NASDAQ Corporate Governance Disclosure

Pursuant to NASDAQ's Marketplace Rules, foreign private issuers such as Evotec may follow home-country practice in lieu of certain NASDAQ corporate governance requirements. These requirements and the practices followed by Evotec are described below:

• Evotec is exempt from NASDAQ's quorum requirements applicable to meetings of ordinary shareholders. Consistent with German law, Evotec's Articles of Association provide that there are no quorum requirements generally applicable to meetings of shareholders.
• Evotec is exempt from NASDAQ's requirement that directors be selected, or recommended for the Supervisory Board's selection, by either a majority of independent directors or a nominations committee comprised solely of independent directors. Evotec's director nomination process is governed by German law, pursuant to which director nominees are selected by the full Supervisory Board, rather than solely by independent directors.
• Evotec is exempt from NASDAQ's requirement that Evotec adopt a formal written charter or Board resolution addressing the director nominations process. Evotec's director nomination process is governed by German law rather than a Nominations Committee charter or specific resolution of the Supervisory Board.
• Evotec is exempt from NASDAQ's requirements that shareholder approval be obtained prior to the establishment of, or material amendments to, stock option or purchase plans and other equity compensation arrangements pursuant to which options or stock may be acquired by directors, officers, employees or consultants. Evotec is also exempt from NASDAQ's requirements that shareholder approval be obtained prior to certain issuances of stock (i) resulting in a change of control, (ii) occurring in connection with acquisitions of stock or assets of another company or (iii) issued at a price less than the greater of book or market value other than in a public offering. Evotec's Articles of Association do not require shareholder approval prior to the establishment of a stock plan. The Articles of Association also permit shareholders to grant the Supervisory Board general authority to issue shares without further shareholder approval. Evotec's stockholders have granted the Supervisory Board general authority to issue up to a maximum of our authorized capital without further shareholder approval. Evotec plans to seek shareholder approval of stock plans and stock issuances only where required under German law or under Evotec's Articles of Association.