Report
Expert Corporate Governance Service (ECGS)
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Metro - February 15th, 2019

General:  Supervisory Board member Prof. Dr. Edgar Ernst is a member of the Advisory Committee of DSW, the local partner of ECGS. This report has been prepared using standard ECGS guidelines.

On 13 September 2018, the Management Board of Metro announced its intention to sell the Company's hypermarket business including 80 real estate properties to fully focus on its wholesale business. The hypermarket business consists of 279 stores of the Real segment and their subsidiaries. In financial year 2017/2018, Real accounted for 19% of total sales and 10% of total EBITDA (excluding earnings contributions from real estate transactions). The transaction is expected to take place in financial year 2018/2019 and does not require shareholder approval.

Item 4: We recommend to oppose the discharge of the Supervisory Board due to our continued concerns over the structure and certain features of the remuneration system for the Management Board.

Underlying
Metro

Metro AG, formerly Metro Wholesale & Food Specialist AG, is a Germany-based international wholesale and food service business group and dedicated food specialist with a customer base in wholesale in approximately 35 countries in Europe and Asia. The Company business is carried out by two operating segments: the METRO Wholesale segment and the Real segment. The Company operates also as a retailer in the hypermarket segment of German grocery retail market. The Company operates internationally under brands METRO and Real. The Company operates approximately 751 warehouses in 25 countries and approximately 79 delivery depots. The Company also provides foodservice distribution via Classic Fine Foods group, Rungis Express group and Pro a Pro group.

Provider
Proxinvest
Proxinvest

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Analysts
Expert Corporate Governance Service (ECGS)

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