Evotec SE — Governance Information 2021

Dec 1, 2021

Declaration of Compliance with the German Corporate Governance Code for the year 2021

The German Corporate Governance Code in its current version as of 16 December 2019 (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 2021, 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 2021 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 exceptions:

1. Pursuant to Section G of the Code, the monetary remuneration of the Management Board members comprises fixed and variable components. Variable remuneration components consist of a one-year variable remuneration determined by a bonus scheme and a long-term so-called Share Performance Plan scheme approved by the Annual General Meetings 2012, 2015 and 2017. The Share Performance Plans have a multiple-year assessment basis that has essentially forward-looking characteristics, whereas the bonus scheme is based on the achievement of certain strategic targets set by the Supervisory Board for a certain financial year.

The Share Performance Plans comply with the recommendations set forth in Section G of the Code. In particular, they refer to specific key performance indicators and define a "Maximum Target" and has introduced such a cap with a maximum level of 350% of the contractual issue value and therefore complies in all respects with the Code.

2. Notwithstanding Section C.5 of the Code, Prof. Dr. med. Löw-Friedrich, Chief Medical Officer of UCB SA and Chaiperson 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 2021

Management Board Supervisory Board