Evotec’s management focuses on value creation. To that degree, any change-of-control or takeover offer that realises some of the embedded value of the Company for the benefit of current shareholders is carefully analysed with regard to the synergies proposed and the future value creation claimed. A change of control will generally have occurred if, as a result of any takeover, exchange or other transfer, a single shareholder or a group of shareholders acting in concert acquires more than 30% of the outstanding voting rights in Evotec or, if as a result of a merger or reverse merger the shareholders of Evotec from the effective date of such transaction cease to own more than 30% of the outstanding voting shares in the merged entity. Evotec has no specific takeover-defence measures in place.
coMpoSition oF capital Stock, votinG riGhtS and authoriSation to iSSue ShareS
As of 31 December 2011 the share capital of Evotec AG amounted to € 118,315,864.00 and was divided into 118,315,864 non-par value shares. All shares are bearer shares and have the same voting rights. Management is not aware of any restriction of the voting rights or the right to transfer with the following exceptions: (i) A soft lock-up agreement entered into with regard to 6,750,014 Evotec shares issued in the context of the acquisition of DeveloGen AG which expired on 16 February 2011, and (ii) a lock-up agreement entered into with regard to a total of 2,597,403 Evotec shares issued in the context of the acquisition of Kinaxo Biotechnologies GmbH, out of which 991,619 shares were not to be sold before 18 October 2011, while 991,619 shares are locked until 18 April 2012. With these exceptions, no binding lock-up agreements have been made with any shareholder, and neither stock loans, nor pre-emptive stock purchase rights are known to the Company. The Company does not control voting rights of any shares owned by employees. No shareholder holds the right to have representatives on the Company’s Supervisory Board, or is restricted or bound to specific votes at annual shareholder meetings. Existing stock option schemes do not allow for immediate vesting or additional issuance in the case of a takeover offer.
The shareholders have provided the Management Board with the following authorisation to issue new shares or conversion rights: authorised capital: Pursuant to section 5 paragraph 4 of the Articles
of Association of the Company, the Management Board, with the approval of the Supervisory Board, is authorised to increase the Company’s share capital by up to € 23,637,226.00 in one or more tranches by 27 August 2013 by issuing new shares against cash or non-cash consideration. Any shares to be issued on this basis will be subject to the statutory subscription rights of Evotec’s shareholders. With the approval of the Supervisory Board, the Management Board may, however, exclude the pre-emptive rights of its shareholders on one or several occasions under certain, well-defined conditions. conditional capital: As of 31 December 2011, the Company had a conditional capital in the total amount of € 11,669,648.00. This conditional capital shall be used only to the extent that holders of stock options, awarded by Evotec on the basis of the shareholders’ resolutions from 7 June 1999, 26 June 2000, 18 June 2001, 7 June 2005, 30 May 2007, 28 August 2008, or 16 June 2011, respectively exercise their rights to subscribe for new shares of the Company.
Evotec AG has not issued any convertible bonds or option debentures in the last three years and none are currently outstanding.
ShareholdinGS eXceedinG 10% oF votinG riGhtS
On 13 May 2011, Evotec was notified by its shareholder Roland Oetker that he, via ROI Verwaltungsgesellschaft mbH, Königsallee 20, 40212 Düsseldorf, Germany, owned 14.74% of the shares of the Company. The Company is not aware of any other direct or indirect shareholdings in its share capital exceeding 10% of its capital.
Board Structure
The board structure of Evotec is explained in detail in the section “Legal structure and Supervision” on page 30 of this Management Report. Pursuant to section 6 of the Company’s Articles of Association, the Management Board shall consist of one or more members who are appointed and dismissed by the Supervisory Board pursuant to section 84 paragraph 1 of the German Stock Corporation Act (Aktiengesetz).
authoriSation oF ManaGeMent to repurchaSe Stock
As of 31 December 2011, the Company is authorised by two resolutions of the 2011 annual shareholder meeting to acquire own shares with a computed proportion of the share capital totalling up to € 1,000,000.00 and € 10,818,613.00 respectively. Together with other own shares, which are in the possession of the Company or are attributable to the Company pursuant to section 71a and following of the German Stock Corporation Act (AkG), the own shares acquired on the basis of these authorisations may at no time exceed 10% of the Company’s current share capital. Acquisitions for the purpose of trading with own shares are excluded. The respective authorisations are effective until 15 May 2016.
aMendMent to the coMpany’S articleS oF aSSociation / appointMent oF
ManaGeMent Board
Any amendment to the Company’s Articles of Association requires a shareholder resolution. According to sections 133 and 179 of the German Stock Corporation Act (AktG) and section 15 of the Articles, the shareholder resolution amending the Company’s Articles of Association requires an affirmative vote of at least three quarters of the Company’s share capital present in a general shareholders’ meeting. Appointment and dismissal of the members of the Management Board are governed by sections 84 and 85 of the German Stock Corporation Act (AktG).
chanGe-oF-control proviSionS
The Management Board of Evotec AG has only customary rights in case of a change-of-control. The contracts of the members of the Management Board contain a change-of-control clause which would allow management to terminate their current contracts in the event of a change of control. In case members of the Management Board make use of their right to terminate their contracts in the event of a change of control, they are entitled to severance payments determined as follows: For Dr Werner Lanthaler, the severance payment shall be equal to 24 months of base salary, for Dr Mario Polywka, the payment shall be equal to 18 months of base salary; and for Colin Bond and Dr Cord Dohrmann, each, the payment shall be equal to 12 months base salary plus bonus. In no case, shall the respective severance payment be higher than the total compensation due for the remaining term of the respective Management Board member’s contract. The remuneration of the Management Board is reported in more detail in Note 35e to the Consolidated Financial Statements and in the “Remuneration Report” on page 52 of this Management Report.
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EvotEc – AnnuAl REpoRt 2011