Remuneration report

The following report describes the remuneration received by the Management Board and the Supervisory Board of METRO AG for financial year 2014/15 in accordance with standards laid down by the German Commercial Code (HGB) and the German Corporate Governance Code. Remuneration received by the Management Board, in particular, is disclosed on the basis of the model tables recommended in the Code. In addition, this report outlines the remuneration systems and contains information about share-based compensation for executives of METRO GROUP.

The remuneration system for the Management Board is approved by the Supervisory Board of METRO AG and is prepared by its Personnel Committee. It comprises two variable components that were redesigned as of financial year 2014/15. The aim of this change was to align these remuneration components with METRO GROUP’s current planning and to focus the performance targets more strongly on the specific characteristics of a retail company. Additionally, this alignment enables the group to better reflect its transformation measures in its remuneration system. Essentially, the performance targets were amended and the maximum payout amounts (payout caps) were reduced. Furthermore, members of the Management Board were offered the option of extending their entitlement to company pension provisions by converting compensation components in the fixed salary as well as in the variable remuneration. The Annual General Meeting on 20 February 2015 approved these changes to the remuneration system with 99.6 per cent of the votes cast. The following is a description of how the system works.