Evotec : Remuneration report 2023 on agenda item 5,

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.

1. 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 follow- on 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.

1. 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.

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1. 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.

1. Overview of main remuneration components

The remuneration of Management Board members is made up of a fixed basic salary, a short- term 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:

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"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 long- term 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 long- term 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.

1. Non-performance-relatedfixed 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

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

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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:

				Basic salary 2023		Basic salary 2022
Executive Board member		Function		(in € k)		(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.

								Retirement pension							Car allowance							Travel expense							Other
Executive Board member		Function						contributions (in € k)							(in € k)							allowance (in € k)							(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
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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 amountis 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.

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

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

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.

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The following graph shows how the bonus payment factor works:

Bonus target achievement for 2022 was as follows:

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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		30 %
precision medicine
Build new joint alliances using the components of Action Plan 2025 (e.g., iPSC, PanOmics	>€ 100 million upfront from BMS Neuro Partnership and	10 %	100 %
& PanHunter, …) (>€100 million technical value)	Sandoz plus significant milestones and royalty prospects
Just - Evotec Biologics path to profitability relative to AP 2025 (<€ 15 million loss in 2023)	Q4 2023 close to profitability, enables a forecast/budget	10 %	100 %
2024 that achieves profitability as planned
Clarification of the global qualitative leadership position within end-to-end R&D (customer	93 % customer retention rate	10 %	100 %
loyalty and sales quality)
ESG: Develop people, the Company and Best of Governance Sustainability,		20 %
Leadership and Entrepreneurship
Implementation of the SBTi initiative at all sites and investment of 1% of turnover to achieve	SBTi implemented at all sites, including investment of 1%	5 %	100 %
the SBTi targets	of sales to achieve SBTi targets
Conduct an employee survey by mid-2023. Define and communicate the resulting targets	Employee survey conducted and results communicated.	10 %	100 %
for 2024f

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		Cap based on maximum target		(corresponds to total target		Bonus payment
		achievement		achievement		achievement1		achievement)		amount 2022
				in % of basic					in % of basic				in % of basic						in % of basic
Executive Board Member		in k €		salary		in k €			salary		in k €		salary		in %		in k €			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								Target based on 100% target								Cap based on maximum target								(corresponds to total target									Bonus payment
		achievement								achievement 1								achievement1								achievement)									amount 2023 2
									in % of basic															in % of basic															in % of basic																			in % of basic
Executive Board Member		in k €							salary								in k €							salary								in k €							salary								in %									in k €			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.

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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).

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