Declaration of Conformity with regard to the German Corporate Governance Code

Declaration of Conformity of the Management and Supervisory Board of MorphoSys AG with regard to the German Corporate Governance Code (“Code”)

The Management Board and the Supervisory Board of MorphoSys AG declare pursuant to Section 161 of the German Stock Corporation Act:

  1. From December 7, 2012, the date of its most recent Declaration of Conformity, MorphoSys AG has complied – with the exceptions described below under item no. 4. – with the recommendations of the “Government Commission on the German Corporate Governance Code” in the Code version dated May 15, 2012.
  2. On May 13, 2013, the “Government Commission on the German Corporate Governance Code” submitted a new version of the Code. MorphoSys AG has also complied – with the exceptions described below under item no. 4. – with the recommendations of this new Code version.
  3. MorphoSys AG will continue to comply – with the exceptions described below under item no. 4. – with the recommendations of the “Government Commission on the German Corporate Governance Code” in the Code version dated May 13, 2013.
  4. Exceptions:
  • The amount of compensation of the Management Board members does not provide for a cap, neither overall nor for individual compensation components (see item 4.2.3 para. 2 sentence 6 of the Code). Against the background of already existing means of the Supervisory Board to cap variable compensation components of the Management Board members as well as the annual allocation of such variable components, the Supervisory Board considers an additional cap relating to the overall and individual compensation components as not necessary.
  • The Supervisory Board has abstained from complying in full with the recommendations of item 5.4.1 para. 2 and para. 3 sentence 1 of the Code. Pursuant to item 5.4.1 para. 2, the Supervisory Board shall specify concrete objectives regarding its composition, which in particular shall stipulate an appropriate degree of female representation. According to item 5.4.1 para. 3 sentence 1, proposals by the Supervisory Board to the competent election bodies shall take these objectives into account. The Supervisory Board has specified concrete objectives regarding its composition and thereby also decided to aim for an adequate representation of women on the Supervisory Board. A concrete quota for female members of the Supervisory Board has not been defined since the individual qualification and not the gender of Supervisory Board candidates shall be the decisive criteria for the composition of the Supervisory Board.

 

Martinsried/Planegg, December 6, 2013
MorphoSys AG

 

For the Management Board:For the Supervisory Board:

Dr. Simon Moroney

Chief Executive Officer

Dr. Gerald Möller

Chairman of the Supervisory Board