Audit Certificate

We have audited the consolidated financial statements prepared by METRO AG, Düsseldorf, comprising the balance sheet, the income statement, the reconciliation from profit or loss for the period to total comprehensive income, the statement of changes in equity and the notes to the financial statements, together with the combined management report of the company and group for the financial year from 1 October 2013 to 30 September 2014. The company’s Management Board is responsible for the preparation of the consolidated financial statements and group management report in accordance with IFRS as applied in the EU, as well as pursuant to § 315 a Section 1 of the German Commercial Code and the supplementary provisions of the Articles of Association. Our responsibility is to express an opinion on the consolidated financial statements and the group management report based on our audit.

We conducted our audit of the consolidated financial statements in accordance with § 317 of the German Commercial Code and generally accepted German standards for the audit of financial statements promulgated by the Institut der Wirtschaftsprüfer (IDW). Those standards require that we plan and perform the audit such that misstatements materially affecting the presentation of the asset, financial and earnings position in the consolidated financial statements in accordance with the applicable financial reporting framework and in the group management report are detected with reasonable assurance. Knowledge of the business activities and the economic and legal environment of the group and expectations as to possible misstatements are taken into account in the determination of audit procedures. The effectiveness of the accounting-related internal control system and the evidence supporting the disclosures in the books and records, the consolidated financial statements and the group management report are examined primarily on a test basis within the framework of the audit. The audit includes assessing the annual financial statements of the companies included in the consolidated financial statements, the definition the consolidation group, the application of accounting and consolidation principles and significant estimates made by the Management Board, as well as evaluating the overall presentation of the consolidated financial statements and group management report. We believe that our audit provides a reasonable basis for our opinion.

Our audit has not led to any reservations.

In our opinion, based on the findings of our audit, the consolidated financial statements comply with IFRS as applied in the EU as well as with § 315 a Section 1 of the German Commercial Code and the supplementary provisions of the Articles of Association and give under consideration of these provisions a true and fair view of the asset, financial and earnings position of the group. The group management report is consistent with the consolidated financial statements and as a whole provides a suitable view of the group’s position and suitably presents the opportunity and risks of future development.

Cologne, 24 November 2014

KPMG AG
Wirtschaftsprüfungsgesellschaft

LURWEG
Auditor

MÜNSTERMANN
Auditor