Annual General Meeting

I.          Agenda

1. Presentation of the adopted annual financial statements of GRENKE AG and the approved consolidated financial statements as of December 31, 2022, 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 all cases for the 2022 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 2022 financial year

3.1       Dr Sebastian Hirsch

3.2       Gilles Christ

3.3       Isabel Rösler

3.4       Michael Bücker (up to and including November 30, 2022)

4. Resolution on the discharge of the members of the Supervisory Board for the 2022 financial year

4.1       Prof Dr Ernst-Moritz Lipp

4.2       Jens Rönnberg 

4.3       Norbert Freisleben

4.4       Nils Kröber

4.5       Dr Konstantin Mettenheimer

4.6       Dr Ljiljana Mitic

5. Resolution on the appointment of the auditor of the annual financial statements and the consolidated financial statements for the 2023 financial year, as well as the auditor for the audit review of interim financial reports
   
    
6. Elections to the Supervisory Board

6.1       Nils Kröber       

6.2       Moritz Grenke

7. Resolution on the approval of the remuneration report for the 2022 financial year prepared and audited in accordance with Section 162 AktG

8. Amendments to the Articles of Association

8.1       Location of the Annual General Meeting

8.2       Authorisation to hold a virtual annual general meeting

8.3       Virtual participation of Supervisory Board members

Request for additions to the agenda pursuant to Section 122 (2) AktG

Shareholders whose shares together amount to one-twentieth of the share capital or a notional amount of EUR 500,000 may request that items be placed on the agenda and published. Each new item must be accompanied by a statement of reasons or a draft resolution. The applicants must prove that they have held a sufficient number of shares for at least 90 days prior to the date of receipt of the request and that they will 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 request for additions. The request must be submitted in writing to the Board of Directors of GRENKE AG and must be received by the Company no later than 24:00 (CEST) on April 15, 2023. The provisions of Section 121 (7) AktG apply accordingly.

Please send corresponding requests for additions to the following address:

GRENKE AG
Board of Directors
c/o Investor Relations
Neuer Markt 2
76532 Baden-Baden

Requests for additions to the agenda that were not announced with the convening notice are to be published immediately upon their receipt in the German Federal Gazette and will also be forwarded for publication to such media where it can be expected to be disseminated throughout the European Union. These shall also be published on the Company’s website at www.grenke.com/investor-relations/general-meeting.

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

Countermotions and election proposals by shareholders pursuant to Sections 126 (1) and 127 AktG and other requests by shareholders

Countermotions with reasons against a proposal of the Board of Directors and/or the Supervisory Board on a specific item of the agenda, election proposals, and other inquiries from shareholders regarding the Annual General Meeting, including the name of the shareholder, should be sent 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 addressed otherwise cannot be considered.

We will publish countermotions and election proposals from shareholders to be made available, including the name of the shareholder and the reasons to be made available, immediately after their receipt at the Internet address www.grenke.com/investor-relations/general-meeting, provided that they are received by us no later than 14 days before the day of the Annual General Meeting, in this case, no later than May 1, 2023, 24:00 hours (CEST). 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, practised profession and place of residence of the proposed person, in the case of a proposed auditing company the company name and registered office, and in the case of proposals for the election of supervisory board members no information on memberships of the proposed candidate(s) in other supervisory boards to be formed by law within the meaning of Section 125 (1) sentence 5 AktG.

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

Total number of shares and voting rights

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.