Evotec : Declaration on Corporate Governance 2023 581.471 KB

Declaration on corporate governance for the financial year 2023 (Sections 289f, 315d German Commercial Code - HGB)

The principles of responsible, sound corporate governance determine the work of the management and supervisory boards of Evotec SE. In this declaration the Management Board reports - also on behalf of the Supervisory Board - on corporate governance within the Group pursuant to Sections 289f, 315d HGB and the German Corporate Governance Code. Our objective is to keep the presentation of our corporate governance succinct and clearly structured.

Definition of good corporate governance

Its listing on the Frankfurt Stock Exchange and since autumn 2021 its US listing on the NASDAQ, combined with its international shareholder structure, mean that Evotec follows both the German rules on corporate governance and international standards. Good, transparent corporate governance ensures that the management and supervision of the Company is responsible and focused on adding value. Maintenance of high standards of corporate governance plays a key role in the Company's success. This includes the integrity in dealings with employees, business partners, shareholders and the general public. As a service provider and business partner Evotec is dependent on attracting and retaining the trust of its customers and partners by its irreproachable conduct. Our aim is to act credibly, seriously and reliably and to express this in the impression we leave behind. Evotec's corporate governance is therefore reviewed and refined regularly by the Management Board and Supervisory Board.

Annual targets are defined and communicated as part of the Management Board's strategy. We rely on the sense of responsibility and initiative of our managers and employees to perform our work. We agree on clear targets and regularly assess our performance against them. These performance targets are a key element of our management philosophy and part of our remuneration system.

Declaration of compliance with the German Corporate Governance Code pursuant to Section 161 German Stock Corporation Act (AktG) for the 2023 financial year

The German Corporate Governance Code (current version dated 28 April 2022; the "Code") contains principles, recommendations and suggestions for the Management Board and the Supervisory Board, which are intended to help ensure that the Company is managed in its best interests. The Code clarifies the obligation of the Management Board and the Supervisory Board to ensure the continued existence of the Company and its sustained ability to create value (company interest) in accordance with the principles of the social market economy and taking the concerns of shareholders, employees and other stakeholders into account.

With the exceptions detailed below, Evotec follows all the recommendations and almost all the suggestions of the Code. The Management Board and Supervisory Board of Evotec SE therefore declared in December 2023 in accordance with Section 161 AktG:

"Evotec SE has complied in 2023 with the recommendations of the Governmental Commission on the German Corporate Governance Code (the "Code") as published in the

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official section of the Federal Gazette and intends to comply in the future with the recommendations of the Code, with the following exception:

• Notwithstanding Section C.5 of the Code, Prof. Dr. med. Löw-Friedrich, Chief Medical Officer of UCB SA and Chairperson 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."

In January 2024 has this declaration been updated and supplemented as follows:

"In deviation from recommendations G.6 and G.10, Dr. Mario Polywka will not receive any long-term,share-based variable remuneration under the Management Board remuneration system for his temporary activity as Interim CEO from January 2024. Due to his only interim position as a member of the Management Board and Chairman of the Management Board for a maximum period of one year, the Supervisory Board of Evotec SE does not consider it in its interest to grant long-term variable remuneration whose assessment period would extend far beyond the term of office as a member of the Management Board and thus beyond the possibility of influencing the achievement of targets. In accordance with the German Stock Corporation Act and the Code, it should also be prevented that the incentivizing effect of long-term,share-based remuneration granted during the temporary activity on the Management Board continues after returning to the Supervisory Board and possibly leads to doubts about the independent exercise of control activities. The long-term promotion of the company's well-being and the guarantee of sustainable and long-term corporate success are already in the interests of Dr. Mario Polywka because he is to return to the Supervisory Board after completing his interim activity on the Management Board and therefore does not require any further incentives. After the end of Dr. Mario Polywka's temporary activity on the Management Board, the remuneration of the Management Board will again fully comply with the recommendations of the Code."

Otherwise, the declaration of conformity from December 2023 remains unchanged.

The current Declaration of Compliance with the German Corporate Governance Code and the declarations for the past five years can be found on the Evotec website at https://www.evotec.com/en/sustainability/governance.

Description of the working practices of the Management Board and Supervisory Board and their composition

Two-tier management and control system: Management Board and Supervisory Board

As required by the German Stock Corporation Act, Evotec SE has a two-tier board system consisting of Evotec's Management Board and Evotec's Supervisory Board. The Management Board is responsible for managing Evotec and representing the Company in its dealings with third parties, while the Supervisory Board appoints and dismisses the members of Evotec's Management Board and oversees the management of the Company. German law prohibits the Supervisory Board from making operational management decisions. The two boards, however, work closely together to achieve long-term and sustainable growth for the Company and to create shareholder value. They agree on the Company's strategy and on business transactions that are significant.

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The Management Board reports to the Supervisory Board in writing and orally on an ongoing basis and provides it with detailed information about the status of the Company. This includes monthly reports by the Management Board, in which it presents the financial results for the previous month in writing, along with detailed comments and explanations. The Management Board also presents the budget for the coming financial year and the medium-term planning to the Supervisory Board. In addition, the Management Board is obliged to notify the Supervisory Board in good time of all transactions that could have a significant impact on the Company's profitability or liquidity. This enables the Supervisory Board to make comments on such transactions before they are executed.

Above and beyond this exchange of information and the discussions between the Supervisory Board and the Management Board, the Supervisory Board Chair and the Chair of the Management Board (CEO), as well as other Management Board members, discuss current and ongoing topics whenever this is appropriate.

Management Board

The Management Board of Evotec SE manages the Company on its own responsibility and represents Evotec SE in transactions with third parties. The Management Board develops the Company strategy, agrees it with the Supervisory Board and ensures its implementation. The Management Board's actions and decisions are guided by the Company's interests. It is committed to the target of sustainably increasing enterprise value, while taking the interests of shareholders, employees and other stakeholders into account. The members of the Management Board are jointly responsible for the entire management of the Company and decide on fundamental questions of Company policy and strategy, as well as on the annual and long-term planning.

In addition to the Chair, the Management Board of Evotec SE consists of four further members. The Chair coordinates the work of the Management Board members. New Management Board members are appointed for a maximum term of three years, in accordance with recommendation B.3 of the Code. Contracts may be renewed for up to five years, however, as currently agreed with the Chief Scientific Officer and the Chief Operating Officer. Following the resignation of Dr Werner Lanthaler as Chief Executive Officer on 03 January 2024, Dr Mario Polywka was assigned from the Supervisory Board to the Management Board and appointed as interim CEO for up to twelve months. In succession to Enno Spillner, who's contract terminated on 31 March 2023, Laetitia Rouxel was appointed as Chief Financial Officer as of 1 April 2023 for a term of three years. The contract with Dr Craig Johnstone, Chief Operating Officer, was extended with effect from 1 January 2022 for a further five years until 31 December 2026. Dr Matthias Evers was appointed as the new Chief Business Officer for three years with effect from 1 May 2022. The contract with Dr Cord Dohrmann, Chief Scientific Officer, was also extended early with effect from 1 September 2022 for a further five years until 31 August 2027. Members of the Management Board may be re-elected or dismissed early for good reason. The members of the Evotec SE Management Board do not hold more than three Supervisory Board seats in publicly listed companies outside the Group or on supervisory boards that make comparable demands. Information about the individual board seats and professional responsibilities of the Management Board members can be found on page 125 of the Annual Report 2023.

With regard to the diversityof the Management Board it should be borne in mind that the Supervisory Board selects the Management Board members on the basis of their qualifications and professional background ("thought diversity"), also in view of the seven diversity dimensions defined in the Diversity Charta that Evotec has signed. In accordance with Section 111 (5) AktG the Supervisory Board of Evotec SE defined a quota of female

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members of the Management Board for the first time in 2015. Given that the four Management Board members with ongoing contracts were all male at the time, this quota was set at 0%. This quota was confirmed in 2017 in view of the terms of the contracts with the current active Management Board members, because no changes in the composition of the Management Board were planned. When deciding whether to renew the contracts with existing Management Board members and to expand the Management Board, the Supervisory Board considered increasing the quota defined for female members, but reserved the right to make its decision based solely on qualifications and performance. Consequently, the Supervisory Board has appointed Laetitia Rouxel as the new Chief Financial Officer as of 1 April 2023 and is continuously considering to increase the proportion of women on the Executive Board. Three of the five current Management Board members do not come from Germany.

An age limithas been set for Management Board members in accordance with recommendation B.5 of the Code. Pursuant to Section 1 (4) of the Rules of Procedure for the Supervisory Board of Evotec SE, the Supervisory Board ensures that no member of the Management Board is older than 65 years of age when appointed.

Responsibilities within the Management Board in 2023 were divided according to functional criteria, on the basis of Rules of Procedure. The Chief Executive Officer is responsible for coordinating the Management Board and for Investor Relations, ESG and Public Relations, Corporate Communications, Human Resources and Academic Bridges. The Chief Business Officer is responsible for Corporate Development and Strategic Planning, Global Business Development, Global Strategic Alliances and Partnerships, Global Information Technology and Security, Global Research Technology and Strategic Marketing. The Chief Financial Officer is in charge of Finance, Controlling, Taxes, Legal & Compliance, Insurance, Risk Management and Governance. and Internal Audit, and the Export Compliance Office, and exercises the function of the Chief Export Control Officer (CECO). The Chief Operating Officer is responsible for the Drug Discovery and Development segment, Global Biologics, Gene Therapy, Clinical Development, Environment, Health & Safety and Quality Management and Supply Chain Management, including purchasing, logistics, and facility management. As of February 2024 Governance, Supply Chains Management has been allocated under the responsibility of the Chief Financial Officer. The Chief Scientific Officer is responsible for the Research & Development segment, Cell Therapies, EVOgnostics, Innovative Developments and Joint Strategies, EVT Equity and Operational Venture Capital and Intellectual Property/Patents.

As a rule, each individual Management Board member is responsible for managing their own area of responsibility autonomously. Activities and transactions in any single area of responsibility that are of exceptional importance for the Company, or which entail an exceptional risk require the prior approval of the entire Management Board. Further details are defined in the Rules of Procedure for the Management Board.

Management Board meetings are convened by the Chair of the Management Board (CEO). Each Management Board member can require an extraordinary Management Board meeting to be convened, in addition to the regular Management Board meetings. The Chair of the Management Board (CEO) chairs the Management Board meetings and coordinates the work of the individual members. Individuals who are not Management Board members may be invited to advise at a Management Board meeting by resolution of the Management Board.

Brief minutes are to be taken of key negotiations and resolutions. Management Board resolutions are generally taken in meetings. However, they may also be taken without a meeting; in writing, by electronic means or by phone. The Management Board is quorate when the majority of its members vote on the resolution. As a rule, Management Board

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resolutions are passed by a simple majority. If the vote is tied, the Chair has the casting vote.

The current Rules of Procedure of the Management Board can be found on the Company website under https://www.evotec.com/en/sustainability/governance.

The Supervisory Board and the Management Board have taken care of long-term succession planning. It reflects the requirements of the German Stock Corporation Act (AktG) and the Code, as well as the diversity concept for the composition of the Management Board adopted by the Supervisory Board. Taking the concrete qualification requirements and the criteria mentioned into account, the Nomination Committee of the Supervisory Board prepares an ideal profile on the basis of which the Nomination Committee draws up a short list of available candidates. Interviews are held with these candidates. A recommendation is then made to the Supervisory Board for resolution. If necessary, the Supervisory Board and/or the Nomination Committee are supported by external advisers to develop the requirement profile and select the candidates, as i.e. in the current search for a new Chief Executive Officer following the resignation of the former Chief Executive Officer.

Supervisory Board

Composition

Evotec's Supervisory Board consists of six members - as provided in the current Articles of Association - all of whom are elected by the shareholders with a simple majority of the votes cast at an Annual General Meeting ("AGM"). The proposal to the AGM is carried out in accordance with the German Corporate Governance Code's recommendations regardless of gender, nationality or age, members are appointed based on their qualifications, work experience, independence and diversity. Four of the current members of Evotec's Supervisory Board were lastly elected at the AGM 2019. Constanze Ulmer-Eilfort has been elected at the AGM 2021 and Camilla Macapili Languille at the AGM 2022.

The Supervisory Board members are currently elected for five years and may be re-elected. The term of the current Supervisory Board ends with the close of the AGM 2024 that is charged with approving the actions of the members of the Supervisory Board in the 2023 fiscal year. A shortening of the five-year term as well as staggering of terms is envisaged from the next election at the AGM 2024 in the form that new Supervisory Board members will be elected for an initial term of two years whereas re-elected Supervisory Board members will be elected for a three-year term.

The Supervisory Board appoints a Chairperson and one Vice Chairperson from among its members. Prof. Dr Iris Löw-Friedrich is elected Chairperson of the Supervisory Board, and Roland Sackers is elected as Vice Chairperson.

In accordance with the recommendations of the Code, the members of the Evotec Supervisory Board were selected regardless of their gender, nationality and age, according to their qualifications, professional experience, ability and independence. It should be noted, however, that the Supervisory Board has set an age limit and determined that potential candidates may not be older than 72 years of age when they are proposed for election. In addition, the Supervisory Board currently has defined two full periods of office as the regular limit for membership of the Supervisory Board. An appropriate proportion of women is also required. To this end the Supervisory Board has set a gender quota requiring a respective proportion of women and men of at least 30%.

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The Supervisory Board has determined concrete objectives regarding its composition and competencies and prepared a profile of skills and expertise reflecting the company-specific situation. These objectives and skills profiles stipulate that the activities of the Company shall be represented by having a majority of independent Supervisory Board members with national and international experience in the respective fields of (i) Research and Development, (ii) Finance, Capital markets, Legal, Corporate Governance, (iii) Marketing and Sales and Operations, (iv) Healthcare Economy/Public Health and (v) Sustainability.

In December 2022 the Supervisory Board focused the discussion on the right competency profile for the Supervisory Board going forward. To reflect the ongoing growth of the Company and its further specified offering and operational activities it has been decided to further enlarge and update the competencies within the Supervisory Board following the elections at the AGM 2024. As a consequence, the Supervisory Board has agreed on the skills matrix and competency profile set out below.

1. Management Board Member of UCB: The business relationship with UCB as a customer of Evotec is considered immaterial (~0.5% of 2022 group revenue)
2. Head of Life Sciences of Mubadala Investment Company: Mubadala Investment Company holds ~7% of Evotec's shares but does not have control as defined in C.9 of GCGC
3. Experience in audit and accounting
4. Experience in accounting

In addition, the Supervisory Board decided to keep the age limit of 72 years at the time of the (re-)election. The gender quota shall remain at a share of women of 30 %. Finally, the Supervisory Board has agreed to a rule membership of a maximum of 12 years. Overall, the Supervisory Board shall remain composed in such a way that the majority of its members are independent, including the Chairperson and Chairpersons of Audit & Compliance Committee and Remuneration & Nomination Committee and that its members as a group possess the knowledge, ability and expert experience required to properly complete its tasks.

The composition of the Supervisory Board currently meets these targets and competence profiles: From their work in various international companies, all the members have an extensive international professional background. All the members are considered to be independent in accordance with the two-dimensional evaluation criteria of the German

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Corporate Governance Code, three different nationalities are represented and four members are female. Evotec strives for diversity of opinion, which is ensured by the composition of an internationally experienced Supervisory Board with a broad range of skills.

Prof. Dr. Löw-Friedrich is regarded as independent within the meaning of recommendation C.7 of the German Corporate Governance Code in its current version as of 28 April 2022. Although Prof. Dr Löw-Friedrich is on the Executive Committee of UCB S.A., which is an Evotec customer, the Evotec Group's turnover with the UCB Group is only about 0.5% of the total turnover of the Evotec Group, so that no material business relationship between Evotec and UCB within the meaning of recommendation C.7 is to be assumed. Moreover, Iris Löw-Friedrich is responsible at UCB's Management Board for world-wide clinical development and life-cycle of marketed products but not for discovery research and pre- clinical development and manufacturing which are the only subjects of the services provided by Evotec to UCB. Since these services are not of significant business value, they are neither discussed within the UCB Executive Committee nor Evotec's Supervisory Board.

Notwithstanding Section C.5 of the German Corporate Governance Code, Prof. Dr Iris Löw- Friedrich has also a seat in the Supervisory Board of Fresenius SE & Co. KGaA. However, Iris Löw-Friedrich always devoted sufficient time to perform her function, including attendance to all board and committee meetings (100%). She is running regular biweekly informal Supervisory Board calls, has regular biweekly calls with the CEO, as well as interactions with other members of the Management Board on an as-needed basis. She is also meeting with members of the n-1 leadership level, in groups and individually. Annual comprehensive governance roadshows with investors have enriched the mutual exchange and feedback loops. In summary, she is available to meet with internal and external stakeholders and has plausibly demonstrated that this will also be the case in the future.

Mr Roland Sackers (CFO of Qiagen N.V.) is independent. Qiagen N.V. does not have any material commercial relations with Evotec SE; no other circumstances that could make him dependent have been identified.

Despite her position as Head of Life Sciences at Mubadala Investment Company, Camilla Macapili Languille is considered an independent Supervisory Board member. Mubadala Investment Company holds approx. 7% of Evotec SE's voting shares and, thus, has a material interest in Evotec SE within the meaning of section C.13 of the German Corporate Governance Code. Nevertheless, Mubadala Investment Company is not a controlling shareholder within the meaning of section C.9 of the German Corporate Governance Code. A shareholder's (and thus also Ms Macapili Languille's) dependency would exist if a controlling agreement existed with the shareholder, the shareholder held an absolute majority of the voting rights or at least a sustainable majority at the Annual General Meeting. A voting share of 7% does not constitute a sustainable majority at the Annual General Meeting in favour of Mubadala Investment Company and, therefore, neither a conflict of interest that is not merely temporary, nor a dependency due to de facto majorities of voting rights, especially since the number of validly cast votes at past general meetings regularly amounted to significantly more than 40% of the share capital.

Dr Mario Polywka's cooling-off period as required by C.7 of the German Corporate Governance Code ended at the close of 2020. He is therefore considered to be independent. Following his assignment to the Management Board it is envisaged that Dr Mario Polywka will return to its Supervisory Board mandate in case he is re-elected at the AGM 2024. In this case, the Company will evaluate whether a new cooling-off period is to be considered.

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Dr Constanze Ulmer-Eilfort (lawyer at PSP, Munich) is independent. PSP Munich has no commercial relations with Evotec SE; there is no indication of any other circumstances that would result in her dependence.

Dr Elaine Sullivan (former CEO of Carrick Therapeutics Ltd.) is also independent. Evotec SE holds around 4.5% of the shares in Carrick Therapeutics Ltd. Evotec is not currently a material partner of Carrick Therapeutics Ltd. There is therefore no conflict of interests that could invalidate her independence, for two reasons: (1) Evotec SE's shareholder rights in Carrick Therapeutics Ltd. are exercised by the Management Board of Evotec SE, on its own responsibility in accordance with Section 76 (1) AktG; a Supervisory Board member has no influence, in particular over voting on shareholder resolutions for Carrick Therapeutics Ltd. (e.g. discharging board members of liability); (2) there is no cross-representation on decision-making bodies. There are also no other identifiable significant connections with members of the Company's Management Board via investments in other entities or organisations.

The members of the Supervisory Board attend any training courses if necessary for the performance of their duties of their own accord.

The Supervisory Board Chair coordinates the work of the Supervisory Board and represents the Supervisory Board externally. The Supervisory Board Chair is available to shareholders to discuss topics specific to the Supervisory Board. In February 2023 the Supervisory Board Chair together with the Head of Global IR & ESG, the Global Head of HR and the Global Head of Legal & Compliance of the Company conducted a Governance Roadshow where several investors and proxy advisors were met in individual virtual meetings. In these meetings, the Chairperson provided a strategic outlook and an overview on topics relevant for the Supervisory Board and ESG related focus areas. In addition, the revised Management Board remuneration system was explained to collect the investors' and proxy advisors' feedback prior to seeking approval of the Company's remuneration report at the Annual General Meeting. The next Governance Roadshow was conducted in January and February 2024.

Responsibilities

The Supervisory Board appoints and dismisses the members of the Management Board and advises and supervises the Management Board on the management of the Company. Regular discussions take place between the Management Board and Supervisory Board, which both parties ensure remain confidential. The Supervisory Board, in particular the Supervisory Board Chair, are in regular contact with the Management Board. The Management Board reported to the Supervisory Board in numerous conference calls, which were arranged as needed, and provided ongoing written and oral reports and information in the form of detailed analysis of the Company's operating business and other topics such as strategy, planning, risk management and compliance management systems.

In line with recommendation D.7 of the Code, the Supervisory Board met regularly for the scheduled Supervisory Board meetings without the Management Board.

The Supervisory Board also plays a significant role in fundamental decisions. The fundamental decisions that the Supervisory Board has defined as requiring its prior approval consist primarily of the following:

• Matters requiring the approval of the Supervisory Board under company law;
• the Company's strategic and operational policies;
• the inclusion of sustainability targets in the strategic and operational policies;

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• the annual budget targets and material differences from resolutions;
• material changes in the development pipeline;
• investment outside the course of normal business in excess of €5 million, including in-licensing;
• establishment and acquisition of companies or material changes to the Group structure by either +/- 5% change in ownership or the change of control over an entity;
• contracts outside the normal course of business that differ significantly from the normal risk structure;
• out-licensingwith a total value in excess of €300 million;
• the making of loans and the provision of guarantees, pledges, bonds or other collateral;
• the purchase or sale of land and
• the establishment of new business operations or material changes to existing business operations

The articles of association provide for Supervisory Board resolutions to be adopted in meetings as a rule. However, meetings may be held and resolutions adopted in writing, by phone, or by means of electronic or other communications technologies, if the Supervisory Board Chair so decides in any specific case. The articles of association also stipulate that the Supervisory Board is quorate when more than half its members take part in the resolution in person or by voting in writing or any other permissible form. Otherwise, the Supervisory Board is to be convened again, with a period of two weeks between the date of the invitation and the meeting. The Supervisory Board is then quorate when at least three members take part in the resolution. Absent members can take part in the Supervisory Board resolution by casting their vote in writing. Supervisory Board resolutions are passed by a simple majority of votes cast. The Supervisory Board has also adopted Rules of Procedure (https://www.evotec.com/de/sustainability/governance).

It is ensured that every Supervisory Board member has sufficient time for the exercise of their duties. None of the Supervisory Board members has a seat on more than five supervisory boards of publicly listed entities outside the Group. Equally, none of the Supervisory Board members with a seat on the management board of a publicly listed entity holds more than two supervisory board seats on publicly listed entities within the Group or has comparable functions, nor chairs the supervisory board of any publicly listed entity outside the Group.

The Supervisory Board was informed about one potential conflict of interest among one of its members in the course of 2023, when the Supervisory Board discussed Evotec's shareholding in Exscientia where Dr Mario Polywka serves as a non-executive Board member.

The Supervisory Board Report, which is part of the Annual Report, provides a summary of its work and is published in the on the Company's website under https://www.evotec.com/en/sustainability/governance.

Board seats held by Supervisory Board members and transactions with related parties are listed on page 125 of the Annual Report 2023.

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Work in the Supervisory Board committees conforms to the German Corporate Governance Code

A significant proportion of the Supervisory Board's work is conducted in committees. Pursuant to the German Stock Corporation Act and the recommendations of the German Corporate Governance Code, Evotec's Supervisory Board has established an Audit & Compliance Committee as well as a Remuneration and Nomination Committee and

- newly established in 2022 - an ESG Committee from among its members.

Evotec's Audit & Compliance Committee, comprising three members, supports the Supervisory Board in independently monitoring the Company's financial reporting activities and in auditing reports. In particular, the Audit & Compliance Committee reviews the Company's accounting processes, the effectiveness of the internal control system and the audit of the financial statements. In addition, it discusses the quarterly and half-year reports with the Management Board as well as its risk management and compliance management systems. Within the scope of the audit of the financial statements commissioned by the Supervisory Board, the Audit & Compliance Committee also reviews possible transactions with related parties. Moreover, the Audit & Compliance Committee also discusses certain steps and procedures of the audit with the appointed auditing firm, including the auditors' independence, quality, the additional services rendered by the auditor, the issuing of the audit mandate to the auditing firm, the determination of auditing focal points, the fee agreement and compliance issues. The Audit & Compliance Committee exchanges information regularly with the auditor as part of the preparation and implementation of the audit without the Management Board.

The members of the Audit Committee possess the required skills and experience. As a Chief Financial Officer, the Audit Committee's Chairman Roland Sackers is not only independent, but also has the required specialist knowledge and experience in the application of accounting principles, internal control- and risk management processes and audit, including sustainability reporting and its audit and assurance. Roland Sackers' expertise in the field of auditing includes special knowledge and experience in the auditing of financial statements. In addition, as former and temporarily new member of the Management Board of Evotec, Dr Mario Polywka has expertise in the field of accounting, internal control and risk management systems. Following Dr Mario Polywka's assignment as interim CEO in January 2024, Camilla Macapili Languille has joined the Audit and Compliance Committee. As per her role in Mubadala Investment Company and her professional background, Camilla Macapili Languille has also expertise in the field of accounting, internal control and risk management systems. Neither the Chairman of the Supervisory Board nor a former member of the Management Board may become Chairman of the Audit and Compliance Committee. Evotec's Audit and Compliance Committee Charter

can be found on the Company's website under https://www.evotec.com/en/sustainability/governance.

The main duties and responsibilities of the Company's Remuneration and Nomination Committee are to prepare the appointment of Management Board members and to prepare recommendations concerning their remuneration system and Share Performance Plan. The Remuneration and Nomination Committee also prepares the succession planning for both Management Board and Supervisory Board. Final decisions are made by the full Supervisory Board. The Articles of the Remuneration and Nomination Committee can be

viewed on the Company's website under the link https://www.evotec.com/en/sustainability/governance.

Considering the increased importance of Environmental, Social and Governance (ESG) aspects in a corporate and global environment, Evotec's Supervisory Board has formed an ESG Committee in 2022. The ESG Committee consists of three members from the

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