20-F

Table of Contents ​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 20-F

(Mark One)

☐	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

OR

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from **** to **** .

OR

☐	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

Commission file number 001-34041

Evotec SE

(Exact name of Registrant as specified in its charter)

Not applicable

(Translation of Registrant’s name into English)

Federal Republic of Germany

(Jurisdiction of incorporation or organization)

Essener Bogen 7

22419 Hamburg

Germany

Tel: +49 40 560810

(Address of principal executive offices)

Dr. Christian Wojczewski

Essener Bogen 7

22419 Hamburg

Germany

Tel: +49 40 560810

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class	​ ​ ​	Trading Symbol(s)	​ ​ ​	Name of each exchange on which registered
American Depositary Shares, each representing one-half of one ordinary share	​	EVO	​	The NASDAQ Global Select Market
Ordinary shares, no par value per share*		—		The NASDAQ Global Select Market

​

* Not for trading, but only in connection with the registration of the American Depositary Shares.

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Table of Contents Securities registered or to be registered pursuant to Section 12(g) of the Act.

None.

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None.

(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

The number of outstanding ordinary shares as of December 31, 2025 was 177,778,907.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

☐Yes   ☒ No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

☐Yes   ☒ No

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☒Yes   ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

☒Yes   ☐ No

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

Large accelerated filer	☒	Accelerated filer	☐	Non-accelerated filer	☐
​	​	​	​	Emerging growth company	☐

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If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 13(a) of the Exchange Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by checkmark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240. 10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☐	☒ International Financial Reporting Standards as issued by the International Accounting Standards Board	☐ Other

​

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

☐ Item 17   ☐ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐ Yes   ☒ No

​

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Table of Contents Table of Contents

TRADEMARKS, SERVICE MARKS AND TRADE NAMES		1
PRESENTATION OF FINANCIAL INFORMATION		1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		1
Summary of Risks Associated with our Business		2
PART I		4
Item 1.  Identity of Directors, Senior Management and Advisers		4
A.	Directors and senior management.	4
B.	Advisers.	4
C.	Auditors.	4
Item 2.  Offer Statistics and Expected Timetable		4
A.	Offer statistics.	4
B.	Method and expected timetable.	4
Item 3.   Key Information		4
A.	[Reserved]	4
B.	Capitalization and indebtedness*.*	4
C.	Reasons for the offer and use of proceeds*.*	4
D.	Risk factors*.*	4
Item 4.  Information on the Company		17
A.	History and development of the company*.*	17
B.	Business overview*.*	18
C.	Organizational structure*.*	36
D.	Property, plants and equipment*.*	36
Item 4A.  Unresolved Staff Comments		38
Item 5.  Operating and Financial Review and Prospects		39
A.	Operating results*.*	39
B.	Liquidity and capital resources*.*	51
C.	R&D, patents and licenses, etc.	54
D.	Trend information*.*	54
E.	Critical Accounting Estimates*.*	54
Item 6.  Directors, Senior Management and Employees		54
A.	Directors and senior management	54
B.	Compensation*.*	57
C.	Board practices*.*	82
D.	Employees*.*	88
E.	Share ownership*.*	89
F*.*	Disclosure of a registrants’ action to recover erroneously awarded compensation.	89
Item 7.  Major Shareholders and Related Party Transactions		90
A.	Major shareholders*.*	90
B.	Related party transactions.	91
C.	Interests of experts and counsel*.*	91
Item 8.  Financial Information		91
A.	Consolidated Statements and Other Financial Information*.*	91
B.	Significant Changes*.*	91
Item 9.  The Offer and Listing.		92
A.	Offer and listing details.	92
B.	Plan of distribution.	92
C.	Markets.	92

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Table of Contents

D.	Selling shareholders.	92
E.	Dilution.	92
F.	Expenses of the issue.	92
Item 10.  Additional Information.		92
A.	Share capital*.*	92
B.	Memorandum and articles of association*.*	92
C.	Material contracts*.*	94
D.	Exchange controls*.*	94
E.	Taxation*.*	94
F.	Dividends and paying agents*.*	107
G.	Statements by experts*.*	107
H.	Documents on display*.*	107
I.	Subsidiary Information*.*	107
J.	Annual Report to Security Holders	107
Item 11.  Quantitative and Qualitative Disclosures about Market Risk.		108
Item 12.  Description of Securities Other than Equity Securities.		109
A.	Debt Securities*.*	109
B.	Warrants and Rights*.*	109
C.	Other Securities*.*	109
D.	American Depositary Shares*.*	109
PART II		111
Item 13. Defaults, Dividend Arrearages and Delinquencies.		111
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds.		111
Item 15. Controls and Procedures.		111
A.	Disclosure Controls and Procedures.	111
B.	Management’s annual report on internal control over financial reporting.	111
C.	Attestation report of the registered public accounting firm	113
D.	Changes in internal control over financial reporting	113
Item 16. [Reserved]		114
Item 16A. Audit committee financial expert.		114
Item 16B. Code of Ethics.		114
Item 16C. Principal Accountant Fees and Services.		114
Item 16D. Exemptions from the Listing Standards for Audit Committees.		114
Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers.		114
Item 16F. Change in Registrant’s Certifying Accountant.		115
Item 16G. Corporate Governance.		115
Item 16H. Mine Safety Disclosure.		116
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.		116
Item 16J. Insider trading policies.		116
Item 16K. Cybersecurity.		117
PART III		119
Item 17. Financial Statements.		119
Item 18. Financial Statements.		119
Item 19. Exhibits.		120
SIGNATURES		123

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Table of Contents TRADEMARKS, SERVICE MARKS AND TRADE NAMES

Evotec, the Evotec SE logo, EVT, ScreenSeq, ScreenPep, PanHunter, Just, the Just logo, J.POD, J.HAL, J.HAL HUMANOID ANTIBODY LIBRARY, JP3, Aptuit, the Aptuit logo, Evotec INDiGO, Aptuit INDiGO, Cyprotex and other trademarks or service marks of Evotec appearing in this annual report are the property of the Company. Solely for convenience, some of the trademarks, service marks, logos and trade names referred to in this annual report are presented without the ^®^, ™ or ^SM^ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, service marks and trade names. This annual report contains additional trademarks, service marks and trade names of others. These trademarks, service marks and trade names may be the property of their respective owners. We do not intend our use or display of other companies’ trademarks, service marks, copyrights, or trade names to imply a relationship with, or endorsement or sponsorship of us by those companies.

PRESENTATION OF FINANCIAL INFORMATION

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) and its interpretations as issued by the International Accounting Standards Board (“IASB”), as adopted by the European Union (“EU”) and additionally as issued by the IASB. Our financial information is presented in Euros. For the convenience of the reader, we have translated some of our financial information into U.S. dollars. Unless otherwise indicated, these translations for the financial information as of and for the years ended December 31, 2025 and 2024 were made at the rate of €1.00 to $1.175 obtained from the European Central Bank on December 31, 2025. The exchange rate is based on a regular daily concentration procedure between central banks across Europe and worldwide, which normally takes place at 2:15 pm Central European Time. Such U.S. dollar amounts are not necessarily indicative of the amounts of U.S. dollars that could have been purchased upon exchange of Euros at the dates indicated. All references in this annual report to “$” mean U.S. dollars and all references to “€” mean Euros. Throughout this annual report, references to “ADSs” mean American Depositary Shares or ordinary shares represented by ADSs, as the case may be.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This annual report contains forward-looking statements concerning our business, operations and financial performance and condition, as well as our plans, objectives and expectations for our business operations and financial performance and condition. Many of the forward-looking statements contained in this annual report can be identified by the use of forward-looking words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “should,” “target,” “would” and other similar expressions that are predictions of or indicate future events and future trends, although not all forward-looking statements contain these identifying words.

Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. Such statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied in the forward-looking statements due to a variety of factors, including, but not limited to, those identified in the section titled “Risk Factors” in this annual report. The forward-looking statements in this annual report include, among others, statements regarding:

●	Our ability to innovate sufficiently and continually remain at the forefront of precision medicine, including with respect to our platform technologies and our investment into the discovery of new pipeline assets, such that we retain our existing customers, broaden, and deepen our customer relationships and gain new customers,
●	Our ability to find suitable partners or agree on acceptable terms regarding our unpartnered pipeline assets,
---	---
●	The ability and timing of our partners to develop successfully, conduct trials of, obtain regulatory approval for and commercialize our pipeline assets,
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●	Our ability to allocate resources properly, retain the business of our existing customers, and successfully manage the expansion of our company, including with respect to our investments,
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●	Whether we can obtain a positive return on our equity investments,
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●	The impact of any pandemic similar to the COVID-19 pandemic, epidemic or outbreak, on our business, financial condition, results of operations, cash flows and prospects,
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●	The Russia-Ukraine war, the instability in the Middle East and all its potential impacts such as significantly increasing energy prices and transport costs as well as supply bottlenecks and delays, growing risks of cyber-attacks, and risks of production interruptions at our sites, particularly because of restricted energy supplies. The impact on our results of operations and cash flows from period to period is affected by fluctuations in foreign exchange rates,
●	Our ability to comply with the applicable laws and regulations, export and import controls, sanctions, embargoes, anti-corruption laws and anti-money-laundering laws and Sarbanes-Oxley Act (“SOX”),
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●	Our ability to secure our information technology systems and the data stored therein, and prevent and remediate cyber-security incidents,
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●	Our ability to obtain potentially substantial additional financing required to achieve our goals,
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●	Our ability to take advantage of Research & Development (“R&D”) tax credits, grants, and tax loss carryforwards, and
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●	Our ability to obtain sufficiently and timely, maintain, protect, defend and/or enforce our intellectual property (“IP”) rights.
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The preceding list is not intended to be an exhaustive list of all our forward-looking statements. The forward-looking statements contained in this annual report speak only as of the date of this annual report, and unless otherwise required by law, we do not undertake any obligation to update them considering new information or future developments or to release publicly any revisions to these statements to reflect later events or circumstances or to reflect the occurrence of unanticipated events.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this annual report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements.

Summary of Risks Associated with our Business

Our business is subject to several risks which you should be aware of before making an investment decision. These risks are discussed more fully in the section of this annual report titled “Risk Factors”. These risks include, but are not limited to, the following:

●	Our business is subject to the significant and increasing challenges that face the pharmaceutical and biotechnology industries,
●	Our business depends on our and our partners’ success in innovation and drug development, which is highly uncertain,
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●	Drug discovery and innovation are subject to significant risks and increasing challenges,
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●	Our operational business faces various performance-related risks,
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●	Our company intends to develop and expand, which may encounter difficulties in managing our development and expansion efforts, which could disrupt our operations,
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●	Our success depends on our ability to attract and retain senior management and key employees, including highly specialized scientific staff,
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●	Our partners and we face intense competition in the biotechnology and pharmaceutical industries, also through technical developments,
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●	The approval and sale of drug products are subject to extensive regulation, and accordingly our ability to generate revenue from our pipeline assets is uncertain,
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●	Even if any of our pipeline assets are commercialized, they may not be accepted by physicians, healthcare payors, patients, or the medical community in general,
●	Our ability to comply with the applicable laws and regulations, export and import controls, sanctions, embargoes, anti-corruption laws, anti-money-laundering laws and SOX,
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●	Geopolitical uncertainties such as the Russia-Ukraine war, the instability in the Middle East or an increasing escalation and expansion of trade conflicts with all its implications and effects - such as for example uncertainties in energy markets, supply bottlenecks, and increasing risks of cyber-attacks,
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●	Our ability to fulfill all national and international regulations related to sustainability and environmental, social and governance (“ESG”) expecting us to identify, prevent, mitigate and ideally eliminate the extent of potential negative impacts or violations throughout our business activities and value chain,
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●	Our efforts to obtain, maintain, protect, defend and/or enforce our IP may be inadequate and our business could be adversely affected as a result,
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●	Our activities, and the activities of our customers, to comply with extensive government regulations to ensure patient health, and
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●	Our ability to accurately report our financial results or prevent fraud if we fail to maintain an effective system of internal control over financial reporting.
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Table of Contents PART I

Item 1.	Identity of Directors, Senior Management and Advisers

A.  Directors and senior management.

Not applicable.

B.  Advisers.

Not applicable.

C.  Auditors.

Not applicable.

Item 2.	Offer Statistics and Expected Timetable

A.  Offer statistics.

Not applicable.

B.  Method and expected timetable.

Not applicable.

Item 3.	Key Information

A.  [Reserved]

B.  Capitalization and indebtedness .

Not applicable.

C.  Reasons for the offer and use of proceeds .

Not applicable.

D.  Risk factors .

Risk Management

Our business faces significant risks and uncertainties. You should carefully consider all of the information set forth in this annual report and in other documents we file with, or furnish to, the U.S. Securities and Exchange Commission (“SEC”), including the following risk factors, before deciding to invest in or to maintain an investment in our securities. Our business, as well as our reputation, financial condition, results of operations, and share price, could be materially adversely affected by any of these risks, as well as other risks and uncertainties not currently known to us or not currently considered material. 4

Table of Contents Strategic risks

Risks from strategic review

We have completed a strategic review, defined a new vision and purpose for the Group with a clear roadmap. A new strategy also bears the risk of execution. Failure to execute the strategy effectively could result in a misalignment with the company’s established and re-confirmed strengths, such as R&D expertise, scientific excellence and technology leadership potentially diminishing our competitive advantage. Additionally, rapid shifts in the biotech landscape or advancements by competitors during the transformation period could render the new strategy less effective.

While the strategy and vision is defined, it is also clear, that we have a transformation journey ahead. With Project Horizon (announced in March 2026), we are strengthening the way we operate. Structures, process and ways of working need to support reliable and efficient delivery as basis for sustainable growth. Operational excellence is one of the key levers expressed in the implementation of the strategy. The plans to improve the performance, reduce complexity and cost have not yet been confirmed as they are subject to regulatory and work council procedures. During this transitional period, there is a risk of uncertainty both within and outside the organization. This uncertainty could lead to potential delays in work, late decision-making, and unclear priorities. Further, delayed decision making, poor planning, insufficient resources, or ineffective project management could also lead to delays, cost overruns, or incomplete implementation. The transformation may also require substantial investment. If anticipated returns are not achieved, it could strain financial resources and impact long-term sustainability. Furthermore, unsuccessful execution or visible missteps could harm the company’s reputation among investors, partners, and the broader industry. Our discovery and preclinical development (D&PD) business faces potential risks arising from new or changing conditions, developments and events that could significantly impact our business model and, consequently, our ability to achieve our strategic objectives. Our strategy aims to cover the entire value chain of early research and pre-clinical development to improve patients’ lives by addressing a broad range of disease areas in collaboration with partners, using a modality-agnostic approach. Failure to successfully execute this strategy could negatively affect our future business performance and market capitalization. The risk of failure to achieve strategic targets depends thereby on internal and external factors.

Macroeconomic risks

We operate in a global environment, making us susceptible to macroeconomic risks that could significantly impact operations, financial performance, and strategic objectives. The ongoing Ukraine-Russia conflict the instability in the Middle East, together with the political climate in the United States pose significant risks to global economic stability. These factors can disrupt supply chains, increase costs for raw materials, and create uncertainty in key markets. For example, heightened geopolitical instability may lead to interruptions in the availability of critical resources or hinder global transportation networks, delaying delivery timelines and escalating operational expenses. The Ukraine-Russia conflict has already resulted in volatility in energy markets during the last years, with Europe being particularly impacted by volatile energy prices due to its reliance on natural gas imports.  Rising energy costs directly affect our operations, especially our higher energy-intensive manufacturing facilities. Changes in global trade policies and trade agreements continue to pose significant risks to our company. The pharmaceutical and biotech sector is characterized by particularly complex supply chains and a high proportion of imported intermediate products, Active Pharmaceutical Ingredients (“APIs”), and specialty chemicals. Trade policy measures such as new tariffs, trade barriers, non-tariff barriers (e.g., regulatory requirements), or export control restrictions may increase the cost of or delay the procurement of essential materials, thereby adversely affecting operational processes and R&D projects. Uncertainty in trade relationships — for example, as a result of geopolitical tensions between major economic and trading partners (e.g., the EU, the USA, China, and the UK) or changing regional sanctions regimes — may lead to higher import and export costs, longer processing times at customs, and increased administrative burdens. Such delays can be particularly critical for pharmaceutical intermediate products with short shelf lives as well as for clinical trial materials. Both geopolitical conflicts and evolving trade agreements exacerbate vulnerabilities in global supply chains. Delays or disruptions in sourcing key components, such as reagents, lab equipment, or specialized materials, could significantly impede research timelines or product development efforts. 5

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Competitors and disruptive market participants

The biotechnology and pharmaceutical industries have experienced rapid growth in recent years but remain intensely competitive. We face the risk that competitors or disruptive market participants may replicate our business model or introduce innovative offerings that could render our services less competitive or even obsolete. Our mission is to discover and develop best- and first-in-class medicines for a broad range of difficult-to-treat diseases in collaboration with our partners. To achieve this, we have developed a comprehensive suite of fully integrated, next-generation technology platforms designed to transform drug discovery and development. These platforms enable significant improvements in drug quality, accelerate the discovery process, and reduce the high attrition costs often associated with traditional methodologies. To remain competitive, we must continuously innovate and provide cutting-edge solutions to its partners. Failure to do so could materially and adversely affect our business. Additionally, industry pressures such as intensified cost-containment measures, particularly on prescription drugs, impact our partners and may indirectly affect us. A contraction in the pharmaceutical and biotechnology industries due to pricing pressures could also materially impact our operations. We consistently invest in the development of cutting-edge technology platforms, services, and products to enhance our competitiveness and differentiation. Risks to keep pace with technological developments, such as the integration of Artificial Intelligence (“AI”) & In Silico technologies, could result in missed opportunities for automation, predictive analytics, and improved decision-making. For example, a lack of AI-driven systems for compound selection during drug screening could lead to inefficiencies and delays relative to competitors. Shortcomings in these areas could significantly disrupt operations, impair cash flows, and negatively impact our overall business strategy and performance. Competition poses further risks. Superior offerings from competitors could harm our market positioning, revenue, financial conditions, and overall strategy.  In 2025, 43% of the Company’s revenue came from three customers, and 74 customer alliances each generated over €1 million. Losing key customers to competitors could significantly impact us, especially as competition intensifies from cost-conscious Contract Research Organization (“CROs”) in Asia and Eastern Europe, which offer compelling alternatives for price-sensitive customers. The expansion of pharmaceutical companies into biotech services further increases outsourcing options, while emerging AI-driven biotech’s present growing competitive threats. These AI-focused companies are competing for deals and partnerships with major pharmaceutical firms and may enhance their wet lab capabilities, increasing competition in drug discovery. Our drug discovery and development efforts also face challenges from market players with greater resources or superior manufacturing capabilities. The success of our R&D efforts depends on the competitiveness of our pipeline products against existing or future therapies. If our products fail to stand out, this could increase uncertainty around future cash flows, adversely impacting its financial position and business strategy.

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Partnership risks in Drug development and manufacturing

We face risks to successfully maintain strategic partnerships in drug development and manufacturing due to failure whereas some of the factors of success are beyond our control. For instance, if our customers change their strategic focus, unexpected or unfavorable study results arise, or customers are dissatisfied with our performance under existing agreements, contracts — including those foundational to our strategic relationships with key clients — could be terminated or scaled back with little or no notice. The termination of a major contract or simultaneous delays, cancellations, or conclusions of several agreements could significantly impact our strategic objectives and adversely affect our operating results. Additionally, we could be significantly affected by a decline in research spending by existing or potential customers or a reduction in outsourcing within the biopharma industry. While current market assessments suggest continued recovery, any disruptions could hinder our ability to meet growth expectations. We aim to serve as a source of innovative drug candidates for potential partners. While the strategy clearly focuses on the development of platforms, we are also advancing multiple active drug discovery and early development projects that we intend to license to partners for clinical development and commercialization -  mainly as proof of concept for the innovative platforms and technologies. If we fail to secure suitable partners or agree on acceptable terms, the company may be unable to generate returns from these projects. Moreover, changes in the commercial priorities of our partners could lead to strategic re-prioritizations or the discontinuation of certain projects or partnerships. In such cases we would assume the risks associated with further development and re-partnering efforts. A failure to secure new partners could result in additional costs and the loss of potential revenue streams, undermining the ability to achieve our strategic objectives. Pharmaceutical and biotech companies are increasingly outsourcing drug development and manufacturing to Contract Development and Manufacturing Organization (“CDMOs”) to reduce costs, access specialized expertise, and accelerate time-to-market. With Just – Evotec Biologics (“JEB”), we strategically focus on providing development and manufacturing services for antibodies, next-generation biologics, and biosimilars. Our innovative, integrated end-to-end continuous manufacturing platform is highly intensified, enabling significantly higher productivity within a smaller footprint compared to traditional batch manufacturing. With our strategic shift in 2025 to focus not only on late stage/commercial CDMO, but also on our core strength of technology and scientific leadership, Evotec is able to pivot more into a partner than a pure CDMO. This also reduces the dependency for growth on building and owning extensive JPOD infrastructure. Our commercial approach will pivot toward an asset lighter, higher margin business model. One that leverages best our proprietary technology, scales through partnerships, avoids the need for large upfront capacity investments, and delivers sustainable returns. However, risks remain. Inspection and approval of United States (“US”) sites by the U.S. Food and Drug Administration (“FDA”) is dependent upon our client base and their progression through drug development inclusive of late-stage clinical trials.  Internally, failing to meet client timelines, insufficient resources like raw material delays, technical batch failures, or the loss of key personnel could hinder progress in our business, potentially increasing costs.  Externally, clients may adjust portfolios or terminate partnerships for financial or market reasons, posing immediate financial risks. These challenges could impact our strategic objectives, reputation, and long-term financial targets.

Commercial risk from out licensing and licensed products

We depend in part on out-licensing arrangements for late-stage development, marketing, and commercialization of our pipeline assets. Dependence on out-licensing arrangements subjects us to several risks, including the risk that we have limited control over the amount and timing of resources that our licensees devote to pipeline assets, that our licensees may experience financial difficulties or that our licensees may fail to secure adequate commercial supplies of pipeline assets upon marketing approval. Moreover, we face the risk that our future revenues depend on the efforts of our licensees and that business combinations or significant changes in a licensee’s business strategy may adversely affect the licensee’s willingness or ability to complete the development, marketing and/or commercialization of the relevant pipeline assets. Finally, a licensee could move forward with a competing product candidate developed either independently or in partnership with others, including our competitors. If we or any of our licensees’ breach or terminate their agreements with us if any of our licensees otherwise fail to conduct their development and commercialization activities in a timely manner or if there is a dispute about their obligations, we may need to seek other licensees, or we may have to develop our own internal sales and marketing capability for our pipeline assets. Our dependence on our licensees’ experience and the rights of our licensees could limit our flexibility in considering alternative out-licensing arrangements for our pipeline assets. Any failure to successfully develop these arrangements or failure by our licensees to successfully develop or commercialize any of our pipeline assets in a competitive and timely manner will have a material adverse effect on the commercialization of our pipeline assets.

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Table of Contents Financial risks

Liquidity risk

Revenue fluctuations, external events, expenditures including initial costs of transformation and timing of benefits (Project Horizon), and changes in the business environment might negatively impact our short-to-medium term profitability and liquidity. We participate in scientific projects with milestone character in order to benefit financially from high success or specific results. However, these are usually linked to the successful achievement of an important scientific result, time restriction, or regulatory event, so that the outcome is uncertain due to the nature of scientific research and development (“R&D”). Therefore, despite our best efforts, there is a risk that these milestones will not be reached or will be reached later than planned, which may have a negative effect on the planned liquidity and margin. We may also be exposed to liquidity risks from long-term fixed-price contracts if the planned cash inflows in connection with these contracts are lower than expected and if cost increases (e.g. inflation) were not sufficiently factored in and negotiated when the contracts were concluded. As of December 31, 2025, we had € 476.4 m in cash, cash equivalents and investments. We may adjust the timing of our funding activities as our operating plan evolves, including the possibility of seeking additional resources earlier than previously anticipated through various available options. Even though we believe our current liquidity is adequate for our operating plans, we may still pursue incremental funding to enhance financial flexibility or to support strategic initiatives. In the first quarter of 2025, we utilized the final tranche of €44m  under the European Investment Bank (“EIB”) loan facility.  In June 2025, we terminated our €250 million senior secured revolving credit facility. Following changes in our financial profile, the facility was no longer aligned with our evolving funding strategy, At the end of 2025, we completed a share purchase agreement with Sandoz for the sale of 100% of the shares in Just - Evotec Biologics EU SAS together with several related agreements, which strengthened our liquidity position in 2025, particularly in light of the expected debt repayment in 2026. To actively address any related risk and safeguard our cash position, we have defined minimum liquidity levels and regularly monitor liquidity developments & risks. In full compliance with our investment and risk policy, the general risk of losing a significant amount of cash in cash investments is mitigated by diversifying the liquidity across high‑quality instruments, over multiple financial institutions and continuously monitoring counterparties and exposures. Overall, we believe to have sufficient liquidity to meet liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to its reputation. Our business and reported profitability are affected by fluctuations in foreign exchange rates mainly between the US dollar, pound sterling and the euro.

Currency risks

Our business and reported profitability are affected by fluctuations in foreign exchange rates mainly between the US dollar, Pound Sterling and the Euro. We manage the currency risks via close market monitoring, forward rate agreements, natural hedges and other selective hedging instruments. Hedging transactions are entered into for future transactions that can be reliably anticipated based on our order book. Despite active currency management, exchange rate risks cannot be fully eliminated due to unpredictable market movements and volatility. As a result, our business may be affected by fluctuations in foreign exchange rates, which may have a significant impact on the results of operations and cash flows from period to period. Currency exchange movements also impact our reported liquidity in respect of translating liquid assets held in US dollars (approximately 21% of our liquid assets) or pound sterling into Euros. In the course of 2025 we have slightly reduced our currency exposure. On December 31, 2025, 73% of the Liquidity is held in EUR.

Interest rate risks

Interest rate risks may arise from unfavorable developments in market interest rates. The increase in interest rates affects the interest charges on our variable interest-bearing loans and leads to additional interest expenses. At the end of 2025, 5% of our loans had variable interest conditions. Therefore, the interest rate risks on loans can be considered immaterial.

Default risks

Default risks can arise as a result of a customer defaulting on payment. Our customers are mostly financially stable pharmaceutical companies, research institutions and larger biotechnology companies, meaning that the risk can be classified as fairly low. We regularly maintain cash balances at third-party financial institutions in excess of applicable insurance limits and are therefore reliant on banks and other financial institutions to safeguard and allow ready access to the assets. If banks or financial institutions enter receivership or become insolvent in the future in response to financial conditions affecting the banking system and financial markets, our ability to access its existing cash, cash equivalents and investments may be at risk. We therefore monitor the creditworthiness of our financial institutions on a regular basis. The risk associated with financial counterparties can be considered low. 8

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M&A risks

In relation to M&A activities, we are frequently subject to certain post-closing obligations as well as representations/warranties/indemnities frameworks defined within Share Purchase Agreements (SPAs). To mitigate financial exposure, we typically utilize Warranty & Indemnity (W&I) insurance to cover the majority of general representations and warranties. For specific known exposures, we manage our risk through a combination of financial accruals and contractual liability caps. While we have established provisions for highly probable liabilities as of 31 December 2025, certain contingent liabilities remain based on future events. Despite these protections, residual M&A risks cannot be entirely eliminated, and any successful claims exceeding insurance limits or existing provisions could impact the our results or operations.

Legal/compliance risks

Litigation and contractual risks

We are exposed to risks from litigation and cannot completely rule out violations of legislation or regulations. As a result, we are exposed to the potential risk that legal action, court rulings or out-of-court settlements may have adverse financial consequences. We are bound by numerous contracts with a high degree of standardization, in particular customer contracts under which we are providing services. Some of the contracts, in particular collaboration agreements with other partners, are more complex and have a lower degree of standardization. Contractual clauses which, after final negotiation with the partner, are fairly unfavorable for us may entail contractual risks like legal liability risks and financial risks. Risks may also arise if the parties interpret a contractual clause differently than we intended. We have not recorded any judicial or material out-of-court settlements with customers in the past 10 years, so we consider the risk to be low.

Regulatory risks

We and our pharmaceutical and biotechnology customers and partners are subject to extensive regulations by the FDA and similar regulatory authorities in other countries for development, manufacturing and commercializing products for therapeutic or diagnostic use. Such regulations include but are not limited to, restrictions on testing on animals and humans, manufacturing, safety, efficacy, labelling, sale, advertising promotion and distribution of our or our partners’ products. In addition, new laws and regulations to which we and our customers and partners are subject may change in the future affecting the viability of market entry for new products developed by us or the ability to continue certain projects for our customers and partners that may consequently be terminated at an early stage. 9

Table of Contents Regulations related to sustainability and ESG topics have become increasingly important for companies in the recent years and are subject to ongoing development. Due to the growing report requirements with the EU Taxonomy, the Supply Chain Act and currently applicable Corporate Social Responsibility Directive Implementation Act (“CSR-RUG” - German: CSR-Richtlinie-Umsetzungsgesetz) the scope of reporting is increasingly large. Moreover, the Corporate Sustainability Reporting Directive (“CSRD”) was expected to be adopted to replace the CSR-RUG in Germany as of financial year 2024 onwards. Due to changes on the European Level with the Omnibus legislation it has not been passed by the German Parliament yet. As the CSRD had not yet been transposed into German law in 2025, this implementation is now expected in 2026, at which point the currently applicable CSR-RUG will be replaced. The legal insecurities resulting from this also cause challenges in reporting and reporting compliance. The CSRD will increase the relevance of the information but is also associated with increased additional work due to more complex auditing requirements. This requires enhancing cooperation between internal functions and with that preparation and further provision of capacities within the company. The CSRD marks a shift from a compilation of sustainability data toward a requirements-driven approach grounded in strategy and a double materiality assessment. The assessment of impacts and risks now forms the basis for determining material topics that companies must report on. This may lead to increased regulatory, social or other scrutiny on our part. We have performed the double materiality analysis in preparation for the introduction of the European Sustainability Reporting Standards (“ESRS”). We have analyzed its business activities, business relationships, products and services to determine whether it has a positive and/or negative impacts on the environment and people and other relevant stakeholders. In that process the severity, likelihood and irremediably of effects we have or could have on the environment and people, including effects on their human rights are analyzed (inside-out perspective). Furthermore, the sustainability-related financial risks and opportunities, including those deriving from dependencies on natural, human and social resources, on the course of business, the results or the situation of the company (outside-in perspective) are analyzed. Moreover, the EU Taxonomy regulation poses a challenge with the requirements through requiring companies to check their eligibility and alignment with the environmental objectives and disclosing financial KPIs. In addition to our disclosure obligations, compliance with sustainability aspects is assessed by a large number of rating agencies as well as customers. Moreover, sustainability compliance is an increasingly legal obligation for institutional and professional investors, whose investment decision may be impacted negatively by an inadequate ESG rating. If negative assessments by either of all of the relevant parties were to occur, they could have material adverse effects on our business, financial condition, cash flows and results of operations, and the market value of its common stock could decline. Any failure in this regard could also have a material adverse effect on our reputation and the achievement of our strategic objectives. We mitigate the risks by implementing a large number of countermeasures, such as growing cooperation and joint preparation between the Finance, Risk and ESG departments, expansion of capacities, introduction of new tools for reporting work, double materiality analysis, climate risk analysis, introduction of a tool for complaints for human rights violations and introduction of a supplier management program.

The German Supply Chain Due Diligence Act (SCDDA/Lieferkettensorgfaltspflichtengesetz “LkSG”) was passed by the German Parliament in 2021 and is mandatory for us since 2024 onwards. This law obliges us to respect human rights and the environment requiring us to implement legally defined due diligence obligations. One of the key elements of these due diligence obligations is the establishment of a risk management system. Such a risk management system is intended to identify, prevent or minimize risks of human rights violations and environmental damage. The due diligence obligations apply both to our own business area and supply chain. If we fail to comply with the German Supply Chain Due Diligence Act or if supervisory authorities are of the opinion that we have not complied with our due diligence obligations in accordance with this law, this may lead to official enforcement measures or other administrative penalties and fines. This may interrupt or delay our development activities and could have a material adverse effect on our business, financial condition, reputation and results of operations.

Product liability risks

It is possible that we will be responsible for potential product liability stemming from product research, development or manufacturing and may face an even greater risk if any drug candidate that we develop is commercialized. If we cannot successfully defend ourselves against claims that drug products we develop with our partners caused injuries, we could incur substantial liabilities. Regardless of the merit or eventual outcome of such claims, any liability claims may result in e.g., decreased demand for any drug product that we may develop with our partner, loss of revenues, significant time and costs to defend the related litigation, initiation of investigations by regulators and injury to our reputation and significant negative media attention. We are covered by liability insurance, but notwithstanding such coverage our financial position or results could be negatively affected by product liability claims. On occasion, large judgments have been awarded in class action lawsuits based on drugs or medical treatments that had unanticipated adverse effects. 10

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Quality risks in manufacturing and R&D

Our business success hinges upon the fulfillment of both our own and legal quality standards. Parts of our operations are subject to current Good Manufacturing Practice (“cGMP”), Good Laboratory Practice (“cGLP”) and Good Clinical Practice (“cGCP”) requirements. Regulatory authorities and our customers may conduct scheduled or unscheduled (for cause) inspections of our facilities to monitor its Quality System and verify that it complies with regulatory requirements and with the terms of our quality agreements with our customers. Audit findings that can impact on patient’s safety, are classified as “critical” and may lead to a loss of certification with regulatory agencies or a loss of approved supplier status with our customers and a subsequent loss in revenues and in reputation. Our manufacturing facilities also require certification and validation activities to demonstrate that they operate as designed. In addition, our manufacturing and testing facilities are subject to regulatory inspections by the national competent authorities in EU member states (including Italian Medicines Agency (“AIFA”) and Minister of Health in Italy), the Medicines and Healthcare products Regulatory Agency (“MHRA”) in the United Kingdom (“UK”), the FDA, and other comparable regulatory authorities of other countries. If we are unable to reliably conduct the preclinical and clinical study and manufacture products in accordance with the regulatory requirements, we may not obtain or maintain the necessary authorizations. Further, our facilities may fail to pass regulatory inspections, which would cause significant delays and additional costs required to remediate any deficiencies identified by the regulatory authorities. In addition, any failure of quality in the product could cause significant delays and additional costs required to remediate any deficiencies. Any failure in quality which can cause damage to the patient may be subject to civil and criminal penalties. Any of these challenges could delay completion of clinical trials, require bridging clinical trials or the repetition of one or more clinical trials, increase clinical trial costs, delay regulatory approval, impair commercialization efforts, increase our cost of goods, and have an adverse effect on our business, financial condition, results of operations and growth prospects. With reference to all activities performed in research (in accordance with Good Regulatory Practice “GRP”) or non-Good x Practice (“GxP”) development phases, a lack of quality can bring to generation of unreliable data, with consequent loss of time to repeat the experiments, increase of cost, loss of revenues and loss of reputation.

General Governance and compliance risks (fraud, corporate governance)

In terms of governance and compliance risks, we are exposed to a variety of potential challenges, including bribery and corruption, antitrust violations, internal and external fraud, data protection breaches, unlawful public disclosure of insider information, non-compliance with the Supply Chain Due Diligence Act (“SCDDA”), product liability, conflicts of interest, and emerging regulations such as the AI Act. The risks vary in their level of significance and potential impact on the company and have the potential to harm our reputation and result in financial penalties.

Our employees are obliged to adhere to our Code of Ethics and Business Conduct, which is applicable across the entire Group. Compliance with internal company policies is paramount to our success and ensures a safe work environment for our employees and early detection of potential risks. It is essential for us to ensure that we in general and our employees individually conduct business in a legal, ethical and responsible manner. Employees are expected to report any incidents they suspect of having breached the ethical guidelines laid out in our Code of Conduct to their supervisor or to our Compliance Officer. We have also established appropriate guidelines and processes with regard to insider regulations. Our corporate Legal & Compliance department is in charge of compliance monitoring.

Risks of failing to maintain effective internal control over financial reporting as a U.S.-listed company.

We have identified material weaknesses in our internal control over financial reporting as of December 31, 2025. We are subject to requirements under the Sarbanes-Oxley Act of 2002, as amended (“Sarbanes-Oxley”), to perform system and process evaluation and testing of our internal control over financial reporting to allow management to assess the effectiveness of our internal controls. Management has identified material weaknesses in our internal control over financial reporting. As a result, management has concluded that, as of December 31, 2025, our internal control over financial reporting was not effective, as more fully described in Item 15. E of this annual report. Management has also accordingly concluded that our disclosure controls and procedures were not effective. 11

Table of Contents Notwithstanding the material weaknesses, we confirm that our consolidated financial statements, as included in this annual report, fairly present, in all material respects, our consolidated financial condition as of December 31, 2025 and our consolidated results of operations and cash flows for the year ended December 31, 2025, in conformity with IFRS. Management has developed a remediation plan to address the material weaknesses, including enhancing the risk and control frameworks, which will build on the significant attention that management has devoted to controls to date. While we are taking steps to address these material weaknesses, which could require us to expend significant resources to correct the material weaknesses or deficiencies, any gaps or deficiencies in our internal control over financing reporting may result in us being unable to provide required financial information in a timely and reliable manner and/or incorrectly reporting financial information, which could reduce confidence in our published information, impact access to capital markets, impact the trading price of our securities or subject us to potential regulatory investigations and sanctions. In addition, there can be no assurance that these measures will remediate the material weaknesses in our internal control over financial reporting or that additional material weaknesses in our internal control over financial reporting will not be identified in the future. Any of the foregoing could materially and adversely affect our business, results of operations and financial condition.

Risks of changes in tax laws and interpretations by authorities

We operate in many different jurisdictions and are exposed to various tax risks. Key factors contributing to this risk include legislative changes, where amendments to tax laws and regulations in countries where we operate can impact our tax obligations. These changes may include adjustments to corporate tax rates, introduction of new taxes, or modifications to existing tax incentives. Interpretation by authorities is another factor, as tax authorities may interpret laws and regulations differently, leading to disputes and potential adjustments to our tax filings, resulting in additional tax payments and legal costs. Audit risks are also significant, as increased scrutiny and audits by tax authorities can uncover discrepancies or differing interpretations, leading to reassessments and additional tax liabilities. Transfer pricing adjustments can affect the allocation of income and expenses among subsidiaries, impacting our overall tax burden. Additionally, inconsistent application of double tax treaties can lead to double taxation, where the same income is taxed in multiple jurisdictions.

Loss of R&D tax credits

We rely significantly on Research & Development (“R&D”) tax credits to support our innovation and development activities (as of December 31, 2025, we had received € 41.6 m in R&D tax credits for that year). These credits can be subject to change based on government policies and economic conditions in the countries where we operate. The potential reduction or elimination of R&D tax credits could result in increased tax liabilities and reduced cash flow, adversely affecting our financial performance and ability to invest in future R&D projects. Factors contributing to this risk include: Changes in legislation (amendments to tax laws or regulations that reduce or eliminate R&D tax incentives), economic downturns (governments may alter tax policies in response to economic challenges, impacting the availability of R&D credits), compliance and audit risks (increased scrutiny and audits by tax authorities could lead to disallowance of claimed credits), global operations (variations in tax policies across different jurisdictions where we operate can create uncertainty and complexity in claiming R&D credits).

Ownership and patent risks

If our business activities conflict with patents or other IP rights of third parties, activities may be suspended or there may be a legal dispute. Also, if we believe that our patents or other IP rights have been infringed upon by a third party, we might file lawsuits. These actions could have an influence on our financial position or results. 12

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Uncertain protection for Evotec´s IP

Our success depends in part on our ability to develop, use and protect its proprietary methodologies, software, compositions, processes, procedures, systems, technologies and other IP. To protect our IP position, we primarily rely upon trade secrets, confidentiality agreements and policies, invention assignments and other contractual arrangements, trademark registrations and copyrights. Although our patent portfolio is not material to certain aspects of our business as a whole, we have filed patent applications in the US, Europe and abroad related to the Company’s pipeline assets, processes or other technologies (including manufacturing methods). Our collaboration partners also file patent applications on their development assets on which we may earn milestones and royalties. We may not be able to apply for patents on certain aspects of our current or future pipeline assets, processes or other technologies and their uses in a timely fashion or at a reasonable cost. Even issued patents may later be found invalid or unenforceable or may be modified or revoked in proceedings before various patent offices or in courts in the US, Europe or other jurisdictions. The degree of future protection for our IP and other proprietary rights is uncertain. Only limited protection may be available and may not adequately protect our rights or permit us to gain or keep any competitive advantage. Additionally, our IP may not provide the us with sufficient rights to exclude others from copying our processes and technologies or commercializing pipeline assets. If we do not adequately obtain, maintain, protect, defend and/or enforce our IP and proprietary technology, competitors may be able to use our proprietary technologies and erode or negate any competitive advantage we may have, which could have a material adverse effect on our financial condition and results of operations.

Risks in a patent prosecution process

The patent application process is subject to numerous risks and uncertainties, and there can be no assurance that we or any of our current or future licensors or partners will be successful in prosecuting, obtaining, protecting, maintaining, enforcing and/or defending patents and patent applications necessary or useful to protect our proprietary technologies (including pipeline assets and methods of manufacture) and their uses. Furthermore, the patent prosecution process is also expensive and time-consuming, and we may not be able to file, prosecute, maintain, protect, defend, enforce or license all necessary or desirable patents or patent applications, as applicable, at a reasonable cost or in a timely manner or in all potentially relevant jurisdictions.

Risks in case of changing patent laws

The patent position of pharmaceutical and biotechnology companies generally is highly uncertain, involves complex legal and factual questions, and has been the subject of much litigation in recent years. Moreover, there are periodic changes in patent law, as well as discussions in the Congress of the United States and in international jurisdictions about modifying various aspects of patent law and such changes in patent laws or in interpretations of patent laws may diminish the value of our IP. There is no uniform, worldwide policy regarding the subject matter and scope of claims granted or allowable in pharmaceutical or biotechnology patents. As a result, the issuance, scope, validity, enforceability, and commercial value of our patent rights are highly uncertain.

Risks in detecting infringement, misappropriation and other violation.

Our ability to enforce our owned (solely or jointly), and in-licensed patent and other IP rights depends on our ability to detect infringement, misappropriation and other violation of such patents and other IP. It may be difficult to detect infringers, misappropriators and other violators who do not advertise the components or methods that are used in connection with their products and services. Moreover, it may be difficult or impossible to obtain evidence of infringement, misappropriation or other violation in a competitor’s or potential competitor’s product or service, and in some cases, we may not be able to introduce obtained evidence into a proceeding or otherwise utilize it to successfully demonstrate infringement. We may not prevail in any lawsuits that we initiate, and the damages or other remedies awarded if we were to prevail may not be commercially meaningful. If any of our owned (solely or jointly) or in-licensed patents covering our pipeline assets, processes or other technologies are narrowed, invalidated or found unenforceable, or if a court found that valid, enforceable patents held by third parties covered one or more of our pipeline assets, processes or other technologies, our competitive position could be harmed or we could be required to incur significant expenses to protect, enforce or defend our rights. 13

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Risks in securing licenses.

We currently have rights to certain IP, through our owned (solely or jointly) and in-licensed patents and other IP rights, relating to identification and development of our pipeline assets, processes or other technologies. Our pipeline assets, processes or other technologies could require the use of IP and other proprietary rights held by third parties and their success could depend in part on our ability to acquire, in-license or use such IP and proprietary rights. In addition, our pipeline assets may require specific formulations to work effectively and efficiently, and these IP and other proprietary rights may be held by others. We may be unable to secure such licenses or otherwise acquire or in-license from third parties any compositions, methods of use, processes or other third-party IP rights that we identify as necessary or consider attractive, on reasonable terms, or at all, for pipeline assets, processes and other technologies that we may develop. The licensing and acquisition of third-party IP rights is a competitive area, and a number of more established companies are also pursuing strategies to license or acquire third-party IP rights that we, or our partners, may consider attractive or necessary. These established companies may have a competitive advantage over us due to their size, cash resources, and greater clinical development and commercialization capabilities. Any of the foregoing could have a material adverse effect on our competitive position, business, financial conditions, results of operations and prospects.

Third-party challenge to Evotec’s or Evotec’s licensors’ patents

Our owned (solely or jointly) and licensed patents and patent applications may be subject to validity, enforceability, and priority disputes. The issuance of a patent is not conclusive as to its inventorship, scope, validity, or enforceability. Some of our patents or patent applications (including licensed patents and patent applications) may be challenged at a future point in time in opposition, derivation, re-examination, inter partes review, post-grant review or interference or other similar proceedings. Any successful third-party challenge to our or our licensors’ patents in this or any other proceeding could result in the unenforceability or invalidity of such patents, which may lead to increased competition to our business, which could have a material adverse effect on our business, financial condition, results of operations and prospects.

Risks from unknowing all third-party IP rights

We may not be aware of all third-party IP rights potentially relating to our assets. Publications of discoveries in the scientific literature often lag behind the actual discoveries, and patent applications in the US and other jurisdictions are typically not published until approximately 18 months after filing or, in some cases, not until such patent applications issue as patents. We might not have been the first to make the inventions covered by each of our pending patent applications and we might not have been the first to file patent applications for these inventions. To determine the priority of these inventions, we may have to participate in interference proceedings, derivation proceedings or other post-grant proceedings declared by the US Patent and Trademark Office (“USPTO”), or other similar proceedings in non-US jurisdictions (e.g., within the jurisdiction of the Deutsches Patent und Markenamt (“DPMA”) or European Patent Office (“EPO”)), that could result in substantial cost to us and the loss of valuable patent protection. The outcome of such proceedings is uncertain. No assurance can be given that other patent applications will not have priority over our patent applications. In addition, changes to the patent laws of the United States allow for various post-grant opposition proceedings that have not been extensively tested, and their outcome is therefore uncertain. Furthermore, if third parties bring these proceedings against our patents, regardless of the merit of such proceedings and regardless of whether we are successful, we could experience significant costs and our management may be distracted. Any of the foregoing events could have a material adverse effect on the our business, financial condition, results of operations and prospects.

Future litigation by third parties

Our commercial success depends in part on our ability and the ability of future partners to develop, manufacture, market and sell our assets and use our assets and technologies without infringing, misappropriating or otherwise violating the IP rights of third parties. There is a substantial amount of litigation involving patents and other IP rights in the biotechnology industry, as well as administrative proceedings for challenging patents, including interference, derivation, inter partes review, post-grant review, and re-examination proceedings before the USPTO, or oppositions and other comparable proceedings in foreign jurisdictions. We may be exposed to, or threatened with, future litigation by third parties having patent or other IP rights alleging that our assets, manufacturing methods, software and/or technologies infringe, misappropriate, or otherwise violate their IP rights. 14

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Limited lifespan of patents

Patents have a limited lifespan. Most international jurisdictions provide a 20-year nominal patent term, though many require payment of regular, often annual, annuities to maintain pendency of an application or viability of an issued patent. In some jurisdictions, one or more options for extension of a patent term may be available, but even with such extensions, the lifespan of a patent, and the protection it affords, is limited. Even if patents covering our or our partners’ assets, processes and other technologies and their uses are obtained, once the patent term has expired, we may be subject to competition from third parties that can then use the inventions included in such patents to create competing products and technologies. Any of the foregoing could have a material adverse effect on our competitive position, business, financial conditions, results of operations and prospects.

HR risks

Loss of highly qualified staff (key employees)

In 2025, we continued to operate in a dynamic environment amid organizational transformation, financial discipline, and the ongoing execution of the company’s strategic review. These developments required further alignment of the organizational structure, operating model, and leadership approach to ensure long-term competitiveness and scalability. The transformation and cost-discipline measures, combined with changes in leadership and organizational priorities, continue to present an elevated risk of attrition, particularly among critical talent segments. The potential loss of key employees could impact the company’s ability to execute its strategic priorities, maintain operational continuity, and deliver on innovation and growth objectives. To mitigate this risk, we have strengthened our global HR operating model, with dedicated Centers of Excellence for Talent Management and Organizational Development, Global Workforce Solutions and Digitalization, and Total Rewards. In parallel, we continue to enhance global employee relations and workers council management to ensure alignment and stability across locations.

Risk related to talent acquisition and employee retention

Competitive labor markets, limited availability of specialized scientific and technical skills, and evolving candidate expectations remain key factors affecting recruitment timelines, particularly for leadership and highly specialized roles. Through our Global Talent Acquisition function, we continuously monitor labor market dynamics and turnover trends. By refining sourcing strategies, expanding global talent pipelines, and strengthening our employer brand, we aim to secure critical capabilities and support the successful execution of our strategy.

Information technology risks

Cyber risks, data integrity and protection and loss of data

We collect and maintain information in digital form that is necessary to conduct our business, particularly for purposes of our PanOmics, PanHunter, J.DESIGN and induced Pluripotent Stem Cell (“iPSC”)-based drug discovery platforms, and we are highly dependent on our information technology systems. In the ordinary course of our business, we collect, store, and transmit large amounts of confidential information, including IP, proprietary business information, human samples and personal information. We have also outsourced elements of our information technology infrastructure, and as a result several third- party vendors may or could have access to confidential information.

Our information technology systems, including internal computer systems, and data may continue to be vulnerable. As previously disclosed, we were the victim of a ransomware incident in 2023, which may continue to impact our operations. The incident has caused delays in our operations in previous years and indirect long-term effects may yet continue to cause delays or loss of revenue and additional costs, which may adversely affect our results of operations, cash flows and financial condition.

As a result of the ransomware incident and any future cyber security incidents, information stored on our networks may be manipulated, publicly disclosed, and permanently lost. Any such breach or other loss of information could result in legal claims or proceedings and liability under laws that protect the privacy of personal information, as well as regulatory penalties. We cannot guarantee that third parties will not be able to access or otherwise breach our systems without authorization in the future. Such unauthorized access or breach could adversely affect our business, results of operations and financial condition. While we are committed to prevent cyber security incidents, there can be no complete assurance that there will not be future cyber security incidents or vulnerabilities. 15

Table of Contents Furthermore, because the techniques used to obtain unauthorized access to, or to sabotage, systems change frequently and often are not recognized until launched against a target, we may be unable to anticipate these techniques completely or implement fully effective preventative measures in the future as well. Like many organizations, we may also experience security breaches that remain undetected for an extended period. If any such material system failure, accident or security breach were to occur and cause interruptions in our operations also in the future, it could result in a material disruption of our development programs and our business operations, whether due to a loss of our trade secrets or other proprietary information or other similar disruptions. Any such breach, loss or compromise of clinical trial participant personal data, including in connection with PanHunter, may also subject us to civil fines and penalties. To the extent that any disruption or security breach were to result in a loss of, or damage to, data or applications, or inappropriate disclosure of confidential or proprietary information, we could incur internal costs or liability, our competitive position could be harmed and the further development and commercialization of our partners’ product candidates could be delayed.

General Data Protection Regulation (“GDPR”) and other similar jurisdictions

Considering the significantly expanded regulations under GDPR and other similar regulations, we are permanently reviewing the handling of relevant internal and external data and its respective flow, storage and access. If we fail to comply with the GDPR and the applicable national data protection laws of the EU member states, or if regulators assert, we have failed to comply with these laws, it may lead to regulatory enforcement actions or other administrative penalties. This may be onerous and may interrupt or delay our development activities, and adversely affect our business, financial condition and results of operations. We must comply with GDPR and UK GDPR as well as with national data protection deviations from GDPR., potentially increasing costs and overall risk exposure. New or enhanced privacy and data security laws in jurisdictions outside the EU, including the US, could increase our compliance costs and risks. The EU-US Data Privacy Framework (“DPF”), effective July 2023, establishes safeguards ensuring data protection equivalent to EU standards for companies that join the DPF. While certification under the DPF may lead to additional costs, the penalty risk due to the adequacy decision is considered low, though future challenges to the framework remain a high possibility.

Privacy and data security laws, including the GDPR, are rapidly evolving, with significant uncertainty surrounding their enforcement and interpretation. The adoption of the EU AI Act in 2024 introduces new obligations for organizations using AI systems, such as risk classification and safeguards, potentially impacting data protection compliance. Ensuring adherence to these laws and regulations may impose significant costs and operational, compliance and reputational risks for us.

Operational risks

Procurement risks

Our business depends on a reliable supply of various materials for our laboratories and production. Due to our business model, orders placed with short lead-times are unavoidable, so that delivery bottlenecks can lead to delays in projects and production and thus have a negative impact on our capacity planning and financial performance. Price increases for laboratory and production materials, but also for electricity and gas, represent an ongoing financial risk. In 2025, increasing geopolitical fragmentation, trade restrictions, and the introduction or expansion of tariffs in certain regions have further contributed to higher costs and increased complexity in global supply chains, particularly for internationally sourced equipment and materials. We mitigate this risk though close collaboration with suppliers, multi sourcing where possible, market monitoring and close coordination with operational functions. However, regulatory and qualification requirements limit the ability to switch suppliers in the short term, particularly for regulated of single source materials. In the context of the Russia/Ukraine conflict and the instability in the Middle East with impacts such as disruptions to transit via the Strait of Hormuz, we face a procurement risk due to short-to-medium-term increasing energy prices since about one third of the gas and oil is transported via that route and would have to be re-routed with impact on increased transportation time, costs and availability of materials and goods. Nevertheless, the risk has decreased compared to 2024, due to an easing of the situation on individual procurement markets, particularly the energy market. Nevertheless, procurement markets remain sensitive to political and regulatory developments, and supply disruptions of further costs cannot be excluded. 16

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Process risks

For the operation of our complex global business, we have opted for a best-of-breed approach, i.e. we use the best system solution for different business processes and connect the various systems using middleware. In this way, we achieve comprehensive coverage of the various business processes and a high degree of accuracy of it. In the past, acquisitions and in-house developments have resulted in a heterogeneous system landscape that does not always support this approach. A heterogeneous process landscape carries the risk that many (financial) processes can involve a high degree of labor-intensive, manual work, which increases the process risk of errors in our day-to-day business. To mitigate this risk, we strive for sustainable automation and digitalization of business processes. The implementation and operation of new processes and IT projects are associated with certain risks. Failure to integrate properly with other systems we use, possible loss of data or information, cost overruns and delays could have a negative impact on our business activities and the effectiveness of our internal controls.

Major disasters on sites

In the event of breakdowns in operations and disruptive major disaster that results in stoppages of our activities on one or multiple sites, or in damages and/or interruptions to the operations of key suppliers, we may be forced to suspend or incur significant delays in parts or all of our activities. In each case, there is a potential risk that our financial position and operating results may be substantially affected. In addition, the timely and proper execution of R&D activities may be impacted by damages to our research facilities or breakdown of production equipment. In case of major unforeseeable disasters such as extreme weather events or earthquakes (especially in risk areas like Seattle, US), we may suffer loss of business due to inability to execute contracts and fulfil client deliverables. To minimize the risk from these potential events, we have created business continuity plans as well as disaster recovery plans and have insurance policies in place for these rare events.

Environmental, health and occupational safety risks

The nature of our operating activities exposes us to a wide range of environmental, health and safety (“EHS”) risks. Our EHS teams and management systems help identify these risks and drive performance improvements by setting and advising of industry standards, compliance requirements and through minimizing complexity. We continuously enhance governance and competence in EHS across our organization, along with opportunities to focus on proactive risk management, aligned with the global trends, ongoing compliance developments and client expectations in this space.

Item 4.	Information on the Company
A.	History and development of the company .
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We were incorporated on December 8, 1993, as a company with limited liability (Gesellschaft mit beschränkter Haftung) under the laws of Germany under the name EVOTEC BioSystems GmbH, formerly registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Hamburg, Germany, under the number HRB 54731. On August 7, 1998, we were converted into a German stock corporation (Aktiengesellschaft) under the laws of Germany under the name EVOTEC BioSystems Aktiengesellschaft, formerly registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Hamburg, Germany, under the number HRB 68223. On February 28, 2002, we changed our name to Evotec OAI AG, and on June 8, 2005, we changed our name to Evotec AG. On March 29, 2019, we converted into a European stock corporation (Societas Europaea, or SE) under the laws of Germany and the EU called Evotec SE, registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Hamburg, Germany, under the number HRB 156381.

Since November 10, 1999, we have been listed on the regulated market of the Frankfurt Stock Exchange under the trading symbol “EVT” and under the ISIN DE0005664809. Our shares are listed under the Segment Prime Standard.

On November 3, 2021, our registration statement on Form F-1 (File No. 333-260143), as amended, was declared effective by the SEC for our initial public offering of our ADSs, each representing one-half of one ordinary share, no par value per share, pursuant to which we offered and sold a total of 22,995,000 of our ADSs, at a public offering price of $21.75 per share.

Our principal executive offices are located at Essener Bogen 7, Hamburg, Germany. Our telephone number is +49 40 560 81-0. Our website address is http://www.evotec.com. The information contained on, or that can be accessed through, our website is not incorporated by reference into this annual report. We have included our website address as an inactive textual reference only. 17

Table of Contents Our agent for service of process in the United States is Evotec (US) Inc., 303B College Road East Princeton, NJ 08540 Tel: (732) 329-2355.

B.	Business overview .

At Evotec, we envision drug discovery, preclinical development, and manufacturing as a seamless continuum. Our ambition is to lead the way by combining comprehensive disease understanding at the molecular level with cutting-edge technologies, transforming this knowledge into precise, life-changing medicines through collaborative partnerships. We aim to reshape the future of healthcare by providing flexible access for our partners in the pharmaceutical and biotechnology industry to our platform across the continuum of discovery, development and manufacturing.

As of December 31, 2025, our workforce included 3,682 scientific experts across a broad range of disciplines along the R&D value chain in a wide area of disease areas, in which we have developed substantial expertise in underlying biology, molecular mechanisms, and therapeutic targets over the years. Our broad range of disease area expertise covers oncology, central nervous system (“CNS”) disorders, cardiovascular-renal (“CVRM”) disorders, immune & inflammatory (“I&I”) and infectious diseases, other areas of expertise cover fibrotic and respiratory diseases, women’s health, rare diseases, and animal health.

Our new strategy tightens the focus on technology and science leadership, specifically in AI-driven innovation, molecular glue degraders, and targeted protein degradation, aiming to maximize impact in high-value segments. Our proprietary technologies and platforms, such as proprietary molecular patient databases, induced pluripotent stem-cell based disease modelling, high performance Omics technologies and comprehensive fully integrated platforms for drug screening, profiling and development as well as manufacturing, set Evotec apart from competitors. We believe that we differentiate ourselves from our competition because we combine industry-leading technology, fully integrated drug discovery and development platforms with these cutting-edge next generation platforms across a spectrum of modalities. By sharing access to these platforms, we build customized, results-focused partnerships which can be based on standalone and/or integrated fee-for-service relationships with the goal of advancing our partners’ projects in the most cost-effective and timely manner to deliver drug candidates with the highest probability of success during clinical development and in the market. Furthermore, we also build strategic partnerships where we co-create pipelines with our partners based proprietary assets, targets or technology platforms. The ultimate goal is to align patients’ needs with the industry’s demand for efficient R&D.

Our network of partners ranges from leading pharmaceutical companies, small and large biotechnology companies, academic institutions, patient advocacy groups and venture capitalists as well as mission-driven foundations and not-for-profit organizations.

Our offering covers all areas of preclinical R&D from Discovery Services to Development & Manufacturing Services as well as Absorption, Distribution, Metabolism, Excretion (“ADME”)-Tox Solutions. Moreover, we cover the entire value chain of discovery, process development and manufacturing expertise in the field of biologics, operated by JEB. By sharing access to these platforms, we form results-driven partnerships to co-create potential drugs and IP by leveraging our assets, targets, and propriety technology platforms together with our partners for co-development or new co-creation of therapeutics.

AI and Machine Learning (“ML”) expertise and capabilities such as deep learning and computational knowledge integration is put into use where needed and effective along the entire value chain. Our platforms are specifically designed to deliver differentiated results by integrating into established R&D capabilities and ultimately enabling the discovery of next generation, highly differentiated precision medicines.

For the near future, a substantial majority of revenues (2025: 79%, 2024: 94%) generated from the offerings to our partners will be based on “fee-for-service” agreements or Full-time equivalent (“FTE”) -based arrangements. Subject to the degree of integration of partnerships and multi-step research campaigns, we may also benefit from success-based payments, so-called milestone payments. If alliances are built based on co-development of therapeutics with Evotec IP involved, we may also benefit in future from substantial milestone and royalty payments in addition to the compensation of research work via FTE rates. In the years ended December 31, 2024, and 2025, 0.4% and 1.2%, respectively, of our total group revenues from third parties were derived from milestone payments. There was no mentionable contribution of royalties at this stage. Revenues generated from commercial manufacturing biologics should become a relevant contributor to overall growth of group revenues by 2030. 18

Table of Contents The chart below provides an overview on active projects/therapeutics, which we co-develop with partners (“Partnered Pipeline”) or which could be subject to co-development alliances in the future (“Unpartnered Pipeline”). As of December 31, 2025, the portfolio of projects in clinical trials composed of two projects in Phase II and five projects in Phase I.

The majority of drug candidates in the pipeline were discovered in collaborations between Evotec and their partners. Dependent on the partnership contract, Evotec is eligible to receive royalty or milestone payments for those candidates. As of December 2025, 62 active projects were partnered, excluding 21 projects with royalties only. An additional 31 projects are eligible for partnering in the future. To improve our risk / return profile in the future, we will focus on co-developed projects and will only selectively pursue independent in-house discovery and development of proprietary assets as proof-of-concept of our platforms, The chart above does not contain candidates that are being discovered and developed by partners in whom we have solely an equity stake. For these projects we have no right to benefit from milestone or royalty payments and there is no direct impact on our P&L. However, we could benefit from value accretion related to the progress of these assets.

At the start of 2025, we operated 15 sites, including a network of five manufacturing facilities, with capacities for continuous manufacturing of biologics in the United States, in Redmond (Washington), the “J.POD” facility. Our second Toulouse site, which was customized and dedicated entirely to Sandoz, was sold to Sandoz AG with the final closing on December 5, 2025. Our API manufacturing capabilities are in Europe in Abingdon, UK, and Verona, Italy. We also have a GMP manufacturing site for ATMP (“Advanced Therapy Medicinal Product”) in Medolla, Italy. In the first half of 2024, we announced a reset of priorities resulting in a stronger focus on profitable growth. At the end of February 2025, as part of our footprint optimization plan announced in 2024, we closed the Cologne site. At the end of 2025 our local footprint represents 14 sites. Certain of our operations are carried out under GMP and GLP regulations, which are certified and periodically audited by regulatory agencies, such as the FDA, MHRA, AIFA, and our partners.

Reporting segments

Evotec reports the results of its work and collaborations with third parties through two reporting segments:

Just – Evotec Biologics

Just – Evotec Biologics is our advanced approach to discovering, optimizing, developing and manufacturing bio-therapeutics. JEB provides services in the areas of antibody molecular optimization, product and process design, single-use disposable, perfusion-based continuous bioprocessing platforms, covering both early stage as well as commercial biomanufacturing. This differentiated offering is available to our partners on a fee-for-service and/or full-time equivalent (“FTE”)-rates-based model as well as through arrangements that involve milestones and royalties. Revenue generated by the Just – Evotec Biologics brand is included within the Just – Evotec Biologics segment. 19

Table of Contents The transaction with Sandoz, closed in early December 2025, marks a strategic milestone for Evotec in transitioning to an asset-lighter business model that requires less capital expenditure. With the sale of the JEB Toulouse site Evotec steps back from owning large‑scale biologics manufacturing and moving toward a lighter, partnership‑focused model. The deal strengthens Evotec’s liquidity (upfront cash payment of USD 350 m) while keeping access to long‑term revenue through technology licenses, milestones, and royalties (Evotec is eligible for over USD 300 m in future developments as well as royalties on a biosimilar portfolio targeting >USD 90 billion in originator sales). This shift in strategy allows Evotec to focus more on its core R&D platforms and continuous manufacturing expertise, without carrying the heavy investment burden of building out further biologics production facilities. With the closing of the transaction, JEB will continue to serve its customers in the USA and Europe with capacity for molecular design,  upstream, downstream, analytical and formulation development as well as first-in-human to commercial biologics GMP manufacturing.

JEB accounted for 33% of our revenues from third parties in the twelve months ended December 31, 2025, and 23% and 14% for the years ended December 31, 2024, and 2023, respectively

Discovery & Preclinical Development

As a result of the strategic review process, the segment formerly known as Shared R&D was renamed Discovery & Preclinical Development (“D&PD”) in April 2025, to illustrate a shift in strategic focus from the earlier expansion‑driven approach towards a more focused and profitability‑oriented model. The Company now concentrates on high‑growth, high‑value segments, simplifies its business structure, and emphasizes operational excellence towards higher-margin activities, complexity reduction, operational streamlining, and a “asset-lighter” operational model. D&PD primarily includes drug discovery and preclinical development services and solutions, starting with sourcing novel treatment ideas derived from patient data and continues with target validation and lead optimization. In the subsequent development phase, selected candidates can seamlessly transition to IND application. Revenue generated through the Evotec or Cyprotex brands is included within the Discovery & Preclinical Development segment, including standard fee-for-service arrangements, larger collaboration arrangements as well as all pipeline assets. Evotec believes its Discovery & Preclinical Development partnership model is unique and allows the Company to balance and diversify the risks associated with drug discovery.

D&PD accounted for 67% of our revenues from third parties in the year ended December 31, 2025, and 77% and 86% for the years ended December 31, 2024, and 2023, respectively.

D&PD business model

As an external innovation partner to the life science industry, we provide stand-alone services or integrated offerings, characterized by multi-year, multi-stage drug discovery and development campaigns using our industrialized and comprehensive infrastructure. Strategic pipeline building, leading to co-ownership in drug products, is achieved if proprietary technologies and intellectual property are leveraged. The “fee-for-service model” is the main source of revenues today. It usually applies where no IP of Evotec is involved. We grant partners access to our own IP and technology platforms only in return for milestone payments or license payments and future royalties in case of commercial success of jointly developed pipeline assets. These payments are added to FTE-rate based payments for the work required to achieve scientific progress. In the years ended December 31, 2025, and 2024, 1.2% and 0.4%, respectively, of our total group revenues from third parties were derived from milestone payments. There was no significant contribution of license payments or royalties at this stage. 20

Table of Contents The Evotec’s Group Collective Competitive Strengths

Based on many technological advances and new biological insights, the opportunity to change the odds and improve the success rates in drug discovery has been made more achievable. In our view, our set-up as a fully integrated drug discovery and development innovation hub makes us well-positioned to achieve superior results. We believe we have built the most agile platform in the industry, and we distinguish ourselves from our competition through our competitive strengths, as described below:

●	Our fully integrated innovation platform has comprehensive breadth and depth: Our platform covers the full discovery, preclinical and early clinical development value chain, delivered in a highly integrated, cross-functional manner. This platform is comprehensive and, in its breadth, and depth provides unique offerings that resonates strongly with our partners because we offer a unique combination of disease area expertise, full-suite technology, and predictive power across most modalities. Our competitors in the market for external drug discovery offer services or solutions with a limited scope focusing on discrete steps within the value chain. In contrast, our platform integrates disruptive, proprietary technologies within a holistic product suite to enable the development of potentially first and best-in-class therapeutics. Based on our industry knowledge and the public disclosure of other industry participants, we believe that we are the only company among our identified competitors that offers chemistry, biology, transcriptomics, proteomics and iPSC-based disease modeling with multi-modality expertise across small molecules, biologics, and cell therapies, as well as related manufacturing capabilities.
●	Our platforms are designed to optimally support precision drug discovery: The integration of precision and efficiency is in our view the solution to the industry’s challenge of constantly declining returns on R&D investments. Over the last 25 years, we have built an agile platform, designed to help improve returns from R&D. Our proprietary discovery and development platforms leverage data, operational efficiencies, and technological capabilities to drive rapid progress and successful outcomes in the early stages of the R&D process. We also apply ML and AI to our molecular patient databases as well as in vitro and in vivo models to generate and analyze data with the ambition to increase the likelihood of success in clinical trials and provide solutions to the challenge of constantly declining returns on R&D investments.
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●	Our patient-centric approach helps us benefit from the paradigm shift of precision medicine: We have built an advanced precision medicine platform that integrates molecular patient databases, our PanOmics platforms as well as our iPSC- based drug screening platform. We believe that the identification of disease-relevant molecular profiles in patients is fundamental for most precision medicine approaches, and we target the development of molecular patient databases in various disease areas. For example, our CKD database is derived from more than 10,000 CKD patient profiles and more than 10,000 controls and other disease areas. Overall, E.MPD consists of more than 20,000 patient profiles from several disease areas including metabolic & kidney diseases as well as inflammatory and immune-mediated diseases. We have also uniquely integrated our iPSC platform with other core technologies, which enables iPSC-based disease modelling and drug screening at an industrialized scale. We believe that patient-derived disease models are the new gold standard in profiling drugs at the preclinical stage of development, eventually leading to lower attrition rates during clinical trials. This helps us drive the paradigm shift toward individualized drug discovery and allows us to address diseases in a more precise manner tailored to molecular patient profiles.
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●	Our modality-agnostic set of solutions maximizes the potential of our integrated technology platform: Our multi-modality platform ranges across small molecules, biologics, RNA-targeting approaches and cell therapy. Our platforms are applicable to all these modalities and lead to a modality-agnostic pipeline spanning a broad range of disease areas. We leverage our industry-leading iPSC platform for the development of next-generation cell-based therapies as well as disease modeling and drug screening.
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●	Our wide array of high-quality partnerships results in a deep, diversified pipeline: We are a partner of choice for leading pharmaceutical companies, small and large biotechnology companies, start-ups, academic institutions, venture capitalists as well as foundations and mission-driven not-for-profit organizations. Due to our value proposition for partners, we can retain significant commercial upside with all our assets that are partnered in the form of royalties, milestones, or equity stakes. Our pipeline benefits from our highly productive research collaborations. The value upside created by our pipeline comes at a low capital intensity and at an attractive risk-reward profile as our partners typically carry the clinical development costs of our assets.
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Table of Contents

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Our people and culture place scientific excellence at the heart of everything we do: We are led by a strong management team with extensive industry knowledge and experience. We foster a culture of scientific excellence and problem solving, demonstrated by the scientific expertise and passion of our 3,682 scientists who work for Evotec as of December 31, 2025. 60% of our employees holds at least one academic qualification, including a significant number with a Ph.D. or equivalent. We stay close to groundbreaking research through our numerous research collaborations with academic institutions such as the University of Oxford, the German Cancer Research Center, Harvard, Yale, Johns Hopkins University, the Ospedale San Raffaele, or A*STAR and the National University of Singapore (“NUS”). Our people strategy focuses on attracting, growing, and retaining talent, developing our leaders to be great leaders, ensuring a fair and competitive reward system, and supporting our ONE Evotec culture. Our three core values that form the basis of our corporate culture are innovation, collaboration, and entrepreneurship. These values are consistently lived internally amongst Evotec employees as well as externally with our partners (two of our critical stakeholder groups) and are essential to our business model.

Key Performance Metrics for our Fee-for-Service and FTE-based Business models

1)	Share of Annual Repeat Business

We have demonstrated solid customer retention rates, as defined by the percentage of revenues from customers with whom we had a relationship within the prior year, above 90% in each of the last three years. We review our repeat business on a yearly basis. Repeat business was 90% in 2025, 94% in 2024 and 93% in 2023 respectively.

2) Customer Evolution and Contribution

The number of our customer alliances has expanded significantly in recent years, providing further validation of the services provided. The total number of customers in 2025 was 735, compared to 849 in 2024 and 838 in 2023, respectively. During 2025, we added 225 new customers compared to 292 in 2024 and 298 in 2023. The number of customer alliances that generate revenues of more than €1.0 million per year has decreased to 74 in 2025 or 10%, whereas in 2024, we had 109 customers or 13% and in 2023 102 or 12% of total customers.

3)	Increased revenue share from top ten customers

Our customer and revenue bases have become more concentrated over the last three years. Our top ten customers’ contribution to total revenues amounted to 61% in 2025 versus 52% in 2024 and 47% in 2023. Bristol Myers Squibb (“BMS”) and Sandoz are the only customers which each individually accounted for more than 10% of group revenues. 22

Table of Contents Our Growth Strategy

Evotec’s 2025 growth strategy represents a clear shift from its earlier expansion‑driven approach towards a more focused and profitability‑oriented model, with an emphasis on operational excellence. Our new growth strategy is guided by four mid-term levers of value creation:

1.Growth faster than the market by focusing on high‑value, high‑growth segments with strong margins

2.Our commitment to operational excellence

3.	Our new strategy for our Just-Evotec Biologics business, focusing on better monetizing our technology and the strategic transition to an asset-lighter business model

4.Upside from development progress in our asset pipeline partnered with pharma and biotech companies.

On March 10, 2026 we announced ‘Horizon’, the next phase in our multi-stage transformation initiative. Horizon is advancing the multi‑stage transformation initiated with the Priority Reset in 2024 by implementing a strengthened operating model built on three strategic pillars: operations, science, and commercial execution. As part of this evolution, the company is streamlining its global footprint to 10 sites, creating a more focused operational structure and improving its long‑term cost position. In parallel, newly established Centers of Excellence consolidate critical expertise and innovation capabilities, reinforcing Horizon’s scientific leadership and sharpening its competitiveness in high‑value market segments. The commercial organization is being upgraded to drive faster execution, clearer accountability, and stronger customer engagement. Together, these measures establish an operating model designed for greater agility, resilience, and sustainable growth, positioning Horizon to deliver enhanced value creation. The structural initiatives are expected to generate approximately € 75 m in run‑rate savings by the end of 2027.

With regard to the Just – Evotec Biologics (“JEB”) segment, the sale of the JEB Toulouse site to Sandoz, closed in December 2025, marks a strategic milestone for Evotec in transitioning to a business model that requires less capital expenditure. With the sale of the JEB Toulouse site steps back from owning large‑scale biologics manufacturing and moving toward a lighter, partnership‑focused model. The deal strengthens Evotec’s liquidity (upfront cash payment of USD 350 m) while keeping access to long‑term revenue through technology licenses, milestones, and royalties (Evotec is eligible for over USD 300 m in future developments as well as royalties on a biosimilar portfolio targeting >USD 90 billion in originator sales). This shift in strategy allows Evotec to focus more on its core R&D platforms and continuous manufacturing expertise, without carrying the heavy investment burden of building out further biologics production facilities.

Our growth strategy for the D&PD segment focuses on building growth momentum through a tailored commercial model that strengthens our position in long‑term strategic collaborations while maximizing our platform’s full potential for targeted projects. Industrialization and automation ensure consistent, high‑quality results, whether for a single experiment or a multi‑year collaboration. Our standardized offerings prioritize speed, ease of business and industry‑leading quality standards. Integrated projects include additional services to accelerate results, offering access to our expert teams and consulting support. The “gold standard” of our services becomes the basis for strategic partnerships, providing clients with exclusive access to next‑generation technologies and therapeutic area expertise. As complexity and access to proprietary technologies increase, the share of value‑added revenue — such as milestones, licensing, and royalties — also rises in the event of a drug’s commercial success.

In contrast, Evotec’s former strategy prioritized broad expansion, heavy investment in new technologies and infrastructure, and a wide network of R&D partnerships. Growth was driven by scaling capabilities across multiple platforms, including significant capacity building in biologics manufacturing. Profitability played a secondary role, as the Company focused on long‑term pipeline participation and diversified scientific initiatives. 23

Table of Contents Developments in the pharmaceutical and biotechnology markets - Increasing demand for CROs and CDMOs

The exceptional funding and development activity witnessed during the pandemic years has normalized, and early‑stage biotech financing has tightened considerably. The discovery and preclinical development market, in particular, has faced several challenging years in the aftermath of the pandemic. Overall, while global R&D growth has moderated compared to the extraordinary levels seen during COVID‑19, we expect the environment to be characterized by greater selectivity and capital discipline rather than a diminished appetite for innovation. Large pharmaceutical companies are maintaining disciplined portfolio reviews and cost‑optimization measures, limiting near‑term spending on external R&D and transactional research services. At the same time, strategic, long‑term collaborations — particularly in advanced modalities and platform technologies—remain a priority, though deal structures are increasingly milestone‑weighted.

The global preclinical Contract Research Organizations (“CRO”) market is poised for strong expansion, rising from an estimated USD 6.8  bn in 2025 to USD 12.2 bn by 2032, reflecting a CAGR of 8.8%, driven by the growing tendency of pharmaceutical and biotechnology companies to outsource preclinical research. This growth is supported by increasing investment in drug discovery and development, as well as the need for more specialized expertise during early‑stage research. Several trends are shaping the market’s development. Companies are increasingly adopting advanced technologies such as artificial intelligence, machine learning, and robotics to accelerate and optimize the drug discovery process. At the same time, the rise of personalized medicine and targeted therapies is boosting demand for highly specialized preclinical services. Growing collaboration between pharmaceutical firms and CROs is further enhancing innovation and improving the efficiency of drug development.

Expert assessments highlight strong momentum in the market, driven by outsourcing, technological innovation, and rising preclinical activity in fields such as oncology, metabolic disorders, and rare diseases. At the same time, the market faces challenges, including rising operational costs, talent shortages, and regulatory complexity across regions.

According to Precedence Research, the global pharmaceutical Contract Development and manufacturing organization (“CDMO”) market size is valued at USD 197.4 bn in 2025 and is predicted to increase from USD 211.0 bn in 2026 to approximately USD 392.7 bn by 2035, expanding at a CAGR of 7.1% from 2026 to 2035.

Partnerships between pharmaceutical companies and CDMOs have become increasingly important, as outsourcing manufacturing allows companies to focus on their core strengths while lowering production costs. The high expenses involved in drug development further encourage firms to seek cost‑efficient external support, and CDMOs provide the specialized capabilities needed to reduce these financial pressures.

The CDMO market is expanding as chronic diseases such as cancer increase the need for advanced and effective treatments. Growing demand for generics, personalized medicine, and greater R&D activity further strengthens the role of CDMOs in supporting drug development and manufacturing. 24

Table of Contents D&PD Business model

As an external innovation partner to the life science industry, we provide stand-alone services or integrated offerings, characterized by multi-year, multi-stage drug discovery and development campaigns using our industrialized and comprehensive infrastructure. Strategic pipeline building, leading to co-ownership in drug products, is achieved if proprietary technologies and intellectual property are leveraged. The “fee-for-service model” is the main source of revenues today. It usually applies where no IP of Evotec is involved. We grant partners access to our own IP and technology platforms only in return for milestone payments or license payments and future royalties in case of commercial success of jointly developed pipeline assets. These payments are added to FTE-rate based payments for the work required to achieve scientific progress. In the years ended December 31, 2025, and 2024, 1.2% and 0.4%, respectively, of our total group revenues from third parties were derived from milestone payments. There was no significant contribution of license payments or royalties at this stage.

Benefits from our strategy to co-create pipelines include:

●	Milestones and royalties-based revenue to secure and accelerate profitability.
●	A risk-reduced development pathway for drugs given the ability to combine Evotec and partner R&D capabilities and expertise.
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●	Deepen our knowledge base of high-quality R&D capabilities.
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25

Table of Contents Striving for differentiation through technological and scientific leadership

Our new strategy tightens the focus on technology and science leadership, specifically in AI-driven innovation, molecular glue degraders, and targeted protein degradation, aiming to maximize impact in high-value segments. Our proprietary technologies and platforms, such as proprietary molecular patient databases, induced pluripotent stem-cell based disease modelling, high performance Omics technologies and comprehensive fully integrated platforms for drug screening, profiling and development as well as manufacturing, set Evotec apart from competitors. We believe that we differentiate ourselves from our competition because we combine industry-leading technology, fully integrated drug discovery and development platforms with these cutting-edge next generation platforms across a spectrum of modalities. By sharing access to these platforms, we build customized, results-focused partnerships which can be based on standalone and/or integrated fee-for-service relationships with the goal of advancing our partners’ projects in the most cost-effective and timely manner to deliver drug candidates with the highest probability of success during clinical development and in the market. Furthermore, we also build strategic partnerships where we co-create pipelines with our partners based proprietary assets, targets or technology platforms. The ultimate goal is to align patients’ needs with the industry’s demand for efficient R&D.

Our network of partners ranges from leading pharmaceutical companies, small and large biotechnology companies, academic institutions, patient advocacy groups and venture capitalists as well as mission-driven foundations and not-for-profit organizations.

Evotec’s offering covers all areas of preclinical R&D from Discovery Services to Development & Manufacturing Services as well as Absorption, Distribution, Metabolism, Excretion (“ADME”)-Tox Solutions. Moreover, we cover the entire value chain of discovery, process development and manufacturing expertise in the field of biologics, operated by JEB. By sharing access to these platforms, we form results-driven partnerships to co-create potential drugs and intellectual property by leveraging our assets, targets and propriety technology platforms together with our partners for co-development or new co-creation of therapeutics.

Artificial Intelligence (“AI”) and Machine Learning (“ML”) expertise and capabilities such as deep learning and computational knowledge integration are used, where effective, along the entire value chain to complement the expertise of our scientists. Our platforms are specifically designed to deliver differentiated results by integrating into established R&D capabilities and ultimately enabling the discovery of next generation, highly differentiated precision medicines.

Our services across the continuum can be clustered in the four areas: Discovery Services, Development & Manufacturing Services, Cyprotex ADME-Tox Solutions and Just – Evotec Biologics, where the latter represents a separate reporting segment besides D&PD, which covers the first three areas. Within our service clusters, we have developed specific areas of expertise and proprietary platforms that are combined with established R&D capabilities designed to offer holistic drug discovery and development solutions.

The composition of revenues and profitability depends on the composition of services provided, the nature of the contract with our partners, the ownership of the intellectual property (i.e. the degree of integration of proprietary technologies and platforms), the stage of the project and our right to generate revenue from development success. We believe our partnership model is unique and allows us to balance and diversify the risks associated with drug discovery.

Our services across the continuum can be clustered in the four areas: Discovery Services, Development & Manufacturing Services, Cyprotex ADME-Tox Solutions, and JEB, where the latter represents a separate reporting segment besides D&PD, which covers the first three areas. Within our service clusters, we have developed specific areas of expertise and proprietary platforms that are combined with established R&D capabilities designed to offer holistic drug discovery and development solutions.

The composition of revenues and profitability depends on the composition of services provided, the nature of the contract with our partners, the ownership of the IP (i.e. the degree of integration of proprietary technologies and platforms), the stage of the project and our right to generate revenue from development success. We believe our partnership model is unique and allows us to balance and diversify the risks associated with drug discovery.

Discovery Services

Our comprehensive toolbox combines established R&D capabilities and our industrialized PanOmics approach towards molecular disease understanding and iPSC disease modeling platform. 26

Table of Contents Our integrated Drug Discovery toolbox includes (selection):

●	Target ID & Validation
●	Hit Identification
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●	Structural Biology
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●	Molecular Design & MedChem
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●	In-vitro Biology
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●	In-vivo Pharmacology
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●	Biomarkers
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●	Bioreagents & Cellular Sciences
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●	Early Formulation
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●	Sample Management
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●	In silico and AI/ML platforms
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●	Proprietary Technology platforms: PanOmics, Evotec’s Molecular Patient Databases (“E.MPD”), iPSC disease modelling and therapies
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-	PanOmics - PanOmics, our multi-omics supported drug discovery platform, combines industrialized Omics data generation and AI/ML supported Omics data analysis. Built on the foundation of proprietary molecular patient data, the platform fundamentally improves the understanding of disease processes, disease modeling in vitro and in vivo, the identification of novel high value targets as well as biomarker discovery and patient selection.
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The technologies in use cover the whole range of biomolecules from genes to protein to metabolites. While we are using standard commercially available processes for genomics, we have invested massively in high-throughput and high-resolution transcriptomics, proteomics, and metabolomics methods. These methods allow us to study diseases processes on all molecular levels and yield a deeper understanding of the disease mechanisms and discovery of novel predictive biomarkers. We believe our proprietary multi-omics data generation platform, PanOmics, is industry-leading in terms of throughput sensitivity, robustness, and cost efficiency, in the fields of transcriptomic and proteomic analysis.

The results often lead to the stratification of sub-populations within a broader group of patients and eventually may lead to the development of personalized therapies. This change in paradigm has increased the need for new AI/ML-based platforms, tools, and methods to better understand, interpret, and translate the vast amounts of information and data that is being generated to broaden knowledge of the molecular biology, cell regulation and the pathogenesis of individual diseases. PanHunter, our integrated data analytics platform, makes the Company’s -omics data available in a user-friendly manner at the enterprise level. Users can freely interact with and combine data in a modular, app-based system where results are available immediately and can be interpreted or used as input for subsequent steps. This rapid feedback is a crucial feature distinguishing PanHunter from other similar tools. 27

Table of Contents

-	E.MPD
●	The drug discovery process starts with a fundamental understanding of molecular disease processes. We believe that gaining a better insight into the molecular level of disease processes is the only way to develop disease modifying or even curative therapies. Evotec has established unique and proprietary molecular patient databases in number of disease areas including cardiac diseases, acute & chronic kidney disease (“AKI” & “CKD”), metabolic diseases, immunology and inflammation (“I&I”), and neuronal diseases. Our most comprehensive molecular patient database has been built in CKD.
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Utilizing the PanOmics data generation platforms, we conducted molecular profiling of patient tissues and samples in the database and thereby generated crucial molecular patient data required to drive precision medicine approaches in CKD. We have continuously expanded this database, which is based on data from almost 12,000 CKD patients. To our knowledge, this constitutes by far the largest CKD patient molecular database worldwide and now constitutes more than six hundred billion data points.

Based on the strength of our molecular CKD patient database, we have built four partnerships in kidney diseases in the last almost ten years with prominent pharmaceutical companies such as Bayer, Vifor (now “CSL Vifor”), Novo Nordisk, Eli Lilly, and Chinook (now a Novartis company). Our collaborations are structured as multi-target agreements pursuant to which an undefined number of targets may be pursued.

While our molecular patient database in CKD is the most comprehensive set of data at this stage, we are growing several additional proprietary molecular patient databases in other disease areas (e.g., Metabolic and Cardiac diseases etc.) by adding samples from more patients. The opportunity to derive new targets and therapies in these disease areas is tremendous, and we aim to capitalize on these databases via additional strategic alliances.

-	iPSC based disease modeling - The improved molecular understanding of disease processes and therefore of sub-populations of larger patient populations enables us to establish more disease relevant in vitro models especially using patient-derived disease models through iPSC technology. Combining our improved understanding of molecular disease processes in patients with iPSC-based patient derived disease models as well as high performance Omics profiling and AI/ML supported data analytics is a unique set up to seamlessly prosecute novel insights in disease biology into next-generation drug discovery programs.
●	iPSC cell assays enable a more accurate modelling of diseases and therefore represent an alternative to animal models in profiling drug candidates at preclinical stages. Patient-derived iPSCs offer unprecedented opportunities for in vitro disease modelling and have unlocked new possibilities for the development of more efficacious and safer drugs. Since 2013, we have built an iPSC infrastructure that forms an integral part of our PanOmics-driven drug discovery platform and can be applied to a broad range of therapeutic areas. It was created with the key goal of developing more accurate and scalable models to investigate disease aetiology and to industrialize iPSC-based drug screening in terms of throughput, reproducibility and robustness in miniaturized 384-well format.
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While iPSC disease models are traditionally utilized in two-dimensional monocultures, we are also investigating next generation multi lineage technologies, such as co-cultures and organoids, to attain greater physiological relevance. Our ’clinical-trial-in-a-dish’ approach allows testing of novel drug candidates on iPSC-derived models from a representative sample of human patients in a multiplexed fashion and has vast potential for multiple areas of drug discovery – from early stages of lead optimization to regulatory safety assessment.

Development & Manufacturing Services

We provide a one-stop solution for drug development and manufacturing, designed to work closely together with our partners to design and execute the best strategy for rapid entry into first-in-human (“FIH”) studies and further advancement into clinical supply for Phase II and Phase III studies. 28

Table of Contents Integrated Development & Manufacturing Services include:

●	INDiGO - Investigational New Drug (“IND”) Enabling Program - INDiGO is a fully integrated development program in which clinical-enabling drug substance, safety assessment, clinical drug product and regulatory activities are conducted at a single site and within a single contract, providing a fully integrated and optimally efficient plan for IND/clinical trial application (“CTA”) submission. All these activities are governed by a project team with decades of pharmaceutical experience and harmonized with our fully equipped regulatory support team providing a robust, streamlined development engine with multi-disciplinary coordination to accelerate drug candidates into the clinic. Instead of single services, we offer a solution designed to materially shorten the process of bringing a new drug candidate into the clinic.
●	Fully integrated API capabilities - Our API capabilities encompass process chemistry, analytical, and manufacturing operations. In addition to offering integrated process R&D and analytical development services using state-of-the-art laboratory facilities and equipment, we also supply APIs for preclinical development, non-clinical use, clinical trials, and small-scale commercial supply. To ensure compliance with cGMP standards and to provide support for customer audits and regulatory inspections, we have an independent Quality Assurance unit that oversees all API activities. Our chemistry, analytical and manufacturing operations are co-located at facilities in Abingdon, UK, and Verona, Italy.
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●	iPSC based Cell Therapy - We have built a fully integrated end-to-end platform to discover, develop and manufacture off-the-shelf iPSC-based cell therapeutics. In addition, we conduct R&D to develop innovative proprietary product candidates to accelerate pipeline building with our partners. Our proprietary internal iPSC-based preclinical product candidate pipeline encompasses immunotherapies for cancer and autoimmune diseases, as well as regenerative therapies targeting diabetes and retinal degeneration. Our platform integrates cutting-edge gene editing and targeting technologies, along with a GMP facility for manufacturing clinical development candidates located near Modena.
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Cyprotex ADME-Tox Solutions

Cyprotex enables and enhances the prediction of human exposure, clinical efficacy and toxicological outcome of a drug or chemical. We can combine quality data from a comprehensive portfolio of in vitro assays with leading in silico technology and harness our extensive experience in the ADME-Tox field to add value, context and relevance to the data supplied to our partners. Cyprotex serves several different industries, including the pharmaceutical and biotech, personal care and cosmetics, household products, and the chemical and agrochemical industries.

The range of Cyprotex ADME-Tox Solutions encompasses:

●	In vitro ADME and pharmacokinetic (“PK”) - Studying ADME of a compound can be used to estimate the plasma and tissue concentrations in the body (pharmacokinetics). There is a clear link between pharmacokinetics/tissue exposure and clinical efficacy and safety due to either on-target or off-target effects.
●	Integrated and standalone bioanalysis – Evotec and its subsidiaries have a breadth of experience in bioanalysis for small molecules and bio-therapeutics of any size for non-clinical and clinical sample analysis. The scientific experience, capacity and application of the bioanalytical equipment provide a fast turnaround that will help to arrive at “go/no-go” decisions faster. Our bioanalysis service is part of both standalone services as well as fully integrated packages. We can offer both non-GLP and GLP bioanalytical services with validated methods appropriate for regulatory submissions.
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●	Toxicology - Significant expertise in the latest techniques such as high content imaging, microelectrode array, 3D cells and iPSC-derived models and transcriptomics to identify potential toxicity and understanding mechanisms of toxicity at an early stage in drug discovery. More human relevant cell-based models are being introduced in drug discovery to address this need. Evotec and its wholly owned subsidiary Cyprotex are among the leaders in this field.
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●	Physicochemical Profiling - Determining key physicochemical properties of compounds plays a pivotal role in supporting rational compound design by providing insight into the relationship between a molecule’s structure and its physical behavior within many areas in an organism, e.g. dissolution, absorption, distribution, metabolism, elimination, protein affinity, and toxicity.
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29

Table of Contents

●

Modelling & Simulation - Properly developed systems models can generate valuable additional information from data, enabling improved decision making, cost reduction and reduction in animal usage. Cyprotex performs innovative mathematical modeling and offers multiple modeling solutions, such as Pharmacokinetic Prediction using physiologically based pharmacokinetic (“PBPK”) models, ML & Quantitative Structure-Activity Relationship (“QSAR”) /Quantitative structure–property relationships (“QSPR”) modeling primarily performed by a proprietary system developed in-house, PK/pharmacodynamic (“PD”) modeling, as well as a suite of methods for integrating data from multiple in vitro, ex vivo and in vivo sources – whether ADME/PK, toxicity and/or efficacy.

JEB

JEB is our advanced approach to designing, discovering, optimizing, developing and manufacturing bio-therapeutics. The sale of the JEB Toulouse site to Sandoz closed in December 2025 marks a strategic milestone for Evotec in transitioning to a business model that requires less capital expenditure. With the sale of the JEB Toulouse site steps back from owning large‑scale biologics manufacturing and moving toward a lighter, partnership‑focused model. The deal strengthens Evotec’s liquidity while keeping access to long‑term revenue through technology licenses, milestones, and royalties. This shift in strategy allows Evotec to focus more on its core R&D platforms and continuous manufacturing expertise, without carrying the heavy investment burden of running a full biologics production facility. JEB will continue to offer all of its previous biologics CDMO services in the Seattle and Redmond sites, as well as licensing out its proprietary IP, including cell lines, media, expression vector system, as well as its full suite of end to end continuous manufacturing IP.

Evotec acquired Just Biotherapeutics (subsequently renamed Just – Evotec Biologics) in 2019, which represented our entry into the large and growing market for commercial biologics and expanded our multi-modality capabilities. The founding and original concept of JEB was to create an agile, flexible, and cost-effective method of biologics discovery, development, and manufacture to enable affordable global access to modern biologics therapies. This powerful, horizontally integrated end-to-end system is called J.DESIGN.

Our full suite of capabilities from Discovery to Commercial Supply of biologics includes:

●	Antibody Discovery (J.HAL)
●	Antibody Molecular Optimization and candidate selection services utilizing state-of-the-art in silico-based AI tools combined with biophysical and biochemical characterization (J.MD).
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●	Process and product design for highly efficient, high titer, flexible manufacturing (J.P3)
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●	Cell line and media development services
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●	Continuous and Semi-continuous biomanufacturing under GMP for clinical and commercial use
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●	Technology Partnerships
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●	Licensing of our proprietary J.CHO cell line, proprietary J.Media for perfusion cell culture and J.Train services (building of flexible biomanufacturing lines and facilities)
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Because we utilize J.DESIGN, or select elements as noted above, throughout the entire drug discovery and development process of biology, by the time it reaches the manufacturing stage in any given program, we have thoughtfully assessed the risk of most scaling problems that may occur. As a result, we can deliver flexible, right-sized manufacturing with faster turnaround times and without sacrificing the quality of the products. In addition to being suitable for providing clinical materials for most indications, this paradigm can broaden the scope of disease areas for biologic drug candidates driven by significantly higher yields and lower costs. It will also accelerate the growth of biosimilars given cost advantages, and it makes orphan diseases more amenable to biologics despite small addressable populations. For the same reasons, smaller patient populations resulting from precision medicine-based patient stratification will also benefit. 30

Table of Contents The J.POD is a late-stage clinical and commercial manufacturing facility. A J.POD stands for “Production on Demand” and can accelerate the development of highly productive processes that can be executed in relatively small unit operations and still make enough products to meet almost all commercial market needs in a single facility. These highly intensified processes reduce the size of unit operations to fit into relatively small, flexible “POD’s” or clean rooms, and become the core manufacturing space in a J.POD facility. Since the entire process train uses single-use technology, central and CapEx intense utilities like “clean in place” or “sterilize in place” systems are eliminated, as well as the large amount of stainless-steel piping and large stainless-steel vessels that must be precisely built and validated. In addition, POD’s, and the equipment they contain can be built and assembled while the plant is being constructed so that the time and complexity of validation are dramatically reduced.

Finally, instead of increasing the size of bioreactors and processing steps to expand capacity (as in traditional large-scale manufacturing facilities), additional bioreactors of the same size are essentially “cloned.” In essence, we “scale-out” in time (i.e. we are able to extend the culture duration in days) rather than “scale-up” and effectively reduce scale-up risks by manufacturing at the same scale from early clinical development through commercial manufacturing. Our processes are highly “intensified,” using continuous perfusion and connected downstream processing to make large amounts of high-quality drug substance with a relatively small bio processing footprint.

To enhance our manufacturing capabilities, in August 2021, we opened our first J.POD, a late-stage clinical and commercial manufacturing facility in Redmond, Washington, United States, in addition to our existing early stage facility also using J.POD technology in Seattle, Washington, United States. Because our J.POD Redmond facility contains clinical and commercial processes, both can be operated at the same scale to facilitate seamless transfer and eliminate scale-up risk. The site, which will be able to produce on a large enough scale to meet most of our commercial needs in a single facility and will mainly supply markets in North America.

As global demand for flexible biologics capacity and for more affordable access to medicines increases, we opened a second J.POD facility in Toulouse, France in September 2024. Since July 2024, the site has been dedicated entirely to Evotec’s customer Sandoz, following a series of agreements for the development, manufacturing and launch of select biosimilars. On July 30, 2025, Evotec SE and Sandoz AG signed a non-binding term sheet on a planned sale of Just – Evotec Biologics EU in Toulouse to Sandoz, followed by the signing of the contract in November 2025 and the final closing on December 5, 2025. The agreement includes approximately USD 350 m in cash for the JEB manufacturing site in Toulouse and upfront technology license fees for JEB’s complete technology stack. In addition, Evotec is eligible for license fees, and development revenues including success-based milestones adding up to more than USD 300 m over the coming years, replacing existing contractual commitments. The transaction with Sandoz is covering royalties on a portfolio of up to ten biosimilars in technical and early development and is accelerating the implementation of Evotec’s strategy through better monetization of its technology and transitioning to an asset-lighter business model. With the closing of the transaction, JEB will continue to serve its customers in the USA and Europe with capacity for molecular design, upstream, downstream, analytical and formulation development as well as FIH to commercial biologics GMP manufacturing. This transaction provides validation and underscores the strength of Evotec’s technology and capabilities in the rapidly expanding biologics segment, which could drive customer demand and support further future licensing opportunities for its proprietary end-to-end continuous manufacturing platform. Further, the transaction evidenced the strategic shift of the JEB business away from a pure CDMO services provider towards a more asset-light business model, which combines existing CDMO services at the Redmond facility with further revenue streams based on monetizing IP within the end-to-end continuous manufacturing process, including cell lines, media, and vectors.

Evotec ventures: Equity Investments

Evotec’s equity strategy started with the creation of Evotec’s spinout of Topas Therapeutics in 2016. Since then, we have made equity investments in products, technology platforms, companies and investment funds with the goal of obtaining early access to innovation and generating upside through our role as an operational partner and potential preclinical and clinical successes, or even positive commercial developments that could drive the valuation of individual portfolio companies. This could lead to returns on investments in case of successful exits from our portfolio companies, e.g. we sold Carrick Therapeutics in October 2025 and in December 2025 Dark Blue Therapeutics, which is advancing first-in-class, small molecule-targeted protein degraders for oncology, was acquired by Amgen. Evotec was invested in Dark Blue Therapeutics since 2020 when the company was founded out of the Academic Partnership BRIDGE LAB282.

With the divestment of Recursion at the end of 2024, we had already significantly reduced our equity investment exposure and continued to do so throughout 2025.As of December 31, 2025, we still have 29 equity engagements in our equity pipeline. Assets from Aurobac Therapeutics, Aeovian Pharmaceuticals, EIR Biotherapies, IMIDomics Immunitas Therapeutics, Sernova, Topas Therapeutics and Tubulis are the most advanced, with 10 active ongoing clinical trials (Phase I and II). Our ownership ranges from 0.1% to 39% in equity per company. Investments with a share greater than 20% or significant influence are recognized in our accounts “at equity”. 31

Table of Contents

Academic BRIDGEs

We are convinced that academic settings serve as a major source and point of origination and discovery of new pharmacological targets and drugs. For example, approximately 25% of drugs ultimately approved by the FDA originate from academia, according to a study published by CTS Clinical and Translational Sciences investigating the contribution of different types of organizations to drug innovation. We seek to address the lack of funding and access to expertise for translational projects from academia, which is one of the main hindrances to capital efficient drug discovery. Often, there is a lack of commercial understanding on how to advance assets to the next stage by university researchers. At the same time, there is a need for validation of academic findings on industry-grade platforms to increase data quality and reproducibility, which we address with our Biomedical Research, Innovation & Development Generation Efficiency (“BRIDGE”) model.

Operationally, BRIDGEs fall into three categories: (i) Contractual partnerships with academic institution(s) and investors or pharma companies with the aim of co-creating biotech companies; (ii) equity investments in start-up studios which focus on accelerating academic projects: and (iii) contractual partnerships with universities and a pharma company to co-create licensing opportunities for pharma. To date, we have created seven company-creating BRIDGE partnerships (LAB282, LAB150, beLAB2122, beLAB1407, Danube Labs, a BRIDGE with VC Amplitude Ventures, and 65LAB), three investments into start-up studios (Autobahn Labs, ArgoBio and Extend) and one licensing-engine BRIDGE (LAB eN2).

In 2024, Evotec and Novo Nordisk announced that its translational drug discovery accelerator, LAB eN², which aims to nurture early research from academic institutions into novel therapeutics, has selected its first three projects to move forward in the program from Boston University, Harvard University in collaboration with Mass General Brigham, and Joslin Diabetes Center. LAB eN² is also expanding to include five additional academic institutions: Boston Children’s Hospital, Boston University, Johns Hopkins University, Joslin Diabetes Center, and the Icahn School of Medicine at Mount Sinai.

In January 2025, we started a novel collaboration - together with Yonsei University in Seoul, South Korea, and the Korean biotech company Zymedi - to develop first-in-class therapeutic antibodies to treat asthma and idiopathic pulmonary fibrosis. The project will focus on the preclinical development of novel anti-inflammatory and anti-fibrotic antibodies directed against tRNA synthetases, an emerging therapeutic target class to treat diseases with a high unmet medical need.

In November 2025, a University of Bristol project aiming to develop next-generation therapeutics for autoimmune diseases received over £850,000 in new funding through the beLAB1407 BRIDGE partnership, supported by Evotec and its global pharmaceutical collaborators. Their current work focuses on the structure-guided design of peptides – short chains of amino acids – to produce cyclic peptides capable of targeted activation of the human complement system.

By the end of 2025, BRIDGEs had built a portfolio of around 130 projects, engaged with 65 academic collaborators and 18 industry partners. These accomplishments position BRIDGEs as a notable and impactful pre-seed initiative within its field. 32

Table of Contents Summary of Equity Holdings, including start-up studios as of December 31, 2025

​	​	​	​	​
Company	​ ​ ​	Focus	​ ​ ​	Equity stake %^1^
Aeovian Pharmaceuticals Inc.		Inflammatory diseases	​	2.32
ArgoBio SAS		Multiple		8.17
Aurobac Therapeutics SAS	​	Antimicrobial Resistance (AMR)	​	12.50
Autobahn Labs, LLC	​	Multiple	​	10.53
Blacksmith Medicines Inc.		Human metalloenzymes		17.97
Breakpoint Therapeutics GmbH		Oncology (DDR)		34.03
Cajal Neuroscience Inc.		Neurodegenerative disease		1.18
Carma Fund I	​	Life Science VC	​	10.00
Celmatix Inc.		Women's health		7.47
Centauri Therapeutics Ltd.	​	Antimicrobial Resistance	​	22.18
Curie Bio LLC	​	Life Science VC	​	0.10
Curie Bio Seed Fund I LP	​	Life Science VC	​	2.83
EIR Biotherapies Srl	​	Oncology	​	24.66
Eternygen GmbH*		NASH		24.97
Extend Srl	​	Multiple	​	9.10
Fibrocor LLP		Fibrotic diseases		16.26
Fibrocor Therapeutics Inc.		Fibrotic diseases		7.65
IMIDomics Inc.	​	Inflammatory diseases	​	6.64
Immunitas Therapeutics Inc.		Oncology		5.54
Leon Nanodrugs GmbH		Nano-technology		3.99
Mission BioCapital V LP		Life Science VC		3.64
Pluristyx Inc.		Cell therapy		3.79
Quantro Therapeutics GmbH		Functional genetic and transcriptomic technologies		38.79
Sernova Corp.	​	Diabetes	​	4.73
TAG Therapeutics GmbH	​	Oncology	​	20.16
Thelior Bio Ltd.	​	Inflammation	​	1.18
Topas Therapeutics GmbH		Nanoparticle-based therapeutics		23.86
Tubulis GmbH	​	Antibody Drug Conjugates	​	3.33
Verto Therapeutics Inc.	​	Oncology	​	4.16

* in liquidation

1) Share of investments based on issued shares, before full dilution (virtual shares or options not considered)

​

IP

We seek to protect and enhance the value of our proprietary drug discovery programs as well as our technology platforms, including proprietary processes, technologies, inventions, and methods, and their application to the R&D of treatments for serious diseases and methods of manufacture through the filling of IP. We pursue a multi-layered IP strategy to protect our technology platforms and their application to R&D of treatments for serious diseases. One focus of our IP strategy is to provide protection for our platforms and pipeline assets currently in development. We also pursue IP protection for assets that may be used in future development programs and/or that may be of interest to our partners or otherwise may prove valuable in the field.

Patent filings protect various aspects of our technology platforms and our pipeline assets, while other aspects remain trade secrets. We also pursue other methods of protection, including seeking trademark registrations, as appropriate. Many of our IP assets were developed and are owned solely by us, some have been acquired and are solely owned by us, some have been developed via collaboration and are jointly owned, and some have been licensed from third parties. We will continue to make additional patent application filings and pursue opportunities to acquire and license additional IP assets, technologies, platforms, or pipeline assets, as developments arise or are identified.

As of December 31, 2025, our owned patent portfolio included more than 50 patent families, each of which includes at least one filing in the United States or Europe, and several of which are pending or granted in multiple jurisdictions.

Below, we provide a summary of the contours of our current IP portfolio as it relates to different aspects of our business. 33

Table of Contents Government Regulation

Government authorities in the EU, the United States and other countries and jurisdictions extensively regulate, among other things, the research, development, testing, manufacture, quality control, approval, packaging, storage, record-keeping, labeling, advertising, promotion, distribution, marketing, post- approval monitoring and reporting and import and export of pharmaceutical products. Compliance with applicable statutes and regulations and other requirements of regulatory authorities requires the expenditure of substantial time and financial resources.

Regulation of Drugs and Biologics

Like all companies in our industry, we need to follow a large set of international regulations. In the EU, pharmaceutical products are subject to a comprehensive scheme of regulatory requirements mainly set out at EU level, but country-specific regulations at EU member state level remain essential in many respects. These regulations exercise over all aspects of our operations including, but not limited to, research, development, testing, manufacturing, and quality control. They also govern all aspects of the operations of our customers and the partners with whom we co-own pipeline assets, including assessing safety and efficacy for purposes of marketing approval, labeling, storage, record keeping, commercialization, distribution, post-approval monitoring, advertising, pricing, and more.

In the United States, the FDA regulates pharmaceutical products. The Federal Food, Drug, and Cosmetic Act, the Public Health Service Act and other federal and state statutes and regulations apply to us, our customers, and our partners who develop our pipeline assets. Failure to comply with applicable U.S. requirements may subject a company to a variety of administrative or judicial sanctions, such as FDA refusal to approve pending new drug applications (“NDAs”) or biologics license applications (“BLAs”), warning or untitled letters, product recalls, product seizures, total or partial suspension of production or distribution, injunctions, fines, civil penalties, and criminal prosecution.

Preclinical Research

A robust package of preclinical data is required before clinical trials can begin. In the EU, if preclinical results warrant continuing development of the product candidate, before a clinical trial may commence, applicants are required to submit a clinical CTA to each country’s national health authority and an independent ethics committee. The CTA must include, among other things, a copy of the trial protocol and an investigational medicinal product dossier with supporting information, in particular preclinical data and information about the manufacture and quality of the medicinal product under investigation. In the United States, if preclinical results warrant continuing development of the product candidate the results of the studies are submitted to the FDA as part of an IND application. An IND includes, among other things, items such as preclinical data, manufacturing information, a proposed clinical protocol and an investigational plan and must be reviewed by the FDA and become effective before proposed clinical testing can begin.

Regulation of Testing Facilities

Our facilities are audited by regulatory agencies such as the FDA, MHRA, and similar foreign regulatory authorities as well as our customers to ensure compliance with requirements designed to ensure the quality and integrity of the testing process and data such as GLP and GMP and other requirements adopted by the EMA, the FDA, the Ministry of Health in the UK and by similar regulatory authorities in other countries, as applicable. GLPs and GMP require standardized procedures for all equipment, processes, and analytical tests, for recording and reporting data, and for retaining appropriate records.

Clinical Trials, Marketing Authorization Application (“MAA”), NDA or BLA Preparation and Submission

In the EU, all phases of clinical development are monitored and audited extensively by regulatory authorities of the relevant member states. Authorities scrutinize all clinical activities and data, and our partners must submit annual reports to the controlling authorities of the relevant member states detailing the progress of the trial. Our partners must also submit any information that suggests a significant risk to human patients or any clinically important increase in the rate of seriously suspected adverse reactions to regulatory authorities as and when they discover such information. The United States has adopted a similar regulatory scheme to the EU. Our partners typically carry out clinical development of our pipeline, including the conduct of human trials and interaction with regulatory authorities. 34

Table of Contents Data Privacy and Security Laws and Regulations

As a primarily business-to-business focused organization, we do not market, sell, or distribute products or services directly to patients or consumers. Accordingly, the personal information that we collect and process, including human tissues and patient samples, is generally limited to what is necessary to conduct business with other businesses within our industry.

Nevertheless, we hold confidential personal information relating to people who have been and/or still are employed by the company. The possession, retention, use and disclosure of such information are highly regulated, particularly in the European Economic Area (“EEA”). The GDPR controls how personal data must be handled and places significant restrictions on the export of personal data from within the EEA to other third countries that have not been found to provide adequate protection for such personal data, including the United States, and the efficacy and longevity of current transfer mechanisms between the EEA and the United States remain uncertain. In the United States, numerous federal and state laws and regulations, including data breach notification laws, health information privacy and security laws, including Health Insurance Portability and Accountability Act (“HIPAA”), and federal and state consumer protection laws and regulations (e.g., Section 5 of the Federal Trade Commission Act), that govern the collection, use, disclosure, and protection of health-related and other personal information could apply to our operations or the operations of our partners. Failure to comply with these laws, where applicable, can result in the imposition of significant civil and/or criminal penalties and private litigation. Privacy and security laws, regulations, and other obligations are constantly evolving, may conflict with each other to complicate compliance efforts, and can result in investigations, proceedings, or actions that lead to significant civil and/or criminal penalties and restrictions on data processing.

Other EHS Laws and Regulations

We may be subject to numerous EHS laws and regulations, including those governing laboratory procedures and the handling, use, storage, treatment and disposal of hazardous materials and wastes. From time to time and in the future, our operations may involve the use of hazardous and flammable materials, including chemicals and biological materials, and may produce hazardous waste products. Even if we contract with third parties for the disposal of these materials and waste products, we cannot eliminate the risk of contamination or injury resulting from these materials. In the event of contamination or injury resulting from the use or disposal of our hazardous materials, we could be held liable for any resulting damage, and any liability could exceed our resources. We also could incur significant costs associated with civil or criminal fines and penalties for failure to comply with such laws and regulations.

We maintain liability insurance (including, where applicable, workers’ compensation) to cover us for costs and expenses we may incur due to injuries to our employees, but this insurance may not provide adequate coverage against potential liabilities. We also tailored several continuities plans for different locations to mitigate serious environmental issues.

In addition, we may incur substantial costs to comply with current or future environmental, health and safety laws and regulations.

Current or future environmental laws and regulations may impair our research, development, or production efforts. In addition, failure to comply with these laws and regulations may result in substantial fines, penalties, or other sanctions.

Competition

The market for biotech/pharmaceutical R&D partnering, and services is competitive, based on modality-by-modality or technology-by-technology comparison. However, we believe we are well-positioned to offer our partners an integrated solution that cannot be replicated by combining selected elements made available by other service providers. We believe our services are differentiated based on the degree of integration, the number of modalities, precision, relevance, agility, and capacity to generate new data and the ability to exploit it with advance computing.

We believe that Evotec is one of very few companies that has assembled such a seamlessly integrated precision medicine platform. 35

Table of Contents We compete in an industry characterized by rapidly advancing technologies, intense competition, and a complex IP landscape. With respect to other players in specific fields in the industry, we consider our competition to be as described below:

●	External drug discovery and development: Several large CROs including Wuxi Apptec and Charles River Laboratories. Large pharma’s incumbent R&D organizations.
●	PanOmics and patient-relevant disease modeling: Recursion and Adaptive Biotechnologies, Sequantrix, Owkin and Isomorphic, and, in the field of data-driven precision medicine in oncology, Schrödinger, Tempus.
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●	Tech enabled business models: Abcellera, Certara, Recursion and Schrödinger.
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●	iPSC-based regenerative therapy of Type I diabetes: Vertex Pharmaceuticals, Century Therapeutics, and Sana Biotechnology, all of whom are developing iPSC-based treatments for Type I diabetes.
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●	iPSC-based treatments of cancer and immune disorders: Fate Therapeutics and Century Therapeutics.
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●	Treatment of Parkinson’s disease and heart failure: BlueRock Therapeutics (acquired by Bayer in August 2019);
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●	iPSC-based assay developments: Fate Therapeutics, Allele Biotechnology, Takeda, and Fujifilm, along with Contract Manufacturing Organizations (“CMOs”) such as Lonza, SCM Lifescience, Reporcell and Charles River Laboratories.
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●	Biologics development and manufacturing: CDMOs such as Lonza, Samsung Biologics, Boehringer Ingelheim, Wuxi Biologics or Avid Bioservices.
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●	Co-developed assets:
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(a)Our agent for the treatment of Chikungunya virus infections faces competition from an Albumedix product with the same application.

(b)Our assets partnered with BMS treating neurodegenerative diseases may face competition from similar assets developed by Denali Therapeutics.

(c)SKY Covione (COVID-19) marketed by SK bioscience in South Korea is competing with several Covid-19 vaccines and therapeutic agents.

C.	Organizational structure .

Evotec SE is a publicly listed European stock corporation operating under German law. Our headquarters are in Hamburg, Germany. We have operating sites in Germany, Italy, France, UK and US. The group has been successful in creating both operational and technological synergies between the sites and geographical regions by way of organic growth and strategic acquisitions. A listing of our significant subsidiaries and their jurisdiction of incorporation is included in Exhibit 8.1 to this 20-F filing.

D.	Property, plants and equipment .

Our headquarters are in Hamburg, Germany, where we occupy office and laboratory space. We manage further laboratories and office facilities in Göttingen and Munich in Germany, Toulouse and Lyon in France, Abingdon and Manchester in the UK, Princeton, Framingham, Branford, Seattle, and Redmond in the United States, Verona, and Medolla in Italy. Manufacturing areas are available in Verona, Abingdon, Seattle, Medolla and Redmond sites. Some key steps to build this facilities setup were:

●	In July 2019, we acquired Just Biotherapeutics Ltd., located in Seattle, United Stated (JEB), including 3,580 square meters of laboratory and office space.
●	In July 2020, we acquired the Biopark by Sanofi SAS in Toulouse from Sanofi, including all land and buildings of the former Sanofi site. We also took over a second site of Sanofi in Lyon.
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●	In the second quarter of 2021 we acquired the Verona site from GlaxoSmithKline SpA (“GSK”), consisting of 41,057 square meters of laboratory, production and office space.
●	The acquisition of a dedicated site for R&D of gene therapy-based projects in Orth/Donau, Austria as part of its plan for profitable growth. The decision to close the site was announced in May 2024.
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●	In 2022, we added Proteomics capacity enlarging our footprint in Munich (new campus) and we expanded our laboratories in Princeton (U.S.), in Abingdon (UK) and in Verona (Italy).
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●	In the second half of 2022, we acquired Rigenerand in Medolla (now called Evotec (Modena) Srl) and an API production site in Halle (now called Evotec Drug Substance (“DS”)). In the first half of 2024 the group decided to discontinue the operation of Halle/Westphalia, Germany. On November 5, 2024, we have announced the sale of our chemical API manufacturing site, Evotec Drug Substance (“DS”) GmbH, located in Halle/Westphalia, to Monacum Partners GmbH - a Munich based Private Equity firm.
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●	In 2022, we completed the preparation activities to transfer our operations from the previous U.S. Watertown site to a new site located in Framingham (2,392 sqm). We moved into the new site at the beginning of 2023.
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●	In April 2024 we further consolidated our footprint through the closure of Marcy l’Étoile site in France
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●	In 2024 we optimized our footprint in Hamburg and in Göttingen through the consolidation of offices spaces and buildings.
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●	In 2024 we opened the new JPOD2 building in Toulouse adding 14.900sqm to our Biotherapeutics footprint.
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●	At the end of 2024 we entered in a new labs building in Alderley Park with the activation of building B22
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●	As part of our consolidation program at the end of February 2025 the Cologne site was closed.
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●	In September 2025 the new MEC4 building in Hamburg was handed over to Evotec.
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●	Already since July 2024, the JPOD2 site has been customized and dedicated entirely to our customer Sandoz. On July 30, 2025, Evotec SE and Sandoz AG signed a non-binding term sheet on a planned sale of Just – Evotec Biologics EU in Toulouse to Sandoz, followed by the signing of the contract in November 2025 and the final closing on December 5, 2025.
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Table of Contents The following table summarizes information with respect to the principal facilities leased and owned^1)^by us at the end of 2025:

​	​	​
​	​ ​ ​	Area
Location	​	SQM total (gross)
France Total:	​	67,338
Lyon	​	2,270
Toulouse^1)^	​	65,068
Germany Total:	****	43,737
Göttingen	​	9,919
Hamburg		31,402
Munich		2,416
Italy Total:	​	43,138
Verona^1)^	​	41,128
Medolla^1)^	​	2,010
UK Total:	​	30,867
Abingdon	​	24,081
Nether Alderley	​	6,786
US Total:	****	24,794
Branford		2,192
Princeton		3,945
Redmond	​	12,887
Seattle	​	3,578
Framingham		2,192
Evotec total	​	210,065

​

We lease an aggregate of approximately 101,000 square meters, in Europe and the United States. Our leases expire on various dates from 2026 to 2043 (indicatively).

To facilitate the continued growth of our company, we regularly invest in upgrading and expanding our technology and infrastructure. For example, we have made major enhancements to our technology platform regarding the areas of translational biology, high-content imaging and proteomics. Additionally, we have made our scientific operations more efficient by adding additional state-of-the-art sample management technology.

We also continue to further upgrade and digitize our administrative tools and systems. We will continue to make CapEx to secure the further growth and scalability of our company.

Environmental Issues

To the best of our knowledge, currently there are no foreign, federal, state or local environmental laws, rules or regulations that will materially affect our results of operations or our position with respect to our competitors. However, we can provide no assurance of the effect that any possible future environmental laws will have on our operating results.

Item 4A.Unresolved Staff Comments

No unresolved comments.

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Item 5.	Operating and Financial Review and Prospects
A.	Operating results .
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You should read the following discussion and analysis of our financial condition and results of operations together with our audited financial statements and related notes included elsewhere in this annual report. The following discussion is based on our financial information prepared in accordance with the IFRS, as issued by the IASB, and endorsed in the EU, which may differ in material respects from generally accepted accounting principles (“GAAP”) in other jurisdictions, including U.S. Generally accepted accounting principles. The following discussion includes forward-looking statements that involve risks, uncertainties, and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements because of many factors, including but not limited to those described in “Risk Factors” and elsewhere in this prospectus. Please also see “Cautionary Note Regarding Forward-Looking Statements.”

For information regarding our consolidated results, segment results and liquidity and capital resources for the year ended December 31, 2025 as compared to the year ended December 31, 2024, refer to “Operating and Financial Review and Prospects” in our annual report for the year ended December 31, 2025, which information is incorporated by reference herein.

Overview

We generate revenue primarily through three core collaboration routes: (1) by providing our drug discovery and development capabilities on a fee-for-service and FTE-rate basis; (2) by receiving milestones and royalties on partnered assets; and (3) by creating value through equity ownership in emerging, highly innovative biotechnology companies and translational academic institutional projects. Contracts with our partners can include elements of one or more of our three core collaboration routes.

Until December 31, 2023, we reported the results of our operations in two operating segments: EVT Execute and EVT Innovate. EVT Execute included mainly fee-for-service and FTE-rate arrangements where our customers own the IP, whereas EVT Innovate comprised of internal R&D activities as well as services and partnerships that originated from the R&D activities where we typically owned or co-owned IP with our strategic partners or participated on the jointly developed IP.

As of January 1, 2024, a new segment reporting was introduced and moved from the segments EVT Execute and EVT Innovate towards Shared R&D and Just – Evotec Biologics to better steer our business and to reflect the underlying trends, evolutions and activities of the various business areas we are involved in. We believe that the two new reportable segments Shared R&D and Just – Evotec Biologics represent fairly and provide a better information to external stakeholders on how resources are allocated and how we manage our overall performance. The evaluation of each reportable segment by the management is performed based on revenues and adjusted earnings before interest, taxes, depreciation, and amortization (“EBITDA”). In 2025, the Management Board made the decision to rename the segment previously known as “Shared R&D” to Discovery & Preclinical Development (“D&PD”) to better reflect Evotec’s strategic focus.

For the year ended December 31, 2025, we reported €788.4 million in revenue, representing a variance of (1.1)% from the year ended December 31, 2024, and €103.5 million in net losses, representing a decrease in net loss of €92.6 million compared to the year ended December 31, 2024. We also reported Adjusted EBITDA of €41.1 million for the year ended December 31, 2025, representing a increase of €18.6 million compared to the year ended December 31, 2024. Adjusted EBITDA is a measure that is not defined under IFRS. For further information about how we calculate Adjusted EBITDA, the limitations of its use and its reconciliations to comparable IFRS measures, see “–Key Performance Metrics and Non-IFRS Measures.”

Key Factors Affecting Our Results

Factors affecting our results of operations and financial condition include the factors described below.

Market Demand for External Innovation

Our financial results are impacted by our partners and customers’ needs for external innovation through collaborating or outsourcing their R&D initiatives and/or highly innovative manufacturing activities and our ability to meet those needs. We will sustain growth only if our existing partners and customers continue to rely on our expertise and capacity and if additional companies select us as their partner of choice for drug discovery and development. 39

Table of Contents For the past few decades, the global pharmaceutical industry has been struggling with declining R&D efficiency in introducing new products to the market. As a result, pharmaceutical companies of all sizes have been and continue to be under pressure to re-evaluate and adjust their business strategies, in particular by accessing innovative technologies, such as AI and ML, and pursuing innovative treatment modalities, such as personalized medicine, cell therapy and gene therapy. New companies have been formed to specifically develop these technologies and modalities. Moreover, there is an increased focus on early prediction parameters to determine the success or failure of new drugs. To access innovation in a capital-efficient manner, industry players increasingly rely on external sources, such as our innovation hub, for innovative R&D and manufacturing expertise and capacity.

We believe that market demand for external innovation will continue to drive demand for our assets and services, facilitate additional collaboration opportunities and potentially improve the volume and terms of partnerships that we are able to secure. We believe this trend will increase the likelihood of strategic, integrated, long-term collaborations and drive our continued growth.

Efficiency and Scientific Excellence of our own R&D Activities

Our performance is dependent not only on the market’s need for external innovation, but also on our own ability to provide innovative solutions. For this reason, investing in technologies and platforms is a core part of our strategy. In 2025, we spent €37.5 million (2024: €50.9 million) in R&D, and we intend to continue to dedicate a significant number of financial resources to ensuring that our offerings continue to meet the industry’s needs. However, the investments will represent a balance between strong investments in Evotec’s capabilities to improve efficiency and precision medicine platforms, and financial stewardship in a challenging macroeconomic environment.

For example, we are allocating a significant number of resources to improving our PanOmics and PanHunter platform, our capabilities for AI-driven development of biologics and our iPSC platform. Investments in maintaining and expanding our technological leadership increases our short-term expenses while opening possibilities for future revenue growth and sustainability.

Scientific Results and Third-Party Decisions

An important pillar of our growth strategy is the generation of milestones and royalties. Our pipeline currently includes more than 80 partnered assets. We define our pipeline to include candidates that we wholly own and those for which we have the right to receive royalty or milestone payments. Pipeline assets with respect to which we have the right to receive royalty or milestone payments include those that we will have initially developed and subsequently licensed or assigned to partners for continued preclinical and clinical development as well as those that have been initially developed by our partners and that have become the subject of a joint research project. We do not count in our pipeline candidates being developed by partners in whom we have solely an equity stake and no right to milestone or royalty payments with respect to their candidates in development.

Our financial results depend, currently to a limited extent, on the success of our partners’ clinical development of the co-owned pipeline assets, receipt of regulatory approval and commercialization. A partner may choose to end the development of a specific program for scientific or commercial reasons, and we typically have no ability to influence such decisions, which may be driven by factors such as pipeline prioritization and the ability to obtain additional required capital. Our future financial results therefore depend, in part, on the judgment and financial health of our partners. We mitigate this risk through diversification in our portfolio.

Revenue Mix and Gross Margin

We generate revenue either from fee-for-service and/or FTE-rates-based contracts, from technology licenses, by receiving milestones and royalties on assets or partnerships, or any combination thereof. Revenues can be further differentiated based on our technologies and platforms. Changes in the allocation of revenues between contract types and technologies mainly affect our cost of sales, gross profit, and gross margin.

Acquisitions and Disposals

Strategic acquisitions are part of our strategy for growth and strengthening our competitive position. We continually evaluate the market for attractive opportunities that are accretive to our business. We typically acquire companies that expand our value chain through access to new technologies and/or additional capacity, extend our offering and value chain, provide access to new customers, or allow for the extension of our geographical reach. 40

Table of Contents Via a share purchase agreement (SPA) signed on November 4, 2025 and with closing effective as of December 5, 2025, we disposed of 100% of the shares in our subsidiary Just - Evotec Biologics EU SAS, Toulouse, France to Sandoz AG, Basel, Switzerland. This transaction was a pivotal step and a transformative milestone in Evotec’s transition to a scalable technology provider for next-generation integrated biologics development and advanced continuous manufacturing.

In addition, we have acquired minority stakes in early-stage development companies through our EVOequity program, which is described in further detail under Item 4 of this annual report. These companies can either be entities with no prior relationship, or spin-offs from our other programs, such as our BRIDGEs program. The related transactions may result in significant influence over the acquired entity in line with the IFRS definition presented in International Accounting Standards (“IAS”) 28 (generally 20% or more of voting rights) and therefore require us to account for these investments using the equity method. In this case, in addition to the balance sheet impact, our share of the investee’s profit or loss will affect our results of non-operating result under “share of the result of associates accounted for using the equity method,” but will have no effect on our Adjusted EBITDA.

Foreign Currency Exchange Rates

Due to our international business operations, we are subject to both foreign exchange transaction and translation risks. Our reporting currency is Euro; however, we also incur revenues and expenses in U.S. dollar and pound sterling. Other currencies are of less relevance.

Transactional risk arises when we and our subsidiaries execute transactions in a currency other than our respective functional currency. Our principal exposure to foreign exchange effects relates to the U.S. dollar and pound sterling. In 2025, 65% and 7% of our revenue and 33% and 18% of our cost of revenue was in U.S. dollars and pound sterling, respectively. In 2024, 62% and 10% of our revenue and 31% and 18% of our cost of revenue was in U.S. dollars and pound sterling, respectively

Where we are unable to reconcile sales generated in a foreign currency with expenses incurred in the same currency, our operating results will be adversely affected by exchange rate fluctuations. We also use derivatives such as currency futures and swaps to minimize exchange risk.

R&D Tax Credits

We receive R&D tax credits for qualifying research related expenses mainly in France for the Toulouse and Lyon sites, UK and Italy. The credits are recognized under other operating income. These credits amounted to €41.6 million in 2025 as compared to €46.9 million in 2024.

Description of components of Results of Operations

Revenues

We generate revenue either from fee-for-service and/or FTE-rates-based contracts, by receiving milestones and license fees, or any combination thereof. Revenues can be further differentiated based on our technologies and platforms. Changes in the allocation of revenues between contract types and technologies mainly affect our cost of sales, gross profit, and gross margin.

Costs of Revenue

Costs of revenue include the cost of personnel directly associated with revenue-generating projects, facilities and overhead used to directly support those projects, and outsourced services used as well as materials consumed in the provision of the products or services as well as amortization and depreciation.

R&D Expenses

Our R&D expenses comprise expenses incurred in connection with our in-house discovery platforms and developing new pipeline assets as well as overhead expenses for both our R&D projects. Partnered R&D expenses ended in 2023 with the completion of the previous Sanofi agreement, thus R&D Expense is synonymous with ‘Unpartnered R&D Expense’ since 2024. 41

Table of Contents We expense our pharmaceutical research activities as incurred. Due to the high uncertainty associated with early-stage development activities in the pharmaceutical sector, the precondition for the capitalization of development expenses related to work on pharmaceutical products as outlined in IAS 38 is generally not satisfied. Therefore, we have not capitalized internally generated pharmaceutical development costs to date. However, a significant portion of our R&D expenditure is focused on our platforms and technology, in which the preconditions of IAS 38 can be satisfied. Evotec capitalized € 4.7 million of R&D expenses in 2025 related to development activities of our platforms and underlying technology in comparison to € 3.4 m in 2024.

R&D projects that are acquired in a business combination are capitalized at fair value when those R&D projects are expected to generate probable future economic benefits to our business. R&D costs acquired in a business combination are not amortized until they are sustainably generating benefits.

We expect to invest a significant amount into R&D expenses in the coming years, however, the investments will represent a balance between strong investments in Evotec’s capabilities to improve efficiency and precision medicine platforms, and financial stewardship in a challenging macroeconomic environment.

Selling, General and Administrative Expenses

Our selling expenses mainly consist of personnel costs (including share-based compensation), social security, travel costs and consultancy expenses of our business development team. General and administrative expenses primarily consist of personnel-related costs (including share-based compensation) for procurement and logistics, finance, legal, human resources, information technology, investor relations, risk management and other administrative functions, professional fees, accounting and legal services, insurance and facility costs related to space used by the support functions. These costs relate to the day-to-day administrative operation of the business and are unrelated to the R&D of any individual asset.

Impairment of Intangible Assets and Goodwill

Impairment of intangible assets and impairment of goodwill consists of the losses resulting from the differences between the carrying amount of related assets and their recoverable amount, which is the higher of the asset’s fair value less cost to sell or value in use. An impairment of goodwill may occur in case the expected performance of the underlying cash-generating unit falls below the expectation at the time of the acquisition of the relevant business. Impairments of intangible assets typically occur when scientific programs do not meet expectations in terms of scientific results or timelines for partnering, thereby impacting expectations for future cash flows.

Other Operating Income

Other operating income mainly consists of tax credits received from tax incentive programs in the context of qualifying R&D expenses in different jurisdictions and refunds from third parties for cost charges.

Tax credits can regularly be offset partially or fully from tax payments to fiscal authorities. We account for income from such R&D tax credit programs as other operating income instead of offsetting them from income tax expenses.

Furthermore, in 2025, other operating income equally included income from the sale of one of our associated investments, Dark Blue, finalized on December 30, 2025, as well as an insurance reimbursement for cyber-attack related expenses.

In addition, in prior periods we recharged current costs incurred at the ID Lyon sites to Sanofi in connection to our agreements signed in 2018, which ended in 2023. Sanofi agreed to license to us most of its infectious disease research and early-stage development portfolio and transfer its operational infectious disease research unit to us, in addition to providing significant mid-term funding to ensure support and progression of the portfolio for which it retained certain option rights on the development, manufacturing, and commercialization of anti-infective products. We recognized these amounts in other operating income when they were a direct reimbursement of costs. There is no underlying direct exchange of these services for this income and therefore a recognition as revenue is not suitable. The related expenses were recognized under R&D expenses until the agreement ended. 42

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Other Operating Expenses

In 2025, main components consisted of expenses related to the disposal of Just-EU Biologics SAS in December as well as one-off arbitration costs, including a lease contract of a building.

In previous years, the largest contributor to other operating expenses were the internal and external costs associated with recovery from the cyber-attack which occurred in the second quarter of 2023. In addition, other operating expenses mainly included expenses that we recharge to our partners for specific projects, for example related to expenses for the ID Lyon agreement, which ended in 2023. These expenses include facility costs, consultancy expenses, personnel costs, and incidental wage costs; outsourced services, materials consumed and depreciation. The related income was recognized under other operating income.

The external cyber-attack costs, the one-off arbitration costs as well as the Sandoz transaction are considered to be items that in magnitude, nature or occurrence would distort the presentation of the financial performance of the Group, as these are not deemed to be recurring costs. These costs are not expected to recur after 2025.

Reorganization Costs

Reorganization costs consists of all direct and incremental costs arising from a formal restructuring program, in accordance with IAS 37. Types of costs included are employee termination benefits, contract termination costs, consulting and legal fees directly associated with the program, as well as onerous contract obligations that arise from the program.

Interest Income and Expenses

Interest income consists of interest accrued or paid on cash deposits and short-term investments as well as other financial instruments.

Interest expenses consist primarily of interest from our Euro denominated short-term and long-terms loans and promissory notes. A portion of our interest expenses is related to financing cost of our revolving credit facility, which was available until mid of the year. Interest expenses also arise from our lease obligations according to IFRS 16 and for the unwind of discounts of our earn-out liabilities.

Measurement result from Investments

Our measurement result from investments includes fair value adjustments for investments measured in accordance with IFRS 9.

Share of the Result of Associates Accounted for Using the Equity Method

Share of the result of associates accounted for using the equity method consists of our participation in the profits or losses generated as well as fair value differences, where applicable.

Foreign Currency Exchange Gain (Loss), Net

Our business and reported profitability are affected by fluctuations in foreign exchange rates mainly between the U.S. dollar, pound sterling and the Euro. A strengthening/weakening of these currencies as compared to each other and against other currencies, leads to foreign currency exchange gains or losses in our consolidated income statement.

Tax Income (Expense)

Tax income (expense) represents the tax charge or credit on our profit or loss for the year and includes both current and deferred taxation. Tax income (expense) is recognized in the income statement unless it relates to items recognized directly in equity when it is recognized through the statement of comprehensive income. Deferred tax income (expense) consists of the tax impact of tax loss carryforwards and temporary differences. In the future, we expect to continue to benefit from certain tax loss carryforwards as we have incurred negative income in certain group entities in the past, which is discussed in more detail under “Result of Operations—Income and deferred taxes” below. 43

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Result of Operations

The following table summarizes our consolidated statements of operations for each period presented:

​	​	​	​	​	​	​	​	​	​
​	​	Years Ended December 31,
​	​	2025		​	2024		​	2023
(In € thousands)	​ ​ ​	​	​	​ ​ ​	​	​	​ ​ ​	​	​
Revenues	​	​	788,373	​	​	796,967	​	​	781,426
Costs of revenue	​		(674,152)	​		(682,086)	​		(606,375)
Gross profit	​	****	114,221	​	****	114,881	​	****	175,051
R&D expenses	​		(37,509)	​		(50,857)	​		(68,529)
Selling, general and administrative expenses	​		(175,970)	​		(188,201)	​		(169,610)
Other operating income	​		65,599	​		52,700	​		64,793
Other operating expenses	​		(21,924)	​		(16,116)	​		(44,202)
Impairments	​		—	​		—	​		(5,011)
Reorganization costs	​	​	(633)	​	​	(54,930)	​	​	—
Operating income (loss)	​	****	(56,217)	​	****	(142,522)	​	****	(47,507)
Gain (loss) on investment in equity instruments reevaluation	​		(677)	​		(38,513)	​		(9,143)
Share of profit (loss) of associates and Joint ventures	​		(1,085)	​		(4,312)	​		(20,752)
Financial income	​		4,424	​		2,435	​		9,263
Financial expense	​		(14,442)	​		(11,699)	​		(11,739)
Other non-operating income (expense)	​		(18,769)	​		636	​		(714)
Net Income (loss) before taxes	​	​	(86,766)	​	​	(193,977)	​	​	(80,593)
Income taxes	​		(16,751)	​		(2,102)	​		(3,320)
Net income (loss)	​	****	(103,517)	​	****	(196,078)	​	****	(83,913)

​

Revenues

Group revenues decreased by €8.6 million, or 1.1%, to €788.4 million in 2025 from €797.0 million in 2024. Revenues from milestones increased to €9.6 million in 2025 from €2.9 million in 2024. The decrease against the prior-year period was driven by lower revenue in the D&PD segment and unfavorable FX rates, mostly offset by the performance of the Just — Evotec Biologics segment, including the landmark transaction with Sandoz in Q4. While the overall CRO market in general showed some signs of recovering in 2025, the market for early-stage drug discovery companies, notably driven by continued low biotech funding, remained challenging. At constant FX rates, Group revenues grew by 1.7% to € 810.4 m.

Revenues from fee-for-service and FTE-rate-based research services decreased by €124.5 million or 17%, to €612.9 million in 2025 from €737.4 million in 2024.

Total revenues in the D&PD segment decreased by €82.5 million, or 13%, to €528.9 million in 2025 from €611.4 million in 2024.  Revenues within JEB increased by €73.9 million, or 40%, to €259.4 million in 2025 (2024: €185.6 million). This growth was driven by further progression of the Sandoz partnership, including the licensing agreement in Q4, as well as strong growth in non-Sandoz and non-Department of War business. Notably, JEB saw a shift in revenue mix, with €115.0 million of total license revenues in 2025 (2024: €0 million)

Costs of Revenue

Costs of revenue decreased by €7.9 million, or -1.2%, to €674.2 million in 2025 from €682.1 million in 2024, which led to a group gross margin of 14.5% in 2025, compared with 14.4% in 2024.

Within D&PD, costs of revenues decreased by €26.9 million year over year. While a portion of the cost reduction is driven by reduced revenue, further structural savings were realized via lower personnel expense and external spend. Gross margin decreased to 8.9% in 2025 from 16.7% in 2024. 44

Table of Contents The decrease in D&PD was partially offset by increase in cost of revenue in JEB, which increased by €19.1 million year over year to €192.2 million in 2025 compared to €173.1 million in 2024. This was primarily driven by the increased headcount and ramp-up of our J.POD facility in Toulouse, and headwinds from build up of the US operations in line with the previous CDMO business model. Throughout the year, incremental steps were taken to adjust the cost base for the new strategic asset-lighter business model, culminating in the sale of the Toulouse site and the subsequent removal of all associated costs. As a result, full year gross margin increased to 26.0% in 2025 from 7.3% in 2024.

R&D Expenses

In 2025, Evotec focused its research and development activities on platforms covering strategic opportunities, therapeutic area investments and segment innovation to strengthen underlying platforms. The strategic opportunities are in particular investments in platforms such as E.MPD, PanOmics, PanHunter, iPSC drug development, iPSC cell therapy and targeted protein degradation. These efforts support Evotec’s development of a long-term pipeline of assets and/or unique proprietary platforms.

R&D expenses decreased by €13.3 million, or 26.2%, to €37.5 million in 2025 from €50.9 million in 2024, The decrease in R&D expenses represents a balance between strong investments in Evotec’s capabilities to improve efficiency and precision medicine platforms, and financial stewardship in a challenging macroeconomic environment. Partnered R&D expenses ended in 2023 with the completion of the previous Sanofi agreement, thus R&D Expense is synonymous with ‘Unpartnered R&D Expense’ starting 2024.

Selling, General and Administrative Expenses

The Group’s selling, general and administrative expenses (SG&A) decreased by €12.2 million, or -6.5%, to €176.0 million in 2025 from €188.2 million in 2024, mainly driven by lower consultancy, insurance and audit cost.

Personnel-related expenses increased by €1.1 million, to €106.4 million in 2025 compared to €105.3 million in 2024. This development was primarily driven by higher headcount levels, particularly within the IT and Logistics functions. In contrast, recruitment expenses declined year-on-year from €2.0 million in 2024 to €1.0 million in 2025 - largely linked to the 2024 opening of JUST EU. Travel and training expenses also decreased by €0.6 million, from €2.9 million in 2024 to €2.3 million in 2025, supported by strengthened cost‑management measures.

Consultancy, including outsourced service costs, decreased by €6.2 million to €20.6 million in 2025 vs. €26.8 million 2024, mainly driven by the IT organization. However, this reduction is partially mitigated by the increase in IT license costs, which rose by €1.7 million from €15.0 million in 2024 to €16.7 million in 2025. Insurance costs declined from €8.1 million in the previous year to €6.4 million in 2025. Audit and Tax expenses decreased by €1.6 million to €7.3 million in 2025 from €8.9 million in 2024.

Impairment of Intangible Assets and Goodwill

In 2025 as well as 2024, there were no impairment of intangible assets recognized. Furthermore, there were no impairment losses from goodwill in either 2025 or 2024.

Other Operating Income

Other operating income amounted to €65.6 million in 2025 compared to income of €52.7 million for 2024. R&D tax credits were mainly recognized in France for the Toulouse and Lyon sites, the UK and Italy, resulting in overall R&D tax credit-related other operating income of €41.6 million (2024: €46.9 million).

Furthermore, as of December 30, 2025, the sale of one of our associated investments, Dark Blue, has been finalized, producing other operating income totaling €12.1 million. In 2025, Evotec received an insurance reimbursement for cyber-attack related expenses of €7.5 million.

Other Operating Expenses

Other operating expense amounted to €21.9 million in 2025, which represents an increase from €16.1 million in 2024. 45

Table of Contents This increase was predominantly driven by €10.2 million expenses related to the Sandoz transaction as well as €5.0 million in one-off arbitration costs, including for a lease contract of a building.

At the same time, Evotec incurred lower cyber-attack related costs, with expenses decreasing from €8.6 million in 2024 to €1.7 million in 2025. The external cyber-attack costs, the one-off arbitration costs as well as the Sandoz (SPA) transaction are considered to be items that in magnitude, nature or occurrence would distort the presentation of the financial performance of the Group, as these are not deemed to be recurring costs. These costs are not expected to recur after 2025.

Reorganization Costs

In 2024, Evotec faced significant organizational changes and a challenging market environment. During the year the management announced a priority reset, a restructuring program with significant impacts ranging from headcounts reduction to the optimization of the Group’s overall real estate footprint (either leased or owned) and to the sale and discontinuation of certain business lines.

The direct expenditures arising from the program (necessarily entailed by the restructuring and not associated with the ongoing activities) totalled €54.9 million and included, employee costs, footprint optimization initiatives, cost to sell Evotec DS GmbH, and other direct costs.

In 2025, this program was completed, resulting in the release of the remaining accrual that was partly offset by consultancy expenses amounting to €(0.6) million in total.

Interest Income

Interest income increased by €2.0 million, or 81.7%, to €4.4 million in 2025 from €2.4 million in 2024 primarily driven by targeted initiatives to optimize interest returns on the company’s liquidity position, which more than offset the impact of short‑term interest rate reductions by central banks.

Interest Expense

Interest expense amounted to €14.4 million in 2025 versus €11.7 million in 2024.

Measurement result from Investments

Measurement result from investments increased by €37.8 million, to € (0.7) million in 2025 from € (38.5) million in 2024. The 2025 result was affected by revaluation of our holdings in Aeovian Pharmaceuticals of € 3,500k and Tubulis GmbH of € 1,597k, offset by a valuation decrease in € (1,140)k Curie Bio Seed Fund I LP. Prior year result was affected by a revaluation of our Recursion Pharmaceuticals, Inc (formerly Exscientia Ltd.) shares of €(12.0) million prior to disposal, and further fair value adjustments to our holdings in Blacksmith Medicines Inc. €(9.9) million, and Immunitas Therapeutics Inc. €(5.5) million.

Share of the Result of Associates Accounted for using the Equity Method and Impairment of Financial Assets

Share of the loss and impairment in connection with associates accounted for using the equity method decreased by €3.2 million, or 75%, to € (1.1) million in 2025 from € (4.3) million in 2024.

Other non-operating income (expense)

Other non-operating income (expense) relates substantially to foreign exchange gains and losses. Foreign exchange losses amounted to €17.6 million (2024: € 4.4 million), mostly due to the strengthening of EUR vs USD from 1.0389 as per December 31, 2024 to 1.175 as per December 31, 2025 which resulted in a revaluation in particular of the USD denominated cash and receivables after conversion in EUR. 46

Table of Contents

Current tax expense and Deferred Taxes

Total tax income (expense) amounted to € (16.8) million for 2025, versus € (2.1) million in 2024. Thereof, Evotec recorded current income taxes of € (2.1) million (2024: € (7.4) million). The decrease in current income tax expense compared to the prior year is primarily attributable to lower CIT provisions recognized in 2025, especially in Evotec UK, as well as a reduced impact from adjustments related to uncertain tax positions, which had a more significant effect on the 2024 current tax expense (2025: € 0.0 million, 2024:.€ (3.2) million).

Deferred tax income (expense) amounted to € (14.7) million for 2025 versus € 5.3 million in 2024, mainly driven by the deconsolidation of JUST EU, the impairment of deferred tax assets on tax loss carry forwards in UK and France, the consumption of tax loss carry forwards in UK and the change in various other temporary differences.

Operating Results by Segments

The following tables detail our segment Revenues and Operating income for the years ended December 31, 2025, 2024 and 2023 for each segment:

​	​	​	​	​	​	​	​	​
​	​	Year ended December 31, 2025
​	​	Discovery &	​	​	​	​	​	​
​	​ ​ ​	Preclinical	​ ​ ​	Just-Evotec	​ ​ ​	Intersegment	​ ​ ​	​
(In € thousands)	​	Development	​	Biologics	​	elimination	​	Evotec Group
Revenues		528,930	​	259,443	​	0	​	788,373
Operating income (loss)		(74,482)	​	18,265	​	—	​	(56,217)

​

​	​	​	​	​	​	​	​	​
​	​	Year ended December 31, 2024
​	​	Discovery &	​	​	​	​	​	​
​	​ ​ ​	Preclinical	​ ​ ​	Just-Evotec	​ ​ ​	Intersegment	​ ​ ​	​
(In € thousands)	​	Development	​	Biologics	​	elimination	​	Evotec Group
Revenues		611,394	​	185,573	​	—	​	796,967
Operating income (loss)		(126,170)	​	(16,353)	​	—	​	(142,522)

​

​	​	​	​	​	​	​	​	​
​	​	Year ended December 31, 2023
​	​	Discovery &	​	​	​	​	​	​
​	​	Preclinical	​ ​ ​	Just-Evotec	​ ​ ​	Intersegment	​ ​ ​	​
(In € thousands)	​ ​ ​	Development	​	Biologics	​	elimination	​	Evotec Group
Revenues		672,977	​	108,449	​	—	​	781,426
Operating income (loss)		(8,122)	​	(39,385)	​	—	​	(47,507)

​

For a segment revenue analysis see “—Revenues.”

Segment operating loss within D&PD decreased by €51.7 million, to €(74.5) million for the year ended December 31, 2025, from €(126.2) million for the year ended December 31, 2024 primarily driven by the nonrecurrence of the reorganization expense in 2025. Gross profit amounted to €46.8 million in 2025 (2024 €102.2 million). Selling, and general administrative expenses amounted to €133.2 million and decreased by €25.7 million. R&D expenses decreased to €37.5 million in 2025 from €51.1 million in 2024. In addition, other operating income increased by €11.6 million due the sale of one of our At-Equities Investments, Dark Blue and receipt of cyber insurance reimbursement, and other operating expenses decreased by €2.6 million.

Segment operating income within JEB amounted to €18.3 million for the year ended December 31, 2025. This equals an increase of €34.6 million versus prior year and was primarily driven by higher revenue of €73.9 million. Gross profit amounted to €67.4 million, an increase of €53.9 million versus 2024. Selling, general and administrative expenses increased by €13.4 million driven by higher headcount and corporate cost allocations. Other operating income and expenses (net) decreased by €7.1 million driven by costs related to the Sandoz transaction. 47

Table of Contents The following table provides the reconciliation of segment Operating income (loss) to Segment Adjusted EBITDA for the periods presented below:

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Year ended December 31, 2025			​ ​ ​	Year ended December 31, 2024			​ ​ ​	Year ended December 31, 2023
​	​	Discovery &	​	​	​	Discovery &	​	​	​	Discovery &	​	​
​	​	Preclinical	​	Just-Evotec	​	Preclinical	​	Just-Evotec	​	Preclinical	​	Just-Evotec
(In € thousands)	​ ​ ​	Development	​ ​ ​	Biologics	​ ​ ​	Development	​ ​ ​	Biologics	​ ​ ​	Development	​ ​ ​	Biologics
Operating income (loss)	****	(74,482)	**** ​	18,265	****	(126,170)	**** ​	(16,353)	****	(8,122)	****	(39,385)
Depreciation of tangible assets		65,291	​	24,707		70,753	​	24,404		64,349		21,685
Amortization of intangible assets		9,478	​	—		6,484	​	—		6,946		—
EBITDA		287	​	42,972		(48,933)	​	8,051		63,173		(17,700)
Impairment of intangible assets		—	​	—		—	​	—		(108)		5,119
Impairment of goodwill		—	​	—		—	​	—		—		—
Change in contingent consideration (earn-out)		—	​	—		(158)	​	—		—		—
Reorganization costs	​	633	​	—	​	54,179	​	751	​	—	​	—
External cyber-related costs, net of reimbursements	​	(5,820)	​	—	​	7,608	​	1,067	​	15,379	​	489
One-off arbitration costs	​	4,985	​	—	​	—	​	—	​	—	​	—
(Income) / Expenses related to the disposal of Just - Evotec Biologics EU SAS	​	—	​	10,211	​	—	​	—	​	—	​	—
(Income) / Expenses related to the disposal of associate companies	​	(12,125)	​	—	​	—	​	—	​	—	​	—
Segment Adjusted EBITDA ^(1)^	****	(12,039)	**** ​	53,183	****	12,696	**** ​	9,869	****	78,444	****	(12,092)

​

The following tables detail our Segment Adjusted EBITDA for the years ended December 31, 2025, 2024, and 2023 for each segment:

​	​	​	​	​	​	​
​	​	Year ended December 31, 2025
​	​	Discovery &	​	​	​	​
​	​	Preclinical	​	​	​	​
(In € thousands)	​ ​ ​	Development	​ ​ ​	Just-Evotec Biologics	​ ​ ​	Evotec Group
Segment Adjusted EBITDA ^(1)^		(12,039)	​	53,183	​	41,145

​

​	​	​	​	​	​	​
​	​ ​ ​	Year ended December 31, 2024
​	​	Discovery &	​	​	​	​
​	​	Preclinical	​	​	​	​
(In € thousands)	​ ​ ​	Development	​ ​ ​	Just-Evotec Biologics	​ ​ ​	Evotec Group
Segment Adjusted EBITDA^(1)^		12,695	​	9,868	​	22,564

​

​	​	​	​	​	​	​
​	​	Year ended December 31, 2023
​	​	Discovery &	​	​	​	​
​	​	Preclinical	​	​	​	​
(In € thousands)	​ ​ ​	Development	​ ​ ​	Just-Evotec Biologics	​ ​ ​	Evotec Group
Segment Adjusted EBITDA ^(1)^		78,444	​	(12,092)	​	66,353
(1)	Segment Adjusted EBITDA is a non-GAAP measure and is defined as segment operating income adjusted for depreciation and amortization of intangibles, impairments on goodwill and other intangible and tangible assets and change in contingent consideration (earn-out), as well as other items that in magnitude, nature or occurrence would distort the presentation of the financial performance of Evotec. For a reconciliation of Adjusted EBITDA to net income (loss) on a group level see “—Key Performance Metrics and Non-IFRS Measures—Adjusted EBITDA. Segment Adjusted EBITDA is reconciled to segment operating income because certain items, including taxes and interest, are only accounted for on a group-wide basis and cannot be tracked on a segment basis. Segment operating income/(loss) is the most directly comparable financial measure calculated and presented in accordance with IFRS-IASB.
---	---

Segment Adjusted EBITDA in the D&PD segment decreased by €24.7 million, or 195%, to €(12.0) million in 2025 from €12.7 million in 2024, primarily driven by lower revenues on a rather stable cost base. 48

Table of Contents Segment Adjusted EBITDA in JEB increased by €43.3 million, or 439% to €53.2 million in 2025 compared to €9.9 million in 2024 driven by increased revenues, change in revenue mix towards more licensing deals, and a comparably lower increase of costs.

Key Performance Metrics and Non-IFRS Measures

We review several key performance metrics and non-IFRS measures to assess the progress of our business, make decisions about where to allocate time and investments and assess the near-term and longer-term performance of our business. The measures set forth below should be considered in addition to, not as a substitute for or in isolation from, our financial results prepared in accordance with IFRS. The following table sets forth these metrics as of and for the periods presented:

​	​	​	​	​	​	​	​	​	​
​	​ ​ ​	Years Ended December 31,
​	​	2025	​	2024		​	2023		****
​	​	(In thousands, except number of customers, number of customers > 1 million revenue, repeat business)
Revenues	​	​	​	​	796,967	​	​	781,426	​
Unpartnered R&D expenses	​	​	​	​	(50,857)	​	​	(64,818)	​
Net income (loss)	​	​	​	​	(196,078)	​	​	(83,913)	​
Adjusted EBITDA	​	​	​	​	22,564	​	​	66,352	​
Number of customers	​	​	​	​	849	​	​	838	​
Number of customers > €1 million revenue	​		​		109	​		102	​
Annual repeat business	​		%		94	%		93	%

All values are in Euros.

​

Revenues

Revenue is generated through each of Evotec’s collaboration arrangements dependable on the nature of contract with Evotec’s customers, the (co-)ownership of the IP and the stage of the project. Revenues are recognized from partners owning the IP and includes mainly fee-for-service and FTE-rate based arrangements. In addition to FTE-based revenues other revenues are generated from milestones, royalties, licenses and material recharges. Our revenues were €788.4 million and €797.0 million in 2025 and 2024, respectively. Thereof, €11.3 million and €14.4 million in 2025 and 2024 are related to private grants.

Unpartnered R&D Expenses

Evotec’s unpartnered R&D expenses comprise expenses incurred in connection with its in-house discovery platforms and developing new pipeline assets as well as overhead expenses. From 2024 onwards, all R&D expenses are considered “unpartnered”.

Our R&D expenses were €37.5 million and €50.9 million in 2025 and 2024, respectively.

Net Income (Loss)

Our net result increased by €92.6 million, or 47.2%, to €(103.5) million in 2025 from €(196.1) million in 2024. The improvement was primarily driven by the one-off reorganization costs of € (54.9) m in 2024 that did not re-occur in 2025 as well as by structural cost savings offset by lower revenues in the D&PD segment, and lower impairments on our EvoEquity portfolio versus 2024 (2025: € 0.7 m; 2024: € 38.5 m).

Adjusted EBITDA

Adjusted Group EBITDA is defined as net income (loss) adjusted for interest, taxes, depreciation and amortization of intangibles, impairments on goodwill and other intangible and tangible assets, total non-operating results, change in contingent consideration (earn-out) and items that in magnitude, nature or occurrence would distort the presentation of the financial performance of the Group.

Adjusted EBITDA is a non-IFRS measure presented as a supplemental measure of our performance. Adjusted EBITDA should not be considered as an alternative to net income as a measure of financial performance. Adjusted EBITDA is presented because it is a key metric used by our Management Board to assess our financial performance. Management believes Adjusted EBITDA is an appropriate measure of operating performance because it eliminates the impact of expenses that do not relate directly to the performance of the underlying business. Our definition of this non-IFRS financial measure may not be comparable to similarly titled measures of other companies, thereby, reducing the usefulness of our Adjusted EBITDA as a tool for comparison. 49

Table of Contents Adjusted EBITDA increased by €18.6 million, or 82%, to €41.1 million in 2025 from €22.6 million in 2024.

The following table provides the reconciliation of net income (loss) to Adjusted EBITDA for the periods presented below:

​	​	​	​	​	​	​
​	​ ​ ​	Years Ended December 31,
(In € thousands)	​	2025	​	2024	​	2023
Net income (loss)		(103,517)	​	(196,078)	​	(83,913)
Interest expense (net)		10,018	​	9,264	​	2,476
Tax expense		16,751	​	2,102	​	3,320
Depreciation of tangible assets		89,998	​	95,157	​	86,034
Amortization of intangible assets		9,478	​	6,484	​	6,946
EBITDA		22,729	​	(83,072)	​	14,863
Impairment of intangible assets		0	​	0	​	5,011
Loss on investment in financial instruments revaluation	​	677	​	38,513	​	9,143
Share of loss and revaluation of at-equity investments		1,085	​	4,312	​	20,752
Foreign currency exchange loss (gain), net		17,564	​	(4,369)	​	2,523
Other non-operating loss (income), net		1,205	​	3,733	​	(1,809)
External cyber-related costs, net of reimbursements	​	(5,820)	​	8,674	​	15,869
Reorganization costs	​	633	​	54,930	​	0
Change in contingent consideration (earn-out)		0	​	(158)	​	0
One-off arbitration costs	​	4,985	​	0	​	0
(Income) / Expenses related to the disposal of Just - Evotec Biologics EU SAS	​	10,211	​	0	​	0
(Income) / Expenses related to the disposal of associate companies	​	(12,125)	​	0	​	0
Adjusted EBITDA	****	41,145	**** ​	22,564	**** ​	66,352

​

Number of Customers

Evotec worked with 735 customers in 2025 (2024: 849; 2023: 838) This number confirms the broad range of our drug discovery services and is in line with our strategy to focus on higher value segments and integrated deals. During 2025, 225 new customers were added compared to 292 in 2024 (2023: 298)

An entity with multiple subsidiaries, segments, or divisions is defined and counted as one single customer, even if Evotec has separate agreements with multiple subsidiaries, segments, or divisions that are part of the same entity.

Number of Customers Who Contributed More Than €1 million to Our Revenue

The number of customers who contributed more than €1 million to our revenue was 74 and 109 in 2025 and 2024, respectively (2023:102).

Evotec’s largest three customers by revenue collectively accounted for 43% of revenues from contracts with customers in 2025. In 2024 and 2023, Evotec’s three largest customers by revenue contributed 38% and 35% to our revenues, respectively.

Bristol Meyers Squibb (BMS) and Sandoz account for more than 10% of group revenues, individually (as in 2024). There is no other single customer that accounts for more than 10% of the group revenue. In 2023 only BMS accounted for more than 10%.

Repeat Business

We define annual repeat business as the percentage of revenues with customers who have purchased products and services from us at least once in both the current year and the previous year. We review repeat business on a yearly basis. Repeat business was 90% and 94% in 2025 and 2024, respectively (2023: 93%). We believe our significant amount of repeat business is primarily due to our ability to achieve success and high satisfaction of our partners and customers. The extent to which we generate repeat business from our customers will be an important factor in our continued revenue growth. 50

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B.	Liquidity and capital resources .

We have historically funded our operations primarily through cash received in the ongoing operation of our business, from equity financing through private placements, and from the issuance of promissory notes or of bank debt. As of December 31, 2025, the company had no outstanding undrawn credit lines. Cash and cash equivalents are invested in accordance with our investment and risk policy, primarily with a view to maintaining flexibility, liquidity, and capital preservation, and consist primarily of cash in banks and on hand, fixed deposits, money market funds, and short-term deposits with an original maturity of three months or less. As of December 31, 2025, we had cash and cash equivalents of €418.5 million and short-term investments (corporate bonds and long term deposits) of €57.9 million. As of December 31, 2025, 71% of our cash, cash equivalents and investments were held in Germany, of which 93% and 6% were in Euros and U.S. dollars, respectively. 29% of our cash, cash equivalents and investments were held outside of Germany, of which 32% was held in France and Italy, mainly in Euros and U.S. dollars, 29% was held in the UK mainly in pound sterling and U.S. dollars, 48% in the United States, mainly in U.S. dollars.

The promissory notes issued in June 2019 aggregated to a principal amount of €250.0 million. The promissory notes have fixed and variable interest rates and have three, five, seven, and 10-year maturities. The three-year tranches of €35.0 million was repaid as scheduled in June 2022 and the five-year tranches of €108.5 million have been repaid upon maturity in June 2024. The outstanding amount of promissory notes as per December 31, 2025 amounts to €106.5 million.

Based on the Company’s strategy to better monetize its technology and transitioning to an asset-lighter business model, we announced in November 2025 the sale of 100% of the shares in Just - Evotec Biologics EU SAS together with several related agreements to Sandoz, which increased our liquidity position upon closing of the transaction in December 2025. Direct external financing facilities or those directly allocated to Just - Evotec Biologics EU SAS by Banque publique d’investissement (“Bpifrance”) of €6.2 million, Occitane of €0.3 million and EIB of €40.6 million were included, repaid or canceled as a component of this transaction.

In July 2025, the Company terminated its €250 million senior secured revolving credit facility. The facility was no longer aligned with the Company’s evolving funding strategy.

Evotec may adjust the timing of its funding activities as its operating plan evolves, including the possibility of seeking additional resources earlier than previously anticipated through various available options. Even though the Company believes its current liquidity is adequate for its operating plans, it may still pursue incremental funding to enhance financial flexibility or to support strategic initiatives.

EIB Loans

In 2017, we signed a financing agreement with a line of credit amounting up to €75 million with the EIB. Under the agreement, the total amount was provided in various tranches from 2017 until 2020. The final tranche was drawn in September 2020. Each tranche carries a fixed interest rate of 1.6%. Such interest is due and payable semi-annual or where a tranche is canceled or prepaid. The maturity date for each tranche is seven years from the respective disbursement date of the relevant tranche. The financing agreement includes a success share, which is paid as a percentage of future proceeds from the R&D projects for the years 2025 to 2030 and equity investments if these succeed for the period until 2030. As of December 31, 2025, total outstanding amount under this loan facility is € 42.2 million.

In December 2022, we signed a second financing agreement with the EIB. This line of credit amounts up to €150 million. Under this agreement, the total amount was provided in various tranches from 2023 until 2025. Each tranche carries a fixed interest rate of 0.8%. Such interest is due and payable semi-annually or where a tranche is prepaid. The maturity date for each tranche is seven years from the respective disbursement date of the relevant tranche. As of December 31, 2025, we have drawn a total amount of € 137.3 million in three tranches. Parts of the Sandoz proceeds have been used to deleverage € 27.9 million under this facility. Moreover, as a result of a mutual agreement between Evotec and EIB, an amount of € 12.7 million under this facility has been cancelled. As of December 31, 2025, total outstanding amount under this loan facility is € 109.4 million. The financing agreement also includes a success share, which is paid as a percentage of future proceeds from the R&D projects for the years 2028 to 2037 and equity investments if these succeed until 2037. 51

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R&D Innovation Financing

Our R&D innovation financing loans entered into in 2019 and 2021 with a nominal amount of €29.0 million bear interests at a weighted average fixed interest rate of 1.36%. Final maturity of all four tranches is ranging from 2025 to 2031. The R&D innovation financing relates to individual R&D projects that were financed by IKB Deutsche Industriebank AG through Kreditanstalt für Wiederaufbau (“KfW”). All four tranches are amortizing with quarterly installments. As of December 31, 2025, the outstanding amount was € 16.9 million.

Evotec maintains the following two unsecured research loans with total commitment of €1.0 million at the end of 2025.

●	€0.5 million loan from Sanfelice 1893 Banco Popolare with a variable interest rate of 4.50% and final maturity in May 2027. Amount outstanding as per December 31, 2025 is €0.2 million.
●	€0.5 million loan from Banco BPM S.p.A., with a fixed interest rate of 1.30% and final maturity in November 2026. Amount outstanding as per December 31, 2025 is €0.1 million.
---	---

Loan Maturities

​	​	​	​	​	​	​
​	​	Years Ended December 31,
(In € thousands)	​ ​ ​	2025	​ ​ ​	2024	​ ​ ​	2023
Less than one year		81,280	​	21,081	​	128,513
Between one and five years		150,526	​	170,003	​	152,464
More than five years		44,597	​	96,472	​	155,092
Total	****	276,403	**** ​	287,556	**** ​	436,070

​

Other Contractual Obligations and Commitments

Our contractual obligations, other than the financing agreements and related interest rate swaps detailed in the “Liquidity and CapEx” section, consist mainly of lease obligations capitalized under IFRS 16. Lease obligations are our future minimum commitments under lease agreements within the scope of IFRS 16 and are reflected on the balance sheet in our audited consolidated financial statements included elsewhere in this annual report. Lease agreements, which were not recognized in accordance with the exemptions in IFRS 16, are not material and therefore not presented here. In addition, we regularly enter several smaller contractual obligations related to our operations or facilities, such as the supply of inventories, power supply and insurance. Our other contractual obligations as of December 31, 2025 are approximately €112.3 million. For a full overview of other contractual obligations and commitments, please refer to Note 19 to the Financial Statements.

We license or acquire certain third-party IP to utilize in our business. Under these agreements, we are required to pay milestones, dependent on development progress and/or royalties and milestones dependent on present and future net income or on sublicensing fees received from third parties. However, it is not possible to predict the maximum potential number of future payments under these agreements due to the conditional nature of our obligations and the unique facts and circumstances involved in each agreement. There are no off-balance sheet obligations other than those disclosed above.

CapEx

Capital expenditure decreased significantly as planned to €(72.5) million in 2025 (2024: €(117.5) million). This reduction is mainly attributable to lower investments in JEB, which declined to €(48.0) million compared to €(92.6) million in 2024, largely due to the completion of the J.POD2 facility in Toulouse. The D&PD segment recorded investments of €(16.0) million in 2025 (2024: €(24.9) million), focusing on strategic investments, facility improvements and replacement initiatives to ensure the highest standards of technology and infrastructure for scientific operations.

Depreciation of property, plant and equipment amounted to €90.0 million compared to €95.1 million in 2024, mainly driven by the above-mentioned lower investments. Of this amount, €19.7 million can be attributed to right-of-use assets (2024: €21.5 million). 52

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Comparative Cash Flows

The following table summarizes the primary sources and uses of cash for each period presented:

​	​	​	​	​	​	​
​	​	Year Ended December 31,
(In € thousands)	​ ​ ​	2025	​ ​ ​	2024	​ ​ ​	2023
Net cash flows provided by (used in):		​		​		​
Operating activities		(9,179)	​	18,220	​	36,439
Investing activities		171,591	​	(71,187)	​	(13,291)
Financing activities		(37,630)	​	(161,421)	​	71,963
Total cash inflow / (outflow)		124,782	​	(214,388)	​	95,111

​

Cash Flow from Operating Activities

Net cash flows from operating activities are primarily derived from partnered projects and the sale of products and services rendered, including sale of intellectual property. Our cash flows from operating activities are significantly influenced by our use of cash for operating expenses and working capital to support the business.

For the fiscal year ended December 31, 2025, operating activities used €(9.2) million in cash and cash equivalents. The main components of cash flow from operating activities include the net loss of €(103.5) million, offset by non-cash charges of €140.4 million, which included depreciation and amortization of €99.5 million, income tax expenses of € €16.8 million and Gain on investment in financial instruments reevaluation of €(2.1) million. Further, the changes in net working capital amounted to €(60.8) million.

For the fiscal year ended December 31, 2024, operating activities generated €18.2 million in cash and cash equivalents. Net Loss amounted to €(196.1) million, after consideration of non-cash charges of €206.4 million. The non-cash charges included depreciation and amortization of €101.6 million, loss on investment in financial instruments reevaluation of €39.5 million and Share of loss (profit) and reevaluation of at-equity investments of €4.3 million. Further, the changes in net working capital amounted to €(68.2) million

Cash Flow from Investing Activities

During the year ended December 31, 2025, cash generated from investing activities amounted to €171.6 million which consisted of purchases of investments in associated companies and other long-term investments of €(14.0) million, divestment of affiliated companies of €222.3 million, sale of investment in Dark Blue Therapeutics Ltd. of €11.3 million, purchases of property, plant and equipment in the amount of €72.5 million, €32.0 million of proceeds from the sale of current investments and purchase of intangible assets and capitalization of development expenditures of €(10.1) million.

During the year ended December 31, 2024, cash used in investing activities amounted to €71.2 million which consisted of purchases of short-term investments in the amount of €29.4 million, purchases of investments in associated companies and other long-term investments of €(15.1) million, divestment of affiliated companies of €(11.5) million, sale of investment in Recursion Pharmaceuticals, Inc. of €69.4 million, purchases of property, plant and equipment in the amount of €117.5 million (including in respect of €92.6 million invested in Just – Evotec Biologics) and €35.7 million of proceeds from the sale of current investments, purchase of intangible assets and capitalization of development expenditures of €(14.8) million, as well as proceeds from the sale of property, plant and equipment of €2.0 million.

Cash Flow from Financing Activities

Our primary financing activities consist of issuances of share capital, proceeds from/payments of bank loans and payments of finance lease liabilities.

Net cash used in 2025 in financing activities for the year ended December 31, 2025 was €(37.6) million which consisted of €(49.7) million in bank loan repayments and €(23.6) million in lease obligation repayments. The repayment of loans included mainly the repayment of revolving credit lines. Proceeds from loans amounted to €44.0 million. 53

Table of Contents Net cash provided in 2024 in financing activities for the year ended December 31, 2024 was €(161.4) million which consisted of R&D and investment financing of €(128.8) million, and €(24.1) million lease obligation repayments. The repayment of loans included mainly the repayment of revolving credit lines. Proceeds from loans amounted to €0.9 million, while proceeds from option exercise totaled to €0.4 million.

C.	R&D, patents and licenses, etc.

[See Item 4 “Business Overview” and “Operating and Financial Review and Prospects—A. Operating Results” in this Item 5.]

D.	Trend information .

See the description of “Operating Results” in this Item 5 within this annual report.

E.	Critical Accounting Estimates .

The consolidated financial statements have been prepared in accordance with IFRS and its interpretations as issued by the IASB. For a discussion of our significant accounting policies and other estimates, please see “Summary of significant accounting policies” in note 2 in the notes to our consolidated financial statements included in this annual report.

Item 6 .	Directors, Senior Management and Employees
A.	Directors and senior management
---	---

Two-Tiered Board Structure

We are a European public company with limited liability (Societas Europaea or “SE”) (also referred to as European stock corporation, and in the official terminology of the European legislation referred to as European public limited-liability company), having its seat in Germany with a two-tiered governance structure. Hence, our corporate bodies are the Management Board (Vorstand), the Supervisory Board (Aufsichtsrat) and the shareholders’ meeting (Hauptversammlung). Our Management and Supervisory Boards are entirely separate, and, as a rule, no individual may simultaneously be a member of both boards.

Our Management Board is responsible for the day-to-day management of our business in accordance with applicable laws, our Articles of Association (Satzung) and the Management Board’s internal rules of procedure (Geschäftsordnung des Vorstands).

The principal function of our Supervisory Board is to supervise our Management Board. The Supervisory Board is also responsible for appointing and removing the members of our Management Board, representing us in connection with transactions between a current or former member of the Management Board and us, and reviewing and approving when appropriate certain significant matters.

Management Board (Vorstand)

The following table sets forth the names and functions of the current members of our Management Board, their ages:

Name	​ ​ ​	Age	​ ​ ​	Position
Christian Wojczewski, Ph.D	​	54	​	CEO
Aurélie Dalbiez	​	48	​	Chief People Officer (“CPO”)
Cord Dohrmann, Ph.D.	​	62	​	Chief Scientific Officer (“CSO”)
Paul Hitchin (since March 2025)	​	49	​	Chief Financial Officer (“CFO”)

​

The business address of the members of our Management Board is the same as our business address: Essener Bogen 7, 22419 Hamburg, Germany. 54

Table of Contents The following is a summary of the business experience of the members of our Management Board (as of December 31, 2025):

Dr. Christian Wojczewski joined Evotec as CEO on July 1, 2024. Dr. Wojczewski has over 20 years of experience in various management positions, most recently at Mediq and Linde Healthcare. In 2017, he joined Mediq in the Netherlands, a European leader in medical devices and related services, as group CEO. In 2005, he joined Linde, a global market leader for medical and industrial gases. Previously, he worked as a Manager at McKinsey for companies in the life science and chemical industries in Europe and the US. Dr. Wojczewski holds a Diploma and a doctorate in chemistry from the Johann Wolfgang Goethe-University in Frankfurt am Main.

Dr. Cord Dohrmann has served as CSO of Evotec since September 2010. From 2000 to 2010, Dr. Dohrmann served in various management positions including as the Chief Scientific and CEO at DeveloGen AG, a drug discovery company focused on the development of novel therapies for diabetes and obesity. Evotec acquired DeveloGen in 2010. Dr. Dohrmann serves on the Supervisory Board of Eternygen GmbH and Breakpoint Therapeutics. Dr. Dohrmann is a member of the German Council of Science and Humanities. Dr. Dohrmann holds an undergraduate degree in biology from Tübingen University, a master’s degree in molecular biology from the Max-Planck Institute and a doctorate in cellular and molecular biology from Harvard Medical School.

Paul Hitchin was appointed as CFO from March 2025 with oversight over various functions and departments, including finance, IT, internal audit, and risk management. Before joining Evotec, he was CFO of Mediq, a service provider for Healthcare products and solutions in Europe. During his time with Mediq he led programs to grow the business whilst driving a transformation agenda to improve profitability and efficiency. A graduate in Economics and French of the Keele University in UK and a Chartered Management Accountant with CIMA, he started his career at Ford Motor Company before holding a number of CFO positions at General Electric and General Healthcare.

Aurélie Dalbiez was appointed as CPO of Evotec on June 15, 2024. Aurélie is responsible for the development and implementation of Evotec’s people strategy, focusing on fostering a culture of innovation, collaboration and belonging. Prior to joining Evotec, Aurélie served as the Chief Human Resources Officer (“CHRO”) at Corbion N.V., a global bio-based ingredients company headquartered in Amsterdam, Netherlands. Previously, she was Head of HR for the Capsules and Health Ingredients business at Lonza, based in Basel, Switzerland. Prior to that, she worked for 12 years in various HR roles at Novartis. She started her career in the banking industry, first at Deutsche Bank and later at Capital Group. She earned her university degree in International Business in Lyon, France

Supervisory Board (Aufsichtsrat)

The following table sets forth the names and functions of the members of our Supervisory Board, their ages, their terms (which expire on the date of the relevant year’s general shareholders’ meeting) and their principal occupations outside of our Company:

Name	​ ​ ​	Age	​ ​ ​	Position
Prof. Dr. Löw-Friedrich	​	65	​	Chief Medical Officer and Executive Vice President of UCB S.A. (until July 2024)
Camilla Macapili Languille	​	42	​	Deputy CEO of Direct Investments, Mubadala Investment Company
Dr. Constanze Ulmer-Eilfort	​	63	​	Partner at PSP München
Roland Sackers	​	57	​	CFO and Managing Director at QIAGEN N.V.
Dr. Duncan McHale	​	59	​	Founder and Company Director of Weatherden Ltd, London, UK
Wesley Wheeler	​	69	​	CEO & Board Director at LabConnect Inc.

​

The business address of the members of our Supervisory Board is the same as our business address: Essener Bogen 7, 22419 Hamburg, Germany. 55

Table of Contents The following is a summary of the prior business experience of the members of our Supervisory Board (as of December 31, 2025):

Prof. Dr. Iris Löw-Friedrich has served as a Member of the Supervisory Board at Evotec since June 2014, her appointment to Chairwoman of the Supervisory Board of Evotec SE took place in 2021. From 2008 to 2024, Prof. Dr. Löw-Friedrich has served as Chief Medical Officer and Executive Vice President of Development and Medical Practices at UCB S.A., Brussels (Belgium), a biopharma company focusing on neurology and immunology. Prof. Dr. Löw-Friedrich is also a Member of the Supervisory Boards of Fresenius SE & Co. KGaA, Swedish Orphan Biovitrum AB (SOBI) and Celosia Therapeutics Pty Ltd (Australia) (not listed). Prof. Dr. Löw-Friedrich holds a doctorate degree in medicine from the University of Frankfurt.

Camilla Macapili Languille was appointed a Member of the Supervisory Board in June 2022. She is Deputy CEO of Direct Investments for Life Sciences investments at Mubadala Investment Company PJSC (“MIC”), a sovereign wealth fund based in Abu Dhabi. Before joining Mubadala, Camilla Macapili Languille worked in Mergers and Acquisitions (“M&A”) for Daiwa Capital and Société Générale in Paris, France, where she specialized in cross-border transactions in various sectors. She began her career in healthcare M&A at JPMorgan in New York and London, where she focused on pharma and biotech.  She also serves as a Member of the Board of Directors at Globalfoundries Inc.; (New York, USA) (listed) and PCI Pharma Services (KPCI Holdings Limited), Philadelphia/United States (not listed). Camilla Macapili Languille holds a Bachelor of Economics & Political Science degree from Columbia University.

Roland Sackers has served as a Member of the Supervisory Board since June 2019 and is chairman of the audit committee. Since 2004, Mr. Sackers has been CFO of QIAGEN N.V. In 2006, Mr. Sackers became a member of the Managing Board. Between 1995 and 1999, he served as an auditor with Arthur Andersen Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft. He is a former member of the supervisory board and audit committee of IBS AG and a former member of the board of directors of Operon Biotechnologies, Inc. Mr. Sackers is as a board member of the industry association BIO Deutschland, previously a non-executive director and chair of the audit committee from 2011 to 2018 of Immunodiagnostic Systems Holding PLC (IDS), a leading producer of immunological tests for research and diagnostic applications publicly listed in the UK. Mr. Sackers earned his Diplom-Kaufmann from University of Münster, Germany.

Dr. Constanze Ulmer-Eilfort was appointed a Member of the Supervisory Board in June 2021. As a Partner with the law firm Peter, Schönberger & Partner (PSP München), she advises on a wide range of agreements, including cooperation and licensing agreements, R&D agreements and agreements with academic institutions. Previously, since 1994, Dr. Ulmer-Eilfort has worked at Baker McKenzie serving in several roles, including as Equity Partner since 2000, Member of the Global Executive Committee between 2017 and 2021, and as Managing Partner in the German and Austrian offices from 2012 to 2017. She serves as a Member of Supervisory Board at Affimed NV, Mannheim/Germany (listed on the NASDAQ) and as a Member of the Advisory Board at Proxygen GmbH, Vienna/Austria (not listed). Dr. Ulmer-Eilfort holds a law degree from the University of Munich, a Master of Laws degree from the University of Pennsylvania Law School, and a doctorate degree in law from the University of Berlin.

Dr. Duncan McHale was appointed a Member of the Supervisory Board in June 2024. He is the Founder and Company Director of Weatherden Ltd, based in London, UK, a position he has held since 2017. Prior to this, Duncan served as the Chief Medical Officer at Evelo Biosciences from 2017 to 2023. From 2011 to 2017, he was the Vice President and Head of Global Exploratory Development at UCB. Between 2008 and 2011, he held various positions at AstraZeneca, culminating in the role of Vice President of Personalized Healthcare and Biomarkers. His career also includes several roles at Pfizer from 1999 to 2007, with his most recent position being Executive Director, European Head of Molecular Profiling and TA lead for Pain, Sex Health, and Urology at Pfizer Global Research and Development’s Sandwich Laboratories. Duncan holds a Doctor of Philosophy (“PhD”) in Human/Medical Genetics from the University of Leeds, and earned his Bachelor of Medicine, Bachelor of Surgery from the University of Newcastle-Upon-Tyne.

Wesley Wheeler was appointed a Member of the Supervisory Board in June 2024. In his final three years at UPS, Wesley was named President of UPS Healthcare, the first vertical business unit ever created at UPS, which is a global leader in the clinical trials services industry. Previously, Wesley accepted a role as CEO of Marken, a leading privately held clinical trials logistics company. Between 2007 and 2010, he became CEO of Patheon (now a ThermoFisher company), a public company traded on the Toronto Stock Exchange. Overall, Wesley Wheeler is a 43-year operations executive starting as a project engineer with Exxon Research & Engineering (now ExxonMobil), but for the past 34 years has held many diverse leadership positions in the pharmaceutical industry. He serves as a Member of the Board at Envirotainer (not listed) and Argenta (not listed) as well as Cairn Therapeutics (not listed) and Belhaven Biopharma (not listed). Wesley holds a bachelor’s degree in mechanical engineering and a Masters of Business Administration. 56

Table of Contents Changes in the Management Board and Supervisory Board

Since March 1, 2025 Paul Hitchin is appointed as new CFO, taking over from former CFO Laetitia Rouxel, who was appointed in April 2023.

Family Relationships

No family relationships or other arrangements exist among any members of our Management Board or Supervisory Board.

B.	Compensation .

Remuneration report 2025 for Evotec SE

The following remuneration report presents and explains the remuneration awarded and owed to the individual present and former members of the Management Board and Supervisory Board of Evotec SE (hereafter also known as “Company”) in the financial year 2025. The remuneration report meets the requirements of Sec. 162 German Stock Corporation Act (Aktiengesetz - “AktG”). This remuneration report will be presented for approval at the ordinary Annual General Meeting (“AGM”) on June 11, 2026.

Resolution approving a remuneration system for the Executive Board and the Supervisory Board members.

The structure of remuneration and the amounts paid to the Management Board members are defined and regularly reviewed by the Supervisory Board. The review follows the recommendations of the German Corporate Governance Code (“GCGC”) as amended on April 28, 2022 and meets the requirements of Section 87 AktG.

The Company’s Supervisory Board, with the support of the Remuneration and Nomination Committee, presented a remuneration system for the members of the Company’s Management Board (the “Remuneration system 2022”) to the AGM on June 22, 2022, for approval. The AGM 2022 approved the Remuneration system 2022 by a majority of 94.48% of votes cast. The Remuneration system 2022 can be viewed on the website of Evotec SE at https://www.evotec.com/en/investor-relations/governance. The intention is to present a revised remuneration system to the AGM 2026 for approval.

The Remuneration system 2022 applies to all the members of the Company’s Management Board whose contract was signed or renewed after the Remuneration system 2022 came into effect at the AGM 2022. As of December 31, 2025, this was Dr Cord Dohrmann, Paul Hitchin, Aurélie Dalbiez and Christian Wojczewski.

The Company’s AGM on June 10, 2024, confirmed the remuneration of the Supervisory Board members last amended by resolution of the AGM 2024 with a majority of 96.23% and adopted a corresponding remuneration system for the Supervisory Board members.

Remuneration system for Management Board members of Evotec SE

Overview of the changes to the remuneration system in 2025

After intensive discussions with shareholders, the Supervisory Board decided to submit a revised and updated remuneration system for the members of the Management Board to the AGM 2022 for approval, which was approved with 94.48% of the votes in favor. We reported in detail on the adjustments in the 2022 remuneration report. In 2025, this remuneration system was not changed.

The remuneration system 2022 applies to all members of the company’s Management Board still acting on December 31, 2025.

The remuneration report for 2024 was approved by the AGM 2025 with 94.15% of votes in favor. 57

Table of Contents Overview of main remuneration components

The remuneration of Management Board members is made up of a fixed basic salary, a short-term annual bonus, and the long-term, multi-year remuneration. In individual cases, additional remuneration may be granted in connection with the commencement and termination of service as a member of the Management Board, in particular in compensation for lost earnings from previous employers. Other components of the remuneration system are ancillary benefits, including pension contributions, and the payment of travel expenses. Any expenses incurred are counted towards the maximum remuneration.

A strong focus on the growth targets for the Evotec Group – consisting of Evotec SE and its affiliated companies – in the short-term variable remuneration (bonus) and a clear alignment of long-term variable remuneration with the share performance (Share Performance Awards - “SPA”) are intended to encourage sustainable increases in enterprise value and avoid external and internal disincentives. In particular the aim is to prevent the Management Board from making decisions that do not promise any sustainable commercial success in order to optimize their remuneration in the short term.

The amount of Management Board remuneration depends in particular on the responsibilities of the respective Management Board members, their individual and collective performance and the economic, financial, strategic and sustainability performance of the Evotec Group. It is intended to incentivize sustainable, long-term corporate governance and align the interests of the Management Board members with those of Company shareholders.

The remuneration of the Management Board members meets the requirements of the German Stock Corporation Act and the GCGC in effect at the time the respective employment contracts were signed (unless any exception is mentioned).

The Supervisory Board, with the support of its Remuneration and Nomination Committee, regularly gathers external expertise to review the appropriateness of the Management Board’s remuneration in terms of the amount, reasonableness, and market conformity of the Management Board’s remuneration. To determine if the Management Board’s remuneration is appropriate in a vertical comparison, i.e. within Evotec SE, the Supervisory Board looked particularly at changes in the remuneration of senior managers and the workforce overall, also over time. The Supervisory Board monitors the level of Management Board remuneration at similar companies. The peer group^1^ used for the last comparison in 2021 comprised German and international biotech and pharmaceutical companies of a similar size and complexity in order to reflect Evotec’s global presence and potential markets for recruiting Management Board members. The above-mentioned peer group from 2021 still applies to the financial year 2025. As part of the revision of the remuneration system to be presented at the AGM 2026, the benchmark used for market comparison is to be based on a peer group comprising German companies of comparable size and international companies of comparable size and industry. This new peer group will be defined in the context of the revised remuneration system 2026. The current peer group is also disclosed prospectively in the respective remuneration report.

Non-performance-related fixed remuneration components

Basic salary

The Management Board members receive a contractually agreed fixed basic salary that is paid in twelve monthly installments at the end of each month with the statutory payroll deductions. Basic salary is paid pro rata temporis if the Management Board member joins or leaves in the course of the year.

The following table shows the annual basic salary for the Executive Board members in financial year 2025:

​	​	​	​	​	​	​
​	​ ​ ​	​	​ ​ ​	Basic salary 2025	​ ​ ​	Basic salary 2024
Executive Board member	​	Function	​	(in € k)	​	(in € k)
Dr. Christian Wojczweski		CEO	**** ​	900	​	450
Dr. Cord Dohrmann	​	CSO	**** ​	450	​	450
Paul Hitchin	​	CFO (since March 2025)	​	458	​	—
Aurélie Dalbiez	​	CPO	​	450	​	244
Laetitia Rouxel		CFO (until March 2025)	**** ​	113	​	450

^1)^ Abcam, Bachem, Biotest, Carl Zeiss Meditec, Charles River, Clinigen, Galapagos, Genmab, Ligand, Morphosys, QIAGEN, Siegfried Pharma, Stallergenes, Sartorius, Tecan and MedPace. 58

Table of Contents Ancillary benefits

In addition to their fixed basic salary the Management Board members receive individual ancillary benefits, such as pension contributions,travel expenses, health and accident insurance, and the monetary value of their private use of a company car or a private car allowance. Furthermore, the Supervisory Board may at its professional discretion and having determined a significant additional need, refund the expenses for extraordinary ancillary benefits (e.g. security measures) on a temporary basis.

​	​	​	​	​	​	​	​	​	​	​
​	​ ​ ​	​	​ ​ ​	Retirement pension	​ ​ ​	Car allowance	​ ​ ​	Travel expense	​ ​ ​	Other
Executive Board member	​	Function	​	contributions in (€ k)	​	(in € k)	​	allowance (in € k)	​	(in € k)^1^
Dr. Christian Wojczweski		CEO	**** ​	120	​	15	​	105	​	—
Dr. Cord Dohrmann	​	CSO	​	35	​	15	​	—	​	—
Paul Hitchin	​	CFO (since March 2025)	​	60	​	—	​	60	​	—
Aurélie Dalbiez	​	CPO	**** ​	35	​	—	​	60	​	—
Laetitia Rouxel		CFO (until March 2025)	​	9	​	—	​	15	​	1
^1)^	Other fringe benefits include various insurance policies for the Management Board members based in Germany.
---	---

Compensation payments

In addition, the members of the Management Board may be granted one-off benefits such as special benefits on joining the company, e.g. as compensation for lost earnings with the previous employer or for projects that have been stopped. Payments to a Management Board member in the event of premature termination of the employment contract without good cause for the termination of the Management Board activity are limited to a maximum of two years’ remuneration and do not exceed the annual remuneration for the remaining term of the employment contract (severance payment cap). If the employment contract is terminated for good cause for which the Management Board member is responsible, no payments are made to the Management Board member.

The following table shows a breakdown of the compensation payments made per Executive Board member in the 2025 financial year:

​	​	​	​	​
Executive Board member	​ ​ ​	Function	​ ​ ​	Compensation payments^1,2^
Dr. Christian Wojczweski		CEO	****	500
Dr. Cord Dohrmann		CSO	****	—
Paul Hitchin	​	CFO (since March 2025)	​	300
Aurélie Dalbiez	​	CPO	​	150
Laetitia Rouxel		CFO (until March 2025)	****	1,506

1) “Sign On” compensation: €500,000 Christian Wojczewski; €150,000 Aurelie Dalbiez; €300,000 Paul Hitchin

2) Severance payment to Laetitia Rouxel of €1,506k in total to settle her annual remuneration for the remainder of the contract term, outstanding bonus payments for the financial year 2025, existing claims under the Share Performance Awards and contractually agreed payments to the Swiss social security system. 59

Table of Contents Performance-related variable remuneration components

In line with the principles mentioned above, the Management Board remuneration is linked to Company performance and sustainable Company growth. When the remuneration system 2022 took effect, the Management Board remuneration comprised both short-term, annual remuneration (“bonus”) and long-term remuneration components (Share Performance Plan 2017 and 2022), which were approved by the AGMs in 2017 and 2022. Payments for these components depend on achieving defined financial targets. If the targets are not achieved the payment of performance-based components may be reduced to zero. If the targets are significantly outperformed, however, the amount of the payment is capped. The Share Performance Plan 2017 was replaced by the Share Performance Plan 2023, under which SPAs were granted for the first time in the financial year 2023 and then also in the financial years 2024 and 2025. In addition, the bonus regulation was also adjusted. This rule applies to all the present Management Board members.

Short-term, one-year remuneration (bonus)

The Management Board members receive a short-term, one-year remuneration (bonus) that rewards the operational implementation of the Evotec Group strategy in the financial year as the foundation for the Company’s positive long-term development. The bonus depends on the achievement of specific financial and non-financial targets set for each financial year by the Remuneration and Nomination Committee of the Supervisory Board and then approved by the Supervisory Board. The bonus is paid pro rata temporis if the Management Board member joins in the course of the year.

A target amount is set for each Management Board member, which defines the amount of the bonus payment if the target achievement is 100%.The target amount for the bonus that the CEO receives if he achieves exactly 100% of the annual bonus targets corresponds to around 70% of basic salary for the direct payment portion of the bonus and to around 105% for the deferred portion. The corresponding figures for the ordinary members of the Management Board are around 43% of basic salary for the direct payment portion of the bonus and around 65% for the deferred portion, which represents a ratio of 40:60 between the direct payment and the deferred portion of the bonus. The deferred portion of the bonus is invested in Evotec shares, which the Management Board members buy via a service provider and have to hold for at least three years. Evotec provides the total applicable amount for all Management Board members and sets the timeframe within which the service provider must make the purchases on behalf of the Management Board members. The service provider then makes the purchases and transfers the shares purchased to the securities accounts of the Management Board members at a uniform average price with a corresponding lock-up period.

At the beginning of the following financial year the Supervisory Board measures the achievement of the targets and determines the amount of the annual bonus.

Bonuses are agreed with Management Board members in their individual employment contracts. When the Management Board remuneration system 2022 was revised a maximum bonus payment of up to 150% of the target amount was made possible for the bonus plan. This cap has applied to the bonuses of all Management Board members. 60

Table of Contents For financial year 2024 the Supervisory Board defined the following performance criteria and their weighting for all Management Board members:

​	​	​
2024 targets1	Weighting	****
​	​	​
Expand basic business	60.0	%
​	​	​
• Total revenue growth >880 million	20.0	%
​	​	​
• Exceed stable Adjusted EBITDA >100 million	30.0	%
​	​	​
• Achievement of operating cash flow break-even, adjusted for one-off restructuring costs	10.0	%
​	​	​
Building global leadership with the 2025 Action Plan and the 2030 Strategy	20.0	%
​	​	​
• Build new joint alliances (e.g., iPSC, PanOmics …) (>1 billion business value)	5.0	%
​	​	​
• Just — Evotec Biologics becomes profitable with 2 J.POD's in 2024	5.0	%
​	​	​
• Establishment of a new organizational structure (Execute / Innovate fold-up) by the end of 2024	10.0	%
​	​	​
ESG: Develop people, the Company and Best of Governance Sustainability	20.0	%
​	​	​
• Improve SOX compliance and digitalization for more efficient work for all employees - no more than 2 material weaknesses by the end of the year	5.0	%
​	​	​
• Significant improvement (>10%) in the second survey on engagement and implementation of 3 initiatives addressing the key points of the first survey	10.0	%
​	​	​
• Develop and commit to a Climate Transition Plan (“CTP”) that includes climate adaptation measures and measures beyond the value chain to achieve Scope 1, 2 & 3 Net-Zero by 2045	5.0	%
​	​	​

All values are in Euros.

^1^ Adjusted as per SB resolution on May 15, 2024.

​ 61

Table of Contents For financial year 2025 the Supervisory Board defined the following performance criteria and their weighting for all Management Board members:

​	​	​	​
2025 targets	​ ​ ​	Weighting	****
​	​	​	​
Expand core business	**** ​	50.0	%
​	​	​	​
• Increase total revenue to €876 million	​	20.0	%
​	​	​	​
• Achieving adjusted EBITDA of €51 million	​	20.0	%
​	​	​	​
• Achieve break-even in operating cash flow, adjusted for non-recurring restructuring expenses	​	10.0	%
​	​	​	​
Complete strategy review and accelerate transformation	​	30.0	%
​	​	​	​
• Define, communicate and establish a new vision, strategic course and detailed planning	​	10.0	%
​	​	​	​
• Design and implement a new operating model and a new organizational structure	​	10.0	%
​	​	​	​
• Set new priorities Draw up agenda for operational excellence, including revised STI rules, prioritize sustainable performance and contribution to 2025 budget	​	10.0	%
​	​	​	​
ESG: Develop and implement sustainability targets	​	20.0	%
​	​	​	​
• Define leadership competences, evaluate top management positions and current holders, define individual development plans and draw up a talent development strategy and a roadmap based on the new strategy	​	10.0	%
​	​	​	​
• Start to implement a uniform cultural framework that reflects values and conduct consistent with the new strategic vision	​	5.0	%
​	​	​	​
• Develop a sustainability strategy in accordance with the revised corporate strategy; review the materiality assessment on the basis of the revised corporate strategy; define three to five strategic priorities in terms of ESG; develop an operating agenda to implement these priorities with concrete milestones and timetables	​	5.0	%

​

The adjusted EBITDA was calculated in accordance with the EBITDA published in the annual report and the specified definition therein. The calculation of adjusted EBITDA performance is performed before taking variable compensation into account.

The Supervisory Board defines a uniform percentage of target achievement for all the individual targets, which can be between 0% and 125%. The target achievement percentage is converted into a payment factor (“bonus payment factor”) of between 0% and 150%. The bonus payment factor is multiplied by the target bonus amount for each individual target in order to determine the amount of the bonus payment for each individual target. Ultimately, the bonus amount can vary between zero and 150% of the target bonus amount (capped at 100% in total for the CFO).

The bonus payment amounts for the individual targets are added to determine the total bonus payment amount. 62

Table of Contents The following graph shows how the bonus payment factor works:

​ 63

Table of Contents Bonus target achievement for 2024 was as follows:

​	​	​	​	​	​	​	​
​	​	​	​ ​ ​	​	​ ​ ​	Weighted	****
2024 targets	Result	Weighting	​ ​ ​	Achievement	​ ​ ​	Factor	​
Expand basic business	​	60	%	​		​	​
​	​	​	​	​	​	​	​
Total revenue growth >880 million	Total revenue 2024: 797.0m	20	%	86.5	%	17.3	%
​	​	​	​	​	​	​	​
Exceed stable Adjusted EBITDA >100 million	Adjusted EBITDA 2024: 22.6m	30	%	0	%	0	%
​	​	​	​	​	​	​	​
Achievement of operating cash flow break-even, adjusted for one-off restructuring costs	Cash flow from operating activities 2024: 18.2m (2023: 36.4m)	10	%	0	%	0	%
​	​	​	​	​	​	​	​
Building global leadership with the 2025 Action Plan and the 2030 Strategy	​	20	%	​		​	​
​	​	​	​	​	​	​	​
Build new joint alliances (e.g., iPSC, PanOmics …) (>1 billion business value)	BMS antiviral collaboration; Novo Nordisk cell therapy collaboration (total Deal Volume cannot be disclosed, > 1bn)	5	%	100.0	%	5.0	%
​	​	​	​	​	​	​	​
Just — Evotec Biologics becomes profitable with 2 J.PODs in 2024	Positive EBITDA of 9.9m for Just - Evotec Biologics; revenue growth of 71.1% to 185.6m; opening of second J.POD in Toulouse on September 20, 2024	5	%	100.0	%	5.0	%
​	​	​	​	​	​	​	​
Establishment of a new organizational structure (Execute / Innovate fold-up) by the end of 2024	Financial reporting was adjusted and the Execute/Innovate division was dissolved. However, the organizational structure was not adjusted in 2024. This will only take place after the strategy update in 2025.	10	%	0	%	0	%
​	​	​	​	​	​	​	​
ESG: Develop people, the Company and Best of Governance Sustainability	​	20	%	​		​	​
​	​	​	​	​	​	​	​
Improve SOX compliance and digitalization for more efficient work for all employees - no more than 2 material weaknesses by the end of the year	Improvement compared to 2025 by reducing material weaknesses, but still at least 3 material weaknesses.	5	%	0	%	0	%
​	​	​	​	​	​	​	​
Significant improvement (>10%) in the second survey on engagement and implementation of 3 initiatives addressing	Implementation initiative launched globally, functionally and at team level; second survey conducted in January 2025; engagement score decreased.	10	%	0	%	0	%
​	​	​	​	​		​	​
Develop and commit to a CTP that includes climate adaptation measures and measures beyond the value chain to achieve Scope 1, 2 & 3 Net-Zero by 2045	The project to conduct a climate risk assessment as a first important step to develop a CTP was paused due to cost savings related to the strategic prioritization in 2024. In parallel, measures to reduce Scope 1 & 2 emissions were implemented (e.g. increasing the share of green electricity, installation of a heat pump in Verona) and Evotec is well ahead of schedule to achieve the short-term Scope 1 & 2 targets for 2032.	5	%	0	%	0	%
​	​	​	​	​	​	​	​
Total target achievement	​	​	​	​		27.3	%

All values are in Euros.

​

​ 64

Table of Contents The target achievement for the bonus for the financial year 2025 was as follows:

​	​	​	​	​	​	​	​
​	​	​	​	​	​ ​ ​	Weighted
2025 targets	Result	Weighting	​ ​ ​	Achievement	​ ​ ​	Factor	​
Expand core business	​	50.0	%	​		​	​
​	​	​	​	​	​	​	​
Increase total revenue to 876m	Total revenue 2025: 788.4m	20.0	%	90.0	%	17.0	%
​	​	​	​	​	​	​	​
Achieving adjusted EBITDA of 51m	Adjusted EBITDA 2025: 41.1m	20.0	%	57.0*	%	0.0	%
​	​	​	​	​	​	​	​
Achieve break-even in operating cash flow, adjusted for non-recurring restructuring expenses	Cash flow from operating activities 2025: (9.2)m (2024: 18.2m)	10.0	%	(920.0)	%	0.0	%
​	​	​	​	​	​	​	​
Deliver Strategy Review and accelerate Transformation	​	30.0	%	​		​	​
​	​	​	​	​	​	​	​
Define, communicate and embed new vision, strategic direction and detailed planning	Corporate Strategy, Purpose, Vision, developed, aligned with and approved by SB Further detailing of Corporate Strategy by segment and functions and in implementation Communicated to entire company in April, all-sites roadshow to explain and engage with employees Understanding of strategy +7 pts in September Pulse Survey	10.0	%	80.0	%	7.0	%
​	​	​	​	​	​	​	​
Design and implement new operating model and organizational structure	New Operating Model communicated to SB in Q1 and entire org end of April New Organizational Structure defined and communicated for MB-1 in June 88% of Top-Level structure appointed by December 2025 MB-2 and below underway based on TOM, Org Design Principles (Span of Control, layers, etc.) and Horizon	10.0	%	80.0	%	7.0	%
​	​	​	​	​	​	​	​
Execute priority reset. Build operational excellence agenda including revised STI scheme, prioritizing sustainable performance and contributing to 2025 budget	Project Foundation (Priority Reset) cost out exceeded target (60m)STI payout modeling secured to ensure fairer distribution to lower grades in case of missed EBITDA Built culture of operational performance via new operating mechanisms (monthly business performance reviews, investment committees etc.)Assessed capacity & footprint optimization, developed detailed plan to deliver +100m savings	10.0	%	90.0	%	8.5	%
​	​	​	​	​	​	​	​
Sustainability	​	20.0	%	​		​	​
​	​	​	​	​	​	​	​
Define leadership competencies, assess top roles and incumbents, define individual development plans and establish a talent development strategy and roadmap aligned with the new strategy	Talent Development Strategy and roadmap defined and communicated in Q2 Leadership Competencies Framework for Evotec defined and shared with entire organization in Q4 Informal roll-out of leadership model with senior managers as of Jan 26	10.0	%	100.0	%	10.0	%
​	​	​	​	​	​	​	​
Start implementation of a unified culture framework reflecting values and behaviors that align to the new strategic vision	Culture/values workshops organized in Q4 with People Strategy volunteers Leadership behaviors derived from leadership competency framework rolled out to all Senior Leaders in Q4 and communicated to the organization in December Leadership competency framework embedded into Evotalks for 2026	5.0	%	100.0	%	5.0	%
​	​	​	​	​	​	​	​
Develop a Sustainability Strategy following the revised Corporate Strategy; conduct a check of the materiality assessment based on the revised Corporate Strategy	Materiality assessment check conducted Brodie Partners contracted to initiate Sustainability Strategy work (stakeholder interviews conducted in Q4) Head of Sustainability hired, start date February 2026	5.0	%	50.0	%	0.0	%
​	​	​	​	​	​	​	​
Total target achievement	​	​		​		54.5	%

All values are in Euros.

*The calculation of adjusted EBITDA performance is performed before taking variable compensation into account.

​ 65

Table of Contents Since the activity underlying the annual bonus for 2025 was fully performed in the financial year 2025, it is allocated to the remuneration granted and owed in the financial year 2025 within the meaning of Section 162 para. 1 sentence 2 no. 1 AktG and consequently reported in this remuneration report. In order to ensure a transparent and comprehensible presentation of the compensation granted to the members of the Management Board for a financial year, the annual bonus for the financial year 2024 is also voluntarily disclosed in this compensation report.

In view of the financial situation, the Management Board in office on December 31, 2024 waived its claims to a bonus for the financial year 2024. Pro rata bonuses for target achievement in 2024 were paid to the Management Board members who left during the year: Dr Mario Polywka and Dr Matthias Evers:

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Floor based on 0% target			​	Target based on 100% target			​	Cap based on maximum target			​	(Corresponds to	​	Bonus payment
​	​	achievement			​	achievement^1^			​	achievement^1^			​	total target	​	amount 2024^2^
​	​	​	​	in % of basic	​	​	​	in % of basic	​	​	​	in % of basic	​	achievement)	​	​	​	in % of basic
Executive Board member	​ ​ ​	in k €	​ ​ ​	salary	​ ​ ​	in k €	​ ​ ​	salary	​ ​ ​	in k €	​ ​ ​	salary	​ ​ ​	in %	​	in k €	​ ​ ​	salary	​
Dr. Christian Wojczewski^1,2^		—		0.0	%	1,575		175.0	%	2,363		150.0	%	0.0	%	​		0.0	%
Dr. Cord Dohrmann^1,2^		—		0.0	%	484		107.5	%	726		161.3	%	0.0	%	​		0.0	%
Laetitia Rouxel^1,2^		—		0.0	%	484		107.5		726		161.3	%	0	%	​		0.0	%
Aurélie Dalbiez^1,2^		—		0.0	%	484		107.5	%	726		161.3	%	0.0	%	​		0.0	%
Dr. Werner Lanthaler		—		0.0	%	600		100.0	%	900		150.0	%	0	%	​		0.0	%
Dr. Matthias Evers^3^		​		​		210		70.0	%	315		105.0	%	27.3	%	57		19.1	%
Dr. Craig Johnstone^2^		​		​		280		70.0	%	420		105.0	%	0	%	​		0.0	%
Dr. Mario Polywka^3^		​		​		306		100.0	%	459		150.0	%	27.3	%	84		27.3	%

​

For financial year 2025 the overall target achievement for the bonus was as follows:

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​			​	​	​	​	​	Payout factor 2025	​	​	​	​	****
​	​	Floor based on 0% target			​	Target based on 100% target			​	Cap based on maximum target			​	(corresponds to	​	Bonus payment			​
​	​	achievement			​	achievement			​	achievement			​	total target	​	amount 2025			****
​	​	​	​	in % of basic	​	​	​	in % of basic	​	​	​	in % of basic	​	achievement)	​	​	​	in % of basic	****
Executive Board member	​ ​ ​	in k €	​ ​ ​	salary	​ ​ ​	in k €	​ ​ ​	salary	​ ​ ​	in k €	​ ​ ​	salary	​ ​ ​	in %	​ ​ ​	in k €	​ ​ ​	salary	****
Dr. Christian Wojczewski^1^	​ ​ ​	—	​ ​ ​	0.0	%	1.575	​ ​ ​	175.0	%	2.363	​ ​ ​	262.5	%	54.5	%	858	​ ​ ​	95.4	%
Dr. Cord Dohrmann^1^		—		0.0	%	484		107.5	%	726		161.3	%	54.5	%	264	****	58.6	%
Paul Hitchin^1^		​		​		493		107.5	%	739		161.3	%	54.5	%	269	****	58.6	​
Aurélie Dalbiez^1^		—		0.0	%	484		107.5	%	726		161.3	%	54.5	%	264	****	58.6	​
Laetitia Rouxel^2^		—		0.0	%	484		107.5	%	726		161.3	%	—	%	—		—	%

^1^ Based on the remuneration system approved by the 2022 AGM, 60% of the bonus paid will be invested in shares, which must be held for at least three years.

^2^ Laetitia Rouxel received a pro-rata bonus based on the length of service in 2025 as part of the severance payment.

Long-term, multi-year variable remuneration

The Management Board members also receive long-term, multi-year remuneration in the form of their participation in various Company remuneration programs that extend over several years. There are two different share-based programs, with payments after a waiting period of four years. This incentivizes the individual Management Board members to contribute to the Company’s long-term, sustainable development and aligns their interests with those of shareholders. When the new Remuneration system 2022 took effect, the link to Company performance and sustainable Company growth described above was maintained, but the Restricted Share Plan 2020 is since 2022 no longer part of the long-term remuneration component.

Share Performance Plan 2022

In addition to their variable one-year remuneration, the Management Board members are entitled to an annual allocation of SPA in accordance with the Share Performance Plan 2022. The Share Performance Plan is a key step for supporting the interests of the Company shareholders and developing a modern, long-term remuneration model, which complies with the current GCGC at the time of its inception.

The number of SPA to be allocated is determined by dividing a fixed percentage of the Management Board member’s basic remuneration by the relevant market value of an SPA. By eliminating the Restricted Share Plan 2020 and redistributing part of it to the SPA, the remuneration system 2022 adopted at the AGM made it possible to change the target amount without increasing the total target remuneration. The target amount for the SPA is around 225% of basic salary for the CEO and around 163% for the other members of the Management Board.

The amount paid out for the SPA may not exceed 350% of the target amount when they are exercised (cap). 66

Table of Contents The following table shows the number of SPA awarded in financial year 2025:

​	​	​	​	​	​	​	​	​
​	​	Target amount for			​	Market value of one SPA at the	​	awarded in FY
​	​	performance shares (SPA)			​	award date	​	2024
​	​	​	​	% of basic	​	​	​	​
Executive Board member	​ ​ ​	in k €	​ ​ ​	salary	​ ​ ​	in €	​ ​ ​	units
Dr. Christian Wojczewski	​	2,025	​	225.0	%	9.83	​	206,002
Dr. Cord Dohrmann	​	731	​	162.5	​	9.83	​	74,390
Paul Hitchin	​	894	​	162.5	​	9.83	​	90,921
Aurélie Dalbiez	​	731	​	162.5	​	9.83	​	74,390

​

The Share Performance Plan 2022 is based on a prospective, multi-year measurement period. For each allocation of SPA there is a period of four consecutive calendar years in which certain performance indicators are measured (performance measurement period). The AGM 2022 set two equally weighted KPIs for long-term value creation: the relative total shareholder returns (“TSR”) and revenue growth. This is supplemented by performance against an additional ESG target (modifier).

The performance indicators are measured for each year of the performance measurement period. The performance in a given year is fixed for the remainder of the vesting period.

At the end of the vesting period there is a minimum target for each of the two KPI that has to be achieved before (some of) the SPA can be exercised, and a maximum target after which all the SPA for that KPI (100%) may be exercised. One SPA entitles the bearer to subscribe for a maximum of two whole shares in Evotec SE.

Relative TSR is an indicator for the return on an investment in Company shares compared with an investment in the TecDAX. Relative TSR measure the return on an equity investment over time, including dividends and changes in the share price (positive and negative), adjusted for any share issues or splits. 100% of the key performance indicator (“KPI”) TSR is achieved for a performance measurement period, i.e. four calendar years, when the TSR 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, is at least 20 percentage points higher than the average TSR of the companies listed in the German TecDAX index (or a comparable stock index) during the same period. The minimum target for the performance target TSR is achieved when the TSR for the shares of the Company matches the average TSR of the companies listed in the TecDAX. The maximum target, at which all the SPAs for the performance indicator TSR can be exercised at a ratio of 1:2, is achieved when the annual average TSR for the shares of the Company is at least 60 percentage points above the average TSR of the companies listed in the TecDAX during the respective performance period.

Relevant values of the TSR of the Company and of the average To of the companies listed in the TecDAX will be calculated based on the average TecDAX (Total Return Index) during the thirty (30) trading days at Frankfurt Stock exchange prior to the relevant date.

100% of the KPI “Group Revenue” is achieved (“Target Group Revenue”) when the cumulative growth in Group revenue of Evotec SE in the performance measurement period, i.e. four calendar years, corresponds to the cumulative growth in Group revenue of Evotec SE planned by the Management Board with the approval of the Supervisory Board on the basis of a mid-range plan. The Management Board, with the approval of the Supervisory Board, should generally prepare the mid-range plan for a five-year period every year, on the basis of a sustainable corporate development with demanding, relevant target parameters. The “performance measurement period” is the four-year period starting on January 1 of the year in which the individual tranche of the subscription rights is awarded. “Group Revenue” is the revenue in the consolidated income statement. Cumulative Group revenue, and so revenue growth, is calculated on the basis of the audited and approved consolidated financial statements (IFRS) of Evotec SE for the respective performance measurement period, less revenue from out licensed development programs. The minimum target for the performance indicator “Group Revenue” is achieved when the cumulative growth in Group revenue of Evotec SE in the performance measurement period is equal to or greater than 50% of the target Group revenue growth defined for the respective performance measurement period. The maximum target for the performance indicator “Group Revenue” is achieved when the cumulative growth in Group revenue of Evotec SE in the performance measurement period is equal to or greater than 150% of the target Group revenue growth defined for the respective performance measurement period. 67

Table of Contents By resolution of the AGM 2025 the performance target “Revenue growth” was replaced by the performance target “Growth in adjusted Group EBITDA”. In accordance with the strategy as modified in 2025, growth in adjusted Group EBITDA seems to be more relevant as a performance indicator than revenue growth. This supports and incentivizes the shift away from pure revenue growth towards sustainably profitable growth. Adjusted Group EBITDA is an indicator of actual operating performance and the Group’s actual profitability, as well as its cash flow generation capacity.

The performance target CAGR is 100% achieved (“Target growth in adjusted Group EBITDA”) when the average growth rate in adjusted Group EBITDA that has been set is achieved in the performance period taking compounding effects at Evotec SE into account. The performance period is four calendar years. Target growth in adjusted Group EBITDA is based on the average growth in adjusted Group EBITDA in the performance period planned by the Management Board with the approval of the Supervisory Board on the basis of a mid-range plan. The Management Board, with the approval of the Supervisory Board, should generally prepare the mid-range plan for a five-year period every year, on the basis of a sustainable corporate development with demanding, relevant target parameters. The “performance measurement period” is the four-year period starting on January 1 of the year in which the individual tranche of the subscription rights is awarded. Adjusted Group EBITDA is calculated in accordance with the EBITDA defined and published in the annual report. The minimum target for the performance target “Growth in adjusted Group EBITDA” is achieved when the average growth rate in adjusted Group EBITDA determined in the performance period, taking the compounding effect at Evotec SE into account, is equal to or greater than 50% of the target growth rate set for that performance period The maximum target for the performance target “Growth in adjusted Group EBITDA” is achieved when the average growth rate in adjusted Group EBITDA determined in the performance period, taking the compounding effect at Evotec SE into account, is equal to or greater than 150% of the target growth rate set for that performance period If the minimum target for the performance target “Growth in adjusted Group EBITDA” is only not achieved because of the recognized expenses for the Share Performance Plan, these expenses are to be ignored until the minimum target is achieved when the definitive EBITDA amount is calculated for the respective performance period for Group EBITDA.

The SPAs awarded in the financial year were issued before the AGM and accordingly with the performance targets defined in 2022: “Revenue growth” and “Total shareholder return”.

The ESG modifier is a figure for measuring long-term research spending on socially relevant illnesses (e.g., infectious diseases or women’s health). The ESG modifier distinguishes between complete (modifier: 1.0) and incomplete target achievement (modifier: 0.9) and is multiplied by the sum of target achievement in the two performance indicators TSR and “Group revenue”. The Supervisory Board is authorized to determine the level of target achievement. The ESG target cannot be achieved by more than 100%.

If the minimum target for any performance indicator is not achieved, the corresponding number of SPA expires. If the target is exactly achieved (100% target achievement) the corresponding number of SPA are converted into the same number of subscription rights to shares in Evotec SE at the end of the performance period. If the maximum target is achieved (200% target achievement) the corresponding number of SPA are converted into twice the number of subscription rights to shares in Evotec SE at the end of the performance period. Between these figures the values are interpolated on a linear basis. 68

Table of Contents Until the performance targets were modified by resolution of the AGM 2025, the SPA 2022 worked as follows:

The payout curves of the performance indicators revenue growth and relative TSR out performance are shown below:

69

Table of Contents At the AGM 2025 the performance target “Revenue growth” was simply replaced by the performance target “Growth in adjusted Group EBITDA”. The payment curves and other aspects remain unchanged. The first grants with the new performance targets will be awarded in financial year 2026.

The right to exercise the subscription rights resulting from converting the SPA only vests at the end of the performance period. At the end of the four-year performance period for the SPA the target achievement is measured for the two performance indicators, the corresponding number of subscription rights is calculated and fixed. There is no dividend equivalent.

Share Performance Plan 2017

The Share Performance Plan 2017 is based on a prospective, multi-year measurement period. For each allocation of SPA there is a period of four consecutive calendar years in which certain performance indicators are measured (performance measurement period). The AGM 2017 set two equally weighted KPI for long-term value creation: the share price and the relative TSR. Relative TSR is an indicator for the return on an investment in Company shares compared with an investment in the TecDAX. Relative TSR measure the return on an equity investment over time, including dividends and changes in the share price (positive and negative), adjusted for any share issues or splits. The performance indicators are measured for each year of the performance measurement period. The performance in a given year is fixed for the remainder of the vesting period.

At the end of the vesting period there is a minimum target for each of the two KPI that has to be achieved before (some of) the SPA can be exercised, and a maximum target after which all the SPA for that KPI (100%) may be exercised. One SPA entitles the bearer to subscribe for a maximum of two whole shares in Evotec SE.

The target for the share price increase in a calendar year is achieved exactly (100%) if the average price of the Evotec share in the closing auction of XETRA trading (or a successor system) on the last 30 trading days at the Frankfurt Stock Exchange in the relevant performance period, i.e. the calendar year (“closing price”) is more than 8% higher than the average price of the Evotec share in the closing auction of XETRA trading (or a successor system) on the last 30 trading days before the start of the relevant performance period (“opening price”). The minimum target is achieved if the closing price is the same as the opening price (0% target achievement). The maximum target is achieved in a calendar year if the closing price is 16% or more above the opening price (200% target achievement).

The KPI relative TSR 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. The target for TSR is achieved exactly in a calendar year (100%) if the return on the Evotec share matches the average return on the shares of the companies listed in the TecDAX over the same period. The return on the Evotec share is determined on the basis of the closing price and the dividend per share paid in that year (adjusted for any equity issues and share-splits) in relation to the opening price:

The relevant values of the average relative TSR of the companies listed in the TecDAX will be calculated and based on the average TecDAX -(Total Return Index) during the thirty (30) trading days at Frankfurt Stock Exchange prior to the relevant date. The return is therefore based on the relation between the average TecDAX value in the closing auction of XETRA trading (or a successor system) in the last 30 trading days of the relevant performance period, i.e. the calendar year (“final value”) and the average TecDAX value in the closing auction of XETRA trading (or a successor system) on the last 30 trading days before the start of the relevant performance period (“starting value”). 70

Table of Contents The minimum target is achieved (0% target achievement) if the return on the Evotec share is less than 10% below the average TSR for the companies in the TecDAX in the relevant performance period (i.e. in each calendar year). The maximum target is achieved (200% target achievement) if the return on the Evotec share is at least 10% higher than the average total TSR for the companies in the TecDAX in the relevant performance period.

If the minimum target for one performance indicator is not achieved in a calendar year, the corresponding number of SPA (12.5% of the SPA granted at the start of the performance period) are forfeit. If the target is exactly achieved (100% target achievement) the corresponding number of SPA are converted into the same number of subscription rights to shares in Evotec SE at the end of the performance period. If the maximum target is achieved (200% target achievement) the corresponding number of SPA are converted into twice the number of subscription rights to shares in Evotec SE at the end of the performance period. Between these figures the values are interpolated on a linear basis.

The Share Performance Plan 2017 works as follows:

71

Table of Contents The payment curves for the KPI absolute share price performance and relative TSR are shown below:

The right to exercise the subscription rights resulting from converting the SPA only vests at the end of the performance period. At the end of each of the four performance periods (i.e. each calendar year) for the SPAs the target achievement is measured for the two performance indicators in the relevant calendar year, the corresponding number of subscription rights are calculated and provisionally fixed. At the end of all four performance periods, i.e. the four calendar years of an award, the subscription rights calculated for each year are added to obtain the total number of subscription rights. There is no dividend equivalent.

SPAs from the 2021 grant became exercisable in 2025. The following table shows the target achievement for the individual performance criteria per year and in aggregate:

​	​	​	​	​	​	​	​	​	​	​	​
​	​	Target achievement	​	Target achievement	​	Target achievement	​	Target achievement	​	Target achievement	​
​	​	2021	​	2022	​	2023	​	2024	​	​	​
​	​ ​ ​	(in %)	​ ​ ​	(in %)	​ ​ ​	(in %)	​ ​ ​	(in %)	​ ​ ​	(in %)	​ ​ ​
Relative share price performance	​	200	%	—	%	200	%	—	%	100	%
Relative TSR		200	%	—	%	200	%	—	%	100	%

​ 72

Table of Contents The target achievement reached in 2025 relevant for the 2022 grant exercisable in 2026 was 0% for both performance indicators. In accordance with the relevant Share Performance Plan 2017, both KPIs, the absolute share price performance and the relative TSR compared to the TecDAX, are based on publicly available information. For the sake of simplicity, the actual target achievement as well as the absolute targets and the target achievement per KPI are shown below:

​	​	​	​	​	​	​	​
​	​ ​ ​	2021	​ ​ ​	​ ​ ​	​ ​ ​	​ ​ ​2022
KPI “Share Price”	​	​	​	KPI “Share Price”	​	​
Average last 30 trading days 2020		26.713		Average last 30 trading days 2021		41.558	​
Average last 30 trading days 2021		41.558		Average last 30 trading days 2022		16.125	​
Increase		55.57	%	Increase		(61.20)	%
KPI “Share Price” achievement	****	200.0	%	KPI “Share Price” achievement	****	0.0	%
KPI “TSR”		​		KPI “TSR”		​	​
Evotec TSR 2021 vs. 2020		55.57	%	Evotec TSR 2022 vs. 2021		(61.20)	%
TecDAX TSR 2021 vs. 2020		23.74	%	TecDAX TSR 2022 vs. 2021		(21.54)	%
Relative TSR Evotec vs. TecDAX		31.84	%	Relative TSR Evotec vs. TecDAX		(39.66)	%
KPI “TSR” achievement	****	200.0	%	KPI “TSR” achievement	****	0.0	%
Overall performance achievement	****	200.0	%	Overall performance achievement	****	0.0	%

​

​	​	​	​	​	​	​	​
​	​ ​ ​	2023	​ ​ ​	​ ​ ​	​ ​ ​	2024	****
KPI “Share Price”	​	​	​	KPI “Share Price”	​	​
Average last 30 trading days 2022		16.125		Average last 30 trading days 2023		19.382	​
Average last 30 trading days 2023		19.382		Average last 30 trading days 2024		8.942	​
Increase		20.20	%	Increase		(53.87)	%
KPI “Share Price” achievement	****	200.0	%	KPI “Share Price” achievement	****	0.0	%
KPI “TSR”		​		KPI “TSR”		​	​
Evotec TSR 2023 vs. 2022		20.20	%	Evotec TSR 2024 vs. 2023		(53.87)	%
TecDAX TSR 2023 vs. 2022		6.82	%	TecDAX TSR 2024 vs. 2023		6.54	%
Relative TSR Evotec vs. TecDAX		13.38	%	Relative TSR Evotec vs. TecDAX		(60.41)	%
KPI “TSR” achievement	****	200.0	%	KPI “TSR” achievement	****	0.0	%
Overall performance achievement	****	200.0	%	Overall performance achievement	****	0.0	%

​

​	​	​	​
​	​ ​ ​	2025	​
KPI “Share Price”		​	​
Average last 30 trading days 2024		8.942	​
Average last 30 trading days 2025		5.359	​
Increase		(40.07)	%
KPI “Share Price” achievement	****	0.0	%
​	​	​	​
KPI “TSR”		​	​
Evotec TSR 2025 vs. 2024		(40.07)	%
TecDAX TSR 2025 vs. 2024		2.79	%
Relative TSR Evotec vs. TecDAX		(42.86)	%
KPI “TSR” achievement	****	0.0	%
Overall performance achievement	****	0.0	%

​

The final number of SPAs from the 2021 grant exercisable in 2025 is shown in the following table for each Executive Board member:

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	Target achievement rel.	​ ​ ​	​	​	Number of SPA in 2021	​	Number of SPA from 2021
​	​	​	​	Number of SPA awarded	​	share	​	Target achievement	​	tranche based on target	​	tranche actually exercised
Executive Board member	​ ​ ​	Function	​ ​ ​	from 2021 tranche	​ ​ ​	price performance (in %)	​	Relative TSR (in %)	​ ​ ​	achievement	​ ​ ​	(subject to remuneration cap)
Dr. Cord Dohrmann		CSO		11,105	​	100	%	100	%	11,104	​	11,104
Dr. Craig Johnstone^1^		COO		9,439	​	100	%	100	%	9,438	​	9,438
Enno Spillner^1^		CFO		8,884	​	100	%	100	%	5,554	​	5,554

^1^ Craig Johnstone left in 2024 and Enno Spillner in 2023

​

One SPA corresponds to one Evotec share, which at the time of exercise in January 2025 was trading at about € 6.50/share. 73

Table of Contents Restricted Share Plan 2020

In the event of unusual circumstances, relating above all to competition, the Supervisory Board could at its professional discretion and having determined that it is appropriate, grant additional Restricted Share Awards if this was expected to have a positive influence on the long-term performance of the Evotec Group. The Supervisory Board determines the target amount of Restricted Share Awards in the individual case. The amount of the Restricted Share Awards may not exceed 400% of the target amount (cap).

Active discussions with shareholders gave the Supervisory Board to understand that the Restricted Share Plan 2020 and the Supervisory Board discretion that this implies are viewed critically. It therefore decided no longer to issue this remuneration component when the new remuneration system takes effect after the AGM 2022. No Restricted Share Awards were made as a result in 2025.

The Restricted Share Plan defines for each award a performance period of four consecutive calendar years in which the performance is measured. The AGM 2020 defined Adjusted EBITDA as the performance indicator. The performance indicator is measured for each year in the performance period. The performance in a given year is fixed for the remainder of the lock-up period.

To measure performance, Adjusted EBITDA is calculated for each year of the performance period and compared with the Adjusted EBITDA forecast for the financial year in the first quarter of that year. The forecast and the actual financial ratio for the previous year are published in the annual report.

The KPI for the respective year is achieved when Adjusted EBITDA corresponds to or exceeds forecast Adjusted EBITDA. The minimum target is achieved when Adjusted EBITDA corresponds to or exceeds 75% of forecast Adjusted EBITDA.

If the minimum target is not achieved in a financial year, 25% of the Restricted Share Awards are forfeit. If the target is achieved in a financial year, 25% of the Restricted Share Awards are converted into subscription rights, each for one share in Evotec SE. If the minimum target is achieved exactly in a financial year, 12.5% of the Restricted Share Awards are converted into subscription rights, each for one share in Evotec SE. If the minimum target is achieved in a financial year, but not the target, between 12.5% and 25% of the Restricted Share Awards, depending on the actual target achievement, are converted into subscription rights, each for one share in Evotec SE. There is no dividend equivalent.

For the Management Board members who were granted Restricted Share Awards for the last time in 2022 the Supervisory Board defined other performance criteria, covering revenue growth by the Evotec Group, the number of partnered projects, the implementation of an ESG strategy and long-term organizational development. For competition reasons these are only published retrospectively after the performance period has come to an end. 74

Table of Contents The Restricted Share Plan 2020 works as follows:

75

Table of Contents The payment curve for the KPI adjusted EBITDA is as follows:

No Restricted Share Awards were granted to Management Board members in 2025. However, there are still Restricted Share Awards granted in the past, before the remuneration system 2022 took effect, which were exercisable in 2025 and will be exercisable in 2026.

​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	Number of SPA in 2021	​	Number of SPA from
​	​	​	​	Number of RSP awarded	​	Target achievement adj.	​	tranche based on target	​	2020 tranche actually
Executive Board member	​ ​ ​	Function	​ ​ ​	from 05-2021 tranche	​ ​ ​	EBITDA (in %)	​ ​ ​	achievement	​ ​ ​	exercised*
Dr. Cord Dohrmann	​	CSO	​	29,851	​	41.8	%	12,462	​	12,462

​

​	​	​	​	​	​	​	​	​	​	​	​
​	****	Target achievement 2021	****	“Target achievement	****	Target achievement 2023	****	Target achievement 2024	****	Total target achievement	​
​	​ ​ ​	(in %)	​ ​ ​	2022 (in %)”	​ ​ ​	(in %)	​ ​ ​	(in %)	​ ​ ​	(in %)	​
Adjusted EBITDA		87	%	80	%	0	%	0	%	41.8	%

*Not yet exercised due to one year exercising period Automatic exercise 05-2026. 76

Table of Contents Outlook for variable remuneration

One intention of the remuneration system to be presented to the AGM in 2026 is to reduce the target amount for short-term and long-term variable remuneration for all Management Board members when they sign new contracts after the remuneration system 2026 takes effect. At the same time the intention is to weigh the financial targets higher, with a total of 80%, and the strategic targets with 20%. A modifier of 0.8 to 1.2 will also be introduced, which the Supervisory Board will define annually as another individual or collective target for the Management Board members. The obligation to invest 60% of the short-term remuneration in Company shares over the long term and hold them for three years is to be abolished. However, the obligation to hold shares in Evotec SE while they are Management Board members will remain, in order to align the interests of the Management Board members with those of shareholders. The CEO will undertake to invest 200% of gross basic salary in Evotec shares and the other Management Board members to invest 100% of their respective gross basic salary. The performance targets for the long-term variable remuneration in the form of the Share Performance Plan remain Growth in Group EBITDA and Total shareholder return, whereby Total shareholder return will not be measured in relation to the TecDAX, but to a suitably defined international peer group. The ESG modifier in the Share Performance Plan with a range of 0.8 to 1.2 will also be given greater weighting. The performance period is to be changed from four years to three years with an extra year waiting period. The reason for the changes is to align the remuneration system with international market standards, to ensure that Evotec is not at a competitive disadvantage in the search for international top talents.

Other remuneration rules

Benefits promised or granted by third parties

No benefits were promised or granted to a Management Board member by any third party concerning their work as a Management Board member.

Penalty and claw back rules

If necessary, the Supervisory Board may withhold (penalty clause) or retract (claw back) variable remuneration components if a Management Board member is in serious breach of their obligations, particularly their compliance obligations. The current employment contracts of all Management Board members include such claw back provisions.

The Company did not make use of its right to withhold or retract variable remuneration in financial year 2025.

Severance payments

Payments to a Management Board member if the service contract is terminated prematurely, without there being an important reason for the termination, are limited to two annual salaries and may not exceed the annual remuneration for the remainder of the service contract (cap on severance pay). No payments are made to the Management Board member if the employment contract is terminated for an important reason for which the Management Board member is responsible. The annual remuneration used to calculate the severance payment is the basic salary plus target bonus

The Company made use of this right in 2025 and when it terminated the contract with Management Board member Laetitia Rouxel ahead of schedule, provided her a severance payment of around €1,506,000 in total to settle her annual remuneration for the remainder of the contract term, outstanding bonus payments for the financial year 2025, existing claims under the Share Performance Awards and contractually agreed employer contributions to the Swiss social security system.

Change of control

To the extent that their tasks and responsibilities change as a result of the change of control, Management Board members have the exceptional right to terminate their employment contract if a shareholder or third party acquires at least 30% of the shares in Evotec SE. The termination right may be exercised, giving three months’ notice, at any time within twelve months of the change of control. At the end of the notice period the Company is no longer obliged to pay any remuneration benefits, with the exception of a one-off severance payment of 18 months’ salary for the Management Board member concerned, made up of basic pay and the monetary value of any ancillary benefits. 77

Table of Contents If a change of control takes place during the vesting period for the SPA, the allocations to all participants made as part of the Share Performance Plan 2017 are irrevocably transferred and fully settled in cash up to certain limits. In the Share Performance Plan 2022 the threshold for a change of control that triggers the irrevocable transfer and payment of the SPA was raised from 30% to >50%. It was also determined that this irrevocable transfer and settlement only takes place if the Management Board member concerned exercises their exceptional right to terminate their contract because their tasks and responsibilities have been significantly altered as a result of the change of control.

If a change of control takes place during the vesting period for the RSA, the allocations made as part of the Restricted Share Plan 2020 are settled immediately in cash when they fall due, subject to certain restrictions. The settlement amount is to be calculated based on the notional number of exercisable subscription rights and subject to the applicable cap. It should assume that the targets for the respective KPI have been achieved for those years for which no definitive assessment has been made at this time.

Non-competition clause

Non-competition clauses have been agreed with the Management Board members for the time after their departure. In return, Evotec SE will make compensation payments for a period of twelve months after the end of the employment contract, unless the company waives the non-competition clause by resolution of the Supervisory Board. Evotec SE pays compensation for twelve months after the employment contract comes to an end. The compensation payments comprise 50% of direct remuneration paid (basic salary and variable remuneration) in the year before the employment contract ended and are paid in equal monthly installments. However, any severance payments will be fully offset.

Maximum remuneration

The maximum remuneration defined in the remuneration system 2022 applies to all the members of the Management Board whose contract was signed or renewed before the remuneration system 2022 came into effect at the AGM 2022. The annual maximum remuneration within the meaning of Section 87a para. 1 sentence 2 no 1 AktG for contracts signed after the effective date of the remuneration system 2022 is:

​	​	​
​	​ ​ ​	Maximum remuneration +for years in which no
Function	​	RSA's are granted (in € k)
CEO	****	7,050
Member of the Executive Board	****	3,400

​

The relevant cap was not exceeded in the reporting year.

Share Ownership Guideline

The remuneration system 2022 obliges the Management Board members to hold shares in Evotec SE for the duration of their appointment to the Management Board, whereby this obligation must first be met no later than five years after they were first appointed to the Management Board (“build-up phase”). The share ownership program is intended to incentivize Management Board members to increase enterprise value in the interests of shareholders. The amount to be invested depends on the gross basic salary of the respective Management Board member. The CEO undertakes to invest 300% of their gross basic salary in Evotec shares and the other ordinary Management Board members invest 100% of their respective gross basic salary.

The Management Board members reported the following shareholdings as of December 31, 2025.

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​ ​ ​	​	​ ​ ​	(thereof, restricted	​ ​ ​	Outstanding Shares	​ ​ ​	Granted unvested	​ ​ ​	Outstanding Shares	​ ​ ​	Granted unvested
​	​	Shares	​	Shares from STI Payout)	​	from vested SPA's	​	SPA's (total)	​	from vested RSA's	​	RSA's (total)
Management Board	​	​	​	​	​	​	​	​	​	​	​	​
Dr. Christian Wojczewski	​	100,000	​	—	​	—	​	206,002	​	—	​	—
Dr. Cord Dohrmann		141,084		10.679		—		166,202		—		29,851
Aurélie Dalbiez	​	9,500	​	—	​	—	​	74,390	​	—	​	—
Paul Hitchin	​	12,500	​	—	​	—	​	90,921	​	—	​	—

​

Dr. Christian Wojczewski, Paul Hitchin and Aurélie Dalbiez are still in the so-called build up phase. 78

Table of Contents Target remuneration of current Management Board members for financial year 2025

The following table shows the target remuneration of Management Board members for financial year 2025, and on a voluntary basis for financial year 2024. This comprises the agreed target remuneration for the respective financial year, of which 100% is paid if the targets are achieved. If the appointment as a member of the Management Board begins or ends during a financial year, the remuneration is stated pro rata temporis.

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​ ​ ​	​	​	​	​	Dr. Christian Wojczewski							​ ​ ​	Dr. Cord Dohrmann							****
​	​	​	​	​	​	CEO							​	CSO							****
​	​	​	​	​	​	2025			​	2024			​	2025			​	2024			****
​	​ ​ ​	​	**** ​ ​	​	​ ​ ​	​	​ ​ ​	in %	​ ​ ​	​	​ ​ ​	in %	​ ​ ​	​	​ ​ ​	in %	​ ​ ​	​	​ ​ ​	in %	​
​	​	​	​	​	​	in k €	​	Total	​	in k €	​	Total	​	in k €	​	Total	​	in k €	​	Total	​
Non-performance-related remuneration		​		Basic salary		900	​	17.2	%	450	​	24.2	%	450	​	26.3	%	450	​	26.2	%
​	****	+		Ancillary benefits		240	​	4.6	%	120	​	6.5	%	50	​	2.9	%	50	​	2.9	%
​	​	+	​	Compensation payments	​	500	​	9.5	%	500	​	26.9	%	—	​	0.0	%	—	​	0.0	%
​	****	=	****	Total	****	1,640	**** ​	31.3	%	1,070	**** ​	57.6	%	500	**** ​	29.2	%	500	**** ​	29.2	%
​	****	​	****	Short-term, one-year		​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Performance-related	​	+	​	remuneration (STI)	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Remuneration		​		Bonus		1,575	​	30.1	%	788	​	42.4	%	483	​	28.2	%	484	​	28.2	%
​	****	​	****	Long-term, multi-year	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	+	​	remuneration (LTI)	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​		​		Restricted Share Plan 2020		—	​	0.0	%	—	​	0.0	%	—	​	0.0	%	—	​	0.0	%
​		​		Share Performance Plan 2017 / 2022		2,025	​	38.6	%	—	​	0.0	%	731	​	42.7	%	731	​	42.6	%
​	****	=	****	Total target remuneration	****	5,240	**** ​	100.0	%	1,858	**** ​	100.0	%	1,714	**** ​	100.0	%	1,715	**** ​	100.0	%

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	Laetitia Rouxel							​	Paul Hitchin							****
​	​	​	​	​	​	CFO (until 03/2025)							​	CFO (since 03/2025)							****
​	​	​	​	​	​	2025			​	2024			​	2025			​	2024			****
​	​	​	​	​	​	​	​	in %	​	​	​	in %	​	​	​	in %	​	​	​	in %	****
​	​	​	​	​	​	in k €	​	Total	​	in k €	​	Total	​	in k €	​	Total	​	in k €	​	Total	​
Non-performance-related remuneration	​ ​ ​	​	​ ​ ​	Basic salary	​ ​ ​	113	​	6.9	%	450	​	19.9	%	458	​	20.2	%	—	​	—	%
​		+		Ancillary benefits		25	​	1.5	%	297	​	13.1	%	120	​	5.3	%	—	​	—	%
​	​	+	​	Compensation payments	​	1,506	​	91.6	​	300	​	13.3	%	300	​	13.3	​	​	​	​	​
​	****	=	****	Total	****	1,644	**** ​	100.0	%	1,047	**** ​	46.3	%	878	**** ​	38.8	%	—	**** ​	—	%
​	****	​	****	Short-term, one-year		​	​	​	​	—	​	—	​	​	​	​	​	—	​	—	​
Performance-related	​	+	​	remuneration (STI)	​	​	​	​	​	—	​	—	​	​	​	​	​	—	​	—	​
Remuneration		​		Bonus		—	​	0.0	%	484	​	21.4	%	492	​	21.7	%	—	​	—	%
​	****	​	****	Long-term, multi-year	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	+	​	remuneration (LTI)	​	​	​	​	​	—	​	—	​	​	​	​	​	—	​	—	​
​		​		Restricted Share Plan 2020		—	​	0.0	%	—	​	—	%	—	​	0.0	%	—	​	—	%
​		​		Share Performance Plan 2017 / 2022		—	​	0.0	%	731	​	32.3	%	894	​	39.5	%	—	​	—	%
​	****	=	****	Total target remuneration	​	1,644	**** ​	100.0	%	2,262	**** ​	100.0	%	2,264	**** ​	100.0	%	—	**** ​	—	%

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	Aurélie Dalbiez							​
​	​	​	​	​	​	CPO							​
​	​	​	​	​	​	2025			​	2024			​
​	​	​	​	​	​	​	​	in %	​	​	​	in %	​
​	​	​	​	​	​	in k €	​	Total	​	in k €	​	Total	​
Non-performance-related remuneration	​ ​ ​	​	​ ​ ​	Basic salary	​ ​ ​	450	​	23.6	%	244	​	33.3	%
​		+		Ancillary benefits		95	​	5.0	%	75	​	10.2	%
​	​	+	​	Compensation payments	​	150	​	7.9	%	150	​	20.5	%
​	****	=	****	Total	****	695	**** ​	36.4	%	469	**** ​	64.0	%
​	****	​	****	Short-term, one-year		​	​	​	​	​	​	​	​
Performance-related	​	+	​	remuneration (STI)	​	​	​	​	​	​	​	​	​
Remuneration		​		Bonus		483	​	25.3	%	263	​	36.0	%
​	****	​	****	Long-term, multi-year	​	​	​	​	​	​	​	​	​
​	​	+	​	remuneration (LTI)	​	​	​	​	​	​	​	​	​
​		​		Restricted Share Plan 2020		—	​	0.0	%	—	​	0.0	%
​		​		Share Performance Plan 2017 / 2022		731	​	38.3	%	—	​	0.0	%
​	****	=	****	Total target remuneration	​	1,909	​	100.0	%	732	**** ​	100.0	%

​ 79

Table of Contents Remuneration awarded and owed to current Management Board members in the financial year pursuant to Section 162 AktG

The following tables show the fixed and variable remuneration components awarded and owed to the Management Board members in 2024 and 2025 in accordance with Section 162 (1) sentence 2 no. 1 AktG. Since the work for the annual bonus 2025 was completed in full in financial year 2025, it is attributed to the remuneration awarded and owed in 2025 and so included in this remuneration report.

In addition to the amount of remuneration, the individual fixed and variable remuneration components are shown as a proportion of total remuneration in accordance with Section 162 (1) sentence 2 no. 1 AktG. The proportions are based on the remuneration components awarded and owed in the respective financial year, in accordance with Section 162 (1) sentence 1 AktG.

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	Dr. Christian Wojczewski							****	Dr. Cord Dohrmann							​
​	​	​	​	​	​	CEO							****	CSO							​
​	​	​	​	​	​	2025			​	2024			****	2025			​	2024			​
​	​	​	​	​	​	​	​	in %	​	​	​	in %	****	​	​	in %	​	​	​	in %	****
​	​	​	​	​	​	in k €	​	Total	​	in k €	​	Total	****	in k €	​	Total	​	in k €	​	Total	****
Non-performance-related remuneration	​ ​ ​	​	​ ​ ​	Basic remuneration for the FY	​ ​ ​	900	​	19.9	%	450	​	42.1	%	450	​	30.1	%	450	​	36.6	%
​		+		Ancillary benefits for the FY		240	​	5.3	%	120	​	11.2	%	50	​	3.3	%	50	​	4.1	%
​	​	+	​	Compensation payments	​	500	​	11.1	%	500	​	46.7	%	—	​	0.0	%	—	​	0.0	%
​	****	=	****	Total	****	1,640	**** ​	36.3	%	1,070	**** ​	100.0	%	500	**** ​	33.5	%	500	**** ​	40.6	%
Performance-related remuneration	****	+	****	Short-term, one-year remuneration (STI)		​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​		+		Bonus for the FY		858	​	19.0	%	—	​	—	%	263	​	17.6	%	—	​	0.0	%
​	****	+	****	Long-term, multi-year remuneration (LTI)	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​		​		Restricted Share Plan 2020		—	​	0.0	%	—	​	0.0	%	—	​	0.0	%	—	​	0.0	%
​		​		Share Performance Plan 2017 / 2022		2,025	​	44.8	%	—	​	0.0	%	731	​	48.9	%	731	​	59.4	%
​	****	=	****	Total remuneration as defined in Sec. 162 AktG	​	4,523	​	100.0	%	1,070	​	100.0	%	1,494	​	100.0	%	1,231	​	100.0	%

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	Laetitia Rouxel							​	Paul Hitchin
​	​	​	​	​	​	CFO (until 03/2025)							​	CFO (since 03/2025)
​	​	​	​	​	​	2025			​	2024			​	2025			​	2024
​	​	​	​	​	​	​	​	in %	​	​	​	in %	​	​	​	in %	​	​	​	in %
​	​	​	​	​	​ ​ ​	in k €	​ ​ ​	Total	​ ​ ​	in k €	​ ​ ​	Total	​ ​ ​	in k €	​ ​ ​	Total	​ ​ ​	in k €	​ ​ ​	Total	​
Non-performance-related remuneration	​ ​ ​	​	​ ​ ​	Basic remuneration for the FY	​	113	​	6.8	%	450	​	25.3	%	458	​	22.5	%	—	​	—	%
​		+		Ancillary benefits for the FY		25	​	1.5	%	297	​	16.7	%	120	​	5.9	%	—	​	—	%
​	​	+	​	Compensation payments	​	1,506	​	91.6	%	300	​	16.9	%	300	​	14.7	%	—	​	—	%
​	****	=	****	Total	****	1,644	**** ​	100.0	%	1,047	**** ​	58.9	%	878	**** ​	43.1	%	—	**** ​	—	%
Performance-related remuneration	****	+	****	Short-term, one-year remuneration (STI)		​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​		+		Bonus for the FY		—	​	0.0	%	—	​	—	%	268	​	13.1	%	—	​	—	%
​	****	+	****	Long-term, multi-year remuneration (LTI)	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​		​		Restricted Share Plan 2020		—	​	0.0	%	—	​	—	%	—	​	0.0	%	—	​	—	%
​		​		Share Performance Plan 2017 / 2022		—	​	0.0	%	731	​	41.1	%	894	​	43.8	%	—	​	—	%
​	****	=	****	Total remuneration as defined in Sec. 162 AktG	​	1,644	​	100.0	%	1,778	​	100.0	%	2,040	​	100.0	%	—	​	—	%

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	Aurélie Dalbiez							​
​	​	​	​	​	​	CPO							​
​	​	​	​	​	​ ​ ​	2025			​ ​ ​	2024			​ ​ ​
​	​	​	​	​	​	​	​	in %	​	​	​	in %	​
​	​	​	​	​	​ ​ ​	in k €	​ ​ ​	Total	​ ​ ​	in k €	​ ​ ​	Total	​ ​ ​
Non-performance-related remuneration	​ ​ ​	​	​ ​ ​	Basic remuneration for the FY	​ ​ ​	450	​	26.6	%	244	​	52.0	%
​		+		Ancillary benefits for the FY		95	​	5.6	%	75	​	16.0	%
​	​	​	​	Compensation payments	​	150	​	8.9	%	150	​	32.0	%
​	****	=	****	Total	****	695	**** ​	41.1	%	469	**** ​	100.0	%
Performance-related remuneration	****	+	****	Short-term, one-year remuneration (STI)		​	​	​	​	​	​	​	​
​		+		Bonus for the FY		263	​	15.6	%	—	​	0.0	%
​	****	+	****	Long-term, multi-year remuneration (LTI)	​	​	​	​	​	​	​	​	​
​		​		Restricted Share Plan 2020		—	​	0.0	%	—	​	0.0	%
​		​		Share Performance Plan 2017 / 2022		731	​	43.3	%	—	​	0.0	%
​	****	=	****	Total remuneration as defined in Sec. 162 AktG	​	1,689	**** ​	100.0	%	469	**** ​	100.0	%

​

As a rule, the cost of the Management Board members’ work is allocated appropriately to the Group companies.

In the financial year 2025, Laetitia Rouxel (CFO) received a severance payment of a total of around € 1,506,000.

Dr. Christian Wojczewski received a sign-on bonus of €500,000 in financial year 2024, which was paid in July 2024, in compensation for lost earnings and commitments from his previous work. Another tranche of the same amount was paid in July 2025.

Aurélie Dalbiez already received a sign-on bonus of €150,000 in the financial year 2024, as compensation for lost earnings and promises made to her by her previous employer, which was paid out in July 2024. A further tranche of the same amount was paid out in July 2025. 80

Table of Contents Paul Hitchin received a sign-on bonus of €300,000 in financial year 2025, which was paid in March 2025, in compensation for lost earnings and commitments from his previous work. Another tranche of the same amount will be due for payment in March 2026.

Remuneration awarded and owed to former Management Board members in the 2025 financial year pursuant to Section 162 AktG

In the financial year 2025, Laetitia Rouxel (CFO) left the Management Board. When the contract with Management Board member Laetitia Rouxel was terminated ahead of schedule the Company made her a severance payment of a total of around €1,506,000 in total to settle her annual remuneration for the remainder of the contract term, outstanding bonus payments for the financial year 2025, existing claims under the Share Performance Awards and contractually agreed payments to the Swiss social security system.

Remuneration awarded and owed to current Supervisory Board members in the 2025 financial year pursuant to Section 162 AktG

The members of the Evotec Supervisory Board are entitled to a fixed salary and the reimbursement of out-of-pocket expenses in accordance with Article 13 para 1 of Evotec SE’s Articles of Association. In accordance with the recommendations of the GCGC, the positions of Chair and Vice-Chair of the Supervisory Board and the positions of Chair or member of a committee are taken into account when setting the remuneration of the individual members. For example, following the approval of the adjusted remuneration system for the Supervisory Board by the AGM in 2022, each member of the Supervisory Board will receive fixed remuneration in the amount of €65,000.  The Chair receives € 125,000 and the Vice-Chair €105,000. Members of Supervisory Board committees receive €15,000 per committee, and the committee Chair receives €30,000.

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​ ​ ​	​ ​ ​	​ ​ ​	Basic salary			​ ​ ​	Committee salary			​ ​ ​	Total remuneration
​	​	​	​	​	​	in %	​	​	​	in %	​	​
​	​	​	​	in €	​	Total	​	in €	​	Total	​	in €
Prof. Dr. Iris Löw-Friedrich		2025		125,000	​	80.6	%	30,000	​	19.4	%	155,000
(since 06/2014)		2024		125,000	​	80.6	%	30,000	​	19.4	%	155,000
Roland Sackers		2025		105,000	​	70.0	%	45,000	​	30.0	%	150,000
(since 06/2019)		2024		105,000	​	70.0	%	45,000	​	30.0	%	150,000
Dr. Constanze Ulmer-Eilfort		2025		65,000	​	59.1	%	45,000	​	40.9	%	110,000
(since 06/2021)		2024		65,000	​	59.1	%	45,000	​	40.9	%	110,000
Camilla Macapili Languille		2025		65,000	​	68.4	%	30,000	​	31.6	%	95,000
(since 06/2022)		2024		65,000	​	70.6	%	27,123	​	29.4	%	92,123
Wesley Wheeler	​	2025	​	65,000	​	81.3	%	15,000	​	18.8	%	80,000
(since 06/2024)	​	2024	​	36,329	​	81.20	%	8,384	​	18.8	%	44,713
Dr. Duncan McHale		2025		65,000	​	81.3	%	15,000	​	18.8	%	80,000
(since 06/2024)	​	2024	​	36,329	​	81.20	%	8,384	​	18.8	%	44,713
Dr. Mario Polywka	​	2025	​	—	​	—	​	—	​	—	​	—
(until 06/2024)	​	2024	​	2,315	​	86.7	%	356	​	13.3	%	2,671
Dr. Elaine Sullivan	​	2025	​	—	​	—	​	—	​	—	​	—
(until 06/2024)	​	2024	​	28,671	​	68.4	%	13,232	​	31.6	%	41,903

​

Comparison of changes in remuneration and profitability

In accordance with Section 162 (1) sentence 2 no. 2 AktG the following table shows the relative change in the remuneration awarded and owed to members of the Management Board and Supervisory Board in the financial year, compared with the average remuneration of employees on a FTE-basis, as well as selected earnings indicators for the Evotec Group.

To show the profitability of the Group the comparison includes the net income recognized in the Company’s separate financial statements, Adjusted EBITDA, and revenue of the Evotec Group, as well as the share price performance as of December 31 in each case and the relative TSR for Evotec SE.

To show the average remuneration of employees the target remuneration for all employees is used (not including apprentices, students, and interns) on a FTE- basis. This relates to the workforce of Evotec SE in Germany. 81

Table of Contents

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Financial year	2025	​ ​ ​	Change in %	​ ​ ​	2024	​ ​ ​	Change in %	​ ​ ​	2023	​ ​ ​	Change in %	​ ​ ​	2022	​ ​ ​	Change in %	​ ​ ​	2021
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Earnings performance	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Net income for Evotec SE (HGB) in m	(32.6)	​	(3,063.6)	%	1.1	​	101.1	%	(97.9)	​	(475.9)	%	(17.0)	*	38.8	%	(27.8)
Adjusted EBITDA Evotec Group in m	41.1	​	81.9	%	22.6	​	(66.0)	%	66.4	​	(34.7)	%	101.7	​	(5.2)	%	107.3
Revenue Evotec Group in m	788.4	​	(1.1)	%	797.0	​	2.0	%	781.4	​	4.0	%	751.4	​	21.6	%	618.0
Share price Evotec SE in	5.3	​	(35.3)	%	8.2	​	(57.5)	%	19.4	​	20.2	%	16.1	​	(61.2)	%	41.6
Relative TSR of Evotec SE vs. TecDAX in % points	(42.9)	​	—	%	(65.9)	​	—	%	13.4	​	—	%	(39.7)	​	—	​	31.8
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Average employee remuneration (in k)	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Average remuneration	80.0	​	17.8	%	67.9	​	(12.6)	%	77.7	​	(0.6)	%	78.2	​	5.0	%	74.5
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Management Board remuneration (in k)	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Dr. Christian Wojczewski (since 07/2024)	4.523	​	322.70	%	1.070	​	—	%	—	​	—	%	—	​	—	%	—
Dr. Cord Dohrmann (since 2010)	1.494	​	21.4	%	1.231	​	(16.8)	%	1,479	​	5.3	%	1,404	​	(32.9)	%	2,092
Paul Hitchin (since 03/2025)	2.040	​	—	%	​	​	​	​	​	​	​	​	​	​	​	​	​
Aurélie Dalbiez (since 06/2024)	1.689	​	260.40	%	469	​	—	%	—	​	—	%	—	​	—	%	—
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Former Management Board remuneration (in k)	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Dr. Werner Lanthaler (until 01/2024)	—	​	(100.0)	%	31	​	(98.4)	%	1,941	​	(22.9)	%	2,519	​	(46.0)	%	4,661
Dr. Matthias Evers (until 09/2024)	—	​	(100.0)	%	995	​	(16.7)	%	1,194	​	(13.7)	%	1,384	​	—	%	—
Dr. Craig Johnstone (until 12/2024)	—	​	(100.0)	%	2.402	​	103.2	%	1,182	​	(44.0)	%	2,112	​	127.9	%	927
Laetitia Rouxel	1.644	​	(7.6)	%	1.778	​	99.9	%	890	​	—	%	—	​	—	%	—
Mario Polywka (01 - 06/2024)	—	​	0.0	%	425	​	—	%	—	​	—	%	—	​	—	%	—
Enno Spillner (until 03/2023)	—	​	(100.00)	%	—	​	(100.00)	%	610	​	(43.7)	%	1,083	​	20.8	%	897
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Supervisory Board remuneration (in k)	​		​		​		​		​		​		​		​		​
Prof. Dr. Iris Löw-Friedrich (since 06/2014)	155	​	0.0	%	155	​	3.3	%	150	​	0.0	%	150	​	31.6	%	114
Roland Sackers (since 06/2019)	150	​	0.0	%	150	​	57.9	%	95	​	(1.0)	%	96	​	6.7	%	90
Dr. Constanze Ulmer-Eilfort (since 06/2021)	110	​	0.0	%	110	​	29.4	%	85	​	16.4	%	73	​	121.2	%	33
Camilla Macapili Languille (since 06/2022)	95	​	3.3	%	92	​	53.3	%	60	​	87.5	%	32	​	—	%	—
Dr. Duncan McHale (since 06/2024)	80	​	77.80	%	45	​	—	%	—	​	—	%	—	​	—	%	—
Wesley Wheeler (since 06/2024)	80	​	77.8	%	45	​	—	%	—	​	—	%	—	​	—	%	—
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Former Supervisory Board remuneration (in k)	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Prof. Dr. Wolfgang Plischke (until 06/2021)	—	​	—	%	—	​	—	%	—	​	—	%	—	​	(100.0)	%	68
Kasim Kutay (until 06/2022)	—	​	—	%	—	​	—	%	—	​	(100.0)	%	28	​	(53.3)	​	60
Dr. Elaine Sullivan until 06/2024)	—	​	(100.00)	%	41	​	(41.4)	%	70	​	7.7	%	65	​	8.3	%	60
Dr. Mario Polywka (until 06/2024)	—	​	(100.00)	%	3	​	(95.0)	%	60	​	0.0	%	60	​	9.1	%	55

All values are in Euros.

*Result 2022 corrected from € (8.3) million to € (17.0) million compared to 2022 report.

Miscellaneous

Evotec maintains financial loss liability insurance for the members of the Executive Board, the members of the Supervisory Board, and designated officers (D&O insurance) and pays the premium for this insurance. This insurance policy covers the personal liability of Management Board members for any claims made against them for damages in the exercise of their duties. The insurance includes an excess or deductible for the Management Board members in accordance with the German Stock Corporation Act.

Additional remarks

This English report is a translation of the German original. In the event of any differences, the German version is authoritative.

C.	Board practices .

Supervisory Board Practices

Evotec SE has a two-tier board system consisting of Evotec’s Management Board and Evotec’s Supervisory Board. The Management Board is responsible for managing Evotec and representing the Company in its dealings with third parties, while the Supervisory Board appoints and dismisses the members of Evotec’s Management Board and oversees the management of the Company. German law prohibits the Supervisory Board from making operational management decisions. The two boards, however, work closely together to achieve long-term and sustainable growth for the Company and to grow shareholder value. They agree on the Company’s strategy and on business transactions that are significant. 82

Table of Contents Evotec’s Supervisory Board consists of six members – as provided in the current Articles of Association – all of whom are elected by the shareholders with a simple majority of the votes cast at an AGM. The proposal to the AGM is carried out in accordance with the GCGC’s recommendations. The six current members of Evotec’s Supervisory Board were all lastly elected at the AGM 2024. The new Supervisory Board members Dr. Duncan McHale and Wesley Wheeler have been initially elected for a term of office of two years, while the re-elected Supervisory Board members have been be elected for a three-year term of office, except for the Chairperson Prof Dr Iris Löw-Friedrich who has been re-elected for a term of office of two years to allow for a coordinated succession after reaching the maximum tenure of 12 years.

The Company provides a relevant set of on-boarding materials regarding statutory documents, policies, rules of procedures etc. for each new Supervisory Board member, which set is also accessible to each member in a virtual Board room that was set up.

The Supervisory Board appoints a chairperson and one Vice Chairperson from among its members. Prof. Dr. Iris Löw-Friedrich is elected Chairperson of the Supervisory Board, and Roland Sackers became her Vice Chairman. During 2025 the Supervisory Board has started the succession planning process for its Chairperson to allow for a coordinated succession after Prof Dr Löw-Friedrich will reach the maximum tenure of 12 years at the AGM 2026.

In accordance with the recommendations of the Code, the members of the Evotec Supervisory Board were selected regardless of their gender, nationality and age. Members are appointed according to their qualifications, professional experience, ability and independence. It should be noted, however, that the Supervisory Board has set an age limit and determined that potential candidates may not be older than 72 years of age when they are proposed for election. In addition, the Supervisory Board currently has defined two full periods of office as the regular limit for membership of the Supervisory Board. An appropriate proportion of women is also required. To this end the Supervisory Board has set a gender quota requiring a respective proportion of women and men of at least 30%. 83

Table of Contents The Supervisory Board has determined concrete objectives regarding its composition and competencies and prepared a profile of skills and expertise reflecting the company-specific situation. These objectives and skills profiles are regularly reviewed and discussed within the Supervisory Board to reflect the ongoing evolution of the Company and its further specific and unique offerings and operational activities. As a consequence, the Supervisory Board has agreed in its meeting in September 2024 on the most recent skills matrix and competency profile set out below.

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​ ​ ​	Iris	​ ​ ​	Roland	​ ​ ​	Camilla	​ ​ ​	Constanze	​ ​ ​	Wesley	​ ​ ​	Duncan
Skills / Expertise	​	Löw-Friedrich	​	Sackers	​	Macapili Languille	​	Ulmer-Eilfort	​	Wheeler	​	McHale
​	​	Chair;	​	Deputy Chair;	​	​	​	​	​	​	​	​
​	​	RemCom Chair	​	ACC Chair	​	​	​	ESG Chair	​	​	​	​
Independent Supervisory Board members (Chairman, ACC Chair, RemCom Chair; majority of total members		X		X		X^1^		X		X		X
R&D		X		—		—		—		—		X
Biologics Manufacturing		—		—		X		—		X		—
Biopharma		X		—		X		—		X		X
Small Biotech		—		—		X		—		X		X
Pharma Services		X		X		X		—		—		X
Commercial / B2B		—		—		—		—		X		—
M&A / Partnering		—		—		X		X		X		X
Capital Markets		X		X		X		—		—		—
Accounting / P&L / Risk Management		X		X^2,3^		X^3^		—		—		—
Auditing & Sustainability Reporting		X		X^2,3^		—		X		—		—
Digitalization		X		X		—		—		—		—
IT & Cybersecurity		—		X		—		—		—		—
General Management		X		X		X		X		X		X
Legal & Compliance		—		X		—		X		—		—
Environment and Sustainability		X		X		X		X		—		—
Social and HR		—		X		—		X		—		—
Governance		X		X		X		X		X		X
Age of Supervisory Board candidate does not exceed 72 years at time of the proposal		X (1960)		X (1968)		X (1983)		X (1962)		X (1956)		X (1966)
Nationality		German		German		Canadian		German		U.S.		British
Regional experience in EU / U.S. / Asia		EU, US, Asia		EU, US		EU, US, MENA		EU		U.S.		EU, US
Female Supervisory Board member (at least 30%)		X		—		X		X		—		—

^1)^ Head of Life Sciences at MIC; MIC holds some 7% of the shares in Evotec, but does not exercise control within the meaning of C.9 GCGC.

^2)^ Experience of auditing.

^3)^ Experience of accounting.

Finally, the Supervisory Board has agreed to a rule membership of a maximum of 12 years. Overall, the Supervisory Board shall remain composed in such a way that the majority of its members are independent, including the Chairperson and Chairpersons of Audit & Compliance Committee and Remuneration & Nomination Committee 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 fulfills all those objectives: All members have an extensive international professional background from working in numerous internationally operating companies. All members are considered as independent following the two-dimensional evaluation criteria of the GCGC, three nationalities are represented and there are three female members. Evotec’s aspiration of “diversity of thoughts” is ensured by composing internationally experienced Management and Supervisory Boards with broad and complementary skill sets. 84

Table of Contents The following chart provides additional diversity information about our Supervisory Board.

Board Diversity Matrix (As of December 31, 2025)
Country of Principal Executive Office	Germany
Foreign Private Issuer	Yes
Disclosure Prohibited Under Home Country Law	No
Total Number of Members	6
	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	[3]	[3]	[0]	[0]
Part II: Demographic Background
Underrepresented Individual in Home Country Jurisdiction	0
LGBTQ+	0
Did Not Disclose Demographic Background	6

​

Our Supervisory Board as a whole generally makes decisions, however decisions on certain matters may be delegated to committees of our Supervisory Board to the extent permitted by law. The chairperson, or if he or she is prevented from doing so, the vice chairperson, chairs the meetings of the Supervisory Board and determines the order in which the agenda items are discussed, the method and order of voting, as well as any adjournment of the discussion and passing of resolutions on individual agenda items after a due assessment of the circumstances. Our Supervisory Board may designate further types of actions as requiring its approval.

In addition, each member of the Supervisory Board is obliged to carry out his or her duties and responsibilities personally, and such duties and responsibilities cannot be delegated generally and permanently to third parties. However, the Supervisory Board and its committees have the right to appoint independent experts for the review and analysis of specific circumstances in accordance with its control and supervision duties under applicable European and German law. We would bear the costs for any such independent experts that are retained by the Supervisory Board or any of its committees.

Pursuant to German law, the Supervisory Board may form committees from among its members and charge them with the performance of specific tasks. The Supervisory Board determines the committees’ tasks, authorizations, and processes. Where permissible by law, important powers of the supervisory board may also be transferred to committees.

By resolution, the Supervisory Board has established an Audit and Compliance Committee, a Remuneration and Nomination Committee and an ESG Committee. Set forth in the table below are the current members of each committee. Each of the committees regularly report at the Supervisory Board meetings about recent meetings and discussions.

​	​	​	​
Name of Committee	​ ​ ​	Current Members as December 31, 2025	****
Audit and Compliance Committee	​	Roland Sackers(Chair), Camilla Macapili Languille, Dr. Constanze Ulmer-Eilfort	​
Remuneration and Nomination Committee	​	Prof. Dr. Iris Löw-Friedrich (Chair), Roland Sackers, Wesley Wheeler	​
ESG Committee	​	Dr Constanze Ulmer-Eilfort (Chair), Dr Duncan McHale	​

​ 85

Table of Contents Audit and Compliance Committee

Our Audit and Compliance Committee consists of Roland Sackers, Camilla Macapili Languille and Dr. Constanze Ulmer-Eilfort. Roland Sackers is the chairperson of the Audit and Compliance Committee. All members of our Audit and Compliance Committee are considered as independent pursuant to German law and pursuant to the GCGC. The Audit and Compliance Committee assists the Supervisory Board in fulfilling its independent oversight responsibilities regarding financial reporting and control. The Audit and Compliance Committee shall further oversee our compliance program to ensure that such program meets applicable legal and regulatory requirements and appropriate industry standards. The Audit and Compliance Committee has the responsibility, among others, to:

●	Oversee the accounting and the accounting process, the appropriateness and effectiveness of the internal control system, as it relates to financial reporting.
●	Review the availability of an established and functioning risk management and reporting system and monitor our major financial risk exposure.
---	---
●	Oversee the internal process for related party transactions, including approval of any related party transaction outside normal business scope and conditions.
---	---
●	Monitor our compliance with legal provisions, regulations, and internal company guidelines, discuss our major compliance risks and remediation efforts, and review the compliance program and its adequacy and effectiveness.
---	---
●	Monitor the internal audit activities, based on approved annual audit plans and respective reports being generated for the individual audits.
---	---

To enable the Audit and Compliance Committee to carry out its responsibilities, it has the authority, among others, to:

●	Conduct a preliminary review of the annual consolidated financial statements as well as the annual statutory financial statements.
●	Prepare the Supervisory Board decisions regarding whether to approve the annual consolidated financial statements as well as the annual statutory financial statements and the Supervisory Board proposal to the AGM on the election of the independent auditors for the annual consolidated financial statements as well as the annual statutory financial statements.
---	---
●	After consultation with the CEO and the CFO, award the audit engagement to the independent auditors elected by the Shareholders’ Meeting.
---	---
●	Discuss the quarterly statements and the half-year financial report with the Management Board and the independent auditors.
---	---
●	Discuss any material changes to the auditing and accounting methods; and
---	---
●	Approve contracts awarded to the independent auditors or to companies that relate to them on a legal, business, or personal basis.
---	---

Roland Sackers and Dr. Constanze Ulmer-Eilfort qualify as “independent directors” as such term is defined in Rule 10A-3 under the Exchange Act and Nasdaq Rule 5605. Additionally, Roland Sackers qualifies as an “Audit and Compliance Committee financial expert” as that term is defined under the Exchange Act. 86

Table of Contents Remuneration and Nomination Committee

The Remuneration and Nomination Committee consists of Prof. Dr. Iris Löw-Friedrich, Roland Sackers and Wesley Wheeler. Prof. Dr. Iris Löw-Friedrich is the chairperson of the Remuneration and Nomination Committee. The Remuneration and Nomination Committee’s duties and responsibilities to carry out its purpose include, among others:

●	Reviewing corporate goals and objectives for the remuneration of the members of the Management Board, including evaluation of the performance of the members of the Management Board considering these goals and making recommendations to the Supervisory Board for remuneration based on such evaluations.
●	Reviewing all equity-based compensation plans and arrangements for members of the Management Board and making recommendations to the Supervisory Board regarding such plans.
---	---
●	Reviewing and making recommendations to the Supervisory Board regarding service agreements and any severance arrangements or plans for members of the Management Board.
---	---
●	Assisting the Supervisory Board in its oversight of the Management Board’s human resource management, including but not limited to corporate culture, diversity, and inclusion.
---	---
●	Making proposals for the appointment and dismissal of members of the Management Board; and
---	---
●	Identifying and screening individuals qualified to become members of the Supervisory Board.
---	---

ESG Committee

Considering the increased importance of ESG aspects in a corporate and global environment, Evotec’s Supervisory Board formed an ESG Committee in 2023. The ESG Committee consists of Dr. Constanze Ulmer-Eilfort, and Dr. Duncan McHale. Prof Dr. Iris-Löw-Friedrich is a permanent guest to the ESG Committee after the resignation from Camilla Macapili Languille following her appointment to the Audit and Compliance Committee. Dr. Constanze Ulmer-Eilfort is the chairperson of the ESG Committee which is supported by the Company’s CEO, the Chief People Officer and the Head of Sustainability. Together with the Management Board, the ESG Committee defines the priorities of Evotec with respect to environment, people, and governance on a rolling basis, and is advising on and monitoring the implementation of such priorities.

Management Board and Senior Management

Our Management Board consists of four members as of December 31, 2025. Our Supervisory Board determines the exact number of members of our Management Board. The Supervisory Board may also appoint a chairperson or spokesperson of the Management Board. Dr. Christian Wojczewski has been appointed chairperson of the Management Board.

Our Supervisory Board appoints the members of our Management Board for a term of up to five years. However, new members of the Management Board are appointed for a term of up to three years. They are eligible for re-appointment or extension after the completion of their term in office or at the earliest one year prior to expiration of their term in office, in each case again for up to an additional five years. Under certain circumstances, such as a serious breach of duty or a vote of no confidence by the shareholders in a shareholders’ meeting, a member of the Management Board may be dismissed with good cause prior to the completion of his or her term. Members of the Management Board have accepted no more than three supervisory board positions with other companies.  Following the departure of Laetitia Rouxel as CFO in March 2025, Paul Hitchin joined Evotec as CFO on March 1, 2025.

The members of our Management Board conduct the daily business of our company in accordance with applicable laws, our Articles of Association, and the rules of procedure for the Management Board adopted by our Supervisory Board. They are generally responsible for the management of our company and for handling our daily business relations with third parties, the internal organization of our business and communications with our shareholders. 87

Table of Contents A member of the Management Board of an SE governed by German law may not deal with or vote on matters relating to proposals, arrangements or contractual agreements between himself or herself and our Company, and a member of our Management Board may be liable to us if he or she has a material interest in any contractual agreement between our company and a third party which is not disclosed to and approved by our Supervisory Board.

The rules of procedure for our Management Board provide that generally the Management Board shall pass its resolutions by simple majority of the votes cast, but certain matters require a resolution of the entire Management Board, in addition to transactions for which a resolution adopted by the entire Management Board is required by law or required by our Articles of Association. The Management Board shall constitute a quorum when all members have been invited to a meeting and at least three of the five of the members including the CEO attend. Should a Chairman of the Management Board be appointed, his vote shall be decisive in the event of a parity of votes provided, however, that more than two members of the Management Board participate in passing the resolution. In case the CEO is not attending the meeting, the remaining 80% of the Management Board members shall constitute a quorum. In particular, the entire Management Board shall decide on the following matters, among others:

●	The budget plan for the following year, which is to be presented by the Management Board to the Supervisory Board in December of each year.
●	Establishing corporate strategy, realization of organizational synergies and group objectives.
---	---
●	Reporting to the Supervisory Board.
---	---
●	All measures and transactions that require the Supervisory Board’s approval.
---	---
●	All measures and transactions relating to a business area that is of extraordinary importance to Evotec or involving an extraordinary economic risk, including contracts outside the ordinary course of business or if the risk structure of a particular deal deviates significantly from the normal course of business more than €1,000,000.
---	---
●	Taking on new lines of business or discontinuing existing lines of business.
---	---
●	All global personnel related initiatives, such as Short- and Long-Term Incentive Plans.
---	---
●	Investments with a total value above €3,000,000.
---	---
●	Acquisitions or sales of interests or holdings and
---	---
●	Certain large transactions.
---	---
D.	Employees .
---	---

As of December 31, 2025, we employed 4,553 individuals worldwide (December 31, 2024: 4,827; December 31, 2023: 5,061). In 2025, temporary employees represented 1.89% of our workforce. At the end of the reporting year, we had employees representing 83 different nationalities compared to 88 in 2024. In 2025, a total of 3,122 employees were engaged in our D&PD segment, 560 in the JEB segment, and 871 in sales and enabling functions.

​	​	​	​	​
Heads as of December 31,	​ ​ ​	2025	​ ​ ​	2024
Austria		—	​	4
France		874	​	1,057
Germany		1,143	​	1,257
Italy		871	​	876
UK		898	​	929
United States of America (“USA”)		767	​	704
Grand Total	****	4,553	​	4,827

​ 88

Table of Contents We are committed to various ESG initiatives, including achieving certain climate-based targets, championing diversity and inclusion and building a group-wide learning platform in connection with EVOacademy. We have a workers’ council at site level in our Göttingen, Hamburg, Lyon, Munich, Toulouse and Verona sites, at European level we have a Committee composed by representatives coming from Germany, France, Italy and the UK, and collective bargaining agreements in place in Italy and France. None of our employees has engaged in any labor strikes or material labor disputes. We consider the relationship with employees to be positive.

E.	Share ownership .

The members of the Management Board and the Supervisory Board hold less than 1% of the shares issued by the Company. All shares granted unvested SPA’s and granted unvested RSA’s are listed below.

Share Ownership of Managing and Supervisory Directors’

Shares, SPA’s, RSA’s as of December 31, 2025

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​ ​ ​	​	​	(thereof,	​ ​ ​	​	​	​	​	​	​	​
​	​	​	​	restricted	​	​	​	​	​	​	​	​
​	​	​	​	Shares	​	Out-standing	​ ​ ​	Granted	​ ​ ​	Out-standing	​ ​ ​	Granted
​	​	​	​ ​ ​	from STI	​	Shares from	​	unvested	​	Shares from	​	unvested
​	​	Shares	​	Payout)	​	vested SPA‘s	​	SPA’s (total)	​	vested RSA‘s	​	RSA’s (total)
Management Board		​	​	​		​		​		​		​
Dr Christian Wojczewski	​	100,000	​	0	​	0	​	206,002	​	0	​	0
Dr. Cord Dohrmann	​	141,084	​	10,679	​	0	​	166,202	​	0	​	29,851
Aurelie Dalbiez	​	9,500	​	0	​	0	​	74,390	​	0	​	0
Paul Hitchin	​	12,500	​	0	​	0	​	90,921	​	0	​	0
Supervisory Board	​	​	​	​	​	​	​	​	​	​	​	​
Prof. Dr. Iris Löw-Friedrich	​	35,000	​	​	​	0	​	0	​	0	​	0
Camilla Macapili Languille	​	0	​	​	​	0	​	0	​	0	​	0
Roland Sackers	​	0	​	​	​	0	​	0	​	0	​	0
Wesley Wheeler	​	8,188	*	​	​	0	​	0	​	0	​	0
Dr. Constanze Ulmer-Eilfort	​	0	​	​	​	0	​	0	​	0	​	0
Dr Duncan McHale	​	0	​	​	​	0	​	0	​	0	​	0

*Wesley Wheeler acquired a total of 16,375 ADRs, each representing one-half of one ordinary share, no par value per share,

A detailed description of the SPA and share option plans granted to members of our Management Board and Supervisory Board can be found in the Notes (sections 2 and 21). All shares outstanding have the same voting rights.

Performance-related variable remuneration components

In line with the principles mentioned above, the Management Board remuneration is linked to Company performance and sustainable Company growth. Under the Remuneration system 2023, the Management Board remuneration comprised both short-term, annual remuneration (“bonus”) and long-term remuneration components (Share Performance Plan 2017), which were approved by the AGMs in 2017 and 2022. Payments for these components depend on achieving defined financial, strategic and ESG-related targets. If the targets are not achieved the payment of performance-based components may be reduced to zero. If the targets are significantly outperformed, however, the amount of the payment is capped.

*F.*Disclosure of a registrants’ action to recover erroneously awarded compensation.

Not Applicable

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Item 7.	Major Shareholders and Related Party Transactions
A.	Major shareholders .
---	---

The following table presents information, as of December 31, 2025, regarding the beneficial ownership of our ordinary shares:

●	Each person, or group of affiliated persons, known by us to own beneficially 5% or more of our outstanding ordinary shares,
●	Each member of our Supervisory Board,
---	---
●	Each member of our Management Board; and
---	---
●	All members of our Supervisory Board and Management Board as a group.
---	---

The number of ordinary shares beneficially owned by each entity, person, and member of our Supervisory Board and our Management Board is determined in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any ordinary shares over which the individual has sole or shared voting power or investment power as well as any ordinary shares that the individual has the right to acquire within 60 days of December 31, 2025, through the exercise of any option, warrant or other right. Except as otherwise indicated, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all ordinary shares held by that person.

The percentage of outstanding ordinary shares is computed based on 177.778.907 ordinary shares outstanding as of December 31, 2025, and 29,507 shares were held in treasury and 290,000 shares were bought to be converted into ADS. These ADS shall be used exclusively to fulfil corresponding obligations under an employee share program and shall be issued only to individuals who are or were employed by the company or an affiliated company.

Except as otherwise indicated in the table below, the address for each beneficial owner is Essener Bogen 7, 22419 Hamburg, Germany.

​	​	​	​	​	​
​	​ ​ ​	Shares Beneficially Owned
Name of Beneficial Owner	​	Number of Shares	​ ​ ​	Percentage of Class	****
5% Beneficial Owner:	​	​		​	​
Triton GP HoldCo SARL ^(1)^	​	17,730,913	​	9.97	%
Mubadala Investment Company^(2)^	​	11,481,502	​	6.46	%
Management Board and Supervisory Board:	​	​	​	​	​
Dr. Christian Wojczewski	​	100,000	​	*	​
Dr. Cord Dohrmann	​	141,084	​	*	​
Aurélie Dalbiez	​	9,500	​	​	​
Paul Hitchin	​	12,500	​	​	​
Prof. Dr. Iris Löw-Friedrich	​	35,000	​	—	​
Camilla Macapili Languille	​	—	​	—	​
Dr. Duncan McHale	​	—	​	—	​
Wesley Wheeler	​	8,188	^(3)^​	—	​
Roland Sackers	​	—	​	—	​
Dr. Constanze Ulmer-Eilfort	​	—	​	—	​
All Management Board and Supervisory Board members as a group (12 persons)	​	306,272	**** ​	*	​

* Less than one percent.

(1)	Consists of 17,730,913 ordinary shares held by Excalibur LuxCo SARL, LUXEMBOURG, as reported on the 13D/A filed with the SEC on October 29, 2025. The business address of Triton GP HoldCo SARL is 2, rue Edward Steichen, Luxembourg, N4, L-2540

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(2)	Consists of 11,481,502.5 ordinary shares held by ATIC Second International Investment Company LLC, Abu Dhabi. MIC is wholly owned by the Government of Abu Dhabi. Investment decisions are taken independently of the Government of Abu Dhabi by the board of directors of MIC, as reported on the 13D filed with the SEC on November 16, 2021. The business address of MIC is Mamoura A Building, Muroor Street, P.O. Box 45005, Abu Dhabi, United Arab Emirates.
(3)	Wesley Wheeler acquired 16,375 ADR’s, each representing one-half of one ordinary share, no par value per share,
---	---

Management is not aware of any restriction of the voting rights or the right to transfer. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company.

Holdings by U.S. Shareholders

As of December 31, 2025, 33.96% of our outstanding ordinary shares (including shares in the form of ADSs) were held by 28 U.S. record holders.

Control of Registrant

To our knowledge, we are not directly or indirectly owned or controlled by another corporation, by any foreign government, or by any other natural or legal person.

B.	Related party transactions .

For information on related party transaction see Note 20 “Related Party Transactions” of the Notes to Consolidated Financial Statements.

C.	Interests of experts and counsel .

Not applicable.

Item 8.	Financial Information
A.	Consolidated Statements and Other Financial Information .
---	---

Our consolidated financial statements are appended at the end of this annual report on Form 20-F, starting at page F-1, and incorporated herein by reference.

Legal Proceedings

From time to time, we may be involved in legal proceedings in the ordinary course of business. We are currently not a party to any material legal or administrative proceedings. We are not aware of any other material legal or administrative proceedings contemplated to be brought against us. Regardless of outcome, litigation may have an adverse impact on our operations because of defense and settlement costs, diversion of management resources and other factors.

Dividend Policy

We have never paid or declared any cash dividends on our ordinary shares, and we do not anticipate paying any cash dividends on our ordinary shares soon. We intend to retain all available funds and any future earnings and reinvest them in the company’s further growth strategy to better leverage long- term growth and sustainability. All the shares represented by the ADSs generally have the same dividend rights as all our other outstanding shares.

B.	Significant Changes .

A detailed description of the significant changes can be found in the Notes (section 2). 91

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Item 9.	The Offer and Listing .
A.	Offer and listing details.
---	---

Our ordinary shares are traded on the Prime Standard of the Frankfurt Stock Exchange under the symbol “EVT”. Our ADSs are listed on the Nasdaq Global Select Market under the symbol “EVO.”

B.	Plan of distribution.

Not applicable.

C.	Markets.

For a description of our publicly traded common shares, see “Item 9. The Offering and Listing - A. Offer and Listing Details.”

D.	Selling shareholders.

Not applicable.

E.	Dilution.

Not applicable.

F.	Expenses of the issue.

Not applicable.

Item 10. **** Additional Information .

A.	Share capital .

Not applicable.

B.	Memorandum and articles of association .

The information set forth in our Registration Statement on F-1 (File No. 333-260143), effective upon the closing of our initial public offering originally filed with the SEC on October 8, 2021, under the heading DESCRIPTION OF SHARE CAPITAL AND ARTICLES OF ASSOCIATION (SATZUNG) is incorporated herein by reference and updated as follows:

Share Capital

As of December 31, 2025 we have share capital, part of which is yet to be registered in the commercial register (Handelsregister), in the amount of €177,778,907.00, which is divided into 177,778,907 no-par value bearer shares (Inhaberaktien). All shares are shares with no par value (Stückaktien ohne Nennbetrag) with a notional amount attributable to each ordinary share of €1.00. Each issued ordinary share is fully paid.

Changes in Our Share Capital During the Last Fiscal Years

Since January 1, 2025, and until December 31, 2025 our share capital has changed as follows:

●	Due to the utilization of our conditional capital created by resolutions on June 14, 2017, our share capital as registered with the commercial register (Handelsregister) was increased in our fiscal year 2025 by issuing a total of 210,068 shares.

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●	Due to the utilization of our conditional capital created by resolutions on June 16, 2020, our share capital as registered with the commercial register (Handelsregister) was increased in our fiscal year 2025 by issuing a total of 15,383 shares.

Future Changes to the Share Capital

Authorized Capital

Under the relevant law, the general meeting of a European stock corporation (Societas Europaea) governed by German law can authorize the Management Board, with the consent of the Supervisory Board, to issue shares in a specified aggregate nominal amount of up to 50% of the issued share capital of such company at the time the resolution becomes effective. The shareholders’ authorization becomes effective upon registration in the commercial register (Handelsregister) and may extend for a period of no more than five years thereafter. Under § 5(5) of our Articles of Association (Satzung), the Management Board is authorized to increase our share capital, on one or more occasions, by a total of up to €35,437,147.00 by issuing, on one or more occasions, up to 35, 437,147 new bearer shares with no par value (Genehmigtes Kapital 2024), in each case with consent of the Supervisory Board. This authorization expires on June 9, 2029.

Conditional Capital as of December 31, 2025

Pursuant to § 5(6) of our Articles of Association (Satzung), our share capital is conditionally increased by up to €1,184,546.00 through the issuance of new, bearer shares with no par value. The conditional capital may only be used to the extent that holders of subscription rights in the form of RSA based on the Restricted Share Plan 2020 make use of their right to subscribe for new shares in the Company. In 2025, €15,383.00 conditional capital pursuant to § 5(6) of our Articles of Association (Satzung) was used.

Pursuant to § 5(7) of our Articles of Association (Satzung), our share capital is conditionally increased by up to €6,000,000.00 through the issuance of new, bearer shares with no par value. The conditional capital may only be used to the extent that holders of subscription rights in the form of SPAs based on the Share Performance Plan 2022 make use of their right to subscribe for new shares in the Company. In 2025, no conditional capital pursuant to § 5(7) of our Articles of Association (Satzung) was used.

Pursuant to § 5(10) of our Articles of Association (Satzung), our share capital is conditionally increased by up to € 35,390,530.00 through the issuance of new, bearer shares with no par value. The conditional capital may only be used to issue 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 grant a conversion or option right to new no par value shares or designate a conversion obligation against cash contribution, issued by us or our directly or indirectly associated companies. In 2025, no conditional capital pursuant to § 5(10) of our Articles of Association (Satzung) was used.

Pursuant to § 5(11) of our Articles of Association (Satzung), our share capital is conditionally increased by up to €378,224.00 through the issuance of new, bearer shares with no par value. The conditional capital may only be used to the extent holders of subscription rights in the form of SPA based on the Share Performance Plan 2015 make use of their right to subscribe for new shares in the Company. In 2025, no conditional capital pursuant to § 5(11) of our Articles of Association (Satzung) was used.

Pursuant to § 5(12) of our Articles of Association (Satzung) our share capital is conditionally increased by up to €4,384,552.00 through issuance of new, bearer shares with no par value. The conditional capital may only be used to the extent holders of subscription rights in the form of SPA based on the Share Performance Plan 2017 make use of their right to subscribe for new shares in the Company. In 2025, €210,068.00 conditional capital pursuant to - 5 (12) of our Articles of Association (Satzung) was used.

Preemptive Rights

Accordingly, under our Articles of Association (Satzung), the Management Board may, with the consent of the Supervisory Board, exclude such preemptive rights in a capital increase from the authorized capital:

●

to the extent that the new shares are issued in return for cash contributions and the proportional share of the share capital that applies to the shares to be newly issued does not in the aggregate exceed the amount of a total of €17,718,573.00 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 authorization for precluded subscriptions, 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;

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C.	Material contracts .

We have not entered into any material contracts other than in the ordinary course of business and other than those described in “Item 4. Business Overview” or “Item 5. Operating and Financial Review and Prospects” or elsewhere in this annual report (including the Exhibits).

D.	Exchange controls .

There are currently no legal restrictions in the Federal Republic of Germany on international capital movements and foreign exchange transactions, except in limited embargo circumstances and connection with economic sanctions restrictions relating to certain areas, entities or persons because of applicable resolutions adopted by the United Nations and regulations and other legal provisions adopted by the EU.

For statistical purposes, there are, however, reporting duties regarding transactions involving cross- border monetary transfers. With some exceptions, every corporation or individual residing in the Federal Republic of Germany must report to the German Central Bank (Deutsche Bundesbank) within a certain period of time (i) any payment received from, or made to, a non-resident corporation or individual, or for the account of such person, that exceeds €50,000 (or the equivalent in a foreign currency) and (ii) in case the sum of claims against, or liabilities payable to, non-residents or corporations exceeds €6,000,000 (or the equivalent in a foreign currency) at the end of any calendar month. Payments include cash payments made by means of direct debit, checks, and bills, remittances denominated in euros and other currencies made through financial institutions, netting, and clearing arrangements, as well as bringing in property and rights into a corporation, branch office or production site. Not included are payments made for the import and export of goods as well as payments made for the processing of loans. Infringements of these reporting duties can be fined as an administrative offense.

E.	Taxation .

German Taxation of Holders of ADSs

The following discussion addresses certain German tax consequences of acquiring, owning, or disposing of the ADSs. Except for “—Taxation of Holders Tax Resident in Germany” below, which provides an overview of dividend taxation and of capital gains taxation with respect to holders that are residents of Germany, this discussion applies only to U.S. treaty beneficiaries (defined below) that hold our ADSs.

This discussion is based on domestic German tax laws, including, but not limited to, circulars issued by German tax authorities, which, for example, are not binding on the German courts, and the Treaty (defined below). It is based upon tax laws in effect at the time of filing of this annual report. These laws are subject to change, possibly with retroactive effect. For example, certain member states of the EU are considering introducing a financial transaction tax (Finanztransaktionssteuer) which, when introduced, may also be applicable on sales and/or transfer of ADSs. There is no assurance that German tax authorities will not challenge one or more of the tax consequences described in this discussion.

In addition, this discussion is based upon the assumption that each obligation in the deposit agreement and any related agreement will be performed in accordance with its terms. It does not purport to be a comprehensive or exhaustive description of all German tax considerations that may be of relevance in the context of acquiring, owning, and disposing of ADSs.

The tax information presented in this annual report is not a substitute for tax advice. Prospective holders of ADSs should consult their own tax advisors regarding the German tax consequences of the purchase, ownership, disposition, donation, or inheritance of ADSs considering their circumstances, including the effect of any state, local, or other foreign or domestic laws or changes in tax law or interpretation. The same applies with respect to the rules governing the refund of any German dividend and capital gain withholding tax (Kapitalertragsteuer) withheld. Only an individual tax consultation can appropriately account for the tax situation of each investor. 94

Table of Contents General

Based on the circular issued by the German Federal Ministry of Finance (BMF-Schreiben), dated May 24, 2013, reference number IV C 1-S2204/12/10003, as amended by the circular dated December 18, 2018 (reference number IV C 1 – S 2204/12/10003), in respect of the taxation of American Depositary Receipts (“ADRs”), on domestic shares, or the ADR Tax Circular, for German tax purposes, the ADSs should represent a beneficial ownership interest in the underlying shares of Evotec and qualify as ADRs for the purpose of the ADR Tax Circular. If the ADSs qualify as ADRs under the ADR Tax Circular, dividends will accordingly be attributable to holders of the ADSs for German tax purposes, and not to the legal owner of the ordinary shares (i.e., the financial institution on behalf of which the ordinary shares are deposited at a domestic depository for the ADS holders).

Furthermore, holders of the ADSs should, considering the ADR Tax Circular, be treated as beneficial owners of the capital of Evotec with respect to capital gains (see below in section “—German Taxation of Capital Gains of the U.S. Treaty Beneficiaries of the ADSs”). However, investors should note that circulars published by the German tax authorities (including the ADR Tax Circular) are not binding on German courts, including German tax courts, and it is unclear whether a German court would follow the ADR Tax Circular in determining the German tax treatment of the ADSs.

Taxation of Holders Not Tax Resident in Germany

The following discussion describes selected German tax consequences of acquiring the ADSs, owning the ADSs and disposing of the ADSs for a holder that is a U.S. treaty beneficiary (defined below). For purposes of this discussion, a “U.S. treaty beneficiary” is a resident of the United States for purposes of the Convention between the Federal Republic of Germany and USA for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income and on Capital and Certain Other Taxes of 1989, as amended by the Protocol as of June 1, 2006 (Abkommen zwischen der Bundesrepublik Deutschland und den Vereinigten Staaten von Amerika zur Vermeidung der Doppelbesteuerung und zur Verhinderung der Steuerverkürzung auf dem Gebiet der Steuern vom Einkommen und vom Vermögen und einiger anderer Steuern in der Fassung vom 1. Juni 2006) hereinafter referred to as the “Treaty,” who is eligible for relevant benefits under the Treaty.

A holder will be a U.S. treaty beneficiary entitled to full Treaty benefits in respect of the ADSs if it is, inter alia:

●	The beneficial owner of the ADSs (and the dividends paid with respect thereto).
●	A U.S. tax resident corporation or individual.
---	---
●	Not also a resident of Germany for German tax purposes; and
---	---
●	Not subject to the limitation on benefits (i.e., anti-treaty shopping) article of the Treaty that applies in limited circumstances.
---	---

Special rules apply to pension funds and certain other tax-exempt investors.

This discussion does not address the treatment of ADSs that are (i) held in connection with a permanent establishment or fixed base through which a U.S. treaty beneficiary carries on business or performs personal services in Germany or (ii) part of business assets for which a permanent representative in Germany has been appointed.

General Rules for the Taxation of Holders Not Tax Resident in Germany

Non-German resident holders of ADSs are subject to German taxation with respect to German source income (beschränkte Steuerpflicht). Dividends distributed by stock corporations having their registered seat or place of management in Germany qualify as German source income.

According to the ADR Tax Circular, income from the shares should be attributed to the holder of the ADSs for German tax purposes. Consequently, income from the ADSs should be treated as German source income. This only applies in general to dividend income as capital gains in case of ownership below 1% are generally not German source income. 95

Table of Contents The capital gains from the disposition of the ADSs realized by a non-German resident holder which does not maintain a permanent establishment or other taxable presence in Germany would be treated as German source income and be subject to German tax if the ADSs qualify as a Qualifying Participation. A “Qualifying Participation” exists if a holder at any time during the five years preceding the disposition, directly or indirectly, owned at least 1% or more of Evotec’s share capital, irrespective of whether through the ADSs or shares of Evotec. If such holder had acquired the ADSs without consideration, the previous owner’s holding period and quota would generally be considered.

Dividend payments, to the extent funded from Evotec’s tax-recognized contribution account (steuerliches Einlagekonto), do not, subject to certain prerequisites, form part of the taxable dividend income but should lower the holder’s acquisition costs for the ADSs.

German Withholding Taxation of Dividends of the U.S. Treaty Beneficiaries of the ADSs

Generally, the full amount of a dividend distributed by Evotec to a non-German resident holder which does not maintain a permanent establishment or other taxable presence in Germany is subject to (final) German withholding tax at an aggregate rate of 26.375% (that amount consists of 25% on dividends distributed plus solidarity surcharge of 5.5% thereon). The basis for the withholding tax is generally the dividend approved for distribution by our general shareholders’ meeting. German withholding tax is withheld and remitted to the German tax authorities by (i) the disbursing agent (i.e., the German credit institution, financial services institution or securities institution) and in each case including a German branch of a foreign enterprise, but excluding a foreign branch of a German enterprise)) that holds or administers the underlying shares in custody and (a) disburses or credits the dividend income from the underlying shares, (b) disburses or credits the dividend income from the underlying shares on delivery of the dividend coupons or (c) disburses such dividend income to a foreign agent; (ii) the central securities depository (Wertpapiersammelbank) holding the underlying shares in collective safe custody, if such central securities depository disburses the dividend income from the underlying shares to a foreign agent, or (iii) the Company itself if and to the extent shares held in collective custody (Sammelverwahrung) by the central securities depository (Wertpapiersammelbank) are treated as so-called “abgesetzte Bestände” (stock being held separately), in each case regardless of whether a holder must report the dividend for tax purposes and regardless of whether or not a holder is a resident of Germany.

Pursuant to the Treaty, the German withholding tax may generally not exceed (i) 15% of the gross amount of the dividends received by a U.S. treaty beneficiary other than a company holding ADSs which represent 10% or more of the voting shares in Evotec, and (ii) 5% of the gross amount of the dividends received by a U.S. treaty beneficiary that is a company holding ADSs which represent 10% or more of the voting shares in Evotec. The excess of the total withholding tax, including the solidarity surcharge, over the maximum rate of withholding tax permitted by the Treaty is refunded to U.S. treaty beneficiaries upon application. For example, for a declared dividend of 100, a U.S. treaty beneficiary initially receives 73.625 (100 minus the 26.375% withholding tax including solidarity surcharge). A U.S. treaty beneficiary other than a company holding ADSs which represent 10% or more of the voting shares in Evotec is generally entitled to a partial refund from the German tax authorities in the amount of 11.375% of the gross dividend (of 100). As a result, the U.S. treaty beneficiary should generally ultimately receive 85 (85% of the declared dividend) following the refund of the excess withholding.

However, it should be noted that there is uncertainty as to how the German tax authorities will apply the refund process to dividends on the ADSs with respect to non-German resident holders. There may be a more detailed scrutiny with respect to ADSs because some fraudulent cases involving ADSs came to the attention of the German tax authorities in fall 2018. In those cases, owners of ADSs requested tax refunds although there were no underlying shares with respect to these ADSs. Therefore, it also cannot be excluded that the tax authorities want to treat ADSs differently in the future. The German Federal Ministry of Finance issued a circular (BMF-Schreiben), dated December 18, 2018, reference number IV C 1 —S 2204/12/10003, to address such fraudulent tax refund requests. The circular mandates that the issuance of a tax certificate (Steuerbescheinigung), a prerequisite to claim German withholding tax relief, requires the depository agent (Hinterlegungsstelle) to confirm that only ADSs were issued for which underlying shares were deposited with the depository agent at the issuances of the ADSs. This circular may result in a double withholding on dividends paid in the case the ADSs are being held by a non-tax resident or by a German tax resident in an account with a German (custody) bank (because the circular prohibits the issuance of so called “collective tax certificates” (“Sammelsteuerbescheinigungen”) which are generally the requirement to refrain from the “second withholding”), i.e. in such case the ADS Holders would need to request two tax certificates (Steuerbescheinigungen) in order to be able to fully reclaim (or credit) the tax withheld on the “second withholding”. Further, such refund is subject to the German anti-treaty-shopping rule (as described below in “— Withholding Tax Refund for U.S. Treaty Beneficiaries”). 96

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German Withholding Taxation of Capital Gains of the U.S. Treaty Beneficiaries of the ADSs

Pursuant to the Treaty, capital gains from the disposal of a Qualifying Participation realized by a U.S. treaty beneficiary are, however, generally exempt from German taxation. Pursuant to the Treaty, U.S. treaty beneficiaries are not subject to German tax in relation to capital gains from the disposal of a Qualifying Participation even under the circumstances described in the preceding paragraph and therefore should not be subject to German taxation on capital gains from the disposition of the ADSs.

German statutory law practically requires the disbursing agent to levy withholding tax on capital gains from the sale of ADSs or other securities held in a custodial account in Germany. With regard to the German taxation of capital gains, disbursing agent generally means a German credit institution, financial services institution, securities trading enterprise or securities trading bank (in each case including a German branch of a foreign enterprise, but excluding a foreign branch of a German enterprise) that holds the ADSs in custody or administers the ADSs for the holder or conducts sales or other dispositions and disburses or credits the income from the disposal of the ADSs to the holder of the ADSs. The German statutory law does not explicitly condition the obligation to withhold taxes on capital gains being subject to taxation in Germany under German statutory law or on an applicable income tax treaty permitting Germany to tax such capital gains.

However, a circular issued by the German Federal Ministry of Finance, dated May 19, 2022, reference number IV C 1 - S 2252/19/10003: 009, as most recently amended by a circular dated May 14, 2025, IV C 1 - S 2252/00075/016/070, provides that taxes need not be withheld when the holder of the custody account is not a resident of Germany for tax purposes and the income is not subject to German taxation. The circular further states that there is no obligation to withhold such tax even if the non-resident holder owns at least 1% of the share capital of a German corporation. Pursuant to German statutory law, the entity responsible for levying withholding tax (such as the disbursing agent) must take circulars issued by the German tax authorities which are published in the German Federal Tax Gazette (Bundessteuerblatt) (such as the circular mentioned above) into account when imposing withholding tax, so that in practice, the disbursing agents typically comply with the guidance mentioned above.

Therefore, a disbursing agent would only withhold tax at 26.375% on capital gains derived by a U.S. treaty beneficiary from the sale of ADSs held in a custodial account in Germany if the disbursing agent did not follow the abovementioned guidance. In this case, the U.S. treaty beneficiary may be entitled to claim a refund of the withholding tax from the German tax authorities under the Treaty, as described below in “—Withholding Tax Refund for U.S. Treaty Beneficiaries.” Claim a refund of taxes withheld on capital gains from the disposition of the ADSs, which do not qualify as Qualifying Participations or for which a statutory withholding tax requirement does not exist, may also base on German statutory domestic law.

Withholding Tax Refund for U.S. Treaty Beneficiaries

U.S. treaty beneficiaries are generally eligible for treaty benefits under the Treaty, as described above in “—Taxation of Holders Not Tax Resident in Germany.” Accordingly, U.S. treaty beneficiaries are in general entitled to claim a refund of (i) the portion of the otherwise applicable 26.375% German withholding tax (Kapitalertragsteuer) on dividends that exceeds the applicable Treaty rate and (ii) the full amount of German withholding tax (Kapitalertragsteuer) on capital gains from the disposition of ADSs. The application for such claim is generally to be filed with the Federal Central Office of Taxation (Bundeszentralamt für Steuern) within four years after the end of the calendar year in which the capital gains or dividends have been received (bezogen) and, among other things, requires that a withholding tax certificate documenting the imposed German withholding tax is provided by the U.S. treaty beneficiary. Under the Withholding Tax Relief Modernization Act (Abzugsteuerentlastungsmodernisierungsgesetz) which was passed into law on June 9, 2021, the withholding tax certificate will be replaced for dividend income (including under ADRs) accruing after December 31, 2025, by a notification to be submitted by the disbursing agent directly to the Federal Central Tax Office upon request of the holder. In particular regarding ADRs, the disbursing agent will be required to include substantial additional information in the notification and will have to obtain certain confirmations from the issuer of the ADRs and will only be allowed to submit the notification (which will be a pre-requisite for any refund) to the Federal Central Tax Office once it has collected all information and confirmations. 97

Table of Contents However, in respect of dividends, the refund described in the preceding paragraph is only possible if, due to special rules on the restriction of withholding tax credit, the following three cumulative requirements are met: (i) the holder must qualify as beneficial owner of the ADSs for an uninterrupted minimum holding period of 45 days within a period starting 45 days prior to and ending 45 days after the due date of the dividends, (ii) the holder has to bear at least 70% of the change in value risk related to the ADSs during the minimum holding period as described under (i) of this paragraph and has not entered into (acting by itself or through a related party) hedging transactions which lower the change in value risk by more than 30%, and (iii) the holder must not be obliged to fully or largely compensate directly or indirectly the dividends to third parties. If these requirements are not met, then for a holder not being tax-resident in Germany who applied for a full or partial refund of the withholding tax pursuant to a double taxation treaty, no refund is available. This restriction generally does only apply if (a) the tax underlying the refund application is below a tax rate of 15% based on the gross amount of the dividends and (b) the holder does not directly own 10% or more of the shares of Evotec and is subject to income taxes in its state of residence, without being tax-exempt. The restriction of the withholding tax credit does not apply if the holder has beneficially owned the ADSs for at least one uninterrupted year prior to receipt (Zufluss) of the dividends. In addition to the restrictions, in particular, pursuant to a circular issued by the German Federal Ministry of Finance, dated July 9, 2021, reference number IV C 1-S 2252/19/10035:014, the withholding tax credit may also be denied as an anti-abuse measure.

In general, investors should note that it is unclear how the German tax administration will apply the refund process to dividends on the ADSs. Further, such refund is subject to the German anti-treaty shopping rule which has been reformed by the Withholding Tax Relief Modernization Act (Abzugsteuerentlastungsmodernisierungsgesetz) dated June 2, 2021. Under the reformed German anti-treaty shopping rule, a foreign company has no right to a refund of German withholding tax with regard to income accruing after June 8, 2021 to the extent (i) persons holding ownership interests in the foreign company would not be entitled to the refund if they derived the income (i.e. the dividend distributed by Evotec) directly and (ii) the source of the income does not have a substantial connection to the business activities of the foreign company. The mere generation of the income by the foreign company, passing the income on to the persons holding ownership interests in the foreign company and any activity of the foreign company which is conducted by a business organization that is not appropriate for the business purpose, do not qualify as a business activity within the meaning of the preceding sentence. However, the German anti-treaty shopping rule shall not apply (i) to the extent the foreign company demonstrates that none of the main purposes of its interposition was to obtain a tax advantage or (ii) if the foreign company’s principal class of stock is regularly traded in substantial volume on a recognized stock exchange. Whether or not and to which extent the anti-treaty shopping rule applies to the ADSs must be analyzed on a case-by-case basis considering all relevant tests. In addition, the interpretation of these tests is disputed and to date no published decisions of the German Federal Tax Court exist in this regard.

Due to the legal structure of the ADSs, only limited guidance from the German tax authorities exists on the practical application of the refund process with respect to the ADSs and the respective limitations. According to the current ADR Tax Circular, for ADR programs (which are considered comparable to ADS programs) a collective tax certificate in connection with a withholding of tax amounts may no longer be issued by the domestic depositary of the shares upon request of the foreign depositary agents. Rather, individual tax certificates need to be issued which might delay a potential refund procedure. Moreover, the simplified refund procedure based on electronic data exchange (Datenträgerverfahren) for claims for reimbursement based on ADRs is currently not applied by the tax authorities.

Taxation of Holders Tax Resident in Germany

This subsection provides an overview of dividend taxation and of capital gains taxation regarding the general principles applicable to ADS holders that are tax resident in Germany. A holder is a German tax resident if, in case of an individual, he or she maintains a domicile (Wohnsitz) or a usual residence (gewöhnlicher Aufenthalt) in Germany or if, in case of a corporation, and it has its place of management (Geschäftsleitung) or registered seat (Sitz) in Germany.

The German dividend and capital gains taxation rules applicable to German tax residents require a distinction between ADSs held as private assets (Privatvermögen) and ADSs held as business assets (Betriebsvermögen). 98

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ADSs as Private Assets (Privatvermögen)

If the ADSs are held as private assets by a German tax resident, dividends and capital gains (other than capital gains from the disposition of a Qualifying Participation) are taxed as investment income and are principally subject to 25% German flat income tax on capital income (Abgeltungsteuer) (plus a 5.5% solidarity surcharge (Solidaritätszuschlag) thereon, resulting in an aggregate rate of 26.375%), which is levied in the form of withholding tax (Kapitalertragsteuer). In other words, once deducted, the holder’s income tax liability on the dividends will be settled. Dividend payments to the extent funded from Evotec’s tax-recognized contribution account (steuerliches Einlagekonto), do not, subject to certain prerequisites, form part of the taxable dividend income but should lower the holder’s acquisition costs for the ADSs.

Holders of ADSs may apply to have their capital investment income assessed in accordance with the general rules and with an individual’s personal income tax rate if this would result in a lower tax burden. The holder would be taxed on gross personal investment income (including dividends or gains with respect to ADSs), less the saver’s allowance of €1,000 for an individual or €2,000 for a married couple and a registered civil union (eingetragene Lebenspartnerschaft) filing taxes jointly. The deduction of expenses related to the investment income (including dividends or gains with respect to ADSs) is generally not possible for private investors.

Losses resulting from the disposal of ADSs can only be offset against capital gains from the sale of any shares (Aktien) and other ADSs. If, however, a holder holds a Qualifying Participation, 60% of any capital gains resulting from the sale and transfer are taxable at the holder’s personal income tax rate (plus solidarity surcharge of up to 5.5% thereon). Conversely, 60% of any capital losses are recognized for tax purposes.

Since 2021, the basis for the calculation of the solidarity surcharge (Solidaritätszuschlag) has been reduced for certain individuals being subject to tax assessments (other than withholding taxes), and in certain cases, the solidarity surcharge has been eliminated for individuals. However, the elimination or reduction of the solidarity surcharge will not affect withholding taxes. Solidarity surcharge will still be levied at 5.5% on the full withholding tax amount and withheld accordingly. There will also not be any separate refund of such withheld solidarity surcharge in case the withholding tax cannot be refunded.

If applicable, church tax (Kirchensteuer) generally must be withheld from income generated by ADSs held by individuals based on an automatic data access procedure, unless the holder of ADSs has filed a blocking notice (Sperrvermerk) with the Federal Central Tax Office. The application of church tax (Kirchensteuer) reduces the aggregate rate of German flat income tax on capital income and the solidarity surcharge (Solidaritätszuschlag) thereon from 26.375% to typically approximately 25.79% or approximately 25.86% (thus resulting in an overall tax rate of approximately 27.82% or approximately 28%). Where church tax is not levied by way of withholding, it is determined by means of income tax assessment.

ADSs as Business Assets (Betriebsvermögen)

In case the ADSs are held as business assets, the taxation depends on the legal form of the holder (i.e., whether the holder is a corporation or an individual). 99

Table of Contents Irrespective of the legal form of the holder, dividends are in principle subject to the aggregate withholding tax rate of 26.375%. The withholding tax is generally creditable in an amount of 25% of the gross dividend against the respective holder’s corporate income tax or income tax liability and in an amount of 1.375% of the gross dividend against the respective holder’s solidarity surcharge (Solidaritätszuschlag) liability. Due to special rules on the restriction of withholding tax credits in respect of dividends, a full withholding tax credit requires that the following three cumulative requirements are met: (i) the holder must qualify as beneficial owner of the ADSs for an uninterrupted minimum holding period of 45 days occurring within a period starting 45 days prior to and ending 45 days after the due date of the dividends, (ii) the holder has to bear at least 70% of the change in value risk related to the ADSs during the minimum holding period as described under (i) of this paragraph and has not entered into (acting by itself or through a related party) hedging transactions which lower the change in value risk for more than 30%, and (iii) the holder must not be obliged to fully or largely compensate directly or indirectly the dividends to other persons. Technically these special rules on the restrictions of withholding tax credits may also be applied with respect to ADSs held as private assets by German tax residents, however practically these special rules should generally not be applied pursuant to a circular issued by the German Federal Ministry of Finance, dated April 3, 2017, reference number IV C 1 – S 2299/16/10002, m.no. 131. If these requirements are not met cumulatively, three-fifths of the withholding tax imposed on the dividends must not be credited against the holder’s corporate income tax or income tax liability, but may be deducted, upon application, from the holder’s tax base for the relevant tax assessment period. A holder that is generally subject to German income tax or corporate income tax and that has received gross dividends without any deduction of withholding tax due to a tax exemption without qualifying for a full tax credit under the aforementioned requirements has to notify the competent local tax office accordingly, has to file withholding tax returns for a withholding tax of 15% in accordance with statutory formal requirements and has to make a payment in the amount of the omitted withholding tax deduction. The special rules on the restriction of withholding tax credit (and the corresponding notification and payment obligations) do not apply to a holder whose overall dividend earnings within an assessment period do not exceed €20,000 or that has been the beneficial owner of the ADSs for at least one uninterrupted year until receipt (Zufluss) of the dividends. In addition to the restrictions, in particular, pursuant to a circular issued by the German Federal Ministry of Finance, dated July 9, 2021, reference number IV C 1-S 2252/19/10035:014, as amended, the withholding tax credit may also be denied as an anti-abuse measure.

To the extent, the amount withheld exceeds the income tax liability; the withholding tax will be refunded, if certain requirements are met (including the requirements).

Special rules apply to credit institutions (Kreditinstitute), financial services institutions (Finanzdienstleistungsinstitute), financial enterprises (Finanzunternehmen), life insurance and health insurance companies, and pension funds.

In principle, dividends that a corporation receives from German or foreign corporations are subject to corporate income tax (and solidarity surcharge thereon) at a rate of 15.825% and subject to trade tax of approximately 7.0% to 21.0% depending on the multiplier applied by the relevant municipality. However, regarding holders in the legal form of a corporation, capital gains are in general effectively 95% tax exempt from corporate income tax (including solidarity surcharge). Dividends are also generally 95% tax exempt from corporate income tax (including solidarity surcharge), inter alia, if the holder directly held at least 10% of the registered share capital (Grundkapital oder Stammkapital) of Evotec (or, arguably, ADSs representing at least 10% of the registered share capital (Grundkapital oder Stammkapital) of Evotec) at the beginning of the calendar year (“Qualifying Dividends”). Five percent of the capital gains and five percent of the Qualifying Dividends are treated as non-deductible business expenses, respectively, and, as such, are subject to corporate income tax (including solidarity surcharge); actual business expenses incurred to generate dividends may be deducted. The acquisition of a participation of at least 10% during a calendar year is deemed to have occurred at the beginning of such calendar year for the determination of whether a dividend is a Qualifying Dividend. Participations in the share capital of Evotec held through a partnership, including co-entrepreneurships (Mitunternehmerschaften), are attributable to the respective partner only on a pro rata basis at the ratio of its entitlement to the profits of the partnership. Moreover, actual business expenses allocable to the dividends are deductible.

Capital gains and dividend income of a German tax resident corporation are generally subject to German trade tax of approximately 7.0% to 21.0% depending on the multiplier applied by the relevant municipality. The 95% exemption for capital gains generally applies also for trade tax purposes.

However, the amount of any dividends after deducting business expenses related to the dividends is not subject to trade tax if the corporation directly or indirectly held at least 15% of Evotec’s registered share capital at the beginning of the relevant tax assessment period. In this case, the exemption of 95% of the dividend income also applies for trade tax purposes. Losses from the sale of ADSs are generally not tax deductible for corporate income tax and trade tax purposes. 100

Table of Contents Regarding individuals holding ADSs as business assets, 60% of dividends and capital gains are taxed at the individual’s personal income tax rate (plus up to 5.5% solidarity surcharge (Solidaritätszuschlag) thereon). Correspondingly, only 60% of business expenses related to the dividends and capital gains as well as losses from the sale of ADSs are principally deductible for income tax purposes.

Since 2021, the basis for the calculation of the solidarity surcharge (Solidaritätszuschlag)) and, if applicable, church tax (Kirchensteuer) has been reduced for certain individuals subject to tax assessments (other than withholding taxes), and in certain cases, the solidarity surcharge has been eliminated for individuals. Church tax (Kirchensteuer) may affect the withholding tax rate as described above in “—ADSs as Private Assets (Privatvermögen).” The dividend income and 60% of the capital gains are generally subject to trade tax, which is fully or partly creditable against the individual’s personal income tax by a lump-sum method (and such credit also reduces the solidarity surcharge (Solidaritätszuschlag) and, if applicable, church tax (Kirchensteuer)). Dividends (after deduction of business expenses economically related thereto) are exempt from trade tax if the holder held at least 15% of Evotec’s registered share capital at the beginning of the relevant tax assessment period.

German Inheritance and Gift Tax (Erbschaft- und Schenkungsteuer)

The transfer of ADSs to another person by inheritance or gift should be generally subject to German inheritance and gift tax—applying the principles set forth in the ADR Tax Circular although the ADR Tax Circular does not explicitly refer to this tax—only if:

(i)	The decedent or donor or heir, beneficiary or other transferee (a) maintained his or her domicile or a usual residence in Germany, (b) had its place of management or registered office in Germany at the time of the transfer, (c) is a German citizen who has spent no more than five consecutive years outside of Germany without maintaining a domicile in Germany or (d) is a German citizen who serves for a German entity established under public law and is remunerated for his or her service from German public funds (including family members who form part of such person’s household, if they are German citizens) and is only subject to estate or inheritance tax in his or her country of domicile or usual residence with respect to assets located in such country (special rules apply to certain former German citizens who neither maintain a domicile nor have their usual residence in Germany); or
(ii)	At the time of the transfer, the ADSs are held by the decedent or donor as business assets forming part of a permanent establishment in Germany or for which a permanent representative in Germany has been appointed; or
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(iii)	The ADSs subject to such transfer form part of a portfolio that represents at the time of the transfer 10% or more of the registered share capital of Evotec and that the decedent or donor has held directly or indirectly, either alone or together with related persons.
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The Agreement between the Federal Republic of Germany and the USA for the avoidance of double Taxation with respect to taxes on inheritances and gifts as of December 21, 2000 (Abkommen zwischen der Bundesrepublik Deutschland und den Vereinigten Staaten von Amerika zur Vermeidung der Doppelbesteuerung auf dem Gebiet der Nachlass-, Erbschaft- und Schenkungssteuern in der Fassung vom 21. Dezember 2000), hereinafter referred to as the “United States-Germany Inheritance and Gifts Tax Treaty,” provides that the German inheritance tax or gift tax can, with certain restrictions, only be levied in the cases of

(i) and (ii) above. Special provisions apply to certain German citizens living outside of Germany and former German citizens.

Other Taxes

No German transfer tax, value-added tax, stamp duty or similar taxes are assessed on the purchase, sale, or other transfer of ADSs. If certain requirements are met, an entrepreneur may opt, however, for value-added tax on transactions that are otherwise tax-exempt. Net wealth tax (Vermögensteuer) is currently not imposed in Germany. 101

Table of Contents Material U.S. Federal Income Tax Considerations

The following is a discussion of material U.S. federal income tax consequences to U.S. Holders, as defined below, of owning and disposing of our ADSs. It does not describe all tax considerations that may be relevant to a particular person’s decision to acquire the ADSs and the ownership and disposition thereof. This discussion applies only to a U.S. Holder that holds the ADSs as capital assets for U.S. federal income tax purposes, and this discussion applies only to such ADSs. This discussion assumes the ADS are denominated in U.S. dollars. This discussion is general in nature, and it does not describe all of the U.S. federal income tax consequences under provisions of the U.S. Internal Revenue Code of 1986 as amended (the “Code”) that may be relevant in light of the U.S. Holder’s particular circumstances, including but not limited to state and local tax consequences, alternative minimum tax consequences, the potential application of the Medicare contribution tax, estate or gift tax consequences, any tax consequences other than U.S. federal income tax consequences, and tax consequences applicable to U.S. Holders subject to special rules, such as:

●	Certain financial institutions including banks and insurance companies.
●	Regulated investment companies, real estate investment trusts, certain former citizens, or residents of the United States, “controlled foreign corporations,” “passive foreign investment companies,” corporations that accumulate earnings to avoid U.S. federal income tax, or expatriated entities subject to Section 7874 of the Code.
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●	Dealers or traders in securities who use a mark-to-market method of tax accounting.
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●	Persons holding ADSs as part of a hedging transaction, straddle, wash sale, conversion transaction or other integrated transaction or persons entering a constructive sale with respect to the ADSs.
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●	Persons whose functional currency for U.S. federal income tax purposes is not the U.S. dollar.
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●	Entities or arrangements classified as partnerships for U.S. federal income tax purposes or other pass-through entities or investors in such entities,
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●	Tax-exempt entities, including an “individual retirement account” or “Roth IRA”.
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●	Any persons directly or indirectly acquiring our ADSs in connection with the performance of services.
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●	Persons who are required to accelerate the recognition of any item of gross income with respect to ADSs because of such income being recognized on an applicable financial statement.
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●	Persons that own or are deemed to own directly or indirectly ten percent or more of our capital stock, including shares represented by ADSs, (by vote or value); or
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●	Persons holding ADSs in connection with a trade or business, permanent establishment, or fixed base conducted outside of the United States.
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If an entity or arrangement that is classified as a partnership for U.S. federal income tax purposes holds ADSs, the U.S. federal income tax treatment of a partner will generally depend on the status of the partner and the activities of the partner and the partnership. Partnerships holding ADSs and partners in such partnerships should consult their tax advisors as to the U.S. federal income tax consequences of owning and disposing of the ADSs. 102

Table of Contents This discussion is based on the Code, administrative pronouncements, judicial decisions, final, temporary and proposed (to the extent to which taxpayers may rely thereon) Treasury Regulations, and the income tax treaty between Germany and the United States (the “Treaty”), all as of the date hereof, any of which is subject to change or differing interpretations, possibly with retroactive effect, so as to result in U.S. federal income tax consequences different from those discussed below. It is also based in part on representations by the depositary and assumes that each obligation under the deposit agreement and any related agreement will be performed in accordance with its terms. We have not sought, and do not expect to seek, any ruling from the U.S. Internal Revenue Service (the “IRS”) with respect to the statements made and the conclusions reached in the following summary, and there can be no assurance that the IRS or a court would agree with our statements and conclusions or that a court would not sustain any challenge by the IRS in the event of litigation.

A “U.S. Holder” is a holder who, for U.S. federal income tax purposes, is a beneficial owner of ADSs, who is eligible for the benefits of the Treaty and who is:

(i)	an individual who is a citizen or individual resident of the United States.
(ii)	a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the United States, any state therein, or the District of Columbia.
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(iii)	an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or
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(iv)	a trust if either (1) a court within the United States can exercise primary jurisdiction over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (2) the trust has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.
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In general, a U.S. Holder who owns ADSs will be treated as the owner of the underlying ordinary shares represented by those ADSs for U.S. federal income tax purposes. Accordingly, no gain or loss will be recognized if a U.S. Holder exchanges ADSs for the underlying ordinary shares represented by those ADSs. U.S. Holders are urged to consult their tax advisors concerning the U.S. federal, state, and local and non-U.S. tax consequences to them of the exchange of ADSs for the underlying ordinary shares represented by those ADSs, as well as the ownership and disposition of such ordinary shares in light of their particular circumstances.

The U.S. Treasury has expressed concern that parties to a pre-release of ADSs, or intermediaries in the chain of ownership between holders and the issuer of the security underlying the ADSs, may be taking actions that are inconsistent with the claiming of foreign tax credits by holders of ADSs. These actions would also be inconsistent with the claiming of the reduced rate of tax, described below, applicable to dividends received by certain non-corporate holders. Accordingly, the creditability of German taxes, and the availability of the reduced tax rate for dividends received by certain non-corporate U.S. Holders, each described below, could be affected by actions taken by such parties or intermediaries.

U.S. Holders are urged to consult their tax advisors concerning the U.S. federal, state, local, and non-U.S. tax consequences of owning and disposing of ADSs in their particular circumstances. In particular, because our group currently includes U.S. subsidiaries, (i.e., Evotec (US), Inc. and Just - Evotec Biologics Inc.) and therefore under current law our foreign subsidiaries may be treated as controlled foreign corporations (regardless of whether we are or are not treated as a controlled foreign corporation), any U.S. Holder that owns or is deemed to own ten percent or more of our capital stock, directly or through ADSs, (by vote or value) is urged to consult its tax advisor regarding the potential application of the “Subpart F income” and “global intangible low-taxed income” rules to an investment in our ADSs.

THIS SUMMARY IS FOR GENERAL INFORMATION PURPOSES ONLY, AND IS NOT INTENDED TO BE, AND SHOULD NOT BE CONSTRUED TO BE, LEGAL OR TAX ADVICE TO ANY PARTICULAR HOLDER. PROSPECTIVE INVESTORS ARE URGED TO CONSULT THEIR TAX ADVISORS WITH REGARD TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS, AS WELL AS THE APPLICATION OF U.S. NON- INCOME TAX LAWS AND THE LAWS OF ANY STATE, LOCAL, OR NON-U.S. JURISDICTION, IN LIGHT OF THEIR PARTICULAR SITUATION. 103

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Dividends

As discussed above under “Dividend Policy,” we do not expect to make distributions on our ADSs soon. If we do make distributions of cash or other property, subject to the PFIC rules described below, distributions paid on ADSs, other than certain pro rata distributions of ordinary shares, will generally be treated as dividends to the extent paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). To the extent a distribution with respect to ADSs exceeds our current or accumulated earnings and profits, as determined under U.S. federal income tax principles, the distribution will be treated, first, as a tax-free return of the U.S. Holder’s investment, up to the holder’s adjusted tax basis in its ADSs, and, thereafter, as capital gain, which is subject to the tax treatment described below in “—Gain on Sale, Exchange or Other Taxable Disposition.” Because we do not, and do not intend to, maintain calculations of our earnings and profits under U.S. federal income tax principles, we expect that distributions generally will be reported to U.S. Holders as dividends, even if that distribution would otherwise be treated as a non-taxable return of capital or as capital gain under the rules described above. If and for so long as our ADSs are listed on the Nasdaq or another established securities market in the United States (in the case of ADSs) or if and for so long as we are eligible for benefits under the Treaty, dividends paid to certain non-corporate U.S. Holders may be eligible for taxation as “qualified dividend income” if we are not treated as a PFIC with respect to the U.S. Holder in the taxable year in which the dividend is paid and were not treated as a PFIC with respect to the U.S. Holder in the preceding taxable year, and if certain minimum holding period and other requirements are met, and therefore, subject to applicable limitations and the discussion above regarding concerns expressed by the U.S. Treasury, may be taxable at rates not in excess of the long-term capital gain rate then applicable to such U.S. Holders. U.S. Holders should consult their tax advisors regarding the availability of the reduced tax rate on dividends in their circumstances. The amount of a dividend will include any amounts withheld by us in respect of German income taxes. Subject to the PFIC rules described below, the amount of the dividend will be treated as foreign-source dividend income to U.S. Holders and will not be eligible for the dividends-received deduction generally available to U.S. corporations under the Code. For U.S. foreign tax credit purposes, the dividends will generally be treated as passive category income. Subject to the PFIC rules described below, dividends will be included in a U.S. Holder’s income on the date of the depositary’s receipt of the dividend. The amount of any dividend income paid in euros will be the U.S. dollar amount calculated by reference to the exchange rate in effect on the date of actual or constructive receipt, regardless of whether the payment is in fact converted into or exchanged for U.S. dollars at that time. If the dividend is converted into U.S. dollars on the date of receipt, a U.S. Holder should not be required to recognize foreign currency gain or loss in respect of the dividend income. A U.S. Holder may have foreign currency gain or loss if the dividend is converted into U.S. dollars after the date of receipt. Generally, any gain or loss resulting from currency exchange fluctuations during the period from the date the dividend payment is included in income to the date the payment is converted into U.S. dollars will be treated as ordinary income or loss and will not be eligible for the special tax rate applicable to qualified dividend income. This gain or loss will generally be U.S.-source gain or loss for foreign tax credit purposes.

Subject to applicable limitations, some of which vary depending upon the U.S. Holder’s particular circumstances, and subject to the discussion above regarding concerns expressed by the U.S. Treasury, the German tax withheld in accordance with the Treaty at a rate not exceeding the rate provided by the Treaty and paid over to the German taxing authority will be creditable or deductible against a U.S. Holder’s U.S. federal income tax liability. To the extent a refund of the tax withheld is available to a U.S. Holder under German law or under the Treaty, the amount of tax withheld that is refundable will not be eligible for credit against a U.S. Holder’s U.S. federal income tax liability (and will not be eligible for the deduction against U.S. federal taxable income described below) and German taxes withheld in excess of the rate applicable under the Treaty will not be eligible for credit against a U.S. Holder’s U.S. federal income tax liability. In lieu of claiming a foreign tax credit, U.S. Holders may, at their election, deduct foreign taxes, including any German income tax, in computing their taxable income, subject to generally applicable limitations under U.S. law. An election to deduct foreign taxes instead of claiming foreign tax credits applies to all foreign taxes paid or accrued in the taxable year. The rules governing foreign tax credits are complex, and U.S. Holders should consult their tax advisors regarding the creditability of foreign taxes in their circumstances.

Gain On Sale, Exchange, or Other Taxable Disposition

Subject to the PFIC rules described below, gain or loss realized on the sale or other taxable disposition of ADSs will be capital gain or loss, and will be long-term capital gain or loss if the U.S. Holder held the ADSs for more than one year. Long-term capital gains of non-corporate U.S. Holders are generally taxed at preferential rates. The amount of the gain or loss will equal the difference between the U.S. Holder’s tax basis in the ADSs disposed of (which, subject to the PFIC rules described below, generally will equal the cost of such ADSs to the U.S. Holder) and the amount realized on the disposition, in each case as determined in U.S. dollars. This gain or loss will generally be U.S.-source gain or loss for foreign tax credit purposes. The deductibility of capital losses is subject to various limitations. 104

Table of Contents If the consideration received by a U.S. Holder is not paid in U.S. dollars, the amount realized will be the U.S. dollar value of the payment received determined by reference to the spot rate of exchange on the date of the sale or other disposition. However, if the ADSs are treated as traded on an “established securities market” and a U.S. Holder is either a cash basis taxpayer or an accrual basis taxpayer that has made a special election (which must be applied consistently from year to year and cannot be changed without the consent of the IRS), such U.S. Holder will determine the U.S. dollar value of the amount realized in a non-U.S. dollar currency by translating the amount received at the spot rate of exchange on the settlement date of the sale. If a U.S. Holder is an accrual basis taxpayer that is not eligible to or does not elect to determine the amount realized using the spot rate on the settlement date, such U.S. Holder will recognize foreign currency gain or loss to the extent of any difference between the U.S. dollar amount realized on the date of sale or disposition and the U.S. dollar value of the currency received at the spot rate on the settlement date.

Passive Foreign Investment Company (“PFIC”) Considerations

Under the Code, we will be a PFIC for any taxable year in which, after the application of certain “look- through” rules with respect to subsidiaries, either (i) 75% or more of our gross income consists of “passive income,” or (ii) 50% or more of the average quarterly value of our assets consist of assets that produce, or are held for the production of, “passive income.” For purposes of the above calculations, we will be treated as if we hold our proportionate share of the assets of and directly receive our proportionate share of the income of, any other corporation in which we directly or indirectly own at least 25%, by value, of the shares of such corporation. Passive income generally includes dividends, interest, rents, certain non-active royalties, and capital gains. Although we have not performed a definitive PFIC analysis using U.S. federal income tax principles, based on certain estimates as to the composition of our income and assets, including the implied value (based on our market capitalization) of our assets that produce non-passive income during 2025, we do not believe that we were a PFIC for our 2025 taxable year. However, there can be no assurance that the IRS will agree with our conclusion. In addition, whether we or any of our subsidiaries will be a PFIC in 2025 or any future year is a factual determination that must be made annually at the close of each taxable year, and, thus, is subject to significant uncertainty, because among other things (i) we currently own a substantial amount of passive assets, including cash and securities that may give rise to passive income, (ii) the valuation of our assets that may generate non-passive income for PFIC purposes, including our intangible assets, is uncertain and may vary substantially over time, (iii) the treatment of grants as income for U.S. federal income tax purposes is unclear, and (iv) the composition of our income, if any, may vary substantially over time. The average quarterly value of our assets for purposes of determining our PFIC status for any taxable year will generally be determined in part by reference to our market capitalization, which has fluctuated and may continue to fluctuate significantly over time. Accordingly, there can be no assurance that we will not be a PFIC in 2025 or any taxable year. If we are a PFIC for any year during which a U.S. Holder holds or is deemed to hold ADSs, we generally would continue to be treated as a PFIC with respect to that U.S. Holder for all succeeding years during which the U.S. Holder holds or is deemed to hold the ADSs, even if we ceased to meet the threshold requirements for PFIC status, unless under certain circumstances the U.S. Holder makes a valid deemed sale or deemed dividend election under the applicable Treasury Regulations with respect to its ADSs.

Under attribution rules, assuming we are a PFIC, U.S. Holders will be deemed to own their proportionate shares of any Lower-tier PFICs and will be subject to U.S. federal income tax according to the rules described in the following paragraphs on (i) certain distributions by a Lower-tier PFIC and (ii) a disposition of shares of a Lower-tier PFIC, in each case as if the U.S. Holder held such shares directly, even if the U.S. Holder has not received the proceeds of those distributions or dispositions.

If we were a PFIC for any taxable year during which a U.S. Holder held or is deemed to have held ADSs (assuming such U.S. Holder has not made a timely mark-to-market election, as described below), gain recognized by a U.S. Holder on a sale or other disposition (including certain pledges) of such ADSs, or an indirect disposition of shares of a Lower-tier PFIC, would be allocated ratably over the U.S. Holder’s holding period for such ADSs. The amounts allocated to the taxable year of the sale or other disposition and to any year before we became a PFIC would be taxed as ordinary income. The amount allocated to each other taxable year would be subject to tax at the highest rate in effect for individuals or corporations, as appropriate, for that taxable year, and an interest charge would be imposed on the amount allocated to that taxable year. Further, to the extent that any distribution received by a U.S. Holder with respect to its ADSs (or a distribution by a Lower-tier PFIC to its shareholder that is deemed to be received by a U.S. Holder) exceeds 125% of the average of the annual distributions on the ADSs received during the preceding three years or the U.S. Holder’s holding period, whichever is shorter, that distribution would be subject to taxation in the same manner as gain, described immediately above. 105

Table of Contents A U.S. Holder can avoid certain of the adverse rules described by making a mark-to-market election with respect to its ADSs, if the ADSs are “marketable.” ADSs will be marketable if they are “regularly traded” on a “qualified exchange” or other market within the meaning of applicable Treasury Regulations. If the mark-to-market election is available and a U.S. Holder makes the mark-to-market election, it generally will recognize as ordinary income any excess of the fair market value of the ADSs at the end of each taxable year over their adjusted tax basis. Accordingly, such mark-to-market election may accelerate the recognition of income without a corresponding receipt of cash. An electing U.S. Holder will recognize an ordinary loss in respect of any excess of the adjusted tax basis of the ADSs over their fair market value at the end of the taxable year (but only to the extent of the net amount of income previously included because of the mark-to-market election). If a U.S. Holder makes the election, the U.S. Holder’s tax basis in the ADSs will be adjusted to reflect the income or loss amounts recognized. Any gain recognized on the sale or other disposition of the ADSs, as applicable, in a year when we are a PFIC will be treated as ordinary income and any loss will be treated as an ordinary loss (but only to the extent of the net amount of income previously included because of the mark-to-market election). U.S. Holders should consult their tax advisors regarding the availability and advisability of making a mark-to-market election in their particular circumstances. The mark-to-market election applies to the taxable year for which the election is made and all subsequent taxable years, unless the ADSs cease to be treated as “marketable” for purposes of the PFIC rules or the IRS consents to its revocation.

In addition, to avoid the application of the foregoing rules, a United States person that owns stock in a PFIC for U.S. federal income tax purposes may make a “qualified electing fund” election (a “QEF Election”) with respect to such PFIC, and each PFIC in which the PFIC holds equity interests, if the PFIC provides the information necessary for such election to be made. To make such an election, a United States person would be required to make the QEF Election for each PFIC by attaching a separate properly completed IRS Form 8621 for each PFIC to the United States person’s timely filed U.S. federal income tax return generally for the first taxable year that the entity is treated as a PFIC with respect to the United States person. A U.S. Holder generally may make a separate election to defer payment of taxes on the undistributed income inclusion under the QEF rules, but if deferred, any such taxes are subject to an interest charge. If a United States person makes a QEF Election with respect to a PFIC, the United States person will be currently taxed on its pro rata share of the PFIC’s ordinary earnings and net capital gain (at ordinary income and capital gain rates, respectively) for each taxable year that the entity is classified as a PFIC and will not be required to include such amounts in income when actually distributed by the PFIC. There is no assurance that we will provide information necessary for U.S. Holders to make QEF Elections. If a U.S. Holder makes a QEF Election with respect to us, any distributions paid by us out of our earnings and profits that were previously included in the U.S. Holder’s income under the QEF Election will not be taxable to the U.S. Holder. A U.S. Holder will increase its tax basis in its ADSs by an amount equal to any income included under the QEF Election and will decrease its tax basis by any amount distributed, if any, on the ADSs that is not included in its income. In addition, a U.S. Holder will recognize capital gain or loss on the disposition of ADSs in an amount equal to the difference between the amount realized and its adjusted tax basis in the ADSs. U.S. Holders should note that if they make QEF Elections with respect to Lower-tier PFICs, if any, and us they might be required to pay U.S. federal income tax with respect to their ADSs, for any taxable year significantly in excess of any cash distributions, if any, received on the ADSs, as applicable, for such taxable year. U.S. Holders should consult their tax advisors regarding making QEF Elections in their particular circumstances.

In addition, if we were a PFIC or, with respect to a particular U.S. Holder, were treated as a PFIC for the taxable year in which we paid a dividend or for the prior taxable year, the preferential dividend rates discussed above with respect to dividends paid to certain non-corporate U.S. Holders would not apply.

If a U.S. Holder owns ADSs during any year in which we are a PFIC, the U.S. Holder generally must file annual reports, containing such information as the U.S. Treasury may require on IRS Form 8621 (or any successor form) with respect to us, generally with the U.S. Holder’s federal income tax return for that year, unless otherwise specified in the instructions with respect to such form. The failure to file IRS Form 8621 could result in the imposition of penalties and the extension of the statute of limitations with respect to U.S. federal income tax return.

The IRS has finalized Treasury Regulations that address various issues related to determining whether a foreign corporation is a PFIC and whether a U.S. shareholder holds PFIC stock and has released proposed Treasury Regulations that address various issues related to determining whether a foreign corporation is a PFIC. These final Treasury Regulations and proposed Treasury Regulations (if finalized) may affect whether we are a PFIC in 2025 or any future year. You should consult your tax advisor regarding the effect, if any, these Treasury Regulations may have, or such proposed Treasury Regulations would have, on the determination of our PFIC status. 106

Table of Contents U.S. Holders should consult their tax advisors concerning our potential PFIC status and the potential application of the PFIC rules. The U.S. federal income tax rules relating to PFICs are very complex. U.S. Holders are strongly urged to consult their tax advisors with respect to the impact of PFIC status on the purchase, ownership and disposition of our ADSs, as applicable, the consequences to them of an investment in a PFIC (and any Lower-tier PFICs), any elections available with respect to our ADSs and the IRS information reporting obligations with respect to the purchase, ownership and disposition of shares of a PFIC (including any ADSs representing such shares).

Information Reporting and Backup Withholding

Payments of dividends and sales proceeds that are made within the United States or through certain U.S.-related financial intermediaries generally are subject to information reporting, and may be subject to backup withholding, unless (i) the U.S. Holder is a corporation or other exempt recipient or (ii) in the case of backup withholding, the U.S. Holder provides a correct taxpayer identification number and certifies that it is not subject to backup withholding generally on an IRS Form W-9.

Backup withholding is not an additional tax. The amount of any backup withholding from a payment to a U.S. Holder will be allowed as a credit against the U.S. Holder’s U.S. federal income tax liability and may entitle it to a refund if the required information is timely furnished to the IRS.

Information Reporting with Respect to Foreign Financial Assets

Certain U.S. Holders who are individuals and certain entities may be required to report information relating to an interest in the ADSs, subject to certain exceptions (including an exception for ADSs held in accounts maintained by certain U.S. financial institutions). Such U.S. Holders who fail to timely furnish the required information may be subject to a penalty. U.S. Holders should consult their tax advisors regarding whether they are obligated to report information relating to their ownership and disposition of ADSs.

F.	Dividends and paying agents .

Not applicable.

G.	Statements by experts .

Not applicable.

H.	Documents on display .

We are subject to the information reporting requirements of the Exchange Act applicable to foreign private issuers. Accordingly, we are required to file reports and other information with the SEC, including annual reports on Form 20-F and reports on Form 6-K. The SEC maintains an internet website that contains reports and other information about issuers, like us, that file electronically with the SEC. The address of that website is www.sec.gov.

I.	Subsidiary Information .

Not applicable.

J.	Annual Report to Security Holders

Not applicable. 107

Table of Contents Item 11. **** Quantitative and Qualitative Disclosures about Market Risk .

We are exposed to several financial risks concerning specific areas including but not limited to foreign exchange risk, interest risk, liquidity risk and credit risk. Market risk is the risk that changes in market conditions will affect our results of operations or the value of the financial instruments held.

Our business is also subject to other risks and uncertainties that we describe from time to time in our public filings. See Item 3.D, “Key information — Risk factors.” Developments in any of these areas could cause our results to differ materially from the results that we or others have projected or may project.

Foreign Exchange Risk

We operate via our Euro zone companies, mainly in Germany, Italy and France, but we also conduct business in the UK and the United States. Our consolidated financial statements are reported in Euros. Our exposure to the risk of changes in foreign exchange rates relates primarily to our operating activities and we carry both translational and transactional foreign exchange risk. We generate a significant portion of our revenue and incur a significant portion of our expenses in certain non-Euro currencies, mainly U.S. dollars and pound sterling. We hold our deposits primarily in three major operating currencies (Euro, U.S. dollars and pound sterling). For the year ended December 31, 2025, 65% and 7% of our revenue and 33% and 18% our cost of revenue was in U.S. dollars and pound sterling, respectively compared to 62% and 10% our revenue and 31% and 18% our cost of revenue was in U.S. dollars and pound sterling, respectively for the year ended December 31, 2024.

We currently engage in hedging activities and use forward contracts and spot transactions to convert U.S. dollars to Euros and pound sterling by means of mitigating our exposure to exchange rate fluctuations.

Translational risk:

Exchange rate fluctuations between the applicable foreign currency and the Euro will affect the translation of foreign subsidiaries’ financial results into Euro for the purpose of reporting our consolidated statements of comprehensive income. The process by which we translate each foreign subsidiary’s financial results to Euro is as follows:

●	assets and liabilities including goodwill of foreign subsidiaries with functional currencies other than the Euro are translated into Euro using the respective exchange rates at the end of the reporting period.
●	income statements of subsidiaries are translated using monthly average exchange rates during the respective period.
---	---

Gains or losses resulting from translating foreign functional currency financial statements are recognized in other comprehensive income and realized through P&L on termination of the respective position.

Transactional risk:

We record all foreign currency transaction and remeasurement gains and losses as other finance income (expense), net on the consolidated income statement. We do not have significant operations in countries considered highly inflationary.

Interest Rate Risk

We are exposed to interest rate risk through variable interest-bearing loans as well as current investments, in Germany, but also at our foreign entities. The fair value of debt varies from the carrying amount if there is a difference between the underlying interest rate to the market interest rate.

The Group is exposed to interest rate risk through variable interest - bearing loans. These interest rate risks are considered immaterial. 108

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Liquidity Risk

Liquidity risk is the risk that we will not be able to meet our financial obligations as they fall due. Our approach to managing liquidity is to ensure, as far as possible, that we will always have sufficient liquidity to meet liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to our reputation.

Credit Risk

Credit risk is the risk of financial loss if a customer or counterparty to a financial instrument fails to meet their contractual obligations. Our credit risk arises primarily from cash and cash equivalents and other financial assets, including deposits with banks and financial institutions, as well as credit exposures to customers, including outstanding receivables and contract assets. We attempt to limit our exposure to credit risk by maintaining our bank accounts and short-term deposits with well-established financial institutions. For our credit exposure to customers, we perform ongoing credit evaluations of our customers’ financial condition and maintain an appropriate specific allowance for uncollectible accounts receivable based upon the expected collectability of all accounts receivable. Our accounts receivables are generally unsecured and are not backed by collateral from our customers. As of December 31, 2025, and December 31, 2024, one customer accounted for 33% and 9% of our trade receivables, respectively. Concentrations of credit risk with respect to trade accounts receivables are generally limited by geographically diverse customers as well as industry -group wise differentiated customers (pharma, biotech, foundations),and our monitoring procedures.

Item 12. **** Description of Securities Other than Equity Securities .

A.	Debt Securities .

Not applicable.

B.	Warrants and Rights .

Not applicable.

C.	Other Securities .

Not applicable.

D.	American Depositary Shares .

JPMorgan Chase Bank, N.A., as depositary, registers and delivers the ADSs. Each ADS represents one-half of one share (or a right to receive one share) deposited with BNP Paribas (Deutschland) OHG as custodian for the depositary in Germany. Each ADS also represents any other securities, cash, or other property, which may be held by the depositary. The deposited shares together with any other securities, cash or other property held by the depositary are referred to as the deposited securities. The depositary’s office at which the ADSs will be administered, and its principal executive office are located at 270 Park Avenue, Floor 8, New York, NY 10017.

For more complete information, you should read the entire amended and restated deposit agreement and the form of ADR. A copy of the amended and restated deposit agreement and the form of ADR are incorporated by reference as Exhibits 2.1 and 2.2 of this annual report, respectively. 109

Table of Contents Fees and Expenses

Persons depositing or withdrawing shares or ADS holders must pay:

$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)	​ ​ ​	Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates
$0.05 (or less) per ADS	​	Any cash distribution to ADS holders
A fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for issuance of ADSs	​	Distribution of securities distributed to holders of deposited securities (including rights) that are distributed by the depositary to ADS holders
an aggregate fee of U.S.$0.05 or less per ADS per calendar year (or portion thereof)	​	For services performed by the Depositary in administering the ADSs
Registration or transfer fees	​	Depositary services Transfer and registration of shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw shares
Charges of the depositary	​	SWIFT, cable and facsimile transmission and delivery charges. including a cancellation transaction fee of $15.00 will be charged per cancellation request (when expressly provided in the deposit agreement or disclosed on adr.com)
Fees of the depositary	​	Converting foreign currency to U.S. dollars, as disclosed on adr.com
Taxes and other governmental charges the depositary or the custodian has to pay on any ADSs or shares underlying ADSs, such as stock transfer taxes, stamp duty or withholding taxes	​	As necessary
Any charges incurred by the depositary or its agent for servicing the deposited securities	​	As necessary

​

The depositary collects its fees for delivery and surrender of ADSs directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary may collect its annual fee for depositary services by deduction from cash distributions, by directly billing investors, or by charging the book-entry system accounts of participants acting for them. The depositary may collect any or all of its fees by deduction from any cash distribution payable (or by selling a portion of securities or other property distributable) to ADS holders that are obligated to pay those fees. The depositary may generally refuse to provide fee-attracting services until its fees for those services are paid.

From time to time, the depositary may make payments to us to reimburse us for costs and expenses generally arising out of establishment and maintenance of the ADS program, waive fees and expenses for services provided to us by the depositary or share revenue from the fees collected from ADS holders. In performing its duties under the deposit agreement, the depositary may use brokers, dealers, foreign currency dealers or other service providers that are owned by or affiliated with the depositary and that may earn or share fees, spreads, or commissions.

The depositary may convert currency itself or through any of its affiliates and, in those cases, acts as principal for its own account and not as agent, advisor, broker or fiduciary on behalf of any other person and earns revenue, including, without limitation, transaction spreads, that it will retain for its own account. The revenue is based on, among other things, the difference between the exchange rate assigned to the currency conversion made under the deposit agreement and the rate that the depositary or its affiliate receives when buying or selling foreign currency for its own account. The depositary makes no representation that the exchange rate used or obtained in any currency conversion under the deposit agreement will be the most favorable rate that could be obtained at the time or that the method by which that rate will be determined will be the most favorable to ADS holders, subject to the depositary’s obligations under the deposit agreement. The methodology used to determine exchange rates used in currency conversions is available at adr.com.

​ 110

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Item 13. **** Defaults, Dividend Arrearages and Delinquencies .

None.

Item 14. **** Material Modifications to the Rights of Security Holders and Use of Proceeds .

None.

​

Item 15. **** Controls and Procedures.

A.	Disclosure Controls and Procedures.

As required by Rule 13a-15 under the Exchange Act, our management, including our CEO and our CFO, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Disclosure controls and procedures include, without limitations, controls and procedures designed to ensure that information required to be disclosed by us in our reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our CEO and our CFO, or persons performing similar functions, as appropriate to allow timely decisions regarding our required disclosures.

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our management, with the participation of our CEO and CFO, carried out an evaluation of the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2025, the end of the period covered by this annual report. Based upon that evaluation, and because of the material weaknesses described below, management concluded that, as of December 31, 2025, our disclosure controls and procedures were not effective at the reasonable assurance level.

Notwithstanding the material weaknesses described in Management’s Report on Internal Control over Financial Reporting, our management has concluded that our financial statements for the periods covered by and included in this annual report are prepared in accordance with IFRS as issued by the IASB and fairly present, in all material respects, our financial position, results of operations and cash flows for each of the periods presented herein.

*B.*Management’s annual report on internal control over financial reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13-15(f) and 15d-15(f) under the Exchange Act of 1934, as amended, for the Company. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statement in accordance with IFRS that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of a company’s assets, (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that a company’s receipts and expenditures are being made only in accordance with authorizations of a company’s management and directors, and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of a company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 111

Table of Contents Under the supervision and with the participation of our CEO and CFO, management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025, based on the framework set forth in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, our management concluded that our internal control over financial reporting was not effective as of December 31, 2025, because of the material weaknesses described below.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis.

Material Weaknesses Identified

As of December 31, 2025, we did not maintain appropriately designed controls impacting the control environment, risk assessment procedures, and effective monitoring controls to prevent or detect material misstatements to the consolidated financial statements. These deficiencies were attributed to: (a) Ineffective design, maintenance, and monitoring of the risk assessment program at a sufficiently precise level to identify new and evolving risks, including those relating to intangible assets and income tax positions. (b) Lack of design, maintenance and operation of effective controls over IT-system access management leading to improper segregation of duties, and improper user access rights critical to certain systems of financial reporting. In addition, there was a lack of effective controls over data used in the execution of controls. Therefore, it is possible that Evotec’s business processes and controls that rely on the accuracy and completeness of data or automated application controls could be adversely affected due to the considerations listed above. (c) Ineffective design and maintenance of effective controls over revenue recognition, the review of manual journal entries, the assessment of income tax positions, and the capitalization of internally developed and acquired intangible assets.

Remediation Activities and Plans

Management is committed to remediating the material weaknesses in a timely fashion. As of the reporting date, we have already executed several measures and are actively progressing with additional enhancements over the control, process and tool implementations as outlined in our comprehensive remediation plan. These actions will address the material weaknesses in internal control over financial reporting. The remediation plan considers the following measures:

●	We have initiated a plan to harmonize and automate, where possible, the revenue recognition process, with specific focus on addressing systemic challenges.
●	For manual journal entries, we will provide targeted training to preparers and reviewers, update and strengthen the existing manual journal entries policy, conduct quarterly dry‑runs to reinforce expectations, and continue reducing manual postings through system automation.
---	---
●	To enhance the reliability of tax‑related controls, we are implementing standardized checklists to validate completeness and accuracy of key inputs and to ensure assumptions assessments are appropriately supported.
---	---
●	In relation to weaknesses under Intangible Assets, we are developing a new end‑to‑end process narrative, standardizing IFRS‑aligned assessment procedures, developing controls over the completeness and accuracy of capitalized intangibles establishing centralized evidence retention with clearly defined ownership and responsibilities.
---	---
●	To address access management weaknesses across financial reporting systems we are enhancing our overall access governance framework, including strengthening controls over user permissions, improving oversight of system configuration changes, and implementing additional monitoring activities, including over automated controls and system-generated data, to ensure that access to critical functionalities is appropriately restricted and regularly reviewed.
---	---

112

Table of Contents

●	For the material weakness within our risk assessment program, we are implementing a formalized quarterly scoping governance process. This includes structured coordination with different business areas, and documented evaluation of significant changes in balances and processes to ensure timely communication and incorporation of new risks into the control environment.

We believe we are making progress toward achieving the effectiveness of our internal control over financial reporting and disclosure controls and procedures. The actions we are taking are subject to ongoing senior management review, as well as Audit and Compliance Committee oversight. We are committed to establishing and maintaining a strong internal control environment and implementing measures designed to help ensure that control deficiencies contributing to the material weaknesses are remediated as soon as possible.

As we work to remediate our material weaknesses and continue to evaluate and work to improve our internal control over financial reporting, our management is likely to determine that additional steps or measures may be necessary to address and remediate the material weaknesses. Management may also determine that it is necessary to modify the above-mentioned remediation efforts depending on the circumstances and Company needs. We cannot assure you that these remediation efforts will be successful or that its internal control over financial reporting will be effective in accomplishing all control objectives all of the time. Management will continue to assess the effectiveness of these remediation efforts in connection with its evaluations of internal control over financial reporting.

In addition to the remediation steps discussed above, we continue with changes included implementation of new controls, identification of key controls, evaluation and, where necessary, improvement of the existing controls. This included an evaluation of business process controls, information technology general controls, key reports as well as entity level controls in all material subsidiaries of Evotec SE.

Remediation of Previously Identified Material Weaknesses

In connection with the preparation and audit of our consolidated financial statements for the financial year ended December 31, 2024, we previously identified a material weakness related to revenue recognition, manual journal entries and the accounting assessment of complex and non-standard accounting matters and associated presentation and disclosures. In 2025 we remediated deficiencies regarding the assessment of non-recurring and complex accounting matters and associated presentation and disclosure, engaging experts with the appropriate knowledge, skill and ability, to prepare accounting matters and competent supervision over the results and related disclosures of such matters within the consolidated financial statements.

In addition, we initiated the broader revenue recognition harmonization project, which laid the foundation for further integration and automation of the revenue process in 2026, helping to reduce manual steps and improve the transparency of review procedures. We also made incremental improvements in the review of manual journal entries during 2025, including enhanced oversight, more timely execution of review procedures, and increased consistency in applying established controls. While these actions demonstrate progress, they were not sufficient to remediate the related control deficiencies, and additional enhancements remain part of our ongoing remediation plans.

While we are implementing the measures required to fully remediate the material weaknesses, we cannot predict the success of such measures or the outcome of our assessment of these measures at this time, and we cannot assure you that we will be able to fully remediate our material weakness in the future. See “Item 3. Key Information — D. Risk factors — Risks Related to Our Business“.

*C.*Attestation report of the registered public accounting firm .

The effectiveness of our internal control over financial reporting as of December 31, 2025, has been audited by BDO AG Wirtschaftsprüfungsgesellschaft, an independent registered public accounting firm. Their report is included on page F-2. BDO AG Wirtschaftsprüfungsgesellschaft is a member of the Chamber of Public Accountants (Wirtschaftsprüferkammer), Berlin, Germany.

D.	Changes in internal control over financial reporting

Other than as described above in Item 15.B of this annual report, there were no changes to our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Securities and Exchange Act of 1934) that occurred during the period covered by this Form 20-F that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 113

Table of Contents Item 16. **** [Reserved]

Item 16A. **** Audit committee financial expert .

Our Board of directors has determined that Roland Sackers is an audit committee financial expert as defined by SEC rules and has the requisite financial sophistication under the applicable rules and regulations of the Nasdaq Stock Market. Roland Sackers is not only independent and has the required specialist knowledge and experience in the application of accounting principles and internal control processes and the audit, including sustainability reporting and its audit and assurance. Roland Sackers’ expertise in the field of accounting includes special knowledge and experience in the application of accounting principles and internal control and risk management systems, and his expertise in the field of auditing includes special knowledge and experience in the auditing of financial statements. In addition, Camilla Macapili Languille has expertise in the field of accounting, internal control, and risk management systems. The Company has determined that Roland Sackers, Camilla Macapili Languille and Dr. Constanze Ulmer-Eilfort are independent as such term is defined in Rule 10A-3 under the Exchange Act and under the listing standards of the Nasdaq Stock Market. For more information see “Item 6. Directors, Senior Management and Employees — C. Board Practices — Committees — Audit Committee.”

Item 16B. **** Code of Ethics.

We have adopted a Code of Ethics and Business Conduct, which covers a broad range of matters including the handling of conflicts of interest, compliance issues and other corporate policies such as insider trading and equal opportunity and non-discrimination standards. The Code of Ethics and Business Conduct applies to all our Supervisory Board members, Management Board members, directors of our subsidiaries and our affiliates and employees. The full text of the Code of Ethics and Business Conduct is available on our website at www.evotec.com. The information and other content appearing on our website does not constitute a part of this annual report and is not incorporated by reference herein. Any amendments or waivers from the provisions of the Code of Ethics and Business Conduct for members of our Supervisory or Management Boards will be disclosed on our website promptly following the date of such amendment or waiver.

Our Code of Ethics and Business Conduct also includes our policy on conflicts of interest and sets forth guidelines for employee conduct which are intended to prevent actual or perceived conflicts of interest. Under our conflicts of interest policy, employees are directed to avoid situations in which they are directly or indirectly involved in, linked to, or draw personal gain from external business activities if those activities are in any way linked to the activities of Evotec. Additionally, employees may not make use of, disclose, or share any company information that is not in the public domain or do any transactions with stock of the Company based on insider knowledge. These prohibitions also apply to the family members and close friends of employees.

Our compliance policies and procedures are designed to ensure compliance with applicable legal requirements, while at the same time implementing high ethical standards that are mandatory for both management and each employee. For example, the company requires that all board members and other employees attend electronic or face-to-face trainings tailored to specific compliance issues and risks at the company. Our compliance program is overseen by the company’s compliance officer who functions as an independent and objective body that reviews and evaluates compliance issues and concerns within our organization. The overall responsibility for the compliance management system lies with the Management Board. The Audit and Compliance Committee receives regular reports on the operation of the compliance management system.

Item 16C. **** Principal Accountant Fees and Services.

For information regarding the Principal Accountant Fees and Services, see note (21) Auditor’s remuneration in the notes to consolidated financial statements for the financial year 2025.

​

Item 16D. **** Exemptions from the Listing Standards for Audit Committees.

None.

Item 16E. **** Purchases of Equity Securities by the Issuer and A ffi liated Purchasers.

None. 114

Table of Contents Item 16F. **** Change in Registrant’s Certifying Accountant.

Not applicable.

​

Item 16G. **** Corporate Governance .

Evotec SE is incorporated under the laws of Germany, with securities publicly traded in the Frankfurt Stock Exchange and the United States Nasdaq. As a foreign private issuer, Nasdaq Stock Market Rule 5615(a) generally permits us to follow home country corporate governance practices instead of certain provisions of the Nasdaq Stock Market Rules. The following summarizes the principal ways in which our corporate governance practices differ from the Nasdaq corporate governance rules applicable to U.S. domestic issuers (the Nasdaq Stock Market Rules).

German Law overview

The primary sources of law relating to the corporate governance of a German company are the German Act on the Implementation of Council Regulation No. 2157/2001 of October 8, 2001, on the Statute for a European Company (Gesetz zur Ausführung der Verordnung (EG) Nr. 2157/2001 des Rates vom 8. Oktober 2001 über das Statut der Europäischen Gesellschaft (SE) – SE-Ausführungsgesetz; “SE-AG”) of December 22, 2004, and the AktG, the German Securities Trading Act (Wertpapierhandelsgesetz), the German Securities Purchase and Take Over Act (Wertpapiererwerbs- und Übernahmegesetz), the Stock Exchange Admission Regulation, and the German Commercial Code (Handelsgesetzbuch). In addition to these mandatory rules, the GCGC contains recommendations for generally accepted best practice standards for corporate governance. Pursuant to the German Stock Corporation Act, the management, and the supervisory boards of publicly listed companies like Evotec SE must publish and at all times make available to shareholders, an annual declaration that either states that company has complied with all of the recommendations of the Code or that lists the recommendations that the company has not complied with and the reasons for the deviation. Evotec has published its deviations from the Code in an official declaration on its website.

The significant differences between the corporate governance practices that we follow and those set forth in the Nasdaq Stock Market Rules applicable to domestic issuers are:

Board Structure

Nasdaq Listing Rule 5605 implies a unitary board of directors and requires mandatory independence for a majority of the members affirmatively determined via specific tests of independence. Our corporate governance structure consists of a two-tiered system consisting of a Management Board and a Supervisory Board with a clear separation of management and control and with no individuals being a member of both boards. The Management Board is responsible for managing 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. Currently, all six of our Supervisory Board members are considered independent within the meaning of the Code. As permitted by the listing requirements of Nasdaq, we have opted out of complying with Nasdaq Listing Rule 5605(b)(2), which requires independent directors to hold regularly scheduled meetings at which only independent directors are present as this is not a requirement of our home country rules.

Audit Committee

Nasdaq Listing Rule 5605(c) requires companies to have an audit committee with a written charter covering certain specific requirements of the committee, consisting of at least three members, all members are to be independent unless specific circumstances are satisfied, members must have general financial literacy, and one member must have the special knowledge and experience of the application of accounting principles and internal control procedures demonstrable of a high level of financial sophistication. By contrast, German law does not require a separate charter for an audit committee, nor does it require that all members of the audit committee be independent or financially literate. Furthermore, German law requires only that one audit committee member has specialist knowledge in the areas of accounting and internal control processes and another member has specialist expertise in the field of auditing. Though not required by home country rules, we have adopted Nasdaq standards and currently maintain an audit committee of a majority independent members, as directed by a written charter, whom we believe all of which are financially literate and one of which is a financial expert pursuant to Item 407(d)(5) of Regulation S-K. 115

Table of Contents Compensation Committee

In lieu of a Compensation Committee required pursuant to Nasdaq Listing Rule 5605(d), we follow home country practices and rely on the Supervisory Board to collectively determine the compensation of the CEO and all other members of the Management Board based on recommendation from the Remuneration and Compensation Committee. Pursuant to German law and in accordance with the requirements of our Articles of Association, the Supervisory Board’s compensation and nominations are determined by a Remuneration and Nomination Committee.

Meeting of Shareholders (Proxy Solicitation and Quorum).

Proxy Solicitation

Nasdaq Listing Rule 5620(b) requires companies to solicit proxies and provide proxy statements for all meetings of shareholders and to furnish such proxy solicitation(s) to Nasdaq. We do not follow Nasdaq requirements regarding the provision of proxy statements for general meetings of shareholders and rely on home country practice. Under German law, shareholders have the right to exercise their voting rights in the shareholders’ meeting through proxies appointed by them in writing. The proxies appointed by the company are obligated to vote only in accordance with the instructions of the represented shareholder.

Shareholder Quorum

Nasdaq Listing Rule 5620(c) requires an issuer to provide in its bylaws for a generally applicable quorum, and that such quorum may not be less than one-third of the outstanding voting shares. We do not follow the Nasdaq quorum requirements applicable to meetings of shareholders and rely on home country practice. German law does not require a specific quorum for the general meeting and such requirement is not stipulated in our articles of association.

Shareholder Approval of Securities Issuances

Nasdaq Listing Rule 5635 requires companies to obtain shareholder approval before undertaking certain transactions (such as, acquisitions which results in the issuance of 20% or more of outstanding share capital or voting power, change of control transactions, establishing or materially amending an equity compensation arrangement, and entering into a transaction other than a public offering involving the sale, issuance or potential issuance of shares (or securities convertible into or exercisable for shares) equal to 20% or more of outstanding share capital or 20% or more of the voting power outstanding before the issuance for less than the greater of book or market value of the stock). Consistent with the AktG, approval by the shareholders’ meeting is generally required for the issuance of any shares as well as any securities granting the respective holder the right to acquire shares (including options and convertibles).

Code of Conduct

Nasdaq Listing Rule 5610 requires companies to adopt one or more codes of conduct applicable to all directors, officers, and employees. Although there is no requirement under German law for a company to have a code of conduct, we nevertheless have one in place applying to board members and employees alike.

Item 16H. **** Mine Safety Disclosure.

Not applicable.

Item 16I. **** Disclosure Regarding Foreign Jurisdictions that Prevent Inspections .

Not applicable.

Item 16J. **** Insider trading policies.

Our insider trading policy, as contemplated by Item 16J. of Form 20-F, is included as an exhibit to this annual report.

​ 116

Table of Contents Item 16K. **** Cybersecurity.

Risk management and strategy

The cyber risk management process is an essential process within the information security management system (“ISMS”) of Evotec. The ISMS is a framework of policies and controls that manage information security and risk systematically and across the Company and is aligned with the baselines of ISO 27001, an international framework for information security. Information security risk management is incorporated into Evotec’s enterprise risk management system alongside other Company risks, all of which are overseen by the Company’s Supervisory Board. Cybersecurity risks are identified and evaluated by the Infosec team, reviewed, and approved by the management board and reported on to the Supervisory Board as part of the annual management review of company risks.

As previously disclosed, on April 6, 2023, Evotec was the victim of a ransomware incident that impacted our operations. The incident resulted in loss of sales and increased operating expenses related to response and recovery. The incident materially affected the Company, including our business strategy, results of operations, and financial condition. We have incurred costs resulting from the incident as we set up a new IT environment, and have incurred other recovery costs, and expect, due to the scope of the recovery and improvement activities, to continue incurring such costs. There is no guarantee that the risks from that incident or any future cybersecurity incident will not materially adversely affect Evotec in the future. For additional information about Evotec’s cybersecurity risks and the incident experienced in 2023, see Item 3 and Item 5 of this report. The Company has implemented the first iteration of a new and more secure IT environment, utilizing the guidance of expert third parties to consult on recommended security solutions and IT components. The migration of all IT-supported business processes into this new environment, as well as the continuous maintenance and improvement of the new environment remain constant priorities for the Company. The cyber incident has ultimately led to cybersecurity being given an even higher strategic and operational importance and greater financial resources.

In addition to implementing a new and secure IT environment, Evotec has processes in place to identify, analyze, and evaluate risks from cybersecurity threats.

Risk assessments are performed at least annually, focusing on the probability and potential impact of cybersecurity risks. Interim risk assessments are performed on a continual basis as needed, including but not limited to:

·	when new / emerging threats are identified.
·	when changes to existing IT systems are introduced.
---	---
·	within the specification of requirements for the acquisition, development, integration and deployment of new IT applications or appointment of new IT service suppliers (e.g., software as a service).
---	---
·	the occurrence of a cybersecurity incident; and
---	---
·	after the analysis of vulnerability assessment results, penetration test results and audits.
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117

Table of Contents The Company has established a cybersecurity incident response process for responding to cybersecurity incidents with defined roles and responsibilities that facilitate coordination between the Chief Information Security Officer (“CISO”) and the IT, compliance, and business departments. The incident response process describes how to prepare for, detect, respond to, and recover from cybersecurity incidents, including processes to identify, assess the severity of, mitigate, and remediate the incident, as well as to comply with applicable legal and reporting obligations.

External consultants are often engaged to assist with IT projects, conduct risk analyses on behalf of the Company, or otherwise support the information security team. The Company also engages third parties to audit Evotec’s risk assessment process, in addition to the internal audits that we conduct.

We outsource elements of our information technology including infrastructure, platform, and software services, and as a result, several third-party vendors may or could have access to confidential information. Risks arising from cooperation with service providers are considered an integral part of the supplier assessment process. If the third party is determined to be of high risk, the Company will decline engagement.

Governance

The Security Board, comprised of members of management, the Senior Vice President (“SVP”) Head of Global Information Security acting as the CISO and the EVP Global Head of Information Technology & Data, is the security committee which discusses, decides, and addresses risks as part of the IT environment reconstruction project. The Security Board was launched due to the cyberattack in 2023. In 2024 the Security Board’s scope was further expanded to cover all cybersecurity risks and related projects.

The Company currently employs a CISO with more than 10 years of professional experience in cyber and information security, including information risk management, who runs the ISMS, and coordinates with internal and external stakeholders regarding the Company’s information security. The CISO informs the members of the Management Board about cyber risks and current developments. Depending on the severity of a particular incident, it is the responsibility of the CISO to notify members of senior management. This includes status information about implementation of measures for prevention, detection, mitigation, and remediation of cyber security incidents. The Management Board reports on cybersecurity risks to the Supervisory Board on an annual basis or as necessary. Material matters, including material cybersecurity incidents, are communicated to the Supervisory Board by the Management Board.

​

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Table of Contents PART III

Item 17. **** Financial Statements.

Not applicable.

Item 18. **** Financial Statements.

See pages F-1 through F-78 of this Annual Report on Form 20-F.

​ 119

Table of Contents Item 19. **** Exhibits.

​

Exhibit No.	​ ​ ​	Description
​	​	​
1.1*	​	Articles of Association of Evotec SE.
​	​	​
2.1	​	Form of Amended and Restated Deposit Agreement (incorporated herein by reference to Exhibit 4.3 to the Company’s Form F-1 (File No. 333-260143), as amended, initially filed with the SEC on October 8, 2021).
​	​	​
2.2	​	Form of American Depositary Receipt (included in Exhibit 2.1, which is incorporated herein by reference to Exhibit 4.3 to the Company’s Form F-1 (File No. 333-260143), as amended, initially filed with the SEC on October 8, 2021).
​	​	​
2.3*	​	Description of Securities.
​	​	​
2.4†	​	Investment Agreement between the Company and ATIC Second International Investment Company LLC, dated October 12, 2020 (incorporated herein by reference to Exhibit 4.4 to the Company’s Form F-1 (File No. 333-260143), as amended, initially filed with the SEC on October 8, 2021).
​	​	​
2.5†	​	Investment Agreement between the Company and Novo Holdings A/S, dated October 12, 2020 (incorporated herein by reference to Exhibit 4.5 to the Company’s Form F-1 (File No. 333-260143), as amended, initially filed with the SEC on October 8, 2021).
​	​	​
4.1	​	Summary of Lease Agreement between the Company and GA Hamburg EB B.V. relating to Essener Bogen 7, 22419 Hamburg, dated December 22, 2010 (incorporated herein by reference to Exhibit 10.1 to the Company’s Registration Statement on Form F-1 (File No. 333-260143), as amended, initially filed with the SEC on October 8, 2021).
​	​	​
4.2†	​	Lease Agreement between the Company and MEPC Milton Park No. 1 Limited and MEPC Milton Park No. 2 Limited relating to Unit 117, Milton Park, Abingdon, Oxfordshire, OX14 4RZ (incorporated herein by reference to Exhibit 10.2 to the Company’s Registration Statement on Form F-1 (File No. 333-260143), as amended, initially filed with the SEC on October 8, 2021).
​	​	​
4.3†	​	Lease Agreement between the Company and M&T Partners, Inc., relating to 22857 N.E. Marketplace Drive, Redmond, Washington 98053 (incorporated herein by reference to Exhibit 10.3 to the Company’s Registration Statement on Form F-1 (File No. 333-260143), as amended, initially filed with the SEC on October 8, 2021).
​	​	​
4.4	​	Stock Option Plan and Share Performance Plan 2017 for Senior Executives (incorporated herein by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-8 (File No. 333-260920) filed with the SEC on November 9, 2021).
​	​	​
4.5	​	Stock Option Plan and Share Performance Plan 2017 for Management (incorporated herein by reference to Exhibit 4.5 to the Company’s Annual Report on Form 20-F (File No. 001-34041) filed with the SEC on April 26, 2022).
​	​	​
4.6	​	Restricted Share Plan 2020 for Management. (incorporated herein by reference to Exhibit 10.6 to the Company’s Registration Statement on Form F-1 (File No. 333-260143), as amended, initially filed with the SEC on October 8, 2021).
​	​	​
4.7	​	Restricted Share Plan 2020 for Non-Management (incorporated herein by reference to Exhibit 10.7 to the Company’s Draft Registration Statement on Form F-1 (File No. 333-260143), as amended, initially filed with the SEC on October 8, 2021).
​	​	​
4.8†	​	Form of Share Purchase Agreement by and among Sanofi-Aventis Recherche & Development and Evotec (France) SAS, dated July 1, 2020 (incorporated herein by reference to Exhibit 10.8 to the Company’s Registration Statement on Form F-1 (File No. 333-260143), as amended, initially filed with the SEC on October 8, 2021).
​	​	​

120

Table of Contents	4.9*	​	Summary of Promissory Notes between Deutsche Bank Aktiengesellschaft, Landesbank Baden- Wurttemberg and Evotec SE.
​	​	​
4.10†	​	Finance Contract regarding Drug Discovery RDI between the EIB and Evotec AG, dated September 8, 2017 (incorporated herein by reference to Exhibit 10.10 to the Company’s Registration Statement on Form F-1 (File No. 333-260143), as amended, initially filed with the SEC on October 8, 2021).
​	​	​
4.11†	​	Drug Discovery & Development Services Agreement between Aptuit (Verona) Srl and Novo Nordisk A/S, dated July 10, 2018. (incorporated herein by reference to Exhibit 10.11 to the Company’s Registration Statement on Form F-1 (File No. 333-260143), as amended, initially filed with the SEC on October 8, 2021).
​	​	​
4.12†	​	Drug Discovery & Development Services Agreement between Evotec International GmbH and Novo Nordisk A/S, dated September 10, 2019 (incorporated herein by reference to Exhibit 10.12 to the Company’s Registration Statement on Form F-1 (File No. 333-260143), as amended, initially filed with the SEC on October 8, 2021).
​	​	​
4.13†	​	Research Collaboration and License Agreement between Evotec International GmbH and Novo Nordisk A/S, dated July 8, 2020 (incorporated herein by reference to Exhibit 10.13 to the Company’s Registration Statement on Form F-1 (File No. 333-260143), as amended, initially filed with the SEC on October 8, 2021).
​	​	​
4.14†	​	Finance contract between the European Investment Bank and Evotec SE, dated December 29, 2022, as amended on February 10, 2023^(1)^.
​	​	​
4.15	​	U.S. Restricted Share Unit Plan, as amended, incorporated herein by reference to Exhibit 10.1 to the Company’s Registration Statement (File No. 333-272285), initially filed with the SEC on May 30, 2023.
​	​	​
4.16	​	Form of U.S. Restricted Share Unit Plan Award Agreement, as amended, incorporated herein by reference to Exhibit 10.2 to the Company’s Registration Statement (File No. 333-272285), initially filed with the SEC on May 30, 2023.
​	​	​
4.17†*	​	Senior Revolving Facility Agreement, dated July 30, 2024.
​	​	​
4.18†*	​	Global Security Release Agreement, dated September 3, 2025 terminating Senior Revolving Facility Agreement, dated July 30, 2024.
​	​	​
4.19†*	​	Just Evotec Biologics EU (SAS) Sale and Purchase Agreement between Evotec SE and Sandoz AG, dated November 4, 2025.
​	​	​
8.1*	​	List of Subsidiaries.
​	​	​
10.1*	​	Evotec Compensation Clawback Policy.
​	​	​
11.1*	​	Group Policy on Insider Information.
​	​	​
12.1*	​	Certification of Principal Executive Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002.
​	​	​
12.2*	​	Certification of Principal Financial Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002.
​	​	​
13.1*	​	Certification of Principal Executive Officer pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
​	​	​
13.2*	​	Certification of Principal Financial Officer pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
​	​	​
15.1*	​	Consent of Independent Registered Public Accounting Firm BDO.
​	​	​	121

Table of Contents

101*	​	Inline XBRL Instance Document-the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
​	​	​
101*	​	Inline XBRL Calculation Linkbase Document.
​	​	​
101*	​	Inline XBRL Definition Linkbase Document.
​	​	​
101*	​	Inline XBRL Labels Linkbase Document.
​	​	​
101*	​	Inline XBRL Presentation Linkbase Document.
​	​	​
104*	​	The cover page for the Company’s Annual Report on Form 20-F for the year ending December 31, 2025, has been formatted in Inline XBRL

*Filed herewith.

†Certain information has been excluded from the exhibit because it both (i) is not material and (ii) would likely cause competitive harm to the Company if publicly disclosed.

(1)Incorporated by reference to the Partnership’s Annual Report on Form 20-F, which was filed with the Securities and Exchange Commission on August 14, 2024.

​

​ 122

Table of Contents SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

​
​		Evotec SE
​		​
​		By:	/s/ Christian Wojczewski
​		Christian Wojczewski, CEO
​		​
		​	/s/ Paul Hitchin
​		Paul Hitchin, CFO
​		​
Date:	April 8, 2026	​

​

​

​

​ 123

Table of Contents INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Audited Consolidated Financial Statements	​ ​ ​	Page
Report of Independent Registered Public Accounting Firm (BDO AG Wirtschaftsprüfungsgesellschaft; Frankfurt am Main, Germany; PCAOB ID: 1010).	​	F-2
Consolidated Income Statements for the Fiscal Years Ended December 31, 2025, 2024 and 2023	​	F-8
Consolidated Statements of Comprehensive Income for the Fiscal Years Ended December 31, 2025, 2024 and 2023	​	F-9
Consolidated Statements of Financial Position as of December 31, 2025 and 2024	​	F-10
Consolidated Statements of Changes in Stockholders’ Equity for the Fiscal Years Ended December 31, 2025, 2024 and 2023	​	F-13
Consolidated Statements of Cash Flows for the Fiscal Years Ended December 31, 2025, 2024 and 2023	​	F-12
Notes to the Audited Consolidated Financial Statements	​	F-14

​

​

​ F-1

Table of Contents ​

Report of Independent Registered Public Accounting Firm

Shareholders and Supervisory Board

Evotec SE, Hamburg, Germany

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statements of financial position of Evotec SE (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of income and comprehensive income, cash flows, and changes in stockholders’ equity for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS).

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and our report dated April 2, 2026 expressed an adverse opinion thereon.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. F-2

Table of Contents Recoverability of goodwill

As described in Note (10) to the consolidated financial statements, goodwill amounted to €272.4 million (15.8 % of the consolidated total assets or 33.4 % of the consolidated equity) as of December 31, 2025. Cash-generating units with allocated goodwill are subject to impairment testing by the Company at least once a year and additionally if there are indications of impairment. The valuation is carried out using a discounted cash flow method. If the carrying amount of a cash-generating unit is higher than its recoverable amount, an impairment loss is recognized in the amount of the difference. For the year ended December 31, 2025, no impairment of goodwill was recognized.

We identified the determination of the recoverability of goodwill as a critical audit matter. The impairment test for goodwill is complex and requires judgment as inherent uncertainty is involved in management’s valuation model. The primary estimates involving those judgments are future cash flows with main growth assumptions for revenues and gross margin and the discount rates used, including growth rates for the terminal value. Auditing these estimates and related assumptions involved especially challenging and subjective auditor judgment due to the nature and extent of audit evidence and effort required to address these matters, including the extent of specialized skill or knowledge needed.

The primary procedures we performed to address this critical audit matter included:

●	Evaluating the reasonableness of certain of management’s growth assumptions with respect to revenue and gross margin in the discounted cash flow model through: (i) comparing revenue and gross margin projections to prior period forecasts and historical periods as well as to current industry-specific market expectations, and (ii) evaluating whether the forecasts were consistent with evidence obtained in other areas of the audit.
●	Utilizing personnel with specialized knowledge and skill of valuation techniques to assist in (i) determining the appropriateness of the discounted cash flow model used, (ii) evaluating the reasonableness of the discount rates used, and iii) performing a sensitivity analysis on changes in discount rates and terminal value growth assumptions used in management’s valuation model.
---	---

Revenue recognition from Complex contracts with customers

The Company’s revenues amounted to € 788.3 million in 2025. As described in Notes (2) and (5) to the consolidated financial statements, a significant portion of the Evotec Group’s revenues is attributable to complex contracts with customers that contain multiple performance obligations, some of which require revenue recognition over time. Some contracts contain variable transaction prices, which are dependent on the achievement of a specific success in clinical development. In case of performance obligations recognized over time, revenue is mainly measured on the basis of progress towards complete fulfillment. The progress of completion is generally measured on an input basis. To determine the input-based progress, the Company primarily uses the ratio between the number of full-time equivalents (FTEs) deployed and the total planned FTEs per performance obligation.

We identified the revenue recognition from complex contracts with customers as a critical audit matter, because significant management judgement is involved. The audit procedures addressing the identification of separate performance obligations, the determination and allocation of the transaction price, and the assessment of whether the performance obligation is recognized over time or at a point in time as well as the estimation of progress require especially challenging and subjective auditor judgment.

The primary procedures we performed to address this critical audit matter included:

●	Evaluating the reasonableness of revenue recognized for a risk-oriented selection and a sample of recognized revenue, through: (i) assessing the identification of separate performance obligations, (ii) evaluating the determination and allocation of the transaction price, (iii) obtaining appropriate evidence for variable components of the transaction price that achievement of the milestones is highly probable, and (iv) evaluating the appropriateness of the over-time revenue recognition vs. point in time for complex contracts with customers.
●	Assessing the reasonableness of over-time revenue recognized by the Company through: (i) assessing the progress of the respective contracts by evaluating the planned and actual inputs for a sample of revenue contracts and comparing the underlying inputs to the actual performance during the year, and (ii) assessing management’s budgeting process by performing a multi-year assessment of the budget versus actual performance of selected projects during the period.
---	---

F-3

Table of Contents Valuation of unlisted equity Investments

As described in Note (16) to the consolidated financial statements, unlisted equity investments amounted to € 41.4 million at December 31, 2025. The investments in early-stage companies are mainly of a strategic nature and are made for the purpose of promoting new business models and, in particular, the development of products and/or technology platforms in pharmaceutical research. These investments are accounted for as financial assets at fair value through profit or loss unless the Company makes use of the option to measure them at fair value through other comprehensive income upon acquisition. Since there are no observable stock market prices available, the fair value is derived from external financing rounds or capital transactions with new investors, or in the absence of these, the Company uses qualitative factors such as scientific progress and assesses the liquidity situation to assist in determining the valuation. If the development is promising, the acquisition costs are assumed to be the best possible estimate of the fair value. If the investment has a possible going concern risk and there are no other promising factors, the Company assumes the carrying amount of the entity’s net asset value as the best estimate of the fair value.

We identified the determination of the fair value of unlisted equity investments as a critical audit matter due to significant management judgment as it is not based on observable market data. Auditing these estimates and related assumptions involved especially challenging and subjective auditor judgment due to the nature and extent of audit evidence which is mostly based on unobservable inputs and qualitative factors.

The primary procedures we performed to address this critical audit matter included:

●	Evaluating the reasonableness of the valuation of unlisted equity investments through: (i) assessing whether the valuation method applied by the executive directors is consistent with the requirements of IFRS 13 for determining fair value, (ii) assessing possible scientific indications for a change in the fair value and critically scrutinizing the assumptions made in this context, and (iii) reviewing information provided by the investments and publicly available information for possible indicators of a change in fair value.
●	Utilizing personnel with specialized knowledge and skill of valuation techniques to assist in determining the appropriateness of the method used.
---	---

Accounting for the disposal of Just – Evotec Biologics EU SAS

As described in Note (2) and (3) to the consolidated financial statements, Evotec SE sold 100% of the shares in its subsidiary Just – Evotec Biologics EU SAS, Toulouse, France (hereinafter: Just EU), with effect as of December 5, 2025. The transaction comprised, in addition to the share purchase agreement, several ancillary arrangements, in particular a framework service agreement and a license agreement.

We identified the transaction as a critical audit matter due to the significant judgment and estimation uncertainty associated with management’s assessment of (1) whether the share disposal and the ancillary arrangements should be accounted for as a linked transaction, (2) the allocation of the aggregate consideration between the share purchase agreement and the ancillary arrangements based on the determined enterprise value, and (3) the determination of the portion of goodwill attributable to the disposed net assets. Auditing these elements required especially challenging and subjective auditor judgment due to the complex nature of the transaction and the nature and audit effort required to address these matters, including the extent of specialized skill or knowledge needed.

The primary procedures we performed to address this critical audit matter included:

●	Assessing the relevant contractual arrangements, specifically the share purchase agreement, the framework service agreement as well as the license agreement and evaluating whether the arrangements should be accounted for as a “linked transaction”.
●	Evaluating the appropriateness of the method utilized for the allocation of the aggregate consideration between the share purchase agreement and the ancillary arrangements.
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​ F-4

Table of Contents

●	Evaluating the reasonableness of certain of management’s growth assumptions with respect to revenue and gross margin in the discounted cash flow model utilized to determine the enterprise value through comparing revenue and gross margin projections to prior period forecasts and historical periods as well as to current industry-specific market expectations.
●	Utilizing personnel with specialized knowledge and skill of valuation techniques to assist in (i) determining the appropriateness of the discounted cash flow model and evaluating the reasonableness of (ii) the discount rates used as well as (iii) the approach applied to determine the portion of goodwill attributable to the disposed net assets.
---	---

We have served as the Company’s auditor since 2021.

/s/ BDO AG Wirtschaftsprüfungsgesellschaft

Berlin, Germany

April 2, 2026

​ F-5

Table of Contents Report of Independent Registered Public Accounting Firm

Shareholders and Supervisory Board

Evotec SE, Hamburg, Germany

Opinion on Internal Control over Financial Reporting

We have audited Evotec SE’s (the “Company’s”) internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”) In our opinion, the Company did not maintain, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.

We do not express an opinion or any other form of assurance on management’s statements referring to any corrective actions taken by the Company after the date of management’s assessment.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of financial position of the Company as of December 31, 2025 and 2024, the related consolidated statements of income and comprehensive income, changes in stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”) and our report dated April 2, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Item 15, Controls and Procedures. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of internal control over financial reporting in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

As of December 31, 2025 Evotec SE did not maintain appropriately designed controls impacting the control environment, risk assessment procedures, and effective monitoring controls to prevent or detect material misstatements to the consolidated financial statements as identified and described in management’s assessment.

The material weaknesses identified relate to (a) Ineffective design, maintenance, and monitoring of the risk assessment program at a sufficiently precise level to identify new and evolving risks, including those relating to intangible assets and income tax positions. (b) Lack of design, maintenance and operation of effective controls over IT-system access management leading to improper segregation of duties, and improper user access rights critical to certain systems of financial reporting. In addition, there was a lack of effective controls over data used in the execution of controls. Therefore, it is possible that Evotec’s business processes and controls that rely on the accuracy and completeness of data or automated application controls could be adversely affected due to the considerations listed above. (c) Ineffective design and maintenance of effective controls over revenue recognition, the review of manual journal entries, the assessment of income tax positions, and the capitalization of internally developed and acquired intangible assets. F-6

Table of Contents These material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2025 consolidated financial statements, and this report does not affect our report dated April 2, 2026 on those consolidated financial statements.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ BDO AG Wirtschaftsprüfungsgesellschaft

Berlin, Germany

April 2, 2026

​

​

​ F-7

Table of Contents Evotec Group -

Consolidated income statement for the years ended December 31, 2025, 2024 and 2023.

​	​	​	​	​	​	​	​	​
​	​	footnote	​	​	​	​	​	​
in k€ except share and per share data	​ ​ ​	reference	​ ​ ​	Year ended December 31, 2025	​ ​ ​	Year ended December 31, 2024	​ ​ ​	Year ended December 31, 2023
Revenue	​	5	​	788,373		796,967	​	781,426
Cost of Revenue	​	​	​	(674,152)		(682,086)	​	(606,375)
Gross profit	​	​	​	114,221		114,881	​	175,051
​	​	​	​	​	​	​	​	​
Operating income (expenses)	​	​	​	​		​	​	​
Research and development	​	6	​	(37,509)		(50,857)	​	(68,529)
Selling, general and administrative expenses	​	6	​	(175,970)		(188,201)	​	(169,610)
Other operating income	​	6	​	65,599		52,700	​	64,793
Other operating expenses	​	6	​	(21,924)		(16,116)	​	(44,202)
Impairments of intangible assets	​	10	​	—	​	—	​	(5,011)
Reorganization costs	​	6	​	(633)	​	(54,930)	​	—
Total operating income (expenses)	​	​	​	(170,438)		(257,403)	​	(222,558)
Operating income (loss)	​	​	​	(56,217)		(142,522)	​	(47,507)
​	​	​	​	​	​	​	​	​
Non-operating income (expense)	​	​	​	​		​	​	​
Gain (loss) on investment in financial instruments revaluation	​	11	​	(677)		(38,513)	​	(9,143)
Share of profit (loss) and revaluation of at-equity investments	​	12	​	(1,085)		(4,312)	​	(20,752)
Other financial income	​	11	​	4,424	​	2,435	​	9,263
Other financial expense	​	11	​	(14,442)	​	(11,699)	​	(11,739)
Other non-operating income (expense)	​	11	​	(18,769)	​	636	​	(714)
Net Income (loss) before taxes	​	​	​	(86,766)		(193,977)	​	(80,593)
Income taxes	​	7	​	(16,751)		(2,102)	​	(3,320)
Net income (loss)	​	​	​	(103,517)		(196,078)	​	(83,913)
​	​	​	​	​	​	​	​	​
Weighted average shares outstanding	​	​	​	177,578,262	​	177,295,234	​	176,916,663
Net income per share (basic)	​	​	​	(0.58)	​	(1.11)	​	(0.47)
Net income per share (diluted)	​	​	​	(0.58)	​	(1.11)	​	(0.47)

​

See accompanying notes to consolidated financial statements.

​

​ F-8

Table of Contents Evotec SE and Subsidiaries -

Consolidated statement of comprehensive income (loss) for the years ended December 31, 2025, 2024 and 2023.

​	​	​	​	​	​	​	​	​
​	​ ​ ​	footnote	​	Year ended	​ ​ ​	Year ended	​ ​ ​	Year ended
in k€	​	reference	​ ​ ​	December 31, 2025	​ ​ ​	December 31, 2024	​ ​ ​	December 31, 2023
Net income (loss)		​	​	(103,517)	​	(196,078)	​	(83,913)
​	​	​	​	​	​	​	​	​
Accumulated other comprehensive income		​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​
Items which are not re-classified to net income or loss at a later date		​	​	​	​	​	​	​
Remeasurement of defined benefit obligation		13	​	720	​	1,217	​	(51)
Revaluation of equity investments	​	11	​	(1,144)	​	(5,075)	​	(1,080)
Taxes		7	​	(235)	​	(316)	​	13
​	​	​	​	​	​	​	​	​
Items which have to be re-classified to net income or loss at a later date		​	​	​	​	​	​	​
Foreign currency translation		​	​	(39,032)	​	23,127	​	(1,760)
Revaluation and disposal of other short-term investments		​	​	1,907	​	2,148	​	10,056
Taxes	​	​	​	24	​	2,193	​	(419)
Other comprehensive income (loss)		​	​	(37,759)	​	23,294	​	6,759
Total comprehensive income (loss)		​	​	(141,276)	​	(172,785)	​	(77,153)

​

See accompanying notes to consolidated financial statements.

​

​

​ F-9

Table of Contents Evotec SE and Subsidiaries -

Consolidated statement of financial position as of December 31, 2025 and December 31, 2024

​	​	​	​	​	​	​
​	​ ​ ​	​	​	​	​	​
in k€	​ ​ ​	footnote reference	​ ​ ​	as of December 31, 2025	​ ​ ​	as of December 31, 2024
Assets		​	​	​		​
Current assets:		​	​	​		​
Cash and cash equivalents		11	​	418,517	​	306,387
Investments		11	​	57,873	​	90,413
Trade and other receivables		8	​	135,963	​	116,319
Contract assets	​	5	​	28,295	​	46,034
Inventories		8	​	29,317	​	31,122
Current tax assets		7	​	38,453	​	41,879
Other current financial assets including derivatives		11	​	20,217	​	4,290
Prepaid expenses and other current assets		8	​	30,480	​	45,519
Assets classified as held for sale	​	​	​	3,830	​	—
Total current assets	****	​	​	762,945	​	681,964
​	​	​	​	​	​	​
Non-current assets:		​	​	​		​
Non-current investments and other non-current financial assets	​	11	​	48,004	​	40,014
Investments in associates and Joint ventures	​	12	​	4,629	​	2,138
Property, plant and equipment		9	​	554,626		823,937
Intangible assets and Goodwill		10	​	303,936		309,295
Deferred tax assets		7	​	2,949		17,333
Non-current tax assets		7	​	36,349		34,357
Other non-current assets		​	​	507		3,464
Total non-current assets	​	​	​	951,000		1,230,538
Total assets	​	​	​	1,713,945	****	1,912,502

​ F-10

Table of Contents

​	​	​	​	​	​	​
​	​ ​ ​	footnote	​	​	​	​
in k€	​ ​ ​	reference	​ ​ ​	as of December 31, 2025	​ ​ ​	as of December 31, 2024
Liabilities and Stockholders’ Equity	​	​	​	​	​	​
Current liabilities:	​	​	​	​	​	​
Current financial liabilities	​	11, 15	​	104,720	​	50,795
Trade and other payables	​	8	​	64,763	​	85,792
Contract liabilities	​	5	​	104,849	​	106,599
Deferred income	​	8	​	3,220	​	3,216
Provisions	​	13, 14	​	58,543	​	62,219
Current income tax liabilities	​	7	​	10,578	​	8,517
Other current liabilities	​	8	​	21,401	​	27,446
Total current liabilities	​	​	​	368,074	​	344,585
​	​	​	​	​	​	​
Non-current liabilities:	​	​	​	​	​	​
Non-current financial liabilities	​	11, 15	​	344,008	​	392,743
Deferred tax liabilities	​	7	​	14,735	​	14,516
Provisions	​	13, 14	​	18,035	​	19,585
Contract liabilities	​	5	​	145,324	​	156,679
Deferred income	​	8	​	8,350	​	30,557
Other non-current liabilities	​	​	​	1,715	​	1,312
Total non-current liabilities	​	​	​	532,167	​	615,392
​	​	​	​	​	​	​
Stockholders’ equity:	​	​	​	​	​	​
Share capital	​	13, 17	​	177,779	​	177,553
Treasury shares, at cost	​	17	​	(1,548)	​	—
Additional paid in capital	​	13	​	1,458,466	​	1,454,688
Retained Earnings	​	​	​	(775,887)	​	(672,370)
Accumulated other comprehensive income	​	​	​	(45,106)	​	(7,347)
Total stockholders’ equity	​	​	​	813,704	​	952,525
Total liabilities and stockholders’ equity	​	​	​	1,713,945	​	1,912,502

​

See accompanying notes to consolidated financial statements.

​ F-11

Table of Contents Evotec SE and Subsidiaries -

Consolidated statement of cash flows for the years ended December 31, 2025, 2024 and 2023.

​	​	​	​	​	​	​	​	​
​	​	footnote	​	​	​	​	​	​
in k€	​ ​ ​	reference	​ ​ ​	2025	​ ​ ​	2024	​ ​ ​	2023
Cash flows from operating activities	​	​	​	​	​	​	​	​
Net income (loss)	​	​	​	(103,517)	​	(196,078)	​	(83,913)
Income tax expense	​	7	​	16,751	​	2,102	​	3,320
Depreciation and amortization	​	9, 10	​	99,476	​	101,618	​	92,979
Impairment of tangible and intangible assets	​	10	​	797	​	12,195	​	5,011
Equity settled share based payment transaction	​	13	​	3,778	​	5,035	​	9,630
Financial income and expenses	​	11	​	10,018	​	9,264	​	2,475
Share of loss (profit) and reevaluation of at-equity investments	​	12	​	1,085	​	4,312	​	20,752
(Gain) loss on investment in financial instruments reevaluation	​	11	​	(2,141)	​	39,546	​	9,143
Other non cash items*	​	​	​	18,969	​	23,702	​	(114)
(Gain) loss on sale of investment of affiliated companies	​	6, 14	​	3,750	​	8,648	​	—
(Gain) loss on sale of at-equity investments	​	11	​	(12,125)	​	—	​	—
Changes in inventories	​	8	​	(9,562)	​	(2,687)	​	(1,604)
Changes in trade accounts receivable	​	8	​	(28,729)	​	(40,742)	​	73,260
Changes in trade accounts payable	​	8	​	(7,304)	​	(49,750)	​	19,024
Other changes in working capital**	​	8	​	(15,209)	​	24,972	​	(100,624)
Taxes received (paid), net of refunds***	​	7	​	14,781	​	76,083	​	(12,902)
Net cash provided by (used in) operating activities	​	​	​	(9,179)	​	18,220	​	36,439
​	​	​	​	​	​	​	​	​
Cash flows from investing activities	​	​	​	​	​	​	​	​
Interest received	​	​	​	4,114	​	5,647	​	10,365
Purchase of property, plant and equipment	​	9	​	(72,542)	​	(117,468)	​	(213,321)
Proceeds from sale of property, plant and equipment	​	9	​	214	​	2,000	​	530
Purchase of intangible assets and additions to capitalized development expenditures	​	10	​	(10,080)	​	(14,769)	​	(2,677)
Investments to acquire subsidiaries	​	​	​	—	​	—	​	2,088
Proceeds from the disposal of affiliated companies	​	6, 14	​	222,333	​	(11,503)	​	—
Investments to acquire associate companies, other non-current investments and convertibles	​	11, 12	​	(13,969)	​	(15,083)	​	(23,644)
Proceeds from the disposal of associated companies, other non-current investments and convertibles	​	11, 12	​	8,499	​	69,370	​	1,396
Purchase of current investments	​	11	​	—	​	(29,388)	​	(48,391)
Proceeds from sale of current investments	​	11	​	31,968	​	35,667	​	260,363
Dividends received	​	11	​	1,053	​	—	​	—
Proceeds from Government Grants	​	​	​	—	​	4,341	​	—
Net cash provided by (used in) investing activities	​	​	​	171,591	​	(71,187)	​	(13,291)
​	​	​	​	​	​	​	​	​
Cash flows from financing activities	​	​	​	​	​	​	​	​
Interest paid	​	​	​	(5,425)	​	(5,920)	​	(12,853)
Proceeds from loans	​	11	​	43,961	​	900	​	219,923
Transaction costs related to loans	​	​	​	(1,464)	​	(3,795)	​	—
Proceeds from the exercise of share options	​	13	​	225	​	368	​	219
Repayments of loans	​	11	​	(49,740)	​	(128,849)	​	(112,880)
Purchase of treasury shares	​	17	​	(1,548)	​	—	​	—
Repayments of lease liabilities	​	11	​	(23,639)	​	(24,124)	​	(22,446)
Net cash provided by (used in) financing activities	​	​	​	(37,630)	​	(161,421)	​	71,963
​	​	​	​	​	​	​	​	​
Net increase (decrease) in Cash and cash equivalents	​	​	​	124,782	​	(214,388)	​	95,110
Cash and cash equivalents at January 1	​	​	​	306,387	​	510,909	​	415,155
Effects of revaluation and of movements in exchange rates on cash held	​	​	​	(12,652)	​	9,866	​	644
Cash and cash equivalents at December 31****	​	​	​	418,517	​	306,387	​	510,909

* Includes derivative revaluations, inventory write-offs, allowances for doubtful accounts, and unrealized foreign exchange movements.

** Other components of working capital include Contract assets and liabilities, Prepaid expenses and other current assets, Provisions and Deferred income

*** incl. €17,175k (2024: €62,233k, 2023: €12,609k) of R&D tax credits received

**** incl. €16,731k (2024: €12,931k; 2023: €11,819k) of restricted cash

See accompanying notes to consolidated financial statements.

​

​

​ F-12

Table of Contents Evotec SE and Subsidiaries -

Consolidated statement of changes in stockholders’ equity for the years ended December 31, 2025, 2024, and 2023.

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​			​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	Income and expense recognized in			​	​	​	​
​	​	​	​	Share capital			​	​	​	​	​	other comprehensive income			​	​	​	​
​	​	​	​	​	​	​	​	Treasury	​	Additional	​	Foreign	​	​	​	​	​	Total
​	​	footnote	​	​	​	​	​	Shares, at	​	paid-in	​	currency	​	Revaluation	​	Retained	​	stockholders’
in k€ except share data	​ ​ ​	reference	​ ​ ​	Shares	​ ​ ​	Amount	​ ​ ​	cost	​ ​ ​	capital	​ ​ ​	translation	​ ​ ​	reserve	​ ​ ​	Earnings	​ ​ ​	equity
Balance at January 1, 2023	​	​	****	176,952,653	​	176,953	​	—	​	1,440,010	​	(16,289)	​	(21,113)	​	(392,377)	​	1,187,184
Exercised stock options	​	13	​	233,083	​	233	​	—	​	—	​	—	​	—	​	—	​	233
Stock option plan	​	13	​	—	​	—	​	—	​	9,630	​	—	​	—	​	—	​	9,630
Purchase of treasury shares	​	17	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	—
Transaction costs	​	​	​	—	​	—	​	—	​	14	​	—	​	—	​	—	​	14
Other comprehensive income	​	​	​	—	​	—	​	—	​	—	​	(1,760)	​	8,519	​	—	​	6,759
Net income (loss) for the period	​	​	​	—	​	—	​	—	​	—	​	—	​	—	​	(83,913)	​	(83,913)
Total comprehensive income (loss)	​	​	​	—	​	—	​	—	​	—	​	(1,760)	​	8,519	​	(83,913)	​	(77,153)
Balance at December 31, 2023	​	​	​	177,185,736	​	177,186	​	—	​	1,449,654	​	(18,049)	​	(12,594)	​	(476,290)	​	1,119,908
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Exercised stock options	​	13	​	367,720	​	368	​	—	​	—	​	—	​	—	​	—	​	368
Stock option plan	​	13	​	—	​	—	​	—	​	5,034	​	—	​	—	​	—	​	5,034
Purchase of treasury shares	​	17	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	—
Transaction costs		​	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	—
Other comprehensive income	​	​	​	—	​	—	​	—	​	—	​	23,127	​	167	​	—	​	23,294
Net income (loss) for the period	​	​	​	—	​	—	​	—	​	—	​	—	​	—	​	(196,078)	​	(196,078)
Total comprehensive income (loss)	​	​	​	—	​	—	​	—	​	—	​	23,127	​	167	​	(196,078)	​	(172,785)
Balance at December 31, 2024	​	​	​	177,553,456	​	177,553	​	—	​	1,454,688	​	5,078	​	(12,427)	​	(672,370)	​	952,525
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Exercised stock options	​	13	​	225,451	​	225	​	—	​	—	​	—	​	—	​	—	​	225
Stock option plan		13	​	—	​	—	​	—	​	3,778	​	—	​	—	​	—	​	3,778
Purchase of treasury shares	​	17	​	—	​	—	​	(1,548)	​	—	​	—	​	—	​	—	​	(1,548)
Transaction costs		​	​	—	​	—	​	—	​	—	​	—	​	—	​	—	​	—
Other comprehensive income	​	​	​	—	​	—	​	—	​	—	​	(39,032)	​	1,273	​	—	​	(37,759)
Net income (loss) for the period	​	​	​	—	​	—	​	—	​	—	​	—	​	—	​	(103,517)	​	(103,517)
Total comprehensive income (loss)	​	​	​	—	​	—	​	—	​	—	​	(39,032)	​	1,273	​	(103,517)	​	(141,276)
Balance at December 31, 2025	​	​	​	177,778,907	​	177,779	​	(1,548)	​	1,458,466	​	(33,954)	​	(11,154)	​	(775,887)	​	813,704

​

See accompanying notes to consolidated financial statements.

​

​

​ F-13

Table of Contents

Evotec Group

Notes to consolidated financial statements for the financial year 2025

(1) Business description

Evotec SE, including its affiliates and subsidiaries (“Evotec”, the “Group” or the “Company”), is a life science company, continuously driving innovative approaches to develop new pharmaceutical products. Our offerings range from standalone services to fully integrated R&D programs and long-term strategic partnerships with leading pharma and biotechnology companies as well as academic institutions, patient advocacy groups and venture capital partners.

Evotec SE, located in Hamburg (Essener Bogen 7, 22419 Hamburg, Germany) is registered in the Commercial Registry of Hamburg with HRB 156381.

The Company was founded on December 8, 1993, and is listed on the Frankfurt Stock Exchange (XETRA) since November 10, 1999, Segment Prime Standard, under the ticker “EVT” as well as on NASDAQ, New York, USA under the trading symbol “EVO” since November 8, 2021.

The Management Board prepared the consolidated financial statements for the financial year 2025 on March 31, 2026, and will subsequently submit them to the Supervisory Board for review and approval at a meeting on April 7, 2026. With reference to Section §264 (3) of the German Commercial Code, the subsidiary Evotec International GmbH does not prepare a management report (Section §289 of the German Commercial Code).

(2) Material accounting policies

The material accounting policies applied in the preparation of these Consolidated Financial Statements are set out below or in the respective note. These policies have been consistently applied to all the years presented, unless otherwise stated.

- Basis of preparation -

The consolidated financial statements cover the twelve-month periods ended December 31, 2025, 2024 and 2023.

In accordance with Regulation No. 1606/2002 of the European Parliament and Council of July 19, 2002 on the application of IAS, Evotec has presented its consolidated financial statements in accordance with IFRS since 2005. The term “IFRS” refers collectively to international accounting and financial reporting standards (IASs and IFRSs) and to interpretations of the interpretations committees (SIC and IFRIC) with mandatory application as of January 1, 2025. The consolidated financial statements of Evotec as of December 31, 2025 have been prepared in compliance with IFRS as issued by the IASB and with IFRS as endorsed by the EU as of December 31, 2025.

Evotec SE, as the ultimate parent company, prepares its consolidated financial statements in its functional currency, the Euro. All amounts in the notes are stated in thousands of Euros (k€) unless otherwise noted. The Euro is the reporting currency of the Group. Due to rounding, amounts may not add up precisely to the totals provided.

The consolidated financial statements have been prepared in accordance with the IFRS general principles of fair presentation, going concern, accrual basis of accounting, consistency of presentation, materiality, and aggregation. The presentation of the consolidated income statement is based on the internal functions of the Group.

Additional requirements of Section §315e (1) of the German Commercial Code (HGB) have been applied in accordance with the version endorsed at the end of the reporting period.

- Significant accounting judgments and estimates-

The preparation of the Consolidated Financial Statements in accordance with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies, the reported amounts of assets, liabilities, revenues and expenses, the accompanying disclosures, as well as the disclosure of contingent liabilities. These estimates inherently contain a degree of uncertainty. Actual results may differ from these estimates under different assumptions or conditions. F-14

Table of Contents

Evotec Group

Notes to consolidated financial statements for the financial year 2025

The Group evaluates these accounting judgments and estimates on an ongoing basis and bases the estimates on historical experience, current and expected future outcomes, third-party valuation and various other assumptions that the Group believes are reasonable under the circumstances. Existing circumstances and assumptions about future developments may change due to circumstances beyond the Group’s control and are reflected in the assumptions if and when they occur.

The Group revises significant estimates as relevant and applicable if changes occur in circumstances or if new information or historical data is available and would require Evotec to do so.

The areas where the most significant judgments and estimates are made relate to the following areas:

Judgment:

●	Revenue recognition, determination of performance obligations and allocation of consideration as well as determination of advancement for over time performance obligations;
●	Likelihood of occurrence of provisions, uncertain tax positions and contingent liabilities;
---	---
●	Impairment analyses in relation with goodwill and intangible assets are performed annually as well as the determination of whether the carrying value exceeds the recoverable amount whenever a triggering event occurs. These analyses are generally based on estimates of discounted future cash flows, which include assumptions on cash flow schedule, terminal value growth rate as well as the discount rate;
---	---
●	Determination of the fair values of Level 3 financial assets where significant inputs of the fair value measurement are not based on observable market data;
---	---
●	Determination of marketing approval from regulatory authorities as a requirement for internally developed intangible capitalization;
---	---
●	Determination of the recoverability of deferred tax assets;
---	---
●	Identification of contingent liabilities and onerous contracts;
---	---
●	Determination whether a linked transaction exists in the context of a significant transaction and allocation of the consideration to the different contracts
---	---

Estimates:

●	Assessment of the recoverable amount of goodwill and intangible assets;
●	Measurement of the recoverability of deferred tax assets;
---	---
●	Determination of budgeted FTE rates in the assessment of percentage of completion in relation with revenue recognition
---	---
●	Allocation of the consideration to the different contracts in the context of a significant transaction
---	---

The Group considers the potential impact of climate related matters in estimates and assumptions, where appropriate, and monitors relevant changes and developments, including changes in legislation which may affect the fair value of financial assets and liabilities in the Consolidated Financial statements especially but not limited to deferred tax assets recoverability, useful life of tangibles and intangibles and provisions.

Even though climate-related matters increase the uncertainty in estimates and assumptions, as of December 31, 2025 the Group does not believe that the impact of climate related matters would be material to the Consolidated Financial Statements. F-15

Table of Contents

Evotec Group

Notes to consolidated financial statements for the financial year 2025

For further discussion of these significant judgments and estimates, reference is made to the respective Accounting Policies and Notes within these Consolidated Financial Statements that relate to the above topics.

- Basis of consolidation -

The Consolidated Financial Statements comprise the financial statements of Evotec SE and all the subsidiaries that the Company controls, i.e. when it is exposed or has rights to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Generally, there is a presumption that a majority of voting rights results in control. To support this presumption and in cases where the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including the contractual arrangement(s) with the other vote holders of the investee, rights arising from other contractual arrangements and the Group’s voting rights and potential voting rights.

Subsidiaries

Subsidiaries are fully consolidated from the date that control commences until the date that control ceases. Transactions between consolidated companies are eliminated, as well as intragroup profits.

Associates

Associates are all entities over which the Group has significant influence but no control. Significant influence is presumed with a shareholding between 20% and 50% of the voting rights or when the Group has board representation through which it is able to exercise significant influence, such as, but not limited to participating in the financial and operating policy decisions of that entity but does not have the power to exercise control or joint control over those policies. Investments in associates are accounted for using the at-equity method and are initially recognized at cost. Unrealized gains and losses from transactions between the Group and its associates or joint ventures are recognized only to the extent of unrelated investors` interests in the associates.

Loss of control

Upon loss of control, the Group derecognizes the assets and liabilities of the subsidiary, any non-controlling interests, and other components of equity (if any) related to the subsidiary. Any surplus or deficit arising from the loss of control is recognized in the Consolidated Income Statement. If the Group retains any interest in the previous subsidiary, such interest is measured at fair value at the date the control is lost. Subsequently, it is accounted for as either an equity accounted investee or as a financial asset depending on the level of influence retained.

All intercompany receivables, liabilities and all intercompany revenue, income, expenses and all intragroup profits or losses are eliminated in the consolidation.

The financial statements of all to be consolidated subsidiaries are prepared using the same reporting date as the consolidated financial statements (December 31).

- Foreign currencies -

Foreign currency transactions

The financial statements of all Evotec Group entities are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). The Euro (EUR) is the functional currency of the Group and the presentation currency of the Consolidated Financial Statements.

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or the valuation in cases where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the income statement. F-16

Table of Contents

Evotec Group

Notes to consolidated financial statements for the financial year 2025

Foreign operations

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated to Euro at the exchange rates prevailing at the reporting date. The income and expenses of foreign operations are translated to Euro at the monthly average foreign exchange rate.

Foreign currency differences arising upon translation of foreign operations into Euro are recognized in Other Comprehensive Income and presented as part of currency translation reserves in Shareholders Equity.

When a foreign operation is disposed of, leading to a loss of control, significant influence or joint control, the cumulative amount in the currency translation differences related to the foreign operation is reclassified to the Consolidated Income Statement as part of the gain or loss on disposal.

- Held For Sale Presentation-

The Group classifies a non-current asset (or disposal group) as held for sale if its carrying amount will be recovered principally through a sale transaction rather than through continuing use. For this to be the case, the asset (or disposal group) must be available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets (or disposal groups) and its sale must be highly probable.

- Application of standards; amendments and interpretations-

The following amendment became effective as at January 1, 2025:

●	Amendments to IAS 21 - Lack of Exchangeability (January 1, 2025)

This amendment did not have a significant impact on the Group´s consolidated financial statements for the 12 months period ended December 31, 2025.

The following amendments will become effective on or after January 1, 2026, however, may be early adopted:

●	Amendments to IFRS 9 and IFRS 7 - Classification and Measurement of Financial Instruments (January 1, 2026)
●	Amendments to IFRS 9 and IFRS 7 - Power Purchase Agreements (January 1, 2026)
---	---
●	IFRS 18 - Presentation and Disclosures in Financial Statements (January 1, 2027)
---	---

Evotec has not early adopted any new standards, interpretations or amendments that have been issued but are not yet effective in these consolidated financial statements.

IFRS 18 is expected to change the presentation of the Consolidated Income Statement and to differentiate between earnings from operating activities, investment activities and financing activities. Further, IFRS 18 will require structural changes to the Consolidated Cash Flow Statement, namely starting with operating income (loss) as the basis for calculating cash flows from operating activities using the indirect method.

IFRS 18 will also add additional disclosures but will not change any accounting policies on recognition and measurement, hence it will not change reported net results.

Apart from IFRS 18, none of the amendments listed above are expected to have a significant impact on the Group´s consolidated financial statements.

​ F-17

Table of Contents

Evotec Group

Notes to consolidated financial statements for the financial year 2025

(3) SIGNIFICANT TRANSACTIONS

— COMPLETION OF THE DISPOSAL OF JUST EVOTEC BIOLOGICS EU SAS —

By share purchase agreement (SPA) signed on November 4, 2025 and with closing effective as of December 5, 2025, Evotec SE disposed of 100% of the shares in its subsidiary Just - Evotec Biologics EU SAS, Toulouse, France (subsequently: Just EU) to Sandoz AG, Basel, Switzerland. The subsidiary sold provides clinical and commercial biologics manufacturing services and was part of the reportable segment JEB until the disposal.

In accordance with IFRS 5, the assets and liabilities of the entity, that was identified as a disposal group, had been reclassified to Assets and Liabilities Held for Sale as of July 30, 2025.

The purchase price is based on an Enterprise Value of € 225,000k (cash and debt free basis) and amounts to € 152,959k. In addition, Sandoz settled Intercompany loans of Just EU, which amounted to € 84,000k as of closing date. Assets and liabilities were derecognized at their carrying amounts at the date when the control was lost. Considering effects from indemnification obligations, the sale resulted in a loss of € 3,750k, which is recorded under Other Operating Expense.

In addition to the SPA, the transaction encompasses multiple arrangements which will contribute to revenues according to IFRS 15. These include a Framework Service Agreement and a License Agreement. The Framework Service Agreement, replacing an existing contractual commitment, covers product transition services, operational support for site integration, and platform technology transfer services until 2028. The License Agreement provides additional rights beyond those provided under the license agreement signed in March 2025, which had a total consideration of USD 25m and was recognized as revenue in March 2025. Under the new agreement, an upfront technology license fee of USD 58m was paid in cash on the closing date, followed by a payment of USD 25m 60 days following closing and a further intended payment of USD 25m in December 2026. The revenue resulting from the License Agreement totaled USD 108m in December 2025. Under the License Agreement and the Framework Service Agreement, Evotec will be eligible for further potential license fees and development revenues including success-based milestones adding up to more than USD 300m over the coming years. Additionally, the License Agreement foresees potential royalties on a portfolio of up to ten biosimilars. These agreements became effective upon closing.

The net assets derecognized as of the disposal date are disaggregated as follows:

​

​	​	​
in k €	​ ​ ​	as of December 5, 2025
Current Assets:		​
— Cash and cash equivalents		2,575
— Inventories		7,231
— Current tax assets		5,146
— Prepaid expenses and other current assets		1,660
Total current assets	****	16,612
​	​	​
Non-current assets:		​
— Property, plant and equipment		258,305
— Intangible assets and Goodwill		1,840
— Non-current tax assets		1,837
— Other non-current assets		4
Total non-current assets	****	261,986
Total assets	****	278,598

​ F-18

Table of Contents

Evotec Group

Notes to consolidated financial statements for the financial year 2025

​	​	​
in k €	​ ​ ​	as of December 5, 2025
Current Liabilities		​
— Current financial liabilities		(6,699)
— Trade and other payables		(9,135)
— Deferred income		(1,500)
— Provisions		(2,283)
— Current income tax liabilities		(448)
— Other current liabilities		(1,820)
Total current liabilities	****	(21,886)
​	​	​
Non-current liabilities:		​
— Deferred tax liabilities		(656)
— Provisions		(301)
— Deferred income		(19,294)
Total non-current liabilities	****	(20,251)
Total Liabilities	****	(42,138)

​

A goodwill of € 715k was included in the carrying amount that has been disposed of.

- Cash flow from the disposal-

The disposal of the interest in Just Evotec EU resulted in a positive net cashflow amounting to € 222,649k, net of cash disposed, which is presented in the “Proceeds from the disposal of subsidiaries” item within the statement of cash flows. The amount included € 84,000k of Intercompany loans settlement. Based on the final Closing statement, the Group recorded a receivable for an additional purchase price payment of € 12,161k as of December 31, 2025 which is expected to be settled in 2026.

​

(4) Segment information

Evotec’s business activities are divided into two reportable segments, whose structure reflect the internal organizational and reporting structure of the Group.

In 2025, the Management Board made the decision to rename the segment previously known as “Shared R&D” to “Discovery & Preclinical Development” (D&PD) to better reflect Evotec’s strategic focus.

D&PD primarily includes drug discovery and preclinical development services and solutions. Starting with sourcing novel treatment ideas derived from patient data and continuing with target validation and lead optimization. In the subsequent development phase selected candidates can seamlessly transition to IND application.

Just — Evotec Biologics (JEB) is our advanced approach to discovering, optimizing, developing, and manufacturing bio-therapeutics. JEB provides services in the areas of antibody molecular optimization, product and process design, single-use disposable, perfusion-based continuous bioprocessing platforms, covering both early stage as well as commercial biomanufacturing.

Management does not allocate assets and liabilities to segments. The assessment of the individual operating segments is based on revenue and operating income (loss). Inter segment revenue are valued with a price comparable to other third-party revenue. Corporate activities are allocated based on internally defined allocation keys, primarily based on revenue. F-19

Table of Contents

Evotec Group

Notes to consolidated financial statements for the financial year 2025

The segment information for the financial year 2025 is as follows:

​	​	​	​	​	​	​	​	​
​	​ ​ ​	Discovery &	​ ​ ​	​	​ ​ ​	​	​ ​ ​	​
​	​ ​ ​	Preclinical	​ ​ ​	Just - Evotec	​ ​ ​	Intersegment	​ ​ ​	Evotec
in k€	​	Development	​	Biologics	​	eliminations	​	Group
Revenue*		528,930		259,443		—		788,373
Intersegment revenue	​	352	​	144	​	(496)	​	—
Cost of revenue	​	(482,470)	​	(192,161)	​	479	​	(674,152)
Gross profit	​	46,811	​	67,426	​	(17)	​	114,221
Operating income and (expenses)	​	​	​	​	​	​	​	​
Research and development	​	(37,454)	​	(72)	​	17	​	(37,509)
Selling, general and administrative expenses	​	(133,248)	​	(42,722)	​	—	​	(175,970)
Other operating income	​	61,370	​	4,230	​	—	​	65,599
Other operating expenses	​	(11,327)	​	(10,597)	​	—	​	(21,924)
Reorganization costs	​	(633)	​	—	​	—	​	(633)
Total operating income (expenses)	​	(121,294)	​	(49,161)	​	17	​	(170,438)
Operating income (loss)**		(74,482)	****	18,265	****	—	****	(56,217)

*Includes Revenue from contributions of €11,294k

**Includes €65,291k of depreciation and €9,478k of amortization related to D&PD and includes €24,707k of depreciation and €-k of amortization related to JEB

The segment information for the financial year 2024 is as follows:

​

​	​	​	​	​	​	​	​	​
​	​	Discovery &	​ ​ ​	​	​ ​ ​	​	​	​
​	​	Preclinical	​	Just - Evotec	​	Intersegment	​	Evotec
in k€	​ ​ ​	Development	​ ​ ​	Biologics	​ ​ ​	eliminations	​ ​ ​	Group
Revenue*	​	611,394		185,573		—		796,967
Intersegment revenue		160	​	1,049	​	(1,208)	​	—
Cost of revenue	​	(509,361)	​	(173,068)	​	344	​	(682,086)
Gross profit	​	102,192	​	13,553	​	(865)	​	114,881
Operating income and (expenses)	​	​	​	​	​	​	​	​
Research and development	​	(51,146)	​	(576)	​	865	​	(50,857)
Selling, general and administrative expenses	​	(158,915)	​	(29,286)	​	—	​	(188,201)
Other operating income	​	49,802	​	2,899	​	—	​	52,700
Other operating expenses	​	(13,924)	​	(2,192)	​	—	​	(16,116)
Reorganization costs	​	(54,179)	​	(751)	​	—	​	(54,930)
Total operating income (expenses)	​	(228,362)	​	(29,906)	​	865	​	(257,403)
Operating income (loss)**	​	(126,170)		(16,353)		—		(142,522)

*Includes Revenue from contributions of €14,450k

**Includes €70,753k of depreciation and €6,484k of amortization related to D&PD and includes €24,404k of depreciation and €-k of amortization related to JEB F-20

Table of Contents

Evotec Group

Notes to consolidated financial statements for the financial year 2025

The segment information for the financial year 2023 is as follows:

​

​	​	​	​	​	​	​	​	​
​	​ ​ ​	Discovery &	​ ​ ​	​	​ ​ ​	​	​ ​ ​	​
​	​	Preclinical	​	Just - Evotec	​	Intersegment	​	Evotec
in k€	​ ​ ​	Development	​ ​ ​	Biologics	​ ​ ​	eliminations	​ ​ ​	Group
Revenue*	​	672,977	​	108,449	​	—	​	781,426
Intersegment revenue	​	—		—		—	​	—
Cost of revenue	​	(492,674)	​	(113,701)	​	—	​	(606,375)
Gross profit	​	180,303	​	(5,252)	​	—	​	175,051
Operating income and (expenses)	​	​	​	​	​	​	​	​
Research and development	​	(68,529)	​	—	​	—	​	(68,529)
Selling, general and administrative expenses	​	(143,167)	​	(26,442)	​	—	​	(169,610)
Impairment/Reversal of impairment of intangible assets	​	108	​	(5,119)	​	—	​	(5,011)
Other operating income	​	62,524	​	2,269	​	—	​	64,793
Other operating expenses	​	(39,361)	​	(4,841)	​	—	​	(44,202)
Reorganization costs	​	—	​	—	​	—	​	—
Total operating income (expenses)	​	(188,425)	​	(34,133)	​	—	​	(222,558)
Operating income (loss)**	​	(8,122)	​	(39,385)	​	—	​	(47,507)

*Includes Revenue from contributions of €9,417k

**Includes €64,349k of depreciation and €6,946k of amortization related to D&PD and includes €21,685k of depreciation and €-k of amortization related to JEB

- Geographical Breakdown-

The geographical breakdown of revenue from customers for the financial year 2025 is stated below:

​	​	​	​	​	​	​
​	​	Discovery &	​	​	​	​
​	​	Preclinical	​	Just - Evotec	​	​
in k€	​ ​ ​	Development	​ ​ ​	Biologics	​ ​ ​	Evotec Group
Revenue by region		​		​		​
USA		323,508		108,001		431,509
Germany		25,293		—		25,293
France		19,783		72		19,855
United Kingdom		61,724		—		61,724
Switzerland		10,892		150,721		161,613
Rest of the world		76,436		649		77,085
Total revenue from contracts with customers	​	517,636	​	259,443	​	777,079
Revenue from contributions	​	11,294	​	—	​	11,294
Total Revenue	****	528,930	****	259,443	****	788,373

​

​ F-21

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Evotec Group

Notes to consolidated financial statements for the financial year 2025

The geographical breakdown of revenue from customers for the financial year 2024 is stated below:

​

​	​	​	​	​	​	​
​	​	Discovery &	​	​	​	​
​	​	Preclinical	​	Just - Evotec	​	​
in k€	​ ​ ​	Development	​ ​ ​	Biologics	​ ​ ​	Evotec Group
Revenue by region		​		​		​
USA		354,124		91,735		445,859
Germany		32,904		—		32,904
France		19,910		—		19,910
United Kingdom		92,437		80		92,517
Switzerland		18,048		90,995		109,043
Rest of the world		81,662		621		82,283
Total revenue from contracts with customers	​	599,086	​	183,431	​	782,517
Revenue from contributions	​	12,308	​	2,142	​	14,450
Total Revenue	****	611,394	****	185,573	****	796,967

​

The geographical breakdown of revenue from customers for the financial year 2023 is stated below:

​	​	​	​	​	​	​
​	​	Discovery &	​	​	​	​
​	​	Preclinical	​	Just - Evotec	​	​
in k€	​ ​ ​	Development	​ ​ ​	Biologics	​ ​ ​	Evotec Group
Revenue by region		​		​		​
USA		414,192		45,232		459,424
Germany		29,297		4,837		34,134
France		32,005		—		32,005
United Kingdom		86,368		—		86,368
Switzerland		7,500		57,424		64,924
Rest of the world		95,154		—		95,154
Total revenue from contracts with customers	​	664,516	****	107,493	****	772,009
Revenue from contributions	​	8,461	​	956	​	9,417
Total Revenue	****	672,977	****	108,449	****	781,426

​

Revenue is allocated to regions according to the location of the head office of the external customer.

Non-current assets categorized by the location of the companies as of December 31, 2025 and December 31, 2024 can be analyzed as follows:

​	​	​	​	​
in k€	​ ​ ​	2025	​ ​ ​	2024
USA		216,421		257,861
United Kingdom		180,577		208,907
Italy		230,258		240,450
France		89,704		325,974
Germany		188,451		154,543
Total non-current assets		905,411		1,187,735

​

Non-current assets shown in this table comprise of fixed assets, intangible assets, goodwill, non-current tax receivables, other non-current assets as well as investments for which the equity-method is applied. Non-current investments and deferred tax assets are not included.

​ F-22

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Evotec Group

Notes to consolidated financial statements for the financial year 2025

(5) Revenue

-Accounting Principles-

Revenue from contracts with customers

Revenue is recognized when the control over separable goods, services or research services is transferred to the customer, provided that a contract with enforceable rights and obligations exists and that collectability of consideration is probable. The Group assesses collectability based on a number of factors, including past transaction history with the customer and the customer’s creditworthiness.

Contracts entered into at or near the same time with the same customer (or related parties of the customer) are evaluated for combination. They are accounted for as a single contract when they are negotiated as a package with a single commercial objective, when the consideration in one contract depends on the price or performance of another contract, or when the goods or services promised across the contracts represent a single performance obligation. In assessing whether contracts should be combined, the Group considers the overall commercial substance of the arrangements to ensure that revenue recognition reflects the economic reality of the transaction.

Multi-element contracts

The Group regularly enters into arrangements for the R&D and subsequent manufacture of product candidates. Such arrangements may require the Group to deliver various rights, services and/or goods, including IP rights, licenses, technology access fee, R&D services, and manufacturing services. The underlying terms of these arrangements generally provide for consideration to the Group in the form of non-refundable upfront fees, development and R&D or commercial performance milestone payments, royalty payments or profit sharing.

In arrangements involving more than one performance obligation, each required performance obligation is evaluated to determine whether it qualifies as a distinct performance obligation based on whether:

●	the customer can benefit from the good or service either on its own or together with other resources that are readily available and
●	the good or service is separately identifiable from other promises in the contract.
---	---

The consideration under the arrangement is then allocated to each separate distinct performance obligation based on its respective relative stand-alone selling price. The estimated selling price of each deliverable reflects the Group´s best estimate of what the selling price would be if the deliverable was regularly sold by the Group on a stand-alone basis or by using an adjusted market assessment approach if the selling price on a stand-alone basis is not available.

The consideration allocated to each distinct performance obligation is recognized as revenue when control of the related goods or services is transferred. For performance obligations satisfied over time, the Group usually uses an FTE input-based method to determine the percentage of completion as this method properly reflects the Group’s progress in satisfying the performance obligation. In rare instances, the Group enters into performance obligations of providing a service of standing ready to provide goods or services.

Consideration associated with at-risk substantive performance milestones is recognized as revenue when it is highly probable that a significant reversal of the cumulative revenue recognized will not occur.

Material payments for those services are generally made in advance by the customer and recorded as contract liabilities until the related performance obligations are satisfied.

Contract assets are recognized in case the Group´s progress of completion of its performance obligations exceeds the amount of the payments received. F-23

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Evotec Group

Notes to consolidated financial statements for the financial year 2025

Milestone payments

Milestone payments for R&D are contingent upon the occurrence of a future event and represent a variable consideration. The Group usually estimates at contract’s inception that the most likely amount for milestone payments is zero. The most likely amount method of estimation is considered the most predictive for the outcome since the outcome is binary; e.g. achieving a specific success in clinical development (or not).

The Group includes milestone payments in the total transaction price only to the extent that it is highly probable that a significant reversal of revenue will not occur when the uncertainty associated with the variable consideration is subsequently resolved.

Service Fees

Service fees for the assignment of personnel to R&D collaborations are recognized as revenue in the period the services were provided.

Other fees

Other fees consist substantially of technology access fees. Revenue from technology access fees is recognized over the related service period. Payments for technology access fees are generally paid in full or in parts in advance and recorded as contract liabilities until earned.

Licenses of IP

The Group distinguishes between the right to use IP and the right to access IP. Revenue for a right-to-use license is recognized by the Group when the licensee can use and benefit from the IP after the license term begins, e.g., the Group has no further obligations in the context of the out-licensing of a drug candidate or technology. In practice that means at the date of the sale or when the licensee gains effectively access.

Revenue from a right to access license of the IP is recognized when the Group undertakes activities during the license term that significantly affect the IP, the customer is directly exposed to any positive or negative effects of these activities, and these activities do not result in the transfer of a good or service to the customer. Revenue from the right to access the IP are recognized on a straight-line basis over the license term.

Royalties

The Group receives royalties generated from successful development. Those royalties are generally sales based with additional milestones payments depending on the underlying market or product. The revenue generated from royalties is recognized as the underlying sales occur when it is highly probable that the consideration will be received.

Financing component and time value of money

The Group does not enter into arrangements where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year or the cash consideration and the stand alone selling price differs significantly. Additionally, the Group does not consider any prepayments provided by the customer as financing components. Consequently, the Group does not adjust any of the transaction prices for the time value of money. F-24

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Evotec Group

Notes to consolidated financial statements for the financial year 2025

Contract assets

Contract assets correspond to amounts accrued or due by customers for work in progress depending on the stage of completion of the analysis/work performed. The Group regularly assesses the state of its billing operations and the level of payer’s reimbursements based on specific facts and circumstances and historical recoverability data in order to identify issues which may impact the collection.

Contract liabilities

A contract liability is the obligation of the Group to transfer goods or services to a customer for which the Group has received a consideration (or an amount of consideration is due). If a customer pays the consideration before the Group transfers goods or services to the customer, a contract liability is recognized when the payment is made, or the payment is due (whichever is earlier). Contract liabilities are recognized as revenue when the Group fulfills its contractual obligation. The Group´s contracts do not include financing components as all up-front consideration received are prepayments on service obligations.

Revenue Recognition from Contributions

The Group receives private contributions for which the existence of an adequate exchange transaction for research projects serving the public good is refuted. A realization of revenue from contracts with customers is not possible. A private contribution exists for which a contribution revenue item is recognized.

The effect on profit or loss is immediate or occurs over the period in which the subsidized service is provided. A liability item must be recognized for a contribution that has already been received, but this is not a contractual obligation, but rather other liability. The reversal of the liability item is gross, i.e., as contribution revenue separately from the revenue.

-Revenue-

The following schedule entails detailed information about the Group’s revenue in the financial year 2025:

​	​	​	​	​	​	​
​	​	Discovery &	​	​	​	​
​	​	Preclinical	​	Just - Evotec	​	​
in k€	​ ​ ​	Development	​ ​ ​	Biologics	​ ​ ​	Evotec Group
Revenue from contracts with customers		​		​		​
Fee for services and FTE-based research services		468,515		144,412		612,927
Material re-charges to customers		31,892		—		31,892
Milestone fees		9,615		—		9,615
Licenses		7,314		115,031		122,345
Other fees		300		—		300
Total revenue from contracts with customers	****	517,636	****	259,443	****	777,079
Timing of revenue recognition		​		​		​
At a point in time		49,121		115,031		164,152
Over a period of time		468,515		144,412		612,927
Total revenue from contracts with customers	​	517,636	​	259,443	​	777,079
Revenue from contributions	​	11,294	​	—	​	11,294
Total Revenue	****	528,930	****	259,443	****	788,373

​

​ F-25

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Evotec Group

Notes to consolidated financial statements for the financial year 2025

The following schedule entails detailed information about the Group’s revenue in the financial year 2024:

​	​	​	​	​	​	​
​	​	Discovery &	​	​	​	​
​	​	Preclinical	​	Just - Evotec	​	​
in k€	​ ​ ​	Development	​ ​ ​	Biologics	​ ​ ​	Evotec Group
Revenue from contracts with customers		​		​		​
Fee for services and FTE-based research services		553,963		183,431		737,394
Material re-charges to customers		38,578		—		38,578
Milestone fees		2,871		—		2,871
Licenses		3,130		—		3,130
Other fees		544		—		544
Total revenue from contracts with customers	****	599,086	****	183,431	****	782,517
Timing of revenue recognition		​		​		​
At a point in time		83,157		44,123		127,280
Over a period of time		515,929		139,308		655,237
Total revenue from contracts with customers	​	599,086	​	183,431	​	782,517
Revenue from contributions	​	12,308	​	2,142	​	14,450
Total Revenue	****	611,394	****	185,573	****	796,967

​

The following schedule entails detailed information about the Group’s revenue in the financial year 2023:

​	​	​	​	​	​	​
​	​	Discovery &	​	​	​	​
​	​	Preclinical	​	Just - Evotec	​	​
in k€	​ ​ ​	Development	​ ​ ​	Biologics	​ ​ ​	Evotec Group
Revenue from contracts with customers		​		​		​
Fee for services and FTE-based research services		619,437		107,492		726,929
Material re-charges to customers		37,561		—		37,561
Milestone fees		4,785		—		4,785
Licenses		674		1		675
Other fees		2,059	​	—		2,059
Total revenue from contracts with customers	****	664,516	****	107,493	****	772,009
Timing of revenue recognition		​		​		​
At a point in time		42,345		46,242		88,587
Over a period of time		622,171		61,251		683,421
Total revenue from contracts with customers	****	664,516	​	107,493	​	772,009
Revenue from contributions	​	8,461	​	956	​	9,417
Total Revenue	​	672,977	****	108,449	****	781,426

​

The transaction prices allocated to the remaining performance obligation (unsatisfied or partially unsatisfied) are as follows:

​

​	​	​	​	​	​	​
in k€	​ ​ ​	December 31, 2025	​ ​ ​	December 31, 2024*	​ ​ ​	December 31, 2023
In the course of the following year		258,618	​	460,835		571,825
After one year		190,240	​	885,577		335,427

*Change from prior year disclosed amount

​

The decrease in the remaining performance obligation in 2025 compared to previous years is mainly due to the contract modification of an existing contractual commitment with a new contractual arrangement, The compensation stipulated herein includes a high proportion of success-based milestones and royalties, which are not considered in the calculation of the remaining performance obligation.

During the year 2025 no material revenue was recognized from performance obligations that were already completely fulfilled in prior reporting periods. F-26

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Evotec Group

Notes to consolidated financial statements for the financial year 2025

In 2025 and 2024, two customers contributed more than 10% of consolidated revenue totaling € 292,314k (2024: € 256,691k), of which € 153,262k (2024: € 90,995k) related to the JEB segment and € 139,052k (2024: € 165,696k) to the D&PD segment.

In 2023, one customer contributed more than 10% of consolidated revenue totaling € 195,386k, related to the D&PD segment.

-Contract Assets-

In the course of the reporting year, contract assets changed as follows:

​

​	​	​	​	​
in k€	​ ​ ​	2025	​ ​ ​	2024
Balance as of January 1		46,034		25,000
Additions		263,025		201,016
Reclassifications to trade receivables due to invoicing		(275,559)		(181,469)
Translation differences and other		(5,205)		1,487
Balance as of December 31	****	28,295	****	46,034

​

As of December 31, 2025 and 2024, no risk provision was recorded given the creditworthiness of the customers with outstanding balances. The decrease in the contract asset balance from December 31, 2024 to December 31, 2025 occurred in the normal course of business.

-Contract Liabilities-

As of December 31, 2025 and 2024, current and non-current contract liabilities mainly originated from the upfront payments relating to the contracts with the Group’s largest customer in the amount of € 214,985k (December 31, 2024: € 215,108k) of which € 73,099k (December 31, 2024: € 57,862k) are classified as current contract liabilities.

​

​	​	​	​	​	​	​	​	​
​	​ ​ ​	Current			​ ​ ​	Non-current
in k€	​ ​ ​	2025	​ ​ ​	2024	​	2025	​ ​ ​	2024
Balance as of January 1	​ ​ ​	106,599	​ ​ ​	97,587	​ ​ ​	156,679	​ ​ ​	155,287
Additions		141,168		220,121		69,649		94,574
Reduction due to recognition of revenue		(222,724)		(303,748)		—		—
Divestment of affiliated companies	​	—	​	(1,069)	​	—	​	—
Reclassification from non-current to current		81,004		93,181		(81,004)		(93,182)
Translation differences and other		(1,198)		526		—		—
Balance as of December 31	****	104,849	****	106,599	****	145,324	****	156,679

​

​ F-27

Table of Contents

Evotec Group

Notes to consolidated financial statements for the financial year 2025

(6) Other operating income (loss)

-Accounting Principles-

Operating income (loss) excludes in general items that are not directly related to the Group’s operating activities, except arbitration cost which are also included in the operating income. Activities in relation with the Group´s operating activities primarily relate to gains or losses on the disposal of material property, plant and equipment, gains or losses on the sale of Group companies, associates and joint ventures, indemnification provisions as well as disputes with minority shareholders.

Research and development

Research activities expenses undertaken with the prospect of gaining new scientific or technical knowledge and understanding are recognized in profit or loss when incurred. Refer to Note 10 for further details regarding the capitalization policy of IP R&D and other related expenses.

Other Operating Income

The Group may receive tax credits from tax development programs in the context of qualifying R&D expenses in different jurisdictions. Such tax refunds regularly result in amounts which can be offset against taxable income, to provide a partial or full relief from tax or other payments to fiscal authorities. The Group determined that under its significant tax development programs, the feature of the credit is provided in a way which allows either offsetting against taxable income or instead, when insufficient taxable profits are available, direct reimbursement and payment in cash. In addition, the tax development programs are provided for specific activities, often limited to specific R&D expenses. As such, the Group accounts for such tax development programs as other operating income and does not account for such income as tax income or offsets tax credits from income tax expense.

In certain cases, the Group recharges indirect costs to third parties. The income from those recharges is recognized in other operating income when it is a direct reimbursement of costs. There is no underlying direct exchange of services for this income and therefore a recognition as revenue is not suitable. The relating expenses are recognized in other operating expenses as well as in R&D expenses.

Reorganization Costs

Reorganization costs include personnel costs related to termination benefits, site closure and contract termination costs, impairment losses recognized in accordance with IFRS 5 as well as other costs. Termination benefits are recognized when

–	it is probable that employees will be entitled to benefits and
–	the amounts can be reasonably estimated.
---	---

Estimates of termination benefits are based on negotiations with social partners, common practices in the industry, and the existence of statutory required minimum benefits. Site closure, contract termination and other costs are recognized when they are incurred. The impairment loss in accordance with IFRS 5 is based on the difference between the carrying amount of the disposal group, measured according to the applicable IFRSs until classification as held for sale, and the fair value less costs to sell. The specific restructuring measures and associated estimated costs are based on management’s best judgment under the existing circumstances at the time the estimates are made. If future events require changes to these estimates, such adjustments will be reflected in the period of the revised estimate.

Government Grants

Government grants are recognized when all the conditions associated to those grants have been substantially complied with. When the grant relates to an expense item, it is recognized as a reduction of the related expense. When the grant relates to an asset, it is recognized as income evenly over the expected useful life of the related asset. F-28

Table of Contents

Evotec Group

Notes to consolidated financial statements for the financial year 2025

- Cost of material-

Cost of materials in 2025 amounted to € 114,977k. Thereof € 95,389k were cost of materials outside of Germany in the UK, Italy, France, Austria and the US (2024: € 122,044k and € 97,254k, 2023: € 118,918k and € 88,192k respectively.)

- Research and development-

In 2025, research expenses for R&D projects were recognized in the amount of € 37,509k (December 31, 2024: € 50,857k, December 31, 2023: € 67,210k). The decrease in R&D expenses compared to 2024 is mainly due to the strategic prioritization of key projects and the financial stewardship in a challenging macroeconomic environment. R&D costs include amortization of intangible assets and depreciation of property, plant, and equipment of € 1,740k (December 31, 2024: € 924k, December, 31 2023: € 464k).

-Selling, general and administrative expenses-

Included in selling, general and administrative expenses are expenses for sales and marketing in the amount of € 17,376k (2024: € 17,478k, 2023: € 16,869k). Other administrative expenses amount to € 158,595k (2024: € 170,723k, 2023: € 152,741k). The decrease of other administrative expenses is related to lower consultancy, insurance and audit costs. Included in selling, general and administrative expenses are amortization of intangible assets and depreciation of property, plant and equipment of € 47,244k (2024: € 48,096k, 2023: € 43,522k).

-Other operating income-

In 2025, other operating income includes tax refunds for R&D activities (2025: € 41,614k, 2024: € 46,863k, 2023: € 43,996k), mainly in France (2025: € 21,877k, 2024: € 24,669k, 2023: € 24,812k) and the UK (2025: € 9,544k, 2024: € 10,656k, 2023: € 11,010k). In 2025, other operating income included insurance reimbursements related to the 2023 cyber-attack in the amount of € 7,500k. Further, on December 30, 2025, the Group sold one of its associate investments, Dark Blue Therapeutics Ltd, resulting in a gain on sale and corresponding other operating income of € 12,125k.

-Other operating expense-

In 2025, other operating expense amounted to € 21,924k (December 31, 2024: € 16,116k, December 31, 2023: € 44,202k). This increase was driven by expenses related to the disposal of Just-EU Biologics SAS (2025: € 10,211k) and one-off arbitration costs including a lease contract of a building (2025: € 4,985k). In 2025, other operating expense included external expenses related to the cyber attack in the amount of € 1,680k (2024; € 8,674k, 2023: € 15,869k).

-Reorganization costs-

Reorganization costs amounted to € 633k (2024: € 54,930k, 2023: € 0k). In 2024, reorganization costs included employee termination benefits, such as severance payments and accelerated share-based compensation expenses, real estate footprint optimization such as costs related to the premature termination of lease contracts and other direct costs such as consultancy fees. Further reorganization costs included an impairment loss in accordance with IFRS 5 related to the disposal of the former subsidiary Evotec DS.

​ F-29

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Evotec Group

Notes to consolidated financial statements for the financial year 2025

-Personnel expenses-

The personnel expenses of the Group for 2025, 2024 and 2023 are detailed in the following schedule:

​

​	​	​	​	​	​	​
k€	​ ​ ​	2025	​ ​ ​	2024	​ ​ ​	2023
Personnel expenses (total)	​	456,536	​	458,738	​	377,587
Thereof:		​		​		​
Personnel expenses outside of Germany		338,850		340,362		256,259
Statutory retirement insurance		23,972		25,146		17,041
Statutory retirement insurance outside of Germany		20,446		21,094		9,788
Social security expenses		64,917		62,136		58,276

​

​

(7) Income and deferred tax

-Accounting Principles-

Income taxes comprise current, non-current and deferred tax.

Income tax is recognized in the Consolidated Income Statement except to the extent that it relates to items recognized directly within equity or in Other Comprehensive Income.

Current tax is the expected taxes payable on the taxable income for the year, using tax rates enacted at the reporting date, and any adjustment to tax payable in respect of previous years. The tax rates for domestic companies are between 31% and 32% and for foreign companies between 17% and 28%.

In cases where amounts recognized in the tax returns are likely not to be realized (uncertain tax positions), a tax liability is recorded. The amount is determined from the best possible estimate of expected tax payments (most likely amount of tax uncertainty). Tax claims from uncertain tax positions are only recognized if their realization is probable. Only in the case of an existing tax loss carryforward or an unused tax credit there is no tax liability or tax claim recognized for these uncertain tax positions; instead, the deferred tax asset for the unused tax loss carryforwards and tax credits is adjusted accordingly. This assessment relies on estimates and assumptions and may involve a series of judgments about future events.

New information may become available that causes the Group to change its judgment regarding adequacy of existing tax assets and liabilities. Such changes to tax assets and liabilities will impact the income tax expense in the period during which such a determination is made.

Deferred tax assets and liabilities are recognized, using the Balance Sheet method, for the expected tax consequences of temporary differences between the carrying amounts of assets and liabilities according to IFRS and the amounts used for taxation purposes. Deferred taxes are measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date.

Deferred taxes are recognized for all taxable temporary differences, except:

●	temporary differences arising on the initial recognition of goodwill,
●	temporary differences on the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss, and at the time of the transaction, does not give rise to equal taxable and deductible temporary differences,
---	---
●	temporary differences relating to investments in subsidiaries, associates, and interests in joint ventures, when the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.
---	---

F-30

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Evotec Group

Notes to consolidated financial statements for the financial year 2025

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity or on different taxable entities, but the Group intends to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.

A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences to the extent that it is probable that there will be future taxable profits against which they can be utilized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the countries where the deferred tax assets originated and during the periods when the deferred tax assets become deductible. The Group considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.

In 2025, deferred tax assets amounting to € 2,949k (December 31, 2024: € 16,632k) were recognized across multiple subsidiaries that incurred losses during the current or prior financial year. Based on positive future earnings projections, it is considered probable that sufficient taxable income will be available in the future to utilize the recognized deferred tax assets.

International Tax Reform - Pillar II Framework

The Group falls within the scope of application of the so-called Pillar II Framework, that entered into force in the German legislation on December 28, 2023.

The Minimum Tax Act applies for the first time financial years beginning on or after December 30, 2023 (“MinStG”). Pillar II legislation has been enacted or substantially enacted in a number of other jurisdictions in which the Group operates, effective for the financial year beginning January 1, 2024. As the Group is in scope of the Pillar II legislation the Group may be liable to pay a top-up tax for each jurisdiction having an effective tax rate below 15%.

During the transitional period from 2024 to 2026, the top-up tax can, upon request, be deemed zero for a jurisdiction where the requirements of the country by country reporting safe harbor rules are met. The Group will exercise this option, which based on the 2025 fiscal year, will lead to the Company being exempt from minimum taxation in most of the jurisdictions in which it operates.

The application of the global minimum tax rules, as implemented into domestic legislation of the jurisdictions in which the Group operates, results in no minimum tax being recognized in 2025.

The Group has applied the exception to recognizing and disclosing information about deferred taxes relating to Pillar II income taxes, as provided by the amendment to IAS 12 issued in May 2023 and endorsed in the EU in November 2023.

-Income tax expenses-

Income tax benefit and expense for the years 2025, 2024 and 2023 comprise the following.

​

​	​	​	​	​	​	​
​	​ ​ ​	2025	​ ​ ​	2024	​ ​ ​	2023
​	​ ​ ​	in k€	​	in k€	​ ​ ​	in k€
Current taxes		​	​	​		​
- Tax expense for the year	​	(4,843)	​	(7,761)	​	(5,251)
- Income (expense) relating to other periods	​	2,785	​	328	​	(2,666)
Total current income taxes	​	(2,058)	​	(7,433)	​	(7,917)
Deferred taxes		​	​	​	​	​
- Tax loss carry forwards	​	(33,136)	​	34,786	​	1,606
- Temporary differences	​	18,443	​	(29,455)	​	2,991
Total deferred income taxes	​	(14,693)	​	5,331	​	4,597
Tax income (expense) recognized in the income statement	****	(16,751)	​	(2,102)	​	(3,320)

​ F-31

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Evotec Group

Notes to consolidated financial statements for the financial year 2025

-Reconciliation of effective tax rate-

The difference between the actual income tax expense and the result of the net income (loss) and the applicable Group tax rate in the reporting year and the previous year is made up as follows:

​

​	​	​	​	​	​	​
​	​ ​ ​	2025	​ ​ ​	2024	​	2023
​	​ ​ ​	in k€	​ ​ ​	in k€	​	in k
Income (loss) before taxes	​	(86,766)	​	(193,977)	​	(80,593)
Expected German income tax rate	​	32.28	%	32.28	%	32.28
Expected income tax benefit (expense)	​	28,008	​	62,616	​	26,015
Non-deductible expenses	​	(8,202)	​	(33,773)	​	(8,274)
R&D tax credits	​	8,297	​	8,667	​	8,558
Tax free income	​	2,322	​	13,106	​	7,968
Permanent differences from GILTI	​	(649)	​	(778)	​	(156)
Tax effects from investments accounted for using the equity method	​	2,494	​	(683)	​	(8,373)
Deviation tax rates to expected tax rate	​	6,137	​	(992)	​	(1,343)
Change in tax rates	​	(2,254)	​	—	​	(251)
Change in recognition of deferred tax assets	​	(52,791)	​	(49,359)	​	(25,568)
Taxes related to prior years	​	​	​	​	​	​
Current Taxes	​	2,784	​	328	​	(2,666)
Deferred Taxes	​	(2,455)	​	(1,736)	​	556
Other	​	(442)	​	502	​	213
Effective income tax income (expense)	​	(16,751)	​	(2,102)	**** ​	(3,320)
Effective income tax rate	​	(19.31)	%	(1.08)	%	(4.12)

All values are in Euros.

​

The Group tax rate includes corporate income tax plus solidarity surcharge of 15.825% and trade tax of 16.450%.

The change in recognition of deferred tax assets primarily relates to tax losses in Germany for which no deferred tax asset was recognized. The non-deductible expenses in 2025 mainly result from the loss on the sale of the shares in investments, write down of convertible loans, dividends received and withholding taxes. The current tax expense was reduced in the amount of € 8,337k (December 31, 2024: € —k, December 31, 2023: € 1,329k) due to the utilization of previously unrecognized tax losses. The deviation in the tax rates to the expected tax rate is mainly due to US group entities. The change in tax rates is fully attributable to the gradual reduction of the corporate income tax rate in Germany. The corporate income tax rate will be reduced by one percent each year in five stages from 2028 through 2032, i.e. from 15% to 10%. F-32

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Evotec Group

Notes to consolidated financial statements for the financial year 2025

-Deferred Taxes-

Deferred income tax assets and liabilities calculated with the anticipated tax rates of each entity as of December 31, 2025 and 2024 relate to the following:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	January 1, 2025			​	​	​	​	​	December 31, 2025
​	​	​	​	​	​	Recognized in	​	​	​	​	​	​	​	​
​	​	​	​	Recognized	​	other	​	Foreign	​	​	​	Deferred	​	Deferred
​	​	​	​	in	​	comprehensive	​	currency	​	​	​	tax	​	tax
​	​	Net balance	​	profit or loss	​	income	​	translation	​	Net	​	assets	​	liabilities
​	​ ​ ​	in k€	​ ​ ​	in k€	​ ​ ​	in k€	​ ​ ​	in k€	​ ​ ​	in k€	​ ​ ​	in k€	​ ​ ​	in k€
Property, plant and equipment	​	(29,391)	​	890	​	—	​	—	​	(28,501)	​	1,990	​	(30,491)
Intangible assets	​	2,610	​	(2,427)	​	—	​	—	​	183	​	321	​	(138)
Rights of use assets		(24,114)	​	(5,770)	​	—		—	​	(29,884)		—		(29,884)
Financial assets		(35,620)	​	26,507	​	24		—	​	(9,089)		5,821		(14,909)
Provisions and deferred income		(322)	​	509	​	(235)		—	​	(48)		3,035		(3,083)
Lease obligations		23,849	​	6,391	​	—		—	​	30,240		30,240		—
Other liabilities		17,007	​	(7,656)	​	—		301	​	9,652		10,689		(1,037)
Tax credits		142	​	(1)	​	—	​	—	​	141		141		—
Loss carryforward		48,656	​	(33,135)	​	—	​	—	​	15,521		15,521		—
Total		2,817	**** ​	(14,693)	**** ​	(211)	****	301	​	(11,786)	****	67,758	****	(79,543)
Offsetting of tax		—	​	—	​	—	​	—	​	—		(64,809)		64,809
Net		2,817	**** ​	(14,693)	**** ​	(211)	****	301	​	(11,786)	****	2,949	****	(14,735)

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	January 1, 2024			​	​	​	​	​	December 31, 2024
​	​	​	​	​	​	Recognized **** in	​	​	​	​	​	​	​	​
​	​	​	​	Recognized	​	other	​	Foreign	​	​	​	Deferred	​	Deferred
​	​	​	​	in	​	comprehensive	​	currency	​	​	​	tax	​	tax
​	​	Net balance	​	profit or loss	​	income	​	translation	​	Net	​	assets	​	liabilities
​	​ ​ ​	in k€	​ ​ ​	in k€	​ ​ ​	in k€	​ ​ ​	in k€	​ ​ ​	in k€	​ ​ ​	in k€	​ ​ ​	in k€
Property, plant and equipment	​	(11,533)	​	(18,057)	​	—	​	199	​	(29,391)	​	2,252	​	(31,643)
Intangible assets	​	(13,300)	​	15,910	​	—	​	—	​	2,610	​	3,563	​	(953)
Rights of use assets	​	(29,609)	​	5,495	​	—		—	​	(24,114)		—		(24,114)
Financial assets		(2,830)	​	(33,209)	​	419		—	​	(35,620)		978		(36,598)
Provisions and deferred income		8,121	​	(8,127)	​	(316)		—	​	(322)		4,856		(5,178)
Lease obligations		24,701	​	(852)	​	—		—	​	23,849		23,849		—
Other liabilities		6,312	​	9,704	​	1,774		(783)	​	17,007		17,201		(194)
Tax credits		461	​	(319)	​	—	​	—	​	142		142		—
Loss carryforward		13,870	​	34,786	​	—	​	—	​	48,656		48,656		—
Total		(3,807)	**** ​	5,331	**** ​	1,877	****	(584)	​	2,817	****	101,497	****	(98,680)
Offsetting of tax		—	​	—	​	—	​	—	​	—		(84,164)		84,164
Net	****	(3,807)	**** ​	5,331	**** ​	1,877	****	(584)	​	2,817	****	17,333	****	(14,516)

​

-Unrecognized deferred tax liabilities-

Concerning undistributed foreign subsidiaries earnings, temporary differences in the amount of € 13,787k were not recognized according to IAS 12.39 (December 31, 2024: € 16,023k) as the Group controls the timing of such reversal and it is not planned to distribute the foreign subsidiaries earnings. F-33

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Evotec Group

Notes to consolidated financial statements for the financial year 2025

-Unrecognized deferred tax assets-

The Group’s deferred tax assets are recorded to the extent it is probable that such tax benefits would be realized in future years. As of December 31, 2025, deferred tax assets on tax loss carryforwards were not fully recognized for two German entities as well as one Italian entity and one UK entity and not recognized for the entities located in the United States, France, Austria and India. In the following schedule, tax loss carryforwards, interest carryforwards and tax credits for which no deferred tax assets were recorded are shown. Tax loss carryforwards on different types of income taxes were aggregated into one total amount.

​

​	​	​	​	​	​	​
​	​ ​ ​	2025	​ ​ ​	2024	​ ​ ​	2023
​	​ ​ ​	in k€	​	in k€	​ ​ ​	in k€
Tax loss carryforwards (not expiring)	​	1,215,300	​	865,323		572,204
Time-limited tax losses	​	​	​	​	​	​
- expiring until 2030 (2024: 2029)	​	198	​	31,648		24,768
- expiring 2031 to 2035 (2024: 2030 - 2034)	​	17,248	​	32,019		32,179
- expiring after 2035 (2024: 2034)	​	25,978	​	27,303		38,243
Tax credits	​	1,192	​	1,337		1,181
Total	****	1,259,916	​	957,630	****	668,575

​

The table above does not include U.S. tax losses which are subject to s382 restrictions.

In addition to unrecognized deferred tax assets from tax loss carryforwards, a net asset position for temporary differences amounting to € 10,135k (December 31, 2024: € 10,329k, December 31, 2023: € 14,323k) was not recognized as of December 31, 2025, as there was no sufficient taxable income foreseen.

​

-Non-current and current tax assets-

Non-current tax assets as of December 31, 2025 mainly relate to tax refunds from tax development programs in the context of qualifying R&D expenses in France (crédit d’impôt recherche), Italy and Germany (December 31, 2024: mainly related to France and Italy).

Current tax assets as of December 31, 2025 mainly comprise of tax refunds in relation with qualifying R&D projects in in the UK, Italy and Germany (December 31, 2024: mainly related to UK, Italy and Germany).

​

(8) Current assets and liabilities

-Accounting Principles-

Trade accounts receivable

Trade accounts receivable are initially recognized at the transaction price in accordance with IFRS 15. For trade accounts receivable, the Group applies the simplified approach with expected lifetime credit losses recognized from initial recognition of the receivables in the income statement. The provision for doubtful debts is established using an expected credit loss model (ECL) using the simplified approach in accordance with IFRS 9. The carrying amount of trade accounts receivable is reduced through the use of an allowance account. Impaired trade accounts receivables are derecognized when they are assessed as uncollectible.

Inventories

In accordance with IAS 2, inventories are stated at the lower of cost or net realizable value. The cost of inventories comprises all costs of purchase, manufacturing, as well as other costs incurred in bringing the inventories to their present location and condition. F-34

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Evotec Group

Notes to consolidated financial statements for the financial year 2025

The cost of inventories is predominantly determined by using the weighted average cost method. Depending on the nature of inventory, the Group also applies the first-in, first-out method in rare cases. The net realizable value represents the estimated sales price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.

Write-downs of inventories which are considered obsolete or slow moving are computed taking into account their expected future utilization and their net realizable value.

The Group also considers other reasons that the cost of inventories may not be recoverable such as damage, obsolescence, expiration date or declines in selling price.

-Trade accounts receivables-

Trade accounts receivables that were not individually impaired were classified as recoverable on the basis of credit management processes and individual assessments of customer risks. The valuation allowances include appropriate risk provisions. The Group has assessed the default risk of all trade accounts receivables. The opening balance of trade accounts receivable was €116,319k as of January 1, 2025 (January 1, 2024: € 98,396k) and the closing balance was € 135,963k as of December 31, 2025 (December 31, 2024: € 116,319k).

The maturities of trade receivables as at December 31, 2025 and December 31, 2024 taking into account risk provisions, are as follows:

​

​	​	​	​	​
​	​ ​ ​	Dec 31	​ ​ ​	Dec 31
​	​ ​ ​	2025	​ ​ ​	2024
​	​	in k€	​	in k
Not past due	​	116,100	​	87,986
Risk provision not past due		(589)	​	(161)
Weighted average loss rate	​	0.51	%	0.18
Past due 1-30 days		12,780	​	13,098
Risk provision 1-30 days		(199)	​	(43)
Weighted average loss rate	​	1.56	%	0.33
Past due 31-120 days		5,612	​	9,473
Risk provision 31-120 days		(336)	​	(32)
Weighted average loss rate	​	6.00	%	0.34
More than 120 days		15,557	​	16,903
Risk provision more than 120 days		(12,961)	​	(10,905)
Weighted average loss rate	​	83.31	%	64.51
Total trade accounts receivable		135,963	​	116,319

All values are in Euros.

​ F-35

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Evotec Group

Notes to consolidated financial statements for the financial year 2025

The related loss allowances on trade accounts receivable have changed as follows:

​

​	​	​	​	​	​	​
​	​ ​ ​	Credit-impaired	​ ​ ​	Lifetime expected	​ ​ ​	​
​	​	Trade accounts receivable	​	credit losses	​	​
​	​ ​ ​	(individually assessed)	​ ​ ​	(collectively assessed)	​ ​ ​	​
​	​	k€	​	k€	​	k€
Balance as of January 1, 2024	​	6,121		331		6,452
Change in provision for ECL		—		194		194
Additions/Reductions		7,969		—		7,969
Recoveries collected		(3,474)		—		(3,474)
Deduction from allowance		—		—		—
Currency translation adjustments and other	​	—	​	—	​	—
Balance as of December 31, 2024		10,616		526		11,141
​	​	​	​	​	​	​
Balance as of January 1, 2025		10,616		526		11,141
Change in provision for ECL		—		242		242
Additions/Reductions		4,672		—		4,672
Recoveries collected		(271)		—		(271)
Deduction from allowance		(1,843)		—		(1,843)
Currency translation adjustments and other	​	145	​	—	​	145
Balance as of December 31, 2025		13,319		768		14,086

​

The Group does not have an allowance against any other financial asset.

​

-Inventories-

Inventories consist of the following:

​

​	​	​	​	​
​	​ ​ ​	Dec 31	​ ​ ​	Dec 31
​	​	2025	​	2024
​	​ ​ ​	in k€	​ ​ ​	in k€
Raw materials	​	26,984	​	29,455
Work-in-progress	​	2,333		1,667
Total inventories	​	29,317	****	31,122

​

Raw materials mainly consist of consumables, cell culture media and disposables.

Allowances on inventories exist at the balance sheet date in the amount of € 1,329k (December 31, 2024: € 2,043k).

In 2025, € 40,867k (2024: € 45,069k, 2023: € 54,987k) of inventories were expensed.

​

-Prepaid expenses and other current assets-

Prepaid expenses as of December 31, 2025 mainly relate to prepayments for subscriptions to IT licenses. Other current assets mainly comprise VAT-related receivables of € 10,801k (December 31, 2024: € 14,149k).

​

​	​	​	​	​
in k€	​ ​ ​	December 31, 2025	​ ​ ​	December 31, 2024
Prepaid expenses	​	18,970	​	22,240
Other current assets		11,510		23,279
Total prepaid expenses and other current assets	****	30,480	****	45,519

​ F-36

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Evotec Group

Notes to consolidated financial statements for the financial year 2025

-Trade payables-

As of December 31, 2025 the Group’s trade payables amounted to € 64,763k (December 31, 2024: € 85,792k) and consist of payables in relation within the normal course of business.

-Other current liabilities-

As of December 31, 2025 other current liabilities included wage taxes in the amount of € 5,692k (December 31, 2024: € 5,457k) and social security liabilities with an amount of € 5,645k (December 31, 2024: € 8,003k).

-Deferred Income-

As of December 31, 2025, current and non-current deferred income amounted to € 11,570k (December 31, 2024: € 33,773k) and included customer reimbursements for equipment in Just - Evotec Biologics, Inc.of € 6,756k (December 31, 2024: € 8,567k). The decrease is mainly driven by the sale of Just EU and the derecognition of the related forgivable loan (December 31, 2024: € 21,125k).

​

(9) Property, plant and equipment

-Accounting principles-

Owned Assets

Property, plant and equipment, including leasehold improvements are recorded in the Statement of Financial Position at their acquisition price, net of accumulated depreciation and impairment losses.

The costs of property, plant and equipment comprise all directly attributable costs.

After initial measurement, property, plant and equipment is carried at cost less accumulated depreciation and impairment, except for land which is carried at cost less impairment.

Depreciation is calculated using the straight-line method over the estimated useful life of the asset, which the Group reviews at each balance sheet date. Costs related to repair and maintenance activities are expensed in the period in which they are incurred unless leading to an extension of the original lifetime or capacity. Leasehold improvements are amortized using the straight-line method over the shorter of the lease term or the estimated useful life of the asset.

Subsequent costs are not recognized as assets unless it is probable that future economic benefits associated with those costs will flow to the Group and those costs can be measured reliably. Borrowing costs attributable to the financing of items of property, plant and equipment, and incurred during the construction period, are capitalized as part of the acquisition cost of the item. Government grants relating to property, plant and equipment are recognized as income evenly over the expected useful life of the related asset.

The straight-line depreciation is based on the following useful lives of the asset:

​

​	​	​
Buildings and leasehold improvements	​ ​ ​	15 to 41 years
Technical equipment and machinery		3 to 15 years
Office furniture and equipment		3 to 10 years

​

The costs included in property, plant and equipment related to assets under construction are not depreciated until the assets are placed into service by the Group. Upon sale or retirement, the costs and the related accumulated depreciation are removed from the respective accounts and any gain or loss is included in other operating income and expenses. F-37

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Evotec Group

Notes to consolidated financial statements for the financial year 2025

Leases

The Group leases various offices, laboratories equipment and cars. The Group determines whether an arrangement constitutes or contains a lease at inception, which is based on the substance of the arrangement. The arrangement constitutes or contains a lease if fulfillment is dependent on the use of a specific asset and the arrangement conveys a right to use the asset, even if that asset is not explicitly specified in the arrangement.

Leases are recognized as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by the Group.

The right-of use asset is depreciated over the shorter of the asset’s useful life or the lease term on a straight-line basis.

Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments:

●	fixed payments (including in-substance fixed payments) less any lease incentives receivable;
●	variable lease payments that are based on an index or a rate;
---	---
●	amounts expected to be payable by the lessee under residual value guarantees;
---	---
●	the exercise price of a purchase option if the lessee is reasonably certain to exercise that option;
---	---
●	payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option.
---	---

Variable lease payments that do not depend on an index or a rate are recognized as expenses in the period in which the event or condition that triggers the payment occurs.

The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be determined, the Group´s incremental borrowing rate at the lease commencement date is used, which is based on an assessment of interest rates, the Group would have to pay to borrow funds in the relevant country, including the consideration of factors such as the nature of the asset, its location, as well as the duration of the lease.

After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made.

In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the in-substance fixed lease payments or a change in the assessment to purchase the underlying asset.

Right-of-use assets are measured at cost comprising the following:

●	the amount of the initial measurement of lease liability;
●	any lease payments made at or before the commencement date less any lease incentives received;
---	---
●	any initial direct costs;
---	---
●	restoration costs.
---	---

The right-of-use assets are subsequently accounted for using principles for property, plant and equipment. F-38

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Evotec Group

Notes to consolidated financial statements for the financial year 2025

Payments associated with short-term leases and leases of low-value assets are recognized on a straight-line basis as an expense in the income statement. The Group defines short-term leases as leases with a lease term of 12 months or less. Low-value assets comprise IT-equipment and small items of office furniture considered to be of low value (i.e., less than € 5,000).

The Group determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised. The Group applies judgment in evaluating whether it is reasonably certain to exercise the option to renew. That is, it considers all relevant factors that create an economic incentive for it to exercise the renewal.

-Property Plant and Equipment-

The development of property, plant and equipment as well as the development of the right-of-use assets in 2025 and 2024 are shown in the following tables:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Buildings and leasehold			​	Plant, machinery			​	Furniture			​	Assets **** under	​	​	​	​
​	​ ​ ​	improvements			​ ​ ​	and equipment			​ ​ ​	​and **** fixtures			​ ​ ​	construction	​	Total
in k€	​ ​ ​	Owned	​ ​ ​	Right-of-Use	​ ​ ​	Owned	​ ​ ​	Right-of-Use	​ ​ ​	Owned	​ ​ ​	Right-of-Use	​ ​ ​	Owned	​ ​ ​	Owned	​ ​ ​	Right-of-Use
Cost	​	323,066	​	222,624	​	408,025	​	4,304	​	89,484	​	1,833	​	252,254	​	1,072,830	​	228,761
Accumulated depreciation and impairment		82,011	​	87,464	​	237,591	​	3,098	​	66,790		700		—	​	386,392	​	91,262
January 1, 2025		241,056	​	135,160	​	170,434	​	1,206	​	22,694	****	1,133	****	252,254	​	686,438	​	137,499
Recognition of right-of-use asset		—	​	38,642	​	—	​	11,649	​	—		444		—	​	—	​	50,735
Capital expenditure/Additions		7,044	​	—	​	15,690	​	—	​	4,173		—		37,129	​	64,036	​	—
Disposals		67	​	19	​	720	​	—	​	26		9		(74)	​	739	​	28
Divestment of affiliated companies	​	2,822	​	—	​	14,764	​	—	​	3,137	​	—	​	237,583	​	258,305	​	—
Depreciation	****	18,741	​	17,803	​	39,924	​	1,368	​	11,652		511		—	​	70,317	​	19,681
Impairment		—	​	797	​	—	​	—	​	—		—		—	​	—	​	797
Reclassification		4,797	​	—	​	14,343	​	(121)	​	4,075		—		(23,094)	​	121	​	(121)
Translation differences and other		(12,611)	​	(12,777)	​	(5,092)	​	27	​	(606)		(3)		(3,151)	​	(21,460)	​	(12,754)
Total		218,656	​	142,406	​	139,967	​	11,393	​	15,521	****	1,054	****	25,630	​	399,774	​	154,852
Cost		313,881	​	236,547	​	391,263	​	15,314	​	89,479		2,055		25,630	​	820,252	​	253,917
Accumulated depreciation and impairment		95,225	​	94,142	​	251,296	​	3,922	​	73,958		1,001		—	​	420,478	​	99,065
December 31, 2025	****	218,656	​	142,406	​	139,967	​	11,393	​	15,521	****	1,054	****	25,630	​	399,774	​	154,852

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Buildings and leasehold			​	Plant, machinery and			​	Furniture			​	Assets under	​	​	​	​
​	​ ​ ​	improvements			​ ​ ​	equipment			​ ​ ​	​and **** fixtures			​ ​ ​	construction	​ ​ ​	Total
in k€	​ ​ ​	Owned	​ ​ ​	Right-of-Use	​ ​ ​	Owned	​ ​ ​	Right-of-Use	​ ​ ​	Owned	​ ​ ​	Right-of-Use	​ ​ ​	Owned	​ ​ ​	Owned	​ ​ ​	Right-of-Use
Cost	​	274,335	​	249,853	​	339,277	​	4,251	​	61,763	​	1,749	​	225,645	​	901,020	​	255,853
Accumulated depreciation and impairment	​	59,365	​	75,390	​	170,713	​	2,686	​	41,397		760		—	​	271,474	​	78,836
January 1, 2024	​	214,971	​	174,463	​	168,565	​	1,565	​	20,365	****	989	****	225,645	​	629,546	​	177,017
Recognition of right-of-use asset		—	​	5,518	​	—	​	1,096	​	—		626		—	​	—	​	7,241
Capital expenditure/Additions		30,615	​	—	​	18,549	​	—	​	5,579		—		71,242	​	125,985	​	—
Disposals		883	​	21,967	​	190	​	—	​	80		36		623	​	1,777	​	22,003
Depreciation	****	20,032	​	20,379	​	41,017	​	709	​	12,555		443		—	​	73,604	​	21,530
Impairment		1,199	​	7,897	​	676	​	66	​	43		7		2,308	​	4,226	​	7,969
Reclassification		11,402	​	25	​	22,038	​	(688)	​	9,109		—		(44,152)	​	(1,603)	​	(663)
Translation differences and other		6,182	​	5,396	​	3,164	​	8	​	319		4		2,451	​	12,116	​	5,407
Total	****	241,056	​	135,160	​	170,434	​	1,206	​	22,694	****	1,133	****	252,254	​	686,438	​	137,499
Cost		323,066	​	222,624	​	408,025	​	4,304	​	89,484		1,833		252,254	​	1,072,830	​	228,761
Accumulated depreciation and impairment	​	82,011	​	87,464	​	237,591	​	3,098	​	66,790		700		—	​	386,392	​	91,262
December 31, 2024	****	241,056	​	135,160	​	170,434	​	1,206	​	22,694	****	1,133	****	252,254	​	686,438	​	137,499

​

The net decrease in the net book value of owned property, plant, and equipment of € 286,664k (December 31, 2024: increase of € 56,892k) is predominantly attributed to the disposal of our J.POD facility in Toulouse, France, as part of the completed transaction to dispose of Just EU (refer to Note (3) “Significant Transactions” for further details). With relation to the construction of the J.POD facility, the Group capitalized € 1,637k (2024: €2,624k) of borrowing costs using a capitalization rate of 1.42% (2024: 1.42%).

The increase in the net book value of right-of-use assets (€ 17,353k) is mainly attributable to a lease contract for a laboratory building at our headquarter in Hamburg. F-39

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Evotec Group

Notes to consolidated financial statements for the financial year 2025

As of December 31, 2025, a leased building with a carrying amount of € 37,586k was partially not used, but the Group plans to operate it and evaluates various options for its further utilization.

(10) Intangible assets and Goodwill

-Accounting principles-

Goodwill

The Group measures goodwill at the acquisition date as being the excess of:

●	Aggregate of the fair value of the consideration transferred and any recognized amount for non-controlling interests and any previous interest held, and
●	the net identifiable assets acquired and liabilities assumed.
---	---

If a preceding analysis of a purchase price allocation (PPA) results in the cost of acquisition being less than the fair value of the net assets of the subsidiary acquired, the difference is recognized directly in the Consolidated Income Statement (bargain purchase or negative goodwill).

Intangible Assets

Intangible assets with definite useful lives are recorded at cost and amortized using the straight-line method over the estimated useful lives of the assets.

Intangible assets other than goodwill with finite useful lives are tested for impairment whenever there is an indication that the asset may be impaired. If the recoverable amount of the asset is less than the carrying amount, an impairment loss is recognized. If the reason for a previously recognized impairment loss no longer exists, the impairment loss is reversed and the carrying amount of the asset is increased to its amortized cost.

Amortization of other intangible assets is recognized in the income statement within the relevant classification of expense by function.

Impairment losses are recognized separately in the Group´s income statement. The useful lives are as follows:

​

​	​	​
Trademarks	​ ​ ​	2 to 10 years
Internally developed technologies		3 to 10 years
Acquired technologies	​	3 to 5 years
Patents & licenses		5 to 15 years
Customer Lists		5 to 8 years

​

Internally generated Development expenditures (IP R&D)

​

Internally generated development expenses are recognized as an intangible asset if and only if all the following criteria can be demonstrated:

●	technical feasibility of completing the project
●	the Group´s intention to complete the project
---	---
●	the Group´s ability to use the project
---	---
●	the probability that the project will generate future economic benefits
---	---

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Evotec Group

Notes to consolidated financial statements for the financial year 2025

●	the availability of adequate technical, financial and other resources to complete the project
●	the ability to measure the development expenditure reliably
---	---

Due to the risks and uncertainties relating to regulatory approval and to the R&D process for pharmaceutical products, the six criteria for capitalization are usually considered not to have been met until the product has obtained marketing approval from the regulatory authorities. Consequently, internally generated development expenses arising before marketing approval has been obtained, mainly the cost of clinical trials, are generally expensed as incurred within R&D expenses.

Internally generated Development expenditures (other than IP R&D)

Capitalized development expenditures are stated at cost less accumulated amortization and impairment losses. Internally generated development expenses are recognized as an intangible asset if the criteria listed under “Internally generated Research and Development (IP R&D)” are met. They are amortized on a straight-line basis over the estimated useful lives of the intangible assets.

Separately acquired Research and Development (IP R&D)

Payments for separately acquired R&D are capitalized within other intangible assets provided that they meet the definition of an intangible asset:

●	expected to provide future economic benefits for the Evotec,
●	a resource that is controlled by Evotec and,
---	---
●	identifiable (i.e., it is either separable or arises from contractual or legal rights).
---	---

The Group believes that the first condition for capitalization (the probability that the expected future economic benefits from the asset will flow to the entity) is considered to be satisfied for separately acquired R&D. Consequently, upfront and milestone payments to third parties related to pharmaceutical products for which marketing approval has not yet been obtained are recognized as intangible assets, and amortized on a straight-line basis over their useful lives beginning when marketing approval is obtained.

Payments under R&D arrangements relating to access to technology or to databases, and payments made to purchase generics dossiers, are also capitalized, and amortized over the useful life of the intangible asset. Subcontracting arrangements, payments for R&D services, and continuous payments under R&D collaborations which are unrelated to the outcome of that collaboration, are expensed over the service term.

Other intangible assets not acquired in a business combination

Licenses other than those related to pharmaceutical products and research projects, in particular software licenses, are capitalized at acquisition cost, including any directly attributable cost of preparing the software for its intended use. Software licenses are amortized on a straight-line basis over their useful lives.

Internally generated costs incurred to develop or upgrade technologies are capitalized if IAS 38 recognition criteria are satisfied, and amortized on a straight-line basis over the useful life of the software from the date on which the technology is ready for use.

Other intangible assets acquired in a business combination

Other intangible assets acquired in a business combination (R&D, technologies and technologies platforms, licenses and patents etc.) that are reliably measurable are identified separately from goodwill, measured at fair value, and capitalized within other intangible assets at the acquisition date and subsequently amortized over their useful lives. F-41

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Evotec Group

Notes to consolidated financial statements for the financial year 2025

Impairment

Goodwill

Goodwill is not amortized but is tested for impairment annually and whenever impairment indicators are identified. Internal or external sources of information are considered indicators that an asset or a Cash Generating Unit (CGU) or groups of CGUs may be impaired. An impairment loss is recognized in the Consolidated Income Statement whenever and to the extent that the carrying amount of a cash generating unit exceeds the unit’s recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and its value in use.

Intangible Assets

Intangible assets that are subject to amortization are reviewed for impairment whenever triggering events or changes in circumstances indicate that the carrying value may not be recoverable. Additionally, intangible assets with an indefinite useful life and intangible assets that are not yet available for use (such as R&D projects) are tested annually for impairment.

-Goodwill-

Balances and movement of Goodwill in 2025 and 2024 are shown below:

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	2025
​	​	​	​	​	​	​	​	​	​	Translation	​	​
in k€	​ ​ ​	At January 1	​ ​ ​	Acquisition	​ ​ ​	Disposals	​ ​ ​	Impairment	​ ​ ​	and other	​ ​ ​	At December 31
D&PD	​	249,230	​	—	​	—	​	—	​	(5,882)	​	243,348
JEB	​	33,624	​	—	​	(715)	​	—	​	(3,892)	​	29,017
Total	****	282,854	​	—	​	(715)	****	—	****	(9,774)	****	272,365

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	2024
​	​	​	​	​	​	​	​	​	​	Translation	​	​
in k€	​ ​ ​	At January 1	​ ​ ​	Acquisition	​ ​ ​	Disposals	​ ​ ​	Impairment	​ ​ ​	and other	​ ​ ​	At December 31
D&PD	​	244,022	​	—	​	—	​	—	​	5,208	​	249,230
JEB	​	31,613	​	—	​	—	​	—	​	2,011	​	33,624
Total	****	275,635	​	—	​	—	****	—	****	7,220	****	282,854

​

In 2025, the Management Board made the decision to rename the segment previously known as “Shared R&D” to “Discovery & Preclinical Development” (D&PD) to better reflect Evotec’s strategic focus (see also note 4).

The disposal of Goodwill within the JEB segment relates to the disposal of Just EU (see also note (3)).

The Group has tested the (groups of) cash-generating units for impairment on the annual designated test date in the fourth quarter 2025 based on the net book values as of September 30, 2025. Cash-generating units are consistent with our reportable segments (see also note 4). The impairment tests are performed by determining the recoverable amount based on discounted cash flows.

​ F-42

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Evotec Group

Notes to consolidated financial statements for the financial year 2025

The impairment tests for both (groups of) cash-generating units are based on the fair-value less costs to sell methodology in line with 2024. The assessment reflects a Level 3 approach according to the fair value hierarchy as defined in note 16.

The estimated future cash flows for both (groups of) cash-generating units are based on the 2026 budget, followed by a 9-year strategic plan, including a 5 year simplified transition period and then extrapolated using a sustainable growth rate. In 2024, the estimated future cash flows for JEB were based on the 2025 budget, followed by a 20-year strategic plan and then extrapolated using a sustainable growth rate. The adjustment of the planning horizon is the result of a) the adjusted strategy for the JEB business, including a more “asset-light” approach no longer including the expansion of physical capacity via Evotec-owned J.PODs and b) more planning certainty resulting from the sale of the Toulouse facility to Sandoz due to clearly defined contractual terms and associated expected cash flows.

The resulting 10-year planning horizon consistently for both (groups of) cash generating units is required to capture the long-term nature of Evotec’s business model and the fast-growing ramp-up nature of JEB. Due to the uncertainty inherent to the business and ongoing transformation efforts, the impairment tests for both (groups of) CGUs were performed by applying a scenario analysis with several different possible outcomes. No impairment was identified in either of these scenarios.

Management has identified the cash flow schedule, the terminal value growth rate, and the discount rate as key assumptions to which the recoverable amount is most sensitive.

Management has determined the values for the key assumptions as follows:

Cash flow

The cash flow plan is based on past experience and management’s expectations for the future, taking into account specific expectations regarding revenue and cost allocation, growth rates, gross margins, EBITDA margins and investments.

Long term growth rate

The terminal value growth rate is based on the current estimates of long-term inflation in the regions relevant to the Group’s operations.

Discount rate

The discount rates of the cash-generating units correspond to their weighted average cost of capital before tax, based on capital market data of a peer group.

The following tables show the relevant pre-tax discount rate as well as the growth rates used to determine the terminal value in the respective discounted cash flow models in 2025 and 2024.

​

​	​	​	​	​
​	****	2025		​
​	​ ​ ​	D&PD	JEB	​
Denominated in		/	USD	​
Pre-tax discount rate		10.11	12.62	%
Sustainable growth rate		2	2	%

All values are in Euros.

​

​	​	​	​	​
​	​	2024		​
​	​	D&PD	JEB	​
Denominated in	​ ​ ​	/	USD	​
Pre-tax discount rate		12.26	13.53	%
Sustainable growth rate		2	2	%

All values are in Euros.

​ F-43

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Evotec Group

Notes to consolidated financial statements for the financial year 2025

In addition to the scenario - based approach, a sensitivity analysis was performed for both (groups of) cash-generating units with regard to reasonable changes in the key assumptions used for 2025. The analysis was based on a 10% decrease in future cash flows, a one percentage point increase in the discount rate or a decrease by one percentage point in the terminal sustainable growth rate. Management concluded that in the event of these changes in key assumptions, no impairment would be recorded for any of the cash- generating units. The Group monitors climate-related risks, including physical risks and transition risks, when measuring the recoverable amount. The Group has concluded that no climate-related assumption is a key assumption for the 2025 impairment test of goodwill.

In 2025 and 2024, the Company did not recognize any impairment losses as a result of the annual impairment tests.

-Intangible Assets-

​

The development of intangible assets in 2025 and 2024 is shown in the following tables.

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	2025
​	​	Patents and	​	Developed Technologies			​	Customer	​	​	​	​
in k€	​ ​ ​	Licenses	​ ​ ​	Internally generated	​ ​ ​	Acquired	​ ​ ​	relationships	​ ​ ​	Trademarks	​ ​ ​	Total
Acquisition and manufacturing cost	​	​	​	​	​	​	​	​	​	​	​	​
Amount beginning of the year	​	11,397	​	21,819	​	103,083	​	70,615	​	6,539	​	213,452
Foreign currency translation		(29)	​	(1,085)	​	(3,789)	​	(2,616)	​	—	​	(7,520)
Additions		2,317	​	7,920	​	6,716	​	—	​	—	​	16,953
Disposals		(5,123)	​	(5)	​	(96,342)	​	(23,211)	​	—	​	(124,681)
Divestment of affiliated companies	​	—	​	(1,125)	​	—	​	—	​	—	​	(1,125)
Reclassification	​	476	​	(476)	​	—	​	—	​	—	​	—
Amount end of the year	****	9,038	​	27,046	​	9,670	​	44,788	​	6,539	​	97,080
Depreciation, amortization and impairments		​	​	​	​	​	​	​	​	​	​	​
Amount beginning of the year		10,464	​	1,988	​	101,436	​	67,168	​	5,957	​	187,013
Foreign currency translation		—	​	—	​	(3,669)	​	(2,635)	​	—	​	(6,305)
Additions		765	​	2,869	​	2,155	​	3,466	​	222	​	9,477
Impairment	​	—	​	—	​	—	​	—	​	—	​	—
Disposals		(5,123)	​	—	​	(96,342)	​	(23,211)	​	—	​	(124,676)
Divestment of affiliated companies	​	—	​	—	​	—	​	—	​	—	​	—
Reclassification	​	473	​	(473)	​	—	​	—	​	—	​	—
Amount end of the year	****	6,579	​	4,385	​	3,579	​	44,788	​	6,179	​	65,509
Net book value		​	​	​	​	​	​	​	​	​	​	​
Amount beginning of the year		934	​	19,831	​	1,647	​	3,447	​	582	​	26,440
Amount end of the year	****	2,459	​	22,661	​	6,090	​	—	​	360	​	31,571

​ F-44

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Evotec Group

Notes to consolidated financial statements for the financial year 2025

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	2024
​	​	Patents and	​	Developed Technologies			​ ​ ​	Customer	​ ​ ​	​	​ ​ ​	​
in k€	​ ​ ​	Licenses	​ ​ ​	Internally generated	​ ​ ​	Acquired	​ ​ ​	relationships	​ ​ ​	Trademarks	​ ​ ​	Total
Acquisition and manufacturing cost	​	​	​	​	​	​	​	​	​	​	​	​
Amount beginning of the year		11,166	​	6,562	​	98,772	​	68,762	​	6,539	​	191,800
Foreign currency translation		(1)	​	488	​	2,279	​	1,853	​	—	​	4,619
Additions		—	​	14,769	​	—	​	—	​	—	​	14,769
Disposals		(2)	​	—	​	—	​	—	​	—	​	(2)
Reclassification	​	234	​	—	​	2,032	​	—	​	—	​	2,266
Amount end of the year	****	11,397	​	21,819	​	103,083	​	70,615	​	6,539	​	213,452
Depreciation, amortization and impairments		​	​	​	​	​	​	​	​	​	​	​
Amount beginning of the year		10,304	​	1,988	​	98,502	​	59,819	​	5,735	​	176,348
Foreign currency translation		1	​	—	​	2,416	​	1,767	​	—	​	4,184
Additions		161	​	—	​	518	​	5,582	​	222	​	6,484
Impairment	​	—	​	—	​	—	​	—	​	—	​	—
Disposals		(2)	​	—	​	—	​	—	​	—	​	(2)
Reclassification	​	—	​	—	​	—	​	—	​	—	​	—
Amount end of the year	****	10,464	​	1,988	​	101,436	​	67,168	​	5,957	​	187,013
Net book value		​	​	​	​	​	​	​	​	​	​	​
Amount beginning of the year		861	​	4,574	​	270	​	8,943	​	804	​	15,453
Amount end of the year	****	934	​	19,831	​	1,647	​	3,447	​	582	​	26,440

​

Intangible assets excluding goodwill increased by € 5,131k from € 26,440k at December 31, 2024 to € 31,571k at December 31, 2025. The increase is mainly due to additions within developed technologies amounting to € 14,636k (2024: € 14,769k). Disposals of € 124,681k in 2025 relate to fully amortized and no longer in use intangible assets. As of December 31, 2025, the net book value of PanHunter, Evotec’s integrated data analytics platform, is € 3,084k (December 31, 2024: € 1,390k) and the net book value of E.MPD, Evotec’s molecular Patient Databases is € 3,268k (December 31, 2024: € 1,877k). The amortization of Evotec´s customer relationships of € 3,466k predominantly relates to Aptuit.

(11) Financial instruments

-Accounting principles-

Non-derivative financial assets

Non-derivative financial assets comprise cash and cash equivalents, receivables and other financial assets including derivatives.

Recognition and initial measurement:

Non-derivative financial assets are recognized when the Group becomes a party to the contractual provisions of the instrument.

Purchases and sales of non-derivative financial assets in the normal course of business are accounted for at the trade date.

Dividend and interest income are recognized when earned. Gains or losses, if any, are recorded in other financial income and other financial expense.

Non-derivative financial assets are derecognized when the rights to receive cash flows from the asset have expired or the Group has transferred its rights to receive cash flows from the asset. At initial recognition, the Group measures non-derivative financial assets at their fair value, plus, in the case of a financial asset not measured at fair value through profit or loss (FVtPL), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVtPL are expensed in the Consolidated Income Statement. F-45

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Evotec Group

Notes to consolidated financial statements for the financial year 2025

Classification and subsequent measurement:

The Group classifies its non-derivative financial assets in the following measurement categories:

●	those that are measured subsequently at fair value;
●	those that are measured at amortized cost.
---	---

In assessing the classification, the Group considers the business model for managing the financial assets and the contractual terms of the cash flows.

For assets measured at fair value, gains and losses will be recorded in either the Consolidated Income Statement (FVtPL) or in Other Comprehensive Income (FVtOCI).

For debt investments, assets are reclassified between FVtOCI, FVtPL and amortized cost only when its business model for managing those assets changes.

Offsetting of financial instruments

Financials assets and liabilities are only offset, and the net amount presented in the consolidated statement of financial position when, and only when, the Group has the legal right to offset the amounts and either to settle on a net basis or to realize the asset and settle the liability simultaneously.

Cash and cash equivalents

Cash and cash equivalents include cash balances, certain money market funds and short-term highly liquid investments with an original maturity of three months or less that are readily convertible into known amounts of cash.

Other financial assets

Other financial assets include convertible loans, derivatives and deposits.

Debt instruments

Debt instruments include those subsequently carried at amortized cost, those carried at FVtPL or those carried at FVtOCI.

Classification depends on the Group’s business model for managing the asset and the cash flow characteristics of the asset.

Debt instruments that are held for collection of contractual cash flows, where those cash flows represent solely payments of principal and interest, are measured at amortized cost and are subject to impairment. Interest income from these financial assets is included in Finance income using the effective interest rate method.

Debt instruments that are held for collection of contractual cash flows and for selling the financial assets, where the assets’ cash flows represent solely payments of principal and interest, are measured at FVtOCI and subject to impairment.

Movements in the carrying amounts are taken through OCI, except for the recognition of impairment gains or losses, interest revenue and foreign exchange gains and losses, which are recognized in the Consolidated Income Statement. F-46

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Evotec Group

Notes to consolidated financial statements for the financial year 2025

When the financial asset is derecognized, the cumulative gain or loss previously recognized in OCI is reclassified from equity to the Consolidated Income Statement. Interest income from these financial assets is included in financial income using the effective interest rate method. Debt instruments that do not meet the criteria for amortized cost or FVtOCI are measured at FVtPL. A gain or loss on a debt investment that is subsequently measured at FVtPL is recognized in the Consolidated Income Statement in the period in which it arises.

Other Equity investments where the Group does not possess control or significant influence

For those equity investments over which the Group has neither control nor significant influence and which are therefore measured in accordance with IFRS 9, classification will depend on whether the Group has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income (FVtOCI).

For those equity investments over which the Group has neither control, joint control nor significant influence and which are therefore measured in accordance with IFRS 9, both FVtOCI and FVtPL, the Group follows the following hierarchy determined by the unique nature of the investments. Observable market prices are the primary method when available. When these are not available but there has been an external financing round or a capital transaction with a new investor of the equity investment in which the Group did not participate, this would be taken into account.

In the absence of such an event, the Group assesses qualitative factors, such as scientific progress, as well as an analysis of the cash position of the investment. In case of promising scientific development, the acquisition costs are considered to be the best estimate of the fair value. Should the investment be a possible going concern risk with no further positive qualitative factors, the Group uses Net Asset Value as a proxy for the fair value of the investment.

The investments in early-stage companies are mainly of a strategic nature and are made for the purpose of promoting new business models and, in particular, the development of products and/or technology platforms in pharmaceutical research.

Where the Group has elected to present fair value gains and losses on equity investments in OCI, there is no subsequent reclassification of fair value gains and losses to the Consolidated Income Statement following the derecognition of the investment. Dividends (if any) from such investments continue to be recognized in the Consolidated Income Statement when the Group’s right to receive payments is established.

Debt and other financial liabilities

Debt and other financial liabilities, excluding derivative financial liabilities and provisions, are initially measured at fair value and, in the case of debt and payables, net of directly attributable transaction costs. Debt and other financial liabilities are subsequently measured at amortized cost using the effective interest rate method. Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the effective interest rate.

Debt and other financial liabilities are derecognized when the obligation under the liability is discharged, cancelled or has expired.

Derivative financial instruments

All derivative financial instruments are accounted for at the trade date and classified as current or non-current assets or liabilities based on the maturity date or the early termination date.

The Group measures all derivative financial instruments at fair value that is derived from the market prices of the instruments, calculated on the basis of the present value of the estimated future cash flows based on observable interest yield curves, basis spread, credit spreads and foreign exchange rates, or derived from option pricing models, as appropriate.

Gains or losses arising from changes in fair value of derivative financial instruments are recognized in the Consolidated Income Statement. The Group does not apply hedge accounting in accordance with IFRS 9 nor IAS 39. F-47

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Evotec Group

Notes to consolidated financial statements for the financial year 2025

Impairment of financial assets

The Group recognizes an allowance for expected credit losses (ECLs) for trade receivables. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive.

For all trade receivables and contract assets, the Group applies the IFRS 9 simplified approach to measuring ECLs.

To measure the ECLs on trade receivables and contract assets, the Group takes into account credit-risk concentration, collective debt risk based on average historical losses as well as days past due.

The Group also may factor in specific circumstances such as serious adverse economic conditions in a specific country or region, and other forward-looking information.

The Group may also apply individual credit losses on identified trade account receivables or contract assets depending on individual circumstances.

Other financial income and expense

Financial income comprises interest income on funds invested (including financial assets), dividend income, net gains on the disposal of financial assets, net fair value gains on financial assets at FVtPL, net gains on the remeasurement to fair value of any pre-existing interest in an acquiree, and net gains on foreign exchange impacts that are recognized in the Consolidated Income Statement.

Other financial income is recognized on an accrual basis in the Consolidated Income Statement, using the effective interest method. Dividend income is recognized in the Consolidated Income Statement on the date that the Group’s right to receive payment is established, which in the case of quoted securities is normally the ex-dividend date.

Other financial expenses comprise interest expenses on borrowings, unwinding of the discount on provisions and contingent consideration, losses on disposal of financial assets, net fair value losses on financial assets at FVtPL, impairment losses recognized on financial assets (other than trade receivables), net interest expenses related to defined-benefit plans, interest on lease liabilities and net losses on foreign exchange impacts that are recognized in the Consolidated Income Statement.

Evotec’s interest expenses relate primarily to financial liabilities measured at amortized cost.

- Other financial income and expense -

In 2025, other financial income of € 4,424k (2024: € 2,435k; 2023: € 9,263k) relates to interest income arising from financial assets using the effective interest method. In 2025, other financial expense of € (14,442)k (2024: € (11,699)k; 2023: € (11,739)k) relates to interest expense from financial liabilities not measured at FVtPL.

​

-Cash and cash equivalents and short-term investments-

The balances of cash and cash equivalents as of December 31, 2025 and December 31, 2024 are as follows:

​

​	​	​	​	​
in k€	​ ​ ​	2025	​ ​ ​	2024
Cash at banks and on hand		184,461		302,825
Short-term deposits		75,000		—
Money market funds		159,056		3,562
Total	****	418,517	****	306,387

​

Money market funds and short-term deposits are measured at FVtOCI. As of December 31, 2025, € 16,731k of the cash balances with credit institutions are restricted (December 31, 2024: € 12,931k). This amount includes grants for specific projects and rent deposits. F-48

Table of Contents

Evotec Group

Notes to consolidated financial statements for the financial year 2025

The balance of short-term investments is € 57,873k as of December 31, 2025 (December 31, 2024: € 90,413k). Short-term investments include restricted term deposits of € 16,861k as of December 31, 2025 (December 31, 2024: € 20,483k), serving as security for several bank loans (see ‘Loan Liabilities’ below). Short-term investments also include corporate bonds in the amount of € 41,012k as of December 31, 2025 (December 31, 2024: € 69,930k). Restricted short-term investments are measured at amortized cost and corporate bonds are measured at FVtOCI.

In 2025, losses on cash equivalents previously recognized in OCI were reversed and recorded in P&L amount to € (276)k. No gains and losses were recorded in 2024. In 2025 no gain and losses on short-term investments previously recognized in OCI were reversed and recorded in P&L. In 2024, a gain of € 9,052k and a loss of € (1,771)k were reversed from OCI and recorded in P&L.

As of December 31, 2025, gains on cash equivalents recorded in OCI amount to € 94k, while no gains were recorded as of 31 December 2024. There have been no losses on cash equivalents recorded in OCI as of December 31, 2025 (December 31, 2024: € (1,257)k).

As of December 31, 2025, gains on short-term investments recorded in OCI amount to € 1,813k (31 December 2024: € 3,405k). There have been no losses on short-term investments recorded in OCI as of December 31, 2025 and December 31, 2024.

-Other current financial assets-

Other current financial assets (December 31 2025: € 20,217k; December 31 2024: € 4,290k) mainly include derivatives, interest receivables, financial deposits and other financial assets. The increase compared to the previous year is predominantly related to a receivable for an additional purchase price payment of € 12,161k as of December 31, 2025 arising from the sale of Just EU.

-Other long term investments-

The development of investments measured at fair value in accordance with IFRS 9 is shown below:

​

​	​	​	​	​
in k€	​ ​ ​	2025	​ ​ ​	2024
Balance at January 1		34,370	**** ​	135,593
Additions		10,893	​	7,532
Reclassified as Held for Sale	​	(3,830)	​	—
Disposals	​	(1,918)	​	(69,370)
Fair value adjustments recognized in profit or loss	​	4,269	​	(34,310)
Adjustments to fair value, recognized in OCI	​	(1,144)	​	(5,075)
Balance at December 31	****	42,640	**** ​	34,370

​

The four biggest additions were related to Tubulis (2025: € 3,634k; 2024: € 1,116k), Aurobac Therapeutics (2025: € 2,500k; 2024: €—k), Mission BioCapital V LP (2025: € 1,802k; 2024: € 1,390k) and Curie Bio Seed Fund I LP (2025: € 1,287k; 2024: € 2,214k). While Evotec has only participated in financing rounds for already existing investments, the investment in Aeovian Pharmaceuticals Inc. was reclassified as Held for Sale (€ 3,830k) in Q3 2025 following receipt of the Letter of Intent and management’s assessment that the sale is highly probable. The disposal of € 1,918k in 2025 relates to a return of capital in the form of a dividend from one of our long-term investments. The disposal of € 69,370k in 2024 relates to the sale of Recursion Pharmaceuticals Inc. (formerly known as Exscientia).

Evotec periodically assesses the fair value of its investments and takes into account quantitative and qualitative information. The three biggest fair value adjustments are related to Aeovian Pharmaceuticals (2025: € 3,500k; 2024: € (3,866)k), Tubulis (2025: € 1,597k; 2024: € 4,314k), offset by the decrease in Curie Bio Seed Fund I LP (2025: € (1,140)k; 2024: € 1,518k).

The loss of € (1,144)k (2024: € (5,075)k) in adjustments to fair value, recognized in other comprehensive income is related to Evotec’s investment in Sernova Corp. F-49

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Evotec Group

Notes to consolidated financial statements for the financial year 2025

-Loan Liabilities-

Throughout the years 2025 and 2024, the Group met all covenants. All loans are unsecured, with the exception of loans in the amount € 16,861k, secured against short-term investments in the same amount.

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	December 31,
​	​	​	​	​	​	​	2025	​	2025	​	2024	​	2024
​	​	​	Nominal interest	​	Maturity	​	Fair	​	Carrying	​	Fair	​	Carrying
Country of lender	​	Currency	Rate	​	until	​	Value	​	amount	​	Value	​	amount
​	​ ​ ​	​	​	​ ​ ​	​	​ ​ ​	k€	​ ​ ​	k€	​ ​ ​	k€	​ ​ ​	k€
Germany			fixed interest rate of 0.80% to 2.00%		2026-2032		178,535	​	202,544	​	159,691	​	186,345
Germany			variable interest rate of 1.1% + 6M Euribor		2026		14,171	​	14,500	​	14,095	​	14,490
Germany			1.60%		2026-2027		40,855	​	42,193	​	54,195	​	58,608
Germany	​		1.20%	​	2029	​	3,304	​	3,495	​	4,243	​	4,571
Germany	​		1.40%	​	2031	​	12,399	​	13,366	​	14,442	​	15,912
Italy	​		1.30%	​	2026	​	114	​	117	​	236	​	243
Italy			variable interest rate of 4.50 %		2027		190	​	188	​	315	​	314
France			fixed interest rate of 0.00% to 0.55%		2026-2029		—	​	—	​	6,029	​	7,075
​	​	​	​	​	​	****	249,568	​	276,403	**** ​	253,245	​	287,556

All values are in Euros.

​

Current loan liabilities as of December 31, 2025 include interest liabilities of € 1,224k (December 31, 2024: € 1,169k). As of December 31, 2025, the Group has no outstanding undrawn line of credit (December 31, 2024: € 75,086k).

In June 2025, Evotec terminated € 250 million senior secured revolving credit facility, which was originally signed in 2024. Following changes in Evotec’s financial profile, the facility was no longer aligned with the company’s evolving funding strategy.

See “(15) Financial Risk Management” for a maturity analysis of loan liabilities.

-Leases-

The Group has lease contracts for various items of real estate, vehicles and other equipment used in its operations. The Group has multiple extension and termination options in a number of lease contracts. These are used to maximize operational flexibility in terms of managing the assets used in the Group’s operations. The options considered reasonably certain are part of lease liabilities. However, the options not considered reasonably certain are not part of lease liability, which exposes the Group to potential future cash outflows. Future cash outflows for leases that have not yet begun are set out in the explanation “(19) Commitments and contingencies”. In addition, the Group is not committed to leases not yet commenced. The Group’s lease contracts do not contain any financial covenants.

Set out below are the carrying amounts of the lease liabilities, which are due as follows:

​

​	​	​	​	​
in k€	​ ​ ​	2025	​ ​ ​	2024
Current portion of lease obligations	​	22,182	​	19,563
Long-term lease obligations	​	149,104	​	132,301
​		171,286	**** ​	151,863

​

Lease liabilities are classified within Current financial liabilities and Non-current financial liabilities on the Consolidated statement of financial position. The Group’s cash outflows for leases amounted to € 23,639k in 2025 (2024: € 24,124k; 2023: € 22,446k). F-50

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Evotec Group

Notes to consolidated financial statements for the financial year 2025

The following amounts are recognized in profit or loss:

​

​	​	​	​	​	​	​
in k€	​ ​ ​	2025	​ ​ ​	2024	​ ​ ​	2023
Depreciation expense of right-of-use assets		19,681	​	21,530	​	21,075
Interest expense on lease liability		4,623	​	4,727	​	5,831
Income from subleases	​	229	​	—	​	—
Expense relating to short-term leases		1,109	​	283	​	236
Expense for leases on an asset of low value		70	​	57	​	62
Total amount recognized in profit or loss	****	25,254	​	26,597	**** ​	27,205

​

-Reconciliation of cash flow from financing activities-

The following tables show the reconciliation of cash flow from financing activities to changes in financial liabilities in 2025 and 2024.

​

​	​	​	​	​
​	​ ​ ​	Loans	​ ​ ​	Lease Obligations
​	​	in k€	​	in k€
Balance as of January 1, 2025	****	287,556	****	151,864
Proceeds from issuance of loans		43,961		—
Repayments		(49,740)		(23,639)
Interest Paid	​	(4,093)	​	—
Cash flow from financing activities	****	(9,872)	****	(23,639)
Non-cash transactions:		​		​
Disposal of finance lease obligation		—		(197)
Foreign currency translation and other		1,000		(12,596)
Divestment of affiliated companies	​	(6,700)	​	—
Interest expense	​	4,419	​	4,623
Issue of finance lease obligation		—		51,231
Balance as of December 31, 2025	****	276,403	​	171,286

​

​	​	​	​	​
​	​ ​ ​	Loans	​ ​ ​	Lease Obligations
​	​	in k€	​	in k€
Balance as of January 1, 2024	****	437,058	****	189,140
Proceeds from issuance of loans		900		—
Repayments		(128,849)		(24,124)
Interest Paid	​	(5,920)	​	—
Cash flow from financing activities	****	(133,869)	****	(24,124)
Non-cash transactions:		​		​
Disposal of finance lease obligation		—		(27,604)
Foreign currency translation		—		6,027
Divestment of affiliated companies	​	—	​	(3,543)
Reclassification^(1)^	​	(21,700)	​	—
Interest expense	​	6,067	​	4,727
Issue of finance lease obligation		—		7,241
Balance as of December 31, 2024	****	287,556	****	151,864
1)	Reclassified into non-current deferred income as Evotec has met terms to qualify for loan forgiveness.
---	---

​ F-51

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Evotec Group

Notes to consolidated financial statements for the financial year 2025

-Current financial liabilities-

As of December 31, 2025, current financial liabilities amounted to € 104,720k (2024: € 50,795k) and consist of current loan liabilities of € 81,499k (2024: € 27,114k), the current portion of lease obligations of € 22,182k (2024: € 19,563k) as well as other current financial liabilities of € 1,038k (2024: € 4,118k). Other current financial liabilities includes negative fair values of forward exchange contracts.

​

(12) Investments accounted for using the equity method

-Accounting Principles-

The Group, in the course of its business, may enter into arrangements where it will exercise joint control over entities resulting in classifying these operations as joint ventures or joint operations depending on the rights and obligations arising from the contractual arrangement.

Alternatively, it may enter into arrangements where it holds 20 to 50 percent of the voting rights and exercises significant influence resulting in these companies being classified as associate companies.

Investments in associates and joint ventures are accounted for using the equity method.

The Group’s share of profit of joint ventures is classified within non-operating income (loss) as these operations do not form an integral part of the Group’s financial performance, reflecting its non-core business activities.

The Group’s share of profit (loss) of associates is classified below Operating income (loss).

Goodwill arising from an acquisition is included in the carrying amount of the investments in joint ventures and associated companies.

Equity accounting is discontinued when the carrying amount of the investment together with any long-term interest in a joint venture or in an associate reaches zero, unless the Group has either incurred or guaranteed additional obligations in respect of the joint venture or associate.

Impairment of Joint Ventures and Associates

The Group tests investments in joint ventures and associates for which it does not possess control, but has significant influence for impairment on a regular basis and when there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the net investment.

Objective evidence of impairment includes but is not limited to the net asset value being below carrying amount, absence of scientific progress, significant financial difficulties of the joint venture, associate or information about significant changes with an adverse effect that have taken place in the economic environment in which it operates and indicates that the carrying amount may not be recovered.

-Investments in associates-

Individually immaterial shares in companies accounted for using the equity method are presented in aggregate, provided that at the balance sheet date the equity book value did not exceed € 1,000k or Evotec’s share of earnings in the result (Share of profit in associate and Impairment combined) were less than € 1,000k in the company’s profit or loss. At the balance sheet date, one investment was classified as significant and five investments were classified as insignificant. Further, on December 30, 2025, the Group sold one of its associate investments, Dark Blue Therapeutics Ltd, resulting in a gain on sale and corresponding other operating income of € 12,125k.

The additions to the significant investments in 2025 are entirely related to financing rounds (capital contributions). F-52

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Evotec Group

Notes to consolidated financial statements for the financial year 2025

The following table summarizes the development of the investments in associates during year 2025:

​	​	​	​	​	​	​
​	​	Centauri	​	​	​	​
​	​	Therapeutics	​	Insignificant	​	​
in k€	​ ​ ​	Ltd	​ ​ ​	investments	​ ​ ​	Total
Balance at January 1, 2025	​	1,264	**** ​	874	**** ​	2,138
Investment	​	3,576	​	—	​	3,576
Share of profit/(loss) in associate	​	(634)	​	(451)	​	(1,085)
Impairment	​	—	​	—	​	—
Dividends earned, Divestment or Reclassification		—	​	—	​	—
Balance at December 31, 2025	****	4,206	**** ​	423	**** ​	4,629

​

The following table provides an overview of the development of the investments in 2024:

​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​ ​ ​	​	​ ​ ​	Centauri	​ ​ ​	​	​	Quantro	​	Topas	​	​	​ ​ ​	​ ​ ​
​	​	Autobahn	​	Therapeutics	​	EIR	​	Therapeutics	​	Therapeutics	​	Insignificant	​	​
in k€	​ ​ ​	Labs LLC	​ ​ ​	Ltd.	​ ​ ​	Biotherapies	​	GmbH	​ ​ ​	GmbH	​ ​ ​	investments	​ ​ ​	Total
Balance at January 1, 2024	​	—	​	2,179	**** ​	—	**** ​	892	​	—	**** ​	—	****	3,071
Investment	​	1,378	​	—	​	1,022	​	—	​	977	​	2	​	3,379
Share of profit/(loss) in associate		(1,378)	​	(916)	​	(149)	​	(892)	​	(977)	​	—	​	(4,312)
Impairment		—	​	—	​	—	​	—	​	—	​	—	​	—
Dividends earned, Divestment or Reclassification	​	—	​	—	​	—	​	—	​	—	​	—		—
Balance at December 31, 2024	​	—	​	1,264	**** ​	873	**** ​	—	​	—	**** ​	2	****	2,138

​

Further financial information on the significant investments accounted for using the equity method is presented below:

​

2025

​

​	​	​
​	​	Centauri
​	​	Therapeutics
in k€	​ ​ ​	Ltd
Current assets		14,127
Non-current assets		239
Current liabilities		233
Non-current liabilities		—
Revenues from Jan 1 to Dec 31	​	4,837
Net income (loss) Jan 1 to Dec 31		(3,915)

​

2024

​

​	​	​	​	​	​	​	​	​	​	​
​	​ ​ ​	​ ​ ​	​	​	​	​	​	​	​	​
​	​	Centauri	​	Dark Blue	​	​	​	Quantro	​	Topas
​	​	Therapeutics	​	Therapeutics	​	EIR	​	Therapeutics	​	Therapeutics
in k€	​ ​ ​	Ltd.	​	Ltd.	​	Biotherapies	​ ​ ​	GmbH	​ ​ ​	GmbH
Current assets	​	383	​	291	​	634	​	1,121	​	7,560
Non-current assets		299	​	9,047	​	1,752		549		972
Current liabilities		245	​	981	​	187		2,072		548
Non-current liabilities		—	​	—	​	2		4,325		—
Revenues from Jan 1 to Dec 31	​	1	​	—	​	—	​	1,294	​	—
Net income (loss) Jan 1 to Dec 31		(4,483)	​	(3,115)	​	(167)		(3,974)		(9,418)

​

​ F-53

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Evotec Group

Notes to consolidated financial statements for the financial year 2025

(13) Employment, Post-Employment Benefits and Share Compensation Plans

-Accounting Principles-

Short-term employee benefits

Short-term employment obligations are measured on an undiscounted basis and are expensed as the related service is provided. The Group recognizes a liability and an expense for bonuses and incentives based on a formula that takes into consideration the profit attributable to the Group´s shareholders after certain adjustments.

Defined contributions schemes

A defined-contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined-contribution pension plans are recognized as an employee benefit expense in the income statement in the periods during which services are rendered by employees. The Group´s contribution rate is employee-specific and depends on the amount of an employee’s contribution and the relevant legislation.

Defined benefits schemes and Jubilee provisions

A defined-benefit plan is a post-employment benefit plan other than a defined-contribution plan. Plans for which the Group has no legal or constructive obligation to pay further amounts, but to which it does pay non-fixed contributions, are also treated as a defined-benefit plan.

The net pension asset or liability recognized in the consolidated statement of financial position in respect of defined-benefit post-employment plans is the fair value of plan assets less the present value of the projected defined-benefit obligation at the balance sheet date.

The defined-benefit obligation is calculated annually by qualified actuaries using the projected unit credit method. Recognized assets are limited to the present value of any reductions in future contribution or any future refunds.

The net pension liability (asset) is presented as a long-term provision; no distinction is made for the short-term portion. Pension costs in respect of defined-benefit post-employment plans primarily represent the increase of the actuarial present value of the obligation for post-employment benefits based on employee service during the year and the interest on the net recognized asset or liability in respect of employee service in previous years. Remeasurements of the net defined-benefit asset or liability comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (excluding interest). The Group recognizes all remeasurements in other comprehensive income and reclassifies them later to the Group´s income statement.

The Group recognizes gains and losses on the settlement of a defined-benefit plan when the settlement occurs. The gain or loss on settlement is the difference between the present value of the defined-benefit obligation being settled, as determined on the date of settlement, and the settlement price, including any plan assets transferred and any payments made directly by the Group in connection with the settlement. Past service costs arising from the introduction of a change to the benefit payable under a plan or a significant reduction of the number of employees covered by a plan (curtailment) are recognized in full in the consolidated income statement.

The Group´s net obligation in respect of long-term employee benefits is the amount of future benefit that employees have earned in return for their service in the current and prior periods, such as jubilee entitlements. That benefit is discounted to determine its present value. Remeasurements are recognized in the consolidated income statement in the period in which they arise.

Other long term employment benefits

Other long-term employment benefits include long-service leave or sabbatical leave, medical aid, jubilee or other long-service benefits, long-term disability benefits and, if they are not expected to be settled wholly within twelve months after the year end, profit sharing, variable and deferred compensation. The measurement of these obligations differs from defined benefit plans in that all remeasurements are recognized immediately in the statement of income. F-54

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Evotec Group

Notes to consolidated financial statements for the financial year 2025

Stock Options and SPAs

The Group operates various equity-settled share-based compensation plans for which the Company applies the regulations of IFRS 2. The fair value of the granted options or shares received in exchange for the employee services is recognized as an expense over the vesting period. The total amount to be expensed is determined by reference to the fair value of the equity instruments granted. The amounts are charged to the income statement over the relevant vesting periods and adjusted to reflect actual and expected levels of vesting. The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an appropriate valuation model.

All plans are settled in shares. The grant-date fair value of equity-settled share-based payment awards granted to employees is recognized as personnel expense, with a corresponding increase in equity, over the vesting period of the award.

The cumulative expense recognized for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group’s best estimate of the number of equity instruments that will ultimately vest.

The expense or income in the consolidated income statement for a period represents the movement in cumulative expense recognized at the beginning and end of that period. Service and non-market performance conditions are not taken into account when determining the grant-date fair value of awards, but the likelihood of the conditions being met is assessed as part of the Group´s best estimate of the number of equity instruments that will ultimately vest. Market performance conditions are reflected within the grant-date fair value.

No expense is recognized for awards that do not ultimately vest because non-market performance and/or service conditions have not been met.

When an award is cancelled by the entity or by the counterparty, any remaining element of the fair value of the award is expensed immediately through profit or loss. The dilutive effect of outstanding options and shares is reflected as additional share dilution in the computation of diluted earnings per share.

-Defined contribution schemes-

The Group operates a defined contribution plan in the United Kingdom and makes additional contributions to employees’ own schemes. The pension charge for the year represents contributions payable by the Group to the fund (and to the employees’ own pension schemes) and amounted to € 3,728k in 2025 (2024: € 4,118k).

The Group operates defined contribution (401(k)) plans in the US and made contributions of € 2,213k during 2025 (2024: € 2,247k).

The Group operates defined contribution plans in Italy. Employee severance pay (TFR), governed by Article 2120 of the Italian Civil Code, represents the estimated liability payable to employees upon termination of their employment. Following legislative changes effective from January 1, 2007, for companies with more than 50 employees, the portion of severance pay accrued is classified as a defined contribution plan, as the Company’s sole obligation is to pay the related contributions to pension funds or to the National Social Security Institute (INPS). The contribution made in 2025 amounted to € 5,880k (2024: € 5,789k).

-Defined benefit schemes and jubilee provision-

Germany

The Group has a defined benefit scheme for one former member of the Management Board of Evotec SE.

This provision amounted to € 125k as of 31 December 2025 (2024: € 137k). F-55

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Evotec Group

Notes to consolidated financial statements for the financial year 2025

France

The Group runs a jubilee scheme where a lump sum payment is provided to all employees upon retirement. The amount is dependent on different factors such as years of service with the company, compensation at retirement age (between age of 63 and 65) and collective agreements. This is a legal requirement.

The Group also runs a work anniversary awards agreement. The lump sum amount is defined by the collective agreement and based on the number of years of service with the Group.

The Group operates a defined benefit plan for employees in France. The mortality tables (issued by INSEE TD/TV 2017 ‐ 2019 for 2024 and INSEE TD/TV 2018 – 2020 for 2025) were applied in the actuarial report that is used for measuring the French employee benefit obligations.

The movement in employee benefit obligations of the French entities is broken down as follows:

​

​	​	​	​	​
​	​ ​ ​	2025	​ ​ ​	2024
in k€	​	Present	​	Present
​	​	value of	​	value of
​	​ ​ ​	obligation	​ ​ ​	obligation
As of January 1	****	12,241	****	14,872
Benefit payments from the employer		(481)		(1,239)
Current service cost		1,247		1,463
Past service costs		—		—
Effect of curtailment	​	—	​	(1,762)
Operating costs, net	****	1,247	****	(299)
Interest expense (income)		383		374
Amount recognized in the Income Statement	****	1,630	****	76
Remeasurements:		​		​
(Gain)/loss from change in demographic assumptions		(115)		(989)
(Gain)/loss from change in financial assumptions		(416)		(696)
(Gain)/loss from experience		(279)		219
Thereof - Expense/(Income) recognized in the Income Statement	​	(69)	​	(244)
Thereof - Expense/(Income) recognized in Other Comprehensive Income	****	(741)	****	(1,222)
Divestment of affiliated companies	​	(418)	​	—
As of December 31	****	12,162	****	12,241

​

The following table shows the significant assumptions which have been applied in the measurement of the employee benefit obligations:

​

​	​	​	​	​	​	​	​	​	​
​	​	Discount Rate			​	Salary Increase			​
​	​ ​ ​	2025	​ ​ ​	2024	​ ​ ​	2025	​ ​ ​	2024	​
France		3.65	%	3.30	%	2.50	%	2.50	%

​

If the above parameters would increase/decrease by 0.5%, the benefit obligations would change as follows:

​

​	​	​	​	​	​	​	​	​
​	​ ​ ​	2025			​ ​ ​	2024
​	​	Increase	​	Decrease	​	Increase	​	Decrease
+ 0.5 / -0.5%	​	k€	​ ​ ​	k€	​	k€	​ ​ ​	k€
Discount rate		(531)		572	​	(559)		605
Salary increase		576		(539)	​	546		(510)

​ F-56

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Evotec Group

Notes to consolidated financial statements for the financial year 2025

The sensitivity analyses presented above have been prepared using a methodology that extrapolates the impact on the defined benefit obligation arising from reasonable changes in key assumptions at the end of the reporting period. Each sensitivity analysis considers the effect of a change in a single significant assumption, with all other assumptions held constant. Accordingly, these analyses may not be indicative of actual changes in the defined benefit obligation, as changes in assumptions are unlikely to occur independently.

The average duration of the pension plan is 9.5 years and the average duration of the long service awards is 10.9 years as of December 31, 2025 (2024 respectively 9.7 years and 11.2 years). The expected service costs for 2026 amount to € 1,055k.

Expenses for the statutory retirement obligations are explained in Note (6).

-Share Compensation Plans-

In order to continue to incentivize executives in the form of variable compensation components with long-term incentives, in June 2022, June 2020 and June 2017, the AGM approved the respective conditional capital required for the so-called Restricted Share Plan 2020 (“RSP 2020”) as well as the so-called Share Performance Plan 2022 (“SPP 2022”) and Share Performance Plan 2017 (“SPP 2017”). Under these plans, Restricted Share Awards (“RSA”) for up to 1,200,000 shares (RSP 2020) and SPA for up to 6,000,000 shares (SPP 2022) and 6,000,000 shares (SPP 2017) of Evotec SE ordinary bearer shares without par value (no-par value shares) may be issued to members of the Management Board and other executives upon maturity. Each RSA grants one subscription right to Evotec SE shares, while each SPA grants up to two subscription rights to Evotec SE shares, each of which in turn entitles the holder to subscribe for one Evotec SE share.

SPAs from SPP 2022 and SPP 2017 will be automatically exercised within 10 trading days after the end of the four-year holding period, while RSAs from RSP 2020 can be exercised at the earliest after four years and up to five years after the respective issue date. The RSAs will also be automatically exercised at the end of the five-year period if no exercise has been made. The holder must contribute €1.00 per share at the time of exercise under all plans described above.

RSAs under RSP 2020 may only be exercised if and to the extent that the performance target is achieved within each of the four consecutive calendar years. This performance target relates to the Company’s adjusted EBITDA. The performance target for each individual tranche of RSAs is set by the Supervisory Board annually at the time of issue. The Restricted Share Plan 2020 is subject to some restrictions with regard to issuance periods and allocation of awards to members of the Executive Board or selected executives. The RSP 2020 is no longer part of the new 2022 compensation system for the Executive Board and no more restricted share awards have been issued for the Executive Board since its effective date on June 22, 2022. The grant value of the Restricted Share Plan 2020 for the Executive Board has been reallocated to the short-term and long-term (“Share Performance Plan 2022”) compensation components.

SPAs from SPP 2022 and SPP 2017 can only be exercised if and to the extent that two defined equally weighted performance targets (“KPI’s”) are achieved within each of the four consecutive calendar years. These performance indicators consist of Evotec’s share price (relevant here is the XETRA price) and the relative TSR for the SPP 2017, which is derived by comparison with the return of the TecDax index. For the SPP 2022 the performance indicators consist of the relative TSR and revenue growth weighted equally. Additionally, the achievement of the KPIs of the SPP 2022 is dependent on an ESG-performance target. The performance targets for each individual tranche of the SPAs are set by the Supervisory Board annually at the time of issue. The Share Performance Plan 2022 and the Share Performance Plan 2017 are subject to certain restrictions with regard to issuance periods and allocation of awards to members of the Executive Board or selected executives. F-57

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Evotec Group

Notes to consolidated financial statements for the financial year 2025

On February 14, 2023, Evotec’s Management Board approved the U.S. Restricted Share Unit Plan (“U.S. RSU Plan”). The U.S. RSU Plan became effective May 31, 2023. The U.S. RSU Plan provides for the grant of restricted share units, which payment may be granted in the form of shares, American depository shares, each representing one-half of one Evotec SE ordinary share (ADSs), or cash amounts as the Management Board determines to be consistent with best interests of the Company, Evotec and its shareholders and in accordance with the purpose of the U.S. RSU Plan. The Group accounts for the U.S RSU Plan as settled in shares. The U.S. RSU Plan is subject to graded vesting. The number of restricted share units granted in the 12 months period ended December 31, 2025 totaled 591,829. The exercise of the share units under the RSU does not require the achievement of any KPIs. Therefore, the fair value of these share units of 7.07 USD has been determined based on the share price on the grant date and an assumed fluctuation rate of 5%.

A summary of the status of the Share Performance and Restricted Share Plans as of December 31, 2025, 2024, 2023 and the respective changes during the year is presented as follows:

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​ ​ ​	December 31
​	​	2025	​	2025	​	2024	​	2024	​	2023	​	2023
​	​	​	​	Weighted	​	​	​	Weighted	​	​	​	Weighted
​	​	Share	​	average	​	Share	​	average	​	Share	​	average
in k€	​ ​ ​	Awards	​ ​ ​	exercise price	​ ​ ​	Awards	​ ​ ​	exercise price	​ ​ ​	Awards	​ ​ ​	exercise price
​	​	in thousands	​	in € per share	​	in thousands	​	in € per share	​	in thousands	​	in € per share
Granted SPAs/RSAs at the beginning of the year	​	1,897	​	1.00	​	2,004	​	1.00	​	1,505	​	1.00
SPAs/RSAs granted	​	1,322	​	1.00	​	536	​	1.00	​	886	​	1.00
Adjustment based upon KPI target achievement	​	14	​	1.00	​	134	​	1.00	​	28	​	1.00
Exercised SPAs/RSAs	​	(225)	​	1.00	​	(368)	​	1.00	​	(233)	​	1.00
Forfeited SPAs/RSAs	​	(333)	​	1.00	​	(392)	​	1.00	​	(182)	​	1.00
Expired SPAs/RSAs		(18)		1.00		(18)		1.00	​	—		1.00
SPAs/RSAs granted at the end of the year	****	2,657	****	1.00		1,897	****	1.00	​	2,004		1.00
Thereof exercisable		—		1.00		—		1.00	​	—		1.00

​

The SPAs in this table include RSPs and SPPs. RSUs are presented separately in the table below.

​

Evotec’s average weighted share price at the exercise day of SPAs in financial year 2025 was € 8.23 (December 31, 2024: € 15.49; December 31, 2023: € 19.38). In the financial year 2025, 445,702 Awards (December 31, 2024: 117,292 Awards; December 31, 2023: 227,555 Awards) were given to the members of the Management Board. The SPAs and RSAs exercised in 2025 correspond to 225,451 shares (December 31, 2024: 367,720 shares; December 31, 2023: 233,083 shares).

A summary of the status of the Restricted Share Unit Plans as of December 31, 2025, 2024, 2023 and the respective changes during the year is presented as follows:

​	​	​	​	​	​	​	​	​	​	​	​	​
​	****	December 31
​	****	2025	****	2025	****	2024	****	2024	****	2023	****	2023
​	​	​	****	Weighted	​	​	****	Weighted	​	​	****	Weighted
​	****	Restricted	****	average	****	Restricted	****	average	****	Restricted	****	average
​	****	Share Units	****	exercise	****	Share Units	****	exercise	****	Share Units	****	exercise
​	****	(RSUs)	****	price	****	(RSUs)	****	price	****	(RSUs)	****	price
​	​	​	****	in € per	​	​	****	in € per	​	​	****	in € per
​	​ ​ ​	​	​ ​ ​	share	​ ​ ​	​	​ ​ ​	share	​ ​ ​	​	​ ​ ​	share
Granted RSUs at the beginning of the year		749		—		567		—		—		—
RSUs granted		1,105		—		592		—		603		—
Exercised RSUs		(279)		—		(161)		—		—		—
Forfeited RSUs		(311)		—		(249)		—		(36)		—
RSUs granted at the end of the year		1,264		—		749		—		567		—
Thereof exercisable		—		—		—		—		—		—

​

The Awards in this table only include RSUs

​ F-58

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Evotec Group

Notes to consolidated financial statements for the financial year 2025

The fair values of the grant of SPAs and RSAs were estimated on the date of grant using a Monte-Carlo-Simulation model with the following assumptions:

​

​	​	​	​	​	​	​	​	​	​
​	SPP 2022	​	SPP 2022	​	RSP 2020	​	SPP 2022	​	RSP 2020
​	granted	​	granted	​	granted	​	granted	​	granted
​	March	​	March	​ ​ ​	October	​ ​ ​	March	​ ​ ​	October
​	2025	​	2024	​	2023	​	2023	​	2022
Risk-free interest rate in %	2.18	​	2.48	​	2.66		2.84		2.03
Volatility of the Evotec SE share in %*	87.00	​	49.00	​	45.00		50.00		51.00
Volatility of the TecDAX index in %. *	15.00	​	15.00	​	—		24.00		—
Fluctuation in %	0.0 - 5.0	​	0.0 - 5.0	​	5.0		5.0		5.0
Exercise price in	1.00	​	1.00	​	1.00		1.00		1.00
Share price on the day of issue in	6.00	​	13.11	​	16.79		16.67		19.47
TecDAX index price on the day of issue in points	3,651.67	​	3,422.55	​	—		3,202.25		—
Fair value in accordance with IFRS 2 on the date of issue per SPA of the Executive Board in **	3.44	​	9.79	​	—		12.36		—
Fair value in accordance with IFRS 2 on the date of issue per SPA of the executives in **	6.57	​	11.17	​	15.91		17.07		18.57

All values are in Euros.

*volatility defined as an annualized measure of expected price fluctuations implied by current market conditions

**determined based on the weighted achievement of the two market-based KPIs, Share Price and Relative Total Shareholder Return.

​

​	​	​	​	​	​	​	​	​	​
​	RSP 2020	​	SPP 2017	​	RSP 2020	​	RSP 2020	​	SPP 2017
​	granted	​	granted	​	granted	​	granted	​	granted
​	May	​ ​ ​	January	​	October	​	May	​ ​ ​	February
​	2022	​	2022	​	2021	​	2021	​	2021
Risk-free interest rate in %	0.57	​	(0.46)	​	(0.43)	​	(0.57)	​	(0.78)
Volatility of the Evotec SE share in %*	45.00	​	37.00	​	35.00		40.00	​	42.00
Volatility of the TecDAX index in %. *	—	​	17.00	​	—		—	​	29.00
Fluctuation in %	0.0 - 5.0	​	0.0 - 5.0	​	5.0		0.0 - 5.0	​	0.0 - 5.0
Exercise price in	1.00	​	1.00	​	1.00		1.00	​	1.00
Share price on the day of issue in	25.26	​	34.90	​	44.98		35.49	​	32.25
TecDAX index price on the day of issue in points	—	​	3,411.87	​	—		—	​	3,375.67
Fair value in accordance with IFRS 2 on the date of issue per SPA of the Executive Board in **	22.87	​	31.30	​	—		33.50	​	31.34
Fair value in accordance with IFRS 2 on the date of issue per SPA of the executives in **	24.29	​	33.66	​	43.96		34.47	​	36.65

All values are in Euros.

*volatility defined as an annualized measure of expected price fluctuations implied by current market conditions

**determined based on the weighted achievement of the two market-based KPIs, Share Price and Relative Total Shareholder Return.

For all SPAs, RSAs and RSUs, a total of € 3,643k was recognized as current service cost in operating expenses in the consolidated statement of income in 2025 (2024: € 4,899k and 2023: € 9,630k). This amount includes an expense of € 247k (2024: € (2,231)k; 2023: € 2,456k, income in 2024 and expense in 2023) relating to members of the Management Board. The expenses related to accelerated vesting are included in the current service costs.

The performance measurement period for all issues started on January 1 of the respective year. An expected dividend yield of zero applies to all models. Depending on the nature of the respective plan, the expected duration is either four or five years. The expected volatilities are based on the historical volatilities of the year prior to the grant date.

​ F-59

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Evotec Group

Notes to consolidated financial statements for the financial year 2025

(14) Provisions

- Accounting principles -

Provisions are recognized if as a result of past events, the Group has:

–	a present legal or constructive obligation,
–	the amount can be estimated reliably, and,
---	---
–	it is more likely than not that an outflow of resources will be required to settle the obligation.
---	---

Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax discount rate that reflects current market assessments of the time value of money.

A provision for onerous contracts is recognized when the expected benefits to be derived by the Group from such a contract are lower than the unavoidable expenses of meeting its obligations under the contract. The provision is measured at the present value of the lower of the expected expenses of terminating the contract and the expected net expense of continuing with the contract. Before a provision is established, the Group recognizes any impairment expense on the assets associated with that contract.

Reorganization provisions are recognized when the Group has a constructive obligation, which is when:

–	there is a detailed formal plan that identifies the business or parts of the business concerned, the location and number of employees affected, the detailed estimate of the associated costs, and the timeline; and
–	the employees affected have been notified of the plan’s main features.
---	---

- Provision -

The current provisions consist of the following:

​	​	​	​	​
​	​	December 31,	​	December 31,
in k€	​ ​ ​	2025	​ ​ ​	2024
Other personnel expenses		38,786	​	31,317
Pensions		997	​	1,572
Other provisions		13,296	​	9,858
Reorganization	​	5,464	​	19,473
Total current provisions	****	58,543	**** ​	62,219

​

The non-current provisions consist of the following:

​	​	​	​	​
​	​	December 31,	​	December 31,
in k€	​ ​ ​	2025	​ ​ ​	2024
Pensions		10,312	​	10,223
Other personnel expenses		1,232	​	1,315
Other provisions		3,174	​	2,918
Reorganization	​	3,317	​	5,128
Total non-current provisions	****	18,035	**** ​	19,585

​ F-60

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Evotec Group

Notes to consolidated financial statements for the financial year 2025

The following table summarizes the development of total provisions recorded during 2025:

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​ ​ ​	​	​	​	​	Divestment	​	Foreign	​	Remeasurement	​	​	​	​	​	​
​	​	Jan 1,	​ ​ ​	​	​ ​ ​	of affiliated	​	currency	​ ​ ​	through	​ ​ ​	​	​ ​ ​	​	​ ​ ​	Dec 31,
​	​	2025	​	Additions	​	companies	​ ​ ​	exchange	​	OCI	​	Consumption	​	Release	​	2025
​	​	in k€	​	in k€	​	in k€	​	in k€	​	in k€	​	in k€	​	in k€	​	in k€
Other personnel expenses		32,632	​	34,821	​	1,876	​	(1,217)	​	—	​	22,342	​	2,000	​	40,018
Pensions		11,795	​	6,818	​	418	​	(18)	​	(720)	​	6,148	​	—	​	11,309
Other provisions		12,776	​	25,136	​	290	​	(262)	​	—	​	16,420	​	4,470	​	16,470
Reorganization	​	24,601	​	1,094	​	—	​	(252)	​	—	​	15,266	​	1,396	​	8,781
Total		81,804	​	67,869	​	2,584	​	(1,749)	​	(720)	​	60,176	​	7,866	​	76,578

​

The following table summarizes the development of total provisions recorded during 2024:

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	Divestment	​	Foreign	​	Remeasurement	​	​	​	​	​	​
​	​ ​ ​	Jan 1,	​ ​ ​	​	​ ​ ​	of affiliated	​ ​ ​	currency	​	through	​ ​ ​	​	​ ​ ​	​	​ ​ ​	Dec 31,
​	​	2024	​	Additions	​	companies	​	exchange	​ ​ ​	OCI	​	Consumption	​	Release	​	2024
​	​	in k€	​	in k€	​	in k€	​	in k€	​	in k€	​	in k€	​	in k€	​	in k€
Other personnel expenses		43,654	​	21,823	​	219	​	477	​	—	​	31,284	​	1,820	​	32,632
Pensions		14,170	​	3,248	​	12	​	22	​	(1,217)	​	2,694	​	1,721	​	11,795
Other provisions		3,404	​	23,785	​	757	​	189	​	—	​	11,723	​	2,123	​	12,776
Reorganization	​	—	​	68,459	​	36	​	69	​	—	​	32,291	​	11,599	​	24,601
Total	****	61,228	​	117,315	​	1,024	​	757	​	(1,217)	​	77,992	​	17,264	​	81,804

​

The provision for personnel expenses mainly consists of bonus accruals (December 31, 2025: €22,938k; December 31, 2024: € 9,662k) and accrued vacation (December 31, 2025: € 14,447k; December 31, 2024: € 17,018k). The provision for pensions mainly relates to pensions in France (see Note 13).

The other provisions mainly consist of litigation and indemnification obligations (December 31, 2025: € 7,156k; December 31, 2024: € 497k), of accrued audit fees (December 31, 2025: € 3,254k; December 31, 2024: € 3,675k) as well as restoration provisions (December 31, 2025: € 3,174k; December 31, 2024: € 2,823k). In accordance with IAS 37 ‘Provisions, Contingent Liabilities and Contingent Assets’ (paragraph 92), no further information is disclosed so as not to prejudice Evotec’s position.

In April 2024, the Group announced that it was currently assessing its current footprint and activities. As of December 31, 2025, the Group has a remaining provision to cover the expected and estimated costs associated with the remaining reorganization efforts of its activities in the countries in which it operates. The reorganization provision mainly consists of obligations related to vacated lease assets in the UK (December 31, 2025: € 4,253k; December 31, 2024: € 4,778k) as well as employee termination benefits in France (December 31, 2025 € 3,343k; December 31, 2024: € 7,976k).

​ F-61

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Evotec Group

Notes to consolidated financial statements for the financial year 2025

(15) Financial Risk Management

- Liquidity Risk-

Revenue fluctuations, milestone risks, external events and changes in the business environment might negatively impact the Group’s short- to mid-term profitability and cash reserves. To actively address any related risk and safeguard its cash position, Evotec has defined minimum liquidity levels and regularly monitors liquidity developments & risks. The Group believes that existing liquidity reserves are sufficient to cope with the cumulative impact of all identified risks. The Group’s liquidity reserves have been positively impacted by the sale of 100 % of the shares in Just EU together with multiple arrangements with Sandoz (see (3) Significant Transactions) and historically secured external debt financings mainly via promissory notes and the European Investment Bank.

In June 2025, Evotec terminated €250 million senior secured revolving credit facility. Following changes in Evotec’s financial profile, the facility was no longer aligned with the company’s evolving funding strategy.

The Group does not intend to engage in projects unless adequate funding is allocated or secured. Given the current business environment with economic and political uncertainties as well as the described cancellation of the revolving credit facility and expected debt repayment in 2026, the Group assesses the associated liquidity risk with respect to potential financial impact as high (previous year: medium) and with respect to probability of occurrence as low (previous year: very low).

The general risk of losing a significant amount of cash and cash investments is continuously mitigated by spreading the investments across several different banks in high-credit quality instruments in full compliance with the Group’s approved investment and risk policy. The Group monitors its banks and investments on an ongoing basis. Therefore, the Group assesses the current default risks to be low, remaining unchanged in comparison to the previous year.

Currency exchange movements also impact the Group’s reported liquidity primarily through the translation of liquid assets held in U.S. Dollars or Pound Sterling into Euros. A portion of the funds is held in currencies other than Euro to meet local operating needs. Political and economic uncertainties remain at a higher level causing volatility in the market.

The contractual maturities of the financial liabilities, including the estimated interest payments as of December 31, 2025 and 2024 are shown in the following tables:

​

​	​	​	​	​	​	​	​	​	​	​
​	​	December 31, 2025
​	​ ​ ​	Carrying	​ ​ ​	Contractual	​ ​ ​	Due <	​ ​ ​	Due	​ ​ ​	Due in more
​	​	amount	​	Cash flow	​	1 year	​	1 - 5 years	​	than 5 years
​	​	in k€	​	in k€	​	in k€	​	in k€	​	in k€
Non-derivative financial liabilities		​		​		​		​		​
Loans		(276,403)		(286,223)		(83,444)		(157,469)		(45,310)
Lease obligations		(171,286)		(201,158)		(28,146)		(99,974)		(73,039)
Trade accounts payable		(64,763)		(64,763)		(64,763)		—	​	—
Other financial liabilities		(817)	​	(817)	​	(817)	​	—	​	—
Total non-derivative financial liabilities		(513,271)	​	(552,963)	​	(177,171)	​	(257,443)	​	(118,348)
Derivative financial liabilities		​		​		​		​	​	​
Foreign currency forwards		(222)		(222)		(222)		—	​	—
Total derivative financial liabilities		(222)		(222)		(222)		—		—

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Evotec Group

Notes to consolidated financial statements for the financial year 2025

​

​	​	​	​	​	​	​	​	​	​	​
​	​ ​ ​	December 31, 2024
​	​	Carrying	​	Contractual	​	Due <	​	Due	​	Due in more
​	​ ​ ​	amount	​ ​ ​	Cash flow	​ ​ ​	1 year	​ ​ ​	1 - 5 years	​ ​ ​	than 5 years
​	​	in k€	​	in k€	​	in k€	​	in k€	​	in k€
Non-derivative financial liabilities		​		​		​		​		​
Loans		(287,556)		(301,238)		(7,911)		(196,055)		(97,272)
Lease obligations	​	(151,863)		(175,081)		(24,548)		(90,484)		(60,048)
Trade accounts payable		(85,792)		(85,792)		(85,792)		—	​	—
Other financial liabilities	​	(5,430)	​	(5,430)	​	(4,118)	​	(1,312)	​	—
Total non-derivative financial liabilities		(530,643)	​	(567,542)	​	(122,370)	​	(287,851)	​	(157,320)
Derivative financial liabilities		​		​		​		​	​	​
Foreign currency forwards		(4,139)		(4,139)		(4,139)		—	​	—
Total derivative financial liabilities		(4,139)		(4,139)		(4,139)		—		—

​

- Currency Risk-

The Group is exposed to foreign exchange risk as the Group entities enter into revenue, purchases, and other transactions in a currency other than the functional currency of the respective Group entity. The functional currencies of the Group entities are mainly Euro, US Dollar and British Pound. In the course of their ordinary business activities, the Group companies are exposed in particular to exchange rate fluctuations between US Dollar, British Pound and Euro. The amount of exchange differences recognized in the consolidated income statement except for those arising on financial instruments measured at fair value through profit or loss in accordance with IFRS 9 is a net loss of € (25,227)k in financial year 2025 (2024: net gain € 12,956k, 2023: net loss € (1,229)k).

The table below shows the average exchange rates as well as the exchange rates as of December 31, 2025 and December 31, 2024, in each case against the Euro:

​

​	​	​	​	​	​	​	​
​	Annual average exchange rate			​ ​ ​	Closing rate
​	2025	​ ​ ​	2024	​	Dec 31
​	Jan 1 - Dec 31	​ ​ ​	Jan 1 - Dec 31	​ ​ ​	2025	​ ​ ​	2024
​	€	​	€	​	€	​	€
	1.1300		1.0824		1.1750		1.0389
	0.8568		0.8466		0.8726		0.8292

All values are in US Dollars.

​

A strengthening (weakening) of the Euro, the US Dollar and the British Pound among themselves and against other currencies, as shown below as at December 31, would lead to an increase (reduction) in equity and earnings with the amounts mentioned below. This analysis relates to financial instruments held for sale on condition that all other variables remain constant and ignore the impact of purchases and sales.

​

​	​	​	​	​	​	​	​	​	​
​	​	2025
​	​			​			​
in k€	​ ​ ​	+10%	(10)%	​ ​ ​	+10%	(10)%	​ ​ ​	+10%	(10)%
Share	​	14,591	(14,591)	​	1,406	(1,406)	​	15,997	(15,997)
Result	​	14,591	(14,591)	​	1,406	(1,406)	​	15,997	(15,997)

All values are in US Dollars.

​

​	​	​	​	​	​	​	​	​	​
​	​	2024
​	​			​			​
in k€	​ ​ ​	+10%	(10)%	​ ​ ​	+10%	(10)%	​ ​ ​	+10%	(10)%
Share	​	13,834	(13,834)	​	2,994	(2,994)	​	16,828	(16,828)
Result	​	13,834	(13,834)	​	2,994	(2,994)	​	16,828	(16,828)

All values are in US Dollars.

​ F-63

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Evotec Group

Notes to consolidated financial statements for the financial year 2025

​	​	​	​	​	​	​	​	​	​
​	​	2023
​	​			​			​
in k€	​ ​ ​	+10%	(10)%	​ ​ ​	+10%	(10)%	​ ​ ​	+10%	(10)%
Share	​	16,699	(16,699)	​	5,278	(5,278)	​	21,977	(21,977)
Result	​	16,699	(16,699)	​	5,278	(5,278)	​	21,977	21,977

All values are in US Dollars.

​

The Group manages foreign exchange exposure by incurring certain expenses in the currency of the local operating business and through selected hedging transactions such as foreign currency forward contracts. The hedging instruments used do not expose the Group to any significant additional risk. The objective of these transactions is to reduce the exposure of exchange rate fluctuations of the Group’s foreign currency denominated cash flows. The Group does not enter into derivative transactions for trading or speculative purposes. Foreign currency contracts are accounted for at fair value. Foreign currency derivative accounting gains of € 24,354k and losses of € (12,700)k are included in non-operating income and expense, resulting in a net gain of € 11,654k in financial year 2025 (2024: net loss € (8,926)k, 2023: net gain € 8,360k). Foreign currency derivative accounting gains in 2025 resulted from unfavorable foreign exchange movements on the underlying during the year.

Derived regularly from the summarized quantitative data about the Group’s currency risks, based on the report to the Management Board, the expected future USD cash flows which are hedged with USD/EUR forward contracts and USD/GBP forward contracts are determined. As of December 31, 2025, cash flows of USD 145,800k (December 31, 2024: USD 114,600k, December 31, 2023: USD 233,000k), of which USD 111,500k was hedged against the Euro (December 31, 2024: USD 84,000k, December 31, 2023: USD 173,000k), and USD 34,300k was hedged against the GBP (December 31, 2024: USD 30,600k, December 31, 2023: USD 60,000k). Further, the expected future EUR cash flows which are hedged with EUR/GBP forward contracts are determined. As of December 31, 2025, cash flows of € 10,157k was hedged against the GBP (December 31, 2024: € 0k, December 31, 2023: € 3,900k).

The fair value of cash and cash equivalents, trade receivables and trade payables approximate their carrying amount due to their short - term nature. Financial assets are accounted for at the trade date.

-Interest Rate Risk-

The Group is exposed to interest rate risk through variable interest-bearing loans as well as current investments in Germany, but also at our foreign entities. The fair value of debt varies from the carrying amount if there is a difference between the underlying interest rate to the market interest rate. As only 5% of Evotec’s loans have variable interest conditions the interest rate risks are considered immaterial.

-Credit Risk-

Credit risk is the risk of financial loss to the Group if a customer fails or partly fails to meet any of its contractual obligations and arises primarily from the receivables from customers, contract assets and investment securities. The maximum exposure to credit risk for trade receivables at the reporting date by geographic region is as follows:

​

​	​	​	​	​
​	​ ​ ​	December 31, 2025	​ ​ ​	December 31, 2024
​	​	in k€	​	in k€
USA		43,335	​	59,084
Europe		62,115	​	40,499
Rest of the world		30,514	​	16,528
​	****	135,963	​	116,111

​

The maximum credit risk of the contract assets corresponds to the carrying amounts and amounted to € 28,295k at year-end (December 31, 2024: € 46,034k). The maximum credit risk of short-term investments corresponds to the carrying amounts and amounted to € 57,873k at year-end (December 31, 2024: € 90,413k). F-64

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Evotec Group

Notes to consolidated financial statements for the financial year 2025

The Group has exposure to credit risk primarily with respect to its third-party receivables. The Group continuously assesses the solvency of its customers and maintains an appropriate specific allowance for bad debts, which is derived from the expected collectability of all receivables from third parties. The Group’s receivables from third parties are unsecured and not secured by any liens from customers. On December 31, 2025, 33% of trade account receivables were due from one customer (December 31, 2024: 9%). Any default risks with regards to trade receivables are mainly limited by geographical diversification of customers and by the Group’s monitoring procedures.

-Capital management risk-

The Group actively manages its funds to primarily ensure liquidity and principal preservation while seeking to maximize returns. The Group’s cash and short-term investments are held with several different banks. Financial investments are made in liquid, highly diversified investment instruments having at minimum a Standard & Poor’s rating (or equivalent) of at least BBB-.

The following table shows the total assets, equity as well as equity ratio and net cash (cash and cash equivalents minus current and non-current loan liabilities and current and non-current finance lease obligations):

​

​	​	​	​	​
​	​ ​ ​	December 31, 2025	​ ​ ​	December 31, 2024
​	​	in k€	​	in k
Balance sheet total		1,713,945	​	1,912,502
Equity attributable to Shareholders of Evotec SE		813,704	​	952,525
Equity ratio in (%)		47.5	%	49.8
Net cash		(29,173)	​	(133,033)

All values are in Euros.

​

The Group remains well financed with an equity ratio relating to equity attributable to the Group’s shareholders of 47.5% as of December 31, 2025 (December 31, 2024: 49.8%) and currently has no necessity to raise capital to maintain its operations in the near to mid-term. However, the option to increase capital must always be considered if new opportunities arise such as M&A activities, in-licensing deals requiring additional funding, strategic refinancing or funding of growth initiatives. Furthermore, the acquisition of anchor investors can be of strategic importance for the company.

No minimum capital requirements are stipulated in Evotec’s statutes. The Company has obligations to issue shares out of the conditional capital relating to the exercise of stock options based on miscellaneous stock option plans as well as SPA on the basis of Share Performance Plans (see Note (13)).

(16) Fair Value of financial assets and liabilities

-Accounting Principles-

For financial reporting purposes, financial instruments are categorized into Level 1, 2 or 3, based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are as follows:

-	Level 1 – inputs are quoted prices (unadjusted) for identical assets or liabilities in active markets that the company can access at the measurement date.
-	Level 2 – all significant inputs (other than quoted prices included within Level 1) are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices).
---	---
-	Level 3 – one or more of the significant inputs are not based on observable market data, such as third-party pricing information without adjustments, for the asset or liability.
---	---

Transfers between levels of the fair value hierarchy are recognized at the end of the reporting period during which the change has occurred. F-65

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Evotec Group

Notes to consolidated financial statements for the financial year 2025

Specific valuation techniques used to value financial instruments include:

Level 1

Instruments included in level 1 are comprised primarily of listed equity investments classified as financial assets carried at fair value through profit or loss or carried at fair value through other comprehensive income. The fair value of financial instruments traded in active markets is based on quoted market prices at the balance sheet date. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm’s length basis.

Level 2

The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives or convertible bond instruments) is determined by using valuation techniques. These valuation techniques maximize the use of observable market data where it is available and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are based on observable market data, the instrument is included in level 2. The fair value of derivatives is calculated as the present value of the estimated future cash flows based on observable interest yield curves, basis spread and foreign exchange rates.

The fair value of debt is estimated on the basis of the quoted market prices for certain issuances, or on the basis of discounted cash flow analysis using market rates.

Level 3

If one or more of the significant inputs are not based on observable market data, such as third-party pricing information without adjustments, the instrument is included in level 3.

The fair value of contingent consideration is dependent on the terms of the respective acquisition agreement that may require the Group to pay additional consideration to former shareholders if specified future events occur or conditions are met.

The fair value measurement is based on management’s estimates and assumptions and hence classified as Level 3 in the fair value hierarchy.

The Group’s valuation processes, valuation techniques, and the inputs used in fair value measurements remained unchanged throughout the period in consideration. F-66

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Evotec Group

Notes to consolidated financial statements for the financial year 2025

-Fair Values-

The following table shows the fair value of the financial assets and liabilities measured at fair value and financial liabilities measured at amortized cost together with the corresponding carrying amounts from the statement of financial position as of December 31, 2025 and December 31, 2024 and their respective fair value level. For financial assets measured at amortized cost the carrying amount approximates the fair value.

​

​	​	​	​	​	​	​	​	​	​	​
​	​	December 31, 2025
​	​	Carrying	​	​	​	​	​	​	​	​
in k€	​ ​ ​	amount	​ ​ ​	Fair value	​ ​ ​	Level 1	​ ​ ​	Level 2	​ ​ ​	Level 3
Financial assets		​	​	​		​		​		​
Equity instruments*		45,205	​	45,205		—		21,240		23,965
Other financial assets		—	​	—		—		—		—
Derivative financial instruments	​	996	​	996	​	—	​	996	​	—
Financial assets carried at FVTPL	​	46,201	​	46,201	​	—	​	22,236	​	23,965
Equity instruments	​	1,265	​	1,265	​	1,265	​	—	​	—
Current investments	​	57,873	​	57,873	​	57,873	​	—	​	—
Cash equivalents	​	159,056	​	159,056	​	159,056	​	—	​	—
Financial assets carried at FVOCI	​	218,194	​	218,194	​	218,194	​	—	​	—
Financial assets carried at fair value	​	264,395	​	264,395	​	218,194	​	22,236	​	23,965
Cash and cash equivalents**	​	259,461	​	259,461	​	—	​	—	​	—
Receivables and contract assets	​	164,258	​	164,258	​	—	​	—	​	—
Other financial assets	​	24,585	​	24,585	​	—	​	—	​	—
Carried at (amortized) costs	​	448,304	​	448,304	​	—	​	—	​	—
Total financial assets	​	712,699	​	712,699	​	218,194	​	22,236	​	23,965
​	​	​	​	​	​	​	​	​	​	​
Financial liabilities	​	​	​	​	​	​	​	​	​	​
Contingent consideration	​	—	​	—	​	—	​	—	​	—
Derivative financial instruments	​	(222)	​	(222)	​	—	​	(222)	​	—
Financial Liabilities carried at FVTPL	​	(222)	​	(222)	​	—	​	(222)	​	—
Financial liabilities carried at fair value	​	(222)	​	(222)	​	—	​	(222)	​	—
Trade account payables	​	(64,764)	​	(64,764)	​	—	​	—	​	—
Loans and borrowings	​	(276,403)	​	(249,568)	​	—	​	—	​	—
Other financial liabilities	​	(173,818)	​	(173,818)	​	—	​	—	​	—
Carried at (amortized) costs	​	(514,985)	​	(488,149)	​	—	​	—	​	—
Total financial liabilities	****	(515,207)	​	(488,371)	****	—	****	(222)	****	—

*Includes assets held for sale totaling €3,830k.

**excludes Money Market Funds classified under Cash and Cash Equivalents amounting to € 159,056k.

​ F-67

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Evotec Group

Notes to consolidated financial statements for the financial year 2025

​	​	​	​	​	​	​	​	​	​	​
​	​	December 31, 2024
​	​	Carrying	​	​	​	​	​	​	​	​
in k€	​ ​ ​	amount	​ ​ ​	Fair value	​ ​ ​	Level 1	​ ​ ​	Level 2	​ ​ ​	Level 3
Financial assets		​	​	​		​		​		​
Equity instruments		31,962	​	31,962		—		12,180		19,781
Other financial assets	​	2,127	​	2,127		—		—		2,127
Derivative financial instruments	​	—	​	—	​	—	​	—	​	—
Financial assets carried at FVTPL	​	34,089	​	34,089	​	—	​	12,180	​	21,909
Equity instruments	​	2,409	​	2,409	​	2,409	​	—	​	—
Current investments	​	90,413	​	90,413	​	90,413	​	—	​	—
Cash equivalents	​	3,562	​	3,562	​	3,562	​	—	​	—
Financial assets carried at FVOCI	​	96,384	​	96,384	​	96,384	​	—	​	—
Financial assets carried at fair value	​	130,472	​	130,472	​	96,384	​	12,180	​	21,909
Cash and cash equivalents*	​	302,825	​	302,825	​	—	​	—	​	—
Receivables and contract assets	​	162,353	​	162,353	​	—	​	—	​	—
Other financial assets	​	11,259	​	11,259	​	—	​	—	​	—
Carried at (amortized) costs	​	476,437	​	476,437	​	—	​	—	​	—
Total financial assets	​	606,909	​	606,909	​	96,384	​	12,180	​	21,909
​	​	​	​	​	​	​	​	​	​	​
Financial liabilities	​	​	​	​	​	​	​	​	​	​
Derivative financial instruments	​	(4,139)	​	(4,139)	​	—	​	(4,139)	​	—
Financial liabilities carried at FVTPL	​	(4,139)	​	(4,139)	​	—	​	(4,139)	​	—
Financial liabilities carried at fair value	​	(4,139)	​	(4,139)	​	—	​	(4,139)	​	—
Trade account payables	​	(85,792)	​	(85,792)	​	—	​	—	​	—
Loans and borrowings	​	(287,556)	​	(253,245)	​	—	​	—	​	—
Other liabilities	​	(153,175)	​	(153,175)	​	—	​	—	​	—
Carried at (amortized) costs	​	(526,523)	​	(492,213)	​	—	​	—	​	—
Total financial liabilities	****	(530,662)	​	(496,351)	****	—	****	(4,139)	****	—

*excludes Money Market Funds classified under Cash and Cash Equivalents amounting to € 3,562k.

Other Financials Assets carried at Fair Value through Profit & Loss consists of convertible loans granted to long-term investments in accordance with IFRS 9. These loans had been fully written off at reporting date (December 31, 2024: € 2,127k).

The following tables show the development in financial years 2025 and 2024 of the fair values of Level 3:

​

​	​	​
​	​ ​ ​	Equity instruments
​	​	and other
in k€	​	financial assets
Balance as of January 1, 2025		21,909
Additions		7,259
Disposal	​	(848)
Transfer from Level 2 to Level 3	​	—
Transfer from Level 3 to Level 2	​	(329)
Fair value change through P&L	​	(2,974)
Dividends received	​	(1,053)
Balance as of December 31, 2025	​	23,965

​ F-68

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Evotec Group

Notes to consolidated financial statements for the financial year 2025

​	​	​	​	​
​	​ ​ ​	Equity instruments	​ ​ ​	​
​	​	and other	​	Contingent
in k€	​	financial assets	​	consideration
Balance as of January 1, 2024	​	40,328		(311)
Additions*	​	11,749		—
Disposal	​	—	​	311
Transfer from Level 2 to Level 3	​	9,543	​	—
Transfer from Level 3 to Level 2	​	(6,750)	​	—
Fair value change through P&L	​	(32,161)	​	—
Conversion of loans to investments in associates and joint ventures	​	(800)	​	—
Balance as of December 31, 2024*	​	21,909	​	—

*Change from prior year disclosed amount

​

Additions to Level 3 investments reflect capital increases in Evotec’s minority investments. The two biggest investments included in Additions relate to Aurobac Therapeutics SAS (2025: € 2,500k; 2024: € —k) and Mission BioCapital (2025: € 1,802k; 2024: € 1,390k).

Disposals comprise the sale of Carrick Therapeutics Ltd. for € 848k (2024: € —k)

Minority investments for a total of € 329k have been transferred from Level 3 to Level 2 of the fair value hierarchy due to the presence of observable market prices.

The effects recognized in the income statement above from the adjustment of the fair values at level 3 were included in the consolidated income statement under “Other operating income” and “interest expense”. The two biggest Fair Value changes relate to the loss in long-term investment in Curie Bio Seed Fund I LP (2025: € (1,140)k; 2024: € 1,518k) and the write off of the convertible loan in Quantro Therapeutics GmbH (2025: € (2,127)k; 2024: € —k).

Dividends received relate to the investment in Mission Bio Capital and amounted to € 1,053k (2024: € —k).

Fair value measurements classified within Level 3 of the fair value hierarchy are exclusively related to equity instruments where no observable inputs are available and the fair value is estimated at the Net Asset Value of the investment.

​

​ F-69

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Evotec Group

Notes to consolidated financial statements for the financial year 2025

(17) Shareholder´s Equity

As of December 31, 2025, 177,778,907 shares of Evotec SE with a nominal value of € 1.00 per share are issued and outstanding.

The stock options exercised in 2025 have an average exercise price of € 1.00 per share, the same as the average exercise price for stock options exercised in 2024. In 2025, Evotec issued 225,451 shares related to share based compensation. In Q4 2025, Evotec initiated a share buyback program. From November 7, 2025 through November 14, 2025, a total of 290,000 shares were acquired at the Frankfurt Stock Exchange in the amount of € 1,548k (average € 5.34 per share). These treasury shares are deducted from equity at cost with no gain or loss recognized in profit or loss. Shares acquired under the buyback program are intended to be converted into ADSs and used exclusively to satisfy obligations under the U.S. RSU employee plans. The weighted average number of shares used for the Basic EPS calculation reflects the impact of both, exercised shares and treasury shares purchased during the period.

The conditional capital of Evotec SE as of December 31, 2025 consists of 11,947,322 shares available for the Share Performance Plans and the Stock Option Plans and 35,390,530 shares available for the issuance of no-par value bearer shares to holders or creditors of convertible bonds and/or bonds with warrants, profit participation rights and/or income bonds (or a combination of these instruments). Evotec SE may grant these on the basis of the resolution of the AGM on June 22, 2022. The remaining conditional capital of Evotec SE as of December 31, 2025, thus amounts to a total of 47,337,852 shares.

Pursuant to Section 5 (5) of the Company’s Articles of Association, the Management Board is authorized, with the approval of the Supervisory Board, to increase the Company’s share capital by up to € 35,434,147 by issuing new shares against cash or non-cash contributions on one or more occasions until June 9, 2029.

As of December 31, 2025, Evotec holds 319,507 treasury shares (December 31, 2024: 167,415), representing 0.2% (December 31, 2024: 0.1%) of Evotec’s total share capital as of December 31, 2025.

​

(18) Earnings per share

-Accounting Principles-

Basic EPS is calculated by dividing the Net income (loss) attributable to shareholders by the weighted average number of common shares outstanding during the period, adjusted for own shares held. Diluted EPS is determined by adjusting the Net income (loss) attributable to shareholders and the weighted average number of common shares outstanding during the period, adjusted for own shares held, for the effects of all dilutive potential common shares, which comprises forward purchase contracts, restricted shares, performance shares and share options granted to employees.

-Earnings per share-

The weighted average number of ordinary shares is calculated as follows:

​

​	​	​	​	​	​	​
Shares in thousands	​ ​ ​	2025	​ ​ ​	2024	​ ​ ​	2023
Issued shares Jan 1	​	177,553	​	177,186		176,953
Treasury shares Jan 1		(167)		(250)	​	(250)
Effect of weighted average stock options exercised		192		359	​	214
Weighted average number of shares outstanding Dec 31	****	177,578	****	177,295	​	176,917

​ F-70

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Evotec Group

Notes to consolidated financial statements for the financial year 2025

The basic and diluted EPS in 2025, 2024 and 2023 are calculated as follows:

​

​	​	​	​	​	​	​
in k€ except per share data, shares in thousands	​ ​ ​	2025	​ ​ ​	2024	​ ​ ​	2023
Net income (loss)		(103,517)		(196,078)		(83,913)
Weighted average number of shares outstanding Dec 31		177,578		177,295		176,917
Net income per share (basic)	****	(0.58)	****	(1.11)	****	(0.47)
Net income per share (diluted)	****	(0.58)	****	(1.11)	****	(0.47)

​

Diluted net income per share is computed by dividing the surplus attributable to shareholders of Evotec SE, by the weighted-average number of ordinary shares and share equivalents outstanding for the period determined using the treasury-stock method. For purposes of this calculation, stock options and SPA are common stock equivalents and are only included in the calculation of diluted net income per share when their effect is dilutive. In 2025, the number of potentially dilutive shares to be issued from stock options and SPA amounted to 2,905,171 (2024: 2,079,768). For calculating the diluted net result per share, the resulting dilutive shares are included from the beginning of the period. Diluted and non-diluted earnings per share are identical as all share equivalents are anti-dilutive.

​

(19) Commitments and contingencies

• Lease obligations-

The future minimum lease payments under non-cancellable lease agreements but not yet commenced, are as follows:

​

​	​	​	​	​
​	​ ​ ​	Dec 31	​	Dec 31
​	​	2025	​	2024
​	​	in k€	​	in k€
Less than one year		—	​	2,086
Between one and five years		—	​	14,304
More than five years		—	​	37,250
Total		—	​	53,640

​

In addition, the Group maintains leases which were not recognized in accordance with the exemptions in IFRS 16. These amounts are not material and therefore not presented here.

-Other Commitments and Contingencies-

The future minimum payments associated with miscellaneous commitments total approximately € 112,278k at December 31, 2025 (December 31, 2024: € 89,284k), of which € 8,053k (December 31, 2024: € 20,743k) relate to asset purchase commitments. The remaining amount of € 104,225k (December 31, 2024: € 68,541k) is related to long-term commitments in connection with facility expenses as well as contracted, non-milestone based capital calls in relation with the Group´s investments in associates and long-term investments.

In addition, as of December 31, 2025, contingent liabilities in relation with milestone-based commitments in connection with the Group´s long-term investments amounted to € 0k (December 31, 2024: € 6,604k).

The Group is not aware of any material actual or threatened litigation as of December 31, 2025.

​

(20) Related party transactions

The Group has not entered into any significant transactions with any key management personnel or member of the Supervisory Board. The remuneration paid to key management personnel is presented in Note 22 e). The remuneration paid to members of the Supervisory Board is shown in Note 22 e). F-71

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Evotec Group

Notes to consolidated financial statements for the financial year 2025

As part of the normal course of business, the Group may enter into transactions with associated companies. The terms and conditions of all transactions are made based on market terms and conditions and the arm’s length principle. The balances from transactions with associated companies are unsecured and fulfilled by payment.

​

​	​	​	​	​	​	​
in k€	​ ​ ​	2025	​ ​ ​	2024	​ ​ ​	2023
Sales of goods and services		1,820	​	3,664	​	16,661
Receivables from related parties	​	361	​	208	​	2,164
Bad or doubtful debt expenses	​	(166)	​	—	​	—

​

​

(21) Auditor’s remuneration

​

BDO AG, Wirtschaftsprüfungsgesellschaft (BDO) has served as our independent registered public accounting firm for the years ended December 31, 2025, December 31, 2024 and December 31, 2023.

The following table sets out the aggregate fees for professional audit services and other services rendered exclusively by BDO and other firms in the BDO network in 2025, 2024 and 2023:

​

​	​	​	​	​	​	​
in k€	​ ​ ​	2025	​ ​ ​	2024	​ ​ ​	2023
Audit fees		3,856	​	3,786		4,088
Audit-related fees		73	​	20		60
Audit fees related to prior year audit		131	​	738		1,504
Total	****	4,061	​	4,544	****	5,651

​

Audit fees aggregate fees charged by BDO network firms for auditing our consolidated financial statements and statutory and other regulatory filings or engagements of Evotec SE and its subsidiaries. Audit - related fees relate to the non - financial reporting services and agreed upon procedures over covenant reporting to lenders.

The Audit Committee has approved the audit fees and all the fees for other assurance services for the years 2025, 2024 and 2023. The Audit Committee monitors compliance with the German and U.S. rules on non-audit services provided by an independent registered public accounting firm. On a yearly basis, the Audit Committee pre-approves non-audit services performed by the independent registered public accounting firm up to a limit in line with EU regulation.

​

(22) Other disclosures

German law in accordance with the European Directives on Accounting and the Corporate Governance Codex requires the following additional disclosures.

a) Number of Employees

As of December 31, 2025, the Company employed 4,553 individuals worldwide (December 31, 2024: 4,827). In 2025, a total of 3,682 employees worked in operations (2024: 3,909), and 871 worked in sales and administration (2024: 918). The decrease is due to the sale of Just EU.

b) Corporate Governance Code

According to Sec 161 AktG, the Management Board and Supervisory Board issued statement of compliance with regard to the GCGC. This statement has been made accessible to the Company’s shareholders in the ‘Invest’ section on Evotec’s website ( https://www.evotec.com/ir-news/sustainability/governance ). F-72

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Evotec Group

Notes to consolidated financial statements for the financial year 2025

(c) Consolidated subsidiaries and equity investees

Information below shows Evotec’s direct and indirect voting rights in their subsidiaries and other investments. Evotec’s direct and indirect voting rights in dormant companies are not included.

​

​	​	​
​	​ ​ ​	2025
​	​	Company’s
​	​	voting
​	​	rights
​	​	%
Subsidiaries	​	​
Aptuit Global LLC, Princeton, USA		100
Aptuit (Verona) SRL, Verona, Italy		100
Aptuit (Oxford) Ltd., Abingdon, UK		100
Cyprotex Discovery Ltd., Manchester, UK		100
Cyprotex Ltd., Manchester, UK		100
Cyprotex US, LLC., Framingham, USA		100
Evotec (France) SAS, Toulouse, France		100
Evotec ID (Lyon) SAS, Marcy l’Étoile, France		100
Evotec (Hamburg) GmbH, Hamburg, Germany		100
Evotec GT GmbH, Orth an der Donau, Austria*		100
Evotec (India) Private Limited, Thane, India*		100
Evotec International GmbH, Hamburg, Germany		100
Evotec (UK) Ltd., Abingdon, UK		100
Evotec (US), Inc., Princeton, USA		100
Just - Evotec Biologics, Inc., Seattle, USA		100
Evotec (Modena) Srl, Medolla, Italy	​	100
NephThera GmbH, Hamburg, Germany	​	100
Evotec Asia Pte. Ltd., Shenton, Singapore	​	100

​ F-73

Table of Contents

Evotec Group

Notes to consolidated financial statements for the financial year 2025

​	​	​
​	​ ​ ​	2025
​	​	Company’s
​	​	voting
​	​	rights
​	​	%
Associates		​
Breakpoint Therapeutics GmbH, Hamburg, Germany	​	34.03
Centauri Therapeutics Ltd., Cheshire, UK		22.18
EIR Biotherapies S.r.l., Mirandola (MO), Italy		24.66
Eternygen GmbH, Berlin, Germany*		24.97
Quantro Therapeutics GmbH, Vienna, Austria		38.79
TAG Therapeutics GmbH, Vienna, Austria		20.16
Topas Therapeutics GmbH, Hamburg, Germany		23.86
​	​	​
Other Investments		​
Aeovian Pharmaceuticals Inc., San Francisco, USA		2.32
ArgoBio SAS, Paris, France	​	8.17
Aurobac Therapeutics SAS, Lyon, France		12.50
Autobahn Labs, LLC, Palo Alto, CA USA		10.53
Blacksmith Medicines Inc., San Diego, CA USA		17.97
Cajal Neuroscience Inc., Seattle, USA		1.18
Carma Fund I, Munich, Germany		10.00
Celmatix Inc., New York, USA		7.47
Curie Bio LLC, Boston, USA		0.10
Curie Bio Seed Fund I LP, Boston, USA		2.83
Extend S.r.l., Rome, Italy	​	9.10
Fibrocor LLP, Toronto, Canada	​	16.26
Fibrocor Therapeutics, Inc., Toronto, Canada	​	7.65
IMIDomics Inc., San Rafael, CA, USA	​	6.64
Immunitas Therapeutics Inc.*, Waltham, USA	​	5.54
Leon Nanodrugs GmbH, Munich, Germany	​	3.99
Mission BioCapital V LP, Cambridge, USA	​	3.64
Pluristyx Inc., Seattle, USA		3.79
Sernova Corp., Ontario, Canada	​	4.73
Thelior Bio, Oxford, UK	​	1.18
Tubulis GmbH, Munich, Germany	​	3.33
Verto Therapeutics Inc., Boston, USA	​	4.16
*	in liquidation
---	---

​ F-74

Table of Contents

Evotec Group

Notes to consolidated financial statements for the financial year 2025

The former subsidiary Just — Evotec Biologics EU SAS, Toulouse, France, was sold to Sandoz AG, Basel, Switzerland, effective December 5, 2025. Further information regarding this transaction can be found in Note 3 Significant Transactions.

The former subsidiary Aptuit (Potters Bar) Ltd., Abingdon, UK, was dissolved in 2025.

As of December 30, 2025, the former associate Dark Blue Therapeutics Ltd., Oxford, UK (21.67% of voting rights) was sold.

The investment in Aeovian Pharmaceuticals Inc., San Francisco, USA, (2.32% of voting rights) is held for sale.

As of June 30, 2025, the investment in “OXvax Ltd., Oxford, UK”, (15.33% of voting rights) was liquidated.

As of October 31, 2025, the investment in Carrick Therapeutics Inc, Boston, USA (2.86% of voting rights) was sold.

(d) Management Board

Dr Christian Wojczewski, Chemist, Munich, Germany (CEO),

Dr Cord Dohrmann, Biologist, Göttingen, Germany (Chief Scientific Officer),

Laetitia Rouxel, Business Executive, Clarens, Switzerland (CFO, until February 2025),

Paul Hitchin, Business Executive, Amsterdam, Netherlands (CFO, since March 2025),

Aurélie Dalbiez, Business Executive, Munich, Germany, (Chief People Officer).

The remuneration granted to the members of the Management Board for the financial years 2025 and 2024 are shown below:

​

​	​	​	​	​
in k€	​ ​ ​	2025	​ ​ ​	2024
Short-term employee benefits		5,503	​	4,238
Termination benefits	​	1,506	​	1,360
Stock-based compensation		247	​	(2,231)
Total Remuneration	****	7,256	**** ​	3,367

​

The Members of the Management Board who hold additional memberships in supervisory boards and memberships in comparable governing bodies of enterprises are listed below.

​

Dr Cord Dohrmann
​	Member of the Supervisory Board:
​	Eternygen GmbH, Berlin/Germany* (not listed)
​	Breakpoint Therapeutics, Hamburg/Germany* (not listed)
​	​
* Associated company of Evotec

​ F-75

Table of Contents

Evotec Group

Notes to consolidated financial statements for the financial year 2025

(e) Supervisory Board

Prof. Dr Iris Löw-Friedrich, Chairwoman of the Supervisory Board, Chairwomen of the Remuneration and Nomination Committee and Member of the Audit and Compliance Committee.

Roland Sackers, CFO and Managing Director of QIAGEN N.V. (listed on the Frankfurt Stock Exchange, Swiss Exchange, New York Stock Exchange and Luxembourg Stock Exchange); Vice Chairman of the Supervisory Board and Chairman of the Audit and Compliance Committee.

Camilla Macapili Languille, Deputy CEO of Direct Investments, Mubadala Investment Company (not listed); Member of the Supervisory Board.

Dr Constanze Ulmer-Eilfort Partner in the law firm Peters, Schönberger & Partner (not listed); Member of the Supervisory Board and Chairwoman of the ESG Committee.

Dr Duncan McHale, Founder and Director of Weatherden Ltd. (not listed); Member of the Supervisory Board.

Wesley Wheeler, CEO & Board Director of LabConnect Inc. (not listed); Member of the Supervisory Board. The remuneration accrued of the Supervisory Board in the financial year was as follows:

​

​	​	​	​	​
in k€	​ ​ ​	2025	​ ​ ​	2024
Total remuneration of the supervisory board		670	​	641

​

In the financial years 2025, the compensation per Supervisory Board member amounted to € 65k per year (2024: € 65k). The Chair receives € 125k (2024: € 125k) and its deputy € 105k (2024: € 105k) in the financial year 2025. The members of Supervisory Board committees receive € 15k (2024: € 15k) per committee; the chairperson of a committee receives € 30k (2024: € 30k).

In the financial years 2025 and 2024, there was no share-based remuneration.

The Company has a Directors and Officers liability insurance for the members of the Management Board, the Supervisory Board, its senior management and the directors of the subsidiary companies. An appropriate deductible has been agreed for the members of the Supervisory Board. F-76

Table of Contents

Evotec Group

Notes to consolidated financial statements for the financial year 2025

The members of the Supervisory Board and their additional memberships in supervisory boards and members in comparable governing bodies of enterprises according to Sec 125 (1) sentence 5 AktG are listed in the following:

​
Prof. Dr. Iris Löw-Friedrich
​	Chair of the Company / Supervisory Board:
​	Celosia Therapeutics Pty Ltd., New South Wales/AU (not listed)
​	​
​	Member of the Supervisory Board:
​	Fresenius SE & Co. KGaA, Bad Homburg/Germany (listed on the Frankfurt, Düsseldorf and Munich Stock Exchange)
​	Swedish Orphan Biovitrum AB (SOBI), Stockholm/Sweden (listed on the Stockholm Stock Exchange)
​	Financière de Tubize SA, Brussels/Belgium (listed on Euronext, Brussels)
​	​
Roland Sackers
​	Member of the Board of Directors:
​	Bio Deutschland e.V., Berlin/ Germany (not listed)
​	​
Camilla Macapili Languille
​	Member of the Board of the Directors:
​	Globalfoundries Inc., New York/USA (listed on NASDAQ New York)
​	PCI Pharma Services, Philadelphia/USA (not listed)
​	​
Dr. Constanze Ulmer-Eilfort
​	Member of the Supervisory Board:
​	Affimed NV, Mannheim/Germany (listed on the NASDAQ New York)
​	​
​	Member of the Advisory Board:
​	Proxygen GmbH, Vienna/AT (not listed)
Dr Duncan McHale	​
​
Wesley Wheeler	​
​	Director of the Board:
​	Envirotainer A/S, Stockholm/SE (not listed)
​	Argenta Holdco Limited, London/UK (not listed)
​	​
​	Member of the Board of the Directors:
​	Mallinckrodt Pharmaceuticals, Dublin/IRL (not listed; formerly listed on the NASDAQ)
​	Cairn Therapeutics, Relaeigh/USA (not listed)
​	Belhaven Biopharma, New York/USA (not listed)
​	​

​

​

​ F-77

Table of Contents

Evotec Group

Notes to consolidated financial statements for the financial year 2025

(23) Subsequent events

On March 10, 2026, the Management Board of Evotec SE announced ‘Horizon’, a fundamental realignment of the Evotec business. The program provides for comprehensive restructuring across all areas of the Company, accelerating its transition towards a more agile and focused operating model concentrated on its core drug discovery and preclinical development activities to drive sustainable and profitable growth.

​

The implementation plan includes optimizing the global footprint from 14 to 10 sites over the next two years, establishing scientific Centers of Excellence, and executing workforce adjustments affecting up to 800 positions. Management projects cash restructuring costs of approximately €100 million over the program period 2026 to 2028, in addition to anticipated non - cash asset impairment charges. The majority of the expenses will be for personnel measures. Whilst 2026 is expected to be a transition year with restructuring charges impacting reported results, the Company anticipates initial cost savings to begin materializing during 2026. The expected financial effects are fully reflected in the Company’s 2026 outlook.

​

Hamburg, March 31, 2026

​

​

Dr Christian Wojczewski	​	Aurélie Dalbiez	​	Dr Cord Dohrmann	​	Paul Hitchin

​

​

​ F-78

Exhibit 1.1

​

Non-binding convenience translation

​

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

​

of Evotec SE

​

I.

General Provisions

​

§ 1

Company and Registered Office

​

(1)The name of the Company shall be:

​

Evotec SE.

​

(2)The registered office of the Company shall be in Hamburg.

​

§ 2

Object of the Company

​

(1)

The object of the Company shall be research activities in the field of 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 bio-technological, 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.

​

​

​

Non-binding convenience translation

​

• 2 -

​

§ 4

Public Announcements

​

(1)	The public announcements of the Company shall be published in the Federal Gazette (“Bundesanzeiger”).

​

(2)	Information to the holders of securities of the Company, which are 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 € 177,553,456.00.

​

(2)	The share capital is divided into 177,553,456 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 € 35,437,147.00 by 09 June 2029, with the consent of the Supervisory Board, by issuing at one time or multiple times up to a total of 35,437,147 new ordinary bearer shares without par value (no-par value shares) (Authorised Capital 2024). The shareholders are generally entitled to a subscription right. The new shares can also be taken over by one or several credit institutions subject to the obligation that the shares will be offered to shareholders for purchase.

​

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

​

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

​

​ ​

Non-binding convenience translation

​

• 3 -

​

b)	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;

​

c)

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 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;

​

d)	in the event of a capital increase against cash contributions, insofar as the new shares are placed on a foreign stock exchange in the course of a stock exchange listing;

​

e)	to the extent the new shares are issued in return for contributions in kind, in particular in the form of companies, parts of companies, shareholdings in companies, licences or receivables.

​

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

​

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

​ ​

Non-binding convenience translation

​

• 4 -

​

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

​

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

​

(6)

The share capital of the company is increased by up to € 1,199,929.00 through the issue of up to 1,199,929 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)

The share capital of the Company is increased by up to € 6,000,000.00 through the issue of up to 6,000,000 new ordinary bearer shares of the Company. The conditional capital serves to fulfil subscription rights under the Company’s Share Performance Plan 2022 of the Company to members of the Management Board executives and employees, based on the authorisation resolved by the Annual General Meeting on June 22, 2022, under agenda item 7 a) amended by the resolution of the Annual General Meeting on 3 June 2025. The contingent capital increase will only take place to the extent that holders of subscription rights actually make use of their right to subscribe to company shares. The issue of shares takes place at the exercise price determined according to agenda item 7 a) sub-paragraph 8 of the General Meeting resolution of 22 June 2022 as

​

​ ​

Non-binding convenience translation

​

• 5 -

​

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 manage-ment board of the company, or insofar as the members of the manage-ment affected, the Supervisory Board is authorised to determine further details of the contingent capital increase and its implementation. The Su-pervisory Board is further authorised to alter section 5 of the Articles of Association in line with the respective implementation of the capital in-crease, as well as after expiry of the authorisation or after expiry of the deadline set for exercising the option rights.

​

(8)	(omitted)

​

(9)	(omitted)

​

(10)

The Company’s share capital is conditionally increased by up to € 35,390,530.00 through the issue of up to 35,390,530 new common bearer shares without nominal value (no-par value shares) with a 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 20 June 2023 under agenda item 5, and grant a conversion or option right to new no-par value shares of the Company or designate a conversion obligation.

​

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

​

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

​

​ ​

Non-binding convenience translation

​

• 6 -

​

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 € 378,224.00 through the issue of up to 378,224 new ordinary bearer shares of the Company without par value (no-par value shares). The conditional capital serves the fulfilment of subscription rights that have been issued based on the authorisation resolved by the Annual General Meeting on 9 June 2015 under agenda item 6, letter a) and have been exercised. The conditional capital increase only occurs to the extent that holders of subscription rights make use of their subscription rights for the purchase of shares of the Company. The issue of shares occurs at the exercise price determined pursuant to agenda item 6, letter a), 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 € 4,594,620.00 through the issue of up to 4,594,620 new ordinary bearer shares of the Company without par value (no-par value shares). The conditional capital serves to fulfil subscription rights that have been 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

​

​ ​

Non-binding convenience translation

​

• 7 -

​

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:

​

a)The Management Board (management organ)

​

b)The Supervisory Board (supervisory organ)

​

c)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.

​

(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.

​

​ ​

Non-binding convenience translation

​

• 8 -

​

(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:

​

a)	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;

​

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

​

c)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.

​

​ ​

Non-binding convenience translation

​

• 9 -

​

V.

Supervisory Board

​

§ 9

Composition and Term of Office

​

(1)	The Supervisory Board of the Company consists of 6 members.

​

(2)	If not otherwise specified in the resolution of the Annual General Meeting,

Supervisory Board members who are elected to the Supervisory Board for the first time are appointed for two years. Supervisory Board members who are already members of the Supervisory Board should be elected for three years. Re-election to the Supervisory Board is possible.

​

(3)

For all members of the Supervisory Board, one or more substitute 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.

​

§ 10

Chairman, Vice Chairman

​

(1)

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

​

​ ​

Non-binding convenience translation

​

• 10 -

​

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

​

(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.

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(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.

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(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.

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(5)	Statements and declarations made and received by the Supervisory Board in order to implement the resolutions it has passed, and other

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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.

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(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.

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(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.

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§ 12

Committees of the Supervisory Board

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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.

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§ 13

Compensation

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(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 2024 fiscal year.

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(2)	The fixed annual compensation payable upon expiration of the given fiscal year shall be € 65,000.00 per Supervisory Board member. The Chairman of the Supervisory Board shall be paid € 125,000.00 and the Vice Chairman shall be paid € 105,000.00.

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(3)

Supervisory Board members serving on its committees shall be paid € 15,000.00 per committee membership in addition to the fixed compensation according to paragraph (1); the Chairman of a committee shall be paid € 30,000.00. 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).

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(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

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entire fiscal year, the foregoing sentence shall apply analogously to the compensation applicable to the respective position.

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(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.

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(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.

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§ 14

Confidentiality

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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.

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VI.

Annual General Meeting

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§ 15

Place, Convening and Right of Participation

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(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.

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(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.

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(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.

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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.

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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 close of business of the 22nd 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.

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(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.

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(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

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Management Board make use of this authorisation, detailed information shall be provided in the notice of the Annual General Meeting.

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(8)	The Management Board is authorized, with the approval of the Supervisory Board, to provide for the Annual General Meeting to be held without the physical presence of the shareholders or their proxies at the venue of the Annual General Meeting (virtual Annual General Meeting) for Annual General Meetings held until the end of June 30, 2027.

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(9)

The members of the Supervisory Board, with the exception of the chairman of the meeting, may, in consultation with the Chairman of the Supervisory Board or the chairman of the meeting, participate in the Annual General Meeting by means of video and audio transmission if the relevant member of the Supervisory Board is prevented from physically attending the location of the Annual General Meeting for business reasons, the member of the Supervisory Board is domiciled abroad, attendance at the location of the Annual General Meeting would involve unreasonably long travel times, or the Annual General Meeting is held as a virtual Annual General Meeting.

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§ 16

Chair in the Annual General Meeting, Transmission

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(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.

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(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, and in the case of a virtual Annual General Meeting also their right to ask follow-up questions and their right to ask questions on new matters, to a suitable duration.

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(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.

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§ 17

Adoption of Resolutions in the Annual General Meeting

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

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(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.

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(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 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.

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(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.

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(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.

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VII.

Financial Statements and Appropriation of Distributable Profit

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§ 18

Financial Statements and Appropriation of Distributable Profit

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(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.

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(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.

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VIII.

Final Provisions

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§ 19

Amendments to the Wording of these Articles of Association

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

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§ 20

Formation Expenses

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(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.

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(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.

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Exhibit 2.3

DESCRIPTION OF SECURITIES

The following description sets forth certain material terms and provisions of ordinary shares and American Depositary Shares representing ordinary shares of Evotec SE (“us,” “our,” “we” or the “Company”) that are registered under Section 12 of the U.S. Securities Exchange Act of 1934, as amended. This description also summarizes certain provisions of our articles of association and German law as of the date of the filing of the Annual Report on Form 20-F of which this exhibit forms a part. This summary does not purport to be complete and is qualified in its entirety by the provisions of our articles of association filed as an exhibit to the Annual Report on Form 20-F of which this exhibit is a part, as well as to the applicable provisions of German legislation on stock corporations. We encourage you to read our articles of association and applicable German legislation on stock corporations carefully.

Ordinary Shares

We were incorporated as a company with limited liability (Gesellschaft mit beschränkter Haftung) under the laws of Germany with the name EVOTEC BioSystems GmbH, formerly registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Hamburg, Germany, under the number HRB 54731. On August 7, 1998, we were converted to a German stock corporation (Aktiengesellschaft) under the laws of Germany under the name EVOTEC BioSystems Aktiengesellschaft, formerly registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Hamburg, Germany, under the number HRB 68223. On February 28, 2002, we changed our name into Evotec OAI AG and on June 8, 2005, we changed our name to Evotec AG. On March 29, 2019, the date on which the change of legal form and company was registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Hamburg, Germany, we converted from Evotec AG to a Societas Europaea with the legal name Evotec SE. The principal legislation under which we operate and our shares are issued are the Council Regulation (EC) No 2157/2001 of October 8, 2001 on the Statute for a European company (SE), the German Law 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) (SE-Ausführungsgesetz—SEAG)) and the German Stock Corporation Act (Aktiengesetz), in each case as amended.

We are registered with the commercial register (Handelsregister) of the local court (Amtsgericht) in Hamburg, Germany, under the number HRB 156381.

Our statutory seat is in Hamburg, Germany, and our business address is Essener Bogen 7, 22419 Hamburg, Germany. Copies of our Articles of Association (Satzung) are publicly available from the commercial register (Handelsregister) at the local court of Hamburg, Germany, electronically at www.evotec.com or www.unternehmensregister.de and as an exhibit to this Annual Report.

As of December 31, 2025, our authorized share capital amounts to €213,216,054.00, which consists of 213,216,954 ordinary shares of no-par value bearer shares (Inhaberaktien), of which 177,778,907 are issued and outstanding, each with a notional amount per ordinary share of €1.00.

Form, Certification and Transferability of Shares

The form and contents of our share certificates are determined by our Management Board with the approval of the Supervisory Board. A shareholder’s right to certification of its shares is excluded, to the extent permitted by law and to the extent that certification is not required by the stock exchange on which the shares, rights, or certificates representing them are admitted to trading. We have issued global share certificates that represent multiple or all our shares.

Our shares are freely transferable under German law.

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Anti-takeover Provisions of Our Charter Documents

Under German law, the management board of the target company of a takeover offer generally may not take any action that could prevent the success of the takeover offer, with specific exceptions. Our Articles of Association (Satzung) do not include any provisions that would have a direct effect of delaying, deferring, or preventing a change of control.

However, certain aspects, such as the existence of an authorized capital and a conditional capital, the existence of change of control provisions in the service agreements of the Management Board members, as well as the fact that the Company has two shareholders holding more than 10% of the voting rights, might have an impact on a party’s willingness or ability to carry out a hostile takeover.

Future Changes to the Share Capital

Conditional Capital

Pursuant to our Articles of Association (Satzung), our share capital is conditionally increased for the issuance of new, bearer shares with no par value. The conditional capital may only be used: (i) to the extent that holders of subscription rights under our incentive plans make use of their right to subscribe for new shares in the Company; or (ii) to issue 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 grant a conversion or option right to new no par value shares or designate a conversion obligation against cash contribution, issued by us or our directly or indirectly associated companies.

Preemptive Rights

German law generally provides shareholders with preemptive rights when new shares, convertible bonds, bonds with warrants, profit participation rights or participating bonds are issued. This requirement, however, may also be satisfied by way of a credit institution subscribing for the securities and then offering them to the shareholders for purchase (mittelbares Bezugsrecht).

Further, it is possible for a shareholder resolution approved by three-quarters of the share capital voting on the resolution to exclude preemptive rights both where the general meeting itself resolves that the new securities to be issued and in relation to the authorized capital, i.e., an authorization to the Management Board to, with the consent of the Supervisory Board, resolve on the issuance of new securities; provided, however, that in each case the exclusion or the authorization to so exclude preemptive rights, respectively, must be justified by specific facts, in accordance with established case law of the German Federal Court of Justice (BGH). The German Federal Court of Justice (BGH) considers the exclusion of subscription rights justified if it (i) serves a purpose in the company’s interests, (ii) is suitable for attaining such purpose, and (iii) is necessary and appropriate. Additionally, the management board must submit a written report to the shareholders’ meeting in which it presents the reasons for the exclusion of the subscription rights.

Accordingly, under our Articles of Association (Satzung), the Management Board may, with the consent of the Supervisory Board, exclude such preemptive rights in a capital increase from the authorized capital in the following circumstances:

◾	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.
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◾	to the extent that the new shares are issued in return for cash contributions and the proportional share of the share capital that applies to the shares to be newly issued does not in the aggregate exceed the amount of a total of 10% of the share capital existing at the time of effectiveness and at the time of the first exercise of this authorization for precluded subscriptions, 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, insofar as the new shares are placed on a foreign stock exchange in the course of a stock exchange listing; and
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◾	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, licenses or receivables.
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The total number of new shares issued from the authorized capital and under exclusion of subscription rights pursuant to aforementioned bullets above may not exceed 10% of the share capital, either at the time this authorization takes effect or at the time it is first exercised. Also counted towards the 10% limit are treasury shares sold during the period of this authorization until new shares without subscription rights are issued excluding subscription rights, and those shares that are issued or will be issued for the purpose of servicing convertible and/or warrant-linked bonds and/or option obligations, insofar as the financial instruments are issued during the period of this authorization until new shares without subscription rights are issued excluding the shareholders’ subscription rights. After authorization to exclude subscription rights has been exercised and counted towards the 10% limit, the shares are no longer counted if and insofar as the Annual General Meeting renews the authorization to exclude subscription rights.

Shareholders’ Meetings and Voting Rights

Pursuant to our Articles of Association (Satzung), shareholders’ meetings may be held at our seat or in any municipality in Germany with more than 100,000 inhabitants or in any other German city where a stock exchange is located. Generally, shareholders’ meetings are convened by our Management Board, or our Supervisory Board. Shareholders representing in the aggregate at least five percent of our shares may, subject to certain formal prerequisites, request that a shareholders’ meeting be convened. Shareholders representing in the aggregate at least five percent of our shares or owning shares with an aggregate nominal value of at least €500,000 may request the addition of one or several items to the agenda of any shareholders’ meeting. Invitations to shareholders’ meetings must be published in the German Federal Gazette (Bundesanzeiger) at least 36 days before the shareholders’ meeting.

Shareholders may participate in and vote in the shareholders’ meeting if they are registered as a shareholder with the Company’s share register. A shareholder who wishes to attend the shareholders’ meeting—either in person or by proxy, which may also be appointed by us (Stimmrechtsvertreter)—must register for the meeting, which registration must occur no later than six days before the meeting (or at a later date, if so determined by our Management Board).

Each share carries one vote at a shareholder’s meeting. Resolutions are, in accordance with our Articles of Association (Satzung), generally taken by simple majority of the votes cast. However, under applicable German and European law, a number of resolutions must be passed by either a three- quarter majority of the votes cast, or a three-quarter majority of the share capital represented at the meeting. The fact that in these cases the quorum is determined in relation to the share capital or shares present (as opposed to, for example, all shares eligible to vote) means that holders of a minority of our shares could potentially control the outcome of resolutions.

Claims against Directors and Shareholders’ Derivative Actions

Under German law, generally, the company, rather than its shareholders, is the proper claimant in an action with respect to a wrong committed against the company, or in cases where there is an irregularity in the company’s internal management or supervision. Therefore, such claims may only be raised by the company represented by its management board, or, in the case of a wrong committed by a member of the Management Board, by the

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Supervisory Board. This concerns, in particular, claims against members of the Management Board or the Supervisory Board.

However, pursuant to German case law, the Supervisory Board is obliged to pursue the company’s claims against the Management Board, unless the interest of the company keeps them from doing so. Further, the Management Board, or, if a claim is against a member of the Management Board, the Supervisory Board, is obliged to pursue the company’s claims against the designated individuals if so, resolved by a simple majority of votes cast during a shareholders’ meeting. With a simple majority of votes, shareholders can also request that a representative pursue the claim on behalf of the company. The court may appoint such a representative upon the request of shareholders holding at least 10% of the company’s share capital or a participation of at least €1,000,000 in the share capital.

If the company is unable to fulfill its third-party obligations, the company’s creditors may pursue the company’s damage claims against members of the Management Board for certain wrongdoings.

Under certain circumstances, shareholders can bring forward damage claims of the company against its management on their own behalf. In order to bring forward such a claim one shareholder alone or together with other shareholders needs to hold at least 1% of the company’s share capital or a participation of €100,000 in the share capital. Additionally, the claimant(s) must comply with special claim approval procedures conducted before a competent court which will allow the pertinent request only if there are circumstances justifying the assumption that damage has been afflicted on the company by improper conduct or a gross breach of the law or the articles of association.

Dividend Rights

Under German law, we may pay dividends only from the distributable profit (Bilanzgewinn) reflected in our unconsolidated financial statements (as opposed to the consolidated financial statements for us and our subsidiaries) prepared in accordance with the principles set forth in the German Commercial Code (Handelsgesetzbuch) and adopted by our Management Board (Vorstand) and the Supervisory Board (Aufsichtsrat), or, as the case may be, by our shareholders in a general shareholders’ meeting. In addition, under German law we may not pay dividends before annual profits exceed the losses carried forward.

The distribution of dividends on shares for a given fiscal year is then generally determined by a process in which the Management Board and Supervisory Board submit a proposal to the company’s annual general shareholders’ meeting held in the subsequent fiscal year and such annual general shareholders’ meeting adopts a resolution.

Shareholders generally participate in profit distributions in proportion to the number of shares they hold. Dividends on shares resolved by the general shareholders’ meeting are paid annually, shortly after the general shareholders’ meeting, in compliance with the rules of the respective clearing system. Dividend payment claims are subject to a three-year statute of limitation in the company’s favor.

Authorization to Purchase and Sell Our Own Shares

We may not purchase our own shares unless authorized by the shareholders’ meeting or in other very limited circumstances as set out in the German Stock Corporation Act. We made use of such authorization in 2025 pursuant to Section 71 para 1 number 2 German Stock Corporation Act.

Squeeze-Out of Minority Shareholders

Under German law, the shareholders’ meeting of a stock corporation may resolve, upon request of a shareholder that holds at least 95% of the share capital, that the shares held by any remaining minority shareholders be transferred to the majority shareholder against payment of “adequate cash compensation” (Ausschluss von Minderheitsaktionären). This amount must take into account the full value of the company at the time of the resolution, which is generally determined using the future earnings value method (Ertragswertmethode).

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A squeeze-out following a (mandatory) takeover offer (übernahmerechtlicher Squeeze-Out) also requires a majority shareholder to hold at least 95% of the share capital. A squeeze-out in the context of a merger (umwandlungsrechtlicher Squeeze-Out), however, only requires a majority shareholder to hold at least 90% of the share capital.

Liquidation Rights

Apart from liquidation, e.g., as a result of insolvency proceedings, we may be liquidated with a vote of the holders of at least three-quarters of the share capital represented at the shareholders’ meeting at which such a vote is taken. If we are liquidated, any assets remaining after all of our liabilities have been paid off would be distributed among our shareholders in proportion to their holdings in accordance with German statutory law. The German Stock Corporation Act provides certain protections for creditors which must be observed in the event of liquidation.

Differences in Corporate Law

The applicable provisions of the SE Regulation in conjunction with the German Stock Corporation Act as applied to a European stock corporation that has its legal seat in Germany differ from laws applicable to U.S. corporations and their shareholders. Set forth below is a summary of certain differences between the provisions of the SE Regulation in conjunction with the German Stock Corporation Act applicable to us and the General Corporation Law of the State of Delaware relating to shareholders’ rights and protections. This summary is not intended to be a complete discussion of the respective rights, and it is qualified in its entirety by reference to Delaware law and European and German law.

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​	​ ​ ​	European Union / Federal Republic of Germany	​ ​ ​	Delaware
Board System	​	A European stock corporation may choose to have a two-tier board structure composed of the Management Board (Vorstand) and the Supervisory Board (Aufsichtsrat) or a one-tiered board structure composed of the Administrative Board (Verwaltungsrat) and the Managing Directors (geschäftsführende Direktoren). We have chosen the two-tiered board structure. The Management Board is responsible for running the company’s affairs and representing the company in dealings with third parties. The Supervisory Board of a European stock corporation under German law has a control and supervisory function. The Supervisory Board does not actively manage the company, but certain Management Board actions require the approval of the Supervisory Board.	​	Under Delaware law, a corporation has a unitary board structure, and it is the responsibility of the board of directors to appoint and oversee the management of the corporation on behalf of and in the best interests of the stockholders of the corporation. Management is responsible for running the corporation and overseeing its day-to-day operations.
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Appointment and Number of Directors	​	Under applicable European and German law, a European stock	​	Under Delaware law, a corporation must have at least

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​	​ ​ ​	European Union / Federal Republic of Germany	​ ​ ​	Delaware
​	​	corporation governed by German law with a share capital of at least €3 million generally must have at least two members on its Management Board and the number of members shall be determined by or in the manner provided in the company’s articles of association. The Supervisory Board must consist of at least three but— depending on the share capital— no more than 21 Supervisory Board members, whereby the number of Supervisory Board members must be divisible by three if this is necessary for the fulfilment of co-determination requirements. The articles of association of the company must specify if the Supervisory Board has more than three members. Supervisory Board members are either appointed by the shareholders’ meeting or delegated by one or more individual shareholders if so provided for in the company’s articles of association. If the Supervisory Board consists of fewer members than is required to meet the quorum for resolutions (either statutory or pursuant to the company’s articles of association), a competent court may appoint additional members as needed to meet the quorum. The provisions of German law in relation to employees’ co-determination do not apply to the Company.	​	one director and the number of directors shall be fixed by or in the manner provided in the bylaws.
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Removal of Directors	​	Members of the Management Board of a European stock corporation are appointed by the Supervisory Board for a maximum period of six years with an opportunity to be reelected. The articles of association may provide for a shorter term, which in our case is up to five years. The members of the Management	​	Under Delaware law, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors, except (i) unless the certificate of incorporation provides otherwise, in the case of a corporation whose board of

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​	​ ​ ​	European Union / Federal Republic of Germany	​ ​ ​	Delaware
​	​	Board may be reelected, even repeatedly. The Supervisory Board may remove a member of the Management Board prior to the expiration of his or her term only for cause, such as gross breach of duties (grobe Pflichtverletzung), the inability to manage the business properly (Unfähigkeit zur ordnungsgemäßen Pflichtausübung) or a vote of no-confidence during the shareholders’ meeting (Vertrauensentzug). The shareholders themselves are not entitled to appoint or dismiss the members of the Management Board. Under European law, a member of the Supervisory Board of a company may be elected for a term of up to six years. The articles of association may provide for a shorter term. Our Supervisory Board members are, if the general meeting does not resolve in a shorter term, elected for a period up to the end of the general meeting deciding on the discharge for the fourth financial year after the election. Reelection, including repeated reelection, is permissible. Members of the Supervisory Board may be removed with or without cause by way of a general meeting resolution, with the applicable majority requirement depending on the relevant company’s articles of association.	​	directors is classified, stockholders may effect such removal only for cause; or (ii) in the case of a corporation having cumulative voting, if less than the entire board of directors is to be removed, no director may be removed without cause if the votes cast against his removal would be sufficient to elect him if then cumulatively voted at an election of the entire board of directors, or, if there are classes of directors, at an election of the class of directors of which he is a part.
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Vacancies on the Board of Directors	​	Under the law, vacant positions on the Management Board are filled by the Supervisory Board in accordance with the general rules of appointment, which provide that vacancies are filled by the simple majority of votes of Supervisory Board members present or represented by proxy at the vote (with, under certain circumstances, the chairperson	​	Under Delaware law, vacancies and newly created directorships may be filled by a majority of the directors then in office (even though less than a quorum) or by a sole remaining director unless (i) otherwise provided in the certificate of incorporation or by laws of the corporation or (ii) the certificate of incorporation directs that a
​	​ ​ ​	European Union / Federal Republic of Germany	​ ​ ​	Delaware
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​	​	having a casting vote), unless otherwise provided by the company’s articles of association. In case of emergencies, a vacant position on the Management Board may be filled by an individual appointed by the court. Vacant positions on the Supervisory Board are filled in accordance with the general rules of appointment.	​	particular class of stock is to elect such director, in which case a majority of the other directors elected by such class, or a sole remaining director elected by such class, will fill such vacancy.
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Annual General Meeting	​	A European stock corporation which is governed by German law must hold an annual shareholders’ meeting within six months of the end of its fiscal year. The annual shareholders’ meeting must be held at a location determined by the articles of association. If the articles of association do not provide for a specific location, the shareholders’ meeting shall be held at the company’s seat or, if applicable, at the venue (in Germany) where its shares are listed.	​	Under Delaware law, the annual meeting of stockholders shall be held at such place, on such date and at such time as may be designated from time to time by the board of directors or as provided in the certificate of incorporation or by the bylaws.
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General Meeting	​	Under the law, extraordinary shareholders’ meetings, in addition to the annual shareholders’ meetings, may be called by either the Management Board, or by the Supervisory Board. Shareholders holding at least 5% of the company’s share capital are entitled to request that an extraordinary shareholders’ meeting be convened. In the event that the meeting is not then so convened, a competent court may order that the meeting be convened or authorize the shareholders or their representative to convene the meeting themselves.	​	Under Delaware law, special meetings of the stockholders may be called by the board of directors or by such person or persons as may be authorized by the certificate of incorporation or by the bylaws.
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Notice of General Meetings	​	Under applicable European and German law, unless a longer period is otherwise provided for in the articles of association or applies because of registration requirements stipulated in the	​	Under Delaware law, unless otherwise provided in the certificate of incorporation or bylaws, written notice of any meeting of the stockholders must be given to each

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​	​ ​ ​	European Union / Federal Republic of<br>Germany	​ ​ ​	Delaware
​	​	articles of association, the shareholders must be given at least 30 days’ advance notice of the shareholders’ meeting. Such notices must at least specify the name of the company, the statutory seat of the company, and the location, date and time of the shareholders’ meeting. In addition, the invitation must contain the agenda items as well as the Management Board’s and the Supervisory Board’s voting proposal for each agenda item and, depending on the circumstances, certain further information. If all shareholders entitled to attend the shareholders’ meeting are present or represented and do not object to the meeting being held, the formalities of calling and holding of a shareholders’ meeting do not apply.	​	stockholder entitled to vote at the meeting not less than ten nor more than 60 days before the date of the meeting and shall specify the place, date, hour, and purpose or purposes of the meeting.
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Proxy	​	A shareholder may designate another person to attend, speak and vote at a shareholders’ meeting of the company on such shareholders’ behalf by proxy. With respect to Management Board meetings, a Management Board member may transmit its (written or verbal) vote via another Management Board member. With respect to Supervisory Board meetings, a Supervisory Board member may participate in voting by issuing a written vote to another Supervisory Board member or any third party entitled to attend the Supervisory Board meeting.	​	Under Delaware law, at any meeting of stockholders, a stockholder may designate another person to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A director of a Delaware corporation may not issue a proxy representing the director’s vote (written or verbal) via another Management Board member.
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Preemptive Rights	​	Under the law applicable to European stock corporations governed by German law, existing shareholders have a statutory subscription right for any	​	Under Delaware law, stockholders have no preemptive rights to subscribe to additional issues of stock or to any security convertible into

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​	​	​	​	​
​	​ ​ ​	European Union / Federal Republic of<br>Germany	​ ​ ​	Delaware
​	​	additional issue of shares or any security convertible into shares pro rata to the nominal value of their respective holdings in the company, unless (i) shareholders representing three-quarters of the registered share capital present at the shareholders’ meeting have resolved upon the whole or partial exclusion of the subscription right and (ii) there exists good and objective cause for such exclusion. No separate resolution on the exclusion of subscription rights is required if all shareholders waive their statutory subscription rights.	​	such stock unless, and except to the extent that, such rights are expressly provided for in the certificate of incorporation.
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Authority to Allot	​	Under applicable European and German law, the Management Board may not allot shares, grant rights to subscribe for or to convert any security into shares unless a shareholder resolution to that effect has been passed at the company’s shareholders’ meeting granting the Management Board with such authority—subject to the approval of the Supervisory Board—in each case in accordance with the provisions of the German Stock Corporation Act.	​	Under Delaware law, if the corporation’s certificate of incorporation so provides, the board of directors has the power to authorize the issuance of stock. It may authorize capital stock to be issued for consideration consisting of cash, any tangible or intangible property or any benefit to the corporation or any combination thereof. It may determine the amount of such consideration by approving a formula. In the absence of actual fraud in the transaction, the judgment of the directors as to the value of such consideration is conclusive.
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Liability of Directors and Officers	​	Under German law, any provision, whether contained in the company’s articles of association or any contract or otherwise, that purports to exempt a Management or Supervisory Board member from any liability that would otherwise attach to such board member in connection with any negligence, default, breach of duty or breach of trust in relation to the company is void. Under German law, members of both the Management Board and members of the Supervisory Board are liable to the company,	​	Under Delaware law, a corporation’s certificate of incorporation may include a provision eliminating or limiting the personal liability of a director to the corporation and its stockholders for damages arising from a breach of fiduciary duty as a director. However, no provision can limit the liability of a director for:<br><br>●<br><br>any breach of the director’s duty of loyalty to the corporation or its stockholders;

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​	​ ​ ​	European Union / Federal Republic of Germany	​ ​ ​	Delaware
​	​	and in certain cases, to third parties or shareholders, for any damage caused to them due to a breach of such member’s duty of care. Apart from insolvency or special circumstances, only the company has the right to claim damages from members of either board. The company may waive claims for damages against a negligent Management or Supervisory Board member only after the expiry of three years and only if the shareholders approve the waiver or settlement at a shareholders’ meeting with a simple majority of the votes cast, provided that no shareholders who in the aggregate hold one-tenth or more of our share capital oppose the waiver or settlement and have their opposition formally recorded in the meeting’s minutes maintained by a German civil law notary.	​	●<br><br>acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law.<br><br>●<br><br>intentional or negligent payment of unlawful dividends or stock purchases or redemptions; or<br><br>●<br><br>any transaction from which the director derives an improper personal benefit.
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Voting Rights	​	Under the relevant European and German law, each share, except for statutory non-voting preferred shares (nicht stimmberechtigte Vorzugsaktien), entitles its holder to vote at the shareholders’ meeting with, in the case of no-par value shares, each share conferring one vote. While German law does not provide for a minimum attendance quorum for shareholders’ meetings, the company’s articles of association may so provide. In general, resolutions adopted at a shareholders’ meeting may be. passed by a simple majority of votes cast, unless a higher majority is required by law or under the company’s articles of association.	​	Delaware law provides that, unless otherwise provided in the certificate of incorporation, each stockholder is entitled to one vote for each share of capital stock held by such stockholder.
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Shareholder Vote on Certain Transactions	​	Under applicable European and German law, certain shareholders’ resolutions of fundamental importance require the vote of at least three-quarters of the share	​	Generally, under Delaware law, unless the certificate of incorporation provides for the vote of a larger portion of the stock, completion of a merger,

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​	​ ​ ​	European Union / Federal Republic of <br>Germany	​ ​ ​	Delaware
​	​	capital present or represented in the voting at the time of adoption of the resolution. Resolutions of fundamental importance include, in particular, capital increases with exclusion of subscription rights, capital decreases, the creation of authorized or conditional share capital, the dissolution of a company, a merger into or with another company, split-offs and split-ups, the conclusion of inter- company agreements (Unternehmensverträge), in particular domination agreements (Beherrschungsverträge) and profit and loss transfer agreements (Ergebnisabführungsverträge).	​	consolidation, sale, lease or exchange of all or substantially all of a corporation’s assets or dissolution requires:<br><br>●<br><br>the approval of the board of directors; and<br><br>●<br><br>approval by the vote of the holders of a majority of the outstanding stock or, if the certificate of incorporation provides for more or less than one vote per share, a majority of the votes of the outstanding stock of a corporation entitled to vote on the matter.
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Standard of Conduct for Directors	​	Under applicable European and German law, both Management and Supervisory Board members must conduct their affairs with “the care and diligence of a prudent businessman” and act in the best interest of the company. The scope of the fiduciary duties of Management and Supervisory Board members is generally determined by European and German legislation and by the courts. Statutory and fiduciary duties of members of the Management Board to the company include, among others:<br><br>●<br><br>to act in accordance with the law, the company’s articles of association and the rules of procedure for the Management Board, if any.<br><br>●<br><br>to report to the Supervisory Board on a regular basis as well as on certain important occasions.<br><br>●<br><br>to exercise reasonable care, skill and diligence.<br><br>●<br><br>to maintain a proper accounting system;	​	Delaware law does not contain specific provisions setting forth the standard of conduct of a director. The scope of the fiduciary duties of directors is generally determined by the courts of the State of Delaware. In general, directors have a duty to act without self- interest, on a well-informed basis and in a manner, they reasonably believe to be in the best interest of the stockholders. Directors of a Delaware corporation owe fiduciary duties of care and loyalty to the corporation and to its stockholders. The duty of care generally requires that a director acts in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself of all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director act in a manner he reasonably believes to be in the best interests of the corporation. He must not use his corporate position for personal gain or advantage. In general, but

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​	​	​	​	​
​	​ ​ ​	European Union / Federal Republic of Germany	​ ​ ​	Delaware
​	​	●<br><br>to not compete, directly or indirectly, with the company without permission by the supervisory board; and<br><br>●<br><br>to secure that no further transactions are made in case of insolvency.<br><br>Statutory and fiduciary duties of members of the Supervisory Board to the company include, among others:<br><br>●<br><br>to effectively supervise the Management Board’s handling of the company’s affairs.<br><br>●<br><br>to evaluate and issue a resolution on certain transactions which can only be conducted by the Management Board after approval of the Supervisory Board.<br><br>●<br><br>to approve the company’s financial statements.<br><br>●<br><br>to appoint the Management Board members and to represent the company in transactions between the company and members of the Management Board; and<br><br>●<br><br>to approve service contracts between individual members of the Supervisory Board and the company.	​	subject to certain exceptions, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Delaware courts have also imposed a heightened standard of conduct upon directors of a Delaware corporation who take any action designed to defeat a threatened change in control of the corporation. In addition, under Delaware law, when the board of directors of a Delaware corporation approves the sale or break-up of a corporation, the board of directors may, in certain circumstances, have a duty to obtain the highest value reasonably available to the stockholders.
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Stockholder Actions	​	Under German law, generally, the company, rather than its shareholders, is the proper claimant in an action with respect to a wrong committed against the company, or in cases where there is an irregularity in the company’s internal management or supervision. Therefore, such claims may only be raised by the company represented by its Management Board, or, in the case of a wrong committed by a	​	Under Delaware law, a stockholder may initiate a derivative action to enforce a right of a corporation if the corporation fails to enforce the right itself. The complaint must:<br><br>●<br><br>state that the plaintiff was a stockholder at the time of the transaction of which the plaintiff complains or that the plaintiff’s share thereafter devolved on the

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​	​ ​ ​	European Union / Federal Republic of Germany	​ ​ ​	Delaware
​	​	member of the Management Board, by the Supervisory Board. Additionally, pursuant to German case law, the Supervisory Board is obliged to pursue the company’s claims against the Management Board, unless the interest of the company keeps them from doing so. The Management Board, or, if a claim is against a member of the Management Board, the Supervisory Board, is obliged to pursue the company’s claims against the designated individuals if so, resolved by a simple majority of votes cast during a shareholders’ meeting. With a simple majority of votes, shareholders can request that a representative pursue the claim on behalf of the company. If the company is unable to fulfill its third-party obligations, the company’s creditors may pursue the company’s damage claims against members of the Management Board for certain wrongdoings. Under certain circumstances, shareholders can bring forward damage claims of the company against its management on their own behalf. In order to bring forward such a claim one shareholder alone or together with other shareholders needs to hold at least one percent of the company’s share capital or a participation of €100,000 in the share capital. Additionally, the claimant(s) need(s) to pass through special claim approval procedures.	​	plaintiff by operation of law; and<br><br>●<br><br>either (i) allege with particularity the efforts made by the plaintiff to obtain the action the plaintiff desires from the directors and the reasons for the plaintiff’s failure to obtain the action, or (ii) or state the reasons for not making the effort.<br><br>Additionally, the plaintiff must remain a stockholder through the duration of the derivative suit. The action will not be dismissed or compromised without the approval of the Delaware Court of Chancery.

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American Depositary Shares

JPMorgan Chase Bank, N.A., as depositary, registers and delivers the American Depositary Shares, or the ADSs. Each ADS represents one-half of one share (or a right to receive one share) deposited with BNP Paribas (Deutschland) OHG as custodian for the depositary in Germany. Each ADS represents any other securities, cash or other property which may be held by the depositary. The deposited shares together with any other securities, cash or other property held by the depositary are referred to as the deposited securities. The depositary’s office at which the ADSs will be administered, and its principal executive office are located at 270 Park Avenue, Floor 8, New York, NY 10017. You may hold ADSs either (i) directly (a) by having an American Depositary Receipt, or an ADR, which is a certificate evidencing a specific number of ADSs registered in your name, or (b) by having uncertificated ADSs registered in your name, or (ii) indirectly by holding a security entitlement in ADSs through your broker or other financial institution that is a direct or indirect participant in The Depository Trust Company (“DTC”). If you hold ADSs directly, you are a registered ADS holder, or an ADS holder. This description assumes you are an ADS

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holder. If you hold the ADSs indirectly, you must rely on the procedures of your broker or other financial institution to assert the rights of ADS holders described in this section. You should consult with your broker or financial institution to find out what those procedures are.

Registered holders of uncertificated ADSs will receive statements from the depositary confirming their holdings.

As an ADS holder, we will not treat you as one of our shareholders and you will not have shareholder rights. European and German law governs shareholder rights. The depositary will be the holder of the shares underlying your ADSs. As a registered holder of ADSs, you will have ADS holder rights. A deposit agreement among us, the depositary, ADS holders and all other persons indirectly or beneficially holding ADSs sets out ADS holder rights as well as the rights and obligations of the depositary. New York law governs the deposit agreement and the ADSs.

The following is a summary of the material provisions of the deposit agreement. For more complete information, you should read the entire deposit agreement and the form of ADS. Those documents are filed as exhibits to the Annual Report which this forms a part.

Dividends and Other Distributions

How will ADS holders receive dividends and other distributions on the shares?

The depositary has agreed to pay or distribute to ADS holders the cash dividends or other distributions it or the custodian receives on shares or other deposited securities, upon payment or deduction of its fees and expenses. You will receive these distributions in proportion to the number of shares your ADSs represent.

Cash. The depositary will convert any cash dividend or other cash distribution we pay on the shares into U.S. dollars, if it can do so on a reasonable basis and can transfer the U.S. dollars to the United States. If that is not possible or if any government approval is needed and cannot be obtained, the deposit agreement allows the depositary to distribute the foreign currency only to those ADS holders to whom it is possible to do so. It will hold the foreign currency it cannot convert for the account of the ADS holders who have not been paid. It will not invest the foreign currency, and it will not be liable for any interest.

Before making a distribution, any withholding taxes, or other governmental charges that must be paid will be deducted. The depositary will distribute only whole U.S. dollars and cents and will round fractional cents to the nearest whole cent. If the exchange rates fluctuate during a time when the depositary cannot convert the foreign currency, you may lose some of the value of the distribution.

Shares. The depositary may distribute additional ADSs representing any shares we distribute as a dividend or free distribution. The depositary will only distribute whole ADSs. It will sell shares which would require it to deliver a fraction of an ADS (or ADSs representing those shares) and distribute the net proceeds in the same way as it does with cash. If the depositary does not distribute additional ADSs, the outstanding ADSs will also represent the new shares. The depositary may sell a portion of the distributed shares (or ADSs representing those shares) sufficient to pay its fees and expenses in connection with that distribution.

Rights to purchase additional shares. If we offer holders of our securities any rights to subscribe for additional shares or any other rights, the depositary may (i) exercise those rights on behalf of ADS holders, (ii) distribute those rights to ADS holders or (iii) sell those rights and distribute the net proceeds to ADS holders, in each case after deduction or upon payment of its fees and expenses. To the extent the depositary does not do any of those things, it will allow the rights to lapse. In that case, you will receive no value for them. The depositary will exercise or distribute rights only if we ask it to and provide satisfactory assurances to the depositary that it is legal to do so. If the depositary exercises rights, it will purchase the securities to which the rights relate and distribute those securities or, in the case of shares, new ADSs representing the new shares, to subscribing ADS holders, but only if ADS holders have paid the exercise price to the depositary. U.S. securities laws may restrict the ability of the depositary to distribute rights or ADSs or other securities issued on exercise of rights to all or certain ADS holders, and the securities distributed may be subject to restrictions on transfer.

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Other Distributions. The depositary will send to ADS holders anything else we distribute on deposited securities by any means it thinks is equitable and practicable. If it cannot make the distribution in that way, the depositary has a choice. It may decide to sell what we distributed and distribute the net proceeds, in the same way as it does with cash. Or it may decide to hold what we distributed, in which case ADSs will also represent the newly distributed property. However, the depositary is not required to distribute any securities (other than ADSs) to ADS holders unless it receives satisfactory evidence from us that it is legal to make that distribution. The depositary may sell a portion of the distributed securities or property sufficient to pay its fees and expenses in connection with that distribution. U.S. securities laws may restrict the ability of the depositary to distribute securities to all or certain ADS holders, and the securities distributed may be subject to restrictions on transfer.

The depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any ADS holders. We have no obligation to register ADSs, shares, rights or other securities under the Securities Act. We also have no obligation to take any other action to permit the distribution of ADSs, shares, rights or anything else to ADS holders. This means that you may not receive the distributions we make on our shares or any value for them if it is illegal or impractical for us to make them available to you.

Deposit, Withdrawal and Cancellation

How are ADSs issued?

The depositary will deliver ADSs if you or your broker deposits shares or evidence of rights to receive shares with the custodian. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the depositary will register the appropriate number of ADSs in the names you request and will deliver the ADSs to or upon the order of the person or persons that made the deposit.

How can ADS holders withdraw the deposited securities?

You may surrender your ADSs to the depositary for the purpose of withdrawal. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the depositary will deliver the shares and any other deposited securities underlying the ADSs to the ADS holder or a person the ADS holder designates at the office of the custodian. Or, at your request, risk and expense, the depositary will deliver the deposited securities at its office, if feasible. However, the depositary is not required to accept surrender of ADSs to the extent it would require delivery of a fraction of a deposited share or other security. The depositary may charge you a fee and its expenses for instructing the custodian regarding delivery of deposited securities.

How do ADS holders interchange between certificated ADSs and uncertificated ADSs?

You may surrender your ADR to the depositary for the purpose of exchanging your ADR for uncertificated ADSs. The depositary will cancel that ADR and will send to the ADS holder a statement confirming that the ADS holder is the registered holder of uncertificated ADSs. Upon receipt by the depositary of a proper instruction from a registered holder of uncertificated ADSs requesting the exchange of uncertificated ADSs for certificated ADSs, the depositary will execute and deliver to the ADS holder an ADR evidencing those ADSs.

Voting Rights

How do ADS holders vote?

ADS holders may instruct the depositary how to vote the number of deposited shares their ADSs represent. If we request the depositary to solicit your voting instructions (and we are not required to do so), the depositary will notify you of a shareholders’ meeting and send or make voting materials available to you. Those materials will describe the matters to be voted on and explain how ADS holders may instruct the depositary how to vote. For instructions to be valid, they must reach the depositary by a date set by the depositary. The depositary will try, as far as practical, subject to the laws of the State of New York and the provisions of our articles of association or similar documents, to vote or to have its agents vote the shares or other deposited securities as instructed by ADS holders. If we do not

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request the depositary to solicit your voting instructions, you can still send voting instructions, and, in that case, the depositary may try to vote as you instruct, but it is not required to do so.

Except by instructing the depositary as described above, you will not be able to exercise voting rights unless you surrender your ADSs and withdraw the shares. However, you may not know about the meeting enough in advance to withdraw the shares. In any event, the depositary will not exercise any discretion in voting deposited securities and it will only vote or attempt to vote as instructed or as described in the following sentence. If (i) we asked the depositary to solicit your instructions at least 30 days before the meeting date, (ii) the depositary does not receive voting instructions from you by the specified date and (iii) we confirm to the depositary that:

◾	We wish the depositary to vote uninstructed shares.
◾	we reasonably do not know of any substantial shareholder opposition to a particular question; and
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◾	the particular question is not materially averse to the interests of shareholders; the depositary will consider you to have authorized and directed it to vote the number of deposited securities represented by your ADSs in favor of any resolution that we proposed in the invitation to the shareholders’ meeting.
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We cannot assure you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote your shares. In addition, the depositary and its agents are not responsible for failing to carry out voting instructions or for the manner of carrying out voting instructions. This means that you may not be able to exercise voting rights and there may be nothing you can do if your shares are not voted as you requested.

In order to give you a reasonable opportunity to instruct the depositary as to the exercise of voting rights relating to deposited securities, if we request the depositary to act, we agree to give the depositary notice of any such meeting and details concerning the matters to be voted upon at least 30 days in advance of the meeting date.

Fees and Expenses

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Persons depositing or withdrawing shares or ADS holders must pay:	​ ​ ​	For:
$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)	​	Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates
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$0.05 (or less) per ADS	​	Any cash distribution to ADS holders
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A fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for issuance of ADSs an aggregate fee of U.S.$0.05 or less per ADS per calendar year (or portion thereof)	​	Distribution of securities distributed to holders of deposited securities (including rights) that are distributed by the depositary to ADS holders For services performed by the Depositary in administering the ADSs
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Registration or transfer fees	​	Depositary services Transfer and registration of shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw shares
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Charges of the depositary Fees of the depositary	​	SWIFT, cable and facsimile transmissions and delivery charges. including a cancellation transaction fee of $15.00 will be charged per cancellation request (when expressly provided in the deposit agreement) Converting foreign currency to U.S. dollars, as disclosed on adr.com

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Taxes and other governmental charges the depositary or the custodian have to pay on any ADSs or shares underlying ADSs, such as stock transfer taxes, stamp duty or withholding taxes	​ ​ ​	As necessary
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Any charges incurred by the depositary or its agents for servicing the deposited securities	​	As necessary

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The depositary collects its fees for delivery and surrenders of ADSs directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary may collect its annual fee for depositary services by deduction from cash distributions or by directly billing investors or by charging the book-entry system accounts of participants acting for them. The depositary may collect any or all of its fees by deduction from any cash distribution payable (or by selling a portion of securities or other property distributable) to ADS holders that are obligated to pay those fees. The depositary may generally refuse to provide fee-attracting services until its fees for those services are paid.

From time to time, the depositary may make payments to us to reimburse us for costs and expenses generally arising out of establishment and maintenance of the ADS program, waive fees and expenses for services provided to us by the depositary or share revenue from the fees collected from ADS holders. In performing its duties under the deposit agreement, the depositary may use brokers, dealers, foreign currency dealers or other service providers that are owned by or affiliated with the depositary and that may earn or share fees, spreads or commissions.

The depositary may convert currency itself or through any of its affiliates and, in those cases, acts as principal for its own account and not as agent, advisor, broker or fiduciary on behalf of any other person and earns revenue, including, without limitation, transaction spreads, that it will retain for its own account. The revenue is based on, among other things, the difference between the exchange rate assigned to the currency conversion made under the deposit agreement and the rate that the depositary or its affiliate receives when buying or selling foreign currency for its own account. The depositary makes no representation that the exchange rate used or obtained in any currency conversion under the deposit agreement will be the most favorable rate that could be obtained at the time or that the method by which that rate will be determined will be the most favorable to ADS holders, subject to the depositary’s obligations under the deposit agreement. The methodology used to determine exchange rates used in currency conversions is available at adr.com.

Payment of Taxes

If any taxes or other governmental charges (including any penalties and/or interest) become payable by or on behalf of the custodian or the depositary with respect to any ADR, any deposited securities represented by the ADSs or any distribution with respect thereto, such tax or other governmental charges shall be paid by the holder thereof to the depositary. By holding or having held an ADS the holder and all prior holders thereof, jointly and severally, agree to indemnify, defend and hold harmless each of the depositary and its agents in respect of such taxes or other governmental charges. If an ADS holder owes any tax or other governmental charge, the depositary may (i) deduct the amount thereof from any cash distributions, or (ii) sell deposited securities by public or private sale (after attempting by reasonable means to notify the ADS holder thereof prior to such sale) and deduct the amount owning from the net proceeds of such sale. In either case, the ADS holder remains liable for any shortfall. If any tax or governmental charge is unpaid, the depositary may also refuse to affect any registration, registration of transfer, split-up or combination of deposited securities or withdrawal of deposited securities until such payment is made. If any tax or governmental charge is required to be withheld on any cash distribution, the depositary may deduct the amount required to be withheld from any cash distribution or, in the case of a noncash distribution, sell the distributed property or securities (by public or private sale) in such amounts and in such manner as the depositary deems necessary and practicable to pay such taxes or charges and distribute any remaining net proceeds or the balance of any such property after deduction of such taxes or charges to the ADS holders entitled thereto. You will remain liable for any deficiency. If the depositary sells deposited securities, it will, if appropriate, reduce the number of ADSs to reflect the sale and pay to ADS holders any proceeds, or send to ADS holders any property, remaining after it has paid the taxes.

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By holding an ADS or an interest therein, you will be agreeing to indemnify us, the depositary, its custodian and any of our or their respective members of the Management Board and Supervisory Board, officers, directors, employees, agents and affiliates against, and hold each of them harmless from, any claims by any governmental authority with respect to taxes, additions to tax, penalties or interest arising out of any refund of taxes, reduced rate of withholding at source or other tax benefit obtained in respect of the ADSs.

Tender and Exchange Offers; Redemption, Replacement or Cancellation of Deposited Securities

The depositary will not tender deposit securities in any voluntary tender or exchange offer unless instructed to do by an ADS holder surrendering ADSs and subject to any conditions or procedures the depositary may establish.

If deposited securities are redeemed for cash in a transaction that is mandatory for the depositary as a holder of deposited securities, the depositary will call for surrender of a corresponding number of ADSs and distribute the net redemption money to the holders of called ADSs upon surrender of those ADSs.

If there is any change in the deposited securities such as a sub-division, combination or other reclassification, or any merger, consolidation, recapitalization or reorganization affecting the issuer of deposited securities in which the depositary receives new securities in exchange for or in lieu of the old deposited securities, the depositary will hold those replacement securities as deposited securities under the deposit agreement. However, if the depositary decides it would not be lawful and practical to hold the replacement securities because those securities could not be distributed to ADS holders or for any other reason, the depositary may instead sell the replacement securities and distribute the net proceeds upon surrender of the ADSs.

If there is a replacement of the deposited securities and the depositary will continue to hold the replacement securities, the depositary may distribute new ADSs representing the new deposited securities or ask you to surrender your outstanding ADRs in exchange for new ADRs identifying the new deposited securities.

If there are no deposited securities underlying ADSs, including if the deposited securities are cancelled, or if the deposited securities underlying ADSs have become apparently worthless, the depositary may call for surrender or of those ADSs or cancel those ADSs upon notice to the ADS holders.

Amendment and Termination

How may the deposit agreement be amended?

We may agree with the depositary to amend the deposit agreement and the ADRs without your consent for any reason. If an amendment adds or increases fees or charges, except for taxes and other governmental charges or expenses of the depositary for registration fees, facsimile costs, delivery charges or similar items, or prejudices a substantial right of ADS holders, it will not become effective for outstanding ADSs until 30 days after the depositary notifies ADS holders of the amendment. At the time an amendment becomes effective, you are considered, by continuing to hold your ADSs, to agree to the amendment and to be bound by the ADRs and the deposit agreement as amended.

How may the deposit agreement be terminated?

The depositary will initiate termination of the deposit agreement if we instruct it to do so. The depositary may initiate termination of the deposit agreement if:

◾	60 days have passed since the depositary told us it wants to resign but a successor depositary has not been appointed and accepted its appointment.

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◾	we delist the ADSs from an exchange in the United States on which they were listed and do not list the ADSs on another exchange in the United States or make arrangements for trading of ADSs on the U.S. over the counter market.
◾	we delist our ordinary shares from an exchange outside the United States on which they were listed and do not list the shares on another exchange outside the United States.
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◾	the depositary has reason to believe the ADSs have become, or will become, ineligible for registration on Form F-6 under the Securities Act of 1933.
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◾	we appear to be insolvent or enter insolvency proceedings.
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◾	all or substantially all the value of the deposited securities has been distributed either in cash or in the form of securities.
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◾	there are no deposited securities underlying the ADSs or the underlying deposited securities have become apparently worthless; or
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◾	there has been a replacement of deposited securities.
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If the deposit agreement terminates, the depositary will notify ADS holders at least 90 days before the termination date. At any time after the termination date, the depositary may sell the deposited securities. After that, the depositary will hold the money it received on the sale, as well as any other cash it is holding under the deposit agreement, unsegregated and without liability for interest, for the pro rata benefit of the ADS holders that have not surrendered their ADSs. Normally, the depositary will sell as soon as practicable after the termination date.

After the termination date and before the depositary sells, ADS holders can still surrender their ADSs and receive delivery of deposited securities, except that the depositary may refuse to accept a surrender for the purpose of withdrawing deposited securities or reverse previously accepted surrenders of that kind that have not settled if it would interfere with the selling process. The depositary may refuse to accept a surrender for the purpose of withdrawing sale proceeds until all the deposited securities have been sold. The depositary will continue to collect distributions on deposited securities, but, after the termination date, the depositary is not required to register any transfer of ADSs or distribute any dividends or other distributions on deposited securities to the ADSs holder (until they surrender their ADSs) or give any notices or perform any other duties under the deposit agreement except as described in this paragraph.

Limitations on Obligations and Liability

Limits on our Obligations and the Obligations of the Depositary; Limits on Liability to Holders of ADSs

The deposit agreement expressly limits our obligations and the obligations of the depositary. It also limits our liability and the liability of the depositary. We and the depositary:

◾	are only obligated to take the actions specifically set forth in the deposit agreement without negligence or bad faith, and the depositary will not be a fiduciary or have any fiduciary duty to holders of ADSs.
◾	are not liable if we are or it is prevented or delayed by law or by events or circumstances beyond our or its control from performing our or its obligations under the deposit agreement.
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◾	are not liable if we or it exercises discretion permitted under the deposit agreement.
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◾	are not liable for the inability of any holder of ADSs to benefit from any distribution on deposited securities that is not made available to holders of ADSs under the terms of the deposit agreement, or for any special, consequential, or punitive damages for any breach of the terms of the deposit agreement.
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◾	have no obligation to become involved in a lawsuit or other proceeding related to the ADSs or the deposit agreement on your behalf or on behalf of any other person.
◾	may rely upon any documents we believe, or it believes in good faith to be genuine and to have been signed or presented by the proper person.
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◾	are not liable for the acts or omissions of any securities depository, clearing agency or settlement system; and
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◾	the depositary has no duty to make any determination or provide any information as to our tax status, or any liability for any tax consequences that may be incurred by ADS holders as a result of owning or holding ADSs or be liable for the inability or failure of an ADS holder to obtain the benefit of a foreign tax credit, reduced rate of withholding or refund of amounts withheld in respect of tax or any other tax benefit.
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In the deposit agreement, we and the depositary agree to indemnify each other under certain circumstances.

Requirements for Depositary Actions

Before the depositary will deliver or register a transfer of ADSs, make a distribution on ADSs, or permit withdrawal of shares, the depositary may require:

◾	payment of stock transfer or other taxes or other governmental charges and transfer or registration fees charged by third parties for the transfer of any shares or other deposited securities.
◾	satisfactory proof of the identity and genuineness of any signature or other information it deems necessary; and
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◾	compliance with regulations may establish, from time to time, consistent with the deposit agreement, including presentation of transfer documents.
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The depositary may refuse to deliver ADSs or register transfers of ADSs when the transfer books of the depositary or our transfer books are closed or at any time if the depositary or we think it advisable to do so.

Your Right to Receive the Shares Underlying your ADSs.

ADS holders have the right to cancel their ADSs and withdraw the underlying shares at any time except:

◾	when temporary delays arise because (i) the depositary has closed its transfer books or we have closed our transfer books, (ii) the transfer of shares is blocked to permit voting at a shareholders’ meeting or (iii) we are paying a dividend on our shares.
◾	when you owe money to pay fees, taxes, and similar charges; or
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◾	when it is necessary to prohibit withdrawals to comply with any laws or governmental regulations that apply to ADSs or to the withdrawal of shares or other deposited securities. This right of withdrawal may not be limited by any other provision of the deposit agreement.
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Direct Registration System

In the deposit agreement, all parties to the deposit agreement acknowledge that the Direct Registration System (“DRS”) and Profile Modification System, or Profile, will apply to the ADSs. DRS is a system administered by DTC that facilitates interchange between registered holding of uncertificated ADSs and holding of security entitlements in ADSs through DTC and a DTC participant. Profile is a feature of DRS that allows a DTC participant, claiming to act on behalf of a registered holder of uncertificated ADSs, to direct the depositary to register a transfer

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of those ADSs to DTC or its nominee and to deliver those ADSs to the DTC account of that DTC participant without receipt by the depositary of prior authorization from the ADS holder to register that transfer.

In connection with and in accordance with the arrangements and procedures relating to DRS/Profile, the parties to the deposit agreement understand that the depositary will not determine whether the DTC participant that is claiming to be acting on behalf of an ADS holder in requesting registration of transfer and delivery as described in the paragraph above has the actual authority to act on behalf of the ADS holder (notwithstanding any requirements under the Uniform Commercial Code). In the deposit agreement, the parties agree that the depositary’s reliance on and compliance with instructions received by the depositary through the DRS/Profile system and in accordance with the deposit agreement will not constitute negligence or bad faith on the part of the depositary.

Shareholder Communications; Inspection of Register of Holders of ADSs

The depositary will make available for your inspection at its office all communications that it receives from us as a holder of deposited securities that we make generally available to holders of deposited securities. The depositary will send you copies of those communications or otherwise make those communications available to you if we ask it to. You have a right to inspect the register of holders of ADSs, but not for the purpose of contacting those holders about a matter unrelated to our business or the ADSs.

Jury Trial Waiver

The deposit agreement provides that, to the extent permitted by law, ADS holders waive the right to a jury trial of any claim they may have against us or the depositary arising out of or relating to our shares, the ADSs or the deposit agreement, including any claim under the U.S. federal securities laws. If we or the depositary opposed a jury trial demand based on the waiver, the court would determine whether the waiver was enforceable in the facts and circumstances of that case in accordance with applicable case law.

You will not, by agreeing to the terms of the deposit agreement, be deemed to have waived our or the depositary’s compliance with U.S. federal securities laws and the rules and regulations promulgated thereunder.

Stock Exchange Listing

Our ordinary shares are listed on the Frankfurt Stock Exchange under the symbol “EVT.”

Our American Depositary Shares, or the ADSs, representing our ordinary shares are listed on the Nasdaq Global Select Market under the symbol “EVO.”

​ Exhibit 4.9

Promissory Notes (Schuldscheindarlehen)

The three promissory note loan agreements (collectively, the “Promissory Notes”) each govern an unsecured promissory note loan among Evotec SE, as borrower (the “Borrower”), Deutsche Bank AG and Landesbank Baden-Württemberg (“LBBW,” and, together with the Borrower and Deutsche Bank AG, the “Parties”), as arrangers and LBBW as the original lender.

The following table provides an overview of the financial terms of the Promissory Notes:

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Number	​ ​ ​	Borrower	​ ​ ​	Arranger	​ ​ ​	Original <br>Lender	​ ​ ​	Principal <br>(in millions <br>of EUR)	​ ​ ​	Interest	​ ​ ​	Funding <br>Date	​ ​ ​	Maturity <br>Date
617548129	​	Evotec SE	​	Deutsche Bank AG, LBBW	​	LBBW	​	38.0	​	1.122% p.a.	​	24 June 2019	​	24 June 2026
617548145	​	Evotec SE	​	Deutsche Bank AG, LBBW	​	LBBW	​	54.0	​	2.00% p.a.	​	24 June 2019	​	25 June 2029
617548137	​	Evotec SE	​	Deutsche Bank AG, LBBW	​	LBBW	​	14.5	​	EURIBOR + 1.1% p.a.	​	24 June 2019	​	24 June 2026

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The Promissory Notes are each materially similar to one-another with the exception of principal amount, maturity and interest rate. The following provides a summary of the material terms:

Interest on each Promissory Note is payable on June 24 annually until the Maturity Date, except for the floating rate Promissory Notes, for which interest is payable semi-annually on June 24 and December 24 of each year, until the Maturity Date.

The principal amount under each Promissory Note becomes due and payable on the applicable Maturity Date. However, the relevant lender may, in its capacity as original lender, accelerate repayment in the event of a change of control. The Borrower is obligated to reimburse the relevant lender for any loss, damage and cost arising from an early repayment.

The Borrower may terminate the promissory loan note in its entirety, upon thirty days’ notice, at the end of each calendar half-year if the relevant lender has not agreed to an amendment of such Promissory Note requested later than three years after the Promissory Note loan was granted. In the case of such early termination, the repayment amount (calculated as the higher of (i) the outstanding principle amount or (ii) the discounted market value of the promissory note loan) and any accrued and unpaid interest. The floating rate Promissory Notes do not contain such termination rights, but are, by operation of mandatory German law, repayable at the end of each interest period (subject to at least one months’ prior notice).

The Promissory Notes contain certain restrictive covenants preventing the the Borrower and its material subsidiaries from pledging current and future assets as security for other financial liabilities unless security of an equal ranking priority is granted to the relevant lender, subject to certain exemptions such as security granted in the ordinary course of business. The Borrower guarantees that the claims under the Promissory Notes rank at least equal in priority to all other unsecured and unsubordinated liabilities of the Borrower. Further restrictions apply to the entering into of financial liabilities and the transfer of assets to third parties (in each case, subject to certain exemptions).

At the end of each financial year, the Borrower must confirm that it is in compliance with the financial covenant (leverage covenant) provided for in each Promissory Note. A breach of this covenant may lead to an increase of interest, but does not itself constitute an event of default.

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​The relevant lender may accelerate each Promissory Note and demand immediate repayment of the principal amount outstanding plus accrued interest for good cause, including, but not limited to (i) non-payment of due interest or principal; (ii) breach of duties under the Promissory Notes; (iii) non-payment of a financial liability exceeding EUR 15 million; (iv) illiquidity or over-indebtedness, filing for insolvency or opening of insolvency proceedings with respect to the Borrower or any German material subsidiary; (v) enforcement procedures against substantial assets of the Borrower or any material subsidiary exceeding EUR 10 million; (vi) relocation of the registered office of the Borrower; and (vii) occurrence of a material adverse change. 2

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Exhibit 4.17

EXECUTION VERSION<br>#4853-4198-8303<br>__ July 2024<br>EVOTEC SE<br>(as the Company)<br>EVOTEC SE<br>(as Original Borrower and as Original Guarantor)<br>COMMERZBANK AKTIENGESELLSCHAFT<br>GOLDMAN SACHS LENDING PARTNERS LLC<br>HSBC CONTINENTAL EUROPE S.A., GERMANY<br>MORGAN STANLEY BANK AG<br>UNICREDIT BANK GMBH<br>(as Coordinating Bookrunners and Mandated Lead Arrangers)<br>BNP PARIBAS S.A. NIEDERLASSUNG DEUTSCHLAND<br>LANDESBANK BADEN-WÜRTTEMBERG<br>(as Mandated Lead Arrangers)<br>HSBC CONTINENTAL EUROPE S.A., GERMANY<br>(as Agent)<br>COMMERZBANK AKTIENGESELLSCHAFT<br>(as Security Agent)<br>EUR 250,000,000 SENIOR REVOLVING FACILITY AGREEMENT<br>30
CONTENTS<br>CLAUSE PAGE<br>-i-<br>#4853-4198-8303<br>SECTION 1 INTERPRETATION............................................................................................ 2<br>1. Definitions and Interpretation ....................................................................................... 2<br>SECTION 2 THE FACILITY................................................................................................. 44<br>2. The Facility ................................................................................................................. 44<br>3. Extension Option......................................................................................................... 53<br>4. Purpose ........................................................................................................................ 58<br>5. Conditions of Utilisation ............................................................................................. 58<br>SECTION 3 UTILISATION................................................................................................... 60<br>6. Utilisation.................................................................................................................... 60<br>7. Ancillary Facilities...................................................................................................... 61<br>SECTION 4 REPAYMENT, PREPAYMENT AND CANCELLATION ............................. 72<br>8. Repayment................................................................................................................... 72<br>9. Prepayment and Cancellation...................................................................................... 73<br>SECTION 5 COSTS OF UTILISATION ............................................................................... 81<br>10. Interest......................................................................................................................... 81<br>11. Interest Periods............................................................................................................ 85<br>12. Changes to the Calculation of Interest ........................................................................ 86<br>13. Fees.............................................................................................................................. 88<br>SECTION 6 ADDITIONAL PAYMENT OBLIGATIONS................................................... 91<br>14. Tax Gross Up and Indemnities.................................................................................... 91<br>15. Increased Costs.......................................................................................................... 100<br>16. Other Indemnities...................................................................................................... 103<br>17. Mitigation by the Lenders......................................................................................... 104<br>18. Costs and Expenses................................................................................................... 105<br>SECTION 8 REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF<br>DEFAULT................................................................................................................. 107<br>19. Representations ......................................................................................................... 107<br>20. Information Undertakings......................................................................................... 113<br>21. Financial Covenant.................................................................................................... 120<br>22. General Undertakings................................................................................................ 124<br>23. Events of Default....................................................................................................... 138<br>SECTION 9 CHANGES TO PARTIES................................................................................ 146
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-ii-<br>#4853-4198-8303<br>24. Changes to the Lenders ............................................................................................. 146<br>25. Changes to the Obligors ............................................................................................ 154<br>SECTION 10 THE FINANCE PARTIES ............................................................................. 157<br>26. Role of the Agent and the Arrangers ......................................................................... 157<br>27. Conduct of Business by the Finance Parties ............................................................. 169<br>28. Sharing among the Finance Parties ........................................................................... 170<br>SECTION 11 ADMINISTRATION ..................................................................................... 173<br>29. Payment Mechanics ................................................................................................... 173<br>30. Set-Off ....................................................................................................................... 177<br>31. Notices ....................................................................................................................... 178<br>32. Calculations and Certificates ..................................................................................... 181<br>33. Partial Invalidity ........................................................................................................ 182<br>34. Remedies and Waivers .............................................................................................. 182<br>35. Amendments and Waivers ........................................................................................ 183<br>36. Confidential Information ........................................................................................... 188<br>37. Confidentiality of Funding Rates .............................................................................. 193<br>38. Borrowing for own Benefit ....................................................................................... 195<br>SECTION 12 GOVERNING LAW AND ENFORCEMENT .............................................. 196<br>39. Governing Law .......................................................................................................... 196<br>40. Enforcement .............................................................................................................. 196<br>41. Contractual recognition of bail-in ............................................................................. 197<br>42. Acknowledgement Regarding Any Supported QFCs ............................................... 200<br>43. Conclusion Of This Agreement (Vertragsschluss) ................................................... 201<br>44. Italian Transparency Provisions ................................................................................ 202<br>Schedule 1 The Original Lenders .......................................................................................... 203<br>Schedule 2 Conditions Precedent .......................................................................................... 204<br>Schedule 3 Requests .............................................................................................................. 211<br>Schedule 4 Form of Transfer Certificate ............................................................................... 216<br>Schedule 5 Form of Accession Letter ................................................................................... 219<br>Schedule 6 Form of Resignation Letter ................................................................................. 220<br>Schedule 7 Form of Compliance Certificate ......................................................................... 221<br>Schedule 8 Form of Confidentiality Undertaking ................................................................. 223<br>Schedule 9 Timetables .......................................................................................................... 229<br>Schedule 10 Form of Increase Confirmation ........................................................................ 230<br>Schedule 11 Form of Accordion Increase Confirmation ...................................................... 233
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-iii-<br>#4853-4198-8303<br>Schedule 12 Form of Process Agent Appointment Letter..................................................... 236<br>Schedule 13 Form of Maximum Amount Guarantee ............................................................ 237
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1<br>#4853-4198-8303<br>THIS AGREEMENT is dated __ July 2024 and made<br>BETWEEN:<br>(1) EVOTEC SE, a European stock corporation (Societas Europaea), having its<br>registered address at Essener Bogen 7, 22419 Hamburg, Germany, and<br>registered with the commercial register (Handelsregister) kept with the local<br>court (Amtsgericht) of Hamburg under number HRB 156381 as company<br>(the Company), original borrower (the Original Borrower) and original<br>guarantor (the Original Guarantor);<br>(2) COMMERZBANK AKTIENGESELLSCHAFT, GOLDMAN SACHS<br>LENDING PARTNERS LLC, HSBC CONTINENTAL EUROPE S.A.,<br>GERMANY, MORGAN STANLEY BANK AG and UNICREDIT BANK<br>GMBH as coordinating bookrunners and mandated lead arrangers<br>(the Coordinators);<br>(3) BNP PARIBAS S.A. NIEDERLASSUNG DEUTSCHLAND and<br>LANDESBANK BADEN-WÜRTTEMBERG as mandated lead arrangers<br>(together with the Coordinators and whether acting individually or together<br>the Arrangers);<br>(4) THE FINANCIAL INSTITUTIONS listed in Schedule 1 (The Original<br>Lenders) as lenders (the Original Lenders);<br>(5) HSBC CONTINENTAL EUROPE S.A., GERMANY as facility agent of the<br>other Finance Parties (the Agent); and<br>(6) COMMERZBANK AKTIENGESELLSCHAFT as security agent (the<br>Security Agent).<br>IT IS AGREED as follows:<br>30
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2<br>#4853-4198-8303<br>SECTION 1<br>INTERPRETATION<br>1. DEFINITIONS AND INTERPRETATION<br>1.1 Definitions<br>In this Agreement:<br>Accelerated Default means an Event of Default in relation to which the Agent<br>has delivered a notice pursuant to paragraph (i)(A), (B) or (C) of Clause 23.17<br>(Acceleration);<br>Acceptable Bank means a bank or financial institution which has a rating for its<br>long-term unsecured and non credit-enhanced debt obligations of at least BBB,<br>Baa2 or equivalent from at least two Rating Agencies;<br>Accession Letter means a document substantially in the form set out in Schedule<br>5 (Form of Accession Letter);<br>Accordion Increase Amount means the amount of any increase to the<br>Commitment requested by the Company in an Accordion Increase Request;<br>Accordion Increase Confirmation means a document substantially in the form<br>set out in Schedule 11 (Form of Accordion Increase Confirmation);<br>Accordion Increase Date has the meaning given to that term in Clause 2.3<br>(Increase – Accordion Option);<br>Accordion Increase Date 1 has the meaning given to that term in Clause 2.3<br>(Increase – Accordion Option);<br>Accordion Increase Date 2 has the meaning given to that term in Clause 2.3<br>(Increase – Accordion Option);<br>Accordion Increase Lender has the meaning given to that term in Clause 2.3<br>(Increase – Accordion Option);<br>Accordion Increase Request means a document substantially in the form set<br>out in Part C (Accordion Increase Request) of Schedule 3 (Requests);<br>Accordion Initial Allocation has the meaning given to that term in Clause 2.3<br>(Increase – Accordion Option);<br>Accordion Initial Increase Amount has the meaning given to that term in<br>Clause 2.3 (Increase – Accordion Option);<br>Additional Adjustments has the meaning given to it in Clause 7.8 (Allocation<br>of Maximum Amount Guarantee).
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3<br>#4853-4198-8303<br>Additional Borrower means a company which becomes an Additional Borrower<br>in accordance with Clause 25 (Changes to the Obligors);<br>Additional Guarantor means a company which becomes an Additional<br>Guarantor in accordance with Clause 25 (Changes to the Obligors) and the<br>provisions of the Guarantee and Security Trust Agreement;<br>Additional Obligor means an Additional Borrower or an Additional Guarantor;<br>Adjusted EBITDA has the meaning given to that term in Clause 21.1<br>(Definitions and interpretation);<br>Advance means any cash or proceeds received by any member of the Group by<br>any Lender.<br>Affiliate means, in relation to any person, a Subsidiary of that person or a<br>Holding Company of that person or any other Subsidiary of that Holding<br>Company;<br>Agent's Spot Rate of Exchange means:<br>(a) the Agent's spot rate of exchange; or<br>(b) (if the Agent does not have an available spot rate of exchange) any other<br>publicly available spot rate of exchange selected by the Agent (acting<br>reasonably),<br>for the purchase of the relevant currency with the Base Currency in the<br>European foreign exchange market at or about 11:00 a.m. (Frankfurt am Main<br>time) on a particular day.<br>Agreed Security Principles has the meaning given to such term in the Guarantee<br>and Security Trust Agreement;<br>Ancillary Commencement Date means, in relation to an Ancillary Facility, the<br>date on which that Ancillary Facility is first made available, which date shall be<br>a Business Day within the Availability Period for the Facility;<br>Ancillary Commitment means, in relation to an Ancillary Lender and an<br>Ancillary Facility, the maximum Base Currency Amount which that Ancillary<br>Lender has agreed (whether or not subject to satisfaction of conditions<br>precedent) to make available from time to time under an Ancillary Facility and<br>which has been authorised as such under Clause 7 (Ancillary Facilities), to the<br>extent that amount is not cancelled or reduced under this Agreement or the<br>Ancillary Documents relating to that Ancillary Facility;<br>Ancillary Document means each document relating to or evidencing the terms<br>of an Ancillary Facility;
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4<br>#4853-4198-8303<br>Ancillary Facility means any ancillary facility made available by an Ancillary<br>Lender in accordance with Clause 7 (Ancillary Facilities);<br>Ancillary Lender means each Lender (or Affiliate of a Lender) which makes<br>available an Ancillary Facility in accordance with Clause 7 (Ancillary<br>Facilities);<br>Ancillary Outstandings means, at any time, in relation to an Ancillary Lender<br>and an Ancillary Facility then in force the aggregate of the equivalents (as<br>calculated by that Ancillary Lender) in the Base Currency of the following<br>amounts outstanding under that Ancillary Facility:<br>(a) the principal amount under each overdraft facility and on demand short<br>term loan facility (net of any Available Credit Balances);<br>(b) the face amount of each guarantee, bond and letter of credit under that<br>Ancillary Facility including the face amount of any Maximum Amount<br>Guarantee; and<br>(c) the amount fairly representing the aggregate exposure (excluding<br>interest and similar charges) of that Ancillary Lender under each other<br>type of accommodation provided under that Ancillary Facility,<br>in each case as determined by such Ancillary Lender, acting reasonably in<br>accordance with its normal banking practice and in accordance with the relevant<br>Ancillary Document.<br>Anti-Bribery and Corruption Laws means all anti-bribery and corruption laws<br>and regulations including but not limited to the US Foreign and Corrupt<br>Practices Act 1977 and the United Kingdom Bribery Act 2010, in each case if<br>and to the extent applicable to an Obligor or Material Subsidiary;<br>Anti-Money Laundering Laws means the German Money Laundering Act<br>(Geldwäschegesetz), the US Money Laundering Control Act of 1986 and all<br>other anti-money laundering, related or similar laws, rules or regulations issued,<br>administered or enforced by the US, the United Kingdom, the European Union<br>or any of its member states, or any other country or governmental agency having<br>jurisdiction over any Obligor or any Material Subsidiary, in each case if and to<br>the extent applicable to an Obligor or a Material Subsidiary;<br>Authorisation means an authorisation, consent, approval, resolution, licence,<br>exemption, filing, notarisation or registration;<br>Availability Period means the period from and including the date of this<br>Agreement to and including the date falling one (1) month prior to the<br>Termination Date;
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5<br>#4853-4198-8303<br>Available Commitment means a Lender's Commitment minus (subject as set<br>out below):<br>(a) the Base Currency Amount of its participation in any outstanding Loans<br>and the Base Currency Amount of the aggregate of its (and its Affiliate's)<br>Ancillary Commitments; and<br>(b) in relation to any proposed Utilisation, the Base Currency Amount of its<br>participation in any Loans that are due to be made on or before the<br>proposed Utilisation Date and the Base Currency Amount of its (and its<br>Affiliate's) Ancillary Commitments in relation to any new Ancillary<br>Facility that is due to be made available on or before the proposed<br>Utilisation Date,<br>provided that for the purposes of calculating a Lender's Available Commitment<br>in relation to any proposed Utilisation, the following amounts shall not be<br>deducted from that Lender's Commitment:<br>(i) that Lender's participation in any Loans that are due to be repaid<br>or prepaid on or before the proposed Utilisation Date; and<br>(ii) that Lender's (and its Affiliate's) Ancillary Commitments to the<br>extent that they are due to be reduced or cancelled on or before<br>the proposed Utilisation Date.<br>Available Credit Balance means in relation to an Ancillary Facility, credit<br>balances on any account of any Borrower of that Ancillary Facility with the<br>Ancillary Lender making available that Ancillary Facility to the extent that<br>those credit balances are freely available to be set off by that Ancillary Lender<br>against liabilities owed to it by that Borrower under that Ancillary Facility;<br>Available Facility means the aggregate for the time being of each Lender's<br>Available Commitment;<br>Base Currency means EUR.<br>Base Currency Amount means:<br>(a) in relation to a Loan, the amount specified in the Utilisation Request<br>delivered by a Borrower for that Loan; and<br>(b) in relation to an Ancillary Commitment, the amount specified as such in<br>the notice delivered to the Agent by the Company pursuant to Clause 7.2<br>(Availability) (or, if the amount specified is not denominated in the Base<br>Currency, that amount converted into the Base Currency at the Agent's<br>Spot Rate of Exchange on the date which is three Business Days before<br>the Ancillary Commencement Date for that Ancillary Facility or, if later,
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6<br>#4853-4198-8303<br>the date the Agent receives the notice of the Ancillary Commitment in<br>accordance with the terms of this Agreement),<br>as adjusted to reflect any repayment, prepayment, consolidation or division of a<br>Loan, or (as the case may be) cancellation or reduction of an Ancillary Facility.<br>Board means the Board of Governors of the Federal Reserve System of the US;<br>Borrower means the Original Borrower or an Additional Borrower unless it has<br>ceased to be a Borrower in accordance with Clause 25 (Changes to the<br>Obligors) and, in respect of an Ancillary Facility only, any Affiliate of a<br>Borrower that becomes a borrower of that Ancillary Facility with the approval<br>of the relevant Lender pursuant to the provisions of Clause 7.11 (Affiliates of<br>Borrowers);<br>Break Costs means, in respect of a Loan, the amount (if any) by which:<br>(a) the interest (excluding the Margin and utilisation fee pursuant to<br>Clause 13.5 (Utilisation fee)) which a Lender should have received for<br>the period from the date of receipt of all or any part of its participation<br>in a Loan or Unpaid Sum to the last day of the current Interest Period in<br>respect of that Loan or Unpaid Sum, had the principal amount or Unpaid<br>Sum received been paid on the last day of that Interest Period;<br>exceeds:<br>(b) the amount which that Lender would be able to obtain by placing an<br>amount equal to the principal amount or Unpaid Sum received by it on<br>deposit with a leading bank for a period starting on the Business Day<br>following receipt or recovery and ending on the last day of the current<br>Interest Period;<br>Business Day means a day (other than a Saturday or Sunday) on which banks<br>are open for general business in Frankfurt am Main, Hamburg, Duesseldorf,<br>London, Munich and Stuttgart and (in relation to any date for payment or<br>purchase of euro) which is a TARGET Day;<br>Charged Property means all of the assets of the Obligors which from time to<br>time are, or are expressed to be, the subject of Transaction Security;<br>Code means the US Internal Revenue Code of 1986;<br>Commitment means:<br>(a) in relation to an Original Lender, the amount in the Base Currency set<br>out opposite its name under the heading "Commitment (EUR)" in<br>Schedule 1 (The Original Lenders) and the amount of any other<br>Commitment transferred to it under this Agreement or assumed by it in
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7<br>#4853-4198-8303<br>accordance with Clause 2.2 (Increase) or Clause 2.3 (Increase –<br>Accordion Option); and<br>(b) in relation to any other Lender, the amount in the Base Currency of any<br>Commitment transferred to it under this Agreement or assumed by it in<br>accordance with Clause 2.2 (Increase) or Clause 2.3 (Increase –<br>Accordion Option),<br>in each case, to the extent not cancelled, reduced or transferred by it under this<br>Agreement;<br>Commitment Letter means the commitment letter dated 28 June 2024 between<br>among others, the Arrangers and the Company;<br>Compliance Certificate means a certificate substantially in the form set out in<br>Schedule 7 (Form of Compliance Certificate);<br>Confidential Information means all information relating to any Obligor, the<br>Group, the Finance Documents or the Facility of which a Finance Party becomes<br>aware in its capacity as, or for the purpose of becoming, a Finance Party or<br>which is received by a Finance Party in relation to, or for the purpose of<br>becoming a Finance Party under, the Finance Documents or the Facility from<br>either:<br>(a) any member of the Group or any of its advisers; or<br>(b) another Finance Party, if the information was obtained by that Finance<br>Party directly or indirectly from any member of the Group or any of its<br>advisers,<br>in whatever form, and includes information given orally and any<br>document, electronic file or any other way of representing or recording<br>information which contains or is derived or copied from such<br>information but excludes:<br>(i) information that:<br>(A) is or becomes public information other than as a direct or<br>indirect result of any breach by that Finance Party of<br>Clause 36 (Confidential Information); or<br>(B) is identified in writing at the time of delivery as non-confidential by any member of the Group or any of its<br>advisers; or<br>(C) is known by that Finance Party before the date the<br>information is disclosed to it in accordance with<br>paragraphs (a) or (b) above or is lawfully obtained by that
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8<br>#4853-4198-8303<br>Finance Party after that date, from a source which is, as<br>far as that Finance Party is aware, unconnected with the<br>Group and which, in either case, as far as that Finance<br>Party is aware, has not been obtained in breach of, and is<br>not otherwise subject to, any obligation of<br>confidentiality; and<br>(ii) any Funding Rate;<br>Confidentiality Undertaking means a confidentiality undertaking substantially<br>in the form set out in Schedule 8 (Form of Confidentiality Undertaking) or in<br>any other form agreed between the Company and the Agent;<br>Default means an Event of Default or any event or circumstance specified in<br>Clause 23 (Events of Default) which would (with the expiry of a grace period,<br>the giving of notice, the making of any determination under the Finance<br>Documents or any combination of any of the foregoing) be an Event of Default;<br>Defaulting Lender means any Lender:<br>(a) which has failed to make its participation in a Loan available (or has<br>notified the Agent or the Company (which has notified the Agent) that<br>it will not make its participation in a Loan available) by the Utilisation<br>Date of that Loan in accordance with Clause 6.4 (Lenders'<br>participation);<br>(b) which has otherwise rescinded or repudiated a Finance Document; or<br>(c) with respect to which an Insolvency Event has occurred and is<br>continuing,<br>unless, in the case of paragraph (a) above:<br>(i) its failure to pay is caused by:<br>(A) administrative or technical error; or<br>(B) a Disruption Event; and<br>payment is made within five (5) Business Days of its due date;<br>or<br>(ii) the Lender is disputing in good faith whether it is contractually<br>obliged to make the payment in question;<br>Delegate means any delegate, agent, attorney or co-trustee appointed by the<br>Security Agent.<br>Designated Gross Amount means the amount notified by the Company to the<br>Agent upon the establishment of a Multi-account Overdraft as being the
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9<br>#4853-4198-8303<br>maximum amount of Gross Outstandings that will, at any time, be outstanding<br>under that Multi-account Overdraft;<br>Designated Net Amount means the amount notified by the Company to the<br>Agent upon the establishment of a Multi-account Overdraft as being the<br>maximum amount of Net Outstandings that will, at any time, be outstanding<br>under that Multi-account Overdraft;<br>Disruption Event means either or both of:<br>(a) a material disruption to those payment or communications systems or to<br>those financial markets which are, in each case, required to operate in<br>order for payments to be made in connection with the Facility (or<br>otherwise in order for the transactions contemplated by the Finance<br>Documents to be carried out) which disruption is not caused by, and is<br>beyond the control of, any of the Parties; or<br>(b) the occurrence of any other event which results in a disruption (of a<br>technical or systems-related nature) to the treasury or payments<br>operations of a Party preventing that, or any other Party:<br>(i) from performing its payment obligations under the Finance<br>Documents; or<br>(ii) from communicating with other Parties in accordance with the<br>terms of the Finance Documents,<br>and which (in either such case) is not caused by, and is beyond the<br>control of, the Party whose operations are disrupted;<br>Eligible Institution means:<br>(a) at any time an Event of Default is continuing: a bank or any regulated<br>financial institution that is licensed or otherwise legally entitled to<br>conduct lending business in Germany under applicable German banking<br>supervisory laws or an insurer or re-insurer;<br>(b) at any time a Material Event of Default is continuing: a bank, any<br>regulated financial institution, a trust, fund or other entity which is<br>regularly engaged in or established for the purpose of making,<br>purchasing or investing in loans, securities or other financial assets or an<br>insurer or re-insurer;
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10<br>#4853-4198-8303<br>(c) at any other time:<br>(i) a bank or any regulated financial institution that:<br>(A) has a long-term credit rating equal to or better than BBB-or Baa3 (as applicable) according to at least two Rating<br>Agencies; and<br>(B) is licensed or otherwise legally entitled to conduct<br>lending business in Germany under applicable German<br>banking supervisory laws; and<br>(ii) in addition, in case of sub-participations only: an insurer or re-insurer; and<br>(d) (except for the purposes of paragraph (e) of Clause 9.5) with the prior<br>consent of the Company: any other person.<br>ERISA means the US Employee Retirement Income Security Act of 1974, and<br>any successor statute, and all regulations promulgated thereunder;<br>ERISA Affiliate means any trade or business (whether or not incorporated) that,<br>together with any member of the Group, is treated as a single employer at any<br>relevant time under Section 414(b) or (c) of the Code or Section 4001(b) of<br>ERISA (or, solely for the purposes of any requirement of or provision under the<br>Code, Section 414(m) and (o) of the Code);<br>ERISA Event means:<br>(a) any "reportable event", as defined in Section 4043(c) of ERISA with<br>respect to a Pension Plan (other than an event for which the 30 day notice<br>period is waived);<br>(b) the occurrence of a prohibited transaction with respect to a Pension Plan<br>within the meaning of Section 406 of ERISA or Section 4975 of the<br>Code for which an exemption is not available;<br>(c) with respect to any Pension Plan, the failure to satisfy the minimum<br>funding standards (within the meaning of Section 412 of the Code or<br>Section 302 of ERISA), whether or not waived;<br>(d) the filing of an application pursuant to Section 412(c) of the Code or<br>Section 302 of ERISA for a waiver of the minimum funding standard<br>with respect to any Pension Plan;<br>(e) the withdrawal from a Pension Plan by a member of the Group or ERISA<br>Affiliate that is a "substantial employer" (as defined in<br>Section 4001(a)(2) of ERISA) subject to Section 4063 of ERISA or a
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11<br>#4853-4198-8303<br>cessation of operations that is treated as such a withdrawal under Section<br>4062(e) of ERISA;<br>(f) the filing of a notice of intent to terminate a Pension Plan under Section<br>4041 of ERISA or the treatment of a Pension Plan amendment as a<br>termination under Section 4041 or 4041A of ERISA;<br>(g) the commencement of proceedings by the PBGC to terminate or appoint<br>a trustee to administer a Pension Plan, or an event or condition which<br>could reasonably be expected to constitute grounds for the termination<br>of or the appointment of a trustee to administer a Pension Plan, under<br>Section 4042 of ERISA;<br>(h) a complete or partial withdrawal by any member of the Group or ERISA<br>Affiliate under Sections 4203 or 4205 of ERISA from a Multiemployer<br>Plan, or the failure to make any required contribution to a Multiemployer<br>Plan;<br>(i) a determination that a Multiemployer Plan is or is expected to be<br>"insolvent" (within the meaning of Section 4245 of ERISA), or "at-risk"<br>or in "endangered" or "critical" status (within the meaning of<br>Sections 430, 431 or 432 of the Code or Sections 303, 304 or 305 of<br>ERISA);<br>(j) the receipt by any member of the Group or any of its ERISA Affiliate of<br>any written notice of the imposition of withdrawal liability;<br>(k) the imposition of a lien under Section 303(k)(1)(A) of ERISA with<br>respect to any Pension Plan; or<br>(l) the occurrence of any event or condition that results in or could<br>reasonably be expected to result in the imposition of any liability under<br>Title IV of ERISA upon any member of the Group or any of its ERISA<br>Affiliates, other than PBGC premiums due but not delinquent under<br>Section 4007 of Title IV of ERISA;<br>EURIBOR means, in relation to any Loan in euro:<br>(a) the applicable Screen Rate as of the Specified Time for euro and for a<br>period equal in length to the Interest Period of that Loan; or<br>(b) as otherwise determined pursuant to Clause 12.1 (Unavailability of<br>Screen Rate),<br>and if, in either case, that rate is less than zero, EURIBOR shall be deemed to<br>be zero;
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12<br>#4853-4198-8303<br>Event of Default means any event or circumstance specified as such in<br>Clause 23 (Events of Default);<br>Excluded Jurisdiction means Peoples' Republic of China, India and Russia.<br>Excluded Subsidiary means a member of the Group:<br>(a) for which becoming a Guarantor is not within the legal capacity of the<br>relevant member of the Group, unlawful or contrary to a mandatory<br>regulation requirement;<br>(b) for which becoming a Guarantor, or that guarantee being enforced,<br>would result in a reasonably likely risk of personal or criminal liability<br>for or breach of fiduciary duties of that person's directors or other<br>management that cannot be mitigated by a market standard limitation<br>language (other than risks regularly associated with the functions of a<br>director or manager); or<br>(c) which is incorporated in an Excluded Jurisdiction.<br>Extension Request means a request for the extension of the Termination Date<br>in respect of the Facility pursuant to Clause 3 (Extension Option), substantially<br>in the form of Part B (Extension Request) of Schedule 3 (Requests);<br>Facility means the revolving credit facility made available under this<br>Agreement as described in paragraph (a) of Clause 2.1 (The Facility);<br>Facility Office means the office or offices notified by a Lender to the Agent in<br>writing on or before the date it becomes a Lender (or, following that date, by<br>not less than five (5) Business Days' written notice) as the office or offices<br>and/or entity/ies through which it will perform (all or certain of) its obligations<br>under this Agreement;<br>FATCA means:<br>(a) sections 1471 to 1474 of the Code or any associated regulations;<br>(b) any treaty, law or regulation of any other jurisdiction, or relating to an<br>intergovernmental agreement between the US and any other jurisdiction,<br>which (in either case) facilitates the implementation of any law or<br>regulation referred to in paragraph (a) above; or<br>(c) any agreement pursuant to the implementation of any treaty, law or<br>regulation referred to in paragraphs (a) or (b) above with the US Internal<br>Revenue Service, the US government or any governmental or taxation<br>authority in any other jurisdiction;
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13<br>#4853-4198-8303<br>FATCA Application Date means:<br>(a) in relation to a "withholdable payment" described in section<br>1473(1)(A)(i) of the Code (which relates to payments of interest and<br>certain other payments from sources within the US), 1 July 2014; or<br>(b) in relation to a "passthru payment" described in section 1471(d)(7) of<br>the Code not falling within paragraph (a) above, the first date from<br>which such payment may become subject to a deduction or withholding<br>required by FATCA;<br>FATCA Deduction means a deduction or withholding from a payment under a<br>Finance Document required by FATCA;<br>FATCA Exempt Party means a Party that is entitled to receive payments free<br>from any FATCA Deduction;<br>Fee Letter means:<br>(a) any letter or letters dated on or about the date of this Agreement between<br>the Arrangers, the Original Lenders and/or the Company (or the Agent<br>and the Company or the Security Agent and the Company) setting out<br>any of the fees referred to in Clause 13 (Fees); and<br>(b) any agreement setting out fees payable to a Finance Party referred to in<br>paragraph (f) of Clause 2.2 (Increase) paragraph (n) of<br>Clause 2.3 (Increase – Accordion Option) or Clause 13.4 (Interest,<br>commission and fees on Ancillary Facilities) of this Agreement or under<br>any other Finance Document;<br>Finance Document means this Agreement, the Commitment Letter, the<br>Guarantee and Security Trust Agreement, any Accession Letter, any Guarantor<br>Accession Letter, any Ancillary Document, any Maximum Amount Guarantee,<br>any Compliance Certificate, any Extension Request, any Accordion Increase<br>Request, any Accordion Increase Confirmation, any Transaction Security<br>Document, any Fee Letter, any Increase Confirmation, any Resignation Letter,<br>any Utilisation Request, and any other document designated as such by the<br>Agent and the Company;<br>Finance Lease means any lease or hire purchase contract which would, in<br>accordance with IFRS in force prior to 1 January 2019, be treated as finance or<br>capital lease.<br>Finance Party means the Agent, the Security Agent, the Arrangers, a Lender or<br>an Ancillary Lender;
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14<br>#4853-4198-8303<br>Financial Indebtedness means any indebtedness for or in respect of:<br>(a) moneys borrowed and debit balances at banks or other financial<br>institutions;<br>(b) any amount raised by acceptance under any acceptance credit facility<br>(including any dematerialised equivalent);<br>(c) any amount raised pursuant to any note purchase facility or the issue of<br>bonds (other than performance bonds), promissory notes<br>(Schuldscheindarlehen), notes, commercial papers, debentures, loan<br>stock or any similar instrument;<br>(d) the amount of any liability of any lease or hire purchase contract which<br>would, in accordance with GAAP, be treated as a balance sheet liability;<br>(e) receivables sold or discounted (other than any receivables to the extent<br>they are sold on a non-recourse basis);<br>(f) any derivative transaction entered into in connection with protection<br>against or benefit from fluctuation in any rate or price (and, when<br>calculating the value of any derivative transaction, only the marked to<br>market value (or, if any actual amount is due as a result of the<br>termination or close out of that derivative transaction, that amount) will<br>be taken into account);<br>(g) any other transaction (including any forward sale or purchase<br>agreement) having the commercial effect of a borrowing and treated as<br>a borrowing in accordance with applicable GAAP;<br>(h) any counter-indemnity obligation in respect of a guarantee, indemnity,<br>bond, standby or documentary letter of credit or any other instrument<br>issued by a bank or financial institution in respect of an underlying<br>obligation which falls within one of the other paragraphs of this<br>definition; and<br>(i) the amount of any liability in respect of any guarantee, indemnity or<br>similar assurance against financial loss of any person in respect of any<br>item referred to in paragraphs (a) to (h) above;<br>First Anniversary means the first anniversary of the date of this Agreement;<br>First Anniversary Extending Lender has the meaning given to that term in<br>Clause 3.1 (Extension Prior to the First Anniversary);<br>First Anniversary Extension Request has the meaning given to that term in<br>Clause 3.1 (Extension Prior to the First Anniversary);
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15<br>#4853-4198-8303<br>First Anniversary Non-Extending Lender has the meaning given to that term<br>in Clause 3.1 (Extension Prior to the First Anniversary);<br>First Extension Date means the date falling one year after the Initial<br>Termination Date;<br>France means the Republic of France;<br>French Civil Code means the French Code civil;<br>French Commercial Code means the French Code de commerce;<br>French Guarantor means a Guarantor incorporated in France;<br>French Monetary Code means the French Code monétaire et financier.<br>French Non-Cooperative Jurisdiction means a non-cooperative State or<br>territory (Etat ou territoire non coopératif) as set out in the list referred to in<br>article 238-0 A of the French Tax Code, as the list may be amended from time<br>to time;<br>French Tax Code means the French Code général des impôts;<br>Funding Rate means any individual rate notified by a Lender to the Agent<br>pursuant to paragraph (a)(ii) of Clause 12.3 (Cost of funds);<br>GAAP means:<br>(a) in relation to the Company, the Original Borrower and any other Obligor<br>incorporated or established in Germany, the generally accepted<br>accounting principles in Germany (including IFRS); and<br>(b) in relation to the financial statements of any other Obligor, the generally<br>accepted accounting principles in its jurisdiction of incorporation;<br>Gross Outstandings means, in relation to a Multi-account Overdraft, the<br>Ancillary Outstandings of that Multi-account Overdraft but calculated on the<br>basis that the words "(net of any Available Credit Balance)" in paragraph (a) of<br>the definition of "Ancillary Outstandings" were deleted;<br>Group means the Company and its Subsidiaries from time to time;<br>Guarantee Amount Limit means an amount equal to 3 per cent. of the<br>consolidated total assets of the Group (Bilanzsumme) (determined by reference<br>to the most recent consolidated annual financial statements delivered);<br>Guarantee and Security Trust Agreement means the guarantee and security<br>trust agreement dated on or about the date hereof between, amongst others, the<br>Company as company, original borrower and original guarantor, the Arrangers
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16<br>#4853-4198-8303<br>as SFA arrangers, the Agent as facility agent, the Security Agent as security<br>agent, the Original Lenders as current SFA lenders and IKB Deutsche<br>Industriebank AG;<br>Guarantor means the Original Guarantor or an Additional Guarantor, unless it<br>has ceased to be a Guarantor in accordance with Clause 25 (Changes to the<br>Obligors) and the provisions of the Guarantee and Security Trust Agreement;<br>Guarantor Accession Letter means a document substantially in the form set out<br>in schedule 1 (Form of Guarantor Accession Letter) of the Guarantee and<br>Security Trust Agreement;<br>Historic Screen Rate means, in relation to any Loan, the most recent applicable<br>Screen Rate for the currency of that Loan and for a period equal in length to the<br>Interest Period of that Loan and which is as of a day which is no more than<br>5 (five) days before the Quotation Day;<br>Holding Company means, in relation to a person, any other person in respect of<br>which it is a Subsidiary;<br>IFRS means international accounting standards within the meaning of the IAS<br>Regulation 1606/2002 to the extent applicable to the relevant financial<br>statements;<br>IKB Loan Agreements means:<br>(a) EUR 4,115,000 loan agreement dated 19/25 March 2019 (as amended<br>and restated from time to time and most recently by an amendment<br>agreement dated 19/30 April 2024) between, the Company as borrower<br>and IKB Deutsche Industriebank AG as lender;<br>(b) EUR 2,700,000 loan agreement dated 19/25 March 2019 (as amended<br>and restated from time to time and most recently by an amendment<br>agreement dated 19/30 April 2024) between, the Company as borrower<br>and IKB Deutsche Industriebank AG as lender;<br>(c) EUR 1,789,000 loan agreement dated 2/16 April 2019 (as amended and<br>restated from time to time and most recently by an amendment<br>agreement dated 19/30 April 2024) between, the Company as borrower<br>and IKB Deutsche Industriebank AG as lender; and<br>(d) EUR 20,367,000 loan agreement dated 1 March 2021 between, the<br>Company as borrower and IKB Deutsche Industriebank AG as lender.
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17<br>#4853-4198-8303<br>Impaired Agent means the Agent at any time when:<br>(a) it has failed to make (or has notified a Party that it will not make) a<br>payment required to be made by it under the Finance Documents by the<br>due date for payment;<br>(b) the Agent otherwise rescinds or repudiates a Finance Document;<br>(c) (if the Agent is also a Lender) it is a Defaulting Lender under paragraph<br>(a) or (b) of the definition of "Defaulting Lender"; or<br>(d) an Insolvency Event has occurred and is continuing with respect to the<br>Agent,<br>unless, in the case of paragraph (a) above:<br>(i) its failure to pay is caused by:<br>(A) administrative or technical error; or<br>(B) a Disruption Event; and<br>payment is made within five (5) Business Days of its due date;<br>or<br>(ii) the Agent is disputing in good faith whether it is contractually<br>obliged to make the payment in question;<br>Increase Confirmation means a confirmation substantially in the form set out<br>in Schedule 10 (Form of Increase Confirmation);<br>Increase Lender has the meaning given to that term in Clause 2.2 (Increase);<br>Industry Competitor means any person or entity (or any of its Affiliates) which<br>is a competitor of a member of the Group or whose business is similar to the<br>business of a member of the Group and any controlling shareholder of such<br>persons, provided that, for the avoidance of doubt, this shall not include any<br>person or entity (or any of its Affiliates) which is a bank, financial institution or<br>trust, fund or other entity whose principal business or a material activity of<br>whom is arranging, underwriting or investing in debt;<br>Initial Adjustments has the meaning given to it in Clause 7.8 (Allocation of<br>Maximum Amount Guarantee);<br>Initial Termination Date means the date that is three (3) years from the date of<br>this Agreement;
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18<br>#4853-4198-8303<br>Insolvency Event in relation to a Finance Party means that the Finance Party:<br>(a) is dissolved (other than pursuant to a consolidation, amalgamation or<br>merger);<br>(b) becomes insolvent or is unable to pay its debts or fails or admits in<br>writing its inability generally to pay its debts as they become due;<br>(c) makes a general assignment, arrangement or composition with or for the<br>benefit of its creditors;<br>(d) institutes or has instituted against it, by a regulator, supervisor or any<br>similar official with primary insolvency, rehabilitative or regulatory<br>jurisdiction over it in the jurisdiction of its incorporation or organisation<br>or the jurisdiction of its head or home office, a proceeding seeking a<br>judgment of insolvency or bankruptcy or any other relief under any<br>bankruptcy or insolvency law or other similar law affecting creditors'<br>rights, or a petition is presented for its winding-up or liquidation by it or<br>such regulator, supervisor or similar official;<br>(e) has instituted against it a proceeding seeking a judgment of insolvency<br>or bankruptcy or any other relief under any bankruptcy or insolvency<br>law or other similar law affecting creditors' rights, or a petition is<br>presented for its winding-up or liquidation, and, in the case of any such<br>proceeding or petition instituted or presented against it, such proceeding<br>or petition is instituted or presented by a person or entity not described<br>in paragraph (d) above and:<br>(i) results in a judgment of insolvency or bankruptcy or the entry of<br>an order for relief or the making of an order for its winding-up<br>or liquidation; or<br>(ii) is not dismissed, discharged, stayed or restrained in each case<br>within 30 days of the institution or presentation thereof;<br>(f) has instituted against it any order or measure according to Sections<br>45b(1) (other than section 45b(1) sentence 1 No. 1 and 2), 46 (other than<br>section 46(1) sentence 2 No. 1 and 3), 46b or 46g of the German Banking<br>Act (Kreditwesengesetz) or one or more resolution measures pursuant to<br>Sections 62 et seq. of the German Recovery and Resolution Act<br>(Sanierungs- und Abwicklungsgesetz), however, in each case only if the<br>relevant Finance Party's ability to comply with its obligations under this<br>Agreement is affected thereby;<br>(g) has exercised in respect of it one or more of the stabilisation powers<br>pursuant to Part 1 of the United Kingdom Banking Act 2009 and/or has<br>instituted against it a bank insolvency proceeding pursuant to Part 2 of
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19<br>#4853-4198-8303<br>the United Kingdom Banking Act 2009 or a bank administration<br>proceeding pursuant to Part 3 of the United Kingdom Banking Act 2009;<br>(h) has a resolution passed for its winding-up, official management or<br>liquidation (other than pursuant to a consolidation, amalgamation or<br>merger);<br>(i) seeks or becomes subject to the appointment of an administrator,<br>provisional liquidator, conservator, receiver, trustee, custodian or other<br>similar official for it or for all or substantially all its assets (other than,<br>for so long as it is required by law or regulation not to be publicly<br>disclosed, any such appointment which is to be made, or is made, by a<br>person or entity described in paragraph (d) above);<br>(j) has a secured party take possession of all or substantially all its assets or<br>has a distress, execution, attachment, sequestration or other legal process<br>levied, enforced or sued on or against all or substantially all its assets<br>and such secured party maintains possession, or any such process is not<br>dismissed, discharged, stayed or restrained, in each case, within thirty<br>(30) days thereafter;<br>(k) causes or is subject to any event with respect to it which, under the<br>applicable laws of any jurisdiction, has an analogous effect to any of the<br>events specified in paragraphs (a) to (j) above; or<br>(l) takes any action in furtherance of, or indicating its consent to, approval<br>of, or acquiescence in, any of the foregoing acts;<br>Intellectual Property means:<br>(a) any patents, trademarks, service marks, designs, business names,<br>copyrights, database rights, design rights, domain names, moral rights,<br>inventions, confidential information, knowhow and other intellectual<br>property rights and interests (which may now or in the future subsist),<br>whether registered or unregistered; and<br>(b) the benefit of all applications and rights to use such assets of each<br>member of the Group (which may now or in the future subsist).<br>Interest Period means, in relation to a Loan, each period determined in<br>accordance with Clause 11 (Interest Periods) and, in relation to an Unpaid Sum,<br>each period determined in accordance with Clause 10.5 (Default interest and<br>lump sum damages);<br>Interpolated Historic Screen Rate means, in relation to any Loan, the rate<br>(rounded to the same number of decimal places as the two relevant Screen<br>Rates) which results from interpolating on a linear basis between:
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20<br>#4853-4198-8303<br>(a) the most recent applicable Screen Rate for the longest period (for which<br>that Screen Rate is available) which is less than the Interest Period of<br>that Loan; and<br>(b) the most recent applicable Screen Rate for the shortest period (for which<br>that Screen Rate is available) which exceeds the Interest Period of that<br>Loan,<br>each for euro and each of which is as of a day which is no more than five (5)<br>days before the Quotation Day.<br>Interpolated Screen Rate means, in relation to any Loan, the rate (rounded to<br>the same number of decimal places as the two relevant Screen Rates) which<br>results from interpolating on a linear basis between:<br>(a) the applicable Screen Rate for the longest period (for which that Screen<br>Rate is available) which is less than the Interest Period of that Loan; and<br>(b) the applicable Screen Rate for the shortest period (for which that Screen<br>Rate is available) which exceeds the Interest Period of that Loan,<br>each as of the Specified Time for euro;<br>Italian Banking Law means the Italian Legislative Decree No. 385 of 1<br>September 1993, as subsequently amended and supplemented.<br>Italian Bankruptcy Law means the Italian Royal Decree No. 267 of 16<br>March 1942, as subsequently amended, supplemented and implemented<br>from time to time (including by virtue of Decree Law No. 118 of 24 August<br>2021, as converted into law with amendments and supplemented from time to<br>time).<br>Italian Borrower means a Borrower which is incorporated or established in<br>Italy.<br>Italian Civil Code means the Italian civil code (codice civile), enacted by Royal<br>Decree No. 262 of March 16, 1942, as subsequently amended and<br>supplemented.<br>Italian Crisis and Insolvency Code means the Italian Legislative Decree No.<br>14 of 12 January 2019 (Codice della crisi d’impresa e dell’insolvenza in<br>attuazione della legge 19 ottobre 2017, n. 155), as amended and supplemented<br>from time to time (including by virtue of the Italian Legislative Decree No. 83<br>of 17 June 2022 implementing the EU Directive 2019/1023 of 20 June 2019, as<br>supplemented from time to time).<br>Italian Guarantor means a Guarantor which is incorporated under the laws of<br>the Republic of Italy.
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21<br>#4853-4198-8303<br>Italian Obligor means an Obligor which is incorporated under the laws of the<br>Republic of Italy.<br>Italian Usury Law means the Italian law of 7 March 1996 No. 108 (Disposizioni<br>in materia di usura), as subsequently amended and supplemented, and any<br>related implementing regulations.<br>Legal Reservations means:<br>(a) the limitation on enforcement by laws relating to bankruptcy,<br>insolvency, liquidation, reorganisation, court schemes, moratoria,<br>administration and other laws generally affecting the rights of creditors<br>and similar principles, rights, defences and limitations under the laws of<br>any applicable jurisdiction (including, for the avoidance of doubt, laws<br>relating to the subordination of claims of direct and indirect<br>shareholders, shareholder affiliates and/or group companies);<br>(b) the time barring of claims under any applicable limitation laws, the<br>possibility that a court may strike out provisions of a contract as being<br>invalid for reasons of undue influence or similar reasons, defences of<br>set-off or counterclaim and similar principles, rights, defences and<br>limitations under the laws of any applicable jurisdiction;<br>(c) the principle that an English court may not give effect to an indemnity<br>for legal costs incurred by an unsuccessful litigant; and<br>(d) any other general principles, reservations or qualifications, in each case<br>as to matters of law, as set out in any legal opinion delivered to the Agent<br>under any provision of or otherwise in connection with any Finance<br>Document;<br>Lender means:<br>(a) any Original Lender; and<br>(b) any bank, financial institution, trust, fund or other entity which has<br>become a Party as a "Lender" in accordance with Clause 2.2 (Increase),<br>Clause 2.3 (Increase – Accordion Option) or Clause 24 (Changes to the<br>Lenders),<br>which in each case has not ceased to be a Party as such in accordance with the<br>terms of this Agreement;<br>Leverage has the meaning given to that term in Clause 21.1 (Definitions and<br>interpretation);<br>LMA means the Loan Market Association;
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22<br>#4853-4198-8303<br>Loan means a loan made or to be made under the Facility or the principal<br>amount outstanding for the time being of that loan;<br>Local Facility means a bilateral facility made available by any Ancillary Lender<br>through any of its domestic or foreign branches or any of its Affiliates (a Local<br>Lender) to a Subsidiary of the Company (a Local Borrower) under which (i) the<br>Local Lender and/or the Local Borrower will not become a party to this<br>Agreement and (ii) the Company has provided a Maximum Amount Guarantee<br>(Höchstbetragsgarantie) in favour of the relevant Ancillary Lender and the<br>Local Lender for the liabilities of the Local Borrower under or in connection<br>with the Local Facility;<br>M&A Spike has the meaning given to that term in Clause 21.2 (Financial<br>condition);<br>Majority Lenders means a Lender or Lenders whose Commitments aggregate<br>more than 66⅔ per cent. of the Total Commitments (or, if the Total<br>Commitments have been reduced to zero, aggregated more than 66⅔ per cent.<br>of the Total Commitments immediately prior to the reduction);<br>Margin means the rate per annum determined in accordance with Clause 10.3<br>(Initial Margin and Margin adjustment);<br>Margin Stock means “margin stock” within the meaning of Regulation U of the<br>Board;<br>Material Adverse Effect means a material adverse effect on:<br>(a) the business, assets or financial condition of the Company and/or the<br>Group taken as a whole which is reasonably likely to materially<br>adversely affect the ability of any Obligor to perform its payment<br>obligations under any of the Finance Documents; or<br>(b) subject to the Legal Reservations, the validity or enforceability of the<br>Finance Documents or any of them or the effectiveness or ranking of<br>any Security granted or purporting to be granted pursuant to any of the<br>Finance Documents, in each case in a way which is materially adverse<br>to the interests of the Lenders under the Finance Documents taken as a<br>whole and is, if capable of remedy, not remedied within twenty (20)<br>Business Days of the earlier of (i) the Company becoming aware of the<br>effect or (ii) the giving of notice of the effect by the Agent (for the<br>avoidance of doubt, without double-counting any other applicable<br>remedy period);<br>Material Acquisition has the meaning given to that term in Clause 21.1<br>(Definitions and interpretation);
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23<br>#4853-4198-8303<br>Material Default means any Event of Default under Clause 23.1 (Non-payment), Clause 23.6 (Insolvency), Clause 23.7 (Insolvency proceedings),<br>Clause 23.8 (Creditors' process) or Clause 23.14 (Repudiation);<br>Material Event of Default means an Event of Default set out in Clause 23.1<br>(Non-payment), Clause 23.2 (Financial covenant) (provided that a breach of the<br>financial covenant set out in Clause 21.2 (Financial condition) shall only<br>constitute a Material Event of Default if it is not complied with on two<br>successive Testing Dates), Clause 23.6 (Insolvency), Clause 23.7 (Insolvency<br>proceedings) or Clause 23.8 (Creditors' process);<br>Material Subsidiary means a Subsidiary of the Company whose unconsolidated<br>revenues (Umsatzerlöse) (excluding all intra-Group items and investments in<br>Subsidiaries of any member of the Group) or total assets (Aktivvermögen)<br>represent at least 5 per cent. of consolidated revenues (Umsatzerlöse) or total<br>assets (Aktivvermögen) determined on the basis of the most recent annual<br>Compliance Certificate supplied by the Company and the latest audited financial<br>statements of that Subsidiary (consolidated in the case of a Subsidiary which<br>itself has Subsidiaries) and the latest audited consolidated financial statements<br>of the Group;<br>Maximum Amount Guarantee means a maximum amount guarantee<br>denominated in the Base Curency and governed by German law substantially in<br>the form set out in Schedule 13 (Form of Maximum Amount Guarantee);<br>Month means a period starting on one day in a calendar month and ending on<br>the numerically corresponding day in the next calendar month, except that:<br>(a) (subject to paragraph (c) below) if the numerically corresponding day is<br>not a Business Day, that period shall end on the next Business Day in<br>that calendar month in which that period is to end if there is one, or if<br>there is not, on the immediately preceding Business Day;<br>(b) if there is no numerically corresponding day in the calendar month in<br>which that period is to end, that period shall end on the last Business<br>Day in that calendar month; and<br>(c) if an Interest Period begins on the last Business Day of a calendar month,<br>that Interest Period shall end on the last Business Day in the calendar<br>month in which that Interest Period is to end.<br>The above rules will only apply to the last Month of any period;<br>Multi-account Overdraft means an Ancillary Facility which is an overdraft<br>facility comprising more than one account;<br>Multiemployer Plan means a Plan that is a multiemployer plan as defined in<br>Sections 3(37) or 4001(a)(3) of ERISA;
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24<br>#4853-4198-8303<br>Net Outstandings means, in relation to a Multi-account Overdraft, the Ancillary<br>Outstandings of that Multi-account Overdraft;<br>New Extending Lender has the meaning given to that term in Clause 3.3<br>(General Provisions);<br>New Lender has the meaning given to that term in Clause 24 (Changes to the<br>Lenders);<br>Non-Consenting Lender has the meaning given to that term in Clause 35.7<br>(Non-Consenting Lender);<br>Non-Extending Lender has the meaning given to that term in Clause 3.3<br>(General Provisions);<br>Non-Obligor means a member of the Group which is not an Obligor;<br>Obligor means a Borrower or a Guarantor;<br>Obligors' Agent means the Company, appointed to act on behalf of each Obligor<br>in relation to the Finance Documents pursuant to Clause 2.5 (Obligors' Agent);<br>Original Additional Guarantor has the meaning given to that term in<br>paragraph (f) of Clause 22.14 (Guarantors);<br>Original Financial Statements means the most recent audited consolidated and<br>unconsolidated annual financial statements of each of:<br>(a) the Company and the Original Additional Guarantors (other than Evotec<br>International GmbH and Evotec (UK) Limited) for the financial year<br>which ended on 31 December 2023; and<br>(b) Evotec International GmbH and Evotec (UK) Limited for the financial<br>year which ended on 31 December 2022).<br>Original Guarantor means the Company, qualified as such also in the<br>Guarantee and Security Trust Agreement;<br>Original Obligor means the Original Borrower or the Original Guarantor;<br>Participating Member State means any member state of the European Union<br>that has the euro as its lawful currency in accordance with legislation of the<br>European Union relating to Economic and Monetary Union;<br>Party means a party to this Agreement;<br>PBGC means the Pension Benefit Guaranty Corporation referred to and defined<br>in ERISA and any successor entity performing similar functions;
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25<br>#4853-4198-8303<br>Pension Plan means a Plan (other than a Multiemployer Plan) that is subject to<br>the provisions of Title IV or Section 302 of ERISA or Section 412 of the Code<br>and that is sponsored or maintained by any member of the Group or ERISA<br>Affiliate or to which any member of the Group or ERISA Affiliate contributes<br>or has an obligation to contribute, or in the case of a plan described in<br>Section 4064(a) of ERISA, has made contributions at any time during the<br>immediately preceding six plan years;<br>Plan means an employee benefit plan (as defined in Section 3(3) of ERISA)<br>which any member of the Group or ERISA Affiliate sponsors, maintains or<br>contributes to or with respect to which any member of the Group or ERISA<br>Affiliate has any liability;<br>Qualifying Lender has the meaning given to it in Clause 14 (Tax gross-up and<br>indemnities);<br>Quotation Day means, in relation to any period for which an interest rate is to<br>be determined (if the currency is euro) two TARGET Days before the first day<br>of that period (unless market practice differs in the Relevant Market, in which<br>case the Quotation Day will be determined by the Agent in accordance with<br>market practice in the Relevant Market (and if quotations would normally be<br>given on more than one day, the Quotation Day will be the last of those days));<br>Rating Agency means either of Moody's Investors Service Limited, Standard<br>and Poor's Global Ratings or Fitch Ratings Ltd;<br>Receiver means a receiver or receiver and manager or administrative receiver<br>of the whole or any part of the Charged Property.<br>Related Fund in relation to a fund (the first fund), means a fund which is<br>managed or advised by the same investment manager or investment adviser as<br>the first fund or, if it is managed by a different investment manager or<br>investment adviser, a fund whose investment manager or investment adviser is<br>an Affiliate of the investment manager or investment adviser of the first fund;<br>Relevant Market means, in relation to euro, the European interbank market;<br>Relevant Nominating Body means any applicable central bank, regulator or<br>other supervisory authority or a group of them, or any working group or<br>committee sponsored or chaired by, or constituted at the request of, any of them<br>or the Financial Stability Board;<br>Relevant Period has the meaning given to that term in Clause 21.1 (Definitions<br>and interpretation);<br>Repeating Representations means each of the representations set out in<br>Clauses 19.1 (Status) to 19.7 (Governing law and enforcement),<br>Clause 19.10 (No default), Clause 19.13 (Pari passu ranking) and paragraph (b)
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26<br>#4853-4198-8303<br>of Clause 19.16 (Sanctions, anti-corruption, anti-bribery and anti-money<br>laundering);<br>Replacement Benchmark means a benchmark rate which is:<br>(a) formally designated, nominated or recommended as the replacement for<br>a Screen Rate by:<br>(i) the administrator of that Screen Rate (provided that the market<br>or economic reality that such benchmark rate measures is the<br>same as that measured by that Screen Rate); or<br>(ii) any Relevant Nominating Body,<br>and if replacements have, at the relevant time, been formally designated,<br>nominated or recommended under both paragraphs, the "Replacement<br>Benchmark" will be the replacement under paragraph (ii) above;<br>(b) in the opinion of the Majority Lenders and the Obligors, generally<br>accepted in the international or any relevant domestic syndicated loan<br>markets as the appropriate successor to a Screen Rate; or<br>(c) in the opinion of the Majority Lenders and the Obligors, an appropriate<br>successor to a Screen Rate;<br>Representative means any delegate, agent, manager, administrator, nominee,<br>attorney, trustee or custodian;<br>Resignation Letter means a letter substantially in the form set out in Schedule<br>6 (Form of Resignation Letter);<br>Response Deadline has the meaning given to that term in paragraph (b) of<br>Clause 2.3 (Increase – Accordion Option);<br>Rollover Loan means one or more Loans:<br>(a) made or to be made on the same day that a maturing Loan is due to be<br>repaid;<br>(b) the aggregate amount of which is equal to or less than the amount of the<br>maturing Loan;<br>(c) in the same currency as the maturing Loan; and<br>(d) made or to be made to the same Borrower for the purpose of refinancing<br>that maturing Loan;<br>Sanctioned Territory means, at any time, a country or territory which is subject<br>to general export, import, financial or investment embargo under any Sanctions,<br>which, as of the date of this Agreement, include (but are not limited to) Cherson,
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27<br>#4853-4198-8303<br>Crimea, so-called "Donetsk People's Republic", so-called "Luhansk People's<br>Republic" and Zaporizhja (each as defined and construed in the applicable<br>Sanctions by the relevant Sanctions Authority), Cuba, Iran, North Korea and<br>Syria;<br>Sanctions means any trade, economic or financial sanctions laws, regulations,<br>embargoes or restrictive measures administered, enacted or enforced by any<br>Sanctions Authority;<br>Sanctions Authority means any of:<br>(a) the government of the US;<br>(b) the United Nations;<br>(c) the European Union and each of its member states;<br>(d) the United Kingdom;<br>(e) the Federal Republic of Germany;<br>(f) any jurisdiction of incorporation of any Obligor; or<br>(g) the respective governmental institutions and agencies of any of the<br>foregoing, including, without limitation, the Office of Foreign Assets<br>Control of the US Department of Treasury (OFAC), the US Department<br>of State and His Majesty's Treasury or any other relevant sanctions<br>authority;<br>Sanctions List means the Specially Designated Nationals and Blocked Persons<br>list maintained by OFAC, the Consolidated List of Financial Sanctions Targets<br>and the Investment Ban List maintained by His Majesty's Treasury, or any<br>similar list maintained by, or public announcement of a Sanctions designation<br>made by, a Sanctions Authority, each as amended, supplemented or substituted<br>from time to time;<br>Sanctions Restricted Person means a person:<br>(a) that is listed on any Sanctions List (whether designated by name or by<br>reason of being included in a class of person);<br>(b) that is, or is part of, a government of a Sanctioned Territory;<br>(c) that is domiciled, resident, registered as located or having its place of<br>business in, or is incorporated under the laws of, a Sanctioned Territory;<br>or<br>(d) that is directly or indirectly owned or controlled by, or acting on behalf<br>of, one or more persons referred to in (a), (b) and/or (c) above.
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28<br>#4853-4198-8303<br>For the purpose of this definition ownership is given if an entity is owned by<br>another person or entity by 50 per cent. or more of the proprietary rights;<br>Screen Rate means in relation to EURIBOR, the euro interbank offered rate<br>administered by the European Money Markets Institute (or any other person<br>which takes over the administration of that rate) for the relevant period<br>displayed on page EURIBOR01 of the LSEG screen (or any replacement LSEG<br>page which displays that rate) or on the appropriate page of such other<br>information service which publishes that rate from time to time in place of<br>LSEG. If such page or service ceases to be available, the Agent may specify<br>another page or service displaying the relevant rate after consultation with the<br>Company;<br>Screen Rate Replacement Event means, in relation to the Screen Rate:<br>(a) the methodology, formula or other means of determining the Screen<br>Rate has, in the opinion of the Majority Lenders, and the Obligors' Agent<br>materially changed;<br>(b)<br>(i)<br>(A) the administrator of the Screen Rate or its supervisor<br>publicly announces that such administrator is insolvent;<br>or<br>(B) information is published in any order, decree, notice,<br>petition or filing, however described, of or filed with a<br>court, tribunal, exchange, regulatory authority or similar<br>administrative, regulatory or judicial body which<br>reasonably confirms that the administrator of the Screen<br>Rate is insolvent,<br>provided that, in each case, at that time, there is no successor<br>administrator to continue to provide the Screen Rate;<br>(ii) the administrator of the Screen Rate publicly announces that it<br>has ceased or will cease, to provide the Screen Rate permanently<br>or indefinitely and, at that time, there is no successor<br>administrator to continue to provide the Screen Rate;<br>(iii) the supervisor of the administrator of the Screen Rate publicly<br>announces that the Screen Rate has been or will be permanently<br>or indefinitely discontinued; or<br>(iv) the administrator of the Screen Rate or its supervisor announces<br>that the Screen Rate may no longer be used; or
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29<br>#4853-4198-8303<br>(c) the administrator of the Screen Rate determines that the Screen Rate<br>should be calculated in accordance with its reduced submissions or other<br>contingency or fallback policies or arrangements and either:<br>(i) the circumstance(s) or event(s) leading to such determination are<br>not (in the opinion of the Majority Lenders and the Obligors'<br>Agent) temporary; or<br>(ii) the Screen Rate is calculated in accordance with any such policy<br>or arrangement for a period no less than ten (10) Business Days;<br>or<br>(d) in the opinion of the Majority Lenders and the Obligors' Agent, the<br>Screen Rate is otherwise no longer appropriate for the purposes of<br>calculating interest under this Agreement;<br>Second Anniversary means the second anniversary of the date of this<br>Agreement;<br>Second Anniversary Extending Lender has the meaning given to that term in<br>Clause 3.2 (Extension Prior to the Second Anniversary);<br>Second Anniversary Extension Request has the meaning given to that term in<br>Clause 3.2 (Extension Prior to the Second Anniversary);<br>Second Anniversary Limited Extending Lender has the meaning given to that<br>term in Clause 3.2 (Extension Prior to the Second Anniversary);<br>Second Anniversary Non-Extending Lender has the meaning given to that term<br>in Clause 3.2 (Extension Prior to the Second Anniversary);<br>Second Extension Date has the meaning given to that term in Clause 3.2<br>(Extension Prior to the Second Anniversary);<br>Security means a mortgage, land charge, charge, pledge, lien, assignment or<br>transfer for security purposes, retention of title arrangement or other security<br>interest having a right in rem effect (dingliche Wirkung);<br>Shortfall Accordion Increase Lender has the meaning given to that term in<br>paragraph (e) of Clause 2.3 (Increase – Accordion Option);<br>Shortfall Amount has the meaning given to that term in paragraph (d) of<br>Clause 2.3 (Increase – Accordion Option);<br>Separate Loan has the meaning given to that term in Clause 8 (Repayment);<br>Specified Time means a day or time determined in accordance with Schedule<br>9 (Timetables);
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30<br>#4853-4198-8303<br>Subsidiary means a subsidiary within the meaning of sections 16 and 17<br>German Stock Corporation Act (Aktiengesetz);<br>T2 means the real time gross settlement system operated by the Eurosystem, or<br>any successor system;<br>TARGET Day means any day on which T2 is open for the settlement of<br>payments in euro;<br>Tax means any tax, levy, impost, duty or other charge or withholding of a<br>similar nature (including any penalty or interest payable in connection with any<br>failure to pay or any delay in paying any of the same);<br>Tax Deduction has the meaning given to that term in Clause 14.1 (Definitions);<br>Termination Date means the Initial Termination Date, extended as applicable<br>in accordance with Clause 3 (Extension Option);<br>Testing Date has the meaning given to that term in Clause 21.1 (Definitions and<br>interpretation);<br>Total Commitments means the aggregate of the Commitments being<br>EUR 250,000,000 at the date of this Agreement;<br>Total Consideration has the meaning given to that term in Clause 21.1<br>(Definitions and interpretation);<br>Transaction Security means the Security created or expressed to be created in<br>favour of the Security Agent (or the Finance Parties, as applicable) pursuant to<br>the Transaction Security Documents;<br>Transaction Security Documents means each of the documents set out as being<br>a Transaction Security Document in Clause 22.14 (Guarantors) and any<br>document required to be delivered to the Agent under paragraph 2(f) of Part B<br>of Schedule 2 (Conditions Precedent) together with any other document entered<br>into by any Obligor creating or expressed to create any Security over all or any<br>part of its assets in respect of the obligations of any of the Obligors under any<br>of the Finance Documents;<br>Transfer Certificate means a certificate substantially in the form set out in<br>Schedule 4 (Form of Transfer Certificate) or any other form agreed between the<br>Agent and the Company;<br>Transfer Date means, in relation to an assignment and transfer by way of<br>assumption of contract (Vertragsübernahme) pursuant to Clause 24.5<br>(Procedure for assignment and transfer by way of assumption of contract<br>(Vertragsübernahme)), the later of:<br>(a) the proposed Transfer Date specified in the Transfer Certificate; and
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31<br>#4853-4198-8303<br>(b) the date on which the Agent executes the Transfer Certificate;<br>Umbrella Facility is an Ancillary Facility which is made available to the<br>Company as prerequisite for the provision of credit to its Subsidiaries, if and to<br>the extent that the Company has provided a Maximum Amount Guarantee for<br>the liabilities of any of its Subsidiaries under or in connection with a related<br>Local Facility or related Local Facilities, as the case may be. For the purposes<br>of this Agreement (unless expressly provided otherwise therein), the relevant<br>Ancillary Documents will determine whether the Umbrella Facility will be<br>deemed utilised (i) in the amount of the Maximum Amount Guarantee provided<br>in connection with the relevant Local Facility or Local Facilities or (ii) in the<br>total amount of Local Facility or Local Facilities provided under such Maximum<br>Amount Guarantee, as the case may be. If the relevant Ancillary Documents do<br>not contain a corresponding regulation, alternative (i) applies;<br>Unpaid Sum means any sum due and payable but unpaid by an Obligor under<br>the Finance Documents;<br>US means the United States of America;<br>US Bankruptcy Code means the US Bankruptcy Code (Title 11 of the US<br>Code);<br>US Bankruptcy Law means the US Bankruptcy Code and any other US Federal<br>or State bankruptcy, insolvency or similar law;<br>US Obligor means an Obligor organised or formed under US federal law or the<br>law of any State of the US;<br>Utilisation means a utilisation of the Facility;<br>Utilisation Date means the date of a Utilisation, being the date on which a Loan<br>is to be made;<br>Utilisation Request means a notice substantially in the form set out in Part A of<br>Schedule 3 (Requests);<br>VAT means:<br>(a) any tax imposed in compliance with the Council Directive of 28<br>November 2006 on the common system of value added tax (EC<br>Directive 2006/112); and<br>(b) any other tax of a similar nature, whether imposed in a member state of<br>the European Union in substitution for, or levied in addition to, such tax<br>referred to in paragraph (a) above, or imposed elsewhere; and<br>(c) any value added tax imposed by the United Kingdom Value Added Tax<br>Act 1994.
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32<br>#4853-4198-8303<br>1.2 Construction<br>(a) Unless a contrary indication appears, any reference in this Agreement<br>(and in relation to sub-paragraph (iv) below in relation to any Finance<br>Document) to:<br>(i) the Agent, the Arranger, any Finance Party, any Lender, any<br>Ancillary Lender, any Obligor, any Party or the Security Agent<br>shall be construed so as to include its successors in title,<br>permitted assigns and permitted transferees to, or of, its rights<br>and/or obligations under the Finance Documents;<br>(ii) assets includes present and future properties, revenues and rights<br>of every description;<br>(iii) director includes any statutory legal representative(s)<br>(organschaftlicher Vertreter) of a person pursuant to the laws of<br>its jurisdiction of incorporation, including but not limited to, in<br>relation to a person incorporated or established in Germany, a<br>managing director (Geschäftsführer) or member of the board of<br>directors (Vorstand);<br>(iv) a Finance Document or any other agreement or instrument is a<br>reference to that Finance Document or other agreement or<br>instrument as amended, novated, supplemented, extended or<br>restated;<br>(v) a group of Lenders includes all the Lenders;<br>(vi) indebtedness includes any obligation (whether incurred as<br>principal or as surety) for the payment or repayment of money,<br>whether present or future, actual or contingent;<br>(vii) a person includes any individual, firm, company, corporation,<br>government, state or agency of a state or any association, trust,<br>joint venture, consortium, partnership or other entity (whether or<br>not having separate legal personality);<br>(viii) a regulation includes any regulation, rule, official directive,<br>request or guideline (whether or not having the force of law, but<br>if not having the force of law, which is generally complied with<br>by those to whom it is addressed) of any governmental,<br>intergovernmental or supranational body, agency, department or<br>of any regulatory, self-regulatory or other authority or<br>organisation;<br>(ix) a provision of law is a reference to that provision as amended or<br>re-enacted from time to time; and
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33<br>#4853-4198-8303<br>(x) a time of day is a reference to Düsseldorf time.<br>(b) The determination of the extent to which a rate is for a period equal in<br>length to an Interest Period shall disregard any inconsistency arising<br>from the last day of that Interest Period being determined pursuant to the<br>terms of this Agreement.<br>(c) Section, Clause and Schedule headings are for ease of reference only.<br>(d) Unless a contrary indication appears, a term used in any other Finance<br>Document or in any notice given under or in connection with any<br>Finance Document has the same meaning in that Finance Document or<br>notice as in this Agreement.<br>(e) A Borrower providing cash cover for an Ancillary Facility means a<br>Borrower paying an amount in the currency of the relevant Ancillary<br>Facility to an account (which must not be an account bearing negative<br>interest) in the name of that Borrower and the following conditions being<br>met:<br>(i) the account is with the Ancillary Lender for which that cash<br>cover is to be provided;<br>(ii) until no amount is or may be outstanding under that Ancillary<br>Facility, withdrawals from the account may only be made to pay<br>the relevant Finance Party amounts due and payable to it under<br>this Agreement in respect of that Ancillary Facility; and<br>(iii) that Borrower has executed a security document over that<br>account, in form and substance satisfactory to the Finance Party<br>with which that account is held, creating a first ranking security<br>interest over that account.<br>(f) A Borrower repaying or prepaying Ancillary Outstandings means:<br>(i) that Borrower providing cash cover in respect of those Ancillary<br>Outstandings; or<br>(ii) the maximum amount payable under that Ancillary Facility<br>being reduced or cancelled in accordance with its terms; or<br>(iii) the Ancillary Lender has confirmed to the Agent that it shall no<br>longer have any claims against the Lenders or any other Finance<br>Party under this Agreement in respect to those Ancillary<br>Outstandings; or<br>(iv) the Ancillary Lender being satisfied that it has no further liability<br>under that Ancillary Facility; or
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34<br>#4853-4198-8303<br>(v) the implementation of any other arrangement, including the<br>delivery of a counter-guarantee or any agreement pursuant to<br>which the Ancillary Outstandings shall be continued on a<br>bilateral basis, in each case as agreed with the relevant Ancillary<br>Lender,<br>and the amount by which Ancillary Outstandings are repaid or prepaid<br>under paragraphs (i) and (ii) above is the amount of the relevant cash<br>cover, reduction or cancellation.<br>(g) An amount borrowed includes any amount utilised under an Ancillary<br>Facility.<br>(h) A Default, an Event of Default, a Material Default and a Material Event<br>of Default is continuing if it has not been remedied or waived.<br>(i) Subject to Clause 35.3 (Other exceptions) but otherwise notwithstanding<br>any term of any Finance Document, the consent of any person who is<br>not a Party is not required to rescind or vary this Agreement at any time.<br>(j) A reference in this Agreement to a page or screen of an information<br>service displaying a rate shall include:<br>(i) any replacement page of that information service which displays<br>that rate; and<br>(ii) the appropriate page of such other information service which<br>displays that rate from time to time in place of that information<br>service,<br>and, if such page or service ceases to be available, shall include any other<br>page or service displaying that rate specified by the Agent after<br>consultation with the Company.<br>(k) Nothing in this Agreement shall be construed as to exclude the liability<br>of any person for its own wilful misconduct (Vorsatz).<br>1.3 Currency symbols and definitions<br>€, EUR and euro denote the single currency of the Participating Member States.<br>1.4 Basket testing<br>(a) Any amounts incurred or transactions undertaken on the basis of any<br>basket, test or permission where an element is set by reference to a<br>percentage of total consolidated assets or consolidated assets of the<br>Group (Total Assets Based Basket) shall (provided that such amounts<br>or transactions are, at the time of incurrence or undertaking, duly and<br>properly incurred or undertaken in accordance with the relevant basket,
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35<br>#4853-4198-8303<br>test or permission) be treated as having been duly and properly incurred<br>or undertaken without the occurrence of an Event of Default even in the<br>event that such Total Assets Based Basket subsequently decreases by<br>virtue of operation of that calculation.<br>(b) Notwithstanding any other provisions to the contrary in this Agreement<br>or any other Finance Document, any financial definition or incurrence<br>based permission, test or basket (including a Total Asset Based Basket<br>or the calculation of the Leverage) shall be calculated against the latest<br>(i) audited consolidated annual financial statements of the Company<br>delivered pursuant to paragraph (a) of Clause 20.1 (Financial<br>statements) or (ii) (except in the case of any Total Asset Based Basket)<br>unaudited consolidated quarterly financial statements of the Company<br>delivered pursuant to paragraph (b) of Clause 20.1 (Financial<br>statements), whichever are most recently delivered to the Agent.<br>1.5 English language<br>This Agreement is made in the English language. For the avoidance of doubt,<br>the English language version of this Agreement shall prevail over any<br>translation of this Agreement. However, where a German translation of a word<br>or phrase appears in the text of this Agreement, the German translation of such<br>word or phrase shall prevail.<br>1.6 French terms<br>(a) In this Agreement, where it relates to a French entity and unless<br>expressly provided to the contrary, a reference to:<br>(i) a director includes a reference to a member of the board of<br>directors (conseil d’administration), a member of a supervisory<br>board (comité de surveillance or conseil de surveillance), an<br>administrateur, a gérant, a member of a management board<br>(conseil de gérance) or a member of a directoire;<br>(ii) acting in concert has the meaning given in article L.233-10 of<br>the French Commercial Code;<br>(iii) a composition, compromise, assignment, arrangement with any<br>creditor or similar arrangement with any creditor includes a<br>procédure de conciliation or a mandat ad hoc under “Livre VI”<br>of the French Commercial Code;<br>(iv) a company controlled has the meaning ascribed to such term by<br>Article L. 233-3 I, 1° and 2° of the French Commercial Code;<br>(v) constitutional documents means the most recent statuts of the<br>relevant entity;
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36<br>#4853-4198-8303<br>(vi) financial assistance has the meaning given in article L. 225-216<br>of the French Commercial Code;<br>(vii) a guarantee includes any cautionnement, aval and any guarantee<br>which is independent from the debt to which it relates and any<br>type of sûreté personnelle as defined in article 2287-1 of the<br>French Civil Code;<br>(viii) gross negligence includes a faute lourde;<br>(ix) a lease includes an opération de crédit-bail;<br>(x) a liquidator, receiver, administrative receiver, administrator,<br>trustee, compulsory manager or other similar officer includes an<br>administrateur judiciaire, mandataire ad hoc, conciliateur,<br>mandataire liquidateur or any other person appointed as a result<br>of any proceedings described in paragraphs (iii) above or (xix)<br>below;<br>(xi) a person being unable to pay its debts as they fall due includes<br>that person being in a state of cessation des paiements (within<br>the meaning of article L. 631-1 of the French Commercial Code);<br>(xii) merger includes any fusion implemented in accordance with<br>articles L. 236-1 to L. 236-17 and L. 236-31 to L.236-45 of the<br>French Commercial Code;<br>(xiii) a moratorium includes a moratorium under a conciliation<br>procedure in accordance with articles L. 611-4 to L. 611-16 of<br>the French Commercial Code;<br>(xiv) a reconstruction includes, in relation to any company, any<br>contribution of part of its business in consideration of shares<br>(apport partiel d’actifs) and any merger (fusions) or demerger<br>(scission) implemented in accordance with articles L. 236-1 to<br>L. 236-53 of the French Commercial Code;<br>(xv) a security or security interest includes any type of security<br>(sûreté réelle), transfer or assignment by way of security and<br>fiducie- sûreté;<br>(xvi) a transfer includes any means of transfer of rights and/or<br>obligations under French law;<br>(xvii) trustee, fiduciary and fiduciary duty has in each case the<br>meaning given to that term under any applicable law;<br>(xviii) wilful misconduct includes dol; and
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37<br>#4853-4198-8303<br>(xix) a winding-up, dissolution, administration or reorganisation<br>includes a redressement judiciaire, cession totale de l'entreprise,<br>liquidation judiciaire or a procédure de sauvegarde (including<br>the sauvegarde accélérée) under “Livre VI” of the French<br>Commercial Code.<br>(b) Notwithstanding any other term of this Agreement or any other Finance<br>Document:<br>(i) the representations made (or to be made) under Clause 19<br>(Representations) and the undertakings to be given under<br>Clause 22 (General Undertakings) by each French Guarantor<br>shall be made for itself and, where provided for, for each of its<br>Subsidiaries only; and<br>(ii) the obligations of any French Guarantor under this Agreement<br>will not extend beyond a point where they would constitute a<br>provision of financial assistance within the meaning of article L.<br>225-216 of the French Commercial Code and/or would<br>constitute a misuse of corporate assets or corporate credit within<br>the meaning of article L. 242-6, L. 241-3 or L. 244-1 of the<br>French Commercial Code (or other applicable similar<br>prohibitions).<br>1.7 Italian terms<br>In this Agreement, where it relates to a person: (i) incorporated; (ii) established;<br>(iii) constituted; (iv) formed; (v) which carries on, or has carried on, business;<br>or (vi) that has immovable property, in each case, in Italy, a reference to:<br>(a) a “liquidation”, “winding-up”, “administration”, or “dissolution”,<br>includes any scioglimento, liquidazione, and any other proceedings or<br>legal concepts similar to the foregoing;<br>(b) “insolvency”, “solvency”, “insolvent” and “solvent” shall be interpreted<br>within the meaning of article 2, letter b) of the Italian Crisis and<br>Insolvency Code and/or article 3 of Legislative Decree No. 270 of 8 July<br>1999 (as amended from time to time) and/or any other analogous Italian<br>Crisis and Insolvency Code provisions entering into force, to the extent<br>relevant and applicable;<br>(c) an insolvency proceeding includes:<br>(i) any voluntary or involuntary liquidation, winding-up,<br>administration, dissolution (other than on a solvent basis),<br>judicial liquidation, bankruptcy (to the extent applicable after 15<br>July 2022), insolvency, reorganisation, moratorium,
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38<br>#4853-4198-8303<br>compromise, composition or other relief with respect to any<br>person or that person’s debts;<br>(ii) any proceeding aimed at seeking the appointment of, or taking<br>possession by a liquidator, commissioner, examiner, receiver,<br>administrative receiver, administrator, insolvency administrator,<br>trustee in bankruptcy, custodian, judicial custodian, conservator<br>or other similar official for any person or for all or any substantial<br>part of that person’s assets;<br>(iii) any procedura concorsuale, including judicial liquidation<br>(liquidazione giudiziale), composition with creditors<br>(concordato preventivo) pursuant to articles 84 and ff. of the<br>Italian Crisis and Insolvency Code, concordato nella<br>liquidazione giudiziale pursuant to articles 240 and ff. of the<br>Italian Crisis and Insolvency Code, forced administrative<br>liquidation (liquidazione coatta amministrativa) pursuant to<br>articles 293 and ff. of the Italian Crisis and Insolvency Code,<br>amministrazione straordinaria under Italian Law No. 39 of 18<br>February 2004 or misure urgenti per la ristrutturazione<br>industriale delle grandi imprese in stato di insolvenza, cessio<br>bonorum, proposte di concordato, concordato in bianco,<br>cessione dei beni ai creditori pursuant to article 1977 of the<br>Italian Civil Code, restructuring plan (piano di risanamento)<br>pursuant to article 56 of the Italian Crisis and Insolvency Code,<br>entering into an accordo di ristrutturazione dei debiti pursuant<br>to article 57 and ff. of the Italian Crisis and Insolvency Code,<br>accordo di ristrutturazione agevolato pursuant to article 60 of<br>the Italian Crisis and Insolvency Code, accordo di<br>ristrutturazione ad efficacia estesa pursuant to article 61 of the<br>Italian Crisis and Insolvency Code, an accordo di<br>ristrutturazione con intermediari finanziari or a convenzione di<br>moratoria pursuant to article 62 of the Italian Crisis and<br>Insolvency Code, tax and contributions transaction (transazione<br>su crediti tributari e contributivi) pursuant to article 63 of the<br>Italian Crisis and Insolvency Code, a restructuring plan subject<br>to homologation (piano di ristrutturazione soggetto ad<br>omologazione) pursuant to article 64-bis of the Italian Crisis and<br>Insolvency Code, domanda di accesso ad uno strumento di<br>regolazione della crisi e dell’insolvenza con riserva di deposito<br>di documentazione pursuant to article 44 of the Italian Crisis and<br>Insolvency Code, filing a petition for a concordato preventivo or<br>for a concordato semplificato pursuant to article 25-sexies of the<br>Italian Crisis and Insolvency Code, simplified asset liquidation<br>procedure (concordato semplificato per la liquidazione del
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39<br>#4853-4198-8303<br>patrimonio) pursuant to article 25-sexies and ff. of the Italian<br>Crisis and Insolvency Code, minor composition with creditors<br>(concordato minore) pursuant to article 74 and ff. of the Italian<br>Crisis and Insolvency Code, amministrazione straordinaria<br>delle grandi imprese in stato di insolvenza under Italian Law No.<br>270 of 8 July 1999, as amended, concordato, crisis settlement<br>procedure (composizione negoziata della crisi) pursuant article<br>12 and ff. of the Italian Crisis and Insolvency Code, accordi di<br>ristrutturazione e piano attestato di gruppo pursuant to article<br>284 and ff. of the Italian Crisis and Insolvency Code and any<br>equivalent insolvency proceeding under any Italian law or<br>regulation enacted or entered into force after the date of this<br>Agreement, replacing, amending or integrating the Italian Crisis<br>and Insolvency Code, as well as any other procedure set out as<br>procedura di risanamento and/or procedura di liquidazione<br>pursuant to Italian Legislative Decree no. 170 of 21 May 2004.<br>It being understood that the provisions under the Italian<br>Bankruptcy Law continue to apply with reference to any<br>proceedings commenced before 15 July 2022 and therefore the<br>relevant tools and proceedings are intended to be included herein<br>to the extent applicable;<br>(iv) any proceedings or act in any other jurisdiction with the same<br>purposes or effects pursued by the procedures or acts mentioned<br>under sub-paragraph (iii) above,<br>(d) a “liquidator”, “commissioner”, “examiner”, “receiver”, “administrative<br>receiver”, “administrator”, “insolvency administrator”. “custodian”,<br>“trustee in bankruptcy”, “judicial custodian”, “conservator” or similar<br>terms includes, without limitation, a curatore, commissario giudiziale,<br>esperto, commissario straordinario, commissario liquidatore,<br>liquidatore or any other person (including, without limitation, those<br>persons provided in the Italian Crisis and Insolvency Code provisions<br>once in force) performing the same function of each of the foregoing;<br>(e) a “step” or “procedure” taken in connection with insolvency proceedings<br>in respect of any person includes, without limitation, that person<br>formally making a proposal to assign its assets pursuant to Article 1977<br>of the Italian Civil Code (cessione dei beni ai creditori), approving the<br>filing of a petition for the appointment of an expert (esperto) for the<br>purposes of a composizione negoziata della crisi pursuant to article 17<br>and ff. of the Italian Crisis and Insolvency Code, or pursuant to article<br>40 and ff. of the Italian Crisis and Insolvency Code, or of a domanda di<br>accesso ad uno strumento di regolazione della crisi e dell'insolvenza con<br>riserva di deposito di documentazione pursuant to article 44 of the
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40<br>#4853-4198-8303<br>Italian Crisis and Insolvency Code, or of a simplified asset liquidation<br>procedure (concordato semplificato per la liquidazione del patrimonio)<br>pursuant to article 25-sexies and ff. of the Italian Crisis and Insolvency<br>Code, or of minor composition with creditors (concordato minore)<br>pursuant to article 74 and ff. of the Italian Crisis and Insolvency Code,<br>or the appointment of an independent expert (professionista<br>indipendente) for the certification (attestazione) of restructuring<br>arrangements pursuant to article 57, 60 and/or 61 of the Italian Crisis<br>and Insolvency Code, or of a moratorium agreement (convenzione di<br>moratoria) pursuant to article 62 of the Italian Crisis and Insolvency<br>Code, or of a tax and contributions transaction (transazione su crediti<br>tributari e contributivi) pursuant to article 63 of the Italian Crisis and<br>Insolvency Code, or of a restructuring plan, implementing a piano di<br>risanamento pursuant to article 56 of the Italian Crisis and Insolvency<br>Code, entering into an accordo di ristrutturazione dei debiti pursuant to<br>article 57 of the Italian Crisis and Insolvency Code, an accordo di<br>ristrutturazione con intermediari finanziari or a convenzione di<br>moratoria pursuant to article 61 and 62 of the Italian Crisis and<br>Insolvency Code, filing a petition for a concordato preventivo or<br>entering into a similar arrangement for a substantial part of its creditors<br>or of a plan subject to homologation (piano di ristrutturazione soggetto<br>ad omologazione) pursuant to article 64-bis and ff. of the Italian Crisis<br>and Insolvency Code. It being understood that the provisions under the<br>Italian Bankruptcy Law continue to apply with reference to any<br>proceedings commenced before 15 July 2022 and therefore any filing of<br>documents, any executed agreement or other action adopted in order to<br>activate the relevant tools and proceedings are intended to be included<br>herein to the extent applicable;<br>(f) an “attachment” or “order” includes, without limitation, a pignoramento<br>or a sequestro;<br>(g) a “lease” includes a contratto di locazione or comodato;<br>(h) a “matured obligation” and “an obligation being due” includes, without<br>limitation, any credito liquido ed esigibile and credito scaduto;<br>(i) a reference to financial assistance means unlawful financial assistance<br>within the meaning of articles 2358 and/or 2474 of the Italian Civil Code<br>as applicable;<br>(j) “wilful misconduct” or “wilful breach” (or similar expression) shall be<br>construed as the Italian expression dolo;<br>(k) a “security” or a “lien” that relates to a security governed by Italian law<br>includes, without limitation, any pegno (including, to the extent
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41<br>#4853-4198-8303<br>implemented under Italian law, the pegno mobiliare non possessorio<br>pursuant to Italian Law Decree No. 59 of 3 May 2016 converted into law<br>no. 119 dated 30 June 2016), ipoteca, privilegio (including the privilegio<br>speciale pursuant to Article 46 of the Italian Banking Law), cessione del<br>credito in garanzia, diritto reale di garanzia, finanziamento alle imprese<br>garantito da trasferimento di bene immobile sospensivamente<br>condizionato pursuant to Italian Law Decree No. 59 of 3 May 2016<br>converted into law no. 119 dated June 30, 2016 and any other garanzia<br>reale or other transactions having the same effect as each of the<br>foregoing;<br>(l) a “guarantee”, if referred to a guarantee governed by Italian law<br>includes, without limitation, any fideiussione, garanzia a prima<br>domanda or garanzia personale;<br>(m) a “limited liability company” means società a responsabilità limitata;<br>and<br>(n) a “joint stock company” means società per azioni.<br>1.8 Relevant Restructuring Event<br>(a) Notwithstanding anything to the contrary in this Agreement, the Finance<br>Parties are not entitled to:<br>(i) cancel any of their Commitments;<br>(ii) terminate or cancel this Agreement or the Facility;<br>(iii) refuse to make a Utilisation;<br>(iv) cancel, accelerate, declare due and payable or cause repayment<br>or prepayment of any amounts owing under this Agreement or<br>any other Finance Document prior to its stated maturity; or<br>(v) otherwise withhold performance or terminate, accelerate or, in<br>any other way, modify this Agreement or any other Finance<br>Document to the detriment of an Obligor,<br>solely by reason of the occurrence of an applicable Relevant<br>Restructuring Event in relation to any Obligor, in each case if and to the<br>extent such rights, remedies and/or measures are restricted or excluded<br>by any applicable Relevant Termination Restriction.<br>(b) Nothing in this Clause 1.8 shall limit or exclude:<br>(i) any of the obligations of an Obligor under this Agreement or any<br>other Finance Document; or
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42<br>#4853-4198-8303<br>(ii) any of the rights, remedies or entitlements of the Finance Parties:<br>(A) against an Obligor arising on, or being available because<br>of, any ground other than the occurrence of any<br>applicable Relevant Restructuring Event; or<br>(B) being available under any applicable law (including<br>section 55 paragraph 3 of the StaRUG).<br>(c) In this Clause 1.8:<br>COMI means, in relation to a person, its centre of main interests (as that<br>term is used in article 3(1) of the Regulation (EU) 2015/848 of 20 May<br>2015 on insolvency proceedings (recast) (the Regulation) or any<br>establishment (as that term is used in article 2(10) of the Regulation) of<br>that person.<br>EU Restructuring Directive means the Directive (EU) 2019/1023 of the<br>European Parliament and of the Council of 20 June 2019 on preventive<br>restructuring frameworks, on discharge of debt and disqualifications,<br>and on measures to increase the efficiency of procedures concerning<br>restructuring, insolvency and discharge of debt, amending Directive<br>(EU) 2017/1132 (Directive on restructuring and insolvency).<br>Relevant Termination Restriction means:<br>(i) if the Company has its COMI in Germany, section 44<br>paragraph 1 of the StaRUG; and<br>(ii) if the Company has its COMI in a member state of the European<br>Union (other than Germany), Iceland, Liechtenstein or Norway,<br>the law or regulation of that member state of the European<br>Union, Iceland, Liechtenstein or Norway, as the case may be,<br>which implements paragraph 5 of article 7 (Consequences of the<br>stay of individual enforcement actions) of the EU Restructuring<br>Directive.<br>Relevant Restructuring Event means:<br>(i) if an Obligor has its COMI in Germany, any StaRUG Event; and<br>(ii) if an Obligor has its COMI in a member state of the European<br>Union (other than Germany), Iceland, Liechtenstein or Norway,<br>any event in relation to which the law or regulation of that<br>member state of the European Union, Iceland, Liechtenstein or<br>Norway, as the case may be, which implements paragraph 5 of<br>article 7 (Consequences of the stay of individual enforcement
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43<br>#4853-4198-8303<br>actions) of the EU Restructuring Directive restricts or excludes<br>a creditor's rights, remedies and/or measures vis-à-vis the<br>relevant debtor(s) which are or become available or exercisable<br>by reason of such event.<br>StaRUG means the German Act on the Stabilisation and Restructuring<br>Framework for Companies (Unternehmensstabilisierungs- und -<br>restrukturierungsgesetz).<br>StaRUG Event means, in relation to a person which has its COMI in<br>Germany, a restructuring matter (Restrukturierungssache) being<br>pending (rechtshängig) against that person or that person utilising any<br>tools of the restructuring or stabilisation framework (Instrumente des<br>Stabilisierungs- und Restrukturierungsrahmens) pursuant to the<br>StaRUG.
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44<br>#4853-4198-8303<br>SECTION 2<br>THE FACILITY<br>2. THE FACILITY<br>2.1 The Facility<br>(a) Subject to the terms of this Agreement the Lenders make available to the<br>Borrowers a revolving credit facility in an aggregate amount equal to the<br>Total Commitments.<br>(b) Subject to the terms of this Agreement and the Ancillary Documents, an<br>Ancillary Lender may make all or part of its Commitment available to<br>any Borrower as an Ancillary Facility.<br>2.2 Increase<br>(a) The Company may by giving prior notice to the Agent after the effective<br>date of a cancellation of:<br>(i) the Available Commitment of a Defaulting Lender in accordance<br>with paragraph (h) of Clause 9.5 (Right of replacement or<br>repayment and cancellation in relation to a single Lender); or<br>(ii) the Commitment of a Lender in accordance with:<br>(A) Clause 9.1 (Illegality); or<br>(B) paragraph (a) of Clause 9.5 (Right of replacement or<br>repayment and cancellation in relation to a single<br>Lender),<br>request that the Commitments be increased (and the Commitments shall<br>be so increased) in an aggregate amount in euro of up to the amount of<br>the Available Commitment or Commitment so cancelled, as follows:<br>(1) the increased Commitments will be assumed by<br>one or more Lenders or other banks or financial<br>institutions (each an Increase Lender) selected<br>by the Company (each of which is not a member<br>of the Group) and each of which confirms in<br>writing (whether in the relevant Increase<br>Confirmation or otherwise) its willingness to<br>assume and does assume all the obligations of a<br>Lender corresponding to that part of the increased<br>Commitments which it is to assume, as if it had<br>been an Original Lender;
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45<br>#4853-4198-8303<br>(2) each of the Obligors and any Increase Lender<br>shall assume obligations towards one another<br>and/or acquire rights against one another as the<br>Obligors and the Increase Lender would have<br>assumed and/or acquired had the Increase Lender<br>been an Original Lender;<br>(3) each Increase Lender shall become a Party as a<br>"Lender" and any Increase Lender and each of the<br>other Finance Parties shall assume obligations<br>towards one another and acquire rights against<br>one another as that Increase Lender and those<br>Finance Parties would have assumed and/or<br>acquired had the Increase Lender been an<br>Original Lender;<br>(4) the Commitments of the other Lenders shall<br>continue in full force and effect; and<br>(5) any increase in the Commitments shall take effect<br>on the date specified by the Company in the<br>notice referred to above or any later date on which<br>the conditions set out in paragraph (b) below are<br>satisfied.<br>(b) An increase in the Commitments relating to the Facility will only be<br>effective on:<br>(i) the execution by the Agent of an Increase Confirmation from the<br>relevant Increase Lender; and<br>(ii) in relation to an Increase Lender which is not a Lender<br>immediately prior to the relevant increase, the Agent being<br>satisfied that it has complied with all necessary "know your<br>customer" or other similar checks under all applicable laws and<br>regulations in relation to the assumption of the increased<br>Commitments by that Increase Lender. The Agent shall promptly<br>notify the Company and the Increase Lender upon being so<br>satisfied.<br>(c) Each Increase Lender, by executing the Increase Confirmation, confirms<br>(for the avoidance of doubt) that the Agent has authority to execute on<br>its behalf any amendment or waiver that has been approved by or on<br>behalf of the requisite Lender or Lenders in accordance with this<br>Agreement on or prior to the date on which the increase becomes<br>effective in accordance with this Agreement and that it is bound by that
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46<br>#4853-4198-8303<br>decision to the same extent as it would have been had it been an Original<br>Lender.<br>(d) The Company shall, promptly on demand, pay the Agent and the<br>Security Agent the amount of all costs and expenses (including legal<br>fees) reasonably incurred by either of them and, in the case of the<br>Security Agent, by any Receiver or Delegate in connection with any<br>increase in Commitments under this Clause 2.2.<br>(e) The Increase Lender shall, on the date upon which the increase takes<br>effect, pay to the Agent (for its own account) a fee in an amount equal<br>to the fee which would be payable under Clause 24.3 (Assignment or<br>assignment and transfer by assumption of contract<br>(Vertragsübernahme) fee) if the increase was a transfer pursuant to<br>Clause 24.5 (Procedure for assignment and transfer by assumption of<br>contract (Vertragsübernahme)) and if the Increase Lender was a New<br>Lender.<br>(f) The Company may pay to the Increase Lender a fee in the amount and<br>at the times agreed between the Company and the Increase Lender in a<br>letter between the Company and the Increase Lender setting out that fee.<br>A reference in this Agreement to a Fee Letter shall include any letter<br>referred to in this paragraph (f).<br>(g) Neither the Agent nor any Lender shall have any obligation to find an<br>Increase Lender and in no event shall any Lender whose Commitment is<br>replaced by an Increase Lender be required to pay or surrender any of<br>the fees received by such Lender pursuant to the Finance Documents.<br>(h) Clause 24.4 (Limitation of responsibility of Existing Lenders) shall<br>apply mutatis mutandis in this Clause 2.2 in relation to an Increase<br>Lender as if references in that Clause to:<br>(i) an Existing Lender were references to all the Lenders<br>immediately prior to the relevant increase;<br>(ii) the New Lender were references to that "Increase Lender";<br>(iii) a re-transfer and re-assignment were references to respectively<br>a transfer and assignment; and<br>(iv) a re-assignment and re-assignment and re-transfer by<br>assumption of contract (Vertragsübernahme) were references<br>to respectively an assignment and assignment and transfer by<br>assumption of contract (Vertragsübernahme).
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47<br>#4853-4198-8303<br>2.3 Increase – Accordion Option<br>(a) The Company may at any time, but not more than twice in total over the<br>lifetime of the Facility, by delivery to the Agent of a duly completed<br>Accordion Increase Request, request that the Total Commitments be<br>increased, provided that:<br>(i) each Accordion Increase Amount must be in a minimum amount<br>of EUR 25,000,000 in respect of any proposed increase of the<br>Total Commitments;<br>(ii) after giving effect to the increases requested in all the Accordion<br>Increase Requests, these would not result in the aggregate of all<br>Accordion Increase Amounts to exceed EUR 100,000,000<br>during the lifetime of the Facility;<br>(iii) the Company shall, at the same time as delivering the Accordion<br>Increase Request, confirm to the Agent that:<br>(A) all Repeating Representations are true and correct in all<br>material respects by reference to the facts and<br>circumstances then subsisting; and<br>(B) no Event of Default has occurred which is continuing on<br>the date of the Accordion Increase Request or would<br>result from such increase in the Total Commitments;<br>(iv) the Company must initially only request that the existing Lenders<br>increase their Commitments on a pro rata basis (such a pro rata<br>amount, the Accordion Initial Allocation);<br>(v) the respective Accordion Increase Request is delivered during<br>the Availability Period; and<br>(vi) any decision whether to increase any Commitment under this<br>Agreement pro rata or in an amount which is less than its pro<br>rata share in the Total Commitments shall be made by each<br>Lender at its sole discretion and no Commitment of a Lender<br>shall be increased without the prior written consent of that<br>Lender and each Lender is free (in its absolute discretion) to<br>agree or not to agree to an Accordion Increase Request.<br>(b) Each existing Lender that is willing to increase its Commitment (an<br>Accordion Increase Lender) in an amount equal to its Accordion Initial<br>Allocation or any lower amount shall, within 15 Business Days of the<br>date of delivery of the Accordion Increase Request by the Company to<br>the Agent (the last day of such 15 Business Days period, the Response<br>Deadline) (which shall be delivered by the Agent to the existing Lenders
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48<br>#4853-4198-8303<br>promptly upon delivery to the Agent, together with the indication of the<br>Accordion Initial Allocation for each existing Lender), deliver to the<br>Agent and to the Company a duly completed and countersigned<br>Accordion Increase Confirmation setting out its Accordion Initial<br>Allocation or any lower amount (the aggregate of such committed<br>Accordion Initial Allocations and such committed lower amounts<br>notified by any existing Lenders being the Accordion Initial Increase<br>Amount). Any Lender that fails to deliver to the Agent and Company an<br>Accordion Increase Confirmation shall be deemed to have notified the<br>Agent and Company that it is not willing to increase its Commitment.<br>(c) The Commitments of the existing Lenders which have committed to<br>increase their respective Commitments by delivering a duly completed<br>and countersigned Accordion Increase Confirmation until the Response<br>Deadline pursuant to paragraph (b) above shall be increased with<br>binding effect for all Parties in accordance with such Accordion Increase<br>Confirmations with effect from the date which falls two (2) Business<br>Days after the Response Deadline or any later date specified by the<br>Company in the relevant Accordion Increase Request, subject to the<br>execution by the Agent of such Accordion Increase Confirmations and<br>satisfaction of the other conditions set out in this Clause 2.3 (such date<br>being an Accordion Increase Date 1).<br>(d) If any existing Lender does not deliver to the Agent and the Company a<br>duly completed and countersigned Accordion Increase Confirmation or<br>delivers a duly completed and countersigned Accordion Increase<br>Confirmation committing only a lower amount than its respective<br>Accordion Initial Allocation pursuant to paragraph (b) above (the<br>resulting difference between the Accordion Increase Amount and the<br>Accordion Initial Increase Amount being the Shortfall Amount), the<br>Company may offer to any existing Lender and/or to one or more other<br>banks or financial institutions selected by the Company (each of which<br>shall not be a member of the Group) that may be willing to become an<br>Accordion Increase Lender to commit the Shortfall Amount (in whole<br>or in part) by delivery of a (further) duly completed Accordion Increase<br>Request.<br>(e) Each such existing Lender and/or other bank or financial institution<br>selected by the Company (each of which shall not be a member of the<br>Group) that is willing to become an Accordion Increase Lender with<br>respect to the Shortfall amount (in whole or in part) (each a Shortfall<br>Accordion Increase Lender) shall, within 15 Business Days of the date<br>of delivery of the (further) Accordion Increase Request by the Company<br>to the Agent in accordance with the preceeding paragraphs of this<br>Clause 2.3, deliver to the Agent and the Company a duly completed and
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49<br>#4853-4198-8303<br>countersigned Accordion Increase Confirmation in respect of any such<br>Commitment that it is willing to make available in respect of the<br>Shortfall Amount.<br>(f) Each such other bank or financial institution selected by the Company<br>(each of which shall not be a member of the Group) that is willing to<br>become an Accordion Increase Lender by delivering a duly completed<br>and countersigned Accordion Increase Confirmation pursuant to<br>paragraphs (d) and (e) above shall be construed as an "Accordion<br>Increase Lender" for the purposes of this Clause 2.3, subject to it<br>becoming a Party as a "Lender" pursuant to paragraph (j)(iii) of this<br>Clause 2.3.<br>(g) The Commitments of the Shortfall Accordion Increase Lenders which<br>have committed to increase their respective Commitments or assume<br>new Commitments (as applicable) by delivering a duly completed and<br>countersigned Accordion Increase Confirmation pursuant to<br>paragraph (e) above shall be increased or assumed (as applicable) with<br>binding effect for all Parties in accordance with such Accordion Increase<br>Confirmations with effect from the date which falls two (2) Business<br>Days after the relevant Response Deadline or any later date specified by<br>the Company in the relevant Accordion Increase Request, subject to the<br>execution by the Agent of such Accordion Increase Confirmations and<br>satisfaction of the other conditions set out in this Clause 2.3 (such date<br>being an Accordion Increase Date 2 and together with the relevant<br>Accordion Increase Date 1, an Accordion Increase Date).<br>(h) The Agent shall, subject to paragraph (i) below, as soon as reasonably<br>practicable after receipt by it of a duly completed Accordion Increase<br>Confirmation appearing on its face to comply with the terms of this<br>Agreement and delivered in accordance with the terms of this<br>Agreement, execute that Accordion Increase Confirmation.<br>(i) The Agent shall only be obliged to execute an Accordion Increase<br>Confirmation delivered to it by an Accordion Increase Lender once it is<br>satisfied it has complied with all necessary "know your customer" or<br>other similar checks under all applicable laws and regulations in relation<br>to the assumption of the increased Commitments by that Accordion<br>Increase Lender.<br>(j) On the relevant Accordion Increase Date:<br>(i) each Accordion Increase Lender shall assume all the obligations<br>of a Lender corresponding to that part of the increased<br>Commitments which it is to assume, as if it had been an Original<br>Lender in respect of those Commitments;
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50<br>#4853-4198-8303<br>(ii) each of the Obligors and any Accordion Increase Lender shall<br>assume obligations towards one another and/or acquire rights<br>against one another as the Obligors and the Accordion Increase<br>Lender would have assumed and/or acquired had the Accordion<br>Increase Lender been an Original Lender in respect of that part<br>of the increased Commitments which it is to assume;<br>(iii) each Accordion Increase Lender which is not a Lender<br>immediately prior to the Accordion Increase Date shall become<br>a Party as a "Lender" and each Accordion Increase Lender and<br>each of the other Finance Parties shall assume obligations<br>towards one another and acquire rights against one another as<br>that Accordion Increase Lender and those Finance Parties would<br>have assumed and/or acquired had the Accordion Increase<br>Lender been an Original Lender in respect of that part of the<br>increased Commitments which it is to assume; and<br>(iv) the Commitments of the other Lenders shall continue in full<br>force and effect.<br>(k) Each Accordion Increase Lender, by executing an Accordion Increase<br>Confirmation, confirms (for the avoidance of doubt) that the Agent has<br>authority to execute on its behalf any amendment or waiver that has been<br>approved by or on behalf of the requisite Lender or Lenders in<br>accordance with this Agreement on or prior to the date on which the<br>increase becomes effective in accordance with this Agreement and that<br>it is bound by that decision to the same extent as it would have been had<br>it been an Original Lender.<br>(l) The Company shall, promptly on demand, pay the Agent and the<br>Security Agent the amount of all costs and expenses (including legal<br>fees) reasonably incurred by either of them and, in the case of the<br>Security Agent, by any Receiver or Delegate in connection with any<br>increase in Commitments under this Clause 2.3.<br>(m) The Accordion Increase Lender shall, on the date upon which the<br>increase takes effect, pay to the Agent (for its own account) a fee in an<br>amount equal to the fee which would be payable under Clause 24.3<br>(Assignment or assignment and transfer by assumption of contract<br>(Vertragsübernahme) fee) if the increase was a transfer pursuant to<br>Clause 24.5 (Procedure for assignment and transfer by assumption of<br>contract (Vertragsübernahme)) and if the Accordion Increase Lender<br>was a New Lender.<br>(n) The Company may pay to the Accordion Increase Lender a fee in the<br>amount and at the times agreed between the Company and the Accordion
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51<br>#4853-4198-8303<br>Increase Lender in a letter between the Company and the Accordion<br>Increase Lender setting out that fee. A reference in this Agreement to a<br>Fee Letter shall include any letter referred to in this paragraph (n).<br>(o) Neither the Agent nor any Lender shall have any obligation to find an<br>Accordion Increase Lender. No Lender shall be under any obligation to<br>execute any Accordion Increase Confirmation.<br>(p) Clause 24.4 (Limitation of responsibility of Existing Lenders) shall apply<br>mutatis mutandis in this Clause 2.3 in relation to an Accordion Increase<br>Lender as if references in that Clause to:<br>(i) an Existing Lender were references to all the Lenders<br>immediately prior to the relevant increase;<br>(ii) the New Lender were references to that "Accordion Increase<br>Lender"; and<br>(iii) a re-transfer and re-assignment were references to respectively<br>a transfer and assignment; and<br>(iv) a re-assignment and re-assignment and re-transfer by<br>assumption of contract (Vertragsübernahme) were references<br>to respectively an assignment and assignment and transfer by<br>assumption of contract (Vertragsübernahme).<br>2.4 Finance Parties' rights and obligations<br>(a) The obligations of each Finance Party under the Finance Documents are<br>several and do not constitute a joint obligation (Ausschluss der<br>gesamtschuldnerischen Haftung). Failure by a Finance Party to perform<br>its obligations under the Finance Documents does not affect the<br>obligations of any other Party under the Finance Documents. No Finance<br>Party is responsible for the obligations of any other Finance Party under<br>the Finance Documents.<br>(b) The rights of each Finance Party under or in connection with the Finance<br>Documents are separate and independent rights and do not constitute a<br>joint creditorship (Ausschluss der Gesamtgläubigerschaft) and any debt<br>arising under the Finance Documents to a Finance Party from an Obligor<br>is, except as otherwise set out in this Agreement or any other Finance<br>Document, a separate and independent debt (Ausschluss der<br>gesamtschuldnerischen Haftung) in respect of which a Finance Party<br>shall be entitled to enforce its rights in accordance with paragraph (c)<br>below. The rights of each Finance Party include any debt owing to that<br>Finance Party under the Finance Documents and, for the avoidance of<br>doubt, any part of a Loan or any other amount owed by an Obligor which
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52<br>#4853-4198-8303<br>relates to a Finance Party's participation in the Facility or its role under<br>a Finance Document (including any such amount payable to the Agent<br>on its behalf) is a debt owing to that Finance Party by that Obligor.<br>(c) A Finance Party may, except as specifically provided in the Finance<br>Documents, separately enforce its rights under or in connection with the<br>Finance Documents.<br>2.5 Obligors' Agent<br>(a) Each Obligor (other than the Company) by its execution of this<br>Agreement or an Accession Letter irrevocably appoints the Company<br>(acting through one or more authorised signatories) to act on its behalf<br>as its agent (and, as to each Italian Obligor, as its “mandatario con<br>rappresentanza” pursuant to Italian law, with express consent pursuant<br>to articles 1394 and 1395 of the Italian Civil Code) in relation to the<br>Finance Documents and irrevocably authorises:<br>(i) the Company on its behalf to supply all information concerning<br>itself contemplated by this Agreement to the Finance Parties and<br>to give all notices and instructions (including, in the case of a<br>Borrower, Utilisation Requests), to deliver any Accordion<br>Increase Request, to make such agreements and to effect the<br>relevant amendments, supplements and variations capable of<br>being given, made or effected by any Obligor notwithstanding<br>that they may affect the Obligor, without further reference to or<br>the consent of that Obligor; and<br>(ii) each Finance Party to give any notice, demand or other<br>communication to that Obligor pursuant to the Finance<br>Documents to the Company,<br>and in each case the Obligor shall be bound as though the Obligor itself<br>had given the notices and instructions (including, without limitation, any<br>Utilisation Requests) or executed or made the agreements or effected the<br>amendments, supplements or variations, or received the relevant notice,<br>demand or other communication.<br>(b) Every act, omission, agreement, undertaking, settlement, waiver,<br>amendment, supplement, variation, notice or other communication<br>given or made by the Obligors' Agent or given to the Obligors' Agent<br>under any Finance Document on behalf of another Obligor or in<br>connection with any Finance Document (whether or not known to any<br>other Obligor and whether occurring before or after such other Obligor<br>became an Obligor under any Finance Document) shall be binding for<br>all purposes on that Obligor as if that Obligor had expressly made, given<br>or concurred with it. In the event of any conflict between any notices or
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53<br>#4853-4198-8303<br>other communications of the Obligors' Agent and any other Obligor,<br>those of the Obligors' Agent shall prevail.<br>(c) Each Obligor (other than the Company) hereby releases the Company<br>from any restrictions on representing several persons and self-dealing<br>under any applicable law, and in particular from the restrictions of<br>section 181 of the German Civil Code (Bürgerliches Gesetzbuch).<br>3. EXTENSION OPTION<br>3.1 Extension Prior to the First Anniversary<br>(a) The Company may request from all Lenders, by delivering to the Agent<br>an Extension Request (the First Anniversary Extension Request) not<br>earlier than 60 days nor later than 30 days before the First Anniversary,<br>that the Initial Termination Date be extended to the First Extension Date.<br>(b) The Agent will promptly notify the Lenders following receipt of a First<br>Anniversary Extension Request.<br>(c) Each Lender notified under paragraph (b) above must notify the Agent<br>by no later than the date falling fifteen (15) Business Days thereafter<br>whether or not it is willing to extend the Initial Termination Date in<br>respect of its Commitment. If a Lender fails to notify the Agent that<br>Lender will be deemed to have notified the Agent that it is not so willing.<br>(d) If each Lender notifies the Agent pursuant to paragraph (c) above that it<br>is willing to extend the Initial Termination Date in respect of its<br>Commitment in accordance with the First Anniversary Extension<br>Request, the Agent shall promptly notify the Company and the Lenders<br>accordingly whereupon the Initial Termination Date for all the Lenders<br>shall be extended with binding effect for all Parties to the First Extension<br>Date.<br>(e) If not all of the Lenders notify the Agent pursuant to paragraph (c) above<br>that they are willing to extend the Initial Termination Date in respect of<br>their Commitments in accordance with the First Anniversary Extension<br>Request, then the Agent shall promptly notify the Company and the<br>Lenders accordingly whereupon (subject to Clause 3.2 (Extension Prior<br>to the Second Anniversary)):<br>(i) the Initial Termination Date in respect of the Commitment of<br>each Lender that is willing to extend the Initial Termination Date<br>in respect of its Commitment (a First Anniversary Extending<br>Lender) shall be extended in relation to such First Anniversary<br>Extending Lender's Commitment to the First Extension Date for<br>all purposes hereof and with binding effect for all Parties; and
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54<br>#4853-4198-8303<br>(ii) the Initial Termination Date in respect of the Commitment of<br>each Lender that, pursuant to paragraph (c) above, has notified,<br>or is deemed to have notified, the Agent that it is not willing to<br>extend the Initial Termination Date in respect of its Commitment<br>(a First Anniversary Non-Extending Lender) shall not be<br>extended pursuant to this Clause 3.1 (Extension Prior to the First<br>Anniversary).<br>(f) In respect of the making of any Loan for which the last day of the<br>relevant Interest Period is to fall after the Initial Termination Date but<br>prior to the First Extension Date, unless, at the relevant time, all Lenders<br>are First Anniversary Extending Lenders, Second Anniversary Limited<br>Extending Lenders or Second Anniversary Extending Lenders, a<br>Borrower shall be deemed to have addressed the relevant Utilisation<br>Request only to the First Anniversary Extending Lenders, Second<br>Anniversary Limited Extending Lenders and Second Anniversary<br>Extending Lenders.<br>3.2 Extension Prior to the Second Anniversary<br>(a) Irrespective of whether the Company has delivered a First Anniversary<br>Extension Request and, if delivered, irrespective of whether such First<br>Anniversary Extension Request has resulted in the Initial Termination<br>Date being extended to the First Extension Date in respect of the<br>Commitment of any Lender, the Company may, by delivering to the<br>Agent an Extension Request (the Second Anniversary Extension<br>Request), request each Lender to extend:<br>(i) (if the Company has not delivered a First Anniversary Extension<br>Request) the Initial Termination Date to the First Extension Date<br>or Second Extension Date;<br>(ii) in the case of a First Anniversary Extending Lender (if any) the<br>First Extension Date by a further period of one year to the Second<br>Extension Date; or<br>(iii) in the case of a First Anniversary Non-Extending Lender (if any),<br>the Initial Termination Date applicable to it by a period of one or<br>two years to the First Extension Date or Second Extension Date,<br>respectively,<br>such Extension Request to be delivered to the Agent not earlier than 60<br>days nor later than 30 days before the Second Anniversary.<br>(b) The Agent will promptly notify the Lenders following receipt of a<br>Second Anniversary Extension Request.
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55<br>#4853-4198-8303<br>(c) Each Lender notified under paragraph (b) above must notify the Agent<br>by no later than the date falling fifteen (15) Business Days thereafter<br>whether or not it is willing to extend the relevant Termination Date in<br>respect of its Commitment. If a Lender fails to so notify the Agent such<br>Lender shall be deemed to have notified the Agent that it is not so<br>willing.<br>(d) If the Company has not delivered a First Anniversary Extension Request<br>and each Lender notifies the Agent pursuant to paragraph (c) above that<br>it is willing to extend the Initial Termination Date in respect of its<br>Commitment in accordance with the Second Anniversary Extension<br>Request, the Agent shall promptly notify the Company and the Lenders<br>accordingly whereupon the Initial Termination Date for all the Lenders<br>shall be extended with binding effect for all Parties to the First Extension<br>Date or Second Extension Date (as applicable).<br>(e) If, following a Second Anniversary Extension Request given by the<br>Company pursuant to paragraph (a)(ii) or (iii) above, all Lenders notify<br>the Agent that they are willing to extend the relevant Termination Date<br>pursuant to paragraph (c) above, the Agent shall promptly notify the<br>Company and the Lenders accordingly, whereupon the Termination<br>Date shall be extended with binding effect for all Parties:<br>(i) in the case of each First Anniversary Extending Lender by a<br>further year, to the date falling two years after the Initial<br>Termination Date (the Second Extension Date); or<br>(ii) in the case of each First Anniversary Non-Extending Lender:<br>(A) where the Company has requested an extension of the<br>Initial Termination Date by one year, to the First<br>Extension Date (each such Lender a Second Anniversary<br>Limited Extending Lender); and<br>(B) where the Company has requested an extension of the<br>Initial Termination Date by two years, to the Second<br>Extension Date.<br>(f) If, following any notice by the Agent pursuant to paragraph (b) above,<br>not all of the Lenders are willing to extend the relevant Termination Date<br>pursuant to paragraph (c) above, the Agent shall promptly notify the<br>Company and the Lenders accordingly, whereupon (subject to the<br>further operation of Clause 3.3 (General Provisions)):<br>(i) the then applicable Termination Date in respect of the<br>Commitment of each Lender willing to extend such Termination<br>Date (the Second Anniversary Extending Lenders) shall be
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56<br>#4853-4198-8303<br>extended with binding effect for all Parties in accordance with<br>paragraph (e) above for all purposes hereof; and<br>(ii) the then applicable Termination Date in respect of the<br>Commitment of each Lender which has (or is deemed to have)<br>notified the Agent pursuant to paragraph (c) above that it is not<br>willing to extend such Termination Date (the Second<br>Anniversary Non-Extending Lenders) shall not be extended.<br>(g) In respect of the making of any Loan for which the last day of the<br>relevant Interest Period is to fall after the First Extension Date but prior<br>to the Second Extension Date, unless, at the relevant time, all Lenders<br>are Second Anniversary Extending Lenders (and none of these are<br>Second Anniversary Limited Extending Lender), a Borrower shall be<br>deemed to have addressed the relevant Utilisation Request only to those<br>Second Anniversary Extending Lenders which are not Second<br>Anniversary Limited Extending Lenders.<br>3.3 General Provisions<br>(a) Nothing herein shall oblige any Lender to agree to any extension of any<br>Termination Date applicable to it and nothing herein shall oblige any<br>Lender to agree to any assumption by it of any rights and obligations of<br>any First Anniversary Non-Extending Lender or Second Anniversary<br>Non-Extending Lender (each a Non-Extending Lender).<br>(b) Subject to paragraph (c) below, the Commitment of each Lender that is<br>a Non-Extending Lender shall be cancelled and reduced to zero on the<br>relevant Initial Termination Date or First Extension Date (as applicable)<br>and its participation in any Loans (and any relevant Ancillary<br>Outstandings) together with any sums owed to it shall be repaid in full<br>(including any interest accrued thereon) on such date, at which point<br>each such Non-Extending Lender shall cease to be a Lender for the<br>purposes of the Finance Documents and the relevant Interest Period<br>applicable to such Loans shall not extend beyond any such Initial<br>Termination Date or First Extension Date (as applicable).<br>(c) The Company may require each First Anniversary Non-Extending<br>Lender and each Second Anniversary Non-Extending Lender at any time<br>following the (actual or deemed) refusal of such Non-Extending Lender<br>(as the case may be) prior to the Termination Date to assign and transfer<br>at par by assumption of contract (Vertragsübernahme) its rights and<br>obligations under this Agreement (or any part thereof) in accordance<br>with Clause 24 (Changes to the Lenders), to:<br>(i) in the case of a First Anniversary Non-Extending Lender, any<br>First Anniversary Extending Lender (or any of its Affiliates); and
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57<br>#4853-4198-8303<br>(ii) in the case of a Second Anniversary Non-Extending Lender, any<br>Second Anniversary Extending Lender (or any of its Affiliates);<br>or, in each case, to any other bank or financial institution selected by the<br>Company and which, in each case, is not a member of the Group (each<br>a New Extending Lender) that is willing to accept such assignment and<br>transfer by assumption of contract in accordance with Clause 24<br>(Changes to the Lenders), and upon such assignment and transfer by<br>assumption of contract the relevant New Extending Lender shall to the<br>extent of such assignment and transfer become a First Anniversary<br>Extending Lender or, after a Second Anniversary Extension Request has<br>been given, a Second Anniversary Limited Extending Lender or a<br>Second Anniversary Extending Lender, as the New Extending Lender<br>may have agreed with the Company. The Non-Extending Lender, as the<br>case may be, shall only be obliged to make an assignment and transfer<br>by assumption of contract to a New Extending Lender (i) if it has<br>completed all necessary "know your customer" or other similar checks<br>under all applicable laws and regulations in relation to such assignment<br>and transfer by assumption of contract to such New Extending Lender<br>and (ii) to the extent such assignment and transfer by assumption of<br>contract does not and will not conflict with any law or regulation<br>applicable to it.<br>(d) The Company shall, at the same time as delivering an Extension<br>Request, confirm to the Agent that:<br>(i) all Repeating Representations are true and correct in all material<br>respects by reference to the facts and circumstances then<br>subsisting; and<br>(ii) no Event of Default has occurred which is continuing on the date<br>of the Extension Request or would result from the proposed<br>Extension Request and relevant extension of the Termination<br>Date therunder.<br>(e) Any transfer of rights and obligations of a Non-Extending Lender<br>pursuant to this Clause 3.3 shall be subject to the following conditions:<br>(i) neither the Agent nor any Non-Extending Lender shall have any<br>obligation to the Company to find a New Extending Lender; and<br>(ii) in no event shall any Non-Extending Lender be required to pay<br>or surrender to the New Extending Lender any of the fees<br>received by the Non-Extending Lender pursuant to the Finance<br>Documents; and
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58<br>#4853-4198-8303<br>(iii) the Agent being satisfied that it has complied with all "know your<br>customer" requirements in relation to the assumption of the<br>relevant Commitments by that New Extending Lender. The<br>Agent shall promptly notify the Company and the New<br>Extending Lender upon being so satisfied.<br>(f) The Company may pay to any Lender that agrees to any extension of<br>any Termination Date in respect of its Commitment pursuant to this<br>Clause 3 a fee in the amount and at the times agreed between the<br>Company and the respective Lender in a letter between the Company<br>and such Lender setting out that fee, provided that all Lenders agreeing<br>to any extension of any Termination Date pursuant to the same<br>Extension Request shall be treated equally (on a pro rata basis) in<br>respect of the payment of any such fee. A reference in this Agreement<br>to a Fee Letter shall include any letter referred to in this paragraph (f).<br>4. PURPOSE<br>4.1 Purpose<br>Each Borrower shall apply all amounts borrowed by it under the Facility<br>towards the general corporate purposes of the Group, including refinancing of<br>existing indebtedness and financing of investments and acquisitions, together<br>with related transaction costs and expenses, but excluding the financing of<br>acquisitions of any shares of the Company (share buy-back transactions).<br>4.2 Monitoring<br>No Finance Party is bound to monitor or verify the application of any amount<br>borrowed pursuant to this Agreement.<br>5. CONDITIONS OF UTILISATION<br>5.1 Initial conditions precedent<br>(a) No Borrower may deliver a Utilisation Request unless the Agent has<br>received all of the documents and other evidence listed in Part A<br>(Conditions Precedent to Initial Utilisation) of Schedule 2 (Conditions<br>Precedent) in form and substance satisfactory to the Agent. The Agent<br>shall notify the Company and the Lenders promptly upon being so<br>satisfied.<br>(b) Other than to the extent that the Majority Lenders notify the Agent in<br>writing to the contrary before the Agent gives the notification described<br>in paragraph (a) above, the Lenders authorise (but do not require) the<br>Agent to give that notification. The Agent shall not be liable for any
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59<br>#4853-4198-8303<br>damages, costs or losses whatsoever as a result of giving any such<br>notification.<br>5.2 Further conditions precedent<br>Subject to Clause 5.1 (Initial conditions precedent), the Lenders will only be<br>obliged to comply with Clause 6.4 (Lenders' participation) if on the date of the<br>Utilisation Request and on the proposed Utilisation Date:<br>(a) in the case of a Rollover Loan, no Accelerated Default and no Material<br>Default is continuing or would result from the proposed Loan and, in the<br>case of any other Loan, no Default is continuing or would result from<br>the proposed Loan; and<br>(b) (other than in relation to Rollover Loans) the Repeating Representations<br>made by each Obligor are true and correct in all material respects.<br>5.3 Maximum number of Loans<br>(a) A Borrower may not deliver a Utilisation Request if as a result of the<br>proposed Utilisation 11 or more Loans would be outstanding.<br>(b) Any Separate Loan shall not be taken into account in this Clause 5.3.
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60<br>#4853-4198-8303<br>SECTION 3<br>UTILISATION<br>6. UTILISATION<br>6.1 Delivery of a Utilisation Request<br>A Borrower may utilise the Facility by delivery to the Agent of a duly completed<br>Utilisation Request not later than the Specified Time.<br>6.2 Completion of a Utilisation Request<br>(a) Each Utilisation Request is irrevocable and will not be regarded as<br>having been duly completed unless:<br>(i) the proposed Utilisation Date is a Business Day within the<br>Availability Period;<br>(ii) the currency and amount of the Utilisation comply with<br>Clause 6.3 (Currency and amount); and<br>(iii) the proposed Interest Period complies with Clause 11 (Interest<br>Periods).<br>(b) Only one (1) Loan may be requested in each Utilisation Request.<br>6.3 Currency and amount<br>(a) The currency specified in a Utilisation Request must be euro.<br>(b) The amount of the proposed Loan must be a minimum of<br>EUR 5,000,000 or, if less, the Available Facility and in any event such<br>that its Base Currency Amount is less than or equal to the Available<br>Facility.<br>6.4 Lenders' participation<br>(a) If the conditions set out in this Agreement have been met, and subject to<br>Clause 8 (Repayment), each Lender shall make its participation in each<br>Loan available by the Utilisation Date through its Facility Office.<br>(b) The amount of each Lender's participation in each Loan will be equal to<br>the proportion borne by its Available Commitment to the Available<br>Facility immediately prior to making the Loan, subject to the provisions<br>of Clause 3 (Extension Option).<br>(c) If a Loan is made to repay Ancillary Outstandings, each Lender's<br>participation in that Loan will be in an amount (as determined by the<br>Agent and subject to the provisions of Clause 3 (Extension Option))<br>which will result as nearly as possible in the aggregate amount of its
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61<br>#4853-4198-8303<br>participation in the Loans then outstanding bearing the same proportion<br>to the aggregate amount of the Loans then outstanding as its<br>Commitment bears to the Total Commitments.<br>(d) The Agent shall notify each Lender of the amount of each Loan, the<br>amount of its participation in that Loan and, if different, the amount of<br>that participation to be made available in accordance with Clause 29.1<br>(Payments to the Agent) by the Specified Time.<br>6.5 Cancellation of Commitment<br>The Commitments which, at that time, are unutilised shall be immediately<br>cancelled at the end of the Availability Period.<br>7. ANCILLARY FACILITIES<br>7.1 Type of Facility<br>An Ancillary Facility may be made available by way of (including, for the<br>avoidance of doubt, any combination of the following):<br>(a) an overdraft facility;<br>(b) a guarantee, bonding, documentary or stand-by letter of credit facility;<br>(c) a short term loan facility;<br>(d) an Umbrella Facility;<br>(e) a foreign exchange facility; or<br>(f) any other facility or accommodation required in connection with the<br>business of the Group and which is agreed by the Company with an<br>Ancillary Lender,<br>in each case other than any derivatives and credit collateralisation guarantees<br>(Kreditbesicherungsavale) facilities.<br>For the purposes of this Agreement (unless expressly provided otherwise<br>therein), the relevant Ancillary Documents will determine whether the Umbrella<br>Facility will be deemed utilised (i) in the amount of the Maximum Amount<br>Guarantee provided in connection with the relevant Local Facility or Local<br>Facilities or (ii) in the total amount of Local Facility or Local Facilities provided<br>under such Maximum Amount Guarantee, as the case may be. If the relevant<br>Ancillary Documents do not contain a corresponding regulation, alternative (i)<br>applies. For the avoidance of doubt, (other than in respect of any commitment<br>fee in respect of an Umbrella Facility or Ancillary Facility or any other fee<br>payable in lieu of such commitment fee) no remuneration will result from this
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62<br>#4853-4198-8303<br>deemed utilisation and any renumeration will only accrue if the relevant Local<br>Facility is utilised in accordance with its terms.<br>7.2 Availability<br>(a) If the Company and a Lender agree and except as otherwise provided in<br>this Agreement, the Lender may provide all or part of its Commitment<br>as an Ancillary Facility, provided that the aggregate amount of all<br>Ancillary Commitments must not at any time exceed the Base Currency<br>equivalent of EUR 100,000,000. No Lender shall have any obligation to<br>provide all or part of its Commitment as an Ancillary Facility.<br>(b) An Ancillary Facility shall not be made available unless, not later than<br>five (5) Business Days (or, with respect to any Ancillary Facility to be<br>made available as of the first Utilisation Date, not later than one (1)<br>Business Day) prior to the Ancillary Commencement Date for an<br>Ancillary Facility (or such other period as may be agreed between the<br>Agent and the Company), the Agent has received from the Company:<br>(i) a notice in writing of the establishment of an Ancillary Facility<br>and specifying:<br>(A) the proposed Borrower or an Affiliate thereof which may<br>use the Ancillary Facility;<br>(B) the proposed Ancillary Commencement Date and expiry<br>date of the Ancillary Facility;<br>(C) the proposed type of Ancillary Facility to be provided;<br>(D) the proposed Ancillary Lender;<br>(E) the proposed Ancillary Commitment, the maximum<br>amount in the Base Currency of the Ancillary Facility<br>and, in the case of a Multi-account Overdraft, its<br>Designated Gross Amount and its Designated Net<br>Amount; and<br>(F) the proposed currency of the Ancillary Facility (if not<br>denominated in the Base Currency); and<br>(ii) any other information (other than the pricing unless required to<br>facilitate an adjustment of Ancillary Facilities in accordance<br>with Clause 7.7 (Adjustment for Ancillary Facilities upon<br>acceleration)) which the Agent may reasonably request in<br>connection with the Ancillary Facility.
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63<br>#4853-4198-8303<br>(c) The Agent shall promptly notify the Company, the Ancillary Lender and<br>the other Lenders of the establishment of an Ancillary Facility.<br>(d) Subject to compliance with paragraph (b) above:<br>(i) the Lender or as the case may be Affiliate of a Lender concerned<br>will become an Ancillary Lender; and<br>(ii) the Ancillary Facility will be available,<br>with effect from the date agreed by the Company and the Ancillary<br>Lender.<br>7.3 Terms of Ancillary Facilities<br>(a) Except as provided below, the terms of any Ancillary Facility will be<br>those agreed by the Ancillary Lender and the Company.<br>(b) Those terms:<br>(i) must be based upon normal commercial terms at that time<br>(except as varied by this Agreement);<br>(ii) may allow only Borrowers (and Affiliates of Borrowers pursuant<br>to Clause 7.11 (Affiliates of Borrowers)) to use the Ancillary<br>Facility;<br>(iii) may not allow the Ancillary Outstandings to exceed the<br>Ancillary Commitment;<br>(iv) may not allow the Ancillary Commitment of a Lender to exceed<br>that Lender's Available Commitment relating to the Facility<br>(before taking into account the effect of the Ancillary Facility on<br>that Available Commitment); and<br>(v) must require that the Ancillary Commitment is reduced to zero,<br>and that all Ancillary Outstandings are repaid not later than the<br>Termination Date applicable to the Facility (or such earlier date<br>as the Commitments of the relevant Ancillary Lender (or its<br>Affiliate) is reduced to zero).<br>(c) If there is any inconsistency between any term of an Ancillary Facility<br>and any term of this Agreement, this Agreement shall prevail except for:<br>(i) Clause 32.3 (Day count convention and interest calculation)<br>which shall not prevail for the purposes of calculating fees,<br>interest or commission relating to an Ancillary Facility;
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64<br>#4853-4198-8303<br>(ii) an Ancillary Facility comprising more than one account where<br>the terms of the Ancillary Documents shall prevail to the extent<br>required to permit the netting of balances on those accounts; and<br>(iii) where the relevant term of this Agreement would be contrary to,<br>or inconsistent with, the law governing the relevant Ancillary<br>Document in which case that term of this Agreement shall not<br>prevail.<br>(d) Interest, commission and fees on Ancillary Facilities are dealt with in<br>Clause 13.4 (Interest, commission and fees on Ancillary Facilities).<br>7.4 Repayment of Ancillary Facility<br>(a) An Ancillary Facility shall cease to be available on the Termination Date<br>applicable to the Facility or such earlier date on which its expiry date<br>occurs or on which it is cancelled in accordance with the terms of this<br>Agreement.<br>(b) If an Ancillary Facility expires in accordance with its terms the Ancillary<br>Commitment of the Ancillary Lender shall be reduced to zero (and its<br>Available Commitment under the Facility shall be increased<br>accordingly, provided that any outstanding amounts under the expired<br>Ancillary Facility have been (re)paid in full at such time).<br>(c) No Ancillary Lender may demand repayment or prepayment of any<br>Ancillary Outstandings prior to the expiry date of the relevant Ancillary<br>Facility unless:<br>(i) required to reduce the Gross Outstandings of a Multi-account<br>Overdraft to or towards an amount equal to its Net Outstandings;<br>(ii) the Total Commitments have been cancelled in full, or all<br>outstanding Utilisations under the Facility have become due and<br>payable or the Agent has declared all outstanding Loans<br>immediately due and payable, in each case in accordance with<br>the terms of this Agreement;<br>(iii) it becomes unlawful in any applicable jurisdiction for the<br>Ancillary Lender to perform any of its obligations as<br>contemplated by this Agreement or to fund, issue or maintain its<br>participation in its Ancillary Facility (or it becomes unlawful for<br>any Affiliate of the Ancillary Lender for the Ancillary Lender to<br>do so); or<br>(iv) both:<br>(A) the Available Commitments relating to the Facility; and
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65<br>#4853-4198-8303<br>(B) the notice of the demand given by the Ancillary Lender,<br>would not prevent the relevant Borrower funding the repayment<br>of those Ancillary Outstandings in full by way of a Utilisation<br>under the Facility.<br>(d) If a Utilisation under the Facility is made to repay Ancillary<br>Outstandings in full, the relevant Ancillary Commitment shall be<br>reduced to zero.<br>7.5 Limitation on Ancillary Outstandings<br>Each Borrower shall procure that:<br>(a) the Ancillary Outstandings under any Ancillary Facility shall not exceed<br>the Ancillary Commitment applicable to that Ancillary Facility; and<br>(b) in relation to a Multi-account Overdraft:<br>(i) the Ancillary Outstandings shall not exceed the Designated Net<br>Amount applicable to that Multi-account Overdraft; and<br>(ii) the Gross Outstandings shall not exceed the Designated Gross<br>Amount applicable to that Multi-account Overdraft.<br>7.6 Local Facilities<br>(a) A Local Borrower may utilise a Local Facility in accordance with the<br>requirements of this Agreement with the consent of the relevant<br>Ancillary Lender. A Local Facility shall only be provided under an<br>Umbrella Facility established as an Ancillary Facility under the Facility<br>if it is collateralised by a Maximum Amount Guarantee and such Local<br>Facility may be made available by way of:<br>(i) a cash facility (in current account);<br>(ii) a guarantee, bonding, documentary or stand-by letter of credit<br>facility;<br>(iii) a short term loan facility;<br>(iv) a long term loan facility;<br>(v) a foreign exchange facility; or<br>(vi) any other facility or accommodation required in connection with<br>the business of the Group and which is agreed by the Company<br>with an Ancillary Lender,
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66<br>#4853-4198-8303<br>in each case other than any derivatives and credit collateralisation<br>guarantees (Kreditbesicherungsavale) facilities). Except as set out in<br>this Clause 7 (Ancillary Facilities), Local Facilities shall not be subject<br>to the provisions of this Agreement, but shall exclusively be governed<br>by the terms agreed between the relevant Local Lender and the relevant<br>Local Borrower.<br>(b) The Ancillary Lender of an Umbrella Facility must ensure that the term<br>of the corresponding Local Facility does not exceed the term of the<br>Umbrella Facility.<br>(c) Local Facilities must provide, amongst other things, for a termination<br>right of the Local Lender in the event of a termination, cancellation or<br>acceleration pursuant to Clause 23.17 (Acceleration), to the extent<br>legally permitted.<br>(d) A Local Facility which may be utilised by way of letters of guarantee or<br>the opening of documentary letters of credit must provide that any letters<br>of guarantee provided or any documentary letters of credit opened<br>thereunder must, at their due date, be cash-collateralised or, subject to<br>the consent of the relevant Local Lender and the Ancillary Lender of<br>whom it is an Affiliate, be secured by third party guarantees securing the<br>claim for cash-collateralisation.<br>(e) No member of the Group that is not a Borrower shall derive any rights<br>to utilise the Facility under this Agreement from the fact that it is a<br>borrower under a Local Facility.<br>(f) Interest, commission and fees on Local Facilities may be agreed between<br>the Local Lender and the Local Borrower in their free discretion,<br>provided that the terms of any Local Facility must be based upon normal<br>commercial terms at that time.<br>7.7 Adjustment for Ancillary Facilities upon acceleration<br>(a) In this Clause 7.7:<br>(i) Facility Outstandings means, in relation to a Lender, the<br>aggregate of the equivalent in the Base Currency of:<br>(A) its participation in each Loan then outstanding (together<br>with the aggregate amount of all accrued interest, fees<br>and commission owed to it as a Lender under the Facility;<br>and<br>(B) if the Lender is also an Ancillary Lender, the Ancillary<br>Outstandings in respect of Ancillary Facilities provided<br>by that Ancillary Lender (or by its Affiliate) (together
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67<br>#4853-4198-8303<br>with the aggregate amount of all accrued interest, fees<br>and commission owed to it (or to its Affiliate) as an<br>Ancillary Lender in respect of the Ancillary Facility),<br>including, for the avoidance of doubt, the face amount of<br>any Maximum Amount Guarantee provided in<br>connection with the relevant Local Facility or Local<br>Facilities, as the case may be; and<br>(ii) Total Facility Outstandings means the aggregate of all Facility<br>Outstandings.<br>(b) If (i) the Agent exercises any of its rights under Clause 23.17<br>(Acceleration) (other than declaring Loans to be due on demand),<br>(ii) any borrower under an Ancillary Facility does not pay on the due<br>date any amount payable under the relevant Ancillary Facility, (iii) any<br>Facility Outstandings are not repaid on the Termination Date or (iv) any<br>of the events described under Clause 23.6 (Insolvency) occurs in relation<br>to any borrower under an Ancillary Facility, each Lender and each<br>Ancillary Lender shall (subject to paragraph (g) below) promptly adjust<br>(by making or receiving (as the case may be) corresponding transfers of<br>rights and obligations under the Finance Documents relating to Facility<br>Outstandings their claims in respect of amounts outstanding to them<br>under the Facility and each Ancillary Facility (including any relevant<br>Maximum Amount Guarantees) to the extent necessary to ensure that<br>after such transfers the Facility Outstandings of each Lender bear the<br>same proportion to the Total Facility Outstandings as such Lender's<br>Commitment bears to the Total Commitments, each as at the date the<br>Agent exercises the relevant right(s) under Clause 23.17 (Acceleration).<br>To the extent a Maximum Amount Guarantee has been issued for the<br>benefit of an Affiliate of an Ancillary Lender, such Ancillary Lender<br>will procure that the transfers required under the preceding sentence are<br>effected by its relevant Affiliate.<br>(c) If an amount outstanding under an Ancillary Facility (and/or a<br>Maximum Amount Guarantee) is a contingent liability and that<br>contingent liability becomes an actual liability or is reduced to zero after<br>the original adjustment is made under paragraph (b) above, then each<br>Lender and each Ancillary Lender will make a further adjustment (by<br>making or receiving (as the case may be) corresponding transfers of<br>rights and obligations under the Finance Documents relating to Facility<br>Outstandings to the extent necessary) to put themselves in the position<br>they would have been in had the original adjustment been determined by<br>reference to the actual liability or, as the case may be, zero liability and<br>not the contingent liability.
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68<br>#4853-4198-8303<br>(d) Any transfer of rights and obligations relating to Facility Outstandings<br>made pursuant to this Clause7.7 shall be made for a purchase price in<br>cash, payable at the time of transfer, in an amount equal to those Facility<br>Outstandings (less any accrued interest, fees and commission to which<br>the transferor will remain entitled to receive notwithstanding that<br>transfer pursuant to Clause 24.8 (Pro rata interest settlement)).<br>(e) Prior to the application of the provisions of paragraph (b) above, an<br>Ancillary Lender, that has provided a Multi-account Overdraft, shall set-off any Available Credit Balance on any account comprised in that<br>Multi-account Overdraft.<br>(f) All calculations to be made pursuant to this Clause 7.7 shall be made by<br>the Agent based upon information provided to it by the Lenders and<br>Ancillary Lenders and the Agent's Spot Rate of Exchange. The<br>settlement of balances under this Clause 7.7 will exclusively be made<br>between the relevant Lenders under the Facility, and not between the<br>Local Lenders.<br>(g) This Clause 7.7 shall not oblige any Lender to accept the transfer of a<br>claim relating to an amount outstanding under an Ancillary Facility<br>which is not denominated (pursuant to the relevant Finance Document)<br>in either the Base Currency or in another currency which is acceptable<br>to that Lender.<br>7.8 Allocation of Maximum Amount Guarantee<br>If, in relation to an Umbrella Facility, a Maximum Amount Guarantee has been<br>issued by the Company and payment has been demanded from the Company but<br>the Company has not met its obligations under such a Maximum Amount<br>Guarantee, any remaining claims under such a Maximum Amount Guarantee<br>will be subject to the initial adjustments by corresponding transfers (to the extent<br>necessary) for the purposes of the adjustment under Clause 7.7 (Adjustment for<br>Ancillary Facilities upon acceleration) (the Initial Adjustments). If and to the<br>extent the Company has met its obligations under such Maximum Amount<br>Guarantee only after the Initial Adjustments have been completed because of<br>such obligations only having become due after such Initial Adjustments, be it<br>due to local law requirements in the jurisdiction of the borrower under the Local<br>Facility or due to any other reason, additional adjustments by corresponding<br>transfers will be completed, with any such additional adjustment now taking<br>into account the fulfilled obligations under such Maximum Amount Guarantee<br>(the Additional Adjustments). Any Additional Adjustment will only be<br>completed within six (6) months after the Termination Date; afterwards, an<br>Additional Adjustment will not take place anymore. If, following an Initial<br>Adjustment or the last Additional Adjustment, payments in relation to the<br>Maximum Amount Guarantee (or Local Facility) are made, the Ancillary
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69<br>#4853-4198-8303<br>Lender providing the relevant Umbrella Facility is required to reimburse all<br>other relevant Lenders on a pro rata basis.<br>7.9 Information<br>Each Borrower and each Ancillary Lender shall, promptly upon request by the<br>Agent, supply the Agent with any information relating to the operation of an<br>Ancillary Facility (including the Ancillary Outstandings) as the Agent may<br>reasonably request from time to time. Each Borrower consents to all such<br>information being released to the Agent and the other Finance Parties.<br>7.10 Affiliates of Lenders as Ancillary Lenders<br>(a) Subject to the terms of this Agreement, an Affiliate of a Lender may<br>become an Ancillary Lender. In such case, the Lender and its Affiliate<br>shall be treated as a single Lender whose Commitment is the amount set<br>out opposite the relevant Lender's name in Schedule 1 (The Original<br>Lenders) and/or the amount of any Commitment transferred to or<br>assumed by that Lender under this Agreement, to the extent (in each<br>case) not cancelled, reduced or transferred by it under this Agreement.<br>(b) The Company shall specify any relevant Affiliate of a Lender in any<br>notice delivered by the Company to the Agent pursuant to<br>paragraph (b)(i) of Clause 7.2 (Availability).<br>(c) An Affiliate of a Lender which becomes an Ancillary Lender shall<br>accede to this Agreement and the Guarantee and Security Trust<br>Agreement as an Ancillary Lender and any person which so accedes to<br>this Agreement and the Guarantee and Security Trust Agreement shall,<br>at the same time, become a Party as an "Ancillary Lender" in accordance<br>with clause 13.6 (Creditor Accession Undertaking) of the Guarantee and<br>Security Trust Agreement.<br>(d) If a Lender assigns all of its rights and benefits or assigns and transfers<br>by assumption of contract (Vertragsübernahme) all of its rights and<br>obligations to a New Lender, its Affiliate shall cease to have any<br>obligations under this Agreement or any Ancillary Document.<br>(e) Where this Agreement or any other Finance Document imposes an<br>obligation on an Ancillary Lender and the relevant Ancillary Lender is<br>an Affiliate of a Lender which is not a party to that document, the<br>relevant Lender shall ensure that the obligation is performed by its<br>Affiliate.
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70<br>#4853-4198-8303<br>7.11 Affiliates of Borrowers<br>(a) Subject to the terms of this Agreement any member of the Group which<br>is an Affiliate of a Borrower, may, with the approval of the relevant<br>Lender, become a borrower with respect to an Ancillary Facility.<br>(b) The Company shall specify any relevant Affiliate of a Borrower in any<br>notice delivered by the Company to the Agent pursuant to<br>paragraph (b)(i) of Clause 7.2 (Availability).<br>(c) If:<br>(i) a Borrower ceases to be a Borrower under this Agreement in<br>accordance with Clause 25.3 (Resignation of a Borrower); or<br>(ii) a member of the Group ceases to be (A) a member of the Group<br>or (B) an Affiliate of a Borrower,<br>such member of the Group (or former member of the Group, as<br>applicable) shall in each case cease to have any rights under this<br>Agreement or any Ancillary Document.<br>(d) Where this Agreement or any other Finance Document imposes an<br>obligation on a "borrower" or "Borrower" under an Ancillary Facility<br>and the relevant borrower or Borrower is a member of the Group which<br>is not a party to that Finance Document, the Company shall ensure that<br>the obligation is performed by the relevant borrower or Borrower.<br>(e) Any reference in this Agreement or any other Finance Document to a<br>Borrower being under no obligations (whether actual or contingent) as a<br>Borrower under such Finance Document shall be construed to include a<br>reference to any Affiliate of a Borrower being under no obligations<br>under any Finance Document or Ancillary Document.<br>7.12 Facility Commitment amounts<br>Notwithstanding any other term of this Agreement each Lender shall ensure that<br>at all times its Commitment is not less than:<br>(a) its Ancillary Commitment; or<br>(b) the Ancillary Commitment of its Affiliate.<br>7.13 Amendments and waivers – Ancillary Facilities<br>No amendment or waiver of a term of any Ancillary Facility shall require the<br>consent of any Finance Party other than the relevant Ancillary Lender unless<br>such amendment or waiver itself relates to or gives rise to a matter which would<br>require an amendment of or under this Agreement (including, for the avoidance
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71<br>#4853-4198-8303<br>of doubt, under this Clause 7) or the Guarantee and Security Trust Agreement.<br>In such a case, the provisions of this Agreement with regard to amendments and<br>waivers will apply.
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72<br>#4853-4198-8303<br>SECTION 4<br>REPAYMENT, PREPAYMENT AND CANCELLATION<br>8. REPAYMENT<br>(a) Subject to paragraph (c) below, each Borrower which has drawn a Loan<br>shall repay that Loan on the last day of its Interest Period.<br>(b) Without prejudice to each Borrower's obligation under paragraph (a)<br>above, if:<br>(i) one or more Loans are to be made available to a Borrower:<br>(A) on the same day that a maturing Loan is due to be repaid<br>by that Borrower; and<br>(B) in whole or in part for the purpose of refinancing the<br>maturing Loan; and<br>(ii) the proportion borne by each Lender's participation in the<br>maturing Loan to the amount of that maturing Loan is the same<br>as the proportion borne by that Lender's participation in the new<br>Loans to the aggregate amount of those new Loans,<br>the aggregate amount of the new Loans shall, unless the Company<br>notifies the Agent to the contrary in the relevant Utilisation Request, be<br>treated as if applied in or towards repayment of the maturing Loan so<br>that:<br>(C) if the amount of the maturing Loan exceeds the aggregate<br>amount of the new Loans:<br>(1) the relevant Borrower will only be required to<br>make a payment under Clause 29.1 (Payments to<br>the Agent) in an amount in the relevant currency<br>equal to that excess; and<br>(2) each Lender's participation in the new Loans shall<br>be treated as having been made available and<br>applied by the Borrower in or towards repayment<br>of that Lender's participation in the maturing<br>Loan and that Lender will not be required to make<br>a payment under Clause 29.1 (Payments to the<br>Agent) in respect of its participation in the new<br>Loans; and<br>(D) if the amount of the maturing Loan is equal to or less than<br>the aggregate amount of the new Loans:
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73<br>#4853-4198-8303<br>(1) the relevant Borrower will not be required to<br>make a payment under Clause 29.1 (Payments to<br>the Agent); and<br>(2) each Lender will be required to make a payment<br>under Clause 29.1 (Payments to the Agent) in<br>respect of its participation in the new Loans only<br>to the extent that its participation in the new<br>Loans exceeds that Lender's participation in the<br>maturing Loan and the remainder of that Lender's<br>participation in the new Loans shall be treated as<br>having been made available and applied by the<br>Borrower in or towards repayment of that<br>Lender's participation in the maturing Loan.<br>(c) At any time when a Lender becomes a Defaulting Lender, the maturity<br>date of each of the participations of that Lender in the Loans then<br>outstanding will be automatically extended to the Termination Date and<br>will be treated as separate Loans (the Separate Loans) denominated in<br>the currency in which the relevant participations are outstanding.<br>(d) A Borrower to whom a Separate Loan is outstanding may prepay that<br>Loan by giving not less than five (5) Business Days' prior notice to the<br>Agent. The Agent will forward a copy of a prepayment notice received<br>in accordance with this paragraph (d) to the Defaulting Lender<br>concerned as soon as practicable on receipt.<br>(e) Interest in respect of a Separate Loan will accrue for successive Interest<br>Periods selected by the relevant Borrower by the time and date specified<br>by the Agent (acting reasonably) and will be payable by that Borrower<br>to the Agent (for the account of that Defaulting Lender) on the last day<br>of each Interest Period of that Loan.<br>(f) The terms of this Agreement relating to Loans generally shall continue<br>to apply to Separate Loans other than to the extent inconsistent with<br>paragraphs (c) to (e) above, in which case those paragraphs shall prevail<br>in respect of any Separate Loan.<br>9. PREPAYMENT AND CANCELLATION<br>9.1 Illegality<br>If, in any applicable jurisdiction, it becomes unlawful for any Lender or<br>Ancillary Lender to perform any of its obligations as contemplated by this<br>Agreement, any Ancillary Document or any other Finance Document or to fund<br>or maintain its participation in any Loan or it becomes unlawful for any Affiliate<br>of a Lender or Ancillary Lender for that Lender or Ancillary Lender to do so:
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74<br>#4853-4198-8303<br>(a) that Lender or Ancillary Lender shall promptly notify the Agent upon<br>becoming aware of that event;<br>(b) upon the Agent notifying the Company, the Available Commitment of<br>that Lender and the undrawn Ancillary Commitment of the Ancillary<br>Lender will be immediately cancelled, provided that if it is only<br>unlawful for the Ancillary Lender to perform its obligations as described<br>above, then only the Ancillary Commitments of such Ancillary Lender<br>will be immediately cancelled; and<br>(c) to the extent that the Lender's participation has not been transferred<br>pursuant to paragraph (e) of Clause 9.5 (Right of replacement or<br>repayment and cancellation in relation to a single Lender), each<br>Borrower shall repay that Lender's and Ancillary Lender's participation<br>in the Loans and Ancillary Outstandings made to that Borrower on the<br>last day of the Interest Period for each Loan occurring after the Agent<br>has notified the Company or, if earlier, the date specified by the Lender<br>or Ancillary Lender in the notice delivered to the Agent (being no earlier<br>than the last day of any applicable grace period permitted by law) and<br>that Lender's corresponding Commitment(s) and Ancillary Lender's<br>Ancillary Commitments shall be immediately cancelled in the amount<br>of the participations repaid, provided that if it is only unlawful for the<br>Ancillary Lender to perform its obligations as described above and to<br>the extent that such Ancillary Lender's participation has not been<br>transferred pursuant to paragraph (e) of Clause 9.5 (Right of replacement<br>or repayment and cancellation in relation to a single Lender), each<br>Borrower shall only repay that Ancillary Lender's participation in the<br>Ancillary Outstandings made to that Borrower on the date specified by<br>the relevant Ancillary Lender in the notice delivered to the Agent (being<br>no earlier than the last day of any applicable grace period permitted by<br>law) and that Ancillary Lender's corresponding Ancillary Commitments<br>shall be immediately cancelled in the amount of the participations<br>repaid.<br>9.2 Change of control<br>(a) For the purposes of this Clause 9.2:<br>acting in concert means "gemeinsam handelnd" within the meaning of<br>section 2(5) of the German Securities Acquisition and Take Over Act<br>(Wertpapiererwerbs- und Übernahmegesetz).<br>Change of Control means:<br>(1) any person or group of persons acting in concert gaining direct<br>or indirect Control of the Company; or
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75<br>#4853-4198-8303<br>(2) the sale (in one transaction or a series of related transactions) of<br>all or substantially all of the assets of the Group.<br>Control means (A) the power (whether by way of ownership of shares,<br>proxy, contract, agency or otherwise) to cast, or control the casting of,<br>more than 50 per cent. of the maximum number of votes that might be<br>cast at a general meeting of the Company, or (B) ownership of more than<br>50 per cent. of the issued share capital of the Company.<br>(b) If a Change of Control occurs:<br>(i) the Company shall promptly notify the Agent upon becoming<br>aware of that event;<br>(ii) upon receipt of a notice from the Company pursuant to<br>paragraph (i) above, the Agent shall promptly notify the Lenders<br>thereof;<br>(iii) the Lenders will negotiate in good faith for a period of not more<br>than fifteen (15) Business Days of the Company notifying the<br>Agent pursuant to paragraph (i) or the Agent notifying the<br>Company of becoming aware of a Change of Control above, with<br>a view to achieving the continuation of the Facility<br>(the Negotiation Period);<br>(iv) a Lender shall not be obliged to fund any Utilisation during the<br>Negotiation Period and during the twenty (20) Business Days<br>period following immediately after the end of the Negotiation<br>Period (except for a Rollover Loan) and shall not be obliged to<br>fund any Utilisation at any time after it has given notice to the<br>Agent pursuant to paragraph (v) below (including any Rollover<br>Loan);<br>(v) if a Lender so requires after the expiry of the Negotiation Period<br>and notifies the Agent within twenty (20) Business Days after<br>the end of the Negotiation Period, the Agent shall, by not less<br>than fifteen (15) Business Days' notice to the Company<br>(the Notice Period), cancel each Available Commitment of that<br>Lender and declare the participation of that Lender in all Loans<br>and Ancillary Outstandings, together with accrued interest, fees<br>and all other amounts accrued or outstanding under the Finance<br>Documents immediately due and payable, whereupon, and to the<br>extent that that Lender has then not been replaced pursuant to<br>paragraph (c) below at the end of the Notice Period, each such<br>Available Commitment will be immediately cancelled, any<br>Commitment and Ancillary Commitment of that Lender shall<br>immediately cease to be available for further utilisation and all
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76<br>#4853-4198-8303<br>such participations in outstanding Loans, Ancillary Outstandings<br>and amounts will become immediately due and payable.<br>(c) The Company may replace any Lender which has given notice to the<br>Agent in accordance with paragraph (b)(v) above pursuant to paragraphs<br>(e) to (g) of Clause 9.5 (Right of replacement or repayment and<br>cancellation in relation to a single Lender) which shall apply mutatis<br>mutandis, provided that the transfer must take place prior to the end of<br>the Notice Period.<br>9.3 Voluntary cancellation<br>The Company may, if it gives the Agent not less than three (3) Business Days'<br>(or such shorter period as the Majority Lenders may agree) prior notice, cancel<br>the whole or any part (being a minimum amount and integral multiple of<br>EUR 5,000,000) of the Available Facility. Any cancellation under this<br>Clause 9.3 shall reduce the Commitments of the Lenders rateably.<br>9.4 Voluntary prepayment<br>A Borrower to which a Loan has been made may, if it gives the Agent not less<br>than three (3) Business Days' (or such shorter period as the Majority Lenders<br>may agree) prior notice prepay the whole or any part of any Loan (but, if in part,<br>being an amount that reduces the Base Currency Amount of the Loan by a<br>minimum amount of EUR 5,000,000 and an integral multiple of EUR<br>5,000,000). Any prepayment of a Loan pursuant to this Clause 9.4 shall be<br>applied pro rata to each Lender's participation in that Loan.<br>9.5 Right of replacement or repayment and cancellation in relation to a single<br>Lender<br>(a) If:<br>(i) any sum payable to any Lender by an Obligor is required to be<br>increased under paragraph (d) of Clause 14.2 (Tax gross-up); or<br>(ii) any Lender claims indemnification from the Company under<br>Clause 14.3 (Tax indemnity) or Clause 15.1 (Increased costs); or<br>(iii) an amount payable by an Obligor under a Finance Document to<br>a Lender (other than an Original Lender) may not be deducted as<br>a business expense for German income tax purposes because the<br>relevant Lender is a German Non-Cooperative Jurisdiction<br>Finance Party; or<br>(iv) any sum payable to any Lender (other than an Original Lender)<br>by a French Guarantor is not or will not be treated as a deductible<br>charge or expense for French tax purposes (at the time the
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77<br>#4853-4198-8303<br>relevant corporate income tax is calculated) for that French<br>Guarantor by reasons of that amount being:<br>(A) paid or accured to a Lender (other than an Original<br>Lender) incorporated, domiciled, established or acting<br>through a Facility Office situated in a French Non-Cooperative Jurisdiction; or<br>(B) paid to an account opened in the name of or for the<br>benefit of that Lender (other than an Original Lender) in<br>a financial institution situated in a French Non-Cooperative Jurisdiction,<br>the Company may, whilst the circumstance giving rise to the non-deductibility or the requirement for that increase or indemnification<br>continues, (i) give the Agent notice of cancellation of the Commitment<br>of that Lender and its intention to procure the repayment of that Lender's<br>participation in the Loans or (ii) give the Agent notice of its intention to<br>replace that Lender in accordance with paragraph (e) below.<br>(b) If a Lender becomes a Non-Consenting Lender the Company may,<br>whilst the circumstance giving rise to that Lender being a Non-Consenting Lender continues, give the Agent notice of its intention to<br>replace that Lender in accordance with paragraph (e) below, provided<br>that any such replacement of a Non-Consenting Lender shall occur<br>within three (3) months of the reply date of the relevant amendment or<br>waiver request.<br>(c) On receipt of a notice of cancellation referred to in paragraph (a) above,<br>the Available Commitment of that Lender shall be immediately reduced<br>to zero.<br>(d) On the last day of each Interest Period which ends after the Company<br>has given notice of cancellation under paragraph (a) above (or, if earlier,<br>the date specified by the Company in that notice), each Borrower to<br>which a Loan is outstanding shall repay that Lender's participation in<br>that Loan and that Lender's corresponding Commitment shall be<br>immediately cancelled in the amount of the participations repaid.<br>(e) If:<br>(i) any of the circumstances set out in paragraphs (a) or (b) above<br>apply to a Lender; or<br>(ii) an Obligor becomes obliged to pay any amount in accordance<br>with Clause 9.1 (Illegality) to any Lender,
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78<br>#4853-4198-8303<br>the Company may, on five (5) Business Days' prior notice to the Agent<br>and that Lender, replace that Lender by requiring that Lender to (and, to<br>the extent permitted by law, that Lender shall) assign and transfer by<br>way of assumption of contract (Vertragsübernahme) pursuant to<br>Clause 24 (Changes to the Lenders) all (and not part only) of its rights<br>and obligations under this Agreement to a Lender or an Eligible<br>Institution selected by the Company (each of which shall not be a<br>member of the Group) which confirms its willingness to assume and<br>does assume all the obligations of the transferring Lender in accordance<br>with Clause 24 (Changes to the Lenders) for a purchase price in cash<br>payable at the time of the transfer in an amount equal to the outstanding<br>principal amount of such Lender's participation in the outstanding Loans<br>and all accrued interest (to the extent that the Agent has not given a<br>notification under Clause 24.8 (Pro rata interest settlement)), Break<br>Costs and other amounts payable in relation thereto under the Finance<br>Documents.<br>(f) The replacement of a Lender pursuant to paragraph (e) above shall be<br>subject to the following conditions:<br>(i) the Company shall have no right to replace the Agent;<br>(ii) neither the Agent nor any Lender shall have any obligation to<br>find a replacement Lender or to accept any such assignment or<br>transfer to itself;<br>(iii) in no event shall the Lender replaced under paragraph (e) above<br>be required to pay or surrender any of the fees received by such<br>Lender pursuant to the Finance Documents;<br>(iv) the Lender shall only be obliged to assign and transfer its rights<br>and obligations pursuant to paragraph (e) above once it is<br>satisfied that it has complied with all necessary "know your<br>customer" or other similar checks under all applicable laws and<br>regulations in relation to that transfer; and<br>(v) in respect of a replacement of a Non-Consenting Lender, such<br>replacement to have occurred within three (3) months from the<br>reply date of the relevant amendment or waiver request.<br>(g) A Lender shall perform the checks described in paragraph (f)(iv) above<br>as soon as reasonably practicable following delivery of a notice referred<br>to in paragraph (e) above and shall notify the Agent and the Company<br>when it is satisfied that it has complied with those checks.
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79<br>#4853-4198-8303<br>(h) Right of cancellation in relation to a Defaulting Lender<br>(i) If any Lender becomes a Defaulting Lender, the Company may,<br>at any time whilst the Lender continues to be a Defaulting<br>Lender, give the Agent not less than three (3) Business Days'<br>notice of cancellation of the Available Commitment of that<br>Lender.<br>(ii) On the notice referred to in paragraph (i) above becoming<br>effective, the Available Commitment of the Defaulting Lender<br>shall immediately be reduced to zero.<br>(iii) The Agent shall as soon as practicable after receipt of a notice<br>referred to in paragraph (i) above, notify all the Lenders.<br>9.6 Restrictions<br>(a) Any notice of cancellation or prepayment given by any Party under this<br>Clause 9 shall be irrevocable and, unless a contrary indication appears<br>in this Agreement, shall specify the date or dates upon which the relevant<br>cancellation or prepayment is to be made and the amount of that<br>cancellation or prepayment.<br>(b) Any prepayment under this Agreement shall be made together with<br>accrued interest on the amount prepaid and, subject to any Break Costs,<br>without premium or penalty.<br>(c) Unless a contrary indication appears in this Agreement, any part of the<br>Facility which is prepaid or repaid may be reborrowed in accordance<br>with the terms of this Agreement.<br>(d) The Borrowers shall not repay or prepay all or any part of the Loans or<br>cancel all or any part of the Commitments except at the times and in the<br>manner expressly provided for in this Agreement.<br>(e) Subject to Clause 2.2 (Increase), no amount of the Total Commitments<br>cancelled under this Agreement may be subsequently reinstated.<br>(f) If the Agent receives a notice under this Clause 9 it shall promptly<br>forward a copy of that notice to either the Company or the affected<br>Lender, as appropriate.<br>(g) If all or part of any Lender's participation in a Loan is repaid or prepaid<br>and is not available for redrawing (other than by operation of Clause 5.2<br>(Further conditions precedent) or Clause 5.3 (Maximum number of<br>Loans)), an amount of that Lender's Commitment (equal to the Base<br>Currency Amount of the amount of the participation which is repaid or
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80<br>#4853-4198-8303<br>prepaid) will be deemed to be cancelled on the date of repayment or<br>prepayment.
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81<br>#4853-4198-8303<br>SECTION 5<br>COSTS OF UTILISATION<br>10. INTEREST<br>10.1 Calculation of interest<br>The rate of interest on each Loan for each Interest Period is the percentage rate<br>per annum which is the aggregate of the applicable:<br>(a) Margin; and<br>(b) EURIBOR.<br>10.2 Payment of interest<br>The Borrower to which a Loan has been made shall pay accrued interest on that<br>Loan on the last day of each Interest Period (and, if the Interest Period is longer<br>than six Months, on the dates falling at six-monthly intervals after the first day<br>of the Interest Period).<br>10.3 Initial Margin and Margin adjustment<br>(a) The Margin as at the date of this Agreement applicable to a Loan is<br>2.65 per cent. per annum.<br>(b) After the financial quarter ending on 31 December 2024, the Margin<br>shall vary in accordance with the grid set out below by reference to the<br>Leverage with no limits on the reduction or increase to be effected on<br>any single reset date:<br>Leverage Margin<br>(per cent. per annum)<br>Greater than 3.50:1 2.85<br>Greater than 3.00:1 but less than or<br>equal to 3.50:1<br>2.65<br>Greater than 2.50:1 but less than or<br>equal to 3.00:1<br>2.40<br>Greater than 2.00:1 but less than or<br>equal to 2.50:1<br>2.15<br>Greater than 1.50:1 but less than or<br>equal to 2.00:1<br>1.95
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82<br>#4853-4198-8303<br>Leverage Margin<br>(per cent. per annum)<br>Greater than 1.00:1 but less than or<br>equal to 1.50:1<br>1.75<br>Less than or equal to 1.00:1 1.55<br>provided that:<br>(i) any adjustment of the Margin will take effect on the fifth (5th)<br>Business Day after (and including) the date on which the Agent<br>receives the Compliance Certificate pursuant to Clause 20.2<br>(Compliance Certificate and Material Subsidiaries list) with the<br>relevant set of financial statements (the reset date) and for the<br>first time on the reset date after delivery of the Compliance<br>Certificate supplied with the Company's financial statements<br>delivered pursuant to paragraph (a)(i) of Clause 20.1 (Financial<br>statements) for the financial year ending on 31 December 2024;<br>(ii) the Margin in relation to any Unpaid Sum shall be the highest<br>rate per annum specified in the grid above;<br>(iii) if and for so long as an Event of Default has occurred and is<br>continuing, the Margin shall revert to its highest level set out in<br>the grid above for a Loan under the Facility. Once that Event of<br>Default is remedied or waived, the Margin will be recalculated<br>on the basis of the most recently delivered quarterly consolidated<br>financial statements and this Clause 10.3 (on the assumption that<br>as at the date such quarterly consolidated financial statements<br>were delivered no Event of Default had occurred or was<br>continuing) with effect from the date of that remedy or waiver;<br>and<br>(iv) if following receipt by the Agent of the annual audited<br>consolidated financial statements of the Group and the related<br>Compliance Certificate, those statements and Compliance<br>Certificate do not confirm the basis for the Margin applied during<br>the financial year to which those financial statements and<br>Compliance Certificate relate (the relevant period), then:<br>(A) if a higher rate of Margin should have applied for any<br>part of the relevant period, the relevant Borrower shall<br>pay to the Agent the amount necessary to put the Lenders
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83<br>#4853-4198-8303<br>in the position they would have been in had the<br>appropriate rate of Margin applied for that part of the<br>relevant period; or<br>(B) if a lower rate of Margin should have applied for any part<br>of the relevant period, then the overpayment to a Lender<br>shall be credited against future payments to be made by<br>the Borrowers to that Lender but only to the extent that it<br>has actually received a too high Margin (provided that<br>any such reduction shall only apply to the extent the<br>Lenders which received the overpayment of interest<br>remain Lenders at the date of such reduction and each<br>such remaining Lender will only bear the deduction of<br>the overpayment it received itself).<br>10.4 ESG Margin adjustment<br>(a) The Company and the Lenders agree to negotiate in good faith and to<br>implement by no later than the date falling twelve (12) months after the<br>date of this Agreement, an ESG framework and related testing metrics<br>to be included in this Agreement to adjust the Margin based on the<br>Group achieving certain ESG-related metrics or target levels for ESG-related key performance indicators tested on an annual basis, provided<br>that at no time will the Margin be increased or decreased by more than<br>5 basis points per annum as a result of the application of such ESG<br>framework (the ESG-Framework) and further provided that such ESG-Framework shall not be implemented without the prior consent of all the<br>Lenders.<br>(b) The Parties agree that prior to the agreement pursuant to paragraph (a)<br>above, the Facility shall not be considered to be a sustainability linked<br>credit facility and will therefore not appear as such in any<br>communication made by any Party in relation to the Facility.<br>10.5 Default interest and lump sum damages<br>(a) If an Obligor fails to pay any amount (other than interest) payable by it<br>under a Finance Document on its due date, interest shall accrue on the<br>overdue amount from the due date up to the date of actual payment (both<br>before and after judgment) at a rate which, subject to paragraph (d)<br>below, is 1 per cent. per annum higher than the rate which would have<br>been payable if the overdue amount had, during the period of non-payment, constituted a Loan in the currency of the overdue amount for<br>successive Interest Periods, each of a duration selected by the Agent<br>(acting reasonably).
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84<br>#4853-4198-8303<br>(b) If an Obligor fails to pay interest payable by it under the Finance<br>Documents on its due date, lump sum damages (pauschalierter<br>Schadensersatz) shall accrue on the overdue amount from the due date<br>up to the date of actual payment (both before and after judgment) at a<br>rate which, subject to paragraph (d) below, is 1 per cent. per annum<br>higher than the rate which would have been payable if the overdue<br>amount had, during the period of non-payment, constituted a Loan in the<br>currency of the overdue amount for successive Interest Periods, each of<br>a duration selected by the Agent (acting reasonably). In the case of lump<br>sum damages, the relevant Obligor shall be free to prove that no<br>damages have arisen or that damages have not arisen in the asserted<br>amount and any Finance Party shall be entitled to prove that further<br>damages have arisen.<br>(c) Any interest or lump sum accruing under this Clause 10.5 shall be<br>immediately payable by the Obligor on demand by the Agent.<br>(d) If any overdue amount consists of all or part of a Loan which became<br>due on a day which was not the last day of an Interest Period relating to<br>that Loan:<br>(i) the first Interest Period for that overdue amount shall have a<br>duration equal to the unexpired portion of the current Interest<br>Period relating to that Loan; and<br>(ii) the rate of interest applying to the overdue amount during that<br>first Interest Period shall be 1 per cent. per annum higher than<br>the rate which would have applied if the overdue amount had not<br>become due.<br>10.6 Notifications<br>(a) The Agent shall promptly notify the relevant Lenders and the relevant<br>Borrower of the determination of a rate of interest relating to a Loan and<br>shall provide to the Company:<br>(i) a calculation of the interest which is projected to accrue on any<br>such Loan during its Interest Period no later than five (5)<br>Business Days after the first day of such Interest Period; and<br>(ii) a reasonably detailed calculation of any accrued interest payable<br>on any such Loan no later than two (2) Business Days prior to<br>the due date for payment thereof.<br>(b) The Agent shall promptly notify the relevant Borrower of each Funding<br>Rate relating to a Loan.
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85<br>#4853-4198-8303<br>(c) This Clause 10.6 (Notifications) shall not require the Agent to make any<br>notifications to any Party on a day which is not a Business Day.<br>10.7 Compounding of Interest Due by a French Guarantor<br>Any interest due by any French Guarantor and unpaid under the Finance<br>Documents (including any default interest accrued pursuant to Clause 10.5<br>above) shall be compounded on an annual basis in accordance with the<br>provisions of article 1343-2 of the French Civil Code.<br>10.8 Italian Usury Law<br>(a) The rate of interest applicable to any Loan to any Italian Borrower under<br>this Agreement (including the relevant component of any applicable fee<br>and expense) determined as of the date of signing of this Agreement is<br>considered in good faith by the Parties to be in compliance with the<br>Italian Usury Law.<br>(b) In any event, the Parties agree and accept that if, pursuant to a change in<br>law or in the official interpretation of Italian Usury Law, the rate of<br>interest (including default interest, fees, charges, expenses and other<br>costs and any other form of compensation) applicable to any Loan made<br>available to an Italian Borrower, at any time is deemed to exceed the<br>maximum rate permitted by Italian Usury Law, then the relevant interest<br>rate or default rate applicable to such Italian Borrower shall be<br>automatically reduced to the maximum admissible interest rate pursuant<br>to such legislation, for the period during which it is not possible to apply<br>the interest rate as originally agreed in this Agreement.<br>11. INTEREST PERIODS<br>11.1 Selection of Interest Periods<br>(a) A Borrower (or the Company on behalf of a Borrower) may select an<br>Interest Period for a Loan in the Utilisation Request for that Loan.<br>(b) Subject to this Clause 11, a Borrower (or the Company) may select an<br>Interest Period of one (1), three (3) or six (6) Months or of any other<br>period agreed between the Company, the Agent and all the Lenders,<br>provided that the Company may chose a shortened interest period in<br>respect of the first Utilisation so that such Interest Period ends on a<br>Quarter Date.<br>(c) An Interest Period for a Loan shall not extend beyond the Termination<br>Date.<br>(d) Each Interest Period for a Loan shall start on the Utilisation Date.
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86<br>#4853-4198-8303<br>(e) A Loan has one Interest Period only.<br>11.2 Non-Business Days<br>If an Interest Period would otherwise end on a day which is not a Business Day,<br>that Interest Period will instead end on the next Business Day in that calendar<br>month (if there is one) or the preceding Business Day (if there is not).<br>12. CHANGES TO THE CALCULATION OF INTEREST<br>12.1 Unavailability of Screen Rate<br>(a) Interpolated Screen Rate: If no Screen Rate is available for EURIBOR<br>for the Interest Period of a Loan, the applicable EURIBOR shall be the<br>Interpolated Screen Rate for a period equal in length to the Interest<br>Period of that Loan.<br>(b) Historic Screen Rate: If no Screen Rate is available for EURIBOR for:<br>(i) the currency of a Loan; or<br>(ii) the Interest Period of a Loan and it is not possible to calculate<br>the Interpolated Screen Rate,<br>the applicable EURIBOR shall be the Historic Screen Rate for that Loan.<br>(c) Interpolated Historic Screen Rate: If paragraph (b) above applies but no<br>Historic Screen Rate is available for the Interest Period of the Loan, the<br>applicable EURIBOR shall be the Interpolated Historic Screen Rate for<br>a period equal in length to the Interest Period of that Loan.<br>(d) Cost of funds: If paragraph (c) above applies but it is not possible to<br>calculate the Interpolated Historic Screen Rate there shall be no<br>EURIBOR for that Loan and Clause 12.3 (Cost of funds) shall apply to<br>that Loan for that Interest Period.<br>12.2 Market disruption<br>If before close of business in Düsseldorf on the Quotation Day for the relevant<br>Interest Period the Agent receives notifications from a Lender or Lenders<br>(whose participations in a Loan exceed 35 per cent. of that Loan) that the cost<br>to it of funding its participation in that Loan from whatever source it may<br>reasonably select would be in excess of EURIBOR, then Clause 12.3 (Cost of<br>funds) shall apply to that Loan for the relevant Interest Period.<br>12.3 Cost of funds<br>(a) If this Clause 12.3 applies to a Loan for an Interest Period, Clause 10.1<br>(Calculation of interest ) shall not apply to that Loan for that Interest
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87<br>#4853-4198-8303<br>Period and the rate of interest on each Lender's share of the relevant<br>Loan for the relevant Interest Period shall be the percentage rate per<br>annum which is the sum of:<br>(i) the Margin; and<br>(ii) the rate notified to the Agent by that Lender as soon as<br>practicable and in any event, within two (2) Business Days of the<br>first day of that Interest Period (or, if earlier, on the date falling<br>five (5) Business Days before the date on which interest is due<br>to be paid in respect of that Interest Period) to be that which<br>expresses as a percentage rate per annum the cost to the relevant<br>Lender of funding its participation in that Loan from whatever<br>source it may reasonably select, provided that if such rate is<br>below zero, it shall be deemed to be zero.<br>(b) If this Clause 12.3 applies and the Agent or the Company so requires,<br>the Agent and the Company shall enter into negotiations (for a period of<br>not more than thirty (30) days) with a view to agreeing a substitute basis<br>for determining the rate of interest.<br>(c) Any alternative basis agreed pursuant to paragraph (b) above shall, with<br>the prior consent of all the Lenders and the Company, be binding on all<br>Parties.<br>(d) If this Clause 12.3 applies pursuant to Clause 12.2 (Market disruption)<br>and:<br>(i) a Lender's Funding Rate is less than EURIBOR; or<br>(ii) a Lender does not supply a quotation by the time specified in<br>paragraph (a)(ii) above,<br>the cost to that Lender of funding its participation in that Loan<br>for that Interest Period shall be deemed, for the purposes of<br>paragraph (a) above, to be EURIBOR.<br>(e) If this Clause 12.3 applies but any Lender does not supply a quotation<br>by the time specified in paragraph (a)(ii) above, the rate of interest shall<br>be calculated on the basis of the quotations of the remaining Lenders.<br>(f) If this Clause 12.3 applies the Agent shall, as soon as is practicable,<br>notify the Company.<br>12.4 Break Costs<br>(a) Each Borrower shall, within three (3) Business Days of demand by a<br>Finance Party, pay to that Finance Party its Break Costs attributable to
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88<br>#4853-4198-8303<br>all or any part of a Loan or Unpaid Sum being paid by that Borrower on<br>a day other than the last day of an Interest Period for that Loan or Unpaid<br>Sum.<br>(b) Each Lender shall, as soon as reasonably practicable after a demand by<br>the Company (through the Agent), provide a certificate confirming the<br>amount of its Break Costs, setting out its calculation in reasonable detail,<br>for any Interest Period in which they accrue (but without requiring any<br>such Lender to disclose any confidential or proprietary information in<br>relation to the organisation of its affairs or any business secrets).<br>13. FEES<br>13.1 Commitment fee<br>(a) The Company shall pay to the Agent (for the account of each Lender) a<br>commitment fee in the Base Currency computed at the rate of 35 per<br>cent. of the Margin then applicable to Loans on that Lender's Available<br>Commitment for the period from and including the date of this<br>Agreement until the end of the Availability Period.<br>(b) The commitment fee accrued shall be calculated by the Agent for each<br>period ending on the last day of each calendar quarter which ends during<br>the relevant Availability Period, on the last day of the Availability Period<br>and, if cancelled in full, on the cancelled amount of the relevant Lender's<br>Commitment at the time the cancellation is effective.<br>(c) The Agent shall notify the Company of the commitment fee accrued and<br>calculated in respect of any period referred to in paragraph (b) above.<br>The Company shall pay such commitment fee to the Agent (for the<br>account of each Lender) not later than on the fifth (5th) Business Day<br>following receipt by the Company of such notification.<br>(d) No commitment fee is payable to the Agent (for the account of a Lender)<br>on the Available Commitment of that Lender for any day on which that<br>Lender is a Defaulting Lender.<br>13.2 Arrangement and participation fees<br>The Company shall pay to the Agent (for the account of the Arrangers or<br>Original Lenders) arrangement and participation fees in the amounts and at the<br>times agreed in a Fee Letter.<br>13.3 Agency and Security Agent fee<br>(a) The Company shall pay to the Agent (for its own account) an agency fee<br>in the amount and at the times agreed in a Fee Letter.
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89<br>#4853-4198-8303<br>(b) The Company shall pay to the Security Agent (for its own account) a<br>security agent fee in the amount and at the times agreed in a Fee Letter.<br>13.4 Interest, commission and fees on Ancillary Facilities<br>The rate and time of payment of interest, commission, fees and any other<br>remuneration in respect of each Ancillary Facility shall be determined by<br>agreement between the relevant Ancillary Lender and the Borrower of that<br>Ancillary Facility based upon normal market rates and terms.<br>13.5 Utilisation fee<br>(a) The Company shall pay to the Agent (for the account of each Lender pro<br>rata to its participation in any Loans) a utilisation fee in the Base<br>Currency for the Utilisation of the Facility (but not for the utilisation of<br>any Ancillary Facility) for each day on which the aggregate amount of<br>the Loans outstanding:<br>(i) is greater than 0 per cent. but less than 33 1/3 per cent. of the<br>Total Commitments (less the Ancillary Commitments),<br>computed at the rate of 0.10 per cent. per annum on the aggregate<br>amount of Loans outstanding at such time;<br>(ii) is greater than or equal to 33 1/3 per cent. but less than 66 2/3<br>per cent. of the Total Commitments (less the Ancillary<br>Commitments), computed at the rate of 0.20 per cent. per annum<br>on the aggregate amount of the Loans outstanding at such time;<br>and<br>(iii) is greater than or equal to 66 2/3 per cent. of the Total<br>Commitments (less the Ancillary Commitments), computed at<br>the rate of 0.30 per cent. per annum on the aggregate amount of<br>the Loans outstanding at such time,<br>in each case payable:<br>(A) each calendar quarter in arrear after the date of this<br>Agreement during the lifetime of the Facility;<br>(B) on the Termination Date; and<br>(C) if cancelled in full, on the cancelled amount of the<br>Facility at the time the cancellation is effective.<br>(b) The Agent shall notify the Company of the utilisation fee accrued and<br>calculated in respect of any period referred to in paragraph (a) above.<br>The Company shall pay such utilisation fee to the Agent (for the account<br>of each Lender) not later than on the fifth (5th) Business Day following
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90<br>#4853-4198-8303<br>the later of (i) receipt by the Company of such notification and (ii) the<br>last day of the relevant period.
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91<br>#4853-4198-8303<br>SECTION 6<br>ADDITIONAL PAYMENT OBLIGATIONS<br>14. TAX GROSS UP AND INDEMNITIES<br>14.1 Definitions<br>In this Agreement:<br>German Borrower means the Company and a Borrower incorporated in<br>Germany;<br>German Non-Cooperative Jurisdiction means any non-cooperative state or<br>territory (nicht kooperatives Steuerhoheitsgebiet) within the meaning of the<br>German Defense Against Tax Haven Act dated 25 June 2021 (Steueroasen-Abwehrgesetz) (as amended or replaced from time to time);<br>German Non-Cooperative Jurisdiction Finance Party means a Finance Party<br>other than an Original Lender (i) incorporated, domiciled, established, tax<br>resident, acting through a Facility Office, permanent establishment or office (as<br>the case may be) in a German Non-Cooperative Jurisdiction or (ii) acting for a<br>beneficial owner tax resident in a German Non-Cooperative Jurisdiction;<br>Protected Party means a Finance Party which is or will be subject to any<br>liability, or required to make any payment, for or on account of Tax in relation<br>to a sum received or receivable (or any sum deemed for the purposes of Tax to<br>be received or receivable) under a Finance Document;<br>Qualifying Lender means:<br>(a) in respect of interest payable by a German Borrower, a Lender which is<br>beneficially entitled to interest payable to that Lender in respect of an<br>advance under a Finance Document and is:<br>(i) lending through a Facility Office in Germany; or<br>(ii) a Treaty Lender,<br>(b) in respect of interest payable by any other Borrower, a Lender which is<br>beneficially entitled to interest payable to that Lender in respect of an<br>advance under a Finance Document and is:<br>(i) lending through a Facility Office in the jurisdiction of<br>incorporation of the relevant Borrower; or<br>(ii) a Treaty Lender;<br>Tax Credit means a credit against, relief or remission for, or repayment of any<br>Tax;
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92<br>#4853-4198-8303<br>Tax Deduction means a deduction or withholding for or on account of Tax from<br>a payment under a Finance Document, other than a FATCA Deduction;<br>Tax Payment means either the increase in a payment made by an Obligor to a<br>Finance Party under Clause 14.2 (Tax gross-up) or a payment under Clause 14.3<br>(Tax indemnity);<br>Treaty Lender means a Lender which:<br>(a) is treated as a resident of a Treaty State for the purposes of the Treaty;<br>(b) does not carry on a business in the jurisdiction of incorporation of the<br>relevant Borrower through a permanent establishment with which that<br>Lender's participation in the Loan is effectively connected; and<br>(c) fulfils, subject to the completion of any necessary procedural<br>formalities, any other condition that must be fulfilled under the<br>applicable Treaty by residents of that Treaty State for such residents to<br>be entitled under the Treaty to a full exemption from Tax imposed by<br>the jurisdiction of incorporation of the relevant Borrower on interest<br>payments; and<br>Treaty State means a jurisdiction having a double taxation agreement (a Treaty)<br>with the jurisdiction of incorporation of the relevant Borrower which makes<br>provision for full exemption for tax imposed by the jurisdiction of incorporation<br>of the relevant Borrower on interest.<br>Unless a contrary indication appears, in this Clause 14 a reference to<br>"determines" or "determined" means a determination made in the absolute<br>discretion of the person making the determination.<br>14.2 Tax gross-up<br>(a) Each Obligor shall make all payments to be made by it under each<br>Finance Document without any Tax Deduction, unless a Tax Deduction<br>is required by law.<br>(b) The Company shall promptly upon becoming aware that an Obligor<br>must make a Tax Deduction (or that there is any change in the rate or<br>the basis of a Tax Deduction) notify the Agent accordingly. Similarly,<br>a Lender shall notify the Agent on becoming so aware in respect of a<br>payment payable to that Lender. If the Agent receives such notification<br>from a Lender it shall notify the Company and that Obligor.<br>(c) If a Lender becomes aware that it is not, or has ceased to be, a Qualifying<br>Lender, it shall promptly notify the Agent. If the Agent receives such<br>notification from a Lender it shall promptly notify the Company.
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93<br>#4853-4198-8303<br>(d) Subject to the limitations and exclusions below, if a Tax Deduction is<br>required by law to be made by an Obligor, the amount of the payment<br>due from that Obligor shall be increased to an amount which (after<br>making any Tax Deduction) leaves an amount equal to the payment<br>which would have been due if no Tax Deduction had been required.<br>(e) A payment shall not be increased under paragraph (d) above by reason<br>of a Tax Deduction on account of Tax imposed by the jurisdiction of<br>incorporation of the relevant Borrower if on the date on which the<br>payment falls due:<br>(i) the payment could have been made to the relevant Lender<br>without a Tax Deduction if the Lender had been a Qualifying<br>Lender, but on that date that Lender is not or has ceased to be a<br>Qualifying Lender other than as a result of any change after the<br>date it became a Lender under this Agreement in (or in the<br>interpretation, administration, or application of) any law or<br>Treaty, or any published practice or published concession of any<br>relevant taxing authority;<br>(ii) the relevant Lender is a Treaty Lender and the Obligor making<br>the payment is able to demonstrate that the payment could have<br>been made to the Lender without the Tax Deduction had that<br>Lender complied with its obligations under paragraph (h) below;<br>or<br>(iii) such Tax Deduction is imposed solely because the payment is<br>made to a German Non-Cooperative Jurisdiction Finance Party.<br>(f) If an Obligor is required to make a Tax Deduction, that Obligor shall<br>make that Tax Deduction and any payment required in connection with<br>that Tax Deduction within the time allowed and in the minimum amount<br>required by law.<br>(g) Within thirty days of making either a Tax Deduction or any payment<br>required in connection with that Tax Deduction, the Obligor making that<br>Tax Deduction shall deliver to the Agent for the Finance Party entitled<br>to the payment evidence reasonably satisfactory to that Finance Party<br>that the Tax Deduction has been made or (as applicable) any appropriate<br>payment paid to the relevant taxing authority.<br>(h) A Treaty Lender and each Obligor which makes a payment to which that<br>Treaty Lender is entitled shall co-operate in completing any procedural<br>formalities necessary for that Obligor to obtain authorisation to make<br>that payment without a Tax Deduction.
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94<br>#4853-4198-8303<br>(i) If:<br>(i) a Tax Deduction is required by law in respect of a payment made<br>by or on account of an Obligor (the Relevant Obligor) to a<br>Lender under a Finance Document;<br>(ii) the Relevant Obligor (or the Agent, if it is the applicable<br>withholding agent) was unaware, and could not reasonably be<br>expected to have been aware, that the Tax Deduction was<br>required and as a result did not make the Tax Deduction either in<br>reliance on the notifications and confirmations provided by the<br>relevant Finance Party pursuant to Clause 14.5 (Lender Status<br>Confirmation) or because the Finance Party has not complied<br>with its obligations under paragraphs (b) or (c) of this Clause<br>14.2; and<br>(iii) the Relevant Obligor would not have been required to make an<br>increased payment under paragraph (d) above in respect of that<br>Tax Deduction because based on circumstances existing at the<br>time such payment would have been required to be made, one of<br>the exclusions under paragraphs (e) or (f) of this Clause 14.2<br>would have applied,<br>then the Lender that received the payment in respect of which the Tax<br>Deduction should have been made undertakes to promptly, upon receipt<br>of a written notice by that Relevant Obligor (or the Agent) and evidence<br>that a Tax Deduction should have been made, reimburse that Relevant<br>Obligor (or the Agent) for the amount of the Tax Deduction that should<br>have been made (but, for the avoidance of doubt, not any penalty or<br>interest payable in connection with any failure to pay or any delay in<br>paying any of the same and only to the extent the Tax Deduction has not<br>already been accounted for to the tax authority by such Lender).<br>14.3 Tax indemnity<br>(a) The Company shall (within three (3) Business Days of demand by the<br>Agent) pay to a Protected Party an amount equal to the loss, liability or<br>cost which that Protected Party determines will be or has been (directly<br>or indirectly) suffered for or on account of Tax by that Protected Party<br>in respect of a Finance Document.<br>(b) Paragraph (a) above shall not apply:<br>(i) with respect to any Tax assessed on a Finance Party:<br>(A) under the law of the jurisdiction in which that Finance<br>Party is incorporated or, if different, the jurisdiction (or
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95<br>#4853-4198-8303<br>jurisdictions) in which that Finance Party is treated as<br>resident for tax purposes; or<br>(B) under the law of the jurisdiction in which that Finance<br>Party's Facility Office is located in respect of amounts<br>received or receivable in that jurisdiction,<br>if that Tax is imposed on or calculated by reference to the net<br>income received or receivable (but not any sum deemed to be<br>received or receivable) by that Finance Party; or<br>(ii) to the extent a loss, liability or cost:<br>(A) is compensated for by an increased payment under<br>Clause 14.2 (Tax gross-up);<br>(B) would have been compensated for by an increased<br>payment under Clause 14.2 (Tax gross-up) but was not<br>so compensated solely because one of the exclusions in<br>Clause 14.2 (Tax gross-up) applied;<br>(C) is compensated for by Clause 14.6 (Stamp taxes) or<br>Clause 14.7 (VAT) (or would have been so compensated<br>for under those Clauses but was not so compensated<br>solely because any of the exceptions set out therein<br>applied);<br>(D) relates to a FATCA Deduction required to be made by<br>any Party; or<br>(E) relates to a Tax solely imposed because a Lender is a<br>German Non-Cooperative Jurisdiction Finance Party.<br>(c) A Protected Party making, or intending to make a claim under paragraph<br>(a) above shall promptly notify the Agent of the event which will give,<br>or has given, rise to the claim, following which the Agent shall notify<br>the Company.<br>(d) A Protected Party shall, on receiving a payment from an Obligor under<br>this Clause 14.3, notify the Agent.<br>14.4 Tax Credit<br>If an Obligor makes a Tax Payment and the relevant Finance Party determines<br>that:<br>(a) a Tax Credit is attributable to an increased payment of which that Tax<br>Payment forms part, to that Tax Payment or to a Tax Deduction in<br>consequence of which that Tax Payment was required; and
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96<br>#4853-4198-8303<br>(b) that Finance Party has obtained and utilised that Tax Credit,<br>the Finance Party shall pay an amount to the Obligor which that Finance Party<br>determines will leave it (after that payment) in the same after-Tax position as it<br>would have been in had the Tax Payment not been required to be made by the<br>Obligor.<br>14.5 Lender status confirmation<br>(a) As at the date of this Agreement, each Original Lender confirms that it<br>is not a German Non-Cooperative Jurisdiction Finance Party.<br>(b) Each Original Lender represents upon entering into this Agreement that<br>it is not incorporated, domiciled, established or acting through a Facility<br>Office situated in a French Non-Cooperative Jurisdiction.<br>(c) Each Lender which becomes a Party to this Agreement after the date of<br>this Agreement shall indicate, in the documentation which it executes on<br>becoming a Party, and for the benefit of the Agent and without liability<br>to any Obligor, which of the following categories it falls into:<br>(i) in respect of interest payable by each Borrower:<br>(A) not a Qualifying Lender;<br>(B) a Qualifying Lender (other than a Treaty Lender); or<br>(C) a Treaty Lender.<br>(d) If a New Lender or Increase Lender fails to indicate its status in<br>accordance with this Clause 14.5 then such New Lender or Increase<br>Lender shall be treated for the purposes of this Agreement (including by<br>each Obligor) as if it is not a Qualifying Lender until such time as it<br>notifies the Agent which category applies (and the Agent, upon receipt<br>of such notification, shall inform the Company). For the avoidance of<br>doubt, a Transfer Certificate or Increase Confirmation shall not be<br>invalidated by any failure of a Lender to comply with this Clause 14.5.<br>(e) Each Lender, which is not an Original Lender, shall specify, in the<br>documentation which it executes on becoming a Party as a Lender,<br>whether it is a German Non-Cooperative Jurisdiction Finance Party. If<br>such a Lender fails to indicate its status in accordance with this<br>paragraph (e) then that Lender shall be treated for the purposes of this<br>Agreement (including by each Obligor) as if it is a German Non-Cooperative Jurisdiction Finance Party until such time as it notifies the<br>Agent otherwise (and the Agent, upon receipt of such notification, shall<br>inform the Company). For the avoidance of doubt, the documentation
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97<br>#4853-4198-8303<br>which a Lender executes on becoming a Party as a Lender shall not be<br>invalidated by any failure of a Lender to comply with this paragraph (e).<br>(f) A Finance Party shall notify the Agent promptly upon becoming aware<br>that it has become a German Non-Cooperative Jurisdiction Finance<br>Party. Upon reasonable request of the Company, each Finance Party<br>shall as soon as is reasonably practical confirm its status as a Qualifying<br>Lender and as not being a German Non-Cooperative Jurisdiction<br>Finance Party.<br>14.6 Stamp taxes<br>The Company shall pay and, within three (3) Business Days of demand,<br>indemnify each Finance Party against any cost, loss or liability that Finance<br>Party incurs in relation to all stamp duty, registration and other similar Taxes<br>payable in respect of any Finance Document, provided that this Clause 14.6<br>shall not apply in respect of any stamp duty, registration or other similar Taxes<br>payable in respect of an assignment or assignment and transfer by way of<br>assumption of contract (Vertragsübernahme) or sub-participation or sub-contract by a Lender of any of its rights or obligations under a Finance<br>Document unless such assignment or assignment and transfer by way of<br>assumption of contract (Vertragsübernahme) or sub-participation or sub-contract is effected pursuant to Clause 17.1 (Mitigation) or Clause 9.5 (Right of<br>replacement or repayment and cancellation in relation to a single Lender).<br>14.7 VAT<br>(a) All amounts expressed to be payable under a Finance Document by any<br>Party to a Finance Party which (in whole or in part) constitute the<br>consideration for any supply for VAT purposes are deemed to be<br>exclusive of any VAT which is chargeable on that supply, and<br>accordingly, subject to paragraph (b) below, if VAT is or becomes<br>chargeable on any supply made by any Finance Party to any Party under<br>a Finance Document and such Finance Party is required to account to<br>the relevant tax authority for the VAT, that Party must pay to such<br>Finance Party (in addition to and at the same time as paying any other<br>consideration for such supply) an amount equal to the amount of the<br>VAT (and such Finance Party must promptly provide an appropriate<br>VAT invoice to that Party).<br>(b) If VAT is or becomes chargeable on any supply made by any Finance<br>Party (the Supplier) to any other Finance Party (the Recipient) under a<br>Finance Document, and any Party other than the Recipient (the Relevant<br>Party) is required by the terms of any Finance Document to pay an<br>amount equal to the consideration for that supply to the Supplier (rather
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98<br>#4853-4198-8303<br>than being required to reimburse or indemnify the Recipient in respect<br>of that consideration):<br>(i) (where the Supplier is the person required to account to the<br>relevant tax authority for the VAT) the Relevant Party must also<br>pay to the Supplier (at the same time as paying that amount) an<br>additional amount equal to the amount of the VAT. The<br>Recipient must (where this paragraph (i) applies) promptly pay<br>to the Relevant Party an amount equal to any credit or repayment<br>the Recipient receives from the relevant tax authority which the<br>Recipient reasonably determines relates to the VAT chargeable<br>on that supply; and<br>(ii) (where the Recipient is the person required to account to the<br>relevant tax authority for the VAT) the Relevant Party must<br>promptly, following demand from the Recipient, pay to the<br>Recipient an amount equal to the VAT chargeable on that supply<br>but only to the extent that the Recipient reasonably determines<br>that it is not entitled to credit or repayment from the relevant tax<br>authority in respect of that VAT.<br>(c) Where a Finance Document requires any Party to reimburse or<br>indemnify a Finance Party for any cost or expense, that Party shall<br>reimburse or indemnify (as the case may be) such Finance Party for the<br>full amount of such cost or expense, including such part thereof as<br>represents VAT, save to the extent that such Finance Party reasonably<br>determines that it is entitled to credit or repayment in respect of such<br>VAT from the relevant tax authority.<br>(d) Any reference in this Clause 14.7 to any Party shall, at any time when<br>such Party is treated as a member of a group for VAT purposes, include<br>(where appropriate and unless the context otherwise requires) a<br>reference to the person who is treated at that time as making the supply,<br>or (as appropriate) receiving the supply, under the grouping rules<br>(provided for in article 11 of Council Directive 2006/112/EC as<br>amended (or as implemented by any relevant member state of the<br>European Union) so that reference to a Party shall be construed as a<br>reference to that Party or the relevant group or unity (or fiscal unity) of<br>which that Party is a member for VAT purposes at the relevant time or<br>the relevant representative member (or representative or head) of that<br>group or unity at the relevant time (as the case may be).<br>(e) In relation to any supply made by a Finance Party to any Party under a<br>Finance Document, if reasonably requested by such Finance Party, that<br>Party must promptly provide such Finance Party with details of that<br>Party's VAT registration and such other information as is reasonably
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99<br>#4853-4198-8303<br>requested in connection with such Finance Party's VAT reporting<br>requirements in relation to such supply.<br>(f) The Borrower shall not be required to pay any amount of VAT if such<br>VAT is solely due because the relevant Finance Party has opted to<br>subject a supply to VAT, unless and to the extent the Borrower is able<br>to claim such VAT as input VAT.<br>14.8 FATCA Information<br>(a) Subject to paragraph (c) below, each Party shall, within ten (10)<br>Business Days of a reasonable request by another Party:<br>(i) confirm to that other Party whether it is:<br>(A) a FATCA Exempt Party; or<br>(B) not a FATCA Exempt Party;<br>(ii) supply to that other Party such forms, documentation and other<br>information relating to its status under FATCA as that other<br>Party reasonably requests for the purposes of that other Party's<br>compliance with FATCA; and<br>(iii) supply to that other Party such forms, documentation and other<br>information relating to its status as that other Party reasonably<br>requests for the purposes of that other Party's compliance with<br>any other law, regulation, or exchange of information regime.<br>(b) If a Party confirms to another Party pursuant to paragraph (a)(i) above<br>that it is a FATCA Exempt Party and it subsequently becomes aware<br>that it is not or has ceased to be a FATCA Exempt Party, that Party shall<br>notify that other Party reasonably promptly.<br>(c) Paragraph (a) above shall not oblige any Finance Party to do anything,<br>and paragraph (a)(iii) above shall not oblige any other Party to do<br>anything, which would or might in its reasonable opinion constitute a<br>breach of:<br>(i) any law or regulation;<br>(ii) any fiduciary duty; or<br>(iii) any duty of confidentiality.<br>(d) If a Party fails to confirm whether or not it is a FATCA Exempt Party or<br>to supply forms, documentation or other information requested in<br>accordance with paragraph (a)(i) or (ii) above (including, for the<br>avoidance of doubt, where paragraph (c) above applies), then such Party
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100<br>#4853-4198-8303<br>shall be treated for the purposes of the Finance Documents (and<br>payments under them) as if it is not a FATCA Exempt Party until such<br>time as the Party in question provides the requested confirmation, forms,<br>documentation or other information.<br>14.9 FATCA Deduction<br>(a) Each Party may make any FATCA Deduction it is required to make by<br>FATCA, and any payment required in connection with that FATCA<br>Deduction, and no Party shall be required to increase any payment in<br>respect of which it makes such a FATCA Deduction or otherwise<br>compensate the recipient of the payment for that FATCA Deduction.<br>(b) Each Party shall promptly, upon becoming aware that it must make a<br>FATCA Deduction (or that there is any change in the rate or the basis of<br>such FATCA Deduction), notify the Party to whom it is making the<br>payment and, in addition, shall notify the Company and the Agent and<br>the Agent shall notify the other Finance Parties.<br>15. INCREASED COSTS<br>15.1 Increased costs<br>(a) Subject to Clause 15.3 (Exceptions) the Company shall, within three (3)<br>Business Days of a demand by the Agent pay for the account of a<br>Finance Party the amount of any Increased Costs incurred by that<br>Finance Party or any of its Affiliates as a result of:<br>(i) the introduction of or any change in (or in the interpretation,<br>administration or application of) any law or regulation after the<br>date of this Agreement; or<br>(ii) compliance with any law or regulation made after the date of this<br>Agreement,<br>other than as addressed in sub-paragraph (iii) below; or<br>(iii) the implementation, application or compliance with Basel III or<br>CRD IV (Basel III/CRD IV Increased Costs) provided that any<br>Basel III/CRD IV Increased Costs may be claimed only if and to<br>the extent that the regulatory information required to calculate<br>the relevant Basel III/CRD IV Increased Costs with sufficient<br>certainty was not available to banks in general on the date of this<br>Agreement.
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101<br>#4853-4198-8303<br>(b) In this Agreement:<br>(i) Basel III means:<br>(A) the agreements on capital requirements, a leverage ratio<br>and liquidity standards contained in "Basel III: A global<br>regulatory framework for more resilient banks and<br>banking systems", "Basel III: International framework<br>for liquidity risk measurement, standards and<br>monitoring" and "Guidance for national authorities<br>operating the countercyclical capital buffer" published by<br>the Basel Committee on Banking Supervision in<br>December 2010, each as amended, supplemented or<br>restated;<br>(B) the rules for global systemically important banks<br>contained in "Global systemically important banks:<br>assessment methodology and the additional loss<br>absorbency requirement – Rules text" published by the<br>Basel Committee on Banking Supervision in November<br>2011, as amended, supplemented or restated; and<br>(C) any further guidance or standards published by the Basel<br>Committee on Banking Supervision relating to "Basel<br>III";<br>(ii) CRD IV means:<br>(A) Regulation (EU) No. 575/2013 of the European<br>Parliament and of the Council of 26 June 2013 on<br>prudential requirements for credit institutions and<br>investment firms and amending Regulation (EU) No.<br>648/2012, as published in the amended version<br>(Corrigendum) in the Official Journal of the European<br>Union L 321/6 on 30 November 2013; and<br>(B) Directive 2013/36/EU of the European Parliament and of<br>the Council of 26 June 2013 on access to the activity of<br>credit institutions and the prudential supervision of credit<br>institutions and investment firms, amending Directive<br>2002/87/EC and repealing Directives 2006/48/EC and<br>2006/49/EC; and<br>(iii) Increased Costs means:<br>(A) a reduction in the rate of return from the Facility or on a<br>Finance Party's (or its Affiliate's) overall capital;
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102<br>#4853-4198-8303<br>(B) an additional or increased cost; or<br>(C) a reduction of any amount due and payable under any<br>Finance Document,<br>which is incurred or suffered by a Finance Party or any of its<br>Affiliates to the extent that it is attributable to that Finance Party<br>having entered into its Commitment or an Ancillary<br>Commitment or funding or performing its obligations under any<br>Finance Document.<br>15.2 Increased cost claims<br>(a) A Finance Party intending to make a claim pursuant to Clause 15.1<br>(Increased costs) shall notify the Agent of the event giving rise to the<br>claim, following which the Agent shall promptly notify the Company.<br>(b) Each Finance Party shall, as soon as practicable after a demand by the<br>Agent, provide a certificate confirming the amount of its Increased<br>Costs, setting out in reasonable detail the background with a brief<br>calculation (but without requiring any such Finance Party to disclose any<br>confidential or proprietary information in relation to the organisation of<br>its affairs or any business secrets).<br>(c) A Finance Party may not claim any Increased Costs if such Finance<br>Party has become of aware of the Increased Costs more than 180 days<br>prior to the date on which the relevant notice is given by that Finance<br>Party to the Agent pursuant to paragraph (a).<br>15.3 Exceptions<br>(a) Clause 15.1 (Increased costs) does not apply to the extent any Increased<br>Cost is:<br>(i) attributable to a Tax Deduction required by law to be made by<br>an Obligor;<br>(ii) attributable to a FATCA Deduction required to be made by a<br>Party;<br>(iii) compensated for by Clause 14.3 (Tax indemnity) (or would have<br>been compensated for under Clause 14.3 (Tax indemnity) but<br>was not so compensated solely because any of the exclusions in<br>paragraph (b) of Clause 14.3 (Tax indemnity) applied);<br>(iv) attributable to the implementation or application of or<br>compliance with the "International Convergence of Capital<br>Measurement and Capital Standards, a Revised Framework"
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103<br>#4853-4198-8303<br>published by the Basel Committee on Banking Supervision in<br>June 2004 in the form existing on the date of this Agreement (but<br>excluding any amendment arising out of Basel III) (Basel II) or<br>any other law or regulation which implements Basel II, whether<br>such implementation, application or compliance is by a<br>government, regulator, Finance Party or any of its Affiliates; or<br>(v) attributable to the wilful (vorsätzlich) breach by the relevant<br>Finance Party or its Affiliates of any law or regulation.<br>(b) In this Clause 15.3, a reference to a Tax Deduction has the same<br>meaning given to that term in Clause 14.1 (Definitions).<br>16. OTHER INDEMNITIES<br>16.1 Currency indemnity<br>(a) If any sum due from an Obligor under the Finance Documents (a Sum),<br>or any order, judgment or award given or made in relation to a Sum, has<br>to be converted from the currency (the First Currency) in which that<br>Sum is payable into another currency (the Second Currency) for the<br>purpose of:<br>(i) making or filing a claim or proof against that Obligor;<br>(ii) obtaining or enforcing an order, judgment or award in relation to<br>any litigation or arbitration proceedings,<br>that Obligor shall as an independent obligation, within three (3) Business<br>Days of demand, indemnify each Finance Party to whom that Sum is<br>due against any cost, loss or liability arising out of or as a result of the<br>conversion including any discrepancy between (A) the rate of exchange<br>used to convert that Sum from the First Currency into the Second<br>Currency and (B) the rate or rates of exchange available to that person<br>at the time of its receipt of that Sum.<br>(b) Each Obligor waives any right it may have in any jurisdiction to pay any<br>amount under the Finance Documents in a currency or currency unit<br>other than that in which it is expressed to be payable.<br>16.2 Other indemnities<br>The Company shall (or shall procure that an Obligor will), within three (3)<br>Business Days of demand, indemnify each Finance Party against any cost, loss<br>or liability incurred by that Finance Party as a result of:<br>(a) the occurrence of any Event of Default;
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104<br>#4853-4198-8303<br>(b) a failure by an Obligor to pay any amount due under a Finance<br>Document on its due date, including without limitation, any cost, loss or<br>liability arising as a result of Clause 28 (Sharing among the Finance<br>Parties);<br>(c) funding, or making arrangements to fund, its participation in a Loan<br>requested by a Borrower in a Utilisation Request but not made by reason<br>of the operation of any one or more of the provisions of this Agreement<br>(other than by reason of default or negligence by that Finance Party<br>alone); or<br>(d) a Loan (or part of a Loan) not being prepaid in accordance with a notice<br>of prepayment given by a Borrower or the Company.<br>16.3 Indemnity to the Agent<br>The Company shall promptly indemnify the Agent against any cost, loss or<br>liability incurred by the Agent (acting reasonably) as a result of:<br>(a) investigating any event which it reasonably believes is a Default;<br>(b) acting or relying on any notice, request or instruction which it reasonably<br>believes to be genuine, correct and appropriately authorised; or<br>(c) instructing lawyers, accountants, tax advisers, surveyors or other<br>professional advisers or experts as permitted under this Agreement.<br>17. MITIGATION BY THE LENDERS<br>17.1 Mitigation<br>(a) Each Finance Party shall, in consultation with the Company, take all<br>reasonable steps to mitigate any circumstances which arise and which<br>would result in any amount becoming payable under or pursuant to, or<br>cancelled pursuant to, any of Clause 9.1 (Illegality), Clause 14 (Tax<br>gross-up and indemnities), Clause 15 (Increased costs) or any amount<br>payable to any Finance Party by the German Borrower under a Finance<br>Document not being (or, at the time the relevant corporate income tax is<br>calculated, not being) treated as a deductible charge or expense for<br>German Tax purposes for the German Borrower by reason of that<br>amount being paid, owed or accrued to a German Non-Cooperative<br>Jurisdiction Finance Party including (but not limited to) transferring its<br>rights and obligations under the Finance Documents to another Affiliate<br>or Facility Office.<br>(b) Each Finance Party shall, in consultation with the French Guarantors,<br>take all reasonable steps to mitigate any circumstances which arise and<br>which would result in any amount payable under a Finance Document
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105<br>#4853-4198-8303<br>by a French Guarantor becoming not deductible from that Guarantor's<br>taxable income for French Tax purposes by reason of that amount being<br>(i) paid or accrued to a Finance Party incorporated, domiciled,<br>established or acting through a Facility Office situated in a French Non-Cooperative Jurisdiction or (ii) paid to an account opened in the name<br>of or for the benefit of that Finance Party on a financial institution<br>situated in a French Non-Cooperative Jurisdiction, including (but not<br>limited to) transferring its rights and/or obligations under the Finance<br>Documents to another Affiliate or changing its Facility Office.<br>(c) Paragraph (a) and (b) above does not in any way limit the obligations of<br>any Obligor under the Finance Documents.<br>17.2 Limitation of liability<br>(a) The Company shall promptly indemnify each Finance Party for all costs<br>and expenses reasonably incurred by that Finance Party as a result of<br>steps taken by it under Clause 17.1 (Mitigation).<br>(b) A Finance Party is not obliged to take any steps under Clause 17.1<br>(Mitigation) if, in the opinion of that Finance Party (acting reasonably),<br>to do so might be prejudicial to it.<br>18. COSTS AND EXPENSES<br>18.1 Transaction expenses<br>The Company shall promptly on demand pay the Agent and the Arranger the<br>amount of all costs and expenses (including external legal fees subject to any<br>pre-agreed maximum amounts) reasonably incurred by any of them in<br>connection with the negotiation, preparation, printing, execution, syndication<br>and perfection of:<br>(a) this Agreement and any other documents referred to in this Agreement,<br>including, but not limited to, the Guarantee and Security Trust<br>Agreement and the Transaction Security Documents; and<br>(b) any other Finance Documents (other than Ancillary Documents in<br>respect of which costs and expenses shall be agreed bilaterally between<br>the Company and/or the relevant borrower and the relevant Ancillary<br>Lender) executed after the date of this Agreement.<br>18.2 Amendment costs<br>If:<br>(a) an Obligor requests an amendment, waiver or consent; or
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106<br>#4853-4198-8303<br>(b) an amendment is required pursuant to Clause 29.10 (Change of<br>currency),<br>the Company shall, promptly on demand, reimburse the Agent for the amount<br>of all costs and expenses (including legal fees) reasonably incurred by the Agent<br>in responding to, evaluating, negotiating or complying with that request or<br>requirement (subject to pre-agreed maximum amounts, if any).<br>18.3 Enforcement and preservation costs<br>The Company shall, promptly on demand, pay to each Finance Party the amount<br>of all costs and expenses (including legal fees) incurred by that Finance Party<br>in connection with the enforcement of, or the preservation of any rights under,<br>any Finance Document.
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107<br>#4853-4198-8303<br>SECTION 8<br>REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT<br>19. REPRESENTATIONS<br>Each Obligor makes the representations and warranties set out in this Clause 19<br>to each Finance Party on the date of this Agreement.<br>19.1 Status<br>(a) It is a corporation, limited liability company, a stock corporation<br>(including societas Europaea) or partnership with limited liability, duly<br>incorporated or, in the case of a partnership, established and validly<br>existing and in good standing under the law of its jurisdiction of<br>incorporation.<br>(b) It and each of its Subsidiaries has the power to own its assets and carry<br>on its business as it is being conducted.<br>19.2 Binding obligations<br>The obligations expressed to be assumed by it in each Finance Document to<br>which it is a party are, subject to the Legal Reservations, legal, valid, binding<br>and enforceable obligations.<br>19.3 Non-conflict with other obligations<br>The entry into and performance by it of, and the transactions contemplated by,<br>the Finance Documents do not and will not conflict with:<br>(a) any law or regulation applicable to it;<br>(b) its or any of its Subsidiaries' constitutional documents; or<br>(c) any agreement or instrument binding upon it or any of its Subsidiaries<br>or any of its or any of its Subsidiaries' assets to an extent or in a manner<br>which would have a Material Adverse Effect.<br>19.4 Power and authority<br>It has the power to enter into, perform and deliver, and has taken all necessary<br>action to authorise its entry into, performance and delivery of, the Finance<br>Documents to which it is a party and the transactions contemplated by those<br>Finance Documents.
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108<br>#4853-4198-8303<br>19.5 Validity and admissibility in evidence<br>Subject to the Legal Reservations, all Authorisations required by it:<br>(a) to enable it lawfully to enter into, exercise its rights and comply with its<br>obligations in and the validity and enforceability of, and the transactions<br>contemplated by, the Finance Documents to which it is a party; and<br>(b) to make the Finance Documents to which it is a party admissible in<br>evidence in its jurisdiction of incorporation,<br>have been obtained or effected (as applicable) and are in full force and effect<br>(or, in each case, will be as and when required).<br>19.6 Insolvency<br>(a) No:<br>(i) corporate action, legal proceeding or other procedure or step<br>described in Clause 23.7 (Insolvency proceedings); or<br>(ii) creditors' process described in Clause 23.8 (Creditors' process),<br>has been taken or, to the knowledge of the Company, threatened in<br>relation to an Obligor or Material Subsidiary.<br>(b) None of the circumstances set out in either (i) Articles 2446 and 2447,<br>or (ii) Articles 2482-bis and 2482-ter of the Italian Civil Code have<br>arisen in respect to any Italian Obligor.<br>19.7 Governing law and enforcement<br>(a) Subject to the Legal Reservations, the choice of governing law of the<br>Finance Documents will be recognised and enforced in its jurisdiction<br>of incorporation or establishment.<br>(b) Any judgment obtained in relation to a Finance Document in the<br>jurisdiction of the governing law of that Finance Document will be<br>recognised and enforced in its jurisdiction of incorporation or<br>establishment.<br>19.8 Deduction of Tax<br>It is not required to make any Tax Deduction (as defined in Clause 14.1.<br>(Definitions)) from any payment (other than a FATCA Deduction) it may make<br>under any Finance Document to a Lender which is a Qualifying Lender, unless<br>such payment is made to a German Non-Cooperative Jurisdiction Finance Party.
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109<br>#4853-4198-8303<br>19.9 No filing or stamp taxes<br>Under the law of its jurisdiction of incorporation or establishment it is not<br>necessary that the Finance Documents be filed, recorded or enrolled with any<br>court or other authority in that jurisdiction or that any stamp, registration or<br>similar Tax be paid on or in relation to the Finance Documents or the<br>transactions contemplated by the Finance Documents.<br>19.10 No default<br>(a) No Event of Default is continuing or would result from the making of<br>any Utilisation.<br>(b) No other event or circumstance is outstanding which constitutes (or,<br>with the expiry of a grace period, the giving of notice, the making of any<br>determination or any combination of any of the foregoing, would<br>constitute) a default or termination event (however described) under any<br>other agreement or instrument which is binding on it or any of its<br>Subsidiaries or to which its (or any of its Subsidiaries') assets are subject<br>which has or is reasonably likely to have a Material Adverse Effect.<br>19.11 No misleading information<br>(a) Any written factual information provided by any member of the Group<br>to the Lenders prior to the date of this Agreement for the purposes of<br>this Agreement (the Information Package) was true and accurate in all<br>material respects as at the date it was provided or as at the date (if any)<br>at which it is stated.<br>(b) Nothing has occurred or been omitted from the Information Package and<br>no information has been given or withheld that results in the information<br>referred to in paragraph (a) of this Clause 19.11 being untrue or<br>misleading in any material respect.<br>19.12 Financial statements<br>(a) The Original Financial Statements of the Company and the audited (if<br>available or required by law) financial statements of any other Obligor<br>most recently delivered to the Agent have been prepared in accordance<br>with GAAP consistently applied and fairly present its respective<br>financial condition at the end of the relevant financial year and its results<br>of operations during the relevant financial year (consolidated in the case<br>of the Company's audited consolidated financial statements).<br>(b) There has been no material adverse change in its business or financial<br>condition (or the business or consolidated financial condition of the<br>Group, in the case of the Company) since 31 December 2023.
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110<br>#4853-4198-8303<br>19.13 Pari passu ranking<br>Its payment obligations under the Finance Documents rank at least pari passu<br>with the claims of all its other unsecured and unsubordinated creditors, except<br>for obligations mandatorily preferred by law applying to companies generally.<br>19.14 No proceedings pending or threatened<br>No litigation, arbitration or administrative proceedings of or before any court,<br>arbitral body or agency (to its knowledge) has or have been started or credibly<br>threatened in writing against it or any of its Subsidiaries which is reasonably<br>likely to be adversely determined and, if so determined, would have a Material<br>Adverse Effect.<br>19.15 Intellectual property<br>It and each of its Subsidiaries:<br>(a) is the sole legal and beneficial owner of or has licensed to it all the<br>Intellectual Property which is material in the context of its business and<br>which is required by it in order to carry on its business as it is being<br>currently conducted;<br>(b) to its best knowledge and belief (after having made reasonable enquiries)<br>does not, in carrying on its businesses, infringe any Intellectual Property<br>of any third party in any respect; and<br>(c) has taken all formal or procedural actions (including payment of fees)<br>required to maintain any material Intellectual Property owned by it, to<br>the extent that, in each case, any such statement being false has or would<br>be reasonably likely to have a Material Adverse Effect.<br>19.16 Sanctions, anti-corruption, anti-bribery and anti-money laundering<br>(a) Each Obligor has implemented and maintains policies and procedures to<br>ensure compliance with applicable Sanctions, Anti-Bribery and<br>Corruption Laws and Anti-Money Laundering Laws and, it and its<br>Subsidiaries, and to its best knowledge, its respective directors and<br>officers are in compliance with such laws.<br>(b) Each Obligor and each Subsidiary of the Company is not a Sanctions<br>Restricted Person.<br>(c) To the best of its knowledge, the respective directors and officers of each<br>Obligor is not a Sanctions Restricted Person.
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111<br>#4853-4198-8303<br>(d) Each Obligor and to its best knowledge its respective directors and<br>officers:<br>(i) has not or have not received notice of, or is otherwise aware of,<br>any claim, action, suit, proceedings or investigation involving it<br>with respect to any Sanctions; and<br>(ii) to its best knowledge has not or have not engaged in any activity<br>or conduct which would violate any applicable Anti-Bribery and<br>Corruption Laws.<br>(e) With respect to any Obligor, nothing in this Clause 19.16 shall create or<br>establish an obligation or right for any such member of the Group to the<br>extent that, by agreeing to it, compliance with it, exercising it, having<br>such obligation or right, or otherwise, it would be placed in violation of<br>any law applicable to it, in particular, in relation to any member of the<br>Group incorporated in Germany, any laws relating to foreign trades<br>(Außenwirtschaft) (including without limitation section 7 of the German<br>Foreign Trade and Payments Ordinance (AWV)<br>(Außenwirtschaftsverordnung) in connection with sections 4, 19 (3)<br>no. 1 (a) of the German Foreign Trade and Payments Act<br>(Außenwirtschaftsgesetz) and section 81 (1) no. 1 of the German Foreign<br>Trade and Payments Ordinance or the provisions of EU Regulation (EC)<br>2271/96 or any other anti-boycott rule (as amended) and this<br>Clause 19.16 shall be so limited and shall not apply to that extent.<br>(f) This Clause 19.16 shall only apply for the benefit of a Finance Party if<br>and to the extent that the receipt and acceptance by that Finance Party of<br>representations and warranties (including by exercising any rights on the<br>grounds of a breach of or with respect to any request thereunder) in this<br>Clause 19.16 would not result in any violation of, conflict with or<br>liability under (i) the provisions of EU Regulation (EC) 2271/96 or (ii)<br>section 7 of the German Foreign Trade and Payments Ordinance (AWV)<br>(Außenwirtschaftsverordnung) in connection with sections 4, 19 (3)<br>no. 1 (a) of the German Foreign Trade and Payments Act<br>(Außenwirtschaftsgesetz) and section 81 (1) no. 1 of the German Foreign<br>Trade and Payments Ordinance or (iii) any other anti-boycott rule, (each<br>as amended). In connection with any amendment, waiver, determination<br>or direction relating to any part of this Clause 19.16 of which a Finance<br>Party does not have the benefit, the Commitments of that Finance Party<br>will be excluded for the purpose of determining whether the consent of<br>the Majority Lenders has been obtained or whether the determination or<br>direction by the Majority Lenders has been made.
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112<br>#4853-4198-8303<br>19.17 Margin Stock<br>(a) No Obligor is engaged or will engage, principally or as one of its<br>important activities, in the business of extending credit for the purpose,<br>whether immediate, incidental or ultimate, of purchasing or carrying<br>Margin Stock, or extending credit for the purpose of purchasing or<br>carrying Margin Stock.<br>(b) No part of the proceeds of any Advance or other extension of credit<br>hereunder will be used to purchase or carry any Margin Stock.<br>(c) Following the application of the proceeds of any Advance or other<br>extension of credit hereunder, not more than 25% of the value (as<br>determined by any reasonable method) of the assets (either of any<br>Obligor only or of the Group on a consolidated basis) will be Margin<br>Stock.<br>19.18 Certain US Laws<br>No Obligor is an “investment company” as defined in the US Investment<br>Company Act of 1940 that is required to register as such thereunder.<br>19.19 ERISA<br>(a) Each Plan (other than a Multiemployer Plan) is in compliance with its<br>terms and with all applicable provisions and requirements of the Code,<br>ERISA and other applicable laws except where any failure to comply<br>would not reasonably be expected to, individually or taken together with<br>any other such failures, result in a Material Adverse Effect.<br>(b) No ERISA Event has occurred during the six (6) years immediately<br>preceding the date of this Agreement, is continuing or is reasonably<br>expected to occur, except to the extent that any liability associated<br>therewith, individually or taken together with any other ERISA Event,<br>would not reasonably be expected to have a Material Adverse Effect.<br>19.20 Repetition<br>(a) The Repeating Representations shall be made by the Company on its<br>own behalf and on behalf of the other Obligors (under a power of<br>attorney (Vollmacht) granted to it by the Obligors pursuant to paragraph<br>(b) below) by reference to the facts and circumstances then existing:<br>(i) on the date of each Utilisation Request (other than for a Rollover<br>Loan);
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113<br>#4853-4198-8303<br>(ii) in relation to each Accordion Increase Request made pursuant to<br>Clause 2.3 (Increase - Accordion Option), on the date of such<br>Accordion Increase Request;<br>(iii) in relation to any First Anniversary Extension Request and<br>Second Anniversary Extension Request on the date of such First<br>Anniversary Extension Request and Second Anniversary<br>Extension Request, respectively; and<br>(iv) by an Additional Obligor on the day on which the company<br>becomes (or it is proposed that the company becomes) an<br>Additional Obligor.<br>In addition the Repeating Representations shall be deemed to be made<br>by each Obligor by reference to the facts and circumstances then existing<br>on the Utilisation Date and the first day of each Interest Period.<br>(b) Each Obligor (other than the Company) hereby empowers<br>(bevollmächtigt) the Company to make the Repeating Representations<br>on its behalf as its attorney (Stellvertreter). Each Obligor (other than the<br>Company) hereby exempts the Company from the restrictions pursuant<br>to section 181 of the German Civil Code (Bürgerliches Gesetzbuch) for<br>the purpose of making the Repeating Representations on its behalf as<br>attorney (Stellvertreter).<br>20. INFORMATION UNDERTAKINGS<br>The undertakings in this Clause 20 remain in force from the date of this<br>Agreement for so long as any amount is outstanding under the Finance<br>Documents, or any Commitment is in force.<br>20.1 Financial statements<br>The Company shall supply to the Agent in sufficient copies for all the Lenders<br>(unless made available on the Company's corporate website or any other website<br>and, in each case, notified to the Agent) as soon as the same become available,<br>but in any event:<br>(a)<br>(i) within 150 days after the end of each of its financial years, its<br>audited unconsolidated financial statements and its audited<br>consolidated financial statements for that financial year;<br>(ii) within 150 days after the end of each of its financial years, IFRS<br>unaudited group reporting of each other Obligor (other than the<br>Company) for that financial year; and
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114<br>#4853-4198-8303<br>(iii) within 240 days after the end of each Obligor's (other than the<br>Company) financial years (to the extent either prepared or<br>required by law to be prepared) each such Obligor's audited (if<br>available or required by law) unconsolidated financial<br>statements;<br>(b) within 60 days after the end of each first, second and third financial<br>quarter of each of its financial years, its unaudited consolidated quarterly<br>financial statements for that financial quarter.<br>20.2 Compliance Certificate and Material Subsidiaries list<br>(a) The Company shall supply to the Agent, with each set of financial<br>statements delivered pursuant to Clause 20.1 (Financial statements), a<br>Compliance Certificate setting out (in reasonable detail) computations<br>as to compliance with Clause 21 (Financial covenant) as at the date as<br>at which those financial statements were drawn up.<br>(b) Each Compliance Certificate shall be signed by one authorised signatory<br>of the Company who has sole power of representation<br>(Einzelvertretungsmacht) or by two authorised signatories of the<br>Company who have joint power of representation<br>(Gesamtvertretungsmacht) and, if required to be delivered with the<br>annual financial statements of the Company delivered pursuant to<br>paragraph (a)(i) of Clause 20.1 (Financial Statements), shall be reported<br>on by the Company's auditor with customary scope and form, in each<br>case setting out computations in reasonable detail as to compliance with<br>the financial covenant.<br>(c) The Company shall supply to the Agent, with each set of annual<br>financial statements delivered pursuant to paragraph (a) of Clause 20.1<br>(Financial statements), a list of its Material Subsidiaries as at the date as<br>at which those financial statements were drawn up.<br>20.3 Requirements as to financial statements<br>(a) The Company must ensure that each set of financial statements delivered<br>under this Agreement gives (if audited) a true and fair view of, or (if<br>unaudited) fairly presents, the financial condition (consolidated or<br>otherwise) of the relevant person as at the date as at which those<br>financial statements were drawn up, and is, in each case, certified by a<br>director of the relevant company to this effect.<br>(b) The Company shall procure that each set of its consolidated financial<br>statements delivered pursuant to Clause 20.1 (Financial statements) is<br>prepared using GAAP, accounting practices and financial reference<br>periods consistent with those applied in the preparation of the
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115<br>#4853-4198-8303<br>Company's audited consolidated Original Financial Statements, unless,<br>in relation to any set of its consolidated financial statements delivered<br>pursuant to Clause 20.1 (Financial statements) either:<br>(A) the relevant change in GAAP, accounting practices or<br>reference periods has no impact on the calculation of the<br>ratio referred to in Clause 21.2 (Financial condition); or<br>(B) the Company notifies the Agent that there has been a<br>change in GAAP, the accounting practices or reference<br>periods and its auditors deliver to the Agent a statement<br>(a Reconciliation Statement) containing:<br>(1) a full description of any change necessary for<br>those financial statements to reflect the GAAP,<br>accounting practices and reference periods upon<br>which the Company's Original Financial<br>Statements were prepared; and<br>(2) sufficient information, in form and substance as<br>may be reasonably required by the Agent, to<br>enable the Lenders to determine whether<br>Clause 21 (Financial Covenant) has been<br>complied with and make an accurate comparison<br>between the financial position shown by the set<br>of financial statements prepared on the changed<br>basis and the Company's Original Financial<br>Statements.<br>(c) If the Company notifies the Agent of a change in accordance with<br>paragraph (b)(B) above, then the Company and the Agent (acting on the<br>instructions of the Majority Lenders) shall enter into negotiations in<br>good faith with a view to agreeing:<br>(i) whether or not that change might result in any alteration in the<br>commercial effect of any of the terms of this Agreement; and<br>(ii) where the Company and the Agent consider that such change<br>may result in any alteration in the commercial effect of any of<br>the terms of this Agreement, any amendments to this Agreement<br>which may be necessary to ensure that such change does not<br>result in either the Finance Parties or the Obligors being in a<br>worse position in relation to the determination of their respective<br>rights and obligations under Clause 21.2 (Financial covenant)<br>than if that change had not been made,
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116<br>#4853-4198-8303<br>and if any amendments are agreed, they shall take effect and be binding<br>on each of the Parties in accordance with their terms.<br>(d) If no agreement is reached on the required amendments to this<br>Agreement within 30 days of a notice being delivered in accordance with<br>paragraph (b)(B) above (or such later date as the Agent (acting on the<br>instructions of the Majority Lenders) and the Company may agree), the<br>Company shall ensure that each set of its consolidated financial<br>statements delivered pursuant to Clause 20.1 (Financial statements) is<br>accompanied by a Reconciliation Statement.<br>(e) Unless amendments to this Agreement have been agreed in accordance<br>with paragraph (c) above, any reference in this Agreement to<br>consolidated financial statements in respect of which the Company has<br>notified a change in accordance with paragraph (b)(B) above will be<br>construed as a reference to those financial statements as adjusted to<br>reflect the basis on which the Company's Original Financial Statements<br>were prepared.<br>20.4 Consolidated plans<br>The Company shall supply to the Agent in sufficient copies for all the Lenders<br>within 60 days after the end of each financial year, its consolidated plan for the<br>current financial year and the then following two financial years (comprising of<br>on a consolidated basis (i) the profit and loss statement, (ii) balance sheet and<br>(iii) cash flow statement of the Company).<br>20.5 Information: miscellaneous<br>The Company shall supply to the Agent (in sufficient copies for all the Lenders,<br>if the Agent (acting reasonably) so requests):<br>(a) all documents dispatched by the Company to its creditors generally<br>substantially at the same time as they are dispatched;<br>(b) promptly upon becoming aware of them (in each case subject to any<br>confidentiality, regulatory or other restrictions in respect of the supply<br>of such information), the details of any litigation, arbitration or<br>administrative proceedings which are current, or, to the Company's<br>knowledge, credibly threatened in writing or pending against any<br>member of the Group and which are reasonably likely to be adversely<br>determined and, if adversely determined, are reasonably likely to have a<br>Material Adverse Effect, and the details of any judgement or order of<br>court, arbitral body or agency which is made against any member of the<br>Group and which is reasonably likely to have a Material Adverse Effect;
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117<br>#4853-4198-8303<br>(c) promptly such further information as may be required by applicable<br>banking supervisory laws and regulations; and<br>(d) promptly, such further information regarding the financial condition,<br>business and operations of any member of the Group as any Finance<br>Party (through the Agent) may reasonably request (subject to any<br>confidentiality, regulatory or other restrictions in respect of the supply<br>of such information).<br>20.6 Notification of default<br>(a) Each Obligor shall notify the Agent of any Default (and the steps, if any,<br>being taken to remedy it) promptly upon becoming aware of its<br>occurrence (unless that Obligor is aware that a notification has already<br>been provided by another Obligor)<br>(b) Promptly upon a request by the Agent, the Company shall supply to the<br>Agent a certificate signed by a director with sole power of representation<br>(Einzelvertretungsmacht) or by two directors who have joint power of<br>representation (Gesamtvertretungsmacht) or two senior officers on its<br>behalf certifying that no Default is continuing (or if a Default is<br>continuing, specifying the Default and the steps, if any, being taken to<br>remedy it).<br>20.7 Use of websites<br>(a) The Company may satisfy its obligation under this Agreement to deliver<br>any information in relation to those Lenders (the Website Lenders) who<br>accept this method of communication by posting this information onto<br>an electronic website designated by the Company and the Agent<br>(the Designated Website) if:<br>(i) the Agent expressly agrees (after consultation with each of the<br>Lenders) that it will accept communication of the information by<br>this method;<br>(ii) both the Company and the Agent are aware of the address of and<br>any relevant password specifications for the Designated<br>Website; and<br>(iii) the information is in a format previously agreed between the<br>Company and the Agent.<br>If any Lender (a Paper Form Lender) does not agree to the delivery of<br>information electronically then the Agent shall notify the Company<br>accordingly and the Company shall supply the information to the Agent<br>(in sufficient copies for each Paper Form Lender) in paper form. Upon
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118<br>#4853-4198-8303<br>the Agent's request, the Company shall supply the Agent with at least<br>one copy in paper form of any information required to be provided by it.<br>(b) The Agent shall supply each Website Lender with the address of and any<br>relevant password specifications for the Designated Website following<br>designation of that website by the Company and the Agent.<br>(c) The Company shall promptly upon becoming aware of its occurrence<br>notify the Agent if:<br>(i) the Designated Website cannot be accessed due to technical<br>failure;<br>(ii) the password specifications for the Designated Website change;<br>(iii) any new information which is required to be provided under this<br>Agreement is posted onto the Designated Website;<br>(iv) any existing information which has been provided under this<br>Agreement and posted onto the Designated Website is amended;<br>or<br>(v) the Company becomes aware that the Designated Website or any<br>information posted onto the Designated Website is or has been<br>infected by any electronic virus or similar software.<br>If the Company notifies the Agent under paragraph (c)(i) or paragraph<br>(c)(v) above, all information to be provided by the Company under this<br>Agreement after the date of that notice shall be supplied in paper form<br>unless and until the Agent and each Website Lender is satisfied that the<br>circumstances giving rise to the notification are no longer continuing.<br>(d) Any Website Lender may request, through the Agent, one paper copy of<br>any information required to be provided under this Agreement which is<br>posted onto the Designated Website. The Company shall comply with<br>any such request within ten (10) Business Days.<br>20.8 "Know your customer" checks<br>(a) If:<br>(i) the introduction of or any change in (or in the interpretation,<br>administration or application of) any law or regulation made<br>after the date of this Agreement;<br>(ii) any change in the status of an Obligor (or of a Holding Company<br>of an Obligor) after the date of this Agreement, including for the<br>avoidance of doubt any change of the legal form of the<br>Company; or
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119<br>#4853-4198-8303<br>(iii) a proposed assignment or assignment and transfer by way of<br>assumption of contract (Vertragsübernahme) by a Lender of any<br>of its rights and obligations under this Agreement to a party that<br>is not a Lender prior to such assignment or assignment and<br>transfer by way of assumption of contract (Vertragsübernahme),<br>obliges the Agent or any Lender (or, in the case of paragraph (iii) above,<br>any prospective new Lender) to comply with "know your customer" or<br>similar identification procedures in circumstances where the necessary<br>information is not already available to it, each Obligor shall promptly<br>upon the request of the Agent or any Lender supply, or procure the<br>supply of, such documentation and other evidence as is reasonably<br>requested by the Agent (for itself or on behalf of any Lender) or any<br>Lender (for itself or, in the case of the event described in paragraph (iii)<br>above, on behalf of any prospective new Lender) in order for the Agent,<br>such Lender or, in the case of the event described in paragraph (iii)<br>above, any prospective new Lender to carry out and be satisfied it has<br>complied with all necessary "know your customer" or other similar<br>checks under all applicable laws and regulations pursuant to the<br>transactions contemplated in the Finance Documents.<br>(b) Each Lender shall promptly upon the request of the Agent supply, or<br>procure the supply of, such documentation and other evidence as is<br>reasonably requested by the Agent (for itself) in order for the Agent to<br>carry out and be satisfied it has complied with all necessary "know your<br>customer" or other similar checks under all applicable laws and<br>regulations pursuant to the transactions contemplated in the Finance<br>Documents.<br>(c) The Company shall, by not less than ten (10) Business Days' prior<br>written notice to the Agent, notify the Agent (which shall promptly<br>notify the Lenders) of its intention to request that one of its Subsidiaries<br>becomes an Additional Borrower or Additional Guarantor pursuant to<br>Clause 25 (Changes to the Obligors).<br>(d) Following the giving of any notice pursuant to paragraph (c) above, if<br>the accession of such Additional Borrower or Additional Guarantor<br>obliges the Agent or any Lender to comply with "know your customer"<br>or similar identification procedures in circumstances where the<br>necessary information is not already available to it, the Company shall<br>promptly upon the request of the Agent or any Lender supply, or procure<br>the supply of, such documentation and other evidence as is reasonably<br>requested by the Agent (for itself or on behalf of any Lender) or any<br>Lender (for itself or on behalf of any prospective new Lender) in order<br>for the Agent or such Lender or any prospective new Lender to carry out<br>and be satisfied it has complied with all necessary "know your customer"
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120<br>#4853-4198-8303<br>or other similar checks under all applicable laws and regulations<br>pursuant to the accession of such Subsidiary to this Agreement as an<br>Additional Borrower or Additional Guarantor.<br>(e) Each Lender notifies the Borrowers that pursuant to the requirements of<br>the USA PATRIOT Act (Title III of Pub. L. 107-56), and its<br>implementing regulations, it is, or may be, required to obtain, verify and<br>record information that identifies the Borrowers, which information<br>includes the name and address of the Borrower and other information<br>that will allow such Lender to identify the Borrower in accordance with<br>the provisions of that act.<br>21. FINANCIAL COVENANT<br>21.1 Definitions and interpretation<br>(a) In this Agreement:<br>Adjusted EBITDA means (according to the annual financial statements<br>delivered pursuant to paragraph (a)(i) of Clause 20.1 (Financial<br>Statements) and calculated as for the balance sheet date) the operating<br>income (or loss, as the case may be)<br>(i) plus depreciation of property, plant and equipment;<br>(ii) plus amortisation of intangible assets;<br>(iii) plus impairment of goodwill and intangible assets;<br>(iv) minus extraordinary income (including any exceptional, one-off<br>or non-recurring income (including changes in contingent<br>considerations according to IFRS and income from bargain<br>purchase according to IFRS));<br>(v) plus extraordinary expenses (including any exceptional, one-off<br>or non-recurring expenses (including changes in contingent<br>considerations according to IFRS, restructuring and M&A<br>transaction costs)),<br>in each case, to the extent added, deducted or taken into account, as the<br>case may be, for the purposes of determining operating profits of the<br>Group before taxation and<br>(A) as may be adjusted by the Company by including the<br>operating income (or loss, as the case may be) of any<br>member of the Group or attributable to any business or<br>asset acquired during that Relevant Period by any<br>member of the Group; and
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121<br>#4853-4198-8303<br>(B) excluding the operating income (or loss, as the case may<br>be) of any member of the Group or attributable to any<br>business or asset disposed of during that Relevant Period<br>by any member of the Group.<br>Borrowings means at the last day of any Relevant Period the aggregate<br>amount of all Financial Indebtedness, save for any indebtedness in<br>respect of:<br>(i) paragraphs (f), (h) and (i) of the definition of "Financial<br>Indebtedness", as shown in the Company's consolidated financial<br>statements for such Relevant Period; and<br>(ii) paragraph (c) of the definition of "Financial Indebtedness", if and<br>to the extent such indebtedness is (i) for or in respect of any<br>amount raised pursuant to the issue of convertible bonds and<br>(ii) shown as equity in the latest audited consolidated annual<br>financial statements of the Company delivered pursuant to<br>paragraph (a) of Clause 20.1 (Financial statements), it being<br>understood that if only part of such indebtedness is shown as<br>equity in the relevant audited consolidated annual financial<br>statements, only such portion of indebtedness shall not be treated<br>as Borrowings for the purposes of this definition.<br>Cash and Cash Equivalent Investments means at any time:<br>(i) cash in hand or on deposit with any bank, including, without<br>limitation, any amounts standing to the credit of any current<br>account and any overnight and time deposits;<br>(ii) any investment in money market funds according to the most<br>recent investment policy of the Company as per the balance sheet<br>position in the relevant annual financial statements of the<br>Company delivered pursuant to paragraph (a)(i) of Clause 20.1<br>(Financial Statements);<br>(iii) the market value of any securities which have a credit rating<br>equal to or better than BBB- or Baa3 (as applicable) according<br>to at least two Rating Agencies; and<br>(iv) any other position as per balance sheet positions ‘Cash & Cash<br>Equivalents and Investments' of the Company.<br>Leverage means, in respect of any Relevant Period, the ratio of Total<br>Net Debt on the last day of that Relevant Period to Adjusted EBITDA<br>in respect of that Relevant Period.
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122<br>#4853-4198-8303<br>Material Acquisition means any acquisition where the Total<br>Consideration for a single acquisition or for a series of related<br>acquisitions exceeds EUR 50,000,000 (or its equivalent).<br>Quarter Date means each of 31 March, 30 June, 30 September and<br>31 December.<br>Relevant Period means each period of four consecutive financial<br>quarters ending on a Quarter Date.<br>Testing Date means each Quarter Date set out in column 1 of the grid<br>set out in Clause 21.2 (Financial condition) when the Leverage is tested.<br>Total Consideration means the aggregate consideration amount for an<br>acquisition (including any acquired Financial Indebtedness remaining in<br>the acquired company, business or undertaking with respect to such<br>individual acquisition).<br>Total Net Debt means, at any time, the aggregate amount of all<br>obligations of members of the Group on a consolidated basis in respect<br>of Borrowings less Cash and Cash Equivalent Investments at that time.<br>(b) Except as provided to the contrary in this Agreement, an accounting term<br>used in this Clause 21 is to be construed in accordance with the<br>principles applied in connection with the Company's Original Financial<br>Statements.<br>(c) Any amount in a currency other than EUR is to be taken into account at<br>its EUR equivalent calculated on the basis of the relevant rates of<br>exchange used by the Company in, or in connection with, its financial<br>statements or management accounts for that period.<br>(d) No item may be credited or deducted more than once in any calculation<br>under this Clause 21.<br>(e) Any reference to Leverage in this Agreement shall be Leverage<br>calculated on the basis of the most recent Compliance Certificate, pro<br>forma for the incurrence of any relevant Financial Indebtedness, making<br>of any relevant acquisition or any other relevant action or measure.<br>21.2 Financial condition<br>Starting with the Quarter Date within the testing period set forth in column 1<br>below, the Company shall ensure that the Leverage in respect of any Relevant<br>Period shall not exceed the relevant ratio set forth in column 2 below opposite<br>that testing period:
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123<br>#4853-4198-8303<br>Column 1<br>(testing period ending on)<br>Column 2<br>(Leverage)<br>31 December 2024 3.75:1.00<br>31 March 2025 3.75:1.00<br>30 June 2025 3.75:1.00<br>30 September 2025 3.50:1.00<br>31 December 2025 3.50:1.00<br>31 March 2026 3.50:1.00<br>30 June 2026 3.50:1.00<br>30 September 2026 and each Quarter Date<br>thereafter<br>3.25:1.00<br>provided that, on not more than one occasion from the date of this Agreement,<br>Leverage shall be permitted to increase to a level of up to 4.00:1.00 (in relation<br>to any testing period ending on or prior to 30 June 2026) or, as the case may be,<br>3.75:1.00 (in relation to any testing period ending after 30 June 2026) for a<br>period, in each case, not exceeding three consecutive full financial quarters after<br>and as a consequence of the completion of one or more Material Acquisitions<br>(the M&A Spike), and further provided that (i) in case the Company has<br>exercised its extension option pursuant to Clause 3 (Extension Option), one<br>additional M&A Spike shall be available after the third anniversary of the date<br>of this Agreement and (ii) the applicable Leverage set out in the grid above shall<br>be restored on the Testing Date immediately following the last Testing Date to<br>which the M&A Spike applies, i.e., the applicable Leverage set out in the grid<br>above shall be restored for at least one Testing Date between two M&A Spikes.<br>21.3 Financial testing<br>The financial covenant set out in Clause 21.2 (Financial condition) shall be<br>tested by reference to the financial statements delivered pursuant to Clause 20.1<br>(Financial statements) and each Compliance Certificate delivered pursuant to<br>paragraph (a) of Clause 20.2 (Compliance Certificate and Material Subsidiaries<br>list) pro forma for the incurrence of any relevant Financial Indebtedness, making<br>of any relevant acquisition or any other relevant action or measure.
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124<br>#4853-4198-8303<br>22. GENERAL UNDERTAKINGS<br>The undertakings in this Clause 22 remain in force from the date of this<br>Agreement for so long as any amount is outstanding under the Finance<br>Documents or any Commitment is in force.<br>22.1 Authorisations<br>Each Obligor shall promptly obtain, comply with and do all that is necessary to<br>maintain in full force and effect any Authorisation required under any law or<br>regulation of its jurisdiction of incorporation to enable it to perform its<br>obligations under the Finance Documents and to ensure the legality, validity,<br>enforceability or admissibility in evidence in its jurisdiction of incorporation of<br>any Finance Document.<br>22.2 Compliance with laws<br>Each Obligor shall comply in all respects with all laws to which it may be<br>subject, if failure so to comply would have a Material Adverse Effect.<br>22.3 Negative pledge<br>(a) No Obligor shall (and the Company shall ensure that no other member<br>of the Group will) create or permit to subsist any Security for or in<br>respect of Financial Indebtedness over any of its assets.<br>(b) Paragraph (a) above does not apply to any Security listed below:<br>(i) any Security existing on the date of this Agreement securing<br>Financial Indebtedness (including any later refinancing of that<br>Financial Indebtedness and any renewal or retaking of such<br>Security in connection with such refinancing), provided that the<br>aggregate amount of Financial Indebtedness (including<br>commitments) secured by such Security is not increased;<br>(ii) any netting or set-off arrangement entered into by any member<br>of the Group in the ordinary course of its banking arrangements<br>for the purpose of netting debit and credit balances and any<br>Security over bank accounts entered into in connection with the<br>provision of customary clearing bank facilities, overdraft<br>facilities or cash pooling arrangements comprising more than<br>one account;<br>(iii) any Security arising by operation of law (or by an agreement<br>evidencing the same) or by order of any court or authority;
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125<br>#4853-4198-8303<br>(iv) any Security arising under customary general terms and<br>conditions (Allgemeine Geschäftsbedingungen) of banks or<br>financial institutions;<br>(v) any Security arising in the ordinary course of business and on the<br>basis of customary general business conditions and any Security<br>arising in connection with a retention of title arrangement<br>(including extended retention of title arrangements (verlängerter<br>Eigentumsvorbehalt)) in the ordinary course of business;<br>(vi) any Security provided to banks or financial institutions in the<br>ordinary course of business pursuant to or in connection with any<br>framework or master agreement relating to any derivative<br>transaction (excluding any derivative transaction entered into for<br>speculative purposes);<br>(vii) any Security over cash paid into an escrow account by any third<br>party or any member of the Group pursuant to any customary<br>deposit or retention of purchase price arrangements entered into<br>pursuant to any acquisition or disposal made by any member of<br>the Group;<br>(viii) any Security over or affecting any asset acquired by a member<br>of the Group after the date of this Agreement if:<br>(A) the Security was not created in contemplation of, or<br>since, the acquisition of that asset by a member of the<br>Group;<br>(B) the principal amount secured has not been increased in<br>contemplation of, or since, the acquisition of that asset by<br>a member of the Group; and<br>(C) the Security is removed or discharged within six (6)<br>Months of the date of acquisition of such asset;<br>(ix) any Security over or affecting any asset of any company which<br>becomes a member of the Group after the date of this Agreement,<br>where the Security is created prior to the date on which that<br>company becomes a member of the Group, if:<br>(A) the Security was not created in contemplation of the<br>acquisition of that company;<br>(B) the principal amount secured has not increased in<br>contemplation of, or since, the acquisition of that<br>company; and
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126<br>#4853-4198-8303<br>(C) the Security is removed or discharged within six (6)<br>Months of that company becoming a member of the<br>Group;<br>(x) any Security entered into pursuant to any Finance Document;<br>(xi) any Security arising under any leases, hire purchase or<br>conditional sale arrangement or arrangements having similar<br>effect over the asset which is the subject matter of the relevant<br>agreement, provided that the aggregate principal amount of<br>Financial Indebtedness secured by all Security permitted under<br>this paragraph (xi) shall not at any time exceed EUR 25,000,000<br>(or its equivalent in another currency or currencies);<br>(xii) any Security created or subsisting to secure any obligations<br>incurred in order to comply with the requirements of section 8a<br>of the German Altersteilzeitgesetz and/or section 7e of the<br>German Sozialgesetzbuch IV and/or any Security in favour of a<br>pension fund, a pension trustee or similar arrangements;<br>(xiii) the Transaction Security;<br>(xiv) any Security created with the prior consent of the Majority<br>Lenders; and<br>(xv) any other Security securing Financial Indebtedness the principal<br>amount of which does not when aggregated with the principal<br>amount of any other Financial Indebtedness which has the<br>benefit of Security given by any member of the Group (other<br>than any permitted under paragraphs (i) to (xiv) above), exceed<br>at any time one point five (1.5) per cent. of the total consolidated<br>assets of the Group.<br>22.4 Disposals<br>(a) No Obligor shall (and the Company shall ensure that no other member<br>of the Group will) enter into a single transaction or a series of<br>transactions (whether related or not) and whether voluntary or<br>involuntary to sell, lease, transfer or otherwise dispose of any asset (or<br>part thereof).<br>(b) Paragraph (a) above does not apply to any sale, lease, transfer or other<br>disposal:<br>(i) made in the ordinary course of trading of the disposing entity;<br>(ii) made by one member of the Group (the Disposing Company) to<br>any other member of the Group (the Acquiring Company), but
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127<br>#4853-4198-8303<br>if the Disposing Company is an Obligor, the Acquiring Company<br>must also be an Obligor;<br>(iii) of any asset from an Obligor to a Non-Obligor provided that the<br>aggregate amount transferred (net of the value of any assets<br>transferred from a member of the Group which is not an Obligor<br>to an Obligor) does not exceed one (1) per cent. of the total<br>consolidated assets of the Group in any financial year;<br>(iv) of receivables under non-recourse factoring of such receivables<br>the aggregate outstanding value of which does not at any time<br>exceed EUR 50,000,000 (or its equivalent in another currency or<br>currencies);<br>(v) required by any anti-trust law or legally binding anti-trust decree,<br>regulation or order by any governmental authority or agency or<br>by any other laws or orders issued by public authorities;<br>(vi) of assets in exchange for other assets comparable or superior as<br>to type, value and quality (excluding the exchange of non-cash<br>assets for cash);<br>(vii) on arm's length terms of obsolete, surplus or redundant plant,<br>machinery or equipment not required for the operation of the<br>business of the relevant member of the Group;<br>(viii) the net proceeds of which are (i) committed to be reinvested<br>within twelve (12) months and (ii) actually reinvested within<br>eighteen (18) months of receipt in other assets used for the<br>business of the Group or applied towards the refinancing or<br>repayment and cancellation of any Financial Indebtedness of any<br>member of the Group if and to the extent such Financial<br>Indebtedness is not subordinated to the claims of the Finance<br>Parties under this Agreement;<br>(ix) of any assets of a type accounted for as "financial assets"<br>(including, for the avoidance of doubt, any assets of a type<br>accounted for as Cash and Cash Equivalent Investments) in the<br>Company's consolidated Original Financial Statements or in<br>relation to any treasury transaction;<br>(x) of tax credits on arm's length terms pursuant to an arrangement<br>under which there is no recourse to any member of the Group;<br>(xi) constituted by a licence or sub-licence of Intellectual Property;<br>(xii) made with the prior written consent of the Majority Lenders; or
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128<br>#4853-4198-8303<br>(xiii) not permitted under paragraphs (i) to (xii) above, where the<br>higher of the market value or consideration receivable (when<br>aggregated with any other disposal made in reliance on this<br>paragraph) does not exceed seven point five (7.5) per cent. of the<br>total consolidated assets of the Group in any financial year and<br>fifteen (15) per cent. of the total consolidated assets of the Group<br>over the lifetime of the Facility.<br>22.5 Subsidiary Financial Indebtedness<br>(a) No Obligor (other than the Company) shall, and the Company shall<br>ensure that no member of the Group (other than the Company) incurs or<br>allows to remain outstanding any Financial Indebtedness.<br>(b) Paragraph (a) above does not apply to:<br>(i) any Financial Indebtedness incurred under the Finance<br>Documents or supported by a letter of credit or similar<br>accommodation under an Ancillary Facility (including<br>Maximum Amount Guarantees);<br>(ii) any Financial Indebtedness existing at the date of this Agreement<br>(including the Financial Indebtedness arising from the IKB Loan<br>Agreements) or incurred under facilities existing at the date of<br>this Agreement, including any refinancing and replacement<br>thereof, provided that the aggregate amount of the relevant<br>Financial Indebtedness or facility is not increased any further;<br>(iii) any Financial Indebtedness arising under a Permitted Loan or a<br>Permitted Guarantee;<br>(iv) any Financial Indebtedness incurred under or in connection with<br>the operation of cash management arrangements established for<br>the ordinary course of business and for the benefit of any<br>Subsidiary;<br>(v) any Financial Indebtedness of any person acquired by a member<br>of the Group which is incurred under arrangements in existence<br>at the date of the acquisition and not incurred, increased or<br>having the maturity extended in contemplation thereof provided<br>that such Financial Indebtedness is repaid within six (6) months<br>of the date of acquisition of such person;<br>(vi) any derivative transaction protecting against or benefiting from<br>fluctuations in any rate or price entered into in the ordinary<br>course of business (other than for speculative purposes);
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129<br>#4853-4198-8303<br>(vii) Financial Indebtedness arising under any Finance Lease<br>provided that the aggregate principal amount does not exceed<br>EUR 25,000,000 (or its equivalent in another currency or<br>currencies) at any time;<br>(viii) Financial Indebtedness arising under any lease agreement which<br>does not constitute a Finance Lease;<br>(ix) Financial Indebtedness incurred with the prior written consent of<br>the Majority Lenders; and<br>(x) other Financial Indebtedness the principal amount of which does<br>not when aggregated with (but without double counting,<br>including with respect to Financial Indebtedness incurred by one<br>member of the Group which is the subject of a guarantee given<br>by another member of the Group) the principal amount of any<br>other Financial Indebtedness incurred in reliance on this<br>paragraph (x), exceed at any time five (5) per cent. of the total<br>consolidated assets of the Group,<br>(each a Permitted Financial Indebtedness).<br>22.6 Loans out<br>(a) No Obligor shall (and the Company shall ensure that no other member<br>of the Group will) be a creditor in respect of Financial Indebtedness<br>extended to any person.<br>(b) Paragraph (a) above does not apply to:<br>(i) any trade credit or advance payment extended to customers or<br>suppliers or other business parties on normal commercial terms<br>and in the ordinary course of its trading activities;<br>(ii) any Financial Indebtedness or loan made by an Obligor to<br>another Obligor or made by a Non-Obligor to another member<br>of the Group;<br>(iii) any Financial Indebtedness or loan made by an Obligor to a Non-Obligor so long as the aggregate amount of the Financial<br>Indebtedness under any such loans when aggregated with the<br>amount of any guarantee outstanding under paragraph (b)(iii) of<br>Clause 22.7 (Guarantees) does not exceed at any time two (2)<br>per cent. of the consolidated assets of the Group;<br>(iv) any deferred consideration for disposals permitted under the<br>Agreement on normal commercial terms up to a maximum
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130<br>#4853-4198-8303<br>amount not exceeding twenty-five (25) per cent. of the<br>consideration received in respect of such permitted disposal;<br>(v) any investments made in the ordinary course of treasury<br>transactions in instruments which have an investment grade<br>credit rating (including for the avoidance of doubt, any<br>investment in bonds, notes, money market instruments,<br>promissory notes (Schuldscheindarlehen), term deposits and<br>similar instruments, excluding for speculative purposes);<br>(vi) any derivative transaction (excluding any derivative transaction<br>entered into for speculative purposes);<br>(vii) loans made by an entity prior to such entity becoming a member<br>of the Group provided that such loan (A) was not created in<br>contemplation of the acquisition of that entity and the principal<br>amount of such loan has not been increased in contemplation of<br>or since the acquisition of that entity and (B) is discharged within<br>six (6) months after the date on which the relevant person<br>becomes a member of the Group;<br>(viii) loans made by a member of the Group in the ordinary course of<br>business to an employee or director of any member of the Group<br>provided that such loans do not exceed at any one time an<br>aggregate amount of EUR 1,000,000 (or its equivalent in any<br>other currency or currencies);<br>(ix) any loan or credit extended prior to the date of this Agreement,<br>provided that the principal amount of such loan or credit has not<br>been increased thereafter;<br>(x) Financial Indebtedness which is referred to in the definition of,<br>or otherwise constitutes, Permitted Financial Indebtedness<br>(except under paragraph (iii) of that definition) (without double<br>counting);<br>(xi) any loan or similar instrument entered into with the prior written<br>consent of the Majority Lenders; and<br>(xii) any loan not permitted under paragraphs (i) to (xi) above the<br>aggregate principal amount of which does not when aggregated<br>with:<br>(A) the aggregate principal amount of any other loan<br>extended in reliance on this paragraph (xii); and
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131<br>#4853-4198-8303<br>(B) the aggregate liability (whether actual or contingent) of<br>any guarantee or indemnity provided in reliance on<br>paragraph (b)(xi) of Clause 22.7 (Guarantees),<br>exceed at any time three (3) per cent. of the consolidated assets<br>of the Group,<br>(each a Permitted Loan).<br>22.7 Guarantees<br>(a) No Obligor shall (and the Company shall ensure that no other member<br>of the Group will) incur or allow to remain outstanding any guarantee or<br>indemnity in respect of Financial Indebtedness of any person.<br>(b) Paragraph (a) above does not apply to:<br>(i) any guarantee or indemnity arising under any Finance<br>Document;<br>(ii) a guarantee by an Obligor of the obligations of another Obligor<br>or by a Non-Obligor of the obligations of another member of the<br>Group;<br>(iii) a guarantee by an Obligor of obligations of a Non-Obligor<br>provided that the aggregate amount guaranteed, when<br>aggregated with the amount of any loan outstanding under<br>(b)(iii) of Clause 22.6 (Loans out) does not exceed at any time<br>two (2) per cent. of the consolidated assets of the Group;<br>(iv) any endorsement of negotiable instruments in the ordinary<br>course of business;<br>(v) any guarantee extended to customers or suppliers or other<br>business parties on normal commercial terms;<br>(vi) any guarantee given in respect of netting or set-off agreements<br>referred to under paragraph (b)(ii) of Clause 22.3 (Negative<br>pledge);<br>(vii) any amount which, if extended by way of a loan, would be<br>permitted under paragraphs (b)(i) to (x) of Clause 22.6 (Loans<br>out);<br>(viii) any guarantee or indemnity existing as of the date of this<br>Agreement and any replacement or rollover of such guarantees<br>or indemnities in case of any refinancing or extension of the<br>Financial Indebtedness secured thereby, provided that the
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132<br>#4853-4198-8303<br>aggregate amount of the relevant Financial Indebtedness secured<br>is not increased;<br>(ix) guarantees granted by an entity prior to such entity becoming a<br>member of the Group provided that such guarantee (A) was not<br>extended in contemplation of such entity becoming a member of<br>the Group and the aggregate amount secured has not been<br>increased in contemplation of or since such entity becoming a<br>member of the Group and (B) is discharged within six (6) months<br>after the date on which the relevant person becomes a member<br>of the Group;<br>(x) guarantees or indemnities given with the prior written consent of<br>the Majority Lenders; and<br>(xi) any guarantee or indemnity not permitted under paragraphs (i) to<br>(x) above the aggregate liability (whether actual or contingent)<br>of which does not when aggregated with:<br>(A) the aggregate liability (whether actual or contingent) of<br>any other guarantee or indemnity provided in reliance on<br>this paragraph (xi); and<br>(B) the aggregate principal amount of any loan extended in<br>reliance on paragraph (b)(xii) of Clause 22.6 (Loans out),<br>exceed at any time three (3) per cent. of the consolidated assets<br>of the Group,<br>(each a Permitted Guarantee)<br>22.8 Merger<br>(a) No Obligor shall complete any amalgamation, merger (Verschmelzung)<br>or de-merger (Ab- und Aufspaltung), within the meaning of the German<br>Transformation Act (Umwandlungsgesetz) (each such measure, a<br>Transformation).<br>(b) Paragraph (a) above does not apply to a Transformation:<br>(i) between Obligors, provided that:<br>(A) if such Transformation involves any Borrower, the<br>Borrower must be the surviving entity; and<br>(B) if such Transformation involves the Company, the<br>Company must be the surviving entity;
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133<br>#4853-4198-8303<br>(ii) between an Obligor and any other member of the Group which<br>is not an Obligor, provided that the relevant Obligor must be the<br>surviving entity; and<br>(iii) made with the prior consent of the Majority Lenders.<br>22.9 Change of business<br>The Company shall procure that no material change is made to the general<br>nature of the business of the Company or the Group taken as a whole from that<br>carried on at the date of this Agreement.<br>22.10 Sanctions<br>(a) Each Obligor shall ensure that no proceeds of any Loan shall be used,<br>lent, contributed or otherwise made available directly or, to its<br>knowledge indirectly, to, or for the benefit of, a Sanctions Restricted<br>Person nor shall they otherwise be applied in a manner or for a purpose<br>prohibited by Sanctions.<br>(b) Each Obligor shall ensure compliance with applicable Sanctions<br>(including in connection with discharging any obligation due or owing<br>to the Finance Parties).<br>(c) Each Obligor shall, and shall procure that each Material Subsidiary shall,<br>to the extent permitted by law, promptly upon becoming aware of them<br>supply to the Agent details of any claim, action, suit, proceeding or<br>investigation against it (except any subpoena or information request<br>relating to any proceeding against a third party) with respect to Sanctions<br>by any Sanctions Authority.<br>(d) With respect to any Obligor and any Material Subsidiary, nothing in this<br>Clause 22.10 shall create or establish an obligation or right for any such<br>member of the Group to the extent that, by agreeing to it, compliance<br>with it, exercising it, having such obligation or right, or otherwise, it<br>would be placed in violation of any law applicable to it, in particular, in<br>relation to any member of the Group incorporated in Germany, any laws<br>relating to foreign trades (Außenwirtschaft) (including without<br>limitation section 7 of the German Foreign Trade and Payments<br>Ordinance (AWV) (Außenwirtschaftsverordnung) in connection with<br>sections 4, 19 (3) no. 1 (a) of the German Foreign Trade and Payments<br>Act (Außenwirtschaftsgesetz) and section 81 (1) no. 1 of the German<br>Foreign Trade and Payments Ordinance or the provisions of EU<br>Regulation (EC) 2271/96 or any other anti-boycott rule (as amended)<br>and this Clause 22.10 shall be so limited and shall not apply to that<br>extent.
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134<br>#4853-4198-8303<br>(e) This Clause 22.10 shall only apply for the benefit of a Finance Party if<br>and to the extent that the receipt and acceptance by that Finance Party of<br>benefits of the undertakings in this Clause 22.10 (including by<br>exercising any rights on the grounds of a breach of or with respect to any<br>request thereunder) would not result in any violation of, conflict with or<br>liability under (i) the provisions of EU Regulation (EC) 2271/96 or (ii)<br>section 7 of the German Foreign Trade and Payments Ordinance (AWV)<br>(Außenwirtschaftsverordnung) in connection with sections 4, 19 (3)<br>no. 1 (a) of the German Foreign Trade and Payments Act<br>(Außenwirtschaftsgesetz) and section 81 (1) no. 1 of the German Foreign<br>Trade and Payments Ordinance or (iii) any other anti-boycott rule, (each<br>as amended). In connection with any amendment, waiver, determination<br>or direction relating to any part of this Clause 22.10 of which a Finance<br>Party does not have the benefit, the Commitments of that Finance Party<br>will be excluded for the purpose of determining whether the consent of<br>the Majority Lenders has been obtained or whether the determination or<br>direction by the Majority Lenders has been made.<br>22.11 Anti-corruption, anti-bribery and anti-money laundering<br>Each Obligor shall (and the Company shall ensure that each Material Subsidiary<br>shall) ensure compliance with applicable Anti-Bribery and Corruption Laws and<br>Anti-Money Laundering Laws, including by maintaining policies and<br>procedures designed to promote and achieve compliance with such laws, in each<br>case, if failure to do so has or is reasonably likely to have a material negative<br>effect on the interests of the Lenders.<br>22.12 Acquisitions<br>(a) No Obligor shall (and the Company shall ensure that no other member<br>of the Group will) acquire a company or any shares or securities or a<br>business or undertaking (or, in each case, any interest in any of them).<br>(b) Paragraph (a) above does not apply:<br>(i) in respect of the acquisition of shares or participation interests<br>(Gesellschaftsanteile) or any group of assets in each case<br>disposed of by another member of the Group pursuant to a<br>disposal permitted pursuant to paragraph (b)(ii) of Clause 22.4<br>(Disposals) above or of shares or participation interests<br>(Gesellschaftsanteile) in any member of the Group from its<br>minority shareholder(s); and
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135<br>#4853-4198-8303<br>(ii) to any acquisition of shares or participation interests<br>(Gesellschaftsanteile) or any group of assets if:<br>(A) no default is continuing on the date that the relevant<br>purchaser legally commits to the acquisition (the SPA<br>Signing Date) or would occur as a result of the<br>acquisition;<br>(B) the acquired company, business or undertaking is<br>engaged in a business which is similar, ancillary,<br>complementary or related to the business as carried on by<br>the Group and is not subject to any Sanctions (subject to<br>any anti-boycott carve-out in accordance with<br>paragraphs (d) and (e) of Clause 22.10 applied mutatis<br>mutandis); and<br>(C)<br>(1) the aggregate consideration amount (including<br>acquired Financial Indebtedness) for a single<br>acquisition or for a series of related acquisitions<br>does not exceed EUR 30,000,000; or<br>(2) where the aggregate consideration amount<br>(including acquired Financial Indebtedness) for a<br>single acquisition or for a series of related<br>acquisitions exceeds<br>(aa) EUR 50,000,000, the Company delivers<br>to the Agent, at least 5 (five) Business<br>Days prior to the SPA Signing Date a<br>certificate that:<br>(x) the Leverage (calculated on a pro<br>forma basis for such acquisition) on the<br>assumption that the relevant acquisition<br>occurred on the first day of the Relevant<br>Period expiring on the most recent<br>Quarter Date, does not exceed the<br>covenanted Leverage for such Quarter<br>Date; and<br>(y) based on the internal projections<br>and reasonable assumptions of the<br>Company the target undertaking has<br>positive or would have positive EBITDA<br>(on a pro forma basis);
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136<br>#4853-4198-8303<br>(bb) EUR 30,000,000, the Company delivers<br>to the Agent, at least 5 (five) Business<br>Days prior to the SPA Signing Date, only<br>if available and subject to execution of<br>any required non-reliance or release<br>letters, the final form legal, tax and<br>accounting due diligence reports and any<br>other reports.<br>22.13 Insurance<br>Each Obligor shall (and the Company shall ensure that each member of the<br>Group will) maintain insurances on and in relation to its business and assets<br>against those material risks and to the extent as is usual for companies carrying<br>on the same or substantially similar business.<br>22.14 Guarantors<br>(a) The Company shall ensure that:<br>(i) within 30 Business Days after the date of this Agreement<br>(the Initial Test Date):<br>(A) each Material Subsidiary; and<br>(B) each member of the Group as is necessary to ensure that<br>the aggregate contributions to revenues (Umsatzerlöse)<br>and total assets (Aktivvermögen) of all Guarantors<br>(determined on the basis of the relevant Guarantor's most<br>recent annual IFRS unaudited group reporting used in the<br>compilation of the annual audited consolidated financial<br>statements of the Company and in each case excluding<br>all intra-Group items and investments in Subsidiaries of<br>any member of the Group) represent not less than 80 per<br>cent. of consolidated revenues (Umsatzerlöse) and total<br>assets (Aktivvermögen) of the Group (calculated on the<br>basis of the most recent annual audited consolidated<br>financial statements of the Company, but for this purpose<br>disregarding from the denominator and numerator the<br>revenues (Umsatzerlöse) and total assets<br>(Aktivvermögen) of any Excluded Subsidiary)<br>(the Guarantor Coverage Test), provided that such<br>members of the Group shall include the Original<br>Additional Guarantors,<br>accedes to this Agreement and to the Guarantee and Security<br>Trust Agreement as an Additional Guarantor; and
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137<br>#4853-4198-8303<br>(C) Transaction Security is granted over 100% of the share<br>capital of each of the Original Additional Guarantors and<br>rights ancillary thereto on a first-ranking basis; and<br>(ii) each member of the Group which is or becomes a Material<br>Subsidiary (by reference to the most recent annual audited<br>consolidated financial statements of the Company delivered to<br>the Agent under this Agreement (to be tested for the first time on<br>the basis of such annual financial statements delivered for the<br>financial year ending 31 December 2024)) and which is not<br>already an Guarantor shall,<br>(A) in relation to any Material Subsidiary incorporated or<br>established in Germany within 30 Business Days; and<br>(B) in relation to any Material Subsidiary incorporated or<br>established in a jurisdiction other than Germany within<br>60 Business Days,<br>of the delivery of the annual audited consolidated financial<br>statements of the Company for the relevant financial year,<br>evidencing that it has become a Material Subsidiary, accede to<br>this Agreement and to the Guarantee and Security Trust<br>Agreement as an Additional Guarantor.<br>(b) Following the Initial Test Date, satisfaction of the Guarantor Coverage<br>Test shall be determined on an annual basis by reference to the latest<br>annual audited consolidated financial statements of the Company<br>delivered to the Agent under this Agreement (to be tested for the first<br>time on the basis of such annual financial statements delivered for the<br>financial year ending 31 December 2024). The Company shall ensure<br>that any member of the Group required to become an Additional<br>Guarantor in order to satisfy the Guarantor Coverage Test by reference<br>to such annual financial statements, but otherwise calculated in<br>accordance with paragraph (a) above,<br>(i) in relation to any member of the Group incorporated or<br>established in Germany within 30 Business Days; and<br>(ii) in relation to any member of the Group incorporated or<br>established in a jurisdiction other than Germany within<br>60 Business Days,<br>of the delivery of the relevant annual financial statements accedes to this<br>Agreement and to the Guarantee and Security Trust Agreement as an<br>Additional Guarantor.
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138<br>#4853-4198-8303<br>(c) Transaction Security shall be granted over 100% of the share capital<br>(and rights ancillary thereto) of any Additional Guarantor on a first-ranking basis by any relevant member of the Group entering into<br>respective Transaction Security Documents.<br>(d) No member of the Group which is an Excluded Subsidiary shall be<br>required to accede to this Agreement or to the Guarantee and Security<br>Trust Agreement as an Additional Guarantor.<br>(e) The amount guaranteed by any Guarantor shall be limited to the<br>Guarantee Amount Limit.<br>(f) Original Additional Guarantor means each of the following entities:<br>(i) Evotec International GmbH, Hamburg, Germany<br>(ii) Evotec (Hamburg) GmbH, Hamburg, Germany<br>(iii) Evotec (France) SAS, Toulouse, France<br>(iv) Just-Evotec Biologics EU SAS, Toulouse, France<br>(v) Aptuit (Verona) S.r.l., Verona, Italy<br>(vi) Evotec (UK) Limited, Abingdon, United Kingdom<br>(vii) Aptuit Global LLC, Princeton, USA<br>(viii) Evotec (US), Inc., Princeton, USA<br>(ix) Just - Evotec Biologics, Inc, Seattle, USA<br>23. EVENTS OF DEFAULT<br>Each of the events or circumstances set out in Clause 23 is an Event of Default<br>(save for Clause 23.17 (Acceleration)).<br>23.1 Non-payment<br>An Obligor does not pay on the due date any amount payable pursuant to a<br>Finance Document at the place and in the currency in which it is expressed to<br>be payable unless:<br>(a) its failure to pay is caused by administrative or technical error; and<br>(b) payment is made within 5 (five) Business Days following its due date.<br>23.2 Financial covenant<br>Any requirement of Clause 21.2 (Financial condition) is not satisfied.
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139<br>#4853-4198-8303<br>23.3 Other obligations<br>(a) An Obligor does not comply with any provision of the Finance<br>Documents (other than those referred to in Clause 23.1 (Non-payment)<br>and Clause 23.2 (Financial covenant)).<br>(b) No Event of Default under paragraph (a) above will occur if the failure<br>to comply is capable of remedy and is remedied within fifteen (15)<br>Business Days of the earlier of (i) the Agent giving written notice to the<br>Company and (ii) any Obligor becoming aware of the failure to comply.<br>23.4 Misrepresentation<br>(a) Any representation or statement made or deemed to be made by or on<br>behalf of an Obligor in the Finance Documents or any other document<br>delivered by or on behalf of any Obligor under or in connection with any<br>Finance Document is or proves to have been incorrect or misleading in<br>any material respect when made or deemed to be made.<br>(b) No Event of Default under paragraph (a) above will occur if the relevant<br>underlying circumstances are capable of remedy and are remedied<br>within twenty (20) Business Days of the earlier of (i) the Agent giving<br>notice to the Company and (ii) any Obligor becoming aware of the<br>misrepresentation.<br>23.5 Cross default<br>(a) Any Financial Indebtedness of any Obligor or any Material Subsidiary<br>which is not owed to another member of the Group is not paid when due<br>nor within any originally applicable grace period.<br>(b) Any Financial Indebtedness of any Obligor or any Material Subsidiary<br>which is not owed to another member of the Group is declared (such<br>declaration not being disputed in good faith) to be or otherwise becomes,<br>due and payable prior to its specified maturity as a result of an event of<br>default (however described).<br>(c) Any creditor of any Obligor or any Material Subsidiary becomes entitled<br>to declare any Financial Indebtedness of any Obligor or any Material<br>Subsidiary due and payable prior to its specified maturity as a result of<br>an event of default (howsoever described).<br>(d) No Event of Default will occur under this Clause 23.5 if the aggregate<br>amount of Financial Indebtedness falling within paragraphs (a) to (c)<br>above is less than or equal to EUR 20,000,000 (or its equivalent in any<br>other currency or currencies).
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140<br>#4853-4198-8303<br>(e) Paragraph (d) of this Clause 23.5 does not apply to any Financial<br>Indebtedness of any Obligor or any Material Subsidiary under any IKB<br>Loan Agreement.<br>(f) In respect of any Financial Indebtedness owed to the European<br>Investment Bank (the EIB) the following shall apply: in case the EIB<br>becomes entitled to declare any Financial Indebtedness of any Obligor<br>or any Material Subsidiary due and payable prior to its specified<br>maturity solely as a result of an event of default under the respective<br>clause 9.1 (c) of the relevant EIB financing contract (in its form as at the<br>date of this Agreement (as has been made available by the Company to<br>the Finance Parties prior to the date of this Agreement)) and such event<br>of default under the EIB financing contract results from a default under<br>any financing agreement which is not an event of default, then<br>paragraph (c) of this Clause 23.5 shall only apply from the date such<br>default becomes an event of default.<br>23.6 Insolvency<br>(a) An Obligor or a Material Subsidiary:<br>(i) is unable or admits inability to pay its debts as they fall due;<br>(ii) suspends making payments on any of its debts; or<br>(iii) by reason of actual or anticipated financial difficulties,<br>commences negotiations with one or more of its creditors<br>(excluding any Finance Party in its capacity as such) with a view<br>to rescheduling any of its indebtedness.<br>(b) An Obligor or a Material Subsidiary incorporated in Germany is unable<br>to pay its debts as they fall due (zahlungsunfähig) within the meaning of<br>section 17 of the Insolvency Code (Insolvenzordnung) or is overindebted<br>within the meaning of section 19 of the Insolvency Code<br>(Insolvenzordnung) or, with respect to any other Obligor or Material<br>Subsidiary, the value of the assets of any Obligor or Material Subsidiary<br>is less than its liabilities (taking into account contingent and prospective<br>liabilities), and this constitutes an event under the relevant applicable<br>jurisdiction of incorporation of such Obligor or Material Subsidiary<br>entitling or obliging any person to file for the opening of insolvency or<br>similar proceedings.<br>(c) Any of the circumstances set out in either (i) Articles 2446 and 2447, or<br>(ii) Articles 2482-bis and 2482-ter of the Italian Civil Code occurs in<br>respect to any Italian Obligor.
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141<br>#4853-4198-8303<br>(d) A moratorium is declared in respect of any indebtedness of any Obligor<br>or Material Subsidiary.<br>23.7 Insolvency proceedings<br>(a) Other than as set forth in clause (c) below, any corporate action, legal<br>proceedings or other procedure or step is taken in relation to:<br>(i) the suspension of payments, a moratorium of any indebtedness,<br>winding-up, dissolution, administration or reorganisation (by<br>way of voluntary arrangement, scheme of arrangement or<br>otherwise) of any Obligor or any Material Subsidiary other than<br>a solvent liquidation or reorganisation of any member of the<br>Group which is not an Obligor;<br>(ii) a composition, compromise, assignment or arrangement with the<br>creditors or any class of creditors of any Obligor or any Material<br>Subsidiary by reason of actual or anticipated financial<br>difficulties;<br>(iii) the appointment of a liquidator (other than in respect of a solvent<br>liquidation of a member of the Group which is not an Obligor),<br>receiver, administrative receiver, administrator, compulsory<br>manager or other similar officer in respect of any member of any<br>Obligor or any Material Subsidiary or any of its assets; or<br>(iv) enforcement of any Security over any assets of any Obligor or<br>any Material Subsidiary having an aggregate value of<br>EUR 10,000,000 or more (or its equivalent in any other currency<br>or currencies),<br>or any analogous procedure or step is taken in any jurisdiction.<br>(b) An involuntary proceeding shall be commenced or an involuntary<br>petition shall be filed in a court of competent jurisdiction in the US<br>seeking:<br>(i) relief in respect of any Obligor or a Material Subsidiary, or of a<br>substantial part of the property or assets of any Obligor, under<br>US Bankruptcy Law;<br>(ii) the appointment of a receiver, trustee, custodian, sequestrator,<br>conservator or similar official for any Obligor or a Material<br>Subsidiary or for any substantial part of the business or<br>substantial assets of any Obligor; or<br>(iii) the winding-up or liquidation of any Obligor,
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142<br>#4853-4198-8303<br>and such proceeding or petition shall continue undismissed for sixty (60)<br>days or an order or decree approving or ordering any of the foregoing<br>shall be entered.<br>(c) Any Obligor shall:<br>(i) voluntarily commence any proceeding or file any petition<br>seeking relief under US Bankruptcy Law;<br>(ii) consent to the institution of, or fail to consent in a timely and<br>appropriate manner, any proceeding or the filing of any petition<br>described in paragraph (a) above;<br>(iii) consent to the entry of an order for relief against it in an<br>involuntary case under US Bankruptcy Law;<br>(iv) make a general assignment for the benefit of its creditors;<br>(v) apply for or consent to the appointment, pursuant to the laws of<br>the US or any state thereof, of a receiver, trustee, custodian,<br>sequestrator, conservator or similar official for any Obligor or<br>for any substantial part of the business or substantial assets of<br>any Obligor; or<br>(vi) with respect to any US Obligor, take any comparable action to<br>that described in sub-paragraphs (i) to (v) (inclusive) of this<br>paragraph (c) under any foreign laws relating to insolvency.<br>(d) This Clause 23.7 shall not apply to any action, proceeding or other<br>procedure or step which is frivolous or vexatious and is discharged,<br>stayed or dismissed within twenty (20) days of commencement.<br>23.8 Creditors' process<br>Any expropriation, attachment, sequestration, distress or execution affects any<br>asset or assets of an Obligor or a Material Subsidiary having an aggregate value<br>of EUR 10,000,000 or more (or its equivalent in any other currency or<br>currencies) and is not discharged within twenty (20) days.<br>23.9 Ownership of the Obligors<br>An Obligor (other than the Company) is not or ceases to be a wholly-owned<br>Subsidiary of the Company except (in each case) as a result of a disposal<br>permitted pursuant to paragraph (b) of Clause 22.4 Disposals) or paragraph (b)<br>of Clause 22.8 (Merger).
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143<br>#4853-4198-8303<br>23.10 Unlawfulness<br>(a) It is or becomes unlawful for an Obligor to perform any of its obligations<br>under the Finance Documents.<br>(b) Any obligation or obligations of any Obligor under any Finance<br>Documents are not (subject to the Legal Reservations) or cease to be<br>legal, valid, binding or enforceable and the cessation individually or<br>cumulatively is adverse in any material respect to the Lenders.<br>(c) Any Finance Document is not effective.<br>23.11 Dividends<br>(a) The management board (Vorstand) of the Company proposes a dividend<br>payment at a time an Event of Default is continuing or would result (pro<br>forma taking into account such dividend) in an Event of Default.<br>(b) The general meeting (Hauptversammlung) of the Company decides to<br>distribute a dividend at a time an Event of Default is continuing or would<br>result (pro forma taking into account such dividend) in an Event of<br>Default.<br>23.12 Cessation of business<br>The Group (as a whole) ceases to carry on the business it carries on at the date<br>of this Agreement.<br>23.13 Audit qualification<br>The auditors of the Company qualify the annual audited consolidated financial<br>statements of the Company and such qualification:<br>(a) concerns an inability to continue the business as a going concern (other<br>than through a breach of the financial covenant or upcoming maturity of<br>the Facility); or<br>(b) is a result of inadequate provision of information, in each case in a<br>manner which is materially adverse to the interests of the Lenders as a<br>whole and in their capacity as such.<br>23.14 Repudiation<br>An Obligor repudiates a Finance Document or evidences an intention to<br>repudiate a Finance Document.
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144<br>#4853-4198-8303<br>23.15 ERISA Events<br>One or more ERISA Events occur that, individually or taken together with any<br>other ERISA Event, result in liability of any Obligor in an aggregate amount<br>that would reasonably be expected to have a Material Adverse Effect.<br>23.16 Material adverse change<br>Any event or series of events occurs which has a Material Adverse Effect.<br>23.17 Acceleration<br>(a) On and at any time after the occurrence of an Event of Default which is<br>continuing the Agent may, and shall if so directed by the Majority<br>Lenders:<br>(i) by notice to the Company:<br>(A) cancel each Available Commitment of each Lender<br>and/or each Ancillary Commitment of each Ancillary<br>Lender whereupon each such Available Commitment<br>and Ancillary Commitment shall immediately be<br>cancelled and each Facility shall immediately cease to be<br>available for further utilisation;<br>(B) declare that all or part of the Loans, together with accrued<br>interest, and all other amounts accrued or outstanding<br>under the Finance Documents be immediately due and<br>payable, whereupon they shall become immediately due<br>and payable;<br>(C) declare all or any part of the amounts (or cash cover in<br>relation to those amounts) outstanding under the<br>Ancillary Facilities to be immediately due and payable,<br>whereupon they shall become immediately due and<br>payable;<br>(D) declare that all or part of the Loans be payable on<br>demand, whereupon they shall immediately become<br>payable on demand by the Agent on the instructions of<br>the Majority Lenders; and/or<br>(E) declare that all or any part of the amounts (or cash cover<br>in relation to those amounts) outstanding under the<br>Ancillary Facilities be payable on demand, whereupon<br>they shall immediately become payable on demand by<br>the Agent on the instructions of the Majority Lenders.
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145<br>#4853-4198-8303<br>(ii) exercise or direct the Security Agent to exercise any or all of its<br>rights, remedies, powers or discretions under the Finance<br>Documents.<br>(b) If any Borrower becomes subject to a proceeding under the<br>US Bankruptcy Code:<br>(i) the Total Commitments in relation to such Borrower shall<br>immediately and automatically be cancelled; and<br>(ii) all of the Loans made to such Borrower, together with accrued<br>interest, and all other amounts accrued or outstanding under the<br>Finance Documents, and all of the amounts (or cash cover in<br>relation to those amounts) outstanding under the Ancillary<br>Facilities with respect to such Borrower and any other sum then<br>outstanding under this Agreement and any of the other Finance<br>Documents owing by such Borrower shall be immediately and<br>automatically due and payable,<br>in each case automatically and without any direction, notice, declaration<br>or other act.
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146<br>#4853-4198-8303<br>SECTION 9<br>CHANGES TO PARTIES<br>24. CHANGES TO THE LENDERS<br>24.1 Assignments and transfers by the Lenders<br>Subject to this Clause 24, a Lender (the Existing Lender) may:<br>(a) assign any of its rights; or<br>(b) assign and transfer by assumption of contract (Vertragsübernahme) any<br>of its rights and obligations,<br>to an Eligible Institution (the New Lender).<br>24.2 Conditions of assignment or assignment and transfer by way of assumption<br>of contract (Vertragsübernahme)<br>(a) Each assignment or assignment and transfer by way of assumption of<br>contract (Vertragsübernahme) by an Existing Lender requires the prior<br>consent of the Company (not to be unreasonably withheld or delayed),<br>unless the assignment or assignment and transfer by way of assumption<br>of contract (Vertragsübernahme) is:<br>(i) to another Lender or an Affiliate of a Lender; or<br>(ii) made at a time when an Event of Default is continuing.<br>(b) In any case, no assignment or assignment and transfer by way of<br>assumption of contract (Vertragsübernahme) may be made by an<br>Existing Lender to an Industry Competitor of the Group without the<br>prior consent of the Company (in its sole discretion).<br>(c) The Company will be deemed to have given its consent ten (10) Business<br>Days after the Existing Lender has requested it unless consent is<br>expressly refused by the Company within that time.<br>(d) An assignment will only be effective on:<br>(i) receipt by the Agent of written confirmation from the New<br>Lender (in form and substance satisfactory to the Agent) that the<br>New Lender will assume the same obligations to the other<br>Finance Parties as it would have been under if it had been an<br>Original Lender; and<br>(ii) performance by the Agent of all necessary "know your<br>customer" or other similar checks under all applicable laws and<br>regulations in relation to such assignment to a New Lender, the
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147<br>#4853-4198-8303<br>completion of which the Agent shall promptly notify to the<br>Existing Lender and the New Lender.<br>(e) An assignment and transfer by way of assumption of contract<br>(Vertragsübernahme) will only be effective if the procedure set out in<br>Clause 24.5 (Procedure for assignment and transfer by way of<br>assumption of contract (Vertragsübernahme)) is complied with.<br>(f) Any assignment or assignment and transfer by way of assumption of<br>contract (Vertragsübernahme) by a Lender of part of a Commitment or<br>rights and obligations under the Finance Documents shall be for a<br>minimum aggregate amount of EUR 10,000,000 (or its equivalent in<br>another currency or currencies), or if less, all of its Commitment,<br>provided that such minimum amount does not apply at a time when an<br>Event of Default is continuing. Any assignment or assignment and<br>transfer by way of assumption of contract (Vertragsübernahme) shall<br>not result in the aggregate amount of the Commitments of any of the<br>Existing Lender and the New Lender (in each case taking into account<br>any Commitments of their respective Affiliates), falling below<br>EUR 10,000,000 (or its equivalent in another currency or currencies),<br>unless in each case the Existing Lender ceases to be a Lender upon<br>completion of such assignment or assignment and transfer by way of<br>assumption of contract (Vertragsübernahme).<br>(g) If:<br>(i) a Lender assigns or assigns and transfers by way of assumption<br>of contract (Vertragsübernahme) any of its rights or obligations<br>under the Finance Documents or changes its Facility Office; and<br>(ii) as a result of circumstances existing at the date the assignment,<br>assignment and transfer by way of assumption of contract<br>(Vertragsübernahme) or change occurs, an Obligor would be<br>obliged to make a payment to the New Lender or Lender acting<br>through its new Facility Office under Clause 14 (Tax gross-up<br>and indemnities) or Clause 15 (Increased Costs),<br>then the New Lender or the Lender acting through its new Facility Office<br>is entitled to receive payment under those Clauses but only to the same<br>extent as the Existing Lender or Lender acting through its previous<br>Facility Office would have been if the assignment, assignment and<br>transfer by way of assumption of contract (Vertragsübernahme) or<br>change had not occurred.<br>(h) Each New Lender, by executing the relevant Transfer Certificate<br>confirms, for the avoidance of doubt, that the Agent has authority to<br>execute on its behalf any amendment or waiver that has been approved
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148<br>#4853-4198-8303<br>by or on behalf of the requisite Lender or Lenders in accordance with<br>this Agreement on or prior to the date on which the assignment and<br>transfer by way of assumption of contract (Vertragsübernahme) or<br>assignment becomes effective in accordance with this Agreement and<br>that it is bound by that decision to the same extent as the Existing Lender<br>would have been had it remained a Lender.<br>(i) For the purposes of and pursuant to Article 1263 of the Italian Civil<br>Code, it is hereby expressly agreed that, in the event of any assignment<br>of rights or obligations made by a Lender under Clause 24 (Changes to<br>the Lenders), the guarantee granted by each Italian Guarantor shall be<br>preserved, without novation (novazione), for the benefit of the New<br>Lender and each other Lender in accordance with the terms of the<br>Finance Documents.<br>(j) For the purposes of article 1407, paragraph 1, of the Italian Civil Code,<br>each of the Parties provides its consent to the transfer (cessione), in<br>whole or in part, by any Existing Lender of its contractual position (i.e.<br>its rights and obligations) under this Agreement and the other Finance<br>Documents in favour of any New Lender in accordance with the<br>provisions of this Clause 24.2 and agrees that upon transfer, in<br>accordance with a Transfer Certificate and this Clause 24.2, the<br>guarantees and security interests created under the Finance Documents<br>shall be preserved, without novation (novazione), for the benefit of any<br>New Lender.<br>24.3 Assignment or assignment and transfer by way of assumption of contract<br>(Vertragsübernahme) fee<br>The New Lender shall, on the date upon which an assignment or assignment and<br>transfer by way of assumption of contract (Vertragsübernahme) takes effect,<br>pay to the Agent (for its own account) a fee of EUR 4,000.<br>24.4 Limitation of responsibility of Existing Lenders<br>(a) Unless expressly agreed to the contrary, an Existing Lender makes no<br>representation or warranty and assumes no responsibility to a New<br>Lender for:<br>(i) the legality, validity, effectiveness, adequacy or enforceability of<br>the Finance Documents or any other documents;<br>(ii) the financial condition of any Obligor;<br>(iii) the performance and observance by any Obligor of its<br>obligations under the Finance Documents or any other<br>documents; or
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149<br>#4853-4198-8303<br>(iv) the accuracy of any statements (whether written or oral) made in<br>or in connection with any Finance Document or any other<br>document,<br>and any representations or warranties implied by law are excluded.<br>(b) Each New Lender confirms to the Existing Lender and the other Finance<br>Parties that it:<br>(i) has made (and shall continue to make) its own independent<br>investigation and assessment of the financial condition and<br>affairs of each Obligor and its related entities in connection with<br>its participation in this Agreement and has not relied exclusively<br>on any information provided to it by the Existing Lender or any<br>other Finance Party in connection with any Finance Document;<br>and<br>(ii) will continue to make its own independent appraisal of the<br>creditworthiness of each Obligor and its related entities whilst<br>any amount is or may be outstanding under the Finance<br>Documents or any Commitment is in force.<br>(c) Nothing in any Finance Document obliges an Existing Lender to:<br>(i) accept a re-assignment or a re-assignment and re-transfer by way<br>of assumption of contract (Vertragsübernahme) from a New<br>Lender of any of the rights and obligations assigned or assigned<br>and transferred by way of assumption of contract<br>(Vertragsübernahme) under this Clause 24; or<br>(ii) support any losses directly or indirectly incurred by the New<br>Lender by reason of the non-performance by any Obligor of its<br>obligations under the Finance Documents or otherwise.<br>24.5 Procedure for assignment and transfer by way of assumption of contract<br>(Vertragsübernahme)<br>(a) Subject to the conditions set out in Clause 24.2 (Conditions of<br>assignment or assignment and transfer by way of assumption of contract<br>(Vertragsübernahme)) an assignment and transfer by way of assumption<br>of contract (Vertragsübernahme) is effected in accordance with<br>paragraph (c) below when the Agent executes an otherwise duly<br>completed Transfer Certificate delivered to it by the Existing Lender and<br>the New Lender. The Agent shall, subject to paragraph (b) below, as<br>soon as reasonably practicable after receipt by it of a duly completed<br>Transfer Certificate appearing on its face to comply with the terms of
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150<br>#4853-4198-8303<br>this Agreement and delivered in accordance with the terms of this<br>Agreement, execute that Transfer Certificate.<br>(b) The Agent shall only be obliged to execute a Transfer Certificate<br>delivered to it by the Existing Lender and the New Lender once it is<br>satisfied it has complied with all necessary "know your customer" or<br>other similar checks under all applicable laws and regulations in relation<br>to the assignment and transfer by way of assumption of contract<br>(Vertragsübernahme) to such New Lender.<br>(c) Subject to Clause 24.8 (Pro rata interest settlement), on the Transfer<br>Date:<br>(i) to the extent that in the Transfer Certificate the Existing Lender<br>seeks to assign and transfer by way of assumption of contract<br>(Vertragsübernahme) its rights and obligations under the<br>Finance Documents each of the Obligors and the Existing Lender<br>shall be released from further obligations towards one another<br>under the Finance Documents and their respective rights against<br>one another under the Finance Documents shall be cancelled<br>(being the Terminated Rights and Obligations);<br>(ii) each of the Obligors and the New Lender shall assume<br>obligations towards one another and/or acquire rights against one<br>another which differ from the Terminated Rights and<br>Obligations only insofar as that Obligor and the New Lender<br>have assumed and/or acquired the same in place of that Obligor<br>and the Existing Lender;<br>(iii) the Agent, the Arranger, the Security Agent, the New Lender, the<br>relevant Ancillary Lender and the other Lenders shall acquire the<br>same rights and assume the same obligations between<br>themselves and in respect of the Transaction Security as they<br>would have acquired and assumed had the New Lender been an<br>Original Lender with the rights and/or obligations acquired or<br>assumed by it as a result of the assignment and transfer by way<br>of assumption of contract (Vertragsübernahme) and to that<br>extent the Agent, the Arranger, the Security Agent, the relevant<br>Ancillary Lender and the Existing Lender shall each be released<br>from further obligations to each other under the Finance<br>Documents; and<br>(iv) the New Lender shall become a Party as a "Lender".
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151<br>#4853-4198-8303<br>24.6 Copy of Transfer Certificate, Increase Confirmation or Accordion Increase<br>Confirmation to Company<br>The Agent shall, as soon as reasonably practicable after it has executed a<br>Transfer Certificate, an Increase Confirmation or an Accordion Increase<br>Confirmation, send to the Company a copy of that Transfer Certificate, Increase<br>Confirmation or an Accordion Increase Confirmation.<br>24.7 Security over Lenders' rights<br>(a) In addition to the other rights provided to Lenders under this Clause 24,<br>each Lender may without consulting with or obtaining consent from any<br>Obligor, at any time assign, charge, pledge or otherwise create Security<br>in or over (whether by way of collateral or otherwise) all or any of its<br>rights under any Finance Document to secure obligations of that Lender<br>including, without limitation:<br>(i) any assignment, charge, pledge or other Security to secure<br>obligations to a federal reserve or central bank (including, for the<br>avoidance of doubt, the European Central Bank) including,<br>without limitation, any assignment of rights to a special purpose<br>vehicle where Security over securities issued by such special<br>purpose vehicle is to be created in favour of a federal reserve or<br>central bank (including, for the avoidance of doubt, the European<br>Central Bank); and<br>(ii) any assignment, charge, pledge or other Security granted to any<br>holders (or trustee or representatives of holders) of obligations<br>owed, or securities issued, by that Lender as security for those<br>obligations or securities,<br>except that no such assignment, charge, pledge or Security shall:<br>(A) release a Lender from any of its obligations under the<br>Finance Documents or substitute the beneficiary of the<br>relevant assignment, charge, pledge or Security for the<br>Lender as a party to any of the Finance Documents; or<br>(B) require any payments to be made by an Obligor other<br>than or in excess of, or grant to any person any more<br>extensive rights than, those required to be made or<br>granted to the relevant Lender under the Finance<br>Documents.<br>(b) The limitations on assignments or transfers by a Lender set out in any<br>Finance Document, in particular in Clause 24.1 (Assignments and<br>transfers by the Lenders), Clause 24.2(Conditions of assignment or
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152<br>#4853-4198-8303<br>assignment and transfer by assumption of contract<br>(Vertragsübernahme)) and Clause 24.3 (Assignment or assignment and<br>transfer by assumption of contract (Vertragsübernahme) fee), and the<br>provisions set out in Clause 36 (Confidential Information) shall not<br>apply to the creation of Security pursuant to paragraph (a)(i) above.<br>(c) The limitations and provisions referred to in paragraph (b) above shall<br>further not apply to any assignment or transfer of rights under the<br>Finance Documents made by a federal reserve or central bank<br>(including, for the avoidance of doubt, the European Central Bank) to a<br>third party in connection with the enforcement (Verwertung) of Security<br>created pursuant to paragraph (a)(i) above.<br>(d) Any Lender may disclose such Confidential Information as that Lender<br>is required to disclose to a federal reserve or central bank (including, for<br>the avoidance of doubt, the European Central Bank) to (or through)<br>whom it creates Security pursuant to paragraph (a)(i) above, and any<br>federal reserve or central bank (including, for the avoidance of doubt,<br>the European Central Bank) may disclose such Confidential Information<br>to a third party to whom it assigns or assigns and transfers by assumption<br>of contract (Vertragsübernahme) (or may potentially assign or assigns<br>and transfers by assumption of contract (Vertragsübernahme)) rights<br>under the Finance Documents in connection with the enforcement of<br>such Security.<br>24.8 Pro rata interest settlement<br>(a) If the Agent has notified the Lenders that it is able to distribute interest<br>payments on a "pro rata basis" to Existing Lenders and New Lenders<br>then (in respect of any assignment or assignment and transfer by way of<br>assumption of contract (Vertragsübernahme) pursuant to Clause 24.5<br>(Procedure for assignment and transfer by assumption of contract<br>(Vertragsübernahme)) the Transfer Date of which, in each case, is after<br>the date of such notification and is not on the last day of an Interest<br>Period):<br>(i) any interest or fees in respect of the relevant participation which<br>are expressed to accrue by reference to the lapse of time shall<br>continue to accrue in favour of the Existing Lender up to but<br>excluding the Transfer Date (Accrued Amounts) and shall<br>become due and payable to the Existing Lender (without further<br>interest accruing on them) on the last day of the current Interest<br>Period (or, with respect to Loans, if the Interest Period is longer<br>than six Months, on the next of the dates which falls at six<br>Monthly intervals after the first day of that Interest Period); and
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153<br>#4853-4198-8303<br>(ii) the rights assigned or assigned and transferred by assumption of<br>contract (Vertragsübernahme) by the Existing Lender will not<br>include the right to the Accrued Amounts so that, for the<br>avoidance of doubt:<br>(A) when the Accrued Amounts become payable, those<br>Accrued Amounts will be payable to the Existing Lender;<br>and<br>(B) the amount payable to the New Lender on that date will<br>be the amount which would, but for the application of this<br>Clause 24.8, have been payable to it on that date, but after<br>deduction of the Accrued Amounts.<br>(b) In this Clause 24.8 references to "Interest Period" shall be construed to<br>include a reference to any other period for accrual of fees.<br>(c) An Existing Lender which retains the right to the Accrued Amounts<br>pursuant to this Clause 24.8 but which does not have a Commitment<br>shall be deemed not to be a Lender for the purposes of ascertaining<br>whether the agreement of any specified group of Lenders has been<br>obtained to approve any request for a consent, waiver, amendment or<br>other vote of Lenders under the Finance Documents.<br>24.9 Sub-participation<br>Sub-participations shall be subject to the same restrictions (as set out in this<br>Clause 24 (Changes to the Lenders)) as assignments or assignments and<br>transfers by assumption of contract (Vertragsübernahme), unless the Lender has<br>retained its voting rights in relation to the Facility against the sub-participant<br>(including in relation to synthetic securitizations).<br>24.10 French law provisions<br>To the extent that any transfer by way of novation under this Agreement is<br>deemed to be a novation (novation) within the meaning of articles 1329 et seq.<br>of the French Civil Code, any Existing Lender expressly reserves and maintains<br>its rights under the Finance Documents for the benefit of the relevant New<br>Lender in accordance with the provisions of article 1334 of the French Civil<br>Code so that any Security created under any Transaction Security Documents<br>governed by French law and the obligations of each French Guarantor under<br>this Agreement will continue in full force for the benefit of the then Lenders<br>following any such transfer by way of novation.
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154<br>#4853-4198-8303<br>25. CHANGES TO THE OBLIGORS<br>25.1 Assignments and transfers by Obligors<br>No Obligor may assign any of its rights or transfer any of its rights or obligations<br>under the Finance Documents.<br>25.2 Additional Borrowers<br>(a) Subject to compliance with the provisions of paragraphs (c) and (d) of<br>Clause 20.8 ("Know your customer" checks), the Company may request<br>that any of its wholly-owned Subsidiaries becomes an Additional<br>Borrower (Vertragsbeitritt). That Subsidiary shall become an Additional<br>Borrower if:<br>(i) either:<br>(A) it is incorporated in the same jurisdiction as an existing<br>Borrower; or<br>(B) the Agent (acting on the instructions of all the Lenders)<br>approves the addition of that Subsidiary;<br>(ii) the Company and that Subsidiary delivers to the Agent a duly<br>completed and executed Accession Letter;<br>(iii) that Subsidiary is (or becomes) a Guarantor prior to (or<br>simultaneously with) becoming an Additional Borrower;<br>(iv) the Company confirms that no Default is continuing or would<br>occur as a result of that Subsidiary becoming an Additional<br>Borrower; and<br>(v) the Agent has received all of the documents and other evidence<br>listed in Part B of Schedule 2 (Conditions Precedent) in relation<br>to that Additional Borrower, each in form and substance<br>satisfactory to the Agent.<br>(b) The Agent shall notify the Company and the Lenders promptly upon<br>being satisfied that it has received (in form and substance satisfactory to<br>it) all the documents and other evidence listed in Part B of Schedule 2<br>(Conditions Precedent).<br>(c) Other than to the extent that the Majority Lenders notify the Agent in<br>writing to the contrary before the Agent gives the notification described<br>in paragraph (b) above, the Lenders authorise (but do not require) the<br>Agent to give that notification. The Agent shall not be liable for any<br>damages, costs or losses whatsoever as a result of giving any such<br>notification.
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155<br>#4853-4198-8303<br>25.3 Resignation of a Borrower<br>(a) The Company may request that a Borrower (other than the Company)<br>ceases to be a Borrower by delivering to the Agent a Resignation Letter.<br>(b) The Agent shall accept a Resignation Letter and notify the Company and<br>the Lenders of its acceptance if:<br>(i) no Default is continuing or would result from the acceptance of<br>the Resignation Letter (and the Company has confirmed this is<br>the case); and<br>(ii) the Borrower is under no actual or contingent obligation as a<br>Borrower under any Finance Documents,<br>whereupon that company shall cease to be a Borrower and shall have no<br>further rights or obligations under the Finance Documents.<br>25.4 Additional Guarantors<br>(a) Subject to compliance with the provisions of paragraphs (c) and (d) of<br>Clause 20.8 ("Know your customer" checks), the Company may request<br>that any of its wholly-owned Subsidiaries become an Additional<br>Guarantor. That Subsidiary shall become an Additional Guarantor if:<br>(i) it is not incorporated in an Excluded Jurisdiction;<br>(ii) the Company delivers to the Agent a duly completed and<br>executed Accession Letter; and<br>(iii) the Agent has received all of the documents and other evidence<br>listed in Part B of Schedule 2 (Conditions Precedent) in relation<br>to that Additional Guarantor, each in form and substance<br>satisfactory to the Agent.<br>(b) The Agent shall notify the Company and the Lenders promptly upon<br>being satisfied that it has received (in form and substance satisfactory to<br>it) all the documents and other evidence listed in Part B of Schedule 2<br>(Conditions Precedent).<br>(c) Other than to the extent that the Majority Lenders notify the Agent in<br>writing to the contrary before the Agent gives the notification described<br>in paragraph (b) above, the Lenders authorise (but do not require) the<br>Agent to give that notification. The Agent shall not be liable for any<br>damages, costs or losses whatsoever as a result of giving any such<br>notification.
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156<br>#4853-4198-8303<br>25.5 Repetition of Representations<br>Delivery of an Accession Letter constitutes confirmation by the relevant<br>Subsidiary that the Repeating Representations are true and correct in relation to<br>it as at the date of delivery as if made by reference to the facts and circumstances<br>then existing.<br>25.6 Resignation of a Guarantor<br>(a) The Company may request that a Guarantor (other than the Company)<br>ceases to be a Guarantor by delivering to the Agent a Resignation Letter.<br>(b) The Agent shall accept a Resignation Letter and notify the Company and<br>the Lenders of its acceptance if:<br>(i) no Default is continuing or would result from the acceptance of<br>the Resignation Letter (and the Company has confirmed this is<br>the case); and<br>(ii) all the Lenders have consented to the Company's request.
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157<br>#4853-4198-8303<br>SECTION 10<br>THE FINANCE PARTIES<br>26. ROLE OF THE AGENT AND THE ARRANGERS<br>26.1 Appointment of the Agent<br>(a) Each of the Arrangers and the Lenders appoints the Agent to act as its<br>agent with representative powers (con potere di rappresentanza for the<br>purposes of Italian law) and attorney (Stellvertreter) under and in<br>connection with the Finance Documents (with the express consent<br>pursuant to articles 1394 and 1395 of the Italian Civil Code, for the<br>purposes of Italian law).<br>(b) Each of the Arrangers and the Lenders authorises the Agent to perform<br>the duties, obligations and responsibilities and to exercise the rights,<br>powers, authorities and discretions specifically given to the Agent under<br>or in connection with the Finance Documents together with any other<br>incidental rights, powers, authorities and discretions.<br>(c) Each of the Arrangers and the Lenders hereby exempts the Agent from<br>the restrictions pursuant to section 181 of the German Civil Code<br>(Bürgerliches Gesetzbuch) and similar restrictions applicable to it<br>pursuant to any other applicable law, in each case, to the extent legally<br>possible to such Finance Party. A Finance Party which cannot grant such<br>exemption shall notify the Agent accordingly.<br>26.2 Instructions<br>(a) The Agent shall:<br>(i) unless a contrary indication appears in a Finance Document,<br>exercise or refrain from exercising any right, power, authority or<br>discretion vested in it as Agent in accordance with any<br>instructions given to it by:<br>(A) all Lenders if the relevant Finance Document stipulates<br>the matter is an all Lender decision; and<br>(B) in all other cases, the Majority Lenders; and<br>(ii) not be liable for any act (or omission) if it acts (or refrains from<br>acting) in accordance with paragraph (i) above.<br>(b) The Agent shall be entitled to request instructions, or clarification of any<br>instruction, from the Majority Lenders (or, if the relevant Finance<br>Document stipulates the matter is a decision for any other Lender or<br>group of Lenders, from that Lender or group of Lenders) as to whether,
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158<br>#4853-4198-8303<br>and in what manner, it should exercise or refrain from exercising any<br>right, power, authority or discretion. The Agent may refrain from acting<br>unless and until it receives any such instructions or clarification that it<br>has requested.<br>(c) Save in the case of decisions stipulated to be a matter for any other<br>Lender or group of Lenders under the relevant Finance Document and<br>unless a contrary indication appears in a Finance Document, any<br>instructions given to the Agent by the Majority Lenders shall override<br>any conflicting instructions given by any other Parties and will be<br>binding on all Finance Parties save for the Security Agent.<br>(d) The Agent may refrain from acting in accordance with any instructions<br>of any Lender or group of Lenders until it has received any<br>indemnification and/or security that it may in its discretion require<br>(which may be greater in extent than that contained in the Finance<br>Documents and which may include payment in advance) for any cost,<br>loss or liability which it may incur in complying with those instructions.<br>(e) In the absence of instructions, the Agent may act (or refrain from acting)<br>as it considers to be in the best interest of the Lenders.<br>(f) The Agent is not authorised to act on behalf of a Lender (without first<br>obtaining that Lender's consent) in any legal or arbitration proceedings<br>relating to any Finance Document. This paragraph (f) shall not apply to<br>any legal or arbitration proceeding relating to the perfection,<br>preservation or protection of rights under the Transaction Security<br>Documents or enforcement of the Transaction Security or Transaction<br>Security Documents<br>26.3 Duties of the Agent<br>(a) The Agent's duties under the Finance Documents are solely mechanical<br>and administrative in nature.<br>(b) Subject to paragraph (c) below, the Agent shall promptly forward to a<br>Party the original or a copy of any document which is delivered to the<br>Agent for that Party by any other Party.<br>(c) Without prejudice to Clause 24.6 (Copy of Transfer Certificate, Increase<br>Confirmation or an Accordion Increase Confirmation to Company),<br>paragraph (b) above shall not apply to any Transfer Certificate, any<br>Increase Confirmation or an Accordion Increase Confirmation.<br>(d) Except where a Finance Document specifically provides otherwise, the<br>Agent is not obliged to review or check the adequacy, accuracy or<br>completeness of any document it forwards to another Party.
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159<br>#4853-4198-8303<br>(e) If the Agent receives notice from a Party referring to this Agreement,<br>describing a Default and stating that the circumstance described is a<br>Default, it shall promptly notify the other Finance Parties.<br>(f) If the Agent is aware of the non-payment of any principal, interest,<br>commitment fee or other fee payable to a Finance Party (other than the<br>Agent, the Arranger or the Security Agent) under this Agreement, it shall<br>promptly notify the other Finance Parties.<br>(g) The Agent shall have only those duties, obligations and responsibilities<br>expressly specified in the Finance Documents to which it is expressed<br>to be a party (and no others shall be implied).<br>26.4 Role of the Arranger<br>Except as specifically provided in the Finance Documents, the Arranger has no<br>obligations of any kind to any other Party under or in connection with any<br>Finance Document.<br>26.5 No fiduciary duties<br>(a) Nothing in any Finance Document constitutes the Agent or the Arranger<br>as a trustee (Treuhänder) of any other person. Neither the Agent nor the<br>Arranger has any financial or commercial duty of care<br>(Vermögensfürsorgepflicht) for any person.<br>(b) None of the Agent, the Arranger or any Ancillary Lender shall be bound<br>to account to any Lender for any sum or the profit element of any sum<br>received by it for its own account.<br>26.6 Business with the Group<br>The Agent, the Arranger and each Ancillary Lender may accept deposits from,<br>lend money to and generally engage in any kind of banking or other business<br>with any member of the Group.<br>26.7 Rights and discretions<br>(a) The Agent may:<br>(i) rely on any representation, communication, notice or document<br>believed by it to be genuine, correct and appropriately<br>authorised;<br>(ii) assume that:<br>(A) any instructions received by it from the Majority<br>Lenders, any Lenders or any group of Lenders are duly
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160<br>#4853-4198-8303<br>given in accordance with the terms of the Finance<br>Documents; and<br>(B) unless it has received notice of revocation, that those<br>instructions have not been revoked; and<br>(iii) rely on a certificate from any person:<br>(A) as to any matter of fact or circumstance which might<br>reasonably be expected to be within the knowledge of<br>that person; or<br>(B) to the effect that such person approves of any particular<br>dealing, transaction, step, action or thing,<br>as sufficient evidence that that is the case and, in the case of paragraph<br>(A) above, may assume the truth and accuracy of that certificate.<br>(b) The Agent may assume (unless it has received notice to the contrary in<br>its capacity as agent for the Lenders) that:<br>(i) no Default has occurred (unless it has actual knowledge of a<br>Default arising under Clause 23.1 (Non-payment));<br>(ii) any right, power, authority or discretion vested in any Party or<br>any group of Lenders has not been exercised; and<br>(iii) any notice or request made by the Company (other than a<br>Utilisation Request) is made on behalf of and with the consent<br>and knowledge of all the Obligors.<br>(c) The Agent may engage and pay for the advice or services of any lawyers,<br>accountants, tax advisers, surveyors or other professional advisers or<br>experts.<br>(d) Without prejudice to the generality of paragraph (c) above or paragraph<br>(e) below, the Agent may at any time engage and pay for the services of<br>any lawyers to act as independent counsel to the Agent (and so separate<br>from any lawyers instructed by the Lenders) if the Agent in its<br>reasonable opinion deems this to be necessary.<br>(e) The Agent may rely on the advice or services of any lawyers,<br>accountants, tax advisers, surveyors or other professional advisers or<br>experts (whether obtained by the Agent or by any other Party) and shall<br>not be liable for any damages, costs or losses to any person, any<br>diminution in value or any liability whatsoever arising as a result of its<br>so relying.
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161<br>#4853-4198-8303<br>(f) The Agent may act in relation to the Finance Documents through its<br>officers, employees and agents.<br>(g) Unless a Finance Document expressly provides otherwise the Agent<br>may disclose to any other Party any information it reasonably believes<br>it has received as agent under this Agreement.<br>(h) Without prejudice to the generality of paragraph (g) above, the Agent:<br>(i) may disclose; and<br>(ii) on the written request of the Company or the Majority Lenders<br>shall, as soon as reasonably practicable, disclose,<br>the identity of a Defaulting Lender to the Company and to the other<br>Finance Parties.<br>(i) Notwithstanding any other provision of any Finance Document to the<br>contrary, neither the Agent nor the Arranger is obliged to do or omit to<br>do anything if it would or might in its reasonable opinion constitute a<br>breach of any law or regulation or a breach of a fiduciary duty or duty<br>of confidentiality. In particular, and for the avoidance of doubt, nothing<br>in any Finance Document shall be construed so as to constitute an<br>obligation of the Agent or the Arranger to perform any services which it<br>would not be entitled to render pursuant to the provisions of the German<br>Act on Rendering Legal Services (Rechtsdienstleistungsgesetz) or<br>pursuant to the provisions of the German Tax Advisory Act<br>(Steuerberatungsgesetz) or any other services that require an express<br>official approval, licence or registration, unless the Agent or Arranger<br>(as the case may be) holds the required approval, licence or registration.<br>(j) Notwithstanding any provision of any Finance Document to the<br>contrary, the Agent is not obliged to expend or risk its own funds or<br>otherwise incur any financial liability in the performance of its duties,<br>obligations or responsibilities or the exercise of any right, power,<br>authority or discretion if it has grounds for believing the repayment of<br>such funds or adequate indemnity against, or security for, such risk or<br>liability is not reasonably assured to it.<br>26.8 Responsibility for documentation<br>None of the Agent, the Arranger or any Ancillary Lender is responsible or liable<br>for:<br>(a) the adequacy, accuracy or completeness of any information (whether<br>oral or written) supplied by the Agent, the Arranger, an Ancillary<br>Lender, an Obligor or any other person in or in connection with any<br>Finance Document or the transactions contemplated in the Finance
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162<br>#4853-4198-8303<br>Documents or any other agreement, arrangement or document entered<br>into, made or executed in anticipation of, under or in connection with<br>any Finance Document;<br>(b) the legality, validity, effectiveness, adequacy or enforceability of any<br>Finance Document or the Transaction Security or any other agreement,<br>arrangement or document entered into, made or executed in anticipation<br>of, under or in connection with any Finance Document or the<br>Transaction Security; or<br>(c) any determination as to whether any information provided or to be<br>provided to any Finance Party is non-public information the use of<br>which may be regulated or prohibited by applicable law or regulation<br>relating to insider dealing or otherwise.<br>26.9 No duty to monitor<br>The Agent shall not be bound to enquire:<br>(a) whether or not any Default has occurred;<br>(b) as to the performance, default or any breach by any Party of its<br>obligations under any Finance Document; or<br>(c) whether any other event specified in any Finance Document has<br>occurred.<br>26.10 Exclusion of liability<br>(a) Without limiting paragraph (b) below (and without prejudice to any<br>other provision of any Finance Document excluding or limiting the<br>liability of the Agent or any Ancillary Lender), none of the Agent or any<br>Ancillary Lender will be liable for:<br>(i) any damages, costs or losses to any person, any diminution in<br>value, or any liability whatsoever arising as a result of taking or<br>not taking any action under or in connection with any Finance<br>Document or the Transaction Security, unless directly caused by<br>its gross negligence or wilful misconduct;<br>(ii) exercising, or not exercising, any right, power, authority or<br>discretion given to it by, or in connection with, any Finance<br>Document or the Transaction Security or any other agreement,<br>arrangement or document entered into, made or executed in<br>anticipation of, under or in connection with, any Finance<br>Document or the Transaction Security, other than by reason of<br>its gross negligence or wilful misconduct; or
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163<br>#4853-4198-8303<br>(iii) without prejudice to the generality of paragraphs (i) and (ii)<br>above, any damages, costs or losses to any person, any<br>diminution in value or any liability whatsoever (but not including<br>any claim based on the fraud of the Agent) arising as a result of:<br>(A) any act, event or circumstance not reasonably within its<br>control; or<br>(B) the general risks of investment in, or the holding of assets<br>in, any jurisdiction,<br>including (in each case and without limitation) such damages,<br>costs, losses, diminution in value or liability arising as a result<br>of: nationalisation, expropriation or other governmental actions;<br>any regulation, currency restriction, devaluation or fluctuation;<br>market conditions affecting the execution or settlement of<br>transactions or the value of assets; breakdown, failure or<br>malfunction of any third party transport, telecommunications,<br>computer services or systems; natural disasters or acts of God;<br>war, terrorism, insurrection or revolution; or strikes or industrial<br>action.<br>(b) No Party (other than the Agent or an Ancillary Lender (as applicable))<br>may take any proceedings against any officer, employee or agent of the<br>Agent or any Ancillary Lender in respect of any claim it might have<br>against the Agent or an Ancillary Lender or in respect of any act or<br>omission of any kind by that officer, employee or agent in relation to<br>any Finance Document and any officer, employee or agent of the Agent<br>or any Ancillary Lender may rely on this paragraph (b) pursuant to<br>section 328 para. 1 of the German Civil Code (Bürgerliches Gesetzbuch)<br>(echter berechtigender Vertrag zugunsten Dritter).<br>(c) The Agent will not be liable for any delay (or any related consequences)<br>in crediting an account with an amount required under the Finance<br>Documents to be paid by the Agent if the Agent has taken all necessary<br>steps as soon as reasonably practicable to comply with the regulations<br>or operating procedures of any recognised clearing or settlement system<br>used by the Agent for that purpose.<br>(d) Nothing in this Agreement shall oblige the Agent or the Arranger to<br>carry out:<br>(i) any "know your customer" or other checks in relation to any<br>person; or
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164<br>#4853-4198-8303<br>(ii) any check on the extent to which any transaction contemplated<br>by this Agreement might be unlawful for any Lender or for any<br>Affiliate of any Lender,<br>on behalf of any Lender and each Lender confirms to the Agent and the<br>Arranger that it is solely responsible for any such checks it is required<br>to carry out and that it may not rely on any statement in relation to such<br>checks made by the Agent or the Arranger.<br>(e) Without prejudice to any provision of any Finance Document excluding<br>or limiting the Agent's liability, any liability of the Agent arising under<br>or in connection with any Finance Document or the Transaction Security<br>shall be limited to the amount of actual loss which has been suffered (as<br>determined by reference to the date of default of the Agent or, if later,<br>the date on which the loss arises as a result of such default) but without<br>reference to any special conditions or circumstances known to the Agent<br>at any time which increase the amount of that loss. In no event shall the<br>Agent be liable for any loss of profits, goodwill, reputation, business<br>opportunity or anticipated saving, or for special, punitive, indirect or<br>consequential damages, whether or not the Agent has been advised of<br>the possibility of such loss or damages.<br>26.11 Lenders' indemnity to the Agent<br>Each Lender shall (in proportion to its share of the Total Commitments or, if the<br>Total Commitments are then zero, to its share of the Total Commitments<br>immediately prior to their reduction to zero) indemnify the Agent, within three<br>(3) Business Days of demand, against any cost, loss or liability incurred by the<br>Agent (otherwise than by reason of the Agent's gross negligence or wilful<br>misconduct) in acting as Agent under the Finance Documents (unless the Agent<br>has been reimbursed by an Obligor pursuant to a Finance Document).<br>26.12 Resignation of the Agent<br>(a) The Agent may resign and appoint one of its Affiliates (acting through<br>an office in France, Luxembourg, Germany or the United Kingdom) as<br>successor by giving notice to the Lenders and the Company.<br>(b) Alternatively the Agent may resign by giving thirty (30) days' notice to<br>the Lenders and the Company, in which case the Majority Lenders (with<br>the consent of the Company) may appoint a successor Agent (acting<br>through an office in France, Luxembourg, Germany or the United<br>Kingdom), provided that the consent of the Company shall not be<br>required (but a consultation with the Company) in case of an<br>appointment of a Lender as Agent.
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165<br>#4853-4198-8303<br>(c) If the Majority Lenders have not appointed a successor Agent in<br>accordance with paragraph (b) above within twenty (20) days after<br>notice of resignation was given, the retiring Agent (after consultation<br>with the Company) may appoint a successor Agent (acting through an<br>office in France, Luxembourg, Germany or the United Kingdom),<br>provided that the successor Agent is not a German Non-Cooperative<br>Jurisdiction Finance Party.<br>(d) The retiring Agent shall, at its own cost, make available to the successor<br>Agent such documents and records and provide such assistance as the<br>successor Agent may reasonably request for the purposes of performing<br>its functions as Agent under the Finance Documents.<br>(e) The Agent's resignation notice shall only take effect upon the<br>appointment of a successor.<br>(f) Upon the appointment of a successor, the retiring Agent shall be<br>discharged from any further obligation in respect of the Finance<br>Documents (other than its obligations under paragraph (d) above) but<br>shall remain entitled to the benefit of Clause 16.3 (Indemnity to the<br>Agent) and this Clause 26 (and any agency fees for the account of the<br>retiring Agent shall cease to accrue from (and shall be payable on) that<br>date). Any successor and each of the other Parties shall have the same<br>rights and obligations amongst themselves as they would have had if<br>such successor had been an original Party.<br>(g) The Agent shall resign in accordance with paragraph (b) above (and, to<br>the extent applicable, shall use reasonable endeavours to appoint a<br>successor Agent pursuant to paragraph (c) above) if on or after the date<br>which is three (3) months before the earliest FATCA Application Date<br>relating to any payment to the Agent under the Finance Documents,<br>either:<br>(i) the Agent fails to respond to a request under Clause 14.8 (FATCA<br>Information) and the Company or a Lender reasonably believes<br>that the Agent will not be (or will have ceased to be) a FATCA<br>Exempt Party on or after that FATCA Application Date;<br>(ii) the information supplied by the Agent pursuant to Clause 14.8<br>(FATCA Information) indicates that the Agent will not be (or will<br>have ceased to be) a FATCA Exempt Party on or after that<br>FATCA Application Date; or<br>(iii) the Agent notifies the Company and the Lenders that the Agent<br>will not be (or will have ceased to be) a FATCA Exempt Party<br>on or after that FATCA Application Date;
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166<br>#4853-4198-8303<br>and (in each case) the Company or a Lender reasonably believes that a<br>Party will be required to make a FATCA Deduction that would not be<br>required if the Agent were a FATCA Exempt Party, and the Company<br>or that Lender, by notice to the Agent, requires it to resign.<br>26.13 Replacement of Agent<br>(a) With the consent of the Company, the Majority Lenders may, by giving<br>thirty (30) days' notice to the Agent (or, at any time the Agent is an<br>Impaired Agent, by giving any shorter notice determined by the Majority<br>Lenders) replace the Agent by appointing a successor Agent (acting<br>through an office in France, Luxembourg, Germany or the United<br>Kingdom), provided that the consent of the Company shall not be<br>required (but a consultation with the Company) in case of an<br>appointment of a Lender as Agent.<br>(b) The retiring Agent shall (at its own cost if it is an Impaired Agent and<br>otherwise at the expense of the Lenders) make available to the successor<br>Agent such documents and records and provide such assistance as the<br>successor Agent may reasonably request for the purposes of performing<br>its functions as Agent under the Finance Documents.<br>(c) The appointment of the successor Agent shall take effect on the date<br>specified in the notice from the Majority Lenders to the retiring Agent.<br>As from this date, the retiring Agent shall be discharged from any further<br>obligation in respect of the Finance Documents (other than its<br>obligations under paragraph (b) above) but shall remain entitled to the<br>benefit of Clause 16.3 (Indemnity to the Agent) and this Clause 26 (and<br>any agency fees for the account of the retiring Agent shall cease to<br>accrue from (and shall be payable on) that date).<br>(d) Any successor Agent and each of the other Parties shall have the same<br>rights and obligations amongst themselves as they would have had if<br>such successor had been an original Party.<br>26.14 Confidentiality<br>(a) In acting as agent for the Finance Parties, the Agent shall be regarded as<br>acting through its agency division which shall be treated as a separate<br>entity from any other of its divisions or departments.<br>(b) If information is received by another division or department of the<br>Agent, it may be treated as confidential to that division or department<br>and the Agent shall not be deemed to have notice of it.
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167<br>#4853-4198-8303<br>26.15 Relationship with the Lenders<br>(a) Subject to Clause 24.8 (Pro rata interest settlement), the Agent may<br>treat the person shown in its records as Lender at the opening of business<br>(in the place of the Agent's principal office as notified to the Finance<br>Parties from time to time) as the Lender acting through its Facility<br>Office:<br>(i) entitled to or liable for any payment due under any Finance<br>Document on that day; and<br>(ii) entitled to receive and act upon any notice, request, document or<br>communication or make any decision or determination under any<br>Finance Document made or delivered on that day,<br>unless it has received not less than five (5) Business Days' prior notice<br>from that Lender to the contrary in accordance with the terms of this<br>Agreement.<br>(b) Any Lender may by notice to the Agent appoint a person to receive on<br>its behalf all notices, communications, information and documents to be<br>made or despatched to that Lender under the Finance Documents. Such<br>notice shall contain the address and (where communication by electronic<br>mail or other electronic means is permitted under<br>Clause 31.6 (Electronic communication)) electronic mail address and/or<br>any other information required to enable the transmission of information<br>by that means (and, in each case, the department or officer, if any, for<br>whose attention communication is to be made) and be treated as a<br>notification of a substitute address, electronic mail address (or such other<br>information), department and officer by that Lender for the purposes of<br>Clause 31.2 (Addresses) and paragraph (a)(ii) of Clause 31.6 (Electronic<br>communication) and the Agent shall be entitled to treat such person as<br>the person entitled to receive all such notices, communications,<br>information and documents as though that person were that Lender.<br>26.16 Agent's management time<br>On and at any time after the occurrence of an Event of Default which is<br>continuing any amount payable to the Agent under Clause 16.3 (Indemnity to<br>the Agent), Clause 18 (Costs and expenses) and Clause 26.11 (Lenders'<br>indemnity to the Agent) shall include the cost of utilising the Agent's<br>management time or other resources and will be calculated on the basis of such<br>reasonable daily or hourly rates agreed between the Agent and the Company,<br>and is in addition to any fee paid or payable to the Agent under Clause 13 (Fees).
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168<br>#4853-4198-8303<br>26.17 Credit appraisal by the Lenders and Ancillary Lenders<br>Without affecting the responsibility of any Obligor for information supplied by<br>it or on its behalf in connection with any Finance Document, each Lender and<br>Ancillary Lender confirms to the Agent, the Arranger and each Ancillary Lender<br>that it has been, and will continue to be, solely responsible for making its own<br>independent appraisal and investigation of all risks arising under or in<br>connection with any Finance Document including but not limited to:<br>(a) the financial condition, status and nature of each member of the Group;<br>(b) the legality, validity, effectiveness, adequacy or enforceability of any<br>Finance Document, the Transaction Security and any other agreement,<br>arrangement or document entered into, made or executed in anticipation<br>of, under or in connection with any Finance Document or the<br>Transaction Security;<br>(c) whether that Lender or Ancillary Lender has recourse, and the nature<br>and extent of that recourse, against any Party or any of its respective<br>assets under or in connection with any Finance Document, the<br>Transaction Security, the transactions contemplated by the Finance<br>Documents or any other agreement, arrangement or document entered<br>into, made or executed in anticipation of, under or in connection with<br>any Finance Document or the Transaction Security;<br>(d) the adequacy, accuracy or completeness of any information provided by<br>the Agent, any Party or by any other person under or in connection with<br>any Finance Document, the transactions contemplated by any Finance<br>Document or any other agreement, arrangement or document entered<br>into, made or executed in anticipation of, under or in connection with<br>any Finance Document; and<br>(e) the right or title of any person in or to, or the value or sufficiency of any<br>part of the Charged Property, the priority of any of the Transaction<br>Security or the existence of any Security affecting the Charged Property.<br>26.18 Deduction from amounts payable by the Agent<br>If any Party owes an amount to the Agent under the Finance Documents the<br>Agent may, after giving notice to that Party, deduct an amount not exceeding<br>that amount from any payment to that Party which the Agent would otherwise<br>be obliged to make under the Finance Documents and apply the amount<br>deducted in or towards satisfaction of the amount owed. For the purposes of the<br>Finance Documents that Party shall be regarded as having received any amount<br>so deducted.
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169<br>#4853-4198-8303<br>26.19 Amounts paid in error<br>(a) If the Agent pays an amount to another Party and within five (5)<br>Business Days of the date of payment the Agent notifies that Party that<br>such payment was an Erroneous Payment then the Party to whom that<br>amount was paid by the Agent shall on demand refund the same to the<br>Agent if and to the extent the Agent has provided to such other Party a<br>confirmation in relation to the relevant amount, accompanied by a<br>reasonably detailed calculation of such amount.<br>(b) Neither:<br>(i) the obligations of any Party to the Agent; nor<br>(ii) the remedies of the Agent,<br>(whether arising under this Clause 26.19 or otherwise) which relate to<br>an Erroneous Payment will be affected by any act, omission, matter or<br>thing which, but for this paragraph (b), would reduce, release or<br>prejudice any such obligation or remedy (whether or not known by the<br>Agent or any other Party).<br>(c) All payments to be made by a Party to the Agent (whether made pursuant<br>to this Clause 26.19 or otherwise) which relate to an Erroneous Payment<br>shall be calculated and be made without (and free and clear of any<br>deduction for) set-off or counterclaim.<br>(d) In this Agreement, Erroneous Payment means a payment of an amount<br>by the Agent to another Party which the Agent specifically determines<br>(in its sole discretion) was made in error.<br>27. CONDUCT OF BUSINESS BY THE FINANCE PARTIES<br>No provision of this Agreement will:<br>(a) interfere with the right of any Finance Party to arrange its affairs (tax or<br>otherwise) in whatever manner it thinks fit;<br>(b) oblige any Finance Party to investigate or claim any credit, relief,<br>remission or repayment available to it or the extent, order and manner of<br>any claim; or<br>(c) oblige any Finance Party to disclose any information relating to its<br>affairs (tax or otherwise) or any computations in respect of Tax.
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170<br>#4853-4198-8303<br>28. SHARING AMONG THE FINANCE PARTIES<br>28.1 Payments to Finance Parties<br>(a) If a Finance Party (a Recovering Finance Party) receives or recovers<br>any amount from an Obligor other than in accordance with Clause 29<br>(Payment mechanics) and applies that amount to a payment due under<br>the Finance Documents then:<br>(i) the Recovering Finance Party shall, within three (3) Business<br>Days, notify details of the receipt or recovery to the Agent;<br>(ii) the Agent shall determine whether the receipt or recovery is in<br>excess of the amount the Recovering Finance Party would have<br>been paid had the receipt or recovery been received or made by<br>the Agent and distributed in accordance with Clause 29<br>(Payment mechanics), without taking account of any Tax which<br>would be imposed on the Agent in relation to the receipt,<br>recovery or distribution; and<br>(iii) the Recovering Finance Party shall, within three (3) Business<br>Days of demand by the Agent, pay to the Agent an amount (the<br>Sharing Payment) equal to such receipt or recovery less any<br>amount which the Agent determines may be retained by the<br>Recovering Finance Party as its share of any payment to be<br>made, in accordance with Clause 29.6 (Partial payments).<br>(b) Paragraph (a) above shall not apply to any amount received or recovered<br>by an Ancillary Lender in respect of any cash cover provided for the<br>benefit of that Ancillary Lender.<br>28.2 Redistribution of payments<br>The Agent shall treat the Sharing Payment as if it had been paid by the relevant<br>Obligor and distribute it between the Finance Parties (other than the Recovering<br>Finance Party) in accordance with Clause 29.5 (Partial payments).<br>28.3 Recovering Finance Party's rights<br>(a) On a distribution by the Agent under Clause 28.2 (Redistribution of<br>payments), the Recovering Finance Party shall be entitled to receive by<br>way of assignment the rights of the Finance Parties to the extent they<br>have shared in the redistribution.<br>(b) If and to the extent that the Recovering Finance Party is not able to rely<br>on its rights under paragraph (a) above, the relevant Obligor shall be<br>liable to the Recovering Finance Party for a debt equal to the Sharing<br>Payment which is immediately due and payable.
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171<br>#4853-4198-8303<br>28.4 Reversal of redistribution<br>If any part of the Sharing Payment received or recovered by a Recovering<br>Finance Party becomes repayable and is repaid by that Recovering Finance<br>Party, then:<br>(a) each Finance Party which has received a share of the relevant Sharing<br>Payment pursuant to Clause 28.2 (Redistribution of payments) shall,<br>upon request of the Agent, pay to the Agent for account of that<br>Recovering Finance Party an amount equal to the appropriate part of its<br>share of the Sharing Payment (together with an amount as is necessary<br>to reimburse that Recovering Finance Party for its proportion of any<br>interest on the Sharing Payment which that Recovering Finance Party is<br>required to pay); and<br>(b) that Recovering Finance Party's rights of assignment in respect of any<br>reimbursement shall be cancelled and the relevant Obligor will be liable<br>to the reimbursing Finance Party for the amount so reimbursed and the<br>Recovering Finance Party shall re-assign any claims assigned to it<br>pursuant to paragraph (a) of Clause 28.3 (Recovering Finance Party's<br>rights).<br>28.5 Exceptions<br>(a) This Clause 28 shall not apply to the extent that the Recovering Finance<br>Party would not, after making any payment pursuant to this Clause, have<br>a valid and enforceable claim against the relevant Obligor.<br>(b) A Recovering Finance Party is not obliged to share with any other<br>Finance Party any amount which the Recovering Finance Party has<br>received or recovered as a result of taking legal or arbitration<br>proceedings, if:<br>(i) it notified that other Finance Party of the legal or arbitration<br>proceedings; and<br>(ii) that other Finance Party had an opportunity to participate in<br>those legal or arbitration proceedings but did not do so as soon<br>as reasonably practicable having received notice and did not take<br>separate legal or arbitration proceedings.<br>28.6 Ancillary Lenders<br>(a) This Clause 28 shall not apply to any receipt or recovery by a Lender in<br>its capacity as an Ancillary Lender at any time prior to service of notice<br>under Clause 23.17 (Acceleration).
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172<br>#4853-4198-8303<br>(b) Following service of notice under Clause 23.17 (Acceleration), this<br>Clause 28 shall apply to all receipts or recoveries by Ancillary Lenders<br>(where the Ancillary Facility is provided on a net limit basis except to<br>the extent that the receipt or recovery represents a reduction of any gross<br>outstandings down to the net limit).
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173<br>#4853-4198-8303<br>SECTION 11<br>ADMINISTRATION<br>29. PAYMENT MECHANICS<br>29.1 Payments to the Agent<br>(a) On each date on which an Obligor or a Lender is required to make a<br>payment under a Finance Document, excluding a payment under the<br>terms of an Ancillary Document, that Obligor or Lender shall make the<br>same available to the Agent (unless a contrary indication appears in a<br>Finance Document) for value on the due date at the time and in such<br>funds specified by the Agent as being customary at the time for<br>settlement of transactions in the relevant currency in the place of<br>payment.<br>(b) Payment shall be made to such account in the principal financial centre<br>of the country of that currency (or, in relation to euro, in a principal<br>financial centre in such Participating Member State or London, as<br>specified by the Agent) and with such bank as the Agent, in each case,<br>specifies, other than a French Non-Cooperative Jurisdiction as far as<br>payments from French Guarantors are concerned.<br>29.2 Distributions by the Agent<br>Each payment received by the Agent under the Finance Documents for another<br>Party shall, subject to Clause 29.3 (Distributions to an Obligor) and Clause 29.4<br>(Clawback and pre-funding) be made available by the Agent as soon as<br>practicable after receipt to the Party entitled to receive payment in accordance<br>with this Agreement (in the case of a Lender, for the account of its Facility<br>Office), to such account and with such bank in the US, any Participating<br>Member State or the United Kingdom as that Party may notify to the Agent by<br>not less than five (5) Business Days' notice.<br>29.3 Distributions to an Obligor<br>The Agent may (with the consent of the Obligor or in accordance with Clause 30<br>(Set-off)) apply any amount received by it for that Obligor in or towards<br>payment (on the date and in the currency and funds of receipt) of any amount<br>due from that Obligor under the Finance Documents or in or towards purchase<br>of any amount of any currency to be so applied.<br>29.4 Clawback and pre-funding<br>(a) Where a sum is to be paid to the Agent under the Finance Documents<br>for another Party, the Agent is not obliged to pay that sum to that other<br>Party (or to enter into or perform any related exchange contract) until it
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174<br>#4853-4198-8303<br>has been able to establish to its satisfaction that it has actually received<br>that sum.<br>(b) Unless paragraph (c) below applies, if the Agent pays an amount to<br>another Party and it proves to be the case that the Agent had not actually<br>received that amount, then the Party to whom that amount (or the<br>proceeds of any related exchange contract) was paid by the Agent shall<br>on demand refund the same to the Agent together with interest on that<br>amount from the date of payment to the date of receipt by the Agent,<br>calculated by the Agent to reflect its cost of funds.<br>(c) If the Agent is willing to make available amounts for the account of a<br>Borrower before receiving funds from the Lenders then if and to the<br>extent that the Agent does so but it proves to be the case that it does not<br>then receive funds from a Lender in respect of a sum which it paid to a<br>Borrower:<br>(i) the Agent shall notify the Company of that Lender's identity and<br>the Borrower to whom that sum was made available shall on<br>demand refund it to the Agent; and<br>(ii) the Lender by whom those funds should have been made<br>available or, if that Lender fails to do so, the Borrower to whom<br>that sum was made available, shall on demand pay to the Agent<br>the amount (as certified by the Agent) which will indemnify the<br>Agent against any funding cost incurred by it as a result of paying<br>out that sum before receiving those funds from that Lender.<br>29.5 Impaired Agent<br>(a) If, at any time, the Agent becomes an Impaired Agent, an Obligor or a<br>Lender which is required to make a payment under the Finance<br>Documents to the Agent in accordance with Clause 29.1 (Payments to<br>the Agent) may instead either:<br>(i) pay that amount direct to the required recipient(s); or<br>(ii) if in its absolute discretion it considers that it is not reasonably<br>practicable to pay that amount direct to the required recipient(s),<br>pay that amount or the relevant part of that amount to an interest-bearing account held with an Acceptable Bank and in relation to<br>which no Insolvency Event has occurred and is continuing, in the<br>name of the Obligor or the Lender making the payment (the<br>Paying Party) and designated as a trust account for the benefit<br>of the Party or Parties beneficially entitled to that payment under<br>the Finance Documents (the Recipient Party or Recipient<br>Parties).
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175<br>#4853-4198-8303<br>In each case such payments must be made on the due date for payment<br>under the Finance Documents.<br>(b) All interest accrued on the amount standing to the credit of the trust<br>account shall be for the benefit of the Recipient Party or the Recipient<br>Parties pro rata to their respective entitlements.<br>(c) A Party which has made a payment in accordance with this Clause 29.5<br>shall be discharged of the relevant payment obligation under the Finance<br>Documents and shall not take any credit risk with respect to the amounts<br>standing to the credit of the trust account.<br>(d) Promptly upon the appointment of a successor Agent in accordance with<br>Clause 26.13 (Replacement of Agent), each Paying Party shall (other<br>than to the extent that that Party has given an instruction pursuant to<br>paragraph (e) below) give all requisite instructions to the bank with<br>whom the trust account is held to transfer the amount (together with any<br>accrued interest) to the successor Agent for distribution to the relevant<br>Recipient Party or Recipient Parties in accordance with Clause 29.2<br>(Distributions by the Agent).<br>(e) A Paying Party shall, promptly upon request by a Recipient Party and to<br>the extent:<br>(i) that it has not given an instruction pursuant to paragraph (d)<br>above; and<br>(ii) that it has been provided with the necessary information by that<br>Recipient Party,<br>give all requisite instructions to the bank with whom the trust account is<br>held to transfer the relevant amount (together with any accrued interest)<br>to that Recipient Party.<br>29.6 Partial payments<br>(a) If the Agent receives a payment that is insufficient to discharge all the<br>amounts then due and payable by an Obligor under the Finance<br>Documents, the Agent shall apply that payment towards the obligations<br>of that Obligor under the Finance Documents in the following order:<br>(i) first, in or towards payment pro rata of any unpaid amount<br>owing to the Agent under the Finance Documents;<br>(ii) secondly, in or towards payment pro rata of any accrued interest,<br>fee or commission due but unpaid under this Agreement;
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176<br>#4853-4198-8303<br>(iii) thirdly, in or towards payment pro rata of any principal due but<br>unpaid under this Agreement; and<br>(iv) fourthly, in or towards payment pro rata of any other sum due<br>but unpaid under the Finance Documents.<br>(b) The Agent shall, if so directed by the Majority Lenders, vary the order<br>set out in paragraphs (a)(ii) to (iv) above.<br>(c) Paragraphs (a) and (b) above will override any appropriation made by<br>an Obligor.<br>29.7 No set-off by Obligors<br>All payments to be made by an Obligor under the Finance Documents shall be<br>calculated and be made without (and free and clear of any deduction for) set-off<br>or counterclaim, unless the counterclaim is undisputed or has been confirmed in<br>a final non-appealable judgement. Any New Lender and any recipient of<br>security over Lenders' rights according to Clause 24.7 (Security over Lenders'<br>rights) may rely on this Clause 29.7, in the case of any New Lender to whom<br>rights have been assigned according to Clause 24.2 (Conditions of assignment<br>or assignment and transfer by assumption of contract (Vertragsübernahme))<br>and any recipient of security over Lenders' rights, pursuant to section 328 para. 1<br>of the German Civil Code (Bürgerliches Gesetzbuch) (echter berechtigender<br>Vertrag zugunsten Dritter).<br>29.8 Business Days<br>(a) Any payment under the Finance Documents which is due to be made on<br>a day that is not a Business Day shall be made on the next Business Day<br>in the same calendar month (if there is one) or the preceding Business<br>Day (if there is not).<br>(b) During any extension of the due date for payment of any principal or<br>Unpaid Sum under this Agreement interest is payable on the principal or<br>Unpaid Sum at the rate payable on the original due date.<br>29.9 Currency of account<br>(a) Subject to paragraphs (b) to (e) below, the Base Currency is the currency<br>of account and payment for any sum due from an Obligor under any<br>Finance Document.<br>(b) A repayment of a Loan or Unpaid Sum or a part of a Loan or Unpaid<br>Sum shall be made in the currency in which that Loan or Unpaid Sum is<br>denominated, pursuant to this Agreement, on its due date.
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177<br>#4853-4198-8303<br>(c) Each payment of interest shall be made in the currency in which the sum<br>in respect of which the interest is payable was denominated, pursuant to<br>this Agreement, when that interest accrued.<br>(d) Each payment in respect of costs, expenses or Taxes shall be made in<br>the currency in which the costs, expenses or Taxes are incurred.<br>(e) Any amount expressed to be payable in a currency other than the Base<br>Currency shall be paid in that other currency.<br>29.10 Change of currency<br>(a) Unless otherwise prohibited by law, if more than one currency or<br>currency unit are at the same time recognised by the central bank of any<br>country as the lawful currency of that country, then:<br>(i) any reference in the Finance Documents to, and any obligations<br>arising under the Finance Documents in, the currency of that<br>country shall be translated into, or paid in, the currency or<br>currency unit of that country designated by the Agent (acting<br>reasonably and after consultation with the Company); and<br>(ii) any translation from one currency or currency unit to another<br>shall be at the official rate of exchange recognised by the central<br>bank for the conversion of that currency or currency unit into the<br>other, rounded up or down by the Agent (acting reasonably and<br>after consultation with the Company).<br>(b) If a change in any currency of a country occurs, this Agreement will, to<br>the extent the Agent (acting reasonably and after consultation with the<br>Company) specifies to be necessary, be amended to comply with any<br>generally accepted conventions and market practice in the Relevant<br>Market and otherwise to reflect the change in currency.<br>30. SET-OFF<br>(a) A Finance Party may set off any matured obligation due from an Obligor<br>under the Finance Documents against any satisfiable (erfüllbar)<br>obligation (within the meaning of section 387 of the German Civil Code<br>(Bürgerliches Gesetzbuch)) owed by that Finance Party to that Obligor,<br>regardless of the place of payment, booking branch or currency of either<br>obligation. If the obligations are in different currencies, the Finance<br>Party may convert either obligation at a market rate of exchange in its<br>usual course of business for the purpose of the set-off.<br>(b) Any credit balances taken into account by an Ancillary Lender when<br>operating a net limit in respect of any overdraft under an Ancillary<br>Facility shall on enforcement of the Finance Documents be applied first
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178<br>#4853-4198-8303<br>in reduction of the overdraft provided under that Ancillary Facility in<br>accordance with its terms.<br>31. NOTICES<br>31.1 Communications in writing<br>Any communication to be made under or in connection with the Finance<br>Documents shall be made in writing and, unless otherwise stated, may be made<br>by e-mail or letter.<br>31.2 Addresses<br>The address and e-mail address (and the department or officer, if any, for whose<br>attention the communication is to be made) of each Party for any<br>communication or document to be made or delivered under or in connection<br>with the Finance Documents is:<br>(a)
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and<br>(d) in the case of each Arranger, each Lender, each Ancillary Lender or any<br>other Obligor, that notified in writing to the Agent on or prior to the date<br>on which it becomes a Party,<br>or any substitute address or e-mail address or department or officer as the Party<br>may notify to the Agent (or the Agent may notify to the other Parties, if a change<br>is made by the Agent) by not less than five (5) Business Days' notice.<br>31.3 Delivery<br>(a) Any communication or document made or delivered by one person to<br>another under or in connection with the Finance Documents will only be<br>effective when received (zugegangen), in particular:<br>(i) if by way of email, when received in legible form; or<br>(ii) if by way of letter, when it has been left at the relevant address,<br>and, if a particular department or officer is specified as part of its address<br>details provided under Clause 31.2 (Addresses), if addressed to that<br>department or officer.<br>(b) Any communication or document to be made or delivered to the Agent<br>will be effective only when actually received by the Agent and then only<br>if it is expressly marked for the attention of the department or officer<br>identified with the Agent's signature below (or any substitute department<br>or officer as the Agent shall specify for this purpose).<br>(c) All notices from or to an Obligor shall be sent through the Agent.<br>(d) Any communication or document by the Finance Parties to the Obligors<br>may be made or delivered to the Company for its own account and for<br>the account of the Obligors. For that purpose each Obligor appoints the<br>Company as its agent of receipt (Empfangsvertreter).<br>(e) Any communication or document which becomes effective, in<br>accordance with paragraphs (a) to (d) above, after 5.00 p.m. in the place<br>of receipt shall be deemed only to become effective on the following<br>day.
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180<br>#4853-4198-8303<br>31.4 Notification of address and e-mail address<br>Promptly upon changing its address or e-mail address, the Agent shall notify the<br>other Parties.<br>31.5 Communication when Agent is Impaired Agent<br>If the Agent is an Impaired Agent the Parties may, instead of communicating<br>with each other through the Agent, communicate with each other directly and<br>(while the Agent is an Impaired Agent) all the provisions of the Finance<br>Documents which require communications to be made or notices to be given to<br>or by the Agent shall be varied so that communications may be made and notices<br>given to or by the relevant Parties directly. This provision shall not operate after<br>a replacement Agent has been appointed.<br>31.6 Electronic communication<br>(a) Any communication or document to be made or delivered by one Party<br>to another under or in connection with the Finance Documents may be<br>made or delivered by electronic mail (including unencrypted electronic<br>mail) or other electronic means (including, without limitation, by way<br>of posting to a secure website) if those two Parties:<br>(i) notify each other in writing of their electronic mail address<br>and/or any other information required to enable the transmission<br>of information by that means; and<br>(ii) notify each other of any change to their address or any other such<br>information supplied by them by not less than five (5) Business<br>Days' notice.<br>(b) Any such electronic communication or delivery as specified in<br>paragraph (a) above to be made between an Obligor and a Finance Party<br>may only be made in that way to the extent that those two Parties agree<br>that, unless and until notified to the contrary, this is to be an accepted<br>form of communication or delivery.<br>(c) Any such electronic communication or document as specified in<br>paragraph (a) above made or delivered by one Party to another will be<br>effective only when actually received (or made available) in readable<br>form and in the case of any electronic communication or document made<br>or delivered by a Party to the Agent only if it is addressed in such a<br>manner as the Agent shall specify for this purpose.<br>(d) Any electronic communication or document which becomes effective,<br>in accordance with paragraph (c) above, after 5:00 p.m. in the place in<br>which the Party to whom the relevant communication or document is
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181<br>#4853-4198-8303<br>sent or made available has its address for the purpose of this Agreement<br>shall be deemed only to become effective on the following day.<br>(e) Any reference in a Finance Document to a communication being sent or<br>received or a document being delivered shall be construed to include that<br>communication or document being made available in accordance with<br>this Clause 31.6.<br>31.7 English language<br>(a) Any notice given under or in connection with any Finance Document<br>must be in English.<br>(b) All other documents (other than the corporate documents referred to in<br>Schedule 2 (Conditions Precedent) which may be in German or any<br>other language being the original language of such document) provided<br>under or in connection with any Finance Document must be:<br>(i) in English; or<br>(ii) if not in English, and if so required by the Agent, accompanied<br>by a certified English translation and, in this case, the English<br>translation will prevail unless the document is a constitutional,<br>statutory or other official document.<br>32. CALCULATIONS AND CERTIFICATES<br>32.1 Accounts<br>In any litigation or arbitration proceedings arising out of or in connection with<br>a Finance Document, the entries made in the accounts maintained by a Finance<br>Party are prima facie evidence of the matters to which they relate.<br>32.2 Certificates and Determinations<br>(a) The Finance Parties make the certifications or determinations of a rate<br>or amount under any Finance Document in the exercise of their<br>unilateral right to specify performance (einseitiges<br>Leistungsbestimmungsrecht) which they will exercise with reasonable<br>discretion (billiges Ermessen).<br>(b) The Parties agree not to dispute in any legal proceeding the correctness<br>of the determinations and certifications of a rate or amount made by a<br>Finance Party under any Finance Document unless the determinations<br>or certifications are inaccurate on their face or fraud can be shown.
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182<br>#4853-4198-8303<br>32.3 Day count convention and interest calculation<br>(a) Any interest, commission or fee accruing under a Finance Document<br>will accrue from day to day and the amount of any such interest,<br>commission or fee is calculated:<br>(i) on the basis of the actual number of days elapsed and a year of<br>360 days or, in any case where the practice in the Relevant<br>Market differs, in accordance with that market practice; and<br>(ii) subject to paragraph (b) below, without rounding.<br>(b) The aggregate amount of any accrued interest, commission or fee which<br>is or becomes, payable by an Obligor under a Finance Document shall<br>be rounded to two decimal places.<br>33. PARTIAL INVALIDITY<br>The Parties agree that should at any time, any provisions of this Agreement be<br>or become void (nichtig), invalid or due to any reason ineffective (unwirksam)<br>this will indisputably (unwiderlegbar) not affect the validity or effectiveness of<br>the remaining provisions and this Agreement will remain valid and effective,<br>save for the void, invalid or ineffective provisions, without any Party having to<br>argue (darlegen) and prove (beweisen) the Parties' intent to uphold this<br>Agreement even without the void, invalid or ineffective provisions.<br>The void, invalid or ineffective provision shall be deemed replaced by such<br>valid and effective provision that in legal and economic terms comes closest to<br>what the Parties intended or would have intended in accordance with the<br>purpose of this Agreement if they had considered the point at the time of<br>conclusion of this Agreement.<br>34. REMEDIES AND WAIVERS<br>No failure to exercise, nor any delay in exercising, on the part of any Finance<br>Party, any right or remedy under a Finance Document shall operate as a waiver<br>of any such right or remedy or constitute an election to affirm any of the Finance<br>Documents. No election to affirm any Finance Document on the part of any<br>Finance Party shall be effective unless it is in writing. No single or partial<br>exercise of any right or remedy shall prevent any further or other exercise or the<br>exercise of any other right or remedy. The rights and remedies provided in each<br>Finance Document are cumulative and not exclusive of any rights or remedies<br>provided by law.
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183<br>#4853-4198-8303<br>35. AMENDMENTS AND WAIVERS<br>35.1 Required consents<br>(a) Subject to Clause 35.2 (All Lender matters) and Clause 35.3 (Other<br>exceptions) any term of the Finance Documents may be amended or<br>waived only with the consent of the Majority Lenders and the Company<br>and any such amendment or waiver will be binding on all Parties.<br>(b) The Agent may effect, on behalf of any Finance Party, any amendment<br>or waiver permitted by this Clause 35.<br>35.2 All Lender matters<br>Subject to Clause 35.4 (Replacement of Screen Rate) an amendment or waiver<br>of or in relation to, any term of any Finance Document that has the effect of<br>changing or which relates to:<br>(a) the definition of "Majority Lenders" in Clause 1.1 (Definitions);<br>(b) an extension to the date of payment of any amount under the Finance<br>Documents;<br>(c) a reduction in the Margin or a reduction in the amount of any payment<br>of principal, interest, fees or commission payable;<br>(d) a change in currency of payment of any amount under the Finance<br>Documents;<br>(e) an increase in any Commitment, an extension of the Availability Period<br>or any requirement that a cancellation of Commitments reduces the<br>Commitments of the Lenders rateably under the Facility;<br>(f) a change to the Borrowers or the Guarantors other than in accordance<br>with Clause 25 (Changes to the Obligors);<br>(g) a release of the Transaction Security or amendment to the Transaction<br>Security Documents unless permitted under this Agreement or any other<br>Finance Document;<br>(h) any provision which expressly requires the consent of all the Lenders;<br>(i) Clause 2.3 (Increase – Accordion Option), Clause 2.4 (Finance Parties'<br>rights and obligations), Clause 6.1 (Delivery of a Utilisation Request),<br>Clause 9.1 (Illegality), Clause 9.2 (Change of control),<br>Clause 10.4 (ESG Margin adjustment), Clause 19.16 (Sanctions, anti-corruption, anti-bribery and anti-money laundering) (including related<br>definitions), Clause 22.10 (Sanctions) (including related definitions),<br>Clause 22.11 (Anti-corruption, anti-bribery and anti-money laundering)
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184<br>#4853-4198-8303<br>(including related definitions), Clause 24 (Changes to the Lenders),<br>Clause 25 (Changes to the Obligors), Clause 28 (Sharing among the<br>Finance Parties), this Clause 35, Clause 39 (Governing law) or Clause<br>40 (Jurisdiction); and<br>(j) the nature or scope or release of the guarantee and indemnity granted<br>under Clause 2 (Guarantee and indemnity) of the Guarantee and<br>Security Trust Agreement,<br>shall not be made without the prior consent of all the Lenders.<br>35.3 Other exceptions<br>An amendment or waiver which relates to the rights or obligations of the Agent,<br>the Arranger, the Security Agent or any Ancillary Lender (each in their capacity<br>as such) may not be effected without the consent of the Agent, the Arranger, the<br>Security Agent or that Ancillary Lender, as the case may be.<br>35.4 Replacement of Screen Rate<br>(a) Subject to Clause 35.3 (Other exceptions), if a Screen Rate Replacement<br>Event has occurred in relation to the Screen Rate, any amendment or<br>waiver which relates to:<br>(i) providing for the use of a Replacement Benchmark in place of<br>the Screen Rate; and<br>(A) aligning any provision of any Finance Document to the<br>use of that Replacement Benchmark;<br>(B) enabling that Replacement Benchmark to be used for the<br>calculation of interest under this Agreement (including,<br>without limitation, any consequential changes required to<br>enable that Replacement Benchmark to be used for the<br>purposes of this Agreement);<br>(C) implementing market conventions applicable to that<br>Replacement Benchmark;<br>(D) providing for appropriate fallback (and market<br>disruption) provisions for that Replacement Benchmark;<br>or<br>(E) adjusting the pricing to reduce or eliminate, to the extent<br>reasonably practicable, any transfer of economic value<br>from one Party to another as a result of the application of<br>that Replacement Benchmark (and if any adjustment or<br>method for calculating any adjustment has been formally
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185<br>#4853-4198-8303<br>designated, nominated or recommended by the Relevant<br>Nominating Body, the adjustment shall be determined on<br>the basis of that designation, nomination or<br>recommendation),<br>may be made with the consent of the Agent (acting on the<br>instructions of the Majority Lenders) and the Obligors.<br>(b) If any Lender fails to respond to a request for an amendment or waiver<br>described in paragraph (a) above within ten (10) Business Days (or such<br>longer time period in relation to any request which the Company and the<br>Agent may agree) of that request being made:<br>(i) its Commitment shall not be included for the purpose of<br>calculating the Total Commitments when ascertaining whether<br>any relevant percentage of Total Commitments has been<br>obtained to approve that request; and<br>(ii) its status as a Lender shall be disregarded for the purpose of<br>ascertaining whether the agreement of any specified group of<br>Lenders has been obtained to approve that request.<br>35.5 Disenfranchisement of Defaulting Lenders<br>(a) For so long as a Defaulting Lender has an Available Commitment, in<br>ascertaining:<br>(i) the Majority Lenders; or<br>(ii) whether:<br>(A) any given percentage (including, for the avoidance of<br>doubt, unanimity) of the Total Commitments; or<br>(B) the agreement of any specified group of Lenders,<br>has been obtained to approve any request for a consent, waiver,<br>amendment or other vote of Lenders under the Finance Documents,<br>that Defaulting Lender's Commitments will be reduced by the amount<br>of its Available Commitment and, to the extent that that reduction results<br>in that Defaulting Lender's Total Commitments being zero, that<br>Defaulting Lender shall be deemed not to be a Lender for the purposes<br>of paragraphs (i) and (ii) above.<br>(b) For the purposes of this Clause 35.5, the Agent may assume that the<br>following Lenders are Defaulting Lenders:
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186<br>#4853-4198-8303<br>(i) any Lender which has notified the Agent that it has become a<br>Defaulting Lender;<br>(ii) any Lender in relation to which it is aware that any of the events<br>or circumstances referred to in paragraphs (a), (b) or (c) of the<br>definition of "Defaulting Lender" has occurred,<br>unless it has received notice to the contrary from the Lender concerned<br>(together with any supporting evidence reasonably requested by the<br>Agent) or the Agent is otherwise aware that the Lender has ceased to be<br>a Defaulting Lender.<br>35.6 Excluded Commitments<br>If any Lender or Defaulting Lender fails to respond to a request for a consent,<br>waiver or amendment of or in relation to any term of any Finance Document or<br>any other vote of Lenders under the terms of this Agreement within ten (10)<br>Business Days (unless the Company and the Agent agree to a longer time period<br>(but, for the avoidance of doubt, not to a shorter time period) in relation to any<br>request) of that request being made:<br>(a) its Commitment shall not be included for the purpose of calculating the<br>Total Commitments when ascertaining whether any relevant percentage<br>(including, for the avoidance of doubt, unanimity) of Total<br>Commitments has been obtained to approve that request; and<br>(b) its status as a Lender shall be disregarded for the purpose of ascertaining<br>whether the agreement of any specified group of Lenders has been<br>obtained to approve that request.<br>35.7 Non-Consenting Lender<br>In the event that:<br>(a) the Company or the Agent (at the request of the Company) has requested<br>the Lenders to give a consent in relation to, or to agree to a waiver or<br>amendment of, any provisions of the Finance Documents;<br>(b) the consent, waiver or amendment in question requires the approval of<br>all the Lenders; and<br>(c) Lenders whose Commitments aggregate more than 66⅔ per cent. of the<br>Total Commitments (or, if the Total Commitments have been reduced<br>to zero, aggregated more than 66⅔ per cent. of the Total Commitments<br>prior to that reduction) have consented or agreed to such waiver or<br>amendment,
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187<br>#4853-4198-8303<br>then any Lender who does not and continues not to consent or agree to such<br>waiver or amendment shall be deemed a Non-Consenting Lender.<br>35.8 Replacement of a Defaulting Lender<br>(a) The Company may, at any time a Lender has become and continues to<br>be a Defaulting Lender, by giving five (5) Business Days' prior written<br>notice to the Agent and such Lender:<br>(i) replace such Lender by requiring such Lender to (and, to the<br>extent permitted by law, such Lender shall) assign and transfer<br>by way of assumption of contract (Vertragsübernahme) pursuant<br>to Clause 24 (Changes to the Lenders) all (and not part only) of<br>its rights and obligations under this Agreement;<br>(ii) require such Lender to (and, to the extent permitted by law, such<br>Lender shall) assign and transfer by way of assumption of<br>contract (Vertragsübernahme) pursuant to Clause 24 (Changes<br>to the Lenders) all (and not part only) of the Available<br>Commitment of the Lender; or<br>(iii) require such Lender to (and, to the extent permitted by law, such<br>Lender shall) assign and transfer by way of assumption of<br>contract (Vertragsübernahme) pursuant to Clause 24 (Changes<br>to the Lenders) all (and not part only) of its rights and obligations<br>in respect of the Facility,<br>to a Lender or other bank or financial institution (a Replacement<br>Lender) selected by the Company, which confirms its willingness to<br>assume and does assume all the obligations or all the relevant obligations<br>of the transferring Lender in accordance with Clause 24 (Changes to the<br>Lenders) for a purchase price in cash payable at the time of transfer in<br>an amount equal to the outstanding principal amount of such Lender's<br>participation in the outstanding Loans and all accrued interest (to the<br>extent that the Agent has not given a notification under Clause 24.8<br>(Pro-rata interest settlement)), Break Costs and other amounts payable<br>in relation thereto under the Finance Documents.<br>(b) Any transfer of rights and obligations of a Defaulting Lender pursuant<br>to this Clause 35.8 shall be subject to the following conditions:<br>(i) the Company shall have no right to replace the Agent;<br>(ii) neither the Agent nor the Defaulting Lender shall have any<br>obligation to the Company to find a Replacement Lender;
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188<br>#4853-4198-8303<br>(iii) in no event shall the Defaulting Lender be required to pay or<br>surrender to the Replacement Lender any of the fees received by<br>the Defaulting Lender pursuant to the Finance Documents; and<br>(iv) the Defaulting Lender shall only be obliged to transfer its rights<br>and obligations pursuant to paragraph (a) above once it is<br>satisfied that it has complied with all necessary "know your<br>customer" or other similar checks under all applicable laws and<br>regulations in relation to that transfer to the Replacement Lender.<br>(c) The Defaulting Lender shall perform the checks described in paragraph<br>(b)(iv) above as soon as reasonably practicable following delivery of a<br>notice referred to in paragraph (a) above and shall notify the Agent and<br>the Company when it is satisfied that it has complied with those checks.<br>36. CONFIDENTIAL INFORMATION<br>36.1 Confidentiality<br>Each Finance Party agrees to keep all Confidential Information confidential and<br>not to disclose it to anyone, save to the extent permitted by Clause 24.7 (Security<br>over Lenders' rights) and Clause 36.2 (Disclosure of Confidential Information),<br>and to ensure that all Confidential Information is protected with security<br>measures and a degree of care that would apply to its own confidential<br>information.<br>36.2 Disclosure of Confidential Information<br>Any Finance Party may, subject (where applicable) to the provisions of article<br>L. 511-33 of the French Monetary and Financial Code, disclose:<br>(a) to any of its Affiliates and Related Funds and any of its or their officers,<br>directors, employees, professional advisers, auditors, partners and<br>Representatives such Confidential Information as that Finance Party<br>shall consider appropriate if any person to whom the Confidential<br>Information is to be given pursuant to this paragraph (a) is informed in<br>writing of its confidential nature and that some or all of such<br>Confidential Information may be price-sensitive information except that<br>there shall be no such requirement to so inform if the recipient is subject<br>to professional obligations to maintain the confidentiality of the<br>information or is otherwise bound by requirements of confidentiality in<br>relation to the Confidential Information;
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189<br>#4853-4198-8303<br>(b) to any person:<br>(i)<br>(A) to (or through) whom it assigns or assigns and transfers<br>by way of assumption of contract (Vertragsübernahme)<br>(or may potentially assign or assign and transfer by way<br>of assumption of contract (Vertragsübernahme)) all or<br>any of its rights and/or obligations under one or more<br>Finance Documents and, in each case, to any of that<br>person's Affiliates, Related Funds, Representatives and<br>professional advisers;<br>(B) appointed by a person to whom paragraph (b)(i)(A)<br>above applies to receive communications, notices,<br>information or documents delivered pursuant to the<br>Finance Documents on its behalf (including, without<br>limitation, any person appointed under paragraph (b) of<br>Clause 26.15 (Relationship with the Lenders));<br>(C) who invests in or otherwise finances (or may potentially<br>invest in or otherwise finance), directly or indirectly, any<br>transaction referred to in paragraph (b)(i)(A) above;<br>in each case, such Confidential Information as that Finance Party<br>shall consider appropriate if:<br>(1) in relation to paragraphs (b)(i)(A) and (B) above,<br>the person to whom the Confidential Information<br>is to be given has entered into a Confidentiality<br>Undertaking except that there shall be no<br>requirement for a Confidentiality Undertaking if<br>the recipient is a professional adviser and is<br>subject to professional obligations to maintain the<br>confidentiality of the Confidential Information;<br>and<br>(2) in relation to paragraph (b)(i)(C) above, the<br>person to whom the Confidential Information is<br>to be given has entered into a Confidentiality<br>Undertaking or is otherwise bound by<br>requirements of confidentiality in relation to the<br>Confidential Information they receive and is<br>informed that some or all of such Confidential<br>Information may be price-sensitive information;<br>and
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190<br>#4853-4198-8303<br>(ii) appointed by a person to whom paragraph (b)(i)(A) above<br>applies to provide administration or settlement services in<br>respect of one or more of the Finance Documents including<br>without limitation, in relation to the trading of participations in<br>respect of the Finance Documents, such Confidential<br>Information as may be required to be disclosed to enable such<br>service provider to provide any of the services referred to in this<br>paragraph (ii) if the service provider to whom the Confidential<br>Information is to be given has entered into a confidentiality<br>agreement substantially in the form of the LMA Master<br>Confidentiality Undertaking for Use With<br>Administration/Settlement Service Providers or such other form<br>of confidentiality undertaking agreed between the Company and<br>the relevant Finance Party,<br>provided that the Company's prior consent is not required if<br>such disclosure is to another Lender, an Affiliate of a Lender or<br>a Representative or professional advisor of a Lender or made at<br>a time when an Event of Default is continuing.<br>(c) to any person:<br>(i) which succeeds (or which may potentially succeed) it as Agent<br>and, in each case, to any of that person's Affiliates, Related<br>Funds, Representatives, auditors and professional advisers;<br>(ii) with (or through) whom it enters into (or may potentially enter<br>into), whether directly or indirectly, any sub-participation in<br>relation to, or any other transaction under which payments are to<br>be made or may be made by reference to, one or more Finance<br>Documents and/or one or more Obligors and to any of that<br>person's Affiliates, Related Funds, Representatives and<br>professional advisers;<br>(iii) appointed by any Finance Party or by a person to whom<br>paragraph (c)(i) or (ii) above applies to receive communications,<br>notices, information or documents delivered pursuant to the<br>Finance Documents on its behalf (including, without limitation,<br>any person appointed under paragraph (b) of Clause 26.15<br>(Relationship with the Lenders));<br>(iv) who invests in or otherwise finances (or may potentially invest<br>in or otherwise finance), directly or indirectly, any transaction<br>referred to in paragraph (c)(ii) above;<br>(v) to whom information is required or requested to be disclosed by<br>any court of competent jurisdiction or any governmental,
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191<br>#4853-4198-8303<br>banking, taxation or other regulatory authority or similar body,<br>the rules of any relevant stock exchange or pursuant to any<br>applicable law or regulation;<br>(vi) to whom information is required to be disclosed in connection<br>with, and for the purposes of, any litigation, arbitration,<br>administrative or other investigations, proceedings or disputes;<br>(vii) to whom or for whose benefit that Finance Party charges, assigns<br>or otherwise creates Security (or may do so) pursuant to<br>Clause 24.7 (Security over Lenders' rights);<br>(viii) who is a Party;<br>(ix) insurers, re-insurers, insurance brokers and re-insurance brokers;<br>or<br>(x) with the consent of the Company;<br>in each case, such Confidential Information as that Finance Party<br>shall consider appropriate if:<br>(A) in relation to paragraph (c)(i), (c)(ii) and (c)(iii) above,<br>the person to whom the Confidential Information is to be<br>given has entered into a Confidentiality Undertaking<br>except that there shall be no requirement for a<br>Confidentiality Undertaking if the recipient is a<br>professional adviser and is subject to professional<br>obligations to maintain the confidentiality of the<br>Confidential Information;<br>(B) in relation to paragraph (c)(iv) above, the person to<br>whom the Confidential Information is to be given has<br>entered into a Confidentiality Undertaking or is<br>otherwise bound by requirements of confidentiality in<br>relation to the Confidential Information they receive and<br>is informed that some or all of such Confidential<br>Information may be price-sensitive information;<br>(C) in relation to paragraphs (c)(v), (c)(vi) and (c)(vii) above,<br>the person to whom the Confidential Information is to be<br>given is informed of its confidential nature and that some<br>or all of such Confidential Information may be price-sensitive information except that there shall be no<br>requirement to so inform if, in the opinion of that Finance<br>Party, it is not practicable so to do in the circumstances;<br>and
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192<br>#4853-4198-8303<br>(d) to any person appointed by that Finance Party or by a person to whom<br>paragraph (c)(i) or (c)(ii) above applies to provide administration or<br>settlement services in respect of one or more of the Finance Documents<br>including without limitation, in relation to the trading of participations<br>in respect of the Finance Documents, such Confidential Information as<br>may be required to be disclosed to enable such service provider to<br>provide any of the services referred to in this paragraph (d) if the service<br>provider to whom the Confidential Information is to be given has entered<br>into a confidentiality agreement substantially in the form of the LMA<br>Master Confidentiality Undertaking for Use With<br>Administration/Settlement Service Providers or such other form of<br>confidentiality undertaking agreed between the Company and the<br>relevant Finance Party; and<br>(e) to any rating agency (including its professional advisers) such<br>Confidential Information as may be required to be disclosed to enable<br>such rating agency to carry out its normal rating activities in relation to<br>the Finance Documents and/or the Obligors if the rating agency to whom<br>the Confidential Information is to be given is informed of its confidential<br>nature and that some or all of such Confidential Information may be<br>price-sensitive information.<br>36.3 Entire agreement<br>This Clause 36 and Clause 24.7 (Security over Lenders' rights) constitutes the<br>entire agreement between the Parties in relation to the obligations of the Finance<br>Parties under the Finance Documents regarding Confidential Information and<br>supersedes any previous agreement, whether express or implied, regarding<br>Confidential Information.<br>36.4 Inside information<br>Each of the Finance Parties acknowledges that some or all of the Confidential<br>Information is or may be price-sensitive information and that the use of such<br>information may be regulated or prohibited by applicable legislation including<br>securities law relating to insider dealing and market abuse and each of the<br>Finance Parties undertakes not to use any Confidential Information for any<br>unlawful purpose.<br>36.5 Notification of disclosure<br>Each of the Finance Parties agrees (to the extent permitted by law and<br>regulation) to inform the Company:<br>(a) of the circumstances of any disclosure of Confidential Information made<br>pursuant to paragraph (c)(v) of Clause 36.2 (Disclosure of Confidential<br>Information) except where such disclosure is made to any of the persons
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193<br>#4853-4198-8303<br>referred to in that paragraph during the ordinary course of its supervisory<br>or regulatory function; and<br>(b) upon becoming aware that Confidential Information has been disclosed<br>in breach of this Clause 36.<br>36.6 Continuing obligations<br>The obligations in this Clause 36 are continuing and, in particular, shall survive<br>and remain binding on each Finance Party for a period of eighteen (18) months<br>from the earlier of:<br>(a) the date on which all amounts payable by the Obligors under or in<br>connection with this Agreement have been paid in full and all<br>Commitments have been cancelled or otherwise cease to be available;<br>and<br>(b) the date on which such Finance Party otherwise ceases to be a Finance<br>Party.<br>37. CONFIDENTIALITY OF FUNDING RATES<br>37.1 Confidentiality and disclosure<br>(a) The Agent and each Obligor agree to keep each Funding Rate<br>confidential and not to disclose it to anyone, save to the extent permitted<br>by paragraphs (b) and (c) below.<br>(b) The Agent may disclose:<br>(i) any Funding Rate to the relevant Borrower pursuant to Clause<br>10.6 (Notifications); and<br>(ii) any Funding Rate to any person appointed by it to provide<br>administration services in respect of one or more of the Finance<br>Documents to the extent necessary to enable such service<br>provider to provide those services if the service provider to<br>whom that information is to be given has entered into a<br>confidentiality agreement substantially in the form of the LMA<br>Master Confidentiality Undertaking for Use With<br>Administration/Settlement Service Providers or such other form<br>of confidentiality undertaking agreed between the Agent and the<br>relevant Lender.<br>(c) The Agent and each Obligor may disclose any Funding Rate, to:<br>(i) any of its Affiliates and any of its or their officers, directors,<br>employees, professional advisers, auditors, partners and<br>Representatives if any person to whom that Funding Rate is to
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194<br>#4853-4198-8303<br>be given pursuant to this paragraph (i) is informed in writing of<br>its confidential nature and that it may be price-sensitive<br>information except that there shall be no such requirement to so<br>inform if the recipient is subject to professional obligations to<br>maintain the confidentiality of that Funding Rate or is otherwise<br>bound by requirements of confidentiality in relation to it;<br>(ii) any person to whom information is required or requested to be<br>disclosed by any court of competent jurisdiction or any<br>governmental, banking, taxation or other regulatory authority or<br>similar body, the rules of any relevant stock exchange or<br>pursuant to any applicable law or regulation if the person to<br>whom that Funding Rate is to be given is informed in writing of<br>its confidential nature and that it may be price-sensitive<br>information except that there shall be no requirement to so<br>inform if, in the opinion of the Agent or the relevant Obligor, as<br>the case may be, it is not practicable to do so in the<br>circumstances;<br>(iii) any person to whom information is required to be disclosed in<br>connection with, and for the purposes of, any litigation,<br>arbitration, administrative or other investigations, proceedings or<br>disputes if the person to whom that Funding Rate is to be given<br>is informed in writing of its confidential nature and that it may<br>be price-sensitive information except that there shall be no<br>requirement to so inform if, in the opinion of the Agent or the<br>relevant Obligor, as the case may be, it is not practicable to do<br>so in the circumstances; and<br>(iv) any person with the consent of the relevant Lender.<br>37.2 Related obligations<br>(a) The Agent and each Obligor acknowledge that each Funding Rate is or<br>may be price-sensitive information and that its use may be regulated or<br>prohibited by applicable legislation including securities law relating to<br>insider dealing and market abuse and the Agent and each Obligor<br>undertake not to use any Funding Rate for any unlawful purpose.<br>(b) The Agent and each Obligor agree (to the extent permitted by law and<br>regulation) to inform the relevant Lender:<br>(i) of the circumstances of any disclosure made pursuant to<br>paragraph (c)(ii) of Clause 37.1 (Confidentiality and disclosure)<br>except where such disclosure is made to any of the persons<br>referred to in that paragraph during the ordinary course of its<br>supervisory or regulatory function; and
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195<br>#4853-4198-8303<br>(ii) upon becoming aware that any information has been disclosed in<br>breach of this Clause 37.<br>37.3 No Event of Default<br>No Event of Default will occur under Clause 23.3 (Other obligations) by reason<br>only of an Obligor's failure to comply with this Clause 37.<br>38. BORROWING FOR OWN BENEFIT<br>Each Borrower confirms that it is acting for its own account (für eigene<br>Rechnung) and not for the account of an economic beneficiary (wirtschaftlich<br>Berechtigter) within the meaning of Section 3 of the German Money<br>Laundering Act (Gesetz über das Aufspüren von Gewinnen aus schweren<br>Straftaten (Geldwäschegesetz (GwG)) or any other person. Each Borrower<br>undertakes to notify the Agent without delay in writing, if after the date of this<br>Agreement a situation arises in which contrary to the foregoing such Borrower<br>acts, in respect of any Utilisation, for the account of another beneficial owner or<br>any other person.
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196<br>#4853-4198-8303<br>SECTION 12<br>GOVERNING LAW AND ENFORCEMENT<br>39. GOVERNING LAW<br>This Agreement and any non-contractual obligations arising out of or in<br>connection with it are governed by German law.<br>40. ENFORCEMENT<br>40.1 Jurisdiction<br>(a) The courts of Frankfurt am Main, Germany have exclusive jurisdiction<br>to settle any dispute arising out of or in connection with this Agreement<br>(including a dispute relating to the existence, validity or termination of<br>this Agreement or any non-contractual obligation arising out of or in<br>connection with this Agreement) (a Dispute).<br>(b) The Parties agree that the courts of Frankfurt am Main, Germany are the<br>most appropriate and convenient courts to settle Disputes and<br>accordingly no Party will argue to the contrary.<br>(c) Notwithstanding paragraphs (a) and (b) above, no Finance Party shall be<br>prevented from taking proceedings relating to a Dispute in any other<br>courts with jurisdiction. To the extent allowed by law, the Finance<br>Parties may take concurrent proceedings in any number of jurisdictions.<br>(d) Notwithstanding the foregoing, paragraph (c) above shall not apply in<br>relation to any proceedings commenced by any Finance Party against<br>any French Guarantor (including where the French Guarantor is a joint<br>defendant with the Obligors) and any such proceedings shall be<br>commenced in the German courts pursuant to paragraph (b) above.<br>(e) EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT<br>PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT IT<br>MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL<br>PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT<br>OF OR RELATING TO THIS AGREEMENT, ANY OTHER<br>FINANCE DOCUMENT OR THE TRANSACTIONS<br>CONTEMPLATED HEREBY OR THEREBY (WHETHER<br>BASED ON CONTRACT, TORT OR ANY OTHER THEORY).<br>EACH PARTY HERETO (A) CERTIFIES THAT NO<br>REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER<br>PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE,<br>THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT<br>OF LITIGATION, SEEK TO ENFORCE THE FOREGOING<br>WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE
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197<br>#4853-4198-8303<br>OTHER PARTIES HERETO HAVE BEEN INDUCED TO<br>ENTER INTO THIS AGREEMENT BY, AMONG OTHER<br>THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN<br>THIS SECTION.<br>40.2 Service of process<br>(a) Without prejudice to any other mode of service allowed under any<br>relevant law, each Obligor (other than an Obligor incorporated in<br>Germany):<br>(i) irrevocably appoints the Company (the Process Agent) as its<br>agent for service of process in relation to any proceedings before<br>the German courts in connection with any Finance Document;<br>(ii) agrees that failure by a Process Agent to notify the relevant<br>Obligor of the process will not invalidate the proceedings<br>concerned; and<br>(iii) undertakes to deliver to the Process Agent without undue delay<br>upon execution of this Agreement a process agent appointment<br>letter (the Process Agent Appointment Letter) substantially in<br>the form of Schedule 12 (Form of Process Agent Appointment<br>Letter) and to send a copy of the executed Process Agent<br>Appointment Letter to the Agent.<br>(b) The Process Agent hereby acknowledges the appointment. The Process<br>Agent shall ensure that documents to be served to an Obligor may<br>validly be served by delivery to the Process Agent. In particular, the<br>Process Agent shall notify the Agent of any change of address, accept<br>any documents delivered to it on behalf of an Obligor and fulfil any<br>requirements of section 171 of the German Code of Civil Procedure<br>(Zivilprozessordnung), in particular present the original Process Agent<br>Appointment Letter to any person effecting the service of process as<br>required pursuant to section 171 sentence 2 of the German Code of Civil<br>Procedure (Zivilprozessordnung).<br>41. CONTRACTUAL RECOGNITION OF BAIL-IN<br>Notwithstanding any other term of any Finance Document or any other<br>agreement, arrangement or understanding between the Parties, each Party<br>acknowledges and accepts that any liability of any Party to any other Party under<br>or in connection with the Finance Documents may be subject to Bail-In Action<br>by the relevant Resolution Authority and acknowledges and accepts to be bound<br>by the effect of:
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198<br>#4853-4198-8303<br>(a) any Bail-In Action in relation to any such liability, including (without<br>limitation):<br>(i) a reduction, in full or in part, in the principal amount, or<br>outstanding amount due (including any accrued but unpaid<br>interest) in respect of any such liability;<br>(ii) a conversion of all, or part of, any such liability into shares or<br>other instruments of ownership that may be issued to, or<br>conferred on, it; and<br>(iii) a cancellation of any such liability; and<br>(b) a variation of any term of any Finance Document to the extent necessary<br>to give effect to any Bail-In Action in relation to any such liability.<br>(c) In this Clause 41:<br>Article 55 BRRD means Article 55 of Directive 2014/59/EU<br>establishing a framework for the recovery and resolution of credit<br>institutions and investment firms.<br>Bail-In Action means the exercise of any Write-down and Conversion<br>Powers.<br>Bail-In Legislation means:<br>(i) in relation to an EEA Member Country which has implemented,<br>or which at any time implements, Article 55 BRRD, the relevant<br>implementing law or regulation as described in the EU Bail-In<br>Legislation Schedule from time to time;<br>(ii) in relation to the United Kingdom, the UK Bail-In Legislation;<br>and<br>(iii) in relation to any state other than such an EEA Member Country<br>and the United Kingdom, any analogous law or regulation from<br>time to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or<br>regulation.<br>EEA Member Country means any member state of the European Union,<br>Iceland, Liechtenstein and Norway.<br>EU Bail-In Legislation Schedule means the document described as<br>such and published by the Loan Market Association (or any successor<br>person) from time to time.
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199<br>#4853-4198-8303<br>Resolution Authority means any body which has authority to exercise<br>any Write-down and Conversion Powers.<br>UK Bail-In Legislation means Part I of the United Kingdom Banking<br>Act 2009 and any other law or regulation applicable in the United<br>Kingdom relating to the resolution of unsound or failing banks,<br>investment firms or other financial institutions or their affiliates<br>(otherwise than through liquidation, administration or other insolvency<br>proceedings).<br>(d) Write-down and Conversion Powers means:<br>(i) in relation to any Bail-In Legislation described in the EU Bail-In<br>Legislation Schedule from time to time, the powers described as<br>such in relation to that Bail-In Legislation in the EU Bail-In<br>Legislation Schedule;<br>(ii) in relation to the UK Bail-In Legislation, any powers under that<br>UK Bail-In Legislation to cancel, transfer or dilute shares issued<br>by a person that is a bank or investment firm or other financial<br>institution or affiliate of a bank, investment firm or other<br>financial institution, to cancel, reduce, modify or change the<br>form of a liability of such a person or any contract or instrument<br>under which that liability arises, to convert all or part of that<br>liability into shares, securities or obligations of that person or any<br>other person, to provide that any such contract or instrument is<br>to have effect as if a right had been exercised under it or to<br>suspend any obligation in respect of that liability or any of the<br>powers under that UK Bail-In Legislation that are related to or<br>ancillary to any of those powers; and<br>(iii) in relation to any other applicable Bail-In Legislation:<br>(A) any powers under that Bail-In Legislation to cancel,<br>transfer or dilute shares issued by a person that is a bank<br>or investment firm or other financial institution or<br>affiliate of a bank, investment firm or other financial<br>institution, to cancel, reduce, modify or change the form<br>of a liability of such a person or any contract or<br>instrument under which that liability arises, to convert all<br>or part of that liability into shares, securities or<br>obligations of that person or any other person, to provide<br>that any such contract or instrument is to have effect as if<br>a right had been exercised under it or to suspend any<br>obligation in respect of that liability or any of the powers
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200<br>#4853-4198-8303<br>under that Bail-In Legislation that are related to or<br>ancillary to any of those powers; and<br>(B) any similar or analogous powers under that Bail-In<br>Legislation.<br>42. ACKNOWLEDGEMENT REGARDING ANY SUPPORTED QFCS<br>To the extent that the Finance Documents provide support, through a guarantee<br>or otherwise, for any swap contract or any other agreement or instrument that is<br>a QFC (such support, QFC Credit Support, and each such QFC, a Supported<br>QFC), the Parties acknowledge and agree (subject and without prejudice to any<br>mandatory principles of German law) as follows with respect to the resolution<br>power of the Federal Deposit Insurance Corporation under the Federal Deposit<br>Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer<br>Protection Act (together with the regulations promulgated thereunder,<br>the U.S. Special Resolution Regimes) in respect of such Supported QFC and<br>QFC Credit Support (with the provisions below applicable notwithstanding that<br>the Finance Documents and any Supported QFC may in fact be stated to be<br>governed by the laws of the State of New York and/or of the United States or<br>any other state of the United States):<br>(a) In the event a Covered Entity that is party to a Supported QFC (each, a<br>Covered Party) becomes subject to a proceeding under a U.S. Special<br>Resolution Regime, the transfer of such Supported QFC and the benefit<br>of such QFC Credit Support (and any interest and obligation in or under<br>such Supported QFC and such QFC Credit Support, and any rights in<br>property securing such Supported QFC or such QFC Credit Support)<br>from such Covered Party will be effective to the same extent as the<br>transfer would be effective under the U.S. Special Resolution Regime if<br>the Supported QFC and such QFC Credit Support (and any such interest,<br>obligation and rights in property) were governed by the laws of the<br>United States or a state of the United States. In the event a Covered Party<br>or a BHC Act Affiliate of a Covered Party becomes subject to a<br>proceeding under a U.S. Special Resolution Regime, Default Rights<br>under the Finance Documents that might otherwise apply to such<br>Supported QFC or any QFC Credit Support that may be exercised<br>against such Covered Party are permitted to be exercised to no greater<br>extent than such Default Rights could be exercised under the U.S.<br>Special Resolution Regime if the Supported QFC and the Finance<br>Documents were governed by the laws of the United States or a state of<br>the United States. Without limitation of the foregoing, it is understood<br>and agreed that rights and remedies of the Parties with respect to a<br>Defaulting Lender shall in no event affect the rights of any Covered<br>Party with respect to a Supported QFC or any QFC Credit Support.
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201<br>#4853-4198-8303<br>(b) As used in this Clause 42, the following terms have the following<br>meanings:<br>BHC Act Affiliate of a party means an "affiliate" (as such term is defined<br>under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such<br>party.<br>Covered Entity means any of the following: (i) a "covered entity" as that<br>term is defined in, and interpreted in accordance with, 12 C.F.R.<br>§ 252.82(b); (ii) a "covered bank" as that term is defined in, and<br>interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a "covered<br>FSI" as that term is defined in, and interpreted in accordance with, 12<br>C.F.R. § 382.2(b).<br>Default Right has the meaning assigned to that term in, and shall be<br>interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as<br>applicable.<br>QFC has the meaning assigned to the term "qualified financial contract"<br>in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).<br>43. CONCLUSION OF THIS AGREEMENT (VERTRAGSSCHLUSS)<br>(a) The Parties to this Agreement may choose to conclude this Agreement<br>by an exchange of signed signature page(s), transmitted by any means<br>of telecommunication (telekommunikative Übermittlung) such as by<br>way of fax or electronic photocopy.<br>(b) If the Parties to this Agreement choose to conclude this Agreement<br>pursuant to Clause 43(a) above, they will transmit the signed signature<br>page(s) of this Agreement to<br><br>The Agreement will be<br>considered concluded once one Recipient has actually received the<br>signed signature page(s) (Zugang der Unterschriftsseite(n)) from all<br>Parties to this Agreement (whether by way of fax, electronic photocopy<br>or other means of telecommunication) and at the time of the receipt of<br>the last outstanding signature page(s) by such one Recipient.<br>(c) For the purposes of this Clause 43 only, the Parties to this Agreement<br>appoint each Recipient as their attorney (Empfangsvertreter) and<br>expressly allow (gestatten) each Recipient to collect the signed signature<br>page(s) from all and for all Parties to this Agreement. For the avoidance<br>of doubt, each Recipient will have no further duties connected with its<br>position as Recipient. In particular, each Recipient may assume the<br>conformity to the authentic original(s) of the signature page(s)
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202<br>#4853-4198-8303<br>transmitted to it by means of telecommunication, the genuineness of all<br>signatures on the original signature page(s) and the signing authority of<br>the signatories.<br>44. ITALIAN TRANSPARENCY PROVISIONS<br>For the purposes of the transparency provisions set forth in the CICR Resolution<br>of 4 March 2003, as amended from time to time, and in the “Disposizioni sulla<br>trasparenza delle operazioni e dei servizi bancari e finanziari. Correttezza delle<br>relazioni tra intermediari e clienti” issued by the Bank of Italy and as amended<br>from time to time (the “Italian Transparency Rules”), each Party hereby<br>acknowledges and confirms that:<br>(a) it has appointed and has been assisted by its respective legal counsel in<br>connection with the negotiation, preparation and execution of this<br>Agreement; and<br>(b) this Agreement, and all of its terms and conditions, including the<br>Recitals and Schedules thereto, have been specifically negotiated on an<br>individual basis and, as a result, this Agreement falls into the category<br>of the agreements “che costituiscono oggetto di trattativa individuale”<br>between the Parties and are exempted from the application of Section II<br>of the Italian Transparency Rules.<br>THIS AGREEMENT has been entered into on the date stated at the beginning of this<br>Agreement.
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203<br>#4853-4198-8303<br>SCHEDULE 1<br>THE ORIGINAL LENDERS<br>Name of<br>Original Lender Commitment (EUR)<br>COMMERZBANK<br>AKTIENGESELLSCHAFT<br>40,000,000<br>GOLDMAN SACHS LENDING PARTNERS<br>LLC<br>40,000,000<br>HSBC CONTINENTAL EUROPE S.A.,<br>GERMANY<br>40,000,000<br>MORGAN STANLEY BANK AG 40,000,000<br>UNICREDIT BANK GMBH 40,000,000<br>BNP PARIBAS S.A. NIEDERLASSUNG<br>DEUTSCHLAND<br>25,000,000<br>LANDESBANK BADEN-WÜRTTEMBERG 25,000,000<br>Total 250,000,000
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SIGNATURES<br>EVOTEC SE<br>asCompany, Original Borrower and Original Guarantor<br>[EvotecSERCF2024 - FacilityAgreement-SignaturePage1]<br>#4853-4198-8303
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[Evotec SE RCF 2024 – Facility Agreement – Signature Page 6]<br>#4853-4198-8303<br>UNICREDIT BANK GMBH<br>as Coordinating Bookrunner, Mandated Lead Arranger and Original Lender
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LANDESBANK BADEN-WÜRTTEMBERG<br>as Mandated LeadArranger and OriginalLender<br>[Evotec SE RCF 2024 -Facility Agreement -Signature Page 8]<br>#4853-4198-8303
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Exhibit 4.18

Execution Version<br>3 September 2025<br>EVOTEC SE<br>EVOTEC INTERNATIONAL GMBH<br>EVOTEC (HAMBURG) GMBH<br>EVOTEC (FRANCE) SAS<br>JUST-EVOTEC BIOLOGICS EU SAS<br>APTUIT (VERONA) S.R.L.<br>EVOTEC (UK) LIMITED<br>APTUIT GLOBAL LLC<br>EVOTEC (US), INC.<br>JUST - EVOTEC BIOLOGICS, INC.<br>as Security Grantors<br>HSBC CONTINENTAL EUROPE S.A., GERMANY<br>as Agent<br>COMMERZBANK AKTIENGESELLSCHAFT<br>as Security Agent<br>Global Security Release Agreement
CONTENTS<br>CLAUSE PAGE<br>1. Definitions and Interpretation ...................................................................... 3<br>2. Termination of SFA Finance Documents and global release .............................. 4<br>3. Local law specific releases ........................................................................... 5<br>4. Termination............................................................................................... 9<br>5. Further Assurance .................................................................................... 10<br>6. Partial invalidity ....................................................................................... 11<br>7. Amendments ........................................................................................... 11<br>8. Notices and their language ........................................................................ 11<br>9. Governing law; jurisdiction ........................................................................ 12<br>10. Conclusion of this Agreement (Vertragsschluss) ........................................... 13<br>Schedule 1 Security Agreements .......................................................................... 14<br>Schedule 2 Secured Parties ................................................................................. 15
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This GLOBAL SECURITY RELEASE AGREEMENT (the Agreement) is made<br>AMONG<br>(1) EVOTEC SE, a socieats europea, incorporated under the laws of Germany,<br>registered with the commercial register (Handelsregister) at the local court<br>(Amtsgericht) of Hamburg under registration number HRB 156381, with business<br>address at Essener Bogen 7, 22419 Hamburg, Germany as security grantor (the<br>Security Grantor 1);<br>(2) EVOTEC INTERNATIONAL GMBH, a limited liability company (Gesellschaft mit<br>beschränkter Haftung) incorporated under the laws of Germany, registered with<br>the commercial register (Handelsregister) at the local court (Amtsgericht) of<br>Hamburg under registration number HRB 72242, with business address at Essener<br>Bogen 7, 22419 Hamburg, Germany as security grantor (the Security Grantor 2);<br>(3) EVOTEC (HAMBURG) GMBH, a limited liability company (Gesellschaft mit<br>beschränkter Haftung) incorporated under the laws of Germany, registered with<br>the commercial register (Handelsregister) at the local court (Amtsgericht) of<br>Hamburg under registration number HRB 122125, with business address at Essener<br>Bogen 7, 22419 Hamburg, Germany as security grantor (the Security Grantor 3);<br>(4) EVOTEC (FRANCE) SAS, a simplified joint stock company (société par actions<br>simplifiée) incorporated under the laws of France, registered with the trade and<br>companies register (registre du commerce et des sociétés) of Toulouse under<br>registration number 808 634 448 R.C.S Toulouse, with business address at 195<br>Route d’Espagne 31100, Toulouse as security grantor (the Security Grantor 4);<br>(5) JUST – EVOTEC BIOLOGICS EU SAS, a simplified joint stock company (société<br>par actions simplifiée) incorporated under the laws of France, registered with the<br>trade and companies register (registre du commerce et des sociétés) of Toulouse<br>under registration number 894 420 603 R.C.S Toulouse, with business address at<br>195 Route d’Espagne 31100, Toulouse as security grantor (the Security<br>Grantor 5);<br>(6) APTUIT (VERONA) S.R.L., a limited liability company (società a responsabilità<br>limitata) incorporated under the laws of Italy, registered with the companies’<br>register of Verona (Registro Imprese di Verona) under registration number<br>03954300236, with business address at via Alessandro Fleming 4, 37135, Verona,<br>Italy as security grantor (the Security Grantor 6);<br>(7) EVOTEC (UK) LIMITED, a limited liability company incorporated under the laws<br>of England and Wales, with its registered address at 114 Innovation Drive, Milton<br>Park, Milton, Abingdon, Oxfordshire, OX14 4RZ, under registration number<br>02674265, as security grantor (the Security Grantor 7);<br>(8) APTUIT GLOBAL LLC , a limited liability company formed under the laws of<br>Delaware, as security grantor (the Security Grantor 8);<br>(9) EVOTEC (US) INC., a corporation, incorporated under the laws of Delaware, as<br>security grantor (the Security Grantor 9);
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EUROPE-LEGAL-307161361 116189-0099<br>(10) JUST – EVOTEC BIOLOGICS, INC., a corporation, incorporated under the laws<br>of Delaware, as security grantor (the Security Grantor 10 and, together with the<br>Security Grantors 1 through 9, the Security Grantors);<br>(11) COMMERZBANK AKTIENGESELLSCHAFT, in its capacity as security agent (the<br>Security Agent) in its capacity as security agent for itself and on behalf of each<br>Secured Party under the Facility Agreement (each term as defined below); and<br>(12) HSBC CONTINENTAL EUROPE S.A., GERMANY in its capacity as agent (the<br>Agent)<br>The parties referred to above are hereinafter collectively referred to as the Parties.<br>WHEREAS:<br>(A) Reference is made to a EUR 250,000,000 senior revolving facility agreement dated<br>30 July 2024 between, among others, the Security Grantor 1 as company, original<br>borrower and original guarantor, Commerzbank Aktiengesellschaft, Goldman Sachs<br>Lending Partners LLC, HSBC Continental Europe S.A., Germany, Morgan Stanley<br>Bank AG, UniCredit Bank GmbH, BNP Paribas S.A., Niederlassung Deutschland and<br>Landesbank Baden-Württemberg as arrangers, HSBC Continental Europe S.A.,<br>Germany as agent, and Commerzbank Aktiengesellschaft as security agent and the<br>financial institutions named therein as original lenders (the Facility Agreement)<br>(B) Further reference is made to a guarantee and security trust agreement dated<br>31 July 2024 between, among others the Security Grantor 1 as as company,<br>original borrower and original guarantor, the Agent as agent and the Security Agent<br>as Security Agent (the Guarantee and Security Trust Agreement).<br>(C) On 18 September 2024 the Security Grantor 8, the Security Grantor 9 and the<br>Security Grantor 10 have acceded to the Facility Agreement and the Guarantee and<br>Security Trust Agreement by way of an accession letter. The Security Grantor 7 has<br>acceded to the Facility Agreement and the Guarantee and Security Trust Agreement<br>by way of an accession letter on 20 September 2024. On 27 September 2024 the<br>Security Grantor 4 and the Security Grantor 5 have acceded to the Facility<br>Agreement and the Guarantee and Security Trust Agreement by way of an<br>accession letter. Security Grantor 6 has acceded to the Facility Agreement and the<br>Guarantee and Security Trust Agreement by way of an accession letter dated<br>3 October 2024.<br>(D) As conditions precedent to the accession of an Additional Guarantor under the<br>Facility Agreement all shares in the Additional Guarantor were to be pledged to the<br>Secured Parties. To this end, all shares in the Security Grantor 2 and the Security<br>Grantor 3 were pledged in a share pledge agreement dated 11 September 2024,<br>between, among others, the Security Grantor 1 and the Security Grantor 2 as<br>pledgors, the Security Grantor 2 and the Security Grantor 3 as pledged companies<br>and the Security Agent as pledgee. All quota in the Security Grantor 6 were pledged<br>in a notarial quota pledge dated 3 October 2024 between, among others, the<br>Security Grantor 8 as pledgor and the Security Agent, as security agent. All shares<br>in the Security Grantor 4 were pledged in a share pledge agreement dated 27<br>September 2024, between, among others, the Security Grantor 1 as pledgor, the<br>Security Grantor 4 as pledged company and the Security Agent as security agent.
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EUROPE-LEGAL-307161361 116189-0099<br>All shares in the Security Grantor 5 were pledged in a share pledge agreement<br>dated 27 September 2024, between, among others, the Security Grantor 1 as<br>pledgor, the Security Grantor 5 as pledged company and the Security Agent as<br>security agent. All shares in the Security Grantor 7 were charged in a share charge<br>deed dated 20 September 2024, between the Security Grantor 1 as pledgor and<br>the Security Agent as pledgee. All shares in the Security Grantor 8, the Security<br>Grantor 9 and the Security Grantor 10 were pledged in a share pledge agreement<br>dated 18 September 2024, between, among others, the Security Grantor 1 and the<br>Security Grantor 9 as pledgors and the Security Grantor 8, the Security Grantor 9,<br>and the Security Grantor 10 as pledged companies and the Security Agent as<br>pledgee.<br>(E) On 30 June 2025 the Security Grantor 1 voluntarily prepaid all outstanding amounts<br>and cancelled all commitments under the Facility Agreement<br>(F) The Security Grantor 1 entered into four loan agreements dated 19/25 March 2019,<br>19/25 March 2019, 2/ 16 April 2019 and 17 February / 1 March 2021 (as amended<br>from time to time) with IKB Deutsche Industriebank AG (IKB). In connection with<br>the negotiation and the conclusion of Facility Agreement, it has been agreed that<br>IKB also benefits from the transaction security granted in connection with the<br>Facility Agreement and becomes a party to the Guarantee and Security Trust<br>Agreement. The Security Grantor 1 and IKB now agreed that IKB will release all<br>security granted under and in connection with the Facility Agreement and the<br>Guarantee and Security Trust Agreement by means of this Agreement.<br>(G) It is now intended to release all security and guarantees granted to the Secured<br>Parties by the Security Grantors under or in connection with the Security<br>Agreements (as defined below).<br>1. Definitions and Interpretation<br>1.1 Capitalised terms used but not otherwise defined herein shall have the meaning<br>attributed thereto in the Guarantee and Security Trust Agreement and rules for<br>interpretation of contractual provisions set out in the Guarantee and Security Trust<br>Agreement shall apply herein.<br>1.2 In addition:<br>French Share Pledge Agreements has the meaning given to that term in<br>Schedule 1 (Security Agreements).<br>German Share Pledge Agreements has the meaning to that term in in Schedule<br>1 (Security Agreements).<br>Italian Quota Pledge Agreements has the meaning to that term in in Schedule<br>1 (Security Agreements).<br>Secured Parties means the secured parties set out in Schedule 2 (Secured<br>Parties).<br>Security Agreements means the Share Pledge Agreements and the Guarantee<br>and Security Trust Agreement as listed in Schedule 1 (Security Agreements).
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EUROPE-LEGAL-307161361 116189-0099<br>Share Charge has the meaning given to that term in Schedule 1 (Security<br>Agreements).<br>Share Pledge Agreements has the meaning to that term in Schedule 1 (Security<br>Agreements).<br>US Collateral means all Pledged Collateral as such term is defined in the US<br>Security Document.<br>US Security Document has the meaning given to that term in Schedule 1<br>(Security Agreements).<br>2. Termination of SFA Finance Documents and global release<br>2.1 The Parties irrevocably and unconditionally agree that (i) all guarantees created,<br>evidenced or conferred by or pursuant to the Guarantee and Security Trust<br>Agreement, (ii) all security created, evidenced or conferred by or pursuant to each<br>of the Share Pledge Agreements and (iii) all security interests, claims, actions,<br>demands, liabilities and obligations whether present, actual or contingent, sole,<br>joint and/or several or otherwise under or in connection with the SFA Finance<br>Documents (whether or not listed as a Security Agreement) and (iv) all present,<br>future, actual or contingent liabilities and obligations incurred under or in<br>connection with the SFA Finance Documents and the Guarantee and Security Trust<br>Agreement are released and terminated. The Agent and the Security Agent, on<br>behalf of itself and all other Secured Parties, waive any and all rights under the SFA<br>Finance Documents and the Guarantee and Security Trust Agreement and in<br>respect of the Share Pledge Agreements.<br>2.2 The Security Agent (for the avoidance of doubt, acting in its own name and on<br>behalf of the other Secured Parties) hereby irrevocably and unconditionally<br>terminates, waives, cancels, discharges and releases in full any and all security<br>interests and any obligations, liabilities and indemnities created, assumed or<br>undertaken by any of the Security Grantors pursuant to any Security Document in<br>favour of the Security Agent and/or any of the other Secured Parties in connection<br>with the SFA Finance Documents and the Guarantee and Security Trust Agreement<br>including, without limitation, the Share Pledge Agreements and in particular:<br>(a) each Secured Party (acting through the Security Agent):<br>(i) releases any and all obligations of the Obligors as borrowers and/or<br>guarantors under the Facility Agreement, the Guarantee and<br>Security Trust Agreement or any other Finance Document; and<br>(ii) releases any and all obligations and liabilities of the Obligors under<br>the parallel debt pursuant to Clause 12.2 (Security Agent as creditor<br>– parallel debt) of the Guarantee and Security Trust Agreement<br>and/or any other Finance Document; and<br>(b) the Parties (with respect to the Security Agent, acting in its own name and<br>on behalf of the other Secured Parties) agree that:
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EUROPE-LEGAL-307161361 116189-0099<br>(i) the Facility Agreement, the Guarantee and Security Trust<br>Agreement, any Share Pledge Agreement and any other SFA Finance<br>Document, shall be terminated with immediate effect;<br>(ii) any contractual arrangements, including but not limited to any power<br>of attorney, guarantee, representation or warranty created under the<br>Security Agreements or any other SFA Finance Document shall be<br>terminated with immediate effect; and<br>(iii) they shall have no further rights, claims and/or obligations towards<br>each other pursuant to such agreements or documents except for<br>any rights, claims and/or obligations set out in this Agreement.<br>(c) The Security Grantors hereby accept (annehmen) the releases, discharges,<br>re-assignments, retransfers, cancellations, terminations and other<br>declarations made in this Agreement.<br>3. Local law specific releases<br>3.1 German Share Pledge Agreements<br>(a) The Security Agent (for the avoidance of doubt, acting in its own name and<br>on behalf of the other Secured Parties) hereby:<br>(i) surrenders (aufgeben) and releases in full (gibt vollständig frei) all<br>rights of pledge (Pfandrechte) created by each Security Grantor in<br>favour of the Security Agent and/or any of the Secured Parties<br>pursuant to the German Share Pledge Agreements in accordance<br>with sections 1273, 1255 para. 1 of the German Civil Code<br>(Bürgerliches Gesetzbuch);<br>(ii) hereby waives any other right and property which it may have under<br>the German Share Pledge Agreements; and<br>(iii) re-transfers and re-assigns all rights and claims transferred and/or<br>assigned to it under the German Share Pledge Agreements.<br>For the avoidance of doubt, (i) any pledges created under the general terms<br>and conditions (AGB-Pfandrecht) of a Secured Party with whom an Obligor<br>holds a bank account and (ii) any pledges in relation to bank accounts on<br>which cash collateral is booked for the purpose of providing cash cover for<br>guarantees issued by the relevant Ancillary Lender which shall remain in<br>place after the Repayment Date shall not be affected by this Agreement.<br>(b) Each of the Security Grantors hereby accepts the aforementioned releases,<br>re-assignments, re-transfers, waivers and terminations and all other<br>declarations made by the Security Agent and/or the other Secured Parties<br>or any of them under this Clause 3.<br>3.2 Italian Quota Pledge Agreement<br>(a) The Security Agent (for the avoidance of doubt, acting in its own name and<br>on behalf of the other Secured Parties as, inter alia, mandatario con
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EUROPE-LEGAL-307161361 116189-0099<br>rappresentanza) hereby, subject to the execution and filing with the<br>competent register of a separate notarial deed of release:<br>(i) consents to release, terminate and cancel and hereby fully,<br>irrevocably, definitively and unconditionally releases the Italian<br>Quota Pledge Agreement and for such purpose hereby reassigns to<br>the Security Grantor 8, as pledgor all respective rights, title and<br>interest in the relevant released asset;<br>(ii) acknowledge and accept that the Security Grantor 8 is discharged<br>from any of its obligations, undertakings and/or liabilities thereunder<br>and any claims has returned in the full and complete title of Security<br>Grantor 8, as pledgor;<br>(iii) terminates the Italian Quota Pledge Agreement and confirms that no<br>further obligation undertaking and/or liability are due thereunder;<br>(iv) irrevocably authorises the Security Grantor 8 and the Security<br>Grantor 6, as applicable, to perform all formalities which are required<br>or appropriate under applicable law for the termination of the Italian<br>Quota Pledge Agreement and/or release and cancellation of the<br>Italian Quota Pledge Agreement;<br>(v) confirms the termination, if any, of any power of attorney granted<br>pursuant to the Security Agent and/or the Secured Parties by or<br>pursuant to the Italian Quota Pledge Agreement.<br>(vi) in respect of the any other security or guarantees granted with<br>respect or in connection to the Facility Agreement and/or the<br>Guarantee and Security Trust Agreement, consent to the release,<br>termination and cancellation, and hereby irrevocably release,<br>terminate and cancel, such security interest and/or guarantees<br>and acknowledge and accept that the relevant Secured Grantor is<br>discharged from any of its obligations, undertakings and/or liabilities<br>thereunder and any claims has returned in the full and complete title<br>of the relevant Security Grantor.<br>(b) For the purposes of the release of the Italian Quota Pledge Agreement, the<br>relevant parties mutually acknowledge and declare that pursuant to and in<br>accordance with the Italian transparency rules (Disposizioni in materia di<br>trasparenza delle operazioni e dei servizi bancari e finanziari. Correttezza<br>delle relazioni tra intermediari e clienti) applicable to transactions and<br>banking and financial services issued by the Bank of Italy on 29 July 2009<br>(as amended from time to time), this Agreement and any of its terms and<br>conditions have been negotiated with the assistance of their respective legal<br>counsels on an individual basis.<br>(c) Subject to and with effect from the execution and filing with the competent<br>register of the notarial deed of release, the Security Agent (in its own name<br>and on the name and on behalf of the other Secured Parties as, inter alia,<br>mandatario con rappresentanza) hereby authorises each relevant Security<br>Grantor to perform all the relevant perfection formalities to give effect to
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EUROPE-LEGAL-307161361 116189-0099<br>the cancellation and release of the security interests created under the<br>Italian Quota Pledge Agreement, including:<br>(i) the service in any form permitted by applicable law of a notice that<br>the relevant Italian Quota Pledge Agreement has been irrevocably<br>released and cancelled; and<br>(ii) authorise the relevant Security Grantor to take any further actions<br>(including the execution of any deed (also in notarial form), notice,<br>annotation on the shareholders’ ledger, or document), and to<br>perform all formalities (also in notarial form) which are required or<br>appropriate (i) for the cancellation and release of the Italian Quota<br>Pledge Agreement, and (ii) to render the release and cancellation of<br>the pledge created under the Italian Quota Pledge Agreement<br>effective against any third parties.<br>3.3 French Share Pledge Agreements<br>(a) The Security Agent (for the avoidance of doubt, acting in its own name and<br>on behalf of the other Secured Parties) hereby:<br>(i) completely, entirely and finally releases and discharges (donne<br>mainlevée pleine, entière et définitive) the securities granted by the<br>relevant Security Grantor under each of the French Share Pledge<br>Agreements and the related Statements of Pledge (déclarations de<br>nantissements de comptes-titres) (as defined in the French Share<br>Pledge Agreements);<br>(ii) retransfers to Evotec SE all its rights, titles and interests in each of<br>the Pledged Accounts (as these terms are defined in the French<br>Share Pledge Agreements);<br>(iii) authorizes Evotec SE to notify Evotec (France) SAS as Account<br>Holder (as defined in the French Share Pledge Agreements) of this<br>release;<br>(iv) authorizes Evotec SE to notify Just-Evotec Biologics EU as Account<br>Holder (as defined in the French Share Pledge Agreements) of this<br>release;<br>(v) authorizes Evotec (France) SAS to update the share transfer register<br>(registre de mouvements de titres) and the corresponding<br>shareholder’s account (compte d’actionnaire) of Evotec (France) SAS<br>that the securities granted under the French Share Pledge<br>Agreements have been unconditionally and irrevocably released in<br>respect of the Pledged Account;<br>(vi) authorizes Just-Evotec Biologics EU to update the share transfer<br>register (registre de mouvements de titres) and the corresponding<br>shareholder’s account (compte d’actionnaire) of Just-Evotec<br>Biologics EU that the securities granted under the French Share<br>Pledge Agreements have been unconditionally and irrevocably<br>released in respect of the Pledged Account;
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EUROPE-LEGAL-307161361 116189-0099<br>(b) completely, entirely and finally releases and discharge the relevant Security<br>Grantor under the French Share Pledge Agreements from all undertakings,<br>liabilities and obligations, whether actual or contingent and whether past,<br>present or future under the French Share Pledge Agreements.<br>3.4 English Share Charge<br>(a) For the purposes of this Clause 3.2, terms not otherwise defined in this<br>Agreement shall have the meanings given to them in English Deed of<br>Release (as defined below).<br>(b) In accordance with the English law governed deed of release dated<br>1 September 2025 between the Security Grantor 1 as chargor and the<br>Security Agent as security agent (the English Deed of Release), the<br>Security Agent irrevocably and unconditionally releases the Security Assets<br>from all Security created, evidenced or conferred by or pursuant to the<br>Share Charge and reassigns and reconveys to the Security Grantor 1 free<br>and clear of any Security constituted by the Share Charge all right, title and<br>interest of the Security Agent in and to the Security Assets assigned,<br>granted or transferred to it pursuant to the terms of the Share Charge.<br>(c) The Security Agent hereby agrees that all Secured Obligations of the<br>Security Grantor 1 under the Share Charge have been discharged in full.<br>3.5 Release of US Security Document<br>With effect from and after the effectiveness of this Agreement:<br>(a) all Secured Obligations (as defined in the US Security Document) owing by<br>each Pledgor under the US Security Document to the Security Agent and<br>the other Secured Parties will be unconditionally, automatically,<br>immediately and irrevocably terminated, repaid, released, discharged and<br>satisfied in full (other than any such Secured Obligations that, by the<br>express terms of the US Security Document, survive the termination thereof<br>and the payment of the Secured Obligations, in which case, such Secured<br>Obligations shall survive solely as set forth in the US Security Document)<br>and the US Security Document shall unconditionally, automatically,<br>immediately and irrevocably terminate and be of no further force or effect;<br>and<br>(b) all of the security interests, mortgages, liens, assignments, collateral<br>assignments, pledges and other encumbrances in favor of the Security<br>Agent for the benefit of the Secured Parties under the US Security<br>Document, and all guarantees, liabilities and obligations in respect of the<br>Secured Obligations under the US Security Document, in each case, will be<br>automatically, unconditionally, immediately and irrevocably terminated,<br>released, discharged, and satisfied.
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EUROPE-LEGAL-307161361 116189-0099<br>3.6 US Requirements of Release<br>(a) Upon the effectiveness of this Agreement, the Security Agent shall:<br>(i) execute (if applicable) and file UCC termination statements<br>substantially in the form set out in Annex A hereto to terminate and<br>release any and all UCC financing statements filed pursuant to the<br>US Security Document or otherwise in connection with any Finance<br>Document (and to the extent such UCC termination statements are<br>not filed by the Security Agent on the effective date of this<br>Agreement, the Security Agent hereby authorizes the borrower<br>(and/or its designees) to file such UCC termination statements) at<br>any time from and after the occurrence of the Effective Time;<br>(ii) execute and deliver to the applicable Security Grantor (or its<br>designee) in recordable form, customary mortgage, lien or security<br>interest, terminations, discharges and notices of termination, release<br>and/or satisfaction releases reasonably requested by the applicable<br>Security Grantor or their designee, and hereby authorizes the<br>applicable Security Grantor (or its designee) to file and/or deliver<br>any of the foregoing as needed to discharge, terminate and/or<br>release (or to evidence the discharge, termination or release) any<br>such mortgage, lien or security interest with the appropriate<br>authority and/or third party upon such execution and delivery by the<br>Security Agent; and<br>(iii) deliver to the applicable Security Grantor (or its designee) the<br>original stock or share certificates, stock powers, transfers, proxies<br>or other instruments of transfer, promissory notes, allonges note<br>powers or other instruments of transfer and all other US Collateral,<br>in each case to the extent in the Security Agent’s possession or<br>control.<br>(b) The Security Agent agrees to take such additional steps as may from time<br>to time reasonably be requested by the borrower or any other Security<br>Grantor (or their respective representatives) to evidence the release of the<br>US Collateral from any mortgages, liens, pledges, assignments, collateral<br>assignments or security interests in favour of the Security Agent (for the<br>benefit of the Secured Parties) under the US Security Document and/or any<br>Security Grantor from any guarantee, liability or other obligation in respect<br>of the Secured Obligations under the US Security Document.<br>4. Termination<br>(a) The Parties irrevocably and unconditionally agree that with immediate<br>effect, (i) the Security Agreements and the other Finance Documents are<br>cancelled and terminated (aufgehoben) and (ii) all security interests granted<br>thereunder and all rights of the Security Agent and the other Finance Parties<br>under the Security Agreements and the other Finance Documents shall<br>cease to exist.
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EUROPE-LEGAL-307161361 116189-0099<br>(b) For the avoidance of doubt, the SFA Creditors shall continue to be bound to<br>the confidentiality provisions included in the SFA Finance Documents.<br>(c) With respect to the Security Agency Fee (as defined in the Fee Letter with<br>the Security Agent dated 29/ 30 July 2024), the Security Grantor 1 shall<br>within five (5) Business Days of the date of this Agreement pay to the<br>Security Agent such part of the Security Agency Fee which is pro rata<br>temporis attributable to the number of days from (and excluding) the first<br>anniversary of the Facility Agreement (i.e. 30 July 2025) until (and<br>including) the date of this Agreement (provided that the calculation should<br>be made on the basis of the actual number of days elapsed and a year of<br>360 days). In addition, reasonable costs of utilising the Security Agent's<br>management time to the extent incurred after the date of this Agreement<br>(the Security Agent Management Time) shall be borne by the Security<br>Grantor 1 within ten (10) Business Days of receipt of a reasonably detailed<br>invoice. To the extent that Security Agent Management Time costs are<br>incurred, and unless otherwise agreed between the Security Grantor 1 and<br>the Security Agent, such costs will be calculated on the basis of reasonable<br>daily or hourly rates agreed in advance.<br>5. Further Assurance<br>(a) In the event that any of the Security Grantors has granted a security interest<br>in favour of the Secured Parties in connection with the Facility Agreement<br>or the Guarantee and Security Trust Agreement and pursuant to or arising<br>under a security document which is not referred to in this Agreement, the<br>Security Agent (acting in its own name and on behalf of the other Secured<br>Parties) and each of the Secured Parties, as the case may be, hereby<br>terminates, waives, re-assigns and releases in full any such security<br>interests and each of the Security Grantors hereby accepts the<br>aforementioned releases, re-assignments, re-transfers, waivers and<br>terminations and all other declarations made by the Security Agent and/or<br>the other Secured Parties or any of them under this Clause 5 (if any). For<br>the avoidance of doubt, (i) any pledges created under the general terms<br>and conditions (AGB-Pfandrecht) of a Secured Party with whom an Obligor<br>holds a bank account and (ii) any pledges in relation to bank accounts on<br>which cash collateral is booked for the purpose of providing cash cover for<br>guarantees issued by the relevant Ancillary Lender which shall remain in<br>place after the Repayment Date shall not be affected by this Agreement.<br>(b) The Security Agent (acting in its own name and on behalf of the other<br>Secured Parties) and each other Secured Party shall, upon reasonable<br>request of the Security Grantor 1, do all acts necessary or practicable to<br>give effect to this Agreement and the releases, discharges, re-assignments,<br>re-transfers and terminations hereunder, including confirming, on its own<br>behalf and on behalf of the other Secured Parties, vis-à-vis third parties who<br>have been notified of the security interests created pursuant to any of the<br>Security Agreements that such security interests have been released<br>pursuant to the terms of this Agreement.
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EUROPE-LEGAL-307161361 116189-0099<br>(c) The Security Agent (acting in its own name and on behalf of the other<br>Secured Parties) and each other Secured Party shall destroy all blank<br>assignment and pledge notices, registration forms and powers of attorney<br>delivered to it by any of the Security Grantors under the Security<br>Agreements and in any event none of the Security Agent and the other<br>Secured Parties shall make further use thereof.<br>(d) The Security Agent (acting in its own name and on behalf of the other<br>Secured Parties) shall, upon reasonable request of the Security Grantor 1,<br>sign any document necessary to, and carry out any formalities related to<br>the releases contemplated in Clause 3.2 (French Share Pledge Agreements).<br>6. Partial invalidity<br>If any provision of this Agreement should be or become invalid or unenforceable in<br>whole or in part, this shall not affect the validity or enforceability of the remaining<br>provisions hereof. The invalid or unenforceable provision shall be replaced by such<br>valid and enforceable provision or agreement which best meets the intended<br>purpose of the provision required to be replaced. The same shall apply in the event<br>that this Agreement does not contain a provision which it needs to contain in order<br>to achieve the intended economic purpose as expressed herein. It is the express<br>intention of the Parties that the validity and enforceability of all other provisions of<br>this Agreement shall be maintained and that this Clause 6 shall not result in a<br>reversal of the burden of proof but that section 139 BGB is hereby excluded in its<br>entirety.<br>7. Amendments<br>Unless otherwise required by mandatory law, changes and amendments to this<br>Agreement (including to this Clause 7) must be made in writing.<br>8. Notices and their language<br>8.1 Contact Details<br>Any notice or other communication under or in connection with this Agreement<br>shall be in writing and shall be delivered personally, or sent by mail, e-mail, or fax<br>transmission to the following addresses:<br>For the Security Grantors: Evotec SE<br>For the Agent: HSBC Continental Europe S.A., Germany
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EUROPE-LEGAL-307161361 116189-0099<br>For the Security Agent: Commerzbank AG, Security Agency<br>or to such other address as the recipient may notify or may have notified to the<br>other party in writing.<br>8.2 English language<br>(a) Any notice given under or in connection with this Agreement must be in<br>English.<br>(b) All other documents provided under or in connection with this Agreement<br>must be:<br>(i) in English; or<br>(ii) if not in English, and if so required by a Secured Party, accompanied<br>by a certified English translation and, in this case, the English<br>translation will prevail unless the document is a constitutional,<br>statutory or other official document.<br>9. Governing law; jurisdiction<br>(a) This Agreement, all rights and obligations and any non-contractual<br>obligations arising out of or in connection with this Agreement shall be<br>governed by, and construed in accordance with, German law, except that:<br>(i) Clause 3.2 (Italian Quota Pledge Agreement) and the release<br>pursuant thereto, and any rights and obligations of the parties<br>thereunder, shall be governed by, and construed and interpreted in<br>accordance with the laws of Italy;<br>(ii) Clause 3.3 (French Share Pledge Agreements) and the release<br>pursuant thereto, and any rights and obligations of the parties<br>thereunder, shall be governed by, and construed and interpreted in<br>accordance with the laws of France;<br>(iii) Clause 3.4 (English Share Charge) shall be governed by, and<br>construed and interpreted in accordance with the laws of England<br>and Wales; and<br>(iv) Clause 3.5 (Release of US Security Document) and the release<br>pursuant thereto, and any rights and obligations of the parties<br>thereunder, shall be governed by, and construed and interpreted in<br>accordance with the laws of the State of New York. EACH OF THE<br>PARTIES HERETO IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY<br>JURY IN ANY ACTION OR PROCEEDING WITH RESPECT TO MATTERS<br>ARISING HEREUNDER OR ANY DOCUMENT EXECUTED IN<br>CONNECTION THEREWITH.
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EUROPE-LEGAL-307161361 116189-0099<br>(b) The place of jurisdiction for any and all disputes arising under or in<br>connection with this Agreement shall be the district court (Landgericht) in<br>Frankfurt am Main.<br>10. Conclusion of this Agreement (Vertragsschluss)<br>(a) This Agreement may be executed in any number of counterparts, and this<br>has the same effect as if the signatures on the counterparts were on a single<br>copy of this Agreement. The Parties to this Agreement may choose to<br>conclude this Agreement by an exchange of signed signature page(s),<br>transmitted by any means of telecommunication (telekommunikative<br>Übermittlung) such as by way of fax or electronic photocopy.<br>(b) If the Parties to this Agreement choose to conclude this Agreement pursuant<br>to (a) above, they will transmit the signed signature page(s) of this<br>Agreement to<br>(each a Recipient). The Agreement will<br>be considered concluded once any Recipient has received the signed<br>signature page(s) (Zugang der Unterschriftsseite(n)) from all Parties to this<br>Agreement (whether by way of fax, electronic photocopy or other means of<br>telecommunication) and at the time of the receipt of the last outstanding<br>signature page(s) by such Recipient.<br>(c) For the purposes of this Clause 10 only, the Parties to this Agreement<br>appoint each Recipient as their attorney (Empfangsvertreter) and expressly<br>allow (gestatten) each Recipient to collect the signed signature page(s) from<br>all and for all Parties to this Agreement. For the avoidance of doubt, each<br>Recipient will have no further duties connected with its position as Recipient.<br>In particular, each Recipient may assume the conformity to the authentic<br>original(s) of the signature page(s) transmitted to it by means of<br>telecommunication, the genuineness of all signatures on the original<br>signature page(s) and the signing authority of the signatories.
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EUROPE-LEGAL-307161361 116189-0099<br>Schedule 1<br>Security Agreements<br>1. A share pledge agreement dated 11 September 2024 between, among others, the<br>Security Grantor 1 as pledgor, the Security Agent as security agent and pledgee<br>and further pledgees relating to the pledge of the shares in the Security Grantor 2;<br>2. a share pledge agreement dated 11 September 2024 between, among others, the<br>Security Grantor 2 as pledgor, the Security Agent as security agent and pledgee<br>and further pledgees relating to the pledge of the shares in the Security Grantor 3<br>(together with the document referred to under no. 1 above, the German Share<br>Pledge Agreements);<br>3. a share pledge agreement dated 27 September 2024 between, among others, the<br>Security Grantor 1 as pledgor, the Security Agent as security agent and relating to<br>the pledge of the shares in the Security Grantor 4;<br>4. a share pledge agreement dated 27 September 2024 between, among others, the<br>Security Grantor 1 as pledgor, the Security Agent as security agent and relating to<br>the pledge of the shares in the Security Grantor 5 (together with the document<br>referred to under no. 3 above, the French Share Pledge Agreements);<br>5. a quota pledge agreement dated 3 October 2024 between, among others, the<br>Security Grantor 8 as pledgor, the Security Agent as security agent and relating to<br>the pledge of the quota in the Security Grantor 6 (the Italian Quota Pledge<br>Agreement);<br>6. a share charge deed dated 20 September 2024 between the Security Grantor 1 as<br>chargor and the Security Agent as security agent relating to the charge of the<br>shares in the Security Grantor 7 (the Share Charge);<br>7. a share pledge agreement dated 18 September 2024, between, among others, the<br>Security Grantor 1 and Security Grantor 9 as pledgors, the Security Agent as<br>security agent relating to the pledge of the shares in the Security Grantor 8,<br>Security Grantor 9, and Security Grantor 10 (the US Security Document),<br>(the documents referred to under no. 1 to no. 7 collectively, the Share Pledge<br>Agreements); and<br>8. the Guarantee and Security Trust Agreement.
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EUROPE-LEGAL-307161361 116189-0099<br>Schedule 2<br>Secured Parties<br>1. BNP PARIBAS S.A. NIEDERLASSUNG DEUTSCHLAND<br>2. COMMERZBANK AKTIENGESELLSCHAFT<br>3. HSBC CONTINENTAL EUROPE S.A., GERMANY<br>4. IKB DEUTSCHE INDUSTRIEBANK AG<br>5. GOLDMAN SACHS LENDING PARTNERS LLC<br>6. LANDESBANK BADEN-WÜRTTEMBERG<br>7. MORGAN STANLEY BANK AG<br>8. UNICREDIT BANK GMBH
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Exhibit 4.19

4 November 2025<br>Evotec SE<br>and<br>Sandoz AG<br>Agreement<br>for the sale and purchase of<br>all shares in<br>Just Evotec Biologics EU (SAS)
Project Arboris<br>Sale and Purchase Agreement<br>4 November 2025<br>2 137<br>Contents<br>Clause Page<br>Preamble ....................................................................................................................... 4<br>1. Sale and purchase of Shares .............................................................................. 5<br>2. Purchase Price ................................................................................................... 5<br>3. Closing Statement/settlement payments ........................................................... 7<br>4. Pre Effective Date undertakings ....................................................................... 8<br>5. Conditions to Closing ..................................................................................... 10<br>6. Closing ............................................................................................................ 13<br>7. Seller Warranties ............................................................................................. 15<br>8. Purchaser Warranties ...................................................................................... 17<br>9. Third-Party Claims .......................................................................................... 17<br>10. Tax .................................................................................................................. 18<br>11. Insurance ......................................................................................................... 18<br>12. Employees ....................................................................................................... 18<br>13. Inter-Company Loan Amounts and Inter-Company Trading Debt ................. 18<br>14. Changes of name ............................................................................................. 19<br>15. Indemnification of Beneficiaries ..................................................................... 19<br>16. Information, records and assistance post Effective Date ................................ 20<br>17. Specific Indemnities ........................................................................................ 23<br>18. Payments ......................................................................................................... 26<br>19. Costs ................................................................................................................ 27<br>20. Announcements ............................................................................................... 28<br>21. Confidentiality ................................................................................................ 28<br>22. Assignment ..................................................................................................... 30<br>23. Set-off Rights .................................................................................................. 30<br>24. Further assurances ........................................................................................... 31<br>25. Notices ............................................................................................................ 31<br>26. Conflict with other agreements ....................................................................... 32<br>27. Whole agreement ............................................................................................ 32<br>28. Variations ........................................................................................................ 32<br>29. Invalidity ......................................................................................................... 32<br>30. No third-party enforcement rights .................................................................. 33<br>31. Governing law and jurisdiction ....................................................................... 33
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Project Arboris<br>Sale and Purchase Agreement<br>4 November 2025<br>4 137<br>Agreement for the sale and purchase of Just Evotec Biologics EU SAS<br>dated 4 November 2025<br>Parties<br>(1) Evotec SE, a publicly listed Societas Europaea incorporated under the laws of<br>Germany, registered with the commercial register of the local court of Hamburg<br>under the registration number HRB 156381, whose business address is at<br>Essener Bogen 7, 22419 Hamburg, Germany (the Seller);<br>and<br>(2) Sandoz AG, a publicly listed stock corporation incorporated under the laws of<br>Switzerland, registered with the Commercial Register Office of the Canton of<br>Basel-Stadt under the registration number CHE-103.977.765, whose business<br>address is at Centralbahnstrasse 4, 4051 Basel, Switzerland (the Purchaser),<br>(each a Party in this Agreement and collectively, the Parties).<br>Preamble<br>(A) The Seller is the sole shareholder of the Company.<br>(B) The Company is engaged in the development of biosimilars and<br>biopharmaceutical drug substances (hereinafter the Goods) as well as their<br>production to support clinical trials and commercial manufacturing (including,<br>but not limited to, its perfusion-based continuous manufacturing platform and<br>other proprietary platform technology owned by Just Evotec Biologics, Inc.,<br>a Delaware corporation wholly owned by the Seller (JEB US)).<br>(C) The Seller intends to sell all of the Shares and the Purchaser intends to purchase<br>such Shares on the terms of this Agreement (hereinafter the Transaction).<br>(D) The works council of the Company has been consulted on the sale of the Shares<br>to the Purchaser and issued its opinion on 3 September 2025. Each employee of<br>the Company has been informed of the sale of the Shares in accordance with<br>articles L. 23-10-7 et seq. of the French Commercial Code.<br>(E) The Purchaser and JEB US have entered into that certain Master Collaboration<br>Agreement (effective 9 May 2023) as amended by six amendment agreements<br>(MCA) governing the collaboration between the Purchaser and JEB US with<br>regard to the development and manufacture of a pipeline of biosimilar products<br>to enable the Purchaser to commercialize those products.<br>(F) With effect as of the Effective Date JEB US and the Purchaser intend to enter<br>into that certain Framework Services Agreement and that certain License<br>Agreement. Under the Framework Services Agreement, JEB US will, for an<br>interim period, continue to provide certain product development services,<br>including those contemplated under the MCA, and transfer the activities in<br>respect of such product development to the Company, and will provide<br>technology transfer services, in respect of the products developed by it for the<br>Purchaser as well as the Just Platform Technology (as defined in the Framework
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Project Arboris<br>Sale and Purchase Agreement<br>4 November 2025<br>5 137<br>Services Agreement). Under the License Agreement, JEB US grants a license<br>to the Purchaser in respect of the Just Platform Technology.<br>(G) In connection with the transactions contemplated under this Agreement and<br>contemporaneously with the Framework Services Agreement and the License<br>Agreement, the Parties intend to enter into that certain Site Services and<br>Transitional Services Agreement.<br>(H) The overall purpose of the transactions contemplated by this Agreement, the<br>Site Services and Transitional Services Agreement, the Framework Services<br>Agreement and the License Agreement is to enable the Purchaser and any of its<br>Affiliates to assume the development and manufacturing activities of JEB US<br>agreed under the MCA and to equip the Company with the capabilities to<br>achieve and/or carry out the development and manufacturing activities<br>independently and in accordance with the timelines agreed pursuant to the<br>Framework Services Agreement (the Transaction Purpose). By means of the<br>purchase of the Company, the Parties also seek to support a technology transfer<br>of JEB Just Platform Technology (as defined in the Framework Services<br>Agreement) as contemplated in the MCA, as such technology transfer is defined<br>and described in the Framework Services Agreement.<br>(I) Words and expressions used in this Agreement shall be interpreted in<br>accordance with Schedule (D) (Definitions and interpretation).<br>Now therefore it is agreed:<br>1. Sale and purchase of Shares<br>Subject to the terms of this Agreement, the Seller hereby sells (verkauft) and the<br>Purchaser hereby purchases (kauft), with economic effect as of the Effective<br>Date, the Shares (together with all rights attaching thereto as of the Effective<br>Date, including the right to receive dividends in respect of the current fiscal year<br>and in respect of previous fiscal years, in each case to the extent that such<br>dividends have not been paid to the Seller (or any then existing shareholder(s))<br>prior to or on the Effective Date).<br>2. Purchase Price<br>2.1 The aggregate purchase price to be paid by the Purchaser to the Seller for the<br>Shares (the Purchase Price) shall be the amount resulting from the following<br>calculation:<br>(a) EUR 225,000,000 (two hundred twenty-five million euros) (the<br>Enterprise Value);<br>plus<br>(b) an amount equal to the Cash of the Company;<br>minus<br>(c) an amount equal to the Debt of the Company;
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Project Arboris<br>Sale and Purchase Agreement<br>4 November 2025<br>6 137<br>plus<br>(d) if the Net Working Capital of the Company exceeds the Target Net<br>Working Capital, the amount in excess of the Target Net Working<br>Capital;<br>minus<br>(e) if the Net Working Capital of the Company is less than the Target Net<br>Working Capital, the amount which is less than the Target Net Working<br>Capital.<br>2.2 For purposes of clause 2.1 and throughout this Agreement:<br>(a) Cash means the amount as per the Effective Date of those items that are<br>to be accounted for in the relevant accounts listed under<br>Schedule 2.2 (Cash, Debt, Working Capital);<br>(b) Debt means the amount as per the Effective Date of those items that are<br>Schedule 2.2 (Cash, Debt, Working Capital);<br>(c) Net Working Capital means the amount as per the Effective Date of<br>those items that are to be accounted for in the relevant accounts listed<br>under Net Working Capital in Schedule 2.2 (Cash, Debt, Working<br>Capital); and<br>(d) Target Net Working Capital means the negative amount of<br>EUR 1,835,474 (one million eight hundred thirty-five thousand four<br>hundred seventy-four euros);<br>. 2.3 The relevant amounts under clause 2.2 above shall be determined in accordance<br>with the specific methods and principles set out in Schedule 2.3 (Accounting<br>Guidelines) (the Accounting Guidelines).<br>2.4 As soon as practicable, but no earlier than ten (10) and no later than seven (7)<br>Business Days prior to the Scheduled Closing Date, the Seller shall provide the<br>Purchaser in writing, together with the relevant underlying calculations and<br>figures, including, in particular, the latest monthly balance sheet<br>management accounts available, with a good-faith estimate of the Purchase<br>Price, including estimates of Cash, Debt (including the amounts of the Inter-Company Loans and the Additional Inter-Company Loans which are in any case<br>to be shown as separate items (if any)) and Net Working Capital (the Estimated<br>Purchase Price). The Purchaser and its advisers shall be given reasonable<br>opportunity to verify the calculations and estimates of the amounts provided by<br>the Seller, including, for the avoidance of doubt, the right to raise corresponding<br>questions and to receive respective answers from the Seller, and, in the event of<br>justified concerns, to negotiate in good faith a potential adjustment of the<br>estimated amounts, taking into account the short time period remaining until the<br>Closing. Insofar as there is any disagreement which cannot be settled until the
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Project Arboris<br>Sale and Purchase Agreement<br>4 November 2025<br>7 137<br>shall prevail.<br>2.5 On the Scheduled Closing Date, the Purchaser shall pay the Estimated Purchase<br>2.6 The Parties acknowledge that, following Closing, the Company is expected to<br>receive additional grant income from Bpifrance and Région Occitanie (the<br>Additional Grants). The Purchaser shall pay deemed as an adjustment to the<br>Purchase Price in accordance with clause 2.8 an amount equal to the full<br>amount of any actually received Additional Grants to the Seller (but net of (i) a<br>lump-sum amount of 16.6 % of the Additional Grants to account for any Taxes<br>arising at the level of the Company in connection with the receipt of such<br>Additional Grants or (ii) any statutory fees or necessary out-of-pocket costs<br>incurred in connection with the receipt of such Additional Grants or payment of<br>such amount to the Seller (for the avoidance of doubt, excluding any internal<br>administration or overhead costs incurred by the Company or the Purchaser)),<br>provided that these amounts are received after the Effective Date, promptly<br>upon each receipt of any such Additional Grants by the Company and, in any<br>event, in each case no later than ten (10) Business Days after such receipt. The<br>Purchaser shall promptly (unverzüglich) notify the Seller of each receipt of any<br>Additional Grants. It being specified, for the avoidance of doubt, that any<br>amounts paid by Bpifrance or Région Occitanie that the Company is required to<br>repay in accordance with the terms and conditions of the BPI Subsidy<br>Agreement and/or the Région Occitanie Advance Agreements and schedules<br>agreed therein, shall not be considered as Additional Grants. The Purchaser shall<br>procure that the Additional Grants received by the Company shall not be passed<br>through to the Purchaser in violation of the BPI Subsidy Agreement and the<br>Région Occitanie Advance Agreements.<br>2.7 The Parties assume that the sale and transfer of the Shares is either not subject<br>to VAT or exempt from VAT. The Seller undertakes not to waive any VAT<br>exemption in respect of the sale and transfer of the Shares. If any VAT is<br>payable on the sale and transfer of the Shares and owed by the Seller without<br>such VAT being caused by a waiver of a VAT exemption by the Seller, the<br>Purchaser shall pay the VAT plus 50 per cent of any interest thereon to the Seller<br>in addition to the Purchase Price ten (10) Business Days after the receipt of an<br>invoice in accordance with applicable law.<br>2.8 Any payment made in satisfaction of a liability arising under a Seller Obligation<br>or a Purchaser Obligation shall, so far as possible, be deemed to be an<br>adjustment of the Purchase Price.<br>3. Closing Statement/settlement payments<br>The Parties shall determine the final Purchase Price and settle any differences<br>between the Estimated Purchase Price and the final Purchase Price, in<br>accordance with the principles and procedures set forth in Schedule 3 (Closing<br>Statements/Settlement Payments).
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Project Arboris<br>Sale and Purchase Agreement<br>4 November 2025<br>8 137<br>4. Pre Effective Date undertakings<br>4.1 To the extent permitted by applicable law, from the date of this Agreement until<br>the Effective Date (unless otherwise expressly permitted or required by the<br>terms of this Agreement or approved by the Purchaser), the Seller shall ensure<br>that the business of the Company is conducted in the Ordinary Course of<br>Business, s, provided always in compliance with applicable<br>law, and shall comply with the obligations set out in Schedule 4.1 (Conduct of<br>the Company pre-Closing). 4.2 The Purchaser is aware that the Company may need further financing in the<br>period between the date of this Agreement until the Effective Date. In case the<br>Company needs additional funding between the date of this Agreement until the<br>Effective Date in reasonable discretion, the Parties shall promptly and<br>in good faith discuss whether such funding will be provided by way of<br>additional shareholder loan(s) at an interest rate based on margins<br>in line with past practice from the Seller or any other member of the Seller<br>Group to the Company (the Additional Inter-Company Loan(s)). The Parties<br>shall use their reasonable endeavors to reach an agreement on the form of<br>funding within three (3) Business Days of the start of the discussions. If the<br>Parties fail to reach an agreement within this timeframe, the Seller may decide<br>on the form of funding at its sole discretion. The amount to be provided to the<br>actual financial situation and needs under the then given circumstances.<br>4.3 The Parties agree that, between the date of this Agreement and the Effective<br>Date, the Seller shall, and shall procure that the members of the Seller Group<br>shall use Commercially Reasonable Efforts to adhere to the pre-Closing action<br>plan as attached in Schedule 4.3 (Pre-Closing Action Plan) (the Pre-Closing<br>Action Plan). The Seller shall inform the Purchaser regularly, and promptly<br>upon reasonable request by the Purchaser, and in any case three (3) Business<br>Days prior to the Scheduled Closing Date, in adequate detail about the progress<br>of the implementation of the Pre-Closing Action Plan.<br>4.4 The Seller shall be responsible (both in terms of an obligation and financially)<br>for all activities as reasonably required from time to time, to (i) separate the<br>Company from the Seller Group, inter alia, by system access separation, data<br>extraction, setup of new instances or other measures as appropriate, and (ii)<br>enable the timely provision of the services as specified under the Site Services<br>and Transitional Services Agreement and the Framework Services Agreement<br>(jointly, the Separation); except in case both Parties agree to effect such<br>Separation activity by setting up a Company-specific, independent system<br>instance for use by the Company post Effective Date, in which case the Seller<br>shall be entitled to charge the agreed associated external set-up costs incurred<br>after the date of this Agreement to the Purchaser.. If full performance and<br>completion of any such agreed separation measures and activities has not been<br>fully accomplished by the Effective Date it shall continue to be an obligation<br>and the financial responsibility of the Seller under and pursuant to this clause 4.4<br>until full accomplishment.
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Project Arboris<br>Sale and Purchase Agreement<br>4 November 2025<br>9 137<br>4.5 Without prejudice to the generality of clause 4.4, to the extent the provision of<br>services under the Site Services and Transitional Services Agreement or under<br>the Framework Services Agreement requires the consent of a third party<br>supplier (Third Party Consent), the Seller shall (i) identify all such Third Party<br>Consents (for clarity: also for reverse services where the Company is the service<br>provider) and (ii) use Commercially Reasonable Efforts to obtain each such<br>Third Party Consent prior to the Effective Date. To the extent that Third Party<br>Consents for a service to be provided to a member of the Purchaser Group are<br>only granted subject to conditions (including the condition of additional<br>payments), the Seller shall notify the Purchaser of any such conditions and allow<br>for the Purchaser to decide whether such conditions shall be accepted. At the<br>request of the Purchaser, the Seller shall provide updates on its progress in<br>obtaining Third Party Consents and in any case five (5) Business Days prior to<br>the Scheduled Closing Date inform the Purchaser in adequate detail about the<br>progress and provide adequate documentation evidencing a Third Party Consent<br>five (5) Business Days prior to the Scheduled Closing Date. All costs and<br>expenses incurred by Seller in connection with identifying and obtaining any<br>Third Party Consents (for clarity: also where the Company is the service<br>provider) shall be shared equally between the Parties.<br>4.6 To the extent the Seller is unable to obtain any Third Party Consent in<br>accordance with clause 4.5 or any such Third Party Consent is revoked or<br>terminated, in the period prior to and post-Closing (i) the Seller shall notify the<br>Purchaser as soon as reasonably possible upon becoming aware and (ii) the<br>Seller shall co-operate with the Purchaser to determine a commercially<br>reasonable alternative and use Commercially Reasonable Efforts to minimize<br>any adverse impact on the Purchaser or any other member of the Purchaser<br>Group. All costs, expenses or other losses incurred by the Purchaser and/or the<br>Company resulting from the Seller being unable to obtain any Third Party<br>Consent, shall be shared equally between the Parties.<br>4.7 The Seller shall, for a period of up to three (3) months after the Effective Date,<br>use Commercially Reasonable Efforts to answer ad-hoc questions as reasonably<br>required and requested by the Company or the Purchaser or any of their relevant<br>Representatives in respect of all areas where prior to the Effective Date a<br>member of the Seller Group provides a service to the Company, which service<br>shall not be continued after the Effective Date either under the Site Services and<br>Transitional Services Agreement (including, for the avoidance of doubt, as an<br>Omitted Services as defined therein) and or under the Framework Services<br>Agreement.<br>4.8 Until the Effective Date, the Purchaser and its Representatives shall not seek<br>and to the extent that the Seller, in its sole discretion, has given its prior consent<br>to such interaction, or unless specifically agreed under this Agreement or any<br>Transaction Document. The exchange of sensitive information and the taking of<br>actions under this Agreement are subject to strict compliance with applicable<br>antitrust laws (including appropriate clean team procedures, as required).
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Project Arboris<br>Sale and Purchase Agreement<br>4 November 2025<br>10 137<br>4.9 In the period until the Effective Date the Parties shall, and the Seller shall<br>procure that the Company will, to the extent legally permissible, cooperate in<br>good faith and meet in person or telephonically or via videoconference on a<br>regular basis and in addition at such times as are reasonably requested by the<br>Seller or the Purchaser to review and discuss the status and the implementation<br>of the Pre-Closing Action Plan, the Separation and the Third Party Consents,<br>and any issues arising in connection with such matters.<br>4.10<br>Framework Services Agreement shall apply as from the date of this Agreement.<br>4.11 The Seller shall, and shall procure that JEB US will, use Commercially<br>Reasonable Efforts to assist the Purchaser in executing its own IP agreements<br>with the respective third parties relating to any IP which is used by the Company<br>to conduct or carry on its business or that are necessary for the Company to<br>achieve the Transaction Purpose and for which the Seller or JEB US have<br>concluded IP agreements with such third parties, but are not allowed to grant<br>sublicenses to the Purchaser or the Company. Such IP Contracts in particular<br>include the agreements relating to Horizon.<br>4.12 In the period until Closing, the Seller shall without undue delay deliver to the<br>Purchaser a notice, providing in reasonable detail, if any circumstances or<br>events become known (bekannt geworden sind) which render any statement<br>under any Warranties untrue or incorrect or no longer true and correct.<br>5. Conditions to Closing<br>5.1 The obligation to carry out Closing is subject to the following Conditions being<br>met or waived in writing in accordance with the terms of this Agreement:<br>(a) a confirmation in writing issued by the French Ministry in charge of<br>Economy (French Ministry of Economy) that the Transaction is not<br>subject to the prior authorization process provided by Articles L. 151-3<br>and R. 151-1 et seq. of the French Monetary and Financial Code; or the<br>express approval of the Transaction (including, as the case may be,<br>subject to conditions), issued by the French Ministry of Economy in<br>accordance with Articles L. 151-3 and R. 151-1 et seq. of the French<br>Monetary and Financial Code;<br>(b) all actions and measures which are set out in the Pre-Closing Action Plan<br>as to be completed by the end of the fourth (4th) Business Day prior to<br>the end of the relevant calendar month during which the Scheduled<br>Closing Date shall occur, have been duly implemented in all material<br>respects and confirmed accordingly by the Seller, and jointly agreed and<br>documented accordingly by the Parties; and<br>(c) no Material Adverse Change has occurred between the date of this<br>Agreement and the Scheduled Closing Date, it being understood that for<br>the purposes of this Agreement, Material Adverse Change shall mean<br>only the occurrence of the following events (and no others), provided<br>that (i) the event was not actually known to the Purchaser as of the date<br>of this Agreement, and (ii) such event has or is reasonably likely to have
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Project Arboris<br>Sale and Purchase Agreement<br>4 November 2025<br>11 137<br>an adverse effect (as defined below) on the business operations or<br>financial condition of the Company or JEB US:<br>(i) substantial destruction or damage to the main manufacturing<br>facilities or essential assets (including essential Intellectual<br>Property Rights), or<br>(ii) material reduction in its ability to carry on its core business<br>operations caused by a change in law or otherwise, including<br>development or other technical activities, or the suffering of a<br>material loss of operational capacity or capability,<br>in each case (i) and (ii) (A) either of the Company, or of JEB US, but in<br>respect of JEB US only to the extent that, as a direct consequence, the<br>Company anticipates unrecovered costs exceeding EUR 25,000,000, or<br>(B) it is objectively and demonstrably established that the Seller, or a<br>relevant member of the Seller Group, will be unable to provide essential<br>services to be rendered under the FSA and TSA after the Effective Date;<br>provided that no such Material Adverse Change shall be deemed to have<br>occurred if such Material Adverse Change was solely caused because of<br>the Purchaser not complying with its contractual duties as customer of<br>the Company.<br>A Material Adverse Change shall be deemed to have occurred<br>irrespective of whether or not the underlying events, facts or<br>circumstances may give rise to any claims of the Purchaser for damages<br>or indemnification, or any other rights, claims or remedies of the<br>Purchaser under this Agreement.<br>5.2 The Seller shall, at its own cost, use best endeavours to ensure that the Condition<br>under clause 5.1(b) is fulfilled as soon as practicable after the date of this<br>Agreement. The Seller and the Purchaser shall use their respective best<br>endeavours to ensure that the Condition under clause 5.1(a) is fulfilled as soon<br>as practicable after the date of this Agreement in accordance with the terms of<br>clause 5.3, without, however, the Purchaser being obliged to accept any<br>conditions or obligations (Auflagen oder Bedingungen) as may be indicated by<br>the French Ministry of Economy as a prerequisite for or in connection with the<br>fulfilment of the Condition under clause 5.1(a).<br>5.3 The Purchaser shall have primary responsibility for obtaining all consents,<br>approvals or actions of any Governmental Entity which are required in order to<br>satisfy any relevant Condition and shall take all steps necessary for that purpose<br>(including making appropriate submissions, notifications and filings, in<br>consultation with the Seller, within ten (10) Business Days after the date of this<br>Agreement, to the extent not already made prior to the date of this Agreement),<br>and offering to accept, within seven (7) Business Days following receipt of a<br>respective request or information from the French Ministry of Economy, all<br>reasonable conditions that (a) are commercially not significantly burdensome<br>for the Purchaser, and/or (b)<br>exposure in the context of this Transaction and its underlying business rationale.
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Project Arboris<br>Sale and Purchase Agreement<br>4 November 2025<br>12 137<br>For this purpose, the Purchaser shall, subject to compliance with applicable<br>Law:<br>(a) promptly (unverzüglich) and sufficiently in advance notify the Seller<br>(and provide copies or, in the case of non-written communications,<br>particulars) of any notice, submission, response or other communication<br>it intends to make or give to a Governmental Entity relating to any such<br>consent, approval or action;<br>(b) communicate with any such Governmental Entity only after prior<br>consultation with the Seller or its advisers (reasonably considering any<br>reasonable comments and requests made by the Seller and its advisers<br>in relation to any notice, submission, response or other communication);<br>(c) regularly inform the Seller of the status of any submissions,<br>notifications, filings or other communication in order to obtain the<br>appropriate consents, approvals or actions from the Governmental<br>Entities at the earliest possible time;<br>(d) upon request of the respective Governmental Entity allow the Seller and<br>its advisers to attend and make oral representations at all meetings,<br>discussions and conferences with such Governmental Entity; and<br>(e) to the extent that a Governmental Authority indicated its consent or<br>approval cannot be given without requiring remedial action, propose,<br>accept, comply with, and/or enter into, within seven (7) Business Days<br>following receipt of a respective request or information from the French<br>Ministry of Economy, any and all reasonable conditions that (a) are<br>commercially not significantly burdensome for the Purchaser and/or (b)<br>risk exposure in the context of<br>this Transaction and its underlying business rationale, which are<br>necessary to obtain the clearance.<br>5.4 Except as required by applicable law, in the period before the Effective Date,<br>the Parties shall not (i) make any application to any Governmental Entity in<br>relation to the Transaction which is not required to satisfy a Condition, (ii) make<br>any application in relation to the Transaction or otherwise which may reduce<br>the likelihood of obtaining the relevant regulatory approval or (iii) withdraw any<br>application to any Governmental Entity in relation to the Transaction without<br>obtaining the prior written consent to the making thereof and to<br>the form and content thereof.<br>5.5 The Parties undertake and shall procure that their respective Affiliates shall not<br>take any action, enter into any transaction or agreement (including any merger<br>or acquisition) which if carried out would reasonably likely be expected to<br>materially hinder or prolong the performance of any of the Conditions or<br>otherwise prevent, delay or impair the consummation of the transactions<br>contemplated by this Agreement.<br>5.6 The Parties shall cooperate reasonably in all respects in the preparation of any<br>application or notice and in all submissions, enquiries and investigations.
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Project Arboris<br>Sale and Purchase Agreement<br>4 November 2025<br>13 137<br>5.7 The Seller shall, to the extent permitted by Law, provide to (i) the Purchaser<br>and/or its advisers (subject to appropriate clean team procedures and/or on a<br>counsel-to-counsel basis only) and (ii) any Governmental Entity all information<br>and documentation reasonably requested for the submission of applications,<br>notices and documents to such Governmental Entity.<br>5.8 The Purchaser may, by notice in writing to the Seller, waive (in whole or in part)<br>any of the Conditions under clauses 5.1(b) and 5.1(c).<br>5.9 The Seller and the Purchaser shall notify each other promptly (unverzüglich)<br>(but in any event within one (1) Business Day upon becoming aware) that any<br>of the Conditions have been satisfied. The date on or by which all of the<br>Conditions (other than the Condition in clause 5.1(c)) are satisfied (or have been<br>waived in accordance with clause 5.8), and, in the case of the Condition in<br>clause 5.1(c), which requires the non-occurrence of a specific event (a Negative<br>Condition), no such event has occurred on or before the time at which all other<br>Conditions have been satisfied (or have been waived in accordance with<br>clause 5.8), is the Unconditional Date. If the Negative Condition, i.e. the<br>absence of a Material Adverse Change, is not or no longer fulfilled after such<br>Unconditional Date and at the Scheduled Closing Date, the Unconditional Date<br>shall be the date on which the Material Adverse Change has been fully and<br>unconditionally remediated by the Seller.<br>5.10 If the Unconditional Date has not occurred on or before 31 January 2026, either<br>Party may terminate this Agreement, the Purchaser may terminate this<br>Agreement, by giving written notice to the other Party, provided that a Party<br>may only terminate this Agreement if (i) it has not prevented the timely<br>occurrence of the Unconditional Date or fulfilment of the Negative Condition<br>in bad faith (wider Treu und Glauben) and (ii) it has fully performed its<br>respective obligations under clauses 5.2 to 5.6. Such termination shall only be<br>valid if the recipient Party has received the notice of termination before the<br>Unconditional Date and in any case prior to Closing.<br>5.11 Any failure to exercise a right to withdraw from this Agreement shall under no<br>circumstances be deemed to constitute a waiver of any other right the Party<br>entitled to such withdrawal may have under or in connection with this<br>Agreement.<br>5.12 If this Agreement is terminated pursuant to clause 5.10, it shall cease to have<br>legal force and binding effect, except for the Surviving Provisions, which shall<br>not be affected by such termination. In such event, neither Party (nor any of its<br>Affiliates) shall have any continuing obligation to the other Party (or any of its<br>Affiliates) or any claim against the other Party (or any of its Affiliates) under<br>this Agreement, other than claims for breaches of this Agreement that occurred<br>prior to termination or pursuant to the Surviving Provisions.<br>6. Closing<br>6.1 Unless otherwise agreed between the Parties, Closing shall take place at the<br>offices of Freshfields in Frankfurt in the afternoon of the last Business Day of<br>the calendar month in which the Unconditional Date occurs. If there are less
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Project Arboris<br>Sale and Purchase Agreement<br>4 November 2025<br>14 137<br>than three (3) Business Days between the Unconditional Date and the last<br>Business Day of that calendar month, Closing shall be on the last Business Day<br>of the following calendar month. The Parties may also mutually agree at any<br>time in writing on a different date or place (including by way of electronic<br>means).<br>6.2 On the Scheduled Closing Date, both the Seller and the Purchaser shall execute<br>or perform (or procure to be executed or performed) all of the documents and<br>actions set out in respect of each Party or any of its Affiliates (as the case may<br>be) in Schedule 6.2 (Closing arrangements).<br>6.3 If the Seller (on the one hand) or the Purchaser (on the other hand) fails to<br>comply with any Material Obligation in Schedule 6.2 (Closing arrangements),<br>the other Party shall (in addition to and without prejudice to any other available<br>rights and remedies) be entitled to give written notice to the defaulting Party on<br>the Scheduled Closing Date, to:<br>(a) require Closing to take place to the extent practicable in light of the<br>defaults that have occurred; or<br>(b) notify the defaulting Party of a new date for Closing (which shall not be<br>more than thirty (30 Business Days after the Scheduled Closing Date),<br>in which case the provisions of this clause 6.3 (other than this clause 6.3)<br>and Schedule 6.2 (Closing arrangements) shall apply to Closing so<br>postponed but on the basis that such postponement may only be made<br>once; or<br>(c) terminate this Agreement (other than the Surviving Provisions) provided<br>that the defaulting Party does not comply with all of its Material<br>Obligations within a grace period of fourteen (14) Business Days<br>commencing on the Scheduled Closing Date.<br>6.4 If either the Seller or the Purchaser complies with all its respective Material<br>Obligations in Schedule 6.2 (Closing arrangements) but fails to comply with an<br>obligation in Schedule 6.2 (Closing arrangements) which is not a Material<br>Obligation, the other Party shall be obliged to carry out the Closing and, to the<br>extent that any such obligation is not performed on the Scheduled Closing Date,<br>the defaulting Party shall (without prejudice to any other rights and remedies of<br>the other Party) use its best endeavours to ensure that such obligation is<br>performed as soon as practicable after the Scheduled Closing Date.<br>6.5 If Closing is deferred in accordance with clause 6.3(b) and either Party fails to<br>comply with its Material Obligations under Schedule 6.2 (Closing<br>arrangements) at such deferred Closing, the non-defaulting Party shall have the<br>right to terminate this Agreement by giving written notice to the other Party.<br>6.6 For the purposes of clauses 6.3 through 6.5, a Material Obligation is: (i) in<br>relation to the Seller, the obligations set out in paragraph 1 (a), (c) through and<br>including (f) (i) and (j) of Schedule 6.2 (Closing arrangements); and (ii) in<br>relation to the Purchaser, the obligations set out in paragraph 1(c), (j) and (k) of<br>Schedule 6.2 (Closing arrangements).
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Project Arboris<br>Sale and Purchase Agreement<br>4 November 2025<br>15 137<br>7. Seller Warranties<br>7.1 The Seller hereby guarantees to the Purchaser by way of an independent promise<br>of guarantee within the meaning of Sec. 311 para. 1 of the German Civil Code<br>(selbstständiges Garantieversprechen im Sinne des § 311 Abs. 1 BGB) within<br>the scope and subject to the limitations set out in Schedule 7.1 (Remedies for<br>) that the statements made in<br>Schedule 7 (Seller Warranties) are correct as at the date of this Agreement<br>(unless the relevant Warranty expressly refers to a different reference date), and<br>shall undertake to use Commercially Reasonable Efforts that such Seller<br>Warranties will be true and accurate also at Closing, in each case unless<br>otherwise Fairly Disclosed in the Disclosure Schedule or, with regard to the<br>Warranties that are (also) given or repeated as of the Scheduled Closing Date,<br>in the Bring-Down Notice, and taking into account that the Seller shall provide<br>the Bring-Down Notice for the purpose of the W&I Insurance, which, for the<br>avoidance of doubt, shall not result in any Claims or adjustment of the Purchase<br>Price against the Seller (except in case of breach of any of the Warranties set<br>forth in paragraph 1.2 of Schedule 7 (Seller Warranties)).<br>7.2 Any statement in this Agreement qualified by the phrase so far as the Seller is<br>aware, to the knowledge of the Seller or any similar phrase shall be deemed to<br>be made only on the basis of:<br>(a) the actual knowledge of the following individuals at the date of this<br>Agreement:<br><br> (b) the knowledge the individuals referred to in sub-clause (a) could have<br>had, applying the diligence of a prudent businessman (Sorgfalt eines<br>ordentlichen Geschäftsmanns), after due inquiry of the following<br>individuals:
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Project Arboris<br>Sale and Purchase Agreement<br>4 November 2025<br>16 137<br><br> 7.3 On the Scheduled Closing Date, the Seller shall deliver to the Purchaser a notice<br>substantially in the form as set out in Schedule 7.3 (Bring-Down Notice) (the<br>Bring-Down Notice) in respect of those Warranties which are given by the<br>Seller (also) as of Closing pursuant to which the Seller reviews such Warranties<br>and Fairly Discloses not earlier than two (2) Business Days prior to the<br>Scheduled Closing Date, in reasonable detail, any circumstances or events<br>having become known (bekannt geworden sind) to the Seller after the date of<br>this Agreement which would render any such Warranties untrue or otherwise<br>incorrect as of the Scheduled Closing Date.<br>7.4 The Purchaser acknowledges and agrees that, save as set out in the Transaction<br>Documents, no other statement, promise or forecast made by or on behalf of the<br>Seller or any other member of the Seller Group or the Company shall form the<br>basis of any claim by the Purchaser or any other member of the Purchaser Group<br>under or in connection with this Agreement.<br>7.5 The Purchaser confirms that the Seller shall only be responsible to the extent set<br>out in this Agreement for acts (or omissions), statements made (or omitted) and<br>knowledge held by the individuals set out in clause 7.2(a) above and that all<br>acts, omissions, statements and knowledge of other persons, including but not<br>limited to agents, directors and employees of the Company, shall not be<br>attributed or imputed to the Seller. Without any prejudice to the provisions<br>according to clause 7.2, the Purchaser confirms that the attribution of<br>knowledge of so-called knowledge representatives (Wissensvertreter) to the<br>Seller is expressly excluded.<br>7.6 The Purchaser acknowledges that no employee, director, officer, adviser or<br>agent of the Company has been appointed or authorised by the Seller as a person<br>assisting the Seller in the performance of its duties (Erfüllungsgehilfe) in<br>connection with the Transaction. No liability shall attach to the Seller in respect<br>to any statement, promise, forecast or disclosure made or omitted by any person<br>assisting the Seller in the performance of its duties (Erfüllungsgehilfe).<br>7.7 Except for and in relation to persons who have acted fraudulently (arglistig) or<br>with wilful misconduct (vorsätzlich), the Purchaser agrees and undertakes to the<br>Seller that neither it nor any other member of the Purchaser Group shall have<br>any rights in relation to and will waive and shall not make any claim against,<br>any employee, director, officer, adviser or agent of (i) the Company; or (ii) any<br>member of the Seller Group on whom the Purchaser may have relied prior to<br>entering into this Agreement or any other Transaction Document.
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Project Arboris<br>Sale and Purchase Agreement<br>4 November 2025<br>17 137<br>8. Purchaser Warranties<br>The Purchaser hereby guarantees by way of an independent promise of<br>guarantee within the meaning of Sec. 311 para. 1 of the German Civil Code<br>(selbstständiges Garantieversprechen im Sinne des § 311 Abs. 1 BGB) that the<br>statements made in Schedule 8 (Purchaser Warranties) are correct as at the date<br>of this Agreement and (if the relevant Purchaser Warranty expressly refers to<br>the Effective Date, also) as of Closing.<br>9. Third-Party Claims<br>9.1 If a third party (excluding any Governmental or Tax Authority) makes or files<br>against the Purchaser or the Company a claim, suit, action or proceeding, or<br>threatens to commence such proceedings in writing, in respect of which the<br>Purchaser may reasonably believe to be entitled to make a Claim against the<br>Seller (a Third-Party Claim), the Purchaser shall:<br>(a) Notify the Seller without undue delay (and in any event within ten (10)<br>Business Days of becoming aware thereof) of the Third-Party Claim and<br>ensure that the Seller and its respective advisors are given, to the extent<br>available to the Purchaser or the Company, all reasonable information<br>and opportunity to investigate the claim;<br>(b) not admit any liability or enter into any agreement or compromise in<br>respect of any Third-Party Claim without the prior written approval of<br>the Seller (and shall ensure that each member of the Purchaser Group<br>does not do so), such approval not to be unreasonably withheld,<br>conditioned or delayed, and to be deemed given if not withheld or<br>conditioned, as the case may be, in writing within fifteen (15) Business<br>Days of notification, provided that the Purchaser (and members of the<br>Purchaser Group) may take such actions as are necessary to mitigate loss<br>or to comply with applicable Law or regulation; and<br>(c) (subject to indemnification by the Seller of the Purchaser or the relevant<br>member of the Purchaser Group against all reasonable out-of-pocket<br>costs and expenses in respect of that Third-Party Claim) procure that it<br>and each relevant member of the Purchaser Group shall:<br>(i) take such action as the Seller may reasonably request to avoid,<br>resist, challenge, appeal, settle or defend against the Third-Party<br>Claim, provided that the Seller shall always consider in good<br>faith the reasonable interests of the Purchaser and the Purchaser<br>Group;<br>(ii) permit the Seller, always considering in good faith the<br>reasonable interests of the Purchaser and the Purchaser Group,<br>to assume the conduct of any proceedings and/or negotiations<br>arising in connection with the Third-Party Claim if it so desires,<br>provided that such conduct (i) does not violate any Law, or (ii)<br>is not likely to cause a material and quantifiable adverse impact<br>on the Company s core business operations that cannot be
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Project Arboris<br>Sale and Purchase Agreement<br>4 November 2025<br>18 137<br>reasonably mitigated and (iii) the Seller confirms that it will<br>indemnify and hold harmless the Purchaser and all relevant<br>members of the Purchaser Group in full in respect of the Third-Party Claim; and<br>(iii) provide the Seller with such information and assistance as it may<br>reasonably require in connection with the preparation and<br>conduct of any proceedings and/or negotiations in relation to the<br>Third-Party Claim<br>such assistance does not materially disrupt the Purchaser (or the<br>. The Purchaser s failure to comply with its obligations under this clause 9 shall<br>release the Seller from its obligations or liability in respect of the relevant Claim<br>if and to the extent the Seller is actually prejudiced as a result of such failure<br>, gross<br>negligence, or material breach of any other Seller Obligations.<br>9.2 If a third party (excluding any Governmental or Tax Authority) makes or files<br>against the Seller a claim, suit, action or proceeding, or threatens to commence<br>such proceedings in writing, in respect of which the Seller may reasonably<br>believe to be entitled to make a Claim against the Purchaser if such claim by the<br>third party were successful clause 9.1 shall apply mutatis mutandis. 10. Tax<br>10.1 In relation to Taxes (except for the Tax Warranties), the provisions of<br>Schedule 10 (Tax Covenant) shall apply, unless this Agreement explicitly<br>stipulates otherwise.<br>10.2 The Tax Covenant shall come into effect at Closing with the exception of<br>paragraphs 3.1 and 3.2 of the Tax Covenant which shall come into effect at the<br>date of this Agreement.<br>11. Insurance<br>In relation to policies of insurance in respect of the Company and its business,<br>the provisions of Schedule 11 (Insurance) shall apply.<br>12. Employees<br>In relation to employment matters, the provisions of Schedule 12 (Employment<br>matters) shall apply.<br>13. Inter-Company Loan Amounts and Inter-Company Trading Debt<br>In respect of the Inter-Company Loan Amounts, the Additional Inter-Company<br>Loans and the Inter-Company Trading Debt, the provisions of Schedule 13<br>(Inter-Company Debt) shall apply.
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Project Arboris<br>Sale and Purchase Agreement<br>4 November 2025<br>19 137<br>14. Changes of name<br>The Purchaser shall ensure, to the extent legally possible, that:<br>(a) as soon as reasonably practicable after the Effective Date and in any<br>event within three (3) months after the Effective Date, the name of the<br>Company consisting of or containing the word or Evotec is<br>changed to a name that does not consist of or contain that word or a word<br>that is substantially the same or confusingly similar; for the avoidance<br>of doubt, until such change of the name of the Company has been<br>recorded in the relevant register, the Company is permitted to continue<br>Evotec its name (Purchaser shall be<br>obliged and cause the Company to make any relevant filings or<br>applications as soon as reasonably possible);<br>(b) as soon as reasonably practicable after the Effective Date and in any<br>event within nine (9) months after the Effective Date, the Company shall<br>cease using or displaying any trade or service name or trade mark,<br>business name, logo or domain name used or held by any member of the<br>Seller Group or any trade or service name or trade mark, business name,<br>logo or domain name which is substantially the same or confusingly<br>similar to any of them (together ), unless otherwise<br>specified in this Agreement, the Framework Services Agreement, the<br>Licence Agreement or any other agreement between the Purchaser and<br>the Seller or any member of the Seller Group; with regard to any purely<br>internal use or display o<br>nine (9) months period<br>and is only required to undertake Commercially Reasonable Efforts to<br>cease such internal use or display of any and<br>(c) the Company does not hold itself out as being part of, or otherwise<br>connected or associated with, the Seller Group after the Effective Date.<br>15. Indemnification of Beneficiaries<br>15.1 If, after the Effective Date, any member of the Seller Group or any of its present<br>or former directors, officers or employees (the Beneficiaries) is held liable by a<br>third party (including, for the avoidance of doubt, the Company, a member of<br>the Purchaser Group or any Governmental Entity other than a Tax Authority)<br>for any existing or future (known or unknown, actual or contingent, accrued or<br>unaccrued) liability or obligation of the Company or any existing or future<br>(known or unknown, actual or contingent, accrued or unaccrued) liability or<br>obligation arising out of or in connection with the conduct of the business of the<br>Company or out of or in connection with any previous direct or indirect<br>shareholding or interest of the Seller in the Company, the Purchaser shall, to the<br>extent permitted by Law, and further provided that such liability or obligation<br>is based on facts occurring before the Effective Date, indemnify (freistellen) the<br>Beneficiaries against any and all liability, loss, damage and injury, together with<br>all reasonable external expenses in connection therewith, including reasonable<br>legal fees, arising out of or resulting from any such third-party claim unless and<br>to the extent (i) the Purchaser is entitled to be indemnified by the Seller under
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Project Arboris<br>Sale and Purchase Agreement<br>4 November 2025<br>20 137<br>the terms of this Agreement against such third party claim, (ii) the claim is<br>covered by an insurance policy, or (ii) the Seller s or any other Beneficiary s<br>liability results from (a) any wilful misconduct (Vorsatz) or fraud (Arglist) of<br>the Seller or any other Beneficiary, or (b) any material breach of the Seller or<br>any Beneficiary of any obligation or undertaking under or in connection with<br>this Agreement or any other Transaction Document.<br>15.2 The Seller shall arrange, with effect from, and for a period of three (3) years<br>after, the Effective Date, for run-off directors and officers (D&O) liability<br>insurance coverage in respect of the persons listed in Schedule 15.2<br>(Beneficiaries of D&O insurance) with a maximum limit of liability coverage<br>of EUR 5,000,000. For the avoidance of doubt, any deductibles applicable to a<br>claim under the run-off D&O liability insurance shall be borne by the Seller.<br>The cost of the run-off D&O liability insurance policy, including applicable<br>insurance premium taxes and a reasonable broker fee to secure the run-off D&O<br>liability insurance shall be equally shared between the Parties.<br>15.3 Clause 9 shall apply mutatis mutandis to any third-party claim in the meaning<br>and context of this clause 15.<br>15.4 Except to the extent that the Seller is liable under clause 17, the Purchaser shall<br>indemnify and hold harmless the Seller, and the Seller Group, against any and<br>all liabilities, losses, or costs arising from any claim, order, fine, or proceeding<br>brought by any third party (including Governmental Entities or neighbors)<br>against the Seller, or and the Seller Group, to the extent such claim relates<br>to Environmental Matters (including Contamination or breach of<br>Environmental Laws), provided that:<br>(a) the Seller (or relevant member of the Seller Group) shall promptly notify<br>the Purchaser in writing of any such third-party claim;<br>(b) the Purchaser shall have the sole and exclusive right to manage, defend,<br>and settle any such third-party claim at its own expense and with counsel<br>of its choice, and the Seller (and relevant member of the Seller Group)<br>shall provide all reasonable cooperation in such defense.<br>15.5 Any specific claim by a Beneficiary under this clause 15 which is not based on<br>or in response to any claims raised by the Company or any member of the<br>Purchaser Group shall be time-barred thirty six (36) months after the Effective<br>Date and subject to a maximum aggregate liability cap equal to<br>EUR 10,000,000.<br>16. Information, records and assistance post Effective Date<br>16.1 For a period of five (5) years after the Effective Date and except as otherwise<br>provided in this Agreement or by mandatory law:<br>(a) each member of the Purchaser Group shall give the Seller (at the Seller s<br>cost) reasonable access, subject to strict compliance with applicable<br>antitrust laws, upon receipt of reasonable advance notice and during<br>Working Hours to the books, accounts, and any other records in its<br>possession (with the right to make copies thereof) so far as they relate to
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Project Arboris<br>Sale and Purchase Agreement<br>4 November 2025<br>21 137<br>the Company and the business carried on by the Company in the period<br>up to the Effective Date (the Purchaser Records); and<br>(b) each member of the Seller Group shall give the Purchaser (at the<br>Purchaser s cost) reasonable access, subject to strict compliance with<br>applicable antitrust laws, upon receipt of reasonable advance notice and<br>during Working Hours to the books, accounts, customer lists and any<br>other records in its possession so far as they relate to the Company or<br>the business carried on by the Company (with the right to make copies<br>thereof), but only to the extent reasonably required for tax, accounting,<br>regulatory or other mandatory purposes and so far as they have not<br>already been made available (and still are available), and provide the<br>Purchaser with all reasonably required support and information in<br>connection with such books, accounts, customer lists or other records in<br>its possession, including fully answering any reasonable questions<br>relating to the Company before or on the Effective Date (the Seller<br>Records).<br>These obligations are subject to the provisions of clause 21.<br>16.2 For a period of three (3) years after the Effective Date and except as otherwise<br>provided in this Agreement or by mandatory law:<br>(a) no member of the Purchaser Group shall dispose of or destroy any of the<br>Purchaser Records without giving the Seller at least two (2) months<br>notice of its intention to do so and a reasonable opportunity to remove<br>and retain them (at the Seller s expense); and<br>(b) no member of the Seller Group shall dispose of or destroy any of the<br>Seller Records without giving the Purchaser at least two (2) months<br>notice of its intention to do so and a reasonable opportunity to remove<br>and retain them (at the Purchaser s expense).<br>16.3 After the Effective Date:<br>(a) each member of the Purchaser Group shall (at the Seller s expense)<br>provide to each member of the Seller Group such assistance as the Seller<br>may reasonably request in relation to any third-party proceedings (other<br>than Tax Proceedings to which Schedule 10 (Tax Covenant) shall apply<br>exclusively) by or against any member of the Seller Group insofar as<br>they relate to the Company or the business carried on by the Company<br>prior to the Effective Date, including proceedings relating to employee<br>claims;<br>(b) the Seller shall use all reasonable efforts to promptly (unverzüglich)<br>forward to the Purchaser all written notices and correspondence it or a<br>member of the Seller Group receives which relate to the Company and<br>are of relevance to the business of the Company; and<br>(c) the Purchaser shall use all reasonable efforts to promptly (unverzüglich)<br>forward to the Seller all written notices and correspondence a member
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Project Arboris<br>Sale and Purchase Agreement<br>4 November 2025<br>22 137<br>of the Purchaser Group receives in relation to the Seller in connection<br> capacity as (former) shareholder of the Company.<br>16.4 The Purchaser shall ensure that if the Company ceases to be a member of the<br>Purchaser Group before the expiry of the periods specified in clauses 16.1 and<br>16.2, it shall continue to be able to meet its obligations set out therein with<br>regard to the Company.<br>16.5 Notwithstanding anything to the contrary in this Agreement, the Seller shall, to<br>the extent permitted by Law and technically feasible, use Commercially<br>Reasonable Efforts to<br>(a) where the retention and continued use of Business Data is not reasonably<br>required to provide a service under the Framework Services Agreement<br>or the Site Services and Transitional Services Agreement, arrange for<br>the transfer of such Business Data to the Company by or on the Effective<br>Date and<br>(b) where the retention and continued use of Business Data is reasonably<br>required to provide a service under the Framework Services Agreement<br>or the Site Services and Transitional Services Agreement, at the<br>Data and provide it to the Purchaser (or its nominee) or the Company.<br>Any such transfer or extraction of Business Data shall be in the format in which<br>such data exists and is maintained in the Ordinary Course of Business, or such<br>other format as the Parties may reasonably agree. The Seller shall, to the extent<br>reasonable, provide information and assistance reasonably requested by the<br>Purchaser to enable the Purchaser to understand such Business Data. The Seller<br>makes no representation or warranty as to the completeness or accuracy of the<br>Business Data. Business Data means all data, documents or records of whatever<br>nature and in whatever form to the extent relating to the Company or its<br>business, whether subsisting before, on or after the date of this Agreement, as<br>maintained in the Ordinary Course of Business, including, without limitation,<br>all related metadata and audit trails, but excluding any data not in the<br>possession or control. The Parties agree that nothing in this clause 16.5 shall<br>require the Seller to transfer or extract any Business Data that it is not lawfully<br>or contractually entitled to transfer or extract.<br>16.6 The Purchaser shall, or shall procure that the Company will, provide the Seller<br>with all information reasonably requested by the Seller for it to prepare on the<br>fifth (5th) Business Day after the Effective Date, a reporting package in<br>accordance with the International Financial Reporting Standards as of the<br>Effective Date, applied consistently with the and the<br>guidelines set out in Schedule 2.3 (Accounting Guidelines), comprising (i) a<br>balance sheet for the Company as of the Effective Date (Closing Balance Sheet)<br>and (ii) an income statement of the Company for the period up to (and including)<br>the Effective Date, and on the sixth (6th) Business Day after the Effective Date,<br>(iii) all relevant notes and disclosures reasonably requested for the purposes of<br>consolidated financial statements, and completion of the
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Project Arboris<br>Sale and Purchase Agreement<br>4 November 2025<br>23 137<br>statements. The Seller will provide the Closing Balance Sheet free of charge to<br>the Purchaser for the purpose of preparing the Closing Statement.<br>16.7 As soon as reasonably possible following the date of this Agreement, the Seller<br>shall provide the Purchaser with all information reasonably required to identify<br>commercially reasonable, technically feasible, and fully compliant with<br>applicable Law approaches to resolve any identified insufficiencies or non-compliances of the wastewater system at the Toulouse Site to support operations<br>of the Company with three (3) drug substance manufacturing trains at 2 kL<br>manufacturing scale each. The Parties agree that such information shall, to the<br>extent legally permissible, be prepared by the Seller in consultation with the<br>Purchaser, duly taking into account all reasonable comments of the Purchaser<br>and be agreed between the Parties acting in good faith by the Effective Date<br>latest. Following the Effective Date, the Parties shall maintain their cooperation<br>in good faith to resolve any remaining insufficiencies or non-compliances of the<br>wastewater system at the Toulouse Site, including in relation to any such<br>insufficiencies or non-compliances, if any, as may only be identified by the<br>Seller or the Purchaser after the Effective Date, and the Seller shall upon request<br>of the Purchaser use Commercially Reasonable Efforts to provide reasonable<br>information or make relevant personnel available for consultation in this matter.<br>16.8 For as long as the Purchaser is entitled to raise claims in accordance with<br>clause 17 for Environmental Matters, the Seller shall without undue delay<br>deliver to the Purchaser a notice, providing in reasonable detail, if any<br>circumstances become known (bekannt geworden sind) to Head of<br>EHS, Head of Just-Evotec Biologics or Head of Legal which might<br>reasonably likely constitute an Environmental Matter relating to or affecting the<br>Toulouse Site. The Parties shall cooperate in good faith with regard to any such<br>Environmental Matters.<br>17. Specific Indemnities<br>17.1 Subject to the occurrence of Closing, without limiting any other rights or<br>remedies the Purchaser may have under or in connection with this Agreement,<br>the Seller shall compensate, indemnify and hold harmless the Purchaser, and/or<br>or any other member of the Purchaser<br>Group, without undue delay on a euro-for-euro basis, against any and all<br>reasonably foreseeable losses, including any Environmental Liability, as a result<br>of, caused by or in connection with any of the following matters (Specific<br>Indemnities):<br>(a) the wastewater system at the Toulouse Site at the Effective Date not<br>being technically sufficient to comply with Environmental Laws in<br>terms of performance, use and/or capacity to fully enable operations at<br>the Toulouse Site with three (3) drug substance manufacturing trains at<br>2 kL manufacturing scale, provided that any costs incurred shall be<br>reimbursable to the extent that the rectification measures (i) are<br>commercially reasonable in light of the circumstances; (ii) have been<br>discussed in advance in good<br>reasonable objections and comments have been duly considered. If the<br>Parties are unable to reach agreement within ten (10) Business Days
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Project Arboris<br>Sale and Purchase Agreement<br>4 November 2025<br>24 137<br>following such discussion, the Purchaser may proceed with<br>commercially reasonable rectification measures (including to comply<br>with Environmental Laws, any requirement of a Governmental<br>Authority, or to protect health or safety) provided that the Purchaser acts<br>in a reasonable manner and implements measures that are proportionate<br>and appropriate having regard to the nature of the issue, the condition,<br>and intended future use of the affected site or assets, and good industry<br>practice and considers asonable comments (Wastewater<br>Indemnity);<br>(b) any grant income received by the Company prior to Closing (including<br>any Additional Grant received after the Effective Date) under or in<br>relation to the BPI Subsidy Agreement and/or the Région Occitanie<br>Advance Agreements, (i) has to be repaid, refunded or otherwise<br>returned (in full or in part, including with interests), including, for the<br>avoidance of doubt, in the event that BPI claims repayment as a result<br>of the consummation of the Transaction, and/or (ii) the financial or<br>commercial conditions in relation to such grant income under or in<br>connection with the relevant underlying agreements are modified by the<br>respective authorities (including the European Commission) to the<br>detriment of the Company and/or any other member of the Purchaser<br>Group, in each case of (i) and (ii) to the extent not resulting from an act<br>or omission of the Purchaser Group after the Effective Date (including<br>any upstreaming of Additional Grants from the Company to the<br>Purchaser or any other member of the Purchaser Group);<br>(c) the exercise by the French State (or any substituted entity) of the call<br>option granted by the Company pursuant to the terms and conditions of<br>the BPI Subsidy Agreement;<br>(d) a breach of an environmental warranty according to Schedule 7 (Seller<br>Warranties) paragraph 13,<br>(e) a Contamination existing at or before the Effective Date, or<br>(f) any of the two (2) HR Litigations or its respective underlying facts.<br>17.2 With regard to the indemnities under clauses 17.1(d) and 17.1(e):<br>(a) the liability of the Seller shall in no event exceed the total amount of<br>50% of the Purchase Price;<br>(b) 20% of any costs, expenses, damages and losses incurred shall be borne<br>by the Purchaser;<br>(c) any claim by the Purchaser against the Seller shall be excluded following<br>the expiry of five (5) years after the Effective Date, it being understood,<br>for the avoidance of doubt, that (i) any such claim in relation to which<br>the Purchaser has notified the Seller in writing with reasonable detail of<br>the underlying facts and grounds of such claim prior to the expiry of<br>such five (5) year period after the Effective Date shall not be considered<br>excluded and (ii) paragraph 6 limbs (i) and (ii) of Schedule 7.1
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Project Arboris<br>Sale and Purchase Agreement<br>4 November 2025<br>27 137<br>respective obligation to deduct or withhold Tax under applicable double tax<br>treaties or other applicable Laws, including by providing any reasonable<br>requested document or information. Except as provided otherwise, each Party<br>shall be responsible for its own Taxes due as a result of the execution or<br>completion of this Agreement, including but not limited to income Tax and<br>capital gains Tax. If and to the extent a Party has failed to withhold Taxes on<br>sums payable under this Agreement despite being required by applicable law or<br>double tax treaties to deduct withholding Tax from such sums and such Party is<br>held secondarily liable for such Taxes it failed to withhold, the relevant payee<br>shall indemnify the payor from such withholding Taxes unless and to the extent<br>the payee proves that the relevant Tax would not have fallen due or could have<br>been avoided if the payor had initially complied with its obligation to withhold.<br>18.5 If any amount due under this Agreement (other than interest) is not paid on the<br>due date, the defaulting party shall pay Default Interest on that amount<br>calculated on a daily basis from but excluding the due date up to and including<br>the date of actual payment.<br>19. Costs<br>19.1 Subject to clause 19.2 and unless otherwise specified in this Agreement (or any<br>other Transaction Document), the Seller and the Purchaser shall each be<br>responsible for the costs and charges induced by them in connection with the<br>Transaction.<br>19.2 The Purchaser shall bear (i) all notarial fees, if any, out of the entering into or<br>consummation of this Agreement, (ii) all fees, costs and expenses relating to<br>satisfying the Condition under clause 5.1(a), (iii) all transfer or registration fees<br>or transfer or registration Taxes, including real estate transfer Taxes, stamp<br>duties and similar levies (including all French registration duties (droits<br>), and in each case including any interest or penalties relating<br>thereto unless such interest or penalties are triggered by any action or omission<br>of the Seller or any of its Affiliates) arising in respect of the acquisition of the<br>Shares or out of the entering into or the consummation of this Agreement, but<br>excluding VAT which is exclusively dealt with in clause 2.7. The Seller shall<br>bear all fees, costs and expenses relating to satisfying the Condition under<br>clause 5.1(b). Subject to the foregoing sentences, each Party shall bear the costs<br>and expenses incurred by it for the services of its advisers and the Seller shall<br>bear the costs and expenses incurred by the Company for the services of<br>advisers, if any, provided in connection with the entering into or consummation<br>of this Agreement or any other Transaction Document.<br>19.3 The costs of the (i) insurance premium (including any additional premiums for<br>any enhancements of cover, e.g., for any scrapes, other synthetic coverage,<br>extended loss definition, tipping to nil retention etc.) as well as any related Tax)<br>to be paid to the underwriters of the W&I Policy, and (ii) any other underwriting<br>costs shall be equally shared between the Seller and the Purchaser.<br>19.4 The Purchaser shall indemnify (freistellen) the Seller against any transfer Tax<br>or registration fees, stamp duties and similar levies to the extent such Tax, fee<br>or duty shall be borne by Purchaser under this Agreement assessed against or
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Project Arboris<br>Sale and Purchase Agreement<br>4 November 2025<br>28 137<br>levied on the Seller. The Seller shall indemnify (freistellen) the Purchaser<br>against any fees, costs or expenses to the extent such fees, costs or expenses<br>shall be borne by Seller under clause 19.2 and 19.3 assessed against or levied<br>on the Purchaser or the Company.<br>20. Announcements<br>20.1 Neither the Seller nor the Purchaser (nor any of their respective Representatives)<br>shall make any announcement or issue any communication in connection with<br>the existence or subject matter of this Agreement (or any other Transaction<br>Document) without the prior written consent of the other Party (which consent<br>shall not be unreasonably withheld or delayed).<br>20.2 The restriction in clause 20.1 shall not apply to the extent that the announcement<br>or communication to shareholders is required by law or by any stock exchange<br>or any regulatory, governmental or antitrust authority having appropriate<br>jurisdiction (provided that the Party proposing to make the announcement or<br>issue the communication to shareholders first notifies the other Party of its<br>intention to do so and takes into account the other Party s reasonable comments,<br>to the extent legally permissible).<br>20.3 The restriction in clause 20.1 shall further not apply in respect to a press release<br>of the Seller and the Purchaser which the Parties have pre-agreed on with respect<br>to the Transaction as attached in Schedule 20.3 (Press release) which will be<br>released at or after the date of this Agreement.<br>21. Confidentiality<br>21.1 The Parties hereby confirm that the non-disclosure obligations under the Master<br>Collaboration Agreement entered into by them on 9 March 2023 shall remain in<br>full force and effect until the Effective Date and, to the extent that a longer<br>period is specified therein in respect of certain obligations, for such longer<br>period.<br>21.2 After the Effective Date, the following confidentiality provisions shall apply,<br>and for the purposes of this clause 21, Confidential Information means:<br>(a) information relating to the provisions of, and negotiations leading to,<br>this Agreement; and<br>(b) (in relation to the obligations of the Purchaser) any information received<br>or held by the Purchaser (or any of its Representatives) in relation to the<br>Seller Group;<br>and includes written information and information transmitted or received orally,<br>visually, electronically or otherwise and any information which the Party (or<br>any of its Representatives) has determined from the information received,<br>including forecasts or projections.<br>21.3 Neither Party shall (and shall ensure that its Representatives do not) disclose<br>any Confidential Information to any other person unless (i) permitted to do so<br>under clause 20 or this clause 21 or (ii) the other Party consents in writing.
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Project Arboris<br>Sale and Purchase Agreement<br>4 November 2025<br>29 137<br>21.4 Subject to clause 21.6 below, clause 21.3 shall not prevent disclosure by a Party<br>or any of its Representatives to its respective Affiliates or its respective advisers<br>bound by professional secrecy or customary non-disclosure agreements to the<br>extent that such disclosure is necessary for the performance of this Agreement<br>or is otherwise required to protect legitimate interests (berechtigte<br>Interessen).<br>21.5 Subject to clause 21.6 below, clause 21.3 shall not prevent disclosure by a Party<br>or any of its Representatives to the extent that it can demonstrate that:<br>(a) the disclosure is required by law or by a stock exchange or<br>Governmental Entity having applicable jurisdiction or required in<br>connection with the Tax affairs of the disclosing Party (provided that,<br>except in connection with disclosure to a Tax Authority, to the extent<br>legally permissible, the disclosing Party first notifies the other Party of<br>its intention to disclose such information and takes into account the other<br>Party s reasonable comments);<br>(b) the disclosure is of Confidential Information which was lawfully in the<br>possession of the disclosing Party or one of its Representatives (in either<br>case evidenced by written records) without any obligation of secrecy<br>before it was received or retained;<br>(c) the disclosure is of Confidential Information which has previously<br>become publicly available other than through the acts or omissions of<br>the disclosing Party (or its Representatives);<br>(d) the disclosure is necessary for the purposes of any arbitration of legal<br>proceedings arising under this Agreement (or any other Transaction<br>Document);<br>(e) the disclosure is made by or on behalf of the Seller or the Purchaser to<br>W&I Insurance brokers, insurers and re-insurers, in each case who have<br>signed confidentiality agreements; or<br>(f) the disclosure is made to lending banks, financial institutions or other<br>funding or prospective funding partners (whether debt or equity) of the<br>Seller, the Company, the Purchaser or any of its Affiliates or arrangers<br>of such financing (or their respective Affiliates) or rating agencies<br>engaged by or on behalf of the Seller or the Purchaser and their directors,<br>officers and advisers, provided such parties are subject to confidentiality<br>obligations substantially equivalent to the provisions of this clause 21;<br>21.6 Both the Seller and the Purchaser undertake that they (and their Representatives)<br>will only disclose Confidential Information in accordance with this clause 21 if<br>reasonably required to do so and, in the case of disclosure under clauses 21.5(f),<br>only if the recipient is aware of the confidential nature of the Confidential<br>Information and is subject to an obligation to keep all information so disclosed<br>confidential.<br>21.7 In the event of termination of this Agreement, the Purchaser shall, at the Seller s<br>request, as soon as reasonably practicable:
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Project Arboris<br>Sale and Purchase Agreement<br>4 November 2025<br>30 137<br>(a) return to the Seller all written documents and other materials relating to<br>any member of the Seller Group, the Company or this Agreement<br>(including Confidential Information) which the Seller (or its<br>Representatives) has provided to the Purchaser (or its Representatives)<br>without retaining copies thereof;<br>(b) destroy any information or other documents derived from such<br>Confidential Information; and<br>(c) so far as is practicable, delete such Confidential Information from any<br>computer or other (including cloud-based) data storage device,<br>unless such information has entered the public domain without breach of a<br>confidentiality obligation to the Seller. The Purchaser shall not have any<br>retention right with respect to such documents, data or other materials.<br>21.8 This clause 21 sets out the entire agreement between the Parties relating to<br>confidentiality with regard to the Transaction and, subject to clause 21.1,<br>supersedes any previous agreements (whether oral or written) relating to<br>confidentiality.<br>22. Assignment<br>Unless the Seller and the Purchaser specifically agree in writing, no person shall<br>assign, transfer, hold on trust or encumber any of its rights or interests in or<br>under this Agreement nor grant, declare, create or dispose of any right or interest<br>in or under any of them. No specific agreement shall be required to the extent<br>that the respective disposal is made to an Affiliate of the disposing Party on the<br>basis of a written agreement ensuring with an in rem-effect (mit dinglicher<br>Wirkung) that in case of a termination of the affiliation, which shall be notified<br>in writing to the respective other Party without undue delay (unverzüglich), the<br>respective claims will automatically re-transfer to the disposing Party without<br>any encumbrance.<br>23. Set-off Rights<br>23.1 Without limiting any other rights or remedies available to any member of the<br>Purchaser Group under this Agreement, the Framework Services Agreement, or<br>the Site Services and Transitional Services Agreement, respectively<br>(collectively, the Set-Off Agreements), the Purchaser shall have the right, at its<br>sole discretion to withhold, set-off, or reduce any amounts payable or otherwise<br>due from the Purchaser or any of its Affiliates to the Seller or any of its Affiliates<br>under any of the Set-Off Agreements, if and to the extent such amounts are<br>beyond their due date, by an amount equal to any amount asserted or claimed in<br>good faith by the Purchaser to be owed by the Seller or any of its Affiliates<br>under this Agreement, including pursuant to any indemnity or other contractual<br>obligation. For the avoidance of doubt, payment netting or set-offs between<br>relevant parties are acceptable but no invoice netting shall be allowed and<br>therefore all relevant parties are, in principle, expected to raise compliant<br>invoices to support taxable events where those are applicable.
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Project Arboris<br>Sale and Purchase Agreement<br>4 November 2025<br>31 137<br>23.2 If the amount of any such asserted claim is subsequently agreed between the<br>parties, settled, or determined by a final non-appealable judgment or award, and<br>differs from the amount withheld or set-off, then the relevant parties shall<br>promptly settle any resulting difference through payment by the appropriate<br>party.<br>23.3 The Seller acknowledges and agrees that any exercise by the Purchaser or its<br>Affiliates of their rights under this clause shall not excuse, suspend, or otherwise<br>affect any obligation of the Seller or its Affiliates to continue to perform their<br>obligations under any of the Set-Off Agreements in accordance with their terms,<br>including the continued provision of services, notwithstanding any non-payment or reduced payment in accordance with this clause.<br>23.4 The Seller shall, and shall ensure that its Affiliates shall, take all actions<br>reasonably required to give effect to the rights of set-off, withholding, or<br>reduction set out in this clause, including entering into, amending, or<br>acknowledging any intercompany or other arrangements as may be reasonably<br>required to facilitate or enforce such rights.<br>24. Further assurances<br>24.1 Both the Seller and the Purchaser shall, for a period of six (6) months from the<br>Effective Date, promptly (unverzüglich) execute, or cause to be executed any<br>other documents required by law or necessary to give effect to and implement<br>any transactions contemplated under or in connection with this Agreement or<br>any other Transaction Document.<br>24.2 Each of the Seller and the Purchaser shall, to the extent legally possible, procure<br>that its Representatives perform all obligations under this Agreement expressly<br>applicable to such Representatives.<br>25. Notices<br>25.1 All notices given by one Party to the other in connection with this Agreement<br>shall be in writing in the English language, email being sufficient, unless<br>notarisation or some other special form is required by law. In case of a notice<br>via email, such notice shall be accompanied by a pdf copy of the notice duly<br>signed on behalf of the Party giving notice.<br>25.2 A notice shall take effect upon receipt and shall be deemed to have been<br>received: (i) at the time of delivery, if delivered personally or by registered mail;<br>or (ii) at the time of transmission if delivered by email, unless the sender<br>receives a non-delivery or similar error message. If delivery or transmission<br>occurs outside Working Hours, the notice shall be deemed to have been<br>delivered or transmitted at the beginning of Working Hours on the next<br>following Business Day.<br>25.3 The addresses of the Parties for the purposes of this clause 25 are set out in<br>Schedule 25 (Parties addresses). The Parties shall, without being under any<br>legal obligation to do so, promptly (unverzüglich) notify the other Party in<br>writing of any change in their respective addresses. Pending such notification,<br>subject to clauses 25.1 and 25.2, all notices delivered or transmitted to the
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Project Arboris<br>Sale and Purchase Agreement<br>4 November 2025<br>32 137<br>relevant Party s address set out in Schedule 25 (Parties addresses)) or, as the<br>case may be, the last address communicated to the other Party in accordance<br>with sentence 1, shall be deemed to have been duly given.<br>25.4 Notwithstanding the foregoing, any notice required to be given in connection<br>with Schedule 4.1 (Conduct of the Company pre-Closing), shall be sent by email<br>as set forth in paragraph 2 of Schedule 4.1 (Conduct of the Company pre-Closing) and such notice shall be deemed to have been received at the time of<br>transmission.<br>26. Conflict with other agreements<br>In the event of any conflict between the terms of this Agreement and any other<br>Transaction Document or other agreement, this Agreement shall prevail (both<br>between the Parties and between other members of the Seller Group and<br>members of the Purchaser Group), unless (i) such other agreement expressly<br>states that it prevails over this Agreement in that respect or generally and (ii) the<br>Seller and the Purchaser are either also parties to that other agreement or<br>otherwise expressly agree in writing that such other agreement prevails over this<br>Agreement in that respect or generally.<br>27. Whole agreement<br>This Agreement sets out the entire agreement between the Parties relating to the<br>sale and purchase of the Shares and supersede all prior drafts, agreements,<br>understandings or arrangements, whether written or not, relating to the<br>Transaction.<br>28. Variations<br>No amendment of this Agreement shall be valid unless made in writing or text<br>form (unless notarisation is required) and duly signed by or on behalf of all the<br>parties to this Agreement. This also applies to an amendment of this clause 28.<br>29. Invalidity<br>29.1 Each of the provisions of this Agreement is severable. If any provision of this<br>Agreement is held to be or becomes invalid or unenforceable as a whole or in<br>part under the Laws of any jurisdiction, the validity and enforceability of the<br>remaining provisions shall not be affected thereby. In such case, the Parties shall<br>use all reasonable efforts to replace any such invalid or unenforceable provision<br>with such valid and enforceable substitute provision that comes as close as<br>possible to the economic purpose of the invalid or unenforceable provision. The<br>same shall apply in the event that this Agreement contains an unintended gap<br>(unbeabsichtigte Vertragslücke).<br>29.2 It is the express intention of the Parties that this clause 29 shall not constitute a<br>mere reversal of the burden of proof (Beweislastumkehr) but shall, to the fullest<br>extent possible and permissible, maintain the validity and enforceability of the<br>remaining provisions of this Agreement to the complete exclusion of the<br>applicability of Sec. 139 of the German Civil Code (BGB).
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Project Arboris<br>Sale and Purchase Agreement<br>4 November 2025<br>33 137<br>30. No third-party enforcement rights<br>Except as expressly set forth in this Agreement, this Agreement does not grant<br>any rights to any person who is not a party to this Agreement. To the extent that<br>this Agreement expressly grants rights to third parties, the Parties are permitted<br>to modify or exclude such rights at any time without the consent of the relevant<br>third party.<br>31. Governing law and jurisdiction<br>31.1 This Agreement shall be governed by and interpreted in accordance with<br>German law, excluding conflict of law rules and the UN Convention on<br>Contracts for the International Sale of Goods (CISG), having regard to the rules<br>of interpretation set out in paragraph 2 of Schedule (D) (Definitions and<br>interpretation).<br>31.2 All disputes arising out of or in connection with this Agreement shall be finally<br>settled under the Rules of Arbitration of the International Chamber of<br>Commerce by three arbitrators appointed in accordance with the said rules. The<br>seat of arbitration is Frankfurt, Germany. The language of the arbitration shall<br>be English. The rules of law applicable to the merits shall be German law. The<br>law applicable to this arbitration clause and its validity is German law.
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Exhibit 8.1

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Subsidiaries of the Registrant

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Subsidiaries of Registrant	​ ​ ​	Jurisdiction of <br>Incorporation	​ ​ ​	2025 Company <br>voting rights <br>(%)
Aptuit Global LLC, Princeton, US	​	Delaware	​	100.00
Aptuit (Verona) SRL, Verona, Italy	​	Italy	​	100.00
Aptuit (Oxford) Ltd., Abingdon, UK	​	England	​	100.00
Cyprotex Discovery Ltd., Manchester, UK	​	England	​	100.00
Cyprotex Ltd., Manchester, UK	​	England	​	100.00
Cyprotex US, LLC., Framingham, US	​	Delaware	​	100.00
Evotec Asia Pte. Ltd., Singapore*	​	Singapore	​	100.00
Evotec (France) SAS, Toulouse, France	​	France	​	100.00
Evotec ID (Lyon) SAS, Lyon, France	​	France	​	100.00
Evotec (Hamburg) GmbH, Hamburg, Germany	​	Germany	​	100.00
Evotec GT GmbH, Vienna, Austria*	​	Austria	​	100.00
Evotec (India) Private Ltd., Thane, India*	​	India	​	100.00
Evotec International GmbH, Hamburg, Germany	​	Germany	​	100.00
Evotec (Modena) Srl, Medolla, Italy	​	Italy	​	100,00
Evotec (UK) Ltd., Abingdon, UK	​	England	​	100.00
Evotec (US) Inc., Princeton, NJ, US	​	Delaware	​	100.00
Just-Evotec Biologics, Inc., Seattle, US	​	Delaware	​	100.00
NephThera GmbH, Hamburg, Germany	​	Germany	​	100.00

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*In liquidation

Exhibit 10.1

Evotec Group<br>Evotec Compensation Clawback Policy<br>Document:<br>Version No.3<br>Effective Date:<br>December 1, 2023<br>Last Revised: February 19, 2026<br>Author:<br>Global Legal & Compliance<br>Reviewed By:<br>Human Resources, Finance, and<br>Governance<br>Approved/Owned By:<br>Evotec SE Supervisory Board<br>Evotec Compensation Clawback Policy<br>Table of Contents<br>1. Purpose ………………………………………………………….……………………………..………… 1<br>2. Scope …….…………………………………………………………………..….………………………… 1<br>3. Key Definitions ……………………………………..…………….………………………..….……… 1<br>4. Requirements ……………………………………………………………………………..….……….. 2<br>4.1 Recovery Triggered by Accounting Restatement …………………….…...……. 3<br>4.2 Recovery Amount ………………………………………………………………………………. 3<br>4.3 No Recovery Required for De Minimis Amounts or Impracticability …… 3<br>4.4 Subsequent Changes in a Covered Executive’s Employment Status ….… 4<br>4.5 Authority and Method of Recoupment …………………………………….………… 4<br>4.6 Notice …………………………………………………………………………………….………….. 4<br>4.7 Inclusion ………………………………………………………………………………….…………. 4<br>5. No Indemnification ……………………………………………………………………….…………. 5<br>6. Amendment and Interpretation ………………………………………………….…………… 5<br>7. Other Recoupment Rights ………………………………………………………………….……. 5<br>1 PURPOSE<br>Evotec SE (the “Company”) believes that it is in the best interests of the Company and its shareholders<br>to create and maintain a culture that emphasizes integrity and accountability and that reinforces the<br>Company’s pay-for-performance compensation philosophy. The Company’s Supervisory Board (the<br>“Supervisory Board”) has therefore adopted this Evotec Compensation Clawback Policy (the “Policy”)<br>which requires the recovery of certain forms of executive compensation in the case of accounting<br>restatements resulting from a material error in the Company’s financial statements. This Policy is<br>designed to comply with Section 10D of the U.S. Securities Exchange Act of 1934, as amended, the rules<br>promulgated thereunder, and the listing standards of Nasdaq, the national securities exchange on which<br>the Company’s securities are listed.<br>This Policy shall be administered by the Supervisory Board or, if so designated by the Supervisory Board,<br>the Remuneration and Nomination Committee. The Management Board shall administer this Policy for<br>the limited purpose of identifying other executive officers who may from time to time be deemed<br>subject to this Policy.<br>2 SCOPE<br>This Policy applies to Incentive-Based Compensation that is approved, awarded, or granted to Covered<br>Executives on or after October 2, 2023.<br>3 KEY DEFINITIONS<br>Covered Executives. Include (i) current and former members of the Management Board, (ii) the Head of<br>Global Accounting, (iii) Head of Global Treasury, (iv) Head of Global Controlling, and (v) such other
EVOTEC – Compensation Clawback Policy<br>2<br>executive officers who may from time to time be deemed subject to this Policy by the Supervisory Board<br>or the Management Board (each, a “Covered Executive”).1<br><br>Financial Reporting Measures. is: (i) any measure that is determined and presented in accordance with<br>the accounting principles used in preparing financial statements, or any measure derived wholly or in<br>part from such measure, such as revenues, EBITDA, or net income and (ii) stock price and total<br>shareholder return. Financial Reporting Measures2<br> include, but are not limited to: revenues; net income;<br>operating income; profitability of one or more reportable segments; financial ratios (e.g., accounts<br>receivable turnover and inventory turnover rates); net assets or net asset value per share; earnings<br>before interest, taxes, depreciation and amortization; funds from operations and adjusted funds from<br>operations; liquidity measures (e.g., working capital, operating cash flow); return measures (e.g., return<br>on invested capital, return on assets); earnings measures (e.g., earnings per share); revenue per user, or<br>average revenue per user, where revenue is subject to an accounting restatement; cost per employee,<br>where cost is subject to an accounting restatement; and tax basis income.<br>Incentive-Based Compensation. For purposes of this Policy, the term “Incentive-Based Compensation”<br>means any compensation that is granted, earned, or vested based wholly or in part upon the attainment<br>of a Financial Reporting Measure including, but not limited to: (i) non-equity incentive plan awards that<br>are earned solely or in part by satisfying a Financial Reporting Measure performance goal; (ii) bonuses<br>paid from a bonus pool, where the size of the pool is determined solely or in part by satisfying a<br>Financial Reporting Measure performance goal; (iii) other cash awards based on satisfaction of a<br>Financial Reporting Measure performance goal; (iv) restricted stock, restricted stock units, stock options,<br>stock appreciation rights, and performance share units that are granted or vest solely or in part based<br>on satisfaction of a Financial Reporting Measure performance goal; and (v) proceeds from the sale of<br>shares acquired through an incentive plan that were granted or vested solely or in part based on<br>satisfaction of a Financial Reporting Measure performance goal. For the avoidance of doubt, Incentive-Based Compensation does not include annual (i) salaries; (ii) bonuses paid solely based on satisfaction of<br>subjective standards, such as demonstrating leadership, and/or completion of a specified employment<br>period; (iii) non-equity incentive plan awards earned solely based on satisfaction of strategic or<br>operational measures; and (iv) discretionary bonuses or other compensation that is not paid from a<br>bonus pool that is determined by satisfying a Financial Reporting Measure performance goal.<br>4 REQUIREMENTS<br>This Policy applies to any Incentive-Based Compensation received by a Covered Executive serving as<br>such during the performance period for such Incentive-Based Compensation.3<br>1 The definition of “executive officer” in Rule 10D-1 provides that: An executive officer is the issuer’s president, principal<br>financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president of the<br>issuer in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer<br>who performs a policy-making function, or any other person who performs similar policy-making functions for the issuer.<br>Executive officers of the issuer’s parent(s) or subsidiaries are deemed executive officers of the issuer if they perform such policy<br>making functions for the issuer. Policy-making function is not intended to include policy-making functions that are not<br>significant.<br>2 A financial reporting measure need not be presented within the financial statements or included in a filing with the SEC. 3 Recovery of compensation is not required (1) with respect to any compensation received while an individual was serving in a<br>non-executive capacity prior to becoming an Executive Officer or (2) from any individual who is an Executive Officer on the date
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EVOTEC – Compensation Clawback Policy<br>3<br>4.1 Recovery Triggered by Accounting Restatement<br>In the event the Company is required to prepare an accounting restatement of its financial<br>statements due to material noncompliance with any financial reporting requirement under the<br>applicable U.S. securities law, including (i) any required accounting restatement to correct an error<br>in previously issued financial statements that is material to the previously issued financial<br>statements, or (ii) that would result in a material misstatement if the error were corrected in the<br>current period or left uncorrected in the current period (a “Restatement”), the Company shall, as<br>promptly as it reasonably can, recover any Incentive-Based Compensation received by any Covered<br>Executive that exceeds the amount of Incentive-Based Compensation that would have been<br>received by the Covered Executive had it been determined based on the restated amounts.<br>4.2 Recovery Amount<br>The amount to be recovered will be the excess of the Incentive-Based Compensation paid to the<br>Covered Executive (during three full fiscal years preceding the Restatement Date) based on the<br>erroneous data in the original financial statements over the Incentive-Based Compensation that<br>would have been paid to the Covered Executive had it been based on the restated results, without<br>respect to any taxes paid.<br>The Restatement Date shall be the earlier of:<br>(i) the date the Company‘s Supervisory Board, or Management Board, or officer(s) authorized<br>to take such action if Supervisory Board action is not required, concludes, or reasonably<br>should have concluded, that the Company is required to prepare an accounting<br>restatement due to the material noncompliance of the Company with any financial<br>reporting requirement under applicable securities laws or,<br>(ii) the date a court, regulator or other legally authorized body directs the Company to prepare<br>an accounting restatement.<br>For Incentive-Based Compensation based on stock price or total shareholder return, where the<br>amount of erroneously awarded compensation is not subject to mathematical recalculation directly<br>from the information in an accounting restatement the amount must be based on a reasonable<br>estimate of the effect of the accounting restatement on the stock price or total shareholder return<br>upon which the Incentive-Based Compensation was received. The Company must maintain<br>documentation of the determination of that reasonable estimate and provide such documentation<br>to the exchange or association.<br>4.3 No Recovery Required for De Minimis Amounts or Impracticability<br>No recovery shall be required: (i) in the case of a Supervisory Board determination that the direct<br>expense paid to a third party to assist in enforcing this Policy would exceed the amount to be<br>recovered, (ii) recovery would violate home country law of the Company where that law was<br>adopted prior to November 28, 20224<br>, or (iii) recovery would likely cause an otherwise tax-qualified<br>on which the Company is required to prepare an Accounting Restatement but who was not an Executive Officer at any time<br>during the performance period for which the Incentive-Based Compensation is received. 4 Before concluding that it would be impracticable to recover any amount of erroneously awarded compensation based on<br>violation of home country law, the Company must obtain an opinion of home country counsel acceptable to the applicable<br>national securities exchange or association, that recovery would result in such a violation, and must provide such opinion to the<br>exchange or association.
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EVOTEC – Compensation Clawback Policy<br>4<br>retirement plan, under which benefits are broadly available to employees of the Company, to fail to<br>meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder. Such<br>determination shall be made after a reasonable and documented attempt to recover the Incentive-Based Compensation, for which documentation shall be provided to Nasdaq.<br>4.4 Subsequent Changes in a Covered Executive’s Employment Status<br>Subsequent changes in a Covered Executive’s employment status, including retirement or<br>termination of employment, do not affect the Company’s rights to recover Incentive-Based<br>Compensation pursuant to this Policy. For purposes of this Policy, Incentive-Based Compensation<br>shall be deemed to have been received during the fiscal period in which the Financial Reporting<br>Measure specified in the award is attained, even if such Incentive-Based Compensation is paid or<br>granted after the end of such fiscal period.<br>4.5 Authority and Method of Recoupment<br>The Supervisory Board shall determine the method of recouping any Incentive-Based<br>Compensation pursuant to this Policy. The method or methods for recouping5<br> any amount of the<br>Incentive-Based Compensation in excess of what would have been awarded or vested after giving<br>effect to the Restatement hereunder may include, without limitation:<br>• requiring reimbursement of cash Incentive-Based Compensation previously paid;<br>• seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer, or<br>other disposition of any equity-based awards granted as Incentive-Based Compensation;<br>• offsetting any or all of the amount of the Incentive-Based Compensation in excess of what<br>would have been awarded or vested after giving effect to the Restatement from any<br>compensation otherwise owed by the Company to the Covered Executive6<br>;<br>• cancelling outstanding vested or unvested equity awards; and/or<br>• taking any other remedial and recovery action permitted by law, as determined by the<br>Compensation Committee.<br>4.6 Notice<br>Before the Supervisory Board or Management Board determines to seek recovery pursuant to this<br>Policy, it shall provide the Covered Executive with written notice and the opportunity to be heard at<br>a meeting of the Supervisory Board or Management Board as the case may be (either in person or<br>virtual/telephonic).<br>4.7 Inclusion<br>Before this Policy becomes effective upon executive officers other than those who are members of<br>the Management Board, such as the Head of Global Accounting, Regional Heads of Finance,<br>Directors of Company affiliates within the Evotec group and such other executive officers who may<br>from time to time be deemed subject to this Policy by the Board, such executive officers must be<br>notified in writing that they are deemed subject to this Policy as a Covered Executive.<br>5 The SEC rules permit companies to exercise discretion regarding the appropriate means of recovery as long as the excess<br>incentive-based compensation is recovered reasonably promptly. Section 409A creates a complex and comprehensive set of<br>rules governing the payment of nonqualified deferred compensation and imposes strict penalties on employees if a violation<br>occurs (26 U.S.C. § 409A).<br>6 A company must consider Section 409A’s offset rules if it intends to offset recouped amounts against future payments of<br>deferred compensation.
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EVOTEC – Compensation Clawback Policy<br>5<br>5 NO INDEMNIFICATION<br>The Company shall not indemnify any current or former Covered Executive against the loss of<br>erroneously awarded compensation and shall not pay or reimburse any Covered Executives for<br>premiums for any insurance policy to fund such executive’s potential recovery obligations.<br>6 AMENDMENT AND INTERPRETATION<br>The Supervisory Board may amend this Policy from time to time in its discretion and shall amend this<br>Policy as it deems necessary to reflect the regulations adopted by the SEC and to comply with any rules<br>or standards adopted by Nasdaq or any other securities exchange on which the Company’s securities are<br>then listed. It is intended that this Policy be interpreted in a manner that is consistent with the<br>requirements of Section 10D of the Exchange Act and any applicable rules or standards adopted by the<br>SEC and any national securities exchange on which the Company’s securities are then listed.<br>7 OTHER RECOUPMENT RIGHTS<br>The Supervisory Board intends that this Policy will be applied to the fullest extent of the law. The<br>Compensation Committee may require that any employment or service agreement, cash-based bonus<br>plan or program, equity award agreement, or similar agreement entered into on or after the adoption of<br>this Policy shall, as a condition to the grant of any benefit thereunder, require a Covered Executive to<br>agree to abide by the terms of this Policy. Any right of recoupment under this Policy is in addition to,<br>and not in lieu of, any other remedies or rights of recoupment that may be available to the Company<br>pursuant to the terms of any similar policy in any employment agreement, equity award agreement,<br>cash-based bonus plan or program, or similar agreement and any other legal remedies available to the<br>Company.
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Exhibit 11.1

1<br><br><br> Evotec Group<br>Group Policy on Insider<br>Information<br>Document:<br>Revision version No. 2<br>Effective Date:<br>19 April 2024<br>Author:<br>Legal & Compliance Department<br>Reviewed by:<br>Management Board and<br>Supervisory Board<br>Approved by:<br>Management Board and<br>Supervisory Board on:<br>19 April 2024<br>Group Policy on Insider<br>Information<br>1. PURPOSE ................................................................................1<br>2. APPLICATION FIELD ..................................................................2<br>3. RESPONSIBILITIES ...................................................................2<br>4. WHAT IS INSIDER INFORMATION ...............................................2<br>5. POLICY ...................................................................................4<br>5.1 Insider Rules .....................................................................4<br>5.2 Projects ............................................................................4<br>5.3 Pre-Clearance Procedures ...................................................4<br>5.4 Trading Prohibition During Blackout Periods: ..........................5<br>5.4.1 Financial Reporting Blackout Periods .........................5<br>5.4.2 Event-Specific Blackout Periods ................................5<br>5.4.3 Exceptions ............................................................5<br>5.5 Rule 10b5-1 Plans ..............................................................6<br>6. CONSEQUENCES OF VIOLATIONS & QUESTIONS ...........................7<br>7. DOCUMENT HISTORY ................................................................7<br>1. PURPOSE<br>As the shares of Evotec SE (“Company”) are admitted to trading on the Frankfurt Stock Exchange and the<br>American Depositary Shares are listed on Nasdaq, all securities transactions are subject to securities legislation,<br>including the EU Market Abuse Regulation (596/2014) and the German Securities Trading Act (WpHG) as well<br>as the securities laws and regulations of the United States. These laws regulate the disclosure/publication and<br>prohibit the unlawful use of insider information for securities trading. The Management Board has issued this<br>Group policy (the “Policy”) on insider information in order to protect the Company’s employees and the<br>Company.<br>Improper disclosure/publication and use of insider information is prohibited by German, European and US<br>legislation, as well as by many others, and is subject to criminal proceedings.<br>The Company and its employees are required to comply with all applicable laws and regulations. The Policy was<br>created for information purposes and aims to ensure compliance with these laws and regulations within the<br>Company group worldwide. The Company also intends not to unreasonably restrict the free trading of affected<br>persons. The Policy is applied according to the specific circumstances at hand. The Company's independent<br>consultants and (potential) cooperation or business partners are personally responsible for ensuring the proper<br>handling of insider information.
Group Policy on Insider Information 2<br>2. APPLICATION FIELD<br>This Policy applies to all members of the Management and Supervisory Board as well as all other employees<br>of the Company and its subsidiaries, including family members, household members and entities controlled by<br>persons subject to this Policy.<br>This Policy applies to any transactions in the Company’s securities (collectively referred to in this Policy as<br>“Company Securities”), including the Company’s common stock, options to purchase common stock, American<br>Depositary Shares, or any other type of securities that the Company may issue, including (but not limited to)<br>preferred stock, convertible debentures and warrants, as well as derivative securities that are not issued by<br>the Company, such as exchange-traded put or call options or swaps relating to Company Securities.<br>Transactions subject to this Policy include purchases, sales and bona fide gifts of Company Securities.<br>Transactions by family members and others<br>This Policy applies to your family members who reside with you (including a spouse, a child, a child away at<br>college, stepchildren, grandchildren, parents, stepparents, grandparents, siblings and in-laws), anyone else<br>who lives in your household, and any family members who do not live in your household but whose<br>transactions in Company Securities are directed by you or are subject to your influence or control, such as<br>parents or children who consult with you before they trade in Company Securities (collectively referred to as<br>“Family Members”). You are responsible for the transactions of these other persons and therefore should make<br>them aware of the need to confer with you before they trade in Company Securities, and you should treat all<br>such transactions for the purposes of this Policy and applicable securities laws as if the transactions were for<br>your own account. This Policy does not, however, apply to personal securities transactions of Family Members<br>where the purchase or sale decision is made by a third party not controlled by, influenced by or related to you<br>or your Family Members.<br>Transactions by entities that you influence or control<br>This Policy applies to any entities that you influence or control, including any corporations, partnerships or<br>trusts (collectively referred to as “Controlled Entities”), and transactions by these Controlled Entities should<br>be treated for the purposes of this Policy and applicable securities laws as if they were for your own account.<br>3. RESPONSIBILITIES<br>Every person who comes into contact with insider information is obligated ethically and legally to take all<br>appropriate measures to ensure the confidentiality and non-use of insider information relating to the Company<br>or the Company's securities. Each person is responsible for making sure that he or she complies with this Policy,<br>and that any Family Member or Controlled Entity whose transactions are subject to this Policy, as discussed<br>below, also complies with this Policy. The circle of insiders must be kept as small as possible based on the<br>strict application of the need-to-know principle as well as by screening for possible conflicts and establishing<br>organizational separations such as "firewalls" between the various departments (such as between the M&A and<br>Partnership/Licensing/Business Development departments and the Treasury department).<br>The responsibility for determining whether a person is in possession of material nonpublic information rests with<br>that individual, and any action on the part of the Company, the General Counsel or any other employee or<br>member of the Management or Supervisory Board pursuant to this Policy (or otherwise) does not in any way<br>constitute legal advice or insulate an individual from liability or criminal prosecution under applicable securities<br>laws.<br>This Policy continues to apply to transactions in Company securities even after a person's termination of service<br>to the Company. If a person is in possession of material nonpublic information when his or her service<br>terminates, that individual may not trade in Company securities until that information has become public or<br>is no longer material. The pre-clearance procedures specified under the heading "Pre-Clearance Procedures"<br>below, however, will cease to apply to transactions in Company Securities upon the expiration of any Blackout<br>Period or other Company-imposed trading restrictions applicable at the time of the termination of service.<br>4. WHAT IS INSIDER INFORMATION<br>Insider information is any material information that has not been publicly disclosed ("material nonpublic<br>information") relating, directly or indirectly, to the Company and/or its securities that if published, is likely to<br>have a material impact on the price of securities of the Company, whether negative or positive. Information
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Group Policy on Insider Information 3<br>is considered "material" if a reasonable investor would consider that information important in making a<br>decision to buy, hold or sell securities. There is no bright-line standard for assessing materiality; rather,<br>materiality is based on an assessment of all of the facts and circumstances. Information may also be material<br>if it indicates future circumstances reasonably expected to occur, where it is specific enough to enable a<br>conclusion to be drawn as to the possible effect of the circumstances or event on the prices of the securities<br>of the Company. In a protracted process the intermediate steps may also constitute insider information.<br>On this basis, the Company's insider information includes the knowledge of Management Board members,<br>Supervisory Board members, administration, executives, employees and consultants of the Company about<br>material nonpublic information that they gain within the context of their activities for the Company, where<br>publication of such knowledge would likely have a considerable impact on the Company's stock price. Insider<br>information of this kind can arise particularly within the context of work on projects, such as company mergers,<br>company acquisitions, disposals of assets, capital increases, important capital markets transactions, important<br>license agreements or other collaborations, major clinical trials, etc., and prior to the proper publication of the<br>Company’s financial key figures (quarterly results, interim results and annual results). The events specified<br>below are also usually considered insider information:<br>• projections of future earnings or losses, or other earnings guidance, or any material changes thereto<br>(to the extent not already made public);<br>• bank borrowings or other financing transactions out of the ordinary course of business;<br>• issue of new shares (e.g. capital increase, granting stock options);<br>• capital reductions, stock-splits, or share repurchase programmes;<br>• other material changes in the capital structure, such as unforeseeable and extraordinary revenue gains<br>or losses, or events that will likely result in a change of this type to the earnings performance (e.g. a<br>major product liability case, extremely high restructuring costs, etc.);<br>• company mergers, company acquisitions, disposals of assets, spin-off of a company division, loss of a<br>material business segment;<br>• restructuring or bankruptcy of the Company or the Company group;<br>• conclusion or cancellation of an important strategic alliance;<br>• development or purchase of products or technologies with high market value;<br>• material related party transactions;<br>• the gain or loss of material license agreements or other collaborations, or of customers or suppliers;<br>• results of larger clinical trials;<br>• material changes in the Company's market position;<br>• material changes in senior management, the Management Board or the Supervisory Board;<br>• unexpected changes in auditors or notification that an auditor report may no longer be relied upon;<br>• material pending or threatened litigation, or the resolution of such litigation;<br>• the imposition of a ban on trading in the Company's securities; and<br>• a significant cybersecurity incident experienced by the Company that has not yet been made public.<br>If you are unsure whether information is material, you should either consult the General Counsel before<br>making any decision to trade in or recommend trading in securities to which that information relates or assume<br>that the information is material.<br>When information is considered publicly disclosed:<br>Information that has not been disclosed to the public is generally considered to be nonpublic information. In<br>order to establish that the information has been disclosed to the public, it may be necessary to demonstrate<br>that the information has been "widely disseminated.” Information generally would be considered widely<br>disseminated if it has been disclosed through a broadly distributed press release or public disclosure of<br>documents filed with the SEC that are available on the SEC's website. By contrast, information would likely<br>not be considered widely disseminated if it is available only to the Company's employees, or if it is only available<br>to a select group of analysts, brokers and institutional investors.<br>Under the provisions of European and German law on the disclosure of material nonpublic information,<br>information generally would be considered widely disseminated if it has been disclosed through a media cluster.
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Group Policy on Insider Information 4<br>5. POLICY<br>5.1 Insider Rules<br>Any person with Company insider information, an insider, must adhere to the following rules:<br>i.) Obligation to maintain confidentiality: Insider information must be treated as strictly confidential<br>and may not be made accessible to non- insiders inside or outside of the Company, including but not<br>limited to, family or household members, friends, business associates, investors and expert consulting<br>firms. The disclosure of any insider information to persons inside or outside of the Company must be<br>strictly limited to persons who require this information to do their jobs and made in accordance with the<br>securities laws and Company’s policies regarding the protection or authorized external disclosure of<br>information regarding the Company.<br>ii.) Trading ban: Insiders may not buy, sell or otherwise trade Company Securities and/or the securities<br>of other listed companies in which the Company holds an investment as published in the Company’s<br>financial statements for themselves or for a third party in their own name or on behalf of a third party.<br>Additionally, no member of the Management Board or Supervisory Board or any other employee of the<br>Company who, in the course of working for the Company, learns of material nonpublic information about<br>a company with which the Company does business, including a customer or supplier of the Company,<br>may trade in that company's securities until the information becomes public or is no longer material.<br>iii.) No trading recommendations: Trading recommendations (whether express or implied) to non-insiders to purchase or sell any Company Securities are not permitted. Non-insiders who trade based on<br>the insider information and the insider who provided the information may also be subject to criminal<br>proceedings.<br>iv.) No exceptions: There are no exceptions to this Policy, except as specifically noted herein.<br>Transactions that may be necessary or justifiable for independent reasons (such as the need to raise<br>money for an emergency expenditure), or small transactions, are not exempted from this Policy. The<br>securities laws do not recognize any mitigating circumstances, and, in any event, even the appearance<br>of an improper transaction must be avoided to preserve the Company’s reputation for adhering to the<br>highest standards of conduct.<br>Persons subject to this policy may not assist anyone engaged in unlawfully trading on the basis of material<br>nonpublic information.<br>Such Insider Rules set forth above shall apply equally to any trading in other companies’ securities if the<br>insider obtains material nonpublic information about another company in the course of its employment or<br>other relationship with the Company.<br>5.2 Projects<br>Any time information (e.g., about a certain project) reaches a level where it is likely to affect the<br>Company's share price, the responsible “Ad-hoc Committee” (a specific committee consisting of<br>participants from Company’s Management Board, Legal department, Finance and<br>Communication/Investor Relations) needs to be informed by the relevant project leader and the Ad-hoc<br>Committee shall compile an insider list and inform the relevant persons (e.g., project participants) about<br>their inclusion on the list. However, the mere inclusion of information on the insider list does not mean<br>that the Company suspects the existence of insider information at that time which would, in principle,<br>make an ad-hoc publication necessary. When informing individuals on the insider list of the insider rules,<br>particularly the obligation to maintain confidentiality and the trading ban, emphasis shall be made that<br>these rules should be strictly complied with in order to avoid any possible penalties.<br>The Ad-hoc Committee is responsible for maintaining insider project lists with the relevant status and for<br>extending the insider group as may be needed. All insider lists shall be archived and the Company's<br>Management Board shall maintain a list of all insider projects of the Company group with the relevant<br>status, which shall be updated on a continuous basis.<br>5.3 Pre-Clearance Procedures<br>The Company has established the following additional procedures in order to assist the Company in the
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Group Policy on Insider Information 5<br>administration of this Policy, to facilitate compliance with laws prohibiting insider trading while in<br>possession of material nonpublic information, and to avoid the appearance of any impropriety.<br>Persons discharging managerial responsibilities, i.e. Supervisory Board members, Management Board<br>members, as well as senior executives who have regular access to material nonpublic information and<br>are authorized to make significant business decisions at the group level, such as the CFO leadership team,<br>CBO leadership team, COO leadership team, CSO leadership team, Group Accounting, Group Controlling,<br>Group Risk Management, Investor Relations, Corporate Communications, ("Covered Senior Persons") and<br>any persons designated by the General Counsel as being subject to these procedures, as well as the Family<br>Members and Controlled Entities of such persons, may not engage in any transaction in Company<br>Securities without first obtaining pre-clearance of the transaction from the General Counsel. A request for<br>pre-clearance should be submitted to the General Counsel in the form attached hereto, see Schedule A:<br>INSIDER TRADING PRE-CLEARANCE REQUEST & RULE 10B5-1 PLAN FORM, at least two business<br>days in advance of the proposed transaction. The General Counsel is under no obligation to approve a<br>transaction submitted for pre-clearance and may determine not to permit the transaction. If a person<br>seeks pre- clearance and permission to engage in the transaction is denied, then he or she must refrain<br>from initiating any transaction in Company securities and not inform any other person of the restriction.<br>Before a request for pre-clearance is made, the requestor should carefully consider whether he or she<br>may be aware of any material nonpublic information about the Company and shall describe fully those<br>circumstances to the General Counsel. The requestor shall also indicate whether he or she has effected<br>any non-exempt "opposite-way" transactions within the past six months, and should be prepared to report<br>the proposed transaction on an appropriate Form 4 or Form 5. The requestor should also be prepared to<br>comply with SEC Rule 144 and file a Form 144, if applicable.<br>If a person seeks pre-clearance and permission to engage in the transaction is granted, then such trade<br>must be effected within three business days of receipt of pre-clearance unless an exception is granted.<br>Such person must promptly (within 24 hours) notify the General Counsel following the completion of the<br>transaction, or instruct its bank/broker to do so. A person who has not effected a transaction within the<br>time limit may not engage in such transaction without again obtaining pre-clearance of the transaction<br>from the General Counsel.<br>5.4 Trading Prohibition During Blackout Periods:<br>5.4.1 Financial Reporting Blackout Periods<br>Covered Senior Persons may not conduct any transactions involving the Company's securities (other<br>than as specified by this Policy), during a "Blackout Period”. Blackout Periods include: the period of<br>time from two weeks prior to the end of a quarter and ending after the first business day after the<br>day the relative interim financial statement, quarterly report, or annual financial statement is<br>published. In other words, these persons may only conduct transactions in Company Securities during<br>the “Window Period” beginning after the close of trading on the first full trading day following the<br>public release of the Company’s quarterly earnings and ending fourteen days prior to the close of the<br>next fiscal quarter.<br>5.4.2 Event-Specific Blackout Periods<br>From time to time, an event may occur that is material to the Company and is known by only a few<br>members of the Supervisory Board, Management Board and/or employees, such as a cybersecurity<br>incident or planned material transaction. So long as the event remains material and nonpublic, the<br>persons designated by the Ad-hoc Committee may not trade Company Securities. In addition, if the<br>Company's financial results may be sufficiently material in a particular fiscal quarter that, in the<br>judgment of the Ad-hoc Committee, designated persons should refrain from trading in Company<br>securities even sooner than the typical Blackout Period described above. In that situation, the Ad-hoc<br>Committee shall notify these persons that they should not trade in Company Securities, without<br>disclosing the reason for the restriction. The existence of an event-specific trading restriction period<br>or extension of a Blackout Period will not be announced to the Company as a whole and should be<br>communicated only to those on a need-to-know basis.<br>5.4.3 Exceptions<br>The quarterly trading restrictions and event-driven trading restrictions do not apply to those<br>transactions to which this Policy does not apply, as described below. Further, the requirement for<br>pre-clearance, the quarterly trading restrictions and event-driven trading restrictions do not apply to<br>transactions conducted pursuant to approved Rule 10b5-1 plans, described under the heading “Rule<br>10b5-1 Plans.” This Policy does not apply in the case of the following transactions, except as<br>specifically noted:
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Group Policy on Insider Information 6<br>i.) Restricted Stock Awards / Share Performance Awards: This Policy does not apply to the<br>vesting of restricted stock or restricted stock units, or the exercise of a tax withholding right pursuant<br>to which you elect to have the Company withhold shares of stock to satisfy tax withholding<br>requirements upon the vesting of any restricted stock or restricted stock units. The Policy does apply,<br>however, to any market sale of the Company Securities received upon such vesting.<br>ii.) 401(k) Plan: This Policy does not apply to purchases of Company Securities in the Company’s<br>401(k) plan resulting from your periodic contribution of money to the plan pursuant to your payroll<br>deduction election. This Policy does apply, however, to certain elections you may make under the<br>401(k) plan, including: (a) an election to increase or decrease the percentage of your periodic<br>contributions that will be allocated to the Company stock fund; (b) an election to make an intra-plan<br>transfer of an existing account balance into or out of the Company stock fund; (c) an election to<br>borrow money against your 401(k) plan account if the loan will result in a liquidation of some or all<br>of your Company stock fund balance; and (d) an election to pre-pay a plan loan if the pre-payment<br>will result in allocation of loan proceeds to the Company stock fund<br>5.5 Rule 10b5-1 Plans<br>Rule 10b5-1 under the Exchange Act provides an affirmative defense to insider trading allegations under<br>federal law. In order to be eligible to rely on this defense, a person subject to this Policy must enter into<br>a Rule 10b5-1 plan for transactions in Company Securities that meets the conditions specified in the Rule<br>(a “Rule 10b5-1 Plan”). If the plan meets the requirements of Rule 10b5-1, Company Securities may be<br>purchased or sold without regard to certain insider trading restrictions described in this Policy.<br>To comply with the Policy, the adoption, modification or early termination of a Rule 10b5-1 Plan must be<br>approved by the General Counsel, and all Rule 10b5-1 Plans must meet the requirements of Rule 10b5-<br>1. Any Rule 10b5-1 Plan must be submitted for approval five days prior to the entry into the Rule 10b5-<br>1 Plan, and any proposed modifications or terminations thereof must be submitted for approval at least<br>three days prior to the consummation of such actions. No further pre-approval of transactions conducted<br>pursuant to the Rule 10b5-1 Plan will be required.<br>In addition, a Rule 10b5-1 Plan may be entered into or modified only (i) at a time when the person<br>entering into, or modifying the plan is not aware of material nonpublic information about the Company or<br>Company Securities and (ii) in the case of Covered Senior Persons, during an open Window Period. Once<br>the plan is adopted, the person must not exercise any influence over the amount of securities to be<br>traded, the price at which they are to be traded or the date of the trade. The plan must either specify the<br>amount, pricing and timing of transactions in advance or delegate discretion on these matters to an<br>independent third party.<br>Once a Rule 10b5-1 Plan is pre-cleared and is adopted or modified, it is subject to a “cooling-off” period<br>before execution of the first trade. The “cooling-off” period for directors and officers subject to Section<br>16 of the Exchange Act ends on the later of: (1) 90 days following the Rule 10b5-1 Plan adoption or<br>modification or (2) two business days following the disclosure in Form 10-Q or Form 10-K of the<br>Company’s financial results for the fiscal quarter in which the Rule 10b5-1 Plan was adopted or modified<br>(however, the cooling-off period will not exceed 120 days following plan adoption or modification). For all<br>other individuals, a 30 day cooling-off period is required.<br>A person may not enter into overlapping Rule 10b5-1 Plans (subject to certain exceptions) and may only<br>enter into one single-trade Rule 10b5-1 Plan during any 12-month period (subject to certain exceptions).<br>Directors and officers subject to Section 16 of the Exchange Act must include a representation in their<br>Rule 10b5-1 Plan certifying that: (i) they are not aware of any material nonpublic information; and (ii)<br>they are adopting the Rule 10b5-1 Plan in good faith and not as part of a plan or scheme to evade the<br>prohibitions in Rule 10b-5.<br>All persons entering into a Rule 10b5-1 Plan must act in good faith with respect to that plan.<br>* * *<br>Note:<br>Where reference to General Counsel is made, the General Counsel may be substituted with a person with whom<br>the General Counsel delegates to act on their behalf.
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Group Policy on Insider Information 7<br>6. CONSEQUENCES OF VIOLATIONS & QUESTIONS<br>Infringements of the insider rules and insider trading laws may constitute a criminal act that is punishable by<br>imprisonment and/or a fine for the persons involved in trading and/or for the Company. Infringements also<br>constitute a breach of the employment agreement and may entail disciplinary measures for the employee<br>pursuant to employment law, including termination without notice based on good cause.<br>All questions regarding this Policy should be directed to the Global Compliance Office.<br>7. DOCUMENT HISTORY<br># Version/Paragraph Supersedes/Details of Changes<br>01 All Writing of the document<br>02 Substantial Update Changes made in support of U.S. Security Issuance, Nov. 3, 2021<br>03 All Pursuant to annual review, changes made to reflect evolving industry standards, changes in<br>law, and alignment to Company policy template. Substantive changes include:<br>§2 Application Field. Section expanded to detail application to family members and<br>controlled entities.<br>§4 What is Insider Trading. Updated to include significant cybersecurity incidents.<br>§5.2 Projects. Updated to clarify Ad-hoc Committee expectations and processes.<br>§5.3 Pre-Clearance Procedures. Updated to add more detail to the definition of Covered<br>Senior Persons and to implement a mandated request form.<br>§5.4 Trading Prohibition during Blackout Periods. Periods updates and language added<br>further detailing expectations and exceptions.<br>§5.5 Rule 10b5-1 Plans. Updated to reflect changes in law and implement a mandated<br>request form.
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Exhibit 12.1

CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO EXCHANGE ACT RULE 13A-14(A) OR 15D-14(A) AS ADOPTED

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Dr. Christian Wojczewski, certify that:

1.	I have reviewed this annual report on Form 20-F of Evotec SE;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
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4.	The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
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(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)	Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)	Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting;
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5.	The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
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(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
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(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.
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​	​	​
Date:	April 08, 2026	​
​	​	​
​	/s/ Dr. Christian Wojczewski	​
Name:	Dr. Christian Wojczewski	​
Title:	Chief Executive Officer	​

​

Exhibit 12.2

CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER

PURSUANT TO EXCHANGE ACT RULE 13A-14(A) OR 15D-14(A) AS ADOPTED

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Paul Hitchin, certify that:

1.	I have reviewed this annual report on Form 20-F of Evotec SE;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
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4.	The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
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(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)	Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)	Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting;
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5.	The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
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(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
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(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.
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​

Date:	April 08, 2026	​
​	​	​
​	/s/ Paul Hitchin	​
Name:	Paul Hitchin	​
Title:	Chief Financial Officer	​

​

Exhibit 13.1

CERTIFICATION BY THE PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Evotec SE (the “Company”) on Form 20-F for the fiscal year ended December 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Dr. Christian Wojczewski, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date:	April 08, 2026	​
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​	/s/ Dr. Christian Wojczewski	​
Name:	Dr. Christian Wojczewski	​
Title:	Chief Executive Officer	​

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Exhibit 13.2

CERTIFICATION BY THE PRINCIPAL FINANCIAL OFFICER

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Evotec SE (the “Company”) on Form 20-F for the fiscal year ended December 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Paul Hitchin, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date:	April 08, 2026	​
​	​	​
​	/s/ Paul Hitchin	​
Name:	Paul Hitchin	​
Title:	Chief Financial Officer	​

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Exhibit 15.1

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Consent of Independent Registered Public Accounting Firm

Evotec SE

Hamburg, Germany

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-260920 and 333-272285) of Evotec SE (the Company) of our reports dated April 2, 2026, relating to the consolidated financial statements, and the effectiveness of the Company’s internal control over financial reporting, which appear in this Annual Report on Form 20-F. Our report on the effectiveness of internal control over financial reporting expresses an adverse opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025.

/s/ BDO AG Wirtschaftsprüfungsgesellschaft

Berlin, Germany

April 8, 2026