46. Remaining legal issues
Successful completion of the demerger
On 6 February 2017, the Annual General Meeting of the former METRO AG (registered in the commercial registry at the Düsseldorf Local Court under HRB 39473) resolved to demerge the former METRO GROUP into 2 independent listed companies that are specialists in their respective market segment; the former METRO AG has changed its name and is now trading as CECONOMY AG. A number of shareholders took legal action against the planned demerger of the group by seeking various legal remedies, such as action for annulment, rescission and/or declaratory action, including against the resolution passed by the Annual General Meeting of CECONOMY AG on 6 February 2017 concerning the Meeting’s approval of the demerger agreement as well as against the agreement itself. All of these legal challenges against CECONOMY AG are pending before the Düsseldorf District Court; pursuant to the provisions of the demerger agreement, METRO AG (registered in the commercial registry at the Düsseldorf Local Court under HRB 79055, formerly trading under METRO Wholesale & Food Specialist AG) must bear the costs of the litigation and proceedings relating to the demerger. On 15 November 2017, oral proceedings regarding these claims were held before the District Court of Düsseldorf. METRO AG maintains its position that all of these legal challenges are inadmissible and/or unfounded and has therefore not recognised corresponding risk positions in its accounts. While the legal challenges against the demerger resolution passed by the Annual General Meeting prevented registration of the resolution in the commercial registry of CECONOMY AG, the Düsseldorf Higher Regional Court ruled, following a hearing in the special proceedings (Freigabeverfahren) pursuant to the German Transformation Act instigated by CECONOMY AG on the grounds of the aforementioned legal challenges on 22 June 2017, in favour of the petitioner, holding that the legal challenges mounted against the resolution passed by the Annual General Meeting do not preclude registration of a demerger and spin off in the commercial registry and that the prerequisites for such registration have in fact been met. The demerger became effective upon registration in the commercial registry of CECONOMY AG on 12 July 2017. All shares in METRO AG have been trading on the Frankfurt Stock Exchange and Luxembourg Stock Exchange since 13 July 2017.
Further remaining legal issues
Companies of the METRO group form a party to judicial or arbitration and antitrust law proceedings in various European countries. Insofar as the liability has been sufficiently specified, appropriate risk provisions have been formed for these proceedings.
In addition, the group companies are increasingly exposed to regulatory changes related to procurement and changed sales tax regulations in some countries. Regarding procurement, in some countries, such as Russia and the Czech Republic, this led to adaptation of the procurement model of the respective group company to align with the modified regulatory framework conditions in complex change processes.
Group companies claim damages against companies that are in violation of antitrust laws and have caused damage to the METRO group, for example, certain credit card companies or sugar manufacturers.