Annual General Meeting 2019

The Annual General Meeting 2019 of MorphoSys AG takes place on Wednesday, May 22, 2019, at 10:00 am at the premises of MorphoSys AG, Semmelweisstrasse 7, 82152 Planegg, Germany.

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 Deposiary Shares (ADSs) receive the information and documents relating to the Annual General Meeting from the Bank of New York.

 

Information and Documents for the Annual General Meeting

Invitation to the Annual Gerneral Meeting 2019

(including agenda, as well as the written report of the Management Board in reference to Agenda Item 9 pursuant to section 203 para. 1 sentence 1 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, 2019)

 

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 2018 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 2018 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

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 2019 financial year and as auditor for the review of the half-year financial report as of 30 June 2019 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

 

 

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 (24:00 hours CEST) on May 21, 2019. 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

 

Total number of shares and voting rights

At the time of notification of this Annual General Meeting, the Company’s share capital consisted of 31,839,572 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 280.000 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 31,559,572 shares.

 

Countermotions and election proposals

Currently there are no countermotions and election proposals from shareholders.

 

AGM 2019 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, 2018; the management reports, including the report of the Supervisory Board for the 2018 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 2018 financial year
3. Resolution on the discharge of Supervisory Board members for the 2018 financial year
4. Resolution on the appointment of the auditor for the 2019 financial year
5. Resolution on the increase in the number of Supervisory Board members; amendment of the Articles of Association
6. Resolution on the election of Supervisory Board members
7. Resolution on the election procedure of Supervisory Board members; amendment of the Articles of Association
8. Resolution on the adjustment of the Supervisory Board remuneration
9. Resolution on the creation of an Authorized Capital 2019-I under exclusion of subscription rights 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” of the Company and on the respective amendment of section 5 of the Articles of Association

 

Dates concerning the Annual General Meeting

April 10, 2019 Publication of the invitation to the Annual General Meeting 2019
including agenda in the German Federal Gazette
April 21, 2019,
24:00 hours (midnight) CEST
End date for requests to supplement the agenda
May 1, 2019,
00:00 hours (beginning of the day) CEST
Record Date
May 7, 2019,
24:00 hours (midnight) CEST
End date for countermotions and election proposals
May 15, 2019,
24:00 hours (midnight) CEST
End date for registration to attend the Annual General Meeting
May 22, 2019,
10:00 hours CEST
Annual General Meeting
May 23, 2019 Publication of voting results on the internet (expected date)

 

Broadcast of the 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 AGM 2019 on May 22, 2019, from 10 am CEST.

The Link to the Webcast will be provided here on time.

Information for shareholders on data protection