Annual General Meeting 2021

The virtual ordinary Annual General Meeting 2021 of MorphoSys AG took place on Wednesday, May 19, 2021.

Documents for the virtual ordinary Annual General Meeting

INVITATION TO THE ANNUAL GENERAL MEETING 2021

Invitation to the Annual General Meeting 2021 (convenience translation)

pdf | 1.04 MB
Invitation to the Annual General Meeting 2021 (original version in German)

pdf | 3.16 MB

ANNOTATION TO AGENDA ITEM 1, WHICH DOES NOT REQUIRE A RESOLUTION

The Supervisory Board has approved the annual financial statements and consolidated financial statements prepared by the Management Board; the annual financial statements are thus adopted. No resolution is therefore required on this agenda item.

ANNUAL REPORT 2020 OF THE MORPHOSYS GROUP

Annual Report 2020 of the MorphoSys Group (PDF, 5.68 MB)

(incl. Consolidated Financial Statements, Group Management Report, Supervisory Board Report and explanatory report by the Management Board on disclosures pursuant to section 289a and section 315a of the German Commercial Code (Handelsgesetzbuch [HGB])

FINANCIAL STATEMENTS 2020 OF MORPHOSYS AG

Financial Statements 2020 of MorphoSys AG (PDF, 2.19 MB)

(German GAAP – HGB incl. Management Report, explanatory report of the Management Board on disclosures pursuant to section 289a and section 315a of the German Commercial Code (Handelsgesetzbuch [HGB])

REPORT OF THE SUPERVISORY BOARD

Report of the Supervisory Board (PDF, 204.19 KB)

INFORMATION ON AGENDA ITEM 4: RESOLUTION ON THE APPOINTMENT OF THE AUDITOR

Pursuant to the Audit Reform Act and the requirements for the external and internal rotation of the auditor, in 2020, the Audit Committee carried out a public invitation to tender for the audit of the 2021 annual financial statements and half-year report and, as a result, made a corresponding recommendation to the Supervisory Board.

Based on the above, at the recommendation of its Audit Committee, the Supervisory Board proposes that PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Munich, be elected as auditor of the annual financial statements and consolidated financial statements for the 2021 financial year and as the auditor for the review of the half-year financial report as of June 30, 2021, pursuant to section 115 para. 5 of the German Securities Trading Act (Wertpapierhandelsgesetz [WpHG]).

Tender of Audit Services of MorphoSys AG for the financial year 2021 (PDF, 191.38 KB)

INFORMATION ON AGENDA ITEM 6: BIOGRAPHY OF THE PROPOSED SUPERVISORY BOARD CANDIDATES

Biography Dr. Marc Cluzel (PDF, 117.99 KB)
Biography Krisja Vermeylen (PDF, 120.86 KB)
Biography Sharon Curran (PDF, 117.63 KB)

TOTAL NUMBER OF SHARES AND VOTING RIGHTS

At the time of convening the Annual General Meeting, the Company's share capital consisted of 32,890,046 no-par value bearer shares. Each share grants one vote. At the time of convening the Annual General Meeting, the Company held 131,414 treasury shares. These shares do not convey any rights to the Company. The total number of shares bearing participation and voting rights at the time of convening the Annual General Meeting was 32,758,632.

COUNTERMOTIONS AND ELECTION PROPOSALS

No countermotions and election proposals from shareholders were presented.

AGM SPEECH AND PRESENTATION

AGM 2021 Speech (PDF, 282.44 KB)
AGM 2021 Presentation (PDF, 1.7 MB)

VOTING RESULTS

View the outcome of votes during the 2021 Annual Stockholder Meeting, attended by 61.98% of the statutory capital of MorphoSys AG, including the votes cast by postal voting.

AGM 2021 Voting results (PDF, 172.47 KB)

Agenda

Presentation of the adopted financial statements and the approved consolidated financial statements as of December 31, 2020; the management reports, including the report of the Supervisory Board for the 2020 financial year; and the Management Board’s explanatory report regarding the disclosures pursuant to Sections 289a and 315a of the German Commercial Code (Handelsgesetzbuch [HGB])
Resolution on the discharge of Management Board members for the 2020 financial year
Resolution on the discharge of Supervisory Board members for the 2020 financial year
Resolution on the appointment of the auditor for the 2021 financial year
Resolution on the election of Supervisory Board members
Resolution on the cancellation of Authorized Capital 2018-I and the creation of a new Authorized Capital 2021-I with the option to exclude statutory subscription rights; amendment to the Articles of Association
Resolution on the cancellation of Authorized Capital 2020-I and the creation of a new Authorized Capital 2021-II with the option to exclude statutory subscription rights; amendment to the Articles of Association
Resolution on the creation of an Authorized Capial 2021-III under exclusion of subscriptionrights for the purpose of serving "Restricted Stock Units" to be issued to senior managers and employees of MorphoSys US Inc. under the "Restricted Stock Unit Program 2021" of the Company; amendment to the Articles of Association
Resolution on the cancellation of Conditional Capital 2008-III, the reduction of Conditional Capital 2016-I and the reduction of Conditional Capital 2016-III; amendments to the Articles of Association
Resolution on the creation of a new Conditional Capital 2021-I and the authorization of the Management Board to issue convertible bonds/bonds with warrants with the option to exclude subscription rights; amendment to the Articles of Association
Resolution on the approval of the remuneration system for members of the Management Board
Resolution on the remuneration of the members of the Supervisory Board
Resolution on further amendments to the Articles of Association

Dates concerning the virtual Annual General Meeting

When	Topic
April 07, 2021	Publication of the invitation to the virtual Annual General Meeting 2020 including agenda in the German Federal Gazette
April 18, 2021, 24:00 hours (midnight) CEST	End date for requests to supplement the agenda
April 28, 2021, 00:00 hours (beginning of the day) CEST	Record Date
May 04, 2021, 24:00 hours (midnight) CEST	End date for countermotions and election proposals
May 12, 2021, 24:00 hours (midnight) CEST	End date for registration to attend the Annual General Meeting
May 17, 2021, 24:00 hours (midnight) CEST	End date for submission of questions by the shareholders
May 19, 2021, 14:00 hours CEST	Virtual Annual General Meeting
May 20, 2021	Publication of voting results on the internet