Report of the Supervisory Board

With the significant acceleration of like-for-like sales growth by 2.4% (including METRO China) METRO reaches the outlook delivered for the financial year 2018/19. Thereby METRO confirms that the focus on the wholesale business is already moving in the right direction, although METRO is still dealing with a difficult market environment in Russia. EBITDA (excluding earnings from real estate divestments) was also in line with the forecasted corridor with around −4% compared to the previous year.

With regard to the voluntary takeover offer issued by EP Global Commerce in summer 2019, Management Board and Supervisory Board were of the opinion that the offered price significantly undervalues the earnings’ power and value perspective of METRO. It is now up to all of us to dedicate all our strengths to realize the real value of METRO!

Strategic projects planned with foresight, such as for example the sale of the majority stake in METRO China, affirm the clear focus on the target of being a pure wholesaler. Another major step towards reaching this target is the planned sale of Real which is driven forward, cautiously keeping an eye on the prospectus for the employees and the future viability of Real.

At the end of the financial year, we initiated a change in the Management Board. Heiko Hutmacher is leaving the company at his own request at the end of the year. We thank Heiko Hutmacher for his support in the last 8 years. Andrea Euenheim is taking over the position as Labour Director. We are convinced that she is an experienced and inspiring new member of the Management Board of METRO AG.

On behalf of the Supervisory Board, I would like to thank the Management Board and all employees for their work in financial year 2018/19, which was not only marked by greater intensity and more focus on the wholesale business but also by a large number of strategic projects.

The demonstrated commitment is one of the most important prerequisites for a further successful growth of our company.

Jürgen Steinemann

Chairman of the Supervisory Board

Profile

Jürgen Steinemann was born in 1958 in Damme, Germany. He graduated with a degree in business administration from the European Business School in Wiesbaden, London and Paris in 1985 and initially held different management positions at Eridania Béghin-Say, Unilever and Nutreco. Jürgen Steinemann was CEO of Barry Callebaut AG from 2009 to 2015 and has been a member of the company’s board of directors since 2014. From 2015 to the demerger of the former METRO GROUP in July 2017, Mr Jürgen Steinemann was a member of the Supervisory Board of the former METRO AG (now: CECONOMY AG) and Chairman of the Supervisory Board since February 2016. Jürgen Steinemann has been a member and Chairman of the Supervisory Board of the new METRO AG since 2017.

• More information about the other members of the Supervisory Board can be found at www.metroag.de in the section company – Supervisory Board.

Advice and supervision in consultation with the Management Board

In financial year 2018/19, the Supervisory Board performed the duties imposed on it by law, the Articles of Association and the Code of Procedure. We advised the Management Board in relation to the management of METRO AG and the group and supervised its activities. The Management Board furnished us with detailed written and verbal information on all significant developments within METRO at the Supervisory Board meetings (and also in-between, if necessary) in a timely manner and in accordance with the statutory requirements. Its reporting in particular included information on the intended business policies and other fundamental concerns relating to corporate planning, as well as the ongoing business development and information about the situation of the company and the group (including the risk position, risk management and compliance). The Management Board provided detailed explanations for any deviations from planned business performance. Based on the Management Board’s reports, we discussed all transactions that were of significance to the company at the Supervisory Board meetings and within the committees. The Supervisory Board was involved in all decisions bearing material significance for the company. These decisions included inter alia the joint reasoned statement of Management Board and Supervisory Board with regard to the voluntary takeover offer of EP Global Commerce VI GmbH as well as measures and transactions for which the Supervisory Board’s approval was prescribed by law as well as the Articles of Association or intercompany regulations, such as for example the sale of the majority stake in METRO China. We thoroughly reviewed the relevant matters and discussed benefits, potential opportunities, risks and other implications with the Management Board. Managers from the relevant departments of METRO attended meetings to address particular agenda items.

Prof. Dr Edgar Ernst as the Chairman of the Audit Committee and I as the Chairman of the Supervisory Board continuously, closely and regularly exchanged information and ideas with regard to key issues and pending decisions with the Chief Financial Officer and/or the Chief Executive Officer also outside of meetings. I was also in contact with the members of the Supervisory Board outside of meetings. In our capacity as committee chairmen, Prof. Dr Edgar Ernst and I also reported in detail on the work and recommendations of the respective committees at the subsequent Supervisory Board meeting. Since no matters requiring clarification arose in financial year 2018/19, we did not make use of the Supervisory Board’s rights of inspection and audit pursuant to § 111 Section 2 Sentence 1 and 2 of the German Stock Corporation Act (AktG).

The Supervisory Board held 8 meetings in financial year 2018/19, with 1 meeting convened as an extraordinary meeting. Moreover, 2 resolutions were passed in a written procedure outside a Supervisory Board meeting. In so-called closed sessions, the members of the Supervisory Board regularly exchanged views without the participation of the members of the Management Board. As was customary in the past, both the shareholder and employee representatives on the Supervisory Board of METRO AG discussed relevant agenda items in separate preliminary meetings.

The members of the Supervisory Board are required to disclose any conflicts of interest without delay. Member of the Supervisory Board Dr Florian Funck is also a member of the Management Board of Franz Haniel & Cie. GmbH, which, at the time of the takeover offer by EPGC Global Commerce VI GmbH, indirectly held about 15.20% of the voting rights in METRO AG as documented in the voting rights notification dated 5 October 2018. Due to the business relationship of Franz Haniel & Cie. GmbH with EP Global Commerce, Dr Florian Funck was neither involved in the flow of information in financial year 2018/19 nor did he take part in deliberations and resolutions of the Supervisory Board concerning the voluntary takeover offer of EP Global Commerce VI GmbH. No further conflicts of interest involving members of the Management Board and the Supervisory Board arose in financial year 2018/19.

Key issues covered by Supervisory Board meetings

November 2018 – At this meeting, the Management Board initially informed us routinely about current business developments. In this setting, the Management Board also reported on the status of preparations for a sales process of Real. We then discussed the company’s capital market outlook for 2018/19. We also resolved on the individual performance factors of the members of the Management Board for determining the amount of the short-term incentive for financial year 2017/18 and dealt with Management Board remuneration for 2018/19, in particular the discussion of the individual targets for the individual members of the Management Board. We discussed the annual report on governance functions in the group and, to prepare for the annual report, dealt with the non-financial statement to be issued for the first time in financial year 2017/18. Furthermore, we passed a resolution to mandate a consultant for succession planning in the boards and were informed about the company’s sustainability initiatives and changes in top management.

December 2018 – Our Supervisory Board meeting held on 7 December 2018 focused on the annual and consolidated financial statements and the combined management reports for METRO AG and for the group for financial year 2017/18, including the non-financial statement as well as the proposal for the appropriation of the balance sheet profit to the Annual General Meeting 2019. The auditor attended this discussion and reported on the key findings of his audits. Other important subjects discussed at the Supervisory Board meeting were, in addition to the ordinary report by the Management Board about the current business development, the adoption of a resolution concerning the Report of the Supervisory Board and the Corporate Governance Report for financial year 2017/18, as well as the preparation of the Annual General Meeting 2019. We also received information on the development of preparations for the Real sales process and the company’s communication strategy.

February 2019 – In a meeting held immediately before the Annual General Meeting on 15 February 2019, the Management Board provided information about the current business development. It also reported on the development of the country organisation in China and the status of strategic considerations in this regard. As a precautionary measure, the Supervisory Board adopted a resolution granting power of attorney to a law firm, in particular in relation to potential actions for rescission and/or annulment against resolutions adopted by the Annual General Meeting 2019. Subject to the appointment of the auditor by the Annual General Meeting, we approved the audit assignments for the 2018/19 annual and consolidated financial statements and the review of the condensed financial statements and interim management report for the first half of financial year 2018/19. We also reviewed the status of the public prosecution’s investigation of suspected insider trading and market manipulation. Ultimately, we received information on changes in top management and the review of OTC derivative contracts pursuant to § 32 of the German Securities Trading Act (WpHG, old version).

In a written procedure immediately following the Annual General Meeting, the Supervisory Board re-elected Dr Fredy Raas as a member of the Audit Committee. This re-election was necessary after his membership of the Supervisory Board ended at the end of the Annual General Meeting on 15 February 2019 and he had been re-elected by the Annual General Meeting on the same day.

May 2019 – As part of the information on current business developments, the Management Board provided detailed information on the status of the sales process of Real. The Supervisory Board passed a resolution to mandate an independent consultant to revise the existing remuneration system for the members of the Management Board of METRO AG. After receiving information on the changes in top management, the Supervisory Board dealt with the subject of leadership at METRO and obtained information on talent management and succession planning. Another resolution of the Supervisory Board addressed the adjustment of Mr Heiko Hutmacher’s employment contract with regard to the waiver of the post-contractual restraint on competition. In this context, a resolution was also passed to mandate a consultant (including a budget) for the succession of the position of Labour Director.

Moreover, the members of the Supervisory Board had the opportunity to participate in an internal training event on the subject of ‘HoReCa customers as a strategic basis for METRO’.

June 2019 – The 2-day strategy meeting in Moscow focused on consulting with the Management Board on the status quo and strategy of METRO Wholesale, particularly in Russia and Germany, as well as the group and portfolio strategy. We dealt with the initiatives to transform METRO into a pure wholesaler and to improve earnings. We also talked about the realignment of the business model towards the strategic target groups HoReCa and Traders. The Supervisory Board also discussed personnel matters relating to the Management Board and passed a resolution to terminate the appointment of Mr Heiko Hutmacher as a member of the Management Board and Labour Director by mutual consent no later than 31 December 2019. In this regard, the conclusion of a termination agreement with Mr Heiko Hutmacher was also approved.

July 2019 – On 21 June 2019, EP Global Commerce VI GmbH, a special purpose entity directly held by Mr Daniel Křetínský and Mr Patrik Tkáč, announced that it intended to make a voluntary public takeover offer to the shareholders of METRO AG to acquire all ordinary and preference shares. Consequently, a resolution was passed by the Supervisory Board outside a meeting on the establishment of a Takeover Committee with equal representation for the duration of the takeover process. The task of this committee was to deal with the takeover process on an ongoing basis and to prepare all necessary or expedient tasks and decisions of the Supervisory Board in this respect.

In an extraordinary meeting on 23 July 2019, the Supervisory Board dealt exclusively with the takeover process in addition to the current business development. The strategic and financial parameters of the takeover offer were examined. The measurement and fairness opinions of the respective investment banks were explained in detail and discussed with the financial and legal consultants of the company and the Supervisory Board. After preparatory work by the Takeover Committee and with the support of the financial and legal consultants of the company and the Supervisory Board, the Supervisory Board passed a resolution on a joint reasoned statement by the Management Board and the Supervisory Board of METRO AG pursuant to § 27 of the German Securities Acquisition and Takeover Act (WpÜG) on the voluntary takeover offer.

At the Supervisory Board meeting held at the end of July as scheduled, the members of the Supervisory Board were informed about the status of the takeover process and the sales process of Real. Furthermore, the Supervisory Board received an investment review regarding the acquisition of Pro à Pro in February 2017. With regard to personnel matters relating to the Management Board, a resolution was passed on the appointment of Ms Andrea Euenheim as a member of the Management Board and as Labour Director of METRO AG effective 1 November 2019 and on the corresponding revocation of Mr Heiko Hutmacher as Labour Director. The Supervisory Board also discussed the concept prepared by the Presidential Committee with support of the remuneration consultant for the revision of the remuneration system for the Management Board.

September 2019 – At its September meeting, the Supervisory Board focused on budget and medium-term planning for financial year 2019/20 and subsequent years. Moreover, the Supervisory Board was updated on the sales process of Real and discussed the strategic options with regard to METRO China. Routinely, the Supervisory Board dealt with the remuneration of the Management Board and resolved on the performance targets of the short-term incentive for financial year 2019/20 for the members of the Management Board. In addition, the Supervisory Board adopted schedules of responsibilities of the Management Board of METRO AG, which are valid from 1 October 2019 and from 1 November 2019, when Ms Andrea Euenheim joined the Management Board. Furthermore, we again discussed the concept for revising the Management Board remuneration system. We resolved on the declaration of conformity pursuant to § 161 of the German Stock Corporation Act (AktG) and mandated the auditor to conduct a limited assurance audit of the company’s non-financial statements. After METRO Germany’s management was filled with a dual leadership position in July 2019, Co-CEOs Frank Jäniche and Christof Knop introduced themselves to the Supervisory Board and explained their strategic and operational plans. The Management Board also provided an overview of the development of the company’s IT strategy and information about the project to introduce a new goods management system.

Work in the committees

For the purpose of effectively performing its duties, the Supervisory Board relies on the work of 4 permanent committees: the Presidential Committee, the Audit Committee, the Nomination Committee and the Mediation Committee pursuant to § 27 Section 3 of the German Co-determination Act (MitbestG). Furthermore, a Takeover Committee was set up for the duration of the takeover process. The committees prepare the board-level consultations and resolutions. In addition, also decision-making responsibilities were transferred to the committees within the legally allowed parameters. The respective chairmen of the committees report to the Supervisory Board regularly and comprehensively with regard to the work in the committees. A detailed description of the working methods of the committees is contained in the corporate governance report, which is combined with the declaration on corporate management pursuant to §§ 289f and 315d of the German Commercial Code (HGB). The corresponding versions as well as information about the current members of the Supervisory Board can be found on the website www.metroag.de/en in the section Company – Corporate Governance.

The permanent committees of the Supervisory Board are composed as follows (status: 4 December 2019):

• Presidential Committee: Jürgen Steinemann (Chairman), Werner Klockhaus (Vice Chairman), Xaver Schiller, Dr Liliana Solomon
• Audit Committee: Prof. Dr Edgar Ernst (Chairman), Werner Klockhaus (Vice Chairman), Thomas Dommel, Dr Florian Funck, Dr Fredy Raas, Xaver Schiller
• Nomination Committee: Jürgen Steinemann (Chairman), Gwyn Burr, Prof. Dr Edgar Ernst
• Mediation Committee pursuant to § 27 Section 3 of the German Co-determination Act (MitbestG): Jürgen Steinemann (Chairman), Werner Klockhaus (Vice Chairman), Prof. Dr Edgar Ernst, Xaver Schiller

The Supervisory Board’s Takeover Committee, which was set up for the duration of the takeover process, comprised the following members:

Jürgen Steinemann (Chairman), Thomas Dommel, Prof. Dr Edgar Ernst, Werner Klockhaus, Xaver Schiller, Alexandra Soto

Presidential Committee – The Presidential Committee is mainly concerned with the personnel issues of the members of the Management Board and monitors compliance with legal regulations and the application of the German Corporate Governance Code. In accordance with § 107 Section 3 Sentence 4 of the German Stock Corporation Act (AktG), the Presidential Committee passes resolutions on urgent matters and matters submitted to it by the Supervisory Board. The Presidential Committee held 6 meetings in financial year 2018/19, 3 meetings were convened as an extraordinary meeting. One of the key areas of the committee’s work was the preparation of the resolutions to be adopted by the Supervisory Board with regard to the appointment of Ms Andrea Euenheim as a member of the Management Board and Labour Director of METRO AG as of 1 November 2019 and on the amicable departure of Mr Heiko Hutmacher from the Management Board effective 31 December 2019. Another focus was the work on a concept for revising the existing Management Board remuneration system. Moreover, the committee prepared the individual and strategic performance targets for the members of the Management Board for financial year 2018/19, as well as the short-term incentive for financial year 2019/20. Further issues addressed by the Presidential Committee included corporate governance at METRO, especially the preparation of the declaration of conformity in accordance with § 161 of the German Stock Corporation Act (AktG). The committee also focused on the development of talent management and targeted internal succession planning at various organisational levels.

Audit Committee – The Audit Committee is responsible for supervising the company’s accounting, accounting processes, the effectiveness of the internal control system, the risk management system, the internal audit system, compliance and the audit of the annual financial statements (in particular relating to the selection and independence of the auditor and any additional performances rendered by the auditor). 7 committee meetings were held in financial year 2018/19, 1 of which was extraordinarily convened. The CFO, the CEO and I as the Chairman of the Supervisory Board attended all meetings. The auditor and managers of the relevant departments of METRO were consulted on selected issues.

The Audit Committee prepared the meeting of the Supervisory Board in December 2018 and conducted an in-depth review of the annual and consolidated financial statements for financial year 2017/18, the combined management report of METRO AG and the group for financial year 2017/18 as well as the combined non-financial statement contained in the combined management report. The results of the audit were discussed by the Supervisory Board in the presence of the auditor. This formed the basis for the Audit Committee to issue recommendations for resolutions to the Supervisory Board after detailed discussion. These included, in particular, the recommendation to approve the annual and consolidated financial statements for financial year 2017/18 and to approve the Management Board’s proposal to the Annual General Meeting 2019 on the appropriation of the balance sheet profit. The members of the Audit Committee discussed the quarterly statement and the half-year financial report for financial year 2018/19 prior to their respective publication.

The Audit Committee also prepared the audit engagements for financial year 2018/19 and considered the auditor’s planning of the audit as well as the key audit areas. The committee was informed about the so-called non-audit services provided by the auditors and intensively examined the governance functions within the group (internal control systems, risk management system, internal audit and compliance), the draft budget presented by the Management Board, the group controlling plan and the audit plan prepared by the Internal Audit unit. The Audit Committee further requested information about significant projects and legal issues. They particularly included the legally required ongoing development of European and international accounting standards, accounting-related changes and an evaluation of the ensuing implications for METRO.

The Audit Committee also received reports on business developments between meetings in separate telephone calls in which the Chairman of the Management Board and the Chief Financial Officer took part as scheduled.

Nomination Committee – The Nomination Committee is responsible for proposing suitable candidates for the Supervisory Board’s election proposals to the Annual General Meeting. In financial year 2018/19, 2 committee meetings were held for the purpose of preparing election proposals to the Annual General Meeting.

Takeover Committee – In connection with the voluntary takeover offer of EP Global Commerce VI GmbH, this committee dealt with the takeover process and prepared all necessary or expedient tasks and decisions of the Supervisory Board, in particular the joint reasoned statement of the Management Board and the Supervisory Board pursuant to § 27 of the German Securities Acquisition and Takeover Act (WpÜG). Moreover, the Takeover Committee was authorised to select and commission external consultants, in particular financial and legal consultants, in connection with the takeover offer. The Takeover Committee met 6 times. Due to the short-term nature of the scheduled meetings, the option of telephone participation was also granted.

Mediation Committee – The Mediation Committee formulates proposals for the appointment and revocation of members of the Management Board in cases pursuant to § 31 of the German Co-determination Act (MitbestG). The Mediation Committee did not convene a meeting in financial year 2018/19.

Individual attendance at meetings

The individual attendance of members of the Supervisory Board at meetings of the Supervisory Board and its committees is disclosed in the following:

Corporate governance

In September 2019, the Management Board and the Supervisory Board of METRO AG issued their declaration of conformity with regard to the recommendations of the Government Commission on the German Corporate Governance Code pursuant to § 161 of the German Stock Corporation Act (AktG) and published the declaration of conformity on the website www.metroag.de/en in the section Company – Corporate Governance. Reporting on METRO’s corporate governance is provided in the Declaration on Corporate Management | Corporate Governance Report. This document has also been published on the website www.metroag.de/en in the section Company – Corporate Governance.

Annual and consolidated financial statements

KPMG AG Wirtschaftsprüfungsgesellschaft has reviewed the Annual Financial Statements prepared by the Management Board in accordance with the German Commercial Code (HGB) and the consolidated financial statements prepared by METRO AG based on the International Financial Reporting Standards (IFRS). It also reviewed the combined management report for METRO AG and the group for financial year 2018/19 and issued an unqualified audit certificate. The auditor also issued an unqualified certificate about the combined non-financial statement contained in the management report as a result of his audit to provide limited assurance. The auditor provided a written report on the audits.

The documents for the annual financial statements, including the combined non-financial statement, and the audit reports were discussed and reviewed in great detail during the meeting of the Audit Committee on 3 December 2019 and in the Supervisory Board meeting on 4 December 2019 in the presence of the auditor. Prior to these meetings, the required documents were distributed to all members of the Audit Committee as well as the Supervisory Board, giving them sufficient time to review them. In both meetings, the auditor reported about the key findings of his audit and was at the Supervisory Board’s disposal to answer questions and provide additional information also in the absence of the Management Board.

The auditor also provided information on services rendered in addition to auditing services. No issues resulting in a disqualification due to bias arose.

Based on our own review of the Annual Financial Statements, the consolidated financial statements and the combined management report as well as the combined non-financial statement for financial year 2018/19, we had no objections and the Supervisory Board approved the result of the audit. As recommended by the Audit Committee, we approved the Annual Financial Statements and the consolidated financial statements submitted by the Management Board. The METRO AG Annual Financial Statements are thus adopted. Following a careful own review and consideration of the interests involved, we approved the Management Board’s proposal to the Annual General Meeting 2020 for the appropriation of the balance sheet profit.

Appointments and resignations

The office terms of the members of the Supervisory Board Ms Eva-Lotta Sjöstedt, Ms Alexandra Soto and Dr Fredy Raas ended at the end of the METRO AG Annual General Meeting on 15 February 2019. On the same day, they entered a new office term through election by the Annual General Meeting. In light of the change in the shareholding structure, member of the Supervisory Board Dr Florian Funck resigned his mandate with effect from the end of 7 December 2019.

Effective 1 November 2019, the Supervisory Board appointed Ms Andrea Euenheim as a member of the Management Board and Labour Director. She is succeeding Mr Heiko Hutmacher, who is leaving the company as of 31 December 2019.

Düsseldorf, 4 December 2019

The Supervisory Board

Jürgen Steinemann
Chairman

• Information about the members of the Supervisory Board can be found on the website www.metroag.de/en in the section Company – Supervisory Board.