Annual General Meeting

1. Presentation of the adopted annual financial statements of GRENKE AG and the approved consolidated financial statements as per December 31, 2019, 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 information pursuant to Sections 289a (1) and 315a (1) of the German Commercial Code (HGB) for the 2019 fiscal 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 2019 fiscal year
4. Resolution on the discharge of the members of the Supervisory Board for the 2019 fiscal year
5. Resolution on the appointment of the auditor of the annual financial statements and the consolidated financial statements for fiscal year 2020
6. Special election to the Supervisory Board
7. Resolution on the authorisation to acquire treasury shares in accordance with Section 71 (1) No. 8 AktG, to utilise these shares, exclude subscription and tender rights, and to cancel acquired treasury shares 
8. Resolution on the amendment of Article 13 (Right of Participation and Voting Rights) of the Articles of Association to allow absentee voting

The Supervisory Board proposes the election of the following person to the Supervisory Board:

Mr. Jens Rönnberg, resident of Mainz, Germany, and Auditor and Tax Consultant in his own practice, effective as of the end of this Annual General Meeting for a term of office until the end of the Annual General Meeting which resolves on the discharge of the members of the Supervisory Board for financial year 2021.

In accordance with Section 49 (1) No. 1 WpHG, we hereby further disclose at the time of convening the Annual General Meeting that the total number of GRENKE AG shares amounts to 46,353,918 registered no-par value shares. Each share grants one vote at the Annual General Meeting. At the time of convening the Annual General Meeting, the Company held no treasury shares. The total number of shares eligible to participate and vote therefore totals 46,353,918.

^{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 origi-nal, the German original shall prevail.}

Requests for additions to the Agenda pursuant to Section 122 (2) AktG 

Shareholders whose combined shares amount to one-twentieth of the share capital or the notional amount of EUR 500,000.00 may request that items be placed on the Agenda and published. Each new item must be accompanied by a statement of reason or a draft resolution. The request must be addressed in writing to the Board of Directors of GRENKE AG and received by the Company no later than July 6, 2020, 24:00 hours (CEST). 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

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 date of receipt of the request and that they will continue to hold the shares until the decision of the Board of Directors regarding the request and, if the request is not granted by the Board of Directors, until the decision of the court on the request for an addition (Sections 122 [2], 122 [1] sentence 3, 122 [3] AktG and Section 70 AktG). The provision of Section 121 (7) AktG applies accordingly. 

Requests for additions to the Agenda that are to be announced will, insofar as they were not announced with the convening notice, be published in the Federal Gazette immediately following their receipt and forwarded for publication to those media that can be assumed to disseminate the information throughout the entire European Union. Requests are also published on the website at www.grenke.com/investor-relations/general-meeting.

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.}

Motions and nominations by shareholders in accordance with Sections 126 (1) and 127 AktG

Shareholders may submit motions on individual Agenda Items, including proposals for the election of Supervisory Board members or auditors. 

Motions by shareholders, specifying the name of the shareholder, the reason for the motion and any comments by the management, will be made available to the eligible persons named in Section 125 (1) to (3) AktG under the conditions specified therein (these include share-holders who so request) if the shareholder has sent a countermotion against a proposal of the Board of Directors and/or Supervisory Board on a specific item on the Agenda, together with the grounds, to the address below at least 14 days before the Annual General Meeting of the Company. The day of receipt is not counted. The last possible date of receipt is therefore Wednesday, July 22, 2020, 24:00 hours (CEST). A countermotion and/or its substantiation need not be made accessible if one of the reasons for exclusion pursuant to Section 126 (2) AktG applies. 

Nominations by shareholders pursuant to Section 127 AktG do not need to be substantiated. Nominations will only be made accessible if they contain the name, profession and place of residence of the person nominated and, in the case of electing Supervisory Board members, information on their membership in other statutory supervisory boards. Pursuant to Section 127 sentence 1 AktG and in conjunction with Section 126 (2) AktG, there are other reasons why nominations for election need not be made available. Otherwise, the requirements and regulations for making motions accessible apply accordingly; in particular, Wednesday, July 22, 2020, 24:00 hours (CEST), is also the last possible date by which election proposals must be received at the address below in order to be made accessible. 

Any motions (accompanied by their rationale) or nominations for election by shareholders in accordance with Sections 126 (1) and 127 AktG must be addressed exclusively to 

GRENKE AG
Investor Relations
Neuer Markt 2
76532 Baden-Baden
Fax: +49 7221 / 5007-4218
or sent by email to
[email protected]

Motions and election proposals by shareholders to be made accessible (including the name of the shareholder and – in the case of motions – the rationale) will be made available on the Internet at www.grenke.com/investor-relations/general-meeting without delay after receipt. Any comments by the management will also be made available at the above Internet address. 

Countermotions and election proposals that are to be made accessible in accordance with Sections 126 and 127 AktG will be considered to have been made during the virtual Annual General Meeting if the shareholder making the request has duly registered for the Annual General Meeting.

A reference is made to all existing disclosure obligations under Sections 33 et seq. WpHG and the legal consequences of suspending all rights arising from the shares in the event of a breach of a disclosure obligation as provided for in Section 44 WpHG. 

Within the legal period no counter-petitions 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.}

This year on August 6, 2020, the Annual General Meeting was held as a purely virtual meeting without the physical presence of shareholders or their representatives. The Annual General Meeting was broadcast in full via livestream on our website at www.grenke.com/investor-relations/general-meeting.

The livestreaming of the meeting is based on Section 1 (2) of the of the March 27, 2020 Act on Measures in Corporate, Cooperative, Association, Foundation and Residential Property Law to Reduce the Effects of the COVID-19 Pandemic, as well as on Section 13 (5) of the Articles of Association of GRENKE AG. Pursuant to Section 13 (5) of the Articles of Association of GRENKE AG, the viewing the livestream is not only reserved for the shareholders of GRENKE AG but can also be made available to the public. For non-German-speaking interested parties, we also offer a partial (the speech of the Board of Directors only) simultaneous translation of the livestream in English, which is provided only for the purpose of better comprehension and not guaranteed to be accurate or complete.

Please note that viewing the livestream does not constitute participation in the Annual General Meeting and does not allow for the exercise of shareholder rights. To exercise your shareholder rights, you may use the shareholder portal, which is also accessible at www.grenke.com/investor-relations/general-meeting. Particularly due to technical uncertainties, we cannot guarantee a complete, error-free transmission or a complete, error-free translation.  
 

Please click here to access the livestream (only in German, except the speech of the Board of Directors)

GRENKE AG
Investor Relations
Neuer Markt 2
D-76532 Baden-Baden

Phone: +49 7221 - 5007-0
Email: [email protected]

^{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.}