The remuneration system for members of the Management Board

The remuneration system for the Management Board of METRO AG, which has been in force since 1 October 2020, is geared to benefit the efficient, long-term progress of the company. In addition to promoting the strategic objectives of the company, it also fosters responsible action and sustainable profitable growth by incorporating the interests of shareholders, customers, employees and other stakeholders in the variable remuneration.

The agreed remuneration of the members of the Management Board is made up of

• a fixed salary,
• a short-term variable remuneration,
• a long-term variable remuneration,
• a pension plan as well as
• other non-monetary and supplemental benefits.

The fixed remuneration components make up 36% to 47% of the target total remuneration of a member of the Management Board, while the variable remuneration components comprise the remaining 53% to 64%. The target total remuneration is defined as the sum of all fixed and variable remuneration components in the event of 100% target achievement. The supplemental benefits are reflected with the theoretical maximum amount. The variable remuneration consists of short-term incentive and long-term incentive at a ratio of approximately 40: 60.

The focus of the group’s operational management is on the value drivers that have a direct impact on the company’s medium- and long-term targets and are directly related to the strategy. Thus, sales growth as a sales indicator, EBITDA as an earnings indicator and Return on Capital Employed (RoCE) as a profitability indicator form the basis for the short-term variable remuneration of the Management Board. In order to account for the individual performance differentiation and the overall work of the Management Board, priority topics defined by the Supervisory Board of METRO AG are included in the short-term variable remuneration. In an effort to ensure the sustainable, long-term development of the company, the long-term variable remuneration is based on the share price development as well as earnings per share.

The remuneration system for members of the Management Board

Total remuneration and the individual remuneration components are geared appropriately to the responsibilities of each individual member of the Management Board, his or her personal performance and the company’s economic situation. They fulfil the legal stipulations regarding customary remuneration. Furthermore, it is ensured that the remuneration does not exceed a customary remuneration in the market without special reasons.

The remuneration amount for each member of the Management Board is individually limited – in each case with regard to the individual remuneration components as well as the total payout cap. The theoretically achievable maximum remuneration specified in the remuneration system is generally limited to €8.5 million for the Chairperson of the Management Board and to €5 million for an ordinary member of the Management Board. However, the individual remuneration thresholds granted in relation to a financial year are below these maximum limits for the members of the Management Board and are set as follows for financial year 2020/21: for Dr Steffen Greubel at €6,271,600, for Christian Baier at €4,516,000, for Andrea Euenheim at €3,249,273, for Rafael Gasset at €4,040,000 and for Eric Poirier at €4,065,000. For Olaf Koch, whose employment contract ended on 31 December 2020, the maximum amount in relation to a full contract year was €8,034,800. The upper cap limits for the variable remuneration components and the supplemental benefits including post-employment benefits are contractually agreed as follows:

Fixed salary

The fixed salary is contractually agreed with the members of the Management Board and is paid out in monthly instalments.

Short-term variable remuneration (short-term incentive, STI)

The short-term incentive rewards the operational development of the company based on the success in the respective financial year. A target amount for the short-term incentive is contractually defined for each member of the Management Board.

Success is based on 2 parameters. The financial success parameters are aimed at profitable growth. The strategic performance parameters are based on a highly focused list of objectives consisting of group targets and individual departmental targets of the respective member of the Management Board. They also specifically include the company’s environmental/social/governance (ESG) targets.

Short-Term Incentive (STI)

Financial performance parameters

The short-term incentive for financial year 2020/21 is based on the following financial performance parameters of the group:

• like-for-like sales development (sales growth in local currency related to a comparable area or a comparable portfolio of stores or distribution concepts such as delivery and online business), at 40%,
• exchange rate-adjusted earnings before deduction of interest, taxes, depreciation/amortisation (EBITDA), excluding real estate transactions and transformation costs, at 40%,
• exchange rate-adjusted Return on Capital Employed (RoCE), excluding real estate transactions and transformation costs, at 20%,

in each case based on the target amount.

Instead of one of the financial performance parameters applicable for financial year 2020/21, the Supervisory Board may also apply any of the other financial performance indicators listed in the combined management report and the group management report for subsequent financial years; for example, this may be the case if it is convinced that the alternative parameter is more suitable as a performance indicator for the long-term development of the company.

Generally, target values for each of the 3 financial performance parameters are set by the Supervisory Board before the beginning of the financial year. The targets are based on the budget plan, which requires the approval of the Supervisory Board. To determine whether a target has been achieved, the Supervisory Board defines a floor/entry hurdle for each performance target and a target value for 100% target achievement. A factor is allocated to the specific degree of target achievement for each performance target:

• If the degree of target achievement is 100%, the factor is 1.0.
• If the degree of target achievement is lower or equal to the floor/entry hurdle, then the factor is 0.0.
• In the case of intermediate values and values over 100%, the factor for target achievement is calculated using linear interpolation and/or extrapolation.

In financial year 2020/21, there was an exceptional adjustment of the financial performance parameter target values during the year in connection with the Covid-19 pandemic and the associated regulatory measures and restrictions for the HoReCa sector.

To determine whether the EBITDA target has been achieved, the Supervisory Board is authorised to adjust the EBITDA for any possible impairment losses on company value.

The overall target achievement of the financial performance parameters is calculated from the determined target achievement factors for each of the financial performance targets. The weighted arithmetic mean of the individual factors is the overall target achievement factor, which is limited to a factor of 2.0.

Strategic performance parameters

Generally before the beginning of each financial year, the Supervisory Board determines department-specific and joint priority topics for each member of the Management Board. The topics are related to the current development of the company and aligned with the strategic orientation. Clearly defined, fundamentally measurable criteria ensure that they can be properly assessed. For example, these priority topics include implementation of ongoing large-scale projects at Management Board level and, in particular, ESG targets such as customer satisfaction, employee satisfaction, succession planning, diversity and sustainability. The factor determined from the target achievement of the strategic performance parameters can be between 0.8 and 1.2 and accordingly reduces or increases the determined payout amount based on the financial performance parameters.

Determination of the payout amount

The payout amount of the short-term incentive for the members of the Management Board is calculated by multiplying the target amount by the factor of the overall target achievement of the financial performance parameters and the factor determined for the strategic performance parameters. The payout amount of the short-term incentive is limited to a maximum of 200% of the individually determined target value (payout cap).

An additional condition for the payout of the short-term incentive is that positive free cash flow it generated. Thus, payout of the short-term incentive never occurs if the free cash flow for the financial year in question is negative, unless the negative free cash flow is based on a plan approved by the Supervisory Board.

Determination of STI target achievement

The short-term incentive of the members of the Management Board is generally payable 4 months after the end of the financial year, but not before approval of the annual and consolidated financial statements by the Supervisory Board for the financial year for which the incentive was agreed.

When a member of the Management Board leaves, the short-term incentive for this financial year is determined pro rata temporis and paid out as outlined in the system.

Long-term variable remuneration (long-term incentive, LTI)

The long-term incentive reinforces the sustainable development of the company and sets incentives for a sustainable, long-term increase in the value of the company. It also considers the internal and external value development over a period of several years as well as the interests of the shareholders and other stakeholders associated with the company. A target amount for the long-term incentive is contractually defined for each member of the Management Board.

Performance cash plan (from financial year 2020/21 onwards)

Since financial year 2020/21, the long-term incentive has been structured as a performance cash plan. The tranches to be granted annually have a term of 4 years, which begins on 1 October of the financial year for which the tranche is granted (grant year). The cut-off date for granting of the tranches is the 21st stock exchange trading day after the Annual General Meeting in the grant year. In case of employment termination of a member of the Management Board before the end of the term of a tranche, separate payment regulations have been agreed.

The performance cash plan is based on the achievement of 2 performance targets:

• the relative development of the total shareholder return (TSR) of the METRO ordinary share, each with a weighting of 50% in comparison to the MDAX and a peer group of competitors, at 60%,
• the basic earnings per share (Earnings per Share – EPS) against a defined absolute target value, at 40%.

Long-term incentive (LTI) – performance cash plan

TSR component: the target achievement factors of the TSR component are measured by the development of the total shareholder return of the METRO ordinary share in the TSR performance period relative to a defined benchmark index and to a peer group of competitors – half against the development of the MDAX TSR and half against the development of the TSR of a defined peer group of competitors over the same period as the METRO TSR. The TSR value of the peer group of the competitors is determined individually for the members of the peer group and then the median is determined. The competitor peer group is composed of the following companies: Bidcorp, Marr, Eurocash Group, Performance Food Group, US Foods, Sysco and Sligro. Only companies that are listed for the entire performance period are included in this group. If TSR values are available for fewer than 6 companies in this peer group, then the METRO TSR will be exclusively compared with the MDAX TSR – and the comparison with the peer group will not apply.

For the TSR component, the Supervisory Board usually establishes a floor/entry hurdle and a TSR target value for the 100% target achievement at the beginning of the financial year in which the tranche of the performance cash plan is granted.

To determine target achievement, the Xetra closing prices of the METRO ordinary share are determined over a period of 20 consecutive stock exchange trading days immediately after the company’s Annual General Meeting in the year in which the tranche is granted. The arithmetic mean calculated from this figure is called the starting share price. The performance period for this component begins on the 21st trading day after the Annual General Meeting. 3 years after the starting share price has been determined and the tranche has been issued, the Xetra closing prices of the METRO ordinary share are again determined over a period of 20 consecutive stock exchange trading days immediately after the Annual General Meeting. This is used again to establish the arithmetic mean, the so-called closing share price. The TSR is determined as a percentage on the basis of the change in the METRO ordinary share price and the total amount of hypothetically reinvested dividends throughout the performance period in relation to the starting share price.

Determination of target achievement for TSR performance

The resulting METRO TSR is compared to the TSR of the 2 peer groups in the performance period determined in the same way. A factor is allocated to the specific degree of target achievement:

• If the degree of target achievement at the end of the performance period is 100%, the factor is 1.0. This requires an outperformance of 5 percentage points compared to the peer groups.
• If the degree of target achievement is lower or equal to the entry hurdle, then the factor is 0.0.
• In the case of intermediate values and values over 100% up to a maximum of 300%, the factor for target achievement is calculated using linear interpolation and/or extrapolation.

EPS component: for the EPS component, the Supervisory Board generally decides at the beginning of the financial year in which the tranche of the performance cash plan is granted on a floor/entry hurdle for target achievement and an EPS target value for 100% target performance for the 3^rd financial year of the EPS performance period. A factor is allocated to the specific degree of target achievement:

• If the degree of target achievement at the end of the performance period is 100%, the factor is 1.0.
• If the degree of target achievement is lower or equal to the entry hurdle, then the factor is 0.0.
• In the case of intermediate values and values over 100% up to a maximum of 300%, the factor for target achievement is calculated using linear interpolation and/or extrapolation.

Determination of EPS performance target achievement

Determination of the payout amount: the amount to be paid out at the end of the tranche term is determined from the target achievement factors of the TSR and EPS components based on the target amount attributable to the performance target in each case. The target achievement factor for each individual component is limited to a maximum of 3.0. The payout amount is limited to a maximum of 250% of the individually determined target amount (payout cap).

The tranches of the performance cash plan are paid out in the month following the end of the term, but not before all annual and consolidated financial statements for the financial years of the EPS performance period have been approved by the Supervisory Board.

With the introduction of the performance cash plan, the so-called share ownership guidelines were unlinked from the long-term incentive with the intent to increase clarity and reduce complexity. The guidelines were contractually agreed in a separate agreement.

Performance share plan (financial years 2016/17 to 2019/20)

The annually granted tranches of the performance share plan and their associated performance targets are generally based on a multi-year assessment. The performance period is usually 3 years. In case of employment termination of a member of the Management Board before the end of the term of a tranche, separate payment regulations have been agreed.

Each member of the Management Board was initially allocated conditional performance shares. Their amount corresponds to the quotient of the individual target amount and the arithmetic mean of the share price of the METRO ordinary share upon allocation. The decisive factor here was the average Xetra closing prices of the METRO ordinary share over a period of 40 consecutive stock exchange trading days immediately after the Annual General Meeting of the company in the year of the allocation.

The performance period ends after the 40th stock exchange trading day following the Annual General Meeting in the 3rd financial year following the issuance of the tranche. After the performance period of a tranche, the final number of performance shares is determined. That number depends on the achievement of 2 performance targets, each with a 50% weighting in the target amount of the performance share plan:

• the relative development of the total shareholder return (TSR) of the METRO ordinary share, each with a 50% weighting in comparison to the MDAX and a peer group of competitors,
• the basic earnings per share (EPS) against a defined absolute target value.

Long-term incentive (LTI) – performance share plan

TSR component: the target achievement factor of the TSR component is measured by the development of the total shareholder return of the METRO ordinary share in the performance period relative to a defined benchmark index and to a defined peer group – half against the development of the MDAX TSR and half against the development of the average TSR of a defined peer group of competitors over the same period as the METRO TSR. The TSR value of the peer group of the competitors is determined individually for the members of the peer group and then the arithmetic mean is established. The competitor peer group is composed of the following companies: Bidcorp, Bizim Toptan, Marr, Eurocash Group, Performance Food Group, US Foods, Sysco and Sligro. Only companies that are listed for the entire performance period are included in this group. If TSR values are available for fewer than 6 companies in this peer group, then the METRO TSR will be exclusively compared with the MDAX TSR – and the comparison with the peer group will not apply. For the tranche of the performance share plan granted in financial year 2019/20, the peer group of competitors was reduced by the company Bizim Toptan for the TSR component; moreover, the median instead of the arithmetic mean was used to determine the TSR value for the peer group.

For the TSR component, the Supervisory Board usually established a floor/entry hurdle and a TSR target value for the 100% target achievement at the beginning of the financial year in which the tranche of the performance share plan was granted.

To determine target achievement, the Xetra closing prices of the METRO ordinary share were determined over a period of 40 consecutive stock exchange trading days immediately after the company’s Annual General Meeting in the year in which the tranche was granted. The arithmetic mean calculated from this figure is called the starting share price. The performance period for this component began on the 41^st trading day after the Annual General Meeting. 3 years after the starting share price is established and the tranche is issued, the Xetra closing prices of the METRO ordinary share are again determined over a period of 40 consecutive stock exchange trading days immediately after the Annual General Meeting. This is used again to establish the arithmetic mean, which is known as the closing share price. The TSR is determined as a percentage on the basis of the change in the METRO ordinary share price and the total amount of hypothetically reinvested dividends throughout the performance period in relation to the starting share price.

The resulting METRO TSR is compared to the TSR of the 2 peer groups in the performance period determined in the same way. A factor is allocated to the specific degree of target achievement:

• If the degree of target achievement at the end of the performance period is 100%, the factor is 1.0. This requires an outperformance of 5 percentage points compared to the peer groups.
• If the degree of target achievement is lower or equal to the entry hurdle, then the factor is 0.0.
• In the case of intermediate values and values over 100% up to a maximum of 300%, the factor for target achievement is calculated using linear interpolation and/or extrapolation.

EPS component: for the EPS component, the Supervisory Board generally decided at the beginning of the financial year in which the tranche of the performance share plan was granted on a floor/entry hurdle for target achievement and an EPS target value for 100% target performance for the 3^rd financial year of the performance period. A factor is allocated to the specific degree of target achievement:

• If the degree of target achievement at the end of the performance period is 100%, the factor is 1.0.
• If the degree of target achievement is lower or equal to the entry hurdle, then the factor is 0.0.
• In the case of intermediate values and values over 100% up to a maximum of 300%, the factor for target achievement is calculated using linear interpolation and/or extrapolation.

Determination of the payout amount: the target achievement factors of the EPS and TSR components are used to form the arithmetic mean that establishes the overall target achievement factor. This is used to determine the target number of performance shares, which results in a cash payment at the end of the performance period of a tranche:

• If the total target achievement factor for both components is 1.0, then the target number of performance shares equals the number of conditionally allocated performance shares.
• If the total target achievement factor is 0.0, then the number of performance shares decreases to 0.
• For all other target achievements, the target number of performance shares is determined by means of linear interpolation or extrapolation.

The target number of performance shares is limited to a maximum of 300% of the conditionally allocated number of performance shares.

The payout amount is calculated per performance share as follows: 3 years after the starting share price has been determined and the tranche has been issued, the Xetra closing prices of the METRO ordinary share will be determined over a period of 40 consecutive stock exchange trading days immediately following the Annual General Meeting. This is used to form the arithmetic mean and all the dividends paid during the performance period for the METRO ordinary share are added to it. This so-called share factor is multiplied by the number of calculated performance shares and establishes the gross payout amount.

The payout amount is limited to a maximum of 250% of the individually determined target amount (payout cap).

The tranches of the performance share plan will be paid no later than 4 months after the Annual General Meeting that decides on the appropriation of the balance sheet profit of the last financial year of the performance period, but not before the approval of all annual and consolidated financial statements for the financial years of the performance period by the Supervisory Board.

Share ownership guidelines

As a prerequisite for the cash payment of performance shares, for each tranche the members of the Management Board are obligated to build up a self-financed investment in METRO ordinary shares by the end of February in the 3rd year of the performance period. The amount to be invested per tranche equals 2 thirds of the respective gross annual fixed salary for the Chairman of the Management Board and 50% for an ordinary member of the Management Board. The plan aims to ensure that, after no more than 5 years of service, the Chairman of the Management Board has invested 200% and an ordinary member of the Management Board 150% of his or her gross fixed salary in METRO ordinary shares, based on the calculated purchase price for the respective shares. The key factor for calculating the purchase price and thus the number of ordinary shares to be acquired is the average price of the Xetra closing prices of the METRO ordinary share over the 40 consecutive stock exchange trading days immediately after the annual press conference, which takes place before February in the 3rd year of the performance period. The purchase price corresponds to the quotient of the amount to be invested, which results from the gross annual fixed salary and the determined average price. If the personal investment to be made in METRO ordinary shares is not, or not fully, met on the relevant closing date, the payout amount will initially be paid out in cash, but with the obligation to invest it in METRO ordinary shares until the share ownership guidelines are met.

Post-employment benefit plans

In addition to the fixed salary, the members of the Management Board receive post-employment benefits, which can be designed flexibly with regard to the implementation method. For all implementation methods, it is ensured that the company contribution of 14% of the defined assessment amount, which is based on the amount of the fixed salary and the target amount of the short-term incentive, is not exceeded.

Direct commitment to the executive pension plan

The company pension plan is offered in the form of a direct commitment with a defined contribution component and a defined benefit component. The defined contribution component is financed jointly by the Management Board and the company. This is based on an apportionment of ‘7 +14’. When a member of the Management Board makes a contribution of 7% of the defined assessment amount, the company will contribute twice the amount. The assessment is based on the amount of the fixed salary and the target amount of the short-term incentive. When a member of the Management Board leaves the company before benefits become due, the contributions retain the level they have reached. This component of post-employment benefit plans is covered on the basis of matching life insurance policies by Hamburger Pensionsrückdeckungskasse VVaG (HPR). The interest rate for the contributions is paid in accordance with the Articles of Association of the HPR with regard to profit participation, with a guarantee applying to the paid-in contribution.

Entitlement to pension plans exists

• if the employment ends with or after reaching the statutory retirement age in the German statutory pension insurance,
• as early post-employment benefit if the employment ends after the age of 60 or after the age of 62 for pension commitments granted after 31 December 2011 and before reaching the regular retirement age,
• in the event of disability or death, provided that the relevant conditions of eligibility are met.

Payment can be made in the form of a one-time capital payment, instalments or a life-long pension. A minimum benefit is granted in the case of invalidity or death. In such instances, the total amount of contributions that would have been credited to the member of the Management Board for every calendar year up to a contribution period of 10 years, but limited to the point when the individual turns 60, will be added to the benefits balance. This component of post-employment benefits plans is not covered by life insurance policies and will be provided directly by the company when the benefit becomes due.

Alternative implementation

As an alternative to the executive pension plan, members of the Management Board may choose to build up post-employment benefits by paying a gross amount on a monthly or annual basis. In this case, the pension can only be financed by the company’s contribution without making a personal contribution and amounts to a maximum of 14% of the defined assessment amount, which is based on the amount of the fixed salary and the target amount of the short-term incentive.

Deferred compensation

Furthermore, members of the Management Board have been offered the option of converting future remuneration components in the fixed salary as well as in the variable remuneration into post-employment benefit plans with HPR as part of a tax-privileged remuneration conversion scheme.

Other non-monetary and supplemental benefits

The supplemental benefits to be granted to the members of the Management Board are contractually agreed, but vary individually in their amount and scope based on the respective contractual situation. They may include the following benefits and non-cash benefits, including any corresponding taxes: provision of a company car with the option of using an internal driving service; conclusion of an accident insurance policy, inclusion in a Directors and Officers (D&O) insurance policy subject to the statutory deductible requirement; subsidy for a preventive health check-up; subsidies for health and long-term care insurance; assumption of costs for security installations, school fees and relocation costs; as well as extended continued pay in the event of illness. Furthermore, there is the option to use company car budgets that have not been fully utilised for post-employment benefits. In exceptional cases, compensation payments may be made to newly appointed members of the Management Board for remuneration promised by the previous employer that lapses due to the change.

In the event of the death of a member of the Management Board during active service, his or her surviving dependants will be paid the fixed salary for the month in which the death occurred as well as for an additional 6 months.

Supplementary clauses

The employment contracts of the members of the Management Board also contain the following clauses:

Share ownership guidelines

With the remuneration system in force since 1 October 2020, the share ownership guidelines have been unlinked from the long-term incentive in order to reduce the complexity of the remuneration system and in particular the long-term incentive. The members of the Management Board are obliged to build up a self-financed investment in METRO ordinary shares (personal investment) over a period of 5 years of service. The amount to be invested for the personal investment is 100% of the fixed salary for a regular member of the Management Board and 200% for the Chairman of the Management Board.

A sale of ordinary shares is only permitted if the personal investment is fulfilled and only for a number of ordinary shares exceeding the mandated personal investment. The personal investment must be retained until at least the date of retirement from the Management Board of the company.

Holdback (malus)/clawback clause

The Supervisory Board reserves the right to take extraordinary developments into account within reasonable limits. In the event of serious violations by a member of the Management Board of his or her legal obligations, the Supervisory Board is entitled, at its sole discretion, to withhold in whole or in part any components of the short-term incentive and the long-term incentive that have not yet been paid out (holdback/malus) and to reclaim any components of the long-term incentive that have already been paid out (clawback). The option of withholding and reclaiming exists even if the appointment as a member of the Management Board or the employment contract has already ended. However, the clawback option is only available until the end of the 3^rd year after payment of the respective long-term variable remuneration.

In addition, the Supervisory Board has the right not to pay the remuneration of a member of the Management Board in whole or in part if he or she negligently or intentionally breaches his or her duties and the company suffers a loss as a result. This is without prejudice to the right to reduce the remuneration to be paid in the future in the event of a deterioration of the company’s position according to § 87 Section 2 of the German Stock Corporation Act (AktG).

Post-contractual restraint on competition

In addition, the employment contracts of the members of the Management Board generally provide for a post-contractual restraint on competition. Accordingly, the members of the Management Board are prohibited from rendering services to or for a competitor for a period of 12 months after termination of the employment contract. For this purpose, compensation for non-competition has been agreed which corresponds to the target remuneration consisting of the fixed salary, short-term incentive and long-term incentive for the duration of the post-contractual restraint on competition and is paid in monthly instalments. These payments are offset against remuneration earned through other work. The company has the option to waive the post-contractual restraint on competition prior to or upon termination of the employment contract with effect from receipt of the corresponding declaration. If the employment contract ends at the agreed contract end date, notification is given, no later than 9 months before the agreed contract end date, as to whether or not the Supervisory Board waives the post-contractual restraint on competition.

Contractual term and benefits in the event of employment termination

The term of the employment contracts is linked to the duration of the appointment and complies with the provisions of the German Stock Corporation Act. The initial appointment of members of the Management Board should not exceed 3 years.

Severance payments in cases of premature terminations of management roles without good cause are limited to 2 annual remunerations (severance cap) and must not exceed the remuneration that would be paid for the remaining term of the employment contract.

Change of control clause

In the event of a change of control, Christian Baier and Olaf Koch, with whom this clause was already agreed in a previously existing employment contract, respectively is or was granted the right to resign from office for good cause within a period of 6 months after the change of control with a notice period of 3 months to the end of the month and to terminate the Management Board contract on this date (extraordinary termination right).

The contractual provisions assume a change of control if either a single shareholder or a number of jointly acting shareholders acquire a controlling interest in the meaning of § 29 of the German Securities Acquisition and Takeover Act (WpÜG) by way of holding at least 30% of the voting rights and the change of control significantly interferes with the responsibilities of a member of the Management Board.

If the extraordinary termination right is exercised, or if the employment contract is terminated on the basis of an amicable agreement within 6 months from the change of control, there is an entitlement to a one-time remuneration payment for contractual claims during the remaining term of the employment contract. In this case, the amount of the severance pay is limited to 150% of the severance payment cap. The entitlement to a severance payment lapses if the employment is terminated by the company for good cause pursuant to § 626 of the German Civil Code (BGB).

No ‘change of control’ clause is agreed for new employment contracts (initial appointment).

Special remuneration

The Supervisory Board may decide on any – even retrospective – special remuneration for extraordinary performance at its reasonable discretion.

Sideline activities

The assumption of supervisory board mandates and offices of a comparable nature in companies outside the group, activities in associations and other committees that are in the interest of the company, as well as the assumption of tasks in charitable, social and other non-profit organisations require prior consent by the Presidential Committee.

If the members of the Management Board assume intra-group mandates, the remuneration of these mandates must be offset against the Management Board remuneration. Generally, this also applies to non-group mandates; however, the Presidential Committee may decide otherwise.

Remuneration of the Management Board in financial year 2020/21

The remuneration of members of the Management Board in financial year 2020/21 is as follows:

Long-term incentive (performance cash plan) in financial year 2020/21

For the tranche of the performance cash plan granted in financial year 2020/21, the target amount is €0.9 million for Christian Baier, €0.618 million for Andrea Euenheim and €0.8 million each for Rafael Gasset and Eric Poirier. Dr Steffen Greubel and Olaf Koch were not granted a tranche of the performance cash plan in financial year 2020/21.

The value of the tranche of the performance cash plan allocated in financial year 2020/21 was calculated by external experts using recognised financial-mathematical methods.

In addition to the tranche of the performance cash plan issued in the reporting year, the active members of the Management Board also have access to the following tranches of the long-term incentive granted during their Management Board activities: Christian Baier to the 2018/19 and 2019/20 tranches of the performance share plan and Andrea Euenheim, Rafael Gasset and Eric Poirier each to the 2019/20 tranche of the performance share plan.

The target achievement factor for the 2017/18 tranche of the performance share plan, whose performance period ended in financial year 2020/21, was 0.1994.

In financial year 2020/21, value adjustments resulted from the current tranches of long-term variable remuneration. The company’s expenses amounted to €0.719 million for Christian Baier, €0.761 million for Andrea Euenheim and €0.846 million each for Rafael Gasset and Eric Poirier. The amount for Olaf Koch was €1.056 million. In financial year 2020/21, provisions of €0.082 million were released.

As of 30 September 2021, the provisions totalled €6.108 million.

Services after the end of employment in financial year 2020/21 (including provisions for post-employment benefit plans)

In financial year 2020/21, a total of €0.621 million was used in accordance with the International Financial Reporting Standards (IFRS) and €0.559 million in accordance with the German Commercial Code (HGB) for the remuneration of the active members of the Management Board of METRO AG for benefits to be provided after the end of their employment (2019/20: €0.68 million determined according to IFRS and HGB). Of this amount, post-employment benefits for Dr Steffen Greubel were €0.185 million under IFRS and €0.113 million under HGB, for Andrea Euenheim €0.159 million under IFRS and €0.169 million under HGB, for Christian Baier €0.196 million under IFRS and under HGB and for Olaf Koch €0.081 million.

Provisions according to IFRS and the German Commercial Code (HGB) amount to approximately €0.03 million for Andrea Euenheim. No further provisions are to be formed.

The present value of the commitment volume according to IFRS and the German Commercial Code (HGB) amounts to approximately €0.2 million for Dr Steffen Greubel, approximately €1.6 million for Christian Baier, approximately €0.4 million for Andrea Euenheim and approximately €4.6 million for Olaf Koch. With the exception of the provision listed in the last paragraph, the cash value of the commitment volume is offset by assets. There is no commitment volume for Rafael Gasset and Eric Poirier, as they have decided to structure a pension plan on their own.

Termination benefits in financial year 2020/21

An agreement was reached with Olaf Koch in financial year 2019/20 for early termination of his employment contract with effect from the end of 31 December 2020. The short-term incentive until 31 December 2020 will be paid to Olaf Koch in accordance with the agreement. The tranches of the long-term incentive already granted to Olaf Koch remain in place and will be settled in accordance with the terms of the plan. No severance payment will be made to Olaf Koch.