Web-based proxy and instruction system 2017

Dear Shareholders,

Welcome to the web-based proxy and instruction system for the Annual General Meeting of METRO AG on 6 February 2017

On occasion of the General Meeting of METRO AG on 6 February 2017, we are offering METRO AG shareholders who are entitled to vote the chance to vote by proxy through the proxies nominated by the Company – in accordance with the invitation to the General Meeting of METRO AG on 6 February 2017 (cf. PROXY VOTING, Authorisation of the proxies nominated by the Company). Notwithstanding the possibility to grant voting rights to, e.g., banks or shareholders´ associations, this service allows you to authorise the proxies nominated by the Company and to issue instructions for exercising your voting rights in the General Meeting to them, without the necessity to be present at the location of the General Meeting in person. All other permitted modes of attendance and representation, in particular attendance in person or attendance through a proxy will, of course, not be affected by this offer to exercise voting rights through the proxies nominated by the Company.

Proxies and instructions to the proxies nominated by the Company may be granted, changed or revoked

as from Monday, 16 January 2017, 0:00 CET, until Monday, 6 February 2017, 12:00 CET,

through this web-based proxy and instruction system. In each case, receipt by the Company will be relevant.

Take the vote-button to access the proxy voting system.

Grant proxy and instructions

User guideline for the web-based proxy and instruction system

I. Registration for the General Meeting and proof of share ownership / Access to the web-based proxy and instruction system / Ordering entry tickets

  1. Please note that even in case of an authorisation of the proxies nominated by the Company, a timely registration of the shareholder for the General Meeting and a timely provision of the proof of share ownership of the shareholder in accordance with the provisions described in the invitation to the General Meeting of METRO AG on 16February 2017 (cf. ATTENDANCE AT THE GENERAL MEETING AND EXERCISE OF VOTING RIGHTS) are required.
  2. For the access to the web-based proxy and instruction system, the entry ticket number and the data noted on the entry ticket (number of shares, postcode and city) will be required. Please order your entry ticket(s) from your depository institution(s) in a timely manner. Please order an entry ticket for each securities account.

II. Granting of proxy and instructions to the proxies nominated by the Company through the web-based proxy and instruction system 

  1. Proxies and instructions to the proxies nominated by the Company may be granted as from Monday, 16 January 2017, 0:00 CET, until Monday, 6 February 2017, 12:00 CET, through this web-based proxy and instruction system. Receipt by the Company will be relevant.
  2. Under Login, please enter the following data noted on your entry ticket in the designated entry fields: entry ticket number, number of shares, postcode and city. Please make sure that you transfer the data from your entry ticket exactly. Please enter the characters of the security prompt in the designated entry field. Now please click Login.
  3. Click on Grant proxy and instructions in order to access the section for the granting of proxies and instructions. First, please select Grant proxy. Thereafter, to issue an instruction, please click Yes or No for the relevant subject matter of the ballot. If you wish to refrain from voting with regard to a subject matter of the ballot, please click neither Yes nor No for this subject matter of the ballot. Thereafter, please click Confirm.
  4. You will now see the control view. If your instructions are displayed correctly, you may print your proxy and instructions for documentation purposes under Print proxy and instructions and Logout. By clicking Change instructions you may change your instructions. By clicking Revoke proxy, you may revoke the proxy.

III. Change of instructions / Revocation of proxy

After you have granted proxy and instructions, you can login into the web-based proxy and instruction system again as described above under II.2. and change your instructions or revoke the proxy until Monday, 6 February 2017, 12:00 CET. In each case, receipt by the Company will be relevant. You may change your instructions by clicking Change instructions. If you wish to revoke your proxy, please click Revoke proxy.

IV. Technical information

For a smooth display and functioning of the web-based proxy and instruction system, the following minimum system configuration is recommended:

  • Operating systems:
    Microsoft Windows 7 or later.
  • Browser:
    Microsoft® Internet Explorer®, Original-Version from 11.0, Mozilla® Firefox from 3.6 or a technically equivalent browser.
  • The browser functions "Java-Script", "Cookies" and "CSS - Cascading Style Sheets" have to be enabled (default setting).

V. Contact / Questions 

If you have any questions, please contact the Hotline for the Annual General Meeting of METRO AG at telephone number:

Tel.: +49(0)211/68861720

on workdays from Monday to Friday between 9:00 and 18:00 CET.

You may also contact us by e-mail at 2017@metro-hv.de.

Frequently Asked Questions

1. You cannot login to the web-based proxy and instruction system. What can you do?

b. Have you entered the solution to the security prompt correctly?

In order to login to the web-based proxy and instruction system, after entering the entry ticket number and the other data stated on your entry ticket (number of shares, postcode and city) in the designated fields it is required that you enter the solution to the security prompt correctly.

In the first step, a random selection of different characters will be displayed. In the second step, please enter this string of characters exactly in the empty entry field. In the third step, please confirm the characters entered as well as the data previously entered in accordance with your entry ticket with a click on Login. If your entries correspond to the data stated on your entry ticket as well as with the string of characters displayed for the security prompt, you will be able to grant proxy and instructions. Otherwise, you will receive an error message and a new string of characters will be displayed.

c. You have entered the login data and the solution to the security prompt correctly and you are still not able to login?

In the event that in spite of the correct entry of the login data and the correct entry of the solution to the security prompt you are still not able to successfully login, please contact our Hotline for the Annual General Meeting of METRO AG. This Hotline is available to you at telephone number: +49(0)211/68861720 on workdays from Monday to Friday between 9:00 and 18:00 CET. You may also contact us by e-mail at: 2017@metro-hv.de.

2. How can you grant proxy and instructions through the web-based proxy and instruction system if you have several entry tickets?

Proxy and instructions to the proxies nominated by the Company have to be granted seperately for each entry ticket. Therefore, if you have several entry tickets and if you want to grant proxy and instructions to the proxies nominated by the Company, please login seperately for each entry ticket by entering the relevant entry ticket number and the other data stated on your entry ticket (number of shares, postcode and city). Thereafter, you can grant, change or revoke proxy and instructions for the relevant entry ticket.

3. How can you grant proxy and instructions through the web-based proxy and instruction system if you have shares in several securities accounts? 

If you have shares in several securities accounts, please order an entry ticket for each securities account. Please order your entry tickets from your depository institution(s) in a timely manner. Proxy and instructions to the proxies nominated by the Company have to be granted seperately for each entry ticket. For more information please read the answer to the above question 2.

4. How and until when can you change your instructions through the web-based proxy and instruction system?

After you have granted your proxy and instructions, you can login again by entering, inter alia, your entry ticket number and change your instructions until Monday, 6 February 2017, 12:00 CET, through the web-based proxy and instruction system; the time of receipt by METRO AG will be relevant. You may change your instructions by clicking Change instructions.

5. How and until when can you revoke your proxy through the web-based proxy and instruction system?

After you have granted your proxy and instructions, you can login again by entering, inter alia, your entry ticket number and revoke your proxy until Monday, 6 February 2017, 12:00 CET, through the web-based proxy and instruction system; the time of receipt by METRO AG will be relevant. You may revoke your proxy by clicking Revoke proxy.

6. How and until when can you grant proxy to the proxies nominated by the Company, change instructions or revoke your proxy outside the web-based proxy and instruction system? 

a. Authorisation of the proxies nominated by the Company in another manner.

Proxies and instructions to the proxies nominated by the Company also may be granted, changed or revoked in text form

  • until Friday, 3 February 2017, 12:00 CET, at the address

METRO AG
Bereich Corporate Legal Affairs & Compliance
Metro-Strasse 8
40235 Düsseldorf
Germany

or

  • until Monday, 6 February 2017, 12:00 CET,

by fax at: +49(0)211/6886-4908080,
by e-mail at: 2017@metro-hv.de

In each case, receipt by the Company will be relevant.

The respective forms may also be requested at the above address, fax number or e-mail address. The forms may also be downloaded on the Internet at www.metrogroup.de/general-meeting

If you wish to authorise the proxies nominated by the Company at the above mentioned address, by fax or by e-mail, please use the form provided for proxy and instructions to the proxies nominated by the Company and please enclose the entry ticket(s) received from your depository institution(s). Please order your entry ticket(s) from your depository institution(s) in a timely manner.

To issue an instruction, please check the Yes box or the No box for the relevant subject matter of the ballot. If you wish to refrain from voting with regard to a subject matter of the ballot, please do not check any box for this subject matter of the ballot.

b. Authorisation of the proxies nominated by the Company at the entrance and exit control during the General Meeting.

Besides, during the General Meeting, proxies and instructions to the proxies nominated by the Company may be granted, changed or revoked at the entrance and exit control until the end of the general debate.

7. Can you attend the General Meeting in person in spite of having granted proxy and instructions?

All other permitted modes of attendance and representation, in particular attendance in person or attendance through a proxy will, of course, not be affected by this offer to exercise voting rights through the proxies nominated by the Company. In spite of having granted proxy and instructions to the proxies nominated by the Company, you, as shareholder, may attend the General Meeting in person at any time.

8. Will your name appear in the attendance register of the General Meeting?

Yes. In the attendance register both your name, as printed on the issued entry ticket(s), and the names of the proxies nominated by the Company, who exercise the voting right for the shareholders, will appear.

9. Which hardware is required for using the system?

You require a computer which is suitable for browsing the Internet. We recommend, as a minimum, a processor with 1 GHz and 512 MB RAM.

For playing the videos, we recommend a DSL connection with at least 1,000 kBit/s download speed.

In addition, for the playback of the audio transmission, you require a sound card with connected speakers or headphones.

10. Which software is required for using the system?

We recommend one of the following operating systems: Microsoft Windows 7 or later. In addition to a functioning Internet access, a browser of the following type is required: Microsoft® Internet Explorer®, original version (11.0 or later), Mozilla® Firefox (3.6 or later) or a technically equivalent browser. Videos will be transmitted in the formats Windows Media and Flash Media.Therefore, at least the Windows Media Player or an equivalent playback software is required for the playback (see below).

If no player is installed, please install an adequate video player in due time prior to the General Meeting.

11. Which browser settings are required for using the web-based proxy and instruction system?

The browser functions: "Java-Script", "Cookies" and "CSS-Cascading Style Sheets" have to be enabled (default setting).

Settings in the Internet Explorer:

Menu: "Tools", "Internet Options", tab: "Security", button: "Default level", then security level: "Medium". In case of doubt, please check also the tab: "General", button: "Accessibility"; none of the options should be enabled here. In the tab: "Advanced", in the "Multimedia" section, the following functions should be enabled: "Show pictures", "Play animations in webpage" and, in particular, "Play sounds in webpages". In the "Security" section, the function "SSL 3.0" should be enabled.

Settings in Mozilla Firefox:

Menu: In "Tools", "Options", tab: "Privacy", under "Cookies", enable "Accept cookies" and on the "Content" tab, enable the options: "Load images automatically" and "Enable JavaScript".

12. Is it possible for you to follow the speech of the Chairman of the Management Board and the following general debate on the internet?

Yes. On 6 February 2017, from approx. 10:15 CET, you will be able to view live on the Internet the speech of the Chairman of the Management Board of METRO AG, Mr. Olaf Koch, addressing the General Meeting. The subsequent general debate will not be transmitted. In the time until the General Meeting, we are offering you a test video (available as from 3 February 2017). You may use this video in order to check whether your computer is configured for playing the live broadcast.

If no player is installed, please install an adequate video player in due time prior to the General Meeting.

13. How can you view the speech of the Chairman of the Management Board?

For the transmission of the speech of the Chairman of the Management Board via the Internet, the Windows Media Player® (version 7.0 or later) or an equivalent player are recommended. The browser functions "Java-Script", "Cookies" and "CSS - Cascading Style Sheets" have to be enabled (default setting). In addition, you need a plug-in for your browser. In most cases, this plug-in is installed in the course of the installation of the browser, the player or the operating system, respectively. If this is not the case (no video will then be displayed in the video area), please install an adequate plug-in in due time prior to the General Meeting.

In the time until the General Meeting, we are offering you a test broadcast (available as from 31 January 2017). You may use this video in order to check whether your computer system is configured correctly and suitable for the live broadcast.

Legal notes

Notes on data protection

Your data is collected, stored, processed and used exclusively for the purpose of the electronic granting of proxy and instructions via the Internet. In order to fulfill the requirements of proof under German stock corporation law, we and the party processing the data commissioned by us will keep the data for three years.

Contact

If you have any questions, please contact the Hotline for the Annual General Meeting of METRO AG at telephone number:

Tel.: +49(0)211/68861720

on workdays from Monday to Friday between 9:00 a.m. and 6:00 p.m. CET. You may also contact us by e-mail at 2017@metro-hv.de.

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