Compensation of members of the Supervisory Board

Until 21 February 2017, the Supervisory Board of METRO AG (formerly trading under METRO Wholesale & Food Specialist AG) consisted of 3 members, namely Mr Michael Bouscheljong, Mr Hans-Dieter Hinker and Mr Harald Sachs. They were employees of the former METRO AG (now: CECONOMY AG) and are now employees of today’s METRO AG. In accordance with the formerly valid Articles of Association of the company, these members of the Supervisory Board did not receive any remuneration for their membership on the Supervisory Board.

With effect on 21 February 2017, the Supervisory Board was augmented to 20 members, now consisting of completely new personnel.

In accordance with § 13 of METRO AG’s Articles of Association, the members of the Supervisory Board receive a fixed yearly remuneration amount. It amounts to €80,000 for each individual member.

Against the background of the division of the group, the members of the Supervisory Board, who are or were also members of the Supervisory Board of CECONOMY AG (formerly METRO AG), waived compensation for the period between the effective date of their appointment (21 February 2017) and the effective date of the demerger (12 July 2017).

The value added tax payable to the respective compensation is reimbursed to the members of the Supervisory Board in accordance with § 13 Section 5 of METRO AG’s Articles of Association.

The individual amount of Supervisory Board remuneration takes into account the duties and responsibilities of the individual members of the Supervisory Board by considering special assignments. The compensation of the Chairman of the Supervisory Board is 3 times higher than that of an ordinary member of the Supervisory Board; that of the Vice Chairman and the chairpersons of the committees is twice as high; and that of the other members of the committees is 1.5 times higher. The remuneration for membership or chairmanship of a committee will be paid only if at least 2 meetings or other resolutions took place during the respective financial year. A member of the Supervisory Board who holds several offices at once receives compensation for only 1 office; in the case of different levels of remuneration, the member is compensated for the most highly paid office.

The relevant individual amounts for financial year 2016/17 are as follows:

In financial year 2016/17, individual members of the Supervisory Board of METRO AG also received compensation from the group companies for Supervisory Board mandates at group companies.

Until the demerger took effect, today’s CECONOMY AG was the parent company of today's METRO AG, which was formerly trading under METRO Wholesale & Food Specialist AG. The following compensation for individual members of the Supervisory Board of METRO AG was granted by CECONOMY AG for members of the Supervisory Board of CECONOMY AG:

Beyond this, the members of the Supervisory Board were not granted any remuneration or benefits for work performed, in particular consulting and brokerage services, on behalf of companies of METRO in the sense of Subsection 5.4.6 of the German Corporate Governance Code.