Report of the Supervisory Board

The main theme of financial year 2021/22 was the strategic realignment of the wholesale business, after we had divested ourselves of all other business areas in the prior years. Under the leadership of our CEO Dr Steffen Greubel, the Management Board developed the sCore growth strategy. The goal is to streamline the wholesale focus for professional customers, expand the multichannel business model and develop new business segments, such as expanding the franchise concepts for smaller Trader customers and further accelerating key account business.

The management structure within the Management Board was adjusted to fully align with the unmitigated focus on the wholesale business. A Chief Customer & Merchandise Officer (CCMO) position has been established. It is headed by Claude Sarrailh, who has extensive operational experience from his previous roles in purchasing and as CEO of METRO national subsidiaries in Italy and China. At the same time, Rafael Gasset has assumed responsibility for all countries (except Germany and Austria) as Chief Operating Officer (COO). Christian Baier was confirmed as Chief Financial Officer. Finally, Christiane Giesen’s recent appointment as Chief Human Resources Officer once again makes the Management Board team complete. She will use her management experience in the operational business to manage HR in a pragmatic way and provide support for operational business in the countries.

The consistent implementation of the strategy already made a noticeable impact: we ended our financial year 2021/22 with a 21.4% sales growth¹. Adjusted EBITDA grew by around €204 million²¹ compared to the previous year. However, these figures were also bolstered by the tailwind from the reopening of the HoReCa business, especially in H2 after the coronavirus restrictions were finally lifted. Furthermore, significant investments were made in the sales organisation as part of the sCore strategy to boost sales. Particular investments were made in digitalisation: for example, we acquired the digital POS systems provider Eijsink to further enhance the offerings of Hospitality Digital to our customers, and METRO MARKETS continued its expansion.

Of course, financial year 2021/22 was also significantly affected by the momentous war in Ukraine, which not only impacted our international business, but also deeply unsettled us and our employees personally. Nevertheless, even in times like these, our positive business results prove that we are on the right track. The Management Board will jointly and consistently forge ahead with our sCore strategy. At the same time, it will manage the additional macroeconomic impacts such as inflation, supply chain bottlenecks and rising energy costs.

As this financial year is drawing to a close, our deepest gratitude once again goes out to you, our shareholders, for supporting us in our realignment. We also want to extend our appreciation to our customers who remain loyal to us even though, at times, we were not able to serve them to their (as well as our) satisfaction due to issues in the international supply chains. Moreover, we would like to thank all our employees for their commitment. In that regard, we want to especially thank our employees in Ukraine who, despite adverse living and working conditions, continue to demonstrate their strong commitment to our company. We truly appreciate their daily dedication to METRO. Our thoughts are with them and we hope for calmer and more peaceful times.

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. He is currently the CEO of JBS Holding GmbH. From 2015 to the demerger of the former METRO GROUP in July 2017, 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 Chairman of the Supervisory Board of the current METRO AG since 2017.

• More information about the other members of the Supervisory Board can be found on the website www.metroag.de/en in the section About us – Supervisory Board.

Advice and supervision in consultation with the Management Board

In financial year 2021/22, 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 matters within METRO at the Supervisory Board meetings and on other occasions in a timely manner and in accordance with the statutory requirements. Its reporting in particular included information on current business developments, on the intended business policies and other fundamental concerns relating to corporate planning as well as information about the situation of the company and the group (including the risk position, risk management and compliance). The Management Board provided explanations for any deviations from planned business performance. We have given our approval for individual business transactions, if it was required by law, the Articles of Association or internal regulations. Since no matters requiring clarification arose, we did not make use of the Supervisory Board’s rights of inspection and audit pursuant to § 111 Section 2 Sentences 1 and 2 of the German Stock Corporation Act (AktG). Managers from the relevant departments or subsidiaries of METRO attended meetings to address particular agenda items.

As the Chairman of the Supervisory Board, I also worked especially closely with the Chief Executive Officer, but also the other members of the Management Board, outside of meetings and regularly exchanged information and ideas with regard to key issues and pending decisions. To this end, I communicated frequently with Dr Steffen Greubel in his capacity as CEO. I was 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 on the work and recommendations of the respective committees at the subsequent Supervisory Board meeting.

The Supervisory Board held a total of 8 meetings in financial year 2021/22, with 1 meeting convened as an extraordinary meeting. The average attendance rate at meetings of the Supervisory Board and its committees in financial year 2021/22 was 95%. An individualised overview of the participation of each member of the Supervisory Board in office in financial year 2021/22 in the meetings of the Supervisory Board and its committees is contained in the section ‘Individual attendance at meetings’ of this report. Moreover, 3 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 pre-meetings. Apart from that, separate video conferences were held on an ad hoc basis between the scheduled Supervisory Board meetings, in which the Management Board informed the Supervisory Board about current topics.

Changes in the composition of the Supervisory Board and the Management Board

At the end of 31 January 2022, Rosalinde Lax, the employee representative on the Supervisory Board, retired from the company due to her age. Her membership on the Supervisory Board of METRO AG also ended on this date. Friedhelm Bongard was judicially appointed to succeed her as a member of the Supervisory Board with effect from 1 February 2022.

At the end of the Annual General Meeting of METRO AG on 11 February 2022, the terms of office for shareholder representatives Dr Fredy Raas, Eva-Lotta Sjöstedt and Alexandra Soto as members of the Supervisory Board officially ended. By election of the Annual General Meeting, Dr Fredy Raas and Eva-Lotta Sjöstedt started another term of office on the same day. Dr Fredy Raas’ term of office was limited to one year at his own request. Alexandra Soto was not available for another office term. By appointment by the Annual General Meeting, she was succeeded by Marek Spurný as a new shareholder representative on the Supervisory Board.

As part of METRO’s continued focus on the wholesale business, the management structure of METRO AG was reorganised. The Management Board of METRO AG was reorganised according to countries and commercial functions: Chief Operating Officer Rafael Gasset assumed responsibility for the METRO/MAKRO national subsidiaries (excluding Germany and Austria) with effect from 1 January 2022. At the same time, Claude Sarrailh was appointed to the Management Board and assumed his new role as Chief Customer & Merchandise Officer. The central commercial functions as well as the FSD companies fall under his departmental responsibility. Eric Poirier left the Management Board of METRO AG with effect from 31 December 2021. In addition, Andrea Euenheim left the Management Board of METRO AG with effect from 31 March 2022. After an interim period in which Dr Steffen Greubel, Chairman of the Management Board, was responsible for human resources on a transitional basis, Christiane Giesen took over the position of Chief Human Resources Officer and Labour Director on the Management Board on 15 September 2022.

Main topics of the Supervisory Board meetings and resolutions

November 2021 – At this meeting, the Management Board focused on the progress of the strategy process and reported on the completed steps and the upcoming implementation measures for further streamlining of the wholesale business strategy. We received information on the project development planned until 2025 at the METRO location in Düsseldorf, which we then fully approved at the June meeting. We passed resolutions on the declaration on corporate management and the 2020/21 report of the Supervisory Board. After discussing the annual report on governance functions, we determined the effectiveness of the internal control system, the risk management system and the internal audit system as outlined in § 107 section 3 of the German Stock Corporation Act (AktG). We also discussed the fulfilment of the requirements to be made by the compliance function. Moreover, we dealt with personnel matters relating to the Management Board. In light of the revised corporate strategy approved by the Supervisory Board and the corresponding realignment of the operational management structure, we mutually agreed to terminate the appointment of Eric Poirier as a member of the Management Board of METRO AG with effect from the end of 31 December 2021. We also decided to appoint Claude Sarrailh as a member of the Management Board (Chief Customer & Merchandise Officer) of METRO AG for the period from 1 January 2022 to 31 December 2024. At her own request, we did not renew the appointment of Ms Andrea Euenheim as Chief Human Resources Officer and Labour Director, which ends on 31 October 2022. With regard to Management Board remuneration, we passed a resolution on the individual performance factors of the short-term incentive for financial year 2020/21 as well as the amount of the variable remuneration components to be granted to the members of the Management Board for financial year 2020/21 and discussed the (individual) strategic objectives for the short-term incentive for financial year 2021/22.

December 2021 – As part of the restructuring of the Management Board configuration, we first adopted the updated schedule of responsibilities for the Management Board with effect from January 2022. The primary focus of the meeting was the audit of the annual financial statements, the consolidated financial statements and the combined management report 2020/21 for METRO AG and the group. Those documents included the combined non-financial statement contained therein, the report of the Management Board on relationships with affiliated companies and the corresponding audit reports, as well as the resolution on the approval of the annual financial statements and audit reports. Next, we received information on changes in top management and succession planning for the position of Chief Human Resources Officer. Furthermore, we passed resolutions on the proposed resolutions for the Annual General Meeting of METRO AG on 11 February 2022.

February 2022 – In our February meeting, the Management Board reported on the current business and financial position after the end of Q1. Furthermore, the Management Board provided information about the acquisition of Eijsink Hengelo Werkmaatschappij BV (Eijsink), a provider of point of sale (POS) systems for the hospitality industry, and explained the underlying strategic considerations. We also dealt with personnel matters relating to the Management Board: following Andrea Euenheim’s expressed wish to terminate her contract prematurely, we passed a resolution to terminate her appointment as member of the Management Board and Labour Director of METRO AG by mutual agreement with effect from the end of 31 March 2022. We officially agreed to the premature termination of the existing employment contract. For the period from 1 April 2022 until the appointment of a successor to Andrea Euenheim as member of the Management Board and Labour Director of METRO AG takes effect, we appointed Dr Steffen Greubel as Labour Director of METRO AG and approved a corresponding adjustment to the schedule of responsibilities of the Management Board of METRO AG. Subject to the election of the auditor by the Annual General Meeting 2022, we passed the following resolutions: the audit assignments for the annual and consolidated financial statements for 2021/22; the audit review of the condensed financial statements and interim management report of the first half of financial year 2021/22; and the audit of the combined non-financial statement for financial year 2021/22 in the form of a limited assurance engagement. Furthermore, as a precautionary measure, we passed a resolution to authorise a law firm, in particular with regard to potential legal challenges and/or actions for nullity against resolutions of the Annual General Meeting 2022. We also received information on changes in top management.

In a written procedure after the Annual General Meeting 2022, we elected Stefan Tieben to succeed Dr Fredy Raas as a new member of the Audit Committee. In addition, the shareholder representatives on the Supervisory Board passed a resolution on the assessment of the independence of its members.

Following the outbreak of the war in Ukraine at the end of February, various informational video conferences were held to update the Supervisory Board and the Audit Committee about the humanitarian impact on our employees, the economic impact for our company and the measures taken by the company.

March 2022 – In a written procedure, we agreed to the acquisition of Eijsink by METRO Hospitality Digital Holding GmbH. The goal is to better serve the needs of restaurateurs in combination with the existing business activities of Hospitality Digital (HD) and to help them benefit from the advantages of digitalisation. To prepare for this step, a video conference was held in which the Management Board updated us about the acquisition submitted for approval and explained the terms of the contract to us. In addition, Dr Steffen Greubel provided information on the impact of the war in Ukraine on METRO.

April 2022 – In an extraordinary meeting, the Supervisory Board appointed Christiane Giesen as a member of the Management Board and Labour Director of METRO AG with effect from 1 December 2022 or earlier for a period of 3 years. The Supervisory Board also approved the conclusion of her employment contract. With her profound management experience in the operational business, Christiane Giesen has the right prerequisites to support the business in the various countries by advancing HR work in a pragmatic manner and with strong operational focus. At the meeting, we also received an update on the effects of the war in Ukraine and the measures taken by the company.

May 2022 – In addition to the regular reporting on the current business development after the end of Q2, we received information on a potential sale of the Belgian subsidiary of METRO. We also discussed a potential collaboration with the Košík Group, a Czech supplier in the e-grocery sector. Košík as well as some of the designated contractual partners of the collaboration belong to the EP Group and are thus affiliated parties of METRO AG. We were also given an overview of the main corporate projects supporting the transformation of METRO. We were given an update on one of these projects, outlining the transformation and efficiency project for METRO DIGITAL, which includes the strategic partnership with the IT service provider Wipro. At the May meeting, we also passed a resolution to reappoint Rafael Gasset as a member of the Management Board of METRO AG with effect from 1 April 2023 until 31 March 2028; consequently, we supplemented his employment contract and adapted the Management Board’s schedule of responsibilities. Furthermore, a target adjustment for the earnings per share (EPS) component of the 2021/22 LTI tranche for the members of the Management Board was approved, followed by an update of the declaration of conformity in accordance with § 161 of the German Stock Corporation Act (AktG). After the meeting, the Supervisory Board held a training event on the topic of ‘End-to-end supply chain’.

In a written procedure, we approved the disposal of the Belgian operations MAKRO Cash & Carry Belgium NV to the financial investor Bronze Properties S.à r.l. As a food wholesaler, METRO strives for leading market positions in its respective markets. Despite significant efforts to improve the business development, the Belgian business is no longer part of METRO’s sCore growth strategy.

June 2022 – The focus of the 2-day strategy meeting in Barcelona was a detailed update on the status of the new group strategy sCore, which had been presented to the capital market in January 2022. The reporting focused specifically on the implementation and adaptation of the new strategy at country level and the revision of the sustainability strategy as part of the group strategy. Afterwards, the management of MAKRO Spain gave an insight into the strategic transformation of the business in Spain. After the regular report on the current business development, we decided on the 2nd day of the meeting to approve the disposal of large parts of the METRO Campus site in Düsseldorf. On that site, Swiss Life Asset Managers will develop a diversified urban quarter combining residential and office space with hospitality, retail and local recreational facilities. The head offices of METRO AG and METRO Deutschland will remain at the current location and continue to develop their own area there. However, the Düsseldorf METRO wholesale store will move to a new site.

August 2022 – In the August meeting, the Management Board reported on the current business development after the end of Q3. Furthermore, we received information on an IT transformation project that is intended to upgrade and standardise the finance and accounting IT landscape as a pillar of METRO’s finance strategy. We then discussed to further develop the Management Board remuneration system and determined Ms Giesen’s pro rata total target remuneration for the current financial year. We also reviewed regulatory changes with regard to corporate governance and the Annual General Meeting.

September 2022 – Following the Management Board’s regular report on the current business development, we approved lease extensions for more than 40 METRO France locations. These locations account for about half of the stores of METRO France and are an important factor in the implementation of the multichannel marketing strategy of the French national subsidiary. The Management Board also reported on the current status of the audit of strategic options for METRO India and provided an update on the future strategy and restructuring of METRO LOGISTICS. We also discussed collaborating with the Košík Group again to strengthen METRO in the area of e-grocery and approved entering into a collaboration agreement. The collaboration initially covers the Czech Republic, Slovakia and Bulgaria, but is supposed to be extended to other Eastern European countries at a later date. The resolution of the Supervisory Board was passed due to good corporate governance and transparency, as the transaction is a related party transaction, even though it was not subject to approval or publication according to the regulations of the German Stock Corporation Act(AktG). Furthermore, we decided on further developing the Management Board remuneration system. We wanted to make sure that the long-term variable remuneration will be more closely correlated to the sCore growth strategy and expanded to include ESG (environment, social and governance) targets. The adjusted Management Board remuneration system will be submitted to the Annual General Meeting 2023 for approval. Another scheduled topic of the meeting was the approval of the budget planning and medium-term planning. After reviewing and confirming the vertical and horizontal suitability of the remuneration of members of the Management Board and determining the respective individual total target remuneration for financial year 2022/23, we passed resolutions on the 2022/23 financial STI and LTI performance targets based on the approved budget and discussed the 2022/23 strategic (individual) STI targets. In the end, we dealt with corporate governance issues: we approved an update to the Management Board’s schedule of responsibilities to reflect Christiane Giesen’s arrival and passed resolutions on amendments to the Code of Procedure of the Supervisory Board and the Audit Committee. We also decided on electing a new member of the Audit Committee, adjusting the diversity concepts for the Management Board and the Supervisory Board, and issuing the declaration of conformity pursuant to § 161 of the German Stock Corporation Act (AktG).

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). The committees prepare the consultations and resolutions in the Supervisory Board meetings. 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 with regard to the work in the committees. Guests such as managers from the responsible departments and subsidiaries of METRO or the auditors were invited to the committee meetings to discuss specific topics.

Presidential Committee – The Presidential Committee is mainly concerned with the personnel and remuneration issues of the members of the Management Board and monitors compliance with legal regulations and the application of the German Corporate Governance Code. In addition, the Presidential Committee is responsible for urgent resolutions and issues that the Supervisory Board has delegated to it for resolution. The Presidential Committee held 7 meetings in financial year 2021/22; 3 of the meetings were convened as an extraordinary meeting. The following members are part of the Presidential Committee (as of 30 September 2022): Jürgen Steinemann (Chairman), Xaver Schiller (Vice Chairman), Thomas Dommel, Prof. Dr Edgar Ernst, Roman Šilha, Manuela Wetzko.

The subjects of discussion and resolutions of the Presidential Committee in financial year 2021/22 were issues relating to the remuneration and contractual matters of the members of the Management Board. In addition, the Presidential Committee dealt with the search for a successor to the position of Chief Human Resources Officer, which was ultimately finalised with the appointment of Christiane Giesen. 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). Long-term succession planning was one of the regular topics of discussion in the committee.

Audit Committee – The Audit Committee is in particular responsible for supervising the company’s accounting, accounting processes, the effectiveness and development of the internal control systems, the risk management system, the internal audit system, the audit of the annual financial statements (in particular relating to the selection and independence of the auditor, the audit strategy and planning, the quality of the audit and any additional services provided by the auditor) as well as compliance. In financial year 2021/22, the Audit Committee convened 6 meetings. Details of the Audit Committee’s deliberations and resolutions can be found in the separate report of the Audit Committee.

The following members are part of the Audit Committee (as of 30 September 2022): Prof. Dr Edgar Ernst (Chairman), Xaver Schiller (Vice Chairman), Marco Arcelli, Stefanie Blaser, Michael Heider, Stefan Tieben. Effective 1 October 2022, the Audit Committee was expanded to 8 members, with Jürgen Steinemann and Manfred Wirsch added as new members of the committee.

Nomination Committee – The Nomination Committee prepares for the election of shareholder representatives to the Supervisory Board and proposes suitable candidates to the Supervisory Board for recommendation to the Annual General Meeting. In financial year 2021/22, a total of 4 committee meetings were held, with 2 meetings convened as an extraordinary meeting, for the purpose of preparing election proposals to the Annual General Meeting for 2022 and 2023. The following members are part of the Nomination Committee (as of 30 September 2022): Jürgen Steinemann (Chairman), Gwyn Burr, Roman Šilha.

Mediation Committee – In financial year 2021/22, the Mediation Committee established in accordance with § 27 Section 3 of the German Co-determination Act (MitbestG) did not have to be convened. The Mediation Committee consists of the following members (as at 30 September 2022): Jürgen Steinemann (Chairman), Xaver Schiller (Vice Chairman), Thomas Dommel, Prof. Dr Edgar Ernst.

Meeting format and individual attendance at meetings

As the Supervisory Board, we see great added value in face-to-face communication, as it stimulates discussion. In financial year 2021/22, 7 Supervisory Board meetings were therefore convened as face-to-face meetings. 1 extraordinarily convened meeting of the Supervisory Board took place as a video conference. For face-to-face meetings, we also offer the option of virtual participation via telephone or video conference if physical participation is not possible for any of the members. Virtual participation in face-to-face meetings was a useful option during the restrictions on face-to-face meetings introduced in the context of the Covid-19 pandemic. 5 meetings of the Presidential Committee were held as face-to-face meetings, and the 2 extraordinarily convened meetings were held as video conferences. All meetings of the Audit Committee and the Nomination Committee in financial year 2021/22 were held as face-to-face meetings. Attendance of members of the Supervisory Board in office in financial year 2021/22 at meetings is disclosed in the following. Only those meetings that took place during the respective membership on the Supervisory Board or committee are listed.

Corporate governance

The Management Board and the Supervisory Board of METRO AG attach high priority to the principles of good corporate governance. Against this background, the Management Board and the Supervisory Board base their actions on the recommendations of the German Corporate Governance Code and, in September 2022, issued their annual 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). During the reporting period, the 2021/22 declaration of conformity was also updated in May 2022. The corresponding documents are permanently published on the website www.metroag.de/en in the section About us – Corporate Governance. Reporting on METRO’s corporate governance can be reviewed in the declaration on corporate management. This document has also been published on the website www.metroag.de/en in the section About us – Corporate Governance.

As part of the training and development programme, one scheduled training session was held for the members of the Supervisory Board following the May meeting. Another training event planned for September had to be postponed to November 2022 due to time constraints. New members of the Supervisory Board had the option to be introduced to the company’s business activities as part of an onboarding programme.

The members of the Supervisory Board are required to disclose any conflicts of interest without delay. For this reason, the members of the Supervisory Board, Marco Arcelli, Roman Šilha and Marek Spurný did not participate in the resolution on METRO’s collaboration with the Košík Group that was passed at the Supervisory Board meeting on 22 September 2022. The background here is that all 3 members of the Supervisory Board hold executive positions with companies of the EP Group, and we wanted to avoid a potential conflict of interest.

No further conflicts of interest arose in financial year 2021/22.

Annual and consolidated financial statements, report on relationships with affiliated companies 2021/22

The auditor 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 2021/22 as well as the remuneration report prepared by the Management Board and the Supervisory Board pursuant to § 162 AktG and issued an unqualified audit certificate. The auditor also issued an unqualified certificate about the combined non-financial statement contained in the combined management report as a result of his audit to provide limited assurance. The auditor provided a written report on these audits.

In accordance with § 312 of the German Stock Corporation Act (AktG), the Management Board of METRO AG has prepared a report on the company’s relationships with affiliated companies for financial year 2021/22. The auditor has also audited this report, reported the result of the audit in writing and issued the following opinion:

‘Following our audit and review in accordance with professional standards, we confirm that

1. the factual disclosures in the report are correct,
2. the consideration paid by the company for the legal transactions listed in the report was not unreasonably high nor have disadvantages been offset,
3. there are no circumstances that would support a materially different assessment of the measures listed in the report than that of the Management Board.’

This report, the documents for the financial statements, including the combined non-financial statement, as well as the audit reports were discussed and reviewed in great detail during the meeting of the Audit Committee on 6 December 2022 and in the Supervisory Board meeting on 7 December 2022 in the presence of the auditor. The remuneration report was reviewed in a separate Presidential Committee meeting on the same day. The required documents were distributed to all members of the Audit Committee and Presidential Committee as well as the Supervisory Board in due time prior to these meetings. In all mentioned meetings, the auditor reported about the key findings of his audits and was at the Supervisory Board’s disposal to answer questions and provide additional information, even 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, including the combined non-financial statement, as well as the report of the Management Board on relationships with affiliated companies for financial year 2021/22, 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 Annual Financial Statements of METRO AG are thus adopted. As a result, we have also determined that there are no objections to be raised against the declaration of the Management Board at the end of the report on relationships with affiliated companies 2021/22.

Düsseldorf, 7 December 2022

The Supervisory Board

Jürgen Steinemann
Chairman

• More information about the members of the Supervisory Board can be found on the website www.metroag.de/en in the section About us – Supervisory Board.