Evotec : Articles of Association (10 June 2024) 150.709 KB

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A r t i c l e s o f A s s o c i a t i o n

of Evotec SE

I.

General Provisions

§ 1

Company and Registered Office

1. The name of the Company shall be: Evotec SE.
2. The registered office of the Company shall be in Hamburg.

§ 2

Object of the Company

1. The object of the Company shall be research activities in the field of bio- logically functional synthetic, semi-synthetic, and natural active agents with chemical and molecular biological processes including their link with other areas of activity, in particular also the information-technology, the development, the manufacture and the sales and distribution of bio- technological, chemical, pharmaceutical and diagnostic products and processes, software and technical equipment, including the granting of li- cences, the development of evolutionary processes of optimisation as well as the provision of services connected with this.
2. The Company may enter into all transactions suitable for directly or indi- rectly promoting the Company's purpose. In particular, the Company may establish, take over, represent or acquire participations in other compa- nies of the same or similar category. The Company may pursue its object in whole or in part through subsidiaries and associated companies.

§ 3

Duration and Fiscal Year

1. The Company is founded for an indefinite period of time.
2. The fiscal year shall be the calendar year.

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§ 4

Public Announcements

1. The public announcements of the Company shall be published in the
   Federal Gazette ("Bundesanzeiger").
2. Information to the holders of securities of the Company, which are admit- ted to trading may, with their approval, also be provided to them via re- mote data transmission.

II.

Share Capital and Shares

§ 5

Share Capital and Shares

1. The share capital of the Company amounts to € 177,185,736.00.
2. The share capital is divided into 177,185,736 no-par value bearer shares.
3. In case of capital increase, the level of profit participation of the new shares may be determined in deviation from section 60 of the German Stock Corporation Act.
4. The shares are made out to the bearer. The form of the shares and the dividend and renewal coupons shall be determined by the Management Board with the approval of the Supervisory Board. Global certificates may be issued. Shareholders are not entitled to claim individual share certifi- cates or to claim the issuance of dividend and renewal coupons where this is permitted by law and unless certification is necessary according to the rules of a stock exchange on which the shares are listed for trade.
5. The Management Board is authorised to increase the share capital of the Company by up to € 35,437,147.00 by 09 June 2029, with the consent of the Supervisory Board, by issuing at one time or multiple times up to a to- tal of 35,437,147 new ordinary bearer shares without par value (no-par value shares) (Authorised Capital 2024). The shareholders are generally entitled to a subscription right. The new shares can also be taken over by one or several credit institutions subject to the obligation that the shares will be offered to shareholders for purchase.
   The Management Board, with the consent of the Supervisory Board, is authorised to exclude the subscription right of shareholders one time, or several times:
6. 1. to the extent required, in order to exclude possible fractional amounts from the subscription right of shareholders;

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1. to the extent required, in order to grant holders of options or con- version rights and/or obligations resulting from options or converti- ble bonds a subscription right for new shares at a level to which they would be entitled as a shareholder after exercising the option and/or conversion right or meeting the conversion obligation;
2. to the extent that the new shares are issued in return for cash con- tributions and the proportional share of the share capital attributa- ble to the shares to be newly issued does not in the aggregate ex- ceed the amount of a total of 10% of the share capital existing at the time of effectiveness and at the time of the first exercise of this authorisation for the exclusion of the subscription right (the "Maxi- mum Amount"), and the issue price of the new shares is not signif- icantly below the market price of the existing listed shares of the Company at the time of the final determination of the issue price;
3. in the event of a capital increase against cash contributions, inso- far as the new shares are placed on a foreign stock exchange in the course of a stock exchange listing;
4. to the extent the new shares are issued in return for contributions in kind, in particular in the form of companies, parts of companies, shareholdings in companies, licences or receivables.

The shares issued under the above authorisations to exclude subscription rights are limited to an amount not exceeding 10% of the share capi- tal, neither at the time this authorisation becomes effective either at the time this authorization takes effect or at the time of the first utilization of this authorisation. Counted towards the aforementioned limit are treasury shares sold with the exclusion of subscription rights during the period of this authorisation until new shares without subscription rights are issued, and those shares that are issued or will be issued for the purpose of servicing financial instruments with conversion and/or option rights and/or conversion and/or option obligations, insofar as the financial instruments are issued with the exclusion of subscription rights during the period of this authorisation until new shares without subscription rights are issued. If and to the extent that the Annual General Meeting, after the exercise of an authorisation to exclude subscription rights which was counted towards the 10% limit referred to above, renews such authorisation to exclude subscription rights, such exercise is no longer counted.

Counted towards the Maximum Amount mentioned above is the share capital attributable to shares that are issued or will be issued for the purpose of servicing convertible and/or warrant-linked bonds that will be issued after 20 June 2023 in analogous application of section 186 para 3 sentence 4 AktG with the exclusion of subscription rights, or which will be

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sold after 10 June 2024 in analogous application of section 186 para 3 sentence 4 AktG.

An exercise is no longer counted to the extent that authorisations to issue convertible and/or warrant-linked bonds according to sections 221 para 4 sentence 2, section 186 para 3 sentence 4 AktG, or for the sale of treasury shares according to sections 71 para 1 no. 8, section 186 para 3 sentence 4 AktG, after an exercise of such authorisations which was count- ed, are renewed by the Annual General Meeting.

The Management Board is authorised, with the consent of the Supervisory Board, to determine the further details of the increase in capital and the conditions of the issuance of shares.

1. The share capital of the company is increased by up to € 1,200,000.00 through the issue of up to 1,200,000 new bearer shares of the company with no nominal value (no-par-value shares). The contingent capital serves to fulfil subscription rights that were issued and exercised based on the authorisation decided by the General Meeting on 16 June 2020 under agenda item 6 a). The contingent capital increase will only take place to the extent that holders of subscription rights actually make use of their right to subscribe to company shares. The issue of shares takes place at the exercise price determined according to agenda item 6 a) sub-paragraph 8 of the General Meeting resolution of 16 June 2020 as the issue amount; Section 9, para. 1 AktG remains unaffected. The new shares are entitled to dividends for the first time for the financial year for which, at the time of their issue, no General Meeting resolution as to the appropriation of the net income has taken place. The management board of the company, or insofar as the members of the management affected, the Supervisory Board is authorised to determine further details of the contingent capital increase and its implementation. The Supervisory Board is further authorised to alter section 5 of the Articles of Association in line with the respective implementation of the capital increase, as well as after expiry of the authorisation or after expiry of the deadline set for exercising the option rights.
2. The share capital of the Company is increased by up to € 6,000,000.00 through the issue of up to 6,000,000 new ordinary bearer shares of the Company. The conditional capital serves to fulfil subscription rights under the Company's Share Performance Plan 2022 of the Company to mem- bers of the Management Board executives and employees, based on the authorisation resolved by the Annual General Meeting on June 22, 2022, under agenda item 7 a). The contingent capital increase will only take place to the extent that holders of subscription rights actually make use of their right to subscribe to company shares. The issue of shares takes place at the exercise price determined according to agenda item 7 a) sub-paragraph 8 of the General Meeting resolution of 22 June 2022 as the issue amount; Section 9, para. 1 AktG remains unaffected. The new

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shares are entitled to dividends for the first time for the financial year for which, at the time of their issue, no General Meeting resolution as to the appropriation of the net income has taken place. The manage-ment board of the company, or insofar as the members of the manage-ment affected, the Supervisory Board is authorised to determine further details of the contingent capital increase and its implementation. The Supervisory Board is further authorised to alter section 5 of the Articles of Association in line with the respective implementation of the capital in- crease, as well as after expiry of the authorisation or after expiry of the deadline set for exercising the option rights.

1. (omitted)
2. (omitted)

(10) The Company's share capital is conditionally increased by up to

• 35,390,530.00 through the issue of up to 35,390,530 new common bearer shares without nominal value (no-par value shares) with a propor- tionate amount of € 1.00 of the share capital attributable to each no-par value share. The contingent capital increase serves to issue no-par value bearer shares to the owners or creditors of convertible bonds and/or war- rant-linked bonds, participation rights and/or income bonds (or a combi- nation of such instruments) that are issued by Evotec SE or its directly or indirectly associated companies against cash contribution on the basis of

the authorisation resolved by the Annual General Meeting on 20 June 2023 under agenda item 5, and grant a conversion or option right to new no-par value shares of the Company or designate a conversion obligation.

The new no-par value bearer shares from the contingent capital may only be issued at a conversion or option price that corresponds to the requirements in the authorisation resolved by the Annual General Meeting on 20 June 2023 under agenda item 5.

The contingent capital increase shall only be carried out to the extent that option or conversion rights are utilised, or the owners or creditors obligated to convert carry out their duty of conversion, and to the extent that no treasury shares or new shares from an exploitation of authorised capital are utilised for servicing. The new no-par value bearer shares shall participate in profit from the start of the fiscal year in which they are issued through the exercise of option or conversion rights or the performance of conversion obligations. The Management Board is authorised to define the further details of the contingent capital increase and its im- plementation.

The Supervisory Board is authorised to adjust § 5 of the Articles of Association in accordance with the respective issue of the new no-par value bearer shares and to carry out all other related adjustments of the Arti-

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cles of Association that concern only the form. This also applies analogously if the authority to issue option or conversion obligations is not exercised by the expiry of the authorisation period, or if the contingent capital is not exploited by the expiry of the deadlines for exercising option and conversion rights or for fulfilling conversion or option obligations.

1. The share capital of the Company is conditionally increased by up to
2. • 378,224.00 through the issue of up to 378,224 new ordinary bearer shares of the Company without par value (no-par value shares). The conditional capital serves the fulfilment of subscription rights that have been issued based on the authorisation resolved by the Annual General Meeting on 9 June 2015 under agenda item 6, letter a) and have been exercised. The conditional capital increase only occurs to the extent that holders of subscription rights make use of their subscription rights for the purchase of shares of the Company. The issue of shares occurs at the exercise price determined pursuant to agenda item 6, letter a), subpara- graph 8 of the Annual General Meeting resolution of 09 June 2015 as is- sue price; section 9 para 1 AktG remains unaffected. The new shares are entitled to dividends for the first time for the fiscal year for which, at the time of their issue, no resolution of the Annual General Meeting for the appropriation of the distributable profit (Bilanzgewinn) has been adopted yet. The Supervisory Board is authorised to determine further details of the conditional capital increase and its implementation. The Supervisory Board is further authorised to amend § 5 of the Articles of Association in line with the respective implementation of the capital increase, as well as after expiry of the authorisation or after expiry of the deadline set for ex- ercising the option rights.
3. The share capital of the Company is conditionally increased by up to
4. • 4,962,269.00 through the issue of up to 4,962,269 new ordinary bearer shares of the Company without par value (no-par value shares). The conditional capital serves to fulfil subscription rights that have been is- sued based on the authorisation resolved by the Annual General Meeting on 14 June 2017 under agenda item 8 letter a) and have been exercised. The conditional capital increase only occurs to the extent that holders of subscription rights make use of their subscription rights for the purchase of shares of the Company. The issue of shares takes place at the exer- cise price determined according to agenda item 8 a) subparagraph (8) of the Annual General Meeting resolution of 14 June 2017 as the issue price; section 9 para 1 AktG remains unaffected. The new shares are en- titled to dividends for the first time for the fiscal year for which, at the time of their issue, no resolution of the Annual General Meeting for the appro- priation of the distributable profit (Bilanzgewinn) has been adopted yet. The Supervisory Board is authorised to determine further details of the conditional capital increase and its implementation. The Supervisory Board is further authorised to amend § 5 of the Articles of Association in line with the respective implementation of the capital increase, as well as

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after expiry of the authorisation or after expiry of the deadline set for exercising the option rights.

III.

Corporate bodies at the Company

§ 6

Two-tier board system

1. The Company shall have a two-tier management and supervisory board system, consisting of a management organ (Management Board) and a supervisory organ (Supervisory Board).
2. The Company shall have the following corporate bodies:
3. 1. The Management Board (management organ)
   2. The Supervisory Board (supervisory organ)
   3. The Annual General Meeting.

IV.

Management Board

1. • 7
     Composition
2. The Management Board shall comprise one person or several persons. The Supervisory Board determines the number of Management Board members. The appointment of deputy Management Board members is possible.
3. The appointment of ordinary and deputy members to the Management Board shall be for a period of up to five years.
4. The Supervisory Board may appoint a member of the Management Board as Chairman of the Management Board as well as further mem- bers of the Management Board as Deputy Chairmen.
5. The resolutions of the Management Board shall be passed by simple ma- jority if not otherwise stipulated by law or the rules of procedure of the Management Board. Should a Chairman of the Management Board be appointed, his vote shall be decisive in the event of a parity of votes.

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1. The Management Board shall determine its own rules of procedure if the Supervisory Board does not decree rules of procedure for the Manage- ment Board.

1. • 8
     Representation and Management
2. If only one member of the Management Board is appointed, he shall rep- resent the Company alone. If several Management Board members are appointed, the Company shall be legally represented by two members of the Management Board or by one member of the Management Board acting jointly with a together with a holder of general commercial power of attorney (Prokurist).
3. The Supervisory Board may grant Management Board members the right to solely represent the Company. It may also grant Management Board members the right of representing the Company also in such legal trans- actions as may be undertaken with or against such members of the Man- agement Board in their capacity as representatives of a third party. Sec- tion 112 AktG shall remain unaffected.
4. The following types of transactions may only be engaged in with the ap- proval of the Supervisory Board:
5. 1. Acquisition, disposal or liquidation of business entities, interests in business entities or parts of business entities, provided the value involved in an individual case (including liabilities taken on) ex- ceeds a value to be specified by the Supervisory Board in the rules of procedure for the Management Board;
   2. Entering into intercompany agreements as defined under sec- tion 291 and section 292 AktG;
   3. Expanding into new business segments or changing or discontinu- ing existing business segments where the measure involved is of material importance for the Group; the Supervisory Board shall specify the criteria for what constitutes 'material importance' in the rules of procedure for the Management Board.
6. The Supervisory Board may stipulate in the rules of procedure for the Management Board that further specific types of transactions may only be undertaken with its approval. In addition, the Supervisory Board may also decide to make other specific types of transactions subject to its ap- proval at any time.

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V.

Supervisory Board

§ 9

Composition and Term of Office

1. The Supervisory Board of the Company consists of 6 members.
2. If not otherwise specified in the resolution of the Annual General Meeting, Supervisory Board members who are elected to the Supervisory Board for the first time are appointed for two years. Supervisory Board mem- bers who are already members of the Supervisory Board should be elected for three years. Re-election to the Supervisory Board is possible.
3. For all members of the Supervisory Board, one or more substitute mem- bers may be appointed by the Annual General Meeting who shall be- come members of the Supervisory Board in the order of their appoint- ment as soon as a member of the Supervisory Board quits his position in the Supervisory Board before the expiration of his term of office. This shall not apply if the Annual General Meeting elects a successor prior to the departure of the member of the Supervisory Board. The substitute member shall assume the position of the departing member for the dura- tion of the remaining term, however, for a maximum period lasting until the end of the Annual General Meeting in which a new election is held for the departing member.
4. If a member of the Supervisory Board is elected to replace a member departing before the expiry of the latter member's term of office, the rele- vant term of office of the replacement member shall last for the remaining term of office of the departing member.
5. Every member of the Supervisory Board and every substitute member may resign from his position with a four-week notice period and without having to state specific reasons for doing so, through written declaration addressed to the Chairman of the Supervisory Board or - in the event that the Chairman of the Supervisory Board is himself resigning - to his deputy. If for good cause, the resignation may take effect immediately.

1. • 10
     Chairman, Vice Chairman
2. The Supervisory Board elects a chairman and one or more deputies from among its members. The election takes place for the term of office of the Supervisory Board member to be elected. It takes place immediately af- ter the Annual General Meeting that has newly elected all or some of the shareholder members in a meeting that is held without special notice if the Supervisory Board does not have a chairman or deputy chairman at

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the end of the Annual General Meeting. In the election of the chairman, the deputy chairman or, if there is no deputy chairman, the oldest Supervisory Board member in terms of age shall chair the meeting. If the Chairman or Deputy Chairman resigns from office before the end of their term of office, the Supervisory Board must immediately hold a by-election for the remaining term of office of the resigning member.

1. Declarations of the Supervisory Board and its committees shall be made by the Chairman or the Vice Chairman on behalf of the Supervisory Board. The Chairman the Vice Chairman shall also have the right to re- ceive specific declarations on behalf of the Supervisory Board.

§ 11

Internal Order and Adoption of Resolutions

1. The Chairman or the Vice Chairman in case of the incapacitation of the Chairman shall convene the meetings of the Supervisory Board by giving two weeks' notice stating the place and time of the meeting. The notice shall be sent in writing, by telephone, telegraphically, fax or through other means of electronic communication to the address last disclosed in writ- ing to the Management Board. The agenda shall be disclosed along with the notice. The individual items of the agenda shall be precisely specified in such a way that absentees are able to utilise their right of commenting in writing. The Chairman may shorten the notice period to up to three days in urgent cases if it is proven that the notice has been received by all members of the Supervisory Board.
2. The resolutions of the Supervisory Board shall be usually adopted in meetings. However, meetings and the adoption of resolutions are also permitted in writing, by telephone, telegraphically, by fax or through other means of electronic communication, if so determined by the Chairman of the Supervisory in individual cases. Combined resolutions, whereby a portion of the votes are submitted orally or by means of electronic com- munication, are also permitted.
3. The Supervisory Board shall be deemed to constitute a quorum if at least half of its members, as statutorily required, participate in the adoption of a resolution in person or in writing or by voting through other permissible means. Any member who abstains from voting on the resolution is deemed to have participated.
4. Resolutions of the Supervisory Board shall be adopted with a simple ma- jority of the votes cast. In case of a parity of votes, the vote of the Chair- man in the relevant meeting shall be decisive - also in elections.
5. Statements and declarations made and received by the Supervisory Board in order to implement the resolutions it has passed, and other Su-