49. Management Board and Supervisory Board

Compensation of members of the Management Board in the financial year 2012

Remuneration of the active members of the Management Board essentially consists of a fixed salary, performance-based entitlements (short-term incentive) as well as the share-based payments (long-term incentive) granted in the financial year 2012.

The amount of the performance-based remuneration for members of the Management Board essentially depends on the development of net earnings and the return on capital employed (RoCE) and also considers the attainment of individually set targets. The use of the key ratio net earnings combined with RoCE rewards profitable growth of METRO GROUP.

Remuneration of the active members of the Management Board in the financial year 2012 amounted to €9.3 million (previous year: €11.0 million). This includes €3.8 million (previous year: €3.8 million) in fixed salaries, €0.5 million (previous year: €5.3 million) in performance-based entitlements, €4.5 million (previous year: €1.6 million) in share-based payments and €0.5 million (previous year: €0.3 million) in other remuneration.

Share-based payments granted in the financial year 2012 (performance shares) are posted at fair value at the time of granting. In the financial year 2012, value changes resulted from the current tranches of share-based remuneration programmes. The Company’s expenses amounted to €0.063 million for Mr Koch, €0.021 million for Mr Frese and €0.052 million for Mr Hutmacher. Share-based remuneration for Mr Muller resulted in income of €0.042 million. No material value changes resulted from share-based remuneration for Mr Saveuse until his departure from the Management Board.

The members of the Management Board received 161,754 performance shares.

Other remuneration consists of non-cash benefits.

Total compensation of former members of the Management Board

Former members of the Management Boards of METRO AG and the companies that were merged into METRO AG as well as their surviving dependants received €8.3 million (previous year: €9.4 million). The present value of provisions for current pensions and pension entitlements made for this group amounts to €55.1 million (previous year: €47.8 million).

The information released pursuant to §314 Section 1 No. 6 a Sentence 5 to 9 of the German Commercial Code can be found in the extensive remuneration report in the Group management report.

Compensation of members of the Supervisory Board

The total remuneration of all members of the Supervisory Board in the financial year 2012 amounted to €1.7 million (previous year: €1.7 million).

Additional information on the remuneration of members of the Supervisory Board can be found in the extensive remuneration report in the Group management report.