Shares and the Capital Market

MorphoSys’s share price was highly volatile during the reporting year. The year’s high of € 78 was reached on January 8, 2015 and the year’s low of € 52.52 was set in early November 2015. The main reason for the poor share price performance was the termination of the cooperation with Celgene. The shares closed the financial year at € 57.65, giving the Company a market capitalization of € 1.53 billion. MorphoSys’s share price performance lagged behind the performance of the benchmark indices, which increased 34 % (TecDAXTecDAX: Index of the 30 largest ­technology companies listed on the Frankfurt Stock Exchange) and 11 % (Nasdaq Biotechnology IndexNasdaq Biotechnology Index: stock market index made up of biotechnological or pharmaceutical companies listed at the US stock exchange NASDAQ) in the 2015 financial year.

09 Figure Performance of the MorphoSys Share in 2015 (1 January 2015 = 100 %)

10 Figure Comparison of the MorphoSys Share Price Development between 2011 and 2015 (1 January 2011 = 100 %)

Stock Market Development

For global stock markets 2015 was a turbulent year. The DAX, Germany’s leading index, closed the year with sharp price gains for the fourth consecutive year. As in previous years, performance in Germany was supported by lower interest rates that offset the negative effects of falling oil prices and a slide in the Chinese stock market. After a six-year rally in the US Dow Jones Index that ended in 2014, US stock markets had to accept a decline in the 2015 reporting year.

MorphoSys’s investor relations activities in 2015 continued to target Europe and the USA. There continued to be tremendous interest in biotechnology shares from US investors.

Liquidity and Index Membership

In 2015, stronger interest in MorphoSys shares boosted their yearon- year average daily trading volume across all trading platforms in the regulated market to € 14.9 million (2014: € 12.0 million). The trading volume of the shares traded on the TecDAX, the index for the 30 largest technology stocks on the Frankfurt Stock Exchange, increased by almost 15 % on average. By the end of 2015, MorphoSys improved its standing in the TecDAX and was ranked 8th in terms of trading volume (year-end 2014: 9th). In terms of market capitalization, MorphoSys was ranked 10th (year-end 2014: 8th).

In addition, the average daily trading volume in MorphoSys shares on the alternative trading platforms (“dark pools”) in 2015 amounted to approximately 89,800 shares valued at € 5.8 million (2014: approx. 64,400 shares valued at € 4.6 million).

Common Stock

The exercise of 80,848 convertible bonds in 2015 prompted a rise in the Company’s common stock to 26,537,682 shares or € 26,537,682.00.

MorphoSys issued stock options and non-interest-bearing convertible bonds under its employee incentive program until 2010. In 2011, the Company introduced a performance-based long-term incentive (LTI) plan. The Company repurchases shares annually for this plan. A detailed description of this program can be found in the Corporate Governance Report contained in this Annual Report. In April 2015, 40,425 performance shares were issued to the Management Board and the Senior Management Group under the LTI plan. For more information, please refer to the Notes (see section 8.2.5). Stock options were not issued to the Management Board, members of the Senior Management Group or the workforce in the reporting year.

08 TABLE Key Data for the MorphoSys Share (as of December 31)

2015 2014 2013 2012 2011
Total Stockholders’ Equity (in million €) 362.7 348.8 352.1 202.0 197.1
Number of Shares Issued (number) 26,537,682 26,456,834 26,220,882 23,358,228 23,112,167
Market Capitalization (in million €) 1,530 2,027 1,464 685 405
Closing Price in € (Xetra) 57.65 76.63 55.85 29.30 17.53
Average Daily Trading Volume (in million €)1 14.9 11.9 6.9 1.9 1.8
Average Daily Trading Volume (in % of Share Capital)1 0.87 0.65 0.59 0.38 0.38

1 Figures of 2011 only include trading on Xetra and German regional exchanges.

International Investor Base

Various voting right notifications were issued during the reporting year in accordance with Sections 21, 25 and 26 of the German Securities Trading Act (WpHG). These notifications were published on the MorphoSys website and can be found under Media and Investors – Stock Information – Shareholder Structure.

According to the definition given by the Deutsche Börse, 98.3 % of MorphoSys AG’s shares were in free float at the end of the reporting year. Novartis Pharma AG (Basel, Switzerland) held roughly 4.1 % and Celgene Netherlands II BV (Amsterdam, the Netherlands) held about 3 % of the shares. International institutional investors continued to hold approximately 70 % of the shares. According to the latest voting right announcements, our largest single shareholders were Flossbach von Storch Invest S.A. (Luxembourg) with 5.8 %, Baillie Gifford & Co. (Edinburgh, UK) with 5.0 %, Templeton Investment Counsel, LLC (Wilmington, DE, USA) with 3.1 %, Templeton Global Advisors Limited (Nassau, Bahamas) with 3.1 %, and Invesco Holding Company Limited (Henley-on-Thames, UK) with 3.0 %.

An overview of the current shareholder structure can also be found on the Company’s website (Media and Investors – Stock Information – Shareholder Structure).

Annual General Meeting

The Management and Supervisory Boards of MorphoSys AG welcomed shareholders to the Company’s 17th Annual General Meeting in Munich on May 8, 2015. The shareholders and proxies attending represented more than 50 % of the common stock of MorphoSys AG (2014: 47.8 % of the common stock). All 15 agenda items submitted for resolution were adopted by a clear majority. This year’s Annual General Meeting is scheduled for June 2, 2016 and will take place again in Munich.

Investor Relations Activities

During the 2015 financial year, MorphoSys continued to strengthen its communication with the capital markets. The Company took part in 20 international investor conferences and held several road shows and private meetings in both Europe and the USA. There continued to be strong interest from specialized healthcare investors headquartered in the USA. With the Company’s publication of the annual, half-yearly and quarterly results, the Management Board held conference calls to report past and expected business developments and answer questions from analysts and investors.

In private meetings, investors were not only interested in the general progress of the drug pipeline but were especially interested in the development of the proprietary portfolio, which had a total of 14 active programs at the end of the reporting year.

Ten analysts were covering MorphoSys shares at the end of 2015.

09 TABLE Analyst Recommendations (as of December 31, 2015)

Buy/Overweight Hold Sell n/a
5 4 0 1

Buy/Overweight; Hold; Sell; n/a = not available (no rating)

For the second consecutive year, MorphoSys was awarded the first prize in the “Investors’ Darling 2015 – Capital Market Strategist of the Year” competition for the TecDAX. The Handelshochschule Leipzig, supported by the Manager Magazine, evaluated the capital market communications of all index-listed stock companies. The evaluation included the quality of standard financial reporting, the IR website, investor presentations and capital market performance.

Detailed information on the MorphoSys share, financial ratios, the Company’s strategic direction and the Group’s recent developments can be found on the Company’s website (Media and Investors).

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