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METRO Wholesale & Food Specialist AG

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METRO Wholesale & Food Specialist AG INTERNATIONAL SUPPLEMENT (TO PROSPECTUS DATED JUNE 26, 2017) METRO Wholesale & Food Specialist AG This is an international supplement (the “International Supplement”) to the attached prospectus dated June 26, 2017 (the “Listing Prospectus”) for the admission to trading on the regulated market segment (regulierter Markt) of the Frankfurt Stock Exchange with simultaneous admission to the sub-segment of the regulated market with additional post- admission obligations (Prime Standard) of the Frankfurt Stock Exchange and simultaneously on the regulated market of the Luxembourg Stock Exchange (Bourse de Luxembourg)of 360,121,736 ordinary bearer shares with no par value and of 2,975,517 preference bearer shares with no par value in connection with the demerger of METRO Wholesale & Food Specialist AG (the “Company”). The International Supplement has not been and will not be approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin) or any other regulatory authority. Neither this International Supplement nor the Listing Prospectus is an offer for sale or a solicitation to buy securities anywhere in the world. Capitalized terms used in the International Supplement shall have the meaning as given to them in the Listing Prospectus. The date of the International Supplement is June 26, 2017 TAXATION IN THE UNITED STATES The following is a summary of material US federal income tax consequences of the acquisition, ownership and disposition of the Shares by a US Holder (as defined below). This summary deals only with US Holders of the Existing Shareholder’s shares that receive the Company’s shares in the Demerger and that will hold the Company’s shares as capital assets. The discussion does not cover all aspects of US federal income taxation that may be relevant to, or the actual tax effect that any of the matters described herein will have on, the acquisition, ownership or disposition of the Company’s shares by particular investors (including consequences under the alternative minimum tax or Medicare tax on net investment income), and does not address state, local, non-US or other tax laws. This summary also does not address tax considerations applicable to investors that own or will own (directly, indirectly or by attribution) 10% or more of the voting stock of the Existing Shareholder or the Company, nor does this summary discuss all the tax considerations that may be relevant to certain types of investors subject to special treatment under the US federal income tax laws (such as financial institutions, insurance companies, individual retirement accounts and other tax-deferred accounts, tax-exempt organizations, dealers in securities or currencies, investors that hold the Existing Shareholder’s shares, or will hold the Company’s shares, as part of straddles, hedging transactions or conversion transactions for US federal income tax purposes, persons that have ceased to be US citizens or lawful permanent residents of the United States, investors that hold the Existing Shareholder’s shares, or will hold the Company’s shares, in connection with a trade or business conducted outside of the United States, US citizens or lawful permanent residents living abroad or investors whose functional currency is not the US dollar). As used herein, the term “US Holder” means a beneficial owner of the Existing Shareholder’s shares or the Company’s shares, as applicable, that is, (i) an individual citizen or resident of the United States, (ii) a corporation created or organized under the laws of the United States or any State thereof or (iii) an estate or trust the income of which is subject to US federal income tax without regard to its source. The US federal income tax treatment of a partner in an entity or arrangement treated as a partnership for US federal income tax purposes that holds the Existing Shareholder’s shares, or that will hold the Company’s shares, will depend on the status of the partner and the activities of the partnership. Partnerships holding the Existing Shareholder’s shares, or that will hold the Company’s shares, and partners in such partnerships should consult their tax advisers concerning the US federal income tax consequences of the acquisition, ownership and disposition of the Company’s shares. This summary is based on the tax laws of the United States, including the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), its legislative history, existing and proposed regulations thereunder, published rulings and court decisions, as well as on the income tax treaty between the United States and Germany (the “Treaty”), all as of the date hereof and all subject to change at any time, possibly with retroactive effect. THE SUMMARY OF US FEDERAL INCOME TAX CONSEQUENCES SET OUT BELOW IS FOR GENERAL INFORMATION ONLY. ALL PROSPECTIVE PURCHASERS SHOULD CONSULT THEIR TAX ADVISERS AS TO THE PARTICULAR TAX CONSEQUENCES TO THEM OF ACQUIRING, OWNING AND DISPOSING OF THE COMPANY’S SHARES. TAX CONSEQUENCES OF THE DEMERGER The Demerger has not been structured to qualify as a tax free spin-off for US federal income tax purposes, and no ruling has been sought from the US Internal Revenue Service. The Existing Shareholder believes that the Demerger will be treated as a taxable distribution of the Company’s shares to US Holders of the Existing Shareholder’s shares. The amount of the distribution will be the fair market value of the Company’s shares, and this amount will be treated as a dividend to US Holders to the extent of the Existing Shareholder’s current or accumulated earnings and profits (as determined for US federal income tax purposes). The amount of the distribution in excess of the Existing Shareholder’s current and accumulated earnings and profits will be treated as a non-taxable return of capital to the extent of the US Holder’s basis in the Existing Shareholder’s shares and thereafter as capital gain. The Existing Shareholder does not maintain calculations of its earnings and profits for US federal income tax purposes. US Holders should therefore assume that their receipt of the Company’s shares pursuant to the Demerger will be reported as dividend income. The amount of the dividend will equal the fair market value on the date of the Demerger (as determined in US dollars) of the Company’s shares received, and a US Holder will have a tax basis in the Company’s shares equal to that fair market value. The dividend generally will be taxable to a non-corporate US Holder at the reduced rate normally applicable to long-term capital gains, provided the Existing Shareholder qualifies for the benefits of the Treaty, which the Existing Shareholder believes to be the case, and certain other requirements are met. The dividend generally will be foreign source, and US Holders will not be eligible for the dividends-received deduction. US Holders should consult their tax advisers with respect to the US federal income tax treatment of their receipt of the Company’s shares pursuant to the Demerger. TAXATION OF THE COMPANY’S SHARES Distributions with respect to the Company’s shares General Distributions paid by the Company will be treated as a dividend to the extent the distribution is considered to be paid from the Company’s current or accumulated earnings and profits (as determined for US federal income tax purposes). The amount of any distribution that is in excess of the Company’s current and accumulated earnings and profits will be treated as a non-taxable return of capital to the extent of the US Holder’s basis in the Company’s shares and thereafter as capital gain. The Company will not maintain calculations of its earnings and profits for US federal income tax purposes. US Holders should therefore assume that any distribution by the Company with respect to its shares will be reported as dividend income. Dividends paid by the Company generally will be taxable to a non-corporate US Holder at the reduced rate normally applicable to long-term capital gains, provided the Company qualifies for the benefits of the Treaty, which the Company believes will be the case, and certain other requirements are met. The dividend will be foreign source, and US Holders will not be eligible for the dividends-received deduction. Foreign currency dividends Dividends paid by the Company in euros will be included in a US Holder’s income in a US dollar amount calculated by reference to the exchange rate in effect on the day the dividends are received by the US Holder, regardless of whether the euros are converted into US dollars at that time. If dividends received in euros are converted into US dollars on the day they are received, the US Holder generally will not be required to recognize foreign currency gain or loss in respect of that dividend income. Effect of German withholding taxes Under current law, payments of dividends by the Company to US Holders are subject, in principle, to German withholding tax at a rate of 25% plus 5.5% solidarity surcharge thereon (resulting in an aggregate withholding tax rate of 26.375%). US Holders that are eligible for benefits under the Treaty generally will be entitled to a refund of the tax withheld so that the rate of withholding tax applicable to such holders does not exceed a maximum rate of 15%. For US federal income tax purposes, US Holders will be treated as having received any amount of German taxes withheld by the Company, and as then having paid over those withheld taxes to the German taxing authorities. As a result of this rule, the amount of dividend income included in gross income by a US Holder with respect to a payment of dividends may be greater than the amount of cash actually received (or receivable) by the US Holder from the Company with respect to the payment.
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