Corporate Governance

Declaration on the German Corporate Governance Code for the Year 2004

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

"Evotec OAI AG intends to comply with the recommendations of the Government Commission's German Corporate Governance Code (revised version as of 21 May 2003) and has complied with such code in 2004 with the following exception:

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 performance benchmarks as recommended in the revised version of Section 4.2.3 of the Code. This recommendation will be followed in relevant future proposals to the AGM."

December 2004

Management Board     Supervisory Board