Metro : Code of Procedure of the Management Board of METRO AG

C O D E O F P R O C E D U R E

of the

MANAGEMENT BOARD

of

M E T R O A G

(entered into the trade register of the Local Court of Duesseldorf

with the trade register number HRB 79055)

(effective as of 1 January 2022)

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With the approval of the Supervisory Board the Management Board gives itself the following code of procedure.

1. • 1
     General Provisions
2. The Board of Management manages the businesses of the Company as the con- trolling company of the companies dependent on it pursuant to § 17 AktG (togeth- er called "Group") in accordance with the legal provisions, the articles of associa- tion and the present Code of Procedure cooperating with the Supervisory Board of the Company trustfully and openly for the benefit of the Company.
3. The Management Board and the Supervisory Board of the Company act in compli- ance with the currently valid recommendations of the German Corporate Govern- ance Code and deviate from the recommendations of the Code only in justified ex- ceptional cases. If the Management Board or the Supervisory Board intends to de- viate from any one of the recommendations the boards will mutually advise each other of the planned procedure.
4. • 2

Joint and Several Business Management

1. The members of the Management Board jointly bear responsibility for the entire business management. They cooperate in a collegiate spirit and continuously keep one another informed about important measures and processes in their respective fields of responsibility. In the event of serious concerns about a matter in another business unit every member is obliged to bring about a resolution in the Manage- ment Board if these concerns cannot be resolved by way of an open discussion with the Management Board member in question.
2. Notwithstanding this joint responsibility the individual member of the Management Board will lead the business unit or units assigned to him/her in the schedule of responsibilities attached to these rules of procedure under his/her own responsibil- ity within the framework of the present rules of procedure as well as the relevant resolutions passed by the Management Board.
3. If measures or transactions by one business unit at the same time affect one or more other business units the member of the Management Board in charge shall first coordinate actions with the members of the Management Board whose busi- ness units are affected. If no agreement can be reached each of the board mem- bers affected can bring about a resolution by the Management Board to implement the measures or transactions.
4. Measures and transactions of the type described in § 3 or in this § 2 Section 3 can be implemented by the board member without prior consent of the Management Board or without prior coordination with the other members of the Management Board if this serves to avoid a direct and immediate threat of disadvantages to the Company or the Group. However, in such a case the member of the Management Board in question has to try and coordinate his actions with the Chairman of the Management Board. The other members of the Management Board subsequently have to be informed about the process without undue delay.

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§ 3

Decisions by the Management Board

1. The Management Board shall decide
2. 1. in all matters in which the legal provisions, the articles of association or the present Code of Procedure insist on a resolution being passed by the entire Management Board;
   2. on all matters that a member of the Management Board submits to the Management Board for resolution;
   3. on fundamental issues of organization, of business policy as well as of in- vestment and financial planning for the Company and the Group;
   4. on the assumption of guarantees, warranties and similar liabilities if this assumption is made for the benefit of a third party outside the Group;
   5. on appointments to the boards of the respective management companies of sales divisions and cross sectional service companies
   6. on the nomination of 'Generalbevollmächtigte' (chief representatives) and 'Prokuristen' (authorized officers) of the Company;
   7. on internal guidelines;
   8. on instructions to the boards of Group companies;
   9. on all matters that are not allocated to a single member of the Manage- ment Board by the schedule of responsibilities;
   10. on all other measures and businesses that are of great or fundamental im- portance to the Company or the Group or involve a considerable risk.
3. Over and above this the Management Board is entitled to designate legal transac- tions and measures that also require the relevant decision to be passed by the Management Board.

§ 4

Chairman of the Management Board

1. The Management Board has a chairman.
2. The Chairman of the Management Board is charged with coordinating all the busi- ness units represented on the board. Within the framework of this task of coordi- nation he accompanies the work of the other members of the Management Board. He has to work towards making sure that the management of all the business units is uniformly aligned towards the targets determined by the resolutions of the Management Board. At any time the Chairman is entitled to demand from the oth- er members of the Management Board the submission of information and reports about individual matters in their business units to himself and/or the Management Board and to determine that he is given advance information about types of busi- nesses initiated by him.
3. The Chairman of the Management Board represents the Group, the Company and the Management Board vis-à-vis the shareholders and externally, especially vis-à- vis analysts, further capital market participants, the media, public authorities, pro-

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fessional associations and business organizations. He can delegate certain types of tasks or individual tasks to members of the Management Board.

1. The Chairman of the Management Board is charged to coordinate the contacts with the Supervisory Board and its members and is the point of contact of the Chairman of the Supervisory Board.
2. If the Chairman of the Management Board is prevented and if the Supervisory Board has appointed a Vice Chairman then that Vice Chairman shall perform all the rights and duties resulting from this Code of Procedure to the extent that this Code of Procedure does not stipulate anything different. Otherwise the longest serving member of the Management Board shall stand in for the Chairman.

§ 5

Meetings and Resolutions

1. As a rule the Management Board passes its resolutions in meetings that take place at least twice a month and are convened by the Chairman of the Management Board. This convening of a meeting does not require any particular form. Every member can demand that a meeting be convened by communicating the topic to be discussed. The meeting must be convened with a deadline of three (3) working days (Monday to Saturday). This deadline begins on the day the meeting is con- vened and ends on the day of the meeting itself. In urgent cases the Chairman of the Management Board can shorten the deadline. Together with the convocation the items of the agenda are to be communicated. The documents for the meeting will be provided as early as possible. The Chairman can also allow members of the Management Board to participate in a meeting and a resolution by way of a tele- phone or video conference.
2. The Chairman of the Management Board chairs the meeting. He determines the sequence in which the items of the agenda are dealt with as well as the type and sequence of the votes to be taken. He can determine that persons who are not members of the Management Board are co-opted to participate in the discussion of certain items. The Chairman can postpone the discussion and voting on individ- ual items of the agenda.
3. The Management Board has a quorum when all members have been invited and more than half of the members are present in the meeting. Members of the Man- agement Board participating via telephone or video conference are deemed as present. Absent members can cast their vote in writing, by phone, by fax, elec- tronically or in some other similar form. The absent members have to be informed without undue delay about the resolutions passed in their absence. Matters from business units represented by absent members should - with the exception of ur- gent cases - only be negotiated and voted upon with the consent of the member concerned.
4. At the behest of the Chairman resolutions can also be passed outside of meetings by way of voting in writing, by phone, by fax, electronically or in some other simi- lar form. Resolutions passed outside of meetings are subject to the same provi- sions as resolutions passed during meetings.
5. On items of the agenda that have not been communicated with the agenda, deci- sions can only be taken effectively in the meeting if none of the members of the Management Board present challenges this procedure. However, the resolution shall only become effective if and when the absent members of the Management Board have also accepted the resolution in the context of the adoption of the minutes of the meeting.

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1. The Management Board decides in the meetings with the simple majority of the votes cast, outside the meetings with the simple majority of its members. If there is a parity of votes the Chairman of the Management Board shall have the casting vote. Sentence 2 does not apply to the vote of the Vice Chairman or the longest serving member of the Management Board in the case of the absence of the Chairman (comp. § 4 sec. 5).
2. Minutes have to be kept of the meetings of the Management Board that need to show the venue and date of the meeting, the participants, the agenda and the wording of the resolutions. A copy of the minutes is made available to each mem- ber of the Management Board. The minutes shall be deemed to be approved if no member of the Management Board challenges the minutes in the meeting follow- ing receipt of the minutes. Resolutions by the Management Board that have been taken outside of a meeting shall be reported in the minutes of the next meeting of the Management Board.

§ 6

Approval of the Supervisory Board

1. In addition to the cases that legally require Supervisory Board approval the Man- agement Board needs the approval of the Supervisory Board for the following measures and transactions:
2. 1. Approval of the medium-term planning (sales, investment, financial and earnings plan) and the annual budget (investment and financial plan);
   2. Investments and divestments with a gross investment or gross divestment volume exceeding EUR 50 million in individual cases; several related indi- vidual investments or divestments are to be treated as a whole;
   3. Acquisition and sale of companies or equity as well as real estate, real es- tate-equivalent rights and real estate companies to the extent that the ob- ject of acquisition or divestment exceeds EUR 50 million in the balance sheet (consolidated financial statement) according to IFRS in individual cases;
   4. Raising of loans and other credits whose maturity is at least five years and whose amount exceeds EUR 500 million in each individual case.;
   5. Annulment, revision or changes to the Code of Procedure of the Manage- ment Board including the schedule of responsibilities for the Management Board;
   6. Businesses or transactions that have been declared as requiring approval by a special decision of the Supervisory Board.
3. The approval according to Section 1 lit. b) through d) is not required for business activities with Group companies.
4. The Management Board also has to obtain the approval of the Supervisory Board if in Group companies it is involved
5. 1. in business activities of the type defined in Section 1 lit. b) through d) ex- cept business activities named in Section 2,

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