Evotec SE (Form: S-8, Received: 11/09/2021 16:41:57)

Large accelerated filer

Accelerated filer

Non-accelerated filer

☒ (Do not check if a smaller reporting company)

Smaller reporting company

Emerging growth company

As filed with the Securities and Exchange Commission on November 9, 2021

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Evotec SE

(Exact name of registrant as specified in its charter)


Federal Republic of Germany		Not Applicable
(State of incorporation or organization)		(I.R.S. Employer Identification No.)

Essener Bogen 7 Hamburg, Germany Address of Principal Executive Offices		D-22419 (Zip Code)

Restricted Share Plan 2020

Share Performance Plan 2017

(Full title of the plan)

Evotec (US) Inc.

303B College Road East

Princeton, NJ 08540

Tel: (732) 329-2355

(Name and address of agent for service and telephone number, including area code, of agent for service)

Copies to:

Sophia Hudson, P.C.

Morgan Hill

Kirkland & Ellis LLP

601 Lexington Avenue

New York, New York 10022

(212) 446-4800

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE



Title of Securities to be Registered⁽¹⁾	Amount to be Registered⁽²⁾	Proposed Maximum Offering Price Per Share⁽³⁾	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Ordinary shares, no par value per share
— Share Performance Plan 2017	3,504,170	$44.63	$156,391,107.10	$14,497.46
— Restricted Share Plan 2020	858,585	$44.63	$38,318,648.55	$3,552.13
Total	4,362,755		$194,709,755.65	$18,049.59

(1)	All ordinary shares will be represented by American Depositary Shares, or ADSs, with each ADS representing one-half of one ordinary share. ADSs issuable upon deposit of the ordinary shares registered hereby will be registered pursuant to a separate Registration Statement on Form F-6.

(2)

Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional ordinary shares which become issuable because of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the outstanding ordinary shares.

(3)	Estimated pursuant to Rules 457(c) and 457(h) under the Securities Act solely for the purpose of calculating the registration fee based upon the average of the high and low sale prices reported for the ADSs on the Nasdaq Global Select Market on November 5, 2021.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

The documents containing the information specified in Part I will be delivered to the participants in accordance with Form S-8 and Rule 428(b) under the Securities Act. Such documents are not required to be, and are not, filed with the Securities and Exchange Commission (the “Commission”), either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents, and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

Item 2. Registrant Information and Employee Plan Annual Information.

The written statement required by Item 2 of Part I is included in documents that will be delivered to participants pursuant to Rule 428(b) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents, which have been filed by Evotec SE (the “Company”) with the Commission, are incorporated in this Registration Statement by reference:

(a) The Company’s prospectus filed pursuant to Rule 424(b) under the Securities Act on November 5, 2021, relating to the Company’s Registration Statement on Form F-1, as amended (Registration No. 333-260143); and

(b) The description of the Company’s ordinary shares incorporated by reference in the Company’s Registration Statement on Form 8-A (File No. 001-34041), filed with the Commission on November 1, 2021, pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendments or reports filed for the purpose of updating such description.

All reports and other documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement, but prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. The Company is not incorporating by reference any documents or portions thereof, whether specifically listed above or filed in the future, that are not deemed “filed” with the Commission.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

As a European stock corporation seated in Germany, the registrant is—insofar as applicable pursuant to the SE Regulation and the German Act on the Implementation of Council Regulation (EC) No 2157/2001 of October 8, 2001 on the Statute for a European company (SE) (Gesetz zur Ausführung der Verordnung (EG) NR. 2157/2001 des Rates vom 8. Oktober 2001 über das Statut der Europäischen Gesellschaft (SE) (SEAusführungsgesetz—SEAG)—subject to the German Stock Corporation Act (Aktiengesetz), as amended. Under German law, the registrant may not indemnify members of its Management Board and Supervisory Board to the extent the relevant claim or loss has arisen as a result of the breach by the member of his or her duties owed to the registrant. Otherwise the Management Board and Supervisory Board members are not liable towards the registrant for actions in connection with their services to the registrant. Under German law, Management Board and Supervisory Board members are generally not directly liable towards third parties or shareholders, except for certain exemptions. In case members of the Management Board are liable towards third parties without having violated their duties towards the registrant, the registrant may be obliged to indemnify the respective member from relevant claims.

The registrant provides directors’ and officers’ liability insurance for the members of its Management Board against liabilities, that they may incur in connection with their activities on behalf of the registrant. The registrant also provides directors’ and officers’ liability insurance for the members of its Supervisory Board against civil law and criminal law-related claims in connection with the exercise of their mandates and also assumes the costs of legal defense in connection with such claims, including taxes possibly incurred on such costs (see § 13(5) of the registrant’s Articles of Association (Satzung)).

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Reference is made to the attached Exhibit Index, which is incorporated by reference herein.

Item 9. Undertakings.

(a)	The Company hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement.

(2)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)

The undersigned Company hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

EXHIBIT INDEX


Exhibit Number		Description

3.1*		Articles of Association of Evotec SE.

5.1*		Opinion of Freshfields Bruckhaus Deringer Rechtsanwa¨lte Steuerberater PartG mbB regarding the validity of the Ordinary Shares being registered.

10.1*		Restricted Share Plan 2020 for Management.

10.2*		Restricted Share Plan 2020 for Non-Management.

10.3*		Stock Option Plan and Share Performance Plan 2017 for Senior Executives.

10.4*		Stock Option Plan and Share Performance Plan 2017 for Management.

23.1*		Consent of Freshfields Bruckhaus Deringer Rechtsanwa¨lte Steuerberater PartG mbB (included in Exhibit 5.1).

23.2*		Consent of Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft, Independent Registered Public Accounting Firm.

24.1*		Power of Attorney (included on signature page to the registration statement).

*	Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Hamburg, Germany on November 9, 2021.


EVOTEC SE

By:		/s/ Dr. Werner Lanthaler
Name:		Dr. Werner Lanthaler
Title:		Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Dr. Werner Lanthaler and Enno Spillner as his or her true and lawful attorney-in fact and agent, with full powers to him to sign for us, in our names and in the capacities indicated below, the Registration Statement on Form S-8 and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and any and all amendments to said Registration Statement (including post-effective amendments), granting unto said attorney, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, and hereby ratifying and confirming all that said attorney, or his substitute or substitutes, may lawfully do or cause to be done by virtue of this Power of Attorney. This power of attorney may be executed in counterparts and all capacities to sign any and all amendments.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons on November 9, 2021, in the capacities indicated.


Name		Title

/s/ Dr. Werner Lanthaler		Chief Executive Officer (principal executive officer)
Dr. Werner Lanthaler

/s/ Enno Spillner		Chief Financial Officer (principal accounting officer)
Enno Spillner

/s/ Dr. Cord Dohrmann		Chief Scientific Officer
Dr. Cord Dohrmann

/s/ Dr. Craig Johnstone		Chief Operating Officer
Dr. Craig Johnstone

/s/ Prof. Dr. Iris Lo¨w-Friedrich		Chairperson of the Supervisory Board
Prof. Dr. Iris Lo¨w-Friedrich

/s/ Dr. Constanze Ulmer-Eilfort		Supervisory Board Member
Dr. Constanze Ulmer-Eilfort

/s/ Dr. Mario Polywka		Supervisory Board Member
Dr. Mario Polywka

/s/ Roland Sackers		Supervisory Board Member
Roland Sackers

/s/ Kasim Kutay		Supervisory Board Member
Kasim Kutay


/s/ Dr. Elaine Sullivan		Supervisory Board Member
Dr. Elaine Sullivan

/s/ Dan Rasmussen		Authorized Representative in the United States
Dan Rasmussen		Authorized Representative in the United States

Exhibit 3.1

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

of Evotec SE

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 biologically 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 biotechnological, chemical, pharmaceutical and diagnostic products and processes, software and technical equipment, including the granting of licences, 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 indirectly promoting the Company’s purpose. In particular, the Company may establish, take over, represent or acquire participations in other companies 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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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 admitted to trading may, with their approval, also be provided to them via remote data transmission.

II.

Share Capital and Shares

§ 5

Share Capital and Shares

(1)	The share capital of the Company amounts to € 163,914,741.00.

(2)	The share capital is divided into 163,914,741 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 certificates 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 € 32,914,936.00 by 15 June 2026, with the consent of the Supervisory Board, by issuing at one time or multiple times up to a total of 32,914,936 new ordinary bearer shares without par value (no-par value shares) (Authorised Capital 2021). 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.

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The Management Board, with the consent of the Supervisory Board, is authorised to exclude the subscription right of shareholders one time, or several times:

to the extent required, in order to exclude possible fractional amounts from the subscription right of shareholders;

to the extent required, in order to grant holders of options or conversion rights and/or obligations resulting from options or convertible 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;

to the extent that the new shares are issued in return for cash contributions and the proportional share of the share capital attributable to the shares to be newly issued does not in the aggregate exceed the amount of a total of € 16,457,468 or, should this amount be lower, 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 “Maximum Amount”), and the issue price of the new shares is not significantly below the market price of the existing listed shares of the Company at the time of the final determination of the issue price;

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;

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 aforementioned authorisations to exclude subscription rights for capital increases in cash or in kind are limited in aggregate to an amount not exceeding 20% of share capital, either at the time this authorisation takes effect or at the time it is first exercised. Also counted towards the 20% 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 20% limit referred to above, renews such authorisation to exclude subscription rights, such exercise is no longer counted.

Counted towards the Maximum Amount defined in c) 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 14 June 2017 in analogous application of section 186 para 3 sentence 4 AktG with the exclusion of subscription rights, or which will be sold after 14 June 2017 in analogous application of section 186 para 3 sentence 4 AktG.

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An exercise is no longer counted to the extent that authorisations to issue convertible and/or warrant-linked bonds according to section 221 para 4 sentence 2, section 186 para 3 sentence 4 AktG, or for the sale of treasury shares according to section 71 para 1 no. 8, section 186 para 3 sentence 4 AktG, after an exercise of such authorisations which was counted, 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. The Supervisory Board is authorised to amend § 5 of the Articles of Association after the complete or partial implementation of the increase in share capital in accordance with the respective use of the authorised capital, and after the elapse of the period of time for which authorisation was granted.

(6)

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.

(7)

(omitted)

(8)

(omitted)

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(9)

(omitted)

(10)

The Company’s share capital is conditionally increased by up to € 29,959,289.00 through the issue of up to 29,959,289 new common bearer shares without nominal value (no-par value shares) with a proportionate 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 warrant-linked bonds, participation rights and/or income bonds (or a combination 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 19 June 2019 under agenda item 7, 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 19 June 2019 under agenda item 7.

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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 implementation.

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 Articles 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.

(11)

The share capital of the Company is conditionally increased by up to € 1,113,988.00 through the issue of up to 1,113,988 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), subparagraph 8 of the Annual General Meeting resolution of 09 June 2015 as issue 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 exercising the option rights.

(12)	The share capital of the Company is conditionally increased by up to € 6,000,000.00 through the issue of up to 6,000,000 new ordinary bearer shares of the Company without par value (no-par value shares). The

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conditional capital serves to fulfil subscription rights that have been issued 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 exercise 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 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 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:

The Management Board (management organ)

The Supervisory Board (supervisory organ)

The Annual General Meeting.

IV.

Management Board

§ 7

Composition

(1)	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.

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(2)	The appointment of ordinary and deputy members to the Management Board shall be for a period of up to five years.

(3)	The Supervisory Board may appoint a member of the Management Board as Chairman of the Management Board as well as further members of the Management Board as Deputy Chairmen.

(4)	The resolutions of the Management Board shall be passed by simple majority 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.

(5)	The Management Board shall determine its own rules of procedure if the Supervisory Board does not decree rules of procedure for the Management Board.

§ 8

Representation and Management

(1)

If only one member of the Management Board is appointed, he shall represent 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).

(2)

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 transactions as may be undertaken with or against such members of the Management Board in their capacity as representatives of a third party. Section 112 AktG shall remain unaffected.

(3)	The following types of transactions may only be engaged in with the approval of the Supervisory Board:

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) exceeds a value to be specified by the Supervisory Board in the rules of procedure for the Management Board;

Entering into intercompany agreements as defined under section 291 and section 292 AktG;

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Expanding into new business segments or changing or discontinuing 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.

(4)

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 approval at any time.

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, members of the Supervisory Board shall be appointed for a period lasting until the end of the Annual General Meeting, which decides on the ratification of the acts of the Supervisory Board for the fourth fiscal year after the start of the term of office. The fiscal year in which the term of office begins is not counted. The Supervisory Board may be re-elected.

(3)

For all members of the Supervisory Board, one or more substitute members may be appointed by the Annual General Meeting who shall become members of the Supervisory Board in the order of their appointment 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 duration 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 relevant 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.

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§ 10

Chairman, Vice Chairman

(1)

Immediately after the Annual General Meeting that newly elected all shareholder members of the Supervisory Board, the Supervisory Board shall elect a Chairman and one or more deputies amongst its members in a meeting to be held without any special invitation. For the election of the Chairman, the oldest member of the Supervisory Board in terms of age shall have the chair. If the Chairman or the Vice Chairman resigns from office before expiration of his term of office, the Supervisory Board shall hold a new election to replace the resigning Chairman or Vice Chairman.

(2)	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 receive 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 writing 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 communication, are also permitted.

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(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 majority of the votes cast. In case of a parity of votes, the vote of the Chairman 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 Supervisory Board documents, notices and measures shall be submitted by the Chairman, or if he is physically or legally prevented from doing so, by his deputy.

(6)	A written record of the meetings and resolutions of the Supervisory Board and its committees shall be prepared and signed by the Chairman of the meeting.

(7)	The Supervisory Board may, within the scope of compelling legal regulations as well as provisions of these Articles of Association, issue its own rules of procedure.

§ 12

Committees of the Supervisory Board

The Supervisory Board shall have the right to form committees amongst its members and delegate individual parts of its duties and responsibilities to such committees for independent execution within the scope of legal provisions.

§ 13

Compensation

(1)	In addition to reimbursing their out-of-pocket-expenses and any VAT payable in connection with their compensation and expenses for each fiscal year, the members of the Supervisory Board get paid a fixed compensation in accordance with the following provisions starting with the 2019 fiscal year.

(2)	The fixed annual compensation payable upon expiration of the given fiscal year shall be € 50,000.00 per Supervisory Board member. The Chairman of the Supervisory Board shall be paid € 125,000.00 and the Vice Chairman shall be paid € 60,000.00.

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(3)

Supervisory Board members serving on its committees shall be paid € 10,000.00 per committee membership in addition to the fixed compensation according to paragraph (1); the Chairman of a committee shall be paid € 25,000.00. The foregoing amounts for service on committees shall apply solely if the respective committee met during the given fiscal year. The additional committee compensation is payable at the same time as the Supervisory Board compensation mentioned in paragraph (2).

(4)

The compensation payable to Supervisory Board members shall be pro-rated if they do not serve on the Supervisory Board during the entire fiscal year. If a member of the Supervisory Board does not serve in a position that is linked to an additional/higher level of compensation during the entire fiscal year, the foregoing sentence shall apply analogously to the compensation applicable to the respective position.

(5)

The Company shall insure members of the Supervisory Board at its own cost against civil law and criminal law-related claims in connection with the exercise of their mandates at an appropriate level (D&O) and assume the costs of the legal defence in connection with such claims as well as taxes possibly incurred on such cost.

(6)	Insofar as members of the Supervisory Board take on the necessary training and further education measures required for their tasks in accordance with the provisions of the German Corporate Governance Code, all costs related to these measures will be reimbursed by the Company.

§ 14

Confidentiality

The members of the Supervisory Board are required to maintain secrecy regarding confidential data and secrets of the Company of which they become aware in connection with the performance of their duties as members of the Supervisory Board. This duty of secrecy also applies following their departure from office.

VI.

Annual General Meeting

§ 15

Place, Convening and Right of Participation

(1)	The Annual General Meeting shall be held in the town or city where the Company’s registered office is located or in any other German city with more than 100,000 inhabitants or in any other German city where a stock exchange is located.

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(2)

The Annual General Meeting shall be convened by the Management Board if resolutions are to be adopted or if a convening is in the interest of the Company for other reasons. The Annual General Meeting which decides on the ratification of the acts of the Management Board and the Supervisory Board, the appropriation of profits, the election of the auditor and if necessary, the approval of the annual financial statements (Annual General Meeting) shall be held within the first six months of every fiscal year.

(3)	The notice of the Annual General Meeting shall be published via a single publication in the Federal Gazette. The German statutory provisions do apply for the notice period.

(4)

Every shareholder who has registered with the Company in accordance with the following requirements prior to the Annual General Meeting and has provided evidence to the Company of their right to participate in the Annual General Meeting and to exercise their voting right shall be entitled to participate in the Annual General Meeting and to exercise the voting right.

The registration shall be made in text form (section 126b BGB), in German or English, specifying the number of shares to which the registration refers. It must be received by the Company at the address specified to that end in the notice of the Annual General Meeting six days ahead of the Annual General Meeting. The notice of the Annual General Meeting may provide for a shorter deadline to be specified in days. Proof of the shareholdings in text form (section 126b BGB) prepared by the depositary bank shall be sufficient and necessary for evidencing a shareholder’s right to participate in the Annual General Meeting and to exercise their voting right. Such proof is to relate to the beginning of the 21st day prior to the meeting and must be received by the Company at the address notified for that purpose in the notice six days prior to the meeting. The notice of the Annual General Meeting may provide for a shorter deadline to be specified in days. The proof shall be provided in German or English.

(5)

The Management Board is authorised to make provisions such that shareholders may also participate in the Annual General Meeting without being physically present on site and without having to appoint a proxy, as well as to exercise all or some of their rights, in whole or in part, by means of electronic communications (online participation). The Management Board is further authorised to determine both the scope of and the procedure for participating online. These requirements shall be announced at the time the Annual General Meeting is convened.

(6)

The Management Board is entitled, but not obliged to disclose information on the Company’s homepage before the Annual General Meeting. The information disclosed has to be available over a period of at least seven days before the Annual General Meeting begins as the case may be. Furthermore it has to be continuously accessible during the Annual General Meeting.

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(7)

The Management Board is authorised to enable shareholders to exercise their voting right in writing or by electronic means of communication without being physically present at the Annual General Meeting (postal voting). It can determine the details of the postal voting process. Should the Management Board make use of this authorisation, detailed information shall be provided in the notice of the Annual General Meeting.

§ 16

Chair in the Annual General Meeting, Transmission

(1)	The Annual General Meeting will be chaired by the Chairman of the Supervisory Board or by another member of the Supervisory Board designated by the Supervisory Board or by any other person designated to do so.

(2)

The Chairman of the meeting shall conduct the deliberations and determine the order of the items of the agenda as well as the nature and further details of voting. The Chairman of the meeting is authorised to restrict shareholders’ rights of asking questions or holding speeches to a suitable duration.

(3)	The Chairman of the Annual General Meeting is authorised to permit a partial or complete audiovisual broadcast of the Annual General Meeting using suitable electronic media.

§ 17

Adoption of Resolutions in the Annual General Meeting

(1)	When votes are taken, each share confers one vote.

(2)

The voting right may be exercised by proxies. Granting and revoking the power of attorney by which a proxy is appointed, as well as evidencing the authorisation to the Company, must be made in text form unless required otherwise by law (Section 126b BGB). The notice of the Annual General Meeting may simplify the requirement as to the form. Section 135 AktG remains unaffected. The evidence of the authorisation may be sent to the Company by electronic communications to be further detailed in the notice of the Annual General Meeting.

(3)	Resolutions of the Annual General Meeting shall be passed by a simple majority of the votes cast and, where a capital majority is required, by a

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simple majority of the share capital represented when the vote is taken, unless otherwise required by law or the Articles of Association. A deletion or amendment of § 17 para 3 sentence 1 and sentence 2 of the Articles of Association requires a majority of at least three-quarters of the share capital represented when the vote is taken.

(4)

A simple majority vote shall be necessary for all elections of Supervisory Board members. In cases of elections involving two or more candidates, where no candidate receives an absolute majority of votes in the first round of voting, a runoff election shall be held between the two candidates who received the highest number of votes in the first round. A relative majority of votes suffices to win the second round of voting. If both candidates receive the same number of votes in the second round, the Chairman of the meeting shall draw lots to determine the winner.

(5)

The Management Board is authorised to enable shareholders to exercise their voting right in writing or by electronic means of communication without being physically present at the Annual General Meeting (postal voting). It may determine the details of such postal voting. These details shall be announced in the notice of Annual General Meeting.

VII.

Financial Statements and Appropriation of Distributable Profit

§ 18

Financial Statements and Appropriation of Distributable Profit

(1)

The Management Board shall prepare the annual financial statements (statement of financial condition and income statement), the management report, the consolidated financial statements and the Group management report for the previous fiscal year within the statutory periods and shall submit them to the Supervisory Board and to the auditors as soon as they have been prepared. At the same time, the Management Board shall present to the Supervisory Board the proposal of the Management Board for the resolution to be adopted by the Annual General Meeting on the appropriation of the distributable profit.

(2)

The Supervisory Board shall examine the annual financial statements, the management report, the proposal for the resolution on the appropriation of the distributable profit and the consolidated financial statements and Group management report and report the results of its examination in writing to the Annual General Meeting. The Supervisory Board shall submit the report within one month after the receipt of the proposals to the Management Board and declare at the end of the report whether or not it approves the annual financial statements and consolidated financial statements prepared by the Management Board. If the Supervisory Board approves the annual financial statements, the latter shall be deemed adopted.

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(3)	The Annual General Meeting shall decide on the appropriation of the distributable profit resulting from the adopted annual financial statements.

VIII.

Final Provisions

§ 19

Amendments to the Wording of these Articles of Association

The Supervisory Board is empowered to amend the Articles of Association only in their wording.

§ 20

Formation Expenses

(1)

The Company shall bear the expenses in connection with its formation, entry into the commercial register and publications in this respect, up to the amount of DM 50,000.00. The same applies to costs of the above-mentioned type as well as consultancy expenses in connection with the transformation of the Company from the previous EVOTEC Biosystems GmbH.

(2)	The expense involved in forming Evotec SE by converting Evotec AG into a European public limited-liability company (SE) shall be borne by the Company up to an amount of € 200,000.00.

***

Exhibit 5.1

Evotec SE
Essener Bogen 7
22419 Hamburg
Germany

Hamburg

Freshfields Bruckhaus Deringer

Rechtsanwälte Steuerberater PartG mbB

Hohe Bleichen 7

20354 Hamburg

T +49 40 36 90 60 (Switchboard)

+49 40 36 90 61 60 (Direct)

F +49 40 36 90 61 55

E christoph.seibt@freshfields.com

www.freshfields.com

9 November 2021

Evotec SE – Form S-8 Registration Statement

Ladies and Gentlemen

We are acting as legal advisers to Evotec SE, a European stock corporation (SE) with its business address at Essener Bogen 7, 22419 Hamburg, Germany and registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Hamburg, Germany, (the Commercial Register) under number HRB 156381 (the Company) as to matters of German law in connection with possible future issuances from time to time pursuant to a registration statement on Form S-8 filed by the Company with the Securities and Exchange Commission on 9 November 2021 pursuant to the Securities Act of 1933, as amended (the Registration Statement) of up to (i) 4,362,755 ordinary shares of the Company with a notional amount of EUR 1.00 per share (any such ordinary share of the Company a Share, and any Share newly issued for purposes of making or settling grants under any Plan (as defined below) a New Share) and/or (ii) 8,725,510 American Depositary Shares (the ADSs), with each ADS representing one-half of one Share and issued by the relevant depositary against the deposit by the Company of one New Share. Shares are or may become issuable under the following programs: (i) Up to 858,585 Shares under the Restricted Share Plan 2020 and (ii) up to 3,504,170 Shares under the Share Performance Plan 2017 (together the Plans).

In this opinion, “Germany” means the Federal Republic of Germany.

1.	Documents Reviewed

For the purpose of rendering this legal opinion, we have examined the following documents (together, the Opinion Documents):

a)	a copy of the Company’s articles of association (Satzung), as in effect as of the date of this opinion (the *Articles of Association*);

Freshfields Bruckhaus Deringer Rechtsanwälte Steuerberater Partnerschaftsgesellschaft mit beschränkter Berufshaftung (Freshfields Bruckhaus Deringer Rechtsanwälte Steuerberater PartG mbB) has its seat in Frankfurt am Main and is registered with the partnership register of the Amtsgericht Frankfurt am Main with registered number PR 2677. For further regulatory information please refer to www.freshfields.com/support/legal-notice.

A list of all members of Freshfields Bruckhaus Deringer Rechtsanwälte Steuerberater PartG mbB is available on request. The reference to ‘partners’ means members of Freshfields Bruckhaus Deringer Rechtsanwälte Steuerberater PartG mbB as well as consultants and employees of Freshfields Bruckhaus Deringer Rechtsanwälte Steuerberater PartG mbB with equivalent standing and qualifications who are not members of the partnership.

b)	a copy of an electronic excerpt (Handelsregisterauszug) from the Commercial Register relating to the Company dated 9 November 2021 (the *Register Excerpt*);

c)	a copy of the Registration Statement; and

copies of the minutes of the annual general shareholders’ meetings of the Company held on June 14, 2017 and June 16, 2020, resolving upon, among others, the creation and/or amendment of the Share Performance Plan 2017 and the Restricted Share Plan 2020 as well as the correlating conditional capital (bedingtes Kapital) (the Resolutions).

We have not reviewed any other documents for the purposes of this opinion.

2.	Assumptions

As to questions of fact material to this opinion that we did not independently establish or verify, we have relied on certificates or comparable documents of public officials and of officers and representatives of the Company.

In considering the Opinion Documents and rendering this opinion we have assumed without further inquiry:

a)	the conformity of all copies of documents supplied to us with the relevant originals and the authenticity and completeness of all documents submitted to us whether as originals or as copies;

b)	that all signatures on Opinion Documents are genuine signatures of, or in the case of electronic signatures, have been affixed by, those individuals from whom they purport to stem;

c)	that Opinion Documents examined by us in draft form have been or, as the case may be, will be executed in the form of the draft examined by us by the party that in the respective draft is envisaged to so execute the respective Opinion Document;

that all individuals who have executed and delivered or will execute and deliver any of the Opinion Documents had or will have, at the relevant times, (i) full legal capacity (Geschäftsfähigkeit) and (ii) power to validly represent (Vertretungsmacht) the respective party (other than individuals executing, passing or delivering on behalf of the Company), in executing and delivering the relevant Opinion Document;

e)	that none of the Opinion Documents has been or, as the case may be, will be revoked, rescinded, repealed, terminated (whether in whole or in part), amended or supplemented;

f)	the correctness and completeness of all factual matters expressed in the Opinion Documents;

2/5

g)	that the Register Excerpt is accurate and complete as at its date and that no changes to the facts related therein have occurred between the date the Register Excerpt was issued and the date hereof;

h)	that the Articles of Association are true and accurate as of the date of this opinion;

i)	the Company has its effective seat of administration (effektiver Verwaltungssitz) and principal place of business in Germany;

j)	that the Company will at all times continue to have sufficient conditional capital (bedingtes Kapital);

that the management board (Vorstand) and the supervisory board (Aufsichtsrat) of the Company will duly pass the relevant resolutions for the issuance of any New Shares (the Future Resolutions) in accordance with the Articles of Association, the terms of the Plans, the Resolutions and applicable law;

l)	that upon issuance of any New Shares, the Company will receive payment in cash of an issue price in accordance with the Plans, the Resolutions, the Future Resolutions and applicable law;

m)	that no filing for the initiation of insolvency or any other moratorium or bankruptcy procedures has been made by or against the Company in any jurisdiction; and

n)	that no insolvency filing by or against the Company has been rejected by the relevant court on the grounds of insufficiency of assets (Abweisung mangels Masse).

3.	Laws Considered

The undersigned is admitted to the bar association (Rechtsanwaltskammer) in Hamburg, Germany, and licensed as attorney (Rechtsanwalt) in Germany. This opinion is, therefore, limited to matters of German law as presently in effect and applied by the German courts (including the law of the European Union to the extent it is directly applicable in Germany). We have not investigated and do not express or imply any opinion with respect to the laws of any other jurisdiction.

4.	Opinion Statements

Based upon and subject to the foregoing and the qualifications set out below, we are of the opinion that:

a)	The Company is a European stock corporation (SE) duly established and validly existing under the laws of Germany and registered with the Commercial Register under number HRB 156381.

3/5

Any New Shares will be duly authorized, validly issued, fully paid and non-assessable (if and when authorized in accordance with the law, issued and paid under the circumstances contemplated by the Plans, assuming in each case that the individual issuances, grants or awards under the Plans are duly issued, granted or awarded and exercised in accordance with the requirements of law, the Resolutions, the Future Resolutions, the Articles of Association, and the Plans (and the agreements and awards duly adopted thereunder and in accordance therewith)).

5.	Qualifications

The foregoing opinion statements are subject to the following qualifications:

The opinions expressed herein may be affected by the general defences available to obligors under German law in respect of the validity and enforceability of contractual obligations, such as, e.g., the German law principles of frustration (Unmöglichkeit), set-off (Aufrechnung), estoppel (Einreden) and statutes of limitation (Verjährung).

For the purposes of this opinion we have relied on the Register Excerpt. Entries in the commercial register are made by qualified legal personnel upon review of the relevant documents. Although excerpts from the commercial register do not necessarily constitute conclusive evidence of the matters reflected therein, they are as a practical matter, for business purposes, considered sufficient proof of the facts stated therein.

In this opinion, concepts of German law are addressed in the English language and not in the original German terms, which may differ in their exact legal meaning. This opinion may only be relied upon under the express condition that this opinion and any issues of interpretation arising hereunder are exclusively governed by German law.

This opinion speaks of its date only, and we do not assume any obligation to update this opinion or to inform you of any changes to any of the facts or laws of other matters referred to herein. This opinion is limited to the matters addressed herein and should not be read as opinion in respect to any other matter.

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations promulgated thereunder.

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This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act.

Very truly yours,

/s/ Prof. Dr. Christoph H. Seibt

Prof. Dr. Christoph H. Seibt

Freshfields Bruckhaus Deringer

Rechtsanwälte Steuerberater PartG mbB

5/5

Exhibit 10.1

LOGO

Restricted Share Plan 2020

Terms and Conditions

for

EVOTEC’s Management Board

Evotec SE

Manfred Eigen Campus

Essener Bogen 7

22419 Hamburg, Germany

List of Content

Objectives


§	1	Eligibility	3

§	2	Biannual Grant of Awards	3

§	3	Waiting Period and Exercise Period	4

§	4	Performance Period	4

§	5	Key Performance Indicator	4

§	6	Exercisable Restricted Share Awards	4

§	7	Exercise of Shares	5

§	8	Change of Control	6

§	9	Termination of Employment Contract	6

§	10	Taxation, Duties and other Expenses	7

§	11	Claims, Applicable Law, Court of Jurisdiction	7

§	12	Miscellaneous	7

§	13	Validity	8


Appendix 1		Number of Exercisable Restriction Share Awards

Appendix 2		Number of Exercisable Subscription Rights

Appendix 3		Potential Pay-Out and Cap

Appendix 4		Allocation of Subscription Rights in case of a Voluntary Termination of Employment

Evotec Restricted Share Plan 2020 – Terms & Conditions for Management Board

Objectives

Evotec SE, Hamburg, registered in the commercial register of the local court of Hamburg under HRB 68223 (the “Company”), and its subsidiaries (Verbundene Unternehmen, § 15 AktG) (together the “Evotec Group”) operate in a highly challenging and dynamic competitive landscape. To ensure the long-term success of the business it is essential to attract, retain, and motivate high-performing executives and employees.

The Evotec Restricted Share Plan is an important element in supporting the interests of the Company’s shareholders and in establishing an attractive long-term compensation tool to invest in and retain talent by recognizing and rewarding expected future contribution to business performance. In the true sense of the word, the Plan is restricted to carefully selected beneficiaries. The Plan is in line with national and international remuneration and corporate governance standards as well as applicable legal requirements and the German Corporate Governance Code.

§ 1 Eligibility

(1)	Subject to the terms and conditions of the authorisation resolved by the Company’s Annual General Meeting on 16^th June 2020, members of the Management Board of Evotec Group are eligible to participate in the Restricted Share Plan.

(2)	To be eligible for a grant under the Restricted Share Plan, the member of the Management Board must hold office and must not have entered into a separation agreement with Evotec Group.

§ 2 Biannual Grant of Awards

(1)

Subject to the following rules, the Supervisory Board of Evotec SE may for each period specified below, in its absolute discretion, grant awards which will upon expiry of the Waiting Period and depending on the Key Performance Indicator result in subscription rights to receive Company shares (or in specific cases a respective cash pay-out) (the “Restricted Share Awards”) to such eligible members of the Management Board as it shall select.

(2)

Restricted Share Awards may be offered to selected members of the Management Board (beneficiaries) within a period beginning two weeks before and ending two weeks after 15 May and 15 October of a given year. In any case, Restricted Share Awards have to be granted in accordance with the rules on closed periods defined in Regulation No. 596/2016 of the European Parliament and Council of 16 April 2014 (Market Abuse Regulation) and the delegated acts adopted in this context or any legislation replacing them.

(3)

The Grant Date is deemed to be the date at which the Supervisory Board of the Company offers the Restricted Share Awards to the beneficiaries, regardless of the time of receipt, or the acceptance of the offer (Grant). Another date within the acquisition period of the respective period can be determined as the Grant Date by the offer.

(4)	A grant of Restricted Share Awards occurs independent from previous or future grants and particularly does not create any rights for future grants.

(5)	The Supervisory Board of the Company will notify each beneficiary of their grant in written form.

(6)

The number of Restricted Share Awards granted to a sole beneficiary relates to a defined Target Value as determined by the Supervisory Board and results from dividing the Target Value by the applicable Fair Market Value (FMV) of a Restricted Share Award and rounding up the interim result to a whole number.

Evotec Restricted Share Plan 2020 – Terms & Conditions for Management Board

§ 3 Waiting Period and Exercise Period

The term of each Restricted Share Award is five years and starts at the Grant Date. The term comprises a Waiting Period of four years and an Exercise Period of one year. The Waiting Period for a Grant of Restricted Share Awards starts at the Grant Date and ends with the expiry of the fourth anniversary of the Grant Date. The Exercise Period starts after expiry of the Waiting Period and ends with the expiry of the fifth anniversary of the Grant Date.

§ 4 Performance Period

For each grant, the Company performance will be measured over a performance period of four consecutive fiscal years, beginning with 1 January of the year in which the individual grant of the Restricted Share Award is made (the “Performance Period”).

§ 5 Key Performance Indicator

(1)	The Restricted Share Awards can only be exercised if predefined targets for the applicable Key Performance Indicator “Adjusted EBITDA” have been met.

Adjusted EBITDA is a financial ratio that expresses Evotec Group’s sustainable cash flow from operating activities before taxes. Adjusted EBITDA is calculated based on the audited and approved consolidated financial statements (IFRS) of Evotec SE for each of the fiscal years in the respective Performance Period.

For each fiscal year of the performance period, the actual Adjusted EBITDA is compared to the forecast Adjusted EBITDA (as determined by the Management Board and approved the Supervisory Board within the first quarter of a fiscal year). The forecast Adjusted EBITDA for a fiscal year is published in the annual report for the previous fiscal year. The actual Adjusted EBITDA for the fiscal year is published in the annual report for the fiscal year.

(2)	For Adjusted EBITDA, the “Target” for a fiscal year is met if actual Adjusted EBITDA meets or exceeds forecast Adjusted EBITDA. The “Minimum Target” is met if actual Adjusted EBITDA meets or exceeds 75% of forecast Adjusted EBITDA.

§ 6 Exercisable Restricted Share Awards

(1)	Once the annual report for a fiscal year of the Performance Period has been published, the number of exercisable Restricted Share Awards related to that year is determined as follows:

•

If the Minimum Target for the Key Performance Indicator has not been met for that year, 25% of the original grant of Restricted Share Awards expire at the end of the Waiting Period without any compensation.

•

If the Target for the Key Performance Indicator has been met for that year, 25% of the original grant of Restricted Share Awards will become exercisable at the end of the Waiting Period.

•

If the Minimum Target for the Key Performance Indicator has been met and the Target has not been met for that year, x% of the original grant of Restricted Share Awards will become exercisable at the end of the Waiting Period with x=[(actual Adjusted EBITDA/forecast Adjusted EBITDA)-0.75]*50+12.5.

Evotec Restricted Share Plan 2020 – Terms & Conditions for Management Board

If the applicable percentage does not yield a whole number of exercisable Restricted Share Awards related to that year, the number is rounded up to determine the number of exercisable Restricted Share Awards related to that year. The relationship between forecast and actual Adjusted EBITDA and the number of exercisable Restricted Share Awards is illustrated in Appendix 1.

(2)

The exercisable Restricted Stock Awards for each year of a Performance Period add up to the number of exercisable Restricted Stock Awards of the grant that will become exercisable at the end of the Waiting Period. If required, this number is rounded up to a whole number. Any fractional number is disregarded and not compensated for.

The final number of exercisable Restricted Stock Awards represents the total number of exercisable subscription rights at the end of the Waiting Period. The calculation is outlined in Appendix 2.

§ 7 Exercise of Shares

(1)	After expiry of the Waiting Period, each exercisable subscription right may only be exercised once during the remaining term of the Restricted Share Award. All subscription rights must be exercised within a period of twelve months after the end of the respective Waiting Period (Exercise Period).

(2)

During the Exercise Period, the subscription rights may only be exercised in accordance with the rules on closed periods defined in Regulation No. 596/2016 of the European Parliament and Council of 16 April 2014 (Market Abuse Regulation) and the delegated acts adopted in this context or any legislation replacing them. Additional statutory restrictions may apply.

Over and above the statutory restrictions, all beneficiaries are subject to the following closed periods: (i) the30-days periods that end on the day of the press conference on annual results and end on a day on which the Company publishes a quarterly, semi-annual or annual report and (ii) the period from the start of the day on which the Company publishes in the Federal Gazette (Bundesanzeiger) an offer to subscribe for new shares or convertible bonds or warrants to the end of the subscription period (plus any extension).

(3)	Subscription rights can only be exercised by the beneficiaries themselves, or their heirs. Subscription rights are legally non-transferable; they are, however, freely inheritable.

(4)

At the end of the term, all remaining subscription rights are automatically exercised, and the resulting company shares sold on the stock market on behalf of the beneficiaries by a Company-appointed agent. All net proceeds are credited to the beneficiary. Notwithstanding such an automatic exercise, subscription rights that cannot be exercised at the end of the term for reasons beyond the Company’s control expire without replacement or compensation.

(5)	When exercising subscription rights, the beneficiary must pay the exercise price for each resulting company share. The “Exercise Price” per share corresponds to the amount of the share capital attributable to each individual share at the time the subscription rights are exercised, currently €1.00.

(6)

The monetary benefit of a single grant of Restricted Share Awards (market value of resulting company shares at time of exercise less the exercise price for these shares) for a beneficiary is capped at 400 % of the initial Target Value as determined by the Supervisory Board pursuant to § 2 (6). Any exercisable subscription rights whose exercise would exceed the cap forfeit without compensation. An example of the potential pay-out and cap is attached as Appendix 3.

Evotec Restricted Share Plan 2020 – Terms & Conditions for Management Board

(7)

The Company reserves the right at its sole discretion to replace some or all shares to be allocated to the beneficiary with a cash payment equivalent to the market value less the exercise price of the respective shares or with Evotec shares held in treasury or acquired for that purpose, in these cases regardless of the exercise price.

(8)	In the event of extraordinary developments, the Supervisory Board may fully or partially limit the matter and volume of the Restricted Share Awards granted to members of the Management Board.

§ 8 Change of Control

(1)

A change of control occurs when (i) a shareholder of the Company or a third party acquires either alone or under the rules of § 30 German Takeover Code (Wertpapiererwerbs- und Übernahmegesetz [WpÜG]) a holding of 30% or more of the shares of the Company or (ii) a controlling agreement (Beherrschungsvertrag) with another legal entity is entered into and has taken effect with the Company as dependent company pursuant to § 291 German Stock Corporation Act (Aktiengesetz [AktG]) or (iii) the Company is merged with a legal entity pursuant to § 2 German Transformation Act (Umwandlungsgesetz [UmwG]), unless the value of the external legal entity amounts to less than 50% of the new Company value according to the agreed upon conversion ratio (the “Change of Control”).

(2)

If a Change of Control occurs during the Waiting Period of a Restricted Share Award grant, the Restricted Share Award grant shall be settled in cash immediately in due consideration of the restrictions set forth in §7 (2). The settlement amount shall be based on the notional number of exercisable subscription rights pursuant to § 6, assuming that the Target for the Key Performance Indicator has been met for those years that cannot be finally assessed at that time. The cap set forth in § 7 (6) applies accordingly.

The share price that will be used to determine the cash value of the notional number of exercisable subscription rights shall be equal to the share price as indicated in the takeover bid as mandatory under German Takeover Law.

§ 9 Termination of Employment Contract

(1)	If a beneficiary ceases to hold office with the Evotec Group due to termination by the Company for good cause, the respective beneficiary will not be entitled to exercise any subscription rights and any rights related to a Restricted Share Awards grant shall lapse without compensation.

(2)

If a beneficiary ceases to hold office with the Evotec Group during the Waiting Period due to a beneficiary-initiated termination, the respective beneficiary will not be entitled to exercise any subscription rights and any rights related to a Restricted Share Awards grant shall lapse without compensation. However, the Supervisory Board may decide on the continuance of an appropriate number of exercisable subscription rights or a cash settlement to account for specific circumstances e.g. good leaver, unless such beneficiary joins a competitor of the Company, i.e. another CRO, within twelve (12) months following the departure.

Evotec Restricted Share Plan 2020 – Terms & Conditions for Management Board

that cannot be finally assessed at that time. An example is attached in Appendix 4. Continuing exercisable subscriptions rights are exercisable after expiry of the respective Waiting Period.

(3)

If a beneficiary ceases to hold office with the Evotec Group during the Waiting Period due to expiration of appointment or due to the rejection of the reappointment offer by the member of the Management Board despite adequate conditions (i.e. role, responsibility, compensation), a Restricted Share Awards grant remains unaffected and all resulting subscription rights are exercisable after expiry of the respective Waiting Period.

(4)

If a beneficiary ceases to hold office with the Evotec Group during the Waiting Period due to permanent disability or death, a Restricted Share Awards grant remains unaffected and all exercisable subscription rights are exercisable after expiry of the respective Waiting Period. However, the Supervisory Board may decide that a Restricted Share Awards grant shall be settled in cash before. The settlement amount shall be based on the notional number of exercisable subscription rights pursuant to § 6, assuming that the Target for the Key Performance Indicator has been met for those years that cannot be finally assessed at that time.

§ 10 Taxation, Duties and other Expenses

Proceeds from this Restricted Share Plan might be subject to tax and social security charges, depending on the applicable law in the respective jurisdiction. All taxes, duties and other expenses associated with the allocation and/or the pay-out of the settlement of the Restricted Share Awards shall be borne by the beneficiary, if there is no other mandatory statutory provision. The beneficiary is liable for compliance with all respective tax and social security laws as well as for the orderly payment of taxes and possibly accruing social security contributions. The respective employing company of the Evotec Group where applicable may have to withhold and pay the accruing taxes, duties and other expenses according to the applicable law on behalf of the beneficiary, as long as this complies with accepted procedures in the respective jurisdiction.

§ 11 Claims, Applicable Law, Court of Jurisdiction

(1)	Any claim by an eligible beneficiary resulting from this Restricted Share Plan must be addressed to Evotec SE.

(2)	All rights and responsibilities arising out of this Restricted Share Plan as well as the interpretation of terms are in every respect governed by the Laws of the Federal Republic of Germany.

(3)	The court of jurisdiction for all disputes in connection with this Restricted Share Plan is Hamburg, Germany, unless mandatory legal regulations provide for a different court of jurisdiction.

§ 12 Miscellaneous

(1)	If these Terms and Conditions come into conflict with the authorisation resolved by the Company’s Annual General Meeting on 16^th June 2020, the regulations of the shareholders’ resolution shall prevail.

(2)

Evotec Restricted Share Plan 2020 – Terms & Conditions for Management Board

and non-feasible clause. In case of a gap, an appropriate clause will be determined, which corresponds to what would have been stipulated according to the spirit and purpose of these Plan conditions, had the situation been addressed in the first place. This also holds true if the invalidity of a clause is based on a measurement of a benefit or time period which has been standardised in these Plan conditions.

(3)

If there are any changes to the stock exchange usages or other legal, economical or administrational changes during the term of the Restricted Share Awards which make the enforcement of these Plan’s Terms and Conditions or of individual clauses significantly more difficult or impossible, the Company is with reasonable discretion entitled to make appropriate amendments.

§ 13 Validity

(1)	These Terms and Conditions follow the approval of the Restricted Share Plan 2020 by the Company’s Annual General Meeting on 16^th June 2020. They have been resolved by the Supervisory Board of Evotec SE.

(2)	The Terms and Conditions are binding for the Company and the beneficiaries unless they are revised by the Supervisory Board. It is understood that revisions of these Terms and Conditions for an award which has been made may only be amended with the consent of the beneficiary.

Evotec Restricted Share Plan 2020 – Terms & Conditions for Management Board

Appendices

Appendix 1 – Number of Exercisable Restriction Share Awards

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Evotec Restricted Share Plan 2020 – Terms & Conditions for Management Board

Appendix 2 – Number of Exercisable Subscription Rights

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Evotec Restricted Share Plan 2020 – Terms & Conditions for Management Board

Appendix 3 – Potential Pay-Out and Cap

The pay-out depends on the overall target achievement and the share price development. The overall target achievement across the Performance Period is limited to 100 %. Each row of the table below corresponds to a possible outcome, which are all shown in the first column.

The columns of the table show different ratios between the proceeds of the exercise of a subscription right (share price at exercise less 1€) and the fair market value of one Restricted Share Award at Grant. Example: The ratio of 400 % expresses that the share price at exercise (less 1 €) is four times the fair market value of one Restricted Share Award at Grant.

Each cell of the table represents a combination of share price development (as shown in the columns) and overall target achievement (as shown in the rows) and shows the pay-out as a percentage of the initial target value.

If the pay-out percentage does not exceed 400 %, the cap will not be applied (green cells). Only if the pay-out percentage exceeds 400 %, some of the subscription rights will forfeit at exercise, as described in § 7 (6) (red cells).

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Evotec Restricted Share Plan 2020 – Terms & Conditions for Management Board

Appendix 4 - Allocation of Subscription Rights in case of a Voluntary Termination of Employment

Scenario:

•

Number of Restricted Share Awards granted: 50,000

•

Plan beneficiary ceases to be employed 36 months after grant of the Restricted Share Awards due to a beneficiary-initiated resignation

•

Supervisory Board allows the continuance of exercisable subscription rights

•

Performance of the Key Performance Indicator is 80 % in year 1, 110 % in year 2, 65 % in year 3 and 95 % in year 4.

Final Number of subscription rights:

•

In Year 1, the actual performance of the KPI was 80 % of Target. According to the calculation shown in § 7, this translates to an applicable percentage of 15 % (calculation is: [(80 %/100 %)-0.75] * 50 + 12.5 = 15).

The applicable percentage results in 7,500 Exercisable Restricted Share Awards for year 1 (15 % of 50,000 granted Restricted Share Awards = 7,500 Exercisable Restricted Share Awards).

•

In Year 2, the actual performance of the KPI was 110 % of Target. According to the calculation shown in § 7, this translates to an applicable percentage of 25 % when determining the number of Exercisable Restricted Share Awards (110 % actual performance is larger than required 100 % performance and thus Target is fully met and applicable percentage set to 25 %).

The applicable percentage results in 12,500 Exercisable Restricted Share Awards for year 2 (25 % of 50,000 granted Restricted Share Awards = 12,500 Exercisable Restricted Share Awards).

•

In Year 3, the actual performance of the KPI was 65 % of Target. According to the calculation shown in § 7, this translates to an applicable percentage of 0 % (65 % performance is lower than threshold of 75 %, no Awards become exercisable).

The applicable percentage results in 0 Exercisable Restricted Share Awards for year 3 (0 % of 50,000 granted Restricted Share Awards = 0 Exercisable Restricted Share Awards).

•

In Year 4, the beneficiary is no longer employed at Evotec Group. The actual performance of the KPI was 95 % of Target. According to the rules described in § 7 (2), the actual performance is not considered. The applicable percentage is 0 %.

The applicable percentage results in 0 Exercisable Restricted Share Awards for year 4 (0 % of 50,000 granted Restricted Share Awards = 0 Exercisable Restricted Share Awards).

•

After the Waiting Period a total of 20,000 Restricted Share Awards (7.500 + 12.500 + 0 + 0) become 20,000 exercisable Subscription Rights to be exercised within the Exercise Period.

Exhibit 10.2

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Restricted Share Plan 2020

Terms and Conditions

Evotec SE

Manfred Eigen Campus

Essener Bogen 7

22419 Hamburg, Germany

List of Content

Objectives


§ 1	Eligibility	3

§ 2	Biannual Grant of Awards	3

§ 3	Waiting Period and Exercise Period	4

§ 4	Performance Period	4

§ 5	Key Performance Indicator	4

§ 6	Exercisable Restricted Share Awards	4

§ 7	Exercise of Shares	5

§ 8	Change of Control and Divestiture	6

§ 9	Termination of Employment Contract	6

§ 10	Taxation, Duties and other Expenses	7

§ 11	Claims, Applicable Law, Court of Jurisdiction	7

§ 12	Miscellaneous	8

§ 13	Validity	8


Appendix 1		Number of Exercisable Restriction Share Awards

Appendix 2		Number of Exercisable Subscription Rights

Appendix 3		Allocation of Subscription Rights in case of a Voluntary Termination of Employment

Evotec Restricted Share Plan 2020 – Terms & Conditions

Objectives

§ 1 Eligibility

(1)

Subject to the terms and conditions of the authorisation resolved by the Company’s Annual General Meeting on 16^th June 2020, employees of Evotec Group are eligible to participate in the Restricted Share Plan. Eligible employees shall include members of the executive bodies of affiliated companies in Germany and abroad as well as employees of the Company and affiliated companies.

(2)	To be eligible for a grant under the Restricted Share Plan, the eligible employee must be employed by an Evotec Group company and not be on a long-term absence at the Grant Date and must not have given or received notice prior to awarding the respective grant.

§ 2 Biannual Grant of Awards

(1)

Subject to the following rules, the Management Board of Evotec SE may for each period specified below, in its absolute discretion, grant awards which will upon expiry of the Waiting Period and depending on the Key Performance Indicator result in subscription rights to receive Company shares (or in specific cases a respective cash pay-out) (the “Restricted Share Awards”) to such eligible employees as it shall select following consultation with the Global Compensation Committee.

(2)

Restricted Share Awards may be offered to selected employees (beneficiaries) within a period beginning two weeks before and ending two weeks after 15 May and 15 October of a given year. In any case, Restricted Share Awards have to be granted in accordance with the rules on closed periods defined in Regulation No. 596/2016 of the European Parliament and Council of 16 April 2014 (Market Abuse Regulation) and the delegated acts adopted in this context or any legislation replacing them.

(3)

The Grant Date is deemed to be the date at which the Company offers the Restricted Share Awards to the beneficiaries, regardless of the time of receipt, or the acceptance of the offer (Grant). Another date within the acquisition period of the respective period can be determined as the Grant Date by the offer.

(4)	A grant of Restricted Share Awards occurs independent from previous or future grants and particularly does not create any rights for future grants.

(5)	The Company will notify each beneficiary of their grant in written form.

Evotec Restricted Share Plan 2020 – Terms & Conditions

(6)	Within a given period the number of Restricted Share Awards offered to a sole beneficiary may not exceed 200 % the number of Share Performance Awards granted to that beneficiary in the same year according to the Evotec Share Performance Plan 2017 or a successor plan.

Within a given period the number of Restricted Share Awards offered to a sole beneficiary who was not awarded Share Performance Awards in the same year may not exceed 200 % the notional number of Share Performance Awards calculated as 20 % of the beneficiary’s annual base salary or, if the beneficiary is eligible for the Evotec Share Performance Plan 2017 or a successor plan, the beneficiary’s Target Value in that plan, divided by the Fair Market Value at grant of a Share Performance Award in the same year.

§ 3 Waiting Period and Exercise Period

§ 4 Performance Period

§ 5 Key Performance Indicator

(1)	The Restricted Share Awards can only be exercised if predefined targets for the applicable Key Performance Indicator “Adjusted EBITDA” have been met.

For each fiscal year of the performance period, the actual Adjusted EBITDA is compared to the forecast Adjusted EBITDA (as determined by the Management Board and approved by the Supervisory Board within the first quarter of a fiscal year). The forecast Adjusted EBITDA for a fiscal year is published in the annual report for the previous fiscal year. The actual Adjusted EBITDA for the fiscal year is published in the annual report for the fiscal year.

(2)	For Adjusted EBITDA, the “Target” for a fiscal year is met if actual Adjusted EBITDA meets or exceeds forecast Adjusted EBITDA. The “Minimum Target” is met if actual Adjusted EBITDA meets or exceeds 75% of forecast Adjusted EBITDA.

§ 6 Exercisable Restricted Share Awards

(1)	Once the annual report for a fiscal year of the Performance Period has been published, the number of exercisable Restricted Share Awards related to that year is determined as follows:

•

Evotec Restricted Share Plan 2020 – Terms & Conditions

•

If the Target for the Key Performance Indicator has been met for that year, 25% of the original grant of Restricted Share Awards will become exercisable at the end of the Waiting Period.

•

(2)

The final number of exercisable Restricted Stock Awards represents the total number of exercisable subscription rights at the end of the Waiting Period. The calculation is outlined in Appendix 2.

§ 7 Exercise of Shares

(1)	After expiry of the Waiting Period, each exercisable subscription right may only be exercised once during the remaining term of the Restricted Share Award. All subscription rights must be exercised within a period of twelve months after the end of the respective Waiting Period (Exercise Period).

(2)

Over and above the statutory restrictions, all beneficiaries are subject to the following closed periods: (i) the 30-days periods that end on the day of the press conference on annual results and end on a day on which the Company publishes a quarterly, semi-annual or annual report and (ii) the period from the start of the day on which the Company publishes in the Federal Gazette (Bundesanzeiger) an offer to subscribe for new shares or convertible bonds or warrants to the end of the subscription period (plus any extension).

(3)	Subscription rights can only be exercised by the beneficiaries themselves, or their heirs. Subscription rights are legally non-transferable; they are, however, freely inheritable.

(4)

Evotec Restricted Share Plan 2020 – Terms & Conditions

(5)	When exercising subscription rights, the beneficiary must pay the exercise price for each resulting company share. The “Exercise Price” per share corresponds to the amount of the share capital attributable to each individual share at the time the subscription rights are exercised, currently €1.00.

(6)

§ 8 Change of Control and Divestiture

(1)

(2)

(3)

In the event of the divestment of a group company (Verbundene Unternehmen, § 15 AktG), a business or parts of businesses from the Evotec Group, any Restricted Share Award grants to any directly affected employees shall be settled in cash prior to executing the divestment. The settlement amount shall be based on the notional number of exercisable subscription rights pursuant to § 6, assuming that the Target for the Key Performance Indicator has been met for those years that cannot be finally assessed at that time.

The share price that will be used to determine the cash value of the notional number of exercisable subscription rights shall be the average share price of the Company stock in the closing auction of XETRA trading (or a corresponding successor system) on the last thirty (30) trading days of the Frankfurt stock exchange before the divestment was announced.

§ 9 Termination of Employment Contract

(1)	If a beneficiary ceases to be employed with the Evotec Group due to termination by the Company for good cause, the respective beneficiary will not be entitled to exercise any subscription rights and any rights related to a Restricted Share Awards grant shall lapse without compensation.

Evotec Restricted Share Plan 2020 – Terms & Conditions

(2)

If a beneficiary ceases to be employed with the Evotec Group during the Waiting Period due to a beneficiary-initiated termination, the respective beneficiary will not be entitled to exercise any subscription rights and any rights related to a Restricted Share Awards grant shall lapse without compensation. However, the Management Board may decide on the continuance of an appropriate number of exercisable subscription rights or a cash settlement to account for specific circumstances e.g. good leaver, unless such beneficiary joins a competitor of the Company, i.e. another CRO, within twelve (12) months following the departure.

The number of continuing exercisable subscription rights shall not exceed the notional number of exercisable subscription rights pursuant to § 6, assuming that the Minimum Target for the Key Performance Indicator has not been met for those years that cannot be finally assessed at that time. An example is attached in Appendix 3. Continuing exercisable subscriptions rights are exercisable after expiry of the respective Waiting Period.

(3)

If a beneficiary ceases to be employed with the Evotec Group during the Waiting Period due to a Company-initiated termination on grounds not related to the behaviour or performance of the respective beneficiary (i.e. enforced redundancy) or due to (early) retirement, a Restricted Share Awards grant remains unaffected and all resulting subscription rights are exercisable after expiry of the respective Waiting Period.

(4)

If a beneficiary ceases to be employed with the Evotec Group during the Waiting Period due to permanent disability or death, a Restricted Share Awards grant remains unaffected and all exercisable subscription rights are exercisable after expiry of the respective Waiting Period. However, the Management Board may decide that a Restricted Share Awards grant shall be settled in cash before. The settlement amount shall be based on the notional number of exercisable subscription rights pursuant to § 6, assuming that the Target for the Key Performance Indicator has been met for those years that cannot be finally assessed at that time.

§ 10 Taxation, Duties and other Expenses

§ 11 Claims, Applicable Law, Court of Jurisdiction

(1)	Any claim by an eligible beneficiary resulting from this Restricted Share Plan must be addressed to Evotec SE.

(2)	All rights and responsibilities arising out of this Restricted Share Plan as well as the interpretation of terms are in every respect governed by the Laws of the Federal Republic of Germany.

(3)	The court of jurisdiction for all disputes in connection with this Restricted Share Plan is Hamburg, Germany, unless mandatory legal regulations provide for a different court of jurisdiction.

Evotec Restricted Share Plan 2020 – Terms & Conditions

§ 12 Miscellaneous

(1)	If these Terms and Conditions come into conflict with the authorisation resolved by the Company’s Annual General Meeting on 16^th June 2020, the regulations of the shareholders’ resolution shall prevail.

(2)

Should individual clauses of the Plan conditions be or become invalid or non-feasible in part or in their totality or should there be a gap in these conditions, this shall in no way affect the validity of the other Plan conditions. The invalid or non-feasible clause shall, by the way of supplementary contractual interpretation, be replaced by a valid and feasible clause which corresponds to the spirit and purpose of the invalid and non-feasible clause. In case of a gap, an appropriate clause will be determined, which corresponds to what would have been stipulated according to the spirit and purpose of these Plan conditions, had the situation been addressed in the first place. This also holds true if the invalidity of a clause is based on a measurement of a benefit or time period which has been standardised in these Plan conditions.

(3)

§ 13 Validity

(1)	These Terms and Conditions follow the approval of the Restricted Share Plan 2020 by the Company’s Annual General Meeting on 16^th June 2020. They have been resolved by the Management Board of the Company and been approved by the Supervisory Board.

(2)

The Terms and Conditions are binding for the Company and the beneficiaries unless they are revised by the Management Board with approval of the Supervisory Board. It is understood that revisions of these Terms and Conditions for an award which has been made may only be amended with the consent of the beneficiary.

Evotec Restricted Share Plan 2020 – Terms & Conditions

Appendices

Appendix 1 – Number of Exercisable Restriction Share Awards

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Evotec Restricted Share Plan 2020 – Terms & Conditions

Appendix 2 – Number of Exercisable Subscription Rights

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Evotec Restricted Share Plan 2020 – Terms & Conditions

Appendix 3 – A of Subscription Rights in case of a Voluntary Termination of Employment

Scenario:

•

Number of Restricted Share Awards granted: 1,000

•

Plan beneficiary ceases to be employed 36 months after grant of the Restricted Share Awards due to a beneficiary-initiated termination

•

Management Board allows the continuance of exercisable subscription rights

•

Performance of the Key Performance Indicator is 80 % in year 1, 110 % in year 2, 65 % in year 3 and 95 % in year 4.

Final Number of subscription rights:

•

The applicable percentage results in 150 Exercisable Restricted Share Awards for year 1 (15 % of 1,000 granted Restricted Share Awards = 150 Exercisable Restricted Share Awards).

•

The applicable percentage results in 250 Exercisable Restricted Share Awards for year 2 (25 % of 1,000 granted Restricted Share Awards = 250 Exercisable Restricted Share Awards).

•

The applicable percentage results in 0 Exercisable Restricted Share Awards for year 3 (0 % of 1,000 granted Restricted Share Awards = 0 Exercisable Restricted Share Awards).

•

The applicable percentage results in 0 Exercisable Restricted Share Awards for year 4 (0 % of 1,000 granted Restricted Share Awards = 0 Exercisable Restricted Share Awards).

•

After the Waiting Period a total of 400 Restricted Share Awards (150 + 250 + 0 + 0) become 400 exercisable Subscription Rights to be exercised within the Exercise Period.

Exhibit 10.3

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Share Performance Plan 2017

Terms and Conditions

for

EVOTEC’s Senior Executives

Evotec AG

Manfred Eigen Campus

Essener Bogen 7

22419 Hamburg, Germany

List of Content

Objectives


§ 1	Eligibility	3

§ 2	Annual Grant	3

§ 3	Vesting Period	4

§ 4	Performance Measurement Period	4

§ 5	Key Performance Indicators	4

§ 6	Exercise of Shares	5

§ 7	Termination of employment contract	7

§ 8	Change of Control	8

§ 9	Taxation, Duties and other Expenses	8

§ 10	Claims, applicable law, court of jurisdiction	8

§ 11	Miscellaneous	8

§ 12	Validity	9


Appendix 1		Definitions

Appendix 2		Example for Calculation of granted Share Performance Awards

Appendix 3		Calculation of relative Total Shareholder Return performance

Appendix 4		Yearly Measurement with annual lock-in

Appendix 5		Calculation of Target Achievement

Appendix 6		Example of pro-rata allocation of Company shares in the case of termination of employment prior to the end of the Vesting Period

Evotec Share Performance Plan – Terms & Conditions

Objectives

Evotec AG, Hamburg (the “Company”), and its subsidiaries (together the “Evotec Group”) are active in a highly challenging and dynamic competitive landscape. To ensure the long-term success of the business it is essential to attract, retain, and motivate the senior executives, as currently grouped in grades 9 to 11.

The Evotec Share Performance Plan is an important step in supporting the interests of the Company’s shareholders and in establishing an attractive state-of-the-art long-term compensation tool that is in line with national and international remuneration and corporate governance standards as well as all applicable legal requirements and the German Corporate Governance Code.

§ 1 Eligibility

(1)

Subject to the terms and conditions of the authorisation resolved by the Company’s Annual General Meeting on 14^th June 2017, the key executives of the Evotec Group are eligible to participate in the Share Performance Plan. Participants shall include members of the executive bodies of affiliated companies in Germany and abroad as well as key employees of the Company and affiliated companies in grades 9 to 11, such as Executive Vice Presidents, Senior Vice Presidents and Vice Presidents.

(2)

In order to be eligible for a share performance grant under the Share Performance Plan, the participant must be employed by an Evotec Group company at the Grant Date, and must not be on a long-term absence or have given or received notice as of December 31^st of the year prior to awarding the respective grant.

(3)	The grant of Share Performance Awards in one year does not create any rights for future years.

(4)	The Company will notify each participant of their grant in written form.

(5)	If Share Performance Awards expire because a participant leaves Evotec AG or an affiliated company, or because an affiliated company leaves the Evotec Group within the authorisation period, a corresponding number of Share Performance Awards may be re-issued within the Authorisation Period.

§ 2 Annual Grant

(1)	Ordinarily, Share Performance Awards shall be granted once per annum.

(2)

The Grant Date each year will be the date when Supervisory Board of the Company in consultation with the Management Board award the Share Performance Awards. The Grant Date shall be within twelve (12) weeks following the beginning of each calendar year with a Performance Measurement Period starting at the beginning of such calendar year. In the first year (2017), Share Performance Awards may be issued in the period from the close of the Annual General Meeting until the completion of 16 weeks after entry of the contingent capital in the Commercial Register with a Performance Measurement Period starting at the beginning of 2017 and a Fair Market Value (FMV) as of 24 March 2017 (date of Supervisory Board approval of this scheme). For future years the FMV will always be calculated as of 1 January of that year.

(3)	The number of Share Performance Awards granted to each participant will be approved by the Management Board.

Evotec Share Performance Plan – Terms & Conditions

(4)	The number of Share Performance Awards will be based on a defined percentage of the participant’s total direct compensation (base salary, target annual bonus and target long-term incentives). This percentage will depend on the participant’s level within the organization as follows:

•

Executive Vice Presidents (Grade 11)—20% of total direct compensation

•

Senior Vice Presidents (Grade 10)—15% of total direct compensation, and

•

Vice Presidents (Grade 9)—10% of total direct compensation,

The final number of Share Performance Awards will be calculated based on the LTI value divided by the calculated relevant FMV. An example calculation is outlined in Appendix 2.

§ 3 Vesting Period

The Share Performance Awards will ordinarily vest four (4) years after the Grant Date (Vesting Period).

§ 4 Performance Measurement Period

For each annual award, the achievement will be measured over a Performance Measurement Period of four consecutive calendar years. The KPIs will be measured for each of the four consecutive calendar years (i.e. four performance periods), beginning with 01 January of the year in which the individual tranche of the Share Performance Award is issued as described in § 5 (3). The achieved performance for the specific year will be locked-in for the remaining Vesting Period as outlined below in § 6 (2).

§ 5 Key Performance Indicators

(1)	During the Performance Measurement Period the performance of the Evotec Group is measured annually on pre-defined Key Performance Indicators (KPI).

(2)

Two equally weighted KPIs have been set forth by the Annual General Meeting 2017 oriented on long-term value creation and consisting of “Share Price” (Aktienkurs) and “Relative Total Shareholder Return” (relative Aktienrendite). Relative Total Shareholder Return is a measure to determine the performance of an investment in the shares of the Company compared to the TecDAX. Relative Total Shareholder Return measures the return on a share investment over a period of time, including dividends as well as share price performance (positive and negative) and adjusted for any equity issues or share-splits.

(3)

Within each of the two KPIs there is a “Minimum Target” that has to be reached for Share Performance Awards to be exercised (partially), as well as a “Maximum Target” that, once it is reached, allows for all Share Performance Awards for the respective KPI (100%) to be exercised to the full amount, after the Vesting Period has expired (one Share Performance Award entitles the holder to subscribe in the maximum for no more than two whole shares in Evotec AG).

100% of the KPI “Share Price” (the “Target Share Price”) is achieved for a calendar year if the average share price of the Company stock in the closing auction of XETRA trading (or a corresponding successor system) on the last thirty (30) trading days of the Frankfurt stock exchange in the respective performance period, i.e. a calendar year (the “Closing Price”) exceeds by 8% the average share price of the Company stock in the closing auction of XETRA trading (or a corresponding successor system) on the last thirty (30) trading days of the Frankfurt stock exchange before the start

Evotec Share Performance Plan – Terms & Conditions

of the respective performance period (the “Opening Price”). The Minimum Target for the KPI “Share Price” is reached if the Closing Price is higher than the Opening Price. The Maximum Target for the KPI “Share Price”, which entitles all Share Performance Awards for this KPI to be exercised for the respective performance period, is reached if the Closing Price is 16% or more above the Opening Price.

100% of the KPI “Relative Total Shareholder Return” is achieved for a calendar year (the “Target Relative Total Shareholder Return”), when the Total Shareholder Return for the shares of the Company (average share price of the Company at the closing auction of XETRA trading (or a successor system) on the thirty (30) trading days at Frankfurt Stock exchange prior to the relevant date plus dividends, and adjusted for any equity issuance or share-splits, matches the Total Shareholder Return of the German TecDAX index during the same period. The Minimum Target for the KPI “Relative Total Shareholder Return” is achieved when the annual average Total Shareholder Return for the shares of the Company is 10%-points below the Total Shareholder Return of the TecDAX during the respective performance period (i.e. each calendar year). The Maximum Target, at which all the Share Performance Awards for the KPI “Relative Total Shareholder Return” can be exercised, is achieved when the annual average Total Shareholder Return for the shares of the Company is at least 10%-points above the average Total Shareholder Return of the TecDAX during the respective performance period. Relevant values of the Total Shareholder Return of the Company and of the Total Shareholder Return of the TecDAX will be calculated annually and based on the average TecDAX (Total Return Index) during the thirty (30) trading days at Frankfurt Stock exchange prior to the relevant date. An example of the calculation of the (relative) Total Shareholder Return performance is attached in Appendix 3.

§ 6 Exercise of Shares

(1)

The right to exercise awards from the Share Performance Plan arises only on expiry of the Vesting Period. Depending on the achievement of the Key Performance Indicators for each of the four years, each Share Performance Award entitles the participant to the subscription of up to a maximum of two Company shares. After each of the four performance periods (i.e. each calendar year) for a tranche of Share Performance Awards has ended, the target achievement for the two KPIs is determined as described in paragraph (2) below for the respective calendar year and the corresponding number of subscription rights are calculated and provisionally set. At the end of all the four performance periods, i.e. the four calendar years of one tranche, the subscription rights determined for each year are added and represent the total number of exercisable subscription rights. If this does not produce an integral number of exercisable subscription rights, the figure is rounded up to the next integral number. Fractional amounts of shares cannot be subscribed and no compensation is paid for any fractional amounts. The functioning of the Share Performance Plan is outlined in Appendix 4.

(2)

If one of the Target KPIs is achieved in full (100%) for a performance period, i.e. one calendar year, then for the respective Target KPI 12.5% of the entire Share Performance Awards in each tranche may be exercised after expiry of the Vesting Period in a ratio of 1:1, i.e. one Share Performance Award entitles the holder to subscribe for one whole share in the Company. If the Maximum Target for a KPI is achieved in full (200%) for a performance period, i.e. one calendar year, then for the respective Target KPI 12.5% of the entire Share Performance Awards in each tranche may be exercised after expiry of the Vesting Period in a ratio of 1:2, i.e. one Share Performance Award entitles the holder to subscribe for two whole shares in the Company. If at least the Minimum Target for a KPI is achieved, but not the Target KPI, then the ratio of subscription rights for the number of Share Performance Awards allocated to this performance indicator that can be exercised after expiry of the Vesting increases

Evotec Share Performance Plan – Terms & Conditions

on a straight-line basis between 1:0 and 1:1. A corresponding linear interpolation (between 1:1 and 1:2) applies if the respective Target KPI is achieved, but not the Maximum Target. If the calculation does not produce an integral percentage, the percentage is to be rounded up to the next integral number. The calculation of the target achievement is outlined in Appendix 5.

(3)

The shares exercised shall be created from the contingent capital of the Company resolved by the Company’s Annual General Meeting on 14^th June 2017. In order to have these new shares created, participants are required to make a payment of the nominal amount of €1 (one Euro) per share to Evotec upon exercising, independent from the trading price of the Evotec share at that point in time.

(4)

After expiry of the Vesting Period, Share Performance Awards issued in a tranche and the resulting subscription rights are exercised automatically via the stock exchange, without the participant taking any action, by an agent appointed by the Company, over no more than ten (10) trading days after the Vesting Period has expired. For this purpose, the participant has to have given irrevocable corresponding selling and/or holding instructions to an agent appointed by the Company nine months before the Vesting Period expires. If such instruction is not provided in time this will be deemed as a selling instruction of all respective shares. The new shares received are not subject to any specific lock-up; they are freely tradable immediately subject to insider trading rules which are the sole responsibility of each participant.

(5)

The Company reserves the right at its sole discretion to replace the shares to be allocated to the participants by a cash payment and/or Evotec shares kept in treasury by the Company. The value of the shares to be used in calculating the cash payment shall be the average share price during the thirty (30) day trading period immediately before the Vesting date.

(6)	Subscription rights can only be exercised by the participants themselves, or their heirs. Subscription rights are legally non-transferable; they can, however, be inherited.

(7)	Participants who do not make the payment of the nominal amount per share upon exercising will not receive the allocated shares; their rights in respect of the annual grant will lapse without any further compensation.

§ 7 Termination of employment contract

(1)

If a participant ceases to be employed with the Evotec Group during the Vesting Period due to termination by the Company for good cause, the respective participant will not be entitled to a share allocation and any rights under the grant of the Share Performance Awards shall lapse without any further compensation.

(2)

If a participant ceases to be employed with the Evotec Group during the four years Performance Measurement Period due to a self-initiated termination by the participant, the respective participant will not be entitled to a share allocation and any rights under the grant of the Share Performance Awards shall lapse without any further compensation. However, the Management Board is entitled to approve a pro-rata vesting of the granted Share Performance Awards in specific circumstances e.g. good leaver, , unless such participant joins a competitor. i.e. another CRO, of the Company within twelve (12) months following the departure.

Evotec Share Performance Plan – Terms & Conditions

(3)

If a participant ceases to be employed by the Evotec Group during the Vesting Period due to the request of the Company on grounds not related to the behaviour or performance of the respective participant (i.e. enforced redundancy), an amicable settlement or (early) retirement, all granted Share Performance Awards are exercisable – subject to § 6 – after the Vesting Period.

(4)

If a participant ceases to be employed by the Evotec Group during the Vesting Period due to permanent disability or death, all granted Share Performance Awards shall be settled immediately in cash. For those Share Performance Awards where the target achievement for the two KPIs has not been determined for a certain calendar year pursuant to § 6 (1), the target achievement for the remaining calendar years of the Performance Measurement Period shall be assumed at 100%.

(5)	The number of Company shares to be allocated in the case of a pro-rata vesting shall be determined as follows:

The KPIs will be evaluated over such period of the Performance Measurement Period at which the respective participant is with the Company. For the remainder of the Performance Measurement Period the achievement of KPIs is considered as “zero”. An example of such an allocation is attached to these Terms and Conditions in Appendix 6.

(6)	The calculation of the number of Company shares to be allocated shall not result in fractional Company shares. Therefore the number of Company shares shall be rounded up to the next integral number.

§ 8 Change of Control

(1)

(2)	If a Change of Control occurs during the Vesting Period, all Share Performance Awards for all participants under Evotec’s Share Performance Plan as described in these plan rules shall vest irrevocable at the moment of Change of Control and will be settled in full in cash.

(3)	The pay-out of such settlement set forth in § 8 (2) will be established as follows:

(a) The Key Performance Indicators will be evaluated over such period of the Performance Measurement Period until the Change of Control as outlined in § 6 above.

(b) As of the Change of Control for the remainder of the respective Performance Measurement Period,

•

The share price KPI will be assumed to be achieved 200% if the share price in the mandatory takeover bid in connection with the Change of Control is higher than 120% of the average share price comprising the twenty trading days prior to and the twenty days following the start of the Performance Measurement Period (forty trading day average). In the event that this 120% threshold is not reached, the achievement of a share price KPI would be at the sole discretion of the Supervisory Board.

•

It will be assumed that the KPI “Total Shareholder Return” was achieved by 100%

Evotec Share Performance Plan – Terms & Conditions

(c) The share price that will be used to determine the cash value of the allocated shares will be equal to the share price as indicated in the takeover bid as mandatory under German Takeover Law.

(4)	If a Change of Control occurs after the end of the Performance Measurement Period but before the Vesting date, the achieved performance on the KPIs will be evaluated and will be multiplied by a share price determined as in § 8 (3) (c) above to determine the cash payment.

§ 9 Taxation, Duties and other Expenses

Gains from this Share Performance Plan might be subject to tax and social security charges, depending on the applicable law in the respective jurisdiction. All taxes, duties and other expenses associated with the allocation and/or the pay-out of the settlement of the Share Performance Awards shall be borne by the participant, if there is no other mandatory statutory provision. The participant is liable for compliance with all the respective tax and social security laws as well as for the orderly payment of taxes and possibly accruing social security contributions. The respective employing company of the Evotec Group where applicable may have to withhold and pay the accruing taxes, duties and other expenses according to the applicable law on behalf of the participant, as long as this complies with accepted procedures in the respective jurisdiction.

§ 10 Claims, applicable law, court of jurisdiction

(1)	Any claim by an eligible participant resulting from this Share Performance Plan must be addressed to Evotec AG.

(2)	All rights and responsibilities arising out of this Share Performance Plan as well as the interpretation of terms are in every respect governed by the Laws of the Federal Republic of Germany.

(3)	The court of jurisdiction for all disputes in connection with this Share Performance Plan is Hamburg, Germany, as long as no mandatory legal regulations provide for a different court of jurisdiction.

§ 11 Miscellaneous

(1)	In the event that these Terms and Conditions conflict with the authorisation resolved by the Company’s Annual General Meeting on 14^th June 2017, the regulations of the shareholders’ resolution shall prevail.

(2)

Evotec Share Performance Plan – Terms & Conditions

(3)

If there are any changes to the stock exchange usages or other legal, economical or administrational changes during the term of the Share Performance Awards which make the enforcement of these Plan’s Terms and Conditions or of individual clauses significantly more difficult or impossible, the Company is with reasonable discretion entitled to make appropriate amendments.

§ 12 Validity

(1)	These Terms and Conditions follow the approval of the Share Performance Plan 2017 by the Company’s Annual General Meeting on 14^th June 2017. They have been resolved by the Management Board of the Company and been approved by the Supervisory Board on 25 August 2017.

(2)

The Terms and Conditions are binding for the Company and the participants unless they are revised by the Management Board with approval of the Supervisory Board. It is understood that revisions of these Terms and Conditions for an award which has been made may only be amended with the consent of the participant.

Evotec Share Performance Plan – Terms & Conditions

Appendices

Appendix 1 – Definitions


Company		Evotec AG, Hamburg, registered in the commercial register of the local court of Hamburg under HRB 68223

Evotec Group		Evotec AG and subsidiaries (Verbundene Unternehmen, § 15 AktG)

Fair Market Value		FMV – Current present value of the respective option rights at Grant Date

Grant Date		Date on which performance share awards are decided by the Supervisory Board (for the Management) or Management Board (for the other participants) respectively, regardless of the time of receipt, or the acceptance of the offer

Key Performance Indicator		KPI – Pre-defined target versus which Evotec Group achievements will be measured

Performance Measurement Period		Four consecutive calendar years, beginning with 01 January of the year in which the individual tranche of the Share Performance Award is issued

Share Performance Awards		Rights granted at Grant Date which will upon Vesting and depending on the achievement of KPIs result in a right to receive Company shares (or in specific cases a respective cash pay-out)

Vesting		Date on which Share Performance Awards will vest: Depending on the number of Share Performance Awards granted at Grant Date and on Evotec Group’s achievements during the Performance Measurement Period, a certain number of Company shares are allocated to each individual plan participant

Vesting Period		Four year period staring at Grant Date and ending at Vesting

Evotec Share Performance Plan – Terms & Conditions

Appendix 2 – Example for Calculation of granted Share Performance Awards

Total Direct Compensation:

Individual percentage / ( 100 -. Individual percentage) x (base salary plus target bonus)

Number of SPAs

Total Direct Compensation / Fair Market Value

Evotec Share Performance Plan – Terms & Conditions

Appendix 3 – Calculation of relative Total Shareholder Return performance

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Evotec Share Performance Plan – Terms & Conditions

Appendix 4 – Yearly measurement with yearly lock-in (of 25%)

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Evotec Share Performance Plan – Terms & Conditions

Appendix 5 – Calculation of Target Achievement

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Evotec Share Performance Plan – Terms & Conditions

Appendix 6 – Example of pro-rata allocation of Company shares in the case of termination of employment prior to the end of the Vesting Period:

Facts:

•

Number of Share Performance Awards granted: 10,000

•

Plan participant ceases to be employed 24 months after grant of the Share Performance Award; Terms & Conditions allow for pro-rata vesting

•

Target achievement for both KPIs in the first two years of the Performance Measurement Period is 110% (i.e. each year 25% of the Share Performance Awards are locked-in with a ratio of 1:1.1)

Number of shares to be allocated is:

Number of Share Performance Awards for year 1 of the Vesting Period:

10,000 x 25% = 2,500 Share Performance Awards

2,500 x 1.1 = 2,750 Company shares

Number of Share Performance Awards for year 2 of the Vesting Period:

10,000 x 25% = 2,500 Share Performance Awards

2,500 x 1.1 = 2,750 Company shares

Number of Share Performance Awards for years 3 and 4 of the Vesting Period:

Total: 5,500 Company shares

Exhibit 10.4

LOGO

Restricted Share Plan 2020

Terms and Conditions

for

EVOTEC’s Management Board

Evotec SE

Manfred Eigen Campus

Essener Bogen 7

22419 Hamburg, Germany

List of Content

Objectives


§ 1	Eligibility	3

§ 2	Biannual Grant of Awards	3

§ 3	Waiting Period and Exercise Period	4

§ 4	Performance Period	4

§ 5	Key Performance Indicator	4

§ 6	Exercisable Restricted Share Awards	4

§ 7	Exercise of Shares	5

§ 8	Change of Control	6

§ 9	Termination of Employment Contract	6

§ 10	Taxation, Duties and other Expenses	7

§ 11	Claims, Applicable Law, Court of Jurisdiction	7

§ 12	Miscellaneous	7

§ 13	Validity	8


Appendix 1		Number of Exercisable Restriction Share Awards

Appendix 2		Number of Exercisable Subscription Rights

Appendix 3		Potential Pay-Out and Cap

Appendix 4		Allocation of Subscription Rights in case of a Voluntary Termination of Employment

Evotec Restricted Share Plan 2020 – Terms & Conditions for Management Board

Objectives

§ 1 Eligibility

(1)	Subject to the terms and conditions of the authorisation resolved by the Company’s Annual General Meeting on 16^thJune 2020, members of the Management Board of Evotec Group are eligible to participate in the Restricted Share Plan.

(2)	To be eligible for a grant under the Restricted Share Plan, the member of the Management Board must hold office and must not have entered into a separation agreement with Evotec Group.

§ 2 Biannual Grant of Awards

(1)

(2)

(3)

(4)	A grant of Restricted Share Awards occurs independent from previous or future grants and particularly does not create any rights for future grants.

(5)	The Supervisory Board of the Company will notify each beneficiary of their grant in written form.

(6)

The number of Restricted Share Awards granted to a sole beneficiary relates to a defined Target Value as determined by the Supervisory Board and results from Evotec Restricted Share Plan 2020 – Terms & Conditions for Management Board dividing the Target Value by the applicable Fair Market Value (FMV) of a Restricted Share Award and rounding up the interim result to a whole number.

Evotec Restricted Share Plan 2020 – Terms & Conditions for Management Board

§ 3 Waiting Period and Exercise Period

§ 4 Performance Period

§ 5 Key Performance Indicator

(1)	The Restricted Share Awards can only be exercised if predefined targets for the applicable Key Performance Indicator “Adjusted EBITDA” have been met.

(2)	For Adjusted EBITDA, the “Target” for a fiscal year is met if actual Adjusted EBITDA meets or exceeds forecast Adjusted EBITDA. The “Minimum Target” is met if actual Adjusted EBITDA meets or exceeds 75% of forecast Adjusted EBITDA.

§ 6 Exercisable Restricted Share Awards

(1)	Once the annual report for a fiscal year of the Performance Period has been published, the number of exercisable Restricted Share Awards related to that year is determined as follows:

•

If the Target for the Key Performance Indicator has been met for that year, 25% of the original grant of Restricted Share Awards will become exercisable at the end of the Waiting Period.

•

Evotec Restricted Share Plan 2020 – Terms & Conditions for Management Board

(2)

The final number of exercisable Restricted Stock Awards represents the total number of exercisable subscription rights at the end of the Waiting Period. The calculation is outlined in Appendix 2.

§ 7 Exercise of Shares

(1)	After expiry of the Waiting Period, each exercisable subscription right may only be exercised once during the remaining term of the Restricted Share Award. All subscription rights must be exercised within a period of twelve months after the end of the respective Waiting Period (Exercise Period).

(2)

(3)	Subscription rights can only be exercised by the beneficiaries themselves, or their heirs. Subscription rights are legally non-transferable; they are, however, freely inheritable.

(4)

(5)	When exercising subscription rights, the beneficiary must pay the exercise price for each resulting company share. The “Exercise Price” per share corresponds to the amount of the share capital attributable to each individual share at the time the subscription rights are exercised, currently €1.00.

(6)

Evotec Restricted Share Plan 2020 – Terms & Conditions for Management Board

(7)

(8)	In the event of extraordinary developments, the Supervisory Board may fully or partially limit the matter and volume of the Restricted Share Awards granted to members of the Management Board.

§ 8 Change of Control

(1)

(2)

§ 9 Termination of Employment Contract

(1)	If a beneficiary ceases to hold office with the Evotec Group due to termination by the Company for good cause, the respective beneficiary will not be entitled to exercise any subscription rights and any rights related to a Restricted Share Awards grant shall lapse without compensation.

(2)

Evotec Restricted Share Plan 2020 – Terms & Conditions for Management Board

that cannot be finally assessed at that time. An example is attached in Appendix 4. Continuing exercisable subscriptions rights are exercisable after expiry of the respective Waiting Period.

(3)

(4)

§ 10 Taxation, Duties and other Expenses

§ 11 Claims, Applicable Law, Court of Jurisdiction

(1)	Any claim by an eligible beneficiary resulting from this Restricted Share Plan must be addressed to Evotec SE.

(2)	All rights and responsibilities arising out of this Restricted Share Plan as well as the interpretation of terms are in every respect governed by the Laws of the Federal Republic of Germany.

(3)	The court of jurisdiction for all disputes in connection with this Restricted Share Plan is Hamburg, Germany, unless mandatory legal regulations provide for a different court of jurisdiction.

§ 12 Miscellaneous

(1)	If these Terms and Conditions come into conflict with the authorisation resolved by the Company’s Annual General Meeting on 16^thJune 2020, the regulations of the shareholders’ resolution shall prevail.

(2)

Evotec Restricted Share Plan 2020 – Terms & Conditions for Management Board

(3)

§ 13 Validity

(1)	These Terms and Conditions follow the approval of the Restricted Share Plan 2020 by the Company’s Annual General Meeting on 16^thJune 2020. They have been resolved by the Supervisory Board of Evotec SE.

(2)	The Terms and Conditions are binding for the Company and the beneficiaries unless they are revised by the Supervisory Board. It is understood that revisions of these Terms and Conditions for an award which has been made may only be amended with the consent of the beneficiary.

Evotec Restricted Share Plan 2020 – Terms & Conditions for Management Board

Appendices

Appendix 1 – Number of Exercisable Restriction Share Awards

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Evotec Restricted Share Plan 2020 – Terms & Conditions for Management Board

Appendix 2 – Number of Exercisable Subscription Rights

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Evotec Restricted Share Plan 2020 – Terms & Conditions for Management Board

Appendix 3 – Potential Pay-Out and Cap

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Evotec Restricted Share Plan 2020 – Terms & Conditions for Management Board

Appendix 4 - Allocation of Subscription Rights in case of a Voluntary Termination of Employment

Scenario:

•

Number of Restricted Share Awards granted: 50,000

•

Plan beneficiary ceases to be employed 36 months after grant of the Restricted Share Awards due to a beneficiary-initiated resignation

•

Supervisory Board allows the continuance of exercisable subscription rights

•

Performance of the Key Performance Indicator is 80 % in year 1, 110 % in year 2, 65 % in year 3 and 95 % in year 4.

Final Number of subscription rights:

•

The applicable percentage results in 7,500 Exercisable Restricted Share Awards for year 1 (15 % of 50,000 granted Restricted Share Awards = 7,500 Exercisable Restricted Share Awards).

•

The applicable percentage results in 12,500 Exercisable Restricted Share Awards for year 2 (25 % of 50,000 granted Restricted Share Awards = 12,500 Exercisable Restricted Share Awards).

•

The applicable percentage results in 0 Exercisable Restricted Share Awards for year 3 (0 % of 50,000 granted Restricted Share Awards = 0 Exercisable Restricted Share Awards).

•

The applicable percentage results in 0 Exercisable Restricted Share Awards for year 4 (0 % of 50,000 granted Restricted Share Awards = 0 Exercisable Restricted Share Awards).

•

After the Waiting Period a total of 20,000 Restricted Share Awards (7.500 + 12.500 + 0 + 0) become 20,000 exercisable Subscription Rights to be exercised within the Exercise Period.

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Registration Statement (Form S-8) pertaining to the Employees’ Restricted Share Plan 2020 and Share Performance Plan 2017 of Evotec SE of our report dated July 9, 2021 (except for Note 4, to which the date is August 19, 2021), with respect to the consolidated financial statements of Evotec SE included in its Prospectus related to the Registration Statement on Form F-1, as amended (No. 333-260143) of American Depositary Shares representing ordinary shares, filed with the Securities and Exchange Commission.

/s/ Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft

Hamburg, Germany

November 9, 2021