Rules of Procedure (Geschäftsordnung)
of the Management Board (Vorstand) of EVOTEC AG
The Supervisory Board of Evotec AG (the “Company”) has agreed to the following Rules of Procedure (Geschäftsordnung)
according to § 77 (2) German Stock Corporation Act (AktG) by unanimous vote on 29 November 2006.
The Vorstand is managing the Company in accordance with Corporate Law, By-Laws/ Articles of Incorporation (Satzung) and
Rules of Procedure (Geschäftsordnung) as set forth in this document. The Company’s business consists of drug discovery and
development for its own account and as service provider for the pharmaceutical and biotechnology industry, and of drug
discovery tools and technologies.
The Vorstand is managing the legal entities belonging to Evotec AG as if they were one single entity. To the extent legally
possible, the Vorstand is delegating its decision making power to a Management Team (MT) which includes all members of the
Duties and Responsibilities of the Management Board (Gesamtvorstand)
Responsibilities of Individual Members of Vorstand
The Company is run jointly by all members of the Vorstand.
Vorstand decides jointly on all issues of significant relevance to the Company. These are listed in Appendix 1 .
Vorstand also decides jointly if one of the members of the Vorstand requests a decision.
Vorstand uses a Management Team as the main decision making body. The Vorstand may elect at any point in time -
contrary to the stipulations below - to call a Vorstand Meeting and make material decisions on its own.
Irrespective of the collective responsibility of the Vorstand and the Management Team (MT) their individual duties and
responsibilities are listed in a document named Allocation of Responsibilities/Geschäftsverteilungsplan, which is set forth
in Appendix 2 as part of these Rules of Procedure (Geschäftsordnung).
In their functional or di