Annual General Meeting 2020

The virtual Annual General Meeting 2020 of MorphoSys AG takes place on Wednesday, May 27, 2020, at 2:00 pm (CEST).

Domestic shareholders will receive all documents for the Annual General Meeting from 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. Registered holders of American Depositary Shares (ADSs) receive the information and documents relating to the Annual General Meeting from the Bank of New York Mellon.

 

Information and Documents for the virtual Annual General Meeting

Invitation to the Annual General Meeting 2020

 

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

The Supervisory Board has approved the financial statements and consolidated financial statements as prepared by the Management Board; the financial statements are thereby adopted. For this reason, this agenda item does not require a shareholders’ resolution. 

 

 

Annual Report 2019 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 para. 1 and section 315a para. 1 of the German Commercial Code (Handelsgesetzbuch [HGB])

 

Financial Statements 2019 of MorphoSys AG

(German GAAP – HGB incl. Management Report, explanatory report of the Management Board on disclosures pursuant to section 289a para. 1 and section 315a para. 1 of the German Commercial Code (Handelsgesetzbuch [HGB])

 

Report of the Supervisory Board

 

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

In accordance with the recommendation of the Supervisory Board’s Audit Committee, the Supervisory Board proposes that PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Munich, be re-appointed as auditor of the annual financial statements and consolidated financial statements for the 2020 financial year and as auditor for the review of the half-year financial report as of 30 June 2020 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 candidates

Written report of the Management Board on Agenda Item 10 & 11

 

Articles of Association of MorphoSys AG

DECLARATION OF CONFORMITY WITH THE GERMAN CORPORATE GOVERNANCE CODE

 

Further information

Further Forms

 

Total number of shares and voting rights

At the time of notification of this Annual General Meeting, the Company’s share capital consisted of 32,890,046 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 225,800 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 32,664,246 shares.

 

Countermotions and election proposals

Currently there are no countermotions and election proposals from shareholders.

 

AGM 2020 Speech and Presentation

Will be made available to you in due course.

 

Voting results

Will be made available to you presumably on May 28, 2020.

Agenda

1. Presentation of the adopted financial statements and the approved consolidated financial statements as of December 31, 2019; the management reports, including the report of the Supervisory Board for the 2019 financial year; and the Management Board’s explanatory report regarding the disclosures pursuant to Sections 289a (1) and 315a (1) of the German Commercial Code (Handelsgesetzbuch [HGB])
2. Resolution on the discharge of Management Board members for the 2019 financial year
3. Resolution on the discharge of Supervisory Board members for the 2019 financial year
4. Resolution on the appointment of the auditor for the 2020 financial year
5. Resolution on the reduction of the number of Supervisory Board members; amendment to the Articles of Association
6. Resolution on the election of Supervisory Board members
7. Resolution on an additional amendment to the Articles of Association with regard to the prerequisites for participation in the Annual General Meeting
8. Resolution on a further amendment to the Articles of Association with regard to conducting the Annual General Meeting 
9. Resolution on the adjustment of Supervisory Board remuneration
10. Resolution on the cancellation of Authorized Capital 2017-I and the creation of new Authorized Capital 2020-I with the option to exclude statutory subscription rights; changes in the Articles of Association
11. Resolution on the creation of Conditional Capital 2020-I and the authorization to grant subscription rights to members of the Management Board of MorphoSys AG, members of the executive management bodies of affiliated companies in Germany and abroad and selected employees of MorphoSys AG and affiliated companies in Germany and abroad (Stock Option Plan 2020); amendment of the Articles of Association

 

Dates concerning the virtual Annual General Meeting

April 20, 2020 Publication of the invitation to the virtual Annual General Meeting 2020
including agenda in the German Federal Gazette
April 26, 2020,
24:00 hours (midnight) CEST
End date for requests to supplement the agenda
May 6, 2020,
00:00 hours (midnight) CEST
Record Date
May 12, 2020,
24:00 hours (midnight) CEST
End date for countermotions and election proposals
May 20, 2020,
24:00 hours (midnight) CEST
End date for registration to attend the Annual General Meeting
May 25, 2020,
24:00 hours (midnight) CEST
End date for submission of questions by the shareholders
May 27, 2020,
14:00 hours CEST
Virtual Annual General Meeting
May 28, 2020 Publication of voting results on the internet (expected date)

 

Web service and transmission of the virtual AGM in picture and sound

In view of the continuing COVID-19 pandemic, the ordinary Annual General Meeting on May 27, 2020, will be conducted in accordance with the Act on the measures in corporate, cooperative, association, foundation and residential property law to reduce the effects of the COVID 19 pandemic (C-19 AuswBekG) as a virtual general meeting without the physical presence of shareholders or their proxies, but instead with the option of participating by electronic means (attendance).

The shareholders and their proxies (with the exception of the Company’s proxies) will therefore not be able to physically attend the Annual General Meeting. They can, however, follow the entire Annual General Meeting via video and audio transmission via the password-protected web service (link provided below); this video and audio transmission does not allow participation in the Annual General Meeting within the meaning of Section 118 para. 1 sentence 2 AktG and no electronic participation within the meaning of Section 1 para. sentence 1 no. 2, alternative 2 C-19 AuswBekG.

From May 6, 2020 you can find the password-protected web service here. Duly registered shareholders will be sent individual access data, enabling them to use this service.

Via this password-protected web service, duly registered shareholders (and their proxies, if applicable) can, among other things, visually and audibly follow the Annual General Meeting, exercise their voting rights, grant proxies, submit questions and register objections in accordance with the procedures provided for this purpose. In order to use the password-protected web service, shareholders must log in with their individual access data received after registration and proof of share ownership. Further information on prerequisites for participating in the Annual General Meeting and exercising shareholder rights can be found in the invitation to the Annual General Meeting.

 

Information for shareholders on data protection

AGM Archive

ANNUAL GENERAL MEETING 2019

The Annual General Meeting 2019 of MorphoSys AG took place on May 22, 2019 in Planegg.

ANNUAL GENERAL MEETING 2018

The Annual General Meeting 2018 of MorphoSys AG took place on May 17, 2018 in Munich.

Annual General Meeting 2017

The Annual General Meeting 2017 of MorphoSys AG took place on May 17, 2017 in Munich.

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 May 8, 2015 in the Conference Centre Munich.

Annual General Meeting 2014

The Annual General Meeting 2014 of MorphoSys AG took place on May 23, 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.