Evotec SE — Investor Presentation 2016

Oct 26, 2016

Leadership in drug discovery Proposed acquisition of Cyprotex

Evotec AG, Investor and Analyst call, 26 October 2016

Forward-looking statements

Information set forth in this presentation contains forward-looking statements, which involve a number of risks and uncertainties. The forward-looking statements contained herein represent the judgement of Evotec as of the date of this presentation. Such forward-looking statements are neither promises nor guarantees, but are subject to a variety of risks and uncertainties, many of which are beyond our control, and which could cause actual results to differ materially from those contemplated in these forward-looking statements. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any such statements to reflect any change in our expectations or any change in events, conditions or circumstances on which any such statement is based.

Welcome

The Management Team

Agenda

Executive summary

Leadership in drug discovery

Summary & next steps

Offer expected to close before end of 2016

Summary and rationale of acquisition of Cyprotex

• World leader in pre-clinical ADME-Tox and DMPK testing*
• 136 employees operating from 4 sites in the UK and USA
• H1 2016 revenues of GBP 8.73 m (€ 9.78 m**); underlying EBITDA of GBP 2.34 m (€ 2.62 m**)
• Listed on UK AIM market
• Strong addition to Evotec's drug discovery platform
• Strengthens EVT Execute stand-alone capabilities
• Early screening and predictive ADME accelerates early decision making in integrated drug discovery projects
• Offer: Issued share capital and funding of all existing debt of Cyprotex PLC for approx. GBP 55.36 m (€ 62.0 m**) paid in cash
• Offer of 1.60 GBP/share represents a 9.4% premium to VWAP of past 30 trading days

• 50% Cyprotex shareholder irrevocables in place; intention to implement and secure transaction by a scheme of arrangement

• Full financial commitment for acquisition covered through Evotec's cash on balance sheet
• Acquisition adds high-quality revenue and accretive EBITDA
• If accepted by >75% of shareholders, deal should close by end of 2016

Agenda

Executive summary

Leadership in drug discovery

Summary & next steps

Best-in-class discovery services & co-owning drugs

Evotec's strategy overview

Leading the macro trend of R&D productivity

Market dynamics in drug discovery

Cyprotex is right in our "Sweet spot"

Generating the Pre-clinical Development Candidate (PDC)

Constant upgrade and improvement of technologies

Acquisitions and consolidation to build integrated drug discovery platforms

2010 TI/TV platform in diabetes/metabolic disease	Focus 2011	Compound Comprehensive compound/library management	2012 Rapid Fire/MS screening		2011 Versatile proteomics platform, compound profiling, biomarkers		2013 Access to patient derived iPS cell lines
Target ID/ validation		Compound management	Assay development		Screening		Lead optimisation
				Evotec (France)
2013 Customised cell-based assays and cell lines		2014 Validated portfolio of as says and disease models		2015 Comprehensive compound/library management capabilities		2016 In vitro ADME-PK services

Expanding leadership in drug discovery with acquisition of strategic niche player

Strategic rationale

1	Adding the most comprehensive pre-clinical ADME-Tox full service and know-how to strengthen Evotec's drug discovery platform portfolio
2	Dovetails with Evotec's strategic compound profiling activities and strengthens integrated drug discovery competence for our partners
3	Addresses market's increasing requirement to screen drug liabilities at an early stage
4	Strong revenue and EBITDA growth and good bottom-line contribution

Industry leader in pre-clinical ADME-Tox

Cyprotex summary

• Founded 1999, Cyprotex, publicly listed on AIM
• Unique portfolio and high-margin services:
• In vitro ADME-PK
• In vitro Toxicology
• In silico PK
• Biosciences (efficacy in cell-based assays)
• Based in Macclesfield and Alderley Park (UK) Watertown and Kalamazoo (USA)
• About 136 employees
• Worked with more than 1,500 partners/customers
• Strong financial performance: Revenues 2015: GBP 15.61 m (€ 17.48 m*); underlying EBITDA GBP 3.40 m (€ 3.81 m*)
• H1 2016 Revenues: GBP 8.73 m (€ 9.78 m*); underlying EBITDA GBP 2.34 m (€ 2.62 m*)

11

Highly experienced team with best-in-class technology

Cyprotex – Differentiating factors

Strong overlap in client base

Cyprotex – Client Base

Building No 1 position in drug discovery outsourcing

EVT Execute & Cyprotex

Comprehensive suite of high-throughput ADME assays

Proprietary toxicology and in silico PK offerings

Stand-alone and integrated drug discovery support

Growth and financial performance reflect outsourcing trend

Summary – Cyprotex financials

• General increase in market outsourcing
• Continued strong business in HT ADME in EU
• Increasing customer buildup in USA through Watertown site
• Market access to 3D cellular tox models
• Roll-out of GLP genotoxicity services from Kalamazoo

GBP m	2013	2014	2015	H1 2016
Revenue	9.8	11.6	15.6	8.7 (€ 9.8*)
Growth	–	18.4%	34.9%	26.0%
Underlying EBITDA	1.5	0.6	3.4	2.3 (€ 2.6*)
Growth %	–	(60%)	457%	113%
Clients Served	370	479	585	620
Growth %	–	30%	22%	6%

Agenda

Executive summary

Leadership in drug discovery

Summary & next steps

Transaction to be effective by year-end 2016

Summary of proposed acquisition

1	Financial	 Cash purchase of all issued and to be issued shares and the funding of all existing company debt; approx. GBP 55.36 m (€ 62.0 m*)  >50% shares already secured with irrevocables  Financial commitment covered completely through Evotec's balance sheet
2	Transaction Process	 Acquisition of all outstanding Cyprotex shares and debts  The proposed acquisition will be implemented by a scheme of arrangement  Regulated by the City Code of Takeovers and Mergers  Expected to close before year-end 2016
3	Next Steps	 Complete regulated process  Further market communication on closing  Integration into Evotec both operationally and commercially  De-listing from AIM subsequent to completed transaction