Evotec SE — Governance Information 2009

Dec 12, 2009

Declaration on the German Corporate Governance Code for the Year 2009

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

Evotec AG has complied in 2009 with the recommendations of the Governmental Commission on the German Corporate Governance Code (the "Code") as published in the official section of the electronic Federal Gazette and intends to comply in the future with the recommendations of the Code, with the following exceptions:

• The stock option programmes 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 relevant comparison parameters as recommended in Section 4.2.3 of the Code. This decision is based on the lack relevant comparison benchmarks in the field of German Biotech when the stock option programmes were created.
• The Company's D&O insurance includes a reasonable deductible for members of the Management Board and for members of the Supervisory Board as foreseen by the version of the Code in force before the new version was published on 5 August 2009. For members of the Management Board the deductible will be aligned with Section 3.8 of the Code in due time in accordance with the regulations of the recent Act on the Appropriateness of Management Board Compensation (VorstAG). For members of the Supervisory Board, the Company decided to stay with the current reasonable deductible and to decide at a later point in time about a possible increase as recommended by Section 3.8 of the Code when further information is gathered and the Company has a broader understanding of the corporate practice.
• The Chairman of the Supervisory Board is a member of the committee which handles contracts with members of the Management Board (Remuneration and Nomination Committee), but not the Chairman of this committee as recommended by Section 5.2 of the Code. This enables to have a further Supervisory Board member involved more deeply in the governance of the Company.

December 2009

Management Board Supervisory Board