EUR 1000.00 For Business Accounts Only

Grenke - AGM 06 August 2020

General: The AGM is to be held in the form of a virtual AGM in accordance with the German Law to Mitigate the Consequences of the COVID-19 Pandemic. The physical presence of shareholders or their authorised proxies is not possible. The voting rights may therefore be exercised solely by postal vote or by granting authority to the proxies designated by the Company.

Grenke is a global financing partner for small and medium-sized companies (SMEs). As a one-stop shop for its customers, the Group offers a wide product range from small-ticket leasing and demand-driven bank products to factoring. Fast and easy processing, along with personal contact with customers and partners, are a key focus. Founded in 1978 in Baden-Baden, Grenke employs more than 1,700 people and operates worldwide in 32 countries.

The Company has issued 46,353,918 shares that amount to a share capital of EUR 46,353,918. As of 31 December 2019, the Grenke family (via Grenke Beteiligung GmbH & Co. KG) held 40.79% of the Company's shares.

In financial year 2019, net interest income increased by 14.9% to EUR 369.9m, operating income increased by 10.2% to EUR 174.3m and net income attributable to the shareholders of Grenke AG increased by 7.2% to EUR 135.5m.

On 2 April 2020, the Company disclosed that the scope and extent of the impact of the COVID-19 pandemic on the Group's further business and earnings development cannot be reliably estimated at the present time and is not included in the outlook for financial year 2020 published on 11 February 2020. The Management Board plans to update its forecast once the effects of the COVID-19 pandemic can be sufficiently determined.

Item 2: On 19 May 2020, the Management Board and the Supervisory Board resolved to adjust the proposal for the appropriation of net profits of the financial year 2019 in light of the COVID-19 pandemic and to propose to the AGM 2020 the payment of a dividend of EUR 0.80 per share. The initial proposal provided for the payment of a dividend of EUR 0.88 per share. As in 2014 and 2016, Grenke is offering its shareholders the option of receiving their dividend in the form of shares in the Company. In view of the recent events relating to COVID-19, ECGS is in favour of postponing decisions on the dividend, reductions or suspensions that would allow companies to avoid liquidity risks or not generate risk for their survival. The dividend is covered by earnings and free cash flow and can thus be provided by the Company. The proposed scrip dividend programme represents a valid option for the Company to preserve capital, maintaining the shareholders' right to alternatively decide whether to receive all or part of their dividend in cash or through free shares. We recommend support.

Item 4: The remuneration system for the Management Board has not yet been put to shareholder approval. We note that the German Law Implementing the Second Shareholders' Rights Directive (ARUG II), which came into force on 1 January 2020, requires companies to submit the remuneration system to shareholder approval by 2021 at the latest. In line with our guidelines we would in principle recommend opposing the discharge of the Chairman of the Supervisory Board's Personnel Committee, Wolfgang Grenke. However, as the discharge is proposed in a bundled resolution we recommend shareholders to oppose the discharge of the Supervisory Board as a whole.