Grenke : Shareholder's rights

SHAREHOLDERS' RIGHTS

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 500,000.00 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 (CET) on March 30, 2024. The provisions of Section 121 (7) AktG apply accordingly.

Corresponding requests will only be accepted at 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/.

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

[e-mail]

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 April 15, 2024, 24:00 hours (CEST). Any comments by the administration will also be published at the aforementioned Internet address.

Countermotions and election proposals, including reasons for countermotions, are not required to be made accessible pursuant to Section 126 (2) AktG under the following conditions:

1. If making the countermotion accessible would cause the Board of Directors to render itself liable to prosecution.
2. If the countermotion would lead to a resolution of the Annual General Meeting being made unlawful or contrary to the Articles of Association.
3. If the statement of reason is obviously false or misleading in material respects or it contains insults.
4. If a countermotion of the shareholder based on the same facts has already been made available for an Annual General Meeting of the Company pursuant to Section 125 AktG.
5. If the same countermotion of the shareholder with essentially the same substantiation has already been made accessible to at least two Annual General Meetings of the Company pursuant to Section 125 AktG in the last five years and less than one-twentieth of the capital stock represented voted in favour of it at the Annual General Meeting.
6. If the shareholder indicates that he/she will not attend the Annual General Meeting and will not be represented.
7. If the shareholder has failed to make or has not caused to be made a countermotion communicated by him/her at two Annual General Meetings in the last two years.

The statement of reason need not be made available if it exceeds a total of 5,000 characters.

If several shareholders submit countermotions on the same subject matter of the resolution, the Board of Directors is permitted to combine the countermotions and their statements of reason in accordance with Section 126 (3) 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.

Rights to information pursuant to Section 131 (1) AktG

Each shareholder or shareholder representative shall, upon request, be provided by the Board of Directors at the Annual General Meeting with information on the affairs of the Company, including the legal and business relations with affiliated companies, as well as on the situation of the Group and the companies included in the consolidated financial statements, to the extent that such information is necessary for a proper evaluation of the item on the agenda.

Pursuant to Section 131 (3) AktG, the Board of Directors may refuse to provide information in the following cases:

1. When, according to sound business judgment, the provision of the information is likely to cause more than an inconsiderable disadvantage to the Company or an affiliated company.
2. When the information relates to tax valuations or individual tax amounts.
3. When it concerns the difference between the value at which items have been recognised on the annual balance sheet and a higher value of such items, unless the Annual General Meeting approves the annual financial statements.
4. When it concerns the accounting and valuation methods, insofar as the disclosure of these

methods in the notes to the financial statements is sufficient to provide a true and fair view of the net assets, financial position and results of operations of the Company as defined by Section 264

1. of the German Commercial Code; this shall not apply if the Annual General Meeting adopts the annual financial statements.

1. When the Board of Directors would render itself liable to prosecution by providing the information.
2. When in the case of a bank, financial services institution or securities institution, information need not be provided on the accounting and valuation methods applied and netting undertaken in the annual financial statements, management report, consolidated financial statements or group management report.
3. When the information was continuously accessible on the Company's website for at least seven days prior to the beginning and during the Annual General Meeting.

Information may not be refused for other reasons.

If a shareholder has been provided with information outside of the Annual General Meeting on account of his/her capacity as a shareholder, such information shall be provided to any other shareholder at his/her request during the Annual General Meeting, even if this is not required for a proper assessment of the agenda item. In such a case, the Board of Directors may not refuse to provide the information in accordance with the aforementioned agenda items 1 to 4.

If a shareholder is refused information, the shareholder may request that his/her question and the reason for which the information was refused be recorded in the minutes of the meeting.

Furthermore, pursuant to Article 14 (3) of the Company's Articles of Association, the chair of the meeting may impose reasonable time limits on the shareholders' right to speak and ask questions. Above all, the chair is entitled at the beginning and during the Annual General Meeting to set a reasonable time limit for the meeting's duration, as well as for the discussion of the individual agenda items and the individual questions and speeches.

These shareholders' rights are based on the provisions of the German Stock Corporation Act (AktG), which also specifies the conditions under which the provision of information may be waived. These shareholders' rights, as well as the provisions of Article 14 (3) of the Company's Articles of Association, are reproduced (in extracts) in Appendix 3 of this document (see below).

Appendix to shareholders' rights pursuant to Section 122 (2), Section 126 (1), Section 127 and Section 131 (1) AktG

The aforementioned shareholders' rights are based on the following provisions (in extracts):

1. On requests for additions to the agenda pursuant to Section 122 (2) AktG Section 122 AktG - Convening a meeting at the request of a minority (extract)

"(1) The general meeting shall be convened if shareholders whose shares together amount to one-twentieth of the share capital request such a meeting in writing, stating the purpose and reasons for such request. The request must be addressed to the board of directors. The articles of association may base the right to request the convening of the general meeting on a different form and the holding of a lower proportion of the share capital. The requesting shareholders must prove that they have held the shares for at least 90 days prior to the date the request is received and that they will continue to hold the shares until the board of directors decides on the request. Section 121 (7) shall apply accordingly.

1. In the same manner, 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 the reasons or a draft resolution. The request, as defined in sentence 1, must be received by the company at least 24 days prior to the meeting and, in the case of listed companies, at least 30 days prior to the meeting. The day of receipt shall not be counted in determining the number of days."

Section 121 AktG - General information (extract)

"(7) In calculating deadlines and dates prior to the meeting, the day of the meeting shall not be included. A postponement from a Sunday, a Saturday or a public holiday to a preceding or subsequent working day shall not be considered. Sections 187 through 193 of the German Civil Code (BGB) shall not apply accordingly. In the case of non-listed companies, the articles of association may stipulate a different calculation of the deadline."

Section 70 AktG - Calculation of the shareholding period

"In cases where exercising rights from shares is dependent on the shareholder having held the shares for a certain period of time, a claim for transfer of ownership against a credit institution, a financial services institution, a securities institution or a company operating in accordance with Section 53 (1) sentence 1, or Section 53b (1) sentence 1, or (7) of the German Banking Act shall be deemed equivalent to ownership. The period of ownership of a legal predecessor shall be attributed to the shareholder if the shareholder has acquired the share free of charge, from the shareholder's trustee, as a universal successor, in the course of a distribution of assets among a community or as part of a portfolio transfer pursuant to Section 13 of the Insurance Supervision Act (VAG) or Section 14 of the Building Societies Act (BSpKG)."

2. On shareholder countermotions and election proposals pursuant to Sections 126 (1) and 127 AktG and other shareholder requests

Section 126 AktG - Shareholder motions (extract)

"(1) Shareholder motions, including the shareholder's name, reasons, and any statements by the management, shall be made available to the authorised persons specified in Section 125 (1) through (3) under the conditions specified therein provided the shareholder has submitted a countermotion against a proposal of the board of directors and the supervisory board on a specific agenda item, together with the reasons, to the address specified for this purpose in the notice convening the meeting at least 14 days before the meeting of the company. The day of receipt shall not be counted when calculating the number of days. In the case of listed companies, access must be provided via the company's website. Section 125 (3) applies accordingly.

1. A countermotion and its reasons are not required to be made accessible when
2. 1. making the countermotion accessible would cause the board of directors to render itself liable to prosecution,
   2. the countermotion would lead to a resolution of the general meeting being made unlawful or contrary to the articles of association,
   3. the statement of reason is obviously false or misleading in material respects or it contains insults,
   4. the shareholders' countermotion based on the same facts has already been made available for a general meeting of the company pursuant to Section 125,
   5. the same countermotion of the shareholder with essentially the same substantiation has already been made accessible to at least two general meetings of the company pursuant to Section 125 in the last five years, and less than one-twentieth of the capital stock represented voted in favour of it at the general meeting,
   6. the shareholder indicates that he/she will not attend the general meeting and will not be represented, or
   7. the shareholder has failed to make or to cause to be made a countermotion communicated by him/her at two general meetings in the last two years.

The statement of reason need not be made available if it exceeds a total of 5,000 characters.

1. If several shareholders submit countermotions on the same subject matter of the resolution, the board of directors is permitted to combine the countermotions and their statements of reason."

Section 127 AktG - Election proposals by shareholders

"Section 126 shall apply mutatis mutandis to shareholder proposals for the election of a candidate to the supervisory board members or as the auditor. The election proposals do not need to be substantiated. The board of directors also does not need to make the election proposal accessible if it does not contain the information pursuant to sections 124 (3) sentence 4 and 125 (1) sentence

5. The board of directors must include the following information in the shareholder's proposal for election to the supervisory board of a listed company to which the German Co-Determination Act, the German Act on Co-Determination in the Coal, Iron and Steel Industry, or the Co- Determination Supplementary Act applies:

1. A reference to the requirements of Section 96 (2),
2. an indication of whether the complete fulfilment pursuant to Section 96 (2) sentence 3 has been objected to, and
3. an indication of the minimum number of seats on the supervisory board that must be held by women and men in order to meet the required minimum quota pursuant to Section 96
   (2) sentence 1."

Section 124 AktG - Notice by publication of requests for supplements; proposals for resolutions (extract)

"(3) [...] The proposal for election of a candidate to the supervisory board or as the auditor must state their name, profession and place of residence. [...]"

Section 125 AktG - Notifications for shareholders and to supervisory board members (extract)

"(1) [...] In the case of listed companies, a proposal for the election of a candidate to the supervisory board shall be accompanied by information on the proposed candidate's membership on other statutory supervisory boards and information on the proposed candidate's membership on comparable domestic and foreign supervisory bodies of commercial enterprises."

3. On right to seek information pursuant to Section 131 AktG Section 131 AktG - Shareholder's right to seek information (extract)

"(1) Upon request, each shareholder shall be provided information on company matters by the board of directors at the general meeting to the extent that such information is necessary for the proper assessment of an agenda item. The duty to provide information also extends to the company's legal and business relationships with an affiliated company. If a company makes use of the exemptions pursuant to Section 266 (1) sentence 3, Section 276, or Section 288 of the German Commercial Code (HGB), each shareholder may request that the annual financial statements be presented to him or her at the general meeting in the form that they would have without these exemptions. The duty of the board of directors of a parent company (Section 290 [1], [2] HGB) to provide information at the general meeting to which the consolidated financial statements and the group management report are presented also extends to the situation of the group and the companies included in the consolidated financial statements.

[…]

1. The information must comply with the principles of conscientious and faithful accountability. The articles of association or the rules of procedure pursuant to Section 129 may authorise the chair of the meeting to limit the shareholder's right to ask questions and speak for a reasonable

period of time and to determine the further details.

1. The board of directors may refuse to provide information when
2. 1. according to sound business judgment, the provision of the information is likely to cause more than an inconsiderable disadvantage to the company or an affiliated company;
   2. the information relates to tax valuations or individual tax amounts;
   3. it concerns the difference between the value at which items have been recognised on the annual balance sheet and a higher value of such items, unless the general meeting approves the annual financial statements;
   4. it concerns the accounting and valuation methods, insofar as the disclosure of these methods in the notes to the financial statements is sufficient to provide a true and fair view of the net assets, financial position and results of operations of the company as defined by Section 264 (2) of the German Commercial Code (HGB); this shall not apply if the general meeting adopts the annual financial statements;
   5. the board of directors would render itself liable to prosecution by providing the information;
   6. in the case of a bank, financial services institution or securities institution, information need not be provided on the accounting and valuation methods applied and netting undertaken in the annual financial statements, management report, consolidated financial statements or group management report; or
   7. the information was continuously accessible on the company's website for at least seven days prior to the beginning and during the general meeting.

Information may not be refused for other reasons.

1. When, due to the shareholder's capacity as a shareholder, he or she has been provided with information outside of the general meeting, this information must be provided to any other shareholder requesting that information during the general meeting, even if this is not necessary to properly assess the agenda item. In the case of a virtual general meeting, it must be ensured that every shareholder connected electronically to the meeting can submit their request in accordance with sentence 1 by means of electronic communication. The board of directors may not refuse to provide information in accordance with paragraph 3 sentence 1 nos. 1 through 4. Sentences 1 through 3 shall not apply when a subsidiary (Section 290 [1] and [2] HGB), joint venture (Section 310 [1] HGB) or an associated company (Section 311 [1] HGB) provides the information to a parent company (Section 290 [1] and [2] HGB) for the purpose of including the company in the parent company's consolidated financial statements and the information is required for this purpose.
2. If a shareholder is denied information, the shareholder may request that his or her question and the reason for which the information was denied be recorded in the minutes of the meeting.
   [...]"

Section 14 of the GRENKE AG Articles of Association (extract)

"(3) The chairperson of the Annual General Meeting may place reasonable limitations on the shareholder's right to speak and ask questions. At the beginning of or during the Annual General Meeting, the chairperson is expressly authorised to establish a reasonable timeframe for the course of the meeting, for discussion of the individual agenda items, and for presenting individual questions and speaking."

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 original, the German original shall prevail.