UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August, 2023
COMMISSION FILE NUMBER 001-34041
Evotec
SE
(Translation of registrant’s name into English)
Essener Bogen 7
22419 Hamburg
Germany
Tel:
+49 40 560810
(Address of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F: Form 20-F x
Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
On August 29, 2023, Evotec SE (the “Company”)
issued a press release announcing the Company’s financial results and business updates for the first half of 2023 attached hereto
as Exhibit 99.1.
Exhibit 99.2 and Exhibit 99.3 to this report on Form 6-K,
respectively the Amended Form of U.S. Restricted Share Unit Plan and Amended Form of U.S. Restricted Share Unit Plan Award
Agreement, are incorporated by reference into the registration statement on Form S-8 (File No. 333-265727), and shall be deemed
to be part thereof from the date on which this current report is furnished to the SEC, to the extent not superseded by documents or reports
subsequently filed or furnished.
EXHIBIT INDEX
SIGNATURE
Pursuant to the requirements
of s the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Evotec
SE |
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By: |
/s/
Laetitia Rouxel |
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Name:
Laetitia Rouxel |
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Title:
Chief Financial Officer |
Date: August 29, 2023
EXHIBIT INDEX
Exhibit 99.1
![](https://www.sec.gov/Archives/edgar/data/1412558/000110465923096417/tm2324948d1_ex99-1img002.jpg)
| For further information, please
contact: Volker Braun, SVP Head of Global Investor Relations & ESG,
volker.braun@evotec.com, M. +49.(0)151.1940 5058, www.evotec.com | |
![](https://www.sec.gov/Archives/edgar/data/1412558/000110465923096417/tm2324948d1_ex99-1img001.jpg) |
HALF-YEAR
REPORT 2023 |
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I.
MANAGEMENT REPORT
4 | NEW
AND EXTENDED ALLIANCES underline PIPELINE POTENTIAL |
4 | NEW
GUIDANCE For full-year 2023 confIRMED |
HIGHLIGHTS
Q2
CYBER-incident IMPACTING STRONG organic REVENUE GROWTH
4 | Group
revenues increased by 14% to € 383.8 m (H1 2022: € 336.9 m) driven by strong demand for base business
and successful partnering activities; like-for-like revenue growth (excluding fx-effects and M&A effects) 14%, thereof € 36.9 m
coming from the new Biologics partnership in Q2. |
4 | Costs
of € 39.3 m were incurred in Q2 as a direct result of the cyber-incident, including additional expenditures and underutilised
capacities. |
4 | Total
EVT Execute revenues (incl. intersegment revenues) up 2% to € 356.6 m (H1 2022: € 351.0 m), strongly affected
by cyber-incident; EVT Innovate revenues up 66% to € 129.7 m (H1 2022: € 78.0 m) |
4 | Adjusted
Group EBITDA totalled € 26.1 m (H1 2022: € 33.6 m); delivery of Sandoz work packages and Bristol-Myers
Squibb (“BMS”) collaboration yield excellent gross margin, partially compensating for underutilised capacities as a result
of the cyber-incident. |
new
and extended alliances reflect success of growth strategy “ACTION PLAN 2025”
4 | New
significant collaboration announced with Janssen |
4 | Extension
and expansion of strategic neurodegeneration partnership with BMS, and strong progress in strategic targeted protein degradation partnership
with BMS |
4 | Validation
of Just – Evotec Biologics’ strategy, new agreements with Sandoz and the U.S. Department of Defense (after period-end) |
4 | Milestone
payment received with first patient dosed in Phase I study of Bayer kidney disease program |
![](https://www.sec.gov/Archives/edgar/data/1412558/000110465923096417/tm2324948d1_ex99-1img001.jpg) |
HALF-YEAR
REPORT 2023 |
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Business
Outlook for Full-Year 2023 reflecting CYBER-ATTACk;
mid-term
goals 2025 Confirmed
4 | Group
revenues expected to be in a range of € 750 – 790 m (€ 765 – 805 m at constant exchange rates) (2022: € 751 m)
in FY 2023 |
4 | Adjusted
Group EBITDA guidance range between € 60 – 80 m (€ 70 – 90 m at constant exchange rates) (2022: € 102 m) |
4 | Unpartnered
research and development expenses expected to be in a range of € 60 – 70 m (2022: € 70 m) |
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Guidance 2023 | |
Guidance
2023 at constant fx1) | |
Actual
31 December 20222) |
Group revenues | |
€ 750 – 790 m | |
€ 765 – 805 m | |
€ 751 m |
Unpartnered R&D expenses | |
€ 60 – 70 m | |
- | |
€ 70 m |
Adjusted Group EBITDA | |
€ 60 - 80 m | |
€ 70 - 90 m | |
€ 102 m |
1) Average exchange rate
euro vs. US Dollar for 2023: 1.0530
2) Including effects related
the M&A (Rigenerand, Central Glass)
4 | Mid-term
goals target revenue growth to > € 1,000 m, adjusted EBITDA of ≥ € 300 m and unpartnered
research and development expenses of > € 100 m |
Due to the criminal cyber-attack
discovered on 6 April 2023, productivity was affected throughout the entire second quarter. In response to the criminal cyber-attack,
Evotec took immediate action to contain and remediate the attack by taking its external-facing systems offline. This was deemed necessary
to protect all the Company’s partners and stakeholders and meant Evotec could ensure that integrity of scientific data remained
unaffected. The Company re-started operations at the end of April with productivity reaching approx. 50% in May and more than
80% in June.
![](https://www.sec.gov/Archives/edgar/data/1412558/000110465923096417/tm2324948d1_ex99-1img001.jpg) |
HALF-YEAR
REPORT 2023 |
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Financial
Highlights
The following table provides an initial
overview of the financial performance in the first half-year 2023 compared to the same period in 2022. More detailed information can
be found from page 6 of this report.
Key figures of unaudited consolidated
income statement & segment information
Evotec SE & subsidiaries – First half-year 2023
In k€ | |
Evotec Group H1 2023 | | |
Evotec Group H1 2022 | |
Revenues1) | |
| 383,835 | | |
| 336,875 | |
Intersegment revenues | |
| – | | |
| – | |
Costs of revenue | |
| (284,275 | ) | |
| (273,685 | ) |
Gross profit | |
| 99,560 | | |
| 63,190 | |
Gross margin in % | |
| 25.9 | % | |
| 18.8 | % |
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| | | |
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R&D expenses2) | |
| (30,863 | ) | |
| (36,838 | ) |
SG&A expenses | |
| (88,192 | ) | |
| (67,379 | ) |
Other operating income (expenses), net | |
| (4,278 | ) | |
| 37,738 | |
Net operating income (loss) | |
| (23,773 | ) | |
| (3,307 | ) |
1) Adjusted for exchange
rate effects of € 0.8 m, Group revenues would have amounted to € 383.0 m
2) Includes unpartnered
R&D expenses of € 29.0 m € in H1 2023 (H1 2022: € 33.3 m)
The following table details Evotec’s
segment revenues and operating income (loss) for the six months ended 30 June 2023
In T€ | |
EVT Execute | | |
EVT Innovate | | |
Intersegment Eliminations | | |
Evotec Group 6M 2023 | |
Revenues | |
| 254,150 | | |
| 129,685 | | |
| (102,445 | ) | |
| 383,835 | |
Operating result | |
| (24,708 | ) | |
| 934 | | |
| – | | |
| (23,773 | ) |
![](https://www.sec.gov/Archives/edgar/data/1412558/000110465923096417/tm2324948d1_ex99-1img001.jpg) |
HALF-YEAR
REPORT 2023 |
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Operational
Highlights
Signing of new and extended drug
discovery and development agreements
In the first half-year of 2023, Evotec
continued to further expand its operational activities based on its fully integrated End-to-End shared R&D and precision medicine
platforms. Despite the cyber-attack, the Company entered into several new partnerships and extended existing alliances across the various
stages of drug discovery and development e.g.:
| · | In
January, Evotec announced a new strategic collaboration and licence agreement with Janssen
focussing on the development of first-in-class targeted immune-based therapies for oncology.
Besides research funding, Evotec is entitled to an undisclosed upfront payment, success-based
research and commercial milestones exceeding US$ 350 m over a minimum of 3 years, as well
as tiered royalties on products resulting from the collaboration. |
| · | In
February, Evotec extended and expanded its integrated multi-target drug discovery agreement
with Related Sciences to continue to grow the joint portfolio of drug development
candidates through 2030, leveraging Evotec’s industry-leading capabilities across the
full R&D continuum. |
| · | In
March, Evotec announced key scientific progress in the targeted protein degradation alliance
with BMS, first signed in 2018. Performance-based and programme-based achievements
triggered payments of in total US$ 72.6 m to Evotec. |
| · | Also
in March, Evotec and BMS extended and expanded their neurodegeneration partnership,
originally signed in 2016 for an additional 8 years. Evotec received a US$ 50 m upfront payment,
undisclosed license, and performance milestone payments, as well as tiered royalties of up
to low double-digit percentages on product sales. Including the upfront and downstream performance
milestone payments, the overall transaction results in a deal value of US$ 4 bn with revenue
recognized over the lie of the contract. |
Just – Evotec Biologics:
Validation of paradigm shift in biologics manufacturing
Just – Evotec Biologics, while
still in start-up and investment phase, has demonstrated its strategic potential through newly signed agreements and ongoing discussions
from discovery through process development to clinical and commercial supply.
| · | In
May, Just – Evotec Biologics and Sandoz launched a multi-year, long-term tech
partnership for the immediate development and subsequent manufacturing of multiple biosimilars.
Just – Evotec Biologics will receive a double-digit-million upfront and future payments
US$ 640 m dependent on successful development progress of as well as additional payments
dependent on progress into commercial manufacturing. |
| · | In
June, the successful installation of multiple cleanroom PODs significantly advanced the construction
of J.POD Toulouse, France (EU). The strategic investment in this platform expansion
will make Just – Evotec Biologics’ J.POD technology, with its cost-effective
and flexible clinical and commercial supply solutions for biomanufacturing available for
the first time in Europe. |
| · | On
5 July 2023 (after period-end), the U.S. Department of Defense (“DOD”)
awarded Just – Evotec Biologics a second contract under the accelerated antibodies
program valued up to US$ 74 m for the rapid development of monoclonal antibody (“mAb”)
-based drug product prototypes targeting orthopoxviruses. |
![](https://www.sec.gov/Archives/edgar/data/1412558/000110465923096417/tm2324948d1_ex99-1img001.jpg) |
HALF-YEAR
REPORT 2023 |
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Co-owned pipeline projects progressing
well.
| · | In
June, Evotec received a € 2 m milestone payment from Bayer which was triggered
by the first patient dosed in the clinical Phase I study of a kidney disease programme stemming
from the Evotec-Bayer multi-target research collaboration in kidney diseases. The drug candidate,
a monoclonal antibody targeting the protein Semaphorin-3A (“Sema3A”) is being
developed as a potential first-to-market treatment for Alport syndrome, a rare genetic kidney
disease. |
New funding for long-term growth
| · | In
February, Evotec and the European Investment Bank (“EIB”) finalized an
agreement for an unsecured loan facility that includes a low fixed interest rate plus a reward-sharing
component for the EIB. The loan will be invested over a period of three years and each tranche
will mature seven years after drawing down. Evotec will use the loan, with a total volume
of up to € 150 m, to fund its internal R&D activities, equity investments,
as well as the new biologics manufacturing facility, J.POD Toulouse, France (EU). |
| · | In
June, Evotec received a US$ 1.7 m grant from Open Philanthropy. Under the grant, Evotec
leverages its RNA-targeting small molecules platform to identify promising RNA sequences
to target with small molecule ligands that can be developed into potentially first-in-class
therapeutics against Henipaviruses. |
Strong start to the year
Prior to the cyber-attack on 6 April,
the Company’s Q1 results remained materially unaffected and represented a strong start to the year. While all efforts were focused
on a fast return to full productivity and business recovery, Q2 saw delays in business operations, of which most are expected to be recovered
in the second half of 2023.
Report
on the Financial Situation and Results
1. Results of operations
Group revenues in the reporting
period increased by 14% or € 47.0 m to € 383.8 m (H1 2022: € 336.9 m). Evotec had a
strong start to the year with revenues of € 213.6 m (Q1 2022: € 164.7 m) and 30% revenue growth in the
first quarter of 2023, driven by robust underlying business dynamics in a challenging environment and payments from BMS after the extensions
and expansions of strategic alliances in targeted protein degradation and neurodegeneration. Due to the criminal cyber-attack on 6 April 2023,
productivity was affected throughout the entire second quarter. In response to the criminal cyber-attack, Evotec took immediate action
to contain and remediate the attack by taking its external-facing systems offline. This was deemed necessary to protect all the Company’s
partners and stakeholders and Evotec could ensure that integrity of scientific data remained unaffected. The Company re-started operations
at the end of April with productivity reaching approx. 50% in May and more than 80% in June leading to a contribution
of € 170.2 m (Q2 2022: € 172.2 m). The second quarter was positively influenced by the recognition
of the delivery of work packages as part of the new Technology-Partnership with Sandoz. Excluding the recognition of minor fx-effects,
Group revenues grew by 14% or € 47.0 m to € 383.8 m within the first 6 months. Growth of the base business
was 14% or € 49.4 m from € 330.1 m in H1 2022 to € 379.5 m in the first six months
of 2023, of which € 212.0 m were generated in Q1 2023 and € 167.5 m in the second quarter of 2023.
In connection with other collaborations, we generated milestone, upfront and license revenues of € 4.3 m (H1 2022:
€ 6.8 m); thereof € 1.6 m achieved between January and March, € 2.7 m from April until June 2023.
Just – Evotec Biologics more than doubled its revenue share year-over-year to € 59.0 m during the six months ended
30 June 2023 (H1 2022: € 21.4 m) which composes of € 11.1 m in Q1 2023 and € 47.9 m
in Q2 2023.
![](https://www.sec.gov/Archives/edgar/data/1412558/000110465923096417/tm2324948d1_ex99-1img001.jpg) |
HALF-YEAR
REPORT 2023 |
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Geographically, 26% of Evotec’s
revenues were generated with partners in Germany, France, and UK, 72% with partners in the USA and 2% with partners in the rest of the
world. This compares to 29%, 53% and 17%, respectively, in the same period of the previous year.
The Costs of revenue during the
six months ended 30 June 2023 amounted to € 284.3 m (H1 2022: € 273.7 m) yielding a gross
margin of 25.9% (H1 2022: 18.8%). The significant increase of margin was attributable to recent signed beneficial cooperations and
partnerships with BMS, Sandoz and the milestone payment of € 2 m from Bayer. Excluding Just – Evotec Biologics, total
gross margin amounted to 25.3% vs. 27.3% during the same period last year. The cost of revenues of the group was divided into € 160.3 m
in Q1 2023 (Gross margin: 24.9 %) versus € 124.0 m in Q2 2023 (Gross margin: 27.2 %).
Total R&D expenses decreased
by € 6.0 m or 16% for the six months ended 30 June 2023 to € 30.9 m (H1 2022: € 36.8 m).
The decrease in unpartnered R&D expenses by 11% to € 29.0 m (H1 2022: € 33.3 m) and partnered
R&D expenses by 64% to € 1.9m (H1 2022: € 3.5 m) was primarily related to the impacted business
activity due to the cyber incident in the second quarter leading to a temporary reduction of R&D costs in Q2 2023. to €
12.2 m (Q2 2022: € 18.7 m) after € 18.7 m in Q1 2023 (Q1 2022: € 18.1 m).
In comparison to the same period of
2022, SG&A expenses increased by € 20.8 m or 31% to € 88.2 m (H1 2022: € 67.4 m),
mainly driven by increasing headcount at all sites to sustain the business expansion.and strengthen the end-to-end global processes and
systems.
Other operating income and expenses
amounted in total to € (4.3) m expense (H1 2022: Other operating income of € 37.7 m). The decrease is mainly
resulted from costs related to managing the impact of the cyber-attack in Q2. These costs – which are one-off costs in nature –
related to third party involvement like consultants and legal advisors as well as to work contributed by Evotec staff and totalled to
€ 39.3 m as of 30 June 2023. Internal costs reported under Other operating expenses related mainly to time spent
in IT and other departments on recovering after the cyber-attack. Further, the company recognized € 5.1 m of impairment
on intangible assets.
Less activity in R&D resulted in
a lower than anticipated other operating income from R&D tax credits of € 20.1 m (H1 2022: 19.3 m). Recharges
of Sanofi for ID Lyon amounted to € 16.9 m in H1 2023 (H1 2022: € 16.8 m).
The improvement in net income (loss)
before taxes of € (26.7) m (H1 2022: € (93.1) m) was mainly related to a gain on investment in
equity instruments re-evaluation in the amount of € 5.6 m (H1 2022 € (97.7) m for Evotec’s equity
position in Exscientia plc . In H1 2023, Exscientia's ordinary share price increased by 11% from US$ 5.33 at the end of 2022
to US$ 5.92 as of 30 June 2023.
Adjusted Group EBITDA of the
first six months 2023 totalled at € 26.1 m (H1 2022: € 33.6 m), caused by missed revenues after the
cyber-attack as well as higher costs to manage adverse effects of the incident. Business dynamics were fully intact until 6 April, leading
to a very strong start to the year yielding an EBITDA of € 34.3 m in Q1 2023. One-off burdens in Q2 2023 were partially
mitigated due to the signing of the Technology-Partnership with Sandoz. Still, adjusted EBITDA was negative at € (8.2) m
in Q2 2023.
Just – Evotec Biologics started
ahead of plan mainly based on closing of the Tech-Partnership with Sandoz and a strong overall orderbook, contributing an EBITDA of € 8.5 m
for H1 2023 (Q1 2023: € (11.5) m; Q2 2023: € 20.0 m).
Group net income as of 30 June 2023
amounted to € (28.8) m (H1 2022: € (101.2) m), mainly because of the gain on revaluation of investments
in equity instruments of € 5.6 m versus € (97.7) m in H1 2022 for Evotec’s 14 m shares
in Exscientia plc.
![](https://www.sec.gov/Archives/edgar/data/1412558/000110465923096417/tm2324948d1_ex99-1img001.jpg) |
HALF-YEAR
REPORT 2023 |
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2. Progressing convergence of
integrated services
The majority of missed external revenues
€ 70 m (net) were related to EVT Execute while EVT Innovate demonstrated a very strong H1, mainly driven by the progress
in its PanOmics-based partnerships with BMS. Despite material one-off effects, total EVT Execute revenues (incl. intersegment revenues)
increased by 2% to € 356.6 m (H1 2022: € 351.0 m), supported by an increase of revenues of Just –
Evotec Biologics. Intersegment revenues amounted to € 102.4 m (H1 2022: € 92.1 m), which is an indicator
for the convergence of our offering based on our fully integrated platform. Intersegment sales are reflective of the progress of projects
recognised within EVT Innovate where Evotec maintains rights to participate in the success of partnered projects in the future.
EVT Execute recorded costs
of revenue of € 291.4 m in the first six months of 2023 (H1 2022: € 289.8 m), resulting in a gross
margin of 25.7% (H1 2022: 17.4%). EVT Execute gross margin excluding Just – Evotec Biologics (US) would have reached
23.2% in H1 2023, a 210-basis point change compared to 25.3% in the same period 2022. The delta to the total gross margin of EVT
Execute shows the positive contribution of our Biologics business. R&D expenses were € 2.4 m (H1 2022: € 2.6 m),
SG&A expenses increased to € 67.3 m (H1 2022: € 54.1 m) as a mix of increase in headcount and
more consultancy. The impact of the cyber-attack is visible in line with Other operating expense (income), net, which amounted to € 20.2 m
and included internal as well as external costs.
Adjusted EBITDA of the EVT Execute
segment was € 22.6 m, 59% below the previous year level (H1 2022: € 54.7 m) due to loss of operations
as a consequence of the cyber-attack. While the miss of revenues and related costs are considered temporary, preparations for future
growth have been pursued by moderately increasing headcount even in a challenging situation.
The EVT Innovate segment generated
revenues of € 129.7 m (H1 2022: € 78.0 m). This increase of 66% was mainly driven by high base revenues
from the collaborations with BMS.
The EVT Innovate segment incurred costs
of revenue of € 89.5 m (H1 2022: € 68.3 m). Gross margin as a percent of revenue was 31.0%, a significant
increase of 18.6 percentage points compared with H1 2022 (12.4%). The EVT Innovate segment reported R&D expenses of
€ 34.3 m (H1 2022: € 42.0 m) which were below budget due to the cyber-attack in early April. Expanded
business development activities resulted in an increase of SG&A expenses to € 20.9 m (H1 2022: € 13.3 m).
Other operating expense (income), net, decreased from € 22.2 m to € 15.9 m, mainly as a result of the cyber-attack.
The EVT Innovate adjusted EBITDA reached € 3.5 m in H1 2023 (H1 2022: € (21.1) m).
3. Financing and financial position
Cash flow provided by operating activities
in the first six months of 2023 amounted to € (5.2) m (H1 2022: € 240.6 m). The comparable figure
last year was driven by a $ 200 m upfront payment from BMS. In H1 2023, this figure does not yet reflect payments in connection with
the BMS collaboration and the agreement with Sandoz, which were received after the due date on 30 June.
Cash flow from investing activities
for the first six months of 2023 amounted to € 28.8 m (Cash flow used in investing activities in H1 2022: € 206.9 m),
mainly driven by a positive net effect of € 141.6 m from purchase and proceeds of investments. The proceeds from investments were
mainly used to fund the capital expenditures. Capital expenditure amounted to € 104.0 m (H1 2022: € 81.4 m),
of which investments into the J.POD, Toulouse (EU) facility amounted to € 48.3 m. Apart from this growth projects, capital
expenditures include investments focused on Global Drug Discovery (GDD), Drug Discovery Services (DDS), the J.POD Redmond (U.S.) facility,
energy-efficiency improvements and the taken measures after the cyber-attack.
![](https://www.sec.gov/Archives/edgar/data/1412558/000110465923096417/tm2324948d1_ex99-1img001.jpg) |
HALF-YEAR
REPORT 2023 |
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Cash flow from financing activities
were € 10.5 m for the first six month against € (45.8) m in H1 2022. Proceeds from new loans amounted
to € 20 m, partly offset by repayments of lease obligations.
Cash and cash equivalents were
€ 459.8 m as of 30 June 2023 (31 December 2022: € 415.2 m). In detail, the cash outflow
from investing activities decreased to € 28.8 m (H1 2022: € (206.9) m), which was more than off-set
by the received pre-payments from the recent extension of partnership with BMS in protein degradation. Consequently, total Liquidity
amounted to € 620.8 m (31 December 2022: € 718.5 m).
4. Assets, liabilities, and stockholders’
equity
Assets
Between 31 December 2022
and 3o June 2023, total assets increased slightly by € 44.0 m to € 2,301.2 m (31 December 2022:
€ 2,257.2 m).
Investments, and other current financial
assets including derivatives amounted to € 173.2 m (31 December 2022: € 314.8 m). This significant
decrease was a result of the sale of current investments as part of the financing of our capacity expansion.
Trade and other receivables increased
in the six months ended 30 June 2023 by € 30.7 m to € 202.5 m (31 December 2022: € 171.8
m), due to the recognition of the new contracts with BMS and Sandoz. As of 30 June, Days Sales Outstanding (DSO) of 96 were significantly
reduced to 62 again in July 2023 after reception of the payments from BMS and Sandoz.
Contract assets and Inventories remained
relatively stable with € 59.1 m versus € 60.3 m as of 31 December 2022.
Current tax assets increased
from € 54.4 m as per 31 December 2022 to € 62.4 m as per 30 June 2023, mainly related
to increased tax credits in Italy.
Prepaid expenses and other current
assets increased by € 12.4 m to € 69.6 m (31 December 2022: € 57.1 m) mainly
due to the increase of VAT receivables.
Property, plant, and equipment
rose by € 70.9 m to € 721.1 m (31 December 2022: € 650.2 m) caused by capital
expenditures for site expansion, exceeding depreciations.
Intangible assets and Goodwill declined
by € 6.0 m compared with 31 December 2022, to € 292.6 m (31 December 2022: € 298.6 m),
primarily due to straight-line amortisation of definite life intangibles and fx-effects.
Non-current tax receivables increased
to € 88.8 m (31 December 2022: € 70.3 m) mainly due to receivables relating to R&D tax credits
in France and Prepayments regarding Corporate Income Tax and Trade Tax in Germany.
Long-term financial investments and
other long-term assets and investments in associates and Joint ventures amounted to € 160.8 m (31 December 2022:
€ 154.1 m). This increase resulted mainly from the revaluation to Evotec’s stake in Exscientia plc.
![](https://www.sec.gov/Archives/edgar/data/1412558/000110465923096417/tm2324948d1_ex99-1img001.jpg) |
HALF-YEAR
REPORT 2023 |
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Liabilities
Trade and other payables increased
by € 8.7 m in the six months ended 30 June 2023 to € 106.0 m (31 December 2022: € 97.3 m) in
accordance with the overall business growth.
Provisions decreased by € 6.1 m
to € 48.3 m (31 December 2022: € 54.4 m) due to annual bonus payments in April 2023.
Other current financial liabilities
increased to € 151.6 m (31 December 2022: € 23.5 m) mainly due to reclassification of long-term
financial liabilities.
Current and non-current contract
liabilities increased by € 29.5 m to € 358.6 m (31 December 2022: € 329.1 m)
due to the recognition of the upfront payments from BMS.
Net debt leverage ratio of (3,6)x
adjusted EBITDA, excl. IFRS 16 effect and (0,9)x incl. IFRS 16 improved versus Q4 2022 with reference to the overall positive
net cash position.
Stockholders’ equity
As of 30 June 2023, Evotec’s
overall capital structure remained stable at a strong equity balance compared with the end of 2022. Total stockholders’ equity
declined by one percent (€ 12.9 m) to € 1,174.3 m (31 December 2022: € 1,187.2 m).
Due to the exercise of stock options and Share Performance Awards, a total amount of 177,185,744 shares were issued and outstanding with
a nominal value of € 1.00 per share as of 30 June 2023. Evotec’s equity ratio as of 3o June 2023
amounted to 51.0% (31 December 2022: 52.6%).
5. Human Resources
Employees
Headquartered
in Hamburg, Germany, the Evotec Group employed 5,067 people globally as of 30 June 2023 (31 December 2022: 4,952
employees), which corresponds to a total increase of 2.3% compared to the prior year’s end. Overall, the number of employees grew
by 115 in the first six months of 2023 (H1 2022: 323 employees).
Stock-based compensation
During
the first half of 2023, 227,555 Share Performance and Restricted Awards from the total granted 806,500 Share Performance and 603,161
Restricted Awards were given to the members of the Management Board. The remaining number of awards were given to other key employees.
During the first half-year 2023 233,083
shares were issued through the exercise of Share Performance Awards. As of 30 June 2023, the total number of Share Performance and
Restricted Awards available for future exercise amounted to 2,802,180 (approximately 1.0% of shares in issue).
Share Performance and Restricted Awards
have been accounted for under IFRS 2 using the fair value at the grant date.
With the exception of Dr Mario Polywka,
the Supervisory Board of Evotec SE does not hold any Share Performance Awards.
![](https://www.sec.gov/Archives/edgar/data/1412558/000110465923096417/tm2324948d1_ex99-1img001.jpg) |
HALF-YEAR
REPORT 2023 |
|
|
Shareholdings of the Boards of
Evotec SE as of 30 June 2023
| |
Shares | | |
Stock options | | |
Outstanding Shares from vested SPA’s | | |
Granted unvested SPA’s and RSA´s (total) | |
Management Board | |
| | | |
| | | |
| | | |
| | |
Dr Werner Lanthaler | |
| 1,540,906 | | |
| – | | |
| – | | |
| 241,824 | |
Dr Cord Dohrmann | |
| 195,079 | | |
| – | | |
| – | | |
| 115,201 | |
Dr Matthias Evers | |
| – | | |
| – | | |
| – | | |
| 39,353 | |
Dr Craig Johnstone | |
| 20,161 | | |
| – | | |
| – | | |
| 108,197 | |
Laetitia Rouxel | |
| 51,655 | | |
| – | | |
| – | | |
| 42,488 | |
| |
| | | |
| | | |
| | | |
| | |
Supervisory Board | |
| | | |
| | | |
| | | |
| | |
Prof. Dr Iris Löw-Friedrich | |
| – | | |
| – | | |
| – | | |
| – | |
Roland Sackers | |
| – | | |
| – | | |
| – | | |
| – | |
Camilla Macapili Languille | |
| – | | |
| – | | |
| – | | |
| – | |
Dr Mario Polywka | |
| 11,938 | | |
| – | | |
| – | | |
| – | |
Dr Constanze Ulmer-Eilfort | |
| – | | |
| – | | |
| – | | |
| – | |
Dr Elaine Sullivan | |
| – | | |
| – | | |
| – | | |
| – | |
Pursuant to Article 19 of the European
Market Abuse Regulation (EU-Marktmissbrauchsverordnung), the above tables and information list the number of Company shares held and
rights for such shares granted to each board member as of 30 June 2023 separately for each member of Evotec’s Management Board.
RISKS
AND OPPORTUNITIES MANAGEMENT
The risks and opportunities described
in Evotec’s Annual Report 2022 on pages 66 to 80 remain mainly unchanged. At present, no risks have been identified that either
individually or in combination could endanger the continued existence of Evotec SE.
General
Market and Healthcare environment
Trends in the pharmaceutical and
biotechnology sector
There were no material changes to the
overall trends in the pharmaceutical and biotechnology sector described in Evotec’s Annual Report 2022 on page 43 and 44.
Please see Evotec’s Annual Report 2022 for further information.
![](https://www.sec.gov/Archives/edgar/data/1412558/000110465923096417/tm2324948d1_ex99-1img001.jpg) |
HALF-YEAR
REPORT 2023 |
|
|
FORWARD-LOOKING STATEMENTS
This half-year
interim report contains forward-looking statements concerning future events. Words such as “anticipate,” “believe,”
“could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,”
“potential,” “should,” “target,” “would” and variations of such words and similar expressions
are intended to identify forward-looking statements. Such statements include comments regarding Evotec’s expectations for revenues,
Adjusted Group EBITDA and unpartnered R&D expenses, as well as the anticipated impact from the Russian invasion of Ukraine. These
forward-looking statements are based on the information available to, and the expectations and assumptions deemed reasonable by Evotec
at the time these statements were made. No assurance can be given that such expectations will prove to have been correct. These statements
involve known and unknown risks and are based upon a number of assumptions and estimates, which are inherently subject to significant
uncertainties and contingencies, many of which are beyond the control of Evotec. Factors that could cause actual results to differ are
discussed under the heading "Risk Factors" in our Annual Report for the year ended December 31, 2021. Evotec expressly
disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein
to reflect any change in Evotec’s expectations with respect thereto or any change in events, conditions or circumstances on which
any statement is based.
NON-IFRS METRICS
This interim report
includes certain financial measures and metrics not based on IFRS, including Adjusted Group EBITDA. We define Adjusted EBITDA 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 and change in contingent consideration (earn-out).
Adjusted EBITDA
should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with IFRS. Adjusted
EBITDA is a non-IFRS measures 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.
![](https://www.sec.gov/Archives/edgar/data/1412558/000110465923096417/tm2324948d1_ex99-1img001.jpg) |
HALF-YEAR
REPORT 2023 |
|
|
The following table shows the reconciliation
of net income to Adjusted EBITDA
In T€ | |
Evotec Group 6M 2023 | | |
Evotec Group 6M 2022 | |
Net income | |
| (28,828 | ) | |
| (101.179 | ) |
Interest expense (net) | |
| 640 | | |
| (5,796 | ) |
Tax expense | |
| 2,175 | | |
| 8,110 | |
Depreciation of tangible assets | |
| 40,851 | | |
| 32.833 | |
Amortization of intangible assets | |
| 3,902 | | |
| 4.885 | |
EBITDA | |
| 17.460 | | |
| (49.555 | ) |
Impairment of intangible assets | |
| 5,119 | | |
| - | |
Impairment of goodwill | |
| - | | |
| - | |
Measurement gains from investments | |
| (5,567 | ) | |
| 97,718 | |
Share of loss of associates accounted for using the equity method | |
| 7,149 | | |
| 7,628 | |
Impairment of financial assets | |
| - | | |
| - | |
Other income from financial assets, net | |
| - | | |
| - | |
Foreign currency exchange (loss) gain, net | |
| 2,477 | | |
| (21,456 | ) |
Other non-operating income, net | |
| (540 | ) | |
| 76 | |
Change in contingent consideration (earn-out) | |
| - | | |
| (775 | ) |
Adjusted EBITDA | |
| 26.099 | | |
| 33,636 | |
![](https://www.sec.gov/Archives/edgar/data/1412558/000110465923096417/tm2324948d1_ex99-1img001.jpg) |
HALF-YEAR
REPORT 2023 |
|
|
The
Evotec share
Performance of the Evotec share
in the first six months of 2023
The performance of the Evotec share
in the first six months of 2023 was accompanied by numerous company announcements. At the end of January, Evotec already announced that
it had entered into an agreement with Janssen for the development of immune-based therapies. The extension of the strategic partnership
with BMS at the end of March, too, led to an upward movement. The announcement of a criminal cyber-attack on 6 April ended this
trend.
Due to the attack, Evotec was unable
to report its results for the fiscal year 2022 in due time. The delay, which in the end amounted to 12 days, prompted Qontigo GmbH, a
part of Deutsche Börse Group, to remove Evotec from all relevant indices on 5 May and to implement its decision accordingly
four days later. The announcement by Evotec and Sandoz to launch a technology partnership for the development and commercial manufacturing
of biosimilars triggered a strong recovery immediately thereafter. Following the ad-hoc release on the new partnership on 9 May 2023,
the Evotec share gained 14 percentage points. With the publication of the annual report on 12 May, Evotec satisfied the conditions to
re-join the MDAX and the TecDAX, which further strengthened the positive share price performance even before the announcement that it
would resume its dual listing as of 19 June. As a result, based on the closing price of 30 June 2023, the Evotec share traded 35%
higher than at the end of 2022. The share price significantly outperformed both benchmark indices, TecDAX and the MDAX, by more than
20%.
![](https://www.sec.gov/Archives/edgar/data/1412558/000110465923096417/tm2324948d1_ex99-1img003.jpg)
![](https://www.sec.gov/Archives/edgar/data/1412558/000110465923096417/tm2324948d1_ex99-1img001.jpg) |
HALF-YEAR
REPORT 2023 |
|
|
II. UNAUDITED INTERIM CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
Evotec SE and
Subsidiaries
Consolidated interim statement of financial position as of 30 June 2023
in k€ except share data | |
Note reference | | |
as of 30 June 2023 | | |
as of 31 December 2022 | |
ASSETS | |
| | |
| | | |
| | |
Current assets: | |
| | |
| | | |
| | |
— Cash and cash equivalents | |
| | |
| 459,752 | | |
| 415,155 | |
— Investments | |
| | |
| 161,094 | | |
| 303,334 | |
— Trade and other receivables | |
| | |
| 202,496 | | |
| 171,799 | |
— Contract assets | |
| | |
| 26,459 | | |
| 30,516 | |
— Inventories | |
| | |
| 32,612 | | |
| 29,825 | |
— Current tax assets | |
| | |
| 62.346 | | |
| 54,422 | |
— Other current financial assets including derivatives | |
| | |
| 12,127 | | |
| 11,494 | |
— Prepaid expenses and other current assets | |
| | |
| 69,563 | | |
| 57,126 | |
Total current assets | |
| | |
| 1,026,449 | | |
| 1,073,671 | |
| |
| | |
| | | |
| | |
Non-current assets: | |
| | |
| | | |
| | |
— Long-term financial investments and other long-term assets | |
| | |
| 149,738 | | |
| 138,074 | |
— Investments in associates and Joint Ventures | |
| | |
| 11,104 | | |
| 16,043 | |
— Property, plant and equipment | |
| | |
| 721,136 | | |
| 650,201 | |
— Intangible assets and Goodwill | |
6 | | |
| 292,612 | | |
| 298,638 | |
— Deferred tax assets | |
| | |
| 11,382 | | |
| 10,327 | |
— Non-current tax assets | |
| | |
| 88,800 | | |
| 70,293 | |
Total non-current assets | |
| | |
| 1,274,772 | | |
| 1,183,576 | |
Total assets | |
| | |
| 2,301,221 | | |
| 2,257,247 | |
| |
| | |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | |
| | |
| | | |
| | |
Current liabilities: | |
| | |
| | | |
| | |
— Current financial liabilities | |
| | |
| 151,638 | | |
| 23,468 | |
— Trade and other payables | |
| | |
| 106,038 | | |
| 97,277 | |
— Contract liabilities | |
| | |
| 138,893 | | |
| 122,922 | |
— Deferred income | |
| | |
| 11,539 | | |
| 13,748 | |
— Provisions | |
| | |
| 48,257 | | |
| 54,410 | |
— Current income tax liabilities | |
| | |
| 10,480 | | |
| 8,987 | |
— Other current liabilities | |
| | |
| 21,263 | | |
| 16,894 | |
Total current liabilities | |
| | |
| 488,107 | | |
| 337,706 | |
| |
| | |
| | | |
| | |
Non-current liabilities: | |
| | |
| | | |
| | |
— Long-term financial liabilities | |
| | |
| 382,509 | | |
| 490,293 | |
— Deferred tax liabilities | |
| | |
| 19,130 | | |
| 18,524 | |
— Provisions | |
| | |
| 16,641 | | |
| 16,427 | |
— Contract liabilities | |
| | |
| 219,654 | | |
| 206,136 | |
— Other non-current liabilities | |
| | |
| 893 | | |
| 977 | |
Total non-current liabilities | |
| | |
| 638,827 | | |
| 732,357 | |
| |
| | |
| | | |
| | |
Stockholders’ equity: | |
| | |
| | | |
| | |
—Share capital1) | |
| | |
| 177,186 | | |
| 176,953 | |
— Additional paid-in capital | |
| | |
| 1,445,357 | | |
| 1,440,010 | |
— Retained Earnings | |
| | |
| (448,256 | ) | |
| (429,779 | ) |
Equity attributable to shareholders of Evotec SE | |
| | |
| 1,174,287 | | |
| 1,187,184 | |
— Non-controlling interest | |
| | |
| - | | |
| - | |
Total stockholders’ equity | |
| | |
| 1,174,287 | | |
| 1,187,184 | |
Total liabilities and stockholders’ equity | |
| | |
| 2,301,221 | | |
| 2,257,247 | |
1) 177,185,744 and 176,952,653
shares issued and outstanding in 2023 and 2022, respectively
![](https://www.sec.gov/Archives/edgar/data/1412558/000110465923096417/tm2324948d1_ex99-1img001.jpg) |
HALF-YEAR
REPORT 2023 |
|
|
Evotec SE and Subsidiaries
Consolidated interim income statement for the six months ended 30 June 2023 and 30 June 2022
in k€ except share and per share data | |
Note reference | | |
Six months ended 30 June 2023 | | |
Six months ended 30 June 2022 | | |
Three months ended 30 June 2023 | | |
Three months ended 30 June 2022 | |
Revenue | |
| 5 | | |
| 383,835 | | |
| 336,875 | | |
| 170,279 | | |
| 172,203 | |
Cost of Revenue | |
| | | |
| (284,275 | ) | |
| (273,686 | ) | |
| (123,956 | ) | |
| (141,308 | ) |
Gross profit | |
| | | |
| 99,560 | | |
| 63,189 | | |
| 46,324 | | |
| 30,895 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
— Research and development | |
| | | |
| (30,863 | ) | |
| (36,838 | ) | |
| (12,377 | ) | |
| (18,725 | ) |
— Selling, General and Administrative | |
| | | |
| (88,192 | ) | |
| (67,396 | ) | |
| (45,609 | ) | |
| (35,830 | ) |
— Other operating income (expense) | |
| | | |
| (4,278 | ) | |
| 37,738 | | |
| (24,626 | ) | |
| 19,890 | |
Operating income (loss) | |
| | | |
| (23,773 | ) | |
| (3,307 | ) | |
| (36,288 | ) | |
| (3,770 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
— Gain (loss) on investment in equity instruments revaluation | |
| | | |
| 5,567 | | |
| (97,718 | ) | |
| 8,065 | | |
| (34,914 | ) |
— Share of profit (loss) of associates and Joint ventures | |
| | | |
| (7,149 | ) | |
| (7,628 | ) | |
| (3,090 | ) | |
| (3,528 | ) |
— Financial income | |
| | | |
| 5,678 | | |
| 2,021 | | |
| 2,826 | | |
| 1,232 | |
— Financial expense | |
| | | |
| (5,038 | ) | |
| (7,817 | ) | |
| (2,540 | ) | |
| (3,667 | ) |
— Other non-operating income (expense) | |
| | | |
| (1,937 | ) | |
| 21,380 | | |
| 10,590 | | |
| 20,311 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Net Income (loss) before taxes | |
| | | |
| (26,652 | ) | |
| (93,069 | ) | |
| (20,437 | ) | |
| (24,336 | ) |
— Income taxes | |
| | | |
| (2,175 | ) | |
| (8,110 | ) | |
| 5,508 | | |
| (3,601 | ) |
Net income (loss) | |
| | | |
| (28,828 | ) | |
| (101,179 | ) | |
| (14,929 | ) | |
| (27,937 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Weighted average shares outstanding | |
| | | |
| 176,935,744 | | |
| 176,702,653 | | |
| 176,935,744 | | |
| 176,702,653 | |
Net income per share (basic) | |
| | | |
| (0.16 | ) | |
| (0.57 | ) | |
| (0.08 | ) | |
| (0.16 | ) |
Net income per share (diluted) | |
| | | |
| (0.16 | ) | |
| (0.57 | ) | |
| (0.08 | ) | |
| (0.16 | ) |
![](https://www.sec.gov/Archives/edgar/data/1412558/000110465923096417/tm2324948d1_ex99-1img001.jpg) |
HALF-YEAR
REPORT 2023 |
|
|
Evotec SE and Subsidiaries
Consolidated interim statement of comprehensive income (loss) for the six months ended 30 June 2023 and 30 June 2022
in k€ | |
Six months ended 30 June 2023 | | |
Six months ended 30 June 2022 | | |
Three months ended 30 June 2023 | | |
Three months ended 30 June 2022 | |
Net income (loss) | |
| (28,828 | ) | |
| (101,179 | ) | |
| (14,929 | ) | |
| (27,937 | ) |
| |
| | | |
| | | |
| | | |
| | |
Accumulated other comprehensive income | |
| | | |
| | | |
| | | |
| | |
Items which are not re-classified to the income statement | |
| | | |
| | | |
| | | |
| | |
— Remeasurement of defined benefit obligation | |
| - | | |
| - | | |
| | | |
| | |
— Revaluation of investments | |
| 1,861 | | |
| (4,112 | ) | |
| 865 | | |
| (4,112 | ) |
| |
| | | |
| | | |
| | | |
| | |
Items which may have to be re-classified to the income statement at a later date | |
| | | |
| | | |
| | | |
| | |
— Foreign currency translation | |
| 4,264 | | |
| 10,364 | | |
| 5,475 | | |
| 7,244 | |
— Revaluation and disposal of investments | |
| 4,225 | | |
| (12,973 | ) | |
| (4,216 | ) | |
| (12,579 | ) |
| |
| | | |
| | | |
| | | |
| | |
Other comprehensive income (loss) | |
| 10,350 | | |
| (6,721 | ) | |
| 2,124 | | |
| (9,447 | ) |
Total comprehensive income (loss) | |
| (18,478 | ) | |
| (107,900 | ) | |
| (12,805 | ) | |
| (37,384 | ) |
Total comprehensive income (loss) attributable to: | |
| | | |
| | | |
| | | |
| | |
— Shareholders of Evotec SE | |
| (18,478 | ) | |
| (107,900 | ) | |
| (12,805 | ) | |
| (37,384 | ) |
![](https://www.sec.gov/Archives/edgar/data/1412558/000110465923096417/tm2324948d1_ex99-1img001.jpg) |
HALF-YEAR
REPORT 2023 |
|
|
Evotec SE and Subsidiaries
Condensed consolidated interim statement of cash flows for the six months ended 30 June 2023 and 30 June 2022
in k€ | |
Note reference | | |
Six months ended 30 June 2023 | | |
Six months ended 30 June 2022 | |
Cash flow from operating activities: | |
| | | |
| | | |
| | |
— Net income (loss) | |
| | | |
| (28,828 | ) | |
| (101,179 | ) |
— Adjustments to reconcile net income to net cash provided by operating activities | |
| | | |
| 59,695 | | |
| 163,178 | |
— Change in assets and liabilities | |
| | | |
| (36,442 | ) | |
| 178,608 | |
Net cash provided by operating activities | |
| | | |
| (5,575 | ) | |
| 240,607 | |
| |
| | | |
| | | |
| | |
Cash flow from investing activities: | |
| | | |
| | | |
| | |
— Purchase of current investments | |
| | | |
| (19,203 | ) | |
| (161,289 | ) |
— Purchase of investments in associated companies and other long-term investments | |
| | | |
| (4,631 | ) | |
| (59,413 | ) |
— Purchase of property, plant and equipment | |
| | | |
| (104,034 | ) | |
| (81,371 | ) |
— Purchase of convertible loans | |
| | | |
| (4,579 | ) | |
| (2,053 | ) |
— Proceeds from sale of current investments | |
| | | |
| 160,818 | | |
| 97,270 | |
— Dividends received | |
| | | |
| 424 | | |
| - | |
Net cash used in investing activities | |
| | | |
| 28,793 | | |
| (206,857 | ) |
| |
| | | |
| | | |
| | |
Cash flow from financing activities: | |
| | | |
| | | |
| | |
— Proceeds from capital increase | |
| | | |
| - | | |
| 355 | |
— Proceeds from option exercise | |
| | | |
| 233 | | |
| 345 | |
— Proceeds from loans | |
| | | |
| 20,807 | | |
| - | |
— Repayment lease obligation | |
| | | |
| (8,281 | ) | |
| (10,967 | ) |
— Repayment of loans | |
| | | |
| (2,280 | ) | |
| (35,538 | ) |
Net cash provided by (used in) financing activities | |
| | | |
| 10,480 | | |
| (45,805 | ) |
| |
| | | |
| | | |
| | |
Net increase in cash and cash equivalents | |
| | | |
| 34,122 | | |
| (12,055 | ) |
— Exchange rate difference | |
| | | |
| 10,899 | | |
| 9,721 | |
— Cash and cash equivalents at beginning of year | |
| | | |
| 415,155 | | |
| 699,326 | |
Cash and cash equivalents at end of the period | |
| | | |
| 459,752 | | |
| 696,992 | |
![](https://www.sec.gov/Archives/edgar/data/1412558/000110465923096417/tm2324948d1_ex99-1img001.jpg) |
HALF-YEAR
REPORT 2023 |
|
|
Evotec SE and Subsidiaries
Interim consolidated
statement of changes in stockholders’ equity of the six months ended 30 June 2023 and 30 June 2022
| |
Share
capital | | |
| | |
Income
and expense
recognised in other
comprehensive income | | |
| | |
| | |
| |
in k€
except share data | |
Shares | | |
Amount | | |
Additional
paid-in
capital | | |
Foreign
currency
translation | | |
Re-
valuation
reserve | | |
Accumulated
deficit | | |
Stockholders’
equity
attributable to
the
Shareholders
of Evotec SE | | |
Total
stockholders’
equity | |
Balance at 1 January 2022 | |
176,608,195 | | |
176,608 | | |
1,430,136 | | |
(15,691 | ) | |
3,053 | | |
(216,421 | ) | |
1,377,685 | | |
1,377,685 | |
— Capital Increase | |
- | | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
— Exercised stock options | |
344,458 | | |
345 | | |
| | |
- | | |
- | | |
- | | |
345 | | |
345 | |
— Stock option plan | |
- | | |
| | |
4,810 | | |
- | | |
- | | |
- | | |
4,810 | | |
4,810 | |
— Transaction costs | |
- | | |
- | | |
355 | | |
- | | |
- | | |
- | | |
355 | | |
355 | |
— Deferred and current tax on future deductible
expenses | |
- | | |
- | | |
- | | |
- | | |
- | | |
244 | | |
244 | | |
244 | |
Other comprehensive income | |
- | | |
- | | |
- | | |
10,364 | | |
(17,085 | ) | |
- | | |
(6,721 | ) | |
(6,721 | ) |
Net
income (loss) for the period | |
- | | |
- | | |
- | | |
- | | |
- | | |
(101,179 | ) | |
(101,179 | ) | |
(101,179 | ) |
Total comprehensive income
(loss) | |
- | | |
- | | |
- | | |
10,364 | | |
(17,085 | ) | |
(101,179 | ) | |
(107,900 | ) | |
(107,900 | ) |
Balance at 30 June 2022 | |
176,952,653 | | |
176,953 | | |
1,435,301 | | |
(5,327 | ) | |
(14,032 | ) | |
(317,356 | ) | |
1,275,539 | | |
1,275,539 | |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Balance at 1 January 2023 | |
176,952,653 | | |
176,953 | | |
1,440,010 | | |
(16,289 | ) | |
(21,113 | ) | |
(392,377 | ) | |
1,187,184 | | |
1,187,184 | |
— Capital Increase | |
- | | |
- | | |
- | | |
- | | |
- | | |
- | | |
- | | |
- | |
— Exercised stock options | |
233,091 | | |
233 | | |
(77 | ) | |
- | | |
- | | |
- | | |
156 | | |
156 | |
— Stock option plan | |
- | | |
- | | |
5,425 | | |
- | | |
- | | |
- | | |
5,425 | | |
5,425 | |
— Transaction costs | |
- | | |
- | | |
- | | |
- | | |
- | | |
- | | |
- | | |
- | |
— Deferred and current
tax on future deductible expenses | |
- | | |
- | | |
- | | |
- | | |
- | | |
- | | |
- | | |
- | |
Other comprehensive income | |
- | | |
- | | |
- | | |
4,264 | | |
6,086 | | |
- | | |
10,350 | | |
10,350 | |
Net income (loss) for the
period | |
- | | |
- | | |
- | | |
- | | |
- | | |
(28,828 | ) | |
(28,828 | ) | |
(28,828 | ) |
Total comprehensive income
(loss) | |
- | | |
- | | |
- | | |
4,264 | | |
6,086 | | |
(28,828 | ) | |
(18,478 | ) | |
(18,478 | ) |
Balance at 30 June 2023 | |
177,185,744 | | |
177,186 | | |
1,445,358 | | |
(12,025 | ) | |
(15,027 | ) | |
(421,205 | ) | |
1,174,287 | | |
1,174,287 | |
![](https://www.sec.gov/Archives/edgar/data/1412558/000110465923096417/tm2324948d1_ex99-1img001.jpg) |
HALF-YEAR
REPORT 2023 |
|
|
Notes to the unaudited
Interim condensed consolidated financial statements
1. Corporate information
| 4 | Effective
April 2023, Laetitia Rouxel joins Management Board as Chief Financial Officer |
| 4 | Remediation
of cyber-attack discovered on 06 April 2023 proceeding to plan |
| 4 | Unsecured
loan facility of m€ 150 granted by European Investment Bank to support R&D activities, equity investments and the construction
of the new J.POD Toulouse, France (EU) production facility |
| 4 | Relocation
of Cyprotex US, LLC from Watertown, MA to a new facility in Framingham, MA completed |
| 4 | Annual
General Meeting 2023: Approval of all proposed agenda items |
2. Basis of presentation
The interim condensed consolidated financial statements for the six
months ended June 30, 2023, have been prepared in accordance with IAS 34 Interim Financial Reporting as endorsed in the European
Union. The Group has prepared the interim condensed financial statements on the basis that it will continue to operate as a going concern.
The Group considers that there are no material uncertainties that may cast significant doubt over this assumption. The interim condensed
consolidated financial statements do not include all the information and disclosures required in the annual financial statements and should
be read in conjunction with the Group’s consolidated financial statements and accompanying notes for the year ended 31 December 2022.
All majority-owned subsidiaries of the Company are included in the
interim condensed consolidated financial statements and intercompany transactions have been eliminated in consolidation. The interim condensed
financial statements are presented in Euros, due to rounding, amounts may not add up to totals provided.
3. New standards, interpretations and amendments adopted by the
Group
The accounting policies adopted in the preparation
of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Group’s
annual consolidated financial statement for the year ended 31 December 2022, except for the adoption of new standards effective as
of 1 January 2023. The Group has not early adopted any standard, interpretation or amendment that has been issued but is not yet
effective.
Several amendments apply for the first time in
2023, but do not have a significant impact on the interim condensed consolidated financial statements of the Group:
| 4 | IFRS 17 Insurance Contracts (including
Amendments to IFRS 17 issued in June 2020 and Amendment to IFRS 17 - Initial Application of IFRS 17 and IFRS 9 —
Comparative Information issued in December 2021) |
| 4 | Amendments
to IAS 12 – Deferred Tax related to Assets and Liabilities arising from a Single Transaction |
| 4 | Amendments
to IAS 1 and IFRS Practice Statement 2 – Disclosure of Accounting Policies |
| 4 | Amendments to IAS 8 – Definition of
Accounting Estimates |
4. Segment information
EVT Execute and EVT Innovate have been identified by the
Management Board as operating segments. The segments’ key performance indicators are used monthly by the Management Board to evaluate
the resource allocation as well as Evotec’s performance. Intersegment revenues are valued with a price comparable to other third-party
revenues. The evaluation of each operating segment by the management is performed based on revenues and adjusted EBITDA. For the EVT Innovate
segment, R&D expenses are another key performance indicator.
![](https://www.sec.gov/Archives/edgar/data/1412558/000110465923096417/tm2324948d1_ex99-1img001.jpg) |
HALF-YEAR
REPORT 2023 |
|
|
The segment information for the first six months of 2023 is
as follows:
In k€ | |
EVT
Execute | | |
EVT
Innovate | | |
Intersegment
eliminations | | |
Evotec Group | |
Revenue | |
| 254,150 | | |
| 129,685 | | |
| – | | |
| 383,835 | |
Intersegment revenues | |
| 102,445 | | |
| – | | |
| (102,445 | ) | |
| – | |
Cost of Revenue | |
| (291,383 | ) | |
| (89,538 | ) | |
| 96,646 | | |
| (284,275 | ) |
| |
| | | |
| | | |
| | | |
| | |
Gross profit | |
| 65,213 | | |
| 40,147 | | |
| (5,800 | ) | |
| 99,560 | |
— Research and development | |
| (2,356 | ) | |
| (34,306 | ) | |
| 5,800 | | |
| (30,863 | ) |
— Selling, general and administrative | |
| (67,338 | ) | |
| (20,855 | ) | |
| – | | |
| (88,192 | ) |
— Other operating income (expense) | |
| (20,227 | ) | |
| 15,949 | | |
| – | | |
| (4,278 | ) |
| |
| | | |
| | | |
| | | |
| | |
Operating income (loss) | |
| (24,708 | ) | |
| 934 | | |
| – | | |
| (23,773 | ) |
— Gain (loss) on investment in equity instruments re-evaluation | |
| – | | |
| – | | |
| – | | |
| 5,567 | |
— Share of profit (loss) of associates and Joint ventures | |
| – | | |
| – | | |
| – | | |
| (7,149 | ) |
— Financial income | |
| – | | |
| – | | |
| – | | |
| 5,678 | |
— Financial expense | |
| – | | |
| – | | |
| – | | |
| (5,038 | ) |
— Other non-operating income (expense) | |
| – | | |
| – | | |
| – | | |
| (1,937 | ) |
| |
| | | |
| | | |
| | | |
| | |
Net Income (loss) before taxes | |
| – | | |
| – | | |
| – | | |
| (26,652 | ) |
— Income taxes | |
| – | | |
| – | | |
| – | | |
| (2,175 | ) |
Net income (loss) | |
| – | | |
| – | | |
| – | | |
| (28,828 | ) |
The EBITDA adjusted for the first six months of 2023 is derived from
Net operating income (loss) as follows:
in k€ | |
EVT
Execute | | |
EVT
Innovate | | |
Evotec Group | |
Net operating income (loss) | |
| (24,708 | ) | |
| 934 | | |
| (23,773 | ) |
plus, depreciation of tangible assets | |
| 38,293 | | |
| 2,558 | | |
| 40,851 | |
plus, amortisation of intangible assets | |
| 3,868 | | |
| 34 | | |
| 3,902 | |
plus, impairment of intangible assets | |
| 5,119 | | |
| – | | |
| 5,119 | |
less, change in contingent consideration (earn-out) | |
| – | | |
| – | | |
| – | |
EBITDA Adjusted | |
| 22,572 | | |
| 3,526 | | |
| 26,099 | |
![](https://www.sec.gov/Archives/edgar/data/1412558/000110465923096417/tm2324948d1_ex99-1img001.jpg) |
HALF-YEAR
REPORT 2023 |
|
|
The segment information for the first six months of 2022 is
as follows:
In k€ | |
EVT
Execute | | |
EVT
Innovate | | |
Intersegment
eliminations | | |
Evotec Group | |
Revenue | |
| 258,847 | | |
| 78,028 | | |
| – | | |
| 336,875 | |
Intersegment revenues | |
| 92,142 | | |
| 0 | | |
| (92,142 | ) | |
| 0 | |
Cost of Revenue | |
| (289,752 | ) | |
| (68,324 | ) | |
| 84,391 | | |
| (273,685 | ) |
| |
| | | |
| | | |
| | | |
| | |
Gross profit | |
| 61,237 | | |
| 9,704 | | |
| (7,751 | ) | |
| 63,190 | |
— Research and development | |
| (2,561 | ) | |
| (42,028 | ) | |
| 7,751 | | |
| (36,838 | ) |
— Selling, general and administrative | |
| (54,139 | ) | |
| (13,258 | ) | |
| – | | |
| (67,397 | ) |
— Other operating income (expense) | |
| 15,573 | | |
| 22,165 | | |
| – | | |
| 37,738 | |
| |
| | | |
| | | |
| | | |
| | |
Operating income (loss) | |
| 20,110 | | |
| (23,417 | ) | |
| – | | |
| (3,307 | ) |
— Gain (loss) on investment in equity instruments re-evaluation | |
| – | | |
| – | | |
| – | | |
| (97,718 | ) |
— Share of profit (loss) of associates and Joint ventures | |
| – | | |
| – | | |
| – | | |
| (7,628 | ) |
— Financial income | |
| – | | |
| – | | |
| – | | |
| 2,021 | |
— Financial expense | |
| – | | |
| – | | |
| – | | |
| (7,817 | ) |
— Other non-operating income (expense) | |
| – | | |
| – | | |
| – | | |
| 21,380 | |
| |
| | | |
| | | |
| | | |
| | |
Net Income (loss) before taxes | |
| – | | |
| – | | |
| – | | |
| (93,069 | ) |
— Income taxes | |
| – | | |
| – | | |
| – | | |
| (8,110 | ) |
Net income (loss) | |
| – | | |
| – | | |
| – | | |
| (101,179 | ) |
The EBITDA adjusted for the first six months 2022 is derived from Net
operating income (loss) as follows:
in k€ | |
EVT
Execute | | |
EVT
Innovate | | |
Evotec Group | |
Net operating income (loss) | |
| 20,110 | | |
| (23,417 | ) | |
| (3,307 | ) |
plus, depreciation of tangible assets | |
| 30,554 | | |
| 2,279 | | |
| 32,833 | |
plus, amortisation of intangible assets | |
| 4,800 | | |
| 85 | | |
| 4,885 | |
plus, impairment of intangible assets | |
| – | | |
| 683 | | |
| 683 | |
less change in contingent consideration (earn-out) | |
| 775 | | |
| – | | |
| 775 | |
EBITDA Adjusted | |
| 54,689 | | |
| (21,053 | ) | |
| 33,626 | |
![](https://www.sec.gov/Archives/edgar/data/1412558/000110465923096417/tm2324948d1_ex99-1img001.jpg) |
HALF-YEAR
REPORT 2023 |
|
|
5. Revenues
The following schedule shows a breakdown of the revenue Evotec recognised
for the first six months of 2023:
| |
6 months | |
in k€ | |
EVT
Execute | | |
EVT
Innovate | | |
Total | |
Revenues | |
| | |
| | |
| |
Service fees and FTE-based research payments | |
| 207,641 | | |
| 115,430 | | |
| 359,971 | |
Material Recharges | |
| 14,957 | | |
| 2,774 | | |
| 17,731 | |
Compound access fees | |
| 1,209 | | |
| 665 | | |
| 1,875 | |
Milestone fees | |
| 38,222 | | |
| 2,832 | | |
| 4,154 | |
Licences | |
| 0 | | |
| 105 | | |
| 105 | |
Total | |
| 262,030 | | |
| 121,805 | | |
| 383,835 | |
| |
| | | |
| | | |
| | |
Timing of revenue recognition | |
| | | |
| | | |
| | |
At a certain time | |
| 53,179 | | |
| 5,605 | | |
| 21,884 | |
Over a period of time | |
| 208,851 | | |
| 116,200 | | |
| 361,951 | |
Total | |
| 262,030 | | |
| 121,805 | | |
| 383,835 | |
| |
| | | |
| | | |
| | |
Revenues by region | |
| | | |
| | | |
| | |
USA | |
| 123,320 | | |
| 96,055 | | |
| 219,375 | |
Germany | |
| 6,718 | | |
| 11,463 | | |
| 18,181 | |
France | |
| 13,147 | | |
| 2,902 | | |
| 16,049 | |
United Kingdom | |
| 37,096 | | |
| 3,036 | | |
| 40,132 | |
Rest of the World | |
| 81,749 | | |
| 8,349 | | |
| 90,098 | |
Total | |
| 262,030 | | |
| 121,805 | | |
| 383,835 | |
Included in the revenues are revenues from contribution in the amount
of k€ 4,539 (H1 2022: k€ 5,269).
![](https://www.sec.gov/Archives/edgar/data/1412558/000110465923096417/tm2324948d1_ex99-1img001.jpg) |
HALF-YEAR
REPORT 2023 |
|
|
The following schedule shows a breakdown of the revenue Evotec recognised
for the first six months of 2022:
| |
6 months | |
in k€ | |
EVT
Execute | | |
EVT
Innovate | | |
Total | |
Revenues | |
| | |
| | |
| |
Service fees and FTE-based research payments | |
| 236,717 | | |
| 74,799 | | |
| 311,516 | |
Material Recharges | |
| 18,136 | | |
| 2,491 | | |
| 20,627 | |
Compound access fees | |
| 230 | | |
| 444 | | |
| 674 | |
Milestone fees | |
| 3,764 | | |
| – | | |
| 3,764 | |
Licence | |
| – | | |
| 294 | | |
| 294 | |
Total | |
| 258,847 | | |
| 78,028 | | |
| 336,875 | |
| |
| | | |
| | | |
| | |
Timing of revenue recognition | |
| | | |
| | | |
| | |
At a certain time | |
| 21,900 | | |
| 2,491 | | |
| 24,391 | |
Over a period of time | |
| 236,947 | | |
| 75,537 | | |
| 312,484 | |
Total | |
| 258,847 | | |
| 78,028 | | |
| 336,875 | |
| |
| | | |
| | | |
| | |
Revenues by region | |
| | | |
| | | |
| | |
USA | |
| 130,561 | | |
| 51,490 | | |
| 182,051 | |
Germany | |
| 16,946 | | |
| 12,372 | | |
| 29,318 | |
France | |
| 6,802 | | |
| 6,024 | | |
| 12,826 | |
United Kingdom | |
| 57,420 | | |
| 4,278 | | |
| 61,698 | |
Rest of the World | |
| 47,118 | | |
| 3,864 | | |
| 50,982 | |
Total | |
| 258,847 | | |
| 78,028 | | |
| 336,875 | |
6. Goodwill and other Intangible asset
Goodwill:
Goodwill amounted to k€ 277,490 as of June 30, 2023, versus
k€ 274,819 as of December 31, 2022. The movement during the period was due to the impact of changes in exchange rates.
The Group performs its annual impairment test over goodwill in the
fourth quarter of the fiscal year and when circumstances indicate that the carrying value may be impaired. The Group’s impairment
test for goodwill is based on value-in-use calculations.
The key assumptions used to determine the recoverable amount for the
different cash generating units were disclosed in the Group’s consolidated financial statements for the year ended 31 December 2022.
Based on the analysis of the business performance as of and for the
six months ended 30 June 2023, the Group has not identified any impairment trigger
![](https://www.sec.gov/Archives/edgar/data/1412558/000110465923096417/tm2324948d1_ex99-1img001.jpg) |
HALF-YEAR
REPORT 2023 |
|
|
Long lived intangible assets:
The Group has also reviewed its finite lived intangible assets for
impairment whenever triggering events or changes in circumstances indicate that carrying amount value may not be recoverable. This review
led to the recognition of an impairment loss of k€ 5,119 linked to research and development projects.
7. Equity investments
In the six months ended 30 June 2023, Evotec participated
in a capital contribution of a company accounted for using the equity method. The add-on investment amounts to k€ 935.
in k€ | |
2023 | | |
2022 | |
Balance at 1 Jan | |
| 16,043 | | |
| 13,068 | |
Additions | |
| 935 | | |
| 7,185 | |
Pro rata net result | |
| (5,451 | ) | |
| (7,750 | ) |
Dividends received | |
| (423 | ) | |
| – | |
Balance at 30 June | |
| 11,104 | | |
| 12,503 | |
8. Borrowings
External borrowings increased to k€ 534,147 (2022 k€ 513,761)
mainly to support networking increase and capex investments.
9. Changes in shareholder’s equity and potentially dilutive
instruments
In the six months ended 30 June 2023 227,555 of the 806,500 total
granted Share Performance Awards were given to the members of the Management Board. During the first half of 2023, 233,083 shares were
issued through the exercise of Share Performance Awards which increased stockholder’s equity.
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 depositary 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 number of
restricted share units granted in the six months ended 30 June 2023 totalled 603,161.
10. Financial risk management
The Group’s activities expose it to a variety of financial risks
such as currency risks, interest rate risks, credit risks and liquidity risks. The interim condensed consolidated financial statements
do not include all financial risk management information and disclosures required. Additional disclosures can be found in the “Risks
and uncertainties” section of the management report as of and for the six months ended 30 June 2023. They should be read in
conjunction with the Group’s annual management report as of and for the year ended 31 December 2022. The fair values of
financial assets and liabilities, together with the carrying amounts shown in the balance sheet as of 30 June 2023 and 31 December 2022
are as follows:
There have not been significant changes to the risk management approach
or to risk management policies since 31 December 2022.
![](https://www.sec.gov/Archives/edgar/data/1412558/000110465923096417/tm2324948d1_ex99-1img001.jpg) |
HALF-YEAR
REPORT 2023 |
|
|
Fair value of financial assets and liabilities:
The Group classifies its fair value measurements using a fair value
hierarchy that reflects the significance of the inputs used in making the measurements, The fair value hierarchy has the following levels:
▪ Level 1 – Quoted (unadjusted) prices in active markets
for identical assets or liabilities
▪ Level 2 – Observable inputs other than quoted prices
included within Level 1 that are observable for the assets or liabilities, either directly (i.e., such as prices) or indirectly (i.e..,
derived from prices)
▪ Level 3 – Inputs for the assets or liabilities that
are not based on observable market data
The carrying amounts and fair values of the financial assets and liabilities
as of 30 June 2023 are as follows:
In k€ | |
Carrying amount | | |
Fair value | | |
Level 1 | | |
Level 2 | | |
Level 3 | |
Financial assets | |
| | | |
| | | |
| | | |
| | | |
| | |
Equity instruments | |
| 130,437 | | |
| 130,437 | | |
| 76,466 | | |
| - | | |
| 53,971 | |
Financial assets carried at FVTPL | |
| 130,437 | | |
| 130,437 | | |
| 76,466 | | |
| - | | |
| 53,971 | |
Equity instruments | |
| 10,426 | | |
| 10,426 | | |
| 10,426 | | |
| | | |
| | |
Current financial assets | |
| 161,094 | | |
| 161,094 | | |
| 161,094 | | |
| | | |
| | |
Financial assets carried at FVOCI | |
| 171,519 | | |
| 171,519 | | |
| 171,519 | | |
| | | |
| | |
Derivative financial instruments | |
| 9,086 | | |
| 9,086 | | |
| | | |
| 9,086 | | |
| | |
Financial assets carried at fair value | |
| 9,086 | | |
| 9,086 | | |
| | | |
| 9,086 | | |
| | |
Cash and cash equivalents | |
| 459,752 | | |
| 459,752 | | |
| | | |
| | | |
| | |
Receivables and Contract Assets | |
| 226,710 | | |
| 226,710 | | |
| | | |
| | | |
| | |
Other financial assets | |
| 10,556 | | |
| 10,556 | | |
| | | |
| | | |
| | |
Carried at (amortized) costs | |
| 697,017 | | |
| 697,017 | | |
| | | |
| | | |
| | |
Total financial assets | |
| 1,008,060 | | |
| 1,008,060 | | |
| 247,986 | | |
| 9,086 | | |
| 53,971 | |
In k€ | |
Carrying amount | | |
Fair value | | |
Level 1 | | |
Level 2 | | |
Level 3 | |
Financial liabilities | |
| | | |
| | | |
| | | |
| | | |
| | |
Derivative financial instruments | |
| (2,028 | ) | |
| (2,028 | ) | |
| | | |
| (2,028 | ) | |
| | |
Financial liabilities carried at fair value | |
| (2,028 | ) | |
| (2,028 | ) | |
| | | |
| (2,028 | ) | |
| | |
Payables and Contract Liabilities | |
| (467,210 | ) | |
| (467,210 | ) | |
| | | |
| | | |
| | |
Loans and Borrowings | |
| (348,377 | ) | |
| (308,875 | ) | |
| | | |
| | | |
| | |
Other liabilities | |
| (184,635 | ) | |
| (184,635 | ) | |
| | | |
| | | |
| | |
Carried at (amortized) costs | |
| (1,000,222 | ) | |
| (960,719 | ) | |
| | | |
| | | |
| | |
Total financial assets | |
| (1,002,249 | ) | |
| (962,747 | ) | |
| | | |
| (2,028 | ) | |
| | |
![](https://www.sec.gov/Archives/edgar/data/1412558/000110465923096417/tm2324948d1_ex99-1img001.jpg) |
HALF-YEAR
REPORT 2023 |
|
|
The carrying amounts and fair values of the financial assets and liabilities
as of 31 December 2022 are as follows:
In k€ | |
Carrying amount | | |
Fair value | | |
Level 1 | | |
Level 2 | | |
Level 3 | |
Financial assets | |
| | | |
| | | |
| | | |
| | | |
| | |
Equity instruments | |
| 122,477 | | |
| 122,477 | | |
| 70,133 | | |
| - | | |
| 52,344 | |
Financial assets carried at FVTPL | |
| 122,477 | | |
| 122,477 | | |
| 70,133 | | |
| - | | |
| 52,344 | |
Equity instruments | |
| 8,565 | | |
| 8,565 | | |
| 8,565 | | |
| | | |
| | |
Current financial assets | |
| 303,334 | | |
| 303,334 | | |
| 303,334 | | |
| | | |
| | |
Financial assets carried at FVOCI | |
| 311,899 | | |
| 311,899 | | |
| 311,899 | | |
| | | |
| | |
Derivative financial instruments | |
| 8,215 | | |
| 8,215 | | |
| | | |
| 8,215 | | |
| | |
Financial assets carried at fair value | |
| 8,215 | | |
| 8,215 | | |
| | | |
| 8,215 | | |
| | |
Cash and cash equivalents | |
| 415,155 | | |
| 415,155 | | |
| | | |
| | | |
| | |
Receivables and Contract Assets | |
| 199,169 | | |
| 199,169 | | |
| | | |
| | | |
| | |
Other financial assets | |
| 6,526 | | |
| 6,526 | | |
| | | |
| | | |
| | |
Carried at (amortized) costs | |
| 620,850 | | |
| 620,850 | | |
| | | |
| | | |
| | |
Total financial assets | |
| 1,063,441 | | |
| 1,063,441 | | |
| 382,032 | | |
| 8,215 | | |
| 52,344 | |
In k€ | |
Carrying amount | | |
Fair value | | |
Level 1 | | |
Level 2 | | |
Level 3 | |
Financial liabilities | |
| | | |
| | | |
| | | |
| | | |
| | |
Contingent consideration | |
| (306 | ) | |
| (306 | ) | |
| | | |
| | | |
| (306 | ) |
Financial liabilities carried at FVTPL | |
| (306 | ) | |
| (306 | ) | |
| | | |
| | | |
| (306 | ) |
Derivative financial instruments | |
| (7,358 | ) | |
| (7,358 | ) | |
| | | |
| (7,358 | ) | |
| | |
Financial liabilities carried at fair value | |
| (7,358 | ) | |
| (7,358 | ) | |
| | | |
| (7,358 | ) | |
| | |
Payables and Contract Liabilities | |
| (426,335 | ) | |
| (426,335 | ) | |
| | | |
| | | |
| | |
Loans and Borrowings | |
| (329,851 | ) | |
| (308,130 | ) | |
| | | |
| | | |
| | |
Other liabilities | |
| (177,800 | ) | |
| (177,800 | ) | |
| | | |
| | | |
| | |
Carried at (amortized) costs | |
| (933,986 | ) | |
| (912,265 | ) | |
| | | |
| | | |
| | |
Total financial assets | |
| (941,650 | ) | |
| (919,929 | ) | |
| | | |
| (7,358 | ) | |
| (306 | ) |
![](https://www.sec.gov/Archives/edgar/data/1412558/000110465923096417/tm2324948d1_ex99-1img001.jpg) |
HALF-YEAR
REPORT 2023 |
|
|
There were no changes in the Group’s valuation process, valuation
techniques and types of inputs used in the fair value measurements during the period.
There were no transfers between levels during the six-month period
ended 30 June 2023.
Apart from borrowings, the Group considers the carrying value of the
financial instruments to approximate their fair value.
Currency risk:
Foreign exchange exposure also arises because of inter-company loans
and deposits. When the lending company enters such arrangements, the financing is generally provided in the functional currency of the
subsidiary entity. When such loans would be part of the net investment in the subsidiary, net investment hedging would be applied. Translation
exposure of foreign-currency equity invested in consolidated entities is generally not hedged.
11. Income taxes
Income tax expense amounted to k€ 2,175 for the six
months ended 30 June 2023 compared to k€ 6,110 for the six months ended 30 June 2022. The lower income tax expense
during the six months ended 30 June 2023 versus the prior year is mainly due to decreased budgeted tax rates for France and
Germany and decreased profits in Italy.
12. Related party transactions
Except for the transactions described in Evotec’s Annual Report
2022 Note (32) on page 125, no other material transactions with related parties were entered into in the first six months of 2023.
13. Subsequent events
On 1, July 2023, the Group acquired the remaining 50% of the share
in its Joint Venture Nephtera for a total consideration of k€ 1,650.
![](https://www.sec.gov/Archives/edgar/data/1412558/000110465923096417/tm2324948d1_ex99-1img001.jpg) |
HALF-YEAR
REPORT 2023 |
|
|
III. RESPONSIBILITY STATEMENT
To the best of our knowledge and in accordance with the applicable
reporting principles for interim financial reporting, the Interim Condensed Consolidated Financial Statements give a true and fair view
of the assets, liabilities, financial position and financial results of the Group, and the Group Interim Management Report includes a
fair review of the development and performance of the business and the position of the Group, together with a description of the principal
opportunities and risks associated with the expected development of the Group.
29 August 2023
Dr Werner Lanthaler | |
Dr Cord Dohrmann | |
Dr Matthias Evers |
Chief Executive Officer | |
Chief Scientific Officer | |
Chief Business Officer |
| |
| |
|
Dr Craig Johnstone | |
Laetitia Rouxel | |
|
Chief Operating Officer | |
Chief Financial Officer | |
|
![](https://www.sec.gov/Archives/edgar/data/1412558/000110465923096417/tm2324948d1_ex99-1img001.jpg) |
HALF-YEAR
REPORT 2023 |
|
|
Financial calendar 2023
8 November 2023 |
Quarterly Statement
9M 2023 |
|
15 November 2023 |
Capital Markets Day (Hamburg) |
|
Exhibit 99.2
EVOTEC US RSU PLAN TERMS 2023
EVOTEC SE
U.S. RESTRICTED SHARE
UNIT PLAN
1. Introduction
and Purpose. This U.S. Restricted Share Unit Plan (this “Plan”) was adopted by the Management
Board by resolution dated 14 February 2023. Terms capitalized but not defined shall have the definitions set forth in Section 2.
The purpose of this
Plan is to set forth principles and rules, which govern the grant of Stock-based Awards to eligible employees of the Company and its
Subsidiaries and Joint Ventures, in order to foster a strong performance culture, to reward the best performers, and to align management
and shareholders’ interests in achieving the Company’s financial and other objectives. Evotec believes that this Plan will
also assist in attracting and retaining individuals of outstanding training, experience and ability, and will also ultimately promote
the long-term success of the Company.
2. Definitions.
Unless the context clearly indicates otherwise, the following terms shall have the following meanings:
(a) “ADS”
means an American depositary share representing Stock.
(b) “Award”
means the grant of a right or potential right, as applicable, to a Participant to receive Restricted Share Units under this Plan. An
Award shall be earned and vested only to the extent its terms and conditions are satisfied.
(c) “Award
Agreement” means the written or electronic agreement between Evotec and the Participant that sets forth the applicable terms, conditions,
and limitations with respect to a particular Award, together with any amendments thereto. Each Award Agreement shall be in such form
and shall contain such terms and conditions as determined by the Management Board in its sole discretion.
(d) “Cause”
shall mean, unless otherwise defined in the applicable Award Agreement or an employment agreement between the Participant and the Company
(or any Subsidiary or Joint Venture, as applicable): (i) a Participant engaging (or about to engage) in willful misconduct that
is injurious to the Company or its Subsidiaries or Joint Ventures, (ii) a Participant embezzling or misappropriating funds or property
of the Company or its Subsidiaries or Joint Ventures, or a Participant’s conviction of a felony or the Participant’s entry
of a plea of guilty or nolo contendere to a felony, (iii) a Participant’s willful failure or refusal to substantially
perform his or her duties or responsibilities that continues after being brought to the attention of the Participant, or (iv) a
Participant’s violation of any restrictive covenants entered into between the Participant and the Company (or any Subsidiary or
Joint Venture, as applicable) or the Company’s (or any Subsidiary’s or Joint Venture’s) code of conduct or written
policies or any crime involving a material element of fraud or dishonesty. Any determination of Cause shall be made by the Management
Board in its sole discretion. Any such determination shall be final and binding on a Participant.
(e) “Change
of Control” means an event described in Section 8 hereof.
EVOTEC US RSU PLAN TERMS 2023
(f) “Code”
means the United States Internal Revenue Code of 1986, as amended from time to time. Any reference in this Plan to a specific section
of the Code shall include such section, any valid regulation and other applicable authorities promulgated thereunder, and any comparable
provision of any future legislation amending, supplementing, or superseding such section of the Code.
(g) “Company”
means Evotec (US), Inc., a wholly-owned subsidiary of Evotec, or any successor thereto.
(h) “Evotec”
means Evotec SE, incorporated in and under the laws of Germany, or any successor thereto.
(i) “Exchange
Act” means the United States Securities Exchange Act of 1934, as amended from time to time. Any reference in this Plan to a specific
section of the Exchange Act shall include such section, any valid regulation and other applicable authorities promulgated thereunder,
and any comparable provision of any future legislation amending, supplementing, or superseding such section of the Exchange Act.
(j) “Federal
Arbitration Act” means the United State Federal Arbitration Act, as amended from time to time.
(k) “Joint
Venture” means a joint venture, corporation or partnership, or comparable entity, in which the Company or a Subsidiary has a material
equity interest.
(l) “Management
Board” means the Management Board of Evotec.
(m) “NASDAQ”
means the NASDAQ Stock Market LLC, or any successor thereto.
(n) “Participant”
means (i) an employee of the Company, its Subsidiaries or Joint Ventures or (ii) an individual providing services to the Company
or its Subsidiaries or Joint Ventures, who, in each case (A) has been selected by the Management Board to receive an Award under
this Plan and (B) to the extent required by the Management Board, has executed an Award Agreement.
(o) “Person”
means any individual, entity or group, including any “person” within the meaning of Section 13(d)(3) or 14(d)(2) of
the Exchange Act.
(p) “Plan”
means this Evotec U.S. Restricted Share Unit Plan, as may be amended from time to time, including any and all component plans and programs
established hereunder pursuant to which Awards are granted.
(q) “Restricted
Share Unit” means an Award, designated as a unit, providing a Participant with the right to receive a designated number of shares
of Stock or ADSs or cash in an amount determined as a function of a designated number of shares of Stock at a date on or after, and subject
to, the satisfaction of vesting conditions and such other terms and conditions, as specified by the Management Board in the Award Agreement
in accordance with Section 7 hereof; provided that with respect to any Award that represents the right to receive ADSs, references
to Stock and shares herein shall instead be deemed to refer to ADSs, as applicable.
(r) “Resulting
Entity” has the meaning set forth in Section 8(d)(II) hereof.
EVOTEC US RSU PLAN TERMS 2023
(s) “Section 409A”
means Section 409A of the Code and the United States Department of Treasury regulations and other interpretive guidance issued thereunder.
(t) “Securities
Act of 1933” means the United States Securities Act of 1933, as amended from time to time.
(u) “Stock”
means ordinary shares, no par value per share of Evotec.
(v) “Subsidiary”
or “Subsidiaries” means any corporation or entity of which the Company owns directly or indirectly, at least 50% of the total
voting power or in which it has at least a 50% economic interest, and which is authorized by the Management Board to participate in this
Plan.
(w) “Termination
Event” has the meaning set forth in Section 8 hereof.
(x) “Voting
Stock” has the meaning set forth in Section 8(d)(I) hereof.
3. Administration.
This Plan will be administered by the Management Board. The Management Board shall have the discretionary authority to select those individuals
who are eligible to participate in this Plan, to determine the number, type, and amount of Awards to be granted to Participants, to construe
and interpret this Plan and any Awards granted thereunder, to establish and amend rules for this Plan’s administration, to
change the terms and conditions of Awards at or after grant (subject to the provisions of Section 14 hereof), to correct any defect
or supply any omission or reconcile any inconsistency in this Plan or in any Award granted under this Plan, and to make all other determinations
which it deems necessary or advisable for the administration of this Plan.
The Management Board
may also authorize one or more employees of the Company to select individuals to participate in this Plan and to determine the number
and amount of Awards to be granted to such Participants. Any reference in this Plan to the Management Board shall include such authorized
officer or officers.
The determinations of
the Management Board shall be made in accordance with its judgment as to the best interests of the Company and Evotec and its shareholders
and in accordance with the purposes of this Plan. Any determination of the Management Board under this Plan may be made without notice
or meeting, but must be in a writing signed by all the Management Board members, and shall be final and binding on all interested Persons
to the maximum extent permitted under applicable law.
4. Participants.
The Management Board shall consider all factors that it deems relevant in selecting Participants and in determining the type and
amount of their respective Awards. Designation of a Participant in any year shall not require the Management Board to designate that
individual to receive an Award in any other year, or to receive the same type or amount of Award as granted to the Participant in any
other year, or as granted to any other Participant, in any year.
5. Shares
Available under this Plan. The maximum aggregate number of shares of Stock available for grant pursuant to Awards under this Plan
is up to 2,500,000. The following shares of Stock related to Awards under this Plan may again be available for issuance under this Plan:
(a) any shares of Stock covered by an Award which are settled in cash and (b) any shares of Stock related to Awards that expire,
lapse, are forfeited or cancelled or terminate for any other reason without issuance of shares of Stock. Any shares of Stock retained
by Evotec to comply with applicable income tax or social tax withholding requirements shall be deemed delivered for purposes of this
Plan and will not be deemed to be Stock available for Awards under this Plan.
EVOTEC US RSU PLAN TERMS 2023
All Stock issued under
this Plan may be either authorized and unissued Stock (from a capital increase against contribution in kind) or issued Stock reacquired
by Evotec (including treasury shares). If the Restricted Share Units are to be settled with newly issued Stock from a capital increase
against contribution in kind, Participants may be required to participate in the capital increase in accordance with German law which
may, inter alia, entail entering into a contribution agreement with Evotec and signing a subscription certificate.
The Stock reserved for
issuance and the other limitations set forth above shall be subject to adjustment in accordance with Section 9(a) hereof.
6. Types
of Awards, Payments, and Limitations. Awards shall consist of Restricted Share Units as described in Section 7. Payment of Awards
may be in the form of cash, Stock, or combinations thereof as the Management Board shall determine, and with the expectation that any
Award of Stock shall be styled to preserve such restrictions as it may impose. The Management Board may require the execution of any
such agreement by a Participant. Acceptance of the Award by the applicable Participant shall constitute agreement by the Participant
to the terms and conditions of the Award.
The Management Board
may (but need not) provide that any Awards earn dividends or dividend equivalents and interest on such dividends or dividend equivalents.
Such dividends or dividend equivalents may be paid currently or may be credited to a Participant’s Plan account and are subject
to the same terms and conditions as the underlying Award. Any crediting of dividends or dividend equivalents may be subject to such terms
and conditions as the Management Board may establish, including reinvestment in additional Stock or Stock equivalents.
Awards shall be evidenced
by an Award Agreement that sets forth the terms, conditions and limitations of such Award. Such terms may include, but are not limited
to, the term of the Award, the provisions applicable in the event the Participant’s employment terminates, and the Evotec’s
authority (subject to the provisions of Section 14 hereof) to unilaterally or bilaterally amend, modify, suspend, cancel or rescind
any Award, including, without limitation, the ability to amend such Awards to comply with changes in applicable law. An Award may also
be subject to other provisions (whether or not applicable to similar Awards granted to other Participants) as the Management Board determines
appropriate, including provisions intended to comply with applicable securities laws, stock exchange and other regulatory requirements,
understandings or conditions as to the Participant’s employment, requirements or inducements for continued ownership of Stock after
vesting of Awards, or forfeiture of Awards in the event of termination of employment shortly after vesting, or breach of confidentiality
or other covenants following termination of employment.
7. Restricted
Share Units. Restricted Share Units may be awarded to Participants under such terms and conditions as shall be established by the
Management Board. Restricted Share Units shall be subject to vesting conditions and such other terms and conditions as the Management
Board determines, including, without limitation, any of the following:
EVOTEC US RSU PLAN TERMS 2023
(a) a prohibition
against sale, assignment, transfer, pledge, hypothecation or other encumbrance for a specified period; and
(b) a requirement
that the holder forfeit the Restricted Share Units in the event of termination of employment during the period of restriction.
All restrictions shall
expire and the Award shall vest at such times as the Management Board shall specify in the Award Agreement.
8. Change
of Control.
(a) Unless otherwise
provided in the Award Agreement, or otherwise determined by the Management Board, unless Awards are not assumed, converted or replaced
in connection with a transaction that constitutes a Change of Control (in which case such Awards shall vest immediately prior to the
Change of Control), notwithstanding any other provision of this Plan to the contrary, in the event that the employment of the Participant
is involuntarily terminated by the Company, or the applicable Subsidiary or Joint Venture, (or the applicable successor to such entity)
other than for Cause within a twelve (12) month period following the effective date of a Change of Control (a “Termination
Event”):
(i) all Restricted
Share Units shall be considered to be earned and vested and payable in full, and such Awards shall be settled in cash or shares, or in
any combination thereof, as determined by the Management Board in its discretion, as promptly as practicable (but in no event later than
60 days following the Termination Event); and
(ii) subject to
the terms of this Plan, the Management Board may also make additional adjustments and/or settlements of outstanding Awards as it deems
appropriate and consistent with this Plan’s purposes and applicable law.
(b) In the event
of a Change of Control, the Management Board may in its discretion and upon at least ten (10) days’ advance notice to the
affected Participants, cancel any outstanding Awards and pay to the holders thereof, in cash or shares, or any combination thereof, the
value of such Awards based upon the price per share received or to be received by other shareholders of Evotec in the event.
(c) Notwithstanding
the foregoing, if any Award is subject to Section 409A, this Section 8 shall be applicable only to the extent specifically
provided in the Award Agreement and in accordance with Section 409A.
(d) To the extent
the effect of a Change of Control on any Award granted under this Plan is not otherwise addressed in this Section 8 or the applicable
Award Agreement, the Management Board may, in its sole discretion, as to any such Award, take any one or more of the following actions:
(i) provide for the acceleration of any time periods relating to the vesting or realization of any such Award so that such Award
may be realized in full on or before a date fixed by the Management Board; (ii) provide for the purchase of any such Award; (iii) make
such adjustment to any such Award then outstanding as the Management Board deems appropriate to reflect such Change of Control; (iv) cause
any such Award then outstanding to be assumed, or new rights substituted therefor, by the successor company (or a subsidiary or affiliate
of such successor company, as applicable) after such Change of Control; or (v) take any other action with respect to such Award
as the Management Board may determine is appropriate, in its sole discretion.
EVOTEC US RSU PLAN TERMS 2023
For purposes of this
Plan, the term “Change of Control” shall mean:
(I) the acquisition
by any individual, entity or group, including any Person, of beneficial ownership (as defined in Rule 13d-3 promulgated under the
Exchange Act), directly or indirectly, of more than 50% of the combined voting power of the then outstanding capital stock of Evotec
that by its terms may be voted on all matters submitted to shareholders of Evotec generally (“Voting Stock”); provided,
however, that the following acquisitions shall not constitute a Change of Control: (i) any acquisition directly from Evotec (excluding
any acquisition resulting from the exercise of a conversion or exchange privilege in respect of outstanding convertible or exchangeable
securities unless such outstanding convertible or exchangeable securities were acquired directly from Evotec); (ii) any acquisition
by Evotec; (iii) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by Evotec; or (iv) any
acquisition by any entity pursuant to a reorganization, merger or consolidation involving Evotec, if, immediately after such reorganization,
merger or consolidation, each of the conditions described in clauses (i) and (ii) of subsection (II) below shall be satisfied;
and provided further that, for purposes of clause (ii) above, if (A) any Person (other than Evotec or any employee benefit
plan (or related trust) sponsored or maintained by Evotec) shall become the beneficial owner of more than 50% of the Voting Stock by
reason of an acquisition of Voting Stock by Evotec, and (B) such Person shall, after such acquisition by Evotec, become the beneficial
owner of any additional shares of the Voting Stock and such beneficial ownership is publicly announced, then such additional beneficial
ownership shall constitute a Change of Control; or
(II) the consummation
of a reorganization, merger or consolidation of Evotec, or the sale, lease, exchange or other transfer of all or at least 50% of the
total gross fair market value of all of the assets of Evotec (with the total gross fair market value of the total assets of Evotec and
the assets of Evotec being sold, leased, exchanged, or transferred each determined without regard to any liabilities associated with
such assets), excluding, however, any such reorganization, merger, consolidation, sale, lease, exchange or other transfer with respect
to which, immediately after consummation of such transaction: (i) all or substantially all of the beneficial owners of the Voting
Stock of Evotec outstanding immediately prior to such transaction continue to beneficially own, directly or indirectly (either by remaining
outstanding or by being converted into voting securities of the entity resulting from such transaction), more than 50% of the combined
voting power of the voting securities of the entity resulting from such transaction (including, without limitation, Evotec or an entity
which as a result of such transaction owns Evotec or all or at least 50% of the total gross fair market value of all of the assets of
Evotec (as described in herein), directly or indirectly) (the “Resulting Entity”) outstanding immediately after such transaction,
in substantially the same proportions relative to each other as their ownership immediately prior to such transaction; and (ii) no
Person (other than any Person that beneficially owned, immediately prior to such reorganization, merger, consolidation, sale or other
disposition, directly or indirectly, Voting Stock representing more than 50% of the combined voting power of Evotec’s then outstanding
Voting Stock) beneficially owns, directly or indirectly, more than 50% of the combined voting power of the then outstanding capital stock
of the Resulting Entity; or
(III) upon the
approval of a plan of complete liquidation or dissolution of Evotec.
EVOTEC US RSU PLAN TERMS 2023
9. Adjustment
Provisions.
(a) In the event
of any change affecting the number, class, market price or terms of the Stock by reason of share dividend, share split, recapitalization,
reorganization, merger, consolidation, spin-off, disaffiliation of a Subsidiary, combination of Stock, exchange of Stock, Stock
rights offering, or other similar event, or any distribution to the holders of Stock other than a regular cash dividend, the Management
Board shall equitably substitute or adjust the number or class of Stock which may be issued under this Plan in the aggregate or to any
one Participant in any calendar year and the number, class, price or terms of shares of Stock subject to outstanding Awards.
(b) In the event
of any merger, consolidation or reorganization of Evotec with or into another corporation which results in the outstanding Stock of Evotec
being converted into or exchanged for different securities, cash or other property, or any combination thereof, there shall be substituted,
on an equitable basis, for each share of Stock then subject to an Award, the number and kind of shares of stock, other securities, cash
or other property to which holders of Stock will be entitled pursuant to the transaction.
10. Substitution
and Assumption of Awards. The Management Board may authorize the issuance of Awards in connection with the assumption of, or substitution
for, outstanding equity awards previously granted to individuals who become employees of the Company or any Subsidiary or Joint Venture
as a result of any merger, consolidation, acquisition of property or stock, or reorganization, upon such terms and conditions as the
Management Board may deem appropriate.
11. Non-transferability.
Absent prior written consent of the Management Board, Awards, and any rights and privileges conferred thereby, shall not be sold, assigned,
transferable, pledge or otherwise encumbered, whether voluntary or involuntarily, other than by will or the laws of descent and distribution.
Upon any attempt to sell, assign, transfer, pledge, or otherwise encumber any Award or of any right or privilege conferred thereby, contrary
to this provision, or upon the sale or levy or any attachment or similar process upon the Award or rights and privileges conferred thereby,
such Award will terminate and become null and void. No right or benefit hereunder shall in any manner be liable for or subject to any
debts, contracts, liabilities or torts of the person entitled to such benefits. In the event of the death of a Participant, payment with
respect to any Award shall be made only to the executor or administrator of the estate of the deceased Participant or to the Person or
Persons to whom the deceased Participant’s rights under the Award shall pass by will or the laws of descent and distribution.
12. Taxes,
withholding & sale of shares. The Company, Subsidiary and/or Joint Venture shall be entitled to deduct and withhold from
the wages, salary, bonus and other income paid by the Company, Subsidiary or Joint Venture any federal, state and cantonal, local and
social or payroll tax, including social security contributions, attributable to any amounts payable or Stock deliverable under this Plan.
The Company may defer making payment or delivery as to any Award, if any such tax is payable, until indemnified to its satisfaction,
and the Company shall have no liability to any Participant for exercising the foregoing right. The Management Board may, in its sole
discretion and subject to such rules as it may adopt, permit or require a Participant to pay all of or a portion of the federal,
state and cantonal, local and social or payroll tax arising in connection with the grant, vesting, or settlement of any Award by having
Evotec withhold shares of Stock.
EVOTEC US RSU PLAN TERMS 2023
13. Duration
of this Plan. No Award shall be made under this Plan more than five (5) years after May 31, 2023; provided, however,
that the terms and conditions applicable to any Award granted on or before such date may thereafter be amended or modified by mutual
agreement between Evotec and the Participant, or such other Person as may then have an interest therein.
14. Amendment
and Termination of Award. The Management Board may amend this Plan from time to time or terminate this Plan at any time. However,
unless expressly provided in an Award Agreement or this Plan, no such action shall reduce the amount of any existing Award or change
the terms and conditions thereof without the Participant’s consent; provided, however, that the Management Board
may amend or terminate an Award to comply with changes in applicable law without a Participant’s consent.
15. Other
Provisions.
(a) The
Management Board may grant Awards to employees or other service providers of the Company, its Subsidiaries and Joint Ventures who reside
or performs services outside the United States. Notwithstanding anything in this Plan to the contrary, the Management Board may, in its
sole discretion: (a) amend or vary the terms of the Awards in order to conform such terms with the requirements of each jurisdiction
where a Subsidiary or Joint Venture is located; (b) amend or vary the terms of this Plan in each jurisdiction where a Subsidiary
or Joint Venture is located as it considers necessary or desirable to take into account or to mitigate or reduce the burden of taxation
and social security contributions for Participants and/or the Subsidiary or Joint Venture; or (c) amend or vary the terms of this
Plan in a jurisdiction where the Subsidiary or Joint Venture is located as it considers necessary or desirable to meet the goals and
objectives of this Plan. The Management Board may where it deems appropriate in its sole discretion, establish one or more sub-plans for
these purposes, and establish administrative rules and procedures to facilitate the operation of this Plan in such jurisdictions.
(b) Neither this
Plan nor any Award shall confer upon a Participant any right with respect to continuing the Participant’s employment or service
with the Company or any of its Subsidiaries or Joint Ventures; nor interfere in any way with the Participant’s right or the Company’s
or a Subsidiary’s or Joint Venture’s right to terminate such relationship at any time, with or without cause, to the extent
permitted by applicable laws and any enforceable agreement between the Participant and the Company or a Subsidiary or Joint Venture,
as applicable.
(c) No fractional
shares of Stock shall be issued or delivered pursuant to this Plan or any Award, and the Management Board, in its discretion, shall determine
whether cash, other securities, or other property shall be paid or transferred in lieu of any fractional shares of Stock, or whether
such fractional shares or any rights thereto shall be canceled, terminated, or otherwise eliminated.
EVOTEC US RSU PLAN TERMS 2023
(d) In the event
any provision of this Plan shall be held to be illegal or invalid for any reason, such illegality or invalidity shall not affect the
remaining parts of this Plan, and this Plan shall be construed and enforced as if such illegal or invalid provisions had never been contained
in this Plan.
(e) Notwithstanding
any provision to the contrary, Evotec shall have no liability to deliver any Award or make any other distribution of benefits under this
Plan unless such delivery or distribution would comply with all applicable laws (including, without limitation, the requirements of the
Securities Act of 1933).
(f) Except as otherwise
provided in any Award Agreement or as expressly set forth herein, a Participant shall have no rights as a shareholder (or American depository
receipt holder) of Evotec until he or she becomes the holder of record of the shares of Stock.
(g) Payments and
other benefits received by a Participant under an Award shall not be deemed a part of a Participant’s compensation for purposes
of determining the Participant’s benefits under any other employee benefit plans or arrangements provided by the Company, a Subsidiary
or a Joint Venture, unless the Management Board expressly provides otherwise in writing or unless expressly provided under such other
plan or arrangement.
16. Governing
Law. Subject to Section 15(a) hereof, this Plan and any actions taken in connection herewith shall be governed by and construed
in accordance with applicable federal law of the United States of America and, to the extent not pre-empted thereby or inconsistent
therewith, the laws of the State of Delaware, United States of America, without regard to any jurisdiction’s conflict of laws principles.
BY ACCEPTING ANY AWARD UNDER THIS PLAN, THE PARTICIPANT EXPRESSLY AND IRREVOCABLY AGREES TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF ANY
FEDERAL OR STATE COURT LOCATED IN WILMINGTON, DELAWARE, UNITED STATES OF AMERICA IN RESPECT OF ANY MATTER RELATING THIS PLAN THAT IS
NOT OTHERWISE ARBITRATED OR RESOLVED IN ACCORDANCE WITH SECTION 21 HEREOF, INCLUDING, WITHOUT LIMITATION, ANY ACTION OR PROCEEDING
TO COMPEL ARBITRATION OR TO ENFORCE AN ARBITRATION AWARD.
17. Arbitration.
Any and every dispute or difference arising under, or in relation to this Plan, including any dispute or difference as to the validity,
meaning or effect hereof, shall be finally settled by arbitration in Wilmington, Delaware, United States of America under the rules of
the Federal Arbitration Act. The arbitration award shall be final and binding and shall deal with the question of the costs of arbitration
and all matters relating thereto. The arbitrator is not empowered to award damages in excess of reasonable actual damages. The dispute
shall be resolved by a single arbitrator appointed by the American Arbitration Association.
18. Unfunded
Plan. Unless otherwise determined by the Management Board, this Plan shall be unfunded and shall not create (or be construed to create)
a trust or a separate fund or funds. This Plan shall not establish a fiduciary relationship between Evotec and any Participant or other
Person. To the extent any Person holds any rights by virtue of an Award under this Plan, such right (unless otherwise determined by the
Management Board) shall be not greater than the right of an unsecured general creditor of Evotec.
EVOTEC US RSU PLAN TERMS 2023
19. Section 409A.
Awards generally are intended to be exempt from Section 409A; provided, however, notwithstanding any contrary provision
of this Plan or any agreement or notice governing any Award, the following provisions shall apply if and to the extent any payment made
pursuant to an Award is subject to (and not exempt from) Section 409A:
(a) Such payment
shall comply with Section 409A and, accordingly, to the maximum extent permitted, this Plan shall be interpreted, and such payment
shall be made under such other conditions determined by the Management Board that cause such payment, to be in compliance with Section 409A.
(b) A termination
of employment shall not be deemed to have occurred for purposes of any provision of this Plan or an Award providing for the payment of
any amounts upon or following a Participant’s termination date unless such termination is also a “separation from service”
within the meaning of Section 409A, applying the default rules thereof.
(c) With respect
to any payment that is otherwise payable upon a Participant’s separation from service, in the event the Participant is a “specified
employee” (as defined in Section 409A), any such payment that would otherwise have been payable in the first six (6) months
following the Participant’s separation from service date will not be paid to the Participant until the date that is six (6) months
and one day following the Participant’s separation from service date (or, if earlier, the Participant’s date of death), with
any such deferred payments being paid in a lump sum; provided that, thereafter, the remainder of any such payments shall be payable in
accordance with the terms of this Plan or the Award Agreement, as the case may be.
(d) Whenever a
payment under this Plan or an Award Agreement specifies a period within which such payment may be made, the actual date of payment within
the specified period shall be within the sole discretion of the Management Board.
(e) In no event
shall any payment under this Plan that constitutes “deferred compensation” for purposes of Section 409A be offset by
any other payment pursuant to this Plan or otherwise.
(f) To the extent
required under Section 409A, (i) any reference herein to the term “Plan” shall mean this Plan and any other plan,
agreement, method, program, or other arrangement, with which this Plan is required to be aggregated under Section 409A, and (ii) any
reference herein to the term “Company” shall mean the Company and all Persons with whom the Company would be considered a
single employer under Section 414(b) or 414(c) of the Code.
In such case, if this
Plan or the terms of an Award Agreement fail to meet the requirements of Section 409A with respect to such Award, then such Award
shall remain in effect and be subject to taxation in accordance with Section 409A and the Management Board may accelerate distribution
or settlement of an Award in accordance with Section 409A. Evotec shall have no liability for any tax imposed on a Participant under
Section 409A, and if any tax is imposed on a Participant, the Participant shall have no recourse against Evotec for payment of any
such tax. Notwithstanding the foregoing, if any modification of an Award causes the Award to be deferred compensation under Section 409A,
the Management Board may rescind such modification in accordance with Section 409A.
EVOTEC US RSU PLAN TERMS 2023
Notwithstanding any
provisions of this Plan, Evotec does not guarantee to any Participant or any other Person with an interest in an Award that any Award
intended to be exempt from Section 409A shall be so exempt, nor that any Award intended to comply with Section 409A shall so
comply.
20. Successors
and Assigns. This Plan shall be binding on Evotec and all Participants and their respective heirs, executors, agents, trustees, administrators,
successors and assigns.
21. Gender,
Singular, Plural, Captions. Where the context of this Plan permits, words in the masculine gender shall include the feminine gender,
the plural form of a word shall include the singular form, and the singular form of a word shall include the plural form. In addition,
the captions of the Sections of this Plan are for convenience only and shall not control or affect the meaning or construction of any
of its provisions.
22. Effective
Date and Applicability. This Plan became effective as of May 31, 2023, as adopted by the Management Board by written resolution,
and the provisions contained herein shall apply with respect to any and all Awards granted on or after such date.
23. Headings.
The headings of sections herein are included solely for convenience and shall not affect the meaning of any of the provisions of this
Plan.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY
LEFT BLANK]
Exhibit 99.3
EVOTEC US RSU PLAN AWARD AGREEMENT
EVOTEC SE
U.S. RESTRICTED SHARE UNIT PLAN AWARD AGREEMENT
This U.S. Restricted Share Unit Award Agreement
(this “Agreement”) is entered into, effective as of 15 June 2023 (the “Grant Date”), by and between Evotec
(the “Company”) and you (the “Participant”) pursuant and subject to the Evotec SE U.S. Restricted Share Unit
Plan, as it may be amended from time to time (the “Plan”), as approved by the Management Board of Evotec (the “Management
Board”). The Participant and Evotec agree to take such further action as may reasonably be necessary to carry out the intent of
this Agreement. All capitalized terms not defined in this Agreement shall have the meaning stated in the Plan. If there is any inconsistency
or conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control and govern unless this
Agreement expressly states that an exception to the Plan is being made.
This Agreement and the Award described herein
are effective as of the Grant Date but shall be canceled if the Participant fails to accept the Award by signing the Agreement and returning
the Agreement to their local HR department.
| 1. | Grant of Restricted Share Units.
Pursuant to the Plan and subject to the terms and conditions of this Agreement and the
Plan (which is incorporated herein by reference), Evotec hereby grants to the Participant
a number of Restricted Share Units (the “Units”) as set forth in Annex A
of this Agreement. The vesting of the Units shall be pursuant to and in accordance with Annex
A of this Agreement and is subject to the achievement or satisfaction of the following
condition and Sections 2 and 3 of this Agreement: |
| (a) | the Participant’s continuous active
employment with the Company |
A Unit constitutes a promise of Evotec
to deliver (or cause to be delivered) to the Participant, subject to the terms, conditions and restrictions of this Agreement and the
Plan, one ordinary share, no par value per share of Evotec on the Settlement Date (as defined in Section 2) as provided herein (individually,
each a “Share” and collectively, the “Shares”) or, in the Management Board’s sole discretion, the cash
equivalent of the Fair Market Value (as defined below) of one Share on the Settlement Date (the “Cash Amount”) or ADSs with
equivalent Fair Market Value as the Fair Market Value of one Share on the Settlement Date (and in the case of Awards with respect ADSs,
references herein to Shares or stock herein shall be deemed instead to refer to ADSs, as applicable). “Fair Market Value”
means a price that is based on the opening selling price, closing selling price, actual high, low, or average of the actual high and
low selling price, or average selling prices (weighted or unweighted based on the volume of trading) of a Shares or ADS reported on the
NASDAQ, or such other established securities market on the applicable date, the trading day immediately preceding the applicable date,
the trading day next succeeding the applicable date, or during a specified period before or after the applicable date, all as determined
by the Management Board in its sole discretion, or such other price as required by applicable law or regulation.
EVOTEC US RSU PLAN AWARD AGREEMENT
| 2. | Date and Conditions of Vesting. The
Units are subject to forfeiture until they vest unless the Management Board decides to define
regulations that allow for accelerated vesting. Upon vesting, each Unit will be settled by
issuance of one Share, free of any restrictions (other than the restrictions on transfer
provided herein), or the Cash Amount. Issuance of the Shares or Cash Amount shall be made
as soon as administratively feasible after the Management Board certifies the Participant’s
satisfaction of the conditions to vesting set forth in Section 1, but in no event later
than March 15th of the year following the applicable vesting date (the date of settlement,
the “Settlement Date”), subject to any delay of the Settlement Date if the calculation
of the amount of the payment is not administratively practicable due to events beyond the
control of Evotec to the extent permitted by Section 409A (described in Section 13(a) below);
provided that: |
| (a) | If one of the following events occurs
prior to the applicable Settlement Date but after the applicable vesting date prescribed
in Section 1 and Annex A: the Participant’s death, Total Disability (as
defined in Section 2(b)), approved leave of absence, then the Participant shall be deemed
to be an employee of the Company for purposes of Section 2 at the Settlement Date (and
any portion of the Award that does not vest and settle on the Settlement Date will be forfeited). |
| (b) | “Total Disability” means,
as determined in good faith by the Company, the permanent inability of the Participant, as
a result of accident or sickness, to perform such Participant’s occupation or employment
for which the Participant is suited by reason of the Participant’s previous training,
education and experience and which results in the termination of the Participant’s
employment. |
| (c) | In
case of the (early) retirement of
the Participant during the Vesting Period, all granted Awards shall vest according to the
vesting schedule as defined in Annex A of this agreement. |
| 3. | Forfeiture of Award. Unless otherwise
determined by the Management Board in its sole discretion, all outstanding Units shall be
forfeited upon the date: |
| (a) | The Management Board determines, in its
sole discretion, that the vesting conditions set forth in Section 1 are not met; or |
| (b) | The Participant’s employment with
the Company is terminated for any reason (other than as provided in Section 2(a)) prior
to the Settlement Date; or |
| (c) | The Participant violates the confidentiality
provision in Section 11 or, as a result of an action by the Participant, it is determined
that any term of this Agreement is invalid. |
| 4. | Adjustments. If any change is
made to the outstanding Shares or the capital structure of Evotec, the Units will be adjusted
as contemplated by Section 8 of the Plan. |
| 5. | Change of Control. In the event
of a Change of Control, awards will be treated in accordance with Section 7 of the Plan. |
EVOTEC US RSU PLAN AWARD AGREEMENT
| 6. | Withholding for Taxes. Regardless
of any action the Company or, if different, the Participant’s employer takes with respect
to any or all income tax (including U.S. federal, state and local taxes or non-U.S. taxes),
social insurance, payroll tax, fringe benefit, payment on account or other tax-related withholding,
to the extent applicable to the Participant (“Tax-Related Items”), the Participant
acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant
is and remains the Participant’s responsibility and that the Company and the Participant’s
employer (a) make no representations or undertakings regarding the treatment of any
Tax-Related Items in connection with any aspect of the Units, including the grant of the
Units, the vesting of the Units, the subsequent issuance or sale of any Shares acquired pursuant
to the Units and the receipt of any dividends or dividend equivalents, and (b) do not
commit to structure the terms of the grant or any aspect of the Units to reduce or eliminate
the Participant’s liability for Tax-Related Items. To the extent that the grant of
the Units, the vesting of the Units, the receipt of any dividends or dividend equivalents,
or the delivery of the Shares with respect to any Units earned hereunder results in a withholding
obligation for Tax-Related Items prior to the delivery of Shares or the Cash Amount hereunder,
the Company or the Participant’s employer, in its sole discretion, may withhold from
the Shares or the Cash Amount or other form of remuneration payable to the Participant to
satisfy its withholding obligations required by applicable law or regulations. In the event
the withholding requirements are not satisfied through the withholding of Shares or the Cash
Amount or other form of remuneration payable to the Participant, no Shares or Cash Amount
will be issued to the Participant (or the Participant’s estate) upon vesting of the
Units unless and until satisfactory arrangements have been made by the Participant with respect
to the payment of any Tax-Related Items that the Company determines, in its sole discretion,
must be withheld or collected with respect to such Units. If the Participant is subject to
taxation in more than one jurisdiction, the Participant acknowledges that the Company or
the Participant’s employer (or former employer, if applicable) may be required to withhold
or account for Tax- Related Items in more than one jurisdiction. All other Tax-Related Items
related to the Units or the Cash Amount and any Shares or Cash Amount delivered in payment
thereof are the Participant’s sole responsibility. Evotec may refuse to issue or deliver
Shares, the Cash Amount or proceeds from the sale of Shares until arrangements satisfactory
to Evotec have been made in connection with the Tax-Related Items. |
| 7. | Rights as Stockholder. The Participant
shall have no rights as a stockholder with respect to the Shares underlying the Units granted
under this Award unless and until the Units vest and are settled by the issuance of such
Shares. |
| 8. | Employment. Neither the granting
of the Units nor any term or provision of this Agreement shall constitute or be evidence
of any understanding, express or implied, on the part of the Company or any of its Subsidiaries
to guarantee (a) the Participant’s continued employment with the Company or any
of its Subsidiaries, or (b) the Participant’s continued participation in the Plan
in future years, or (c) the Participant’s entitlement to any other Plan award
or other type of incentive compensation. |
EVOTEC US RSU PLAN AWARD AGREEMENT
| (a) | Absent prior written consent of the Management
Board or except as otherwise provided in the Plan, the Award granted hereunder to the Participant
may not be sold, assigned, transferred, pledged or otherwise encumbered, whether voluntarily
or involuntarily, by operation of law or otherwise; provided, however, that
the transfer of any Shares awarded and vested hereunder shall not be restricted by virtue
of this Agreement. |
| (b) | Consistent with the foregoing, no right
or benefit under this Agreement shall be subject to transfer, anticipation, alienation, sale,
assignment, pledge, encumbrance or charge, whether voluntary or involuntary, by operation
of law or otherwise, and any attempt to transfer, anticipate, alienate, sell, assign, pledge,
encumber or charge the same shall be null and void. No right or benefit hereunder shall in
any manner be liable for or subject to any debts, contracts, liabilities or torts of the
person entitled to such benefits. |
| 10. | Compliance with Securities Laws.
Evotec will not be required to deliver any Shares or Cash Amount pursuant to this Agreement,
if, in the opinion of counsel for Evotec, such issuance would violate applicable securities
laws or stock exchange and other regulatory requirements. Prior to the issuance of any Shares
or Cash Amount pursuant to this Agreement, Evotec may require that the Participant (or the
Participant’s beneficiary or legal representative upon the Participants’ death
or Total Disability, as applicable) enter into such written representations, warranties and
agreements as Evotec may reasonably request in order to comply with applicable laws or with
this Agreement. |
| 11. | Confidentiality. The Participant
will not, without the prior written consent of Evotec, use, divulge, disclose or make accessible
to any other person, firm, partnership, corporation or other entity, any information regarding
the terms or conditions of this Agreement or the Units, except to share such information
with the Participant’s family members and financial and legal advisors, who will be
under an obligation to keep the terms and conditions of this Agreement and the Units confidential.
Notwithstanding anything to the contrary in this Agreement or otherwise, nothing shall limit
the Participant’s rights under applicable law to provide truthful information to any
governmental entity or to file a charge with or participate in an investigation conducted
by any governmental entity. Notwithstanding the foregoing, the Participant agrees to waive
the Participant’s right to recover monetary damages in connection with any charge,
complaint or lawsuit filed by the Participant or anyone else on the Participant’s behalf
(whether involving a governmental entity or not); provided that the Participant is not agreeing
to waive, and this Agreement shall not be read as requiring the Participant to waive, any
right the Participant may have to receive an award for information provided to any governmental
entity. The Participant is hereby notified that the immunity provisions in Section 1833
of Title 18 of the United States Code provide that an individual cannot be held criminally
or civilly liable under any federal or state trade secret law for any disclosure of a trade
secret that is made (1) in confidence to federal, state or local government officials,
either directly or indirectly, or to an attorney, and is solely for the purpose of reporting
or investigating a suspected violation of the law, (2) under seal in a complaint or
other document filed in a lawsuit or other proceeding, or (3) to the Participant’s
attorney in connection with a lawsuit for retaliation for reporting a suspected violation
of law (and the trade secret may be used in the court proceedings for such lawsuit) as long
as any document containing the trade secret is filed under seal and the trade secret is not
disclosed except pursuant to court order. |
EVOTEC US RSU PLAN AWARD AGREEMENT
| 12. | Amendment. This Agreement may
be amended by the Management Board at any time, provided that, except as otherwise provided
in the Plan, no such amendment, without the written consent of the Participant, shall adversely
affect the rights of the Participant granted hereunder. |
| (a) | Compliance with Section 409A.
This Agreement and the Award are intended to be exempt from Section 409A (unless duly
deferred in accordance with Section 5 hereof), and this Agreement will be administered
to give effect to such intent (and if the Award or Agreement is determined to be subject
to Section 409A, it will be administered and maintained to comply with Section 409A).
It is the intention of Evotec and the Participant that this Agreement not result in unfavorable
tax consequences under Section 409A, and shall be interpreted and administered to give
effect to that intent. Accordingly, the Participant consents to any amendment of this Agreement
as Evotec may reasonably make in furtherance of such intention, and Evotec shall promptly
provide, or make available to, the Participant a copy of such amendment. Any such amendment
shall be made in a manner that preserves to the maximum extent possible the intended benefits
to the Participant. This Section 16(a) does not create an obligation on the part
of Evotec to modify this Agreement and does not guarantee that the amounts or benefits owed
under the Agreement will not be subject to interest and penalties under Section 409A. |
| (b) | Headings. The headings in this
Agreement are inserted for convenience only and shall have no significance in the interpretation
of this Agreement. |
| (c) | Entire Agreement. This Agreement,
Annex A, which is attached hereto and shall be deemed to be a part of this Agreement,
the Plan, and any and all other attachments hereto, contain the entire agreement between
the parties with respect to the transactions contemplated hereunder and supersede any prior
arrangements or understandings with respect thereto, written or oral. No agreements or representations,
oral or otherwise, express or implied, with respect to the subject matter hereof have been
made by either party which are not set forth expressly in this Agreement, including the Plan,
and any and all attachments hereto. |
| (d) | Successors and Assigns. Evotec
may assign any of its rights under this Agreement. This Agreement will be binding upon and
inure to the benefit of the successors and assigns of Evotec. Subject to the restrictions
on transfer set forth herein, this Agreement will be binding upon the Participant and the
Participant’s beneficiaries, executors, administrators and the person(s) to whom
the Units may be transferred by will or the laws of descent and distribution. |
EVOTEC US RSU PLAN AWARD AGREEMENT
| (e) | Governing Law. This Agreement shall
be governed by and construed in accordance with the laws of the State of Delaware, United
States of America, without regard to the conflicts of law principles of any jurisdiction,
except to the extent federal law may be applicable. |
| (f) | CONSENT TO JURISDICTION. BY
ACCEPTING THIS AWARD, THE PARTICIPANT EXPRESSLY AND IRREVOCABLY AGREES TO SUBMIT TO THE EXCLUSIVE
JURISDICTION OF ANY FEDERAL OR STATE COURT LOCATED IN WILMINGTON, DELAWARE, UNITED STATES
OF AMERICA IN RESPECT OF ANY MATTER HEREUNDER. This includes any action or proceeding
to compel arbitration or to enforce an arbitration award. |
| (g) | Interpretation. Any dispute regarding
the interpretation of this Agreement shall be submitted by the Participant or Evotec to the
Management Board for review. The resolution of such dispute by the Management Board shall
be final and binding on the Participant and Evotec. |
| (h) | No Right to Future Grants. The
grant of the Units is voluntary and does not create any contractual or other right to receive
future grants of Units, or benefits in lieu of Units, even if Units have been granted repeatedly
in the past. All decisions with respect to future grants, if any, will be at the sole discretion
of the Management Board. The Units are not part of normal or expected compensation or salary
for any purposes, including, but not limited to, calculating any severance, resignation,
termination, redundancy, end of service payments, bonuses, long-service awards, pension or
retirement benefits or similar payments. The future value of the underlying Shares is unknown
and cannot be predicted with certainty. No claim or entitlement to compensation or damages
arises from forfeiture or termination of the Units or diminution in value of the Units or
the underlying Shares or Cash Amount and the Participant irrevocably releases the Management
Board, Evotec and/or its Subsidiaries (and their respective directors and officers) from
any such claim that may arise. The Plan is established voluntarily by Evotec, it is discretionary
in nature and it may be modified, suspended or terminated by Evotec at any time, as provided
in the Plan. The Participant’s participation in the Plan is voluntary. Any amendment,
modification, or termination of the Plan shall not constitute a change or impairment of the
terms and conditions of the Participant’s employment with the Company and/or its Subsidiaries. |
EVOTEC US RSU PLAN AWARD AGREEMENT
| (i) | Insider Trading; Market Abuse Laws;
Capital Markets Laws. By participating in the Plan, the Participant agrees to comply
with Evotec’s policy on insider trading (to the extent that it is applicable to the
Participant). The Participant further acknowledges that, depending on the Participant’s
or his or her broker’s country of residence or where the Shares are listed, the Participant
may be subject to insider trading restrictions and/or market abuse laws that may affect the
Participant’s ability to accept, acquire, sell or otherwise dispose of Shares, rights
to Shares (e.g., Units) or rights linked to the value of Shares, during such times the Participant
is considered to have “inside information” regarding Evotec as defined by the
laws or regulations in the Participant’s country. Local insider trading laws and regulations
may prohibit the cancellation or amendment of orders the Participant places before he or
she possessed inside information. Furthermore, the Participant could be prohibited from (i) disclosing
the inside information to any third party (other than on a “need to know” basis)
and (ii) “tipping” third parties or causing them otherwise to buy or sell
securities. The Participant understands that third parties include fellow employees. The
Participant further acknowledges that the Participant may be subject to insider trading restrictions
and/or market abuse laws and further capital markets law restrictions and obligations applicable
in the Federal Republic of Germany. Any restriction under these laws or regulations are separate
from and in addition to any restrictions that may be imposed under any applicable Company
insider trading policy. The Participant acknowledges that it is the Participant’s responsibility
to comply with any applicable restrictions, and that the Participant should therefore consult
the Participant’s personal advisor on this matter. |
| (j) | Severability. If any clause,
or portion of a clause, in this Agreement is considered invalid under an applicable rule of
law, it shall be regarded as stricken while the remainder of this Agreement shall continue
to be in full effect. |
| (k) | Appendix. Notwithstanding any provision
in this Agreement, the Units shall be subject to any special terms and conditions set forth
in any appendix to this Agreement for the Participant’s country. Moreover, if the Participant
relocates to one of the countries included in the appendix, the special terms and conditions
for such country will apply to the Participant, to the extent the Company determines that
the application of such terms and conditions is necessary or advisable for legal and administrative
reasons. Any appendix will constitute part of this Agreement. |
| (l) | Employee Data Privacy. Pursuant
to applicable Personal Data (defined below) protection laws, the Company and, if different,
the Participant’s employer hereby notify the Participant of the following in relation
to Personal Data and the collection, processing and transfer in electronic or other form
of such Personal Data in relation to the grant of Units and participation in the Plan. The
collection, processing and transfer of Personal Data is necessary for the legitimate purpose
of the Company’s and the Participant’s employer’s administration of the
Plan and the Participant’s participation in the Plan, and the Participant’s denial
and/or objection to the collection, processing and transfer of Personal Data may affect his
or her participation in the Plan. The Participant voluntarily acknowledges the collection,
use, processing and transfer of Personal Data as described herein. |
EVOTEC US RSU PLAN AWARD AGREEMENT
The Company and the Participant’s
employer hold certain personally identifiable information about the Participant, including specifically name, home address, e-mail address
and telephone number, date of birth, social insurance number, passport number or other identification number, salary, nationality, job
title, any Units or any other entitlement to shares awarded, vested, unvested or outstanding in the Participant’s favor, for the
purpose of managing and administering the Plan (“Personal Data”). The Personal Data may be provided by the Participant or
collected, where lawful, from third parties, and the Company and the Participant’s employer each act as controller of the Personal
Data and will process the Personal Data in this context for the exclusive legitimate purpose of implementing, administering and managing
participation in the Plan and meeting related legal obligations associated with these actions.
The Data processing will take place through
electronic and non-electronic means according to logics and procedures correlated to the purposes for which the Personal Data was collected
and with confidentiality and security provisions as set forth by applicable laws and regulations. Personal Data will be accessible within
the Company’s organization only by those persons requiring access for purposes of the implementation, administration and operation
of the Plan and other aspects of the employment relationship and for participation in the Plan.
The Company and the Participant’s
employer will transfer Personal Data amongst themselves as necessary for the purpose of implementation, administration and management
of participation in the Plan, and the Company and the employer may each further transfer Personal Data to any third parties assisting
the Company or the employer in the implementation, administration and management of the Plan. These recipients may be located in the
European Economic Area, or elsewhere throughout the world, such as the United States. By accepting this Award, the Participant understands
that these recipients may receive, possess, use, retain and transfer the Personal Data, in electronic or other form, for purposes of
implementing, administering and managing participation in the Plan, including any requisite transfer of such Personal Data as may be
required for the administration of the Plan and/or the subsequent holding of shares on my behalf to a broker or other third party with
whom the Participant may elect to deposit any shares acquired pursuant to the Plan. When transferring Personal Data to these potential
recipients, the Company and the Participant’s employer provide appropriate safeguards in accordance with the European Union Standard
Contractual Clauses, the EU-U.S. Privacy Shield Framework, or other legally binding and permissible arrangements. The Participant understands
that he/she may, at any time, request a list with the names and addresses of any potential recipients of the Personal Data, view Personal
Data, request additional information about the storage and processing of Personal Data, and require any necessary amendments to Personal
Data, by using the means indicated in the general Company’s Employee privacy notice.
EVOTEC US RSU PLAN AWARD AGREEMENT
To the extent provided by law, the Participant
may, at any time, have the right to request: access to Personal Data, rectification of Personal Data, erasure of Personal Data, restriction
of processing of Personal Data, and portability of Personal Data. The Participant may also have the right to object, on grounds related
to a particular situation, to the processing of Personal Data, as well as opt-out of the Plan herein, in any case without cost, by contacting
in writing the Company’s Human Resources Department. The provision of Personal Data is a contractual requirement. The Participant
understands, however, that the only consequence of refusing to provide Personal Data is that the Company and the Participant’s
employer may not be able to grant Units or other equity awards or administer or maintain such awards. For more information on the consequences
of a refusal to provide Personal Data, the Participant understands that he or she may contact the Company’s Human Resources Department.
When the Company and the Participant’s
employer no longer need to use Personal Data for the purposes above or do not need to retain it for compliance with any legal or regulatory
purpose, each will take reasonable steps to remove Personal Data from its systems and/or records containing the Personal Data and/or
take steps to properly anonymize it so that the Participant can no longer be identified from it.
| 14. | Electronic Delivery. Evotec
may, in its sole discretion, deliver any documents related to the Units awarded under this
Agreement or the Plan by electronic means or request the Participant’s consent to participate
in the administration of this Agreement and the Plan by electronic means. The Participant
hereby consents to receive such documents by electronic delivery and agrees to participate
in the Plan through an on-line or electronic system established and maintained by Evotec
or another third party designated by Evotec. |
| 15. | Acknowledgments. By accepting
this Agreement, the Participant hereby acknowledges that he/she has received and reviewed
a copy of the following documents: |
| a. | The Annex A outlining the number
of each Awards per grant and the then applicable design criteria |
The Participant acknowledges that there may be
tax consequences upon the vesting or settlement of the Units or disposition of the underlying Shares or Cash Amount and that the Participant
has been advised to consult a tax advisor prior to such vesting, settlement or disposition.
| 16. | Electronic Signature.
The Participant acknowledges and agrees that by signing this Agreement with an electronic or written signature this will constitute the
Participant’s acceptance of and agreement with all of the terms and conditions of the Units, as set forth in the Agreement, Annex
A and the Plan. |
(Signature page follows)
EVOTEC US RSU PLAN AWARD AGREEMENT
IN WITNESS WHEREOF, this Agreement has been executed by Evotec effective
as of the date first above written. The Participant’s signature constitutes the Participant’s acceptance of this Agreement
and its terms.
EVOTEC SE.
The Participant hereby confirms the Participant’s
agreement with the Plan terms and this Agreement
EVOTEC US RSU PLAN AWARD AGREEMENT
Annex A
VESTING OF RESTRICTED SHARE UNITS AWARD
Pursuant to the Plan and subject to the terms
and conditions of the Agreement and the Plan, Evotec hereby grants to the Participant an Award of [ ] Units.
Except as otherwise provided in Section 3
of the Agreement, the following conditions must be achieved for vesting of the Award (or any portion thereof):
| 1. | The Participant’s continuous active
employment with the Company |
The Units granted pursuant to this Agreement will vest in six (6) equal
installments on each of the following dates (each is a “Vesting Period”):
To
the extent the foregoing continuous employment criteria conditions are not achieved, the Units shall not be earned, vested, or payable
under this Agreement.
EVOTEC US RSU PLAN AWARD AGREEMENT
SCHEDULE 1
EVOTEC ENTITIES WORLDWIDE
Germany
Göttingen
Evotec International GmbH
Manfred Eigen Campus
Marie-Curie-Straße 7
37079 Göttingen
Germany
T +49.551.50558-0
Halle
Evotec DS Germany GmbH
Kantstraße 2
33790 Halle (Westfalen)
Germany
T +49.5201.6613-0
Hamburg
Evotec SE
Manfred Eigen Campus
Essener Bogen 7
22419 Hamburg
Germany
T +49.40.56081-0
Evotec International GmbH
Manfred Eigen Campus
Essener Bogen 7
22419 Hamburg
Germany
T +49.40.56081-0
Köln
Evotec International GmbH
Gebäude S20
Nattermannallee 1
50829 Köln
Germany
T +49.221.998818-0
EVOTEC US RSU PLAN AWARD AGREEMENT
München
Evotec (München) GmbH
Anna-Sigmund-Straße 5
82061 Neuried
Germany
T +49.89.4524465-0
Austria
Orth an der Donau
Evotec GT GmbH
Uferstrasse 15
2304 Orth an der Donau
Austria
T +43 221.23200
France
Lyon
Evotec ID (Lyon) SAS
40 Avenue Tony Garnier
69007 Lyon
France
T +33.437.668.400
Toulouse
Evotec (France) SAS
Campus Curie
195, route d‘Espagne
31036 Toulouse CEDEX
France
T +33.534.63 22-00
Just-Evotec Biologics EU SAS
Campus Curie
195, route d’Espagne
31036 Toulouse CEDEX
France
T +33.534.653739
EVOTEC US RSU PLAN AWARD AGREEMENT
Italy
Modena
Evotec (Modena) Srl
Via Maestri del Lavoro, n.4
41036 Medolla (MO)
Italy
T +39.0535.1876172
Verona
Aptuit (Verona) Srl
Via Alessandro Fleming 4
37135 Verona
Italy
T +39.045.8218111
Singapore
Evotec Asia Pte. Ltd.
70 Shenton Way
#1102
Eon Shenton
Singapore 079118
Singapore
United Kingdom
Abingdon
Evotec (UK) Ltd.
Dorothy Crowfoot Hodgkin Campus
114 Innovation Drive
Milton Park, Abingdon
Oxfordshire OX14 4RZ
United Kingdom
T +44.1235.861561
Aptuit (Oxford) Ltd.
Dorothy Crowfoot Hodgkin Campus
111 Innovation Drive
Milton Park, Abingdon
Oxfordshire OX14 4RZ
United Kingdom
T +44.1235.433600
EVOTEC US RSU PLAN AWARD AGREEMENT
Aptuit (Potters Bar) Ltd.
Dorothy Crowfoot Hodgkin Campus
111 Innovation Drive
Milton Park, Abingdon
Oxfordshire OX14 4RZ
United Kingdom
T +44.1235.433600
Nether Alderley
Evotec (UK) Ltd.
No. 23F Mereside
Alderley Park
Nether Alderley
Cheshire, SK10 4TG
United Kingdom
T +44.161.8203620
Cyprotex Discovery Ltd.
No. 24 Mereside
Alderley Park
Nether Alderley
Cheshire, SK10 4TG
United Kingdom
T +44.1625.5051-00
USA
Branford
Evotec (US) Inc.
33 Business Park Drive #6
Branford, CT 06405
USA
T +1.650.2281400
Princeton
Evotec (US) Inc.
303B College Road East
Princeton, NJ 08540
USA
T +1.732.3292355
EVOTEC US RSU PLAN AWARD AGREEMENT
Redmond
Just-Evotec Biologics, Inc.
22857 NE Marketplace Drive
Redmond, WA 98053
USA
T +1.206.6515094
Seattle
Just-Evotec Biologics, Inc.
401 Terry Avenue North
Seattle, WA 98109
USA
T +1.206.6515094
Framingham
Cyprotex US, LLC
200 Staples Drive
Framingham, MA 01702
USA
T +1.888.297-7683
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