Corporate Governance

Declaration on the German Corporate Governance Code for the Year 2003

The Management Board and the Supervisory Board of Evotec OAI AG stated in accordance with § 161 German Stock Corporation Act (AktG):

"Evotec OAI AG has complied in 2003 and intends to comply in the future with the recommendations of the Government Commission's German Corporate Governance Code (revised version as of 21 May 2003) with the following two exceptions:

The stock option programs in place are based on binding resolutions of several Annual General Meetings. While the exercise of these options requires an increase of the share price, the exercise is not related to other comparision parameters as recommended in the revised version of Section 4.2.3 of the Code. This new recommendation will be considered for relevant future proposals to the AGM.

With the current Supervisory Board Committee composition, non-chair members of such committees do not receive any additional compensation on top of the base Supervisory Board compensation. It is planned to recommend to the Annual General Meeting scheduled for 1 June 2004 to amend the Company's Articles to fully accommodate the recommendation as described in No. 5.4 of the Code."

December 2003

Management Board     Supervisory Board