Log in
E-mail
Password
Remember
Forgot password ?
Become a member for free
Sign up
Sign up
New member
Sign up for FREE
New customer
Discover our services
Settings
Settings
Dynamic quotes 
OFFON

MarketScreener Homepage  >  Equities  >  Xetra  >  Metro AG    B4B   DE000BFB0019

METRO AG

(B4B)
  Report
SummaryQuotesChartsNewsRatingsCalendarCompanyFinancialsConsensusRevisions 
News SummaryMost relevantAll newsPress ReleasesOfficial PublicationsSector newsMarketScreener StrategiesAnalyst Recommendations

Metro : Annual Financial Statements of METRO AG 2018/19

share with twitter share with LinkedIn share with facebook
share via e-mail
0
12/11/2019 | 04:16pm EST

ANNUAL FINANCIAL STATEMENTS OF METRO AG

2018/19

WHOLESALE

360

CONTENTS

  1. COMBINED MANAGEMENT REPORT
  2. BALANCE SHEET
  3. INCOME STATEMENT
  4. NOTES

8 Notes to the balance sheet

  1. Notes to the income statement
  1. Other notes

39 Corporate Boards of METRO AG and the mandates of their members

45 Aliated companies

  1. RESPONSIBILITY STATEMENT
    OF THE LEGAL REPRESENTATIVES
  2. INDEPENDENT AUDITOR'S REPORT

59 INFORMATION,

FINANCIAL CALENDAR 2019/20

3

COMBINED MANAGEMENT

REPORT

The management report of METRO AG and the group management report were combined pursuant to §315 Section 5 of the German Commercial Code in conjunction with §298 Section 2 of the German Commercial Code and published as part of the Annual Report 2018/19 of METRO.

The annual financial statements and the management report of METRO AG included in the combined management report for financial year 2018/19 are submitted to the operator of the Federal Gazette and published in the Federal Gazette.

The METRO AG Annual Financial Statements and the annual report of the METRO group for financial year 2018/19 are also available online at www.metroag.de/en.

ANNUAL FINANCIAL STATEMENTS OF METRO AG 2018/19

4

Balance sheet

4

BALANCE SHEET AS OF 30 SEPTEMBER 2019

ASSETS

€ million

Note no.

30/9/2018

30/9/2019

Non-current assets

2

Intangible assets

3

1,001

939

Tangible assets

4

2

3

Financial assets

5

9,157

9,005

10,160

9,947

Current assets

Receivables and other assets

6

6,882

8,218

Cash on hand, bank deposits and cheques

7

335

44

7,217

8,262

Prepaid expenses and deferred charges

8

12

12

17,389

18,221

EQUITY AND LIABILITIES

€ million

Note no.

30/9/2018

30/9/2019

Equity

Share capital

9

363

363

Capital reserve

10

6,118

6,118

Balance sheet profit

28

283

266

6,764

6,747

Provisions

11

371

451

Liabilities

12

Bonds

2,898

2,288

Liabilities to banks

259

262

Liabilities to affiliated companies

7,007

8,380

Miscellaneous liabilities

71

81

10,235

11,011

Deferred income

13

19

12

17,389

18,221

ANNUAL FINANCIAL STATEMENTS OF METRO AG 2018/19

Income statement

5

INCOME STATEMENT FOR THE FINANCIAL YEAR

FROM 1 OCTOBER 2018 TO 30 SEPTEMBER 2019

€ million

Note no.

2017/18

2018/19

Sales revenues

19

434

393

Other operating income

20

315

387

Cost of services purchased

21

-53

-51

Personnel expenses

22

-126

-139

Depreciation/amortisation/impairment losses on intangible and tangible assets

23

-55

-66

Other operating expenses

24

-427

-571

Investment result

25

202

293

Net financial result

26

-51

-5

Income taxes

27

-6

-2

Earnings after taxes

233

239

Other taxes

3

-2

Net profit or loss

236

237

Retained earnings from the previous year

28

47

29

Balance sheet profit

28, 29

283

266

ANNUAL FINANCIAL STATEMENTS OF METRO AG 2018/19

6

Notes

6

NOTES

1. General disclosures and explanatory notes to the annual financial statements

METRO AG, the parent company of the METRO group (hereinafter referred to as METRO), is a German corporation with registered office at Metro-Straße 1 in 40235 Düsseldorf, Germany. The company is registered in the commercial register at the District Court in Düsseldorf under HRB 79055.

Notes to the annual financial statements

The annual financial statements of METRO AG are prepared in accordance with the regulations of the German Commercial Code (HGB) and the German Stock Corporation Act (AktG).

The annual financial statements are denominated in euros. All amounts are stated in million euros

(€ million) unless otherwise indicated. Amounts below €0.5 million have been rounded. For reasons of clarity, the representation of decimal places in the tables has been omitted. Rounding differences may occur.

Disclosure, accounting and measurement principles The licence agreements and rights of use to the METRO and MAKRO brands acquired in the context of the demerger carried out in financial year 2016/17 were recognised as intangible assets at their fair values for the first time, taking into account that the total acquisition costs of the assets and liabilities acquired in the context of the demerger must not exceed the total value of the shares granted in return at the time of their issuance. Consequently, the brand value was reduced.

Intangible assets have been accounted for at their acquisition costs, tangible assets at their acquisition or production costs, less accumulated amortisation, depreciation and impairment losses. The amortisation/depreciation amounts were calculated using the straight-line method. The expected useful life for this purpose amounts to 25 years for the capitalised brand and between 3 and 5 years for other assets. Write-downs to fair value were recognised where an impairment is expected to be sustained. Non-current assets with acquisition costs of less than €1,000 (low-value assets) have been divided into

2 groups. Assets with a cost of up to €250 are fully written off in the year they were acquired. Assets with a cost in excess of €250 and up to €1,000 are recognised in a collective item and depreciated using the straight-line method in the year of acquisition and over the following 4 years. The company made no use of the option to capitalise internally generated intangible non-current assets.

Investments and shares in affiliated companies are recognised at their acquisition cost or, if a sustained impairment is expected, at the lower of acquisition cost or fair value. Lower valuations are maintained, unless a higher value up to the original cost of purchase is indicated.

Loans are recognised at nominal value or written down to fair value. Non-interest-bearing or low-interest loans are discounted to the net present value.

Receivables and other assets are generally recognised at their nominal value. Non-interest- bearing receivables are discounted to their net present value. The risks inherent in the receivables are considered by means of specific bad debt allowances. In principle, earnings from indirect and direct investments are recognised in the same reporting period if the relevant conditions are met. In addition, insofar as the respective resolutions have been adopted by the time the annual financial statements are prepared, income from investments is recognised in the year in which the dividend is paid.

Prepaid expenses, deferred charges and deferred income are prorated over the terms of the underlying transactions.

Unhedged receivables and liabilities in foreign currency with a term of up to 1 year are recognised at the exchange rate at closing date. Unhedged foreign currency receivables and liabilities with a term of more than 1 year are recognised at the exchange rate as of the closing date in adherence to the imparity principle.

The actuarial measurement of direct obligations for pension plan benefits is effected in accordance with the projected unit credit method based on biometric probabilities using Prof. Dr Klaus Heubeck's 2018 G tables modified for individual groups of beneficiaries. This method takes anticipated future pay and pension increases into account in determining the liability amount. We assume annual salary increases of 2.0% and annual pension increases of 1.5%. The actuarial interest rate used in financial year 2018/19 was the average market interest rate calculated and published by Deutsche Bundesbank for the past 10 years

(2.82%) for an assumed residual term of 15 years. METRO AG has formed corresponding provisions

to provide for shortfalls in the case of an underfunded benevolent fund. The same methods and parameters were applied as in the calculation of direct pension obligations.

Other provisions account for all identifiable risks and uncertain obligations, which are measured at the respective settlement amounts necessary to cover future payment obligations based on prudent business judgement. Future price and cost increases are

ANNUAL FINANCIAL STATEMENTS OF METRO AG 2018/19

Notes

7

considered to the extent there are sufficient objectively verifiable indications for their occurrence. Provisions with a remaining term of more than 1 year are discounted at the average market interest rate of the past 7 years corresponding to the residual term of the provisions.

Deferred taxes are determined for temporary differences between the commercial and tax law valuation of assets, liabilities and prepaid expenses, deferred charges and deferred income. In addition to the temporary accounting differences, tax loss and interest carry- forwards as well as any tax credits are considered as well. Deferred tax liabilities are recognised only when they exceed the deferred tax liabilities. The company made no use of the option to recognise deferred tax assets pursuant to § 274 Section 1 Sentence 2

of the German Commercial Code (HGB). Liabilities are recognised at their respective

settlement amounts.

Currency, interest and price risks affecting the operating business are hedged using derivative financial instruments. These include forward currency contracts and options as well as interest and currency swaps. Derivative financial instruments that are part of economically necessary and accordingly documented hedging relationships with other primary

financial instruments are valued together pursuant to

  • 254 of the German Commercial Code (net hedge presentation method). This particularly concerns intra- group and external finance arrangements as well as derivatives passed on to affiliated companies. Within the valuation units, unrealised losses are offset against the amount of unrealised gains. Excess losses are anticipated (accrued) and excess profits remain unrecognised. The gross hedge presentation method is used as another method to recognise valuation units. It concerns, in particular, current trade receiv- ables from affiliated companies. Under the gross hedge presentation method, fluctuations in the fair value of underlying and hedging transactions are recognised in the income statement. The formation of valuation units presupposes individual risk compensation, the congruence of interest term and currency, con- gruence of maturities and the intention to hold the instruments beyond the closing date.
    Provisions are formed for anticipated losses from the separate measurement of derivative financial instruments that are not part of a hedging relation- ship. Unrealised profits are not recognised in the balance sheet.

ANNUAL FINANCIAL STATEMENTS OF METRO AG 2018/19

8

Notes

Notes to the balance sheet

8

NOTES TO THE BALANCE SHEET

2. Non-current assets

The following table outlines the development of non-current assets:

Intangible assets

Tangible assets

Financial assets

Other plant,

Acquired

Leasehold

business

Shares in

Loans to

rights and

Advance

improve-

and office

affiliated

affiliated

Other

€ million

licences

payments

ments

equipment

companies

companies

Investments

loans

Total

Acquisition or

production costs

As of 1/10/2018

1,070

33

-

4

9,128

43

-

1

10,279

Additions

4

-

-

2

394

-

-

-

400

Disposals

-

-1

-

-

-59

-3

-

-

-63

Transfers

32

-32

-

-

-

-

-

-

-

As of 30/9/2019

1,106

-

-

6

9,463

40

-

1

10,616

Depreciation/amortis

ation/impairment

losses

As of 1/10/2018

102

-

-

2

15

-

-

-

119

Additions,

depreciation/amortisa

tion

65

-

-

1

-

-

-

-

66

Additions, impairment

losses

-

-

-

-

484

-

-

-

484

As of 30/9/2019

167

-

-

3

499

-

-

-

669

Carrying amount

30/9/2018

968

33

-

2

9,113

43

-

1

10,160

Carrying amount

30/9/2019

939

-

-

3

8,964

40

-

1

9,947

3. Intangible assets

The item intangible assets essentially contains the rights of use to the METRO and MAKRO brands recognised at a value of €882 million. Also included are licences for software. With the exception of a very small portion, write-downs in financial year 2018/19 almost entirely concerned amortisation.

4. Tangible assets

Additions mainly concern business and office equipment and PC systems. With the exception of a very small portion, write-downs in financial year 2018/19 almost entirely concerned depreciation.

5. Financial assets

As of 30 September 2019, shares in affiliated companies exist in the amount of €8,964 million. The decrease of €149 million compared to the previous year is mainly due to impairment losses of €484 million, offset by capital increases in the real estate sector (€394 million). Disposals in the amount of €59 million were due to intra-group restructuring measures.

Loans to group companies amounted to

€40 million as of 30 September 2019 compared to €43 million in the previous year.

ANNUAL FINANCIAL STATEMENTS OF METRO AG 2018/19

Notes

Notes to the balance sheet

9

6. Receivables and other assets

No-par-value

bearer shares,

€ million

30/9/2018

30/9/2019

accounting par

value of €1.00

30/9/2018

30/9/2019

Receivables

from affiliated companies

6,861

8,214

Other assets

21

4

thereof with a remaining

term of over 1 year

(0)

(0)

6,882

8,218

As of 30 September 2019, the item receivables from affiliated companies results primarily from the purchase price claim for intra-group shares in affiliated companies (€6,117 million). This item also includes current interest-bearing receivables from the financing function of METRO AG as the holding company as well as receivables from profit and loss transfers in the amount of €1,228 million.

The item receivables from affiliated companies includes trade receivables in the amount of €619 million.

Other assets mainly include tax receivables.

7. Cash on hand, bank deposits and cheques

This item essentially includes bank deposits stemming from cash pool income from the sales lines received towards the end of the reporting period.

8. Prepaid expenses and deferred charges

The item prepaid expenses and deferred charges includes €6 million of prepaid invoices for professional fees, as well as €5 million in discounts resulting from differences between the repayment and original loan amounts for bonds and promissory note loans.

9. Subscribed capital (equity)

The subscribed capital of METRO AG as of 30 September 2019 remained unchanged at €363,097,253 and is divided as follows:

Number

Ordinary shares

ofshares

360,121,736

360,121,736

360,121,736

360,121,736

Preference

Number

shares

ofshares

2,975,517

2,975,517

2,975,517

2,975,517

Number

Total shares

ofshares

363,097,253

363,097,253

Total share

capital

363,097,253

363,097,253

Each ordinary share entitles to a single vote in the company's Annual General Meeting. The ordinary shares carry full dividend rights. In contrast to ordinary shares, preference shares do not carry voting rights but confer a preferential entitlement to profits as prescribed in § 21 of the Articles of Association of METRO AG, which states:

'(1) Holders of non-voting preference shares will receive a preliminary dividend from the annual balance sheet profit in the amount of €0.17 for each preference share.

  1. Should the balance sheet profit available for distribution not suffice in any one financial year to pay the preliminary dividend, the arrears (excluding any interest) shall be paid from the balance sheet profit of subsequent financial years in an order based on age, i.e. in such manner that any older arrears are paid off prior to any more recent ones and that the preference dividends payable from the profit of a financial year are not distributed until all accrued arrears have been paid.
  2. After the advance dividend has been distributed, the holders of ordinary shares will receive a dividend of 0.17 euros per ordinary share. Thereafter, an extra dividend which does not have to be paid in arrears will be paid to the holders ofnon-voting preference shares which per preference share shall amount to 10 percent of such dividend as, in accordance with section 4 herein below, will be paid to the holders of ordinary shares, inasmuch as such dividend equals or exceeds 1.02 euros per ordinary share.
  3. The holders ofnon-voting preference shares and of ordinary shares will equally share in any additional profit distribution in the proportion of their shares in the capital stock.'

Authorised capital

The Annual General Meeting on 16 February 2018 authorised the Management Board to increase the share capital, subject to the consent of the Supervisory Board, by issuing new ordinary shares against cash or non-cash contributions in one or several

ANNUAL FINANCIAL STATEMENTS OF METRO AG 2018/19

10

Notes

Notes to the balance sheet

10

tranches for a total maximum of €181,000,000 by 28 February 2022 (authorised capital). The Management Board is, subject to the consent of the Supervisory Board, authorised to exclude shareholder subscription rights in certain cases. To date, the authorised capital has not been fully utilised.

Contingent capital

The Annual General Meeting held on 16 February 2018 resolved a contingent increase in the share capital by up to €50,000,000, divided into a maximum of 50,000,000 ordinary shares (contingent capital). This contingent capital increase is related to the establishment of an authority of the Management Board to issue, subject to the consent of the Supervisory Board, one or several tranches of warrant or convertible bearer bonds (collectively 'bonds') with a nominal value of up to €1,500,000,000 prior to 15 February 2023, and to grant the holders of warrant or convertible bearer bonds warrant or conversion rights or to impose warrant or conversion obligations on them for ordinary bearer shares in METRO AG representing up to €50,000,000 of the share capital in accordance with the terms of the warrant or convertible bearer bonds, or to provide for the company's right to deliver ordinary shares in the company as full or partial payment in lieu of a cash redemption of the bonds. The Management Board is, subject to the consent of the Supervisory Board, authorised to exclude shareholder subscription rights in certain cases. To date, no warrant and/or convertible bearer bonds have been issued under the aforementioned authority.

Repurchase of own shares

On the basis of § 71 Section 1 No. 8 of the German Stock Corporation Act, the Annual General Meeting on 11 April 2017 authorised the company to acquire own shares of any share class representing a maximum

of 10% of the share capital issued at the time the authority became effective, or - if this figure is lower - at the time the authority is exercised. The authority expires on 28 February 2022. To date, neither the company nor any company controlled or majority- owned by it or any other entity acting on behalf of the company or of any company controlled or majority- owned by the company has exercised this authority.

  • For more information about the company's authorised capital, contingent capital, the authority to issue warrant and/or convertible bearer bonds as well as share repurchasing, see chapter 7takeover-related disclosures in the combined management report.

11. Provisions

€ million

30/9/2018

30/9/2019

Provisions for post-

employment benefits

plans and similar

obligations

2

3

Tax provisions

22

5

Other provisions

347

443

371

451

Provisions for post-employment benefits plans and similar obligations in the amount of €2 million exist for direct pension commitments, with €1 million set aside to cover shortfalls in underfunded benevolent funds. The provisions were assessed on the basis of an actuarial interest rate in the financial year corresponding to the average market interest rate for the past 10 years (2.82%) as calculated and published by Deutsche Bundesbank for an assumed residual term of 15 years. A measurement based on the average market interest rate for the previous

7 years would have resulted in a difference of €0.3 million.

Asset values in the amount of €32 million from pension reinsurance were recognised in provisions for post-employment benefits plans and similar obligations. The acquisition costs essentially correspond to the fair value of pension reinsurance policies and the settlement amount of the obligations. Significant expenses or income that were directly offset were not recorded in this context.

Changes in tax provisions are based on the results of advanced tax audits of the companies included in the scope of consolidation of METRO AG. Other provisions have been formed to provide for the following circumstances:

€ million

30/9/2018

30/9/2019

Risks from the

transfer pricing model

265

356

Employee benefit liabilities

38

54

Risks from

investment activities

12

15

Risks from

trade receivables

18

14

Miscellaneous

14

4

347

443

10. Capital reserve

As of 30 September 2019, the capital reserve was unchanged at €6,118 million.

The current provisions are mainly attributable to risks related to a potential partial rejection of the new transfer pricing model by foreign fiscal authorities and resulting obligations to repay revenues from foreign group companies that have already been recognised. Additional provisions have been formed to provide

ANNUAL FINANCIAL STATEMENTS OF METRO AG 2018/19

Notes

Notes to the balance sheet

11

obligations to employees stemming from variable remuneration components.

12. Liabilities

Remaining term

Remaining term

30/9/2018

30/9/2019

€ million

Total

up to 1 year

1 to 5 years

over 5 years

Total

up to 1 year

1 to 5 years

over 5 years

Bonds

2,898

997

1,200

701

2,288

512

1,126

650

Liabilities to banks

259

205

54

-

262

208

54

-

Liabilities to

affiliated companies

7,007

7,007

-

-

8,380

8,380

-

-

thereof

trade liabilities

(-)

(-)

(-)

(-)

(39)

(39)

(-)

(-)

Trade liabilities

17

17

-

-

37

37

-

-

Other liabilities

54

54

-

-

44

44

-

-

thereof taxes

(22)

(22)

(-)

(-)

(22)

(22)

(-)

(-)

thereof related

to social security

(-)

(-)

(-)

(-)

(-)

(-)

(-)

(-)

10,235

8,280

1,254

701

11,011

9,181

1,180

650

The bonds item recognises the nominal amounts of bond issues and commercial papers.

Liabilities to banks essentially concern nominal amounts from short-term time deposits and promissory note loans.

Liabilities to affiliated companies amounted to a total of €8,380 million and essentially consist of structuring measures under corporate law from previous years in the amount of €5,982 million and liabilities from short-term financial investments of METRO group companies.

The trade liabilities include professional fees and investment calculations.

The item other liabilities is comprised of tax liabilities in the amount of €22 million, mainly on bonds and promissory note loans, as well as of interest owed in the amount of €21 million.

The company did not have any liabilities collater- alised by liens or similar rights.

13. Deferred income

This item includes commissions on bank guarantees.

14. Contingent liabilities

€ million

30/9/2018

30/9/2019

Liabilities from guarantee

and warranty contracts

3,346

3,391

thereof liabilities of

affiliated companies

(3,043)

(3,135)

Liabilities from suretyships

and guarantees

773

762

thereof liabilities of

affiliated companies

(764)

(753)

4,119

4,153

Liabilities from guarantee and warranty contracts essentially comprise guarantees granted by METRO AG for financial transactions conducted by group companies. In addition, this item includes guarantees from leases in the amount of €292 million (2017/18: €310 million). These contingent liabilities are recognised at the respective annual instalments of the individual leases. The liability extends across the full term of the respective leases with remaining terms of up to

20 years. Liabilities from suretyships and guarantees solely affect bank guarantees of METRO AG.

According to the information available to us, the respective companies are in a position to fulfil all obligations collateralised by the guarantees and warranty contracts.

METRO AG has also issued letters of comfort to individual group companies. Their utilisation is unlikely.

ANNUAL FINANCIAL STATEMENTS OF METRO AG 2018/19

12

Notes

Notes to the balance sheet

12

15. Other financial liabilities

Remaining term

30/9/2018

30/9/2019

up to

1 to

over

€ million

Total

Total

1 year

5 years

5 years

Obligations

from rental

and lease

agreements

68

62

7

27

28

thereof to

affiliated

companies

(63)

(58)

(7)

(27)

(24)

68

62

7

27

28

Indefinite financial obligations from rental contracts are recognised up to the earliest possible termination date.

16. Derivative financial instruments

As of the closing date, the following derivative financial instruments were used for risk mitigation purposes (in the table, the first currency in the currency pair is the sold currency):

Recognised fair value

Nominal

€ million

volume

Positive

Negative

Currency

transactions

526

5

6

thereof currency

futures

(526)

(5)

(6)

CNY/EUR

138

0

2

EUR/CNY

138

2

0

RUB/EUR

43

0

2

CZK/EUR

22

0

0

EUR/RUB

20

1

0

EUR/CZK

18

0

0

EUR/HKD

14

1

0

HKD/EUR

14

0

1

CHF/EUR

9

0

0

EUR/CHF

9

0

0

Others

101

1

1

The fair values of derivative financial instruments are calculated according to the net present value method and recognised option pricing models based on interest rates and currency exchange rates published by Reuters.

The nominal volume of derivative financial instruments is reported in absolute amounts.

For details on the balance sheet treatment and measurement of derivative financial instruments, please refer to subsection 1.

In principle, the net hedge presentation method is applied. The gross hedge presentation method is applied when recognising the underlying transactions in the balance sheet. Cash flow risks are hedged, with the effectiveness being reviewed prospectively and retrospectively using the critical term match method.

Derivative financial instruments used to hedge currency risks

To hedge currency risks related to subsidiaries' receivables and liabilities in foreign currency, forward currency contracts for corresponding amounts (micro-hedges) are concluded with banks. The nominal volume of these forward currency contracts amounted to €499 million.

The net balance of forex futures at fair value amounted to €0 million; they fall due within 1 year and have not been recognised in the balance sheet. Foreign currency investments with a carrying amount of €22 million are recognised at the hedged

forward exchange rate. Forward currency contracts with a nominal volume of €23 million fall due in 2019 and are not recognised in the balance sheet.

Further valuation units are formed for foreign currency receivables to affiliated companies with a nominal volume of €4 million.

17. Remaining legal issues

Successful completion of the demerger

In connection with the demerger of the group, several shareholders took legal action against CECONOMY AG by seeking various legal remedies at the Düsseldorf District Court, such as action for annulment, rescission and/or declaratory action, including against the resolution passed by the Annual General Meeting of CECONOMY AG on 6 February 2017 concerning the meeting's approval of the demerger and spin-off agreement (demerger agreement) as well as partially against the agreement itself. Pursuant to the provisions of the demerger agreement, METRO AG has to bear the costs of the litigation and proceedings relating to the demerger. On 24 January 2018, the Düsseldorf District Court rejected the complaints in their entirety. All plaintiffs have filed appeals against all these decisions with the Düsseldorf Higher Regional Court. On 4 April 2019, the Düsseldorf Higher Regional Court rejected all appeals. In the appeal judgment in the rescission proceedings concerning the resolutions of the Annual General Meeting, the appeal was admitted and lodged with the German Federal Court of Justice. The Higher Regional Court of Düsseldorf did not allow the appeal in the proceedings for a declaration of invalidity or pending ineffectiveness of the spin-off and demerger agreement. In one of these assessment proceedings, the plaintiffs filed an appeal against denial of leave to appeal with the

ANNUAL FINANCIAL STATEMENTS OF METRO AG 2018/19

Notes

Notes to the balance sheet

13

Federal Court of Justice. The judgment in the other assessment proceedings is final. METRO AG maintains its position that all of these legal challenges are inadmissible and/or unfounded and has therefore not recognised corresponding risk provisions in its accounts.

Legal action against credit card companies

Companies of the METRO group had submitted complaints against credit card companies. The complaints claimed damages based on the EU Commission's ban on credit card companies setting multilateral interchange fees on an EU level. The European Court of Justice as the court of final appeal confirmed the decision of the EU Commission against one credit card company. Settlements reached during the first half of financial year 2018/19 with respect to the claimed damages contributed a sum in the low double-digit millions to earnings. As a result, METRO withdrew its complaints against the credit card companies.

Arbitration proceedings against

Hudson's Bay Company

METRO AG is a plaintiff in arbitration proceedings against the Canadian department store group Hudson's Bay Company (HBC). The background of the arbitration proceedings is an outstanding purchase price claim of METRO AG against HBC, resulting from the disposal of Galeria Kaufhof in 2015. METRO AG had initially retained non-controlling interests in individual real estates and granted HBC call options. In January 2016, HBC exercised its call options and paid a preliminary purchase price. However, METRO AG believes that the paid preliminary purchase price was insufficient and is in dispute with HBC regarding the applied valuation basis.

Further remaining legal issues

Companies of the METRO group are party to judicial or arbitration proceedings as well as antitrust law proceedings in various European countries. Insofar as the liability has been sufficiently specified, appro-

priate risk provisions have been formed for these proceedings. METRO AG and its group companies have also filed claims for damages against companies that have been convicted of illegal competition agreements (including truck and sugar cartel).

18. Risks and benefits from off-balance-sheet transactions

Profit and loss transfer agreements exist between METRO AG and major group companies. The key benefits of these agreements consist in the resulting fiscal unity. Risks arise from the fact that losses will also have to be assumed under these profit and loss transfer agreements. Additionally, declarations of assumption of obligations for financial year 2019/20 have been issued in favour of individual group com- panies. Risks may arise from these declarations as well as from the letters of comfort issued in favour of group companies.

Additional significant business relationships regarding outsourced functions between METRO AG and its subsidiaries mostly concern IT services which are invoiced by the subsidiaries. The key benefit of this outsourcing is the specialisation that provides for improvements in quality and optimised prices and costs.

METRO AG has a call option that would require CECONOMY AG to transfer the remaining shares (6.61%) in METRO PROPERTIES GmbH & Co. KG; the option becomes available 3 years after the demerger of METRO AG has been completed. There is also a put option that would require METRO AG to transfer the remaining shares (6.61%) in METRO PROPERTIES GmbH & Co. KG to CECONOMY AG. This option becomes available for the first time 7 years after the demerger of METRO AG has been completed. The shares will be transferred at their respective fair value, which amounts to €46 million as of 30 September 2019 on the basis of current calculations.

ANNUAL FINANCIAL STATEMENTS OF METRO AG 2018/19

14

Notes

Notes to the income statement

14

NOTES TO THE INCOME

STATEMENT

19. Sales revenues

The recognised sales amount to €299 million concerning settlement amounts received in the form of licence fees for the METRO and MAKRO brands, as well as €95 million relating to IT and business services rendered to the subsidiaries in the METRO Wholesale sales line. The sales revenues in the reporting year are broken down by regions as follows:

€ million

2017/18

2018/19

Germany

23

22

Western Europe

(excl. Germany)

197

209

Russia

107

66

Eastern Europe

(excl. Russia)

99

88

Asia

8

8

434

393

The reason for the decline in sales revenues of approximately €40 million is the earnings development in Russia as well as Eastern Europe, since the licensing fees for the use of the METRO and MAKRO brands are based on earnings. These effects were not fully offset by the positive earnings development in Western Europe.

20. Other operating income

€ million

2017/18

2018/19

Settlement amounts

from subsidiaries

257

274

Income from capital gains

12

60

Income from the reversal

of provisions

20

12

Rental income

7

7

Miscellaneous income

19

34

315

387

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

With regard to the income from capital gains, it should be noted that the offsetting expenses resulting from exchange rate losses as part of natural hedging at Group level were incurred by one subsidiary. They are thus included in the profit transfers at METRO AG.

Other operating income includes non-period income from claims for damages arising from lawsuits

against credit card companies in the amount of € 29 million.

21. Cost of services purchased

In its function as a central management holding com- pany, METRO AG has subcontracted service perfor- mances, which predominantly relate to costs of marketing and IT services, to group companies as well as third-party companies. To the extent such expenses are related to settlement payments recognised in the sales revenues item, the corresponding amounts have been recognised in the cost of services purchased item.

22. Personnel expenses

€ million

2017/18

2018/19

Wages and salaries

111

124

Social security expenses,

expenses for post-employ-

ment benefits plans and

related employee benefits

15

15

thereof for post-

employment benefits

(4)

(4)

126

139

With a slightly declining number of employees, the increase in personnel expenses is mainly due to increased performance-based remuneration components and special payments.

23. Depreciation/amortisation/impairment losses on intangible and tangible assets

The item mainly includes amortisation of the rights of use to the METRO and MAKRO brands in the amount of €40 million. Amortisation of software amounted to €25 million.

ANNUAL FINANCIAL STATEMENTS OF METRO AG 2018/19

Notes

Notes to the income statement

15

24. Other operating expenses

As of the closing date, other operating expenses are comprised as follows:

€ million

2017/18

2018/19

Services rendered by

subsidiaries to METRO AG

235

292

Risks from the transfer

pricing model

40

88

Consulting expenses

47

84

General administrative

expenses

44

39

Expenses from

currency translation

34

32

Rental expenses

16

15

Miscellaneous expenses

11

21

427

571

In its function as the central management holding company, METRO AG has commissioned services from group companies as well as third-party companies. These expenses are partially offset, among others, by income from charging licence fees for the use of the METRO and MAKRO brands as well as IT and business services under the sales revenues and other operating income items. An appropriate provision was made for risks related to the possible partial non-recognition of the new transfer pricing model

by foreign tax authorities and any resulting obligations to repay amounts already received from foreign group companies.

25. Investment result

Income from investments in the reporting year was predominantly attributable to the group's real estate companies and the foreign subsidiaries of the METRO Wholesale sales line.

Profit and loss transfer agreements with other group companies accounted for income in the amount of €1,160 million. It includes distributions from reserves of an indirectly held subsidiary.

Expenses from loss assumptions amount to €473 million and mainly result from the Real segment. In the reporting period impairment losses of €484 million were made on investments in affiliated companies. Of this amount, €420 million related to impairments of Real Holding and were required from a comparison of the carrying amount with the expected net proceeds in accordance with the current findings from the sale process still ongoing at the time of the preparation.

26. Financial result

€ million

2017/18

2018/19

Income from

long-term loans

1

1

thereof from

affiliated companies

(1)

(1)

Other interest and

similar income

10

46

thereof from

affiliated companies

(9)

(45)

Other financial income

16

0

thereof from

affiliated companies

(16)

(0)

Income from the

discounting of provisions

0

6

thereof

out-of-period income

(0)

(0)

€ million

Income from investments

thereof from affiliated companies

Income from investments with profit and loss transfer agreements

Expenses from loss absorption

Depreciation/amortisation/ impairment losses

on shares in affiliated companies

2017/182018/19

  1. 89
  1. (89)
  1. 1,160

-383-472

  • -484
    202293

Interest and

similar expenses

-57

-54

thereof

to affiliated companies

(-9)

(-7)

Other financial expenses

-21

-4

thereof

to affiliated companies

(0)

(0)

-51

-5

Interest and similar income resulted from financial transactions with METRO group companies in the amount of €38 million.

The interest and similar expenses item in financial year 2018/19 was characterised by interest expenses for bonds and promissory note loans in the amount of €43 million and other interest expenses from ongoing monetary transactions in the amount of €7 million.

ANNUAL FINANCIAL STATEMENTS OF METRO AG 2018/19

16

Notes

Notes to the income statement

16

27. Income taxes

For the determination of income taxes, METRO AG as the controlling company is notified of the taxable earnings of the respective incorporated companies. The recognised tax expenses represent the tax expenses for the entire consolidation group. Besides foreign taxes, the disclosure in the reporting period in the amount of €2 million also relates to the reversal of provisions for tax audits and current tax assessments.

In accordance with § 274 Section 1 of the German Commercial Code (HGB), deferred taxes are determined for differences between the commercial law and tax law valuations. These essentially refer to provisions and intangible assets. In addition, loss and interest carry-forwards as well as potential tax credits must be considered in the calculation of deferred taxes.

The calculation of deferred taxes is based on the overall tax rate of 30.53% expected at the time of realisation. It consists of the corporate income tax rate of 15% plus a solidarity surcharge of 5.5% on the corporate income tax, and the trade tax rate of 14.7% based on an average municipal multiplier of 420%.

Deferred tax liabilities are recognised only when they exceed deferred tax assets. The company made

use of the option pursuant to § 274 Section 1 Sentence 2 of the German Commercial Code to not recognise the excess of deferred tax assets existing as of 30 September 2019.

28. Balance sheet profit

Adding net profit of €237 million to retained earnings from the previous year in the amount of €29 million results in a balance sheet profit of €266 million as of the closing date.

29. Appropriation of the balance sheet profit, dividends

Regarding the appropriation of the balance sheet profit for 2018/19, the Management Board of METRO AG will propose to the Annual General Meeting to distribute a dividend in the amount of €0.70 per ordinary share and €0.70 per preference share - that is, a total of €254 million - from the reported balance sheet profit of €266 million and to carry forward the remaining amount to the new account.

ANNUAL FINANCIAL STATEMENTS OF METRO AG 2018/19

Notes

Other notes

OTHER NOTES

30. Employees

METRO AG employed an average of 855 employees in financial year 2018/19, calculated from the 4 quarters (2017/18: 879). Part-time employees and temporary workers were converted into full-time equivalents.

31. Services of the auditor

The professional fees charged by the auditors of the annual financial statements are disclosed in the consolidated financial statements of METRO AG. Publication in this report is waived under the group exemption clause pursuant to § 285 No. 17 of the German Commercial Code.

Only services that are consistent with the task of the auditor of the annual financial statements and consolidated financial statements of METRO AG were provided.

The fees for audit services provided by the auditing company KPMG AG Wirtschaftsprüfungsgesellschaft relate to the audit of the consolidated financial statements and the annual financial statements of METRO AG, including statutory audit engagement extensions.

In addition, the fees for the audits of IFRS reporting packages of subsidiaries of METRO AG for inclusion in the METRO consolidated financial statements as well as for the audits of annual financial statements of subsidiaries under commercial law are included here. Moreover, audit-integrated reviews of interim financial statements, project-related audits within the framework of the introduction of new accounting standards and ISAE 3402 audit-related services were performed.

Other assurance services include agreed-upon audit procedures (for example Sales Lease Agreements, Compliance Certificates, Comfort Letters, Declaration of Completeness of the Packaging Ordinance), the voluntary audit of the internal audit system according to IDW PS 983, the voluntary audit of the corporate responsibility report according to ISAE 3000 and ISAE 3410 and the business audit of the non-financial statement.

Other services relate to fees for financial due diligence reviews, for audit-related support services as part of a sales tax compliance management system and audit-related support services based on IDW PS 980 in connection with the IT compliance system.

17

32. Group affiliation

The consolidated financial statements of METRO AG are prepared by METRO AG in its capacity as the holding company. The consolidated financial statements were prepared in accordance with the International Financial Reporting Standards (IFRS) as adopted by the EU. They are submitted to the operator of the Federal Gazette, who then publishes them in the Federal Gazette.

33. Transactions with related parties

Related parties are legal entities or individuals who can exert influence on METRO AG or who are controlled or significantly influenced by METRO AG.

Transactions with related parties are conducted in particular with subsidiaries and associated companies. They primarily relate to services, rental and financing transactions as well as intra-group transactions, which are generally conducted on arm's-length terms and conditions.

34. Disclosures pursuant to § 160 Section 1 No. 8 of the German Stock Corporation Act (AktG)

Between the beginning of financial year 2018/19 and the time of preparing the annual financial statements, METRO AG was notified of the following investments in METRO AG that are subject to disclosure pursuant to § 160 Section 1 No. 8 of the German Stock Corporation Act (AktG). In the case of several notifications relating to the notifying party reaching, exceeding or falling below the relevant thresholds received within the same financial year, only the most recent notification is disclosed. The voting shares listed in the following may have been subject to changes after the stated dates which the respective entities are not obliged to report to METRO AG. The content of the notifications of voting rights received by METRO AG pursuant to § 40 Section 1 of the German Securities Trading Act (WpHG), including notifications pursuant to §§ 38 and 39 of the German Securities Trading Act (WpHG), are published on the company's website at www.metroag.de/en/media- centre/legal-announcement.

The content of the voting right notifications received by METRO AG pursuant to § 20 Section 6 of the German Securities Trading Act (WpHG) are published in the electronic Federal Gazette, accessible at www.bundesanzeiger.de.

ANNUAL FINANCIAL STATEMENTS OF METRO AG 2018/19

18

Notes

Other notes

18

The content of the notification of 16 January 2019 were published as follows:

ANNUAL FINANCIAL STATEMENTS OF METRO AG 2018/19

Notes

Other notes

19

ANNUAL FINANCIAL STATEMENTS OF METRO AG 2018/19

20

Notes

Other notes

20

The content of the notification of 21 May 2019 was published as follows:

ANNUAL FINANCIAL STATEMENTS OF METRO AG 2018/19

Notes

Other notes

21

ANNUAL FINANCIAL STATEMENTS OF METRO AG 2018/19

22

Notes

Other notes

22

The content of the notification of 27 June 2019 was published as follows:

ANNUAL FINANCIAL STATEMENTS OF METRO AG 2018/19

Notes

Other notes

23

ANNUAL FINANCIAL STATEMENTS OF METRO AG 2018/19

24

Notes

Other notes

24

The content of the notifications of 31 July 2019 were published as follows:

ANNUAL FINANCIAL STATEMENTS OF METRO AG 2018/19

Notes

Other notes

25

ANNUAL FINANCIAL STATEMENTS OF METRO AG 2018/19

26

Notes

Other notes

26

ANNUAL FINANCIAL STATEMENTS OF METRO AG 2018/19

Notes

Other notes

27

ANNUAL FINANCIAL STATEMENTS OF METRO AG 2018/19

28

Notes

Other notes

28

ANNUAL FINANCIAL STATEMENTS OF METRO AG 2018/19

Notes

Other notes

29

ANNUAL FINANCIAL STATEMENTS OF METRO AG 2018/19

30

Notes

Other notes

30

The content of the notification of 7 August 2019 was published as follows:

On 7 August 2019 Meridian Foundation notified us of the following:

'[...] by letter dated 31 July 2019, we notified you according to Secs. 33, 34 of the German Securities Trading Act (Wertpapierhandelsgesetz, WpHG) that on 29 July 2019 our voting rights holdings in METRO AG exceeded the threshold of 20% and amounted to 20.63% on this date (this corresponds to 74,305,085 voting rights). In addition, we hereby inform you pursuant to Sec. 43 WpHG as follows:

The objectives pursued with the acquisition of voting rights:

  1. The acquisition of further voting rights is based on the establishment of a voting pool between Beisheim Capital GmbH, Beisheim Holding GmbH and Palatin Verwaltungsgesellschaft mbH. The establishment of the voting pool serves the purpose of implementing strategic objectives.
  2. The notifying person intends to acquire further voting rights in METRO AG by way of acquisition or in other ways within the next 12 months.
  3. Mr Peter Küpfer, chairman of the Advisory Board of Meridian Foundation, is currently member of the Supervisory Board of METRO AG. There is no delegation right to the Supervisory Board. The notifying person intends to be represented in the Supervisory Board of METRO AG also in the future. A further influence on the composition of the Supervisory Board and indirectly of the Management Board of METRO AG is not intended by the notifying person.
  4. A material change of the capital structure of METRO AG, in particular regarding the ratio of equity and debt and the dividend policy, is not intended.

Origin of the funds used for the acquisition:

The acquisition of further voting rights in METRO AG is based on the attribution of voting rights held by Palatin Verwaltungsgesellschaft mbH pursuant to Sec. 34 para. 1 sentence 1 WpHG, whereby the voting rights held by Beisheim Holding GmbH and Beisheim Capital Holding GmbH are attributable to Palatin Verwaltungsgesellschaft mbH due to the establishment of the voting pool agreement pursuant to Sec. 34 para. 2 WpHG. The notifying person therefore neither directly nor indirectly used neither equity nor debt capital for the acquisition of the voting rights.'

The content of the notification of 8 August 2019 was published as follows:

On 8 August 2019 Prof. Otto Beisheim Foundation (Munich) notified us of the following:

'[...] by letter dated 31 July 2019, we notified you according to Secs. 33, 34 of the German Securities Trading act (Wertpapierhandelsgesetz, WpHG) that on 29 July 2019 our voting rights holdings in METRO AG exceeded the thresholds of 10% and 20% and amounted to 20.63% on this date (this corresponds to 74,305,085 voting rights). In addition, we hereby inform you pursuant to Section 43 WpHG as follows:

The objectives pursued with the acquisition of voting rights:

  1. The acquisition of further voting rights in METRO AG is based on the establishment of a voting pool between Beisheim Capital GmbH, Beisheim Holding GmbH and Palatin Verwaltungsgesellschaft mbH. The establishment of the voting pool serves the purpose of implementing strategic objectives.
  2. Prof. Otto Beisheim Foundation intends to acquire further voting rights in METRO AG by way of acquisition or in other ways, within the next twelve months.
  3. Dr Fredy Raas, a member of the Management Board of Prof. Otto Beisheim Foundation, is currently a member of the Supervisory Board of METRO AG and in this capacity he exerts influence on the composition of the Supervisory Board and the Management Board of METRO AG. There is no delegation right to the Supervisory Board. Prof. Otto Beisheim Foundation intends to be represented in the Supervisory Board of METRO AG also in the future. Prof. Otto Beisheim Foundation does not intend to seek influence on the composition of the Supervisory Board, which goes beyond the exercise of voting rights in the General Meeting of METRO AG through Beisheim Capital GmbH.
  4. Prof. Otto Beisheim Foundation does not seek to materially change the capital structure of METRO AG, in particular regarding the ratio of equity and debt as well as the dividend policy.

Origin of the funds used to make the certain acquisitions:

The acquisition of further voting rights in METRO AG is based on the attribution of voting rights held by Beisheim Capital GmbH pursuant to Sec. 34 para. 1 sentence 1 WpHG, whereby the voting rights held by Palatin Verwaltungsgesellschaft mbH are attributable to Beisheim Holding GmbH due to the establishment of the voting pool agreement pursuant to Sec. 34 para. 2 WpHG. Prof. Otto Beisheim Foundation therefore neither directly nor indirectly used either of

ANNUAL FINANCIAL STATEMENTS OF METRO AG 2018/19

Notes

Other notes

31

equity or debt capital for the acquisition of the voting rights.'

On 8 August 2019, Prof. Otto Beisheim Stiftung (Baar, Switzerland) informed us of the following:

'[...] by letter dated 31 July 2019, we notified you according to Secs. 33, 34 of the German Securities Trading act (Wertpapierhandelsgesetz, WpHG) that on 29 July 2019 our voting rights holdings in METRO AG exceeded the thresholds of 10% and 20% and amounted to 20.63% on this date (this corresponds to 74,305,085 voting rights). In addition, we hereby inform you pursuant to Section 43 WpHG as follows:

The objectives pursued with the acquisition of voting rights:

  1. The acquisition of further voting rights is based on the establishment of a voting pool between Beisheim Capital GmbH, Beisheim Holding GmbH and Palatin Verwaltungsgesellschaft mbH. The establishment of the voting pool serves the purpose of implementing strategic objectives.
  2. Prof. Otto Beisheim Foundation intends to acquire further voting rights in METRO AG by way of acquisition or in other ways, within the next twelve months.
  3. Mr Dr. Fredy Raas, member of the Foundation Board of Prof. Otto Beisheim Foundation, is

currently member of the Supervisory Board of METRO AG and in this capacity he exerts influence on the composition of the Supervisory Board and the Management Board of METRO AG. There is no delegation right to the Supervisory Board. Prof. Otto Beisheim Foundation intends to be represented in the Supervisory Board of METRO AG also in the future. Prof. Otto Beisheim Foundation not intends to seek influence on the composition of the Supervisory Board, which goes beyond the exercise of voting rights in the General Meeting of METRO AG through Beisheim Holding GmbH.

4. Prof. Otto Beisheim Foundation does not seek to materially change the capital structure of METRO AG, in particular regarding the ratio of equity and debt as well as the dividend policy.

Origin of the funds used to make the certain acquisitions:

The acquisition of further voting rights in METRO AG is based on the attribution of voting rights held by Beisheim Holding GmbH pursuant to Sec. 34 para. 1 sentence 1 WpHG, whereby the voting rights held by Palatin Verwaltungsgesellschaft mbH are attributable to Beisheim Capital GmbH due to the establishment of the voting pool agreement pursuant to Sec. 34 para. 2 WpHG. Prof. Otto Beisheim Foundation therefore neither directly nor indirectly used either of equity or debt capital for the acquisition of the voting rights.'

ANNUAL FINANCIAL STATEMENTS OF METRO AG 2018/19

32

Notes

Other notes

32

The content of the notifications of 6 November 2019 were published as follows:

ANNUAL FINANCIAL STATEMENTS OF METRO AG 2018/19

Notes

Other notes

33

ANNUAL FINANCIAL STATEMENTS OF METRO AG 2018/19

34

Notes

Other notes

34

ANNUAL FINANCIAL STATEMENTS OF METRO AG 2018/19

Notes

Other notes

35

ANNUAL FINANCIAL STATEMENTS OF METRO AG 2018/19

36

Notes

Other notes

36

The content of the notification of 7 November 2019 was published as follows:

ANNUAL FINANCIAL STATEMENTS OF METRO AG 2018/19

Notes

Other notes

37

ANNUAL FINANCIAL STATEMENTS OF METRO AG 2018/19

38

Notes

Other notes

38

35. Management Board and Supervisory Board

Remuneration of members of the Management Board in financial year 2018/19 The remuneration of the active members of the Management Board mainly consists of a fixed salary, ashort-termperformance-basedremuneration component(short-termincentive and special bonuses), as well as theperformance-basedremuneration component with along-termincentive effect (long- term incentive) granted in financial year 2018/19.

The short-term incentive for members of the Management Board is mainly determined by the development of financial performance targets related to that financial year and also takes into account the achievement of agreed-upon targets.

The remuneration of the active members of the Management Board in financial year 2018/19 amounted to €9.8 million (2017/18: €7.0 million). Of this amount, €3.5 million (2017/18: €3.7 million) was attributable

to fixed salaries, €2.0 million (2017/18: €0.4 million) to the short-termperformance-based remuneration, €3.9 million (2017/18: €2.7 million) to the share- and performance-based remuneration with long-term incentive effect and €0.3 million (2017/18: €0.2 million) to non-monetary and supplemental benefits.

The share- and performance-based remuneration component with long-term incentive effect granted in financial year 2018/19 (performance share plan) was recognised at fair value as of the date granted. The number of conditionally allocated performance shares for the members of the Management Board amounts to a total of 311,477.

In financial year 2018/19, value adjustments resulted from the current tranches of performance- based payment programmes with a long-term incentive effect. The company's expenses amounted to €0.78 million for Mr Koch, €0.5 million for

Mr Baier, €1.23 million for

Mr Hutmacher and €0.09 million for Mr Palazzi. As of 30 September 2019, the provisions for the members of the Management Board totalled

€3.46 million. Of this amount, €1.17 million was attributable to Mr Koch, €0.69 million to Mr Baier, €1.52 million to Mr Hutmacher and €0.09 million to Mr Palazzi.

Expenses and provisions were determined by external experts using a recognised actuarial method.

An agreement was reached with Mr Hutmacher in the reporting year for the premature termination of his service contract with effect from the end of 31 December 2019. A severance payment of €2,957,700 was agreed to settle the remaining term of his service contract (1 January 2020 to 30 September 2020) and the short-term incentive for the period from 1 October 2019 to 31 May 2019. This settlement covers Mr Hutmacher's claims, taking into account the contractually agreed severance payment cap in accordance with the German Corporate Governance Code. The severance payment, which is due in financial year 2019/20, was fully accrued in financial year 2018/19. The tranches of the long-term incentive already granted to Mr Hutmacher will be settled in accordance with the terms of the plan.

Total remuneration of former members of the Management Board

There are congruent, reinsured liabilities from pension provisions of €1.6 million towards former members of the Management Board.

  • The disclosures pursuant to § 314 Section 1 No. 6a Sentences 5 to 8 of the German Commercial Code can be found in Section 6 remuneration report in the combined management report.

Remuneration of members of the Supervisory Board

The total remuneration paid to all members of the Supervisory Board in financial year 2018/19 amounts to €2.2 million (2017/18: €2.2 million).

  • For more information on the remuneration of the members of the Supervisory Board, see Section 6 remuneration report in the combined management report.

36. Declaration of conformity with GCGC

In September 2019, the Management Board and the Supervisory Board issued the annual declaration of conformity pursuant to § 161 of the German Stock Corporation Act (AktG) concerning the recommendations of the Government Commission on the German Corporate Governance Code. The statement is permanently accessible on the website of METRO AG (www.metroag.de/en).

ANNUAL FINANCIAL STATEMENTS OF METRO AG 2018/19

Notes

Corporate Boards of METRO AG and the mandates of their members

39

37. Corporate Boards of METRO AG and the mandates of their members

Members of the Supervisory Board

(As of 3 December 2019)

Jürgen Steinemann (Chairman)

CEO of JBS Holding GmbH

Shareholder representative

  1. Big Dutchman AG (Vice Chairman)
  2. Bankiva B.V., Wezep, Netherlands - Supervisory Board (Chairman)
    Barry Callebaut AG1,Zurich, Switzerland - Board of Directors until 11 December 2019 Lonza Group AG1, Basel, Switzerland - Board of Directors

Werner Klockhaus (Vice Chairman)

Chairman of the Group Works Council of METRO AG Chairman of the General Works Council of Real GmbH Employee representative

  1. Hamburger Pensionskasse von 1905 Versicherungsverein auf Gegenseitigkeit Real GmbH2(Vice Chairman)
  2. None

Stefanie Blaser

Chairwoman of the General Works Council

of METRO PROPERTIES GmbH & Co. KG Saarbrücken Employee representative

  1. None
  2. None

Herbert Bolliger

Self-employed business consultant

Shareholder representative

  1. None
  2. Amann Wine Group Holding SA, Zug, Switzerland - Board of Directors
    BNP Paribas (Suisse) AG1,Geneva, Switzerland - Board of Directors MTH Retail Group Holding GmbH, Vienna, Austria - Supervisory Board
    Office World Holding AG, Bolligen, Switzerland - Board of Directors
    (Vice President)

Gwyn Burr

Member of the Board of Directors of Hammerson plc, London, United Kingdom

Shareholder representative

  1. None
  2. Hammerson plc1,, London, United Kingdom - Board of Directors
    Ingleby Farms and Forests ApS, Køge, Denmark - Board of Directors
    Just Eat plc1,,London, United Kingdom - Board of Directors
    Sainsbury's Bank plc1, London, United Kingdom - Board of Directors
    Taylor Wimpey plc1, London, United Kingdom - Board of Directors

Thomas Dommel

Chairman of the General Works Council of METRO LOGISTICS Germany GmbH Employee representative

  1. METRO LOGISTICS Germany GmbH2(Vice Chairman)
  2. None
  1. Memberships in other statutory supervisory boards within the meaning of § 125 Section 1 Sentence 5, 1stalt. of the German Stock Corporation Act (AktG).
  2. Memberships in comparable German and international supervisory bodies of commercial enterprises within the meaning of § 125 Section 1 Sentence 5, 2ndalt. of the German Stock Corporation Act (AktG). 1Listed company.
    2Intra-group mandate.

METRO AG ANNUAL FINANCIAL STATEMENTS 2018/19

44

Notes

Corporate Boards of METRO AG and the mandates of their members

40

Prof. Dr Edgar Ernst

President of the German Financial Reporting Enforcement Panel (FREP)

Shareholder representative

  1. TUI AG1
    Vonovia SE1(Vice Chairman )
  2. None

Dr Florian Funck (until 7 December 2019) Member of the Management Board

of Franz Haniel & Cie. GmbH Shareholder representative

  1. CECONOMY AG1
    TAKKT AG*(Chairman, since 15 May 2019) Vonovia SE1
  2. None

Michael Heider

Vice Chairman of the General Works Council of METRO Deutschland GmbH

Chairman of the Works Council of the METRO wholesale store Schwelm, employee representative

  1. Metro Großhandelsgesellschaft mbH2
  2. None

Peter Küpfer

Self-employed business consultant

Shareholder representative

  1. CECONOMY AG1,until 30 April 2019
  2. AHRA AG, Zurich, Switzerland - Board of Directors (President) AHRB AG, Zurich, Switzerland - Board of Directors (President)
    ARH Resort Holding AG, Zurich, Switzerland - Board of Directors (President)
    Breda Consulting AG, Zurich, Switzerland - Board of Directors (President)
    Cambiata Ltd, Road Town, Tortola, British Virgin Islands - Board of Directors Cambiata Schweiz AG, Zurich, Switzerland - Board of Directors
    Gebr. Schmidt GmbH & Co. KG - Advisory Council Lake Zurich Fund Exempt Company, George Town, Grand Cayman, Cayman Islands -
    Board of Directors
    Supra Holding AG, Zug, Switzerland - Board of Directors

Susanne Meister

Member of the General Works Council of Real GmbH Employee representative

  1. None
  2. None

Dr Angela Pilkmann

Category Manager Food at Real GmbH

Employee representative

  1. None
  2. None

Dr Fredy Raas

Managing Director of Beisheim Holding GmbH, Baar, Switzerland and Beisheim Group GmbH & Co. KG Shareholder representative

  1. CECONOMY AG1
  2. ARISCO Holding AG, Baar, Switzerland - Board of Directors
    HUWA Finanz- und Beteiligungs AG, Au, Switzerland - Board of Directors (President), since 23 October 2018
    Montana Capital Partners AG, Baar, Switzerland - Board of Directors, until 31 December 2018

Xaver Schiller

Chairman of the General Works Council of METRO Deutschland GmbH Chairman of the Works Council of the METRO wholesale store Munich-Brunnthal Employee representative

  1. Metro Großhandelsgesellschaft mbH2(Vice Chairman)
  2. None

Eva-Lotta Sjöstedt

Self-employed business consultant

Shareholder representative

  1. None
  2. None

Dr Liliana Solomon

Chief Financial Officer of Awaze Group Limited, London, United Kingdom

Shareholder representative

  1. Scout24 AG1(Vice Chairwoman), until 30 August 2019
  2. None
  1. Memberships in other statutory supervisory boards within the meaning of § 125 Section 1 Sentence 5, 1stalt. of the German Stock Corporation Act (AktG).
  2. Memberships in comparable German and international supervisory bodies of commercial enterprises within the meaning of § 125 Section 1 Sentence 5, 2ndalt. of the German Stock Corporation Act (AktG). 1Listed company.
    2Intra-group mandate.

METRO AG ANNUAL FINANCIAL STATEMENTS 2018/19

Notes

Corporate Boards of METRO AG and the mandates of their members

413

Alexandra Soto

Group Executive Director, Managing Director and Global Chief Operating Officer of Lazard Financial Advisory, Lazard & Co., Limited, London, United Kingdom

Shareholder representative

  1. None
  2. None

Angelika Will

Honorary Judge at the Federal Labour Court Secretary of the Regional Association Board North Rhine-Westphalia of DHV -

Die Berufsgewerkschaft e. V. (federal specialist group trade and logistics)

Employee representative

  1. None
  2. None

Manfred Wirsch

Secretary of the National Executive Board of Verdi Vereinte Dienstleistungsgewerkschaft e. V. Employee representative

  1. Metro Großhandelsgesellschaft mbH2
  2. None

Silke Zimmer

Secretary of the National Executive Board of Verdi Vereinte Dienstleistungsgewerkschaft e. V. Employee representative

  1. None
  2. None
  1. Memberships in other statutory supervisory boards within the meaning of § 125 Section 1 Sentence5, 1stalt. of the German Stock Corporation Act (AktG).
  2. Memberships in comparable German and international supervisory bodies of commercial enterprises within the meaning of § 125 Section 1 Sentence 5, 2ndalt. of the German Stock Corporation Act (AktG). 1Listed company.
    2Intra-group mandate.

METRO AG ANNUAL FINANCIAL STATEMENTS 2018/19

44

Notes

Corporate Boards of METRO AG and the mandates of their members

42

Permanent Supervisory Board Committees and their composition

(As of 3 December 2019)

Presidential Committee

Jürgen Steinemann (Chairman)

Werner Klockhaus (Vice Chairman)

Xaver Schiller

Dr Liliana Solomon

Audit Committee

Prof. Dr Edgar Ernst (Chairman)

Werner Klockhaus (Vice Chairman)

Thomas Dommel

Dr Florian Funck

Dr Fredy Raas

Xaver Schiller

Nomination Committee

Jürgen Steinemann (Chairman)

Gwyn Burr

Prof. Dr Edgar Ernst

Mediation Committee pursuant to § 27 Section 3 of the German Co-determination Act

Jürgen Steinemann (Chairman)

Werner Klockhaus (Vice Chairman)

Prof. Dr Edgar Ernst

Xaver Schiller

METRO AG ANNUAL FINANCIAL STATEMENTS 2018/19

Notes

Corporate Boards of METRO AG and the mandates of their members

43

Members of the Management Board

(As of 3 December 2019)

Olaf Koch (Chairman)

  1. Real GmbH2(Chairman) METRO-NOM GmbH2(Chairman), since 1 November 2019
  2. Hospitality Digital GmbH2- Advisory Board (Chairman)

Christian Baier(Chief Financial Officer)

  1. Metro Großhandelsgesellschaft mbH2
    METRO RE AG2- Supervisory Board (Chairman)
  2. Hospitality Digital GmbH - Advisory Board METRO Cash & Carry International Holding GmbH2, Vösendorf, Austria -
    Supervisory Board (Chairman)
    METRO Holding France S.A.2, Vitry-sur-Seine, France - Board of Directors

Andrea Euenheim

(Chief Human Resources Officer and Labour Director, since 1 November 2019) Since 1 November 2019

  1. Metro Großhandelsgesellschaft mbH2, since 1 November 2019

Real GmbH2, since 1 January 2020

  1. None

Heiko Hutmacher

(Chief Human Resouces Officer and Labour Director, until 31 October 2019) Until 31 December 2019

  1. Metro Großhandelsgesellschaft mbH2,
    until 31 October 2019
    Real GmbH2, until 31 December 2019 METRO-NOM GmbH2(Chairman), until 31 October 2019
  2. None

Philippe Palazzi (Chief Operating Officer)

  1. None
  2. Hospitality Digital GmbH2- Advisory Board METRO Holding France S.A.2, Vitry-sur-Seine,
    France - Board of Directors (Chairman) METRO FSD France S.A.S.2, Rungis,
    France - Board of Directors (Chairman) METRO Wholesale Myanmar Ltd.2, Yangon,
    Myanmar - Supervisory Board Classic Fine Foods Netherlands B.V.2, Amsterdam, Netherlands - Board of Directors
  1. Memberships in other statutory supervisory boards within the meaning of § 125 Section 1 Sentence 5, 1stalt. of the German Stock Corporation Act (AktG).
  2. Memberships in comparable German and international supervisory bodies of commercial enterprises within the meaning of § 125 Section 1 Sentence 5, 2ndalt. of the German Stock Corporation Act (AktG).
    1Listed company.
    2Intra-group mandate.

METRO AG ANNUAL FINANCIAL STATEMENTS 2018/19

44

Notes

Corporate Boards of METRO AG and the mandates of their members

44

38. Events after the closing date

METRO AG SELLS MAJORITY SHARE IN METRO CHINA TO WUMEI TECHNOLOGY GROUP

On 11 October 2019, METRO AG ('METRO') entered into an agreement with Wumei Technology Group, Inc. ('Wumei'), a leading Chinese retailer, to form a strategic partnership for METRO's Chinese operations ('METRO China'). This partnership includes the sale of METRO's entire indirect investment in METRO China (excluding a real estate company sold separately in September 2019) to a subsidiary of Wumei (the buyer) for a company value (enterprise value, 100%) of approximately €1.9 billion. The consideration includes an estimated net cash inflow of more than €1.0 billion as well as a 20% investment of METRO in METRO China.

The closing of this transaction is subject to the approval of the regulatory authorities.

EP GLOBAL COMMERCE GMBH INCREASES ITS SHARE OF VOTING RIGHTS IN METRO AG

EP Global Commerce GmbH increased its voting rights in METRO AG from 17.52% to 29.99% as of 6 November 2019 based on the notifications of voting rights submitted to the company. They, and possibly other affiliated companies and related parties, will thus become related parties of METRO AG as of this date.

Franz Haniel & Cie. GmbH and its subsidiaries are no longer related companies due to the reduction of their voting rights.

METRO AG ANNUAL FINANCIAL STATEMENTS 2018/19

Notes

Affiliated companies

457

39. Affiliated companies of METRO AG as of 30/9/2018 pursuant to § 285 of the German Commercial Code

Consolidated subsidiaries

Annual profit

Registered

Share

Equity

or loss in

Name

office

Country

in capital in %

in 1,000 euros

1,000 euros

2. Schaper Objekt GmbH & Co. Kiel KG

Düsseldorf

Germany

100.00

3,652

25710

ADAGIO 2. Grundstücksverwaltungsgesellschaft mbH

Düsseldorf

Germany

100.00

25

01, 10

ADAGIO 3. Grundstücksverwaltungsgesellschaft mbH

Düsseldorf

Germany

100.00

9,871

01, 10

ADAGIO Grundstücksverwaltungsgesellschaft mbH

Düsseldorf

Germany

100.00

52

01, 10

Adolf Schaper GmbH & Co. Grundbesitz-KG

Düsseldorf

Germany

100.00

1,053

-8110

AIB Verwaltungs GmbH

Düsseldorf

Germany

100.00

28

310

ARKON Grundbesitzverwaltung GmbH

Düsseldorf

Germany

100.00

26

01, 10

ASH Grundstücksverwaltung XXX GmbH

Düsseldorf

Germany

100.00

26

01, 10

ASSET Immobilienbeteiligungen GmbH

Düsseldorf

Germany

100.00

190,760

01, 10

ASSET Köln-Kalk GmbH

Düsseldorf

Germany

100.00

22,592

01, 10

ASSET Zweite Immobilienbeteiligungen GmbH

Düsseldorf

Germany

100.00

39,904

01, 10

Aubepine SARL

Châlette-sur-Loing

France

100.00

4,530

5577

Avilo Marketing Gesellschaft m. b. H.

Vösendorf

Austria

100.00

2,406

8716

BAUGRU Immobilien-Beteiligungsgesellschaft

mit beschränkter Haftung & Co. Grundstücksverwaltung KG

Düsseldorf

Germany

100.00

3,346

2310

Beijing Weifa Trading & Commerce Co. Ltd.

Beijing

China

100.00

-1,280

-1,0727

Blabert Grundstücksverwaltungsgesellschaft mbH

Düsseldorf

Germany

94.00

26

01, 10

cc delivery gmbh

Meckenheim

Germany

100.00

418

01, 10

CCG DE GmbH

Kelsterbach

Germany

100.00

883

01, 10

CJSC METRO Management Ukraine

Kiev

Ukraine

100.00

15,663

07

Classic Coffee & Beverage Sdn Bhd

Kuala Lumpur

Malaysia

100.00

2,838

2087

Classic Fine Foods (Hong Kong) Limited

Hong Kong

China

100.00

21,618

4,1087

Classic Fine Foods (Macau) Ltd

Macao

China

99.80

1,596

-1587

Classic Fine Foods (Singapore) Private Limited

Singapore

Singapore

100.00

3,446

-2697

Classic Fine Foods (Thailand) Company Limited

Bangkok

Thailand

100.00

-5,196

-2,3877

Classic Fine Foods (Thailand) Holding Company Limited

Bangkok

Thailand

49.00

-499

-177

Classic Fine Foods (Vietnam) Limited

Ho Chi Minh City

Vietnam

100.00

8,735

1,7377

Classic Fine Foods China Holdings Limited

Hong Kong

China

100.00

-3,887

-117

Classic Fine Foods China Trading Limited

Hong Kong

China

100.00

-291

-647

United

Classic Fine Foods EM LLC

Abu Dhabi

Arab Emirates

50.00

0

07

Classic Fine Foods group Limited

London

United Kingdom

100.00

28,429

17

Classic Fine Foods Holdings Limited

London

United Kingdom

100.00

17,278

-27

Classic Fine Foods Japan Holdings

Tokyo

Japan

100.00

4,410

-37

Classic Fine Foods Macau Holding Limited

Hong Kong

China

100.00

120

-187

Classic Fine Foods Netherlands BV

Rotterdam

Netherlands

100.00

691

-37

Classic Fine Foods Philippines Inc.

Makati

Philippines

100.00

7,619

1,4297

Classic Fine Foods Rungis SAS

Rungis

France

100.00

1,116

927

Classic Fine Foods Sdn Bhd

Kuala Lumpur

Malaysia

100.00

4,169

2517

Classic Fine Foods UK Limited

London

United Kingdom

100.00

5,430

6477

United

Classic Fine Foodstuff Trading LLC

Abu Dhabi

Arab Emirates

49.00

19,091

1,9427

Concarneau Trading Office SAS

Concarneau

France

100.00

759

17810

COOL CHAIN GROUP PL Sp. z o.o.

Cracow

Poland

100.00

313

1910

Culinary Agents Italia s.r.l.

San Donato Milanese

Italy

100.00

44

-16

Dalian Metro Warehouse Management Co., Ltd.

Dalian

China

100.00

7,847

7737

DAYCONOMY GmbH

Düsseldorf

Germany

100.00

25

01, 10

Deelnemingmaatschappij Arodema B.V.

Amsterdam

Netherlands

100.00

3,136

06

Deutsche SB-Kauf Beteiligungsverwaltung GmbH

Düsseldorf

Germany

100.00

25

010

Deutsche SB-Kauf GmbH & Co. KG

Düsseldorf

Germany

100.00

7,276

41310

DFI Verwaltungs GmbH

Düsseldorf

Germany

100.00

25

01, 10

Dinghao Foods (Shanghai) Co. Ltd.

Shanghai

China

100.00

-3,594

-2,1437

DISH Plus GmbH

Düsseldorf

Germany

100.00

25

01, 10

Etablissements Blin SAS

Saint Gilles

France

100.00

15,568

2,7347

Fideco AG

Courgevaux

Switzerland

100.00

5,624

20810

French F&B (Japan) Co., Ltd.

Tokyo

Japan

93.83

8,875

-167

Freshly CR s.r.o.

Prague

Czech Republic

100.00

6

010

Fulltrade International GmbH

Düsseldorf

Germany

100.00

25

01, 10

FZB Fachmarktzentrum Bous Verwaltungsgesellschaft mbH & Co. KG

Düsseldorf

Germany

100.00

4,364

24510

GBS Gesellschaft für Unternehmensbeteiligungen mbH

Düsseldorf

Germany

100.00

175,529

01, 10

GKF 6. Objekt Vermögensverwaltungsgesellschaft mbH

Düsseldorf

Germany

100.00

26

01, 10

GKF Grundstücks-Vermietungsgesellschaft mbH & Co.

Objekt Donaueschingen KG

Düsseldorf

Germany

100.00

27

1210

ANNUAL FINANCIAL STATEMENTS OF METRO AG 2018/19

46

Notes

Affiliated companies

46

Consolidated subsidiaries

Annual profit

Registered

Share

Equity

or loss in

Name

office

Country

in capital in %

in 1,000 euros

1,000 euros

GKF Grundstücks-Vermietungsgesellschaft mbH & Co.

Objekt Köln-Porz KG

Düsseldorf

Germany

100.00

111

-910

GKF Grundstücksverwaltung GmbH & Co. Objekt

Bremen-Vahr KG

Düsseldorf

Germany

100.00

569

-1710

GKF Grundstücksverwaltung GmbH & Co. Objekt Emden KG

Düsseldorf

Germany

100.00

312

-310

GKF Grundstücksverwaltung GmbH & Co. Objekt

Groß-Zimmern KG

Düsseldorf

Germany

100.00

454

-810

GKF Grundstücksverwaltung GmbH & Co. Objekt Norden KG

Düsseldorf

Germany

100.00

265

310

GKF Grundstücksverwaltungsgesellschaft mbH & Co.

Objekt Schaper Bremen-Habenhausen KG

Düsseldorf

Germany

100.00

3,982

1,19610

GKF Grundstücksverwaltungsgesellschaft mbH & Co.

Objekt Wolfenbüttel KG

Düsseldorf

Germany

94.00

794

42810

GKF Vermögensverwaltungsgesellschaft mbH

Düsseldorf

Germany

100.00

543

3010

GKF Vermögensverwaltungsgesellschaft mbH & Co.

10. Objekt-KG

Düsseldorf

Germany

100.00

0

-610

GKF Vermögensverwaltungsgesellschaft mbH & Co.

25. Objekt-KG

Düsseldorf

Germany

100.00

0

-22510

GKF Vermögensverwaltungsgesellschaft mbH & Co.

8. Objekt - KG

Düsseldorf

Germany

100.00

1,214

-17910

GKF Vermögensverwaltungsgesellschaft mbH & Co.

Arrondierungsgrundstücke KG

Düsseldorf

Germany

100.00

394

5910

GKF Vermögensverwaltungsgesellschaft mbH & Co.

Entwicklungsgrundstücke KG

Düsseldorf

Germany

100.00

1,124

-41010

GKF Vermögensverwaltungsgesellschaft mbH & Co.

Gewerbegrundstücke KG

Düsseldorf

Germany

100.00

2,931

1,69310

GKF Vermögensverwaltungsgesellschaft mbH & Co.

Objekt Aachen SB-Warenhaus KG

Düsseldorf

Germany

94.90

1

82910

GKF Vermögensverwaltungsgesellschaft mbH & Co.

Objekt Bannewitz KG

Düsseldorf

Germany

100.00

0

-13510

GKF Vermögensverwaltungsgesellschaft mbH & Co.

Objekt Bitterfeld KG

Düsseldorf

Germany

94.90

-2,238

1,06010

GKF Vermögensverwaltungsgesellschaft mbH & Co.

Objekt Bochum Otto Straße KG

Düsseldorf

Germany

100.00

694

1,52910

GKF Vermögensverwaltungsgesellschaft mbH & Co.

Objekt Braunschweig Hamburger Straße KG

Düsseldorf

Germany

94.90

814

97910

GKF Vermögensverwaltungsgesellschaft mbH & Co.

Objekt Brühl KG

Düsseldorf

Germany

100.00

486

-4910

GKF Vermögensverwaltungsgesellschaft mbH & Co.

Objekt Duisburg KG

Düsseldorf

Germany

100.00

2,134

50310

GKF Vermögensverwaltungsgesellschaft mbH & Co.

Objekt Edingen-Neckarhausen KG

Düsseldorf

Germany

100.00

14,975

51210

GKF Vermögensverwaltungsgesellschaft mbH & Co.

Objekt Emden KG

Düsseldorf

Germany

100.00

590

1110

GKF Vermögensverwaltungsgesellschaft mbH & Co.

Objekt Espelkamp KG

Düsseldorf

Germany

100.00

10,737

63910

GKF Vermögensverwaltungsgesellschaft mbH & Co.

Objekt Frankenthal KG

Düsseldorf

Germany

100.00

235

-1310

GKF Vermögensverwaltungsgesellschaft mbH & Co.

Objekt Frankenthal-Studernheim KG

Düsseldorf

Germany

100.00

437

-3010

GKF Vermögensverwaltungsgesellschaft mbH & Co.

Objekt Gäufelden KG

Düsseldorf

Germany

100.00

6,568

1,00610

GKF Vermögensverwaltungsgesellschaft mbH & Co.

Objekt Göttingen KG

Düsseldorf

Germany

100.00

15,040

38910

GKF Vermögensverwaltungsgesellschaft mbH & Co.

Objekt Hamm KG

Düsseldorf

Germany

100.00

3,158

2,31610

GKF Vermögensverwaltungsgesellschaft mbH & Co.

Objekt Hannover / Davenstedter Straße KG

Düsseldorf

Germany

100.00

2,536

5810

GKF Vermögensverwaltungsgesellschaft mbH & Co.

Objekt Hannover Fössestraße KG

Düsseldorf

Germany

100.00

1,179

-10210

GKF Vermögensverwaltungsgesellschaft mbH & Co.

Objekt Hannover-Linden KG

Düsseldorf

Germany

100.00

561

39710

GKF Vermögensverwaltungsgesellschaft mbH & Co.

Objekt Heinsberg KG

Düsseldorf

Germany

100.00

1,056

80810

GKF Vermögensverwaltungsgesellschaft mbH & Co.

Objekt Herten KG

Düsseldorf

Germany

100.00

493

97710

GKF Vermögensverwaltungsgesellschaft mbH & Co.

Objekt Hildesheim-Senking KG

Düsseldorf

Germany

100.00

4,599

77910

GKF Vermögensverwaltungsgesellschaft mbH & Co.

Objekt Hürth KG

Düsseldorf

Germany

100.00

1,919

71010

GKF Vermögensverwaltungsgesellschaft mbH & Co.

Objekt Kassel KG

Düsseldorf

Germany

100.00

0

11110

GKF Vermögensverwaltungsgesellschaft mbH & Co.

Objekt Krefeld KG

Düsseldorf

Germany

94.90

1

61310

GKF Vermögensverwaltungsgesellschaft mbH & Co.

Objekt Kulmbach KG

Düsseldorf

Germany

100.00

9,452

32810

GKF Vermögensverwaltungsgesellschaft mbH & Co.

Objekt Mönchengladbach ZV I KG

Düsseldorf

Germany

100.00

26

-56010

ANNUAL FINANCIAL STATEMENTS OF METRO AG 2018/19

Notes

Affiliated companies

47

Consolidated subsidiaries

Annual profit

Registered

Share

Equity

or loss in

Name

office

Country

in capital in %

in 1,000 euros

1,000 euros

GKF Vermögensverwaltungsgesellschaft mbH & Co.

Objekt Mönchengladbach ZV II KG

Düsseldorf

Germany

94.00

65

19210

GKF Vermögensverwaltungsgesellschaft mbH & Co.

Objekt Mönchengladbach-Rheydt KG

Düsseldorf

Germany

100.00

8,940

-4,11410

GKF Vermögensverwaltungsgesellschaft mbH & Co.

Objekt Nettetal KG

Düsseldorf

Germany

94.90

1

8310

GKF Vermögensverwaltungsgesellschaft mbH & Co.

Objekt Oldenburg KG

Düsseldorf

Germany

100.00

2,466

76010

GKF Vermögensverwaltungsgesellschaft mbH & Co.

Objekt Paderborn 'Südring Center' KG

Düsseldorf

Germany

100.00

2,843

99910

GKF Vermögensverwaltungsgesellschaft mbH & Co.

Objekt Pfarrkirchen KG

Düsseldorf

Germany

100.00

16,968

1,00810

GKF Vermögensverwaltungsgesellschaft mbH & Co.

Objekt Rastatt KG

Düsseldorf

Germany

100.00

5,161

1,09310

GKF Vermögensverwaltungsgesellschaft mbH & Co.

Objekt Ratingen KG

Düsseldorf

Germany

100.00

132

-2010

GKF Vermögensverwaltungsgesellschaft mbH & Co.

Objekt Regensburg KG

Düsseldorf

Germany

100.00

19,750

84610

GKF Vermögensverwaltungsgesellschaft mbH & Co.

Objekt Saar-Grund KG

Düsseldorf

Germany

100.00

263

30010

GKF Vermögensverwaltungsgesellschaft mbH & Co.

Objekt Stralsund KG

Düsseldorf

Germany

94.90

-851

73310

GKF Vermögensverwaltungsgesellschaft mbH & Co.

Objekt Wülfrath KG

Düsseldorf

Germany

100.00

1,353

48010

GKF Vermögensverwaltungsgesellschaft mbH & Co.

Objekte Amberg und Landshut KG

Düsseldorf

Germany

100.00

10

99510

Goldhand Lebensmittel- u. Verbrauchsgüter-

Vertriebsgesellschaft mit beschränkter Haftung

Düsseldorf

Germany

100.00

26

01, 10

GrandPari Limited Liability Company

Moscow

Russia

100.00

5,882

-4164

Heim & Büro Versand GmbH

Nister

Germany

100.00

104

01, 10

HoReCa Innovation I Carry GmbH & Co. KG

Düsseldorf

Germany

3.26

0

-110

HoReCa Innovation I GmbH & Co. KG

Düsseldorf

Germany

100.00

3,508

-28610

HoReCa Innovation I Team GmbH & Co. KG

Düsseldorf

Germany

0.67

12

-110

HoReCa Investment I Carry GmbH & Co. KG

Düsseldorf

Germany

3.32

0

-110

HoReCa Investment I GmbH & Co. KG

Düsseldorf

Germany

100.00

40,298

-6,24010

HoReCa Investment I Team GmbH & Co. KG

Düsseldorf

Germany

0.07

142

-110

HoReCa Investment Management GmbH

Düsseldorf

Germany

100.00

25

01, 10

HoReCa Komplementär GmbH

Düsseldorf

Germany

100.00

30

01, 10

HoReCa Strategic I Carry GmbH & Co. KG

Düsseldorf

Germany

4.26

0

-110

HoReCa Strategic I GmbH & Co. KG

Düsseldorf

Germany

100.00

5,160

-3310

Horten Nürnberg GmbH

Düsseldorf

Germany

100.00

16,698

01, 10

Hospitality Digital France SAS

Paris

France

100.00

53

1410

Hospitality Digital GmbH

Düsseldorf

Germany

100.00

280

01, 10

Hospitality Digital Services Austria GmbH

Vienna

Austria

100.00

69

236

Hospitality Digital Services Germany GmbH

Düsseldorf

Germany

100.00

-54

01, 10

hospitality.data GmbH

Düsseldorf

Germany

100.00

25

01, 10

HOSPITALITY.digital, Inc.

Wilmington

USA

100.00

8

03

Hospitality.systems GmbH

Düsseldorf

Germany

100.00

24

01, 10

ICS METRO Cash & Carry Moldova S.R.L.

Chişinău

Moldova

100.00

12,251

2,4347

Immobilien-Vermietungsgesellschaft von Quistorp GmbH &

Co. Objekt Altlandsberg KG

Düsseldorf

Germany

90.24

41,244

1010

Inpakcentrale ICN B.V.

Duiven

Netherlands

100.00

68

06

Johannes Berg GmbH, Weinkellerei

Düsseldorf

Germany

100.00

26

01, 10

Kaufhalle GmbH

Düsseldorf

Germany

100.00

25,182

01, 10

Kaufhalle GmbH & Co. Objekt Lager Apfelstädt KG

Düsseldorf

Germany

100.00

4,211

47710

Klassisk Group (S) Pte. Ltd.

Singapore

Singapore

100.00

-76,263

-8,2277

Klassisk Investment Limited

Hong Kong

China

100.00

69,286

-1,6367

KUPINA Grundstücks-Verwaltungsgesellschaft mbH & Co. KG

Düsseldorf

Germany

100.00

-4,835

1,91410

Liqueur & Wine Trade GmbH

Düsseldorf

Germany

100.00

26

01, 10

LLC Ukrainian Wholesale Trade Company

Kiev

Ukraine

100.00

261

-167

Makro Autoservicio Mayorista S. A. U.

Madrid

Spain

100.00

347,558

124,08510

MAKRO Cash & Carry Belgium NV

Wommelgem

Belgium

100.00

43,078

-63,2446

MAKRO Cash & Carry CR s.r.o.

Prague

Czech Republic

100.00

71,729

14,92010

Makro Cash & Carry Egypt LLC

Cairo

Egypt

100.00

-30,337

-2,6246

Makro Cash & Carry Portugal S.A.

Lisbon

Portugal

100.00

32,781

9,46210

Makro Cash & Carry UK Holding Limited

Manchester

United Kingdom

100.00

-10,909

07

Makro Cash and Carry Polska S.A.

Warsaw

Poland

100.00

53,711

3,6756

Makro Ltd.

Manchester

United Kingdom

100.00

292

-1,3047

Makro Pension Trustees Ltd.

Manchester

United Kingdom

100.00

2

07

Markthalle GmbH

Düsseldorf

Germany

100.00

25

01, 10

ANNUAL FINANCIAL STATEMENTS OF METRO AG 2018/19

46

Notes

Affiliated companies

48

Consolidated subsidiaries

Annual profit

Registered

Share

Equity

or loss in

Name

office

Country

in capital in %

in 1,000 euros

1,000 euros

MCC Grundstücksverwaltungsgesellschaft mbH & Co.

Objekt Augsburg KG

Düsseldorf

Germany

94.90

-1,201

-210

MCC Grundstücksverwaltungsgesellschaft mbH & Co.

Objekt Berlin-Friedrichshain KG

Düsseldorf

Germany

100.00

17,245

50610

MCC Grundstücksverwaltungsgesellschaft mbH & Co.

Objekt Hamburg-Altona KG

Düsseldorf

Germany

100.00

21,454

1,17310

MCC Grundstücksverwaltungsgesellschaft mbH & Co.

Objekt München-Pasing KG

Düsseldorf

Germany

100.00

31,902

2,66710

MCC Grundstücksverwaltungsgesellschaft mbH & Co.

Objekt Porta-Westfalica KG

Düsseldorf

Germany

100.00

8,722

72610

MCC Grundstücksverwaltungsgesellschaft mbH & Co.

Objekt Schwelm KG

Düsseldorf

Germany

100.00

12,245

96110

MCC Trading Deutschland GmbH

Düsseldorf

Germany

100.00

26

01, 10

MCC Trading International GmbH

Düsseldorf

Germany

100.00

26

01, 10

MCC Vermögensverwaltungsgesellschaft mbH & Co.

Objekt Ludwigshafen KG

Düsseldorf

Germany

94.90

-1,246

37310

MCCAP Holding GmbH

Vienna

Austria

100.00

35,617

-15,7766

MCCI Asia Pte. Ltd.

Singapore

Singapore

100.00

2,508

303

MDH Secundus GmbH & Co. KG

Düsseldorf

Germany

100.00

78,379

8,02910

Meister feines Fleisch - feine Wurst GmbH

Gäufelden

Germany

100.00

2,698

01, 10

METRO (Changchun) Property Service Co. Ltd.

Changchun

China

100.00

9,387

5517

METRO Advertising GmbH

Düsseldorf

Germany

100.00

105

01, 6

METRO Advertising Spółka z ograniczoną

odpowiedzialnością

Warsaw

Poland

100.00

3,058

39010

METRO Asset Management Services GmbH

Düsseldorf

Germany

100.00

90,333

01, 10

METRO Białystok sp. z o.o.

Warsaw

Poland

100.00

11

010

METRO Bielsko-Biała sp. z o.o.

Warsaw

Poland

100.00

4,569

-157

METRO Bydgoszcz sp. z o.o.

Warsaw

Poland

100.00

5,886

-377

METRO Campus Services GmbH

Düsseldorf

Germany

100.00

5,197

01, 10

METRO Cash & Carry Bulgaria EOOD

Sofia

Bulgaria

100.00

47,528

9,1817

METRO Cash & Carry Central Asia Holding GmbH

Vienna

Austria

100.00

389

-476

METRO Cash & Carry d.o.o.

Belgrade

Serbia

100.00

35,387

06

METRO Cash & Carry d.o.o.

Zagreb

Croatia

100.00

-18,519

-5,83710

Metro Cash & Carry Danmark ApS

Glostrup

Denmark

100.00

21,221

6210

Metro Cash & Carry France et Cie

Monaco

Monaco

100.00

390

-9510

Metro Cash & Carry Grundstücksverwaltungsgesellschaft mbH

Düsseldorf

Germany

100.00

25

01, 10

METRO Cash & Carry Import Limited Liability Company

Noginsk

Russia

100.00

113

2377

METRO Cash & Carry India Private Limited

Bangalore

India

100.00

73,821

26,9098

METRO Cash & Carry International GmbH

Düsseldorf

Germany

100.00

4,335,330

01, 10

METRO Cash & Carry International Holding B. V.

Amsterdam

Netherlands

100.00

2,851,380

254,1686

METRO Cash & Carry International Holding GmbH

Vienna

Austria

100.00

187,804

19,7096

METRO Cash & Carry Japan KK

Tokyo

Japan

100.00

16,584

-11,03210

METRO Cash & Carry Myanmar Holding GmbH

Vienna

Austria

100.00

1,487

-1236

Metro Cash & Carry Nederland B.V.

Amsterdam

Netherlands

100.00

17,673

-55,5006

METRO Cash & Carry OOO

Moscow

Russia

100.00

826,193

71,0117

METRO Cash & Carry Österreich GmbH

Vösendorf

Austria

73.00

37,176

9,1716

METRO CASH & CARRY ROMANIA SRL

Bucharest

Romania

100.00

209,142

19,0447

METRO Cash & Carry Russia N.V.

Amsterdam

Netherlands

100.00

184,100

-216

METRO Cash & Carry SR s.r.o.

Ivanka pri Dunaji

Slovakia

100.00

23,261

4,12610

METRO Cash & Carry TOO

Almaty

Kazakhstan

100.00

-36,318

-10,67410

METRO Cash & Carry Ukraine Ltd.

Kiev

Ukraine

100.00

-163,179

14,5687

Metro Cash & Carry Wines

Hyderabad

India

99.99

-33

-55

METRO Central East Europe GmbH

Vienna

Austria

100.00

75,912

2936

METRO Częstochowa sp. z o.o.

Warsaw

Poland

100.00

11

010

METRO Delivery service NV

Willebroek

Belgium

100.00

358

1536

METRO Deutschland GmbH

Düsseldorf

Germany

100.00

41,998

01, 6

METRO Dienstleistungs-Holding GmbH

Düsseldorf

Germany

100.00

595,173

01, 10

METRO Distributie Nederland B. V.

Amsterdam

Netherlands

100.00

179,710

-45,4036

METRO DOLOMITI S.p.A.

San Donato Milanese

Italy

100.00

10,193

2,0356

METRO Dritte Verwaltungs GmbH

Düsseldorf

Germany

100.00

25

01, 10

METRO Erste Erwerbsgesellschaft mbH

Düsseldorf

Germany

100.00

5,323,763

01, 10

METRO FIM S.p.A.

Cinisello Balsamo

Italy

100.00

76,711

1,7227

Metro Finanzdienstleistungs Pensionen GmbH

Düsseldorf

Germany

100.00

25

01, 10

Metro France Immobiliere S. a. r. l.

Nanterre

France

100.00

117,295

4,33010

METRO France S.A.S.

Nanterre

France

100.00

154,887

77,60910

METRO FSD France S.A.S.

Montauban

France

100.00

157,275

-5387

METRO FSD Holding GmbH

Düsseldorf

Germany

100.00

25

01, 10

METRO Fulfillment GmbH

Düsseldorf

Germany

100.00

25

01, 10

ANNUAL FINANCIAL STATEMENTS OF METRO AG 2018/19

Notes

Affiliated companies

497

Consolidated subsidiaries

Annual profit

Registered

Share

Equity

or loss in

Name

office

Country

in capital in %

in 1,000 euros

1,000 euros

METRO Fünfte Verwaltungs GmbH

Düsseldorf

Germany

100.00

25

01, 10

METRO Gdańsk-Przejazdowo sp. z o.o.

Warsaw

Poland

100.00

5,013

387

METRO Gdynia sp. z o.o.

Warsaw

Poland

100.00

4,736

447

Metro Global Business Services Private Limited

Pune

India

100.00

8,610

1,50510

Metro Grosmarket Bakirköy Alisveris Hizmetleri Ticaret Ltd. Sirketi

Istanbul

Turkey

100.00

47,697

5,6156

METRO Groß-und Lebensmitteleinzelhandel Holding GmbH

Düsseldorf

Germany

100.00

5,148,126

01, 10

METRO Großhandelsgesellschaft mbH

Düsseldorf

Germany

100.00

37,037

01, 6

METRO GROUP Accounting Center GmbH

Wörrstadt

Germany

100.00

25

01, 10

METRO Group Asset Management Ukraine, Limited Liability Company

Kiev

Ukraine

100.00

135

-407

METRO Group Commerce (Shanghai) Co., Ltd.

Shanghai

China

100.00

-115

-927

METRO GROUP COMMERCE LIMITED

Hong Kong

China

100.00

-5,198

-6027

METRO Group Properties SR s.r.o.

Ivanka pri Dunaji

Slovakia

100.00

53,504

2,31810

METRO Group Retail Real Estate Romania S.R.L.

Voluntari

Romania

100.00

1,000

-1,4777

METRO Group Wholesale Real Estate Bulgaria EOOD

Sofia

Bulgaria

100.00

5

07

Metro Holding France S. A.

Vitry-sur-Seine

France

100.00

305,944

75,13610

METRO Hospitality Digital Holding GmbH

Düsseldorf

Germany

100.00

306

01, 10

METRO Innovations Holding GmbH

Düsseldorf

Germany

100.00

25

01, 10

METRO Insurance Broker GmbH

Düsseldorf

Germany

100.00

140

01, 10

METRO International AG

Baar

Switzerland

100.00

33,148

11,11610

Metro International Beteiligungs GmbH

Düsseldorf

Germany

100.00

10,000

01, 10

METRO INTERNATIONAL SUPPLY GmbH

Düsseldorf

Germany

100.00

1,000

01, 10

METRO Italia Cash and Carry S. p. A.

SanDonatoMilanese

Italy

100.00

29,404

12,6536

METRO Jinjiang Cash & Carry Co., Ltd.

Shanghai

China

90.00

135,632

48,0487

METRO Kalisz sp. z o.o.

Warsaw

Poland

100.00

3,781

437

METRO Kereskedelmi Kft.

Budaörs

Hungary

100.00

283,216

2,9466

METRO Kielce sp. z o.o

Warsaw

Poland

100.00

11

010

METRO Kobierzyce sp. z o.o.

Warsaw

Poland

100.00

11

010

METRO Koszalin sp. z o.o.

Warsaw

Poland

100.00

3,675

507

METRO Kraków Jasnogórska sp. z o.o.

Warsaw

Poland

100.00

11

010

METRO Kraków Zakopiańska sp. z o.o.

Warsaw

Poland

100.00

6,005

407

METRO Leasing GmbH

Düsseldorf

Germany

100.00

1,527

01, 10

METRO Leasing Objekt Schwerin GmbH

Düsseldorf

Germany

100.00

25

01, 10

METRO Legnica sp. z o.o.

Warsaw

Poland

100.00

424

-37

METRO Łódź sp. z o.o.

Warsaw

Poland

100.00

4,335

347

METRO LOGISTICS Germany GmbH

Düsseldorf

Germany

100.00

1,675

01, 10

METRO Logistics Polska sp. z o.o.

Warsaw

Poland

100.00

456

186

METRO Logistics Polska spółka z ograniczoną

odpowiedzialnością i Spółka spółka komandytowa

Warsaw

Poland

99.83

7,084

4,7476

METRO Lublin sp. z o.o.

Warsaw

Poland

100.00

11

010

METRO Management EOOD

Sofia

Bulgaria

100.00

18

-17

METRO Markets GmbH

Düsseldorf

Germany

100.00

25

01, 10

METRO North Warehouse Management (Chongqing) Co. Ltd.

Chongqing

China

100.00

13,270

8477

METRO Olsztyn sp. z o.o.

Warsaw

Poland

100.00

4,378

327

METRO Opole Sp. z o.o.

Warsaw

Poland

100.00

4,716

497

METRO Pakistan (Pvt.) Limited

Lahore

Pakistan

100.00

-15,571

-3,82410

METRO Payment Services GmbH

Düsseldorf

Germany

100.00

500

01, 10

METRO Poznań II sp. z o.o.

Warsaw

Poland

100.00

492

-37

METRO Poznań sp. z o.o.

Warsaw

Poland

100.00

5,431

477

Metro Properties B.V.

Amsterdam

Netherlands

100.00

235,094

10,1716

METRO Properties CR s.r.o.

Prague

Czech Republic

100.00

38,087

3,65810

METRO Properties Enterprise Management

Consulting (Shanghai) Co., Ltd.

Shanghai

China

100.00

555

57

METRO PROPERTIES France SAS

Nanterre

France

100.00

97

-186

Metro Properties Gayrimenkul Yatirim A.Ş.

Istanbul

Turkey

100.00

181,212

109,0706

METRO PROPERTIES GmbH & Co. KG

Düsseldorf

Germany

92.90

154,976

67,63310

METRO PROPERTIES Holding GmbH

Düsseldorf

Germany

100.00

394,025

01, 10

METRO PROPERTIES Management GmbH

Düsseldorf

Germany

66.67

52

410

METRO Properties Real Estate Management

Spółka z ograniczoną odpowiedzialnością

Warsaw

Poland

100.00

5,869

1,6016

METRO PROPERTIES Sp. z o.o.

Warsaw

Poland

100.00

2,422

5,8676

Metro Property Management (Changsha) Co., Ltd.

Changsha

China

100.00

8,040

5667

METRO Property Management (Changshu) Co. Ltd.

Changshu

China

100.00

8,034

3097

Metro Property Management (Changzhou) Co. Ltd.

Changzhou

China

100.00

7,307

4537

Metro Property Management (Cixi) Co., Limited

Cixi

China

100.00

6,743

2737

Metro Property Management (Dongguan) Co. Ltd.

Dongguan

China

100.00

6,933

8907

Metro Property Management (Hangzhou) Company Limited

Hangzhou

China

100.00

8,977

3537

ANNUAL FINANCIAL STATEMENTS OF METRO AG 2018/19

46

Notes

Affiliated companies

50

Consolidated subsidiaries

Annual profit

Registered

Share

Equity

or loss in

Name

office

Country

in capital in %

in 1,000 euros

1,000 euros

METRO Property Management (Harbin) Co. Ltd.

Harbin

China

100.00

7,492

7677

METRO Property Management (Huai'an) Co., Ltd.

Huai'an

China

100.00

7,021

2477

Metro Property Management (Jiangyin) Company Limited

Jiangyin

China

100.00

5,654

2697

Metro Property Management (Jiaxing) Co. Ltd.

Jiaxing

China

100.00

5,804

3017

Metro Property Management (Kunshan) Co. Ltd.

Suzhou

China

100.00

8,557

3587

METRO Property Management (Nanchang Qingshanhu) Co. Ltd.

Nanchang

China

100.00

6,461

6567

Metro Property Management (Nantong) Co. Ltd.

Nantong

China

100.00

6,517

7147

Metro Property Management (Qingdao) Company Limited

Qingdao

China

100.00

9,303

4007

METRO Property Management (Shenyang) Co. Ltd.

Shenyang

China

100.00

10,120

8907

METRO Property Management (Shenzhen) Co. Ltd.

Shenzhen

China

100.00

7,877

4447

Metro Property Management (Suzhou) Co., Ltd.

Suzhou

China

100.00

5,856

3757

METRO Property Management (Tianjin Hongqiao) Co., Ltd.

Tianjin

China

100.00

6,455

4997

METRO Property Management (Weifang) Co. Ltd.

Weifang

China

100.00

5,889

2117

METRO Property Management (Wuhu) Co. Ltd.

Wuhu

China

100.00

6,238

3307

METRO Property Management (Xi'an) Co., Ltd.

Xi'an

China

100.00

6,668

8267

METRO Property Management (Xiamen) Co., Ltd.

Xiamen

China

100.00

12,037

1,2447

METRO Property Management (Xiangyang) Co. Ltd.

Xiangyang

China

100.00

7,338

3337

METRO Property Management (Zhangjiagang) Co. Ltd.

Zhangjiagang

China

100.00

8,977

3537

Metro Property Management (Zhengzhou) Co., Ltd.

Zhengzhou

China

100.00

5,869

4057

METRO Property Management (Zhongshan) Co. Limited

Zhongshan

China

100.00

7,924

3897

METRO Property Management Wuxi Co. Ltd.

Wuxi

China

100.00

8,704

4927

METRO Re AG

Düsseldorf

Germany

100.00

22,314

01, 10

METRO Real Estate Ltd.

Zagreb

Croatia

100.00

79,702

3,61610

METRO Retail Real Estate GmbH

Düsseldorf

Germany

100.00

100

01, 10

METRO Rybnik sp. z o.o.

Warsaw

Poland

100.00

4,481

477

METRO Rzeszów sp. z o.o.

Warsaw

Poland

100.00

5,000

377

METRO Rzgów sp. z o.o.

Warsaw

Poland

100.00

2,417

-127

Metro SB-Großmärkte GmbH & Co. Kommanditgesellschaft

Esslingen amNeckar

Germany

100.00

322

26

Metro SB-Großmärkte GmbH & Co. Kommanditgesellschaft

Linden

Germany

100.00

348

-2,2916

METRO Sechste Verwaltungs GmbH

Düsseldorf

Germany

100.00

3

01, 10

METRO Services PL spółka z ograniczoną odpowiedzialnością

Szczecin

Poland

100.00

1,307

24710

METRO Siebte Gesellschaft für Vermögensverwaltung mbH

Düsseldorf

Germany

100.00

89

010

METRO Siebte Verwaltungs GmbH

Düsseldorf

Germany

100.00

25

01, 10

METRO Sosnowiec sp. z o.o.

Warsaw

Poland

100.00

5,985

637

METRO Sourcing (Shanghai) Co., Ltd.

Shanghai

China

100.00

1,143

927

METRO Sourcing International Limited

Hong Kong

China

100.00

14,391

-21,52810

METRO South East Asia Holding GmbH

Vienna

Austria

100.00

709

-786

Metro Systems Romania S.R.L.

Bucharest

Romania

100.00

10,417

1,8637

METRO Systems Ukraine LLC

Kiev

Ukraine

100.00

99

-47

METRO Szczecin sp. z o.o.

Warsaw

Poland

100.00

11

010

METRO Toruń sp. z o.o.

Warsaw

Poland

100.00

4,160

487

METRO Travel Services GmbH

Düsseldorf

Germany

100.00

49

01, 6

METRO Vierte Verwaltungs GmbH

Düsseldorf

Germany

100.00

25

01, 10

METRO Warehouse Management (Chongqing) Co. Ltd.

Chongqing

China

100.00

7,424

4327

Metro Warehouse Management (Hangzhou) Co. Ltd.

Hangzhou

China

100.00

7,961

7557

METRO Warehouse Management (Suzhou) Co. Ltd.

Suzhou

China

100.00

10,960

4517

Metro Warehouse Management (Taizhou) Co. Ltd

Taizhou

China

100.00

9,891

3877

Metro Warehouse Management (Wuhan) Co. Ltd.

Wuhan

China

100.00

11,711

4,7417

Metro Warehouse Management (Yantai) Co., Limited

Yantai

China

100.00

3,754

1677

METRO Warehouse Management (Zibo) Co., Ltd.

Zibo

China

100.00

5,498

2317

Metro Warehouse Noginsk Limited Liability Company

Noginsk

Russia

100.00

18,965

2,3287

METRO Warszawa Jerozolimskie sp. z o.o.

Warsaw

Poland

100.00

11

010

METRO Warszawa Kolumbijska sp. z o.o.

Warsaw

Poland

100.00

11

010

METRO Wholesale & Food Services

Vermögensverwaltung GmbH & Co. KG

Düsseldorf

Germany

100.00

1

-610

METRO Wholesale & Food Services

Vermögensverwaltung Management GmbH

Düsseldorf

Germany

100.00

36

410

Metro Wholesale Myanmar Ltd.

Yangon

Myanmar

85.00

-8,219

-10,99810

METRO Wholesale Real Estate GmbH

Düsseldorf

Germany

100.00

100

01, 10

METRO Zabki sp. z o.o.

Warsaw

Poland

100.00

11

010

METRO Zabrze sp. z o.o.

Warsaw

Poland

100.00

4,675

517

METRO Zielona Góra sp. z o.o.

Warsaw

Poland

100.00

3,831

447

METRO-nom GmbH

Düsseldorf

Germany

100.00

72,116

01, 10

MGB METRO Group Buying RUS OOO

Moscow

Russia

100.00

62

117

MGC METRO Group Clearing GmbH

Düsseldorf

Germany

100.00

25

01, 10

MGE Warenhandelsgesellschaft mbH

Düsseldorf

Germany

100.00

386

01, 10

ANNUAL FINANCIAL STATEMENTS OF METRO AG 2018/19

Notes

Affiliated companies

4751

Consolidated subsidiaries

Annual profit

Registered

Share

Equity

or loss in

Name

office

Country

in capital in %

in 1,000 euros

1,000 euros

MGL METRO Group Logistics Bulgaria LTD

Sofia

Bulgaria

100.00

6

07

MGL METRO Group Logistics GmbH

Düsseldorf

Germany

100.00

235

01, 10

MGL METRO Group Logistics Limited Liability Company

Noginsk

Russia

100.00

6,114

6727

MGL METRO GROUP LOGISTICS UKRAINE LLC

Kiev

Ukraine

100.00

8

07

MGL METRO Group Logistics Warehousing Beteiligungs GmbH

Düsseldorf

Germany

100.00

78

010

MIP METRO Group Intellectual Property GmbH & Co. KG

Düsseldorf

Germany

100.00

28

-110

MIP METRO Group Intellectual Property Management GmbH

Düsseldorf

Germany

100.00

80

010

MIP METRO Holding Management GmbH

Düsseldorf

Germany

100.00

26

110

MP Gayrimenkul Yönetim Hizmetleri Anonim Şirketi

Istanbul

Turkey

100.00

1,046

2797

MTE Grundstücksverwaltung GmbH & Co. Objekt Duisburg oHG

Düsseldorf

Germany

100.00

0

-6710

Multi-Center Warenvertriebs GmbH

Düsseldorf

Germany

100.00

6,111

01, 6

My Mart (China) Trading Co., Ltd.

Guangzhou

China

100.00

-479

-597

My Mart (Shanghai) Trading Co. Ltd.

Shanghai

China

100.00

-409

-397

N & NF Trading GmbH

Düsseldorf

Germany

100.00

30

-110

NIGRA Verwaltung GmbH & Co. Objekt Detmold KG

Düsseldorf

Germany

100.00

0

4010

NIGRA Verwaltung GmbH & Co. Objekt Eschweiler KG

Düsseldorf

Germany

100.00

0

-2710

NIGRA Verwaltung GmbH & Co. Objekt Germersheim KG

Düsseldorf

Germany

100.00

0

-2010

NIGRA Verwaltung GmbH & Co. Objekt Langendreer KG

Düsseldorf

Germany

100.00

0

-3310

NIGRA Verwaltung GmbH & Co. Objekt Moers KG

Düsseldorf

Germany

100.00

1,371

48510

NIGRA Verwaltung GmbH & Co. Objekt Neunkirchen KG

Düsseldorf

Germany

100.00

0

-1,49510

NIGRA Verwaltung GmbH & Co. Objekt Rendsburg KG

Düsseldorf

Germany

100.00

0

-3110

NordRhein Trading GmbH

Düsseldorf

Germany

100.00

127

01, 10

Petit RUNGIS express GmbH

Meckenheim

Germany

100.00

-318

01, 10

PIL Grundstücksverwaltung GmbH

Düsseldorf

Germany

100.00

26

01, 10

Pro à Pro Distribution Export SAS

Montauban

France

100.00

28,126

1,1117

Pro à Pro Distribution Nord SAS

Châlette -sur- Loing

France

100.00

36,239

4,4277

Pro à Pro Distribution Sud SAS

Montauban

France

100.00

29,432

1,5027

PT Classic Fine Foods Indonesia

North Jakarta

Indonesia

100.00

-1,311

-4577

Qingdao Metro Warehouse Management Co. Ltd.

Qingdao

China

100.00

6,892

5907

real Digital Agency GmbH

Düsseldorf

Germany

100.00

25

01, 10

real Digital Fulfillment CZ s.r.o.

Mariánské Lázně

Czech Republic

100.00

8

010

Real Estate Management Misr Limited Liability Company

Cairo

Egypt

100.00

-53

-252

real GmbH

Düsseldorf

Germany

100.00

255,231

01, 10

real,- Digital Fulfillment GmbH

Düsseldorf

Germany

100.00

281

01, 10

real,- Digital Services GmbH

Düsseldorf

Germany

100.00

121

01, 10

real,- Handels GmbH

Düsseldorf

Germany

100.00

23

01, 10

real,- Holding GmbH

Düsseldorf

Germany

100.00

646,835

01, 10

real,- SB-Warenhaus GmbH

Düsseldorf

Germany

100.00

85,026

01, 10

Remo Zaandam B.V.

Zaandam

Netherlands

100.00

17,711

06

Renate Grundstücksverwaltungsgesellschaft mbH

Düsseldorf

Germany

100.00

26

01, 10

Restu s.r.o.

Prague

Czech Republic

100.00

-284

-30210

Retail Property 5 Limited Liability Company

Moscow

Russia

100.00

-747

3784

Retail Property 6 Limited Liability Company

Moscow

Russia

100.00

2,841

1,0674

R'express Alimentos Unipersonal LDA

Lisbon

Portugal

100.00

-152

710

ROSARIA Grundstücks-Vermietungsgesellschaft mbH & Co.

Objekt Gerlingen KG

Düsseldorf

Germany

94.00

-269

484

Rotterdam Trading Office B.V.

Amsterdam

Netherlands

100.00

2,780

6646

RUDU Verwaltungsgesellschaft mbH

Düsseldorf

Germany

100.00

465

01, 10

RUNGIS express GmbH

Meckenheim

Germany

100.00

2,322

01, 10

RUNGIS express SPAIN SL

Palma de Mallorca

Spain

100.00

-256

-8810

RUNGIS express Suisse Holding AG

Courgevaux

Switzerland

100.00

3,179

-1310

RUTIL Verwaltung GmbH & Co. SB-Warenhaus Bielefeld KG

Düsseldorf

Germany

100.00

2,454

78410

Schaper Beteiligungsverwaltung GmbH

Düsseldorf

Germany

100.00

25

010

Schaper Grundbesitz-Verwaltungsgesellschaft mbH

Düsseldorf

Germany

100.00

1,243

01, 10

Sentinel GCC Holdings Limited

Tortola

British Virgin Islands

100.00

193

07

Servicios de Distribución a Horeca Organizada, S.L.

Madrid

Spain

100.00

-50

-5210

Sezam XVI Fundusz Inwestycyjny Zamknięty Aktywów

Niepublicznych

Warsaw

Poland

100.00

34,670

28,5547

Shanghai Xinqing Property Management Co., Ltd.

Shanghai

China

90.00

67,970

3017

Shenzhen Hemaijia Trading Co. Ltd.

Shenzhen

China

100,00

-15

-27

SIL Verwaltung GmbH & Co. Objekt Haidach KG

Düsseldorf

Germany

100,00

-233

-14410

Sinco Großhandelsgesellschaft m. b. H.

Vösendorf

Austria

73,00

20.834

9.5376

Sodeger SAS

Château-Gontier

France

100,00

2.504

-47

Star Farm (Shanghai) Agriculture Information

Consulting Company Limited

Shanghai

China

100,00

421

5057

Star Farm Pakistan Pvt. Ltd.

Lahore

Pakistan

100,00

-301

-16910

ANNUAL FINANCIAL STATEMENTS OF METRO AG 2018/19

46

Notes

Affiliated companies

52

Consolidated subsidiaries

Annual profit

Registered

Share

Equity

or loss in

Name

office

Country

in capital in %

in 1,000 euros

1,000 euros

STW Grundstücksverwaltung GmbH

Düsseldorf

Germany

100,00

117

4510

TIMUG GmbH & Co. Objekt Homburg KG

Düsseldorf

Germany

94,00

-4.196

-4.20610

TIMUG Verwaltung GmbH

Düsseldorf

Germany

100,00

30

410

Transpro France SARL

Montauban

France

100,00

1.538

-807

Transpro SAS

La Possession

France

100,00

3.078

5357

VALENCIA TRADING OFFICE, S.L.

Madrid

Spain

100,00

2.692

52410

Weinkellerei Thomas Rath GmbH

Düsseldorf

Germany

100,00

26

01, 10

Western United Finance Company Limited

London

United Kingdom

100,00

320

57

Wholesale Real Estate Belgium N.V.

Wommelgem

Belgium

100,00

97.155

8.4616

Wholesale Real Estate Poland Sp. z o.o.

Warsaw

Poland

100,00

124

-3110

Wirichs Immobilien GmbH

Düsseldorf

Germany

100.00

26

01, 10

Wolfgang Wirichs GmbH

Düsseldorf

Germany

100.00

5,113

01, 10

WRE Real Estate Limited Liability Partnership

Almaty

Kazakhstan

100.00

-39,322

-3,6297

Xi'an METRO Commercial and Trading Company Limited

Xi'an

China

100.00

13,847

1,4597

Xinyan Property Management (Shanghai) Co., Ltd.

Shanghai

China

90.00

97,218

-307

ZARUS Verwaltung GmbH & Co. Objekt Mutterstadt KG

Düsseldorf

Germany

100.00

0

-7610

ZARUS Verwaltung GmbH & Co. Objekte Niedersachsen KG

Düsseldorf

Germany

100.00

0

-3,45510

Investments (at least 20% share ownership)

CABI-SFPK JV

Lahore

Pakistan

48.00

190

-2410

Diehl & Brüser Handelskonzepte GmbH

Düsseldorf

Germany

100.00

-3,298

-2964

European EPC Competence Center GmbH

Cologne

Germany

30.00

689

947

Fachmarktzentrum Essen GmbH & Co. KG

Pullach im Isartal

Germany

94.00

-1,316

-4477

Gourmet F&B Korea Ltd.

Seoul

South Korea

28.00

10,588

1,9767

Habib METRO Pakistan (Pvt) Ltd

Karachi

Pakistan

40.00

52,187

5,7309

Helm Wohnpark Lahnblick GmbH

Aßlar

Germany

25.00

23

07

Le Grand-

Horizon International Services Sàrl

Saconnex

Switzerland

25.00

1,106

010

Iniziative Methab s.r.l.

Bolzano

Italy

50.00

2,490

1,8257

Intercompra LDA

Lisbon

Portugal

50.00

5

07

International Marketplace Network B.V.

Amsterdam

Netherlands

25.00

400

010

Mayfair GP S.à r.l.

Luxembourg

Luxembourg

40.00

20

17

Mayfair Holding Company S.C.S.

Luxembourg

Luxembourg

39.99

183,998

7,7517

MEC METRO-ECE Centermanagement GmbH & Co. KG

Düsseldorf

Germany

50.00

685

1,7247

MEC METRO-ECE Centermanagement Verwaltungs GmbH

Düsseldorf

Germany

50.00

27

27

Metro plus Grundstücks-Vermietungsgesellschaft mbH

Düsseldorf

Germany

20.00

51

47

METSPA Beszerzési és Kereskedelmi Kft.

Budaörs

Hungary

33.33

10

07

METSPA d.o.o. za trgovinu

Zagreb

Croatia

50.00

12

97

OPCI FRENCH WHOLESALE STORES - FWS

Paris

France

25.00

183,744

16,1677

Peter Glinicke Grundstücks-GmbH & Co. KG

Pullach im Isartal

Germany

50.00

-5,021

3,3687

real,- Digital Payment & Technology Services GmbH

Düsseldorf

Germany

100.00

4,763

01, 10

Investments (5% to under 20% share ownership)

BINARY SUBJECT, S.A.

Torres Vedras

Portugal

16.03

9,309

-5,0937

Culinary Agents Inc.

Wilmington

USA

18.33

294

1397

EKS Handelsgesellschaft mbH

Salzburg

Austria

15.00

65

27

EKS Handelsgesellschaft mbH & Co. KG

Salzburg

Austria

15.00

57,554

57,0187

eVentures Growth, L.P.

Wilmington

USA

5.00

74,974

4,0234

GREEN GRIZZLY GMBH

Berlin

Germany

15.21

279

-5667

Horizon Achats SARL

Paris

France

8.00

1,000

06

Horizon Appels d'Offres SARL

Paris

France

8.00

200

06

Kato Property GmbH

Berlin

Germany

5.10

633

1347

MATSMART IN SCANDINAVIA AB

Stockholm

Sweden

13.98

2,235

-6,2927

MAXXAM B.V.

Ede

Netherlands

16.67

36

04

MAXXAM C.V.

Ede

Netherlands

16.67

420

04

Napier Property GmbH

Berlin

Germany

5.10

1,160

3167

OPCI FRENCH WHOLESALE PROPERTIES - FWP

Paris

France

5.00

193,539

15,7677

orderbird AG

Berlin

Germany

14.18

999

-27,1727

Patagona GmbH

Darmstadt

Germany

16.17

273

-67

Planday A/S

Copenhagen

Denmark

11.74

28,911

-67

Quadrant Property GmbH

Berlin

Germany

5.10

241

527

QUANTIS Grundstücks-Vermietungsgesellschaft mbH & Co.

Objekt Darmstadt KG

Schönefeld

Germany

6.00

-6

357

RTG Retail Trade Group GmbH

Hamburg

Germany

14.29

-473

-9107

Sabra Property GmbH

Berlin

Germany

5.10

678

737

Shore GmbH

Munich

Germany

12.41

6,009

-7,9994

ANNUAL FINANCIAL STATEMENTS OF METRO AG 2018/19

Notes

Affiliated companies

5347

Consolidated subsidiaries

Annual profit

Registered

Share

Equity

or loss in

Name

office

Country

in capital in %

in 1,000 euros

1,000 euros

Tatra Property GmbH

Berlin

Germany

5.10

1,333

3307

Upton Property GmbH

Berlin

Germany

5.10

1,169

3217

Verwaltungsgesellschaft Lebensmittelgesellschaft

"GLAWA" mbH & Co. KG

Hamburg

Germany

18.75

716

2677

Wilcox Property GmbH

Berlin

Germany

5.10

871

1317

Xiali Property GmbH

Berlin

Germany

5.10

360

967

Yoyo Wallet Ltd.

London

United Kingdom

12.44

3,724

4,8467

Zagato Property GmbH

Berlin

Germany

5.10

114

-57

Zender Property GmbH

Berlin

Germany

5.10

1,055

2687

  • Profit and loss transfer agreement
  • Equity and earnings as of 30/9/2015
    3Equity and earnings as of 30/9/2017
    4Equity and earnings as of 31/12/2017
    5Equity and earnings as of 31/3/2018
    6Equity and earnings as of 30/9/2018
    7Equity and earnings as of 31/12/2018
    8Equity and earnings as of 31/3/2019
    9Equity and earnings as of 30/6/2019
    10Equity and earnings as of 30/9/2019

3 December 2019

The Management Board

ANNUAL FINANCIAL STATEMENTS OF METRO AG 2018/19

46

Notes

Affiliated companies

54

RESPONSIBILITY STATEMENT OF THE LEGAL REPRESENTATIVES

To the best of our knowledge, and in accordance with the applicable reporting principles, we hereby certify that the annual financial statements give a true and fair view of the asset, financial and earnings position of the company, and the combined management report includes a fair review of the development and performance of the business and the position of the company, together with a description of the significant opportunities and risks associated with the expected development of the company.

3 December 2019

The Management Board

ANNUAL FINANCIAL STATEMENTS OF METRO AG 2018/19

Independent auditor's report

557

INDEPENDENT AUDITOR'S REPORT

TO METRO AG, DÜSSELDORF

Report on the Audit of the Annual Financial Statements and of the Combined Management Report

Opinions

We have audited the annual financial statements of METRO AG, Düsseldorf, which comprise the balance sheet as at 30 September 2019 and the income statement for the financial year from 1 October 2018 to 30 September 2019, and notes to the financial statements, including the recognition and measurement policies presented therein. In addition, we have audited the combined management report of METRO AG and the Group for the financial year from 1 October 2018 to 30 September 2019. In accordance with the German legal requirements we have not audited the content of the non-financial statement, which is included in the "Combined non-financial statement of METRO AG" section of the combined management report.

In our opinion, on the basis of the knowledge obtained in the audit,

  • the accompanying annual financial statements comply, in all material respects, with the requirements of German commercial law applicable to corporations and give a true and fair view of the assets, liabilities and financial position of the Company as at 30 September 2019, and of its financial performance for the financial year from 1 October 2018 to 30 September 2019, in accordance with German Legally Required Accounting Principles, and
  • the accompanying combined management report as a whole provides an appropriate view of the Company's position. In all material respects, this combined management report is consistent with the annual financial statements, complies with German legal requirements and appropriately presents the opportunities and risks of future development. Our opinion on the combined management report does not cover the content of the non- financial statement mentioned above.

Pursuant to Section 322 (3) sentence 1 HGB [Handelsgesetzbuch: German Commercial Code], we declare that our audit has not led to any reservations relating to the legal compliance of the annual financial statements and of the combined management report.

Basis for the Opinions

We conducted our audit of the annual financial statements and of the combined management report in accordance with Section 317 HGB and EU Audit Regulation No. 537/2014 (referred to subsequently as "EU Audit Regulation") and in compliance with German Generally Accepted Standards for Financial Statement Audits promulgated by the Institut der Wirtschaftsprüfer [Institute of Public Auditors in Germany] (IDW). Our responsibilities under those requirements and principles are further described in the "Auditor's Responsibilities for the Audit of the Annual Financial Statements and of the Combined Management Report" section of our auditor's report. We are independent of the Company in accordance with the requirements of European law and German commercial and professional law, and we have fulfilled our other German professional responsibilities in accordance with these requirements. In addition, in accordance with Article 10 (2) lit. f) of the EU Audit Regulation, we declare that we have not provided non-audit services prohibited under Article 5 (1) of the EU Audit Regulation. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinions on the financial statements and on the combined management report.

Key Audit Matters in the Audit of the Annual Financial Statements

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the annual financial statements for the financial year from 1 October 2018 to 30 September 2019. These matters were addressed in the context of our audit of the annual financial statements as a whole, and in forming our opinion thereon, we do not provide a separate opinion on these matters.

  • Impairment testing of shares in affiliated companies
    Please refer to Note 1 for disclosures on the accounting policies applied. Movements in shares in affiliated companies are presented under Notes 2 and 5. Disclosures on movements in investment income are presented under Note 25.

METRO AG ANNUAL FINANCIAL STATEMENTS 2018/19

58

Independent auditor's report

56

THE FINANCIAL STATEMENT RISK

The annual financial statements of METRO AG as at 30 September 2019 present shares in affiliated companies of EUR 8,964 million (49% of total assets).

In financial year 2018/2019, the investment result totalling EUR 293 million includes impairment losses recognised on shares in affiliated companies in the amount of EUR 484 million.

Shares in affiliated companies are measured at cost or, if they are expected to be permanently impaired, recognised at the lower fair value.

In this case, the lower fair value is determined for operating subsidiaries using the discounted cash flow method based on the multi-year plan prepared by METRO AG.

The calculation of fair value is complex, and the underlying assumptions are sometimes subject to considerable estimation uncertainties and judgements. Along with the capitalisation rate, the most significant assumptions are the planned sustainable revenue targets and net cash flows and the assumed sustainable growth rate. Failure to meet the targets in the detailed planning period generally results in adjustments to the expected future net cash flows and thus to lower fair values.

The shares in (intermediate) holding companies are tested for impairment largely through their operating subsidiaries. If there is the intention to sell, where necessary, lower expected sale proceeds are to be taken into account in the impairment testing.

Impairment testing of the shares in real estate holding companies is largely based on the fair values of the associated real estate companies.

Determining the fair values of the real estate companies demands a range of assumptions that require judgement. As well as the capitalisation rate, the estimated realisable rental income of real estate companies is significant. This income estimate rests largely on the assumed type of use and the location of the property.

There is the risk for the annual financial statements that impairment of shares in affiliated companies existing as at the closing date has not been appropriately recognised.

OUR AUDIT APPROACH

We tested the shares in affiliated companies presented in the annual financial statements of METRO AG for impairment based on selective sampling with a view to risk and size criteria.

For the selective sampling of shares in affiliated companies, we assessed the valuation models utilised as well as the business planning of individual subsidiaries with the involvement of our own valuation experts. We confirmed the suitability of the valuation models by auditing the formal and computational accuracy as well as by considering the principles for performing company valuations pursuant to IDW Standard S1 as well as the IDW's Auditing and Accounting Board Statement on Accounting 10 (IDW RS HFA 10).

For the operating subsidiaries, we assessed the corporate budget figures underlying the valuation for consistency with the multi-year plan prepared by METRO AG. In this regard, we also confirmed the appropriateness of METRO AG's budget process by assessing the approach used to prepare budgets. In addition, we critically analysed previous adherence to the budget on the basis of target/actual deviations prepared by the Company. We also discussed the multi-year plan with those responsible for the budget, paying particular regard to improvements in operating profitability in the detailed planning period. We assessed, on the basis of market data and publicly available information, whether the capitalisation rates used by METRO AG are within a reasonable range, and carefully analysed the assumptions and parameters behind the capitalisation rates, especially the risk- free rate, the respective risk premiums and the company-specific beta factors. Furthermore, we assessed the appropriateness of the long-term growth rates assumed.

As part of the impairment testing of the (intermediate) holding companies intended for sale, we analysed the purchase price offer and determined a potential and probable range of agreement. In the event that this relates to a total purchase price allocated across various companies, we evaluated the systematic and mathematical allocation. In addition, we discussed the selling price expected by METRO AG with the Management Board and the responsible employees in the specialist departments.

For the real estate holding companies, in specified samples determined through consultation with our real estate valuation specialists, we compared the estimated rental income with the stipulations in the rental agreements and market rents. We also assessed the real estate-specific capitalisation rates for appropriateness.

OUR OBSERVATIONS

The valuation models used by METRO AG to determine the fair values are appropriate and in line with the applicable accounting policies. The respective underlying assumptions and parameters are appropriate.

Other Information

Management is responsible for the other information. The other information comprises the non-financial statement.

ANNUAL FINANCIAL STATEMENTS OF METRO AG 2018/19

Independent auditor's report

57

Our opinions on the annual financial statements and on the combined management report do not cover the other information, and consequently we do not express an opinion or any other form of assurance conclusion thereon.

In connection with our audit, our responsibility is to read the other information and, in so doing, to consider whether the other information

  • is materially inconsistent with the annual financial statements, with the combined management report or our knowledge obtained in the audit, or
  • otherwise appears to be materially misstated.

Responsibilities of the Management Board and Supervisory Board for the Annual Financial Statements and the Combined Management Report

The Management Board is responsible for the preparation of annual financial statements that comply, in all material respects, with the requirements of German commercial law applicable to corporations, and that the annual financial statements give a true and fair view of the assets, liabilities, financial position and financial performance of the Company in compliance with German Legally Required Accounting Principles. In addition, the Management Board is responsible for such internal control as they, in accordance with German Legally Required Accounting Principles, have determined necessary to enable the preparation of annual financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the annual financial statements, the Management Board is responsible for assessing the Company's ability to continue as a going concern. They also have the responsibility for disclosing, as applicable, matters related to going concern. In addition, they are responsible for financial reporting based on the going concern basis of accounting, provided no actual or legal circumstances conflict therewith.

Furthermore, the Management Board is responsible for the preparation of a combined management report that as a whole provides an appropriate view of the Company's position and is, in all material respects, consistent with the annual financial statements, complies with German legal requirements, and appropriately presents the opportunities and risks of future development. In addition, the Management Board is responsible for such arrangements and measures (systems) as they have considered necessary to enable the preparation of a combined management report that is in accordance with the applicable German legal requirements, and to be able to provide sufficient appropriate evidence for the assertions in the combined management report.

The Supervisory Board is responsible for overseeing the Company's financial reporting process for the preparation of the annual financial statements and of the combined management report.

Auditor's Responsibilities for the Audit of the Annual Financial Statements and of the Combined Management Report

Our objectives are to obtain reasonable assurance about whether the annual financial statements as a whole

are free from material misstatement, whether due to fraud or error, and whether the combined management report as a whole provides an appropriate view of the Company's position and, in all material respects, is consistent with the annual financial statements and the knowledge obtained in the audit, complies with the German legal requirements and appropriately presents the opportunities and risks of future development, as well as to issue an auditor's report that includes our opinions on the annual financial statements and on the combined management report.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Section 317 HGB and the EU Audit Regulation and in compliance with German Generally Accepted Standards for Financial Statement Audits promulgated by the Institut der Wirtschaftsprüfer (IDW) will always detect a material misstatement. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these annual financial statements and this combined management report.

We exercise professional judgement and maintain professional scepticism throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the annual financial statements and of the combined management report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinions. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls.
  • Obtain an understanding of internal control relevant to the audit of the annual financial statements and of arrangements and measures (systems) relevant to the audit of the combined management report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of these systems.
  • Evaluate the appropriateness of accounting policies used by the Management Board and the reasonableness of estimates made by the Management Board and related disclosures.
  • Conclude on the appropriateness of the Management Board's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions

METRO AG ANNUAL FINANCIAL STATEMENTS 2018/19

58

Independent auditor's report

58

that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in the auditor's report to the related disclosures in the annual financial statements and in the combined management report or, if such disclosures are inadequate, to modify our respective opinions. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to be able to continue as a going concern.

  • Evaluate the overall presentation, structure and content of the annual financial statements, including the disclosures, and whether the annual financial statements present the underlying transactions and events in a manner that the annual financial statements give a true and fair view of the assets, liabilities, financial position and financial performance of the Company in compliance with German Legally Required Accounting Principles.
  • Evaluate the consistency of the combined management report with the annual financial statements, its conformity with [German] law, and the view of the Company's position it provides.
  • Perform audit procedures on the prospective information presented by the Management Board in the combined management report. On the basis of sufficient appropriate audit evidence we evaluate, in particular, the significant assumptions used by the Management Board as a basis for the prospective information, and evaluate the proper derivation of the prospective information from these assumptions. We do not express a separate opinion on the prospective information and on the assumptions used as a basis. There is a substantial unavoidable risk that future events will differ materially from the prospective information.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with the relevant independence requirements, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, the related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the annual financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter.

Further Information pursuant to Article 10 of the EU Audit Regulation

We were elected as auditor at the Annual General Meeting on 15 February 2019 and engaged by the Supervisory Board on the same date. We have been the auditor of METRO AG without interruption since the 2016/2017 financial year.

We declare that the opinions expressed in this auditor's report are consistent with the additional report to the audit committee pursuant to Article 11 of the EU Audit Regulation (long-form audit report).

German Public Auditor Responsible for the Engagement

The German Public Auditor responsible for the engagement is Dr Thorsten Hain.

Düsseldorf, 3 December 2019

KPMG AG

Wirtschaftsprüfungsgesellschaft

[Original German version signed by:]

Dr. Hain

Klaaßen

Wirtschaftsprüfer

Wirtschaftsprüfer

[German Public Auditor]

[German Public Auditor]

ANNUAL FINANCIAL STATEMENTS OF METRO AG 2018/19

59

INFORMATION FINANCIAL CALENDAR 2019/20

Publisher

METRO AG

Metro-Straße 1

40235 Düsseldorf, Germany

PO Box 230361

40089 Düsseldorf, Germany

METRO on the internet

www.metroag.de

Investor Relations

T +49 211 6886-1280

  1. +49 2116886-73-3759 investorrelations@metro.de

Corporate Communications

T +49 211 6886-4252

F +49 211 6886-2001 presse@metro.de

Project lead, concept and editorial Katharina Meisel

Project management Carola Klose

Annette von Leoprechting Kim Franziska Lübke Katrin Mingels

Graphic design Strichpunkt GmbH, Stuttgart/Berlin, Germany

Editorial support Ketchum Pleon GmbH, Düsseldorf, Germany

Printing

S+G Druck GmbH & Co. KG

Hohensteiner Straße 27

96482 Ahorn / OT

Triebsdorf

Certifications

This report is printed on FSC®-certified paper. By buying FSC® products, we promote responsible forestry that is monitored according to stringent social, ecological and economic criteria of the Forest Stewardship Council®. This publication uses Maxioset, that bears the EU Ecolabel.

Disclaimer

These annual financial statements contain forward-looking statements that are based on certain assumptions and expectations at the time of its publication. These statements are therefore subject to risks and uncertainties, which means that actual results may dier substantially from the future-oriented statements made here. Many of these risks and uncertainties relate to factors that are beyond METRO's ability to control or estimate precisely. This includes future market conditions and economic developments, the behaviour of other market participants, the achievement

of expected synergy eects as well as legal and political decisions. METRO does not undertake any obligation to publicly correct or update these forward-looking statements to reflect events or circumstances that have occurred after the publication date of this material. The trade names and trademarks used in the annual financial statements, which may be protected by third parties, are subject without restriction to the regulations associated with the applicable trademark laws and ownership rights of their respective registered owners. The copyright for any published objects created by METRO AG remains the property of METRO AG. Any duplication or use of such graphics, video sequences and texts in other electronic or printed publications is prohibited without the explicit permission of METRO AG.

15/1/2020

Trading statement Christmas quarter 2019

13/2/2020

Quarterly Statement

Q1 2019/20

14/2/2020

Annual General Meeting 2020

7/5/2020

Half-year financial report H1/Q2 2019/20

7/8/2020

Quarterly Statement 9M/Q3 2019/20

Published on 11 December 2019

You can also fi nd the Annual Financial Statements of METRO AG 2018/19 and the Annual Report 2018/19 online at

WWW.METROAG.DE/ANNUAL-REPORT-2018-19/DOWNLOAD

Disclaimer

Metro AG published this content on 11 December 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 December 2019 21:15:10 UTC

share with twitter share with LinkedIn share with facebook
share via e-mail
0
Latest news on METRO AG
01/15METRO : Trading Statement Christmas Quarter 2019
PU
01/15METRO : like-for-like sales grow 1.0% in Q1 2019/20
PU
01/13METRO AG : Release according to Article 40, Section 1 of the WpHG [the German Se..
EQ
01/07METRO AG : Release according to Article 40, Section 1 of the WpHG [the German Se..
EQ
2019WHOLESALE 360 : METRO expands its core business and taps into new sales potentia..
PU
2019METRO : Analyst/Investor - Financial Year 2018/19 Results Presentation
PU
2019METRO : Report of the Supervisory Board 2018/19
PU
2019METRO : Annual Financial Statements of METRO AG 2018/19
PU
2019METRO : Corporate Responsibility Report 2018/19
PU
2019METRO : expects 1.5 billion euros from China stake, hypermarket sale
RE
More news
Financials (EUR)
Sales 2020 27 663 M
EBIT 2020 466 M
Net income 2020 197 M
Debt 2020 1 665 M
Yield 2020 4,78%
P/E ratio 2020 24,0x
P/E ratio 2021 14,1x
EV / Sales2020 0,23x
EV / Sales2021 0,22x
Capitalization 4 791 M
Chart METRO AG
Duration : Period :
Metro AG Technical Analysis Chart | MarketScreener
Full-screen chart
Technical analysis trends METRO AG
Short TermMid-TermLong Term
TrendsBearishBearishBearish
Income Statement Evolution
Consensus
Sell
Buy
Mean consensus HOLD
Number of Analysts 15
Average target price 13,86  €
Last Close Price 13,20  €
Spread / Highest target 36,4%
Spread / Average Target 5,02%
Spread / Lowest Target -29,5%
EPS Revisions
Managers
NameTitle
Olaf G. Koch Chairman-Management Board & CEO
Juergen B. Steinemann Chairman-Supervisory Board
Philippe Palazzi Chief Operating Officer
Christian Baier Chief Financial Officer
Florian Funck Member-Supervisory Board
Sector and Competitors
1st jan.Capitalization (M$)
METRO AG-8.05%5 314
SYSCO CORPORATION-3.18%42 043
WOOLWORTHS GROUP LIMITED6.97%33 451
TESCO PLC-2.59%31 167
AHOLD DELHAIZE N.V.1.21%26 745
KROGER-3.14%23 089