NOTICEOFTHEANNUALGENERALMEETINGOFSHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Shareholders (the "Annual General Meeting")ofQIAGENN.V.,apubliclimitedliabilitycompanyorganizedandexistingunderthelaws of the Netherlands, with corporate seat in Venlo, the Netherlands (the "Company" or "QIAGEN") will be held on Thursday, June 22, 2023 at 10:00, local time, at Maaspoort, Oude Markt 30, 5911 HH Venlo, The Netherlands.

AGENDA

Undefined terms in this agenda shall have the meaning as set out in the explanatory notes to the agenda.

1.Opening;

2.ManagingBoardReportfortheyearendedDecember31,2022("CalendarYear2022");

3.Supervisory Board Report on the Company's Annual Accounts (the "Annual Accounts") for Calendar Year 2022;

4.AdoptionoftheAnnualAccountsforCalendarYear2022(votingitem);

5.AdvisoryVoteontheRemunerationReport2022(advisoryvotingitem);

6.Reservationanddividendpolicy;

7.Discharge from liabilityof the Managing Directorsforthe performance of theirdutiesduring Calendar Year 2022 (voting item);

8.Discharge from liability of the Supervisory Directors for the performance of their duties during Calendar Year 2022 (voting item);

9.ReappointmentofthefollowingeightSupervisoryDirectorsoftheCompanyforatermrunninguptoandincluding thedateoftheAnnual GeneralMeetingin2024(votingitems):



(a)Dr.MetinColpan;
(b)Dr.ToralfHaag;
(c)Prof.Dr.RossL.Levine;
(d)Prof.Dr.ElaineMardis;
(e)Dr.EvaPisa;
(f)Mr.LawrenceA.Rosen;
(g)Mr.StephenH.Rusckowski;and
(h)Ms.ElizabethE.Tallett.

10.ReappointmentofthefollowingtwoManagingDirectorsoftheCompanyforatermrunning uptoandincludingthedateoftheAnnual General Meetingin2024(votingitems):
(a)Mr.ThierryBernard;and
(b)Mr.RolandSackers.

11.Reappointment of KPMG Accountants N.V. as auditors of the Company for the calendar year ending December 31, 2023 (voting item);

12.AuthorizationoftheSupervisoryBoard,untilDecember22,2024to(votingitems):
(a)issueanumberof ordinarysharesandfinancingpreferencesharesandgrant rights to subscribe for such shares, the aggregate par value of which shall be equal to the aggregateparvalueoffiftypercent(50%)ofthesharesissuedandoutstandingin the capital of the Company as at December 31, 2022 as included in the Annual Accounts for Calendar Year 2022; and
(b)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 rightsshallbeuptoamaximumoftenpercent(10%)oftheaggregateparvalueof all shares issued and outstanding in the capital of the Company as at December 31, 2022;

13.AuthorizationoftheManagingBoard,untilDecember22,2024,toacquiresharesinthe Company's own share capital (voting item);

14.DiscretionaryrightsfortheManagingBoardtoimplementacapitalrepaymentbymeansof a synthetic share repurchase (voting item):
(a)ProposaltoamendtheCompany'sArticlesofAssociationinaccordancewiththe draftdeed ofamendment to theCompany'sArticles ofAssociation (Part I) to, amongstotherthings,increasetheparvalueperordinaryshareinthesharecapital of the Company by an amount to be determined by the Managing Board of the Company;
(b)ProposaltoamendtheCompany'sArticlesofAssociationinaccordancewiththe draft deed of amendment of the Company's Articles of Association (Part II) to,amongst other things, consolidate the ordinary shares at a consolidation ratio to be determined by the Managing Board, subject to the approval of the Supervisory Board (the reverse stock split);
(c)ProposaltoamendtheCompany'sArticlesofAssociationinaccordancewiththe draft deed of amendment of the Company's Articles of Association (Part III) to decrease the par value per ordinary share to an amount of EUR 0.01 and to repay to




the shareholders an amount to be determined by the Managing Board, subject to the approval ofthe Supervisory Board,which amountwill atmaximum be USD300 million in the aggregate; and
(d)Proposal to authorize each member of the Managing Board of the Company and each lawyer, (candidate) civil law notary and paralegal working at De Brauw Blackstone Westbroek N.V. to execute the three deeds of amendment of the Company's Articlesof Association (Part I, II and III);

15.CancellationoffractionalordinarysharesheldbytheCompany(votingitem);

16.ApprovaloftheQIAGENN.V.2023StockPlan(votingitem);

17.Questions;

18.Closing.

Meetingdocumentation
CopiesoftheAnnualAccountsforCalendarYear2022,thereportsoftheSupervisoryBoardand the Managing Board, the Company's 2022 Remuneration Report, the explanatory notes to theagenda, including the list and biographies of binding nominees for reappointment to the Supervisory Board and the Managing Board, a triptych containing an explanation to each of the proposed amendments to the Company's Articles of Association (Part I, II and III) as contemplated by Agenda Item14aswellasdocumentsreflectingtheverbatimtextoftheamendmentsproposedunder Agenda Item 14, the QIAGEN N.V. 2023 Stock Plan and other documents relevant for the Annual General Meeting can be obtained free of charge by shareholders and other persons entitled to attend the Annual General Meeting at the offices of the Company at Hulsterweg 82, 5912 PL Venlo, the Netherlands, and at the offices of American Stock Transfer and Trust Company, LLC ("AST") at 6201 15thAvenue, Brooklyn, New York 11219, United States of America, until the close of the Annual General Meeting.

Copies are also available on our website: https://corporate.qiagen.com/agm2023. In order tocontribute to sustainability, we strongly encourage you to obtain your copies of the meetingdocuments electronically via our website.

RecordDate
The record date for persons considered as entitled to participate and vote at the Annual General Meeting or by proxy, provided those persons are registered for the Annual General Meeting in accordance with the provisions set forth below, isclose ofbusiness(05:00 p.m.NewYorktime / 23:00 Frankfurt am Main time) on Thursday, May 25, 2023 (the "Record Date" and such persons 'record holders of shares').

Attendance
OnoraboutMay26,2023,aproxystatementtogetherwithanattendanceformandformofproxy willbemailedtotherecordholdersofsharesasoftheRecordDateentitledtoparticipateandvote attheAnnualGeneralMeeting.Recordholdersof shareswishingtoexercisetheirrightsinperson areobligedto complete,signand send the attendance form, suchthattheattendanceformis receivednolaterthan5p.m.NewYorktime(23:00FrankfurtamMaintime)onJune16,2023atthe




officesofAST, 6201 15th Avenue, Brooklyn, New York 11219, United Statesof Americaorbyemail at the following e-mail address: admin7@equiniti.com.
TheCompanywill sendacardofadmissiontorecordholdersofsharesthathaveproperlynotified the Company of their intention to attend the Annual General Meeting.

Proxy
Record holders of shares wishing to exercise their shareholder rights by proxy are obliged tocomplete,signandsendtheproxycard,suchthattheproxycardisreceivednolaterthan5p.m. New York time (23:00 Frankfurt am Main time) on June 19, 2023 at the offices of AST, 6201 15th Avenue, Brooklyn, New York 11219, United States of America or by email at the following e-mail address: admin7@equiniti.com.

Othermatters
In case you have any queries with respect to the Annual General Meeting, please contact agm2023@qiagen.com.

The Annual General Meeting will be streamed live via webcast on our website https://corporate.qiagen.com/agm2023. Shareholders will be able to follow the meeting in listen-only mode.Itwill notbepossible to voteoraddress themeeting viathewebcast.

TheofficiallanguageoftheAnnualGeneralMeetingshallbetheEnglishlanguage.

The Managing Board Venlo, the Netherlands, May 11, 2023

Attachments

Disclaimer

Qiagen NV published this content on 01 November 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 November 2023 10:03:48 UTC.