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. In addition to reimbursement of cash expenses, the members of the Supervisory Board receive a fixed payment and a performance-based payment in accordance with the compensation standard for the short financial year 2013. Fixed compensation amounts to €35,000 for every ordinary member of the Board. The performance-based remuneration component is based on earnings before taxes (EBT) and non-controlling interests in the METRO AG financial statements. Each member of the Supervisory Board receives €600 per €25 million in EBT exceeding an average EBT of €100 million for the short financial year 2013 and the two preceding years. For the short financial year 2013, performance-based remuneration totalled €17,376 for each ordinary member. The value added tax payable to the fixed and performance-based 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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Chairman of the Supervisory Board

   

1

With a minimum of two meetings/resolutions

Vice Chairman

 

Committee chairmen1

 

Committee members1

Members of the Supervisory Board

The individual amount of fixed and performance-based 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 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 1 office; in the case of different levels of remuneration for the most highly paid office.

The relevant individual amounts for the short financial year 2013 are as follows:

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

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Financial year

Multiplier

Fixed salary

Performance-based re­muneration2

Total

1

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

2

The 2013 performance-based compensation is due after the conclusion of the Annual General Meeting of METRO AG on 12 February 2014

3

Reported figures for 2012 relate to active members of the Supervisory Board in the short financial year 2013

Franz M. Haniel, Chairman

2012

   

105,000

86,712

191,712

2013

   

105,000

52,128

157,128

Werner Klockhaus, Vice Chairman

2012

 

70,000

57,808

127,808

2013

 

70,000

34,752

104,752

Prof. Dr. oec. Dr. iur. Ann-Kristin Achleitner

2012

35,000

28,904

63,904

2013

35,000

17,376

52,376

Dr. Wulf H. Bernotat

2012

 

52,500

43,356

95,856

2013

 

52,500

26,064

78,564

Ulrich Dalibor

2012

35,000

28,904

63,904

2013

35,000

17,376

52,376

Jürgen Fitschen

2012

/  

46,667

38,539

85,206

2013

 

52,500

26,064

78,564

Hubert Frieling

2012

35,000

28,904

63,904

2013

35,000

17,376

52,376

Dr. Florian Funck

2012

23,333

19,269

42,602

2013

35,000

17,376

52,376

Prof. Dr Dr h.c. mult. Erich Greipl (deceased 2/7/2013)

2012

 

52,500

43,356

95,856

2013

 

30,625

15,204

45,829

Andreas Herwarth

2012

35,000

28,904

63,904

2013

35,000

17,376

52,376

Uwe Hoepfel

2012

35,000

28,904

63,904

2013

/  

44,722

22,203

66,925

Peter Küpfer

2012

35,000

28,904

63,904

2013

35,000

17,376

52,376

Rainer Kuschewski

2012

35,000

28,904

63,904

2013

/  

44,722

22,203

66,925

Prof. Dr Klaus Mangold (until 8/5/2013)

2012

35,000

28,904

63,904

2013

14,583

7,240

21,823

Susanne Meister (since 8/5/2013)

2012

2013

14,583

7,240

21,823

Baroness Lucy Neville-Rolfe DBE CMG (since 8/5/2013)

2012

2013

14,583

7,240

21,823

Mattheus P. M. (Theo) de Raad

2012

35,000

28,904

63,904

2013

35,000

17,376

52,376

Dr Fredy Raas (since 31/7/2013)

2012

2013

 /

8,750

5,068

13,818

Gabriele Schendel

2012

35,000

28,904

63,904

2013

35,000

17,376

52,376

Xaver Schiller

2012

 

52,500

43,356

95,856

2013

 

52,500

26,064

78,564

Dr. jur. Hans-Jürgen Schinzler

2012

 

70,000

57,808

127,808

2013

 

70,000

34,752

104,752

Peter Stieger (until 8/5/2013)

2012

 

52,500

43,356

95,856

2013

 

21,875

10,860

32,735

Angelika Will

2012

35,000

28,904

63,904

2013

35,000

17,376

52,376

Total3

2012

 

910,000

751,504

1,661,504

2013

 

911,943

453,466

1,365,409

No remuneration applied to the memberships of the Supervisory Board’s Mediation Committee in the short financial year 2013.

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

Other intragroup compensation of members of the Supervisory Board for the short financial year 20131

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Financial year

 

1

Plus value added tax

Ulrich Dalibor

2012

9,000

2013

6,750

Prof. Dr Dr h. c. mult. Erich Greipl (deceased 2/7/2013)

2012

49,800

2013

29,050

Uwe Hoepfel

2012

49,800

2013

49,800

Werner Klockhaus

2012

4,090

2013

6,695

Rainer Kuschewski

2012

6,136

2013

18,979

Gabriele Schendel

2012

49,800

2013

49,800

Susanne Meister

2012

2013

3,000

Xaver Schiller

2012

6,500

2013

9,000

Peter Stieger

2012

9,203

2013

3,068

Angelika Will

2012

6,000

2013

2,000

Total

2012

190,329

2013

178,142

The declared amounts do not include the remuneration entitlements of one member of the Supervisory Board from intra-group Supervisory Board mandates of which the member of the Supervisory Board waived the payment.

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.