English translation for convenience purposes only.
Annual General Meeting of Evotec SE on 19 June 2019
Direct access to:
Information for Evotec ordinary shareholders who wish to
issue a power of attorney
If you are unable to attend the Annual
General Meeting (AGM) personally, you can appoint a proxy to vote on
your behalf. To this end, you can issue a power of attorney to a
person of your choice, a bank or an association of stockholders
authorising that proxy to attend the Annual General Meeting on your
behalf. Another option is to give power of attorney to
instruction-bound proxies who are appointed by the Company.
In all cases, too, shareholders must register
themselves to the AGM and verify their share ownership in due time in
accordance with the provisions as stated in the section “Participation
at the Annual General Meeting and exercise of voting rights” in the
notice of the Annual General Meeting (see AGM agenda). If a shareholder grants power of
attorney to more than one person, the Company can reject one or
several of these.
The granting of the
power of attorney, its revocation and the evidence of the power of
attorney toward the Company must be in text form unless the power of
attorney is given to a credit institution, an association of
shareholders or another equivalent person or institution pursuant to §
For the authorisation of a
credit institution, a shareholders’ association or a person or
institution equivalent to these, pursuant to § 135 AktG, special
features can apply. The shareholders are requested to consult with the
party to be authorised in such a case, regarding a possible form of
power of attorney that may be required.
Issue of a power of attorney is contingent on the formally
correct registration and evidence of the share ownership in due time
pursuant to the provisions as stated in the invitation of the Annual
General Meeting. An admission ticket must be ordered for this purpose
as noted below.
1. Order an admission ticket
1.1. Shareholders with a depositary bank in Germany
Order an admission ticket for the Annual
General Meeting from your bank in accordance with the conditions
governing attendance and the deadline for registration. All you have
to do in this case is to send the form for ordering admission tickets,
which you received from your depositary bank together with the
invitation to the Annual General Meeting, back to your depositary
bank. The admission ticket will then be sent to you.
1.2. Shareholders with a depositary bank outside Germany
To order an admission ticket, you must
have a specific evidence of the share ownership issued by your
depositary bank. The specific evidence of the share ownership must
apply as of 00.00 am (CEST) on 29 May 2019 (the “Record Date”).
The registration and specific evidence of the share ownership must be
prepared in German or English and must be received by the Company, at
the postal address, telefax number, or email address (the
“Registration Address”) below, no later than by midnight (CEST)
on 12 June 2019:
Evotec SE c/o
Deutsche Bank AG Securities Production - General
Meetings – Postfach 20 01 07 60605 Frankfurt/Main
The admission ticket will then be sent to you once we have
received your special verification of shareholdings.
2. Issue a power of attorney
2.1. Issue a power of attorney to a person of your choice
Shareholders who intend to authorise a
representative are requested to use the form made available by the
Company for issuing the power of attorney and any instructions. It
will be sent to duly registered persons together with the admission
ticket. It can also be requested under the aforementioned address by
post, by telefax or by email and is also available here.
The evidence of a power of attorney being granted can be
provided by the proxy showing the power of attorney at the admission
inspection on the day of the Annual General Meeting. In order to send
the evidence by post, telefax or email (e.g. as a pdf file),
shareholders or shareholder representatives are requested to use the
following address, telefax number or email address:
Evotec SE c/o Better Orange IR & HV AG
Haidelweg 48 81241 Munich Germany
The aforementioned communication methods are also
available if the power of attorney is intended to be granted in the
form of a declaration to the Company; separate evidence of granting
the power of attorney is not necessary in this case. The revocation of
an already issued power of attorney can also be declared to the
Company using the aforementioned communication methods.
2.2. Issue a power of attorney and voting instructions to the
proxies appointed by the Company
As a service, we offer our shareholders
the possibility of granting power of attorney to instruction-bound
proxies who are appointed by the Company.
shareholders who intend to grant a power of attorney to the proxies
appointed by the Company must also register on time, providing the
specific evidence of share ownership. With the admission ticket, our
shareholders will receive additional information regarding the
authorisation of the Company’s proxy, as well as an appropriate form
for issuing power of attorney and instructions. It can also be
requested under the aforementioned address by post, by telefax or by
e-mail and is available here.
Mr. Thomas Wagner and Mr. Michael Schwarz, both
employees of Better Orange IR & HV AG, Munich, are the proxies
appointed by Evotec SE. Both are authorised to act alone.
If the proxies appointed by the Company are granted power of
attorney, they must, in any case, be issued with instructions for
exercising the voting rights with regard to the management's proposed
resolutions. The Company’s proxies are obligated to vote in accordance
with instructions. Without instructions, the proxies will abstain from
voting. The Company’s proxies will not accept any powers of attorney
for filing objections against General Meeting resolutions, to exercise
the right to speak and ask questions or to file motions.
For organisational reasons, shareholders who intend to grant
power of attorney to the Company’s appointed proxies are requested to
send the powers of attorney with instructions by no later than
the end of 18 June 2019 (receipt) electronically via Internet. Please
click below; please have your admission ticket ready for
shareholders who intend to grant power of attorney to the Company’s
appointed proxies are requested to send the powers of attorney with
instructions by no later than the end of 18 June 2019 (receipt) by
post, telefax or email to the following address, telefax number or
Evotec SE c/o
Better Orange IR & HV AG Haidelweg 48 81241 Munich
Furthermore, we request the shareholders
and shareholder representatives who have registered in the proper form
and on time and are present at the Annual General Meeting to also
grant power of attorney to the proxies appointed by the Company in the
Annual General Meeting.
have any queries in conjunction with the issue of a power of
attorney, contact our hotline on telephone number +49 (0)89 889 690
620, on working days between 09.00 am to 05.00 pm (CEST).