EUR 1000.00 For Business Accounts Only

Metro - AGM 19 February 2021

General: The AGM is to be held in the form of a virtual AGM in accordance with the
German Law to Mitigate the Consequences of the COVID-19 Pandemic. The physical
presence of shareholders or their authorised proxies is not possible. The voting rights
may therefore be exercised solely by postal vote or by granting authority to the proxies
designated by the Company.
Supervisory Board member Prof. Dr. Edgar Ernst is a member of the Advisory Committee of DSW, the local partner of ECGS. This report has been prepared using standard ECGS guidelines.

Items 6a, 6b and 6c: We recommend to oppose the election of Roman Šilha and Stefan Tieben to the Supervisory Board (items 6a and 6c) due to concerns over the insufficient independent representation on the Board. Furthermore, we recommend to oppose the re-election of Jürgen B. Steinemann to the Supervisory Board (item 6b) due to the following concerns: Firstly, in financial year 2019/2020, special bonuses in the amount of EUR 950,000 each have been granted to CEO Olaf Koch and CFO Christian Baier for the sale of the majority stake in Metro China, which we consider as inappropriate. Secondly, it is not disclosed whether, in case of his re-election, Mr. Steinemann shall again be proposed for the position of Chairman. While it can be assumed that he will be confirmed in this position, we raise our concerns over this lack of transparency. In line with our guidelines we therefore recommend to oppose his re-election, as he is also the Chairman of the Supervisory Board's Presidential Committee ("Chairman's Committee") and Nomination Committee.

Item 7: We recommend to oppose the approval of the remuneration system for the Management Board members due to concerns over insufficient disclosure which fails to enable us to assess the remuneration structure under the new system. In addition, we have concerns over the possible granting of special bonuses to Management Board members which we consider not to be in line with market practice.

Item 8: We recommend to oppose the approval of the remuneration of the Supervisory Board members and the related amendments to the Company's Articles of Association as we assess the absolute amount of remuneration as significantly exceeding market practice.