Evotec SE — Governance Information 2011

Dec 26, 2011

Declaration on the German Corporate Governance Code for the Year 2011

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

Evotec AG has complied in 2011 with the recommendations of the Govern-mental 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 programs in place are based on binding resolutions of several Annual General Meetings. While the exercise of options under these programs 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 of relevant comparison benchmarks in the field of German Biotech at the time when the stock option programs were created.
• The Company's D&O insurance and the deductible for members of the Management Board contained therein are in line with Section 3.8 of the Code and with the regulations of the Act on the Appropriateness of Management Board Compensation (VorstAG). For members of the Supervisory Board, the D&O insurance contains a reasonable deductible as foreseen by the version of the Code in force before its version published on August 5, 2009. The Company has decided to stick to this reasonable deductible for the time being. This decision was made in view of the Company's interest to attract international expertise for its Supervisory Board and the fact that a deductible for nonexecutive directors is not very common in international practice. While almost half of the German companies quoted on the TecDax do not have a respective deductible at all, the company believes that a reasonable deductible is a good compromise.
• 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 he does not chair said committee as recommended by Section 5.2 of the Code. This allows to have a further Supervisory Board member involved more deeply in the governance of the Company.

December 2011

Management Board Supervisory Board"