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Annual General Meeting 2017

The Annual General Meeting 2017 of MorphoSys AG takes place on Wednesday, May 17, 2017, at 10:00 a.m. at the Conference Centre Munich, Hanns-Seidel-Stiftung, Lazarettstraße 33, 80636 Munich.

Domestic shareholders will receive all documents for the Annual General Meeting at their custodian bank. Foreign shareholders, in particular those who administer their shares at a bank based abroad, should contact their bank or directly the Company at an early stage to receive the respective documents.
 

Information and documents
for the Annual General Meeting

 

Invitation to the Annual General Meeting 2017

(including agenda, as well as the written reports of the Management Board in reference to Agenda Item 5 and to Agenda Item 6 pursuant to section 203 para. 2 sentence 2 in conjunction with section 186 para. 4 sentence 2 of the German Stock Corporation Act (Aktiengesetz [AktG]); published in the Federal Gazette "Bundesanzeiger" on March 30, 2017)

 

Annotation to agenda item 1, which does not require a resolution

Agenda item 1 does not require a resolution by the Annual General Meeting since the annual financial statements and the consolidated financial statements have already been approved by the Supervisory Board; the financial statements are thereby adopted. The presented documents are provided to inform the Annual General Meeting about the past fiscal year and the situation of the Group as well as the Company.

 

 

Annual Report 2016 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 289 para. 4 and section 315 para. 4 of the German Commercial Code (Handelsgesetzbuch [HGB]))

 

Financial Statements 2016 of MorphoSys AG

(German GAAP – HGB incl. Management Report, explanatory report of the Management Board on disclosures pursuant to section 289 para. 4 and section 315 para. 4 of the German Commercial Code (Handelsgesetzbuch [HGB]))

 

Information on Agenda Item 4: Resolution on the appointment of the auditor

PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Munich, Germany, has been the auditor of MorphoSys AG and the Group since the 2011 financial year  (1 January 2011 – 31 December 2011). With the audit of the 2014 financial year, Mr. Dietmar Eglauer became the senior statutory auditor for the first time. In accordance with the recommendation of the Supervisory Board’s Audit Committee, the Supervisory Board proposes the appointment of PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Munich, as the auditor of MorphoSys AG’s financial statements and consolidated financial statements for the 2017 financial year and the audit review of the half-year financial report as of June 30, 2017 pursuant to section 37w para. 5 of the German Securities Trading Act (Wertpapierhandelsgesetz [WpHG]).

Information on Agenda Item 7: Resumes of the proposed Supervisory Board candidates

 

 

Articles of Association of MorphoSys AG

 

Further information and forms

Countermotions and election proposals

Currently there are no countermotions and election proposals from shareholders.

 

 

AGM 2017 Speech and Presentation

Will be provided after the Annual General Meeting.

 

 

Voting results

Will be provided after the Annual General Meeting.

Agenda

1. Presentation of the adopted financial statements and the approved consolidated financial statements as of December 31, 2016; the management reports, including the report of the Supervisory Board for the 2016 financial year; and the Management Board’s explanatory report regarding the disclosures pursuant to sections 289 para. 4 and 315 para. 4 of the German Commercial Code (Handelsgesetzbuch [HGB])
2. Resolution on the discharge of Management Board members for the 2016 financial year
3. Resolution on the discharge of Supervisory Board members for the 2016 financial year
4. Resolution on the appointment of the auditor for the 2017 financial year
5. Resolution on the creation of a new Authorized Capital 2017-I with the option to exclude statutory subscription rights; amendment to the Articles of Association
6. Resolution on the cancelation of Authorized Capital 2015-I and the creation of new Authorized Capital 2017-II with the option to exclude statutory subscription rights; amendment to the Articles of Association
7. Resolution on the election of Supervisory Board members

 

Dates concerning the
Annual General Meeting

March 30, 2017 Publication of the invitation to the Annual General Meeting 2017
including agenda in the German Federal Gazette
April 16, 2017,
24:00 hours (midnight) CEST
End date for requests to supplement the agenda
April 26, 2017,
00:00 hours (beginning of the day) CEST
Record Date
May 2, 2017,
24:00 hours (midnight) CEST
End date for countermotions and election proposals
May 10, 2017,
24:00 hours (midnight) CEST
End date for registration to attend the Annual General Meeting
May 17, 2017,
10:00 hours CEST
Annual General Meeting
May 18, 2017 Publication of voting results on the internet (expected date)

 

Total number of shares and voting rights
at the time of convening the AGM

At the time of notification of this Annual General Meeting, the Company’s share capital consisted of 29,159,770 no-par-value bearer shares. Each share is entitled to one vote. At the time of notification of the Annual General Meeting, the Company held treasury stock in the amount of 386,505 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 notification of the Annual General Meeting amounted to 28,773,265 shares.

Broadcast of AGM

All shareholders of MorphoSys AG and the interested public can view a video broadcast of the Management Board's speech (in German) at the 2017 AGM on May 17, 2017, from 10 a.m CEST.

 

The link to the webcast will be provided in time.

 

 

 

AGM Archive

Annual General Meeting 2016

The Annual General Meeting 2016 of MorphoSys AG took place on June 2, 2016 in Munich.

Annual General Meeting 2015

The Annual General Meeting 2015 of MorphoSys AG took place on 8 May 2015 in the Conference Centre Munich.

Annual General Meeting 2014

The Annual General Meeting 2014 of MorphoSys AG took place on 23 May 2014 in the Conference Centre Munich.

Annual General Meeting 2013

The Annual General Meeting 2013 of MorphoSys AG took place on June 4, 2013 at the Conference Centre Munich.

Annual General Meeting 2012

The Annual General Meeting 2012 of MorphoSys AG took place on May 31, 2012 at the Conference Centre Munich.

Annual General Meeting 2011

The Annual General Meeting 2011 of MorphoSys AG took place on May 19, 2011 at the Conference Centre Munich.

Annual General Meeting 2010

The Annual General Meeting 2010 of MorphoSys AG took place on May 21, 2010 in Munich.