Annual General Meeting

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Annual General Meeting 2019

All the information on the 2019 GRENKE AGM can be viewed here.

The Annual General Meeting 2019 of GRENKE AG took place on Tuesday May 14, 2019 in Baden-Baden, Kongresshaus, Augustaplatz 10, D-76530 Baden-Baden at 11:00 a.m. 

 
If you have any questions concerning the Annual General Meeting of GRENKE AG please use our homepage or contact directly GRENKE AG. 

GRENKE AG 
Investor Relations
Neuer Markt 2 
76532 Baden-Baden, Germany 

Phone: +49-7221/5007-0
Fax: +49-7221/5007-4218 

E-mail: hauptversammlung@grenke.de

 

DOCUMENTS TO THE 2019 ORDINARY AGM

Notes on item 1

 

Item 1 of the Agenda is the Presentation of the adopted financial statements of GRENKE AG and the approved consolidated financial statements as at 31 December 2018, of the summarised management report for GRENKE AG and the Group, of the report of the Supervisory Board as well as of the explanatory report of the Management Board on the information stipulated in sections 289a (1) and 315a (1) of the German Commercial Code (Handelsgesetzbuch – HGB) in each case for the 2017 financial year.

 

In line with legal regulations, no resolution is intended on this item of the agenda.

 

The annual financial statements of GRENKE AG for the 2018 financial year have been reviewed and approved by the Supervisory Board. They have therefore been adopted in accordance with section 172 AktG. The special case provided for under section 173 of the Aktiengesetz (AktG – German Stock Corporation Act), whereby it is the responsibility of the Annual General Meeting to adopt the annual financial statements if the Board of Directors and the Supervisory Board so resolve, does not apply.

 

The consolidated financial statements of the GRENKE AG Group as at December 31, 2018 were also approved by the Supervisory Board, hence no resolution by the Annual General Meeting is required on this matter.

 

The law also does not intend a resolution by the Annual General Meeting on the other documents listed under item 1 of the agenda to be presented to the Annual General Meeting.

 

Item 2 of the agenda concerns the resolution on the appropriation of the unappropriated surplus.

 

This text 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.

The Supervisory Board proposes to elect the following persons to the Supervisory Board:


a) Ms Claudia Krcmar, Baden-Baden, Germany, Managing Director of AMPIT GmbH, Baden-Baden, to be elected to the Supervisory Board with effect from the end of this Annual General Meeting for a term of office until the end of the Annual General Meeting that resolves on the discharge of the Supervisory Board members for the 2021 fiscal year

b) Mr Heinz Panter, Baden-Baden, Germany, independent business consultant, to be elected to the Supervisory Board with effect from the end of this Annual General Meeting for a term of office until the end of the Annual General Meeting that resolves on the discharge of the Supervisory Board members for the 2021 fiscal year.

c) Dr Ljiljana Mitic, Munich, Germany, Independent business consultant and partner at Impact51 AG, Küsnacht, Switzerland, and managing director of Venture Value Partners GmbH, Munich, to be elected to the Supervisory Board with effect from the end of this Annual General Meeting for a term of office until the end of the Annual General Meeting that resolves on the discharge of the Supervisory Board members for the 2023 fiscal year.

d) Mr Florian Schulte, Baden-Baden, Germany, Business Administration Graduate, Managing Director of Fines Holding GmbH, Baden-Baden, and S.K. Management- und Beteiligungs GmbH, Baden-Baden, to be elected to the Supervisory Board with effect from the end of this Annual General Meeting for a term of office until the end of the Annual General Meeting that resolves on the discharge of the Supervisory Board members for the 2023 fiscal year.

The GRENKE AG Supervisory Board is composed of six members to be exclusively elected by shareholders. According to the recommendation of Item 5.4.1 (4) of the GCGC (German Corporate Governance Code), it is stated that, in the opinion of the Supervisory Board, four of the six members to be elected by shareholders should be independent members. In the opinion of the Supervisory Board, all of the candidates proposed for election to the Supervisory Board under Agenda Item 6 are independent as defined by Item 5.4.2 GCGC.

Grant of proxy and instructions to the proxy holders of GRENKE AG

 

Proxy representation 


Shareholders who do not wish to or cannot attend the Annual General Meeting in person can exercise their voting rights by a proxy with a corresponding power of attorney, for example, a bank or shareholders’ association. Also, in this case, timely registration is required. A form for appointing a power of attorney will be sent with the ticket. The power of attorney and voting instruction forms can also be requested at the Company’s postal address below, by fax at +49 7221 / 5007-4218, email at hauptversammlung@grenke.de or downloaded from the Internet at www.grenke.de/grenke-group/investor-relations/general-meeting. Granting a power of at-torney, its revocation and proof of authorisation for the Company must be in writing. Proof of authorisation may also be submitted to the Company by email at the following email address: hauptversammlung@grenke.de. 


Generally, there are special aspects to be taken into consideration when authorising banks, shareholders’ associations or equivalent persons and institutions pursuant to Section 135 (8) and (10) AktG that can be obtained from the respective proxy. 


We also offer our shareholders the option to appoint Company-nominated proxies prior to the Annual General Meeting. The proxies may only exercise voting rights in accordance with the express instructions given. The power of attorney is invalid without instructions. Shareholders who wish to grant a power of attorney to Company-nominated proxies require a ticket to the Annual General Meeting. Shareholders receive the necessary documents and information together with the ticket. The power of attorney with the proxy voting instructions must be re-ceived by GRENKE AG by midnight (CEST), May 2, 2018, at the following address: 


GRENKE AG
c/o Computershare Operations Center 
80249 Munich 
Fax: +49 89 30903-74675 
Email: anmeldestelle@computershare.de


Shareholders will receive additional information on the power of attorney procedure with their ticket. Related information is also available at www.grenke.de/grenke-group/investor-relations/general-meeting


This text 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.
 

According to Section 49 (1) no. 1 WpHG, we hereby disclose the following: On the date of calling the Annual General Meeting, the total number of shares of GRENKE AG amounted to 46,353,918 no-par value registered shares. Each share grants one vote at the Annual General Meeting. The Company held no treasury shares at the time of calling the Annual General Meeting. As a result, the total number of participating and voting shares amounts to 46,353,918 shares.


This text 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. 
 

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


Shareholders whose shareholdings represent one-twentieth of the share capital or the proportionate amount of EUR 500,000 may request items to be set on the agenda and publicised. Each request must be accompanied with its substantiation or a draught resolution. Applicants shall provide evidence of their share ownership for a period of at least 90 days prior to the date the request is received and state that they will continue to hold the shares until the Board of Directors has decided on their request. 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 midnight (CEST), April 13, 2019. Please direct requests for additions to the following address: 


GRENKE AG
Board of Directors
c/o Investor Relations
Neuer Markt 2
76532 Baden-Baden


Any requests for additions to the agenda that are not included in the Notice of the Annual General Meeting will be publicised immediately upon receipt in the Federal Gazette and similar media where it may be assumed that the information will be disseminated throughout the European Union. These requests will also be published on the Company’s website at www.grenke.de/grenke-group/investor-relations/general-meeting

 

Within the statutory period no requests for additions to the agenda by shareholders were received.

This text 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.
 

Shareholder countermotions and nomination proposals pursuant to Sections 126 (1) and 127 AktG and other shareholder inquiries 


Shareholders’ countermotions and their substantiation with respect to a proposal of the Board of Directors and / or Supervisory Board under a specific agenda item, as well as nomination proposals or other inquiries from shareholders with respect to the Annual General Meeting, together with the name of the shareholder, should be submitted to 


GRENKE AG
Investor Relations
Neuer Markt 2
76532 Baden-Baden
Fax: +49 7221 / 5007-4218
or sent by email to
hauptversammlung@grenke.de


Countermotions and nomination proposals addressed otherwise will not be considered. 


Shareholder countermotions and nomination proposals to be publicised, including the shareholder’s name and substantiation, will be published at www.grenke.de/grenke-group/investor-relations/general-meeting immediately upon their receipt, provided the Company receives these at least 14 days before the date the Annual General Meeting, i.e. no later than midnight (CEST), April 29, 2019. Any comments by the Company’s management will be published at the above Internet address. 


Please also see the notification requirements under Section 33 et seq. of the German Securities Trading Act (Wertpapierhandelsgesetz – WpHG) 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 44 WpHG.


Regardless of the option to make countermotions and nomination proposals pursuant to the paragraphs above, shareholders may also submit motions and nomination proposals to the agenda items at the Annual General Meeting without requiring any notice, publication or other special action prior to the Annual General Meeting. 

 

Within the legal period no counter-petitions were received.


This text 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.
 

Broadcast of the Annual General Meeting over the internet 


Shareholders who do not have an opportunity to participate in person at the Annual General Meeting, as well as the interested public, may follow the Board of Directors address and the subsequent general debate on the internet at the following link: 


The live stream broadcast is in accordance with Section 13 (5) of the Articles of Association of GRENKE AG. This live stream broadcast may be viewed not only by the GRENKE AG shareholders, but is also available to the public. We will provide a simultaneous translation of the broadcast in English (the Board of Directors speech only) for interested parties who do not speak German. However, this translation is provided only for the sake of better understanding and therefore does not claim to be correct or complete. 


Please note that viewing the live stream broadcast does not constitute participation in the Annual General Meeting and does not facilitate the exercise of shareholder rights. In addition, neither a complete, error-free broadcast nor a complete, error-free translation is guaranteed, particularly with respect to the organisational and technical implementation of the broadcast.

 

Please click here (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: hauptversammlung@grenke.de


This text 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.
 

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