Shareholder structure of METRO AG

The shareholders Haniel, Schmidt-Ruthenbeck and Beisheim are the major shareholders of METRO AG. According to information available to METRO AG, they held 49.868 per cent of the voting rights as of 30 September 2015. On 31 October 2014, the voting rights pooling agreement between the Haniel and Schmidt-Ruthenbeck shareholder groups was terminated.

According to the information available to METRO AG, and in particular the notifications of voting rights pursuant to the German Securities Trading Act (WpHG), the three major shareholders hold the following shares of voting rights: The Haniel shareholder group is METRO AG’s largest shareholder. The Haniel shareholder group informed METRO AG on 12 May 2015 in a notification of voting rights released on 13 May 2015 that its share of voting rights had been reduced to 24.996 per cent from 30.01 per cent. The Schmidt-Ruthenbeck shareholder group is METRO AG’s second-largest shareholder, with a share of voting rights of 15.772 per cent. The Beisheim shareholder group is METRO AG’s third-largest shareholder, with 9.100 per cent of the voting rights.

In addition, the Haniel shareholder group informed METRO AG that it had issued an exchangeable bond due in May 2020. The bond is linked to about 12 million METRO shares, or about 4 per cent of the company’s share capital. If it were fully exercised, Haniel’s stake in METRO AG would decline further in the future.

METRO AG’s free-float share of 50.132 per cent is divided among a large number of national and international investors. Voting rights notifications from fund management firms and other publicly available data sources indicate that US and British investors account for the largest share of institutional investors, followed by investors from France and Germany. According to a notification of voting rights dated 20 November 2012, the mutual fund company Franklin Mutual Advisers remains METRO AG’s largest institutional investor, with a 3.06 per cent share of the voting rights. According to a voting rights announcement dated 11 September 2014, the investment company Templeton Global Advisors Limited holds nearly the same share of voting rights at 3.04 per cent. In addition, Franklin Mutual Series Funds informed the company in a notification of voting rights released on 16 July 2015 that it held 3.001 per cent of the voting rights. According to the information available to METRO AG, the 3.001 per cent share of voting rights held directly by Franklin Mutual Series Funds is included in the 3.06 per cent share of voting rights which Franklin Mutual Advisers holds indirectly according to its notification of voting rights released on 20 November 2012.

The ten largest institutional investors hold about 43 per cent of the free float. In addition, METRO AG’s shareholder base includes an estimated 70,000 private investors.