BACKGROUND:
| (A) | The shares of the Company are listed on the New York Stock Exchange (the "NYSE") and on the Prime Standard of the Frankfurt Stock Exchange (the "Frankfurt Stock Exchange") under ISIN NL0015002SN0. |
| (B) | On the date of this Agreement, the Company's issued share capital (geplaatst kapitaal) amounts to EUR 2,068,006.17 divided into 206,800,617 ordinary shares. On the date of this Agreement, the Company holds 304,096 ordinary shares in its own share capital (the "Treasury Shares"). As a result, 206,496,521 ordinary shares are currently issued and outstanding. |
| (C) | The Company has outstanding the Convertible Notes (as defined below), in aggregate principal amounts outstanding as set forth in the VDR. |
| (D) | Pursuant to the Call Option Agreement between Stichting Preferente Aandelen Qiagen, a foundation (stichting) under the laws of the Netherlands, with statutory seat in Venlo, the Netherlands, and Dutch trade register number 12054997 (the "Foundation") and the Company, the Foundation holds a Call Option for the issue of preference shares in the share capital of the Company. No such preference shares have been issued at the date of this Agreement. |
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| (E) | On 20 August 2026, EQT Partners GmbH in its capacity as investment advisor to EQT AB and its Affiliates, and the Company entered into a confidentiality agreement (the "Confidentiality Agreement"). |
| (F) | The Buyer intends to acquire the Company by way of a full public tender offer in respect of all issued ordinary shares of the Company (such shares, together with any shares that may be issued by the Company in accordance with this Agreement, the "Company Shares") (the "Offer", and together with the Post-Closing Restructuring Measures, the "Transactions"). The Buyer and the Company have carefully considered the interests of the Company's stakeholders (including the shareholders and the Group's employees) and the rationale for the Transactions, including the importance of the Offeror owning 100% of the Company Shares following completion of the Transactions. The terms and conditions and the mutual understanding of the Company and the Buyer with respect to the Transactions, including the Offer, are set out in this Business Combination Agreement (this "Agreement"). |
| (G) | The Company has received from the Offeror (i) fully executed Equity Commitment Letters (as defined below) and (ii) Financing Documentation and Interim Bridge Financing Documentation in each case duly executed by the Debt Financing Sources (as defined in and as required by Clause 4 (Financing) below). |
| (H) | After due consideration, the managing board of the Company (the "Managing Board") and the supervisory board of the Company (the "Supervisory Board", and together with the Managing Board, the "Boards") have unanimously determined that, on the terms of and subject to the conditions of this Agreement, the Offer, the other Transactions and the related actions as contemplated in this Agreement are in the best interest of the Company and its associated enterprise, and promote the sustainable success and the sustainable long-term value creation of its business, taking into account the interests of the Company's stakeholders (including its shareholders and its employees). |
| (I) | The Boards have unanimously approved the terms and conditions of the Agreement, the entry, execution and delivery of this Agreement by the Company and the performance by the Company of its obligations under this Agreement and the consummation of the Transactions, and confirm that no internal approval is required in connection with the Transactions, except for the approval of the Resolutions by the general meeting of the Company. |
| (J) | The Boards have duly considered the Offer, the Post-Closing Restructuring Measures and the related actions as contemplated in this Agreement and have unanimously resolved to and shall, on the terms of and subject to the conditions of this Agreement, support and recommend the Offer for acceptance to holders of the Company Shares in the Joint Announcement, the Reasoned Position |
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Statement and the Schedule 14D-9 and shall recommend to the Company's shareholders at the relevant general meeting of the Company to vote in favour of the Resolutions
| (K) | The management board of the Buyer has determined that, on the terms and subject to the conditions set forth in this Agreement, this Agreement and the Transactions are in the best interests of the Buyer and has approved the execution, delivery and performance of this Agreement and the consummation of the Transactions, and confirms that no additional internal approval is required in connection with the Transactions. |
| (L) | The Buyer and its advisors have performed a due diligence investigation into certain financial, operational, commercial, legal and Tax aspects of the Group and its businesses based on the information provided by the Company, including a management presentation, and were given the opportunity to ask questions and request additional information. |
