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Executives

Detlev H. Riesner - Co-Founder, Chairman of the Supervisory Board and Chairman of Selection & Appointment Committee

Roland Sackers - Chief Financial Officer, Managing Director and Member of Management Board

Peer M. Schatz - Chairman of Management Board, Chief Executive Officer and Managing Director

Martin van Olffen

Metin Colpan - Co-Founder, Supervisory Director and Senior Technology Advisor

Qiagen N.V. (QGEN) Annual General Meeting of Shareholders June 26, 2013 4:30 AM ET

Detlev H. Riesner

Yes. Thank you, Mr. Shatz, very much, for this presentation. And, of course, later on you will have, or perhaps, the opportunity to ask questions. But now, ladies and gentlemen, I hereby officially open this Annual General Meeting of Shareholders of QIAGEN NV. And I'm pleased to introduce the person sitting next to me. I think, Mr. Schatz, I don't have to introduce anymore. He's already introduced. But next to Mr. Schatz is Mr. Roland Sackers, who is a member of the Managing Board and Chief Financial Officer of the company. Of course, with the Managing Board is Mr. Schatz, Mr. Sackers.

And I would like also to introduce the other members of the Supervisory Board, who are present at the meeting. My neighbor, I'll come to him later, so I'll start there. Dr. Metin Colpan, member of the Supervisory Board; and professor Dr. Manfred Karobath over there. And then we have our 2 new members to be elected today, Mr. Stéphane Bancel over there; and Mr. Lawrence Rosen, both standing for election this time the the first time. And Mr. Schatz said already a few words to them, and we will hear later on.

So under Dutch law and practice, I will begin with a few formalities. For the record, I state that the language of this meeting shall be English. And I think, he is not completely fluent in English, but presentations are more or less self-explanatory.

If there's any one here who has difficulties understanding English, I would like to ask Professor Martin van Olffen to act as translator. This is Professor Martin van Olffen. He is our Dutch Legal Counsel. And at this time, I would like to talk point him in accordance with Article 32 Paragraph 1 of the Articles of Association as the Secretary of this meeting.

For the record, I hereby state that the meeting has been convened as due observance of all legal and statutory provisions. So notice to attend the meeting as well as the agenda have been published on the company's website and in the Elektronischer Bundesanzeiger on May 13, 2013. You will find copies of these announcements on the table outside the meeting room. I think, over there, yes.

Okay, furthermore, supporting documents have been made available to you. The agenda, copies of the report of the -- of Managing Board and the Supervisory Board, the annual accounts for the year ended December 31, 2012, and the list of binding nominees for the Supervisory Board and the Managing Board and their biographies. These documents have been available for inspection at the offices of the company in Venlo and also at the American Stock Transfer & Trust Company in New York, as of May 13, 2013.

I would now like to inform you about the method of determining the voting results. These companies are obligated to publish voting results on their website within 15 days after the Annual General Meeting. Experience shows that a number of shareholders present or represented at the meeting may fluctuate. It is due to shareholders leaving the meeting before it has ended. This may affect the final voting results. If it is not practical to process all fluctuations during the meeting, we hereby inform you that for purposes of determining the final voting results, all shareholders present or represented at the beginning of this Annual General Meeting shall be deemed to be present or represented during the entire meeting.

On May 29, 2013, which is a record date for determination of the record holders of shares entitled to participate and vote at this meeting, the total issued share capital of the company amounted to EUR 2,390,355,000.96 -- I think EUR 2 million, I should start, yes -- excuse me, I repeat it, EUR 2,390,355.96. And consisting of 239,035,596 shares at EUR 0.01. Each share entitles the holder, therefore, to cast one vote. As a result, it's a record date, the number of voting rights amounted to 239,035,596. Professor van Olffen passed over to me already the numbers of the votes attended here. I confirm to inform you that the holders of 126,640,570 common shares in the capital of the company are present or represented at this meeting who, in total, may cast, same number, 126,640,570 votes. This represents more than 50% of the issued share capital -- more than 50%.

I hereby inform you that up to this moment, according to the records of the company, no usufructuaries or pledges are existing that are entitled to vote on any shares in the company or have the right to attend this meeting. Furthermore, I record that no depository receipts of shares have been issued with the cooperation of the company.

With respect to the voting procedure during this meeting, I want to state the following: Articles 025 [ph] Paragraph 1 of the Articles of Association of the company provides that the Chairman of the meeting shall decide on the method of voting and on the possibility of voting by acclamation. I would like to state that the votes shall be cast by acclamation.

As long as there are no objections from shareholders, we will utilize the following method of voting throughout the meeting. For each proposal, I will propose that shareholders vote by acclamation. If there are no objections against voting by application -- acclamation, I will state that the proposal has been adopted by acclamation. I would like to request that any shareholders and proxy holders, who are against a specific proposal or who wish to abstain from voting to raise your hand. Please mention your name of the -- or the shareholder on behalf of whom you are voting, your voting intentions and the number of shares voted to your -- for your intention. The votes of those shareholders who are against the proposal or abstained from voting shall be explicitly mentioned in the minutes of the meeting.

Now are there questions regarding the method determining voting results? Any questions? I think it's clear, I don't see any questions here. Then I would like to continue with Item 2 of this meeting.

Item 2 is a Managing Board report for the year ended December 31, 2012, so, so-called fiscal year 2012. I think year 2012 was again a year of delivering growth and innovation at a fast pace. You've heard about it. I would like to thank the Managing Board for this report. And now I would like to invite Mr. Roland Sackers, as Chief Financial Officer of the company, to introduce and explain the report. Please, Mr. Sackers.

Roland Sackers

Yes. Thank you, Mr. Chairman. And, of course, welcome also to the presentation from my side and to our Annual General Meeting. Before I start with my overview, I have to remind you on our forward-looking statements, as I will make forward-looking statements during my presentation, so please have our Safe Harbor statement in mind, as well as Regulation G, as I will use non-U.S. GAAP figure during my presentation.

I would like to provide an overview on our accomplishments in 2012, a year which we made progress and initiatives to drive innovation and growth. The efforts of our 4,000 employees worldwide were reflected in these results, as QIAGEN exceeded its targets in sales and in adjusted earnings growth.

In 2012, net sales 10% at constant exchange rates, ahead of the 8% to 9% growth rate we had set as a goal and reached USD 1.26 billion. On a U.S. GAAP basis, adjusted operating income grew 12% to USD 356 million, while adjusted diluted EPS was USD 1.08. This result give us confidence in achieving the goals we have set for 2013 even in light of the challenging macro environment. We are preparing several new product launches, including, as Peer said, rough roads for target applications in next-generation sequencing. And we also want to reap the benefits of our actions to reallocate resources into growth drivers and geographic expansions.

Turning to the next slide. I would like to review the results of our customer classes for 2012. Molecular Diagnostics performed very well, particularly, the growth drivers that accounted for 1/3 of our sales. The QuantiFERON latent tuberculosis tests delivered 20% growth. Our personalized healthcare portfolio grew at a double-digit pace and reached USD 100 million in sales. Our Profiling business also grew at a good pace on demand from QIAsymphony customers, who are using the automated platform for our broad range of tests.

Sales of HPV tests were in line with our expectations, declining at a single-digit rate and shrinking as a percentage of total sales due to the pricing impact of new competitors. We expect another sales decline in 2013 and for HPV to become a smaller part of the overall QIAGEN portfolio.

In life science, we saw outstanding growth in Applied Testing for products used in Human ID, food safety and veterinary medicine. Pharma, going live is our goal, but we have felt the impact of industry restructuring. Academia remains under pressure due to the cautious spending patterns among U.S. and European customers.

On the next slide, you see how QIAGEN has been going through our transforming process, moving from a largely life science company in 2005 to a company now balanced between life science and molecular diagnostics. We have pursued a targeted acquisition strategy to support this transformation, which also involved internal development actions. As you can see here, we have developed strong leadership positions in the 4 areas of molecular diagnostics: Prevention, disease screening such as our HPV and QuantiFERON-TB test. Profiling, infections -- infectious disease identification. Personal healthcare, companion diagnostics to guide treatment decisions. Point-of-need, tests such as AmniSure used near patients to provide rapid results. We will continue to leverage our portfolio of Sample & Assay Technologies across all of these customer classes, especially, as we enter targeted areas as next-generation sequencing.

Turning to the next slide. This builds on the expansion shown on the previous slide. We are very pleased with the performance of the acquisitions listed on this slide, particularly the growth of QuantiFERON and Ipsogen as part of the QIAGEN portfolio. We continue to pursue a tighter [ph] M&A strategy focused on new products, new technologies and geographic expansion. Prudent capital allocation remains at the forefront and driven by the aim of creating value for shareholders from these actions.

I would now like to talk about our geographic performance in 2012. The Americas provided 46% and grew 8% using constant exchange rates based on organic growth as well as from the QuantiFERON latent TB test. Net sales in Europe, Middle East and Africa rose 9% using constant exchange rates. A number of countries in Northern Europe, including Germany, France and the Nordics performed well. The top emerging markets of Turkey and Russia also achieved dynamic growth. However, Southern Europe, as you know, has been challenging. Governments are holding back health care expenditures and research spending. But keep in mind that we have limited exposure to these countries.

In the Asia-Pacific and Japan region, sales rose about 15% using constant exchange rates. China, Japan and Korea all grew at double-digit rates in 2012, with solid growth being across all customer classes. A number of these countries are also among our top emerging markets, which represent 12% of total sales. When excluding the product tender in 2011, sales from the 7 emerging markets was more than 20%.

And now on the next slide. And I will provide a few comments on the sales of instruments as well as from consumables and other revenues. Consumables and other revenues provided about 86% of total sales and grew at 10% using current exchange rates in 2012. All customer classes and regions supported the business expansion led by double-digit growth in Molecular Diagnostics and Applied Testing and slower growth rates in Pharma and Academia. Instrument sales provided about 14% of total sales, rising 11% using constant exchange rates. The rollout of QIAsymphony is going very well, and we will deliver -- and we delivered another good year placement in 2012 with a cumulative total of more than 750 systems placed at the end of the year.

Turning to the next slide. Here, you see our U.S. GAAP adjusted results. Amidst challenging market conditions, net sales at constant exchange rates advanced at a double-digit pace on a mix from acquisitions and the rest on the business. Currency movement had a negative impact of 3 percentage points on reported sales growth. We had set a target of 71% for the adjusted gross profit margin in 2012, and I am very pleased that we achieved it. Adjusted operating income rose 12% to $356 million, over 2011, and the adjusted operating margin improved to 28% of net sales. We have been reallocating resources to our growth initiatives and want to see the results emerge.

Adjusted net income grew 11% to approximately USD 261 million, and adjusted EPS of $1.08 per share exceeded our target for the full year by about $0.02. The adjusted tax rate was 21% and in line with our target. This shows the benefits of ongoing tax optimization programs. We anticipate another improvement in 2013.

Moving to the next slide. Here, you see the full reconciliation of the reported U.S. GAAP results with various adjustments. The types of adjustments being made are very much in line with those of our peer companies. As you can see, restructuring charges were taken during 2012 that were related to our initiatives to improve efficiency and effectiveness. These have included reduction -- our geographic locations, with much of these related to recent acquisitions and consolidating operations at our 3 main hubs in Maryland in the U.S., in Hilden, Germany and Shanghai, China. We provided information in all quarterly results presentations, so that shareholders have full transparency on these adjustments.

Moving to the next slide. You can see that we had a solid financial position at the end of 2012. This is ever more important, given the pace of change in our industry in terms of new technologies, new product and opportunities for regional expansion. Group liquidity rose about 75% to USD 485 million from USD 276 million at the end of 2011, and this was due to the U.S. private debt placement. We used about USD 220 million of the new funds to pay off the revolving credit facility. Even with additional liquidity, net debt was increased to USD 385 million from USD 338 million in 2011.

Leverage remains at about 1 term of net debt to adjusted EBITDA in 2012, but we anticipate this trend up sliding during 2013. The level of free cash flow in 2012 has to be seen in light of the cash restructuring payments made during the year. We also had higher investments in property, plant and equipment in 2012, mainly, from expansion of our North American headquarters in Germantown, Maryland and also cost for closing smaller sites.

And now on the next slide, which shows how we are using our financial flexibility to support the business expansion, as well, improve returns. On the left side of this chart, you see that we completed our 100 million share repurchase program in March 2013. This program is the signal of our commitment to improving returns to shareholders. We are also offsetting some of the dilution from higher interest expenses coming from the U.S. debt private placement. As for our strategic flexibility, we have a solid balance sheet, a healthy free cash flow and significant financial capabilities. Moreover, as I mentioned earlier, we will continue to pursue targeted, value-enhancing M&A opportunities in line with our long-term strategy.

Moving onto the next slide. We took actions during 2012 to improve our financing capabilities. As you can see on the chart, we continue to have 2 convertible bonds, and they remain in place. I also mentioned earlier the successful completion of the U.S. debt private placement and the use of some of these funds to pay off the revolving credit facility. So we continue to have ample financing power on our balance sheet and resources to support attractive business expansion opportunities.

On the next slide, you'll see a profile of our current debt maturity, one that we believe is balanced and provides long-term protection against expansions for potentially volatile interest rate movements in the coming years.

Turning to the next slide. Here, you can see the levels of stock option and restricted stock units or hours used that were outstanding at the end of 2012. The number of stock option declined through approximately 5.3 million from about 6.5 million at the end of 2011. So options granted during the year were more than offset by the exercise of about 1.4 million options. In terms of hours used, you can see here that the numbers has been risen to about 6.9 million, with equity-based compensation, a key element of our strategy to align the interest of employees with our shareholders.

Turning to my last slide. I would like to share with you information on the numbers of employees at QIAGEN. At the end of 2012, we had 3,999 employees, a 2% increase from the end of 2011. It is important to note that we have increased our employee base, while at the same time, undertaking important projects to transform QIAGEN. Some of these projects have unfortunately resulted in workforce reductions, all of which were done in a professional and socially responsible manner. But the data on the chart shows that we are reallocating those savings into strategic initiatives aimed to -- at accelerating innovation and growth and improving the competitive position at QIAGEN.

Our employees are the reasons for our success. And on behalf of the Supervisory Board and the Managing Board, I would like, again, to thank them for the effort and successes in 2012. We have set clear ambitions for another year of improving results in 2013.

I would like now to hand back to Professor Riesner. Thank you.

Detlev H. Riesner

Thank you, Mr. Schatz (sic) [Mr. Sackers]. And I think now we give shareholders opportunity to discuss and ask questions regarding this report. As noted earlier, this meeting is broadcast live via Internet. And please indicate if you like to have the sound muted when you ask your questions, and we will then inform later on. Please, may I ask now for questions.

Question-and-Answer Session

Detlev H. Riesner

There's a question. The first question there -- over there. Get the microphone.

Unknown Attendee

Mr. Chairman, my name is Blum [ph]. I have a question. I have something different. We learned in the last weeks that our problems in spying from the Americans, with their PRISM system, spying in the Internet. We learned that in Great Britain, in the United Kingdom, they also can tap the glass fiber cables from the United States to Europe to put all information in their systems. Furthermore, we have had here, in [indiscernible], I think, also in other countries, hacking. The banks were hacked. So my question is what means -- that for your company? Cyber crimes, cyber spying for you. It must be of importance. So I asked myself, what are you doing to protect yourself for this kind of behavior, for this enormous amount of information that lay on the street, let's say that. And what are you doing? Within your own board, you had helped certain kinds of committees, audit committee, remuneration committee. Have you also kind of -- let's say, cyberspace committee in your own board? How do you see that? Furthermore, what's the company doing? How do they protect themselves? Or how are they going to protect themselves for -- in this danger -- what I think is a danger, stealing all kinds of knowledge. Second thing is taxes. There are -- there are things in our own Parliament about the tax situation here in The Netherlands, what they call tax evasion, but also, they call it, as they say, is a tax holiday. So in the government, they have voiced that they have to diminish that, that they want -- some members of the Parliament want that the companies state in their annual accounts in which countries and how much taxes they pay, where I think that it is not good for the competition. But you learn that there are other taxations in the Cayman Islands and the Bahamas. And also, in Great Britain, they're trying to get headquarters of multinationals in their jurisdiction. How do you see that? I think you have to take some plans to make things that -- when it happens. Perhaps you can -- you say [indiscernible] this is how we're holding. But you are incorporated on the BRICs level, because there are also, all the -- there's loss, now with the [indiscernible] you have a lot of subsidiaries outside. The new mix price going [ph] is one example. How do you see that? And then I have also a question about the figures. But that can be later on perhaps, point for -- or can I ask it now?

Detlev H. Riesner

Probably, we can answer first, your first 2 questions. And then any question, you have the opportunity to ask again. So let me start. Yes, thank you very much Mr. Blum [ph]. First, you referred to all these new reports, information is flooding all over the world that doesn't belong to. And I should just answer for the Supervisory Board. We really introduced a new line of confidentiality that we have particular passwords for particular information. And we have this password only at a time when we get this information and not general password. So we put in a new safety line there. That I can say for the information distributed during the -- among the Supervisory Board and the committees, yes. And I think now, but this is probably the major question you -- it's really, what is a Managing Board doing? What's the company doing? Do you see any problems there? Please, I might here, give the microphone to Mr. Schatz.

Peer M. Schatz

I think there are 2 parts of the question. The first is what are we technically doing to protect against it, and the best answer is we operate a modern IT infrastructure, including all state-of-the-art safeguards. We were actively upgrading that as newer solutions come out. The more important thing, I think is, because there's always a way around technology, if somebody wants to hack something, you can get into the Pentagon today or into very vulnerable networks. The more important thing is, how -- what is the potential damage to us? And what is the potential risk exposure we have in terms of shareholder value destruction? The important thing is that our value creation is multi-pillar, so we don't depend on any specific patent or any piece of insular information to create a substantial breakthrough. So we don't have a secret molecule that is a $1 billion drug. But our products are the aggregation and the integration of many, many different areas of intellectual property. And that integration is actually where the key value proposition lies. And that -- even though -- even if you would have it on a piece of paper that you have to integrate these patents or these trade secrets, it would be very difficult to accomplish. So while we do have insular exposure, and we're protecting to our best capability with a very modern infrastructure against it, we are more fortunate than other companies in this regard. So we're taking it absolutely seriously. And we'll continue to invest in this area going forward. Taxes, I think was...

Detlev H. Riesner

Yes, yes. Thank you, Mr. Schatz. As I hoped that some of your concerns could be answered, but this is very serious concerns. And I think for the next question about taxes, Mr. Sackers, will you please try?

Roland Sackers

Sure, absolutely. And again, thanks for the question. On the tax rate as well on the tax payments. There's, clearly, a lot of developments over the last couple of weeks and months. And we clearly -- our margins are quite closely as well as -- nevertheless, we, already -- also to your question on disclosures, we already disclosed today, for example, what we have to pay on taxes in The Netherlands in our annual report, if you go to like Page 189, 190, you will see already where we pay taxes, especially in The Netherlands. So I think we try to be very straightforward. At the same time, of course, as a company, you clearly have to goal to be as efficient in gaining efficiency as well and it is clearly also what we try to do. But you see that our adjusted tax rates is now in the low 20s, which I think is still very reasonable. And we are clearly a good taxpayer in a lot of different locations and taking our responsibility, in the same time, clearly try to minimize it as well.

Detlev H. Riesner

Thank you, Mr. Sackers. I hope this answered some -- shaking your head off your questions. Would you like to continue with your third question? Or do you have any other concerns?

Unknown Attendee

There was a question about the figures, that is in the annual accounts. Note #17, it's page is 75. And you state that the rising of the net operating losses were primary generated from acquisitions and operating losses from the subsidiaries. And then you state a portion of the foreign net operating losses will be expiring beginning December 31, 2031. And I was asking myself, is that a big amount, and where is it, and can you tell me something more about that?

Detlev H. Riesner

It's a good [ph] question.

Martin van Olffen

Another question, or you want to answer this? We have to...

Detlev H. Riesner

Are you answering this question now?

Martin van Olffen

No, I think, I would like to take it down and come back to you in a minute.

Detlev H. Riesner

Are there other questions? There is a question at the back there.

Unknown Attendee

Yes, my name is Frank Kirsch [ph], and I have only 2 questions. How many systems from the symphony systems were sold? How many did you lease or lend? And second question, can you declare the actual leasing model of the systems?

Detlev H. Riesner

Yes, thank you for this question. Did you get the name, I didn't. Could you repeat your name, yes?

Unknown Attendee

Frank Kirsch [ph].

Detlev H. Riesner

Frank Kirsch [ph]. Yes, thank you very much. yes, I think Mr. Schatz can answer.

Peer M. Schatz

Thank you, Kirsch [ph]. we didn't give the precise numbers as this is competitive information. We said we have placed more than 250 systems. It was quite a bit ahead of that. Now in terms of how they were financed, we said that about half went into clinical markets or 60% even, and 40% were in other markets such as forensics, veterinary and pharma. And in the clinical markets, the majority were placed under leasing programs. So if you assume that this -- let's say, 80%, I'll just take a number now, this shows you that we had about a 50-50 placing versus sale model. The leasing model is typically over a 3-year -- anywhere between 2- and 5-year period, where a customer commits to amortizing the instrument as a premium to the reagent stream, so a test which would normally cost EUR 20 then cost EUR 30 to -- where the EUR 10 premium are then allocated towards the amortization, depreciation and interest cost of the instrument. So that's, I'd say, on average, I would say, about a 3-year process.

Detlev H. Riesner

Okay. Thank you, Mr. Schatz.

Roland Sackers

Let me -- should I come back now to your -- can I just answer the question on the net operating losses and situation in the U.S., which are going to change over the years, 2021 through 2031. The amount are not significant for us, and the exploration will not result in any P&L impact for QIAGEN. We are clearly working on mitigation measures to avoid the losses, also, net operating losses. But as I said, these are acquired losses, and so, again, we are not expecting any P&L impact out of that.

Unknown Attendee

Yes, I guess, quite a valuation there [ph]. So I understand there's a valuation allowance on those amounts?

Roland Sackers

Yes. Correct.

Unknown Attendee

So no P&L?

Roland Sackers

Correct.

Unknown Attendee

Of course not, but -- and, ultimately, how much were in those amounts? $1 million, $2 million, $10 million, $40 million?

Roland Sackers

It's a single-million-dollar amount.

Detlev H. Riesner

Okay. Are there more questions? I don't see any questions right now here. Thank you for this.

Detlev H. Riesner

And then I think I can continue with Item 3 Supervisory Board report of the company's annual accounts or so-called annual accounts for fiscal year 2012. With respect to this agenda, I'm pleased to tell you that the Supervisory Board has approved the annual accounts for fiscal year 2012 and has proposed these accounts to be forwarded to the shareholders to be adopted in this meeting.

But, first, ladies and gentlemen, I give the Supervisory Board report. The Supervisory Board exercise supervision over the managing board's policies and business conduct. The Supervisory Board monitors the company's activities, including its strategic, economic and market developments, research and development investments, acquisition and alliances and human resources management. Information of the company's activities was communicated by the Managing Board to the Supervisory Board through regular meetings and business reports.

In the past, the Supervisory Board established committees to oversee particular aspects of the company's business situation and the company has continue to be in place. The Supervisory Board build for us [ph] the principle of increasing shareholder value to further the interest of all shareholders, and as always, place the highest standards on its corporate governance principle. So are there any question to this Supervisory Board report? I don't see any questions. Thank you very much. And I'll be able to conclude and to finish this item.

So we come to Item 4. This Item 4 is adoption of the company's annual accounts for the year ended December 31, 2012. A few observants of legal and statutory provisions, the Managing Board has prepared the annual account for fiscal year 2012. In accordance with Section 2:101 of the Dutch Civil Code, the annual accounts must be adopted by the general meeting of shareholders.

First, corporate governance. Our annual report includes a corporate governance report that outlines the company's overall corporate governance structure and its compliance with the corporate governance principle of The Netherlands, Germany and NASDAQ. It's on Page 133 to 147 of the annual reports. During the year, we devoted significant attention to the issues of corporate governance in The Netherlands. According to the Dutch corporate governance code, a listed company should explain in its annual report whether and if or why and to what extent it does not apply the best practice provisions of the Dutch corporate governance code. You will find an explanation on Page 144 to 146 of our annual report.

We feel that QIAGEN has substantially satisfied the principal and best practices provisions, so far as applicable to it. QIAGEN is also subject to the rules regarding corporate governance set by NASDAQ, the U.S. stock exchange, as a company shares have been listed since 1996. In addition, QIAGEN has adopted the standards set by the corporate governance code of Germany, where the common -- where the company's common shares have been listed on Frankfurt Stock Exchange since 1996. So the report provides detailed updates regarding compliance or deviations with these codes in the designated declaration of compliance of QIAGEN NV, regarding the German corporate governance code. Citation ended, included in the company's 2012 annual report. Okay. For more detailed information, I refer to the company's 2012 annual report pages 146 to 147 of the annual report.

Pursuant to the German corporate governance code, the Chairman of the Supervisory Board shall outline the salient points of the compensation system of the Managing Board and any changes there to the Annual General Meeting of shareholders. That means today. The remuneration policy for the Managing Board and the guidelines for granting options to purchase common stocks and other equity-based compensation was explained in detail and adopted by the shareholders at its Annual General Meeting in 2005. There have been no changes to these guidelines, which are summarized in the company's remuneration report for 2012. For further information, I would like to refer you to the QIAGEN Internet site, where the report is published.

Are there any question to this item so far, please? I don't see any questions. Thank you very much. And I can continue.

The company's annual accounts have been prepared in English due to the international structure of the company. Section 2:362 of the Dutch Civil Code allows for this possibility, if so decided by the general meeting of shareholders. On June 25, 1997, the general meeting of shareholders approved to prepare the company's annual accounts for 1996 and future annual accounts, as well as the reports of the Managing Board and the Supervisory Board in English. I think the presentation was also self-explanatory for those people who are not fluent in English, but it's easy to understand.

I would now like to proceed this adoption of the company's annual account. Before putting these meters [ph] up for voting, I would like to ask -- to give the shareholders opportunity to discuss and ask questions. So that means questions for adoption of the company's annual accounts. They still look like this because of the light. I don't see any question. Thank you very much.

Then I think, if there are no questions, I hereby put this proposal to vote. Is anybody against the proposal?

[Voting]

Detlev H. Riesner

I don't see any. Is there anybody who would like to abstain from voting?

[Voting]

Detlev H. Riesner

No? I hereby recall that the proposal to adopt the annual accounts for fiscal year 2012 has been adopted by acclamation. Thank you.

Item agenda 5 on the agenda is the reservation of the dividend policy of the company. We have heard already the explanation here by Mr. Schatz and Mr. Sackers, but I should read it again. According to Dutch corporate governance, such policy should be dealt with at the Annual General Meeting of Shareholders. For that reason, I will now provide, I should say, again, a short explanation on the company's dividend and reservation policy.

The company's reservation and dividend policy is to retain the profits by way of reserve. As is common in [indiscernible] companies, the significant future expansion potential and rapidly developing fields. Consequently, the company will not pay a dividend to shareholders out of the fiscal year 2012 profits in order to, retain to support the business expansion and further believes that this policy is aligned with taxation preferences of shareholders. I think we have heard a more information already. But anyway, I would give the shareholder to ask -- the opportunity to ask questions on this. I think, Mr., Schenkel [ph], if I'm right, has a question, yes.

Unknown Attendee

[Dutch]

Martin van Olffen

I will translate this question. Mr. Schenkel [ph], thank you. Mr. Schenkel [ph] is sort of disappointed in the reservation dividend policy of the company. He believes that shareholders are entitled to part of the profits, which should be paid out as a dividend, and if possible, as a choice in cash or a stock dividend.

Detlev H. Riesner

I think that is, of course, a continuous discussion, also, the company and the Supervisory Board and the Managing board. And I think we have heard the explanation why we decided so, but I can understand the private payer shareholders from all of your opinion. But would you like to add something, while we really stay, Mr. Sackers?

Roland Sackers

Sure. I think the policy, as explained by the Chairman, was very straightforward. Nevertheless, I think it's also important to understand that we, of course, have continuous discussion with all our shareholders worldwide. And you have seen that we had a significant number of meetings over the course of 2012 on that topic, of course. But, of course, I would say, very regular interaction with our shareholders. Unfortunately, there's not one group of shareholders. And there's clearly different interests and different perceptions from a lot of different shareholders. And you will never get them fully aligned. At the same time, I think it's also important, I would say, to seize that end of 2012. And we started our first share buyback program, which was clearly in -- only the first in QIAGEN's history, because also, I would say, a very important step forward in terms of capital allocation to our shareholders. We also asked for today's AGM for an extension of that program. And so it's clearly, I would say, an increased focus. And as the Chairman said, also an ongoing discussion topic with our shareholders as well, within the Management and Supervisory Board. So far, the answer, as we said, is very clear for the short term, but it might change mid and long term. But for the short term, I think it is as proposed.

Detlev H. Riesner

Yes. I think it's more [indiscernible] we are not too happy, but this is a decision here which had to be made. Are there other questions? I don't see other questions. Thank you very much.

Detlev H. Riesner

And I would conclude this item of the meeting, and we can continue with item 6, that is the discharge from liability of the managing directors for the performance of their duty during fiscal year 2012, which ended December 31. It is proposed to improve the performance of the Managing Board during the year ended December 31, 2012, and to discharge the [ph] board from liability, with respect to the exercise of their duties during the fiscal years 2012 as described in the 2012 annual report and the 2012 annual accounts or as otherwise disclosed.

Of course, before I put this matter for voting, I would like to give shareholders again the opportunity to ask questions or to give discussion remarks. Are there any of those questions, related questions? I don't see any. Thank you very much.

Then I would like to formally put this proposal to a vote. Is there anybody against the proposal?

[Voting]

Detlev H. Riesner

We don't see any. Is there anybody who would like to abstain from voting?

[Voting]

Detlev H. Riesner

We don't see any. Thank you. I hereby record for the -- that the proposal has been adopted by acclamation. Thank you very much.

Then we come to the next item, which is the discharge from liability of the Supervisory directors, with respect to the supervision of management performed by the Supervisory Board during the year ended December 31, 2012. It is proposed to improve supervision performed by the Supervisory Board during the year ended December 31, 2012, and to [indiscernible] the Supervisory Board from liability, with respect to the exercise of their duties during the fiscal year 2012, as described in the 2012 annual report and the 2012 annual accounts or as otherwise disclosed. Of course, again, I have to put this matter for questions and answers and look around. Are there any questions? Thank you. I don't see them. Then I can put this formally -- this proposal to a vote. Is there anybody against the proposal?

[Voting]

Detlev H. Riesner

Nothing. Is there anybody, who would like to abstain from voting?

[Voting]

Detlev H. Riesner

Don't see any. Thank you very much. I hereby report that the proposal has been adopted by acclamation. Okay.

Item 8. The appointment and reappointment of the Supervisory directors of the company for a term ending on the date of the Annual General Meeting 2014. So this item, also agenda's appointment of 2 new Supervisory directors over there of the company and the reappointment of 5 current Supervisory directors of the company for a term ending on the date of the Annual General Meeting in 2014. The term of office for the current 7 members of the Supervisory Board all expire after this Annual General Meeting. The composition of the Supervisory Board is set to change at this meeting, as we bring in new leadership talent and expertise as part of our long-term plans to ensure a smooth generation transition.

Four members of the Supervisory Board, that is Dr. Werner Brandt, Dr. Metin Colpan, Prof. Dr. Manfred Karobath and Elizabeth E. Tallett will stand for reelection for a 1-year term at this meeting.

I will also stand for reelection to the Supervisory Board, but this will be, for me, the last time. And my intention is to step down in 2014 after having served as a member of the Supervisory Board since 1996, 18 years, and as Chairman since 2003, 10 years, there are my flowers, though. And I think this was considered seriously and planned since long, yes.

So joint meeting has discussed the proposal for Dr. Brandt to become Chairman, that is in discussion right now of the Supervisory Board in 2014.

After he retires from his current position as a member of the executive board at SAP AG. Dr. Brandt, who has more than 30 years of leadership experience in the head scan ID industries joined our Supervisory Board in 2007, and was also appointed in the same year as Chairman of the Audit Committee. Of course, we thought already then how to rearrange the Audit Committee.

Mr. Erik Hornnaess and Mr. Heino von Prondzynski have chosen not to be proposed for re-appointment. Mr. Hornnaess has been a member of the Supervisory Board period already since 1998 and has served as Deputy Chairman of the Supervisory Board. There is his picture. Chairman of the Compensation Committee, member of the Audit Committee and the selection, the Appointment Committees. Mr. von Prondzynski has been a member of the Supervisory Board, he's there, since 2007 and also has served as a member of the Audit Committee.

On behalf of the Supervisory Board, I would like to express my highest appreciation for their significant contribution to the success of QIAGEN, to wish him all the best for the future, and I should say personally that Erik Hornnaess was really our specialist for sales and marketing. He was asking the right question. He was interested in everything, but particularly when we came to sales and marketing, he was an expert from his Soma experience and asked the right question and gave the really very good indications how the company, what to do, yes.

And Mr. Heino von Prondzynski, of course, was our specialist in Medicare, Diagnostic and that was very important for us. He always pointed out what -- from his experience, what are the important point and he asked also very critical questions and gave very good remarks, yes.

I should say, Mr. Hornnaess had in mind to step down already last year, but we didn't have the new members on board and therefore, we asked him to extend to this 1 year, which he did, and I think now he's in the age of 78 or something. And Mr. Heino von Prondzynski stepped down because he has a lot of other obligations and tries to organize his life in this case for -- on these lines for the future, yes.

So again, we think we are very grateful to both of these members and hope we can see them also again in the future.

Okay. At the same time -- yes, I think an applause for these 2 members. It is very rare.

At the same time, we are very pleased that 2 international business executives, Mr. Stephand Bancel, and Mr. Lawrence A. Rosen are available for election as Supervisory Directors of the company.

I have to give a short CV and officially I have to give it, even they would be able, of course, to give it themselves.

Mr. Bancel, who is 40 and a french citizen is President and founding CEO of Moderna Therapeutics, a startup biotechnology company based in Cambridge, Massachusetts, that is advancing multiple track development programs involving messenger RNA therapeutics.

Before joining Moderna, he served for 5 years as CEO of the French diagnostics company, bioMérieux, and also earlier in his career in Tokyo. And in addition to bioMérieux, he was Managing Director of Eli Lilly in Belgium and Executive Director of Global Manufacturing Strategy and Supply Chain at Eli Lilly in Indianapolis.

He was a master of engineering from Ecole Centrale Paris, a Master of Science in Chemical Engineering from the University of Minnesota and an MBA from Harvard Business School. You can ask later questions also.

I come to Lawrence A. Rosen. He's very successful. Was 55 and then a U.S. citizen. Is a member of the Board of Management and Chief Financial Officer at Deutsche Post DHL, a position he has held since 2009.

Prior to joining Deutsche Post DHL, he served as a CFO of Fresenius Medical Care in Germany from 2003 to 2009. Prior to that, he worked for Aventis S.A. in France as Senior Vice President and Treasurer between 1984 and 2000. He also held different positions at the Aventis predecessor companies, Hoechst AG, AI AG and American Hoechst or Hoechst Celanese.

He holds a Bachelor in Business Administration from the State University of New York and an MBA from the University of Michigan. He has agreed to stand for election as Chair of the Audit Committee, that's important, should Dr. Brandt, the current Chairman of the Audit Committee, be elected as Chairman of the Supervisory Board.

So you see, we have no -- 2 new members stand for election today and whichever, really, a lot of experience, not only in IT or other things, but also in life sciences. It is, I think, important for us.

Okay. The Articles of Association of the company provides that the joint meet meeting has the right to make a binding nomination for the appointment of the member of the Supervisory Board.

On April 22, 2013, the joint meeting has nominated the following 7 persons: Prof. Dr. Detlev Riesner, Dr. Werner Brandt Dr. Metin Colpan; Prof. Dr. Manfred Karobath, Ms. Elizabeth E. Tallett, Mr. Stephane Bancel, and Mr. Lawrence A. Rosen.

The list of binding nominees, including the information as required under Dutch corporate law, has been deposited for inspection by the shareholders at the offices of the company in Venlo American Stock Transfer & Trust Company in New York as of May 13, 2013.

I would like to state that the joint meeting expresses its preferences to appoint the persons first mentioned on the list of binding nominees as members of the Supervisory Board.

As for the nominations of the appointment to the Supervisory Board, shareholders will vote for each nominee on an individual base.

Ladies and gentlemen, as one of the proposals of this agenda item relates to my reappointment, I will ask Dr. Metin Colpan to deal with that proposal separately. But first, are there any questions regarding the proposed reappointments of the Supervisory Directors other than myself?

Are there questions? Okay, and you can even ask the new members. But I see no question, thank you very much.

I would like to propose the following resolutions in respect of the appointment of the following persons of Supervisory Directors.

First of all, with respect to Dr. Werner Brandt, is there anything? And it obviously looks like this, against this proposal?

[Voting]

Detlev H. Riesner

Are there abstains from proposal?

[Voting]

Detlev H. Riesner

I hereby record that this proposal has been adopted by acclimation.

With respect to Dr. Metin Colpan, is there anything against the proposal?

[Voting]

Detlev H. Riesner

Are there abstains -- shareholders abstaining from voting?

[Voting]

Detlev H. Riesner

Not the case. I hereby record that this proposal has been adopted by acclimation.

With respect to Dr. -- Prof. Dr. Manfred Karobath, are there anyone against this proposal?

[Voting]

Detlev H. Riesner

Is there anyone who would like to abstain from voting?

[Voting]

Detlev H. Riesner

No? I hereby record that this proposal has been adopted by acclimation.

With respect to Ms. Elizabeth E. Tallett. Anyone against this proposal?

[Voting]

Detlev H. Riesner

Anyone who would like to abstain from voting?

[Voting]

Detlev H. Riesner

Nothing? I hereby record that this proposal has been adopted by acclimation.

Now we come to our 2 new members. With respect to Mr. Stéphane Bancel, is there anyone against this proposal?

[Voting]

Detlev H. Riesner

Anyone abstaining from voting?

[Voting]

Detlev H. Riesner

I hereby record that this proposal has been adopted by acclimation.

Last in the series, with respect to Mr. Lawrence A. Rosen, anyone against this proposal?

[Voting]

Detlev H. Riesner

Anyone who would like to abstain from voting?

[Voting]

Detlev H. Riesner

I hereby record that this proposal has been adopted by acclimation.

And, of course, I congratulate Mr. Werner Brandt, Mr. Metin Colpan, Mr. Manfred Karobath, Ms. Elizabeth E. Tallett, on their reappointment and Mr. Stéphane Bancel and Mr. Laurence Rosen, for their appointments for the first time in our Supervisory Board. My congratulations. [indiscernible] congratulation.

As mentioned earlier, I will now ask Dr. Metin Colpan to deal with the following items. Dr. Colpan, please?

Metin Colpan

Yes. Thank you very much, Detlev. Ladies and gentlemen, before asking if anyone would like to ask questions regarding the proposed appointment of Prof. Riesner as the Supervisory Director, I would like to express my personal appreciation to Dr. Riesner.

We know each other more than -- since then 35 years before that was mainly in the years we are -- that did my doctorate degree in his Institute, and we have founded QIAGEN in 1984.

He have been very, very -- he have been the Chairman of QIAGEN in the past 10 years, in which QIAGEN grew to an international and present and well-run -- renowned biotech and diagnostic company.

You have informed us 1 year ago you would like to step down after this last election, in 2014. I would like to thank you, in the name of the board, the management, the employees and as a person and a friend, we wish you all the best. Thank you, again, for your help over all these years.

Ladies and gentlemen. So at this time, does anyone have a question? Please?

Unknown Shareholder

[Dutch]

Metin Colpan

First, Mr. Svinkels [ph] makes a statement, he appreciates your choice, Prof. Riesner, to step down next year as a Supervisory Director, which is sort of in line with the Corporate Governance Code that offer a year -- a period a Supervisory Director should step down. In that respect, he has a question. Is it that QIAGEN now will accept the 12-year maximum period to lay down in this Corporate Governance Codes or not?

Roland Sackers

I think we are definitely caught working regarding the Corporate Governance Codes, but before I can give you a final answer, we have discussed that in the Supervisory Board, how we will basically accept that and how we'll work according the limitation of 12 years for Supervisory Board member. Peer, do you have -- or Detlev, do you have a comment to that?

Detlev H. Riesner

Yes, I can commend a renewal, of course, about this recommendation. And we said in the interest of our companies, there really is -- there's the founders in the company. We could stay somewhat longer to really confirm or to guarantee continuity. We set another limit for ourselves, you said 75, but, of course, the age of 75 should be the limit finally, but I have to say I'm only 72, but you see now, it is really time to look for the change, the generation change in the company. And we saw also some criticism from other shareholders, who had said it's too long. "We have not nothing against you personally, but you should stay more or less to these recommendations." And I think in the future, we will accommodate probably closer to that. But this probably will be after my time here.

Unknown Shareholder

[Dutch]

Metin Colpan

Mr. Svinkels asks for a translation of your answer.

Detlev H. Riesner

You have to --

Metin Colpan

Yes, of course, I'm prepared to actually do that. Basically, Dr. Riesner mentioned that -- and now I'm going to do English and I should translate it Dutch. [Dutch]

Okay. Are there any further questions? Since there are no further questions, I, hereby, put the proposal to reappoint Prof. Dr. Detlev Riesner as a Supervisory Director to a vote. Is there anyone against the proposal?

[Voting]

Metin Colpan

Is there anyone who would like to abstain from the voting?

[Voting]

Metin Colpan

I, hereby, record that this proposal has been adopted by acclimation.

Before I ask Prof. Riesner to take over again, I would like to congratulate him for his reappointment as a Supervisory Director for a final 1 year term.

Detlev H. Riesner

Yes, thank you very much, Mr. Colpan, and I think I always thank you for your confidence for my reelection here.

The next item of the agenda is the reappointment of 2 managing directors of the company for term ending after the Annual General Meeting in 2014. The articles of Association of the company provide that members of the managing board appointed by the general meeting of shareholders, upon the joint meeting have been made binding nominations for each vacancy. The term of office of Mr. Peer Schatz and Mr. Roland Sackers as Managing Directors expires as of this Annual General Meeting.

I'll further comment, as you may have noticed, Mr. Uder does not stand for reelection. After many years of service on the Managing Board as Head of our Global Commercial Operations Organization, Mr. Uder decided to retire earlier this year. On behalf of the Supervisory Board and the Managing Board, I want to thank Mr. Uder for his many achievements and contributions to the success of QIAGEN during his 12 years of the company and wish him all the best for the future.

The joint meeting has determined that this vacant position will not be filled this time, and therefore, there are now 2 vacancies on the Managing Board to be filled at this Annual General Meeting.

On April 22, 2013, the joint meeting unanimously adopted a resolution to make a binding nomination for 2 members of the Managing Board, Mr. Peer Schatz and Mr. Roland Sackers, for reappointment.

So shareholders will vote for each nominee for reappointment on our Managing Board or on an individual basis.

Are there any questions according to this proposal? I don't see any question, therefore, I propose the following resolution with respect to the appointment of the following persons as Managing Directors.

With respect to Mr. Peer Schatz, is there anyone against this proposal?

[Voting]

Detlev H. Riesner

Is there anyone abstaining from a nomination?

[Voting]

Detlev H. Riesner

If this is not the case, I, hereby, record that the proposal has been adopted by acclimation.

With respect to Mr. Roland Sackers, is there anyone against this proposal?

[Voting]

Detlev H. Riesner

Is there anyone abstaining from voting?

[Voting]

Detlev H. Riesner

I don't see anybody. I hereby record that the proposal has been adopted by acclimation.

And I congratulate Mr. Peer Schatz and Mr. Roland Sackers on their reappointment as Members of the Managing Board. Yes. My very cordial congratulation.

Now we come to item 10, the reappointment of Ernst & Young Accountants LLP as auditors of the company for the fiscal year ending December 31, 2013. The auditors examin the annual accounts of the company and are for the purpose of designated by the general meeting of shareholders in accordance to Section 2, 392 of the Dutch Civil Code.

The Audit Committee discuss the assessment conducted by the auditors and unanimously agreed that Ernst & Young properly function as auditors of QIAGEN and its subsidiaries. Are there any questions related to reappointment of Ernst & Young? Mr. Svinkels?

Unknown Shareholder

[Dutch]

Peer M. Schatz

So the question was on how -- not, why is -- or why the auditor of QIAGEN. And QIAGEN gets team-wide audits QIAGEN since the fiscal year of 2002. As you might be aware that right now there's a question of duration is in the discussion part, in the Netherlands as well as in the European community, as it is -- as of today, we have to say, is a lot of volatilities in the legislation right now, as well as E&Y can audit QIAGEN for the last time in -- for the fiscal year 2015. And so, therefore, QIAGEN clearly has to make a decision when and when to change.

Unknown Shareholder

[Dutch]

Peer M. Schatz

There's clearly -- it's an audit, and clearly also an ongoing discussion in the Audit Committee, but you have to have a mind that has a lot of different things you have to have in mind. You clearly have to have a, I would say, hand over from auditor [indiscernible]. There's one thing you have to have in mind. Competition and capabilities is another topic you have to address. Because if you see a situation like in the Netherlands where more or less the company have to change because of legal change within a period of -- or very limited period, it also creates limitation for the auditor. So I don't think that is something what you can decide easily, and we are actually in the middle of that question right now, when to transfer and to whom.

Unknown Shareholder

[Dutch]

Metin Colpan

[Dutch]

Unknown Shareholder

[Dutch]

Peer M. Schatz

Yes, just to be, I guess, clear. So what we are saying is that -- that there is a decision that we're going to wait. I think what we're going to say is we want to make the best possible position. But also to make the best possible decision, you have to factor in a couple of things, again, very complex, but if you want indication. Independence is a very important topic. You want clearly, as a shareholder as we -- as a Supervisory Board, you want to have independent auditors. And there's only a limited number of audit companies available in this [indiscernible] being able to audit international companies. So what you have to make sure is that the auditors are independent, that it don't do any work for a time -- for a certain time period before they start to be auditors. And that, if a country like the Netherlands decides, in a very rapid way to change things, the companies have to follow. But that sometimes takes time to follow, as well. So as I said, we are right now in the middle of a very complex environment. We clearly want to comply, there's no -- that is clearly what we have to do, and we have to find the best possible way.

Detlev H. Riesner

So if there are no further questions -- excuse me, if there are no further questions, which I don't see any, then I can put this proposal to a vote, that means re-appointment of Ernst & Young. Is there anyone against this proposal?

[Voting]

Detlev H. Riesner

Is there anyone abstaining from voting?

[Voting]

Detlev H. Riesner

I don't see anybody. I hereby record that the proposal has been adopted by acclimation.

Let me now come to item 11. Item 11 has 2 parts: 11A and 11B and even the titles are somewhat longer. I read it hopefully carefully.

11A, authorization of the Supervisory Board until December 26, 2014, to issue a number of common shares in 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 all shares issued and outstanding in the capital of the company as at December 31, 2012, as included in the annual accounts for fiscal year 2012. So this is a part of a company to issue new shares.

11B, authorization of the Supervisory Board until December 26, 2014, to restrict, to exclude the preemptive rights with respect to issuing shares or granting subscription rights to aggregate par value of such shares or subscription rights shall be up to a maximum of 20%, so this is limited, of the aggregate par value of all shares issued and outstanding in the capital of the company as at December 31, 2012.

These dual items of the agenda are separate voting items, but first some comments.

In our general meeting of shareholders held on June 27, 2012, the Supervisory Board has been designated until December 27, 2013, this December, to issue shares and grant rights to subscribe for shares in the amount of the company's authorized share capital. This designation also entails authority to limit or to exclude preemptive rights in connection this issuance of shares.

The Managing Board and the Supervisory Board consider it in the best interest of the company and the shareholders to be able to react timely when strategic business opportunities that require issuance of our shares arise.

For example, in the past, these designations has been used in conducting acquisitions and in relation to the issuance of convertible bonds because of the short window of opportunity for completing such transactions to maximize shareholder value.

Our ability to pursue strategic business opportunities that require issuance of our shares may be limited if we are required to obtain prior shareholders' resolution to issue shares and/or to exclude the shareholders' preemptive rights.

Therefore, the Managing Board and the Supervisory Board believe that it would be in the best interest of the shareholders to grant the Supervisory Board the authority to issue shares when such occasions occur and to exclude the preemptive rights in situation where it is imperative to be able to act quickly without having to obtain prior shareholders' approval at an extraordinary general meeting of shareholders, which would delay the transaction and may create disrupting market speculations.

In the event of any transaction, however, which is a material impact on the identity and nature of the company, the Managing Board share, as a matter of Dutch Law, obtain prior shareholders' approval despite the authorization of the Supervisory Board to issue shares as described herein, special cases.

Therefore, it is proposed to renew the current authorization of the Supervisory Board, as the current authorization covers the company's authorized share capital, we are asking our shareholders for an authorization to issue a number of common shares in 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 all shares issued and outstanding in the capital of the company as at December 31, 2012, as included in the annual account for fiscal year 2012.

In connection, this authorization of the Supervisory Board to issue shares and grant rights to subscribe for shares, Item 11A, we propose to also to authorize the Supervisory Board to exclude or limit the preemptive rights relating to common shares to be issued or rights to subscribe for such shares, to be granted under such authorization. The aggregate par value of such shares shall be up to a maximum of 20% of the aggregated par value of all shares issued and outstanding in the capital of the company as at December 31, 2012, as included in the annual accounts of fiscal year 2012, that was item 11B.

So the authorization covers a period of 18 months from the date of the 2012 Annual General Meeting after December 26, 2014 -- that must be 2013 -- yes, this must be 2013, yes, excuse me, there's a misprint, [indiscernible] from this 2, but the end is of course important, December 26, 2014, yes.

According to the company's articles of association, the proposal set forth under item 11A may be adopted by an affirmative vote of the simple majority of the votes cast by the shareholders present or represented at the Annual General Meeting.

The proposal set forth in item 11B would require the affirmative vote of at least 2/3 of the vote cast at the Annual General Meeting. If less than 50% of the company's issued share capital is present or represented at the Annual General Meeting, this General Meeting, if 50% or more of the company's issued share capital is present or represented at the Annual General Meeting, the proposal set forth in items 11B shall be validly adopted if adopted by simple majority of the votes cast at the Annual General Meeting.

As more than 50% of the company's issued capital is present or represented, the proposal set forth and item 11B shall be validly adopted by a simple majority of votes cast.

Ladies and gentlemen, would anyone like to ask questions regarding these items?

So issue shares and excluding preemptive rights. I don't see any questions. So it is more on continuation what we have decided earlier. It's really not new.

So I would like to put for a -- proposals 11A and 11B to vote.

First, is there anyone against proposal 11A, issuance?

[Voting]

Detlev H. Riesner

Is there anyone who would like to abstain for voting from proposal 11A?

[Voting]

Detlev H. Riesner

I, hereby, record that proposal 11A has been adopted by acclimation.

Is there anyone against proposal 11B, excluding preemptive rights?

[Voting]

Detlev H. Riesner

None? Is there anyone who would like to abstain from voting on proposal 11A -- 11B, excuse me, 11B?

[Voting]

Detlev H. Riesner

Nobody. I, hereby, record that the proposal 11B has been adopted by acclimation.

Now we come to item 12. Authorization of the Managing Board until December 26, 2014, to acquire shares in the company's own share capital. This has been a point before, for example, or to explain. This is a matter that is typical for Dutch companies to provide an authorization, but not an obligation to conduct a share repurchase program and commonly include it on the agenda of the Annual General Meetings.

At this Annual General Meeting, shareholders are being asked to authorize the Managing Board to acquire shares in the company's own share capital subject to approval of the Supervisory Board against the price between EUR 0.01 and 110% of the average closing price of the common shares on the NASDAQ Global Select market, or as applicable, the Frankfurt stock exchange, for the price trading days prior to the day of purchase or with respect to preference in finance preference shares against the price between EUR 0.01 and 3x the issuance price.

That was also similar as we had it before, yes, it's not new.

This authorization shall be valid for a 2-way period of no more than 18 months, meaning until December 26, 2014. It will replace an authorization that will expire on December 27, 2013, and have been approved at the last Annual General Meeting in June, 2012.

In October 2012, QIAGEN launched its first ever share repurchase program, you heard about it, and was very encouraged, by the reception of this initial $100 million program, which was completed in March 2013. A total of 5.07 million shares were repurchased in the Frankfurt stock exchange and NASDAQ at volume weighted average price of EUR 14.59 and $1.20 per share, respectively.

Repurchase shares ahead in treasury in order to satisfy various obligations for exchange of the debt instruments and/or employees' share-based remediation plans. The Supervisory Board and the Managing Board in the future will continue to evaluate the possibility for new share repurchase programs as an element of QIAGEN's capital allocation strategy. Dutch law and the company's Articles of Association allow for the authorization of the Managing Board to purchase shares equal up to 50% of the company's issued share capital on the date of the acquisition.

However, we are asking our shareholders to authorize the Managing Board to acquire shares up to 10%, not 50%, 10% of the company's shared capital at the time of acquisition, and provided that the company or any subsidiary of the company shall not hold more than 10% of the company's issued share at the same time, total 10%.

The power to repurchase shares provides the Managing Board this flexibility and allows the capital -- the company to return capital to shareholders.

In addition, share repurchases can be used to demonstrate the commitment for the business and confidence in long-term growth prospects, as well as cover obligations under the company's share-based compensation plans.

Ladies and gentlemen, are there no questions to this repurchase program or possibility for repurchase?

It's a possibility, not an obligation as I pointed out here in part.

I don't see any question. Thank you very much. Then we come to the vote. I should put this proposal to a vote. Is there anyone against the proposal?

[Voting]

Detlev H. Riesner

Is there anyone abstaining from voting?

[Voting]

Detlev H. Riesner

No one? I, hereby, record that proposal has been adopted by acclimation.

Questions, general item of questions. We have now voted on all the proposals under agenda. At this time, I'd like to provide you, ladies and gentlemen, the opportunity to ask any other questions that you may have regarding our company. So this is our general question-and-answer.

First, Mr. Vaughn [ph] and then Mr. Svinkels.

Unknown Shareholder

Mr. Chairman, my name is Vaughn, the management showed slides with adjusted -- profits adjusted, profits, earnings, et cetera. And there was also a sheet, as Mr. Sackers showed, a kind of [indiscernible] statement, wherein there show the differences between adjusted figures and the figures from the annual report. That sheet is not in the statutory accounts and I'm trying to find it in your Internet, but I couldn't find it. Perhaps it's in the Internet, so where can I find it?

Detlev H. Riesner

Mr. Sackers.

Roland Sackers

Yes. We show it actually every quarter.So every quarter, as a publicly listed company, we comply with our quarterly report and reporting requirements. And we also have a quarterly conference call. And typically, accomplish -- have attached financial statements and also calls a conference call by itself, there's a slide deck available in the Internet and where we, again, have this reconciliation as well as reported, as well as adjusted numbers clearly laid out. And so I think that is something that we're actually doing it quarterly basis. And, of course, we do it for the first quarter or for the fiscal year.

Unknown Shareholder

By the quarterly figures?

Roland Sackers

Also for the full year figures, of course, as well.

Unknown Shareholder

Oh. I don't know where to find it.

Detlev H. Riesner

Okay. Mr. Svinkels.

Unknown Shareholder

[Dutch]

Peer M. Schatz

Okay. Mrs. Svinkels has one complement for the company. Thank you very much for the day last year in Hilden. It was very interesting to have a look at the premises of QIAGEN. So again, thank you very much for that. Then the sort of questions, one is on listings. Mrs. Svinkels note that QIAGEN has a listing on NASDAQ and on Frankfurt and he wonders whether QIAGEN is considering listing in other places. For instance, over next to Amsterdam or maybe listing in Asia. The second question relates to draft minutes of the shareholders' meetings, he is keen to find out where he can find those draft minutes.

Detlev H. Riesner

As for the compliment, I can say, I thank you. And for the questions, I give it to you first, listings.

Peer M. Schatz

For the first-time, I would like to say thank you for participating in the event in Hilden. And I would like to thank our team, especially Xander [ph], who's sitting in the back, who helped organize it. We enjoyed being able to host you and being to share some of the excitement that we have in the company with U.S. visitors. So thank you for coming. I know it's a long trip for some of you, and we appreciated your efforts.

Roland Sackers

Yes. And just out of that, we are planning a similar event for this September, as well. On the question on listings, Peer, I think you want to take the draft?

Peer M. Schatz

Okay. On listings, as you said, we are already listed and actually, I would say, happily listed in the U.S. as well and -- as well, in Frankfurt. We feel -- I think that is a way for a company like QIAGEN, as you might know, we have a significant number of shareholders in U.S. as we have a significant number of shareholders in Europe. Nevertheless, it's a global share. So you can buy in the morning, if you like, in Frankfurt and deal in the afternoon in New York. It's still the same one global QIAGEN share. And also the additional, I would say, cost in infrastructure that lead to that is something that we believe it is very well spent. So we don't think we want to add some additional listing to that. We feel quite comfortable having both listing at the same time, especially as a life science/diagnostic companies, we feel, I think it's very important to have a U.S. listing as we are clearly lacking comparable companies in Europe given the size QIAGEN has achieved in the meantime. The second part of your question was on AGM results and so on, we file them typically on the one hand side with the SEC. So you will see them or you will find them on the SEC website, sec.gov. If you get to take the QIAGEN ticker, you will see that all of our filings, investor filings, for example, is about the AGM and the AGM [indiscernible]. So it typically happens within, I don't know, a few days. And you can find also the link to the SEC filings also on the QIAGEN website.

Unknown Executive

Thank you.

Detlev H. Riesner

Are there any general questions as a company? I don't see any. Thank you very much because then I can really conclude this item of questions, and I will summarize all issues voted -- only voted at this Annual General Meeting.

The first voted agenda item was for the proposal to adopt the annual accounts of QIAGEN NV for fiscal year 2012, including allocation of the profits to reserve as determined by the Supervisory Board has been adopted.

Agenda item 6 is the proposal to discharge the Managing Directors from liability for the performance of their duties during fiscal year 2012 has been adopted.

Agenda item 7 is the proposal to discharge the Supervisory Directors from liability for the performance of their duties during fiscal year 2012 has been adopted.

Agenda item 8 is the proposal to appoint or re-appoint 7 Supervisory Directors of QIAGEN NV to serve until the Annual General Meeting of shareholders to be held in 2014 have been adopted.

Agenda item 9 is the proposal to reappoint 2 Managing Directors of QIAGEN NV to serve until the Annual General Meeting of shareholders to be held in 2014 has been adopted.

Agenda item 10, the proposal to reappoint Ernst & Young Accountants LLP as auditors of the company for the fiscal year ending December 31, 2013, has been adopted.

Agenda item 11, the proposals to authorize the Supervisory Board until December 26, 2014, to issue a number of common shares in financing preference shares and grant rights to subscribe for such shares, that was 11A, and to restrict or exclude the preemptive rights with respect to issuing shares or granting subscription rights, item 11B, subject to the term have been adopted.

Finally, agenda item 12, the proposal to authorize the Managing Board to acquire shares in the company's capital from the date of this annual meeting until December 26, 2014, subject to the terms and conditions previously described has been adopted.

So I believe that all your questions have been answered.

Before I close this meeting, I think I should mention also, and so, it's not another set time, I'm in a happy situation that I can really serve as the last year to this company in this situation. And I should also think I was really enjoying this General Annual Meetings, over critical questions, over discussions, but I never feel aggressions from you, of the audience, yes. And I have to say, I was on other -- with other companies on general assemblies, and this is really a very good atmosphere, has always been. And I think a positive and a constructive atmosphere and, therefore, I really thank also you. My colleagues and, on the Supervisory Board and I, we should say that we have great confidence in the future of QIAGEN and that the whole Supervisory Board and not only from me, but personally, and we look forward to significant progresses. And we think that our leadership team will provide you with an update of the Annual General Meeting to be held in 2014, and I'm confident that it will be very positive.

Therefore, I thank and support you for QIAGEN and I hope that you will have a nice trip back. In the other years, I said I'm happy to see you back. This time, I see the Supervisory Board -- and the Managing Board will be happy to see you again in 2014. Bye-bye.

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