Articles of Association

Codes of Procedure

Codes of Procedure of the Supervisory Board of METRO AG and its Audit Committee

In accordance with the provisions of the German Stock Corporation Act and the German Co-Determination Act, the Supervisory Board of METRO AG is composed of ten shareholder representatives and ten employee representatives as well as well as of at least 30 percent women and at least 30 percent men.

The Supervisory Board appoints the members of the Management Board, provides advice to the Management Board and continuously monitors its corporate management, including with regard to the attainment of long-term corporate targets. The Management Board involves the Supervisory Board in its plans for the future development of METRO and in decisions concerning important measures. In addition to its statutory approval requirements, the Supervisory Board has determined its own approval requirements for certain actions and business dealings.

The Supervisory Board of METRO AG generally holds seven ordinary meetings per financial year. The Supervisory Board members are in principle entitled and obliged to attend the meetings by virtue of their office. Requirements for the convening of meetings and adoption of resolutions are set out in the Code of Procedure of the Supervisory Board.

Code of Procedure of the Management Board of METRO AG

Links about Corporate Governance

Deutsches Aktieninstitut DAI

"Deutsches Aktieninstitut DAI" provides comprehensive background information in the section Corporate Governance
www.dai.de

European Corporate Governance Institute ECGI

ECGI collection of corporate governance codes and principles in European countries, America, Asian and other countries in the world, available for download
ecgi.global

Government Commission

The German Corporate Governance Code ("Deutscher Corporate Governance Kodex") and further information are available on the web site of the Government Commission
www.dcgk.de

Organisation for Economic Co-Operation and Development (OECD)

The OECD Corporate Governance Principles and other information
www.oecd.org

BCCG – Berlin Center of Corporate Governance

The BCCG is doing research and organising events concerning corporate governance. In addition, relevant services are offered.
bccg.projects.tu-berlin.de