Baden-Baden. Invitation to the Annual General Meeting

Transcription

1 Baden-Baden Securities identification no ISIN DE Invitation to the Annual General Meeting We hereby invite our shareholders to the Annual General Meeting to be held at am on Thursday, 10 May 2012, at the Baden-Baden Kongresshaus, Augustaplatz 10, Baden-Baden, Germany. 1. Presentation of the adopted financial statements of GRENKELEASING AG and the approved consolidated financial statements as at 31 December 2011, of the management report for and the Consolidated Group, of the report of the Supervisory Board as well as of the explanatory report of the Board of Directors on the information stipulated in sections 289(4) and 315(4) of the German Commercial Code (Handelsgesetzbuch HGB) in each case for the 2011 financial year. The above documents have been published on the Internet and can be inspected at They will also be sent promptly and free of charge to any shareholder who requests them. 2. Resolution on the appropriation of the unappropriated surplus of The Board of Directors and the Supervisory Board propose that the unappropriated surplus of the company as at 31 December 2011 in the amount of EUR 22,284, be appropriated as follows: Unappropriated surplus EUR 22,284, Distribution of a dividend of EUR 0.75 per share to a total of 13, shares EUR 10, Allocation to other retained earnings EUR 11,000, Profit carryforward EUR 1,021, The dividend will be distributed on 11 May Resolution on the ratification of the actions of the members of the Board of Directors for the 2011 financial year

2 2 The Board of Directors and the Supervisory Board propose the ratification of the actions of the members of the Board of Directors for the 2011 financial year. 4. Resolution on the ratification of the actions of the members of the Supervisory Board for the 2011 financial year The Board of Directors and the Supervisory Board propose the ratification of the actions of the members of the Supervisory Board for the 2011 financial year. 5. Resolution on the appointment of the auditor of the annual and consolidated financial statements for the 2012 financial year At the recommendation of the Audit Committee, the Supervisory Board proposes that Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft, Stuttgart, be appointed as the auditor of the annual and consolidated financial statements for the 2012 financial year. The auditor will also perform the review of the half-yearly financial report for the 2012 financial year if one is issued. Participation in the Annual General Meeting All shareholders who register by submitting special proof of share ownership to the company at the following address by the close of 3 May 2012 are authorised, pursuant to section 13(1) of the Articles of Association of, to participate in the Annual General Meeting, to exercise their right to vote and to bring motions: c/o Deutsche Bank AG Securities Production - General Meetings - P.O. Box Frankfurt/Main Fax: WP.HV@Xchanging.com The proof of share ownership by the custodian bank or financial services institution must refer to the beginning of the 21st day before the Annual General Meeting in other words, to 19 April 2012 at 12:00 midnight (CEST) (proof of ownership deadline). With respect to the company, only a person who has produced proof of entitlement to participate in the Annual General Meeting and exercise the right to vote as a shareholder may participate in the Annual General Meeting or exercise the right to vote. That means that shareholders who did not acquire their shares until after the proof of ownership deadline cannot participate in the Annual General Meeting. Shareholders who sell their shares after the proof of ownership deadline, if they have registered and presented proof of their shareholding in a timely manner, are nevertheless entitled to participate in the Annual General Meeting and to exercise voting rights. The proof of ownership deadline has no effect on the alienability of the shares and is not a relevant date for entitlement to dividends. As with registration, the

3 3 proof of ownership of shares of the company must reach the above address no later than 3 May The registration and the proof of share ownership must be in text form and be in German or English. Shareholders who have requested a ticket to the Annual General Meeting through their custodian bank in a timely manner need make no further arrangements. In such cases, the registration and proof of share ownership will be undertaken by the custodian bank. Proxy voting Shareholders who do not wish (or who are unable) to participate in the Annual General Meeting in person can exercise their right to vote through a proxy holder who has been granted a corresponding proxy, e.g. through a bank or shareholder association. Timely registration and proof of share ownership are also required in such cases. A form for issuing a proxy will be sent with the ticket. The proxy and instruction forms can also be requested from the company by writing to the postal address given below, by fax (fax no.: +49 (0) ) or by investor@grenke.de or can be downloaded from the website at The grant of the proxy, its revocation and proof of the proxy to the company must be in text form. Proof of the proxy can also be sent to the company by at the following address: investor@grenke.de. When proxy is granted to banks, shareholder associations or equivalent persons and institutions pursuant to sections 135(8) and 10 AktG, details to be considered must normally be enquired of the party granting the proxy. In addition, we offer our shareholders the option of granting proxy, prior to the Annual General Meeting, to proxy holders appointed by the company who are bound to follow shareholders instructions. The proxy holder can only exercise the right to vote in accordance with expressly issued instructions. The proxy is invalid without instructions. Shareholders who wish to issue a proxy to the proxy holders appointed by the company require a ticket to the Annual General Meeting. Shareholders receive the necessary documents and information together with their tickets. The proxies with instructions to the proxy holders must be received by by no later than midnight (CEST) on 7 May 2012 (date of receipt) at the following address: c/o ITTEB GmbH & Co. KG Vogelanger Scheuring Fax: +49 (0) grenke2012@itteb.de Proxies that arrive later can unfortunately no longer be considered.

4 4 Shareholders will receive additional information on the proxy procedure together with their tickets. Corresponding information can also be found on the internet at Requests for additions to the agenda pursuant to section 122(2) AktG Shareholders with shares aggregating one twentieth of the share capital or totalling EUR 500, can request that items be placed on the agenda and published. A statement of grounds or a proposed resolution must accompany each new item. The request must be received by the company by no later than midnight (CEST) on 9 April Requests for additional items received after this will not be considered. Please address corresponding requests for additional items to the following address: Investor Relations Neuer Markt Baden-Baden Fax: +49 (0) investor@grenke.de Requests for additions to the agenda that must be published, if not announced with the invitation, are published immediately upon receipt in the electronic Bundesanzeiger (German Federal Gazette) and forwarded for publication to such media that it can be assumed that they will distribute the information throughout the entire European Union. They will also be published on the website at Countermotions and nominations by shareholders in accordance with sections 126(1) and 127 AktG and other requests from shareholders We request that counter motions with a statement of grounds against a proposal by the Board of Directors and the Supervisory Board on a particular item of the agenda, shareholder nominations for the appointment of auditors and other requests by shareholders at the Annual General Meeting be sent together with proof of shareholder status exclusively to the above address where requests for additions to the agenda are to be addressed. Countermotions and nominations that are addressed elsewhere cannot be considered. We will publish countermotions and nominations by shareholders that are subject to disclosure, including the name of the shareholder and explanatory statements that are subject to disclosure, immediately upon their receipt on the website at provided that they reach us at least 14 days before the day of the Annual General Meeting, that is by no later than midnight (CEST) on 25 April Any responses by the management will also be published at the above website. Please also see the notification requirements under section 21 et seq. of the Wertpapierhandelsgesetz (WpHG German Securities Trading Act) and the legal consequences of the suspension of all rights arising from the shares in the event of violations of a notification requirement as stipulated in section 28 WpHG.

5 5 Right to information pursuant to section 131(1) AktG On request, the Board of Directors will provide each shareholder information at the Annual General Meeting concerning the affairs of the company, including the legal and business relations of the company with its affiliates and the condition of the Group and of companies included in the consolidated financial statements, provided that the information is required to make a proper assessment of the item of the agenda. Further explanations Further explanations on the rights of the shareholders under sections 122(2), 126(1), 127 and 131(1) AktG can be found on the website at Total number of shares and voting rights Pursuant to section 30b(1) no. 1 WpHG, we announce that, at the time of convening the Annual General Meeting, the total number of shares of amounts to 13,684,099 bearer shares. Each share grants one vote at the Annual General Meeting. The company holds no treasury shares at the time the meeting is convened. The total number of shares entitled to participate and vote is 13,684,099. Broadcast of the Annual General Meeting on the Internet Shareholders who do not have the opportunity to attend the Annual General Meeting in person, in addition to interested members of the public, can watch the Board of Directors address and the subsequent general debate on the Internet at The voting results will also be published on the website after the Annual General Meeting. Information and documents for the Annual General Meeting pursuant to section 124a AktG The details, explanations and information required by law in accordance with section 124a AktG with regard to this year s Annual General Meeting can be accessed on the following website of : Baden-Baden, March 2012 The Board of Directors This agenda is published in German and as an English translation. In the event on any conflict or inconsistency between the English and the German versions, the German original shall prevail.