Limited Assurance Report of the Independent Auditor regarding the Combined Non-Financial Statement¹

To the Supervisory Board of METRO AG, Düsseldorf

We have performed an independent limited assurance engagement on the Combined Non-Financial Statement of METRO AG, Düsseldorf (further the “Company” or “METRO”) and the METRO Group as well as the sections of the combined management report that are qualified as part of it through cross reference, “Business model” and “Employees”, for the year from 1 October 2017 to 30 September 2018 (further the “Statement“). The Statement was prepared according to §§ 315b, 315c German Commercial Code (HGB) in conjunction with §§ 289b to 289e HGB.

As disclosed in the section ‘global labour and social standards in the supply chain’, certifications on manufacturing facilities of suppliers were conducted by external certification firms mandated by METRO to ensure compliance with the environmental, social and health standards of the amfori Business Social Compliance Initiative (BSCI) or equivalent standards. The appropriateness and accuracy of the conclusions from the audit / certification work performed was not part of our limited assurance procedures.

Management’s Responsibility

The management board of METRO is responsible for the preparation of the Statement in accordance with §§ 315b, 315c in conjunction with §§ 289b to 289e HGB.

This responsibility of the management board includes the selection and application of appropriate methods to prepare the Statement and the use of assumptions and estimates for individual disclosures, which are reasonable under the given circumstances. Furthermore, the responsibility includes designing, implementing and maintaining internal controls deemed relevant for the preparation of the Statement in a way that is free of – intended or unintended – material misstatements.

Independence and quality assurance on the part of the auditing firm

We are independent from the Company in accordance with the requirements of independence and quality assurance set out in legal provisions and professional pronouncements and have fulfilled our additional professional obligations in accordance with these requirements.

Our audit firm applies the legal provisions and professional pronouncements for quality assurance, in particular the professional code for German Public Auditors and Chartered Accountants (in Germany) and the quality assurance standard of the German Institute of Public Auditors (Institut der Wirtschaftsprüfer, IDW) regarding quality assurance requirements in audit practice (IDW QS 1).

Practitioner’s Responsibility

It is our responsibility to express a conclusion based on our work performed within a limited assurance engagement on the Statement.

We conducted our work in accordance with the International Standard on Assurance Engagements (ISAE) 3000 (Revised): “Assurance Engagements other than Audits or Reviews of Historical Financial Information” and the International Standard on Assurance Engagements (ISAE) 3410: “Assurance Engagements on Greenhouse Gas Statements” of the International Auditing and Assurance Standards Board (IAASB). These standards require us to plan and perform the assurance engagement in order to obtain limited assurance as to whether the Statement was prepared, in all material respects, in accordance with §§ 315b, 315c in conjunction with §§ 289b to 289e HGB. We do not issue a separate conclusion for each sustainability disclosure. In a limited assurance engagement the evidence gathering procedures are more limited than in a reasonable assurance engagement and therefore less assurance is obtained than in a reasonable assurance engagement. The choice of audit procedures is subject to the auditor’s own judgement.

Within the scope of our work, we performed amongst others the following procedures:

• Interviews of group-level employees responsible for the materiality analysis in order to get an understanding of the process for identifying material topics and respective reporting boundaries for METRO.
• A risk assessment, including a media research, of relevant information about the sustainability performance of METRO in the reporting period.
• Evaluation of the design and implementation of systems and processes for the collection, processing and monitoring of disclosures on environmental, employee and social matters, human rights, corruption and bribery, including data consolidation.
• Inquiries of personnel at group level who are responsible for determining disclosures on concepts, due diligence processes, results and risks, the implementation of internal controls and the consolidation of disclosures.
• Evaluation of selected internal and external documents.
• Assessment of local data collection and reporting processes and reliability of reported data via a sampling survey at METRO AG, METRO Energy Management, METRO ADVERTISING, MAKRO Cash and Carry España S.A., Madrid, (Spain).
• Assessment of the overall presentation of the disclosures.

Conclusion

Based on the procedures performed and the evidence received, nothing has come to our attention that causes us to believe that the METRO Statement for the period from 1 October 2017 to 30 September 2018 was not prepared, in all material respects, in accordance with §§ 315b, 315c in conjunction with §§ 289b to 289e HGB.

Restriction of Use/Clause on General Engagement Terms

This report is issued for purposes of the Supervisory Board of METRO AG, Düsseldorf, only. We assume no responsibility with regard to any third parties.

Our assignment for the Supervisory Board of METRO AG, Düsseldorf, and professional liability is governed by the General Engagement Terms for Wirtschaftsprüfer and Wirtschaftsprüfungsgesellschaften (Allgemeine Auftragsbedingungen für Wirtschaftsprüfer und Wirtschaftsprüfungsgesellschaften) in the version dated January 1, 2017 (https://www.kpmg.de/bescheinigungen/lib/aab_english.pdf). By reading and using the information contained in this report, each recipient confirms notice of provisions of the General Engagement Terms (including the limitation of our liability for negligence to EUR 4 Mio as stipulated in No. 9) and accepts the validity of the General Engagement Terms with respect to us.

Düsseldorf, November 22, 2018

KPMG AG
Wirtschaftsprüfungsgesellschaft

[Original German version signed by:]