Evotec SE — Remuneration Information 2024

Jun 1, 2024

Remuneration report 2023 for Evotec SE

The following remuneration report presents and explains the remuneration awarded and owed to the individual present and former members of the Management Board and Supervisory Board of Evotec SE (hereafter also known as "Company") in the financial year 2021. The remuneration report meets the requirements of Sec. 162 AktG. This remuneration report will be presented for approval at the ordinary Annual General Meeting on 10 June 2024.

A. Resolution approving a remuneration system for the Executive Board and the Supervisory Board members

The structure of remuneration and the amounts paid to the Management Board members are defined and regularly reviewed by the Supervisory Board. The review follows the recommendations of the German Corporate Governance Code as amended on 28 April 2022 ("GCGC") and meets the requirements of Section 87 AktG.

The Company's Supervisory Board, with the support of the Remuneration and Nomination Committee, presented a remuneration system for the members of the Company's Management Board (the "Remuneration system 2022") to the Annual General Meeting on 22 June 2022 for approval. The Annual General Meeting 2022 approved the Remuneration system 2022 by a majority of 94.48% of votes cast. The Remuneration system 2022 can be viewed on the website of Evotec SE at https://www.evotec.com/en/sustainability/governance.

The Remuneration system 2022 applies to all the members of the Company's Management Board whose contract was signed or renewed after the Remuneration system 2022 came into effect at the Annual General Meeting 2022. As of December 31, 2023, this was Dr Cord Dohrmann and Laetitia Rouxel (see B. below). The contracts with Dr Craig Johnstone and Dr Matthias Evers were signed in January 2022 and May 2022, so before the new remuneration came into effect, and run until December 2026 (COO) and April 2025 (CBO). The contract with Dr Werner Lanthaler ran from March 2021 until its early termination in January 2024. Since the contracts signed before the new remuneration system 2022 took effect still included the award of discretionary restricted shares at the start of the contract, the Supervisory Board decided not to renew these contracts early, but rather to wait until they expire and then structure any followon contracts in accordance with the new remuneration system.

The Company's Annual General Meeting on 15 June 2021 confirmed the remuneration of the Supervisory Board members last amended by resolution of the Annual General Meeting 2019 with a majority of 97.83% and adopted a corresponding remuneration system for the Supervisory Board members.

B. Changes in the Management Board and Supervisory Board

The contract with Enno Spillner as Chief Financial Officer expired with effect from 31 March 2023. Laetitia Rouxel was appointed as the new Chief Financial Officer for three years with effect from 1 April 2023.

There were no changes in the Supervisory Board in 2023.

C. Remuneration system for Management Board members of Evotec SE

I. Overview of the changes to the remuneration system in 2023

After in-depth discussions with shareholders the Supervisory Board decided to present a reviewed and revised remuneration system for approval at the Annual General Meeting 2022, which was approved by 94.48% of votes cast. No changes were made to this remuneration system in 2023.

The remuneration report for 2022 was approved by the Annual General Meeting 2023 with a good 72% of votes cast. This represents a significant increase in approval compared with the remuneration report for 2021, which was only approved by 53% of the votes cast at the Annual General Meeting 2022. In this context it should be remembered that the remuneration report for 2022 described a financial year in which the old remuneration system applied for half the time, and so still permitted and reported restricted share awards to be made to the COO and CBO in the first half of the year. Financial year 2023 was governed solely by the reviewed and revised remuneration system, which was approved by the Annual General Meeting 2022 with 94.48% of the votes cast. The changes made were presented in detail in the remuneration report 2022.

II. Overview of main remuneration components

The remuneration of Management Board members is made up of a fixed basic salary, a shortterm annual bonus, and the long-term, multi-year remuneration. Other components of the remuneration system are ancillary benefits, including pension contributions, and the payment of travel expenses. Additional remuneration components may also be paid in individual cases in connection with the beginning and end of work as a Management Board member. Any expenses incurred are counted towards the maximum remuneration.

A strong focus on the growth targets for the Evotec Group – consisting of Evotec SE and its affiliated companies – in the short-term variable remuneration (bonus) and a clear alignment of long-term variable remuneration with the share performance (Share Performance Awards) are intended to encourage sustainable increases in enterprise value and avoid external and internal disincentives. In particular the aim is to prevent the Management Board from making decisions that do not promise any sustainable commercial success in order to optimise their remuneration in the short term.

The amount of Management Board remuneration depends in particular on the responsibilities of the respective Management Board members, their individual and collective performance and the economic, financial, strategic and sustainability performance of the Evotec Group. It is intended to incentivise sustainable, long-term corporate governance and align the interests of the Management Board members with those of Company shareholders.

The remuneration of the Management Board members meets the requirements of the German Stock Corporation Act and the German Corporate Governance Code in effect at the time the respective employment contracts were signed (unless any exception is mentioned). In January 2024 the Management Board and Supervisory Board of Evotec SE updated the Declaration of Compliance pursuant to Art. 9 (1) c) ii) SE Regulation in conjunction with Section 161 German Stock Corporation Act (AktG) on the recommendations of the German Corporate Governance Code and made the following additions:

"Notwithstanding the recommendations G.6 and G.10, Dr Mario Polywka receives no long-term, share-based variable remuneration under the remuneration system for the Management Board for his temporary work as interim CEO from January 2024. Since he is only a member and Chair of the Management Board on an interim basis for up to one year, the Supervisory Board of Evotec SE does not believe that it reflects his interests and those of the Company to award him longterm variable remuneration whose measurement period would go well beyond his term of office on the Management Board, and therefore beyond the time for which he is able to influence the achievement of the performance targets. The spirit of the German Stock Corporation Act and the German Corporate Governance Code is also intended to prevent the incentives set by longterm share-based remuneration for provisional work on the Management Board from remaining in effect once the person has returned to the Supervisory Board, possibly giving rise to doubts about the independent exercise of its control function as a result. It is already in Dr Mario Polywka's interest to promote the Company's long-term welfare and to ensure its sustainable long-term performance, because after completing his interim work on the Management Board he will return to the Supervisory Board, and so requires no further incentives to do so. Once Dr Mario Polywka has finished his provisional work on the Management Board, the remuneration of the Management Board will once again comply fully with the recommendations of the Code."

The Supervisory Board, with the support of its Remuneration and Nomination Committee, regularly appoints an external expert, currently WillisTowersWatson (WTW), to assess whether the scope of Management Board remuneration is appropriate and in line with market standards. To determine if the Management Board's remuneration is appropriate in a vertical comparison, i.e. within Evotec SE, the Supervisory Board looked particularly at changes in the remuneration of senior managers and the workforce overall, also over time. WTW examined the new remuneration and confirmed that it met market standards in terms of a horizontal and vertical comparison. The Supervisory Board monitors the level of Management Board remuneration at similar companies. The peer group1 used for the last comparison in 2021 comprised German and international biotech and pharmaceutical companies of a similar size and complexity in order to reflect Evotec's global presence and potential markets for recruiting Management Board members. In future the benchmark used for the market comparison should be based on a peer group of German companies of a similar size and an additional peer group of international companies of similar size in a similar sector. The peer group from 2021 still applies to the financial year 2023. The current peer group is also disclosed prospectively in the respective remuneration report.

III. Non-performance-related fixed remuneration components

Basic salary

The Management Board members receive a contractually agreed fixed basic salary that is paid in twelve monthly instalments at the end of each month with the statutory payroll deductions. Basic salary is paid pro rata temporis if the Management Board member joins or leaves in the course of the year.

The Evotec Group has achieved impressive growth in the past five years: the number of employees rose from around 2,200 at the start of 2018 to rather more than 5,000 at the end of 2023, and the market capitalisation increased over the same period from nearly €2 billion to

¹ Abcam, Bachem, Biotest, Carl Zeiss Meditec, Charles River, Clinigen, Galapagos, Genmab, Ligand, MorphoSys, QIAGEN, Siegfried Pharma, Stallergenes, Sartorius, Tecan and MedPace.

sometimes more than €5 billion. The parent, Evotec SE, was included in the MDAX in September 2018 and has been listed on NASDAQ since November 2021. The resulting remuneration level is below the median for the peer group. The basic salary was not changed in 2023.

The following table shows the annual basic salary for the Executive Board members in financial year 2023:

Executive Board member	Function	Basic salary 2023 (in € k)	Basic salary 2022 (in € k)1
Dr. Werner Lanthaler	CEO	600	600
Dr. Cord Dohrmann	CSO	450	417
Dr. Matthias Evers	CBO	400	267
Dr. Craig Johnstone	COO	400	400
Laetitia Rouxel	CFO	338	-
Enno Spillner	CFO	80	320

¹ The basic annual salary for Dr Cord Dohrmann was increased by € 50,000 to € 450,000 with effect from September 1, 2022. This means his average fixed basic salary for financial year 2022 was € 417,000.

Ancillary benefits

In addition to their fixed basic salary the Management Board members receive individual ancillary benefits, such as pension contributions and school fees for their own children, travel expenses, health and accident insurance, and the monetary value of their private use of a company car or a private car allowance. Furthermore, the Supervisory Board may at its professional discretion and having determined a significant additional need, refund the expenses for extraordinary ancillary benefits (e.g. security measures) on a temporary basis. Management Board members may also receive one-off benefits, when they join the Company, for example. The following table shows the ancillary benefits for each Executive Board member.

Executive Board member	Function	Retirement pension contributions (in € k)	Car allowance (in € k)	Travel expense allowance (in € k)	Other (in € k)1,2
Dr. Werner Lanthaler	CEO	60	15	60	6
Dr. Cord Dohrmann	CSO	35	15	-	6
Dr. Matthias Evers	CBO	35	15	-	4
Dr. Craig Johnstone	COO	27	15	-	-
Laetitia Rouxel	CFO (since April 2023)	26	-	45	300
Enno Spillner	CFO (until March 2023)	6	4	6	6

¹ Other ancillary benefit comprise various insurance policies for Executive Board members based in Germany.

² € 300,000 signs on bonus for Laetitia Rouxel.

IV. Performance-related variable remuneration components

In line with the principles mentioned above, the Management Board remuneration is linked to Company performance and sustainable Company growth. Under the Remuneration system 2021 that applied until the Annual General Meeting 2022, the Management Board remuneration comprised both short-term, annual remuneration ("bonus") and long-term remuneration components (Share Performance Plan 2017 and Restricted Share Plan 2020), which were approved by the Annual General Meetings in 2017 and 2020. Payments for these components depend on achieving defined financial targets. If the targets are not achieved the payment of performance-based components may be reduced to zero. If the targets are significantly

outperformed, however, the amount of the payment is capped. When the new Remuneration system 2022 took effect, the link to Company performance and sustainable Company growth described above was maintained, but the Restricted Share Plan 2020 is no longer part of the long-term remuneration component. The Share Performance Plan 2017 was replaced by the Share Performance Plan 2022, under which Share Performance Awards were made for the first time in financial year 2023. The bonus policy was also modified This policy applies as of 1 September 2022 to the renewed contract with Dr Cord Dohrmann and to Laetitia Rouxel since her appointment as of 1 April 2023.

Short-term, one-year remuneration (bonus)

The Management Board members receive a short-term, one-year remuneration (bonus) that rewards the operational implementation of the Evotec Group strategy in the financial year as the foundation for the Company's positive long-term development. The bonus depends on the achievement of specific financial and non-financial targets set for each financial year by the Remuneration and Nomination Committee of the Supervisory Board and then approved by the Supervisory Board. The bonus is paid pro rata temporis if the Management Board member joins in the course of the year.

A target amount is set for each Management Board member, which defines the amount of the bonus payment if the target achievement is 100%. In the remuneration system 2021 that currently still applies to Dr Johnstone and Dr Evers, the target amount for the one-year variable remuneration for the CEO is set at 100% of annual basic salary (2022: 100%) and for all other Management Board members at 70% of the annual basic salary (2022: 70%). When Dr Lanthaler left as CEO in early January 2024 it was agreed that no bonus would be paid for 2023.

By eliminating the Restricted Share Plan 2020 and redistributing part of it to the bonus it was possible to change the target amount in the Remuneration system 2022 without increasing the total target remuneration. The target amount for the bonus that the CEO receives if he achieves exactly 100% of the annual bonus targets corresponds to around 70% of basic salary for the direct payment portion of the bonus and to around 105% for the deferred portion. The corresponding figures for the ordinary members of the Management Board are around 43% of basic salary for the direct payment portion of the bonus and around 65% for the deferred portion, which represents a ratio of 40:60 between the direct payment and the deferred portion of the bonus. The target amount of 107.5% applies to Dr Dohrmann and Laetitia Rouxel as of 1 September 2022. The deferred portion of the bonus is invested in Evotec shares, which the Management Board members buy via a service provider and have to hold for at least three years. Evotec provides the total applicable amount for all Management Board members and sets the timeframe within which the service provider must make the purchases on behalf of the Management Board members. The service provider then makes the purchases and transfers the shares purchased to the securities accounts of the Management Board members at a uniform average price with a corresponding lock-up period.

At the beginning of the following financial year the Supervisory Board measures the achievement of the targets and determines the amount of the annual bonus.

Bonuses are agreed with Management Board members in their individual employment contracts. When the Management Board remuneration system was revised a maximum bonus payment of up to 150% of the target amount was made possible for the bonus plan. This cap has applied to the bonuses of all Management Board members since 2023.

For financial year 2022 the Supervisory Board defined the following performance criteria and their weighting for all Management Board members:

2022 targets	Weighting
Expand base business	50 %
Total revenue growth >710m€	20 %
Exceed stable Adjusted EBITDA >110m€	20 %
Maintain operating Cashflow >35m€	10 %
Develop EVORoyalty, EVOEquity and accelerate technology pool for precision medicine	25 %
Build new joint alliances using the components of Action Plan 2025 (e.g., IPSC, PanOmics & PanHunter, ) (>€300 million technical value and >€30 million upfronts))	10 %
Accelerate commercial strategy of Just-Evotec Biologics (update MPR, strategy beyond J.POD 2)	10 %
Implement a long-term operational venturing strategy / spin-off strategy	5%
ESG: Develop people, the Company and Best of Governance Sustainability, Leadership and Entrepreneurship	25 %
Achieve the environmental target of 1.5C in line with Science Based Target initiative ("SBTi") (i.e., prepare to reduce carbon emissions by 20% by 2025). Define targets and a roadmap by December 2022-verified and approved by the SBTi.	5%
Investment of >10% of scientific footprint in areas addressed by UN SDG 3. Investments of >€10 million in women's health, intectious diseases, global health, and AMR.	5%
Build leadership qualities, learning opportunities and succession, while keeping the Company's fluctuation rate lower than in 2021 >75% of EVOgrade 7-12 consist of the respective EVOleaders programmes. Fluctuation rate of < 11% and growth of > 700 new employees	15 %

For financial year 2023 the Supervisory Board defined the following performance criteria and their weighting for all Management Board members:

2023 targets	Weighting
Expand basic business	50 %
Total revenue growth >€850 million	20 %
Exceed stable Adjusted EBITDA > € 120 million	20 %
Maintain operating cash flow > €50 million	10 %
Develop EVORoyalty, EVOEquity and accelerate technology pool for precision medicine	25 %
Build new joint alliances using the components of Action Plan 2025 (e.g., IPSC, PanOmics & PanHunter, ) (>€100 million technical value))	10 %
Just - Evotec Biologics path to profitability relative to AP 2025 (<€ 15 million loss in 2023)	10 %
Clarification of the global qualitative leadership position within end-to-end R&D (customer loyalty and sales quality)	5%
ESG: Develop people, the Company and Best of Governance Sustainability, Leadership and Entrepreneurship	25 %
Implementation of the SBTi initiative at all sites and investment of 1% of turnover to achieve the SBTi targets	5%
Conduct an employee survey by mid-2023. Define and communicate the resulting targets for 2024f.	5%
Assignment of sustainability champions at all sites to establish structures that promote sustainability and social goals, as well as sustainable site-specific projects	15 %

Adjusted EBITDA is calculated as described in the respective annual report.

The Supervisory Board defines a uniform percentage of target achievement for all the individual targets, which can be between 0% and 125%. The target achievement percentage is converted into a payment factor ("bonus payment factor") of between 0% and 150%. The bonus payment factor is multiplied by the target bonus amount for each individual target in order to determine the amount of the bonus payment for each individual target. Ultimately, the bonus amount can vary between zero and 150% of the target bonus amount (capped at 100% in total for the CFO).

The bonus payment amounts for the individual targets are added to determine the total bonus payment amount.

The following graph shows how the bonus payment factor works:

Bonus target achievement for 2022 was as follows:

	2022 targets	Result	Weighting	Achivement
Expand basic business			50 %
	Total revenue growth >€710 million	€748.3m vs. €710m	20 %	105 %
	Exceed stable Adjusted EBITDA >€110 million	€104.1m vs. €110m	20 %	95 %
	Maintain operating cash flow > €35 million	€203.1m vs. €35m	10 %	>125 %
Develop EVORoyalty. EVOEquity and accelerate technology pool for precision medicine			25 %
	Build new joint alliances using the components of Action Plan 2025 (e.g., iPSC, PanOmics & PanHunter, ) (>€300 million technical value and >€30 million upfronts))	Above €3bn (Targeted Protein Degradation "TPD" with BMS) vs. €300m	10 %	>125 %
	Accelerate commercial strategy of Just-Evotec Biologics (update MPR, strategy beyond J.POD 2)	Commercial strategy and business performance behind initial plan, especially due to delays, also related to COVID; strategy behind J.POD 2 not established yet.	10 %	50 %
	Implement a long-term operational venturing strategy / spin-off strategy	Strategy presented and aligned. Implementation due to market and leadership change altered.	5%	90 %
	ESG: Develop people, the Company and Best of Governance Sustainability, Leadership and Entrepreneurship		25 %
	Achieve the environmental target of 1.5C in line with SBTi (i.e., prepare to reduce carbon emissions by 20% by 2025) Define targets and a roadmap by December 2022 - verified and approved by the SBTi	Approved by the Supervisory Board in December 2022.	5%	100 %
	Investment of > 10% of scientific footprint in areas addressed by UN SDG 3 Investments of >€10 million in women's health, infectious diseases, global health, and AMR	Achieved on SDG3 and beyond, e.g.in Global Health ("GH"), infectious diseases (>15%).	5%	100 %
	Build leadership qualities, learning opportunities and succession, while keeping the Company's fluctuation rate lower than in 2021 >75% of EVOgrade 7-12 pass the respective EVOleaders programmes. Fluctuation rate of <11% and growth of >700 new employees	85% vs. 75% EVOlead 1,000 vs. 700 new staff 12.2% vs. < 11% fluctuation	15 %	85 %

Bonus target achievement for 2023 was as follows:

2023 targets	Result	Weighting	Achievement
Expand basic business		50 %
Total revenue growth >€850 million	€ 781.4 million	15 %	13.2 %
Exceed stable Adjusted EBITDA >€120 million	€ 66.4 million	30 %	50 %
Maintain operating cash flow > €50 million	€ 36.4 million	5 %	60 %
Develop EVORoyalty, EVOEquity and accelerate technology pool for precision medicine		30 %
Build new joint alliances using the components of Action Plan 2025 (e.g., iPSC, PanOmics & PanHunter, …) (>€100 million technical value)	>€ 100 million upfront from BMS Neuro Partnership and Sandoz plus significant milestones and royalty prospects	10 %	100 %
Just - Evotec Biologics path to profitability relative to AP 2025 (<€ 15 million loss in 2023)	Q4 2023 close to profitability, enables a forecast/budget 2024 that achieves profitability as planned	10 %	100 %
Clarification of the global qualitative leadership position within end-to-end R&D (customer loyalty and sales quality)	93 % customer retention rate	10 %	100 %
ESG: Develop people, the Company and Best of Governance Sustainability, Leadership and Entrepreneurship		20 %
Implementation of the SBTi initiative at all sites and investment of 1% of turnover to achieve the SBTi targets	SBTi implemented at all sites, including investment of 1% of sales to achieve SBTi targets	5 %	100 %
Conduct an employee survey by mid-2023. Define and communicate the resulting targets for 2024f	Employee survey conducted and results communicated.	10 %	100 %
Assignment of sustainability champions at all sites to establish structures that promote sustainability and social goals, as well as sustainable site-specific projects	Sustainability champions designated at each location.	5 %	100 %

Total target achievement for the 2022 bonus is as follows:

	Floor based on 0% target Target based on 100% target achievement achievement			Cap based on maximum target achievement1		(corresponds to total target achievement)	Bonus payment amount 2022
Executive Board Member	in k €	in % of basic salary	in k €	in % of basic salary	in k €	in % of basic salary	in %	in k €	in % of basic salary
Dr. Werner Lanthaler	-	0.0%	600	100.0%	900	150.0%	96.4%	578	96.4%
Dr. Cord Dohrmann	-	0.0%	348	83.5%	429	102.9%	96.4%	335	80.5%
Dr. Matthias Evers	-	0.0%	187	70.0%	280	105.0%	96.4%	180	67.5%
Dr. Craig Johnstone	-	0.0%	280	70.0%	420	105.0%	96.4%	270	67.5%
Enno Spillner	-	0.0%	224	70.0%	224	70.0%	96.4%	216	67.5%

¹ Based on the extension of the CSO's contract as at 1 September 2022, the annual target bonus was adjusted pro rata from 70% to 107.5% of the annual basic salary and the maximum payout amount was adjusted pro rata from 100% to 150% of the respective target bonus.

Total target achievement for the 2023 bonus is as follows: In view of the particular circumstances in the 2023 financial year, particularly the cyber-attack in April 2023, it was decided to set the total target achievement at just 50% for the whole company and so significantly below the actual target achievement.

2023
	Floor based on 0% target achievement		Target based on 100% target achievement 1		Cap based on maximum target achievement1		(corresponds to total target achievement)	Bonus payment amount 2023 2
Executive Board Member	in k €	in % of basic salary	in k €	in % of basic salary	in k €	in % of basic salary	in %	in k €	in % of basic salary
Dr. Werner Lanthaler	-	0.0%	600	100.0%	900	150.0%	0.0%	-	0.0%
Dr. Cord Dohrmann 1,2	-	0.0%	484	107.5%	726	120.9%	50.0%	242	53.8%
Dr. Matthias Evers	-	0.0%	280	70.0%	420	105.0%	50.0%	140	35.0%
Dr. Craig Johnstone	-	0.0%	280	70.0%	420	105.0%	50.0%	140	35.0%
Laetitia Rouxel	-	0.0%	363	107.5%	544	161.3%	50.0%	181	53.8%
Enno Spillner	-	0.0%	56	17.5%	56	70.0%	50.0%	28	35.0%

¹ Based on the extension of the CSO's contract as at 1 September 2022, the annual target bonus was adjusted pro rata from 70% to 107.5% of the annual basic salary and the maximum payout amount was adjusted pro rata from 100% to 150% of the respective target bonus.

² Based on the remuneration system approved by the 2022 Annual General Meeting, 60% of the bonus paid to Cord Dohrmann will be invested in shares, which must be held for at least three years.

Since the work for the annual bonus 2023 was completed in full in financial year 2023, it is attributed to the remuneration awarded and owed in 2023 within the meaning of Section 162 (1) sentence 2 no. 1 AktG, and so included in this remuneration report. To ensure the transparent, comprehensible presentation of remuneration awarded to Management Board members in a given financial year, the annual bonus for 2022 is also included in this remuneration report on a voluntary basis.

Long-term, multi-year variable remuneration

The Management Board members also receive long-term, multi-year remuneration in the form of their participation in various Company remuneration programmes that extend over several years. There are two different share-based programmes, with payments after a waiting period of four years. This incentivises the individual Management Board members to contribute to the Company's long-term, sustainable development and aligns their interests with those of shareholders. When the new Remuneration system 2022 took effect, the link to Company performance and sustainable Company growth described above was maintained, but the Restricted Share Plan 2020 is no longer part of the long-term remuneration component.

Share Performance Plan 2022

In addition to their variable one-year remuneration, the Management Board members are entitled to an annual allocation of Share Performance Awards (SPA) in accordance with the Share Performance Plan 2022. The Share Performance Plan is a key step for supporting the interests of the Company shareholders and developing a modern, long-term remuneration model, which complies with the current German Corporate Governance Code at the time of its inception.

The number of SPA to be allocated is determined by dividing a fixed percentage of the Management Board member's basic remuneration by the relevant market value of an SPA. By eliminating the Restricted Share Plan 2020 and redistributing part of it to the Share Performance Award, the Remuneration system 2022 adopted at the Annual General Meeting made it possible to change the target amount without increasing the total target remuneration. The target amount for the Share Performance Awards is around 225% of basic salary for the CEO and around 163% for the other members of the Management Board. This was only applied to Dr Cord Dohrmann for financial year 2023, however, whereas the following percentages from the remuneration system 2021 applied to the other Management Board members: The percentage for the CEO for financial year 2023 is 200% of basic salary (2022: 200%) and for all other Management Board members (apart from the Chief Scientific Officer) 91.5% of basic salary (2022: 91.5%).

The amount paid out for the Share Performance Awards may not exceed 350% of the target amount when they are exercised (cap).

	Target amount for performance shares (SPA)		Market value of one SPA at the award date	awarded in FY 2023
Executive board member	in k €	% of basic salary	in €	units
Dr. Werner Lanthaler	1,200	200.0%	15.87	75,615
Dr. Cord Dohrmann	731	162.5%	15.87	46,078
Dr. Matthias Evers	600	150.0%	15.87	37,808
Dr. Craig Johnstone	600	150.0%	15.87	37,808
Laetitia Rouxel	-	0.0%	15.87	0
Enno Spillner	480	150.0%	15.87	30,246

The following table shows the number of SPA awarded in financial year 2023:

The Share Performance Plan 2022 is based on a prospective, multi-year measurement period. For each allocation of SPA there is a period of four consecutive calendar years in which certain performance indicators are measured (performance measurement period). The Annual General Meeting 2022 set two equally weighted key performance indicators (KPI) for long-term value creation: the relative total shareholder returns and revenue growth. This is supplemented by performance against an additional ESG target (modifier).

The performance indicators are measured for each year of the performance measurement period. The performance in a given year is fixed for the remainder of the vesting period.

At the end of the vesting period there is a minimum target for each of the two KPI that has to be achieved before (some of) the Share Performance Awards can be exercised, and a maximum target after which all the Share Performance Awards for that KPI (100%) may be exercised. One Share Performance Award entitles the bearer to subscribe for a maximum of two whole shares in Evotec SE.

Relative total shareholder return is an indicator for the return on an investment in Company shares compared with an investment in the TecDAX. Relative total shareholder returns measure the return on an equity investment over time, including dividends and changes in the share price (positive and negative), adjusted for any share issues or splits. 100% of the key performance indicator "Total Shareholder Return" is achieved for a performance measurement period, i.e. four calendar years, when the Total Shareholder Return for the shares of the Company (average share price of the Company at the closing auction of Xetra trading (or a successor system) on the thirty (30) trading days at Frankfurt Stock exchange prior to the relevant date plus dividends, and adjusted for any equity issuance or share-splits, is at least 20 percentage points higher than the average Total Shareholder Return of the companies listed in the German TecDAX index (or a comparable stock index) during the same period. The minimum target for the performance target "Total Shareholder Return" is achieved when the Total Shareholder Return for the shares of the Company matches the average Total Shareholder Return of the companies listed in the TecDAX. The maximum target, at which all the Share Performance Awards for the performance indicator "Total Shareholder Return" can be exercised at a ratio of 1:2, is achieved when the annual average Total Shareholder Return for the shares of the Company is at least 60 percentage points above the average Total Shareholder Return of the companies listed in the TecDAX during the respective performance period.

Relevant values of the Total Shareholder Return of the Company and of the average Total Shareholder Return of the companies listed in the TecDAX will be calculated based on the average TecDAX (Total Return Index) during the thirty (30) trading days at Frankfurt Stock exchange prior to the relevant date.

100% of the key performance indicator "Group Revenue" is achieved ("Target Group Revenue") when the cumulative growth in Group revenue of Evotec SE in the performance measurement period, i.e. four calendar years, corresponds to the cumulative growth in Group revenue of Evotec SE planned by the Management Board with the approval of the Supervisory Board on the basis of a mid-range plan. The Management Board, with the approval of the Supervisory Board, should generally prepare the mid-range plan for a five-year period every year, on the basis of a sustainable corporate development with demanding, relevant target parameters. The "performance measurement period" is the four-year period starting on 1 January of the year in which the individual tranche of the subscription rights is awarded. "Group Revenue" is the revenue in the consolidated income statement. Cumulative Group revenue, and so revenue growth, is calculated on the basis of the audited and approved consolidated financial statements (IFRS) of Evotec SE for the respective performance measurement period, less revenue from out licensed development programmes. The minimum target for the performance indicator "Group Revenue" is achieved when the cumulative growth in Group revenue of Evotec SE in the performance measurement period is equal to or greater than 50% of the target Group revenue growth defined for the respective performance measurement period. The maximum target for the performance indicator "Group Revenue" is achieved when the cumulative growth in Group revenue of Evotec SE in the performance measurement period is equal to or greater than 150% of the target Group revenue growth defined for the respective performance measurement period.

The ESG modifier is a figure for measuring long-term research spending on socially relevant illnesses (e.g. infectious diseases or women's health). The ESG modifier distinguishes between complete (modifier: 1.0) and incomplete target achievement (modifier: 0.9) and is multiplied by the sum of target achievement in the two performance indicators "Total Shareholder Return" and "Group revenue". The Supervisory Board is authorised to determine the level of target achievement. The ESG target cannot be achieved by more than 100%.

If the minimum target for any performance indicator is not achieved, the corresponding number of SPA expires. If the target is exactly achieved (100% target achievement) the corresponding number of SPA are converted into the same number of subscription rights to shares in Evotec SE at the end of the performance period. If the maximum target is achieved (200% target achievement) the corresponding number of SPA are converted into twice the number of subscription rights to shares in Evotec SE at the end of the performance period. Between these figures the values are interpolated on a linear basis.

The Share Performance Plan 2022 works as follows:

The payment curves for the KPI absolute revenue growth ("Revenue Growth") and relative total shareholder return ("TSR Outperformance") are shown below:

The right to exercise the subscription rights resulting from converting the Share Performance Awards only vests at the end of the performance period. At the end of the four-year performance period for the Share Performance Awards the target achievement is measured for the two performance indicators, the corresponding number of subscription rights is calculated and fixed.

Share Performance Plan 2017

The Share Performance Plan 2017 is based on a prospective, multi-year measurement period. For each allocation of SPA there is a period of four consecutive calendar years in which certain performance indicators are measured (performance measurement period). The Annual General Meeting 2017 set two equally weighted key performance indicators (KPI) for long-term value creation: the share price and the relative total shareholder return. Relative total shareholder return is an indicator for the return on an investment in Company shares compared with an investment in the TecDAX. Relative total shareholder returns measure the return on an equity investment over time, including dividends and changes in the share price (positive and negative), adjusted for any share issues or splits. The performance indicators are measured for each year

of the performance measurement period. The performance in a given year is fixed for the remainder of the vesting period.

At the end of the vesting period there is a minimum target for each of the two KPI that has to be achieved before (some of) the Share Performance Awards can be exercised, and a maximum target after which all the Share Performance Awards for that KPI (100%) may be exercised. One Share Performance Award entitles the bearer to subscribe for a maximum of two whole shares in Evotec SE.

The target for the share price increase in a calendar year is achieved exactly (100%) if the average price of the Evotec share in the closing auction of XETRA trading (or a successor system) on the last 30 trading days at the Frankfurt Stock Exchange in the relevant performance period, i.e. the calendar year ("closing price") is more than 8% higher than the average price of the Evotec share in the closing auction of XETRA trading (or a successor system) on the last 30 trading days before the start of the relevant performance period ("opening price"). The minimum target is achieved if the closing price is the same as the opening price (0% target achievement). The maximum target is achieved in a calendar year if the closing price is 16% or more above the opening price (200% target achievement).

The KPI relative total shareholder return measures the return on a share investment over a period of time, including dividends as well as share price performance (positive and negative) and adjusted for any equity issues or share-splits. The target for total shareholder return is achieved exactly in a calendar year (100%) if the return on the Evotec share matches the average return on the shares of the companies listed in the TecDAX over the same period. The return on the Evotec share is determined on the basis of the closing price and the dividend per share paid in that year (adjusted for any equity issues and share-splits) in relation to the opening price:

The relevant values of the average relative total shareholder return of the companies listed in the TecDAX will be calculated and based on the average TecDAX -(Total Return Index) during the thirty (30) trading days at Frankfurt Stock Exchange prior to the relevant date. The return is therefore based on the relation between the average TecDAX value in the closing auction of XETRA trading (or a successor system) in the last 30 trading days of the relevant performance period, i.e. the calendar year ("final value") and the average TecDAX value in the closing auction of XETRA trading (or a successor system) on the last 30 trading days before the start of the relevant performance period ("starting value").

The minimum target is achieved (0% target achievement) if the return on the Evotec share is less than 10% below the average total shareholder return for the companies in the TecDAX in the relevant performance period (i.e. in each calendar year). The maximum target is achieved (200% target achievement) if the return on the Evotec share is at least 10% higher than the average total shareholder returns for the companies in the TecDAX in the relevant performance period.

If the minimum target for one performance indicator is not achieved in a calendar year, the corresponding number of SPA (12.5% of the SPA granted at the start of the performance period) are forfeit. If the target is exactly achieved (100% target achievement) the corresponding number of SPA are converted into the same number of subscription rights to shares in Evotec SE at the end of the performance period. If the maximum target is achieved (200% target achievement) the corresponding number of SPA are converted into twice the number of subscription rights to shares in Evotec SE at the end of the performance period. Between these figures the values are interpolated on a linear basis.

The Share Performance Plan 2017 works as follows:

The payment curves for the KPI absolute share price performance and relative total shareholder return are shown below:

The right to exercise the subscription rights resulting from converting the Share Performance Awards only vests at the end of the performance period. At the end of each of the four performance periods (i.e. each calendar year) for the Share Performance Awards the target achievement is measured for the two performance indicators in the relevant calendar year, the corresponding number of subscription rights are calculated and provisionally fixed. At the end of all four performance periods, i.e. the four calendar years of an award, the subscription rights calculated for each year are added to obtain the total number of subscription rights.

Share Performance Awards from the 2019 grant became exercisable in 2023. The following table shows the target achievement for the individual performance criteria per year and in aggregate:

	Target achievement 2019 (in %)	Target achievement 2020 (in %)	Target achievement 2021 (in %)	Target achievement 2022 (in %)	Total target achievement (in %)
Relative share price performance	124%	200%	200%	0%	131%
Relative TSR	0%	200%	200%	0%	100%

The target achievement for 2023 was 200% for each of the performance indicators.

The final number of exercisable Share Performance Awards from the 2019 grant is shown in the following table for each Executive Board member:

Executive board member	Function	Number of SPA awarded from 2019 tranche	Target achievement rel. share price performance (in %)	Target achievement Relative TSR (in %)	Number of SPA in 2019 tranche based on target achievement	Number of SPA from 2019 tranche actually exercised (subject to remuneration cap)1
Dr. Werner Lanthaler	CEO	45,161	131%	100%	52,161	52,161
Dr. Cord Dohrmann	CSO	13,318	131%	100%	15,383	15,383
Dr. Craig Johnstone1	COO	16,733	131%	100%	19,327	19,327
Enno Spillner	CFO	11,071	131%	100%	12,788	12,788

¹ Dr Craig Johnstone was appointed to the Management Board in January 2019, so he was not awarded any SPA from the 2018 tranche for his Management Board work.

One SPA corresponds to one Evotec share and the share price at the exercise date in 2023 was around €18.

Restricted Share Plan 2020

In the event of unusual circumstances, relating above all to competition, the Supervisory Board could at its professional discretion and having determined that it is appropriate, grant additional Restricted Share Awards if this was expected to have a positive influence on the long-term performance of the Evotec Group. The Supervisory Board determines the target amount of Restricted Share Awards in the individual case. The amount of the Restricted Share Awards may not exceed 400% of the target amount (cap).

Active discussions with shareholders gave the Supervisory Board to understand that the Restricted Share Plan 2020 and the Supervisory Board discretion that this implies are viewed critically. It therefore decided no longer to issue this remuneration component when the new remuneration system takes effect after the Annual General Meeting 2022. No Restricted Share Awards were made as a result in 2023.

The Restricted Share Plan defines for each award a performance period of four consecutive calendar years in which the performance is measured. The Annual General Meeting 2020 defined Adjusted EBITDA as the performance indicator. The performance indicator is measured for each year in the performance period. The performance in a given year is fixed for the remainder of the lock-up period.

To measure performance, Adjusted EBITDA is calculated for each year of the performance period and compared with the Adjusted EBITDA forecast for the financial year in the first quarter of that

year. The forecast and the actual financial ratio for the previous year are published in the annual report.

The key performance indicator for the respective year is achieved when Adjusted EBITDA corresponds to or exceeds forecast Adjusted EBITDA. The minimum target is achieved when Adjusted EBITDA corresponds to or exceeds 75% of forecast Adjusted EBITDA.

If the minimum target is not achieved in a financial year, 25% of the Restricted Share Awards are forfeit. If the target is achieved in a financial year, 25% of the Restricted Share Awards are converted into subscription rights, each for one share in Evotec SE. If the minimum target is achieved exactly in a financial year, 12.5% of the Restricted Share Awards are converted into subscription rights, each for one share in Evotec SE. If the minimum target is achieved in a financial year, but not the target, between 12.5% and 25% of the Restricted Share Awards, depending on the actual target achievement, are converted into subscription rights, each for one share in Evotec SE.

For the Management Board members who were granted Restricted Share Awards for the last time in 2022 the Supervisory Board defined other performance criteria, covering revenue growth by the Evotec Group, the number of partnered projects, the implementation of an ESG strategy and long-term organisational development. For competition reasons these are only published retrospectively after the performance period has come to an end.

The Restricted Share Plan 2020 works as follows:

The payment curve for the KPI adjusted EBITDA is as follows:

No Restricted Share Awards were granted to Management Board members in 2023 and none became exercisable.

Outlook for variable remuneration

Transparent and quantifiable ESG criteria were included in the variable remuneration components in the Remuneration system 2022. A substantial part of the short-term annual remuneration will have to be invested in Company shares and held for three years in future, in order to better align the interests of Management Board members with those of shareholders. The performance period for the Share Performance Plan 2022 adopted by the Annual General Meeting on 22 June 2022 was increased to four years and the pay-for-performance approach was strengthened. In addition, the Restricted Share Plan 2020 no longer forms part of the new remuneration system and is no longer issued to members of the Management Board now that the new system is in effect.

V. Other remuneration rules

Benefits promised or granted by third parties

No benefits were promised or granted to a Management Board member by any third party concerning their work as a Management Board member.

Penalty and clawback rules

If necessary, the Supervisory Board may withhold (penalty clause) or retract (clawback) variable remuneration components if a Management Board member is in serious breach of their obligations, particularly their compliance obligations. The current employment contracts of all Management Board members include such clawback provisions.

The Company did not make use of its right to withhold or retract variable remuneration in financial year 2023. When Dr Lanthaler left as CEO in early January 2024, however, it was agreed that he would not be paid a bonus for 2023.

Severance payments

Payments to a Management Board member if the service contract is terminated prematurely, without there being an important reason for the termination, are limited to two annual salaries and may not exceed the annual remuneration for the remainder of the service contract (cap on severance pay). No payments are made to the Management Board member if the employment contract is terminated for an important reason for which the Management Board member is responsible. The annual remuneration used to calculate the severance payment is the basic salary plus target bonus.

Change of control

To the extent that their tasks and responsibilities change as a result of the change of control, Management Board members have the exceptional right to terminate their employment contract if a shareholder or third party acquires at least 30% of the shares in Evotec SE. The termination right may be exercised, giving three months' notice, at any time within twelve months of the change of control. At the end of the notice period the Company is no longer obliged to pay any remuneration benefits, with the exception of a one-off severance payment of 18 months' salary for the Management Board member concerned, made up of basic pay and the monetary value of any ancillary benefits.

If a change of control takes place during the vesting period for the Share Performance Awards, the allocations to all participants made as part of the Share Performance Plan 2017 are irrevocably transferred and fully settled in cash up to certain limits. In the Share Performance Plan 2022 the threshold for a change of control that triggers the irrevocable transfer and payment of the Share Performance Awards was raised from 30% to >50%. It was also determined that this irrevocable transfer and settlement only takes place if the Management Board member concerned exercises their exceptional right to terminate their contract because their tasks and responsibilities have been significantly altered as a result of the change of control.

If a change of control takes place during the vesting period for the Restricted Share Awards, the allocations made as part of the Restricted Share Plan 2020 are settled immediately in cash when they fall due, subject to certain restrictions. The settlement amount is to be calculated on the basis of the notional number of exercisable subscription rights and subject to the applicable cap. It should assume that the targets for the respective KPI have been achieved for those years for which no definitive assessment has been made at this time.

Non-competition clause

Non-competition clauses have been agreed with the Management Board members for the time after their departure. Evotec SE pays compensation for twelve months after the employment contract comes to an end. The compensation payments comprise 50% of direct remuneration paid (basic salary and variable remuneration) in the year before the employment contract ended and are paid in equal monthly instalments.

Maximum remuneration

The maximum remuneration defined in the Remuneration system 2021 applies to all the members of the Management Board whose contract was signed or renewed before the Remuneration system 2022 came into effect at the Annual General Meeting 2022 (Dr Werner Lanthaler, Dr Craig Johnstone, Dr Matthias Evers). For the maximum remuneration defined in the Remuneration system 2021 the Supervisory Board worked from the current annual target remuneration of the Management Board members. Allowing for a possible (moderate) increase in the fixed salary and one grant of Restricted Share Awards to each Management Board member during the forecast four-year duration of the remuneration system gives the maximum annual remuneration as defined in § 87a para. 1 sentence 2 no. 1 AktG:

Function	Maximum remuneration for years in which no RSA's are granted (in € k)	Maximum remuneration for years in which no RSA's are granted (in € k)
CEO	6,000	15,600
Member of the Executive Board	3,500	7,100

The maximum remuneration defined in the Remuneration system 2022 applies to all the members of the Management Board whose contract was signed or renewed after the Remuneration system 2022 came into effect at the Annual General Meeting 2022 (Dr Cord Dohrmann and Laetitia Rouxel). The annual maximum remuneration within the meaning of Section 87a (1) sentence 2 number 1 AktG for contracts signed after the effective date of the Remuneration system 2022 is:

2023

	Maximum remuneration for years in which no
Function	RSA's are granted (in € k)
CEO	7,050
Member of the Executive Board	3,400

The relevant cap was not exceeded in the reporting year.

Share Ownership Guideline

The remuneration system 2022 obliges the Management Board members to hold shares in Evotec SE for the duration of their appointment to the Management Board, whereby this obligation must first be met no later than five years after they were first appointed to the Management Board ("build-up phase"). The share ownership programme is intended to incentivise Management Board members to increase enterprise value in the interests of shareholders. The amount to be invested depends on the gross basic salary of the respective Management Board member. The CEO undertakes to invest 300% of their gross basic salary in Evotec shares and the other ordinary Management Board members invest 100% of their respective gross basic salary.

The Management Board members reported the following shareholdings as of 31 December 2023.

	Shares	Outstanding Shares from vested SPA's	Granted unvested SPA's (total)	Outstanding Shares from vested RSA's	Granted unvested RSA's (total)	Restricted Shares from STI Payout
Management Board
Dr Werner Lanthaler	1.550.000	0	170.182	0	71.642
Enno Spillner	58.049	0	61.663	0	0
Dr Cord Dohrmann	195.079	0	85.350	0	29.851	2.951
Dr Craig Johnstone	20.161	0	73.217	0	34.980
Dr Matthias Evers	0	0	37.808	0	39.353
Laetitia Rouxel	0	0	0	0	0

D. Target remuneration of current Management Board members for financial year 2023

The following table shows the target remuneration of Management Board members for financial year 2023, and on a voluntary basis for financial year 2023. This comprises the agreed target remuneration for the respective financial year, of which 100% is paid if the targets are achieved.

			Dr. Werner Lanthaler CEO				Laetitia Rouxel CFO
				2023		2022	2023			2022
			in k €	in % Total	in k €	in % Total	in k €	in % Total	in k €	in % Total
Non-performance		Basic salary1	600	23.6%	600	23.6%	338	33.3%		- 0.0%
related remuneration	+	Ancillary benefits	141	5.5%	141	5.6%	371	36.7%		- 0.0%
	=	Total	741	29.2%	741	29.2%	709	70.0%		- 0.0%
Performance-related Remuneration	+	Short-term, one-year remuneration (STI)
		Bonus	600	23.6%	600	23.6%	484	47.8%		- 0.0%
	+	Long-term, multi-year remuneration (LTI)
		Restricted Share Plan 2020	-	0.0%	-	0.0%	-	0.0%		- 0,0 %
		Share Performance Plan 2017	1,200	47.2%	1,200	47.2%	-	0.0%		- 0.0%
	=	Total target remuneration	2,541	100.0%	2,541	100.0%	1,193	117.8%		- 0.0%
			Dr. Cord Dohrmann CSO				Dr. Matthias Evers CBO
				2023		2022		2023		2022
				in %		in %		in %		in %

			in k €	Total	in k €	Total	in k €	Total	in k €	Total
Non-performance		Basic salary	450	26.1%	417	29.4%	400	30.0%	267	19.2%
related remuneration	+	Ancillary benefits	56	3.3%	52	3.7%	54	4.0%	37	2.7%
	=	Total	506	29.4%	469	33.1%	454	34.0%	304	21.9%
Performance-related Remuneration	+	Short-term, one-year remuneration (STI)
		Bonus	484	28.1%	348	24.6%	280	21.0%	187	13.4%
	+	Long-term, multi-year remuneration (LTI)
		Restricted Share Plan 2020	-	0.0%	-	0.0%	-	0.0%	900	64.7%
		Share Performance Plan 2017	731	42.5%	600	42.3%	600	45.0%	-	0.0%
	=	Total target remuneration	1,721	100.0%	1,417	100.0%	1,334	100.0%	1,391	100.0%

			Dr. Craig Johnstone COO			Enno Spillner CFO
			2023		2022		2023			2022
			in k €	in % Total	in k €	in % Total	in k €	in % Total	in k €	in % Total
Non-performance related remuneration		Basic salary	400	30.3%	400	18.9%	80	7.9%	320	29.3%
	+	Ancillary benefits	42	3.2%	42	2.0%	22	2.2%	67	6.2%
	=	Total	442	33.4%	442	20.8%	102	10.1%	387	35.5%
Performance-related Remuneration	+	Short-term, one-year remuneration (STI)
		Bonus	280	21.2%	280	13.2%	430	42.5%	224	20.5%
	+	Long-term, multi-year remuneration (LTI)
		Restricted Share Plan 2020	-	0.0%	800	37.3%	-	0.0%	-	0.0%
		Share Performance Plan 2017	600	45.4%	600	28.3%	480	47.4%	480	44.0%
	=	Total target remuneration	1,322	100.0%	2,122	100.0%	1,012	100.0%	1,091	100.0%

E. Remuneration awarded and owed to current Management Board members in the financial year pursuant to Section 162 AktG

The following tables show the fixed and variable remuneration components awarded and owed to the Management Board members in 2022 and 2023 in accordance with Section 162 (1) sentence 2 no. 1 AktG. Since the work for the annual bonus 2023 was completed in full financial year 2023, it is attributed to the remuneration awarded and owed in 2023 and so included in this remuneration report.

In addition to the amount of remuneration, the individual fixed and variable remuneration components are shown as a proportion of total remuneration in accordance with Section 162 (1) sentence 2 no. 1 AktG. The proportions are based on the remuneration components awarded and owed in the respective financial year, in accordance with Section 162 (1) sentence 1 AktG.

				Dr. Werner Lanthaler					Laetitia Rouxel
			CEO						CFO
					2023 in % Total			2022 in % Total		2023 in % Total		2022 in % Total
Non-performance-related		Basic salary1	in k €	600	30.9 %	in k €	600	23.8 %	in k € 338	28.3 %	in k €	- 0.0 %
remuneration	+	Ancillary benefits		141	7.3 %		141	5.6 %	371	31.1 %		- 0.0 %
Performance-related Remuneration	= +	Total Short-term, one-year remuneration (STI)		741	38.2 %		741	29.4 %	709	59.3 %		- 0.0 %
		Bonus		-	0.0 %		578	23.0 %	181	15.2 %		- 0.0 %
	+	Long-term, multi-year remuneration (LTI)
		Restricted Share Plan 2020		-	0.0 %		-	0.0 %	-	0.0 %		- 0.0 %
		Share Performance Plan 2017		1,200	61.8 %		1,200	47.6 %	-	0.0 %		- 0.0 %
	=	Total target remuneration		1,941	100.0 %		2,519	100.0 %	890	74.5 %		- 0.0 %
			CSO	Dr. Cord Dohrmann					Dr. Matthias Evers CBO
					2023			2022		2023		2022
					in %			in %		in %		in %
			in k €		Total	in k €		Total	in k €	Total	in k €	Total
Non-performance-related remuneration		Basic salary		450	30.4 %		417	29.7 %	400	33.5 %		267 19.3 %
	+	Ancillary benefits		56	3.8 %		52	3.7 %	54	4.5 %		37 2.7 %
	=	Total		506	34.2 %		469	33.4 %	454	38.0 %		304 22.0 %
Performance-related Remuneration	+	Short-term, one-year remuneration (STI)
		Bonus		242	16.4 %		335	23.9 %	140	11.7 %		180 13.0 %
	+	Long-term, multi-year remuneration (LTI)
		Restricted Share Plan 2020		-	0.0 %		-	0.0 %	-	0.0 %		900 65.0 %
		Share Performance Plan 2017		731	49.4 %		600	42.7 %	600	50.3 %		- 0.0 %
	=	Total target remuneration		1,479	100.0 %		1,404	100.0 %	1,194	100.0 %	1,384	100.0 %
			COO	Dr. Craig Johnstone					Enno Spillner CFO
					2023			2022		2023		2022
			in k €		in % Total	in k €		in % Total	in k €	in % Total	in k €	in % Total
Non-performance-related		Basic salary		400	33.8 %		400	18.9 %	80	13.1%		320 29.5%
remuneration	+	Ancillary benefits		42	3.6 %		42	2.0 %	22	3.6%		67 6.2%
	=	Total		442	37.4 %		442	20.9 %	102	16.7%		387 35.7%
Performance-related Remuneration	+	Short-term, one-year remuneration (STI)
		Bonus		140	11.8 %		270	12.8 %	28	4.6%		216 19.9%
	+	Long-term, multi-year remuneration (LTI)
		Restricted Share Plan 2020		-	0.0 %		800	37.9 %	-	0.0%		- 0.0%
		Share Performance Plan 2017		600	50.8 %		600	28.4 %	480	78.7%		480 44.3%
	=	Total target remuneration		1,182	100.0 %		2,112	100.0 %	610	100.0%	1,083	100.0%

¹ The basic annual salary for Dr Cord Dohrmann was increased from €400,000 to €450,000 with effect from 1 September 2022. This means his fixed basic salary for financial year 2022 was €417,000.

As in the past, Dr Craig Johnstone's remuneration was paid by Evotec (France) SAS and covers his work on the Management Board of Evotec SE and his work as Site Head in Toulouse. As a rule, the cost of the Management Board members' work is allocated appropriately to the Group companies.

No severance payments were made to departing Management Board members in 2023. Ms Laetitia Rouxel received a signing-on bonus of €300,000 that was paid in April 2003. Another tranche of the same amount is due in April 2024.

F. Remuneration awarded and owed to former Management Board members in the 2023 financial year pursuant to Section 162 AktG

Enno Spillner (CFO) left the Management Board in 2023. Benefits and benefit commitments for Enno Spillner are reported under items D and E.

G. Remuneration awarded and owed to current Supervisory Board members in the 2023 financial year pursuant to Section 162 AktG

The members of the Evotec Supervisory Board are entitled to a fixed salary and the reimbursement of out-of-pocket expenses in accordance with Article 13 para 1 of Evotec SE's Articles of Association. In accordance with the recommendations of the German Corporate Governance Code, the positions of Chair and Vice-Chair of the Supervisory Board and the positions of Chair or member of a committee are considered when setting the remuneration of the individual members. Each Supervisory Board member receives a fixed salary of €50,000 as approved by the Annual General Meeting 2019. The Chair receives €125,000 and the Vice-Chair €60,000. Members of Supervisory Board committees receive €10,000 per committee, and the committee Chair receives €25,000.

		Basic salary			Committee salary	Total remuneration
		in €	in % Total	in €	in % Total	in €
Prof. Dr. Iris Löw-Friedrich	2023	125,000	83.3%	25,000	16.7%	150,000
(since 06/2014)	2022	125,000	83.3%	25,000	16.7%	150,000
Roland Sackers (since 06/2019)	2023	60,000	63.2%	35,000	36.8%	95,000
	2022	60,000	63.2%	35,000	36.8%	95,000
Dr. Mario Polywka (since 06/2019)	2023	50,000	83.3%	10,000	16.7%	60,000
	2022	50,000	83.3%	10,000	16.7%	60,000
Dr. Elaine Sullivan (since 06/2015)	2023	50,000	71.4%	20,000	28.6%	70,000
	2022	50,000	76.6%	15,275	23.4%	65,275
Kasim Kutay (until 06/2022)	2023	0		0		0
	2022	23,626	100.0%	4,725	16.7%	28,351
Dr. Constanze Ulmer-Eilfort (until 06/2021)	2023	50,000	58.8%	35,000	41.2%	85,000
	2022	50,000	68.3%	23,187	31.7%	73,187
Camilla Macapili Languille (since 06/2022)	2023	50,000	83.3%	10,000	16.7%	60,000
	2022	26,374	83.3%	5,275	16.7%	31,649

H. Comparison of changes in remuneration and profitability

In accordance with Section 162 (1) sentence 2 no. 2 AktG the following table shows the relative change in the remuneration awarded and owed to members of the Management Board and Supervisory Board in the financial year, compared with the average remuneration of employees on a full-time equivalent basis, as well as selected earnings indicators for the Evotec Group.

To show the profitability of the Group the comparison includes the net income recognised in the Company's separate financial statements, Adjusted EBITDA, and revenue of the Evotec Group, as well as the share price performance and the relative total shareholder return (TSR) for Evotec SE.

To show the average remuneration of employees the target remuneration for all employees is used (not including apprentices, students, and interns) on a full-time equivalent basis. This relates to the workforce of Evotec SE in Germany.

		Change in		Change in		Change in		Change
Financial year	2023	%	2022	%	2021	%	2020	in %	2019
Earnings performance
Net income / -losses for Evotec SE (HGB) in €m	(97.9)	(475.9) %	(17.0)*	38.8%	(27.8)	(14.9) %	(24.2)	(187.7) %	27.6
Adjusted EBITDA Evotec Group in €m	66.4	(34.7) %	101.7	(5.2) %	107.3	0.6%	106.7	(13.5) %	123.3
Revenue Evotec Group in €m	781.4	4.0 %	751.4	21.6%	618.0	23.4%	500.9	12.2%	446.4
Share price Evotec SE in €	19.4	20.2%	16.1	(61.2) %	41.6	55.6%	26.7	29.7%	20.6
Relative TSR of Evotec SE vs. TecDAX in % points	13.4	-	(39.7)	-	31.8	-	27.1	-	(10.1)
Average employee remuneration (in € k)
Average remuneration	77.7	(0.6)	78.2	5.0%	74.5	5.2%	70.8	4.9%	67.5
Management Board remuneration (in € k)
Dr. Werner Lanthaler	1,941	-	2,519	(46.0) %	4,661	130.6%	2,021	10.0 %	1,837
Dr. Cord Dohrmann	1,479	-	1,404	(32.9) %	2,092	80.6%	1,158	34.4 %	862
Dr. Matthias Evers	1,194	-	1,384	-	-	-	-	-	-
Dr. Craig Johnstone	1,182	-	2,112	127.9%	927	(0.2) %	929	21.1 %	767
Laetitia Rouxel	890	-		-		-		-
Former Management Board remuneration (in € k)
Enno Spillner	610	-	1,083	20.8%	897	(0.5) %	901	20.8%	746
Supervisory Board remuneration (in € k)
Prof. Dr. Iris Löw-Friedrich (since 06/2014)	150	0.0%	150	31.6%	114	62.9%	70	7.7%	65
Roland Sackers (since 06/2019)	95	(1.0) %	96	6.7%	90	5.9%	85	84.8%	46
Dr. Mario Polywka (since 06/2019)	60	0.0%	60	9.1%	55	10.0%	50	85.2%	27
Dr. Elaine Sullivan (since 06/2015)	70	7.7%	65	8.3%	60	0.0%	60	0.0%	60
Dr. Constanze Ulmer-Eilfort (since 06/2021)	85	16.4%	73	121.2%	33	-	-	-	-
Camilla Macapili Languille (since 06/2022)	60	87.5%	32	-	-	-	-	-	-
Former Supervisory Board remuneration (in € k)
Bernd Hirsch (until 06/2019)	-	-	-	-	-	-	-	(100.0) %	44
Dr. Claus Braestrup (until 06/2019)	-	-	-	-	-	-	-	(100.0) %	28
Michael Shalmi (until 06/2020)	-	-	-	-	-	(100.0) %	27	(55.0) %	60
Prof. Dr. Wolfgang Plischke (until 06/2021)	-	-	-	(100.0) %	68	(54.7) %	150	0.0 %	150
Kasim Kutay (until 06/2022)		-	28	(53.3) %	60	81.8%	33	-	-

*Result 2022 corrected from € (8.3) million to € (17.0) million compared to 2022 report.

I. Miscellaneous

Evotec has Directors and Officers (D&O) liability insurance for the Management Board members. This insurance policy covers the personal liability of Management Board members for any claims made against them for damages in the exercise of their duties. The insurance includes an excess or deductible for the Management Board members in accordance with the German Stock Corporation Act.

J. Additional remarks

This English report is a translation of the German original. In the event of any differences, the German version is authoritative.