Annual General Meeting 2023

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 2022 OF THE MORPHOSYS GROUP

Annual Report 2022 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 2022 OF MORPHOSYS AG

Financial Statements 2022 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 2023 financial year and as the auditor for the review of the half-year financial report as of June 30, 2023, pursuant to section 115 para. 5 of the German Securities Trading Act (Wertpapierhandelsgesetz [WpHG]).

 

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

Biography George Golumbeski, Ph.D.

Biography Michael Brosnan

 

WRITTEN REPORT OF THE MANAGEMENT BOARD ON AGENDA ITEMS 6 & 7

Written report of the Management Board on Agenda Item 6

Written report of the Management Board on Agenda Item 7

 

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 2022.

Remuneration Report 2022

 

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 2022

 

CORPORATE GOVERNANCE ROADSHOW

Presentation for the Corporate Governance Roadshow 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 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 65,980 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 34,165,963.

 

COUNTERMOTIONS AND ELECTION PROPOSALS

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

 

AGM SPEECH AND PRESENTATION

Report of the Management Board at AGM 2023

Presentation AGM 2023

 

VOTING RESULTS AGM 2023

Voting results AGM 2023
 

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@better-orange.de.

AGENDA

• Resolution on the approval of the actions of the members of the Management Board for the fiscal year 2022
• Resolution on the approval of the actions of the members of the Supervisory Board for the fiscal year 2022
• Resolution on the election of the auditor for the financial year 2023
• Resolution on the election of members of the Supervisory Board
• Resolution on the cancellation of Authorized Capital 2021-I and the creation of a new Authorized Capital 2023-I with the option to exclude statutory subscription rights; amendment to the Articles of Association
• Resolution on the cancellation of Authorized Capital 2021-II and the creation of a new Authorized Capital 2023-II with the option to exclude statutory subscription rights; amendment to the Articles of Association
• Resolution on the reduction of the Conditional Capital 2016-III, on the reduction of the Authorized Capital 2019-I as well as on the reduction of the Authorized Capital 2021-III; amendments to the Articles of Association
• Resolution on the Approval of the Remuneration Report for the financial year 2022
• Resolution on amendments to the Articles of Association with regard to the authorization to hold a virtual Annual General Meeting and with regard to the virtual participation of Supervisory Board members in an Annual General Meeting

 

When	Topic
April 04, 2023	Publication of the invitation to the virtual Annual General Meeting 2023 including agenda in the German Federal Gazette
April 16, 2023, 24:00 hours (midnight) CEST	End date for requests to supplement the agenda
April 26, 2023, 00:00 hours (beginning of the day) CEST	Record Date
May 02, 2023, 24:00 hours (midnight) CEST	End date for countermotions and election proposals
May 10, 2023, 24:00 hours (midnight) CEST	End date for registration to attend the Annual General Meeting
May 11, 2023 24:00 hours (midnight) CEST	End date for submission of comments
May 12, 2023 24:00 hours (midnight) CEST	End date for publication of  submitted comments on the Company's website
May 13, 2023, 24:00 hours (midnight) CEST	End date for submission of questions by the shareholders
May 15, 2023, until 24:00 hours (midnight) CEST	Publication of questions and answers on the AGM website
May 17, 2023, 14:00 hours CEST	Virtual Annual General Meeting
May 18, 2023	Publication of voting results on the internet