Governance The actions of Evotec SE’s management and oversight bodies are determined by the principles of good and responsible Corporate Governance. An effective Corporate Governance is crucial for the Company’s business affairs as well as for capital market communication. This has always been of utmost significance to Evotec. With our commitment to complying with highest Corporate Governance standards we demonstrate our dedication to well-balanced and transparent rules to the market participants and internally emphasise the importance of our clearly defined management tools and responsibilities. For further information and documents concerning the Evotec Corporate Governance regarding Environmental Social Government (ESG) please refer to the ESG section on our website. OUR DEFINITION OF GOOD CORPORATE GOVERNANCE Due to our shares’ listings on the Frankfurt Stock Exchange and on NASDAQ and in respect of our international stakeholder base, Evotec recognises both German and international Corporate Governance standards. Good and transparent Corporate Governance ensures that the Company is managed and controlled in a responsible manner, with the objective of sustainable creation of value. The Management Board and Supervisory Board are convinced that compliance with high standards of Corporate Governance is a key factor of success. This also includes integrity in our dealings with employees, partners, shareholders and the public, which is demonstrated by the exemplary conduct of the Company’s management and controlling bodies. As a service provider and collaboration partner, we depend on our ability to win and retain the trust of our partners and customers through impeccable behaviour. Our objective is to be credible, solid and reliable and act accordingly. Evotec's Corporate Governance is therefore regularly reviewed and enhanced by the Management Board and the Supervisory Board. As part of the management strategy, we define and communicate specific goals on an annual basis. To accomplish these targets, we rely on the enterprise and initiative of our managers and employees. We achieve consensus on clearly defined objectives, and we regularly monitor how well we are meeting them. These agreements on targets are a key element of our leadership philosophy and an integral part of our remuneration system. Please find the current Declaration of Coporate Management below. DOWNLOADS Declaration of Corporate Management for the financial year 2020 PDF, 505.2 KB Former Declarations of Corporate Management (2013-2019) PDF, 1.7 MB DECLARATION OF COMPLIANCE BY THE MANAGEMENT BOARD AND SUPERVISORY BOARD WITH THE GERMAN CORPORATE GOVERNANCE CODE FOR THE YEAR 2020 The German Corporate Governance Code in its current version as of 16 December 2019 (the ‘Code’) contains principles, recommendations and suggestions for the Management Board and the Supervisory Board that are intended to ensure that the company is managed in its best interests. The Code highlights the obligation of Management Boards and Supervisory Boards – in line with the principles of the social market economy – to take into account the interests of the shareholders, the enterprise’s workforce and the other groups related to the enterprise (stakeholders) to ensure the continued existence of the enterprise and its sustainable value creation (the enterprise’s best interests). With the following exceptions, Evotec complies with all recommendations of the Code and the majority of the Code’s suggestions. In December 2020, Evotec’s Management Board and Supervisory Board declared in accordance with Section 161 of the German Stock Corporation Act (AktG): “Evotec SE has complied in 2020 with the recommendations of the Governmental Commission on the German Corporate Governance Code (the “Code”) as published in the official section of the Federal Gazette and intends to comply in the future with the recommendations of the Code, with the following exceptions: Pursuant to Section G of the Code, the monetary remuneration of the Management Board members comprises fixed and variable components. Variable remuneration components consist of a one-year variable remuneration determined by a bonus scheme and a long-term so-called Share Performance Plan scheme approved by the Annual General Meetings 2012, 2015 and 2017. The Share Performance Plans have a multiple-year assessment basis that has essentially forward-looking characteristics, whereas the bonus scheme is based on the achievement of certain strategic targets set by the Supervisory Board for a certain financial year. The Share Performance Plans comply with the recommendations set forth in Section G of the Code. In particular, they refer to specific key performance indicators and define a “Maximum Target”. However, as the issuance of awards under the Share Performance Plans 2012 and 2015 after the four-year vesting period is effected in shares, there is a cap for the number of awards upon allocation, but no other cap for the value of the allocated shares. That value will only be determined by the share price at that time without a pay-out cap. The Share Performance Plan 2017 has introduced such a cap with a maximum level of 350% of the contractual issue value and therefore complies in all respects with the Code. Stock options issued in existing stock option programmes before their replacement by the Share Performance Plans remain valid. While the exercise of options under these stock option programmes requires an increase of the share price, the exercise is not related to other relevant comparison parameters as recommended in Section G of the Code. This decision is based on the lack of relevant comparison benchmarks in the field of German Biotech at the time when the stock option programmes were created. “ Hamburg, December 2020 Management Board Supervisory Board DOWNLOADS Declaration of compliance with the German Corporate Governance Code for the year 2020 PDF, 74.2 KB Previous Corporate Governance Declarations (2014 - 2019) PDF, 241.2 KB German Corporate Governance Code The German Corporate Governance Code (the “Code”) presents essential statutory regulations for the management and supervision (governance) of German listed companies and contains internationally and nationally recognised standards for good and responsible governance. The Code aims at making the German Corporate Governance system transparent and understandable. Its purpose is to promote the trust of international and national investors, customers, employees and the general public in the management and supervision of listed German stock corporations. DOWNLOADS German Corporate Governance Code 2017 PDF, 231.4 KB German Corporate Governance Code 2019 PDF, 688.7 KB ARTICLES OF ASSOCIATION Please find below the latest Articles of Association of Evotec SE as of 10 November 2021. DOWNLOADS Articles of Association (10 November 2021) PDF, 107.1 KB MANAGEMENT BOARD Dr. Werner Lanthaler Chief Executive Officer Dr. Werner Lanthaler Chief Executive Officer Dr. Werner Lanthaler (Jahrgang 1968, österreichischer Staatsbürger) wurde am 06. März 2009 zum CEO von Evotec ernannt. Seine derzeitige Amtszeit läuft am 05. März 2026 aus. Von März 2000 bis März 2009 war er Finanzvorstand der Intercell AG. Während seiner Amtszeit entwickelte sich Intercell von einem Venture Capital finanzierten Biotechnologieunternehmen zu einem global agierenden Impfstoffspezialisten. Dr. Lanthaler kam eine Schlüsselrolle beim Erreichen vieler herausragender Meilensteine in der Firmenentwicklung zu. Darunter fallen die erteilte Zulassung für Intercells Impfstoff zur Behandlung von Japanischer Enzephalitis, die Unternehmensakquisitionen, strategische Partnerschaften mit Pharmafirmen sowie der Börsengang im Jahr 2005. Zuvor war Dr. Lanthaler von 1998 bis 2000 als Bereichsleiter der österreichischen Industriellenvereinigung und von 1995 bis 1998 als Senior Management Consultant der Unternehmensberatung McKinsey & Company beschäftigt. Er promovierte in Betriebswirtschaft an der Wirtschaftsuniversität Wien und erwarb seinen Master‘s Abschluss an der Harvard University sowie einen Abschluss in Psychologie. Dr. Werner Lanthaler ist Mitglied in den Boards of Directors von AC Immune SA (seit Juli 2018) und argenx SE (seit April 2014), wo er darüber hinaus Vorsitzender des Audit Committees ist. Zudem ist Dr. Lanthaler Mitglied des Aufsichtsrats der Topas Therapeutics GmbH (seit Oktober 2015). TWO-TIER MANAGEMENT AND OVERSIGHT SYSTEM: MANAGEMENT BOARD AND SUPERVISORY BOARD The two-tier system with a clear separation of management and control is a fundamental characteristic of Evotec’s Corporate Governance structure. The Management Board is responsible for managing Evotec and representing the Company in its dealings with third parties, while the Supervisory Board appoints or dismisses and oversees the members of the Management Board. German law prohibits the Supervisory Board from making operational management decisions. The two boards, however, work closely together to secure long-term and sustainable growth for the Company and to create shareholder value. The Annual General Meeting is the Company’s body representing the interests of the shareholders. MANAGEMENT BOARD The Management Board provides continuous and detailed updates to the Supervisory Board through verbal and written reports on the status of operations. The information provided includes written monthly management reports with extensive coverage of the Company’s financial figures for the previous month, accompanied by detailed comments and explanatory text. In addition, the Management Board must submit a budget for the following fiscal year and a plan for the medium term to the Supervisory Board. The Management Board is also required to report to the Supervisory Board in a timely fashion on any transactions that may be significant with respect to the profitability or liquidity of the Company in order to give the Supervisory Board an opportunity to express its opinion on such transactions prior to their implementation. Beyond this exchange of information and the discussions between the Boards, the Chairman of the Supervisory Board and the Chief Executive Officer as well as other members of the Management Board discuss current and ongoing topics whenever appropriate. RESPONSIBILITIES OF THE MANAGEMENT BOARD The Management Board of Evotec SE is responsible for the management of the Company, and it represents Evotec SE in all business undertakings with third parties. In consultation with the Supervisory Board, the Management Board determines the Company’s strategic direction and ensures its implementation. Its actions and decisions are determined by the Company’s best interests. The Management Board is committed to the objective of sustainable value creation while observing the interests of the Company’s shareholders, employees and other stakeholders. The members of the Management Board are jointly responsible for the entire management and decide on the fundamental issues of business policy and corporate strategy as well as on the annual and multi-year planning. MEMBERS OF THE MANAGEMENT BOARD Aside from the Chief Executive Officer, the Management Board of Evotec SE has three more members. The Chief Executive Officer coordinates the activities of the Management Board. In accordance with Recommendation B.3 of the Code, new members are appointed to the Management Board for a maximum period of three years. However, contracts may be extended by up to five years, which has been agreed with the current Chief Executive Officer and the Chief Scientific Officer. Management Board members may be reappointed and may be dismissed with good cause prior to the termination of their terms of office. The members of Evotec’s Management Board may not accept more than three Supervisory Board mandates in non-Group listed companies or in supervisory bodies of companies with similar requirements. Information on the individual mandates and professional activities of the Management Board members can be found on page 138f of the Annual Report 2020. Please find further information to all Management Board Members under this link. DIVERSITY WITHIN THE MANAGEMENT BOARD With regards to diversity within the Management Board, the Supervisory Board selects Management Board members regardless of gender, nationality or age. Appointments are made based on qualification and work experience only. In accordance with section 111, paragraph 5 of the German Stock Corporation Act (AktG), the Supervisory Board of Evotec SE set a quota for women’s representation on the Management Board for the first time in 2015. As the Management Board is composed of four male members with running contracts, the quota was set at 0%. Given the terms of the contracts agreed with the current members and because there are no plans to make changes to the Management Board at this point, this quota was confirmed for another five years in 2017. The Supervisory Board also reserves the right to base its decision to extend the contracts of current Management Board members solely on the members’ qualification and performance, regardless of their gender or nationality. Two out of four members of the Management Board are non-German currently. In accordance with Recommendation B.5 of the Code, Evotec has set an age limit for its Management Board members. Pursuant to section 1 paragraph 4 of the Rules of Procedure of the Supervisory Board of Evotec SE, the Supervisory Board must ensure that the age limit of 65 is observed when appointing new members to the Management Board. ASSIGNMENT OF DUTIES WITHIN THE MANAGEMENT BOARD The assignment of duties within the Management Boards is based on functional aspects as laid down in the rules of procedure. The Chief Executive Officer is in charge of Strategic Corporate Development including M&A, Human Resources, Marketing, Investor Relations and Corporate Communications, and the Chief Financial Officer is responsible for Finance, Controlling, Risk Management, Information Technology & Business Applications, Legal & Compliance, Procurement & Logistics, Facility Management and Equity. The Chief Operating Officer is responsible for the EVT Execute segment, Alliance management, Business Development, global operations plus Quality and Environment, Health and Safety (EHS). The Chief Scientific Officer is in charge of the EVT Innovate segment, Evotec BRIDGEs and Intellectual Property/Patent Management. The individual members of the Management Board generally assume the duties of their respective functions under their own responsibility. For any measures or transactions which are of exceptional importance for the Company or which expose the Company to extraordinary risk, prior approval by the entire Management Board is required. Further details are laid down in the rules of procedure. MANAGEMENT BOARD MEETINGS Meetings of the Management Board shall be called by the Chief Executive Officer. Each member of the Management Board may request that an extraordinary meeting of the Management Board be called outside its regular meetings. The board meetings are chaired by the Chief Executive Officer, who also coordinates the areas of responsibility. Persons who are not board members can, if so resolved by the Management Board, be admitted to board meetings in a consultative capacity. Brief minutes have to be made of material negotiations and resolutions. The Management Board generally approves resolutions at its meetings. Resolutions may also be approved in writing, by telex or by telephone without a meeting. The quorum for votes on resolutions is reached when the majority of the Management Board members participates in the vote. Resolutions of the Management Board are passed by a simple majority. In the event of a tie, the decision lies with the Chief Executive Officer. SUCCESSION PLAN FOR MANAGEMENT BOARD MEMBERS The Supervisory Board and the Management Board have agreed on a long-term succession plan. Aside from the requirements of the German Stock Corporation Act and the Corporate Governance Code, this plan takes account of the quota for women’s representation as well as the criteria for diversity on the Management Board as determined by the Supervisory Board. Based on the specific qualification requirements and the aforementioned criteria, the Nomination Committee of the Supervisory Board develops a profile for the ideal candidate which serves as a basis for a shortlist of available candidates. These candidates are then interviewed, and a recommendation is submitted to the Supervisory Board as a decision-making basis. External consultants may support the Supervisory Board and the Nomination Committee in developing job profiles and selecting candidates as needed. SUPERVISORY BOARD MEMBERS Prof. Dr Iris Löw-Friedrich Chief Medical Officer of UCB S.A., Chairperson of the Supervisory Board of Evotec SE Prof. Dr Iris Löw-Friedrich Chief Medical Officer of UCB S.A., Chairperson of the Supervisory Board of Evotec SE Prof. Dr Iris Löw-Friedrich (born in 1960, German citizen) was appointed Member of the Supervisory Board on 17 June 2014 and was re-elected as Member of the Supervisory Board by the Annual General Meeting 2019 on 19 June 2019 for a term of five years. Since 15 June 2021 she has been serving as chairwoman of the Supervisory Board. Her current term will expire at the end of the Annual General Meeting held in the year 2024. Since March 2008, Prof. Dr Iris Löw-Friedrich is serving as Chief Medical Officer and Executive Vice President Development and Medical Practices of UCB S.A., Brussels (Belgium). From 2001 to 2009, Prof. Dr Löw-Friedrich was a member of the Executive Board of Schwarz Pharma AG, Monheim am Rhein, with global responsibility for research and development. From 2000 to 2001, she served as Vice President Global Projects at BASF Pharma, Ludwigshafen. From 1992 to 2000, Prof. Dr Löw-Friedrich held various positions in the area of drug development at Hoechst AG, Frankfurt am Main, lastly as Vice President Clinical Development at Hoechst Marion Roussel/Aventis, Bridgewater, NJ, USA. Since April 2014, she has been Member of the Board of Directors at TransCelerate BioPharma Inc (Chairman of the Board of Directors from September 2015 until September 2017). TransCelerate BioPharma Inc is a non-profit organisation with membership of 20 major life science companies, including UCB. Since May 2016, Prof. Dr Löw-Friedrich has been serving as Member of the Supervisory Board of Fresenius SE & Co. KGaA. Prof. Dr Löw-Friedrich began her career in 1985 as a physician in the field of internal medicine at the University of Frankfurt/Main, Medical School, where she has also been a clinical professor for internal medicine since 2000. She studied medicine at the University of Frankfurt/Main, receiving her doctorate from this university in 1985. Prof Dr Iris Löw-Friedrich is independent in the opinion of the Company. Her position on the Executive Board of UCB S.A., which has a business relationship with Evotec SE, does not constitute dependency. Business relationships constitute a material and prolonged conflict of interest only in exceptional cases. The Supervisory Board has no influence on the volume of orders or the continuation or expansion of business relationships. This is the responsibility of the Management Board of Evotec SE, which not only represents the Company (section 78 of the German Stock Corporation Act (AktG)), but also makes decisions on these matters under its own responsibility (section 76, paragraph 1 of the German Stock Corporation Act (AktG)). There is also no intersecting executive body position. Latest update: June 2021 SUPERVISORY BOARD As laid down in the current Articles of Association of Evote SE, the Supervisory Board consists of six members which are elected by the shareholders by simple majority vote at the Annual General Meeting. Please find more information about all current Supervisory Board members under this link. The beginning and the end of the terms of office are shown in the table below: TENURE AND COMMITTEE MEMBERSHIP ON THE SUPERVISORY BOARD Prof Dr Iris Löw-Friedrich (Chairwoman of the Supervisory Board) Initial appointment to the Supervisory Board 2014 End of tenure 2024 Audit and Compliance Committee Renumeration and Nomination Committee X (Chair) Roland Sackers (Vice Chairman of the Supervisory Board) Initial appointment to the Supervisory Board 2019 End of tenure 2024 Audit and Compliance Committee X (Chair) Renumeration and Nomination Committee X Kasim Kutay Initial appointment to the Supervisory Board 2020 End of tenure 2024 Audit and Compliance Committee Renumeration and Nomination Committee X Dr Mario Polywka Initial appointment to the Supervisory Board 2019 End of tenure 2024 Audit and Compliance Committee X Renumeration and Nomination Committee Dr Elaine Sullivan Initial appointment to the Supervisory Board 2015 End of tenure 2024 Audit and Compliance Committee Renumeration and Nomination Committee X Dr Constanze Ulmer-Eilfort1) Initial appointment to the Supervisory Board 2021 End of tenure 2024 Audit and Compliance Committee X Renumeration and Nomination Committee 1) Member of the Supervisory Board since the AGM in June 2021 COMPOSITION OF THE SUPERVISORY BOARD: DIVERSITY AND INDEPENDENCY CRITERIA FULLFILLED In accordance with the Code’s recommendations, the members were appointed to the Supervisory Board regardless of gender, nationality or age based on the following criteria: qualification, work experience and competence, independence and diversity. However, the age limit set by the Supervisory Board determines that a candidate may not be older than 72 years at the time of the proposal. In addition, the Supervisory Board has agreed on two full terms as the regular limit of length of membership. Adequate female representation on the Supervisory Board is also intended with a gender quota requiring a minimum of 30% of men and women. Furthermore, the Supervisory Board has set specific targets for its composition and competencies and developed a Profile of Competencies and Expertise which reflects the company-specific situation. These targets and profiles provide that in consideration of the company-specific situation, the majority of the Supervisory Board members must have national and international experience in the following areas: (i) research and development, (ii) finance, capital markets, law, corporate governance, (iii) marketing, distribution and operations, and (iv) (public) health. In addition, thorough screening of candidates for the Supervisory Board early in the selection process is meant to avoid potential conflicts of interest. The Supervisory Board shall be composed in such a way that the majority of its members are independent and that its members as a group possess the knowledge, ability and expert experience required to properly complete its tasks. Currently, the composition of Evotec’s Supervisory Board fulfils all those objectives: Five members are considered independent within the meaning of the German Corporate Governance Code. Three members are female, and two nationalities are represented on the Board. Only Dr Mario Polywka, who served as COO of Evotec until 31 December 2018 and who was elected to the Supervisory Board on the recommendations of a group of shareholders who together hold more than 25% of the total number of voting rights in the Company, is regarded as not independent. The current composition of the Supervisory Board fully represents the competence profile as set out above. Prof Dr Iris Löw-Friedrich (Chairwoman of the Supervisory Board) Research and Development X Finance, Capital Markets, Law, Corporate Governance Marketing, Sale, Operating Business (public) Health System X Nationality/ Age 1960 German Independence X Roland Sackers (Vice Chairman of the Supervisory Board) Research and Development Finance, Capital Markets, Law, Corporate Governance X Marketing, Sale, Operating Business (public) Health System Nationality/ Age 1968 German Independence X Dr Mario Polywka Research and Development X Finance, Capital Markets, Law, Corporate Governance Marketing, Sale, Operating Business X (public) Health System Nationality/ Age 1963 British Independence Kasim Kutay Research and Development Finance, Capital Markets, Law, Corporate Governance X Marketing, Sale, Operating Business X (public) Health System Nationality/ Age 1965 British Independence X Dr Elaine Sullivan Research and Development X Finance, Capital Markets, Law, Corporate Governance Marketing, Sale, Operating Business X (public) Health System Nationality/ Age 1961 British Independence X Dr Constanze Ulmer-Eilfort Research and Development Finance, Capital Markets, Law, Corporate Governance Marketing, Sale, Operating Business X (public) Health System Nationality/ Age 1962 German Independence X The members of the Supervisory Board assume full responsibility for any training and educational measures required for their duties. ELECTION OF SUPERVISORY BOARD MEMBERS The Supervisory Board appoints a Chairman and a Vice Chairman from amongst its members. The Chairman of the Supervisory Board coordinates the work of the Supervisory Board and externally represents the concerns of the body. The Chairman is available to discuss issues pertaining to the Supervisory Board with investors upon request. The members of the Supervisory Board are elected for a period of five years and may be re-elected for a maximum of two full terms of office. The Supervisory Board appoints and dismisses the members of the Management Board and advises and oversees the Management Board in the management of the Company. The Management Board and the Supervisory Board maintain an open dialogue which is treated with confidentiality by both parties. The Supervisory Board, in particular the Chairman of the Supervisory Board, exchanges information with the Management Board on a regular basis. In numerous conference calls as needed, the Management Board continuously informed the Supervisory Board of the Company’s operational business and further current issues such as strategy, planning, risk management, and compliance management systems, providing in-depth analyses both orally and in writing. Pursuant to Recommendation D.7 of the Code, the Supervisory Board held regular board meetings also without the attendance of the Management Board. More information about the Supervisory Board can be found in the Declaration of Corporate Management as well as in the Supervisory Board Report. Please find the respective documents for Download below. DOWNLOADS Declaration of Corporate Managment for the financial year 2020 PDF, 505.2 KB Former Declarations of Corporate Management (2014-2019) PDF, 1.7 MB Supervisory Board Report 2020 PDF, 102.3 KB SUPERVISORY BOARD MEETINGS The articles of association provide that resolutions by the Supervisory Board shall typically be passed in meetings. However, in individual cases and upon the Chairman’s instruction, resolutions can be passed and meetings held by written notice, by telephone, by telex, by fax or by other means of telecommunication. The articles of association further provide that more than half of the members of the Supervisory Board must participate in voting on a resolution, either in person or in writing or in another permissible form, to constitute a quorum. If such a quorum is not met, a new meeting shall be called with a notice period of two weeks, in which case three present board members constitute a quorum. Absent members may participate in a resolution by delivering a written vote to the Supervisory Board. Resolutions of the Supervisory Board are passed by a simple majority of the votes cast. The Supervisory Board has its own internal rules of procedure. Please find below the Rules of Procedure of the Supervisory Board for Download. DOWNLOADS Rules of Procedure of the Supervisory Board PDF, 114.5 KB THE ACTIVITIES OF THE SUPERVISORY BOARD COMPLY WITH THE CORPORATE GOVERNANCE CODE A significant proportion of the Supervisory Board’s work is conducted in committees. From among its members, Evotec’s Supervisory Board has established, pursuant to the German Stock Corporation Act and the recommendations of the Code, an Audit and Compliance Committee as well as a Remuneration and Nomination Committee. Members of both committees are appointed in accordance with the Code. Evotec’s Audit and Compliance Committee, comprising three members, supports the Supervisory Board in independently overseeing the Company’s financial reporting activities and in auditing reports. In particular, the Audit and Compliance Committee scrutinises the Company’s accounting processes, the effectiveness of the internal control systems, and the audit. In this context, it discusses the quarterly and half-year reports as well as the risk management and compliance management systems with the Management Board. Within the scope of the audit of the financial statements commissioned by the Supervisory Board, the Audit and Compliance Committee also discusses certain steps and procedures of the audit with the appointed auditing firm, including the auditors’ independence, the additional services rendered by the auditor, the issuing of the audit mandate to the auditing firm, the determination of auditing focal points, the fee agreement and compliance issues. The members of the Audit Committee possess the required skills and experience. As Chief Financial Officer, Roland Sackers is not only independent but also has the required specialist knowledge and experience in the application of accounting principles and internal control processes. Neither the Chairman of the Supervisory Board nor a former member of the Management Board may become Chairman of the Audit Committee. The Audit and Compliance Committee meets at least four times per year. Please find below the Audit Committee’s charter for Download. DOWNLOADS Audit & Compliance Committee Charter (November 2021) PDF, 417.2 KB The main duties and responsibilities of the Company’s Remuneration and Nomination Committee are to prepare the appointment of Management Board members and to prepare their remuneration system and Share Performance Plan. Decisions in this context are made by the full Supervisory Board. Members of committees are appointed in accordance with the Code. Detailed information on the composition of the Supervisory Board’s committees is shown in the table below. SUPERVISORY BOARD COMMITEES (as of June 2021) Prof. Dr Iris Löw-Friedrich (Chairperson) Audit and Compliance CommitteeAudit and Compliance Committee Remuneration and Nomination Committee X (Chair) Roland Sackers (Vice Chairman) Audit and Compliance CommitteeAudit and Compliance Committee X (Chair) Remuneration and Nomination Committee X Kasim Kutay Audit and Compliance CommitteeAudit and Compliance Committee Remuneration and Nomination Committee X Dr Mario Polywka Audit and Compliance CommitteeAudit and Compliance Committee X Remuneration and Nomination Committee Dr Elaine Sullivan Audit and Compliance CommitteeAudit and Compliance Committee Remuneration and Nomination Committee X Dr Constanze Ulmer-Eilfort1) Audit and Compliance CommitteeAudit and Compliance Committee X Remuneration and Nomination Committee 1) In the Supervisory Board since AGM in June 2021 Attendance at meetings of the Supervisory Board and its Comittees 2020 Supervisory Board member Prof. Dr Wolfgang Plischke (Chairman) Number of Supervisory Board and committee meetings 4+4 Participation 4+4 Presence* 100% Supervisory Board member Prof. Dr Iris Löw-Friedrich (Vice Chairperson) Number of Supervisory Board and committee meetings 4+6 Participation 4+6 Presence* 100% Supervisory Board member Dr Mario Polywka Number of Supervisory Board and committee meetings 4+0 Participation 4+0 Presence* 100% Supervisory Board member Kasim Kutay1 Number of Supervisory Board and committee meetings 2+2 Participation 2+2 Presence* 100% Supervisory Board member Roland Sackers Number of Supervisory Board and committee meetings 4+8 Participation 4+8 Presence* 100% Supervisory Board member Dr Michael Shalmi2 Number of Supervisory Board and committee meetings 2+2 Participation 2+2 Presence* 100% Supervisory Board member Dr Elaine Sullivan Number of Supervisory Board and committee meetings 4+4 Participation 4+4 Presence* 4+4 * Commercially rounded 1 In the Supervisory Board since AGM in June 2020 2 In the Supervisory Board until AGM in June 2020 REMUNERATION OF MANAGEMENT AND SUPERVISORY BOARD 2021 DOCUMENTS REMUNERATION MANAGEMENT AND SUPERVISORY BOARD PDF Description remuneration system Supervisory Board PDF 97 kb PDF Remuneration system Supervisory Board - Proposal and Resolution PDF 357 kb PDF Description remuneration system Management Board PDF 1006 kb PDF Remuneration system Management Board - Proposal and Resolution PDF 331 kb REMUNERATION REPORT 2020 DOWNLOADS Remuneration Report 2020 PDF, 229.1 KB DISCLOSURE OF MANAGEMENT TRANSACTIONS (DIRECTORS' DEALINGS) Notification about Directors’ Dealings under article 19 European Market Abuse Regulation (MAR) Information about the transaction with duty of notification Description of the financial instrument: Share ISIN of the financial instrument: DE0005664809 Date 30 August 2021 Name Mario Polywka Position Member of the Supervisory Board Type Exercise against Cash Settlement (Share Performance Plan) No of items 20,384 Price EUR 42.47 Total EUR 865,612.68 Date 30 August 2021 Name Cord Dohrmann Position Member of the Management Type Purchase of shares by exercising stock options (Share Performance Plan) No of items 10,362 Price EUR 42.47 Total EUR 440,025.44 Date 30 August 2021 Name Cord Dohrmann Position Member of the Management Type Exercise against Cash Settlement (Share Performance Plan) No of items 10,547 Price EUR 42.47 Total EUR 447,881.52 Date 30 August 2021 Name Craig Johnstone Position Member of the Management Type Purchase of shares by exercising stock options (Share Performance Plan) No of items 6,387 Price EUR 42.47 Total EUR 271,225.87 Date 30 August 2021 Name Craig Johnstone Position Member of the Management Type Exercise against Cash Settlement (Share Performance Plan) No of items 6,388 Price EUR 42.47 Total EUR 271,268.34 Date 30 August 2021 Name Enno Spillner Position Member of the Management Type Purchase of shares by exercising stock options (Share Performance Plan) No of items 8,614 Price EUR 42.47 Total EUR 365,796.09 Date 30 August 2021 Name Enno Spillner Position Member of the Management Type Exercise against Cash Settlement (Share Performance Plan) No of items 8,768 Price EUR 42.47 Total EUR 372,335.75 Date 30 August 2021 Name Werner Lanthaler Position Member of the Management Type Purchase of shares by exercising stock options (Share Performance Plan) No of items 35,136 Price EUR 42.47 Total EUR 1,492,060.78 Date 30 August 2021 Name Werner Lanthaler Position Member of the Management Type Exercise against Cash Settlement (Share Performance Plan) No of items 35,766 Price EUR 42.47 Total EUR 1,518,813.92 Date 29 January 2021 Name Craig Johnstone Position Member of the Management Type Exercise against Cash Settlement (Share Performance Plan) No of items 10,115 Price EUR 33.22 Total EUR 336,010.19 Date 28 January 2021 Name Werner Lanthaler Position Member of the Management Type Purchase of shares by exercising stock options (Share Performance Plan) No of items 184,174 Price EUR 34.64 Total EUR 6,379,032.25 Date 28 January 2021 Name Werner Lanthaler Position Member of the Management Type Exercise against Cash Settlement (Share Performance Plan) No of items 193,500 Price EUR 34.64 Total EUR 6,702,046.65 Date 28 January 2021 Name Enno Spillner Position Member of the Management Type Purchase of shares by exercising stock options (Share Performance Plan) No of items 32,589 Price EUR 34.64 Total EUR 1,128,749.35 Date 28 January 2021 Name Enno Spillner Position Member of the Management Type Exercise against Cash Settlement (Share Performance Plan) No of items 60,000 Price EUR 34.64 Total EUR 2,078,154.00 Date 15 December 2020 Name Cord Dohrmann Position Member of the Management Type Exercise against Cash Settlement (Share Performance Plan) No of items 111,376 Price EUR 25.53 Total EUR 2,843,741.13 Date 07 December 2020 Name Craig Johnstone Position Member of the Management Type Exercise against Cash Settlement (Share Performance Plan) No of items 4,000 Price EUR 25.01 Total EUR 100,058.40 Date 26 November 2020 Name Cord Dohrmann Position Member of the Management Type Exercise against Cash Settlement (Stock Option Programme) No of items 32,594 Price EUR 22.38 Total EUR 729,535.21 Date 13 November 2020 Name Mario Polywka Position Member of the Supervisory Board Type Exercise against Cash Settlement (Share Performance Plan) No of items 107,908 Price EUR 24.23 Total EUR 2,614,729.54 Date 02 September 2020 Name Werner Lanthaler Position Member of the Management Type Purchase of shares by exercising stock options (Share Performance Plan) No of items 11,576 Price EUR 22.01 Total EUR 254,787.76 Date 02 September 2020 Name Werner Lanthaler Position Member of the Management Type Exercise against Cash Settlement (Share Performance Plan) No of items 11,824 Price EUR 22.01 Total EUR 260,246.24 Date 02 September 2020 Name Werner Lanthaler Position Member of the Management Type Purchase of shares by exercising stock options (Share Performance Plan) No of items 8,244 Price EUR 21.8267 Total EUR 179,939.31 Date 02 September 2020 Name Werner Lanthaler Position Member of the Management Type Exercise against Cash Settlement (Share Performance Plan) No of items 8,356 Price EUR 21.8267 Total EUR 182,383.91 Date 31 August 2020 Name Werner Lanthaler Position Member of the Management Type Purchase of shares by exercising stock options (Share Performance Plan) No of items 19,764 Price EUR 21.1379 Total EUR 417,769.46 Date 31 August 2020 Name Werner Lanthaler Position Member of the Management Type Exercise against Cash Settlement (Share Performance Plan) No of items 20,236 Price EUR 21.1379 Total EUR 427,746.54 Date 28 August 2020 Name Werner Lanthaler Position Member of the Management Type Purchase of shares by exercising stock options (Share Performance Plan) No of items 41,034 Price EUR 21.1122 Total EUR 866,318.01 Date 28 August 2020 Name Werner Lanthaler Position Member of the Management Type Exercise against Cash Settlement (Share Performance Plan) No of items 42,050 Price EUR 21.1122 Total EUR 887,768.01 Date 28 August 2020 Name Cord Dohrmann Position Member of the Management Type Purchase of shares by exercising stock options (Share Performance Plan) No of items 20,000 Price EUR 21.1122 Total EUR 422,244.00 Date 28 August 2020 Name Cord Dohrmann Position Member of the Management Type Exercise against Cash Settlement (Share Performance Plan) No of items 31,215 Price EUR 21.1122 Total EUR 659,017.32 Date 14 August 2020 Name Werner Lanthaler Position Member of the Management Type Purchase No of items 20,000 Price EUR 21.70 Total EUR 434,000.00 Date 23 June 2020 Name Werner Lanthaler Position Member of Management Type Purchase of Shares by exercising stock options (Share Performance Plan) No of items 40,524 Price EUR 24.2403 Total EUR 982,313.92 Date 23 June 2020 Name Werner Lanthaler Position Member of Management Type Exercise against cash settlement Transaction linked to the exercise of share option programmes No of items 41,476 Price EUR 24.2403 Total EUR 1,005,390.68 Date 03 June 2020 Name Cord Dohrmann Position Member of Management Type Exercise against cash settlement Transaction linked to the exercise of share option programmes No of items 30,000 Price EUR 23.3362 Total EUR 700,086.00 Date 21 February 2020 Name Cord Dohrmann Position Member of Management Type Exercise against cash settlement Transaction linked to the exercise of share option programmes No of items 30,000 Price EUR 24.9126 Total EUR 747,378.00 Date 29 January 2020 Name Craig Johnstone Position Member of Management Type Exercise against Cash Settlement (Share Performance Plan No of items 1,250 Price EUR 24.6308 Total EUR 30,788.50 Date 29 January 2020 Name Craig Johnstone Position Member of Management Type Exercise against Cash Settlement (Share Performance Plan) No of items 19,836 Price EUR 24.6308 Total EUR 488,576.5488 Date 10 January 2020 Name Mario Polywka Position Member of the Supervisory Board Type Exercise against Cash Settlement (Share Performance Plan) No of items 127,155 Price EUR 22.7879 Total EUR 2,897,595.42 Date 15 November 2019 Name Werner Lanthaler Position Member of Management Type Purchase No of items 10,000 Price EUR 18.4725 Total EUR 184,724.80 Date 24 September 2019 Name Werner Lanthaler Position Member of Management Type Exercise against Cash Settlement (Share Performance Plan) No of items 13,950 Price EUR 20.4628 Total EUR 285,456.06 Date 24 September 2019 Name Werner Lanthaler Position Member of Management Type Exercise against Cash Settlement (Share Performance Plan) No of items 54,263 Price EUR 20.4628 Total EUR 1,110,372.9164 Date 24 September 2019 Name Cord Dohrmann Position Member of Management Type Exercise against Cash Settlement (Share Performance Plan) No of items 71,873 Price EUR 20.3379 Total EUR 1,461,745.8867 Date 24 September 2019 Name Cord Dohrmann Position Member of Management Type Exercise against Cash Settlement (Share Performance Plan) No of items 109,863 Price EUR 20.3379 Total EUR 2,234,382.7077 Date 24 September 2019 Name Werner Lanthaler Position Member of Management Type Exercise against Cash Settlement (Share Performance Plan) No of items 57,167 Price EUR 20.4628 Total EUR 1,169,796.8876 Date 23 September 2019 Name Cord Dohrmann Position Member of Management Type Purchase of Shares by exercising stock options (Share Performance Plan) No of items 26,900 Price EUR 20.3379 Total EUR 547,089.51 Date 20 September 2019 Name Cord Dohrmann Position Member of Management Type Exercise against Cash Settlement (Share Performance Plan) No of items 27,078 Price EUR 20.0086 Total EUR 541,792.8708 Date 20 September 2019 Name Werner Lanthaler Position Member of Management Type Exercise against Cash Settlement (Share Performance Plan) No of items 14,050 Price EUR 20.0086 Total EUR 281,120.83 Date 03 September 2019 Name Werner Lanthaler Position Member of Management Type Purchase No of items 10,000 Price EUR 19.00 Total EUR 190,000.00 Date 19 August 2019 Name Werner Lanthaler Position Member of Management Type Purchase No of items 10,000 Price EUR 18.866059 Total EUR 188,660.59 Date 15 August 2019 Name Cord Dohrmann Position Member of Management Type Purchase No of items 1,000 Price EUR 19.0375 Total EUR 19,037.50 Date 12 July 2019 Name Werner Lanthaler Position Member of Management Type Purchase of shares by exercising stock options (Share Performance Plan) No of items 280 Price EUR 24.40 Total EUR 6,832.00 Date 12 July 2019 Name Werner Lanthaler Position Member of Management Type Exercise against Cash Settlement (Share Performance Plan) No of items 290 Price EUR 24.40 Total EUR 7,076.00 Date 04 July 2019 Name Craig Johnstone Position Member of Management Type Exercise against Cash Settlement (Stock option programme) No of items 7,126 Price EUR 23.9312 Total EUR 170,533.7312 Date 03 July 2019 Name Werner Lanthaler Position Member of Management Type Purchase of shares by exercising stock options (Share Performance Plan) No of items 55,000 Price EUR 24.50 Total EUR 1,347,500.00 Date 03 July 2019 Name Werner Lanthaler Position Member of Management Type Exercise against Cash Settlement (Share Performance Plan) No of items 84,630 Price EUR 24.50 Total EUR 2,073,435.00 Date 31 May 2019 Name Cord Dohrmann Position Member of Management Type Exercise against Cash Settlement (Stock option programme) No of items 50,000 Price EUR 19.4458 Total EUR 972,290.00 Date 29 May 2019 Name Craig Johnstone Position Member of Management Type Exercise against Cash Settlement (Share Performance Plan) No of items 7,000 Price EUR 21.6392 Total EUR 151,474.40 Date 12 Feb 2019 Name Werner Lanthaler Position Member of Management Type Purchase of shares by exercising stock options (Share Performance Plan) No of items 30,000 Price EUR 19.5429 Total EUR 586,287.00 Date 12 Feb 2019 Name Werner Lanthaler Position Member of Management Type Exercise against Cash Settlement (Share Performance Plan) No of items 70,000 Price EUR 19.5429 Total EUR 1,368,003.00 Date 11 Feb 2019 Name Werner Lanthaler Position Member of Management Type Purchase of shares by exercising stock options (Share Performance Plan) No of items 30,000 Price EUR 19.2454 Total EUR 577,362.00 Date 11 Feb 2019 Name Werner Lanthaler Position Member of Management Type Exercise against Cash Settlement (Share Performance Plan) No of items 70,000 Price EUR 19.2454 Total EUR 1,347,178.00 Date 22 Jan 2019 Name Cord Dohrmann Position Member of Management Type Exercise against Cash Settlement (Share Performance Plan) No of items 50,000 Price EUR 19.3282 Total EUR 966,410.00 Date 11 Jan 2019 Name Werner Lanthaler Position Member of Management Type Purchase of shares by exercising stock options (Share Performance Plan) No of items 80,190 Price EUR 19.0599 Total EUR 1,528,413.38 Date 11 Jan 2019 Name Werner Lanthaler Position Member of Management Type Exercise against Cash Settlement (Share Performance Plan) No of items 69,810 Price EUR 19.0599 Total EUR 1,330,571.62 Date 29 Nov 2018 Name Cord Dohrmann Position Member of Management Type Exercise against Cash Settlement (Stock option programme) No of items 29,220 Price EUR 17.6169 Total EUR 514,765.82 Date 16 November 2018 Name Mario Polywka Position Member of Management Type Exercise against Cash Settlement (Share Performance Plan) No of items 216,666 Price EUR 18.8146 Total EUR 4,076,484.12 Date 02 October 2018 Name Mario Polywka Position Member of Management Type Exercise against Cash Settlement (Share Performance Plan) No of items 75,000 Price EUR 17.6166 Total EUR 1,321,245.00 Date 15 September 2017 Name Werner Lanthaler Position Member of Management Type Purchase of shares by exercising stock options (Share Performance Plan) No of items 59,905 Price EUR 17.7711 Total EUR 1,064,577.75 Date 15 September 2017 Name Werner Lanthaler Position Member of Management Type Exercise against Cash Settlement (Share Performance Plan) No of items 55,000 Price EUR 17.7711 Total EUR 977,410.50 Date 07 September 2017 Name Cord Dohrmann Position Member of Management Type Exercise against Cash Settlement (Share Performance Plan) No of items 48,883 Price EUR 16.6007 Total EUR 811,492.02 Date 04 September 2017 Name Mario Polywka Position Member of Management Type Exercise against Cash Settlement (Share Performance Plan) No of items 43,261 Price EUR 15.5612 Total EUR 673,193.0732 Date 23 August 2017 Name Werner Lanthaler Position Member of Management Type Exercise against Cash Settlement (Stock option programme) No of items 132,000 Price EUR 13.57 Total EUR 1,791,240.00 Date 23 August 2017 Name Werner Lanthaler Position Member of Management Type Purchase of shares by exercising stock options (Stock option programme) No of items 118,000 Price EUR 13.57 Total EUR 1,601,260.00 Date 18 August 2017 Name Werner Lanthaler Position Member of Management Type Purchase of shares by exercising stock options (Stock option programme) No of items 20,654 Price EUR 12.639 Total EUR 261,045.906 Date 18 August 2017 Name Werner Lanthaler Position Member of Management Type Exercise against Cash Settlement (Stock option programme) No of items 11,940 Price EUR 12.639 Total EUR 150,909.66 Date 17 August 2017 Name Werner Lanthaler Position Member of Management Type Exercise against Cash Settlement (Share Performance Plan) No of items 55,400 Price EUR 14.5105 Total EUR 803,881.70 Date 15 August 2017 Name Cord Dohrmann Position Member of Management Type Exercise against Cash Settlement (Share Performance Plan) No of items 28,000 Price EUR 12.08 Total EUR 338,240.00 Date 31 March 2017 Name Werner Lanthaler Position Member of Management Type Exercise against Cash Settlement (Stock option programme) No of items 31,000 Price EUR 6.908 Total EUR 214,148.00 Date 30 March 2017 Name Werner Lanthaler Position Member of Management Type Purchase of shares by exercising stock options (Stock option programme) No of items 37,000 Price EUR 6.6904 Total EUR 247,544.80 Date 30 March 2017 Name Werner Lanthaler Position Member of Management Type Exercise against Cash Settlement (Stock option programme) No of items 63,000 Price EUR 6.6904 Total EUR 421,495.20 Date 29 March 2017 Name Cord Dohrmann Position Member of Management Type Exercise against Cash Settlement (Share Performance Plan) No of items 20,000 Price EUR 7.9329 Total EUR 158,658.00 Date 29 March 2017 Name Werner Lanthaler Position Member of Management Type Exercise against Cash Settlement (Stock option programme) No of items 63,000 Price EUR 6.7029 Total EUR 422,282.70 Date 29 March 2017 Name Werner Lanthaler Position Member of Management Type Purchase of shares by exercising stock options (Stock option programme) No of items 37,000 Price EUR 6.7029 Total EUR 240,007.30 Date 17 February 2017 Name Mario Polywka Position Member of Management Type Exercise against Cash Settlement (Share Performance Plan) No of items 52,313 Price EUR 6.274 Total EUR 328,211.762 Date 15 February 2017 Name Cord Dohrmann Position Member of Management Type Exercise against Cash Settlement (Stock option programme) No of items 50,000 Price EUR 5.0868 Total EUR 254,340.00 Date 16 August 2016 Name Werner Lanthaler Position Member of Management Type Purchase (Stock option programme) No of items 29,220 Price EUR 2.65 Total EUR 77,433.00 Date 29 March 2016 Name Werner Lanthaler Position Member of Management Type Purchase No of items 20,000 Price EUR 3.072342 Total EUR 61,446.84 Date 15 September 2014 Name Werner Lanthaler Position Member of Management Type Purchase No of items 10,000 Price EUR 3.057655 Total EUR 30,576.55 Date 24 August 2012 Name Werner Lanthaler Position Member of Management Type Purchase No of items 20,000 Price EUR 2.50 Total EUR 50,000 Date 29 December 2011 Name Werner Lanthaler Position Member of Management Type Purchase No of items 12,000 Price EUR 2.30 Total EUR 27,600.00 Date 24 November 2011 Name ROI Verwaltungsgesellschaft, Roland Oetker Position Member of Supervisory Board Type Purchase No of items 10,000 Price EUR 2.23297 Total EUR 22,329.7 Date 07 September 2011 Name Werner Lanthaler Position Member of Management Type Purchase No of items 10,000 Price EUR 2.248 Total EUR 22,480.00 Date 18 May 2011 Name Werner Lanthaler Position Member of Management Type Purchase No of items 10,000 Price EUR 2.668616 Total EUR 26,686.16 Date 04 April 2011 Name Werner Lanthaler Position Member of Management Type Loan No of items 150,000 Price EUR 0,00 Total EUR 0,00 Date 11 November 2010 Name Werner Lanthaler Position Member of Management Type Purchase No of items 10,000 Price EUR 2.48 Total EUR 24,800.00 Date 01 October 2010 Name Werner Lanthaler Position Member of Management Type Purchase No of items 10,000 Price EUR 2.30 Total EUR 23,000.00 Date 30 September 2010 Name Werner Lanthaler Position Member of Management Type Purchase No of items 10,000 Price EUR 2.36782 Total EUR 23,678.20 Date 12 May 2010 Name Werner Lanthaler Position Member of Management Type Purchase No of items 10,000 Price Eur 1.95 Total EUR 19,500.00 Date 12 May 2010 Name Werner Lanthaler Position Member of Management Type Purchase No of items 10,000 Price EUR 1.96 Total EUR 19,600.00 Date 29 March 2010 Name Werner Lanthaler Position Member of Management Type Purchase No of items 10,000 Price EUR 2.05 Total EUR 20,500.00 Date 25 January 2010 Name Werner Lanthaler Position Member of Management Type Purchase No of items 10,530 Price EUR 1.90 Total EUR 20,007.00 Date 26 November 2009 Name Werner Lanthaler Position Member of Management Type Purchase No of items 10,000 Price EUR 1.9927 Total EUR 19,927.00 Date 22 September 2009 Name Werner Lanthaler Position Member of Management Type Purchase No of items 10,000 Price EUR 1.4400 Total EUR 14,400.00 Date 21 September 2009 Name Werner Lanthaler Position Member of Management Type Purchase No of items 10,000 Price EUR 1.4500 Total EUR 14,500.00 Date 02 September 2009 Name Werner Lanthaler Position Member of Management Type Purchase No of items 10,000 Price EUR 1.4900 Total EUR 14,900.00 Date 01 September 2009 Name Mario Polywka Position Member of Management Type Purchase No of items 30,000 Price GBP 1.345 Total GBP 40,350.00 Date 27 August 2009 Name Werner Lanthaler Position Member of Management Type Purchase No of items 4,000 Price EUR 1.60 Total EUR 6,400.00 Date 11 August 2009 Name Werner Lanthaler Position Member of Management Type Purchase No of items 25,000 Price EUR 1.4400 Total EUR 36,000.00 Date 29 June 2009 Name Werner Lanthaler Position Member of Management Type Purchase No of items 11,000 Price EUR 0.9300 Total EUR 10,230.00 Date 19 June 2009 Name Werner Lanthaler Position Member of Management Type Purchase No of items 15,000 Price EUR 0.7900 Total EUR 11,850.00 Date 18 June 2009 Name Werner Lanthaler Position Member of Management Type Purchase No of items 3,720 Price EUR 0.7600 Total EUR 2,827.20 Date 17 June 2009 Name Werner Lanthaler Position Member of Management Type Purchase No of items 4,900 Price EUR 0.7600 Total EUR 3,724.00 Date 03 June 2009 Name Werner Lanthaler Position Member of Management Type Purchase No of items 13,350 Price EUR 0.7496629 Total EUR 10,007.999715 Date 18 May 2009 Name Werner Lanthaler Position Member of Management Type Purchase No of items 11,649 Price EUR 0.65 Total EUR 7,571.85 Date 15 May 2009 Name Werner Lanthaler Position Member of Management Type Purchase No of items 65,351 Price EUR 0.65 Total EUR 42,478.15 Date 14 May 2009 Name Werner Lanthaler Position Member of Management Type Purchase No of items 31,250 Price EUR 0.6370585 Total EUR 19,908.08 Date 13 May 2009 Name Werner Lanthaler Position Member of Management Type Purchase No of items 12,329 Price EUR 0.65 Total EUR 8,013.85 Date 12 May 2009 Name Werner Lanthaler Position Member of Management Type Purchase No of items 37,671 Price EUR 0.65 Total EUR 24,486.15 Date 22 April 2009 Name Werner Lanthaler Position Member of Management Type Purchase No of items 15,900 Price EUR 0.66 Total EUR 10,494.00 Date 16 April 2009 Name Werner Lanthaler Position Member of Management Type Purchase No of items 31,000 Price EUR 0.6474193 Total EUR 20,070.00 Date 27 March 2009 Name Werner Lanthaler Position Member of Management Type Purchase No of items 40,000 Price EUR 0.831375 Total EUR 33,255.00 Date 06 March 2009 Name Werner Lanthaler Position Member of Management Type Purchase No of items 25,000 Price EUR 0.7169736 Total EUR 17,924.34 Date 06 March 2009 Name Werner Lanthaler Position Member of Management Type Purchase No of items 3,000 Price EUR 0.6900 Total EUR 2,070.00 Expand table DIRECTORS' SHAREHOLDINGS as of 30 September 2021 Management Board Shares Outstanding Shares from vested SPA's Granted unvested SPA's (total) Dr Werner Lanthaler Shares 1,452,188 Outstanding Shares from vested SPA's - Granted unvested SPA's (total) 169,753 Enno Spillner Shares 41,203 Outstanding Shares from vested SPA's - Granted unvested SPA's (total) 45,662 Dr Cord Dohrmann Shares 176,353 Outstanding Shares from vested SPA's - Granted unvested SPA's (total) 55,898 Dr Craig Johnstone Shares 6,387 Outstanding Shares from vested SPA's - Granted unvested SPA's (total) 43,590 Shares Outstanding Shares from vested SPA's Granted unvested SPA's (total) Supervisory Board Shares Outstanding Shares from vested SPA's Granted unvested SPA's (total) Prof. Dr Wolfgang Plischke Shares - Outstanding Shares from vested SPA's - Granted unvested SPA's (total) - Prof. Dr Iris Löw-Friedrich Shares - Outstanding Shares from vested SPA's - Granted unvested SPA's (total) - Dr Mario Polywka Shares - Outstanding Shares from vested SPA's - Granted unvested SPA's (total) 15,978 Roland Sackers Shares - Outstanding Shares from vested SPA's - Granted unvested SPA's (total) - Kasim Kutay Shares - Outstanding Shares from vested SPA's - Granted unvested SPA's (total) - Dr Constanze Ulmer-Eilfort Shares - Outstanding Shares from vested SPA's - Granted unvested SPA's (total) - Dr Elaine Sullivan Shares - Outstanding Shares from vested SPA's - Granted unvested SPA's (total) - For a detailed description of the stock option plans and Share Performance Awards for the directors and employees of Evotec Group, please refer to the latest financial reports. SHARE PERFORMANCE PLAN To incentivise executives via variable long-term incentive compensation, the 2012, 2015 and 2017 Annual General Meetings approved the contingent capital necessary to support the so-called Share Performance Plans (SPP 2012, SPP 2015 and SPP 2017). SPP 2017 is replacing SPP 2012 and SPP 2015. However, this does not affect subscription rights issued before 14 June 2017. The concrete design of the Share Performance Plans 2012, 2015 and 2017 lean on the concept of a share performance programme. They are characterised by the fact that participating executives are entitled to a variable remuneration in shares, when attaining a demanding target. In contrast to a common stock option programme, when attaining a target, shares are not issued in an amount that at least corresponds to the market rate of the company stock at the time of granting the subscription rights, but at the respectively lowest issue amount of currently € 1.00. The essential reason for this lies in the fact that in a Share Performance Programme, the value of the respective stock takes the place of cash compensation, so that stocks ideally should be issued without counter performance. A special economic advantage, compared to a common stock option programme, does not result for the participants as at the time the subscription rights are granted, and therefore at the outset, it is taken into consideration that the participants receive the total value of the shares (minus the respectively lowest issue amount of currently € 1.00), and not only, as in regular stock option plans, the difference between the market rate when granting subscription rights and the market rate at issue of the shares. The determination of an issue amount of currently € 1.00 is imperative from a corporate law perspective, as the issue of new shares under the respective pro-rata amount of the share capital is not permitted. Under these plans, Share Performance Awards may be granted to a level that may result in in a total of up to 13,000,000 (4,000,000 for SPP 2012, 3,000,000 for SPP 2015 and 6,000,000 for SPP 2017) bearer shares of the Company being issued at maturity to members of the Management Board and other key employees. During the fourth quarter of 2016, a total of 793,903 SPAs (2015: 796,617 awards) were granted to the Management Board and key employees. These awards could result in a maximum of 1,587,806 bearer shares (2015: 1,593,234) being issued at maturity. This is because each Share Performance Award grants up to two subscription rights to Company shares, each of which in turn entitle the holder to the subscription of one Company share. Previous awards can be found the respective annual financial reports. The holder has to contribute € 1.00 per share at the date of issue. Share Performance Awards can only be exercised, if, when and to the extent that key performance indicators are achieved. Key performance indicators of SPP 2012 and 2015 are “Group Revenues”, “Operating Income Before Impairments”, “Net Cash Generated by Operating Activities” and “Share Price” upon which the Supervisory Board had to determine at least two per grant and define their weighting. SPP 2015 also includes the key performance indicator of “Total Shareholder Return”. Equally weighted key performance indicators of SPP 2017 are only “Share Price” and “Total Shareholder Return”. Key parameters of the Company’s Share Performance Plan 2017 are depicted in the graphic below. Detailed information on the Company’s current SPP 2017 as well as previous Share Performance Plans 2012 and 2015 can be found below. DOWNLOADS Share Performance Plan 2012 PDF, 152.0 KB Share Performance Plan 2015 PDF, 231.6 KB Share Performance Plan 2017 PDF, 141.5 KB Expiration of stock option schemes SPP 2012, SPP 2015 and SPP 2017 were implemented to replace the stock option programme as the Company’s long-term incentive compensation scheme for executives. Stock options issued in existing stock option schemes I to VII remain valid. Date of the Ordinary Annual General Meeting 07 June 1999 Programme Programme I Date of the Ordinary Annual General Meeting 26 June 2000 Programme Programme II Date of the Ordinary Annual General Meeting 18 June 2001 Programme Programme III Date of the Ordinary Annual General Meeting 07 June 2005 Programme Programme IV Date of the Ordinary Annual General Meeting 30 May 2007 Programme Programme V Date of the Ordinary Annual General Meeting 28 August 2008 Programme Programme VI Date of the Ordinary Annual General Meeting 16 June 2011 Programme Programme VII Detailed information duration of the Company’s previous stock option programmes and exercising of options can be found below. DOWNLOADS Duration of Programmes and Exercising of Options PDF, 213.1 KB COMPLIANCE AND CODE OF CONDUCT The Management Board ensures the observance of legal requirements and internal corporate guidelines, working to achieve compliance throughout the Group. Evotec’s corporate culture is committed to the highest standards of openness, integrity and accountability. Compliance is a key element of integrity, which means adherence to applicable laws and the Company’s internal policies. Evotec’s commitment to a compliance-oriented culture is reflected in the Company’s Code of Conduct, which stipulates fundamental ethical principles that apply to board members and other employees alike, such as integrity and professionalism. The Code of Conduct mainly sets standards for: Accounting and the permissible use of the Company’s funds and assets Anti-money laundering principles Compliance with insider trading laws and prevention of conflicts of interest Compliance with antitrust legislation Compliance with anti-corruption laws and associated internal guidelines A work environment free of any form of discrimination and harassment Occupational health & safety and environmental aspects Animal welfare Non-disclosure and protection of intellectual property and business secrets Data protection and the use of personal data Global trade The duty to report upon the suspicion of an infringement of the Code of Conduct (whistle-blowing) Evotec does not tolerate any violation of applicable laws or internal policies. The Code of Conduct was revised in 2019 and the full list in Evotec's corporate languages can be found in the following: CODE OF CONDUCT PDF Code of Conduct (English) PDF 657 kb PDF Code of Conduct (German) PDF 698 kb PDF Code of Conduct (Italian) PDF 285 kb PDF Code of Conduct (French) PDF 709 kb FURTHER LEGAL DOCUMENTS PDF Aptuit organisational model (English) PDF 674 kb PDF Aptuit Ethical Rules (English) PDF 189 kb PDF Aptuit organisational model (Italian) PDF 702 kb PDF Aptuit Ethical Rules (Italian) PDF 240 kb PDF Group Policy on insider information (November 2021) PDF 426 kb REPORTING COMPLIANCE CONCERNS The Evotec Group provides employees and external stakeholders with EVOwhistle as a channel to report compliance-related concerns such as suspected or observed misconduct, violations of the Evotec Code of Conduct or other legal violations. EVOwhistle is Evotec Group´s dedicated and secure website hosted outside the Evotec Group´s network. It aims to create a trusted system with protection for a Whistleblower and the person, which may be subject of an addressed concern. To access the platform, click the following link: EVOwhistle TOP RSS Twitter LinkedIn EVOTEC @Evotec A new approach to off-the-shelf cancer vaccines - https://t.co/4Re4h5FDGx | Our latest blog details Dendritic Cells… https://t.co/xB7m0D5k8k 02:08 PM - 24 NOVEMBER 2021