The actions of Evotec SE’s management and oversight bodies are determined by the principles of good and responsible Corporate Governance. An effective Corporate Governance is crucial for the Company’s business affairs as well as for capital market communication. This has always been of utmost significance to Evotec. With our commitment to complying with highest Corporate Governance standards we demonstrate our dedication to well-balanced and transparent rules to the market participants and internally emphasize the importance of our clearly defined management tools and responsibilities.

For further information and documents concerning the Evotec Corporate Governance regarding Environmental Social Government (ESG) please refer to our ESG Performance & Reporting page.

Due to our shares’ listings on the Frankfurt Stock Exchange and on NASDAQ and in respect of our international stakeholder base, Evotec recognizes both German and international Corporate Governance standards. Good and transparent Corporate Governance ensures that the Company is managed and controlled in a responsible manner, with the objective of sustainable creation of value. The Management Board and Supervisory Board are convinced that compliance with high standards of Corporate Governance is a key factor of success. This also includes integrity in our dealings with employees, partners, shareholders and the public, which is demonstrated by the exemplary conduct of the Company’s management and controlling bodies. As a service provider and collaboration partner, we depend on our ability to win and retain the trust of our partners and customers through impeccable behavior. Our objective is to be credible, solid and reliable and act accordingly. Evotec's Corporate Governance is therefore regularly reviewed and enhanced by the Management Board and the Supervisory Board.

As part of the management strategy, we define and communicate specific goals on an annual basis. To accomplish these targets, we rely on the enterprise and initiative of our managers and employees. We achieve consensus on clearly defined objectives, and we regularly monitor how well we are meeting them. These agreements on targets are a key element of our leadership philosophy and an integral part of our remuneration system. To strengthen the governance of a sustainable business, a number of ESG measures are part of our Management Board’s short-term incentive plans (STI).

To further improve our sustainability governance, the Supervisory Board implemented a dedicated sub-committee for ESG topics in June 2022. This committee is composed of three Supervisory Board members, and is led by its Chairperson Constanze Ulmer-Eilfort, who has a strong background in governance. In addition, the CEO, the Global Head of HR and the Head of Global ESG at Evotec are regular participants in the committee’s meeting, which are held every two months. The Chairperson and the Head of Global IR & ESG are in regular contact between meetings.

Please find the current Declaration of Corporate Management below.

The German Corporate Governance Code in its current version as of 28 April 2022 (the ‘Code’) contains principles, recommendations and suggestions for the Management Board and the Supervisory Board that are intended to ensure that the company is managed in its best interests. The Code highlights the obligation of Management Boards and Supervisory Boards – in line with the principles of the social market economy – to take into account the interests of the shareholders, the enterprise’s workforce and the other groups related to the enterprise (stakeholders) to ensure the continued existence of the enterprise and its sustainable value creation (the enterprise’s best interests).

With the following exceptions, Evotec complies with all recommendations of the Code and the majority of the Code’s suggestions. In December 2023, Evotec’s Management Board and Supervisory Board declared in accordance with Section 161 of the German Stock Corporation Act (AktG):

“Evotec SE has complied in 2023 with the recommendations of the Governmental Commission on the German Corporate Governance Code (the “Code”) as published in the official section of the Federal Gazette and intends to comply in the future with the recommendations of the Code, with the following exception:

• Notwithstanding Section C.5 of the Code, Prof. Dr. med. Löw-Friedrich, Chief Medical Officer of UCB SA and Chairperson of Evotec‘s Supervisory Board, has also a seat in the Supervisory Board of Fresenius SE & Co. KGaA. In exercising her mandate as Chairperson of the Supervisory Board of Evotec SE, Prof. Dr. med. Iris Löw-Friedrich always had devoted sufficient time to perform her function to the extent required. Prof. Dr. med. Löw-Friedrich has plausibly demonstrated that this will also be the case in the future.”

Hamburg, December 2023

Management Board & Supervisory Board

The Management Board and Supervisory Board of Evotec SE last issued a Declaration of Conformity pursuant to Art. 9 (1) lit. c) ii) SE Regulation in conjunction with Section 161 of the German Stock Corporation Act (AktG) on the recommendations of the German Corporate Governance Code (currently in the version dated April 28, 2022; the "Code") in December 2023. This declaration is updated and hereby supplemented as follows

"In deviation from recommendations G.6 and G.10, Dr. Mario Polywka will not receive any long-term, share-based variable remuneration under the Management Board remuneration system for his temporary activity as Interim CEO from January 2024. Due to his only interim position as a member of the Management Board and Chairman of the Management Board for a maximum period of one year, the Supervisory Board of Evotec SE does not consider it in its interest to grant long-term variable remuneration whose assessment period would extend far beyond the term of office as a member of the Management Board and thus beyond the possibility of influencing the achievement of targets. In accordance with the German Stock Corporation Act and the Code, it should also be prevented that the incentivizing effect of long-term, share-based remuneration granted during the temporary activity on the Management Board continues after returning to the Supervisory Board and possibly leads to doubts about the independent exercise of control activities. The long-term promotion of the company's well-being and the guarantee of sustainable and long-term corporate success are already in the interests of Dr. Mario Polywka because he is to return to the Supervisory Board after completing his interim activity on the Management Board and therefore does not require any further incentives. After the end of Dr. Mario Polywka's temporary activity on the Management Board, the remuneration of the Management Board will again fully comply with the recommendations of the Code."

Otherwise, the declaration of conformity from December 2023 remains unchanged.

In January 2024

Management Board Supervisory Board

The German Corporate Governance Code (the “Code”) presents essential statutory regulations for the management and supervision (governance) of German listed companies and contains internationally and nationally recognized standards for good and responsible governance. The Code aims at making the German Corporate Governance system transparent and understandable. Its purpose is to promote the trust of international and national investors, customers, employees and the general public in the management and supervision of listed German stock corporations.

A basic feature of the corporate governance structure at Evotec SE is its two-tier system, with a clear distinction between management by the Management Board and supervision by the Supervisory Board. The Management Board is responsible for leading the Company and represents it externally. The Supervisory Board’s task is to appoint and dismiss the members of the Management Board and monitor their activities. Under German law the Supervisory Board may not take any operational management decisions. Both decision-making bodies work together closely for the good of the Company, however, and have as their joint objective long-term sustainable growth prospects for its shareholders. The General Meeting is one of the Company’s decision-making bodies and represents the interests of shareholders.

The Management Board reports to the Supervisory Board in writing and orally on an ongoing basis and provides it with detailed information about the status of the Company. This includes monthly reports by the Management Board, in which it presents the financial results for the previous month in writing, along with detailed comments and explanations. The Management Board also presents the budget for the coming financial year and the medium-term planning to the Supervisory Board. In addition, the Management Board is obliged to notify the Supervisory Board in good time of all transactions that could have a significant impact on the Company’s profitability or liquidity. This enables the Supervisory Board to make comments on such transactions before they are executed.

Above and beyond this exchange of information and the discussions between the Supervisory Board and the Management Board, the Supervisory Board Chair and the Chair of the Management Board (CEO), as well as other Management Board members, discuss current and ongoing topics whenever this is appropriate.

The Management Board of Evotec SE manages the Company on its own responsibility and represents Evotec SE in transactions with third parties. The Management Board develops the Company strategy, agrees it with the Supervisory Board and ensures its implementation. The Management Board’s actions and decisions are guided by the Company’s interests. It is committed to the target of sustainably increasing enterprise value, while taking the interests of shareholders, employees and other stakeholders into account. The members of the Management Board are jointly responsible for the entire management of the Company and decide on fundamental questions of Company policy and strategy, as well as on the annual and long-term planning.

In addition to the Chair, the Management Board of Evotec SE consists of four further members. The Chair coordinates the work of the Management Board members. New Management Board members are appointed for a maximum term of three years, in accordance with recommendation B.3 of the Code. Contracts may be renewed for up to five years, however, as currently agreed with the Chief Executive Officer, the Chief Scientific Officer and since January 2022 with the Chief Operating Officer. The contract with Dr Craig Johnstone, Chief Operating Officer, was extended with effect from 1 January 2022 for a further five years until 31 December 2026. Dr Matthias Evers was appointed as the new Chief Business Officer for three years with effect from 1 May 2022. This Management Board position was created to reflect the Company’s growth. The contract with Dr Cord Dohrmann, Chief Scientific Officer, was also extended early with effect from 1 September 2022 for a further five years until 31 August 2027. Members of the Management Board may be re-elected or dismissed early for good reason. The members of the Evotec SE Management Board do not hold more than three Supervisory Board seats in publicly listed companies outside the Group or on supervisory boards that make comparable demands. Information about the individual board seats and professional responsibilities of the Management Board members can be found on page 142f of the Annual Report 2022.

With regard to the diversity of the Management Board it should be borne in mind that the Supervisory Board selects the Management Board members on the basis of their qualifications and professional background (“thought diversity”), also in view of the seven diversity dimensions defined in the Diversity Charta that Evotec has signed. In accordance with Section 111 (5) AktG the Supervisory Board of Evotec SE defined a quota of female members of the Management Board for the first time in 2015. Given that the four Management Board members with ongoing contracts were all male at the time, this quota was set at 0%. This quota was confirmed in 2017 in view of the terms of the contracts with the current active Management Board members, because no changes in the composition of the Management Board were planned. When deciding whether to renew the contracts with existing Management Board members and to expand the Management Board, the Supervisory Board considered increasing the quota defined for female members, but reserved the right to make its decision based solely on qualifications and performance. The Supervisory Board has now appointed Laetitia Rouxel to succeed Enno Spillner as the new Chief Financial Officer as of 1 April 2023. The Supervisory Board will deal with an increase in the target for the proportion of women on the Executive Board in one of its next meetings. Three of the five current Management Board members do not come from Germany.

An age limit has been set for Management Board members in accordance with recommendation B.5 of the Code. Pursuant to Section 1 (4) of the Rules of Procedure for the Supervisory Board of Evotec SE, the Supervisory Board ensures that no member of the Management Board is older than 65 years of age when appointed.

Responsibilities within the Management Board in 2022 were divided according to functional criteria, on the basis of Rules of Procedure. The Chief Executive Officer is responsible for coordinating the Management Board and for Investor Relations, ESG and Public Relations, Corporate Communications, Human Resources, Academic Bridges and the Infectious Diseases Strategy. The Chief Business Officer is responsible for Corporate Development and Strategic Planning, Global Business Development, Global Strategic Alliances and Partnerships, Global Information Technology and Security, Global Research Technology and Strategic Marketing. The Chief Financial Officer is in charge of Finance, Controlling, Taxes, Legal & Compliance, Insurance, Risk Management and Internal Audit, and the Export Compliance Office, and exercises the function of the Chief Export Control Officer (CECO). The Chief Operating Officer is responsible for the Drug Discovery and Development segment, Global Biologics, Gene Therapy, Clinical Development, Environment, Health & Safety, Quality Management, and Supply Chains, including purchasing, logistics, facility management and technology. The Chief Scientific Officer is responsible for the Research & Development segment, Cell Therapies, EVOgnostics, Innovative Developments and Joint Strategies, EVT Equity and Operational Venture Capital and Intellectual Property/Patents (EVT Innovate).

As a rule, each individual Management Board member is responsible for managing their own area of responsibility autonomously. Activities and transactions in any single area of responsibility that are of exceptional importance for the Company or which entail an exceptional risk require the prior approval of the entire Management Board. Further details are defined in the Rules of Procedure for the Management Board.

Management Board meetings are convened by the Chair of the Management Board (CEO). Each Management Board member can require an extraordinary Management Board meeting to be convened, in addition to the regular Management Board meetings. The Chair of the Management Board (CEO) chairs the Management Board meetings and coordinates the work of the individual members. Individuals who are not Management Board members may be invited to advise at a Management Board meeting by resolution of the Management Board.

Brief minutes are to be taken of key negotiations and resolutions. Management Board resolutions are generally taken in meetings. However, they may also be taken without a meeting; in writing, by electronic means or by phone. The Management Board is quorate when the majority of its members vote on the resolution. As a rule, Management Board resolutions are passed by a simple majority. If the vote is tied, the Chair has the casting vote.

The Supervisory Board and the Management Board have taken care of long-term succession planning. It reflects the requirements of the German Stock Corporation Act (AktG) and the Code, as well as the diversity concept for the composition of the Management Board adopted by the Supervisory Board. Taking the concrete qualification requirements and the criteria mentioned into account, the Nomination Committee of the Supervisory Board prepares an ideal profile on the basis of which the Nomination Committee draws up a short list of available candidates. Interviews are held with these candidates. A recommendation is then made to the Supervisory Board for resolution. If necessary, the Supervisory Board and/or the Nomination Committee are supported by external advisers to develop the requirement profile and select the candidates.

As stipulated in the current articles of association of Evotec SE, the Company’s Supervisory Board consists of six members, who are elected by simple majority voting by shareholders at the Annual General Meeting. The Supervisory Board members are elected for five years and may be re-elected for a maximum of two full terms of office. As of the next election, a shortening of the five-year term of office is planned, as well as a staggering of the terms of office and a limitation of the total time in years instead of terms of office. The term of office of all the Supervisory Board members ends at the close of the Annual General Meeting 2024 that passes a resolution on discharging the Supervisory Board members of liability for the Company’s 2023 financial year.

In accordance with the recommendations of the Code, the members of the Evotec Supervisory Board were selected regardless of their gender, nationality and age, according to their qualifications, professional experience, ability and independence. It should be noted, however, that the Supervisory Board has set an age limit and determined that potential candidates may not be older than 72 years of age when they are proposed for election. In addition, the Supervisory Board currently has defined two full periods of office as the regular limit for membership of the Supervisory Board but plans to adjust this as well with the planned shortening of terms of office at the 2024 Annual General Meeting.

An appropriate proportion of women is also required. To this end the Supervisory Board has set a gender quota requiring a respective proportion of women and men of at least 30%.

The Supervisory Board has also set concrete targets for its composition and competences and drawn up a Competence and Specialist Knowledge Profile that reflects the Company’s specific situation. Taking the company-specific situation into account, these targets and competence profiles require a majority of the Supervisory Board members to have national and international experience in (i) research and development, (ii) finance, capital markets, law, corporate governance, (iii) marketing, sales and operations, (iv) (public) healthcare and (v) expertise in sustainability topics that are relevant to the Company. Potential conflicts of interest should also be averted by examining potential candidates for the Supervisory Board very closely when they are selected. Furthermore, the Supervisory Board should be composed in such a way that the majority of its members are independent and collectively have the knowledge, skills and functional experience to carry out their tasks properly.

The composition of the Supervisory Board currently meets these targets and competence profiles: From their work in various international companies, all the members have an extensive international professional background. All the members are considered to be independent in accordance with the two-dimensional evaluation criteria of the German Corporate Governance Code, three different nationalities are represented and four members are female. Evotec strives for diversity of opinion, which is ensured by the composition of an internationally experienced Supervisory Board with a broad range of skills.

The current composition of the Supervisory Board conforms to the competence profile as described and last confirmed in 2022 when re-elections to the Supervisory Board were held.

The Supervisory Board Chair coordinates the work of the Supervisory Board and represents the Supervisory Board externally. The Supervisory Board Chair is available to shareholders to discuss topics specific to the Supervisory Board.

The Supervisory Board appoints and dismisses the members of the Management Board and advises and supervises the Management Board on the management of the Company. Frank discussions take place between the Management Board and Supervisory Board, which both parties ensure remain confidential. The Supervisory Board, in particular the Supervisory Board Chair, are in regular contact with the Management Board. The Management Board reported to the Supervisory Board in numerous conference calls, which were arranged as needed, and provided ongoing written and oral reports and information in the form of detailed analysis of the Company’s operating business and other topics such as strategy, planning, risk management and compliance management systems.

In line with recommendation D.7 of the Code, the Supervisory Board met regularly for the scheduled Supervisory Board meetings without the Management Board.

More information about the Supervisory Board can be found in the Declaration of Corporate Management as well as in the Supervisory Board Report. Please find the respective documents for Download below.

The articles of association provide for Supervisory Board resolutions to be adopted in meetings as a rule. However, meetings may be held and resolutions adopted in writing, by phone, or by means of electronic or other communications technologies, if the Supervisory Board Chair so decides in any specific case. The articles of association also stipulate that the Supervisory Board is quorate when more than half its members take part in the resolution in person or by voting in writing or any other permissible form. Otherwise, the Supervisory Board is to be convened again, with a period of two weeks between the date of the invitation and the meeting. The Supervisory Board is then quorate when at least three members take part in the resolution. Absent members can take part in the Supervisory Board resolution by casting their vote in writing. Supervisory Board resolutions are passed by a simple majority of votes cast. The Supervisory Board has also adopted Rules of Procedure (see www.evotec.com; heading IR & ESG).

It is ensured that every Supervisory Board member has sufficient time for the exercise of their duties. None of the Supervisory Board members has a seat on more than five supervisory boards of publicly listed entities outside the Group. Equally, none of the Supervisory Board members with a seat on the management board of a publicly listed entity holds more than two supervisory board seats on publicly listed entities within the Group or has comparable functions, nor chairs the supervisory board of any publicly listed entity outside the Group.

The Supervisory Board was not aware of any conflicts of interests affecting its members in 2022.

The Supervisory Board has its own internal rules of procedure. Please find the Rules of Procedure of the Supervisory Board for download here.

An important part of the Supervisory Board work takes place in committees. In accordance with the requirements of the German Stock Corporation Act (AktG) and the recommendations of the Code, the Supervisory Board of Evotec SE has formed an Audit and Compliance Committee, a Remuneration and Nomination Committee, and for the first time in 2022 an ESG Committee. The committees are staffed in accordance with the Code.

The three-member Audit and Compliance Committee supports the Supervisory Board with its independent supervision of financial reporting and its audit as well as non-financial reporting. The Audit and Compliance Committee particularly reviews the financial reporting processes, the effectiveness of the internal control system and the audit of the financial statements. This includes discussing with the Management Board the interim and half-year reports and the risk management and compliance management systems, including IT and cyber security. The Audit and Compliance Committee also reviews any transactions with related parties. In addition, the Audit and Compliance Committee discusses with the appointed auditors the individual audit stages and procedures in the context of the audit engagement assigned by the Supervisory Board, including the independence and quality of the auditors, any additional services provided by the auditors, the appointment of the auditors, the definition of the focal points of the audit, the fee agreement and compliance topics. In the context of preparing and carrying out the audit the Audit and Compliance Committee communicates regularly with the auditors without the involvement of the Management Board.

Please find the Audit & Compliance Committee’s charter for download here.

The Remuneration and Nomination Committee is primarily responsible for preparing the appointment of Management Board members and preparing the remuneration system for the Management Board, including the Share Performance Plan. Resolutions on these topics are taken by the full Supervisory Board.

Please find the charter of the Remuneration and Nomination Committee for download here.

In view of the increasing importance of environmental, social and governance (ESG) aspects, the Supervisory Board formed an ESG Committee in 2022. It is made up of three Supervisory Board members, who are supported by the CEO, the Global Head of HR and the Head of Global Investor Relations & ESG. Alongside the Management Board the ESG Committee defines on an ongoing basis which priorities Evotec sets in terms of environmental, social and governance policy, and advises on and monitors their implementation.

Please find the charter of the ESG Committee for download here.

Download the Remuneration Report 2023 of Evotec SE here.

Notification about Directors’ Dealings under article 19 European Market Abuse Regulation (MAR)

• Information about the transaction with duty of notification
• Description of the financial instrument: Share
• ISIN of the financial instrument: DE0005664809

To incentivise executives via variable long-term incentive compensation, the 2012, 2015 and 2017 Annual General Meetings approved the contingent capital necessary to support the so-called Share Performance Plans (SPP 2012, SPP 2015 and SPP 2017). SPP 2017 is replacing SPP 2012 and SPP 2015. However, this does not affect subscription rights issued before 14 June 2017.

The concrete design of the Share Performance Plans 2012, 2015 and 2017 lean on the concept of a share performance programme. They are characterised by the fact that participating executives are entitled to a variable remuneration in shares, when attaining a demanding target. In contrast to a common stock option programme, when attaining a target, shares are not issued in an amount that at least corresponds to the market rate of the company stock at the time of granting the subscription rights, but at the respectively lowest issue amount of currently € 1.00. The essential reason for this lies in the fact that in a Share Performance Programme, the value of the respective stock takes the place of cash compensation, so that stocks ideally should be issued without counter performance. A special economic advantage, compared to a common stock option programme, does not result for the participants as at the time the subscription rights are granted, and therefore at the outset, it is taken into consideration that the participants receive the total value of the shares (minus the respectively lowest issue amount of currently € 1.00), and not only, as in regular stock option plans, the difference between the market rate when granting subscription rights and the market rate at issue of the shares. The determination of an issue amount of currently € 1.00 is imperative from a corporate law perspective, as the issue of new shares under the respective pro-rata amount of the share capital is not permitted.

Under these plans, Share Performance Awards may be granted to a level that may result in in a total of up to 13,000,000 (4,000,000 for SPP 2012, 3,000,000 for SPP 2015 and 6,000,000 for SPP 2017) bearer shares of the Company being issued at maturity to members of the Management Board and other key employees. During the fourth quarter of 2016, a total of 793,903 SPAs (2015: 796,617 awards) were granted to the Management Board and key employees. These awards could result in a maximum of 1,587,806 bearer shares (2015: 1,593,234) being issued at maturity. This is because each Share Performance Award grants up to two subscription rights to Company shares, each of which in turn entitle the holder to the subscription of one Company share. Previous awards can be found the respective annual financial reports. The holder has to contribute € 1.00 per share at the date of issue. Share Performance Awards can only be exercised, if, when and to the extent that key performance indicators are achieved. Key performance indicators of SPP 2012 and 2015 are “Group Revenues”, “Operating Income Before Impairments”, “Net Cash Generated by Operating Activities” and “Share Price” upon which the Supervisory Board had to determine at least two per grant and define their weighting. SPP 2015 also includes the key performance indicator of “Total Shareholder Return”. Equally weighted key performance indicators of SPP 2017 are only “Share Price” and “Total Shareholder Return”.

Key parameters of the Company’s Share Performance Plan 2017 are depicted in the graphic below.

SPP 2012, SPP 2015 and SPP 2017 were implemented to replace the stock option program as the Company’s long-term incentive compensation scheme for executives. Stock options issued in existing stock option schemes I to VII remain valid.

Detailed information duration of the Company’s previous stock option programs and exercising of options can be found here.