Direct link to the password-protected web service
Annual General Meeting 2021
The virtual ordinary Annual General Meeting 2021 of MorphoSys AG will take place on Wednesday, May 19, 2021, at 2:00 pm (CEST).
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 ordinary Annual General Meeting
Invitation to the Annual General Meeting 2021
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 2020 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 2020 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
Information on Agenda Item 4: Resolution on the appointment of the auditor
Pursuant to the Audit Reform Act and the requirements for the external and internal rotation of the auditor, in 2020, the Audit Committee carried out a public invitation to tender for the audit of the 2021 annual financial statements and half-year report and, as a result, made a corresponding recommendation to the Supervisory Board.
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 2021 financial year and as the auditor for the review of the half-year financial report as of June 30, 2021, 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 Items 6, 7, 8 and 10
Remuneration system for the members of the Management Board of MorphoSys AG
Remuneration system for members of the Supervisory Board of morphosys ag
corporate governance roadshow presentation
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 convening the Annual General Meeting, the Company's share capital consisted of 32,890,046 no-par value bearer shares. Each share grants one vote. At the time of convening the Annual General Meeting, the Company held 131,414 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 32,758,632.
Countermotions and election proposals
Currently there are no countermotions and election proposals from shareholders.
AGM Speech and Presentation
Speech and presentation to the AGM will be made available to you here in due course.
Voting results
Voting results will be made available to you presumably on May 20, 2021.
Agenda
| 1. | Presentation of the adopted financial statements and the approved consolidated financial statements as of December 31, 2020; the management reports, including the report of the Supervisory Board for the 2020 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]) |
| 2. | Resolution on the discharge of Management Board members for the 2020 financial year |
| 3. | Resolution on the discharge of Supervisory Board members for the 2020 financial year |
| 4. | Resolution on the appointment of the auditor for the 2021 financial year |
| 5. | Resolution on the election of Supervisory Board members |
| 6. | Resolution on the cancellation of Authorized Capital 2018-I and the creation of a new Authorized Capital 2021-I with the option to exclude statutory subscription rights; amendment to the Articles of Association |
| 7. | Resolution on the cancellation of Authorized Capital 2020-I and the creation of a new Authorized Capital 2021-II with the option to exclude statutory subscription rights; amendment to the Articles of Association |
| 8. | Resolution on the creation of an Authorized Capial 2021-III under exclusion of subscriptionrights for the purpose of serving "Restricted Stock Units" to be issued to senior managers and employees of MorphoSys US Inc. under the "Restricted Stock Unit Program 2021" of the Company; amendment to the Articles of Association |
| 9. | Resolution on the cancellation of Conditional Capital 2008-III, the reduction of Conditional Capital 2016-I and the reduction of Conditional Capital 2016-III; amendments to the Articles of Association |
| 10. | Resolution on the creation of a new Conditional Capital 2021-I and the authorization of the Management Board to issue convertible bonds/bonds with warrants with the option to exclude subscription rights; amendment to the Articles of Association |
| 11. | Resolution on the approval of the remuneration system for members of the Management Board |
| 12. | Resolution on the remuneration of the members of the Supervisory Board |
| 13. | Resolution on further amendments to the Articles of Association |
Dates concerning the virtual Annual General Meeting
| April 07, 2021 | Publication of the invitation to the virtual Annual General Meeting 2020 including agenda in the German Federal Gazette |
| April 18, 2021, 24:00 hours (midnight) CEST |
End date for requests to supplement the agenda |
| April 28, 2021, 00:00 hours (beginning of the day) CEST |
Record Date |
| May 04, 2021, 24:00 hours (midnight) CEST |
End date for countermotions and election proposals |
| May 12, 2021, 24:00 hours (midnight) CEST |
End date for registration to attend the Annual General Meeting |
| May 17, 2021, 24:00 hours (midnight) CEST |
End date for submission of questions by the shareholders |
| May 19, 2021, 14:00 hours CEST |
Virtual Annual General Meeting |
| May 20, 2021 | 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 ongoing COVID-19 pandemic, the Annual General Meeting on May 19, 2021 will be held on the basis of the Act Concerning Measures Under the Law of Companies, Cooperative Societies, Associations, Foundations and Commonhold Property to Combat the Effects of the COVID-19 Pandemic of March 27, 2020 (Federal Law Gazette I No. 14 2020, p. 570), as last amended by the Act on the Further Shortening of Residual Debt Relief Proceedings and on the Adaptation of Pandemic-Related Provisions in Company, Cooperative, Association and Foundation Law as well as in Tenancy and Lease Law of December 22, 2020 (Federal Law Gazette I No. 67 2020, p. 3328), the validity of which was extended by the Ordinance on the Extension of Measures in Company, Cooperative, Association and Foundation Law to Combat the Effects of the COVID-19 Pandemic of October 20, 2020 (Federal Law Gazette I No. 48 2020, p. 2258) was extended until December 31, 2021, (hereinafter "COVID-19 Related Measures Act") as a virtual shareholders' meeting without the physical presence of shareholders or their proxies but with the possibility of participation by way of electronic connection (attendance).
Shareholders and shareholder proxies (with the exception of the Company's proxies) are therefore not able to physically attend the Annual General Meeting but can follow the entire Annual General Meeting by video and audio transmission on the MorphoSys AG website via the password-protected web service. This video and audio transmission does not meet the definition of participation in the Annual General Meeting as defined by section 118 para. 1 sentence 2 AktG and does not meet the definition of electronic participation as defined by section 1 para. 2 sentence 1 no. 2, alt. 2 of the COVID-19 Related Measures Act. Instead of the customary admission ticket, duly registered shareholders will be sent individual access details for the password-protected web service together with the AGM ticket, with which the shareholders can use the password-protected web service accessible on the website of MorphoSys AG.
From April 28, 2021 you can find the password-protected web service here.
Contact
Isabelle Degbegni
Director Investor Relations
Telefon: +49 89 89927 365
E-Mail: Isabelle.Degbegni@morphosys.com
AGM Archive
Annual reports of previous years can be downloaded here.
ANNUAL GENERAL MEETING 2020
The virtual Annual General Meeting 2020 of MorphoSys AG took place on May 27, 2020 in Planegg.
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.