Annual General Meeting 2022
The virtual ordinary Annual General Meeting 2022 of MorphoSys AG took place on Wednesday, May 18, 2022.
Information and Documents for the virtual ordinary Annual General Meeting 2022
INVITATION TO THE ANNUAL GENERAL MEETING 2022
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 2021 OF THE MORPHOSYS GROUP
Annual Report 2021 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 2021 OF MORPHOSYS AG
Financial Statements 2021 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
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 2022 financial year and as the auditor for the review of the half-year financial report as of June 30, 2022, pursuant to section 115 para. 5 of the German Securities Trading Act (Wertpapierhandelsgesetz [WpHG]).
INFORMATION ON AGENDA ITEM 6: BIOGRAPHY OF THE PROPOSED SUPERVISORY BOARD CANDIDATE
WRITTEN REPORT OF THE MANAGEMENT BOARD ON AGENDA ITEM 7
Written report of the Management Board on Agenda Item 7
INFORMATION ON AGENDA ITEM 8: REMUNERATION SYSTEM FOR THE MEMBERS OF THE MANAGEMENT BOARD OF MORPHOSYS AG
The Supervisory Board has revised the remuneration system for the Management Board of MorphoSys AG comprehensively. For the revision, the Remuneration and Nomination Committee considered investor feedback from the Corporate Governance Roadshows in October 2021 and February 2022. The possibility for extraordinary bonus payments to members of the Management Board, which was challenged in the 2021 remuneration system, was removed from the new remuneration system.
The new remuneration system includes more clearly and extensively defined performance criteria for the Short-Term Incentive (STI) and Long-Term Incentive (LTI) compensation of the Management Board members and the integration of non-financial and in particular ESG targets as fixed components of the compensation structure for sustainable and future-oriented action.
Following the transformation into an integrated commercial biopharmaceutical, MorphoSys AG has a strong presence in the U.S. and a focus on the market there. Against this background, the remuneration system is structured to allow the Supervisory Board to consider international compensation practices to ensure that the Company attracts the best and most qualified candidates for a position as a member of the Company's Management Board.
All relevant details on the remuneration system can be found in the AGM invitation under agenda item 8 and in the:
Remuneration system for members of the Management Board of MorphoSys AG
For additional information, please refer to the Corporate Governance Roadshow presentation 2022:
Corporate Governance Roadshow Presentation
INFORMATION ON AGENDA ITEM 9: REMUNERATION REPORT
Report on the remuneration awarded and due to each individual or former member of the Management Board and the Supervisory Board in 2021.
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 2021
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 the Annual General Meeting, the Company's share capital consisted of 34,231,943 no-par value bearer shares. Each share grants one vote. At the time of convening the Annual General Meeting, the Company held 83,154 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 34,148,789.
COUNTERMOTIONS AND ELECTION PROPOSALS
No countermotions and election proposals from shareholders were presented.
AGM SPEECH AND PRESENTATION
Report of the Management Board at AGM 2022
VOTING RESULTS
Results of the outcome of votes of the 2022 Annual General Meeting (Document in German).
Agenda
- Presentation of the adopted financial statements and the approved consolidated financial statements as of December 31, 2021; the management reports, including the report of the Supervisory Board for the 2021 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 2021 financial year
- Resolution on the discharge of Supervisory Board members for the 2021 financial year
- Resolution on the appointment of the auditor for the 2022 financial year
- Resolution on the election of a member of the Supervisory Board
- Resolution on the reduction of the Conditional Capital 2016-III, on the reduction of the Conditional Capital 2020-I and on the reduction of the Authorized Capital 2019-I; Amendments to the Articles of Association
- Resolution on the creation of a new Authorized Capital 2022-I under exclusion of subscription rights for the purpose of servicing "Restricted Stock Units" to be issued to senior managers and employees (including directors and officers) of U.S. subsidiaries of the Company under a "Restricted Stock Unit Program"; Amendment to the Articles of Association
- Resolution on the approval of the remuneration system for the members of the Management Board
- Resolution on the approval of the Remuneration Report for the financial year 2021
Dates concerning the virtual Annual General Meeting
| When | Topic |
| April 06, 2022 | Publication of the invitation to the virtual Annual General Meeting 2022 including agenda in the German Federal Gazette |
| April 17, 2022, 24:00 hours (midnight) CEST |
End date for requests to supplement the agenda |
| April 27, 2022, 00:00 hours (beginning of the day) CEST |
Record Date |
| May 03, 2022, 24:00 hours (midnight) CEST |
End date for countermotions and election proposals |
| May 11, 2022, 24:00 hours (midnight) CEST |
End date for registration to attend the Annual General Meeting |
| May 16, 2022, 24:00 hours (midnight) CEST |
End date for submission of questions by the shareholders |
| May 18, 2022, 14:00 hours CEST |
Virtual Annual General Meeting |
| May 19, 2022 | Publication of voting results on the internet |
