FAQ Delisting

Q: What happens to my American Depositary Shares (ADS)?
ADS remain in place - the only change will be in the trading platform moving from being listed on NASDAQ stock exchange to the U.S. over-the-counter market, where ADS will be traded in the form of the "Level 1" ADR program.

Q: What is an ADR Level I Program?
A "Level I Program" trades on the U.S. over-the-counter (OTC) market instead of a stock exchange.

Q: How to track the share prices in the future?
OTC share prices are publically available and could be consulted at financial service providers' web sites, such as Yahoo Finance, Bloomberg, Reuters, etc.  In addition, the underlying Evotec shares are traded on the Frankfurt Stock Exchange with the share price being made publicly known.

Q: Why did Evotec decide to delist its ADS from the NASDAQ and to eventually deregister from the SEC?
Investors are increasingly focusing on the stock exchange with the highest liquidity for a stock. Only approximately 10% of the allover investment in Evotec’s shares are held in the form of American Depositary Receipts (ADR), while 90% of investment is traded in Evotec’s ordinary shares on the Frankfurt stock market. For those investors who prefer to purchase ADR, our ADR will continue to trade in the U.S. over-the-counter market on the basis of a "Level I" ADR Program. 

Q: What is the difference between Delisting and Deregistration?
"Delisting" refers to the withdrawal of an issuer's securities from trading on the relevant stock exchange (e.g. NASDAQ).

"Deregistration" refers to the termination of the SEC registration of an issuer's securities, resulting in the termination of an issuer’s reporting obligations under Sections 13(a) and 15(d) of the U.S. Securities Exchange Act of 1934.  Deregistration of Evotec’s ADS is envisaged as soon as the company is eligible for this which may require a year from the planned delisting.  However, even after the deregistration of Evotec’s ADRs they will continue to trade in the U.S: over-the-counter market on the basis of a “Level I” ADR Program.

Q: Will the move of Evotec ADS from the NASDAQ to the OTC market and its intended SEC deregistration change the company's reporting standards and frequency?
Evotec will maintain its high level of transparency in its reporting based on the internationally acknowledged accounting and reporting standards IFRS (International Financial Reporting Standards). The company will continue to publish in English on its website all disclosures required by the Frankfurt Stock Exchange and German law.  In addition, and while Evotec plans to deregister from the SEC, the company will comply with all SEC stipulations for at least one year.

Q: Following the delisting where are Evotec ADS quoted and traded now?
Starting 30 November 2009, Evotec ADS are quoted and traded on the over-the-counter market (OTC market). EVTC has been changed to EVTCY: OTC Bulletin Board or PinkSheets

Q: Does the move of Evotec ADR from the NASDAQ to the OTC market affect ADR holders' ability to purchase, hold or sell Evotec ADR?
The delisting of the ADS is not expected to materially affect the ability of investors to purchase, hold or sell Evotec ADR. Investors can continue to trade Evotec ADR through a U.S.-registered stock broker, with the main difference being that the trade is executed via the OTC market instead of over the NASDAQ.

Q: Will the delisting and the deregistration affect the ADR holders' AGM voting rights? Will ADR holders still receive proxy materials in English from Evotec?
There is no change with respect to the voting rights. As an ADR holder on the record date, you will have the right to vote the equivalent number of underlying shares as represented by your Evotec ADR holdings. ADR holders will still receive their proxy materials in English through their usual financial intermediary if they hold ADR in beneficial form or through JPMorgan if they are registered holders.

Q: Was there a change of the depositary bank for Evotec’s ADR, following its move from the NASDAQ to the OTC market?
No. J.P. Morgan Chase Bank remains the depositary bank for Evotec ADR.

Q: I am a holder of Renovis employee options.  What happens to these options?
The Renovis employee options are not impacted by the delisting process, but any ADRs issued following exercise of the options will be traded on the OTC market.

If you have any questions, just mail us at investor.relations@evotec.com. We will be pleased to help.