Metro : Joint Reasoned Statement of the Management Board and the Supervisory Board of METRO AG (“METRO”) pursuant to Section 27 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz - WpÜG)

October 15, 2020 at 06:10 am EDT

- Non-binding English Translation -

Mandatory Publication pursuant to

Sec. 27 (3) in conjunction with Sec. 14 (3) sentence 1 of the German Securities Acquisition and Takeover

Act (Wertpapiererwerbs- und Übernahmegesetz - WpÜG)

Joint Reasoned Statement

of the Management Board and the Supervisory Board

METRO AG

Metro-Straße 1

40235 Düsseldorf, Germany

pursuant to Sec. 27 (1) WpÜG

on the voluntary public takeover offer

EP Global Commerce GmbH

c/o LKC Kemper Czarske v. Gronau Berz GbR

Forstweg 8

82031 Grünwald, Germany

the shareholders of METRO AG

dated 1 October 2020

Ordinary shares of METRO AG: ISIN DE000BFB0019

Preference shares of METRO AG: ISIN DE000BFB0027

Ordinary shares of METRO AG tendered for sale: ISIN DE000BFB0V12

Preference shares of METRO AG tendered for sale: ISIN DE000BFB0V20

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TABLE OF CONTENTS

	TABLE OF CONTENTS
TABLE OF CONTENTS..................................................................................................................	2
DEFINITIONS..................................................................................................................................	5
I.	GENERAL INFORMATION ABOUT THIS STATEMENT.............................................	7
1.	Legal and factual bases.........................................................................................................	8
2.	Statement by the competent works council..........................................................................	9
3.	Publication of statements regarding the Offer and possible amendments to the Offer......	9
4.	Individual review responsibility of METRO Shareholders...............................................	10

5. Information for METRO Shareholders having their place of residence, registered

	office or habitual abode in the USA ...................................................................................	11
II.	GENERAL INFORMATION ABOUT METRO AG AND THE BIDDER......................	12
1.	METRO AG........................................................................................................................	12
	1.1	Legal bases ..............................................................................................................	12
	1.2	Members of the Management Board and the Supervisory Board ...............................	13
	1.3	Capital and shareholder structure..............................................................................	13
	1.4	Structure and business of METRO............................................................................	16
	1.5	Business development and selected key financial figures ..........................................	17
	1.6	Strategy of METRO .................................................................................................	25

2.	Bidder	.................................................................................................................................	28
	2.1	Legal bases and shareholder structure of the Bidder..................................................	28

2.2 Shareholder structure of the Bidder at the time of the publication of the Offer

Document ................................................................................................................

2.3 Changes to the Bidder's shareholder structure prior to the consummation of the

	Offer ........................................................................................................................	29
2.4	Shareholders controlling the Bidder..........................................................................	31

3. Shares held in METRO AG by the Bidder and persons acting jointly with the Bidder;

	attribution of voting rights and information about securities acquisitions.......................	31
	3.1	Shares held in METRO AG by the Bidder and by persons acting jointly with the
		Bidder and attribution of voting rights ......................................................................	31
	3.2	Information about securities acquisitions ..................................................................	33
4.	Possible parallel acquisitions..............................................................................................	34
III.	INFORMATION ABOUT THE OFFER...........................................................................	34
1.	Execution of the Offer ........................................................................................................	34

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TABLE OF CONTENTS

2.	Publication of the decision to launch the Offer..................................................................	34
3.	Review by BaFin and publication of the Offer Document.................................................	34
4.	Acceptance of the Offer outside the Federal Republic of Germany..................................	35

5. Background of the Offer and review by the Management Board, the Supervisory

	Board and the takeover committee (Übernahmeausschuss) ..............................................	35
6.	Main details of the Offer ....................................................................................................	38
	6.1	Offer Prices..............................................................................................................	38
	6.2	Acceptance Period and Additional Acceptance Period ..............................................	38
	6.3	Rights of withdrawal ................................................................................................	39
	6.4	Offer Conditions ......................................................................................................	39
	6.5	Stock-exchange trading in Tendered METRO Shares ...............................................	40
	6.6	Holders of METRO ADRs .......................................................................................	40
	6.7	Publications .............................................................................................................	40
7.	Financing of the Offer ........................................................................................................	40
8.	Decisiveness of the Offer Document...................................................................................	41
IV.	TYPE AND AMOUNT OF THE CONSIDERATION OFFERED...................................	42
1.	Type and amount of the consideration...............................................................................	42
2.	Statement on the minimum price determined by statute ..................................................	42
3.	Assessment of the adequacy of the consideration offered .................................................	43

3.1 Comparison of the Offer Prices with historical stock exchange prices of

	METRO Shares........................................................................................................	46
3.2	Considering the differences between preference shares and ordinary shares ..............	47
3.3	Valuation by analysts ...............................................................................................	48

3.4 Consideration of METRO's value creation potential as part of a discounted cash

	flow analysis ............................................................................................................	49
3.5	Multiples of listed peer companies; ..........................................................................	50
3.6	Transaction multiples ...............................................................................................	51
3.7	Opinions by investment banks ..................................................................................	53
3.8	Overall assessment of the adequacy of the consideration...........................................	57

OBJECTIVES AND INTENTIONS OF THE BIDDER, THE BIDDER PARENT SHAREHOLDERS AND THE INVESTORS AND FORESEEABLE

	CONSEQUENCES FOR METRO.....................................................................................	58
1.	Objectives and intentions as set out in the Offer Document .............................................	58
	1.1	Strategic reasons of the Bidder .................................................................................	59
	1.2	Future business activities, appropriation of assets and obligations of METRO ..........	60
	1.3	Registered office of the company and locations of key parts of the company.............	60
	1.4	Employees, employee representation and terms and conditions of employment.........	60
	1.5	Management Board and Supervisory Board ..............................................................	61

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1.6

Possible structural measures .....................................................................................

1.7 Future business activities of the Bidder, the Bidder Parent Shareholders and the

Investors ..................................................................................................................

2. Evaluation of the objectives of the Bidder, the Bidder Shareholders and the Investors

as well as of the expected consequences of the Offer .........................................................	62
2.1	Strategic reasons of the Bidder and of the Investors ..................................................	62
2.2	Future business activities, appropriation of assets and obligations of METRO ..........	63
2.3	Registered office of the company and locations of key parts of the company.............	64
2.4	Employees, employee representation and terms and conditions of employment.........	65
2.5	Management Board and Supervisory Board ..............................................................	65
2.6	Possible structural measures and their ramifications..................................................	67

3. Consequences for the financing, the tax situation, the dividend policy and the business

relationships of METRO ....................................................................................................	68
3.1	Consequences for the financing of METRO..............................................................	68
3.2	Tax consequences for METRO.................................................................................	69
3.3	Consequences for the dividend policy of METRO AG..............................................	71
3.4	Consequences for existing business relationships of METRO ...................................	71

4. Consequences affecting the employees, their employment conditions and their

	representative bodies at METRO as well as the METRO sites.........................................	72
VI.	POSSIBLE CONSEQUENCES FOR METRO SHAREHOLDERS ................................	73
1.	Possible consequences upon acceptance of the Offer.........................................................	73
2.	Possible consequences upon non-acceptance of the Offer .................................................	74
VII.	OFFICIAL APPROVALS AND PROCEEDINGS ...........................................................	77
VIII.	INTERESTS OF THE MEMBERS OF THE MANAGEMENT BOARD AND OF
	THE SUPERVISORY BOARD .........................................................................................	79

1. Specific interests of members of the Management Board and of the Supervisory

	Board	..................................................................................................................................	79
	1.1	Specific interests of members of the Management Board ..........................................	79
	1.2	Specific interests of members of the Supervisory Board............................................	80
2.	Agreements with members of the Management Board or of the Supervisory Board.......	81
3.	No non-cash or other benefits related to the Offer ............................................................	82
IX.	INTENTIONS OF THE MEMBERS OF THE MANAGEMENT BOARD AND THE
	SUPERVISORY BOARD TO ACCEPT THE OFFER ....................................................	82
X.	RECOMMENDATION......................................................................................................	82

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DEFINITIONS

A
Acceptance Period .........................................	38
Additional Acceptance Period ........................	38
AktG ...............................................................	7
B
BaFin.............................................................	34
Bidder..............................................................	7
Bidder Parent Shareholders ............................	31
Bidder Shareholders.......................................	29
BofA Securities .............................................	38
C
Compensation Payment..................................	58
Credit Suisse..................................................	41
D
DW...............................................................	56
E
EBITDA ........................................................	18
Enterprise Value ............................................	50
Equity Value..................................................	51
EUR ................................................................	8
EV/EBITDA..................................................	50
EV/EBITDA Multiple....................................	50
External Financing 1 ......................................	40
External Financing 2 ......................................	41
F
Foreign Investment Control Approval ............	39

G
Goldman Sachs ..............................................	38
H
HoReCa .........................................................	16
I
Investors ........................................................	31
L
LTM-EBITDA ...............................................	52
M
Management Board .........................................	7
MDAX...........................................................	15
Merger Control Clearance ..............................	39
METRO ..........................................................	7
METRO ADRs...............................................	10
METRO AG....................................................	7
METRO Company ..........................................	7
METRO Ordinary Shares ................................	7
METRO Preference Shares..............................	7
METRO Shareholders .....................................	7
METRO Shares ...............................................	7
N
Net Financial Debt .........................................	51
O
Offer ...............................................................	7
Offer Condition ..............................................	39
Offer Consideration........................................	53
Offer Document ..............................................	7

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		TABLE OF CONTENTS
Offer Prices .....................................................	7	Supervisory Board...........................................	7
Opinion .........................................................	53	T
Ordinary Share Offer Price ..............................	7
Tender Offer Statement ..................................	11

P		Tendered METRO Ordinary Shares................	40
Performance Shares .......................................	80	Tendered METRO Preference Shares .............	40
Phase II..........................................................	78	Tendered METRO Shares...............................	40
Preference Share Offer Price............................	7	Three-Month Average Price ...........................	42
Previous Offer ...............................................	36	Trading EV/EBITDA Multiple .......................	50
R		Transaction ....................................................	77

Rothschild & Co ............................................	38	W
S		Works Council ................................................	7
	WpÜG ............................................................	7
SCO...............................................................	16
WpÜG Offer Regulation ................................	34
Statement.........................................................	7

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GENERAL INFORMATION ABOUT THIS STATEMENT

GENERAL INFORMATION ABOUT THIS STATEMENT
On 1 October 2020, pursuant to Secs. 34 and 14 (2) and (3) of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, "WpÜG"), EP Global Commerce GmbH, with registered office in Grünwald, Germany (the "Bidder"), a holding company indirectly controlled by Daniel Křetínský, published the Offer Document within the meaning of Sec. 11 WpÜG (the "Offer Document") for its voluntary public takeover offer (the "Offer") made to all shareholders of METRO AG, Düsseldorf, Germany ("METRO AG", and together with its affiliates within the meaning of Secs. 17 et seqq. of the German Stock Corporation Act (Aktiengesetz, "AktG"), hereinafter referred to as "METRO", the individual affiliated companies respectively "METRO Company" and the shareholders of METRO AG hereinafter referred to as the "METRO Shareholders"), in order to acquire all of the
1. ordinary bearer shares with no-par value of METRO AG, each representing a nominal pro rata amount of EUR 1.00 in the share capital (ISIN DE000BFB0019, WKN BFB001) (the "METRO Ordinary Shares"), against payment of a cash consideration in the amount of EUR 8.48 per METRO Ordinary Share (the "Ordinary Share Offer Price") and
2. non-votingpreference bearer shares with no par value of METRO AG, each representing a nominal pro rata amount of EUR 1.00 in the share capital (ISIN DE000BFB0027, WKN BFB002) (the "METRO Preference Shares", together with the METRO Ordinary Shares referred to as the "METRO Shares"), against payment of a cash consideration in the amount of EUR 8.89 per METRO Preference Share (the "Preference Share Offer Price", together with the Ordinary Share Offer Price referred to as the "Offer Prices")

not directly held by the Bidder, including all ancillary rights, in particular the right to profits, existing at the time of the consummation of the Offer.

The Offer Document was submitted to METRO AG's Management Board (the "Management Board") on 1 October 2020. The Management Board forwarded the Offer Document on the same day to METRO AG's Supervisory Board (the "Supervisory Board") and to METRO's Group Works Council, METRO's European Works Council, METRO AG's Works Council (the "Works Council") and METRO's economic committee (Wirtschaftsausschuss).

The Management Board and the Supervisory Board are hereby issuing this joint reasoned statement pursuant to Sec. 27 (1) WpÜG (the "Statement") with regard to the Bidder's Offer. The Management Board and the Supervisory Board each resolved on this Statement on 15 October

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GENERAL INFORMATION ABOUT THIS STATEMENT

2020. In the context of the Statement, the Management Board and the Supervisory Board point out the following in advance:

1. Legal and factual bases

Under Sec. 27 (1) sentence 1 WpÜG, the management board and the supervisory board of a target company shall issue a reasoned statement on a takeover offer and all modifications thereof. The statement may be issued jointly by the target company's management board and supervisory board. The Management Board and the Supervisory Board have decided to issue a joint statement regarding the Bidder's Offer. This Statement is being issued solely under German law.

Unless stated otherwise, time data in this Statement is given in the local time of Frankfurt am Main, Germany. The currency designation "EUR" refers to the currency of the European Economic and Monetary Union pursuant to Art. 3 (4) of the Treaty on the European Union. To the extent terms such as "at this point in time", "at the date hereof", "currently", "at the moment", "now", "at present" or "today" are used, these terms refer to the date of publication of this Statement, i.e., 15 October 2020, unless explicitly stated otherwise.

All information, guidance and forecasts, assessments, value judgements, valuations, forward- looking statements and declarations of intent contained in this Statement are based on the information available to the Management Board and the Supervisory Board at the time of publication of this Statement or reflect their assessments or intentions as at this point in time. Forward-looking statements express intentions, opinions or expectations and entail known or unknown risks and uncertainties because such statements refer to events and depend on circumstances that will occur or prevail in the future. Forward-looking statements are indicated by words and phrases such as "target", "anticipate", "expect", "plan", "will" or similar words. While the Management Board and the Supervisory Board assume that the expectations contained in such forward-looking statements are based on justified and verifiable assumptions and, to the best of their knowledge and belief, are correct and complete as at the time of publication of this Statement, the underlying assumptions may, however, change after the date of publication of this Statement as a result of political, economic or legal events.

The Management Board and the Supervisory Board do not intend to update this Statement and do not assume any obligations to update this Statement, unless they are required to do so under German law.

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GENERAL INFORMATION ABOUT THIS STATEMENT

The information contained in this Statement about the Bidder, about the persons acting jointly with the Bidder and about the Offer is based on the information contained in the Offer Document and other publicly available information unless stated otherwise. The Management Board and the Supervisory Board point out that they are not in a position to verify all the information contained and the intentions specified by the Bidder in the Offer Document. It cannot be ruled out that the Bidder may have changed or may yet change its stated intentions and it is not certain that the intentions published in the Offer Document will actually be implemented.

Statement by the competent works council
In accordance with Sec. 27 (2) WpÜG, the competent works council of the target company can make a statement about the offer to the management board, which the management board must then attach to its statement in accordance with Sec. 27 (2) WpÜG irrespective of its obligation under Sec. 27 (3) sentence 1 WpÜG. The statement of METRO AG's Works Council is attached to this Statement after the Annexes.
Publication of statements regarding the Offer and possible amendments to the Offer
This Statement and any supplements and/or additional statements regarding any amendments to the Offer will be published in accordance with Sec. 27 (3) and Sec. 14 (3) sentence 1 WpÜG on the Internet on the website of the company at

https://www.metroag.de/investoren/uebernahmeangebot-2020

in German and at

https://www.metroag.de/en/investors/takeover-offer-2020

in a non-binding English translation. Copies of the statements are available at METRO AG, Investor Relations, Schlüterstraße 1, 40235 Düsseldorf, Germany, for distribution free of charge (ordering also possible by phone at +49 (0) 211 6886 1280 or by telefax to +49 (0) 211 6886 73 3759 or by email to investorrelations@metro.de, in each case by providing a postal address for mailing). Both the fact of publication and availability of copies for distribution free of charge will be announced in the German Federal Gazette (Bundesanzeiger).

This Statement and any supplements and/or additional statements regarding any amendments to the Offer will be published, in addition to the authoritative German version, in a non-binding English translation; no liability is assumed for the correctness or completeness of the non-binding English translation.

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GENERAL INFORMATION ABOUT THIS STATEMENT

4. Individual review responsibility of METRO Shareholders

The Management Board and the Supervisory Board point out that the description of the Offer contained in this Statement does not purport to be complete and that solely the terms of the Offer Document apply to the content and the consummation of the Offer. The valuations and recommendations of the Management Board and the Supervisory Board contained in this Statement do not bind the METRO Shareholders in any way. To the extent that this Statement makes reference to, quotes, summarises or repeats the Offer or the Offer Document, such statements are deemed to be mere references, i.e. the Management Board and the Supervisory Board neither adopt the terms of the Offer or Offer Document as their own, nor do they assume any liability for the correctness or completeness of the Offer or Offer Document.

Section 1.6 of this Statement contains information regarding the acceptance of the Offer outside the Federal Republic of Germany. The Offer is not addressed to, and cannot be accepted by, holders of American Depositary Receipts issued by third parties in respect of METRO Shares ("METRO ADRs"). More detailed information for the holders of METRO ADRs is set out in Sections 4 and 13.9 of the Offer Document.

In Section 1.2 of the Offer Document, the Bidder further points out that for METRO Shareholders whose place of residence, registered office or habitual abode is outside the Federal Republic of Germany, it may be difficult to enforce their rights and claims arising under the laws of a country other than their own country of residence, registered office or habitual abode, in particular, since METRO AG is a company incorporated under German law that is registered with a commercial register in the Federal Republic of Germany and all or most of whose executive staff and board members may have their place of residence in a country other than the country of residence, registered office or habitual abode of the relevant METRO Shareholder.

It is the responsibility of each METRO Shareholder to take note of the Offer Document, to form an opinion on the Offer and, if required, to take all necessary measures. The METRO Shareholders must each reach their own individual decisions on whether and, where applicable, to what extent they wish to accept the Offer, taking into account the overall situation, their individual circumstances (including their individual tax situations) and their personal assessments of the future development of the value and share price of the METRO Shares. This Statement does not take into account individual circumstances, situations or interests that individual METRO Shareholders may have on the basis of contractual agreements, their individual tax situation, the size of their share packages or other circumstances of any kind, and which may be relevant for the assessment of the Offer in its entirety, the adequacy of the Offer Prices or other aspects of the Offer. In reaching their decisions to accept or to decline the Offer, the METRO Shareholders should take into account all sources of information available to them and take sufficient account of

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GENERAL INFORMATION ABOUT THIS STATEMENT

their personal interests. The Management Board and the Supervisory Board do not assume any responsibility for the METRO Shareholders' decisions. If the METRO Shareholders accept the Offer, they are responsible themselves for complying with the requirements and conditions described in the Offer Document.

The Management Board and the Supervisory Board point out that METRO Shareholders who intend to accept the Offer must check whether this acceptance will be compliant with the legal obligations that may potentially result from their individual circumstances (e.g. security interests in the shares, sales restrictions or restrictions with regard to employee shares). The Management Board and the Supervisory Board cannot assess such individual obligations and/or consider them in their recommendation. The Management Board and the Supervisory Board advise all persons, particularly those receiving the Offer Document outside of the Federal Republic of Germany, or those who wish to accept the Offer but are subject to the securities laws of a jurisdiction other than the Federal Republic of Germany, to inform themselves about the applicable legal regulations and to comply with them. The Management Board and the Supervisory Board recommend that the METRO Shareholders obtain individual tax and legal advice insofar as necessary.

5. Information for METRO Shareholders having their place of residence, registered office or habitual abode in the USA

This Statement is issued in accordance with the statutory provisions of the Federal Republic of Germany. It does not constitute a statement pursuant to Sec. 14 (d) (1) or 13 (e) (1) of the Securities Exchange Act 1934, as amended, in conjunction with the General Rules and Regulations applicable thereunder ("Tender Offer Statement"). The Management Board and the Supervisory Board also advise the METRO Shareholders whose place of residence, registered office or habitual abode is in the USA of the fact that this Statement has been prepared in accordance with a format and structure customary in the Federal Republic of Germany, which differ from the format and structure customary for a Tender Offer Statement in the USA. In addition, the content of this Statement differs from the mandatory information to be provided in a Tender Offer Statement under US law. Furthermore, the Management Board and the Supervisory Board point out that neither the US Securities and Exchange Commission nor any state securities commission in the USA have approved or disapproved this Statement or reviewed this Statement prior to its publication. For any further information provided by the Bidder for METRO Shareholders whose place of residence, registered office or habitual abode is in the USA, see Sections 1.2 and 1.6 of the Offer Document.

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GENERAL INFORMATION ABOUT METRO AG AND THE BIDDER

GENERAL INFORMATION ABOUT METRO AG AND THE BIDDER

1. METRO AG

1.1 Legal bases

METRO AG is a German listed stock corporation (Aktiengesellschaft) with its registered office in Düsseldorf, Germany, registered with the commercial register (Handelsregister) of the Local Court (Amtsgericht) of Düsseldorf under HRB 79055. The Company's business address is Metro- Straße 1, 40235 Düsseldorf, Germany. The Company is the parent company and strategic management holding company of METRO. Today's METRO AG came into existence after the demerger of the former METRO GROUP, in the course of which the wholesale and food retail business operated under the METRO Cash & Carry and Real sales lines and other related activities were transferred to METRO AG in its current form and the consumer electronics business (consumer and household electronics) operated under the Media-Saturn sales line including the related services remained in today's CECONOMY AG. Since then, METRO AG has, inter alia, sold its Real food retail business and is now focussing exclusively on the food wholesale business.

The corporate purpose of METRO AG is to manage and promote commercial and service enterprises engaging particularly in the following areas: (i) trading business of all kinds related to the operation of retailing enterprises, mail order, wholesale trade and sales channels based on new electronic media; (ii) manufacturing and development of products that may be the object of commerce and services; (iii) execution of real-estate transactions of all kinds including property development; (iv) providing services, in particular in connection with trading, the restaurant and catering business, consumer goods and logistics as well as trade-related digital business models;

(v) brokering of financial services for, through or by affiliates and subsidiaries; (vi) asset management. The Company may perform all and any acts and actions, and transact any businesses, which appear or are deemed expedient to the company's purpose or are directly or indirectly related thereto. The Company may also itself directly engage in any of the areas stated in (i) through (vi). Any such business that requires specific governmental permits, licenses or approvals may not be transacted until after such permits, licenses or approvals have been granted. METRO AG may establish, form, acquire, manage or purchase equity interests, whether by minority shareholding or otherwise, in, or sell or dispose of, any such enterprises in Germany and abroad active in the business areas specified in (i) through (vi). METRO AG may group its shareholdings under its uniform control or confine itself to the management of such affiliates/shareholdings. The financial year commences on 1 October and ends on 30 September of the following calendar year.

In Section 7.4 of the Offer Document, the Bidder correctly points out that, in particular, the completed sale of the Real food retail business and the transaction in China already resulted in

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GENERAL INFORMATION ABOUT METRO AG AND THE BIDDER

changes to the scope of consolidation of the METRO Companies and therefore to the persons acting jointly with METRO AG within the meaning of Sec. 2 (5) WpÜG which cannot, or only with great effort, be comprehended based on publicly available information alone. Annex 1 to this Statement therefore lists the companies identified by the Management Board and the Supervisory Board that are included in annex 3 to the Offer Document but are no longer METRO Companies. In addition, Annex 1 to this Statement lists further companies that are METRO Companies and therefore persons acting jointly with METRO AG within the meaning of Sec. 2 (5) WpÜG but are not included in annex 3 to the Offer Document.

Members of the Management Board and the Supervisory Board
The Management Board currently consists of five members: Olaf Koch (Chairman of the Management Board), Christian Baier (Chief Financial Officer), Andrea Euenheim (Chief Human Resources Officer and Labour Director), Rafael Gasset (Chief Operating Officer, Convenience Cluster) and Eric Poirier (Chief Operating Officer, Hospitality Cluster). At the request of Olaf Koch, the Supervisory Board and Mr Koch have agreed that Mr Koch will leave the Management Board by mutual consent as of 31 December 2020. Under the direction of Jürgen Steinemann as the Chairman of the Supervisory Board, the Presidential Committee (Aufsichtsratspräsidium) initiated an orderly process to select the new chairperson (CEO) of the Management Board.
Pursuant to the provisions of the German Stock Corporation Act, the German Co-Determination Act (Mitbestimmungsgesetz) and Sec. 7 (1) of METRO AG's Articles of Association, the Supervisory Board consists of ten shareholder representatives, elected by the company's General Meeting, and ten employee representatives, elected by the employees; at least 30% of the Supervisory Board members shall be women and at least 30% shall be men. Comprehensive fulfilment (Gesamterfüllung) was objected to pursuant to Sec. 96 (2) sentence 3 AktG. The Supervisory Board currently consists of the following twenty members: Jürgen Steinemann (Chairman of the Supervisory Board), Xaver Schiller* (Vice Chairman of the Supervisory Board), Marco Arcelli, Stefanie Blaser*, Herbert Bolliger, Gwyn Burr, Thomas Dommel*, Professor Dr Edgar Ernst, Michael Heider*, Udo Höfer*, Peter Küpfer, Rosalinde Lax*, Dr Fredy Raas, Eva- Lotta Sjöstedt, Dr Liliana Solomon, Alexandra Soto, Manuela Wetzko*, Angelika Will*, Manfred Wirsch* and Silke Zimmer* (employee representatives are marked with an *).
Capital and shareholder structure
The share capital of the company at the time of publication of this Statement amounts to EUR 363,097,253.00 and is divided into 360,121,736 ordinary bearer shares with no par value (Stückaktien) and with voting rights attached, each representing a nominal pro rata amount of EUR 1.00 in the share capital, and 2,975,517 preference bearer shares with no par value

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GENERAL INFORMATION ABOUT METRO AG AND THE BIDDER

(Stückaktien) and with no voting rights attached, each representing a nominal pro rata amount of EUR 1.00 in the share capital.

The METRO Preference Shares confer preferential rights to profits. These rights comprise (i) an advance dividend of EUR 0.17 per METRO Preference Share and (ii) an extra dividend for each METRO Preference Share of 10% of the dividend paid to the holders of METRO Ordinary Shares, provided that such dividend equals or exceeds EUR 1.02 per METRO Ordinary Share. The distribution of profits is stipulated in more detail in Sec. 21 of METRO AG's Articles of Association. All issued METRO Ordinary Shares are entitled to vote. In general, the METRO Preference Shares do not confer any right to vote, unless the statutory requirements pursuant to Sec. 140 (2) sentence 1 AktG are met. These requirements are currently not met.

Pursuant to Sec. 4 (7) of METRO AG's Articles of Association, the Management Board is authorised, with the consent of the Supervisory Board, to increase METRO's share capital on one or more occasions on or before 28 February 2022 by issuing new ordinary bearer shares in exchange for contributions in cash or in kind up to a maximum amount of EUR 181,000,000 (authorised capital). As a general rule, the METRO Shareholders are to receive subscription rights for the new shares. However, the Management Board is authorised, with the consent of the Supervisory Board, to exclude the shareholders' subscription right in the cases listed in Sec. 4 (7) of METRO AG's Articles of Association. The authorised capital has not been utilised yet.

Pursuant to Sec. 4 (8) of METRO AG's Articles of Association, METRO AG's share capital is conditionally increased by up to EUR 50,000,000 by way of issuance of up to 50,000,000 ordinary bearer shares (contingent capital). This conditional capital increase is tied to the granting of an authorisation to the Management Board to issue, in each case with the consent of the Supervisory Board, warrant or convertible bearer bonds with an aggregate par value of EUR 1,500,000,000 on one or several occasions prior to 15 February 2023, and to grant the holders of warrant or convertible bearer bonds warrant or conversion rights or impose warrant or conversion obligations upon them for ordinary bearer shares in METRO AG representing up to EUR 50,000,000 of the share capital in accordance with the terms of the warrant or convertible bearer bonds. As a general rule, the METRO Shareholders are to receive subscription rights for the new shares. However, the Management Board is authorised, with the consent of the Supervisory Board, to exclude the shareholders' subscription right in the cases listed in the authorisation. No warrant and/or convertible bonds were issued so far under the aforementioned authorisation.

By resolution of the General Meeting of 11 April 2017, METRO AG was authorised, in accordance with Sec. 71 (1) no 8 AktG, to acquire its own shares of any class until 28 February 2022 collectively representing a maximum of 10% of the share capital issued as at the time the authorisation enters into effect or - if this figure is lower - at the time the authorisation is

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GENERAL INFORMATION ABOUT METRO AG AND THE BIDDER

exercised. In Section 7.1 of the Offer Document, the Bidder incorrectly states that, at the time of the authorisation, the share capital of METRO AG was EUR 32,678,752. This amount corresponds to the share capital as of 11 April 2017, the date on which the resolution of the General Meeting was passed. The effectiveness of the authorisation granted by the General Meeting was, however, conditional upon the later date of the registration of the spin-off and transfer of the assets of the former METRO AG (Local Court of Düsseldorf, HRB 39473) that formed part of the wholesale and food retail business segment to the new METRO AG. This registration was not effected until 12 July 2017. In connection with this spin-off and transfer, the share capital of METRO AG was increased to the current amount of EUR 363,097,253. This amount is, thus, decisive for the authorisation to reacquire own shares. METRO AG has so far not exercised the authorisation to reacquire own shares. METRO AG currently holds neither any of its own METRO Ordinary Shares nor any of its own METRO Preference Shares directly.

The METRO Ordinary Shares (ISIN DE000BFB0019) and the METRO Preference Shares (ISIN DE000BFB0027) have been listed since 13 July 2017 in the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) of Deutsche Börse on the Frankfurt Stock Exchange. Moreover, the METRO Ordinary Shares are included in, inter alia, the MDAX stock index (ISIN DE0008467416) ("MDAX"). Furthermore, the METRO Ordinary Shares and the METRO Preference Shares are traded, inter alia, over the counter at the stock exchanges in Berlin, Düsseldorf, Hamburg, Hanover, Munich and Stuttgart.

According to the voting rights notifications received by, and other information provided by shareholders to, METRO AG by 14 October 2020, more than 3% of the voting rights in the company are to be attributed to the following persons (top-level reporting persons/entities only; excluding financial instruments). To METRO AG's knowledge, the remaining METRO Shares are in free float.

Notifying persons

Daniel Křetínský and Patrik Tkáč1

Meridian Stiftung and Prof. Otto Beisheim Stiftungen2

Voting rights

29.99%

23.06%

Regarding the corporate structure of the entities held by Daniel Křetínský and Patrik Tkáč see Section II.2.2 and II.2.3 of this Statement. Regarding additionally attributed financial instruments (total return equity swaps), see Section II.3.1 of this Statement.
The exercise of voting rights is co-ordinated based on a voting rights pooling agreement.

Overview II.1.3: Substantial voting rights

In addition, according to the last voting rights notification communicated to METRO AG on 28 June 2019, CECONOMY AG holds 3,601,217 METRO Ordinary Shares, which equates to approximately 1.00% of the voting rights and approximately 0.99% of the share capital of METRO AG. Under the Group Separation Agreement between METRO AG and

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CECONOMY AG dated 13 December 2016, CECONOMY AG is obligated not to sell the approximately 1.00% of the METRO Ordinary Shares that were granted in connection with the spin-off as part of the demerger before 1 October 2023 (cf. also in this regard Section V.3.2 of this Statement).

1.4 Structure and business of METRO1

METRO is an international leader in the wholesale sector, especially in the cash & carry business. METRO is headed by METRO AG, which acts as the strategic central management holding company. It performs group management functions, particularly in the areas of finance, controlling, legal and compliance. Central management and administrative functions for METRO Wholesale are also anchored within METRO AG.

METRO Wholesale is active in 34 countries and operates 678 wholesale stores across 24 countries. In addition to the wholesale stores, METRO Wholesale also includes the delivery business (Food Service Distribution, FSD) with METRO Delivery Service and the delivery specialists Classic Fine Foods, Pro à Pro and Rungis Express. "HoReCa" (hotels, restaurants, caterers) and Trader (independent traders) are among the two core customer groups of METRO Wholesale. HoReCa includes hotels and hospitality businesses, bars and cafés, as well as catering companies and canteen operators. The Traders section includes small grocery stores, kiosks, street food retailers, petrol stations and other wholesalers. Another customer group are service companies and offices ("SCO").

For financial reporting purposes, the wholesale business is divided into five regional segments: Germany, Western Europe (excluding Germany), Russia, Eastern Europe (excluding Russia) and Asia. METRO has pooled its digitalisation initiatives in another segment named Others. This primarily refers to the activities of the Hospitality Digital (formerly HoReCa Digital) business unit, which was established in 2015 and develops digital solutions for customers in the hospitality industry and also creates interfaces for the digital products conventionally used by wholesale traders. The Others segment further includes inter alia METRO LOGISTICS, METRO PROPERTIES, METRO ADVERTISING and METRO SOURCING. These companies operate primarily within the Group and provide different services, for example, in the areas of logistics, real estate, advertising and sourcing.

The headquarters of METRO are located in Düsseldorf, Germany. As of 30 September 2020, METRO employed a total of 88,306 full-time equivalents: 80,682 at METRO Wholesale and 7,624 in the Others segment, 768 of them at METRO AG.

1	Unless stated otherwise, the information in this Section relates to the cut-off date of 30 June 2020.

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1.5 Business development and selected key financial figures2

The earnings figures set out below factor in, without exception, the effects resulting from the first- time application of IFRS 16 ("Leases") as from the 2019/20 financial year, which, for purposes of comparability, also applies to the key figures of the 2018/19 financial year. As a result, the earnings figures set out below ("post IFRS 16") deviate from the figures reported in the 2018/19 Annual Report3 ("pre IFRS 16").

1.5.1 Development of sales and EBITDA in the 2018/19 financial year

In the 2018/19 financial year, METRO generated sales in the amount of EUR 27,082 million, which essentially result from the sale of goods in the wholesale business. In local currency, sales rose by just over 2.2% over the previous year. As a result of unfavourable exchange rate developments in Russia, Asia and Eastern Europe, sales in euro rose only by 1.1% or EUR 290 million.

Sales	2018/19		2017/18		Change		Like-for-like
		(€ million)		(in local currency)

Germany		4,735		4,761		-0.6%	0.3%
Western Europe (excl. Germany)		10,752		10,609		1.3%		1.3%
Russia		2,662		2,815		-3.3%		-4.3%
Eastern Europe (excl. Russia)		7,191		6,952		6.4%		6.3%
Asia		1,696		1,612		7.3%		5.3%
Others		46		43		7.4%		-
METRO		27,082		26,792		2.2%		2.1%

Overview II.1.5.1: Sales development in 2018/19 (continuing operations)

The various segments' contributions to sales for 2018/19 are as follows: Germany 17.5%, Western Europe (excluding Germany) 39.7%, Russia 9.8%, Eastern Europe (excluding Russia) 26.6%, Asia 6.3% and Others 0.2%.

Unless otherwise stated, the following comments on business development relate to continuing operations. All figures stated in this Section have been rounded.

Further explanations and overviews regarding the transition of the 2018/19 financial statements of METRO to IFRS 16 are available online at:https://www.metroag.de/newsroom/news/2020/02/03/metro-veroeffentlicht-effekte-aus-ifrs-16-keine- aenderung-der-prognose.

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In the 2018/19 financial year, like-for-like sales4 of METRO increased by 2.1%. The segments Western Europe (excluding Germany), Eastern Europe (excluding Russia) and Asia particularly contributed to this growth with growth rates of 1.3%, 6.3% and 5.3% respectively. The Germany segment also increased by 0.3%. The Russia segment recorded a -4.3% drop in like-for-like sales, whereby the negative trend from the previous 2017/18 financial year improved.

The earnings before interest expenses, taxes, depreciation and amortisation ("EBITDA")5 excluding earnings contributions from real estate transactions of METRO totalled EUR 1.392 million in the 2018/19 financial year. The ongoing repositioning of the Russian business, the increased costs for digitalisation/IT and costs for advisers in the context of the Previous Offer6 had a negative impact on earnings. The positive earnings development in the segments Germany, Western Europe (excluding Germany) and Asia had a compensating effect. In addition, earnings contributions from real estate transactions totalled EUR 339 million in the 2018/19 financial year. These earnings, which are well above the long-term average, result mainly from deferring a transaction in India from the previous to the past 2018/19 financial year and forwarding a transaction in China to the 2018/19 financial year.

1.5.2 Development of sales and EBITDA in the first nine months of 2019/20

The business development in the first nine months of the 2019/20 financial year must be viewed in a differentiated way taking into consideration the effects of the COVID-19 pandemic.

Until the end of February, the operational business developed mostly positively and was largely unaffected by the COVID-19 pandemic.
At the beginning of the COVID-19 crisis in Europe, the decline in sales and earnings of HoReCa customers was initially offset by the positive sales and earnings effects from other customer groups (especially stock-up purchases by SCO customers).
Since mid-March, however, the overall development has changed in terms of sales and earnings and has clearly become negative.

Like-for-likesales development denotes the sales growth in local currency on a comparable area or with respect to a comparable group of locations or merchandising concepts such as delivery and online business. The figure only includes sales of locations with a comparable history of at least one full financial year. This means that locations affected by openings, closures or material refurbishments during the reporting period or comparison year are excluded.

Further explanation regarding the EBITDA key figure are included on page 330 of the Annual Report of METRO AG for the 2018/19 financial year.
(available at: https://www.metroag.de/mediacenter/publikationen)

As defined in Section III.5 of this Statement.

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Starting in mid-May, METRO recorded a continuously accelerating recovery in the development of sales the level of which by the end of June already reached the previous year's level.

While all markets in which METRO operates are affected by the COVID-19 pandemic, the effects on sales vary greatly. It turned out that the key factors in this respect were the duration and the scope of the official restrictions and the composition of the relevant country-specific customer group of METRO. In segments with a large HoReCa sales share, the restrictions imposed on restaurants and hotels have the most significant effects on business development. This is particularly true in Western Europe (excluding Germany) with a HoReCa sales share of 65% (in the 2018/19 financial year). In segments with a large SCO sales share, however, this customer group's increased frequency and demand is noticeably positive. This was noticeable, in particular, in Russia (with a share of 54% of the SCO sales in the 2018/19 financial year) and Germany (with a share of 41% of the SCO sales in the 2018/19 financial year).

Business development in the first six months of 2019/20

Overall, at Group level, the first half of 2019/20 was still largely unaffected by negative effects of the COVID-19 pandemic and closed with a positive like-for-like sales growth of 1.5% and an adjusted EBITDA7 at the previous year's level. In the second quarter of 2019/20, the growth in sales had increased even more as compared to the first quarter of 2019/20.

Particularly noteworthy for the first half of 2019/20 is the very good like-for-like sales development in Eastern Europe (excluding Russia) and Germany and also a further significantly improved trend in Russia. Total sales in local currency grew by 1.5% in the first half of 2019/20. Total sales of METRO rose by 2.0%, or EUR 269 million, to EUR 13.6 billion.

Sales	6M 2019/20		6M 2018/19		Change		Like-for-like
		(€ million)		(in local currency)

Germany		2,421	2,376		1.9%	1.9%
Western Europe (excl. Germany)		5,117		5,253		-2.6%		-2.5%
Russia		1,459		1,374		1.4%		0.9%
Eastern Europe (excl. Russia)		3,677		3,410		7.9%		7.8%
Asia		867		843		2.0%		1.8%
Others		14		29		-		-
METRO		13,555		13,286		1.5%		1.5%

Overview II.1.5.2/1: Sales development in the first six months of 2019/20 (continuing operations)

Adjusted EBITDA: EBITDA excluding transformation costs and earnings contributions from real estate transactions.

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Germany, Eastern Europe (excluding Russia), Russia and the Others segment showed a positive development with regard to adjusted EBITDA whereas the first government measures taken in the context of the COVID-19 pandemic already had negative effects in Western Europe (excluding Germany) and Asia. This particularly applies to countries and units that were affected at an earlier stage and/or more severely. The effects of the crisis were initially particularly noticeable in the Asian company, Classic Fine Foods, a delivery specialist in fine foods, and, in Europe, in Italy.

Adjusted EBITDA (in € million)	6M		6M		Change
		2019/20	2018/19


Germany		72		62		11
Western Europe (excl. Germany)		227		262		-34
Russia		124		117		8
Eastern Europe (excl. Russia)		181		175		6
Asia		11		26		-14
Others		42		20		22
Consolidation		1		0		2
METRO		659		660		-1

Overview II.1.5.2/2: EBITDA development in the first six months of 2019/20

(continuing operations)

Business development in the third quarter of 2019/20

The restrictions and limitations adopted in the context of combating the COVID-19 pandemic by the respective local and national regulatory authorities considerably affected the business development of METRO in the third quarter of the 2019/20 financial year. This applies, in particular, to lockdowns and the close-down of hotels and restaurants over an extended period of time.

At Group level, like-for-like sales decreased in the third quarter of 2019/20 by -17.5% and reported sales decreased by -19.8% to EUR 5.6 billion. In the third quarter of 2019/20, adjusted EBITDA was EUR 175 million (compared to EUR 373 million in the previous year). This decline in earnings is almost exclusively a result of the decline in sales in connection with the official restrictions and the change in consumer behaviour in response to the COVID-19 pandemic.

However, recovery of the operational business already began in the course of the third quarter with the result that approximately 95% of the sales of the previous year could be achieved already in the month of June. This trend improvement was generally possible because official restrictions were being lifted gradually in METRO's core markets. However, scope and speed of recovery clearly

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show that METRO performed significantly better, in particular, in Germany and Western Europe in the third quarter as compared to the relevant overall markets and competitors8.

Business development in the first nine months of 2019/20

Overall, in the first nine months of the 2019/20 financial year, METRO generated sales of EUR 19,123 million. This means a decline in local currency by -5.0% and a decline in sales in euro by -5.5%. In the wake of the COVID-19 pandemic, like-for-like sales decreased by -5.0% in 9M.

At segment level, the described influencing factors connected to the COVID-19 pandemic clearly made their mark also in the nine-month period. On a comparable basis, at -1.9%, Germany was only slightly below the previous year's level while Russia and Eastern Europe (excluding Russia) were able to report increases in sales of 2.5% and 2.4%, respectively, in the first nine months of the 2019/20 financial year. In the first nine months of the 2019/20 financial year, the very severe official restrictions and a high HoReCa share in the overall business resulted in a significant drop in sales of -13.0% and -5.2% in Western Europe (excluding Germany) and Asia, respectively, on a basis comparable to the previous year.

Sales	9M 2019/20	9M 2018/19	Change	Like-for-like
		(€ million)	(in local currency)

	Germany	3,514	3,581	-1.9%	-1.9%
	Western Europe (excl. Germany)	6,985	8,038	-13.1%		-13.0%
	Russia	2,104	2,044	3.0%		2.5%
	Eastern Europe (excl. Russia)	5,298	5,256	2.4%		2.4%
	Asia	1,197	1,270	-5.0%		-5.2%
	Others	25	36	-		-
	METRO	19,123	20,226	-5.0%		-5.0%

Overview II.1.5.2/3: Sales development in the first nine months of 2019/20

(continuing operations)

In the first nine months of the 2019/20 financial year, adjusted EBITDA was EUR 834 million. This corresponds to a decline in local currency of EUR -192 million, or -18.7%, compared to the same period in the previous year (previous year currency-adjusted: EUR 1,026 million; previous year: EUR 1,033 million) as a result of the sharp decline in sales. Moreover, in the first nine months of the 2019/20 financial year, earnings contributions from real estate transactions were

Sources: France: Market assessment by Food Service Vision based on independent market size.
Germany: Market assessment by npdgroup CREST Panel based on DWH (total out-of-home
consumption); approximately 12,000 participants). Italy: Market assessment based on combined estimates by, in particular, NPD, FEDERALBERGHI and ISTAT.

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achieved in the amount of EUR 3 million (previous year: EUR 66 million) and expenses for efficiency measures mainly attributable to personnel measures in the head offices were reported in the amount of EUR -46 million (previous year: EUR 0 million).

Adjusted EBITDA (in € million)	9M		9M		Change
		2019/20	2018/19


Germany		103		101		2
Western Europe (excl. Germany)		245		448		-203
Russia		177		177		0
Eastern Europe (excl. Russia)		256		271		-15
Asia		5		34		-29
Others		48		2		46
Consolidation		0		-1		1
METRO		834		1,033		-198
METRO (previous year in local currency)		834		1,026		-192

Overview II.1.5.2/4: EBITDA development in the first nine months of 2019/20

(continuing operations)

1.5.3 Sales development in the fourth quarter of 2019/20 and 2019/20 guidance9

The sales and EBITDA guidance for the entire year 2019/20 was withdrawn on 3 April 2020 in response to the global spread of the COVID-19 pandemic, the governmental restrictions imposed in this connection and their effects on business development. On 3 August 2020, in view of the significant recovery of the operational business since mid-May which was driven by a strong trend improvement in the HoReCa business, the Management Board of METRO AG issued the following outlook for the 2019/20 financial year:

For the 2019/20 financial year, METRO expects total sales and like-for-like sales to decline by 3.5% to 5% (9M 2019/20: -5.0%). For adjusted EBITDA, METRO expects a decline in local currency of approximately EUR 200 million to EUR 250 million (9M 2019/20: EUR -192 million) over the previous year. For Russia and Eastern Europe, significantly better developments with regard to sales and EBITDA are expected, while Western Europe and Asia are expected to be weaker than the group average for the 2019/20 financial year. Due to savings and other effects, the Others segment has a significantly positive effect on EBITDA adjusted.

Preliminary, unaudited figures.

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Upon expiry of the financial year and the publication of the trading statement on 14 October 2020, in the following, it is now possible to update the sales development using preliminary actual figures and to substantiate the EBITDA guidance:

At -0.5%, the like-for-like sales of METRO in the fourth quarter of 2019/20 were approximately at the level of the same quarter in the previous year. Germany with 2.7% growth in like-for-like sales, Russia with 8.2% and Eastern Europe (excluding Russia) with 2.0% had positive effects. Western Europe (excluding Germany) and Asia have shown a significantly better performance as compared to the third quarter 2019/20; at -3.6% and -12.2%, respectively, they were, however, still below the previous year's level.

Sales	Q4 2019/20	Q4 2018/19	Change	Like-for-like
		(€ billion)	(in local currency)

	Germany	1,2	1,2	2,7 %	2,7 %
	Western Europe (excl. Germany)	2,6	2,7	-3,5 %		-3,6 %
	Russia	0,5	0,6	8,4 %		8,2 %
	Eastern Europe (excl. Russia)	1,8	1,9	1,9 %		2,0 %
	Asia	0,3	0,4	-11,9 %		-12,2 %
	METRO	6,5	6,9	-0,6 %		-0,5 %

Overview II.1.5.3/1: Sales development in the fourth quarter of 2019/20

The growth in sales for the entire year is -3.9%(like-for-like) or -4.0% (total sales growth in local currency). Sales development is therefore at the upper end of the guidance range. As a result of unfavourable exchange rate developments in Eastern Europe, Russia and Asia, sales in euro decreased by -5.4% or EUR 1,450 million. In this context, the like-for-like sales development in Russia and Eastern Europe (excluding Russia) was positive (3.8% and 2.2%, respectively), in Germany it was roughly at the previous year's level (-0.8%) and in Western Europe (excluding Germany) and Asia it was clearly negative, mainly as a result of the effects of the COVID-19 pandemic (-10.6% and -7.0%, respectively).

Sales	FY 2019/20	FY 2018/19	Change	Like-for-like
		(€ billion)	(in local currency)

	Germany	4,7	4,7	-0,8 %	-0,8 %
	Western Europe (excl. Germany)	9,6	10,8	-10,7 %		-10,6 %
	Russia	2,6	2,7	4,2 %		3,8 %
	Eastern Europe (excl. Russia)	7,1	7,2	2,2 %		2,2 %
	Asia	1,5	1,7	-6,7 %		-7,0 %
	METRO	25,6	27,1	-4,0 %		-3,9 %

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Overview II.1.5.3/2: Sales development in financial year 2019/20

Based on the described sales development, METRO now expects the adjusted EBITDA in the past 2019/20 financial year to be at the upper end of the guidance range.

Additional notifications and reports of METRO are available on the Internet at https://www.metroag.de/en/media-centre/publications. It is expected that the 2019/20 annual report will be published on 14 December 2020.

1.5.4 Discontinued operations in the first nine months of 2019/20

In accordance with IFRS 5, the group units held for sales, i.e. METRO China and the hypermarket business, were recognised under discontinued operations until the relevant transaction was closed.

The agreement entered into by METRO AG and the Wumei Technology Group on 11 October 2019 to form a strategic partnership for the Chinese operations of METRO (METRO China) and the pertaining real properties was closed on 23 April 2020 after the usual merger control clearances and regulatory approvals had been obtained. This partnership includes the sale of METRO AG's entire indirect majority stake in METRO China to a subsidiary of the Wumei Technology Group for a company value (enterprise value, 100%) of approximately EUR 1.9 billion. The transaction resulted in a net cash proceeds of more than EUR 1.5 billion. METRO continues to hold an interest of approximately 20% in the activities of METRO China.

In February 2020, the notarised purchase contract between METRO and The SCP Group on the disposal of the hypermarket business with the related real estate was entered into. The disposal of the hypermarket business and significant portions of the real estate portfolio was completed upon closing in June 2020. In September 2020, five other real property locations were transferred. The transfer of the last real property location that forms part of the transaction is expected to be completed in the next few months. This transaction resulted in a total net cash flow of EUR 0.3 billion.

In 9M 2019/20, the result from remeasurement/disposal after tax amounted in total to EUR 239 million. Earnings per share from discontinued operations increased - inter alia, due to the completed sales - to EUR 1.45 in 9M 2019/20 (9M 2018/19: EUR 0.26). Furthermore, transaction proceeds in the total amount of EUR 1.9 billion contributed to the very substantial net debt reduction of METRO by EUR 1.8 billion over the previous year.

The development of the discontinued operations does not allow for a separate adequate comparison for the operating business with the previous year as METRO China is only included pro rata until

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22 April 2020 and the hypermarket business pro rata until 24 June 2020. Until these dates, sales developed noticeably above previous year's level at both METRO China and the hypermarket business.

1.6 Strategy of METRO

METRO successfully completed its transformation from conglomerate to a wholesale group in the past 2019/20 financial year by selling the Real sales line and a majority stake in METRO China. The transformation process was initiated already in 2012. Since then, METRO has disposed of, amongst others, Real's international business as well as Galeria Kaufhof and Media-Saturn. METRO continues to consistently pursue its strategy in order to strengthen its profile as a wholesaler.

The strategy pursued by METRO as a pure wholesale group is designed to identify and address the customers' current and future challenges in a permanently changing environment and to transform the customer relationship from a mere merchandise trade into a sustained and holistic partnership. To this end, METRO intends to expand the range of professional services and digital solutions it offers that assist its professional customers in successfully engaging in their business activities and in strengthening their competitiveness. This helps METRO to differentiate itself clearly from other wholesale groups.

The strategy of focussing on METRO Wholesale is intended to achieve long-term stable growth in (like-for-like) sales and earnings. The wholesale segment targets a very attractive industry, which is characterised, inter alia, by close customer relationships (when compared to the food retail industry), a high shopping frequency, large shopping baskets and a high degree of productivity at a significantly lower cost to serve.

In addition, the market potentials of the two core customer groups, HoReCa and Trader, are each substantial. The continuing trend towards increasing food consumption outside the home resulted in very high growth dynamics in the HoReCa segment over the past 10 years. The change in consumer behaviour is leading to an increase in out-of-home consumption and to a growing trend towards convenience solutions, from which the Traders customer group benefits.

The trend towards increased out-of-home consumption is currently interrupted by the COVID-19 pandemic. This is mainly a result of governmental restrictions imposed in order to curb the pandemic which to some extent significantly restrict the HoReCa customer group in performing its usual business activities. The Management Board and the Supervisory Board are convinced that the trend towards increased out-of-home consumption will continue unchanged after the pandemic has

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been fought successfully and that the growth dynamics in the HoReCa segment will return to a level similar to that prior to the pandemic.

For the core customer groups of HoReCa and Trader, METRO Wholesale intends to take a leading role as a product and service provider in line with the respective local market conditions. METRO Wholesale combines a wide network of modern wholesale stores with a delivery service (Food Service Distribution, FSD) and digital services such as an online ordering system. The country portfolio of METRO Wholesale is divided into core customer groups and regions and is regularly reviewed based not only on options to take a leading position in the local market but also on the attractiveness of the markets in question. Accordingly, potential portfolio adjustments made by METRO Wholesale in the form of acquisitions or divestments serve the purpose of implementing the strategy of being able to play a leading role in the respective markets.

Across all customer groups, the majority of METRO's customers are small and medium-sized companies and sole traders. One of the objectives of the strategy of METRO Wholesale is to strengthen the competitiveness of its customers - not only to make them and their business model more successful, but also with the aim of increasing customer retention over the long term. To this end, METRO wants to assist its customers in better mastering their business challenges by supplying or providing long-term solutions with superior added economic value.

METRO Wholesale consistently aligns its business model to customer value and strengthens its local organisations to establish a closer relationship with B2B customers. Depending on the main customer focus in the respective countries, METRO offers a tailored product range that matches the specific preferences and requirements of its customers. Gearing its products, services and sales channels to the local requirements allows METRO to exploit the local market opportunities in the best possible way.

Based on the business model, the local companies develop and implement their local strategies that are being translated into individual value creation plans that enable transformation and growth according to local conditions. The central holding functions support local value creation, in particular by providing assistance in dealing with administrative tasks. Based on the country- specific and locally generated value creation plans, METRO Wholesale has identified key major strategic value enhancers for its wholesale business:

The objective of METRO Wholesale is to leverage the full potential of its markets across all customer groups. For this purpose, wholesale stores are specifically tailored to the different customer groups and their respective needs.

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METRO Wholesale plans to continue to expand its delivery business (Food Service Distribution). The delivery channel is an attractive complement to our core business of the wholesale stores. Delivery is the most important procurement channel for HoReCa customers in most countries.
METRO Wholesale intends to expand the trader franchising model in countries such as Poland, Romania and Russia. METRO Wholesale operates in this respect like a franchisor with its own brand identity. It provides products and offers additional services to the participating independent grocery stores, such as training courses and assortment consultancy.
METRO Wholesale's goal is to convince with focussing explicitly on the customer. For this purpose, METRO Wholesale measures customer satisfaction on a regular basis and uses the results to continuously improve the value proposition, e.g. by adapting the assortment, by a pricing policy targeted at large customers and by a co-ordinated range of services.
METRO Wholesale plans to increase its operational capacity to further reduce its cost base. It intends to accomplish this, first, by utilising synergies within the group. Second, METRO Wholesale aims at realising cost benefits by engaging in strategic co-operations with international retail and wholesale companies, e.g. through international procurement alliances.

METRO Wholesale sees itself as a solutions partner that offers its customers access to innovative applications and attractive services. Building on its successful core business, METRO is expanding its offering and business model as part of its strategic Wholesale 360 approach. The Wholesale 360 approach provides solutions with added economic value for customers from six subject areas: solution-oriented products, consulting, digital tools, services, marketplace and equipment.

The company "Hospitality Digital" (HD) offers customers from the hospitality industry convenient access to digital solutions, such as free services for creating a website, online reservation systems or efficient personnel management systems. In addition, applications such as the "Menu-Kit" and the "Gastro-Cockpit" are available for optimising the respective operation. These applications offer commercial added value and will be used to expand existing customer relationships and to attract new customers. In addition, METRO Wholesale offers access to additional offerings such as financial services in selected countries.

Digitalisation represents an important strategic growth area and an investment into METRO's future. The Group's own IT subsidiary "METRO-NOM" assists in the digital transformation of

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METRO and develops IT solutions for METRO Cash & Carry and customer contact points. This includes, for example, the M|SHOP customer platform and the METRO Companion shopping app.

With "METRO Markets", METRO has been operating an online marketplace in Germany since September 2019 which addresses, in particular, HoReCa wholesale customers. An international roll-out of the marketplace is currently being prepared.

METRO Wholesale entered into a cooperation with Pentagast, Germany's largest association of hospitality and canteen kitchen suppliers. The cooperation gives hospitality industry customers the opportunity to obtain professional devices on favourable terms. Furthermore, the cooperation allows METRO Wholesale to reach further potential customers.

The focus on professional customers in the HoReCa and the Trader segments in combination with a strong localisation of the business models is the basis for the continuous growth on a like-for-like basis and the continuous increase of the growth dynamics. The expansion of the offering of digital solutions and value-added services for professional customers is intended to increase this dynamic growth further.

METRO is strongly committed to promoting the success and satisfaction of its more than 16 million customers worldwide, and does so in a responsible manner. For more than 20 years, METRO has been pursuing a sustainable development of all corporate processes, in its own operations as well as in the supply chains. The Company also has a clear self-commitment to halve its CO2 emissions by 2030. Sustainability is not merely an established part of METRO's business model, but also an absolutely essential part of the wholesale group's strategy for the future as regards the issues of availability of resources, talent acquisition and management as well as customer demand and regulatory aspects.

2. Bidder

The Management Board and the Supervisory Board obtained the following information concerning the Bidder from the Offer Document unless another source is stated.

2.1 Legal bases and shareholder structure of the Bidder

According to the statements in Section 6.1 of the Offer Document, the Bidder, EP Global Commerce GmbH, is a limited liability company (Gesellschaft mit beschränkter Haftung) established under German law, with registered office in Grünwald, Germany, and registered in the commercial register (Handelsregister) of the Local Court (Amtsgericht) of Munich under HRB 241623. Since its formation, the Bidder has been serving as a holding company for the acquisition, holding and management of its participation in METRO AG. According to an

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amendment to the articles of association registered with the commercial register after the publication of the Offer, the Bidder's financial year commences on 15 October and ends on 14 October of the following year. The financial year from 1 January 2020 to 14 October 2020 is a short financial year. The Bidder's managing directors are Daniel Křetínský, Marek Spurný and Pavel Horský. At the time of the publication of the Offer Document, the Bidder did not hold any participation in other legal entities and had no employees, except for the participation in METRO AG.

The corporate purpose of the Bidder is the acquisition, holding and management of participations in other companies of any kind. This excludes any engagement in banking transactions or financial services requiring a licence under the German Banking Act (Gesetz über das Kreditwesen) and the German Capital Investment Code (Kapitalanlagegesetzbuch).

The Bidder's share capital amounts to EUR 25,000, which is divided into 25,000 shares with a nominal amount of EUR 1.00 each. The following companies and persons directly or indirectly hold shares in the Bidder (the "Bidder Shareholders").

Shareholder structure of the Bidder at the time of the publication of the Offer Document
The Bidder included an overview of the shareholder structure of the Bidder at the time of the publication of the Offer as annex 1, part 1 to the Offer Document:
- At the time of the publication of the Offer Document, the sole shareholder of EP Global Commerce GmbH was EP Global Commerce a.s., a stock corporation (akciová společnost) under Czech law with registered office in Prague, Czech Republic, and registered with the commercial register of the city court of Prague, division B, docket 21517, under identification number 05006350.
- At the time of the publication of the Offer Document, the shareholders of EP Global Commerce a.s. are Daniel Křetínský with a shareholding of 53% and Bermon94 a.s., a stock corporation (akciová společnost) under Czech law with registered office in Prague, Czech Republic, and registered with the commercial register of the city court of Prague, division B, docket 23574, under identification number 07234660 with a shareholding of 47%. The sole shareholder of Bermon94 a.s. is Patrik Tkáč.
Changes to the Bidder's shareholder structure prior to the consummation of the Offer
In Section 6.3 of the Offer Document, the Bidder announced that it intended to change the shareholder structure of the Bidder prior to the consummation of the Offer by way of intra-group contributions, two intra-group mergers and one intra-group transfer. According to an

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announcement published by the Bidder on 6 October 2020, some of these changes have already been implemented. Annex 1, part 2 to the Offer Document shows the target structure:

According to an announcement by the Bidder pursuant to Sec. 23 (2) WpÜG of 6 October 2020, the shares still held in the Bidder by EP Global Commerce a.s. at the time of the publication of the Offer Document were contributed successively and in each case without consideration into the free capital reserves of the following limited liability companies established under the laws of Germany with their corporate seats in Grünwald, Germany: first, to EP Global Commerce III GmbH (Local Court of Munich, HRB 246647); then, from the latter to EP Global Commerce IV GmbH (Local Court of Munich, HRB 247010) and, finally, from the latter to EP Global Commerce VII GmbH (Local Court of Munich, HRB 258787).
Thereafter, according to the information provided by the Bidder in the Offer Document, it is first intended to merge EP Global Commerce V GmbH (Local Court of Munich, HRB 249225), a limited liability company established under the laws of Germany with corporate seat in Grünwald, Germany, into its subsidiary, EP Global Commerce VII GmbH. It is then intended to merge EP Global Commerce VI GmbH (Local Court of Munich, HRB 249468), a limited liability company established under the laws of Germany with its corporate seat in Grünwald, Germany, into the Bidder, which - at that time - would be its sister company. The transferring entities of the two mergers are the two companies that, according to the information provided by the Bidder in Section 6.6 of the Offer Document, hold cash-settled total return equity swaps which relate to an underlying overall number of 18,006,007 METRO Ordinary Shares, corresponding to approximately 4.99% of the voting rights and approximately 4.96% of the share capital of METRO AG (see, in this regard, also Section II.3.1 of this Statement).
Finally, Daniel Křetínský is considering - according to the information provided in the Offer Document - to transfer his shareholding in EP Global Commerce a.s. to EP Corporate Group a.s., a stock corporation (akciová společnost) established under Czech law, with its corporate seat in Prague, Czech Republic, and registered with the commercial register of the city court of Prague, division B, docket 24846, under identification number 08649197. Bermon94 a.s. is also considering - according to the information provided in the Offer Document - to transfer approximately 3% of its shareholding in EP Global Commerce a.s. to EP Corporate Group a.s. This would result in Bermon94 a.s. having a shareholding of approximately 44% and EP Corporate Group a shareholding of approximately 56% in EP Global Commerce a.s. The sole shareholders of EP Corporate Group a.s. would then be (i) Daniel Křetínský with a share of approximately 89% and

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various managers of the group of companies led by Energetický a průmyslový holding a.s. with a non-controlling overall share of approximately 11%.

Besides the changes announced by the Bidder pursuant to Sec. 23 (2) WpÜG, the Management Board and the Supervisory Board have no information as to the status of the implementation of the announced changes. The Management Board and the Supervisory Board point to the fact that the documents on file with the commercial register for the Bidder include a deed of 5 October 2020, according to which the Bidder as the pledged company, EP Global Commerce VII GmbH as the direct shareholder of the Bidder and Credit Suisse International as security agent have entered into a confirmation and junior ranking share pledge agreement regarding the shares in the Bidder. The Management Board and the Supervisory Board are unable to assess this matter in any detail as the agreement has not been made available to them.

2.4 Shareholders controlling the Bidder

According to the information in Section 6.4 of the Offer Document, Daniel Křetínský and Patrik Tkáč (the "Investors") do not jointly control the Bidder and there is neither a legal arrangement nor a factual understanding which provides Patrik Tkáč with veto rights or any other form of direct or indirect control with regard to the Bidder, EP Global Commerce a.s. and/or the Offer. Daniel Křetínský - according to the information provided in the Offer Document - solely controls the Bidder, EP Global Commerce III GmbH, EP Global Commerce IV GmbH and EP Global Commerce VII GmbH. The Offer Document states, however, that the Investors are coordinating their behaviour with respect to the exercise of the voting rights under METRO Shares and therefore qualify as persons acting jointly within the meaning of Sec. 30 (2) WpÜG. Daniel Křetínský, together with the companies controlled by him which are direct or indirect shareholders of the Bidder, are hereinafter referred to as the "Bidder Parent Shareholders". Section 6.4.1 of the Offer Document contains more detailed information regarding Daniel Křetínský and Section 6.4.2 of the Offer Document contains more detailed information regarding Patrik Tkáč.

3. Shares held in METRO AG by the Bidder and persons acting jointly with the Bidder; attribution of voting rights and information about securities acquisitions

3.1 Shares held in METRO AG by the Bidder and by persons acting jointly with the Bidder and attribution of voting rights

According to the information provided by the Bidder in Section 6.6 of the Offer Document, at the time of the publication of the Offer Document, the Bidder directly held 108,036,519 METRO Ordinary Shares, corresponding to a share of approximately 29.99% of the voting rights and approximately 29.75% of the share capital of METRO AG, and also 267,796 METRO Preference

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Shares, corresponding to a share of approximately 9% of the METRO Preference Shares and approximately 0.07% of the share capital of METRO AG.

METRO Shares held by the Bidder are to be attributed to the Bidder Parent Companies in accordance with Sec. 30 (1) sentence 1 no 1 and sentence 3 WpÜG. These METRO Shares will be attributed to Patrik Tkáč in accordance with Sec. 30 (2) WpÜG.

According to the statements of the Bidder in the Offer Document, at the time of the publication of the Offer Document, apart from these holdings, neither the Bidder nor persons acting jointly with the Bidder within the meaning of Sec. 2 (5) WpÜG nor their subsidiaries held METRO Shares or voting rights from METRO Shares and no voting rights from METRO Shares are to be attributed to them under Sec. 30 WpÜG. With respect to the persons acting jointly with the Bidder, reference is made to Section 6.5 and annex 2 of the Offer Document.

According to the information provided by the Bidder in Section 6.6 of the Offer Document, at the time of the publication of the Offer Document, EP Global Commerce V GmbH and EP Global Commerce VI GmbH, both persons acting jointly with the Bidder within the meaning of Sec. 2 (5) sentences 1 and 3 WpÜG, hold cash-settled total return equity swaps relating to an underlying overall number of 18,006,007 METRO Ordinary Shares, corresponding to approximately 4.99% of the voting rights and approximately 4.96% of the share capital of METRO AG, which qualify as financial instruments pursuant to Sec. 38 WpHG and which are indirectly held by the Bidder Parent Shareholders. The Bidder makes no statements in the Offer Document as to the counterparties and the date on which the total return equity swaps were created or their conditions, duration and options for termination, all of which would be necessary in order to be able to assess these transactions more thoroughly. While the Bidder points out in Section 6.6 of the Offer Document that the total return equity swaps are "cash-settled" swaps, the Management Board and the Supervisory Board point out that this kind of transactions in fact often only formally provide for cash payments and that these transactions - due to their inherent incentive structures - are often ultimately settled by way of physical delivery of shares instead of cash payment. This is why the current legal definition of financial instruments in Sec. 38 WpHG covers these transactions. Without knowing any details regarding the total return equity swaps, it seems to be possible that these swaps are settled by physical delivery of shares by the end of the Additional Acceptance Period into the Offer or, at any time, outside of the Offer. METRO Shareholders should therefore take into consideration that it is possible that, irrespective of the acceptance of the Offer by METRO Shareholders, the Bidder and the persons acting jointly with the Bidder will, together with the shares held by the Bidder, achieve a holding of approximately 34.99% of the METRO Ordinary Shares.

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The Management Board and the Supervisory Board point out that the Bidder itself did not notify, before the publication of the Offer, the total return equity swaps as financial instruments that are attributable to the Bidder pursuant to Sec. 39 WpHG in addition to the METRO Ordinary Shares held by it. According to Section 6.5 of the Offer Document, the Bidder obviously does not consider the structure of the total return equity swaps to be a concerted action coordinated with it with regard to the acquisition of METRO Shares, despite the fact that (i) the managing directors (Geschäftsführer) of EP Global Commerce GmbH, EP Global Commerce V GmbH and EP Global Commerce VI GmbH registered in the commercial register at the time of the publication of the Offer Document are identical (personenidentisch), (ii) EP Global Commerce VI GmbH was the bidder of the Previous Offer and (iii) according to Section 6.3 of the Offer Document, it is intended to merge EP Global Commerce VI GmbH into the Bidder and to merge EP Global Commerce V GmbH into EP Global Commerce VII GmbH, i.e. the future sole shareholder of the Bidder. Currently, the Management Board and the Supervisory Board cannot conclusively assess this. Such an assessment will be required at the latest, however, when rights attached to the relevant METRO Ordinary Shares are to be exercised.

According to the information provided by the Bidder in the Offer Document, apart from the foregoing, neither the Bidder nor persons acting jointly with the Bidder within the meaning of Sec. 2 (5) WpÜG nor their subsidiaries hold any direct or indirect financial instruments or voting rights to be notified with respect to METRO AG pursuant to Secs. 38 and 39 WpHG.

3.2 Information about securities acquisitions

According to the information stated by the Bidder in Section 6.7 of the Offer Document, in the period beginning six months before the publication of the decision to launch the Offer (13 September 2020) and lasting until the date of the publication of the Offer Document (1 October 2020), the Bidder and persons acting jointly with the Bidder within the meaning of Sec. 2 (5) WpÜG acquired 5,893 METRO Ordinary Shares, corresponding to approximately 0.002% of the voting rights and approximately 0.002% of the share capital of METRO AG at a price of EUR 8.48 per share via the stock exchange. Closing (dinglicher Vollzug) of this acquisition occurred on 1 September 2020.

In addition, according to the information stated by the Bidder in Section 6.7 of the Offer Document, in the period beginning six months before the publication of the decision to launch the Offer and lasting until the date of the publication of the Offer Document (1 October 2020), neither the Bidder nor any persons acting jointly with the Bidder within the meaning of Sec. 2 (5) WpÜG nor their respective subsidiaries acquired METRO Shares or entered into agreements on the acquisition of METRO Shares.

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4. Possible parallel acquisitions

In Sections 1.2 and 6.8 of the Offer Document, the Bidder reserves the right to acquire additional METRO Shares outside of the Offer. The Management Board and the Supervisory Board point out that an acquisition of METRO Shares outside of the Offer may also lead to the Bidder gaining control over METRO AG "based on a takeover offer" within the meaning of Sec. 35 (3) WpÜG which would result in the Bidder being under no obligation to launch a mandatory offer (cf., in this regard, also Section 19 of the Offer Document).

INFORMATION ABOUT THE OFFER
Except as stated otherwise, the following section summarises certain selected information regarding the Offer which has been taken from the Offer Document or from publications made by the Bidder:

Execution of the Offer
In accordance with Sec. 29 (1) WpÜG, the Offer is implemented by the Bidder in the form of a voluntary public takeover offer (cash offer) for the acquisition of all METRO Ordinary Shares and all METRO Preference Shares. The Offer is implemented as a takeover offer under German law, in particular in accordance with the WpÜG and the Regulation Pertaining to the Content of the Offer Document, the Consideration in the Event of Takeover Offers and Mandatory Offers and the Release from the Obligation to Publish and to Make an Offer (WpÜG-Angebotsverordnung) ("WpÜG Offer Regulation") and certain applicable securities law provisions of the USA (cf., in this regard, Section 1.1 of the Offer Document).
Publication of the decision to launch the Offer
The Bidder published its decision to launch the Offer pursuant to Sec. 10 (1) sentence 1 and (3) sentence 1 WpÜG on 13 September 2020. This publication is available on the Internet at

https://www.epglobalcommerce.com

3. Review by BaFin and publication of the Offer Document

According to the Bidder, the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, "BaFin") has reviewed the German version of the Offer Document in accordance with German law and permitted its publication on 1 October 2020. The Bidder states in the Offer Document that no registrations, authorisations or approvals of the Offer Document and/or the Offer have been granted or are intended to be applied for under any law other than the law of the Federal Republic of Germany.

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The Offer Document was published by the Bidder on 1 October 2020 by way of (i) announcement on the internet at https://www.epglobalcommerce.com and (ii) keeping available copies of the Offer Document at BNP Paribas Securities Services S.C.A., Frankfurt branch, Europa-Allee 12, 60327 Frankfurt a.M., Germany, (requests by telefax to +49 69 1520 5277 or email to frankfurt.gct.operations@bnpparibas.com) for distribution free of charge. The notification (i) that copies of the Offer Document are available free of charge in the Federal Republic of Germany and

(ii) as to the internet address at which the publication of the Offer Document occurs was published on 1 October 2020 in the German Federal Gazette. Furthermore, a non-binding English translation of the Offer Document, which has not been reviewed by BaFin, was published at the aforementioned internet address on 1 October 2020.
Acceptance of the Offer outside the Federal Republic of Germany
The Bidder also explains in Section 1.6 of the Offer Document that the acceptance of the Offer outside the Federal Republic of Germany, the Member States of the European Union, the European Economic Area or the USA may be subject to certain legal restrictions. METRO Shareholders that come into possession of the Offer Document outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area or the USA, that wish to accept the Offer outside the Federal Republic of Germany, the Member States of the European Union and of the European Economic Area or the USA and/or that are subject to statutory provisions other than those of the Federal Republic of Germany, of the Member States of the European Union and the European Economic Area or of the USA are advised by the Bidder to inform themselves of and to comply with the relevant applicable statutory provisions and, if necessary, to retain advice in this respect. The Bidder points out that it does not guarantee that the acceptance of the Offer outside the Federal Republic of Germany, the Member States of the European Union and of the European Economic Area and also the USA is permissible under the relevant applicable statutory provisions.
Background of the Offer and review by the Management Board, the Supervisory Board and the takeover committee (Übernahmeausschuss)
In 2018, it became public knowledge that the companies controlled by the Bidder Parent Shareholders had started to build a shareholding in METRO AG. By 6 November 2019, the Bidder had built a shareholding of approximately 29.99% of the METRO Ordinary Shares by way of acquisitions effected on and off the stock exchange; by 1 September 2020, the Bidder had increased that shareholding to two METRO Ordinary Shares below 30% of the METRO Ordinary Shares.
As early as on 10 July 2019, EP Global Commerce VI GmbH, a person acting jointly with the Bidder within the meaning of Sec. 2 (5) WpÜG, issued a voluntary public takeover offer with an

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offer price of EUR 16.00 per METRO Ordinary Share (the "Previous Offer"). The Previous Offer failed because the acceptance rate was far below the minimum acceptance threshold of 67.5% of the METRO Ordinary Shares stipulated in the takeover offer. According to an EP Global Commerce VI GmbH notification from 9 August 2019, the METRO Ordinary Shares counting towards the minimum acceptance threshold only summed up to an approximate 41.70% by the end of the Acceptance Period. Since then, the Management Board and the Chairman of the Supervisory Board have met a few times with Daniel Křetínský. These meetings only concerned publicly available information. Since the 2020 Annual General Meeting, Marco Arcelli, CEO (chairman of the executive management body) of EP Global Commerce a.s., Prague, Czech Republic, a person acting jointly with the Bidder within the meaning of Sec. 2 (5) WpÜG, is a member of the Supervisory Board of METRO AG.

On 13 September 2020, the Bidder publicly announced the current renewed 1 October 2020 public takeover offer. In its Offer, the Bidder offers merely the statutory minimum price for both the METRO Ordinary Shares and the METRO Preference Shares. Due to the fact that, in the case at hand, the statutory minimum offer price was determined solely based on certain weighted average stock exchange prices and a pre-acquisition of METRO Ordinary Shares via the stock exchange (cf., in this regard, Section IV.2 of this Statement), the Bidder was able to limit the offer to EUR 8.48 per METRO Ordinary Share and EUR 8.89 per METRO Preference Share. For comparison: The closing price in the XETRA trading system of the Frankfurt Stock Exchange on 11 September 2020, i.e. the last stock exchange trading day prior to the announcement of the Offer, was EUR 8.32 for the METRO Ordinary Shares and EUR 8.60 for the METRO Preference Shares (source: Bloomberg) and was therefore in each case roughly at the same level as the Offer Prices. Also on 13 September 2020, the Bidder published a press release according to which the Bidder "by its voluntary public takeover offer, [...] aims to increase its investment in METRO AG above 30 percent to give itself more flexibility in the future and without having to make a mandatory takeover offer." Furthermore, it is stated in the press release that the Bidder "does not expect to hold more than 50 percent of the voting rights following settlement of the takeover offer".

The Offer is therefore a so-called "low ball offer". The term "low ball offer" refers to a scenario in which a bidder holding a voting share of just under 30% exceeds the threshold of 30% by way of a voluntary public takeover offer with a low offer price or even only with the statutory minimum offer price. If a bidder thereby gains control over a target company (Sec. 29 (2) WpÜG), it is not obligated to launch a mandatory offer pursuant to Sec. 35 (3) WpÜG. In this case, the bidder is - in accordance with applicable German takeover law - under no obligation to make a mandatory offer even if it continues to increase its investment in the target company at a later point in time. In this regard, German takeover law differs from the rules in certain other jurisdictions which internationally active METRO Shareholders might be accustomed to.

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According to the publications already made by the Bidder pursuant to Sec. 23 (1) sentence 1 no 1 WpÜG, at the time of the publication of this Statement, the Offer has already been accepted for more than two METRO Ordinary Shares, which means that, upon consummation of the Offer, the Bidder would hold more than 30% of the voting rights in METRO AG and would therefore gain control within the meaning of Sec. 29 (2) sentence 1 WpÜG.

Due to the fact that the Bidder would exceed the threshold of 30% of the voting rights upon consummation of the Offer, it may acquire in the future blocks of shares from other shareholders with a premium without being required to pay the same premium to all other shareholders. It is only during the period of one year after the publication of the preliminary result of the Offer following the expiry of the Acceptance Period pursuant to Sec. 23 (1) sentence 1 no 2 WpÜG that the Bidder, upon acquiring METRO Shares off the stock exchange, would be obliged under Sec. 31 (5) sentence 1 WpÜG to pay to the shareholders who accepted the Offer the difference to any higher consideration that it has granted for the acquisition of METRO Shares of the relevant class. For the METRO Shareholders, a low ball offer ultimately means that the Bidder may gain control over METRO AG and expand such control without ever being under the obligation to grant a takeover and/or control premium to all of the shareholders. For more information about the Bidder's options to control METRO AG within the meaning of Sec. 17 (1) AktG already with a holding of less than 50% of the METRO Ordinary Shares but a de facto majority in General Meeting, see Section VI.2 of this Statement.

As a precautionary measure, the Management Board and the Supervisory Board have already contemplated potential offer scenarios in detail before the publication of the Offer. In this context, the Management Board has discussed potential offer scenarios with its legal and financial advisers. The Supervisory Board has obtained a report concerning this matter from the Management Board. After the Bidder had increased its investment to 29.99% and the stock exchange prices of the METRO Shares had fallen after the occurrence of the COVID-19 pandemic, such a low ball offer was one of the possible scenarios considered.

On 14 September 2020, METRO AG published a press release in which the Management Board stated that it firmly believed that the Offer substantially undervalued the company. The Management Board, with the support of the Supervisory Board, continues to pursue the course of transforming the wholesale and food specialist METRO and effectively positioning it in the changing market environment in order to achieve sustainable and long-term value creation.

The Supervisory Board has been continually dealing with the published Offer and the Chairman of the Supervisory Board has had continual contact with the Chairman of the Management Board regarding the Offer. In addition, for the duration of the takeover process, the takeover committee with equal representation (paritätisch zusammengesetzt), which was established already at the time

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of the Previous Offer, was reinstated by the Supervisory Board; that committee has been dealing continually and in various meetings with the takeover process and specifically with the Offer. The takeover committee now comprises Jürgen Steinemann (chairman), Stefanie Blaser, Professor Dr Edgar Ernst, Michael Heider, Xaver Schiller and Alexandra Soto. The Supervisory Board as a whole was informed about the takeover process and about the work of the takeover committee.

On 15 October 2020, concluding meetings of the Management Board, the takeover committee and the Supervisory Board were held in Düsseldorf, in which the valuation and the Opinions prepared by the respective advising investment banks, Bank of America Merrill Lynch International Designated Activity Company, Frankfurt a.M., Germany, ("BofA Securities"), Goldman Sachs International, London, United Kingdom ("Goldman Sachs") and Rothschild & Co Deutschland GmbH, Frankfurt a.M., Germany ("Rothschild & Co") (cf., in this regard, Section IV.3 of this Statement), were explained in detail and discussed with the financial and legal advisers. The Management Board and the Supervisory Board resolved that they do notrecommend the METRO Shareholders to accept the Offer.

6. Main details of the Offer

Offer Prices
In accordance with the terms and conditions set out in the Offer Document, the Bidder offers to the METRO Shareholders to acquire their METRO Ordinary Shares at the Ordinary Share Offer Price of EUR 8.48 per METRO Ordinary Share and their METRO Preference Shares at the Preference Share Offer Price of EUR 8.89 per METRO Preference Share.
Acceptance Period and Additional Acceptance Period
The period for acceptance of the Offer started upon the publication of the Offer Document on 1 October 2020 and will end on 29 October 2020, 24:00 hrs (Frankfurt am Main, Germany, local time) / 19:00 hrs (New York, USA, local time) ("Acceptance Period"). Information regarding a possible extension of the Acceptance Period is set out in Section 5.2 of the Offer Document.
METRO Shareholders that have not accepted the Offer within the Acceptance Period may still accept the Offer within two weeks after publication of the results of the Offer by the Bidder pursuant to Sec. 23 (1) sentence 1 no 2 WpÜG ("Additional Acceptance Period") provided none of the Offer Conditions set out in Section 12.1 of the Offer Document has definitively not occurred by expiry of the Acceptance Period and the Bidder has not previously validly waived such Offer Condition. As stated in the Offer Document, the Additional Acceptance Period will presumably begin on 4 November 2020 and end on 17 November 2020, 24:00 hrs (Frankfurt a.M., Germany, local time / 18:00 hrs (New York, USA, local time). After the expiry of the Additional Acceptance

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Period, the Offer can, in principle, no longer be accepted (regarding the special situation in which the Bidder's shareholding in METRO AG reaches or exceeds the threshold of at least 95% of METRO AG's voting share capital or at least 95% of METRO AG's total share capital, see Section 16(d) of the Offer Document).

Rights of withdrawal
In Section 17.1 of the Offer Document, the Bidder describes the rights of withdrawal of the shareholders that have accepted the Offer in the event that the Offer is amended or in the event of Competing Offers. The Bidder describes the further details regarding the rights of withdrawal, their exercise and the consequences of their exercise in Sections 17.1 and 17.2 of the Offer Document.
Offer Conditions
According to Section 12 of the Offer Document, the following conditions (referred to jointly as the "Offer Conditions" or individually as an "Offer Condition") will apply to the consummation of the Offer and to the agreements that will be entered into upon acceptance of the Offer. This Statement only contains a summary of the Offer Conditions; a full description of the Offer Conditions is set out in Section 12 of the Offer Document:
1. merger control clearances by the European Commission and/or by other Member States of the European Union, by Russia, by Serbia, by Turkey and by Ukraine no later than 27 January 2021 ("Merger Control Clearance");
2. foreign investment control approvals by the French Ministry of the Economy and Finance and the Italian government no later than 27 January 2021 ("Foreign Investment Control Approval");
3. no suspension of trading of the METRO Shares at the Frankfurt Stock Exchange and no closing quotation of DAX below the threshold level of 10,232.20 points, in each case on more than three consecutive trading days;
4. no ad-hoc notice of insolvency of METRO AG until expiry of the Acceptance Period.

On 7 October 2020, the Bidder announced that the offer condition set forth in Section 12.1.2(b) of the Offer Document (i.e. the foreign investment control approval to be granted by the Italian government) has been fulfilled because the competent authority in Italy informed the Bidder that no investment control procedure is to be carried out in Italy.

For further details on the Offer Conditions, particularly relating to possible waivers by the Bidder, the consequences of any such waiver, and the consequences in the event of non-fulfilment of Offer

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Conditions and the consequences in case the Offer expires, see Section 12.2 of the Offer Document.

Stock-exchangetrading in Tendered METRO Shares
According to Section 13.8 of the Offer Document, the Bidder intends to make the METRO Ordinary Shares tendered for sale (the "Tendered METRO Ordinary Shares") tradable under ISIN DE000BFB0V12 and the METRO Preference Shares tendered for sale (the "Tendered METRO Preference Shares", together with the Tendered METRO Ordinary Shares, the "Tendered METRO Shares")) tradable under ISIN DE000BFB0V20, starting on the third stock exchange trading day after the commencement of the Acceptance Period. For further details regarding trading of the Tendered METRO Shares on the stock exchange, reference is made to Section 13.8 of the Offer Document.
Holders of METRO ADRs
The Bidder points out that METRO ADRs may not be tendered into the Offer and that holders of METRO ADRs may accept the Offer only after having exchanged their METRO ADRs for METRO Shares. The Bidder has set out further information for holders of METRO ADRs in Sections 4 and 13.9 of the Offer Document.
Publications
In Section 21, the Offer Document contains information as to which publications may be made by the Bidder in connection with the Offer and where these publications may be obtained. With regard to publications on consummation conditions, cf. also Section 12.3 of the Offer Document.

7. Financing of the Offer

According to Section 14.2 of the Offer Document, the Bidder has taken the measures necessary to ensure that the funds required for complete fulfilment of the Offer will be available to it in due time. According to information provided by the Bidder, the maximum costs for the Offer (including fulfilment of the payment obligations under the Offer and transaction costs) amount to EUR 2,263,754,279.85. In addition to an equity funding in the total amount of EUR 810 million, the Bidder entered into two debt financing options (external financing arrangements) whose probability of exercise depends, according to the information provided by the Bidder, on the acceptance rate of the Offer:

According to information provided by the Bidder, "External Financing 1" consists of (i) a EUR 330 million senior secured term loan facility, and (ii) a EUR 400 million senior

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secured term loan facility, each of which may be used by the Bidder to finance the acquisitions of METRO Shares.

According to information provided by the Bidder, "External Financing 2" consists of (i) a EUR 1.4 billion senior secured term loan facility, (ii) a EUR 1 billion senior secured term loan facility, and (iii) a EUR 1 billion senior secured multi-currency revolving facility. The External Financing 2 may be used to finance the acquisition of the METRO Shares to be acquired under the Offer, to refinance any existing financing agreements of the Bidder, to refinance any existing credit lines of METRO AG whether becoming due under change of control clauses or otherwise, and to satisfy the transaction costs. The revolving facility being part of the External Financing 2 could also be used by METRO AG or certain METRO Companies.

Further information on the financing measures are described by the Bidder in Section 14.2 of the Offer Document.

According to information given by the Bidder in Section 14.3 of the Offer Document, in addition, Credit Suisse (Deutschland) Aktiengesellschaft, with its registered office in Frankfurt a.M., Germany ("Credit Suisse") has confirmed in accordance with Sec. 13 (1) sentence 2 WpÜG that the Bidder has taken the necessary measures in order to ensure that the funds required for complete fulfilment of the Offer will be available to it on the due date of the claim for payment of the consideration for the Offer. The financing confirmation of 24 September 2020 is attached to the Offer Document as annex 4. The Management Board and the Supervisory Board have no reason to doubt the correctness of the financing confirmation issued by Credit Suisse.

In light of the fact that the Offer aims at increasing the stake of the Bidder in METRO above 30% of the METRO Ordinary Shares and that the Bidder itself does not expect to hold more than 50% of the METRO Ordinary Shares after consummation of the Offer, the statements regarding the financing of the Offer are consistent from the point of view of the Management Board and the Supervisory Board.

8. Decisiveness of the Offer Document

For further information and details regarding the Offer (especially details regarding the Offer Conditions, the Acceptance Periods, the acceptance and execution modalities and the statutory rights of withdrawal), the METRO Shareholders are referred to the statements in the Offer Document. Unless otherwise stated, the information above merely summarises some of the information contained in the Offer Document. Therefore, the description of the Offer in this Statement does not purport to be complete and, for an assessment of the Bidder's Offer, the

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Statement should be read together with the Offer Document. As regards the terms and conditions of the Offer and its implementation, only the provisions of the Offer Document are relevant. It is the responsibility of each METRO Shareholder to take note of the Offer Document, and, if required, to take all necessary measures.

IV. TYPE AND AMOUNT OF THE CONSIDERATION OFFERED

Type and amount of the consideration
The Bidder is offering an offer price, i.e. consideration within the meaning of Sec. 27 (1) sentence 2 no 1 WpÜG, in an amount of EUR 8.48 per METRO Ordinary Share (Ordinary Share Offer Price) and EUR 8.89 per METRO Preference Share (Preference Share Offer Price).
Statement on the minimum price determined by statute
The Offer Prices for the METRO Ordinary Shares and the METRO Preference Shares must each correspond to the provisions on the minimum price as set forth in Sec. 31 (1) WpÜG and Secs. 4 and 5 of the WpÜG Offer Regulation; the minimum price is determined based on the higher of the following two threshold values and, in accordance with Sec. 3 sentence 3 of the WpÜG Offer Regulation, must be calculated separately for the METRO Ordinary Shares and the METRO Preference Shares:
- In accordance with Sec. 5 of the WpÜG Offer Regulation, the consideration for purposes of Sec. 27 (1) sentence 2 no 1 WpÜG must - in the event of a takeover offer pursuant to Secs. 29 et seqq. WpÜG - be at least equivalent to the volume-weighted average domestic stock exchange price of the METRO Shares of the respective class of shares over the period of the last three months prior to the publication of the Bidder's decision to launch the Offer ("Three-MonthAverage Price"). The decision to launch the Offer was published on 13 September 2020.
- In accordance with Sec. 4 WpÜG Offer Regulation, the consideration for the shares of the target company in a takeover offer pursuant to Secs. 29 et seqq. WpÜG must be at least equal to the value of the highest consideration granted or agreed by the Bidder or a person acting jointly with the Bidder within the meaning of Sec. 2 (5) WpÜG or any of their subsidiaries for the acquisition of METRO Shares of the respective class of shares within the last six months prior to the publication of the Offer Document.

According to the Offer Document, the Three-Month Average Price for the METRO Ordinary Share up to and including 12 September 2020 as notified by BaFin was EUR 8.47. The Ordinary Share Offer Price exceeds this amount. According to the information provided by the Bidder in

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Section 10.1 of the Offer Document, the highest consideration agreed for a METRO Ordinary Share in the relevant time period is EUR 8.48. The Ordinary Share Offer Price equals this amount.

According to the Offer Document, the Three-Month Average Price for the METRO Preference Share up to and including 12 September 2020 as notified by BaFin was EUR 8.89. The Preference Share Offer Price equals this amount. According to the information provided by the Bidder in Section 10.1 of the Offer Document, the Bidder and persons acting jointly with the Bidder within the meaning of Sec. 2 (5) WpÜG did not acquire any METRO Preference Shares in the relevant time period.

3. Assessment of the adequacy of the consideration offered10

The Management Board and the Supervisory Board have diligently and thoroughly analysed and assessed the financial adequacy of the consideration offered for the METRO Ordinary Shares and the METRO Preference Shares on the basis of METRO's current strategy and financial planning, by conducting a discounted cash flow analysis, based on historical prices for the METRO Ordinary Shares and the METRO Preference Shares - taking into account target prices and underlying analyses published by analysts in respect of METRO AG - certain valuation multiples and historical reference transactions and/or takeover premiums as well as other assumptions and information. The Management Board and the Supervisory Board have each separately assessed the adequacy of both the Ordinary Share Offer Price and the Preference Share Offer Price. In their respective assessments, the Management Board was advised jointly by BofA Securities, Goldman Sachs and J.P. Morgan AG, Frankfurt a.M., and the Supervisory Board was advised by Rothschild & Co.

Based on the Opinions independently prepared by BofA Securities and by Goldman Sachs for the Management Board and by Rothschild & Co for the Supervisory Board and the valuation considerations applied by the respective financial advisers, the plausibility of which has been verified both by the Management Board and by the Supervisory Board, as well as METRO's own development potential and the successful transformation process, as well as the overall circumstances of the Offer, the Management Board and the Supervisory Board believe that the Ordinary Share Offer Price for each METRO Ordinary Share and the Preference Share Offer Price for each METRO Preference Share are inadequatefrom a financial point of view.

This assessment of the Management Board and of the Supervisory Board is based in particular on

10 Bloomberg is the source of all stock exchange prices and price developments set out in this Section, unless stated otherwise. Some of the figures shown in this Section were calculated based on figures that were not rounded; the figures shown are rounded, however. Therefore, calculations using these figures may have results deviating slightly from other figures shown in this section.

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the following considerations:

The Bidder presents the Offer at a time when the stock exchange prices of the METRO Shares (as is the case with listed peer companies in the wholesale and food services sector) are strongly influenced by the COVID-19 pandemic. From the point of view of the Management Board and the Supervisory Board, the Offer therefore aims at acquiring METRO Shares at a point in time when the stock prices are unusually low.
In comparison with the Previous Offer of 10 July 2019 in the amount of EUR 16.00 per METRO Ordinary Share, the Bidder offers in the context of the current Offer a significantly lower consideration despite the fact that, in both cases, the aim is to gain control over METRO AG. The Previous Offer was launched only just 15 months ago.
According to its own statements, by way of the Offer, the Bidder is only seeking to exceed the threshold of 30% of the voting rights of METRO AG. For that purpose, in addition to the holding of 108,036,519 METRO Ordinary Shares indicated in Section 6.6 of the Offer Document, it only needed - a priori - to acquire two more METRO Ordinary Shares, which it could also have acquired outside of the Offer, if necessary. Therefore, in order to reach its proclaimed objective, the Bidder had no need to present a reasonable offer that is attractive for METRO Shareholders. The Bidder states in Section 10.2 of the Offer Document that, accordingly, it took no further factors into account for determining the offer price or its adequacy than the statutory minimum price.
The Bidder has determined Offer Prices that are merely equal to the respective statutory minimum price and the Bidder does not offer any kind of premium on that price to the shareholders. Accordingly, contrary to what is customary for takeover offers in Germany, the Offer Prices do not include any control premiums that would adequately reflect the control sought by the Bidder or the subsequent possibilities to increase its control. In Section 10.2 of the Offer Document, the Bidder itself therefore refers to the Offer Price only as being "in compliance with legal requirements".
The Offer Prices are only marginally above the median of the analysts' target prices for METRO Ordinary Shares prior to the publication of the Bidder's intention to launch a takeover offer on 13 September 2020 and significantly below the median as it was prior to the occurrence of the COVID-19 pandemic. In this context, it must be taken into account that the analysts' target prices normally only reflect the short-term outlook for six to twelve months, which is currently still influenced by the COVID-19 pandemic, and, moreover, explicitly do not include a control premium.

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The discounted cash flow analysis, which from the point of view of the Management Board and the Supervisory Board best reflects the medium and long-term value creation potential after the implementation of METRO's transformation process to become a pure wholesale group, based on the long-term strategic business plan of the Management Board and certain assumptions considered realistic by the Management Board and the Supervisory Board results in a substantially higher Enterprise Value than the Enterprise Value implied by the Offer Prices. This also applies taking into account the influence currently expected by the Management Board and the Supervisory Board to result from the COVID-19 pandemic on the Management Board's long-term strategic business plan.
Multiples implied for METRO in connection with the Offer Prices, such as the ratio of the Enterprise Value implied by the Offer Prices to the EBITDA expected by analysts for the 2020/21 financial year, are clearly below the corresponding trading multiples on the basis of the market capitalisation as of 13 September 2020 for selected listed companies in the wholesale and food service sector (in the EMEA region11) comparable in the view of the Management Board and Supervisory Board.
Multiples implied for METRO in connection with the Offer Prices, such as the ratio of the Enterprise Value implied by the Offer Prices to the EBITDA for the last twelve-month period leading up to the end of the quarter prior to the publication of the decision to launch the Offer (30 June 2020), are clearly below the respective transaction multiples implied in previous acquisitions in the global wholesale and food services sectors which are considered comparable in the view of the Management Board and the Supervisory Board.
In their respective Opinions, BofA Securities, Goldman Sachs and Rothschild & Co consider the Offer Consideration to be inadequate from a financial point of view, based on, and subject to, the assumptions and limitations described therein (for details cf. Section III.3.5 of this Statement). The Management Board and the Supervisory Board have convinced themselves of the plausibility and suitability of the procedures, methodologies and analyses used by their respective financial advisers.

The Management Board and the Supervisory Board believe that the stock exchange prices of the METRO Ordinary Shares and the METRO Preference Shares reflect the uncertainty caused by the COVID-19 pandemic and do not adequately take account of the long-term potential of the METRO Group. In the past few years, METRO has implemented a comprehensive transformation process in the course of which it was transformed from a conglomerate of various wholesalers and retailers into a leading and focused wholesale group (see also Section II.1.6 of this Statement). Despite the

11 Europe, Middle East and Africa.

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COVID-19 pandemic, in the ongoing 2019/20 financial year, METRO was able to successfully complete the sale of Real and the majority share in METRO China resulting in a net cash proceeds of approximately EUR 1.9 billion and a corresponding reduction of its debts. These transaction proceeds and a robust business development help strengthening METRO's balance sheet and provide a solid foundation for dividend continuity in the 2019/20 financial year. Furthermore, the Management Board and the Supervisory Board are convinced that METRO's current strategy provides the basis for sustainable and profitable growth. Until the COVID-19 pandemic occurred, the like-for-like sales development of METRO Wholesale has been positive in year-on-year terms for six and a half years. This demonstrates that the transformation process has been successful. For these reasons and taking into consideration the further explanations set out in this Statement, the Management Board and the Supervisory Board believe that the Ordinary Share Offer Price and the Preference Share Offer Price are inadequate.

3.1 Comparison of the Offer Prices with historical stock exchange prices of METRO Shares

In order to assess the financial adequacy of the Offer Prices, the Management Board and the Supervisory Board have, inter alia, considered the development of the stock exchange prices of the METRO Shares:

The Offer does not provide for a premium over the respective statutory minimum price for the METRO Ordinary Shares and the METRO Preference Shares. In the specific case at hand, the statutory minimum price for METRO Ordinary Shares is specified based on an acquisition of shares via the stock exchange and for METRO Preference Shares based on the Three-Month Average Price, i.e. the statutory minimum price is in each case specified based on stock exchange prices that are affected by the COVID-19 pandemic. This already suggests in the view of the Management Board and the Supervisory Board that the Offer Prices are not adequate for the acquisition of control sought by the Bidder. By contrast, the Previous Offer provided for an Offer Price for METRO Ordinary Shares that granted a premium over the statutory minimum price.
Since the Previous Offer failed in August 2019 and until the emergence of the COVID-19 pandemic in the first calendar quarter of 2020, the stock exchange closing prices of the METRO Ordinary Shares and of the METRO Preference Shares in the XETRA trading system of the Frankfurt Stock Exchange was continuously above EUR 12.00.
With the COVID-19 pandemic emerging in the first calendar quarter of 2020, the stock exchange prices of the METRO Shares - like the stock exchange prices of peer companies from the wholesale and food services sector in the EMEA region - decreased significantly. One of the main reasons for this is - in the view of the Management Board and the

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Supervisory Board - the uncertainty that was caused by the COVID-19 pandemic among key customer groups like hotels, restaurants and caterer companies, and that is persisting until today.

The Bidder explains in the Offer Document that, since March 2020, the stock exchange prices of the METRO Shares have not been able to recover to the same extent as the overall MDAX. From the point of view of the Management Board and the Supervisory Board, comparing the performance of the stock exchange prices of METRO Shares with the performance of the MDAX is not informative, as not all MDAX companies are equally affected by the consequences of the COVID-19 pandemic.
The Management Board and the Supervisory Board further point out that comparing the performance of the stock exchange prices of the METRO Shares with peer companies from the wholesale and food services sector in the EMEA region results in a clearly differentiated picture for the period specified by the Bidder. The stock exchange prices of the METRO Shares, like the stock exchange prices of peer companies, have only partially recovered from their respective lows in March/April 2020. As a consequence, they are still clearly below the price level that existed prior to the occurrence of the COVID-19 pandemic.

The Management Board and the Supervisory Board also point out to the METRO Shareholders that, prior to accepting the Offer, they should consider whether they may be able to achieve a higher price by selling their METRO Shares on the stock exchange than by accepting the Offer. Especially preference shareholders should also consider, however, that the daily trading volume may be relatively low and that it is not certain that they will be able to sell their shares at a price above the Offer Price in the future.

3.2 Considering the differences between preference shares and ordinary shares

The Management Board and the Supervisory Board point out that there are no generally recognised methods for determining how the Enterprise Value of METRO (for example, calculated as the present value of the expected cash flows (DCF)) is to be distributed between the METRO Ordinary Shares and the METRO Preference Shares. The METRO Ordinary Shares and the METRO Preference Shares have different rights attached, in particular as regards voting rights and dividend rights (cf. Section II.1.3 of this Statement), which the capital market participants may evaluate differently. In addition, the liquidity of the METRO Preference Shares as measured based on the average daily trading volumes is significantly lower than that of the METRO Ordinary Shares. Furthermore, unlike the METRO Ordinary Shares, the METRO Preference Shares are not a component of an index like the MDAX. When certain methods for assessing the adequacy of the

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Offer Prices that are based on METRO's Enterprise Value are applied, the assessment of the adequacy of the Ordinary Share Offer Price and of the adequacy of the Preference Share Offer Price also depends on what assumptions are made as to how the Enterprise Value is to be allocated to the two classes of shares.

The Management Board and the Supervisory Board have conducted diligent and thorough analyses and assessments based on various assumptions and comparisons in order to determine whether the Ordinary Share Offer Price and the Preference Share Offer Price are adequate, respectively. From the point of view of the Management Board and of the Supervisory Board, both Offer Prices appear to be inadequate based on realistic assumptions regarding the allocation of the Enterprise Value between the METRO Ordinary Shares and the METRO Preference Shares. In this assessment, the Management Board also relied on the Opinion of BofA Securities and the Supervisory Board also relied on the Opinion of Rothschild & Co. The Management Board and the Supervisory Board point out that the Offer - in deviation from the 2019 takeover offer - provides for a higher valuation of the METRO Preference Share than of the METRO Ordinary Share due to the decision to use the statutory minimum prices as a basis.

3.3 Valuation by analysts

The median of the price targets published by selected financial analysts for the METRO Ordinary Shares before 13 September 2020, i.e. before the date of publication of the decision to launch a voluntary public takeover offer pursuant to Secs. 29 (1), 34, 10 (1) and (3) WpÜG, is EUR 8.25. Hence, the Ordinary Share Offer Price only marginally exceeds this median.

The median of the price targets published by selected financial analysts for the METRO Ordinary Shares - which were published before the occurrence of the COVID-19 pandemic (chosen cut-off date: 14 February 2020) and therefore do not account for the current burden imposed upon METRO by the pandemic - was EUR 13.50, and thus clearly above the Offer Prices.

As described by the Bidder in the Offer Document, the analysts' price targets normally only reflect the short-term outlook for the next six to twelve months, which is currently influenced by the COVID-19 pandemic. Moreover, the analysts' price targets do not include any control premium, which is, however, customary for public takeover offers in Germany that aim at acquiring control. From the point of view of the Management Board and the Supervisory Board, a comparison of the Offer Prices with analysts' price targets in general and with the current analysts' price targets in particular is therefore not informative.

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Analysts' price targets of the last six months as of the cut-off date:

			13 September 2020			14 February 2020
					(prior to COVID-19 pandemic)

Analysts	Date			Ordinary Share	price		Date		Ordinary Share	price
					target (in €)					target (in €)
Mainfirst			-			-		14 February 2020			14.00
Bernstein			-			-		14 February 2020			11.50
Commerzbank			7 May 2020			10.00		12 December 2019			15.00
Berenberg		18	August 2020			9.00		3 January 2020			14.20
DZ Bank		7	August 2020			9.00		27 December 2019			14.00
Independent Research		25	August 2020			8.70		14 February 2020			13.50
M .M . Warburg Investment Research		24	August 2020			8.50		5 December 2019			15.30
Barclays		6	August 2020			8.50		13 February 2020			13.20
Jefferies		5	August 2020			8.50		13 February 2020			13.50
Kepler Cheuvreux		4	August 2020			8.90		23 January 2020			14.40
HSBC		8 September 2020			8.00		8 January 2020			14.50
Landesbank Baden-Württemberg		6	August 2020			8.00		13 February 2020			13.20
Société Générale			1 July 2020			8.00		-			-
Invest Securities		6	August 2020			7.50		19 December 2019			13.30
BofA		5	August 2020			8.00		13 February 2020			11.50
Baader Helvea		4	August 2020			8.00		13 February 2020			12.00
Oddo BHF		4	August 2020			7.50		14 February 2020			14.00
Exane BNP Paribas		11 September 2020			4.10		11 February 2020			9.20
Average						8.14					13.31
Median					8.25					13.50

Overview IV.3.3: Analysts' opinions prior to 13 September 2020 and prior to 14 February 2020

3.4 Consideration of METRO's value creation potential as part of a discounted cash flow analysis

In order to assess the adequacy of the consideration offered, the Management Board and the Supervisory Board have also taken into account the previous business development of METRO and the related future opportunities and risks. In view of the outlook for future years, the Management Board and the Supervisory Board believe that the Offer does not adequately take account of the medium to long-term potential of METRO's strategy and the value creation plan being pursued by it. In the past few years, METRO has undergone a comprehensive transformation process in which the company transformed from a conglomerate of different wholesalers and retailers into a leading and focused wholesale group. These developments offer the chance to achieve sustainable long- term value creation, in view of which the Ordinary Share Offer Price and the Preference Share Offer Price seem to substantially undervalue the company. Until the COVID-19 pandemic occurred, the like-for-like sales development of METRO Wholesale has also been positive in year- on-year terms for six and a half years.

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This evaluation is confirmed by the discounted cash flow analysis performed to determine the intrinsic value of the value creation plan of the company: In order to duly account for the fundamental medium- to long-term value creation potential in the valuation of METRO, from the point of view of the Management Board and the Supervisory Board, the discounted cash flow analysis is the most informative valuation method because it reflects the expected medium- to long- term positive cash flow development in the total Enterprise Value. Based on the long-term strategic business plan of the Management Board and certain assumptions considered realistic by the Management Board and the Supervisory Board, the discounted cash flow analysis results in an Enterprise Value of METRO (calculated as the present value of the expected cash flows (DCF)) that is substantially higher than the Enterprise Value implied by the Offer Prices. In the discounted cash flow analysis, the Management Board and the Supervisory Board have also taken into consideration the future effects of the COVID-19 pandemic which they currently expect to occur. The Management Board and the Supervisory Board expect that these effects will only be of a temporary nature.

3.5 Multiples of listed peer companies;

The Management Board and the Supervisory Board believe that the ratio of the enterprise value ("Enterprise Value") to EBITDA ("EV/EBITDA" and the corresponding multiple an "EV/EBITDA Multiple") is the most relevant multiple for the purpose of comparing the Enterprise Value implied by the Offer Prices and the implied Enterprise Value of listed peer companies based on multiples ("Trading EV/EBITDA Multiple").

The Management Board and the Supervisory Board point out that multiples of listed peer companies, conceptually, do not include control premiums and, therefore, are normally lower than multiples that are based on previous reference transactions (cf. Section IV.3.6 of this Statement).

On 11 September 2020, i.e. the last stock exchange trading day prior to the publication of the decision to launch the Offer, the implied EV/EBITDA Multiple for METRO based on the Offer Prices was 5.6x.
The median of 11.0x for Trading EV/EBITDA Multiples for selected listed companies from the wholesale and food services sector in the EMEA region that are considered to be peer companies by the Management Board and the Supervisory Board is clearly above the implied EV/EBITDA Multiple for METRO based on the Offer Prices.

In the view of the Management Board and the Supervisory Board, the Trading EV/EBITDA Multiples show that the Bidder's Offer Prices undervalue METRO.

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Overview IV.3.5: Comparison of METRO Multiple with listed peer companies from the wholesale and

food services sector

The EV/EBITDA Multiple for METRO and the Trading EV/EBITDA Multiple for peer companies were in each case determined on the basis of (i) an Enterprise Value, i.e. the sum (x) of an Equity Value (as defined below) and (y) the net position of financial liabilities, cash and minorities derived from the relevant last available consolidated or quarterly financial statements (the "Net Financial Debt") and (ii) the average EBITDA expected by analysts for the 2020/21 financial year as of 11 September 2020 (source in each case: FactSet as of 11 September 2020 without any further adjustments). The multiple was calculated by dividing the Enterprise Value by the respective EBITDA. To allow for a better comparability with METRO's key financial figures, for each company with an end of financial year other than 30 September of a calendar year, expected EBITDA was calculated as of 30 September on a pro rata temporis basis. The "Equity Value" was determined (i) for the EV/EBITDA Multiple for METRO as the sum of the Ordinary Share Offer Price (EUR 8.48) multiplied with the number of issued METRO Ordinary Shares and the Preference Share Offer Price (EUR 8.89) multiplied with the number of issued METRO Preference Shares and (ii) for the Trading EV/EBITDA Multiples of peer companies as market capitalisation calculated based on the respective closing price as of 11 September 2020 (source: FactSet) and the number of shares issued in each case. The Management Board and the Supervisory Board point out that there may also be other methods to calculate EV/EBITDA multiples or any of the underlying calculation bases, which may result in different multiples.

3.6 Transaction multiples

The Management Board and the Supervisory Board have also taken into consideration a comparison of implied multiples based on the Offer Prices with the implied multiples of comparable previous reference transactions ("Transaction EV/EBITDA Multiple"). It can be observed in this context that the historical transactions were completed at different points in time in the industrial cycle and that, over the past few years, the multiples in the international wholesale and food services sector tended to move upwards.

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Based on (i) METRO's EBITDA over the last twelve months ("LTM-EBITDA") that amounted to approximately EUR 1,470 million as of the end of the last quarter prior to the publication of the decision to launch the Offer, i.e. on 30 June 2020 (source: company information) and (ii) the implied Enterprise Value based on the Offer Prices, the implied Transaction EV/EBITDA Multiple for METRO is 5.1x.
The median for Transaction EV/EBITDA Multiples for selected transactions in the wholesale and food services sector that are considered comparable by the Management Board and the Supervisory Board is 9.7x and, thus, clearly lies above the Transaction EV/EBITDA Multiple implied by the Offer Prices.

In the view of the Management Board and the Supervisory Board, the Transaction EV/EBITDA Multiples show that the Bidder's Offer Prices undervalue METRO.

Wholesale and food services sector

Date	Target / Acquirer	EV/
EBITDA

March 2020	US Foods / Smart Foodservice	11.4x
October 2019	METRO China / Wumei	>12x
July 2019	Reinhart Foodservice / PFG	12.2x
April 2019	Smart & Final Stores / Apollo	13.2x
July 2018	Services Group of America / US Foods	14.4x
July 2018	Supervalu / United Natural	7.0x
January 2017	Booker / Tesco	19.1x
February 2016	Brakesgroup / Sysco	11.9x
September 2015	Matthew Clark / Conviviality	9.5x
April 2015	Davigel / Brakesgroup	6.7x
May 2014	Tonys / Unfi	8.9x
July 2013	Nash Finch Co. / Spartan Stores	6.9x
January 2011	Grupa Tradis / Eurocash	8.7x
December 2010	Direct Seafoods / Bidvest	8.3x
August 2009	Nowaco-Farutex / Bidvest	6.7x
January 2008	PFG / Blackstone-Wellspring Capital Management	9.8x
	Median	9.7x
	Average	10.4x

Overview IV.3.6: Comparable transactions prior to 13 September 2020

The Transaction EV/EBITDA Multiple for METRO and the peer companies (target companies) were in each case determined based on (i) an Enterprise Value and (ii) the LTM-EBITDA derived from the last available consolidated financial statements or the respective last available quarterly

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TYPE AND AMOUNT OF THE CONSIDERATION OFFERED

figures prior to the announcement of the transaction or, in case no information on the LTM- EBITDA was available, the last historical EBITDA. The multiple was calculated by dividing the Enterprise Value by the respective LTM-EBITDA or historical EBITDA. The Enterprise Value for METRO was calculated as the sum of (i) the Ordinary Share Offer Price (EUR 8.48) multiplied with the number of issued METRO Ordinary Shares and the Preference Share Offer Price (EUR 8.89) multiplied with the number of issued METRO Preference Shares and (ii) the Net Financial Debt based on the quarterly figures for METRO as of 30 June 2020. The information on the respective Enterprise Value and historical EBITDA of peer companies is based on publicly available information.12 The Management Board and the Supervisory Board have not verified any such information. The Management Board and the Supervisory Board point out that different sources may have applied different methods for the calculation of EBITDA or of an Enterprise Value or any of its components and may, therefore, report different values for such figures. There may also be other methods to calculate a Transaction EV/EBITDA Multiple or any of its underlying calculation bases as the Enterprise Value or EBITDA, which may result in different multiples.

3.7 Opinions by investment banks

According to the Offer Document, the Bidder offered to acquire all outstanding METRO Ordinary Shares against payment of a purchase price of EUR 8.48 per share in cash and all outstanding METRO Preference Shares against payment of a purchase price of EUR 8.89 per share in cash (together the "Offer Consideration"). BofA Securities, Goldman Sachs and Rothschild & Co have each prepared a separate opinion with respect to the financial adequacy of the Offer Consideration ("Opinions" and individually an "Opinion"). In their respective Opinions, each dated 15 October 2020, BofA Securities, Goldman Sachs and Rothschild & Co each come to the conclusion that, subject to the assumptions and limitations contained therein and as of the date of the issuance of the Opinions (i.e. 15 October 2020), the Offer Consideration to be paid to the holders of METRO Shares is inadequatefrom a financial point of view. While BofA Securities and Rothschild & Co confirmed that this is true for the Offer Prices paid for the METRO Ordinary and METRO Preference Shares, Goldman Sachs' Opinion referred to the inadequacy of the Offer Consideration taken in the aggregate. BofA Securities, Goldman Sachs and Rothschild & Co did not relate their statement to the Bidder, persons acting jointly with the Bidder within the meaning of Sec. 2 (5) WpÜG and their respective affiliates. The Opinions dated 15 October 2020 are attached to this Statement as Annex 2, Annex 3and Annex 4and set forth the assumptions made, the procedures followed, the matters considered and the limitations on the review undertaken in connection with

12 Sources: Capital IQ, Debtwire Intelligence, Mergermarket, offer announcements of the respective bidder company, annual reports, quarterly financial reports, capital market notifications, press releases and investor presentations of bidder or target companies as well as media reports in LesEchos investir, NRC, Reuters and Wall Street Journal.

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TYPE AND AMOUNT OF THE CONSIDERATION OFFERED

the Opinions. The Opinions relate to 15 October 2020 and do not contain any assessment of or take into consideration any other conditions or aspects of the Offer or any terms or aspects of other contracts, agreements or transactions contemplated in connection with the Offer, entered into or amended in connection with the Offer or potentially pursued after the Offer, or for the holders of any other class of securities, for creditors or for persons to which METRO AG has granted rights in any other manner.

The Management Board and the Supervisory Board have conducted separate, thorough reviews of the respective Opinions, discussed the findings therein in detail with representatives of BofA Securities, Goldman Sachs and Rothschild & Co, respectively, and independently and critically assessed the Opinions.

The Management Board and the Supervisory Board point out that the Opinions were prepared or provided solely for the information and assistance of the Management Board, in the case of BofA Securities and Goldman Sachs, and solely for the information and assistance of the Supervisory Board, in the case of Rothschild & Co, in connection with the assessment of the financial adequacy of the offer consideration and that third parties, including the holders of METRO Shares, are not entitled to rely on them. The Opinions are neither addressed to third parties (including the holders of METRO Shares) nor do they establish any protective rights for third parties. Third parties cannot derive any rights from the Opinions. No contractual relationship between BofA Securities, Goldman Sachs or Rothschild & Co, on the one hand, and third parties who read these Opinions, on the other, comes into existence in this context. Neither the Opinions nor the respective underlying mandate agreements between BofA Securities, Goldman Sachs and Rothschild & Co, on the one hand, and METRO AG, on the other, have a protective effect for third parties or lead to an inclusion of third parties into their respective scope of protection. The Opinions do not account for special situations or interests of individual METRO Shareholders arising from contractual arrangements, individual tax situations, the size of their respective shareholdings or other circumstances whatsoever that, from the point of view of these METRO Shareholders, may be relevant to an adequacy assessment.

The Opinions are especially not addressed to the METRO Shareholders and do not constitute a recommendation by BofA Securities, Goldman Sachs or Rothschild & Co as to whether or not any holders of METRO Shares should tender their shares in connection with the Offer or accept the Offer. The Opinion of Goldman Sachs does not include an evaluation of the allocation of the offer consideration among the holders of METRO Preference Shares and METRO Ordinary Shares. The consent of BofA Securities, Goldman Sachs and Rothschild & Co to attaching their respective Opinions to this Statement as an Annex neither constitutes an enlargement of or an addition to the group of persons to whom these Opinions are addressed or who may rely on these Opinions, nor does this consent lead to an inclusion of third parties into their respective scope of protection.

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TYPE AND AMOUNT OF THE CONSIDERATION OFFERED

Furthermore, the Opinions do not address the relative merits of the Offer as compared to any strategic alternatives that may be available to the Bidder or METRO.

In connection with preparing their respective Opinions, BofA Securities, Goldman Sachs and Rothschild & Co reviewed the Offer Document, the finalised draft of this Statement in the form to be approved by the Management Board, METRO AG's annual reports (including the consolidated annual financial statements of METRO contained therein) for the two financial years ended prior to 30 September 2019, the listing prospectus relating to the demerger of METRO AG dated 26 June 2017, certain interim reports of METRO AG, certain other communications from METRO AG to its shareholders and certain internal analyses and business plans that were prepared by the Management Board and employees of METRO in respect of METRO and the use of which was approved by METRO AG. The financial advisers held discussions with members of the Management Board and executives of METRO about their assessment regarding the consummation of the Offer and regarding the business activities and the financial position of METRO in the past and present as well as regarding METRO's future prospects. Moreover, other studies and analyses, including a discounted cash flow valuation, were performed and other factors were considered as deemed appropriate by the financial advisers. Furthermore, the reported prices and trading activities for METRO Shares were analysed and certain financial and stock market information on METRO was compared with similar information regarding certain other companies whose securities are publicly traded and certain recent business combinations in the wholesale and food services sector, in the food retail business sector and in other industries as well as other listed companies from the wholesale and food services sector and the food retail business sector.

The Management Board and the Supervisory Board also point out that the Opinions of BofA Securities, Goldman Sachs and Rothschild & Co are subject to certain assumptions and reservations and that it is necessary to read and study the Opinions in their entirety in order to understand their scope. For purposes of rendering the Opinions and with the consent of METRO AG, BofA Securities, Goldman Sachs and Rothschild & Co relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information (including publicly available information) provided to, discussed with or analysed by them without assuming any responsibility for an independent verification thereof. In that regard, they assumed with the consent of the Management Board and the Supervisory Board that the internal financial analyses and forecasts for METRO were reasonably prepared on a basis reflecting the best estimates and judgments of senior management and of the Management Board available at the relevant time. BofA Securities, Goldman Sachs and Rothschild & Co have not conducted an independent evaluation or appraisal of the assets and liabilities (including the real estate portfolio and any contingent, derivative or other off-balance-sheet assets and liabilities) of METRO AG or any of its affiliates and they have not been furnished with any such evaluation or appraisals. BofA Securities and Rothschild & Co further assumed that all administrative, regulatory and other

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TYPE AND AMOUNT OF THE CONSIDERATION OFFERED

permits and approvals necessary for the consummation of the Offer will be obtained without any adverse effect on the expected benefits of the Offer that could significantly affect the analysis thereof. BofA Securities and Rothschild & Co have assumed that the transaction will be consummated in accordance with the terms and conditions set forth in the Offer Document without them being waived or modified in a way that significantly affects the analysis thereof. The Opinions do not include any assessment as to the prices at which METRO Shares might trade on the stock exchange at any time, as to the impact of the Offer on the solvency or viability of METRO AG or the Bidder, or as to the ability of METRO AG or the Bidder to pay their respective debts when they fall due. The Opinions of BofA Securities, Goldman Sachs and Rothschild & Co are based in particular on the economic, financial and other framework conditions as well as the market environment at the time of the issuance of their respective Opinions and the information made available to them at that time. Events occurring after the date of the issuance of the respective Opinions may have an impact on the assumptions made when preparing the respective Opinions and on the results stated therein. BofA Securities, Goldman Sachs and Rothschild & Co have no obligation to update, revise or reaffirm their respective Opinions with regard to circumstances, developments or events arising or occurring after the date of their respective Opinions.

In addition, the Opinions do not constitute valuation reports (Wertgutachten) as typically rendered by qualified auditors and must not be considered as such. Furthermore, they do not comply with the standards for such valuation reports as defined by the Institute of Public Auditors in Germany (Institut der Wirtschaftsprüfer in Deutschland e.V., "IDW") (for enterprise valuations according to IDW S 1; for the preparation of fairness opinions according to IDW S 8). Opinions of the type issued by BofA Securities, Goldman Sachs and Rothschild & Co differ in a number of important respects from an enterprise valuation or a fairness opinion prepared by qualified auditors.

Furthermore, BofA Securities, Goldman Sachs and Rothschild & Co have issued no statement about whether or not the terms and conditions of the Offer are consistent with the requirements of the WpÜG or the WpÜG Offer Regulation or comply with any other legal requirements.

BofA Securities and Goldman Sachs have acted as financial advisers to the Management Board and Rothschild & Co has acted as financial adviser to the Supervisory Board in connection with the Offer. For their services in connection with the Offer, they will each receive remuneration from METRO AG that is customary in the market. In addition, METRO AG has agreed to reimburse certain of their expenses arising from their engagement and to indemnify them against certain liabilities that may arise in connection with the Offer. It is pointed out that BofA Securities and/or Goldman Sachs and/or Rothschild & Co and their respective affiliates have from time to time provided financial advisory or underwriting services to METRO AG previously and may have maintained in the past, or may maintain currently or in the future, other business relationships with METRO AG, the Bidder, the shareholders of the Bidder or their affiliates for which BofA

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TYPE AND AMOUNT OF THE CONSIDERATION OFFERED

Securities and/or Goldman Sachs and/or Rothschild receive compensation and the reimbursement of expenses. In particular, BofA Securities, Goldman Sachs and Rothschild & Co have acted as financial advisers to the Management Board and the Supervisory Board, respectively, in connection with the takeover offer made on 10 July 2019 by EP Global Commerce VI GmbH, a person acting jointly with the Bidder within the meaning of Sec. 2 (5) WpÜG; for their services, they received compensation that is customary in the market. Furthermore, BofA Securities, Goldman Sachs, Rothschild & Co and their respective affiliates are engaged in advisory, underwriting, financing, principal investing, sales, trading, research, asset management and other financial and non-financial activities and services for various natural and legal persons, which may result in, among other things, them acquiring, holding or selling, for their own or a third-party account, securities of any kind issued by METRO or by the respective affiliates of METRO AG or the Bidder.

3.8 Overall assessment of the adequacy of the consideration

The Management Board and the Supervisory Board have diligently and thoroughly analysed and assessed the adequacy of the Ordinary Share Offer Price and the Preference Share Offer Price offered by the Bidder. In doing so, the Management Board and the Supervisory Board have taken note of the contents of the Opinions and other valuation considerations of their respective financial advisers, have verified the plausibility thereof and have taken them into account, but have also conducted their own analyses. In particular, the Management Board and the Supervisory Board have taken the following aspects into account that were applied at METRO Group level:

a discounted cash flow analysis;
historical stock exchange prices;
historical takeover premiums;
valuations of independent analysts;
trading multiples;
transaction multiples.

Taking into account the Opinions and other valuation considerations, the aspects set out above, the development potential of METRO, as well as the overall situation regarding the Offer, the Management Board and the Supervisory Board consider the Ordinary Share Offer Price offered by the Bidder for each METRO Ordinary Share and the Preference Share Offer Price offered by the Bidder for each METRO Preference Share to be inadequatefrom a financial point of view.

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OBJECTIVES AND INTENTIONS OF THE BIDDER, THE BIDDER PARENT SHAREHOLDERS AND THE INVESTORS

AND FORESEEABLE CONSEQUENCES FOR METRO

In their assessments of the adequacy of the consideration offered, the Management Board and the Supervisory Board have also taken into account the strategic value and the independent development potential of METRO and they firmly believe that the Ordinary Share Offer Price of EUR 8.48 per METRO Ordinary Share and the Preference Share Offer Price of EUR 8.89 per METRO Preference Share substantially undervalue the earnings performance and the value prospects of METRO. In their assessment, the Management Board and the Supervisory Board will take into consideration the future effects of the COVID-19 pandemic which they currently expect to occur. The Management Board and the Supervisory Board expect that these effects will only be of a temporary nature.

The Management Board and the Supervisory Board point out that the Bidder need not make a mandatory offer for subsequent acquisitions of shares if, as a result of the Offer, it reaches or exceeds the threshold of 30% of the voting rights in METRO AG. METRO Shareholders therefore have to take into account that it might not be possible for them to receive a control premium in the event of another public offer by the Bidder.

The Management Board and the Supervisory Board do not provide any assessment in accordance with the IDW S 1 valuation standard and no assessment, either, as to whether a higher or lower amount than the Ordinary Share Offer Price and/or the Preference Share Offer Price would possibly have to be determined, or will be determined, in the future in the event - which cannot be ruled out

- that a measure is taken that triggers a statutorily prescribed adequate compensation ("Compensation Payment").
OBJECTIVES AND INTENTIONS OF THE BIDDER, THE BIDDER PARENT SHAREHOLDERS AND THE INVESTORS AND FORESEEABLE CONSEQUENCES FOR METRO

1. Objectives and intentions as set out in the Offer Document

In the following, the Management Board and the Supervisory Board comment on the intentions described by the Bidder in Section 9 of the Offer Document as the shared intentions of the Bidder, the Bidder Parent Shareholders and the Investors as at the date of the publication of the Offer Document. In addition, the Offer Document also contains information in other Sections that is stated as objectives or intentions of the Bidder; the Management Board and the Supervisory Board will hereinafter comment on this information indicating in each case the relevant section of the Offer Document.

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OBJECTIVES AND INTENTIONS OF THE BIDDER, THE BIDDER PARENT SHAREHOLDERS AND THE INVESTORS

AND FORESEEABLE CONSEQUENCES FOR METRO

The intentions are to be considered taking into account that the Bidder stated in Section 9.1 of the Offer Document that it does not expect to hold more than 50% of the voting rights in METRO AG after consummation of the takeover offer. From the point of view of the Management Board and the Supervisory Board, the Bidder's expectation that the Offer will only be accepted by a small number of METRO Shareholders appears to be realistic (cf. in this regard Section IV.2 of this Statement). However, the Management Board and the Supervisory Board point out that the Bidder bases some of its intentions on the limited influence it expects to have immediately after consummation of the Offer. Yet, the Bidder does not communicate what its intentions are in the event of a possible further increase in its shareholding after consummation of the Offer. As the Bidder, in the event that its holdings reach the control threshold of 30% as a result of the Offer, need not make a mandatory offer when subsequently acquiring shares (cf. Section III.5 of this Statement), METRO Shareholders must be aware that, in such case, the Bidder will not again publicly communicate possible farther-reaching goals in another offer document. METRO Shareholders should therefore also bear in mind that EP Global Commerce VI GmbH, a person acting jointly with the Bidder within the meaning of Sec. 2 (5) WpÜG, expressed farther-reaching intentions in its offer document of 10 July 2019 in the event that a holding of 67.5% of the voting rights in METRO AG would have been acquired.

According to the information provided by the Bidder in Section 2.3 of the Offer Document, it is possible that the Bidder changes its intentions and evaluations expressed in the Offer Document after the publication thereof. In Section 2.4 of the Offer Document, the Bidder points out that it will update the Offer Document (also with regard to any changed intentions of the Bidder) only to the extent required by the WpÜG. The Management Board and the Supervisory Board therefore point out that they are not in a position to verify the intentions specified by the Bidder in the Offer Document and that it cannot be ruled out that the intentions and evaluations are already obsolete at the time of the publication of this Statement.

1.1 Strategic reasons of the Bidder

In Section 8 of the Offer Document, the Bidder states that the Offer aims at increasing the stake of the Bidder in METRO above 30% of the METRO Ordinary Shares and, thereby, crossing the relevant 30% threshold under German Takeover Law.

In Section 8 of the Offer Document, the Bidder describes the Investors as being long-term oriented investors with the goal of strengthening METRO's position as an international independent supplier of food and selected non-food products to trade customers offered through an attractive network of stationary markets, delivery services and online offering.

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OBJECTIVES AND INTENTIONS OF THE BIDDER, THE BIDDER PARENT SHAREHOLDERS AND THE INVESTORS

AND FORESEEABLE CONSEQUENCES FOR METRO

Future business activities, appropriation of assets and obligations of METRO
In Section 9.1 of the Offer Document, the Bidder states that it does not intend to actively intervene in the business activity of METRO AG in any way because it does not expect to have the requisite rights of influence to do so after consummation of the Offer. According to the Bidder, the Management Board, therefore, will continue to run the daily business of METRO AG independently, subject to any reservations of consent of the Supervisory Board.
According to the information in the Offer Document, the Bidder does not intend to cause METRO AG or any other METRO Company to change its company name after consummation of the Offer. The Bidder intends for METRO AG to maintain METRO's proprietary brands and the registered trademarks of METRO's proprietary products. It also intends to support METRO in further enhancing brand awareness.
The Bidder points out that, in the event that the Bidder uses certain credit lines described in Section 14.2 of the Offer Document, METRO AG or certain of its subsidiaries can use these credit lines under certain conditions to refinance existing credit lines of METRO AG which would become due under exercised change of control clauses or otherwise. In such case, the working capital facility, which is part of said credit lines, could also be used under certain conditions by METRO AG or certain of its subsidiaries for general "corporate" financing purposes.
Registered office of the company and locations of key parts of the company
According to the information set out in Section 9.2 of the Offer Document, the Bidder does not intend to cause METRO AG to relocate its registered office (Satzungssitz) or head office from Düsseldorf to another location, and it does not intend to cause any other METRO Company to relocate, or to close, their respective registered office and respective head office or the location of any key parts of companies to another location.
Employees, employee representation and terms and conditions of employment
In Section 9.3 of the Offer Document, the Bidder states that it does not intend to make any changes that would have an impact on employees, the conditions of employment, collective bargaining agreements, works councils or employee representatives on the Supervisory Board. The Bidder intends to support the alleged plans of the Management Board to further optimise METRO AG's headquarters and to possibly reduce the personnel in connection therewith. The Bidder does not intend to take any action which would result in a material adverse change of the employment terms or the conditions in the organisation of the employee representatives or employee bodies of
METRO.

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OBJECTIVES AND INTENTIONS OF THE BIDDER, THE BIDDER PARENT SHAREHOLDERS AND THE INVESTORS

AND FORESEEABLE CONSEQUENCES FOR METRO

Management Board and Supervisory Board
According to Section 9.4 of the Offer Document, the Bidder does not intend to change the composition of the Management Board because it does not expect to have any decisive say in the composition of the Management Board after consummation of the Offer. The Bidder does intend, however, that its representative(s) on the Supervisory Board of METRO AG participate in the process of selecting the new CEO in accordance with the code of procedure of the Supervisory Board of METRO AG and the principles of good corporate governance for such an important decision. The Bidder states that the Management Board is to continue to run the daily business of METRO AG independently and on its own responsibility in accordance with the German Stock Corporation Act, the German Corporate Governance Code and the code of procedure for the Management Board of METRO AG as determined by the Supervisory Board.
In the Offer Document, the Bidder also states that it does not intend to change the size of the Supervisory Board and that it acknowledges the provisions of the German Co-Determination Act (Mitbestimmungsgesetz). The Bidder does not expect to be in a position to immediately have control over the Supervisory Board of METRO AG following consummation of the Offer. Nevertheless, according to the information provided by the Bidder, it intends to obtain a level of representation on the Supervisory Board of METRO AG which adequately reflects its shareholding in METRO AG. The Bidder intends to discuss with other relevant stakeholders the composition of the Supervisory Board of METRO AG after consummation of the Offer and to obtain at least one additional seat on the Supervisory Board of METRO AG on the next Annual General Meeting of METRO AG; the Bidder notes, however, that, until consummation of the Offer, it will not be in a position to form a final view on this issue, as it depends on the size of its shareholding in METRO AG at the relevant point in time.
Possible structural measures
Contrary to EP Global Commerce VI GmbH in the Previous Offer, the Bidder states in Sections 9.1 and 9.5 of the Offer Document that it does not intend to enter into a domination and profit and loss transfer agreement or to perform a squeeze-out pursuant to Secs. 327a et seqq. AktG or Secs. 39a et seqq. WpÜG, as it does not expect to be in a position to do so after consummation of the Offer. Furthermore, according to the information provided by the Bidder, it does not intend, either, to arrange for a revocation of the admission to trading of the METRO Shares on the regulated market (regulierter Markt) with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange in accordance with the rules of the WpÜG and the BörsG (delisting), or to evaluate applying for or proposing to apply for suspension of the inclusion in the open market

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OBJECTIVES AND INTENTIONS OF THE BIDDER, THE BIDDER PARENT SHAREHOLDERS AND THE INVESTORS

AND FORESEEABLE CONSEQUENCES FOR METRO

(Freiverkehr) of the stock exchanges in Berlin, Düsseldorf, Hamburg, Hanover, Munich and Stuttgart, and also Tradegate.

1.7 Future business activities of the Bidder, the Bidder Parent Shareholders and the Investors

According to the information provided by the Bidder in Section 9.6 of the Offer Document and except for the effects on the assets, financial and earnings position of the Bidder with respect to the Offer set forth in Section 15 of the Offer Document, the Bidder, the Bidder Parent Shareholders and the Investors have no intentions that could affect the registered offices of the companies or the location of key business parts, the appropriation of the assets or the future obligations of the Bidder, the Bidder Parent Shareholders and the Investors, the members of the corporate bodies of the Bidder and the Bidder Parent Shareholders, or the employees, their representative bodies or the employment conditions of the Bidder and the Bidder Parent Shareholders.

2. Evaluation of the objectives of the Bidder, the Bidder Shareholders and the Investors as well as of the expected consequences of the Offer

2.1 Strategic reasons of the Bidder and of the Investors

The Management Board and the Supervisory Board are concerned that the Bidder has not communicated clear strategic goals in connection with the increase of its investment in METRO AG in the context of the Offer. If the Bidder intends to increase its percentage of voting rights held in METRO AG to 30% in order to give itself more flexibility in the future, this leaves many questions unanswered. First of all, the flexibility achieved by the Bidder through the Offer includes the ability to further expand its shareholding in METRO AG at a later point in time without having to launch any mandatory offer. In particular, the Bidder will be able in the future to acquire blocks of shares from other shareholders at a premium without having to pay the same premium to all other shareholders as well (as regards any special requirements applicable during the one-year period pursuant to Sec. 31 (5) sentence 1 WpÜG see Section III.5 of this Statement). It remains unclear, however, whether and within what time frame the Bidder may possibly establish a de facto majority at General Meetings or a genuine majority of voting rights in METRO AG in the future and what goals it possibly pursues by enhancing its influence.

Even if the Bidder were to achieve a majority of voting rights at General Meetings at any future point in time, it remains unclear what kind of influence over METRO AG the Bidder is seeking by acquiring such a majority. Some of the goals communicated by EP Global Commerce VI GmbH, a person acting jointly with the Bidder within the meaning of Sec. 2 (5) WpÜG, in the Previous Offer cannot be achieved by a mere majority at General Meetings, as they could only be implemented based on a domination agreement or a similar structural measure. As long as the Bidder does not

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OBJECTIVES AND INTENTIONS OF THE BIDDER, THE BIDDER PARENT SHAREHOLDERS AND THE INVESTORS

AND FORESEEABLE CONSEQUENCES FOR METRO

itself have a secure three-quarters majority at the General Meeting, such structural measures are difficult to implement without the cooperation of the other major METRO Shareholders.

In principle, the Management Board and the Supervisory Board, appreciate the fact that, according to the information provided in Section 8 of the Offer Document, the Investors again state that they aim at strengthening METRO's position as an international independent supplier of food and selected non-food products to corporate customers offered through a network of attractive stationary markets, delivery services and online offering. The strengthening of the wholesale business and the organic growth of delivery services and online offering intended by the Investors already constitute key elements of METRO's strategy (cf. in this regard Section II.1.6 of this Statement).

The Management Board and the Supervisory Board continue to be open to changes in the shareholder base even if such changes lead to a shareholder acquiring a controlling share. However, the Management Board and the Supervisory Board still do not consider a specific shareholder structure a necessary requirement for the implementation of their strategic plans. In the opinion of the Management Board and the Supervisory Board, METRO is in a position to react to the dynamically developing market environment and challenges posed by the COVID-19 pandemic irrespective of its shareholder structure already today. The Management Board and the Supervisory Board believe that it is the joint responsibility of all groups of shareholders to jointly facilitate constructive business activities of METRO, even though METRO Shareholders may have different interests and goals in the individual case.

The Management Board and the Supervisory Board are still convinced that METRO is already pursuing a value creating and sustainable growth strategy and that it has already achieved a lot by completing its transformation processes. However, the Management Board and the Supervisory Board are always willing to discuss any proposals made by shareholders to further improve the organisation, business and processes.

2.2 Future business activities, appropriation of assets and obligations of METRO

The Management Board and the Supervisory Board consider it meaningless that, in Section 9.1 of the Offer Document, the Bidder states as the reason for its intention not to actively interfere in the business activities of METRO AG that it does not expect to have sufficient rights of influence to do so after consummation of the Offer. The relevant question, i.e. what plans the Bidder has in the event of a further increase in its shareholding after the implementation of the Offer, remains unanswered. The fact that the Management Board is to continue to run the daily business

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OBJECTIVES AND INTENTIONS OF THE BIDDER, THE BIDDER PARENT SHAREHOLDERS AND THE INVESTORS

AND FORESEEABLE CONSEQUENCES FOR METRO

independently and to take into consideration any reservations of consent of the Supervisory Board is required under applicable stock corporation law.

The Management Board and the Supervisory Board see it as positive that the Bidder does not intend to cause METRO AG or any other METRO Company to change its company name after consummation of the Offer, because the company names contain valuable brands of METRO. Moreover, the Management Board and the Supervisory Board welcome the fact that the Bidder intends to maintain METRO's proprietary brands as well as registered trademarks of METRO's own products and to support METRO in further enhancing brand awareness. This intention is in line with the established brand strategy pursued by METRO.

The Management Board and the Supervisory Board generally see it as positive that the Bidder - unlike EP Global Commerce VI GmbH in the Previous Offer - describes options for refinancing METRO AG and for using working capital facilities for general financing purposes (which presumably means general "business" rather than "corporate" financing purposes; in the English translation, the Bidder refers in this context to "general corporate finance purposes"). However, the Management Board and the Supervisory Board understand Section 14.2 of the Offer Document to the effect that the Bidder intends to assume any financing responsibility only in the unexpected event that it acquires more than 50% of the voting rights in METRO AG, and only for some specific METRO Companies. Whether and, if so, for how long the relevant financing would be available even in the event of a subsequent increase in the Bidder's shareholding above 50% of the voting rights in METRO AG at a later point in time is not clear from the Offer Document, as it does not contain any information as to the term of the relevant financing components. This information would have been material in order to assess the financing responsibility offered by the Bidder. The Management Board and the Supervisory Board see the statements made by the Bidder on the financing responsibility as yet another indication supporting the assumption that the Bidder might seek to further increase its shareholding after consummation of the Offer. The Management Board, with the assistance of the Supervisory Board, will review all financing options available to METRO in any given situation in the interest of the company.

2.3 Registered office of the company and locations of key parts of the company

The Management Board and the Supervisory Board consider it positive that the Bidder does not intend to cause METRO AG to relocate its registered office or head offices from Düsseldorf to another location. Düsseldorf has proven itself to be an ideal location for METRO as a wholesale company.

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OBJECTIVES AND INTENTIONS OF THE BIDDER, THE BIDDER PARENT SHAREHOLDERS AND THE INVESTORS

AND FORESEEABLE CONSEQUENCES FOR METRO

In contrast to the Previous Offer, however, the Bidder does not limit its intention to refrain from causing any other METRO Company to relocate, or close down, its respective registered office and respective head offices or the location of any of its key business parts to METRO Companies which it considers relevant for the growth of the wholesale business. At the same time, it remains unclear, however, whether the Bidder omitted this limitation due to changed objectives or merely because it did not expect to acquire the required rights of influence after consummation of the Offer. If the Bidder's intention, which is not limited as aforesaid, is based solely on a lack of rights of influence, the Management Board and the Supervisory Board consider it negative, otherwise they see it as a positive sign.

Employees, employee representation and terms and conditions of employment
The Management Board and the Supervisory Board appreciate the fact that the Bidder does not intend to make any changes that would have an impact on employees, the conditions of employment, collective bargaining agreements, works councils or employee representatives on the Supervisory Board. It is not clear to the Management Board and the Supervisory Board what the Bidder means when it refers to supporting alleged "plans of the Management Board" to optimise METRO AG's headquarters, considering that the announced programme has already been completed at METRO AG and, currently, only some individual adjustment measures are implemented at subsidiaries. In any event, the Management Board and the Supervisory Board are concerned that the Bidder emphasises the issue of a possible reduction of the workforce in this context. The Management Board and the Supervisory Board consider it positive that the Bidder does not intend to take any action which would result in a material adverse change in the conditions or terms of employment or the conditions in the organisation of the employee representatives or employee bodies of METRO. However, it has to be seen also with regard to the employee-related intentions of the Bidder whether the Bidder pursues farther-reaching goals in the event that it increases both its shareholding in METRO AG and its influence after consummation of the Offer.
Management Board and Supervisory Board
The Management Board and the Supervisory Board see it as negative that the Bidder states as the reason for its intention not to change the composition of the Management Board solely that it will not have a decisive say in the composition of the Management Board. It is regrettable that the Bidder - unlike in the Previous Offer - does not commit itself to constructively cooperate with the Management Board. This is all the more so, as the Management Board and the Supervisory Board believe that an atmosphere of trust and stability are important factors for METRO to cope with the current situation amidst the COVID-19 pandemic. Pursuant to the German Stock Corporation Act, finding a new CEO is the responsibility of the Supervisory Board which, according to the code of procedure of the Supervisory Board, is performed by the Presidential Committee

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OBJECTIVES AND INTENTIONS OF THE BIDDER, THE BIDDER PARENT SHAREHOLDERS AND THE INVESTORS

AND FORESEEABLE CONSEQUENCES FOR METRO

(Aufsichtsratspräsidium). The members of the Presidential Committee are Jürgen Steinemann, Xaver Schiller, Thomas Dommel and Professor Dr Edgar Ernst. Marco Arcelli, who was elected to the Supervisory Board upon the Bidder's proposal, is of course entitled to participate in the discussions and the voting in connection with the appointment of a new member of the Management Board and the appointment of a CEO, like all other members of the Supervisory Board. The Supervisory Board intends to prepare the decision on a successor in accordance with its duties and the principles of good corporate governance on an adequate information basis and to ensure that the decision is supported by a broad majority of the members of the Supervisory Board. This also includes, when preparing the decision on the successor, to take into consideration - to the extent legally permissible - the opinions of Supervisory Board members that are not members of the Presidential Committee and of key shareholders.

The fact that the Management Board is to continue to run the daily business independently is required under applicable stock corporation law in Sec. 76 (1) AktG. Furthermore, from the point of view of the Management Board and the Supervisory Board, it is self-evident to comply with the German Stock Corporation Act and the code of procedure for the Management Board. The Management Board and the Supervisory Board also commit themselves to comply with the recommendations set forth in the German Corporate Governance Code unless non-conformities have been or will in future be declared.

The evaluation of the objectives and intentions of the Bidder set out in the following paragraphs must be considered against the background that the composition of the shareholder representatives on the Supervisory Board as the supervisory body of METRO AG is the responsibility of the METRO Shareholders and the Supervisory Board can only make proposals in this context. The Management Board fully supports the evaluations of the Supervisory Board.

The Supervisory Board generally acknowledges the Bidder's intention to continue to be represented on the Supervisory Board in a manner that takes due account of its shareholding. The Bidder Parent Shareholders are represented on the Supervisory Board already today by Marco Arcelli. The Bidders intention to obtain at least one additional seat on the Supervisory Board on the next Annual General Meeting of METRO AG is not objectionable from a mathematical point of view in the event of a holding of approximately 30%. However, the election of Supervisory Board members is a decision to be made by the General Meeting, which resolves on appointing new members to fill vacancies with a simple majority of the votes cast (i.e. more than 50% of the votes cast). If the Bidder wants other shareholders to support a candidate nominated by it on the General Meeting, the Supervisory Board believes it to be decisive that the Bidder helps creating an atmosphere of trust and stability and, for this purpose, endeavours - more strongly than is currently the case - to enter into a dialogue with the other shareholder groups and clearly communicates the goals pursued by it

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OBJECTIVES AND INTENTIONS OF THE BIDDER, THE BIDDER PARENT SHAREHOLDERS AND THE INVESTORS

AND FORESEEABLE CONSEQUENCES FOR METRO

with respect to METRO. The Supervisory Board therefore considers it a positive sign that the Bidder intends to discuss the composition of the Supervisory Board with other relevant stakeholders after consummation of the Offer. On the other hand, however, the present low ball offer does not help to build trust because it ultimately runs counter to the interest of the METRO Shareholders, i.e. that all METRO Shareholders participate in a reasonable control premium.

The Supervisory Board points out that the Bidder - unlike in the Previous Offer and contrary to what is recommended in the German Corporate Governance Code - does not state that the Supervisory Board should include a sufficient number of independent members. Moreover, the Supervisory Board would like to point to the wording chosen by the Bidder, i.e. that it does not expect to be in a position to "immediately have control" over the Supervisory Board after consummation of the Offer. The Supervisory Board understands the unclear wording of having "control" over the Supervisory Board chosen by the Bidder to the effect that the Bidder intends to have a number of representatives on the Supervisory Board so as to enable it to enforce majority decisions in the Supervisory Board on its own. According to the provisions of the German Stock Corporation Act and the German Co-Determination Act, this would require that all shareholder representative positions on the Supervisory Board are filled with the Bidder's own representatives. The Bidder might at least seek to keep the option, after having acquired a sufficiently high number of shares necessary for a majority at General Meetings, to fill the seats of the shareholder representatives on the Supervisory Board one after the other over time with its own representatives in order to be able to enforce far-reaching measures which may even include the appointment of other Management Board members. The Supervisory Board notes this with concern, because the principles of good corporate governance require that all groups of shareholders are adequately represented on the Supervisory Board and, also, that an adequate number of independent shareholder representatives remain members of the Supervisory Board as long as free-float shareholders hold shares in the company.

The Supervisory Board sees it as positive but at the same time considers it self-evident that the Bidder does not intend to change the size of the Supervisory Board and that it furthermore acknowledges the rules under the German Co-Determination Act (Mitbestimmungsgesetz). The number of supervisory board members of a parent company of the size of METRO is defined in Sec. 7 (1) sentence 1 no 3 of the German Co-Determination Act and is mandatory as are the other rules under the German Co-Determination Act.

2.6 Possible structural measures and their ramifications

The Management Board and the Supervisory Board consider it meaningless that, according to the information provided by the Bidder, it does not intend to enter into a domination and profit and loss

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OBJECTIVES AND INTENTIONS OF THE BIDDER, THE BIDDER PARENT SHAREHOLDERS AND THE INVESTORS

AND FORESEEABLE CONSEQUENCES FOR METRO

transfer agreement or to implement a squeeze-out pursuant to Secs. 327a et seqq. AktG or Secs. 39a et seqq. WpÜG only because it expects that only a small number of shareholders will accept the Offer and that it will therefore presumably not have the required majority or holding to implement such measures. In fact, both measures can, in practice, not be implemented given the current capital and shareholder structure and in view of the continuity of the number of shareholders present at the most recent General Meeting without the cooperation of the two other indirect major shareholders, i.e. Meridian Stiftung and the Prof. Otto Beisheim-Stiftungen (cf. in this regard Section VI.2 of this Statement). Accordingly, the Bidder leaves the question unanswered what its intentions would be with respect to a domination and profit and loss transfer agreement or a squeeze-out if it had the majority required therefor. The Management Board and the Supervisory Board point out in this connection that the documents on file with the commercial register for the Bidder include a power of attorney of 24 August 2020 issued by EP Global Commerce VII GmbH, the direct shareholder of the Bidder, and signed by Daniel Křetínský, which relates, inter alia, to the implementation of a domination and/or profit and loss transfer agreement between the Bidder and METRO AG and includes, in particular, the right to pass shareholders' resolutions of the Bidder with regard to the approval of the implementation or termination of a domination and/or profit and loss transfer agreement between the Bidder and METRO AG.

The Management Board and the Supervisory Board consider it a positive sign that the Bidder does not intend to arrange for a revocation of the admission to trading of the METRO Shares in the subsegment of the regulated market (regulierter Markt) with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange or to evaluate applying for or proposing to apply for suspension of the inclusion in the open market (Freiverkehr) of the stock exchanges in Berlin, Düsseldorf, Hamburg, Hanover, Munich and Stuttgart, and also Tradegate. The Management Board and the Supervisory Board believe that any such restrictions on the tradeability of the METRO Shares would also run counter to the goal expressed by the Bidder of giving itself more flexibility in the future.

3. Consequences for the financing, the tax situation, the dividend policy and the business relationships of METRO

3.1 Consequences for the financing of METRO

According to Section 14.2 of the Offer Document, for the purpose of financing the Offer, the Bidder, inter alia, entered into two debt financing options (external financing arrangements) whose probability of exercise depends on the acceptance rate of the Offer (see, in this regard, Section III.7 of this Statement). According to the Offer Document, the Bidder does not expect to hold more than 50% of the voting rights in METRO AG after consummation of the Offer and therefore considers it

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OBJECTIVES AND INTENTIONS OF THE BIDDER, THE BIDDER PARENT SHAREHOLDERS AND THE INVESTORS

AND FORESEEABLE CONSEQUENCES FOR METRO

more likely that the first debt financing option (External Financing 1) will be exercised. As long as Standard & Poor's rating agency does not downgrade METRO AG's credit rating (which is currently BBB-/A-3), the Management Board and the Supervisory Board do not expect any material consequences to arise for the financing of METRO as a result of the Offer. The Management Board and the Supervisory Board do not expect that solely because of a change in the holding of the Bidder in METRO AG of approximately 29.99% to more than 30% of the voting rights, METRO AG's credit rating will be downgraded.

However, in the event that METRO AG's credit rating deteriorates, the Offer could have serious consequences for the financing of METRO. The Offer could contribute to a deterioration of the credit rating, in particular, if the Bidder, after consummation of the Offer or at a later point in time, has a degree of influence that enables it to alter METRO AG's current financing policy, which is conservative and substantially supports the proclaimed objective of achieving an investment grade rating. The probability of a deterioration of the credit rating tends to increase with an increasing degree of control by the Bidder. In the event of a downgrading of METRO AG's credit rating, the effects on the existing financing and cash reserve of METRO would be significant. Negative consequences would arise in particular for the existing credit facilities, the working capital financing requirements, future real estate transactions, the securing of lease agreements and local credit lines by guarantees provided by METRO and its own del credere business, which might result in considerably increased cash requirements. In addition, METRO's access to a number of different financing instruments on the banking and capital markets would be impaired. The Management Board and the Supervisory Board therefore cannot rule out that the Offer might have material effects on the financing of METRO.

3.2 Tax consequences for METRO

As of 30 September 2019, METRO AG and the METRO Companies based in Germany reported corporate income tax loss carry-forwards in the total amount of approximately EUR 3,444 million and trade tax loss carry-forwards in the total amount of approximately EUR 3,847 million. Provided that the Bidder, in accordance with its expectations, does not hold more than 50% of the voting rights in METRO AG but, in this regard, only exceeds the holding threshold of 30% following consummation of the Offer, and further provided that its pro rata share in the share capital of METRO AG after consummation of the Offer does not exceed 50%, either, the Management Board and the Supervisory Board do not expect any adverse consequences as regards existing loss carry-forwards and current tax losses, if any. However, in the event that, after consummation of the Offer (or - depending on the timing - after any additional acquisitions of shares), the Bidder holds either more than 50% of the voting rights of METRO AG or more than a 50% share in the share capital of METRO AG, the Management Board and the Supervisory Board

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OBJECTIVES AND INTENTIONS OF THE BIDDER, THE BIDDER PARENT SHAREHOLDERS AND THE INVESTORS

AND FORESEEABLE CONSEQUENCES FOR METRO

point out that, if a direct or indirect holding of more than 50% of the share capital or the voting rights conferred by METRO Shares is transferred to an acquirer, affiliates or other closely associated persons or a group of acquirers pursuing similar interests (so-called relevant change of ownership (schädlicher Beteiligungserwerb)), any existing loss carry-forwards and current tax losses (if any) might be eliminated. To the extent that loss carry-forwards and current tax losses (if any) are eliminated they cannot be offset against any future taxable profits. Moreover, in METRO AG's consolidated financial statements as at 30 September 2019, deferred tax assets in the total amount of approximately EUR 30 million have been recognised for parts of the corporate and trade tax loss carry-forwards. To the extent that these parts of the corporate and trade tax loss carry forwards are also eliminated, i.e. in particular in the event of the loss carry-forwards being eliminated in their entirety, these deferred tax assets would have to be depreciated affecting net income. If more than 50% of the METRO Shares are acquired by the Bidder, this could additionally result in negative tax consequences for METRO under foreign tax laws.

On the basis of the provisions under German real estate transfer tax law (Grunderwerbsteuerrecht) applicable at the time of consummation of the Offer, the Management Board and the Supervisory Board expect no or at least no significant real estate transfer tax burden for METRO. However, the legislator currently has specific plans to change the real estate transfer tax provisions and, in particular, to lower the holding thresholds that give rise to the obligation to pay real estate transfer tax. Depending on the real estate transfer tax provisions applicable at the time of consummation of the Offer and any relevant holding thresholds as provided for therein and subject to the acceptance rate upon consummation of the Offer and possibly additional past or future direct or indirect changes that may be taken into account with regard to METRO AG's existing body of shareholders (Aktionärsbestand), a substantial tax burden may arise for METRO upon consummation of the Offer that, based on currently discussed bills, could probably be in the mid double-digit million euro range.

CECONOMY AG holds a share of approximately 1% of the METRO's share capital, which share was granted to CECONOMY AG in 2017 in the context of a spin-off. Pursuant to Sec. 22 (1) of the German Transformation Tax Act (Umwandlungssteuergesetz), this share is subject to a fiscal holding period, i.e. its disposal could trigger retroactive taxation of certain hidden reserves existing at the fiscal transfer date of the spin-off. The tax burden in the event of a disposal has been decreasing since 1 October 2016 in a linear manner by one-seventh after the expiry of one full year in each case and would currently probably be in the low three-digit million euro range. This tax burden would also arise if CECONOMY AG accepted the Offer for its 1% share.

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OBJECTIVES AND INTENTIONS OF THE BIDDER, THE BIDDER PARENT SHAREHOLDERS AND THE INVESTORS

AND FORESEEABLE CONSEQUENCES FOR METRO

Consequences for the dividend policy of METRO AG
Based on the fact that the Bidder does not expect to hold more than 50% of the voting rights in METRO AG after consummation of the Offer, the Management Board and the Supervisory Board do not expect that the Offer will have any effects on the dividend policy of METRO AG. With the voting rights attached to the METRO Shares that they will hold at the time of future General Meetings of METRO AG, the Bidder, the persons acting jointly with the Bidder within the meaning of Sec. 2 (5) WpÜG and their respective affiliates can influence METRO AG's resolutions on the appropriation of profits and thus the amount of dividends paid. If the Bidder holds a de facto majority in General Meetings after consummation of the Offer or at a later point in time, it will be able to control the General Meeting's decision on the appropriation of profits within the framework of the available balance sheet profit even with a shareholding of less than 50% of the METRO Ordinary Shares.
In the Offer Document, the Bidder states that 8 February 2021 will be the last day on which the Offer may be consummated. If the Offer is consummated prior to the date of METRO's Annual General Meeting in the 2020/21 financial year, it is the Bidder who would be entitled to a dividend (if any) for the 2019/20 financial year to be paid on Tendered METRO Shares and not the METRO Shareholders who have accepted the Offer. The Offer does not provide for any compensation to be paid to the METRO Shareholders accepting the Offer for possibly not receiving a dividend for the 2019/20 financial year.
Consequences for existing business relationships of METRO
Potential consequences and effects on existing business relationships with lenders, suppliers, trade credit insurers and lessors are set out in Section V.3.1 above.
With regard to the other business relationships of METRO, contracting parties of companies of METRO may also be entitled to special rights if the Bidder gains control over METRO AG (so- called change-of-control clauses, with the definition of the change of control deviating in the individual agreements) or METRO AG's rating deteriorates (so-called rating clauses, cf. in this regard also Section V.3.1 of this Statement). This may also affect material contractual relationships. The possible rights of the contracting parties include, inter alia, the right to demand amendment of the terms and/or the framework conditions, the right to demand adjustment of collateral as well as extraordinary termination rights. It cannot be ruled out that the respective contracting parties might invoke such rights. Various agreements include different thresholds for change of control clauses.

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OBJECTIVES AND INTENTIONS OF THE BIDDER, THE BIDDER PARENT SHAREHOLDERS AND THE INVESTORS

AND FORESEEABLE CONSEQUENCES FOR METRO

As a consequence of a change of control or a downgrading of the rating, it may become considerably more difficult for METRO to perform existing business relationships and framework conditions may substantially deteriorate; it may also become necessary, due to the termination of business relationships, to find new contract partners and to entirely renegotiate the agreements. Different types of agreements are affected, including in particular lease agreements on the leasing of commercial areas and co-operations (for instance, procurement co-operation projects).

4. Consequences affecting the employees, their employment conditions and their representative bodies at METRO as well as the METRO sites

In Section 9.3 of the Offer Document, the Bidder states that the consummation of the Offer will not have an impact on employees, the conditions of employment, collective bargaining agreements, works councils or employee representatives on the Supervisory Board. With this statement, the Bidder only refers to the consequences of the immediate result of the Offer as expected by it, but it does not make any statements as regards the possible consequences arising in the event of a further increase in the Bidder's shareholding involving increased rights of influence. In this context, the Management Board and the Supervisory Board point out that the offer document relating to the Previous Offer contained various intentions with respect to employee-related issues if increased influence had been achieved, which could have had an impact on the above described employee- related issues.

The Management Board and the Supervisory Board do not see any reasons for changes or other consequences for employees, their representative bodies, the conditions of employment and the operational sites of METRO, especially regarding employment terms at METRO, collective bargaining agreements, shop agreements or similar agreements, works councils, the constructive cooperation with the employee representative bodies, the current level of co-determination, the employee representatives on the Supervisory Board, closure or relocation of sites after consummation of the Offer outside the scope of the existing company strategy. However, the Management Board and the Supervisory Board cannot rule out that, in the event of an unexpectedly high acceptance rate or following a further increase in the Bidder's influence after consummation of the Offer, the Bidder might seek to implement changes in individual or several of these areas. In the event that, as a result of the Offer, the Bidder exceeds the control threshold of 30% of the voting rights in METRO AG, it may subsequently increase its shareholding without again having to publish its intentions and the resulting consequences for the employees and their representative bodies, the conditions of employment and the operational sites of the target company in an offer document.

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POSSIBLE CONSEQUENCES FOR METRO SHAREHOLDERS

VI. POSSIBLE CONSEQUENCES FOR METRO SHAREHOLDERS

The following explanations are intended to provide METRO Shareholders with the necessary information to evaluate the consequences of accepting - or not accepting - the Offer. The following information contains aspects that the Management Board and the Supervisory Board deem relevant to the decision to be made by the METRO Shareholders regarding the acceptance of the Offer. Such a list can never be complete, however, because individual circumstances and special characteristics cannot be taken into consideration. METRO Shareholders have to take their own decision as to whether and to what extent they wish to accept the Offer. The following aspects can only serve as a guideline. All METRO Shareholders should take their own personal circumstances, including their individual tax situation and individual tax consequences of accepting the Offer or not, adequately into account when making the decision. The Management Board and the Supervisory Board recommend that each individual METRO Shareholder obtains expert advice if and to the extent necessary.

1. Possible consequences upon acceptance of the Offer

Taking into account the above, all METRO Shareholders that intend to accept the Offer should note, inter alia, the following:

METRO Shareholders that accept or have accepted the Offer will no longer benefit from any positive development of the stock exchange price of the METRO Shares or from any favourable business development of METRO as regards their Tendered METRO Shares.
The consummation of the Offer and the payment of the Ordinary Share Offer Price and/or the Preference Share Offer Price will not take place until all Offer Conditions have either been fulfilled or the Bidder has waived fulfilment thereof, to the extent that this is possible. The Bidder has indicated 8 February 2021 as the latest possible date for consummation of the Offer in Section 13.6 of the Offer Document. Until such point in time, consummation of the Offer or the final decision on its non-consummation may be delayed. Consummation of the Offer may, in particular, be delayed on account of regulatory approvals or procedures that must be obtained or completed, respectively, prior to consummation of the Offer. In the meantime, the METRO Shareholders that have accepted the Offer may be restricted in their possibilities to dispose of the METRO Shares for which they have accepted the Offer. In such instances, the shareholders have no contractual right of withdrawal.
METRO Shareholders that accept or have accepted the Offer are required to unwind the agreements which were entered into as a result of the Offer being accepted if and to the

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POSSIBLE CONSEQUENCES FOR METRO SHAREHOLDERS

extent Offer Conditions have not been fulfilled or validly waived by the Bidder by the expiry of the Acceptance Period (see Section 12.2 of the Offer Document for further details).

The Tendered METRO Ordinary Shares and the Tendered METRO Preference Shares will in each case be traded under a separate ISIN, and will therefore not be fungible with the shares not tendered for sale. If the acceptance rate is low, liquidity may be low within these separate classes of shares. This holds particularly true for the METRO Preference Shares, the absolute number of which is considerably lower than the absolute number of METRO Ordinary Shares. Trading under the respective separate ISIN may take place at a different price than the trading of METRO Ordinary Shares or METRO Preference Shares not tendered for sale.
After the completion of the Offer and the expiry of the one-year period pursuant to Sec. 31 (5) WpÜG, the Bidder is allowed to acquire additional METRO Shares at a higher price off the exchange, without being required to adjust the Offer Price for the relevant class of share for the benefit of those METRO Shareholders that have already accepted the Offer. The Bidder might also purchase METRO Shares at a higher price via the stock exchange already within the above mentioned one-year period, without being required to adjust the Offer Price for the relevant class of share for the benefit of those METRO Shareholders that have already accepted the Offer.
METRO Shareholders that accept the Offer will not participate in any Compensation Payments which are payable by law (or based on case law interpreting the laws) in the event that a structural measure is implemented at any later point in time (in particular in the event that a domination agreement is entered into or that a squeeze-out or transformation measures are implemented). These Compensation Payments will be calculated based on METRO AG's Enterprise Value and, where applicable, the stock exchange prices of the METRO Shares at a future point in time and may be reviewed by the courts in the course of appraisal rights proceedings (Spruchverfahren). Compensation Payments may be higher or lower than the Ordinary Share Offer Price or the Preference Share Offer Price. The compensation for METRO Ordinary Shares and METRO Preference Shares may have the same level or may be different for the two share classes, based on, among other aspects, the different rights attached to the two classes of shares.

2. Possible consequences upon non-acceptance of the Offer

METRO Shareholders that do not accept the Offer and that also do not otherwise sell their METRO Shares remain METRO Shareholders, but should note, inter alia, the following:

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POSSIBLE CONSEQUENCES FOR METRO SHAREHOLDERS

According to the Bidder's publications made so far pursuant to Sec. 23 (1) sentence 1 no 1 WpÜG, the Offer has already been accepted for more than two METRO Ordinary Shares, which means that, upon consummation of the Offer, the Bidder would hold more than 30% of the voting rights in METRO AG and would therefore gain control within the meaning of Sec. 29 (2) sentence 1 WpÜG. Upon consummation of the Offer, pursuant to Sec. 35 (3) WpÜG, the Bidder therefore would not be required to make a mandatory offer to the METRO Shareholders. No mandatory offer would be required either in this case even if the Bidder further increased its shareholding in METRO AG at any later point in time. This means that the Bidder will be able in the future to acquire blocks of shares from other shareholders at a premium without having to pay the same premium to all other shareholders as well (as regards any special requirements applicable during the one-year period pursuant to Sec. 31 (5) sentence 1 WpÜG see Section III.5 of the Statement). In this context, the rules under German takeover law may differ from the rules in certain other jurisdictions that shareholders might be accustomed to. METRO Shareholders that do not accept the Offer will, therefore, have to take into account the possibility that, over a certain period of time in the future, the Bidder may establish a holding of between 30% and 100% of the voting rights in METRO AG without the METRO Shareholders being offered another opportunity to sell their METRO Shares to the Bidder in the context of a public offer.
METRO Shares that have not been tendered into the Offer will continue to be traded on the respective stock exchanges until a potential delisting of the METRO Shares that may occur at any future point in time. METRO Shareholders bear the risk of the future development of METRO and therefore also of the future development of the stock exchange price of METRO Shares held by them. The stock exchange price of the METRO Shares may be affected, inter alia, by the fact that the Bidder has published the Offer or that the Bidder or third parties carry out transactions in METRO Shares in connection with the Offer. It is uncertain whether the stock exchange price of the METRO Shares will increase or decrease in the future or whether it will remain at a similar level.
The implementation of the Offer and additional acquisitions of shares by the Bidder or by the persons acting jointly with the Bidder may result in a reduction of the free float of METRO Ordinary Shares and/or METRO Preference Shares. Under extreme circumstances, the number of METRO Ordinary Shares and/or METRO Preference Shares in free float could drop at a future point in time by such a degree that the liquidity of the METRO Ordinary Shares and/or the METRO Preference Shares decreases. As a result, it may not be possible to execute purchase or sell orders relating to METRO Ordinary Shares and/or METRO Preference Shares, or at least not in a timely manner. Furthermore, a

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POSSIBLE CONSEQUENCES FOR METRO SHAREHOLDERS

decreasing liquidity of the METRO Shares could result in lower market prices and greater price fluctuations than in the past. A significant reduction of the market capitalisation in free float could result in the METRO Ordinary Shares being excluded from the MDAX.

It is possible that, as a result of the Offer or any subsequent increase in the Bidder's shareholding in METRO AG, the Bidder gains a controlling influence over METRO AG within the meaning of Sec. 17 AktG (commonly referred to as a 'de facto group'). As long as the number of shareholders present at General Meetings of METRO AG remains as high as it has been in the past few years, however, the Bidder would have to build up a shareholding that is significantly above 30% of the METRO Ordinary Shares in order to achieve this purpose. In this case, the legal framework for a dependency between the Bidder and METRO AG is defined by Secs. 311 et seqq. AktG. This means in particular, that the Bidder may initiate actions that are disadvantageous to METRO AG only if the disadvantage is compensated for. In the long term, this might result in a weakening of METRO's business and earnings performance. If the Bidder holds a majority in General Meetings, it may be able to resolve that important measures be taken such as most of the amendments of the articles of association including capital increases with respect to the METRO Ordinary Shares.
An increase in the shareholding of the Bidder might result in METRO AG no longer being able, or being able only to a limited extent, to carry out corporate transactions against the granting of METRO Shares as consideration. METRO AG's options for implementing capital increases and raising new equity might also be limited or reduced to zero because of the change to its shareholder structure after the completion of the Transaction.
In the opinion of the Management Board and the Supervisory Board, in view of the low Offer Prices, the Bidder's assessment that it will not hold more than 50% of the voting rights in METRO AG after consummation of the Offer appears to be realistic. It cannot be ruled out, however, that - for example as a result of unforeseeable negative events - the Offer is accepted by an unexpectedly high number of METRO Shareholders or that the Bidder subsequently increases its shareholding in METRO AG. The Bidder therefore may hold the qualifying majority necessary to adopt resolutions of material significance at METRO AG's General Meeting at a future point in time. Such measures may include for example causing the conclusion of a domination and profit and loss transfer agreement, the exclusion of subscription rights in connection with corporate actions, restructurings, or a merger or dissolution of the company (including a dissolution by transfer (übertragende Auflösung)). As long as the Bidder does not itself have a secure three-quarters majority at the General Meeting of METRO AG, and the other large shareholder group of METRO AG comprising Meridian Stiftung and the Prof. Otto Beisheim-Stiftungen indirectly holds

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OFFICIAL APPROVALS AND PROCEEDINGS

an aggregate amount of approximately 23.06% of the METRO Ordinary Shares, it may, in practice, be difficult for the Bidder to organise the required three-quarters majority at the General Meeting without the co-operation of these shareholders groups. It cannot be ruled out either that, at any later point in time, the Bidder will hold the shareholding required to demand a squeeze-out. However, a squeeze-out demanded by the Bidder would require, given the current capital and shareholder structure, that Meridian Stiftung and the Beisheim-Stiftungen at least provide a substantial portion of the METRO Shares held by them for this purpose. It can further not be ruled out that, at any later point in time, the Bidder will be able to exert influence over METRO AG so as to cause it to apply for a revocation of the admission of the METRO Shares to trading on the sub-segment of the regulated market (regulierter Markt) with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange and/or on the regulated market of the Frankfurt Stock Exchange as a whole (delisting).

Some of the aforementioned measures could give rise to an obligation of the Bidder to make an offer to the minority shareholders to acquire their METRO Shares against adequate consideration, or to pay a recurring compensation amount. The consideration and compensation payments made to the METRO Shareholders in connection with possible structural measures implemented by the Bidder may have the same level or may be higher or lower than the Ordinary Share Offer Price and/or the Preference Share Offer Price. The compensation for METRO Ordinary Shares and METRO Preference Shares may have the same level or may be different for the two share classes, based on, among other aspects, the different rights attached to the two classes of shares.

VII. OFFICIAL APPROVALS AND PROCEEDINGS

The Management Board and the Supervisory Board point out that the Bidder explains in Section 11.1 of the Offer Document that the planned acquisition of METRO Shares by the Bidder in accordance with the terms and conditions of the Offer ("Transaction") is subject to merger control clearance by the European Commission and/or the relevant competition authorities in the Member States of the European Union to which the Transaction may be transferred, and by the competent authorities in Russia, Serbia, Turkey, and Ukraine in case the Bidder, as a result of the consummation of the Offer, obtains control over METRO AG in accordance with the respective applicable merger control laws in the respective jurisdiction. In the Offer Document, the Bidder assumed that it will not gain control under the applicable merger control laws (including EU merger control law) in any of these jurisdictions if, after consummation of the Offer, it holds in total less than 39% of the voting rights attached to METRO Ordinary Shares.

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OFFICIAL APPROVALS AND PROCEEDINGS

In the Offer Document, the Bidder stated that it initiated the pre-merger procedure with the European Commission on 14 September 2020. According to the information provided in the Offer Document, the Bidder does not believe that the Transaction requires the assumption of obligations or that the European Commission will initiate a phase II investigation ("Phase II"). The Bidder does not expect either that a Member State of the European Union will file an application for referral. According to the Bidder, the time limit for clearance is expected to end within 25 working days from formal submission of the merger control notification (after conclusion of the pre- notification period).

In the Offer Document, the Bidder further points out that it submitted the required filings with the relevant authorities in Russia on 16 September 2020, in Turkey on 16 September 2020 and in the Ukraine on 22 September 2020. According to its statements in Section 11.4.2 of the Offer Document, the Bidder does not expect that the competent authorities in these countries will initiate an in-depth investigation procedure or that the Transaction will require the assumption of obligations. On 18 July 2020, EP Global Commerce VI GmbH obtained merger control clearance in Serbia for its offer of 10 July 2019 and the Bidder is currently reviewing, according to its own statements, whether this clearance also extends to the Transaction. The Bidder asked the competent authority in Serbia for a statement on this issue on 16 September 2020.

According to the information provided by the Bidder in Section 11.2 of the Offer Document, the Transaction requires foreign investment control approval by the competent authorities in France and Italy, if the Bidder obtains control within the meaning of EU merger control law as a result of the consummation of the Offer and if one or more of the respective subsidiaries of METRO AG in France and Italy conduct certain business activities relevant under investment control law applicable in each case.

In the Offer Document, the Bidder points out that it submitted the required foreign investment filings with the relevant competent authorities in France on 25 September 2020 and in Italy on 24 September 2020. At the time of the publication of the Offer Document, the Bidder does not expect that the competent authorities in these countries will initiate an in-depth investigation procedure or that the Transaction will require the assumption of obligations. On 7 October 2020, the Bidder announced that the offer condition set forth in Section 12.1.2(b) of the Offer Document (i.e. the foreign investment control approval to be granted by the Italian government) has been fulfilled because the competent authority in Italy informed the Bidder that no investment control procedure is to be carried out in Italy.

According to information provided by the Bidder in the Offer Document, the Transaction is furthermore subject to the shareholder control procedure (Inhaberkontrollverfahren) under the German Payment Services Supervision Act (Zahlungsdiensteaufsichtsgesetz) and the shareholder

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INTERESTS OF THE MEMBERS OF THE MANAGEMENT BOARD AND OF THE SUPERVISORY BOARD

control procedure under the German Insurance Supervision Act (Gesetz über die Beaufsichtigung der Versicherungsunternehmen) to be conducted by BaFin because certain thresholds triggering a notification obligation might be reached at the level of real,- Digital Payment & Technology Services GmbH, Düsseldorf, as a result of the Offer. The Bidder's assumption that real,- Digital Payment & Technology Services GmbH was sold as part of the food retail business is correct. The transfer of the company is yet to be effected. The Bidder points out that, on 15 September 2020, it filed together with the Bidder Shareholders the notifications required in this context. According to the Bidder, at the time of the publication of the Offer Document, BaFin has not yet confirmed the completeness of the filings and the statutory assessment period within which BaFin must decide on the filings has not yet started. With regard to the status of the procedures, the Bidder further states that the Bidder and the Bidder Shareholders are in close contact with BaFin, and are convinced that the procedures will be successfully concluded in a timely manner.

For further details on official approvals and procedures required according to the information provided by the Bidder, please refer to the Bidder's statements in Section 11 of the Offer Document.

VIII. INTERESTS OF THE MEMBERS OF THE MANAGEMENT BOARD AND OF THE SUPERVISORY BOARD

1. Specific interests of members of the Management Board and of the Supervisory Board

1.1 Specific interests of members of the Management Board

Of the members of the Management Board, only Olaf Koch, Christian Baier, Rafael Gasset and Eric Poirier hold METRO Ordinary Shares. None of the members of the Management Board hold METRO Preference Shares.

In the event of a change of control, the service contracts of Olaf Koch and Christian Baier provide for the right to resign from their office for good cause (aus wichtigem Grund) within six months after the change of control as to the end of each month by giving three months' prior notice. They may also terminate their service contract with effect to this date (extraordinary termination right). According to the contractual provisions, a change of control is deemed to have occurred if either a single shareholder or a group of shareholders acting jointly has acquired a controlling interest within the meaning of Sec. 29 WpÜG by way of holding at least 30% of the voting rights in METRO AG and the change of control significantly impairs the position of the member of the Management Board. Therefore, an extraordinary termination right does not arise due to a change of control upon consummation of the Offer alone, but only if further measures are initiated as a consequence of the Offer and such measures lead to such significant impairment. If the extraordinary termination right is exercised, or if the service contract is terminated by mutual

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INTERESTS OF THE MEMBERS OF THE MANAGEMENT BOARD AND OF THE SUPERVISORY BOARD

agreement (Aufhebung) within six months of the change of control, the respective member of the Management Board will be entitled to demand the payout of his or her contractual entitlements existing for the remaining term of that member's service contract by way of a one-time payment. The amount of the severance payment is limited to 150% of the severance payment cap. Irrespective of the foregoing, the service contract of Olaf Koch ends as of 31 December 2020 (cf., in this regard, Section II.1.2 of this Statement).

Until the 2019/20 financial year, the METRO AG Management Board members participated in a long-term performance share plan under which they are awarded virtual shares ("Performance Shares"). Individual annual tranches of the Performance Shares are still ongoing. The final number of Performance Shares as at the end of a three-year performance period is determined based on the achievement of pre-determined performance targets for certain key financial figures including earnings per share and total shareholder return; the achievement of the targeted total shareholder return depends on the relative development of the dividend-adjusted stock price of METRO Ordinary Shares as compared to the MDAX and peer group of direct competitors. The Performance Shares are paid out in cash based on the development of the stock exchange price of the METRO Ordinary Share and of the cumulated dividends (as compared to the defined peer groups) after the expiry of the performance period. The payout requires, in principle, that the members of the Management Board build up a personal investment in METRO Ordinary Shares.

With effect as of the 2020/21 financial year, the multi-annual variable remuneration (long-term incentive) of the members of METRO AG's Management Board has been changed to a performance cash plan with a term of four years. The first annual tranche under the performance cash plan is scheduled to be issued after the 2021 Annual General Meeting. The payout under the relevant annual tranches will be determined based on the achievement of pre-determined performance targets for the earnings per share and total shareholder return key financial figures; the achievement of the targeted total shareholder return depends on the relative development of the dividend-adjusted stock price of METRO Ordinary Shares as compared to the MDAX and a peer group of direct competitors. In addition, the members of the Management Board are obligated to make own investments in METRO Ordinary Shares.

1.2 Specific interests of members of the Supervisory Board

Of the members of the Supervisory Board, only Jürgen Steinemann, Herbert Bolliger, Gwyn Burr, Peter Küpfer and Dr Liliana Solomon hold METRO Ordinary Shares. None of the members of the Supervisory Board hold METRO Preference Shares.

At the time of the publication of the Offer Document, the member of the Supervisory Board, Marco Arcelli, is simultaneously CEO (chairman of the executive management body) of EP Global

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INTERESTS OF THE MEMBERS OF THE MANAGEMENT BOARD AND OF THE SUPERVISORY BOARD

Commerce a.s., Prague, Czech Republic, the sole shareholder of the Bidder and, accordingly, a person acting jointly with the Bidder within the meaning of Sec. 2 (5) WpÜG. Marco Arcelli did not take part in any consultation or resolutions of the Supervisory Board or in the flow of information relating to the takeover offer and this Statement.

The member of the Supervisory Board, Dr Fredy Raas, is simultaneously on the Board of foundation (as vice president) of Prof. Otto Beisheim-Stiftung, Baar, Switzerland, and the chairman of the board of Prof. Otto Beisheim-Stiftung, Munich, through which, according to the latest information provided to METRO AG, the Prof. Otto Beisheim Stiftungen indirectly - through Beisheim Capital GmbH, Düsseldorf, and Beisheim Holding GmbH, Baar, Switzerland, respectively - hold a total of 25,884,917 METRO Ordinary Shares, corresponding to a share of approximately 7.19% of the voting rights and approximately 7.13% of the share capital of METRO AG. In addition, Dr Raas is member of the management board of Beisheim Holding GmbH, Baar, Switzerland. The aggregate number of METRO Shares held by Beisheim Capital GmbH and Beisheim Holding GmbH together with the METRO Shares held by Palatin Verwaltungsgesellschaft mbH are the subject of a pool of voting rights. The Supervisory Board member, Dr Fredy Raas, is simultaneously a member of the supervisory board of CECONOMY AG, which - according to METRO AG's knowledge - holds 3,601,217 METRO Ordinary Shares, corresponding to a share of approximately 1.00% of the voting rights and approximately 0.99% of the share capital of METRO AG.

The member of the Supervisory Board, Peter Küpfer, is simultaneously a member of the advisory board of Gebr. Schmidt GmbH & Co. KG, a subsidiary of Meridian Stiftung, which, according to the latest information provided to METRO AG, holds 57,150,507 METRO Ordinary Shares, corresponding to a share of approximately 15.87% of the voting rights and approximately 15.74% of the share capital of METRO AG, indirectly via Palatin Verwaltungsgesellschaft mbH. The METRO Shares held by Palatin Verwaltungsgesellschaft mbH together with the METRO Shares held by Beisheim Capital GmbH and Beisheim Holding GmbH are the subject of a pool of voting rights.

2. Agreements with members of the Management Board or of the Supervisory Board

In connection with the Offer, neither the Bidder nor any persons acting jointly with the Bidder have entered into any agreements with members of the Management Board or the Supervisory Board and they did not offer the members of the Management Board the prospect of amendments or extensions of their employment contracts.

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INTENTIONS OF THE MEMBERS OF THE MANAGEMENT BOARD AND THE SUPERVISORY BOARD TO ACCEPT

THE OFFER

3. No non-cash or other benefits related to the Offer

The members of the Management Board and the Supervisory Board have not been granted, promised or given the prospect of non-cash benefits or any other benefits by the Bidder or any persons acting jointly with the Bidder, in each case, in the context of the Offer.

IX. INTENTIONS OF THE MEMBERS OF THE MANAGEMENT BOARD AND THE SUPERVISORY BOARD TO ACCEPT THE OFFER

All members of the Management Board holding METRO Ordinary Shares (Olaf Koch, Christian Baier, Rafael Gasset and Eric Poirier) intend not to accept the Bidder's Offer for all of the METRO Ordinary Shares held by them. None of the members of the Management Board hold METRO Preference Shares.

All members of the Supervisory Board holding METRO Ordinary Shares (Jürgen Steinemann, Herbert Bolliger, Gwyn Burr, Peter Küpfer and Dr Liliana Solomon) intend not to accept the Bidder's Offer for all of the METRO Ordinary Shares held by them. None of the members of the Supervisory Board hold METRO Preference Shares.

RECOMMENDATION
In consideration of the information in this Statement, in particular the future prospects of METRO, the comparison with historical stock exchange prices and the overall circumstances in connection with the Offer, the Management Board and the Supervisory Board are of the opinion that the consideration offered by the Bidder for the METRO Ordinary Shares and the METRO Preference Shares is notadequate within the meaning of Sec. 31 (1) WpÜG.
From the point of view of the Management Board and the Supervisory Board, the Bidder uses the low statutory minimum prices to pass the 30% threshold for voting rights in METRO AG and, thus, to avoid having to make a mandatory offer in the event of a subsequent increase in its shareholding. This means that, after the execution of the Offer, the Bidder could pay a premium to individual shareholders for their shareholding without having to offer that premium to all other shareholders as well (as regards any special requirements applicable during the one-year period pursuant to Sec. 31 (5) sentence 1 WpÜG see Section III.5 of the Statement). Moreover, the Management Board and the Supervisory Board firmly believe that the Ordinary Share Offer Price of EUR 8.48 per METRO Ordinary Share and the Preference Share Offer Price of EUR 8.89 per METRO Preference Share substantially undervalue the Company in the light of the earnings performance and the value prospects of METRO:

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RECOMMENDATION

The Bidder merely offers the statutory minimum price without offering a premium for the control sought by it and the possibility of further expanding such control.
In the past few years, METRO has undergone a comprehensive transformation process in which the company transformed from a conglomerate of different wholesalers and retailers into a leading and focused wholesale group.
In the 2019/20 financial year, METRO was able, despite the COVID-19 pandemic, to successfully complete the sale of a majority share in METRO China and of Real resulting in a net cash proceeds of EUR 1.9 billion and a corresponding reduction of its debt. These transaction proceeds and a robust financial performance help strengthening METRO's balance sheet and provide a solid foundation for dividend continuity in the 2019/20 financial year.
METRO's strategy aims at achieving sustainable and profitable growth. Until the COVID- 19 pandemic occurred, the like-for-like sales development of METRO Wholesale had been positive in year-on-year terms for six and a half years.
According to preliminary unaudited figures, METRO concluded the 2019/20 financial year at the upper end of the guidance range for sales and EBITDA performance. This development is based on a further recovery of the HoReCa business in Q4 2019/20 in Germany, Western Europe and Asia. The positive sales development in Germany, Russia and Eastern Europe also contributed to the further stabilisation in Q4 2019/20. In this context, especially the business in Russia has resumed its growth path following a strategic realignment and is gaining momentum. The business development is clear proof that the pursued strategy was the right choice and METRO expects to emerge from the pandemic stronger than it was before.
The Management Board and the Supervisory Board believe that, accordingly, the stock exchange prices of the METRO Shares are currently affected by the COVID-19 pandemic and do not adequately reflect the results of the successful strategy and transformation process and future potentials.

For these reasons and considering the other explanations provided in this Statement, the Management Board and the Supervisory Board recommend to the METRO Shareholders not to accept the Offer. This notwithstanding, the Management Board and the Supervisory Board continue to be open to a constructive dialogue with the Bidder.

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RECOMMENDATION

METRO Shareholders have to decide whether or not to accept the Offer considering the overall circumstances, their individual circumstances and personal assessment of the future performance of the value and the stock market price of METRO Shares. Subject to mandatory applicable law, the Management Board and the Supervisory Board assume no responsibility in the event that the acceptance or non-acceptance of the Offer subsequently has any adverse economic consequences for any METRO Shareholder.

Düsseldorf, 15 October 2020

METRO AG

The Management Board

The Supervisory Board

Annex 1: Information on the persons acting jointly with METRO AG

Annex 2: Opinion of BofA Securities of 15 October 2020

Annex 3: Opinion of Goldman Sachs of 15 October 2020

Annex 4: Opinion of Rothschild & Co of 15 October 2020

Annex 1

Information on the persons acting jointly with METRO AG

The companies set out in the table below, which are listed as direct and indirect subsidiaries of METRO AG in annex 3 to the Offer Document, are no longer direct or indirect subsidiaries of

METRO AG.

Corporate Name, registered seat and country

ASH Grundstücksverwaltung XXX GmbH, Düsseldorf, Germany

ASSET Zweite Immobilienbeteiligungen GmbH, Düsseldorf, Germany

Blabert Grundstücksverwaltungsgesellschaft mbH, Düsseldorf, Germany

delivery gmbh, Meckenheim, Germany DAYCONOMY GmbH, Düsseldorf, Germany DISH Plus GmbH, Düsseldorf, Germany Fulltrade International GmbH, Düsseldorf, Germany
GKF Grundstücksverwaltung GmbH & Co. Objekt Bremen-Vahr KG, Düsseldorf, Germany GKF Grundstücksverwaltung GmbH & Co. Objekt Emden KG, Düsseldorf, Germany
GKF Vermögensverwaltungsgesellschaft mbH & Co. Arrondierungsgrundstücke KG, Düsseldorf, Germany GKF Vermögensverwaltungsgesellschaft mbH & Co. Objekt Aachen SB-Warenhaus KG, Düsseldorf, Germany GKF Vermögensverwaltungsgesellschaft mbH & Co. Objekt Edingen-Neckarhausen KG, Düsseldorf, Germany GKF Vermögensverwaltungsgesellschaft mbH & Co. Objekt Emden KG, Düsseldorf, Germany
GKF Vermögensverwaltungsgesellschaft mbH & Co. Objekt Göttingen KG, Düsseldorf, Germany
GKF Vermögensverwaltungsgesellschaft mbH & Co. Objekt Mönchengladbach KG, Düsseldorf, Germany GKF Vermögensverwaltungsgesellschaft mbH & Co. Objekte Amberg und Landshut KG, Düsseldorf, Germany Heim & Büro Versand GmbH, Nister, Germany
Hospitality Digital Services Austria GmbH, Wien, Austria hospitality.data GmbH, Düsseldorf, Germany Hospitality.systems GmbH, Düsseldorf, Germany Liqueur & Wine Trade GmbH, Düsseldorf, Germany Markthalle GmbH, Düsseldorf, Germany
Meister feines Fleisch - feine Wurst GmbH, Gäufelden, Germany Metro International Beteiligungs GmbH, Düsseldorf, Germany
METRO Properties Enterprise Management Consulting (Shanghai) Co., Ltd., Shanghai, China METRO Travel Services GmbH, Düsseldorf, Germany
NIGRA Verwaltung GmbH & Co. Objekt Detmold KG, Düsseldorf, Germany real Digital Agency GmbH, Düsseldorf, Germany
real GmbH, Düsseldorf, Germany
real,- Digital Services GmbH, Düsseldorf, Germany real,- Group Holding GmbH, Düsseldorf, Germany real,- Handels GmbH, Düsseldorf, Germany real,- SB-Warenhaus GmbH, Düsseldorf, Germany Wirichs Immobilien GmbH, Düsseldorf, Germany

The companies set out in the table below are other direct or indirect subsidiaries of METRO AG in addition to annex 3 to the Offer Document

Corporate Name, registered seat and country

Professional Finance Technologies LLC, Moscow, Russian Federation

Matsmart in Scandinavia AB, Stockholm, Sweden

METRO Cash & Carry China Holding GmbH, Düsseldorf, Germany

METRO Asia Investment GmbH, Düsseldorf, Germany

NX-Food GmbH, Düsseldorf, Germany

METRO Achte Verwaltungs GmbH, Düsseldorf, Germany

METRO Neunte Verwaltungs GmbH, Düsseldorf, Germany

METRO Elfte Verwaltungs GmbH, Düsseldorf, Germany

METRO Zwölfte Verwaltungs GmbH, Düsseldorf, Germany

METRO Dreizehnte Verwaltungs GmbH, Düsseldorf, Germany

METRO Asia Investment Management Limited, Hong Kong, China

METRO Digital GmbH, Düsseldorf, Germany

WM Holding (HK) Limited, Hong Kong, China

With respect to the information stated in annex 3 to the Offer Document, the following changes of the corporate name or registered seat are to be noted:

Information stated in annex 3 to the Offer Document

Metro Finanzdienstleistungs Pensionen GmbH, Düsseldorf, Germany

METRO Group Accounting Center GmbH, Wörrstadt, Germany

METRO Jinjiang Cash & Carry Co., Ltd., Shanghai, China

NordRhein Trading GmbH, Düsseldorf, Germany

Update

New corporate name: METRO Deutschland Consulting GmbH, Düsseldorf, Germany

Change of registered seat: METRO GROUP Accounting Center GmbH, Düsseldorf, Germany

New corporate name: METRO Commerce Group Co., Ltd., Shanghai, China

New corporate name: METRO GastroFinanz GmbH, Düsseldorf, Germany

Annex 2

Opinion of BofA Securities of 15 October 2020

Annex 3

Opinion of Goldman Sachs of 15 October 2020

Annex 4

Opinion of Rothschild & Co of 15 October 2020

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STRICTLY CONFIDENTIAL

To:

The Supervisory Board of METRO AG

Metro-Straße 1

40235 Düsseldorf

15 October 2020

Ladies and Gentlemen,

You have informed us that EP Global Commerce GmbH (the "Bidder") has, with the offer document published on 1 October 2020, made a voluntary public takeover offer to the shareholders of METRO AG ("METRO" or the "Target Company") to acquire all outstanding shares of the Target Company for a cash consideration of EUR 8.48 per ordinary share and EUR 8.89 per preference share (together the "Consideration") (the "Offer"). The terms and conditions of the Offer are set out in the offer document published on 1 October 2020 pursuant to sections 34 and 14 para. 2 and 3 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz - WpÜG).

In connection with the Offer, you have requested our opinion on the fairness of the Consideration for the shareholders of METRO (other than the Bidder, persons acting jointly with the Bidder and their respective affiliates) from a financial point of view (the "Fairness Opinion"). The Fairness Opinion does not take into account special circumstances, situations or interests that individual METRO shareholders may have as a result of contractual agreements, their individual tax situation, the size of their share packages or other circumstances of any kind that may be relevant for a fairness assessment from the perspective of these METRO shareholders.

Rothschild & Co Deutschland GmbH ("Rothschild & Co") has in the past provided advisory services to METRO, including acting as financial advisor to the Supervisory Board in connection with the public takeover offer made in 2019 by a company affiliated with the Bidder to the shareholders of METRO, and received compensation for this. Rothschild & Co is acting as a financial advisor to the Supervisory Board of METRO in connection with the Offer and has agreed a customary advisory fee for its services with METRO, which will become due upon the delivery of this Fairness Opinion. METRO has agreed to reimburse the outlays incurred in connection with our advisory services and to indemnify us against certain liabilities and obligations which may arise in connection with our engagement for the Supervisory Board of METRO.

Neither we nor our affiliates are currently acting for the Bidder in relation to the Offer. Rothschild & Co and/or affiliates of Rothschild & Co, however, had in the past and/or have currently or in the future business relations with the Bidder and/or its affiliates which have been or might be remunerated. Affiliates of Rothschild & Co render services in connection with financial advisory, wealth management, securities trading and other activities and services, which may result in acquiring, holding or selling securities or other financial instruments of any kind of METRO, the Bidder and/or their affiliates for their own account or for the account of others.

This Fairness Opinion does not address the relative merits of the Offer as compared to other business strategies or transactions that might be available with respect to the Target Company. We have not been

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asked to deliver a statement as to the material terms of the Offer (other than as to the fairness of the Consideration for METRO's shareholders (other than the Bidder, persons acting jointly with the Bidder and their respective affiliates) from a financial point of view) nor does this Fairness Opinion contain such statement. This Fairness Opinion is no recommendation regarding the reasoned statement of the Management Board and Supervisory Board of the Target Company pursuant to section 27 para. 1 WpÜG.

In connection with this Fairness Opinion and after consultation with METRO, we have used the following documents, amongst others, as a basis:

The offer document by the Bidder pursuant to section 11 WpÜG and published in accordance with sections 34 and 14 para. 2 and 3 WpÜG on 1 October 2020;
The draft of the reasoned statement of the Management Board and Supervisory Board of the Target Company pursuant to section 27 para. 1 WpÜG dated 9 October 2020;
Certain publicly available economic, business and financial information about the Target Company, its competitors and the markets in which they operate;
Certain publicly available corporate filings and presentations of the Target Company, its competitors and the markets in which they operate;
Certain reports published by equity research analysts, containing, amongst other information, financial forecasts and analyses concerning the Target Company (incl. its respective business segments), the Target Company's competitors and the markets in which they operate;
Certain capital markets related data available from customary data providers;
The budget for 2020-2025 of the Target Company as of 22 September 2020 ("Business Plan");
The market valuation of the real estate portfolio of the Target Company as of 30 September 2019;
Certain internal financial analysis and financial forecasts regarding the Target Company prepared by the Management Board;

Information regarding certain transactions Rothschild & Co considers as comparable with the Offer.

In addition, we have:

Held discussions with the senior management and selected departments of METRO regarding their assessment of the Target Company's past and current business performance, financial condition, prospects and certain other circumstances, which we deem appropriate in the context of arriving at our Fairness Opinion;
Compared the financial and operating performance of the Target Company and the development of the value of its shares with publicly available information concerning other companies we deem relevant and reviewed the current and historical market price development and valuation level of these companies' shares;
Compared the Consideration with the publicly available financial terms of certain other transactions we deem relevant;
Performed discounted cash flow valuations for the Target Company, based on financial forecasts derived from the sources of data described above. Due to the specific design of the preference shares, the current level of the METRO dividend as well as the dividend expectations derived from the earnings expectations of the Business Plan (no extra dividend expected over the period under review) we have assumed an equal fundamental valuation of the ordinary and preference

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shares. A valuation of the missing voting right and liquidity of the preference shares has explicitly not been performed;

Performed other studies and analyses as we deem appropriate in this context.

This Fairness Opinion is based on a valuation of Target Company as it is typically performed by financial advisors when providing fairness opinions in these types of transactions, including discounted cash flow analyses, valuations based on current and historical multiples of comparable publicly listed companies as well as multiples observed in comparable transactions. This also includes expectations and/or assessments of financial analysts and the capital market. A relative valuation of the ordinary shares and preference shares to each other, e.g. due to the lack of voting rights of the preference shares or the different trading liquidity of the two share classes, was not carried out.

We have relied on the statements and views expressed by METRO on the Business Plan including the relevant opportunities and/or risks therein and their respective feasibility and profitability. We have assumed that the Business Plan has been prepared on the basis of best currently available information, estimates and good faith judgements of METRO including the findings and insights regarding the COVID- 19 pandemic. This Fairness Opinion does not constitute a statement as to the achievability or reasonableness of any such estimates, judgements, or assumptions.

Our assessment is carried out using valuation methods commonly used by financial advisors and differs in a number of important aspects from a valuation performed by qualified auditors and/or from asset based valuations in general. We have not performed valuations based on the standards and guidelines published by the Institute of Public Auditors in Germany, Incorporated Association (IDW), in particular not in accordance with the IDW standard "Principles for conducting business valuations" (IDW S 1). This Fairness Opinion does not replace such valuations. We express no view on whether, in light of the nature of the Offer, it may be required or appropriate for the Supervisory Board of METRO to obtain such valuations. In addition, this Fairness Opinion has not been rendered in accordance with the IDW guidelines "Principles for the preparation of Fairness Opinions" (IDW S 8).

For the purpose of rendering this Fairness Opinion, at your direction, we have relied on the information and documentation available to us, subject to all qualifications and assumptions contained therein, whether expressed or implied. We have assumed that the information, reports and documents used by us were accurate and complete in relation to financial, accounting, legal, tax and other information and we do not assume any liability for these. This applies regardless of whether the information and documents were publicly available, have been provided to us by METRO or its advisors, or were otherwise made available to us. Accordingly, at your direction, we have not undertaken an independent review or verification of the information and documents concerning their consistency, correctness and completeness. We have not provided, obtained or reviewed any specialist advice, including but not limited to, commercial, legal, accounting, actuarial, environmental, information technology or tax advice, and, accordingly, our Fairness Opinion does not take into account the possible implications of any such specialist advice. In addition, at your direction, we have not made an independent evaluation or appraisal of the Target Company's assets and liabilities (including any unknown, derivative or other off-balance- sheet assets and liabilities) and did not receive any corresponding valuations or reviews. At your direction, we have generally relied on publicly available information regarding the Target Company, and we have assumed that all of the respective information, including historical, projected and estimated financial and other data, that were available to us, have been prepared reasonably on a basis reflecting the best currently publicly available information, estimates and good faith judgements of the respective source concerning the expected future results of operations and financial condition of the Target Company or any other entity to which such analyses or forecasts relate.

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STRICTLY CONFIDENTIAL

With your consent we have also assumed that all governmental, regulatory or other approvals and consents required in connection with the consummation of the Offer will be obtained without any reduction of the Consideration.

This Fairness Opinion and all information and views given herein are based on economic, monetary, market, regulatory and other conditions as in effect on, and the information and documents available to us as of, the date hereof. In particular, we have relied upon the statements made by METRO concerning its views on the Business Plan and its scenarios including the findings and insights regarding the COVID- 19 pandemic and their respective feasibility and profitability. It should be understood that these as well as other assumptions underlying this Fairness Opinion may change in the future. We express no opinion as to how the capital markets will assess the Offer or the impact of the Offer on the share price of METRO. This Fairness Opinion and all information and views given herein are subject to all qualifications and assumptions contained in such information and documents, whether expressed or implied. Events occurring after the date hereof may affect this Fairness Opinion and the assumptions used in preparing it, and we do not assume any obligation to update, revise or reaffirm this Fairness Opinion.

In addition, changes in the business of the Target Company and its subsidiaries and participations or in the environment these companies operate in (e.g. the laws and regulations applicable to METRO as well as capital markets, the obtaining or not obtaining of certain licences or IP-rights for implementation of the Business Plan) could affect the financial forecasts for and the financial condition of the Target Company and its subsidiaries and participations.

This Fairness Opinion is subject to the engagement letter entered into between METRO and Rothschild & Co dated as of 22/25 September 2020. As agreed with you, this Fairness Opinion is provided solely for the information and assistance of the Supervisory Board of METRO in connection with its evaluation of the Offer. This Fairness Opinion may not be distributed, reproduced, or otherwise used or referenced, nor may Rothschild & Co be publicly referred to without prior written consent. This Fairness Opinion may, however, be published as an annex to the reasoned statement of the Management Board and the Supervisory Board of the Target Company pursuant to section 27 para 1 WpÜG, in which case this Fairness Opinion must be disclosed in its entirety (as opposed to the publication of excerpts only). This Opinion is not a recommendation to the Supervisory Board regarding the reasoned statement of the Management Board and Supervisory Board of the Target Company pursuant to section 27 para. 1 WpÜG. It may not be used for any purpose other than described herein. We accept no responsibility to any person other than the Supervisory Board of METRO in connection with the Offer and in relation to the contents of this Fairness Opinion, even if it has been disclosed with our consent.

This Fairness Opinion is not meant to address or to operate for the benefit of any third party nor does it give rise to any rights of or obligations towards third parties. This Fairness Opinion is no recommendation to the shareholders of METRO as to whether or not to tender shares in METRO in connection with the Offer.

This Fairness Opinion has been issued in German. If a version becomes available in a different language, the German version shall prevail and be binding.

Based upon and subject to the foregoing, we are of the opinion that, as of the date hereof, the Consideration is inadequate, from a financial point of view, to METRO's shareholders (other than the Bidder, persons acting jointly with the Bidder and their respective affiliates). This opinion applies to both the cash consideration per ordinary share and the cash consideration per preference share.

NON-BINDING ENGLISH TRANSLATION

STRICTLY CONFIDENTIAL

Very truly yours,

Rothschild & Co Deutschland GmbH

(Signatures only in binding German version)

Statement of METRO AG's Works Council

(attached pursuant to Sec. 27 (2) WpÜG)

- Convenience Translation -

To the

Management Board of METRO AG

Schlüterstraße 1

40235 Düsseldorf

Düsseldorf, 13 October 2020

Statement of the Works Council of METRO AG pursuant to Sec. 27 WpÜG on the takeover offer of EP Global Commerce GmbH dated 1 October 2020

On 1 October 2020, EP Global Commerce GmbH, with its registered office in Grünwald, Germany (the "Bidder") published pursuant to Secs. 34, 14 (2) and (3) of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz) ("WpÜG") the offer document within the meaning of Sec. 11 WpÜG relating to its voluntary public takeover offer to all shareholders of METRO AG, Düsseldorf, Germany, to acquire all no-par value bearer shares of METRO AG.

METRO AG's Works Council stands by its statement issued with regard to the takeover offer of EP Global Commerce VI GmbH of 18 July 2019 and refers to this statement, which is attached hereto as annex. From the point of view of METRO AG's Works Council, the contents of this statement remain valid and relevant also for the Bidder's present offer.

Tanja Brück

(Chairwoman Works Council of METRO AG)

Annex:Statement of METRO AG's Works Council on the takeover offer of EP Global Commerce VI GmbH dated 10 July 2019

CONVENIENCE TRANSLATION

For the attention of the Management Board of METRO AG Schlüterstraße 1

40235 Düsseldorf

Düsseldorf, 18 July 2019

Statement of the works council of METRO AG pursuant to § 27 WpÜG of EP Global Commerce VI GmbH of 10 July 2019

Pursuant to §§ 34, 14 sec. 2 and 3 WpÜG [German Securities and Takeover Act] EP Global Commerce VI GmbH with its registered seat in Grünwald, Germany ("bidder") published on 10 July 2019 the offer document in the sense of § 11 WPÜG for its voluntary public takeover offer to all shareholders of METRO AG, Düsseldorf, Germany, for the purchase of all bearer shares of METRO AG.

The works council of METRO AG notes that the current situation concerning the possible takeover of METRO AG by the bidder causes a lot of insecurity among the employees in view of the possible extensive administrative authorization requirements as well as possibly due to existing change of control clauses in contractual agreements on financing, shareholding and asset level in METRO AG. This continuous insecurity for the employees as well as in consequence also for the business development should be strictly avoided. Securing the below listed points with an investor agreement which protects the current working conditions and our rights is crucial in our view.

Growth and further development

In general we consider positive that the bidder estimates METRO AG with its prerequisites to be able to be a successful company which offers its customers with its services added value and its employees an attractive employment environment as well as seeks to implement possible changes in the best interest also of the employees.

Staff reductions / working conditions

The bidder informs to have a lot of trust in the engagement and expertise of the employees of METRO AG although it also announces that certain organizational and processual changes will be necessary. The bidder refers in particular to changes in the administrative part of the organization.

The works council of METRO AG affirms the necessity to have trust in the engagement and expertise of the employees. The employees of METRO AG partly dispose of a long experience in the trade sector. In addition the employees dispose of trade and expert competencies; their preservation should also be in

CONVENIENCE TRANSLATION

the interest of the bidder in order to ensure the successful further development of METRO AG.

The successful further development of METRO AG also needs a competent and dependable HQ that is aware of and is able to fulfill the administrative requirements to countries, authorities and customers. In addition the operative business requires a sustainable support to use its capacities in the best possible way for the success of METRO AG. This requires reliable key figures which are made available by the HQ in a dependable and comprehensive way.

A staff reduction in the administrative sector would endanger the further development of the operative business as the necessary support by the HQ could no longer be ensured. At the same time a staff reduction would create a considerable risk of losing indispensable know-how which could affect the further business development.

The works council of METRO AG expressly refuses any staff reduction.

The works council of METRO AG is concerned that the currently planned financing strategy burdens the financial situation of METRO AG. An increasingly tense financial situation would negatively affect the engagement and productivity of the staff.

We appeal to the bidder to carefully weigh decisions concerning a reduction of staff as well as the financing strategy against the background of the stated risks.

We acknowledge positively that the bidder does not intend to take measures which lead to disadvantageous changes in the working conditions of the staff or the organization of employee representations. This includes in our view also the maintenance of the HQ. The works council of METRO AG considers this as an imperative to encourage all highly qualified and engaged colleagues to continue contributing to the success with their above average engagement and thus profit from the long-term growth of METRO.

Tariff agreements / collective bargaining agreements / co-determination structures

It is one of the main tasks of a works council to structure and secure the working conditions with collective bargaining agreements and the observance of tariff agreements. In this context we welcome the intention to enter into a constructive dialogue with us; in our view it is absolutely necessary that the existing collective bargaining agreements and/or tariff agreements concerning the working conditions at METRO will be neither terminated nor changed to the detriment of the employees. The established collective bargaining agreements secure the working conditions and the social interaction. They also essentially contribute to the employee engagement. In the last years METRO AG could ensure with the collective bargaining agreements to satisfy the expectations on an attractive employer and to initiate a cultural change. A termination and in consequence new negotiations of collective bargaining agreements could lead to

CONVENIENCE TRANSLATION

negative effects in the mood and thus also in the motivation of the employees which in turn would affect the business development.

The bidder informs that it intends to keep the HQ of METRO AG in Düsseldorf.

This must be appreciated explicitly. Securing the current HQ is essential part of our expectations and demands. Most of our employees live in the direct surrounding of the HQ with their families. In addition, the HQ offers the necessary social equipment which are essential as part of the working conditions for motivated employees. They all contribute as essential part to the topic engagement and staff loyalty and encourage the social interaction. This in turn secures and stabilizes consequently also the further success of our company. The METRO campus in Düsseldorf is an established institution and community for all METRO employees of the different companies on the campus and serves - besides the cash & carry store - also as representation office vis-à-vis the customers and business partners in the capital of North Rhine-Westphalia which does consider itself as international and cosmopolitan, as does METRO AG.

Summary:

Within the course of a takeover process we as employee representatives expect from the Management Board and Supervisory Board as well as from the bidder that the position of the staff of the companies in the framework of social responsibility vis-à-vis us is expressly taken into consideration. Commitments that it is not intended to reduce the current staff of METRO, to take measures which work towards a change or termination of the existing collective bargaining agreements, tariff agreements or similar agreements of METRO AG or other METRO companies or change the location in Düsseldorf or other locations which are currently existing, must be stipulated in a safeguarding investor agreement. In our view all parties have a respective obligation in this regard.

Works council of METRO AG

Tanja Brück

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Metro AG published this content on 15 October 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 October 2020 10:09:01 UTC

Market Closed - Xetra Other stock markets 11:35:08 2024-04-25 am EDT			5-day change	1st Jan Change
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Metro AG

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B4B

DE000BFB0019

Food Retail & Distribution

Metro : Joint Reasoned Statement of the Management Board and the Supervisory Board of METRO AG (“METRO”) pursuant to Section 27 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz - WpÜG)

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