Stock Option Scheme

We offer all our employees the opportunity to become shareholders in Evotec through stock option programs. This move clearly demonstrates our goal of using these programs to provide an incentive for our specialist staff since this is crucial for attracting and retaining highly qualified employees amid intense international competition. At our Ordinary General Meetings the following stock option programs were launched:

Date of the Ordinary General Meeting	Program	Maximum number of stock options available	Breakdown
June 7, 1999	Program I	1,466,600 *	20%	Management Board
			20%	Key employees
			60%	Other employees
June 26, 2000	Program II	949,000 *	10%	Management Board of consolidated companies
			90%	Other employees of Evotec and consolidated companies
June 18, 2001	Program III	1,129,600	300,000	Management Board of Evotec
			150,000	Management Board of consolidated companies
			679,600	Other employees of Evotec and consolidated companies
June 7, 2005	Program IV	1,741,481	700,000	Management Board of Evotec
			341,481	Management Board of consolidated companies
			700,000	Other employees of Evotec and consolidated companies
May 30, 2007	Program V	2,140,000	1,000,000	Management Board of Evotec
			400,000	Management Board of consolidated companies
			740,000	Other Employees of Evotec and consolidated companies
August 28, 2008	Program VI	3,400,000	1,000,000	Management Board of Evotec
			2,400,000	Other Employees of Evotec and consolidated companies

On the basis of the above mentioned authorisations by the Company's Ordinary General Meeting the Management Board is authorised to grant options to employees as per the conditions mentioned below. The Supervisory Board of Evotec is authorised to grant options to the Management Board.

Issuance of Options

For Programs I to III up to 30 % of the total number of stock options of each group can be granted per year. Options can be granted at any time as long as the requirements of each individual program are met. The terms of the stock option plan provide that the Management Board can grant options only if the average Xetra closing price of the shares of the Company during the last three months of the financial year prior to the granting of options is at least 30 % higher than the corresponding average for the last three months of the previous financial year.

Should the hurdle not be reached, the Supervisory Board can nevertheless authorise the granting of options to employees if it is considered necessary for the interests of the Company, e. g. for recruiting qualified staff or for acquisitions of other companies. However, the terms concerning the total number of stock options granted per year, as mentioned above, as well as the distribution breakdown to the different groups will remain the same.

Programs IV and V allow for up to 40 %, Program VI for up to 50% of the total volume of stock options to be granted per year.

Duration of Programs and Exercising of Options

Each of the options from Programs I to III entitles the holder to purchase one share of the Company's stock within ten years of the option grant date. The holder may exercise after two years up to one third of his or her options, after three years up to two thirds and after four years all of his or her options. The Management Board is authorized to postpone the period for the initial exercise of the options, for parts of the Group or the Company as a whole, from two to three years after option rights had been granted. In this case, affected holders of subscription rights can exercise half of their subscription rights after three years at the earliest and all of their subscription rights after four years respectively. Options from Programs IV, V and VI entitle the holder to purchase one share of the Company's stock within six years of the option grant date. The holder may exercise his options after three years.

Options can only be exercised within certain exercise periods. For Programs I to III, each exercise period lasts for two weeks and commences on the third trading day after each of the following events: the release of the quarterly results by Deutsche Börse AG, the annual press conference on the financial statements of the Company and the annual ordinary shareholders' meeting of the Company. For Programs IV to VI, options may be exercised throughout the given year. This excludes those three-week periods (holding periods), which shall end, respectively, on the date of the annual ordinary shareholders' meeting of the Company, the date of the annual press conference on the financial statements of the Company and the date on which a quarterly report of the Company is made available to the public.

Under Program I, each of the options entitles the holder to purchase one share of Evotec with a nominal value of EUR 1.00 at a predetermined strike price which is the Xetra closing price of the Evotec shares on the last trading day before the options were granted. For all options granted in the year 1999, the strike price is EUR 6.50*. Options can be exercised only if the share price at the time of exercise is at least 5 % above the strike price.

Under Programs II and III, each of the options entitles the holder to purchase one share of Evotec with a nominal value of EUR 1.00 at a strike price which is 5 % above the Xetra closing price of the Evotec share on the last trading day before the options were granted. Options can be exercised only if the Xetra closing price of the Evotec share on the last trading day before the beginning of the exercise period is at least equal to the strike price.

Under Programs IV, V and VI, each of the options entitles the holder to purchase one share of Evotec with a nominal value of EUR 1.00 at a strike price which is the average price of the Xetra closing price of Evotec shares on the last three trading days before the options were granted. Options can be exercised only if the average price of the Xetra closing price of the last 20 trading days before the beginning of the exercise period (three years after the date of issuance) exceeds the average price of the last 20 trading days before the issuance of stock options by at least 33 %. If this is not the case, the price of either four or five years after the issuance of the stock options will apply.

Evotec will regularly provide in its financial reports the total number of options available for future exercise.

The shares to be delivered to the holders of the share options upon exercise come from the conditional capital increases adopted by the shareholders' meeting on June 7 1999, June 26 2000, June 18 2001, June 7 2005, May 30 2007 and August 28 2008.

*After stock split of two for one share of August 18, 2000