GRENKELEASING AG Baden-Baden

Transcription

1 These materials are not an offer for sale of subscription rights or the shares of GRENKELEASING AG referred to herein. The subscription rights and the shares have not been and will not be registered under the United States Securities Act of 1933, as amended, or with any regulatory authority of any state or other jurisdiction in the United States of America. Subscription rights and the new shares may only be exercised, offered or sold outside the United States of America. GRENKELEASING AG Baden-Baden German Securities Identification Number (WKN) A16 1N3 ISIN Code DE 000A161N30 Common Code Document containing information pursuant to 4 (1) no. 4 and 4 (2) no. 5 German Securities Prospectus Act dated March 21, 2016, amended on May 04, 2016 (changes to the document from March 21, 2016 are highlighted) for the new shares to be issued under the Rights Issue Capital Increase (as defined below) for the contribution of Partial Dividend Rights (as defined below) in accordance with the resolution regarding the appropriation of the unappropriated surplus to be passed by the GRENKELEASING AG Annual General Meeting on May 03, 2016 (share dividend) I. Purpose It is proposed to the The Annual General Meeting of GRENKELEASING AG ( GRENKELEASING or Company ) (more information on GRENKELEASING can be found at on May 03, 2016 toresolved under agenda item 2 (resolution on the appropriation of the unappropriated surplus of GRENKELEASING AG) to resolve a dividend payment of 1.50 per no-par value share entitled to dividends ( Resolution on the Appropriation of the Unappropriated Surplus ). According to this resolution, sshareholders will be able to choose whether to have the dividend paid out (i) exclusively in cash or (ii) partly in cash and partly in the form of shares in GRENKELEASING (the latter the "Scrip Dividend") subject to the approval by the Annual General Meeting. The Board of Directors and the Supervisory Board intend to create the necessary shares through partial use of the authorised capital against contribution in kind pursuant to 4 (4) of the GRENKELEASING Articles of Association, which was entered in the commercial register of GRENKELEAS- ING on May 21, 2015 ( Authorised Capital ). Partial Dividend Rights (as defined below) arisingwhich arose from the Resolution on the Appropriation of Unappropriated Surplus will be transferred as contribution in kind by those shareholders who choose to receive the Scrip Dividend. This document has been created to fulfill the requirements of 4 (1) no. 4 and 4 (2) no. 5 of the German Securities Prospectus Act (Wertpapierprospektgesetz, "WpPG"), which states that there is no obligation to publish a prospectus for the public offering ( 4 (1) no. 4 WpPG) and admission to trading of dividends paid out to shareholders in the form of shares ( 4 (2) no. 5 WpPG) provided that a Convenience translation only, the German version shall prevail. 1 / 12

2 document is made available which contains information on the quantity and nature of shares and which describes the reasons for and details of the offer. Neither the subscription rights nor the new shares are, or will be, registered in accordance with the U.S. Securities Act of 1933 as amended (the Securities Act ) or with the securities regulators of individual states or other territories of the United States of America. At no time may the subscription rights or the new shares be offered, sold, exercised, pledged, transferred or delivered, either directly or indirectly, to or within the United States of America, unless an exemption from the registration requirements of the Securities Act applies or unless such a transaction is covered by them and therefore does not constitute a breach of applicable securities legislation in the individual states of the United States of America. II. Reasons The subject matter of this document is the new shares which will be created in consideration for the contribution of Partial Dividend Rights (as defined below) by way of a rights issue capital increase (the Rights Issue Capital Increase ). Hereby, GRENKELEASING is giving shareholders who hold GRENKELEASING shares in their securities deposit accounts at p.m. CEST on the evening of May 03, 2016, the choice of receiving the dividend on these shares (i) exclusively in cash or (ii) as a Scrip Dividend. Shareholders therefore have the following options: The shareholder opts to receive the dividend exclusively in cash and notifies his depository bank of this fact, or simply takes no action until the end of the subscription period for the new shares. In this case, he receives a cash dividend of 1.50 per no-par value share held by him once the subscription period and the settlement period required for the technical transaction are over, presumably on June 01, 2016, less the withheld capital yields tax (including solidarity surcharge and church tax, if applicable) (the WHT ). Therefore, the amount to be paid will be approximately 1.08 for each no-par value share held by a shareholder subject to church tax deduction treatment and approximately 1.10 per no-par value share held by a shareholder not subject to church tax deduction treatment. Due to the choice being given to receiving the dividend in the form of a Scrip Dividend, the settlement of the dividend to be paid exclusively in cash has the following special features: In order to ensure that a shareholder who opts for the Scrip Dividend will not need to provide any new cash payments to settle any applicable tax obligations with regard to the dividend, each shareholder who opts to receive the dividend payment exclusively in cash will receive the dividend in the form of two entries for settlement reasons. The first entry will be a payment in the amount of 0.42 for each no-par value share held less WHT on the total dividend amount of 1.50 for each no-par value share held, i.e., (i) 0.00 (rounded) per no-par value share if the shareholder is subject to church tax deduction treatment, (ii) 0.02 (rounded) per no-par value share if the shareholder is not subject to church tax deduction treatment (the respective amount hereinafter the Post Tax Adjustment Amount ). The second entry, which is expected to occur on the same day as the payment of the first entry, i.e., presumably on June 01, 2016, will be in the amount of 1.08 (net), i.e., without further tax deductions, for each no-par value share held by the shareholder, since the WHT for the full dividend amount of 1.50 per no-par value share will have been already withheld upon the first entry. 1 The shareholder opts to receive the Scrip Dividend. In this case, he must notify his depository bank using the form provided by the depository bank for this purpose in good time and transfer his partial dividend entitlements evidenced by the global bearer profit participation certificate issued by the Company in the amount of 1.08 for each no-par value share held (the Partial Dividend 1 Please note that the Post Tax Adjustment Amount of 0.00 and 0.02 is a value rounded down per no-par value share. Since the tax amount to be withheld is not calculated per no-par value share, but for the total dividend entitlement of a shareholder, there may be differences for rounding reasons depending on the number of no-par value shares held. Convenience translation only, the German version shall prevail. 2 / 12

3 Rights ) to HSBC Trinkaus & Burkhardt AG, Düsseldorf. Once the subscription period and the settlement period required for the technical transaction are over, presumably on June 6, 2016, he will receive the new shares, taking into account the subscription ratio, with the number of new shares depending on the extent to which his Partial Dividend Rights transferred cover the fixed subscription price per share (total in relation to the number of full shares to be granted). To the extent that Partial Dividend Rights transferred or portions thereof exceed the subscription price (in total) or are insufficient for the shares subscribed, the shareholder will receive this balance in cash (the Residual Balance ), presumably on June 01, In addition, the shareholder will receive the Post Tax Adjustment Amount for each no-par value share held. For part of the shares, the shareholder opts to receive (i) the dividend exclusively in cash, and for another part (ii) the Scrip Dividend. In this case, the two processes described above apply, with each being applied to the specific shares for which the shareholder has made the relevant decision. Giving shareholders the choice between (i) exclusively a cash dividend and (ii) the Scrip Dividend is common practice at international level. It gives the shareholder the opportunity for easy re-investment of parts of his dividend. If a shareholder opts to receive the Scrip Dividend, he can prevent his shareholding in GRENKELEASING from being reduced on a percentage basis as a result of the Rights Issue Capital Increase. For GRENKELEASING, the cash outflow from the dividend payments is reduced to the extent that Partial Dividend Rights are reinvested in the Company and shares are delivered instead of a payment in cash. III. Details 1. Present share capital and shares of GRENKELEASING GRENKELEASING s share capital amounts to 18,859,255.47, divided into 14,754,199 registered shares (no-par-value shares) each with a notional interest in the share capital of approximately Each share entitles the holder to one vote at the Company s Annual General Meeting. The existing GRENKELEASING shares are admitted to trading on the regulated market at the Frankfurt Stock Exchange as well as to the regulated market subsection with additional post-admission obligations (Prime Standard) on the Frankfurt Stock Exchange. The existing GRENKELEASING shares are evidenced in one global certificate deposited with Clearstream Banking AG, Mergenthalerallee 61, Eschborn. Pursuant to 4 (3) sentence 2 of the Company s Articles of Association, the right of shareholders to certification of their shares is excluded. All shares issued by GRENKELEASING are assigned the same rights. The Company s shares are freely transferable. Company announcements are published in the German Federal Gazette. Announcements concerning the shares of the Company are also published in the German Federal Gazette as well as by media suitable for a distribution throughout the European Economic Area. The paying and settlement agent for the Company's dividend for financial year 2015 is HSBC Trinkaus & Burkhardt AG, Königsallee 21-23, Düsseldorf, Germany. Convenience translation only, the German version shall prevail. 3 / 12

4 2. Details of the Rights Issue Capital Increase a) Rights Issue Capital Increase against contribution in kind out of the Authorised Capital The Board of Directors and the Supervisory Board intend to create the new shares which are the subject matter of this document and which will be issued against the contribution of Partial Dividend Rights during the Rights Issue Capital Increase by making partial use of the Authorised Capital. b) Maximum/minimum number of shares offered The maximum number of new shares that will be created has not yet been determined. It will depend on the extent to which shareholders exercise their right to choose to receive their dividend as a Scrip Dividend as well as on the subscription ratio and subscription price for the new shares. Example 2 based on an assumed, fictive subscription price and subscription ratio: 3 If all shareholders opted to receive the Scrip Dividend for their entire share portfolio, and if the subscription price was set with a subscription ratio of : 1 at, e.g , with a number of 14,754,199 shares entitled to dividends currently existing (and assuming all shareholders hold shares or an integer multiple of shares), 92,969 new shares would be issued (maximum figure). On the other hand, if no shareholder opted to receive the Scrip Dividend, then no shares would be issued, with the result that the minimum number of new shares would be 0. c) Features of the new shares The new shares, which are the subject matter of this document, will be created in accordance with German law after the Annual General Meeting on May 03, They will feature the same rights as the existing shares of the Company and will not confer any rights or advantages beyond this. Each of the Company s shares, including the new shares, entitles the holder to one vote at the Company s Annual General Meeting. There are no restrictions on voting rights, except in specific cases prescribed by law. Nor are there different voting rights for certain shareholders of the Company. The new shares will carry full dividend entitlement from January 1, The new shares participate in any liquidation proceeds according to their notional interest in the share capital. Each of the new shares will be evidenced in one or more global certificates, each with a global bearer profit participation certificate, and deposited with Clearstream Banking AG, Mergenthalerallee 61, Eschborn. The new shares will be delivered via collective safe custody credit. There is no right of a shareholder to demand certification of his participation. The new shares will be freely transferable. 2 For a detailed sample calculation, please see "III. 2. d) Rights Issue Capital Increase" (p. 5 subseq.). 3 Please note that the subscription price and therefore the subscription ratio will depend on the actual development of the share price of the GRENKELEASING shares and may therefore differ from the assumed, fictive numbers used in the example. Therefore, the maximum number of new shares may also deviate from the number calculated in the example. Convenience translation only, the German version shall prevail. 4 / 12

5 d) Rights Issue Capital Increase The capital increase against contribution in kind to create the new shareswill takes the form of a rights issue. To simplify the transaction, each shareholder will only be able to exercise his subscription right by transferring his Partial Dividend Rights and commissioning and authorising HSBC Trinkaus & Burkhardt AG, Düsseldorf, within the subscription period as trustee, as set out in more detail in the subscription offer, to subscribe for the new shares to be received by such shareholder upon his choice of receiving the dividend in the form of a Scrip Dividend at the subscription ratio and subscription price still to be determined, in its own name, but for the account of the shareholder and to transfer the new shares received after subscription and registration of the consummation of the Rights Issue Capital Increase with the commercial register to the shareholder. HSBC Trinkaus & Burkhardt AG, Düsseldorf, is obliged, also towards GRENKELEASING, to contribute the Partial Dividend Rights transferred to it as trustee as contribution in kind and to transfer the new shares subscribed, in accordance with the subscription ratio and the subscription price still to be determined, as trustee to the shareholder according to their choice as well as to retransfer any Partial Dividend Rights or portions thereof not required via the depository banks back to the shareholder. The subscription price will be fixed three days before the subscription period expires, presumably on Friday, May 20, 2016, and published in the German Federal Gazette and on the GRENKELEASING website ( The subscription price is the result in euro of dividing the reference price by 1.08, less a 2.0 % discount on this result, then rounded down to one decimal place and multiplied by 1.08 (the Subscription Price ). The reference price equals the volumeweighted average price (VWAP) of GRENKELEASING shares in euro in the XETRA trading system on the Frankfurt stock exchange on the last trading day (expected to be Thursday, May 19, 2016) before the date on which the Subscription Price is set ( Reference Price ). Therefore, the number of Partial Dividend Rights required to be transferred and contributed in order to receive one new share equals the Subscription Price determined divided by The subscription ratio is the relationship between the result of dividing the Reference Price by 1.08, less a 2.0% discount on this result and rounded down to one decimal place, to one new share (the Subscription Ratio ). The Subscription Ratio will also be published three days before the subscription period expires, presumably on Friday, May 20, 2016 in the German Federal Gazette and on the GRENKELEASING website ( Sample Calculation: * Reference Price 4 : e.g * Subscription Price: Calculation: Result of dividing by 1.08: , less 2.0 %, equal , rounded down to one decimal place: 158.7, multiplied by * Subscription Ratio: 158.7:1, i.e., 1 new share can be received for existing shares (and Partial Dividend Rights as contribution in kind). * Residual Balance: If a shareholder transfers Partial Dividend Rights from 160 shares, in this sample calculation he has transferred 1.3 Partial Dividend Rights in excess. 1.3 Partial Dividend Rights are equal to 1.40 (1.3 x 1.08 = 1.40). This amount is paid out to the shareholder in cash. Therefore, in this example, the shareholder receives one new share and a Residual Balance of 1.40 in cash for 160 Partial Dividend Rights. 4 Please note that for the calculation of the Reference Price, the share prices considered already take into account the dividend payout ("ex-dividend"). Please note further that the Subscription Price and therefore the Subscription Ratio will depend on the actual development of the share price of GRENKELEASING shares and therefore can deviate from the assumed fictive numbers. 5 The division by 1,08 and, after deduction of 2.0% and rounding down to the one decimal place, the multiplication by 1.08 are made to ensure that the Subscription Price to be paid per share when contributing Partial Dividend Rights as well as the Residual Balance are amounts which can be expressed in euro cent. Convenience translation only, the German version shall prevail. 5 / 12

6 * Post Tax Adjustment Amount: In addition, the shareholder receives an amount of 0.42 less WHT for each no-par value share held. Therefore, the amount payable amounts to (i) 0.00 (rounded) for each no-par value share held by a shareholder subject to church tax deduction treatment and (ii) 0.02 (rounded) for each no-par value share held by a shareholder not subject to church tax deduction treatment. In the present sample calculation, a shareholder subject to church tax deduction treatment will receive in addition a Post Tax Adjustment Amount in cash in the amount of 0.00 ( 160 x 0.00 = 0.00), a shareholder not subject to church tax deduction treatment in the amount of 3.20 ( 160 x 0.02 = 3.20). 6 * Overall Payment: In this sample calculation the shareholder would receive the following overall payment for its 160 shares of the Company for which the Scrip Dividend was chosen: The shareholder would receive one new share and 1.40 ( 1.40 Residual Balance and 0.00 Post Tax Adjustment Amount) if subject to church tax deduction treatment or one new share and 4.60 ( 1.40 Residual Balance and 3.20 Post Tax Adjustment Amount) if not subject to church tax deduction treatment. Although the subscription rights will be transferable, they can only be transferred together with the equivalent number of Partial Dividend Rights because the subscription right can only be exercised if the corresponding Partial Dividend Rights are also transferred. There is no plan to trade the subscription rights on the stock exchange. The dividend entitlements as well as the subscription rights inseparably associated with the Partial Dividend Rights resulting from the Company s shares, all of which are held in collective safe custody, will be posted automatically to the depository banks by Clearstream Banking AG, Mergenthalerallee 61, Eschborn, presumably with effect on the evening of May 04, The posting of the Partial Dividend Rights (ISIN DE000A2AA378 / WKN A2A A37) automatically includes the associated subscription rights. It is expected, that as As per May 04, 2016, the existing shares of the Company will be listed ex-dividend and hence also ex-subscription right on the regulated market of the Frankfurt stock exchange. The subscription period is expected to will last from May 04, 2016 to May 23, 2016 (both inclusive). Subscription rights that are not exercised within the prescribed period will expire without compensation in this case shareholders will receive the dividend exclusively in cash. The subscription agent will be is HSBC Trinkaus & Burkhardt AG, Königsallee 21-23, Düsseldorf, Germany. 3. Costs and benefits of the offer for GRENKELEASING GRENKELEASING will not acquire new cash as a result of the Rights Issue Capital Increase since it will receive the Partial Dividend Rights as contribution in kind. To the extent that shareholders opt to receive the dividend as a Scrip Dividend, they contribute their Partial Dividend Rights (after transferring them to HSBC Trinkaus & Burkhardt AG by the latter), which will reduce the dividend to be paid out in cash by GRENKELEASING for the financial year How high the partial dividend amount contributed will be, depends on the extent to which shareholders exercise their right to receive their dividends as a Scrip Dividend, as well as on the Subscription Ratio and Subscription Price for the new shares, which are not yet set. If all shareholders opted to receive the dividend as a Scrip Dividend for their entire share portfolio, and if the subscription price was set, with an assumed, fictive subscription ratio of 158.7:1 at e.g , with the number of 14,754,199 shares currently existing and entitled to dividends (and assuming all shareholders hold shares or 6 Please note that the Post Tax Adjustment Amount of 0.00 and 0.02 is a value rounded down per no-par value share. Since the tax amount to be withheld is not calculated per no-par value share, but for the total dividend entitlement of a shareholder, there may be differences for rounding reasons depending on the number of no-par value shares held. Convenience translation only, the German version shall prevail. 6 / 12

7 an integer multiple of shares), Partial Dividend Rights in a value of approximately 14,754, with an equivalent value of around 15,934, in total would be contributed and thus the dividend to be paid in cash would be reduced by this amount. The costs of the offer for GRENKELEASING including the remuneration to be paid to HSBC Trinkaus & Burkhardt AG, Düsseldorf, Germany, who are handling the transaction, will presumably amount to around 350, (net). 4. Information about exercising the right of choice a) Entitled shareholders aa) Shareholders The right to opt to have the dividend paid (i) exclusively in cash or (ii) as a Scrip Dividend exists for all holders of no-par value registered shares in GRENKELEASING who hold no-par value registered shares of GRENKELEASING at p.m. CEST on the evening of May 03, bb) Relevant point in time Shareholders who hold no-par value registered shares of GRENKELEASING at p.m. CEST on the evening of May 03, 2016 will receive a dividend entitlement in the amount of 1.50 for each no-par value share. Part of this amount, 0.42, is not at the choice of the shareholder and will be paid in cash to all shareholders, regardless of whether they opt for a dividend (i) exclusively in cash or (ii) the Scrip Dividend, less WHT. This partial amount of 0.42 serves to settle any applicable tax obligations of the shareholder (capital yields tax plus solidarity surcharge and church tax, if applicable) with regard to the total dividend right in the amount of 1.50 for each no-par value share. This ensures that no shareholder must provide additional cash payments to settle any applicable tax obligations in case of choosing the Scrip Dividend. Regarding the remaining partial amount of 1.08, which in this document is defined as Partial Dividend Right, each shareholder can choose to receive (i) a cash payment or (ii) contribute it in order to receive new shares in GRENKELEASING. This Partial Dividend Right is inseparably associated with the subscription right. The decisive factor for receiving the dividend entitlement and the subscription rights is that respective shareholders hold the shares on their securities deposit account at p.m. CEST on the evening of May 03, 2016; subsequent additions to or withdrawals from the securities deposit account have no impact on the ownership of the dividend entitlement and subscription right. b) Schedule May 02, 2016 Resolution by the Supervisory Board on the (ex-ante-) approval of the "up- to" capital increase resolution by the Board of Directors May 03, 2016 GRENKELEASING Annual General Meeting May 03, 2016 Resolution by the Board of Directors to raise the share capital by up to 255, [anticipated number of shares carrying dividend rights multiplied by 1,08, divided by the likely Subscription Price, rounded up to the integer number, multiplied by the notional interest in the share capital of each new share of approximately 1.28] by issuing new shares 7 Please note that, in all likelihood, the volume of the capital increase will be substantially lower. Convenience translation only, the German version shall prevail. 7 / 12

8 May 04, 2016 May 04, 2016 May 04, 2016 From May 04, 2016 May 19, 2016 May 20, 2016 May 23, 2016 May 27, 2016 May 30, 2016 June 01, 2016 June 01, 2016 June 02, 2016 June 02, 2016 June 06, 2016 June 06, 2016 Publication of the subscription offer in the German Federal Gazette Posting of dividend entitlements together with the subscription rights inseparably associated with the Partial Dividend Rights to securities deposit account owners according to the depository account balance on the evening of May 03, 2016 Commencement of the subscription period GRENKELEASING shares trade ex-dividend Day on which the Reference Price for the Subscription Ratio is set (VWAP) Day on which the Subscription Price and Subscription Ratio are set and published in the German Federal Gazette and on the GRENKELEASING website ( End of the subscription period, end of the period during which shareholders have the right to exercise their choice Determination of the total number of new shares to be issued More detailed resolutions by the Board of Directors with the approval of the Supervisory Board on making partial use of the Authorised Capital Payout of (i) the cash dividend for those shares for which a dividend exclusively in cash was chosen or no choice was made or (ii) the Partial Dividend Rights for which no subscription of one full share was possible (Residual Balance), as well as of the (iii) Post Tax Adjustment Amount Execution of the contribution agreement relating to the Partial Dividend Rights transferred with HSBC Trinkaus & Burkhardt AG, Düsseldorf, Germany and subscription of the new shares by HSBC Trinkaus & Burkhardt AG, Düsseldorf, Germany Expected date for registration of the consummation of the Rights Issue Capital Increase with the commercial register at the district court of Mannheim Expected date for admission of the new shares to trading on the regulated market of the Frankfurt Stock Exchange (Prime Standard) Expected Bbook transfer of the new shares subscribed Expected first day of trading, inclusion of the new shares in the existing quotation c) Partial exercise of right of choice Shareholders need not make a uniform choice for all their shares (even if they are held in one single securities deposit account) but are free to choose to receive the dividend for each share separately (i) exclusively in cash or (ii) as a Scrip Dividend. However, for each one share, the dividend payment can only be demanded in full (i) exclusively in cash or (ii) as Scrip Dividend. d) Irrevocability of choice Shareholders who have exercised their right of choice cannot revoke their choice after it has been made. e) Information on choosing the dividend exclusively in cash aa) Information on the dividend exclusively in cash It will be proposed to the The Annual General Meeting of GRENKELEASING AG on May 03, 2016 to resolved that a dividend per no-par value GRENKELEASING share of 1.50 shall be paid. Convenience translation only, the German version shall prevail. 8 / 12

9 The dividend, less WHT, is expected to be paid on June 01, 2016 through the depository banks. Due to the choice being given to receiving the dividend in the form of a Scrip Dividend, the settlement of the dividend to be paid exclusively has the following special features: In order to ensure that a shareholder who opts for the Scrip Dividend will not need to provide any new cash payments to settle any applicable tax obligations with regard to the dividend, each shareholder who opts to receive the dividend payment exclusively in cash will receive the dividend in the form of two entries for settlement reasons. The first entry will be the payment in the amount of 0.42 for each no-par value share held less WHT on the total dividend amount of 1.50 for each no-par value share held, i.e., (i) 0.00 (rounded) per no-par value share if the shareholder is subject to church tax, (ii) 0.02 (rounded) per no-par value share if the shareholder is not subject to church tax (Post Tax Adjustment Amount). The second entry which is expected to occur on the same day as the payment of the first entry, i.e., presumably on June 01, 2016, will be in the amount of 1.08 (net), i.e., without further tax deductions, for each no-par value share held by the shareholder, since the WHT for the full dividend amount of 1.50 per no-par value share have been already withheld upon the first entry. 8 bb) Exercising the right of choice to receive the dividend exclusively in cash Shareholders who opt to receive their dividend exclusively in cash need not take any action. f) Information on the Scrip Dividend aa) Partial cash payment Of the dividend entitlement in the amount of 1.50 per no-par value share, the partial amount of 0.42 is not subject to the choice of the shareholder and will be paid in cash to all shareholders in any case, regardless of whether they opt for a dividend (i) exclusively in cash or (ii) the Scrip Dividend, less WHT. This amount of 0.42 will be used to pay the applicable tax duties of the shareholder (capital yields tax including solidarity surcharge and church tax, if applicable) for the total dividend right in the amount of 1.50 per no-par value share. This ensures that no shareholder must provide additional cash payments to settle any applicable tax obligations if choosing the Scrip Dividend. Therefore, the amount payable is (i) 0.00 (rounded) for each no-par value share held for a shareholder subject to church tax deduction treatment and (ii) 0.02 (rounded) for each no-par value share held for a shareholder not subject to church tax deduction treatment (Post Tax Adjustment Amount). 9 bb) Information on the new shares For information on the new shares, see III. 2 above. cc) Calculating the Subscription Price for the new shares The Subscription Price will be set three days before the subscription period expires, presumably on Friday, May 20, 2016, and will be published on the same day in the German Federal Gazette and the website of the Company ( 8 Please note that the Post Tax Adjustment Amount of 0.00 and 0.02 is a value rounded down per no-par value share. Since the tax amount to be withheld is not calculated per no-par value share, but for the total dividend entitlement of a shareholder, there may be differences for rounding reasons depending on the number of no-par value shares held. 9 Please note that the Post Tax Adjustment Amount of 0.00 and 0.02 is a value rounded down per no-par value share. Since the tax amount to be withheld is not calculated per no-par value share, but for the total dividend entitlement of a shareholder, there may be differences for rounding reasons depending on the number of no-par value shares held. Convenience translation only, the German version shall prevail. 9 / 12

10 The Subscription Price is the result in euro of dividing the Reference Price by 1.08, less a 2.0 % discount on this result, rounded down to one decimal place and multiplied by dd) Calculating the Partial Dividend Rights required for subscription and the Subscription Ratio The number of Partial Dividend Rights required to receive one new share equals the determined Subscription Price divided by The Subscription Ratio is the relationship between the result of dividing the Reference Price by 1.08, less a 2.0% discount on this result and rounded down to one decimal place, to one new share. A shareholder s Residual Balance, which is not sufficient to cover subscription to one full new share, is compensated by making a payment in cash. This means that shareholders whose Partial Dividend Rights for which a Scrip Dividend was chosen are not sufficient for one full new share will receive their dividend insofar in cash only, i.e., if the subscription ratio is e.g. 158,7 : 1, then one new share will be granted for 160 shares for which the Scrip Dividend was chosen plus a cash payment for the Residual Balance totaling 1,3 x 1,08 = 1,40. If the Partial Dividend Rights of a shareholder are not sufficient to receive one new share, then the dividend will also be paid in cash only. If the subscription ratio is, as assumed here, 158,7 : 1 and a shareholder chooses to receive the Scrip Dividend for 150 shares (or 150 Partial Dividend Rights), he will not receive a new share, but a Residual Balance in the amount of 162,00 (150 x 1,08 = 162,00) in cash instead. ee) Fees and costs of share subscription Shareholders who opt to receive the Scrip Dividend may incur depository bank fees even though GRENKELEASING will pay an amount of 1.50 per depository account to the depository banks as compensation. Please consult your depository bank on the details. Costs charged to you as securities deposit account customers by depository banks cannot be refunded by GRENKELEASING or by HSBC Trinkaus & Burkhardt AG, Düsseldorf, Germany. HSBC Trinkaus & Burkhardt AG will not charge any additional fee to shareholders choosing the Scrip Dividend for the settlement of subscription rights. ff) Exercising the right of choice to receive the Scrip Dividend Shareholders who opt to receive their dividend as a Scrip Dividend must notify their depository bank of the fact that they wish to exercise their subscription right and that they are transferring the Partial Dividend Rights for subscription rights to HSBC Trinkaus & Burkhardt AG, Düsseldorf, Germany by filling in and signing the form provided by their depository bank. This form must be returned during normal bank business hours by May 23, The Partial Dividend Rights are transferred to HSBC Trinkaus & Burkhardt AG, Düsseldorf, Germany as trustee on the condition that HSBC Trinkaus & Burkhardt AG, Düsseldorf, transfers the Partial Dividend Rights transferred as contribution in kind to GRENKELEASING for subscription of new shares at the Subscription Ratio and Subscription Price still to be determined, in its own name, but for the shareholder s account, with the obligation, to transfer the shares to the respective shareholders following subscription and registration of the consummation of the Rights Issue Capital Increase with the commercial register. gg) Posting the new shares The new shares are expected to be delivered to the acquiring shareholders on June 06, Convenience translation only, the German version shall prevail. 10 / 12

11 5. Admission to trading on the stock exchange Admission of the new shares to trading on the regulated market of the Frankfurt Stock Exchange as well as to the regulated market subsection with additional post-admission obligations (Prime Standard) on the Frankfurt Stock Exchange is expected to take place on June 02, Listing of the new shares on the regulated market of the Frankfurt Stock Exchange is expected to start on June 06, 2016 when the new shares are included in the quotation of the existing shares. 6. Tax treatment The following overview of the tax treatment of the dividend does not claim to provide all the necessary information and is no substitute for consulting with a tax advisor. 10 In the case of dividends on shares held in collective safe custody, the depository banks or, if the shares are held directly or indirectly abroad, the German collective securities holder (so-called paying entity) must withhold the WHT and transfer it to the competent tax authority. The WHT amounts to a maximum of 28 % of the total dividend, including solidarity surcharge and church tax. 11 This amount is covered by the partial amount of 0.42 to be paid as a dividend in cash in any case of the full dividend. The paying entities can withhold the WHT for the full dividend entitlement from this amount and transfer it to the competent tax authority. Any remaining residual amount must be paid to the shareholders. Therefore, the withholding and transfer of the WHT for the total dividend entitlement will be made by the paying entities. Thus, for the shareholder, the withholding and transfer of the WHT are made in the same manner for the Scrip Dividend as for the dividend payment exclusively in cash. The WHT arises with the accrual of the dividend income. The paying entity must withhold the taxes at that point in time. From a tax perspective, this point in time occurs on June 01, 2016 for both the dividend payment exclusively in cash and the Scrip Dividend. On that date, the payment of the dividend exclusively in cash and the transfer of the Partial Dividend Rights to GRENKELEASING in the course of the Rights Issue Capital Increase are expected to occur. The relevant tax base for the WHT does not depend on whether the choice is being made in favour of a Scrip Dividend or the point in time at which the dividend is paid/received since the tax base for the WHT is exclusively the amount of the dividend entitlement. 12 Therefore, a valuation of the dividends "exchanged" for shares as a dividend in kind is not required. In the opinion of the tax authorities, the exercise of the subscription rights by the shareholders does not lead to a taxable capital gain so that no further duty to pay or withhold taxes arises on behalf of the banks or the shareholders. 10 The overview of the tax treatment refers to the standard scenario of a natural person receiving the dividend who is subject to unlimited tax liability in Germany (unbeschränkte Steuerpflicht), who holds the shares as private assets, and who has not presented an exemption or non-assessment certificate. 11 Dividends paid are generally subject to a withholding capital yields tax of 25 % and a solidarity surcharge raised on the capital yields tax of 5,5 % (hence a total of %). In case of church tax liability the paying entity withholds church tax in accordance with the church tax deduction, if the procedure wasn t locked by the shareholder. In this case the withholding tax is increased by the amount of the church tax (8 % in Baden-Württemberg and Bavaria, 9 % in all other German states (Bundesländer)) to % or 27,995 %, respectively. Generally, the WHT must be withheld in its full amount, regardless whether and to what extent the dividend may be tax-exempt at the level of the shareholder and whether the shareholder is subject to unlimited or limited tax liability in Germany. A deviating withholding of WHT may occur in certain circumstances (e.g. exemption certificate, non-assessment certificate, or a certificate for exemption from or reduction of withholding capital yields tax as a result of a double-tax agreement). 12 The tax base for the WHT assuming shareholders resolve the proposal for the appropriation of unappropriated surplus for the financial year 2015 is a dividend entitlement in the amount of 1.50 per no-par value share. Convenience translation only, the German version shall prevail. 11 / 12

12 The Rights Issue Capital Increase of GRENKELEASING will not be carried out by converting reserves so that 1 of the German Capital Increase Tax Act (Kapitalerhöhungsteuergesetz) does not apply. 7. Later submission of further information The details which have been left open in this information document pursuant to 4 (1) no. 4 and 4 (2) no. 5 WpPG such as the Subscription Price and the number of subscription rights necessary to receive one new share will be published in the German Federal Gazette and on the GRENKELEASING website at Please note that the Annual General Meeting of the Company on May 03, 2016 resolved under agenda item 6 to change the name of the Company from "GRENKELEASING AG" to "GRENKE AG" and to amend 1 (1) of the Company's Articles of Association as follows: "(1) The name of the Company is GRENKE AG." This change of name will be effective as of the date of its entry into the commercial register of the Company, which will presumably be effected within the next days. Baden-Baden, March 21 May 04, 2016 GRENKELEASING AG Jörg Eicker Mark Kindermann Convenience translation only, the German version shall prevail. 12 / 12