Reasoned Statement

The Management Board and the Supervisory Board of METRO AG today published their joint reasoned statement pursuant to § 27 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz - WpÜG). On 19 March 2025, EP Global Commerce GmbH (EPGC) had published the offer document for its public delisting tender offer (Offer) to all shareholders of METRO AG. The Offer is a prerequisite for the intended withdrawal of the company from the Frankfurt Stock Exchange. The Management Board and the Supervisory Board of METRO AG have each separately conducted a thorough and intensive evaluation, review and analysis of the Offer.

After careful consideration of all aspects, including the overall circumstances of the Offer as well as the commitments, objectives and intentions of EPGC contained in the Delisting Agreement and the Offer Document, both the Management Board and the Supervisory Board have independently come to the conclusion that the delisting is in the interest of METRO and therefore support the offer as a condition for the delisting.

The Management Board and Supervisory Board appreciate the investment, the future cooperation as well as the commitment of EPGC as a long-standing, active shareholder and constructive partner. EPGC has declared its intention to significantly strengthen METRO's position in the current market environment and to further support METRO's sCore strategy. The management of EPGC and METRO AG have also agreed on this in the delisting agreement dated 5 February 2025, which also contains further extensive commitments by EPGC that are in METRO's interest, for example on the retention of the group headquarters, on the financing of METRO after a delisting, on the future corporate governance and on employee-related matters.

After the delisting, the management of METRO AG will be able to pursue its strategy without taking the development of the METRO share price into consideration. METRO AG will be relieved of the financial and organisational expenses as well as the additional legal obligations associated with a stock exchange listing of the METRO shares. The Management Board and the Supervisory Board also expect that the delisting will free up management capacities that can be invested in the implementation of the sCore strategy and increase METRO's ability to react more flexibly to developments in the market environment.

The offer price offered by EPGC represents a significant premium over the price of the METRO ordinary shares prior to the publication of the planned delisting. However, the Management Board and the Supervisory Board are of the opinion that the offer price does not reflect the long-term value potential of METRO AG based on the sCore strategy and, therefore, is not adequate from a financial point of view. However, the Management Board and the Supervisory Board point out that the realisation of the long-term value potential is uncertain, as there is both an implementation risk and the risk that newly emerging, unforeseen external factors may have a negative impact on METRO.

In the view of the Management and Supervisory Board, the share market prices and analysts' forecasts on the stock exchange have not reflected the long-term earnings opportunities for some time now. In the opinion of the Management Board and Supervisory Board, this would not have changed in the foreseeable future even if the company were to remain listed on the stock exchange. Taking this into account, the Management Board and Supervisory Board believe that the offer price offered by EPGC presents an exit opportunity for risk-averse or short-term oriented investors and allow for a certain and timely realisation of an offer price above the unaffected share market prices prior to the announcement of the planned delisting.

In light of the above, the Management Board and the Supervisory Board note that different shareholders, based on their investment horizon and expectations, may have different views regarding the offer. Therefore, the Management Board and the Supervisory Board can neither generally recommend that METRO’s shareholders accept the Offer nor generally recommend that they do not accept it, which is why they refrain from making a recommendation (neutral statement).

The Management Board and the Supervisory Board point out that METRO’s shareholders should therefore decide for themselves in each individual case whether or not to accept the Offer, taking into account the overall situation as well as their individual circumstances and personal assessment of the possible future development of the value of the METRO shares (also taking into account the delisting and the extent to which they attach importance to the possibility of selling their shares on the stock exchange in a timely manner). In particular, METRO's shareholders should read the entire offer document and the entire reasoned statement before making their decision.

Note: The period for acceptance of the Offer commenced with the publication of the offer document on 19 March 2025 and is expected to end on 16 April 2025.

METRO is a leading international food wholesaler specialising in the needs of hotels, restaurants and caterers (HoReCa) as well as independent retailers (Traders). More than 15 million METRO customers worldwide benefit from the wholesale company's unique multi-channel mix: customers can buy their goods both in one of the large local stores and via delivery (Food Service Distribution, FSD) - all digitally supported and networked. At the same time, METRO MARKETS is an international online marketplace for the needs of professional customers that has been growing and expanding continuously since 2019. Sustainable action is one of the company's principles; METRO is listed in the sustainability indices and rankings MSCI, Sustainalytics and CDP, among others. METRO is active in over 30 countries and employs more than 85,000 people worldwide. In financial year 2023/24, METRO generated sales of 31 billion euros.

Further information can be found at MPULSE.de, our online magazine.