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Supplementary disclosures for METRO AG (pursuant to the German Commercial Code)

Overview of financial year 2022/23 and outlook of METRO AG

METRO AG, in its function as the management holding company of the METRO group, is highly dependent on the development of METRO in terms of its own business development, position and potential development with its key opportunities and risks.

On account of the holding structure, in deviation from the group-wide view, the net profit or loss under commercial law is the most important key performance indicator of METRO AG as outlined in German Accounting Standard No. 20 (GAS 20).

Business development of METRO AG

The business development of METRO AG is significantly characterised by the development of its subsidiaries and the intra-group dividend distribution policy.

Overall, the projected net profit or loss was achieved. The consistent implementation of the sCore strategy and the continuing high level of inflation largely resulted in sales increases at the group companies. However, they did not lead to higher licence income for METRO AG for all countries. In the segment East, a deferred payment for previous years compensated for the expired licence income from China.

As in the previous year, the management holding generated a nearly neutral overall result. However, the investment result was substantially improved through dividends and profit transfers. The sale of parts of the METRO Campus as well as exchange rate gains on intra-group liabilities contributed to this.

While the dividend proposal is generally based on the earnings per share reported in the consolidated financial statements, the income statement and balance sheet from the Annual Financial Statements of METRO AG are presented below in accordance with the provisions of the German Commercial Code (HGB).

Earnings position of METRO AG and profit appropriation

Income statement
for the financial year from 1 October 2022 to 30 September 2023 according to the German Commercial Code (HGB)

€ million

2021/22

2022/23

Sales revenues

399

379

Other operating income

478

541

Cost of services purchased

−47

−47

Personnel expenses

−140

−127

Depreciation/amortisation/impairment losses on intangible and tangible assets

−48

−43

Other operating expenses

−624

−698

Investment result

−276

379

Net financial result

−28

−93

Income taxes

−6

−12

Earnings after taxes

−292

279

Other taxes

−2

−4

Net profit or loss (+)/net loss for the year (−)

−294

275

Retained earnings from the previous year

0

0

Withdrawal from the capital reserve

294

0

Adjustments of the reserves retained from earnings

0

−70

Balance sheet profit

0

205

METRO AG essentially acts as a licensor and as a service provider for the operating METRO national subsidiaries and invoices them within the framework of the transfer pricing system. Services include operational services (consulting services), holding company services as well as services related to the development and operation of various in-house IT solutions. These services are also provided to former subsidiaries on a temporary basis.

In the reporting period, METRO AG settlement amounts of €379 million are reported as sales revenues. They are broken down into €307 million for settlement amounts received in the form of licensing fees for the METRO and MAKRO brands as well as €72 million relating to IT and business services.

The item other operating income consists mainly of settlement amounts for services sold to current and temporarily also former subsidiaries that are not classified as sales revenues.

In its function as the central management holding company, METRO AG has commissioned services from group companies as well as third-party companies, primarily for IT services. To the extent such expenses are related to sales revenues, they are recognised as cost of services purchased; otherwise, they are recognised as other operating expenses.

On average, METRO AG employed 677 people in the 4 quarters of financial year 2022/23 (full-time equivalents; 2021/22: 696). Personnel expenses are €13 million lower than previous year’s level.

Depreciation and amortisation in the amount of €40 million are attributable to scheduled depreciation on the rights of use for the METRO and MAKRO brands and otherwise relate to scheduled depreciation of other fixed assets.

The investment result includes income from profit and loss transfer agreements in the amount of €366 million (2021/22: €200 million), which primarily relates to cash-and-carry companies as well as cross-section entities. In this context, METRO Cash & Carry International benefited from exchange rate gains from intra-group liabilities denominated in roubles, following significant losses in the previous year. Investment income in the amount of €204 million (2021/22: €50 million) related to the real estate sector. Losses in the amount of €118 million (2021/22: €566 million) were assumed, primarily from the Real Estate and DISH Digital Solutions sectors. Impairments and reversals of impairments on investments of €73 million related to cash-and-carry companies and one real estate company.

The financial result amounted to €−93 million due to increased interest expenses.

The net profit for the year was €275 million.

Financial position of METRO AG

Capital structure

Equity and liabilities

€ million

30/9/2022

30/9/2023

Equity

 

 

Share capital

363

363

Capital reserve

4,754

4,754

Reserves retained from earnings

8

78

Balance sheet profit

0

205

 

5,125

5,400

Provisions

575

491

Liabilities

 

 

Bonds

1,201

926

Liabilities to banks

2

66

Liabilities to affiliated companies

2,701

2,726

Miscellaneous liabilities

37

27

 

3,941

3,745

Accrued income and expenses

48

20

 

9,689

9,656

The equity ratio increased from 53% to 56%. Otherwise, the structure of equity and liabilities has not materially changed. Repayment of maturing bonds led to a reduction of cash and cash equivalents as well as a temporary increase in liabilities to banks. Liabilities to affiliated companies primarily relate to current financial investments of subsidiaries as well as loss compensation obligations.

Asset position of METRO AG

Assets

€ million

30/9/2022

30/9/2023

Non-current assets

 

 

Intangible assets

765

724

Property, plant and equipment

1

1

Financial assets

8,179

8,115

 

8,945

8,840

Current assets

 

 

Receivables and other assets

481

782

Cash on hand, bank deposits and cheques

256

27

 

737

809

Prepaid expenses and deferred income

7

7

 

9,689

9,656

The right to use the METRO and MAKRO brands, which is recognised under intangible assets, is subject to scheduled amortisation and amounts to €720 million. Financial assets consist mainly of shares in affiliated companies and essentially include the shares in the holding company for wholesale companies (€6,855 million), in real estate companies (€789 million) and in service providers (€470 million). Receivables and other assets include higher receivables from profit and loss transfer and dividends.

Risk situation of METRO AG

Since METRO AG is largely linked to the companies of the METRO group, among other things through financing and guarantee commitments as well as through direct and indirect investments in the investee, the risk situation of METRO AG significantly corresponds to the risk situation of the METRO group. The statements regarding the overall assessment of the risk situation by management also apply as a summary of the risk situation of METRO AG. All risks of the group companies that affect their long-term earnings situation have an indirect impact on the valuation of the shares in affiliated companies for METRO AG, in each case with additional consideration of currency exchange rates for companies located outside the Eurozone.

Outlook of METRO AG

In its function as the management holding company, METRO AG is highly dependent on the development and dividend distribution policies of its shareholdings. Assuming stable exchange rates, we anticipate that the development of income from licensing and services in conjunction with continued strict cost management as well as a positive investment result will lead to a positive net profit being reported again in the coming financial year 2023/24, although this will be noticeably below the previous year's level due to lower effects from the sale of companies and properties and currency developments in the investment portfolio.

Planned investments of METRO AG

Within the setting of the implementation of investments by the METRO group, METRO AG will support the group companies through increases in shareholdings or loans, if necessary. In addition, investments in shareholdings in affiliated companies may result from intra-group share transfers.

Declaration on corporate management

The combined declaration on corporate management pursuant to §§ 289f and 315d of the German Commercial Code (HGB) of METRO AG and the group is permanently available to the public on the company’s website (www.metroag.de) in the section About us – Corporate Governance.

Declaration pursuant to § 312 of the German Stock Corporation Act (AktG)

The Management Board of METRO AG has prepared a report on relationships with affiliated companies for financial year 2022/23 pursuant to § 312 of the German Stock Corporation Act (AktG) and has issued the following statement at the end of the report:

‘The Management Board of METRO AG declares that, in the reporting period, the company and the companies controlled by it – according to the circumstances known to the Management Board at the time the legal transactions were carried out or the measures were taken or omitted – received appropriate consideration for each of the reported legal transactions. There were no other reportable legal transactions in the reporting period. Measures were neither taken nor omitted in the reporting period.’

sCore strategy
METRO’s growth strategy, which is aligned to the year 2030. It highlights the group’s exclusive focus on wholesale.
Glossary

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