Shareholders resolve demerger of METRO GROUP

6 February 2017

  • 99.95% approval of the demerger of METRO GROUP into two strong and successful companies with a clear strategic focus
  • METRO and CECONOMY: independent and with a clear profile
  • New METRO share to start trading in mid-2017
  • Changes in the composition of the Supervisory Board of METRO AG

At today's Annual General Meeting, the shareholders of METRO AG approved the demerger of METRO GROUP into two strong and successful companies with a clear strategic focus. 99.95% of the voting share capital represented endorsed the proposed hive-down and spin-off agreement of 13 December 2016. The approval is a milestone on the road to two independent companies, creating a leading wholesale and food specialist operating under the METRO brand and the European leader in the consumer electronics business operating under the CECONOMY brand. The demerger will enable both companies to become faster, more focused and more agile in order to create even greater value for customers. "Two strong and focused companies are starting operations. Both are highly dynamic and have the necessary talents to independently achieve sustainable and healthy growth. We have worked hard over the past years to pave the way for this successful transformation," says Olaf Koch, Chairman of the Management Board of METRO AG. "Our wholesale and food specialist METRO is a leading global player - and provides a strong base to expand its store-based and delivery business across all 35 countries in which it operates." Pieter Haas, designated CEO of the future CECONOMY, says: "We're Europe's No. 1 in consumer electronics retailing. With our comprehensive repositioning, we have created an excellent foundation for a successful future as an independent player. CECONOMY is the platform for business concepts, formats and brands in the consumer electronics area. We are convinced that our best years are yet to come - for our company, for our employees and, last but not least, for our shareholders."

 

METRO and CECONOMY already organisationally independent

Following the announcement of plans to create two independent, exchange-listed market leaders in their respective segment at the end of March 2016 and the approval of the Supervisory Board, the organisational separation was implemented in September 2016. Both companies have been operating as independent entities since October. At a Capital Markets Day in mid-December, financial markets and the public were informed about the strategies and positioning of the two new companies as well as their new brandings. At the Annual General Meeting, the shareholders also approved the allocation of new shares of the future METRO AG at a ratio of 1:1. As a result, all shareholders will keep their shares in today's METRO AG, which will be re-named CECONOMY. They will receive an additional ordinary share of the wholesale and food retail specialist, then METRO AG, for each ordinary share they own. The same applies to preference shares. These new shares will be entitled to dividends for financial years starting on or after 1 October 2016. The future CECONOMY AG will hold a direct and indirect 10% stake in the future METRO AG. CECONOMY AG will receive 1% of the share capital in return for the transfer of the assets to be spun off; disposal of this shareholding is subject to tax restrictions for seven years. The remaining 9% represent a purely financial investment that is subject to a customary lock-up period of six months.

The endorsement of the hive-down and spin-off agreement of 13 December 2016 at today's Annual General Meeting represents another milestone in the demerger of METRO GROUP. Following the approval of the demerger plans, METRO can start preparing the independent stock exchange listings. The demerger and the listings of the shares of the future METRO AG are expected to be completed by mid-2017.

 

Changes in the composition of the Supervisory Board

As a consequence of the demerger of METRO AG, the two companies' respective 20-member Supervisory Boards will also be reconstituted. The independent management consultant Dr Bernhard Düttmann was elected - subject to the completion of the demerger - to the Supervisory Board in place of Jürgen B. Steinemann, who will resign from the Board and switch to the future METRO AG once the demerger has become effective. As the successor to Gwyn Burr, who will also join the future METRO AG, Julia Goldin, a member of the management board of Lego A/S, Billund/Denmark, and as a successor to Mattheus P. M. (Theo) de Raad, who will also join the future METRO AG, Jo Harlow, a US native and member of the board of InterContinental Hotels, were elected subject to the completion of the demerger. The shareholders elected Regine Stachelhaus, a member of the supervisory board of Covestro AG, among others, as a new member of the Supervisory Board. She succeeds Prof. Dr Dr Ann-Kristin Achleitner, who stepped down from the Supervisory Board of METRO AG, as planned, at the end of the Annual General Meeting 2017. The Board membership of Dr Florian Funck, a member of the Supervisory Board since 2015, was confirmed.

 

METRO GROUP is one of the most important international retailing companies. It generated sales of some €58 billion in financial year 2015/16. The company operates at more than 2,000 locations in 29 countries and employs some 220,000 people. The performance of METRO GROUP is based on the strength of its sales brands, which act independently on the market: METRO/MAKRO Cash & Carry, the international leader in the self-service wholesale trade; Media Markt and Saturn, the European market leader in consumer electronics retailing; and Real hypermarkets.