Evotec : Convening and Agenda of the Annual General Meeting,

Minimum information pursuant to section 125 para. 1 German Stock Corporation Act (AktG) in connection with section 125 para. 5 AktG, article 4 para. 1 and table 3 blocks A to C of the annex to Implementing Regulation (EU) 2018/1212

	Type of Information		Description
		A. Specification of the message
1.	Unique identifier of the event		EVT062024oHV
2.	Type of message		Meeting notice of a general meeting
			[format pursuant to Implementing Regulation (EU) 2018/1212:
			NEWM]
		B. Specification of the issuer
1.	ISIN		DE0005664809
2.	Name of issuer		Evotec SE
		C. Specification of the meeting
1.	Date of the general meeting		10.06.2024
			[format pursuant to Implementing Regulation (EU) 2018/1212:
			20240610]
2.	Time of the general meeting		10:00 hours (CEST)
			[format pursuant to Implementing Regulation (EU) 2018/1212:
			08:00 UTC]
3.	Type of the general meeting		Ordinary annual general meeting
			[format pursuant to Implementing Regulation (EU) 2018/1212:
			GMET]
4.	Location of the general meeting		CinemaxX Hamburg-Dammtor, Saal 1, Dammtordamm 1,
			20354 Hamburg, Germany
5.	Record Date		19.05.2024, 24:00 hrs. (CEST)
			[format pursuant to Implementing Regulation (EU) 2018/1212:
			20240519]
6.	Uniform Resource Locator (URL)		https://www.evotec.com/en/investor-relations/annual-general-
			meeting

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Evotec SE

Hamburg

- ISIN DE 000 566 480 9 -

- WKN 566 480 -

Unique identifier for the event: EVT062024oHV

We hereby invite our shareholders to attend the

Annual General Meeting 2024

to be held on

Monday, 10 June 2024, at 10.00 a.m. (CEST)

at

CinemaxX Hamburg-Dammtor

Room 1

Dammtordamm 1

20354 Hamburg

It is intended that the members of the Management Board and the Supervisory Board be present in person for the entire duration of the Annual General Meeting.

I. Agenda

The agenda and the proposed resolutions are as follows:

1. Presentation of the approved separate annual financial statements and the consolidated financial statements of Evotec SE as of 31 December 2023, as approved by the Supervisory Board, the management reports for Evotec SE and for the Group for the 2023 financial year, the report of the Supervisory Board for the 2023 financial year, and the explanatory report by the Management Board regarding this information pursuant to Sections 289a, 315a of the German Commercial Code (HGB) for the 2023 financial year

On 23 April 2023, the Supervisory Board approved the separate annual financial statements and the consolidated financial statements that had been prepared by the Management Board and thereby adopted them pursuant to Section 172 Sentence 1 of the German Stock Corporation Act (AktG). In accordance with the statutory provisions, no resolution will therefore be passed by the Annual General Meeting on this item of the agenda

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The above documents, the Remuneration Report 2023, and the Corporate Governance Declaration for the 2023 financial year are available online at https://www.evotec.com/en/investor-relations/annual-general-meetingfrom the time when the Annual General Meeting is convened, and can also be inspected there during the Annual General Meeting.

2. Resolution discharging the members of the Management Board of liability for the 2023 financial year

The Supervisory Board and the Management Board propose that all members of the Management Board holding office in the 2023 financial year, named below under sections 2.1 to 2.5 be granted discharge for this period.

1. Dr Werner Lanthaler
2. Dr Matthias Evers
3. Laetitia Rouxel
4. Dr Cord Dohrmann
5. Dr Craig Johnstone

It is intended to have the Annual General Meeting decide on the discharge of the members of the Board of Directors by means of an individual vote.

1. Resolution regarding formal approval of the actions of the members of the Supervisory Board for the 2023 financial year
   The Supervisory Board and the Management Board propose discharging all members of the Supervisory Board active in the 2023 financial year of liability for this financial year.
2. Resolution regarding the appointment of the auditor for the separate financial statements and the consolidated financial statements for the 2024 financial year, and the appointment of the auditor for any review of additional financial information during the year
   Based on the recommendation of the Audit Committee, the Supervisory Board proposes BDO AG Wirtschaftsprüfungsgesellschaft, Hamburg, as auditor of the consolidated financial statements for the 2024 financial year, and - to the extent that it is carried out - as auditor for the review of the condensed financial statements and the interim management report for the first half of the 2024 financial year, and of the interim financial information for the first and/or third quarter of the 2024 financial year, and/or for the first quarter of the 2025 financial year.
   The Audit Committee has stated that its recommendation is free of undue third- party influence and that no clause referred to in Article 16(6) of the EU Audit Regulation restricting the choice by the shareholders' general meeting has been imposed upon it (Regulation (EU) No 537/2014 of the European Parliament and of the Council of 16 April 2014 concerning specific requirements regarding the

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statutory audit of public-interest entities and repealing Commission Decision 2005/909/EC).

1. Resolution to approve the Remuneration Report 2023
   In accordance with Section 162 AktG, the Management Board and Supervisory Board must prepare a remuneration report and submit it to the Annual General Meeting for approval in accordance with Section 120a (4) AktG.
   Pursuant to Section 162 (3) AktG, the auditors audited the Remuneration Report for the 2023 financial year to ensure that it included the statutory disclosures required by Section 162 (1) and (2) AktG.
   The Management and Supervisory boards propose the approval of the Remuneration Report 2023 prepared and audited in accordance with Section 162 AktG.
   The Remuneration Report is reproduced after the agenda and is available on our website at https://www.evotec.com/en/investor-relations/annual-general-meetingfrom the date on which the Annual General Meeting is convened. The Remuneration Report will also be available there during the Annual General Meeting.
2. Resolution concerning the creation of new authorised capital with the possibility to exclude subscription rights and amendment of Article 5
   (5) of the Articles of Association (Authorised Capital 2024)

By resolution of the Annual General Meeting on 22 June 2022, the Company's Management Board was authorised until 21 June 2025, subject to Supervisory Board consent, to increase the Company's share capital by up to EUR 35,321,639.00 by issuing a total of up to 35,321,639 new no-par value ordinary bearer shares against cash capital contributions and/or non-cash capital contributions on one or more occasions (Authorised Capital 2022).

New, increased authorised capital is to be created in order to enable the Company to rapidly and flexibly adjust its equity base to meet future requirements.

For this reason, the Management and Supervisory boards propose the following resolution:

With the cancellation of the existing authorisation of the Management Board to increase capital pursuant to Article 5 (5) of the Articles of Association (Authorised Capital 2022), new authorised capital ("Authorised Capital 2024") is to be created by amending Article 5 (5) of the Articles of Association as follows with effect from the date of entry of the amendment to the Articles of Association approved by resolution herewith in the commercial register of the Hamburg District Court:

"(5) The Company's Management Board shall be authorised until 9 June 2029, subject to Supervisory Board consent, to increase the Company's share capital by up to EUR 35,437,147.00 by issuing a total of up to

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35,437,147 new no-par value ordinary bearer shares against cash capital contributions and/or non-cash capital contributions on one or more occasions (Authorised Capital 2024). In principle, shareholders shall be entitled to a subscription right. The new shares can also be underwritten by one or several credit institutions subject to the obligation that the shares be offered to shareholders for purchase.

The Management Board shall be authorised to exclude shareholders' subscription rights on one or more occasions subject to Supervisory Board consent:

1. to the extent necessary to exclude any fractional amounts from shareholders' subscription rights;
2. to the extent necessary to grant the holders of warrant or conversion rights or obligations from bonds with warrants or convertible bonds a subscription right to new shares to the extent to which they would be entitled as shareholders after exercising the warrant or conversion right or fulfilling the conversion obligation;
3. insofar as the new shares are issued against cash capital contributions and the total pro rata amount of the share capital attributable to the new shares to be issued does not exceed a total of 10 % of the share capital existing at the time this authorisation to exclude subscription rights (the "maximum amount") becomes effective and at the time this authorisation is exercised for the first time, and the issue price of the new shares is not significantly lower than the stock market price of the Company's shares of the same class already listed at the time when the issue price is finally determined;
4. in the event of a capital increase against cash capital contributions, insofar as the new shares are placed on a foreign stock exchange in the course of an IPO;
5. insofar as the new shares are issued in return for non-cash capital contributions, in particular in the form of companies, parts of companies, interests in companies, licence rights, or receivables.

The shares issued under the above authorisations to exclude subscription rights shall be limited to a total amount that shall not exceed 10 % of the share capital, either at the time this authorisation comes into effect or at the time when this authorisation is exercised for the first time. The aforementioned limit shall include treasury shares that are sold excluding subscription rights during the term of this authorisation until the issue of new shares without subscription rights, as well as those shares that are to be issued to service financial instruments with conversion and/or warrant rights, or conversion and/or warrant obligations, provided that the financial instruments were issued during the term of this authorisation until the issue of new shares without subscription rights and excluding shareholders' subscription rights. If and to the extent that the Shareholders' General Meeting, after exercising an authorisation to exclude subscription rights that has led to

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offsetting against the aforementioned 10 % limit, grants this authorisation to exclude subscription rights again in compliance with statutory provisions, the offsetting that has taken place shall no longer apply.

The share capital attributable to those shares that are issued or are to be issued to service convertible bonds and/or bonds with warrants that are issued after 20 June 2023 in corresponding application of Section 186 (3) Sentence 4 AktG with the exclusion of subscription rights, or that are sold after 10 June 2024 in corresponding application of Section 186 (3) Sentence 4 AktG, shall be offset against the aforementioned maximum amount.

Any offsetting that has taken place shall not apply if authorisations to issue convertible bonds and/or bonds with warrants pursuant to Section 221 (4) Sentence 2, Section 186 (3) Sentence 4 AktG, or to sell treasury shares pursuant to Section 71 (1) No. 8, Section 186 (3) Sentence 4 AktG, are granted again by the Shareholders' General Meeting in compliance with statutory provisions after such authorisations that led to offsetting have been exercised.

The Management Board shall be authorised, subject to Supervisory Board consent, to determine the further details of the capital increase and the conditions of the share issue.

7. Resolution on amendments to the Articles of Association to adjust the terms of office, the requirements for the election of the Chairman of the Supervisory Board and his deputy and the remuneration of the Supervisory Board

7.1. Terms of office of the Supervisory Board members

In order to take account of the Company's continued growth and its specified offerings and operational activities, a decision was taken to update the competencies within the Supervisory Board following the elections at the 2024 Annual General Meeting. Furthermore, it is planned to shorten the standard five-year term of office and to stagger the terms of office of Supervisory Board members (so-called staggered board). This is to take place in such a way that new Supervisory Board members will initially be elected for a term of office of two years, while re-elected Supervisory Board members should be elected for a three-year term of office. Moreover, the Supervisory Board has set a maximum term of office of twelve years as the standard limit for membership of the Supervisory Board.

For this reason, the Management and Supervisory boards propose the following resolution:

Article 9 (2) of the Articles of Association (composition and term of office) is to be amended and reworded as follows:

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"Article 9 Composition and term of office

1. The appointment of Supervisory Board members shall be for two years for Supervisory Board members who are elected to the Supervisory Board for the first time, unless the resolution of the Annual General Meeting concerning the appointment stipulates otherwise. Supervisory Board members who are already members of the Supervisory Board shall be elected for three years. Re-election of the Supervisory Board shall be possible".

7.2. Election of the Chairman of the Supervisory Board and his deputy

As the terms of office of all Supervisory Board members do not necessarily begin and end at the same time as a result of the adjustment of the terms of office of the Supervisory Board members proposed under agenda item 7.1, it is necessary to adjust the requirements for the election of the Chairman and his/her deputy(s) contained in Article 10 of the Articles of Association.

The Executive Board and Supervisory Board therefore propose the following resolution:

• Section 10 (1) of the Articles of Association (Chairman, Deputy Chairman) is amended and reworded as follows:

"§ 10

Chairman, Deputy Chairman

1. The Supervisory Board shall elect a Chairman and one or more Deputy Chairmen from among its members. The election shall be for the term of office of the Supervisory Board member to be elected. It shall take place immediately after the Annual General Meeting that has newly elected all or some of the members of the shareholders in a meeting that is held without special notice, provided that the Supervisory Board has no Chairman or Deputy Chairman at 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 his deputy resigns from office before the end of the term of office, the Supervisory Board must immediately hold a by-election for the remaining term of office of the resigning member."

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7.3. Supervisory Board remuneration

The personal demands made in terms of time commitment and qualifications of the Supervisory Board members, particularly of the Chair of the Supervisory Board, have risen significantly in the past. Evotec SE expects this trend to continue in the future. This trend is accompanied by a growing risk exposure on the part of Supervisory Board members and by greater liability risk. In order to continue to be well positioned in the context of international competition for top-class Supervisory Board candidates who fulfil the requirements profile of Evotec SE, the remuneration of Supervisory Board members should increase starting with the Company's 2024 financial year, by partly amending Section 13 of the Articles of Association. Moreover, the different workloads borne by the Supervisory Board and its committees are to be taken into greater consideration in future. To determine the level of Supervisory Board remuneration, the Supervisory Board based itself below the median of the comparison group (MDAX). The system underlying the remuneration of the Supervisory Board is to be adjusted accordingly.

The Management and Supervisory boards propose the following resolution:

1. Article 13 (1) to (3) of the Articles of Association (Remuneration) is to be amended and reworded as follows:

"Article 13

Remuneration

1. In addition to the reimbursement of their documented expenses and any value added tax payable on their remuneration and expenses, the members of the Supervisory Board shall receive fixed remuneration for each financial year, starting with the 2024 financial year, in accordance with the following provisions.
2. The fixed annual remuneration payable after the end of the financial year shall amount to € 65,000.00 per ordinary member of the Supervisory Board. The Chair of the Supervisory Board shall receive annual fixed remuneration of € 125,000.00 and the Deputy Chair of the Supervisory Board shall receive annual fixed remuneration of € 105,000.00.
3. Members of Supervisory Board committees shall receive annual fixed remuneration of € 15,000.00 per committee membership in addition to their fixed remuneration in accordance with paragraph (1); the chair of a committee shall receive € 30,000.00. The above amounts for committee memberships assume that the relevant committee has met during the financial year. The additional committee remuneration shall be payable together with the Supervisory Board remuneration in accordance with paragraph (2)."

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1. The remuneration system for the members of the Supervisory Board set out below under "Description of the remuneration system for the members of the Supervisory Board (item 7.3. of the agenda)", including the amended Section 13 of the Articles of Association reproduced there, is adopted in accordance with Section 113 (3) AktG.

8. Resolution concerning new elections to the Supervisory Board

The term of office of all Supervisory Board members ends as of the conclusion of the Annual General Meeting of Evotec SE to be held on 10 June 2024. As a consequence, a new election of Supervisory Board members by the Annual General Meeting is required.

Pursuant to Article 40 (2), (3) of Council Regulation (EC) No. 2157/2001 of 8 October 2001 on the Statute for a European company (SE Regulation), Section 17 of the German SE Implementation Act (SEAG), Section 21 of the German SE Employee Participation Act (SEBG), Section 20.1 of the "Agreement between the Special Negotiating Body of the employees of Evotec AG and its subsidiaries and Evotec AG concerning the participation of employees in Evotec SE", and Article 9 (1) of the Articles of Association, the Supervisory Board of Evotec SE is to consist of six members who are to be elected by the Annual General Meeting without being bound by nominations.

The Supervisory Board of Evotec SE has defined specific objectives for its composition and has compiled a corresponding profile of skills and expertise that reflects the Company's specific situation. These are to be observed when nominations to the Supervisory Board are submitted to the Annual General Meeting. The objectives provide for the majority of Supervisory Board members to possess national and international experience in the areas of (i) research and development, (ii) finance, capital markets, law, and corporate governance, (iii) marketing, sales, and operational activities, taking into account the Company's specific situation, (iv) (public) healthcare, and (v) sustainability. In order to take account of the Company's continued growth and its specified offerings and operational activities, a decision was taken to update the competency profile within the Supervisory Board with the elections at the 2024 Annual General Meeting, including with regard to biologics, digitalisation, IT and cyber security. The updated profile of skills and expertise will be available from the date of the announcement of the convening of the Annual General Meeting in the Corporate Governance Declaration 2023 on the Internet and can also be viewed there during the Annual General Meeting.

Moreover, potential conflicts of interest on the part of candidates for the Supervisory Board are to be avoided by way of careful review as early as the selection stage. Furthermore, the Supervisory Board should ensure that potential candidates do not exceed 72 years of age when they are nominated. Appropriate participation by women is also envisaged. In accordance with Article 9 (1) lit. c) SE Regulation, Section 111 (5) Sentence 1 AktG, the Supervisory Board has set the target for the proportion of women on the Supervisory Board of Evotec SE at 30 %. Moreover, the Supervisory Board has

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defined a maximum term of office of twelve years as the regular upper limit for membership of the Supervisory Board. However, the Annual General Meeting may diverge from this in its resolution. The Supervisory Board should be composed in such a manner that the majority of its members are independent and collectively possess the knowledge, skills, and professional experience required to properly fulfil their duties.

Taking into consideration these specific objectives for the composition of the Supervisory Board and the profile of skills and expertise for the entire Supervisory Board, the Supervisory Board proposes to elect the persons named below under 8.2. to 8.4. as members of the Supervisory Board of Evotec SE with effect from the end of the Annual General Meeting on 10 June 2024 until the end of the Annual General Meeting that resolves on the discharge of the members of the Supervisory Board for the financial year 2026 (i.e. for approximately three years) and the persons named below under 8.1., 8.5. and

8.6. until the end of the Annual General Meeting that resolves on the discharge of the members of the Supervisory Board for the financial year 2025 (i.e. for approximately two years):

8.1 Prof. Dr. Iris Löw-Friedrich, Ratingen, Germany, Chief Medical Officer of UCB S.A. based in Brussels, Belgium

Prof. Dr. Iris Löw-Friedrich was elected to the Supervisory Board on 17 June 2014 and re-elected by the Annual General Meeting on 19 June 2019 for a five- year term. She has been Chair of the Supervisory Board since June 2021. By way of divergence from the previous principle that Supervisory Board members should be appointed only for two full terms of office, she is to be nominated for a third term of office. For reasons of continuity, especially in a phase of change with a new CEO, the Supervisory Board considers the re-election of Prof. Dr Iris Löw-Friedrich to be crucial. Prof. Dr Löw-Friedrich is to be elected to the supervisory board for another two years.

Prof. Dr. Löw-Friedrich has been Chief Medical Officer and Executive Vice President Development and Medical Practices of UCB S.A., Brussels, Belgium, since March 2008.

As announced on 25 April 2024, Prof. Dr Iris Löw-Friedrich will be retiring from her positions at UCB as Executive Vice President, Head of Development and UCB's Chief Medical Officer within 2024 and thereafter fully comply with the recommendation C.5 of German Corporate Governance Code.

Prof. Dr Löw-Friedrich is a member of the following statutory supervisory boards or comparable domestic and foreign supervisory bodies of commercial enterprises pursuant to Section 125 (1) Sentence 5 AktG:

• Member of the Supervisory Board of Fresenius SE & Co. KGaA (listed on the Frankfurt Stock Exchange), Bad Homburg, Germany
• Member of the Supervisory Board of TransCelerate BioPharma Inc (not listed on the stock exchange), King of Prussia, USA

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