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English translation for convenience purposes only.



Annual General Meeting of Evotec SE on 19 June 2019




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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 § 135 AktG.


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
Germany

Telefax: +49 (0)89 889 690 655
EMail: wp.hv@db-is.com


To simplify the registration procedure for you, please find all the forms needed for ordering an admission ticket within the document below.


[Download document]


You can also request all the forms needed for ordering an admission ticket directly from us at the following address, phone or telefax number or email:


Better Orange IR & HV AG
Haidelweg 48
81241 Munich
Germany
Phone +49 (0)89 889 690 620
Telefax +49 (0)89 889 690 655
Email: evotec@better-orange.de


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

or by telefax to: +49 (0)89 889 690 655
or by email to: evotec@better-orange.de


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.


The 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 identification purposes.





Alternatively 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 email address:


Evotec SE
c/o Better Orange IR & HV AG
Haidelweg 48
81241 Munich
Germany

or by telefax to: +49 (0)89 889 690 655
or by email to: evotec@better-orange.de


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.


If you 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).