Metro AG

ANNUAL REPORT
2022/23
ANNUAL REPORT
2022/23

METRO in figures
Key financial figures (in € million)
2021/22
2022/23
Change
Change
in %
Sales (net)
29,754
30,551
798
2.7
Adjusted EBITDA
1,389
1,174
−215
−15.5
EBIT
429
598
169
39.4
Earnings per share in €
(basic = diluted)
−0.92
1.21
2.13
–
Dividend
0.00
0.551
0.55
–
1
Subject to the resolution of the Annual General Meeting.
Network
2021/22
2022/23
Change
Change
in %
Stores and delivery (number of countries)
31
32
1
–
Marketplace (number of countries)
3
6
3
–
DISH POS1 (number of countries)
2
4
2
–
Stores (number of locations)
661
6253
−36
–
thereof delivery OOS2
(number of locations)
(567)
(529)
(−38)
–
FSD depots (number of locations)
64
76
12
–
1
DISH POS is a cloud-based all-in-one POS system with solutions for the hospitality industry. The product was developed by POS provider Eijsink. The
product has undergone further development and been integrated into the offering of digital DISH tools since it was acquired by DISH Digital Solutions
(formerly Hospitality Digital) in March 2022. The system is called Booq in the Netherlands and Belgium.
2
OOS refers to the existing METRO location portfolio and includes METRO stores that deliver from the store on the one hand and stores that operate
their own depot in the store on the other.
3
2 stores in Ukraine (Mariupol and Kharkiv) have been excluded from the consideration of locations, as they are temporarily not operating due to the war.
METRO IN FIGURES
To our shareholders
Goals and strategy
Combined Management Report
Consolidated financial statements
Notes
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METRO ANNUAL REPORT 2022/23
2

Multichannel development
Sales development (in € million)
2021/22
2022/23
Change
in %
Ambition 2030
Store-based and other business
23,299
23,342
0
~1.2× vs. 2020/21
FSD
6,386
7,099
11
>3× vs. 2020/21
METRO MARKETS sales
69
110
60
METRO MARKETS marketplace sales1
130
172
32
>€3 billion
1
Total volume of METRO MARKETS platform (and third-party platforms) excluding VAT and after cancellations but before any deductions; includes seller
sales in full.
sCore KPIs (%)
2021/22
2022/23
Change
in percentage
points
Ambition 2030
Strategic customer sales share
71
74
3
>80%
Own-brand sales share
19
22
2
>35%
Stock availability
95
96
1
>98%
FSD sales share
21
23
2
>33%
Digital sales share
9
11
3
40%
Medium-term ambition
2021/22
2022/23
Growth target
Ambition 2030
Sales development (%)1
21
9
5–10% CAGR
>€40 billion
EBITDA development (%)2
17
−13
5–7% CAGR
>€2 billion
Investments (% of sales)3
1.4
1.8
<1.5%
Free cash flow (€ million)
190
−147
>€0.6 billion
Net debt/EBITDA (0.0×)
2.3×
2.0×
<2.5×
1
Exchange-rate-adjusted, stable portfolio.
2
Adjusted EBITDA, exchange-rate-adjusted, stable portfolio.
3
Investments without monetary assets and acquisitions of subsidiaries.
To our shareholders
Goals and strategy
Combined Management Report
Consolidated financial statements
Notes
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METRO ANNUAL REPORT 2022/23
3

CONTENTS
To our shareholders
5
Letter to the shareholders
6
The Management Board
8
Report of the Supervisory Board
10
Report of the Audit Committee
18
METRO share
22
Goals and strategy
25
Combined Management Report
28
1
Principles of the group
29
2
Economic report
62
3
Outlook report
73
4
Opportunities and risk report
76
5
Takeover-related disclosures
89
6
Supplementary disclosures METRO
AG
93
Consolidated financial
statements
97
Income statement
98
Profit or loss for the period
99
Balance sheet
100
Statement of changes in equity
101
Cash flow statement
102
Notes
103
Segment reporting
104
Notes to the group accounting principles
and methods
105
Capital management
122
Consolidation group and investments
123
Notes to the income statement
128
Notes to the balance sheet
135
Other notes
159
Auditor’s report
175
Independent assurance
practitioner's report
185
Financial calendar 2023/24
189
In accordance with our view on integration and inclusion, we advocate a gender-sensitive understanding
of language. For the sole purpose of better readability, we in some cases do not use gender-neutral
terms or overtly inclusive multi-gender descriptions. When we use the generic masculine form in our
corporate media and our social media channels, this is done solely for reasons of the comprehensibility
and readability of the text. In all cases, this form includes all genders equally.
To our shareholders
Goals and strategy
Combined Management Report
Consolidated financial statements
Notes


METRO ANNUAL REPORT 2022/23
4

TO OUR SHAREHOLDERS
Letter to the shareholders
6
The Management Board
8
Report of the Supervisory Board
10
Report of the Audit Committee
18
METRO share
22
To our shareholders
Goals and strategy
Combined Management Report
Consolidated financial statements
Notes


METRO ANNUAL REPORT 2022/23
5

LETTER TO THE SHAREHOLDERS
The financial year 2022/23 was overall successful. In a challenging environment, we made good
progress with the implementation of sCore and defended the market shares we had gained. Our
consistent focus paid off. We made significant progress in the strengthening of delivery and the
online business as well as in the optimisation of the wholesale approach of our stores. We built
upon the growth of the successful previous year. For the coming year, we have set our sights
high: we will continue to invest in growth and capture market shares.
•
Stores: roll-out of volume-based pricing model
(‘buy more, pay less’), 75,000 SKUs since
October 2022.
•
Delivery: further expansion of the sales force
(~750 employees added), assortment reduced
by 250,000 SKUs. Corresponding reduction of
complexity and creation of attractive delivery
space (20 locations added).
•
Digital: opening of METRO MARKETS in
Portugal, the Netherlands and France (a total of
6 countries; 60% of HoReCa sales). Roll-out of
the DISH POS payment system in France and Germany (a total of 4 countries).
•
Sustainability: exchange of cooling systems, 21 additional photovoltaic plants.
•
Portfolio: acquisition of Johan i Hallen & Bergfalk (JHB), Swedish delivery specialist for
meat and fish, among other products, and sale of the business in India.
•
Real estate transaction: sale of parts of the METRO Campus for approximately €200 million
in earnings.
Growth is our priority. Markets are growing
structurally and, at the same time, are highly
fragmented. This offers an enormous
opportunity. In this market environment, our
combination of wholesale stores, delivery
service and online marketplace is unique – and
highly attractive for the customer. The channels
fulfil different customer needs and that pays off:
multichannel customers buy significantly more.
We reached many milestones:
To our shareholders
Goals and strategy
Combined Management Report
Consolidated financial statements
Notes
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METRO ANNUAL REPORT 2022/23
6

Achieving the milestones above paid off: compared with a strong previous year and in spite of
Russia’s war in Ukraine and the cyberattack, we achieved 9%1 growth in sales – placing us in the
upper half of the outlook range. Adjusted EBITDA1 declined by €170 million in line with
expectations. The progress made regarding the strategic key performance indicators also
speaks for itself:
•
Wholesale value proposition: 74% strategic customers sales share,
22% own-brand sales share, 96% stock availability.
•
Multichannel growth: 23% FSD sales share, 11% digital sales share.
The reported earnings per share (EPS) are €1.21 (2021/22: €−0.92). The increase particularly
benefitted from a real estate transaction, the sale of the Indian business and positive non-cash
currency effects in the financial result. In accordance with the attractive dividend policy (payout
ratio of 45% to 55% of EPS), the Management Board and the Supervisory Board propose to the
Annual General Meeting to pay a dividend in the amount of €0.55 per share for financial year
2022/23.
We have set ourselves ambitious goals for financial year 2023/24. And we are following a clear
path to achieve these goals. We will continue to optimise our stores and focus on wholesale. We
will also expand the delivery and the digital business. Our sCore strategy sets our customers in
the focus, without compromise. This helps us achieve a great added value for customers – and
our ambitious goals for 2030. WE ARE ON TRACK!
We expect a total sales growth of 3% to 7% for financial year 2023/24. However, this is
countered by noticeable cost inflation and rising cost for IT security. Accordingly, we expect a
change in adjusted EBITDA between €−100 million to €50 million. We can see that our sCore
strategy is working. However, as already described, we are faced with major cost-related
challenges in this regard. Overall, we nevertheless still expect a good development in line with
our 2030 sCore targets.
None of this would be possible without the tireless efforts of our employees. We are working
with a great deal of commitment as ONE METRO. Together, we will achieve the targets we have
set for ourselves by 2030. We are doing what we do best – multichannel wholesale. Dear
shareholders, we sincerely thank you for your support.
Yours truly,
Dr Steffen Greubel
Chairman of the Management Board of METRO AG
Adjusted for portfolio changes and exchange rates.
1
To our shareholders
Goals and strategy
Combined Management Report
Consolidated financial statements
Notes


METRO ANNUAL REPORT 2022/23
7

THE MANAGEMENT BOARD
DR STEFFEN GREUBEL
Chairman of the Management Board
AREAS OF RESPONSIBILITY
Corporate Accounting & Controlling, Corporate Communications,
Corporate Office, Corporate Responsibility & Public Policy,
Corporate Risk Management, Corporate Tax, Corporate Treasury,
Global Solution Center, Group Internal Audit, IT Security, M&A |
Legal & Compliance, Strategy | Investor Relations, METRO
Deutschland, DISH Digital Solutions, Hospitality Digital, METRO
Financial Services, METRO Insurance Broker, METRO MARKETS,
MIAG.
RAFAEL GASSET
Chief Operating Officer
AREAS OF RESPONSIBILITY
METRO Austria, METRO Bulgaria, METRO Croatia, MAKRO Czech
Republic, METRO France, METRO Hungary, METRO Italy, METRO
Kazakhstan, METRO Moldova, MAKRO Netherlands, METRO
Pakistan, MAKRO Poland, MAKRO Portugal, MAKRO Spain, METRO
Romania, METRO Russia, METRO Serbia, METRO Slovakia, METRO
Turkey, METRO Ukraine.
To our shareholders
Goals and strategy
Combined Management Report
Consolidated financial statements
Notes


METRO ANNUAL REPORT 2022/23
8

CHRISTIANE GIESEN
Chief People & Culture Officer and Labour Director
AREAS OF RESPONSIBILITY
International People & Culture Business Partner, Global Employer
Branding, Talent Acquisition & Onboarding, Global People & Culture
Services, Global Talent Management and People & Culture
Transformation, People & Culture Operations, METRO Campus
Services, METRO PROPERTIES, METRO LOGISTICS.
CLAUDE SARRAILH
Chief Customer & Merchandise Officer
AREAS OF RESPONSIBILITY
Customer & Sales, Food Service Distribution (incl. Aviludo, Classic
Fine Foods, Johan i Hallen & Bergfalk (JHB), Pro à Pro France, Pro a
Pro Spain, R Express), Global Procurement, Global Quality
Assurance, E2E Supply Chain Management, Multichannel Network
Transformation, Retail Franchise, METRO ADVERTISING, METRO
DIGITAL, METRO SOURCING International.
•
More information about the members of the Management Board (including curricula vitae
and terms of appointment) can be found on the website www.metroag.de/en in the
section About us – Management Board.
To our shareholders
Goals and strategy
Combined Management Report
Consolidated financial statements
Notes


METRO ANNUAL REPORT 2022/23
9

REPORT OF THE SUPERVISORY BOARD
In financial year 2022/23, our focus remained on the implementation of the sCore corporate
strategy, which was rolled out in the previous year. This paid off in the form of further growth.
METRO was thus able to increase sales figures in all segments (except Russia) as well as all
sales channels, thereby achieving total sales of €30.6 billion, which corresponds to sales growth
of 8.8%2. Adjusted EBITDA3 was €1,174 million, approximately 12.8% below the previous year.
The business environment was influenced by persisting high inflation which nevertheless was in
continuous decline. The positive sales development was offset on the earnings side in particular
by the effects of general inflation, the impact of the cyberattack, the expiration of post-
transaction effects and declining development in Russia.
In this financial year, the main drivers of business performance were the delivery (FSD) and
online business and the optimisation of our product range, with the consistent expansion of the
volume-based ‘buy more, pay less’ tiered pricing model.
With the approval of the Supervisory Board, METRO acquired Johan i Hallen & Bergfalk (JHB) –
an FSD business in Scandinavia – in May 2023 as part of aligning its portfolio with the sCore
strategy. This move was a complement to the existing FSD portfolio and opened up access to
one of Europe’s largest food service markets. Another portfolio adjustment realised by METRO,
also with the approval of the Supervisory Board, was the sale of METRO India to Reliance Retail
Ventures Ltd. Due to the accelerated transformation of the industry and the increasing
competition, the business in India would not have been in line with the sCore growth strategy
going forward.
By extending the contract of our CEO Dr Steffen Greubel prior to its expiration, we have made a
statement for the long-term and continuous strategic direction of the company as a pure food
wholesaler. Our former CFO Christian Baier, who resigned from the company by mutual
agreement, will be succeeded by Mr Eric Riegger. His office term is scheduled to begin on 1
February 2024 and, thanks to his previous professional experience, he is well qualified to
support METRO in the implementation of sCore.
The Supervisory Board would like to take this opportunity to thank our Management Board and
all employees for their hard work. Our sCore objectives can only be achieved through the
shared dedication to our goals and a passion for our business. Last but not least, we also wish
to thank you, our shareholders, for accompanying us on our journey to becoming a multichannel
wholesaler.
We are headed in the right direction!
Exchange-rate- and portfolio-adjusted (that is, without Japan, Myanmar, Belgium, India and JHB).
2
Excluding real estate income and transformation costs; year-on-year comparison is exchange-rate- and portfolio-adjusted.
3
To our shareholders
Goals and strategy
Combined Management Report
Consolidated financial statements
Notes


METRO ANNUAL REPORT 2022/23
10

JÜRGEN STEINEMANN
Chairman of the Supervisory Board
•
More information about the Chairman of the Supervisory
Board and the other members of the Supervisory Board can be
found on the website www.metroag.de/en in the section
About us – Supervisory Board.
Advice and supervision in consultation with the Management
Board
In financial year 2022/23, the Supervisory Board performed the duties imposed on it by law, the
Articles of Association and the Code of Procedure. We advised the Management Board in
relation to the management of METRO AG and the group and supervised its activities. The
Management Board has provided us with detailed written and verbal information on all
significant matters within METRO at the Supervisory Board meetings and on other occasions in
a timely manner and in accordance with the statutory requirements. Its reporting in particular
included information on current business developments, on the intended business policies and
other fundamental concerns relating to corporate planning as well as information about the
situation of the company and the group (including the risk position, risk management and
compliance). The Management Board provided explanations for any deviations from planned
business performance. We have given our approval for individual business transactions, if it was
required by law, the Articles of Association or internal regulations. Since no matters requiring
clarification arose, we did not make use of the Supervisory Board’s rights of inspection and
audit pursuant to § 111 Section 2 Sentences 1 and 2 of the German Stock Corporation Act (AktG).
Managers from the relevant departments or subsidiaries of METRO attended meetings to
address particular agenda items.
As the Chairman of the Supervisory Board, I also worked especially closely with the Chief
Executive Officer, Dr Steffen Greubel, but also the other members of the Management Board,
outside of meetings and regularly exchanged information and ideas with regard to key issues
and pending decisions. I was in contact with the members of the Supervisory Board outside of
meetings. In our capacity as committee chairmen, Prof. Dr Edgar Ernst and I also reported on
the work and recommendations of the respective committees at the subsequent Supervisory
Board meeting.
The Supervisory Board held a total of 7 meetings in financial year 2022/23. The average
attendance rate at meetings of the Supervisory Board and its committees in financial year
2022/23 was 88%. An individualised overview of the participation of each member of the
Supervisory Board in office in financial year 2022/23 is contained in the section ‘Meeting format
and individual attendance at meetings’ of this report. Moreover, 1 resolution was passed in a
written procedure outside a Supervisory Board meeting. In so-called closed sessions, the
To our shareholders
Goals and strategy
Combined Management Report
Consolidated financial statements
Notes
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METRO ANNUAL REPORT 2022/23
11

members of the Supervisory Board regularly exchanged views without the participation of the
members of the Management Board. As was customary in the past, both the shareholder and
employee representatives on the Supervisory Board of METRO AG discussed relevant agenda
items in separate pre-meetings.
Changes in the composition of the Supervisory Board and the
Management Board
At the end of the Annual General Meeting of METRO AG on 24 February 2023, the terms of
office for shareholder representatives Marco Arcelli, Gwyn Burr, Prof. Dr Edgar Ernst, Dr Fredy
Raas and Dr Liliana Solomon as members of the Supervisory Board ended, as well as those of
all employee representatives. By election of the Annual General Meeting, Marco Arcelli, Gwyn
Burr and Prof. Dr Edgar Ernst started another term of office. Dr Fredy Raas and Dr Liliana
Solomon were not available for another office term. By appointment by the Annual General
Meeting, they were succeeded by Jana Cejpková and Georg Vomhof as new shareholder
representatives on the Supervisory Board. The new employee representatives were appointed
by the assembly of delegates. Michael Heider, Udo Höfer, Xaver Schiller, Manfred Wirsch and
Silke Zimmer were reappointed to the Supervisory Board as employee representatives; Sabine
Gatz, Arlind Idrizi, Paul Loyo, Heidi Müllenberg and Klaus Pollmann were newly appointed. At
the conclusion of Annual General Meeting 2023, Stefanie Blaser, Friedhelm Bongard, Thomas
Dommel, Manuela Wetzko and Angelika Will resigned from the Supervisory Board of
METRO AG.
In June 2023, we extended the employment contract of CEO Dr Steffen Greubel on the
Management Board for another 5 years, thereby reappointing him as Chief Executive Officer of
METRO AG until 30 April 2029. By best mutual agreement, the Supervisory Board reached an
understanding with Christian Baier on his resignation from the company effective on 30
September 2023. We thank him for his intensive and successful work over the last 12 years.
Main topics of the Supervisory Board meetings and resolutions
In every meeting, the Supervisory Board generally receives a detailed status update on the
current business developments in the group, in particular on financial reporting during the year.
As part of this, we are informed about the progress of implementation of the sCore corporate
strategy. Moreover, the Management Board regularly reports on changes in top management. In
addition to these regular topics, the Supervisory Board dealt with the following topics in the
past financial year:
November 2022 – At this meeting, we were informed about the status of the cyberattack on
METRO in October 2022 and the resulting measures and consequences for the group. We
received an update on sustainability, discussed the annual report on governance functions in
the group and determined the effectiveness of the internal control system, the risk
management system and the internal audit system as outlined in § 107 Section 3 of the German
Stock Corporation Act (AktG). We also discussed the fulfilment of the requirements to be made
by the compliance function. We approved the sale of METRO Cash & Carry India to Reliance
Retail Ventures Limited. Due to the accelerated transformation of the industry and the
increasing level of competition, the Indian business would have been dropped form the sCore
growth strategy. It was therefore the right time to seize the momentum and lead METRO India
into the future at the side of a strong partner in this market environment. The sale was
completed in May 2023. With regard to Management Board remuneration, we passed a
resolution on the individual performance factors of the short-term incentive for financial year
2021/22 for the individual members of the Management Board as well as the amount of the
variable remuneration components to be granted for financial year 2021/22. Furthermore, we
To our shareholders
Goals and strategy
Combined Management Report
Consolidated financial statements
Notes
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METRO ANNUAL REPORT 2022/23
12

passed resolutions on the declaration on corporate management and the 2021/22 report of the
Supervisory Board.
December 2022 – At the beginning of the meeting, Jana Cejpková and Georg Vomhof – the 2
candidates recommended by the Nomination Committee for initial appointment to the
Supervisory Board – introduced themselves. As part of the update on current business
developments, one focal point was a report on the 2nd wave of the cyberattack and the
countermeasures derived from it. Afterwards, the annual financial statements – which were
completed on schedule in spite of the cyberattack – were reviewed and discussed. A resolution
was passed on the acknowledgement or approval of the annual financial statements, the
consolidated financial statements, the combined management report for METRO AG and the
group, including the non-financial statement, the report of the Management Board on the
company’s relationships with affiliated companies (dependency report) and the corresponding
audit reports of the auditor. For the first time, the remuneration report under stock corporation
law was created together by the Management Board and the Supervisory Board. It was
presented for approval to the Annual General Meeting in February 2023. Furthermore, we
passed resolutions on the proposed resolutions for the Annual General Meeting of METRO AG
on 24 February 2023. As a precautionary measure, we also passed a resolution to authorise a
law firm, in particular with regard to potential legal challenges and/or actions for nullity against
resolutions of the Annual General Meeting.
February 2023 – In the meeting the day before the Annual General Meeting, the Supervisory
Board received an additional update on the cybersecurity situation. In addition, the new human
resources strategy ‘People & Culture Agenda’ was presented to us, which is aligned with the
sCore corporate strategy. Subject to the election of the auditor by Annual General Meeting
2023, the Supervisory Board passed a resolution on the audit assignments of the auditor for
financial year 2022/23.
Another meeting of the Supervisory Board in its new composition took place immediately
following the Annual General Meeting. The Supervisory Board once again elected Xaver Schiller
as the Vice Chairman of the Supervisory Board and passed a resolution on the composition of
the committees. The members of the Audit Committee once again elected Prof. Dr Edgar Ernst
as the Chairman and Xaver Schiller as the Vice Chairman. In addition, the shareholder
representatives on the Supervisory Board passed a resolution on the assessment of the
independence of its members. The Supervisory Board then passed a resolution on the issue of
the tranche 2022/23 of the long-term incentive and approved changes to the schedule of
responsibilities of the Management Board.
May 2023 – In a written procedure, the Supervisory Board approved the acquisition of 100% of
shares in the Swedish company JOHBECO AB, a specialist in meat and fish delivery and the
market leader in fresh premium proteins in Sweden. In conjunction with a training event of the
Supervisory Board in April, the Management Board had explained the transaction to us which it
would submit for approval. With this acquisition, METRO is expanding its FSD portfolio and
entering the food services market in Sweden and Finland. This is expected to further accelerate
the achievement of METRO’s sCore FSD sales ambitions.
June 2023 – The focus of the 2-day strategy meeting in Sofia was the confirmation of the sCore
growth strategy, with a focus on the status of the transformation and the support from the
Supervisory Board with regard to the short- and long-term financial effects. The management
of METRO Bulgaria presented their transformation with a clear emphasis on Trader and HoReCa
customers. We passed a resolution on the reappointment of Dr Steffen Greubel as a member of
the Management Board and Chief Executive Officer, the cancellation of the appointment of
Christian Baier and the resulting changes to the schedule of responsibilities of the Management
Board. Furthermore, we received another update on the status of the cybersecurity situation
and were informed about the current corporate projects, in particular with an update on the IT
transformation project. In addition to receiving information about the annual review of the OTC
To our shareholders
Goals and strategy
Combined Management Report
Consolidated financial statements
Notes
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METRO ANNUAL REPORT 2022/23
13

derivatives and details about potential lease extensions of METRO Deutschland locations, we
passed a resolution on the engagement of a consultant for the executive search for suitable
candidates to succeed the CFO as well as the Chairman of the Audit Committee, who will be
resigning next year.
August 2023 – National subsidiary management informed us on the course of business and the
general situation in Russia. The Management Board then gave an update on its assessment of
the options for the business there, which it reviews and evaluates on an ongoing basis.
Furthermore, we reviewed the financial development of all investment projects in the field of
delivery from recent years.
September 2023 – The scheduled topic of the meeting was the approval of the budget and
medium-term planning. After determining the respective individual total target remuneration of
the members of the Management Board for financial year 2023/24, we passed a resolution on
the financial STI and LTI performance targets and discussed the strategic STI targets for
financial year 2023/24. We then dealt with corporate governance topics: we passed a resolution
on an adjustment of the diversity concepts for the Management Board and the Supervisory
Board as well as a resulting change to the Code of Procedure of the Supervisory Board. In
addition, we passed a resolution on the annual declaration of conformity pursuant to § 161 of
the German Stock Corporation Act (AktG) and approved an update of the schedule of
responsibilities of the Management Board. In conclusion, we discussed the results of the self-
assessment of the Supervisory Board, which we carried out in August in accordance with the
recommendation of the German Corporate Governance Code.
Work in the committees
For the purpose of effectively performing its duties, the Supervisory Board relies on the work of
4 committees: the Presidential Committee, the Audit Committee, the Nomination Committee
and the Mediation Committee pursuant to § 27 Section 3 of the German Co-determination Act
(MitbestG). The committees prepare the consultations and resolutions in the Supervisory Board
meetings. In addition, also decision-making responsibilities were transferred to the committees
within the legally allowed parameters. The respective chairmen of the committees report to the
Supervisory Board regularly with regard to the work in the committees. Guests such as
managers from the responsible departments and subsidiaries of METRO or the auditors were
invited to the committee meetings to discuss specific topics.
Presidential Committee – The Presidential Committee is mainly concerned with the personnel
and remuneration issues of the members of the Management Board and monitors compliance
with legal regulations and the application of the German Corporate Governance Code. In
addition, the Presidential Committee is responsible for urgent resolutions and issues that the
Supervisory Board has delegated to it for resolution. The Presidential Committee held 6
meetings in financial year 2022/23; 2 of the meetings were convened as an extraordinary
meeting.
The subjects of discussion and resolutions of the Presidential Committee in financial year 2022/
23 were issues relating to the remuneration and contractual matters of the members of the
Management Board as well as the preparation of the remuneration report. In addition, the
Presidential Committee dealt with the contract extension of Dr Steffen Greubel as Chief
Executive Officer, the cancellation by mutual agreement of the appointment of Christian Baier
and the search for a successor for the position of Chief Financial Officer. Further issues
addressed by the Presidential Committee included corporate governance at METRO, especially
the preparation of the declaration of conformity in accordance with § 161 of the German Stock
Corporation Act (AktG). Long-term succession planning was one of the regular topics of
discussion in the committee.
To our shareholders
Goals and strategy
Combined Management Report
Consolidated financial statements
Notes


METRO ANNUAL REPORT 2022/23
14

Audit Committee – The Audit Committee is in particular responsible for supervising the
company’s accounting, accounting processes, the effectiveness and development of the internal
control systems, the risk management system, the internal audit system, the audit of the annual
financial statements (in particular relating to the selection and independence of the auditor, the
audit strategy and planning, the quality of the audit and any additional services provided by the
auditor) and the financing strategy as well as compliance. In this financial year, there was also a
focus on dealing with the impact of the cyberattack and the resulting consequences. In financial
year 2022/23, the Audit Committee convened 6 meetings. Details of the Audit Committee’s
deliberations and resolutions can be found in the separate report of the Audit Committee.
Nomination Committee – The Nomination Committee prepares for the election of shareholder
representatives to the Supervisory Board and proposes suitable candidates to the Supervisory
Board for recommendation to the Annual General Meeting. In financial year 2022/23, a total of
3 committee meetings were held for the purpose of preparing election proposals to the Annual
General Meeting for 2023 and 2024.
Mediation Committee – In financial year 2022/23, the Mediation Committee established in
accordance with § 27 Section 3 of the German Co-determination Act (MitbestG) did not have to
be convened.
Meeting format and individual attendance at meetings
In financial year 2022/23, all meetings of the Supervisory Board, the Presidential Committee
and the Audit Committee were convened as face-to-face meetings. We also generally offer the
option of virtual participation via telephone or video conference if physical participation is not
possible for any of the members. Of the 3 Nomination Committee meetings in financial year
2022/23, 1 was held as a virtual meeting. Attendance of members of the Supervisory Board in
office in financial year 2022/23 at meetings is disclosed in the following. Only those meetings
that took place during the respective membership on the Supervisory Board or committee are
listed.
Members
Supervisory
Board
Presidential
Committee
Audit
Committee
Nomination
Committee
Total in %
Jürgen Steinemann (Chairman)
7/7
6/6
6/6
3/3
100
Xaver Schiller
(Vice Chairman)
6/7
4/6
4/6
–
74
Marco Arcelli
7/7
–
3/3
–
100
Stefanie Blaser,
until 24/2/2023
3/3
–
3/3
–
100
Friedhelm Bongard,
until 24/2/2023
3/3
–
–
–
100
Gwyn Burr
6/7
–
–
3/3
90
Jana Cejpková,
since 24/2/2023
4/4
–
–
–
100
Thomas Dommel,
until 24/2/2023
3/3
2/2
–
–
100
Prof. Dr Edgar Ernst
7/7
6/6
6/6
–
100
Sabine Gatz,
since 24/2/2023
3/4
–
–
–
75
Michael Heider
7/7
–
3/3
–
100
Udo Höfer
7/7
–
–
–
100
Arlind Idrizi,
since 24/2/2023
4/4
–
–
–
100
Paul Loyo,
since 24/2/2023
4/4
4/4
3/3
_
100
Heidi Müllenberg,
since 24/2/2023
3/4
–
–
–
75
Klaus Pollmann,
since 24/2/2023
3/4
–
2/3
–
71
Dr Fredy Raas,
until 24/2/2023
3/3
–
–
–
100
To our shareholders
Goals and strategy
Combined Management Report
Consolidated financial statements
Notes


METRO ANNUAL REPORT 2022/23
15

Members
Supervisory
Board
Presidential
Committee
Audit
Committee
Nomination
Committee
Total in %
Roman Šilha
7/7
5/6
2/3
3/3
89
Eva-Lotta Sjöstedt
6/7
–
–
–
86
Dr Liliana Solomon,
until 24/2/2023
3/3
–
–
–
100
Marek Spurný
7/7
–
–
–
100
Stefan Tieben
7/7
–
6/6
–
100
Georg Vomhof,
since 24/2/2023
4/4
–
–
–
100
Manuela Wetzko,
until 24/2/2023
3/3
2/2
–
–
100
Angelika Will,
until 24/2/2023
1/3
–
–
–
33
Manfred Wirsch
6/7
–
6/6
–
92
Silke Zimmer
6/7
3/4
–
–
82
Attendance rate (total)
88
Corporate governance
In September 2023, the Management Board and the Supervisory Board of METRO AG issued
their annual declaration of conformity with regard to the recommendations of the Government
Commission on the German Corporate Governance Code pursuant to § 161 of the German Stock
Corporation Act (AktG). The declaration of conformity is permanently published on the website
www.metroag.de/en in the section About us – Corporate Governance. Further information on
METRO’s corporate governance can be found in the declaration on corporate management,
which has also been published on the website www.metroag.de/en in the section About us –
Corporate Governance.
In financial year 2022/23, 3 training events were held for the entire Supervisory Board: in
December 2022 on the topic of food service distribution, in April 2023 on the sCore corporate
strategy with various theoretical and practical focus topics and in August 2023 on the digital
tools of DISH Digital Solutions (formerly Hospitality Digital). In March 2023, 1 training event was
held following the election of the employee representatives for the employee representatives
on the Supervisory Board on questions of corporate governance as well as stock cooperation
law, co-determination law and insider law. In addition, there were individual onboarding events
for newly appointed members of the Supervisory Board, both with the Chairman of the
Supervisory Board as well as with members of the Management Board and managers from
departments relevant for the Supervisory Board.
The members of the Supervisory Board are required to disclose any conflicts of interest without
delay. No such conflicts of interest arose in financial year 2022/23.
Annual and consolidated financial statements, report on
relationships with affiliated companies 2022/23
The auditor KPMG AG Wirtschaftsprüfungsgesellschaft has reviewed the annual financial
statements prepared by the Management Board in accordance with the German Commercial
Code (HGB) and the consolidated financial statements prepared by METRO AG based on the
International Financial Reporting Standards (IFRS). It also reviewed the combined management
report for METRO AG and the group for financial year 2022/23 as well as the remuneration
report prepared by the Management Board and the Supervisory Board pursuant to § 162 of the
German Stock Corporation Act (AktG) and issued an unqualified audit certificate. The auditor
also issued an unqualified certificate about the combined non-financial statement contained in
the combined management report as a result of his audit to provide limited assurance. The
auditor provided a written report on these audits.
To our shareholders
Goals and strategy
Combined Management Report
Consolidated financial statements
Notes


METRO ANNUAL REPORT 2022/23
16

In accordance with § 312 of the German Stock Corporation Act (AktG), the Management Board
of METRO AG has prepared a report on the company’s relations to affiliated companies for
financial year 2022/23. The auditor has also audited this report, reported the result of the audit
in writing and issued the following opinion:
‘Based on our statutory audit and assessment, we confirm that
1.
the factual statements in the report are correct,
2.
the Company´s consideration with respect to the legal transactions listed in the report was
not inappropriately high.’
This report, the documents for the financial statements, including the combined non-financial
statement, as well as the audit reports were discussed and reviewed in great detail during the
meeting of the Audit Committee on 11 December 2023 and in the Supervisory Board meeting on
12 December 2023 in the presence of the auditor. The remuneration report was reviewed in a
separate Presidential Committee meeting on 11 December 2023. The required documents were
distributed to all members of the Audit Committee and the Presidential Committee as well as
the Supervisory Board in due time prior to these meetings. In all mentioned meetings, the
auditor reported about the key findings of his audits and was at the Supervisory Board’s
disposal to answer questions and provide additional information, even in the absence of the
Management Board.
The auditor also provided information on services rendered in addition to auditing services. No
issues resulting in a disqualification due to bias arose.
Based on our own review of the annual financial statements, the consolidated financial
statements and the combined management report, including the combined non-financial
statement, as well as the report of the Management Board on relationships with affiliated
companies for financial year 2022/23, we had no objections and the Supervisory Board
approved the result of the audit. As recommended by the Audit Committee, we approved the
annual financial statements and the consolidated financial statements submitted by the
Management Board. The Annual Financial Statements of METRO AG are thus adopted. After our
own careful review and in consideration of the interests to be taken into account, we agree to
the Management Board’s proposal to Annual General Meeting 2024 on the appropriation of the
balance sheet profit. As a result, we have also determined that there are no objections to be
raised against the declaration of the Management Board at the end of the report on
relationships with affiliated companies 2022/23.
Düsseldorf, 12 December 2023
The Supervisory Board
Jürgen Steinemann
Chairman
To our shareholders
Goals and strategy
Combined Management Report
Consolidated financial statements
Notes


METRO ANNUAL REPORT 2022/23
17

REPORT OF THE AUDIT COMMITTEE
Dear Ladies and Gentlemen,
As Chairman of the Audit Committee, I would like to use this opportunity to update you on the
tasks and activities of this committee in financial year 2022/23.
PROF. DR EDGAR ERNST
Chairman of the Audit Committee
•
Information about the Chairman of the Audit Committee and
the other members of the Supervisory Board can be found on
the website www.metroag.de/en in the section About us –
Supervisory Board.
The Audit Committee is in particular responsible for supervising the company’s accounting,
accounting processes, the effectiveness and development of the internal control systems, the
risk management system, the internal audit system, the audit of the annual financial statements
(in particular relating to the selection and independence of the auditor, the audit strategy and
planning, the quality of the audit and any additional services provided by the auditor) and the
financing strategy as well as compliance. Further information on the work of the Audit
Committee is defined in the Code of Procedure of the Audit Committee.
•
The Code of Procedure of the Audit Committee of the Supervisory Board of METRO AG
can be found on the website www.metroag.de/en in the section About us – Corporate
Governance.
The Audit Committee is composed of equal numbers of representatives. The following members
are part of the Audit Committee (as of 30 September 2023): Prof. Dr Edgar Ernst (Chairman),
Xaver Schiller (Vice Chairman), Paul Loyo, Klaus Pollmann, Roman Šilha, Jürgen Steinemann,
Stefan Tieben and Manfred Wirsch.
The Audit Committee held a total of 6 meetings in financial year 2022/23. In addition, the Audit
Committee passed 1 resolution outside of a meeting. The Management Board was represented
by the Chairman of the Management Board and the Chief Financial Officer. Representatives
from the METRO departments were available at the meetings to discuss specific topics, in
particular the Head of the Corporate Accounting & Controlling department following the
resignation of Christian Baier as Chief Financial Officer. The auditor was present for each
agenda item that was relevant to the audit of the financial statements. The Audit Committee
also conducted additional reporting telephone calls with the Chairman of the Management
Board and the Chief Financial Officer between the scheduled meetings to discuss the business
development and the effects of the cyberattack at the beginning of financial year 2022/23 as
well as the measures taken by the company.
As Chairman of the committee, I frequently communicated with Jürgen Steinemann as
Chairman of the Supervisory Board and with the Management Board, especially with the Chief
Financial Officer, outside the meetings to exchange information and ideas on important topics
To our shareholders
Goals and strategy
Combined Management Report
Consolidated financial statements
Notes


METRO ANNUAL REPORT 2022/23
18

and upcoming decisions. The exchange of information was supported by frequent individual
discussions with the auditor and heads of various METRO departments. I notified the
Supervisory Board about the content of the discussions as well as about the work and
recommendations of the Audit Committee in each of its subsequent meetings.
Main contents of the committee meetings
November 2022 – The committee was briefed on the status of work on the annual financial
statements, which was able to proceed as planned in spite of interference by the cyberattack.
We also focused on the effectiveness and functioning of the group’s governance functions
(internal control system, risk management system, internal audit and compliance) and received
confirmation from our auditor regarding the results of the audit of our risk management system
(RMS) in accordance with the auditing standard IDW AuS 981. In addition, we were informed
about the status of implementation of the Act on Corporate Due Diligence Obligations in
Supply Chains, discussed the audit depth of the non-financial statement and passed a
resolution on the report of the Audit Committee for financial year 2021/22.
December 2022 – The Audit Committee routinely prepared the meeting of the Supervisory
Board in December and reviewed the annual and consolidated financial statements for financial
year 2021/22, the combined management report of METRO AG and the group for financial year
2021/22, including the combined non-financial statement contained in the combined
management report, as well as the report of the Management Board on relationships with
affiliated companies. The auditor reported on the results of the audits and was available to
answer additional questions and provide information in the absence of the Management Board.
In the presence of the auditor, the committee also discussed the results of the audit and
recommended to the Supervisory Board to approve the annual and consolidated financial
statements for financial year 2021/22. The Audit Committee also decided to recommend to the
Supervisory Board that they should suggest to the Annual General Meeting 2023 to elect KPMG
AG Wirtschaftsprüfungsgesellschaft as auditors for financial year 2022/23. Furthermore, the
Management Board provided information about awarding of donations and presented to the
committee countermeasures following the cyberattack.
January 2023 – As part of a resolution passed outside of one meeting, the Audit Committee
decided to approve engaging KPMG with support services from the IT crisis management team
in conjunction with the cyberattack. The resolution presented was explained in preparation
during a routine informational call of the committee.
February 2023 – The meeting was focused on the quarterly statement Q1 2022/23. Moreover,
we received another update on the status of cybersecurity. As part of this, the external
consultants additionally hired by the company introduced themselves. They were tasked with
using a detailed benchmark analysis with leading IT security practices to create a fact-based
understanding of the security situation at METRO. Moreover, we passed a resolution to
recommend to the Supervisory Board to accept the proposals of KPMG, which included the
following tasks: the audit of the annual financial statements and the consolidated financial
statements of METRO AG as of 30 September 2023 as well as the combined management
report for METRO AG and the group for financial year 2022/23; the audit review of the
condensed interim financial report as of 31 March 2023 as well as the interim group
management report for the period from 1 October 2022 to 31 March 2023; the audit of the
combined non-financial statement for financial year 2022/23 in the form of a limited assurance
engagement; and the audit of the remuneration report in accordance with the auditing standard
IDW AuS 490 for financial year 2022/23. As part of the recommendation for the auditor
election in December 2022, no deficiencies in the audit-related services to date were identified
that would argue against the election of KPMG as auditor. In addition, we were updated about
the current status of the auditor’s non-audit services and we passed a resolution to change the
To our shareholders
Goals and strategy
Combined Management Report
Consolidated financial statements
Notes


METRO ANNUAL REPORT 2022/23
19

guideline on the engagement of the auditor for non-audit services. We were also given an
overview of the current capital market outlook of METRO and were provided with information
about awarding donations.
May 2023 – The focus of the meeting was the half-year financial report 2022/23 as well as the
half-year report on the governance functions including a risk and compliance update. The
committee received the final report of the external consultants on the assessment of the
existing cybersecurity practices at METRO. The committee also routinely obtained information
about the status of the auditor’s approved non-audit services and the utilisation of the upper
statutory cap. Furthermore, it was updated about the financing strategy and utilisation of the
financing framework. The rest of the meeting dealt with the key points of the strategy/budget
for 2023/24, in consideration of the validation of strategy implementation planning for the
national subsidiaries, as well as information on the group tax planning.
August 2023 – With the participation of the members of the Presidential Committee, we
discussed the current interim status of the budget planning for 2023/24 and subsequent years
and received an outlook on the key figures relevant to remuneration. The quarterly statement
Q3 2022/23 was routinely discussed. Furthermore, we dealt with the quality of the audit, which
we discussed on the basis of a quality report from the auditor, an anonymised survey of the
committee members and a survey of the METRO financial departments and which we consider
to be very satisfactory. We also discussed the assessment of the audit risk, the audit strategy
and the audit planning, including the key audit matters of 2022/23, with the auditor. Finally, we
received details on updates and future amendments to the accounting standards and on the
current cybersecurity situation. As part of this, we were also introduced to the new Chief
Information Security Officer (CISO).
September 2023 – The resolution on the recommendation to approve the budget planning for
2023/24 and subsequent years was the focus of this meeting. The members of the Presidential
Committee also participated in the discussion. Later in the meeting, the Head of the Group
Internal Audit department presented his Internal Audit unit report including the internal audit
planning for financial years 2023 to 2026. We also received information about the non-audit
services provided by the auditor and approved the assignment of the auditor with the review or
audit of the interim financial statements through June 2024, subject to the election of the
auditor for financial year 2023/24 by Annual General Meeting 2024. Moreover, we worked on an
amendment to the Code of Procedure of the Audit Committee. Finally, we evaluated the
responses to the survey carried out in advance of the meeting on the self-assessment of the
Audit Committee and discussed the results.
To our shareholders
Goals and strategy
Combined Management Report
Consolidated financial statements
Notes


METRO ANNUAL REPORT 2022/23
20

Annual and consolidated financial statements, report on
relationships with affiliated companies 2022/23
At the meeting on 11 December 2023, the Audit Committee reviewed and discussed the
following items in detail: the annual financial statements and the consolidated financial
statements, each of which received an unqualified audit opinion from the auditor; the combined
management report for METRO AG and the group for financial year 2022/23; the combined
non-financial statement contained in the combined management report; the Management
Board’s report on the company’s relations to affiliated companies for financial year 2022/23; as
well as the corresponding audit reports. The required documents were distributed to all
members of the Audit Committee in due time prior to these meetings. The auditor reported on
the results of the audit and addressed the key audit matters as well as the accounting-related
topics of the audit. He was also available to answer questions and provide additional
information in the absence of the Management Board. After an intensive exchange of views, the
Audit Committee recommended that the Supervisory Board take note of and approve the
results of the audit of the annual financial statements and the consolidated financial statements
of METRO AG as of 30 September 2023, the combined management report for METRO AG and
the group for financial year 2022/23, the combined non-financial statement contained in the
combined management report as well as the report of the Management Board on relations to
affiliated companies for financial year 2022/23. The committee also recommended that the
Supervisory Board should endorse the audit results of the auditor and join their determination
that no objections are to be raised. Furthermore, the Audit Committee recommended that the
annual financial statements and the consolidated financial statements of METRO AG as well as
the combined management report for METRO AG and the group, including the non-financial
statement contained in the combined management report, be approved. The committee added
that the Annual Financial Statements of METRO AG should thus be adopted and that the
Management Board’s proposal to Annual General Meeting 2024 on the appropriation of the
balance sheet profit be endorsed.
On behalf of the entire Audit Committee, I would like to conclude by thanking the Chairman of
the Supervisory Board, the auditor and the Management Board for their constructive and
dependable collaboration in financial year 2022/23.
Düsseldorf, 12 December 2023
The Audit Committee
Prof. Dr Edgar Ernst
Chairman
To our shareholders
Goals and strategy
Combined Management Report
Consolidated financial statements
Notes


METRO ANNUAL REPORT 2022/23
21

METRO SHARE
Performance of the METRO share
The stock markets underwent relatively positive development in financial year 2022/23 in spite
of global challenges like Russia’s war in Ukraine, continuing high levels of inflation and rising
energy costs. The DAX rediscovered its old strength over the course of the financial year and
exceeded the 16,000-point mark for the first time since January 2022.
In the course of the year, the performance of the METRO share experienced fluctuations due to
various internal and external factors. The continuing successful implementation of the sCore
strategy was positively received by the capital market, and the price of the ordinary share
reached its high mark of €9.71 in January 2023. However, the financial year was also influenced
by various challenges, such as a cyberattack in Q1 2022/23 in addition to external factors.
On 30 September 2023, the METRO ordinary share finished with a closing price of €6.53 in
Xetra trading on the Frankfurt Stock Exchange. This corresponds to a decline of 9% compared
to the previous year. The preference share traded at €6.70 on 30 September 2023.
Development of the METRO ordinary share (%)
1
Bidcorp, Eurocash Group, Marr, Performance Food Group, Sligro, Sysco, US Foods
METRO share
2021/22
2022/23
Closing price
Ordinary share
€
7.16
6.53
Preference share
€
7.10
6.70
High
Ordinary share
€
11.67
9.71
Preference share
€
12.20
8.95
Low
Ordinary share
€
6.90
6.17
Preference share
€
7.10
6.15
Dividends
Ordinary share
€
0.00
0.551
Preference share
€
0.00
0.551
Market capitalisation (billion)
€
2.6
2.4
Data based on Xetra closing prices.
Source: Bloomberg.
1
Subject to the resolution of the Annual General Meeting.
To our shareholders
Goals and strategy
Combined Management Report
Consolidated financial statements
Notes


METRO ANNUAL REPORT 2022/23
22

Dividend and dividend policy
The reported earnings per share (EPS) are €1.21 (2021/22: €−0.92). The increase was
particularly supported by a real estate transaction, the sale of the Indian business and positive
non-cash currency effects in the financial result. In accordance with the attractive dividend
policy (payout ratio of 45% to 55% of EPS), the Management Board and the Supervisory Board
propose to the Annual General Meeting to pay a dividend in the amount of €0.55 per share for
financial year 2022/23.
•
For more information, see chapter 5 Takeover-related disclosures – composition of the
subscribed capital.
Shareholder structure of METRO AG
Based on a shareholder identification carried out pursuant to § 67d of the German Stock
Corporation Act (AktG) as of 1 November 2022, EP Global Commerce GmbH holds 45.62% of
the voting rights of METRO AG, while the Meridian Stiftung and the Beisheim Group jointly hold
24.00% and CECONOMY AG holds 0.99%. Under the terms of the 2016 demerger agreement,
the latter was not allowed to be sold until 1 October 2023. The free-floating share is 29.39%.
These percentages refer to the total number of voting rights from ordinary and preference
shares. Notifications of voting rights in accordance with the German Securities Trading Act
(WpHG) were not received for these figures.
•
For more information about details of the pooling agreement between Meridian Stiftung
and Beisheim Holding, see chapter 5 takeover-related disclosures in the combined
management report.
The free-floating shares of METRO AG are held by a number of national and international
investors. Internationally they are mainly held by investors from North America, continental
Europe, the United Kingdom and Ireland.
Shareholder structure1
1
Shareholder identification pursuant to § 67d of the German Stock Corporation Act (AktG) as of the closing date on 1 November 2022.
2
Vote on exercising voting rights under the pooling agreement.
To our shareholders
Goals and strategy
Combined Management Report
Consolidated financial statements
Notes


METRO ANNUAL REPORT 2022/23
23

Market capitalisation
The market capitalisation of METRO AG was €2.4 billion at the end of September 2023. In
financial year 2022/23, a typical trading day at the Frankfurt Stock Exchange saw an average of
around 162,000 of METRO’s ordinary shares traded. On average, about 1,900 of the significantly
fewer liquid preference shares were exchanged on each trading day.
Analysts’ recommendations
11 analysts have regularly evaluated the METRO share in financial year 2022/23 and published
their reports. The number of active analysts is above the SDAX average. 1 analyst recommends
buying the share, 7 analysts rate the METRO share neutrally in the medium to long term and 3
analysts recommend selling the share. The median of share price targets, which usually only
represent a short-term perspective for the next 6 to 12 months, was €8.00 at the end of
September 2023 (end of September 2022: €8.60).
•
More information about the METRO share can be found on the website www.metroag.de/
en in the section Investors – Shares.
To our shareholders
Goals and strategy
Combined Management Report
Consolidated financial statements
Notes


METRO ANNUAL REPORT 2022/23
24

METRO
•
sCore growth strategy: Implementation of the long-term strategy with high growth
ambitions through 2030 defined for the group as well as for the METRO countries and
delivery specialists.4
•
Strategic value drivers: Increasing customer value through clear wholesale alignment,
multichannel and digitalisation for professional customers with a focus on HoReCa and
Traders.
•
Strategy implementation: Wholesale transformation as a significant key enabler for the
successful implementation of sCore. Advance of multichannel business model and
digitalisation.
sCore growth strategy
METRO is implementing its sCore growth strategy, which was defined in financial year 2020/21
and is geared towards 2030. sCore emphasises the group’s exclusive focus on wholesale. The
ambitious endeavour until 2030 encompasses more than €40 billion for sales and more than
€2 billion for earnings (EBITDA).
Long-term growth in out-of-home consumtion and the highly fragmented competitive
environment provide the external conditions for our sales and earnings targets. From an
internal perspective, we see great growth potential in a strong expansion of our HoReCa
delivery business, the digital sales share with goods and services and our traditional wholesale
business. Our different channels and services are closely interwoven. With regard to sales and
costs, they complement each other synergistically and do not compete with each other. By
2030, we want to grow our market share by significantly expanding our role as a leading
international food wholesaler. To achieve this aspiration, we want to triple our delivery sales,
increase sales in wholesale stores by more than 20% and grow the sales of our online
GOALS AND STRATEGY
In the remaining part of the chapter, the term ‘countries’ includes our delivery specialists (Classic Fine Foods, Pro à Pro, R Express, Aviludo
and Pro a Pro Spain and Johan i Hallen & Bergfalk), unless the delivery specialists are explicitly differentiated.
4
To our shareholders
Goals and strategy
Combined Management Report
Consolidated financial statements
Notes


METRO ANNUAL REPORT 2022/23
25

marketplace METRO MARKETS to more than €3 billion compared to base financial year 2020/
21.
Strategic value drivers
•
Wholesale value proposition: The sCore strategy streamlines the goods and services business
exclusively towards wholesale. HoReCa and Traders are our core customer groups. METRO has a
wide reach in both customer groups and strives to maximise its customer potential through high
customer retention. By 2030, we want to generate more than 80% of sales with our core customer
groups. To achieve this goal, we are significantly improving our value proposition for our target
customers as part of our sCore implementation in order to further differentiate ourselves from the
competition. In addition to a product range explicitly tailored to professional customer needs with a
focus on increasing the share of own brands, we use tiered pricing to reflect our wholesale focus
even more strongly than today in our price positioning. We will also ensure the highest possible
product quality and availability as well as product, quantity and delivery reliability for the delivery
business. To increase our productivity, we are reducing the product range in specific product groups
that do not address the needs of our core customers.
•
Multichannel: The delivery business was our key growth driver in financial year 2022/23. We are
continuing to strongly expand the delivery channel and our delivery expertise to continuously
increase the delivery sales share. This will allow us to address the channel preferences of our
customers better than before. Furthermore, we are opening up access to customer groups who only
want delivery, such as in the communal catering sector. By combining the pick-up and delivery
business, we serve the different needs of our customers in the best possible way. The online
marketplace METRO MARKETS expands our delivery solution to include non-food products with a
focus on the needs of HoReCa customers.
In order to increase customer loyalty and to better tap into customer potential, we are further
optimising our sales processes and expanding customer support through the sales force. In financial
year 2022/23, we created ~750 new sales positions, thus enabling us to offer our customers the
most efficient and best possible shopping experience across all channels. Similarly, we are continuing
to improve the digital customer experience and strongly promoting the use of our digital ordering
platform M-Shop as well as the METRO Companion app, which integrates our sales channels. The
digital sales share is expected to grow to at least 40% by 2030. In addition to METRO MARKETS, the
expansion of the range of digital solutions for the hospitality industry will contribute to this growth.
This is not only highly significant in the sCore strategy in terms of increasing customer retention. The
digital solutions also support the shift from a transactional to a service-oriented and partnership-
based business relationship with our customers.
•
Network optimisation: The Cash & Carry wholesale is the origin of our business and the root of our
success. Wholesale stores continue to be pivotal. Their role is increasingly changing from a pure
pick-up store to a multichannel fulfilment centre that ensures the fastest and most efficient fulfilment
of needs across multiple channels. Accordingly, wholesale stores will be gradually integrated into the
delivery network. Depending on the location as well as the market and customer structure, we are
adding dedicated delivery-only locations to the existing network in order to realise our sales
ambition in the delivery business.
•
New business models: sCore also includes the development and scaling of new business models with
the goal of acquiring additional segments as customers within our core customer groups HoReCa
and Traders. For example, the focus in the Traders segment is on convenience solutions and the
expansion of our franchise models. In the HoReCa segment, the focus is on business models tailored
to internationally operating key account hospitality customers.
To our shareholders
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Combined Management Report
Consolidated financial statements
Notes
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METRO ANNUAL REPORT 2022/23
26

STRATEGY IMPLEMENTATION
Our countries continue to play a key role in the successful implementation of our strategy. All countries
and delivery specialists have aligned their local strategy with the content and ambition of sCore until
2030. As part of a review process, the respective strategies were confirmed by the national subsidiaries
in financial year 2022/23. In connection with the sCore implementation, we adjusted the portfolio to the
exclusion of India, because the country is not prospectively aligned with the sCore strategy. With the
acquisition of JHB in Scandinavia, we have undertaken a reinforcement of the portfolio towards delivery
business in keeping with sCore.
The successful sCore implementation requires a cultural change, which we are supporting with a
transformation programme. As part of this ‘wholesale transformation’, we are also reorganising the
collaboration between the countries and the central functions. The objective of the transformation is to
realise synergies wherever this is possible from a business and operational point of view. Responsibility
for strategy implementation continues to be locally manifested.
In an effort to provide the best possible support for the local strategy implementation by the group
headquarters, we have analysed the sCore strategies of the countries to identify common initiatives and
priorities. The operationalisation of the strategy is continuously tracked through a key figure system that
reflects the strategic value drivers (cf. table ‘sCore key figure system’).
To achieve our sCore multichannel ambition for the wholesale and delivery business, we have begun to
implement the detailed network plan that all countries developed until 2030 as part of the strategy
development. Except for the local sales ambition, the network target vision takes capacity requirements
and productivity targets into account. Based on these parameters, we are able to target investments in
wholesale stores, delivery depots and warehouses/transhipment points.
METRO MARKETS launched in the Netherlands and France in financial year 2022/23. The online
marketplace is now available in 6 countries. The expansion highlights the strategic importance of METRO
MARKETS for the multichannel approach as well as for digitalisation. The cloud-based point-of-sale
(POS) system for the hospitality industry from DISH Digital Solutions (formerly Hospitality Digital) is
available on the market in Germany and France, following the Netherlands. With the DISH POS system,
DISH Digital Solutions not only expands its range of DISH solutions, but also establishes a connection to
already-existing DISH solutions, such as DISH Order. METRO offers its HoReCa customers a
comprehensive system consisting of various digital tools with the DISH product family.
sCore key figure system
Strategic value driver
Key figure
Ambition 2030
Wholesale value proposition
Strategic customer sales share (%)
>80%
Wholesale value proposition
Own-brand sales share (%)
>35%
Wholesale value proposition
Stock availability (%)
>98%
Multichannel/network optimisation
FSD sales share (%)
>33%
Multichannel
Digital sales share (%)
40%
To our shareholders
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Combined Management Report
Consolidated financial statements
Notes
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METRO ANNUAL REPORT 2022/23
27

COMBINED
MANAGEMENT REPORT
1
Principles of the group
29
2
Economic report
62
3
Outlook report
73
4
Opportunities and risk
report
76
5
Takeover-related disclosures
89
6
Supplementary disclosures
METRO AG
93
To our shareholders
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Notes
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METRO ANNUAL REPORT 2022/23
28

1
PRINCIPLES OF THE GROUP
1.1 Group business model
METRO is a leading international food wholesaler that does business in 32 countries. The group
is headed by METRO AG, which acts as the central management holding company. It handles
group management tasks and bundles central management and administrative functions for
METRO.
The central element of the corporate strategy is the multichannel approach, which is reflected
in the business model through dovetailing of the bricks-and-mortar wholesale stores, whose
sales share of business still makes up around 80%, with the delivery business and digital
solutions. This business model is consistently aimed at professional customers: HoReCa and
Traders are core customer groups of METRO. The assortments comprise food and non-food
items.
Under the brands METRO and MAKRO, the company operates in the segments Germany, West,
Russia and East. In the area of Food Service Distribution (FSD), METRO maintains a strong
presence with its METRO delivery service and the delivery companies (including Classic Fine
Foods, Pro à Pro France, R Express, Johan i Hallen & Bergfalk [JHB], Aviludo and Pro a Pro
Spain). Out-of-store delivery (OOS) refers to the existing METRO store network and includes
METRO stores that supply from the store as well as wholesale stores that operate their own
depot in the store.
The segment Others mainly includes the DISH Digital Solutions (formerly Hospitality Digital),
METRO MARKETS and METRO PROPERTIES business units. In the digital business sector,
METRO MARKETS plays a special role with its B2B online marketplace for professional
equipment for HoReCa customers. Through this distribution channel, METRO offers non-food
articles from its own product range as well as products from third parties. DISH Digital
Solutions pools the group’s digitalisation efforts for customers from the hospitality industry and
offers innovative digital solutions under the DISH brand. METRO PROPERTIES develops,
To our shareholders
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METRO ANNUAL REPORT 2022/23
29

operates and markets an international real estate portfolio. This segment also includes
companies providing services in logistics, IT, advertising and procurement.
Store network by country and segment
as of 30/9/2023
Store-based
business
Food Service Distribution (FSD)
METRO
MARKETS
DISH POS
as of 30/9/2023
Stores
Out-of-store
(OOS)1
Depots2
Delivery companies
Countries
Countries
Germany
102
(73)
7
R Express3
x
x
France
99
(94)
17
CFF, Pro à Pro
x
x
Italy
49
(49)
2
x
Netherlands
17
(4)
1
x
x7
Austria
18
(18)
1
R Express
Portugal
10
(8)
7
Aviludo
x
Spain
37
(29)
4
Pro a Pro Spain
x
West
230
(202)
37
JHB4
Russia
93
(85)
0
Bulgaria
11
(9)
1
Kazakhstan
6
(6)
6
Croatia
10
(7)
0
Moldova
3
(1)
0
Poland
29
(24)
2
Romania
30
(26)
0
Serbia
9
(9)
0
Slovakia
6
(6)
0
Czech Republic
13
(13)
0
Turkey
34
(27)
1
Ukraine
265
(20)
0
Hungary
13
(11)
0
Pakistan
10
(10)
4
East
200
(169)
32
CFF6
Total
625
(529)
76
6
48
1
OOS refers to the existing METRO store network and includes METRO stores that supply from the store as well as stores that operate their own depot in
the store.
2
The 18 CFF depots (segment East) and 5 JHB depots (segment West) are included in the total number of depots.
3
Additional R Express location: Switzerland.
4
JHB locations: Sweden, Finland.
5
2 stores in Ukraine (Mariupol and Kharkiv) have been excluded from the consideration of locations, as they are temporarily not operating due to the war.
6
Additional CFF locations: China, Indonesia, Japan, Malaysia, United Arab Emirates, United Kingdom, Vietnam, Singapore.
7
The POS system is called Booq in the Netherlands.
8
Additional DISH POS country: Belgium; the system is called Booq.
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30

1.2 Management system
As part of the sCore strategy, METRO is aligned towards long-term, profitable growth. Our
primary objective here is to increase the company value permanently. In connection with sCore,
METRO has also introduced specific key figures which are used to continuously measure and
review the implementation status of the key strategic elements. At the top of the key figure
system are core key figures, which are supplemented or operationalised at subsequent levels
with other specific key figures. In addition to the management system, the remuneration system
for the Management Board is also intended to support implementation of the business strategy
through the value-oriented and long-term management of METRO which takes sustainability
aspects into account. Specifically, METRO uses the key figures described in the following for the
planning, management and control of our business activities as well as for the majority of
Management Board remuneration:
Financial key performance indicators
In light of the focus on long-term, profitable growth, total sales growth and adjusted EBITDA
are the most important key performance indicators for METRO. As such, they are crucial for
internal management and the assessment of our business development and thus also the core
of our outlook. To account for operating performance, total sales growth is adjusted for
currency effects. In addition, we also consider total sales growth as a key figure adjusted for
portfolio changes, that is, adjusted for significant acquisitions and/or divestments in the
financial year. This perspective adjusted for portfolio changes also basically represents the
starting point for the outlook.
With respect to earnings, adjusted EBITDA, that is, excluding earnings contributions from real
estate transactions and transformation costs (+) or transformation gains (−), reflects the
operating efficiency of METRO in a transparent format. Irrespective of it, the development of
real estate assets and the proceeds from divestments remain core components of the group’s
real estate strategy. Transformation costs generally only comprise non-regularly recurring
expenses and gains from strategic portfolio adjustments.
Other important key performance indicators of METRO are the profit or loss for the period and
the earnings per share. These key figures ensure that the tax and net financial result as well as
impairment losses are given consideration in addition to the operational result. Thereby, they
allow for a holistic assessment of METRO’s earnings position from the perspective of the
shareholders.
The strategic customer sales share, the FSD sales share, the digital sales share and the own-
brand sales share are further important sales-related key figures in connection with the
strategy implementation.
The management of METRO’s financial and asset position aims at sustainably assuring liquidity
and arranging cost-effective sources for the financing requirements of our subsidiaries.
We regularly analyse the net working capital for the purpose of managing the operational
business and capital deployment.
Additionally, with regard to the appropriation of funds, we separately consider the investments
that form the foundation for METRO’s future growth and the long-term earnings performance
as well as its digitalisation and decarbonisation. Investments are defined as additions to non-
current assets (excluding financial instruments and deferred tax assets).
We use net debt and free cash flow as key figures to manage liquidity and capital structure.
Free cash flow represents the unrestricted funds generated throughout the financial year, which
are primarily available for redemption of borrowings, distribution of dividends or for M&A
activities.
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METRO ANNUAL REPORT 2022/23
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The Return on Capital Employed (RoCE) key figure is still used to assess the profitability of the
operational business. It measures the Return on Capital Employed (RoCE = EBIT/average capital
employed) in a certain period under review and allows for an assessment of the performance by
comparing it to the cost of capital before taxes. The latter represents a minimum yield on the
employed capital at market rates and is based on capital market models. It is determined
annually at the end of the financial year.
Non-financial key performance indicators
In addition to the financial key figures presented, METRO factors selected non-financial key
figures into its management system: availability of goods, net promoter score (NPS) of
strategic customers and sustainability aspects, specifically the reduction of CO2 emissions and
the reduction of food waste. METRO has set long-term targets in this regard that are presented
separately in the company’s Corporate Responsibility Report 2022/23.
•
The specific definitions of the individual key figures are listed in the glossary of the annual
report. The development of the key figures is presented in the economic report.
1.3 Combined non-financial statement of METRO AG
With this chapter, METRO AG fulfils its duty to produce a non-financial statement (NFS) for the
holding company, pursuant to §§ 289b to 289e of the German Commercial Code (HGB), and a
non-financial group statement, pursuant to §§ 315b to 315c in conjunction with §§ 289c to 289e
of the German Commercial Code (HGB), in the form of a combined non-financial statement. As
a separate chapter, this declaration constitutes a part of the combined management report.
Unless stated otherwise, the concepts described here apply to the entire group as well as the
holding company.
The NFS was produced in consideration of the GRI standards for corporate responsibility
reporting. The contents are not subject to statutory audits of the annual and consolidated
financial statements, but are part of a limited assurance business audit according to ISAE 3000
by KPMG AG Wirtschaftsprüfungsgesellschaft.
•
The limited assurance report can be found at the end of the report after the independent
auditor’s report.
Business model
•
For more information about METRO’s business model, see chapter 1 principles of the
group – 1.1 group business model.
To our shareholders
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METRO ANNUAL REPORT 2022/23
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METRO ESG strategy
The METRO ESG strategy comprises aspects related to environmental, social and corporate
governance topics which have a significant influence on our operations and which we can make
a major impact on through our business activities.
Our ESG strategy sets out 3 sustainability priorities. Climate and carbon; ethics and trust; as
well as diversity, equity and inclusion:
1.
Climate and carbon: we reduce emissions and waste in our business operations and
contribute to reducing CO2 in the food sector, for example by using renewable energy and
implementing measures to reduce food waste.
2.
Ethics and trust: we hold safe and fair working conditions in our own business operations in
high regard and promote supply chains in which business is conducted in an ethically
appropriate and transparent manner with respect to human rights and environmental
impact.
3.
Diversity, equity and inclusion: in line with the inclusive ‘ONE METRO’ culture and based on
the understanding that our employees are essential to our business, the focus is on
promoting the health and well-being of employees.
METRO’s core objective is to drive the transformation towards responsible and sustainable
business practices – within our own business operations, but also in our collaboration with our
suppliers and customers.
We regularly carry out a review of the completeness of the material non-financial matters to be
reported, the so-called materiality analysis. In doing so, we determine whether we cover the
sustainability topics which are relevant to us. In addition, we ensure that we account for
potentially changing business interests and impacts on the environment or society and that we
illustrate these matters in our NFS.
The materiality analysis was revised in financial year 2022/23. Initially, a list of potentially
material topics was compiled that feeds off the future requirements of the European
Sustainability Reporting Standards (ESRS), additional topics from selected comparative
companies and the topics which have been material for METRO to date.
In the next step, the members of the ESG Peer Group – METRO’s central ESG steering
committee – along with selected CEOs from METRO national subsidiaries and service
companies evaluated these topics with regard to their relevance to the understanding of
business performance, business results and the situation of METRO, as well as with respect to
the impact of the business activities on the non-financial aspects of environmental matters,
employee interests, social matters, respect for human rights and combating corruption and
bribery. This result was then validated by the Management Board of METRO AG. In addition, a
derivation was made as to which of the identified issues from the perspective of the group are
also material for the holding company, which is also subject to reporting requirements. The 2
final results of the materiality analysis were then presented to the Commercial Board and the
Supervisory Board. The topics identified as part of the process described and the matters of the
materiality analysis are the subject of this combined non-financial statement and meet the
requirements of § 315c Section 2 of the HGB and § 289c Section 3 of the HGB.
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METRO ANNUAL REPORT 2022/23
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ESG management
Sustainability management takes into account interdependencies between economic,
environmental, social and corporate-governance-related aspects. The Management Board of
METRO AG is involved in the work related to the topics presented here. As part of the
Commercial Board, it is regularly informed about work progress and is involved in decision-
making on a case-by-case basis. Since May 2023, these duties have been carried out by the ESG
Peer Group, which functions as the replacement of the former Sustainability Committee. In
addition, the long-term component of the remuneration system for the Management Board and
senior management (below the Management Board) is coupled with the achievement of the
sustainability targets of reducing CO2 emissions and reducing food waste. The ESG Peer Group
enables the top levels of management to engage in dialogue on topics related to sustainability.
This body defines the strategic framework as well as objectives which apply throughout the
group and submits them to the Commercial Board for informational purposes or for a decision.
The ESG Peer Group is comprised of top representatives of the core functions of Corporate
Responsibility, Corporate Legal Affairs & Compliance, Purchasing, Global Offer Processes &
Master Data Management, Quality Assurance, Human Resources, Treasury, Accounting and
Controlling, Investor Relations and Strategy, Internal Audit, Communication and Energy
Management/Real Estate Sustainability, as well as representatives from METRO companies.
To adequately respond to the specific market and customer requirements, the METRO
companies manage the operational implementation of overarching sustainable development
goals within this framework. They are responsible for working on the relevant sustainability
issues, for defining and implementing specific targets and measures and for monitoring their
success.
METRO analyses non-financial risks along the material non-financial matters. In the reporting
period, METRO focused in particular on risks in the areas of human rights as well as
environmental and social issues in order to implement new regulatory requirements. In addition,
sustainability risks are being gradually integrated in our opportunities and risk management.
Due to the risk analyses carried out, the Management Board is able to identify, evaluate and
control deviations from the sustainability goals and the associated opportunities and risks. An
analysis of potentially reportable risks in connection with the non-financial aspects was carried
out. After applying the net method and considering the risk mitigation measures, it did not
reveal any material risks as defined in § 289c Section 3 Sentence 1 Nos. 3 and 4 of the German
Commercial Code (HGB) with a likely or definitely serious negative impact on the
aforementioned aspects. For more detailed descriptions of this system, we refer to the section
on environmental and social risks in chapter 4 – opportunities and risk report.
Our stakeholders evaluate all sustainability measures implemented, for example through ratings.
These assessments by independent third parties show us progress and potential for
improvement in our actions and are thus an important motivation and management tool for us.
To our shareholders
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METRO ANNUAL REPORT 2022/23
34

Assessment in relevant sustainability indices and rankings
Index/ranking
Rating/points
Scale
Time of publication
CDP Climate Change
B
F to A
December 2022
CDP Water Security
B
F to A
December 2022
CDP Forests
B Palm oil
B− Soy
B− Paper
C Cattle
F to A
December 2022
ISS ESG (Institutional
Shareholder Services)
C+ Prime Status
D− to A+
October 2023
MSCI
AAA
CCC to AAA
July 2023
Sustainalytics
Low risk (19.7)
Ranked 55 of 194 in the food
retailers industry
0 to 40+
April 2023
Disclosures pursuant to the EU Taxonomy Regulation
Sustainable business is an important element in achieving the climate and energy goals of the
European Union (EU). The EU Taxonomy Regulation5 created a common classification system to
identify sustainable economic activities in order for the EU to target investments in companies
that operate sustainably. The EU Taxonomy defines which economic activities are considered
environmentally sustainable.
The EU Taxonomy includes the following 6 environmental objectives:
1.
climate change mitigation,
2.
climate change adaptation,
3.
sustainable use and protection of water and marine resources,
4.
transition to a circular economy,
5.
pollution prevention and control,
6.
protection and restoration of biodiversity and ecosystems.
Companies that publish a non-financial statement must report on the extent to which their
economic activities are environmentally sustainable. The assessment criteria of the 2 objectives
‘climate change mitigation’ and ‘climate change adaptation’ are specified by Annex I and Annex
II of Commission Delegated Regulation (EU) 2021/2139. Economic activities which have been
described in delegated acts are per se taxonomy-eligible. If the economic activities contribute
substantially to the environmental objectives set out in the EU Taxonomy, do no significant
harm to the other environmental objectives, meet requirements for minimum safeguards and
fulfil the technical screening criteria set out in specific delegated acts, they are also taxonomy-
aligned. The Commission Delegated Regulation (EU) 2022/1214 of 9 March 2022 amending
Delegated Regulation [EU] 2021/2139 as regards economic activities in certain energy sectors
and Delegated Regulation [EU] 2021/2178 as regards specific public disclosures for those
economic activities was published in July 2022. Under the adopted amendment, certain atomic
energy and natural gas activities are now, under certain conditions, classified as
environmentally sustainable economic activities in accordance with the EU Taxonomy. The
METRO group itself does not carry out any activities in the fields of nuclear energy and fossil
gas generation.
Regulation (EU) 2020/852 of the European Parliament and of the Council of 18 June 2020 on the establishment of a framework to facilitate
sustainable investment, and amending Regulation (EU) 2019/2088.
5
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METRO ANNUAL REPORT 2022/23
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METRO TAXONOMY REPORTING
In general terms, METRO’s activities within the sustainability priority climate and carbon
contribute to the achievement of the EU climate and energy targets at European as well as
global level. METRO’s climate protection target particularly addresses both climate change
mitigation and climate change adaptation.
•
Further information can be found in the section on environmental matters.
Once again in this financial year, METRO is reporting based on the requirements of Article 8 (1)
and (2) of the EU Taxonomy and Article 10 (1) of the Commission Delegated Regulation (EU)
2021/2178 of 6 July 2021 supplementing Regulation (EU) 2020/852 (‘Delegated Act to Article 8
on the content and presentation of information to be disclosed’). Accordingly, METRO, as a
non-financial company, is required to disclose the share of taxonomy-eligible and taxonomy-
non-eligible as well as taxonomy-aligned and not-taxonomy-aligned economic activities in total
turnover, capital expenditure (CapEx) and operating expenditure (OpEx) for the 2
environmental objectives ‘climate change mitigation’ and ‘climate change adaptation’ in
financial year 2022/23. This is the first financial year in which taxonomy-aligned and not-
taxonomy-aligned values have to be reported. The determination of the values is based on the
figures reported in the consolidated financial statements, which means that the corresponding
accounting and measurement methods are applied here.
TURNOVER
The shares of taxonomy-eligible and taxonomy-aligned net turnover are determined as follows:
net turnover from products or services related to taxonomy-eligible and taxonomy-aligned
economic activities divided by total net turnover. Total net turnover for financial year 2022/23
forms the denominator of the turnover ratio and can be derived from the consolidated income
statement. Allocation of the respective turnover to the taxonomy-eligible and taxonomy-
aligned economic activities was examined through a detailed analysis of the items included in
the turnover. The sums of the identified turnover revenues of the taxonomy-eligible and
taxonomy-aligned economic activities for financial year 2022/23 form the numerator of the 2
key figures.
Based on the activities defined in Annex I and Annex II of the Delegated Act on the Climate
Targets of the EU Taxonomy, the economic activities related to METRO’s core business do not
fall under the specific criteria. Accordingly, the turnover is taxonomy-non-eligible.
Correspondingly, the ratio of the sales from taxonomy-eligible and taxonomy-aligned economic
activities of a financial year to the turnover of that financial year is 0.
CAPITAL EXPENDITURE AND OPERATING EXPENDITURE
The share of capital or operating expenditure on assets or processes associated with economic
activities that are classified as taxonomy-eligible and taxonomy-aligned is determined as
follows:
Capital expenditure KPI = share of total capital expenditure that is taxonomy-eligible or
taxonomy-aligned divided by total capital expenditure according to the EU Taxonomy
Regulation.
Operating expenditure KPI = share of total operating expenditure that is taxonomy-eligible or
taxonomy-aligned divided by total operating expenditure according to the EU Taxonomy
Regulation.
Capital expenditure is based on the additions to tangible and intangible assets during the
relevant financial year before depreciation, amortisation and any remeasurements; this also
includes additions resulting from revaluation and impairments for the relevant financial year and
excludes fair value changes. The denominator must also include additions to tangible and
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METRO ANNUAL REPORT 2022/23
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intangible assets resulting from business combinations (application of IFRS [IAS 16, 38, 40,
IFRS 16]). Allocation of capital expenditure to the taxonomy-eligible and taxonomy-aligned
economic activities was examined through a detailed analysis of the items included in capital
expenditure. The sums of the identified capital expenditure of the taxonomy-eligible and
taxonomy-aligned economic activities for financial year 2022/23 form the 2 numerators of the
respective key figure.
The basis for operating expenses includes direct, non-capitalised costs related to research and
development, building renovation measures, short-term leasing, maintenance and repair. It also
includes any other direct expenses related to the day-to-day servicing of property, plant and
equipment assets by the company or third parties to whom activities are outsourced that are
necessary to ensure the continued and effective functioning of those assets. Allocation of the
respective operating expenditures to the taxonomy-eligible and taxonomy-aligned economic
activities was examined through an analysis of the items included in the operating
expenditures.
The taxonomy distinguishes between 3 different types of taxonomy-aligned capital and
operating expenditures (numerator) respectively. The numerator corresponds to the part of the
capital expenditures or operating expenditures included in the denominator that
•
relates to assets or processes associated with taxonomy-aligned economic activities, or
•
is part of a plan to expand taxonomy-aligned economic activities or enables the
transformation of taxonomy-eligible economic activities into taxonomy-aligned economic
activities within a predefined period, or
•
relates to the purchase of output from taxonomy-aligned economic activities or individual
measures enabling the target activities to become low carbon or to lead to greenhouse gas
reductions provided that these measures are implemented and operational within
18 months.
As explained in relation to turnover, METRO’s core business and all related economic activities
currently fall outside the scope of the EU Taxonomy with regard to the first 2 environmental
targets. Accordingly, it is not possible to invest in assets or processes to expand taxonomy-
aligned economic activities or to enable taxonomy-eligible economic activities within the core
business. Therefore, only capital and operating expenditures which relate to the acquisition of
products and services from taxonomy-eligible and taxonomy-aligned economic activities or to
individual measures that lead to the target activity being carried out in a low-carbon manner or
in a manner which reduces greenhouse gas emissions are considered for taxonomy eligibility or
taxonomy alignment.
Taxonomy-eligible share of METRO’s total operating expenditures: Currently, METRO’s total
operating expenses according to the EU Taxonomy definition amount to €273 million. With
respect to METRO’s total operating expenditure, only a small share of the expenditure can be
attributed to the EU Taxonomy operating expenditure KPI. The main parts of the expenses
included in the operating expenditure denominator, such as building maintenance and other
maintenance expenses, are not related to METRO’s core business activities. Therefore, we do
not consider the operating expenses according to EU Taxonomy to be material to METRO’s
business model. Hence, we make use of the exemption clause in Annex I of the Commission
Delegated Regulation (EU) 2021/2178 of 6 July 2021 supplementing Regulation (EU) 2020/852
by reporting the numerator of the operating expenditure KPI as 0.
SUBSTANTIAL CONTRIBUTION
For the identification of taxonomy-aligned capital expenditures, the economic activities must
make a substantial contribution, as defined in the delegated acts on the environmental
objectives of climate change mitigation and climate change adaptation. The environmental
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objective of climate change mitigation is relevant to the taxonomy-eligible economic activities
of METRO in this regard, as these economic activities are aimed at reducing CO2 emissions.
NO SIGNIFICANT HARM TO OTHER ENVIRONMENTAL OBJECTIVES
For all economic activities that contribute substantially to climate change mitigation, a further
analysis reviews the ‘do no significant harm’ (DNSH) criteria. These criteria stipulate that an
economic activity that fulfils the criterion of making a substantial contribution may not do
significant harm to the other environmental objectives. A range of measures or analyses are to
be carried out for the review, which generally begins with a consideration of the relevant
locations at which the respective economic activity is performed.
A prerequisite for taxonomy alignment is to ensure that no significant harm is done to other
environmental objectives. Because METRO’s economic activities contribute exclusively to the
first environmental objective of climate change mitigation, environmental objectives 2 to 6 are
to be reviewed regarding any significant harm.
Environmental objective 2: climate change adaptation
To achieve this objective, the physical climate risks which are material to the respective activity
and which could impact it in the medium to long term must be identified. Identifying these risks
requires the performance of a climate risk and vulnerability assessment pursuant to Appendix A
of Annex I on climate change mitigation. The criteria and the scope of the analysis are defined
in Annex I. If acute risks are determined, adaptation solutions need to be developed in the next
step to minimise the climate risk.
Environmental objective 3: sustainable use and protection of water and marine resources
To achieve this objective, an environmental impact assessment pursuant to Directive 2011/92/
EU of the European Parliament and of the Council must be performed. This includes the
assessment of effects on bodies of water pursuant to Directive 2000/60/EC. No additional
assessment of the effects on bodies of water is required if the risks identified have been
remediated.
Environmental objective 4: transition to a circular economy
The transition to a circular economy requires a waste management plan, among other things. A
waste management plan exists if contractual agreements with partners in waste management,
reflection in financial projections and official project documents ensure that maximum reuse or
recycling is carried out at the end of useful life in accordance with the waste hierarchy.
Environmental objective 5: pollution prevention and control
The DNSH criterion with respect to the objective of pollution prevention and control requires
that the activity does not lead to the manufacture, placing on the market or use of substances
listed in Appendix C of the Delegated Act on the Climate Targets of the EU Taxonomy.
Environmental objective 6: protection and restoration of biodiversity and ecosystems
Appendix D requires that an environmental impact assessment or a screening pursuant to
Directive 2011/92/EU is performed.
MINIMUM SAFEGUARDS
The final step to achieving alignment within the meaning of the EU Taxonomy consists of
complying with the minimum safeguards. Minimum safeguards include all procedures which
ensure that the economic activities comply with:
•
the OECD Guidelines for Multinational Enterprises (OECD MNE Guidelines);
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METRO ANNUAL REPORT 2022/23
38

•
the UN Guiding Principles on Business and Human Rights (UNGPs), including the principles
and rights set out in the 8 fundamental conventions of the Declaration on Fundamental
Principles and Rights at Work of the International Labour Organization; and
•
the International Bill of Human Rights.
In the absence of further guidelines of the European Commission, we rely on the Final Report
on Minimum Safeguards, which was published by the Platform on Sustainable Finance (PSF) in
October 2022, for our assessment of human rights criteria.
The scope of minimum safeguards comprises the following 4 topics: human rights (including
labour and consumer rights), corruption and bribery, taxation and fair competition.
We pursue a 2-dimensional assessment approach to evaluate compliance with the minimum
safeguards. On the one hand, processes have been implemented to prevent negative impacts
(process dimension). On the other hand, the results are monitored to review whether our
processes are effective (results dimension).
A further investigation as to compliance with the minimum safeguards must only then be
performed if the requirements for taxonomy alignment can already be demonstrated as part of
the review of the technical screening criteria for one of METRO’s taxonomy-eligible economic
activities.
At METRO AG, we are aware that the conduct of all employees and other actors along our value
chain plays a central role in compliance with the minimum safeguards. As a globally active
wholesale company, we take our responsibility seriously. We therefore set great store by
ensuring that the principles of ethical conduct are adhered to within our business activities.
These are set out in the business principles of the group, the code of conduct for business
partners and METRO’s internal guidelines on human rights and environmental matters, as well
as, with regard to our tax strategy, publicly available on the METRO website. Among other
topics, they cover all 4 subjects of the minimum safeguards. The group-wide compliance
management system (CMS) is the superordinate organisational tool for ensuring compliance
with statutory obligations vis-à-vis the minimum safeguards.
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METRO ANNUAL REPORT 2022/23
39

Identification of taxonomy-eligible and taxonomy-aligned economic activities
TAXONOMY ELIGIBILITY
We have identified the following activities as taxonomy-eligible economic activities and thus as
environmentally sustainable:
•
Manufacturing
•
3.6 Manufacture of other low-carbon technologies6
•
Energy
•
4.25 Production of heat/cool using waste heat
•
Water supply, sewerage, waste management and remediation
•
5.5 Collection and transport of non-hazardous waste in source segregated fractions
•
Transport
•
6.5 Transport by motorbikes, passenger cars and light commercial vehicles
•
6.6 Freight transport services by road
•
Construction and real estate activities
•
7.2 Renovation of existing buildings
•
7.3 Installation, maintenance and repair of energy efficiency equipment
•
7.4 Installation, maintenance and repair of charging stations for electric vehicles in buildings
(and parking spaces attached to buildings)
•
7.5 Installation, maintenance and repair of instruments and devices for measuring,
regulation and controlling energy performance of buildings
•
7.6 Installation, maintenance and repair of renewable energy technologies
•
7.7 Acquisition and ownership of buildings
Currently, 54% of METRO’s capital expenditure is associated with taxonomy-eligible economic
activities and 0% of METRO’s capital expenditure is associated with taxonomy-aligned
economic activities.
The analysis of the technical screening criteria shows that, due to the sometimes demanding
requirements, not all activities that are taxonomy-eligible meet the technical screening
standards to allow them to be recognised as taxonomy-aligned. In the following, the activities
are first examined individually with regard to their substantial contribution.
For the capital expenditure KPI, the purchase of output from taxonomy-eligible economic activities was added to this category of economic
activities. We thus follow the interpretation that not only the manufacture of other low-carbon technologies can be counted as taxonomy-
eligible at this point, but also the acquisition of such low-carbon technologies.
6
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METRO ANNUAL REPORT 2022/23
40

TAXONOMY ALIGNMENT
3.6 Manufacture of other low-carbon technologies
As part of the F-Gas Exit Programme, METRO acquires new cooling systems on an ongoing
basis to meet the targets of the climate strategy. Although this activity aims to significantly
reduce greenhouse gas emissions, the savings in GHG emissions over the entire life cycle
cannot be compared with the most powerful alternative technologies or solutions available on
the market. This is because the cooling systems are comprised of several components which are
specific to the location and therefore no direct comparison with other systems is possible.
Additionally, it was not possible to obtain corresponding documentation regarding the savings
in life cycle GHG emissions from the manufacturers of the cooling systems in the financial year.
For these reasons, the analysis already results in an impediment to achieving a substantial
contribution here and the analysis can be concluded. Thus, no further investigation regarding
the avoidance of significant harm to the other environmental objectives for activity 3.6 is
carried out.
6.5 Transport by motorbikes, passenger cars and light commercial vehicles
The passenger cars leased by METRO partially fulfil the requirements of a substantial
contribution to low-emission and emission-free light commercial vehicles. Because METRO
interprets activity 6.5 as ‘acquisition of production’, only the manufacturer or the lessor of the
vehicles can provide evidence of compliance with the avoidance of significant harm to the other
environmental objectives. The primary lessors of METRO were therefore contacted and asked to
provide a response as well as evidence to fulfil the technical screening criteria. Unfortunately,
the lessors did not consider themselves in a position to provide the necessary information or
were not able to make suitable evidence available in the financial year. For this reason, activity
6.5 cannot be classified as taxonomy-aligned.
6.6 Freight transport services by road
The internal analysis of the composition of our logistics fleet did show that, although there had
been isolated investments in electric vehicles for goods transport, the proportion was so low in
financial year 2022/23 that an examination of the technical screening criteria was dispensed
with for reasons of materiality.
7.2 Renovation of existing buildings
For the renovation of existing buildings, neither the requirements of larger renovations in
accordance with the applicable national and regional construction regulations are met, nor do
the renovation measures reduce the primary energy need of the buildings by at least 30%. No
substantial contribution to climate change mitigation can therefore be demonstrated for this
activity.
7.3 Installation, maintenance and repair of energy efficiency equipment
The refurbishment measures to improve the energy efficiency of equipment, be it in the form of
installation, maintenance or repair, were chiefly realised through the replacement of old light
sources with energy-efficient light-emitting diodes (LEDs). The LEDs were reviewed via random
sampling of METRO stores in various countries to ensure a comprehensive examination of
different manufacturers and models. Our examination determined that the LEDs fall into lower
efficiency classes than the classes A and B necessary to fulfil the requirement of substantial
contribution, thus resulting in no substantial contribution to an environmental objective.
7.6 Installation, maintenance and repair of renewable energy technologies
The majority of capital expenditure in the field of renewable energy technologies falls into the
categories of on-site installation, maintenance and repair of photovoltaic systems. The capital
To our shareholders
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Combined Management Report
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METRO ANNUAL REPORT 2022/23
41

expenditure amount in this financial year is classified as immaterial relative to total capital
expenditure.
A further consideration of the technical screening criteria has been dispensed with. A
materiality review will be carried out again in the next financial year.
7.7 Acquisition and ownership of buildings
Activity 7.7 is relevant to both our stores and other properties such as warehouses and office
buildings. As part of our review of the technical screening criteria pursuant to the requirements
of the EU Taxonomy, we focused on 2 significant aspects: the Class A energy performance
certificate (EPC) and the evaluation of energy efficiency.
First, we divided the stores and other buildings into clusters. Then an exclusion procedure – in
consideration of renovations and the years their construction was completed – reviewed the
newest and most modern properties in accordance with the aforementioned criteria. Due to the
years their construction was completed and the other characteristics of the buildings, neither
our stores nor other properties meet the strict energy standards of the EU Taxonomy. As a
result of this, we are unable to report them as taxonomy-aligned in this reporting period and
have dispensed with any further consideration of the DNSH criteria.
No more detailed investigation into the remaining taxonomy-eligible economic activities was
carried out, as the corresponding capital expenditures are immaterial, both individually and as a
whole.
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Combined Management Report
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METRO ANNUAL REPORT 2022/23
42

Shares of taxonomy-eligible and taxonomy-aligned net turnover1
Substantial contribution criteria
DNSH criteria (‘do no significant harm’)
Code(s)
(2)
Abso-
lute
turnover
(3)
Propor-
tion of
turn-
over
(4)
Climate
change
miti-
gation
(5)
Climate
change
adap-
tation
(6)
Water
and
marine
re-
sources
(7)
Circular
eco-
nomy
(8)
Pollu-
tion
(9)
Bio-
diver-
sity
and
eco-
sys-
tems
(10)
Climate
change
miti-
gation
(11)
Climate
change
adap-
tation
(12)
Water
and
marine
re-
sources
(13)
Circular
eco-
nomy
(14)
Pollu-
tion
(15)
Bio-
diver-
sity
and
eco-
sys-
tems
(16)
Mini-
mum
safe-
guards
(17)
Tax-
onomy-
aligned
propor-
tion of
turn-
over,
year
2022/
23 (18)
Tax-
onomy-
aligned
propor-
tion of
turn-
over,
year
2021/
22 (19)
Cate-
gory
‘en-
abling
acti-
vity’
(20)
Cate-
gory
‘transi-
tional
acti-
vity’
(21)
Economic activities (1)
€ million
%
%
%
%
%
%
%
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
%
%
E
T
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1 Environmentally sustainable
activities (taxonomy-aligned)
Turnover of environmentally
sustainable activities (taxonomy-
aligned) (A.1)
0
0
A.2 Taxonomy-eligible but not
environmentally sustainable activities
(not taxonomy-aligned)
Turnover of taxonomy-eligible but
not environmentally sustainable
activities (not taxonomy-aligned)
(A.2)
0
0
Total (A.1 + A.2)
0
0
0
B. TAXONOMY-NON-ELIGIBLE
ACTIVITIES
Turnover of taxonomy-non-eligible
activities (B)
30,551
100
Total (A + B)
30,551
100
1
Rounding differences may occur.
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METRO ANNUAL REPORT 2022/23
43

Shares of taxonomy-eligible and taxonomy-aligned capital expenditure1
Substantial contribution criteria
DNSH criteria (‘do no significant harm’)
Code(s)
(2)
Abso-
lute
CapEx
(3)
Propor-
tion of
CapEx
(4)
Climate
change
miti-
gation
(5)
Climate
change
adap-
tation
(6)
Water
and
marine
re-
sources
(7)
Circular
eco-
nomy
(8)
Pollu-
tion
(9)
Bio-
diver-
sity
and
eco-
sys-
tems
(10)
Climate
change
miti-
gation
(11)
Climate
change
adap-
tation
(12)
Water
and
marine
re-
sources
(13)
Circular
eco-
nomy
(14)
Pollu-
tion
(15)
Bio-
diver-
sity
and
eco-
sys-
tems
(16)
Mini-
mum
safe-
guards
(17)
Tax-
onomy-
aligned
propor-
tion of
CapEx,
year
2022/
23 (18)
Tax-
onomy-
aligned
propor-
tion of
CapEx,
year
2021/
22 (19)
Cate-
gory
‘en-
abling
acti-
vity’
(20)
Cate-
gory
‘transi-
tional
acti-
vity’
(21)
Economic activities (1)
€ million
%
%
%
%
%
%
%
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
%
%
E
T
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1 Environmentally sustainable
activities (taxonomy-aligned)
CapEx of environmentally sustainable
activities (taxonomy-aligned) (A.1)
0
0
A.2 Taxonomy-eligible but not
environmentally sustainable activities
(not taxonomy-aligned)
Manufacture of other low-carbon
technologies
3.6
87
8
Production of heat/cool using waste
heat
4.25
0
0
Collection and transport of non-
hazardous waste in source
segregated fractions
5.5
1
0
Transport by motorbikes, passenger
cars and light commercial vehicles
6.5
52
5
Freight transport services by road
6.6
46
4
Renovation of existing buildings
7.2
9
1
Installation, maintenance and repair
of energy efficiency equipment
7.3
21
2
Installation, maintenance and repair
of charging stations for electric
vehicles in buildings (and parking
spaces attached to buildings)
7.4
2
0
Installation, maintenance and repair
of instruments and devices for
measuring, regulation and controlling
energy performance of buildings
7.5
2
0
Installation, maintenance and repair
of renewable energy technologies
7.6
16
1
Acquisition and ownership of
buildings
7.7
352
32
CapEx of taxonomy-eligible but not
environmentally sustainable activities
(not taxonomy-aligned activities)
(A.2)
589
54
Total (A.1 + A.2)
589
54
0
1
Rounding differences may occur.
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Notes
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METRO ANNUAL REPORT 2022/23
44

Substantial contribution criteria
DNSH criteria (‘do no significant harm’)
Code(s)
(2)
Abso-
lute
CapEx
(3)
Propor-
tion of
CapEx
(4)
Climate
change
miti-
gation
(5)
Climate
change
adap-
tation
(6)
Water
and
marine
re-
sources
(7)
Circular
eco-
nomy
(8)
Pollu-
tion
(9)
Bio-
diver-
sity
and
eco-
sys-
tems
(10)
Climate
change
miti-
gation
(11)
Climate
change
adap-
tation
(12)
Water
and
marine
re-
sources
(13)
Circular
eco-
nomy
(14)
Pollu-
tion
(15)
Bio-
diver-
sity
and
eco-
sys-
tems
(16)
Mini-
mum
safe-
guards
(17)
Tax-
onomy-
aligned
propor-
tion of
CapEx,
year
2022/
23 (18)
Tax-
onomy-
aligned
propor-
tion of
CapEx,
year
2021/
22 (19)
Cate-
gory
‘en-
abling
acti-
vity’
(20)
Cate-
gory
‘transi-
tional
acti-
vity’
(21)
Economic activities (1)
€ million
%
%
%
%
%
%
%
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
%
%
E
T
B. TAXONOMY-NON-ELIGIBLE
ACTIVITIES
CapEx of taxonomy-non-eligible
activities (B)
494
46
Total (A + B)
1,082
100
1
Rounding differences may occur.
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METRO ANNUAL REPORT 2022/23
45

Shares of taxonomy-eligible and taxonomy-aligned operating expenditure1, 2
Substantial contribution criteria
DNSH criteria (‘do no significant harm’)
Code(s)
(2)
Abso-
lute
OpEx
(3)
Propor-
tion of
OpEx
(4)
Climate
change
miti-
gation
(5)
Climate
change
adap-
tation
(6)
Water
and
marine
re-
sources
(7)
Circular
eco-
nomy
(8)
Pollu-
tion
(9)
Bio-
diver-
sity
and
eco-
sys-
tems
(10)
Climate
change
miti-
gation
(11)
Climate
change
adap-
tation
(12)
Water
and
marine
re-
sources
(13)
Circular
eco-
nomy
(14)
Pollu-
tion
(15)
Bio-
diver-
sity
and
eco-
sys-
tems
(16)
Mini-
mum
safe-
guards
(17)
Tax-
onomy-
aligned
propor-
tion of
OpEx,
year
2022/
23 (18)
Tax-
onomy-
aligned
propor-
tion of
OpEx,
year
2021/
22 (19)
Cate-
gory
‘en-
abling
acti-
vity’
(20)
Cate-
gory
‘transi-
tional
acti-
vity’
(21)
Economic activities (1)
€ million
%
%
%
%
%
%
%
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
%
%
E
T
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1 Environmentally sustainable
activities (taxonomy-aligned)
OpEx of environmentally sustainable
activities (taxonomy-aligned) (A.1)
0
0
A.2 Taxonomy-eligible but not
environmentally sustainable activities
(not taxonomy-aligned)
OpEx of taxonomy-eligible but not
environmentally sustainable activities
(not taxonomy-aligned activities)
(A.2)
0
0
Total (A.1 + A.2)
0
0
0
B. TAXONOMY-NON-ELIGIBLE
ACTIVITIES
OpEx of taxonomy-non-eligible
activities (B)
5,374
100
Total (A + B)
5,374
100
1
With regard to the operating expenditures, METRO makes use of the exemption clause in Annex I of the Commission Delegated Regulation (EU) 2021/2178 of 6 July 2021 supplementing Regulation (EU) 2020/852 and does not report a key figure
for operating expenses.
2
Rounding differences may occur.
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METRO ANNUAL REPORT 2022/23
46

Environmental matters7
Our approach is to significantly reduce the climate-relevant emissions caused by our business
operations and resulting from our supply chain as well as to decrease our consumption of
natural resources8. We do this by focusing on behavioural change (Energy Awareness
Programme) and investment aimed at increasing our energy and resource efficiency. We also
operate a global energy management system that identifies potential savings in our stores and
monitors our overall savings targets. In financial year 2022/23, electricity consumption in our
METRO stores per square metre of selling and delivery space9 decreased by 3.5% in comparison
to the previous year. Examples of measures in the overall area of environmental matters in the
reporting period:
•
As part of the Energy Saving Programme, we invested €17.3 million in energy-efficient
lighting and building equipment. This will likely save us approximately €6.1 million in energy
costs annually.
•
We invest in energy-efficient cooling systems with natural refrigerants within the framework
of the F-Gas Exit Programme. This reduces our emissions from loss of refrigerants as well as
energy requirements and costs. In total, we invested €73.7 million to this end in the
reporting period, for example in the Kyiv Teremki wholesale store.
•
In the reporting period, 21 further photovoltaic plants were installed in Turkey, Spain and
Romania with a total additional capacity of 24,374 kWp.
•
Additional charging stations for electric vehicles of METRO customers were set up at
wholesale stores in Turkey, Spain and Ukraine, among other locations. In Moldova, Poland,
Portugal, Slovakia and Hungary, all METRO wholesale stores are now equipped with
charging stations. We now have a total of 1,086 charging locations. In Germany, more than
400 employees already use electric vehicles as company cars, whose emissions are offset
by certificates for hydroelectric power plants. In total, 861 company cars are powered by
electricity or hydrogen, which is about 10% of our total vehicle fleet. We have integrated
electric trucks into our own delivery fleet, for instance in France, Spain and Portugal, for the
FSD delivery business.
•
Water consumption in our markets decreased by 5.9% compared to the previous year. By
2030, specific water consumption in our own business operations is expected to be
reduced by 10% per square metre of net operating area compared to the base year 2020/21.
•
Other key topics in relation to resource-efficient business operations are the prevention of
waste and the recovery and recycling of waste materials.
•
Compared to the previous year, the volume of waste (excluding food waste) decreased by
9.3%.
METRO uses an internal CO2 price of €50 per tonne of CO2, mainly to approve energy-efficient
projects with lower financial savings. METRO is a member of the Task Force on Carbon Pricing
in Europe, which aims to put a price on all relevant carbon emissions and thus achieve market-
and competition-based decarbonisation.
For some key figures with regard to climate and CO2, as well as for the key figures related to electricity consumption, water consumption
and waste volume, extrapolations and estimates are necessary for the consumption data if only partial primary data are available.
Sustainability data management compiles the data from the various reporting systems.
7
Due to the business alignment, the aspects of food waste and resource-efficient business operations are only material in relation to the
operating units of the METRO group, but not for the holding company METRO AG.
8
The square metres of selling and delivery space are annual average figures for all environmental key figures.
9
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METRO ANNUAL REPORT 2022/23
47

Reduction of food waste
Food waste10 is a large-scale squandering of resources and makes a major contribution to our
CO2 emissions. As a wholesaler with a clear focus on food, we bear a great responsibility in this
context.
In line with the Consumer Goods Forum (CGF) resolution on food waste, we are committed to
reducing food waste in our operations (per square metre of sales and delivery area) by 50% by
2025 compared to the baseline year 2017/18. In 2022/23, we achieved a reduction of 23% in
relation to the square metres of selling and delivery space compared to the baseline year. 11
Our aspiration is to measure, monitor and report progress in line with the requirements of the
Food Loss & Waste (FLW) Protocol. We are tackling food waste with a 5-pillar strategy from
farm to table: (1) dedication to the upstream supply chain, (2) food waste reporting, (3) food
waste solutions, (4) partner and customer engagement, and (5) stakeholder engagement.
Key initiatives are helping us achieve our goal:
•
In 19 countries and service units, we work with food bank organisations to pass on unsold
food to those in need.
•
In 2 countries, we are working with Too Good To Go (TGTG) to accomplish this goal. In
financial year 2022/23, the dedicated collaboration has ‘saved’ 82,469 meals, which
corresponds to a reduction of 206 tonnes of CO2. Moreover, we are promoting the TGTG
platform in 2 countries as a solution to help our customers save food in their operations.
•
METRO is a member of the World Resources Institute’s (WRI) ‘10x20x30’ initiative, which
calls on the world’s 10 largest grocery store chains to commit at least 20 of their suppliers
to cutting their food waste in half by 2030. METRO AG has integrated suppliers through its
operating national subsidiary METRO Turkey.
•
We work with various technical solutions to reduce food waste, depending on availability
and demand. In Turkey, we use Fazla (formerly Whole Surplus) to analyse food waste
hotspots and disposal routes.
•
In addition, we were able to improve the quality of the data and the data collection process
– both by means of a simplified user interface and by establishing automated control
mechanisms in our IT system. We also carried out intensive training courses and individual
measures, including revised training documents for the data collectors.
Food waste is food intended for human consumption, including inedible parts of that food, that is removed from the food supply chain for
recovery or disposal. Food supplements and food donations are not reported under the food waste indicator.
10
Due to, among other factors, the availability of data and changes to the consolidation group both in the baseline year and in the reporting
period, the KPI of food waste does not cover the following METRO companies or countries: Belgium, India, Pro à Pro France and Pro a Pro
Spain, Aviludo, Classic Fine Foods, JHB, Austria (AGM) and METRO MARKETS. Additionally, the data from the baseline year 2017/18 have
been adjusted for Germany, Bulgaria, Croatia and Romania. No adequate data have been available there to date; a flat recalculation was
made on the basis of the sales development, among other things, or adjusted based on a retrospective quality review.
11
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METRO ANNUAL REPORT 2022/23
48

Climate protection target 204012
We plan to make our global business operations climate-neutral by 2040, largely through our
own initiatives. With the 39.7% savings we have achieved so far compared to the baseline year
2011, we are on the right track. From October 2022 to September 2023, METRO generated
232.4 kg of CO2-equivalents per square metre of selling and delivery space. This compares to
243.1 kg in the same period last year.
In 2019, METRO expanded the climate target to the supply chain and as the first German
wholesale company set a recognised science-based target for itself. In it, METRO AG
undertakes to reduce its Scope 1 and Scope 2 CO2 emissions by 60% per square metre of selling
and delivery space by 2030 compared to 2011. A reduction of 31.4% has been achieved in this
area since 2011. Furthermore, METRO AG is committed to reducing absolute Scope 3 CO2
emissions13 (supply chain) by 15% by 2030 compared to 2018. Our goals for Scope 1 and Scope
2 are thus in line with the reductions required to keep global warming well below 2°C by 2100
compared to pre-industrial levels. The SBTi targets are currently being revised.
Packaging and plastics
Plastic is one of the most used materials for packaging food and non-food products, and the
improper disposal of plastic waste has a negative impact on the ecosystem and the earth.
METRO is taking responsibility and attempting to limit plastic pollution and to improve the
environmental footprint of its own-brand packaging. To this end, we support the recovery of
resources through recycling and strive to reduce the environmental impact throughout a
product’s life cycle, including by seeking alternatives to traditional plastics.
In doing so, we focus on the METRO/MAKRO countries as well as our central purchasing
companies. This approach contributes to mitigating the risk of future depletion of natural
resources and a loss of biodiversity. To reduce the amount of plastic used and to increase the
use of alternative sustainable materials, we work with various stakeholders on the development
of corresponding solutions.
A team of packaging specialists from METRO AG and a project team from various METRO
national subsidiaries and from central purchasing companies are working:
1.
On the 100% withdrawal from the use of polyvinyl chloride (PVC)/polyvinylidene chloride
(PVDC) in own-brand packaging at all packaging levels (primary, secondary and tertiary)
2.
On the 100% withdrawal from the use of expanded polystyrene (EPS) in own-brand
packaging at all packaging levels (primary, secondary and tertiary)
3.
To ensure that all packaging made of paper, cardboard and wood of our own-brand
products is certified in accordance with the Forest Stewardship Council® (FSC®)/Programme
for the Endorsement of Forest Certification Schemes (PEFC), or that at least 70% of
packaging at the primary and secondary packaging levels is made from recycled materials
4.
To reduce plastic packaging (new and recycled) for our own-brand products by a total of
2,000 tonnes compared to the baseline value from 1 October 2018
We are unable to guarantee plastic-free or recycled, compostable or reusable plastic packaging
for the brands that do not belong to METRO. In future, we will place greater emphasis on
reducing plastic packaging for our own brands, as this approach has the largest direct influence
on the reduction of our ecological footprint with regard to packaging. In the reporting period,
The emissions factors from the previous year were used; no update took place. In addition, the key figure of CO2 equivalents per square
metre of selling and delivery space does not cover the following METRO companies due to, among other factors, the availability of data and
changes to the consolidation group: Belgium, India, Pro a Pro Spain, Aviludo, Classic Fine Foods, JHB, Austria (AGM) and METRO MARKETS.
12
The calculation of Scope 3 CO2 emissions is based on recognised extrapolation methods in order to approximate the emissions generated
within the supply chain.
13
To our shareholders
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Combined Management Report
Consolidated financial statements
Notes
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METRO ANNUAL REPORT 2022/23
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METRO successfully achieved this by means of the METRO Cash & Carry Own Brand Packaging
Policy for its own brands in METRO/MAKRO countries, common sourcing and ITOs. In future, all
packaging and plastics data will be collected regularly in accordance with the same scheme.
The data collected will also be prepared and disclosed for external reporting purposes in the
next reporting period. In addition, we are currently working on new packaging and plastics
targets to update the above-mentioned targets. An exception to this is the target of replacing
conventional disposable plastic products with reusable, recyclable or compostable alternatives
by the end of 2025. We will carry out internal controls regularly to monitor progress, with the
aim of supporting target achievement. Regular reports on the status of target achievement in
the ESG Peer Group ensure the involvement of the Management Board in matters concerning
plastics and packaging.
Employee interests
People & Culture strategy
Our company’s sCore growth strategy, which consistently aligns METRO towards multichannel
wholesale business, is concomitant with a cultural transformation. Within this transformation
process, the motivation of our employees is of essential importance, because they are the ones
who actively support the change and whose dedication is necessary to achieve the company’s
stated objectives. To demonstrate this understanding both internally and externally, the Human
Resources department was renamed People & Culture. The department pursues a consistent
operational agenda that is clearly aligned with the implementation of sCore and is intended to
contribute to company growth. At the same time, our employer value proposition – ‘Shape the
M’ – underscores for the labour market the high value METRO places on the mutual
development and growth of employees and the company.
It is therefore important to us to invest in the skills and abilities of our employees and to
maintain an inclusive, attractive, open-minded, inspiring work environment that is focused on
performance and success. Our holistic HR approach with customised initiatives and
programmes spans the entire employee experience life cycle – from recruitment across various
career and life stages to retirement models. The global standard and country-specific models,
for example, form the foundation for this.
METRO’s personnel strategy makes clear the global priorities for People & Culture. In addition,
thanks to the involvement of the Management Board and/or the management of the respective
national subsidiaries and service companies, it ensures a balance between adaptation to
specific country circumstances and a degree of group-wide standardisation, which is
nevertheless necessary.
Our new company values, the METRO Fundamentals, represent the foundation for this and are a
guide for the conduct and decisions of our employees. The METRO Fundamentals align the
company even more towards wholesale and highlight the importance of the feeling of ‘us’. In
order to integrate our corporate values even more strongly into our daily work, we have created
occasions that allow our METRO culture to be experienced. For example, ONE METRO Day was
celebrated around the world in financial year 2022/23.
Our consistently high level of commitment is proof that our employees feel a connection with
the company and are doing their best every day to jointly achieve the goals of the group. At the
same time, the biannual survey provides us with important insights for continuous improvement
directly from the workforce.
In a nutshell, our sustainable HR strategy focuses on the following key areas:
•
Promoting the ONE METRO culture as well as diversity and inclusion globally as a driver for
sustainable business success
To our shareholders
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Combined Management Report
Consolidated financial statements
Notes
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METRO ANNUAL REPORT 2022/23
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•
Developing the skills and capabilities of all employees in our headquarters, stores and sales
aligned with the requirements of the sCore strategy and supporting its implementation
•
Long-term and comprehensive talent management and investments in our employer brand
in order to fill positions in our company with the most talented employees for the future
•
Increase productivity through targeted use of our resources, continuous improvement and
simplification of our processes and digitalisation
Employee attraction
Our goal is to position METRO as an attractive employer and to attract qualified, talented
people to our company. Through various activities in the field of talent acquisition, we identify
and recruit suitable professionals and managers for METRO to sustainably fill critical roles for
the business in order to strengthen the company’s own workforce.
Our main activities:
•
Development of professionals and managers from our own ranks: we recruit and train junior
employees by offering various internship, trainee and apprenticeship programmes to
develop them into qualified employees.
•
Recruiting experienced professionals and managers: we use direct sourcing activities (using
the internal candidate pool to fill positions), talent pools and candidate relationship
management (shaping relationships with potential candidates) to identify and attract
specialised professionals.
•
Target-group-oriented communication: we position METRO as an attractive employer
through targeted communication at career fairs, on social networks and by means of
strategic collaborations.
•
Strengthening the employer brand: we make our employer brand more visible and tangible
with the elaborated employer value proposition and the associated value platform. 21
METRO national subsidiaries have been provided with materials (brand manual, activation
concept and open files) to use the employer brand concept to effectively increase
perception of us as an attractive employer at a local level. Furthermore, HR employees from
13 countries successfully took part in this year’s Employer Branding Academy.
•
Distinction as a top employer in 2023: being certified as a top employer once again in 8
METRO companies underscores our attractiveness as an employer.
•
Digital recruiting platform: the introduction of a new applicant management system with an
upstream careers website supports the effective recruitment of employees in now 17
METRO national subsidiaries and 11 other subsidiaries. The platform is an important step in
the implementation of our growth strategy.
Talent management and succession planning
Through comprehensive talent and performance management, targeted succession planning
and numerous career development opportunities, we continuously develop our employees. This
way, we offer them attractive career opportunities within our company, thus creating the basis
for sustainable success.
The processes of the performance and potential assessment are guided by the METRO
Fundamentals and the sCore strategy. Managers are tasked with evaluating their employees
with regard to their performance and their potential and – together with the respective
management team and supported by the People & Culture department – with defining
individual measures for the employee during the annual development meetings. Employees
have an opportunity to introduce their own development ambitions into the process.
To our shareholders
Goals and strategy
Combined Management Report
Consolidated financial statements
Notes
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METRO ANNUAL REPORT 2022/23
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Succession planning takes place locally for all levels as well as across countries for the first and
second management levels. Regarding filling positions with professionals and managers, we
make a point of ensuring that they are not only suitable for their current position, but also have
potential to develop beyond it. Therefore, with regard to filling management positions, we also
look at the second and third management level and measure what proportion of employees can
be assessed as having medium or high development potential and thus be given special
consideration for succession planning.
We also pay increased attention to the proportion of women in management positions in our
succession planning. METRO therefore aims to further increase the proportion of women in
managerial positions. The objective is for 25% of employees on the first management level
below the Management Board and 40% of employees on the second management level below
the Management Board of METRO AG to be women by September 2025. At the end of financial
year 2022/23, the share of women employed on the first management level below the
Management Board was 25.8%, and on the second management level below the Management
Board 22.4%. Furthermore, we voluntarily set a target for the share of women in executive
positions in our wholesale business: the share of women in executive positions at levels 1 to 3
(including store management) of global METRO locations is supposed to be 30% by September
2025. At the end of financial year 2022/23, this percentage of women was 26.4%. In addition,
pursuant to the German Stock Corporation Act (AktG), the Management Board of METRO AG
must include at least 1 woman and at least 1 man (so-called participation requirement). METRO
AG met these requirements in the reporting period.
The processes described above are supported by an integrated talent management and
learning system. The learning module with its many opportunities for personal development is
available to around 87,000 employees. The talent and performance module is currently
available to around 46,500 employees. The broader roll-out to the entire organisation is
planned for 2024.
Performance-based remuneration
Our aspiration is to provide our employees with competitive, performance-based and fair
remuneration. Our remuneration system ‘Perform & Reward’ for executives (with the exception
of the members of the Management Board) comprises a monthly fixed salary as well as a
variable annual remuneration component; the payment amount essentially depends on the
economic development of the respective company in which the executive works.
With a clear focus on the economic development of METRO, our managers also receive a multi-
year variable remuneration component that sustainably anchors our sCore strategy in our
remuneration system.
Executive remuneration is complemented by additional benefits, such as an attractive pension
model, promotion of health care and a mobility budget that can be used as part of METRO’s
‘Green Car Policy’ for a car, train rides or pension provision.
•
For more information about the remuneration of the Management Board, see the
remuneration report.
Career development and retention of talent
With regard to talent and organisational development, the in-house training academy House of
Learning and the Global Leadership & Culture team continuously adapt their Learning &
Development portfolios to the needs of the employees as well as the strategic alignment of the
company.
To our shareholders
Goals and strategy
Combined Management Report
Consolidated financial statements
Notes
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METRO ANNUAL REPORT 2022/23
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The department thus supports the development and retention of employees and managers –
both at METRO AG and its national subsidiaries. The Learning & Development portfolios focus
on 2 fundamental core areas:
•
Function-specific and cross-functional learning programmes: this offer is developed for
target groups whose roles are in the focus of or are undergoing change as part of the sCore
strategy (for example training of sales force team leaders to become sales coaches as part
of the commercial transformation). A portfolio of learning solutions for professional skills
development and mandatory compliance training is also offered across all functions. These
offers are available to all employees.
•
International talent and leadership development programmes in the form of programme
modules lasting several months: this offer is reserved for high-potential employees with
vertical growth potential. This potential is calibrated and validated through frequent talent
management and succession planning processes at METRO. Identified talent and leaders are
therefore prepared for the challenges of future management roles in the wholesale
business. This offer also ensures long-term succession planning.
The Learning & Development portfolios are mapped in the global learning management system
MPower, to which employees of METRO AG as well as of the national subsidiaries have access.
Training courses
METRO national subsidiaries1
METRO AG
Individual
learning
(e.g. e-
learning,
videos,
materials)
Instructor-
guided
learning
(face-to-face
and virtual
training)
Total
Individual
learning
(e.g. e-
learning,
videos,
materials)
Instructor-
guided
learning
(face-to-face
and virtual
training)
Total
Participants
925,993
114,557
1,040,550
4,513
603
5,116
Participant hours
426,421
481,401
907,822
3,375
4,116
7,491
1
Excluding METRO India.
Occupational safety and health management
The purpose of our Occupational Safety Management System (OSMS), based on the principles
of ISO 45001, is to create a safe and secure environment for our employees, suppliers and
customers. We have launched the #BeSafeAtWork programme as part of the annual group-wide
campaign to make safety a personal matter for every employee. The programme places a
strong emphasis on behaviour-based occupational safety. We encourage our employees to
watch out for unsafe conditions and remedy them immediately, regardless of whether they are
operating the equipment or working in the vicinity.
Occupational safety reporting
Safety is always a top priority for METRO. Our operational safety strategy aims to raise
awareness among employees that each individual bears responsibility for operational safety.
This is supported by a transparent group-wide reporting system in which we document all
incidents, near misses and non-conformities. Our incident management process is designed to
ensure that each case is reported in a timely manner. The reports are analysed and action is
taken based on the findings.
To our shareholders
Goals and strategy
Combined Management Report
Consolidated financial statements
Notes
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METRO ANNUAL REPORT 2022/23
53

KPIs for occupational safety and health
The Lost Time Injury Frequency Rate (LTIFR), that is, the total number of lost-time injuries per
1 million working hours, for the METRO companies in financial year 2022/2314 was 6.62 (2021/2215:
7.18; 2020/2116: 6.90). Furthermore, incidents are investigated according to a risk-based approach.
Designated employees in the company are responsible for making sure that the causes are
identified and measures are implemented promptly. We learn from our experiences on an
ongoing basis: the focus is placed on significant incidents as part of the development of group-
wide safety campaigns. Safety audits were conducted to measure compliance with the group-
wide safety guidelines (Operational Safety Management System).
Health and well-being
Our aspiration is to promote the physical, mental, social and financial well-being as well as the
health of our employees. At METRO AG, the following measures serve this purpose:
•
Mental Health First Aid is a training course that teaches laypeople how to help other people
who are in a mental crisis or who develop psychological health problems until the individual
receives professional help or the crisis subsides; the training is not about diagnosing or
treating psychological problems
•
The topics of maintaining health, dealing with stress and resilience are components of our
talent programmes
•
E-learning modules on the topics of resilience, avoiding burnout and dealing with finances
•
Yoga/fitness offers in the METRO Activity Center at the campus location
•
Company doctor
•
Psychological counselling
•
Employee support programmes via external partners to help manage crisis situations
The national subsidiaries develop their own measures on the subject of the well-being of their
employees. METRO Pakistan, for example, initiated a mental-health month in November 2022
for employees in their stores and at the head office, with events on healthy nutrition, physical
health and fitness. METRO Turkey analysed its existing measures on well-being and
supplemented them with measures on nutrition, fitness and relaxation, as well as social
activities such as exercise festivals and sporting competitions.
Fair working conditions and social partnership
The METRO AG Declaration of Values on Human Rights and Environmental Concerns is crucial
in shaping our employee–employer relations. The declaration anchors the prohibition of child
labour, the prohibition of forced labour, occupational health and safety, freedom of association,
the prohibition of discrimination in employment and compliance with the respective minimum-
wage requirements in the structure of the company. A binding group guideline provides for the
establishment of the resulting specific rights and obligations. As a responsible company, we
have designed a risk management concept that is intended to effectively ensure that risks to
the protected legal positions are discovered and mitigated.
On a national and international level, METRO maintains constant communication with works
councils and unions and encourages management to engage in constructive and mutually
informative dialogue with our employees and their representatives. This dialogue results in
The key figure excludes the METRO national subsidiaries in Belgium due to changes to the consolidation group.
14
The key figure does not cover the METRO national subsidiary in Belgium due to changes to the consolidation group and therefore deviates from
the presentation of this key figure in the previous year’s report.
15
The key figure does not cover the METRO national subsidiaries in Japan and Belgium due to changes to the consolidation group and therefore
deviates from the presentation of this key figure in the previous year’s report.
16
To our shareholders
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Combined Management Report
Consolidated financial statements
Notes
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METRO ANNUAL REPORT 2022/23
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several collective employment agreements at the level of business units, countries or individual
stores – depending on local laws and customary practices. There is also the METRO Euro Forum
(MEF), our European Works Council.
Also, in a periodic social dialogue with the international trade union organisation UNI Global at
the global level, discussions include the commitment to fair working conditions and social
partnership.
Development of employee numbers
The table below shows the year-on-year development of employee numbers as an average for
the 4 quarters of the financial year and as of the closing date of 30 September, both based on
full-time equivalents:
Development of employee numbers by segment
Full-time equivalents, average
Full-time equivalents,
as of 30/9
2021/22
2022/23
2022
2023
METRO
87,509
84,336
86,910
81,834
Germany
11,320
11,425
11,401
11,350
West
25,245
24,748
24,676
24,616
Russia
10,492
9,414
10,361
9,003
East
34,234
32,376
34,144
30,474
Others
5,522
5,696
5,646
5,699
METRO AG
696
677
682
692
To our shareholders
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Combined Management Report
Consolidated financial statements
Notes
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METRO ANNUAL REPORT 2022/23
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Social matters
Respect for human rights
The principles of METRO include respect of all human rights, as set out in the United Nations’
Universal Declaration of Human Rights, the International Bill of Human Rights, the OECD
Guidelines for Multinational Enterprises, the UN Guiding Principles on Business and Human
Rights and the Declaration on Fundamental Principles and Rights at Work of the International
Labour Organization (ILO). This is manifested in our Declaration of Values on Human Rights and
Environmental Concerns, which applies to our own employees and to our business partners
within our supply chain. An attitude with similar values is also important to us on the part of our
business partners. Our goal is to identify and prevent violations of human rights in our own
business operations and in our supply chain. We also strive to systematically improve working
conditions in our supply chain. In the reporting period, we reviewed our management approach
with regard to respecting human rights and began the implementation of the requirements of
the Act on Corporate Due Diligence Obligations in Supply Chains (LkSG), which entered into
force in Germany in January 2023, for the METRO companies that are directly affected by the
LkSG. This includes, among other things, the social compliance risk management system for
supplier relationships with a differentiated risk analysis.
To align with the requirements of the LkSG, METRO Deutschland revised the content of its Code
of Conduct and made it a part of the contractual relationship with relevant suppliers.
Furthermore, all of our own-brand and framework agreements for brand suppliers and the
international standard logistics contracts contain a clause on the social standards. Service
provider contracts contain corresponding obligations related to labour, company and safety
laws. As a responsible company, we have implemented corresponding processes and measures
that help us to enforce our requirements accordingly.
In case of violations of our basic human rights principles, our employees can contact their
supervisors or the company’s compliance officers. Using a tool that is publicly accessible via the
METRO compliance page, internal and external individuals, including stakeholders of our
suppliers, can report incidents and violations. It is important for us that our suppliers also are
familiar with the METRO complaint mechanism and provide information about it along the rest
of the supply chain. Corresponding measures to ensure that this is also implemented by our
suppliers have not been established. Reported incidents affecting our company will be
promptly investigated and processed by our experts to take appropriate action, if necessary.
We are also committed to working with our suppliers and within the group to remedy the
effects of the grievances, utilising joint initiatives and collaborating with stakeholders, and not
obstructing access to other legal remedies. Therefore, we have developed a catalogue of
preventive measures and remedies aligned with the requirements of the LkSG. Depending on
the application, it will need to be posted and tracked during risk classification of a supplier or,
at the latest, when a confirmed incident is reported.
Global labour and social standards in the supply chain
In order to contribute to ensuring socially acceptable working conditions within our
procurement channels and to prevent potential infringements, the application of social-
standard systems in our own-brand supply chain is a key part of the purchasing process. We
pursue the approach of requiring our producers to be audited by a third party, for example in
accordance with the supply chain management set out by the amfori BSCI, the Sedex audit
according to SMETA or equivalent social-standard systems. These audits may be initiated by us,
or we access audits initiated by other companies that are released to us for our evaluation. This
applies to all producers of certain typically human-rights-critical food categories and industries,
and to all producers in defined risk countries (based on the amfori BSCI assessment) in which
METRO SOURCING International (MSI) and METRO Food Sourcing (MFS) have imported goods
To our shareholders
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Notes
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METRO ANNUAL REPORT 2022/23
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manufactured. It also applies to all above-referenced risky producers who manufacture own
brands or own imports for METRO. This risk assessment did not have to be adjusted in
connection with the Russian war in Ukraine, as it is universally applicable. Under normal
circumstances, we have audits regularly carried out on-site by external auditors in accordance
with the audit cycles of the social standards accepted by METRO. For many years now, we have
been working on the basis of a corresponding process for our non-food producers17. We are
gradually establishing this process analogously for all food and near-food producers in the
own-brand sector. To date, MFS and the national subsidiaries METRO Deutschland and METRO
France have fully implemented the process. The national subsidiary METRO Turkey continuously
expands its producer portfolio in the food and near-food process, and our purchasing company
Rotterdam Trading Office (RTO) has begun introducing the process for its meat suppliers.
Other purchasing companies and national subsidiaries are preparing for implementation. Our
goal is to include our entire own-brand supply chain in this process by 2030, insofar as it is
considered risky in terms of potential human rights violations. The national subsidiaries are
trained and gradually integrated into the programme. During the reporting period, 8 national
subsidiaries refreshed their proficiency of the programme and/or trained new colleagues via
online training sessions. The Covid-19 pandemic and the war in Ukraine had or are having an
effect on our supply chain. Taking the experience gained from these supply chain disruptions
into account, we particularly consider responsible procurement practices as the key to
strengthening business relationships, ensuring business continuity and protecting human rights
in global value chains.
As of 30 September 2023, 454 of 492 reported active risky own-brand non-food producers18
and 118 of 186 corresponding food/near-food producers19 had undergone the audit process20.
Within this group, 100% (454) of non-food producers and 98% (116) of food/near-food
producers have passed the audit successfully. Effective 1 January 2019, non-food producers who
fail the audit can only be commissioned as METRO contracting parties if they achieve an
acceptable audit result. In other words, they have to receive an A, B or C for the amfori BSCI
assessment or successfully pass an audit that is acknowledged as equivalent. Until further
notice, all food/near-food suppliers with amfori BSCI D (and in exceptional cases also E) audit
results (and corresponding equivalents of other standards recognised by METRO) also qualify
to be commissioned by METRO.
The verification of compliance with our requirements is performed via an internal IT-based
process management database, which provides an overview of the portfolio management of
the affected suppliers and the associated producers. The database is also used to monitor
compliance with contractual agreements during the initiation and suspension of business
relationships. Misconduct with regard to the so-called deal-breakers specified by METRO in the
course of ongoing business relations will trigger suspension of the supplier. Deal-breakers
include specific findings in the areas of child labour, forced labour, occupational safety hazards
with regard to fire safety and ethical behaviour. If misconduct is discovered at suppliers and
their producers concerning one of these areas, they are required by METRO to develop short-
term and long-term solutions to remedy the deal-breaker issue. New orders or follow-up orders
are suspended until the findings in the deal-breaker process have been resolved.
This includes producers of commercial goods (non-food own-brand products and own non-food imports) in high-risk countries that carry
out the final value-creating production step, for example produce the final item of clothing.
17
High-risk non-food producers are assessed using the following criteria, among others: inherent risk (producers located in a high-risk country
according to amfori BSCI) as well as fact-based risk (critical incidents).
18
High-risk near-food producers are assessed using the following criteria, among others: inherent risk (producers located in a high-risk
country according to amfori BSCI) as well as fact-based risk (critical incidents). High-risk food producers are assessed using the following
criteria, among others: I. inherent risk: a) producers located in a high-risk country, b) producers that make products from certain high-risk
categories of goods and/or sectors/industries, regardless of the risk status of the production country or c) governance and organisational
structures: staff made up primarily of women or migrant workers or seasonal/temporary workers, or workers without fixed or regular
contracts or II. fact-based risk (critical incidents).
19
Due to the availability of data and changes to the consolidation group, among other factors, the auditing process of the key figure does not
include the following METRO subsidiaries and countries: Belgium, India, Japan, Portugal, Russia and Ukraine.
20
To our shareholders
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Combined Management Report
Consolidated financial statements
Notes
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METRO ANNUAL REPORT 2022/23
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In order to contribute to the improvement of the social requirements in the production facilities
of our own brands and thus to further increase the proportion of valid social audits, MSI, MFS
and METRO Turkey work together with our local producers and support them with training
courses that serve to teach understanding and compliance with the social standards. By
training our own-brand suppliers on the implementation of fair labour conditions, we sensitise
them to comply with conditions and to avoid violations.
Corporate ethics and transparency
The Management Board of METRO AG sets high standards for itself and its employees with
regard to integrity and ethical behaviour, as well as compliance with regulations and laws, in
order to achieve a trusting relationship with customers, shareholders, business partners and the
public by means of responsible corporate conduct. The strategic cornerstone of responsible
corporate action is the compliance management system, which is overseen by the Management
Board of METRO AG as an indispensable element of good corporate governance. It provides a
structure for permanent avoidance, detection and sanctioning of violations in the main risk
areas and is part of the governance, risk and compliance system (GRC system) alongside the
risk management system, the internal control system and Internal Audit. The group’s
Governance, Risk and Compliance Committee (GRCC) is chaired by the Chief Financial Officer
of METRO AG and regularly discusses methods and further developments of the GRC
subsystems. The GRC Committee also reports to and strategically involves the Management
Board of METRO AG at least every 6 months.
Compliance – including the fight against corruption and bribery as well as
antitrust violations
METRO employs a group-wide compliance management system (CMS) to ensure compliance
with laws and a self-imposed code of conduct, including key risks such as combating corruption
and bribery as well as antitrust violations. The aim of the CMS is to systematically and
permanently prevent, detect and sanction violations within the company and to take measures
to achieve future compliance.
The METRO Business Principles are at the heart of our compliance initiatives and are firmly
anchored throughout the group particularly by ongoing training measures. The CMS is based on
the METRO Business Principles. Business Principle no. 2, for example, explicitly prohibits
corruption and bribery in dealing with business partners and authorities. Business Principle no.
5 clarifies that the rules of fair competition must be respected. When setting up the CMS,
METRO was guided by the basic elements of such a system described in the IDW AuS 980
auditing standard (Principles for the Proper Performance of Reasonable Assurance
Engagements Relating to Compliance Management Systems). It operationalises the 7 CMS
elements on a risk basis applying a wealth of organisational, structural, procedural and
individual measures for all major group companies.
The Management Board of METRO AG and the management of the METRO group companies
demonstrate proper conduct. In addition to informal role model behaviour, frequent ‘tone from
the top’ messages are standard in the organisations. New members of management committees
and other executives undergo compliance onboarding at the beginning of their job. Indications
of compliance incidents are investigated in a clearly defined and objective process. It involves
all essential functions including compliance, legal, auditing and HR.
The defined goal of the CMS is additionally implemented in the organisation via human
resources management tools. As part of the regular performance reviews, compliance aspects
are included in the evaluation.
To our shareholders
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METRO ANNUAL REPORT 2022/23
58

Generally, the CMS compliance risks control is risk-based. As part of regular risk audits in the
respective units based on a standardised audit process, the compliance risks are continuously
checked for completeness and relevance. In addition, each relevant group unit is classified in 1
of 3 risk classes. External and internal indicators are used for this purpose, such as
Transparency International’s indices, number of employees and compliance maturity in past
periods.
A compliance programme with different intensities is defined for each risk class. It is based on
the guidelines developed for each significant compliance risk and adopted by the Management
Board. When it comes to combating corruption and bribery, these are guidelines for dealing
with business partners, public officials and external consultants, including guidelines for a
business partner assessment. With regard to avoiding antitrust violations, this is an antitrust
guideline, which includes guidelines for conduct in the context of association activities and
other encounters with competitors.
The CMS is implemented by the compliance organisation. A compliance officer has been
appointed to each relevant METRO group company for this purpose, who reports directly to the
METRO AG Corporate Compliance department as part of Corporate Legal Affairs & Compliance.
Corporate Compliance keeps the concept and content of the CMS on a risk-appropriate level
and provides the concepts and tools for implementation in the METRO companies of each CMS
element. The disciplinary and technical leadership of the compliance officers takes place via
institutionalised reporting dates and target agreements. The compliance officers regularly
report directly to the management in their units. Moreover, identified key compliance risks are
addressed in the context of the other GRC subsystems and tracked in the systems there.
An IT-based whistle-blower system and separate report-processing offices in each relevant
group company provide employees and external third parties with an opportunity to provide
information (under the protection of anonymity, if preferred) on suspected or actual
misconduct and risks in the business segment of METRO and its direct and indirect suppliers.
All reported regulatory infringements, irrespective of whether the measures for ensuring
compliance with these rules fall within the area of responsibility of the compliance organisation,
are investigated and (where appropriate and necessary) sanctioned systematically by the CMS,
which relies on the compliance incident handling system operated by the compliance
organisation.
Compliance topics and measures are systematically communicated to the workforce through a
variety of channels in the company in a targeted manner. A core tool is compulsory compliance
training, which is either carried out in person or through e-training. In financial year 2022/23,
compliance training was executed in all group companies. The selection of employee groups to
be trained is risk-based. Practical content is taught in the training courses. A variety of other
communication formats are used in addition to training, such as compliance talks, posters,
flyers, intranet, department visits, function and leadership conferences as well as personnel
development events.
The METRO companies collaborate with a large number of external business partners. Before
entering into contractual relationships, a risk-based examination is performed to determine
whether there are reasons from a compliance perspective not to engage that party. Certain
groups of business partners, such as consultants with contact to public officials as part of the
order fulfilment, require an in-depth audit that is appropriate for the risk. A digital tool for
compliance auditing is available to all group companies for this purpose. The audit approach is
risk-based and the audit can be carried out in various degrees of intensity, for example in the
form of self-disclosure or by using external databases with relevant risk information.
Proper implementation of the defined risk-based measures for the implementation of the CMS
is ensured through frequent KPI reporting. Based on KPI reporting, a compliance maturity level
is determined annually, which in turn is incorporated into risk classification and definition of
measures. The efficacy of our internal compliance controls is regularly assessed by our Internal
To our shareholders
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METRO ANNUAL REPORT 2022/23
59

Audit unit. As part of METRO’s GRC approach, the Group Audit department evaluates the
effectiveness of the group-wide CMS every year. This assessment is presented to the
Management Board and the Supervisory Board as part of the regular reporting on compliance
issues.
Overall, METRO has implemented far-reaching processes and measures that are meant to
ensure an appropriate level of compliance maturity.
Protection of personal data21
The protection of personal data of customers, employees and business partners is a high
priority for METRO. This is particularly true considering the fact that corporate processes are
increasingly being digitalised, requiring data collection, processing and storage.
METRO always undertakes to comply with the respective data protection laws of the countries
in which METRO is active. In addition, METRO has a group-wide data protection organisation
with various responsibilities as well as a binding privacy policy that contains uniform standards
for the handling of personal data and is binding for all group companies. In addition, national
laws apply. For companies operating in Europe, this includes, in particular, provisions for
dealing with the General Data Protection Regulation (GDPR). This is intended to ensure the
continuous and comprehensive monitoring of compliance with data protection regulations
within the group. In the financial year, follow-up measures were initiated in response to the
cyberattack of October 2022 as required under data protection regulations, such as informing
the affected parties. Additionally, the internal review process for compliance with data
protection regulations by the group companies was developed further.
METRO fell victim to a cyberattack in October 2022, which led to a partial breakdown of the IT systems. Detailed explanations of the
circumstances are included in the combined management report (including chapter 1 principles of the group).
21
To our shareholders
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Combined Management Report
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Notes
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METRO ANNUAL REPORT 2022/23
60

Customers
In the interest of our customers, we – as a wholesaler – are responsible for compliance with
recognised product safety and quality standards. In this regard, the main focus is on our own
brands, which comprise food, non-food and near-food items, because this is where we have the
greatest influence. This is also reflected in our sCore strategy, which aims to increase the
proportion of our own brands to more than 35% by 2030.
Product quality and safety
The foundation for ensuring perfect product safety and quality is our METRO Quality Policy
along with our global METRO Quality Approach, which was introduced in all METRO companies.
A management system has been established to monitor the above-mentioned processes and to
ensure the effectiveness of implementation of the global METRO quality standards. All METRO
units must be audited on the basis of a risk assessment with an acceptable result of at least 75%
or, alternatively, undergo an intensive development plan monitored by the Quality Assurance
department.
Top management is involved in the processes. For example, the Management Board is informed
once per year by means of a quality assurance report, which contains all KPIs and
measurements relevant for product quality and safety.
We take various measures to ensure a uniform level of product quality and safety. To ensure
that our own-brand products meet the needs and requirements of our customers, we
continuously enhance, for instance, our range of own-brand products together with
professional chefs.
Furthermore, we collaborate with selected suppliers to offer safe, compliant and high-quality
own-brand products. All METRO own-brand suppliers must be certified in accordance with one
of the internationally recognised standards, for example GFSI or ISO, or pass the METRO Food
Safety and Quality Audit based on our METRO Assessment Solution (MAS) checklist. In
addition, all relevant quality and legal requirements are set out in detailed product
specifications.
The quality assurance process for our own-brand products, including the development and
approval of specifications, is handled by means of a tailored METRO IT tool (MQuality). The IT
tool helps us optimise our processes and appropriately monitor the implementation of the
quality system. To this end, the employees of the Quality Assurance department also receive
regular training via special communication channels on current issues related to product quality
and safety.
For the avoidance of product safety and quality risks, we work with renowned laboratories and
certification authorities to review and evaluate our own-brand products as well as to ensure
improvements on an ongoing basis.
To our shareholders
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Combined Management Report
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METRO ANNUAL REPORT 2022/23
61

2
ECONOMIC REPORT
2.1 Macroeconomic and sector-specific parameters22
In financial year 2022/23, the global economy was shaped by geopolitical tensions, which were
largely characterised by Russia’s war in Ukraine. The global economy developed significantly
less dynamically compared to the previous year (cf. table ‘Development of gross domestic
product by region’). Germany fell into a recession over the course of the year, and the German
economy declined slightly overall. Economic development in many countries of the region West
was similarly weak to that of Germany. Compared to the previous year, however, gross
domestic product grew slightly in real terms. Economic performance was varied in the region
East. The growth rate for the region East fell short of the previous year. The Russian economy,
on the other hand, underwent slightly more positive development.
Private consumption was significantly weaker than the previous year in the regions Germany,
West and East. Performance remained below the real gross domestic product. Private
consumption was therefore nearly absent as a growth driver for Germany and the region West.
High inflation continued to contribute to this development.
Inflation exceeded its high mark in the first half of the financial year. However, the price rises for
food persisted and there was a delayed weakening reaction. Food inflation remains at a very
high level, above the level of inflation as a whole, in many countries.
One factor that contributed to the decline in inflation was the significant slowdown in energy
price rises, which is attributable to economic policy measures in many countries. The other
factor was that the central banks took fiscal policy measures to dampen inflation. For example,
the European Central Bank (ECB) carried out 8 interest rate hikes over the course of the
reporting period. The positive impact of countering price increases is offset by the downside of
restrictive monetary policy, which generally does not stimulate growth.
From its historically low levels, consumer confidence initially underwent a steady recovery in
the members states of the European Union. The figure declined once again in the last 2 months
of the financial year, however. Consumer confidence was well below the long-term average
throughout the entire financial year.
Regardless of the difficult economic parameters, sales in the hospitality industry once again
delivered a positive performance. In Germany and many other countries in Western and Eastern
Europe, the hospitality industry saw double-digit growth rates for the year as a whole. However,
this growth dynamic weakened during the year, at times significantly. Nominal revenue
consistently returned to at least the level of the last year before the pandemic. Adjusted for
price rises, the hospitality industry has not yet reached pre-pandemic levels everywhere.
According to data from the Federal Statistical Office, in Germany real hospitality sales have
only reached around 90% of that figure, for example.
The following table shows the development of GDP by METRO region.
The underlying data was collected as of the closing date on 9 October 2023. The reliability of statistics for Russia is limited because, on the
one hand, the effects of the war and the associated sanctions are difficult to assess, even in the past financial year, and, on the other hand,
data from the Russian authorities is only released selectively.
22
To our shareholders
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METRO ANNUAL REPORT 2022/23
62

Development of gross domestic product by region
Change in % compared to the previous year
2021/221
2022/232
World
3.8
2.4
Germany
2.1
−0.1
West
5.0
1.3
Russia
0.2
0.8
East
4.7
2.2
Real GDP growth based on USD and adjusted for purchasing power – except for ‘World’. The values are based on the financial year. Source:
Oxford Economics.
1
The previous year’s figures may slightly deviate from Annual Report 2021/22, since retrospective corrections are being made by the data
provider.
2
Outlook.
2.2 Asset, financial and earnings position
Overall statement by the Management Board of METRO AG on the
business development and situation of METRO
The Management Board looks back on an overall successful financial year within the framework
of expectations. In a challenging environment, the implementation of the sCore growth strategy
continued and the company defended its market shares. The consistent focus on the
implementation of the sCore strategy paid off and we made significant progress in the
strengthening of delivery, in the online business and in the optimisation of the wholesale
approach of our stores.
Financial year 2022/23 was characterised by a challenging environment due to the continued
inflation, rising costs and the cyberattack in Q1 2022/23. With the acquisition of JHB in
Scandinavia, METRO has undertaken a reinforcement of its portfolio towards delivery business.
In connection with the sCore implementation, the company adjusted the portfolio to the
exclusion of India, because the country is not prospectively aligned with the sCore strategy.
Sales reached the upper half of the outlook range. Adjusted EBITDA declined as expected, and
decreased within the lower half of the outlook range. The reported earnings per share (EPS) are
€1.21 (2021/22: €−0.92).
The increase was strongly impacted by the sale of parts of the METRO Campus and the sale of
the Indian business. In addition, there were positive non-cash currency effects in the net
financial result.
METRO has a successful business model, and the company intends to share this success with its
shareholders in the form of an attractive dividend. The regular payout ratio is 45% to 55% of
EPS. Accordingly, the Management Board and the Supervisory Board are proposing to the
Annual General Meeting a dividend in the amount of €0.55 per ordinary and preference share23
for financial year 2022/23.
Preference share plus the deferred payment of the preliminary dividend of €0.17 per preference share for the financial years 2020/21 and
2021/22.
23
To our shareholders
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Combined Management Report
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Notes
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METRO ANNUAL REPORT 2022/23
63

Financial and asset position
Financial management
Principles and objectives of financial activities
METRO AG centrally performs the management of the group’s financing activities. It ensures
solvency of the group at all times, reduces financial risks where economically feasible and
grants loans to group companies. The objective is to cover the financing requirements of the
group companies cost-effectively and in sufficient amounts via the international banking and
capital markets as well as utilising internal group cash pool structures. The financial activities
are based on a financial budget for the group, which covers all relevant companies. The
selection of financial products is generally based on the maturities of the underlying
transactions.
•
For more information about the risks stemming from financial instruments and hedging
relationships, see the notes to the consolidated financial statements in no. 39 –
management of financial risks.
Rating
METRO AG has an investment grade rating (long term: BBB−/short term: A-3) from Standard &
Poor’s that was confirmed on 17 March 2023 with a stable outlook. The rating ensures access to
the international financial and capital markets, which is particularly utilised within the scope of
the Euro Commercial Paper Programme and the ongoing capital market bond programme as
needed. Frequent dialogue with credit investors and analysts takes place.
Financing measures
The company’s medium-term and long-term financing needs are covered by a bond issuance
programme. As of 30 September 2023, the utilised bond issuance programme amounted to a
total of €701 million.
Short-term financing requirements are primarily covered through the Euro Commercial Paper
Programme as well as bilateral credit lines. As of 30 September 2023, utilisation of the
Commercial Paper Programme was €225 million (30/9/2022: €0 million) and that of the
bilateral credit lines €112 million.
As a cash reserve, METRO AG concluded a syndicated credit facility of €1,000 million and
additional bilateral credit facilities of €150 million. There was no drawdown during the reporting
period.
•
For more information about financing programmes and credit facilities, see the notes to
the consolidated financial statements in no. 32 – financial liabilities (excluding liabilities
from leases).
Investments/divestments
In financial year 2022/23, METRO invested €1,147 million and is thus €212 million above the
previous year’s investment volume of €935 million.
The increase in investments resulted largely from lease extensions for numerous locations in the
portfolio, in particular in France and Italy. In addition, the acquisition of FSD company Johan i
Hallen & Bergfalk (JHB), a leading Swedish speciality provider of meat, fish and seafood, is
reflected in the segment West.
To our shareholders
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METRO ANNUAL REPORT 2022/23
64

As a significant pillar of the sCore strategy, investments were also made in the delivery business
and the transformation of wholesale stores to so-called multichannel fulfilment centres in
financial year 2022/23. The conversions will expand delivery capacities in a targeted manner
and ensure the efficient dovetailing of the sales channels.
We also maintained our focus on sustainability in financial year 2022/23 and increased
investments compared with the previous year. In addition, we continued to invest heavily in
digitalisation.
In financial year 2022/23, the number of wholesale stores declined by 36 to a total of 625
locations. The decline is attributable to the market exit in India (31 locations), 2 temporarily
non-operational wholesale stores in Ukraine, sale of 2 former AGM locations due to antitrust
requirements and the conversion of 1 AGM wholesale store to a depot.
Proceeds from divestments amount to €317 million and mainly relate to real estate disposals.
•
For more information about divestments, see the cash flow statement in the consolidated
financial statements as well as the notes to the consolidated financial statements under
no. 37 – notes to the cash flow statement.
METRO investments
Change
€ million
2021/22
2022/23
absolute
%
Germany
107
91
−16
−15.3
West
343
562
219
63.9
Russia
41
60
19
47.5
East
169
237
69
40.7
Others
275
197
−78
−28.4
METRO
935
1,147
212
22.7
Liquidity (cash flow statement)
Cash inflow from operating activities amounted to €721 million in financial year 2022/23 (2021/
22: cash inflow of €931 million). The change is mainly attributable to the decline in adjusted
EBITDA.
Investing activities led to cash outflow of €46 million (2021/22: cash outflow of €320 million).
Higher payment outflows for investments are offset by higher inflows from disposals of
subsidiaries and other divestments, which are mainly related to real estate disposals.
Cash flow from financing activities exhibited a cash outflow of €820 million (2021/22: cash
outflow of €1,308 million). This includes a reduction of borrowings in the amount of €179 million
and lease payments in the amount of €591 million.
Total cash flows amount to €−145 million (2021/22: €−696 million).
•
For more information, see the cash flow statement in the consolidated financial
statements as well as no. 37 – notes to the cash flow statement.
The free cash flow is derived from the cash flow statement according to the following overview.
METRO has introduced this key figure to show the funds generated in a period, which are
primarily available for the repayment of debt, payment of dividends and for company
transactions.
To our shareholders
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Combined Management Report
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METRO ANNUAL REPORT 2022/23
65

Free cash flow
€ million
2021/22
2022/23
Cash flow from operating activities
931
721
Investments without (investments in) monetary assets
−414
−550
Divestments
272
317
Lease payments
−572
−591
Interest paid and received
−34
−26
Other financing activities
7
−17
Free cash flow
190
−147
Capital structure
As of 30 September 2023, the METRO balance sheet reports equity in the amount of
€2.0 billion (30/9/2022: €2.4 billion).
Equity decreased mainly due to the development of currency translation differences in the
amount of €−768 million, to which the development of the Russian rouble’s value contributed
significantly. The profit or loss for the period had an opposite positive effect of €439 million on
equity.
The equity ratio stands at 17.4% (30/9/2022: 18.4%).
•
For more information about our equity, see the notes to the consolidated financial
statements in no. 27 – equity.
Net debt developed as follows:
€ million
30/9/2022
30/9/2023
Cash and cash equivalents
825
591
Current financial investments1
19
21
Financial liabilities (including liabilities from leases)
4,124
3,663
Net debt
3,281
3,051
1
Shown in the balance sheet under other financial assets (current).
•
For more information about the maturity, currency and interest rate structure of financial
liabilities as well as the credit facilities, see the notes to the consolidated financial
statements in no. 32 – financial liabilities (excluding liabilities from leases) as well as no.
37 – notes to the cash flow statement.
Financial liabilities decreased since some of were paid back and on account of the sale of
METRO India. Trade liabilities decreased by €0.2 billion, primarily for currency-related reasons.
Compared to 30 September 2022, the debt ratio increased from 81.6% by 1.0 percentage points
to 82.6%.
€ million
Note no.
30/9/2022
30/9/2023
Non-current liabilities
3,813
3,526
Provisions for post-employment benefits plans and similar obligations
28
360
351
Other provisions
29
163
166
Financial liabilities
30, 32, 34
3,065
2,838
Other financial and other non-financial liabilities
30, 33
71
80
Deferred tax liabilities
21
153
90
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METRO ANNUAL REPORT 2022/23
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€ million
Note no.
30/9/2022
30/9/2023
Current liabilities
6,677
6,100
Trade liabilities
30, 31
3,855
3,667
Provisions
29
316
305
Financial liabilities
30, 32, 34
1,059
825
Other financial and other non-financial liabilities
30, 33
1,180
1,098
Income tax liabilities
30
267
205
•
For more information about the development of liabilities, see the notes to the
consolidated financial statements in the numbers listed in the table. Information about
contingent liabilities and other financial liabilities can be found in the notes to the
consolidated financial statements in no. 40 – contingent liabilities and no. 41 – other
financial commitments.
Asset position
In financial year 2022/23, METRO’s total assets declined by €1.2 billion to €11.6 billion (30/9/
2022: €12.9 billion).
The increase in goodwill and other intangible assets primarily results from the acquisition of
Johan i Hallen & Bergfalk.
In particular the exchange rate development of the Russian rouble and the disposal of METRO
India contributed to the decline of €0.6 billion in property, plant and equipment. Inventories
were also substantially impacted by the exchange rate development of the rouble. Cash and
cash equivalents decreased by €0.2 billion in a closing date comparison as part of the
repayment of bonds.
€ million
Note no.
30/9/2022
30/9/2023
Non-current assets
7,722
6,929
Goodwill
17
647
712
Other intangible assets
17
572
623
Property, plant and equipment
18
5,735
5,091
Investment properties
19
172
106
Financial assets
84
71
Investments accounted for using the equity method
108
97
Other financial and other non-financial assets
20
117
78
Deferred tax assets
21
287
151
€ million
Note no.
30/9/2022
30/9/2023
Current assets
5,132
4,718
Inventories
22
2,455
2,242
Trade receivables
23
601
674
Financial assets
3
1
Other financial and other non-financial assets
20
928
938
Income tax assets
102
92
Cash and cash equivalents
25
825
591
Assets held for sale
26
219
180
•
For more information about the development of non-current and current assets, see the
notes to the consolidated financial statements in the numbers listed in the table.
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METRO ANNUAL REPORT 2022/23
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Earnings position
Overview of group business development
In financial year 2022/23, sales in local currency grew by 5.6% in spite of the sales lost during
the cyberattack in Q1 2022/23 (low 3-digit million-euro amount). The segments East, West and
Germany contributed to the growth in particular. Sales in Russia declined due to the war, as the
previous year was supported by increased stock-up purchases in connection with the Russian
invasion of Ukraine, among other factors. In addition, the financial year is being compared with
a very strong previous year, which was attributable to a combination of rising inflation and
strong momentum in the HoReCa sector. Furthermore, as a consequence of the business being
sold, sales from the Indian business are only included until April 2023. Reported sales increased
by 2.7% to €30.6 billion. There were negative exchange rate effects in particular in Turkey,
Russia, Ukraine and Pakistan. All sales channels contributed to the growth: sales in store-based
business rose to €23.3 billion (+0.2%), delivery sales to €7.1 billion (+11.2%) and METRO
MARKETS sales to €0.1 billion (+60.1%).
The adjusted EBITDA declined to €1,174 million in financial year 2022/23 (2021/22:
€1,389 million). The sales growth from sCore generally led to EBITDA growth. In financial year
2022/23, however, this was countered by measurable cost inflation, the expiration of post-
transaction effects (Real and China) and the declining development in Russia. The impacts from
the cyberattack (mid to high 2-digit million-euro amount) in Q1 2022/23 were not fully offset by
insurance compensation in the mid 2-digit million-euro amount. Adapted for exchange rates,
adjusted EBITDA declined by €172 million compared to the previous year’s period. There were
negative exchange rate effects primarily in Turkey and in Russia.
Transformation gains of €153 million (2021/22: transformation costs of €123 million) were
generated in financial year 2022/23, in particular from the sale of the business in India.
Earnings contributions from real estate transactions amounted to €208 million (2021/22:
€137 million) and were primarily the result of the sale of parts of the METRO Campus. The
EBITDA reached a total of €1,534 million (2021/22: €1,403 million).
€ million
2021/22
2022/23
Change
Sales
29,754
30,551
2.7%
Adjusted EBITDA
1,389
1,174
−15.5%
Transformation costs (+)/transformation gains (−)
123
−153
–
Earnings contributions (+) from real estate transactions
137
208
51.7%
EBITDA
1,403
1,534
9.3%
In financial year 2022/23, METRO made good progress with the implementation of the strategy
in the countries. This is also reflected in the strategic KPIs that METRO uses to measure the
implementation of the sCore strategy:
Multichannel sales development (in € million)
2021/22
2022/23
Store-based and other business
23,299
23,342
FSD
6,386
7,099
METRO MARKETS sales
69
110
sCore KPIs (%)
2021/22
2022/23
Strategic customer sales share
71
74
Own-brand sales share
19
22
Stock availability
95
96
FSD sales share
21
23
Digital sales share
9
11
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METRO ANNUAL REPORT 2022/23
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Comparison of outlook with actual business developments
For financial year 2022/23, METRO had forecast sales growth compared to the previous year of
around 5% to 10% (2021/22: 21.4%24) and an adjusted EBITDA decline of €75 million to
€225 million. The outlook was based on the assumption of stable exchange rates and no further
adjustments to the portfolio. Segment expectations were adjusted slightly in Q3 2022/23 due
to changes in inflation and a slight change in the trend in Germany. The overall outlook was left
unchanged. A gradual decrease of inflation (originally: measurable decrease) compared to the
previous year was assumed. We expected growth to be driven by strategic customers and all
channels. All strategic KPIs underwent positive development. For the segment West, sales
growth within the outlook range was expected, and growth slightly below the outlook range
(originally: within the outlook range) for the segment Germany. Growth noticeably above the
outlook range (originally: within the outlook range) was assumed for the segment East, partially
supported by higher rates of inflation. Sales in Russia were expected to decrease compared to
the previous year. Sales in the segment Others were expected to grow significantly above the
outlook range as METRO MARKETS and DISH Digital Solutions (formerly Hospitality Digital)
products continue to be rolled out. With total sales growth in local currency of 8.8%24, METRO
achieved this target in the upper half of the outlook range (5% to 10%). At segment level, the
slightly adjusted outlook was also achieved.
The adjusted EBITDA decreased by €170 million24 in financial year 2022/23 in the outlook view
and thus reached the lower half of the outlook range (decline of €75 million to €225 million). As
forecast, the sales growth from sCore generally led to EBITDA growth. In financial year 2022/
23, however, this was countered by measurable cost inflation and impacts from the cyberattack,
hence leading to the expected decline on group level. In the segment West, adjusted EBITDA
grew moderately as forecast. In the segment East, adjusted EBITDA was at the level of the
previous year as forecast. As forecast, adjusted EBITDA noticeably declined (originally: forecast
expected roughly at previous year’s level) in the segment Germany, while also declining
strongly in Russia as forecast. In the segment Others, adjusted EBITDA also declined strongly as
forecast due to the expiration of post-transaction effects (mainly China and Real) and further
investments in digitalisation.
METRO achieved the sales and EBITDA targets for financial year 2022/23 within the outlook
range.
Sales and earnings development of the segments
In Germany, sales in local currency increased by 3.5% in financial year 2022/23. The
implementation of the sCore strategy made good progress, and this is reflected in the sales
development with HoReCa customers. We defended the market shares we gained. Reported
sales increased to €4.9 billion.
Sales in the segment West increased by 4.4% in financial year 2022/23. The countries France,
Spain and Italy contributed to this increase in particular. In addition, delivery specialists Pro à
Pro France, Pro a Pro Spain and Aviludo achieved double-digit growth rates. Sales from the
Belgian business have no longer been included since the sale in May 2022. Since May 2023,
sales from the delivery specialist JHB have contributed to sales. The HoReCa business in France,
Spain and Italy performed well and we defended market shares we had gained. Reported sales
increased to €12.6 billion.
In Russia, sales in local currency in financial year 2022/23 declined significantly by 7.9%.
Russia’s war in the Ukraine and the related reluctance to buy had a negative impact.
Furthermore, business was significantly affected by the cyberattack. In addition, the previous
Exchange-rate-adjusted, without Japan and Myanmar, with Aviludo and Pro a Pro Spain. Belgium up to and including May 2022.
24
To our shareholders
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Combined Management Report
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Notes
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METRO ANNUAL REPORT 2022/23
69

year was supported by stock-up purchases in connection with Russia’s war in Ukraine. Due to
negative exchange rate effects, reported sales declined by 13.6% to €2.5 billion.
In the segment East, sales in local currency increased noticeably by 11.2%. Almost all countries
contributed to this positive development, driven primarily by the clearly positive development
of the HoReCa business. The largest increase in sales was recorded in Turkey, which was heavily
supported by inflation. Sales underwent positive development in Ukraine, rising by 10.2% in
spite of the war. Due to the sale of the Indian business, sales are only included until April 2023.
Reported sales in the segment East increased by 4.1% to €10.4 billion. This was attributable to
negative exchange rate effects, in particular in Turkey, as well as in Ukraine and Pakistan.
In the segment Others, sales increased by €91 million to €213 million and include in particular
METRO MARKETS sales of €110 million (2021/22: €69 million). This increase was driven by the
growth of the marketplace in Germany, Spain and Italy as well as the expansion to Portugal, the
Netherlands and France. Sales of POS provider Eijsink (initial consolidation in March 2022) and
the Günther group (initial consolidation in August 2022) also contributed to the increase.
As of 30 September 2023, the store network comprised 625 stores, of which 529 were out-of-
store (OOS)25 locations, and 76 depots.
•
Detailed information on the store network can be found in chapter 1.1 group business
model.
METRO key sales figures 2022/23
In year-on-year comparison
Sales (in € million)
Change in % compared with the previous year’s
period
2021/22
2022/23
in group
currency (€)
Currency
effects in
percentage
points
in local
currency
METRO
29,754
30,551
2.7%
−2.9%
5.6%
Germany
4,732
4,897
3.5%
0.0%
3.5%
West
12,042
12,573
4.4%
0.0%
4.4%
Russia
2,904
2,510
−13.6%
−5.7%
−7.9%
East
9,955
10,359
4.1%
−7.1%
11.2%
Others
122
213
–
–
–
In Germany, the adjusted EBITDA in financial year 2022/23 decreased to €135 million (2021/22:
€167 million). This was due to already-expected cost inflation, continued investments in price
positioning in a declining inflation environment and selective assortment and stock
rationalization adjustments.
In the segment West, the adjusted EBITDA in financial year 2022/23 increased to €614 million
(2021/22: €576 million). The increase is particularly attributable to the strong sales
development compared to the same period of the previous year. The already-expected cost
inflation had the opposite effect. Transformation gains of €1 million (2021/22: transformation
costs of €125 million) were incurred as part of the sale of the Belgian business. EBITDA
increased to €620 million (2021/22: €453 million).
The adjusted EBITDA in Russia amounted to €152 million in financial year 2022/23 (2021/22:
€231 million). Adjusted for currency effects, EBITDA decreased by €65 million. The decrease is
primarily attributable to the difficult macroeconomic environment and an associated decline in
sales and margins.
OOS refers to the existing METRO store network and includes METRO stores that supply from the store as well as stores that operate their
own depot in the store.
25
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METRO ANNUAL REPORT 2022/23
70

In the segment East, the adjusted EBITDA in financial year 2022/23 decreased to €394 million
(2021/22: €417 million). Adjusted for currency effects, EBITDA increased by €7 million.
Transformation gains of €150 million (2021/22: €0 million) were incurred, in particular from the
sale of the business in India. There were no earnings contributions from real estate transactions.
In the prior year, the earnings contributions in the amount of €132 million resulted primarily
from the sale of the remaining real estate portfolio in Japan after the market exit. EBITDA
decreased to €544 million (2021/22: €548 million).
The adjusted EBITDA in the segment Others amounted to €−131 million in financial year 2022/
23 (2021/22: €−1 million). While the adjusted EBITDA in the previous year still fully benefited
from licensing income from the partnership with Wumei, this income only accrued through April
2023 for the current financial year. In addition, the decrease in sales and earnings is due to the
expiration of post-transaction effects (Real and China). Earnings contributions from real estate
transactions amounted to €203 million (2021/22: €3 million) and were primarily the result of
the sale of parts of the METRO Campus. Transformation gains of €2 million (2021/22:
€2 million) were incurred. EBITDA reached €74 million (2021/22: €5 million).
Adjusted EBITDA
Transformation
costs (+)/transformation
gains (−)
Earnings contributions
(+) from real estate
transactions
EBITDA
€ million
2021/22
2022/23
Change
2021/22
2022/23
2021/22
2022/23
2021/22
2022/23
Total
1,389
1,174
−215
123
−153
137
208
1,403
1,534
Germany
167
135
−32
0
0
0
0
167
135
West
576
614
38
125
−1
1
5
453
620
Russia
231
152
−79
0
0
1
0
232
152
East
417
394
−23
0
−150
132
0
548
544
Others
−1
−131
−130
−2
−2
3
203
5
74
Consolidation
−2
10
11
0
0
0
0
−2
10
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METRO ANNUAL REPORT 2022/23
71

Depreciation, financial result and taxes
€ million
Note no.
2021/22
2022/23
EBITDA
1,403
1,534
Depreciation
14
977
939
Reversals of impairment losses
2
3
Earnings before interest and taxes (EBIT)
429
598
Other investment result
8
15
−38
Interest income/expenses (interest result)
9
−157
−160
Other financial result
10
−421
209
Net financial result
−563
11
Earnings before taxes (EBT)
−134
609
Income taxes
12
−196
−170
Profit or loss for the period
−331
439
Depreciation
Of the impairments of €100 million included in depreciation, €88 million are attributable to
property, plant and equipment and are mainly related to the reduced sales and earnings
expectations as a result of the sanctions imposed on Russia on account of the persisting war in
Ukraine.
Net financial result
The main reason for the positive development of the other financial result is the exchange rate
development of the Russian rouble. As a result, clearly positive – in the previous year clearly
negative – primarily non-cash income arose from intra-group items.
Taxes
The low tax expenses in financial year 2022/23 compared to the increased pre-tax result are
attributable to currency effects of the Russian rouble, as well as to the sale of parts of the
METRO Campus and the business in India, which were only subject to a low tax burden.
Profit or loss for the period and earnings per share
The profit or loss for the period in financial year 2022/23 was €439 million, €770 million higher
than the profit or loss for the period of the previous year (2021/22: €−331 million).
After deduction of the profit shares attributable to non-controlling interests, the profit or loss
for the period attributable to the shareholders of METRO AG is €439 million (2021/22:
€−334 million).
On this basis, METRO achieved earnings per share of €1.21 in financial year 2022/23 (2021/22:
€−0.92). The calculation for the reporting period was based on a weighted number of
363,097,253 shares. Profit or loss for the period attributable to shareholders of METRO AG was
distributed according to this number of shares. There was no dilution from so-called potential
shares in financial year 2022/23 or in the previous year.
To our shareholders
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METRO ANNUAL REPORT 2022/23
72

3
OUTLOOK REPORT
The outlook prepared by METRO considers relevant facts and events that were known at the
time of preparing the consolidated financial statements and that may impact the future
development of our business. The outlook on economic parameters is based on an analysis of
primary data used for early detection which are derived from expert assessments. Strong
deviations from these assumptions can lead to significant changes. Accordingly, all forecasts
are subject to a high degree of uncertainties. The statements made for this report relate to the
closing date at the end of October 2023. They may have become obsolete due to recent
developments since then.
Macroeconomic parameters
The global economy has once again lost growth momentum over the course of financial year
2022/23. The trajectory and costs of potential crises associated with the current geopolitical
tensions are not yet fully foreseeable. This means that all forecasts on the development of
economic conditions are subject to an extraordinarily high degree of uncertainty. We expect the
global economy to undergo weak growth in financial year 2023/24, similar to the previous year.
The German economy is still on the threshold of recession at the beginning of financial year
2023/24. There is no significant economic recovery on the horizon in spite of slightly negative
growth in financial year 2022/23. We assume that the German economy will record no growth
in financial year 2023/24, with slightly positive development expected over the course of the
year. Overall, weak growth is expected for the region West over financial year 2023/24.
According to current forecasts, no country in the region is expected to have stronger growth
than in the previous year. Slightly positive development is also forecasted for the region East.
The growth though will be significantly lower than in financial year 2022/23. Because the
countries in the region East are directly impacted by Russia’s war in Ukraine to varying degrees,
development on a country level will continue to be very different. For Russia, current forecasts
expect stronger economic growth with a moderate dynamic overall. In light of existing
sanctions against Russia, goods in demand are being produced by the country itself on the one
hand, and, on the other, a portion of the growth is attributable to wartime production. The
forecasts are based on the assumption that there will neither be an expansion of the war in
Ukraine nor an energy crisis accompanied by a rationing of gas or energy for industry and
consumers.
Inflation remains a significantly influential factor. We assume that it will weaken markedly over
the course of financial year 2023/24. Inflation rates are expected to fluctuate between low and
medium ranges. High rates of inflation in the double-digit range are still expected in Turkey and
in Pakistan. Overall, we anticipate a significant decline in price rises for food, similar to energy
prices in the previous financial year. In certain countries, there will likely be temporary deflation
in the prices for food. Declining prices should have a positive effect on disposable income and
therefore on the consumers’ propensity to buy. The restrictive monetary policy should be
loosened, provided that price development remains stably within the target corridor of the
central banks, for example below 2% for the European Central Bank (ECB). Dropping interest
rates and, as a result, lower costs for credit will have a positive and stimulating effect on the
economy and private consumption.
Private consumption will develop differently in the different regions reported on in financial
year 2023/24. Based on the weak figures from the previous year, we anticipate a revitalisation
of private consumption in Germany and the region West over the course of the year.
Altogether, growth will remain at a low level. In the region East, private consumption could
develop negatively when adjusted for price. It is worth highlighting Turkey once again in this
regard; due to the persisting high inflation, current forecasts predict a more pronounced
To our shareholders
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METRO ANNUAL REPORT 2022/23
73

decline in private consumption. By contrast, growth in private consumption of approximately
the level of the previous year is expected for Russia.
The table below shows our GDP outlook by our regions.
Outlook development of gross domestic product by region1
Change in % compared to the previous year
2023/24
2024/25
World
1.9
2.6
Germany
0.1
1.7
West
0.6
1.4
Russia
2.4
1.3
East
1.5
2.6
Real GDP growth. The values are based on the financial year. Source: own assumptions, based on Oxford Economics, among others.
1
Outlook as of October 2023.
To our shareholders
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METRO ANNUAL REPORT 2022/23
74

Outlook of METRO
The outlook is based on the assumption of stable exchange rates and no further adjustments to
the portfolio. The geopolitical situation is expected to remain unchanged. The expectations for
the further macroeconomic development are explained in the chapter on macroeconomic
parameters. The relevant opportunities and risks that could influence the outlook are explained
in the opportunities and risk report. In the financial year 2022/23 some adjustments to the
portfolio have been made: Due to the completed disposal of the Indian business in 2022/23,
these figures are excluded for financial years 2022/23 and 2023/24 for the outlook. Johan i
Hallen & Bergfalk as a strategic acquisition is included in the financial years.
Sales
The Management Board expects a total sales growth of 3% to 7% (2022/23: 9%, absolute sales
€30.1 billion)26 for financial year 2023/24. Growth will be driven by all segments except Russia
and all channels. Sales in the segment Russia is expected to be around previous year's level. The
segment Germany is expected to grow below the guidance range. The segment West is
expected to grow within the guidance range while the segments East and Others are expected
to grow above the guidance range.
Earnings
The Management Board also expects a change in adjusted EBITDA of between €−100 million
and €50 million (2022/23: €1,163 million26) compared to the financial year 2022/23. The sales
growth from sCore generally leads to EBITDA growth. In financial year 2023/24, however, this is
countered by noticeable cost inflation, expiration of post transaction effects (Segment Others),
rising costs for cybersecurity and a further decline in the development in Russia. In the segment
Others, adjusted EBITDA will strongly decline while in the segments Russia and Germany,
adjusted EBITDA will decline moderatley. In the segments West and East, adjusted EBITDA will
grow moderately.
Exchange rate-adjusted, excl. India, incl. JHB.
26
To our shareholders
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METRO ANNUAL REPORT 2022/23
75

4 OPPORTUNITIES AND RISK REPORT
Risk management system and internal control system
A prerequisite for the long-term success of our company is to identify opportunities and risks at
an early stage and to exploit or manage them.
The Management Board of METRO AG bears overall responsibility for an effective risk
management system (RMS) and an effective internal control system (ICS).
The RMS and the ICS of METRO are implemented by the Group Governance department based
on the recommendations of the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) and the requirements of the audit standards 981, 340 and 982 of the
Institut der Wirtschaftsprüfer in Deutschland e. V. (IDW, Institute of Public Auditors in
Germany). The management systems consist of the elements described in the following:
Risk management system and internal control system
Objectives of the RMS and ICS
The overarching objectives of the RMS and ICS are to protect assets and support sustainable
growth for METRO. The RMS supports these objectives through systematic reporting on
opportunities and risks. It facilitates informed decisions and creates transparency. The ICS
supports the aforementioned objectives by creating reliable operational and financial processes
in order to ensure the accuracy, completeness and timeliness of financial reporting in particular
and compliance with laws and guidelines.
Organisation of the RMS and ICS
Group-wide RMS and ICS tasks and responsibilities are clearly defined and reflect our corporate
structure. We combine centralised business management by the management holding company
METRO AG with the decentralised responsibility of the METRO national subsidiaries and the
service companies that support the operational business. The group’s Governance, Risk and
Compliance Committee (GRC Committee) coordinates the risk management system, the
internal control system, the compliance management system (CMS) as well as Internal Audit.
This organisational structure is based on the governance elements identified in § 107 Section 3
of the German Stock Corporation Act (AktG) as well as the German Corporate Governance
Code. The GRC Committee is chaired by the Chief Financial Officer of METRO AG and regularly
discusses methods and further developments of the aforementioned management systems. The
structural and procedural organisation of the RMS and the ICS are clearly defined in the
relevant guidelines and implemented throughout the group.
•
Details on the description of the main features of the CMS can be found in chapter 2
principles of the group – 1.3 combined non-financial statement of METRO AG.
Risk management process
We only assume business risks if they are considered to be manageable and if the associated
opportunities promise an appropriate increase in our value. We bear and manage the risks
associated with the core processes ourselves. These core processes include the development
and implementation of business models or the procurement of merchandise and services. Risks
associated with supporting processes are mitigated within the group to the extent possible, or
transferred to third parties where reasonable. We generally do not assume risks that are related
To our shareholders
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METRO ANNUAL REPORT 2022/23
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neither to core nor to supporting processes. Risks assessed as probable are included in our
corporate planning.
Risks are identified and assessed in the annual risk inventory for METRO AG and its subsidiaries.
This is based on a group-wide standardised risk catalogue. In addition, business model-specific
risks are supplemented locally.
We classify all risks according to standard criteria using quantitative and qualitative scales. One
part of the assessment focuses on the loss potential, which includes negative effects on our
business objectives. The key indicator in this regard is EBITDA. The other part of the
assessment focuses on the probability of occurrence.
All risks are assessed with their potential impact at the time of the risk analysis and before
potential mitigating measures (presentation of gross risks) as well as after deduction of the
previously implemented measures (presentation of net risks). The central IT tool myGRC is used
to identify and assess risks and to document key response measures. We generally assess risks
over a prospective 1-year period; strategic risks cover at least the medium-term planning
horizon of 3 years.
After the risks are identified and assessed by the companies, they are allocated by topic to the
various functions within METRO and validated by the respective corporate process owners,
usually the divisional managers; if necessary, they are then adjusted and supplemented. Longer-
term risks, for example related to climate change or political risks, are also taken into account
by the relevant functional experts. These so-called functional risks are aggregated into
consolidated risks using a scenario analysis based on statistical simulation techniques. In a
further step, statistical simulation techniques are used to determine the risk aggregate on the
basis of all the consolidated risks and compare the risk aggregate with the equity of METRO AG
to then derive the risk-bearing capacity. Before the proposal is submitted to the Management
Board of METRO AG for authorisation, the consolidated risks as well as the risk aggregate are
first validated and approved by the GRC Committee.
Systematically identifying and communicating opportunities is an integral part of METRO’s
corporate management.
For this purpose, we conduct macroeconomic analyses, study relevant trends and evaluate
market, competition and location analyses. We also analyse the critical success factors of our
business models and the relevant cost drivers of our company. The Management Board of
METRO AG specifies the derived market and business opportunities as well as efficiency
enhancement potential in the context of strategic as well as short-term and medium-term
planning. It does so by engaging in a regular dialogue with the management of the group
companies and units at the central holding company. The consolidated opportunities and risks
are presented jointly to the GRC Committee and the Management Board.
Internal control system for financial and operational processes
METRO’s ICS defines group-wide minimum requirements for the design of the internal control
system for financial and operational processes for METRO AG and its subsidiaries. Among
others, these requirements cover the control design, control execution, the monitoring of the
effectiveness of controls and reporting on effectiveness analyses. The METRO control
framework, the local control design of the companies, the control execution and documentation
as well as the effectiveness analyses of the subsidiaries are also documented in the central IT
tool myGRC.
To our shareholders
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METRO ANNUAL REPORT 2022/23
77

IFRS accounting guideline, financial reporting processes and IT security
In the following, we describe the significant characteristics of our internal control and risk
management systems pursuant to § 289 Section 4 and § 315 Section 4 of the HGB with regard
to financial reporting processes. The IFRS accounting guideline, which is applicable throughout
the group and regularly updated, ensures uniform accounting procedures for the entire METRO
group. The management of each major group company must submit a declaration for each
quarterly and annual financial statement that confirms compliance with the guideline.
The separate financial statements of the group entities are primarily prepared using SAP-based
accounting systems (SAP FI). Access authorisations in the IT systems and clearly assigned
competencies and roles, with the involvement of the METRO Global Solution Center, ensure the
appropriate functional separation for the recognition of ongoing transactions and the
preparation of financial statements. A majority of group companies prepare their separate
financial statements on the basis of standardised processes. Management of the respective
company bears responsibility for shaping the financial processes and the specific design and
performance of internal controls in consideration of the minimum requirements that apply
throughout the group.
METRO consolidates accounting-related data for the purpose of group reporting via the
centralised consolidation system (CCH Tagetik). All consolidated group companies are
integrated in this system. These companies use a uniform accounts table in accordance with the
IFRS accounting guideline. Once the data have been transmitted from the separate financial
statements to the consolidation system, they are subjected to an automated plausibility review
in relation to typical contexts and dependencies. Furthermore, processes and controls are used
in the preparation of the consolidated financial statements that ensure the completeness and
verify the punctual, complete and correct submission of data. They also avoid undesirable data
changes and ensure the error-free execution of consolidation steps. To warrant data security in
general, access to the accounting-related systems is regulated and the Internal Audit unit takes
a risk-oriented approach to monitoring compliance with the general IT security guideline.
Reporting on RMS and ICS
All insights gained in the context of RMS, ICS and CMS reporting are included in the GRC
reporting. It provides an overall view of the opportunity and risk situation of the group and an
assessment of the effectiveness of the aforementioned management systems. The GRC report
includes:
•
the assessment of the management of METRO AG regarding the effectiveness of the
management systems,
•
the opportunity and risk profile of the group, and
•
the recommendations on risk steering measures and the optimisation of the governance
approach.
The Management Board regularly informs the Supervisory Board and the Audit Committee
about issues relating to opportunities and risks. Twice a year, the Supervisory Board is provided
with a written report on the organisation and focus of the RMS and ICS as well as the current
opportunity and risk situation.
In the event of sudden, serious risks to the net assets, financial position or earnings position, an
ad hoc reporting system is used to ensure that the Management Board of METRO AG receives
all necessary information directly and without delay.
To our shareholders
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METRO ANNUAL REPORT 2022/23
78

Monitoring and improvement of the RMS and ICS
The Supervisory Board of METRO AG is responsible for monitoring the governance
management systems in accordance with § 107 Section 3 of the German Stock Corporation Act
(AktG). GRC reporting in particular enables the Supervisory Board to fulfil its duties. In
accordance with the requirements of the German Corporate Sector Supervision and
Transparency Act (KonTraG) as well as the provisions of § 317 Section 4 of the German
Commercial Code (HGB), the external auditor periodically assesses the company’s early-
warning system. The results of this audit are presented to the Management Board and the
Supervisory Board.
Key elements of internal monitoring include effectiveness checks performed by Internal Audit
based on risk-oriented annual audit planning as well as self-assessments of the management
systems by the Management Board based on GRC reporting. Taking into account the audits of
the RMS and ICS performed during the financial year, no matters have come to the attention of
the Management Board of METRO AG that cause it to believe that the RMS or ICS were not
adequate and effective in all material aspects during the period from 1 October 2022 to 30
September 2023.27
The Group Governance department has implemented monitoring controls for RMS and ICS,
which are performed by Group Governance and documented in the central IT tool myGRC.
Description of the opportunity and risk situation
Each consolidated risk analysis is based on a 4x4 matrix with regard to loss potential and
probability of occurrence. Based on the loss potential and the probability of occurrence, a risk
classification (low, medium, high) is derived for each consolidated risk:
Risk matrix
This statement by the Management Board is an (unaudited) disclosure required by GCGC 2022 and is not subject to the audit, as it is not
part of the management report.
27
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Notes
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METRO ANNUAL REPORT 2022/23
79

The stable portfolio of consolidated risks contains a total of 16 risks for financial year 2022/23.
All risks are listed in the following overview:
Subject group
No.
Consolidated risks 2022/
23
Loss potential
Probability of
occurrence
Risk
classification
Environment
#1
Strategic risks
Moderate
Low
Low
#2
Macroeconomic and
political risks
Significant
Possible
High
#3
Interruption of business
activities
Major
Possible
Medium
#4
Security and safety risks
Minor
Possible
Low
Corporate responsibility
#5
Environmental and social
risks
Major
Possible
Medium
Wholesale business
#6
Store operations and
FSD risks
Major
Low
Medium
Real estate
#7
Real estate risks
Major
Possible
Medium
Suppliers and products
#8
Procurement risks
Major
Low
Medium
#9
Quality risks
Minor
Unlikely
Low
Supply chain
#10
Supply chain risks
Minor
Low
Low
Financials
#11
Financial risks
Major
Low
Medium
Transactions
#12
Transaction risks
Minor
Low
Low
IT
#13
Data risks
Minor
Possible
Low
Human resources
#14
Human resources risks
Minor
Low
Low
Tax, legal and compliance
#15
Tax risks
Minor
Possible
Low
#16
Legal and compliance
risks
Minor
Low
Low
The changes in risks compared to Annual Report 2021/22 are presented in the net
consideration.
As can be seen in the table, 1 of the 16 consolidated risks as of the reporting date was classified
as high, 6 risks as medium and 9 risks as low. In the following, we go into detail about the
opportunities and risks. We focus on those risks that are classified as high and medium, as well
as on the changes during the reporting period.
Environment
Opportunities from a global and diversified business model
METRO’s diversified country portfolio, which excludes excessive individual dependencies on
specific countries, offers a competitive edge in the current economic situation compared to
other, locally positioned market participants. The global positioning also allows METRO to react
flexibly to changes in global supply chains, for example through the use of regional trading
offices.
Likewise, the diversified multichannel business model is optimally positioned in the competitive
context to meet customer demand. The increased cost-consciousness of customers is
contrasted by the own-brand and price strategy for the store-based business.
Strategic risks (#1)
Strategic risks include risks related to the group’s business model, competitiveness and
digitalisation. Missing significant trends in new sales formats and channels, as well as in our
assortment and own-brand strategy, can represent additional risks.
To our shareholders
Goals and strategy
Combined Management Report
Consolidated financial statements
Notes
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Opportunities from the development of business and political conditions
An improvement in the economic and political environment worldwide or in countries where
METRO is present, as well as improvements in free trade, could have a positive impact on sales,
costs and earnings. METRO operates in a large number of countries where we could potentially
benefit from these developments. Opportunities could arise from a sustained positive
geopolitical and macroeconomic development.
Macroeconomic and political risks (#2)
As a company with global operations, METRO depends on the political and economic situations
in the countries in which the group operates. Changes in political leadership or economic
imbalances can jeopardise METRO’s business. The war in Ukraine continues to affect the safety
of employees and customers as well as the integrity of the business and supply chains. METRO’s
ongoing presence in Russia results in political and reputational risks. With regard to the
business in Russia, risks arise from sanctions, counter-sanctions and government intervention in
business operations to the point of potential expropriation as a result of the development of the
war.
Current political measures to mitigate inflation and energy costs can have an impact on the
operations of METRO through price caps for basic food items or margin caps.
Regulations of national VAT systems are also under discussion with the aim of stabilising
budgets. A possible consequence would be an increase of tax rates, including for the hospitality
industry with tangible price increases and a potential decline in demand, which would directly
impact METRO.
The proposal currently under discussion for a regulation of the European Parliament and the
Council on combatting payment delays in commercial transactions would, in its current version,
negatively affect our liquidity by capping payment terms at 30 days, thereby leading to
increased interest expenses and a shift from supplier debt to financial debt. We are engaging in
dialogue with political decision makers at the national and EU levels, in particular through
associations, to raise awareness of the described impact of regulation.
Continuous monitoring of the economic and political developments and a review of our
strategic objectives allow us to respond to these challenges in a timely and appropriate fashion.
•
For more information about our assessment of the development of the economic
environment, see chapter 3 outlook.
Interruption of business activities (#3)
Our business may be affected or interrupted by natural disasters or failure of our IT systems.
Potential cyberattacks receive particular attention in this regard. Depending on the severity of
the attack, important business processes such as purchasing, sales and communication
between different METRO entities could be impaired. IT systems for online retailing must be
continuously available, as these systems are a prerequisite for unlimited access outside normal
store opening times.
Due to the severity of the cyberattack in autumn 2022 and the insights from the recovery
measures, this risk has increased from ‘moderate’ (>€50–100 million) to ‘major’
(>€100–300 million) in terms of the loss potential. Following the cyberattack, further measures
were implemented to safeguard against cyberattacks in general, which is why the probability of
occurrence has been reduced from ‘probable’ (>50%) to ‘possible’ (>25–50%). For all IT security
measures, the overriding goal is to ensure operational reliability at all times, or to restore it as
quickly as possible.
To our shareholders
Goals and strategy
Combined Management Report
Consolidated financial statements
Notes
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Professional crisis management, for example by means of business continuity management,
allows for a rapid crisis response and thereby ensures the protection of our employees and
customers. This includes communication and evacuation plans, training measures and specific
instructions. We insure ourselves against the loss of tangible assets and any impending loss of
sales or profits resultant from business interruptions wherever it is possible and reasonable.
Security and safety risks (#4)
Security risks include criminal activities, terror and unrest, as well as the issue of operational
safety or danger to life and limb due to lacking or inadequate safety measures. The impact of
the war in Ukraine is discussed under risk #2 ‘Macroeconomic and political risks’.
Corporate responsibility
Opportunities from sustainable business practices
Our company is more exposed than ever to economic, environmental, social and cultural
challenges. Similarly, we experience that sustainability is the key to transforming these
challenges into opportunities. METRO operates an active sustainability management system in
order to enshrine sustainability systematically in its core business. Our greatest leverages lie in
reducing our CO2 emissions and food waste, which we are advancing by, among other things,
expanding energy-saving infrastructure and logistics, by adapting the assortment and
packaging and by taking operational measures to prevent food waste. By ensuring
environmental and social standards through the use of responsible supply chain management,
we strengthen the resilience of our supply chains and, at the same time, promote local
structures. Our sustainability efforts are assessed as part of ratings to create transparency for
investors and other interested parties.
Environmental and social risks (#5)
Regulatory and social regulations regarding compliance with human rights and environmental
due diligence are becoming more stringent.
Achieving environmental and climate objectives remains a challenge due to continued
uncertainty in the supply of raw materials and the resulting potential interruptions in supply
chains. It could also be demanding for our suppliers to meet their commitments, such as
emission reduction targets. At the same time, our operational business generates greenhouse
gas emissions that can have a negative impact on the environment.
New statutory obligations, such as those from the Act on Corporate Due Diligence Obligations
in Supply Chains (LkSG), result in risks from the violation of national and, prospectively,
European supply chain regulations due to possible non-compliance with social and
environmental aspects in the supply chain or in our own business operations. In addition to
fines and damage to reputation, falling short of social and environmental targets and
obligations can also lead to limited access to financing instruments. The new due diligence
obligations can also make an impact on the range of suppliers, if this is indicated as a measure
to mitigate risks in the supply chain. This results in potential risks to the stability of our supply
chains.
Further risks result from increasing regulations on traceability and transparency in the supply
chain; again, non-compliance with these regulations may lead to potential fines or a ban on the
sale of the goods in question. METRO has taken comprehensive measures to counteract the
risks. For example, METRO established an appropriate social standards programme and
traceability concept, introduced energy efficiency and awareness-raising measures to reduce
To our shareholders
Goals and strategy
Combined Management Report
Consolidated financial statements
Notes
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emissions and increased the corporate budget for country initiatives to implement new
environmentally friendly technologies.
•
For more information about our social responsibility and environmental protection
activities, see chapter 1 principles of the group – 1.3 combined non-financial statement of
METRO AG.
Wholesale business
Opportunities from digitalisation and innovation
METRO is focused on identifying and addressing future challenges of its customers at an early
stage in a volatile environment. Innovations and digitalisation are areas with excellent potential
for realising increases in value. We are convinced that progressing digitalisation will
increasingly shape the future of the retail and wholesale industry as well as business processes.
This may give rise to new business models, which in turn may present a variety of opportunities.
As part of our sCore strategy, we have defined a clear digitalisation ambition in the form of a
40% digital sales share. In this context, our focus is on digitalisation initiatives that are geared
towards our core customer groups HoReCa and Traders. We partner with the company DISH
Digital Solutions to provide our customers with digital solutions, such as the DISH (Digital
Innovations and Solutions Hospitality) platform. With DISH Digital Solutions, we see significant
opportunities to benefit from faster digitalisation in the HoReCa and Traders sectors as well as
in other business areas. With our METRO DIGITAL business unit, we continue to digitalise our
core business. METRO DIGITAL develops, optimises and supports all digital solutions used by
our customers and us, such as our apps METRO Companion or M-Shop. These digital solutions
provide opportunities for METRO to set itself apart from the competition.
Opportunities from customer focus
METRO has a clear focus on wholesale and B2B customers. By measuring customer satisfaction,
for example by means of the established Net Promoter Score and the systematic collection and
evaluation of customer suggestions, we are able to identify potential areas to improve the
shopping experience and delivery as well as general trends. We are continuing to develop our
multichannel approach within the framework of our sCore strategy. To this end, we are
expanding the delivery business and bolstering our e-commerce activities with the METRO
MARKETS online marketplace. Our goal is to be the partner of choice for our customers by
offering METRO solutions that cover all aspects of their business. Our various strategic projects
aim at further improving our purchasing and sales processes and at creating additional value
for our customers. The goal is to ensure the ongoing value of assets, thereby mastering the
challenges faced by our business model.
Store operations and FSD risks (#6)
The markets in which we operate are characterised by rapid changes and fierce competition.
Lack of collection, analysis and use of customer data, uncompetitive pricing or an insufficient
level of service may cause us to fail to meet customer needs and thus jeopardise our growth
and profitability targets.
Inadequate market and FSD processes can lead to inefficiencies which have a particularly
negative impact on inventory levels, profit margins and customer satisfaction. To counter these
risks, we develop country-specific strategy plans derived from the group sCore strategy that
are aligned with the respective local circumstances and customer requirements.
We strive to have a holistic partnership with our customers to address the needs of professional
customers. This includes the expansion of our delivery business, the continuous transformation
To our shareholders
Goals and strategy
Combined Management Report
Consolidated financial statements
Notes
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of our stores into multichannel fulfilment centres, further development of our franchise concept
in selected markets, the METRO MARKETS online marketplace and digitalisation initiatives for
our customers on DISH, as well as financial services of METRO Financial Services.
Real estate
Opportunities from increase in value
As of 30 September 2023, the store network comprised 625 stores, 529 of which were out-of-
store (OOS) locations and 76 were depots. Around half of the locations are owned. We see
long-term potential for value increases in possible development projects for our existing real
estate assets as well as in improved facility management.
Real estate risks (#7)
The tense economic situation and rising interest rates make real estate transactions more
difficult and can also lead to risks in real estate development. This affects the expansion of our
stores to multichannel fulfilment centres and depots for the delivery business in particular.
Moreover, delayed repair and maintenance work could lead to legal infringements and real
estate impairments as well as reputational damage. We mitigate these risks with strategic and
operational real estate management. To this end, we regularly perform evaluations of properties
in terms of value and income and projected investment planning. The safety and health of
customers, suppliers and employees can be endangered by deficiencies in the properties. We
take decisive action to prevent potential accidents and damage to health, thus ensuring a safe
and healthy environment. In addition, we conduct risk assessments and specify clear sets of
rules and procedures. We support implementation through frequent training, internal controls
such as regularly scheduled safety and occupational safety inspections as well as external
controls such as stability inspections.
Due to the stabilisation of energy prices, the probability of occurrence for this risk has
decreased from ‘probable’ (>50%) to ‘possible’ (>25–50%). Even though the energy markets
have currently stabilised at a high price level, it cannot be excluded that there will be energy
price rises again in the future. Extensive energy efficiency measures were implemented in order
to decrease consumption and the associated costs. New photovoltaic installations are being
commissioned in addition.
More stringent legislation regarding environmental standards such as the German Buildings
Energy Act (GEG) could lead to higher costs in various areas of construction and energy
management, for example through the early exchange of cooling systems.
To our shareholders
Goals and strategy
Combined Management Report
Consolidated financial statements
Notes
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Suppliers and products
Opportunities from sustainable procurement
Alongside quality and safety, the environmental and social sustainability of the products and
their production processes are, for us and more and more customers, increasingly significant
selection criteria. We aim to ensure resource-friendly production as well as socially acceptable
working conditions within our procurement channels. METRO pursues a group-wide purchasing
policy that applies to all products and includes additional requirements for critical raw materials
to ensure sustainable and responsible supply chain and procurement management.
•
For more information about our social responsibility and environmental protection
activities, see chapter 1 principles of the group – 1.3 combined non-financial statement of
METRO AG.
Opportunities from higher own-brand penetration
Own brands are a central element in METRO’s strategy to increase the success of our
customers. With our own brands, we can provide high quality at lower prices, thus
simultaneously increasing our customers’ profitability as well as our own. Potential economic
constraints and increased price pressure on our customers, for example as a result of inflation,
could increase demand for own brands and thus have a positive effect on METRO’s profitability.
Procurement risks (#8)
Production downtimes, disruptions of the supply chains and international price fluctuations for
raw materials and energy as a result of geopolitical instability can cause the lack of availability
of goods, interruptions of supply chains and unexpected price fluctuations with a destabilising
effect on our business and that of our partners.
In order to mitigate these risks, METRO is launching projects to support the purchasing
activities of the national subsidiaries via bundling, thereby strengthening partnerships with
suppliers and ensuring the availability of goods and their competitiveness. This is facilitated by
the optimisation of our assortment and development of our own brands. Thanks to our global
coverage, we are in a position to find suitable alternative supply sources for key products.
When we renegotiate expiring contracts, we try to compel suppliers to be sufficiently prepared
so that supply continuity can be ensured in the event of force majeure. We pay special attention
to all specific price components to prepare for negotiations in an effort to obtain better
purchasing prices.
Quality risks (#9)
Quality risks include risks related to the quality of the offered products, transport and storage,
if they lead to an impairment of the quality of goods or food safety.
To our shareholders
Goals and strategy
Combined Management Report
Consolidated financial statements
Notes
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Supply chain
Supply chain risks (#10)
Supply chain risks include issues related to logistics, transport and storage, such as rising
transport costs or the insufficient management of logistics service providers.
Financials
Financial risks (#11)
Without timely countermeasures, unexpected external influences on our business activities or
other changes in the business environment could potentially result in us missing our target
figures. In addition, delayed recognition of such changes could lead to us making wrong
business decisions. We mitigate these risks by interlocking strategic planning and the
budgeting process closely, carrying out very close monitoring of budget compliance, defining
effective internal controls and intensively involving the supervisory bodies.
The fact that our financial year differs from the calendar year allows us a high degree of
planning certainty at an early stage, with the profitable Christmas quarter being the first
quarter of our financial year.
The current global efforts to combat inflation leads to, among other things, rising key interest
rates and therefore increases the risk of escalating interest expenses for financing instruments.
This risk is to be assessed as limited due to the already-reduced gross debt. In order to be able
to react promptly to changes, we continuously monitor our own financing positions as well as
the money and capital markets.
Furthermore, potential defaults by commercial partners and customers represent a financial
risk. In order to minimise the credit risk of receivables from our customers, we decide on the
amount of the granted payment terms based on comprehensive internal scoring – and external
information, if available.
We reduce the credit risk for external investments with banks by setting limits based on ratings
and credit spreads.
By continuously monitoring the entire receivables portfolio, we ensure a risk-adequate
adjustment of our customers’ payment terms and the investment limits with banks at all times.
Furthermore, METRO is subject to price risks, liquidity risks, credit risks, cash flow risks.
•
For more information about financial risks and their management, please see the notes to
the consolidated financial statements in no. 39 – management of financial risks.
To our shareholders
Goals and strategy
Combined Management Report
Consolidated financial statements
Notes
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Transactions
Opportunities from increased efficiency and portfolio simplification
Our focus on wholesale could lead to improved workflows along the value chain faster than
expected and could have a positive effect on our business development through an increase in
operating efficiency. Collaborations (even if they are purely contractual) can help us reduce
operational cost or give our customers access to innovative products.
The country portfolio is regularly reviewed with regard to the feasibility of a local market
leadership and the attractiveness of the respective markets. In this context, METRO disposed of
its business in India in financial year 2022/23.
Opportunities from market consolidation and acquisitions
In the future, METRO will also focus on investments to strengthen its wholesale business. We
want use this to solidify and expand our leading position in numerous markets. We expect that
the consolidation of the wholesale stores in many of our portfolio countries will continue. For
example, METRO acquired the delivery business JHB in Scandinavia in the last financial year.
The existing minority interests held by METRO offer the opportunity for additional increases in
value if, for example, start-up companies were to develop better than expected.
Transaction risks (#12)
The transaction risks include all risks arising from the acquisition and disposal of companies (or
company shares). These include legal and tax risks, guarantees, non-recurring and residual
costs, or even reactions of the market to the transaction. Subsequent liability risks may arise for
CECONOMY AG in conjunction with the demerger of the METRO GROUP in 2017.
Due to the lower transaction volume and the elimination of guarantee claims and tax
receivables from several past transactions, the risk has decreased from ‘major’
(>€100–300 million) to ‘minor’ (≤€50 million) in terms of the loss potential, and from ‘possible’
(>25–50%) to ‘low’ (≥10–25%) in terms of probability of occurrence. The risk has now been
classified as low due to the changes.
Information technology
IT Data risks (#13)
Data risks include risks related to data protection and data security as well as risks related to
the accuracy, completeness and availability of data necessary to ensure successful use of the
group’s own data. Data theft or manipulation by unauthorised parties as part of cyberattacks
can also lead to violations of data protection laws and thus to fines and reputational risks.
Human resources
Human resources risks (#14)
Human resources risks include risks related to the organisational structure of human resources,
recruitment and retention of staff, appropriate remuneration and the exit process. Beyond that,
risks related to corporate culture are also considered.
To our shareholders
Goals and strategy
Combined Management Report
Consolidated financial statements
Notes
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Tax, legal and compliance
Tax risks (#15)
Tax risks can primarily arise in relation to the assessment of financial matters by the tax
authorities (including transfer price issues). Additional risks may result from differing
interpretations of sales tax (VAT) regulations. Due to an altered risk composition, the
probability of occurrence has increased from ‘low’ (≥10–25%) to ‘possible’ (>25–50%).
Legal and compliance risks (#16)
Legal and compliance risks include risks related to antitrust law, corruption, fraud, money
laundering and unfair trade practices, as well as general legal risks.
Management’s overall assessment of the opportunity and risk
situation
The Management Board and the Supervisory Board of METRO AG are regularly informed about
the company’s situation in terms of opportunities and risks. To evaluate the current situation,
we do not consider the risks in isolation. Instead, we also analysed the interdependencies
according to their impact. Our assessment indicates that the overall risks do not endanger the
risk-bearing capacity. For a period of 1 year after the closing date, the identified individual and
cumulative risks do not represent any risks that could jeopardise the continued existence of the
company. We are confident that METRO’s earnings performance offers a solid foundation for
the sustainable positive development of our business and the utilisation of numerous
opportunities. The Management Board of METRO AG currently does not expect any
fundamental change in the opportunities and risk situation.
To our shareholders
Goals and strategy
Combined Management Report
Consolidated financial statements
Notes
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5
TAKEOVER-RELATED DISCLOSURES
The takeover-related disclosures as of 30 September 2023 required under §§ 289a Section 1 and
315a Section 1 of the German Commercial Code (HGB) are shown below:
Composition of the subscribed capital
The share capital of METRO AG amounted to €363,097,253. It is divided into a total of
360,121,736 ordinary shares (pro rata value of the share capital: €360,121,736, approximately
99.18%), as well as 2,975,517 preference shares (pro rata value of the share capital: €2,975,517,
approximately 0.82%). Each share in the company has a notional interest of €1.00 in the share
capital.
Each ordinary share grants a single vote in the company’s Annual General Meeting. The ordinary
shares carry full dividend rights. In contrast to ordinary shares, preference shares do not carry
voting rights but confer a preferential entitlement to profits (preliminary dividend of €0.17 per
preference share). Details of profit distribution are governed by § 21 of the Articles of
Association of METRO AG.28
METRO did not pay a dividend for financial years 2020/21 or 2021/22, including the preliminary
dividend. The preference shares therefore grant voting rights until the arrears of the preliminary
dividend have been paid in full. As long as the voting right exists, the preference shares must
also be considered in the calculation of the respective capital majorities (cf. § 140 Section 2 of
the German Stock Corporation Act (AktG)). Consequently, the number of voting rights amounts
to 363,097,253 (total of ordinary and preference shares).
•
Further information can be found in the chapter METRO share – dividend and dividend
policy.
Voting rights and transfer-related restrictions
To the best knowledge of the Management Board, the following agreements exist or existed
during financial year 2022/23, which may be construed as restrictions in the sense of § 315a
Section 1 No. 2 and § 289a Section 1 No. 2 of the German Commercial Code:
As part of an intra-group reorganisation of the Beisheim Group on 31 December 2021, BC
Equities GmbH & Co. KG, Düsseldorf, has joined the pool of voting rights in place of Beisheim
Assets gGmbH, Düsseldorf. The pool of voting rights has been in place since 29 July 2019 and
includes Beisheim Capital GmbH, Düsseldorf (Germany), Beisheim Holding GmbH, Baar
(Switzerland), and Palatin Verwaltungsgesellschaft mbH, Essen (Germany), a subsidiary of
Meridian Stiftung, Essen (Germany). Based on the Beisheim Group’s voting rights notification
dated 3 January 2022, the partners in the voting pool continue to hold 23.94% of the ordinary
shares. The declared objective of Meridian Stiftung and the Beisheim Group is to exercise the
voting rights from the METRO shares held by them jointly. In the future they plan to act
uniformly vis-à-vis METRO and its shareholders in all material matters. Accordingly, as of 31
December 2021, BC Equities GmbH & Co. KG, Düsseldorf, also replaced Beisheim Assets
gGmbH, Düsseldorf, in the pooling agreement with Beisheim Holding GmbH, Baar (Switzerland);
this pooling agreement, which has been in place since 29 July 2019 with the subsidiary of
Meridian Stiftung, Essen (Germany), is suspended for the duration of the new pool of voting
rights with Meridian Stiftung, Essen.
The Articles of Association of METRO AG can be found on the website www.metroag.de/en in the section About us – Corporate
Governance.
28
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Goals and strategy
Combined Management Report
Consolidated financial statements
Notes
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In connection with the demerger of the former METRO AG, CECONOMY AG (formerly operating
as METRO AG) has assumed a lock-up agreement with respect to the shares held by it in
accordance with the Group Separation Agreement dated 13 December 2016. According to this
agreement, CECONOMY AG is obligated not to sell its approximately 1% of the shares in METRO
AG, which were granted as part of the demerger within the spin-off from the group, until 1
October 2023.
The Management Board remuneration system stipulates share ownership guidelines. Within the
framework of these guidelines, the members of the Management Board are required build up a
self-financed investment in METRO ordinary shares and retain it until at least the date of
retirement from the Management Board.
Shares held in capital
As of 30 September 2023, the following direct and indirect capital interests existed and entitled
their respective holders to more than 10% of the voting rights:
Name/company
Direct/indirect capital
interest entitling to
more than 10% of
voting rights
BC Equities GmbH & Co. KG, Düsseldorf, Germany1
Direct
Beisheim Holding GmbH, Baar, Switzerland1
Direct
Beisheim Management GmbH, Düsseldorf, Germany
Indirect
Beisheim Assets gGmbH, Düsseldorf, Germany
Indirect
Prof. Otto Beisheim Stiftung, Munich, Germany
Indirect
Prof. Otto Beisheim Stiftung, Baar, Switzerland
Indirect
Palatin Verwaltungsgesellschaft mbH, Essen, Germany1
Direct
BVG Beteiligungs- und Vermögensverwaltungs-GmbH, Essen, Germany
Indirect
Gebr. Schmidt GmbH & Co. KG, Essen, Germany
Indirect
Gebr. Schmidt Verwaltungsgesellschaft mbH, Essen, Germany
Indirect
Meridian Stiftung, Essen, Germany
Indirect
EP Global Commerce GmbH, Grünwald, Germany
Direct
EP Global Commerce VII GmbH, Grünwald, Germany
Indirect
EP Global Commerce IV GmbH, Grünwald, Germany
Indirect
EP Global Commerce III GmbH, Grünwald, Germany
Indirect
EP Global Commerce a.s., Prague, Czech Republic
Indirect
Daniel Křetínský, Prague, Czech Republic
Indirect
Patrik Tkáč2, Bratislava, Slovakia
Indirect
1
Coordination of exercising voting rights based on a pool of voting rights between BC Equities GmbH & Co. KG, Beisheim Holding GmbH
and Palatin Verwaltungsgesellschaft mbH.
2
Attribution of voting rights due to concerted behaviour within the meaning of § 34 Section 2 of the German Securities Trading Act.
The information above is in particular based on notifications issued under § 33 et seqq. of the
German Securities Trading Act that were received and published by METRO AG.29
Holders of shares with special rights as well as type of voting
right control of employee shares
The company has not issued any shares with special rights pursuant to § 315a Section 1 No. 4
and § 289a Section 1 No. 4 of the German Commercial Code. No capital interests are held by
employees pursuant to § 315a Section 1 No. 5 and § 289a Section 1 No. 5 of the German
Commercial Code.
Voting rights notifications published by METRO AG can be found on the website www.metroag.de/en in the section Newsroom – Legal
Announcements.
29
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Goals and strategy
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Notes
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Provisions governing the appointment and dismissal of
members of the Management Board and changes to the
Articles of Association
The appointment and dismissal of members of the Management Board of METRO AG are
governed in §§ 84, 85 of the German Stock Corporation Act and §§ 30, 31, 33 of the German Co-
determination Act. § 5 of the Articles of Association of METRO AG stipulates that the
Management Board shall comprise at least 2 members and that the actual number of members
of the Management Board is determined by the Supervisory Board.
Changes to the Articles of Association of METRO AG are determined principally in accordance
with §§ 179, 181, 133 and 119 Section 1 No. 5 of the German Stock Corporation Act. There are
numerous other sections of the German Stock Corporation Act that could possibly govern a
change to the Articles of Association and that may amend or supersede the previously
mentioned regulations. Pursuant to § 14 Section 1 of the Articles of Association of METRO AG,
the Supervisory Board may resolve to change the wording of the Articles of Association
without a resolution passed by the Annual General Meeting.
Authorities of the Management Board to issue or buy back
shares
Authorities to issue new shares (authorised capital)
On 11 February 2022, the Annual General Meeting had authorised the Management Board by
resolution to increase the share capital, subject to the consent of the Supervisory Board, by
issuing new ordinary shares against cash contributions in one or several tranches for a total
maximum of €108,929,175 by 10 February 2027 (authorised capital). Existing shareholders may
exercise their subscription rights. The newly issued shares may also be acquired by banks or
similarly situated companies selected by the Management Board pursuant to § 186 Section 5
Sentence 1 of the German Stock Corporation Act, given these institutions agree to tender such
shares to the shareholders.
Nonetheless, subject to the consent of the Supervisory Board, the Management Board is
authorised to exclude shareholder subscription rights to offset fractional amounts.
The Management Board is also authorised, with the approval of the Supervisory Board, to
determine the further details of the capital increases and their implementation, including the
content of the share rights and the conditions of the share issuance. To date, the authorised
capital has not been fully utilised.
Authorities to issue warrant bonds and/or convertible bearer bonds
With a resolution passed on 16 February 2018, the Annual General Meeting had authorised the
Management Board to issue, in each case with the consent of the Supervisory Board, warrant or
convertible bearer bonds (in aggregate, ‘bonds’) with an aggregate par value of
€1,500,000,000 prior to 15 February 2023, on one or several occasions, and to grant the
holders of warrant or convertible bearer bonds warrant or conversion rights or impose warrant
or conversion obligations upon them for ordinary bearer shares in METRO AG representing up
to €50,000,000 of the share capital in accordance with the terms of the warrant or convertible
bearer bonds. This authority results in contingent capital of up to €50,000,000 pursuant to § 4
Section 8 of the METRO AG Articles of Association. This authorisation has not been exercised.
To our shareholders
Goals and strategy
Combined Management Report
Consolidated financial statements
Notes
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Fundamental agreements related to the conditions of a
change of control
METRO AG is currently a borrower in credit agreements with a total credit limit of €1.2 billion,
which the lender may cancel in the case of a change of control, provided that, additionally and
as a result of the change of control, the credit rating of METRO AG deteriorates to a certain
degree as defined in respective agreements. The lending banks may only cancel the contract
and demand the return of the loans if the change of control and a resulting drop in the credit
rating occur cumulatively. During financial year 2022/23, these credit facilities were not utilised.
Compensation agreements in the event of a takeover bid
There are no compensation agreements between METRO AG and members of the Management
Board or employees in the event of a takeover bid.
To our shareholders
Goals and strategy
Combined Management Report
Consolidated financial statements
Notes
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METRO ANNUAL REPORT 2022/23
92

6
SUPPLEMENTARY DISCLOSURES FOR
METRO AG (PURSUANT TO THE GERMAN
COMMERCIAL CODE)
Overview of financial year 2022/23 and outlook of METRO AG
METRO AG, in its function as the management holding company of the METRO group, is highly
dependent on the development of METRO in terms of its own business development, position
and potential development with its key opportunities and risks.
On account of the holding structure, in deviation from the group-wide view, the net profit or
loss under commercial law is the most important key performance indicator of METRO AG as
outlined in German Accounting Standard No. 20 (GAS 20).
Business development of METRO AG
The business development of METRO AG is significantly characterised by the development of
its subsidiaries and the intra-group dividend distribution policy.
Overall, the projected net profit or loss was achieved. The consistent implementation of the
sCore strategy and the continuing high level of inflation largely resulted in sales increases at the
group companies. However, they did not lead to higher licence income for METRO AG for all
countries. In the segment East, a deferred payment for previous years compensated for the
expired licence income from China.
As in the previous year, the management holding generated a nearly neutral overall result.
However, the investment result was substantially improved through dividends and profit
transfers. The sale of parts of the METRO Campus as well as exchange rate gains on intra-group
liabilities contributed to this.
While the dividend proposal is generally based on the earnings per share reported in the
consolidated financial statements, the income statement and balance sheet from the Annual
Financial Statements of METRO AG are presented below in accordance with the provisions of
the German Commercial Code (HGB).
Earnings position of METRO AG and profit appropriation
Income statement
for the financial year from 1 October 2022 to 30 September 2023 according to
the German Commercial Code (HGB)
€ million
2021/22
2022/23
Sales revenues
399
379
Other operating income
478
541
Cost of services purchased
−47
−47
Personnel expenses
−140
−127
Depreciation/amortisation/impairment losses on intangible and tangible
assets
−48
−43
Other operating expenses
−624
−698
Investment result
−276
379
Net financial result
−28
−93
Income taxes
−6
−12
Earnings after taxes
−292
279
Other taxes
−2
−4
To our shareholders
Goals and strategy
Combined Management Report
Consolidated financial statements
Notes


METRO ANNUAL REPORT 2022/23
93

€ million
2021/22
2022/23
Net profit or loss (+)/net loss for the year (−)
−294
275
Retained earnings from the previous year
0
0
Withdrawal from the capital reserve
294
0
Adjustments of the reserves retained from earnings
0
−70
Balance sheet profit
0
205
METRO AG essentially acts as a licensor and as a service provider for the operating METRO
national subsidiaries and invoices them within the framework of the transfer pricing system.
Services include operational services (consulting services), holding company services as well as
services related to the development and operation of various in-house IT solutions. These
services are also provided to former subsidiaries on a temporary basis.
In the reporting period, METRO AG settlement amounts of €379 million are reported as sales
revenues. They are broken down into €307 million for settlement amounts received in the form
of licensing fees for the METRO and MAKRO brands as well as €72 million relating to IT and
business services.
The item other operating income consists mainly of settlement amounts for services sold to
current and temporarily also former subsidiaries that are not classified as sales revenues.
In its function as the central management holding company, METRO AG has commissioned
services from group companies as well as third-party companies, primarily for IT services. To
the extent such expenses are related to sales revenues, they are recognised as cost of services
purchased; otherwise, they are recognised as other operating expenses.
On average, METRO AG employed 677 people in the 4 quarters of financial year 2022/23 (full-
time equivalents; 2021/22: 696). Personnel expenses are €13 million lower than previous year’s
level.
Depreciation and amortisation in the amount of €40 million are attributable to scheduled
depreciation on the rights of use for the METRO and MAKRO brands and otherwise relate to
scheduled depreciation of other fixed assets.
The investment result includes income from profit and loss transfer agreements in the amount
of €366 million (2021/22: €200 million), which primarily relates to cash-and-carry companies as
well as cross-section entities. In this context, METRO Cash & Carry International benefited from
exchange rate gains from intra-group liabilities denominated in roubles, following significant
losses in the previous year. Investment income in the amount of €204 million (2021/22:
€50 million) related to the real estate sector. Losses in the amount of €118 million (2021/22:
€566 million) were assumed, primarily from the Real Estate and DISH Digital Solutions sectors.
Impairments and reversals of impairments on investments of €73 million related to cash-and-
carry companies and one real estate company.
The financial result amounted to €−93 million due to increased interest expenses.
The net profit for the year was €275 million.
To our shareholders
Goals and strategy
Combined Management Report
Consolidated financial statements
Notes


METRO ANNUAL REPORT 2022/23
94

Financial position of METRO AG
Capital structure
Equity and liabilities
€ million
30/9/2022
30/9/2023
Equity
Share capital
363
363
Capital reserve
4,754
4,754
Reserves retained from earnings
8
78
Balance sheet profit
0
205
5,125
5,400
Provisions
575
491
Liabilities
Bonds
1,201
926
Liabilities to banks
2
66
Liabilities to affiliated companies
2,701
2,726
Miscellaneous liabilities
37
27
3,941
3,745
Accrued income and expenses
48
20
9,689
9,656
The equity ratio increased from 53% to 56%. Otherwise, the structure of equity and liabilities
has not materially changed. Repayment of maturing bonds led to a reduction of cash and cash
equivalents as well as a temporary increase in liabilities to banks. Liabilities to affiliated
companies primarily relate to current financial investments of subsidiaries as well as loss
compensation obligations.
Asset position of METRO AG
Assets
€ million
30/9/2022
30/9/2023
Non-current assets
Intangible assets
765
724
Property, plant and equipment
1
1
Financial assets
8,179
8,115
8,945
8,840
Current assets
Receivables and other assets
481
782
Cash on hand, bank deposits and cheques
256
27
737
809
Prepaid expenses and deferred income
7
7
9,689
9,656
The right to use the METRO and MAKRO brands, which is recognised under intangible assets, is
subject to scheduled amortisation and amounts to €720 million. Financial assets consist mainly
of shares in affiliated companies and essentially include the shares in the holding company for
wholesale companies (€6,855 million), in real estate companies (€789 million) and in service
providers (€470 million). Receivables and other assets include higher receivables from profit
and loss transfer and dividends.
To our shareholders
Goals and strategy
Combined Management Report
Consolidated financial statements
Notes


METRO ANNUAL REPORT 2022/23
95

Risk situation of METRO AG
Since METRO AG is largely linked to the companies of the METRO group, among other things
through financing and guarantee commitments as well as through direct and indirect
investments in the investee, the risk situation of METRO AG significantly corresponds to the risk
situation of the METRO group. The statements regarding the overall assessment of the risk
situation by management also apply as a summary of the risk situation of METRO AG. All risks
of the group companies that affect their long-term earnings situation have an indirect impact
on the valuation of the shares in affiliated companies for METRO AG, in each case with
additional consideration of currency exchange rates for companies located outside the
Eurozone.
Outlook of METRO AG
In its function as the management holding company, METRO AG is highly dependent on the
development and dividend distribution policies of its shareholdings. Assuming stable exchange
rates, we anticipate that the development of income from licensing and services in conjunction
with continued strict cost management as well as a positive investment result will lead to a
positive net profit being reported again in the coming financial year 2023/24, although this will
be noticeably below the previous year's level due to lower effects from the sale of companies
and properties and currency developments in the investment portfolio.
Planned investments of METRO AG
Within the setting of the implementation of investments by the METRO group, METRO AG will
support the group companies through increases in shareholdings or loans, if necessary. In
addition, investments in shareholdings in affiliated companies may result from intra-group share
transfers.
Declaration on corporate management
The combined declaration on corporate management pursuant to §§ 289f and 315d of the
German Commercial Code (HGB) of METRO AG and the group is permanently available to the
public on the company’s website (www.metroag.de) in the section About us – Corporate
Governance.
Declaration pursuant to § 312 of the German Stock Corporation
Act (AktG)
The Management Board of METRO AG has prepared a report on relationships with affiliated
companies for financial year 2022/23 pursuant to § 312 of the German Stock Corporation Act
(AktG) and has issued the following statement at the end of the report:
‘The Management Board of METRO AG declares that, in the reporting period, the company and
the companies controlled by it – according to the circumstances known to the Management
Board at the time the legal transactions were carried out or the measures were taken or
omitted – received appropriate consideration for each of the reported legal transactions. There
were no other reportable legal transactions in the reporting period. Measures were neither
taken nor omitted in the reporting period.’
To our shareholders
Goals and strategy
Combined Management Report
Consolidated financial statements
Notes


METRO ANNUAL REPORT 2022/23
96

CONSOLIDATED
FINANCIAL STATEMENTS
Income statement
98
Profit or loss for the period
99
Balance sheet
100
Statement of changes in equity
101
Cash flow statement
102
To our shareholders
Goals and strategy
Combined Management Report
Consolidated financial statements
Notes


METRO ANNUAL REPORT 2022/23
97

INCOME STATEMENT
for the financial year from 1 October 2022 to 30 September 2023
€ million
Note no.
2021/22
2022/23
Sales revenues
1
29,754
30,551
Cost of sales
−24,715
−25,669
Gross profit on sales
5,039
4,883
Other operating income
2
1,071
1,088
Selling expenses
3
−4,291
−4,351
General administrative expenses
4
−964
−892
Other operating expenses
5
−443
−132
Impairment of financial assets
6
−7
−12
Income from companies accounted for using the equity method
7
24
13
Earnings before interest and taxes (EBIT)
429
598
Other investment result
8
15
−38
Interest income
9
32
40
Interest expense
9
−189
−200
Other financial result
10
−421
209
Net financial result
−563
11
Earnings before taxes (EBT)
−134
609
Income taxes
12
−196
−170
Profit or loss for the period
−331
439
Profit or loss for the period attributable to
non-controlling interests
3
0
Profit or loss for the period attributable to the shareholders of
METRO AG
−334
439
Earnings per share in € (basic = diluted)
13
(−0.92)
(1.21)
To our shareholders
Goals and strategy
Combined Management Report
Consolidated financial statements
Notes


METRO ANNUAL REPORT 2022/23
98

RECONCILIATION FROM PROFIT OR LOSS FOR
THE PERIOD TO TOTAL COMPREHENSIVE INCOME
for the financial year from 1 October 2022 to 30 September 2023
€ million
Note no.
2021/22
2022/23
Profit or loss for the period
−331
439
Other comprehensive income
Items of other comprehensive income that will not be reclassified
subsequently to profit or loss
27
108
−6
Remeasurement of defined benefit pension plans
151
−9
Effects from the fair value measurements of equity instruments
−1
1
Income tax attributable to items of other comprehensive income that
will not be reclassified subsequently to profit or loss
−42
2
Items of other comprehensive income that may be reclassified
subsequently to profit or loss
27
716
−769
Currency translation differences from translating the financial
statements of foreign operations and hyperinflation
716
−768
Effective portion of gains/losses from cash flow hedges
0
−1
Income tax attributable to items of other comprehensive income that
may be reclassified subsequently to profit or loss
0
0
Other comprehensive income
27
824
−775
Total comprehensive income
27
493
−336
Total comprehensive income attributable to
non-controlling interests
27
3
−1
Total comprehensive income attributable to the shareholders of
METRO AG
27
490
−335
To our shareholders
Goals and strategy
Combined Management Report
Consolidated financial statements
Notes


METRO ANNUAL REPORT 2022/23
99

BALANCE SHEET
as of 30 September 2023
Assets
€ million
Note no.
30/9/2022
30/9/2023
Non-current assets
7,722
6,929
Goodwill
17
647
712
Other intangible assets
17
572
623
Property, plant and equipment
18
5,735
5,091
Investment properties
19
172
106
Financial assets
84
71
Investments accounted for using the equity method
108
97
Other financial assets
20
100
60
Other non-financial assets
20
17
18
Deferred tax assets
21
287
151
Current assets
5,132
4,718
Inventories
22
2,455
2,242
Trade receivables
23
601
674
Financial assets
3
1
Other financial assets
20
588
591
Other non-financial assets
20
339
347
Entitlements to income tax refunds
102
92
Cash and cash equivalents
25
825
591
Assets held for sale
26
219
180
12,855
11,648
Equity and liabilities
€ million
Note no.
30/9/2022
30/9/2023
Equity
27
2,365
2,022
Share capital
363
363
Capital reserve
4,754
4,754
Reserves retained from earnings
−2,774
−3,106
Equity before non-controlling interests
2,344
2,011
Non-controlling interests
21
11
Non-current liabilities
3,813
3,526
Provisions for post-employment benefits plans and similar obligations
28
360
351
Other provisions
29
163
166
Financial liabilities
30, 32, 42
3,065
2,838
Other financial liabilities
30, 33
39
26
Other non-financial liabilities
30, 33
33
54
Deferred tax liabilities
153
90
Current liabilities
6,677
6,100
Trade liabilities
34, 35
3,855
3,667
Provisions
316
305
Financial liabilities
30, 32, 42
1,059
825
Other financial liabilities
30, 33
896
857
Other non-financial liabilities
30, 33
283
241
Income tax liabilities
267
205
12,855
11,648
To our shareholders
Goals and strategy
Combined Management Report
Consolidated financial statements
Notes


METRO ANNUAL REPORT 2022/23
100

STATEMENT OF CHANGES IN EQUITY
for the financial year from 1 October 2022 to 30 September 2023
€ million
Note
no.
Share capital
Capital
reserve
Effective
portion of
gains/losses
from cash
flow hedges
Fair value
measurement
of equity and
debt
instruments
Currency
differences
from
translating
the financial
statements of
foreign
operations
and
hyperinflation
Remeasurement
of defined
benefit pension
plans
Share of other
comprehensive
income of
associates/
joint ventures
accounted for
using the
equity method
Income tax on
components of
other
comprehensive
income
Other
reserves
retained from
earnings
Total
reserves
from
earnings
Total equity
before non-
controlling
interests
Non-
controlling
interests
Total equity
1/10/2021
363
5,048
4
1
−938
−489
−9
106
−2,231
−3,557
1,854
21
1,875
Earnings after taxes
0
0
0
0
0
0
0
0
−334
−334
−334
3
−331
Other comprehensive income
0
0
0
−1
716
150
0
−42
0
823
823
0
824
Total comprehensive income
0
0
0
−1
716
150
0
−42
−334
490
490
3
493
Capital increases
0
0
0
0
0
0
0
0
0
0
0
3
3
Dividends
0
0
0
0
0
0
0
0
0
0
0
−7
−7
Capital transactions with a change in the
participation rate
0
0
0
0
0
0
0
0
−1
0
−1
1
0
Other changes
0
−294
0
0
0
136
0
−2
159
294
0
0
0
30/9/2022 / 1/10/2022
27
363
4,754
5
0
−221
−203
−9
62
−2,406
−2,774
2,344
21
2,365
Earnings after taxes
0
0
0
0
0
0
0
0
439
439
439
0
439
Other comprehensive income
0
0
−1
1
−768
−9
0
2
0
−774
−774
0
−775
Total comprehensive income
0
0
−1
1
−768
−9
0
2
439
−335
−335
−1
−336
Capital increases
0
0
0
0
0
0
0
0
0
0
0
0
0
Dividends
0
0
0
0
0
0
0
0
0
0
0
−6
−6
Capital transactions with a change in the
participation rate
0
0
0
0
0
0
0
0
2
2
2
−3
0
Other changes
0
0
0
0
0
0
0
0
0
0
0
0
0
30/9/2023
27
363
4,754
3
1
−989
−211
−9
64
−1,965
−3,106
2,011
11
2,022
To our shareholders
Goals and strategy
Combined Management Report
Consolidated financial statements
Notes


METRO ANNUAL REPORT 2022/23
101

CASH FLOW STATEMENT1
for the financial year from 1 October 2022 to 30 September 2023
€ million
2021/22
2022/23
EBIT
429
598
Depreciation/amortisation/impairment losses/reversal of impairment losses of fixed assets
excl. financial investments
975
936
Change in provision for pensions and other provisions
−6
−61
Change in net working capital
−155
−70
Income taxes paid (−)/received
−185
−150
Reclassification of gains (−)/losses (+) from the disposal of fixed assets
−141
−209
Lease payments
63
61
Other
−48
−384
Cash flow from operating activities
931
721
Acquisition of subsidiaries
−128
−101
Investments in property, plant and equipment and in investment property (excl. right-of-use
assets)
−263
−389
Other investments
−151
−160
Investments in monetary assets
−7
−3
Disposals of subsidiaries
−44
292
Divestments
272
317
Disposal of financial investments
2
1
Cash flow from investing activities
−320
−46
Dividends paid
to METRO AG shareholders
0
0
to other shareholders
−7
−6
Proceeds from borrowings
953
3,493
Redemption of borrowings
−1,655
−3,672
Lease payments
−572
−591
Interest paid
−48
−60
Interest received
14
34
Other financing activities
7
−17
Cash flow from financing activities
−1,308
−820
Total cash flows
−696
−145
Currency effects on cash and cash equivalents
47
−89
Total change in cash and cash equivalents
−649
−234
Cash and cash equivalents as of 1 October
1,474
825
Cash and cash equivalents as of 30 September
825
591
1
The cash flow statement is explained in no. 37 – notes to the cash flow statement.
To our shareholders
Goals and strategy
Combined Management Report
Consolidated financial statements
Notes


METRO ANNUAL REPORT 2022/23
102

NOTES
Segment reporting
104
Notes to the group accounting
principles and methods
105
Capital management
122
Consolidation group and
investments
123
Notes to the income statement
128
Notes to the balance sheet
135
Other notes
159
To our shareholders
Goals and strategy
Combined Management Report
Consolidated financial statements
Notes


METRO ANNUAL REPORT 2022/23
103

SEGMENT REPORTING1
Germany
West
Russia
East
€ million
2021/22
2022/23
2021/22
2022/23
2021/22
2022/23
2021/22
2022/23
External sales (net)
4,732
4,897
12,042
12,573
2,904
2,510
9,955
10,359
Internal sales (net)
18
20
5
10
34
28
1
0
Sales (net)
4,750
4,917
12,047
12,583
2,938
2,538
9,955
10,360
Adjusted EBITDA
167
135
576
614
231
152
417
394
Transformation costs (+)/
transformation gains (−)
0
0
125
−1
0
0
0
−150
Earnings contributions from real
estate transactions
0
0
1
5
1
0
132
0
EBITDA
167
135
453
620
232
152
548
544
Depreciation/amortisation/
impairment
130
122
284
299
112
129
236
170
Reversals of impairment losses
0
3
0
0
0
0
2
0
EBIT
37
16
170
322
120
23
314
374
Investments
107
91
343
562
41
60
169
237
Non-current segment assets
850
812
2,510
2,749
1,108
534
1,711
1,553
Selling space (1,000 m2)
852
817
1,314
1,288
683
659
1,518
1,359
Locations (number)
102
102
233
230
93
93
233
200
1
Segment reporting is explained in no. 38 – Segment reporting.
Others
Consolidation
METRO total
€ million
2021/22
2022/23
2021/22
2022/23
2021/22
2022/23
External sales (net)
122
213
0
0
29,754
30,551
Internal sales (net)
1,074
1,242
−1,132
−1,300
0
0
Sales (net)
1,196
1,454
−1,132
−1,300
29,754
30,551
Adjusted EBITDA
−1
−131
−2
10
1,389
1,174
Transformation costs (+)/transformation gains (−)
−2
−2
0
0
123
−153
Earnings contributions from real estate transactions
3
203
0
0
137
208
EBITDA
5
74
−2
10
1,403
1,534
Depreciation/amortisation/impairment
215
219
0
0
977
939
Reversals of impairment losses
0
0
0
0
2
3
EBIT
−210
−145
−2
10
429
598
Investments
275
197
0
0
935
1,147
Non-current segment assets
1,066
963
−2
−2
7,243
6,609
Selling space (1,000 m2)
0
0
0
0
4,366
4,122
Locations (number)
0
0
0
0
661
625
To our shareholders
Goals and strategy
Combined Management Report
Consolidated financial statements
Notes


METRO ANNUAL REPORT 2022/23
104

NOTES TO THE GROUP ACCOUNTING PRINCIPLES
AND METHODS
Accounting principles
METRO AG, the parent company of the METRO group (hereinafter referred to as METRO), is a
German corporation with registered office at Metro-Straße 1 in 40235 Düsseldorf, Germany. The
company is registered in the commercial register at the District Court in Düsseldorf under HRB
79055.
These consolidated financial statements of METRO AG as of 30 September 2023 were prepared
in accordance with the International Financial Reporting Standards (IFRS).
The consolidated financial statements in their present form comply with the stipulations of
§ 315e of the German Commercial Code (HGB). Together with Regulation (EU) No. 1606/2002
of the European Parliament and of the Council of 19 July 2002 on the application of
international accounting standards, they form the legal basis for group accounting according to
international standards in Germany.
The date at which the Management Board of METRO AG signed the financial statement (7
December 2023) also represents the date at which the Management Board released the
consolidated financial statements for publication and submitted them to the Supervisory Board.
The income statement has been prepared using the cost of sales method.
Assets and liabilities are recognised as current if the respective asset is expected to be realised
or the liability settled within 12 months after the closing date.
Individual items in the income statement and the balance sheet have been combined to
increase transparency and informative value. Business transactions are offset in the income
statement when this presentation reflects the substance of the transaction. These items and
transactions are explained separately in the notes.
The consolidated financial statements are presented in euros. All amounts are stated in million
euros (€ million) unless otherwise indicated. Amounts below €0.5 million are rounded and
reported as €0 million. Individual figures may not add up to the stated sum precisely due to
rounding.
The following chapters of these notes to the consolidated financial statements show the
accounting and measurement methods that were used in the preparation of the consolidated
financial statements.
To our shareholders
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Combined Management Report
Consolidated financial statements
Notes
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
METRO ANNUAL REPORT 2022/23
105

Application of new accounting methods and first-time
adoption of accounting standards
International Financial Reporting Standards (IFRS) applied for the first
time in financial year 2022/23
The following amendments to IFRS adopted by the International Accounting Standards Board
(IASB) were applied for the first time in these consolidated financial statements, as they were
binding for METRO AG in financial year 2022/23. The initial application of these amendments
has no material impact on the consolidated financial statements:
•
Amendments to IFRS 1 – Annual Improvements to IFRS Standards 2018–2020 (subsidiary as
a first-time adopter)
•
Amendments to IFRS 3 – Business Combinations (amendments to reference to the
conceptual framework)
•
Amendments to IFRS 9 – Annual Improvements to IFRS Standards 2018–2020
(determination of fees in the ‘10 per cent’ test for derecognition of financial liabilities)
•
Amendments to IFRS 16 – Annual Improvements to IFRS Standards 2018–2020 (amendment
to illustrative example 13 accompanying IFRS 16 (Leases) with regard to lease incentives)
•
Amendments to IAS 16 – Property, Plant and Equipment (proceeds before intended use)
•
Amendments to IAS 37 – Provisions, Contingent Liabilities and Contingent Assets (onerous
contracts – cost of fulfilling a contract)
•
Amendments to IAS 41 – Annual Improvements to IFRS Standards 2018–2020
(consideration of tax payments in measuring the fair value of a biological asset)
•
Amendments to IAS 1 – Presentation of Financial Statements (disclosure of accounting
policies)/early application of the Amendment to IAS 1 in the current annual report
Accounting standards that were published but are not yet applied in
financial year 2022/23
A number of other standards and interpretations amended or newly issued by the IASB were
not yet applied by METRO in financial year 2022/23 because they were either not yet
mandatory or have not yet been endorsed by the European Commission.
Standard/
Interpretation
Title
Effective date
according to
IFRS1
Application at
METRO AG
from2
Endorsed
by EU3
Amendments to
IAS 12
Pillar 2 – a temporary exception from accounting for deferred taxes
arising from the implementation of the rules for Pillar 2
Immediately
1/10/2023
Yes
Amendments to
IAS 12
Pillar 2 – targeted disclosures in the notes
1/1/2023
1/10/2023
Yes
Amendments to
IFRS 17
Insurance Contracts (initial application of IFRS 17 and IFRS 9 –
comparative information)
1/1/2023
1/10/2023
Yes
IFRS 17
Insurance Contracts4 – including adopted amendments to the standard
1/1/2023
1/10/2023
Yes
Amendments to
IAS 8
Accounting Policies, Changes in Accounting Estimates and Errors
(definition of accounting estimates)
1/1/2023
1/10/2023
Yes
Amendments to
IAS 12
Income Taxes (deferred tax related to assets and liabilities arising from a
single transaction)
1/1/2023
1/10/2023
Yes
Amendments to
IAS 1
Presentation of Financial Statements (classification of liabilities as current
or non-current)
1/1/2024
1/10/2024
No
1
Without earlier application.
2
Application as of 1 October due to deviation of financial year from calendar year, if the approval for use (endorsement) has been granted by the EU.
3
As of November 2023.
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METRO ANNUAL REPORT 2022/23
106

Standard/
Interpretation
Title
Effective date
according to
IFRS1
Application at
METRO AG
from2
Endorsed
by EU3
Amendments to
IAS 1
Classification of Non-Current Liabilities with Covenants
1/1/2024
1/10/2024
No
Amendments to
IFRS 16
Leases (accounting of leasing liabilities in sale-and-leaseback
transactions)
1/1/2024
1/10/2024
Yes
Amendments to
IAS 7
Statement of Cash Flows (new disclosure requirements for reverse-
factoring arrangements)
1/1/2024
1/10/2024
No
Amendments to
IFRS 7
Financial Instruments: Disclosures (new disclosure requirements for
reverse-factoring arrangements)
1/1/2024
1/10/2024
No
Amendments to
IAS 21
Currency Translation: Lack of Exchangeability
1/1/2025
1/10/2025
No
Amendments to
IFRS 10/IAS 28
Consolidated Financial Statements/Investments in Associates and Joint
Ventures (amendment: sale or contribution of assets between an investor
and its associate or joint venture)
Unknown
Unknown
No
1
Without earlier application.
2
Application as of 1 October due to deviation of financial year from calendar year, if the approval for use (endorsement) has been granted by the EU.
3
As of November 2023.
Effect of the additional IFRS amendments
The first-time application of the standards listed in the table above as well as amendments to
IFRS is not expected to have a material impact on the group’s asset, financial and earnings
position.
Consolidation principles
The financial statements of German and foreign subsidiaries included in the consolidated
accounts are prepared using consistent accounting and valuation principles as required by
IFRS 10 (Consolidated Financial Statements).
Subsidiaries that, unlike METRO AG, do not close their financial year on 30 September prepared
interim financial statements for consolidation purposes.
In accordance with IFRS 3 (Business Combinations), capital consolidation is effected using the
purchase method.
Non-controlling interests are initially measured at their proportional share in the identifiable net
assets of the acquired company as of the date of acquisition.
Investments in associates and joint ventures are accounted for using the equity method and
treated in accordance with the principles applying to full consolidation, with existing goodwill
being included in the amount capitalised for such investments. Income from investments in
associates, joint ventures and joint operations in the income statement is recognised in earnings
before interest and taxes (EBIT).
Any deviating accounting and measurement methods used in the financial statements of
entities accounted for by applying the equity method are retained as long as they do not
substantially contradict METRO’s uniform accounting and measurement methods.
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Currency translation
Foreign currency transactions
In principle, gains and losses incurred by exchange rate fluctuations until the closing date are
recognised in profit or loss. However, the currency translation differences resulting from the
subsequent measurement of the following assets and liabilities are reported under reserves
retained from earnings outside of profit or loss:
•
Receivables and liabilities in foreign currency, which must be regarded as (part of) a net
investment in a foreign operation
•
Equity instruments measured at fair value through other comprehensive income
•
Hedging instruments qualifying for cash flow hedges
Hyperinflation
As of June 2022, Turkey is classified as a hyperinflationary economy in accordance with IAS 29
(Financial Reporting in Hyperinflationary Economies) due to its high rates of inflation.
METRO has reassessed the quantitative and qualitative criteria of IAS 29 (Financial Reporting in
Hyperinflationary Economies) in financial year 2022/23. The cumulative inflation of the last
3 years as a quantitative criterion still exceeds the value of 100%.
IAS 29 requires the financial statements of a company whose functional currency is the
currency of a hyperinflationary economy to be converted into the currently applicable
purchasing power unit at the end of the reporting period. METRO has subsidiaries in Turkey
whose functional currency is the Turkish lira. For these subsidiaries with the functional currency
of a hyperinflationary economy, IAS 21.43 requires that the financial statements be restated in
accordance with IAS 29 as of 30 September 2023 before being included in the consolidated
financial statements. The adjustments were made for the full reporting period as follows:
•
Increase in the carrying amounts of non-monetary assets and liabilities as well as equity
based on the development of the general price index.
•
The effects from the indexation of the current year were recognised in the other financial
result. The adjustment in the area of non-monetary assets at METRO mainly affects
property, plant and equipment and, to a lesser extent, inventories.
•
As a result of the increases in the carrying amounts of property, plant and equipment
(including right-of-use assets) and inventories, there are also indirect increases in scheduled
depreciation and costs of sales.
•
Indexation of all items in the statement of comprehensive income for financial year 2022/23
from the date at which the respective expense and income items were first recognised until
the closing date, to reflect a price index that is current at the closing date.
The carrying amounts of the non-monetary assets and liabilities as well as the statement of
comprehensive income are converted into the purchasing power valid at the closing date using
the cumulative consumer goods price index of the Turkish Statistical Institute.
The index value applied at the closing date was 1,691.04 (30/9/2022: 1,046.89). The index
change on an annual basis was 61.53%.
The exchange rate at the closing date as of 30 September 2023 was used to convert the
financial statements of the Turkish companies into the reporting currency euro for all items.
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METRO ANNUAL REPORT 2022/23
108

Foreign operations
The annual financial statements of foreign subsidiaries are prepared according to the functional
currency concept of IAS 21 (The Effects of Changes in Foreign Exchange Rates) and translated
into euros for consolidation purposes in case their functional currency is a currency other than
the euro. Since all companies included in the consolidated financial statements operate as
financially, economically and organisationally autonomous entities, their respective local
currency is the functional currency.
The following exchange rates being of major significance for METRO were applied in the
translation of key currencies outside the European Monetary Union. The rates are generally
based on ECB information. In the absence of a rate provided by the ECB, the quotation of the
Russian Central Bank was used for conversion of the Russian rouble.
Average exchange rate
per €
Closing date exchange rate
per €
2021/22
2022/23
30/9/2022
30/9/2023
Bulgarian lev
BGN
1.95583
1.95583
1.95583
1.95583
Czech koruna
CZK
24.81236
23.97181
24.54900
24.33900
Hungarian forint
HUF
379.38342
389.04822
422.18000
389.50000
Indian rupee
INR
83.17465
87.85357
79.42500
88.01650
Pakistani rupee
PKR
207.61483
283.33879
223.06640
305.36810
Polish zloty
PLN
4.65803
4.61973
4.84830
4.62830
Romanian leu
RON
4.93848
4.93484
4.94900
4.97350
Russian rouble
RUB
78.62344
83.79290
55.40640
103.16310
Turkish lira
TRY
18.08410
29.05140
18.08410
29.05140
Ukrainian hryvna
UAH
32.31038
39.02932
35.63610
38.74080
Income statement
Recognition of income and expenses
Net sales are recognised in accordance with IFRS 15 (Revenue from Contracts with Customers)
when the respective performance obligations have been satisfied by transferring goods to
wholesale customers or providing services. The goods are deemed to have been transferred at
the time at which the customer gains control over them. This applies to store-based retail and
the delivery business (Food Service Distribution, FSD) as well as to the online business. In these
cases, cash payment or payment within a short time after delivery of the product (credit
purchase) is usually agreed with the customer. Significant financing components are usually not
included in the contracts with customers. For services, control over the services is transferred
over time, thus satisfying the performance obligation. Revenue is recognised in the amount of
the consideration received or expected to be received in exchange for the goods or services.
Under certain wholesale business models, METRO customers are granted the right to exchange
or return goods under certain conditions or in accordance with contractual agreements or on a
legal basis. Refund liabilities that are based on empirical data regarding return quotas and
periods are recorded for expected returns in this context. Assets for the right to recover
products from a customer upon settling these refund liabilities are measured at the initial
carrying amount of the respective inventories (less settlement costs and any indicated
impairment) and reported under other non-financial assets.
METRO grants various types of standardised, performance-based rebates if certain predefined
conditions are met. Examples include rebates for achieving certain sales volumes with a
customer and for customer loyalty. As soon as it can be assumed that a customer fulfils the
conditions for granting the rebate, a portion of the revenue is deferred and presented as a
contract liability. Such contract liabilities are derecognised when the rebate is redeemed by the
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METRO ANNUAL REPORT 2022/23
109

customer or when the probability that the customer will enforce its rights is remote. The
rebates are regularly redeemed by customers within one year of the respective recognition of a
contract liability.
Some of the franchise models offered by METRO include multi-component contracts with
customers being offered a bundle of different franchise products and services. Individual
contractual components are made available to customers in a subsidised form, so that the
entire agreed consideration is allocated to the individual components in accordance with the
relative stand-alone selling prices.
In some cases, METRO acts as an agent for the delivery of goods or the provision of services. In
these cases, METRO recognises the expected fee or commission as revenue.
Operating expenses are recognised as expenses upon utilisation of the service or on the date of
their causation.
Interest expense on borrowings that is directly attributable to the acquisition or production of a
so-called qualified asset represents an exception to the recognition of interest through profit or
loss, as it is included in the acquisition or production costs of the asset capitalised pursuant to
IAS 23 (Borrowing Costs). Dividends paid by companies in which METRO holds an interest and
which are not accounted for using the equity method are generally recognised as income when
the legal claim to payment arises.
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METRO ANNUAL REPORT 2022/23
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Balance sheet
Goodwill
Goodwill is regularly tested for impairment once a year on 30 June – or more frequently if there
are indications for a possible impairment. If an impairment occurred, an impairment loss is
recognised through profit or loss. To determine a possible impairment, the recoverable amount
of a cash-generating unit – specifically, this is generally the organisational unit per country – is
compared to the corresponding carrying amount of the cash-generating unit. The recoverable
amount is the higher of its value in use and its fair value less costs of disposal. It is calculated
from discounted future cash flows and the level 3 input parameters of the fair value hierarchy.
An impairment of the goodwill allocated to a cash-generating unit occurs only if the
recoverable amount is lower than the total amount of the unit’s relevant carrying amount. No
reversal of an impairment loss is recognised if the reasons for the impairment in previous years
have ceased to exist.
Other intangible assets
Purchased other intangible assets are recognised at cost of purchase. In accordance with
IAS 38 (Intangible Assets), internally generated intangible assets are recognised at their
production cost. The production costs include all expenditures directly attributable to the
development process, unless they are explicitly excluded from being a component of the cost
of an internally generated intangible asset.
Borrowing costs within the meaning of IAS 23 are generally not factored into the determination
of production costs because the relevant criteria for a so-called qualified asset are not met.
All other intangible assets with a finite useful life are subject to straight-line amortisation.
Capitalised internally created and purchased software as well as similar intangible assets are
amortised over a period of up to 10 years, while licences are amortised over their useful lives.
Intangible assets with an indeterminable expected useful life are not subject to scheduled
amortisation, but are subject to impairment testing at least once a year. Impairment losses and
reversed impairment losses are recognised through profit or loss in consideration of the
historical cost principle.
Property, plant and equipment
Property, plant and equipment are recognised at acquisition or production costs according to
IAS 16 (Property, Plant and Equipment). The production costs of internally generated assets
include both direct costs and directly attributable overhead costs. Borrowing costs are only
capitalised in relation to so-called qualified assets as a component of acquisition or production
costs. In line with IAS 20 (Accounting for Government Grants and Disclosure of Government
Assistance), investment grants received are offset against the acquisition or production costs of
the corresponding asset. Dismantling and removing obligations are included in the acquisition
or production costs at the discounted settlement amount. Subsequent acquisition or
production costs of property, plant and equipment are only capitalised if they result in a higher
future economic benefit of the tangible asset.
Property, plant and equipment are solely depreciated on a straight-line basis. Throughout the
group, depreciation is based on the following expected useful lives:
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METRO ANNUAL REPORT 2022/23
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Buildings
10 to 33 years
Leasehold improvements
8 to 15 years, or shorter lease term
Business and office equipment
3 to 13 years
Machinery
3 to 8 years
In a few justified exceptional cases, the expected useful life of buildings is 40 years.
Capitalised costs of dismantling and removing are depreciated over the expected useful life of
the asset.
According to IAS 36 (Impairment of Assets), an impairment test will be carried out if there are
any indications of impairment of property, plant and equipment or of a cash-generating unit
(CGU). Impairment losses are recognised if the recoverable amount is less than its carrying
amount. If the reasons for the impairment have ceased to exist, impairment losses are reversed
up to the amount of amortised acquisition or production costs had no impairment loss been
recognised in previous periods.
Investment properties
Analogous to property, plant and equipment, investment properties are recognised at
acquisition or production costs less depreciation and, if required, impairment losses (cost
model). Owned investment properties are depreciated using the straight-line method,
considering an expected useful life of 15 to 33 years. Investment properties where rights of use
are involved are depreciated on a straight-line basis over a useful life of 5 to 15 years. In
addition, the fair value of these real estates is determined based on accepted valuation
methods, taking into account project development opportunities. The fair values are disclosed
in the notes.
Financial assets
Unless associates or joint ventures as defined by IAS 28 (Investments in Associates and Joint
Ventures) are involved, to which the equity method is applied, financial assets are accounted for
in accordance with IFRS 9 (Financial Instruments).
Financial assets are recognised in the consolidated balance sheet when METRO becomes a
contractual party to a financial instrument. Recognition is effected at the trade date. Financial
assets are derecognised if the contractual rights to payments from the financial assets no
longer exist or the financial assets with all material risks and rewards are transferred to another
party and METRO cannot control the financial assets after the transfer. When the
uncollectability of receivables is finally determined, they are derecognised.
Financial assets are measured at fair value upon initial recognition. In doing so, the transaction
costs directly attributable to the acquisition must be taken into account, unless the financial
instruments are subsequently measured at fair value through profit or loss.
METRO does not make use of the option to measure financial assets at fair value through profit
or loss upon initial recognition (fair value option).
With regard to the financial assets recognised at amortised cost (AC), impairments are
recognised as expected losses, regardless of the existence of actual default events. All
reasonable and reliable information is considered for determination of the impairment rates,
including forward-looking information, which is taken into account by including a projected
index based on macroeconomic developments. However, if there is objective evidence that
contractually agreed cash flows of a financial asset are likely to partially or completely default,
they are recorded as specific bad debt allowances. If these indications cease to exist,
impairment losses are reversed up to the amount of the carrying amount that would have
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resulted if no default event had occurred. METRO determines the expected losses on trade
receivables using the so-called simplified approach by using a provision matrix structured
according to various (past-due) maturities. Expected losses for other financial assets are
determined in accordance with the so-called general approach. Impairment losses are generally
recognised in separate accounts.
Changes in the fair value of financial assets measured at fair value through other comprehensive
income (FVOCI) are recognised in other comprehensive income and reclassified to the income
statement when the assets are sold. Impairment losses on financial assets in the FVOCI
category are determined in the same way as impairment losses on financial assets in the AC
category and recognised in profit or loss.
In accordance with the provisions of IFRS 9, own equity instruments are either measured at fair
value through profit or loss (FVPL) or at fair value through other comprehensive income
without reclassification (FVOCInR).
As part of cash flow hedging, which continues to be accounted for in accordance with IAS 39,
METRO hedges the exposure to variability in future cash flows. For this purpose, future
transactions and related hedging instruments are designated as hedging relationships for
accounting purposes. The effective portion of changes in the fair value of the hedging
instrument that regularly meets the definition criteria of a derivative is initially recognised
directly in equity under consideration of deferred taxes. The ineffective portion is recognised
directly in profit or loss. For future transactions that result in the recognition of a non-financial
asset or a non-financial liability, the cumulative changes in the fair value of the hedging
instrument are removed from other comprehensive income and included in the initial cost of the
other carrying amount of the asset or liability. In case the hedging transaction relates to
financial assets, financial liabilities or future transactions, the changes in fair value of the
hedging instrument are transferred from other comprehensive income to profit or loss in the
reporting period in which the hedged item is recognised in the income statement. The term of
the hedging instrument is aligned to coincide with the occurrence of the future transaction.
Other financial and other non-financial assets
Assets reported under other financial assets are generally recognised at cost of purchase less
directly attributable transaction costs and measured at amortised cost. Impairment losses are
determined for the reporting period in accordance with the general approach.
Other financial assets also include derivative financial instruments that are measured at fair
value through profit or loss.
Deferred income presented pertains to transitorily items.
Deferred tax assets and deferred tax liabilities
Deferred tax assets and deferred tax liabilities are determined using the asset-liability method.
Deferred tax assets are recognised only to the extent that it is probable that sufficient taxable
profit will be available in the future to allow the corresponding benefit of that deferred tax
asset to be realised.
Deferred tax assets and deferred tax liabilities are netted if these income tax assets and
liabilities concern the same tax authority and refer to the same tax subject or a group of
different tax subjects that are jointly assessed for income tax purposes. Deferred tax assets are
remeasured at the end of each reporting period and adjusted if necessary.
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Deferred taxes are determined on the basis of the tax rates expected in each country upon
realisation. In principle, these are based on enacted laws or legislation that has been passed at
the time of the closing date.
The assessment of deferred taxes reflects the tax consequence arising from METRO’s
expectations as of the closing date with regard to the manner in which the carrying amounts of
the assets will be realised or the liabilities will be settled.
Inventories
In accordance with IAS 2 (Inventories), merchandise held as inventories is recognised at cost of
purchase. The cost of purchase is determined either on the basis of a separate measurement of
additions or by means of the weighted average cost method. Considerations from suppliers to
be classified as a reduction in the cost of purchase are deducted when the costs of acquisition
are determined.
Merchandise is measured as of the closing date at the lower of cost or net realisable value.
Merchandise is written down on a case-by-case basis if the net realisable value declines below
the carrying amount of the inventories. Such net realisable value corresponds to the anticipated
estimated selling price less the attributable costs necessary to make the sale.
When the reasons for a write-down of the merchandise have ceased to exist, the previously
recognised impairment loss is reversed.
Trade receivables
Trade receivables are recognised at amortised cost. For the reporting period, expected
impairments determined on the basis of a provision matrix are taken into account. If there are
further doubts about their recoverability, the trade receivables are recognised at the lower
present value of the estimated future cash flows.
Income tax assets and liabilities
The income tax assets and liabilities presented relate to domestic and foreign income taxes for
the reporting period as well as prior periods. They are determined in compliance with the tax
laws of the respective country.
Income tax liabilities are calculated in accordance with IAS 12 and IFRIC 23. Recognition and
measurement requires estimates and assumptions to be made, for example whether an estimate
is made separately or together with other uncertainties, whether a probable or expected value
for the uncertainty is used, and whether changes have occurred compared to the previous
period. The detection risk is irrelevant for the accounting treatment of uncertain balance sheet
items. Accounting is based on the assumption that the tax authorities will investigate the matter
in question and that they have all relevant information at their disposal.
The group companies are subject to income taxes in various countries worldwide. In assessing
the worldwide income tax assets and liabilities, the interpretation of tax regulations in particular
may be subject to uncertainty. It cannot be ruled out that the respective tax authorities may
have different views on the correct interpretation of tax regulations. Changes in assumptions
about the correct interpretation of tax standards, for example due to changes in case law, are
reflected in the accounting treatment of uncertain income tax assets and liabilities in the
relevant financial year.
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Cash and cash equivalents
Cash and cash equivalents comprise cheques, cash on hand, bank deposits and other short-
term liquid financial assets, such as accessible deposits on lawyer trust accounts or cash in
transit, with an original term of up to 3 months. They are measured at their respective nominal
values.
Non-current assets held for sale, liabilities related to assets held for
sale and discontinued operations
In accordance with IFRS 5 (Non-current Assets Held for Sale and Discontinued Operations), an
asset is classified as a non-current asset held for sale if the respective carrying amount will be
recovered principally through a sale transaction rather than through continuing use.
Analogously, liabilities related to assets held for sale are presented separately in the balance
sheet. A sale must be feasible in practice and be planned for execution within the subsequent
12 months.
Employee benefits
Employee benefits include:
•
Short-term employee benefits
•
Post-employment benefits
•
Obligations similar to pensions
•
Termination benefits
•
Share-based payments
•
Other long-term employee benefits
Short-term employee benefits include, for example, wages and salaries, social security
contributions, paid annual leave and paid sick leave and are recognised as liabilities at the
amount (to be) disbursed as soon as the associated job performance has been rendered.
Post-employment benefits are provided in the context of defined benefit or defined
contribution plans. In the case of defined contribution plans, the obligation to make periodic
contributions to an external pension provider is recognised as expenses for post-employment
benefits at the same time as the beneficiaries provide their service. Missed payments or
prepayments to the external pension provider are accrued or deferred as liabilities or
receivables. Liabilities with a term of over 12 months are discounted.
The actuarial measurement of pension provisions for post-employment benefits plans as part of
a defined benefit plan is effected in accordance with the projected unit credit method as
stipulated by IAS 19 (Employee Benefits) on the basis of actuarial reports. Based on biometric
data, this method takes into account known pensions and pension entitlements at the closing
date as well as expected increases in future wages and pensions. Where the employee benefit
obligations determined or the fair value of the plan assets increase or decrease between the
beginning and end of a financial year as a result of experience adjustments (for example a
changed fluctuation rate) or changes in underlying actuarial assumptions, this will result in
actuarial gains and losses. These are recognised in other comprehensive income outside of
profit or loss. Effects of plan changes and curtailments are recognised fully under service costs
through profit or loss. The interest element of the addition to the provision is presented as
interest expenses as part of the financial result. Insofar as plan assets exist, the amount of the
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pension obligation is generally the result of the difference between the present value of defined
benefit obligations and the fair value of the plan assets.
Provisions for obligations similar to pensions (such as anniversary allowances and death
benefits) are based on the present value of future payment obligations to the employee or his
or her surviving dependants less any associated assets measured at fair value. The amount of
provisions is determined on the basis of actuarial reports in line with IAS 19. Actuarial gains and
losses are recognised in the period in which they are incurred.
Termination benefits comprise severance payments to employees. They are recognised as
liabilities through profit or loss when contractual or factual payment obligations towards the
employee are to be made in relation to the termination of the employment relationship. Such an
obligation exists when a formal plan for the early termination of the employment relationship is
available to which the company is bound. Benefits with terms of more than 12 months after the
reporting period are recognised at their present value.
The share bonuses granted under the share-based remuneration system are classified as cash-
settled share-based payments in accordance with IFRS 2 (Share-based Payment). For these
share-based payments, provisions are set up on a pro rata basis, measured at the fair value of
the obligations entered into. The recognition of the provision follows a prorated approach over
the underlying vesting period and is recognised in profit or loss as personnel expenses. The fair
value is remeasured at each closing date during the vesting period based on an option pricing
model. Provisions are adjusted accordingly through profit or loss.
The other long-term employee benefits include the future benefits earned by employees in
exchange for work performed in the current and previous periods (such as long-term profit
sharing). These benefits are recognised at their present value.
(Other) provisions
Long-term provisions with a term of more than 1 year are discounted to the closing date using
an interest rate for matching maturities reflecting current market expectations regarding
interest rate effects. Provisions with a term of less than 1 year are discounted accordingly, if the
interest rate effect is material. Claims for recourse are not netted with provisions, but
recognised separately as an asset if their realisation is considered virtually certain.
Provisions for restructurings are recognised if a constructive obligation for restructuring has
been formalised by means of adopting a detailed restructuring plan and its communication to
those employees affected as of the closing date.
Recognition of warranty provisions that do not fall into the scope of IFRS 15 (Revenue from
Contracts with Customers) is based on past warranty claims and the sales of the current
financial year.
(Other) financial liabilities
In accordance with IFRS 9, financial liabilities are assigned to one of the following categories:
•
At fair value through profit or loss
•
Other financial liabilities
The initial recognition of financial liabilities and the subsequent measurement of financial
liabilities at fair value through profit or loss are conducted in analogy to the corresponding
guidance as it is applied to financial assets.
All other financial liabilities are presented as such. They are measured at their amortised cost
using the effective interest method.
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Notes
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METRO ANNUAL REPORT 2022/23
116

The fair value option according to IFRS 9 is not applied to financial liabilities at METRO.
The fair values provided for the financial liabilities in the notes have been determined on the
basis of the interest rates prevailing at the closing date for the remaining terms and redemption
structures.
A financial liability is derecognised only when it has expired or when the contractual obligations
have been discharged or cancelled or have expired.
Trade liabilities
Trade liabilities are recognised at amortised cost.
Leases
Under IFRS 16, a contract is a lease or includes a lease when it conveys the right to use an
identified asset for a specified period in exchange for a consideration.
Exercising of options
Various options are available to lessees. METRO did not make use of the option of creating a
portfolio of leases with the same or similar characteristics for accounting and measurement
purposes. However, METRO exercises the option to not apply the right-of-use approach to
leases for which the underlying asset is of low value (mainly business and office equipment) or
to short-term leases (maximum term of 12 months). Rental expenses for these assets are
therefore recognised directly in the income statement.
The option to separate lease and non-lease components (services) is not exercised and the non-
lease components are included in the right-of-use assets to be recognised.
Furthermore, the option to capitalise leased intangible assets was not exercised. These assets
still fall within the scope of IAS 38.
METRO as lessee
The company recognises an asset with a right of use and a lease liability at the inception of the
lease. The right of use is initially measured at cost, which is the initial amount of the lease
liability, adjusted for any lease payments made on or before the commencement date, plus any
initially incurred direct costs, less any incentives received. The right of use is subsequently
amortised on a straight-line basis over the shorter lease term or the useful life of the underlying
asset. The lease liability is initially measured at the present value of the lease payments, which
are discounted at the interest rate inherent in the lease agreement; if this interest rate cannot
be readily determined, they are discounted at the incremental borrowing rate that the company
would have to pay for borrowing funds to acquire an asset of similar value in a similar economic
environment. To determine the incremental borrowing rate, METRO uses country- and currency-
specific reference interest rates based on risk-free rates with matching maturities, plus the
credit risk premium. This is determined for each country on a quarterly basis and is broken
down by maturity.
The lease liability is measured at amortised cost using the effective interest method. It is
remeasured if the future lease payments change as a result of a change in the index or interest
rate, if the company’s estimate of the amount expected to be payable under a residual value
guarantee changes, or if the company changes its assessment of whether it will exercise a
purchase, renewal or termination option. Extension and termination options are included in a
significant number of leases in all asset classes of METRO. Extension options (or termination
options) are included in the term of the lease if their exercise (or non-exercise in the case of
To our shareholders
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Notes
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METRO ANNUAL REPORT 2022/23
117

termination options) is sufficiently certain. In determining the lease term, management takes
into account all facts and circumstances that create an economic incentive to exercise a
renewal option or not to exercise a termination option. Examples of facts and circumstances
include the terms of the lease for the optional periods compared to market conditions,
significant improvements to the leases, costs associated with terminating the lease contract and
the significance of the underlying asset to METRO’s operations. The measurement is reviewed if
a significant event or significant change in circumstances occurs that affects this measurement.
Rights of use are recognised in the balance sheet under property, plant and equipment. Rights
of use that meet the definition of investment property are included under investment properties
and are recognised separately in the financial statements. Lease liabilities are included in
financial liabilities.
In the cash flow statement, the company has classified the redemption of lease payments and
the interest portion within financing activities. Lease payments are divided into a redemption
and an interest portion and are included in the cash flow statement in the line lease
disbursements. Lease payments for short-term leases, lease payments for leases of low-value
assets and variable lease payments not included in the measurement of the lease liability are
classified as cash flows from operating activities.
METRO as lessor
If the company is the lessor in a sublease, it determines at the inception of the lease whether
each lease is a finance lease or an operating lease. To classify each lease, the company makes
an overall assessment of whether the lease generally transfers all the risks and benefits
associated with ownership of the underlying asset. If this is the case, the lease is a finance lease;
otherwise, it is an operating lease. As part of this assessment, the company considers certain
indicators, for example whether the lease covers most of the lease term of the main lease of the
asset.
If the lease is a finance lease, the corresponding interest income from leases is recognised in
cash flow from operating activities.
If the company is an intermediate lessor, it accounts for its interest in the main lease agreement
and the sublease agreement separately. If a main lease is a short-term lease to which the
company applies the exception described above, the company classifies the sublease as an
operating lease. The company recognises lease payments it receives under operating leases as
rental income.
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METRO ANNUAL REPORT 2022/23
118

Other
Accounting for derivative financial instruments and hedge accounting
Derivative financial instruments are exclusively utilised to reduce risks. They are used in
accordance with the respective group guideline.
All derivative financial instruments that are not designated as part of a hedge accounting
relationship are measured at fair value in accordance with IFRS 9 and presented under other
financial assets or other financial liabilities.
Derivative financial instruments are measured on the basis of interbank terms and conditions,
including the credit margin or stock exchange prices applicable to METRO where appropriate –
in this respect, the average rate at the closing date is used. Where no stock exchange prices can
be used, the fair value is determined by means of accepted financial models.
In case of effective hedge accounting transactions in accordance with IAS 39, the effective
portion of the change in the derivative used as hedging instrument is recognised in other
comprehensive income as part of the cash flow hedges. A transfer to the income statement is –
in general – only processed when the underlying transaction is realised. The ineffective portion
of the change in the value of the hedging instrument is immediately reported in profit or loss.
Considerations from suppliers
Depending on the underlying circumstances, considerations from suppliers are recognised as a
reduction in the cost of purchase, a reimbursement of own costs or a payment for services
rendered. Considerations from suppliers are deferred at the closing date insofar as they have
been contractually agreed and their collection is likely to be realised. For supplier
remunerations of METRO’s costs linked to calendar year targets, the considerations from
suppliers included in the financial statement are based on appropriate extrapolations.
To our shareholders
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Combined Management Report
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Notes
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METRO ANNUAL REPORT 2022/23
119

Estimates and assumptions, management judgement
War in Ukraine
The war in Ukraine and the resulting consequences, such as the energy crisis and inflation,
continued to have a significant impact on the consolidated financial statements in financial year
2022/23. METRO is represented in both Ukraine and Russia.
Estimates and assumptions
The preparation of these consolidated financial statements was based on estimates and
assumptions, taking into account the changes in the business environment described above,
which affected the disclosure and amount of assets and liabilities, income and expenses and
contingent liabilities. Estimates and underlying assumptions with major effects were particularly
made in connection with the war in Ukraine with respect to the following situations:
•
Impairment testing of assets with and without a definite useful life, including goodwill,
brand rights with indefinite useful lives, and customer bases, if necessary including a
sensitivity analysis.
•
Recoverability of receivables – in particular trade receivables and receivables due from
suppliers.
•
Measurement of inventories, particularly with regard to write-downs to lower net realisable
values.
For METRO Russia and METRO Ukraine, goodwill was already fully impaired as of 31 March
2022.
Additionally, in the previous year, impairment losses between 50% and 100% of the remaining
carrying amount were recognised on tangible assets in stores in Ukraine that are geographically
close to the crisis areas and whose sales and earnings expectations have collapsed significantly.
Markets in Russia were analysed and impaired as needed on the basis of current earnings
expectations and real estate measurements. After impairment, the carrying amount
corresponds to the recoverable amount.
The valuation of inventories and receivables considered risk provisions that were in line with the
current business environment.
In addition to the issues resulting from the war in Ukraine, valuation adjustments may especially
arise for the following items within the next financial year:
•
Assets with and without a definite useful life, including goodwill, brand rights with
indeterminable useful lives, and customer bases. Meanwhile, short-term declines in earnings
have no impact on the existing carrying amounts of goodwill (no. 17 – goodwill and other
intangible assets and no. 18 – property, plant and equipment).
Further valuation adjustments may arise for the following items:
•
For the valuation of receivables, increased specific bad debt allowances have been made
since the beginning of the war in Ukraine, particularly in units with longer payment terms
and a high exposure to the HoReCa sector. Furthermore, the future element was reflected in
a risk-adequate amount as part of the general risk provisioning in accordance with IFRS 9
(no. 23 – trade receivables). For the risk assessment, the consequences of the war in
Ukraine, such as the energy crisis and inflation, are continuously monitored under the
current political environment.
•
Pension provisions (no. 28 – provisions for post-employment benefits plans and similar
obligations)
To our shareholders
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Combined Management Report
Consolidated financial statements
Notes
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METRO ANNUAL REPORT 2022/23
120

Management judgement
Information on the key judgemental decisions that materially affected the amounts reported in
these consolidated financial statements relates to the following circumstances or note
disclosures:
•
Determination of lease terms, taking into account relevant facts and circumstances relating
to economic incentives affecting the likelihood of tenants exercising renewal options or not
exercising termination options, as well as determination of the incremental borrowing rate
(no. 42 – leases)
To our shareholders
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Combined Management Report
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METRO ANNUAL REPORT 2022/23
121

CAPITAL MANAGEMENT
The aim of the capital management strategy of METRO is to secure the company’s business
operations to continue, to increase the value of the company, to create solid capital resources
to finance future growth and to provide for attractive dividend payments and capital service.
The capital management strategy of METRO has remained unchanged compared with the
previous year.
Equity, liabilities and net debt in the consolidated financial
statements
€ million
30/9/2022
30/9/2023
Equity before non-controlling interests
2,344
2,011
Liabilities
10,490
9,625
Net debt
3,281
3,051
Financial liabilities
4,124
3,663
thereof liabilities from leases
(2,847)
(2,621)
Cash and cash equivalents
825
591
Current financial investments1
19
21
1
Shown in the balance sheet under other financial assets (current).
The cash of our Russian group companies amounts to €101 million (30/9/2022: €119 million).
They are constantly monitored for relevant restrictions in light of increased governmental
interventions. In addition, €81 million (30/9/2022: €108 million) of the liabilities from leases are
attributable to the Russian national subsidiaries.
Local capital requirements
The capital management strategy of METRO consistently aims to ensure that the group
companies’ capital resources meet the local requirements. During financial year 2022/23, all
external capital requirements were met. This includes, for example, adherence to a defined level
of indebtedness and a fixed equity ratio.
To our shareholders
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Combined Management Report
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Notes
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METRO ANNUAL REPORT 2022/23
122

CONSOLIDATION GROUP AND INVESTMENTS
Consolidation group and investments
Besides METRO AG, all companies indirectly or directly controlled by METRO AG are included
in the consolidated financial statements if these companies individually or as a group are not
immaterial to the consolidated financial statements. Control exists if there is a possibility to
control a company’s financial and business policy through a majority of voting rights or
according to the Articles of Association, company contract or contractual agreement in order
to benefit from this company’s business activities.
Including METRO AG, 106 German (30/9/2022: 112) and 171 international (30/9/2022: 172)
companies are included in the consolidated financial statements.
The consolidation group changed as follows in financial year 2022/23:
As of 1/10/2022
284
Changes in financial year 2022/23
Companies merged with or added to other consolidated subsidiaries
−8
Disposal of shares
−2
Liquidations
−4
Newly founded companies
3
Acquisitions
4
As of 30/9/2023
277
Disclosures on shareholdings of METRO AG and the METRO group, which are a part of these
financial statements, are made in an appendix to the notes. This is included in the accounting
documents submitted to the Company Register and can also be found at
https://www.metroag.de/shareholdings.
Pursuant to § 264 Section 3 or § 264b of the German Commercial Code (HGB), some
consolidated subsidiaries are exempt from the obligation to comply with the supplementary
accounting, auditing and/or disclosure requirements which apply to corporations and certain
partnerships. These are marked accordingly in the appendix to the notes with the disclosures
on shareholdings of METRO AG and the group.
Notes to the Business Combinations
Johan i Hallen & Bergfalk (JHB)
Under the purchase contract dated 3 May 2023, METRO acquired 100% of the shares in the
following companies as of 10 May 2023:
•
JOHBECO AB, Sweden
•
Johan i Hallen & Bergfalk AB, Sweden
•
Johan i Hallen & Bergfalk Oy, Finland
The preliminary purchase price paid exclusively in cash amounts to approximately €0.1 billion.
JHB is the leading speciality provider of meat, fish and seafood, and uses the expertise of its
more than 350 employees to deliver to over 4,000 customers in Sweden and Finland, primarily
in the HoReCa sector. More than 50% of sales stem from the company’s own processing of
meat and fish. JHB is a substantial complement to METRO’s existing FSD portfolio and provides
access to one of the largest food service markets in Europe.
To our shareholders
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Combined Management Report
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Notes
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METRO ANNUAL REPORT 2022/23
123

The initial consolidation was based on the monthly financial statements as of 30 April 2023,
adjusted for material transactions. JHB is part of the segment West.
The fair values of the acquired assets and liabilities assumed as of the acquisition date were as
follows:
Acquired assets and liabilities
€ million
Assets
111
Other intangible assets
65
Property, plant and equipment
13
Deferred tax assets
2
Inventories
9
Trade receivables
16
Financial assets
1
Other non-financial assets (current)
1
Cash and cash equivalents
5
Liabilities
69
Borrowings (non-current)
7
Deferred tax liabilities
16
Trade liabilities
12
Borrowings (current)
26
Other financial liabilities (current)
4
Other non-financial liabilities (current)
2
Income tax liabilities
1
The licence price analogy method was used to determine the fair values of the acquired brand
rights. The acquired customer relationships were measured using the residual value method,
with the deduction of such cash flows that are associated with supporting assets.
The gross amount of trade receivables is €17 million, of which €1 million was assessed as
probably uncollectible at the time of the acquisition.
Costs of €1 million were incurred in connection with the transaction and are included in
administrative expenses.
With regard to the determination of the purchase price, the initial consolidation of JHB should
be considered to be preliminary. The acquisition of JHB resulted in preliminary goodwill of
€65 million, which is mainly attributable to the future earnings potential as well as the expected
synergy effects. The recognised goodwill is not deductible for tax purposes.
Since its initial consolidation on 10 May 2023, JHB has contributed €77 million to METRO’s sales
and €2 million to profit or loss for the period.
Assuming that the acquisition had taken place on 1 October 2022, JHB would have contributed
€176 million to METRO’s group sales and reduced its group profit or loss for the period by
€4 million.
To our shareholders
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Combined Management Report
Consolidated financial statements
Notes
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METRO ANNUAL REPORT 2022/23
124

Disposals of subsidiaries
Sale of the business in India
On 22 December 2022, METRO signed an agreement to sell METRO India to Reliance Retail
Ventures Limited (Reliance). Due to the increasing level of market consolidation, the
accelerated digitalisation and the intense competition, the business of METRO India no longer
aligns with METRO’s sCore growth strategy. The sale of METRO India, including all 31 wholesale
stores and the entire real estate portfolio (6 store locations), to Reliance was successfully
concluded on 11 May 2023.
METRO AG is providing certain transitional services and licences as part of the transaction to
enable the new owner to operate the business.
As a result of their classification as assets and liabilities held for sale, after consolidation
measures carried out as of the date of deconsolidation, €303 million was recognised under the
item assets held for sale in the consolidated balance sheet and €238 million was recognised
under the item liabilities related to assets held for sale.
Based on the monthly financial statements as of 30 April 2023, the assets and liabilities
disposed of as part of the deconsolidation consist of the following:
Disposed assets and liabilities
€ million
Assets
303
Other intangible assets
1
Property, plant and equipment
171
Financial assets
9
Other financial assets (non-current)
2
Other non-financial assets (non-current)
3
Inventories
60
Trade receivables
5
Other financial assets (current)
11
Other non-financial assets (current)
18
Income tax assets
2
Cash and cash equivalents
21
Liabilities
238
Provisions for post-employment benefits plans and similar obligations
3
Borrowings (non-current)
103
Trade liabilities
45
Borrowings (current)
73
Other financial liabilities (current)
7
Other non-financial liabilities (current)
7
Taking into account the outgoing cash and including the prepayment for use of the METRO
brand, the preliminary net cash inflow for the disposed assets and liabilities amounts to
€0.3 billion.
The positive EBITDA-effective earnings from the disposal of METRO India amounts to
€150 million, including transaction costs. It is fully attributable to the segment East and is
allocated to transformation gains as a portfolio measure.
The components of other comprehensive income from currency translation differences
attributable to the shareholders of METRO AG still included in the equity of METRO India until
the date of deconsolidation had an effect of €−44 million in the financial result due to the
derecognition through profit or loss.
To our shareholders
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Combined Management Report
Consolidated financial statements
Notes
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METRO ANNUAL REPORT 2022/23
125

No expenses were incurred in conjunction with the valuation of the disposal group at fair value
less costs of disposal.
Overview of the major fully consolidated group companies
Based on the amount of external group sales revenues, the following subsidiaries in particular
are considered material. Furthermore, additional companies have strategic importance (for
example METRO Markets GmbH, DISH Digital Solutions GmbH) or provide significant intra-
group services (for example METRO Sourcing International Limited, METRO Properties GmbH &
Co. KG, METRO Digital GmbH).
Name
Registered office
Group shares in %
30/9/2022 and
30/9/2023
Sales
(€ million)
2022/23
METRO FRANCE S.A.S.
Nanterre, France
100.00
5,121
METRO Deutschland GmbH
Düsseldorf, Germany
100.00
4,597
METRO Cash & Carry OOO
Moscow, Russia
100.00
2,509
METRO CASH & CARRY ROMANIA SRL
Bucharest, Romania
100.00
2,015
METRO Italia S.p.A.
San Donato Milanese,
Italy
100.00
1,948
MAKRO DISTRIBUCION MAYORISTA, S.A.U.
Madrid, Spain
100.00
1,629
Makro Cash and Carry Polska S.A.
Warsaw, Poland
100.00
1,410
MAKRO Cash & Carry CR s.r.o.
Prague, Czech Republic
100.00
1,401
Overview of subsidiaries with significant non-controlling
interests
The following table shows the financial information of METRO Cash & Carry Österreich GmbH,
headquartered in Vösendorf, Austria, with a participation rate of non-controlling shareholders
of 27%.
€ million
Non-
controlling
interests
Dividends
paid1
Non-current
assets
Current
assets
Non-current
liabilities
Current
liabilities
Sales
Profit
shares1
30/9/2022
18
6
237
103
63
211
798
3
30/9/2023
13
6
257
95
90
189
813
1
1
Attributable to non-controlling interests.
To our shareholders
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Combined Management Report
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Notes
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METRO ANNUAL REPORT 2022/23
126

Investments accounted for using the equity method
12 associates (30/9/2022: 12) and 8 joint ventures (30/9/2022: 8) are accounted for in the
consolidated financial statements using the equity method. Due to the planned disposal, the
shares in the associate WM Holding (HK) Limited are recognised and measured as assets held
for sale.
Disclosures on the major investments accounted for using the equity method can be found in
the following table.
Apart from Habib METRO Pakistan (closing date 30 June) and Košík Holding a.s. (closing date
31 March), all companies mentioned below have 31 December as the closing date. The
companies are included in the consolidated financial statements of METRO AG with their latest
available financial statements.
Habib METRO
Pakistan
OPCI FWP
OPCI FWS
EKS
Handelsgesellschaft
Miscellaneous
€ million
2021/22
2022/
23
2021/22
2022/
23
2021/22
2022/
23
2021/22
2022/23
2021/22
2022/
23
Disclosures on the
income statement
Sales revenues
11
9
19
21
18
20
82
87
132
207
Tax profit for the
period from continuing
operations
6
5
13
14
13
13
68
73
17
−15
Other comprehensive
income
–
–
–
–
–
–
–
–
0
0
Total comprehensive
income
6
5
13
14
13
13
68
73
17
−15
Dividend payments to
the group
1
0
1
1
4
4
5
6
2
2
Disclosures on the
balance sheet
Non-current assets
28
18
257
257
248
248
–
–
–
–
Current assets
23
18
10
10
5
5
80
77
–
–
Non-current liabilities
5
3
97
97
93
93
–
–
–
–
Current liabilities
3
2
0
0
0
0
12
4
–
–
Net assets
44
30
170
170
160
161
69
73
–
–
Amount of the share
(in %)
40
40
5
5
25
25
15
15
–
–
Share of the group in
the net assets
18
12
9
9
40
40
5
6
–
–
Adjustment of asset
values
10
4
–
–
–
–
−1
−1
–
–
Carrying amount of the
share in the group
28
16
9
9
40
40
4
5
28
27
METRO’s representation on the supervisory board of OPCI FRENCH WHOLESALE PROPERTIES
– FWP means that significant influence is maintained and equity accounting is appropriate,
although the investment only amounts to 5%.
The investments accounted for using the equity method within the group are mainly associate
and rental companies. The main purpose of the rental companies is to acquire, lease out and
manage assets. The assets of these real estate companies are mainly leased by METRO
companies.
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METRO ANNUAL REPORT 2022/23
127

NOTES TO THE INCOME STATEMENT
1.
Sales revenues
Revenue is allocated to the following categories:
€ million
2021/22
2022/23
Store-based and other business
23,299
23,342
Germany
4,033
4,042
West
9,200
9,296
Russia
2,413
2,031
East
7,611
7,870
Others
43
102
Delivery sales
6,386
7,099
Germany
699
855
West
2,842
3,276
Russia
492
478
East
2,344
2,490
Others
10
0
METRO MARKETS sales
69
110
Total sales
29,754
30,551
Germany
4,732
4,897
West
12,042
12,573
Russia
2,904
2,510
East
9,955
10,359
Others1
122
213
1
Including METRO MARKETS sales.
2.
Other operating income
€ million
2021/22
2022/23
Gains from the disposal of fixed assets and gains from the reversal of
impairment losses
181
232
Gains from deconsolidation
1
165
Rents incl. reimbursements of incidental rental costs
154
153
Services rendered to suppliers
125
122
Other services
145
118
Income from logistics services
254
97
Miscellaneous
211
201
1,071
1,088
The gains from the disposal of fixed assets and gains from the reversal of impairment losses
include income in the amount of €209 million from the disposal of real estate (2021/22:
€142 million), which mainly resulted from the sale of parts of the METRO Campus. The sale-and-
leaseback income from this transaction amounted to €193 million (2021/22: €0 million). In
addition, income in connection with leases of €16 million (2021/22: €34 million) was incurred.
Income from reversals of impairment losses amounts to €3 million (2021/22: €2 million).
Gains from deconsolidation relates to the disposal of METRO India.
Logistics and other services, primarily consisting of advertising services, declined due to the
discontinuation of the business with Real. Expenses from logistics services are recognised in
other operating expenses and those from advertising services in selling expenses.
Other operating income includes income from compensation payments, income from the use of
the METRO brand, cost allocations and a great number of insignificant individual items.
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Combined Management Report
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METRO ANNUAL REPORT 2022/23
128

3.
Selling expenses
Selling expenses include personnel expenses in the amount of €2,150 million (2021/22:
€2,143 million) as well as cost of material in the amount of €2,201 million (2021/22:
€2,148 million).
In the area of personnel expenses, wages and salaries increased in the current financial year,
while lower restructuring expenses were incurred.
The increase in cost of material primarily results from increased energy prices. Furthermore,
maintenance, travel and other transport costs as well as costs of payment transactions have
increased. Moreover, depreciation of property, plant and equipment has also increased. This
was countered by the decline in advertising costs.
4.
General administrative expenses
General administrative expenses include personnel expenses in the amount of €483 million
(2021/22: €568 million) as well as cost of material in the amount of €408 million (2021/22:
€396 million).
The decline in personnel expenses for the current financial year primarily results from the
decrease in variable payments as well as lower restructuring expenses.
In the previous year, personnel expenses had included the one-time expenses from the buyout
of pension obligations in the United Kingdom.
5.
Other operating expenses
Other operating expenses primarily include expenses from logistics services in the amount of
€117 million (2021/22: €217 million). The expenses are offset by income from logistics services,
which are reported under other operating income. Furthermore, losses of €10 million (2021/22:
€28 million) were incurred from the disposal of fixed assets.
There were no expenses from deconsolidation (2021/22: €131 million) or impairment losses on
goodwill (2021/22: €55 million) in the financial year.
6.
Impairment of financial assets
The result from impairment of financial assets includes impairment losses on operational
receivables from contracts with customers in the amount of €12 million (2021/22: €5 million).
This includes expenses from additions to impairment losses, income from the reversal of
impairment losses, and income from the receipt of cash and cash equivalents for financial
assets that have already been derecognised.
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METRO ANNUAL REPORT 2022/23
129

7.
Income from companies accounted for using the equity
method
Of the income from companies accounted for using the equity method, €13 million (2021/22:
€11 million) is attributable to the segment West, €0 million (2021/22: €11 million) to the segment
Others and €0 million (2021/22: €1 million) to the segment East.
8.
Other investment result
The other investment result includes the impact of the fair value measurement of investments in
the amount of €−5 million (2021/22: €15 million). Dividends from investments amounted to
€2 million (2021/22: €0 million).
It also includes the result from the fair value measurement of the shares in WM Holding (HK)
Limited, which is held for sale, amounting to €−5 million (2021/22: €−114 million) as well as the
related put option in the amount of €−30 million (2021/22: €114 million).
9.
Net interest income/interest expenses
The interest result primarily includes interest from leases. Interest from financial instruments of
the measurement categories according to IFRS 9 is included in interest income in the amount of
€15 million (2021/22: €10 million) and in interest expenses in the amount of €47 million (2021/
22: €37 million). Interest income and interest expenses from financial instruments are assigned
to the measurement categories according to IFRS 9 on the basis of the underlying transactions.
The interest expenses included here (of the measurement categories in accordance with IFRS 9)
primarily include interest expenses for issued bonds (including the Euro Commercial Paper
Programme) of €28 million (2021/22: €21 million) and for liabilities to banks of €15 million
(2021/22: €11 million).
10. Other financial result
The other financial income and expenses from financial instruments are assigned to
measurement categories according to IFRS 9 on the basis of the underlying transactions.
Besides income and expenses from the measurement of financial instruments (except
derivatives in hedging relationships), this also includes the measurement of foreign currency
positions.
€ million
2021/22
2022/23
Other financial income
727
1,030
thereof currency effects
(252)
(539)
thereof hedging transactions
(131)
(56)
Other financial expenses
−1,148
−821
thereof currency effects
(−646)
(−305)
thereof hedging transactions
(−145)
(−47)
Other financial result
−421
209
thereof from financial instruments of the measurement categories according
to IFRS 9
(−402)
(278)
thereof impairment losses on receivables from finance leases
(0)
(−15)
thereof cash flow hedges:
ineffectiveness
(2)
(−4)
The total comprehensive income from currency effects and measurement results from hedging
transactions and hedging relationships totalled €244 million (2021/22: €−408 million). The
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METRO ANNUAL REPORT 2022/23
130

main reason for the positive development of the other financial result is the exchange rate
development of the Russian rouble. As a result, positive largely non-cash income arose from
intra-group items.
The effect from the application of financial reporting in hyperinflationary economies had a
positive impact on the other financial result; income of €400 million (2021/22: €338 million)
was offset by expenses of €383 million (2021/22: €304 million).
11. Net results according to measurement categories
The key effects of income from financial instruments are as follows:
2021/22
€ million
Investments
Interest
Fair value
measurements
Currency
translations
Disposals
Impairments
Other
Net
result
Financial assets measured at amortised
cost, incl. cash and cash equivalents
0
10
0
−332
0
−15
0
−337
Financial assets at fair value through
profit or loss
129
0
−17
0
0
0
0
113
Equity instruments measured outside of
profit or loss
0
0
0
0
0
0
0
0
Financial liabilities measured at
amortised cost
0
−37
−17
−31
7
0
−4
−83
129
−27
−34
−363
7
−15
−4
−307
2022/23
€ million
Investments
Interest
Fair value
measurements
Currency
translations
Disposals
Impairments
Other
Net
result
Financial assets measured at amortised
cost, incl. cash and cash equivalents
0
14
0
256
0
−13
0
257
Financial assets at fair value through
profit or loss
−33
1
15
0
0
0
0
−17
Equity instruments measured outside of
profit or loss
0
0
0
0
0
0
0
0
Financial liabilities measured at
amortised cost
0
−47
12
0
14
0
−5
−26
−33
−31
27
257
14
−13
−5
215
The income and expenses from financial instruments are assigned to measurement categories
according to IFRS 9 on the basis of the underlying transactions.
Investment income and income effects from the disposal of investments are included in the
other investment result. This includes a result from the valuation of a put option of €−30 million
(2021/22: €114 million) in connection with the shares in WM Holding (HK) Limited. The income
and expenses from interest are part of the interest result. Income effects from the disposal of
other financial liabilities are included in earnings before interest and taxes (EBIT). The expenses
from impairments are included in the result from impairments on financial assets.
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131

12. Income taxes
Income taxes include the taxes on income paid or owed in the individual countries as well as
deferred taxes.
€ million
2021/22
2022/23
Deferred tax expense/income (+/−)
28
82
thereof from temporary differences
(8)
(75)
thereof from loss and interest carry-forwards
(20)
(7)
€ million
2021/22
2022/23
Actual taxes
168
88
thereof Germany
(13)
(17)
thereof international
(155)
(71)
thereof tax expenses/income of current period
(171)
(153)
thereof tax expenses/income of previous periods
(−3)
(−66)
Deferred taxes
28
82
thereof Germany
(2)
(14)
thereof international
(26)
(68)
196
170
The income tax rate of the German companies of METRO consists of a corporate income tax of
15.00% plus a 5.50% solidarity surcharge on corporate income tax as well as the trade tax of
14.70% given an average assessment rate of 420.00%. All in all, this results in an aggregate tax
rate of 30.53%. The tax rates are unchanged from the previous year. The income tax rates
applied to foreign companies are based on the respective laws and regulations of the individual
countries and vary within a range of 0.00% (2021/22: 9.00%) and 38.07% (2021/22: 38.07%).
In the previous year, the utilisation of loss carry-forwards and temporary differences, which
were not valued with deferred taxes, led to a reduction of the actual income tax expense of
€36 million and was related to property disposals in Japan.
The reversal of an earlier devaluation of deferred taxes had resulted in income of €4 million in
the previous year.
The tax expense in the current year includes a deferred tax expense from the devaluation of a
deferred tax asset in the amount of €37 million (2021/22: €0 million).
Applying the German group tax rate to the reported pre-tax result would result in an income
tax expense of €186 million (2021/22: €−41 million). The deviation of €−16 million (2021/22:
€237 million) from the reported tax expense of €170 million (2021/22: €196 million) can be
reconciled as follows:
€ million
2021/22
2022/23
Earnings before taxes (EBT)
−134
609
Expected income tax expenses (30.53%)
−41
186
Effects of differing national tax rates
−3
−15
Tax expenses and income relating to other periods
−3
−66
Non-deductible business expenses for tax purposes
106
62
Effects of deferred taxes
94
60
Additions and reductions for local taxes
14
−13
Tax-free income
−14
−7
Other deviations
44
−36
Income tax expenses according to the income statement
196
170
Group tax rate
−146.3%
27.9%
The item effects of differing national tax rates includes a deferred tax expense of €7 million
(2021/22: €6 million) from tax rate changes.
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METRO ANNUAL REPORT 2022/23
132

Of the current year’s tax income relating to other periods, €53 million is attributable to the exit
from Japan. An opposite effect from deferred taxes is recognised in the item effects of deferred
taxes amounting to €58 million.
The non-deductible business expenses of the current year mainly include non-profit-related
withholding tax from intra-group dividends in the amount of €24 million (2021/22: €59 million)
and additions under the External Tax Relations Act amounting to €10 million (2021/22:
€21 million).
In the current year, additions and reductions for local taxes include an effect of €−30 million
from the trade-tax-free sale of parts of the METRO Campus.
€−36 million (2021/22: €28 million) of the item other deviations relate to non-tax-deductible
effects in conjunction with portfolio adjustments.
Council Directive (EU) 2022/2523 on ensuring a minimum global tax rate of 15% based on the
OECD model entered into force in December 2022 as part of the agreement on reforming
international corporate taxation. Implementation in German law should be concluded by the
end of 2023 and applicable from 2024. This has no tax-related effect for the METRO group as
of 30 September 2023. We also do not expect material effects from the minimum tax rate in
future. Due to the differing financial year from the calendar year, the regulations will be
applicable to the METRO group as of 1 October 2024 for the first time.
13. Earnings per share
Earnings per share are determined by dividing profit or loss for the period attributable to the
shareholders of METRO AG in the amount of €439 million (30/9/2022: €−334 million) by the
weighted number of no-par-value shares. The weighted number of no-par-value shares of
363,097,253 remains unchanged from the previous year. There was no dilution in the reporting
period or the year before from so-called potential shares.
14. Depreciation/amortisation/impairment losses on non-
current assets
The impairment losses are mainly related to the reduced sales and earnings expectations as a
result of the sanctions imposed on Russia on account of the persisting war in Ukraine.
Impairment losses of €75 million relate to the segment Russia. Furthermore, impairment losses
of €6 million were recognised in the segment East, €4 million in Germany, €8 million in the
segment West and €6 million in the segment Others.
€ million
2021/22
2022/23
Amortisation of intangible assets, depreciation of property, plant and
equipment and investment properties
821
840
Impairment losses on intangible assets, property, plant and equipment and
investment properties
156
100
Impairment losses on non-current financial investments
0
0
977
939
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METRO ANNUAL REPORT 2022/23
133

15. Cost of materials
The cost of sales includes cost for raw materials, supplies and goods purchased in the amount
of €24,869 million (2021/22: €23,917 million) as well as cost of services purchased in the
amount of €26 million (2021/22: €21 million).
16. Personnel expenses
Personnel expenses can be broken down as follows:
€ million
2021/22
2022/23
Wages and salaries
2,489
2,414
Social security expenses, expenses for post-employment benefits and related
employee benefits
614
622
thereof for post-employment benefits
(57)
(37)
3,103
3,035
Wages and salaries include expenses relating to restructuring measures and severance
payments of €47 million (2021/22: €104 million). The variable remuneration declined from
€160 million in financial year 2021/22 to €93 million in financial year 2022/23. Wages and
salaries also include expenses for long-term remuneration components totalling €13 million
(2021/22: €13 million).
The average number of people employed by the group during the year was as follows:
2021/22
2022/23
Blue collar/white collar
93,203
89,440
thereof employed abroad
(76,011)
(72,286)
Apprentices/trainees
1,741
1,761
thereof employed abroad
(951)
(1,022)
94,944
91,201
This includes an absolute number of 12,743 (2021/22: 14,023) part-time employees.
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METRO ANNUAL REPORT 2022/23
134

NOTES TO THE BALANCE SHEET
17. Goodwill and other intangible assets
At the closing date, the breakdown of goodwill among the major cash-generating units was as
shown below:
30/9/2022
30/9/2023
WACC
WACC
Segment
€ million
%
€ million
%
METRO France
West
293
6.3
293
6.6
Others (each below 10% of the total
carrying amount)
354
6.1–12.6
419
6.0–12.6
647
712
Expected future cash flows are based on a qualified planning process under consideration of
intra-group experience as well as macroeconomic data collected by third-party sources. The
detailed planning period generally spans 3 years, with various scenarios being derived and
analysed with regard to their appropriateness for the impairment test. The detailed planning
period can generally be extended by up to 2 further planning years for units undergoing a
transformation process, but no use was made of this option in financial year 2022/23. Following
the detailed planning period, a growth rate of 1.25% is assumed, as in the previous year. The
capitalisation rate as the weighted average cost of capital (WACC) is determined using the
capital asset pricing model. In the process, an individual peer group is assumed for all groups of
cash-generating units operating in the same business segment. In addition, the capitalisation
rates are determined on the basis of an assumed basic interest rate of 2.45% (30/9/2022: 1.5%)
and a market risk premium of 6.97% (30/9/2022: 8.0%) in Germany as well as a beta factor of
0.86 (30/9/2022: 0.88). Country-specific risk premiums are applied to the equity cost of capital
and to the borrowing costs.
Considering the continued consistent implementation of the sCore strategy, we assume
significant sales and EBITDA growth for all companies in the detailed planning phase. For the
units with goodwill considered to be significant, this results in the following development of
sales and EBITDA until the end of the detailed planning period.
Sales
EBITDA
METRO France
Solidly rising
Significantly rising
An addition to goodwill in the amount of €65 million resulted from the acquisition of Johan i
Hallen & Bergfalk, which had decreased by €3 million as of the closing date for currency-related
reasons. Disposals of goodwill arise due to changes in the consolidation group and are reported
at the time of deconsolidation.
The development of intangible assets is shown in the following table.
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METRO ANNUAL REPORT 2022/23
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€ million
Goodwill
Intangible assets
without goodwill
(thereof internally
generated
intangible assets)
Acquisition or production costs
As of 1/10/2021
796
2,199
(1,340)
Currency translation/hyperinflation
29
36
(3)
Additions to consolidation group
46
21
(0)
Additions
0
150
(123)
Disposals
−3
−62
(−21)
Transfers
0
−3
(−33)
As of 30/9/2022
868
2,340
(1,412)
Currency translation/hyperinflation
−30
−25
(−3)
Additions to consolidation group
65
65
(0)
Additions
0
164
(134)
Disposals
−9
−478
(−427)
Reclassification in accordance with IFRS 5
0
−1
(0)
Transfers
0
2
(−2)
As of 30/9/2023
894
2,067
(1,114)
Depreciation/amortisation/impairment
As of 1/10/2021
152
1,631
(1,023)
Currency translation/hyperinflation
17
17
(3)
Additions, scheduled
0
157
(97)
Additions, impairment
55
20
(1)
Disposals
−3
−58
(−19)
Transfers
0
0
(−21)
As of 30/9/2022
221
1,768
(1,084)
Currency translation/hyperinflation
−30
−12
(−2)
Additions, scheduled
0
158
(107)
Additions, impairment
0
7
(2)
Disposals
−9
−476
(−426)
Reclassification in accordance with IFRS 5
0
−1
(0)
Transfers
0
0
(0)
As of 30/9/2023
182
1,444
(764)
Carrying amount as of 1/10/2021
644
568
(317)
Carrying amount as of 30/9/2022
647
572
(328)
Carrying amount as of 30/9/2023
712
623
(350)
The acquired brand rights changed as follows:
30/9/2022
30/9/2023
WACC
WACC
Licence rate in %
€ million
%
€ million
%
Classic Fine Foods
1.0
55
6.7
50
6.8
Pro à Pro France
0.3
33
6.3
33
6.6
Johan i Hallen & Bergfalk
1.0
–
–
23
6.6
Others
0.2–0.7
10
6.2–6.8
9
6.0–7.0
98
116
Trademark rights generally represent assets with an indefinite useful life. The expected useful
life of the trademark rights is generally indeterminable, because METRO can use these rights
without restrictions and abandoning them is not envisaged in the future. The carrying amounts
of these brands are reviewed annually for units to which goodwill is not simultaneously
allocated in line with the procedure for the respective purchase price allocations using the
licence price analogy method. Level 3 input parameters of the fair value hierarchy are applied
here. The mandatory annual impairment test confirmed the recoverability of the carrying
amounts.
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METRO ANNUAL REPORT 2022/23
136

Other intangible assets include €23 million (2021/22: €13 million) in software purchased from
third parties and still in development and €7 million (2021/22: €13 million) in concessions, rights
and licences.
Research and development expenses recognised in expenses essentially concern internally
generated software and amounted to €42 million (2021/22: €42 million).
As in the previous year, there are no material restrictions on title or right to dispose of
intangible assets. Purchasing obligations for intangible assets amounting to €2 million (30/9/
2022: €2 million) were recorded.
18. Property, plant and equipment
Property, plant and equipment recognised at €5,091 million (30/9/2022: €5,735 million)
includes own tangible assets in the amount of €3,029 million (30/9/2022: €3,608 million) and
rights of use for leased property, plant and equipment in the amount of €2,063 million (30/9/
2022: €2,126 million). The inventories and developments are each presented and explained
separately below.
The development of own tangible assets is shown in the following table.
€ million
Land and
buildings
Other plant,
business and
office
equipment
Assets under
construction
Total
Acquisition or production costs
As of 1/10/2021
5,659
2,897
94
8,649
Currency translation
575
192
8
775
Additions to consolidation group
42
3
0
45
Additions
27
69
184
281
Disposals
−98
−287
−7
−393
Reclassification in accordance with IFRS 5
−179
−1
0
−179
Transfers
−128
101
−141
−168
As of 30/9/2022
5,899
2,974
137
9,010
Currency translation/hyperinflation
−684
−222
−15
−921
Additions to consolidation group
0
2
0
3
Additions
50
91
222
364
Disposals
−87
−194
−3
−284
Reclassification in accordance with IFRS 5
−107
−54
−11
−171
Transfers
118
108
−160
65
As of 30/9/2023
5,190
2,706
170
8,066
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METRO ANNUAL REPORT 2022/23
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€ million
Land and
buildings
Other plant,
business and
office
equipment
Assets under
construction
Total
Depreciation/amortisation/impairment
As of 1/10/2021
2,931
2,163
10
5,104
Currency translation
267
133
3
403
Additions, scheduled
164
161
0
325
Additions, impairment
62
6
1
69
Disposals
−56
−260
0
−316
Reclassification in accordance with IFRS 5
−47
0
0
−48
Reversals of impairment losses
−2
0
0
−2
Transfers
−131
−2
−1
−134
As of 30/9/2022
3,188
2,200
13
5,402
Currency translation/hyperinflation
−297
−144
−4
−445
Additions, scheduled
158
155
0
312
Additions, impairment
74
4
0
78
Disposals
−83
−185
0
−267
Reclassification in accordance with IFRS 5
−28
−37
0
−65
Reversals of impairment losses
0
−2
0
−2
Transfers
22
2
0
24
As of 30/9/2023
3,034
1,994
9
5,037
Carrying amount as of 1/10/2021
2,728
734
84
3,545
Carrying amount as of 30/9/2022
2,711
774
124
3,608
Carrying amount as of 30/9/2023
2,156
711
161
3,029
The decrease in owned property, plant and equipment in the amount of €580 million results
mainly from currency translation caused by the exchange rate development of the Russian
rouble.
As in the previous year, there were no restrictions on titles in the form of liens and
encumbrances for items of property, plant and equipment.
Contractual commitments were recorded for items of property, plant and equipment in the
amount of €46 million (30/9/2022: €50 million).
The development of right-of-use assets of leased property, plant and equipment is shown in the
following table.
€ million
Land and
buildings
Vehicles
Others
Total
Net carrying amount
As of 1/10/2021
1,988
101
28
2,117
Additions
286
57
15
359
Depreciation
−248
−49
−11
−309
Impairment
−7
0
0
−7
Reclassifications and net change in consolidation group
−21
−1
0
−22
Disposals, currency translation/hyperinflation and reversals
of impairment losses
−6
−5
−1
−12
As of 30/9/2022
1,992
103
31
2,126
Additions
354
87
31
471
Depreciation
−267
−59
−12
−338
Impairment
−10
0
0
−10
Reclassifications and net change in consolidation group
−105
0
1
−104
Disposals, currency translation/hyperinflation and reversals
of impairment losses
−79
−4
−1
−83
As of 30/9/2023
1,884
128
50
2,063
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19. Investment properties
The development of investment properties is shown in the following table.
€ million
Investment
properties
(owned)
Investment
property rights of
use
Total
Acquisition or production costs
As of 1/10/2021
180
771
951
Currency translation/hyperinflation
21
−20
1
Additions to consolidation group
0
0
0
Additions
0
22
22
Disposals
−7
−30
−37
Reclassification in accordance with IFRS 5
−13
0
−13
Transfers associated with tangible assets
171
124
295
As of 30/9/2022
352
868
1,220
Currency translation/hyperinflation
1
19
20
Additions
0
6
6
Disposals
−28
−100
−128
Reclassification in accordance with IFRS 5
−80
0
−80
Transfers associated with tangible assets
0
30
30
As of 30/9/2023
245
823
1,068
Depreciation/amortisation/impairment
As of 1/10/2021
118
663
781
Currency translation/hyperinflation
15
−19
−5
Additions, scheduled
4
27
30
Additions, impairment
0
5
5
Disposals
−2
−11
−13
Reclassification in accordance with IFRS 5
−8
0
−8
Reversals of impairment losses
0
0
−1
Transfers associated with tangible assets
134
124
257
As of 30/9/2022
260
788
1,048
Currency translation/hyperinflation
0
18
19
Additions, scheduled
4
26
31
Additions, impairment
0
4
4
Disposals
−21
−94
−115
Reclassification in accordance with IFRS 5
−55
0
−55
Reversals of impairment losses
0
0
0
Transfers associated with tangible assets
0
30
30
As of 30/9/2023
190
772
962
Carrying amount as of 1/10/2021
61
109
170
Carrying amount as of 30/9/2022
92
80
172
Carrying amount as of 30/9/2023
55
51
106
The fair values of these investment properties total €252 million (30/9/2022: €440 million)
with a carrying amount of €106 million (30/9/2022: €172 million). They are determined on the
basis of internationally recognised measurement methods, particularly the comparable
valuation method and the discounted cash flow method (level 3 of the 3-level valuation
hierarchy of IFRS 13 (Fair Value Measurement)). This measurement is based on a detailed
planning period of 10 years. Aside from market rents, market-based discount rates were used as
key valuation parameters. The discount rates are determined on the basis of analyses of
relevant real estate markets as well as evaluations of comparable transactions and market
publications issued by international consulting firms. The resulting discount rates reflect the
respective country and location risk as well as the property-specific real estate risk. In addition,
project developments are considered to determine the best use.
The fair value is usually assessed by METRO PROPERTIES employees. Where deemed
appropriate and necessary, external expert appraisals are also gathered.
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METRO ANNUAL REPORT 2022/23
139

Rental income from continuing operations amounts to €114 million, with right-of-use assets
accounting for €103 million of this total (2021/22: €94 million, thereof €82 million from rights-
of-use assets). The related expenses amount to €85 million, with rights-of-use assets
accounting for €74 million (2021/22: €74 million, thereof €68 million from rights-of-use assets).
As in the previous year, there were no restrictions on titles in the form of liens and
encumbrances.
20.Other financial and other non-financial assets
Other financial assets include receivables due from suppliers in particular. Receivables due from
suppliers comprise both invoiced receivables and deferred income for subsequent supplier
compensation (for example bonuses, advertising subsidies) and creditors with debit balances.
Additionally, the other financial assets primarily consist of receivables from financing lease
agreements, a put option, receivables from credit card transactions, receivables from claims,
receivables from other financial transactions and receivables and other assets from the real
estate sector.
The other non-financial assets primarily consist of the other tax receivables in the amount of
€215 million (30/9/2022: €197 million). This item also includes prepaid expenses and deferred
income, prepayments on inventories and other non-current assets as well as raw materials and
supplies.
Furthermore, the other non-financial assets consist of contract assets and assets for the right to
recover products from a customer on settling the refund liabilities.
To our shareholders
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METRO ANNUAL REPORT 2022/23
140

21. Deferred tax assets/deferred tax liabilities
Deferred taxes relate to the following balance sheet items:
30/9/2022
30/9/2023
Change through profit
or loss – previous year
Change through profit
or loss – current year
€ million
Assets
Liabilities
Assets
Liabilities
Assets
Liabilities
Assets
Liabilities
Goodwill
18
0
13
0
−3
0
−5
0
Other intangible assets
13
136
13
148
2
4
2
1
Property, plant and equipment and
investment properties
95
716
91
643
6
−1
3
−11
Financial assets and investments
accounted for using the equity
method
4
4
4
5
0
0
0
1
Inventories
32
1
22
2
2
0
−6
2
Other financial and non-financial
assets
56
78
61
58
−4
13
5
−17
Assets held for sale
3
0
0
6
3
0
−3
5
Provisions for post-employment
benefits plans and similar obligations
64
56
64
57
−2
2
0
1
Other provisions
50
12
53
14
2
2
3
3
Financial liabilities
707
2
682
1
−30
−1
−11
−1
Other financial and non-financial
liabilities
171
26
55
20
83
−3
−102
−7
Liabilities related to assets held for
sale
0
0
0
0
0
0
0
0
Outside basis differences
58
33
0
4
−8
30
−58
−23
Hyperinflation
0
22
0
33
0
2
0
2
Write-downs of temporary
differences
−97
0
−42
0
−10
0
54
0
Loss carry-forwards
45
0
38
0
−20
0
−7
0
Carrying amount of deferred taxes
before offsetting
1,219
1,085
1,053
992
21
49
−126
−43
Offsetting
−932
−932
−902
−902
−21
−21
126
126
Carrying amount of deferred taxes
287
153
151
90
0
28
0
82
The reported balance of deferred tax assets and liabilities in the amount of €61 million (30/9/
2022: €134 million) is largely attributable to temporary differences at various foreign
subsidiaries. Based on business planning, realisation of these tax assets is to be considered
sufficiently likely.
In accordance with IAS 12 (Income Taxes), deferred tax liabilities relating to differences
between the carrying amount of a subsidiary’s pro rata equity in the balance sheet and the
carrying amount of the investment for this subsidiary in the parent company’s tax statement
must be recognised (so-called outside basis differences) if the tax benefit is likely to be realised
in the future. The deferred tax liability of €4 million recognised as of 30 September 2023 (30/
9/2022: €33 million) is attributable to planned intra-group dividend payments.
The reversal of the recognised deferred tax assets on outside basis differences in the current
year relates to the country exit in Japan.
The sum of the amount of temporary differences in connection with investments in subsidiaries
for which no deferred tax liabilities were recognised was not determined as this would have
entailed a disproportionately high effort due to the level of detail of the METRO group.
No deferred tax assets were capitalised for the following tax loss carry-forwards and interest
carry-forwards or temporary differences because realisation of the assets in the short to
medium term is not expected:
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METRO ANNUAL REPORT 2022/23
141

€ million
30/9/2022
30/9/2023
Corporate tax losses
4,430
4,447
Trade tax losses
3,940
4,026
Interest carry-forwards
116
137
Temporary differences
364
197
The trade tax loss carry-forwards for which no deferred tax assets were recognised relate to
German companies and can be carried forward without limitations.
Expiry dates of corporate tax loss carry-forwards on which no deferred taxes
have been recognised
€ million
30/9/2022
30/9/2023
Tax loss carry-forwards, corporate tax
4,430
4,447
Up to 1 year
121
72
1 to 5 years
205
168
Over 5 years
85
87
Can be carried forward without limitation
4,019
4,120
Tax effects on components of other comprehensive income
2021/22
2022/23
€ million
Before
taxes
Taxes
After taxes
Before
taxes
Taxes
After taxes
Currency differences from translating the
financial statements of foreign operations
716
0
716
−768
0
−768
thereof currency translation differences
from net investments in foreign
operations
(−20)
(0)
(−20)
(−22)
(0)
(−22)
Effective portion of gains/losses from
cash flow hedges
0
0
0
−1
0
−1
Effects from the fair value measurements
of equity instruments
−1
0
−1
1
0
1
Remeasurement of defined benefit
pension plans
151
−42
108
−9
2
−7
866
−42
824
−777
2
−775
Deferred taxes on components of other comprehensive income primarily apply to the
remeasurement of defined benefit pension plans. The other components are not tax-effective.
22. Inventories
Inventories include food merchandise in the amount of €1,785 million (30/9/2022:
€1,893 million) and non-food merchandise in the amount of €457 million (30/9/2022:
€562 million).
Negative currency effects, resulting in particular from the development of the Russian rouble,
decreased inventories by a total of €261 million.
Inventories include impairments of €116 million (30/9/2022: €130 million). The inventories are
subject to the customary or statutory retention of title.
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METRO ANNUAL REPORT 2022/23
142

23. Trade receivables
These are receivables with a remaining term of up to 1 year.
Negative currency effects, resulting in particular from the development of the Russian rouble
and the Turkish lira, decreased trade receivables by a total of €28 million.
24. Impairments of financial assets
Impairment losses as of 30 September 2023 amount to €146 million (30/9/2022: €149 million).
For trade receivables, the expected credit loss over the entire term was recorded. The
impairment losses are carried out based on previous experience with regard to maturity and
default, as well as in consideration of region- and customer-specific portfolios.
The loss default rates per maturity band of these portfolios are estimated on the basis of
previous experience with credit losses from such financial assets. The loss default rates
determined in this way are adjusted by including a projected index based on macroeconomic
developments.
Individual receivables for which there are objective indications of an impairment of
creditworthiness are impaired individually.
The following table shows the gross carrying amounts recognised as of the closing date and the
expected credit losses of trade receivables:
€ million
Total gross
receivable
as of 30/9/
2022
Range of
determined
default
rates
Thereof
subject to
risk
provision
Impairment
losses
recognised
Total gross
receivable
as of 30/9/
2023
Range of
determined
default
rates
Thereof
subject to
risk
provision
Impairment
losses
recognised
Not past due
505
0.03%−
0.61%
430
−18
534
0.07%−
0.60%
440
−15
Up to 90 days past due
103
0.09%−
3.08%
80
−1
120
0.45%−
5.73%
92
−1
91 to 180 days past due
14
0.26%−
7.98%
6
0
28
1.45%−
16.53%
9
−1
181 to 270 days past due
6
0.54%−
11.60%
3
0
10
2.61%−
24.18%
5
0
271 to 360 days past due
4
1.08%−
23.20%
2
0
11
2.17%−
32.19%
3
0
More than 360 days past
due
38
5.40%−
46.40%
2
−1
32
4.80%−
67.62%
3
−1
Gross receivable
669
524
–
735
551
–
Impairment
−87
–
−20
−83
–
−19
Maximum credit risk
582
–
–
651
–
–
Besides the impairment recognised based on the presented regional provision matrix, the risk
provision of €19 million (30/9/2022: €20 million) also includes an additional country and
customer group-specific risk provision against the backdrop of the war in Ukraine, the energy
crisis and inflation.
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METRO ANNUAL REPORT 2022/23
143

Impairment on trade receivables is reconciled according to the simplified calculation as follows:
€ million
2021/22
2022/23
As of 1/10
90
87
Addition to impairment
26
36
Reversal/utilisation of the impairment
−30
−34
Other changes
1
−5
As of 30/9
87
83
The impairments include individual impairment losses in the amount of €65 million (30/9/2022:
€67 million).
Trade receivables in the amount of €22 million (30/9/2022: €19 million) were not impaired, as
collateral is available.
METRO applies the general impairment requirements to receivables from suppliers, receivables
from credit card transactions, loans, receivables from leases and other real-estate-related
receivables. For this purpose, the receivables are divided into the risk classes of good, medium
and bad as well as individual impairment losses based on their (past-due) maturities and the
counterparty rating. The creditworthiness of the counterparties is continuously monitored so
that METRO recognises a significant increase in the credit risk and can react promptly to any
changes. No external ratings are available for the majority of METRO counterparties that are
among the above-mentioned business relationships, which is why the risk classes have been
changed to good, medium and bad. Receivables that are not yet due or that are only slightly
past due by a maximum of 30 days are primarily classified in the good risk class, and
receivables that are past due by more than 90 days are classified in the bad risk class.
Receivables that are past due by between 30 and 90 days are primarily placed in the medium
risk class. Receivables are downgraded in terms of risk class in the event of significant changes
in the counterparty’s creditworthiness. The information from the previous year has been
adjusted in accordance with these classifications.
The following table shows the gross carrying amount and the development of risk provisions in
relation to financial assets to which the general impairment requirements are applied:
€ million
Good
Medium
Bad
Specific
impairment2
Total2
Gross carrying amount as of 30/9/2022
344
61
42
77
524
Gross carrying amount as of 30/9/2023
312
22
19
110
463
Impairment
As of 1/10/2021
3
1
0
64
68
Newly originated/acquired financial assets
0
0
0
4
4
Other changes within a stage
−1
0
0
9
8
Derecognised financial assets
0
0
0
−13
−14
Utilisation
0
0
0
−6
−6
Other changes1
0
0
0
−6
−6
As of 30/9/2022
2
0
1
52
55
Newly originated/acquired financial assets
0
0
0
10
11
Other changes within a stage
0
0
0
17
18
Derecognised financial assets
−2
0
0
−19
−22
Utilisation
0
0
0
−2
−2
Other changes1
0
0
0
−4
−4
As of 30/9/2023
0
0
1
55
56
1
Currency translation differences, changes in the consolidation group and reclassifications to assets held for sale are recognised in other
changes.
2
Adjustment to the previous year due to the application of the general impairment principle to other real-estate-related receivables.
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METRO ANNUAL REPORT 2022/23
144

In addition, there are impairment losses of €7 million (30/9/2022: €7 million) on financial assets
that are subject neither to the simplified nor to the general impairment requirements.
25. Cash and cash equivalents
Cash and cash equivalents include bank deposits and other short-term liquid financial assets in
the amount of €561 million (30/9/2022: €806 million) and cheques and cash on hand in the
amount of €30 million (30/9/2022: €20 million).
There were no restrictions on title in relation to cash and cash equivalents in the previous or in
the current reporting period.
•
For more information, see the cash flow statement and no. 37 – notes to the cash flow
statement.
26. Assets held for sale
The assets held for sale in the segment East include the shares in WM Holding (HK) Limited, as
the intention is to sell them to the main shareholder in the next financial year. The measurement
of the shares at fair value less costs of disposal result in an impairment loss in the amount of
€5 million (2021/22: €114 million), which is recognised in the other investment result.
In Q1, the disposal of the parts of the campus site in Düsseldorf and the sale of the 2 locations
in Austria were successfully concluded. The disposal of the single property in Poland was
finalised in Q3. Individual properties in Turkey and the Netherlands were added in the 4th
quarter due to the intention to sell them. The sale is expected to be completed by the middle of
the coming financial year 2023/24.
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METRO ANNUAL REPORT 2022/23
145

27. Equity
The subscribed capital of METRO AG as of 30 September 2023 is fully paid in and remains
unchanged and is broken down as follows:
No-par-value bearer shares, accounting par value
of €1.00
30/9/2022
30/9/2023
Ordinary shares
Number of shares
360,121,736
360,121,736
€
360,121,736
360,121,736
Preference shares
Number of shares
2,975,517
2,975,517
€
2,975,517
2,975,517
Total shares
Number of shares
363,097,253
363,097,253
Total share capital
€
363,097,253
363,097,253
Each ordinary share entitles to a single vote in the company’s Annual General Meeting. The
ordinary shares carry full dividend rights. In contrast to ordinary shares, preference shares do
not carry voting rights but confer a preferential entitlement to profits as prescribed in § 21 of
the Articles of Association of METRO AG.
Authorised capital
The Annual General Meeting on 11 February 2022 authorised the Management Board to increase
the share capital, subject to the consent of the Supervisory Board, by issuing new ordinary
shares against cash contributions in 1 or several tranches for a total maximum of €108,929,175
by 10 February 2027 (authorised capital). Existing shareholders may exercise their subscription
rights. Subject to the consent of the Supervisory Board, the Management Board is authorised to
exclude shareholder subscription rights to offset fractional amounts. To date, the authorised
capital has not been fully utilised.
•
For more information about the voting rights, the company’s authorised capital and
contingent capital, or the authority to issue warrant and/or convertible bearer bonds, see
chapter 5 takeover-related disclosures in the combined management report.
Capital reserve and reserves retained from earnings
Prior to the effective date of the reclassification and demerger of CECONOMY AG on 12 July
2017, METRO AG was not yet a group within the meaning of IFRS 10. Accordingly, combined
financial statements of METRO Wholesale & Food Specialist GROUP (hereinafter: MWFS
GROUP) were still prepared for METRO AG’s stock exchange prospectus. Equity in the
combined financial statements was the residual amount from the combined assets and liabilities
of MWFS GROUP. Following the demerger, METRO became an independent group with
METRO AG as the listed parent company. Therefore, the equity in the consolidated financial
statements is subdivided according to legal requirements. The subscribed capital of
€363 million and the capital reserve of €6,118 million were recognised at the carrying amounts
from the Annual Financial Statements of METRO AG as of 30 September 2017. For this purpose,
a transfer was made from the equity item net assets, recognised as of 1 October 2016,
attributable to the former METRO GROUP of the combined financial statements of MWFS
GROUP. The remaining negative amount of this equity item was reclassified to other reserves
retained from earnings. Thus, it cannot be traced back to a long-term loss history.
The change from currency translation differences has a negative effect on equity in the amount
of €767 million (2021/22: €744 million). The translation of the local financial statements to the
group currency without affecting profit or loss resulted in a decrease of €796 million in other
comprehensive income, particularly due to the development of the Russian rouble. The
derecognition through profit or loss of cumulative currency differences of companies that were
To our shareholders
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METRO ANNUAL REPORT 2022/23
146

deconsolidated or discontinued within financial year 2022/23 had an opposing effect of
€29 million.
Appropriation of the balance sheet profit, dividend
Dividend distribution of METRO AG is based on the Annual Financial Statements of METRO AG
prepared under German commercial law.
With regard to the appropriation of the 2022/23 balance sheet profit of €205 million, the
Management Board of METRO AG proposes to the Annual General Meeting that it resolve to
distribute a dividend in the amount of €0.55 per ordinary share and €0.17 per preference share
totalling €201 million – including the deferred payment of the preliminary dividend of €0.17 per
preference share for financial years 2020/21 and 2021/22 – and to carry forward the remainder
to new account as retained earnings.
28. Provisions for post-employment benefits plans and similar
obligations
Provisions for post-employment benefits plans in the amount of €324 million (30/9/2022:
€332 million) consist of commitments primarily related to benefits defined by the provisions of
company pension plans. These take the form of defined benefit plans directly from the
employer (employer’s commitments) and defined benefit plans from external pension providers
(benevolent funds in Germany and international pension funds). The external providers’ assets
serve exclusively to finance the pension entitlements and qualify as plan assets. The benefits
under the different plans are based on performance and length of service.
The most important performance-based pension plans are described in the following.
Germany
METRO grants many employees in Germany retirement, disability and surviving dependant’s
benefits. New commitments are granted in the form of ‘defined benefit’ commitments in the
meaning of IAS 19 (contribution-oriented commitments pursuant to German company pension
law), which comprise a payment contribution component and an employer-matching
component. Contributions are paid to a pension insurance from which benefits are paid out
when the insured event occurs. A provision is recognised for entitlements not covered by
pension insurance.
In addition, there are various pension schemes closed for new entrants, which usually provide
for lifetime pensions from the start of the pension or from the time the disability is recognised.
Benefits are largely defined as fixed payments or on the basis of set annual increases. In special
cases, benefits are calculated in consideration of accrued statutory pension entitlements. The
commitments provide for surviving dependants’ benefits of varying sizes, depending on the
benefits the former employee received or would have received in case of disability.
There are also deferred compensation contracts with the Hamburger Pensionskasse (Hamburg
pension fund).
Netherlands
In the Netherlands, there is a defined benefit pension plan that was closed with effect from 1
January 2021 for new entrants and future increases in pension entitlements and, since then, has
been replaced by a collective defined contribution (CDC) plan for future entitlements.
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METRO ANNUAL REPORT 2022/23
147

In addition to retirement benefits, the defined benefit pension plan provides disability and
death benefits whose amount depends on the pensionable salary per year of service. Benefits
are funded through a country-specific pension fund.
The financing status of the present value of defined benefit obligations developed as follows:
€ million
30/9/2022
30/9/2023
Financing status
Present value of defined benefit obligations
917
914
Less fair value of plan assets
702
689
Asset adjustment (asset cap)
117
99
Net liability/asset
332
324
thereof recognised as a provision
(332)
(324)
thereof recognised as a net asset
(0)
(1)
The above commitments are valued on the basis of actuarial calculations in accordance with
relevant provisions of IAS 19. The basis for the measurement is the legal and economic
circumstances prevailing in each country.
The following assumptions regarding the material parameters were used in the actuarial
measurements:
30/9/2022
30/9/2023
%
Germany
Netherlands
Germany
Netherlands
Actuarial interest rate
4.10
4.20
4.60
4.70
Pension trend
2.20
2.00
2.30
2.00
As in previous years, METRO used generally recognised methods to determine the actuarial
interest rate. With these, the respective actuarial interest rate based on the yield of investment
grade corporate bonds is determined as of the closing date taking account of the currency and
maturity of the underlying obligations. The actuarial interest rate for the Eurozone is based on
the results of a method applied in a uniform manner across the group. The interest rate for this
is set on the basis of the returns of high-quality corporate bonds and the duration of
commitments. In countries without a liquid market of suitable corporate bonds, the actuarial
interest rate was determined on the basis of government bond yields.
Aside from the actuarial interest rate, the pension trend represents another key actuarial
parameter. In Germany, the rate of pension increases is derived directly from the inflation rate
insofar as pension adjustments can be determined on the basis of the increase in the cost of
living. In international companies, pension adjustments are also generally determined on the
basis of the inflation rate.
The other parameters are not relevant for the measurement of pension obligations.
The impact of changes in fluctuation and mortality assumptions was analysed for major plans.
As of 30 September 2023, the mortality rates for the German group companies are based on
the 2018 G tables provided by Heubeck-Richttafeln-GmbH.
The actuarial measurements outside of Germany are based on country-specific mortality tables.
The resulting effects of fluctuation and mortality assumptions have been deemed immaterial
and are not listed as a separate component.
If the other assumptions had remained constant, the changes to the relevant actuarial
assumptions considered reasonably possible as of the closing date would have affected the
defined benefit obligation by the amounts shown in the following.
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METRO ANNUAL REPORT 2022/23
148

30/9/2022
30/9/2023
€ million
Germany
Netherlands
Germany
Netherlands
Actuarial interest rate
Increase by 100 basis
points
−42
−74
−31
−70
Decrease by 100 basis
points
53
99
38
91
Pension trend
Increase by 25 basis points
9
12
7
12
Decrease by 25 basis
points
−9
−11
−7
−11
Changes in the present value of defined benefit obligations have developed as follows:
€ million
2021/22
2022/23
Present value of defined benefit obligations
As of the beginning of the period
1,631
917
Recognised in profit or loss under
55
44
interest expense
23
34
current service cost
16
12
past service cost (incl. curtailments and changes)
0
−2
effect from settlements
16
0
Recognised outside of profit or loss under remeasurement of defined
benefit pension plans in other comprehensive income
−449
−1
Actuarial gains/losses from
changes in demographic assumptions (−/+)
−3
1
changes in financial assumptions (−/+)
−429
5
experience-based correction (−/+)
−17
−7
Other effects
−320
−45
Benefit payments (incl. tax payments)
−266
−42
Contributions from plan participants
4
4
Change in consolidation group/transfers
−63
−3
Currency effects
5
−4
As of the end of the period
917
914
Changes in parameters on the basis of actuarial calculations led to a total change in the present
value of defined benefit obligations by €6 million (2021/22: €−432 million). In the previous
year, the transfer of plan assets to an insurance company included in the benefit payments as
part of a buyout led to a reduction in the present value of defined benefit obligations of
€217 million.
The present value of defined benefit obligations is largely attributable to Germany in the
amount of €358 million (30/9/2022: €358 million) and the Netherlands in the amount of
€453 million (30/9/2022: €453 million).
The weighted average term of defined benefit obligations is 13 years in Germany (30/9/2022:
14 years), 18 years in the Netherlands (30/9/2022: 19 years) and 9 years in the other countries
(30/9/2022: 9 years).
The present value of defined benefit obligations can be broken down as follows based on
individual groups of eligible employees:
%
30/9/2022
30/9/2023
Active members
28
20
Former claimants
35
42
Pensioners
37
38
The granting of defined benefit pension entitlements exposes METRO to various risks. These
include general actuarial risks resulting from the measurement of pension commitments (for
example interest rate risks) as well as capital and investment risks related to plan assets.
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149

With a view to the funding of future pension payments from indirect commitments and a stable
actuarial reserve, METRO primarily invests plan assets in low-risk investment forms. The funding
of direct pension commitments is secured through operating cash flow at METRO.
The fair value of plan assets developed as follows:
€ million
2021/22
2022/23
Change in plan assets
Fair value of plan assets as of beginning of period
1,175
702
Recognised in profit or loss under
18
27
interest income
18
27
Recognised outside of profit or loss under remeasurement of defined
benefit pension plans in other comprehensive income
−225
−30
Gains/losses from plan assets excl. interest income (+/−)
−225
−30
Other effects
−266
−9
Benefit payments (incl. tax payments)
−27
−18
Settlements
−217
0
Employer contributions
18
5
Contributions from plan participants
4
4
Change in consolidation group/transfers
−50
0
Currency effects
6
0
Fair value of plan assets as of end of period
702
689
The plan assets are largely attributable to Germany in the amount of €112 million (30/9/2022:
€107 million) and the Netherlands in the amount of €552 million (30/9/2022: €569 million).
The fair value of plan assets by asset category can be broken down as follows:
30/9/2022
30/9/2023
%
€ million
%
€ million
Fixed-interest securities
40
280
43
292
Shares and funds
36
256
33
230
Real estate
7
46
6
43
Other assets
17
120
18
124
100
702
100
689
Fixed-interest securities, shares and funds are regularly traded in active markets. As a result,
the relevant market prices are available. The asset category ‘fixed-interest securities’ only
includes investments in investment grade corporate bonds, government bonds and mortgage-
backed bonds (investment grade). Risk within the category ‘shares, funds’ is minimised through
geographic diversification.
The majority of real estate assets are invested in real estate funds.
Other assets essentially comprise receivables from insurance companies in Germany.
The actual loss from the plan assets amounts to €3 million in the reporting period (2021/22: loss
of €207 million). For financial year 2023/24, the company expects employer payments to
external pension providers totalling approximately €5 million and employee contributions of
€4 million in plan assets, with contributions in Germany accounting for the major share of this
total.
At 1 Dutch company, the plan asset value exceeded the value of commitments as of the closing
date. Since the company cannot draw any economic benefits from this overfunding, the balance
sheet amount was reduced to €0 in line with IAS 19.64 (b).
The change in the asset ceiling was largely recognised outside of profit or loss as a remeasuring
effect of €−22 million (2021/22: remeasuring effect of €73 million) in other comprehensive
income.
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The pension expenses of the direct and indirect post-employment benefits plan commitments
can be broken down as follows:
€ million
2021/22
2022/23
Current service cost1
16
12
Net interest expenses2
6
11
Past service cost (incl. curtailments and changes)
0
−2
Settlements
16
0
Pension expenses
38
21
1
Netted against employees’ contributions.
2
Included therein: interest effect from the adjustment of the asset ceiling.
A loss of €9 million was recognised outside of profit or loss in other comprehensive income in
financial year 2022/23. This figure is comprised of the effect from the change in actuarial
parameters in the amount of €6 million, experience-based corrections of €−7 million, the loss in
plan assets of €30 million, the change in the effect of the asset ceiling in the Netherlands of
€−22 million and the effect from hyperinflation in the amount of €2 million.
In addition to expenses from defined benefit commitments, expenses for payments to external
pension providers relating to defined contribution pension commitments of €86 million in
financial year 2022/23 (2021/22: €82 million) were recorded. These figures also include
payments to statutory pension insurance.
The provisions for obligations similar to pensions essentially comprise commitments from
employment anniversary allowances, death benefits and partial retirement plans. Provisions
amounting to €27 million (30/9/2022: €28 million) were allocated for these commitments. The
commitments are valued on the basis of actuarial expert opinions. The valuation parameters
used for this purpose are generally determined in the same way as for the post-employment
benefits plans.
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151

29. Other provisions (non-current)/provisions (current)
In the reporting period, other provisions (non-current)/provisions (current) changed as follows:
€ million
Real estate
obligations
Obligations
from trade
transactions
Restructuring
and severance
payments
Miscellaneous
Total
As of 1/10/2022
78
61
107
233
479
Currency translation
0
−3
0
−3
−6
Addition
28
53
29
193
303
Reversal
−3
−6
−14
−84
−107
Utilisation
−15
−40
−34
−107
−196
Change in consolidation group
0
0
0
0
0
Interest portion in addition/change
in interest rate
0
0
−1
0
−2
Reclassification in accordance with
IFRS 5
0
0
0
−1
−1
Transfer
0
0
−4
5
0
As of 30/9/2023
87
66
82
236
471
thereof non-current
(22)
(0)
(22)
(123)
(166)
thereof current
(66)
(66)
(60)
(113)
(305)
Provisions for real-estate-related obligations primarily concern maintenance obligations,
dismantling and removing obligations and rental commitments. The due date of the property-
related provisions depends on the remaining term of the lease agreements.
The provisions for obligations from trade transactions mainly consist of risks from subsequent
charges to suppliers, warranties, customer loyalty programmes for third-party suppliers and
other matters.
Restructuring provisions mainly relate to projects for the continued implementation of the
sCore strategy and primarily concern the segments Germany, West and Others. Depending on
the progress of the measures, payments will be made in subsequent years.
Other provisions mainly include provisions in connection with disposals of subsidiaries of
€66 million (30/9/2022: €53 million), provisions for litigation costs/risks amounting to
€37 million (30/9/2022: €40 million), provisions for remuneration components amounting to
€32 million (30/9/2022: €21 million), provisions for risks from other taxes amounting to
€32 million (30/9/2022: €24 million) and provisions for guarantee and warranty risks. The cash
outflow estimate for provisions for litigation costs/risks was based on the expected duration of
litigation. The provisions for long-term remuneration components are due in the years 2025 to
2026.
Depending on the respective term and country, interest rates for non-interest-bearing, non-
current provisions range from 2.33% to 6.87%.
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METRO ANNUAL REPORT 2022/23
152

30.Liabilities
Liabilities changed as follows:
Remaining term
Remaining term
€ million
30/9/
2022 Total
up to
1 year
1 to
5 years
over
5 years
30/9/
2023 Total
up to
1 year
1 to
5 years
over
5 years
Trade liabilities
3,855
3,855
0
0
3,667
3,667
0
0
Bonds incl. commercial papers
1,209
509
700
0
930
281
649
0
Liabilities to banks
69
64
1
4
112
108
2
2
Liabilities from leases
2,847
487
1,223
1,137
2,621
436
1,220
965
Financial liabilities
4,124
1,059
1,925
1,141
3,663
825
1,871
967
Other financial liabilities
935
896
5
34
883
857
4
23
31. Trade liabilities
Trade liabilities decreased by €188 million.
In the financial year, there were reducing currency effects amounting to €277 million, mainly
resulting from the Russian rouble and the Turkish lira.
32. Financial liabilities (excluding liabilities from leases)
The company’s medium-term and long-term financing needs are covered by a bond issuance
programme with a maximum volume of €5 billion. As of 30 September 2023, the utilised bond
issuance programme amounted to a total of €701 million (30/9/2022: €1,201 million).
Short-term financing requirements are covered through the Euro Commercial Paper
Programme (CP) with a maximum volume of €2 billion. On average, the programme was used
at €348 million during the reporting period. As of 30 September 2023, the utilisation amounted
to €225 million (30/9/2022: €0 million).
In addition, METRO has access to syndicated credit facilities totalling €1,000 million (30/9/
2022: €850 million) with terms ending in 2027. The syndicated credit facility was not utilised at
any time during the reporting period.
As of 30 September 2023, METRO had access to additional bilateral bank credit facilities
totalling €262 million (30/9/2022: €714 million). As of the closing date, €112 million (30/9/
2022: €69 million) of the bilateral credit facilities had been utilised. Of this amount, €108 million
(30/9/2022: €64 million) had a remaining term of up to 1 year. As of the closing date, there
were €150 million of free bilateral credit facilities available.
Default by a lender can be covered at any time by the existing free credit facilities or the
available money and capital market programmes. METRO therefore does not bear any creditor
default risk.
METRO principally does not provide collateral for financial liabilities.
The table below shows the maturity and interest rate structure of the financial liabilities. The
carrying amounts and fair values indicated include the interest accrued when the maturity is
less than 1 year.
Redeemable loans that are reported under liabilities to banks are listed with the remaining
terms corresponding to their redemption date.
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METRO ANNUAL REPORT 2022/23
153

Financial liabilities
€ million
30/9
Instrument
Local
currency
Nominal
volume
in € million
Interest
Carrying
amount up to
1 year
Carrying
amount
1 to 5 years
Carrying
amount over
5 years
Fair value
2023
Bonds/CP
EUR
225
Variable
224
0
0
902
2023
Bonds/CP
EUR
701
Fixed
57
649
0
2023
Liabilities to banks
EUR
50
Fixed
50
0
0
54
2023
Liabilities to banks
EUR
4
Variable
1
2
2
2023
Liabilities to banks
TRY
11
Fixed
11
0
0
11
2022
Bonds/CP
EUR
1,201
Fixed
509
700
0
1,179
2022
Liabilities to banks
EUR
6
Variable
1
1
4
6
2022
Liabilities to banks
INR
28
Fixed
28
0
0
28
The fixed interest rate on short- and medium-term financial liabilities and the interest rate
adjustment dates of all fixed-interest financial liabilities are essentially the same as those
shown. The repricing dates for variable interest rates are less than 1 year.
33. Other financial and other non-financial liabilities
Other financial liabilities include in particular payroll liabilities amounting to €556 million (30/9/
2022: €609 million).
Other non-financial liabilities in the amount of €295 million (30/9/2022: €316 million) are
primarily comprised of other tax liabilities (sales tax, wage and church tax as well as other
taxes) and contract liabilities.
Net sales realised in the financial year, which were included in the balance of contractual
liabilities at the beginning of the period, amount to €37 million (30/9/2022: €41 million). In
addition, as part of the sale of METRO India, a licence payment of €28 million received in
advance for using the METRO brand is recognised in the financial year (30/9/2022: €35 million
from the sale of the majority stake in METRO China); the income realised from it over the period
of use is reported in other operating income. As permitted by IFRS 15, no disclosures are
provided for remaining performance obligations that have an expected original maturity of
1 year or less as of 30 September 2023 or 30 September 2022.
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METRO ANNUAL REPORT 2022/23
154

34. Offsetting financial assets and financial liabilities
Financial assets and financial liabilities that are subject to offsetting agreements, enforceable
master netting arrangements and similar agreements were as follows:
30/9/2022
(a)
(b)
(c) = (a) − (b)
(d)
(e) = (c) − (d)
Gross amounts
of recognised
financial assets/
liabilities
Gross amounts
of recognised
financial assets/
liabilities that
are netted in
the
balance sheet
Net amounts of
financial assets/
liabilities that
are recognised
in the
balance sheet
Corresponding amounts that are
not netted in the balance sheet
€ million
Financial
instruments
Collateral
received/
provided
Net amount
Financial assets
Receivables due from
suppliers
363
110
253
14
0
238
Derivative financial
instruments
15
0
15
2
0
13
378
110
268
16
0
252
Financial liabilities
Trade liabilities
3,966
110
3,855
14
0
3,841
Derivative financial
instruments
17
0
17
2
0
14
3,982
110
3,872
16
0
3,855
30/9/2023
(a)
(b)
(c) = (a) − (b)
(d)
(e) = (c) − (d)
Gross amounts
of recognised
financial assets/
liabilities
Gross amounts
of recognised
financial assets/
liabilities that
are netted in
the
balance sheet
Net amounts of
financial assets/
liabilities that
are recognised
in the
balance sheet
Corresponding amounts that are
not netted in the balance sheet
€ million
Financial
instruments
Collateral
received/
provided
Net amount
Financial assets
Receivables due from
suppliers
348
103
245
11
0
235
Derivative financial
instruments
6
0
6
1
0
6
354
103
252
11
0
240
Financial liabilities
Trade liabilities
3,770
103
3,667
11
0
3,656
Derivative financial
instruments
5
0
5
1
0
5
3,775
103
3,672
11
0
3,661
The amounts that are not netted in the balance sheet include both financial instruments and
collateral. The financial instruments that have not been netted could be netted based on the
underlying framework agreements, but do not fulfil the netting criteria.
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35. Undiscounted cash flows of financial liabilities
The undiscounted cash flows of financial liabilities are as follows:
Contractual cash flows 2022
Contractual cash flows 2023
€ million
up to 1 year
1 to 5 years
over 5 years
up to 1 year
1 to 5 years
over 5 years
Bonds incl. commercial papers
519
729
0
289
665
0
Liabilities to banks
65
1
4
111
2
2
Liabilities from leases
611
1,569
1,666
540
1,483
1,234
Trade liabilities
3,855
0
0
3,666
0
0
Other financial liabilities
896
5
34
857
4
23
Currency derivatives carried as liabilities
17
0
0
5
0
0
36. Carrying amounts and fair values according to
measurement categories
The carrying amounts and fair values of recognised financial instruments are as follows:
30/9/2022
30/9/2023
€ million
Class of financial instruments and
valuation hierarchy
Carrying
amounts
Fair value
Carrying
amounts
Fair value
Loans and credit granted
Measured at amortised cost
24
25
12
13
Receivables due from suppliers
Measured at amortised cost
253
253
245
245
Trade receivables
Measured at amortised cost
601
601
674
674
Miscellaneous financial instruments
Measured at amortised cost
168
168
229
229
Investments
Financial instruments measured at fair
value through profit or loss (Level 2)
52
52
47
47
Derivative financial instruments not in a
hedging relationship
Financial instruments measured at fair
value through profit or loss (Level 2)
3
3
2
2
Securities
Financial instruments measured at fair
value through profit or loss (Level 2)
3
3
2
2
Loans and credit granted
Financial instruments measured at fair
value through profit or loss (Level 2)
5
5
7
7
Miscellaneous financial instruments
Financial instruments measured at fair
value through profit or loss (Level 3)
114
114
84
84
Investments
Financial instruments measured at fair
value in other comprehensive income
(Level 2)
2
2
3
3
Derivative financial instruments in a hedging
relationship
Derivatives in a hedging relationship
(Level 2)
12
12
4
4
Cash and cash equivalents
Measured at amortised cost
825
825
591
591
Receivables from leases
No valuation category under IFRS 9
138
140
87
87
Derivative financial instruments not in a
hedging relationship
Financial instruments measured at fair
value through profit or loss (Level 2)
16
16
4
4
Miscellaneous financial liabilities
Financial instruments measured at fair
value through profit or loss (Level 3)
1
1
1
1
Financial liabilities excluding liabilities from
leases
Measured at amortised cost
1,277
1,247
1,042
1,014
Trade liabilities
Measured at amortised cost
3,855
3,855
3,667
3,667
Miscellaneous financial liabilities
Measured at amortised cost
918
917
877
877
Derivative financial instruments in a hedging
relationship
Derivatives in a hedging relationship
(Level 2)
1
1
1
1
Liabilities from leases
No valuation category under IFRS 9
2,847
2,621
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Classes were formed based on similar risks for the respective financial instruments and
correspond to the categories of IFRS 9. Derivative financial instruments with a hedging
relationship according to IAS 39 and other financial liabilities are each assigned to a separate
class.
The fair value hierarchy comprises 3 levels which reflect the degree of closeness to the market
of the input parameters used in the determination of the fair values. In cases in which the
measurement is based on different input parameters, the fair value is attributed to the hierarchy
level corresponding to the input parameter of the lowest level that is significant for the
valuation.
Level 1 input parameters: quoted prices (that are adopted unchanged) in active markets for
identical assets or liabilities which the company can access at the valuation date.
Level 2 input parameters: other input parameters than the quoted prices assigned to level 1
which are either directly or indirectly observable for the asset or liability.
Level 3 input parameters: unobservable inputs for the asset or liability.
Of the total carrying amount of investments of €51 million (30/9/2022: €54 million), €47 million
(30/9/2022: €52 million) is measured at fair value through profit or loss. These are unlisted
financial instruments for which no active market exists either. The remaining investments
totalling €3 million (30/9/2022: €2 million) are measured at fair value recognised in equity. The
classification (FVOCInR) was chosen because investment was made in these equity instruments
with a longer-term investment horizon.
In addition, securities totalling €2 million (30/9/2022: €3 million) are recognised through profit
or loss. These primarily concern highly liquid exchange-listed money market funds.
The other financial instrument of €84 million relates to the put option in connection with the
intended disposal of the shares in WM Holding (HK) Limited.
The measurement of securities (level 1) is carried out based on quoted market prices in active
markets.
Interest rate swaps and currency transactions (all level 2) are measured using the mark-to-
market valuation method based on quoted exchange rates and market yield curves.
The measurement of investments (all level 2) is based on comparable transactions in the past.
No transfers between levels 1 and 2 were effected during the reporting period.
Financial instruments that are recognised at amortised cost in the balance sheet, but for which
the fair value is stated in the notes, are also classified according to a 3-level fair value hierarchy.
Due to their mostly short terms, the fair values of receivables due from suppliers, trade
receivables and liabilities as well as cash and cash equivalents essentially correspond to their
carrying amounts.
The measurement of the fair value of bonds, liabilities to banks and promissory note loans is
based on the market interest rate curve following the discounted cash flow method in
consideration of credit spreads (level 2). The amounts comprise the interest prorated to the
closing date.
The fair values of all other financial assets and liabilities (level 2) that are not listed on an
exchange correspond to the present value of payments underlying these balance sheet items.
The calculation was based on the applicable country-specific yield curve (level 2) as of the
closing date.
METRO has exercised a put option for the shares in WM Holding (HK) Limited. The shares are
accounted for as an asset held for sale. Since the value of the shares cannot be derived from
observable markets, but is determined by an expert using a discounted cash flow method, it is
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METRO ANNUAL REPORT 2022/23
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officially a level-3 instrument. The expected value of the purchase price less the value of the
shares represents the value of the put option. Therefore, the value of the put option
fundamentally compensates for any changes in the value of the shares – if the value of the
shares increases (decreases) by €10 million, for example, the value of the put option decreases
(increases) by a comparable amount. The effect of discounting is considered immaterial due to
the short maturity. Potential default and payment transaction risks have been appropriately
taken into consideration for the expected purchase price. Including the currency effects, an
expense totalling €30 million was recognised in the financial result as part of the fair value
measurement of the put option.
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METRO ANNUAL REPORT 2022/23
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OTHER NOTES
37. Notes to the cash flow statement
Cash flow from operating activities includes lease payments with a redemption portion of
€52 million (2021/22: €50 million) and an interest portion of €9 million (2021/22: €13 million).
The item ‘other’ in cash flow from operating activities is comprised of other taxes, payroll
liabilities, changes in other assets and liabilities as well as deferred income and prepaid
expenses. In addition, it includes adjustments of unrealised currency effects and the
reclassification of deconsolidation results recognised in EBIT.
The other investments included in cash flow from investing activities primarily relate to
payments for intangible assets.
The financial investments comprise bank deposits with a residual term of more than 3 months
to 1 year, as well as near-money-market investments that are not classified as cash and cash
equivalents, such as units in money market funds.
Proceeds from divestments mainly relate to the sale of a part of the METRO Campus.
The lease payments reported under cash flow from financing activities include the redemption
portion of €467 million (2021/22: €435 million) and an interest portion of €124 million (2021/22:
€137 million). The redemption portion includes payments for initial direct costs of an immaterial
amount.
Reconciliation of the cash flow from financial liabilities to the change in financial
liabilities reported in the balance sheet
€ million
30/9/2021
Cash item
Additions
Interest
expenses
Disposals
Consoli-
dation
group
changes
Reclassifi-
cations/
other
Changes
in
exchange
rates
30/9/
2022
Bonds incl. commercial
papers
1,816
−607
0
0
0
0
0
0
1,209
Liabilities to banks
102
−40
0
0
0
4
0
3
69
Promissory note loans
55
−55
0
0
0
0
0
0
0
Liabilities from leases
2,981
−572
370
137
−55
−9
−19
13
2,847
4,954
−1,274
370
137
−55
−4
−19
16
4,124
€ million
30/9/
2022
Cash item
Additions
Interest
expenses
Disposals
Consoli-
dation
group
changes
Reclassifi-
cations/
other
Changes
in
exchange
rates
30/9/
2023
Bonds incl. commercial
papers
1,209
−275
0
0
0
0
−3
0
930
Liabilities to banks
69
96
0
0
0
−44
0
−9
112
Promissory note loans
0
0
0
0
0
0
0
0
0
Liabilities from leases
2,847
−591
490
124
−28
−98
−47
−76
2,621
4,124
−770
490
124
−28
−143
−50
−85
3,663
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METRO ANNUAL REPORT 2022/23
159

38. Segment reporting
Segmentation follows the group’s internal reporting as it is used as a basis for resource
allocation and performance measurement by the Chief Operating Decision Maker (member of
the Management Board of METRO AG).
METRO is active in the store-based wholesale trade with the brands METRO and MAKRO as well
as in the delivery business (FSD) with the METRO delivery service and, among others, with the
supply specialists Classic Fine Foods, Pro à Pro, R Express, Aviludo, Pro a Pro Spain and Johan i
Hallen Bergfalk (JHB). Apart from that, digital solutions round off the multichannel approach.
Operating segments are aggregated to form reporting segments based on the division of the
business into individual regions. The individual regions are broken down into Germany, West,
Russia and East.
The segment Others includes in particular DISH Digital Solutions, the business unit that bundles
the group’s digitalisation initiatives. It also includes METRO MARKETS and the service
companies METRO PROPERTIES, METRO LOGISTICS, METRO DIGITAL, METRO ADVERTISING
and METRO SOURCING and others, which provide group-wide services in the areas of real
estate, logistics, information technology, advertising and procurement. METRO MARKETS is
further expanding its digital portfolio for independent restaurateurs with a new B2B online
marketplace. Through this distribution channel, METRO offers food and non-food articles from
its own product range as well as products from third parties.
The main components of segment reporting are described below:
•
External sales represent sales of the operating segments to third parties outside the group.
•
Internal sales represent sales between the group’s operating segments. These transactions
are settled at normal market conditions.
•
The term ‘transformation costs’ refers to non-regularly-recurring effects from strategic
portfolio adjustments.
•
The earnings contributions from real estate transactions include the EBITDA-effective
earnings from the disposal of land and land usage rights and/or buildings as part of a
disposal transaction. Earnings from the disposal of dedicated real estate companies or the
disposal of shares in such companies capitalised at equity are, as a result of their
commercial substance, also included in the earnings contributions from real estate
transactions. The earnings have been reduced by cost components incurred in relation to
real estate transactions.
•
EBIT is the key ratio for segment reporting and describes operating earnings for the period
before net financial result and income taxes. Intra-group rental contracts are shown as
operating leases in the segments. The rental takes place at normal market conditions. In
principle, impairment risks related to non-current assets are only shown in the segments
where they represent group risks. In analogy, this also applies to deferred assets and
liabilities, which are only shown at segment level if this was also required in the
consolidated balance sheet.
•
Segment investments include additions (including additions to the consolidation groups as
well as effects from hyperinflationary accounting) to goodwill, other intangible assets and
property, plant and equipment and investment properties. Exceptions to this are additions
due to the reclassification of assets held for sale as non-current assets.
•
In principle, transfers between segments are made based on the costs incurred from the
group’s perspective.
The reconciliation from non-current segment assets to non-current group assets is shown in the
following table:
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160

€ million
30/9/2022
30/9/2023
Non-current segment assets
7,243
6,609
Financial assets
84
71
Investments accounted for using the equity method
108
97
Deferred tax assets
287
151
Other
0
1
Non-current group assets
7,722
6,929
In addition to Germany and Russia, France accounts for significant external sales in the West
segment in financial year 2022/23 in the amount of €6,312 million (2021/22: €5,809 million) and
significant non-current segment assets in the amount of €1,236 million (30/9/2022:
€1,178 million).
39. Management of financial risks
METRO Treasury manages the financial risks of the group. These primarily concern
•
price risks,
•
liquidity risks,
•
credit risks and
•
cash flow risks.
•
For more information about the risk management system, see chapter 2 economic report –
2.2 asset, financial and earnings position – financial and asset position – financial
management in the combined management report.
Price risks
For METRO, price risks result from the impact of changes in market interest rates and/or
foreign currency exchange rates on the value of financial instruments.
Interest rate risks can arise for METRO from changes in interest rate levels. If necessary, interest
rate derivatives are used to cap these risks.
The remaining interest rate risk is assessed using a sensitivity analysis. The sensitivity analysis is
based on floating-rate financial instruments in consideration of their corresponding hedging
transactions.
As of the closing date, METRO’s remaining interest rate risk is primarily the result of variable
interest rate receivables and liabilities to banks as well as other short-term liquid financial
assets (reported under cash and cash equivalents) with an aggregate debit balance after
consideration of hedging transactions of €286 million (30/9/2022: €766 million).
Given this total balance, an interest rate rise of 10 basis points would result in a €0 million
(2021/22: €1 million) higher interest result per year. An interest rate decrease of 10 basis points
would have the opposite effect of €0 million (2021/22: €−1 million).
METRO faces currency risks in its international procurement of merchandise and because of
costs, financing, dividends and lease agreements that are incurred in a currency other than the
relevant local currency or are pegged to the development of another currency. In accordance
with the specifications of the group guideline, resulting foreign currency positions must be
hedged. Exceptions from this hedging requirement exist where hedging is not economically
reasonable and in the case of legal and regulatory restrictions in the respective countries.
METRO AG handles the group-wide coordination of the hedging measures of the group
companies and uses external derivative financial instruments as needed. Moreover, currency
risks for METRO result from the recognition of foreign currency lease liabilities and foreign
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161

currency lease receivables, which affect the amount of the other financial result due to the
exchange rate at closing date. Where possible, the risk is reduced through the use of balance
sheet hedging measures (‘natural hedge’).
The presentation of the currency risk resulting from the exceptions is also based on a sensitivity
analysis.
In terms of its amount and result characteristic, the total effect presented by the sensitivity
analysis relates to the amounts of foreign currency held within the consolidated subsidiaries of
METRO and states the effect of a depreciation of the euro.
A depreciation of the euro will result in a positive effect if a receivable in the foreign currency
exists at a subsidiary which uses the euro as its functional currency and if a liability in euros
exists at a subsidiary which does not use the euro as its functional currency. The following table
shows the nominal volumes of currency pairs in this category with a positive sign.
A depreciation of the euro will result in a negative effect if a receivable in euros exists at a
subsidiary which does not use the euro as its functional currency and if a liability in the foreign
currency exists at a subsidiary which uses the euro as its functional currency. Correspondingly,
the following table shows the nominal volumes of currency pairs in this category with a
negative sign.
By contrast, an appreciation of the euro will have the opposite effect for all currency pairs
shown below.
As of the closing date, the remaining currency risk of METRO from the important currency pairs
was as follows:
Impact of depreciation of the euro by 10%
€ million
Currency pair
Volume
30/9/2022
Volume
30/9/2023
Profit or loss for the period
+/−
+/−
CZK/EUR
+85
−9
+85
−9
PLN/EUR
+61
−6
+67
−7
RUB/EUR
−724
72
−198
20
UAH/EUR
+45
−4
+58
−6
Equity
+/−
+/−
CNY/EUR
+64
−6
+31
−3
KZT/EUR
+135
−14
+135
−13
PLN/EUR
+63
−6
+66
−7
UAH/EUR
+175
−18
+175
−18
USD/EUR
+95
−10
+68
−7
The foreign currency holdings above include intra-group balances. Foreign currency valuations
from such holdings, insofar as no hedging is undertaken, lead to results in the other financial
result as well as to compensating effects outside of profit or loss from the translation of the
local financial statements of the counterparty into the group currency, which are recognised in
other comprehensive income. This configuration mainly comes into play for cash and cash
equivalents from Russia, which were made available to the group as liquidity.
Interest rate and currency risks are substantially reduced and limited by the internal treasury
guidelines, if hedging with derivative financial instruments is possible. The group-wide
regulations specify that all hedging operations must adhere to predefined limits and must not
lead to increased risk exposure under any circumstances. METRO is aware that this severely
limits the opportunities to exploit current or expected interest rate and exchange rate
movements to optimise results.
In addition, hedging may be carried out only with standard derivative financial instruments.
As of the closing date, the following derivative financial instruments (currency transactions)
were being used for risk reduction:
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30/9/2022
30/9/2023
Fair values
Fair values
€ million
Nominal
volume1
Financial
assets
Financial
liabilities
Nominal
volume1
Financial
assets
Financial
liabilities
Forward currency contracts
411
15
17
115
6
5
thereof within cash flow hedges
(159)
(12)
(1)
(100)
(4)
(1)
thereof not part of hedges
(252)
(3)
(16)
(15)
(2)
(4)
411
15
17
115
6
5
1
Nominal volumes with a positive prefix indicate a surplus of foreign currency purchases from forward currency contracts.
The nominal volume of forward currency contracts/options and interest limitation agreements
results from the net position of the buying and selling values in foreign currency underlying the
individual transactions translated at the relevant exchange rate on the closing date.
All fair values represent the theoretical value of these instruments upon dissolution of the
transaction as of the closing date. Under the premise that instruments are held until the end of
their term, these are unrealised gains and losses that, by the end of the term, will be fully set off
by gains and losses from the underlying transactions in the case of fully effective hedging
transactions.
Currency derivatives are used primarily for the Polish zloty, the Romanian leu, the US dollar, the
Swedish krona, the Swiss franc, the British pound sterling and the Czech koruna. The average
hedging rates for METRO for the 2 particularly important currency pairs resulting from hedges
that are in a hedging relationship are as follows: 1.10 USD/EUR and 7.72 CNY/EUR. The maturity
of derivatives used for hedging purposes in the amount of €3 million (30/9/2022: €11 million) is
less than 1 year.
The effective portion of the change of the derivatives designated as cash flow hedges
recognised in other comprehensive income can be found in the following table:
€ million
2021/22
2022/23
Initial or subsequent measurement of derivative financial instruments
2
−6
Derecognition of cash flow hedges
−2
4
thereof in inventories
(0)
(0)
thereof in net financial result
(−2)
(4)
Effective portion of gains/losses from cash flow hedges
1
−1
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Liquidity risks
Liquidity risk describes the risk of being unable to procure or provide funding or being able to
only procure or provide funding at a higher cost. Liquidity risks may arise, for example, as a
result of temporary capital market disruptions, creditor defaults, insufficient credit facilities or
the absence of budgeted incoming payments. METRO AG acts as financial coordinator for the
group companies to ensure that they are provided with the necessary financing to fund their
operating and investing activities as cost-effectively and sufficiently high as possible. Cash
pooling is used for the need-based allocation of financial resources and the optimisation of
interest expenses. METRO determines the financing need of the group on the basis of short-
and medium-term liquidity planning.
Financing instruments include money and capital market products (time deposits, call money,
commercial papers and listed bonds sold as part of ongoing capital market programmes) as
well as bilateral and syndicated loans. METRO has a sufficient liquidity reserve so that liquidity
risks are not likely, even if an unexpected event has a negative financial impact on the
company’s liquidity situation. The credit facilities held as a liquidity reserve are subject to
specific credit conditions. In case that, contrary to expectations, the agreed credit terms cannot
be met in the future and no temporary adjustment of the credit terms can be negotiated with
the bank consortium, METRO has sufficient refinancing alternatives available with a similar
liquidity effect. For more information about the instruments used for financing purposes, see
the explanatory notes to the respective balance sheet items.
Credit risks
Credit risks arise from the total or partial default by a counterparty, for example through
bankruptcy, or in connection with financial investments and derivative financial instruments
with positive market values. METRO’s maximum credit risk as of the closing date is reflected by
the carrying amount of financial assets totalling €1,988 million (30/9/2022: €2,202 million).
As part of the risk management of financial investments totalling €520 million (30/9/2022:
€770 million) and derivative financial instruments with positive market values totalling
€6 million (30/9/2022: €15 million), minimum creditworthiness requirements and individual
maximum exposure limits for the engagement have been defined for all business partners of
METRO. Cheques and money in circulation are not considered in the determination of credit
risks. This is based on a system of limits laid down in the treasury guidelines, which are based
mainly on the ratings of international rating agencies, developments of credit default swaps or
internal credit assessments. An individual limit is allocated to every counterparty of METRO;
compliance is constantly monitored by the treasury systems. Cash on hand considered in cash
and cash equivalents totalling €22 million (30/9/2022: €13 million) is not exposed to any credit
risk.
Cash flow risks
A future change in interest rates may cause cash flow from variable interest rate asset and
liability items to fluctuate. Stress tests are used to determine the potential impact interest rate
changes may have on cash flow and how they can be capped through hedging transactions in
accordance with the group’s internal treasury guidelines.
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40.Contingent liabilities
There are contingent liabilities from guarantee and warranty contracts amounting to €18 million
(30/9/2022: €32 million). These are primarily rent guarantees with terms of up to 10 years if
utilisation is not considered entirely unlikely.
In addition, there are contingent liabilities from the provision of collateral for third-party
liabilities amounting to €13 million (30/9/2022: €11 million).
The present values of contingent liabilities are essentially the same as the nominal amounts.
Some of the contingent liabilities are subject to rights of recourse against third parties up to the
nominal amount.
41. Other financial commitments
The nominal value of other financial commitments amounted to €435 million (30/9/2022:
€588 million) and primarily concerned purchasing commitments from multi-year IT services and
service agreements.
42. Leases
METRO as lessee
METRO mainly rents land and buildings for its wholesale stores, distribution centres, offices and
warehouses. The leases are individually negotiated and contain a variety of different terms and
conditions.
The lease agreements for the properties are generally concluded for fixed periods of 5 to
15 years and include extension and termination options in a large number of contracts.
In addition, commercial vehicles such as trucks, forklift trucks and industrial trucks with terms
of 4 to 6 years as well as passenger cars with a lease term of 3 to 4 years are also leased.
Other leases, which account for an insignificant portion of the leases, include the rental of
technical equipment and machinery, IT infrastructure as well as business and office equipment.
•
A detailed presentation of the right-of-use assets can be found in no. 18 – property, plant
and equipment – development of right-of-use assets of leased property, plant and
equipment.
•
A maturity analysis of the liabilities from leases can be found on no. 30 – liabilities.
•
A maturity analysis of the undiscounted payments can be found in no. 35 – undiscounted
cash flows of financial liabilities.
In financial year 2022/23, there were no material expenses for variable lease payments that
were not included in the measurement of lease liabilities.
The following expenses and income in connection with leases were recognised in the income
statement.
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€ million
30/9/2022
30/9/2023
Variable rental expenses from rights of use
−5
−3
Rental expenses for short-term leases
−19
−22
Rental expenses for leases of assets of minor value
−8
−9
Total rental expenses
−32
−33
Depreciation1
−347
−378
Interest expenses
−137
−124
Income and expenses from sale-and-leaseback transactions
1
193
Income from subletting of right-of-use assets
84
89
1
Also includes depreciation on investment properties and impairment losses.
Furthermore, additions to right-of-use assets and liabilities from leases include variable rental
payments that are dependent upon price indices or inflation rates. These rental adjustments are
made annually or when contractually agreed minimum changes are exceeded. In financial year
2022/23, these rental adjustments amount to €34 million (2021/22: €15 million).
The total cash outflow, which comprises repayment of lease liabilities (interest and redemption
portion), payments for short-term leases, payments for leases of assets of minor value and
variable lease payments, amounts to €671 million (30/9/2022: €588 million).
All reasonably certain cash outflows are considered for the determination of the lease liability
and the corresponding right-of-use assets. Potential future cash outflows of €1,984 million (30/
9/2022: €2,096 million) were not included in the lease liability as of 30 September 2023
because it is not reasonably certain that the leases will be renewed or not terminated.
During the financial year, lease extensions totalling €229 million (30/9/2022: €69 million) were
exercised and included in lease liabilities using the incremental borrowing rate at the
modification date of this lease.
METRO has no significant leases that contain residual value guarantees or purchase options.
Undiscounted payment obligations for leases that had not yet been commenced on the closing
date and were thus not disclosed under lease liabilities totalled €17 million (30/9/2022:
€4 million).
In financial year 2022/23, METRO disposed of part of the METRO Campus in Düsseldorf as part
of a sale-and-leaseback transaction. The sale-and-leaseback income from the transaction
amounted to €193 million.
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METRO as lessor
Lease payments due in subsequent periods from entities outside METRO for the rental of
properties that are classified as finance leases or operating leases are shown below. In addition,
the following rental income was recognised in the income statement:
30/9/2022
30/9/2023
€ million
Finance leases
Operating leases
Finance leases
Operating leases
Up to 1 year
60
91
44
70
1 to 2 years
42
60
22
33
2 to 3 years
20
38
18
23
3 to 4 years
16
29
15
13
4 to 5 years
14
19
7
10
Over 5 years
15
40
14
31
Total of undiscounted lease receivables
167
277
120
181
Not-yet-realised interest income
−22
–
−14
–
Impairment
−7
–
−19
–
Net investment in the lease after impairment
138
–
87
–
Lease income
Fixed rental income
–
99
–
99
Variable rental income
1
0
1
0
Total rental income
1
99
1
99
Interest income
13
–
9
–
43. Remaining legal issues
Companies of the METRO group form a party to (arbitration) court proceedings as well as
antitrust and other regulatory proceedings in various countries. Insofar as the liability has been
sufficiently specified, appropriate risk provisions have been formed for these proceedings.
METRO AG and its group companies respectively have also filed claims for damages against
companies that have been convicted of illegal competition agreements (including truck and
sugar cartel).
44.Events after the closing date
Shares in WM Holding (HK) LIMITED
The sale of the 20% shareholding in WM Holding (HK) Limited was fully concluded on 13
November 2023, which led to a cash inflow of €257 million.
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45.Notes on related parties
METRO maintained the following business relations to related companies:
€ million
2021/22
2022/23
Services provided
91
55
Associates
86
55
Joint ventures
2
1
Miscellaneous related parties
4
0
Services received
88
82
Associates
80
75
Joint ventures
5
4
Miscellaneous related parties
4
3
Receivables from services provided as of 30/9
3
5
Associates
3
5
Joint ventures
0
0
Miscellaneous related parties
0
0
Liabilities from services provided as of 30/9
0
0
Associates
0
0
Joint ventures
0
0
Miscellaneous related parties
0
0
Dividends received
14
13
Transactions with associates and other related parties
The provided services mainly result from the business relations existing until 30/4/2023 with
METRO GROUP Commerce (Shanghai) Co., Ltd. (formerly METRO China) based on a service
level agreement and the granting of brand licences.
In addition, this includes services from a collaboration with Kosik Holding which has existed
since January.
The services received consisted of real estate leases in the amount of €61 million (2021/22:
€67 million; thereof €58 million from associates; 2021/22: €65 million), €11 million (2021/22:
€12 million) from services received (thereof €7 million from associates; 2021/22: €7 million; as
well as €4 million from joint ventures; 2021/22: €5 million) and €10 million from other services
from associates (2021/22: €8 million).
The balance sheet reports lease liabilities of €446 million (2021/22: €418 million) and
corresponding rights of use of €394 million (2021/22: €363 million) from rental agreements
with associates. It mainly concerned OPCI FWP France and OPCI FWS France.
Receivables from services provided were impaired in the amount of €1 million (2021/22:
€1 million).
Business relations with related parties are based on contractual agreements providing for
arm’s-length prices. As in the previous year, there were no business relations with related
natural persons and companies of management in key positions in financial year 2022/23.
Related persons (remuneration for members of management in key
positions)
The management in key positions consists of members of the Management Board and the
Supervisory Board of METRO AG.
Thus, the expenses for members of the Management Board of METRO AG amounted to
€8.0 million (2021/22: €10.1 million) for short-term benefits, as well as €5.1 million for
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termination benefits (2021/22: €4.1 million) and €0.6 million (2021/22: €0.5 million) for post-
employment benefits. The expenses for long-term benefits amounted to €3.0 million (2021/22:
€0.0 million). Income of €0.6 million (2021/22: expenses of €0.5 million) was calculated for the
share-based programmes with long-term incentive effect.
The short-term remuneration for the members of the Supervisory Board of METRO AG
amounted to €2.4 million (2021/22: €2.3 million).
The total remuneration for members of management in key positions amounted to €18.6 million
(2021/22: €17.6 million).
46.Share-based payments
Group Incentive Plan for executives
The Group Incentive Plan (GIP) is a remuneration system set up over several years that ensures
management is involved in the sustainable and long-term company development of METRO, by
satisfying the needs of shareholders, other groups associated with the company (for example
employees, customers) and the environment.
To support the future alignment of METRO, the GIP is allocated annually in separate tranches at
a fixed time. Every tranche has a term of 3 years. The GIP was granted for the first time on 1
April 2021 (financial year tranche 2020/21). Following the cyclical plan structure, an additional
tranche of the GIP has been issued to managers each year on 1 April. Since financial year 2022/
23, the remuneration systems set up over several years have no longer been share-based.
A target amount is set out in euros for the beneficiaries. The payout amount is calculated by
multiplying the target value by the factor of overall target achievement. This, in turn, is
calculated by determining the target achievements factors for each of the 3 performance
targets. The weighted arithmetic mean of the factors results in the overall target achievement
factor.
The maximum payout amount is the cap for the individual performance targets set out in the
plan (payment cap).
The overall target achievement for the tranche for financial year 2020/21 as well as the tranche
for financial year 2021/22 is expressed via the following 3 performance targets:
•
40% earnings per share (EPS).
•
50% METRO total shareholder return (METRO TSR),
•
10% sustainability component.
The earnings per share performance target (EPS) is generally calculated by comparing the
achieved EPS with a target value set out at the start of the term. Positive and negative currency
effects as well as separately reported special items/transformation costs compared to the
objective are neutralised in the EPS. Accordingly, for the measurement of the achievement of
performance targets, the EPS reported in the consolidated financial statements is adjusted for
currency effects as well as for special items/transformation costs.
The METRO TSR performance target reflects the external measurement of METRO on the
capital market across the length of the term. It is determined by comparing the relative total
shareholder return (TSR) of the METRO ordinary share to the MDAX and a comparison group of
selected competitors.
The performance achievement for the sustainability component reflects compliance with
METRO’s social responsibility and rewards compliance with economic and ecological criteria.
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Target achievement is determined via the average rating which METRO AG is awarded in an
external corporate sustainability assessment during the performance period, among other
factors.
Performance share plan for the Management Board
The annual performance share plan tranches granted to the members of the Management Board
for the financial years from 2016/17 to 2019/20 applied a multi-year performance period, which
was usually 3 years. The performance period of the tranche 2019/20 ended in financial year
2022/23.
The share quantity was calculated from the individual target amount and the arithmetic mean
of the Xetra closing prices of the METRO ordinary share in a defined period at the time of
allocation. The final number of performance shares was calculated by multiplying the
conditionally allocated performance shares by the total target achievement factor, which was
composed as follows:
•
50% total shareholder return (TSR),
•
50% earnings per share (EPS).
No payout was made from this tranche.
The TSR component was based on the relative total shareholder return (TSR) of the METRO
ordinary share compared to the MDAX and a defined peer group over the 3-year TSR
performance period. If the lower barrier of entry or less was reached, the target achievement of
the TSR component was 0.0; if it was outperformed by 5 percentage points, the factor was 1.0.
The target achievement factor for intermediate values and up to 300% was calculated using
linear interpolation or extrapolation.
The target achievement of the EPS component was determined by comparing the EPS achieved
at the end of the 3-year EPS performance period with a target value defined before the start of
the term. If the lower barrier of entry or less was reached, the target achievement of the EPS
component was 0; if the defined 100% value was reached, the factor was 1.0. The target
achievement factor for intermediate values and up to 300% was calculated using linear
interpolation or extrapolation.
The final number of performance shares was multiplied by the arithmetic mean of the Xetra
closing prices of the METRO ordinary share over a defined period including the dividends paid
for the METRO ordinary share during the performance period. The resulting payout amount was
capped at 250% of the individual target amount.
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Performance cash plan for the Management Board
The annual performance cash plan tranches granted to the members of the Management Board
in financial years 2020/21 and 2021/22 have a 4-year term.
The performance cash plan is based on the achievement of 2 performance targets:
•
60% total shareholder return (TSR),
•
40% earnings per share (EPS).
The TSR component is based on the relative total shareholder return (TSR) of the METRO
ordinary share compared to the MDAX and a defined peer group over the 3-year TSR
performance period. If the lower barrier of entry or less is reached, the target achievement of
the TSR component is 0.0; if it is outperformed by 5 percentage points, the factor is 1.0. The
target achievement factor for intermediate values and up to 300% is calculated using linear
interpolation or extrapolation.
The target achievement of the EPS component is determined by comparing the EPS achieved
at the end of the 3-year EPS performance period with a target value defined before the start of
the term. If the lower barrier of entry or less is reached, the target achievement of the EPS
component is 0; if the defined 100% value is reached, the factor is 1.0. The target achievement
factor for intermediate values and up to 300% is calculated using linear interpolation or
extrapolation.
The resulting payout amount is capped at 250% of the individual target amount.
The expenses and income of the individual plans for managers and the Management Board for
financial year 2022/23 are as follows:
Total income of €1 million (2021/22: expenses amounting to €5 million) has been incurred under
the METRO LTI plan which came due in financial year 2021/22 and has largely been paid out.
Total expenses of €6 million (2021/22: €7 million) were incurred from the 2021 tranche of the
GIP. Total expenses of €3 million (2021/22: €2 million) were incurred from the 2022 tranche of
the GIP.
Provisions of €1 million were released for the performance share plan (2021/22: income of
€3 million). A total expense of €1 million was incurred for the performance share plan (2021/22:
€4 million).
Total provisions for the plans described above amount to €26 million in financial year 2022/23
(2021/22: €21 million).
The provisions correspond to the fair value of the plans calculated pro rata temporis. This fair
value is determined by an external expert using recognised financial mathematical methods.
The basis for this is a risk-neutral, arbitrage-free valuation model of the option price theory (in
this case using Monte Carlo simulation). The input data for the simulation are measurements
and estimates of internal key figures as of the reporting date and the external market values as
of the valuation date.
To our shareholders
Goals and strategy
Combined Management Report
Consolidated financial statements
Notes
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47. Corporate body emoluments
Remuneration of members of the Management Board in financial year
2022/23
The total compensation of the members of the Management Board in financial year 2022/23
amounted to €16.6 million (2021/22: €14.6 million). Total compensation in financial year 2022/
23 consists of the fixed salary, short-term and long-term incentives as well as other
remuneration.
The non-share-based long-term variable remuneration (performance cash plan 2023) granted
to the members of the Management Board in financial year 2022/23 is stated with the addition
to the provision and amounts to €3.0 million.
In financial year 2022/23, no credit lines were granted to members of the Management Board,
nor were there any credit agreements from previous years.
Total remuneration of former members of the Management Board
The total compensation of the former members of the Management Board amounted to
€5.9 million (2021/22: €4.1 million).
Apart from that, there are congruent, reinsured liabilities from pension provisions covered by
life insurance contracts of €14.2 million towards former members of the Management Board.
•
Further information on the remuneration of the members of the Management Board is
presented in the remuneration report. The remuneration report and the corresponding
independent auditor’s report are publicly available on the METRO website at
https://www.metroag.de/en/about-us/corporate-governance.
Remuneration of members of the Supervisory Board
The total remuneration of all members of the Supervisory Board in financial year 2022/23
amounted to €2.4 million (2021/22: €2.3 million).
In financial year 2022/23, no credit lines were granted to members of the Supervisory Board,
nor were there any credit agreements from previous years.
•
Further information on the remuneration of the members of the Supervisory Board is
presented in the remuneration report. The remuneration report and the corresponding
independent auditor’s report are publicly available on the METRO website at
https://www.metroag.de/en/about-us/corporate-governance.
To our shareholders
Goals and strategy
Combined Management Report
Consolidated financial statements
Notes
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172

48.Auditor’s fees for the financial year pursuant to § 314
Section 1 No. 9 of the German Commercial Code (HGB)
The auditor KPMG AG Wirtschaftsprüfungsgesellschaft invoiced total professional fees in the
amount of €6.2 million for services rendered. €5.1 million of this amount was attributable to
professional fees for the audit of the financial statements, €0.5 million to other assurance
services and €0.6 million to other services. Only services that are consistent with the task of the
auditor of the annual financial statements and consolidated financial statements of METRO AG
were provided.
The fees for audit services provided by KPMG AG Wirtschaftsprüfungsgesellschaft relate to the
audit of the consolidated financial statements and the Annual Financial Statements of
METRO AG, including statutory mandate extensions, as well as a chosen audit focus in
conjunction with the introduction of a new ERP system. In addition, the fees for the audits of
IFRS reporting packages of subsidiaries of METRO AG for inclusion in the METRO consolidated
financial statements as well as for the audits of annual financial statements of subsidiaries under
commercial law are included. Moreover, reviews of interim financial statements were performed.
Other assurance services relate to agreed audit procedures (for example compliance
certificates and declarations of completeness in accordance with the German Packaging
Ordinance), a valuation certificate, the appropriateness review of the tax compliance
management system, the issuing of a comfort letter, the material audit of the remuneration
report and the audit of the combined non-financial statement.
Other services comprise support services for the IT crisis management team as part of the
cyberattack and quality assurance support within the framework of the optimisation of the
treasury system.
49.Declaration of conformity with the German Corporate
Governance Code
In September 2023, the Management Board and the Supervisory Board issued the annual
declaration of conformity pursuant to § 161 of the German Stock Corporation Act (AktG)
concerning the recommendations of the Government Commission on the German Corporate
Governance Code. The statement is permanently accessible on the website of METRO AG
(www.metroag.de/en).
7 December 2023
The Management Board
Dr Steffen
Greubel
Rafael Gasset
Christiane
Giesen
Claude Sarrailh
To our shareholders
Goals and strategy
Combined Management Report
Consolidated financial statements
Notes
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METRO ANNUAL REPORT 2022/23
173

To the best of our knowledge, and in accordance with the applicable reporting principles, the
consolidated financial statements ensure a true and fair view of the asset, financial and earnings position
of the group, and the combined management report includes a fair review of the development and
performance of the business and the position of the group, together with a description of the significant
opportunities and risks associated with the expected development of the group.
7 December 2023
The Management Board
Dr Steffen
Greubel
Rafael Gasset
Christiane Giesen
Claude Sarrailh
RESPONSIBILITY
STATEMENT OF THE
LEGAL
REPRESENTATIVES
To our shareholders
Goals and strategy
Combined Management Report
Consolidated financial statements
Notes
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METRO ANNUAL REPORT 2022/23
174

To METRO AG, Düsseldorf
REPORT ON THE AUDIT OF THE CONSOLIDATED
FINANCIAL STATEMENTS AND OF THE COMBINED
MANAGEMENT REPORT
Opinions
We have audited the consolidated financial statements of METRO AG, Düsseldorf, and its subsidiaries
(the Group), which comprise the consolidated balance sheet as at 30 September 2023, the consolidated
income statement, the reconciliation from profit or loss for the period to total comprehensive income,
the statement of changes in equity and consolidated cash flow statement for the financial year from
1 October 2022 to 30 September 2023, and notes to the consolidated financial statements, including a
summary of significant accounting policies. In addition, we have audited the management report of the
Company and the Group (hereinafter: “combined management report”) of METRO AG for the financial
year from 1 October 2022 to 30 September 2023.
In accordance with German legal requirements, we have not audited the content of those components of
the combined management report specified in the “Other Information” section of our auditor’s report.
In our opinion, on the basis of the knowledge obtained in the audit,
•
the accompanying consolidated financial statements comply, in all material respects, with the IFRSs
as adopted by the EU, and the additional requirements of German commercial law pursuant to
Section 315e (1) HGB [Handelsgesetzbuch: German Commercial Code] and, in compliance with these
requirements, give a true and fair view of the assets, liabilities, and financial position of the Group as
at 30 September 2023, and of its financial performance for the financial year from 1 October 2022 to
30 September 2023, and
INDEPENDENT
AUDITOR’S REPORT
To our shareholders
Goals and strategy
Combined Management Report
Consolidated financial statements
Notes
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METRO ANNUAL REPORT 2022/23
175

•
the accompanying combined management report as a whole provides an appropriate view of the
Group’s position. In all material respects, this combined management report is consistent with the
consolidated financial statements, complies with German legal requirements and appropriately
presents the opportunities and risks of future development. Our opinion on the combined
management report does not cover the content of those components of the combined management
report specified in the “Other Information” section of the auditor’s report.
Pursuant to Section 322 (3) sentence 1 HGB, we declare that our audit has not led to any reservations
relating to the legal compliance of the consolidated financial statements and of the combined
management report.
Basis for the Opinions
We conducted our audit of the consolidated financial statements and of the combined management
report in accordance with Section 317 HGB and the EU Audit Regulation No 537/2014 (referred to
subsequently as “EU Audit Regulation”) and in compliance with German Generally Accepted Standards
for Financial Statement Audits promulgated by the Institut der Wirtschaftsprüfer [Institute of Public
Auditors in Germany] (IDW). Our responsibilities under those requirements, principles and standards are
further described in the “Auditor’s Responsibilities for the Audit of the Consolidated Financial
Statements and of the Combined Management Report” section of our auditor’s report. We are
independent of the group entities in accordance with the requirements of European law and German
commercial and professional law, and we have fulfilled our other German professional responsibilities in
accordance with these requirements. In addition, in accordance with Article 10 (2)(f) of the EU Audit
Regulation, we declare that we have not provided non-audit services prohibited under Article 5 (1) of the
EU Audit Regulation. We believe that the evidence we have obtained is sufficient and appropriate to
provide a basis for our opinions on the consolidated financial statements and on the combined
management report.
Key Audit Matters in the Audit of the Consolidated Financial
Statements
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the consolidated financial statements for the financial year from 1 October 2022 to
30 September 2023. These matters were addressed in the context of our audit of the consolidated
financial statements as a whole, and in forming our opinion thereon, we do not provide a separate
opinion on these matters.
•
Impairment testing of goodwill
For the accounting policies applied, we refer to the disclosures in the notes in the section “Notes
to the group accounting principles and methods”. Disclosures on the development of goodwill as
well as impairment testing can be found in Note 17 to the consolidated financial statements.
The financial statement risk
Goodwill in the amount of EUR 712 million was reported in the consolidated financial statements of
METRO as at 30 September 2023. Goodwill is allocated pursuant to IAS 36 to groups of cash-generating
units that are expected to benefit from the business combination in which the goodwill arose. These
units are the organisational units for each country for METRO.
The recognised goodwill is tested for impairment once a year as at 30 June and, if there are any
indicators of impairment, also on an ad hoc basis.
To our shareholders
Goals and strategy
Combined Management Report
Consolidated financial statements
Notes
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METRO ANNUAL REPORT 2022/23
176

For impairment testing, the carrying amount of the respective organisational unit including allocated
goodwill is compared with its recoverable amount. If the carrying amount including allocated goodwill
exceeds the recoverable amount, there is a need for impairment. The recoverable amount is the higher of
fair value less costs to sell and value in use of the organisational unit. Fair value is measured according to
the discounted cash flow method.
The impairment test is complex and is based on a number of discretionary assumptions. It is based on
cash flow planning, the starting point of which is the multi-year plan prepared by METRO. Future cash
flows are discounted using the weighted average cost of capital of the respective organisational unit.
The result of this impairment testing is highly dependent upon estimates of the expected business and
earnings performance of the organisational units as well as the cost of capital used and is therefore
subject to considerable uncertainty.
There is a risk for the financial statements that impairment losses are not recognised in the correct
amount. IAS 36 requires extensive disclosures in the notes. There is the risk that the disclosures in the
notes are not complete and adequate.
Our audit approach
We evaluated how indicators of goodwill impairment are identified by METRO. To assess the annual
impairment test, we made a risk-oriented, deliberate selection of the organisational units with goodwill.
For the selected organisational units, we assessed the appropriateness of the key assumptions and the
calculation method of the Company with the involvement of our valuation specialists. To this end, we
discussed and assessed the expected business and earnings development with regard to sales revenue
and margin development in the detailed planning horizon with those responsible for planning. We also
reconciled this information with internally available documents, such as monthly reports and strategic
planning documentation, as well as the budget prepared by the Management Board and approved by
the Supervisory Board. We additionally assessed the consistency of the assumptions by reconciling them
with general and industry-specific market expectations.
In this regard, we also confirmed the appropriateness of METRO’s budget process. As a result of the
existing uncertainties, METRO has prepared multi-year planning based on scenarios. Finally, we critically
analysed previous adherence to budget on the basis of past target/actual deviations prepared by
METRO.
To assess the methodically and mathematically correct implementation of the valuation method, we
verified the Company’s valuation using our own calculations and analysed deviations.
In view of the high sensitivity of the calculated fair values to changes in the cost of capital, we analysed –
taking into account country-specific particulars – the underlying assumptions and data of the cost of
capital and assessed the calculation formula for computational and formal accuracy.
We also audited the completeness and adequacy of the disclosures in the notes to the consolidated
financial statements pursuant to IAS 36.
Our observations
The valuation model used for impairment testing is appropriate and in line with applicable IFRS
accounting policies. The Company’s assumptions and data used for measurement are within an
appropriate range and are balanced. The disclosures made in the notes in this connection are
appropriate.
To our shareholders
Goals and strategy
Combined Management Report
Consolidated financial statements
Notes

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METRO ANNUAL REPORT 2022/23
177

•
Impairment testing of land, buildings and right-of-use assets
For the accounting policies applied, we refer to the disclosures in the notes in the section entitled
“Notes to the group accounting principles and methods”. Disclosures on movements in property,
plant and equipment are provided under Note 18 in the notes to the consolidated financial
statements. We also refer to Note 14 in the notes on depreciation and impairment of non-current
assets.
The financial statement risk
The consolidated financial statements of METRO as at 30 September 2023 report land and buildings
with a carrying amount of EUR 2,156 million and right-of-use assets (according to IFRS 16) with a
carrying amount of EUR 2,063 million, which includes EUR 1,884 million relating to land and buildings. In
the reporting year, impairment losses totalling EUR 84 million were recognised for land, buildings and
right-of-use assets.
In accordance with IAS 36, real estate and right-of-use assets must be tested for impairment if there are
any indications of potential impairment. Operating performance and the real estate market are relevant
indicators of any potential impairment. Pursuant to IAS 36, the carrying amount of the affected cash-
generating unit must be compared with the recoverable amount for impairment testing purposes. The
recoverable amount of a cash-generating unit is the higher of its fair value less costs to sell and its value
in use. METRO regularly carries out impairment tests based on fair value less costs to sell. The basis for
measurement is the present value of the future cash flows of the respective cash-generating unit, which
is determined using the discounted cash flow method.
Impairment testing is based on the cash flow planning of the cash-generating unit. Future cash flows are
discounted using the country-specific cost of capital and the discount and capitalisation rates specific to
real estate The result of impairment testing is highly dependent on the estimate of future cash flows and
market rent, as well as on the country-specific cost of capital and the real estate-specific discounting
and capitalisation rates used and, therefore, is subject to considerable uncertainty.
The impairment losses recognized relate primarily to METRO Russia stores (EUR 75 million) and result in
particular from reduced sales and earnings expectations in connection with the sanctions imposed on
Russia due to the ongoing war in Ukraine. There is the risk that necessary impairment losses are not
recognised in the correct amount or are recognised too late.
Our audit approach
We evaluated how indications of impairment of land, buildings and right-of-use assets are identified by
METRO.
Our audit, which we carried out with the involvement of our own valuation experts, included, among
others, assessing the appropriateness of the valuation method underlying the impairment testing,
particularly in terms of the accounting policies used as well as formal and computational accuracy.
We also confirmed the appropriateness of the future cash flows and market rents used in the calculation,
among others, by comparing this information with the current budget figures as well as through
comparison with general and use-specific market data. In this regard, we also confirmed the
appropriateness of METRO’s budget process. As a result of the existing uncertainties, METRO has
prepared multi-year planning based on scenarios. We analysed previous adherence to the budget on the
basis of past target/actual deviations prepared by METRO.
To assess the methodically and mathematically correct implementation of the valuation method, we
verified the Company’s calculation of real estate’s fair value by using our own calculations and analysed
deviations.
To our shareholders
Goals and strategy
Combined Management Report
Consolidated financial statements
Notes
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METRO ANNUAL REPORT 2022/23
178

Furthermore, we evaluated the country-specific cost of capital as well as the real estate-specific discount
and capitalisation rates.
Our observations
The indications of impairment of land, buildings and right-of-use assets were appropriately identified.
The valuation method used for impairment testing is appropriate and in line with applicable accounting
policies. The Company’s assumptions and data used for measurement are appropriate and balanced.
Other Information
The Management Board and/or the Supervisory Board are/is responsible for the other information. The
other information comprises the following components of the combined management report, whose
content was not audited:
•
the combined non-financial statement for the Company and the Group, which is contained in section
1.3 of the combined management report,
•
the combined corporate governance statement for the Company and the Group referred to in the
combined management report, and
•
information extraneous to management reports and marked as unaudited.
The other information also includes the remaining parts of the annual report. The other information does
not include the consolidated financial statements, the combined management report information audited
for content and our auditor’s report thereon.
Our opinions on the consolidated financial statements and on the combined management report do not
cover the other information, and consequently we do not express an opinion or any other form of
assurance conclusion thereon.
In connection with our audit, our responsibility is to read the other information and, in so doing, to
consider whether the other information
•
is materially inconsistent with the consolidated financial statements, with the combined management
report information audited for content or our knowledge obtained in the audit, or
•
otherwise appears to be materially misstated.
In accordance with our engagement, we have performed a separate (limited assurance) financial audit of
the non-financial statement. With regard to the nature, scope and results of this assurance engagement,
we draw attention to our assurance report dated 7 December 2023.
Responsibilities of the Management Board and the Supervisory
Board for the Consolidated Financial Statements and the Combined
Management Report
The Management Board is responsible for the preparation of consolidated financial statements that
comply, in all material respects, with IFRSs as adopted by the EU and the additional requirements of
German commercial law pursuant to Section 315e (1) HGB and that the consolidated financial statements,
in compliance with these requirements, give a true and fair view of the assets, liabilities, financial
position, and financial performance of the Group. In addition, the Management Board is responsible for
such internal control as it has determined necessary to enable the preparation of consolidated financial
statements that are free from material misstatement, whether due to fraud (i.e., fraudulent financial
reporting and misappropriation of assets) or error.
To our shareholders
Goals and strategy
Combined Management Report
Consolidated financial statements
Notes
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METRO ANNUAL REPORT 2022/23
179

In preparing the consolidated financial statements, the Management Board is responsible for assessing
the Group’s ability to continue as a going concern. They also have the responsibility for disclosing, as
applicable, matters related to going concern. In addition, they are responsible for financial reporting
based on the going concern basis of accounting unless there is an intention to liquidate the Group or to
cease operations, or there is no realistic alternative but to do so.
Furthermore, the Management Board is responsible for the preparation of the combined management
report that, as a whole, provides an appropriate view of the Group’s position and is, in all material
respects, consistent with the consolidated financial statements, complies with German legal
requirements, and appropriately presents the opportunities and risks of future development. In addition,
the Management Board is responsible for such arrangements and measures (systems) as they have
considered necessary to enable the preparation of a combined management report that is in accordance
with the applicable German legal requirements, and to be able to provide sufficient appropriate evidence
for the assertions in the combined management report.
The Supervisory Board is responsible for overseeing the Group’s financial reporting process for the
preparation of the consolidated financial statements and of the combined management report.
Auditor’s Responsibilities for the Audit of the Consolidated Financial
Statements and of the Combined Management Report
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements
as a whole are free from material misstatement, whether due to fraud or error, and whether the
combined management report as a whole provides an appropriate view of the Group’s position and, in
all material respects, is consistent with the consolidated financial statements and the knowledge
obtained in the audit, complies with the German legal requirements and appropriately presents the
opportunities and risks of future development, as well as to issue an auditor’s report that includes our
opinions on the consolidated financial statements and on the combined management report.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with Section 317 HGB and the EU Audit Regulation and in compliance with German Generally
Accepted Standards for Financial Statement Audits promulgated by the Institut der Wirtschaftsprüfer
(IDW) will always detect a material misstatement. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these consolidated financial statements and this
combined management report.
We exercise professional judgement and maintain professional scepticism throughout the audit. We also:
•
Identify and assess the risks of material misstatement of the consolidated financial statements and of
the combined management report, whether due to fraud or error, design and perform audit
procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to
provide a basis for our opinions. The risk of not detecting a material misstatement resulting from
fraud is higher than the risk of not detecting a material misstatement resulting from error, as fraud
may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal
controls.
•
Obtain an understanding of internal control relevant to the audit of the consolidated financial
statements and of arrangements and measures (systems) relevant to the audit of the combined
management report in order to design audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of these systems.
•
Evaluate the appropriateness of accounting policies used by the Management Board and the
reasonableness of estimates made by the Management Board and related disclosures.
To our shareholders
Goals and strategy
Combined Management Report
Consolidated financial statements
Notes
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METRO ANNUAL REPORT 2022/23
180

•
Conclude on the appropriateness of the Management Board’s use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty exists related
to events or conditions that may cast significant doubt on the Group’s ability to continue as a going
concern. If we conclude that a material uncertainty exists, we are required to draw attention in the
auditor’s report to the related disclosures in the consolidated financial statements and in the
combined management report or, if such disclosures are inadequate, to modify our respective
opinions. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s
report. However, future events or conditions may cause the Group to cease to be able to continue as
a going concern.
•
Evaluate the overall presentation, structure and content of the consolidated financial statements,
including the disclosures, and whether the consolidated financial statements present the underlying
transactions and events in a manner that the consolidated financial statements give a true and fair
view of the assets, liabilities, financial position and financial performance of the Group in compliance
with IFRSs as adopted by the EU and the additional requirements of German commercial law
pursuant to Section 315e (1) HGB.
•
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express opinions on the consolidated financial statements and
on the combined management report. We are responsible for the direction, supervision and
performance of the group audit. We remain solely responsible for our opinions.
•
Evaluate the consistency of the combined management report with the consolidated financial
statements, its conformity with [German] law, and the view of the Group’s position it provides.
•
Perform audit procedures on the prospective information presented by the Management Board in
the combined management report. On the basis of sufficient appropriate audit evidence we evaluate,
in particular, the significant assumptions used by the Management Board as a basis for the
prospective information, and evaluate the proper derivation of the prospective information from
these assumptions. We do not express a separate opinion on the prospective information and on the
assumptions used as a basis. There is a substantial unavoidable risk that future events will differ
materially from the prospective information.
We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with the
relevant independence requirements, and communicate with them all relationships and other matters
that may reasonably be thought to bear on our independence, and where applicable, the actions taken
or safeguards applied to eliminate independence threats.
From the matters communicated with those charged with governance, we determine those matters that
were of most significance in the audit of the consolidated financial statements of the current period and
are therefore the key audit matters. We describe these matters in our auditor’s report unless law or
regulation precludes public disclosure about the matter.
To our shareholders
Goals and strategy
Combined Management Report
Consolidated financial statements
Notes

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METRO ANNUAL REPORT 2022/23
181

OTHER LEGAL AND REGULATORY REQUIREMENTS
Report on the Assurance on the Electronic Rendering of the
Consolidated Financial Statements and the Combined Management
Report Prepared for Publication Purposes in Accordance with
Section 317 (3a) HGB
We have performed assurance work in accordance with Section 317 (3a) HGB to obtain reasonable
assurance about whether the rendering of the consolidated financial statements and the combined
management report (hereinafter the “ESEF documents”) contained in the electronic file
“OneDrive_2023-12-01.zip” (SHA256-Hashwert:
2c9e88388e726591f2ebb3f7b5d68f7bb7d754b748dc91d9d671a01995b166cd)made available and
prepared for publication purposes complies in all material respects with the requirements of
Section 328 (1) HGB for the electronic reporting format (“ESEF format”). In accordance with German
legal requirements, this assurance work extends only to the conversion of the information contained in
the consolidated financial statements and the combined management report into the ESEF format and
therefore relates neither to the information contained in these renderings nor to any other information
contained in the file identified above.
In our opinion, the rendering of the consolidated financial statements and the combined management
report contained in the electronic file made available, identified above and prepared for publication
purposes complies in all material respects with the requirements of Section 328 (1) HGB for the
electronic reporting format. Beyond this assurance opinion and our audit opinion on the accompanying
consolidated financial statements and the accompanying combined management report for the financial
year from 1 October 2022, to 30 September 2023 contained in the “Report on the Audit of the
Consolidated Financial Statements and the Combined Management Report” above, we do not express
any assurance opinion on the information contained within these renderings or on the other information
contained in the file identified above.
We conducted our assurance work on the rendering of the consolidated financial statements and the
combined management report contained in the file made available and identified above in accordance
with Section 317 (3a) HGB and the IDW Assurance Standard: Assurance Work on the Electronic
Rendering of Financial Statements and Management Reports Prepared for Publication Purposes in
Accordance with Section 317 (3a) HGB (IDW AsS 410 (06.2022)) and the International Standard on
Assurance Engagements 3000 (Revised)]. Our responsibility in accordance therewith is further
described below. Our audit firm applies the IDW Standard on Quality Management 1: Requirements for
Quality Management in Audit Firms (IDW QS 1).
The Company’s Management Board is responsible for the preparation of the ESEF documents including
the electronic rendering of the consolidated financial statements and the combined management report
in accordance with Section 328 (1) sentence 4 item 1 HGB and for the tagging of the consolidated
financial statements in accordance with Section 328 (1) sentence 4 item 2 HGB.
In addition, the Company’s Management Board is responsible for such internal control that they have
considered necessary to enable the preparation of ESEF documents that are free from material
intentional or unintentional non-compliance with the requirements of Section 328 (1) HGB for the
electronic reporting format.
The Supervisory Board is responsible for overseeing the process of preparing the ESEF documents as
part of the financial reporting process.
Our objective is to obtain reasonable assurance about whether the ESEF documents are free from
material intentional or unintentional non-compliance with the requirements of Section 328 (1) HGB. We
exercise professional judgement and maintain professional scepticism throughout the assurance work.
We also:
To our shareholders
Goals and strategy
Combined Management Report
Consolidated financial statements
Notes


METRO ANNUAL REPORT 2022/23
182

•
Identify and assess the risks of material intentional or unintentional non-compliance with the
requirements of Section 328 (1) HGB, design and perform assurance procedures responsive to those
risks, and obtain assurance evidence that is sufficient and appropriate to provide a basis for our
assurance opinion.
•
Obtain an understanding of internal control relevant to the assurance on the ESEF documents in
order to design assurance procedures that are appropriate in the circumstances, but not for the
purpose of expressing an assurance opinion on the effectiveness of these controls.
•
Evaluate the technical validity of the ESEF documents, i.e. whether the file made available containing
the ESEF documents meets the requirements of the Commission Delegated Regulation (EU) 2019/
815, as amended as at the reporting date, on the technical specification for this electronic file.
•
Evaluate whether the ESEF documents provide an XHTML rendering with content equivalent to the
audited consolidated financial statements and the audited combined management report.
•
Evaluate whether the tagging of the ESEF documents with Inline XBRL technology (iXBRL) in
accordance with the requirements of Articles 4 and 6 of the Commission Delegated Regulation (EU)
2019/815, as amended as at the reporting date, enables an appropriate and complete machine-
readable XBRL copy of the XHTML rendering.
Further Information pursuant to Article 10 of the EU Audit
Regulation
We were elected as group auditor at the Annual General Meeting on 24 February 2023. We were
engaged by the Supervisory Board on 15 March 2023. We have been the group auditor of METRO AG
without interruption since financial year 2016/2017.
We declare that the opinions expressed in this auditor’s report are consistent with the additional report
to the audit committee pursuant to Article 11 of the EU Audit Regulation (long-form audit report).
To our shareholders
Goals and strategy
Combined Management Report
Consolidated financial statements
Notes
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METRO ANNUAL REPORT 2022/23
183

OTHER MATTER – USE OF THE AUDITOR’S REPORT
Our auditor’s report must always be read together with the audited consolidated financial statements
and the audited combined management report as well as the examined ESEF documents. The
consolidated financial statements and combined management report converted to the ESEF format –
including the versions to be entered in the company register – are merely electronic renderings of the
audited consolidated financial statements and the audited combined management report and do not
take their place. In particular, the ESEF report and our assurance opinion contained therein are to be
used solely together with the examined ESEF documents made available in electronic form.
GERMAN PUBLIC AUDITOR RESPONSIBLE FOR THE
ENGAGEMENT
The German Public Auditor responsible for the engagement is Michael Jessen.
Düsseldorf, 7 December 2023
KPMG AG
Wirtschaftsprüfungsgesellschaft
[Original German version signed by:]
Jessen
Wirtschaftsprüfer
[German Public Auditor]
Mehdi Zadegan
Wirtschaftsprüferin
[German Public Auditor]
To our shareholders
Goals and strategy
Combined Management Report
Consolidated financial statements
Notes


METRO ANNUAL REPORT 2022/23
184

To the METRO AG, Düsseldorf
We have performed a limited assurance engagement on the combined non-financial statement of the
METRO AG, Düsseldorf, and the METRO Group (hereinafter the "Company"), for the period from 1
October 2022 to 30 September 2023 included in the combined management report.
As disclosed in the section "global labour and social standards in the supply chain", certifications on
manufacturing facilities of suppliers were conducted by external certification firms mandated by METRO
AG to ensure compliance with the environmental, social and health standards of the amfori Business
Social Compliance Initiative (BSCI) or equivalent standards. The appropriateness and accuracy of the
conclusions from the audit/certification work performed was not part of our assurance procedures.
RESPONSIBILITIES OF MANAGEMENT
Management of the METRO AG is responsible for the preparation of the combined non-financial
statement in accordance with §§ 289c bis 289e HGB und § 315c in conjunction with §§ 289c to 289e HGB
and with Article 8 of REGULATION (EU) 2020/852 OF THE EUROPEAN PARLIAMENT AND OF THE
COUNCIL of 18 June 2020 on establishing a framework to facilitate sustainable investment and
amending Regulation (EU) 2019/2088 (hereinafter the "EU Taxonomy Regulation") and the Delegated
Acts adopted thereunder, as well as for making their own interpretation of the wording and terms
contained in the EU Taxonomy Regulation and the delegated acts adopted thereunder as set out in
section "EU Taxonomy" of the combined non-financial statement.
This responsibility includes the selection and application of appropriate non-financial reporting methods
and making assumptions and estimates about individual non-financial disclosures that are reasonable in
the circumstances. Furthermore, management is responsible for such internal control as they consider
necessary to enable the preparation of a combined non-financial statement that is free from material
misstatement, whether due to fraud or error.
The EU Taxonomy Regulation and the Delegated Acts issued thereunder contain wording and terms that
are still subject to considerable interpretation uncertainties and for which clarifications have not yet
INDEPENDENT
ASSURANCE
PRACTITIONER'S
REPORT
30
Our engagement applied to the German version of the combined non-financial statement for the period from 1 October 2022 to
30 September 2023. This text is a translation of the Independent Assurance Report issued in German, whereas the German text is
authoritative.
30
To our shareholders
Goals and strategy
Combined Management Report
Consolidated financial statements
Notes


METRO ANNUAL REPORT 2022/23
185

been published in every case. Therefore, management has disclosed their interpretation of the EU
Taxonomy Regulation and the Delegated Acts adopted thereunder in section "EU Taxonomy" of the
combined non-financial statement. They are responsible for the defensibility of this interpretation. Due
to the immanent risk that indeterminate legal terms may be interpreted differently, the legal conformity
of the interpretation is subject to uncertainties.
INDEPENDENCE AND QUALITY ASSURANCE OF THE
ASSURANCE PRACTITIONER’S FIRM
We have complied with the independence and quality assurance requirements set out in the national
legal provisions and professional pronouncements, in particular the Professional Code for German Public
Auditors and Chartered Accountants (in Germany) and the quality assurance standard of the German
Institute of Public Auditors (Institut der Wirtschaftsprüfer, IDW) regarding quality assurance
requirements in audit practice (IDW QS 1).
RESPONSIBILITY OF THE ASSURANCE PRACTITIONER
Our responsibility is to express a conclusion with limited assurance on the combined non-financial
statement based on our assurance engagement.
We conducted our assurance engagement in accordance with the International Standard on Assurance
Engagements (ISAE) 3000 (Revised): "Assurance Engagements other than Audits or Reviews of
Historical Financial Information", issued by IAASB. This standard requires that we plan and perform the
assurance engagement to obtain limited assurance about whether any matters have come to our
attention that cause us to believe that the combined non-financial statement of the Company are not
prepared, in all material respects, in accordance with §§ 289c bis 289e HGB und § 315c in conjunction
with §§289c to 289e HGB and with the EU Taxonomy Regulation and the Delegated Acts issued
thereunder as well as the interpretation by management disclosed in section "EU Taxonomy" of the
combined non-financial statement.
In a limited assurance engagement, the procedures performed are less extensive than in a reasonable
assurance engagement, and accordingly, a substantially lower level of assurance is obtained. The
selection of the assurance procedures is subject to the professional judgment of the assurance
practitioner.
In the course of our assurance engagement we have, among other things, performed the following
assurance procedures and other activities:
•
Inquiries of group-level personnel who are responsible for the materiality analysis in order to
understand the processes for determining material topics and respective reporting boundaries for
METRO AG
•
A risk analysis, including media research, to identify relevant information on METRO AG’s
sustainability performance in the reporting period
•
Evaluation of the design and the implementation of systems and processes for the collection,
processing and monitoring of disclosures, including data consolidation, on environmental, employee
and social matters, respect for human rights, and combating corruption and bribery
•
Inquiries of group-level personnel who are responsible for determining disclosures on concepts, due
diligence processes, results and risks, performing internal control functions and consolidating
disclosures
•
Inspection of selected internal and external documents
To our shareholders
Goals and strategy
Combined Management Report
Consolidated financial statements
Notes


METRO ANNUAL REPORT 2022/23
186

•
Analytical procedures for the evaluation of data and of the trends of quantitative disclosures as
reported at group level by all sites
•
Evaluation of local data collection, validation and reporting processes as well as the reliability of
reported data via a sampling survey at METRO Deutschland GmbH and METRO FRANCE S.A.S via
videoconference
•
Inquiries of responsible employees at Group level to obtain an understanding of the approach to
identify relevant economic activities in accordance with EU Taxonomy
•
Evaluation of the design and the implementation of systems and processes for the collection,
processing and monitoring of disclosures on turnover, capital expenditures and operating
expenditures for the taxonomy-relevant economic activities for the environmental objectives of
climate change mitigation and adaptation
•
Assessment of data collection, validation and reporting processes and reliability of reported data for
the taxonomy-aligned economic activities in relation to the assurance on the Technical Screening
Criteria (substantial contribution for the environmental objective, DNSH criteria) and minimum
safeguards
•
Assessment of the overall presentation of the disclosures
In determining the disclosures in accordance with Article 8 of the EU Taxonomy Regulation, management
is required to interpret undefined legal terms. Due to the immanent risk that undefined legal terms may
be interpreted differently, the legal conformity of their interpretation and, accordingly, our assurance
engagement thereon are subject to uncertainties.
ASSURANCE OPINION
Based on the assurance procedures performed and the evidence obtained, nothing has come to our
attention that causes us to believe that the combined non-financial statement of METRO AG, Düsseldorf,
for the period from 1 October 2022 to 30 September 2023 has not been prepared, in all material
respects, in accordance with §§ 289c bis 289e HGB und § 315c in conjunction with §§ 289c to 289e HGB
and the EU Taxonomy Regulation and the Delegated Acts issued thereunder as well as the interpretation
by management as disclosed in section "EU Taxonomy" of the combined non-financial statement.
We do not express an opinion on the conclusions of the external certification firms mentioned in the
combined non-financial statement.
To our shareholders
Goals and strategy
Combined Management Report
Consolidated financial statements
Notes


METRO ANNUAL REPORT 2022/23
187

RESTRICTION OF USE/CLAUSE ON GENERAL
ENGAGEMENT TERMS
This assurance report is solely addressed to METRO AG, Düsseldorf.
Our assignment for the METRO AG, Düsseldorf, and professional liability is governed by the General
Engagement Terms for Wirtschaftsprüfer (German Public Auditors) and
Wirtschaftsprüfungsgesellschaften (German Public Audit Firms) (Allgemeine Auftragsbedingungen für
Wirtschaftsprüfer und Wirtschaftsprüfungsgesellschaften) in the version dated 1 January 2017
(https://www.kpmg.de/bescheinigungen/lib/aab_english.pdf). By reading and using the information
contained in this assurance report, each recipient confirms to have taken note of the terms and
conditions stipulated in the General Engagement Terms (including the liability limitations to EUR 4 Mio
for negligence specified in item No. 9 included therein) and acknowledges their validity in relation to us.
Düsseldorf, December 7, 2023
KPMG AG
Wirtschaftsprüfungsgesellschaft
[Original German version signed by:]
Stauder
Wirtschaftsprüfer
[German Public Auditor]
Brokof
Wirtschaftsprüferin
[German Public Auditor]
To our shareholders
Goals and strategy
Combined Management Report
Consolidated financial statements
Notes


METRO ANNUAL REPORT 2022/23
188

6 February 2024
Quarterly statement Q1 2023/24
7 February 2024
Annual General Meeting 2024
7 May 2024
Half-year financial report H1/Q2 2023/24
14 August 2024
Quarterly statement 9M/Q3 2023/24
FINANCIAL CALENDAR
2023/24
To our shareholders
Goals and strategy
Combined Management Report
Consolidated financial statements
Notes


METRO ANNUAL REPORT 2022/23
189

INFORMATION
Publisher
METRO AG
Metro-Straße 1
40235 Düsseldorf, Germany
PO Box 23 03 61
40089 Düsseldorf, Germany
METRO on the Internet
www.metroag.de
Investor Relations
T +49 211 6886-1280
F +49 211 6886-73-3759
investorrelations@metro.de
Corporate Communications
T +49 211 6886-4252
F +49 211 6886-2001
presse@metro.de
Project lead,
concept and editorial
Katharina Meisel
Project management
Viktoria Rous
Katrin Mingels
Concept, design and realisation (Online &
PDF)
nexxar GmbH, Wien
Photography
Henning Ross:
pp. 6, 8, 9, 11
Sabine Grothues: p. 8
John M. John: p. 18
Hartmut Nägele: Cover
Photo credits
METRO AG
Disclaimer
This annual report contains forward-looking statements that are based on certain assumptions
and expectations at the time of its publication. These statements are therefore subject to risks
and uncertainties, which means that actual results may differ substantially from the future-
oriented statements made here. Many of these risks and uncertainties relate to factors that are
beyond METRO’s ability to control or estimate precisely. This includes future market conditions
and economic developments, the behaviour of other market participants, the achievement of
expected synergy effects as well as legal and political decisions. METRO does not undertake
any obligation to publicly correct or update these forward-looking statements to reflect events
or circumstances that have occurred after the publication date of this material. The trade names
and trademarks used in the annual report, which may be protected by third parties, are subject
without restriction to the regulations associated with the applicable trademark laws and
ownership rights of their respective registered owners. The copyright for any published objects
created by METRO AG remains the property of METRO AG. Any duplication or use of such
graphics, video sequences and texts in other electronic or printed publications is prohibited
without the explicit permission of METRO AG.
Published on 13 December 2023
To our shareholders
Goals and strategy
Combined Management Report
Consolidated financial statements
Notes


METRO ANNUAL REPORT 2022/23
190

You can find the Annual Report 2022/23 online at
metroag.de/annual-report-2022-23