SPECIAL SITUATION REPORT

09 June 2016

Metro (MEO GY) Demerger terms Demerger 1 MEO GY = 1 C&C + 1 MSH Announced demerger: At end of March 2016 Metro announced its demerger into Metro Group two separate listed entities planned by mid-2017.  The two separated companies would be a food retailer (C&C) and a consumer Country electronics retailer (MSH) company.  Metro IR confirmed to us that each Metro shareholder would receive one Bloomberg MEO GY share in each of the separated companies. Sector Food & Drug Stores The key rationale behind the demerger is the following: Share price (€) 29.53  Removal of the conglomerate discount;  Potentially higher valuation multiples of the two separate entities; Market cap (€m) 9,004  The two independent entities potentially becoming takeover targets. Free float % ~47 Key risks before demerger

Approvals: Transaction requires management board, supervisory board, and AGM approvals.  The key approval appears to be the AGM approval where 75% of the vote cast is needed – confirmed by MEO IR.

Timing: Completion is aimed for mid-2017. IR confirmed to us that completion means the newly listed company will be available for trading. IR told us they would not comment on timeline in more detail.

Index composition: Metro is currently a member of MDAX. Based on our highly Metro Price Chart conservative assumptions, both companies are likely to remain part of MDAX; however the new entity has to go through the entry process. Our assumption has been confirmed by MEO IR.  We assumed: i) no upside to the demerged parties, ii) net debt will be broken up based on EV ratios of 3:1 (C&C:MSH), iii) current share prices of other MDAX components.  Structuring net debt: in theory the structuring of the net debt should not influence the end result of the post-demerger values of the companies, however in an extreme scenario MSH could be at the risk of falling out of MDAX.

Tax-losses carried forward: C&C (MCC and Real) piled up multi-billion euros of tax losses, by taking advantage of existing, albeit off-balance tax-losses carried forward. Status  CFO Frese said that certain unspecified amounts of existing tax-losses carried forward might be lost during the spin-off process. Demerger announcement on 30 March 2016  The existing level of tax-losses carried forward (corporate tax losses of €8,027m, trade tax losses of €7,865m; non-capitalised because “realisation of the assets in the short-to medium term is not expected”).

Key issues post-demerger Author Conglomerate discount: We estimate that there is hardly any conglomerate Gabor Kokosy discount therefore there is unlikely to be any significant upside from a discount Event Driven Analyst collapse. [email protected] Potential M&A targets: In our view, the main potential upside post-demerger is +36 1 888 0532 (direct line) one (or both) of the independent Metro entities becoming a potential M&A target. Based on recent events in the industry (Darty/Fnac/Steinhoff battle), this is more Krisztian Szentessy likely to be the MSH business. However, we also highlight that more than 20% of [email protected] the MSH business is held by the founder, Erich Kellerhals, who might not be open to a sale. Tomas Stanay [email protected] Precedent transactions: Based on recent European precedent transactions, we believe that the conglomerate discount may not collapse before the demerger Gabor Szabo, CFA process. [email protected] IGR view Muhammad Daniyal We are skeptical of Metro’s businesses performance meeting analysts’ expectations. [email protected] Accordingly, we believe that without a turnaround in Metro’s business in the coming quarters there is lack of visibility why market players would value Metro’s businesses at a higher multiple in two separated companies. Chain Bridge Research  The only upside to the current situation is if one or both of the demerged companies becomes a takeover target, however the more attractive business, 100 Wall Street, 20th Floor MSH, may face ownership hurdles in such a situation. New York, NY 10005  We believe a second potential trading strategy is trading on a potential Tel (UK): +44 207 570 0322 common/pref discount collapse although the IR confirmed to us that a decision hasn’t been made yet with regard to the share structure. Tel (New York): +1 212 796 5769  Pref shares are currently trading at a ~10% discount to common shares.  We believe that if the pref-common structure won’t be collapsed the downside for a position long MEO3 (pref) short MEO (common) is somewhat limited given that the ratio has hardly changed after the announcement of the demerger. lack of Metro pref liquidity.  We believe the main incentive collapsing the pref/ordinary structure is that it could simplify the independent entities’ capital structure.

CHAIN BRIDGE RESEARCH Please read the important disclosures and disclaimers at the end of this report

Metro Demerger 09/06/2016

Part 1: Present Situation Company structure

Capital Structure: ■ Metro has 324,109,563 ordinary shares and 2,677,966 preference shares outstanding. o Free float is 50.13% and 100% respectively. ■ The preference shares of METRO AG exclude voting rights. But preference shareholders receive a higher dividend (detailed in the Company Description section).

Announcement METRO GROUP prepares demerger into two independent listed groups: ■ Wholesale and Food Specialist group (C&C’s and Real), with annual revenues of ~€37bn. ■ Consumer Electronics group (Media-Saturn-Holding), with annual revenues of ~€22bn

Corporate structure after the demerger ■ Metro AG owns a 78.38% stake in Media-Saturn-Holding GmbH, with the founder Erich Kellerhals owning the remaining 21.6% of the entity. ■ Metro now plans to spin off MCC, Real and Metro Properties into a new entity. Current Metro shareholders would continue to hold 78.38% of outstanding common shares in MSH.

Shareholder structure after the demerger ■ Metro IR confirmed to us that each shareholder of Metro will receive one share in each of the separated companies.

Key conditions Company approvals ■ Transaction requires management board, supervisory board and AGM approvals ■ The key approval appears to be the AGM approval where 75% of the votes cast is needed – confirmed by MEO IR. ■ MEO IR also confirmed that pref shareholders cannot vote on the demerger.

Third party approvals ■ Metro will apply for admission of the spun-off entity to be trading on the regulated market segment of the Stock Exchange. The timeline of the listing is less than 1 month by precedent transactions. ■ After the shareholder vote and filing with the German Commercial Registers, the demerger becomes effective.

Timeline ■ Completion is aimed for mid-2017. IR confirmed to us that completion means newly listed company will be available for trading. IR told us they would not comment on timeline in more detail. ■ Based on precedent transactions, filings and shareholder vote have to be in place 1-3 months before the targeted completion.

Precedent transactions timeline based on German demergers Deal Announce Date Ex Date Days to Target Name Seller Name Type complete SPIN 15/10/2001 07/06/2002 235 Aareal Bank AG DEPFA Bank PLC SPIN 03/04/2003 06/10/2003 186 Holding AG UniCredit Bank AG SPIN 06/10/2004 31/01/2005 117 AG Bayer AG SPIN 07/12/2012 08/07/2013 213 Licht AG Siemens AG Source: Bloomberg, IGR Next steps ■ Vote on spinoff at the extraordinary general meeting. There is no definite deadline after the EGM for the demerger becoming effective. ■ Entering in the German Commercial Register. ■ Apply for listing on the .

Recent update - preparations on track ■ Spin-off preparations on track: project management implemented & up and running; advisor set-up completed ■ No red flags identified since announcement ■ Transaction requires management board, supervisory board and AGM approvals; completion is still aimed for mid-2017

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Metro Demerger 09/06/2016

Rationale Strategic ■ Spin-off of Wholesale and Food Specialist group from current METRO AG creates two independent, strong sector leaders ■ Removal of the conglomerate discount ■ Potentially higher valuation multiples of the two separate entities ■ The two independent entities potentially becoming takeover targets after the demerger. Dyssynergies ■ Metro has long been penalized because of its complex structure with few synergies between its business units. Cons ■ Certain unspecified amounts of existing tax-losses carried forward might be lost ■ We believe that the removal of the conglomerate discount and higher valuation multiples are questionable based on our valuation Assumptions ■ We assumed that net debt will be pro-rated based on EV ratios however to assure that MSH will remain listed in MDAX one may argue in favor a somewhat higher net debt for C&C given that C&C will have a significantly higher equity value than MSH. ■ For the final post-demerger value of the companies the exact distribution of the net debt is irrelevant unless it is significantly skewed towards one of the new companies.

Key risks pre-demerger Index composition ■ Metro is currently a member of MDAX. Based on our highly conservative assumptions it appears that both companies are likely to be remain part of MDAX, however the new entity has to go through the entry process. The assumption was confirmed by MEO IR. ■ We assumed o no upside to the demerged parties o net debt will be broken up based on EV ratios of 3:1 (C&C:MSH) o current share prices of other MDAX components ■ Structuring net debt: in theory the structuring of the net debt should not influence the end result of the post-demerger value of the companies, however in an extreme scenario MSH could be at the risk of falling out from MDAX. Tax-losses carried forward ■ C&C (MCC and Real) piled up multi-billion euros of tax losses, by taking advantage of existing, albeit off-balance tax-losses carried forward. ■ CFO Frese said that certain unspecified amounts of existing tax-losses carried forward might be lost during the spin-off process ■ The existing level of tax-losses carried forward (corporate tax losses of €8,027m, trade tax losses of €7,865m; non-capitalised because “3ealization of the assets in the short-to medium term is not expected.) Preference shares Discussion with Metro IR: With regard to pref voting rights IR said that it is unlikely that pref shareholders can vote on the demerger. Given the low number of pref shares IR does not consider them having a major effect on the final result. ■ With regard to the pref shareholders’ right to receive a higher dividend IR said that they are still investigating the best possible solution for all shareholders. Given the lack of precedent transaction lawyers are looking for alternative solutions.

IGR comment: we believe the following outcomes are likely for preference shareholder: ■ Not collapsing the pref-ordinary structure o Pref shareholders will receive 1 newly issued pref share and keep their old pref share and the additional dividend mechanism will be separated between the two new companies based on profitability. ■ Collapsing the pref-ordinary structure o Pref shares will be swapped for ordinary shares at a definite ratio, likely to be 1-1. o As per our understanding, for a conversion, majority of the shares - both ordinary and preference shareholders voting as a separate class – has to approve the conversion. o Pref shares will be taken over by the company for cash or cash and shares however the latter outcome is unlikely. Key issues post-demerger Conglomerate discount ■ We estimate that there is hardly any conglomerate discount therefore there is not much upside to Metro’s share price prior to the demerger process. Potential M&A targets ■ In our view the main potential upside post-demerger is that one of the “new companies” will be a potential M&A target. Based on recent events in the industry (Darty/Fnac/Steinhoff battle) this is more likely to be the MSH part of the business. However we also highlight that more than 20% of the MSH business is in the hands of the founder Erich Kellerhals who might not be open for a sale. Trading strategies We believe there are two types of potential trading strategies involving Metro. ■ Option 1: Trading a conglomerate discount contraction ■ Option 2: Trading a common/pref discount collapse

Option 1 ■ If one believes that substantial conglomerate discount will collapse in the demerger process, based on European precedent transactions, there may be two events that trigger taking a position: o the official announcement of the demerger o the time period between going into the effective day until the demerger take into effect.

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Metro Demerger 09/06/2016

■ We believe that hedging a Long MEO position either with Dow Jones STOXX 600 Retail index or with DAX would be suitable.

Option 2 ■ The IR confirmed to us that a decision hasn’t been made yet whether the preferential-common share structure will be collapsed or not. ■ However one may consider taking a position on the collapse of the preferential-common structure. Preferential shares are currently trading at a ~10% discount to common shares. We believe that if the pref-common structure won’t be collapsed the downside for a position long MEO3 (pref) short MEO (common) is somewhat limited given that the shareholder ratio hardly changed after the announcement of the demerger. ■ We note that the main hurdle for playing the dual listing collapse is the lack of Metro pref shares availability. ■ We believe the main incentive collapsing the pref/ordinary structure is that it could make the demerger process easier.

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Metro Demerger 09/06/2016

Part 2: Company description

Description Company’s business ■ METRO GROUP offers private and commercial customers services in cash & carry and in retail. ■ Metro AG owns a 78.38% stake in Media-Saturn-Holding GmbH, with the founder Erich Kellerhals owning the remaining 21.6% of the entity. Group structure

Source: Metro, IGR Segments Metro C&C and Real ■ With 750 wholesale stores in 25 countries, METRO Cash & Carry is a leading international player in wholesale trade and is the largest sales division in terms of revenues within METRO GROUP. Real ■ Real stands for a multifaceted range of food products offering a large share of fresh produce complemented by a non-food assortment. The selling spaces of the Real stores range from 5,000 to 15,000 square metres, with store assortments of up to 80,000 items. ■ Real was created from the merger of 13 hypermarket operators with different sales concepts: Real-kauf, divi, Continent, massa, massa-Mobil, Meister, esbella, basar, BLV, Huma and Suma. In 1998, the chain was expanded by 94 hypermarkets of the Allkauf Group and 20 hypermarkets of the Kriegbaum Group. In May 1999, five stores of extra-Verbrauchermärkte GmbH were added to Real. In 2006, Real acquired Wal-Mart's hypermarkets in Germany, as well as the Polish stores of the French hypermarket chain, Géant. MSH Media Markt ■ Media Markt is the German and European player in consumer electronics retailing. ■ More than 800 stores with a sales area of up to 10,000 square metres in 14 countries, ranges with an average of 45,000 articles and a dovetailed online offering with more than 30,000 articles. ■ The Media Markt brand represents a range of products in the fields of consumer electronics, telecommunications, photography, entertainment, new media, software and household appliances. Saturn ■ The average product portfolio comprises 45,000 different articles including consumer electronics, new media, domestic appliances, telecommunications equipment, computers, cameras and camcorders. Saturn flagship stores, which carry an inventory of up to 100,000 products, can be found in a number of major cities. All the stores not only offer numerous brand-name products from leading manufacturers but also Saturn's exclusive brands KOENIC, PEAQ, ok and ISY. ■ The Saturn stores are not outlets but rather independent companies in which the respective store managers are co-owners. This provides them with great motivation for driving the success of their stores. Given a high level of autonomy, they decide on the product mix, marketing, advertising and personnel planning for their particular store. Redcoon ■ Redcoon, based in Aschaffenburg, was founded in 2003 and is online discounters in Germany for consumer electronics, smartphones and telecommunication, cameras and camcorders, computers, software and hardware, stereo systems, car stereo systems and household devices. With its own online shops in ten countries, Redcoon is also one of the largest European service providers in this field. ■ Throughout Europe, Redcoon has around 260,000 web shop users per day. On average, the company dispatches 300,000 products every month. Since July 2011, Redcoon has belonged to the Media-Saturn holding as an Internet pure player.

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Metro Demerger 09/06/2016

Sales by geographic €m FY 2010 FY 2011 FY 2012 FY 2014 FY 2015 % of total 4yr CAGR Germany 26,130 25,469 25,630 22,553 22,490 38.0% -3.7% Western Europe without Germany 21,528 20,699 19,808 18,880 19,072 32.2% -3.0% Eastern Europe 16,880 16,946 17,752 14,756 13,270 22.4% -5.8% Asia/Africa 2,720 2,812 3,548 3,713 4,293 7.2% 12.1% Reconciliation - - 2 1 35 94 0.2% - Total 67,258 65,924 66,739 59,937 59,219 100.0% -3.1%

Sales by division €m FY 2010 FY 2011 FY 2012 FY 2014 FY 2015 % of total 4yr CAGR Wholesale 31,095 31,121 31,636 30,513 29,690 50.1% -1.1% Retail 36,163 34,805 35,103 29,423 29,528 49.9% -4.9% Consolidation - - - 1 1 - - Total 67,258 65,926 66,739 59,937 59,219 100.0% -3.1% Source: Company, IGR

Shareholder structure ■ The shareholders Haniel, Schmidt-Ruthenbeck and Beisheim are the major shareholders of METRO. They held 49.9% of the voting rights as of 30 September 2015. o On 31 October 2014, the voting rights pooling agreement between the Haniel and Schmidt- Ruthenbeck shareholder groups was terminated. ■ The Haniel shareholder group informed METRO that it had issued an exchangeable bond due in May 2020. The bond is linked to about 12 million METRO shares, or about 4 per cent of the company’s share capital. If it were fully exercised, Haniel’s stake in METRO AG would decline further in the future. Shareholders % FRANZ HANIEL & CIE GMBH 25.0 SCHMIDT-RUTHENBECK 15.8 FRANKLIN RESOURCES 10.6 BEISHEIM OTTO 9.1 Franklin Mutual Series 3.0 BLACKROCK 1.6 VANGUARD GROUP 1.1 NORGES BANK 1.1 EDMOND DE ROTHSCHILD GROUP 1.0 DNCA FINANCE 0.8 Others 30.9 Source: Bloomberg Equity& Dividend ■ Metro has 324,109,563 ordinary shares and 2,677,966 preference shares outstanding. ■ Free float is 50.13% and 100% respectively. ■ The preference shares of METRO AG exclude voting rights. But preference shareholders receive a higher dividend. Dividend Distribution of Profits according to the Articles of Association ■ Holders of non-voting preference shares will receive from the annual net earnings a preferred dividend of Euro 0.17 per preference share. ■ Should the net earnings available for distribution not suffice in any one financial year to pay the preferred dividend, the arrears (excluding any interest) shall be paid from the net earnings of future financial years in an order based on age, i.e. in such manner that any older arrears are paid off prior to any more recent ones and that the preferred dividends payable from the profit of a financial year are not distributed until all of any accumulated arrears have been paid. ■ After the preferred dividend has been distributed, the holders of ordinary shares will receive a dividend of Euro 0.17 per ordinary share. Thereafter, a non-cumulative extra dividend of Euro 0.06 per share will be paid to the holders of non-voting preference shares. The extra dividend shall amount to 10 percent of such dividend as, in accordance with the next section herein below, will be paid to the holders of ordinary shares inasmuch as such dividend equals or exceeds Euro1.02 per ordinary share. ■ The holders of non-voting preference shares and of ordinary shares will equally share in any additional profit distribution in the proportion of their shares in the capital stock. ■ Next ex div-date is February 23, 2017, div-forecasts are €1.00 and €1.06 for the ordinary and the preference shares respectively as per Bloomberg.

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Metro Demerger 09/06/2016

Dividend per ordinary and preference share

Source: Metro Debt ■ Net debt, after netting cash and cash equivalents as well as financial investments with financial liabilities (including finance leases), totaled €2.7 billion as of 31 March 2016. ■ Net debt to FY1 EBITDA is 1.125x ■ Pension liability totaled €1.3 billion as of 31 March 2016. ■ For the long-term funding of the Debt Issuance Programme launched in 2000, Metro has available the original nominal volume which was increased from €3 billion to €5 billion in 2003 and to €6 billion in May 2010. In the framework of this programme, bonds with maturities of up to 30 years can be issued in any currency. o €6 bn Debt Issuance Programme Utilisation as per 31 December 2015: € 3.55 billion ■ For short and medium-term financing, METRO GROUP uses regular issuance programmes customary in capital markets such as the Euro Commercial Paper Programme launched in 1999 and an additional French Commercial Programme (Billets de Trésorerie) launched in 2003. o €2 bn Euro Commercial Paper Programme ■ METRO GROUP has access to an appropriate liquidity reserve at all times so the Group will not have its financial flexibility impaired even in case of the occurrence of unexpected situations which might have a negative financial impact. Status: 31 December 2015 o Syndicated Loan / €1,525 bn / 2014 - 2020 o Syndicated Loan / €1,000 bn / 2012 - 2019 o Bilateral credit lines €0.500 bn with multi-year character Debt Maturity Profile

Source: Metro

Credit rating: ■ Moody’s Baa3 Develop outlook ■ S&P’s BBB- Stable outlook ■ Fitch BBB- Negative outlook ■ Egan-Jones BB+

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Metro Demerger 09/06/2016

Ordinary/preference share price ratio

Source: Bloomberg

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Metro Demerger 09/06/2016

Part 3: Valuation

PRECEDENT TRANSACTION

■ We believe that the two most notable recent precedent transactions are the Ferrari/Fiat Chrysler and the South32/BHP spinoff. ■ The two events which we considered in our analysis are the official announcement of the spinoff/demerger and the first day of trading. ■ In case of the BHP demerger the evaluation of the demerger is somewhat contradictory. o Looking at the charts below it appears that there was hardly any conglomerate discount released during the demerger process. However it has to be considered that in that period BHP EBITDA estimations were coming down 40% and its business environment worsened significantly. o If one is looking for some outperformance of BHP as compared to the peer group it appears to have taken place in the T-5 months to T-2 months period (where “T” is the effective day of the demerger). o Right after the demerger, there was no immediate positive deviation from the peer group. ■ For FCAU, which had a more stable business environment, Fiat outperformed relative to its peer group (there was conglomerate discount contraction) on the announcement, however, this outperformance disappeared later until the demerger effective date contraction effect: o In the first phase, upon the demerger announcement, the outperformance disappeared in two weeks. o On the effective date in early 2016 when all the FCAU shareholders received their RACE shares the conglomerate discount disappeared. The one day premium for the FCAU/RACE demerger was 14% which disappeared in 1 week when compared to the pre-event FACU share price. However if we compare FCAU+RACE performance to the peer group it appears that half of the outperformance vanished in the following month. ■ Given that Metro’s business is stable, although not growing, we believe the outcome of the demerger will be somewhere in between the two precedent cases. In our view there will be some conglomerate discount contraction however we estimate that there is hardly any conglomerate discount for Metro. . Announcement First day of trading Performance Spinoff date after the demerger compared to*

South32 / FTSE All-Share mining BHP 15/08/2014 18/05/2015 index Ferrari / Fiat STOXX Europe 600 Chrysler 29/10/2014 04/01/2016 Automobiles & Parts * Charts begin 1 month before announcement date * Charts finish after 1 month followed by first day of trading Market Capitalization and benchmark indices

Source: Bloomberg, IGR

PEER VALUATION

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Metro Demerger 09/06/2016

■ Given that there is no guidance with regard to the loss of existing tax-losses carried forward we did not take this into consideration. o (Charts are broken out by Food Retailers, Cash&Carry, Russian Food Retailers and Consumer Electronics in the Appendix below)

Source: Bloomberg, IGR

SOTP

■ Given that there is no guidance with regard to the loss of existing tax-losses carried forward we did not take this into consideration. ■ Based on the expected growth rate (from fundamental analysts collected by Bloomberg) of the company the valuation multiples would justify a ~16% upside after the spin-off. Sales Ebitda EV by EV by Sales EBITDA multiple multiple EV Sales EBITDA Cash & Carry 29,527 1,572 0.30 7.0 9,931 8,858 11,004 Real 7,677 156 0.15 4.5 927 1,152 702 MediaMarkt 21,850 672 0.20 5.0 3,865 4,370 3,360

Sub total 59,053 2,400 14,723 14,379 15,066 Net debt 2,700 2,700 2,700 Pension liabilty 1,300 1,300 1,300 Market value 10,723 10,379 11,066 Number of shares 327 327 327 Value per share € 32.8 31.8 33.9 Value per share € after the "no growth discount" of 10% 29.5 28.6 30.5 Current share price 28.4 28.4 28.4 Upside 4% 1% 8% Source: Bloomberg, IGR ■ However, the main critic of the expected growth rate is that analysts’ expectations were never met by Metro in recent years neither at Sales nor at EBITDA level. Therefore one may argue that some discount would be justified because of lack of growth which we assumed at 10%. After the “lack of growth discount” the upside effectively vanishes.

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Metro Demerger 09/06/2016

Source: Bloomberg, IGR

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Metro Demerger 09/06/2016

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