METRO AG; Bidder: EP Global Commerce GmbH

Announcement of the decision to make a
public delisting offer (öffentliches Delisting-Erwerbsangebot)
pursuant to Section 10 paras. 1 and 3 German Securities Acquisition and Takeover Act
(Wertpapiererwerbs‑ und Übernahmegesetz – WpÜG) in connection with Section 39 para. 1 of the German Stock Exchange Act (Börsengesetz – BörsG)

Bidder:

EP Global Commerce GmbH
Ludwig-Ganghofer-Straße 1
82031 Grunwald
Germany
registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Munich, Germany under HRB 241623

Company:

Metro AG
Metro-Straße 1
40235 Dusseldorf

Germany

registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Dusseldorf, Germany under HRB 79055

Ordinary bearer shares: WKN BFB001 / ISIN DE000BFB0019

Preference bearer shares: WKN BFB002 / ISIN DE000BFB0027

Today, on 5 February 2025, EP Global Commerce GmbH (the "Bidder"), a holding company controlled by Daniel Křetínský, who is acting in concert with Patrik Tkáč, decided to make a public delisting offer (öffentliches Delisting-Erwerbsangebot) to the shareholders of Metro AG (the "Company") for the acquisition of all non-par value ordinary bearer shares in the Company (ISIN DE000BFB0019), each share representing a proportionate amount of EUR 1.00 of the share capital of the Company, (the "Metro Ordinary Shares") and of all non-par value non-voting preferred bearer shares in the Company (ISIN DE000BFB0027), each share representing a proportionate amount of EUR 1.00 of the share capital of the Company, (the "Metro Preference Shares", and, collectively with the Metro Ordinary Shares, the "Metro Shares") against payment of a cash offer price of EUR 5.33 per Metro Share (the "Delisting Offer").

On the date hereof, the Bidder and the Company agreed, subject to customary conditions, that the Company will apply for the revocation of the admission to trading of the Metro Shares on the Frankfurt Stock Exchange with simultaneous admission to the sub-segment of the regulated market (regulierter Markt) with additional post-admission obligations (prime standard) no later than 10 business days prior to the end of the acceptance period of the Delisting Offer, and, following the effectiveness of the delisting, will take all reasonable steps and actions to terminate the inclusion of the Metro Shares for trading on the open market (Freiverkehr) of the stock exchanges in Berlin, Düsseldorf, Hamburg, Hanover, Munich, and Stuttgart, via Tradegate Exchange and any other stock exchange becoming known to the Company.

The offer document for the Delisting Offer (in the German language and a non‑binding English translation thereof) and other information relating to the Delisting Offer will be published on the internet at www.epgc-offer.com.

Important Notice

This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares in the Company. The Delisting Offer itself as well as its terms and conditions and further provisions concerning the Delisting Offer will be set out in the offer document in detail after the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) has approved the publication of the offer document. Investors and holders of shares in the Company are strongly advised to thoroughly read the offer document and all other relevant documents regarding the Delisting Offer upon their availability since they will contain important information.

The Delisting Offer will exclusively be subject to the laws of the Federal Republic of Germany and certain applicable provisions of securities laws of the United States of America. Any agreement that is entered into as a result of accepting the Delisting Offer will be exclusively governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with such laws.

Munich, 5 February 2025

EP Global Commerce GmbH