Pursuant to Article 5 (1) of the Articles of Association, grenke AG’s Board of Directors shall consist of at least two people. The precise number of persons is determined by the Supervisory Board. The Board of Directors is responsible for managing the Company in the Company’s best interests and is committed to increasing the sustainable value of the Company. The Board of Directors is responsible for the operational management and implementation of the Company’s strategic orientation as well as compliance with corporate policy. The Board of Directors also prepares the annual financial statements of grenke AG as well as the quarterly reports and the Consolidated Group’s half-yearly financial report and annual financial statements and informs the Supervisory Board regularly and comprehensively about the Company as a whole through Board of Directors’ reports and meeting documents.

The Board of Directors develops grenke AG’s corporate strategy, which also includes the sustainability strategy. The strategy is implemented by the Board of Directors as part of an ongoing exchange with the Supervisory Board. The following are regular components of Supervisory Board meetings and individual discussions between the Board of Directors and the Chair of the Supervisory Board, who reports directly to the Supervisory Board on these exchanges: issues related to strategy, implementation, planning, business development, the risk situation, compliance, the results of operations and financial position, strategic and operational business risks and their management, data protection, information security and cyber security, as well as sustainability along the dimensions of environmental, social and governance (ESG).

The Supervisory Board issued Rules of Procedure for the Board of Directors that include a requirement for approval with regard to the separation of business into individual business areas and the cooperation guidelines within the Board of Directors and between the Supervisory Board and the Board of Directors. The individual business areas are assigned to members of the Board of Directors based on the member’s competence profile. These assignments do not affect the principle of overall responsibility of the Board of Directors members.

In the reporting period, the Board of Directors consisted of the following members:

Dr Sebastian Hirsch (CEO), Gilles Christ (CSO), Dr Martin Paal (since July 1, 2024: CFO), and Isabel Rösler (until December 31, 2024: CRO).

From January 1, 2024, to June 30, 2024, the Chair of the Board of Directors, Dr Sebastian Hirsch, additionally assumed the role and responsibilities of Chief Financial Officer (CFO) on an interim basis.
On March 5, 2024, Dr Martin Paal was appointed by the Supervisory Board as Chief Financial Officer (CFO), effective July 1, 2024. In this context, the schedule of responsibilities was optimised and finalised as of August 1, 2024.

At her own request, Isabel Rösler (CRO) stepped down early from the Board of Directors of grenke AG as of December 31, 2024.

Until a successor is appointed, CEO Dr Sebastian Hirsch has temporarily taken over all of Ms Rösler’s responsibilities, except for Internal Audit, which has been assigned to Gilles Christ.

Further information on the curriculum vitae of the individual members of the Board of Directors of grenke AG is available on grenke AG’s website at www.grenke.com/management/board-of-directors/.

Members of the Board of Directors are responsible for managing the business units assigned to them. The measures and transactions of business units that are of particular relevance and scope for the Company require the prior approval of the entire Board of Directors. The same applies to actions and transactions for which the Chair of the Board of Directors or another Board of Directors member requires the prior adoption of a resolution by the full Board of Directors.

The Chief Executive Officer (CEO) coordinates the work of the Board of Directors in addition to the areas of responsibility assigned to him.

An age limit for Board of Directors members has been set by the Supervisory Board, which stipulates that the members may not be more than 60 years old at the time of their appointment to the Board of Directors.
Members of the Board of Directors are liable for damages in the event of a culpable breach of their duties of care towards the Company.

Information on the remuneration system for Board of Directors’ members, as well as the individual remuneration of Board of Directors members, is provided in the remuneration report, which can be downloaded from
www.grenke.com/investor-relations/reports-and-presentations/.

The applicable remuneration system in accordance with Section 87a (1) and (2) sentence 1 of the AktG, the remuneration report for the 2024 financial year and the auditor’s report in accordance with Section 162 of the AktG are also publicly available on grenke AG’s website at www.grenke.com/investor-relations/reports-and-presentations/.

In accordance with Section 7 (1) of the Articles of Association, the Supervisory Board of grenke AG consists of six members. All Supervisory Board members were elected by the Annual General Meeting.

During the reporting period, the Supervisory Board comprised the following members: Jens Rönnberg WP/StB (Chair of the Supervisory Board), Moritz Grenke (Deputy Chair of the Supervisory Board since April 30, 2024), Norbert Freisleben, Nils Kröber, Dr Ljiljana Mitic, Manfred Piontke (since April 30, 2024), and Dr Konstantin Mettenheimer (until April 30, 2024).

All members of the Supervisory Board, with the exception of Moritz Grenke, are classified as independent by the Supervisory Board. Moritz Grenke is considered not independent due to his role as a limited partner of the major shareholder Grenke Beteiligung GmbH & Co. KG. From the perspective of the Supervisory Board, an appropriate number of independent shareholder representatives was ensured throughout the reporting period, with five independent shareholder representatives.

The Chair of the Supervisory Board was informed by Nils Kröber about his ongoing advisory role for Grenke Beteiligung GmbH & Co. KG, Baden-Baden, as well as for individual members of the Grenke family. The Chair was made aware of any potential conflicts of interest arising from this. The Chair of the Supervisory Board was also informed by Moritz Grenke about any potential conflicts of interest resulting from his role as a limited partner of Grenke Beteiligung GmbH & Co. KG.
Further information on the curriculum vitae, term of office, and other mandates of the respective members of grenke AG’s Supervisory Board can be found on grenke AG’s website.

Information on the remuneration of the members of the Supervisory Board and their individual remuneration is provided in the remuneration report. The remuneration report for the last financial year, the auditor’s report in accordance with Section 162 AktG and the last remuneration resolution of the Annual General Meeting in accordance with Section 113 (3) AktG are publicly available on grenke AG’s website.

The central task of the Supervisory Board is to advise and monitor the Board of Directors in its management of the Company, in particular with regard to corporate strategy and fundamental corporate decisions. It monitors adherence to legal provisions, official regulations and internal Company guidelines (compliance). The Board of Directors involves the Supervisory Board in all decisions of fundamental importance to the Company. The Supervisory Board shall stipulate approval requirements for such transactions in the Rules of Procedure of the Board of Directors, unless these are already reflected in the Articles of Association. The Supervisory Board also votes on transactions with related parties regulated in Section 111a ff AktG, insofar as these require approval. The Supervisory Board is also responsible for appointing and dismissing the members of the Board of Directors and for reviewing the annual and consolidated financial statements, the combined management report of grenke AG and the grenke Group, and the proposal for the appropriation of unappropriated surplus. It also adopts the annual financial statements of grenke AG and approves the consolidated financial statements. 

In the 2024 reporting year, the Board of Directors regularly provided the Supervisory Board with comprehensive information in ordinary and extraordinary meetings on the Consolidated Group’s economic situation, strategic planning, and relevant current events. In addition, the respective Chair of the Supervisory Board maintained regular close contact with the CEO on day-to-day business and reported directly to the full Supervisory Board on these exchanges. Key elements of the briefings by the Board of Directors in the current financial year continued to be the regular reports on new business, sales and digitalisation, including cybersecurity, cost development, information security, refinancing and the ongoing audit activities by the auditor BDO AG Wirtschaftsprüfungsgesellschaft (2024 annual financial statements). Furthermore, the Supervisory Board was informed by the Board of Directors on sustainability issues along the dimensions of environmental, social, and governance (ESG). With regard to the prevailing macroeconomic environment, increasing insolvencies, the development of the interest rate landscape and inflation, these topics and the associated challenges were also repeated points of discussion between the Board of Directors and the Supervisory Board. The Board of Directors liaised closely with the Supervisory Board regarding the Consolidated Group’s strategic development and, together with the Supervisory Board, dealt with issues related to risk management, compliance, risk provisioning, the internal control system and internal auditing.

The Supervisory Board of grenke AG convenes at least once quarterly in ordinary meetings. Extraordinary meetings, as well as video and telephone conferences, and resolutions are passed outside of meetings are held as required. Independently of these meetings, the Supervisory Board receives routine reports from the Internal Audit, Compliance, and Risk Control departments.

In the 2024 financial year, Jens Rönnberg WP/StB served as Chair of the Supervisory Board. At no time during the reporting period did he chair the Audit Committee.
The Chair of the Supervisory Board maintains regular and impromptu contact with the individual members of the Board of Directors. In his role as Chair, Jens Rönnberg WP/StB coordinates the activities of the Supervisory Board and represents its interests publicly. As part of these duties, he also engaged in multiple discussions with investors on Supervisory Board-related topics.

A detailed description of the activities of the Supervisory Board, including an overview of its members, as well as a list of their individual attendance at meetings, is provided in the Report of the Supervisory Board.

A competence profile was developed by the Supervisory Board for the entire Supervisory Board. In this profile, targets were set regarding the individual composition of the Supervisory Board.

In addition to a competence profile that matches the profile of the Supervisory Board as a whole, diversity is also an integral part of the concept. Proposals for new members of the Supervisory Board to the Annual General Meeting are always evaluated and selected in accordance with the objectives and competence requirements set out in Chapter 8.3 below.

Supported by the Nomination Committee, the Supervisory Board regularly, and at least once annually, conducts an assessment of the structure, size, and composition of the Supervisory Board and its committees and assesses the knowledge, skills and experience of the individual business managers, the members of the administrative and supervisory body, as well as the respective body as a whole. This self-assessment is based on a comprehensive, company-specific questionnaire further developed and aligned annually to current circumstances in consultation with the Nomination Committee. The questionnaire covers various relevant topics related to the Supervisory Board’s activities, including information sharing, committee work, quality of cooperation, work input and independence. The evaluations of the respective topics are submitted anonymously and in each case quantitatively, qualitatively, and according to time spent. After aggregating the entries, the results are then discussed in detail in the plenum, and suggestions for improvement are developed and recorded. The suggestions for improvement, together with the recommendations of the Nomination Committee, are then incorporated into the work of the Supervisory Board’s committees.

During the reporting period, a competence and efficiency review of the Supervisory Board was carried out in the form of questionnaires to be completed digitally. The results of the survey were evaluated by the Nomination Committee in a meeting on May 17, 2024, and suggestions for improvement were developed. These results and suggestions for improvement were subsequently presented and discussed in detail with the full Supervisory Board in a meeting on July 22, 2024.

To assess the status of the competence profile’s implementation, the Supervisory Board has drawn up a qualification matrix based on a self-assessment carried out by the members.

With its composition of proven experts in the fields of finance, accounting, corporate planning, corporate governance, controlling, accounting, risk management, auditing, compliance, environment, sustainability IT, law, and human resources and the capital markets, the Supervisory Board of grenke AG fully complies with the underlying competence profile and has the necessary knowledge, skills, and professional experience to properly perform its duties.

It has been agreed that the auditor will inform the Supervisory Board immediately of all relevant material findings and events that the auditor becomes aware of in the course of the audit. The auditor must also inform the Supervisory Board and record this in the audit report if facts are discovered during the audit that indicate that the Declaration of Conformity on the German Corporate Governance Code issued by the Board of Directors and Supervisory Board is incorrect.

The Supervisory Board has issued an age limit that states that Supervisory Board members may not be more than 70 years old at the time of their election.
Members of the Supervisory Board are liable for damages in the event of a culpable breach of their duties of care towards the Company.

The current Rules of Procedure of the Supervisory Board, which contain important information on the Supervisory Board and the Supervisory Board committees, are available on grenke AG’s website.

In order to perform its duties efficiently, the Supervisory Board resolved, in accordance with the requirements of Section 25d (7) sentence 2 KWG, to establish a Nomination Committee, a Risk Committee and a Remuneration Control Committee in addition to the Audit Committee. Furthermore, on March 14, 2023, the Supervisory Board resolved to set up the Digitalisation Committee for the period starting April 1, 2023 and ending with the 2026 Annual General Meeting.

The tasks and powers assigned to these committees are listed in the Supervisory Board’s Rules of Procedure. The Committee chairpersons report on the work of the respective committees to the full Supervisory Board.

An overview of the committees, their members and chairpersons, a list of the attendance at each committee meeting, and details of the work of the committees formed in the 2024 financial year can be found in the Report of the Supervisory Board.

The Audit Committee consists of three members. In accordance with Section 7 (4) of the Supervisory Board’s Rules of Procedure, the tasks of the Audit Committee consist primarily of monitoring the accounting and the accounting process, the risk management system (especially the internal control system), the compliance management system, combatting corruption, and internal auditing. The Audit Committee is also tasked with monitoring the performance of the audit of the annual financial statements and specifically the independence of the auditor. The Committee is also responsible for monitoring any additional services provided by the auditor and the quality of the auditor.

It is also the Audit Committee’s responsibility to recommend the focal points of the auditor’s audit to the Supervisory Board. In addition, the Audit Committee is tasked with receiving and evaluating the auditor’s findings on the effectiveness of the internal control system, the risk management system and the efficiency of the Internal Audit department.

Furthermore, the Audit Committee deals with any other findings of the auditor; the preparation of the audits and reports incumbent on the Supervisory Board pursuant to Sections 170, 171 AktG; the monitoring of the processing of the deficiencies identified and the discussion of the interim reports (quarterly and half-yearly reports) and statements.

In the 2024 financial year, the Audit Committee consisted of Norbert Freisleben (Chair), Jens Rönnberg WP/StB, and Dr Konstantin Mettenheimer until April 30, 2024. As of April 30, 2024, the Audit Committee members are Norbert Freisleben (Chair), Jens Rönnberg WP/StB, and Dr Ljiljana Mitic. As a result, the Committee has consistently met all applicable requirements for the Audit Committee under Sections 107 (4) sentence 3 AktG, 100 (5) AktG, and 25d (9) KWG.

Norbert Freisleben, who held the position of Chair in the 2024 financial year, has demonstrable expertise in accounting and auditing due to his many years of experience at a renowned audit firm. Jens Rönnberg WP/StB has extensive expertise in accounting and auditing, gained through his longstanding work as an auditor and tax advisor for leading law firms and prestigious international organisations. Both individuals also possess expertise in sustainability reporting and auditing as a result of their professional experience. Dr Konstantin Mettenheimer, who was a member of the Audit Committee until April 30, 2024, has the necessary experience, knowledge, and skills as a tax advisor, business economist, and attorney, as well as from his experience on other audit committees. Dr Ljiljana Mitic, who has been a member of the Audit Committee since April 30, 2024, has extensive expertise in accounting and sustainability reporting due to her many years of experience as a business economist in leadership and oversight roles at globally operating companies in the banking, insurance, and IT sectors. Dr. Ljiljana Mitic also has experience serving on the audit committees of other companies.

All members of the Audit Committee are independent of the grenke Group and have knowledge and experience in the application of internal control and risk management systems. The Audit Committee as a whole is familiar with the sector in which the grenke Group operates.

The Nomination Committee consists of three members.

Pursuant to Section 8 (4) of the Rules of Procedure of the Supervisory Board, the main tasks of the Nomination Committee include the strategic aspects of personnel planning, such as reviewing fundamental personnel planning, and the conclusion, amendment and termination of the employment contracts with the members of the Board of Directors. The Nomination Committee also identifies candidates for Board of Directors positions and assists in the preparation of election proposals for the election of members of the Supervisory Board, taking into account the required knowledge, skills, professional experience, and diversity principles.

The development of a target to promote the representation of the underrepresented gender on the Supervisory Board and a strategy to achieve it is also the responsibility of the committee. The Committee also monitors the topic of occupational health and safety (OHS).

At least once a year, the Nomination Committee shall conduct an assessment of the structure, size, composition and performance of the Board of Directors and the Supervisory Board as well as the committees of the Supervisory Board and regularly, at least once annually, assess the knowledge, skills and experience of both the individual Board of Directors and Supervisory Board members and the respective body or committee as a whole. Reviewing the Board of Directors’ policies for the selection and appointment of senior management is one of the core tasks of the Nomination Committee, as is the preparation of a diversity concept, management and talent management and succession planning. In addition, the Nomination Committee informs the full board about the conclusion, amendment, or termination of employment contracts with general agents.

From January 1 to April 30, 2024, the Nomination Committee consisted of Dr Ljiljana Mitic as Chair, Dr Konstantin Mettenheimer and Jens Rönnberg WP/StB. Following Dr Konstantin Mettenheimer’s departure as of April 30, Nils Kröber was elected to the Committee. Accordingly, since April 30, 2024, the Nomination Committee comprises Dr Ljiljana Mitic as Chair, Nils Kröber and Jens Rönnberg WP/StB. All members of the Committee possess, both individually and collectively, adequate knowledge, skills, and experience regarding the Company’s or the Group’s business activities to assess the composition of the Board of Directors and the Supervisory Board, including the recommendation of candidates.

The Risk Committee consists of three members. According to Section 9 (3) of the Rules of Procedure of the Supervisory Board, the tasks of the Risk Committee include mainly advising the Supervisory Board on the current and future overall risk appetite and overall risk strategy of the Company and supporting the Board of Directors in monitoring the implementation of this strategy by upper management level.

Likewise, monitoring to ensure the conditions in the customer business are in line with the business model and risk structure of the Company is also part of the Risk Committee’s tasks. If it is found that this is not the case, the Risk Committee requests proposals from the Board of Directors on how the conditions in the customer business can be structured in accordance with the business model and the risk structure and monitors their implementation. In addition, the Committee is responsible for reviewing whether the incentives set by the remuneration system adequately consider the Company’s risk, capital and liquidity structure, as well as the probability and timing of revenue. As part of broader corporate risk, cybersecurity also falls under the oversight of the Risk Committee. The Risk Committee also deals with the granting, extension and modification of credit lines for individual borrowers when the total limit for the associated borrower unit exceeds EUR 10,000,000.

Until April 30, 2024, the Risk Committee was composed of Dr Konstantin Mettenheimer as Chair, along with Norbert Freisleben and Moritz Grenke as members. Since April 30, Moritz Grenke has chaired the Committee, with Norbert Freisleben and Manfred Piontke as the other members. The Committee, as a whole, possesses extensive knowledge, skills, and experience in risk management and control procedures. The Chair is neither the Chair of the full Supervisory Board nor of any other committee.

The Remuneration Control Committee consists of three members. The Committee’s main tasks pursuant to Section 10 (3) of the Supervisory Board Rules of Procedure are to monitor the appropriate design of the remuneration systems for the members of the Board of Directors and employees, including employees who have a significant influence on the Company’s overall risk profile and, above all, for the heads of the risk control and compliance functions. The Remuneration Control Committee also supports the Supervisory Board in monitoring the appropriate design of the remuneration systems for the Company’s employees.

The Remuneration Control Committee assesses the impact of the remuneration systems on risk, capital and liquidity management, prepares Supervisory Board resolutions on the remuneration of Board of Directors members, and pays particular attention to the impact of these resolutions on the Company’s risks and risk management.

The Committee takes into account the long-term interests of shareholders, investors, other stakeholders and the public. It also assists the Supervisory Board in monitoring the proper involvement of internal control and all other relevant areas in the design of the remuneration systems, target setting and achievement concerning the variable remuneration of the Board of Directors members. It advises the Supervisory Board on the composition of the remuneration policy and determines appropriate remuneration for the Board of Directors members that is geared towards sustainable corporate development.

Until April 30, 2024, the Remuneration Control Committee consisted of Chair Nils Kröber and members Norbert Freisleben and Dr Ljiljana Mitic. As of April 30, the Committee consists of Chair Nils Kröber and members Norbert Freisleben and Moritz Grenke. The Committee, as a whole, possesses sufficient expertise in risk management and risk control, particularly concerning remuneration systems. Chair Nils Kröber also has specialised knowledge and professional experience in these areas. Dr Ljiljana Mitic, Norbert Freisleben, and Moritz Grenke have expertise in risk management and risk control, particularly regarding mechanisms for aligning remuneration systems with the Company’s overall risk appetite, strategy and capital structure.

The Digitalisation Committee consists of three members. The Committee was formed by a resolution of the Supervisory Board on March 14, 2023, for the period starting on April 1, 2023 until the end of the 2026 Annual General Meeting to support the digitalisation programme initiated by the Board of Directors. In accordance with Section 11 (4), of the Supervisory Board’s Rules of Procedure, the main tasks of the Digitalisation Committee are to support the Supervisory Board in monitoring the implementation of the IT and digitalisation strategy, the accompanying monitoring of IT projects and process initiatives, the planned IT architecture and structure in terms of technical performance, stability and scalability, and the investment budgets. The Committee also supports the Supervisory Board in monitoring the project and performance control in the area of digitalisation at the IT, administrative, and staff cost level.

In the 2024 financial year, the Digitalisation Committee consisted of Chair Dr Ljiljana Mitic, Nils Kröber and Moritz Grenke until April 30. As of April 30, 2024, the Committee consisted of Chair Dr Ljiljana Mitic, Moritz Grenke and Manfred Piontke.

The Annual General Meeting passes resolutions for cases specified by law and in the Articles of Association. These include the election of shareholder representatives to the Supervisory Board, the election of the auditor, the discharge of the members of the Board of Directors and Supervisory Board, amendments to the Articles of Association, decisions on the appropriation of profits, and capital measures. At the request of the Board of Directors, the Annual General Meeting may also decide on management issues.