Evotec SE — Investor Presentation 2017

Jul 31, 2017

Evotec to acquire Aptuit Expanding leadership in external innovation

Evotec AG, Investor and Analyst call, 31 July 2017

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 from the management team

Investors call on acquisition of Aptuit

Agenda

Strategic rationale and transaction overview

Introduction to Aptuit and combined business

Financials

Next steps

Vision to lead services for external innovation and build co-owned pipeline

Our strategic agenda

Building highest quality integrated external innovation platform

Constant upgrade and improvement of technologies

	Compound Focus
2010 TI/TV platform in diabetes/	2011 Comprehensive compound/library	2011 Versatile proteomics platform, compound	2012 Rapid Fire/ MS screening	2013 Access to patient derived iPS cell lines
metabolic disease management profiling, biomarkers Target ID/ Compound Assay Lead Screening Pre-clinical validation management development optimisation
		Evotec (France)
2013 Customised cell based assays and cell lines	2014 Validated portfolio of assays and disease models	2015 Comprehensive com pound/library man agement capabilities	2016 In vitro ADME-PK services	2017 INDiGO® (IND en abling), drug discovery and high-end CMC1)

Compelling transaction rationale for acquisition

Overview – Acquisition of Aptuit

Capabilities, Capacities & Customers	 Unique cost and time efficient approach for translation of PDCs into clinic (INDiGO®)  Best-in-class, integrated capabilities offer end-to-end solutions across drug discovery, pre-clinical and high-end CMC (Chemistry, Manufacturing & Control)  Discovery expertise in complementary fields and therapeutic areas with highly experienced and respected teams  World-leading CMC to serve especially high-end niche markets  Complementary customer base to Evotec with high degree of repeat business  Demonstrated value with successes in development, cost and time savings  Approx. 750 employees, mainly scientists, with >30% PhDs
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Fast execution and immediate value generation

Overview – Acquisition of Aptuit

Global centres of excellence for external innovation

Evotec's global footprint post integration

Princeton, Watertown, Branford (USA)	Abingdon/ Alderley Park (UK)	Toulouse (France)	Verona (Italy), Basel (CH)	Hamburg (HQ), Göttingen, Munich (Germany)
~110 employees	~570 employees	~300 employees	~590 employees	~430 employees
 Compound ID, selection and acquisition  Compound QC, storage and distribution  Cell & protein production  ADME-Tox, DMPK	 Medicinal chemistry  ADME-Tox, DMPK  Structural biology  In vitro & in vivo anti infective platform/ screening  Process development  CMC and Commercial manufacture  Pre-formulation	 Compound management  Hit identification  In vitro & in vivo oncology  Medicinal chemistry  ADME & PK  Cell, protein & antibody production	 Hit identification  In vitro & in vivo biology  Medicinal Chemistry  Biomarker discovery and validation INDiGO®   CMC	 Hit identification  In vitro & in vivo biology  Chemical proteomics & Biomarker discovery and validation  Cell & protein production  Antibody discovery

Scientists at work for new products

Aptuit overview

Agenda

Strategic rationale and transaction overview

Introduction to Aptuit and combined business

Financials

Next steps

World-class in drug discovery and development

Aptuit overview (www.aptuit.com)

• Most comprehensive set of integrated early discovery to mid-phase drug development services in biotech and Pharma
• Unique mix of services including integrated drug discovery
• IND enabling studies and support (INDiGO®)
• Drug discovery platform with extended CNS, respiratory expertise High-end CMC (Chemistry, Manufacturing & Control)
• Above-industry revenue growth and high RfP1) win rates
• Based in Verona, Italy; Basel, CH and Oxford, UK (next door to Evotec's Oxford facilities)
• About 750 employees working with more than 400 leading biotech and Pharma companies
• Highly accretive to Evotec's revenue growth with strong margins and solid cash generation
• Founded 2004 with initial funding from Welsh Carson Anderson & Stowe (US PE Firm)

Market dynamic supports extending value chain

Growing outsourcing market potential

in \$ bn

Currently available outsourced market

Integrated offering improves efficiency

Adding world-class drug discovery, INDiGO® and high-end CMC

A "one-stop-shop" for external innovation

Extension of Evotec's value chain

Market leading solution for effective IND enabling

Benefits of INDiGO® process

• INDiGO® is a unique workflow process, accelerating early drug candidates into the clinic
• INDiGO® removes white space across the service continuum which results in efficiencies
• INDiGO® is implemented by highly experienced project teams

• 30 INDiGO® projects to date

Strong support to create even higher value offerings

Synergies for EVT Innovate & EVT Execute

Complementary customer base offers cross-selling opportunities

Customer synergies with EVT Execute & EVT Innovate

• Highly complementary client bases, with limited overlap of customers
• Low customer/project concentration within Aptuit (no single project with >3% of sales)
• Significant cross-selling opportunities
• Ability to offer existing Evotec partners pre-clinical and development services
• Aptuit's customers will benefit from EVT focus on innovation in drug discovery
• Transaction adds complementary high-quality capacity in early-stage drug development

All Evotec offerings benefit, especially from INDiGO®

Significant operational benefits from acquisition

EVT Execute

"Expansion along logical next steps of outsourcing value chain"

EVT Innovate

"Scale and leverage for high risk – high reward biotech business"

EVT Execute

• Leading integrated offering in industry "under one roof" and "within one network"
• Unique INDiGO® increases efficiency for partners, high-end CMC allows fully integrated process
• Revenue accretive and strong EBITDA as well as strong cash generation

EVT Innovate

• Platform accelerates and de-risks clinical asset progress and supports EVT Innovate with INDiGO®
• DD capacity expedites larger cooperation projects and adds new fields of expertise
• Broader financial and operating leverage for EVT Innovate expansion

Agenda

Strategic rationale and transaction overview

Introduction of Aptuit and combined business

Financials

Next steps

Accretive revenue growth and solid margin profile

Aptuit – Revenues and EBITDA1)

Significant headroom to fund future operations post-acquisition

Transaction financing

in € m

Debt financing on consolidated balance sheet (Rev > € 300 m, Assets > € 500 m) is available at excellent terms

• € 187 m liquidity and € 20 m credit line available to Evotec immediately
• € 140 m available to contribute to transaction financing trough debt financing
• Approx. € 85 m liquidity will be kept as cash reserve for operations

Agenda

Strategic rationale and transaction overview

Introduction of Aptuit and combined business

Financials

Next steps

Transaction to be effective latest by Q3 2017

Summary of acquisition

1	Financial	 Purchase of all of Aptuit shares with payment in cash
2	Transaction	 The transaction is subject to customary closing conditions, including receipt of all regulatory approvals and is expected to close in Q3 2017
3	Next Steps	 Further market communication on closing  Update on guidance after closing  Transition and smooth integration together with Aptuit both operationally and commercially