Annual General Meeting 2024

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. Therefore, and in accordance with legal requirements, no resolution is required on this agenda item.

ANNUAL REPORT 2023 OF THE MORPHOSYS GROUP

Annual Report 2023 of the MorphoSys Group

(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 2023 OF MORPHOSYS AG

Financial Statements 2023 of MorphoSys AG

(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

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

On the recommendation of its Audit Committee, the Supervisory Board proposes that KPMG AG Wirtschaftsprüfungsgesellschaft, Munich, be elected as auditors of the financial statements and consolidated financial statements for the financial year 2024 and as auditors for the review of the condensed financial statements and the interim management report for the first half of the financial year 2024.

INFORMATION ON AGENDA ITEM 5: BIOGRAPHIES OF THE PROPOSED SUPERVISORY BOARD CANDIDATES

Biography Heinrich Moisa

Biography Romain Lege

Biography Silke Mainka

Biography Christian Diehl

INFORMATION ON AGENDA ITEM 7: REMUNERATION REPORT

Report on the remuneration awarded and due to each individual or former member of the Management Board and the Supervisory Board in 2023.

Remuneration Report 2023

INFORMATION ON AGENDA ITEM 8:

Resolution on the transfer of the shares of the minority shareholders to Novartis BidCo Germany AG as main shareholder against payment of an adequate cash compensation pursuant to section 62 (5) UmwG in conjunction with sections 327a et. seqq. AktG (merger squeeze-out)

• Draft squeeze-out resolution
• Consolidated annual financial statement and group management report of MorphoSys AG for the financial year 2021
• Consolidated annual financial statement and group management report of MorphoSys AG for the financial year 2022
• Consolidated annual financial statement and group management report of MorphoSys AG for the financial year 2023
• Annual financial statement and management report of MorphoSys AG for the financial year 2021
• Annual financial statement and management report of MorphoSys AG for the financial year 2022
• Annual financial statement and management report of MorphoSys AG for the financial year 2023
• Interim balance sheet of MorphoSys AG as of 30 June 2024
• Written report of Novartis BidCo Germany AG in her capacity as main shareholder of MorphoSys pursuant to section 62 (5) sentence 8 UmwG in conjunction with section 327c (2) sentence 1 AktG  dated 12 July 2024  on the requirements for the transfer of the shares of the minority shareholders of MorphoSys AG to Novartis BidCo Germany AG and to explain and justify the adequacy of the determined cash compensation including its annexes
• Guarantee declaration dated 11 July 2024 issued by Deutsche Bank AG with its registered office in Frankfurt am Main pursuant to section 62 (5) sentence 8 UmwG in conjunction with section 327b (3) AktG
• Audit report dated 12 July 2024 on the audit of the adequacy of the cash compensation, which has been prepared in accordance with section 62 (5) sentence 8 UmwG in conjunction with section 327c (2) sentences 2 to 4, section 293e AktG by the expert auditor, ADKL, selected and appointed by the Regional Court of Munich I (Landgericht München I) in light of the proposed resolution on the transfer of the shares of the minority shareholders of MorphoSys AG to Novartis BidCo Germany AG 
• Merger agreement dated 19 July 2024 between Novartis BidCo Germany AG as acquiring company and MorphoSys AG as transferring company 
• Annual financial statements of Novartis BidCo Germany AG for the (short) financial year 2023
• Interim balance sheet of Novartis BidCo Germany as of 30 June 2024
• Precautionary joint merger report dated 12 July 2024 pursuant to section 8 UmwG by the Management Board of Novartis BidCo Germany AG and the Management Board of MorphoSys AG, including its annexes
• Precautionary audit report dated 12 July 2024 on the audit of the merger agreement between Novartis BidCo Germany AG as acquiring company and MorphoSys AG as transferring company, pursuant to section 60 in conjunction with section 12 UmwG by the expert auditor, ADKL, selected and appointed by the Regional Court of Munich I (Landgericht München I), for both legal entities involved in the merger

ARTICLES OF ASSOCIATION OF MORPHOSYS AG

Articles of Association (convenience translation)

Articles of Association (original version in German)

DECLARATION OF CONFORMITY WITH THE GERMAN CORPORATE GOVERNANCE CODE

Declaration of conformity 2023

FURTHER INFORMATION

Explanation on shareholder rights

FURTHER FORMS

Form for proxy to Company's proxies

Form for proxy to a person of your choice

Form for revocation of proxies

TOTAL NUMBER OF SHARES AND VOTING RIGHTS

At the time of convening this Annual General Meeting, the Company's share capital amounts to EUR 37,716,423 divided into 37,716,423 no-par value bearer shares. Each share grants one vote. At the time of convening the Annual General Meeting, the Company holds 53,685 treasury shares. It is not entitled to any rights from these. The total number of shares with participation and voting rights at the time of convening the Annual General Meeting is therefore 37,662,738.

COUNTERMOTIONS AND ELECTION PROPOSALS

No countermotions and election proposals from shareholders have been presented so far.

ADS HOLDERS

Registered holders of American Depositary Shares (ADSs) may obtain information and documents relating to the General Meeting from The Bank of New York Mellon, P.O. Box 43006, Providence RI 02940-3078, USA or for Overnight Correspondence: BNY Mellon Shareowner Services, 150 Royall St., Suite 101, Canton, MA 02021, USA. If you have any questions, please contact BNY Mellon Shareowner Services (shrrelations@cpushareownerservices.com; phone: +1-201-680-6825 or toll-free from within the U.S.: +1-888-269-2377).
 

CONFIRMATION OF THE COUNTING OF VOTES

Pursuant to section 129 (5) sentence 1 of the German Stock Corporation Act (AktG), the person voting may request confirmation from the company within one month after the day of the general meeting as to whether and how his or her vote was counted. A request to this effect may be sent by e-mail to morphosys@linkmarketservices.eu.

AGENDA

• Presentation of the adopted annual financial statements and the approved consolidated financial statements for the year ended December 31, 2023 together with the management reports including the report of the Supervisory Board for the financial year 2023 and the explanatory report of the Management Board on the disclosures pursuant to sections 289a and 315a of the German Commercial Code (HGB)
• Resolution on the approval of the actions of the members of the Management Board for the financial year 2023
• Resolution on the approval of the actions of the members of the Supervisory Board for the financial year 2023
• Resolution on the election of the auditor for the financial year 2024
• Resolution on the election of members of the Supervisory Board
• Resolution on the reduction of the Supervisory Board to four members and corresponding amendment of the Articles of Association in section 8 (composition, term of office)
• Resolution on the approval of the Remuneration Report 2023
• Resolution on the transfer of the shares of the minority shareholders to Novartis BidCo Germany AG as main shareholder against payment of an adequate cash compensation pursuant to section 62 (5) UmwG in conjunction with sections 327a et. seqq. AktG (merger squeeze-out)