Compensation of members of the Supervisory Board

Remuneration of members of the Supervisory Board is regulated by § 13 of the Articles of Association of METRO AG. Following a proposal by the Management Board and Supervisory Board, the Annual General Meeting 2013 decided to switch to only fixed compensation for members of the Supervisory Board. For this reason, no variable compensation was paid in financial year 2013/14. Fixed compensation totals €65,000 for every ordinary member of the Board.

The value added tax payable to the compensation is reimbursed to the members of the Supervisory Board in accordance with § 13 Section 5 of METRO AG’s Articles of Association.

Remuneration factors

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Remuneration factors

1

With a minimum of two meetings/resolutions

Chairman of the Supervisory Board

  

Vice Chairman

 

Committee Chairmen1

 

Committee members1

Members of the Supervisory Board

The individual amount of Supervisory Board remuneration takes into account the duties and responsibilities of the individual members of the Supervisory Board by considering special assignments. The compensation of the Chairman of the Supervisory Board is three times higher than that of an ordinary member of the Supervisory Board; that of the Vice Chairman and the Chairmen of the committees is twice as high; and that of the other members of the committees is 1.5 times higher. The remuneration for membership or chairmanship of a committee will be paid only if at least two meetings or other resolutions took place during the respective financial year. A member of the Supervisory Board who holds several offices at once receives compensation for only one office; in the case of different levels of remuneration, the member is compensated for the most highly paid office.

The relevant individual amounts for financial year 2013/14 are as follows:

Remuneration of members of the Supervisory Board for financial year 2013/14 pursuant to § 13 of the Articles of Association1

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Financial year2

Multiplier

Fixed salary

Performance-based remuneration3

Total

1

Plus applicable value added tax in accordance with § 13 Section 5 of the Articles of Association

2

Financial year 2013 was the short financial year (1 January to 30 September 2013)

3

The 2013 performance-based remuneration was due for the last time after the conclusion of the Annual General Meeting of METRO AG on 12 February 2014

4

Reported figures for 2013 relate to active members of the Supervisory Board in financial year 2013/14

Franz M. Haniel, Chairman

2013

105,000

52,128

157,128

2013/14

  

195,000

195,000

Werner Klockhaus, Vice Chairman

2013

 

70,000

34,752

104,752

2013/14

 

130,000

130,000

Prof Dr oec. Dr iur. Ann-Kristin Achleitner

2013

35,000

17,376

52,376

2013/14

65,000

65,000

Dr Wulf H. Bernotat

2013

 

52,500

26,064

78,564

2013/14

 

97,500

97,500

Ulrich Dalibor

2013

35,000

17,376

52,376

2013/14

65,000

65,000

Jürgen Fitschen

2013

 

52,500

26,064

78,564

2013/14

65,000

65,000

Hubert Frieling

2013

35,000

17,376

52,376

2013/14

65,000

65,000

Dr Florian Funck

2013

35,000

17,376

52,376

2013/14

/  

67,708

67,708

Andreas Herwarth

2013

35,000

17,376

52,376

2013/14

65,000

65,000

Uwe Hoepfel

2013

/  

44,722

22,203

66,925

2013/14

 

97,500

97,500

Peter Küpfer

2013

35,000

17,376

52,376

2013/14

65,000

65,000

Rainer Kuschewski

2013

/  

44,722

22,203

66,925

2013/14

 

97,500

97,500

Susanne Meister

2013

14,583

7,240

21,823

2013/14

65,000

65,000

Baroness Lucy Neville-Rolfe DBE CMG (through 18/08/2014)

2013

14,583

7,240

21,823

2013/14

59,583

59,583

Mattheus P. M. (Theo) de Raad

2013

35,000

17,376

52,376

2013/14

65,000

65,000

Dr Fredy Raas

2013

 /

8,750

5,068

13,818

2013/14

97,500

97,500

Gabriele Schendel

2013

35,000

17,376

52,376

2013/14

65,000

65,000

Xaver Schiller

2013

 

52,500

26,064

78,564

2013/14

 

97,500

97,500

Dr jur. Hans-Jürgen Schinzler

2013

 

70,000

34,752

104,752

2013/14

 

130,000

130,000

Angelika Will

2013

35,000

17,376

52,376

2013/14

65,000

65,000

Total4

2013

 

844,860

420,162

1,265,022

2013/14

 

1,719,791

1,719,791

No remuneration applied to the memberships of the Supervisory Board’s Nominations and Mediation Committee in financial year 2013/14.

In financial year 2013/14, individual members of the Supervisory Board of METRO AG also received compensation from the group companies for Supervisory Board mandates at group companies.

Other intra-group compensation1 of members of the Supervisory Board for financial year 2013/14

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Financial year2

 

1

Plus value added tax

2

Financial year 2013 was the short financial year (1 January to 30 September 2013)

3

Remuneration paid in the reporting period by a group company with a different financial year

Ulrich Dalibor

2013

6,750

2013/14

5,250

Uwe Hoepfel

2013

49,800

2013/14

49,800

Werner Klockhaus

2013

6,695

2013/14

9,300

Rainer Kuschewski

2013

18,979

2013/14

39,400

Gabriele Schendel

2013

49,800

2013/14

49,800

Susanne Meister

2013

3,000

2013/14

2,500

Mattheus P. M. (Theo) de Raad3

2013

2013/14

17,692

Xaver Schiller

2013

9,000

2013/14

9,000

Angelika Will

2013

2,000

2013/14

Total

2013

146,024

2013/14

182,742

Beyond this, the members of the Supervisory Board were not granted any remuneration or benefits for work performed, in particular consulting and brokerage services, on behalf of companies of METRO GROUP in the sense of Subsection 5.4.6 of the German Corporate Governance Code.