Annual General Meeting 2018

The Annual General Meeting 2018 of MorphoSys AG takes place on Thursday, May 17, 2018, 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 2018

(including agenda, as well as the written report of the Management Board in reference 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 April 10, 2018)

 

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 2017 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 2017 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])

 

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

Although MorphoSys AG was not yet obliged to issue a public invitation to tender for the audit in accordance with the Auditor Reform Act (Abschlussprüferreformgesetz), a public invitation to tender for the 2018 audit was issued on a voluntary basis. The Audit Committee accompanied the corresponding process and, as a result, issued a recommendation to the Supervisory Board.

On this basis and in accordance with the recommendation of the Supervisory Board’s Audit Committee, the Supervisory Board proposes again the appointment of PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Munich, as the auditor of MorphoSys AG’s financial statements and consolidated financial statements for the 2018 financial year and the audit review of the half-year financial report as of June 30, 2018 pursuant to section 115 para. 5 of the German Securities Trading Act (Wertpapierhandelsgesetz [WpHG]).

 

Information on Agenda Item 5: Resumes of the proposed Supervisory Board candidates

 

 

Articles of Association of MorphoSys AG

 

Further information

Proxy voting (online voting system):

Here you can issue a power of attorney with instructions to the company's proxies electronically via the Internet by midnight on May 16, 2018. You will receive the necessary access data and password together with your admission ticket after registration for the Annual General Meeting.

Go to online voting system

Further 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, 2017; the management reports, including the report of the Supervisory Board for the 2017 financial year; and the Management Board’s explanatory report regarding the disclosures pursuant to sections 289a para. 1 and 315a para. 1 of the German Commercial Code (Handelsgesetzbuch [HGB])
2. Resolution on the discharge of Management Board members for the 2017 financial year
3. Resolution on the discharge of Supervisory Board members for the 2017 financial year
4. Resolution on the appointment of the auditor for the 2018 financial year
5. Resolution on the election of Supervisory Board members
6. Resolution on the cancellation of the Authorized Capital 2017-II and the creation of a new Authorized Capital 2018-I with the option to exclude statutory subscription rights; amendment to the Articles of Association

 

Dates concerning the
Annual General Meeting

April 10, 2018 Publication of the invitation to the Annual General Meeting 2018
including agenda in the German Federal Gazette
April 16, 2018,
24:00 hours (midnight) CEST
End date for requests to supplement the agenda
April 26, 2018,
00:00 hours (beginning of the day) CEST
Record Date
May 2, 2018,
24:00 hours (midnight) CEST
End date for countermotions and election proposals
May 10, 2018,
24:00 hours (midnight) CEST
End date for registration to attend the Annual General Meeting
May 17, 2018,
10:00 hours CEST
Annual General Meeting
May 18, 2018 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 29,420,785 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 319,387 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 29,101,398 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 2018 AGM on May 17, 2018, from 10 a.m CEST.

The link to the webcast will be provided on time.

 

 

 

Contact

AGM Archive

Annual General Meeting 2017

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