Notes to the Business Combinations

Eijsink

Pursuant to the purchase contract dated 31 March 2022, METRO Hospitality Digital Holding GmbH acquired 100% of the shares in Eijsink Hengelo Werkmaatschappij B.V. and its 5 subsidiaries (Eijsink) from just booq B.V. and Eijsink Hengelo Holding B.V., Netherlands, with immediate effect. The purchase price paid with cash was in the mid double-digit million euro range.

Headquartered in the Netherlands, Eijsink is an established provider of point-of-sale solutions for the hospitality industry. Eijsink offers booq, a cloud-based, device-independent POS system that has been successfully established on the Benelux market in recent years. The company has around 8,000 customers and 200 employees. Through the transaction, METRO takes another strategic step towards becoming a multichannel solution provider. The partnership of Hospitality Digital and Eijsink makes it possible to expand the offering of digital solutions for the hospitality industry through the expansion of existing DISH solutions. The booq software is projected to be introduced in 2 European countries per year.

The initial consolidation was carried out as of 31 March 2022. Eijsink is part of the segment Others.

The fair values of the acquired assets and liabilities assumed as of the acquisition date were as follows:

The residual value method was used to determine the fair values of the

acquired intangible assets. The residual value method is based on the present value of the expected net cash flows generated by the customer relationships and software, excluding any cash flows associated with supporting assets.

The gross amount of trade receivables is €2 million, of which €0 million was assessed as probably uncollectible at the time of the acquisition.

Costs of less than €1 million were incurred in connection with the transaction and are included in administrative expenses.

With regard to the determination of the purchase price, the initial consolidation of Eijsink should be considered to be preliminary. The acquisition of Eijsink resulted in goodwill of €46 million, which is mainly attributable to the future earnings potential as well as the expected synergy effects. The recognised goodwill is not deductible for tax purposes.

Since its initial consolidation on 31 March 2022, Eijsink has contributed €14 million to METRO’s sales and €1 million to profit or loss for the period.

Assuming that the acquisition had taken place on 1 October 2021, Eijsink would have contributed €27 million to METRO’s sales and reduced its profit or loss for the period by €2 million.

C & C Abholgroßmärkte Gesellschaft m.b.H.

Pursuant to the purchase contract dated 26 August 2021, METRO Cash & Carry Österreich GmbH acquired 100% of the shares in C & C Abholgroßmärkte Gesellschaft m.b.H. (AGM) with 9 wholesale stores, the delivery business belonging to the establishment and the company headquarters in Salzburg on 2 May 2022. 2 of the locations, Klagenfurt and Bludenz, have to be sold again due to antitrust requirements. Purchase contracts have been signed for both locations in the meantime.

The purchase price paid with cash was in the mid double-digit million euro range.

AGM is an established wholesaler with a focus on the hotel and hospitality industry in Austria. The AGM stores that are the subject of the transaction as well as the company headquarters in Salzburg employ around 430 people. The AGM stores complement the store-based wholesale network as well as the delivery business (Food Service Distribution – FSD) of METRO Austria. With an increased market presence, METRO offers existing and new customers added value in terms of products and services and broadens its expertise in the hospitality wholesale business in Austria with a focus on the hotel, hospitality and communal catering sectors.

The initial consolidation was carried out as of 2 May 2022. AGM is part of the segment West.

The fair values of the acquired assets and liabilities assumed as of the acquisition date were as follows:

The gross amount of trade receivables is €10 million, of which €0 million was assessed as probably uncollectible at the time of the acquisition.

Costs of €2 million were incurred in connection with the transaction and are included in administrative expenses.

The initial consolidation of AGM should be considered to be preliminary with regard to the determination of the final purchase price and the valuation of the assets and liabilities in the opening balance sheet. For the time being, no significant goodwill arose from the initial consolidation.

Since its initial consolidation on 2 May 2022, AGM has contributed €64 million to METRO’s sales and €0 million to profit or loss for the period.

Assuming that the acquisition had taken place on 1 October 2021, AGM would have contributed €121 million to METRO’s sales and reduced its profit or loss for the period by −€3 million.

Günther group

Pursuant to the purchase contract dated 16 December 2021, METRO Gastro Equipment Holding GmbH acquired shares in D. u. E. Günther GmbH, Bergkirchen (100%), Hermann Großküchentechnik Hotel- und Gastronomiebedarf GmbH, Immenstadt (100%) and a majority stake with 56% of the shares in Siller & Laar Großküchentechnik u. Gastronomiebedarf GmbH, Augsburg, as of 1 August 2022. As part of the transaction, METRO also acquired the logistics centre in Bergkirchen and the operational property in Immenstadt.

The total purchase price paid in cash was in the upper single-digit million euro range.

With the acquisition of the 3 companies from southern Germany specialising in professional kitchens, METRO is entering the single-line retail and service sector for hospitality and canteen kitchen technology. Furthermore, METRO is consolidating the strategic partnership in the field of canteen kitchen technology between METRO Deutschland and PENTAGAST, Germany’s leading association of hospitality and canteen kitchen equipment suppliers, which has been in place since 2019.

The Günther group provides METRO Deutschland with access to complementary customer groups in southern Germany, such as hotel chains or large canteens, as well as to companies in the communal catering sector. This allows METRO to present itself as a holistic solution partner during the restaurant start-up phase by offering consulting, trade and service expertise and providing long-term, comprehensive support to restaurateurs.

The initial consolidation was carried out as of 1 August 2022. The Günther group is part of the segment Others.

The fair values of the acquired assets and liabilities assumed as of the acquisition date were as follows:

The gross amount of trade receivables is €4 million, of which €0 million was assessed as probably uncollectible at the time of the acquisition.

A contingent consideration was agreed in the purchase contract based on the achievement of certain future earnings targets agreed in the purchase contract. The obligation arising from this consideration is a maximum amount of €1 million and is reported under other liabilities.

Costs of less than €1 million were incurred in connection with the transaction and are included in administrative expenses.

The initial consolidation of the Günther group should be considered to be preliminary with regard to the determination of the final purchase price and the valuation of the assets and liabilities in the opening balance sheet. For the time being, no significant goodwill arose from the initial consolidation.

Since its initial consolidation on 1 August 2022, the Günther group has contributed €6 million to METRO’s sales and €0 million to profit or loss for the period.

Assuming that the acquisition had taken place on 1 October 2021, the Günther group would have contributed €36 million to METRO’s sales and reduced its profit or loss for the period by −€1 million.