Metro : Declaration on Corporate Management - November 2021

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DECLARATION ON CORPORATE MANAGEMENT

The declaration on corporate management pursuant to §§ 289f and 315d of the German Commercial Code (HGB)1 is summarised for METRO AG and the group. The contents are not subject to the statutory audit of the annual and consolidated financial statements by the auditor.

Declaration of conformity pursuant to § 161 of the German Stock Corporation Act (AktG)

During financial year 2020/21, the Management Board and the Supervisory Board of METRO AG discussed the implementation of the recommendations of the German Corporate Governance Code and jointly issued the following declaration pursuant to § 161 of the German Stock Corporation Act (AktG) on 16 September 2021:

'Management Board and Supervisory Board of METRO AG declare that the recommendations of the "Government Commission German Corporate Governance Code", published by the Federal Ministry of Justice and Consumer Protection in the official section of the Federal Gazette in the version of 16 December 2019 since the last declaration of conformity in September 2020 have been complied with, with the exception of the recommendations G.8 and G.10, and to in future comply with the recommendations with the exception of recommendation G.10:

Recommendation G.8

As already explained in the update of the declaration of conformity in May 2021, the Supervisory Board of METRO AG resolved in its meeting on 4 May 2021 to adjust the target settings for the performance-related remuneration component with one-year performance measurement (short-term incentive, "STI") of the members of the Management Board for the financial year 2020/21.

When setting the STI target values for the Management Board in September 2020, the Supervisory Board assumed that there would be up to two months of restrictions on the HoReCa industry in the 4

financial year 2020/21 from regulatory measures to contain the Covid 19 pandemic. However, the actual market environment developed much more negatively. These extraordinary, exogenous deviations from the planning assumptions led to reduced sales and earnings expectations. Against this background, the Supervisory Board considered it appropriate to recalibrate the STI targets in each case to the upper range of the forecast corridors updated on 20 April 2021.

This adjustment deviates from Recommendation G.8 of the German Corporate Governance Code. According to this recommendation, a subsequent change of the target values or the comparison parameters should be excluded.

Recommendation G.10

1	f of the German Commercial Code (HGB) is to be applied for this declaration on corporate management in the version applicable up to and including December

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The remuneration system applicable to the members of the Management Board since 1 October 2020 with the approval of the 2021 Annual General Meeting of METRO AG provides that the long-term variable remuneration component (long-term incentive, "LTI") of the members of the Management Board, which was previously structured as a performance share plan, is structured as a performance cash plan. In order to nevertheless make the long-term variable remuneration predominantly stock-based, the weighting of the LTI component "relative development of stock return" (TSR) was increased to 60% (previously 50%). The Supervisory Board of METRO AG continues to be of the opinion that the structure of the Management Board's remuneration in the currently applicable remuneration system, which also provides for demanding shareholding requirements, is aligned with the company's share price development to an appropriate ex- tent. Therefore, it deviates from recommendation G.10 sentence 1 GCGC, according to which the variable remuneration amounts granted to the members of the Management Board should be invested by them predominantly in company shares or granted accordingly on a share- based basis, taking into consideration the respective tax burden.'

• METRO AG has made this declaration of conformity pursuant to § 161 of the German Stock Corporation Act (AktG) permanently accessible on the website www.metroag.de/en in the section Company - Cor- porate Governance.

Relevant disclosures on corporate management practices

The Management Board and the Supervisory Board of METRO AG are firmly committed to the principles of transparent, responsible and value-based management and supervision.

German Corporate Governance Code

The standards of good corporate governance are afforded a high priority. With that in mind, the Management Board and the Supervisory Board of METRO AG base their actions on the relevant valid recommendations of the GCGC and only deviate from these recommendations in well-founded exceptional cases. This was also documented accordingly in the Code of Procedure of the Management Board and the Supervisory Board of METRO AG.

• For additional information on corporate governance, refer to the website www.metroag.de/en in the section Company - Corporate Governance.

Compliance

METRO employs a group-wide compliance management system to ensure compliance with laws and a self-imposed code of conduct in the areas of antitrust law, prevention of corruption and money laun- dering, conflicts of interest, fraud/embezzlement as well as the regulation of subsequent benefits in purchasing.

The aim of the compliance management system is to systematically and sustainably prevent, detect and sanction regulatory infringements within the stated areas of the company. METRO does so by regularly identifying conduct-related compliance risks, adjusting the necessary organisational structures as required and consistently monitoring and controlling risks. In its group-wide systematic reporting, key compliance risks and measures are transparently communicated and documented. The need for further development of the compliance management system is ascertained from the results of regular employee surveys, internal reviews and audits. An IT-basedwhistle-blower system provides employees and external third parties with an opportunity to provide information on regulatory infringements within the company, under the protection of anonymity. All reported information, irrespective of whether the measures for ensuring compliance with these rules fall within the area of responsibility of the compliance organisation, is investigated in the framework of the compliance management system and, if necessary, sanctioned systematically by the compliance incident handling sys- tem. The respective departments are responsible for regulatory compliance measures that fall outside of the area of responsibility of the compliance organisation, with the exception of compliance incident

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handling. For example, measures to ensure compliance with regulation on fair working conditions are the responsibility of the Human Resources department.

Compliance representatives are available for all METRO holding companies and country organisations as well as all major service companies of the group. They serve as a port of call in compliance matters and provide advice to the responsible managements and employees. The Chief Compliance Officer of METRO AG reports directly to the Chief Executive Officer of METRO AG.

To maintain consistent control over conduct-related risks, METRO AG has assigned clear responsibilities for risk areas and communicated an unambiguous code of conduct in addition to developing and employing risk management and control processes. These efforts are complemented by compulsory compliance trainings, systematic and target group-oriented communication measures and the consistent, disciplined handling of compliance incidents and relevant follow-up measures.

The METRO Business Principles are at the heart of our compliance initiatives and are firmly anchored throughout the group particularly by ongoing training measures. Other essential components of our compliance programme are the group-wide code of conduct and guidelines on antitrust law as well as the anti-corruption guideline and the external advisor guideline. METRO's compliance initiatives are facilitated by audience-specific training programmes for executives and employees, which are delivered online and in attendance, and by designing and reviewing internal controls in our operational business processes, including an IT-based business partner due diligence process. The verification of the efficacy of our internal compliance controls is regularly assessed by our Internal Audit unit.

• Further information on compliance can be found on the website www.metroag.de/en in the section Company - Compliance Programme. The Business Principles for employees of METRO AG can also be downloaded from this website.

Opportunity and risk management

METRO's opportunity and risk management forms another integral component of our value-based management. This takes the form of a systematic, group-wide process that assists the management team in identifying, assessing and managing opportunities and risks. As such, opportunity and risk management form a unity. Risk management identifies unfavourable developments and events at an early stage, makes them transparent and analyses their implications. This allows the company to put the necessary countermeasures in place as early as possible. and at the same time make efficient use of arising opportunities. The opportunity and risk management system and the compliance management system are continually refined.

• Further information on the opportunity and risk management system can be found in the METRO An- nual Report. The report is available on the website www.metroag.de/en in the section Investors - Publi- cations. The annual report for the financial year ending 30 September is published in mid-December of each year.

Responsibility/sustainability

As a company it is METRO's responsibility to make trading more sustainable along the value chain within its own business operations, but especially in its collaboration with small and medium-sized independent suppliers and customers. By aligning its goals with the needs of nature, people and future generations, METRO can act responsibly, be successful in the long term and overcome the conventional limitations of growth.

In line with the company's strategy, sustainability is systematically and organisationally entrenched in the core business. The purpose of sustainability management is to ensure that interactions between economic as well as environmental and social aspects are taken into account efficiently and in a solution -oriented manner and that the Management Board is involved. Example of this include the work of the Sustainability Committee as well as the linking of the remuneration of the Management Board and the global management to the valuation of METRO's sustainability performance for example in the rating of the Dow Jones Sustainability Index (DJSI).

As the highest sustainability body, the Sustainability Committee sets the strategic framework, facilitates the exchange of information on sustainability issues at the highest level (also with external

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input) and defines group-wide objectives. To adequately respond to the specific market and customer requirements, the METRO companies manage the operational implementation of sustainable development goals within this framework. They are responsible for working on the relevant sustainability is- sues, for defining specific targets and measures and for monitoring their success. The Sustainability Committee is chaired by 2 representatives from top management, who are regularly rotated. Other members of the committee are:

• People in charge of corporate responsibility at METRO AG
• Representatives of the core functions purchasing, quality assurance, communication as well as en- ergy management investments and technical solutions
• Representatives of the METRO national subsidiaries

Sustainability management is closely tied to METRO's risk and opportunity management via the for- malised reporting and evaluation of sustainability-related risks and opportunities, which are assessed on the basis of materiality aspects. This enables the Management Board to systematically identify, evaluate and control deviations from the sustainability goals and the ensuing risks and opportunities.

To ensure that METRO's sustainability approach addresses the aspects and issues that most affect its business and that it can leverage through its business activities, METRO identified 11 material topics through a materiality analysis in financial year 2020/21 in accordance with the requirements of commercial law and verified its sustainability approach. Assessment of the facts was carried out by the Sustainability Committee and was based on the materiality perception pursuant to the German Commercial Code by analysing ESG ratings, reporting standards, trend reports and competitor priorities as well as by involving internal and external stakeholders.

With focus on the food sector, METRO continues to emphasise 3 priority topics:

• METRO wants to make its range of products and services more sustainable by positively influenc- ing the availability, quality and health as well as the social and environmental safety of food and by offering more organic and sustainable products.
• METRO promotes more conscious consumption by finding solutions for a balanced ratio of pro- teins.
• METRO is actively fighting against food waste by pooling partnership strengths.

Likewise, through the discourse with internal and external stakeholders such as employees, customers, suppliers and business partners, local communities, non-governmental organisations (NGOs), political representatives, investors, competitors and committees, METRO is aware of the responsibility and opportunities that result from when METRO stands up for human rights, seeks innovative solutions in the field of packaging and plastics, makes a positive contribution to climate protection, makes the purchase of raw materials sustainable and promotes diversity and inclusion.

METRO's stakeholders (for example suppliers, employees and investors) use ratings to evaluate the sustainability measures carried out by METRO. These evaluations provide important motivation to METRO and serve as a management tool by demonstrating the progress made and the potentials for improvement.

ISS-ESG (Institutional Shareholder Services - Environmental Social Governance) once again awarded the prime status C+ (on a scale from D- to A+) to METRO in April 2020 as a leader in the industry sec- tor. The next assessment is not expected until 2023. In financial year 2020/21, METRO was once again listed in the Food & Staples Retailing group in the internationally important Dow Jones Sustainability Index World and Europe. In 2021, METRO was again listed in the FTSE4Good index. New results at the non-governmental organisation CDP were last published in December 2020. METRO improved its CDP Climate Change score to an A (scale F to A) in 2020 and is recognised by CDP as a leader in this category and thus is included on the 'A List' for commitment to tackling climate change. In addition, METRO was also assessed by CDP in the Water Security and Forests categories. In the Water Security category, METRO was able to confirm its B rating. The rating improved in 3 assessed Forests catego- ries: from B- to B in the Palm Oil and Paper categories. In the Cattle category, METRO was rated C compared to a D rating in the previous year. The B- rating in the Soy category stayed the same.

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• Further information on corporate responsibility can be found on the website www.metroag.de/en in the sec- tion Responsibility. The Corporate Responsibility Report can also be downloaded from this website.

Guiding Principles

The Guiding Principles are the cultural link for all METRO employees worldwide. These Guiding Principles are the lever to fulfil METRO's self-image as a company and provide orientation for all METRO employees in their daily work. The Guiding Principles summarise policies of collaboration that shape the culture and identity of the entire METRO organisation.

• Further information on the Guiding Principles can be found on the website www.metroag.de/en in the section Career - Culture - METRO Culture.

Transparency

Transparency is another essential element of good corporate governance. The company website www.metroag.de/en is an important source of information for the shareholders of METRO AG, the capital market and the general public. Besides a host of information on METRO , the site contains the financial reports of METRO AG, investor news, as well as legal notifications such as ad hoc statements, voting rights notifications and notifications of proprietary transactions by executives. METRO publishes the dates for the most important recurring publications and events (announcements of sales results, reports and quarterly statements, half-year reports, annual results press conferences and Annual General Meetings) in a financial calendar on its website. The timing of the publication allows for a reasonable lead time. The website also offers information published at the occasion of current events, such as annual press conferences, roadshows, investor conferences and information events. METRO's public relations efforts are also supported by the Chairman of the Supervisory Board, who is reasonably prepared to hold discussions with investors on topics specific to the Supervisory Board.

Information on the procedures of the Management Board and the Supervisory Board, as well as on the composition and functions of the Supervisory Board committees

The clear division between corporate management and corporate supervision is a key element of corporate governance for German stock corporations. Duties and areas of responsibility are clearly divided between the Management Board and the Supervisory Board.

The Management Board

The Management Board of METRO AG consists of 5 members (as of: 11 November 2021).

• For information about the members of the Management Board, see the notes to the consolidated finan- cial statements of METRO AG in no. 56 - Boards of METRO AG and mandates of their members as well as the website www.metroag.de/en in the section Company - Management Board.

RESPONSIBILITIES OF THE MANAGEMENT BOARD

The Management Board is responsible for managing METRO AG and the group. The essential management duties of the Management Board of METRO AG include the definition of corporate targets, determination of the strategic direction for the group, management and supervision of the group, as well as corporate planning. In addition, the Management Board of METRO AG ensures the availability of investment funds, decides on their allocation within the group and is responsible for attracting and supporting managers.

Fundamental rules on cooperation within the Management Board are set out in the Code of Proce- dure, which is stipulated by the Management Board and approved by the Supervisory Board. The members of the Management Board are jointly responsible for all aspects associated with the management of the company. They cooperate constructively and keep one another informed on important measures and occurrences in their business segments. Without prejudice to the Management