paragraph 3 or 4 of this article requires in order to be validly adopted a majority of at least two-thirds of the votes cast in a meeting of shareholders if less than fifty per cent (50%) of the issued share capital is present or represented.
4.6. A previous or simultaneous approving resolution of each group of holders of shares of the same class whose rights are prejudiced by such issue shall be required for the validity of a resolution of the general meeting to issue shares or to designate the supervisory board as referred to above.
4.7. This article 4 shall equally apply to the granting of rights to subscribe for shares, but shall not apply to the issue of shares to a person who exercises a previously acquired right to subscribe for shares, in which case no pre-emptive right exists.
4.8. A resolution to issue preference shares shall only be valid in the event that:
- 1) in the opinion of the supervisory board, a Person, who is not a Founding Shareholder of the company as defined below, shall, alone or pursuant to a mutual arrangement for co-operation jointly with one or more other Persons, directly or indirectly have acquired or given notice of an intent to acquire (beneficial) ownership of a nominal amount of ordinary shares or financing preference shares, which in aggregate equals twenty percent (20%) or more of the share capital of the company then outstanding in the form of ordinary shares and of financing preference shares; or

2) the supervisory board shall declare any Person to be an Adverse Person, upon a determination that such Person,

alone or together with its Affiliates and Associates, has become the (beneficial) owner of a nominal amount of ordinary shares or financing preference shares which the supervisory board determines to be substantial (which amount shall in no event be less than ten per cent (10%) of the shares then outstanding) and a determination by the supervisory board after reasonable inquiry and investigation, which may include a review of the public record regarding such Person and any information the supervisory board may request from such Person and consultation with such persons as such board members shall deem appropriate, that (a) such (beneficial) Ownership by such Person is intended to cause the company to repurchase the shares (beneficially) owned by such Person or to cause pressure on the company to take action or enter into a transaction or series of transactions intended to provide such Person with shortterm financial gain under circumstances where such members of the supervisory board determine that the best long term interest of the company and its shareholders would not be served by taking such action or entering into such transaction or series of transactions at that time or (b) such (beneficial) ownership by such Person is causing or is reasonably likely to cause a material adverse impact (including but not limited to, impairment of relationships with customers or impairment of the company's ability to maintain its competitive position) on the business prospects of the company.

The holding of shares, or the acquisition of shares for the purposes of the preceding sentence includes the having of a right of usufruct or a right of pledge, or the acquisition of a right of usufruct or a right of pledge, in or on shares, insofar as in addition to this the voting right vests in the holder of a usufruct or pledge.

A Person shall be deemed the ("beneficial) owner" of and shall be deemed to ("beneficially) own" any shares:

(i) which such Person or any of such Person's Affiliates or Associates (beneficially) owns, directly or indirectly, where a (beneficial) owner of a share includes any Person who, directly or indirectly, has or shares (a) voting power which includes the power to vote, or to direct the voting of such shares; and/or (b) investment power which includes the power to dispose, or to direct the disposition of, such shares;
(ii) of which such Person or any of such Person's Affiliates or Associates, directly or indirectly, has the right to acquire (beneficial) ownership pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, rights, warrants or options, or otherwise; or
(iii) which are (beneficially) owned, directly or indirectly, by any other Person (or any Affiliate or Associate of such other Person) with which such Person or any of such Person's Affiliates or Associates has any agreement,

arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any securities of the company.

Notwithstanding anything in this provision to the contrary, the phrase "then outstanding," when used with reference to a Person's (beneficial) ownership of securities of the company, shall mean the total number of shares of the company then issued and outstanding together with the number of such shares not then actually issued and outstanding which such Person would be deemed to own (beneficially) hereunder. As used above, the term "Associate" of a specified Person means a Person that directly or indirectly controls or is controlled by, or is under common control with, the Person specified and the term "Affiliate" means (i) any corporation or organization of which such Person is an officer or partner or is, directly or indirectly, the (beneficial) owner of ten percent (10%) or more of any class of equity securities, (ii) any trust or other estate in which such Person has a substantial beneficial interest or as to which such Person serves as trustee or in a similar fiduciary capacity, or (iii) any relative or spouse of such Person, or any relative of such spouse, who has the same home as such Person. "Person", for the purposes of this paragraph, shall mean any natural Person, company, government or political subdivision, agency or instrumentality of a government, and a "Founding Shareholder", for the purposes of this paragraph, shall include those persons who acquired shares pursuant to the deed of incorporation of the company.

4.9. A resolution to grant a right to subscribe for preference shares shall only be valid if the exercise of such right is subject to an event as described in paragraph 8.
4.10. All notifications to shareholders must be made in accordance with the provisions relating to the convening of a general meeting as set out in article 30, paragraph 2.

Issuance price. Payment of shares.

Article 5.

5.1. Without prejudice to what has been provided in section 2:80.2 Civil Code, shares shall at no time be issued below par. Ordinary shares and financing preference shares must be fully paid up upon issue.

Preference shares may be issued against partial payment, with the proviso that the obligatory payable part of the nominal amount (call) must be equal in respect of each preference share - regardless of the time of issue of such preference share - and that at least one-fourth part of the nominal amount must be paid upon subscription for the share.

5.2. The managing board may with the approval of the supervisory board resolve on which day and up to which amount a further call must be paid on preference shares which have not yet been paid up in full. The managing board shall give immediate notice of such resolution to the holders of preference shares; the period intervening between that notice and the day, on which the call must have been paid, must be at least thirty days.
5.3. Payment must be made in cash to the extent that no other contribution has been agreed upon. If the company so agrees, payment in cash can be made in a currency other than Dutch currency.

In the event of payment in a foreign currency the obligation to pay is fulfilled to the extent of the sum for which the payment is freely convertible into Dutch currency. The decisive factor is the rate of exchange on the day of payment, or as the case may be after application of the next sentence, on the day mentioned therein.

The company can require payment at the rate of exchange on a certain day within two months prior to the ultimate day on which payment must be made, provided the shares or depositary receipts issued therefor shall immediately upon their issue be admitted to a listing at a stock exchange outside of the Netherlands.

Acquisition by the company of its shares.

Article 6.

Subject to authorisation by the general meeting and with due observance of the other provisions of Section 2:98 Civil Code, the managing board may cause the company to acquire for consideration fully paid up shares in its own share capital.

Reduction of capital. Cancellation of shares.

Article 7.

With due observance of the provisions of Section 2:99 Civil Code, upon the proposal of the supervisory board, the general meeting may resolve to reduce the issued capital by cancelling shares or by reducing the nominal amount of the shares by an amendment of the company's articles of association. The shares referred to in such resolution must be designated therein and provisions for the implementation of the resolution must be made therein.

Cancellation with repayment of shares or partial repayment on shares or release from the obligation to pay up as referred to in Section 2:99 Civil Code may also be made or be given exclusively with respect to ordinary shares or exclusively with respect to preference shares or exclusively with respect to financing preference shares.

A partial repayment or release must be made pro rata to all shares concerned. The pro rata requirement may be waived with the consent of all the shareholders concerned.

Shares. Share certificates.

Article 8.

8.1. Shares shall be issued in registered form only. The managing board may decide to identify all or part of the shares in such a manner that it deems appropriate, or to change or cancel the identification of all or part of the shares.

8.2. No share certificates shall be issued for shares.

Share certificates.

Article 9.

Deleted.

Share register.

Article 10.

10.1. Notwithstanding the applicable statutory provisions in respect of registered shares, a share register shall be kept by or on behalf of the company, which register shall be regularly updated and, at the discretion of the managing board, may, in whole or in part, be kept in more than one copy and at more than one address.

Part of the register may be kept abroad in order to comply with applicable foreign statutory provisions or applicable provisions set by a foreign stock exchange.

10.2. Each shareholder's name, his address and such further information as required by law and such further information as the managing board deems appropriate, whether at the request of a shareholder or not, shall be recorded in the register.
10.3. The form and the contents of the register shall be determined by the managing board with due observance of the provisions of paragraphs 1 and 2 of this article.
10.4. Upon his request a shareholder shall be provided with written evidence of the contents of the register with regard to the shares registered in his name free of charge, and the statement so issued may be validly signed on behalf of the company by a person to be designated for that purpose by the managing board.
10.5. The provisions of paragraphs 1 up to and including 4 of this article shall equally apply to persons who hold a right of usufruct or a right of pledge on one or more shares.
10.6. The managing board and supervisory board shall have power and authority to permit inspection of the register and to provide information recorded therein as well as any other information regarding the direct or indirect shareholding of a shareholder of which the company has been notified by that shareholder to the authorities entrusted with the supervision and/or implementation of the trading of securities on a foreign stock exchange on behalf of the company and its shareholders, in order to comply with applicable foreign statutory provisions or applicable provisions set by such foreign stock exchange, if and to the extent such requirements apply to the company and its shareholders as a result of the listing of shares in the share capital of the company on such stock exchange or the registration of such shares or the registration of an offering of such shares under applicable foreign securities laws.
10.7. Any shareholder shall, upon written request, have the right during the usual hours for business to inspect the company's share register and a list of its shareholders and their addresses and shareholdings, and to make copies or extracts therefrom. The request shall be directed to the managing directors of the company at its registered office in the Netherlands or at its principal place of business.

Fractional shares.

Article 11.

11.1. Each ordinary share consists of thirty-six (36) fractional shares. Each fractional share represents a one/thirty-sixth (1/36th) portion of the value of an ordinary share.
11.2. Every fractional share shall be in registered form.
11.3. Without prejudice to the other provisions of this article 11, the provisions of Title 4 of Book 2 of the Dutch Civil Code on shares and shareholders shall apply accordingly to fractional shares and holders of fractional shares, to the extent not stipulated otherwise in those provisions.
11.4. The provisions of these articles of association with respect to shares and shareholders shall apply accordingly to fractional shares and holders of fractional shares, to the extent not stipulated otherwise in paragraphs 5 and 6 of this article 11.
11.5. A holder of one or more fractional shares may exercise the meeting and voting rights attaching to an ordinary share together with one or more other holders of one or more fractional shares to the extent the total number of fractional shares held by such holders of fractional shares equals thirty-six (36) or a multiple thereof. These rights shall be exercised either by one of them who has been authorized to that effect by the others in

writing, or by a proxy authorized to that effect by those holders of fractional shares in writing.

11.6. Every holder of a fractional share is entitled to a one/thirty-sixth (1/36th) part of the (interim) dividend and any other distribution to which the holder of one (1) ordinary share is entitled.
11.7. In the event the holder of one or more fractional shares acquires such number of fractional shares that the total number of fractional shares held by him at least equals thirty-six (36), then each time thirty-six (36) fractional shares held by him shall by operation of law be consolidated into one (1) ordinary share; this shall be recorded in the shareholders' register.
11.8. One or more shares held by the company in its own share capital, can be divided into thirty-six (36) fractional shares upon a resolution by the managing board. Fractional shares created in this way, will not be consolidated in accordance with article 11.7 as long as those fractional shares are held by the company, unless the managing board resolves to consolidate in accordance with article 11.7.

Transfer of shares.

Article 12.

12.1. The transfer of title to shares or the transfer of title to or a termination of a right of usufruct on shares or the creation or release of a right of usufruct or of a right of pledge on shares shall be effected by way of a written instrument of transfer, and in accordance with the (further) provisions set forth in section 2:86, or, as the case may be, section 2:86c, Civil Code.
12.2. The provisions of paragraph 1 of this article shall equally apply to (i) the allotment of shares in the event of a judicial partition of any community of property, (ii) the transfer of a registered share as a consequence of foreclosure of a right of pledge and (iii) the creation of limited rights in rem on a registered share.
12.3. Any requests made pursuant to and in accordance with the provisions of article 10 and this article 12 may be sent to the company at such address(es) as to be determined by the managing board, at all times including an address in the municipality or city where a stock exchange on which shares in the share capital of the company are listed has its principal place of business.
12.4. The company is authorized to charge such amounts as may be determined by the managing board provided they do not exceed cost price, to persons who have made a request pursuant to and in accordance with the provisions of article 10 and this article 12.

Restriction on the transfer of preference shares.

Article 13.

13.1. Each transfer of preference shares shall require the approval of the supervisory board. The approval shall be applied for in writing, stating the name and address of the intended transferee, as well as the price or other consideration which the intended transferee is willing to pay or give.
13.2. If the approval is refused, the supervisory board shall at the same time designate one or more prospective purchasers who are willing and able to purchase all the shares to which the request for approval relates, against cash payment at a price to be fixed

mutually by the transferor and the supervisory board within two months following such designation.

13.3. If, within three months of receipt by the company of the request to approve the intended transfer, the transferor has not received a written notice to that end from the company or due written refusal to approve the transfer was not simultaneously accompanied by designation of one or more prospective purchasers as referred to in paragraph 2, the approval to transfer shall be deemed granted following expiry of said period or upon receipt of the notice of refusal.
13.4. If the transferor and the supervisory board have failed to reach agreement on the price meant in paragraph 2 within two months of the refusal of the approval, such price shall be fixed by an expert, to be designated by the transferor and the managing board by mutual agreement or, failing agreement about that within three months following the refusal of the approval, by the President of the Chamber of Commerce and Industry in the district in which the Company has its corporate seat according to its articles of association, at the request of the party who is first to take action.
13.5. The transferor shall have the right to abandon the transfer, provided he so notifies the managing board in writing within one month of his being informed of both the name of the designated prospective purchaser(s) and the fixed price.
13.6. In the event of approval of the transfer in the sense of paragraph 1 or paragraph 3 the transferor shall be entitled to transfer all shares, to which his request relates, to the purchaser mentioned in the request at the price or consideration mentioned by him, referred to in paragraph 1 of this article.
13.7. The costs connected with the transfer for the Company may be charged to the new transferee.

Usufructuaries. Pledgees. Holders of depositary receipts.

Article 14.

14.1. The usufructuary, who in conformity with the provisions of section 2:88, Civil Code has no right to vote, and the pledgee who in conformity with the provisions of section 2:89, Civil Code has no right to vote, shall not be entitled to the rights which by law have been conferred on holders of depositary receipts for shares issued with the cooperation of the company.
14.2. Where in these articles of association persons are mentioned who are entitled to attend meetings of shareholders, this shall include the holders of depositary receipts for shares issued with the cooperation of the company, and persons who in pursuance of section 2:88.4 or section 2:89.4, Civil Code have the rights that by law have been conferred on holders of depositary receipts for shares issued with the cooperation of the company.

Managing board.

Article 15.

15.1. The company shall be managed by a managing board consisting of one or more managing directors under the supervision of the supervisory board. The number of members of the managing board shall be determined by the supervisory board.

15.2. Managing directors shall be appointed by the general meeting upon the joint meeting of the supervisory board and the managing board hereinafter referred to as: the "Joint Meeting" having made a binding nomination for each vacancy. The managing board shall invite the Joint Meeting to make a nomination within sixty days. However, the general meeting may at all times overrule the binding nature of such a nomination by a resolution adopted by at least a two thirds majority of the votes cast, if such majority represents more than half the issued share capital. A second general meeting as referred to in article 2:120, paragraph 3 Civil Code may not be convened. The nomination shall be included in the notice of the general meeting at which the appointment shall be considered.

If a nomination has not been made or has not been made in due time, this shall be stated in the notice and the general meeting shall make such appointment at its discretion. The managing directors appointed by the general meeting shall be appointed for the period commencing on the date following the annual general meeting which must be held by virtue of section 2:108.2, Civil Code up to and including the date of that meeting held in the following financial year.

15.3. With due observance of these articles of association, the supervisory board may adopt a "directiereglement" (rules governing the internal organisation, hereinafter the "management rules") and the supervisory board shall have authority to amend the management rules from time to time.

Furthermore, the supervisory board may divide the duties among the managing directors, whether or not by way of a provision to that effect in the management rules. The management rules shall include directions to the managing board concerning the general financial, economic, personnel and social policy of the company, to be taken into consideration by the managing board in the performance of its duties.

15.4. The company has a policy in the area of remuneration of the managing board. The policy will be adopted by the general meeting upon a proposal of the supervisory board. The remuneration of members of the managing board will, with due observance of the policy as referred to in the preceding sentence, be determined by the supervisory board.

Suspension or dismissal of managing directors.

Article 16.

16.1. The general meeting shall at all times be entitled to suspend or dismiss a managing director. The general meeting may only adopt a resolution to suspend or dismiss a managing director by at least a two thirds majority of the votes cast, if such majority represents more than half of the issued share capital, unless the proposal was made by the Joint Meeting in which case a simple majority is sufficient. A second general meeting as referred to in Article 2:120, paragraph 3 Civil Code may not be convened.
16.2. The supervisory board shall also at all times be entitled to suspend (but not to dismiss) a managing director. Within three months after a suspension of a managing director has taken effect, a general meeting of shareholders shall be held, in which meeting a resolution must be adopted to either terminate or extend the suspension for a maximum period of another three months. If neither such resolution is adopted nor the general

meeting of shareholders has resolved to dismiss the managing director, the suspension shall terminate after the period of suspension has expired.

The managing director shall be given the opportunity to account for his actions at that meeting.

Representation.

Article 17.

17.1. The entire managing board as well as each managing director acting individually may represent the company and bind it vis-a-vis third parties.
17.2. The managing board may grant special and general powers of attorney to persons, whether or not such persons are employed by the company, authorizing them to represent the company and bind it vis-a-vis third parties. The scope and limits of such powers of attorney shall be determined by the managing board. The managing board may in addition grant to such persons such titles as it deems appropriate. The powers of the managing board in this paragraph 2 shall be subject to the approval of the supervisory board to be specified in a resolution adopted pursuant to Article 19, paragraph 1.
17.3. The managing board shall have power to enter into and perform agreements and all "rechtshandelingen" (legal acts) contemplated thereby as specified in section 2:94.1, Civil Code in so far as such power is not expressly excluded or limited by any provision of these articles or by any resolution of the supervisory board.

Chairman of the managing board. Resolutions of the managing board. Article 18.

18.1. The supervisory board shall appoint one of the managing directors as chairman of the managing board, who shall have the title of Chief Executive Officer.
18.2. Resolutions of the managing board shall be validly adopted, if adopted by simple majority of votes, at least one of whom so voting in favour of the proposal must be the chairman. Each managing director has the right to cast one vote. In case of absence a managing director may issue a proxy, however, only to another managing director.
18.3. The managing board may adopt resolutions without holding a meeting, provided such resolutions are adopted in writing or by legible and reproducible electronic communications and no managing director has objected to this method of adoption of a resolution.
18.4. A certificate signed by a managing director confirming that the managing board has adopted a particular resolution, shall constitute evidence of such resolution vis-a-vis third parties.
18.5. The management rules shall include provisions on the manner of convening board meetings and the internal procedure at such meetings. These meetings may be held by telephone conference communications, as well as by video communications, provided all participating managing directors can hear each other simultaneously.

Mandatory prior approval for management action.

Article 19.

19.1. Without prejudice to any other applicable provisions of these articles of association, the managing board shall require the prior approval of the supervisory board for any action

specified from time to time by a resolution to that effect adopted by the supervisory board, of which the managing board has been informed in writing.

19.2. Without prejudice to any other applicable provisions of these articles of association, the managing board shall require the approval of the general meeting of shareholders if required by law and the provisions of these articles of association.

Prevented from acting.

Article 20.

20.1. In case a managing director is "belet of ontstent" (prevented from acting), the remaining managing directors or managing director shall temporarily be responsible for the entire management. In case all managing directors are, or the only managing director is prevented from acting, one or more persons appointed by the supervisory board for this purpose from time to time shall be temporarily responsible for the management.
20.2. In case a supervisory director is "belet of ontstent" (prevented from acting), the remaining supervisory directors or supervisory director shall temporarily be responsible for the supervision, notwithstanding article 22, paragraph 2.

In case all supervisory directors are prevented from acting, the managing board shall designate one or more temporary supervisory directors who shall then take the necessary measures to make a definitive arrangement.

Supervisory board.

Article 21.

21.1. The supervisory board shall be responsible for supervising the policy pursued by the managing board and the general course of affairs of the company and the business enterprise which it operates. The supervisory board shall assist the managing board with advice relating to the general policy aspects connected with the activities of the company. In fulfilling their duties the supervisory directors shall serve the interests of the company and the business enterprise which it operates.
21.2. The managing board shall provide the supervisory board in good time with all relevant information as well as with all other information as the supervisory board may request, in connection with the exercise of its duties.
21.3. The general meeting shall determine the compensation of the members of the supervisory board, upon the (non-binding) recommendation by the compensation committee. Expenses incurred by the supervisory directors shall be reimbursed.

Number of supervisory directors. Appointment.

Article 22.

22.1. The supervisory board shall consist of such number of members as the Joint Meeting may from time to time determine, with a minimum of three members. Notwithstanding the provisions of paragraph 2 of this article the supervisory directors shall be appointed by the general meeting upon the Joint Meeting having made a binding nomination for each vacancy. Article 15, paragraph 2 applies equally. The supervisory directors appointed by the general meeting shall be appointed for the period commencing on the date following the annual general meeting which must be held by virtue of section 2:108.2, Civil Code up to and including the date of that meeting held in the following financial year.

22.2. If during a financial year a vacancy occurs in the supervisory board, the supervisory board may appoint a supervisory director who will cease to hold office at the next following annual general meeting as referred to in the previous paragraph. The supervisory board may in such manner appoint supervisory directors up to a maximum of one third (1/3) of the number of supervisory directors as determined in accordance with paragraph 1 of this article.
22.3. The supervisory board shall appoint one of its members as its chairman.
22.4. Whenever a supervisory director must be appointed by the general meeting the information referred to in section 2:142.3, Civil Code shall be made available to the shareholders for their prior inspection.

Organisation of the supervisory board.

Article 23.

23.1. With due observance of these articles of association, the supervisory board may adopt a "commissarissen reglement" (rules governing the internal organisation of the supervisory board, hereinafter the "supervision rules") and it may further establish such committees as it shall deem appropriate, provided that the powers and authority of such committees are set forth in the supervision rules.
23.2. The supervisory board may decide that one or more of its members shall have access to all premises of the company and that they shall be authorized to examine all books, correspondence and other records and to be fully informed of all actions which have taken place.
23.3. At the expense of the company, the supervisory board may obtain such advice from experts as the supervisory board deems desirable for the proper fulfillment of its duties.
23.4. If there is only one supervisory director in office, such supervisory director shall have all rights and obligations granted to and imposed on the supervisory board and the chairman of the supervisory board by law and by these articles of association.

Suspension or dismissal of supervisory directors.

Article 24.

24.1. The general meeting shall at all times be entitled to suspend or dismiss a supervisory director. Article 16, paragraph 1, second and third sentence applies equally.
24.2. Within three months after a suspension of a supervisory director has taken effect, a general meeting shall be held, in which meeting a resolution must be adopted to either terminate or extend the suspension for a maximum period of another three months. If neither such resolution is adopted nor the general meeting of shareholders has resolved to dismiss the supervisory director, the suspension shall terminate after the period of suspension has expired. The supervisory director shall be given the opportunity to account for his actions at that meeting.

Resolutions by the supervisory board.

Article 25.

25.1. Resolutions of the supervisory board shall be validly adopted, if adopted by simple majority of votes in a meeting at which the majority of the supervisory directors is present or represented. Each supervisory director has the right to cast one vote. In case of absence, a supervisory director may issue a proxy, however, only to another

supervisory director. The supervisory board may also adopt resolutions without holding a meeting, provided such resolutions are adopted in writing or by legible and reproducible electronic communications and no supervisory director has objected to this method of adoption of a resolution.

25.2. A certificate signed by a supervisory director confirming that the supervisory board has adopted a particular resolution, shall constitute evidence of such resolution vis-a-vis third parties.
25.3. The managing directors shall attend meetings of the supervisory board at the latter's request.
25.4. The supervisory board shall meet whenever two or more of its members or the managing board so requests. Meetings of the supervisory board shall be convened by the chairman of the supervisory board, either at the request of two or more supervisory directors or at the request of the managing board, or by the supervisory directors requesting the meeting to be held. If the chairman fails to convene a meeting so that it can be held within four weeks of the receipt of the request, the supervisory board members making the request are entitled to convene the meeting.
25.5. The supervisory rules shall include provisions on the manner of convening board meetings and the internal procedure at such meetings. These meetings may be held by telephone conference communications, as well as by video communications, provided all participating supervisory directors can hear each other simultaneously.

Joint Meeting. Resolutions of the Joint Meeting.

Article 26.

26.1. The Joint Meeting as referred to in these articles of association consists of the members of the supervisory board and the members of the managing board. The sole responsibility of the Joint Meeting shall be to make a binding nomination for each vacancy in the managing board and the supervisory board and the actions as referred to in article 16, paragraph 1 and article 22, paragraph 1.
26.2. The chairman of the supervisory board is the chairman of the Joint Meeting. The Joint Meeting shall appoint one of its members as secretary.
26.3. The Joint Meeting may only adopt resolutions if the majority of the members of the supervisory board and the majority of the members of the managing board are present or represented in such meeting. Resolutions of the Joint Meeting shall be validly adopted, if adopted by simple majority of votes. Each member of the Joint Meeting has the right to cast one vote. In case of absence a member of the Joint Meeting may issue a proxy, however, only to another member of the Joint Meeting.
26.4. The Joint Meeting may adopt its resolutions without holding a meeting, provided that such resolutions are adopted in writing or by legible and reproducible electronic communications and no member of the Joint Meeting has objected to this method of adoption of a resolution.
26.5. A certificate signed by the chairman of the Joint Meeting confirming that the Joint Meeting has adopted a particular resolution, shall constitute evidence of such resolution vis-a-vis third parties.

26.6. The Joint Meeting shall adopt Joint Meeting rules. The Joint Meeting rules shall include provisions on the manner of convening meetings and the internal procedure at such meetings. These meetings may be held by telephone conference communications, as well as by video communications, provided all participating members can hear each other simultaneously.

Indemnification.

Article 27.

27.1. The company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the company) by reason of the fact that he is or was a supervisory director, managing director, officer or agent of the company, or was serving at the request of the company as a supervisory director, managing director, officer or agent of another company, a partnership, joint venture, trust or other enterprise, against all expenses (including attorneys' fees) judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful or out of his mandate. The termination of any action, suit or proceeding by a judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and not in a manner which he reasonably could believe to be in or not opposed to the best interests of the company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.
27.2. The company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or proceeding by or in the right of the company to procure a judgment in its favor, by reason of the fact that he is or was a supervisory director, managing director, officer or agent of the company, or is or was serving at the request of the company as a supervisory director, managing director, officer or agent of another company, a partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or proceeding if he acted in good faith and in a manner he reasonably could believe to be in or not opposed to the best interests of the company and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for gross negligence or wilful misconduct in the performance of his duty to the company, unless and only to the extent that the court in which such action or proceeding was brought or any other court having appropriate jurisdiction shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnification against such expenses which the court in which

such action or proceeding was brought or such other court having appropriate jurisdiction shall deem proper.

27.3. To the extent that a supervisory director, managing director, officer or agent of the company has been successful on the merits or otherwise in defense of any action, suit of proceeding, referred to in paragraphs 1 and 2, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorney's fees) actually and reasonable incurred by him in connection therewith.
27.4. Any indemnification by the company referred to in paragraphs 1 and 2 shall (unless ordered by a court) only be made upon a determination that indemnification of the supervisory director, managing director, officer or agent is proper in the circumstances because he had met the applicable standard of conduct set forth in paragraphs 1 and 2. Such determination shall be made:
- (a) either by the supervisory board by a majority vote in a meeting consisting of supervisory directors who were not parties to such action, suit or proceeding; or
- (b) if the majority referred to under (a) adopts a resolution to that effect, by independent legal counsel in a written opinion; or
- (c) by the general meeting of shareholders.
27.5. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the company in advance of the final disposition of such action, suit or proceeding upon a resolution of the supervisory board with respect to the specific case upon receipt of an undertaking by or on behalf of the supervisory director, managing director, officer or agent to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the company as authorized in this article.
27.6. The indemnification provided for by this article shall not be deemed exclusive of any other right to which a person seeking indemnification may be entitled under any bylaws, agreement, resolution of the general meeting of shareholders or of the disinterested supervisory directors or otherwise, both as to actions in his official capacity and as to actions in another capacity while holding such position, and shall continue as to a person who has ceased to be a supervisory director, managing director, officer or agent and shall also inure to the benefit of the heirs, executors and administrators of such a person.
27.7. The company shall have the power to purchase and maintain insurance on behalf of any person who is or was a supervisory director, managing director, officer or agent of the company, or is or was serving at the request of the company as a supervisory director, managing director, officer, employee or agent of another company, a partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity or arising out of his capacity as such, whether or not the company would have the power to indemnify him against such liability under the provisions of this article.
27.8. Whenever in this article reference is made to the company, this shall include, in addition to the resulting or surviving company also any constituent company (including any constituent company of a constituent company) absorbed in a consolidation or merger which, if its separate existence had continued, would have had the power to indemnify

its supervisory directors, managing directors, officers and agents, so that any person who is or was a supervisory director, managing director, officer or agent of such constituent company, or is or was serving at the request of such constituent company as a supervisory director, managing director, officer or agent of another company, a partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this article with respect to the resulting or surviving company as he would have with respect to such constituent company if its separate existence had continued.

General meeting of shareholders.

Annual general meeting of shareholders.

Article 28.

28.1. The annual general meeting shall be held within six months after the close of the financial year.
28.2. At this general meeting the following subjects shall be considered:
- a. the written annual report prepared by the managing board on the course of business of the company and the conduct of its affairs during the past financial year, and the report of the supervisory board on the annual accounts;
- b. the adoption of the annual accounts;
- c. the filling of any vacancies in the managing board and the supervisory board;
- d. the proposals placed on the agenda by the managing board or by the supervisory board, together with proposals made by shareholders in accordance with paragraph 2 of Article 31.
28.3. If the agenda of a general meeting includes the granting of discharge to the members of the managing board and the supervisory board with respect to the performance of their duties in the respective financial year, the item of discharge will be put on the agenda as a separate item for the managing board and the supervisory board, respectively.

Extraordinary general meetings.

Article 29.

29.1. Extraordinary general meetings shall be held as often as deemed necessary by the managing board and/or the supervisory board and shall be held if one or more shareholders and other persons entitled to attend such meetings jointly representing at least forty per cent (40%) of the issued share capital make a written request to that effect to the managing board or supervisory board, specifying in detail the business to be considered.
29.2. If the managing board or the supervisory board fail to comply with a request referred to in paragraph 1 of this article in such manner that the general meeting can be held within twelve weeks after the request, the persons who have made the request may convene the meeting themselves.

Place and notice of the general meetings.

Article 30.

30.1. General meetings shall be held at Amsterdam, Haarlemmermeer (SchipholAirport), Rotterdam, Arnhem, Maastricht, Venlo or The Hague. The notice convening the

meeting shall inform the shareholders and other persons entitled to attend the general meeting accordingly.

30.2. The notice convening a general meeting shall be given in such manner as shall be authorized by law including but not limited to an announcement published by electronic means.
30.3. The notice convening a general meeting shall be sent by either the managing board, the supervisory board or the persons who according to the law or these articles of association are entitled thereto.

Notice period. Agenda.

Article 31.

31.1. The notice convening a general meeting shall be given with due observance of the statutory notice period. The notice shall contain the agenda and other meeting materials as required by applicable law or these articles of association.
31.2. The agenda shall contain such subjects to be considered at the meeting as the person(s) convening the meeting or requesting the meeting pursuant to article 29, paragraph 1 shall decide.

Furthermore an item, which is requested in writing by one or more shareholders, who are entitled thereto pursuant to the law, shall be included in the agenda and announced in the same manner, provided such request is made in writing or by legible and reproducible electronic communications in the form of a reasoned request or a proposal for a resolution to the supervisory board and the managing board, and such request is received no later than on the sixtieth day prior to the day of the meeting. The agenda shall further specify that resolutions regarding such subjects can only be validly adopted in accordance with article 43, paragraph 1. No valid resolutions can be adopted at a general meeting of shareholders in respect of subjects which are not mentioned in the agenda.

Chairman of general meetings. Minutes.

Article 32.

32.1. General meetings shall be presided by the chairman of the supervisory board. In case of absence of the chairman of the supervisory board the meeting shall be presided by any other person nominated by the supervisory board. The chairman of the meeting shall appoint the secretary of that meeting.
32.2. The secretary of the meeting shall keep the minutes of the business transacted at the meeting, which minutes shall in evidence of their adoption be signed by the chairman and the secretary.
32.3. The chairman of the supervisory board may request a "notaris" (civil law notary) to include the minutes of the meeting in a "notarieel proces-verbaal" (notarial report).

Attendance of general meetings.

Article 33.

33.1. All shareholders and other persons entitled to vote at general meetings are entitled to attend the general meetings, to address the general meeting and to vote, provided that he has notified the managing board in writing of his intention to be present at the meeting or to be represented not later than on the close of business on the third day

prior to the day of the meeting, unless the managing board determines to permit notification within a shorter period of time prior to any such meeting. For the purpose of the provisions of this paragraph holders of a usufruct who have a voting right and holders of a pledge who have a voting right are put on a par with shareholders.

33.2. The managing board may decide that the business transacted at a shareholders' meeting can be monitored by electronic means of communication.
33.3. The managing board may decide that each person entitled to attend general meetings (and vote thereat) may, either in person or by written proxy, vote at that meeting and/or participate in that meeting by electronic means of communication, provided that such person can be identified through the electronic means of communication and that such person can directly monitor the business transacted at the general meeting concerned. The managing board may attach conditions to the use of the electronic means of communication, provided these conditions are reasonable and necessary for the identification of such person and for the reliability and safety of the communication. Those conditions shall be made public at the convocation of the general meeting and shall be posted on the company's website.
33.4. Persons entitled to attend the general meeting are those who at the record date have these rights and have been registered as such in a register designated by the managing board for that purpose, regardless of who would have been entitled to attend the general meeting if no record date would apply. The record date shall be on such date prior to the day of the general meeting as prescribed by law. The convocation notice for the meeting shall state the record date and the manner in which the persons entitled to attend the general meeting may register and exercise their rights.
33.5. The general meeting may adopt rules regarding, inter alia, the length of time for which shareholders may speak. In so far as such rules are not applicable, the chairman may determine the time for which shareholders may speak if he considers this desirable with a view to the orderly proceeding of the meeting.
33.6. The shareholders or their proxies must sign the attendance list, stating the number of the shares represented by them - insofar as applicable - the number of votes to be cast by them.

Proxies.

Article 34.

34.1. Shareholders and other persons entitled to attend a general meeting of shareholders may be represented by proxies duly authorised in writing, and such proxies shall be admitted upon production of such written instrument.
34.2. All matters regarding the admittance to the general meeting of shareholders, the exercise of voting rights and the result of votings, as well as any other matters regarding the proceedings at the general meeting of shareholders shall be decided upon by the chairman of that meeting, with due observance of the provisions of section 2:13, Civil Code.

Adoption of resolutions.

Article 35.

35.1. Unless otherwise stated in these articles, resolutions shall be validly adopted if adopted by a simple majority of votes cast. Blank and invalid votes shall not be counted. The chairman shall decide on the method of voting and on the possibility of voting by acclamation.
35.2. If the voting concerns the appointment of a person and more than one person has been nominated for appointment, then votes shall be taken until one of the nominees has obtained a simple majority of the votes cast, unless there is a tie vote concerning the appointment of persons, who have been named in a binding nomination, in which case the person first named in such nomination shall be deemed to have obtained most votes. The further votes may, at the chairman's discretion, be taken at a subsequent meeting.
35.3. Except as provided in paragraph 2, in case of an equality of the votes cast the supervisory board shall decide.

Voting right per share.

Article 36.

At the general meeting of shareholders each share shall confer the right to cast one vote, unless the law or the articles of association provides otherwise.

Class meetings.

Article 37.

37.1. A class meeting shall be held whenever a resolution by such meeting is required. Furthermore, such meeting shall be held if required by either the managing board or the supervisory board.
37.2. The articles 30 up to and including 36 shall be equally applicable to resolutions to be adopted by the meeting of holders of shares of a specific class, provided that the notice shall be sent not later than on the sixth day prior to the meeting, that the meeting itself appoints its chairman and that the meeting of holders of preference shares may also adopt all resolutions outside a meeting if so proposed by the supervisory board. A resolution outside a meeting is only valid if all holders of preference shares have cast their votes in writing by cable, by telex or by telecopier in favour of the proposal concerned.

Annual accounts. Report of the board of management.

Article 38.

38.1. The financial year of the company shall run from the first day of January up to and including the thirty-first day of December.
38.2. Each year the managing board shall cause annual accounts to be drawn up, consisting of a balance sheet as at the thirty-first day of December and a profit and loss account in respect of the preceding financial year, together with the explanatory notes thereto. The managing board shall furthermore prepare a report on the course of business of the company in the preceding year.
38.3. The managing board shall, within the provisions of the law, make available: the annual accounts, the annual report, the accountant(s) declaration and all other documents pursuant to the law.
38.4. The managing board shall draw up the annual accounts in accordance with applicable generally accepted accounting principles and all other applicable provisions of the law.
38.5. The supervisory board shall on behalf of the company, cause the annual accounts to be examined by one or more registered accountant(s) designated for the purposes by the general meeting of shareholders or other experts designated for the purpose in accordance with section 2:393, Civil Code. The auditor or the other expert designated shall report on his examination to the supervisory board and the managing board and shall issue a certificate containing the results thereof. The supervisory board shall ensure that the report on the annual accounts shall be available at the offices of the company for the shareholders.
38.6. Copies of the annual accounts, the annual report of the managing board, the report of the supervisory board, and the information to be added to each of such documents pursuant to the law shall be made available at the office of the company for inspection by the shareholders and the other persons entitled to attend meetings of shareholders, as from the date of the notice convening the general meeting of shareholders at which meeting they shall be discussed, until the close thereof.

Discharge of managing board and supervisory board.

Article 39.

If the agenda of a general meeting includes the granting of discharge to the members of the managing board and the supervisory board and if such discharge is granted, the members of the managing board and the supervisory board shall be fully discharged from liability in respect of the exercise of their duties during the financial year concerned, unless a proviso is made by the general meeting of shareholders, and without prejudice to the provisions of sections 2:138 and 2:149, Civil Code.

Profit and loss.

Article 40.

40.1. Out of the profit made in any financial year first of all, if possible, shall be distributed on the preference shares the percentage to be mentioned hereinafter of the amount (call) paid obligatory on those shares as at the commencement of the financial year for which the distribution is made.

The above-mentioned percentage shall be equal to the Average Main Refinancing Rates during the financial year for which the distribution is made. Average Main Refinancing Rate shall be understood to mean the average value on each individual day during the financial year for which the distribution is made of the Main Refinancing Rates prevailing on such day. Main Refinancing Rate shall be understood to mean the rate of the Main Refinancing Operation as determined and published from time to time by the European Central Bank.

If the amount paid obligatory on the preference shares has been decreased or, in pursuance of a resolution on a further call, has been increased in the financial year for which the above-mentioned distribution is made, the distribution shall be decreased, or,

if possible, increased by an amount equalling the above-mentioned percentage of the amount of the decrease, or increase, calculated as from the date of the decrease, or as from the point of time, at which the further call has become obligatory. If preference shares have been issued in the course of any financial year, the dividend on the preference shares shall be decreased pro rata for such financial year until the date of issue, in which connection part of a month shall be counted as a full month. If and to the extent that the profit is not sufficient to make the payment referred to in this paragraph in full, the deficit will be distributed against the reserves, with the exception of the reserve which was formed as share premium upon the issue of financing preference shares.

40.2. In the event of cancellation with repayment of preference shares a distribution will be made on the cancelled preference shares on the day of repayment, which distribution will be calculated as much as possible in accordance with the provisions of paragraph 1 and 3 of this article and pro rata temporis to be calculated on the period from the day on which a distribution as meant in paragraphs 1 and 3 was made for the last time - or if the preference shares have been issued following such day: from the day of issue - until the day of repayment, without prejudice to the provisions of article 2:105, paragraph 4 Civil Code.
40.3. If in any financial year the profit meant in paragraph 1 is not sufficient to make the distributions described above in this article and in addition no distribution or only a part distribution is made from the reserves, as meant in paragraph 1, such that the deficit is not fully distributed, the provisions above in this article and the provisions of paragraphs 4 and 7 shall not be applied until the deficit has been recovered.
40.4. Out of the profit remaining after application of the previous paragraphs such amounts shall be allocated to reserve as the supervisory board shall determine. Insofar as the profit is not allocated to reserve upon application of the preceding sentence:
- a. if possible, a dividend shall be distributed on each financing preference share equalling a percentage calculated on the nominal amount, increased by the amount of share premium that was paid upon the first issue of financing preference shares and which percentage is related to the average effective yield on the prime interest rate on corporate loans in the United States of America as quoted in the Wall Street Journal, calculated and fixed in the manner as stated hereinafter.
- b. The percentage of the dividend for the financing preference shares is calculated by taking the average effective yield of the above-mentioned loans, for the last twenty exchange days, prior to the day on which financing preference shares are issued for the first time or on which the dividend percentage is adjusted, possibly increased or decreased by a maximum of one per cent point, depending on the then prevailing market conditions, as the managing board shall resolve subject to the approval of the supervisory board.
- c. For the first time on the first of January of the calendar year following on the day after three years have lapsed since the day on which financing preference shares

are issued for the first time and every time three years later, the dividend percentage of all financing preference shares concerned may be adjusted to the then average effective yield of the prime interest rate on corporate loans in the United States of America as quoted in the Wall Street Journal, calculated and fixed in the manner as stated in b.

40.5. If in any financial year the distributions meant above in paragraph 4 of this article have not been made, the provisions of paragraphs 4 second sentence and 7 of this article shall not be applied until the deficit has been recovered and after the provisions above in paragraphs 1 and 3 become applicable. The managing board shall be authorised subject to the approval of the supervisory board to decide to distribute an amount equal to the deficit meant in the previous sentence against the reserves, with the exception of the reserve which was formed as share premium upon the issue of financing preference shares.
40.6. If financing preference shares are issued in the course of any financial year, the dividend on the financing preference shares shall be decreased pro rata for such financial year until the first day of issue.
40.7. Insofar as the profit is not distributed or allocated to reserve upon application of the previous paragraphs of this article, it shall be at the free disposal of the general meeting, with the proviso that no further dividend will be distributed on the preference shares and the financing preference shares.
40.8. The managing board may with due observance of Article 2:105 Civil Code and with the approval of the supervisory board distribute an interim dividend, if and to the extent that the profit so permits. Interim dividends may be distributed on one class of shares only.
40.9. The general meeting may resolve on a proposal made by the supervisory board wholly or partly to distribute dividends or reserves, instead of cash, in the form of shares in the capital of the company.
40.10. In the event of cancellation with repayment of financing preference shares a distribution will be made on the cancelled financing preference shares on the day of repayment, which distribution will be calculated as much as possible in accordance with the provisions of paragraph 4 and 5 of this article that pro rata temporis to be calculated on the period from the day on which a distribution as meant in paragraphs 1 and 3 was made for the last time - or if the financing preference shares have been issued following such day: from the day of issue - until the day of repayment, without prejudice to the provisions of article 2:105.4 Civil Code.
40.11. A deficit as meant in article 2:104 Civil Code, may only be applied against the share premium formed upon the issue of financing preference shares, if all other reserves are depleted.
40.12. The company can only declare distributions in so far as its "eigen vermogen" (shareholders equity) exceeds the amount of the paid up and called portion of the share capital, plus the "wettelijke" (statutory) reserves.

Distributions charged to share premium reserves or other reserves. Article 41.

-

Notwithstanding the provisions of article 40, paragraph 12, the supervisory board may cause the company to declare distributions out of a share premium reserve or out of any other reserve shown in the annual accounts, not being a "wettelijke" (statutory) reserve.

Distributions. Payments.

Article 42.

42.1. Distributions pursuant to article 40 or article 41 shall be payable as from a date to be determined by the supervisory board.
42.2. Distributions under article 40 or article 41 shall be made payable at an address or addresses in the Netherlands, to be determined by the supervisory board, as well as at least one address in each country where the shares of the company are listed on a stock exchange.
42.3. The supervisory board may determine the method of payment of cash distributions on shares.
42.4. The person entitled to a distribution shall be the person in whose name the share is registered at the date to be determined for that purpose by the supervisory board in respect of each distribution, which date should be between the date of determination of distributions and the date of payment.
42.5. Notice of distributions and of the dates and addresses referred to in the preceding paragraphs of this article shall in any event be published in the Netherlands, in a daily newspaper and further in such manner as the supervisory board may deem desirable.
42.6. Distributions in cash that have not been collected within five years and two days after they have become due and payable shall revert to the company.
42.7. In case of a distribution in the form of shares in the share capital of the company pursuant to article 40, paragraph 8, such shares shall be recorded in the share register.
42.8. The provisions of paragraph 5 shall apply equally in respect of distributions including pre-emptive subscription rights in the event of a share issue - made otherwise than pursuant to article 40 or article 41, provided that in addition thereto in the "Staatscourant" (Dutch Official Gazette) shall be announced the issue of shares with a pre-emptive subscription right and the period within which such right can be exercised. Such pre-emptive subscription right can be exercised during at least two weeks after the day of notice in the "Staatscourant" (Dutch Official Gazette).

Special resolutions of the general meeting.

Article 43.

43.1. Resolutions of the general meeting in a meeting that has not been convened by the managing board and/or the supervisory board or resolutions regarding subjects included on the agenda for the meeting at the request of shareholders pursuant to article 31, paragraph 2 shall only be valid if adopted with a majority of two thirds (2/3) of the votes cast representing more than half of the issued share capital, unless these articles require a greater majority or quorum, in which case the greater majority or quorum shall apply, and provided , however, that as set forth in paragraph 2 of this article certain resolutions shall only be valid if proposed by the supervisory board. A second general meeting as referred to in Article 2:120, paragraph 3, Civil Code may not be convened.

43.2. A resolution of the general meeting to:
- a. amend the articles of association;
- b. dissolve the company;
- c. issue shares or to grant rights to subscribe for shares;

d. limit or exclude any pre-emptive rights to which shareholders shall be entitled, shall only be valid if such resolution has been proposed to the general meeting by the supervisory board.

43.3. A resolution of the general meeting to:
- a. a legal merger ("juridische fusie"), or
- b. approve or authorize the managing board to sell all or substantially all of the assets of the company,

shall only be valid if such resolution:

(i) either has been proposed to the general meeting by the supervisory board and is adopted by a simple majority of the votes cast; or
(ii) such resolution is adopted by a majority representing at least two thirds (2/3) of the issued share capital.

A second general meeting as referred to in Article 2:120, paragraph 3 Civil Code may not be convened.

43.4. A resolution of the general meeting to amend the articles of association shall further only be valid if:
- (i) the complete proposal has been made available for inspection by the shareholders and the other persons entitled to attend the general meeting of shareholders, at the office of the company as from the day of notice convening such meeting until the close of that meeting; and
- (ii) a resolution to amend the articles of association by which the rights conferred on holders of shares of a specific class as such are changed has been approved by the relevant class meeting.

Dissolution. Liquidation.

Article 44.

44.1. If the company is dissolved, the liquidation shall be carried out by the person designated for that purpose by the general meeting of shareholders, under the supervision of the supervisory board.
44.2. The general meeting of shareholders shall upon the proposal of the supervisory board determine the remuneration payable to the liquidators and to the person responsible for supervising the liquidation.
44.3. The liquidation shall take place with due observance of the provisions of the law. During the liquidation period these articles of association shall, to the extent possible, remain in full force and effect.
44.4. After settling the liquidation, the liquidators shall render account in accordance with the provisions of the law.
44.5. After the company has ceased to exist, the books and records of the company shall remain in the custody of the person designated for that purpose by the liquidators during a seven-year period.

Distribution to shareholders upon dissolution.

Article 45.

After payment of all liabilities and the cost of liquidation, the balance of the assets of the Company shall be divided as follows:

a. in the first place, if possible, the holders of preference shares shall be paid the nominal amount paid on their preference shares, increased by the shortfall in the payment under article 40 and increased by an amount equal to the percentage on the nominal amount meant in article 40, calculated for the period, commencing on the first day of the last completely expired financial year preceding the dissolution and ending on the day of the distribution on preference shares meant in this article, with the proviso that all dividends which haven been paid on the preference shares for this period shall be deducted from the distribution pursuant to this section;
b. subsequently the holders of financing preference shares shall be paid the nominal amount paid on their financing preference shares, as well as the premium reserve paid on their shares upon issue of the same, increased by the shortfall in the payment under article 40 and increased by an amount equal to the percentage on the nominal amount meant in paragraph 4.a. of article 40 (as possibly adjusted on the basis of the provision of that article paragraph 4.c.) on the nominal amount after such amount has been increased by the premium reserve paid on their shares upon issue of the same, calculated for the period, commencing on the first day of the last completely expired financial year preceding the dissolution and ending on the day of the distribution on financing preference shares meant in this article, with the proviso that all dividends which haven been paid on the preference shares for this period shall be deducted from the distribution pursuant to this section;
c. the balance then remaining shall be distributed among the holders of ordinary shares in proportion to the number of ordinary shares held by each of them.

Unclaimed distributions upon dissolution.

Article 46.

Any amounts payable to shareholders or due to creditors which are not claimed within six (6) months after the last distribution was made payable, shall be deposited with the "consignatiekas" (Public Administrator of Unclaimed Debts).

Global Bond

THIS GLOBAL BOND AND THE SHARES TO BE DELIVERED UPON THE CONVERSION OF THE BONDS HAVE NOT AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). NEITHER THIS GLOBAL BOND NOR ANY PORTION HEREOF MAY BE OFFERED OR SOLD WITHIN THE UNITED STATES OF AMERICA OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS UNLESS AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE. THE GLOBAL BOND MAY NOT BE CONVERTED INTO SHARES BY OR ON BEHALF OF A PERSON LOCATED WITHIN THE UNITED STATES UNLESS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

ISIN: DE000A3L06J9 Common Code: 289817557 German Securities Code(WKN): A3L06J

QIAGEN N.V.

with corporate seat (statutaire zeten in Venlo, The Netherlands

(the "Issuer")

GLOBAL BEARER BOND

representing

USD 500million (in words: five hundred million US dollars) Convertible Bonds due 2031 convertible intoordinary registered shares of QIAGEN N.V.,

divided into bearer bonds in the principal amount of USD 200,000 each and ranking pari passu among themselves.

This global bearer bond (the "Global Bond") represents convertible bonds of the Issuer in the aggregate principal amount of USD 500 million, divided into Bonds in the principal amount of USD 200,000 each (the "Bonds"), and having the provisions specified, in the Terms and Conditions as annexed hereto. Definitive notes representing the Bonds will not be issued. References in this Global Bond to the "Terms and Conditions" shall be to the Terms and Conditions as annexed hereto. Words and expressions defined or set out in the Terms and Conditions shall have the same meaning when used in this Global Bond.

The Issuer, subject to and in accordance with the Terms and Conditions, agrees to pay to the bearer of this Global Bond for on-payment to the Bondholders any sums payable in respect thereof under the Terms and Conditions.

The Issuer, subject to and in accordance with the Terms and Conditions, undertakes to deliver to the Bondholders upon conversion ordinary registered shares of the Issuer.

This Global Bond shall be deposited with Clearstream Banking AG, Frankfurt am Main ("Clearstream Frankfurt"), and is issued exclusively for the purpose of being held in safe custody by or for the account of Clearstream Frankfurt.

Clearstream Frankfurt is authorised to reduce the principal amount of this Global Bond by the aggregate of the principal amounts of the Bonds in relation to which the conversion has been

___________________________________________________________________

exercised or which have been redeemed and cancelled. The relevant number of Bonds which are represented by this Global Bond will result from the relevant current electronic data documentation of Clearstream Frankfurt.

This Global Bond is governed by, and shall be construed in accordance with, the laws of the Federal Republic of Germany.

This Global Bond will only be valid if it bears the handwritten signatures of two duly authorised representatives of the Issuer and the control signature of a person duly authorised by Deutsche Bank Aktiengesellschaft.

Venlo, 5 September 2024

QIAGEN N.V.

By: By:

(Authorised Signatory) (Authorised Signatory)

/s/ Melanie Prang /s/ Axel Backheuer

Authentication Signature (without liability, warranty or recourse):

/s/ Wei Zhou /s/ Thorsten Metz

(Authorised Signatory)

NOT FOR DISTRIBUTION IN OR INTO THE U.S., AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW OR TO US PERSONS

Terms and Conditions of the Bonds (the "Terms and Conditions")

§ 1 Certain Definitions

In these Terms and Conditions, the following terms will have the following meanings:

(a) General Definitions.

"Agent(s)" has the meaning set out in § 13(a).

"Aggregate Conversion Principal Amount" means the aggregate principal amount of Bonds delivered by a Bondholder for conversion with a single Conversion Notice as determined by the Principal Conversion Agent in accordance with § 8(b)(iii).

"BGB" means the German Civil Code (Bürgerliches Gesetzbuch), as amended.

"Bond(s)" has the meaning set out in § 2(a).

"Bondholder" means the holder of a co-ownership interest or similar right in the Global Bond.

"Business Day" means each day (other than a Saturday or Sunday) on which (a) the Clearing System settles payments and (b) commercial banks and foreign exchange markets in New York City and Frankfurt am Main are open for business.

"Calculation Agent" has the meaning set out in § 13(a).

"Calculation Period" means, in respect of any Conversion Date, the period comprising the actual number of Trading Days falling in the Scheduled Calculation Period in respect of such Conversion Date (such number of Trading Days, the "Number of Trading Days" in respect of such Calculation Period).

"Capital Markets Indebtedness" means any present or future obligation for the payment or repayment of borrowed monies (including obligations by reason of any guarantee or other assumption of liability for any such obligation of a third-party) under any bonds, notes or other securities with an original maturity of more than one year which are or are capable of being quoted, listed, dealt in or traded on a stock exchange, an over-the-counter-market or other recognized securities market.

"Clearing System" means Clearstream Banking AG, Frankfurt am Main ("Clearstream Frankfurt") or any successor in such capacity.

"Closing Price" on any Trading Day means:

(i) the official closing price of the Ordinary Share on the relevant Trading Day as reported for the primary trading session on the Relevant Market; or
(ii) if no such official closing price of the Ordinary Share can be so determined, the last reported official quotation of the Ordinary Share on the Relevant Market during the primary trading session on the relevant Trading Day; or
(iii) if the Closing Price cannot be so determined, the Closing Price as determined by an Independent Expert on the basis of such quotations or other information as such Independent Expert considers appropriate; any such determination will be conclusive. Any reference in these Terms and Conditions to the Closing Price will include, if the reporting of the Closing Price is

discontinued, a reference to a quotation which replaces the Closing Price (x) by operation of law or (y) on the basis of generally accepted market practice,

in each case translated (if necessary) into US dollars at the Relevant FX Rate on such Trading Day.

"Custodian" means any bank or other financial institution with which the Bondholder maintains a securities account in respect of any Bonds and having an account maintained with the Clearing System and includes Clearstream Frankfurt.

"Delisting Event" has the meaning set out in § 5(e)(iii).

"Delisting Event Period" has the meaning set out in § 5(e)(iii).

"Event of Default" has the meaning set out in § 12(a).

"Financial Year" means the financial year as set out in the articles of association of the Issuer.

"Global Bond" has the meaning set out in § 2(b).

"Independent Expert" means an independent bank of international standing or an independent financial adviser with relevant expertise appointed by the Issuer at its own expense, which may be the Calculation Agent.

"Issuer" means QIAGEN N.V., a company existing under the laws of the Netherlands, with Dutch Trade Register number 12036979.

"Material Subsidiary" means a Subsidiary of the Issuer that, on a non-consolidated basis, has combined third-party revenues (from non-affiliated parties) prepared in accordance with accounting principles generally accepted in the United States, in excess of 5 per cent. of the consolidated revenues of the Issuer for the most recently completed fiscal year.

"Maturity Date" means 10 September 2031.

"Ordinary Share" means the ordinary registered share of the Issuer, with ISIN NL0012169213 as at the date of issue of the Bonds.

"Principal Amount" has the meaning set out in § 2(a).

"Principal Conversion Agent" has the meaning set out in § 13(a).

"Principal Paying Agent" has the meaning set out in § 13(a).

"Redemption Date" means the date fixed for redemption of the Bonds in the Issuer's notice in accordance with and subject to § 5(b) or § 5(c), which must be a Business Day.

"Relevant FX Rate" means on any day, and, in respect of the conversion of any currency into US dollars the spot mid-rate of exchange at 9:00 a.m. New York City time on that day for such pair of currencies as appearing on Bloomberg page BFIX (or any successor page thereto).

If the Relevant FX Rate cannot be determined in accordance with the foregoing provisions, the Relevant FX Rate shall be the exchange rate determined in accordance with the foregoing provisions mutatis mutandis but with respect to the last day preceding such day on which such rate can be determined. If the Relevant FX Rate cannot be so determined, an Independent Expert will determine the Relevant FX Rate on the basis of such quotations or other information as such Independent Expert considers appropriate; any such determination will be conclusive.

"Relevant Market" means:

(i) in the case of the Ordinary Share, the New York Stock Exchange, or if at the relevant time the Ordinary Share is no longer traded on the New York Stock Exchange, such other stock exchange or securities market on which the Ordinary Share is mainly traded at the relevant time; and
(ii) in the case of any other securities, rights or other assets, such stock exchange or securities market on which such other securities, rights or other assets are mainly traded at the relevant time.

"Scheduled Calculation Period" means, in respect of any Conversion Date, the period of 25 consecutive Scheduled Trading Days from and including the second Scheduled Trading Day immediately following such Conversion Date.

"Scheduled Trading Day" means each day (other than a Saturday or a Sunday) on which the Relevant Market for the Ordinary Shares is scheduled to be open for business as set out in the trading calendar first published by such Relevant Market in respect of the relevant calendar year, regardless of whether (i) the Relevant Market is actually open for business on such day or (ii) such day is a Trading Day for the Ordinary Share.

"Share Price" on any Trading Day means:

(i) the volume-weighted average price (where the Relevant Market is the New York Stock Exchange, the Nasdaq Global Select or the Nasdaq Global Market (or any of their respective successors), in composite transactions) of the Ordinary Share on the Relevant Market on the relevant Trading Day as appearing on Bloomberg screen page HP in respect of the Ordinary Share (setting "Weighted Average Line") on the Bloomberg information system (or any successor screen page or setting) (such Bloomberg page being, as at the date of issue of the Bonds, QGEN US Equity HP); or
(ii) if no volume-weighted average price of the Ordinary Share is available from the Bloomberg information system as described in clause (i) above, the volume-weighted average price (where the Relevant Market is the New York Stock Exchange, the Nasdaq Global Select or the Nasdaq Global Market (or any of their respective successors), in composite transactions) of the Ordinary Share during the primary trading session on the Relevant Market on the relevant Trading Day as derived from such Relevant Market (or other appropriate source as determined by an Independent Expert); or
(iii) if no volume-weighted average price of the Ordinary Share can be so determined, the official closing price of the Ordinary Share on the relevant Trading Day as reported for the primary trading session on the Relevant Market; or
(iv) if no such official closing price of the Ordinary Share can be so determined, the last reported official quotation of the Ordinary Share on the Relevant Market during the primary trading session on the relevant Trading Day; or
(v) if the Share Price cannot be determined in accordance with clauses (i) to (iv) above, the Share Price as determined by an Independent Expert on the basis of such quotations or other information as such Independent Expert considers appropriate; any such determination will be conclusive. Any reference in these Terms and Conditions to the Share Price will include, if the reporting of the Share Price is discontinued, a reference to a quotation which replaces the Share Price (x) by operation of law or (y) on the basis of generally accepted market practice,

in each case translated (if necessary) into US dollars at the Relevant FX Rate on such Trading Day as determined by the Calculation Agent.

"Shareholders" means the holders of the Issuer's Ordinary Shares.

"Subsidiary" means (a) with respect to any Person, any corporation, association, partnership or other business entity of which more than 50 per cent. of the total voting power of shares of capital stock or other interests (including partnership interests) are entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, general partners or trustees thereof and is at the time owned or controlled, directly or indirectly, by (i) such Person; (ii) such Person and one or more Subsidiaries of such Person; or (iii) one or more Subsidiaries of such Person or (b) a subsidiary within the meaning of Article 2:24a of the Dutch Civil Code.

"Trading Day" means,

(i) (other than for purposes of the determination of any Security Price pursuant to clause (ii) below), each day on which the Relevant Market for the Ordinary Shares is open for business and the Share Price can be determined in accordance with clauses (i) to (iv) of the definition of such term, or (if at the relevant time of determination there is no Relevant Market for the Ordinary Shares) a Business Day; or
(ii) for purposes of the determination of any Security Price, each day on which the Relevant Market for any other securities, rights or other assets is open for business and Security Prices can be determined in accordance with clauses (i) to (iii) of the definition of such term.

"United States" means the United States of America (including the States thereof and the District of Columbia) and its possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and Northern Mariana Islands).

"WpÜG" means the German Securities Acquisition and Take-Over Act (Wertpapiererwerbs- und Übernahmegesetz), as amended.

(b) Definitions relating to conversion.

"CoCo Conversion Period" means, in respect of each Bond, any of the following periods:

(i) if the Bonds are called by the Issuer for redemption in accordance with § 5(b) or § 5(c), the period from and including the date on which the call notice pursuant to § 5(b) or § 5(c) is published to and including the 45th Business Day prior to the Redemption Date;
(ii) if any Event of Default in accordance with § 12(a) occurs, the period from and including the date on which the Event of Default occurs to but excluding the earlier of (x) the date the Bondholder has declared the termination of the relevant Bond in accordance with § 12(c) and (y) the date on which such Event of Default shall have been cured or waived;
(iii) if an Acquisition of Control occurs, the period from and including the date on which the Issuer gives notice in accordance with § 11(a)(i) of an Acquisition of Control to 4:00 p.m. (Frankfurt time) on the Control Record Date at the latest;
(iv) if a Take-over Bid is published, the period from and including the date of the notice of the Takeover Bid in accordance with § 11(b)(i) to 4:00 p.m. (Frankfurt time) on the last day of the Conditional Conversion Notice Period at the latest;
(v) if the Issuer announces a distribution, allotment or grant to its Shareholders of any securities, rights or other assets (including cash amounts), and if the Fair Market Value on the CoCo Reference Date of such securities, rights or other assets distributed, allotted or granted per Share, as determined by the Calculation Agent, is greater than 25 per cent. of the arithmetic average of the Share Prices on each Trading Day during the period of 20 consecutive Trading Days ending

on and including the last Trading Day prior to the CoCo Reference Date (or the Adjusted FMV Date, if applicable), the period:

(A) from and including the Business Day immediately following the later of the following days:
- (I) the CoCo Reference Date; and
- (II) the date on which the Fair Market Value can be determined,
(B) to and including the last Business Day before the later of the following days:
- (I) the Ex-Date of such distribution, allotment or grant; and
- (II) the 10th Business Day following the date determined to be applicable pursuant to clause (A);
(vi) if at any time the Share Price on each of not less than 20 consecutive Trading Days during an observation period of 30 consecutive Trading Days ending on (and including) the Trading Day immediately preceding the final Trading Day of the immediately preceding Quarter exceeds 150 per cent. of the applicable Conversion Price on each such Trading Day (as verified by the Calculation Agent no later than on the second Business Day following the relevant Conversion Date), the period from and including the first Business Day of the immediately following Quarter to and including the last Business Day of such Quarter;
(vii) if a Delisting Event occurs, the Delisting Event Period; or
(viii) if a Parity Event or an IA Parity Event has (or is deemed to have) occurred, the period of 10 Business Days commencing on and including the first Business Day following the relevant Notification Date.

Neither the Issuer nor the Calculation Agent shall be under any duty to monitor the occurrence of a CoCo Conversion Period. In addition, neither the Issuer nor the Calculation Agent shall be under any duty to notify (other than where specifically provided otherwise in § 8(e) below) Bondholders of the occurrence of a CoCo Conversion Period.

Whether a Parity Event or an IA Parity Event has (or is deemed to have) occurred will be determined in accordance with § 8(e).

"CoCo Reference Date" means the date on which the Issuer for the first time publicly announces the terms of the distribution, allotment or grant to its Shareholders of any securities, rights or other assets.

"Conversion Date" has the meaning set out in § 8(b)(iv).

"Conversion Notice" has the meaning set out in § 8(b)(i).

"Conversion Period" means:

(i) any CoCo Conversion Period commencing during the period from and including 21 October 2024 to but excluding 10 March 2031; and
(ii) the period from and including the last day of the CoCo Conversion Period to and including the earlier of the following times and days:
- (x) 4:00 p.m. (Frankfurt time) on the 45th Business Day prior to the Maturity Date; or
- (y) if the Bonds are redeemed by the Issuer in accordance with § 5(b) or § 5(c), 4:00 p.m. (Frankfurt time) on the 45th Business Day prior to the Redemption Date.

"Conversion Price" means initially US\$ 64.0129, which is subject to adjustment from time to time in accordance with these Terms and Conditions.

"Conversion Ratio" per Bond on any day is equal to the Principal Amount divided by the Conversion Price in effect on such day.

"Conversion Right" has the meaning set out in § 8(a)(i).

"IA Parity Event" has the meaning set out in § 8(e).

"Investor Notice Date" has the meaning set out in § 8(e).

"Notification Date" has the meaning set out in § 8(e).

"Parity Event" has the meaning set out in § 8(e).

"Person" means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency, instrumentality or political subdivision thereof, or any other entity.

"Quarter" means the three calendar months ended 31 March, 30 June, 30 September and 31 December in each year, commencing with the three months ending 31 December 2024.

"Scheduled Settlement Date" means:

(x) where the relevant Conversion Date is pursuant to clause (C) of the definition of that term, the fifth Business Day following the occurrence of the Acceptance Event;
(y) otherwise, the 15th Business Day following the end of the relevant Scheduled Calculation Period.

"Settlement Date" means, in respect of any exercise of Conversion Rights, the date on which the Issuer delivers the relevant Settlement Shares in accordance with these Terms and Conditions (or, where no such Settlement Shares are to be delivered in respect of such exercise of Conversion Rights, (i) the Business Day immediately following the last day of the relevant Scheduled Calculation Period or (ii) where the relevant Conversion Date is pursuant to clause (C) of the definition of that term, the Business Day immediately following such Conversion Date).

"Settlement Shares" has the meaning set out in § 9(a).

"Adjusted FMV Date" has the meaning set out in § 10(m).

"Adjustment Date" has the meaning set out in § 10(j).

"Ex-Date" has the meaning set out in § 10(m).

"Fair Market Value" has the meaning set out in § 10(m).

"FMV Date" has the meaning set out in § 10(m).

"Number of Trading Days" has the meaning set out in the definition of "Calculation Period".

"Record Date" has the meaning set out in § 10(m).

"Security Price" has the meaning set out in § 10(m).

(d) Definitions relating to Acquisition of Control, Take-over Bid.

"Acceptance Event" has the meaning set out in § 11(e).

"Acquisition of Control" has the meaning set out in § 11(e).

"Conditional Conversion Notice Period" has the meaning set out in § 11(e).

"Conditional Conversion Notice" has the meaning set out in § 11(b)(ii)(A).

"Control Record Date" has the meaning set out in § 11(e).

"Control" has the meaning set out in § 11(e).

"Take-over Bid" has the meaning set out in § 11(e).

§ 2 Form and Denomination

(a) The issue by the Issuer of convertible bonds in the aggregate principal amount of

US\$ 500,000,000

(in words: US dollars five hundred million)

is divided into bonds in bearer form with a principal amount of US\$ 200,000 (the "Principal Amount") each, which rank pari passu among themselves (the "Bonds" and each a "Bond").

(b) The Bonds are represented by a global bond (the "Global Bond") without interest coupons. The Global Bond will be signed manually by two authorized signatories of the Issuer and will be authenticated by or on behalf of the Principal Paying Agent.

Definitive bond certificates and interest coupons will not be issued. The Bondholders will have no right to request physical delivery of the Global Bond or to require the issue of definitive bond certificates or interest coupons.

The Global Bond will be deposited with Clearstream Frankfurt, will be held by Clearstream Frankfurt and may not be transferred by Clearstream Frankfurt until the Issuer has satisfied and discharged all its obligations under the Bonds. The Issuer grants Clearstream Frankfurt a permanent, irrevocable and absolute possession right in the Global Bond. Copies of the Global Bond are available for each Bondholder at the Principal Paying Agent, where no such copy is itself an enforceable bearer instrument.

(c) The Bondholders will receive proportional co-ownership interests or rights in the Global Bond, which are transferable in accordance with applicable law and the rules and regulations of the ClearingSystem.

§ 3 Status of the Bonds; Negative Pledge

(a) Status of the Bonds.

The Bonds constitute unsubordinated and unsecured obligations of the Issuer ranking pari passu among themselves and, in the event of the dissolution, liquidation or insolvency of the Issuer or any proceeding to avoid insolvency of the Issuer, pari passu with all other present and future unsubordinated and unsecured obligations of the Issuer, save for such obligations which may be preferred by applicable law.

(b) Negative Pledge of the Issuer.

Interest") upon, or with respect to, any present or future assets or revenues of the Issuer or any Material Subsidiary, for the purpose of securing any (i) Capital Markets Indebtedness or (ii) guarantee of any Capital Markets Indebtedness, unless in such case the Issuer or any Material Subsidiary, as the case may be, shall simultaneously with, or prior to, the creation of such Security Interest, take any and all action necessary to procure that all amounts payable by it in respect of the Bonds are secured equally and ratably with the Capital Markets Indebtedness or the guarantee for any Capital Markets Indebtedness secured by such Security Interest or benefit from an equivalent other Security Interest which will be approved by an Independent Expert as being equivalent security. The undertaking pursuant to sentence 1 of this § 3(b) will not apply to a Security Interest which (i) is mandatory according to applicable laws or (ii) is required as a prerequisite for governmental approvals.

Any Security Interest which is to be provided in accordance with this § 3(b) may also be provided to a person acting as trustee for the Bondholders.

§ 4 Interest

(a) The Bonds will bear interest on their Principal Amount at a rate of 2.50 per cent. per annum from and including 10 September 2024 (the "Interest Commencement Date"). Interest for each Interest Period is payable semi-annually in arrear on each Interest Payment Date.
(b) Each Bond will cease to bear interest as follows:
- (i) If a Bondholder exercises the Conversion Right in respect of any Bond, interest will cease to accrue on the Bond so converted from the end of the day immediately preceding the Interest Payment Date immediately preceding the relevant Conversion Date, provided that the Bond so converted will not pay any interest if the relevant Conversion Date falls before the first Interest Payment Date.
- (ii) If a Bond is redeemed, interest will cease to accrue on the Bond from the end of the day immediately preceding the date on which the Bond becomes due for redemption.
(c) If the Issuer fails to redeem the Bonds when due, interest will continue to accrue on the Principal Amount beyond the end of the day immediately preceding the due date for redemption until the end of the day immediately preceding the actual date of redemption of the Bonds. In this case the applicable rate of interest will be determined in accordance with this § 4. The assertion of further damages incurred by the Bondholder as a result of the default remains unaffected.
(d) Interest in respect of any period of time will be calculated on the basis of the Day Count Fraction.
(e) In these Terms and Conditions:

"Day Count Fraction" means, in respect of the calculation of an amount of interest on the Bonds for any period of time (the "Interest Calculation Period"), the number of days in the Interest Calculation Period divided by 360, calculated in accordance with the following formula:

$$DCF = \frac{\left{ \$60 \times (Y_2 - Y_1) \right} + \left{ \$0 \times (M_2 - M_1) \right} + (D_2 - D_1)}{\$60}$$

Where:

"DCF" means Day Count Fraction;

"Y1" is the year, expressed as a number, in which the first day of the Interest Calculation Period falls;

"Y2" is the year, expressed as a number, in which the day immediately following the last day included in the Interest Calculation Period falls;

"M1" is the calendar month, expressed as a number, in which the first day of the Interest Calculation Period falls;

"M2" is the calendar month, expressed as a number, in which the day immediately following the last day included in the Interest Calculation Period falls;

"D1" is the first calendar day, expressed as a number, of the Interest Calculation Period, unless such number would be 31, in which case D¹ will be 30; and

"D2" is the calendar day, expressed as a number, immediately following the last day included in the Interest Calculation Period, unless such number would be 31 and D¹ is greater than 29, in which case D² will be 30.

"Interest Payment Date" means 10 March and 10 September in each year, commencing on 10 March 2025.

"Interest Period" means the period from and including the Interest Commencement Date to but excluding the first Interest Payment Date and thereafter each period from and including an Interest Payment Date to but excluding the next following Interest Payment Date.

§ 5 Maturity, Redemption and Purchase

(a) To the extent the Bonds have not previously been redeemed, converted, or repurchased and cancelled they will be redeemed at their Principal Amount on the Maturity Date.
(b) The Issuer may, on giving not less than 55 and no more than 70 Business Days' prior notice to the Bondholders in accordance with § 14, redeem all, but not some only, of the outstanding Bonds with effect on the Redemption Date (which shall be no earlier than 1 October 2029 and no later than on the last day of the Conversion Period in accordance with clause (ii)(x) of the definition of the term "Conversion Period"). However, such notice may only be given if the Share Price on not less than 20 Trading Days during an observation period of 30 consecutive Trading Days is equal to or exceeds 150 per cent. of the Conversion Price in effect on each such Trading Day. In the case such notice is given, the Issuer will redeem the Bonds at their Principal Amount plus any accrued interest on the Redemption Date.

The Issuer must publish the notice of early redemption no later than on the fifth Business Day after the last day of the relevant 30 consecutive Trading Days' observation period.

The notice of early redemption is irrevocable and must specify (i) the Redemption Date, (ii) the last day on which Conversion Rights may be exercised by Bondholders in accordance with § 8(a) in connection with clause (ii)(y) of the definition of the term "Conversion Period" and (iii) the facts which establish the right of the Issuer to redeem the Bonds.

(c) The Issuer may, on giving not less than 55 and no more than 70 Business Days' prior notice to the Bondholders in accordance with § 14, redeem all, but not some only, of the outstanding Bonds with effect on the Redemption Date (which shall fall no later than on the last day of the Conversion Period in accordance with clause (ii)(x) of the definition of the term "Conversion Period") if at any time the aggregate principal amount of the Bonds outstanding and held by persons other than the Issuer and its Subsidiaries has fallen to 20 per cent. or less of the aggregate principal amount of the Bonds originally issued (including any Bonds additionally issued in accordance with § 15). In the event such notice is given, the Issuer will redeem the Bonds at their Principal Amount plus any accrued interest on the Redemption Date.

The notice of early redemption is irrevocable and must specify (i) the Redemption Date, (ii) the last day on which Conversion Rights may be exercised by Bondholders in accordance with § 8(a) in

connection with clause (ii)(y) of the definition of the term "Conversion Period" and (iii) the facts which establish the right of the Issuer to redeem the Bonds.

(d) Any Bondholder may, at its option, by submitting a redemption notice in accordance with this § 5(d) demand from the Issuer redemption of any or all of its Bonds for which the Conversion Right was not exercised, and which were not declared due for early redemption by the Issuer in accordance with § 5(b) or § 5(c), at their Principal Amount plus any accrued interest on the Put Effective Date.

"Put Effective Date" means 10 September 2029.

Any redemption notice will be made by means of a notice in text form to be delivered by the Bondholder through the Custodian to the Principal Paying Agent. Redemption notices will be irrevocable. The Principal Paying Agent must be in receipt of the redemption notice by no less than 30 calendar days prior to the Put Effective Date.

The exercise of the put right in accordance with this § 5(d) further requires that the Bonds to be redeemed will be delivered to the Principal Paying Agent by transferring the Bonds to the Clearstream Frankfurt account of the Principal Paying Agent (book-entry transfer).

(e) Delisting Event.
- (i) If a Delisting Event occurs, the Issuer will, as soon as practicable after becoming aware thereof, give notice in accordance with § 14 of the Delisting Event (a "Delisting Event Notice"). The Delisting Event Notice shall contain a statement informing Bondholders of their entitlement to exercise their Conversion Rights as provided in these Terms and Conditions and their entitlement to exercise their rights to require redemption of their Bonds pursuant to § 5(e)(ii).

The Delisting Event Notice must specify:

(A) all information concerning the Delisting Event;
(B) the Conversion Price immediately prior to the occurrence of the Delisting Event;
(C) the Share Price on the most recent Trading Day prior to the publication of the Delisting Event Notice;
(D) the Delisting Event Period; and
(E) the Delisting Put Effective Date.
(ii) If a Delisting Event occurs, any Bondholder may, at its option, by submitting a redemption notice in accordance with this § 5(e)(ii) demand from the Issuer redemption of any or all of its Bonds for which the Conversion Right was not exercised and which were not declared due for early redemption by the Issuer in accordance with § 5(b) or § 5(c), at their Principal Amount plus any accrued interest on the Delisting Put Effective Date.

The exercise of the put right in accordance with this § 5(e) further requires that the Bonds to be redeemed will be delivered to the Principal Paying Agent by transferring the Bonds to the Clearstream Frankfurt account of the Principal Paying Agent (book-entry transfer).

(iii) Definitions

A "Delisting Event" shall occur if:

(A) the Ordinary Shares at any time are not admitted to listing and trading on a Relevant Market which is the New York Stock Exchange, the Nasdaq Global Select Market or the Nasdaq Global Market (or any of their respective successors) or an internationally recognized, regularly operating and regulated stock exchange; or
(B) if any announcement is made by the Issuer or by the Relevant Market for the Ordinary Shares that the Ordinary Shares will cease to be admitted to trading and listing on such Relevant Market, unless in any such case the Ordinary Shares are already, or such announcement confirms that the Ordinary Shares are to be immediately upon such cessation, admitted to trading and/or listing on an internationally recognized, regularly operating and regulated stock exchange which is expected to be Relevant Market for the Ordinary Shares upon such cessation.

"Delisting Event Period" means the period from and including the date on which the Delisting Event occurred to and including the 60th calendar day following the date on which the Delisting Event occurred (or the following Business Day if such day is not a Business Day).

"Delisting Put Effective Date" means the 10th Business Day after the expiry of the Delisting Event Period.

(f) The Issuer and any of its affiliates may at any time purchase Bonds in the open market or otherwise.

Any Bonds purchased by the Issuer or any of its affiliates may be cancelled or held and resold.

§ 6 Payments

(a) All payments on the Bonds will be made to the Principal Paying Agent for transfer to the Clearing System or to its order for credit to the accounts of the relevant account holders of the Clearing System outside the United States. Payments on the Bonds made to the Clearing System or to its order will discharge the liability of the Issuer under the Bonds to the extent of the sums so paid.
(b) All payments of amounts due in respect of the Bonds shall be made in US dollars and will be subject to (i) applicable fiscal and other laws and regulations, and (ii) any withholding or deduction required pursuant to an agreement described in Section 1471(b) of the US Internal Revenue Code of 1986 (the "Code") or otherwise imposed pursuant to Sections 1471 through 1474 of the Code, any regulations or agreements thereunder, any official interpretations thereof, or any law implementing an intergovernmental approach thereto.
(c) If the due date for payment of any amount in respect of the Bonds is not a Business Day, then the Bondholder will not be entitled to payment until the next day which is a Business Day. In such case the Bondholders will not be entitled to any further interest or to any other compensation on account of such delay.

§ 7 Taxes

All payments in respect of the Bonds will be made without withholding or deduction of taxes or other duties, unless such withholding or deduction is required by law.

The Issuer will not be obliged to pay any additional amounts of principal and/or interest as a result of such withholding or deduction.

§ 8 Conversion

(a) Conversion Right.
- (i) The Issuer grants to each Bondholder the right (the "Conversion Right") to convert each Bond in whole, but not in part, at the Conversion Price in accordance with this § 8 on any Business Day during each Conversion Period.
- (ii) The Conversion Right in accordance with § 8(a), or in accordance with § 8(a) in conjunction § 11(a)(ii), if applicable, may not be exercised by a Bondholder if such Bondholder has terminated its Bonds in accordance with § 5(d), § 5(e), § 11(a)(iii) or § 12 or has submitted a Conditional Conversion Notice in accordance with § 11(b)(ii)(A).
(b) Exercise of Conversion Right.
- (i) To exercise the Conversion Right, the Bondholder must deliver at its own expense during the Conversion Period to the Principal Conversion Agent via its Custodian and the Clearing System a duly completed and executed exercise notice (the "Conversion Notice") (which may be by fax/email) using the then valid form (from time to time current) obtainable from the Principal Conversion Agent which must be received by the Principal Conversion Agent by 4:00 p.m. (Frankfurt time) on a Business Day. Any Conversion Notice received by the Principal Conversion Agent after 4:00 p.m. (Frankfurt time) on any Business Day, or on any day which is not a Business Day, shall be deemed to have been received by the Principal Conversion Agent on the immediately following Business Day; provided that if such following Business Day falls after the end of the Conversion Period, the relevant exercise of the Conversion Right shall be null and void. The Conversion Notice is irrevocable and will, among other things:
  - (A) state the name, date of birth and address (natural persons) or name, domicile and address (legal persons) as well asthe fax number and email address of the exercising Bondholder;
  - (B) specify the aggregate principal amount of Bonds with respect to which the Conversion Right will be exercised;
  - (C) designate the securities account of the Bondholder or its nominee at a participant in, or account holder of, the Clearing System to which the Settlement Shares are to be delivered;
  - (D) give directions to the Principal Conversion Agent for the payment of any cash amount which the Bondholder is entitled to receive in accordance with these Terms and Conditions and which are to be paid by way of transfer to a US dollar denominated cash account; and
  - (E) if such Conversion Notice is a Conditional Conversion Notice, designate the securities account of the Bondholder or its nominee at a participant in, or account holder of, the Clearing System to which the Bonds delivered for conversion are to be redelivered if no Acceptance Event occurs, or if the requirements specified in § 8(b)(i) and (ii) for the valid exercise of the Conversion Right are not fulfilled and any Bonds are required to be redelivered in accordance with the ultimate paragraph of § 8(b)(iii).
- (ii) The exercise of the Conversion Right further requires that the Bonds to be converted will be delivered to the Principal Conversion Agent by transferring the Bonds to the account of the Principal Conversion Agent (book-entry transfer or assignment). The transfer of any such Bond as aforesaid is irrevocable. Any Bond transferred to the Principal Conversion Agent after 4:00 p.m. (Frankfurt time) on any Business Day, or on any day which is not a Business Day, shall be

deemed to have been so transferred to the Principal Conversion Agent on the immediately following Business Day; provided that if such following Business Day falls after the end of the Conversion Period, the relevant exercise of the Conversion Right shall be null and void.

(iii) Upon fulfilment of all requirements specified in § 8(b)(i) and (ii) for the exercise of the Conversion Right, the Principal Conversion Agent will verify whether the aggregate principal amount of Bonds delivered to the Principal Conversion Agent exceeds or falls short of the aggregate principal amount of Bonds specified in the Conversion Notice. The Principal Conversion Agent will determine the Aggregate Conversion Principal Amount. If the aggregate principal amount of Bonds specified in the Conversion Notice exceeds or falls short of the aggregate principal amount of Bonds in fact delivered, the Principal Conversion Agent will determine the Aggregate Conversion Principal Amount on the basis of the lower of the following amounts:
- (A) the aggregate principal amount of Bonds set forth in the Conversion Notice; or
- (B) the aggregate principal amount of Bonds in fact delivered for conversion.

Any Bonds delivered in excess of the number of Bonds specified in the Conversion Notice will be redelivered to the Bondholder at its cost. The Principal Conversion Agent will act in accordance with the regulations of the Clearing System.

(iv) The Conversion Right will be validly exercised on the relevant Conversion Date. The term "Conversion Date" has the following meaning:
- (A) Subject to clauses (B), (C), (D) and (E) below, "Conversion Date" means the first Business Day on which all requirements for the valid exercise of the Conversion Right specified in § 8(b)(i) and (ii) have been fulfilled.
- (B) If an Acquisition of Control occurs and a Bondholder validly exercises the Conversion Right in respect of any Bond in accordance with § 11(a)(ii) during the relevant Acquisition of Control Conversion Period, "Conversion Date" means the first Business Day on which all requirements for the valid exercise of the Conversion Right specified in § 8(b)(i) and (ii) have been fulfilled.
- (C) If (I) a Bondholder has, during the Conditional Conversion Notice Period, (x) given a valid Conditional Conversion Notice in accordance with § 11(b)(ii)(A) and (y) delivered to the Principal Conversion Agent the Bonds to be converted in accordance with § 11(b)(ii)(B), and (II) the Conditional Conversion Notice has become unconditional in accordance with § 11(b)(iii)(A), "Conversion Date" means the first Business Day following the date on which the Acceptance Event has occurred.
- (D) Any valid Conversion Notice received by the Principal Conversion Agent within the last 30 days of the Conversion Period in accordance with clause (ii)(x) of the definition of the term "Conversion Period" will be treated as if it were received on the last day of the Conversion Period. In such case "Conversion Date" means the last day of the Conversion Period, provided that the relevant Bondholder has fulfilled all requirements for the valid exercise of the Conversion Right specified in § 8(b)(i) and (ii) before the end of the Conversion Period.
- (E) Any valid Conversion Notice received by the Principal Conversion Agent during the period from and including the date on which the Issuer has published the redemption notice in accordance with § 5(b) or § 5(c) to and including the last day of the Conversion Period in accordance with clause (ii)(y) of the definition of the term "ConversionPeriod"

will be treated as if it were received on the last day of the Conversion Period. In such case "Conversion Date" means the last day of the Conversion Period, provided that the relevant Bondholder has fulfilled all requirements for the valid exercise of the Conversion Right specified in § 8(b)(i) and (ii) before the end of the Conversion Period.

(c) Net Share Settlement.

(i) The Issuer, upon any valid exercise of the Conversion Rights in respect of any Bond, will, in respect of each such Bond,
- (A) (if the Net Shares are not equal to zero) convert a portion of such Principal Amount as is equal to the number of Net Shares multiplied with the Conversion Price in effect on the relevant Conversion Date into such number of Settlement Shares as is equal to the number of Net Shares, and issue and/or deliver the number of Settlement Shares in accordance with § 8(d)(i) as soon as practicable after the end of the Scheduled Calculation Period and no later than on the relevant Scheduled Settlement Date (subject to § 9(c)); and
- (B) pay to the relevant Bondholder the Cash Conversion Amount by transfer to the cash account specified in the relevant Conversion Notice as soon as practicable after the end of the Scheduled Calculation Period and no later than the relevant Scheduled Settlement Date.
(ii) On the first Business Day following the end of each Scheduled Calculation Period (or, if the Cash Conversion Amount is not capable of being determined in accordance with this § 8(c)(ii) on such Business Day, as soon as practicable thereafter) the Calculation Agent will determine the Cash Conversion Amount in accordance with this § 8(c)(ii).

"Cash Conversion Amount" means, in respect of any exercise of Conversion Rights, the sum (rounded to the nearest US\$ 0.01, with US\$ 0.005 being rounded upwards) of the Daily Cash Conversion Amounts as determined by the Calculation Agent in respect of each Trading Day in the relevant Calculation Period.

"Daily Cash Conversion Amount" means, in respect of a Trading Day comprised in the relevant Calculation Period, the lower of the following amounts:

(A) an amount equal to the Principal Amount divided by the Number of Trading Days in respect of such Calculation Period; and
(B) the Daily Conversion Value in respect of such Trading

Day, all as determined by the Calculation Agent.

"Daily Conversion Value" or "DCV" means, in respect of any Trading Day comprised in the relevant Calculation Period, the amount determined by the Calculation Agent in accordance with the following formula:

$$DCV = \frac{CR \times VWAP}{NTD}$$

Where:

"CR" means the Conversion Ratio in effect on the relevant Conversion Date (subject to adjustment to but excluding the relevant Settlement Date in accordance with § 10).

"NTD" means the Number of Trading Days in respect of the relevant Calculation Period.

"VWAP" means the Share Price on such Trading Day, provided that:

(A) if on any Trading Day during the relevant Calculation Period the Ordinary Share is quoted "ex dividend" or "ex subscription right" or "ex" any other distribution, allotment or grant of securities, rights or other assets the Record Date of which falls on or after the Settlement Date, the Share Price on such Trading Day shall be increased by the Fair Market Value of such distribution or other entitlement per Ordinary Share on the first Trading Day on which the Ordinary Share is traded "ex dividend" or "ex subscription right" or "ex" any other distribution, allotment or grant of securities, rights or other assets, as determined by the Calculation Agent;
(B) if on any Trading Day during the relevant Calculation Period the Ordinary Share is quoted "cum dividend" or "cum subscription right" or "cum" any other distribution, allotment or grant of securities, rights or other assets (the Record Date of which falls prior to the relevant Settlement Date) in respect of which an adjustment to the Conversion Price is required to be made in accordance with § 10 and the Adjustment Date (as defined in § 10(j)) in respect thereof falls prior to the relevant Settlement Date, the Share Price on such Trading Day shall be multiplied by the adjustment factor subsequently determined to apply to the Conversion Price in accordance with § 10 in respect thereof, as determined by the Calculation Agent; and
(C) if the VWAP is not capable of being determined as aforesaid on or prior to the third Business Day prior to the relevant Scheduled Settlement Date in respect of the relevant exercise of the Conversion Right, the VWAP shall instead be determined by an Independent Expert on or prior to the third Business Day prior to such Scheduled Settlement Date.
(iii) On the first Business Day following the end of each Scheduled Calculation Period (or, if the Cash Conversion Amount is not capable of being determined in accordance with this § 8(c)(iii) on such Business Day, as soon as practicable thereafter) the Calculation Agent will determine the Net Shares (if any) in accordance with this § 8(c)(iii).

"Net Shares" means the sum (rounded to the nearest whole multiple of 0.00001, with 0.000005 rounded upwards) of the Daily Net Shares determined by the Calculation Agent in respect of each Trading Day in the Calculation Period.

"Daily Net Shares" means,

(A) in respect of any Trading Day in respect of which the Daily Conversion Value is equal to or lower than the Principal Amount divided by the Number of Trading Days in respect of the relevant Calculation Period, zero; and
(B) in respect of any Trading Day in respect of which the Daily Conversion Value exceeds the Principal Amount divided by the Number of Trading Days in respect of the relevant Calculation Period, the number of Settlement Shares determined by the Calculation Agent in accordance with the following formula:

$$\frac{\mathcal{A}}{\nu_{WAP}}$$

Where:

"A" means the (x) the Daily Conversion Value on such Trading Day minus (y) the result of the division of the Principal Amount by the Number of Trading Days in respect of the relevant Calculation Period.

"VWAP" shall have the meaning given to this term in the definition of "Daily Conversion Value" or "DCV".

(iv) If the Issuer gives notice in accordance with § 11(b)(i) of a Take-over Bid and the Conversion Right is exercised in accordance with § 11(b), notwithstanding anything to the contrary in these Terms and Conditions, the provisions in § 11(b)-(e) shall apply.
(d) Delivery of Settlement Shares.
- (i) If the Net Shares in respect of any exercise of the Conversion Right are not equal to zero, the Issuer will, upon any such exercise, issue and/or deliver such number of Settlement Shares as is equal to the aggregate number of Net Shares in respect of the Aggregate Conversion Principal Amount so converted, rounded down to the nearest full Settlement Share. Any remaining fraction of a Settlement Share will not be delivered and will not be compensated in cash. Subject to § 9(c), the Settlement Shares to be delivered will be transferred to the securities account of the Bondholder specified in the Conversion Notice as soon as practicable after the end of the Scheduled Calculation Period and no later than on the relevant Scheduled Settlement Date. Until transfer of the Settlement Shares has been made no claims arising from the Settlement Shares will exist. In relation to delivery of the Settlement Shares § 9 will apply.
- (ii) The Issuer will only be required to deliver the Settlement Shares and to pay the Cash Conversion Amount in accordance with § 8(c)(i)(A) if the Bondholder has paid all taxes or other duties and costs, if any, which may arise in connection with the exercise of the Conversion Right or the delivery of the Settlement Shares or the payment in accordance with § 8(c)(i)(A).
(e) Determination of the occurrence of a Parity Event or IA Parity Event

Whether a Parity Event or an IA Parity Event has (or is deemed to have) occurred will be determined as follows:

(i) Investor Notice

If a Bondholder (the "Notifying Bondholder") has delivered to the Principal Paying Agent a valid Investor Notice, the Issuer will be required to instruct the Calculation Agent no later than the second Trading Day following the Investor Notice Date (as defined below) to verify whether a Parity Event or an IA Parity Event, as the case may be, has occurred.

In order to be validly given the Investor Notice must be:

(A) received by the Principal Paying Agent no later than at 4:00 p.m. (Frankfurt time) on the fifth Business Day after the last Trading Day of the relevant Investor Reference Period;
(B) delivered by the Notifying Bondholder together with reasonable evidence that, on each Trading Day during the relevant Investor Reference Period, either:
- (I) the Quote for the Bonds on such Trading Day could not be determined pursuant to clause (i) of the definition of the term "Quote for the Bonds"; or
- (II) the Quote for the Bonds on such Trading Day as determined pursuant to clause (i) of the definition of the term "Quote for the Bonds" was less than 98 per cent. of the Closing Parity Value in respect of such Trading Day; and
(C) delivered by the Notifying Bondholder together with evidence that the Notifying Bondholder at the time of such notice is a holder of the relevant Bonds by means of a certificate of its Custodian or in any other appropriate manner.

(ii) Verification by the Calculation Agent, Issuer Notification

Upon instruction by the Issuer the Calculation Agent will verify whether a Parity Event or an IA Parity Event, as the case may be, has occurred. If in doing so the Calculation Agent determines:

(A) that the Parity Event or the IA Parity Event, as the case may be, has occurred in respect of the relevant Reference Period, the Issuer shall publish a notice to the Bondholders in accordance with § 14 specifying the relevant CoCo Conversion Period as soon as practicable following the relevant determination by the Calculation Agent and in any case no later than on the relevant Notification Date; or
(B) that no Parity Event or IA Parity Event has occurred in the relevant Reference Period, the Issuer shall notify the Notifying Bondholder thereof as soon as practicable following the relevant determination by the Calculation Agent and in any case no later than on the relevant Notification Date.

Any determination by the Calculation Agent (and, as the case may be, by an Independent Expert pursuant to this § 8(e)) will, in the absence of manifest error, be conclusive in all respects and binding upon the Issuer and all Bondholders.

When verifying whether a Parity Event or IA Parity Event has occurred, whether and at which level any Quote for the Bonds is available on any day shall be determined on such day at such time at which such Quote for the Bonds is determined by the Calculation Agent (or, as the case may be, an Independent Expert).

(iii) If, upon receipt of any valid Investor Notice, the Issuer fails to duly notify, by no later than the relevant Notification Date, (x) the Bondholders in accordance with § 8(e)(ii)(A) of the occurrence of the Parity Event or the IA Parity Event, as the case may be, or (y) the Notifying Bondholder in accordance with § 8(e)(ii)(B) that such alleged Parity Event or IA Parity Event, as the case may be, has not occurred, then a Parity Event (and the Notification Date in relation thereto) will be deemed to have occurred up to and including any Trading Day on which the Issuer makes such notification, and the Bondholders may exercise their Conversion Right during the relevant CoCo Conversion Period as set forth in clause (viii) of the definition of the term "CoCo Conversion Period".

In this § 8(e):

"Bond Price Determination Date" means the fifth Trading Day following the relevant Bond Price Unavailability Date.

A "Bond Price Unavailability Date" shall have occurred in respect of any Reference Period, as determined by the Calculation Agent, if no Quote for the Bonds is available on at least six Trading Days comprised in such Reference Period, and in any such case the Bond Price Unavailability Date shall be such sixth Trading Day.

"Close of Business" means 4:00 p.m. New York City time or (if the then prevailing Relevant Market for the Ordinary Share is not a U.S. national securities exchange) the scheduled close of trading of the primary trading session on such Relevant Market.

"Closing Parity Value" means, in respect of any Trading Day, the amount determined in good faith by the Calculation Agent and calculated as follows:

$$CPV = N \times CP$$

Where:

CPV = the Closing Parity Value;

ClP = the Closing Price on such Trading Day, provided that if on such Trading Day the Ordinary Share is quoted "ex dividend" or "ex subscription right" or "ex" any other distribution, allotment or grant of securities, rights or other assets in respect of which an adjustment to the Conversion Price is required to be made in accordance with § 10 and such Trading Day falls prior to the relevant Adjustment Date, the Share Price on such Trading Day shall be divided by the adjustment factor subsequently determined to apply to the ConversionPrice in accordance with § 10 in respect thereof, as determined by the Calculation Agent, and provided further that if such adjustment cannot be determined in accordance with these Terms and Conditions prior to the relevant Notification Date, the Closing Price shall instead be adjusted in such manner as is determined to be appropriate by an Independent Expert; and
N = the Principal Amount divided by the Conversion Price in effect on such Trading Day.

An "IA Parity Event" shall occur in respect of any Reference Period if, as determined by the Calculation Agent, (i) a Bond Price Unavailability Date has occurred in respect of such Reference Period, and (ii) the Quote for the Bonds on the Bond Price Determination Date (and if no such Quotes for the Bonds is available, the fair mid-market value as at as at or around 5:00 p.m. (Frankfurt time) on the Bond Price Determination Date per Bond (as determined by an Independent Expert)) is less than 98 per cent. of the Closing Parity Value in respect of such Bond Price Determination Date.

"Investor Notice" means a notice by a Notifying Bondholder to the Principal Paying Agent in text form specifying that in its opinion either a Parity Event or an IA Parity Event has occurred, together with reasonable supporting evidence.

"Investor Notice Date" means the date on which the Principal Paying Agent has received from a Notifying Bondholder a valid Investor Notice.

"Investor Reference Period" means the period of five consecutive Trading Days specified for this purpose by the Notifying Bondholder in the relevant Investor Notice.

"Leading Institution" means any bank or financial institution which is a leading, internationally recognized market maker in trading exchangeable and/or convertible bonds.

"Notification Date" means the second Business Day following (in the case of the occurrence of a Parity Event in respect of the relevant Reference Period) the Parity Event Occurrence Date or (in the case of the occurrence of an IA Parity Event in respect of the relevant Reference Period, or if neither a Parity Event nor an IA Parity Event has occurred in respect of the relevant Reference Period) the fifth Trading Day following the end of the relevant Reference Period.

A "Parity Event" shall occur in relation to any Reference Period if, as determined by the Calculation Agent, (i) the Quote for the Bonds is available in respect of at least five Trading Days comprised in such Reference Period, and (ii) on each Trading Day comprised in such Reference Period in respect of which the Quote for the Bonds is available, such Quote for the Bonds is less than 98 per cent. of the Closing Parity Value in respect of such Trading Day (and the fifth such Trading Day, the "Parity Event Occurrence Date" in respect of such Reference Period).

"Quote for the Bonds" on any Trading Day means:

(i) the mid Bloomberg Generic Price (or any successor thereto) per US\$ 200,000 in principal amount of Bonds as at the Close of Business on such Trading Day as displayed on or derived from Bloomberg page DE000A3L06J9 Corp HP (using the setting "Last Price" or any successor page or setting), as determined by the Calculation Agent; or

(ii) if the Quote for the Bonds cannot be determined pursuant to clause (i) above, the mid-market price per US\$ 200,000 in principal amount of Bonds as displayed on or derived from any other page on Bloomberg or any successor to Bloomberg providing substantially similar data to those that would otherwise have been determined pursuant to clause (i) above, as determined by an Independent Expert; or
(iii) if the Quote for the Bonds cannot be determined pursuant to neither clause (i) nor (ii) above, the mid-market price per US\$ 200,000 in principal amount of Bonds as derived from any other public source (if any) providing substantially similar data to those that would otherwise have been determined pursuant to clause (i) above, as determined by an Independent Expert; or
(iv) if the Quote for the Bonds cannot be determined pursuantto neither clause (i), (ii) nor (iii) above, the arithmetic average of the mid-market prices per US\$ 200,000 in principal amount of Bonds as provided by two Leading Institutions selected by an Independent Expert (if any such prices are capable of being so obtained), all as determined by an Independent Expert.

"Reference Period" means a period of 10 consecutive Trading Days commencing on the second Trading Day following the Investor Notice Date.

§ 9 Procurement of Settlement Shares, Settlement Disruption

(a) The Ordinary Shares to be issued or delivered, as the case may be, upon execution of the conversion (the "Settlement Shares") will, at the sole discretion of the Issuer
- (i) either be newly issued by the Issuer; or
- (ii) be existing Ordinary Shares, held by the Issuer as treasury shares, of the same class as the new shares to be delivered by or on behalf of the Issuer, provided that such delivery of existing Ordinary Shares can be legally effected and does not impair the rights which the relevant Bondholder would otherwise have.

The Settlement Shares will be credited as fully paid up and free of pre-emption rights accruing to the Shareholders on the relevant Settlement Date and will in all respects rank pari passu with the fully paid-up Shares in issue on the relevant Settlement Date.

(b) The Issuer will take all necessary steps to procure that the number of Settlement Shares as is equal to the number of Net Shares to be issued or delivered, as the case may be, to the relevant Bondholder(s) (rounded down to the nearest full Settlement Share, as provided for in § 8(d)(i)) on conversion are credited to the Bondholder(s) as soon as practicable after the end of the Scheduled Calculation Period and no later than on the relevant Scheduled Settlement Date. Further, the Issuer will procure that the Settlement Shares so issued or delivered are admitted to listing on the Relevant Market and admitted to trading on the Relevant Market on delivery to the relevant Bondholder(s).

The Issuer will procure delivery of the Settlement Shares through the Principal Conversion Agent.

(c) If a Settlement Disruption Event occurs and the delivery of any Settlement Shares cannot be effected on or before the relevant Scheduled Settlement Date, then the Issuer is required to deliver the relevant Settlement Shares on the first succeeding Business Day on which delivery of the Settlement Shares can take place through the Clearing System or in any other commercially reasonable manner.

"Settlement Disruption Event" means an event beyond the control of the Issuer as a result of which the Clearing System cannot settle book-entry transfers of such Settlement Shares.

(d) Under no circumstances will the Issuer be required to pay to a converting Bondholder the value of the Net Shares (or the value of the Acceptance Event Net Shares, as the case may be) in cash or other assets upon a valid exercise of the Conversion Right.

§ 10 Adjustment of the Conversion Price

(a) Capital Increase from Conversion of the Capital Reserve or Retained Earnings, Share Split or Combining of Shares and Capital Decrease.
- (i) If, prior to the relevant Settlement Date, the Issuer increases its share capital by way of conversion of the capital reserve or retained earnings by issuing new Ordinary Shares (other than constituting a Scrip Dividend), the Conversion Price will be adjusted in accordance with the following formula:

$$CP_a = \ ^\cdot CP \times \frac{N_o}{N_n}$$

Where:

CP^a = the adjusted Conversion Price;
CP = the Conversion Price in effect immediately prior to the Adjustment Date (subject to § 10(h));
Nn = the number of issued Ordinary Shares after the share capital increase; and
No = the number of issued Ordinary Shares before the share capital increase.

If the share capital increase by way of conversion of the capital reserve or retained earnings is not effected by issuing new Ordinary Shares but by means of an increase of the nominal amount (nominale waarde) per Ordinary Share, the Conversion Price will not be adjusted and will remain unchanged. In this case the relevant Settlement Shares will be delivered with their increased nominal amount per Ordinary Share.

(ii) If, prior to the relevant Settlement Date, the Issuer:
- (A) increases the number of Ordinary Shares issued by reduction of the nominal amount per Ordinary Share (share split) or reduces the number of issued Ordinary Shares by increasing the nominal amount per share with no change in the share capital (reverse share split); or
- (B) reduces its share capital by combining Ordinary Shares,

the Conversion Price will be adjusted in accordance with § 10(a)(i) to the extent not otherwise provided for in § 10(a)(iii).

(iii) If, prior to the relevant Settlement Date, the Issuer decreases the share capital of the Issuer by way of a reduction of the nominal amount per Ordinary Share, the Conversion Price will not be adjusted and will remain unchanged. In this case the relevant SettlementShares will be delivered with their respective new nominal amount per Ordinary Share.

No adjustment of the Conversion Price will be made in case of a capital decrease by cancelling Ordinary Shares held in treasury.

is less than 95 per cent. of the Share Price on the date on which the terms of such issue or grant are for the first time publicly announced, the Conversion Price will be adjusted in accordance with the following formula:

$$CP_a = \ ^\circ CP \times \left[ \frac{N_o}{N_n} \times \left{ \begin{array}{c} 1 - \frac{I+D}{M} \end{array} \right} + \frac{I+D}{M} \right]$$

Where:

CP^a = the adjusted Conversion Price;
CP = the Conversion Price in effect immediately prior to the Adjustment Date (subject to § 10(h));
Nn = the sum of (i) N^o (as defined below) and (ii) the maximum number of Ordinary Shares as may be issued pursuant to such share capital increase (determined on the basis of the number of issued Ordinary Shares before the share capital increase in respect of which such direct or indirect subscription right has been granted);
No = the number of issued Ordinary Shares on the Record Date of the share capital increase;
I = the subscription price of the new Ordinary Shares (translated (if necessary) into US dollars at the Relevant FX Rate on the Ex-Date) as determined by the Calculation Agent;
D = the dividend disadvantage (not discounted) (converted (if necessary) into US dollars at the Relevant FX Rate on the Ex-Date as determined by the Calculation Agent), if any, of the new Ordinary Shares compared to the existing Ordinary Shares on the Record Date of the share capital increase, as determined by the Calculation Agent; and
M = the Average Market Price.

There will be no adjustment of the Conversion Price if CP^a would, by applying the above formula, be greater than CP.

(c) Issue of Other Securities with Subscription Rights. If, prior to the relevant Settlement Date, the Issuer grants to its Shareholders direct or indirect subscription rights in relation to
- (i) any Ordinary Shares held in treasury (other than constituting a Scrip Dividend);
- (ii) any securities with subscription, option or conversion rights or conversion obligations in relation to Ordinary Shares (but excluding the granting of subscription rights in the course of share capital increases in accordance with § 10(b)); or
- (iii) any other debt securities, participation rights or other securities of the Issuer

(the securities listed in (i) through (iii) together, the "Other Securities"), the Conversion Price will be adjusted in accordance with the following formula:

$$CP_a = \,^C P \, \times \frac{M - F}{M}$$

Where:

CP^a = the adjusted Conversion Price;
CP = the Conversion Price in effect immediately prior to the Adjustment Date (subject to § 10(h));
M = the Average Market Price; and
F = the Fair Market Value of the direct or indirect rights to subscribe for such Other Securities to which a Shareholder is entitled per Ordinary Share on the Ex-Date of such grant,

provided that an adjustment will only be made if F > 0.

(d) Distributions. If, prior to the relevant Settlement Date, the Issuer distributes, allots or grants to its Shareholders:
- (i) any assets (not falling under clauses (ii), (iii) or (iv) below) including any dividend in kind but excluding any Cash Dividend and excluding any Spin-off Shares; or
- (ii) any Cash Dividend; or
- (iii) any debt securities, warrants or conversion rights (with the exclusion of the rights mentioned above in § 10(c)); or
- (iv) any put options in the case of a repurchase of Ordinary Shares,

the Conversion Price will be adjusted in accordance with the following formula:

$$CP_a = \,^C P \,\, \times \, \frac{M - F}{M}$$

Where:

CP^a = the adjusted Conversion Price;
CP = the Conversion Price in effect immediately prior to the Adjustment Date (subject to § 10(h));
M = the Average Market Price;
F = the Fair Market Value ofsuch assets, Cash Dividend, debtsecurities, warrants, conversion rights or put options distributed, allotted or granted per Ordinary Share to which a Shareholder is entitled on the Ex-Date of such distribution, allotment or grant,

provided that an adjustment will only be made if F > 0.

Several adjustments in accordance with § 10(d) will be made and calculated independently and separately of each other, even if the relevant resolutions and/or distributions are made on the same day.

(e) Merger or Split-up. If a merger or a split-up of the Issuer as transferor entity occurs prior to the relevant Settlement Date, each Bondholder will be entitled to receive equivalent rights in the transferee entity or entities.
(f) Demerger. If a demerger of the entire business or a part thereof of the Issuer or one or more of its Subsidiaries occurs prior to the relevant Settlement Date, the Conversion Price will be adjusted in accordance with the following formula:

$$CP_a = \text{ } CP \times \frac{M - F}{M}$$

Where:

CP^a = the adjusted Conversion Price;

CP = the Conversion Price in effect immediately prior to the Adjustment Date (subject to § 10(h));
M = the Average Market Price; and
F = the Fair Market Value of the number of Spin-off Shares to which a Shareholder is entitled per Ordinary Share, on the Ex-Date of the demerger,

provided that an adjustment will only be made if F > 0.

(g) If a merger of the Issuer as the acquiring entity, or a hive down of one asset or several assets by the Issuer, or an analogous event occurs prior to the relevant Settlement Date, the Conversion Price will remain unchanged. __________________________________________________________________________________

(h) If adjustments of the Conversion Price are required under more than one of § 10(a), (b), (c), (d), (e) and/or (f), or if the calculation of an adjustment under one of these provisions is based on market values which are required to be adjusted under another of these provisions beforehand, then such adjustment will be made:
- (x) in the case of adjustments with the same Record Date, by applying, first § 10(a)(ii), second § 10(d), third § 10(a)(i), fourth § 10(b), fifth § 10(c), sixth § 10(e) and finally § 10(f), but only to the extent each such provision is applicable in accordance with its terms; and
- (y) in all other cases, by applying the relevant clauses in the sequence in which their Adjustment Dates occur.

If in any of the cases referred to in this § 10(h),the calculation of an adjustment under one of the clauses above is made subsequent to the application of any of the other clauses, and if the calculation of the second or any subsequent adjustment refers to the Average Market Price or the Share Price in a period prior to the Ex-Date for a measure requiring adjustment in accordance with the clause which is to be applied first, the Average Market Price or the Share Price for those periods, for purposes of the calculation of the subsequent adjustments, will be multiplied by the factor used for the multiplication of the preceding adjustment. To the extent that a Fair Market Value is to be calculated in consideration of the value of the Ordinary Share during such period, the Calculation Agent or an Independent Expert, as the case may be, will calculate the relevant Fair Market Value, where applicable, on the basis of the value of the Ordinary Share so adjusted.

(i) If

(x) the Issuer determines, or
(y) the Principal Paying Agent has received notices from Bondholders holding Bonds in an aggregate principal amount of atleast 10 per cent. of the aggregate principal amount of all Bonds then outstanding in which the Bondholders determine

that another adjustment for dilution should be made as a result of one or more events or circumstances not referred to above in § 10(a) to (h) (except for events or circumstances that are specifically excluded from the operation of § 10(a) to (h)), the Issuer will, at its own expense and in consultation with the Calculation Agent, request an Independent Expert to determine as soon as practicable what further adjustment (if any) is fair and reasonable to take account thereof and the Adjustment Date. The Independent Expert will determine such adjustment (if any) which will take effect in accordance with such determination on the Adjustment Date.

No adjustments will be made in relation to the issuance of shares (including Ordinary Shares), stock options or convertible participation rights and/or stock ownership programs and/or similar programs for any members of the management board (bestuur) (or, in the case of affiliates, their corporate bodies or boards) and/or employees of the Issuer and/or any of its affiliates.

No adjustments shall furthermore be made in relation to the issue of Ordinary Shares or Other Securities for which the subscription right of the Shareholders has been indirectly or directly excluded.

(j) Adjustments in accordance with this § 10 will become effective as of the beginning of the Adjustment Date.

"Adjustment Date" means:

(i) in the case of an adjustment in accordance with § 10(a), the date on which the relevant event triggering the adjustment becomes effective, as determined by the Calculation Agent;

(ii) in the case of an adjustment in accordance with § 10(b), § 10(c), § 10(d) or § 10(f), the relevant Ex-Date or, if later, the first date on which such adjustment is capable of being determined;
(iii) in the case of an adjustment in accordance with § 10(e), the date on which the merger or the split-up of the Issuer becomes effective; or
(iv) in the case of an adjustment in accordance with § 10(i), the date on which such adjustment becomes effective, as determined by the Independent Expert.

In the case of any Bond in respect of which the Conversion Right has been exercised no adjustments in accordance with this § 10 will be made if:

(i) the Adjustment Date falls on or after the relevant Settlement Date; or
(ii) the Record Date of the relevant event triggering an adjustment to the Conversion Price in accordance with § 10 falls on or after the relevant Settlement Date.
(k) Adjustments in accordance with this § 10 or § 11(c)(i) will be calculated by the Calculation Agent (unless otherwise specified), subject to § 13(c). The Conversion Price determined in accordance with this § 10 or § 11(c)(i), if not an integral multiple of US\$ 0.0001, will be rounded down to the nearest whole multiple of US\$ 0.0001, and any subsequent adjustment to the Conversion Price shall be made on the basis of such Conversion Price so rounded.
(l) Notwithstanding anything to the contrary in these Terms and Conditions, the Conversion Price applicable in respect of any exercise of Conversion Rights shall never be lower than the nominal amount per Ordinary Share prevailing on the relevant Conversion Date. If the Conversion Price in effect on such date is lower than such nominal amount per Ordinary Share, the Conversion Price applicable to such exercise shall instead be such nominal amount per Ordinary Share, and the Issuer will not be obliged to compensate the Bondholders by a cash payment or in any other way.
(m) In these Terms and Conditions, the following terms will have the following meanings:

"Average Market Price" means the arithmetic average of the daily Share Prices on the three consecutive Trading Days ending on (and including) the Trading Day immediately preceding the Ex-Date, as calculated by the Calculation Agent.

"Cash Dividend" means any cash dividend or other cash distribution paid by the Issuer per Ordinary Share prior to deduction of any withholding tax.

If the Issuer grants to its Shareholders an option to receive any Cash Dividend distributed in the form of Ordinary Shares or other securities, rights or assets in lieu of the cash amount thereof (the cash dividend subject to such option, a "Scrip Dividend"), then such Scrip Dividend shall be deemed to be a Cash Dividend in an amount determined in accordance with clause (ii) of the definition of the term "Fair Market Value".

"Ex-Date" means the first Trading Day on which the Ordinary Share is traded "ex dividend" or "ex subscription right" or "ex" any other distribution, allotment or grant of securities, rights or other assets.

"Fair Market Value" of a dividend, a subscription right or any other distribution, allotment or grant of securities (including Spin-off Shares), rights or other assets, on any FMV Date, means,

(i) if the Issuer pays to its Shareholders a Cash Dividend (other than aScrip Dividend) or distributes any other cash amount, the amount of such Cash Dividend or the amount of such other distribution in cash per Ordinary Share prior to deduction of any withholding tax on such FMV Date, as determined by the Calculation Agent;

(ii) in the case of a Scrip Dividend, the greater, as determined by the Calculation Agent, of the following amounts:
- (A) the cash amount thereof on such FMV Date; and
- (B) the value of the Ordinary Shares or other securities, rights or assets offered by the Issuer as an alternative to such cash amount. Such value will be equal to,
  - (I) in the case of Ordinary Shares,
    - (1) the fair market value of such Ordinary Shares on such FMV Date as calculated pursuant to the formula in clause (iii) below, or
    - (2) if the Scrip Determination Date falls on or after the Ex-Date of the Scrip Dividend, the product of the number of Ordinary Shares distributed per existing Ordinary Share and the arithmetic average of the daily Share Prices on the three consecutive Trading Days ending on and including the Trading Day immediately preceding the Scrip Determination Date (provided that if the Ordinary Share is quoted "cum" such Scrip Dividend on one or more of such Trading Days, the relevant daily Share Price on each such Trading Day shall be reduced by an amount equal to the fair market value of such Scrip Dividend on the Ex-Date of such Scrip Dividend), and
  - (II) in the case of other securities, rights or other assets, the fair market value of such other securities, rights or other assets, as determined pursuant to clause (iv) or, as the case may be, clause (v) below, on the later of the following days: (1) the Ex-Date of the Scrip Dividend and (2) the Scrip Determination Date, all as determined by the Calculation Agent;
(iii) in the case of Ordinary Shares (for the purposes of § 10(d)(i) or clause (ii)(B)(I)(1) above), the amount calculated by the Calculation Agent in accordance with the following formula:

$$F = \frac{M \times N}{(1 + N)}$$

Where:

F = the Fair Market Value on such FMV Date;
M = the Average Market Price; and
N = the number of Ordinary Shares distributed per existing Ordinary Share;
(iv) in the case of any other distribution, allotment or grant of other securities (including Spin-off Shares), rights or other assets which are publicly traded on a Relevant Market of adequate liquidity (as determined by the Calculation Agent), the number of such other securities, rights or other assets distributed, allotted or granted per Ordinary Share multiplied by the arithmetic average of the daily Security Prices of such security, right or other asset on the five Trading Days (or such shorter period as such securities, rights or other assets are publicly traded) beginning on such FMV Date (or, if later, the Adjusted FMV Date), as calculated by the Calculation Agent; or
(v) in the case of any other distribution, allotment or grant of other securities (including Spin-off Shares), rights or other assets which are not publicly traded on a stock exchange or securities market of adequate liquidity, the fair market value on such FMV Date of such other securities,

rights or other assets distributed, allotted or granted per Ordinary Share as determined by an Independent Expert,

in each case translated (if necessary) into USdollars atthe RelevantFX Rate on the relevantFMV Date (or the relevant Adjusted FMV Date, if applicable).

Where:

"Adjusted FMV Date" meansthe firstsuch Trading Day on which the relevantsecurities, rights or other assets are publicly traded.

"FMV Date" means any date for which the Fair Market Value of any security, right or other asset is to be determined.

"Scrip Determination Date" means, in respect of a Scrip Dividend, the later of the following days: (i) the last date on which a Shareholder can make such election as is referred to in the definition of "Scrip Dividend", and (ii) the date on which the number of Ordinary Shares or other securities, rights or assets granted per existing Ordinary Share is determined.

"Record Date" means the relevant time for the determination of the entitlement of the Shareholders to receive securities, rights, subscription rights, option or conversion rights, a dividend, a distribution or Spin-off Shares or other entitlement (or any other equivalent time in respect of the relevant circumstances as determined by the Calculation Agent (provided that the Calculation Agent determines, in its sole discretion, that it is capable, acting in such Calculation Agent capacity, of performing such determination) or an Independent Expert).

"Security Price" on any Trading Day means

(i) the volume-weighted average price of the relevant security, right or other asset on the Relevant Market on the relevant Trading Day
- (A) appearing on the Bloomberg screen page HP (setting "Weighted Average Line") for such security, right or other asset in respect of the Relevant Market and the relevant Trading Day on the Bloomberg information system (or any successor screen page or setting), or
- (B) if no such volume-weighted average price of the security, right or other asset is available as aforesaid from the Bloomberg information system, the volume-weighted average price of such security, right or other asset during the primary trading session on the Relevant Market on the relevant Trading Day as derived from the Relevant Market (or other appropriate source as determined by an Independent Expert), or
(ii) if no such volume-weighted average price of the security, right or other asset is available, the official closing price of the security, right or other asset as reported for the primary trading session on the Relevant Market on the relevant Trading Day, or
(iii) if no such official closing price of the security, right or other asset is reported on the Relevant Market on the relevant Trading Day, the last reported official quotation of the security, right or other asset on the Relevant Market, during the primary trading session on the relevant Trading Day, or
(iv) if no such quotations or prices are available, an Independent Expert will determine the Security Price on the basis of such quotations or other information as such Independent Expert considers appropriate; any such determination will be conclusive. Any reference in these Terms and Conditions to the Security Price will include, if the determination of the Security Price is

discontinued, a reference to a quotation which replaces the Security Price (x) by operation of law or (y) on the basis of generally accepted market practice,

in each case translated (if necessary) into US dollars at the Relevant FX Rate on such Trading Day.

"Spin-off Shares" means the shares in the acquiring entity (or acquiring entities) which a shareholder of the Issuer is entitled to receive in the course of the demerger.

(n) The Issuer will give notice in accordance with § 14 of an adjustment to the Conversion Price pursuant to this § 10 or § 11(c)(i) and/or any other adjustment to the terms of the Conversion Right as soon as practicable.
(o) In making any calculation or determination of a Share Price, a Security Price, a Fair Market Value or an Average Market Price, adjustments (if any) shall be made as the Calculation Agent (provided that the Calculation Agent determines, in its sole discretion, that it is capable, acting in such Calculation Agent capacity, of performing such adjustment) or as an Independent Expert considers necessary and appropriate to reflect any issue of Ordinary Shares as a result of a share capital increase from the conversion of the capital reserve or retained earnings (§ 10(a)(i)), any share split/reverse share split of the Ordinary Shares or combining of Ordinary Shares (§ 10(a)(ii)), any issue of Ordinary Shares as a result of a share capital increase with subscription rights (§ 10(b)), any issue of Other Securities with subscription rights (§ 10(c)) or any similar event, or to take account (to the extent as such Independent Expert considers necessary and appropriate) of any distribution or other entitlement in respect of which the Ordinary Share is quoted "cum" or "ex" on the relevant day or during part or all of the relevant period.

§ 11 Acquisition of Control, Take-over Bid

(a) Acquisition of Control.
- (i) If an Acquisition of Control occurs (whether or not in the context of a Take-over Bid), the Issuer will, as soon as practicable after becoming aware thereof, fix the Control Record Date and give notice in accordance with § 14 of the Acquisition of Control, the Control Record Date and the adjusted Conversion Price determined in accordance with § 11(c)(i).
- (ii) If, during the Conversion Period, an Acquisition of Control occurs and a Bondholder validly exercises the Conversion Right in respect of any Bond during the relevant Acquisition of Control Conversion Period such that the Conversion Date falls on or prior to the last day of the Acquisition of Control Conversion Period, then the Conversion Price for purposes of § 8 will be the Conversion Price adjusted in accordance with § 11(c)(i).

"Acquisition of Control Conversion Period" in relation to any relevant Acquisition of Control means the period from and including the date on which the Issuer gives notice in accordance with § 11(a)(i) of such Acquisition of Control to and including the earlier of (A) 4:00 pm (Frankfurt time) on the Control Record Date and (B) the end of the Conversion Period.

The Conversion Right in accordance with this § 11(a)(ii) in conjunction with § 8(a) may not be exercised by a Bondholder if such Bondholder has terminated its Bonds in accordance with § 5(d), § 5(e), § 11(a)(iii) or § 12 or has submitted a Conditional Conversion Notice in accordance with § 11(b)(ii)(A).

(iii) If the Issuer gives notice in accordance with § 11(a)(i) of the Acquisition of Control, each Bondholder may, at its option, during the period from and including the date on which such notice is given and ending at 4:00 p.m. (Frankfurt time) on the date falling 10 Business Days prior to the Control Record Date, declare all or some only of its Bonds not previously converted

or redeemed due by giving notice in accordance with § 11(a)(iv) which notice will take effect on the Control Record Date.

(iv) The relevant Bondholder must give the notice by delivering it in text form via its Custodian to the Principal Paying Agent in accordance with the rules and procedures of the Clearing System. The notice is irrevocable. The relevant Bondholder must provide evidence by means of a certificate from its Custodian or in any other appropriate manner that they are the holder of the respective Bond(s) at the time of giving the notice and deliver to the Principal Paying Agent the Bond(s) for which the put right is being exercised.

If a Bondholder gives notice in accordance with this § 11(a)(iv), the Issuer must redeem the Bond(s) for which the put right is being exercised at their Principal Amount plus any accrued interest on the Control Record Date.

(b) Take-over Bid.
- (i) If, during the Conversion Period, any Bidder publishes a Take-over Bid in accordance with § 14(2) WpÜG, the Issuer will give notice in accordance with § 14 of the Take-over Bid and of the prospective Acceptance Record Date as soon as practicable after becoming aware of the publication.
- (ii) Conditional Conversion Notice
  - (A) If (I) the Issuer gives notice in accordance with § 11(b)(i) of a Take-over Bid and if (II) the Acceptance Record Date falls on or prior to the last day of the Conversion Period, each Bondholder has the conditional right to convert each Bond in whole, but not in part, at the Conversion Price adjusted in accordance with § 11(c)(i) by delivering, at its own expense, a Conversion Notice that is conditional on the occurrence of an Acceptance Event and designated as conditional (the "Conditional Conversion Notice") using the then valid form of Conditional Conversion Notice obtainable from the Principal Conversion Agent. § 8(b)(i) shall apply mutatis mutandis to the Conditional Conversion Notice, subject to the following: the Conditional Conversion Notice must be received by the Principal Conversion Agent during the Conditional Conversion Notice Period, and it is irrevocable even if the acceptance period pursuant to § 16(1) WpÜG is extended after the submission of the Conditional Conversion Notice or if an Acquisition of Control occurs prior to the Settlement Date. Where any such Conditional Conversion Notice is validly submitted on a day which falls in more than one Conditional Conversion Notice Periods, such notice shall specify in respect of which Take-over Bid the Conditional Conversion Notice applies.
  - (B) In addition, the Bondholder is required to deliver to the Principal Conversion Agent the Bonds to be converted in accordance with § 8(b)(ii) during the Conditional Conversion Notice Period. § 8(b)(ii) will apply mutatis mutandis to the delivery of Bonds in respect of a Conditional Conversion Notice.
- (iii) If, on or prior to the last day of the Conversion Period, an Acceptance Event occurs and the requirements specified in § 11(b)(ii)(A) and (B) for the exercise of the conditional Conversion Right are fulfilled, then the following applies:
  - (A) Any Conditional Conversion Notice becomes unconditional (and the Conversion Right in respect of the relevant Bonds shall be deemed to have been exercised pursuant to § 11(b)(ii) and (iii)) on the day on which the Acceptance Event occurs, regardless of whether that day is a Business Day.
(B) The Issuer will give notice in accordance with § 14 of this fact, the adjusted Conversion Price determined in accordance with § 11(c)(i) and the Acceptance Record Date as soon as practicable after the publication by the Bidder of the announcement triggering the occurrence of the Acceptance Event.
(C) The relevant Conversion Date will be determined in accordance with § 8(b)(iv)(C).
(D) The number of Settlement Shares determined in accordance with § 11(d) and § 8(d)(i) must be transferred to the securities account of the converting Bondholder or its nominee specified in the Conditional Conversion Notice as soon as practicable after the occurrence of the Acceptance Event and no later than on the relevant Scheduled Settlement Date.
(iv) If it is certain that no Acceptance Event will occur, or if the Acceptance Event occurs after the last day of the Conversion Period, the Conditional Conversion Notice expires.
(v) If, during the Conditional Conversion Notice Period, a Bondholder delivers a Conversion Notice that is not designated as a Conditional Conversion Notice, such notice will be treated as a normal Conversion Notice in accordance with § 8(a) or in accordance with § 8(a) in conjunction with § 11(a)(ii), if applicable, and § 11(b)(ii) and (iii) will not apply to such Conversion Notice.

If a Bondholder delivers to the Principal Conversion Agent the Conditional Conversion Notice and/or the Bonds to be converted after the end of the Conditional Conversion Notice Period, such notice likewise will be treated as a Conversion Notice in accordance with § 8(a) or in accordance with § 8(a) in conjunction with § 11(a)(ii), if applicable, and § 11(b)(ii) and (iii) will not apply to such Conversion Notice.

(vi) The conditional Conversion Right in accordance with this § 11(b) may not be exercised by a Bondholder if such Bondholder has terminated its Bonds in accordance with § 5(d), § 5(e), § 11(a)(iii) or § 12 or has submitted a Conversion Notice in accordance with § 8(a) or in accordance with § 11(a)(ii) in conjunction with § 8(a), if applicable.
(c) Adjustment of the Conversion Price.
- (i) If
  - (A) upon the occurrence of an Acquisition of Control, a Bondholder exercises its Conversion Right in accordance with § 8(a) in conjunction with § 11(a)(ii) such that the Conversion Date falls on or prior to the last day of the Acquisition of Control Conversion Period; or
  - (B) a Bondholder has validly submitted a Conditional Conversion Notice which has become unconditional in accordance with § 11(b)(iii)(A),

then the Conversion Price in respect of any such exercise of the Conversion Right (or the conditional Conversion Right, as the case may be) shall be adjusted as follows:

$$CP_a = \frac{CP}{\text{l} + Pr \times \frac{c}{t}}$$

Where:

CP^a = the adjusted Conversion Price;
CP = the Conversion Price on the day immediately preceding the day on which the Acceptance Event or the Acquisition of Control, as applicable, occurs, subject to § 11(c)(iii);
Pr = the initial conversion premium of 44.0 per cent.;
c = the number of days from and including the date on which the Acquisition of Control or the Acceptance Event, as applicable, occurs to but excluding the Maturity Date, subject to § 11(c)(iii); and
t = the number of days from and including the date of issue of the Bonds to but excluding the Maturity Date.

The Conversion Price so adjusted in respect of the relevant exercise of the Conversion Right (or the conditional Conversion Right, as the case may be) shall remain subject to adjustment in accordance with § 10 (but not any repeated adjustment in accordance with this §11(c)(i)).

(ii) Adjustment in accordance with clause (i) becoming effective

In the case of an Acquisition of Control and any conversion in accordance with § 11(b)(ii) and (iii), the adjustment to the Conversion Price in accordance with this § 11(c) will become effective on the date on which the Acquisition of Control occurs.

In the case of a Take-over Bid, the adjustment to the Conversion Price in accordance with this § 11(c) will become effective the date on which the Acceptance Event occurs.

(iii) Exclusion of multiple adjustments

In the case of a Take-over Bid, in which an Acceptance Event as well as an Acquisition of Control occurs, the Conversion Price shall be adjusted in accordance with § 11(c)(i) only once.

In no event shall the Conversion Price be adjusted more than once in accordance with § 11(c)(i) during any period starting with the notice by the Issuer of an Acquisition of Control or a Takeover Bid and ending on the Control Record Date (in case of an Acquisition of Control) or the day of the settlement of the Take-over Bid (in case of a Take-over Bid).

(iv) § 10(k), (l) and (n) apply mutatis mutandis.
(d) Net Share Settlement following an Acceptance Event.
- (i) The Issuer, upon any valid exercise of the Conversion Rights in accordance with § 11(b), will, in respect of the Principal Amount per Bond,
  - (A) convert a portion of the Principal Amount as is equal to the number of Acceptance Event Net Shares multiplied with the Conversion Price adjusted in accordance with § 11(c) into such number of Settlement Shares as is equal to the number of Acceptance Event Net Shares, and issue and/or deliver the number of Settlement Shares in accordance with § 8(d)(i) applied mutatis mutandis as soon as practicable after the occurrence of the Acceptance Event and no later than on the relevant Scheduled Settlement Date (subject to § 9(c)); and
  - (B) pay to the relevant Bondholder the Acceptance Event Cash Conversion Amount by transfer to the cash account specified in the relevant Conditional Conversion Notice as soon as practicable after the occurrence of the Acceptance Event and on the relevant Scheduled Settlement Date.
- (ii) On or prior to the Conversion Date the Calculation Agent will determine the Acceptance Event Cash Conversion Amount in accordance with this § 11(e)(ii).

"Acceptance Event Cash Conversion Amount" means the lower of the following amounts:

(A) the Principal Amount; and

(B) the Acceptance Event Conversion Value,

all as determined by the Calculation Agent.

"Acceptance Event Conversion Value" or "AECV" means the amount (rounded to the nearest US\$ 0.01, with US\$ 0.005 being rounded upwards) determined by the Calculation Agent in accordance with the following formula:

$$AECV = AECR \times OP$$

Where:

"AECR" or "Acceptance Event Conversion Ratio" per Bond is equalto thePrincipal Amount divided by the Conversion Price adjusted in accordance with § 11(c); and

"OP" means the Offer Price, translated (if necessary) into US dollars at the Relevant FX Rate on the Acceptance Record Date.

(iii) On or prior to the Conversion Date the Calculation Agent will determine the Acceptance Event Net Shares in accordance with this § 11(d)(iii).

"Acceptance Event Net Shares" means,

(A) if the Acceptance Event Conversion Value is equal to or lower than the Principal Amount, zero; and
(B) if the Acceptance Event Conversion Value exceeds the Principal Amount, the number of Settlement Shares determined by the Calculation Agent in accordance with the following formula (rounded to the nearest whole multiple of 0.00001, with 0.000005 rounded upwards):

$$\frac{B}{OP}$$

Where:

"B" means (x) the Acceptance Event Conversion Value minus (y) the Principal Amount; and

"OP" has the meaning set out in clause (ii) above.

(e) Definitions. In these Terms and Conditions, the following terms will have the following meanings:

An "Acceptance Event" occurs when upon a Take-over Bid (i) after the expiry of the Initial Acceptance Period, the Bidder has published an announcement pursuant to § 23(1) sentence 1 No. 2 WpÜG according to which the Take-over Bid has been accepted for a number of Ordinary Shares which (together with Ordinary Shares already held by or attributable to the Bidder pursuant to the provisions of § 30 WpÜG) corresponds at least to such number of Ordinary Shares as are necessary to provide Control, and (ii) the Bidder has published an announcement according to which all offer conditions (including any minimum acceptance thresholds) have been satisfied at the latest upon expiry of the Initial Acceptance Period, except for (x) such offer conditions that have been validly waived and (y) such offer conditions the satisfaction of which may remain pending upon the expiration of the Initial Acceptance Period (such as conditions in relation to regulatory approvals, in particular merger control approvals, or the completion of capital measures of the Bidder in order to secure the offer consideration); provided, however, that an Acceptance Event cannot occur anymore if any offer condition cannot be fulfilled (already before or at the same time) any longer and the offer has, thus, failed.

"Acceptance Record Date" means the last day of the Initial Acceptance Period.

An "Acquisition of Control" will be deemed to have occurred:

(i) if after the date of issue of the Bonds any Person or Persons ("Relevant Person(s)") and/or any Person or Persons acting on behalf of any such Relevant Person(s), (irrespective of whether the management board or the supervisory board of the Issuer has given its consent thereto) acquire(s) Control of the Issuer (unless the acquirer is a credit institution, financial service provider or agent that acquires the relevant Ordinary Shares only temporarily in a transitory function in connection with the implementation of a capital measure or corporate action; or
(ii) in the event of a Mandatory Offer for Ordinary Shares of the Issuer a situation arises in which (x) Ordinary Shares of the Issuer already in the direct or indirect, legal and/or beneficial, ownership (within the meaning of the Dutch Act on Financial Supervision) of the Bidder and

(y) Shares in the Issuer in relation to which the Mandatory Offer has already been accepted, carry in aggregate 50 per cent. or more of the voting rights in the Issuer.

"Bidder" is the Person making the Take-over Bid or the Mandatory Offer.

"Conditional Conversion Notice Period" means the period from and including the day on which the Issuer gives notice in accordance with § 11(b)(i) to and including the earlier of (x) 4:00 pm (Frankfurt time) on the Acceptance Record Date and (y) the end of the Conversion Period.

"Control" means direct or indirect ownership of Ordinary Shares, alone or acting in concert with other parties (within the meaning of article 5:70 of the Dutch Act on Financial Supervision), carrying an aggregate 50 per cent. or more of the voting rights in the Issuer.

"Control Record Date" means the Business Day fixed by the Issuer in accordance with § 11(a)(i) which will be not less than 40 and no more than 60 days after the date on which the notice of the Acquisition of Control is published in accordance with § 14.

"Initial Acceptance Period" means the acceptance period pursuant to § 16(1) WpÜG (taking into account extensions of this period, if any, pursuant to, or in accordance with, applicable laws and regulations), but not the additional acceptance period pursuant to § 16(2) WpÜG.

"Mandatory Offer" means any mandatory offer for Ordinary Shares, pursuant to article 5:70 of the Dutch Act on Financial Supervision or – in case the Issuer is not or no longer subject to the Dutch Act on Financial Supervision but to the comparable takeover regulation of another jurisdiction – according to this comparable takeover regulation, which is addressed to the Shareholders by any Person other than the Issuer.

"Offer Price" means the consideration offered by the Bidder, including subsequent increases of the consideration to the extent that the Bidder publishes such increases no later than the date on which the Acceptance Event occurs, provided that:

(i) if the consideration comprises solely cash which is expressed by the Bidder in the relevant offer document as a single fixed amount in a single currency, the Offer Price shall be deemed to be such fixed cash amount in the currency in which it is so expressed by the Bidder (whether or not such cash amount may be subsequently paid to certain holders of the Ordinary Shares in another currency based on the exchange rate prevailing at or around the date of payment of such cash amount); and
(ii) in any other case, including without limitation if the consideration is a fixed cash amount expressed in more than one currency, if the consideration comprises shares, or if there is more than a single type of consideration,the OfferPrice shall be the amount of any such consideration

as at 4:00 pm (Frankfurt time) on the Acceptance Record Date, as determined by an Independent Expert.

"Take-over Bid" means any voluntary take-over bid for the acquisition of Ordinary Shares of the Issuer, subject to the Dutch Act on Financial Supervision or – in case the Issuer is not or no longer subject to the Dutch Act on Financial Supervision but to the comparable takeover regulation of another jurisdiction – according to this comparable takeover regulation, which is addressed to the Shareholders by any Person other than the Issuer.

§ 12 Termination Rights of the Bondholders

(a) Each Bondholder will be entitled to declare all or some only of its Bonds due and demand immediate redemption of such Bonds at the Principal Amount plus any accrued interest if any of the following events (each an "Event of Default") occurs:
- (i) the Issuer fails to pay principal or any other amountin respect of the Bonds within three Business Days from the relevant due date;
- (ii) the Issuer fails to duly perform any other obligation arising from the Bonds and such default, except where such default is incapable of remedy, continues unremedied for more than 60 calendar days after the Issuer (through the Principal Paying Agent) has received notice thereof from a Bondholder;
- (iii) (A) any Capital Markets Indebtedness of the Issuer or any Material Subsidiary is declared to be due and payable prior to its stated maturity as a result of any default (however described) and the aggregate amount of all Capital Markets Indebtedness referred to herein reaches or exceeds US\$ 50,000,000 (or its equivalent in any other currency or currencies); or
  - (B) any Capital Markets Indebtedness of the Issuer or any Material Subsidiary is not paid when due and payable after expiration of any applicable grace period and the aggregate amount of all Capital Markets Indebtedness referred to herein reaches or exceeds US\$ 50,000,000 (or its equivalent in any other currency or currencies).
- (iv) the Issuer or any Material Subsidiary suspends its payments in their entirety or announces its inability to meet its financial obligations;
- (v) a competent court opens insolvency proceedings against the Issuer or any Material Subsidiary which is not dismissed or stayed within 60 days after the commencement thereof, or the Issuer or any Material Subsidiary institutes such a proceeding;
- (vi) the Issuer ceases all or substantially all of its business operations or sells or otherwise transfers all or substantially all of its assets to third parties (except for any Subsidiary); or
- (vii) the Issuer is wound up, unless this is effected in connection with a merger or another form of amalgamation with another company or in connection with a restructuring, and the other or the new company assumes all obligations of the Issuer arising under the Bonds.

The right to declare Bonds due will terminate if the situation giving rise to it has been cured before such right is exercised.

(b) Any notice declaring Bonds due in accordance with § 12(a) will be made by means of a declaration in text form in the German or English language to the Principal Paying Agent in accordance with the rules and procedures of the Clearing System. Evidence that such Bondholder at the time of such notice is a

holder of the relevant Bonds shall be attached to the declaration. Such evidence can be provided by means of a certificate of the Custodian or in any other appropriate manner.

(c) In the event specified in § 12(a)(ii) or § 12(a)(iii), any notice declaring Bonds due shall, unless at the time such notice is received any of the Events of Default specified in § 12(a)(i) or § 12(a)(iv)-(vii) has occurred, become effective only when the Principal Paying Agent has received such default notices from the Bondholders representing at least 25 per cent. of the aggregate principal amount of the Bonds then outstanding.
(d) Termination notices received by the Principal Paying Agent after 4:00 p.m. (Frankfurt time) only become effective on the immediately succeeding Business Day.

§ 13 Paying Agents, Conversion Agents and Calculation Agent

(a) Deutsche Bank AG will be the principal paying agent (the "Principal Paying Agent", and together with any additional paying agent appointed by the Issuer in accordance with § 13(b), the "Paying Agents"). Deutsche Bank AG will be the principal conversion agent (the "Principal Conversion Agent", and together with any additional conversion agent appointed by the Issuer in accordance with § 13(b), the "Conversion Agents").

The address of the specified offices of the Principal Paying Agent and the Principal Conversion Agent is:

Deutsche Bank Aktiengesellschaft, Taunusanlage 12, 60325 Frankfurt am Main, Federal Republic of Germany, Attention: Trust & Agency Services

Conv-Ex Advisors Limited, 30 Crown Place, London EC2A 4EB, United Kingdom, will be the calculation agent (the "Calculation Agent" and together with the Paying Agents and the Conversion Agents, the "Agents").

In no event will the specified office of any Agent be within the United States.

(b) The Issuer will procure that there will be a Principal Paying Agent, a Principal Conversion Agent and a Calculation Agent at all times. The Issuer is entitled to appoint other banks of international standing as Paying Agents or Conversion Agents, or, in the case of the Calculation Agent only, a bank of international standing or a financial adviser with relevant expertise. Furthermore, the Issuer is entitled to terminate the appointment of any Agent. In the event of such termination or such Agent being unable or unwilling to continue to act as Agent in the relevant capacity, the Issuer will appoint another bank of international standing as Paying Agent or Conversion Agent, or, in the case of the Calculation Agent only, a bank of international standing or a financial adviser with relevant expertise. Such appointment or termination will be published as soon as practicable in accordance with § 14, or should this not be possible, be published in another appropriate manner.
(c) All determinations, calculations and adjustments made by any Agent will be made in conjunction with the Issuer and will, in the absence of manifest error, be conclusive in all respects and binding upon the Issuer and all Bondholders.

Each Agent may engage the advice or services of any lawyers or other experts whose advice or services it deems necessary and may rely upon any advice so obtained. No Agent will incur any liability as against the Issuer or the Bondholders in respect of any action taken, or not taken, or suffered to be taken, or not taken, in accordance with such advice in good faith.

(d) Each Agent acting in such capacity, acts only as agent of, and upon request from, the Issuer. There is no agency or fiduciary relationship between any Agent and the Bondholders (only in the case of the

Principal Conversion Agent except with respect to the execution of the conversion of the Bonds), and no Agent shall incur any liability as against the Bondholders or any other Agent.

(e) If the Issuer appoints an Independent Expert in accordance with these Terms and Conditions, § 13(c) and (d) shall apply mutatis mutandis to the Independent Expert.

§ 14 Notices

(a) The Issuer will, subject to § 17(f), publish all notices concerning the Bonds on its homepage (www.qiagen.com). Any such notice will be deemed to have been given when so published by the Issuer.
(b) If the Bonds are listed on any stock exchange at the initiative of the Issuer, and the rules of that stock exchange so require, all notices concerning the Bonds will be made in accordance with the rules of the stock exchange on which the Bonds are listed.
(c) In addition, the Issuer will deliver all notices concerning the Bonds to the Clearing System for communication by the Clearing System to the Bondholders.
(d) A notice effected in accordance with § 14(a) to (c) above will be deemed to be effected on the date on which the first such communication is, or is deemed to be, effective.

§ 15 Issue of Additional Bonds

The Issuer reserves the right from time to time without the consent of the Bondholders to issue additional Bonds with identical terms (save for, inter alia, the issue date and the interest commencement date), so that the same will be consolidated, form a single issue with and increase the aggregate principal amount of these Bonds. The term "Bonds" will, in the event of such increase, also comprise such additionally issued Bonds.

§ 16 Presentation Period

The period for presentation of the Bonds pursuant to § 801(1) sentence 1 BGB will be 10 years.

§ 17 Amendments to the Terms and Conditions, by resolution of the Bondholders; Joint Representative

(a) Amendment of the Terms and Conditions. The Issuer may amend the Terms and Conditions with the consent of a majority resolution of the Bondholders pursuant to § 5 et seqq. of the German Act on Issues of Debt Securities (Gesetz über Schuldverschreibungen aus Gesamtemissionen), as amended (the "SchVG"). In particular, the Bondholders may consent to amendments which materially change the substance of the Terms and Conditions, including such measures as provided for under § 5 paragraph 3 SchVG by resolutions passed by such majority of the votes of the Bondholders as stated under § 17(b) below. A duly passed majority resolution shall be binding equally upon all Bondholders. There will be no amendment of the Terms and Conditions without the Issuer's consent.
(b) Majority. Except as provided by the following sentence and provided that the quorum requirements are being met, the Bondholders may pass resolutions by simple majority of the voting rights participating in the vote. Resolutions which materially change the substance of the Terms and Conditions, in particular in the cases of § 5 paragraph 3 numbers 1 through 9 SchVG or relating to material other matters may only be passed by a majority of at least 75 per cent. of the voting rights participating in the vote (a "Qualified Majority").
(c) Passing of resolutions. The Bondholders can pass resolutions in a meeting (Gläubigerversammlung) in accordance with § 5 et seqq. SchVG or by means of a vote without a meeting (Abstimmung ohne Versammlung) in accordance with § 18 and § 5 et seqq. SchVG.
(i) Attendance at the meeting and exercise of voting rights is subject to the Bondholders' registration. The registration must be received at the address stated in the convening notice no later than the third day preceding the meeting. As part of the registration, Bondholders must provide evidence of their eligibility to participate in the vote by means of a special confirmation of the Custodian in accordance with § 18(d)(i)(A) and (B) hereof in text form and by submission of a blocking instruction by the Custodian stating that the relevant Bonds are not transferable from and including the day such registration has been sent until and including the stated end of the meeting.
(ii) Together with casting their vote, Bondholders must provide evidence of their eligibility to participate in the vote without a meeting by means of a special confirmation of the Custodian in accordance with § 18(d)(i)(A) and (B) hereof in text form and by submission of a blocking instruction by the Custodian stating that the relevant Bonds are not transferable from and including the day such vote has been cast until and including the day the voting period ends.
(d) Second Meeting. If it is ascertained that no quorum exists for the meeting in accordance with § 17(c)(i) or the vote without a meeting in accordance with § 17(c)(ii), in case of a meeting the chair (Vorsitzender) may convene a second meeting in accordance with § 18(4) sentence 2 and § 15 paragraph 3 sentence 2 SchVG or in case of a vote without a meeting the scrutineer (Abstimmungsleiter) may convene a second meeting within the meaning of § 15 paragraph 3 sentence 3 SchVG. Attendance at the second meeting and exercise of voting rights is subject to the Bondholders' registration. The provisions set out in § 17(c)(i) shall apply mutatis mutandis to Bondholders' registration for a second meeting.
(e) Bondholders' Representative. The Bondholders may by majority resolution provide for the appointment or dismissal of a bondholders' representative (the "Bondholders' Representative"), the duties and responsibilities and the powers of such Bondholders' Representative, the transfer of the rights of the Bondholders to the Bondholders' Representative and a limitation of liability of the Bondholders' Representative. Appointment of a Bondholders' Representative may only be passed by a Qualified Majority if such Bondholders' Representative is to be authorized to consent, in accordance with § 17(b) hereof, to a material change in the substance of the Terms and Conditions or other material matters.
(f) Publication. Any notices concerning this § 17 shall be made exclusively pursuant to the provisions of the SchVG.

§ 18 Final Clauses

(a) The form and content of the Bonds and the rights of the Bondholders and the obligations of the Issuer, including the choice of forum clause below, will in all respects be governed by the laws of the Federal Republic of Germany.
(b) Place of performance is Frankfurt am Main, Federal Republic of Germany.
(c) To the extent legally permitted, the courts of Frankfurt am Main, Federal Republic of Germany will have jurisdiction for any action or other legal proceedings arising out of or in connection with the Bonds. This is subject to any exclusive court of venue for specific legal proceedings in connection with the SchVG.
(d) Any Bondholder may in any proceedings against the Issuer or to which the Bondholder and the Issuer are parties protect and enforce in its own name the rights arising under the Bonds on the basis of:
- (i) a certificate issued by the Custodian
(A) stating the full name and address of the Bondholder;
(B) specifying the aggregate principal amount of Bonds credited on the date of such statement to such Bondholder's securities accounts maintained with the Custodian; and
(C) confirming that the Custodian has given a notice to the Clearing System and the Principal Paying Agent containing the information specified in (A) and (B) and bearing acknowledgements of the Clearing System and the relevant account holder in the Clearing System; as well as
(ii) a copy of the Global Bond, certified as being a true copy by a duly authorized officer of the Clearing System or the Principal Paying Agent.

QIAGEN N.V.

as Issuer

and

DEUTSCHE BANK AKTIENGESELLSCHAFT

as Principal Paying Agent, Principal Conversion Agent and Issuing Agent

and

CONV-EX ADVISORS LIMITED

as Calculation Agent

AGENCY AGREEMENT

relating to the

USD 500 million Convertible Bonds due 2031 ISIN DE000A3L06J9 convertible into ordinary registered shares of QIAGEN N.V.

1	Definitions and Interpretation1
2	Appointments2
3	The Bonds, Shares and the Issuing Agency2
4	Paying Agency3
5	Early Redemption of the Bonds5
6	Duties of Notification of the Principal Paying Agent5
7	Cancellation Procedure6
8	Conversion Agency6
9	Calculation Agency7
10	Remuneration, Liability andIndemnification8
11	Term of the Agreement; Variation of Appointment12
12	Addresses and Notices13
13	Conclusion of this Agreement15
14	Partial Invalidity15
15	Governing Law, Place of Performance, Jurisdiction15
16	Miscellaneous16
	Annex A Form of Terms and Conditions of the Bonds17
	Annex B Form of Global Bond54
	Annex C Form of standard Conversion Notice for the Bonds56
	Annex D Form of Conditional Conversion Notice for the Bonds59

THIS AGENCY AGREEMENT (the "Agreement") is made on 4 September, 2024 between:

(1) QIAGEN N.V., a public company with limited liability (naamloze vennootschap) incorporated under the laws of The Netherlands, having its corporate seat (statutaire zetel) in Venlo, The Netherlands, and having its registered office at Hulsterweg 82, 5912 PL Venlo, The Netherlands, and registered with the trade register of the Dutch Chamber of Commerce under number 12036979 (the "Issuer");
(2) DEUTSCHE BANK AKTIENGESELLSCHAFT, Taunusanlage 12, 60325 Frankfurt am Main, Federal Republic of Germany (in its capacity as paying agent, the "Principal Paying Agent", or, in its capacity as issuing agent, the "Issuing Agent" or, in its capacity as principal conversion agent, the "Principal Conversion Agent"); and
(3) CONV-EX ADVISORS LIMITED, 30 Crown Place, London EC2A 4EB, United Kingdom ("Conv-Ex Advisors", or in its capacity as calculation agent the "Calculation Agent" and, together with the Principal Paying Agent, the Issuing Agent and the Principal Conversion Agent, the "Agents");

(for the purposes of this Agreement, the parties under (1) through (3) above are also referred to as a "Party" and collectively as the "Parties").

Recitals:

(A) The Issuer intends to issue convertible bonds with an aggregate principal amount of USD 500 million due 2031, ISIN DE000A3L06J9 (the "Bonds"). Each Bond will be issued in a principal amount of USD 200,000 and with conversion rights for ordinary registered shares of the Issuer. The Bonds will be offered without being registered under the United States Securities Act of 1933, as amended, in reliance on Regulation S.
(B) The Bonds will, subject to and in accordance with the terms and conditions of the Bonds (the "Terms and Conditions"), be convertible by the bondholders into new or existing fully paid ordinary registered shares (ISIN: NL0012169213) of the Issuer to be issued or delivered, as applicable, upon conversion of the Bonds (the "Settlement Shares").
(C) The Bonds will be issued and purchased as set out in the subscription agreement between theIssuerandthebookrunners,dated3 September,2024(the "Subscription Agreement").
(D) The Parties wish to enter into this Agreement according to the terms set out herein.

IT IS AGREED as follows:

1 Definitions and Interpretation

Capitalised terms used herein and not otherwise defined in this Agreement shall have the same meanings as in the Terms and Conditions. The Terms and Conditions are set out in Annex A and any reference to a particularly numbered Condition (§) will be to that Condition (§) appearing in the Terms and Conditions.

In this Agreement:

"Affiliate" means, in relation to an entity, another entity directly or indirectly controlled by that entity, another entity directly or indirectly controlling that entity, or another entity under common control with that entity.

"Business Day" means a day (other than a Saturday or Sunday) on which (i) commercial banks and foreign exchange markets in New York and Frankfurt am Main are open for business and (ii) the Clearing System settles payments.

"Subsidiary" means a consolidated subsidiary of the Issuer.

2 Appointments

2.1 The Issuer hereby appoints Deutsche Bank Aktiengesellschaft as Principal Paying Agent, Issuing Agent and Principal Conversion Agent in accordance with the Terms and Conditions, and Deutsche Bank Aktiengesellschaft accepts its appointments hereunder.
2.2 The Issuer hereby appoints Conv-Ex Advisors as Calculation Agent pursuant to this Agreement to perform those calculations, adjustments or determinations as may be expressly provided by it in, and in accordance with the Terms and Conditions, and Conv-Ex Advisors accepts its appointments hereunder.
2.3 In acting hereunder and in connection with the Bonds, the Agents shall act solely as agents of the Issuer and will not thereby assume any obligations towards, or relationship of agency or trust for, any of the Bondholders. The Agents shall have no implied duties other than as provided for in the Terms and Conditions and in this Agreement.
2.4 The obligations of each of the Agents shall be several and not joint.

3 The Bonds, Shares and Issuing Agency

3.1 The Bonds will be represented by a global bond (the "Global Bond") in bearer form. The Global Bond shall be substantially in the form as set out in Annex B of this Agreement. The Global Bond shall be manually signed by one or more authorised representatives of the Issuer and manually authenticated by or on behalf of the Principal Paying Agent. The Issuer hereby authorises the Principal Paying Agent to authenticate the Global Bond. The Issuer shall deliver to the Principal Paying Agent the duly executed Global Bond no later than 2:00 p.m. CET three Business Days before 10 September 2024 or such later date as agreed between the Issuer and the Joint Bookrunners and notified to the Principal Paying Agent (the "Closing Date"). The Global Bond shall be deposited with Clearstream Banking AG (Clearstream Frankfurt) by the Principal Paying Agent on behalf of the Issuer no later than 2:00 p.m. CET two Business Days before the Closing Date. Definitive certificates representing individual Bonds will not be issued. The Terms and Conditions of the Bonds will be attached to the Global Bond.
3.2 Issuing Agency and Settlement
- 3.2.1 TheIssuing Agent will:
  - (i) provide the Issuer with its account details required for settlement versus payment not later than three Business Days prior to the Closing Date;
  - (ii) provide all relevant settlement instructions to the Clearing System on the Closing Date, in accordance with versus-payment settlement instructions received from the Issuer;
  - (iii) promptly notify the Issuer of any mismatches during the settlement process;
  - (iv) use its reasonable endeavours to ensure that versus-payment settlement is properly and successfully completed; and
(v) maintain records of all documents received by it in connection with its duties hereunder and making such records available for inspection at all reasonable times by the Issuer.
3.2.2 The Issuer will:
- (i) provide (by email or facsimile), no later than three Business Days prior to the Closing Date, the Issuing Agent with a versus-payment settlement instruction;
- (ii) specify and notify the Issuing Agent in writing (by email or by facsimile) of the Closing Date and the relevant issue amount of the Bonds;
- (iii) procure that Deutsche Bank Aktiengesellschaft (the "Settlement Lead Manager") inputs or procures that its custodian inputs the relevant versuspayment settlement instructions prior to the Closing Date; and
- (iv) use its reasonable endeavours to ensure that a versus-payment settlement is properly and successfully completed by the Settlement Lead Manager.
3.3 Subject to the procedures set out in the Terms and Conditions, for the purposes of this Clause 3 the Principal Paying Agent and the Settlement Agent are entitled to treat a telephone or email or facsimile communication (including documents bearing electronic signatures) from a person purporting to be (and who the relevant Agent believes in good faith to be) the authorised representative of the Issuer named in the list referred to in, or notified pursuant to, Clause 10.10 as sufficient instructions and authority of the Issuer for the relevant Agent to act in accordance with this Clause 3.

4 Paying Agency

4.1 The Principal Paying Agent shall perform such duties as are set out in this Agreement and in the Terms and Conditions. No obligations or duties of the Principal Paying Agent which are not expressly stated herein or in the Terms and Conditions shall be implied.
4.2 The Paying Agent may, in connection with its services hereunder:
- 4.2.1 except as ordered by a court of competent jurisdiction or as required by law, treat the bearer of any Bond as the owner thereof and make payments thereon accordingly;
- 4.2.2 assume that the terms of the Global Bond as issued are correct; and
- 4.2.3 refer any question relating to the ownership of any Bond or the adequacy or sufficiency of any evidence supplied in connection with the replacement of any Bond to the Issuer for determination by the Issuer and rely upon any determination so made.
4.3 The Principal Paying Agent shall specify in a written notice (via facsimile or e-mail) to the Issuer to be sent not later than one week prior to the relevant payment date the amount required to be paid on the relevant payment date, provided that failure to do so will not release the Issuer from its obligations to the Bondholders. The Issuer shall at the latest by 3:00 p.m. CET on the relevant payment date pay the necessary amount in same day funds for the payment of interest and principal falling due on the relevant payment date into a USD account maintainedfree of charge at such bank as the Principal Paying Agent may from time

to time by notice to the Issuer specify for such purpose. All sums payable to the Principal Paying Agent shall be paid in USD.

4.4 The Issuer shall on or before 10:00 a.m. CET on the third Business Day prior to each payment date in respect of the Bonds procure that the bank through which such payment is to be made will send to the Principal Paying Agent by fax, e-mail or SWIFT confirmation that it has received from the Issuer an irrevocable instruction to make the relevant payment.
4.5 Subject to the payments set out in Clause 4.3 having been duly made, the Principal Paying Agent shall pay or cause to be paid on behalf of the Issuer on the relevant payment date the amounts due to be paid in respect to the Bonds on such payment date in accordance with the Terms and Conditions. If for any reason the Principal Paying Agent does not by the date specified in Clause 4.3 above receive unconditionally the full amount payable on such payment date, the Principal Paying Agent shall notify the Issuer in accordance with Clause 12 by facsimile. Failure of the Principal Paying Agent to notify the Issuer about nonreceipt of such payable amounts does not discharge the Issuer from paying amounts due. In this case, the Principal Paying Agent shall not be bound to pay any relevant claim in respect of the Bonds until it has received or there has been made available to its order the full amount of the moneys then due and payable in respect of all outstanding Bonds. If the Principal Paying Agent in its discretion makes any payment under the Bonds prior to its unconditional receipt of the full amount then due and payable in respect of all outstanding Bonds, the Issuer shall promptly pay such amount to the Principal Paying Agent and shall compensate the Principal Paying Agent for its costs of funding such amount paid by the Principal Paying Agent.
4.6 The Principal Paying Agent shall be entitled to deal with money paid to it by the Issuer for the purpose of this Agreement in the same manner as with other money paid to a banker by its customers and shall not be liable to the Issuer for any interest thereon. No money held by the Principal Paying Agent needs to be segregated except as required by law.
4.7 The Principal Paying Agent undertakes to forward on the relevant payment date any funds received from the Issuer to Clearstream Frankfurt for credit to the relevant account holders in Clearstream Frankfurt, in each case in accordance with the Terms and Conditions and this Agreement.
4.8 The Principal Paying Agent shall not be obliged to inquire as to the entitlement of any Bondholder.
4.9 The Principal Paying Agent shall not exercise any right of set-off or lien or similar claim over money paid to it or by it under this Agreement.
4.10 Subject to Clause 4.11, the Issuer agrees to pay stamp duty and any similar taxes payable in connection with this Agreement.
4.11 All payments by the Issuer under this Clause 4 shall be made without deduction or withholding of any present or future taxes, duties or governmental charges of any nature whatsoever imposed, levied or collected by way of deduction or withholding at source by, in or on behalf of the Federal Republic of Germany, The Netherlands or by or on behalf of any political subdivision or authority thereof or therein having power to tax, unless such deduction or withholding is required by law. The Issuer shall not be required to make any additional payments to the Bondholders in respect of such deduction or withholding required by law. No obligation shall arise on any Agent to gross up any amounts if any such withholding or deduction occurs. If the Issuer is, in respect of any payment, compelled to withhold or deduct

any amount for or on account of taxes, duties, assessments or governmental charges as specifically contemplated under the Terms and Conditions, it shall give notice of that fact to each Agent promptly upon becoming aware of the requirement to make the withholding or deduction and shall give to each Agent such information as it may require to enable it to comply with the requirement.

4.12 The Principal Paying Agent shall maintain a record of the Global Bond and of the payment, redemption, conversion and cancellation of the Bonds represented thereby. The Principal Paying Agent shall make such records available for inspection at all reasonable times by the Issuer.

5 Early Redemption of the Bonds

5.1 If the Issuer intends to redeem the Bonds pursuant to § 5(b) or § 5(c) of the Terms and Conditions, it shall give notice in writing to the Principal Paying Agent at least five Business Days' time before the latest date for the publication of the notice of redemption required to be given to the Bondholders stating the date on which such Bonds are to be redeemed, the Principal Amount and the amount of interest payable as of the date of early redemption. The respective notice period shall be read in conjunction with the Terms and Conditions under which such notice is considered to be received by the Bondholders.
5.2 If the Principal Paying Agent receives a redemption notice according to § 5(d) or § 5(e)(ii) of the Terms and Conditions, the Principal Paying Agent shall as soon as reasonably practicable and without undue delay notify the Issuer of receipt of such notice.
5.3 If the Principal Paying Agent receives any termination notice pursuant to § 12 of the Terms and Conditions, the Principal Paying Agent shall without undue delay notify the Issuer of receipt of such notice.
5.4 If the Principal Paying Agent receives any redemption notice pursuant to § 11(a)(iv) of the Terms and Conditions, the Principal Paying Agent shall notify the Issuer without undue delay of receipt of such notice.

6 Duties of Notification of the Principal Paying Agent

6.1 The Principal Paying Agent shall upon request of the Issuer make on behalf of the Issuer all public notifications required in the Terms and Conditions in accordance with § 14 of the Terms and Conditions and shall be authorised to take all measures it deems necessary or appropriate in this context on behalf and for the account of the Issuer.
6.2 The Issuer shall supply the Principal Paying Agent not later than 2:00 p.m. CET on the fifth Business Day before any notice shall be published with the final version of such notices by fax or e-mail together with an instruction signed manually or electronically by duly authorised signatories. In determining the time limits set out above the Issuer shall take into account the respective periods according to the Terms and Conditions after the expiration of which such notices are deemed to have been validly given to Bondholders.
6.3 The Issuer shall reimburse the Principal Paying Agent for all properly incurred expenses and any applicable value added tax of all publications.

7 Cancellation Procedure

7.1 Upon fulfilment by the Issuer of all its obligations under the Bonds, the Principal Paying Agent will procure that the Global Bond is cancelled and provide the Issuer upon request with a destruction protocol. The Principal Paying Agent shall bear no further responsibility for the Global Bond after cancellation and destruction.
7.2 Subject to receipt of the relevant information, the Principal Paying Agent shall, upon request by the Issuer, after the end of each calendar year during which any redemption, conversion or payment (as the case may be) takes place, furnish the Issuer with a certificate stating (as applicable): (i) the aggregate amounts paid in respect of Bonds redeemed or purchased by the Issuer and cancelled; and (ii) the aggregate principal amount of Bonds converted and cancelled.

8 Conversion Agency

8.1 The Principal Conversion Agent shall perform such duties as are set out in this Agreement and the Terms and Conditions. No obligations or duties of the Principal Conversion Agent which are not expressly stated herein or in the Terms and Conditions shall be implied.
8.2 The Issuer shall inform the Principal Conversion Agent in respect of any event according to §§ 5(e) or 8(e) of the Terms and Conditions as soon as practicable after determining or becoming aware thereof.
8.3 Upon a conversion in accordance with § 8 of the Terms and Conditions, the Principal Conversion Agent shall provide the Bondholders upon their request with blank forms of the Conversion Notice, substantially in the form as set out in Annex C hereto. Upon receipt of a Conversion Notice and the Bonds to be converted in its Clearstream Frankfurt account, the Principal Conversion Agent will verify that (i) the Conversion Notice contains all information required pursuant to the Terms and Conditions and (ii) the conditions for the exercise of the Conversion Right pursuant to § 8(b)(i), § 8(b)(ii) and § 8(b)(iii) of the Terms and Conditions have been met, and will notify the Issuer and the Calculation Agent (by forwarding a copy of the Conversion Notice by e-mail) without undue delay, but in any event no later than 4:00 p.m. CET on the first Business Day following the receipt of the Conversion Notice, of the exercise of Conversion Rights.
8.4 The Issuer shall inform the Principal Conversion Agent in respect of any event according to § 11 of the Terms and Conditions as soon as practicable after becoming aware thereof. In case a Take-over Bid pursuant to § 11(b) of the Terms and Conditions will be published the Issuer shall inform the Principal Conversion Agent as soon as practicable after becoming aware thereof. The Principal Conversion Agent shall provide the Bondholders upon their request with blank forms of the Conditional Conversion Notice, substantially in the form as set out in Annex D hereto. Upon receipt of a Conditional Conversion Notice, the Principal Conversion Agent will verify that all requirements specified in § 8(b)(i) and (ii) are fulfilled. Upon fulfilment of the respective requirements the Issuer hereby instructs the Principal Conversion Agent to hold the Bonds to be conditionally converted in custody.
8.5 Following receipt by the Issuer of notice of the exercise of a Conversion Right in accordance with Clause 9.3, the Issuer shall procure that all actions required to be taken and all documents required to be prepared in connection with the delivery of Settlement Shares shall be taken and prepared prior to the delivery of such Settlement Shares to the Principal Conversion Agent.
8.6 Following receipt by the Issuer of notice from the Calculation Agent in accordance with Clause 9.3 of either (i) the Aggregate Conversion Principal Amount, the total number of Settlement Shares deliverable and the Cash Conversion Amount payable in respect of a Conversion Notice, or (ii) in the event of a Take-over Bid, the total number of Settlement Shares deliverable and the Acceptance Event Cash Conversion Amount payable in respect of a Conditional Conversion Notice, the Issuer shall as soon as practicable, but in any event by 2:00 p.m. on the first Business Day following receipt of such notice, notify the Principal Conversion Agent and the Calculation Agent whether it will deliver new or existing Settlement Shares. The Issuer shall deliver the relevant number of Settlement Shares to the Principal Conversion Agent no later than 10:00 a.m. CET on the Scheduled Settlement Date and, in the event of a Take-over Bid, the Issuer shall deliver the relevant number of Settlement Shares to the Principal Conversion Agent on the Business Day immediately prior to the Scheduled Settlement Date. The Principal Conversion Agent will deliver such Settlement Shares on conversion of a Bond in accordance with § 8(c)(i) and § 9(a) of the Terms and Conditions by way of book-entry transfer. Remaining fractions of Settlement Shares shall not be delivered and shall not be compensated.
8.7 The Issuer shall pay the aggregate Cash Conversion Amount to the Principal Conversion Agent at the latest by 3:00 p.m. CET on the Scheduled Settlement Date and the Principal Conversion Agent shall pay the aggregate Cash Conversion Amount to the cash account specified by the converting Bondholder in the Conversion Notice on the Scheduled Settlement Date. In the event of a Take-over Bid, the Issuer shall pay the aggregate Acceptance Event Cash Conversion Amount to the Principal Conversion Agent at the latest by 3:00 p.m. CET on the Scheduled Settlement Date and the Principal Conversion Agent shall pay the aggregate Acceptance Event Cash Conversion Amount to the cash account specified by the converting Bondholder in the Conditional Conversion Notice on the Scheduled Settlement Date.
8.8 For the avoidance of doubt, the Principal Conversion Agent shall have no obligation to verify payment of taxes, duties or governmental charges by Bondholders as set forth in § 8(d)(ii) of the Terms and Conditions.
8.9 The Issuer shall provide the Principal Conversion Agent with all necessary information in connection with the exercise of the conversion. Furthermore, if any questions should arise in connection with the conversion, the Issuer shall instruct the Principal Conversion Agent, upon request, as to the appropriate procedure.

9 Calculation Agency

9.1 The Calculation Agent shall perform such duties as are set out in this Agreement and the Terms and Conditions. No obligations or duties of the Calculation Agent which are not expressly stated herein shall be implied.
9.2 The Issuer will inform the Calculation Agent, with a copy to the Principal Conversion Agent, without undue delay of any event requiring, or which may require, the Calculation Agent to perform calculations, adjustments or determinations as may be expressly specified to be performed by it in, and in accordance with, the Terms and Conditions (including but not limited to any event requiring an adjustment to the Conversion Price to be made in accordance with § 10 or § 11(c) of the Terms and Conditions), together with a statement of the facts requiring such adjustment giving the necessary details in order to enable the Calculation Agent to perform any such calculation, adjustment or determinations.
9.3 Whenever a Conversion Right has been validly exercised (by fulfilling the requirements set out in § 8(b)(i) and § 8(b)(ii) of the Terms and Conditions) and the verification pursuant to § 8(b)(iii) of the Terms and Conditions has been made, the Principal Conversion Agent will, without undue delay, inform the Calculation Agent (with a copy to the Issuer and the Principal Paying Agent) thereof, specifying the Aggregate Conversion Principal Amount and giving any other details, if any, necessary in order to enable the Calculation Agent to calculate:
- 9.3.1 the aggregate Cash Conversion Amount payable and the aggregate number of Settlement Shares deliverable in respect of such Aggregate Conversion Principal Amount; or
- 9.3.2 in the event of a Take-over Bid, the aggregate Acceptance Event Cash Conversion Amount payable and the aggregate number of Settlement Shares deliverable in respect of such Aggregate Conversion Principal Amount.
9.4 Subject as provided for in Clause 9.1, the Calculation Agent shall inform the Issuer, the Principal Conversion Agent and the Principal Paying Agent:
- 9.4.1 no later than on the first Business Day (5:00 p.m. CET) following the end of the Calculation Period about the aggregate number of Settlement Shares deliverable and the aggregate Cash Conversion Amount payable in respect of such Conversion Notice; or
- 9.4.2 in the event of a Take-over Bid, no later than on the first Business Day (5:00 p.m. CET) following the occurrence of the Acceptance Event, of the aggregate number of Settlement Shares deliverable and the aggregate Acceptance Event Cash Conversion Amount payable in respect of such Conditional Conversion Notice.
9.5 The Issuer will inform the Principal Conversion Agent and the Calculation Agent as soon as possible after becoming aware of an Acquisition of Control or a Take-over Bid, each as defined in § 11 of the Terms and Conditions.
9.6 Upon notification from the Issuer in accordance with Clause 9.1 (and, as the case may be, Clause 9.3), the Calculation Agent shall perform promptly such calculations, adjustments or determinations as may be expressly specified to be performed by it in, and in accordance with, the Terms and Conditions.
9.7 Calculations, adjustments or determinations so performed by the Calculation Agent will be (in the absence of manifest error) binding on all parties concerned.
9.8 The Calculation Agent shall inform the Issuer, the Principal Paying Agent and the Principal Conversion Agent of the result of any such adjustments, calculations and determinations as aforesaid so performed without undue delay.
9.9 The Calculation Agent shall maintain a record of all relevant quotations obtained by it and of all relevant amounts, rates and other items determined or calculated by it and will make such record available for inspection at all reasonable times during normal business hours by the Issuer.

10 Remuneration, Liability and Indemnification

10.1 The Issuer shall pay to each of the Agents a fee to be separately agreed upon between the Issuer and each of the Agents for the performance of their services hereunder.

10.2 The Issuer shall reimburse each of the Agents for all expenses (including without limitation legal, publication, communication expenses and insurance costs and any applicable value added tax) properly incurred in connection with the repayment of the Bonds and its services hereunder.
10.3 The Issuer shall pay stamp duty and all documentary, registration, publication, and other similar taxes and duties (including any interest and penalties thereon or in connection therewith) which may be payable upon or in connection with the execution and delivery of this Agreement and any letters of appointment under which the Agents are appointed as agents hereunder.
10.4 Each Agent can treat itself as being released from any obligation to take any action hereunder which it reasonably expects will result in any expense or liability to it, the payment of which within a reasonable time is not, in its reasonable opinion, assured to it.
10.5 Each Agent can engage at the expense of the Issuer any lawyers or other experts whose advice or services it deems necessary and may rely upon any advice so obtained. The Agents shall be protected and shall incur no liability as against the Issuer in respect of any action taken, or suffered to be taken, or not taken in accordance with such advice and in good faith. The Issuer shall reimburse the Agents for all properly incurred expenses in respect of consultation with such legal or other professional advisers.
10.6 Each Agent shall incur no liability for or in respect of any action properly taken, omitted or suffered in reliance upon any instruction or order from the Issuer, Conversion Notice, resolution, direction, consent, certificate, affidavit, statement, transmissions or other paper or document including documents bearing electronic signatures believed by it in good faith to be genuine and to have been delivered, signed or sent by the proper parties.
10.7 Each Agent shall be entitled to refrain from acting, without liability, if conflicting, unclear or equivocal instructions have been received or in order to comply with any law applicable to them. In the event the Agent considers, in its reasonable discretion, that instructions are unclear, equivocal or conflicting, the Agent will advise the instructing party as soon as reasonably practicable.
10.8 Neither the Principal Paying Agent nor the Principal Conversion Agent shall be obliged to repay any moneys paid to it by the Issuer in respect of any Note unless or until claims against the Issuer in respect of the relevant Notes are prescribed or the obligation to make the relevant payment ceases in accordance with the Terms and Conditions. In such event they shall upon the request of the Issuer repay as soon as reasonably practicable to the Issuer such portion of such amount as relates to such claim or payment by paying the same by credit transfer to such account with such bank as the Issuer may by notice to the relevant Agent have specified for this purpose.
10.9 The Issuer recognises and acknowledges that documents signed by electronic signatures may not be resilient to fraud and therefore represent a security risk. The Issuer is authorised and able to execute instructions signed with electronic signatures and the Agents are authorised to act on and may rely without liability on any instruction or document signed with electronic signatures.
10.10 The Issuer shall provide the Principal Paying Agent with a list of persons authorised to execute documents and take action on its behalf in connection with this Agreement, such list to include specimen signatures (including qualified electronic signatures) and be signed by onedulyauthorisedsignatoryoftheIssuer. TheIssuer shall notify the Principal Paying Agent

promptly (unverzüglich) if any of such persons ceases to be so authorised or if any additional person becomes so authorised, in each case by notice signed by one duly authorised signatory for the Issuer.

10.11 The Issuer shall, upon the request from time to time of the Principal Paying Agent, promptly supply or procure the supply of such documentation and other evidence as is reasonably requested by the Principal Paying Agent in order for the Principal Paying Agent to carry out and be satisfied that it has complied with all necessary "know your customer" or similar checks under all applicable laws and regulations.
10.12 The Issuer hereby represents and warrants to each of the Agents that:
- 10.12.1 it is a company duly organized and in good standing in every jurisdiction where it is required so to be,
- 10.12.2 it has the power and authority to sign and to perform its obligations under this Agreement,
- 10.12.3 this Agreement is duly authorised and signed and is its legal, valid and binding obligation,
- 10.12.4 any consent, authorisation or instruction required in connection with the execution and performance of this Agreement has been provided by any relevant third party,
- 10.12.5 any act required by any relevant governmental or other authority to be done in connection with the execution and performance of this Agreement has been or will be done (and will be renewed if necessary) and
- 10.12.6 its performance of this Agreement will not violate or breach any applicable law, regulation, contract or other requirement.
10.13 The Issuer will indemnify and hold harmless each of the Agents against any liability which any of them may reasonably incur or which may be made against any of them arising out of or in connection with their appointment or the exercise of their powers and duties hereunder (including fees and expenses of legal advisers), as well as the properly incurred costs and expenses and any applicable value added tax of defending any claim of such liability, provided that this indemnity shall not apply to the extent such liability, expense or cost result from wilful misconduct (Vorsatz) or gross negligence (grobe Fahrlässigkeit) of the respective Agent. The Agents undertake to inform the Issuer in writing without undue delay (ohne schuldhaftes Zögern) about legal action threatened or instituted against any of them in this regard.
10.14 Each of the Principal Paying Agent, the Issuing Agent and the Principal Conversion Agent shall severally indemnify the Issuer against any claim, demand, action, liability, loss or expense (including legal fees and any applicable value added tax) which the Issuer may reasonably incur, as a result or arising out of any gross negligence (grobe Fahrlässigkeit) or wilful breach by such Agent of its obligations under this Agreement.
10.15 The liability of the Agents and their directors, officers, agents or persons acting on its behalf shall be limited to wilful breach or gross negligence (grobe Fahrlässigkeit). In no event shall the Agents have any liability for special, indirect, punitive or consequential losses or damages of any kind whatsoever (including, but not limited to, lost profits) irrespective of whether the Agents have been advised of the likelihood of such loss or damage and regardless of the form of action.
10.16 In acting hereunder and in connection with the Bonds, the Agents shall not be liable for the legality, validity or enforceability of any Bond issued in compliance with this Agreement.
10.17 The Issuer hereby represents and warrants to each of the Agents that, except, in respect of limbs 10.17.2 and 10.17.3, in respect of certain matters either already in the public domain or otherwise not material for disclosure to potential investors in the Bonds and disclosed in a letter from Philipp von Hugo dated 3 September, 2024, none of the Issuer, nor any of its Subsidiaries, nor any director, officer or, to the knowledge of the Issuer, agent, employee, or Affiliate (other than any Subsidiary of the Issuer) of the Issuer is an individual or entity ("Person"):
- 10.17.1 with whom dealings are restricted or prohibited by, or are sanctionable under, any economic sanctions or trade restrictions administered or enforced by the U.S. government (including, without limitation, those administered or enforced by the U.S. Department of Treasury's Office of Foreign Assets Control, the U.S. Department of Commerce, or the U.S. Department of State), the United Nations Security Council, the European Union, His Majesty's Treasury, The Netherlands, or any other authority with jurisdiction over the Issuer or any of its Subsidiaries (collectively, "Sanctions", and each such Person, a "Sanctioned Person"); or
- 10.17.2 located, organized, operating or resident in a country or territory that is the subject of Sanctions (currently the Crimea region, Cuba, Iran, North Korea, Sudan, and Syria) (each, a "Sanctioned Country"), save as disclosed in "Item 8. Financial Information—Disclosure pursuant to Section 219 of the Iran Threat Reduction & Syria Human Rights Act (ITRA)" of the 2023 20-F; or
- 10.17.3 owned or controlled by, or acting on behalf of, a Person identified in 10.17.1 or 10.17.2;

and to the knowledge of the Issuer, the Issuer, its Subsidiaries and its directors, officers, agents, employees and Affiliates (other than Subsidiaries) are currently in compliance with, and at all times within the past five years have been in compliance with, and have not engaged nor plan to engage in any conduct sanctionable under, any applicable Sanctions laws, and there are not now, nor have there been within the past five years, any formal or informal proceedings, allegations, investigations, or inquiries pending, expected or, to the knowledge of the Issuer, threatened against the Issuer, its Subsidiaries, or the directors and officers of the Issuer and its Subsidiaries, or, to the knowledge of the Issuer, its Affiliates (other than Subsidiaries), or, to the knowledge of the Issuer, any of the employees of the Issuer, its Subsidiaries or other Affiliates concerning violations or potential violations of, or conduct sanctionable under, any Sanctions and the Issuer, its Subsidiaries and, to the knowledge of the Issuer, its Affiliates (other than Subsidiaries) have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance with Sanctions; any provision of this Clause 10.17 shall not apply if and to the extent it is illegal, invalid or unenforceable as a result of any applicable Blocking Regulation or German law (including section 7 of the Foreign Trade and Payments Ordinance, Außenwirtschaftsverordnung, as amended) and, in such case, the legality, validity and enforceability of this Clause 10.17shall not otherwise be affected;

for purposes of this Agreement, "Blocking Regulation" means any provision of Council Regulation (EC) No 2271/1996 of 22 November 1996, as amended (or any law or regulation

implementing such Regulation in any member state of the European Union), Council Regulation (EC) No 2271/1996 as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, or any similar blocking or anti-boycott law, regulation or statute in force from time to time.

10.18 The Issuer undertakes that the Issuer will not, directly or indirectly, use the proceeds of the bonds offer, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other individual or entity to fund or facilitate any activities or business of or with any Sanctioned Person or with any person located, operating, organized or resident in any Sanctioned Country, or in any other manner that in each case would result in a violation of Sanctions by any Person (including any individual or entity participating in the offering, whether as underwriter, advisor, investor or otherwise) or otherwise be sanctionable under any Sanctions. Any provision of this Clause 10.18 shall not apply if and to the extent it is illegal, invalid or unenforceable as a result of any applicable Blocking Regulation or German law (including section 7 of the Foreign Trade and Payments Ordinance, Außenwirtschaftsverordnung, as amended) and, in such case, the legality, validity and enforceability of this Clause 10.18shall not otherwise be affected.
10.19 The indemnities set out in Clauses 10.13 through 10.14 above shall continue in full force and effect notwithstanding any termination or expiry of this Agreement.

11 Term of the Agreement; Variation of Appointment

11.1 This Agreement enters into force upon execution and terminates when the Issuer has redeemed, converted or repurchased and cancelled the Bonds or all obligations under the Bonds have been fulfilled by the Issuer and the Agents have performed all their duties as provided in this Agreement or by termination by any party hereto according to this Clause 11. All remuneration and indemnity provisions in Clause 10 of this Agreement shall continue to be in full force and effect notwithstanding any such termination.
11.2 Subject to the provisions of § 13(b) of the Terms and Conditions, the Issuer may at any time terminate the appointment of any Agent upon giving the relevant Agent not less than thirty (30) days' prior notice by publication of such termination in accordance with § 14 of the Terms and Conditions as well as a written notice to the relevant Agent.
11.3 Any Agent may at any time resign as Agent by giving at least thirty (30) days' written notice to the Issuer of such intention on its part, specifying the date on which its desired resignation shall become effective.
11.4 Any resignation under Clause 11.3 shall only take effect upon the appointment by the Issuer of (i) in the case of the Principal Paying Agent, the Issuing Agent and Principal Conversion Agent, a bank maintaining its head office or a branch in Germany and (ii) in the case of the Calculation Agent only, a financial institution of international standing or financial advisor with appropriate expertise as the successor Agent and the giving of not less than thirty (30) days' notice of any such appointment by publication in accordance with § 14 of the Terms and Conditions. If the Issuer fails to appoint a successor Agent by the tenth day before the expiration of the notice given by the Agent in accordance with Clause 11.3 above, then the relevant Agent may itself appoint as its replacement any reputable and experienced financial institution meeting the terms of the previous sentence as a suitable successor Agent in the name and for the account of the Issuer, and give notice thereof to the Bondholders by publication in accordance with § 14 of the Terms and Conditions.
11.5 Upon its resignation or removal becoming effective, the relevant Agent:
11.5.1 shall forthwith transfer all moneys held by it hereunder to the successor Agent and transfer the documents and records concerning the Bonds maintained by the relevant Agent pursuant to this Agreement to the successor Agent; and
11.5.2 shall be entitled to the payment by the Issuer of its fees and expenses for the services rendered hereunder in accordance with the terms of Clause 10 of this Agreement.
11.6 Upon its appointment becoming effective, a successor Agent shall, without further act, become vested with all the rights, duties and obligations of its predecessor with like effect as if originally named as Agent hereunder.
11.7 If any Agent determines to change its specified office it shall give to the Issuer and any other Agent written notice of such determination giving the address of the new specified office and stating the date on which such change is to take effect, which shall not be less than fortyfive (45) days thereafter. The relevant Agent, on behalf of the Issuer, shall within fifteen (15) days of receipt of such notice (unless the appointment of the relevant Agent is to terminate pursuant to the above provisions of this Clause 11 on or prior to the date of such change) give or cause to be given not more than forty-five (45) days' nor less than thirty (30) days' notice thereof to the Bondholders by publication in accordance with § 14 of the Terms and Conditions.
11.8 The right of the Issuer and any Agent to terminate this Agreement for severe cause (Kündigung aus wichtigem Grund) shall not be affected hereby.

12 Addresses and Notices

12.1 All notices and communications under this Agreement shall be in written form transmitted by e-mail, letter or by facsimile. Each notice or communication shall be given as follows or any other form of communication, including by telephone, if so agreed between the parties.
12.2 Every notice or communication sent in accordance with Clause 12.1 above shall be effective as follows:
- 12.2.1 If sent by letter, when delivered;
- 12.2.2 if sent by facsimile when the relevant delivery receipt is received by the sender; and
- 12.2.3 if sent by e-mail, when the relevant receipt of such communication being read is given, or where no read receipt is requested by the sender, at the time of receipt of confirmation of receipt of the original email.
12.3 In the case of Clause 12.2 above, any such notice or communication which would otherwise take effect after 4:00 p.m. in the place of the addressee on any particular day shall not take effect until 10:00 a.m. on the immediately succeeding Business Day in the place of the addressee.

12.4 All communication intended for the Issuer shall be sent to:

QIAGEN N.V. Hulsterweg 82 5912 PL Venlo The Netherlands Attention: Global Treasury Tel: + 31 (77) 355-6642 Email: [email protected] and [email protected]

12.5 All communications intended for the Principal Paying Agent shall be sent to:

Deutsche Bank Aktiengesellschaft

Taunusanlage 12 60325 Frankfurt am Main Federal Republic of Germany

Attention: Trust & Agency Services Phone: + 49 69 910 30094 Facsimile: + 49 69 910 38672 Email: [email protected]

12.6 All communications intended for the Issuing Agent shall be sent to:

Deutsche Bank Aktiengesellschaft Taunusanlage 12 60325 Frankfurt am Main Federal Republic of Germany

Attention: Trust & Agency Services Phone: + 49 69 910 43530 Facsimile: + 49 69 910 41527 Email: [email protected]

12.7 All communications intended for the Principal Conversion Agent shall be sent to:

Deutsche Bank Aktiengesellschaft

Taunusanlage 12 60325 Frankfurt am Main Federal Republic of Germany

Attention: Trust & Agency Services Phone: + 49 69 910 37392 Facsimile: + 49 69 910 38672 Email: [email protected] [email protected]

12.8 All communications intended for the Calculation Agent shall be sent to:

Conv-Ex Advisors Limited

30 Crown Place London, EC2A 4EB United Kingdom

Attention: Calculation Agency Team Email: [email protected]

12.9 Changes to these addresses are effective upon delivery of written notice of change of address to the parties hereto.
12.10 Unless otherwise stated in this Agreement all information, statements and documents in connection with this Agreement to be furnished to the Issuer or to any of the Agents shall be in English or German (with respect to the Calculation Agent in English only).

13 Conclusion of this Agreement

13.1 This Agreement may also be concluded by an exchange of signed signature pages, transmitted by means of telecommunication (telekommunikative Übermittlung), by fax or by electronic photocopy.
13.2 If this Agreement is concluded in accordance with Clause 13.1 above, the parties will transmit the executed signature pages to William Cresswell of Linklaters LLP, Frankfurt am Main, [email protected] ("Recipient"). The Agreement is considered concluded once the Recipient has actually received the executed signature pages from all parties and at the time of the receipt of the last outstanding signature pages.
13.3 For the purposes of this Clause 13 only, each of the parties appoints the Recipient as its proxy (Empfangsbote) and expressly permits (ermächtigen) the Recipient to collect the signed signature pages from all and for all parties to this Agreement.
13.4 For the avoidance of doubt, the Recipient has no further duties connected with its position as Recipient. In particular, the Recipient can assume the conformity to the authentic originals of the signature pages transmitted to it by means of telecommunication, the genuineness of all signatures on the original signature pages and the signing authority of the signatories.

14 Partial Invalidity

Should any of the provisions of this Agreement be or become void (nichtig), invalid or due to any reason ineffective (unwirksam) in any respect under the law of any relevant jurisdiction, this will indisputably (unwiderlegbar) not affect the validity or effectiveness of the remaining provisions and this Agreement will remain valid and effective, save for the void, invalid or ineffective provisions, without any party having to argue (darlegen) and/or prove (beweisen) the parties intent to uphold this Agreement even without the void, invalid or ineffective provisions. The void, invalid or ineffective provision is deemed replaced by such valid and effective provision that in legal and economic terms comes closest to what the parties intended or would have intended in accordance with the purpose of this Agreement if they had considered the point at the time of conclusion of this Agreement. The aforesaid applies mutatis mutandis to any unintended gap (Regelungslücke) in this Agreement.

15 Governing Law, Place of Performance, Jurisdiction

15.1 This Agreement, including the choice of forum Clause 15.3 below, and any non-contractual obligations arising out of or in connection with it is governed by, and construed in accordance with, the laws of the Federal Republic of Germany.
15.2 The place of performance shall be Frankfurt am Main.
15.3 Non-exclusive place of jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute relating to the existence, validity or termination of this

Agreement or any non-contractual obligation arising out of or in connection with this Agreement) shall be the competent courts in Frankfurt am Main.

16 Miscellaneous

16.1 The Annexes form part of this Agreement.
16.2 All determinations, calculations and adjustments made by the Agents will be made in conjunction with the Issuer and will, in the absence of manifest error, be conclusive in all aspects and binding upon the Issuer and all Bondholders.
16.3 Each Agent (any of its affiliates) may purchase, hold and dispose of Bonds and may enter into any transaction (including, among other transactions, any depositary, trust or agency transaction) with any Bondholder or with any party hereto in the same manner as if it had not been appointed as the Agent of the Issuer.
16.4 Changes and amendments to this Agreement shall only be valid if made in writing. This requirement may only be annulled in writing.
16.5 This Agreement is signed in three counterparts, one for the Issuer and one for each of the Agents.

Annex A

Form of Terms and Conditions of the Bonds

NOT FOR DISTRIBUTION IN OR INTO THE U.S., AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW OR TO US PERSONS

Terms and Conditions of the Bonds (the "Terms and Conditions")

§ 1 Certain Definitions

In these Terms and Conditions, the following terms will have the following meanings:

(a) General Definitions.

"Agent(s)" has the meaning set out in § 13(a).

"BGB" means the German Civil Code (Bürgerliches Gesetzbuch), as amended.

"Bond(s)" has the meaning set out in § 2(a).

"Bondholder" means the holder of a co-ownership interest or similar right in the Global Bond.

"Calculation Agent" has the meaning set out in § 13(a).

"Clearing System" means Clearstream Banking AG, Frankfurt am Main ("Clearstream Frankfurt") or any successor in such capacity.

"Closing Price" on any Trading Day means:

(i) the official closing price of the Ordinary Share on the relevant Trading Day as reported for the primary trading session on the Relevant Market; or
(ii) if no such official closing price of the Ordinary Share can be so determined, the last reported official quotation of the Ordinary Share on the Relevant Market during the primary trading session on the relevant Trading Day; or

(iii) if the Closing Price cannot be so determined, the Closing Price as determined by an Independent Expert on the basis of such quotations or other information as such Independent Expert considers appropriate; any such determination will be conclusive. Any reference in these Terms and Conditions to the Closing Price will include, if the reporting of the Closing Price is discontinued, a reference to a quotation which replaces the Closing Price (x) by operation of law or (y) on the basis of generally accepted market practice,

in each case translated (if necessary) into US dollars at the Relevant FX Rate on such Trading Day.

"Custodian" means any bank or other financialinstitution with which the Bondholder maintains a securities account in respect of any Bonds and having an account maintained with the Clearing System and includes Clearstream Frankfurt.

"Delisting Event" has the meaning set out in § 5(e)(iii).

"Delisting Event Period" has the meaning set out in § 5(e)(iii).

"Event of Default" has the meaning set out in § 12(a).

"Financial Year" means the financial year as set out in the articles of association of the Issuer.

"Global Bond" has the meaning set out in § 2(b).

"Issuer" means QIAGEN N.V., a company existing under the laws of the Netherlands, with Dutch Trade Register number 12036979.

"Maturity Date" means 10 September 2031.

"Ordinary Share" means the ordinary registered share of the Issuer, with ISIN NL0012169213 as at the date of issue of the Bonds.

"Principal Amount" has the meaning set out in § 2(a).

"Principal Conversion Agent" has the meaning set out in § 13(a).

"Principal Paying Agent" has the meaning set out in § 13(a).

"Redemption Date" means the date fixed for redemption of the Bonds in the Issuer's notice in accordance with and subject to § 5(b) or § 5(c), which must be a Business Day.

"Relevant FX Rate" means on any day, and, in respect of the conversion of any currency into US dollars the spot mid-rate of exchange at 9:00 a.m. New York City time on that day for such pair of currencies as appearing on Bloomberg page BFIX (or any successor page thereto).

will determine the Relevant FX Rate on the basis of such quotations or other information as such Independent Expert considers appropriate; any such determination will be conclusive.

"Relevant Market" means:

(i) in the case of the Ordinary Share, the New York Stock Exchange, or if at the relevant time the OrdinaryShare is no longer traded on the New YorkStock Exchange, such other stock exchange or securities market on which the Ordinary Share is mainly traded at the relevant time; and
(ii) in the case of any other securities, rights or other assets,such stock exchange orsecurities market on which such other securities, rights or other assets are mainly traded at the relevant time.

"Scheduled Trading Day" means each day (other than a Saturday or a Sunday) on which the Relevant Market for the Ordinary Shares is scheduled to be open for business as set out in the trading calendar first published by such Relevant Marketin respect of the relevant calendar year, regardless of whether (i) the Relevant Market is actually open for business on such day or (ii) such day is a Trading Day for the Ordinary Share.

"Share Price" on any Trading Day means:

(i) the volume-weighted average price (where the Relevant Market is the New York Stock Exchange, the Nasdaq Global Select or the Nasdaq Global Market (or any of their respective successors), in composite transactions) of the Ordinary Share on the Relevant Market on the relevant Trading Day as appearing on Bloomberg screen page HP in respect of the Ordinary Share (setting "Weighted Average Line") on the Bloomberg information system (or any successor screen page or setting) (such Bloomberg page being, as at the date of issue of the Bonds, QGEN US Equity HP); or
(ii) if no volume-weighted average price of the Ordinary Share is available from the Bloomberg information system as described in clause (i) above, the volume-weighted average price (where the Relevant Market is the New York Stock Exchange, the Nasdaq Global Select or the Nasdaq Global Market (or any of their respective successors), in composite transactions) of the Ordinary Share during the primary trading session on the Relevant Market on the relevant Trading Day as derived from such Relevant Market (or other appropriate source as determined by an Independent Expert); or
(iii) if no volume-weighted average price of the Ordinary Share can be so determined, the official closing price of the Ordinary Share on the relevant Trading Day as reported for the primary trading session on the Relevant Market; or
(iv) if no such official closing price of the Ordinary Share can be so determined, the last reported official quotation of the Ordinary Share on the Relevant Market during the primary trading session on the relevant Trading Day; or
(v) if the Share Price cannot be determined in accordance with clauses (i) to (iv) above, the Share Price as determined by an Independent Expert on the basis of such quotations or other information as such Independent Expert considers appropriate; any such determination will be conclusive. Any reference in these Terms and Conditions to the Share Price will include, if the reporting of the Share Price is discontinued, a reference to a quotation which replaces the Share Price (x) by operation of law or (y) on the basis of generally accepted market practice,

in each case translated (if necessary) into US dollars at the Relevant FX Rate on such Trading Day as determined by the Calculation Agent.

"Shareholders" means the holders of the Issuer's Ordinary Shares.

"Trading Day" means,

(i) (other than for purposes of the determination of anySecurityPrice pursuantto clause (ii) below), each day on which the Relevant Market for the Ordinary Shares is open for business and the Share Price can be determined in accordance with clauses (i) to (iv) of the definition of such term, or (if at the relevant time of determination there is no Relevant Market for the Ordinary Shares) a Business Day; or
(ii) for purposes of the determination of any Security Price, each day on which the Relevant Market for any other securities, rights or other assets is open for business and Security Prices can be determined in accordance with clauses (i) to (iii) of the definition of such term.

"United States" means the United States of America (including the States thereof and the District of Columbia) and its possessions (includingPuerto Rico,the U.S. Virgin Islands, Guam, American Samoa, Wake Island and Northern Mariana Islands).

"WpÜG" means the German Securities Acquisition and Take-Over Act (Wertpapiererwerbsund Übernahmegesetz), as amended.

(b) Definitions relating to conversion.

"CoCo Conversion Period" means, in respect of each Bond, any of the following periods:

(i) if the Bonds are called by the Issuer for redemption in accordance with § 5(b) or § 5(c), the period from and including the date on which the call notice pursuant to § 5(b) or § 5(c) is published to and including the 45th Business Day prior to the Redemption Date;
(ii) if any Event of Default in accordance with § 12(a) occurs, the period from and including the date on which the Event of Default occurs to but excluding the earlier of (x) the date the Bondholder has declared the termination of the relevant Bond in accordance with § 12(c) and (y) the date on which such Event of Default shall have been cured or waived;
(iii) if an Acquisition of Control occurs, the period from and including the date on which the Issuer gives notice in accordance with § 11(a)(i) of an Acquisition of Control to 4:00 p.m. (Frankfurt time) on the Control Record Date at the latest;
(iv) if a Take-over Bid is published, the period from and including the date of the notice of the Takeover Bid in accordance with § 11(b)(i) to 4:00 p.m. (Frankfurt time) on the last day of the Conditional Conversion Notice Period at the latest;
(v) if the Issuer announces a distribution, allotment or grant to its Shareholders of any securities, rights or other assets (including cash amounts), and if the Fair Market Value on the CoCo

Reference Date of such securities, rights or other assets distributed, allotted or granted perShare, as determined by the Calculation Agent, is greater than 25 per cent. of the arithmetic average of the Share Prices on each Trading Day during the period of 20 consecutive Trading Days ending on and including the last Trading Day prior to the CoCo Reference Date (or the Adjusted FMV Date, if applicable), the period:

(A) from and including the Business Day immediately following the later of the following days:
- (I) the CoCo Reference Date; and
- (II) the date on which the Fair Market Value can be determined,
(B) to and including the last Business Day before the later of the following days:
- (I) the Ex-Date of such distribution, allotment or grant; and
- (II) the 10th Business Day following the date determined to be applicable pursuant to clause (A);
(vi) if at any time the Share Price on each of not less than 20 consecutive Trading Days during an observation period of 30 consecutive Trading Days ending on (and including) the Trading Day immediately preceding the final Trading Day of the immediately preceding Quarter exceeds 150 per cent. of the applicable Conversion Price on each such Trading Day (as verified by the Calculation Agent no later than on the second Business Day following the relevant Conversion Date), the period from and including the first Business Day of the immediately following Quarter to and including the last Business Day of such Quarter;
(vii) if a Delisting Event occurs, the Delisting Event Period; or
(viii) if a Parity Event or an IA Parity Event has (or is deemed to have) occurred, the period of 10 Business Days commencing on and including the first Business Day following the relevant Notification Date.

Whether a Parity Event or an IA Parity Event has (or is deemed to have) occurred will be determined in accordance with § 8(e).

"Conversion Date" has the meaning set out in § 8(b)(iv).

"Conversion Notice" has the meaning set out in § 8(b)(i).

"Conversion Period" means:

(i) any CoCo Conversion Period commencing during the period from and including 21 October 2024 to but excluding 10 March 2031; and

(ii) the period from and including the last day of the CoCo Conversion Period to and including the earlier of the following times and days:
- (x) 4:00 p.m. (Frankfurt time) on the 45th Business Day prior to the Maturity Date; or
- (y) if the Bonds are redeemed by the Issuer in accordance with § 5(b) or § 5(c), 4:00 p.m. (Frankfurt time) on the 45th Business Day prior to the Redemption Date.

"Conversion Price" means initially US\$ 64.0129, which is subject to adjustment from time to time in accordance with these Terms and Conditions.

"Conversion Ratio" per Bond on any day is equal to the Principal Amount divided by the Conversion Price in effect on such day.

"Conversion Right" has the meaning set out in § 8(a)(i).

"IA Parity Event" has the meaning set out in § 8(e).

"Investor Notice Date" has the meaning set out in § 8(e).

"Notification Date" has the meaning set out in § 8(e).

"Parity Event" has the meaning set out in § 8(e).

"Quarter" means the three calendar months ended 31 March, 30 June, 30 September and 31 December in each year, commencing with the three months ending 31 December 2024.

"Scheduled Settlement Date" means:

(x) where the relevant Conversion Date is pursuant to clause (C) of the definition of that term, the fifth Business Day following the occurrence of the Acceptance Event;
(y) otherwise, the 15th Business Day following the end of the relevant Scheduled Calculation Period.

"Settlement Shares" has the meaning set out in § 9(a).

"Adjusted FMV Date" has the meaning set out in § 10(m).

"Adjustment Date" has the meaning set out in § 10(j).

"Ex-Date" has the meaning set out in § 10(m).

"Fair Market Value" has the meaning set out in § 10(m).

"FMV Date" has the meaning set out in § 10(m).

"Number of Trading Days" has the meaning set out in the definition of "Calculation Period".

"Record Date" has the meaning set out in § 10(m).

"Security Price" has the meaning set out in § 10(m).

(d) Definitions relating to Acquisition of Control, Take-over

Bid. "Acceptance Event" has the meaning set out in § 11(e).

"Acquisition of Control" has the meaning set out in § 11(e).

"Conditional Conversion Notice Period" has the meaning set out in § 11(e).

"Conditional Conversion Notice" has the meaning set out in § 11(b)(ii)(A).

"Control Record Date" has the meaning set out in § 11(e).

"Control" has the meaning set out in § 11(e).

"Take-over Bid" has the meaning set out in § 11(e).

§ 2 Form and Denomination

(a) The issue by the Issuer of convertible bonds in the aggregate principal amount of

US\$ 500,000,000

(in words: US dollars five hundred million)

is divided into bonds in bearer form with a principal amount of US\$ 200,000 (the "Principal Amount") each, which rank pari passu among themselves (the "Bonds" and each a "Bond").

Definitive bond certificates and interest coupons will not be issued. The Bondholders will have no right to request physical delivery of the Global Bond or to require the issue of definitive bond certificates or interest coupons.

The Global Bond will be deposited with Clearstream Frankfurt, will be held by Clearstream Frankfurt and may not be transferred by Clearstream Frankfurt until the Issuer has satisfied and discharged all its obligations under the Bonds. The Issuer grants Clearstream Frankfurt a permanent, irrevocable and absolute possession right in the Global Bond. Copies of the Global Bond are available for each Bondholder at the Principal Paying Agent, where no such copy is itself an enforceable bearer instrument.

§ 3 Status of the Bonds; Negative Pledge

(a) Status of the Bonds.

(b) Negative Pledge of the Issuer.

So long as any amounts remain outstanding under the Bonds, but only up to the time all amounts payable to Bondholders under the Bonds in accordance with these Terms and Conditions have been placed at the disposal of the Clearing System, the Issuer undertakes and will procure (to the extent legally possible and permissible) that none of the Issuer and any Material Subsidiary will create or permit to subsist any mortgage, pledge, lien, charge or security interest in rem (each a "Security Interest") upon, or with respect to, any present or future assets or revenues of the Issuer or any Material Subsidiary, for the purpose of securing any (i) Capital Markets Indebtedness or (ii) guarantee of any Capital Markets Indebtedness, unless in such case the Issuer or any Material Subsidiary, as the case may be, shall simultaneously with, or prior to, the creation of such Security Interest, take any and all action necessary to procure that all amounts payable by it in respect of the Bonds are secured equally and ratably with the Capital Markets Indebtedness or the guarantee for any Capital Markets Indebtedness secured by such Security Interest or benefit from an equivalent other Security Interest which will be approved by an Independent Expert as being equivalent security. The undertaking pursuantto sentence 1 of this § 3(b) will not apply to a Security Interest which (i) is mandatory according to applicable laws or (ii) is required as a prerequisite for governmental approvals.

Any Security Interest which is to be provided in accordance with this § 3(b) may also be provided to a person acting as trustee for the Bondholders.

§ 4 Interest

(a) The Bonds will bear interest on their Principal Amount at a rate of 2.50 per cent. per annum from and including 10 September 2024 (the "Interest Commencement Date"). Interest for each Interest Period is payable semi-annually in arrear on each Interest Payment Date.
(b) Each Bond will cease to bear interest as follows:
- (i) If a Bondholder exercises the Conversion Right in respect of any Bond, interest will cease to accrue on the Bond so converted from the end of the day immediately preceding the Interest Payment Date immediately preceding the relevant Conversion Date, provided that the Bond so converted will not pay any interest if the relevant Conversion Date falls before the first Interest Payment Date.
- (ii) If a Bond is redeemed, interest will cease to accrue on the Bond from the end of the day immediately preceding the date on which the Bond becomes due for redemption.
(c) If the Issuer fails to redeem the Bonds when due, interest will continue to accrue on the Principal Amount beyond the end of the day immediately preceding the due date for redemption until the end of the day immediately preceding the actual date of redemption of the Bonds. In this case the applicable rate of interest will be determined in accordance with this § 4. The assertion of further damages incurred by the Bondholder as a result of the default remains unaffected.
(d) Interest in respect of any period of time will be calculated on the basis of the Day Count Fraction.
(e) In these Terms and Conditions:

$$DCF = \frac{\left[360 \times (Y_2 - Y_1)\right] + \left[30 \times (M_2 - M_1)\right] + (D_2 - D_1)}{360}$$

Where:

"DCF" means Day Count Fraction;

"Y1" is the year, expressed as a number, in which the first day of the Interest Calculation Period falls;

"Y2" is the year, expressed as a number, in which the day immediately following the last day included in the Interest Calculation Period falls;

"M1" is the calendar month, expressed as a number, in which the first day of the Interest Calculation Period falls;

"M2" is the calendar month, expressed as a number, in which the day immediately following the last day included in the Interest Calculation Period falls;

"D1" is the first calendar day, expressed as a number, of the Interest Calculation Period, unless such number would be 31, in which case D¹ will be 30; and

"Interest Payment Date" means 10 March and 10 September in each year, commencing on 10 March 2025.

§ 5 Maturity, Redemption and Purchase

(a) To the extent the Bonds have not previously been redeemed, converted, or repurchased and cancelled they will be redeemed at their Principal Amount on the Maturity Date.
(b) The Issuer may, on giving not less than 55 and no more than 70 Business Days' prior notice to the Bondholders in accordance with § 14, redeem all, but not some only, of the outstanding Bonds with effect on the Redemption Date (which shall be no earlier than 1 October 2029 and no later than on the last day of the Conversion Period in accordance with clause (ii)(x) of the definition of the term "Conversion Period"). However, such notice may only be given if the Share Price on not less than 20 Trading Days during an observation period of 30 consecutive Trading Days is equal to or exceeds 150 per cent. of the Conversion Price in effect on each such Trading Day. In the case such notice is given, the Issuer will redeem the Bonds at their Principal Amount plus any accrued interest on the Redemption Date.

The Issuer must publish the notice of early redemption no later than on the fifth Business Day after the last day of the relevant 30 consecutive Trading Days' observation period.

in accordance with clause (ii)(x) of the definition of the term "Conversion Period") if at any time the aggregate principal amount of the Bonds outstanding and held by persons other than the Issuer and its Subsidiaries has fallen to 20 per cent. or less of the aggregate principal amount of the Bonds originally issued (including any Bonds additionally issued in accordance with § 15). In the event such notice is given, the Issuer will redeem the Bonds at their Principal Amount plus any accrued interest on the Redemption Date.

(d) Any Bondholder may, at its option, by submitting a redemption notice in accordance with this § 5(d) demand from the Issuer redemption of any or all of its Bonds for which the Conversion Right was not exercised, and which were not declared due for early redemption by the Issuer in accordance with § 5(b) or § 5(c), at their Principal Amount plus any accrued interest on the Put Effective Date.
- "Put Effective Date" means 10 September 2029.

(e) Delisting Event.
- (i) If a Delisting Event occurs, the Issuer will, as soon as practicable after becoming aware thereof, give notice in accordance with § 14 of the Delisting Event (a "Delisting Event Notice"). The Delisting Event Notice shall contain a statement informing Bondholders of their entitlement to exercise their Conversion Rights as provided in these Terms and Conditions and their entitlement to exercise their rights to require redemption of their Bonds pursuant to § 5(e)(ii).

The Delisting Event Notice must specify:

(A) all information concerning the Delisting Event;
(B) the Conversion Price immediately prior to the occurrence of the Delisting Event;
(C) the Share Price on the most recent Trading Day prior to the publication of the Delisting Event Notice;
(D) the Delisting Event Period; and
(E) the Delisting Put Effective Date.
(ii) If a Delisting Event occurs, any Bondholder may, at its option, by submitting a redemption notice in accordance with this § 5(e)(ii) demand from the Issuer redemption of any or all of its Bonds for which the Conversion Right was not exercised and which were not declared due for early redemption by the Issuer in accordance with § 5(b) or § 5(c), at their Principal Amount plus any accrued interest on the Delisting Put Effective Date.

The exercise of the put rightin accordance with this § 5(e) further requires that the Bonds to be redeemed will be delivered to the Principal Paying Agent by transferring the Bonds to the Clearstream Frankfurt account of the Principal Paying Agent (book-entry transfer).

(iii) Definitions

A "Delisting Event" shall occur if:

(A) the Ordinary Shares at any time are not admitted to listing and trading on a Relevant Market which is the New York Stock Exchange, the Nasdaq Global Select Market or the Nasdaq Global Market (or any of their respective successors) or an internationally recognized, regularly operating and regulated stock exchange; or
(B) if any announcement is made by the Issuer or by the Relevant Market for the Ordinary Shares that the Ordinary Shares will cease to be admitted to trading and listing on such Relevant Market, unless in any such case the Ordinary Shares are already, or such announcement confirms that the Ordinary Shares are to be immediately upon such cessation, admitted to trading and/or listing on an internationally recognized, regularly operating and regulated stock exchange which is expected to be Relevant Market for the Ordinary Shares upon such cessation.

"Delisting Put Effective Date" means the 10th Business Day after the expiry of the Delisting Event Period.

(f) The Issuer and any of its affiliates may at any time purchase Bonds in the open market or otherwise. Any Bonds purchased by the Issuer or any of its affiliates may be cancelled or held and resold.

§ 6 Payments

(a) All payments on the Bonds will be made to the Principal Paying Agent for transfer to the Clearing System or to its order for credit to the accounts of the relevant account holders of the Clearing System outside the United States. Payments on the Bonds made to the Clearing System or to its order will discharge the liability of the Issuer under the Bonds to the extent of the sums so paid.
(b) All payments of amounts due in respect of the Bonds shall be made in US dollars and will be subject to (i) applicable fiscal and other laws and regulations, and (ii) any withholding or deduction required pursuant to an agreement described in Section 1471(b) of the US Internal Revenue Code of 1986 (the "Code") or otherwise imposed pursuant to Sections 1471 through 1474 of the Code, any regulations or agreements thereunder, any official interpretations thereof, or any law implementing an intergovernmental approach thereto.
(c) If the due date for payment of any amount in respect of the Bonds is not a Business Day, then the Bondholder will not be entitled to payment until the next day which is a Business Day. In such case the

Bondholders will not be entitled to any further interest or to any other compensation on account of such delay.

§ 7 Taxes

All payments in respect of the Bonds will be made without withholding or deduction of taxes or other duties, unless such withholding or deduction is required by law.

The Issuer will not be obliged to pay any additional amounts of principal and/or interest as a result of such withholding or deduction.

§ 8 Conversion

(a) Conversion Right.
- (i) The Issuer grants to each Bondholder the right (the "Conversion Right") to convert each Bond in whole, but not in part, at the Conversion Price in accordance with this § 8 on any Business Day during each Conversion Period.
- (ii) The Conversion Right in accordance with § 8(a), or in accordance with § 8(a) in conjunction § 11(a)(ii), if applicable, may not be exercised by a Bondholder if such Bondholder has terminated its Bonds in accordance with § 5(d), § 5(e), § 11(a)(iii) or § 12 or has submitted a Conditional Conversion Notice in accordance with § 11(b)(ii)(A).
(b) Exercise of Conversion Right.
- (i) To exercise the Conversion Right, the Bondholder must deliver at its own expense during the Conversion Period to the Principal Conversion Agent via its Custodian and the Clearing System a duly completed and executed exercise notice (the "Conversion Notice") (which may be by fax/email) using the then valid form (from time to time current) obtainable from the Principal Conversion Agent which must be received by the Principal Conversion Agent by 4:00 p.m. (Frankfurt time) on a Business Day. Any Conversion Notice received by the Principal Conversion Agent after 4:00 p.m. (Frankfurt time) on any Business Day, or on any day which is not a Business Day, shall be deemed to have been received by the Principal Conversion Agent on the immediately following Business Day; provided that if such following Business Day falls after the end of the Conversion Period, the relevant exercise of the Conversion Right shall be null and void. The Conversion Notice is irrevocable and will, among other things:
  - (A) state the name, date of birth and address (natural persons) or name, domicile and address (legal persons) as well asthe fax number and email address of the exercising Bondholder;
  - (B) specify the aggregate principal amount of Bonds with respect to which the Conversion Right will be exercised;
  - (C) designate the securities account of the Bondholder or its nominee at a participant in, or account holder of, the Clearing System to which the Settlement Shares are to be delivered;
  - (D) give directions to the Principal Conversion Agent for the payment of any cash amount which the Bondholder is entitled to receive in accordance with these Terms and Conditions and which are to be paid by way of transfer to a US dollar denominated cash account; and
  - (E) if such Conversion Notice is a Conditional Conversion Notice, designate the securities account of the Bondholder or its nominee at a participant in, or account holder of, the Clearing System to which the Bonds delivered for conversion are to be redelivered if no

Acceptance Event occurs, or if the requirements specified in § 8(b)(i) and (ii) for the valid exercise of the Conversion Right are not fulfilled and any Bonds are required to be redelivered in accordance with the ultimate paragraph of § 8(b)(iii).

(ii) The exercise of the Conversion Right further requires that the Bonds to be converted will be delivered to the Principal Conversion Agent by transferring the Bonds to the account of the Principal Conversion Agent (book-entry transfer or assignment). The transfer of any such Bond as aforesaid is irrevocable. Any Bond transferred to the Principal Conversion Agent after 4:00 p.m. (Frankfurt time) on any Business Day, or on any day which is not a Business Day, shall be deemed to have been so transferred to the Principal Conversion Agent on the immediately following Business Day; provided that if such following Business Day falls after the end of the Conversion Period, the relevant exercise of the Conversion Right shall be null and void.
(iii) Upon fulfilment of all requirements specified in § 8(b)(i) and (ii) for the exercise of the Conversion Right, the Principal Conversion Agent will verify whether the aggregate principal amount of Bonds delivered to the Principal Conversion Agent exceeds or falls short of the aggregate principal amount of Bonds specified in the Conversion Notice. The Principal Conversion Agent will determine the Aggregate Conversion Principal Amount. If the aggregate principal amount of Bonds specified in the Conversion Notice exceeds or falls short of the aggregate principal amount of Bonds in fact delivered, the Principal Conversion Agent will determine the Aggregate Conversion Principal Amount on the basis of the lower of the following amounts:
- (A) the aggregate principal amount of Bonds set forth in the Conversion Notice; or
- (B) the aggregate principal amount of Bonds in fact delivered for conversion.

(iv) The Conversion Right will be validly exercised on the relevant Conversion Date. The term "Conversion Date" has the following meaning:
- (A) Subject to clauses (B), (C), (D) and (E) below, "Conversion Date" means the first Business Day on which all requirements for the valid exercise of the Conversion Right specified in § 8(b)(i) and (ii) have been fulfilled.
- (B) If an Acquisition of Control occurs and a Bondholder validly exercises the Conversion Right in respect of any Bond in accordance with § 11(a)(ii) during the relevant Acquisition of Control Conversion Period, "Conversion Date" means the first Business Day on which all requirements for the valid exercise of the Conversion Right specified in § 8(b)(i) and (ii) have been fulfilled.
- (C) If (I) a Bondholder has, during the Conditional Conversion Notice Period, (x) given a valid Conditional Conversion Notice in accordance with § 11(b)(ii)(A) and (y) delivered to the Principal Conversion Agent the Bonds to be converted in accordance with § 11(b)(ii)(B), and (II) the Conditional Conversion Notice has become unconditional in accordance with § 11(b)(iii)(A), "Conversion Date" means the first Business Day following the date on which the Acceptance Event has occurred.
- (D) Any valid Conversion Notice received by the Principal Conversion Agent within the last 30 days of the Conversion Period in accordance with clause (ii)(x) of the definition of the term "Conversion Period" will be treated as if it were received on the last day of the

Conversion Period. In such case "Conversion Date" means the last day of the Conversion Period, provided that the relevant Bondholder has fulfilled all requirements for the valid exercise of the Conversion Right specified in § 8(b)(i) and (ii) before the end of the Conversion Period.

(E) Any valid Conversion Notice received by the Principal Conversion Agent during the period from and including the date on which the Issuer has published the redemption notice in accordance with § 5(b) or § 5(c) to and including the last day of the Conversion Period in accordance with clause (ii)(y) of the definition of the term "Conversion Period" will be treated as if it were received on the last day of the Conversion Period. In such case "Conversion Date" means the last day of the Conversion Period, provided that the relevant Bondholder has fulfilled all requirements for the valid exercise of the Conversion Right specified in § 8(b)(i) and (ii) before the end of the Conversion Period.

(c) Net Share Settlement.

(i) The Issuer, upon any valid exercise of the Conversion Rights in respect of any Bond, will, in respect of each such Bond,
- (A) (if the Net Shares are not equal to zero) convert a portion of such Principal Amount as is equal to the number of Net Shares multiplied with the Conversion Price in effect on the relevant Conversion Date into such number of Settlement Shares as is equal to the number of Net Shares, and issue and/or deliver the number of Settlement Shares in accordance with § 8(d)(i) as soon as practicable after the end of the Scheduled Calculation Period and no later than on the relevant Scheduled Settlement Date (subject to § 9(c)); and
- (B) pay to the relevant Bondholder the Cash Conversion Amount by transfer to the cash account specified in the relevant Conversion Notice as soon as practicable after the end of the Scheduled Calculation Period and no later than the relevant Scheduled Settlement Date.
(ii) On the first Business Day following the end of each Scheduled Calculation Period (or, if the Cash Conversion Amount is not capable of being determined in accordance with this § 8(c)(ii) on such Business Day, as soon as practicable thereafter) the Calculation Agent will determine the Cash Conversion Amount in accordance with this § 8(c)(ii).

"Daily Cash Conversion Amount" means, in respect of a Trading Day comprised in the relevant Calculation Period, the lower of the following amounts:

(A) an amount equal to the Principal Amount divided by the Number of Trading Days in respect of such Calculation Period; and
(B) the Daily Conversion Value in respect of such Trading Day,

all as determined by the Calculation Agent.

$$DCV = \frac{CR \times VWAP}{NTD}$$

Where:

"CR" means the Conversion Ratio in effect on the relevant Conversion Date (subject to adjustment to but excluding the relevant Settlement Date in accordance with § 10).

"NTD" means the Number of Trading Days in respect of the relevant Calculation Period.

"VWAP" means the Share Price on such Trading Day, provided that:

(A) if on any Trading Day during the relevant Calculation Period the Ordinary Share is quoted "ex dividend" or "ex subscription right" or "ex" any other distribution, allotment or grant of securities, rights or other assets the Record Date of which falls on or after the Settlement Date, the Share Price on such Trading Day shall be increased by the Fair Market Value of such distribution or other entitlement per Ordinary Share on the first Trading Day on which the Ordinary Share is traded "ex dividend" or "ex subscription right" or "ex" any other distribution, allotment or grant of securities, rights or other assets, as determined by the Calculation Agent;
(B) if on any Trading Day during the relevant Calculation Period the Ordinary Share is quoted "cum dividend" or "cum subscription right" or "cum" any other distribution, allotment or grant of securities, rights or other assets (the Record Date of which falls prior to the relevantSettlement Date) in respect of which an adjustmentto the Conversion Price is required to be made in accordance with § 10 and the Adjustment Date (as defined in § 10(j)) in respect thereof falls prior to the relevant Settlement Date, the Share Price on such Trading Day shall be multiplied by the adjustment factor subsequently determined to apply to the Conversion Price in accordance with § 10 in respect thereof, as determined by the Calculation Agent; and
(C) if the VWAP is not capable of being determined as aforesaid on or prior to the third Business Day prior to the relevant Scheduled Settlement Date in respect of the relevant exercise of the Conversion Right, the VWAP shall instead be determined by an Independent Expert on or prior to the third Business Day prior to such Scheduled Settlement Date.
(iii) On the first Business Day following the end of each Scheduled Calculation Period (or, if the Cash Conversion Amount is not capable of being determined in accordance with this § 8(c)(iii) on such Business Day, as soon as practicable thereafter) the Calculation Agent will determine the Net Shares (if any) in accordance with this § 8(c)(iii).

"Daily Net Shares" means,

(A) in respect of any Trading Day in respect of which the Daily Conversion Value is equal to or lower than the Principal Amount divided by the Number of Trading Days in respect of the relevant Calculation Period, zero; and
(B) in respect of any Trading Day in respect of which the Daily Conversion Value exceeds the Principal Amount divided by the Number of Trading Days in respect of the relevant Calculation Period, the number of Settlement Shares determined by the Calculation Agent in accordance with the following formula:

Where:

"VWAP" shall have the meaning given to this term in the definition of "Daily Conversion Value" or "DCV".

(iv) If the Issuer gives notice in accordance with § 11(b)(i) of a Take-over Bid and the Conversion Right is exercised in accordance with § 11(b), notwithstanding anything to the contrary in these Terms and Conditions, the provisions in § 11(b)-(e) shall apply.
(d) Delivery of Settlement Shares.
- (i) If the Net Shares in respect of any exercise of the Conversion Right are not equal to zero, the Issuer will, upon any such exercise, issue and/or deliver such number of Settlement Shares as is equal to the aggregate number of Net Shares in respect of the Aggregate Conversion Principal Amount so converted, rounded down to the nearest full Settlement Share. Any remaining fraction of a SettlementShare will not be delivered and will not be compensated in cash. Subject to § 9(c), the Settlement Shares to be delivered will be transferred to the securities account of the Bondholder specified in the Conversion Notice as soon as practicable after the end of the Scheduled Calculation Period and no later than on the relevant ScheduledSettlement Date. Until transfer of the Settlement Shares has been made no claims arising from the Settlement Shares will exist. In relation to delivery of the Settlement Shares § 9 will apply.
- (ii) The Issuer will only be required to deliver theSettlementShares and to pay the Cash Conversion Amount in accordance with § 8(c)(i)(A) if the Bondholder has paid all taxes or other duties and costs, if any, which may arise in connection with the exercise of the Conversion Right or the delivery of the Settlement Shares or the payment in accordance with § 8(c)(i)(A).
(e) Determination of the occurrence of a Parity Event or IA Parity Event

Whether a Parity Event or an IA Parity Event has (or is deemed to have) occurred will be determined as follows:

(i) Investor Notice

In order to be validly given the Investor Notice must be:

(A) received by the Principal Paying Agent no later than at 4:00 p.m. (Frankfurt time) on the fifth Business Day after the last Trading Day of the relevant Investor Reference Period;
(B) delivered by the Notifying Bondholder together with reasonable evidence that, on each Trading Day during the relevant Investor Reference Period, either:
- (I) the Quote for the Bonds on such Trading Day could not be determined pursuant to clause (i) of the definition of the term "Quote for the Bonds"; or
(II) the Quote for the Bonds on such Trading Day as determined pursuant to clause (i) of the definition of the term "Quote for the Bonds" was less than 98 per cent. of the Closing Parity Value in respect of such Trading Day; and
(C) delivered by the Notifying Bondholder together with evidence that the Notifying Bondholder at the time of such notice is a holder of the relevant Bonds by means of a certificate of its Custodian or in any other appropriate manner.
(ii) Verification by the Calculation Agent, Issuer Notification

Upon instruction by the Issuer the Calculation Agent will verify whether a Parity Event or an IA Parity Event, as the case may be, has occurred. If in doing so the Calculation Agent determines:

(A) that the Parity Event or the IA Parity Event, as the case may be, has occurred in respect of the relevant Reference Period, the Issuer shall publish a notice to the Bondholders in accordance with § 14 specifying the relevant CoCo Conversion Period as soon as practicable following the relevant determination by the Calculation Agent and in any case no later than on the relevant Notification Date; or
(B) that no Parity Event or IA Parity Event has occurred in the relevant Reference Period, the Issuer shall notify the Notifying Bondholder thereof as soon as practicable following the relevant determination by the Calculation Agent and in any case no later than on the relevant Notification Date.

In this § 8(e):

"Bond Price Determination Date" means the fifth Trading Day following the relevant Bond Price Unavailability Date.

"Closing Parity Value" means, in respect of any Trading Day, the amount determined in good faith by the Calculation Agent and calculated as follows:

$$CPV = N \times CP$$

Where:

CPV = the Closing Parity Value;

ClP = the Closing Price on such Trading Day, provided thatif on such Trading Day the OrdinaryShare is quoted "ex dividend" or "ex subscription right" or "ex" any other distribution, allotment or grant of securities, rights or other assets in respect of which an adjustment to the Conversion Price is required to be made in accordance with § 10 and such Trading Day falls prior to the relevant Adjustment Date, the Share Price on such Trading Day shall be divided by the adjustment factor subsequently determined to apply to the ConversionPrice in accordance with § 10 in respectthereof, as determined by the Calculation Agent, and provided further thatif such adjustment cannot be determined in accordance with these Terms and Conditions prior to the relevant Notification Date, the Closing Price shall instead be adjusted in such manner as is determined to be appropriate by an Independent Expert; and
N = the Principal Amount divided by the Conversion Price in effect on such Trading Day.

"Investor Notice Date" means the date on which the Principal Paying Agent has received from a Notifying Bondholder a valid Investor Notice.

"Investor Reference Period" means the period of five consecutive Trading Days specified for this purpose by the Notifying Bondholder in the relevant Investor Notice.

"Leading Institution" means any bank or financial institution which is a leading, internationally recognized market maker in trading exchangeable and/or convertible bonds.

Reference Period in respect of which the Quote for the Bonds is available, such Quote for the Bonds is less than 98 per cent. of the Closing Parity Value in respect of such Trading Day (and the fifth such Trading Day, the "Parity Event Occurrence Date" in respect of such Reference Period).

"Quote for the Bonds" on any Trading Day means:

(i) the mid Bloomberg Generic Price (or any successor thereto) per US\$ 200,000 in principal amount of Bonds as at the Close of Business on such Trading Day as displayed on or derived from Bloomberg page DE000A3L06J9 Corp HP (using the setting "LastPrice" or any successor page or setting), as determined by the Calculation Agent; or
(ii) if the Quote for the Bonds cannot be determined pursuant to clause (i) above, the mid-market price per US\$ 200,000 in principal amount of Bonds as displayed on or derived from any other page on Bloomberg or any successor to Bloomberg providing substantially similar data to those that would otherwise have been determined pursuant to clause (i) above, as determined by an Independent Expert; or
(iii) if the Quote for the Bonds cannot be determined pursuant to neither clause (i) nor (ii) above, the mid-market price per US\$ 200,000 in principal amount of Bonds as derived from any other public source (if any) providing substantially similar data to those that would otherwise have been determined pursuant to clause (i) above, as determined by an Independent Expert; or
(iv) if the Quote for the Bonds cannot be determined pursuantto neither clause (i), (ii) nor (iii) above, the arithmetic average of the mid-market prices per US\$ 200,000 in principal amount of Bonds as provided by two Leading Institutions selected by an Independent Expert (if any such prices are capable of being so obtained), all as determined by an Independent Expert.

"Reference Period" means a period of 10 consecutive Trading Days commencing on the second Trading Day following the Investor Notice Date.

§ 9 Procurement of Settlement Shares, Settlement Disruption

(a) The Ordinary Shares to be issued or delivered, as the case may be, upon execution of the conversion (the "Settlement Shares") will, at the sole discretion of the Issuer
- (i) either be newly issued by the Issuer; or
- (ii) be existing Ordinary Shares, held by the Issuer as treasury shares, of the same class as the new shares to be delivered by or on behalf of the Issuer, provided that such delivery of existing Ordinary Shares can be legally effected and does not impair the rights which the relevant Bondholder would otherwise have.

The Issuer will procure delivery of the Settlement Shares through the Principal Conversion Agent.

"Settlement Disruption Event" means an event beyond the control of the Issuer as a result of which the Clearing System cannot settle book-entry transfers of such Settlement Shares.

§ 10 Adjustment of the Conversion Price

(a) Capital Increase from Conversion of the Capital Reserve or Retained Earnings, Share Split or Combining of Shares and Capital Decrease.
- (i) If, prior to the relevant Settlement Date, the Issuer increases its share capital by way of conversion of the capital reserve or retained earnings by issuing new Ordinary Shares (other than constituting a Scrip Dividend), the Conversion Price will be adjusted in accordance with the following formula:

$$CP_a = \ \ CP \times \frac{N_o}{N_n}$$

Where:

CP^a = the adjusted Conversion Price;
CP = the Conversion Price in effect immediately prior to the Adjustment Date (subject to § 10(h));
Nn = the number of issued Ordinary Shares after the share capital increase; and
No = the number of issued Ordinary Shares before the share capital increase.

(ii) If, prior to the relevant Settlement Date, the Issuer:
- (A) increases the number of Ordinary Shares issued by reduction of the nominal amount per Ordinary Share (share split) or reduces the number of issued Ordinary Shares by increasing the nominal amount per share with no change in the share capital (reverse share split); or
- (B) reduces its share capital by combining Ordinary Shares,

the Conversion Price will be adjusted in accordance with § 10(a)(i) to the extent not otherwise provided for in § 10(a)(iii).

(iii) If, prior to the relevant Settlement Date, the Issuer decreases the share capital of the Issuer by way of a reduction of the nominal amount per Ordinary Share, the Conversion Price will not be

adjusted and will remain unchanged. In this case the relevantSettlementShares will be delivered with their respective new nominal amount per Ordinary Share.

No adjustment of the Conversion Price will be made in case of a capital decrease by cancelling Ordinary Shares held in treasury.

(b) Capital Increase against cash contributions with Subscription Rights. If, prior to the relevant Settlement Date, the Issuer increases its share capital through the issuance of new Ordinary Shares against cash contributions while granting its Shareholders a direct or indirect subscription right (rights issue) (other than constituting a Scrip Dividend), at consideration receivable per Ordinary Share which is less than 95 per cent. of the Share Price on the date on which the terms of such issue or grant are for the first time publicly announced, the Conversion Price will be adjusted in accordance with the following formula:

$$CP_a = \ CP \times \left[ \frac{N_o}{N_n} \times \left( \left\lfloor 1 - \frac{I+D}{M} \right\rfloor + \frac{I+D}{M} \right\rfloor \right]$$

Where:

CP^a = the adjusted Conversion Price;

CP = the Conversion Price in effect immediately prior to the Adjustment Date (subject to § 10(h));
Nn = the sum of (i) N^o (as defined below) and (ii) the maximum number of Ordinary Shares as may be issued pursuant to such share capital increase (determined on the basis of the number of issued Ordinary Shares before the share capital increase in respect of which such direct or indirect subscription right has been granted);
No = the number of issued Ordinary Shares on the Record Date of the share capital increase;
I = the subscription price of the new Ordinary Shares (translated (if necessary) into US dollars at the Relevant FX Rate on the Ex-Date) as determined by the Calculation Agent;
D = the dividend disadvantage (not discounted) (converted (if necessary) into US dollars at the Relevant FX Rate on the Ex-Date as determined by the Calculation Agent), if any, of the new Ordinary Shares compared to the existing Ordinary Shares on the Record Date of the share capital increase, as determined by the Calculation Agent; and
M = the Average Market Price.

There will be no adjustment of the Conversion Price if CP^a would, by applying the above formula, be greater than CP.

(c) Issue of Other Securities with Subscription Rights. If, prior to the relevant Settlement Date, the Issuer grants to its Shareholders direct or indirect subscription rights in relation to
- (i) any Ordinary Shares held in treasury (other than constituting a Scrip Dividend);
- (ii) any securities with subscription, option or conversion rights or conversion obligations in relation to Ordinary Shares (but excluding the granting of subscription rights in the course of share capital increases in accordance with § 10(b)); or
- (iii) any other debt securities, participation rights or other securities of the Issuer

(the securities listed in (i) through (iii) together, the "Other Securities"), the Conversion Price will be adjusted in accordance with the following formula:

$$CP_a = \text{ } \space CP \times \frac{M - F}{M}$$

Where:

CP^a = the adjusted Conversion Price;

CP = the Conversion Price in effect immediately prior to the Adjustment Date (subject to § 10(h));
M = the Average Market Price; and
F = the Fair Market Value of the direct or indirect rights to subscribe for such Other Securities to which a Shareholder is entitled per Ordinary Share on the Ex-Date of such grant,

provided that an adjustment will only be made if F > 0.

(d) Distributions. If, prior to the relevant Settlement Date, the Issuer distributes, allots or grants to its Shareholders:
- (i) any assets (not falling under clauses (ii), (iii) or (iv) below) including any dividend in kind but excluding any Cash Dividend and excluding any Spin-off Shares; or
- (ii) any Cash Dividend; or
- (iii) any debt securities, warrants or conversion rights (with the exclusion of the rights mentioned above in § 10(c));or
- (iv) any put options in the case of a repurchase of Ordinary Shares,

the Conversion Price will be adjusted in accordance with the following formula:

$$CP_a = \text{ } CP \times \frac{M - F}{M}$$

Where:

CP^a = the adjusted Conversion Price;
CP = the Conversion Price in effect immediately prior to the Adjustment Date (subject to § 10(h));
M = the Average Market Price;
F = the Fair Market Value of such assets, Cash Dividend, debt securities, warrants, conversion rights or put options distributed, allotted or granted per Ordinary Share to which a Shareholder is entitled on the Ex-Date of such distribution, allotment or grant,

provided that an adjustment will only be made if F > 0.

Several adjustments in accordance with § 10(d) will be made and calculated independently and separately of each other, even if the relevant resolutions and/or distributions are made on the same day.

(e) Merger or Split-up. If a merger or a split-up of the Issuer as transferor entity occurs prior to the relevant Settlement Date, each Bondholder will be entitled to receive equivalent rights in the transferee entity or entities.
(f) Demerger. If a demerger of the entire business or a part thereof of the Issuer or one or more of its Subsidiaries occurs prior to the relevant Settlement Date, the Conversion Price will be adjusted in accordance with the following formula:

$$CP_a = \text{ } CP \times \frac{M - F}{M}$$

Where:

CP^a = the adjusted Conversion Price;

CP = the Conversion Price in effect immediately prior to the Adjustment Date (subject to § 10(h));
M = the Average Market Price; and
F = the Fair Market Value of the number of Spin-off Shares to which a Shareholder is entitled per Ordinary Share, on the Ex-Date of the demerger,

provided that an adjustment will only be made if F > 0.

(g) If a merger of the Issuer as the acquiring entity, or a hive down of one asset or several assets by the Issuer, or an analogous event occurs prior to the relevant Settlement Date, the Conversion Price will remain unchanged.
(h) If adjustments of the Conversion Price are required under more than one of § 10(a), (b), (c), (d), (e) and/or (f), or if the calculation of an adjustment under one of these provisions is based on market values which are required to be adjusted under another of these provisions beforehand, then such adjustment will be made:
- (x) in the case of adjustments with the same Record Date, by applying, first § 10(a)(ii), second § 10(d), third § 10(a)(i), fourth § 10(b), fifth § 10(c), sixth § 10(e) and finally § 10(f), but only to the extent each such provision is applicable in accordance with its terms; and
- (y) in all other cases, by applying the relevant clauses in the sequence in which their Adjustment Dates occur.

If in any of the cases referred to in this § 10(h), the calculation of an adjustment under one of the clauses above is made subsequent to the application of any of the other clauses, and if the calculation of the second or any subsequent adjustment refers to the Average Market Price or theSharePrice in a period prior to the Ex-Date for a measure requiring adjustmentin accordance with the clause which is to be applied first, the Average Market Price or the Share Price for those periods, for purposes of the calculation of the subsequent adjustments, will be multiplied by the factor used for the multiplication of the preceding adjustment. To the extent that a Fair Market Value is to be calculated in consideration of the value of the Ordinary Share during such period, the Calculation Agent or an Independent Expert, as the case may be, will calculate the relevant Fair Market Value, where applicable, on the basis of the value of the Ordinary Share so adjusted.

(i) If

(x) the Issuer determines, or
(y) the Principal Paying Agent has received notices from Bondholders holding Bonds in an aggregate principal amount of atleast 10 per cent. of the aggregate principal amount of all Bonds then outstanding in which the Bondholders determine

that another adjustment for dilution should be made as a result of one or more events or circumstances not referred to above in § 10(a) to (h) (except for events or circumstances that are specifically excluded from the operation of § 10(a) to (h)), the Issuer will, at its own expense and in consultation with the Calculation Agent, request an Independent Expert to determine as soon as practicable what further adjustment (if any) is fair and reasonable to take accountthereof and the Adjustment Date. The Independent Expert will determine such adjustment (if any) which will take effect in accordance with such determination on the Adjustment Date.

No adjustments will be made in relation to the issuance of shares (including Ordinary Shares), stock options or convertible participation rights and/orstock ownership programs and/orsimilar

programs for any members of the management board (bestuur) (or, in the case of affiliates, their corporate bodies or boards) and/or employees of the Issuer and/or any of its affiliates.

No adjustments shall furthermore be made in relation to the issue of Ordinary Shares or Other Securities for which the subscription right of the Shareholders has been indirectly or directly excluded.

(j) Adjustments in accordance with this § 10 will become effective as of the beginning of the Adjustment Date.

"Adjustment Date" means:

(i) in the case of an adjustment in accordance with § 10(a), the date on which the relevant event triggering the adjustment becomes effective, as determined by the Calculation Agent;
(ii) in the case of an adjustment in accordance with § 10(b), § 10(c), § 10(d) or § 10(f), the relevant Ex-Date or, if later, the first date on which such adjustment is capable of being determined;
(iii) in the case of an adjustment in accordance with § 10(e), the date on which the merger or the split-up of the Issuer becomes effective; or
(iv) in the case of an adjustment in accordance with § 10(i), the date on which such adjustment becomes effective, as determined by the Independent Expert.

In the case of any Bond in respect of which the Conversion Right has been exercised no adjustments in accordance with this § 10 will be made if:

(i) the Adjustment Date falls on or after the relevant Settlement Date; or
(ii) the Record Date of the relevant event triggering an adjustment to the Conversion Price in accordance with § 10 falls on or after the relevant Settlement Date.
(k) Adjustments in accordance with this § 10 or § 11(c)(i) will be calculated by the Calculation Agent (unless otherwise specified), subject to § 13(c). The Conversion Price determined in accordance with this § 10 or § 11(c)(i), if not an integral multiple of US\$ 0.0001, will be rounded down to the nearest whole multiple of US\$ 0.0001, and any subsequent adjustment to the Conversion Price shall be made on the basis of such Conversion Price so rounded.
(l) Notwithstanding anything to the contrary in these Terms and Conditions, the Conversion Price applicable in respect of any exercise of Conversion Rights shall never be lower than the nominal amount per Ordinary Share prevailing on the relevant Conversion Date. If the Conversion Price in effect on such date is lower than such nominal amount per Ordinary Share, the Conversion Price applicable to such exercise shall instead be such nominal amount per Ordinary Share, and the Issuer will not be obliged to compensate the Bondholders by a cash payment or in any other way.
(m) In these Terms and Conditions, the following terms will have the following meanings:

"Cash Dividend" means any cash dividend or other cash distribution paid by the Issuer per Ordinary Share prior to deduction of any withholding tax.

be deemed to be a Cash Dividend in an amount determined in accordance with clause (ii) of the definition of the term "Fair Market Value".

"Fair Market Value" of a dividend, a subscription right or any other distribution, allotment or grant of securities (including Spin-off Shares), rights or other assets, on any FMV Date, means,

(i) if the Issuer pays to itsShareholders a Cash Dividend (other than aScrip Dividend) or distributes any other cash amount, the amount of such Cash Dividend or the amount of such other distribution in cash per Ordinary Share prior to deduction of any withholding tax on such FMV Date, as determined by the Calculation Agent;
(ii) in the case of a Scrip Dividend, the greater, as determined by the Calculation Agent, of the following amounts:
- (A) the cash amount thereof on such FMV Date; and
- (B) the value of the Ordinary Shares or other securities, rights or assets offered by the Issuer as an alternative to such cash amount. Such value will be equal to,
  - (I) in the case of Ordinary Shares,
    - (1) the fair market value of such Ordinary Shares on such FMV Date as calculated pursuant to the formula in clause (iii) below, or
    - (2) if the Scrip Determination Date falls on or after the Ex-Date of the Scrip Dividend, the product of the number of Ordinary Shares distributed per existing Ordinary Share and the arithmetic average of the daily Share Prices on the three consecutive Trading Days ending on and including the Trading Day immediately preceding the Scrip Determination Date (provided that if the Ordinary Share is quoted "cum" such Scrip Dividend on one or more of such Trading Days, the relevant daily Share Price on each such Trading Day shall be reduced by an amount equal to the fair market value of such Scrip Dividend on the Ex-Date of such Scrip Dividend), and
  - (II) in the case of other securities, rights or other assets, the fair market value of such other securities, rights or other assets, as determined pursuant to clause (iv) or, as the case may be, clause (v) below, on the later of the following days: (1) the Ex-Date of the Scrip Dividend and (2) the Scrip Determination Date, all as determined by the Calculation Agent;
(iii) in the case of Ordinary Shares (for the purposes of § 10(d)(i) or clause (ii)(B)(I)(1) above), the amount calculated by the Calculation Agent in accordance with the following formula:

$$F = \frac{M \times N}{(1 + N)}$$

Where:

F = the Fair Market Value on such FMV Date;
M = the Average Market Price; and
N = the number of Ordinary Shares distributed per existing Ordinary Share;
(iv) in the case of any other distribution, allotment or grant of other securities (including Spin-off Shares), rights or other assets which are publicly traded on a Relevant Market of adequate liquidity (as determined by the Calculation Agent), the number of such other securities, rights or other assets distributed, allotted or granted per Ordinary Share multiplied by the arithmetic average of the daily Security Prices of such security, right or other asset on the five Trading Days (or such shorter period as such securities, rights or other assets are publicly traded) beginning on such FMV Date (or, if later, the Adjusted FMV Date), as calculated by the Calculation Agent; or
(v) in the case of any other distribution, allotment or grant of other securities (including Spin-off Shares), rights or other assets which are not publicly traded on a stock exchange or securities market of adequate liquidity, the fair market value on such FMV Date of such other securities, rights or other assets distributed, allotted or granted per Ordinary Share as determined by an Independent Expert,

in each case translated (if necessary) into US dollars at the Relevant FX Rate on the relevant FMV Date (or the relevant Adjusted FMV Date, if applicable).

Where:

"Adjusted FMV Date" means the first such Trading Day on which the relevant securities, rights or other assets are publicly traded.

"FMV Date" means any date for which the Fair Market Value of any security, right or other asset is to be determined.

"Security Price" on any Trading Day means

(i) the volume-weighted average price of the relevant security, right or other asset on the Relevant Market on the relevant Trading Day
- (A) appearing on the Bloomberg screen page HP(setting "Weighted Average Line") for such security, right or other asset in respect of the Relevant Market and the relevant Trading Day on the Bloomberg information system (or any successor screen page or setting), or
- (B) if no such volume-weighted average price of the security, right or other asset is available as aforesaid from the Bloomberg information system,the volume-weighted average price of such security, right or other asset during the primary trading session on the Relevant Market on the relevant Trading Day as derived from the Relevant Market (or other appropriate source as determined by an Independent Expert), or
(ii) if no such volume-weighted average price of the security, right or other asset is available, the official closing price of the security, right or other asset as reported for the primary trading session on the Relevant Market on the relevant Trading Day, or
(iii) if no such official closing price of the security, right or other asset is reported on the Relevant Market on the relevant Trading Day, the last reported official quotation of the security, right or other asset on the Relevant Market, during the primary trading session on the relevant Trading Day, or
(iv) if no such quotations or prices are available, an Independent Expert will determine the Security Price on the basis of such quotations or other information as such Independent Expert considers appropriate; any such determination will be conclusive. Any reference in these Terms and Conditions to the Security Price will include, if the determination of the Security Price is discontinued, a reference to a quotation which replaces the Security Price (x) by operation of law or (y) on the basis of generally accepted market practice,

in each case translated (if necessary) into US dollars at the Relevant FX Rate on such Trading Day.

"Spin-off Shares" means the shares in the acquiring entity (or acquiring entities) which a shareholder of the Issuer is entitled to receive in the course of the demerger.

(n) The Issuer will give notice in accordance with § 14 of an adjustment to the Conversion Price pursuant to this § 10 or § 11(c)(i) and/or any other adjustment to the terms of the Conversion Right as soon as practicable.
(o) In making any calculation or determination of a Share Price, a Security Price, a Fair Market Value or an Average Market Price, adjustments (if any) shall be made as the Calculation Agent (provided that the Calculation Agent determines, in its sole discretion, that it is capable, acting in such Calculation Agent capacity, of performing such adjustment) or as an Independent Expert considers necessary and appropriate to reflect any issue of Ordinary Shares as a result of a share capital increase from the conversion of the capital reserve or retained earnings (§ 10(a)(i)), any share split/reverse share split of the Ordinary Shares or combining of Ordinary Shares (§ 10(a)(ii)), any issue of Ordinary Shares as a result of a share capital increase with subscription rights (§ 10(b)), any issue of Other Securities with subscription rights (§ 10(c)) or any similar event, or to take account (to the extent as such Independent Expert considers necessary and appropriate) of any distribution or other entitlement in respect of which the Ordinary Share is quoted "cum" or "ex" on the relevant day or during part or all of the relevant period.

§ 11 Acquisition of Control, Take-over Bid

(a) Acquisition of Control.
- (i) If an Acquisition of Control occurs (whether or not in the context of a Take-over Bid), the Issuer will, as soon as practicable after becoming aware thereof, fix the Control Record Date and give notice in accordance with § 14 of the Acquisition of Control, the Control Record Date and the adjusted Conversion Price determined in accordance with § 11(c)(i).
- (ii) If, during the Conversion Period, an Acquisition of Control occurs and a Bondholder validly exercises the Conversion Right in respect of any Bond during the relevant Acquisition of Control Conversion Period such that the Conversion Date falls on or prior to the last day of the Acquisition of Control Conversion Period, then the Conversion Price for purposes of § 8 will be the Conversion Price adjusted in accordance with § 11(c)(i).

(iii) If the Issuer gives notice in accordance with § 11(a)(i) of the Acquisition of Control, each Bondholder may, at its option, during the period from and including the date on which such notice is given and ending at 4:00 p.m. (Frankfurt time) on the date falling 10 Business Days prior to the Control Record Date, declare all or some only of its Bonds not previously converted or redeemed due by giving notice in accordance with § 11(a)(iv) which notice will take effect on the Control Record Date.
(iv) The relevant Bondholder must give the notice by delivering it in text form via its Custodian to the Principal Paying Agent in accordance with the rules and procedures of the Clearing System. The notice is irrevocable. The relevant Bondholder must provide evidence by means of a certificate from its Custodian or in any other appropriate manner that they are the holder of the respective Bond(s) at the time of giving the notice and deliver to the Principal Paying Agent the Bond(s) for which the put right is being exercised.

(b) Take-over Bid.

(i) If, during the Conversion Period, any Bidder publishes a Take-over Bid in accordance with § 14(2) WpÜG, the Issuer will give notice in accordance with § 14 of the Take-over Bid and of the prospective Acceptance Record Date as soon as practicable after becoming aware of the publication.
(ii) Conditional Conversion Notice
- (A) If (I) the Issuer gives notice in accordance with § 11(b)(i) of a Take-over Bid and if (II) the Acceptance Record Date falls on or prior to the last day of the Conversion Period, each Bondholder has the conditional right to convert each Bond in whole, but not in part, at the Conversion Price adjusted in accordance with § 11(c)(i) by delivering, at its own expense, a Conversion Notice that is conditional on the occurrence of an Acceptance Event and designated as conditional (the "Conditional Conversion Notice") using the then valid form of Conditional Conversion Notice obtainable from the Principal Conversion Agent. § 8(b)(i) shall apply mutatis mutandis to the Conditional Conversion Notice, subject to the following: the Conditional Conversion Notice must be received by the Principal Conversion Agent during the Conditional Conversion Notice Period, and it is irrevocable even if the acceptance period pursuant to § 16(1) WpÜG is extended after the submission of the Conditional Conversion Notice or if an Acquisition of Control occurs prior to the Settlement Date. Where any such Conditional Conversion Notice is validly submitted on a day which falls in more than one Conditional Conversion Notice

Periods, such notice shall specify in respect of which Take-over Bid the Conditional Conversion Notice applies.

(B) In addition, the Bondholder is required to deliver to the Principal Conversion Agent the Bonds to be converted in accordance with § 8(b)(ii) during the Conditional Conversion Notice Period. § 8(b)(ii) will apply mutatis mutandis to the delivery of Bonds in respect of a Conditional Conversion Notice.
(iii) If, on or prior to the last day of the Conversion Period, an Acceptance Event occurs and the requirements specified in § 11(b)(ii)(A) and (B) for the exercise of the conditional Conversion Right are fulfilled, then the following applies:
- (A) Any Conditional Conversion Notice becomes unconditional (and the Conversion Right in respect of the relevant Bonds shall be deemed to have been exercised pursuant to § 11(b)(ii) and (iii)) on the day on which the Acceptance Event occurs, regardless of whether that day is a Business Day.
- (B) The Issuer will give notice in accordance with § 14 of this fact, the adjusted Conversion Price determined in accordance with § 11(c)(i) and the Acceptance Record Date as soon as practicable after the publication by the Bidder of the announcement triggering the occurrence of the Acceptance Event.
- (C) The relevant Conversion Date will be determined in accordance with § 8(b)(iv)(C).
- (D) The number of Settlement Shares determined in accordance with § 11(d) and § 8(d)(i) must be transferred to the securities account of the converting Bondholder or its nominee specified in the Conditional Conversion Notice as soon as practicable after the occurrence of the Acceptance Event and no later than on the relevant Scheduled Settlement Date.
(iv) If it is certain that no Acceptance Event will occur, or if the Acceptance Event occurs after the last day of the Conversion Period, the Conditional Conversion Notice expires.
(v) If, during the Conditional Conversion NoticePeriod, a Bondholder delivers a Conversion Notice thatis not designated as a Conditional Conversion Notice, such notice will be treated as a normal Conversion Notice in accordance with § 8(a) or in accordance with § 8(a) in conjunction with § 11(a)(ii), if applicable, and § 11(b)(ii) and (iii) will not apply to such Conversion Notice.

If a Bondholder delivers to the Principal Conversion Agent the Conditional Conversion Notice and/or the Bonds to be converted after the end of the Conditional Conversion Notice Period, such notice likewise will be treated as a Conversion Notice in accordance with § 8(a) or in accordance with § 8(a) in conjunction with § 11(a)(ii),if applicable, and § 11(b)(ii) and (iii) will not apply to such Conversion Notice.

(vi) The conditional Conversion Right in accordance with this § 11(b) may not be exercised by a Bondholder if such Bondholder has terminated its Bonds in accordance with § 5(d), § 5(e), § 11(a)(iii) or § 12 or has submitted a Conversion Notice in accordance with § 8(a) or in accordance with § 11(a)(ii) in conjunction with § 8(a), if applicable.
(c) Adjustment of the Conversion Price.
- (i) If
(A) upon the occurrence of an Acquisition of Control, a Bondholder exercises its Conversion Right in accordance with § 8(a) in conjunction with § 11(a)(ii) such that the Conversion Date falls on or prior to the last day of the Acquisition of Control Conversion Period; or
(B) a Bondholder has validly submitted a Conditional Conversion Notice which has become unconditional in accordance with § 11(b)(iii)(A),

then the Conversion Price in respect of any such exercise of the Conversion Right (or the conditional Conversion Right, as the case may be) shall be adjusted as follows:

$$CP_a = \frac{CP}{1 + Pr \times \frac{c}{t}}$$

Where:

CP^a = the adjusted Conversion Price;
CP = the Conversion Price on the day immediately preceding the day on which the Acceptance Event or the Acquisition of Control, as applicable, occurs, subject to § 11(c)(iii);
Pr = the initial conversion premium of 44.0 per cent.;
c = the number of days from and including the date on which the Acquisition of Control or the Acceptance Event, as applicable, occurs to but excluding the Maturity Date, subject to § 11(c)(iii); and
t = the number of days from and including the date of issue of the Bonds to but excluding the Maturity Date.

(ii) Adjustment in accordance with clause (i) becoming effective

In the case of a Take-over Bid, the adjustment to the Conversion Price in accordance with this § 11(c) will become effective the date on which the Acceptance Event occurs.

(iii) Exclusion of multiple adjustments

In the case of a Take-over Bid, in which an Acceptance Event as well as an Acquisition of Control occurs,the ConversionPrice shall be adjusted in accordance with § 11(c)(i) only once.

In no event shall the Conversion Price be adjusted more than once in accordance with § 11(c)(i) during any period starting with the notice by the Issuer of an Acquisition of Control or a Take-over Bid and ending on the Control Record Date (in case of an Acquisition of Control) or the day of the settlement of the Take-over Bid (in case of a Take-over Bid).

(iv) § 10(k), (l) and (n) apply mutatis mutandis.
(d) Net Share Settlement following an Acceptance Event.
- (i) The Issuer, upon any valid exercise of the Conversion Rights in accordance with § 11(b), will, in respect of the Principal Amount per Bond,
  - (A) convert a portion of the Principal Amount as is equal to the number of Acceptance Event NetShares multiplied with the Conversion Price adjusted in accordance with § 11(c) into such number of Settlement Shares as is equal to the number of Acceptance Event Net Shares, and issue and/or deliver the number of Settlement Shares in accordance with § 8(d)(i) applied mutatis mutandis as soon as practicable after the occurrence of the Acceptance Event and no later than on the relevant Scheduled Settlement Date (subject to § 9(c)); and
  - (B) pay to the relevant Bondholder the Acceptance Event Cash Conversion Amount by transfer to the cash account specified in the relevant Conditional Conversion Notice as soon as practicable after the occurrence of the Acceptance Event and on the relevant Scheduled Settlement Date.
- (ii) On or prior to the Conversion Date the Calculation Agent will determine the Acceptance Event Cash Conversion Amount in accordance with this § 11(e)(ii).

"Acceptance Event Cash Conversion Amount" means the lower of the following amounts:

(A) the Principal Amount; and
(B) the Acceptance Event Conversion Value,

all as determined by the Calculation Agent.

$$AECV = AECR \times OP$$

Where:

"AECR" or "Acceptance Event Conversion Ratio" per Bond is equal to the Principal Amount divided by the Conversion Price adjusted in accordance with § 11(c); and

"OP" means the Offer Price, translated (if necessary) into US dollars at the Relevant FX Rate on the Acceptance Record Date.

(iii) On or prior to the Conversion Date the Calculation Agent will determine the Acceptance Event Net Shares in accordance with this § 11(d)(iii).

"Acceptance Event Net Shares" means,

(A) if the Acceptance Event Conversion Value is equal to or lower than the Principal Amount, zero; and
(B) if the Acceptance Event Conversion Value exceeds the Principal Amount, the number of Settlement Shares determined by the Calculation Agent in accordance with the following formula (rounded to the nearest whole multiple of 0.00001, with 0.000005 rounded upwards):

Where:

"B" means (x) the Acceptance Event Conversion Value minus (y) thePrincipal Amount; and

"OP" has the meaning set out in clause (ii) above.

(e) Definitions. In these Terms and Conditions, the following terms will have the following meanings:

"Acceptance Record Date" means the last day of the Initial Acceptance Period.

An "Acquisition of Control" will be deemed to have occurred:

(i) if after the date of issue of the Bonds any Person or Persons ("Relevant Person(s)") and/or any Person or Persons acting on behalf of any such Relevant Person(s), (irrespective of whether the management board or the supervisory board of the Issuer has given its consent thereto) acquire(s) Control of the Issuer (unless the acquirer is a credit institution, financial service provider or agent that acquires the relevant Ordinary Shares only temporarily in a transitory function in connection with the implementation of a capital measure or corporate action; or
(ii) in the event of a Mandatory Offer for Ordinary Shares of the Issuer a situation arises in which (x) Ordinary Shares of the Issuer already in the direct or indirect, legal and/or beneficial, ownership (within the meaning of the Dutch Act on Financial Supervision) of the Bidder and

(y) Shares in the Issuer in relation to which the Mandatory Offer has already been accepted, carry in aggregate 50 per cent. or more of the voting rights in the Issuer.

"Bidder" is the Person making the Take-over Bid or the Mandatory Offer.

(i) if the consideration comprises solely cash which is expressed by the Bidder in the relevant offer document as a single fixed amount in a single currency, the Offer Price shall be deemed to be such fixed cash amount in the currency in which it is so expressed by the Bidder (whether or not such cash amount may be subsequently paid to certain holders of the Ordinary Shares in another currency based on the exchange rate prevailing at or around the date of payment of such cash amount); and
(ii) in any other case, including without limitation if the consideration is a fixed cash amount expressed in more than one currency, if the consideration comprises shares, or if there is more than a single type of consideration, the Offer Price shall be the amount of any such consideration as at 4:00 pm (Frankfurttime) on the Acceptance Record Date, as determined by an Independent Expert.

§ 12 Termination Rights of the Bondholders

(a) Each Bondholder will be entitled to declare all or some only of its Bonds due and demand immediate redemption of such Bonds at the Principal Amount plus any accrued interest if any of the following events (each an "Event of Default") occurs:
- (i) the Issuer failsto pay principal or any other amountin respect of the Bonds within three Business Days from the relevant due date;
- (ii) the Issuer fails to duly perform any other obligation arising from the Bonds and such default, except where such default is incapable of remedy, continues unremedied for more than 60 calendar days after the Issuer (through the Principal Paying Agent) has received notice thereof from a Bondholder;
- (iii) (A) any Capital Markets Indebtedness of the Issuer or any Material Subsidiary is declared to be due and payable prior to its stated maturity as a result of any default (however described) and the aggregate amount of all Capital Markets Indebtedness referred to

herein reaches or exceeds US\$ 50,000,000 (or its equivalent in any other currency or currencies); or

(B) any Capital Markets Indebtedness of the Issuer or any Material Subsidiary is not paid when due and payable after expiration of any applicable grace period and the aggregate amount of all Capital Markets Indebtedness referred to herein reaches or exceeds US\$ 50,000,000 (or its equivalent in any other currency or currencies).
(iv) the Issuer or any Material Subsidiary suspends its payments in their entirety or announces its inability to meet its financial obligations;
(v) a competent court opens insolvency proceedings against the Issuer or any Material Subsidiary which is not dismissed or stayed within 60 days after the commencement thereof, or the Issuer or any Material Subsidiary institutes such a proceeding;
(vi) the Issuer ceases all or substantially all of its business operations or sells or otherwise transfers all or substantially all of its assets to third parties (except for any Subsidiary); or
(vii) the Issuer is wound up, unless this is effected in connection with a merger or another form of amalgamation with another company or in connection with a restructuring, and the other or the new company assumes all obligations of the Issuer arising under the Bonds.

The right to declare Bonds due will terminate if the situation giving rise to it has been cured before such right is exercised.

(b) Any notice declaring Bonds due in accordance with § 12(a) will be made by means of a declaration in text form in the German or English language to thePrincipalPaying Agent in accordance with the rules and procedures of the Clearing System. Evidence that such Bondholder at the time of such notice is a holder of the relevant Bonds shall be attached to the declaration. Such evidence can be provided by means of a certificate of the Custodian or in any other appropriate manner.
(c) In the event specified in § 12(a)(ii) or § 12(a)(iii), any notice declaring Bonds due shall, unless at the time such notice is received any of the Events of Default specified in § 12(a)(i) or § 12(a)(iv)-(vii) has occurred, become effective only when the Principal Paying Agent has received such default notices from the Bondholders representing at least 25 per cent. of the aggregate principal amount of the Bonds then outstanding.
(d) Termination notices received by the Principal Paying Agent after 4:00 p.m. (Frankfurt time) only become effective on the immediately succeeding Business Day.

§ 13 Paying Agents, Conversion Agents and Calculation Agent

The address of the specified offices of the Principal Paying Agent and the Principal Conversion Agent is:

Deutsche Bank Aktiengesellschaft, Taunusanlage 12, 60325 Frankfurt am Main, Federal Republic of Germany, Attention: Trust & Agency Services

In no event will the specified office of any Agent be within the United States.

(b) The Issuer will procure that there will be a Principal Paying Agent, a Principal Conversion Agent and a Calculation Agent at all times. The Issuer is entitled to appoint other banks of international standing as Paying Agents or Conversion Agents, or, in the case of the Calculation Agent only, a bank of international standing or a financial adviser with relevant expertise. Furthermore, the Issuer is entitled to terminate the appointment of any Agent. In the event of such termination or such Agent being unable or unwilling to continue to act as Agent in the relevant capacity, the Issuer will appoint another bank of international standing as Paying Agent or Conversion Agent, or, in the case of the Calculation Agent only, a bank of international standing or a financial adviser with relevant expertise. Such appointment or termination will be published as soon as practicable in accordance with § 14, or should this not be possible, be published in another appropriate manner.
(c) All determinations, calculations and adjustments made by any Agent will be made in conjunction with the Issuer and will, in the absence of manifest error, be conclusive in all respects and binding upon the Issuer and all Bondholders.

(d) Each Agent acting in such capacity, acts only as agent of, and upon request from, the Issuer. There is no agency or fiduciary relationship between any Agent and the Bondholders (only in the case of the Principal Conversion Agent except with respect to the execution of the conversion of the Bonds), and no Agent shall incur any liability as against the Bondholders or any other Agent.
(e) If the Issuer appoints an Independent Expert in accordance with these Terms and Conditions, § 13(c) and (d) shall apply mutatis mutandis to the Independent Expert.

§ 14 Notices

(a) The Issuer will, subject to § 17(f), publish all notices concerning the Bonds on its homepage (www.qiagen.com). Any such notice will be deemed to have been given when so published by the Issuer.
(b) If the Bonds are listed on any stock exchange at the initiative of the Issuer, and the rules of that stock exchange so require, all notices concerning the Bonds will be made in accordance with the rules of the stock exchange on which the Bonds are listed.
(c) In addition, the Issuer will deliver all notices concerning the Bonds to the Clearing System for communication by the Clearing System to the Bondholders.
(d) A notice effected in accordance with § 14(a) to (c) above will be deemed to be effected on the date on which the first such communication is, or is deemed to be, effective.

§ 15 Issue of Additional Bonds

aggregate principal amount of these Bonds. The term "Bonds" will, in the event of such increase, also comprise such additionally issued Bonds.

§ 16 Presentation Period

The period for presentation of the Bonds pursuant to § 801(1) sentence 1 BGB will be 10 years.

§ 17 Amendments to the Terms and Conditions, by resolution of the Bondholders; Joint Representative

(a) Amendment of the Terms and Conditions. The Issuer may amend the Terms and Conditions with the consent of a majority resolution of the Bondholders pursuant to § 5 et seqq. of the German Act on Issues of Debt Securities (Gesetz über Schuldverschreibungen aus Gesamtemissionen), as amended (the "SchVG"). In particular, the Bondholders may consent to amendments which materially change the substance of the Terms and Conditions, including such measures as provided for under § 5 paragraph 3 SchVG by resolutions passed by such majority of the votes of the Bondholders as stated under § 17(b) below. A duly passed majority resolution shall be binding equally upon all Bondholders. There will be no amendment of the Terms and Conditions without the Issuer's consent.
(b) Majority. Except as provided by the following sentence and provided that the quorum requirements are being met, the Bondholders may pass resolutions by simple majority of the voting rights participating in the vote. Resolutions which materially change the substance of the Terms and Conditions, in particular in the cases of § 5 paragraph 3 numbers 1 through 9 SchVG or relating to material other matters may only be passed by a majority of at least 75 per cent. of the voting rights participating in the vote (a "Qualified Majority").
(c) Passing of resolutions. The Bondholders can pass resolutions in a meeting (Gläubigerversammlung) in accordance with § 5 et seqq. SchVG or by means of a vote without a meeting (Abstimmung ohne Versammlung) in accordance with § 18 and § 5 et seqq. SchVG.
- (i) Attendance at the meeting and exercise of voting rights is subject to the Bondholders' registration. The registration must be received at the address stated in the convening notice no later than the third day preceding the meeting. As part of the registration, Bondholders must provide evidence of their eligibility to participate in the vote by means of a special confirmation of the Custodian in accordance with § 18(d)(i)(A) and (B) hereof in text form and by submission of a blocking instruction by the Custodian stating that the relevant Bonds are not transferable from and including the day such registration has been sent until and including the stated end of the meeting.
- (ii) Together with casting their vote, Bondholders must provide evidence of their eligibility to participate in the vote without a meeting by means of a special confirmation of the Custodian in accordance with § 18(d)(i)(A) and (B) hereof in text form and by submission of a blocking instruction by the Custodian stating that the relevant Bonds are not transferable from and including the day such vote has been cast until and including the day the voting period ends.
(d) Second Meeting. If it is ascertained that no quorum exists for the meeting in accordance with § 17(c)(i) or the vote without a meeting in accordance with § 17(c)(ii), in case of a meeting the chair (Vorsitzender) may convene a second meeting in accordance with § 18(4) sentence 2 and § 15 paragraph 3 sentence 2 SchVG or in case of a vote without a meeting the scrutineer (Abstimmungsleiter) may convene a second meeting within the meaning of § 15 paragraph 3 sentence 3 SchVG. Attendance at the second meeting and exercise of voting rights is subject to the Bondholders' registration. The provisions set out in § 17(c)(i) shall apply mutatis mutandis to Bondholders' registration for a second meeting.
(e) Bondholders' Representative. The Bondholders may by majority resolution provide for the appointment or dismissal of a bondholders' representative (the "Bondholders' Representative"), the duties and responsibilities and the powers of such Bondholders' Representative, the transfer of the rights of the Bondholders to the Bondholders' Representative and a limitation of liability of the Bondholders' Representative. Appointment of a Bondholders' Representative may only be passed by a Qualified Majority if such Bondholders' Representative is to be authorized to consent, in accordance with § 17(b) hereof, to a material change in the substance of the Terms and Conditions or other material matters.
(f) Publication. Any notices concerning this § 17 shall be made exclusively pursuant to the provisions of the SchVG.

§ 18 Final Clauses

(a) The form and content of the Bonds and the rights of the Bondholders and the obligations of the Issuer, including the choice of forum clause below, will in all respects be governed by the laws of the Federal Republic of Germany.
(b) Place of performance is Frankfurt am Main, Federal Republic of Germany.
(c) To the extent legally permitted, the courts of Frankfurt am Main, Federal Republic of Germany will have jurisdiction for any action or other legal proceedings arising out of or in connection with the Bonds. This is subject to any exclusive court of venue for specific legal proceedings in connection with the SchVG.
(d) Any Bondholder may in any proceedings against the Issuer or to which the Bondholder and the Issuer are parties protect and enforce in its own name the rights arising under the Bonds on the basis of:
- (i) a certificate issued by the Custodian
  - (A) stating the full name and address of the Bondholder;
  - (B) specifying the aggregate principal amount of Bonds credited on the date of such statement to such Bondholder's securities accounts maintained with the Custodian; and
  - (C) confirming thatthe Custodian has given a notice to the Clearing System and thePrincipal Paying Agent containing the information specified in (A) and (B) and bearing acknowledgements of the Clearing System and the relevant account holder in the Clearing System; as well as
- (ii) a copy of the Global Bond, certified as being a true copy by a duly authorized officer of the Clearing System or the Principal Paying Agent.

Annex B

Form of Global Bond

ISIN: DE000A3L06J9 Common Code: 289817557 German Securities Code (WKN): A3L06J

QIAGEN N.V.

with corporate seat (statutaire zetel) in Venlo, The Netherlands

(the "Issuer")

GLOBAL BEARER BOND

representing

up to USD [•] million (in words: [•] million US dollars) Convertible Bonds due 2031 convertible into ordinary registered shares of QIAGEN N.V.,

divided into bearer bonds in the principal amount of USD 200,000 each and ranking pari passu among themselves.

This global bearer bond (the "Global Bond") represents convertible bonds of the Issuer in the aggregate principal amount of up to USD [●], divided into Bonds in the principal amount of USD 200,000 each (the "Bonds"), and having the provisions specified, in the Terms and Conditions as annexed hereto. Definitive bonds representing the Bonds will not be issued. References in this Global Bond to the "Terms and Conditions" shall be to the Terms and Conditions as annexed hereto. Words and expressions defined or set out in the Terms and Conditions shall have the same meaning when used in this Global Bond.

The Issuer, subject to and in accordance with the Terms and Conditions, undertakes to deliver to the Bondholders upon conversion ordinary registered shares of the Issuer.

This Global Bond shall be deposited with Clearstream Banking AG, Frankfurt am Main ("Clearstream Frankfurt"), and is issued exclusively for the purpose of being held in safe custody by or for the account of Clearstream Frankfurt.

Clearstream Frankfurt is authorised to reduce the principal amount of this Global Bond by the aggregate of the principal amounts of the Bonds in relation to which the conversion has been exercised or which have been redeemed and cancelled. The relevant number of Bonds which are represented by this Global Bond will result from the relevant current electronic data documentation of Clearstream Frankfurt.

This Global Bond is governed by, and shall be construed in accordance with, German law.

Venlo, [●] September 2024

QIAGEN N.V.

By: By:

(Authorised Signatory) (Authorised Signatory)

Authentication Signature (withoutliability, warranty or recourse):

(Authorised Signatory)

[The Terms and Conditions must be annexed hereto.]

Annex C

Form of standard Conversion Notice for the Bonds

ISIN DE000A3L06J9 WKN A3L06J COMMON CODE 289817557

QIAGEN N.V.

with corporate seat (statutaire zetel) in Venlo, The Netherlands

(the "Issuer")

USD [•] million Convertible Bonds due 2031

(the "Bonds")

When completed, the holder of the Bonds shall deliver this Conversion Notice to its custodian bank (Depotbank) (the "Custodian") for further processing.

The Custodian shall forward the Conversion Notice by facsimile to be confirmed in writing or delivered in writing to the Principal Conversion Agent at the offices specified below:

To:

Deutsche Bank Aktiengesellschaft

Attention: Frankfurt Corpactions Taunusanlage 12 60325 Frankfurt am Main Federal Republic of Germany

Tel: + 49 69 910 30819

Fax: + 49 69 910 38672

Email: [email protected]; [email protected]

(the "Principal Conversion Agent")

Failure to deliver properly and completely this Conversion Notice (in the determination of the Principal Conversion Agent) may result in this Conversion Notice being treated as null and void. Expressions defined in the terms and conditions of the Bonds (the "Terms and Conditions") shall bear the same meaning herein.

I/We*, the Account Holder(s) specified in paragraph 1 below, being the Account Holder(s) of the Bond(s) referred to above, hereby exercise the right under the Bond(s) to convert such Bond(s) into ordinary registered shares in the Issuer (the "Shares") as more fully set forth in § 8 and § 9 of the Terms and Conditions.

1 Name(s), Date of birth, Address(es) and domicile (in case of legal persons) of Account Holder(s)

Name:
Date of birth:
Address (including fax number
and email address):

_____________________________

^* Delete as appropriate.

................................................................................................

2 Aggregate principal amount of Bonds to be converted:

Total number of Bonds to be converted ................................................................................................

3 Instructions to the Custodian

(a) I/We* hereby irrevocably authorise and instruct the Custodian to:

debit the principal amount of Bond(s) referred to above from the Account referred to below on the Conversion Date in relation to Bond(s) being converted held through Clearstream Banking AG ("Clearstream Frankfurt") or a participant thereof; and

debit the account referred to below with an amount equal to the costs and expenses referred to in 3(b) of this Conversion Notice and to pay such amount to the Principal Conversion Agent, respectively, in immediately available funds.

Name: ................................................................................................ Account: ................................................................................................

(b) Undertaking to pay stamp duty and other similar taxes

I/We* hereby undertake to pay all costs and expenses and any applicable stamp duty, stamp duty reserve tax and/or other similar taxes or duties due by reason of the conversion of the Bonds referred to in the Terms and Conditions and I/we* hereby authorise the Issuer to deduct any costs and expenses and any such taxes or duties from any amount payable by the Issuer to the Bondholder in connection with the conversion of such Bonds.

4 Settlement of the Conversion Right

I/We* irrevocably instruct the Principal Conversion Agent to make arrangements to (i) deliver the relevant number of Settlement Shares on behalf of the Issuer to the following securities account, and (ii) transfer the Cash Conversion Amount and any other cash sum I/we* are entitled to receive pursuant to the Terms and Conditions to the following US dollar denominated cash account, each with a bank or other financial intermediary.

The securities account to which the Settlement Shares should be transferred to has the following details.

Name:	………
Address:	………
	………
Account No.:	………
Bank Sort Code:	………
The US dollar denominated cash account to which any sum of cash should be transferred to has the following details.

Name: ……….................................................................. Address: ………..................................................................

	………
IBAN:	………
BIC:	………

5 Power of attorney for the Principal Conversion Agent

I/We* herewith grant power of attorney to the Principal Conversion Agent to represent me/us* in accordance with the instructions contained in the Conversion Notice in any way whatsoever in connection with the conversion of the Bonds. The Principal Conversion Agent is hereby granted exemption from the restrictions of § 181 of the German Civil Code (Bürgerliches Gesetzbuch) and any similar restrictions of the applicable laws of other countries in connection with the exercise of the Conversion Rights.

6 Representations

I/We* hereby represent and warrant that the Bonds referred to above are free from all liens, charges, encumbrances and other third party rights.

7 Certification of beneficial ownership by non-U.S. Persons

I/We* hereby represent and warrant that I/we* am/are* not, and* I/we* am/are* not exercising the Conversion Right on behalf of, a U.S. Person (as that term is defined in Regulation S under the U.S. Securities Act of 1933, as amended). I/We* certify that such Conversion Right is being exercised outside the United States (as such term is defined in Regulation S under the U.S. Securities Act of 1933, as amended).

8 Authorisation of production in proceedings

I/We* hereby authorise the production of this Conversion Notice in any administrative or legal proceedings instituted in connection with the Bond(s) to which this Conversion Notice relates.

Signed: Date:

Account Holder or authorised representative

Copies: one (1) to be retained by the Account Holder

Annex D Form of Conditional Conversion Notice for the Bonds

ISIN DE000A3L06J9 WKN A3L06J COMMON CODE 289817557

QIAGEN N.V.

with corporate seat (statutaire zetel) in Venlo, The Netherlands

(the "Issuer")

USD [•] million Convertible Bonds due 2031

(the "Bonds")

When completed, the holder of the Bonds shall deliver this Conditional Conversion Notice to its custodian bank (Depotbank) (the "Custodian") for further processing.

The Custodian shall forward the Conversion Notice by facsimile to be confirmed in writing or delivered in writing to the Principal Conversion Agent at the offices specified below:

To:

Deutsche Bank Aktiengesellschaft

Attention: Frankfurt Corpactions Taunusanlage 12 60325 Frankfurt am Main Federal Republic of Germany

Tel: + 49 69 910 30819 Fax: + 49 69 910 38672 Email: [email protected]; [email protected]

(the "Principal Conversion Agent")

Failure to deliver properly and completely this Conditional Conversion Notice (in the determination of the Principal Conversion Agent) may result in this Conditional Conversion Notice being treated as null and void. Expressions defined in the terms and conditions of the Bonds (the "Terms and Conditions") shall bear the same meaning herein.

1 Name(s), Date of birth, Address(es) and domicile (in case of legal persons) of Account Holder(s)

Name:
Date of birth:
Address (including fax number
and email address):

_____________________________

^* Delete as appropriate.

^3202808770

2 Aggregate principal amount of Bonds to be converted:

Total number of Bonds to be converted ................................................................................................

3 Instructions to the Custodian

(a) I/We* hereby irrevocably authorise and instruct the Custodian to:

debit the principal amount of Bond(s) referred to above from the Account referred to below on the Conversion Date in relation to Bond(s) being converted held through Clearstream Banking AG ("Clearstream Frankfurt") or a participant thereof; and

(b) Undertaking to pay stamp duty and other similar taxes

4 Instruction in case of a non-occurrence of an Acceptance Event

I/We* hereby irrevocably authorise and instruct the Principal Conversion Agent to redeliver the Bonds, if no Acceptance Event occurs.

Name:	………………………………………………………….
Securities Deposit Account:	………………………………………………………….
or
Nominee at a participant / account holder of the Clearing System:	………………………………………………………….

Securities Deposit Account: ………………………………………………………….

5 Settlement of the Conversion Right

The securities account to which the Settlement Shares should be transferred to has the following details.

Name:	………
Address:	………
	………
Account No.:	………
Bank Sort Code:	………

The US dollar denominated cash account to which any sum of cash should be transferred to has the following details.

Name:	………
Address:	………
	………
IBAN:	………
BIC:	………

6 Power of attorney for the Principal Conversion Agent

7 Representations

I/We* hereby represent and warrant that the Bonds referred to above are free from all liens, charges, encumbrances and other third party rights.

8 Certification of beneficial ownership by non-U.S. Persons

9 Authorisation of production in proceedings

I/We* hereby authorise the production of this Conversion Notice in any administrative or legal proceedings instituted in connection with the Bond(s) to which this Conversion Notice relates.

Signed: Date:

Account Holder or authorised representative

Copies: one (1) to be retained by the Account Holder

Signature Pages to the Agency Agreement

This Agency Agreement has been entered into on the date first stated above.

QIAGEN N.V.

/s/ Roland Sackers /s/ Melanie Prang

By: Roland Sackers By: Melanie Prang

Managing Director, CFO VP Head of Global Treasury and Insurances

DEUTSCHE BANK AKTIENGESELLSCHAFT

/s/ Bernd Birck /a/ Soren Lindequist

By: Bernd Birck, Vice President By: Soren Lindequist, Vice President

CONV-EX ADVISORS LIMITED

/s/ Francois Cormier /s/ Jan Stodieck

By: Francois Cormier, Executive Director By: Jan Stodieck, Vice President

EXECUTION VERSION

QIAGEN N.V.

as Issuer

and

BOFA SECURITIES EUROPE SA

and

GOLDMAN SACHS BANK EUROPE SE

and

DEUTSCHE BANK AKTIENGESELLSCHAFT

as Joint Global Coordinators and Joint Bookrunners

and

BNP PARIBAS

and

CITIGROUP GLOBAL MARKETS EUROPE AG

and

J.P. MORGAN SE

as Joint Bookrunners

SUBSCRIPTION AGREEMENT

relatingtothe QIAGEN N.V. up to USD 500 million Convertible Bonds due 2031 ISIN DE000A3L06J9 convertible into ordinary registered shares of

QIAGEN N.V.

1	Definitions and Interpretation3
2	Issue of the Bonds4
3	Bonds Offer, Subscription; Commissions, Costs and Expenses4
4	Closing; ConditionsPrecedent6
5	Selling Restrictions8
6	Quotation of the Bonds, Listing of the Settlement Shares8
7	Representations and Warranties8
8	Undertakings by theIssuer18
9	Indemnity 20
10	No Fiduciary Duties 21
11	Termination (Rücktritt) 22
12	Communications23
13	Product Governance24
14	Recognition of the U.S. Special Resolution Regimes25
15	Final Clauses25
16	Counterparts26
	Schedule 1 Form of Terms and Conditions of the Bonds27
	Schedule 2 Form of Global Bond64
	Schedule 3 Form of Pricing Agreement66
	Schedule 4 List of Documents to be delivered pursuant to Clause 4.2.9 and Clause 4.2.1076
	Schedule 5 Selling Restrictions77
	Schedule 6 Form of Closing Certificate79

THIS SUBSCRIPTION AGREEMENT (the "Agreement") is made on 3 September 2024 between:

(1) QIAGEN N.V., a public company with limited liability (naamloze vennootschap) incorporated under the laws of The Netherlands, having its corporate seat (statutaire zetel) in Venlo, The Netherlands, and having its registered office at Hulsterweg 82, 5912 PL Venlo, The Netherlands, and registered with the trade register of the Dutch Chamber of Commerce under number 12036979 (the "Issuer");
(2) BOFA SECURITIES EUROPE SA, 51 rue La Boétie, 75008 Paris, France ("Bofa" or the "Structuring Global Coordinator"), GOLDMAN SACHS BANK EUROPE SE, Marienturm, Taunusanlage 9-10, 60329 Frankfurt am Main, Germany and DEUTSCHE BANK AKTIENGESELLSCHAFT, Taunusanlage 12, 60325 Frankfurt am Main, Germany (together, the "Joint Global Coordinators"); and
(3) BNP PARIBAS, 16, boulevard des Italiens, 75009 Paris, France, CITIGROUP GLOBAL MARKETS EUROPE AG, Reuterweg 16, 60323 Frankfurt am Main, Germany and J.P. MORGAN SE, Taunustor 1 (TaunusTurm), 60310 Frankfurt am Main, Germany (together with the Joint Global Coordinators, the "Joint Bookrunners").

Recitals:

(A) The Issuer intends to issue Convertible Bonds due 2031, ISIN DE000A3L06J9, in an aggregate principal amount of up to USD 500 million (the "Bonds", which expression where the context so admits shall include the Global Bond (as defined below) to be delivered in respect of the Bonds).
(B) The Bonds will have the terms and conditions substantially in the form attached hereto as Schedule 1 (the "Terms and Conditions").
(C) The Bonds will, subject to and in accordance with the Terms and Conditions, be convertible by each holder of a Bond (the "Bondholders") into new or already existing fully paid ordinary registered shares (ISIN: NL0012169213) of the Issuer to be issued by the Issuer upon conversion of the Bonds from its authorised and unissued share capital or to be delivered by or on behalf of the Issuer in the form of existing shares held by the Issuer as treasury shares of the same class as the new shares (the "Settlement Shares"), provided that such delivery of existing shares can be legally effected and does not impair the rights which the relevant Bondholder would otherwise have.
(D) Pursuant to article 3.1 of the current articles of association of the Issuer (the "Articles"), the authorised share capital of the Issuer amounts to nine million Euro (EUR 9,000,000), which is divided into four hundred and ten million (410,000,000) ordinary shares with a nominal value of one Euro cent (EUR 0.01) each, forty million (40,000,000) financing preference shares with a nominal value of one Euro cent (EUR 0.01) each and four hundred and fifty million (450,000,000) preference shares with a nominal value of one Euro cent (EUR 0.01) each. At the date of this Agreement, the total issued share capital of the Issuer amounts to 223,904,429 ordinary shares with a nominal value of EUR 0.01 each (the "Existing Shares") and as such, 186,095,571 ordinary shares remain available for issue under the Issuer's current authorised share capital.
(E) The issuance of the Bonds have been resolved upon by the managing board of the Issuer in a written resolution dated 3 September 2024, and the grant of rights to acquire the Settlement Shares and the exclusion of pre-emptive rights relating thereto was resolved upon by the supervisory board of the Issuer in a written resolution dated 26 August 2024, in

accordance with the mandates granted by the general meeting of shareholders of the Issuer on 21 June 2024 (the "Authorisation").

(F) Payments and other functions in respect of the Bonds will be made or performed on behalf of the Issuer by the agents appointed under a paying, conversion and calculation agency agreement expected to be dated on or before the Closing Date (the "Agency Agreement") between the Issuer and such agents named therein (the "Agents").
(G) The Issuer and Clearstream Banking AG, Frankfurt ("Clearstream Frankfurt"), will, on or before the Closing Date, enter into a book-entry registration agreement pursuant to which the Issuer will appoint Clearstream Frankfurt as its book-entry registrar in respect of the Bonds and will agree to maintain a register showing the aggregate number of the Bonds represented by the Global Bond under the name of Clearstream Frankfurt, and Clearstream Frankfurt will agree, as agent of the Issuer, to maintain records of the Bonds credited to the accounts of the accountholders of Clearstream Frankfurt for the benefit of the holders of the co-ownership interests in the Global Bond, and the Issuer and Clearstream Frankfurt will agree, for the benefit of the holders of co-ownership interests in the Global Bond, that the actual number of Bonds from time to time shall be evidenced by the records of Clearstream Frankfurt (the "Book-Entry Registration Agreement").
(H) The Issuer is a public company with limited liability (naamloze vennootschap) incorporated under the laws of The Netherlands, having its corporate seat (statutaire zetel) in Venlo, The Netherlands, and having its registered office at Hulsterweg 82, 5912 PL Venlo, The Netherlands, and registered with the trade register of the Dutch Chamber of Commerce under number 12036979.
(I) The Joint Bookrunners will offer the Bonds to non-U.S. persons outside the United States of America (the "United States") within the meaning of and pursuant to Regulation S ("Regulation S") under the Securities Act for sale to institutional investors in an offshore international private offering, in reliance on an exemption from registration in the United States pursuant to Regulation S under the Securities Act (the "Bonds Offer").
(J) The Issuer has prepared and delivered to each Joint Bookrunner copies of
- (i) the launch term sheet used in the Bonds Offer, dated the day of this Agreement, describing the terms of the Bonds except for the pricing information (the "Launch Term Sheet"); and
- (ii) a form of the pricing term sheet describing the terms of the Bonds including the pricing information, which will be finally dated the Pricing Date (the "Pricing Term Sheet"),

each for use by such Joint Bookrunner in connection with the Bonds Offer.

(K) The Issuer will apply for the Bonds to be quoted on the open market segment (Freiverkehr) of the Frankfurt Stock Exchange (the "Open Market").

IT IS AGREED as follows:

1 Definitions and Interpretation

1.1 Inthis Agreement (including the recitals):

"Aggregate Principal Amount" means the final aggregate principal amount of the Bonds to be issued fixed in the Pricing Agreement;

"Business Day" means a day (other than a Saturday or a Sunday) on which (i) banks are open for business in Frankfurt am Main and (ii) the Clearing System settles payments;

"Clearing System" means Clearstream Frankfurt;

"Closing Date" means 10 September 2024 or such later date as the Issuer and the Joint Bookrunners may agree in writing;

"Commission" means the U.S. Securities and Exchange Commission;

"Contracts" means this Agreement, the Pricing Agreement, the Agency Agreement and the Book-Entry Registration Agreement;

"control" means the holding of more than 50 per cent. of the voting shares or other ownership interests of the relevant corporation or business entity;

"Conversion Period" means the conversion period as defined in § 1 of the Terms and Conditions;

"Global Bond" means the permanent global bearer bond representing the Bonds substantially in the form as set forth in Schedule 2 to this Agreement with the Terms and Conditions attached to it;

"Group" means the Issuer and its Subsidiaries taken as a whole;

"Issue Price" is a price in per cent. of the principal amount of the Bonds fixed in the Pricing Agreement;

"MAR" means Regulation (EU) No 596/2014 of the European Parliament and of the council of 16 April 2014 on market abuse (market abuse regulation as amended) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC, as amended from time to time;

"Material Adverse Change" means any change or any development or event involving a prospective change which is materially adverse to the business, shareholders' equity, assets, financial position and results of operations (Vermögens-, Finanz- und Ertragslage) or the prospects of the Issuer or the Group whether or not arising in the ordinary course of business;

"Material Adverse Effect" means any Material Adverse Change, or any material adverse effect on the ability of the Issuer to perform its respective obligations under this Agreement, the Contracts, or the Bonds, as the case may be, or which is otherwise material in the context of the issue of the Bonds;

"Offering Materials" means each of the following documents prepared by the Issuer and provided to the Joint Bookrunners for use by the Joint Bookrunners in connection with the Bonds Offer:

(i) the following documents announcing the Bonds Offer: the Launch Term Sheet (as defined above) and the launch ad-hoc release and launch press release each dated the date of this Agreement;
(ii) the form of Terms and Conditions;
(iii) the Pricing Term Sheet (as defined above), the pricing press release, and the reference price press release dated the Pricing Date;
(iv) any of the other documents or materials distributed or issued by the Issuer in connection with the Bond Offer (and any amendment or supplement to any of such documents);

"Previously Publicly Disclosed Information" means any information having been made public by or on behalf of the Issuer on or after 31 December 2023 under general corporate or other regulatory laws, rules or regulations or otherwise (including, but not limited to all filings required by the Frankfurt Stock Exchange, the New York Stock Exchange, the U.S. Securities and Exchange Commission, the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin), the Dutch Authority for the Financial Markets (Stichting Autoriteit Financiële Markten - AFM) and/or German law or Dutch law), in each case which may reasonably be expected to be taken into consideration by investors when making an investment decision in respect of the Bond Offer;

"Securities Act" means the U.S. Securities Act of 1933 (as amended);

"Settlement Lead Manager" means BofA Securities Europe SA; and

"Subsidiary" means a consolidated subsidiary of the Issuer.

1.2 References to capitalised terms not defined in this Agreement are to those terms as defined in the Terms and Conditions, as applicable, except where the context requires otherwise. Words importing the plural shall include the singular and vice versa.

2 Issue of the Bonds

2.1 Subject to the execution of the Pricing Agreement (as defined below), the Issuer agrees to issue the Bonds to the Joint Bookrunners and to deliver the Bonds to the Joint Bookrunners on the Closing Date.
2.2 The Bonds will be represented by a Global Bond. The Global Bond will not be exchangeable for definitive Bonds.

3 Bonds Offer, Subscription; Commissions, Costs and Expenses

3.1 The Joint Bookrunners will conduct the Bonds Offer, on a best efforts basis, during the bookbuilding period which is expected to take place on the date of this Agreement. For the avoidance of doubt, the Bonds Offer may be terminated following a termination of this Agreement in accordance with Clause 11.
- 3.1.1 The final terms and conditions of the Bonds, in particular the Aggregate Principal Amount, the Issue Price and the Conversion Premium will be determined in the bookbuilding process, and fixed in the pricing agreement to be entered into between

the Issuer and the Joint Bookrunners immediately following the completion of the Bonds Offer on the Pricing Date, as the Issuer and the Joint Bookrunners may agree, substantially in the form as set forth in Schedule 3 (the "Pricing Agreement"). None of the parties hereto shall be obliged to enter into the Pricing Agreement.

3.1.2 Without undue delay after such determination has been so made, the Issuer will announce the Reference Share Price and the initial Conversion Price (being the Conversion Premium fixed in the Pricing Agreement above the Reference Share Price).
3.2 Subject to the execution of the Pricing Agreement by all parties thereto, and subject to the terms and conditions of this Agreement and the Pricing Agreement, and subject to the satisfaction or waiver of the conditions precedent in accordance with Clause 4.2, each Joint Bookrunner will subscribe for its proportion of the Aggregate Principal Amount of the Bonds for which the Joint Bookrunners have successfully procured subscribers at the Issue Price on the Closing Date, namely:

Proportion

BofA Securities Europe SA	22.50 per cent.
Goldman Sachs Bank Europe SE	22.50 per cent.
Deutsche Bank Aktiengesellschaft	22.50 per cent.
BNP PARIBAS	10.83 per cent.
Citigroup Global Markets Europe AG	10.83 per cent.
J.P. Morgan SE	10.83 per cent.

3.3 The Joint Bookrunners will be severally liable (Einzelschuldner) and be neither joint debtors (Schuldner zur gesamten Hand) nor joint and several debtors (Gesamtschuldner) with respect to any of their obligations, nor joint creditors (Gesamtgläubiger) with respect to any of their rights, under this Agreement. Each of the Joint Bookrunners will acquire sole title to the Bonds which it subscribes pursuant to Clause 3.2 and Clause 3.4, if any, and there shall be no joint ownership in the Bonds by the Joint Bookrunners.
3.4 In connection with the Bonds Offer, each Joint Bookrunner and any of their respective affiliates (each acting as an investor for its own account) may take up Bonds and in that capacity may retain, purchase or sell Bonds for their own account and any other securities of the Issuer or related investments and may offer or sell such securities or other investments otherwise than in connection with the Bonds Offer. Accordingly, references in the Agreement to the Bonds being offered or placed should be read as including any offering of securities to each Joint Bookrunner and any of its respective affiliates acting in such capacity. The Joint Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.
3.5 Commissions; Costs and Expenses
- 3.5.1 Commissions:
  - (i) In consideration of the Joint Bookrunners' efforts regarding the Bonds Offer and the subscription and sale of the Bonds, the Issuer agrees to pay to the Joint Bookrunners a combined management, underwriting and selling commission of 0.70 per cent. of the gross proceeds of the Bonds Offer

calculated at the Issue Price (the "Base Fee"). The Base Fee will be split among the Joint Bookrunners equal to their respective quota set out in Clause 3.2.

(ii) The Issuer may, in addition to the Base Fee, pay at its sole discretion to the Joint Bookrunners an additional fee of up to 0.30 per cent. of the gross proceeds of the Bonds Offer calculated at the Issue Price (the "Discretionary Fee"). The Issuer will determine the amount of the Discretionary Fee, which may be zero, on or prior to the Closing Date and pay the Discretionary Fee no later than 30 calendar days following the Pricing Date at its sole discretion based upon the performance of the Joint Bookrunners. Any Discretionary Fee paid will be split among the Joint Bookrunners at the sole discretion of the Issuer.
3.5.2 Costs and Expenses: Irrespective of whether the Bonds Offer is consummated or not, the Issuer will be responsible for the costs and expenses of its legal counsel(s) and accountants, as well as all other expenses relating to the Bonds Offer including, but not limited to, public relations, advertising and listing fees, the fees for the use of bookbuilding software, fees of the Agent and the Clearing System and the fees and expenses of the Joint Bookrunners' legal counsel (which shall include such Joint Bookrunners' legal counsel's disbursements and any VAT), it being understood that such Joint Bookrunners' legal counsel's fees shall not exceed EUR 130,000 (including expenses of such Joint Bookrunners' legal counsel but excluding VAT).
3.5.3 The Base Fee will be due and payable to the Settlement Lead Manager on behalf of the Joint Bookrunners on the Closing Date and shall be deducted by the Settlement Lead Manager from the gross proceeds of the Bonds Offer and transferred to each Joint Bookrunner in the respective Amount.
3.5.4 All fees, costs and expenses payable to the Joint Bookrunners under this Agreement are to be made, free and clear of any set-off or claim and exclusive of Value Added Tax or any similar taxes ("VAT") and any withholding tax. All fees, costs and expenses charged by the Joint Bookrunners will be invoiced together with VAT, where applicable. The Issuer shall pay such additional amounts as shall be required so that the net amount received by the Joint Bookrunners after such deduction, withholding or imposition shall equal the amount otherwise due to the Joint Bookrunners. Expenses shall become due and payable within ten Business Days after the Issuer has received from the Settlement Lead Manager on behalf of the Joint Bookrunners an invoice specifying such expenses.
3.6 Execution of this Agreement by each Joint Bookrunner constitutes acceptance by it of the ICMA Agreement Among Joint Bookrunners Version 2 German law version, save that clause 3 thereof shall not apply and subject to any other amendment notified to the Joint Bookrunners by the Joint Global Coordinators in writing at any time prior to the date of this Agreement, and provided that references therein to "Lead Manager" shall be deemed to be to each Joint Global Coordinator.

4 Closing; Conditions Precedent

4.1 Closing

4.1.1 The Issuer will cause the Global Bond representing the Bonds to be delivered in or substantially in the form set out herein, duly executed and authenticated, to the

Clearing System no later than 2.00 p.m. (Frankfurt am Main time) two Business Day before the Closing Date.

4.1.2 At 10.00 a.m. (Frankfurt am Main time) (or such other time as may be agreed between the Issuer and the Joint Bookrunners) on the Closing Date, the Issuer will cause the Bonds to be transferred to the Settlement Lead Manager on behalf of the Joint Bookrunners, by way of book-entry transfer to the relevant account of the Settlement Lead Manager maintained with the Clearing System (as separately notified by the Settlement Lead Manager to the Issuer prior to the Closing Date) or as the Settlement Lead Manager may otherwise direct the Issuer no later than two Business Days prior to the Closing Date.
4.1.3 Against transfer of the Bonds in accordance with Clause 4.1.2, the Settlement Lead Manager on behalf of the Joint Bookrunners will pay or cause to be paid to the Issuer the aggregate purchase price payable for the Bonds, being the Issue Price. Such payment shall be made by the Settlement Lead Manager on behalf of the Joint Bookrunners, in US dollars in immediately available funds to such account as shall be notified by the Issuer to the Settlement Lead Manager on behalf of the Joint Bookrunners, evidence of such payment taking the form of a confirmation by the Settlement Lead Manager that it has made the relevant payment to the Issuer.
4.2 Conditions Precedent: The obligations of the Joint Bookrunners under this Agreement and the Pricing Agreement are conditional upon:
- 4.2.1 on each of the date hereof, the date of the Pricing Agreement and the Closing Date, all representations and warranties made by the Issuer in this Agreement being true and correct, and as if made, at the date of this Agreement, the date of the Pricing Agreement and the Closing Date;
- 4.2.2 the Issuer having performed all of its obligations under this Agreement on or before the Closing Date and not being in breach of any provision of this Agreement;
- 4.2.3 no Force Majeure Event (as defined in Clause 11.1.3) having occurred on or before the Closing Date;
- 4.2.4 no action having been taken and no statute, rule, regulation or order having been enacted, adopted or issued by any governmental or regulatory authority that would prevent the issuance and sale of the Bonds; and no preliminary injunction or order of any court having been applied for or served on the Issuer prohibiting or substantially inhibiting the Issuer from executing the transactions contemplated in this Agreement;
- 4.2.5 the Issuer having validly executed all Contracts on or before the Closing Date;
- 4.2.6 the Authorisation remaining in full force and effect without modification;
- 4.2.7 the Issuer having signed the Global Bond and delivered it to the Clearing System in accordance with the Agency Agreement on the Business Day immediately preceding the Closing Date;
- 4.2.8 there having been, as at the Pricing Date and the Closing Date, no Material Adverse Change, and no development reasonably likely to result in a Material Adverse Change, since the time of the execution of this Agreement;
4.2.9 the Settlement Lead Manager on behalf of the Joint Bookrunners having received the documents set out in paragraph 1 of Schedule 4 no later than on the Pricing Date and prior to the signing of the Pricing Agreement; and
4.2.10 the Settlement Lead Manager on behalf of the Joint Bookrunners having received the documents set out in paragraph 2 of Schedule 4 no later than at 10.00 a.m. (Frankfurt am Main time) on the Closing Date.
4.3 Waiver: The Joint Bookrunners acting jointly may, at their discretion and upon such terms as they see fit, waive compliance with the whole or any part of Clause 4.2 and Schedule 4.

5 Selling Restrictions

Each Joint Bookrunner, severally and not jointly, represents and warrants that it has complied, and agrees that it will comply, with the selling restrictions set out in Schedule 5.

6 Quotation of the Bonds, Listing of the Settlement Shares

6.1 Quotation of the Bonds: The Issuer will, with the assistance of an admission agent to be appointed by the Issuer, at its own expense, cause to be made an application for the Bonds to be admitted to trading on the Open Market at the latest within six weeks after the Closing Date. In connection with such application, the Issuer shall provide the admission agent appointed by it with all information or acts necessary to obtain such inclusion as promptly as practicable and take such other steps as may be required for the purpose of obtaining and maintaining such admission. The Issuer will use its reasonable endeavours to obtain and maintain such quotation for as long as any Bond is outstanding.
6.2 Listing of the Settlement Shares: The Issuer undertakes to procure that any Settlement Shares to be issued or delivered, as the case may be, upon conversion of the Bonds subject to and in accordance with the Terms and Conditions will, upon issue or delivery as provided in the Terms and Conditions, have been admitted to trading on the New York Stock Exchange and the Prime Standard of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse).

7 Representations and Warranties

7.1 Representations and Warranties in respect of the Issuer: The Issuer hereby represents and warrants to each of the Joint Bookrunners by way of an independent guarantee irrespective of fault (selbständige verschuldensunabhängige Garantiehaftung) that, as of the date of this Agreement, as of the Pricing Date and as of the Closing Date:

7.1.1 Capacity, Validity, Consents

(i) the Issuer is a limited liability company (naamloze vennootschap) duly established, incorporated and validly existing under the laws of The Netherlands and each Subsidiary has been duly incorporated and is validly existing and in good standing, where applicable, under the laws of its jurisdiction of incorporation and under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, other than where the failure to have such power or be so qualified, or in good standing would not have a Material Adverse Effect, each with full power and authority to own its assets and to conduct its business as described in the Articles and the Offering Materials. The Existing Shares are

admitted to trading on the New York Stock Exchange and on the Prime Standard of the Frankfurt Stock Exchange;

(ii) the Issuer is not in insolvency or liquidation and no reasons for the opening of insolvency proceedings exist;
(iii) the Issuer has full power and capacity to enter into this Agreement, to issue the Bonds free and clear of all liens, encumbrances, claims or other third party rights, to execute the Contracts, to undertake and perform all obligations expressed to be assumed by it in this Agreement, under the Bonds and under the Contracts and any related agreements to the full extent and to issue the Settlement Shares to be issued upon conversion of the Bonds;
(iv) (a) this Agreement has been duly authorised by all required corporate action by and on behalf of the Issuer, executed and delivered by the Issuer and constitutes, and on the Pricing Date and on the Closing Date will constitute, valid, legally binding and enforceable obligations of the Issuer in accordance with its terms, and (b) the other Contracts have been, or will prior to their execution by the Issuer be, duly authorised by all required corporate action by and on behalf of the Issuer and on the date of their respective execution, on the Pricing Date (if they have been executed by then) and on the Closing Date will constitute valid, legally binding and enforceable obligations of the Issuer in accordance with their terms, subject in each case to the laws of insolvency or bankruptcy, applicable overriding mandatory provisions of Dutch law and other laws affecting the rights of creditors generally;
(v) the issuance of the Bonds have been duly authorised by the Issuer and, when duly executed, authenticated and delivered, will constitute valid, enforceable and legally binding obligations of the Issuer and upon delivery of such Bonds and payment therefor, good and valid title to such Bonds, free and clear of all liens, encumbrances, claims or other third party rights, will pass to the several Joint Bookrunners and there are no restrictions on subsequent transfers of the Bonds under the laws of The Netherlands, the United States or Germany or the Articles or other constituent documents of the Issuer except as described in the Offering Materials;
(vi) (a) as of the date hereof, except for the actions contemplated by the Contracts which are due after the date hereof (including the actions and the provisions of documents set out in Schedule 4), all licences, consents, approvals, authorisations, orders and clearances from all regulatory authorities required by the Issuer, for or in connection with, the Bonds Offer, the creation of the Bonds, the execution and issue of, and compliance by the Issuer with the terms of the Bonds and the execution of, and compliance with, the terms of, this Agreement and the Contracts and the issue of the Settlement Shares to be issued upon conversion of the Bonds, have been obtained and are in full force and effect and (b) as of the Closing Date, all licences, consents, approvals, authorisations, orders, and clearances from all regulatory authorities required by the Issuer, for or in connection with, the creation of the Bonds, the Bonds Offer and the execution and issue of, and compliance by the Issuer with the terms of, the Bonds and the execution of, and compliance with, the terms of, this Agreement and the Contracts, and

the issue and delivery of the Settlement Shares to be issued upon conversion of the Bonds, have been obtained and are in full force and effect, in each case except for lodging by the Issuer with Clearstream Frankfurt of one or more duly signed global share certificates (together with global dividend coupon(s), if applicable) representing the Settlement Shares and the listing of the Settlement Shares as provided in Clause 6.2;

(vii) the execution and delivery of the Contracts, the Bonds Offer, the issue of the Bonds, the carrying out of the other transactions contemplated by the Contracts and compliance with their respective terms do not and will not (a) conflict with or result in a breach of any of the provisions of the Articles or other constituent documents of the Issuer or of any Subsidiary, (b) conflict with or result in a breach of any agreement or instrument to which the Issuer is a party or by which it or its properties is bound, or (c) infringe any existing applicable law, rule, regulation, judgment, order or decree of any government, governmental body or court, domestic or foreign, having jurisdiction over the Issuer or any of its properties, except, with respect to (b) and (c) above only, for any such conflicts, breaches or infringements that wouldnot,individuallyor intheaggregate, resultina Material Adverse Effect;
(viii) neither the Issuer nor any Subsidiary is (a) in violation of its articles of association or other constituent documents or (b) in default in the performance or observance of any obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound except, in the case of (ii), where such default or non observance would not, individually or in the aggregate, have a Material Adverse Effect;

7.1.2 Capitalisation, Shares, Authorised Share Capital

(i) all Existing Shares have been duly authorised (i.e. their issue has been approved by all necessary corporate action), validly issued with all preemptive rights complied with or validly limited or excluded and are fully paidup and all of the issued shares of capital stock of each Subsidiary (except for directors' qualifying shares) are owned directly or indirectly by the Issuer free and clear of all liens, encumbrances, equities or claims;
(ii) except as described in the Previously Publicly Disclosed Information:
- (a) there are no securities or other rights in issue of the Issuer or any of its Subsidiaries which are convertible into or exchangeable for shares in the share capital of the Issuer;
- (b) there are no claims against the Issuer to buy or any obligations of the Issuer or any of its Subsidiaries to issue, any shares in the share capital of the Issuer; and
- (c) there are, or will be, as the case may be, no restrictions on the transfer or voting of any of the Settlement Shares in the share capital of the Issuer pursuant to the Articles or any agreement to which the Issuer is a party;
(iii) the Settlement Shares to be issued or delivered, as the case may be, upon conversion of the Bonds subject to and in accordance with the Terms and Conditions will be validly issued or delivered, as the case may be, and fully paid up from the principal amount of the Bonds and entitled to dividends from the moment they are issued;
(iv) the Issuer has available for issue and has the required authority to subscribe, free from pre-emption rights accruing to shareholders in respect of such issue, sufficient authorised share capital to enable the conversion rights attaching to the Bonds to be satisfied in full pursuant to and subject to and in accordance with the Terms and Conditions;
(v) all pre-emptive rights accruing to existing shareholders of the Issuer in connection with the offer, issue and the sale of the Bonds have been, or will at the time of signing the Pricing Agreement have been, validly excluded;
(vi) the Existing Shares are admitted to trading on the stock exchange(s) referred to in Clause 6.2. The Existing Shares are freely tradable on such stock exchange(s) and at the date of this Agreement and at the Closing Date, the Issuer is, or will be, in compliance with, and will continue to comply, with all applicable listing rules relating to the Existing Shares, and it has made and will continue to make all applicable regulatory filings in respect of the listing and admission to trading of the Existing Shares;
(vii) the Settlement Shares to be issued or delivered, as the case may be, upon conversion of the Bonds subject to and in accordance with the Terms and Conditions will rank pari passu with, and will be of the same class as, the Existing Shares on the relevant Settlement Date (as defined in the Terms and Conditions) (except that the dividend entitlement may vary as described in the Terms and Conditions);
(viii) the Settlement Shares will be free of any rights of any third person and freely transferable;
(ix) the statements made in the Recitals (D), (E) and (H) are correct;

7.1.3 Financial Information, Proceedings, Insurance

(i) the consolidated financial statements of the Issuer and its consolidated subsidiaries as of 31 December 2023 and 31 December 2022 and for the years ended 31 December 2023, 2022 and 2021 (the "Audited Financial Statements"), the unaudited condensed consolidated financial statements and schedules of the Issuer and its consolidated subsidiaries as of and for the three months ended 31 March 2024 and the unaudited condensed consolidated financial statements and schedules of the Issuer and its consolidated subsidiaries as of and for the three and six months ended 30 June 2024 (together, the "2024 Interim Financial Statements") in the Previously Published Disclosure Information present fairly in all material respects the financial condition, results of operations and cash flows of the Issuer as of the dates and for the periods indicated, comply as to form with the applicable accounting requirements of the Securities Act and the related rules and regulations adopted by the Commission, and have been prepared in conformity with generally accepted accounting principles in the United

States ("U.S. GAAP") applied on a consistent basis throughout the periods involved (except as otherwise noted therein) the 2024 Interim Financial Statements have been prepared on a basis consistent with that of the Audited Financial Statements;

(ii) KPMG AG Wirtschaftsprüfungsgesellschaft, have audited and issued an unqualified audit opinion (uneingeschränkte Bestätigungsvermerke) with regard to Audited Financial Statements;
(iii) Since 31 December 2023, the Issuer has made public all information required to be made public by applicable law and regulation. No Previously Publicly Disclosed Information made public by or on behalf of the Issuer since 31 December 2023 (save to the extent amended in or superseded by subsequent Previously Publicly Disclosed Information) contains an untrue statement of material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and all forecasts, estimates, expressions of opinion, intention and expectation contained in the Previously Publicly Disclosed Information were when made and remain fairly and honestly held and were made after due and careful consideration based on reasonable grounds and there were no other facts known, or which on reasonable enquiry could have been known, to the Issuer, the omission of which would make any statement or expression therein misleading or which were or might have been material in the context in which the document or the announcement was issued;
(iv) neither the Issuer nor any of its Subsidiaries has entered into any Off-Balance Sheet Arrangements that could be considered as material in respect of the Group. For purposes of this Clause 7.1.3(iv), "Off-Balance Sheet Arrangements" means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the Issuer is a party under which the Issuer or any of its Subsidiaries has (a) any obligation under a guarantee contract pursuant to which the Issuer or any of its Subsidiaries could be required to make payments to the guaranteed party including, without limitation, any standby letter of credit, market value guarantee, performance guarantee, indemnification agreement (other than indemnification obligations arising from standard business agreements), keep-well or other support agreement, (b) any retained or contingent interest in assets transferred to such unconsolidated entity that serves as credit, liquidity or market risk support to the entity in respect of such assets, (c) any variable interest held in such unconsolidated entity where such entity provides financing, liquidity, market risk or credit risk support to, or engages in leasing, hedging or research and development services with the Issuer or any of its Subsidiaries, and (d) any other similar liability or obligation (whether absolute, accrued, contingent or otherwise) that in any of the cases (a) through (d) would not be required to be reflected in the Issuer's consolidated financial statements under U.S. GAAP or the notes thereto;
(v) save as disclosed in the Previously Publicly Disclosed Information, there has been no Material Adverse Change since 31 December 2023;
(vi) save as disclosed in the Previously Publicly Disclosed Information, there are no pending legal or governmental proceedings, actions or suits against or affecting either the Issuer or any member of the Group, or, to the knowledge of the Issuer, investigations pending to which the Issuer or any Subsidiary is a party or of which any property of the Issuer or any Subsidiaries is the subject, which, if determined adversely to it, would alone or in the aggregate have a Material Adverse Effect; and to the best of the Issuer's knowledge no such proceedings, actions or suits are threatened or contemplated;
(vii) all information provided by the Issuer and/or its representatives to the Joint Bookrunners and the Joint Bookrunners' legal counsel with respect to the Bonds Offer in oral or written form is in all material respects true and correct and not misleading;
(viii) the Issuer and each Subsidiary have paid all material federal, state, local, Dutch and other non-U.S. taxes and filed all material tax returns required to be paid or filed through the date hereof, except for any taxes which are being contested in good faith by appropriate proceedings for which adequate reserves have been provided. There is no material tax deficiency that has been, or could reasonably be expected to be, asserted against the Issuer or any Subsidiary or any of their respective properties or assets;

7.1.4 Bonds, Offering Materials

(i) the Bonds have been duly authorised (i.e. their issue has been approved by all necessary corporate action) and issued by the Issuer and, when duly issued, authenticated, executed and/or delivered, will constitute direct, unconditional, unsecured, valid and legally binding obligations of the Issuer;
(ii) the Bonds will rank as set forth in § 3(a) of the Terms and Conditions;
(iii) no stamp or other duty or similar tax is assessable or payable in, and no withholding or deduction for or on account of, any taxes, duties, assessments or governmental charges of whatever nature is required to be made by or within Germany, The Netherlands or other subdivision of or authority therein or thereof having power to tax, in each case in connection with the authorisation, execution or delivery of the Bonds or, other than as disclosed in the Launch Term Sheet and provided that upon issue of the Settlement Shares, the nominal value of each Settlement Share will be paid up out of the Aggregate Principal Amount, the performance of the obligations of the Issuer under the Contracts and the Bonds or any payment it may make or be required to make on the Bonds, unless as required by the Dutch Withholding Tax Act 2021 (Wet bronbelasting 2021);
(iv) the information in the Offering Materials is true and correct and not misleading. There are no other facts with respect to the Issuer or the Bonds the omission of which would, in the context of the issue of the Bonds, make any information contained in the Offering Materials misleading in any material respect and the Issuer has made all reasonable enquiries to ascertain all facts material for the purposes of the Offering Materials and to verify the accuracy of all such statements;

(v) no event has occurred or circumstance arisen which, had the Bonds already been issued, might (whether or not with the giving of notice and/or the passage of time and/or the fulfilment of any other requirement) constitute an Acquisition of Control, give rise to an adjustment of the Conversion Price in accordance with § 10 of the Terms and Conditions or constitute an event of default giving rise to a termination right of the Bondholders pursuant to § 12 of the Terms and Conditions;

7.1.5 Compliance general

(i) except for the transactions contemplated by this Agreement or the Contracts, the Issuer is not aware of any inside information as defined in Article 7 of the MAR with respect to the Issuer, the Group, the Bonds or the Existing Shares that is required to be published in accordance with Article 17 of the MAR; the Issuer does not make use of its rights under Article 17(4) of the MAR or any other applicable laws or regulations in relation to the Issuer, the Group, the Bonds or the Existing Shares to temporarily exempt itself from its obligation to publicly disclose inside information relating to itself;
(ii) except, in respect of limbs (b) and (c), in respect of certain matters either already in the public domain or otherwise not material for disclosure to potential investors in the Bonds and disclosed in a letter from Philipp von Hugo dated 3 September 2024, none of the Issuer, nor any of its Subsidiaries, nor any director, officer or, to the knowledge of the Issuer, agent, employee, or Affiliate (other than any Subsidiary) of the Issuer or its Subsidiaries is an individual or entity ("Person"):
- (a) with whom dealings are restricted or prohibited by, or are sanctionable under, any economic sanctions or trade restrictions administered or enforced by the U.S. government (including, without limitation, those administered or enforced by the U.S. Department of Treasury's Office of Foreign Assets Control, the U.S. Department of Commerce, or the U.S. Department of State), the United Nations Security Council, the European Union, His Majesty's Treasury, The Netherlands, or any other authority with jurisdiction over the Issuer or any of its Subsidiaries (collectively, "Sanctions", and each such Person, a "Sanctioned Person"); or
- (b) located, organized, operating or resident in a country or territory that is the subject of Sanctions (currently Russia, the Crimea region, and the regions of Donetsk, Luhansk and Zaporizhzhia Oblast, Cuba, Iran, North Korea, Sudan, and Syria) (each, a "Sanctioned Country"), save as disclosed in "Appendices —Disclosure pursuant to Section 219 of the Iran Threat Reduction & Syria Human Rights Act (ITRA)" of the 2023 20-F; or
- (c) owned or controlled by, or acting on behalf of, a Person identified in (a) or (b);

and the Issuer, its Subsidiaries and its directors, officers, and to the knowledge of the Issuer, its agents, employees and Affiliates (other than Subsidiaries) are currently in compliance with, and at all times within the past five years have been in compliance with, and have not engaged nor plan to

engage in any conduct sanctionable under, any applicable Sanctions laws, and there are not now, nor have there been within the past five years, any formal or informal proceedings, allegations, investigations, or inquiries pending, expected or, to the knowledge of the Issuer, threatened against the Issuer, its Subsidiaries, or the directors and officers of the Issuer and its Subsidiaries, or, to the knowledge of the Issuer, its Affiliates (other than Subsidiaries), or, to the knowledge of the Issuer, any of the employees of the Issuer, its Subsidiaries or other Affiliates concerning violations or potential violations of, or conduct sanctionable under, any Sanctions and the Issuer, its Subsidiaries and, to the knowledge of the Issuer, its Affiliates (other than Subsidiaries) have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance with Sanctions; any provision of this Clause (ii) shall not apply if and to the extent it is illegal, invalid or unenforceable as a result of any applicable Blocking Regulation or German law (including section 7 of the German Foreign Trade and Payments Ordinance, Außenwirtschaftsverordnung, as amended) and, in such case, the legality, validity and enforceability of this Clause (ii) shall not otherwise be affected;

for purposes of this Agreement, "Blocking Regulation" means any provision of Council Regulation (EC) No 2271/1996 of 22 November 1996, as amended (or any law or regulation implementing such Regulation in any member state of the European Union), Council Regulation (EC) No 2271/1996 as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, or any similar blocking or antiboycott law, regulation or statute in force from time to time;

(iii) neither the Issuer nor any of its Subsidiaries, nor any director of the Issuer or any of its Subsidiaries, nor, to the knowledge of the Issuer, any agent, Affiliate (other than any Subsidiary), or other person working for or on behalf of the Issuer or any of its Subsidiaries has violated (i) any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977 and the applicable rules and regulations promulgated thereunder; (ii) any applicable provisions of the U.K. Bribery Act 2010 and the applicable rules and regulations promulgated thereunder; or (iii) any other anti-corruption or antibribery laws of any other applicable jurisdictions (together, "Anti-Corruption Laws"); and the Issuer, its Subsidiaries and, to the knowledge of the Issuer, its Affiliates (other than Subsidiaries) have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance with applicable Anti-Corruption Laws; neither the Issuer nor any of its Subsidiaries, nor any director or officer of the Issuer, nor, to the knowledge of the Issuer, any director or officer of any of the Issuer's Subsidiaries, or any agent, employee or Affiliate (other than any Subsidiary), or other person working for or on behalf of the Issuer or any of its Subsidiaries is or has been the subject of any investigation, action, inquiry or enforcement proceedings regarding any breach or alleged breach of the Anti-Corruption Laws within the past five years, and (X) to the knowledge of the Issuer, no such investigation, action, inquiry or proceedings have been threatened or are pending and (Y) there are no circumstances likely to give rise to any such investigation, action, inquiry or proceedings;

(iv) neither the Issuer nor any of its Subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) cause the Issuer or any of its Subsidiaries to be in violation of any applicable national or local law regulating payments to government officials or employees; or (iv) made any unlawful payments;
(v) the operations of the Issuer and its Subsidiaries and, so far as the Issuer is aware, each of its and their Affiliates (other than Subsidiaries) are and have been conducted at all times in compliance with the money laundering statutes of all jurisdictions to which the Issuer and its Subsidiaries, and each of its and their Affiliates (other than Subsidiaries), are subject and any related rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental agency including regulations governing predicate offences for money laundering (collectively, the "Anti-Money Laundering Laws"), and no action, suit, or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Issuer or its managing board or any of its Subsidiaries with respect to the Anti-Money Laundering Laws is pending, or to the knowledge of the Issuer, threatened; and the Issuer, its Subsidiaries and, to the knowledge of the Issuer, its Affiliates (other than Subsidiaries) have instituted and maintained, and will continue to maintain and enforce, policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance with applicable Anti-Money Laundering Laws;
(vi) unless expressly provided for in this Agreement, the Issuer has not instructed anyone in return for payment to arrange offers to purchase the Bonds;
(vii) the Issuer has not distributed and will not distribute to any prospective investors any materials or documents in connection with the Bonds Offer without the prior consent of the Joint Bookrunners;
(viii) there are no acquisitions or disposals of businesses or assets pending or currently being negotiated by the Issuer or any of its Subsidiaries scheduled to be closed within six months after the Closing Date or to be announced within three months after the date of this Agreement which have not been disclosed to the Joint Bookrunners and which would, in the opinion of the Issuer, have a Material Adverse Effect;
(ix) in conducting their business, the Issuer and its Subsidiaries are not in violation of any law, regulation or governmental decree relating to trade law, trade regulation, license requirements, competition/antitrust law (save for any information already in the public domain), the German or Dutch Criminal Code and other similar laws in other jurisdictions, in which the Issuer and its Subsidiaries are engaged in their business, except where such violation could not reasonably be expected to have a Material Adverse Effect; to the best of the Issuer's knowledge, there are no indications that the Issuer and its Subsidiaries have violated any applicable competition/antitrust laws (save for any information already in the public domain) that could reasonably be expected to have a Material Adverse Effect;
(x) the Issuer and each of its Subsidiaries have obtained all necessary authorisations, consents, approvals, licenses and permits of and from all supra-national, national, provincial and other governmental authorities which are material to the conduct of the business of the Group as currently conducted (collectively, "Permits"); save for any information already in the public domain the Issuer and each of its Subsidiaries have fulfilled and performed their obligations with respect to such Permits, except where a violation of such obligations or not obtaining such Permits would not have a Material Adverse Effect; and save for any information already in the public domain there are no pending or imminent proceedings aiming at a withdrawal or amendment of any such Permits, which, in the case of an adverse decision, decree or declaration, whether separately or taken as a whole, would have a Material Adverse Effect;
(xi) the Issuer and each Subsidiary maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, other than where the failure to do so would not have a Material Adverse Effect; Since the end of the Issuer's most recent audited fiscal year, there has been (i) no material weakness in the Issuer's internal control over financial reporting (whether or not remediated) and (ii) no change in the Issuer's internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Issuer's internal control over financial reporting. The Issuer and each Subsidiary maintain an effective system of disclosure controls and procedures that are designed to ensure that information required to be disclosed by the Issuer in the reports that it files or submits is recorded, processed, summarized and reported, within the applicable time periods and is accumulated and communicated to the Issuer's management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure, other than, in each case, where the failure to do so would not have a Material Adverse Effect;

7.1.6 Miscellaneous

(i) the Issuer and each Subsidiary own or possess adequate rights to use its respective trademarks, trade names, patents, service mark registrations, technology, know how, copyrights, confidential information and other intellectual property necessary for the conduct of their respective businesses, except as would not have a Material Adverse Effect; to the knowledge of the Issuer, neither the Issuer nor any Subsidiary is infringing or otherwise violating any such rights of others, except for such violations or infringements as would not, individually or in the aggregate, have a Material Adverse Effect; and the Issuer and each of its Subsidiaries have no reason

to believe that the conduct of their respective businesses will conflict with, and have not received any notice of any claim of conflict or infringement with, any such rights of others except for such violation which would not have a Material Adverse Effect;

7.1.7 Compliance with U.S. law

(i) it is a "foreign issuer" within the meaning of Regulation S under the Securities Act;
(ii) each of the Issuer, its Affiliates and each person acting on its or their behalf (other than the Joint Bookrunners, their Affiliates or any person acting on behalf of them, as to which no representation is made) has complied and will comply with the offering restrictions requirement of Rule 903 of Regulation S;
(iii) neither the Issuer nor any of its Affiliates nor any persons acting on its or their behalf (other than the Joint Bookrunners, their Affiliates or any person acting on behalf of them, as to which no representation is made) have engaged in any "directed selling efforts" (as defined in Regulation S) with respect to the Bonds or the Settlement Shares;
(iv) neither the Issuer nor any of its Affiliates, nor any person acting on its or any of its Affiliates' behalf (other than the Joint Bookrunners, their Affiliates or any person acting on behalf of any of them, as to which no representation is made), directly or indirectly, (i) has made or will make offers or sales of any security, (ii) has solicited or will solicit offers to buy any security or (iii) otherwise has negotiated or will negotiate in respect of any security, in any case, under circumstances that would require registration of the Bonds or the Settlement Shares under the Securities Act; and
(v) the Issuer is not, and as a result of the offer and sale of the Bonds and the application of the proceeds from the sale of the Bonds will not be, an "investment company" as such term is defined under the U.S. Investment Company Act of 1940, as amended (the "Investment Company Act").
7.2 The representations and warranties pursuant to this Clause 7 shall continue in full force and effect in relation to each Joint Bookrunner notwithstanding (A) the actual or constructive knowledge of such Joint Bookrunner (if any) with respect to any of the matters referred to therein, and (B) the completion of the arrangements set out in this Agreement and the Pricing Agreement, if any, for the subscription and issue of the Bonds or the termination of this Agreement.

8 Undertakings by the Issuer

The Issuer undertakes with the Joint Bookrunners and each of them as follows:

8.1 Representations and Warranties: The Issuer will forthwith notify the Joint Bookrunners if at any time prior to payment of the proceeds of the Bonds to the Issuer on the Closing Date anything occurs which renders or may reasonably be expected to render any of the representations, warranties and agreements contained in Clause 7 untrue or incorrect and will, without prejudice to the rights of the Joint Bookrunners under this Agreement, which shall remain unaffected, forthwith take such steps as the Joint Bookrunners may reasonably require to remedy and/or publicise the fact.

8.2 Announcements: Between the date hereof and the earlier of (A) the completion (in the determination of the Joint Bookrunners) of the distribution of the Bonds or (B) 30 calendar days after the Closing Date (both dates inclusive) the Issuer will not, and the Issuer will procure that no affiliate (as defined in Rule 405 under the Securities Act) of the Issuer or any other party acting on their behalf, will, without the prior approval of the Joint Bookrunners, make any press or other public announcement which would have a Material Adverse Effect on the marketability of the Bonds, except to the extent such public announcement is required by law in which case the Issuer will, if and to the extent permitted by law and practicable, give prior notice to the Joint Bookrunners.
8.3 Lock-up: During the period commencing on the date of this Agreement and ending 90 days after the Closing Date and without the prior written consent of the Joint Global Coordinators, on behalf of the Joint Bookrunners, the Issuer
- 8.3.1 will not offer, sell or otherwise undertake to sell or to dispose of (i) bonds convertible or exchangeable into shares of the Issuer or (ii) shares of the Issuer or (iii) other securities which are convertible into or exchangeable for or grant the right to subscribe or receive shares of the Issuer, and
- 8.3.2 will not enter into any swap or other agreement that transfers to another party, in whole or in part, any of the economic consequences of ownership of shares of the Issuer, whether any such transaction described in this sentence is to be settled by delivery of securities, in cash or otherwise.

The foregoing undertakings do not apply to (i) the issuance of the Bonds and Settlement Shares to be issued or delivered following conversion of the Bonds, (ii) the issuance of shares of the Issuer regarding employee share participation plans, (iii) shares of the Issuer issued under any stock option or similar equity compensation plans of the Issuer implemented as of the date of this Agreement, (iv) shares of the Issuer issued in connection with any warrants outstanding at the date of this Agreement, (v) shares of the Issuer issued in connection with an acquisition or joint venture directly to another party to such acquisition or joint venture, provided that each person so acquiring shares issued by the Issuer shall have agreed in writing to be bound by the terms of this Clause 8.3.

8.4 Compliance with Selling Restrictions: Neither the Issuer nor its Subsidiaries or any other persons acting on behalf or for the account of the Issuer or its Subsidiaries (save for the Joint Bookrunners or any of their affiliates, or any person acting on behalf of any of them, as to whom the Issuer makes no undertaking) will, directly or indirectly, take any action in any jurisdiction to advertise or request offers to purchase the Bonds that would constitute a public offer of the Bonds pursuant to the laws applicable in such jurisdictions.
8.5 No directed selling efforts: Neither the Issuer nor any of its Affiliates, nor any person acting on its or their behalf (except for the Joint Bookrunners or any of their affiliates, or any person acting on behalf of any of them, as to whom the Issuer makes no undertaking) will engage in any "directed selling efforts" (as defined in Regulation S) with respect to the Bonds or the Settlement Shares to be issued and/or delivered upon conversion of the Bonds.
8.6 Offering restrictions: The Issuer and its Affiliates and each person acting on its or their behalf (except for the Joint Bookrunners or any of their affiliates, or any person acting on behalf of any of them, as to whom the Issuer makes no undertaking) will comply with the offering restrictions requirement of Rule 903 of Regulation S.
8.7 Issue or delivery of Settlement Shares: So long as any of the Bonds remain outstanding the Issuer will have available for issue and will be authorised to issue sufficient Settlement Shares from its authorised capital or will have available for delivery Existing Shares held by the Issuer as treasury shares, as the case may be, to enable conversion of the Bonds and issue or delivery, as the case may be, of Settlement Shares subject to and in accordance with the Terms and Conditions.
8.8 Stabilisation: The Issuer will not and will cause its Subsidiaries not to take, directly or indirectly, any action designed to or that might be reasonably expected to cause or result in stabilisation or manipulation of the price of the Bonds or the Settlement Shares, whether to facilitate the sale or resale of the Bonds or Existing Shares or otherwise.
8.9 Taxes: The Issuer will pay (A) any stamp, issue, registration, documentary or other taxes and duties, including interest and penalties, payable in connection with the creation, issue and the Bonds Offer and/or the execution or delivery of the Contracts; and (B) in addition to any amount payable by it under this Agreement, any VAT payable in respect of that amount.
8.10 Delivery of Closing Documents: If the Joint Bookrunners consent to close the transaction upon delivery of a copy of a document which, pursuant to Clauses 4.2.9 and 4.2.10 hereof and Schedule 4 hereto, has to be delivered by the Pricing Date or the Closing Date in certified form or as an original, the Issuer undertakes to send the relevant certified copy or original, respectively, to the Settlement Lead Manager on behalf of the Joint Bookrunners, promptly (unverzüglich) after the Closing Date.
8.11 Use of Proceeds: The Issuer will use the net proceeds of the Bonds Offer for general corporate purposes, including the refinancing of existing indebtedness. Such net proceeds shall be applied in compliance with Clause 7.1.5(iii).

The Issuer will not, directly or indirectly, use such proceeds, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other individual or entity to fund or facilitate any activities or business of or with any Sanctioned Person or with any person located, operating, organized or resident in any Sanctioned Country, or in any other manner that in each case would result in a violation of Sanctions by any Person (including any individual or entity participating in the offering, whether as underwriter, advisor, investor or otherwise) or otherwise be sanctionable under any Sanctions, and the Issuer will not use, lend, contribute or otherwise make available, directly or indirectly, such proceeds in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable Anti-Corruption Laws and/or Anti-Money Laundering Laws. Any provision of this Clause 8.11 shall not apply if and to the extent it is illegal, invalid or unenforceable as a result of any applicable Blocking Regulation or German law (including section 7 of the Foreign Trade and Payments Ordinance, Außenwirtschaftsverordnung, as amended) and, in such case, the legality, validity and enforceability of this Clause 8.11 shall not otherwise be affected.

9 Indemnity

9.1 Without prejudice to the other rights or remedies of the Joint Bookrunners, the Issuer undertakes with each of the Joint Bookrunners that it will indemnify (freistellen) and hold harmless (schadlos halten) each Joint Bookrunner, its affiliates, and each person who controls such Joint Bookrunner (within the meaning of section 15 of the Securities Act or section 20 of the U.S. Securities Exchange Act of 1934) and each of their directors, officers, employees, and agents (each an "Indemnified Person") against any liability, damages, loss,

claim, action, cost and expense (including, without limitation, legal fees, costs and expenses properly incurred and documented) (each a "Loss"), which such Indemnified Person may incur or which may be made against it as a result of or in relation to:

9.1.1 Failure to Issue: any failure by the Issuer to issue the Bonds on the Closing Date (unless such failure is a result of the failure by the Joint Bookrunners to pay the net subscription monies for the Bonds); or
9.1.2 Breach of Representations, Warranties and Undertakings: any actual or (in case of a claim originally brought by a party other than the Indemnified Persons) alleged breach of the representations, warranties and undertakings contained in or made by the Issuer under this Agreement or any of the other Contracts in connection with the Bonds Offer; or
9.1.3 Inaccuracy of Offering Material or Previously Publicly Disclosed Information: any untrue or incorrect or misleading, or allegedly untrue or incorrect or misleading, statement (i) in any Offering Material or any additional written information specifically provided by the Issuer to the Joint Bookrunners in the context of this Agreement for use in connection with the Bonds Offer or (ii) in any issued or published Previously Publicly Disclosed Information, as amended from time to time,

and shall pay to the relevant Indemnified Person on demand an amount equal to such Loss.

9.2 The indemnity by the Issuer under Clauses 9.1.1 and 9.1.2 shall not apply to the extent that it is finally judicially determined that such actions, losses, claims, damages or liabilities resulted primarily from (and then only to the extent of) the respective Joint Bookrunner's or any of its affiliates' wilful default. The indemnification obligations of the Issuer shall survive termination of this Agreement and the completion of the Offers. If any action, proceeding, claim, or demand is brought, asserted or threatened against any Indemnified Person by a third party in relation to Clauses 9.1.1 to 9.1.3 above, the relevant Joint Bookrunner shall, promptly after becoming aware thereof, notify the Issuer thereof. The Issuer shall not be liable in respect of any settlement of any such action, proceeding, claim, or demand effected without its consent, such consent not to be unreasonably withheld or delayed.
9.3 The Issuer agrees that its undertakings pursuant to Clauses 9.1.2 and 9.1.3 above constitute separate and absolute guarantees and that its obligation to indemnify any Indemnified Person shall exist irrespective of whether its own fault or that of its organs, directors, officers, employees, or agents is involved.
9.4 The foregoing indemnities shall continue in full force and effect notwithstanding the completion of the arrangements set out in this Agreement for the Bonds Offer and for the subscription and issue of the Bonds or the termination of this Agreement.
9.5 The obligations of the Issuer under this Clause 9 shall be in addition to any liabilities which the parties to this Agreement may otherwise have.

10 No Fiduciary Duties

The Issuer acknowledges and agrees that the Joint Bookrunners are acting solely pursuant to a contractual relationship with the Issuer on an at arm's length basis with respect to the Bonds Offer and not as a financial advisor, agent or a fiduciary to the Issuer or any other person. Additionally, the Issuer acknowledges that no Joint Bookrunner is advising the Issuer or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction, nor is any Joint Bookrunner providing any investment advice or acting as a

financial adviser. The Issuer shall consult with their own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Joint Bookrunners shall have no responsibility and liability to the Issuer with respect thereto. The Issuer further acknowledges and agrees that any review by the Joint Bookrunners of the Offering Materials, the Issuer, the issue of the Bonds and the Bonds Offer and other matters relating thereto will be performed solely for the benefit of the Joint Bookrunners and shall not be on behalf of the Issuer or any other person. To the extent permissible by law, the Issuer acknowledges that no fiduciary duty is owed to it by any Joint Bookrunner in relation to the timing, terms or structure of the Bonds Offer, or for the pricing of the Bonds in the Bonds Offer.

11 Termination (Rücktritt)

11.1 Joint Bookrunners' ability to terminate: Notwithstanding anything contained in this Agreement, the Joint Global Coordinators, on behalf of the Joint Bookrunners may, by notice to the Issuer, which may be given at any time prior to payment to the Issuer of the net subscription monies for the Bonds on the Closing Date, terminate this Agreement in any of the following circumstances:
- 11.1.1 if there shall have come to the notice of any of the Joint Bookrunners any breach of, or any event rendering untrue or incorrect, any of the warranties and representations of the Issuer contained in Clause 7 or any failure by the Issuer to perform any of its undertakings or agreements in this Agreement; or
- 11.1.2 if any of the conditions specified in Clause 4.2 and Schedule 4 has not been satisfied and has not been waived by the Joint Global Coordinators, on behalf of the Joint Bookrunners; or
- 11.1.3 if there shall have occurred a Force Majeure Event which would in the opinion of the Joint Global Coordinators, on behalf of Joint Bookrunners, be impracticable or inadvisable to market the Bonds or to enforce contracts for the sale of the Bonds and/or likely to prejudice materially the success of the Bonds Offer, the issue and placement of the Bonds, the distribution of the Bonds or dealings in the Bonds in the secondary market.

A "Force Majeure Event" shall be deemed to have occurred in the following events: (A) a suspension or material limitation in trading in securities of the Issuer or in securities generally on the London Stock Exchange, Euronext Amsterdam, Frankfurt Stock Exchange, NASDAQ or the New York Stock Exchange; (B) a general moratorium on banking activities in Amsterdam, Frankfurt, London or New York declared by the relevant authorities or a material disruption in commercial banking or securities settlement, payment or clearance services in the European Economic Area or the United States; (C) the outbreak or escalation of hostilities involving the United States, the United Kingdom, The Netherlands or Germany, or the declaration by the United States, the United Kingdom or any Member State of the European Economic Area of a national emergency or war which have a material adverse impact on the financial markets in the United States, the United Kingdom, The Netherlands or Germany; or (D) the occurrence of any acts of terrorism or any other calamity or crisis or any change in financial, political or economic conditions or currency exchange rates or currency control in the United States, the United Kingdom or any Member State of the European Economic Area which have a material adverse impact on the financial markets in the United States, the United

Kingdom, The Netherlands or Germany; or (E) a change or development involving a prospective change in Dutch taxation affecting the Issuer, the Bonds or the transfer thereof.

11.2 Consequences of termination: Upon such notice being given, this Agreement shall terminate and be of no further effect and no party shall be under any liability to any other in respect of this Agreement, except that the Issuer shall remain liable for the payment of all costs and expenses referred to in Clause 3.5.2 and already incurred or incurred in consequence of such termination. The right of the Joint Bookrunners to any further claims the Joint Bookrunners may be entitled to make against the Issuer (including, but not limited to, the indemnities under Clause 9 hereof) will also remain unaffected by the termination.

12 Communications

12.1 Addresses: Any communication shall be given by letter, fax or e-mail
- (a) if to the Issuer, to it at:

QIAGEN N.V.

Hulsterweg 82 5912 PL Venlo The Netherlands

Tel: (+31) 77 355 6642 E-mail: [email protected] [email protected] Attention: Global Treasury

(b) if to the Joint Bookrunners, to them at:

BofA Securities Europe SA

51rue La Boétie 75008 Paris France

Email: [email protected] Attention: Equity Capital Markets Syndicate Desk

Goldman Sachs Bank Europe SE

Marienturm, Taunusanlage 9-10 60329 Frankfurt am Main Germany

Email: [email protected] Attention: Equity Capital Markets

Deutsche Bank Aktiengesellschaft

Taunusanlage 12 60325 Frankfurt am Main Germany

Tel: +49(69)910-34398 Email: [email protected] Attention: Heiko Leopold

BNP PARIBAS

16,boulevard des Italiens 75009 Paris France

Email: [email protected] Attention: ECM COO

Citigroup Global Markets Europe AG

Reuterweg 16 60323 Frankfurt am Main Germany

Email: [email protected] Attention: Equity Syndicate Desk

J.P. Morgan SE

Taunustor1(TaunusTurm) 60310 Frankfurt am Main Germany

Email: [email protected] Attention: EMEA ECM Syndicate Desk

12.2 Effectiveness: Any such communication shall take effect upon actual receipt (Zugang).

13 Product Governance

13.1 Solely for the purposes of the requirements of Article 9(8) of the MiFID Product Governance rules under EU Delegated Directive 2017/593 (the "Product Governance Rules") regarding the mutual responsibilities of manufacturers under the product governance requirements contained within: (a) Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of the Delegated Directive; and (c) local implementing measures (the "MiFID II Product Governance Requirements"):
- 13.1.1 Each of the Joint Bookrunners (each a "Manufacturer" and together the "Manufacturers") acknowledges to each other Manufacturer that it understands the responsibilities conferred upon it under the Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Bonds.
- 13.1.2 The Issuer notes the application of the Product Governance Rules and acknowledges the target market and distribution channels identified as applying to the Bonds by the Manufacturers.

14 Recognition of the U.S. Special Resolution Regimes

14.1 In the event that any Joint Bookrunner that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Joint Bookrunner of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.
14.2 In the event that any Joint Bookrunner that is a Covered Entity or a Covered Affiliate of any such Joint Bookrunner becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Joint Bookrunner are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

"Covered Affiliate" has the meaning assigned to the term "affiliate" in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).

"Covered Entity" means any of the following:

(i) a "covered entity" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);
(ii) a "covered bank" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or
(iii) a "covered FSI" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

"Default Right" has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

"U.S. Special Resolution Regime" means each of (i) the U.S. Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

15 Final Clauses

15.1 This Agreement, including the choice of forum clause below, shall be governed by, and construed in accordance with, the laws of the Federal Republic of Germany.
15.2 Any non-contractual rights and obligations arising out of or in connection with this Agreement shall also be governed by the laws of the Federal Republic of Germany.
15.3 Place of performance is Frankfurt am Main, Germany.
15.4 Any action or other legal proceedings (the "Proceedings") arising out of or in connection with this Agreement may be brought in the District Court (Landgericht) in Frankfurt am Main, Germany. Nothing contained herein shall limit the right of any party hereto to take Proceedings against any other party hereto in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not.
15.5 Any provision of this Agreement, including this Clause 15.5, may be amended or supplemented only if the Issuer and the Joint Bookrunners so agree in writing.
15.6 Should any provision contained in this Agreement be or become invalid, illegal or unenforceable or incomplete in any jurisdiction, the validity, legality and enforceability of the remaining provisions (or of such provision in any other jurisdiction) will not in any way be affected or impaired thereby with respect to any other party or parties hereto to the fullest extent legally possible. Such invalid, illegal or unenforceable provision shall be replaced by means of supplementary interpretation (ergänzende Vertragsauslegung) by a valid, legal and enforceable provision, which most closely approximates the parties' commercial intention. This shall also apply mutatis mutandis to any unintended gaps (Vertragslücken) in this Agreement.
15.7 The Schedules to this Agreement form part of this Agreement.
15.8 The Issuer acknowledges (i) that Bank of America Corporation ("BAC") is the ultimate parent company of BofA and that BAC and its subsidiaries and affiliates are a financial services group, and (ii) that each Joint Bookrunner is part of its own financial services group (for the purposes of this Clause 15.8, each referred to as a "group"). Each of the Joint Bookrunners and BAC is a full service securities firm and commercial bank engaged in activities and businesses, including, among others, securities, commodities and derivatives trading, foreign exchange and other brokerage activities, research publication, and principal investing, as well as providing investment, corporate and private banking, asset and investment management, financing and financial advisory services and other commercial services and products to a wide range of corporations, governments and individuals from which conflicting interests or duties, or a perception thereof, may arise. The Issuer expressly acknowledges that, in the ordinary course of business, each of the Joint Bookrunners and other parts of their respective groups at any time (i) may invest on a principal basis or manage funds that invest, make or hold long or short positions, finance positions or trade or otherwise effect transactions, for their own accounts or the accounts of customers, in equity, debt or other securities or financial instruments (including derivatives, bank loans or other obligations) of the Issuer or any other company that may be involved in any proposed transaction, and (ii) may provide or arrange financing and other financial services to other companies that may be involved in any proposed transaction or a competing transaction, in each case whose interests may conflict with those of the Issuer. Each of the Joint Bookrunners has established and maintains internal arrangements restricting the movement of information within its group, so that information obtained and held in the course of its carrying on one part of the business is withheld from, or is not used for, itself or for a client for whom it acts, in the course of carrying on another part of its business. BAC may receive a benefit, including an annual discount, credit or other accommodation, from counsels acting for BAC based on aggregate levels of fees that such counsels may receive annually, on a global or regional basis, on account of their relationship with BAC including, without limitation, fees paid by the Issuer pursuant hereto.

16 Counterparts

This Agreement may be executed in any number of counterparts, all of which, taken together, shall constitute one and the same agreement and any party may enter into this Agreement by executing a counterpart, whereby the parties to this Agreement agree that the exchange of electronic copies of signed documents shall have the same validity as originals.

Schedule 1 Form of Terms and Conditions of the Bonds

NOT FOR DISTRIBUTION IN OR INTO THE U.S., AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW OR TO US PERSONS

Terms and Conditions of the Bonds (the "Terms and Conditions")

§ 1 Certain Definitions

In these Terms and Conditions, the following terms will have the following meanings:

(a) General Definitions.

"Agent(s)" has the meaning set out in § 13(a).

"BGB" means the German Civil Code (Bürgerliches Gesetzbuch), as amended.

"Bond(s)" has the meaning set out in § 2(a).

"Bondholder" means the holder of a co-ownership interest or similar right in the Global Bond.

"Calculation Agent" has the meaning set out in § 13(a).

"Clearing System" means Clearstream Banking AG, Frankfurt am Main ("Clearstream Frankfurt") or any successor in such capacity.

"Closing Price" on any Trading Day means:

(i) the official closing price of the Ordinary Share on the relevant Trading Day as reported for the primary trading session on the Relevant Market; or
(ii) if no such official closing price of the Ordinary Share can be so determined, the last reported official quotation of the Ordinary Share on the Relevant Market during the primary trading session on the relevant Trading Day; or

(iii) if the Closing Price cannot be so determined,the Closing Price as determined by an Independent Expert on the basis of such quotations or other information as such Independent Expert considers appropriate; any such determination will be conclusive. Any reference in these Terms and Conditions to the Closing Price will include, if the reporting of the Closing Price is discontinued, a reference to a quotation which replaces the Closing Price (x) by operation of law or (y) on the basis of generally accepted market practice,

in each case translated (if necessary) into US dollars at the Relevant FX Rate on such Trading Day.

"Delisting Event" has the meaning set out in § 5(e)(iii).

"Delisting Event Period" has the meaning set out in § 5(e)(iii).

"Event of Default" has the meaning set out in § 12(a).

"Financial Year" means the financial year as set out in the articles of association of the Issuer.

"Global Bond" has the meaning set out in § 2(b).

"Issuer" means QIAGEN N.V., a company existing under the laws of the Netherlands, with Dutch Trade Register number 12036979.

"Maturity Date" means 10 September 2031.

"Ordinary Share" means the ordinary registered share of the Issuer, with ISIN NL0012169213 as at the date of issue of the Bonds.

"Principal Amount" has the meaning set out in § 2(a).

"Principal Conversion Agent" has the meaning set out in § 13(a).

"Principal Paying Agent" has the meaning set out in § 13(a).

"Redemption Date" means the date fixed for redemption of the Bonds in the Issuer's notice in accordance with and subject to § 5(b) or § 5(c), which must be a Business Day.

the Relevant FX Rate on the basis of such quotations or other information as such Independent Expert considers appropriate; any such determination will be conclusive.

"Relevant Market" means:

(i) in the case of the Ordinary Share, the New York Stock Exchange, or if at the relevant time the OrdinaryShare is no longer traded on the New YorkStock Exchange, such other stock exchange or securities market on which the Ordinary Share is mainly traded at the relevant time; and
(ii) in the case of any other securities, rights or other assets,such stock exchange orsecurities market on which such other securities, rights or other assets are mainly traded at the relevant time.

"Share Price" on any Trading Day means:

(i) the volume-weighted average price (where the Relevant Market is the New York Stock Exchange, the Nasdaq Global Select or the Nasdaq Global Market (or any of their respective successors), in composite transactions) of the Ordinary Share on the Relevant Market on the relevant Trading Day as appearing on Bloomberg screen page HP in respect of the Ordinary Share (setting "Weighted Average Line") on the Bloomberg information system (or any successor screen page or setting) (such Bloomberg page being, as at the date of issue of the Bonds, QGEN US Equity HP); or
(ii) if no volume-weighted average price of the Ordinary Share is available from the Bloomberg information system as described in clause (i) above, the volume-weighted average price (where the Relevant Market is the New York Stock Exchange, the Nasdaq Global Select or the Nasdaq Global Market (or any of their respective successors),in composite transactions) of the Ordinary Share during the primary trading session on the Relevant Market on the relevant Trading Day as derived from such Relevant Market (or other appropriate source as determined by an Independent Expert); or
(iii) if no volume-weighted average price of the Ordinary Share can be so determined, the official closing price of the Ordinary Share on the relevant Trading Day as reported for the primary trading session on the Relevant Market; or
(iv) if no such official closing price of the Ordinary Share can be so determined, the last reported official quotation of the Ordinary Share on the Relevant Market during the primary trading session on the relevant Trading Day; or
(v) if the Share Price cannot be determined in accordance with clauses (i) to (iv) above, the Share Price as determined by an Independent Expert on the basis of such quotations or other information as such Independent Expert considers appropriate; any such determination will be conclusive. Any reference in these Terms and Conditions to the Share Price will include, if the reporting of the Share Price is discontinued, a reference to a quotation which replaces the Share Price (x) by operation of law or (y) on the basis of generally accepted market practice,

in each case translated (if necessary) into US dollars at the Relevant FX Rate on such Trading Day as determined by the Calculation Agent.

"Shareholders" means the holders of the Issuer's Ordinary Shares.

"Trading Day" means,

(i) (other than for purposes of the determination of anySecurityPrice pursuantto clause (ii) below), each day on which the Relevant Market for the Ordinary Shares is open for business and the Share Price can be determined in accordance with clauses (i) to (iv) of the definition of such term, or (if at the relevant time of determination there is no Relevant Market for the Ordinary Shares) a Business Day; or
(ii) for purposes of the determination of any Security Price, each day on which the Relevant Market for any other securities, rights or other assets is open for business and Security Prices can be determined in accordance with clauses (i) to (iii) of the definition of such term.

"WpÜG" means the German Securities Acquisition and Take-Over Act (Wertpapiererwerbs- und Übernahmegesetz), as amended.

(b) Definitions relating to conversion.

"CoCo Conversion Period" means, in respect of each Bond, any of the following periods:

(i) if the Bonds are called by the Issuer for redemption in accordance with § 5(b) or § 5(c), the period from and including the date on which the call notice pursuant to § 5(b) or § 5(c) is published to and including the 45th Business Day prior to the Redemption Date;
(ii) if any Event of Default in accordance with § 12(a) occurs, the period from and including the date on which the Event of Default occurs to but excluding the earlier of (x) the date the Bondholder has declared the termination of the relevant Bond in accordance with § 12(c) and (y) the date on which such Event of Default shall have been cured or waived;
(iii) if an Acquisition of Control occurs, the period from and including the date on which the Issuer gives notice in accordance with § 11(a)(i) of an Acquisition of Control to 4:00 p.m. (Frankfurt time) on the Control Record Date at the latest;
(iv) if a Take-over Bid is published, the period from and including the date of the notice of the Takeover Bid in accordance with § 11(b)(i) to 4:00 p.m. (Frankfurt time) on the last day of the Conditional Conversion Notice Period at the latest;
(v) if the Issuer announces a distribution, allotment or grant to its Shareholders of any securities, rights or other assets (including cash amounts), and if the Fair Market Value on the CoCo Reference Date ofsuch securities, rights or other assets distributed, allotted or granted perShare,

as determined by the Calculation Agent, is greater than 25 per cent. of the arithmetic average of the Share Prices on each Trading Day during the period of 20 consecutive Trading Days ending on and including the last Trading Day prior to the CoCo Reference Date (or the Adjusted FMV Date, if applicable), the period:

(A) from and including the Business Day immediately following the later of the following days:
- (I) the CoCo Reference Date; and
- (II) the date on which the Fair Market Value can be determined,
(B) to and including the last Business Day before the later of the following days:
- (I) the Ex-Date of such distribution, allotment or grant; and
- (II) the 10th Business Day following the date determined to be applicable pursuant to clause (A);
(vi) if at any time the Share Price on each of not less than 20 consecutive Trading Days during an observation period of 30 consecutive Trading Days ending on (and including) the Trading Day immediately preceding the final Trading Day of the immediately preceding Quarter exceeds 150 per cent. of the applicable Conversion Price on each such Trading Day (as verified by the Calculation Agent no later than on the second Business Day following the relevant Conversion Date), the period from and including the first Business Day of the immediately following Quarter to and including the last Business Day of such Quarter;
(vii) if a Delisting Event occurs, the Delisting Event Period; or
(viii) if a Parity Event or an IA Parity Event has (or is deemed to have) occurred, the period of 10 Business Days commencing on and including the first Business Day following the relevant Notification Date.

Whether a Parity Event or an IA Parity Event has (or is deemed to have) occurred will be determined in accordance with § 8(e).

"Conversion Date" has the meaning set out in § 8(b)(iv).

"Conversion Notice" has the meaning set out in § 8(b)(i).

"Conversion Period" means:

(i) any CoCo Conversion Period commencing during the period from and including 21 October 2024 to but excluding 10 March 2031; and
(ii) the period from and including the last day of the CoCo Conversion Period to and including the earlier of the following times and days:
- (x) 4:00 p.m. (Frankfurt time) on the 45th Business Day prior to the Maturity Date; or

(y) if the Bonds are redeemed by the Issuer in accordance with § 5(b) or § 5(c), 4:00 p.m. (Frankfurt time) on the 45th Business Day prior to the Redemption Date.

"Conversion Price" means initially US\$ [●], which is subject to adjustment from time to time in accordance with these Terms and Conditions.

"Conversion Ratio" per Bond on any day is equal to the Principal Amount divided by the Conversion Price in effect on such day.

"Conversion Right" has the meaning set out in § 8(a)(i).

"IA Parity Event" has the meaning set out in § 8(e).

"Investor Notice Date" has the meaning set out in § 8(e).

"Notification Date" has the meaning set out in § 8(e).

"Parity Event" has the meaning set out in § 8(e).

"Quarter" means the three calendar months ended 31 March, 30 June, 30 September and 31 December in each year, commencing with the three months ending 31 December 2024.

"Scheduled Settlement Date" means:

(x) where the relevant Conversion Date is pursuant to clause (C) of the definition of that term, the fifth Business Day following the occurrence of the Acceptance Event;
(y) otherwise, the 15th Business Day following the end of the relevant Scheduled Calculation Period.

"Settlement Date" means,in respect of any exercise of Conversion Rights,the date on which the Issuer delivers the relevant Settlement Shares in accordance with these Terms and Conditions (or, where no such Settlement Shares are to be delivered in respect of such exercise of Conversion Rights, (i) the Business Day immediately following the last day of the relevant Scheduled Calculation Period or (ii) where the relevant Conversion Date is pursuant to clause (C) of the definition of thatterm, the Business Day immediately following such Conversion Date).

"Settlement Shares" has the meaning set out in § 9(a).

"Adjusted FMV Date" has the meaning set out in § 10(m).

"Adjustment Date" has the meaning set out in § 10(j).

"Ex-Date" has the meaning set out in § 10(m).

"Fair Market Value" has the meaning set out in § 10(m).

"FMV Date" has the meaning set out in § 10(m).

"Number of Trading Days" has the meaning set out in the definition of "Calculation Period".

"Record Date" has the meaning set out in § 10(m).

"Security Price" has the meaning set out in § 10(m).

(d) Definitions relating to Acquisition of Control, Take-over Bid.

"Acceptance Event" has the meaning set out in § 11(e).

"Acquisition of Control" has the meaning set out in § 11(e).

"Conditional Conversion Notice Period" has the meaning set out in § 11(e).

"Conditional Conversion Notice" has the meaning set out in § 11(b)(ii)(A).

"Control Record Date" has the meaning set out in § 11(e).

"Control" has the meaning set out in § 11(e).

"Take-over Bid" has the meaning set out in § 11(e).

§ 2 Form and Denomination

(a) The issue by the Issuer of convertible bonds in the aggregate principal amount of

US\$ [●]

(in words: US dollars [●] million)

is divided into bonds in bearer form with a principal amount of US\$ 200,000 (the "Principal Amount") each, which rank pari passu among themselves (the "Bonds" and each a "Bond").

§ 3 Status of the Bonds; Negative Pledge

(a) Status of the Bonds.

The Bonds constitute unsubordinated and unsecured obligations of the Issuer ranking pari passu among themselves and,in the event of the dissolution,liquidation or insolvency of the Issuer or any proceeding to avoid insolvency of the Issuer, pari passu with all other present and future unsubordinated and unsecured obligations of the Issuer, save for such obligations which may be preferred by applicable law.

(b) Negative Pledge of the Issuer.

So long as any amounts remain outstanding under the Bonds, but only up to the time all amounts payable to Bondholders under the Bonds in accordance with these Terms and Conditions have been

placed at the disposal of the Clearing System, the Issuer undertakes and will procure (to the extent legally possible and permissible) that none of the Issuer and any Material Subsidiary will create or permit to subsist any mortgage, pledge, lien, charge or security interest in rem (each a "Security Interest") upon, or with respect to, any present or future assets or revenues of the Issuer or any Material Subsidiary, for the purpose of securing any (i) Capital Markets Indebtedness or (ii) guarantee of any Capital Markets Indebtedness, unless in such case the Issuer or any Material Subsidiary, as the case may be, shall simultaneously with, or prior to, the creation of such Security Interest, take any and all action necessary to procure that all amounts payable by it in respect of the Bonds are secured equally and ratably with the Capital Markets Indebtedness or the guarantee for any Capital Markets Indebtedness secured by such Security Interest or benefit from an equivalent other Security Interest which will be approved by an Independent Expert as being equivalent security. The undertaking pursuant to sentence 1 of this § 3(b) will not apply to a Security Interest which (i) is mandatory according to applicable laws or (ii) is required as a prerequisite for governmental approvals.

Any Security Interest which is to be provided in accordance with this § 3(b) may also be provided to a person acting as trustee for the Bondholders.

§ 4 Interest

(a) The Bonds will bear interest on their Principal Amount at a rate of [●] per cent. per annum from and including 10 March 2025. Interest for each Interest Period is payable semi-annually in arrear on each Interest Payment Date.
(b) Each Bond will cease to bear interest as follows:
- (i) If a Bondholder exercises the Conversion Right in respect of any Bond, interest will cease to accrue on the Bond so converted from the end of the day immediately preceding the Interest Payment Date immediately preceding the relevant Conversion Date, provided that the Bond so converted will not pay any interest if the relevant Conversion Date falls before the first Interest Payment Date.
- (ii) If a Bond is redeemed, interest will cease to accrue on the Bond from the end of the day immediately preceding the date on which the Bond becomes due for redemption.
(c) If the Issuer fails to redeem the Bonds when due, interest will continue to accrue on the Principal Amount beyond the end of the day immediately preceding the due date for redemption until the end of the day immediately preceding the actual date of redemption of the Bonds. In this case the applicable rate of interest will be determined in accordance with this § 4. The assertion of further damages incurred by the Bondholder as a result of the default remains unaffected.
(d) Interest in respect of any period of time will be calculated on the basis of the Day Count Fraction.
(e) In these Terms and Conditions:

$$DCF = \frac{\left[360 \times (Y_2 - Y_1)\right] + \left[30 \times (M_2 - M_1)\right] + (D_2 - D_1)}{360}$$

Where:

"DCF" means Day Count Fraction;

"Y1" is the year, expressed as a number, in which the first day of the Interest Calculation Period falls;

"Y2" is the year, expressed as a number, in which the day immediately following the last day included in the Interest Calculation Period falls;

"M1" is the calendar month, expressed as a number, in which the first day of the Interest Calculation Period falls;

"M2" is the calendar month, expressed as a number, in which the day immediately following the last day included in the Interest Calculation Period falls;

"D1" is the first calendar day, expressed as a number, of the Interest Calculation Period, unless such number would be 31, in which case D¹ will be 30; and

"Interest Payment Date" means 10 March and 10 September in each year, commencing on 10 March 2025.

§ 5 Maturity, Redemption and Purchase

(a) To the extent the Bonds have not previously been redeemed, converted, or repurchased and cancelled they will be redeemed at their Principal Amount on the Maturity Date.
(b) The Issuer may, on giving not less than 55 and no more than 70 Business Days' prior notice to the Bondholders in accordance with § 14, redeem all, but not some only, of the outstanding Bonds with effect on the Redemption Date (which shall be no earlier than 1 Oktober 2029 and no later than on the last day of the Conversion Period in accordance with clause (ii)(x) of the definition of the term "Conversion Period"). However, such notice may only be given if the Share Price on not less than 20 Trading Days during an observation period of 30 consecutive Trading Days is equal to or exceeds 150 per cent. of the Conversion Price in effect on each such Trading Day. In the case such notice is given, the Issuer will redeem the Bonds at their Principal Amount plus any accrued interest on the Redemption Date.

The Issuer must publish the notice of early redemption no later than on the fifth Business Day after the last day of the relevant 30 consecutive Trading Days' observation period.

"Put Effective Date" means 10 September 2029.

(e) Delisting Event.
- (i) If a Delisting Event occurs, the Issuer will, as soon as practicable after becoming aware thereof, give notice in accordance with § 14 of the Delisting Event (a "Delisting Event Notice"). The Delisting Event Notice shall contain a statement informing Bondholders of their entitlement to exercise their Conversion Rights as provided in these Terms and Conditions and their entitlement to exercise their rights to require redemption of their Bonds pursuant to § 5(e)(ii).

The Delisting Event Notice must specify:

(A) all information concerning the Delisting Event;
(B) the Conversion Price immediately prior to the occurrence of the Delisting Event;
(C) the Share Price on the most recent Trading Day prior to the publication of the Delisting Event Notice;
(D) the Delisting Event Period; and
(E) the Delisting Put Effective Date.
(ii) If a Delisting Event occurs, any Bondholder may, at its option, by submitting a redemption notice in accordance with this § 5(e)(ii) demand from the Issuer redemption of any or all of its Bonds for which the Conversion Right was not exercised and which were not declared due for early redemption by the Issuer in accordance with § 5(b) or § 5(c), at their Principal Amount plus any accrued interest on the Delisting Put Effective Date.

(iii) Definitions

A "Delisting Event" shall occur if:

(A) the Ordinary Shares at any time are not admitted to listing and trading on a Relevant Market which is the New York Stock Exchange, the Nasdaq Global Select Market or the Nasdaq Global Market (or any of their respective successors) or an internationally recognized, regularly operating and regulated stock exchange; or
(B) if any announcement is made by the Issuer or by the Relevant Market for the Ordinary Shares that the Ordinary Shares will cease to be admitted to trading and listing on such Relevant Market, unless in any such case the Ordinary Shares are already, or such announcement confirms that the Ordinary Shares are to be immediately upon such cessation, admitted to trading and/or listing on an internationally recognized, regularly operating and regulated stock exchange which is expected to be Relevant Market for the Ordinary Shares upon such cessation.

"Delisting Put Effective Date" means the 10th Business Day after the expiry of the Delisting Event Period.

(f) The Issuer and any of its affiliates may at any time purchase Bonds in the open market or otherwise.

Any Bonds purchased by the Issuer or any of its affiliates may be cancelled or held and resold.

§ 6 Payments

(a) All payments on the Bonds will be made to the Principal Paying Agent for transfer to the Clearing System or to its order for credit to the accounts of the relevant account holders of the Clearing System outside the United States. Payments on the Bonds made to the Clearing System or to its order will discharge the liability of the Issuer under the Bonds to the extent of the sums so paid.
(b) All payments of amounts due in respect of the Bonds shall be made in US dollars and will be subject to (i) applicable fiscal and other laws and regulations, and (ii) any withholding or deduction required pursuant to an agreement described in Section 1471(b) of the US Internal Revenue Code of 1986 (the "Code") or otherwise imposed pursuant to Sections 1471 through 1474 of the Code, any regulations or agreements thereunder, any official interpretations thereof, or any law implementing an intergovernmental approach thereto.
(c) If the due date for payment of any amount in respect of the Bonds is not a Business Day, then the Bondholder will not be entitled to payment until the next day which is a Business Day. In such case the Bondholders will not be entitled to any further interest or to any other compensation on account of such delay.

§ 7 Taxes

All payments in respect of the Bonds will be made without withholding or deduction of taxes or other duties, unless such withholding or deduction is required by law.

The Issuer will not be obliged to pay any additional amounts of principal and/or interest as a result of such withholding or deduction.

§ 8 Conversion

(a) Conversion Right.
- (i) The Issuer grants to each Bondholder the right (the "Conversion Right") to convert each Bond in whole, but not in part, at the Conversion Price in accordance with this § 8 on any Business Day during each Conversion Period.
- (ii) The Conversion Right in accordance with § 8(a), or in accordance with § 8(a) in conjunction § 11(a)(ii), if applicable, may not be exercised by a Bondholder if such Bondholder has terminated its Bonds in accordance with § 5(d), § 5(e), § 11(a)(iii) or § 12 or has submitted a Conditional Conversion Notice in accordance with § 11(b)(ii)(A).
(b) Exercise of Conversion Right.
- (i) To exercise the Conversion Right, the Bondholder must deliver at its own expense during the Conversion Period to the Principal Conversion Agent via its Custodian and the Clearing System a duly completed and executed exercise notice (the "Conversion Notice") (which may be by fax/email) using the then valid form (from time to time current) obtainable from the Principal Conversion Agent which must be received by the Principal Conversion Agent by 4:00 p.m. (Frankfurt time) on a Business Day. Any Conversion Notice received by the Principal Conversion Agent after 4:00 p.m. (Frankfurt time) on any Business Day, or on any day which is not a Business Day, shall be deemed to have been received by the Principal Conversion Agent on the immediately following Business Day; provided that if such following Business Day falls after the end of the Conversion Period, the relevant exercise of the Conversion Right shall be null and void. The Conversion Notice is irrevocable and will, among other things:
  - (A) state the name, date of birth and address (natural persons) or name, domicile and address (legal persons) as well asthe fax number and email address of the exercising Bondholder;
  - (B) specify the aggregate principal amount of Bonds with respect to which the Conversion Right will be exercised;
  - (C) designate the securities account of the Bondholder or its nominee at a participant in, or account holder of, the Clearing System to which the Settlement Shares are to be delivered;
  - (D) give directions to the Principal Conversion Agent for the payment of any cash amount which the Bondholder is entitled to receive in accordance with these Terms and Conditions and which are to be paid by way of transfer to a US dollar denominated cash account; and
  - (E) if such Conversion Notice is a Conditional Conversion Notice, designate the securities account of the Bondholder or its nominee at a participant in, or account holder of, the Clearing System to which the Bonds delivered for conversion are to be redelivered if no Acceptance Event occurs, or if the requirements specified in § 8(b)(i) and (ii) for the valid exercise of the Conversion Right are not fulfilled and any Bonds are required to be redelivered in accordance with the ultimate paragraph of § 8(b)(iii).
- (ii) The exercise of the Conversion Right further requires that the Bonds to be converted will be delivered to the Principal Conversion Agent by transferring the Bonds to the account of the Principal Conversion Agent (book-entry transfer or assignment). The transfer of any such Bond as aforesaid is irrevocable. Any Bond transferred to the Principal Conversion Agent after 4:00 p.m. (Frankfurt time) on any Business Day, or on any day which is not a Business Day, shall be

(iii) Upon fulfilment of all requirements specified in § 8(b)(i) and (ii) for the exercise of the Conversion Right, the Principal Conversion Agent will verify whether the aggregate principal amount of Bonds delivered to the Principal Conversion Agent exceeds or falls short of the aggregate principal amount of Bonds specified in the Conversion Notice. The Principal Conversion Agent will determine the Aggregate Conversion Principal Amount. If the aggregate principal amount of Bonds specified in the Conversion Notice exceeds or falls short of the aggregate principal amount of Bonds in fact delivered, the Principal Conversion Agent will determine the Aggregate Conversion Principal Amount on the basis of the lower of the following amounts:
- (A) the aggregate principal amount of Bonds set forth in the Conversion Notice; or
- (B) the aggregate principal amount of Bonds in fact delivered for conversion.

(iv) The Conversion Right will be validly exercised on the relevant Conversion Date. The term "Conversion Date" has the following meaning:
- (A) Subject to clauses (B), (C), (D) and (E) below, "Conversion Date" means the first Business Day on which all requirements for the valid exercise of the Conversion Right specified in § 8(b)(i) and (ii) have been fulfilled.
- (B) If an Acquisition of Control occurs and a Bondholder validly exercises the Conversion Right in respect of any Bond in accordance with § 11(a)(ii) during the relevant Acquisition of Control Conversion Period, "Conversion Date" means the first Business Day on which all requirements for the valid exercise of the Conversion Right specified in § 8(b)(i) and (ii) have been fulfilled.
- (C) If (I) a Bondholder has, during the Conditional Conversion Notice Period, (x) given a valid Conditional Conversion Notice in accordance with § 11(b)(ii)(A) and (y) delivered to the Principal Conversion Agent the Bonds to be converted in accordance with § 11(b)(ii)(B), and (II) the Conditional Conversion Notice has become unconditional in accordance with § 11(b)(iii)(A), "Conversion Date" means the first Business Day following the date on which the Acceptance Event has occurred.
- (D) Any valid Conversion Notice received by the Principal Conversion Agent within the last 30 days of the Conversion Period in accordance with clause (ii)(x) of the definition of the term "Conversion Period" will be treated as if it were received on the last day of the Conversion Period. In such case "Conversion Date" means the last day of the Conversion Period, provided that the relevant Bondholder has fulfilled all requirements for the valid exercise of the Conversion Right specified in § 8(b)(i) and (ii) before the end of the Conversion Period.
- (E) Any valid Conversion Notice received by the Principal Conversion Agent during the period from and including the date on which the Issuer has published the redemption notice in accordance with § 5(b) or § 5(c) to and including the last day of the Conversion Period in accordance with clause (ii)(y) of the definition of the term "ConversionPeriod"

(c) Net Share Settlement.
- (i) The Issuer, upon any valid exercise of the Conversion Rights in respect of any Bond, will, in respect of each such Bond,
  - (A) (if the Net Shares are not equal to zero) convert a portion of such Principal Amount as is equal to the number of Net Shares multiplied with the Conversion Price in effect on the relevant Conversion Date into such number of Settlement Shares as is equal to the number of Net Shares, and issue and/or deliver the number of Settlement Shares in accordance with § 8(d)(i) as soon as practicable after the end of the Scheduled Calculation Period and no later than on the relevant Scheduled Settlement Date (subject to § 9(c)); and
  - (B) pay to the relevant Bondholder the Cash Conversion Amount by transfer to the cash account specified in the relevant Conversion Notice as soon as practicable after the end of the Scheduled Calculation Period and no later than the relevant Scheduled Settlement Date.
- (ii) On the first Business Day following the end of each Scheduled Calculation Period (or, if the Cash Conversion Amount is not capable of being determined in accordance with this § 8(c)(ii) on such Business Day, as soon as practicable thereafter) the Calculation Agent will determine the Cash Conversion Amount in accordance with this § 8(c)(ii).

"Daily Cash Conversion Amount" means, in respect of a Trading Day comprised in the relevant Calculation Period, the lower of the following amounts:

(A) an amount equal to the Principal Amount divided by the Number of Trading Days in respect of such Calculation Period; and
(B) the Daily Conversion Value in respect of such Trading

Day, all as determined by the Calculation Agent.

$$DCV = \frac{CR \times VWAP}{NTD}$$

Where:

"CR" means the Conversion Ratio in effect on the relevant Conversion Date (subject to adjustment to but excluding the relevant Settlement Date in accordance with § 10).

"NTD" means the Number of Trading Days in respect of the relevant CalculationPeriod.

"VWAP" means the Share Price on such Trading Day, provided that:

(A) if on any Trading Day during the relevant Calculation Period the Ordinary Share is quoted "ex dividend" or "ex subscription right" or "ex" any other distribution, allotment or grant of securities, rights or other assets the Record Date of which falls on or after the Settlement Date, the Share Price on such Trading Day shall be increased by the Fair Market Value of such distribution or other entitlement per Ordinary Share on the first Trading Day on which the Ordinary Share is traded "ex dividend" or "ex subscription right" or "ex" any other distribution, allotment or grant of securities, rights or other assets, as determined by the Calculation Agent;
(B) if on any Trading Day during the relevant Calculation Period the Ordinary Share is quoted "cum dividend" or "cum subscription right" or "cum" any other distribution, allotment or grant of securities, rights or other assets (the Record Date of which falls prior to the relevantSettlement Date) in respect of which an adjustmentto the Conversion Price is required to be made in accordance with § 10 and the Adjustment Date (as defined in § 10(j)) in respect thereof falls prior to the relevant Settlement Date, the Share Price on such Trading Day shall be multiplied by the adjustment factor subsequently determined to apply to the Conversion Price in accordance with § 10 in respect thereof, as determined by the Calculation Agent; and
(C) if the VWAP is not capable of being determined as aforesaid on or prior to the third Business Day prior to the relevant Scheduled Settlement Date in respect of the relevant exercise of the Conversion Right, the VWAP shall instead be determined by an Independent Expert on or prior to the third Business Day prior to such Scheduled Settlement Date.
(iii) On the first Business Day following the end of each Scheduled Calculation Period (or, if the Cash Conversion Amount is not capable of being determined in accordance with this § 8(c)(iii) on such Business Day, as soon as practicable thereafter) the Calculation Agent will determine the Net Shares (if any) in accordance with this § 8(c)(iii).

"Daily Net Shares" means,

(A) in respect of any Trading Day in respect of which the Daily Conversion Value is equal to or lower than the Principal Amount divided by the Number of Trading Days in respect of the relevant Calculation Period, zero; and
(B) in respect of any Trading Day in respect of which the Daily Conversion Value exceeds the Principal Amount divided by the Number of Trading Days in respect of the relevant Calculation Period, the number of Settlement Shares determined by the Calculation Agent in accordance with the following formula:

$$\frac{A}{\nu_{WAP}}$$

Where:

"VWAP" shall have the meaning given to this term in the definition of "Daily Conversion Value" or "DCV".

(iv) If the Issuer gives notice in accordance with § 11(b)(i) of a Take-over Bid and the Conversion Right is exercised in accordance with § 11(b), notwithstanding anything to the contrary in these Terms and Conditions, the provisions in § 11(b)-(e) shall apply.
(d) Delivery of Settlement Shares.
- (i) If the Net Shares in respect of any exercise of the Conversion Right are not equal to zero, the Issuer will, upon any such exercise, issue and/or deliver such number of Settlement Shares as is equal to the aggregate number of Net Shares in respect of the Aggregate Conversion Principal Amount so converted, rounded down to the nearest full Settlement Share. Any remaining fraction of a SettlementShare will not be delivered and will not be compensated in cash. Subject to § 9(c), the Settlement Shares to be delivered will be transferred to the securities account of the Bondholder specified in the Conversion Notice as soon as practicable after the end of the Scheduled CalculationPeriod and no later than on the relevantScheduledSettlement Date. Until transfer of the Settlement Shares has been made no claims arising from the Settlement Shares will exist. In relation to delivery of the Settlement Shares § 9 will apply.
- (ii) The Issuer will only be required to deliver theSettlementShares and to pay the Cash Conversion Amount in accordance with § 8(c)(i)(A) if the Bondholder has paid all taxes or other duties and costs, if any, which may arise in connection with the exercise of the Conversion Right or the delivery of the Settlement Shares or the payment in accordance with § 8(c)(i)(A).
(e) Determination of the occurrence of a Parity Event or IA Parity Event

Whether a Parity Event or an IA Parity Event has (or is deemed to have) occurred will be determined as follows:

(i) Investor Notice

In order to be validly given the Investor Notice must be:

(A) received by the Principal Paying Agent no later than at 4:00 p.m. (Frankfurt time) on the fifth Business Day after the last Trading Day of the relevant Investor Reference Period;
(B) delivered by the Notifying Bondholder together with reasonable evidence that, on each Trading Day during the relevant Investor Reference Period, either:
- (I) the Quote for the Bonds on such Trading Day could not be determined pursuant to clause (i) of the definition of the term "Quote for the Bonds"; or
- (II) the Quote for the Bonds on such Trading Day as determined pursuant to clause (i) of the definition of the term "Quote for the Bonds" was less than 98 per cent. of the Closing Parity Value in respect of such Trading Day; and
(C) delivered by the Notifying Bondholder together with evidence that the Notifying Bondholder at the time of such notice is a holder of the relevant Bonds by means of a certificate of its Custodian or in any other appropriate manner.

(ii) Verification by the Calculation Agent, Issuer Notification

Upon instruction by the Issuer the Calculation Agent will verify whether a Parity Event or an IA Parity Event, as the case may be, has occurred. If in doing so the Calculation Agent determines:

(A) that the Parity Event or the IA Parity Event, as the case may be, has occurred in respect of the relevant Reference Period, the Issuer shall publish a notice to the Bondholders in accordance with § 14 specifying the relevant CoCo Conversion Period as soon as practicable following the relevant determination by the Calculation Agent and in any case no later than on the relevant Notification Date; or
(B) that no Parity Event or IA Parity Event has occurred in the relevant Reference Period, the Issuer shall notify the Notifying Bondholder thereof as soon as practicable following the relevant determination by the Calculation Agent and in any case no later than on the relevant Notification Date.

In this § 8(e):

"Bond Price Determination Date" means the fifth Trading Day following the relevant Bond Price Unavailability Date.

"Closing Parity Value" means, in respect of any Trading Day, the amount determined in good faith by the Calculation Agent and calculated as follows:

$$CPV = N \times CP$$

Where:

CPV = the Closing Parity Value;
ClP = the Closing Price on such Trading Day, provided thatif on such Trading Day the OrdinaryShare is quoted "ex dividend" or "ex subscription right" or "ex" any other distribution, allotment or grant of securities, rights or other assets in respect of which an adjustment to the Conversion Price is required to be made in accordance with § 10 and such Trading Day falls prior to the relevant Adjustment Date, the Share Price on such Trading Day shall be divided by the adjustment factor subsequently determined to apply to the ConversionPrice in accordance with § 10 in respectthereof, as determined by the Calculation Agent, and provided further thatif such adjustment cannot be determined in accordance with these Terms and Conditions prior to the relevant Notification Date, the Closing Price shall instead be adjusted in such manner as is determined to be appropriate by an Independent Expert; and
N = the Principal Amount divided by the Conversion Price in effect on such Trading Day.

"Investor Notice Date" means the date on which the Principal Paying Agent has received from a Notifying Bondholder a valid Investor Notice.

"Investor Reference Period" means the period of five consecutive Trading Days specified for this purpose by the Notifying Bondholder in the relevant Investor Notice.

"Leading Institution" means any bank or financial institution which is a leading, internationally recognized market maker in trading exchangeable and/or convertible bonds.

"Notification Date" means the second Business Day following (in the case of the occurrence of aParity Event in respect of the relevant Reference Period) the Parity Event Occurrence Date or (in the case of the occurrence of an IA Parity Event in respect of the relevant Reference Period, or if neither a Parity Event nor an IA Parity Event has occurred in respect of the relevant Reference Period) the fifth Trading Day following the end of the relevant Reference Period.

A "Parity Event" shall occur in relation to any Reference Period if, as determined by the Calculation Agent, (i) the Quote for the Bonds is available in respect of at least five Trading Days comprised in such Reference Period, and (ii) on each Trading Day comprised in such Reference Period in respect of which the Quote for the Bonds is available, such Quote for the Bonds is less than 98 per cent. of the ClosingParity Value in respect of such Trading Day (and the fifth such Trading Day,the "Parity Event Occurrence Date" in respect of such Reference Period).

"Quote for the Bonds" on any Trading Day means:

(i) the mid Bloomberg Generic Price (or any successor thereto) per US\$ 200,000 in principal amount of Bonds as at the Close of Business on such Trading Day as displayed on or derived from Bloomberg page DE000A3L06J9 Corp HP (using the setting "LastPrice" or any successor page or setting), as determined by the Calculation Agent; or

(ii) if the Quote for the Bonds cannot be determined pursuant to clause (i) above, the mid-market price per US\$ 200,000 in principal amount of Bonds as displayed on or derived from any other page on Bloomberg or any successor to Bloomberg providing substantially similar data to those that would otherwise have been determined pursuant to clause (i) above, as determined by an Independent Expert; or
(iii) if the Quote for the Bonds cannot be determined pursuant to neither clause (i) nor (ii) above, the mid-market price per US\$ 200,000 in principal amount of Bonds as derived from any other public source (if any) providing substantially similar data to those that would otherwise have been determined pursuant to clause (i) above, as determined by an Independent Expert; or
(iv) if the Quote for the Bonds cannot be determined pursuantto neither clause (i), (ii) nor (iii) above, the arithmetic average of the mid-market prices per US\$ 200,000 in principal amount of Bonds as provided by two Leading Institutions selected by an Independent Expert (if any such prices are capable of being so obtained), all as determined by an Independent Expert.

"Reference Period" means a period of 10 consecutive Trading Days commencing on the second Trading Day following the Investor Notice Date.

§ 9 Procurement of Settlement Shares, Settlement Disruption

(a) The Ordinary Shares to be issued or delivered, as the case may be, upon execution of the conversion (the "Settlement Shares") will, at the sole discretion of the Issuer
- (i) either be newly issued by the Issuer; or
- (ii) be existing Ordinary Shares, held by the Issuer as treasury shares, of the same class as the new shares to be delivered by or on behalf of the Issuer, provided that such delivery of existing Ordinary Shares can be legally effected and does not impair the rights which the relevant Bondholder would otherwise have.

The Issuer will procure delivery of the Settlement Shares through the Principal Conversion Agent.

"Settlement Disruption Event" means an event beyond the control of the Issuer as a result of which the Clearing System cannot settle book-entry transfers of such Settlement Shares.

(d) Under no circumstances will the Issuer be required to pay to a converting Bondholder the value of the NetShares (or the value of the Acceptance Event Net Shares, as the case may be) in cash or other assets upon a valid exercise of the Conversion Right.

§ 10 Adjustment of the Conversion Price

(a) Capital Increase from Conversion of the Capital Reserve or Retained Earnings, Share Split or Combining of Shares and Capital Decrease.
- (i) If, prior to the relevant Settlement Date, the Issuer increases its share capital by way of conversion of the capital reserve or retained earnings by issuing new Ordinary Shares (other than constituting a Scrip Dividend), the Conversion Price will be adjusted in accordance with the following formula:

$$CP_a = \ ^\frown CP \times \frac{N_o}{N_n}$$

Where:

CP^a = the adjusted Conversion Price;
CP = the Conversion Price in effect immediately prior to the Adjustment Date (subject to § 10(h));
Nn = the number of issued Ordinary Shares after the share capital increase; and
No = the number of issued Ordinary Shares before the share capital increase.

(ii) If, prior to the relevant Settlement Date, the Issuer:
- (A) increases the number of Ordinary Shares issued by reduction of the nominal amount per Ordinary Share (share split) or reduces the number of issued Ordinary Shares by increasing the nominal amount per share with no change in the share capital (reverse share split); or
- (B) reduces its share capital by combining Ordinary Shares,

the Conversion Price will be adjusted in accordance with § 10(a)(i) to the extent not otherwise provided for in § 10(a)(iii).

(iii) If, prior to the relevant Settlement Date, the Issuer decreases the share capital of the Issuer by way of a reduction of the nominal amount per Ordinary Share, the Conversion Price will not be adjusted and will remain unchanged. In this case the relevantSettlementShares will be delivered with their respective new nominal amount per Ordinary Share.

No adjustment of the Conversion Price will be made in case of a capital decrease by cancelling Ordinary Shares held in treasury.

$$CP_a = \text{ } CP \times \left[ \frac{N_o}{N_n} \times \left( \left\lfloor 1 - \frac{I+D}{M} \right\rfloor + \frac{I+D}{M} \right\rfloor \right]$$

Where:

CP^a = the adjusted Conversion Price;

CP = the Conversion Price in effect immediately prior to the Adjustment Date (subject to § 10(h));
Nn = the sum of (i) N^o (as defined below) and (ii) the maximum number of Ordinary Shares as may be issued pursuant to such share capital increase (determined on the basis of the number of issued Ordinary Shares before the share capital increase in respect of which such direct or indirect subscription right has been granted);
No = the number of issued Ordinary Shares on the Record Date of the share capital increase;
I = the subscription price of the new Ordinary Shares (translated (if necessary) into US dollars at the Relevant FX Rate on the Ex-Date) as determined by the Calculation Agent;
D = the dividend disadvantage (not discounted) (converted (if necessary) into US dollars at the Relevant FX Rate on the Ex-Date as determined by the Calculation Agent), if any, of the new Ordinary Shares compared to the existing Ordinary Shares on the Record Date of the share capital increase, as determined by the Calculation Agent; and
M = the Average Market Price.

There will be no adjustment of the Conversion Price if CP^a would, by applying the above formula, be greater than CP.

(c) Issue of Other Securities with Subscription Rights. If, prior to the relevant Settlement Date, the Issuer grants to its Shareholders direct or indirect subscription rights in relation to
- (i) any Ordinary Shares held in treasury (other than constituting a Scrip Dividend);
- (ii) any securities with subscription, option or conversion rights or conversion obligationsin relation to Ordinary Shares (but excluding the granting of subscription rights in the course of share capital increases in accordance with § 10(b)); or
- (iii) any other debt securities, participation rights or other securities of the Issuer

(the securities listed in (i) through (iii) together, the "Other Securities"), the Conversion Price will be adjusted in accordance with the following formula:

$$CP_a = \ ^{CP} \times \frac{M - F}{M}$$

Where:

CP^a = the adjusted Conversion Price;

CP = the Conversion Price in effect immediately prior to the Adjustment Date (subject to § 10(h));
M = the Average Market Price; and
F = the Fair Market Value of the direct or indirect rights to subscribe for such Other Securities to which a Shareholder is entitled per Ordinary Share on the Ex-Date of such grant,

provided that an adjustment will only be made if F > 0.

(d) Distributions. If, prior to the relevant Settlement Date, the Issuer distributes, allots or grants to its Shareholders:
- (i) any assets (not falling under clauses (ii), (iii) or (iv) below) including any dividend in kind but excluding any Cash Dividend and excluding any Spin-off Shares; or
- (ii) any Cash Dividend; or
- (iii) any debt securities, warrants or conversion rights (with the exclusion of the rights mentioned above in § 10(c)); or
- (iv) any put options in the case of a repurchase of Ordinary Shares,

the Conversion Price will be adjusted in accordance with the following formula:

$$CP_a = \text{ } \space CP \times \frac{M - F}{M}$$

Where:

CP^a = the adjusted Conversion Price;

CP = the Conversion Price in effect immediately prior to the Adjustment Date (subject to § 10(h));
M = the Average Market Price;
F = theFair Market Value of such assets, Cash Dividend, debt securities, warrants, conversion rights or put options distributed, allotted or granted per Ordinary Share to which a Shareholder is entitled on the Ex-Date of such distribution, allotment or grant,

provided that an adjustment will only be made if F > 0.

Several adjustments in accordance with § 10(d) will be made and calculated independently and separately of each other, even if the relevant resolutions and/or distributions are made on the same day.

(e) Merger or Split-up. If a merger or a split-up of the Issuer as transferor entity occurs prior to the relevant Settlement Date, each Bondholder will be entitled to receive equivalent rights in the transferee entity or entities.
(f) Demerger. If a demerger of the entire business or a part thereof of the Issuer or one or more of its Subsidiaries occurs prior to the relevant Settlement Date, the Conversion Price will be adjusted in accordance with the following formula:

$$CP_a = \text{ } \space CP \times \frac{M - F}{M}$$

Where:

CP^a = the adjusted Conversion Price;

CP = the Conversion Price in effect immediately prior to the Adjustment Date (subject to § 10(h));

M = the Average Market Price; and

F = the Fair Market Value of the number of Spin-off Shares to which a Shareholder is entitled per Ordinary Share, on the Ex-Date of the demerger,

provided that an adjustment will only be made if F > 0.

(h) If adjustments of the Conversion Price are required under more than one of § 10(a), (b), (c), (d), (e) and/or (f), or if the calculation of an adjustment under one of these provisions is based on market values which are required to be adjusted under another of these provisions beforehand, then such adjustment will be made:
- (x) in the case of adjustments with the same Record Date, by applying, first § 10(a)(ii), second § 10(d), third § 10(a)(i), fourth § 10(b), fifth § 10(c), sixth § 10(e) and finally § 10(f), but only to the extent each such provision is applicable in accordance with its terms; and
- (y) in all other cases, by applying the relevant clauses in the sequence in which their Adjustment Dates occur.

(i) If

(x) the Issuer determines, or
(y) the Principal Paying Agent has received notices from Bondholders holding Bonds in an aggregate principal amount of atleast 10 per cent. of the aggregate principal amount of all Bonds then outstanding in which the Bondholders determine

No adjustments shall furthermore be made in relation to the issue of Ordinary Shares or Other Securities for which the subscription right of the Shareholders has been indirectly or directly excluded.

(j) Adjustments in accordance with this § 10 will become effective as of the beginning of the Adjustment Date.

"Adjustment Date" means:

(i) in the case of an adjustment in accordance with § 10(a), the date on which the relevant event triggering the adjustment becomes effective, as determined by the Calculation Agent;

(ii) in the case of an adjustment in accordance with § 10(b), § 10(c), § 10(d) or § 10(f), the relevant Ex-Date or, if later, the first date on which such adjustment is capable of being determined;
(iii) in the case of an adjustment in accordance with § 10(e), the date on which the merger or the split-up of the Issuer becomes effective; or
(iv) in the case of an adjustment in accordance with § 10(i), the date on which such adjustment becomes effective, as determined by the Independent Expert.

In the case of any Bond in respect of which the Conversion Right has been exercised no adjustments in accordance with this § 10 will be made if:

(i) the Adjustment Date falls on or after the relevant Settlement Date; or
(ii) the Record Date of the relevant event triggering an adjustment to the Conversion Price in accordance with § 10 falls on or after the relevant Settlement Date.
(k) Adjustments in accordance with this § 10 or § 11(c)(i) will be calculated by the Calculation Agent (unless otherwise specified), subject to § 13(c). The Conversion Price determined in accordance with this § 10 or § 11(c)(i), if not an integral multiple of US\$ 0.0001, will be rounded down to the nearest whole multiple of US\$ 0.0001, and any subsequent adjustment to the Conversion Price shall be made on the basis of such Conversion Price so rounded.
(l) Notwithstanding anything to the contrary in these Terms and Conditions, the Conversion Price applicable in respect of any exercise of Conversion Rights shall never be lower than the nominal amount per Ordinary Share prevailing on the relevant Conversion Date. If the Conversion Price in effect on such date is lower than such nominal amount per Ordinary Share, the Conversion Price applicable to such exercise shall instead be such nominal amount per Ordinary Share, and the Issuer will not be obliged to compensate the Bondholders by a cash payment or in any other way.
(m) In these Terms and Conditions, the following terms will have the following meanings:

"Cash Dividend" means any cash dividend or other cash distribution paid by the Issuer per Ordinary Share prior to deduction of any withholding tax.

"Fair Market Value" of a dividend, a subscription right or any other distribution, allotment or grant of securities (including Spin-off Shares), rights or other assets, on any FMV Date, means,

(i) if the Issuer pays to itsShareholders a Cash Dividend (other than aScrip Dividend) or distributes any other cash amount, the amount of such Cash Dividend or the amount of such other distribution in cash per Ordinary Share prior to deduction of any withholding tax on such FMV Date, as determined by the Calculation Agent;

(ii) in the case of a Scrip Dividend, the greater, as determined by the Calculation Agent, of the following amounts:
- (A) the cash amount thereof on such FMV Date; and
- (B) the value of the Ordinary Shares or other securities, rights or assets offered by the Issuer as an alternative to such cash amount. Such value will be equal to,
  - (I) in the case of Ordinary Shares,
    - (1) the fair market value of such Ordinary Shares on such FMV Date as calculated pursuant to the formula in clause (iii) below, or
    - (2) if the Scrip Determination Date falls on or after the Ex-Date of the Scrip Dividend, the product of the number of Ordinary Shares distributed per existing Ordinary Share and the arithmetic average of the daily Share Prices on the three consecutive Trading Days ending on and including the Trading Day immediately preceding the Scrip Determination Date (provided that if the Ordinary Share is quoted "cum" such Scrip Dividend on one or more of such Trading Days, the relevant daily Share Price on each such Trading Day shall be reduced by an amount equal to the fair market value of such Scrip Dividend on the Ex-Date of such Scrip Dividend), and
  - (II) in the case of other securities, rights or other assets, the fair market value of such other securities, rights or other assets, as determined pursuant to clause (iv) or, as the case may be, clause (v) below, on the later of the following days: (1) the Ex-Date of the Scrip Dividend and (2) the Scrip Determination Date, all as determined by the Calculation Agent;
(iii) in the case of Ordinary Shares (for the purposes of § 10(d)(i) or clause (ii)(B)(I)(1) above), the amount calculated by the Calculation Agent in accordance with the following formula:

$$F = \frac{M \times N}{(1 + N)}$$

Where:

F = the Fair Market Value on such FMV Date;
M = the Average Market Price; and
N = the number of Ordinary Shares distributed per existing Ordinary Share;
(iv) in the case of any other distribution, allotment or grant of other securities (including Spin-off Shares), rights or other assets which are publicly traded on a Relevant Market of adequate liquidity (as determined by the Calculation Agent), the number of such other securities, rights or other assets distributed, allotted or granted per Ordinary Share multiplied by the arithmetic average of the daily Security Prices of such security, right or other asset on the five Trading Days (or such shorter period as such securities, rights or other assets are publicly traded) beginning on such FMV Date (or, if later, the Adjusted FMV Date), as calculated by the Calculation Agent; or
(v) in the case of any other distribution, allotment or grant of other securities (including Spin-off Shares), rights or other assets which are not publicly traded on a stock exchange or securities market of adequate liquidity, the fair market value on such FMV Date of such other securities,

rights or other assets distributed, allotted or granted per Ordinary Share as determined by an Independent Expert,

in each case translated (if necessary) into USdollars atthe RelevantFX Rate on the relevantFMV Date (or the relevant Adjusted FMV Date, if applicable).

Where:

"Adjusted FMV Date" meansthe firstsuch Trading Day on which the relevantsecurities, rights or other assets are publicly traded.

"FMV Date" means any date for which the Fair Market Value of any security, right or other asset is to be determined.

"Security Price" on any Trading Day means

(i) the volume-weighted average price of the relevant security, right or other asset on the Relevant Market on the relevant Trading Day
- (A) appearing on the Bloomberg screen page HP(setting "Weighted Average Line") for such security, right or other asset in respect of the Relevant Market and the relevant Trading Day on the Bloomberg information system (or any successor screen page or setting), or
- (B) if no such volume-weighted average price of the security, right or other asset is available as aforesaid from the Bloomberg information system,the volume-weighted average price of such security, right or other asset during the primary trading session on the Relevant Market on the relevant Trading Day as derived from the Relevant Market (or other appropriate source as determined by an Independent Expert), or
(ii) if no such volume-weighted average price of the security, right or other asset is available, the official closing price of the security, right or other asset as reported for the primary trading session on the Relevant Market on the relevant Trading Day, or
(iii) if no such official closing price of the security, right or other asset is reported on the Relevant Market on the relevant Trading Day, the last reported official quotation of the security, right or other asset on the Relevant Market, during the primary trading session on the relevant Trading Day, or
(iv) if no such quotations or prices are available, an Independent Expert will determine the Security Price on the basis of such quotations or other information as such Independent Expert considers appropriate; any such determination will be conclusive. Any reference in these Terms and Conditions to the Security Price will include, if the determination of the Security Price is

discontinued, a reference to a quotation which replaces the Security Price (x) by operation of law or (y) on the basis of generally accepted market practice,

in each case translated (if necessary) into US dollars at the Relevant FX Rate on such Trading Day.

"Spin-off Shares" means the shares in the acquiring entity (or acquiring entities) which a shareholder of the Issuer is entitled to receive in the course of the demerger.

(n) The Issuer will give notice in accordance with § 14 of an adjustment to the Conversion Price pursuant to this § 10 or § 11(c)(i) and/or any other adjustment to the terms of the Conversion Right as soon as practicable.
(o) In making any calculation or determination of a Share Price, a Security Price, a Fair Market Value or an Average Market Price, adjustments (if any) shall be made as the Calculation Agent (provided that the Calculation Agent determines, in its sole discretion, that it is capable, acting in such Calculation Agent capacity, of performing such adjustment) or as an Independent Expert considers necessary and appropriate to reflect any issue of Ordinary Shares as a result of a share capital increase from the conversion of the capital reserve or retained earnings (§ 10(a)(i)), any share split/reverse share split of the Ordinary Shares or combining of Ordinary Shares (§ 10(a)(ii)), any issue of Ordinary Shares as a result of a share capital increase with subscription rights (§ 10(b)), any issue of Other Securities with subscription rights (§ 10(c)) or any similar event, or to take account (to the extent as such Independent Expert considers necessary and appropriate) of any distribution or other entitlement in respect of which the Ordinary Share is quoted "cum" or "ex" on the relevant day or during part or all of the relevant period.

§ 11 Acquisition of Control, Take-over Bid

(a) Acquisition of Control.
- (i) If an Acquisition of Control occurs (whether or not in the context of a Take-over Bid), the Issuer will, as soon as practicable after becoming aware thereof, fix the Control Record Date and give notice in accordance with § 14 of the Acquisition of Control, the Control Record Date and the adjusted Conversion Price determined in accordance with § 11(c)(i).
- (ii) If, during the Conversion Period, an Acquisition of Control occurs and a Bondholder validly exercises the Conversion Right in respect of any Bond during the relevant Acquisition of Control Conversion Period such that the Conversion Date falls on or prior to the last day of the Acquisition of Control Conversion Period, then the Conversion Price for purposes of § 8 will be the Conversion Price adjusted in accordance with § 11(c)(i).

or redeemed due by giving notice in accordance with § 11(a)(iv) which notice will take effect on the Control Record Date.

(b) Take-over Bid.
- (i) If, during the Conversion Period, any Bidder publishes a Take-over Bid in accordance with § 14(2) WpÜG, the Issuer will give notice in accordance with § 14 of the Take-over Bid and of the prospective Acceptance Record Date as soon as practicable after becoming aware of the publication.
- (ii) Conditional Conversion Notice
  - (A) If (I) the Issuer gives notice in accordance with § 11(b)(i) of a Take-over Bid and if (II) the Acceptance Record Date falls on or prior to the last day of the Conversion Period, each Bondholder has the conditional right to convert each Bond in whole, but not in part, at the Conversion Price adjusted in accordance with § 11(c)(i) by delivering, at its own expense, a Conversion Notice that is conditional on the occurrence of an Acceptance Event and designated as conditional (the "Conditional Conversion Notice") using the then valid form of Conditional Conversion Notice obtainable from the Principal Conversion Agent. § 8(b)(i) shall apply mutatis mutandis to the Conditional Conversion Notice, subject to the following: the Conditional Conversion Notice must be received by the Principal Conversion Agent during the Conditional Conversion Notice Period, and it is irrevocable even if the acceptance period pursuant to § 16(1) WpÜG is extended after the submission of the Conditional Conversion Notice or if an Acquisition of Control occurs prior to the Settlement Date. Where any such Conditional Conversion Notice is validly submitted on a day which falls in more than one Conditional Conversion Notice Periods, such notice shall specify in respect of which Take-over Bid the Conditional Conversion Notice applies.
  - (B) In addition, the Bondholder is required to deliver to the Principal Conversion Agent the Bonds to be converted in accordance with § 8(b)(ii) during the Conditional Conversion Notice Period. § 8(b)(ii) will apply mutatis mutandis to the delivery of Bonds in respect of a Conditional Conversion Notice.
- (iii) If, on or prior to the last day of the Conversion Period, an Acceptance Event occurs and the requirements specified in § 11(b)(ii)(A) and (B) for the exercise of the conditional Conversion Right are fulfilled, then the following applies:
  - (A) Any Conditional Conversion Notice becomes unconditional (and the Conversion Right in respect of the relevant Bonds shall be deemed to have been exercised pursuant to § 11(b)(ii) and (iii)) on the day on which the Acceptance Event occurs, regardless of whether that day is a Business Day.
(B) The Issuer will give notice in accordance with § 14 of this fact, the adjusted Conversion Price determined in accordance with § 11(c)(i) and the Acceptance Record Date as soon as practicable after the publication by the Bidder of the announcement triggering the occurrence of the Acceptance Event.
(C) The relevant Conversion Date will be determined in accordance with § 8(b)(iv)(C).
(D) The number of Settlement Shares determined in accordance with § 11(d) and § 8(d)(i) must be transferred to the securities account of the converting Bondholder or its nominee specified in the Conditional Conversion Notice as soon as practicable after the occurrence of the Acceptance Event and no later than on the relevant Scheduled Settlement Date.
(iv) If it is certain that no Acceptance Event will occur, or if the Acceptance Event occurs after the last day of the Conversion Period, the Conditional Conversion Notice expires.
(v) If, during the Conditional Conversion NoticePeriod, a Bondholder delivers a Conversion Notice thatis not designated as a Conditional Conversion Notice, such notice will be treated as a normal Conversion Notice in accordance with § 8(a) or in accordance with § 8(a) in conjunction with § 11(a)(ii), if applicable, and § 11(b)(ii) and (iii) will not apply to such Conversion Notice.

(vi) The conditional Conversion Right in accordance with this § 11(b) may not be exercised by a Bondholder if such Bondholder has terminated its Bonds in accordance with § 5(d), § 5(e), § 11(a)(iii) or § 12 or has submitted a Conversion Notice in accordance with § 8(a) or in accordance with § 11(a)(ii) in conjunction with § 8(a), if applicable.
(c) Adjustment of the Conversion Price.
- (i) If
  - (A) upon the occurrence of an Acquisition of Control, a Bondholder exercises its Conversion Right in accordance with § 8(a) in conjunction with § 11(a)(ii) such that the Conversion Date falls on or prior to the last day of the Acquisition of Control Conversion Period; or
  - (B) a Bondholder has validly submitted a Conditional Conversion Notice which has become unconditional in accordance with § 11(b)(iii)(A),

then the Conversion Price in respect of any such exercise of the Conversion Right (or the conditional Conversion Right, as the case may be) shall be adjusted as follows:

$$CP_a = \frac{CP}{1 + Pr \times \frac{c}{t}}$$

Where:

CP^a = the adjusted Conversion Price;

CP = the Conversion Price on the day immediately preceding the day on which the Acceptance Event or the Acquisition of Control, as applicable, occurs, subject to § 11(c)(iii);
Pr = the initial conversion premium of [●] per cent.;
c = the number of days from and including the date on which the Acquisition of Control or the Acceptance Event, as applicable, occurs to but excluding the Maturity Date, subject to § 11(c)(iii); and
t = the number of days from and including the date of issue of the Bonds to but excluding the Maturity Date.

(ii) Adjustment in accordance with clause (i) becoming effective

In the case of a Take-over Bid, the adjustment to the Conversion Price in accordance with this § 11(c) will become effective the date on which the Acceptance Event occurs.

(iii) Exclusion of multiple adjustments

In the case of a Take-over Bid, in which an Acceptance Event as well as an Acquisition of Control occurs, the Conversion Price shall be adjusted in accordance with § 11(c)(i) only once.

(iv) § 10(k), (l) and (n) apply mutatis mutandis.
(d) Net Share Settlement following an Acceptance Event.
- (i) The Issuer, upon any valid exercise of the Conversion Rights in accordance with § 11(b), will, in respect of the Principal Amount per Bond,
  - (A) convert a portion of the Principal Amount as is equal to the number of Acceptance Event Net Shares multiplied with the Conversion Price adjusted in accordance with § 11(c) into such number of Settlement Shares as is equal to the number of Acceptance Event Net Shares, and issue and/or deliver the number of Settlement Shares in accordance with § 8(d)(i) applied mutatis mutandis as soon as practicable after the occurrence of the Acceptance Event and no later than on the relevant Scheduled Settlement Date (subject to § 9(c)); and
  - (B) pay to the relevant Bondholder the Acceptance Event Cash Conversion Amount by transfer to the cash account specified in the relevant Conditional Conversion Notice as soon as practicable after the occurrence of the Acceptance Event and on the relevant Scheduled Settlement Date.
- (ii) On or prior to the Conversion Date the Calculation Agent will determine the Acceptance Event Cash Conversion Amount in accordance with this § 11(e)(ii).

"Acceptance Event Cash Conversion Amount" means the lower of the following amounts:

(A) the Principal Amount; and

(B) the Acceptance Event Conversion Value,

all as determined by the Calculation Agent.

$$AECV = AECR \times OP$$

Where:

"AECR" or "Acceptance Event Conversion Ratio" per Bond is equalto thePrincipal Amount divided by the Conversion Price adjusted in accordance with § 11(c); and

"OP" means the Offer Price, translated (if necessary) into US dollars at the Relevant FX Rate on the Acceptance Record Date.

(iii) On or prior to the Conversion Date the Calculation Agent will determine the Acceptance Event Net Shares in accordance with this § 11(d)(iii).

"Acceptance Event Net Shares" means,

(A) if the Acceptance Event Conversion Value is equal to or lower than the Principal Amount, zero; and
(B) if the Acceptance Event Conversion Value exceeds the Principal Amount, the number of SettlementShares determined by the Calculation Agentin accordance with the following formula (rounded to the nearest whole multiple of 0.00001, with 0.000005 rounded upwards):

$$\frac{B}{OP}$$

Where:

"B" means (x) the Acceptance Event Conversion Value minus (y) the Principal Amount; and

"OP" has the meaning set out in clause (ii) above.

(e) Definitions. In these Terms and Conditions, the following terms will have the following meanings:

"Acceptance Record Date" means the last day of the Initial Acceptance Period.

An "Acquisition of Control" will be deemed to have occurred:

(i) if after the date of issue of the Bonds any Person or Persons ("Relevant Person(s)") and/or any Person or Persons acting on behalf of any such Relevant Person(s), (irrespective of whether the management board or the supervisory board of the Issuer has given its consent thereto) acquire(s) Control of the Issuer (unless the acquirer is a credit institution, financial service provider or agent that acquires the relevant Ordinary Shares only temporarily in a transitory function in connection with the implementation of a capital measure or corporate action; or
(ii) in the event of a Mandatory Offer for Ordinary Shares of the Issuer a situation arises in which (x) Ordinary Shares of the Issuer already in the direct or indirect, legal and/or beneficial, ownership (within the meaning of the Dutch Act on Financial Supervision) of the Bidder and

(y) Shares in the Issuer in relation to which the Mandatory Offer has already been accepted, carry in aggregate 50 per cent. or more of the voting rights in the Issuer.

"Bidder" is the Person making the Take-over Bid or the Mandatory Offer.

(i) if the consideration comprises solely cash which is expressed by the Bidder in the relevant offer document as a single fixed amount in a single currency, the Offer Price shall be deemed to be such fixed cash amount in the currency in which it is so expressed by the Bidder (whether or not such cash amount may be subsequently paid to certain holders of the Ordinary Shares in another currency based on the exchange rate prevailing at or around the date of payment of such cash amount); and
(ii) in any other case, including without limitation if the consideration is a fixed cash amount expressed in more than one currency, if the consideration comprises shares, or if there is more than a single type of consideration,the OfferPrice shall be the amount of any such consideration

as at 4:00 pm (Frankfurttime) on the Acceptance Record Date, as determined by an Independent Expert.

§ 12 Termination Rights of the Bondholders

(a) Each Bondholder will be entitled to declare all or some only of its Bonds due and demand immediate redemption of such Bonds at the Principal Amount plus any accrued interest if any of the following events (each an "Event of Default") occurs:
- (i) the Issuer fails to pay principal or any other amount in respect of the Bonds within three Business Days from the relevant due date;
- (ii) the Issuer fails to duly perform any other obligation arising from the Bonds and such default, except where such default is incapable of remedy, continues unremedied for more than 60 calendar days after the Issuer (through the Principal Paying Agent) has received notice thereof from a Bondholder;
- (iii) (A) any Capital Markets Indebtedness of the Issuer or any Material Subsidiary is declared to be due and payable prior to its stated maturity as a result of any default (however described) and the aggregate amount of all Capital Markets Indebtedness referred to herein reaches or exceeds US\$ 50,000,000 (or its equivalent in any other currency or currencies); or
  - (B) any Capital Markets Indebtedness of the Issuer or any Material Subsidiary is not paid when due and payable after expiration of any applicable grace period and the aggregate amount of all Capital Markets Indebtedness referred to herein reaches or exceeds US\$ 50,000,000 (or its equivalent in any other currency or currencies).
- (iv) the Issuer or any Material Subsidiary suspends its payments in their entirety or announces its inability to meet its financial obligations;
- (v) a competent court opens insolvency proceedings against the Issuer or any Material Subsidiary which is not dismissed or stayed within 60 days after the commencement thereof, or the Issuer or any Material Subsidiary institutes such a proceeding;
- (vi) the Issuer ceases all or substantially all of its business operations or sells or otherwise transfers all or substantially all of its assets to third parties (except for any Subsidiary); or
- (vii) the Issuer is wound up, unless this is effected in connection with a merger or another form of amalgamation with another company or in connection with a restructuring, and the other or the new company assumes all obligations of the Issuer arising under the Bonds.

The right to declare Bonds due will terminate if the situation giving rise to it has been cured before such right is exercised.

(b) Any notice declaring Bonds due in accordance with § 12(a) will be made by means of a declaration in text form in the German or English language to thePrincipalPaying Agent in accordance with the rules and procedures of the Clearing System. Evidence that such Bondholder at the time of such notice is a

holder of the relevant Bonds shall be attached to the declaration. Such evidence can be provided by means of a certificate of the Custodian or in any other appropriate manner.

(c) In the event specified in § 12(a)(ii) or § 12(a)(iii), any notice declaring Bonds due shall, unless at the time such notice is received any of the Events of Default specified in § 12(a)(i) or § 12(a)(iv)-(vii) has occurred, become effective only when the Principal Paying Agent has received such default notices from the Bondholders representing at least 25 per cent. of the aggregate principal amount of the Bonds then outstanding.
(d) Termination notices received by the Principal Paying Agent after 4:00 p.m. (Frankfurt time) only become effective on the immediately succeeding Business Day.

§ 13 Paying Agents, Conversion Agents and Calculation Agent

The address of the specified offices of the Principal Paying Agent and the Principal Conversion Agent is:

Deutsche Bank Aktiengesellschaft, Taunusanlage 12, 60325 Frankfurt am Main, Federal Republic of Germany, Attention: Trust & Agency Services

In no event will the specified office of any Agent be within the United States.

(b) The Issuer will procure that there will be a Principal Paying Agent, a Principal Conversion Agent and a Calculation Agent at all times. The Issuer is entitled to appoint other banks of international standing as Paying Agents or Conversion Agents, or, in the case of the Calculation Agent only, a bank of international standing or a financial adviser with relevant expertise. Furthermore, the Issuer is entitled to terminate the appointment of any Agent. In the event of such termination or such Agent being unable or unwilling to continue to act as Agent in the relevant capacity, the Issuer will appoint another bank of international standing as Paying Agent or Conversion Agent, or, in the case of the Calculation Agent only, a bank of international standing or a financial adviser with relevant expertise. Such appointment or termination will be published as soon as practicable in accordance with § 14, or should this not be possible, be published in another appropriate manner.
(c) All determinations, calculations and adjustments made by any Agent will be made in conjunction with the Issuer and will, in the absence of manifest error, be conclusive in all respects and binding upon the Issuer and all Bondholders.

Principal Conversion Agent except with respect to the execution of the conversion of the Bonds), and no Agent shall incur any liability as against the Bondholders or any other Agent.

(e) If the Issuer appoints an Independent Expert in accordance with these Terms and Conditions, § 13(c) and (d) shall apply mutatis mutandis to the Independent Expert.

§ 14 Notices

(a) The Issuer will, subject to § 17(f), publish all notices concerning the Bonds on its homepage (www.qiagen.com). Any such notice will be deemed to have been given when so published by the Issuer.
(b) If the Bonds are listed on any stock exchange at the initiative of the Issuer, and the rules of that stock exchange so require, all notices concerning the Bonds will be made in accordance with the rules of the stock exchange on which the Bonds are listed.
(c) In addition, the Issuer will deliver all notices concerning the Bonds to the Clearing System for communication by the Clearing System to the Bondholders.
(d) A notice effected in accordance with § 14(a) to (c) above will be deemed to be effected on the date on which the first such communication is, or is deemed to be, effective.

§ 15 Issue of Additional Bonds

§ 16 Presentation Period

The period for presentation of the Bonds pursuant to § 801(1) sentence 1 BGB will be 10 years.

§ 17 Amendments to the Terms and Conditions, by resolution of the Bondholders; Joint Representative

(a) Amendment of the Terms and Conditions. The Issuer may amend the Terms and Conditions with the consent of a majority resolution of the Bondholders pursuant to § 5 et seqq. of the German Act on Issues of Debt Securities (Gesetz über Schuldverschreibungen aus Gesamtemissionen), as amended (the "SchVG"). In particular, the Bondholders may consent to amendments which materially change the substance of the Terms and Conditions, including such measures as provided for under § 5 paragraph 3 SchVG by resolutions passed by such majority of the votes of the Bondholders as stated under § 17(b) below. A duly passed majority resolution shall be binding equally upon all Bondholders. There will be no amendment of the Terms and Conditions without the Issuer's consent.
(b) Majority. Except as provided by the following sentence and provided that the quorum requirements are being met, the Bondholders may pass resolutions by simple majority of the voting rights participating in the vote. Resolutions which materially change the substance of the Terms and Conditions, in particular in the cases of § 5 paragraph 3 numbers 1 through 9 SchVG or relating to material other matters may only be passed by a majority of at least 75 per cent. of the voting rights participating in the vote (a "Qualified Majority").
(c) Passing of resolutions. The Bondholders can pass resolutions in a meeting (Gläubigerversammlung) in accordance with § 5 et seqq. SchVG or by means of a vote without a meeting (Abstimmung ohne Versammlung) in accordance with § 18 and § 5 et seqq. SchVG.
(i) Attendance at the meeting and exercise of voting rights is subject to the Bondholders' registration. The registration must be received at the address stated in the convening notice no later than the third day preceding the meeting. As part of the registration, Bondholders must provide evidence of their eligibility to participate in the vote by means of a special confirmation of the Custodian in accordance with § 18(d)(i)(A) and (B) hereof in text form and by submission of a blocking instruction by the Custodian stating that the relevant Bonds are not transferable from and including the day such registration has been sent until and including the stated end of the meeting.
(ii) Together with casting their vote, Bondholders must provide evidence of their eligibility to participate in the vote without a meeting by means of a special confirmation of the Custodian in accordance with § 18(d)(i)(A) and (B) hereof in text form and by submission of a blocking instruction by the Custodian stating that the relevant Bonds are not transferable from and including the day such vote has been cast until and including the day the voting period ends.
(d) Second Meeting. If it is ascertained that no quorum exists for the meeting in accordance with § 17(c)(i) or the vote without a meeting in accordance with § 17(c)(ii), in case of a meeting the chair (Vorsitzender) may convene a second meeting in accordance with § 18(4) sentence 2 and § 15 paragraph 3 sentence 2 SchVG or in case of a vote without a meeting the scrutineer (Abstimmungsleiter) may convene a second meeting within the meaning of § 15 paragraph 3 sentence 3 SchVG. Attendance at the second meeting and exercise of voting rights is subject to the Bondholders' registration. The provisions set out in § 17(c)(i) shall apply mutatis mutandis to Bondholders' registration for a second meeting.
(e) Bondholders' Representative. The Bondholders may by majority resolution provide for the appointment or dismissal of a bondholders' representative (the "Bondholders' Representative"), the duties and responsibilities and the powers of such Bondholders' Representative, the transfer of the rights of the Bondholders to the Bondholders' Representative and a limitation of liability of the Bondholders' Representative. Appointment of a Bondholders' Representative may only be passed by a Qualified Majority if such Bondholders' Representative is to be authorized to consent, in accordance with § 17(b) hereof, to a material change in the substance of the Terms and Conditions or other material matters.
(f) Publication. Any notices concerning this § 17 shall be made exclusively pursuant to the provisions of the SchVG.

§ 18 Final Clauses

(a) The form and content of the Bonds and the rights of the Bondholders and the obligations of the Issuer, including the choice of forum clause below, will in all respects be governed by the laws of the Federal Republic of Germany.
(b) Place of performance is Frankfurt am Main, Federal Republic of Germany.
(c) To the extent legally permitted, the courts of Frankfurt am Main, Federal Republic of Germany will have jurisdiction for any action or other legal proceedings arising out of or in connection with the Bonds. This is subject to any exclusive court of venue for specific legal proceedings in connection with the SchVG.
(d) Any Bondholder may in any proceedings against the Issuer or to which the Bondholder and the Issuer are parties protect and enforce in its own name the rights arising under the Bonds on the basis of:
- (i) a certificate issued by the Custodian
(A) stating the full name and address of the Bondholder;
(B) specifying the aggregate principal amount of Bonds credited on the date of such statement to such Bondholder's securities accounts maintained with the Custodian; and
(C) confirming thatthe Custodian has given a notice to the Clearing System and thePrincipal Paying Agent containing the information specified in (A) and (B) and bearing acknowledgements of the Clearing System and the relevant account holder in the Clearing System; as well as
(ii) a copy of the Global Bond, certified as being a true copy by a duly authorized officer of the Clearing System or the Principal Paying Agent.

Schedule 2 Form of Global Bond

ISIN: DE000A3L06J9 Common Code: 289817557 German Securities Code (WKN): A3L06J

QIAGEN N.V.

with corporate seat (statutaire zetel) in Venlo, The Netherlands

(the "Issuer")

GLOBAL BEARER BOND representing

USD [●] million

(in words: [●] US dollars) Convertible Bonds due 2031 convertible into ordinary registered shares of QIAGEN N.V.,

divided into bearer bonds in the principal amount of USD 200,000 each and ranking pari passu among themselves.

This global bearer bond (the "Global Bond") represents convertible bonds of the Issuer in the aggregate principal amount of USD [●] million, divided into Bonds in the principal amount of USD 200,000 each (the "Bonds"), and having the provisions specified, in the Terms and Conditions as annexed hereto. Definitive notes representing the Bonds will not be issued. References in this Global Bond to the "Terms and Conditions" shall be to the Terms and Conditions as annexed hereto. Words and expressions defined or set out in the Terms and Conditions shall have the same meaning when used in this Global Bond.

The Issuer, subject to and in accordance with the Terms and Conditions, undertakes to deliver to the Bondholders upon conversion ordinary registered shares of the Issuer.

This Global Bond is governed by, and shall be construed in accordance with, the laws of the Federal Republic of Germany.

Venlo, [•] 2024

QIAGEN N.V.

By: By:

(Authorised Signatory) (Authorised Signatory)

Authentication Signature (withoutliability, warranty or recourse):

(Authorised Signatory)

[The Terms and Conditions must be annexed hereto.]

Schedule 3 Form of Pricing Agreement

3 September 2024

QIAGEN N.V.

as Issuer

and

BOFA SECURITIES EUROPE SA

and

GOLDMAN SACHS BANK EUROPE SE

and

DEUTSCHE BANK AKTIENGESELLSCHAFT

as Joint Global Coordinators and Joint Bookrunners

and

BNP PARIBAS

and

CITIGROUP GLOBAL MARKETS EUROPE AG

and

J.P. MORGAN SE

as Joint Bookrunners

PRICING AGREEMENT

relatingtothe QIAGEN N.V. USD [●] million Convertible Bonds due 2031 ISIN DE000A3L06J9 convertible into ordinary registered shares of QIAGEN N.V.

This Pricing Agreement (the "Pricing Agreement") is dated 3 September 2024 and made between:

(1) QIAGEN N.V., a public company with limited liability (naamloze vennootschap) incorporated under the laws of The Netherlands, having its corporate seat (statutaire zetel) in Venlo, The Netherlands, and having its registered office at Hulsterweg 82, 5912 PL Venlo, The Netherlands, and registered with the trade register of the Dutch Chamber of Commerce under number 12036979 (the "Issuer");
(2) BOFA SECURITIES EUROPE SA, 51 rue La Boétie, 75008 Paris, France, GOLDMAN SACHS BANK EUROPE SE, Marienturm, Taunusanlage 9-10, 60329 Frankfurt am Main, Germany and DEUTSCHE BANK AKTIENGESELLSCHAFT, Taunusanlage 12, 60325 Frankfurt am Main, Germany (together, the "Joint Global Coordinators"); and
(3) BNP PARIBAS, 16, boulevard des Italiens, 75009 Paris, France, CITIGROUP GLOBAL MARKETS EUROPE AG, Reuterweg 16, 60323 Frankfurt am Main, Germany and J.P. MORGAN SE, Taunustor 1 (TaunusTurm), 60310 Frankfurt am Main, Germany (together with the Joint Global Coordinators, the "Joint Bookrunners").

Recital:

On 3 September 2024, the Issuer and the Joint Bookrunners entered into a subscription agreement with respect to the issuance of Convertible Bonds due 2031, ISIN DE000A3L06J9, in an aggregate principal amount of USD [●] million (the "Bonds", which expression where the context so admits shall include the Global Bond (as defined below) to be delivered in respect of the Bonds) (the "Subscription Agreement") which provides that the final terms and conditions of the Bonds, in particular the aggregate principal amount and the conversion price of the Bonds will be determined in a bookbuilding process and fixed in this Pricing Agreement.

IT IS AGREED as follows:

1 Certain Definitions; Subscription Agreement

1.1 References to capitalised terms not defined in this Pricing Agreement are to those terms as defined in the Subscription Agreement and in the Terms and Conditions (as defined in the Subscription Agreement), except where the context requires otherwise.
1.2 In case of any conflicts between the provisions contained in (A) this Pricing Agreement, (B) the Subscription Agreement or (C) any other agreement entered into between the Issuer and the Joint Bookrunners prior to the date of this Pricing Agreement and relating to the transaction contemplated by this Pricing Agreement, the provisions contained in this Pricing Agreement shall prevail.

2 Terms of the Issuance of the Bonds

The terms of the Bonds have been agreed between the parties to this Pricing Agreement as follows:

Maturity Date:	[●] 2031
Aggregate Principal Amount of Bonds:	USD [●] million
Issue Price:	[100.00] per cent.
Reference Share Price:	USD [●] per share
Conversion Premium:	[●] per cent.

Initial Conversion Price: USD [●]

3 Miscellaneous

3.1 This Pricing Agreement, including the choice of forum clause below, shall be governed by, and construed in accordance with, the laws of the Federal Republic of Germany.
3.2 Any non-contractual rights and obligations arising out of or in connection with this Pricing Agreement shall also be governed by the laws of the Federal Republic of Germany.
3.3 Place of performance is Frankfurt am Main, Germany.
3.4 Any action or other legal proceedings (the "Proceedings") arising out of or in connection with this Pricing Agreement may be brought in the District Court (Landgericht) in Frankfurt am Main, Germany. Nothing contained herein shall limit the right of any party hereto to take Proceedings against any other party hereto in any other court of competent jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction, whether concurrently or not.
3.5 Any provision of this Pricing Agreement, including this Clause 3.5, may be amended or supplemented only if the Issuer and the Joint Bookrunners agree in writing.
3.6 Should any provision contained in this Pricing Agreement be or become invalid, illegal or unenforceable or incomplete in any jurisdiction, the validity, legality and enforceability of the remaining provisions (or of such provision in any other jurisdiction) will not in any way be affected or impaired thereby with respect to any other party or parties hereto to the fullest extent legally possible. Such invalid, illegal or unenforceable provision shall be replaced by means of supplementary interpretation (ergänzende Vertragsauslegung) by a valid, legal and enforceable provision, which most closely approximates the parties' commercial intention. This shall also apply mutatis mutandis to any unintended gaps (Vertragslücken) in this Pricing Agreement.

Signature Page to the Pricing Agreement

This Pricing Agreement has been entered into on the date first stated above.

QIAGEN N.V.

BOFA SECURITIES EUROPE SA

By:

GOLDMAN SACHS BANK EUROPE SE

DEUTSCHE BANK AKTIENGESELLSCHAFT

BNP PARIBAS

CITIGROUP GLOBAL MARKETS EUROPE AG

J.P. MORGAN SE

Schedule 4

List of Documents to be delivered pursuant to Clause 4.2.9 and Clause 4.2.10

1 List of Documents to be delivered pursuant to Clause 4.2.9

A copy of each of the following documents relating to the Issuer:

1.1 the current Articles certified by authorised signatories of the Issuer;
1.2 an electronic extract from the Trade Register of the Chamber of Commerce (Kamer van Koophandel, afdeling Handelsregister) regarding the Issuer dated the Pricing Date; and
1.3 copies of all corporate and other consents, approvals or authorisations, including the managing board resolutions (including a power of attorney) and the supervisory board resolutions (which resolutions include the Authorisation), required by the Issuer in connection with the issuance of the Bonds and the entry into the Contracts and the performance by the Issuer of its obligations under the Bonds and the Contracts, which shall be delivered to the Settlement Lead Manager on behalf of the Joint Bookrunners on or before the Closing Date.
2 List of Documents to be delivered pursuant to Clause 4.2.10
2.1 Executed legal opinions, in form and substance satisfactory to the Joint Bookrunners, dated the Closing Date, of:
- 2.1.1 Clifford Chance PmbB, legal advisers to the Joint Bookrunners as to German law;
- 2.1.2 Linklaters LLP, legal advisers to the Issuer as to German law; and
- 2.1.3 De Brauw Blackstone Westbroek N.V., legal advisers to the Issuer as to Dutch law.
2.2 An original certificate, dated the Closing Date, signed by two duly authorised officers of the Issuer, substantially in the form set out in Schedule 6 (the "Closing Certificate").
2.3 An electronic extract from the Trade Register of the Chamber of Commerce (Kamer van Koophandel, afdeling Handelsregister) regarding the Issuer dated the Closing Date.

Schedule 5 Selling Restrictions

1 General: No action has been or will be taken in any jurisdiction by the Joint Bookrunners that would to the best of their knowledge permit a public offer of the Bonds, or possession or distribution of any offering or publicity material relating to the Bonds, in any country or jurisdiction where action for that purpose is required.
2 Prohibition of Sales to Retail Investors in the EEA: The Bonds are not intended, to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU ("MiFID II") or (ii) a customer within the meaning of Directive 2016/97/EU (the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Accordingly, each Joint Bookrunner represents, warrants and agrees that it has not offered or sold, and will not offer or sell, any of the Bonds to any retail investor in the EEA.
3 Prohibition of Sales to Retail Investors in the United Kingdom: The Bonds are not intended, to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA") or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the "FSMA") and any rules and regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA. Accordingly, each Joint Bookrunner represents, warrants and agrees that it has not offered or sold, and will not offer or sell, any of the Bonds to any retail investor in the United Kingdom.

4 United States:

4.1 The Bonds and the Settlement Shares: The Bonds and the Settlement Shares to be delivered on conversion of the Bonds (together, the "Securities") have not been and will not be registered under the U.S. Securities Act of 1933 (the "Securities Act") and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Each of the Joint Bookrunners represents that it has not offered or sold, and agrees that it will not offer or sell, any of the Securities constituting part of its allotment except outside of the United States to non-U.S. persons in an "offshore transaction" accordance with Rule 903 of Regulation S under the Securities Act ("Regulation S"). Accordingly, neither it, its affiliates nor any persons acting on its or their behalf have engaged or will engage in any directed selling efforts with respect to the Bonds and the Settlement Shares to be delivered upon conversion of the Bonds and all such persons have complied and will comply with the offering restrictions requirement of Regulation S. Terms used in this paragraph have the meanings given to them by Regulation S.

4.2 Such Joint Bookrunner has offered and sold the Bonds, and will offer and sell the Bonds, (i) as part of their distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering of the Bonds and the Closing Date, only in accordance with Regulation S.
4.3 At or prior to the confirmation of sale of any Bonds sold in reliance on Regulation S, such Joint Bookrunner will have sent to each distributor, dealer or other person receiving a selling concession, fee or other remuneration that purchase Bonds from it during the distribution compliance period a confirmation or notice to substantially the following effect:

"The Bonds covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the Securities Act), and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering of the Bonds and the date of original issuance of the Bonds, except in accordance with Regulation S. Terms used above have the meanings given to them by Regulation S."

4.4 Each Joint Bookrunner represents that it has not entered and agrees that it will not enter into any contractual arrangement with any distributor (as that term is defined in Regulation S) with respect to the distribution or delivery of the Securities, except with its affiliates or with the prior written consent of the Issuer.
5 Canada: Each Joint Bookrunner acknowledges that the Bonds and the Settlement Shares (the "Securities") have not been and will not be qualified for distribution by prospectus under the securities laws of any province or territory of Canada and may not be offered or sold in Canada except pursuant to an exemption from, or in a transaction not subject to, the prospectus requirements of Canadian securities laws. Each of the Joint Bookrunners acknowledges and agrees that the Bonds are being made available for sale in Canada only to purchasers who qualify as both an "accredited investor" and a "permitted client" within the meaning of applicable Canadian securities laws.
6 United Kingdom of Great Britain and Northern Ireland: Each Joint Bookrunner represents, warrants and agrees that:
- (a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received by it in connection with the issue or sale of any Bonds and the Bonds Offer in circumstances in which section 21(1) of the FSMA does not apply to the Issuer; and
- (b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Bonds and the Bonds Offer in, from or otherwise involving the United Kingdom.

Schedule 6 Form of Closing Certificate

[On the letterhead of the Issuer]

BofA Securities Europe SA	Goldman Sachs Bank Europe SE
51rueLa Boétie	Marienturm, Taunusanlage 9-10
75008 Paris	60329 Frankfurt am Main
France	Germany
Deutsche Bank Aktiengesellschaft	BNP Paribas
Taunusanlage 12	16,boulevarddes Italiens
60325 Frankfurtam Main	75009 Paris
Germany	France
Citigroup Global Markets Europe AG	J.P. Morgan SE
Reuterweg 16	Taunustor1(TaunusTurm)
60323 Frankfurtam Main	60310 Frankfurt am Main
Germany	Germany

(together the "Joint Bookrunners" of the issue of Bonds referred to below)

Dear Sirs,

QIAGEN N.V.

with corporate seat (statutaire zetel) in Venlo, The Netherlands

(the "Issuer")

USD [450] million Convertible Bonds due 2031 ISIN DE000A3L06J9

convertible into ordinary registered shares of QIAGEN N.V.,

(the "Bonds")

Closing Certificate

Reference is made to the subscription agreement in respect of the Bonds dated 3 September 2024 (the "Subscription Agreement") and the pricing agreement in respect of the Bonds dated 3 September 2024 (the "Pricing Agreement"). References to capitalised terms used but not defined herein are to those terms as defined in the Subscription Agreement.

We hereby certify on behalf of the Issuer that

(a) as at the date hereof there has been no Material Adverse Change in relation to the Issuer or the Group since the time of the execution of the Subscription Agreement;
(b) the representations and warranties of the Issuer contained in the Subscription Agreement are true and correct in all respects as at, and as if made on, the date hereof; and
(c) the Issuer has performed all of its obligations under the Subscription Agreement to be performedon or before the datehereofand is notinbreachofany provisionofthe Contracts.

In addition, we hereby confirm that

(x) the articles of association (Satzung) of the Issuer, dated as of 29 January 2024, and delivered to you on [●] 2024 are, as at the date hereof, still valid and in full force and effect and since their date no shareholders' resolution has been passed to amend the same and no invitation for a shareholders' meeting of the Issuer containing a proposal to amend the same has been published; and
(y) each copy of documents with respect to the Issuer delivered to you in accordance with Clause 4.2.9 and Clause 4.2.10 of, and Schedule 4 to, the Subscription Agreement is a true copy of the relevant original.

[●] 2024

Yours sincerely,

QIAGEN N.V.

By: By:

Title: Title:

Signature Page to the Subscription Agreement

This Subscription Agreement has been entered into on the date first stated above.

/s/ Roland Sackers /s/ Melanie Prang

By: Roland Sackers By: Melanie Prang

Managing Director, CFO VP Head of Global Treasury and Insurances

BOFA SECURITIES EUROPE SA

/s/ Jerome Renard

By: Jerome Renard

GOLDMAN SACHS BANK EUROPE SE

/s/ Florian Gravier /s/ Philipp Suess

By: Florian Gravier By: Philipp Suess, Managing Director

DEUTSCHE BANK AKTIENGESELLSCHAFT

/s/ Heiko Leopold /s/ Rico Pedrett By: Heiko Leopold, Managing Director By: Rico Pedrett, Director

BNP PARIBAS

/s/ Stefan Baum /s/ Thierry Petit

By: Stefan Baum, Managing Director By: Thierry Petit, Managing Director

CITIGROUP GLOBAL MARKETS EUROPE AG

/s/ Maite Hopp /s/ Christian H. Schwab By: Maite Hopp, Managing Director By: Christian H. Schwab

J.P. MORGAN SE

/s/ Michele Iozzolino /s/ Stefan Weiner

By: Michele Iozzolino By: Stefan Weiner

LIST OF SUBSIDIARIES

The following is a list of the Registrant's subsidiaries as of December 31, 2024, other than certain subsidiaries that did not in the aggregate constitute a significant subsidiary.

Company Name	Jurisdiction of Incorporation
Amnisure International LLC	U.S.
DIALUNOX GmbH i. L.	Germany
Life Biotech Partners B.V.	Netherlands
NeuMoDx Molecular, Inc.	U.S.
QIAGEN Aarhus A/S	Denmark
QIAGEN AB	Sweden
QIAGEN AG	Switzerland
QIAGEN Australia Holding Pty. Ltd.	Australia
QIAGEN Benelux B.V.	Netherlands
QIAGEN Beverly LLC	U.S.
QIAGEN Biotecnologia Brasil Ltda.	Brazil
QIAGEN Business Management MEA Ltd.	UAE

QIAGEN China (Shanghai) Co., Ltd.	China
QIAGEN Deutschland Holding GmbH	Germany
QIAGEN Distribution B.V.	Netherlands
QIAGEN France S.A.S.	France
QIAGEN Gaithersburg LLC	U.S.
QIAGEN Gdańsk Sp. z.o.o.	Poland
QIAGEN GmbH	Germany
QIAGEN Hamburg GmbH	Germany
QIAGEN Healthcare Biotechnologies Ltd.	U.K.
QIAGEN Healthcare Biotechnologies Systems GmbH	Germany
QIAGEN Healthcare Biotechnologies Systems Ltd.	U.K.
QIAGEN Hong Kong Pte. Ltd.	China
QIAGEN Inc.	Canada
QIAGEN India Pvt. Ltd.	India
QIAGEN K.K.	Japan
QIAGEN Korea Ltd.	Korea (South)
QIAGEN LLC	U.S.
QIAGEN Ltd.	U.K.
QIAGEN Luxembourg S.à r.l.	Luxembourg
QIAGEN Manchester Ltd.	U.K.
QIAGEN Manila Inc.	Philippines
QIAGEN North American Holdings, Inc.	U.S.
QIAGEN POLAND INVEST Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych	Poland
QIAGEN Pty. Ltd.	Australia
QIAGEN Redwood City, Inc.	U.S.
QIAGEN S.r.l.	Italy
QIAGEN Sciences, LLC	U.S.
QIAGEN Singapore Pte. Ltd.	Singapore
QIAGEN Taiwan Co. Ltd.	Taiwan
QIAGEN Wroclaw Sp.z.o.o.	Poland
STAT-Dx Life S.L.	Spain
Verogen, Inc.	U.S.

CERTIFICATION UNDER SECTION 302

I, Thierry Bernard, certify that:

1. I have reviewed this annual report on Form 20-F of QIAGEN N.V;
1. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
1. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
1. The company's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
2. (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
3. (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
4. (c) Evaluated the effectiveness of the company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
5. (d) Disclosed in this report any change in the company's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting; and
1. The company's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company's auditors and the audit committee of the company's board of directors (or persons performing the equivalent functions):
2. (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company's ability to record, process, summarize and report financial information; and
3. (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control over financial reporting.

Date: March 28, 2025

/s/ Thierry Bernard Thierry Bernard Managing Director and Chief Executive Officer

CERTIFICATION UNDER SECTION 302

I, Roland Sackers, certify that:

1. I have reviewed this annual report on Form 20-F of QIAGEN N.V;
1. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
1. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
1. The company's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
2. (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
3. (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
4. (c) Evaluated the effectiveness of the company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
5. (d) Disclosed in this report any change in the company's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting; and
1. The company's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company's auditors and the audit committee of the company's board of directors (or persons performing the equivalent functions):
2. (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company's ability to record, process, summarize and report financial information; and
3. (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control over financial reporting.

Date: March 28, 2025

/s/ Roland Sackers Roland Sackers Managing Director and Chief Financial Officer

CERTIFICATIONS UNDER SECTION 906

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), each of the undersigned officers of QIAGEN N.V., does hereby certify, to such officer's knowledge, that:

The Annual Report for the year ended December 31, 2024 (the "Form 20-F") of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in the Form 20-F fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: March 28, 2025 /s/ Thierry Bernard

Dated: March 28, 2025 /s/ Roland Sackers

Thierry Bernard Managing Director and Chief Executive Officer

Roland Sackers Managing Director and Chief Financial Officer

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the registration statement (No. 333-162052) on Form F-3 and the registration statements (Nos. 333-279834, 333-178035, 333-127393, 333-145171, 333-203220, and 333-217742) on Form S-8 of our reports dated March 28, 2025, with respect to the consolidated financial statements of QIAGEN N.V. and the effectiveness of internal control over financial reporting.

/s/ KPMG AG Wirtschaftsprüfungsgesellschaft

Düsseldorf, Germany

March 28, 2025

Securities and Exchange Commission Washington, D.C. 20549

Ladies and Gentlemen:

We are currently principal accountants for QIAGEN N.V. (the "Company") and, under the date of March 28, 2025, we reported on the consolidated financial statements of QIAGEN N.V. as of and for the years ended December 31, 2024 and 2023, and the effectiveness of internal control over financial reporting as of December 31, 2024.

On June 21, 2024, the shareholders of Qiagen N.V. appointed EY GmbH & Co. KG Wirtschaftsprüfungsgesellschaft to serve as the Company's new principal accountant for the year ending December 31, 2025 and KPMG AG Wirtschaftsprüfungsgesellschaft has declined to stand for reelection upon completion of the audit of the Company's consolidated financial statements as of and for the year ended December 31, 2024, and the effectiveness of internal control over financial reporting as of December 31, 2024, and the issuance of our reports thereon.

We have read the Company's statements included under Item 16F, Change in Registrant's Certifying Accountant, of its Form 20-F to be filed on March 28, 2025, and we agree with such statements.

Very truly yours,

/s/ KPMG AG Wirtschaftsprüfungsgesellschaft

Düsseldorf, Germany

AI Terminal

Qiagen N.V.

4528_rns_2025-03-31_8639cfd1-5af2-400d-9671-dbb8173565cf.pdf

QIAGEN N.V., Hulsterweg 82, 5912 PL Venlo, The Netherlands (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

EXCHANGE RATES

TRADEMARKS

Table of Contents

Overview

Management Report

Corporate Governance

Consolidated Financial Statements

Appendices

Overview

QIAGEN Shares

Market Environment

Global Shares listed in the U.S. and Europe

Share Price and Liquidity

Overview

Shareholder Structure

Market Capitalization

Annual Shareholder Meeting

Investor Relations and Shareholder Engagement

2024 Shareholder Structure by Geography

2024 Shareholder Structure by Investor Type

Overview

QIAGEN Share Indices and Prices - NYSE

QIAGEN Share Indices and Prices - Germany

Overview

QIAGEN Historical Share Price History - NYSE

Overview

QIAGEN Historical Share Price History - Germany

Business and Operating Environment

Company Overview

Operating Environment

Economic Environment

Industry Environment

QIAGEN Products

QIAGEN Product Groups

Sample Technologies

Diagnostic Solutions

PCR / Nucleic Acid Amplification

Genomics / NGS

Other

Principal Markets

Molecular Diagnostics

Selected Molecular Diagnostics products

Life Sciences

Selected Life Sciences products

Competition

Global Presence by Product Category and Geographic Market

Product Category Information

Geographical Information

Seasonality

Research and Development

Sales and Marketing

Intellectual Property, Proprietary Rights and Licenses

Suppliers

Conflict minerals

Description of Property

Employees

Operating and Financial Review

Operating Results

Overview

Foreign Currencies

Year Ended December 31, 2024, Compared to 2023

Net Sales

Gross Profit

Operating Expenses

Sales and Marketing

Research and Development

General and Administrative

Acquisition-Related Intangible Amortization

Restructuring, Acquisition, Integration and Other, net

Other Income (Expense), net

Income Tax Expense

Legal Proceedings

Liquidity and Capital Resources

Cash Flow Summary

Operating Activities

Investing Activities