Metro : Proposed amendment of the Articles of Association

Convenience translation only

Synopsis of the intended amendment of the

Articles of Association1

Current version	Intended version
Resolution of the General Meeting	Resolution proposal for the General
as of 19 February 2021	Meeting on 11 February 2022

For Agenda Item 6:

• 4 (7) (authorised capital) of the Articles of Association

	§ 4 (7)		§ 4 (7)
	Authorised capital	Authorised capital
The Management Board is authorised, with	The Management Board is authorised, with
the consent of the Supervisory Board, to	the approval of the Supervisory Board, to
increase the capital stock of the Company	increase the share capital of the Company
on one or more occasions on or before 28	until 10 February 2027 by issuing new
February 2022 by issuing new ordinary	ordinary bearer shares against cash
bearer	shares in exchange for	contributions once or several times, but by
contributions in cash or in kind up to a	a maximum of up to 108,929,175 euros
maximum amount of 181,000,000 euros	(authorised capital). In doing so, the
(authorised capital). As a general rule, the	shareholders have a subscription right. The
shareholders are to receive subscription	new shares may also be taken over by
rights in this respect. The new Shares may	credit institutions determined by the
also be assumed by credit institutions, or	Management Board or by companies
by enterprises that are equivalent	equivalent to these pursuant to § 186
pursuant to § 186 (5) sent. 1 German	section 5 sentence 1 of the German Stock
Stock Corporation Act, that are designated	Corporation Act (AktG) with the obligation
by the Management Board, subject to the	to offer them to the shareholders for
obligation to offer them to the	subscription.
shareholders for subscription.
However, the Management Board is	However, the Managing Board is
authorised, with the consent of the	authorised, with the approval of the
Supervisory Board, to exclude the	Supervisory	Board, to	exclude
shareholders' subscription right in the	shareholders'	subscription	rights to
following cases:	compensate for fractional amounts.

• for the compensation of fractional The Management Board is authorised, with

amounts;	the consent of the Supervisory Board, to
	determine the further details of the capital

• Intended changes are highlighted in boldface.

Convenience translation only

• if the shares are issued in exchange increases and their implementation, for contributions in kind for the including the content of the share purpose of corporate mergers or for rights and the conditions of the share the acquisition of companies, issue.
  divisions of companies, operational activities, branches of activity or interests in companies;
• to grant a so-called scrip dividend, in which case the shareholders are offered to contribute their claim for payment of the dividend to the Company (in whole or in part), as contribution in kind against granting of new shares from the authorised capital;
• in the event of a capital increase in exchange for cash contributions to the extent necessary to grant subscription rights to new ordinary shares to the holders of warrant or convertible bonds issued by the Company or such affiliates in which the Company holds at least 90 percent of the shares, directly or indirectly, in the scope to which they would be entitled upon exercise of the warrant or conversion right or fulfilment of the warrant or conversion obligation, or upon exercise of a substitution right of the Company as shareholder;
• in the event of a capital increase in exchange for cash contributions, if the aggregate nominal value of such capital increases does not exceed 10 percent of the Company's capital stock and the issue price of the new shares is not substantially lower than the stock exchange price of the ordinary shares of the Company with the same features that are already listed. The limit of 10 percent of the capital stock is diminished by the portion of the capital stock attributable to the Company's treasury shares which during the term of the authorised capital (i) are used or disposed of as treasury shares with an exclusion of the

shareholders' subscription rights in application, mutatis mutandis, of

• 186 (3) sent. 4 German Stock Corporation Act, or (ii) are issued from contingent capital to satisfy warrant or convertible bonds which

Convenience translation only

themselves were or are issued without subscription rights in application, mutatis mutandis, of

• 186 (3) sent. 4 German Stock Corporation Act.

The portion of the capital stock attributable to shares that are being issued in exchange for contributions in cash and/or in kind during the term of this authorisation with an exclusion of the shareholders' subscription rights may not exceed 20 percent of the Company's capital stock.

The Management Board is authorised, with the consent of the Supervisory Board, to determine further details of the capital increases.