Annual General Meeting

1. Presentation of the adopted annual financial statements of GRENKE AG and the approved consolidated financial statements as of December 31, 2021, the combined management report of GRENKE AG and the Consolidated Group, the report of the Supervisory Board as well as the explanatory report of the Board of Directors on the disclosures pursuant to Sections 289a (1) and 315a (1) German Commercial Code (Handelsgesetzbuch – HGB), in each case for the 2021 financial year.
 

2. Resolution on the appropriation of the unappropriated surplus of GRENKE AG
 

3. Resolution on the discharge of the members of the Board of Directors for the 2021 financial year

3.1 Michael Bücker (Board of Directors member and chair since August 1, 2021)
3.2 Gilles Christ 
3.3  Dr Sebastian Hirsch
3.4 Isabel  Rösler 
3.5 Antje Leminsky (until June 30, 2021)
3.6 Mark Kindermann (until February 8, 2021) 
 

4. Resolution on the discharge of the members of the Supervisory Board for the 2021 financial year

4.1 Prof Dr Ernst-Moritz Lipp
4.2 Norbert Freisleben (as of July 29, 2021)
4.3 Nils Kröber (as of July 29, 2021)
4.4 Dr Konstantin Mettenheimer (as of July 29, 2021)
4.5 Dr Ljiljana Mitic 
4.6 Jens Rönnberg 
4.7 Wolfgang Grenke (until July 29, 2021)
4.8 Claudia Krcmar (until July 29, 2021)
4.9 Florian Schulte (until July 29, 2021)
 

5. Resolution on the appointment of the auditor of the annual financial statements and the consolidated financial statements for the 2022 financial year, as well as the auditor for the audit review of interim financial reports

6. Elections to the Supervisory Board 

6.1 Norbert Freisleben
6.2 Jens Rönnberg

7. Resolution on the remuneration of the members of the Supervisory Board, including disclosures pursuant to Section 87a (1) sentence 2 AktG, and on the corresponding amendment of Article 10 of the Articles of Association

8. Resolution on the approval of the remuneration report for the 2021 financial year prepared and audited in accordance with Section 162 AktG

Shareholders whose shares together amount to one-twentieth of the share capital or the notional amount of 500,000.00 euros may demand that items be placed on the Agenda and announced. Each new item must be accompanied by a statement of reasons or a draft resolution.

The request must be addressed in writing to the Board of Directors of GRENKE AG and must be received by the Company no later than 30 days prior to the Annual General Meeting, i.e. no later than midnight (CEST) on April 24, 2022. Please send corresponding requests for supplements to the following address:
 

GRENKE AG
Board of Directors

c/o Investor Relations

Neuer Markt 2
76532 Baden-Baden
 

The applicants must prove that they are holders of a sufficient number of shares for the duration of the legally required minimum holding period of at least 90 days prior to the day of receipt of the request and that they hold the shares until the decision of the Board of Directors on the request and, if the request is not granted by the Board of Directors, also until the decision of the court on the supplementary request (Sections 122 (2), 122 (1) sentence 3, Section 122 (3) AktG and Section 70 AktG). The provision of Section 121 (7) AktG shall apply accordingly.
 

Requests for additions to the Agenda that are to be announced shall, insofar as they have not been announced with the convening notice, be published immediately upon receipt in the Federal Gazette and forwarded for publication to such media as can be expected to disseminate the information throughout the entire European Union. They shall also be published on the website www.grenke.com/investor-relations/general-meeting and communicated to those registered in the share register.
 

Any questions or objections to resolutions of the Annual General Meeting included in such requests for additions to the Agenda shall not be considered. These are to be submitted exclusively by the means described in the convening notice.

Within the statutory period no requests for additions to the agenda by shareholders were received.

Disclaimer: This document is a non-binding convenience translation of the German original. In the event of any conflict or inconsistency between the English translation and the German origi-nal, the German original shall prevail.

Shareholders may submit countermotions to individual Agenda Items; this also applies to proposals for the election of Supervisory Board members or auditors.
 

Any countermotions (including reasons) or election proposals by shareholders pursuant to Section 126 (1) and Section 127 AktG shall be addressed exclusively to:
 

GRENKE AG
Investor Relations
Neuer Markt 2
76532 Baden-Baden
Fax: +49 7221 / 5007- 4218

or by email to

[email protected]
 

Countermotions and election proposals to be made accessible that are received at one of the addresses stated in the above paragraphs no later than 14 days prior to the Annual General Meeting, i.e. by May 10, 2022, 24:00 hours (CEST), will be published without delay after their receipt, including the name of the shareholder as well as the reasons to be made accessible, at the Internet address www.grenke.com/investor-relations/general-meeting. Any comments by the administration will also be published at the aforementioned Internet address.
 

Countermotions and election proposals as well as the reasons for countermotions do not have to be made accessible under the conditions of Section 126 (2) AktG. An election proposal also does not have to be made accessible if it does not contain the name, profession and place of residence of the proposed person and, in the case of proposals for the election of Supervisory Board members, does not contain information on memberships of the proposed candidate in other statutory supervisory boards as defined by Section 125 (1) sentence 5 AktG.
 

Pursuant to Section 1 (2) sentence 3 of the COVID-19 Act, such countermotions as defined by Section 126 AktG and election proposals as defined by Section 127 AktG shall be deemed to have been made at the Annual General Meeting if the shareholder making the motion or submitting the election proposal is duly authorised and registered for the Annual General Meeting.
 

Any questions of objections to resolutions of the Annual General Meeting included in such countermotions or election proposals shall not be considered. These are to be submitted exclusively by the means described in the convening notice.

Within the legal period no countermotions or election proposals were received.

Disclaimer:
This text is a non-binding convenience translation of the German original. In the event of any conflict or inconsistency between the English translation and the German original, the German original shall prevail.

Pursuant to Section 49 (1) no. 1 of the German Securities Trading Act (WpHG), we further announce: At the time of convening the Annual General Meeting, the total number of GRENKE AG shares amounts to 46,495,573 no-par value registered shares. Each share grants one vote at the Annual General Meeting. The Company does not hold any treasury shares at the time of convening. The total number of shares with participation and voting rights is therefore 46,495,573.

^{Disclaimer: This text is a non-binding convenience translation of the German original. In the event of any conflict or inconsistency between the English translation and the German original, the German original shall prevail.}