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

Overview of financial year 2023/24 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.

The consistent implementation of the sCore strategy has led to increases in sales at the group companies. However, these increases did not lead to higher licence income for METRO AG for all countries. Consequently, after a largely neutral result in the previous year, the management holding company recorded a slightly negative result (before investment and net financial result). The reasons include that there were no further deferred licence payments relating to previous years and post-transaction effects had expired. The company opted not to take any significant distributions from abroad in favour of strengthening the equity position of the subsidiaries; as a result the investment result is significantly lower. In addition, interest expenses rose driven by higher interest rates. Overall, therefore, the net profit for the year originally forecast did not materialise.

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

METRO AG essentially acts as a licenser 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 €316 million are reported as sales revenues. They are broken down into €249 million for settlement amounts received in the form of licensing fees for the METRO and MAKRO brands as well as €67 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 707 people in the 4 quarters of financial year 2023/24 (full-time equivalents; 2022/23: 677). Personnel expenses are €8 million above the 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 €94 million (2022/23: €366 million), which primarily relates to 1 real estate company and 1 cross-section entity. Investment income in the amount of €4 million (2022/23: €204 million) related to the cash-and-carry companies. Losses in the amount of €173 million (2022/23: €118 million) were assumed, primarily from METRO Cash & Carry International and DISH Digital Solutions. Impairments and reversals of impairments on investments of €14 million related to cash-and-carry companies and 1 real estate company.

The financial result amounted to €−135 million due to higher interest expenses.

The net loss for the year is €327 million.

Financial position of METRO AG

Capital structure

The equity ratio decreased from 56% to 52%. Factors contributing to this were the dividend payment for the previous financial year and the net loss for the year. Otherwise, the structure of equity and liabilities has not materially changed. The issuance of a new bond was used to repay 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

The right to use the METRO and MAKRO brands, which is recognised under intangible assets, is subject to scheduled amortisation and amounts to €680 million. Financial assets consist mainly of shares in affiliated companies and essentially include the shares in the holding company for wholesale companies (€6,847 million), in real estate companies (€827 million) and in service providers (€470 million). Receivables and other assets include lower 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 an improved investment result will lead to a largely break-even result in the coming financial year 2024/25.

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.

Corporate Governance Statement

The combined Corporate Governance Statement 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 2023/24 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.’