Metro : Invitation General Meeting 2022

INVITATION TO THE

ANNUAL GENERAL MEETING

OF METRO AG

on Friday, 11 February 2022

LET'S

DO

THIS!

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METRO AG

DÜSSELDORF

German Securities ID Ordinary Share	BFB001
German Securities ID Preference Share	BFB002
ISIN Ordinary Share	DE000BFB0019
ISIN Preference Share	DE000BFB0027

INVITATION TO THE ANNUAL GENERAL MEETING

We are pleased to invite our shareholders to the Annual General Meeting of METRO AG, which will be held on

Friday, 11 February 2022, at 10:00 a.m. (CET),

as a virtual general meeting without physical presence of shareholders or their proxies.

The place of the Annual General Meeting within the meaning of the German Stock Corporation Act (Aktien- gesetz) is the registered office of the Company, Metro-Straße 1, 40235 Düsseldorf. Shareholders or their proxies have no right or opportunity to be physically present at the place of the Annual General Meeting. The entire Annual General Meeting will be broadcast live (video and audio) for duly registered stockholders or their proxies on METRO AG's Internet-based, electronic investor portal ("InvestorPortal"), which is accessible via the Company's website at www.metroag.de/hauptversammlung. The voting rights of holders of ordinary shares are exercised - also in case of an authorisation of third parties - exclusively by way of postal vote or by issuing powers of attorney and instructions to the proxies nominated by the Company. Shareholders are requested to note, in particular, the section entitled "Conducting the Annual General Meeting as a virtual general meeting" (see Section II. 1).

I. AGENDA

1. Presentation of annual reports

Pursuant to § 176(1) sent. 1 of the German Stock Corporation Act, the Management Board makes available to the Annual General Meeting for the 2020/21 financial year

• the adopted annual financial statements of METRO AG,
• the approved consolidated financial statements for the METRO Group,
• the combined management report and group management report for METRO AG and the METRO Group, including the explanatory report regarding the information pursuant to §§ 289a(1) and 315a(1) of the German Commercial Code (each in the version applicable for the 2020/21 financial year), and
• the report of the Supervisory Board.

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From the calling of the Annual General Meeting, the aforementioned documents will be available both on the Company's website under

www.metroag.de/hauptversammlung

and via the InvestorPortal. They will be explained at the Annual General Meeting by the Chairman of the Management Board, the report of the Supervisory Board being explained by the Chairman of the Supervisory Board. A presentation with the main content of the speech of the Chief Executive Officer on this agenda item 1 will be published on the Company's website indicated above on Friday, February 4, 2022 to allow registered shareholders to submit questions hereto.

The Supervisory Board approved the annual financial statements and consolidated statements prepared by the Management Board. The annual financial statements have thus been adopted. An adoption of the annual financial statements or an approval of the consolidated financial statements by the Annual General Meeting is therefore not necessary.

The adopted annual financial statements of METRO AG as of September 30, 2021, prepared in accordance with the provisions of the German Commercial Code, do not show a balance sheet profit. Therefore, the agenda of this year's Annual General Meeting does not include any item that requires a resolution of the Annual General Meeting on the appropriation of a balance sheet profit.

2. Formal approval of the actions of the members of the Management Board

Management Board and Supervisory Board propose to formally approve the actions of the members of the Management Board officiating in the 2020/21 financial year for that period.

3. Formal approval of the actions of the members of the Supervisory Board

Management Board and Supervisory Board propose to formally approve the actions of the members of the Supervisory Board officiating in the 2020/21 financial year for that period.

4. Election of the auditor

The Supervisory Board, upon recommendation by its Audit Committee, proposes that KPMG AG Wirtschaftsprüfungsgesellschaft, Berlin, be elected

• as auditor and group auditors for the 2021/22 financial year, and
• as auditor for the audit review of interim financial reports (half-year financial reports and quarterly financial reports) for the 2021/22 financial year and for the 2022/23 financial year, if and to the extent that an audit review is conducted before the next Annual General Meeting.

Pursuant to Art. 16(2) sub-para. 3 of the EU Regulation on Statutory Audit (Regulation (EU) No 537/2014 of the European Parliament and of the Council of 16 April 2014), the Audit Committee has stated that its recommendation is free from influence by a third party and that no restriction with regard to the selection of a specific auditor (Art. 16(6) of the EU Regulation on Statutory Audit) has been imposed upon it.

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5. Elections to the Supervisory Board

The terms of office of Dr Fredy Raas, Mrs. Eva-Lotta Sjöstedt and Mrs. Alexandra Soto as members of the Supervisory Board representing the shareholders expire in each case at the end of this Annual General Meet- ing. Dr Fredy Raas and Frau Eva-Lotta Sjöstedt shall be proposed to the Annual General Meeting for reelection to an additional term of office. Mrs. Alexandra Soto is not available for an additional term of office so that an election is necessary.

Pursuant to §§ 96(1) and (2), 101(1) German Stock Corporation Act, §§ 1(1), 7(1) sent. 1 no. 3, (2) no. 3 German Co-Determination Act and § 7(1) of the Articles of Association of METRO AG, the Supervisory Board is composed of ten members elected by the Annual General Meeting and ten members elected by the employees, and of at least 30 percent female members (i.e. at least six) and at least 30 percent male members (i.e. at least six). Comprehensive fulfilment was objected to pursuant to § 96(2) sent. 3 German Stock Corporation Act. The minimum quota therefore has to be fulfilled separately by both the shareholders' side and the em- ployees' side. Therefore, of the ten shareholder representatives on the Supervisory Board, at least three have to be women and at least three have to be men. At the point in time of the calling of the Annual General Meeting, the Supervisory Board comprises a total of nine women, four thereof as shareholder representatives. The minimum quota under the separate fulfilment as defined in § 96(2) sent. 3 German Stock Corporation Act is thus fulfilled on the shareholders' side and would also be fulfilled after the election of the proposed candidates here. The Supervisory Board would then on the shareholders' side comprise a total of seven men and three women.

The election proposals of the Supervisory Board are founded in each case on a recommendation of its Nomination Committee. The proposals are in line with the profile of skills and expertise of the Supervisory Board, its diversity concept and the targets it has set itself for its composition as well as the recommendations of the German Corporate Governance Code. The Annual General Meeting is not bound by the election proposals. It is intended that the elections to the Supervisory Board shall be conducted as individual elections.

a) The Supervisory Board proposes to re-elect

Dr Fredy Raas,

Oberägeri, Switzerland,

Managing Director of Beisheim Holding GmbH, Baar, Switzerland, and of Beisheim Assets gGmbh, Düsseldorf, Germany

to the Supervisory Board as a member representing the shareholders.

The election is effective as of the close of this Annual General Meeting until the end of the Annual General Meeting adopting a resolution on the formal approval of actions for the financial year 2021/22.

Memberships of Dr Fredy Raas in other statutory supervisory boards:

• CECONOMY AG, Düsseldorf, Germany

Memberships of Dr Fredy Raas in comparable domestic and foreign supervisory bodies of business enterprises:

1. • HUWA Finanz- und Beteiligungs AG, Au, Switzerland - Executive Board (Chairman)
2. The Supervisory Board proposes to re-elect

Mrs Eva-Lotta Sjöstedt,

Kopenhagen, Denmark,

Independent Business Consultant,

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to the Supervisory Board as a member representing the shareholders.

The election is effective as of the close of this Annual General Meeting until the end of the Annual General Meeting adopting a resolution on the formal approval of actions for the second financial year after the commencement of the term of office. The financial year in which the term of office commences is not included in this count.

Memberships of Mrs Eva-Lotta Sjöstedt in other statutory supervisory boards:

• None

Memberships of Mrs Eva-Lotta Sjöstedt in comparable domestic and foreign supervisory bodies of business enterprises:

1. • Elisa Corporation, Helsinki, Finland - Board of Directors
   • Tritax EuroBox plc, London, United Kingdom - Board of Directors
2. The Supervisory Board proposes to elect

Mr Marek Spurný,

Prague, Czech Republic,

Member of the board of directors of EP Corporate Group a.s. and Group General Counsel, Prague, Czech Republic

to the Supervisory Board as a member representing the shareholders.

The election is effective as of the close of this Annual General Meeting until the end of the Annual General Meeting adopting a resolution on the formal approval of actions for the second financial year after the commencement of the term of office. The financial year in which the term of office commences is not included in this count.

Memberships of Mr Marek Spurný in other statutory supervisory boards:

• None

Memberships of Mr Marek Spurný in comparable domestic and foreign supervisory bodies of business enterprises:

• ACS PROPERTIES a.s, Prague. Czech Republic - Supervisory Board
• CE Electronics Holding a.s., Prague, Czech Republic - Supervisory Board (Vice-Chairman)*
• CZECH MEDIA INVEST a.s., Prague, Czech Republic - Supervisory Board*
• CZECH NEWS CENTER a.s., Prague, Czech Republic - Supervisory Board*
• EP Cargo a.s., Prague, Czech Republic - Supervisory Board (Chairman)*
• EP Cargo Invest a.s., Prague, Czech Republic - Supervisory Board (Chairman)*
• EP ENERGY TRADING a.s., Prague, Czech Republic - Supervisory Board*
• EP Logistics International a.s., Prague, Czech Republic - Supervisory Board (Chairman)*
• EPPE Germany a.s., Prague, Czech Republic - Supervisory Board*
• FoundHold EP Corporate Group, Prague, Czech Republic - Supervisory Board (Chairman)*
• POWERSUN a.s., Prague, Czech Republic - Supervisory Board*
• PT měření a.s., Prague, Czech Republic - Supervisory Board (Chairman)*
  * Memberships within EP Corporate Group, see § 100 para. 2 sentence 2 German Stock Corporation Act.

The election proposals are accompanied by a curriculum vitae at the end of this invitation under INFORMATION ON THE ELECTIONS TO THE SUPERVISORY BOARD, providing information on the relevant knowledge, skills and experience of Dr Fredy Raas, Mrs Eva-Lotta Sjöstedt and Mr Marek Spurný as well as the respective material activities in addition to the Supervisory Board mandate.