Invitation to the Annual General Meeting Grenke

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					                                 Baden-Baden
                               ISIN DE0005865901

                 Invitation to the Annual General Meeting

We hereby invite our shareholders to the Annual General Meeting, to be held at the
Kongresshaus Baden-Baden, Augustaplatz 10, 76530 Baden-Baden/Germany, at 11
a.m. on Tuesday, 10 May 2011.


1.    Presentation of the adopted financial statements of GRENKELEASING
      AG and the approved consolidated financial statements as at 31
      December 2010, of the management report for GRENKELEASING AG and
      the 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 2010 financial year.

      The above documents have been published on the Internet and can be
      inspected at http://www.grenke.de/investor. They will also be sent
      promptly and free of charge to any shareholder who requests them.


2.    Resolution on the appropriation of the net retained profits of
      GRENKELEASING AG

      The Board of Directors and the Supervisory Board propose that the net
      retained profits of the company as at 31 December 2010 in the amount of EUR
      41,832,253.42 be appropriated as follows:

      Net retained profits                                      EUR 41,832,253.42
      Distribution of a dividend of EUR 0.70 per no-par share
      to a total of 13,684,099 no-par shares                    EUR 9,578,869.30
      Allocation to other revenue reserves                      EUR 29,000,000.00
      Profit carryforward                                       EUR 3,253,384.12

      The dividend shall be distributed on 11 May 2011.
                                                                                     2


3.   Resolution on the ratification of the actions of the members of the Board
     of Directors for the 2010 financial year

     The Board of Directors and the Supervisory Board recommend ratification of
     the actions of the members of the Board of Directors for the 2010 financial
     year.


4.   Resolution on the ratification of the actions of the members of the
     Supervisory Board for the 2010 financial year

     The Board of Directors and the Supervisory Board recommend ratification of
     the actions of the members of the Supervisory Board for the 2010 financial
     year.


5.   Resolution on the appointment of the auditor and Group auditor for the
     2011 financial year

     The Supervisory Board proposes on the recommendation of the Audit
     Committee that Ernst & Young GmbH, Wirtschaftsprüfungsgesellschaft,
     Eschborn / Frankfurt a.M., be appointed as auditor and Group auditor for the
     2011 financial year. The auditor will also perform the review of the half-yearly
     financial report for the 2011 financial year if one is issued.


6.   Resolution on the amendment of Article 2 (Purpose of the Company) of
     the Articles of Association

     Article 2 (1) of the Articles of Association of GRENKELEASING AG also
     includes what is called factoring in the purpose of the company. As
     GRENKELEASING AG would in future require a separate licence for this
     pursuant to section 32 (1) of the Kreditwesengesetz (KWG – German Banking
     Act) and this division is now completely operated by the wholly owned
     subsidiary GRENKEFACTORING GmbH, what is known as factoring should no
     longer form part of the purpose of the company. The purpose of the company
     pursuant to Article 2 (1) of the Articles of Association should be limited to what
     is called finance leasing within the meaning of section 1 (1a) second sentence
     no. 10 KWG, for which GRENKELEASING AG holds an appropriate licence in
     accordance with the German Banking Act.

     The Board of Directors and the Supervisory Board therefore propose the
     following resolution:

     Article 2 (1) of the Articles of Association shall be revised as follows:

     "(1)   The purpose of the company is to lease all types of movable assets, to
            manage lease contracts for third parties and to broker property
            insurance for leased assets.”
                                                                                           3


7.   Resolution on the cancellation of the existing authorisation to issue
     option and/or convertible bonds and of the existing Contingent Capital III,
     on the granting of a new authorisation to issue option and/or convertible
     bonds and to exclude subscription rights, on the creation of new
     contingent capital (Contingent Capital 2011) and on the corresponding
     amendments to the Articles of Association

     The Annual General Meeting of GRENKELEASING AG of 9 May 2006 created
     an authorisation to issue option and/or convertible bonds and corresponding
     contingent capital. The existing authorisation of the Board of Directors to issue
     option and/or convertible bonds expires on 8 May 2011. Neither
     GRENKELEASING AG nor any of its direct or indirect subsidiaries have made
     use of this authorisation to date, nor will they do so before it expires on 8 May
     2011.

     In order to be able to utilise this capitalisation possibility also in the future, it is
     proposed to the Annual General Meeting that the existing regulation that
     expires on 8 May 2011 be replaced by a new authorisation to issue option
     and/or convertible bonds and to create new contingent capital (Contingent
     Capital 2011) for this while at the same time cancelling the existing contingent
     capital pursuant to Article section 4 (5) of the Articles of Association of
     GRENKELEASING AG.

     It should also be possible here – as previously – for option and/or convertible
     bonds to be issued under certain premises and within specific limits while
     excluding the subscription right of the shareholders.

     The Board of Directors and the Supervisory Board therefore propose the
     following resolution:

     a) Cancellation of the existing authorisation to issue option and/or
        convertible bonds and of the Contingent Capital III

       The authorisation granted by resolution of the Annual General Meeting of 9
       May 2006 to issue option and/or convertible bonds and the contingent
       capital (Contingent Capital III) currently contained in Article 4 (5) of the
       Articles of Association of GRENKELEASING AG will hereby be cancelled in
       full.

     b) Authorisation to issue option and/or convertible bonds and to
        exclude subscription rights

        The Board of Directors shall be authorised to issue a total nominal amount
        of up to 3,000,000 bearer and/or registered option and/or convertible bonds
        of a total nominal value of up to EUR 150,000,000.00 and a maximum term
        of 10 years on one or more occasions up to 9 May 2016 with the approval
        of the Supervisory Board. Option and conversion rights for new no-par
        bearer shares of GRENKELEASING AG representing a proportion of the
        share capital of up to EUR 3,834,690.00 in total can be granted to the
        holders of the option or convertible bonds (also referred to jointly in the
        following as “bonds”) in accordance with the more detailed conditions of
        the option or convertible bonds.
                                                                             4



The option and/or convertible bonds can be issued in euros and also –
limited to the corresponding euro equivalent value – in the legal currency of
another OECD country. The bonds can also be issued by a wholly owned
direct or indirect group company of GRENKELEASING AG. In this event,
the Board of Directors shall be authorised to assume the guarantee for the
repayment of the bonds on behalf of the company with the approval of the
Supervisory Board and to grant option or conversion rights for new shares
of GRENKELEASING AG to the holders of the bonds.

The statutory subscription right shall be granted to shareholders when the
bonds are issued. The bonds can also be offered to shareholders by way
of an indirect subscription right, where they are taken on by a bank or a
syndicate of banks with the obligation to offer them to the shareholders for
subscription. If option and/or convertible bonds are issued by a wholly
owned direct or indirect group company of GRENKELEASING AG, and if
GRENKELEASING AG grants option or conversion rights for shares of the
company to the holders of such bonds, the company has to ensure that the
statutory subscription right is granted to the shareholders of
GRENKELEASING AG. The Board of Directors is authorised, however,
with the approval of the Supervisory Board to remove from the subscription
right of the shareholders fractional shares that arise on account of the
subscription ratio and also to exclude the subscription right to the extent
that this is required in order to grant to the holders of option or conversion
rights that have already been issued a subscription right in the scope to
which they would be entitled as a shareholder after exercising the option or
conversion rights.

The Board of Directors is further authorised to exclude the subscription
right of the shareholders for option and/or convertible bonds issued for
cash with the approval of the Supervisory Board if the Board of Directors,
after conducting an examination with due care and diligence, comes to the
opinion that the issue price of the option and/or convertible bonds is not
significantly lower than their hypothetical market value ascertained on the
basis of recognised methods, in particular methods of financial
mathematics. The authorisation to exclude the subscription right only
applies, however, for bonds with an option/conversion right for shares
representing a proportion of the share capital that may not in total exceed
10% of the share capital, either at the time of the resolution or at the time
this authorisation is exercised. Set off against this 10% ceiling are (a)
shares that are issued from authorised capital where the subscription right
has been excluded in accordance with section 203 (1) and (2) in
conjunction with section 186 (3) fourth sentence AktG and (b) treasury
shares that are sold on the basis of an authorisation pursuant to section 71
(1) no. 8, fifth sentence in conjunction with section 186 (3) fourth sentence
AktG where the subscription right has been excluded while the current
authorisation is valid.

In the event that option bonds are issued, one or more warrants shall be
attached to each bond that entitle the holder to subscribe for new no-par
bearer shares of GRENKELEASING AG in accordance with the option
conditions to be established in more detail by the Board of Directors. The
                                                                             5


term of the option rights may not exceed the term of the option bond. The
proportion of the share capital represented by the shares to be subscribed
for per option bond may not exceed the nominal amount of the option bond
or an issue price for the option bond that is lower than the nominal value.

In the event that convertible bonds are issued, their holders receive the
right to convert their convertible bonds into new no-par bearer shares of
GRENKELEASING AG in accordance with the convertible bond conditions
to be established in more detail by the Board of Directors. The conversion
ratio is produced by dividing the nominal amount or the issue price of a
convertible bond that is below the nominal amount by the conversion price
that has been fixed for a new share of GRENKELEASING AG. The bond
conditions can stipulate that the conversion ratio is variable and the
conversion price is set within a predetermined range depending on the
performance of the share price of GRENKELEASING AG during the term
of the bond. The conversion ratio can in any event be rounded up or down
to a whole figure. Furthermore, an additional payment to be made in cash
and the consolidation and/or an offset for non-convertible surpluses can be
stipulated. The proportion of the share capital of the shares to be issued
per bond when converted may not exceed the nominal value of the
convertible bond or an issue price of the convertible bond that is lower than
the nominal value.

The option or conversion price to be established each time for a no-par
share must – even in the event of a variable conversion ratio or a variable
conversion or option price and taking into consideration any rounding or
additional payment – amount to at least 80% of the unweighted average
closing price of the shares of GRENKELEASING AG in XETRA trading on
the Frankfurt Stock Exchange (or on a corresponding successor system)
on the last 10 trading days before the day that the Board of Directors
decides to issue the bonds or – in the event that a subscription right is
granted – 80% of the unweighted average closing price of the shares of
GRENKELEASING AG in XETRA trading on the Frankfurt Stock Exchange
(or on a corresponding successor system) during the days on which the
subscription rights for the option or convertible bonds are traded on the
Frankfurt Stock Exchange, with the exception of the last two trading days
on which the subscription rights are traded. Sections 9 (1) and 199 (2)
AktG remain unaffected.

Irrespective of section 9 (1) AktG, the option or conversion price can be
reduced on the basis of an anti-dilution clause in accordance with a more
detailed determination of the conditions for the option or convertible bonds
if GRENKELEASING AG increases the share capital during the option or
conversion period while granting a subscription right to its shareholders or
GRENKELEASING AG issues or guarantees other option and/or
convertible bonds and the holders of already existing convertible and/or
option rights are not granted a subscription right in the extent to which they
would be entitled after exercising the option or conversion right. The
reduction of the option or conversion price can also be effected by a cash
payment when the option or conversion right is exercised. The conditions
of the option or conversion rights can additionally stipulate an adjustment
                                                                                6


   of the conversion and/or option rights for the event of a capital reduction or
   other extraordinary measures.

   The Board of Directors shall be authorised to determine, with the approval
   of the Supervisory Board, the further details of the issue and structure of
   the bonds, in particular the interest rate, issue price, term and
   denomination, option and conversion price, anti-dilution provisions and –
   within the above-mentioned framework – the option or conversion period
   and a possible variability of the conversion ratio and to establish these
   details and conditions in agreement with the competent bodies of the group
   companies issuing the option and/or convertible bonds.

c) Creation of Contingent Capital 2011

   The share capital of GRENKELEASING AG shall be contingently increased
   by a nominal amount of up to EUR 3,834,690.00 (in words: three million
   eight hundred and thirty-four thousand six hundred and ninety euros, zero
   cents) through the issue of up to 3,000,000 no-par bearer shares
   (Contingent Capital 2011). The contingent capital increase serves
   exclusively to grant no-par bearer shares to the holders of option and
   convertible bonds that are issued in accordance with the above
   authorisation granted by resolution of the Annual General Meeting of 10
   May 2011 by GRENKELEASING AG or a wholly owned direct or indirect
   group company of GRENKELEASING AG up to 9 May 2016. The new
   shares are issued at the option or conversion price to be determined in
   each case in accordance with the authorisation resolution described above.

   The contingent capital increase is only to be implemented in the event that
   option and/or convertible bonds are issued and only to the extent that the
   holders of the option and/or convertible bonds make use of their option or
   conversion rights. The new shares issued as a result of the option or
   conversion right being exercised shall participate in the profits from the
   beginning of the financial year in which they are created if no distribution
   has yet been made at the time they are issued. Otherwise, they qualify for
   a dividend from the beginning of the financial year following their issue.

   The Board of Directors is authorised to stipulate the further details of the
   implementation of the contingent capital increase (Contingent Capital
   2011) with the approval of the Supervisory Board.

d) Amendment to the Articles of Association

   Article 4 (5) of the Articles of Association shall be revised as follows:

   "(5) The share capital of GRENKELEASING AG is contingently increased
        by a nominal amount of up to EUR 3,834,690.00 (in words: three
        million eight hundred and thirty-four thousand six hundred and ninety
        euros, zero cents), divided into up to 3,000,000 no-par bearer shares
        (Contingent Capital 2011). The contingent capital increase shall only
        be carried out to the extent that the holders of option and/or
        convertible bonds that are issued or guaranteed up to 9 May 2016 by
        GRENKELEASING AG or a wholly owned direct or indirect group
                                                                                      7


              company of GRENKELEASING AG in accordance with the
              authorisation granted by resolution of the Annual General Meeting of
              10 May 2011 make use of their option or conversion rights. The new
              shares are issued at the option or conversion price to be determined
              in each case in accordance with the authorisation resolution
              described above. The new shares shall participate in the profits from
              the beginning of the financial year in which they were created by the
              exercise of option or conversion rights if no distribution has yet been
              made at the time they are issued. Otherwise, they qualify for a
              dividend from the beginning of the financial year following their issue.
              The Board of Directors is authorised to stipulate the further details of
              the implementation of the contingent capital increase with the
              approval of the Supervisory Board.”


8.   Resolution on the authorisation of the Board of Directors to issue
     participation rights where the subscription right of the shareholders is
     excluded

     The authorisation of the Board of Directors granted by resolution of the Annual
     General Meeting of GRENKELEASING AG of 9 May 2006 to issue
     participation rights expires on 8 May 2011. The company has not made use of
     this authorisation to date and nor will it do so before it expires on 8 May 2011.
     The possibility of raising participation capital by the company should not be
     ruled out for the future, however, which is why the Board of Directors should
     again be authorised to issue participation rights.

     The Board of Directors and the Supervisory Board therefore propose the
     following resolution:

     The Board of Directors shall be authorised to issue participation rights on one
     or several occasions up to 9 May 2016 with the approval of the Supervisory
     Board in accordance with the following conditions:

     -   The total nominal amount of the participation rights granted may not
         exceed the amount of EUR 150,000,000.00 in total.
     -   The participation rights issued on the basis of this authorisation may not
         provide any conversion or option rights for shares in the company.
     -   The participation rights can be issued exclusively in EUR or USD.

     The statutory subscription right of the shareholders shall be excluded.

     The Board of Directors shall be authorised, with the approval of the
     Supervisory Board, to establish the further details of the issue and of the form
     of the participation rights, in particular the issue price, denomination, term,
     amount of the annual distribution, termination, participation of the participation
     capital in the loss and participation in the distribution of the profit and of the
     liquidation proceeds.
                                                                                     8


     This authorisation shall replace the current authorisation to issue participation
     rights issued by the Annual General Meeting on 9 May 2006 that expires on 8
     May 2011 at the time that it comes into effect.


9.   Resolution approving the conclusion of an intercompany agreement with
     GRENKEFACTORING AG

     GRENKELEASING AG and GRENKEFACTORING GmbH (referred to in the
     following as “the company”), both with their registered offices in Baden-Baden,
     concluded a profit transfer agreement on 16 March 2011. The essential
     contents of the agreement are as follows:

     •   The company is obliged to transfer during the term of the agreement its
         entire profit to GRENKELEASING AG – subject to the creation of other
         revenue reserves – in accordance with section 301 AktG as amended at
         the time in question. The transfer of amounts resulting from the liquidation
         of profit and capital reserves in accordance with section 272 (2) no. 4 HGB
         and of profit carryforwards created before the effective date of this
         agreement is excluded. The same shall apply to capital reserves under
         section 272 (2) no. 4 HGB that have been created during the term of the
         agreement.
     •   The company may, with the consent of GRENKELEASING AG, only create
         other revenue reserves from its net income for the year to the extent that
         this is economically justified as dictated by prudent business judgment.
         During the term of this agreement, other revenue reserves (section 272 (3)
         HGB) that have been created are to be liquidated if requested by
         GRENKELEASING AG and used to offset a loss for the year at the company
         or transferred as profit.
     •   GRENKELEASING AG is obliged to offset any loss for the year of the
         company that otherwise arises during the term of the agreement in
         accordance with section 302 AktG as amended at the time in question if
         these are not offset by the removal from the other revenue reserves of
         amounts which have been appropriated to them during the term of the
         agreement. Furthermore, the provisions of section 302 AktG as amended
         at the time in question shall also apply.
     •   Unless the company has outside shareholders, GRENKELEASING AG is
         not required to pay compensation under section 304 AktG or settlements
         under section 305 AktG.
     •   The agreement shall come into effect upon entry in the commercial register
         of the company; it shall apply retroactively from 1 January 2011.
     •   The agreement is concluded for an indefinite period. It has a minimum term
         of five years. It may be terminated by either party for the first time at 31
         December 2015, and it shall be renewed for one year at a time if no
         advance notice of termination is given. The right to terminate the
         agreement without notice for good cause remains unaffected. Good cause
         exists in particular if GRENKELEASING AG should no longer be the sole or
         majority shareholder (shareholding greater than 50%) in the company.
                                                                             9


The shareholders’ meeting of GRENKEFACTORING GmbH has already
approved the conclusion of the profit transfer agreement in notarial form.

The Board of Directors and the Supervisory Board recommend that the
conclusion of the profit transfer agreement between GRENKELEASING AG
and GRENKEFAKTORING GmbH be approved.

The following documents will be on display for inspection by the shareholders
at the business premises of the parties to the agreement at Neuer Markt 2,
76532 Baden-Baden from the time that the Annual General Meeting is
convened and during the Annual General Meeting and can be inspected on
the Internet at http://www.grenke.de/investor from the time that the Annual
General Meeting is convened:

•   the profit transfer agreement between GRENKELEASING AG and
    GRENKEFACTORING GmbH;
•   the annual financial statements and management                reports   of
    GRENKELEASING AG for the last three financial years; and
•   the annual financial statements and management reports of
    GRENKEFACTORING GmbH at 31 December 2009 and 31 December
    2010 as well as the annual financial statement of GRENKEFACTORING
    GmbH at 31 December 2008.
•   the joint report of the Board of Directors of GRENKELEASING AG and the
    management of GRENKEFACTORING GmbH in accordance with section
    293a AktG.

A copy of the above documents will be sent without delay and free of charge to
any shareholder who requests this.
                                                                                       10



Reports of the Board of Directors on items 7 and 8 of the agenda

With regard to items 7 and 8 of the agenda, the Board of Directors has prepared a
written report for the Annual General Meeting on the reasons for the authorisation to
exclude the subscription rights of the shareholders in accordance with sections 221
(4) second sentence and 186 (4) second sentence AktG. The above-mentioned
reports will be available for inspection by the shareholders at the business premises
of the company from the day that the Annual General Meeting is convened. They can
also be inspected on the Internet at http://www.grenke.de/investor. The reports,
which will be sent promptly and free of charge to any shareholder who requests this,
are presented as follows:

Report of the Board of Directors on item 7 of the agenda on the exclusion of
the subscription right when issuing option and/or convertible bonds (sections
221 (4) second sentence and 186 (4) second sentence AktG)

The administration is proposing to the Annual General Meeting under item 7 of the
agenda that the Board of Directors of the company be authorised, with the
appropriate approval of the Supervisory Board, to issue option and/or convertible
bonds in the total nominal amount of up to EUR 150,000,000.00 and to create the
accompanying Contingent Capital 2011 of up to EUR 3,834,690.00. The resolution of
the Annual General Meeting from 2006 that expires on 8 May 2011 and is to be
cancelled should be renewed.

By issuing option and/or convertible bonds, the company can utilise attractive
financing opportunities and conditions depending on the current market situation. In
doing so, the company should also be able, for reasons of flexibility, to make use of
the German or the international capital markets through its group companies and to
issue the bonds both in euros and in the legal currency of any OECD country.

When option and convertible bonds are issued, the shareholders are in principle
entitled to a subscription right. In order to facilitate the process, however, use can be
made of the possibility of issuing the option and/or convertible bonds to a bank or a
syndicate of banks with the obligation to offer the bonds to the shareholders pursuant
to their subscription right (known as an indirect subscription right within the meaning
of section 186 (5) AktG).

However, the subscription right of the shareholders can be excluded with the
approval of the Supervisory Board of the company in the following cases:

•    The exclusion of the subscription right for fractional shares that may arise from
     the amount of the respective issue volume and the presentation of a practical
     subscription ratio makes it easier to utilise the requested authorisation through
     rounded amounts. This makes the process of the capital measure significantly
     easier and is therefore in the interests of the company and its shareholders. The
     new shares excluded from the subscription right of the shareholders as
     unassigned fractions will be realised either by being sold on the stock exchange
     or otherwise in the best possible way for the company.
                                                                                     11


•   The exclusion of the subscription right in favour of the holder of option and
    conversion rights that have already been issued has the advantage that the
    option or conversion price for the option and conversion rights already issued
    does not need to be reduced, but instead of this a subscription right can be
    granted as protection against dilution, whereby the company achieves a higher
    cash inflow overall. This is consistent with the market standard of endowing
    bonds with this kind of protection against dilution.

•   The Board of Directors shall further be authorised to exclude the subscription
    right of the shareholders in accordance with section 221 (4) second sentence in
    conjunction with section 186 (3) fourth sentence AktG if the respective issue of
    the option and/or convertible bonds is conducted at a price that is not
    significantly lower than the hypothetical market value of these bonds. By
    excluding the subscription right, the company obtains the possibility of quickly
    taking advantage of favourable market situations even at short notice and of
    being able to place the bonds quickly and flexibly on the market on attractive
    conditions. In contrast to that, if the subscription right of the shareholders were
    granted, it would not easily be possible to set conditions close to the market or
    to conduct a smooth placement. In fact, section 186 (2) AktG allows the
    subscription price – and thus the conditions in the case of option and
    convertible bonds – to be published up to three days before the subscription
    period ends. In light of the frequently noticeable volatility on the stock markets,
    a market risk then also exists for several days, which leads to haircuts when the
    conditions of the bonds are set and thus to conditions that may not be close to
    the market. Irrespective of that, the granting of a subscription right complicates
    a successful placement with third parties or causes additional expense in this
    respect on account of the uncertainty surrounding its exercise. Finally, the
    length of the subscription period prevents the company when it grants a
    subscription right from reacting to the market conditions in the short term, and
    the company can potentially thus be exposed to declining share prices during
    the subscription period, which can lead to equity funding that is not favourable
    for the company.

    The provision of section 186 (3) fourth sentence AktG applies by analogy in
    accordance with section 221 (4) second sentence AktG for this event of a
    complete exclusion of the subscription right. The limit on exclusions of the
    subscription right of a maximum of 10% of the share capital regulated there is to
    be complied with on the basis of the content of this resolution. To be offset
    against this limit are (a) those shares that are issued from the authorised capital
    and (b) treasury shares that are sold on the basis of existing authorisations or
    authorisations taking their place in the future while the current authorisation is
    valid, if these operations are accompanied by an exclusion of the subscription
    right in accordance with section 186 (3) fourth sentence AktG. This offset is
    conducted in the interest that the shareholders have in the dilution of their
    shareholding being as small as possible.

    Section 186 (3) fourth sentence AktG further demands by analogy that the issue
    price of the bond is not significantly lower than its hypothetical market value.
    This is intended to ensure that the financial value of the shares is not
    appreciably diluted. Whether such a dilution occurs in the issue of option and/or
    convertible bonds when the subscription right is excluded can be determined by
                                                                                     12


     calculating the hypothetical market value of the option and/or convertible bond
     using recognised methods, in particular methods of financial mathematics, and
     comparing it with the issue price. If, after an examination that exercises due
     care and diligence, this issue price is only insignificantly lower than the
     hypothetical market value at the time the option or convertible bonds are issued,
     then in accordance with the meaning and intention of the regulation in section
     186 (3) fourth sentence AktG the exclusion of the subscription right is permitted
     on account of the only insignificant discount. Before issuing the option and/or
     convertible bonds, the Board of Directors must conduct an examination with due
     care and diligence and then come to the opinion that the stipulated issue price
     does not lead to any appreciable dilution of the shares. To this end, the Board
     of Directors can make use of the support of informed experts, for example by
     obtaining an expert’s report from an independent investment bank or an
     auditing company, which has to document that the issue price is not significantly
     lower than the market value of the bonds. The arithmetic market value of a
     subscription right would thus be reduced almost to zero, such that the
     shareholders do not incur an appreciable financial disadvantage by the
     exclusion of the subscription right.

     In addition, shareholders who would like to maintain their proportion in the share
     capital of the company can achieve this by making appropriate additional
     purchases on the stock market on approximately the same conditions, whereby
     their financial interests are suitably protected. On the other hand, the
     authorisation to exclude the subscription right enables to the company to set
     conditions that are close to the market and grants the greatest possible security
     concerning the ability to place the bonds with third parties as well as the short-
     term utilisation of favourable market conditions.

The intended contingent capital will be required to meet the option or conversion
rights for shares of the company connected with the option and convertible bonds.
The issue price here corresponds to the option or conversion price. The option or
conversion price to be set each time for a share shall not be lower than 80% of the
unweighted average closing price of the GRENKELEASING share in XETRA trading
on the Frankfurt Stock Exchange on the last 10 trading days before the date that the
Board of Directors decides to issue the bonds or – in the event that a subscription
right is granted – 80% of the unweighted average closing price of the shares of
GRENKELEASING AG in XETRA trading on the Frankfurt Stock Exchange (or on a
corresponding successor system) during the days on which the subscription rights for
the option or convertible bonds are traded on the Frankfurt Stock Exchange, with the
exception of the last two trading days on which the subscription rights are traded.
                                                                                        13


Report of the Board of Directors on item 8 of the agenda on the authorisation
of the Board of Directors to issue participation rights in accordance with
sections 221 (4) second sentence and 186 (4) second sentence AktG

The authorisation of the Board of Directors proposed under item 8 of the agenda
provides that, with the approval of the Supervisory Board, participation rights in an
amount of up to EUR 150,000,000 can be issued. The authorisation expires on 9
May 2016. The further details of the form of the participation rights are to be
established by the Board of Directors with the approval of the Supervisory Board.

The participation rights should serve to strengthen the capital resources of the
company quickly and flexibly when required. The form of the participation rights is left
extensively open in the authorisation itself, and this allows the company to react
appropriately to the current market conditions and to raise new capital as cost-
effectively as possible. Furthermore, participation rights can be employed as a
financing instrument within the framework of acquisitions on account of their flexible
structuring possibilities in order either to raise quasi-equity funds quickly and flexibly
or to bind a possible seller temporarily to the company.

Excluding the subscription right enables the company to raise participation capital on
attractive conditions. Thus new financial investors can be targeted and gained by
excluding the subscription right. In addition, the exclusion of the subscription right
allows the possibility of acting quickly and flexibly when market conditions become
favourable (for example when interest rates are low). Thus obtaining the highest
possible issue proceeds depends to an increased degree on the ability to place the
participation rights quickly on conditions that are as close to the market as possible.
A prerequisite for this, however, is that the company is not bound by a lengthy offer
period. An issue where the subscription right of the shareholders is granted, on the
other hand, means that, until the subscription period ends, uncertainty exists about
the extent to which subscription rights will be exercised and the extent to which these
are available for placement with external investors. This complicates a successful
placement of the participation rights on the market. Taking into consideration the
sometimes rapid pace of developments on the financial markets, the risk exists when
a subscription right is issued that the issue conditions at the time the participation
rights are placed no longer prove competitive. This entails the risk that the company
will not be able to place the participation rights – or at least some of them – on the
market or will only be able to place them on less favourable conditions. Excluding the
subscription rights enables the Board of Directors of the company to react quickly
and flexibly to favourable market conditions and thus to make use of the
authorisation granted to it. To protect the shareholders, the Board of Directors will
ensure that the conditions governing the issue of the subscription rights – in
particular the interest on and the issue amount of the participation rights – are in line
with the market conditions for comparable financing prevailing at the time of the
issue.

In the interests of the company, it is therefore necessary and sensible to exclude the
subscription right of the shareholders, as in the end it is only in this way that the
required flexibility can be created to be able to utilise favourable conditions on the
capital markets at short notice and thereby to reduce the placement risk associated
with the issue of a subscription right. In addition, excluding the subscription right
makes it easier to execute and administer the capital measure.
                                                                                      14


However, the issue of participation rights does not provide the basis for a relationship
with the company; only creditors’ rights on the basis of the law of obligations are
granted. A conversion or option right for shares of the company is therefore explicitly
excluded, such that the shareholders are sufficiently protected against any dilution of
their rights.


Attendance at the Annual General Meeting

All shareholders who register by submitting a special proof of their share ownership
at the following address at the company by the close of 3 May 2011 are authorised,
pursuant to section 13 (1) of the Articles of Association of GRENKELEASING AG, to
participate in the Annual General Meeting, to exercise the right to vote and to bring
forward motions:

                                 GRENKELEASING AG
                                 c/o Deutsche Bank AG
                                 Securities Production
                                - General Meetings -
                                  P.O. Box 20 01 07
                              60605 Frankfurt am Main

                              Fax: +49 69 12012-86045
                           E-mail: 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 2011 at 12:00 a.m. (CEST) (proof of ownership deadline). In
the relationship to the company, only those who have produced proof of their right to
attend the Annual General Meeting and to exercise voting rights are regarded as
shareholders and may attend the Annual General Meeting and exercise voting rights.
This means that shareholders who first acquired their shares after the proof of
ownership deadline may not take part in the Annual General Meeting. Shareholders
who sell their shares after the proof of ownership deadline are – when they have
registered and presented proof of their shareholding in good time – nevertheless
entitled in the relationship with the company to attend 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 the entitlement to a dividend.
As with registration, the proof of ownership of shares of the company must reach the
above address no later than 3 May 2011.

The registration and the proof of the share ownership must be submitted in written or
electronic form and in German or English.

Shareholders who have requested an admission ticket to attend the Annual General
Meeting in good time through their custodian bank do not need to take further action.
The registration and proof of share ownership will be undertaken by the custodian
bank in these cases.
                                                                                     15


Proxy voting

Shareholders who do not wish or are unable to attend the Annual General Meeting in
person may exercise their voting rights through a proxy holder, e.g. through a bank or
shareholders’ association, who has been granted an appropriate proxy. Punctual
registration and proof of shareholding are also required in these cases. A form for
issuing a proxy will be sent with the admission 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.: 07221 / 5007-112) or by e-mail investor@grenke.de or
downloaded from the website at http://www.grenke.de/investor. The grant of the
proxy, its revocation and proof of the proxy provided to the company must be issued
in written or electronic form. Proof of the proxy may also be transmitted to the
company by e-mail no later than midnight (CEST) on Friday, 6 May 2011 to the
following e-mail address: investor@grenke.de.

When a proxy is granted to banks, shareholders’ associations or individuals or
institutions equivalent to these in accordance with section 135 (8) and (10) AktG,
special features generally have to be considered; information on this should be
obtained from the person or institution to be authorised.

In addition, we offer our shareholders the option of granting proxy before the Annual
General Meeting to proxy holders appointed by the company who are bound to follow
the shareholders' instructions. The proxy holder may 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 an admission ticket to the Annual General Meeting. The
shareholders receive the necessary documents and information together with the
admission ticket. The proxies with instructions to the proxy holders must be received
by GRENKELEASING AG by no later than midnight (CEST) on 6 May 2011 at the
following address:


                               GRENKELEASING AG
                             c/o ITTEB GmbH & Co. KG
                                    Vogelanger 25
                                   86937 Scheuring

                             Telefax: 08195 / 9989-664
                            E-Mail: grenke2011@itteb.de

Proxies that arrive later can unfortunately no longer be considered.

Further information on the proxy procedure will be posted to the shareholders
together with the admission ticket. Corresponding information can also be found on
the internet at http://www.grenke.de/investor.


Requests for additions to the agenda pursuant to section 122 (2) of the AktG

Shareholders whose shares in aggregation make up one twentieth of the share
capital or the proportion corresponding to EUR 500,000 may request that items be
placed on the agenda and announced. An explanatory statement or a proposed
                                                                                      16


resolution must accompany each new item. The request must be received by the
company by no later than midnight (CEST) on 9 April 2011. Requests for additional
items received after this will not be considered. Please address corresponding
requests for additional items to the following address:

      GRENKELEASING AG
      Investor Relations
      Neuer Markt 2
      76532 Baden-Baden

      Fax: 07221 / 5007-112
      E-mail: investor@grenke.de

If they are not announced with the invitation to attend the Annual General Meeting,
requests for additional items to be placed on the agenda that have to be announced
are published immediately upon receipt in the electronic version of the
Bundesanzeiger (German Federal Gazette) and forwarded for publication to such
media which it can be assumed will distribute the information throughout the entire
European Union. They will also be published on the website at
http://www.grenke.de/investor.

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 an explanatory statement 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 along 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
http://www.grenke.de/investor, 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 2010. Any responses of the management will also be published on the
above-mentioned website.

Reference is made to the notification requirements pursuant to section 21 ff. 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 provided for in section 28 WpHG.


Rights to receive information in accordance with sections 131 (1) and 293g (3)
AktG

Upon request, the Board of Directors shall 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
                                                                                           17


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.

Furthermore, with regard to item 9 of the agenda, information on all matters
pertaining to GRENKEFACTORING GmbH that are material to the conclusion of the
profit transfer agreement is to be provided in accordance with section 293g (3) AktG
to each shareholder on their request at the Annual General Meeting.

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
http://www.grenke.de/investor.


Total number of shares and voting rights

Pursuant to section 30b (1) no. 1 of the WpHG, we announce that, at the time of the
call of the Annual General Meeting, the total number of shares of GRENKELEASING
AG amounts to 13,684,099 no-par bearer shares. Each share carries 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 attend and to vote is
13,684,099.


Broadcast of the Annual General Meeting on the Internet

Shareholders who do not have an opportunity to attend the Annual General Meeting
in person, as well as members of the public who are interested, may follow the Board
of Directors address and the subsequent general debate on the Internet at
http://www.grenke.de/investor. 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 GRENKELEASING AG:

                              http://www.grenke.de/investor


Baden-Baden, March 2011                                           GRENKELEASING AG
                                                                  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.

				
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