Combined Management Report

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REWE-ZENTRALFINANZ EG, COLOGNE, AND REWE - ZENTRAL-AKTIENGESELLSCHAFT, COLOGNE

COMBINED MANAGEMENT REPORT

FOR THE 2016 FINANCIAL YEAR

Page 1 of 177 CONTENTS

GROUP STRUCTURE 3 ECONOMIC ENVIRONMENT 6 1. Macroeconomic Development 6 2. Development by Sector 7 PERFORMANCE 10 1. Comparison of the forecast reported in the previous year with actual business development 10 2. Results of Operations 11 3. Financial Position and Net Assets 14 4. Performance Indicators 17 RISK AND OPPORTUNITIES REPORT 22 REPORT ON EXPECTED DEVELOPMENTS 31 1. Future Macro-Economic Development 31 2. Expected Revenue and EBITA Development 32

Page 2 of 177 Group Structure

The REWE Group is an international trade and tourism group. It consists of two independent corporate groups with the parents, REWE-ZENTRALFINANZ eG, Cologne, (RZF) and REWE - Zentral-Aktiengesellschaft, Cologne, (RZAG).

The combined financial statements of these two corporate groups as at 31 December 2016 have been combined on a voluntary basis into a single set of financial statements ("Combined Financial Statements"). The information provided below refers to these Combined Financial Statements. The accounting policies used are explained in the notes to the Combined Financial Statements.

As at 31 December 2016, the Combined Financial Statements included the parent companies as well as a total of 385 subsidiaries (previous year: 369).

The REWE Group operates in various business segments, some of which are divided into different strategic business units.

BUSINESS SEGMENTS

As of: December 2016

The new central Retail Germany organisation, which combines the former National Full-Range Stores and Natio- nal Discount Stores business segments, was launched in July 2016. In this connection, the domestic real estate companies were reallocated from the Other business segment to Retail Germany. The production and sale of baking items under the Glocken Bäckerei brand and the production of meat and sausage products under the Wilhelm Brandenburg brand will also be reallocated from the Other business segment to Retail Germany in 2017. The final restructuring measures of the management structure will be implemented from 1 January 2017 onwards, meaning that the reporting structure is still based on the old business segment structure.

Page 3 of 177 The National Full-Range Stores business segment operates 1,728 supermarkets and consumer stores in Ger- many under the REWE, REWE CITY, REWE CENTER, REWE to go and TEMMA brands. There are also 2,073 REWE partner stores and nahkauf stores supplied by the wholesale business. The National Full-Range Stores business segment is also active in the online business with REWE online. Furthermore, the wholesale business also supplies REWE partner retailers and third parties.

The International Full-Range Stores business segment maintains supermarkets and consumer stores at a total of 2,507 locations. In Austria, the stores are operated under the BILLA, MERKUR and ADEG brands. In addition, the wholesale business supplies 400 ADEG partner stores. The International Full-Range Stores are also represented with the BILLA supermarkets in Bulgaria, Russia, Slovakia, the Czech Republic and Ukraine. In addition, drug stores are also operated in Croatia and Austria under the BIPA brand.

The National Discount Stores business segment operates 2,148 discount stores in Germany under the PENNY brand.

The International Discount Stores business segment trades under the PENNY MARKT, PENNY MARKET and XXL MEGA DISCOUNT brands in a total of 1,418 locations in Italy, Austria, Romania, the Czech Republic and Hungary.

The National Specialist Stores business segment operates 287 DIY stores in Germany under the toom Bau- markt and B1 Discount Baumarkt brands. In addition, 44 partner stores and franchisees are also supplied. toom is among the leading providers in the German DIY sector. The National Specialist Stores business segment also operates an online business with Gartenliebe.de.

The Travel and Tourism business segment comprises a number of tour operators, travel sales channels (travel agency chains, franchise sales channels and online portals) as well as destination agencies and hotels under the DER Touristik umbrella brand. Travel and Tourism operates in the source markets of Germany, Austria, Switzer- land, Eastern Europe, as well as Scandinavia, Finland, the United Kingdom and the Benelux countries since the addition of the Kuoni units in 2015. Travel and Tourism mainly trades under the brands ADAC REISEN, Apollo, DER.COM, DER Reisebüro, DERPART, DERTOUR, EXIM Tours, helvetic tours, ITS, Jahn Reisen, KUONI, Meier's Weltreisen and TRAVELIX. The Travel and Tourism business segment has a total of 748 physical sales locations.

Central services provided by the parent companies and various subsidiaries for group companies and third parties are combined under the Other business segment. These services are essentially procurement functions (merchandise wholesale business and warehousing), central settlement, del credere-assumptions, IT services, energy trading (EHA), online retail trade (ZooRoyal and Weinfreunde), e-commerce services (REWE-Digital) as well as coordination of Group-wide advertising activities. This segment also includes the production sites of bakery products (Glocken Bäckerei) and meat and sausage products (Wilhelm Brandenburg). The German real estate companies, which were part of the Other business segment until 2015, are allocated to the respective operating business segments from the financial year onwards.

Page 4 of 177 LOCATIONS AS AT 31 DEC. 2016 National International National International National Travel and Country Full-Range Full-Range Discount Discount Specialist Total Tourism* Stores Stores Stores Stores Stores Germany 1,728 – 2,148 – 553 287 4,716 Austria – 1,811 – 294 – – 2,105 Czech Republic – 212 – 364 41 – 617 Italy – – – 350 – – 350 Romania – – – 203 – – 203

Nordic countries** – – – – 6 – 6 Hungary – – – 207 8 – 215

Russia – 110 – – – – 110 Slovakia – 138 – – 13 – 151

Switzerland – – – – 78 – 78 United Kingdom – – – – 47 – 47

Bulgaria – 110 – – – – 110 Croatia – 90 – – – – 90 Ukraine – 36 – – – – 36 Poland – – – – 2 – 2 Total 1,728 2,507 2,148 1,418 748 287 8,836

* Travel and Tourism strategic business units – Central Europe/Northern Europe/Eastern Europe/destination. ** Denmark, Finland, Norway and Sweden. All other business segments are also strategic business units. Continuing operations only.

Page 5 of 177 Economic Environment

1. MACROECONOMIC DEVELOPMENT The economy in Germany developed in line with expectations in 2016, with year-on-year GDP growth of 1.7 per cent (previous year: 1.5 per cent). As in the previous year, consumer spending was the largest growth driver, which benefited from a stable wage trend and the low inflation rate. Inflation was at 0.4 per cent in 2016 (previous year: 0.1 per cent). At 4.3 per cent, unemployment was at a very low level (previous year: 4.6 per cent). Higher government spending to provide for supply, accommodate and integrate refugees also provided positive momentum. Despite the favourable financing conditions, domestic investment by the private sector was only very modest.

At 1.4 per cent, GDP growth in Austria was 0.2 percentage points below the forecast but still significantly higher than in the previous year (0.9 per cent). Nevertheless, the Austrian economy improved noticeably. Consumer purchasing power was positively impacted by the tax reform that entered into force as at 1 January 2016 and the low inflation of 0.9 per cent (previous year: 0.8 per cent). The economic recovery in industry also contributed to economic growth.

As in the previous year, the Italian economy recorded slight GDP growth of 0.9 per cent in 2016 (previous year: 0.7 per cent). The positive trend was mainly due to the quantitative easing of the European Central Bank by buying bonds, a lessening of bracket creep through income tax reductions, low oil prices and a weak euro. Structural problems and ongoing risks in the banking sector depressed growth.

Most of the economies in the Central and Eastern European countries in which the REWE Group is represented developed positively in 2016. Bulgaria, Croatia, Romania, Slovakia, the Czech Republic, Ukraine and Hungary experienced an upturn, with Bulgaria, Croatia and Romania exceeding forecasts. This was mainly driven by consumer spending and higher exports. Consumer spending benefited from increasing real income which, in turn, was aided by declines in both unemployment and inflation. Russia was still in a recession due to the continuing political crisis. The sanctions by Western nations resulting from the Russian-Ukrainian conflict as well as structural weaknesses associated with a low price of oil were the primary factors for the declining GDP. However, the economic parameters appear to be slowly stabilising. GDP declined by 0.6 per cent year on year, less than forecast, the rouble recovered significantly against the euro and inflation (7.2 per cent) more than halved compared with the previous year (15.5 per cent).

In Scandinavia, Sweden exceeded forecasts with strong economic growth of 3.6 per cent (previous year: 4.2 per cent). Denmark and Norway posted slight economic growth but fell short of forecasts.

Economic growth in Switzerland was slightly slower than expected with GDP growth of 1.0 per cent (previous year: 0.8 per cent). GDP growth was still higher than in the previous year as the negative effects of the removal of the euro peg subside.

Economic development in the United Kingdom was below the 2016 forecast, mainly due to the decision to leave the European Union and the associated economic uncertainties. However, GDP grew by 2.0 per cent (previous year: 2.2 per cent).

Page 6 of 177 CHANGES IN ECONOMIC DATA FOR REWE GROUP COUNTRIES

GDP Inflation Unemployment in %¹ 2015 2016p* 2016p 2015 2016p* 2016p 2015 2016p* 2016p Germany 1.5 1.7 1.7 0.1 1.1 0.4 4.6 4.6 4.3 Austria 0.9 1.6 1.4 0.8 1.6 0.9 5.7 5.7 5.9 Czech Republic 4.5 2.6 2.5 0.3 1.6 0.4 5.1 5.0 4.2 Italy 0.7 1.3 0.9 0.1 1.0 0.0 11.9 11.8 11.5

Romania 3.8 3.9 5.0 -0.4 1.1 -1.3 6.8 6.7 6.3 Hungary 2.9 2.5 2.0 0.1 1.6 0.3 6.8 6.8 5.5 Russia -3.7 -1.0 -0.6 15.5 8.6 7.2 5.6 6.5 5.8 Slovakia 3.6 3.6 3.4 -0.3 1.0 -0.5 11.5 11.0 9.8

Switzerland 0.8 1.2 1.0 -0.8 -0.2 -0.5 4.3 4.5 4.3 United Kingdom 2.2 2.4 2.0 0.0 1.2 0.9 5.3 5.2 5.1 Bulgaria 3.0 1.9 3.0 -1.1 0.5 -1.2 9.2 9.0 8.0 Sweden 4.2 2.6 3.6 0.7 1.3 1.1 7.4 7.2 6.9

Croatia 1.6 1.0 1.9 -0.3 0.7 -0.6 16.3 14.8 13.8 Norway 1.6 1.4 0.8 2.0 2.0 3.6 4.4 4.3 4.4 Denmark 1.0 1.7 1.0 0.2 1.3 0.3 6.2 6.0 6.0 Ukraine -9.9 2.0 1.5 48.7 14.2 15.1 9.1 11.0 9.0

Sources: International Monetary Fund, World Economic Outlook Database October 2016, Update January 2017; Joint forecast (Autumn 2016) p=projected; p*=project in previous year ¹ Year-on-year GDP change in %

2. DEVELOPMENT BY SECTOR

Food Retail Sector

GERMAN FOOD RETAIL SECTOR: REVENUE 2016 2015 2016 2015 Change in % nominal nominal real real Full-range stores 2.7 3.3 1.6 2.8 Discounters 1.9 0.3 0.4 0.3 Self-service stores 0.3 -0.8 -0.2 -1.1 Drug stores 3.3 5.9 2.7 5.9

Total food retail sector 1.9 1.3 0.7 0.9

Source: GfK

According to GfK, the German market research company (Gesellschaft für Konsumforschung), the overall Ger- man food retail sector (excluding tobacco and non-food sales) increased revenues by 1.9 per cent in nominal terms (previous year: 1.3 per cent). Drug stores and full-range stores posted particularly strong revenue growth in 2016 in both nominal and real terms.

Page 7 of 177 INDUSTRY TREND: REVENUE Retail Retail Food retail Food retail Change in % 2016 2015 2016 2015 nominal nominal nominal nominal Germany 1.6 2.5 1.8 2.9 Austria 1.1 1.8 2.0 3.6 Czech Republic 3.5 3.8 2.3 3.5 Italy -0.1 0.6 0.5 1.8 Romania 10.7 4.8 12.5 14.7

Hungary 3.9 3.7 3.6 4.5 Russia* 2.3 5.1 2.4 8.7

Slovakia 0.8 1.3 2.1 2.7 Bulgaria 2.3 -1.9 10.9 -1.4

Croatia -0.1 2.5 -4.6 3.2 Ukraine* 14.8 8.3 – –

Sources: Eurostat; * Retail Update Russia (Biweekly News Report - Published by PMR) Last update: January 2017

According to information from Eurostat, in 2016, retail sales in Germany rose by 1.6 per cent in nominal terms (1.2 per cent in real terms) compared to the previous year.

According to Eurostat, the food retail sector (including non-food) grew by 1.8 per cent in nominal terms (real growth: 1.2 per cent) in the reporting period. In 2015, nominal growth was 2.9 per cent (2.3 per cent in real terms).

In 2016, the retail trade in Austria posted a revenue increase of 1.1 per cent in nominal terms (0.8 per cent in real terms). At 2.0 per cent in nominal terms (1.0 per cent in real terms), growth in the food retail sector was significantly stronger than overall retail sales.

Retail sales in Italy decreased by 0.1 per cent in nominal terms in 2016 (increase of 0.7 per cent in real terms). Consumer spending rose slightly year on year. Revenue in the food retail sector increased in nominal terms by 0.5 per cent (0.4 per cent in real terms).

The food retail sector in most of the Eastern European countries in which the REWE Group is represented developed positively. Romania, with a nominal revenue increase of 12.5 per cent (14.6 per cent in real terms), stands out in particular. The drastic reduction of VAT on food products in Romania from 24.0 per cent to 9.0 per cent in June 2015 resulted in declining prices for food products. Growth was mainly driven by volume effects in the food retail sector. By contrast, the food retail sector in Croatia was weak with a decline in revenue of 4.6 per cent in nominal terms. In Russia, revenue increases are essentially attributable to price increases since the beginning of Western sanctions. Sales volumes in 2016 declined sharply as against the previous year in both overall retail and the food retail sector.

Page 8 of 177 Travel and Tourism Overall, the tour operator market recorded a 1.9 per cent decline in revenue to 30.2 billion euros in the 2015/ 2016 tourism year. This was caused by the 45.3 per cent slump in summer bookings for Turkey, Germany's second most important air travel destination, and the ongoing negative trend for the Mediterranean North African countries of Egypt (-41.7 per cent) and Tunisia (-59.2 per cent), which previously accounted for a significant proportion of all German air travellers to the Mediterranean. These countries continued to be dominated by political uncertainty and a tense security situation, which had a negative impact on travellers' booking behaviour. Destinations not affected such as Spain (+5.8 per cent), Portugal (+13.5 per cent), Greece (+13.6 per cent) and Bulgaria (+23.9 per cent) are already very busy and no longer represent quantitative alternatives. Long-haul travel was not a reasonable alternative either due to the high costs resulting from the weak euro and flight prices. Revenue development for land-based destinations and city breaks stagnated. Only ocean cruises have not yet been affected by these trends and are extremely popular, with growth rates in the double digits (+14.8 per cent). However, this was unable to offset the strong decline in air travel bookings (-7.8 per cent). As at the beginning of the year, there are so far no signs of a trend reversal or improvement in the booking situation for the new 2016/2017 tourism year.

The travel agency market as a whole recorded a 1.3 per cent decline in revenue to 24.5 billion euros. Revenue generated by stationary travel agencies declined slightly. Many travel agencies recorded revenue contributions from special organisers (study trips, cruises, theme holidays, land-based travel and holiday accommodation) that operate in non-crisis-affected destinations. Revenue from business travel, which was not affected by these trends, was roughly on a level with the previous year. It remains to be seen whether the high share of business travel, particularly to London, will be impacted by Brexit. Revenue development of online travel agencies was unclear as at the balance sheet date since the market leader in this segment had to file for bankruptcy in mid- 2016 and lost more than half its revenue as a result. By contrast, revenue from single-product portals (+13.2 per cent) and online direct sales of tourism service providers (+7.6 per cent) again grew significantly overall and increased competition with their own sales channels via tour operators and travel agencies.

Specialist Stores According to information published by the German Association of DIY and Gardening Stores in Cologne (BHB - Handelsverband Heimwerken, Bauen und Garten e. V.), the DIY retail sector posted revenue growth of 1.5 per cent in 2016. Based on adjusted sales area, revenue increased slightly by 0.8 per cent. The months of April and May made above-average contributions to revenue growth. Bad weather in June depressed the positive trend.

Page 9 of 177 Performance

1. COMPARISON OF THE FORECAST REPORTED IN THE PREVIOUS YEAR WITH ACTUAL BUSINESS DEVELOPMENT Revenue development of the REWE Group was slightly below expectations in 2016. This is mainly attributable to the performance of Travel and Tourism. Revenue is well below forecast as a result of the continued negative trend in Egypt and Tunisia as well as the drop in revenue in Turkey. Food retail far exceeded expectations.

Operating EBITA developed much better than forecast for 2016 in almost all business units. As well as operating effects (income and expenses), non-recurring effects play a key role here. These are attributable to non- recurring income from central settlement, the disposal of assets and one-off expenses related to risk provisions and had a positive impact overall.

Despite the strained price situation, the National Full-Range Stores business segment exceeded the 2016 forecast EBITA as a result of strong revenue growth.

EBITA generated by the International Full-Range Stores business segment was slightly lower than expected due to investments in the upcoming realignment of the drug store concept.

Continuing operations in the food retail sector in Austria and Eastern Europe exceeded revenue forecasts and more than met EBITA expectations. Overall, the International Full-Range Stores segment exceeded the EBITA expected for 2016.

The National Discount Stores segment far exceeded the 2016 EBITA forecast. Despite the strained price trends, the positive growth in revenue and gross profit contributed to this success.

The development of the Travel and Tourism business segment largely reflects the continued difficult situation in the Arabic world and Turkey. Despite not meeting revenue forecasts, it exceeded the projected EBITA.

The International Discount Stores business segment exceeded its EBITA forecast. Overall, revenue growth was clearly positive but slightly below expectations.

The National Specialist Stores business segment did not meet revenue expectations and as a result, also fell short of the projected EBITA due to the difficult situation caused by weather-related factors in the summer months of 2016.

The combined groups' net debt developed significantly better than planned. Contributing factors here were the operating performance in continuing operations, which exceeded expectations, a net result from the sale of BILLA Romania that significantly exceeded plans, as well as non-recurring income from central settlement and the disposal of assets.

Page 10 of 177 2. RESULTS OF OPERATIONS In accordance with the provisions of IFRS 5, the prior period amounts in the income statement were adjusted so that the following remarks on the results of operations for the financial year and the previous year refer only to the continuing operations. The income and expenses allocable to the discontinued operations are presented in a separate line in the income statement. In that regard, please see note 5 "Divestitures" in the notes to the Combined Financial Statements.

Revenue Development Change in in million € 2016 2015 Change in % absolute figures National Full-Range Stores 18,355.3 17,674.2 681.1 3.9

International Full-Range Stores 8,467.1 8,160.4 306.7 3.8 National Discount Stores 7,202.0 7,041.9 160.1 2.3 Travel and Tourism 4,576.4 3,843.9 732.5 19.1 International Discount Stores 4,242.9 4,076.0 166.9 4.1

National Specialist Stores 2,088.5 2,120.4 -31.9 -1.5 Other 703.8 597.2 106.6 17.8

Total 45,636.0 43,514.0 2,122.0 4.9

Revenue increased by a total of 4.9 per cent in 2016.

National Full-Range Stores, the business segment with the largest volume, generated a revenue increase of 3.9 per cent (previous year: 4.4 per cent), thus developing significantly better than the food retail sector according to Eurostat (1.8 per cent) and GfK (1.9 per cent). The positive development in revenue was generated by both the own store business as well as the wholesale business.

International Full-Range Stores, with revenue of 8.5 billion euros, is the second largest business segment in the REWE Group. Adjusted for currency translation effects, all countries achieved aggregate revenue growth of 4.4 per cent (3.8 per cent including currency translation effects). Bulgaria, Russia, the Czech Republic and Ukraine generated especially high revenue increases. Revenue growth is primarily attributable to the positive development of the core business and expansion activities. The high inflation rate also played a key role in Russia and Ukraine. The positive revenue development continued in Austria as well, borne in particular by the food retail sector.

In the National Discount Stores business segment, revenue rose by 2.3 per cent. The revenue increase is mainly due to the positive development of the established retail stores and expansion activities.

The Travel and Tourism business segment recorded significant revenue growth of 19.1 per cent, largely from including the Kuoni companies over the entire reporting period for the first time. Northern Europe achieved the fastest revenue growth. In contrast, revenue declined in Central and Eastern Europe, primarily as a result of the negative trend for the destinations Turkey, Egypt and Tunisia.

The International Discount Stores business segment closed the financial year 2016 with a revenue increase of 4.1 per cent. All countries posted a positive development in revenues. Business development in Romania and Hungary was particularly dynamic, where expansions as well as the positive development of the established retail stores led to significant revenue growth. Additionally, business in Romania benefited from the reduction in VAT that went into effect as at 1 June 2015.

Page 11 of 177 The National Specialist Stores business segment closed the financial year with a slight decline in revenue. Revenue from DIY stores decreased by 1.5 per cent year on year. The months of April and May made a positive contribution to revenue development, while business was difficult in the summer months due to weather- related factors.

The Other business segment recorded revenue growth of 17.8 per cent. Revenue development was positively impacted by the acquisition of Campina Verde Ecosol, S.L., Cordoba, Spain, and EUROGROUP S.A., Brussels, Belgium, and their subsidiaries. In addition, the internal transfer of EHA Austria Energie-Handelsgesellschaft mbH, Wiener Neudorf, Austria, from the International Full-Range Stores business segment resulted in a corresponding revenue transfer to the Other business segment. This was partially offset by a decline in revenue from the closure of Bäckerei & Konditorei Rothermel GmbH, Östringen. In addition, positive revenue development was posted at -EHA-Energie-Handels-Gesellschaft mbH & Co. KG, Hamburg, and in the REWE digital business.

Stores and Sales Areas At the end of the year, the REWE Group's retail business segments operated 8,836 retail outlets with a total sales area of 8.6 million square metres.

Change in Number of stores 31 Dec. 2016 31 Dec. 2015 Change in % absolute figures National Full-Range Stores 1,728 1,732 -4 -0.2 International Full-Range Stores 2,507 2,469 38 1.5 National Discount Stores 2,148 2,134 14 0.7 Travel and Tourism 748 753 -5 -0.7 International Discount Stores 1,418 1,360 58 4.3 National Specialist Stores 287 296 -9 -3.0 Total 8,836 8,744 92 1.1

¹ Excluding stores of the newly acquired Supermärkte Nord companies.

Change in Sales area in m² * 31 Dec. 2016 31 Dec. 2015 Change in % absolute figures National Full-Range Stores 2,551,383 2,532,562 18,821 0.7 International Full-Range Stores 1,653,073 1,609,230 43,843 2.7 National Discount Stores 1,533,966 1,517,221 16,745 1.1 International Discount Stores 989,094 943,647 45,447 4.8

National Specialist Stores 1,881,597 1,955,839 -74,242 -3.8

Total 8,609,113 8,558,499 50,614 0.6

* No sales area is calculated in Travel and Tourism. ¹ Excluding sales area of the newly acquired Supermärkte Nord companies.

Page 12 of 177 Results Change in in million € 2016 2015 Change in % absolute figures Revenue 45,636.0 43,514.0 2,122.0 4.9 Gross profit 11,681.6 11,142.2 539.4 4.8 Gross profit ratio 25.6% 25.6% EBITDA 2,002.6 1,493.0 509.6 34.1 Depreciation, amortisation and impairments/reversals of -1,006.0 -877.5 -128.5 -14.6 impairment losses and impairment losses (excl. goodwill) EBITA 996.6 615.5 381.1 61.9 Goodwill impairments -137.0 -12.6 -124.4 < -100 EBIT 859.6 602.9 256.7 42.6 Financial result 28.8 -54.0 82.8 > 100 EBT 888.4 548.9 339.5 61.9 Taxes on income -396.1 -136.3 -259.8 < -100 Results from continuing operations 492.3 412.6 79.7 19.3 Results from discontinued operations -29.8 -29.2 -0.6 -2.1 EAT/net income for the year 462.5 383.4 79.1 20.6

The increase in EBITDA was due to higher gross profit. The gross margin remains constant at 25.6 per cent. Other operating income rose by 792.4 million euros (excluding consideration of reversals of impairment losses), which was offset by an increase in other operating expenses (398.2 million euros) and personnel expenses (424.0 million euros).

The increase in other operating income resulted mainly from growth in income from other services, rental income, income from advertising services and miscellaneous other operating income. The increase in income from other services is attributable, among other items, to the increased income from the provision of services to the REWE partner stores in the National Full-Range Stores business segment. The increase in rental income is due primarily to the increase in rental income from REWE partner stores in the National Full-Range Stores business segment. Positive effects here stemmed from the increase in the number of partner stores and the higher sales-based rents due to increased revenue. The increase in income from advertising services is attributable to, among other items, increased advertising activities in radio and television, print media, outdoor advertising and greater use of advertising material in the National Full-Range Stores business segment. The increase in miscellaneous other operating income is due to non-recurring income from central settlement following the revised European Court of Justice (ECJ) ruling.

Correspondingly to the increases in income from other services, rental income and income from advertising services, the related expenses also rose.

The increase in personnel expenses (7.4 per cent) is mainly attributable to the first full-year inclusion of the Kuoni companies, REWE Digital Fulfilment Services GmbH, Cologne, and REWE Spedition und Logistik GmbH, Koblenz (formerly Fruchthof Gleichmann Gesellschaft mit beschränkter Haftung), as well as the inclusion of the EUROGROUP companies following their full acquisition and the 2016 pay-scale increase.

EBITA was 996.6 million euros in 2016, 381.1 million euros or 61.9 per cent higher than the previous year (615.5 million euros).

Page 13 of 177 The higher financial result essentially resulted from a 39.9-million-euro increase in the interest result, a 21.2-million-euro improvement in the results from companies accounted for using the equity method and an 18.4 million euro rise in other financial result. The interest result was lifted by interest income in connection with the non-recurring effect from central settlement. The other financial result improved, mainly due to higher market price gains from financing activities.

Taxes on income resulted in an expense of 396.1 million euros (previous year: 136.3 million euros). This amount consists of deferred tax expense of 10.9 million euros (previous year: income of 21.3 million) as well as current tax expense of 385.2 million euros (previous year: 157.6 million). The current tax expense includes expenses of 103.3 million euros (previous year: 14.1 million euros) from taxes for previous years.

3. FINANCIAL POSITION AND NET ASSETS

Financial Position The groups essentially have access to the following debt capital funds currently available:

DEBT CAPITAL FUNDS in million € 31 Dec. 2016 31 Dec. 2015 Maturity Syndicated loan 1,500.0 1,750.0 18 September 2020 Promissory note loan 175.0 175.0 2 September 2024 Promissory note loan 0.0 300.0 28 November 2017*

Total 1,675.0 2,225.0

* Promissory note loan was repaid early during the financial year.

The syndicated loan was reduced by 250.0 million euros to 1.5 billion euros in the financial year. It had not been utilised either as at the previous year's closing date or as at 31 December 2016. A promissory note loan of 300.0 million euros was repaid early during the financial year. In addition, there are four bilateral lines of credit totalling 350.0 million euros with different terms, of which 175.0 million euros had been utilised as at the balance sheet date.

Internal cash pooling is aimed at reducing the amount of debt financing and at optimising cash and capital investments. Cash pooling allows the use of individual companies' excess liquidity in the groups for internal financing.

Net Debt Net debt increased in 2016 by 12.9 million euros compared to 2015, primarily due to the decline in cash and cash equivalents as a result of higher card payments. in million € 31 Dec. 2016 31 Dec. 2015 Financial liabilities* 1,268.6 1,275.9

Cash and cash equivalents -615.8 -636.0

Net debt 652.8 639.9

*Included under other financial liabilities.

Page 14 of 177 Net Assets

ASSETS

Total assets increased in the financial year by 803.2 million euros to 17,740.2 million euros.

In 2016, the REWE Group invested 1,578.9 million euros (previous year: 1,298.6 million euros) in intangible assets, property, plant and equipment and in investment property. The capital expenditures were aimed primarily at modernising the existing retail network and the warehouse locations and production companies. Reduc- tions in non-current assets were primarily caused by disposals, impairments, depreciations and the reclassification to assets held for sale in the corresponding balance sheet items.

Internally generated intangible assets in use amounting to 66.4 million euros are presented in the financial year (previous year: 88.7 million euros). In addition, there are internally generated intangible assets still in development. The internally generated intangible assets primarily concern software products. In addition, research and development costs amounting to 59.1 million euros were incurred (previous year: 58.0 million euros) that were recognised as expenses.

The decrease in other non-current assets primarily concerns the carrying amount of companies accounted for using the equity method (-59.6 million euros), deferred tax assets (-54.3 million euros), other financial assets (-47.3 million euros), other assets (-37.5 million euros) and current income tax assets (-28.1 million euros).

The carrying amount of companies accounted for using the equity method declined, largely due to the planned disposal of all of the shares in UAB Palink, Vilnius, Lithuania, and the related reclassification to the assets held for sale and disposal groups.

Inventories increased primarily due to an increase in finished goods and merchandise. The increase is mainly attributable to the acquisition of the Supermärkte Nord companies. In addition, raw materials, consumables and supplies also contributed to the increase in inventories. This concerned in particular the International Full-

Page 15 of 177 Range Stores business segment and resulted primarily from price increases and higher storage levels to prevent supply shortages caused by lost harvests in Southern Europe.

The increase in other current assets is primarily attributable to the increase in trade receivables (164.9 million euros), non-current assets and disposal groups held for sale (40.5 million euros) and other financial assets (39.1 million euros). The increase in trade receivables mainly relates to the National Full-Range Stores, Inter- national Full-Range Stores and National Discount Stores business segments and is due to the increase in receivables from card payments. Plans to sell all shares in UAB Palink during the financial year led to the increase in assets held for sale and disposal groups. Other assets (-63.8 million euros), current income tax assets (-36.1 million euros) and cash and cash equivalents (-20.2 million euros) had an offsetting effect. Please see note 4 "Performance indicators" with respect to the change in cash and cash equivalents.

EQUITY AND LIABILITIES

The balance sheet shows equity of 5,723.3 million euros as at 31 December 2016 (previous year: 5,303.5 million euros), which corresponds to an equity ratio of 32.3 per cent (previous year: 31.3 per cent). The return on equity of continuing operations was 9.3 per cent (previous year: 8.3 per cent).

Retained earnings increased by 399.5 million euros to 5,704.6 million euros. Substantial components of this increase were the net income generated for the financial year attributable to the shareholders of the parent in the amount of 456.5 million euros (previous year: 378.5 million euros). The result from the remeasurement of defined benefit plans (-47.6 million euros; previous year: 25.3 million euros) had the opposite effect. The 35.2 million euro increase in other reserves to -59.4 million euros resulted primarily from the reserve for cash flow hedges and the reserve for currency translation differences. Non-controlling interests declined by 14.9 million euros to 26.3 million euros, primarily due to dividend distributions and changes in the scope of consolidation.

The increase in other non-current liabilities essentially concerns other provisions (116.8 million euros), employee benefits (114.7 million euros) and other liabilities (47.5 million euros). The rise in other provisions mainly relates to provisions for expected losses from onerous contracts in the National Full-Range Stores and National Specialist

Page 16 of 177 Stores business segments. Employee benefits rose as a result of the remeasurement of defined benefit plans and the acquisition of the Supermärkte Nord companies. By contrast, other financial liabilities declined by 138.0 million euros due to the early repayment of a promissory note loan of 300.0 million euros. This was offset by an increase in liabilities from finance leases following the acquisition of the Supermärkte Nord companies.

The increase in other current liabilities was primarily from the increase in other financial liabilities (128.0 million euros), other provisions (34.5 million euros) and employee benefits (7.4 million euros). A greater use of borrowings from fixed-term deposits and overnight money compared to the previous year increased liabilities to banks and thus other financial liabilities. By contrast, current income tax liabilities declined by 40.7 million euros and other liabilities by 16.6 million euros.

In addition, there were contingent liabilities of 182.4 million euros as at the balance sheet date (previous year: 214.5 million euros).

Significant events after the end of the reporting period are described under note 43 "Events after the Balance Sheet Date" in the notes to the Combined Financial Statements.

4. PERFORMANCE INDICATORS

Financial Performance Indicators The most significant performance indicators of the REWE Group's operating units are revenue and EBITA. Net debt is included at the Group level. These key figures are reported under notes 2 and 3.

The cash flow statement shows changes in cash and cash equivalents less overdraft facilities during the financial year. A distinction is drawn between changes resulting from operating activities, investing activities and financing activities.

CHANGE IN CASH AND CASH EQUIVALENTS in million € 2016 2015*

Cash funds at beginning of period 606.5 692.7 Cash flows from operating activities, continuing operations 1,735.4 1,089.3 Cash flows from investing activities, continuing operations -1,510.7 -1,003.6 Cash flows from financing activities, continuing operations -339.0 -197.2 Cash flows from continuing operations -114.3 -111.5 Cash flows from discontinued operations 85.5 19.3 Currency translation differences -1.9 6.0 Cash funds at end of period 575.8 606.5 Cash funds at the end of the period, discontinued operations 2.0 6.7

Cash funds at the end of the period, continuing operations 573.8 599.8 of which: cash and cash equivalents 615.8 636.0 of which: bank overdrafts -42.0 -36.2

* Prior-year amounts adjusted in accordance with the provisions relating to reporting discontinued operations (IFRS 5).

For additional explanations, please see note 38 "Cash Flow Statement" in the notes to the Combined Financial Statements.

Page 17 of 177 Non-financial Performance Indicators

Employees On an annual average, the REWE Group had 213,761 employees in 2016 (previous year: 215,134), of which 5,844 (previous year: 5,772) were trainees.

The decline in the number of employees is attributable primarily to the discontinuation of BILLA Romania (3,178 employees) and the closure of Bäckerei & Konditorei Rothermel GmbH, Östringen, (336 employees). The full-year integration of Kuoni had the opposite impact.

As an international trading and tourism group we rely on qualified employees. So that we continue to be considered an attractive employer in the competition for qualified employees, the REWE Group makes targeted investments in its current and future employees. The following action areas play a central role:

Fair work conditions The REWE Group wants long-term commitments from its employees and offers them a motivating work environment. This includes fair work conditions, attractive social benefits and offers that are adapted to the different phases of the employee's life. Fair work environments are based on valuing diversity and a commitment to equal opportunity – these are core values for the REWE Group's corporate culture. The appreciation of employees through appropriate compensation with attractive additional benefits (such as our employee discount) is also a material component of a fair work environment.

Human resources development In order to promote the potential and individual development of employees in the best manner possible, the REWE Group continuously expands its personnel development measures and offers all its employees and exe- cutives an extensive offering of internal training and continuing education. As part of this effort, the Company endeavours to recruit as many as possible specialists and managers from its own ranks and to retain qualified and motivated employees long-term. We also take advantage of the opportunities presented by digitalisation with online training materials for our employees at central locations and in stores as well as data-based participant management.

Health and occupational safety Occupational health management is an important element of the REWE Group's internal social policy. It moti- vates our employees to improve their health by becoming active and enhances working conditions. Following the principle "demand and promote", we offer internal initiatives and health-promotion programmes.

Be it ergonomic work stations or accident prevention, the safety and health of our employees has the highest priority for us. Important topics for us include the prevention of violence (in particular training on proper conduct during robberies), skin protection and the avoidance of musculoskeletal disorders.

Page 18 of 177 Work-life balance Be it adult care for family members or childcare: we help our employees to balance their careers and families. Specifically, with family-oriented service offerings that fit all life phases.

A family-friendly HR policy is important to the REWE Group in order to gain and retain employees. That is why we offer on-site kindergartens at headquarters or child and adult care services in cooperation with AWO in the regions, for example. A good work-life balance is becoming a decisive factor for many people when selecting an employer. That is why many divisions of the REWE Group have been certified by undergoing the "career and family" audit by berufundfamilie Service GmbH. Numerous models are used in the REWE Group that allow employees to organise their work individually and flexibly.

Grievous moments in life such as the death of a close relative, or difficult periods in life such as caring for rela- tives often have a major impact on an employee's performance and ability to work. To that end the LoS! (Life phase-oriented Self-help competence; "Lebensphasenorientierte Selbsthilfekompetenz") programme was developed, which helps employees going through difficult and critical phases in life.

Sustainability Sustainability at the REWE Group is firmly anchored in both the Company's strategy and the corporate organisation. As Chairman of the Management Board, Alain Caparros is responsible for the sustainability strategy for the REWE Group as a whole.

In 2016, a strategic process was implemented to review the organisation and focus of the REWE Group's commitment to sustainability and to adapt this where necessary. The aim was to better integrate activities into existing business processes in order to anchor sustainability even more firmly in the Company. The process was initially implemented for the REWE Group's food retail business in Germany with the REWE and PENNY sales lines. In 2017, it will be reviewed which results can be transferred to the other Group divisions.

Four strategic pillars – "Green Products", "Energy, Climate and the Environment", "Employees" and "Social Involvement" – were introduced in 2008 to implement the sustainability strategy. Within these pillars, the Company has identified action areas that cover all of the issues relevant to the REWE Group. a) Green Products The goal of the Green Products pillar is to make more sustainable product ranges available and to sensitise consumers to sustainable consumption. The "Green Products" pillar's action areas therefore include "Expan- ding sustainable product ranges" and the demand for "Social standards in the supply chain". "Product quality and safety" and "Biodiversity" is also addressed.

The action areas for the German food retail sector were redefined as part of the sustainability strategy. These are now "Fairness", "Nutrition", "Work and social standards" and "Animal welfare and environmental protection".

The REWE Group consistently follows its objective of increasing the share of sustainable store brands and brand- name products by using the PRO PLANET label for store brand products which, in addition to high quality, also have positive ecological and/or social characteristics, by expanding the organic product line and through its product line of regional products as well as various raw materials-related guidelines.

Page 19 of 177 b) Energy, Climate and the Environment Three action areas have been identified in "Energy, Climate and the Environment" pillar: "Increasing energy efficiency", "Reducing atmospheric emissions" and "Conserving resources".

The strategic process for the German food retail sector essentially confirmed the content of these action areas. However, the names of the action areas were adapted as follows: "Energy efficiency", "Atmospheric emissions" and "Conservation of resources".

By 2022, the REWE Group aims to reduce greenhouse gas emissions per square metre of sales area by half compared to 2006 levels. The 2015 carbon footprint report shows that a reduction of 38.2 per cent has already been attained. In addition, electricity consumption per square metre of sales area will be reduced by 7.5 per cent between 2012 and 2022. The coolant-related greenhouse gas emissions per square metre of sales area will be reduced by 35 per cent between 2012 and 2022. c) Employees The satisfaction and performance capability of employees are a core element of the REWE Group's strategic human resources management. Accordingly, the following action areas have been identified for the Employees pillar: "Fair work conditions", "Human resources development", "Health management and occupational safety", "Life-phase oriented HR policy" and "Diversity and equal opportunity".

The action areas for German food retail sector were adapted in the 2016 sustainability strategy. The new action areas were defined as follows: "Values and culture", "Training and professional development", "Health and safety", "Work-life balance" and "Diversity and equal opportunity".

Various initiatives have been implemented in all action areas in order to increase employee satisfaction and dedication. This includes promoting the potentials of employees across all hierarchy levels and fostering a good work-life balance. d) Social Involvement As a major corporate group and in its cooperative tradition, the REWE Group feels obligated to be engaged socially and supports numerous national and international social projects. The pillar's action areas are "Suppor- ting non-profit organisations and projects", "Promoting healthy nutrition and exercise", "Promoting the education and development of children and young people", "Combating child prostitution and violence against children" and "Consumer education and training".

The action areas were adapted following the implementation of the sustainability strategy for the German food retail sector in 2016. For the REWE and PENNY Group divisions, these are now "Non-profit organisations and projects", "Healthy nutrition and exercise", "Opportunities for children and young people", "Handling food responsibly" and "Consumer education and training".

Page 20 of 177 Sustainability Activities The core of the REWE Group's sustainability activities is the active integration and sensitisation of all relevant stakeholder groups, consumers in particular. REWE Markt GmbH stopped selling standard plastic bags in June 2016, for instance, and PENNY Markt GmbH stopped purchasing plastic bags in December. The REWE Group's implementation of this measure attracted attention from around Germany and is a clear commitment to acting sustainably that will save around 200 million plastic bags every year.

In addition, Sustainability Weeks have been held several times a year since 2011 in the REWE, PENNY and toom Baumarkt DIY stores sales lines. During these activities, customers are informed about more sustainable consumption and specific sustainable products using a variety of campaigns, advertising and informational material. Manufacturers of brand-name products are also motivated to make their offerings more sustainable. The most compelling product of the REWE Group Sustainability Weeks is selected by consumers. The winners receive the German Sustainability Award that is awarded in November together with the German Sustainability Award Foundation. In order to discuss important specific topics with stakeholders, the REWE Group has organised dialogue forums since 2010. For instance, on 16 September 2016, over 200 participants from politics, academia, industry and NGOs discussed issues such as marine conservation, more sustainable packaging, the sustainable development goals and work-life balance with the REWE Group. This was held as part of REWE Green Days 2.0, a sustainability event for employees. (More information about the dialogue forum may be found at www.dialog.rewe-group.com.)

Page 21 of 177 Risk and Opportunities Report

The Value of Risk Management As an internationally active trade and tourism group, we are exposed to a wide variety risks, some with short reaction times, as part of our business operations.

Risks are uncertain company-external and internal influential factors that impair the potential profit areas (assets, profit and liquidity) and thus hinder or threaten to hinder the realisation of planned goals or may negatively impact further business development. On the other hand, opportunities are company-external and internal influential factors that create the potential profit areas (assets, profit and liquidity) and thus positively impact the planned goals or further business development.

We employ a uniform risk management system throughout the Group to counter this risk potential successfully and ensure our opportunities potential in the long term. In so doing, we understand risk management as a continual process that is firmly integrated as a regular step in our operating practices.

At the REWE Group, all risks are subject to mandatory management and are mitigated in their effect and probability through operational initiatives. The scope of the related need for action and the initiation of appropriate actions are based on the urgency (probability of materialising) as well as the threat potential (potential damage determined from the monetary, reputational, and legal impact) of the risk. We document and manage existing needs for action in our risk areas using action plans and schedules.

Risk Management Organisation The general conditions, guidelines and processes for uniform corporate risk management are created centrally by Corporate Controlling and the corporate Compliance Department.

Under the groups' prescribed guidelines concerning the defined risk areas, it is the responsibility of the groups to locally organise the establishment and procedural flow of the operational risk management process.

Risk managers identify reportable risks early in our risk areas using a bottom-up approach and these risks are then classified and measured uniformly throughout the Group.

Risk checklists in the form of Group recommendations are developed by our corporate departments and provided to the risk areas regularly to support their risk identification and analysis. This ensures the Group-wide consideration of possible risk events as seen by headquarters.

The risk analysis covers a three-year planning horizon, analogous to the period of our mid-term plan.

Risks with relevant significance for the groups are managed and monitored by selected corporate departments based on their technical competence. In addition to operational business risks with significant threat potential, the focus is also on significant risks from finance, compliance, taxes and financial reporting. The corporate departments discuss and reconcile the varying risk assessments with the risk areas.

Page 22 of 177 RISK MANAGEMENT SYSTEM OF THE REWE GROUP

Our management and supervisory boards are informed of the groups' current risk situation in standardised form on an annual basis. To that end, the risk managers send risk reports to the groups. These reports contain inventories of relevant individual risks from the risk areas as of a given closing date. Risks with similar content and causes are subsequently aggregated at the level of the groups into risk categories and classified as high, medium or low with regard to their relevance to the groups based on the threat potential to our business activities, financial position, results of operations, cash flows and our reputation (high: monetary impact in specific cases > 100 million euros or considerable significance with regard to business activities, cash flows, financial position, and results of operations and reputation; medium and low: at most moderate significance with regard to business activities, cash flows, financial business activities, and results of operations and reputation).

We measure and manage opportunities as part of our regularly scheduled operational and strategic planning. Opportunities and risks are not offset at the level of the groups.

In addition, binding provisions were made under which newly identified, significant risks or existing risks with material effects, changes in their development and high probability of occurrence in the risk areas must be reported directly to our management bodies.

As independent bodies, external auditors and the Auditing department assess the quality and functionality of our risk management system at regular intervals. Nevertheless, we cannot guarantee with complete certainty

Page 23 of 177 that all relevant risks are recognised early and the controls and processes function in the desired scope. Human error can never be ruled out completely.

2016 RISK PORTFOLIO

Presentation of Risks The risk assessment is made based on given or realistically assumable circumstances. Changes in the risk environment, the initiation of actions and changes to planning approaches result in changes to the risk portfolio. Therefore, the energy supply and goods procurement risk types are no longer included in the top risks. The contract and political development risk types were added. a) Top Risks Valuation Risks Assets Unexpected budget or forecast deviations as well as changes in general economic conditions may result in having to remeasure assets such as real estate and goodwill. This can materially impact the earnings development of the groups. Changes in input factors can result in either charges to earnings through impairment write-downs and/or to increases in earnings through reversals of impairment losses. Regular reviews of the recoverability of assets, the examination and plausibility check of the mid-term plan as well as monitoring of the current development of earnings and values give us a current picture of our valuation portfolio and future valuation risks at all times. Ne- cessary strategic measures for reducing the impairment risk can be taken in a timely manner.

Page 24 of 177 Rent Obligations Budget deviations may similarly influence the measurement of rental agreements (onerous contracts). For example, a degradation of retail earnings can result in a higher measurement adjustment that weighs down earnings. The monitoring of current earnings and a regular earnings forecast allow for the early countering of possible risks from existing rental agreements.

Risks Related to Personnel Expenses Due to the dominance of personnel expenses in the retail business, personnel risks are also a primary focus of risk reporting. The development of pay scales and non-wage labour costs as well as the availability of labour are therefore of major importance. An optimum recruiting process is essential to ensure that vacancies are filled quickly and with suitable candidates. Should cost developments be over those previously known or expected, this results in a greater burden on retail earnings and can therefore weigh down the long-term earnings development of the REWE Group. Cost increases can be partially compensated for by continually reviewing our processes and optimising our procedures. This requires strict and consistent cost management.

Price Trend Risks An intensification of the competitive environment can negatively impact price trends and be contained by initiatives only with difficulty. Negative price developments slow sustainable growth in revenue and gross profit and lead to profit erosion. The situation is aggravated by discounters adding brand-name products to their shelves. Since these are essentially high revenue items, long-term price reductions on these items have a significant impact on the development of gross profit.

Changes in the general conditions, such as an increase in excise duties or value added taxes, could materially impact the price trend and thus directly or indirectly affect the results of operations.

We are able to react quickly to price adjustments and adapt to the new price situation by monitoring the competition and prices. Innovative products and brands as well as competitive cost structures assist us in contai- ning or reducing erosions of gross margins.

IT and Data Security Due to the high dependence of trading and tourism processes on IT systems, including of stored data, the security of these systems represents an important foundation for the Company's success. Risk gaps will be closed by a high level of expenditures and investments in the security and performance capability of systems as well as ongoing monitoring of key processes. Data security is ensured by the introduction of new, state-of-the art tech- nologies, thus reducing possible abuse to a minimum. Documenting processes, setting rules and instructions as well as contractual safeguards form the basis for securing the Company's IT processes and systems.

A residual risk cannot be excluded entirely despite the necessary security measures.

Catastrophes The current uncertain political situations, particularly in some Arabic countries, and the growing risk of terrorist attacks, especially in Turkey, increases the risk of declining numbers of guests in Travel and Tourism and therefore declines in revenue and earnings as well. More severe weather situations and natural and environmental disasters can lead to restrictions in tourist traffic and therefore to increased costs.

Page 25 of 177 A well organised crisis management system, contingency plans and sufficient alternative offers should reduce the effects and thus the financial risk.

Continuous monitoring and optimised guarantees and advance payments are intended to reduce the risk of necessary financial commitments and the risk of defaults.

Image and Customer Marketing Risks

Flawed communication with customers and stakeholders, first and foremost on the topic of sustainability, can lead to image risks for the Company. Because the REWE Group takes a leading position in the field of sustainability, correct and transparent communication, e.g. on issues relating to products and employees, plays an important role. Due to the high sustainability requirements and continual observation by stakeholders, flawed communication can have severe adverse effects on customers and stakeholders.

Sustainability communications are therefore subject to a careful examination conducted by the necessary specialist departments. Campaigns are centrally supported by market research. A clearing office has been established to review communications media and statements.

It is important that customer communications are timely and comprehensive, particularly when dealing with risks and crises. Erroneous or incomplete information could lead to long-term damage to the Company.

The aim of highly-developed quality controls and a structured and transparent sales communication system are to reduce the risk of erroneous information.

Competitors Overall, competition in the food retail sector continues to put pressure on prices and thus on gross margins.

Discounters are increasingly carrying brand-name products, which is increasing the pressure on market price trends. The resulting pressure on gross profit could have a material impact on the results of operations.

It is important for a retail company to recognise market trends early and to develop characteristics distinguishing it from the competition using new store concepts. Changes in customers' lifestyles affect their purchasing behaviour and thus the market requirements. Therefore, it is important to recognise market trends and changes in behaviour early in order to offer the store concepts to customers that meet their needs. If trends or market changes are identified too late, especially in the saturated markets, this results in a long-term competitive disadvantage and thus in revenue and earnings declines.

The growing online business poses new challenges for both over-the-counter retailing and travel and tourism. The increasing activities in the online retail trade will lead to changes in the trade landscape. It is therefore particularly important to closely observe and actively follow this trend. As an example, the REWE Group established an internal corporate department for coordinating online activities and further strengthened its online activities, above all in the German food retail sector. We plan to expand the segment further and take a leading role in online business in the German food retail sector. Strengthening activities and bundling the coordination of online activities in a central office will allow trends to be recognised early and online activities to be pushed and managed in a targeted manner.

Page 26 of 177 Store concepts and ranges are continually refined, meaning that innovations must be identified and implemented at an early stage. We constantly observe our competitors and the markets so as not to miss trends or new developments. This enables us to identify and implement trends and changes at an early stage.

Contracts The uncertain and unclear legal situation in some countries may lead to risks, particularly with respect to rental and licensing agreements. This could limit the operation of stores or the sale of products, which in turn would reduce earnings. We conduct detailed and comprehensive assessments to keep this risk as low as possible.

Political Developments As an international corporate group, we are also dependent on political developments in the individual countries in which we operate. A lack of stability or unreliable political leadership could lead to uncertainty, which we are exposed to as a company. Changes to laws or levies could have a significant impact on the earnings generated by our activities. We therefore monitor and analyse political developments in the countries in which we operate very closely in order to initiate necessary and suitable measures in good time. b) Other Risks Financial Risks The corporate groups are exposed to various financial risks by their business activities, in particular to liquidity risk, interest rate risk and commodity risks (jet fuel). The liquidity and interest rate risks are managed systematically pursuant to the financial guidelines. Financial risks are identified, assessed and hedged in close cooperation with the operating units. A central Treasury Committee consults and decides on the risk policy and risk strategy. Treasury committees also exist at the level of the strategic business units. The permissible range of actions, responsibilities, financial reporting and control mechanisms for financial instruments are defined in detail in the corporate guidelines. These guidelines call in particular for a clear functional separation between trading and settlement activities.

Comprehensive management of financial risks focuses on the unpredictability of developments on the financial markets and aims to minimise the potential for negative impact on the financial position of the groups. Mitiga- ting risk generally takes precedence over considerations of profitability.

A treasury management system is used to limit interest rate risks so that they are always within the scope stipulated by financial guidelines. Derivative financial instruments are used to hedge risks; their use is coordi- nated by the Treasury Committee.

The aim of liquidity management is to ensure that, through RIF the consolidated companies always have access to sufficient liquidity on the basis of adequate undrawn lines of credit so that no liquidity risk exists should unexpected events have a negative financial impact on liquidity.

The budgeted demand for jet fuel by Nova Airlines AB, which was acquired in 2015, is secured in coordination with the responsible managers within DER Touristik using derivative financial instruments with terms up to 18 months.

Loans, fixed-term deposits and overnight money are used as financial instruments.

Page 27 of 177 Legal Risks As an international company, the REWE Group is confronted with changes in the legal framework of its business activities as well as legal disputes and official proceedings, some of which could significantly impact on the Group's business. A team of legal experts observes such changes continually and coordinates the Group's key legal steps.

A Compliance Management System (CMS) was implemented in the REWE Group in 2010 to ensure adherence with statutory and internal Company directives. Since then, the CMS has been continuously enhanced and includes in particular preventive measures to avoid compliance risks, with a focus on antitrust and corruption risks. The decentrally-structured compliance organisation has on a direct link to the chairman of the Manage- ment Board.

The compliance programme was further expanded in 2016 as well. A project to certify the compliance management system in accordance with auditing standard IDW PS 980 was launched. In addition, processing procedures related to compliance were optimised and revised substantively and for technical reasons. In addition, numerous on-site training sessions and workshops were again conducted in which employees were also taught subject-specific behaviour conforming to compliance requirements. The training programme was also expanded. In addition to the existing interactive online courses, a new e-quiz on anti-trust law was rolled out. The online "compliance basics" course continued to be a fixed component of mandatory compliance training. Many managers and employees also took advantage of the individual compliance consultations offered. The corporate Compliance Department has been responsible for guideline management for the REWE Group since the beginning of 2016. The reorganisation of guideline management was initiated as part of a Group-wide project.

Employees have access to material and current compliance information on our intranet. The REWE Group's compliance reporting system is also available on the intranet and the contact data for whistleblower notifi- cations is published there. Material information about the CMS as well as the REWE Group's code of conduct are also available on the REWE Group's website.

In its decision dated 2 February 2017, the European Commission initiated formal proceedings against the largest European tour operators – including companies of the groups – due to suspected source market restrictions. The outcome of these investigations is difficult to predict at the present time.

Tax Risks Tax risks result primarily from ongoing and upcoming tax audits. These risks and possible legal risks are always taken into account by recognising provisions or allowances for claims in the statement of financial position. Tax risks are minimised by engaging qualified tax experts to closely monitor and collect information on the operating areas, by involving such experts in change projects and contractual matters and by the internal control system.

Socio-political Risks As an international corporate group, the REWE Group is dependent on the political and economic situation in the countries in which it operates. The general conditions the individual countries can change rapidly. Changes or instability in the political leadership, strikes, civil unrest, attacks, embargos or changes in regulations, laws or levies can lead to risks.

Page 28 of 177 We continuously monitor the development of socio-political risks in the countries relevant to us. In particular, we are closely monitoring current political developments in Turkey and in the Arabic world as well as the resulting uncertainty for our markets in these destinations as well as for the European economy.

We are also following very intensely the current tense situation in Europe and the intensive discussions on immigration and asylum policies. We closely analyse risks or opportunities that arise from the social and political situation and initiate measures if necessary.

Presentation of Opportunities

Markets and Customers The REWE Group is represented in the Western and Eastern Europe countries with successful brands and distribution strategies. The REWE Group can utilise its opportunities on the market by further developing innovative sales concepts and consistently aligning its actions to the customers' needs.

As such, the customer is the focal point of the Group's actions. By expanding the product lines of regional and sustainable products, the REWE Group is taking a leading role in the food retail sector, which is distinguishing it significantly from the competition.

In international business, the REWE Group signifies strong brands such as BILLA, MERKUR, BIPA and PENNY that have a high degree of name recognition. Our strength is an innovative product line which is tailored to specific countries and is continually improved and expanded. Improvements in quality and freshness lead to a positive customer perception and strengthen our competitive position.

We are in a position to improve our market share through investments in a modern and extensive branch network and by focusing on strong brands and sales concepts.

The intensified expansion and reorganisation of our tourism business could significantly strengthen our position in the European market. Extending the value chain and expanding into additional source markets create further added value and increase the potential of harnessing market opportunities.

We want to exploit the opportunities to profit from the growth of online sales and online business by expanding our online activities. At the same time, we can further expand our market position by sensibly linking of our strong over-the-counter retail and service activities in travel and tourism with the advantages of online retail and business activities.

Economic Environment The economic upheaval of recent years have significantly weighed on results, above all in Eastern Europe. Economic growth in Eastern Europe is again estimated to be low and a rapid recovery is hardly expected. Should the economic conditions in Eastern Europe develop better than we anticipate, this can result in a substantial improvement of the earnings situation in individual countries.

Page 29 of 177 Prices The currently prevailing strong competition in the food retail sector and the continuing price wars, in particular in the discount sector, are sharply reducing margins in the food retail sector. In addition, deflationary trends in the key merchandise groups are weighing down the development of revenue and margins. Should the price wars, competitive pressure or deflationary trends abate, this can lead to increasing revenues and margins and therefore to positive growth of gross margins.

The success of our retail companies is dependent to a considerable extent on the purchase prices. In order to meet the growing challenges of the competition in retailing and the increasing internationalisation of the food retail sector, in 2016 we founded a joint purchasing company in Brussels together with French retail company E.Leclerc. We are also part of the COOPERNIC strategic alliance with other European retail companies. We can counter the risk of purchasing price volatility and leverage international purchasing potentials through joint purchasing and by negotiating terms and conditions.

Costs Continuous optimisations of processes and costs lead to improvements in productivity which positively impacts costs, and in turn, earnings.

Management's Overall Assessment of the Risk Situation Due to our activity in the retail and tourism sectors, we are particularly dependent on demand for consumer goods and the competitive situation. Recent years have shown that economic development in the countries of Western, Southern and Eastern Europe sharply impacts purchasing power and therefore demand. Even if the food retail sector is not as strongly affected by the economic crisis as other retail sectors, a degradation of general conditions still has a negative influence on the Company's success.

A substantial degradation of general economic conditions and an intensification of the political and economic situation in the leading nations in the Americas, Asia and Europe will greatly increase potential risks. Develop- ments within the European Union and the discussion surrounding its future could also lead to higher potential risks. In the Travel and Tourism business segment, the booking behaviour of customers is significantly influenced by general economic conditions and external factors. Political events, natural disasters, epidemics or terrorist attacks influence the demand for travel in certain destination areas. The market risks are increasing through the entry of additional market participants and new business models.

Overall, however, there are currently no identifiable risks whose materialisation could threaten the continued existence of the groups.

Page 30 of 177 Report on Expected Developments

1. FUTURE MACRO-ECONOMIC DEVELOPMENT The report on expected developments considers the relevant facts and events known as at the date the report was prepared, which could influence future business development. The forecasts are based primarily on the analyses of the International Monetary Fund (IMF) and the joint forecast.

FORECAST ECONOMIC DATA FOR REWE GROUP COUNTRIES GDP Inflation Unemployment in %i¹ 2016p 2017p 2016p 2017p 2016p 2017p Germany 1.7 1.5 0.4 1.5 4.3 4.0

Austria 1.4 1.2 0.9 1.6 5.9 6.0 Czech Republic 2.5 2.7 0.4 1.4 4.2 4.0 Italy 0.9 0.7 0.0 1.0 11.5 10.9 Romania 5.0 3.8 -1.3 1.5 6.3 6.2 Hungary 2.0 2.5 0.3 1.9 5.5 5.3 Russia -0.6 1.1 7.2 5.0 5.8 5.9 Slovakia 3.4 3.3 -0.5 1.1 9.8 9.4 Switzerland 1.0 1.3 -0.5 0.2 4.3 4.3 United Kingdom 2.0 1.5 0.9 2.5 5.1 5.4 Bulgaria 3.0 2.8 -1.2 0.6 8.0 7.7 Sweden 3.6 2.6 1.1 1.5 6.9 6.7 Croatia 1.9 2.1 -0.6 0.9 13.8 13.4 Norway 0.8 1.2 3.6 2.9 4.4 4.3 Denmark 1.0 1.4 0.3 1.3 6.0 5.9 Ukraine 1.5 2.5 15.1 11.0 9.0 8.7

Sources: International Monetary Fund, World Economic Outlook Database October 2016, Update January 2017; Joint forecast (Autumn 2016) p=projected; ¹ year-on-year GDP change in per cent

Germany will record slightly slower GDP growth in 2017 compared to 2016. The economy will continue to be driven by consumer spending and the construction industry despite higher projected inflation and as a result, slightly lower purchasing power. However, the stable labour market trend and continued decline in the unemployment rate are not expected to provide any significant economic momentum. It is still unclear how the USA's future economic policy and the Brexit vote in the UK will affect the export economy.

For Austria, we expect slightly weaker growth than in Germany. Like in Germany, the Austrian economy will mainly be driven by domestic demand. Real income will rise on the back of tax breaks, leading to an upturn in consumer spending. This will make a significant contribution to economic growth in Austria.

The unemployment rate will increase only slightly to around 6.0 per cent. Consumer prices will increase in 2017 by approximately 1.6 per cent, due mainly to the development of commodities prices. However, we only expect consumer prices in the food retail sector to increase slightly.

Economic development in Italy for 2017 shows a slight downward trend, at +0.7 per cent. This mainly reflects the weak domestic demand. The export economy will not provide any significant economic momentum and the

Page 31 of 177 slow pace of structural reforms will not improve the situation, either. The high level of government debt remains an additional risk to further growth.

The Eastern European economies in which the REWE Group is represented will see mixed trends. Economic growth in Romania, Bulgaria and Slovakia will be slightly weaker than in 2016, while the other countries will continue to expand.

Like in Germany and Austria, economic growth in Eastern Europe will be driven by domestic demand.

Economic growth in Switzerland in 2017 will improve slightly compared to 2016 but will continue to trail Ger- many at 1.3 per cent. Growth will be positively impacted by consumer and government demand. Greater gains in purchasing power as a result of declining or low price trends will also contribute to economic growth.

Economic development in the United Kingdom is characterised first and foremost by the uncertainties surrounding the upcoming Brexit. Generally, growth rates are expected to decline in 2017 as against 2016. Despite the more upbeat trend currently seen in the UK, uncertainty about future developments is being felt in all sectors of the economy.

We anticipate mixed growth rates in Scandinavia for 2017. For Norway and Denmark, we expect a slightly better development than in 2016. Sweden will grow at 2.6 per cent, below the previous year but again at a higher level than Norway and Denmark. The decline is mainly attributable to the waning effect of the refugee influx and the resulting decrease in spending and government investment.

2. EXPECTED REVENUE AND EBITA DEVELOPMENT For 2017, the REWE Group plans on a further slight increase in revenue with lower earnings. The planned earnings development will be influenced above all by greater capital expenditures (online and over-the-counter), project delays, heightened competition as well as non-recurring effects that had a positive impact on earnings in 2016. There will be significant structural changes in 2017 as a result of the restructuring of the retail business and the consolidation of national retail activities in the "Retail Germany" business area and international retail activities in the "Retail International" business area, as well as the reorganisation of the Travel and Tourism business.

Retail Germany In the REWE (National Full-Range Stores) division, the expansion of delivery service and the strengthening of price-performance perception in the over-the-counter business will be at the forefront in 2017. Earnings of the Full-Range Stores will be encumbered by start-up costs from the addition of new warehouse locations in Ger- many and the expansion of delivery service. Capital spending on the existing store network and the integration of the former Kaiser's Tengelmann stores and the Supermärkte Nord companies acquired, as well as organic expansion will lead to an increase in revenue but will weigh down earnings in 2017, which will be a year of integration, restructuring and expansion. Added services and stronger price negotiations lead temporarily to erosions of gross profit margins and additional costs, but secure earnings over the long-term. Overall for 2017, we expect increases in revenue with lower earnings.

In the PENNY (National Discount Stores) division, we expect continued positive revenue development. Decisive here is the further investment in the existing store network, the optimisation of the product ranges as well as an increasing number of stores. The heightened competitive situation and resultant high price pressure will

Page 32 of 177 reduce revenue. Increased price pressure, capital spending on the store network and projects to optimise the product range and processes will depress the projected earnings for 2017 compared with 2016 but will secure competitiveness in the long term.

Retail International In the International Full-Range Stores business segment, revenue is forecast to increase in 2017 as compared to 2016. The modernisation measures conducted and still planned for the BILLA and MERKUR sales channels in Austria will continue to result in revenue and earnings growth. The repositioning of BIPA Austria will have a negative impact on revenue and earnings in 2017 but lays the foundation for future competitiveness in a solid environment. Higher revenues and earnings are expected in Eastern Europe as well, despite the somewhat difficult economic and competitive environment. The situations in Russia and Ukraine remain challenging.

In the International Discount Stores business segment, revenue is forecast to increase as compared to 2016. This is attributable first and foremost to the expected positive development in Italy, Hungary and the Czech Republic. Growth in revenue and gross profit had a positive effect on the results of operations. Earnings were negatively impacted by further expansion and higher costs.

Travel and Tourism After being affected by political crises in 2016, the Travel and Tourism business segment plans a significant revenue increase and earnings growth for 2017. The integration of the Kuoni units in the Group network and the rollout of the new reservation system remain important work priorities for the new financial year.

National Specialist Stores The National Specialist Stores business segment expects a recovery in the revenue situation and plans on improved earnings with higher revenue in 2017. Activities in 2017 will focus on further expansion, work on prices and the product range as well as improvements in customer perception.

Management's Overall Assertion on Revenue, EBITA and Debt Development We expect further slight increases in revenue and slightly higher or stable price levels for the business units for the 2017 financial year. Additional expansions and renovation activities will support long-term revenue development.

The development of the EBITA of the groups will be affected by the moderate economic development, increasing costs and a continuing high level of investment. The restrained price trend, greater activities in the domestic and international online business as well as the elimination of positive non-recurring effects from 2016 will result in a substantial decrease of EBITA in 2017 as compared to 2016.

As a result of high capital expenditures, the Group's net debt will increase slightly by the end of 2017. Sufficient provisions have been made for this in connection with the current credit facilities.

Cologne, 27 March 2017

Page 33 of 177 REWE-ZENTRALFINANZ EG, COLOGNE, AND REWE - ZENTRAL-AKTIENGESELLSCHAFT, COLOGNE

COMBINED FINANCIAL STATEMENTS

FOR THE 2016 FINANCIAL YEAR

Page 34 of 177 CONTENTS

INCOME STATEMENT 36 STATEMENT OF COMPREHENSIVE INCOME 37 BALANCE SHEET 38 CASH FLOW STATEMENT 39 STATEMENT OF CHANGES IN EQUITY 40 NOTES 42 AUDITORS’ REPORT 176

Page 35 of 177 Income Statement

FOR THE FINANCIAL YEAR FROM 1 JANUARY TO 31 DECEMBER 2016 in million € Note no. 2016 2015* Revenue 9 45,636.0 43,514.0

Change in inventory 30.6 31.1 Other operating income 10 3,648.0 2,854.7

Cost of materials 11 -33,985.0 -32,402.9 Personnel expenses 12 -6,161.7 -5,737.7 Depreciation, amortisation and impairments 13 -1,156.5 -902.7

Other operating expenses 14 -7,151.8 -6,753.6 Operating result 859.6 602.9 Results from companies accounted for using the equity method 15 46.8 25.6 Results from the measurement of derivative financial instruments 16 -0.5 -3.8

Interest and similar income 58.6 20.3 Interest and similar expenses -73.4 -75.0 Interest result 17 -14.8 -54.7 Other financial income 18 -2.7 -21.1 Financial result 28.8 -54.0 Earnings before taxes 888.4 548.9 Taxes on income 19 -396.1 -136.3 Results from continuing operations 492.3 412.6 Results from discontinued operations 5 -29.8 -29.2 Net income for the year 462.5 383.4 Net income for the year attributable to shareholders of the parent companies 456.5 378.5 Net income for the year attributable to non-controlling interests 6.0 4.9

* Prior-year amounts adjusted in accordance with the provisions relating to reporting discontinued operations (IFRS 5).

Page 36 of 177 Statement of Comprehensive Income

FOR THE FINANCIAL YEAR FROM 1 JANUARY TO 31 DECEMBER 2016 1 Jan. - 1 Jan. - in million € 31 Dec. 2016 31 Dec. 2015

Net income for the year 462.5 383.4 Gains and losses from the translation of the financial statements of foreign subsidiaries 13.5 -3.1 of which recognised directly to equity 15.7 -3.3 of which recognised in profit or loss -2.2 0.2

Gains and losses from the remeasurement of available-for-sale financial assets 1.8 0.5 of which recognised directly to equity 2.0 0.5 of which recognised in profit or loss -0.2 0.0 Gains and losses from cash flow hedges 31.3 -46.9

of which recognised directly to equity 31.3 -41.0 of which recognised in profit or loss 0.0 -5.9 Other comprehensive income of associates and joint ventures -1.2 1.3 of which recognised directly to equity -1.2 1.3 of which recognised in profit or loss 0.0 0.0 Deferred taxes on aforementioned gains or losses reported under other comprehensive income -10.9 14.7 of which: recognised directly to equity -10.9 14.7 of which: recognised in profit or loss 0.0 0.0 Other comprehensive income attributable to items to be recycled to the income statement 34.5 -33.5 at a later date if certain conditions are met Gains and losses from the remeasurement of defined-benefit pension commitments -68.4 36.8 Deferred taxes on aforementioned gains or losses reported under other comprehensive income 20.9 -11.4 Other comprehensive income of associates and joint ventures 0.0 -0.2 Other comprehensive income attributable to items which will never be recycled to the income statement -47.5 25.2 Other comprehensive income -13.0 -8.3 Comprehensive income 449.5 375.1 Comprehensive income attributable to shareholders of the parent companies 444.5 368.3 Comprehensive income attributable to non-controlling interests 5.0 6.8

(For disclosures, see note 32 "Equity")

Page 37 of 177 Balance Sheet

AS AT 31 DECEMBER 2016

Assets in million € Note no. 31 Dec. 2016 31 Dec. 2015 Intangible assets 21 1,668.5 1,623.4 Property, plant and equipment 22 8,426.3 7,665.7 Investment properties 23 46.5 47.4 Companies accounted for using the equity method 25 140.1 199.7 Other financial assets 26 247.0 294.3 Other assets 28 45.1 82.6 Current income tax assets 30 0.0 28.1 Deferred tax assets 30 446.7 501.0 Non-current assets 11,020.2 10,442.2 Inventories 29 3,575.9 3,475.1 Other financial assets 26 609.6 570.5 Trade receivables 27 1,241.3 1,076.4 Other assets 28 377.0 440.8 Current income tax assets 30 101.8 137.9 Cash and cash equivalents 31 615.8 636.0 Sub-total of current assets 6,521.4 6,336.7 Non-current assets held for sale and disposal groups 5 198.6 158.1 Current assets 6,720.0 6,494.8 Total assets 17,740.2 16,937.0

Equity and Liabilities in million € Note no. 31 Dec. 2016 31 Dec. 2015 Subscribed capital 32 38.7 38.7 Capital reserves 32 30.8 30.8 Retained earnings 32 5,704.6 5,305.1 Other reserves 32 -59.4 -94.6 Treasury shares 32 -17.7 -17.7 Equity attributable to shareholders of the parent companies 5,697.0 5,262.3 Non-controlling interests 32 26.3 41.2 Equity 5,723.3 5,303.5 Employee benefits 33 879.2 764.5 Other provisions 34 803.1 686.3 Other financial liabilities 35 914.4 1,052.4 Trade payables 36 5.1 4.5 Other liabilities 37 98.9 51.4 Deferred tax liabilities 30 71.2 140.1 Non-current liabilities 2,771.9 2,699.2 Employee benefits 33 625.6 618.2 Other provisions 34 698.2 663.7 Other financial liabilities 35 423.3 295.3 Trade payables 36 5,825.4 5,616.5 Other liabilities 37 1,467.3 1,483.9 Current income tax liabilities 30 170.3 211.0 Sub-total current liabilities 9,210.1 8,888.6 Liabilities from non-current assets held for sale and disposal groups 5 34.9 45.7 Current liabilities 9,245.0 8,934.3 Total equity and liabilities 17,740.2 16,937.0

Page 38 of 177 Cash Flow Statement

FOR THE FINANCIAL YEAR FROM 1 JANUARY TO 31 DECEMBER 2016 in million € 2016 2015* Results from continuing operations 492.3 412.6 Financial result -28.8 54.0 Income tax expense 396.1 136.3 Depreciation/amortisation and retroactive capitalisations on intangible assets, property, 1,153.5 872.0 plant and equipment and financial assets Increase/decrease in provisions 107.1 -8.5 Gains on the disposal of -6.0 -17.4 intangible assets, property, plant and equipment and financial assets Other non-cash expenses -105.0 83.4 Increase in inventories, trade receivables and -125.0 -379.6 other assets not attributable to investing or financing activities Increase / Decrease in trade payables and 159.8 -31.3 other liabilities not attributable to investing or financing activities Income taxes paid -364.2 -59.4 Dividends received 37.7 60.1 Sub-total 1,717.5 1,122.2 Interest received 93.7 22.3 Interest paid -75.8 -55.2 Cash flows from operating activities, continuing operations 1,735.4 1,089.3 Cash flows from operating activities, discontinued operations -22.1 -1.6 Proceeds from disposals of intangible assets, property, plant and equipment and investment properties 94.0 94.8 Proceeds from disposals of financial assets and companies accounted for using the equity method 345.0 222.8 Proceeds from the disposal of shares in consolidated companies 0.0 2.8 Purchase of intangible assets, property, plant and equipment and investment properties -1,578.9 -1,298.6 Purchase of financial assets and companies accounted for using the equity method -267.6 -200.7 Excess proceeds from business combinations and the acquisition of shares in consolidated companies 18.2 178.7 Payments for business combinations and the acquisition of shares in consolidated companies -121.4 -3.4 Cash flows from investing activities, continuing operations -1,510.7 -1,003.6 Cash flows from investing activities, discontinued operations 107.8 23.8 Paid dividends and other interests -14.7 -30.8 Payments from changes in non-controlling interests -9.5 -1.6 Cash proceeds from borrowings 249.5 118.7 Cash repayments of borrowings -528.0 -250.2 Cash payments of finance lease liabilities -36.3 -33.3 Cash flows from financing activities, continuing operations -339.0 -197.2 Cash flows from financing activities, discontinued operations -0.2 -2.9 Net change in cash funds -28.8 -92.2 Currency translation differences -1.9 6.0 Net change in cash funds -30.7 -86.2 Cash funds at beginning of period 606.5 692.7 Cash funds at end of period 575.8 606.5 Cash funds at the end of the period, discontinued operations 2.0 6.7 Cash funds at the end of the period, continuing operations 573.8 599.8

* Prior-year amounts adjusted in accordance with the provisions relating to reporting discontinued operations (IFRS 5). (For disclosures, see note 38 "Cash Flow Statement")

Page 39 of 177 Statement of Changes in Equity

FOR THE 2015 FINANCIAL YEAR Other reserves Non- Sub- Equity Capital Retained Reserve for at- Treasury control- Reserve for Reserve for Difference Reserve for in million € scribed Revaluation equity accounting parent Total reserves earnings cash flow available-for-sale from currency deferred shares ling capital reserve components taken company hedges financial assets translation taxes interests directly to equity

As at 1 Jan. 2015 38.7 30.8 4,902.8 57.7 0.0 1.9 -102.2 -0.4 -15.8 -17.7 4,895.8 61.2 4,957.0 Currency translation adjustments 0.0 0.0 0.0 0.0 0.0 0.0 -4.5 0.0 0.0 0.0 -4.5 1.4 -3.1 Available-for-sale securities 0.0 0.0 0.0 0.0 0.5 0.0 0.0 0.0 0.0 0.0 0.5 0.0 0.5 Cash flow hedges 0.0 0.0 0.0 -47.4 0.0 0.0 0.0 0.0 14.8 0.0 -32.6 0.4 -32.2 Remeasurement of defined-benefit 0.0 0.0 25.3 0.0 0.0 0.0 0.0 0.0 0.0 0.0 25.3 0.1 25.4 pension commitments

Other comprehensive income of 0.0 0.0 -0.2 0.0 0.0 0.0 0.0 1.3 0.0 0.0 1.1 0.0 1.1 associates and joint ventures Other comprehensive income 0.0 0.0 25.1 -47.4 0.5 0.0 -4.5 1.3 14.8 0.0 -10.2 1.9 -8.3 Net income for the year 0.0 0.0 378.5 0.0 0.0 0.0 0.0 0.0 0.0 0.0 378.5 4.9 383.4 Comprehensive income 0.0 0.0 403.6 -47.4 0.5 0.0 -4.5 1.3 14.8 0.0 368.3 6.8 375.1 Dividend distribution 0.0 0.0 -4.7 0.0 0.0 0.0 0.0 0.0 0.0 0.0 -4.7 -26.1 -30.8 Changes in equity by shareholders 0.0 0.0 -4.7 0.0 0.0 0.0 0.0 0.0 0.0 0.0 -4.7 -26.1 -30.8 Changes in the scope of 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 -0.7 -0.7 consolidation Acquisitions of non-controlling 0.0 0.0 -1.7 0.0 0.0 0.0 0.0 0.0 0.0 0.0 -1.7 0.0 -1.7 interests Transfer between reserves 0.0 0.0 0.5 0.0 0.0 -0.5 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Other changes in equity 0.0 0.0 4.6 0.0 0.0 0.0 0.0 0.0 0.0 0.0 4.6 0.0 4.6

Ending balance as at 31 Dec. 2015 38.7 30.8 5,305.1 10.3 0.5 1.4 -106.7 0.9 -1.0 -17.7 5,262.3 41.2 5,303.5

Page 40 of 177 FOR THE 2016 FINANCIAL YEAR Other reserves Non- Sub- Equity Capital Retained Reserve for at- Treasury control- Reserve for Reserve for Difference Reserve for in million € scribed Revaluation equity accounting parent Total reserves earnings cash flow available-for-sale from currency deferred shares ling capital reserve components taken company hedges financial assets translation taxes interests directly to equity

As at 1 Jan. 2016 38.7 30.8 5,305.1 10.3 0.5 1.4 -106.7 0.9 -1.0 -17.7 5,262.3 41.2 5,303.5 Currency translation adjustments 0.0 0.0 0.0 0.0 0.0 0.0 14.6 0.0 0.0 0.0 14.6 -1.1 13.5 Available-for-sale securities 0.0 0.0 0.0 0.0 2.0 0.0 0.0 0.0 0.0 0.0 2.0 0.0 2.0 Cash flow hedges 0.0 0.0 0.0 31.2 0.0 0.0 0.0 0.0 -11.0 0.0 20.2 0.1 20.3 Remeasurement of defined-benefit 0.0 0.0 -47.6 0.0 0.0 0.0 0.0 0.0 0.0 0.0 -47.6 0.0 -47.6 pension commitments

Other comprehensive income of 0.0 0.0 0.0 0.0 0.0 0.0 0.0 -1.2 0.0 0.0 -1.2 0.0 -1.2 associates and joint ventures Other comprehensive income 0.0 0.0 -47.6 31.2 2.0 0.0 14.6 -1.2 -11.0 0.0 -12.0 -1.0 -13.0 Net income for the year 0.0 0.0 456.5 0.0 0.0 0.0 0.0 0.0 0.0 0.0 456.5 6.0 462.5 Comprehensive income 0.0 0.0 408.9 31.2 2.0 0.0 14.6 -1.2 -11.0 0.0 444.5 5.0 449.5 Dividend distribution 0.0 0.0 -4.7 0.0 0.0 0.0 0.0 0.0 0.0 0.0 -4.7 -10.0 -14.7 Changes in equity by shareholders 0.0 0.0 -4.7 0.0 0.0 0.0 0.0 0.0 0.0 0.0 -4.7 -10.0 -14.7 Changes in the scope of 0.0 0.0 2.3 0.0 0.0 0.0 0.0 0.0 0.0 0.0 2.3 -20.2 -17.9 consolidation Acquisitions of non-controlling 0.0 0.0 -19.9 0.0 0.0 0.0 0.0 0.0 0.0 0.0 -19.9 10.3 -9.6 interests Transfer between reserves 0.0 0.0 0.4 0.0 0.0 -0.4 0.0 0.0 0.0 0.0 0.0 0.0 0.0

Other changes in equity 0.0 0.0 12.5 0.0 0.0 0.0 0.0 0.0 0.0 0.0 12.5 0.0 12.5

Ending balance as at 31 Dec. 2016 38.7 30.8 5,704.6 41.5 2.5 1.0 -92.1 -0.3 -12.0 -17.7 5,697.0 26.3 5,723.3

(For disclosures, see note 32 "Equity")

Page 41 of 177 Notes

CONTENTS

GENERAL ACCOUNTING PRINCIPLES OF THE COMBINED FINANCIAL STATEMENTS 44 1. Basic Principles 44 2. Application and Effects of New or Revised Accounting Standards 46 3. Consolidation 48 4. Acquisitions 53 5. Divestitures 55 6. Currency Translation 59 7. Accounting Policies 60 8. Significant Accounting Judgements, Estimates and Assessments 73 INCOME STATEMENT DISCLOSURES 75 9. Revenue 75 10. Other Operating Income 76 11. Cost of Materials 77 12. Personnel Expenses 77 13. Depreciation, Amortisationand Impairments 78 14. Other Operating Expenses 79 15. Results from Companies Accounted for Using the Equity Method 80 16. Results from the Measurement of Derivative Financial Instruments 81 17. Interest Result 81 18. Other Financial Result 82 19. Taxes on Income 82 20. Profit or Loss Attributable to Non-controlling Interests 85 BALANCE SHEET DISCLOSURES 86 21. Intangible Assets 86 22. Property, Plant and Equipment 92 23. Investment Properties 94 24. Leases 95 25. Companies Accounted for Using the Equity Method 96 26. Other Financial Assets 97 27. Trade Receivables 98 28. Other Assets 99 29. Inventories 100 30. Current and Deferred Taxes 100

Page 42 of 177 31. Cash and Cash Equivalents 100 32. Equity 101 33. Employee Benefits 103 34. Other Provisions 111 35. Other Financial Liabilities 113 36. Trade Payables 115 37. Other Liabilities 115 38. Cash Flow Statement 116 OTHER DISCLOSURES 119 39. Capital Management Disclosures 119 40. Financial Risk Management 120 41. Financial Instrument Disclosures 124 42. Contingent Liabilities/Receivables and Other Financial Obligations 130 43. Events after the Balance Sheet Date 131 44. Related Party Disclosures 131 45. Fees for services provided by the auditor 133 46. Management Board and Supervisory Board 134 ANNEX: LIST OF SHAREHOLDINGS AS AT 31 DECEMBER 2016 137

Page 43 of 177 General Accounting Principles of the Combined Financial Statements

1. BASIC PRINCIPLES These combined financial statements are a summary of the consolidated financial statements of REWE- ZENTRALFINANZ eG, Cologne (hereinafter referred to as "RZF" for short), and REWE - Zentral-Aktiengesell- schaft, Cologne (hereinafter referred to as "RZAG" for short), for the financial year ended on 31 December 2016, and were prepared voluntarily. The consolidated financial statements of the companies identified above were prepared in accordance with International Financial Reporting Standards, as applicable in the European Union (hereinafter referred to as "IFRSs" for short), the supplemental provisions of the German Commercial Code (Handelsgesetzbuch, "HGB"), as well as the supplemental provisions of the articles of association of RZAG and RZF, and were audited by PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Cologne. The Combined Financial Statements were also combined following IFRSs and were subject to the premise that the two companies are considered to be joint parent companies of their consolidated subsidiaries.

The Combined Financial Statements fully comply with all IFRSs as applicable in the European Union. All accounting standards and interpretations requiring application for financial years starting 1 January 2016 have been taken into account.

The financial statements of the companies included in the Combined Financial Statements have been prepared pursuant to uniform accounting principles. The income statement in the Combined Financial Statements was prepared using the nature of expense method. The financial years of RZF and RZAG and their subsidiaries (hereinafter referred to as the "groups" for short) correspond to the calendar year. Unless otherwise indicated, all disclosures are in millions of euros (€ million). Rounding may result in differences of ± one unit (€, %, etc.).

These financial statements were released for publication by the Management Boards on 27 March 2017.

RZF's registered office is at Domstraße 20 in Cologne, Germany, and is registered in the Register of Cooperative Societies at the Local Court of Cologne under GnR 631. RZAG's registered office is also at Domstraße 20 in Co- logne, Germany, and is registered in the Commercial Register of the Local Court of Cologne under HRB 5281. The groups' business activities are divided into seven "business segments", which are subdivided further into divisions and business units. The main focus of the business activities is on the chain food retail sector, in both the full-range stores and discount segments.

The new central Retail Germany organisation, which combines the former National Full-Range Stores and Natio- nal Discount Stores business segments, was launched in July 2016. In this connection, the domestic real estate companies were reallocated from the Other business segment to Retail Germany. In 2017, the production and sale of baked goods by Glockenbrot Bäckerei GmbH & Co. oHG, Cologne, under the Glocken Bäckerei brand, as well as the production of meat and sausage products by Wilhelm Brandenburg GmbH & Co. oHG, Cologne, under the Wilhelm Brandenburg brand, will also be transferred from the Other business segment to Retail Germany. Responsibility for the Retail Germany business segment rests with REWE Beteiligungs-Holding Aktiengesellschaft, Cologne. The final restructuring measures at management level will be implemented from 1 January 2017 onwards, meaning that the reporting structure is still based on the old business segment structure.

Page 44 of 177 The National Full-Range Stores business segment operates the chain food retail sector in Germany under the REWE, REWE CITY, REWE CENTER, REWE to go and TEMMA brands. It also supplies independent retail dealers, group companies and REWE partner retailers in the merchandise wholesale business. The business segment is operated primarily by REWE Markt GmbH, Cologne.

The National Discount Stores business segment operates the chain food retail sector in Germany under the PENNY sales brand. Penny-Markt GmbH, Cologne, operates the stores.

International Full-Range Stores business segment operates supermarkets and consumer markets in Austria under the BILLA, MERKUR and ADEG brands. The BILLA supermarket format also represents the business segment in Bulgaria, Russia, Slovakia, the Czech Republic and Ukraine. In addition, drug stores are operated under the BIPA brand in Austria and Croatia. The business segment's key companies are Billa Aktiengesellschaft, Wiener Neudorf, Austria, and Merkur Warenhandels-AG, Wiener Neudorf, Austria.

The Travel and Tourism business segment comprises a number of tour operators, specialists which offer a number of travel agency chains, franchise sales channels and online portals under the DER Touristik umbrella brand. Travel and Tourism operates in Germany, Austria, Switzerland, Eastern Europe, as well as Scandinavia, Finland, the United Kingdom and the Benelux countries since the addition of the Kuoni units in 2015. Travel and Tourism is operated primarily by DER Deutsches Reisebüro GmbH & Co. OHG, Frankfurt am Main, and DER Touristik Köln GmbH, Cologne, mainly under the ADAC REISEN, Apollo, DER.COM, DER Reisebüro, DERPART, DERTOUR, EXIM Tours, helvetic tours, ITS, Jahn Reisen, KUONI, Meier’s Weltreisen and TRAVELIX brands.

The International Discount Stores business segment operates the food retail sector in Italy, Austria, Romania, the Czech Republic and Hungary via separate sales and distribution companies in each country operating under the PENNY MARKET, PENNY MARKET and XXL MEGA DISCOUNT brands.

The National Specialist Stores business segment operates DIY stores under the toom Baumarkt and B1 Discount Baumarkt brands. The business segment is operated primarily by toom Baumarkt GmbH, Cologne.

The Other business segment provides corporate services for REWE Group companies. This segment handles goods procurement through REWE Group Buying GmbH, deliveries to wholesale customers through RZAG, and centralised settlement through RZF. Additional activities include the production and sale of baked goods by Glockenbrot Bäckerei GmbH & Co. oHG, Cologne, under the Glocken Bäckerei brand, as well as the production of meat and sausage products by Wilhelm Brandenburg GmbH & Co. oHG, Cologne, under the Wilhelm Branden- burg brand. The business segment's other key companies are the financing company REWE International Finance B.V., Venlo, Netherlands (hereinafter referred to as "RIF" for short), and REWE Digital GmbH, Cologne, which bundles its online activities.

For an exhaustive overview of the Group's subsidiaries, please refer to the List of Shareholdings appended to the notes.

Page 45 of 177 2. APPLICATION AND EFFECTS OF NEW OR REVISED ACCOUNTING STANDARDS The following accounting standards were adopted for the first time in the 2016 financial year:

Name of standard, amendment or interpretation IAS 1 Amendments: Presentation of Financial Statements IAS 16, IAS 38 Amendments: Clarification of Acceptable Methods of Depreciation and Amortisation

IAS 19 Amendments: Defined Benefit Plans - Employee Contributions IFRS 11 Amendments: Accounting for Acquisitions of Interests in Joint Operations Miscellaneous Amendments: Annual Improvements: 2010 - 2012 cycle Miscellaneous Amendments: Annual Improvements: 2012 - 2014 cycle

The first-time adoption of these new or revised accounting standards did not have any significant effects on the presentation of net assets, financial position or results of operations.

New or Revised Accounting Standards Published, but not yet Applied During the 2016 Financial Year The new standards and interpretations listed below, as well as amendments to existing standards, were issued by the IASB, but – if adopted as European law – did not yet require application in the 2016 financial year. Any option for voluntary early application was not exercised for these accounting standards.

NEW OR REVISED ACCOUNTING STANDARDS PUBLISHED, BUT NOT YET APPLIED DURING THE 2016 FINANCIAL YEAR Mandatory appli- Standard has already cation expected Name of standard, amendment or interpretation been adopted as in financial year European law IAS 72 Amendments: IAS 7 Statement of Cash Flows No1 2017 2 Amendments: IAS 12 Income Taxes – Recognition of Deferred Tax Assets 1 IAS 12 No for Unrealised Losses

IFRS 9 Financial Instruments, including amendments to this standard Yes IFRS 15 Revenue from Contracts with Customers Yes IFRS 152 Amendments: Revenue from Contracts with Customers No1

2 Amendments: Classification and Measurement of Share-based 1 IFRS 2 No Payment Transactions 2018 Amendments: Delaying application of IFRS 9 Financial Instruments IFRS 42 No1 for insurance companies IAS 402 Amendments: Transfers of Investment Property No1

IFRIC 222 Foreign Currency Transactions and Advance Consideration No1 Various2,3 Amendments: Annual Improvements: 2014-2016 cycle No1

2019 IFRS 16 Leases No1 IFRS 10, Amendments: Sales or Contributions of Assets Between an Investor TBD No IAS 28 and its Associate/Joint Venture

1 Since the standard, amendment or interpretation has not yet been adopted as European law, there is no mandatory application date within the European Union. Consequently, the date of initial application as planned by the IASB, on which the allocation to financial years is based, is subject to change. 2 No material impacts are expected to result from the standard, amendment or interpretation. 3 Mandatory application partially in 2017 and 2018.

Page 46 of 177 The first-time application of the new standards or amendments is expected to have the following effects on the presentation of net assets, financial position and results of operations.

IFRS 9: Financial Instruments, Including Amendments to this Standard This standard will replace the previous provisions on accounting for financial instruments set forth in IAS 39. The new standard will replace the measurement categories in IAS 39 with the two categories "at amortised cost" and "at fair value". The classification of an instrument in the "amortised cost" category depends both on its product characteristics and on the entity's business model. If an instrument is allocated to the "fair value" category, it can either be remeasured through profit or loss or remeasured with changes in fair value recognised in other comprehensive income and therefore in equity, similar to the way it was accounted for under IAS 39. Exceptions are in place for changes in the fair value of financial liabilities due to changes in own credit. Furthermore, the new standard incorporates new guidance on calculating loss impairments. The previous model for accounting for losses was replaced by a model for accounting for expected loss impairments. In addition, the provisions of IFRS 9 provide greater flexibility for recognising hedges. Moreover, the extent of notes disclosures is significantly higher. The new standard is anticipated to have effects on the presentation of net assets, financial position and results of operations which are currently still being analysed.

IFRS 15: Revenue from Contracts with Customers The new standard provides uniform, principle-based guidance on the revenue recognition for all industries and all categories of transactions and replaces a number of individual provisions. The date and amount of revenue is based on a five-step model. Under this model, an entity must recognise revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Control can still be passed either at a point in time or over time. Furthermore, the standard clarifies a number of technicalities such as how changes to contracts should be handled and how variable consideration such as rebates, rights of return and performance-based compensation should be measured. Moreover, the standard includes new guidance on principal versus agent considerations and costs of obtaining a contract. The revenue disclosure requirements in the notes were also expanded significantly. The effect of the new standard on the presentation of net assets, financial position and results of operations is currently being analysed.

IFRS 16: Leases The goal of the new standard is in future to generally recognise all leases and the related contractual rights and obligations in the lessee's balance sheet. The previously required classification between finance and operating leases will no longer apply in the future. For all leases, the lessee recognises a lease liability in its balance sheet for the obligation for the future lease payments to be made. At the same time, the lessee capitalises a usage right to the underlying asset, which generally corresponds to the fair value of the future lease payments plus directly allocable costs. During the term of the lease the lease liability is adjusted using a model, while the usage right is amortised. There are exemptions when accounting for leases with terms of less than 12 months and leased assets of low value. At the lessor, however, the provisions of the new standard do not differ from the previous standards of IAS 17. The criteria of IAS 17 are taken over for the classification pursuant to IFRS 16. The new standard will have significant effects on the presentation of net assets, financial position and results of operations.

Page 47 of 177 Amendments to IFRS 10 and IAS 28: Sales or Contributions of Assets Between an Investor and its Associate/Joint Venture The amendments remove inconsistencies between the provisions of IFRS 10 and IAS 28. The gain or loss resulting from the sale or contribution of assets to an associate or a joint venture must be recognised in full if the assets that were sold or contributed constitute a business as defined in IFRS 3. However, if the transferred assets do not constitute a business, then only part of the gain or loss must be recognised. The amendments would only have an effect on the presentation of net assets, financial position and results of operations if going forward a business were to be transferred to an associate or joint venture. The IASB has deferred the initial application of the above amendments indefinitely due to planned additional amendments to IAS 28.

3. CONSOLIDATION

Consolidation Principles The Combined Financial Statements are prepared in accordance with the consolidation methods presented below. a) Subsidiaries Generally, subsidiaries are all companies at which RZF or RZAG, or both together, that on account of substantial direct or indirect rights have the ability to control key business activities of these companies so as to generate variable returns (controlled companies). The existence and effect of potential voting rights which are currently exercisable or convertible are taken into account when evaluating whether control exists.

Subsidiaries are generally included in the Combined Financial Statements (full consolidation) from the date on which control has been transferred, directly or indirectly, to RZF or RZAG or both together. They are deconsolidated when control is lost. Subsidiaries classified as held for sale are recognised pursuant to the provisions for non-current assets, disposal groups and discontinued operations held for sale.

Acquired subsidiaries are recognised using the acquisition method. The acquisition cost corresponds to the fair value of the assets acquired, the equity instruments issued and the liabilities incurred or assumed as at the transaction date. Costs related to the business combination are always treated as expenses, regardless of whether they are directly allocable to the acquisition. Upon initial consolidation, the assets, liabilities and contingent liabilities identifiable in connection with a business combination are measured at their fair value as at the acquisition date, irrespective of the extent of any non-controlling interest.

The excess of the acquisition cost over the interest in the net fair value of the assets acquired is recognised as goodwill. If the acquisition cost is less than the net fair value of the assets of the acquired subsidiary after reasses- sing the measurement, the difference is recognised in the income statement under "other operating income".

Intercompany transactions and any resulting gains that are included in the Combined Financial Statements are eliminated. Losses are also eliminated unless the transaction indicates an impairment of the transferred asset.

The separate financial statements of the domestic and foreign subsidiaries consolidated are prepared according to uniform accounting policies.

Page 48 of 177 b) Joint Ventures and Joint Operations Joint arrangements, over which RZF or RZAG, or both together, directly or indirectly, exercise joint control with one or more partners by virtue of a contractual agreement, are included in the Combined Financial Statements as joint ventures or joint operations. Currently, no joint operations are included in the Combined Financial State- ments. Joint ventures are included in the Combined Financial Statements using the equity method. Please see the explanatory notes with regard to associates for the general accounting treatment using the equity method. They are recognised from the date on which joint control can be exercised until the date on which joint control is lost. Joint ventures classified as held for sale are recognised pursuant to the provisions for non-current assets, disposal groups and discontinued operations held for sale. Entities over which joint control cannot be exercised despite a corresponding share of voting rights are classified as associates or as other equity investments. c) Associates An entity at which the groups have the ability to significantly influence financial and operating decisions, and in which the groups regularly hold 20 to 50 per cent share of voting rights, directly or indirectly, is classified as an associate and recognised in the Combined Financial Statements using the equity method. The equity method is not used if an associate has been classified as held for sale. An entity in which the share of voting rights is 20 per cent or more, but whose financial and operating policy cannot be significantly influenced, is classified as an other investment. In that event, the entity is treated as a financial asset held for sale and measured at the fair value, or at amortised cost if the fair value cannot be measured reliably.

An entity is generally included in the group of associates accounted for using the equity method from the date on which significant influence over the entity can first be exercised. An entity is no longer included in the Com- bined Financial Statements using the equity method as at the date on which significant influence can no longer be exercised. An associate classified as held for sale is recognised in accordance with the provisions for non- current assets, disposal groups and discontinued operations held for sale.

Investments in associates are initially recognised at cost. In addition to the interest in net assets, cost reflects the disclosed hidden reserves and liabilities and a premium paid in the form of goodwill. A gain on a bargain purchase is recognised immediately in profit or loss. If there are indications of an impairment of the entity accounted for using the equity method, the entire carrying amount of the investment is subjected to an impairment test. A subsequent reversal of impairment also applies to the entire carrying amount.

The groups' interest in an associate includes the goodwill identified upon acquisition, subsequent effects from the adjustment of hidden reserves and liabilities and pro-rata profits and losses of the associated company as at the acquisition date, less the cumulative impairment losses from impairment testing of the carrying amount of the equity-accounted investment.

During subsequent consolidation, the carrying amount recognised in the balance sheet increases or decreases in accordance with the groups' share of the associate's net income/loss for the period. Changes recognised directly in the associate's equity are also recognised directly in equity in the Combined Financial Statements in the amount of the groups' interest. If the carrying amount of the investment and other unsecured receivables of the groups are written down in full due to pro-rata losses of the associate, the groups do not recognise any additional losses unless they have entered into a legal or constructive obligation or have made payments for the associate.

Page 49 of 177 Significant transactions and resulting profits between the companies of the groups as well as those between an associate or joint venture are eliminated. Significant losses are also eliminated unless the transaction indicates an impairment of the transferred asset.

The accounting policies of associates are adjusted as required to ensure uniform accounting treatment.

Consolidation Principles in Connection with Step-ups and Step-downs a) Control Obtained in Stages For a business combination achieved in stages, there is an upward consolidation as at the acquisition date when control is obtained for the first time. First, the previously held interest is measured at fair value through profit or loss. Then, a first-time consolidation is recognised based on the fair values of all acquired shares. Together with the consideration transferred for the recently acquired shares, the amount of non-controlling interests and the net fair value of the subsidiary's assets, the remeasured interest forms the basis for calculating goodwill or a bargain purchase.

If the previously held interests were treated as financial instruments in the "available for sale" category and the fair value changes were recognised directly in equity, then the equity reserve is reversed to profit and loss. The adjustments reflect deferred taxes.

Upon a transition from the equity method to full consolidation, the interest previously recognised using the equity method is also remeasured to fair value through profit or loss. Reserves recognised directly in equity are reversed as if the previously held interest had been sold. Upon disposal, these reserves are reversed in accordance with the individual standards under which they were recognised. b) Loss of Control with Retention of an Interest Upon loss of control, the interest disposed of is deconsolidated through profit or loss. At the same time, amounts related to this interest recognised directly in equity are either recognised through profit or loss or reclassified to other retained earnings depending on the provisions of the individual standards under which these reserves were recognised. Any remaining interest in the entity is measured at fair value through profit or loss in the Combined Financial Statements as at the date of the step-down. The accounting treatment of this remaining interest in subsequent periods is made in accordance with the provisions for financial instruments, for associates or for joint ventures. c) Step-ups or Step-downs in Interests Without Loss of Control i) Step-ups in Interests in Controlled Companies Acquisitions of interests in a subsidiary, whose direct or indirect control by the groups was possible prior to the acquisition, are accounted for as equity transactions between owners. A difference between the purchase price and the interest of the non-controlling interests in the net assets resulting from such an acquisition is recognised directly in equity in the Combined Financial Statements.

Page 50 of 177 ii) Step-downs of Interests in Controlled Companies The disposal of interests in a subsidiary without loss of control is treated analogously to an increase in controlling interests – as a pure equity transaction. As a result, for sales to non-controlling interests, differences between the disposal proceeds and the corresponding interest in the net carrying amount of the subsidiary's assets are also recognised directly to equity in the Combined Financial Statements.

Scope of Consolidation The Combined Financial Statements for the financial year include 235 domestic subsidiaries (previous year: 219) and 150 foreign subsidiaries (previous year: 150).

CHANGES TO THE SCOPE OF CONSOLIDATION IN FINANCIAL YEAR 2016 Fully-consolidated subsidiaries Germany International Total

As at 1 Jan. 2016 219 150 369 Additions 18 7 25 of which: new formations or initial consolidations of companies already under control 14 3 17 of which: acquisitions 4 4 8 Disposals 2 7 9 of which: mergers, accretions or liquidations 2 4 6 of which: disposals 0 3 3 As at 31 Dec. 2016 235 150 385

Disclosures on Changes in the Scope of Consolidation

COMPANIES INCLUDED IN THE SCOPE OF CONSOLIDATION FOR THE FIRST TIME DURING THE FINANCIAL YEAR No. Company Name, Registered Office Germany 1. Avigo GmbH, Cologne 2. coop Logistik GmbH, Kiel* 3. DER Touristik VG1 GmbH, Cologne 4. DER Touristik VG2 GmbH, Cologne 5. DER Touristik VG3 GmbH, Cologne 6. DERPART Reisebüro Service GmbH, Frankfurt am Main 7. Eurogroup Deutschland GmbH, Langenfeld* 8. REWE LOG 8 GmbH, Cologne 9. REWE LOG 51 GmbH, Cologne 10. REWE LOG 62 GmbH, Cologne 11. REWE LOG 63 GmbH, Cologne 12. REWE LOG 64 GmbH, Cologne 13. REWE Märkte 23 GmbH, Cologne 14. REWE Märkte 36 GmbH, Cologne 15. REWE Märkte 40 GmbH, Cologne 16. REWE Märkte 41 GmbH, Cologne 17. Supermärkte Nord Vertriebs GmbH & Co. KG, Kiel* 18. Supermärkte Nord Verwaltungs GmbH, Kiel*

* Acquisitions

Page 51 of 177 No. Company Name, Registered Office

International 1. Campina Verde Ecosol, S.L., Cordoba*

2. CAMPINA VERDE ITALIA S.R.L., Verona 3. DTS Destination Touristic Services Incoming GmbH, Salzburg 4. E U R O G R O U P S.A., Brussels* 5. Eurogroup Espana F&V S.A.U., Valencia*

6. EUROGROUP ITALIA S.R.L., Verona* 7. REWE Projekt EOOD, Stolnik

* Acquisitions

COMPANIES THAT WERE DECONSOLIDATED IN THE FINANCIAL YEAR DUE TO MERGERS, ACCRETIONS, LIQUIDATIONS OR DISPOSALS No. Company Name, Registered Office

Germany 1. R-Kauf Märkte Gesellschaft mit beschränkter Haftung & Co. REWE-Vertriebs-Kommanditgesellschaft, Cologne 2. today GmbH, Cologne

No. Company Name, Registered Office

International 1. Allib Rom S.R.L., Bucharest* 2. BILLA INVEST CONSTRUCT S.R.L., Bucharest* 3. BILLA Romania SRL, Bucharest* 4. REC Finance AG, Volketswil 5. REWE BUYING GROUP SRL, Bucharest 6. REWE Projekt EOOD, Stolnik 7. Rila Projekt EOOD, Stolnik

* Disposals

GO VACATION VIETNAM COMPANY LIMITED, Hanoi, Vietnam, was added as a joint venture. Due to an acquisition in stages, Campina Verde Ecosol, S.L., Cordoba, Spain, is no longer included as an associate but rather is fully consolidated.

Five joint ventures (previous year: four) and 15 associates (previous year: 16) were included using the equity method in the financial year.

In addition, the groups have interests in a total of 1,096 REWE partner companies (previous year: 1,080) which are also included as associates using the equity method.

Page 52 of 177 4. ACQUISITIONS On the basis of the agreement dated 1 July 2016, REWE Markt GmbH, Cologne, acquired 55.0 per cent of shares in Supermärkte Nord Verwaltungs GmbH, Supermärkte Nord Vertriebs GmbH & Co. KG and coop Logis- tik GmbH, each with its registered office in Kiel. Previously, the seller, coop eingetragene Genossenschaft, Kiel, has spun off its supermarkets business into the German legal form of a limited partnership (Kommanditgesell- schaft), which was subsequently renamed Supermärkte Nord Vertriebs GmbH & Co. KG. The acquisition cost of 140.6 million euros was paid for various components. It was paid on the one hand for the limited partnership contribution to Supermärkte Nord Vertriebs GmbH & Co. KG. On the other, it was paid to unwind existing liabilities held by the acquired companies. The initial consolidation date is 31 December 2016.

The acquired companies operate in the food retail and wholesale sectors and have supermarkets in the Ger- man states of Hamburg, Mecklenburg-Western Pomerania, Lower Saxony and Schleswig-Holstein.

The high potential for synergies in these business segments is reflected in the goodwill of 167.0 million euros recognised as at the date of initial consolidation. In addition, goodwill also reflects the locational advantage acquired and the incoming employees. The goodwill is partially tax deductible.

Acquisition-related costs of 3.8 million euros were reported in the income statement under other operating expenses. The assumed receivables do not include any receivables that are expected to be uncollectible.

FAIR VALUE OF THE IDENTIFIED ASSETS AND LIABILITIES AS AT THE DATE OF ACQUISITION Supermärkte in million € Nord Intangible assets 11.1 Property, plant and equipment 216.8 Inventories 88.1 Trade receivables 31.3 Other financial assets 2.8 Other assets 3.6 Cash and cash equivalents 23.0 Deferred tax assets 35.8 Total assets 412.5 Employee benefits 42.0 Other provisions 108.9

Trade payables 82.9 Other financial liabilities 125.5

Other liabilities 80.1 Deferred tax liabilities 20.7 Total liabilities 460.1 Fair value of net assets -47.6

Non-controlling interests -21.2 Cost 140.6

Goodwill (+)/Negative consolidation difference (-) 167.0

Page 53 of 177 Had the acquisition of the supermarket business of coop eingetragene Genossenschaft, Kiel, been effected as early as 1 January 2016, revenue would have been 1,111.7 million euros higher than reported and combined earnings 26.4 million euros lower.

In addition, REWE Deutscher Supermarkt AG & Co. KGaA, Cologne (hereinafter referred to as "KGaA" for short), acquired pursuant to the agreement dated 8 December 2015 a further 50.0 per cent of shares in EURO- GROUP S.A., Brussels, Belgium, as well as its subsidiaries Eurogroup Deutschland GmbH, Langenfeld, Eurogroup Espana S.A.U., Valencia, Spain, and Eurogroup Italia S.R.L., Verona, Italy. The shares were sold by coop-Gruppe Genossenschaft, Basel, Switzerland. The acquisition date was 4 January 2016.

REWE-Zentral-Handelsgesellschaft mbH, Cologne, already held 50.0 per cent of shares in EUROGROUP S.A. and the above-named subsidiaries. These shares, too, were transferred to the KGaA, meaning that it has held 100.0 per cent of shares in the four EUROGROUP companies since 4 January 2016.

Since its business activities comprise trading in fruit, vegetables and similar products, the acquisition will help to strengthen the trading business.

The purchase price for the 50 per cent tranche acquired at the beginning of the year consisted of two components: a base price of 7.3 million euros and an additional 1.3 million euros.

FAIR VALUE OF THE IDENTIFIED ASSETS AND LIABILITIES AS AT THE DATE OF ACQUISITION in million € EUROGROUP Intangible assets 1.2 Property, plant and equipment 0.3 Inventories 0.9 Trade receivables 63.0 Other financial assets 2.2 Other assets 4.9 Cash and cash equivalents 22.8 Total assets 95.3 Employee benefits 0.6 Other provisions 6.2 Trade payables 62.8 Other liabilities 6.2 Deferred tax liabilities 0.1 Total liabilities 75.9 Fair value of net assets 19.4

Fair value of previously held shares 9.7 Cost 8.5

Negative consolidation difference -1.2

The negative difference of 1.2 million euros was recognised in profit or loss under other operating income, as was the income of 8.6 million euros resulting from the revaluation of the previously held shares. The assumed receivables do not include any receivables that are expected to be uncollectible. Immaterial acquisition related costs were incurred in the course of the transaction, and are recognised under other operating expenses.

Page 54 of 177 The acquisition of the EUROGROUP has led to an increase of 58.8 million euros in revenue and to an increase of 21.9 million euros in combined earnings since the date of initial consolidation.

Shares in another company have been purchased during the financial year as part of an acquisition in stages. The costs to acquire the new shares amounted to 0.4 million euros. The acquisition resulted primarily in additions to inventories amounting to 0.8 million euros, cash and cash equivalents of 4.0 million euros, receivables of 1.4 million euros and liabilities of 14.9 million euros.

In the previous year, RZF acquired companies from Kuoni Travel Investments Ltd., Zurich, Switzerland. The 10.0 million euro receivable from the seller recognised as a result of this acquisition increased to 11.7 million euros in December 2016. This increase was recognised in other operating income.

5. DIVESTITURES

Full-Range Stores – Italy The Management Board of RZF resolved in 2014 to pull back from the full-range business in Italy and sold the BILLA Italy business unit. Accordingly, this business unit was classified as a discontinued operation.

The business segment was unwound in subsequent years, with the exception of a few properties which are still intended for sale.

COMPOSITION OF NON-CURRENT ASSETS AND DISPOSAL GROUPS HELD FOR SALE As at As at in million € Change 31 Dec. 2015 31 Dec. 2016 Property, plant and equipment 13.5 0.3 13.2 Other assets and cash-in-hand 1.3 1.3 0.0 Total assets 14.8 1.6 13.2 Employee benefits 2.7 2.7 0.0 Total liabilities 2.7 2.7 0.0

COMPOSITION OF RESULTS FROM THE DISCONTINUED OPERATION in million € 2016 2015 Income 11.6 73.0 Expenses 1.0 47.4 Results from discontinued operations 10.6 25.6

The result of this discontinued operation is attributable exclusively to the shareholders of the parent company.

Page 55 of 177 Consumer Electronics (ProMarkt) In financial year 2013, the operating activities of the consumer electronics business segment were discontinued and unwound in subsequent years.

COMPOSITION OF RESULTS FROM THE DISCONTINUED OPERATION in million € 2016 2015 Income 4.4 11.3 Expenses 3.4 4.2 Results from discontinued operations 1.0 7.1

The result of this discontinued operation is attributable exclusively to the shareholders of the parent company.

BILLA Romania In Romania, the Management Board of RZF had resolved for strategic considerations to focus on the discount business with PENNY going forward and to divest itself of the Romanian supermarkets. Therefore, 86 of the BILLA sales line's stores were sold in this connection. Following the Cartel Office's approval for the sale, the sales line was deconsolidated as at 30 June 2016.

COMPOSITION OF THE ASSETS AND LIABILITIES SOLD in million € 30 June 2016 Intangible assets 0.5 Property, plant and equipment 99.0 Inventories 20.0 Other assets 7.8 Cash and cash equivalents 3.1 Total assets 130.4 Trade payables 29.9 Other liabilities 7.9 Total liabilities 37.8

COMPOSITION OF RESULTS FROM THE DISCONTINUED OPERATION in million € 2016 2015 Income 156.5 303.9 Expenses 149.7 294.7 Results from discontinued operations 6.8 9.2

The result of this discontinued operation is attributable exclusively to the shareholders of the parent company.

Page 56 of 177 The disposal gain on the discontinued operation is provided in the following overview:

CALCULATION OF DISPOSAL GAIN in million € 2016 Consideration received 99.4 Net assets divested 92.6 Gain on the disposal of the discontinued operation 6.8

In the course of the deconsolidation, 18.8 million euros in exchange rate effects were recognised in profit or loss which had previously been recognised directly in equity.

PENNY Bulgaria In the previous year, the Management Board of RZF resolved to pull back from the discount business in Bulga- ria. Of the 49 stores, 6 were transferred to the BILLA Bulgaria business unit in 2015; all of the rest were closed. In addition to stores, individual assets were also transferred to BILLA Bulgaria. The virtually complete liquidation and settlement of the remaining discount business in Bulgaria took place in 2016.

With the decision to exit the market and thus close PENNY Bulgaria, this business unit was classified as a discontinued operation. The income statement items for the financial year and the previous period have been reclassified in accordance with the regulations of IFRS 5.

COMPOSITION OF RESULTS FROM THE DISCONTINUED OPERATION in million € 2016 2015 Income 20.6 89.6 Expenses 13.2 134.2 Results from discontinued operations 7.4 -44.6

The result of this discontinued operation is attributable exclusively to the shareholders of the parent company.

BILLA CROATIA Based on strategic considerations, REWE International AG, Wiener Neudorf, Austria, decided to withdraw from the food retail sector in Croatia and to concentrate going forward on the drug store sector with BIPA. Pursuant to the agreement dated 15 December 2016, all shares in the companies BILLA NEKRETNINE d.o.o., BILLA d.o.o. and MINACO d.o.o., each with its registered office in Zagreb, Croatia, were therefore sold to Österreich Waren- handels-AG, Salzburg, Austria, as part of a share deal. 62 stores of the BILLA sales line and the BILLA logistics centre were acquired by the buyer. The final purchase price currently cannot be definitively determined, as the transfer of ownership has not yet been completed.

BILLA Croatia was classified as a discontinued operation. The assets and liabilities held for sale have been presented in combined form in the balance sheet and separately from the other assets and liabilities.

Page 57 of 177 COMPOSITION OF NON-CURRENT ASSETS AND DISPOSAL GROUPS HELD FOR SALE in million € 31 Dec. 2016 Intangible assets 0.2

Property, plant and equipment 71.0 Inventories 15.1

Trade receivables 3.2 Other assets 1.2

Cash and cash equivalents 2.1 Deferred tax assets 6.5 Total assets 99.3 Employee benefits 1.9 Other provisions 2.3

Other financial liabilities 3.8 Trade payables 24.3

Other liabilities 1.5 Deferred tax liabilities 1.1 Total liabilities 34.9

COMPOSITION OF RESULTS FROM THE DISCONTINUED OPERATION in million € 2016 2015 Income 204.7 194.8 Expenses 260.3 221.3 Results from discontinued operations -55.6 -26.5

The result of this discontinued operation is attributable exclusively to the shareholders of the parent company.

A 35.7 million euro write-down to fair value less costs to sell was recognised prior to the reclassification in accordance with IFRS 5. Deferred tax assets were recognised in the context of the impairments. The expected sales price less costs to sell was classified as level three of the fair value hierarchy.

Prior to reclassification in accordance with IFRS 5, all income and expenses from intra-Group transactions were eliminated between the discontinued and continuing operations.

TRADE RECEIVABLES AND PAYABLES BETWEEN DISCONTINUED AND CONTINUING OPERATIONS in million € 31 Dec. 2016 31 Dec. 2015 Revenue 0.0 0.0 Cost of materials 25.8 22.7 Loss 25.8 22.7

Real Estate Due to the fact that the Group continues to intend to sell it, one property with a fair value of 1.7 million euros continues to be classified as a non-current asset held for sale, as in the previous year. During the financial year, two further properties were classified as assets held for sale. Their fair values totalled 4.2 million euros. All property has been measured pursuant to the regulations of IFRS 5.

Page 58 of 177 UAB Palink Pursuant to the agreement dated 22 December 2016, REWE-Beteiligungs-Holding International GmbH, Cologne, sold all shares in UAB Palink, Vilnius, Lithuania. The sale comprised variable purchase price components and is subject to the relevant antitrust approvals. The final disposal price can therefore only be determined after the transfer of ownership is completed. Due to the intention to sell, the equity interest was classified as held for sale and measured at a fair value less costs to sell of 80.0 million euros. Prior to its reclassification, the equity interest was accounted for in accordance with the equity method. The expected sale proceeds less costs to sell was classified as level three of the fair value hierarchy.

6. CURRENCY TRANSLATION The Combined Financial Statements are prepared in euros. This corresponds to the currency of the groups' primary economic environment (functional currency).

The items of each entity included in the financial statements are measured using the currency of the primary economic environment in which the entity operates (functional currency).

Translation of Transactions in the Separate Financial Statements Transactions in foreign currency in the financial statements of the groups' combined companies are translated into the functional currency using the exchange rate applicable as at the transaction date. Gains and losses resulting from the settlement of such transactions as well as from the translation of monetary assets and liabilities maintained in foreign currency at the closing rate are recognised in profit or loss.

Translation of Financial Statements of Subsidiaries with Different Functional Currencies into the Reporting Currency (Euros) Financial statements of subsidiaries which were prepared in a functional currency other than the euro reporting currency are translated pursuant to the concept of functional currency translation. Assets and liabilities are translated using the closing rate for each balance sheet date. For the sake of simplification, the income and expense items in the income statement are translated at the average rate for the period.

Differences from the translation of financial statements prepared in a different functional currency are recognised directly in equity. A translation difference recognised directly in equity will not be realised until the corporate unit is deconsolidated.

Financial statements that are accounted for using the equity method and prepared in a different functional currency are also translated pursuant to the functional currency concept when adjusting equity.

Page 59 of 177 EXCHANGE RATES OF COUNTRIES NOT PARTICIPATING IN THE EUROPEAN MONETARY UNION Closing rate per € Average rate per € ISO code Country Currency 31 Dec. 2016 31 Dec. 2015 2016 2015 AED United Arab Emirates Dirham 3.870 4.013 4.063 4.078 AUD Australia Dollar 1.460 1.499 1.488 1.478 BGN Bulgaria Lew 1.956 1.956 1.956 1.956 CAD Canada Dollar 1.419 1.517 1.466 1.418

CHF Switzerland Franc 1.074 1.081 1.090 1.068 CNY China Yuan 7.320 7.091 7.351 6.975 CZK Czech Republic Koruna 27.021 27.029 27.034 27.282 DKK Denmark Koruna 7.434 7.463 7.445 7.459

GBP United Kingdom Pound Sterling 0.856 0.738 0.819 0.726 HKD Hong Kong Dollar 8.175 8.469 8.591 8.605 HRK Croatia Kuna 7.560 7.637 7.534 7.614 HUF Hungary Forint 309.830 313.150 311.445 309.994

MAD Morocco Dirham 10.657 10.800 10.850 10.826 NOK Norway Krone 9.086 9.616 9.291 8.947 NZD New Zealand Dollar 1.516 1.596 1.588 1.593 PLN Poland Zloty 4.410 4.240 4.363 4.184 RON Romania Lei 4.539 4.530 4.491 4.445 RUB Russia Rouble 64.300 79.754 74.162 68.039 SEK Sweden Krona 9.553 9.188 9.469 9.354 SGD Singapore Dollar 1.523 1.545 1.528 1.526 THB Thailand Baht 37.726 39.334 39.040 38.030 TND Tunisia Dinar 2.450 2.212 2.376 2.178 UAH Ukraine Hryvnia 28.739 24.894 28.263 24.243 USD USA Dollar 1.054 1.093 1.107 1.110 ZAR South Africa Rand 14.457 16.885 16.265 14.161

7. ACCOUNTING POLICIES The significant provisions presented below on recognition and measurement have been applied uniformly for all accounting periods presented in these financial statements.

Intangible Assets With the exception of goodwill, intangible assets are recognised at cost when acquired. If their useful life can be determined, they are generally amortised on a straight-line basis over their contractual term or their shorter economic useful life. Favourable contracts are amortised over the individual contractual term.

Page 60 of 177 ECONOMIC USEFUL LIVES UNDERLYING AMORTISATION in years Useful life Software 3 – 5

Trademarks 5 – 30 Customer relationships 4 – 21

Licenses under 1 – 45 Leasehold interests 1 – 25

Permanent rights of use 2 – 30

Internally generated intangible assets must be capitalised only if certain precisely defined prerequisites are met. In the Combined Financial Statements, this applies to internally developed software. Cost comprises all directly allocable costs necessary to prepare and produce the software products. In addition to external costs, this also encompasses internal personnel costs. Capitalised development expenses are amortised over the expected useful life of the newly developed software. Research costs are expensed in the period in which they arise.

Goodwill represents the excess of the cost of an acquisition over the acquirer's share of the net fair value of the net assets on the acquisition date. Such goodwill is allocated to intangible assets and is not amortised. Goodwill is measured at its original cost less cumulative impairments and assessed at least annually as part of an impairment test. Goodwill attributable to foreign entities is recognised in local currency and subject to currency translation. No reversals of impairment are carried out on goodwill.

Goodwill from the acquisition of an associate or a joint venture is included in the carrying amount of the investment in associates or joint ventures.

Property, Plant and Equipment Property, plant and equipment is measured at cost less accumulated depreciation and cumulative impairment losses. The cost includes the expenses directly attributable to the acquisition. Borrowing costs are capitalised solely when material assets are produced which require more than twelve months of preparation for their intended use or sale. In the groups, this concerns warehouses and administrative buildings in particular. All other borrowing costs are expensed in the period in which they are incurred. Investment subsidies received and free investment grants are considered by reducing the cost of the corresponding asset by the amount of the subsidy.

Depreciation is generally taken on a straight-line basis over the respective economic useful life. Residual carrying amounts and economic useful lives are reviewed at each balance sheet date and adjusted if necessary.

ECONOMIC USEFUL LIVES UNDERLYING DEPRECIATION in years Useful life Buildings 25 – 50 Investment properties 25 – 50

Leasehold improvements 7 – 15 Technical equipment and machinery 8 – 20

Motor vehicles 5 – 8 Other equipment, operating and office equipment 3 – 23

Page 61 of 177 Restoration obligations are included in the cost in the amount of the discounted settlement. These capitalised restoration costs are depreciated pro rata over the useful life of the asset. Maintenance expenses are recognised only if the recognition criteria for property, plant and equipment are satisfied. Gains and losses from disposals of assets are determined as the difference between the disposal proceeds and the carrying amounts and are recognised in profit or loss.

Impairment of Assets Intangible assets with an indeterminable useful life are not amortised, but instead tested at least annually for impairment. Intangible and tangible assets with a determinable useful life are tested for impairment if perti- nent events or changes in circumstances indicate that the carrying amount may no longer be recoverable. An impairment loss is recognised in the amount by which the carrying amount exceeds the recoverable amount. The recoverable amount is determined as the higher of the asset's fair value less costs to sell and its value in use. For impairment testing, assets are aggregated at the lowest level for which separate cash flows can be identified. As a rule, the individual store is the cash-generating unit (CGU) for impairment testing of the assets identified here, unless a smaller CGU could be determined or the asset was not allocable to a store.

Impairments of tangible and intangible assets, with the exception of goodwill, are reversed if the reasons for an impairment recognised in previous years no longer apply. For assets subject to depreciation/amortisation, impairments are reversed up to the carrying amount – less depreciation/amortisation – that would have been determined if no impairment loss had been recognised in previous years. For assets with indeterminable useful lives, impairments are reversed up to a maximum of the carrying amount that would have been determined if no impairment loss had been recognised in previous years.

The carrying amount of an interest in an entity recognised using the equity method is always tested for impairment if there are objective indications that the interest could be impaired.

The impairment described in this section does not apply to recognised inventories, assets from employee benefits, financial assets under the scope of IAS 39 or deferred taxes.

Impairment of Goodwill Goodwill is regularly tested for impairment once a year or more often if there are indications of impairment. The goodwill allocated to a CGU is impaired if the recoverable amount is less than the carrying amount. An impairment may not be reversed if the reason for an impairment recognised in previous years no longer exists.

Goodwill is allocated by considering the units that should benefit from the synergies resulting from the business combination.

CGUs are formed at the lowest level at which goodwill is monitored for internal management purposes.

Investment Properties Investment properties comprise real estate (land, buildings or parts of buildings)

• held for generating rental income or to realise capital appreciation, • which is not used for production or administrative purposes, and • is also not to be sold in connection with ordinary business activities.

Page 62 of 177 Investment properties are measured in accordance with the cost model at cost less accumulated depreciation and impairments. They are depreciated on a straight-line basis over their expected useful life and subjected to impairment testing if there are indications of impairment. Please see the notes on property, plant and equipment with respect to useful lives.

A mixed-use property is classified based on the portion of owner occupation. If this is more than five per cent, it is not classified as an investment property.

Other Financial Assets Other financial assets within the scope of IAS 39 are assigned to one of the following categories depending on their intended use:

• "financial assets at fair value through profit or loss", • "loans and receivables", or • "available-for-sale financial assets".

The "financial investments held to maturity" category is not used.

Other financial assets are generally initially recognised at fair value. In the case of a financial asset that is not measured at fair value through profit or loss, the transaction costs that are directly attributable to the acquisition of the financial asset are included in the measurement. For financial assets in the "financial assets at fair value through profit or loss" category, associated transaction costs are recognised in profit or loss. Regular way purchases and sales of financial assets are measured at fair value as at the trade date.

The recognised value corresponds to the maximum credit risk.

Subsequent measurement depends on the classification of the financial assets: a) Financial Assets at Fair Value Through Profit or Loss Financial assets are assigned to this category if they were principally acquired with a short-term intent to sell or if they were designated as such by management. Derivatives belong to this category to the extent they do not qualify as hedges.

Financial assets in this category are recognised as current assets if they are either held for trading or will likely be realised within twelve months of the balance sheet date.

The fair value option has not been exercised.

Gains and losses from financial assets in this category, including interest and dividend income, are recognised in profit or loss in the period in which they arise.

Financial assets measured at fair value through profit or loss, such as derivatives with a positive fair value, are subsequently measured at fair value.

Page 63 of 177 b) Loans and Receivables Loans and other financial receivables (e.g. trade receivables) are classified as "loans and receivables". They are non-derivative financial assets with fixed or determinable payments that are not quoted on an active market. They are counted as current assets if their maturity is within twelve months of the balance sheet date. Other- wise, they are presented as non-current assets. Subsequent measurement is made at amortised cost using the effective interest method.

Gains and losses from financial assets recognised at amortised cost are recognised as amortisations or impairments in the net income/loss for the period. c) Available-for-sale Financial Assets Available-for-sale financial assets are non-derivative financial assets that were either allocated directly to this category or could not be allocated to any other category presented. Available-for-sale financial assets are generally subsequently measured at the fair value directly to equity. If no quoted price listed on an active market is available or the fair value cannot be measured reliably, these financial assets are measured at amortised cost.

Gains and losses from a change in the fair value of available-for-sale financial assets are recognised directly to equity, taking deferred taxes into account. Gains and losses are recognised only when the financial asset is derecognised or if the asset is impaired. Interest calculated using the effective interest method is recognised in the income statement. d) Impairment of Financial Assets At each balance sheet date, a test is carried out to see if there are objective indications of impairment to a financial asset or a group of financial assets. A need to recognise an impairment is considered to exist if the carrying amount of the financial asset or of a group of financial assets exceeds the future recoverable amount expected. For financial assets or a group of financial assets measured at amortised cost, the impairment is the difference between the carrying amount of the asset or group of financial assets and the present value of the expected future cash flows discounted at the original effective interest rate. An impairment results in a direct reduction of the carrying amount of all affected financial assets, with the exception of trade receivables, the carrying amount of which is reduced indirectly using an adjustment account. Changes in the carrying amount are recognised in profit or loss in the "other operating expenses" item. If a trade account receivable is classified as uncollectible, the impairment recognised in the adjustment account is eliminated against the gross receivable.

If the fair value of an available-for-sale financial asset is significantly or permanently below the asset's cost, this is considered an indicator that the asset is impaired. In such an event, the cumulative loss is reclassified from equity to profit or loss. This cumulative loss is the difference between the cost and the current fair value less previously recognised impairment losses. If the causes for impairment on a debt instrument (e.g. government bonds) no longer exist, the impairment is reversed through profit or loss. In contrast, for equity instruments (e.g. equity investments), the impairment is not reversed through profit or loss when the reasons for an impairment no longer exist. e) Derecognition of Financial Assets A financial asset is derecognised if the contractual rights to cash inflows from the asset expire or if the financial asset is transferred. The latter is the case if all substantial risks and rewards of ownership of the asset are transferred or if control over the asset is lost.

Page 64 of 177 Trade Receivables Trade receivables fall into the "loans and receivables" measurement category. They are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method. Trade receivables are written down to the lower present value of the expected future cash flows if there are objective indications that the outstanding amounts receivable are not fully recoverable. Indicators of the existence of an impairment include a borrower with significant financial difficulties, an increased probability that a borrower will enter insolvency or other restructuring proceedings, as well as a breach of contract, such as default or delinquency in interest or principal payments.

Non-interest bearing or low-interest-bearing receivables with fixed terms of more than one year are discounted.

Receivables from other long-term investments, joint ventures and associates fall in the "loans and receivables" category and are measured at fair value on the acquisition date and subsequently measured at amortised cost using the effective interest method.

Other Assets All other claims are recognised under other assets. All other assets are recognised at cost and written down to the lower recoverable amount when indications of impairment exist.

Inventories Inventories of raw materials, consumables and supplies as well as merchandise are generally measured at cost or the lower net realisable value. For the branch business, they are measured retrospectively using an appropriate discount on the selling prices.

Inventories in warehouses are measured at cost less all subsequent cost reductions. Direct administrative costs of merchandise procurement and central settlement are added to the cost. Allowances for inventory risks are determined as at the balance sheet date and accounted for on an individual basis.

The net realisable value used is calculated as the realisable sale proceeds anticipated less the completion and selling costs incurred up to sale. Merchandise is written down to the lower net realisable value item by item. If the reason for the write-down ceases to exist or the net realisable value increases, the write-down is reversed.

Work in progress and finished goods are recognised at cost or at the lower net realisable value. They include all costs directly allocable to the production process as well as appropriate portions of the production-related overheads. This includes production-related depreciation, pro-rata administrative costs and pro-rata social security costs. Borrowing costs are not normally recognised as part of cost because long-term production processes are necessary to produce inventories only in exceptional cases.

Cash and Cash Equivalents Cash includes cash, cheques received and bank balances. Cash equivalents are short-term, highly liquid financial investments that can be converted into certain cash amounts at all times or within a maximum period of three months and that are subject to insignificant risk of changes in value.

Page 65 of 177 Current and Deferred Taxes Current tax expense and income are determined based on the respective domestic taxable earnings of the year (taxable income) using the domestic tax provisions applicable to the company. The liabilities or receivables of the groups' companies from current taxes are calculated based on the applicable tax rates of the countries in which the companies included in the Combined Financial Statements are domiciled. Uncertain income tax assets and liabilities are recognised as soon as their level of probability exceeds 50 per cent. Uncertain income tax positions are recognised using their most probable value.

Deferred taxes are determined using the liability method (balance sheet liabilities method). Accordingly, temporary differences in the carrying amounts of assets and liabilities recognised under IFRS in the Combined Financial Statements and the carrying amounts for tax purposes are generally recognised. In addition, deferred tax assets are also recognised for tax loss carryforwards (taking into account a minimum taxation provision) and for unused tax credits, grant carryforwards, interest carryforwards and realisation carryforwards for hidden liabilities from the transfer of obligations.

Deferred taxes are measured using the respective country-specific tax rates and tax laws that have been enacted or substantively enacted as at the balance sheet date and whose applicability is expected as at the date the deferred tax assets will be recovered or the deferred tax liabilities will be settled.

Deferred tax assets are recognised only to the extent to which it is probable that future taxable income of the same taxable entity at the level of the same taxation authority will be available, against which the temporary differences can be offset.

Expected future tax reductions from loss carryforwards, interest carryforwards and tax credits are capitalised if it is probable that sufficient taxable income will be generated in the foreseeable future or taxable temporary differences that will reverse in the future are available and against which the tax loss carryforwards and tax credits can be offset in the period in question.

Changes in deferred taxes in the balance sheet are recognised as deferred tax expense/income if the underlying item is not accounted for directly in equity. Deferred tax assets and tax liabilities are recognised directly in equity for the effects presented in equity.

Deferred tax assets and liabilities are not discounted.

Deferred tax assets and deferred tax liabilities are offset if these income tax assets and liabilities apply to the same taxation authority and to the same taxable entity.

Non-current Assets, Disposal Groups and Discontinued Operations Held for Sale Non-current assets or groups of assets and liabilities are classified as held for sale if their carrying amount will largely be realised through a highly probable sale within the next twelve months or through an already completed sales transaction instead of continued business use. They are measured at the lower of the carrying amount and fair value less costs to sell. If non-current assets with a determinable useful life are to be sold, they are no longer depreciated/amortised as at the date they are classified as held for sale.

Page 66 of 177 These assets and liabilities are presented in the balance sheet separately in the items "non-current assets and disposal groups held for sale" or "liabilities from non-current assets and disposal groups held for sale". Related expenses and revenues are included in the result from continuing operations until disposal unless the disposal group qualifies for reporting as a discontinued operation.

The results of an entity's component are presented as a discontinued operation if this component represents a material business line or includes all activities in a geographical region. Results from discontinued operations are recognised in the period in which they arise and are presented separately in the income statement as "results from discontinued operations". The previous period's income statement is adjusted accordingly.

Employee Benefits Consolidated companies have both defined contribution and defined benefit pension plans.

Consolidated companies contribute to defined contribution plans on the basis of a statutory or contractual obligation, or make voluntarily contributions to public or private external pension insurance plans. The consolidated companies have no additional payment obligations beyond the payment of the contributions. The contributions are recognised in personnel expenses when due. Prepayments of contributions are recognised as assets in that there is a right to repayment or reduction of future contribution payments.

A defined benefit plan is a pension scheme that stipulates the amount of pension benefits an employee will receive upon retirement. The amount is normally dependent on one or more factors such as age, length of service and salary. The provision for defined benefit plans recognised in the balance sheet (net pension obligation) corresponds to the present value of the defined benefit obligation (DBO) as at the balance sheet date less the fair value of plan assets. The DBO is calculated annually by independent actuarial experts using the projected unit credit method. The DBO is calculated by discounting the expected future cash outflows using the interest rate for the most highly rated corporate bonds denominated in the currency in which the benefits will also be paid, and whose terms correspond to those of the pension obligation.

Actuarial gains and losses based on experience adjustments and changes to actuarial assumptions are recognised in other comprehensive income and in retained earnings in the statement of comprehensive income.

Past service cost is recognised in profit or loss as soon as it is incurred.

The interest portion contained in the pension expenses consists of the interest cost on the DBO and the interest on plan assets. They are aggregated into a net interest component, which is presented in the financial result. The net interest component is determined by using the above interest rate.

The expected income from reimbursement rights against the trust associations is also reported under the financial result. It is likewise determined by using the above interest rate.

The other components of pension expenses are reported under personnel expenses.

Severance payments and similar payments in Italy ("Trattamento di Fine Rapporto" or "TFR") are non-recurring payments that must be paid due to labour law provisions in Austria and Italy upon termination of an employee as well as regularly upon retirement. As defined benefit pension plans, they are recognised in accordance with the above principles for accounting for such plans.

Page 67 of 177 Retirement allowances are employee benefits that are paid under certain conditions when employees retire. Survivor benefits are payments based on length of service, which are made to the heirs of an employee upon the death of that employee. Since retirement allowances and survivor benefits are defined benefit plans, they are recognised in accordance with the above principles for accounting for defined benefit plans.

The provision for German partial and early retirement obligations is measured in accordance with the expert actuarial opinion of Hamburger Pensionsverwaltung e.G., Hamburg, based on the 2005 G actuarial tables of Prof. Klaus Heubeck, based on a reasonable discount rate. The refund claims for additional retirement contributions against the German Federal Employment Agency (Bundesagentur für Arbeit) are recognised under other assets. The provisions for additional retirement contributions from partial retirement obligations are allocated over the vesting period.

The provision for service anniversary bonuses corresponds to the full amount of the obligation and was determined using actuarial principles reflecting a reasonable fluctuation discount and discount rate. It is measured based on the 2005 G actuarial tables of Prof. Klaus Heubeck for the earliest possible retirement age for German statutory pension insurance.

The provision for holiday entitlements is measured at the daily rates or the average hourly rate, including the incurred social security contributions.

Other Provisions Other provisions are recognised if there is a present legal or constructive obligation vis-à-vis third parties as a result of past events, whose settlement is expected to entail an outflow of resources embodying economic benefits and whose amount can be estimated with sufficient reliability.

They are measured using the best estimated value of the settlement amount. They are not offset against reimbursement claims. If the amount of the provision could be influenced by several possible events, the amount is estimated by weighting all potential events with their respective probabilities (calculation of an expected value). Non-current provisions are recognised using the discounted settlement amount as at the balance sheet date.

For rented properties, each location is analysed based on the following principles as to whether and in what amount another provision must be recognised from the lease:

• A provision for rental obligations is recognised for rented properties not used by the groups and for rented properties that are not subleased or are subleased below cost. For residual rental agreement terms of up to one year, the provision is measured using the nominal amount of the rent shortfall. For longer-term rental agreements, the provision is measured at the present value of the expected rent shortfall. • A provision for onerous contracts is recognised for rented properties used by the groups if the location shows a sustained negative contribution margin. For residual rental agreement terms of up to one year, the provision is measured using the lower amount between negative contribution margins and expected rent shortfall taking into account future subleasing of the property. For longer-term rental agreements, the provision is measured at the present value of the nominal amount.

Page 68 of 177 Other Financial Liabilities Other financial liabilities within the scope of IAS 39 are assigned to one of the following categories in the groups, depending on their intended use:

• "financial liabilities held for trading", • "financial liabilities at fair value through profit or loss" or • "other financial liabilities".

Other financial liabilities in the "financial liabilities held for trading" and "financial liabilities at fair value through profit or loss" categories are initially recognised at fair value. Subsequent measurement is also at fair value.

Other financial liabilities in the "other financial liabilities" category, including borrowings, are initially recognised at fair value, including such transaction costs that are directly attributable to the issuance of the financial liability. During subsequent measurement, they are measured at amortised cost using the effective interest method, with the interest expense recognised using the effective interest rate.

Liabilities to banks and liabilities to other long-term investments are assigned to the "other financial liabilities" category.

The membership capital of RZF is presented under other financial liabilities because the members have the right to demand redemption of the shares.

Financial guarantee contracts are initially measured at fair value. The higher of the two following amounts is recognised based on the subsequent measurement: either the amount determined pursuant to the provisions governing provisions or the original amount less cumulative amortisation.

A financial liability is derecognised if its underlying obligation is satisfied, terminated or expired. If an existing financial liability is exchanged for another financial liability of the same creditor with substantially different contractual terms, or if the terms of an existing liability are changed significantly, such an exchange or change is treated as a derecognition of the original liability and a recognition of a new liability. The difference between the respective carrying amounts is recognised in net income/loss for the period.

Trade Payables Trade payables are initially measured at fair value. Subsequent measurement is made at amortised cost using the effective interest method.

Other Liabilities Other liabilities are recognised at the repayment amount.

Contingent Liabilities and Assets A contingent liability is a possible obligation that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of future events not wholly within the control of the entity. Contin- gent liabilities also include present obligations that arise from past events for which no provision has been recognised because the outflow of resources embodying economic benefits is not probable or cannot be measured with sufficient reliability. If the chance of a possible outflow of resources embodying economic benefits is

Page 69 of 177 not remote, a disclosure is made in the notes to the financial statements. Contingent liabilities are recognised solely in connection with business combinations.

Contingent assets are not recognised, but instead only explained in the notes.

Leases Lease agreements that transfer all substantial risks and rewards incidental to ownership of an asset are recognised as finance leases. Property, plant and equipment rented on the basis of finance leases is recognised at fair value or at the lower present value of the minimum lease payments as at the acquisition date. Such assets are depreciated on a straight-line basis over the expected useful life or over the shorter lease term if the transfer of ownership at the end of the lease term is not sufficiently certain. The present value of the payment obligations resulting from the future lease payments is presented under financial liabilities.

All other lease transactions in which the risks and rewards incidental to ownership of an asset are not substantially transferred are recognised as operating leases. Payments made or received in connection with an operating lease are generally recognised in the income statement on a straight-line basis over the term of the lease.

Accounting for Derivative Financial Instruments Among other items, derivative financial instruments are presented under financial assets and financial liabilities in the Combined Financial Statements.

Derivative financial instruments are initially recognised at fair value as at the date the contract is concluded and measured at fair value in subsequent periods. The effect of changes in the fair value on profit or loss generally depends on whether the derivative was designated as a hedging instrument, and if so, on the hedged item.

The consolidated companies designate certain derivatives either as:

• hedges of the fair value of a recognised asset, liability or a fixed company obligation (fair value hedge) or • hedges of the cash flows of a recognised asset, liability or a highly probable forecast transaction (cash flow hedge).

At the inception of the transaction, the hedging relationship between the hedging instrument and the underlying hedged item as well as the risk management objective and the underlying strategy for undertaking the hedge are documented. In addition, the effectiveness of the derivative is continually determined and documented from the inception of the hedging relationship. a) Fair Value Hedge The groups hedge against changes in the fair value of recognised assets, recognised liabilities, off-balance-sheet firm commitments and precisely defined portions of such assets, liabilities or firm commitments, if the change is attributable to a specific risk and can impact the profit or loss for the period. For fair value hedges, the carrying amount of a hedged item is adjusted by the gain or loss from the hedged item attributable to the hedged risk and the derivative financial instrument is remeasured at its fair value.

The changes in the fair value of derivatives that were designated for hedging the fair value of certain assets or liabilities and that must be classified as a fair value hedge are recognised in the income statement together with the changes to the fair value of this asset or liability attributable to the hedged risk.

Page 70 of 177 If an off-balance-sheet firm commitment is designated as a hedged item, the subsequent cumulative changes in the fair value of the firm commitment attributable to the hedged risk are recognised as an asset or liability with a corresponding gain or loss recognised in profit or loss for the period.

A fair value hedge ceases to be recognised if the hedging instrument expires, is sold, becomes due or is exercised, or if the hedging transaction no longer satisfies the requirements for hedge accounting. Any adjustment to the carrying amount of a hedged financial instrument is amortised to profit and loss using the effective interest method.

Replacing or continuing a hedging instrument through another hedging instrument will in this case not constitute the expiration or termination of the hedging relationship if such a replacement or continuation is a part of the previously documented hedging strategy. The novation of a hedging instrument to a central counterparty also does not constitute an end to the hedging relationship if the hedging instrument was novated due to statutory requirements, on account of the novation the central counterparty becomes the contracting partner of all parties of a derivative agreement, and there are no changes (except for those necessitated by the novation) to the terms of the agreement underlying the original derivative. b) Cash Flow Hedge A hedge is classified as a cash flow hedge when it hedges against the risk of cash flow fluctuations that are attributable to a risk related to a recognised asset, a recognised liability or a highly probable forecast transaction, and that could have an effect on profit or loss for the period. The effective portion of changes in the fair value of derivatives that are designated to hedge the cash flow and represent qualified hedges is recognised in equity.

In contrast, the ineffective portion of the changes in value is recognised directly in the income statement.

Amounts recognised in equity are reclassified to profit or loss and reported as income or expenses in the period in which the hedged item has an effect on profit or loss (e.g. when the hedged future sale takes place).

If a hedging instrument expires, is sold, or the hedge no longer satisfies the requirements for a cash flow hedge, the cumulative gains or losses remain in equity and are recognised in the income statements only once the underlying transaction has occurred. If the forecast transaction is no longer expected to occur, the cumulative gain or loss that was recognised directly in equity must be recognised immediately in profit or loss.

Under the terms for fair value hedges mentioned in paragraph a) above, the replacement or continuation of a hedging instrument through another hedging instrument and the novation of a hedging instrument to a central counterparty as a result of existing or newly enacted statutory or regulatory provisions also do not constitute the expiration or termination of the hedging relationship in the case of cash flow hedges. c) Derivatives that do not Qualify for Hedge Accounting Certain derivative financial instruments are not hedging instruments within the meaning of a cash flow or fair value hedge. Changes in the fair value of these derivatives are recognised directly in the income statement.

Page 71 of 177 Determination of Fair Value The fair value of a specific asset or liability is the sale price of a hypothetical transaction (sale/transfer) conducted at arm's length between market participants on the primary or most advantageous market as at the measurement date.

Fair value is calculated using market, cost and revenue-based measurement models. The three-level measurement hierarchy is used for the underlying input factors: Level 1 inputs are unadjusted quoted prices and market prices in the primary or most advantageous active markets for identical assets or liabilities that the entity can access at the measurement date. Level 2 inputs are market data that can be observed, either directly or indirectly, over the full term of the asset or liability. Level 3 inputs are unobservable parameters (not market- based) and shall only be used if observable parameters are not available.

The fair value of derivatives traded in an active market is based on the quoted market price on the balance sheet date.

The fair value of interest rate swaps is calculated based on the present value of the estimated future cash flows.

The fair value of currency forwards is determined using the forward exchange rates as at the balance sheet date and discounted.

For trade receivables and payables, it is assumed that the nominal amount less allowances and any necessary discounting corresponds to the fair value.

The influence of credit risk is always taken into account when determining fair value.

Recognised capital market valuation techniques are used to determine the fair value of investment properties.

Revenue and Expense Recognition Revenue from the sale of goods to wholesalers, retailers and individual customers is recognised once products have been delivered to a customer, the customer has accepted the goods, and the collectability of the resulting receivable is deemed sufficiently certain. Revenue is recognised net of trade discounts and rebates.

If there are customer loyalty programmes, the revenue is reduced by the fair value of the award credits expected to be redeemed. This deferred revenue is recognised when awards are provided.

Income from the rendering of services is recognised in accordance with the stage of completion in the ratio of the service provided to the service to be provided in the financial year the service is provided.

Revenue for travel extending beyond the balance sheet date is recognised pro rata and accounted for accordingly in the pro rata expenses.

Dividend income is recognised when the legal claim arises.

Interest income and expenses are recognised periodically using the effective interest method.

Page 72 of 177 8. SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSESSMENTS The preparation of the Combined Financial Statements in compliance with IFRS as adopted into European law requires that judgements be made and estimates and assessments be used, which impact on the amount and presentation of recognised assets, liabilities, income, expenses and contingent liabilities.

Judgements when Applying Accounting Policies Preparing the financial statements in conformity with IFRS requires judgements. All judgements are continually reassessed and are based on historical experience and expectations with regard to future events that appear reasonable under the given circumstances.

This applies in particular to the following circumstances:

• When determining the scope of consolidation, it was decided that 1,096 REWE partner companies (previous year: 1,080) would be included as associates using the equity method due to lack of control. Control was negated despite certain opportunities to exert influence because the groups cannot determine these companies' relevant activities. • When determining the scope of consolidation, it was decided that certain companies would be included in the Combined Financial Statements as subsidiaries, even absent the existence of an equity investment, because the groups exercise control over these companies on account of special contractual relationships. • The groups hold equity investments in various real estate funds, which are in the German legal form of a limited partnership (Kommanditgesellschaft), as limited partners. Due to lack of control, it was decided that the interests in these funds would be reported as shares in associates or as equity investments, depending on the extent to which influence could be exerted.

Estimates and Assessments Preparing the financial statements in conformity with IFRS requires estimates. All estimates and assessments are updated continually and are based on historical experiences and additional factors, including expectations in terms of future events that appear reasonable under the given circumstances. Naturally, estimates derived in this way will very rarely correspond to the actual circumstances to come. Changes are recognised in profit or loss when better knowledge is available.

Areas where assumptions and estimates are of decisive significance for the Combined Financial Statements are listed below:

• Estimates of the economic useful lives of assets must be made when determining depreciation/ amortisation. • Assets and liabilities must be identified in connection with purchase price allocations for business combinations and measured at fair value, which requires that assumptions be made. • Goodwill acquired in connection with business combinations is allocated to cash-generating units. An estimate of whether the goodwill is recoverable must be made at least annually. The recoverable amount is calculated to determine this, which requires assumptions to be made.

Page 73 of 177 • The carrying amount of a deferred tax asset is checked at each balance sheet date to determine whether it is still recoverable, i.e. whether future tax relief can be realised. This requires making assumptions. The amount of provisions for risks from expected tax audits and for litigation risks is also based on estimates by management. • When measuring provisions for expected losses from onerous contracts, the underlying negative contribution margins are determined using planning data. In that respect, forward-looking assumptions and estimates are inputs into the calculation. The subletting ratio is calculated using weighted actual subleases. • The annual financial statements of the associated REWE partner companies were not yet available in final form when the Combined Financial Statements were prepared. An estimate of the annual results of the REWE partner companies was made based on the preliminary annual financial statements, whereby any necessary additional adjustments pursuant to IFRS provisions will be made. • The measurement of the fair values of investment properties requires estimates with respect to the allocation between portions for buildings and land. The land value is separated from the building portion for accounting treatment. The allocation ratio for the land and the building portion therefore affects the present value of future earnings from the building. • When measuring the liabilities from customer loyalty programmes, the fair value of the award credits and the proportion of unredeemed bonus points must be estimated. These estimates are made based on previously observed customer behaviour and are updated regularly.

Page 74 of 177 Income Statement Disclosures

The income and expenses of the discontinued operations presented under note 5 "Divestitures" are presented in a separate line in the income statement. For this reason, the prior-year figures in the income statement were restated in accordance with IFRS 5. Consequently, the disclosures of expenses and income for the financial year and the previous year relate only to continuing operations.

9. REVENUE Revenue increased year-on-year by a total of 4.9 per cent.

CLASSIFICATION OF REVENUE BY BUSINESS SEGMENTS in million € 2016 2015 National Full-Range Stores 18,355.3 17,674.2

International Full-Range Stores 8,467.1 8,160.4 National Discount Stores 7,202.0 7,041.9 Travel and Tourism 4,576.4 3,843.9 International Discount Stores 4,242.9 4,076.0 National Specialist Stores 2,088.5 2,120.4 Other 703.8 597.2

Total 45,636.0 43,514.0

Virtually all business segments recorded increases in revenue.

In the National Full-Range Stores business segment revenue increased by 3.9 per cent. This development was driven by REWE's retail business and wholesale business, which primarily comprises supplying the REWE partner stores. It reflects in particular the organic growth of the REWE partner stores.

Adjusted for currency effects, the International Full-Range Stores business segment posted revenue growth in most countries in 2016, which amounted to 4.4 per cent overall (3.8 per cent including currency translation effects). Bulgaria, Russia, the Czech Republic and Ukraine generated especially high revenue increases. Revenue growth is primarily attributable to the positive development of the core business and expansion activities. In Russia and Ukraine, the positive development is due in part to high inflation. International Full-Range Stores also saw continued positive revenue development in its core Austrian market, driven in particular by the food retail sector.

The Travel and Tourism business segment posted a significant increase in revenue of 19.1 per cent. This positive development was due primarily to the first-time inclusion of the Kuoni companies over the entire financial year; in addition, the online business also contributed to revenue growth. Northern Europe achieved the fastest revenue growth. In contrast, revenue declined in Central and Eastern Europe, primarily as a result of the negative trend for the destinations Turkey, Egypt and Tunisia.

Page 75 of 177 The International Discount Stores business segment closed 2016 with a revenue increase of 4.1 per cent. All countries posted a positive development in revenues. Business development in Romania and Hungary was particularly dynamic, where expansion activities as well as the positive development of the established retail stores led to significant revenue growth. Additionally, business in Romania benefited from the reduction in VAT that went into effect as at 1 June 2015.

The National Specialist Stores business segment closed the financial year with a slight decline in revenue. Revenue from DIY stores decreased by 1.5 per cent year on year. The months of April and May made a positive contribution to revenue development, while business was difficult in the summer months due to weather-related factors.

10. OTHER OPERATING INCOME

BREAKDOWN OF OTHER OPERATING INCOME in million € 2016 2015 Income from additional services for goods traffic 760.0 734.9 Income from advertising services 677.6 647.5 Rental income 656.8 622.5 Income from other services 425.2 385.4 Income from the reversal of provisions 190.0 167.7 Income from the disposal of non-current assets 55.7 49.1 Income from the reversal of provisions with the nature of a liability 42.5 65.1 Income from bad debts previously written off 19.9 14.3 Income from damage claims 15.7 10.8 Income from reversals of impairment losses on non-current assets 13.5 12.6 Income from the collection of liabilities 11.6 9.3 Income from exchange rate changes 8.0 6.3

Miscellaneous other operating income 771.5 129.2 Total 3,648.0 2,854.7

The increase in other operating income resulted mainly from growth in income from other services, rental income, income from advertising services and miscellaneous other operating income. Some of these are closely related to corresponding items of operating expenses. By contrast, income from the reversal of provisions with the nature of a liability decreased.

The increase in income from other services is attributable, among other items, to the increased income from the provision of services to the REWE partner stores in the National Full-Range Stores business segment. In

Page 76 of 177 addition, the income in the National Discount Stores business segment increased due to an increase in income from the sale of waste paper.

The increase in rental income is due primarily to the increase in rental income from REWE partner stores in the National Full-Range Stores business segment. Positive effects here resulted from the increase in the number of partner stores and the higher sales-based rents due to increased revenue.

The increase in income from advertising services is attributable to, among other items, increased advertising activities in radio and television, print media, outdoor advertising and the increased use of advertising material in the National Full-Range Stores business segment.

The increase in income from the reversal of provisions resulted, among other things, from the first-time inclusion of the Kuoni companies over the entire year. In addition, income in the National Full-Range Stores business segment increased due to the increase in reversals of provisions for expected losses from rental obligations and the partnership model.

The income from the disposal of non-current assets resulted primarily from the disposal of shares in DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main, as well as from the disposal of property, plant and equipment in the International Full-Range Stores business segment.

The decrease in income from the reversal of provisions with the nature of a liability relates among other things to the Travel and Tourism business segment.

The increase in miscellaneous other operating income is due to non-recurring income from central settlement following the revised European Court of Justice (ECJ) ruling. Furthermore, the item includes the negative consolidation difference from the first-time consolidation of EUROGROUP S.A., Brussels (see also note 4 "Acquisitions").

11. COST OF MATERIALS

BREAKDOWN OF COST OF MATERIALS in million € 2016 2015 Cost of raw materials, consumables and supplies, and of purchased goods 30,122.3 29,104.4 Cost of purchased services 3,862.7 3,298.5

Total 33,985.0 32,402.9

Including changes in inventories, the cost of materials rose by 4.9 per cent, proportional to revenue. The gross profit margin amounted to 25.6 per cent, as in the previous year.

12. PERSONNEL EXPENSES

BREAKDOWN OF PERSONNEL EXPENSES in million € 2016 2015 Wages and salaries 5,024.6 4,665.8 Social security, pension plans and other employee benefit costs 1,137.1 1,071.9 Total 6,161.7 5,737.7

Page 77 of 177 The increase in personnel expenses is mainly attributable to the full-year inclusion of the Kuoni companies, REWE Digital Fulfilment Services GmbH, Cologne, and REWE Spedition und Logistik GmbH, Koblenz (formerly Fruchthof Gleichmann Gesellschaft mit beschränkter Haftung), as well as this year’s acquisition of the EURO- GROUP companies and the 2016 pay-scale increase.

The interest cost on provisions for employee benefits (see note 33 "Employee Benefits") is not reported under expenses for pension plans, but under interest result as the net interest expense from defined benefit plans.

Expenses of 486.8 million euros (previous year: 437.8 million euros) were incurred for defined contribution plans in the financial year. The employer's contribution to statutory pension insurance totalled 471.4 million euros (previous year: 427.4 million euros).

AVERAGE NUMBER OF EMPLOYEES Average number 2016 2015 Full-time employees 97,010 96,378 Part-time employees and marginal part-time workers 110,907 112,984 Trainees 5,844 5,772 Total 213,761 215,134

Of the number of employees mentioned above, 1,982 (previous year: 5,004) are attributable to business units that have been classified as discontinued operations.

The decrease in the number of employees was due primarily to the sale of the BILLA Romania business segment as at 30 June 2016 (see note 5 "Divestitures").

The acquisition of the Supermärkte Nord companies meant that a total of 9,230 employees were taken on as at 31 December 2016. These employees are not factored into the average figure calculated above (see note 4 "Acquisitions").

13. DEPRECIATION, AMORTISATIONAND IMPAIRMENTS

BREAKDOWN OF DEPRECIATION, AMORTISATION AND IMPAIRMENTS in million € 2016 2015 Depreciation, amortisation and impairments 947.8 851.0 Depreciation of property, plant and equipment 874.3 800.1

Amortisation of intangible assets 71.8 49.6 Depreciation of investment properties 1.7 1.3 Impairments 208.7 51.7 Goodwill impairments 137.0 12.6

Impairments of intangible assets 39.8 1.4 Impairments of property. plant and equipment 31.9 35.1

Impairments of investment properties 0.0 2.6

Total 1,156.5 902.7

Page 78 of 177 The goodwill impairments in the financial year related to the CGU groups toom Baumarkt (79.9 million euros), Travel and Tourism Central Europe (50.0 million euros) and PENNY Italy (7.2 million euros); see also note 21 "Intangible Assets".

The impairments of intangible assets related primarily to software development projects. Additional assets were written down after the CGU group PENNY Italy was tested for impairment.

Further impairments were recognised in particular on properties and office and operating equipment.

The properties' value in use was determined based on property-based cash flow budgets and country-specific capital charges. Market-price-based processes and capital market valuation techniques were used to determine the fair values less costs to sell. The measurement included appraisals, knowledge from sale negotiations and other market assessments. As far as possible, the fair values were derived from prices directly or indirectly observed in the market. In all other cases, the fair values were determined on the basis of inputs that were not based on data observable in the market.

14. OTHER OPERATING EXPENSES

BREAKDOWN OF OTHER OPERATING EXPENSES in million € 2016 2015 Expenses for rents and leases 1,702.7 1,674.7 Advertising expenses 994.1 923.1 Other occupancy costs 810.4 809.5 Expenses from supplementary payments for goods traffic 760.0 735.2 Expenses for maintenance and consumables 715.7 677.4 Vehicle fleet, freight 576.6 548.7 Expenses for third-party services 476.6 426.2 General and administrative expenses 305.9 276.7 Addition to provision for contingent losses from onerous contracts 109.7 53.9 Voluntary social benefits 101.7 88.9 Losses on the disposal of non-current assets 49.7 44.3 CRS communication, IT (Travel and Tourism) 48.2 35.5 Travel expenses 48.2 42.6

Other taxes 33.2 26.6 Losses on writedowns on receivables 31.8 35.6

Contributions, fees and duties 30.7 28.9 Insurance 25.4 24.6

Other personnel expenses 23.1 18.6 Miscellaneous other operating expenses 308.1 282.6

Total 7,151.8 6,753.6

The increase in other operating expenses was due primarily to an increase in advertising expenses, additions to provisions for expected losses from onerous contracts, expenses for purchased services and expenses for maintenance and consumables. Some of these services are closely related to the corresponding items of operating income.

Page 79 of 177 Advertising expenses increased primarily in the Other business segment due to an increase in radio and television advertising, and advertising in the print media and marketing materials.

The increase in additions to the provision for contingent losses from onerous contracts is primarily attributable to the National Discount Stores and National Specialist Stores business segments.

For third-party services, expenses for external staff in the Other and National Full-Range Stores business segments saw the primary increases. The Other business segment made greater use of external staff, especially for IT. In addition, the expenses in this business segment increased due to the first-time inclusion of the EUROGROUP in the group of consolidated companies. In the National Full-Range Stores business segment, external service providers were increasingly used for logistics in particular.

The increase in maintenance costs is essentially rooted in structural changes in connection with restructuring measures in the National Full-Range Stores and International Full-Range Stores business segments.

The expenses for rent and leases increased primarily in the National Full-Range Stores and Travel and Tourism business segments. In the National Full-Range Stores business segment, the increase resulted from, among other things, the increase in the number of leased properties which were sub-leased to partners. In the Travel and Tourism business segment, the first-time inclusion of the Kuoni companies over the entire year resulted in an increase in expenses.

The expenses for the vehicle fleet and freight increased primarily in the Other business segment. This increase resulted among other things from the first-time inclusion of Campina Verde Ecosol S.L., Cordoba, Spain, as well as the increased procurement of third-party logistics services in the course of expanding the business.

The increase in administrative expenses essentially resulted from the increase of project costs for internal restructuring measures in the National Specialist Stores and Other business segments.

The increase in expenses for CRS communication and IT in the Travel and Tourism business segment was based among other things on the integration costs and the first-time inclusion of the Kuoni companies over the entire year.

The increase in expenses for other taxes included the provision for tax risks in the International Full-Range Stores business segment.

15. RESULTS FROM COMPANIES ACCOUNTED FOR USING THE EQUITY METHOD Of the results from companies accounted for using the equity method in the financial year, an amount of 4.2 million euros was attributable to companies classified as joint ventures (previous year: 1.7 million euros). The increase essentially resulted from the higher results of a company in Switzerland due to exchange rate effects.

The companies classified as associates contributed 42.6 million euros (previous year: 23.9 million euros) to the results from companies accounted for using the equity method. The increase is primarily attributable to a reversal of an impairment loss of 12.8 million euros (previous year: impairments of 17.7 million euros).

Page 80 of 177 16. RESULTS FROM THE MEASUREMENT OF DERIVATIVE FINANCIAL INSTRUMENTS Derivative financial instruments are used to hedge interest rate, foreign exchange, and commodities price risks. These derivative financial instruments are explained in note 41 "Disclosures of Financial Instruments".

The measurement of the derivative financial instruments resulted in an expense of 0.5 million euros in the financial year (previous year: 3.8 million euros). This was due primarily to the fact that stand-alone derivatives are marked to market.

The measurement of stand-alone currency derivatives in the financial year led to a loss of 1.7 million euros (previous year: gain of -1.7 million euros) and the measurement of stand-alone interest rate swaps resulted in a gain of 0.9 million euros (previous year: gain of 0.4 million euros).

This was offset by the fair value measurement of currency derivatives which are part of a cash flow hedge. The results from that totalled 0.6 million euros (previous year: -2.2 million euros). Of that amount, income in the amount of 0.2 million euros (previous year: expenses of -3.3 million euros) are from the ineffective portion of the hedge.

Moreover, the measurement of currency derivatives designated as hedging instruments in fair value hedges resulted in a loss of 0.4 million euros (previous year: loss of 0.3 million euros).

17. INTEREST RESULT

BREAKDOWN OF INTEREST RESULT in million € 2016 2015 Interest and similar income 58.6 20.3 Interest income from taxes 12.5 11.7 Interest income from financing activities 2.1 2.5 Other interest income 44.0 6.1 Interest and similar expenses -73.4 -75.0 Interest expense from taxes -27.5 -21.4 Interest expense from financing activities -17.7 -28.7 Interest expense from additions to defined-benefit pension provisions -14.0 -11.2 Interest expense from finance leases -7.1 -5.0 Interest expense from discounting assets and compounding liabilities -2.1 -2.2

Interest expense from derivative financial instruments -0.6 -0.6 Other interest expense -4.4 -5.9

Total -14.8 -54.7

The interest result improved by 39.9 million euros. Specifically, there were the following significant changes:

Interest income from taxes increased by 0.8 million euros. It relates primarily to interest on corporate income tax, trade tax and VAT reimbursement claims as well as income from the reversal of provisions for interest on tax audit risks.

Page 81 of 177 The increase in other interest income resulted primarily from non-recurring income from central settlement following the revised European Court of Justice (ECJ) ruling (see note 10 "Other Operating Income").

The 6.1 million euro increase in the interest expense from taxes was due mainly to interest on the payment of trade tax arrears.

The decrease in interest expenses from financing activities by 11.0 million euros resulted primarily from the early repayment of a loan and the associated payment of a pre-payment penalty in the previous year.

The net interest expense from defined benefit pension plans essentially resulted from the compounding of obligations for pensions and similar post-employment obligations. For the changes in the measurement parameters and of the net interest expense from defined benefit pension plans, see note 33 "Employee Benefits".

18. OTHER FINANCIAL RESULT

BREAKDOWN OF OTHER FINANCIAL RESULT in million € 2016 2015 Income from equity investments 5.4 5.6 Income from loans 0.9 0.7 Other income and expenses -9.0 -27.4

Total -2.7 -21.1

Income from equity investments resulted mainly from dividends from DZ BANK AG Deutsche Zentral-Genossen- schaftsbank, Frankfurt am Main, and distributions by real estate funds. Income from equity investments also includes income from shares in associates, which, for reasons of immateriality, are not accounted for using the equity method.

The year-on-year decrease in other expenses is mainly attributable to exchange rate effects.

19. TAXES ON INCOME

BREAKDOWN OF TOTAL TAXES ON INCOME in million € 2016 2015 Current tax expense -385.2 -157.6 of which: taxes on income for the financial year -281.9 -143.5 of which: taxes on income for previous years -103.3 -14.1 Deferred taxes -10.9 21.3

Total taxes on income -396.1 -136.3

Page 82 of 177 SOURCE OF DEFERRED TAX ASSETS AND LIABILITIES ON TEMPORARY DIFFERENCES DUE TO DIFFERENT CARRYING AMOUNTS OF BALANCE SHEET ITEMS 31 Dec. 2016 31 Dec. 2015 in million € Deferred Deferred Deferred Deferred

tax assets tax liabilities tax assets tax liabilities ASSETS

Intangible assets 143.5 186.4 140.8 180.4 Property, plant and equipment 122.5 374.5 97.7 313.0

Non-current financial assets 33.0 36.8 20.6 29.5 Inventories 59.4 7.4 64.0 4.7

Receivables and other assets 58.5 44.5 23.4 21.4 Loss carryforwards 48.3 0.0 135.2 0.0

Interest carryforwards 3.7 0.0 6.5 0.0 Other off-balance sheet transactions 1.6 0.0 1.3 0.0

LIABILITIES Pension provisions 152.6 27.7 125.7 11.9

Other provisions 321.6 30.6 266.4 33.8 Liabilities 176.4 37.7 106.4 32.4 Total deferred tax assets/liabilities 1121.1 745.6 988.0 627.1 Offsetting -674.4 -674.4 -487.0 -487.0

Amount recognised in the balance sheet 446.7 71.2 501.0 140.1

To the extent that the realisation of the deferred tax asset depends on future taxable profits exceeding the earnings impact from the reversal of existing taxable temporary differences, deferred tax assets were recognised only if there were sufficient substantial indications for their realisation in future periods.

Deferred tax assets on tax loss carryforwards and temporary differences were recognised based on medium- term planning approved by management, reflecting tax adjustments.

The sharp decrease in deferred tax assets in respect of tax loss carryforwards was due primarily to the utilisation of RZF's loss carryforwards due to an improvement in its earnings situation. The increase in deferred tax liabilities in respect of property, plant and equipment and deferred tax assets in respect of provisions and liabilities primarily also consisted of additions in the context of acquisitions.

COMPOSITION OF CARRYFORWARDS FOR WHICH NO DEFERRED TAXES WERE RECOGNISED in million € 2016 2015

Corporate income tax (KSt) - loss carryforwards KSt - loss carryforwards as at 31 Dec. 1,017.2 1,298.9 KSt - unrecognised loss carryforwards as at 31 Dec. 842.6 839.9 KSt - unrecognised loss carryforwards - expiration within 1 year 15.6 15.3 KSt - unrecognised loss carryforwards - expiration within 2 years 14.7 11.1 KSt - unrecognised loss carryforwards - expiration within 3 years 11.0 14.9 KSt - unrecognised loss carryforwards - expiration within 4 years 8.9 14.9 KSt - unrecognised loss carryforwards - expiration within 5 years 43.9 10.3 KSt - unrecognised loss carryforwards - expiration after 5 years or no expiration 748.5 773.4

Page 83 of 177 in million € 2016 2015

Trade tax (GewSt) - loss carryforwards GewSt - loss carryforwards as at 31 Dec. 364.3 735.4 GewSt - unrecognised loss carryforwards as at 31 Dec. 239.3 352.9 GewSt - unrecognised loss carryforwards - no expiration 239.3 352.9

Losses pursuant to § 15a German Income Tax Act (EStG) Losses pursuant to § 15a EStG as at 31 Dec. 9.6 31.3 Losses pursuant to § 15a EStG - unrecognised loss carryforwards as at 31 Dec. 9.6 28.1 Losses pursuant to § 15a EStG - unrecognised loss carryforwards - no expiration 9.6 28.1 KSt - interest carryforwards KSt - interest carryforwards as at 31 Dec. 18.5 31.5 KSt - unrecognised interest carryforwards as at 31 Dec. 4.4 5.3 KSt - unrecognised interest carryforwards - no expiration 4.4 5.3 GewSt - interest carryforwards GewSt - interest carryforwards as at 31 Dec. 14.1 24.6 GewSt - unrecognised interest carryforwards as at 31 Dec. 0.0 0.0 Off-balance sheet tax benefit Off-balance sheet tax benefit as at 31 Dec. 5.1 6.2 Off-balance sheet tax benefit - unrecognised as at 31 Dec. 0.0 0.0

The decrease in corporation and trade tax loss carryforwards was due primarily to the utilisation of RZF's loss carryforwards.

CHANGE IN DEFERRED TAX ASSETS AND LIABILITIES in million € 2016 2015

Deferred taxes 375.5 360.9 Year-on-year change 14.6 41.7 Change in deferred taxes on items recognised directly in equity (IAS 39, IAS 19) 9.9 3.3 Change in deferred taxes from acquisitions/divestments recognised directly in equity 15.6 13.1 Change in deferred taxes from exchange rate changes recognised directly in equity -1.0 0.5 Change in deferred taxes due to temporary differences recognised through profit and loss 78.5 -4.6 Change in deferred taxes due to loss and interest carryforwards recognised through profit and loss -89.4 25.9 Reclassification of changes in deferred taxes recognised through profit 6.5 2.5 or loss in respect of discontinued operations

Reclassification of amount recognised in the balance sheet for deferred taxes -5.5 1.0 recognised in respect of discontinued operations

Accordingly, the main portion of the changes in deferred taxes recognised in profit or loss due to loss and interest carryforwards results from the reversal of deferred tax assets for the loss carryforwards utilised by RZF.

The change in deferred taxes recognised directly in equity resulted primarily from the change in pension commitments recognised directly in equity pursuant to IAS 19 due to the change in the interest period. In addition to the tax effects reported in the statement of comprehensive income, the change in deferred taxes recognised directly in equity also includes the effects from the increase/decrease in deferred taxes recognised directly in equity as a result of acquisitions or disposals, as well as currency translation effects for the tax items.

Page 84 of 177 RECONCILIATION OF THE EXPECTED INCOME TAX TO THE ACTUAL INCOME TAX EXPENSE in million € 2016 2015

Earnings before taxes, continuing operations 888.4 548.9

Earnings before taxes, discontinued operations -35.9 -30.7 Profit before taxes on income: profit (+)/loss (-) 852.5 518.2 Anticipated tax rate 30.0% 30.0% Anticipated tax expense -255.8 -155.5 Effects of different tax rates on the tax rate 8.9 15.5 Effects from tax rate changes 15.5 -1.6

Effects from taxes from previous years recognised in the financial year -108.7 -47.8 Effects of non-allowable income taxes (withholding and foreign taxes) -3.0 -1.8

Effects from non-deductible operating expenses -18.2 -29.7 Effects of tax-free income 21.0 6.8

Effects from trade tax add-backs/reductions -38.4 -23.8 Effects of permanent effects -36.0 71.9 Effects from transfers of assessment bases from/to non-consolidated companies 2.9 -5.7 Effects from recognition adjustments and write-downs of deferred tax assets 15.9 40.1 Effects from equity consolidation 5.9 -3.2 Total tax income (+)/tax expense (-) as per reconciliation -390.0 -134.8 of which: from continuing operations -396.1 -136.3 of which: from discontinued operations 6.1 1.5

The Group tax rate for 2016 remains unchanged at 30.0 per cent, consisting of the corporate income tax with a tax rate of 15.0 per cent and the solidarity surcharge, which is levied at 5.5 per cent on the corporate income tax, in addition to the trade income tax.

The effective tax rate in the financial year was 45.7 per cent (previous year: 26.0 per cent). The year-on-year change in the tax rate was due primarily to tax charges for previous periods, trade tax add-backs and earnings effects from permanent tax effects resulting from off-balance sheet corrections of tax results and different reported carrying amounts.

As at 31 December 2016, as on the previous year's balance sheet date, no deferred tax liabilities on undistri- buted profits of subsidiaries, joint ventures or associates were recognised because a distribution of these profits in the foreseeable future is not intended or discernible. Instead, these profits are continually reinvested.

The temporary differences in connection with investments in subsidiaries, joint ventures and associates, for which no deferred tax liabilities were recognised, were 676.9 million euros (previous year: 616.9 million euros) as at the balance sheet date. The increase in temporary differences essentially resulted from the continued development of the consolidated carrying amounts for Austrian Group companies.

20. PROFIT OR LOSS ATTRIBUTABLE TO NON-CONTROLLING INTERESTS The profit attributable to non-controlling interests was 6.0 million euros (previous year: 4.9 million euros).

Page 85 of 177 Balance Sheet Disclosures

21. INTANGIBLE ASSETS

CHANGE IN INTANGIBLE ASSETS Concessions, favourable contracts, industrial proper- Prepayments and Customer in million € ty rights and similar rights Goodwill assets under Total relationships as well as licenses to development such rights

Cost As at 1 Jan. 2015 578.9 8.7 1,615.4 37.1 2,240.1 Currency translation 1.5 0.1 -8.2 0.0 -6.6

Additions to/disposals from scope of 0.6 0.0 0.4 0.0 1.0 consolidation Reclassifications of assets held for sale -2.3 0.0 0.0 0.0 -2.3 Additions from acquisitions 51.6 0.9 138.7 0.0 191.2 Additions 92.7 0.0 2.5 31.9 127.1 Disposals -39.1 0.0 -1.3 -4.2 -44.6 Reclassifications 37.0 0.0 0.0 -36.0 1.0 As at 31 Dec. 2015/1 Jan. 2016 720.9 9.7 1,747.5 28.8 2,506.9 Currency translation -2.9 0.0 4.5 0.0 1.6 Additions to/disposals from scope of 0.0 0.0 -0.6 0.0 -0.6 consolidation Reclassifications of assets held for sale -0.3 0.0 0.0 0.0 -0.3 Additions from acquisitions 11.7 0.4 167.0 0.6 179.7 Additions 99.8 0.0 5.2 30.4 135.4 Disposals -35.3 0.0 -61.4 -1.4 -98.1 Reclassifications 29.6 0.0 0.0 -25.8 3.8 As at 31 Dec. 2016 823.5 10.1 1,862.2 32.6 2,728.4 Depreciation, amortisation and impairments As at 1 Jan. 2015 397.4 1.2 448.6 0.8 848.0 Currency translation 0.8 0.0 0.0 0.0 0.8 Reclassifications of assets held for sale -0.6 0.0 0.0 0.0 -0.6

Additions 48.3 1.3 0.0 0.0 49.6 Impairments 1.4 0.0 12.6 0.0 14.0

Disposals -26.8 0.0 0.0 -0.5 -27.3 Reversals of impairment losses -1.1 0.0 0.0 0.0 -1.1 Reclassifications 0.1 0.0 0.0 0.0 0.1 As at 31 Dec. 2015/1 Jan. 2016 419.5 2.5 461.2 0.3 883.5 Currency translation -0.1 0.0 0.0 0.0 -0.1

Additions to/disposals from scope of 0.0 0.0 -0.6 0.0 -0.6 consolidation Reclassifications of assets held for sale -0.1 0.0 0.0 0.0 -0.1 Additions 71.3 0.6 0.0 0.0 71.9

Page 86 of 177 Concessions, favourable contracts, industrial proper- Prepayments and Customer in million € ty rights and similar rights Goodwill assets under Total relationships as well as licenses to development such rights

Impairments 39.8 0.0 137.0 0.0 176.8 Disposals -11.5 0.0 -59.9 0.0 -71.4 Reclassifications -0.1 0.0 0.0 0.0 -0.1 As at 31 Dec. 2016 518.8 3.1 537.7 0.3 1,059.9 Carrying amount as at 1 Jan. 2015 181.5 7.5 1,166.8 36.3 1,392.1

Carrying amount 301.4 7.2 1,286.3 28.5 1,623.4 as at 31 Dec. 2015/1 Jan. 2016 Carrying amount as at 31 Dec. 2016 304.7 7.0 1,324.5 32.3 1,668.5

Favourable contracts were recognised as intangible assets if contracts were taken over in connection with a business combination whose terms and conditions were more favourable than the market conditions at the date of the business combination.

Internally generated intangible assets in use amounting to 66.4 million euros are presented in the financial year (previous year: 88.7 million euros). In addition, there are internally generated intangible assets still in development. The internally generated intangible assets primarily concern software products. Additional research and development expenses of 59.1 million euros (previous year: 58.0 million euros) were incurred in the financial year. These expenses were not capitalised as internally generated intangible assets because the recognition requirements were not satisfied.

With regard to the impairment losses during the financial year, please see the remarks under note 13 "Depreciation, Amortisation and Impairments".

No intangible assets were pledged as collateral for liabilities (previous year: 0.7 million euros). In addition, purchase commitments in the amount of 0.7 million euros (previous year: 0.3 million euros) were entered into for intangible assets.

Page 87 of 177 Goodwill

BREAKDOWN OF GOODWILL BY CGU GROUPS Group of cash-generating units 31 Dec. 2016 31 Dec. 2015 in million € National Full-Range Stores 596.4 427.3

Travel and Tourism Central Europe (new structure) 348.9 – PENNY Czech Republic 187.7 187.7

Travel and Tourism Northern Europe (new structure) 67.1 – BILLA Russia 58.4 47.0

BILLA Czech Republic 51.9 51.8 EHA 7.1 7.1 Digital 7.0 7.0 toom Baumarkt DIY stores 0.0 79.9

PENNY Italy 0.0 6.2 Component tourism (old structure) – 243.8 Kuoni (old structure) – 139.0 Travel sales (old structure) – 62.1 Package tourism (old structure) – 27.4

Total goodwill 1,324.5 1,286.3

The comprehensive restructuring and realignment of the Travel and Tourism business segment undertaken in connection with the acquisition and integration of the Kuoni companies were completed during the financial year. The goodwill allocated to the former CGU groups component tourism, travel sales and package tourism were allocated to new CGU groups according to expected synergy potential and future management and the goodwill arising from the acquisition of the Kuoni companies was allocated for the first time. Goodwill from the Travel and Tourism business segment amounting to 348.8 million euros and 67.1 million euros was assigned to the new CGU groups Travel and Tourism Central Europe and Northern Europe, respectively.

The significant increase in goodwill at the National Full-Range Stores CGU group was attributable primarily to the first-time inclusion of the Supermärkte Nord companies. At the balance sheet date, the acquisition gave rise to goodwill amounting to 167.0 million euros embodying the expected synergy potential and location benefits brought to the National Full-Range Stores CGU group by the acquired Supermärkte Nord in the northern German states (see also note 4 "Acquisitions").

In the course of the annual impairment test at the level of the CGU group toom Baumarkt, the allocated goodwill was written off in full because the recoverable amount of 436.8 million euros was less than the carrying amount for the CGU group (see also note 13 "Depreciation, Amortisation and Impairments").

During the financial year, the maximum risk from the additional trade tax charge in the context of the purchase of hotel commitments by the Travel and Tourism business segment was included in the three-year plan for the first time. After taking into account this tax effect, a recoverable amount of 244.9 million euros was calculated for Central Europe, which is below the carrying amount for the CGU group. For this reason, a 50.0 million euro impairment loss was recognised (see also note 13 "Depreciation, Amortisation and Impairments").

Page 88 of 177 At the BILLA Russia CGU group, the advantageous exchange rate changes resulted in an increase in goodwill of 11.4 million euros.

The elimination of the goodwill of the PENNY Italy CGU group resulted from several offsetting effects. 1.3 million euros in goodwill was added during the year in the context of asset deals, with an offsetting impairment loss of 0.3 million euros being recognised during the year. In addition, the annual impairment test resulted in a recoverable amount of 161.7 million euros, which resulted in an impairment of the entire amount of goodwill attributed to this CGU of 7.2 million euros (see also note 13, "Depreciation, Amortisation and Impairments").

Measurement Model and Material Measurement Parameters The recoverable amount of the CGU groups is determined based on the fair value less costs to sell using the discounted cash flow method.

The key measurement parameters used to calculate the fair value of CGUs are the capital charges (WACC) used to calculate the discount rate, the growth discount in the discount rate used for calculating the perpetual annuity and the change in EBIT in the planning period as the basis for forecasting the cash flows of the CGUs.

The measurement of the fair value of the CGU groups is based on the forecasted cash flows, which are derived on the basis of the three-year plan approved by the management. This three-year plan was prepared on the basis of internal Company experience and expectations regarding future market development and is used for internal purposes. Country-specific parameters, such as economic growth, consumer prices, private consumption and the unemployment rate, are considered in the three-year plan. The last planning year in the three-year plan is generally used as a basis for the perpetual annuity in the measurement model.

A growth discount is factored into the discount rate for the perpetual annuity in the measurement model. Growth rates forecast by international organisations for gross domestic product up to 2021 were used when determining the country-specific growth discounts. The discount rates used are pre-tax discount rates and reflect the special risks of the corresponding CGU groups. The pre-tax discount rates were derived from discount rates after taxes using before and after-tax calculations. Capital charges (WACC) are determined based on fair values. The specific beta coefficients were derived from capital market data for several comparable companies.

Page 89 of 177 COMPARISON OF DISCOUNT RATES AND GROWTH DISCOUNTS Discount rate Growth discount Group of cash-generating units per year before taxes 2016 2015 2016 2015 BILLA Russia 14.5% 14.8% 2.5% 2.5% BILLA Czech Republic 6.0% 5.6% 0.8% 1.3% Digital 6.0% 5.5% 0.5% 0.8%

EHA 6.2% 5.8% 0.5% 0.8% PENNY Italy 8.1% 7.3% 0.5% 1.0% PENNY Czech Republic 6.0% 5.6% 0.8% 1.3% toom Baumarkt DIY stores 6.9% 6.1% 0.5% 0.8%

National Full-Range Stores 6.5% 5.9% 0.5% 0.8% Travel and Tourism Central Europe (new structure) Miscellaneous – Miscellaneous – Travel and Tourism Northern Europe (new structure) Miscellaneous – Miscellaneous – Component tourism (old structure) – 8.2% – 0.8%

Package tourism (old structure) – 8.2% – 0.8% Travel sales (old structure) – 8.2% – 0.8%

It is not possible to make disclosures as to discount rates and growth discounts at the level of the CGU groups for the new Travel and Tourism Central Europe and Travel and Tourism Northern Europe CGU groups since different measurement models with country-specific parameters are used here.

DISCOUNT RATES AND GROWTH DISCOUNTS FOR COUNTRY-SPECIFIC INDIVIDUAL TESTS IN TRAVEL AND TOURISM Discount rate Growth discount Group of cash-generating units per year before taxes 2016 2015 2016 2015 Travel and Tourism Central Europe of which Central Europe Germany 7.6%* – 0.5% – of which Central Europe Switzerland 5.7% – 0.0% – Travel and Tourism Northern Europe of which Northern Europe Belgium 8.8% – 0.5% – of which Northern Europe Germany 7.2% – 0.5% – of which Northern Europe Denmark 6.8% – 0.5% – of which Northern Europe Finland 7.0% – 0.5% – of which Northern Europe United Kingdom 8.2% – 1.0% – of which Northern Europe Netherlands 7.5% – 0.5% – of which Northern Europe Norway 8.8% – 0.8% – of which Northern Europe Sweden 7.8% – 0.8% –

* Prior to effect from the commercial tax burden

The three-year plans for internal management purposes are used for the forecast of future cash flows of the CGU groups. The detailed planning period was expanded for some CGU groups. This is done if the most recent budget year does not reflect long term results as a basis for the perpetual annuity. This is primarily due to restructuring and expansion plans in the CGU groups.

Page 90 of 177 The following assumptions were made in the detailed planning period with respect to the future development of EBIT and revenue for the individual CGU groups:

TREND INDICATIONS FOR THE DEVELOPMENT OF EBIT AND REVENUE Forecast development EBIT/Revenue Detailed planning period Group of cash-generating units EBIT Revenue 2016 2015 BILLA Russia solid growth solid growth 3 years 3 years

BILLA Czech Republic solid growth slight growth 3 years 3 years Digital solid growth strong growth 10 years 8 years EHA slight growth slight growth 3 years 3 years PENNY Italy solid growth solid growth 3 years 3 years

PENNY Czech Republic slight growth slight growth 3 years 3 years toom Baumarkt DIY stores solid growth slight growth 10 years 6 years National Full-Range Stores solid growth slight growth 10 years 10 years Travel and Tourism Central Europe strong growth slight growth 3 years – Travel and Tourism Northern Europe slight growth slight growth 3 years –

Sensitivity of Material Measurement Parameters As part of sensitivity analyses, the potential effects from changes in the weighted cost of capital (WACC), country-specific growth discounts or in the EBIT for the last planning year are analysed, as are combinations of these significant measurement parameters to future cash flows.

At the following CGU groups, the sensitivity analyses showed the potential impairments of goodwill presented in the table below:

POTENTIAL IMPAIRMENT RISK WITH A CHANGE TO A SIGNIFICANT PARAMETER

POTENTIAL IMPAIRMENT RISK WITH AN INCREASE IN THE WACC WACC Impairments Group of cash-generating units Increase in percentage points in million € Travel and Tourism Central Europe 1.0 82.0 PENNY Czech Republic 1.0 46.7 Digital 1.0 21.3

POTENTIAL IMPAIRMENT RISK WITH A DECREASE IN EBIT EBIT perpetual annuity Impairments Group of cash-generating units Decrease in percentage points in million € Travel and Tourism Central Europe 10.0 88.6 PENNY Czech Republic 10.0 0.0 Digital 10.0 0.0

POTENTIAL IMPAIRMENT RISK WITH A DECREASE IN THE GROWTH DISCOUNT Growth discount Impairments Group of cash-generating units Decrease in percentage points in million € Travel and Tourism Central Europe 0.5 65.7 PENNY Czech Republic 0.5 0.0 Digital 0.5 0.0

Page 91 of 177 POTENTIAL IMPAIRMENT RISK WITH A CHANGE TO TWO SIGNIFICANT PARAMETERS

POTENTIAL IMPAIRMENT RISK WITH A SIMULTANEOUS CHANGE TO WACC AND THE GROWTH DISCOUNT WACC Growth discount Impairments Group of cash-generating units Increase in Decrease in in million € percentage points percentage points Travel and Tourism Central Europe 1.0 0.5 93.8

PENNY Czech Republic 1.0 0.5 85.3 Digital 1.0 0.5 36.6

POTENTIAL IMPAIRMENT RISK WITH A SIMULTANEOUS CHANGE TO WACC AND EBIT WACC EBIT perpetual annuity Impairments Group of cash-generating units Increase in Decrease in in million € percentage points percentage points Travel and Tourism Central Europe 1.0 10.0 114.2

PENNY Czech Republic 1.0 10.0 86.6 Digital 1.0 10.0 37.5

For the remaining CGU groups, realistic changes did not reveal any potential need to recognise an impairment.

22. PROPERTY, PLANT AND EQUIPMENT

CHANGE IN PROPERTY, PLANT AND EQUIPMENT Technical Prepayments Leasehold Other equipment, Land and equipment and assets in million € improve- operating and Total buildings and machi- under ments office equipment nery construction Cost As at 1 Jan. 2015 5,831.2 1,703.9 476.4 5,780.0 206.6 13,998.1 Currency translation -12.0 -1.6 -1.4 -2.6 -0.5 -18.1 Additions to/disposals from scope of 5.6 0.0 0.0 0.0 2.5 8.1 consolidation Reclassifications of assets held for sale -116.5 0.7 -38.2 -21.8 0.0 -175.8 Additions from acquisitions 27.8 7.2 1.1 14.7 0.5 51.3 Additions 396.3 140.2 39.0 618.3 96.6 1,290.4 Disposals -68.7 -99.9 -12.8 -447.0 -24.3 -652.7

Reclassifications 59.1 17.4 3.2 5.5 -96.9 -11.7 As at 31 Dec. 2015/1 Jan. 2016 6,122.8 1,767.9 467.3 5,947.1 184.5 14,489.6 Currency translation 22.1 5.0 0.1 6.8 0.2 34.2 Reclassifications of assets held for sale -156.5 -30.9 -2.8 -47.5 -0.1 -237.8

Additions from acquisitions 142.3 33.9 0.0 41.1 0.3 217.6 Additions 546.9 173.0 58.0 651.2 213.9 1,643.0

Disposals -107.5 -67.4 -7.4 -327.6 -11.8 -521.7 Reclassifications 57.7 13.1 52.2 -26.9 -101.5 -5.4 As at 31 Dec. 2016 6,627.8 1,894.6 567.4 6,244.2 285.5 15,619.5

Page 92 of 177 Technical Prepayments Leasehold Other equipment, Land and equipment and assets in million € improve- operating and Total buildings and machi- under ments office equipment nery construction Depreciation, amortisation and impairments As at 1 Jan. 2015 1,949.4 982.7 179.8 3,462.4 0.8 6,575.1 Currency translation -2.4 0.3 -0.6 0.0 -0.1 -2.8

Additions to/disposals from scope of -0.1 0.0 0.0 0.0 0.0 -0.1 consolidation Reclassifications of assets held for sale -34.5 0.7 -21.4 -13.7 0.0 -68.9 Additions 161.9 93.7 38.9 526.6 0.0 821.1 Impairments 72.3 0.1 0.4 4.9 0.5 78.2 Disposals -34.8 -91.8 -11.7 -416.9 0.0 -555.2

Reversals of impairment losses -14.7 -1.2 0.0 -0.2 0.0 -16.1 Reclassifications -9.0 2.7 0.5 -1.6 0.0 -7.4 As at 31 Dec. 2015/1 Jan. 2016 2,088.1 987.2 185.9 3,561.5 1.2 6,823.9 Currency translation 7.1 2.3 0.1 3.9 0.0 13.4 Reclassifications of assets held for sale -105.2 -21.7 -1.3 -34.4 0.0 -162.6 Additions from acquisitions 0.0 0.0 0.0 0.3 0.0 0.3 Additions 160.4 113.1 39.6 570.6 0.0 883.7 Impairments 57.6 5.3 0.2 4.0 0.4 67.5 Disposals -66.8 -51.8 -5.0 -286.4 -1.8 -411.8 Reversals of impairment losses -19.1 0.0 -0.5 -1.0 0.0 -20.6 Reclassifications -1.6 -0.8 16.4 -16.2 1.6 -0.6 As at 31 Dec. 2016 2,120.5 1,033.6 235.4 3,802.3 1.4 7,193.2 Carrying amount as at 1 Jan. 2015 3,881.8 721.2 296.6 2,317.6 205.8 7,423.0 Carrying amount 4,034.7 780.7 281.4 2,385.6 183.3 7,665.7 as at 31 Dec. 2015/1 Jan. 2016 Carrying amount as at 31 Dec. 2016 4,507.3 861.0 332.0 2,441.9 284.1 8,426.3

The additions from acquisitions in financial year 2016 essentially related to the acquisition of shares in Super- märkte Nord Verwaltungs GmbH, Supermärkte Nord Vertriebs GmbH & Co. KG and coop Logistik GmbH, each with its registered office in Kiel. The additions from acquisitions are described under note 4 "Acquisitions". In 2016, the BILLA Croatia business unit was included in the "Reclassification of assets held for sale" line item (see note 5 "Divestitures"). The other additions comprise in particular investments for expanding the store network as well as capital expenditures for replacements and expansions at retail stores, warehouse sites and production companies. The majority of the disposals resulted from the disposal or scrapping of operating and office equipment.

The cumulative cost and/or cumulative depreciation was reclassified if it was attributable to assets that were recognised under other items of non-current assets and that must now be presented in other items. With regard to the impairment losses taken on property, plant and equipment during the financial year, please see the remarks under note 13 "Depreciation, Amortisation and Impairments". With regard to the reversals of impairment losses, please see the remarks under note 10 "Other Operating Income".

Page 93 of 177 Property, plant and equipment in the amount of 443.0 million euros (previous year: 585.3 million euros) serves as collateral for financial liabilities. Purchase commitments of 120.2 million euros (previous year: 105.0 million euros) were entered into for property, plant and equipment. Compensation of 0.9 million euros (previous year: 0.4 million euros) was received and recognised in net profit or loss for property, plant and equipment that was impaired, lost or removed from operation.

23. INVESTMENT PROPERTIES

CHANGE IN INVESTMENT PROPERTIES in million € Cost As at 1 Jan. 2015 98.6 Additions 3.3 Disposals -21.0

Reclassifications 10.8 As at 31 Dec. 2015/1 Jan. 2016 91.7 Reclassifications of assets held for sale -1.1 Additions 0.1 Disposals -1.9 Reclassifications 1.7 As at 31 Dec. 2016 90.5 Depreciation, amortisation and impairments As at 1 Jan. 2015 47.3 Additions 1.3 Impairments 2.6 Disposals -14.2 Reclassifications 7.3 As at 31 Dec. 2015/1 Jan. 2016 44.3 Reclassifications of assets held for sale -0.9 Additions 1.7 Disposals -1.7 Reclassifications 0.6 As at 31 Dec. 2016 44.0 Carrying amount as at 1 Jan. 2015 51.3 Carrying amount as at 31 Dec. 2015/1 Jan. 2016 47.4 Carrying amount as at 31 Dec. 2016 46.5

The carrying amount of investment properties declined primarily through disposals of properties and the reclassification of properties held for sale. The reclassification of a property from property, plant and equipment into investment property had an opposing effect.

The rental income from these properties during the financial year was 5.5 million euros (previous year: 5.3 million euros). The operating expenses for these properties amounted to 1.9 million euros (previous year:

Page 94 of 177 2.4 million euros). Only insignificant operating expenses were incurred for properties which did not generate rental income (previous year: 0.4 million euros).

The fair value of investment properties is 66.1 million euros (previous year: 64.1 million euros).

Recognised valuation techniques (discounted value of future earnings method) are used to determine the fair value. Based on the inputs to the valuation techniques used, fair value measurement is categorised to level 3 in accordance with the measurement hierarchy used to measure fair value. In addition to reasonable management costs and market rents, rental income from current rental agreements was also used as a key measurement parameter. The discount rate for properties factors in the individual situation and condition of each property. More information on determining fair value can be found in note 13 "Depreciation, Amortisation and Impairments". Appraisals are made by independent experts in some cases.

24. LEASES Real estate from finance leases is also presented under property, plant and equipment. It is included in the "Land and buildings" item in an amount of 499.0 million euros (previous year: 238.2 million euros).

Many of the leased properties are partially or fully subleased. A majority of the subleasing is made to companies in connection with the REWE partnership model. The lease agreements have varying terms and conditions, rent increase clauses and renewal options. Purchase options are not normally included.

In addition, assets classified as other operating and office equipment are leased in connection with operating leases with short-term termination clauses.

Finance Leases as Lessee

RECONCILIATION OF MINIMUM LEASE PAYMENTS TO BE PAID TO THE RECOGNISED PRESENT VALUE OF THE OBLIGATION in million € 31 Dec. 2016 31 Dec. 2015 Total minimum lease payments from finance leases 608.9 293.1 Discounting -91.1 -49.7

Present value of liabilities from finance leases 517.8 243.4

ALLOCATION OF THE MINIMUM LEASE PAYMENTS, THE DISCOUNTING AND PRESENT VALUE OF THE MINIMUM LEASE PAYMENTS BY RESIDUAL MATURITY More than 31 Dec. 2016 in million € Up to 1 year 1 to 5 years 5 years Total Total minimum lease payments from finance leases 45.3 175.9 387.7 608.9 Discounting -11.3 -37.6 -42.2 -91.1

Present value of liabilities from finance leases 34.0 138.3 345.5 517.8

Page 95 of 177 More than 31 Dec. 2015 in million € Up to 1 year 1 to 5 years 5 years Total Total minimum lease payments from finance leases 27.2 73.4 192.5 293.1 Discounting -5.7 -19.2 -24.8 -49.7

Present value of liabilities from finance leases 21.5 54.2 167.7 243.4

The change in the present value of the lease obligations arose in particular from new properties under finance leases, some of which came about as a result of the acquisition of shares in the Supermärkte Nord companies, as well as through scheduled repayments of lease commitments.

Operating Leases as Lessee

TOTAL FUTURE MINIMUM LEASE PAYMENTS TO BE PAID RESULTING FROM NON-CANCELLABLE OPERATING LEASES in million € 31 Dec. 2016 31 Dec. 2015 Up to 1 year 1,716.8 1,649.0 1 to 5 years 5,216.9 5,052.5 More than 5 years 4,560.3 4,499.6 Future payments on operating leases 11,494.0 11,201.1

Operating Leases as Lessor

TOTAL FUTURE EXPECTED LEASE PAYMENTS RESULTING FROM NON-CANCELLABLE OPERATING LEASES in million € 31 Dec. 2016 31 Dec. 2015 Up to 1 year 601.3 584.8 1 to 5 years 1,743.6 1,714.2 More than 5 years 1,551.9 1,467.4 Future payments expected from operating leases 3,896.8 3,766.4

The principal amount of minimum lease payments that the groups will receive in future from subleasing properties leased under operating leases is 3,854.5 million euros (previous year: 3,713.4 million euros). Some of the subleasing income is secured through security deposits and payment guarantees. The increase in future subleasing income to be received and in expected future total leasing income resulted primarily from the con- clusion of new sublease agreements.

25. COMPANIES ACCOUNTED FOR USING THE EQUITY METHOD

INFORMATION REGARDING ASSOCIATES in million € 31 Dec. 2016 31 Dec. 2015 Group's share of results from continuing operations 42.6 23.9 Group's share of comprehensive income 42.6 23.9 Carrying amount of shares in associates 101.9 166.0

The associates are primarily 1,096 REWE partner companies (previous year: 1,080).

Page 96 of 177 The Group's share of results from continuing operations amounted to 42.6 million euros, 17.0 million euros of which related to a company held for sale. The reclassification of the shares in these companies as non- current assets held for sale accounts for the majority (63.0 million euros) of the change in shares in associates (-64.1 million euros).

The sole associate with a different financial year is Campina Verde Ecosol, S.L., Cordoba, Spain, whose financial year ends on 30 September. This company was included in the consolidated financial statements in accordance with the equity method until 30 April 2016. Following the acquisition of further shares, the company was fully consolidated from 1 May 2016 onwards.

INFORMATION REGARDING JOINT VENTURES in million € 31 Dec. 2016 31 Dec. 2015 Group's share of results from continuing operations 4.2 1.7 Group's share of other comprehensive income 0.8 1.3

Group's share of comprehensive income 5.0 3.0 Carrying amount of shares in joint ventures 38.2 33.7

26. OTHER FINANCIAL ASSETS

BREAKDOWN OF OTHER FINANCIAL ASSETS Remaining term Remaining term 31 Dec. 2016 31 Dec. 2015 in million € Up to More than Up to More than Total Total 1 year 1 year 1 year 1 year Trade payables with debit balances 224.8 0.0 224.8 238.1 0.0 238.1 Claims from supplier compensation 208.4 0.0 208.4 181.6 0.0 181.6 Loans to associates 58.5 118.2 176.7 64.3 106.7 171.0 Other loans 31.4 29.2 60.6 28.9 58.3 87.2 Receivables from derivative financial instruments 58.3 0.0 58.3 31.1 0.0 31.1 Other equity investments 0.0 41.8 41.8 0.0 70.7 70.7 Shares in associates 0.0 31.7 31.7 0.0 30.7 30.7 Loans to joint ventures 20.5 2.2 22.7 18.0 2.4 20.4 Shares in affiliated companies 0.0 5.1 5.1 0.0 8.3 8.3 Other receivables from financial transactions 7.7 18.8 26.5 8.5 17.2 25.7

Total 609.6 247.0 856.6 570.5 294.3 864.8

Claims from supplier compensation relate to retrospective compensation claims from suppliers. This increase occurred in relation to the balance sheet date.

Loans to associates include primarily shareholder and start-up loans to REWE partner companies. The year-on- year increase was attributable to the increase in the number of partner companies.

Other loans relate to, among other things, merchandise credits, loans to lessors and to other receivables from hoteliers in the Travel and Tourism business segment. The decrease was due primarily to the repayment of a silent equity investment.

Page 97 of 177 The other equity investments item is used mainly to report the shares in DZ BANK AG Deutsche Zentral-Genossen- schaftsbank, Frankfurt am Main, shares in Home24 GmbH, Berlin, as well as units in various real estate funds. The decrease was attributable to the partial sale of shares in DZ BANK AG Deutsche Zentral-Genossenschaftsbank.

The shares in other equity investments are measured at amortised cost because their fair values cannot be reliably determined due to the unavailability of detailed financial data.

The receivables from derivative financial instruments primarily concern currency derivatives. They essentially resulted from currency hedges of the Travel and Tourism business segment. Further explanations of changes in derivative financial instruments can be found in note 41 "Financial Instruments Disclosures".

Shares in associates, which for reasons of immateriality were not accounted for using the equity method in the Combined Financial Statements, were reported under shares in associates.

The shares in affiliated companies relate to affiliates which are not fully consolidated for reasons of materiality but which are instead measured at amortised cost.

The loans to joint ventures essentially include loans to REWE PETZ GmbH, Wissen, and to Wasgau Food Beteili- gungsgesellschaft mbH, Annweiler am Trifels.

27. TRADE RECEIVABLES

BREAKDOWN OF TRADE RECEIVABLES in million € 31 Dec. 2016 31 Dec. 2015 Trade receivables from third parties 907.9 717.8 Trade receivables from associates 313.8 341.0 Trade receivables from joint ventures 19.2 17.5 Trade receivables from other long-term investments 0.3 0.0 Trade receivables from affiliated companies 0.1 0.1

Total 1,241.3 1,076.4

The increase in trade receivables from third parties was attributable primarily to receivables from card payments.

Due to the large number of customers at different locations, there is no concentration of credit risk.

CHANGE IN ALLOWANCES ON TRADE RECEIVABLES in million € 2016 2015

As at 1 Jan. 124.5 126.3 Additions 9.8 12.7

Reversals/utilisations -12.3 -14.3 Changes in scope of consolidation 0.5 0.0

Reclassifications of discontinued operations 0.4 0.0 Exchange rate effects and other changes 0.3 -0.2

As at 31 Dec. 123.2 124.5

Page 98 of 177 28. OTHER ASSETS

BREAKDOWN OF OTHER ASSETS Remaining term Remaining term 31 Dec. 2016 31 Dec. 2015 in million € Up to More than Up to More than Total Total 1 year 1 year 1 year 1 year Deferred assets 43.1 31.1 74.2 33.9 37.2 71.1 Receivables from other taxes 68.9 0.0 68.9 117.5 0.0 117.5 Deferred discounts from central settlement 51.2 0.0 51.2 47.2 0.0 47.2 Deferred commissions from travel agencies 26.9 0.0 26.9 25.1 0.0 25.1

Receivables from prepayments and security 14.2 9.6 23.8 16.1 7.9 24.0 deposits Interest on corporate income tax and trade 3.9 0.0 3.9 39.3 0.0 39.3 tax reimbursements

Receivables from former partners from 3.4 0.0 3.4 6.2 0.0 6.2 partnership model Reimbursement rights against trust associations 0.3 0.0 0.3 0.9 31.2 32.1

Receivables from third-party credit memos 0.0 0.0 0.0 12.2 0.0 12.2 Miscellaneous 165.1 4.4 169.5 142.4 6.3 148.7

Total 377.0 45.1 422.1 440.8 82.6 523.4

The change in other assets resulted primarily from changes in receivables from other taxes and interest on corporate income tax and trade tax reimbursements based on the findings of completed external tax audits.

The deferred assets include, among other items, prepaid rents, service fees, flat-rate maintenance fees, as well as prepaid tourism payments.

During the financial year, the assets were transferred from REWE-Zentralfinanz eG Pension Trust e.V., Cologne, and REWE-Zentral AG Pension Trust e.V., Cologne, to Allianz Treuhand GmbH, Stuttgart. This resulted in a reduction in reimbursement rights against trust associations amounting to 29.0 million euros. Further explanations are contained in note 33 "Employee Benefits".

Receivables from third-party credit memos from foreign group companies have been reported together with receivables from third-party credit memos from domestic group companies since this financial year under trade receivables.

Allowances of 0.4 million euros were recognised on receivables from former partners of REWE partner companies in the financial year (previous year: 0.9 million euros).

Changes in the various assets resulted in particular from the capitalisation of construction costs and advertising cost subsidies as well as from the decrease in receivables from barter transactions (cashless trade-off, 10.5 million euros).

Page 99 of 177 29. INVENTORIES

BREAKDOWN OF INVENTORIES in million € 31 Dec. 2016 31 Dec. 2015 Finished goods and merchandise 3,215.5 3,118.6 Prepayments 193.4 191.3 Work in progress 107.6 113.6

Raw materials, consumables and supplies 59.4 51.6

Total 3,575.9 3,475.1

Inventories increased in 2016 primarily due to an increase in finished goods and merchandise. The increase was due primarily to the acquisition of the Supermärkte Nord companies (see note 4 "Acquisitions").

In addition, raw materials, consumables and supplies also contributed to the increase in inventories. This concerned in particular the International Full-Range Stores business segment and resulted primarily from price increases and higher storage levels to prevent supply shortages caused by lost harvests in Southern Europe.

Allowances for slow-moving merchandise and for individual risks amounted to 247.1 million euros as at the balance sheet date (previous year: 259.9 million euros). Reversals of impairment losses on inventories amounted to 2.3 million euros in the financial year (previous year: 0.4 million euros); they were recognised as a reduction in material expenses.

As in the previous year no inventories were pledged as collateral for financial liabilities during the financial year.

30. CURRENT AND DEFERRED TAXES For information on current and deferred taxes, see note 19 "Taxes on Income".

31. CASH AND CASH EQUIVALENTS

BREAKDOWN OF CASH AND CASH EQUIVALENTS in million € 31 Dec. 2016 31 Dec. 2015 Cash-in-hand and store money 373.4 416.3 Bank balances 241.7 219.6

Cheques received 0.7 0.1 Total 615.8 636.0 Bank overdrafts -42.0 -36.2

Funds according to cash flow statement 573.8 599.8

The cash-in-hand and store money essentially presented cash-in-hand at stores and funds in transit at cash transportation companies. The reduction of cash-in-hand esentially results from the conversion of EC-payments to the SEPA-method. The corresponding receivables from cashless payments now have been reported within trade receivables from third parties (see note 27 “Trade Receivables”).

The bank balances include both current account balances and demand and time deposits.

Page 100 of 177 The cash and cash equivalents, less the overdraft facilities presented under liabilities to banks, shown here comprise the cash funds within the meaning of the cash flow statement. The change in cash funds is presented in the cash flow statement (see note 38 "Cash Flow Statement").

32. EQUITY The changes in equity are presented in the statement of changes in equity. The co-operative shares in RZF are shown as debt capital under financial liabilities. The changes in this item between reporting dates are explained in note 35 "Other Financial Liabilities".

Subscribed Capital As in the previous year, the subscribed capital of RZAG is divided into 1,512,000 registered no-par-value shares with restricted transferability; it amounted to 38.7 million euros as at the balance sheet date. The subscribed capital is fully paid up. Each share carries one vote.

Capital Reserves The capital reserves relate to the premiums from the capital increases RZAG implemented in 1987 and 1990.

Retained Earnings Retained earnings include the legal reserves, other revenue reserves, the unappropriated profit, the reserve for pension obligations and the reserves from adjustment entries made for the transition from local GAAP to IFRS accounting. A total of 535.0 million euros (previous year: 455.1 million euros) of retained earnings is attributable to the legal reserve of RZF and 38.7 million euros (previous year: 38.7 million euros) to the legal reserve of RZAG. These amounts are not eligible for distribution as dividends.

The change in retained earnings is due primarily to the net income generated in the financial year amounting to 456.5 million euros (previous year: 378.5 million euros), which is attributable to the shareholders of the parent companies, the result of -47.6 million euros from the remeasurement of defined benefit pension commitments including the corresponding deferred taxes (previous year: loss of 25.3 million euros) and a dividend distribution of 4.7 million euros (previous year: 4.7 million euros). Further effects resulted from the changes in the scope of consolidation amounting to 2.3 million euros (previous year: 0.0 million euros). Furthermore, the change in retained earnings was due, among other reasons, to acquisitions of non-controlling interests (-19.9 million euros; previous year: -1.7 million euros) and acquisitions of non-controlling interests due to rights of tender issued (12.5 million euros; previous year: 4.6 million euros).

Other Reserves The statement of comprehensive income shows how changes in these reserves impact on profit or loss.

The reserve for cash flow hedges includes the measurement gains or losses on cash flow hedges taken directly to equity, which are discussed in note 41.

The reserve for available-for-sale financial assets includes measurement gains or losses, taken directly to equity, on non-derivative financial assets classified as available for sale.

Page 101 of 177 The revaluation reserve results from after-tax remeasurement gains or losses, taken directly to equity, on shares held before control was obtained in companies acquired in stages. If such companies are sold, the revaluation reserve is reclassified directly to retained earnings; otherwise it is transferred to retained earnings on a pro rata basis.

The reserve for currency translation differences is the result of translating other currencies into euros (see note 6 "Currency Translation").

The reserve for income components of equity-accounted companies recognised directly in equity contains the accumulated other comprehensive income of associates and joint ventures.

The deferred tax reserve includes the accumulated deferred taxes recognised in equity on the items recognised in other reserves, as explained above.

Treasury Shares Treasury shares relate to shares in RZAG that are directly or indirectly held by RZF companies.

Non-Controlling Interests Non-controlling interests comprise third-party interests in the equity of consolidated subsidiaries. They amounted to 26.3 million euros as at 31 December 2016 (previous year: 41.2 million euros). The changes in non- controlling interests between reporting dates are detailed in the statement of changes in equity.

Appropriation of Profits The Management Board and the Supervisory Board of RZAG will propose to the Annual General Meeting on 26 June 2017 to use the unappropriated commercial law profit of RZAG totalling 28.9 million euros (previous year: 14.5 million euros) to pay dividends of 6.0 million euros (previous year: 5.8 million euros), corresponding to 4.00 euros per share (previous year: 3.84 euros per share), and to allocate 22.9 million euros (previous year: 8.7 million euros) to retained earnings.

After the payment of interest on the co-operative shares and the statutory allocation of 28.2 million euros (previous year: 22.1 million euros) to legal reserves, the Management Board and the Supervisory Board of RZF will propose to the general meeting on 26 June 2017 to allocate, from the unappropriated commercial law profit for financial year 2016 totalling 159.8 million euros (previous year: 125.4 million euros), an amount of 65.8 million euros (previous year: 51.7 million euros) to legal reserves and an amount of 94.0 million euros (previous year: 73.7 million euros) to other revenue reserves.

Page 102 of 177 33. EMPLOYEE BENEFITS

BREAKDOWN OF EMPLOYEE BENEFITS Remaining term Remaining term 31 Dec. 2016 31 Dec. 2015 in million € Up to More than Up to More than Total Total 1 year 1 year 1 year 1 year Pensions 76.1 472.0 548.1 90.0 395.1 485.1 Special annual bonuses 217.4 13.9 231.3 210.5 12.2 222.7 Severance pay and TFR 1.6 229.0 230.6 1.2 212.6 213.8 Service anniversary bonuses 9.8 139.1 148.9 9.4 122.4 131.8

Holiday provisions 117.6 0.0 117.6 100.1 0.0 100.1 Liabilities from employee benefits 107.0 0.2 107.2 101.2 0.0 101.2 Employee termination benefits 31.0 0.6 31.6 33.1 0.8 33.9 Overtime and performance bonuses 22.9 0.0 22.9 21.2 0.0 21.2

Partial and early retirement 6.7 11.5 18.2 4.8 9.1 13.9 Retirement allowances 0.8 5.9 6.7 0.7 5.3 6.0 Survivors' benefits 0.0 6.5 6.5 0.1 5.9 6.0 Holiday/Christmas bonuses 4.1 0.0 4.1 3.9 0.0 3.9 Other 30.6 0.5 31.1 42.0 1.1 43.1

Total 625.6 879.2 1,504.8 618.2 764.5 1,382.7

Disclosures of Defined Benefit Pension Plans Depending on the respective national law, different retirement benefit systems are available to the employees of the consolidated companies. These pension plans can be defined contribution or defined benefit plans. Signi- ficant defined benefit pension plans are currently in place for consolidated companies in Germany, Switzerland, the United Kingdom, Austria and Italy. a) Description of Defined Benefit Pension Plans The defined benefit obligations consist of pensions and similar obligations, such as end-of-service and Tratta- mento di Fine Rapporto (TFR) benefits, survivor benefits and retirement allowances.

BREAKDOWN OF PRESENT VALUE OF DEFINED BENEFIT OBLIGATIONS BY COUNTRY 2016 2015 in million € Pensions Similar obligations Pensions Similar obligations Germany 625.1 13.2 448.9 12.0

Switzerland 269.3 0.0 285.5 0.0 United Kingdom 36.8 0.0 35.8 0.0

Austria 2.4 223.0 2.3 206.3 Italy 0.0 7.1 0.0 7.2

Other 1.1 0.5 0.9 0.3 Present value of defined-benefit obligation 934.7 243.8 773.4 225.8 as at 31 December

The material pension plans break down into growing and fixed (closed) commitments as follows.

Page 103 of 177 Germany The major part of the obligations results from two different types of pension commitment: firstly there is an active defined contribution commitment, whose volume is set to increase further in the future, and secondly there is a pension commitment that was closed in 2008. Both commitments are subject to guaranteed interest rates. For the consolidated companies, this entails the risk of not generating the guaranteed interest rate of the pension commitment in the long term. The old pension commitment was financed exclusively on the basis of deferred compensation. To reduce the longevity risk, a lump-sum option was introduced for this commitment. The new pension commitment is no longer financed exclusively, but still predominantly by deferred compensation as well as by employer contributions. Risk is minimised by arranging it as a defined contribution commitment. The longevity risk is reduced by granting generous lump-sum options at the start of pension payments. In addition, the inflation risk for this pension commitment is minimised by specifying the pension adjustments in advance. For the pension commitment, there are secured trust assets, which are allocated to individual commitments and the pension commitment described here. Since the trust assets are plan assets, these are netted against the corresponding obligations.

The other pension commitments made by consolidated German companies are exposed to inflation risk because, pursuant to section 16 of the Company Pensions Act (Gesetz zur Verbesserung der betrieblichen Alters- versorgung, "BetrAVG"), pension adjustments must be made in line with the consumer price index.

In addition, a large portion of the defined benefit obligations results from an overall benefit commitment fixed back in 1992 and a pension commitment closed in 1997. Since most of the beneficiaries already receive retirement benefits, these defined benefit commitments only represent a small risk for the consolidated companies.

In the Travel and Tourism business segment, there are moreover commitments that depend on salary and length of service. Most of them are pension commitments, but some are overall benefit commitments. Here the number of active beneficiaries means the consolidated companies are exposed to the risk of a dispropor- tionate increase in the obligation due to salary increases. Since the payment of the commitments is planned exclusively in the form of pensions, there is also a longevity risk.

In addition, there are pension commitments based on length of service in Travel and Tourism; these commitments were closed to new joiners in 2004. Since payments are planned in the form of pensions, they are also exposed to a longevity risk. Plan assets are available to secure these pension commitments. The plan assets available to Travel and Tourism in Germany are composed of approximately two-thirds real estate and one- third cash and cash equivalents.

Furthermore, a large portion of the defined benefit obligations of the consolidated companies consists of a direct pension commitment assumed as the result of a business acquisition; it relates primarily to the National Discount Stores business segment and is, at a low level, dependent on length of service. The commitment was financed by a once-off payment by the seller as at the transfer date and thereafter by employer contributions from the consolidated companies. To mitigate the financing risk from salary adjustments, it has been agreed to fix the commitment as at a specified date in the past by entering into individual agreements with a large number of employees.

In addition, there are defined benefit obligations with different pension commitments from other company acquisitions. In most cases, they are financed by the employer and employees making equal contributions.

Page 104 of 177 A majority of the commitments are funded by a support fund with back-to-back reinsurance. The assets transferred to the support funds represent plan assets.

Finally, there are pension-related benefit commitments in the form of retirement allowances and survivor benefits. The levels of these once-off payments depend on the length of service of the employees concerned.

Switzerland Retirement provisions, survivor benefits and loss of earnings provisions in Switzerland are based on a three- pillar system, which is financed in different ways. In accordance with the Swiss Occupational Pensions Act (Gesetz über die berufliche Vorsorge, "BVG"), the second pillar ensures disability benefits or survivor benefits (in case of the insured person's death) for all employed persons of legal age with an annual income of at least 21,060 Swiss francs. From the age of 25, there is also an obligatory retirement pension component. This retirement provision is financed by the employer and the employee on a funded basis as a percentage of the income insured. The Act prescribes minimum benefits. At the consolidated Swiss companies, occupational benefit provisions are arranged through the BonAssistus pension fund, PAX BVG, the PAX Foundation, Swiss Life BVG and the IGP Foundation. This plan is run jointly by several employers. The above pension funds and foundations may amend their financing system (contributions and benefits) at any time. If there is a shortfall, recovery contributions may be levied on the employer. The plan assets deposited with the pension fund and the collective foundations cover most of the obligations arising from the benefit obligations that exist under the BVG. The assets the consolidated companies have contributed to the pension fund and the foundations is determined in the same way as for a partial liquidation incorporating value fluctuation reserves: by allocating the individual provisions to the beneficiaries and then assigning the assets of all insured persons in active service to the respective companies in proportion to their retirement assets, while the assets of retired employees are allocated to them directly. The pension funds and foundations have taken out reinsurance to ensure they can meet the legal benefit obligations.

United Kingdom There is an employer's pension commitment in the Travel and Tourism business segment that has been closed for new hires since 2002, but which continues to accumulate for the existing beneficiaries. The commitment is based on salary and length of service and is currently covered by plan assets. Upon retirement, up to 25.0 per cent of the pension entitlement may be paid out as a one-off payment. However, there is a longevity risk due to the foreseen lifetime pension payments of at least 75.0 per cent.

In the United Kingdom the plan assets in the trusts are remeasured at least every three years. As part of this remeasurement, the trustees of the corresponding trusts use mostly very conservative parameters and determine from them any existing financing surplus or shortfall and thus the future payments by the employer.

Austria In Austria, labour law requires all employment contracts that were entered into by 31 December 2002 and lasted for an uninterrupted period of at least three years to be included in a defined benefit plan (old end-of- service benefit model), which provides for a once-off payment if an employee's contract is terminated (except in cases of voluntary resignation) or upon retirement at the latest. The amount of the once-off payment depends on the employee's average monthly remuneration and length of service and varies between two and

Page 105 of 177 twelve times the monthly remuneration. The payment arrangements range from immediate payment to payment in half-monthly instalments.

The above model was amended with effect from 1 January 2003 and every employer is now obliged to contribute 1.5 per cent of the employee's monthly remuneration to a statutory end-of-service benefit fund. The new end-of-service benefit model therefore takes the form of a defined contribution benefit model.

Italy Similar to Austria, employees in Italy have a right to a severance payment if the employment contract is terminated. This payment if referred to as "Trattamento di Fine Rapporto" (TFR). This is an additional pension entitlement granted under public law. The entitlement is comparable to deferred compensation and is based on the level of income and the number of years in service.

Before the TFR was reformed in 2005, it was a defined benefit plan. With effect from 1 January 2007, all existing plans were closed and transferred to a defined contribution benefit system. The amendment applied to both new joiners and to future years of service of beneficiaries in active service. The defined benefit obligation of consolidated Italian companies therefore reflects the extent of the obligation for beneficiaries' years in active service up to 2007.

Since the benefit models in Switzerland, Austria and Italy are statutory benefit systems, there are no company- specific risks. b) Significant Actuarial Assumptions The defined benefit obligations reported in the balance sheet are based on expert actuarial opinions.

COUNTRY-SPECIFIC PARAMETERS FOR MEASURING SIGNIFICANT DEFINED BENEFIT OBLIGATIONS 2016 2015 Significant Expected Rate of Expected Rate of Measurement Discount Discount future salary pension Duration future salary pension Duration parameters rate rate increases increases increases increases Germany 1.5% 2.8% 1.9% 15 years 2.5% 2.8% 1.9% 16 years Switzerland 0.7% 1.2% - 14 years 0.7% 1.2% - 16 years United Kingdom 2.7% 3.6% 3.6% 21 years 3.9% 3.4% 3.4% 21 years Austria 1.0% 2.8% - 9 years 2.0% 2.8% - 10 years

Italy 0.8% - - 7 years 2.0% - - 9 years

The calculations of the German commitments are based on basic biometric values (probabilities of death and disability) contained in the 2005 G mortality tables of Prof. Klaus Heubeck. The death and disability probabilities contained in "Technische Grundlagen BVG 2015" were used for Switzerland, the AVÖ 2008 P tables of Pagler & Pagler were used for Austria, and the Tavole IPS55 and Tavole INPS 2000 were used for Italy.

Page 106 of 177 c) Changes in the Net Defined Benefit Obligation and the Reimbursement Rights Against Trust Associations

CALCULATION OF NET OBLIGATION RECOGNISED IN THE BALANCE SHEET 2016 2015 in million € Pensions Similar obligations Pensions Similar obligations Present value of unfunded obligations 385.0 243.8 361.6 225.8 Present value of obligations funded in whole or in part 549.7 0.0 411.8 0.0 Present value of defined benefit obligations 934.7 243.8 773.4 225.8 Fair value of plan assets 386.9 0.0 288.9 0.0 Net liability from defined-benefit pension plans 547.8 243.8 484.5 225.8 as at 31 December of which: reported as provision for pensions and 548.1 243.8 485.1 225.8 similar obligations of which: reported as other assets 0.3 0.0 0.6 0.0

The net liability from pensions and similar obligations reported under provisions includes obligations for end- of-service and TFR benefits of 230.6 million euros (previous year: 213.8 million euros), obligations for retirement allowances of 6.7 million euros (previous year: 6.0 million euros) and obligations for survivor benefits of 6.5 million euros (previous year: 6.0 million euros).

Other assets resulted from surpluses of defined benefit plans of Novair AS, Oslo, Norway.

CHANGE IN THE PRESENT VALUE OF DEFINED BENEFIT OBLIGATION IN THE FINANCIAL YEAR 2016 2015 in million € Pensions Similar obligations Pensions Similar obligations

Present value of defined-benefit obligation 773.4 225.8 632.4 243.0 as at 1 January Current service cost 16.6 12.2 14.0 11.8 Interest cost 14.3 4.4 12.1 2.9 Effects from remeasurements 67.9 11.5 -19.6 -13.9 of which: effects from change to demographic -2.3 0.2 -1.4 0.2 assumptions of which: effects from change to financial assumptions 75.7 18.4 -21.2 -13.7 of which: effects from experience adjustments -5.5 -7.1 3.0 -0.4 Past service cost -8.2 0.0 -38.1 0.0 of which: from plan settlements 0.0 0.0 -39.0 0.0 Effects from exchange rate changes -3.4 0.0 16.4 0.0 Contributions to pension plan 20.1 0.0 10.7 0.0 of which: employer contributions 4.1 0.0 0.0 0.0 of which: plan participant contributions 16.0 0.0 10.7 0.0 Benefits paid -32.4 -10.1 -28.9 -18.0 of which: benefits paid in the context -0.3 0.0 -0.2 0.0 of plan settlements Effects from business combinations and disposals 86.4 0.0 174.4 0.0 Present value of defined-benefit obligation 934.7 243.8 773.4 225.8 as at 31 December

Page 107 of 177 The impacts from business combinations in the financial year relate essentially to the acquisition of Super- märkte Nord Vertriebs GmbH & Co. KG, Kiel (see note 4 "Acquisitions").

CHANGE IN FAIR VALUE OF PLAN ASSETS IN THE FINANCIAL YEAR in million € 2016 2015

Fair value of plan assets as at 1 January 288.9 179.9 Interest income 3.7 3.2

Effects from remeasurements 12.2 4.3 Effects from plan settlements 0.0 -31.7 Effects from exchange rate changes -3.6 14.5 Contributions to pension plan 22.3 4.1 of which: employer contributions 18.8 2.8 of which: plan participant contributions 3.5 1.3 Benefits paid -19.8 -16.6 of which: benefits paid from plan assets -19.7 -16.5 of which: benefits paid in the context of plan settlements -0.1 -0.1 Effects from business combinations and disposals 51.1 131.2 Effects from asset transfers 32.1 0.0

Fair value of plan assets as at 31 December 386.9 288.9

Plan assets consist primarily in connection with pension obligations in Germany, Switzerland and the United Kingdom. The increase in plan assets resulted primarily from the acquisition of Supermärkte Nord Vertriebs GmbH & Co. KG, Kiel, and the refinancing of assets managed in trust to secure and finance pension obligations of domestic group companies. During the financial year, the assets were transferred from REWE-Zentralfinanz eG Pension Trust e.V., Cologne, and REWE-Zentral AG Pension Trust e.V., Cologne, to Allianz Treuhand GmbH, Stuttgart and increased there.

COMPOSITION OF PLAN ASSETS OF THE CONSOLIDATED COMPANIES in million € 2016 2015 Cash and cash equivalents 12.4 18.4 of which: quoted market price on an active market 12.4 12.3 Equity instruments 51.2 101.2 of which: quoted market price on an active market 51.2 98.1 Debt instruments 47.1 76.0 of which: quoted market price on an active market 47.0 76.0

Real estate 43.3 51.7 of which: quoted market price on an active market 11.6 20.6 of which: owner-occupied 1.4 1.6 Securities funds 44.3 0.0 of which: quoted market price on an active market 44.3 0.0 Reinsurance policies 175.4 22.3

Other 13.2 19.3 of which: quoted market price on an active market 8.5 6.2

Fair value of plan assets as at 31 December 386.9 288.9

Page 108 of 177 CHANGE IN REIMBURSEMENT RIGHTS FROM THE TRUST ASSETS OF THE CONSOLIDATED COMPANIES USED TO SECURE THE PENSION OBLIGATIONS IN THE COURSE OF THE FINANCIAL YEAR in million € 2016 2015

Fair value of reimbursement rights as at 1 January 32.1 25.1 Interest income 1.0 0.6 Effects from remeasurements -1.0 -0.6

Contributions to pension plan 0.0 7.0 of which: employer contributions 0.0 7.0 Effects from asset transfers -32.1 0.0 of which: effects of asset transfers -32.1 0.0

Fair value of reimbursement rights as at 31 December 0.0 32.1

In the previous year, the reimbursement rights existed against REWE-Zentralfinanz eG Pension Trust e.V., Cologne, and REWE-Zentral AG Pension Trust e.V., Cologne. They had assumed responsibility for the trust management of the assets used to finance pension obligations. The assets transferred to Allianz Treuhand GmbH, Stuttgart, during the financial year are now directly netted against the corresponding pension obligations as plan assets and are no longer reported separately under other assets. d) Effects of Defined Benefit Plans Recognised Directly in Equity and Effects Recognised in the Income Statement

EFFECTS FROM THE REMEASUREMENT OF THE NET OBLIGATION FROM DEFINED BENEFIT OBLIGA- TIONS AND REIMBURSEMENT RIGHTS AGAINST TRUST ASSOCIATIONS ON RETAINED EARNINGS. 2016 2015 in million € Pensions Similar obligations Pensions Similar obligations Remeasurement of present value -67.9 -11.5 19.6 13.9 of defined-benefit obligations Remeasurement of plan assets 12.2 0.0 4.3 0.0 Remeasurement of reimbursement rights -1.0 0.0 -0.6 0.0

Total -56.7 -11.5 23.3 13.9

COMPOSITION OF EXPENSES FROM DEFINED BENEFIT PLANS 2016 2015 in million € Pensions Similar obligations Pensions Similar obligations Current service cost 16.6 12.2 14.0 11.8 Past service cost and effects from plan settlements -8.2 0.0 -6.4 0.0

Net interest cost 9.6 4.4 8.3 2.9

Pension expense 18.0 16.6 15.9 14.7

The past service cost and the effects from plan settlements are recognised under personnel expenses, while the net interest cost is reported under the financial result.

Page 109 of 177 e) Effects of Significant Actuarial Assumptions on the Present Value of the Defined Benefit Obligation The tables below show the effects of an isolated change to the significant actuarial parameters on the present value of the defined benefit obligations for pensions and similar obligations. In each of these scenarios, a change of 0.5 percentage points is assumed in the discount rate, in expected future wage and salary increases and in expected future pension increases. In addition, a change in the life expectancy of all beneficiaries, regardless of age, is simulated by shifting the review date by one year.

EFFECTS OF SIGNIFICANT ACTUARIAL ASSUMPTIONS ON PENSIONS 2016 2015 in million € Increase Decrease Increase Decrease

Increase/decrease in discount rate by 0.5 percentage points Present value of defined-benefit obligation as at 31 December 874.8 1,003.3 720.3 832.7 Increase/decrease in rate of expected future salary increases by 0.5 percentage points Present value of defined-benefit obligation as at 31 December 937.2 931.6 776.8 769.0 Increase/decrease in rate of pension increases by 0.5 percentage points Present value of defined-benefit obligation as at 31 December 976.0 910.4 812.0 759.6 Increase/decrease in life expectancy by 1 year Present value of defined-benefit obligation as at 31 December 962.6 907.6 797.8 747.7

EFFECTS OF SIGNIFICANT ACTUARIAL ASSUMPTIONS ON SIMILAR OBLIGATIONS 2016 2015 in million € Increase Decrease Increase Decrease

Increase/decrease in discount rate by 0.5 percentage points Present value of defined-benefit obligation as at 31 December 234.2 254.1 217.4 234.7 Increase/decrease in rate of expected future salary increases by 0.5 percentage points Present value of defined-benefit obligation as at 31 December 253.6 234.5 234.4 217.6 Increase/decrease in rate of pension increases by 0.5 percentage points Present value of defined-benefit obligation as at 31 December 243.8 243.8 225.7 225.7 Increase/decrease in life expectancy by 1 year Present value of defined-benefit obligation as at 31 December 243.8 243.8 225.7 225.7

In the same way as for the calculation of the present value of the defined benefit obligation in the balance sheet, the projected unit credit method is also used to determine the changes in the defined benefit obligation in relation to the above measurement parameters.

The expected payments under the defined benefit plans for the following financial year are 36.1 million euros (previous year: 38.6 million euros) for pensions and 16.7 million euros (previous year: 12.5 million euros) for similar obligations.

Disclosures of Other Employee Benefits The consolidated companies have committed themselves to paying service anniversary bonuses on the basis of a works agreement. The liability of 148.9 million euros (previous year: 131.8 million euros) corresponds to the

Page 110 of 177 full amount of the obligation; it was determined in Germany in accordance with financial engineering principles, assuming a discount rate appropriate to the maturity of 0.5 per cent (previous year: 1.4 per cent), based on the 2005 G mortality tables of Prof. Dr. Klaus Heubeck. The increase in service anniversary bonuses is primarily due to the increase in the amounts granted as a result of including the financial year just concluded and the decline in the discount rate.

Liabilities from employee benefits include 56.9 million euros (previous year: 52.7 million euros) in liabilities to statutory social insurance funds. In addition, this item primarily comprises liabilities from wages and salaries still to be settled as well as liabilities from merchandise vouchers to employees.

The provisions for partial retirement obligations amounting to 18.2 million euros (previous year: 13.9 million euros) are based on actuarial reports of Hamburger Pensionsverwaltung e.G., Hamburg. They were measured on the basis of the 2005 G mortality tables of Prof. Dr. Klaus Heubeck, assuming a discount rate appropriate to the maturity of 0.0 per cent (previous year: 0.4 per cent). Despite the general expiry of the partial retirement models, the amount reported for provisions increased. This was due to the reduced accounting interest rate as well as to the fact that individual new partial retirement agreements were signed during the financial year.

Other employee benefits include, as in the previous year, provisions for redundancy plan costs and continued remuneration in the context of restructuring.

34. OTHER PROVISIONS

DEVELOPMENT OF OTHER PROVISIONS Changes Reclassifications As at Re- Com- Currency As at in scope Utili- Rever- Addi- as liabilities from in million € 1 Jan. classifi- poun- diffe- 31 Dec. of consoli- sations sals tions disposal groups and 2016 cations ding rences 2016 dation reclassifications Expected losses from 613.7 -2.0 98.5 0.0 -55.3 109.9 0.0 1.2 -1.2 764.8 onerous contracts Compensation to 142.2 0.0 -2.9 -132.1 -4.3 156.8 0.0 0.0 0.0 159.7 customers Expected losses from 153.4 2.0 5.0 -21.1 -31.7 33.7 0.5 0.0 0.0 141.8 lease obligations

Restoration costs 40.4 0.0 2.0 -0.7 -2.0 3.8 0.1 -0.3 0.0 43.3 Court, litigation, legal 37.4 0.0 0.0 -2.6 -7.4 11.6 0.0 0.0 -0.4 38.6 consulting costs Other taxes 37.1 0.1 0.0 -19.3 -7.7 21.7 0.0 4.0 0.0 35.9

Interest on taxes 58.7 -0.1 0.0 -34.9 -6.1 12.2 0.0 0.0 0.0 29.8 Other expected losses 28.3 0.0 2.4 -7.6 -13.8 19.3 0.0 0.0 -0.2 28.4

Expected losses from 14.3 0.0 0.0 0.0 -8.8 8.8 0.0 0.0 0.0 14.3 equity accounting

Provisions for guarantees 7.6 0.0 0.0 -4.5 -0.2 6.0 0.0 0.0 0.0 8.9 and courtesy services Rental risks 6.4 0.0 0.0 -1.9 -1.4 3.2 0.0 0.0 0.0 6.3

Miscellaneous other 210.5 -0.5 3.4 -62.9 -42.8 124.1 0.0 -1.8 -0.5 229.5 provisions

Total 1,350.0 -0.5 108.4 -287.6 -181.5 511.1 0.6 3.1 -2.3 1,501.3

Page 111 of 177 A provision for location-specific onerous contracts was recognised in the amount of the current contractual obligation. In this context, contracts are classified as onerous contracts if the unavoidable costs of meeting the obligations under the contract exceed the expected economic benefits. In 2016, provisions for onerous contracts in Germany were discounted at an interest rate of 0.00 per cent (previous year: 0.05 per cent). Country- specific interest rates were used abroad. If the interest rate had remained unchanged compared with the previous year, provisions would have been 2.4 million euros lower (previous year: 5.4 million euros) (interest rate sensitivity). The increase in provisions essentially related to a newly acquired Supermärkte Nord company and the National Discount Stores and toom Baumarkt DIY stores business units. The increases at National Discount Stores and toom Baumarkt DIY stores resulted primarily from the reduced earnings outlooks due to the difficult market environment in these business segments.

Provisions for expected losses from lease obligations relate to lease deficits that arise because leased properties could not be subleased or could only be subleased at rates that do not cover costs.

Provisions for compensation to customers include compensation agreements not yet settled as at the balance sheet date.

BREAKDOWN OF EXPECTED MATURITIES OF OTHER PROVISIONS 31 Dec. 2016 31 Dec. 2015 in million € Between After Between After Up to Up to Expected maturity 1 and 5 more than Total 1 and 5 more than Total 1 year 1 year years 5 years years 5 years Expected losses from onerous contracts 131.2 419.2 214.4 764.8 105.1 359.1 149.5 613.7 Compensation to customers 159.7 0.0 0.0 159.7 142.2 0.0 0.0 142.2 Expected losses from lease obligations 35.5 53.6 52.7 141.8 40.8 55.6 57.0 153.4 Restoration costs 6.6 10.6 26.1 43.3 7.2 9.1 24.1 40.4 Court, litigation, legal consulting costs 36.5 2.1 0.0 38.6 31.7 5.7 0.0 37.4 Other taxes 35.9 0.0 0.0 35.9 37.1 0.0 0.0 37.1 Interest on taxes 29.8 0.0 0.0 29.8 57.8 0.9 0.0 58.7 Other expected losses 26.5 1.7 0.2 28.4 26.4 1.9 0.0 28.3 Expected losses from equity accounting 14.3 0.0 0.0 14.3 14.3 0.0 0.0 14.3 Provisions for guarantees and courtesy 8.0 0.9 0.0 8.9 6.9 0.7 0.0 7.6 services

Rental risks 6.3 0.0 0.0 6.3 6.4 0.0 0.0 6.4 Miscellaneous other provisions 207.9 10.9 10.7 229.5 187.8 12.2 10.5 210.5

Total 698.2 499.0 304.1 1,501.3 663.7 445.2 241.1 1,350.0

Page 112 of 177 35. OTHER FINANCIAL LIABILITIES

BREAKDOWN OF OTHER FINANCIAL LIABILITIES Remaining term Remaining term 31 Dec. 2016 31 Dec. 2015 in million € Up to More than Up to More than Total Total 1 year 1 year 1 year 1 year Liabilities from finance leases 34.0 483.8 517.8 21.5 221.9 243.4 Liabilities to banks 251.9 234.1 486.0 126.4 599.9 726.3 Liabilities from other loans 40.3 175.8 216.1 44.0 195.0 239.0 Loans from associates 20.1 0.0 20.1 20.1 0.0 20.1

Liabilities to associates from intercompany 11.0 0.0 11.0 8.3 0.0 8.3 transactions Loans from affiliated companies 5.6 0.0 5.6 16.4 0.0 16.4 Interest rate swaps 0.0 2.5 2.5 0.0 3.2 3.2

Other liabilities from financial transactions 9.1 0.4 9.5 3.2 16.0 19.2 Financial liabilities 372.0 896.6 1,268.6 239.9 1,036.0 1,275.9 Accounts receivable with a credit balance 36.5 0.0 36.5 27.6 0.0 27.6 Non-controlling interest in the net assets of 0.0 17.8 17.8 0.0 16.4 16.4 companies Liabilities from derivative financial instruments 14.8 0.0 14.8 27.8 0.0 27.8

Total 423.3 914.4 1,337.7 295.3 1,052.4 1,347.7

Please see note 24 "Leases" for notes on the development of liabilities from finance leases.

Of the reported liabilities to banks, 297.3 million euros (previous year: 363.2 million euros) are secured by land charges.

INTEREST RATE STRUCTURE OF FIXED-INTEREST LIABILITIES TO BANKS Weighted interest Volume Interest Interest rate Financing Currency rate as a % of original as at balance terms lock-in borrowing sheet date Up to 1 year 1.92 0.6 Liabilities to banks Fixed-interest million € 1 to 5 years 3.26 170.0 (excluding current account) More than 5 years 2.00 124.3 Total 294.9

The interest rate lock-in of short and medium-term financial liabilities to banks and the interest rate adjustment dates of all fixed-interest financial liabilities to banks correspond to the interest lock-in periods shown. Interest rate adjustment dates for variable interest rates occur within one year.

Through RIF, the group companies have access to a syndicated loan of 1.50 billion euros (previous year: 1.75 billion euros) with a term ending on 18 September 2020. The interest rate is based on EURIBOR. As in the previous year, the line of credit had not been drawn down as at 31 December 2016.

In addition, there are four bilateral lines of credit totalling 350.0 million euros with different terms, for which the interest rates are based on EURIBOR and EONIA. 175.0 million euros of the lines of credit were drawn down by the balance sheet date.

Page 113 of 177 In addition, one additional promissory note loan totalling 175.0 million euros (previous year: 475.0 million euros) is available to the group companies through RIF for capital expenditures. This was reported in the full amount under non-current liabilities from other loans. In the financial year, promissory note loans of 300.0 million euros were repaid. Due to the fact that different lenders had granted the loans, an amount of 281.0 million euros was reported under non-current liabilities to banks in the previous year and 19.0 million euros under non-current liabilities from other loans. This was offset in the financial year by the increasing utilisation of short-term lines of credit.

Liabilities to banks essentially comprise non-current loans to finance real estate and lines of credit utilised at short notice.

The loans from associates relate primarily to current loan liabilities to REWE partner companies.

Loans from affiliated companies include short-term loan liabilities to affiliated companies, which are not fully consolidated due to materiality. The decrease resulted primarily from one company in liquidation and the settlement during the financial year of the loan liability associated with the liquidation.

Other non-current liabilities from financial transactions recognised in the previous year amounting to 16.0 million euros related to any compensation obligations to a minority shareholders, who was granted temporary conditio- nal rights of tender by the groups for acquiring controlling interests. During the financial year, the minority shareholders exercised one of the two tranches. The second tranche was derecognised through equity due to the expiration of the option. In contrast, a short-term obligation amounting to 3.5 million euros for a binding commitment to acquire minority interests was recognised under this item directly in equity during the financial year.

The liabilities from derivative financial instruments essentially concern currency derivatives. Further explanations of changes in derivative financial instruments can be found in note 41 "Financial Instruments Disclosures".

Non-controlling interests in the net assets of companies relate to shares in consolidated companies that guarantee the holder the right to return them to the issuer for cash or cash equivalents or other financial assets. They include shares in partnerships and the co-operative shares in RZF. As in the previous year, the total of 482 co-operative shares were held by 16 members as at the balance sheet date. The par value of each co-operative share is 800.00 euros. As in the previous year, the total uncalled liability of all members totalled 0.4 million euros as at 31 December 2016.

All financial liabilities, with the exception of liabilities from derivative financial instruments and liabilities from finance leases (see note 24 "Leases") are recognised at the amount repayable.

Page 114 of 177 36. TRADE PAYABLES

BREAKDOWN OF TRADE PAYABLES Remaining term Remaining term 31 Dec. 2016 31 Dec. 2015 in million € Up to More than Up to More than Total Total 1 year 1 year 1 year 1 year Trade payables to third parties 5,823.6 5.1 5,828.7 5,607.4 4.5 5,611.9 Trade payables to associates 1.6 0.0 1.6 3.3 0.0 3.3 Trade payables to joint ventures 0.2 0.0 0.2 5.8 0.0 5.8 Total 5,825.4 5.1 5,830.5 5,616.5 4.5 5,621.0

The 216.8 million euro increase in trade payables to third parties resulted primarily from the increase in ordinary activities.

37. OTHER LIABILITIES

BREAKDOWN OF OTHER LIABILITIES Remaining term Remaining term 31 Dec. 2016 31 Dec. 2015 in million € Up to More than Up to More than Total Total 1 year 1 year 1 year 1 year Prepayments received on account of orders 497.6 0.0 497.6 490.0 0.0 490.0 Liabilities from other taxes 201.5 0.0 201.5 232.0 0.0 232.0 Liabilities from advance travel services 187.9 0.0 187.9 222.3 0.0 222.3 Provisions with the nature of a liability 134.2 0.0 134.2 125.4 0.0 125.4 Onerous contracts 6.4 80.1 86.5 11.4 27.8 39.2 Liabilities from merchandise/gift vouchers 83.3 0.0 83.3 76.0 0.0 76.0 Liabilities from customer loyalty programmes 72.3 0.8 73.1 59.6 0.4 60.0 Occupancy costs 63.7 0.0 63.7 70.7 0.0 70.7 Mutual indemnity society 39.5 0.0 39.5 34.6 0.0 34.6 Deferred income 20.6 12.7 33.3 14.4 19.6 34.0 Liabilities from prepayments 8.0 0.0 8.0 9.0 0.0 9.0 and security deposits Liabilities to cities and municipalities 3.5 0.0 3.5 6.2 0.0 6.2 (excluding taxes) Miscellaneous 148.8 5.3 154.1 132.3 3.6 135.9 Total 1,467.3 98.9 1,566.2 1,483.9 51.4 1,535.3

Prepayments received on account of orders are primarily recorded in the Travel and Tourism business segment. They comprise deferred performance by tour operators for travel to be completed after the balance sheet date.

Liabilities from other taxes relate primarily to value-added tax as well as payroll and church tax.

Liabilities from advance travel services relate primarily to outstanding invoices for third-party services that the tour operators use for their own travel products and that had not been billed by the service providers as at the balance sheet date.

The various provisions with the nature of a liability were recognised for, among other things, agent commissions, lease obligations, administrative expenses and deferred income for power and gas invoices.

Page 115 of 177 Liabilities from contracts are recognised for contracts assumed in the context of a business combination, if their contractual conditions were less favourable than the market conditions at the time of acquisition. Liabilities for onerous contracts are paid down on a straight-line basis over the remaining term of the underlying contract. The increase in this item resulted from the acquisition of the Supermärkte Nord companies.

Deferred income liabilities contain, among others, building cost subsidies and deferred service fees.

38. CASH FLOW STATEMENT The cash flow statement shows changes in cash and cash equivalents less overdraft facilities during the financial year. A distinction is drawn between changes resulting from operating activities, investing activities and financing activities. The discontinued operations' cash flows from operating activities, investing activities and financing activities are reported separately from those of continuing operations in accordance with IFRS 5. These related to the discontinued operations BILLA Italy, BILLA Croatia, BILLA Romania, PENNY Bulgaria and consumer electronics (ProMarkt) (see note 5 "Divestitures").

The disclosures below relate to the cash flows of continuing operations.

Cash Flow from Operating Activities During the period under review, the cash provided by operating activities increased from 1,089.3 million euros to 1,735.4 million euros. The 646.1 million euro increase resulted primarily from non-recurring income from central settlement following the revised European Court of Justice (ECJ) ruling.

Adjusted for working capital effects, the cash flow from operating activities was 1,700.6 million euros, following 1,500.2 million euros in the previous year.

Aside from the 34.8 million euro effect on working capital (previous year: -410.9 million euros), cash flow from operating activities also increased by 71.4 million euros as a result of the increase in interest received. This was offset by the 304.8 million euro increase in income taxes paid, which had a negative effect on the cash flow from operating activities.

Other non-cash transactions amounting to -105.0 million euros (previous year: 83.4 million euros) in the financial year related to, among other things, the recognition directly within equity of -68 .2 million euros (previous year: 37.2 million euros) for the remeasurement of pensions and similar obligations.

As in the previous year, no borrowing costs were capitalised in the financial year.

Cash Flow from Investing Activities The cash used in investing activities amounted to -1,510.7 million euros in the financial year, compared with - 1,003.6 million euros in the previous year. The increase in cash outflows from investing activities was attributable primarily to the 280.3 million euro increase in investments in intangible assets property, plant and equipment and investment properties and to the 160.5 million euro decrease in excess proceeds from business combinations and the acquisition of shares in consolidated companies.

Page 116 of 177 The proceeds from disposals of financial assets and companies accounted for using the equity method included an amount of 156.1 million euros (previous year: 94.5 million euros) that arose from the repayment of loans. Of this figure, 114.5 million euros (previous year: 81.1 million euros) related to loans to associates.

In addition, loans granted to joint ventures, which amounted to 112.5 million euros (previous year: 56.0 million euros) and repayments of 110.0 million euros (previous year: 60.0 million euros) made in the course of the financial year led to outflows for purchases and proceeds from disposals of financial assets and equity- accounted companies.

Investments in non-current assets amounted to 1,578.9 million euros, (previous year: 1,298.6 million euros). They related mainly to expansion investments in the store network and replacement and expansion investments at stores, warehouse locations and manufacturing companies.

Under purchases of financial assets, an amount of 131.7 million euros (previous year: 104.4 million euros) related to loans granted. Of this figure, an amount of 118.2 million euros (previous year: 81.3 million euros) was granted to associates.

Of the 18.2 million euros in excess proceeds from business combinations and the acquisition of investments in consolidated companies, an amount of 14.2 million euros was from the acquisition of the remaining shares in EUROGROUP S.A., Brussels, Belgium, and its subsidiaries and 4.0 million euros from the acquisition of the shares in Campina Verde Ecosol, S.L., Cordoba, Spain (see note 4 "Acquisitions").

The payments for business combinations and the acquisition of shares in consolidated companies amounting to 121.4 million euros resulted from the acquisition of shares in Supermärkte Nord Verwaltungs GmbH, Super- märkte Nord Vertriebs GmbH & Co. KG and coop Logistik GmbH, each with its registered office in Kiel (see also note 4 “Acquisitions”)..

Cash Flow from Financing Activities The cash flow from financing activities was -339.0 million euros. The 141.8 million euro increase in cash outflows compared to the previous year essentially resulted from the repayment of a promissory note loan in the amount of 300.0 million euros, while a promissory note loan totalling 100.0 million euros was unwound in the previous year.

Countering the repayment of the promissory note, the raising and repayment of demand and time deposits and the utilisation of lines of credit led to cash inflows in the total amount of 125.0 million euros (previous year: 50.0 million euros).

In addition to the change in the promissory note loans and demand and time deposits, cash proceeds of 25.2 million euros (previous year: 36.7 million euros) and cash repayments of 35.7 million euros (previous year: 40.1 million euros) from the raising and repayment of loans to affiliated companies and associates overall contributed to the increase in cash used in financing activities.

In addition, other loans amounting to 7.8 million euros (previous year: 31.7 million euros) were raised and 153.2 million euros (previous year: 77.1 million euros) of other loans were repaid.

The payments from the change in non-controlling interests in the amount of 9.5 million euros (previous year: 1.6 million euros) include cash outflows for the acquisition of further shares in the EXIM Group.

Page 117 of 177 For details on cash repayments of finance lease liabilities amounting to 36.3 million euros (previous year: 33.3 million euros), see note 24 "Leases".

Page 118 of 177 Other Disclosures

39. CAPITAL MANAGEMENT DISCLOSURES The purpose of financial management in the groups is to ensure a maximum degree of financial flexibility as well as sufficient scope for action regarding the operational, financial and strategic business development of the groups at all times. REWE Group is committed to maintaining a strong financial profile and a solid credit rating. In maintaining the financial profile, REWE Group focuses on internationally accepted, rating-relevant financial ratios. All strategic business decisions are reviewed with regard to their impact on these key figures.

A financial policy has been defined for REWE Group that specifies its most important key figure as follows:

* The leverage factor is not a component of IFRS accounting standards and may be defined and calculated differently by different companies.

The leverage factor is the ratio of net debt to rent-adjusted EBITDA (EBITDAR) of REWE Group. The definition of this key figure takes into account the liabilities recognised on the balance sheet and net rental obligations, multiplied by five. This factor implies the present value of net rental obligations. A maximum leverage factor of three has been specified for REWE Group. Should extraordinary market conditions force management to exceed this debt limit, measures must be developed to return the key ratio to the target level. As at 31 Decem- ber 2016, this key figure stood at 1.9 (previous year: 2.3). The financing structure, liquidity and financial risk positions are managed centrally at REWE Group.

Based on capital market principles, long-range capital management is also guided by the decision with respect to variable and fixed-rate borrowing.

Short-term liquidity management for REWE Group is conducted on a monthly basis for the subsequent year and is updated continuously. The medium-term liquidity requirement is calculated for each calendar year based on the medium-term plan and thus serves as the basis for the financing strategy.

REWE Group has assigned a central treasury committee to manage financial risks (e.g. foreign exchange risks, interest rate risks and credit risks). Treasury committees also exist at the level of the strategic business units. These bodies serve to further the mutual exchange of information, shaping opinions and encouraging close consultation among the different corporate units on issues and strategies of overall importance.

Moreover, the expertise concentrated in REWE Group is used to advise and support domestic and international REWE Group companies in all relevant financial matters. Relevant issues range from fundamental considerations concerning the financing of acquisition and investment projects to on-site support for local financial officers of individual group companies in discussions with banks and financial services providers.

Page 119 of 177 40. FINANCIAL RISK MANAGEMENT The groups are exposed to various financial risks through their operating activities, particularly foreign exchange risk, liquidity risk, interest rate risk, commodity risk and credit risk.

The foreign exchange, liquidity and interest rate risk to which the groups are exposed is systematically managed in accordance with financial guidelines. Financial risks are identified, assessed and hedged in close co-operation with the operating units. A central treasury committee discusses and decides on risk policy and strategy.

The operational framework, lines of responsibility, financial reporting and control mechanisms for financial instruments are defined in detail in the respective guidelines. These guidelines call in particular for a clear functional separation between trading and settlement activities.

Derivative financial instruments are used to hedge financial risks.

Foreign Exchange Risk The groups have international operations and are therefore exposed to potential foreign exchange risks.

Foreign exchange risks (i.e. potential impairment losses on financial instruments due to exchange rate changes) exist in particular where assets and liabilities are denominated or will routinely arise in a currency other than the groups' functional currency. In accordance with the financial guidelines, receivables and liabilities denominated in foreign currency must be hedged in full using derivatives. The group companies' counterparties in transactions involving derivative financial instruments are top-rated banks.

Foreign exchange risks may be hedged using only marketable derivative financial instruments whose correct financial engineering and accounting treatment must be assured in the groups' treasury systems.

In the Travel and Tourism business segment and at RZAG, future payments from foreign currency transactions are hedged through derivatives and reported as cash flow hedges. Hedging ensures that currency fluctuations do not have any material impact on earnings.

The equity from currency transactions would be approximately 46.1 million euros lower (previous year: 112.7 million euros) if the euro had been ten percentage points stronger against the key foreign currencies on the balance sheet date. If the euro had been ten percentage points weaker against the key foreign currencies, equity from currency transactions would have been approximately 46.1 million euros higher (previous year: 112.7 million euros). Of this figure, 43.4 million euros (previous year: 55.6 million euros) are attributable to changes in the euro exchange rate against the dollar. Interest rate effects have not been taken into account.

Liquidity Risk The aim of liquidity management is to ensure that, through RIF the consolidated companies always have access to sufficient liquidity on the basis of adequate undrawn lines of credit so that no liquidity risk exists should unexpected events have a negative financial impact on liquidity.

Loans, fixed-term deposits and overnight money are used as financial instruments.

Page 120 of 177 Through RIF, the group companies have access to a syndicated loan of 1.5 billion euros with a term ending on 18 September 2020. The interest rate is based on EURIBOR. As at 31 December 2016, the line of credit had not been drawn down.

In addition, RIF was used to finance a promissory note loan amounting to 175.0 million euros. The term expires on 2 September 2024.

In addition, there are other bilateral lines of credit between individual companies and banks.

Internal cash pooling is aimed at reducing the amount of debt financing and at optimising cash and capital investments. Cash pooling allows the use of the excess liquidity of individual companies to internally finance the cash requirements of other consolidated companies. The financial control system ensures the optimal use of the group companies' financial resources.

The groups did not significantly offset financial assets and financial liabilities with non-group companies. There are global netting agreements in connection with the central settlement business.

The following tables provide information on the contractually agreed, undiscounted interest and principal payments for financial liabilities. Where there is a right to terminate a loan agreement, a cash outflow on the earliest possible termination date has been assumed.

Liquidity Analysis of Financial Liabilities

31 Dec. 2016 2022 and in million € 2017 2018 2019 2020 2021 Carrying amount beyond Contractually Less than 1 to 2 2 to 3 3 to 4 4 to 5 More than Primary financial instruments agrees cash flows 1 year years years years years 5 years Other non-current financial liabilities 911.9 6.7 144.0 80.6 80.5 97.3 603.6 Non-current trade payables 5.1 0.0 1.5 2.4 0.6 1.1 5.1 Other current financial liabilities 408.5 436.6 0.0 0.0 0.0 0.0 0.0 Current trade payables 5,825.4 5,826.4 0.0 0.0 0.0 0.0 0.0

31 Dec. 2015 2021 and in million € 2016 2017 2018 2019 2020 Carrying amount beyond Contractually Less than 1 to 2 2 to 3 3 to 4 4 to 5 More than Primary financial instruments agrees cash flows 1 year years years years years 5 years Other non-current financial liabilities 1,049.2 9.2 374.5 159.7 65.0 79.6 453.0

Non-current trade payables 4.5 0.0 1.8 1.9 0.7 1.1 5.2 Other current financial liabilities 267.5 278.4 0.0 0.0 0.0 0.0 0.0

Current trade payables 5,616.5 5,616.9 0.0 0.0 0.0 0.0 0.0

Cash outflows from primary financial instruments include the interest component in addition to the principal repayment, so that the sum of the cash outflows may exceed the carrying amount in the financial year under review.

All financial liabilities in the liquidity analysis relate to primary financial instruments. In addition, derivative financial instruments amounting to 17.3 million euros (previous year: 31.0 million euros) are reported on the balance sheet.

Page 121 of 177 Liquidity Analysis of Derivatives 2020 and in million € 2017 2018 2019 beyond Derivative financial instruments Cash flows Cash flows Cash flows Cash flows Currency derivatives Financial assets Proceeds 1,307.0 40.6 0.0 0.0 Payments 1,250.3 39.7 0.0 0.0 Financial liabilities Proceeds 590.8 53.8 0.0 0.0 Payments 601.5 54.6 0.0 0.0 Interest rate derivatives Financial liabilities Proceeds 0.1 0.0 0.0 0.0 Payments 1.4 1.2 0.0 0.0

2019 and in million € 2016 2017 2018 beyond Derivative financial instruments Cash flows Cash flows Cash flows Cash flows Currency derivatives Financial assets Proceeds 969.1 62.1 0.0 0.0 Payments 957.7 60.7 0.0 0.0 Financial liabilities Proceeds 735.3 58.0 0.0 0.0 Payments 746.1 57.4 0.0 0.0 Interest rate derivatives Financial liabilities Proceeds 0.2 0.2 0.3 0.0 Payments 1.4 1.3 1.1 0.0

Interest Rate Risk Interest rate risk is generally caused by fluctuations in market interest rates for interest-bearing assets and interest-bearing liabilities. All assets and liabilities with variable interest rates or short-term interest rates that are fixed expose the groups to cash flow risk. Fixed interest-bearing liabilities with extended fixed interest periods result in a fair-value interest-rate risk. At the end of the year, 60.7 per cent (previous year: 49.7 per cent) of liabilities to banks had fixed interest rates.

Interest-bearing assets and liabilities may impact earnings and equity as a result of interest rate fluctuations. These risks are reported on the basis of a sensitivity analysis, which shows the effects that would result from changes in the relevant risk variables – in particular interest rates. These changes are determined on the balance sheet date, using reasonable discretion.

In terms of interest rate hedging transactions entered into as part of cash flow hedge accounting, equity would have been approximately 1.0 million euros higher (previous year: 1.6 million euros) if the interest rate level had been 100 basis points higher at the balance sheet date. If the interest rate level had been 100 basis points lower, equity would have been approximately 1.1 million euros lower (previous year: 1.8 million euros).

Page 122 of 177 In terms of interest rate hedging transactions involving stand-alone derivatives, net income would have been approximately 0.4 million euros higher (previous year: 0.7 million euros) if the interest rate level had been 100 basis points higher at the balance sheet date. If the interest rate level had been 100 basis points lower, net income would have been approximately 0.4 million euros lower (previous year: 0.8 million euros).

In addition, there is an interest rate risk from primary, variable-rate financial instruments. If interest rate levels had been 100 basis points higher, the interest result would have been 2.7 million euros lower (previous year: 3.0 million euros). If interest rate levels had been 100 basis points lower, the interest result would have been 2.7 million euros higher (previous year: 3.0 million euros).

Credit Risk Credit risk from financial assets arises from the potential failure of a counterparty to meet its obligations in whole or in part, thereby causing financial losses to the other party.

Potential credit risk exists in relation to trade receivables, loans, other receivables, loans to customers under the REWE partnership model, joint liability risks from a position as partner in REWE partner companies and derivative financial instruments with positive fair values.

Possible default risks were taken into account by recognising individually determined specific valuation allowances and aggregated valuation allowances as well as adequate provisions (see note 27 "Trade Receivables"). There are also some sureties received in the form of bank guarantees.

Minimum credit rating requirements and individual caps on financial exposure have been established as part of accounts receivable management, operational monitoring of debtors and ongoing receivables monitoring.

Business dealings with large corporate customers are subject to a separate solvency monitoring system. Compared with the overall exposure to credit risk, receivables from these counterparties are not so large individually that they would create an exceptional concentration of risk. Sales to retail customers are settled in cash or with EC cash cards or conventional credit cards. Cash logistics in the retail trade are subject to a separate monitoring system.

BREAKDOWN OF THE AGE STRUCTURE OF OVERDUE RECEIVABLES ON WHICH NO ALLOWANCES HAVE BEEN RECOGNISED Of which past due as at the balance sheet date and not impaired 31 Dec. 2016 in million € Less than Between 90 Between 180 More than Carrying amount 90 days and 180 days and 360 days 360 days Non-current other financial assets 247.0 0.0 0.0 0.0 0.0

Current other financial assets 609.6 31.4 2.4 0.4 0.7 Current trade receivables 1,241.3 38.0 0.9 0.5 2.2

Of which past due as at the balance sheet date and not impaired 31 Dec. 2015 in million € Less than Between 90 Between 180 More than Carrying amount 90 days and 180 days and 360 days 360 days Non-current other financial assets 294.3 0.0 0.0 0.1 0.0 Current other financial assets 570.5 10.0 5.6 0.4 1.1 Current trade receivables 1,076.4 29.5 1.9 0.8 1.7

Page 123 of 177 Credit risk related to cash deposits, derivative contracts and financial transactions are mitigated by entering into such transactions subject to fixed limits and only with banks that have a good credit rating. Payment transactions are also settled exclusively through such banks. The credit rating and risk-bearing capacity of the partner banks is monitored systematically on an ongoing basis. The functions of setting and monitoring the limits are separated for trading and settlement operations.

41. FINANCIAL INSTRUMENT DISCLOSURES The groups' business operations are exposed to various risks. Derivative financial instruments are used to hedge interest rate and foreign exchange risks.

On the basis of agreements dated 14 December 2011, REWE Projektentwicklung Kft., Budapest, Hungary, I+R Projektentwicklung Kft., Alsónémedi, Hungary, and T+R Projektentwicklung Kft., Alsónémedi, Hungary, entered into interest rate swaps with a bank to hedge variable-rate interest on external loans. The nominal volume of the swaps was 15.0 million euros, 9.6 million euros and 4.6 million euros. The interest rate swaps mature on 31 October 2018. Under those interest rate swaps, fixed-rate interest of 2.2 per cent is paid or received. Interest rate swaps are reported as stand-alone derivatives. The measurement of these interest rate swaps resulted in income of 0.9 million euros in the financial year.

On the basis of agreements dated 5 October 2012, C+R Projekt spol. s r.o., Prague, Czech Republic, and K+R Projekt s.r.o., Prague, Czech Republic, entered into interest rate swaps with a bank to hedge variable-rate interest on external loans. The nominal volume of the swaps was 896.0 million Czech korunas and 758.3 million Czech korunas. The interest rate swaps mature on 31 October 2018. Under those interest rate swaps, fixed-rate interest of 1.1 per cent is paid or received. These interest rate swaps are accounted for using cash-flow hedge accounting.

In the context of managing foreign exchange risks associated with the tourism business, liabilities denominated in foreign currency (hedged items) resulting from hotel procurement are hedged by using exchange rate hedges to mitigate the risk of exchange rate factors negatively impacting on earnings. These foreign exchange transaction risks arise on the date on which the calculation rates for the various seasonal classifications are set. The hedged transactions on these dates are planned foreign exchange liabilities that are realised only as the corresponding account entries are subsequently made. As part of currency hedging, the hedged transactions are offset against forward exchange contracts and currency options intended to hedge the underlying transaction against exchange rate movements recognised in profit or loss. Hedge accounting is applied if the requirements of IAS 39 are met.

In addition, forward exchange contracts and currency swaps are used to hedge against exchange rate fluctuations arising from merchandise management contracts. This contracts have a term of up to 11 months. These currency derivatives are accounted for as cash flow hedges under hedge accounting.

Moreover, short-term forward exchange contracts and currency swaps were entered into to hedge the foreign exchange risk arising from foreign-currency receivables and liabilities already recognised.

Page 124 of 177 NOMINAL VOLUMES OF THE CURRENCY DERIVATIVES FOR EACH CURRENCY 31 Dec. 2016 31 Dec. 2015 ISO code Country Currency Nominal volume Nominal volume in million units in million units AED United Arab Emirates Dirham 29.1 213.9 AUD Australia Dollar 20.3 37.7 BRL Brazil Real 0.0 0.9 CAD Canada Dollar 17.2 30.6 CHF Switzerland Franc 229.4 158.1 CNY China Yuan 9.1 56.6 CZK Czech Republic Koruna 126.6 1,670.5 DKK Denmark Krone 2.8 67.0 GBP United Kingdom Pound Sterling 78.4 77.7 HKD Hong Kong Dollar 2.1 15.5 HRK Croatia Kuna 85.4 678.2 HUF Hungary Forint 69.8 24,048.0 INR India Rupee 1.6 414.8 JPY Japan Yen 0.0 95.0 KRW South Korea Won 11.0 0.0 MAD Morocco Dirham 2.0 53.0 NOK Norway Krone 29.8 302.7 NZD New Zealand Dollar 14.4 33.5 PLN Poland Zloty 3.8 0.0 RON Romania Lei 212.7 739.9 RUB Russia Rouble 6.3 4.0 SEK Sweden Krona 449.1 1,370.5 SGD Singapore Dollar 2.1 7.7 THB Thailand Baht 72.4 4,188.8 TND Tunisia Dinar 2.6 14.8 USD USA Dollar 510.3 783.5 ZAR South Africa Rand 35.4 622.2

In the financial year, derivatives in the form of commodities futures were also used for price hedging of aviation fuel. A total volume of 18,150 megatons (previous year: 24,900 megatons) of aviation fuel was hedged using the commodity derivatives entered into over a period from January until December 2017. The hedge is accounted for as a cash flow hedge.

FAIR VALUES OF THE DERIVATIVE FINANCIAL INSTRUMENTS Fair value Fair value in million € - Assets - - Liabilities - 31 Dec. 2016 31 Dec. 2015 31 Dec. 2016 31 Dec. 2015 Interest rate swaps 0.0 0.0 2.5 3.2

Currency derivatives 57.0 31.1 14.8 23.3 of which: within cash flow hedges 39.3 26.0 5.0 18.4 of which: within fair value hedges 3.2 2.4 0.3 1.6 of which: outside a hedging relationship 14.5 2.7 9.5 3.3 Commodity derivatives 1.3 0.0 0.0 4.5 Total 58.3 31.1 17.3 31.0

Page 125 of 177 The fair values of the above derivative financial instruments are determined on the basis of market information as at the balance sheet date.

For an explanation of the effects of cash flow hedges on the equity attributable to the shareholders of the parent companies, please refer to the changes in the reserve for cash flow hedges presented in the statement of changes in equity. In addition, the statement of comprehensive income presents for all shareholders the amounts recognised in the income statement and those taken directly to equity and thus the impact of cash flow hedges on other comprehensive income and on net income for the year.

Financial Instruments by Class and Measurement Category as at 31 December 2016 The classes of financial instruments were based on the structure of the balance sheet.

RECONCILIATION OF THE INDIVIDUAL CLASSES AND MEASUREMENT CATEGORIES OF IAS 39 TO THE BALANCE SHEET ITEMS

Carrying amount pursuant to IAS 39 Carrying Carrying Fair value Fair value amount in million € amount (Amortised) recognised through pursuant 31 Dec. 2016 cost directly in equity profit and loss to IAS 17 ASSETS Non-current financial assets 247.0 234.5 12.5 0.0 0.0 Financial assets available for sale 95.9 83.4 12.5 0.0 0.0 Loans and receivables 151.1 151.1 0.0 0.0 0.0 Current financial assets 609.6 551.4 40.5 17.7 0.0 Financial assets held for trading 14.5 0.0 0.0 14.5 0.0 Financial assets available for sale 0.1 0.1 0.0 0.0 0.0 Loans and receivables 551.3 551.3 0.0 0.0 0.0 Financial assets in hedge accounting* 43.7 0.0 40.5 3.2 0.0 Current trade receivables 1,241.3 1,241.3 0.0 0.0 0.0 Loans and receivables 1,241.3 1,241.3 0.0 0.0 0.0 Cash and cash equivalents 615.8 615.8 0.0 0.0 0.0 Loans and receivables 615.8 615.8 0.0 0.0 0.0 Total ASSETS 2,713.7 2,643.0 53.0 17.7 0.0 LIABILITIES Non-current financial liabilities 914.4 428.1 1.1 1.4 483.8 Financial liabilities held for trading 1.4 0.0 0.0 1.4 0.0 Other financial liabilities 428.1 428.1 0.0 0.0 0.0 Financial liabilities in hedge accounting* 1.1 0.0 1.1 0.0 0.0 Liabilities from finance leases* 483.8 0.0 0.0 0.0 483.8 Non-current trade payables 5.1 5.1 0.0 0.0 0.0 Other financial liabilities 5.1 5.1 0.0 0.0 0.0 Current financial liabilities 423.3 374.5 5.0 9.8 34.0 Financial liabilities held for trading 9.5 0.0 0.0 9.5 0.0 Other financial liabilities 374.5 374.5 0.0 0.0 0.0 Financial liabilities in hedge accounting* 5.3 0.0 5.0 0.3 0.0 Liabilities from finance leases* 34.0 0.0 0.0 0.0 34.0 Current trade payables 5,825.4 5,825.4 0.0 0.0 0.0 Other financial liabilities 5,825.4 5,825.4 0.0 0.0 0.0 Total LIABILITIES 7,168.2 6,633.1 6.1 11.2 517.8

Page 126 of 177 Carrying amount pursuant to IAS 39 Carrying Carrying Fair value Fair value amount in million € amount (Amortised) recognised through pursuant 31 Dec. 2016 cost directly in equity profit and loss to IAS 17 Of which: aggregated by measurement categories pursuant to IAS 39: Financial assets held for trading 14.5 0.0 0.0 14.5 0.0 Financial assets available for sale 96.0 83.5 12.5 0.0 0.0 Loans and receivables 2,559.5 2,559.5 0.0 0.0 0.0 Financial liabilities held for trading 10.9 0.0 0.0 10.9 0.0 Other financial liabilities 6,633.1 6,633.1 0.0 0.0 0.0 Of which: in hedge accounting pursuant to IAS 39: Financial assets in hedge accounting 43.7 0.0 40.5 3.2 0.0 Financial liabilities in hedge accounting 6.4 0.0 6.1 0.3 0.0

* Not a measurement category pursuant to IAS 39

Financial Instruments by Class and Measurement Category as at 31 December 2015

RECONCILIATION OF THE INDIVIDUAL CLASSES AND MEASUREMENT CATEGORIES OF IAS 39 TO THE BALANCE SHEET ITEMS

Carrying amount pursuant to IAS 39 Carrying Carrying Fair value Fair value amount in million € amount 31 (Amortised) recognised through pursuant Dec. 2015 cost directly in equity profit and loss to IAS 17 ASSETS Non-current financial assets 294.3 283.7 10.6 0.0 0.0 Financial assets available for sale 124.5 113.9 10.6 0.0 0.0 Loans and receivables 169.8 169.8 0.0 0.0 0.0 Current financial assets 570.5 539.4 26.0 5.1 0.0 Financial assets held for trading 2.7 0.0 0.0 2.7 0.0 Financial assets available for sale 0.1 0.1 0.0 0.0 0.0 Loans and receivables 539.3 539.3 0.0 0.0 0.0 Financial assets in hedge accounting* 28.4 0.0 26.0 2.4 0.0 Current trade receivables 1,076.4 1,076.4 0.0 0.0 0.0 Loans and receivables 1,076.4 1,076.4 0.0 0.0 0.0 Cash and cash equivalents 636.0 636.0 0.0 0.0 0.0 Loans and receivables 636.0 636.0 0.0 0.0 0.0 Total ASSETS 2,577.2 2,535.5 36.6 5.1 0.0

Page 127 of 177 Carrying amount pursuant to IAS 39 Carrying Carrying Fair value Fair value amount in million € amount 31 (Amortised) recognised through pursuant Dec. 2015 cost directly in equity profit and loss to IAS 17 LIABILITIES Non-current financial liabilities 1,052.4 827.3 1.3 1.9 221.9 Financial liabilities held for trading 1.9 0.0 0.0 1.9 0.0 Other financial liabilities 827.3 827.3 0.0 0.0 0.0 Financial liabilities in hedge accounting* 1.3 0.0 1.3 0.0 0.0 Liabilities from finance leases* 221.9 0.0 0.0 0.0 221.9 Non-current trade payables 4.5 4.5 0.0 0.0 0.0 Other financial liabilities 4.5 4.5 0.0 0.0 0.0 Current financial liabilities 295.3 246.0 22.9 4.9 21.5 Financial liabilities held for trading 3.3 0.0 0.0 3.3 0.0 Other financial liabilities 246.0 246.0 0.0 0.0 0.0 Financial liabilities in hedge accounting* 24.5 0.0 22.9 1.6 0.0 Liabilities from finance leases* 21.5 0.0 0.0 0.0 21.5 Current trade payables 5,616.5 5,616.5 0.0 0.0 0.0 Other financial liabilities 5,616.5 5,616.5 0.0 0.0 0.0 Total LIABILITIES 6,968.7 6,694.3 24.2 6.8 243.4 Of which: aggregated by measurement categories pursuant to IAS 39: Financial assets held for trading 2.7 0.0 0.0 2.7 0.0 Financial assets available for sale 124.6 114.0 10.6 0.0 0.0 Loans and receivables 2,421.5 2,421.5 0.0 0.0 0.0 Financial liabilities held for trading 5.2 0.0 0.0 5.2 0.0 Other financial liabilities 6,694.3 6,694.3 0.0 0.0 0.0 Of which: in hedge accounting pursuant to IAS 39: Financial assets in hedge accounting 28.4 0.0 26.0 2.4 0.0 Financial liabilities in hedge accounting 25.8 0.0 24.2 1.6 0.0

IFRS 7 requires financial instruments measured at fair value to be assigned to a fair value hierarchy. There are three hierarchy levels. Level 1 comprises financial instruments whose fair values can be derived from quoted prices. Level 2 comprises financial instruments whose fair values cannot be derived from quoted prices, but whose measurement-related inputs are directly or indirectly observable on the market. Financial instruments that cannot be assigned to either level 1 or level 2 are assigned to level 3. Fair value in this case is determined using factors that are not based on observable market data.

Available-for-sale financial assets also include financial instruments measured at fair value. An amount of 12.5 million euros (previous year: 10.6 million euros), which is reported under non-current financial assets, relates to securities traded on a regulated market and must therefore be assigned to level 1.

The interest rate swaps, currency and commodity derivatives of 58.3 million euros (previous year: 31.1 million euros) under other current financial assets and of 17.3 (previous year: 31.0 million euros) under financial liabilities are financial instruments measured at fair value that are assignable to level 2 of the fair value hierarchy.

Page 128 of 177 Fair Value Disclosures

COMPARISON OF THE CARRYING AMOUNTS AND FAIR VALUES OF THE FINANCIAL INSTRUMENTS FOR EACH CLASS 31 Dec. 2016 31 Dec. 2015 in million € Carrying Carrying Fair value Fair value amount amount ASSETS Non-current 247.0 247.8 294.3 294.7 Non-current other financial assets 247.0 247.8 294.3 294.7 Current 2,466.7 2,466.9 2,282.9 2,283.2 Current other financial assets 609.6 609.8 570.5 570.8

Current trade receivables 1,241.3 1,241.3 1,076.4 1,076.4 Cash and cash equivalents 615.8 615.8 636.0 636.0

LIABILITIES Non-current 919.5 972.3 1,056.9 1,115.0 Other non-current financial liabilities 914.4 967.2 1,052.4 1,110.5 Non-current trade payables 5.1 5.1 4.5 4.5 Current 6,248.7 6,248.8 5,911.8 5,912.4 Other current financial liabilities 423.3 423.4 295.3 295.9 Current trade payables 5,825.4 5,825.4 5,616.5 5,616.5

Due to the short remaining maturities, the carrying amounts of current trade receivables and trade payables as well as of cash and cash equivalents approximate their fair values.

Non-current trade receivables and trade payables are discounted to present value. In this case, the carrying amounts largely reflect the fair values.

Market prices are generally used to measure other financial assets and liabilities. In the absence of a market price, the approved discounted cash flow methods are used to calculate fair value. The valuation model is based on the yield curves and exchange rates that apply on the balance sheet date.

Net Result from Financial Instruments

BREAKDOWN OF INCOME AND EXPENSES FROM FINANCIAL INSTRUMENTS ACCORDING TO IAS 39 MEASUREMENT CATEGORIES Income (+)/expenses (-) 2016 2015 in million € Loans and receivables 64.8 30.3

Financial assets available for sale 0.8 -1.6 Financial assets and liabilities held for trading 9.1 -1.7

Other financial liabilities -73.1 -80.2

Income on loans and receivables mainly comprises exchange gains and losses, income from receivables previously written down, losses from allowances and interest income from financial receivables. Furthermore, income from financial assets available for sale mainly comprises income from equity investments. Gains or

Page 129 of 177 losses from financial assets and liabilities held for trading result from the measurement of derivative financial instruments. Expenses from other financial liabilities relate primarily to interest expense on financial liabilities and exchange gains or losses.

Interest income on financial instruments not measured at fair value through profit or loss amounted to 8.5 million euros (previous year: 8.0 million euros), while corresponding interest expenses amounted to 23.1 million euros (previous year: 32.8 million euros).

42. CONTINGENT LIABILITIES/RECEIVABLES AND OTHER FINANCIAL OBLIGATIONS

CONTINGENT LIABILITIES AS AT THE BALANCE SHEET DATE in million € 31 Dec. 2016 31 Dec. 2015 Contingent liabilities from warranties 8.2 9.6 Contingent liabilities from guarantees 113.4 127.6

Other contingent liabilities 60.8 77.3 Total 182.4 214.5

Contingent liabilities from guarantees essentially concern payment guarantees to financial institutions and relate primarily to the Kuoni companies. In some countries in which the Kuoni companies operate, local laws require that travel guarantees and payment guarantees be given by the tour operator in order to hedge against the default risks of the organiser vis-à-vis the customer. These travel guarantees may fluctuate depending on the season and are particularly high during the summer season due to the high number of travellers. These guarantees have in the meantime virtually all been assumed by way of guarantee contract by RZF for the Kuoni companies vis-à-vis the banks.

Contingent liabilities from guarantee agreements include primarily letters of comfort to financial institutions for possible use by REWE partner investment companies as general partners of the associated REWE partner companies taking out the loans.

The other contingent liabilities relate primarily to contingent liabilities from del credere-assumptions. They arose from the joint assumption of liabilities from goods purchased from member operations and invoiced only in the subsequent year.

In addition, there are obligations in the Travel and Tourism business segment amounting to 268.2 million euros (previous year: 254.9 million euros) from guaranteed quota contracts with hotels and various airlines as well as prepayment obligations agreed with hotels.

Page 130 of 177 43. EVENTS AFTER THE BALANCE SHEET DATE Pursuant to the purchase agreement dated 8 December 2016, the acquisition of 64 store locations from Kaiser’s Tengelmann by REWE Markt GmbH, Cologne, entered into legal force; the transfer of ownership was effected in several tranches during the period from 2 January 2017 to 1 April 2017. A logistics company and a meat processing facility were also transferred in the course of the acquisition.

No other significant events became known between the end of the reporting period and the time of approval of the consolidated financial statements.

44. RELATED PARTY DISCLOSURES In accordance with IAS 24, parties related to the groups are non-consolidated subsidiaries, joint ventures and associates, including their subsidiaries, as well as other entities and persons defined as follows: Management Board and Supervisory Board of RZAG and RZF and entities controlled, jointly controlled or significantly influenced by these persons or close members of their families.

Other related parties include primarily companies belonging to Für Sie Handelsgenossenschaft eG Food – Non Food, Cologne, REWE DORTMUND Großhandel eG, Dortmund, and companies of Dohle Handelsgruppe Holding GmbH & Co. KG, Siegburg, which form part of the group of other related parties because they provide Supervi- sory Board members to RZF and RZAG. In addition to subsidiaries included in the Combined Financial State- ments, RZF and RZAG have direct or indirect relations with a large number of non-consolidated companies and associates in the course of their normal business activities; these companies are considered related parties of RZF and RZAG. RZF and RZAG maintain significant business relations with the REWE partner companies, which are associates in which RZF has an indirect interest under the REWE partnership model. The supply of goods and services conducted as part of normal business activities primarily comprises the delivery of goods, leasing and services.

GOODS AND SERVICES RECEIVED FROM OR TO RELATED PARTIES Volume of goods and services Volume of goods and services in million € provided received 2016 2015 2016 2015 Subsidiaries (non-consolidated) 0.1 0.3 0.3 0.5 Joint ventures 191.4 182.5 0.6 0.9 Associates 6,405.6 5,948.2 4.5 5.1 Other related parties 440.3 435.5 22.1 13.6

Total 7,037.4 6,566.5 27.5 20.1

The volume of goods and services provided to joint ventures relates mainly to goods deliveries amounting to 178.1 million euros (previous year: 167.6 million euros).

Goods and services supplied to associates are attributable mainly to deliveries of goods amounting to 5,716.7 million euros (previous year: 5,306.3 million euros) and to leases and services amounting to 538.4 million euros (previous year: 499.8 million euros) provided to the REWE partner companies.

Page 131 of 177 The goods and services provided to other related parties relates mainly to goods deliveries amounting to 425.5 million euros (previous year: 421.3 million euros). The remaining amount for goods and services is due almost exclusively to leasing services and services provided to companies taking part in central settlement.

The goods and services received from associates primarily comprise expenses for services used and rental expenses. The goods and services received from other related parties are attributable almost entirely to expenses from leasing services.

COMPOSITION OF RECEIVABLES FROM RELATED PARTIES in million € 31 Dec. 2016 31 Dec. 2015 Subsidiaries (non-consolidated) 0.4 0.3 Joint ventures 43.7 40.3 Associates 512.7 532.2

Other related parties 253.3 211.2

Total 810.1 784.0

Receivables from non-consolidated subsidiaries are included in other receivables from financial transactions and trade receivables from affiliated companies (see note 26 "Other Financial Assets" and note 27 "Trade Re- ceivables").

Receivables from associates relate primarily to goods supplied to REWE partner companies amounting to 287.9 million euros (previous year: 313.0 million euros) as well as loans to associates amounting to 191.4 million euros (previous year: 184.5 million). The loans mainly comprise shareholder loans and start-up loans to REWE partner companies (see note 26 "Other Financial Assets").

Receivables from other related parties are attributable mainly to central settlement receivables of 222.2 million euros (previous year: 162.6 million euros).

COMPOSITION OF LIABILITIES TO RELATED PARTIES in million € 31 Dec. 2016 31 Dec. 2015 Subsidiaries (non-consolidated) 6.5 17.2 Joint ventures 0.4 6.2 Associates 42.5 41.7 Other related parties 17.5 8.6

Total 66.9 73.7

Liabilities to non-consolidated subsidiaries are included in liabilities to affiliated companies and trade payables to affiliated companies (see note 35 "Other Financial Liabilities" and note 36 "Trade Payables").

Page 132 of 177 Remuneration for Key Management Personnel

TOTAL REMUNERATION FOR KEY MANAGEMENT PERSONNEL AT RZF AND RZAG AS WELL AS FOR SUPERVISORY BOARD MEMBERS in million € 2016 2015 Management Board 26.4 16.2 Supervisory Board 1.4 1.1

Total 27.8 17.3

BREAKDOWN OF REMUNERATION FOR KEY MANAGEMENT PERSONNEL in million € 2016 2015 Short-term benefits due 14.9 14.0 Post-employment benefits 5.1 -0.7

Other long-term benefits due 4.3 4.0 Termination benefits 3.5 0.0

Total 27.8 17.3

A short-term and long-term performance-based profit-sharing and bonus programme is in place for the Management Board. As at 31 December 2016, a total of 16.9 million euros (previous year: 12.8 million euros) for this programme was recognised as liabilities.

Employee representatives elected to the Supervisory Board of RZF and RZAG continue to be entitled to a regular salary under their employment contract. The amount of remuneration is based on provisions agreed in the employment contract.

Pension Obligations for Current Key Management Personnel Pension obligations of 24.2 million euros were recognised for Management Board members (previous year: 19.1 million euros).

45. FEES FOR SERVICES PROVIDED BY THE AUDITOR The overview below shows the total fee for PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Cologne,, the auditor of the Combined Financial Statements, recognised as an expense during the financial year.

TOTAL FEE FOR THE AUDITOR IN THE FINANCIAL YEAR in million € 2016 2015 Fees for financial statement audit services 4.6 4.4

Fees for tax consulting services 0.1 0.2 Fees for other services 1.7 0.7

Total 6.4 5.3

The fees for financial statement audit services include in particular the fees for the audit of the Combined Financial Statements, the consolidated financial statements and the annual financial statements of the consolidated companies.

Page 133 of 177 Tax consulting fees include fees for consultation provided in connection with the filing of tax returns, the presentation of tax structuring options and ad hoc information.

Fees for other services mainly include audit-related consulting and other consulting services.

46. MANAGEMENT BOARD AND SUPERVISORY BOARD The composition of the Management Boards of REWE-ZENTRALFINANZ eG, Cologne, and REWE - Zentral- Aktiengesellschaft, Cologne, is identical.

THE MANAGEMENT BOARD HAD THE FOLLOWING MEMBERS IN THE PERIOD UNDER REVIEW:

Alain Caparros Chairman of the Management Board of REWE-ZENTRALFINANZ eG, Cologne, (Chairman) and REWE - Zentral-Aktiengesellschaft, Cologne International Full-Range Stores, Independent Retailers, Group Controlling, Group Audit, Executive Development/Personnel, Corporate Affairs

Manfred Esser Member of the Management Board of REWE-ZENTRALFINANZ eG, Cologne, and REWE - Zentral-Aktiengesellschaft, Cologne PENNY International, IKI

Jan Kunath Member of the Management Board of REWE-ZENTRALFINANZ eG, Cologne, and REWE - Zentral-Aktiengesellschaft, Cologne REWE Group Buying, REWE Digital, Coopernic / EURELEC

Dr. Christian Mielsch Member of the Management Board of REWE-ZENTRALFINANZ eG, Cologne, and REWE - Zentral-Aktiengesellschaft, Cologne Business Administration, Finance, Travel and Tourism, Taxes, M&A

Lionel Souque Member of the Management Board of REWE-ZENTRALFINANZ eG, Cologne, and REWE - Zentral-Aktiengesellschaft, Cologne Retail Germany

Frank Wiemer Member of the Management Board of REWE-ZENTRALFINANZ eG, Cologne, and REWE - Zentral-Aktiengesellschaft, Cologne DIY stores, Central Logistics, IT, Corporate Security & Service Centre

THE SUPERVISORY BOARDS HAD THE FOLLOWING MEMBERS IN THE PERIOD UNDER REVIEW:

Erich Stockhausen Businessman and member of the Management Board of REWE West eG, Hürth (Chairman, RZF and RZAG)

Fritz Aupperle Businessman and member of the Management Board of REWE Süd/Südwest eG, Fellbach

Klaus Dohle Managing partner of Dohle Handelsgruppe Holding GmbH & Co. KG, Siegburg (RZAG only)

Günther Filips Businessman and general partner of G. Filips Einzelhandels KG, Dortmund, and member of the Supervi- (until 27 June 2016) sory Board of REWE DORTMUND Großhandel eG, Dortmund

Michael Fricke Businessman and member of the Management Board of REWE Handels eG Hungen, Hungen

Dr. Christian Hornbach Managing director of Hornbach Baustoff Union GmbH, Neustadt/Weinstraße (from 27 June 2016, RZAG only)

Peter Hornbach Managing Director of Wasgau Food Beteiligungsgesellschaft mbH and of DELTA HORNBACH GmbH, (from 27 June 2016, RZAG only) Annweiler

Jürgen Lang Businessman and member of the Management Board of REWE Süd/Südwest eG, Fellbach

Stefan Lenk Businessman and member of the Management Board of REWE DORTMUND Großhandel eG., Dortmund (from 27 June 2016)

Bruno Naumann Businessman and member of the Supervisory Board of REWE Handels eG Hungen, Hungen

Page 134 of 177 Matthias Peikert Businessman and member of the Management Board of REWE Nord-Ost eG, Teltow

Heinz-Werner Satter Managing Director of SCHWÄLBCHEN Frischdienst GmbH, Mainz, and Chairman of the Supervisory Board of FÜR SIE Handelsgenossenschaft eG Food – Non Food, Cologne

Robert Schäfer Businessman and member of the Management Board of REWE West eG, Hürth

Andreas Schmidt Chairman of the Management Board of REWE DORTMUND Großhandel eG, Dortmund

THE MEMBERS OF THE SUPERVISORY BOARD OF RZAG AND OF RZF ALSO INCLUDED THE FOLLOWING EMPLOYEE REPRESENTATIVES IN THE PERIOD UNDER REVIEW:

Reinhard Brenner Works Council chairman exempted from regular duties, REWE Markt GmbH, Southwest region, Wiesloch (until 31 January 2017, RZF only)

Bernhard Brettschneider Works Council chairman exempted from regular duties, REWE Markt GmbH, Central region, Rosbach (RZF only)

Josef Czok Works Council chairman exempted from regular duties, REWE Markt GmbH, West region, Hürth (RZF only)

Alfred Daubenmerkl Works Council chairman exempted from regular duties, REWE Markt GmbH, South region, Eching (RZF only)

Berndfried Dornseifer Head of Holding Human Resources/Group Human Resources Development, REWE Deutscher Super- (RZF only) markt AG & Co. KGaA, Cologne

Maik Esser Works Council member exempted from regular duties, REWE Systems GmbH, Cologne (RZAG only)

Jürgen Faust Works Council member exempted from regular duties, REWE Systems GmbH, Cologne (until 27 June 2016, RZAG only)

Maic Gerhards Head of vehicle fleet management, REWE-ZENTRALFINANZ eG, Cologne (from 27 June 2016, RZAG only)

Bernd Goerissen Works Council chairman exempted from regular duties, REWE - Zentral-Aktiengesellschaft, Cologne (Deputy Chairman, RZAG)

Helmut Göttmann Works Council chairman exempted from regular duties, REWE Markt GmbH, Southwest region, Wiesloch (from 1 February 2017, RZF only)

Toni Kiel Senior Category Buyer, REWE Group Buying GmbH, Cologne (RZAG only)

Horst Margner Secretary at the ver.di union, Works Council, Berlin (RZF only)

Bettina Mink Works Council member exempted from regular duties, (from 27 June 2016, RZAG only) REWE - Zentral-Aktiengesellschaft, Cologne

Klaus Norhausen Technical Director, REWE - Zentral-Aktiengesellschaft, Cologne (until 27 June 2016, RZAG only)

Stefanie Nutzenberger Member of the national executive board of the ver.di union (RZF only)

Andreas Ratzmann Works Council chairman exempted from regular duties, REWE Markt GmbH, Penny-Markt GmbH and (Deputy Chairman, RZF) REWE Deutscher Supermarkt AG & Co. KGaA, Cologne

Monika Stach Works Council member exempted from regular duties, REWE-ZENTRALFINANZ eG, Cologne (RZAG only)

Angelika Winter Works Council deputy chairman exempted from regular duties, REWE Markt GmbH, West region, Hürth (RZF only)

Thomas Wolters Works Council deputy chairman exempted from regular duties, REWE Markt GmbH and Penny-Markt (RZF only) GmbH, REWE Markt GmbH, North region, Norderstedt

Page 135 of 177 The preparation of these Combined Financial Statements was concluded on 27 March 2017.

Cologne, 27 March 2017

The Management Board

Alain Caparros Manfred Esser Jan Kunath

Dr. Christian Mielsch Lionel Souque Frank Wiemer

Page 136 of 177 Annex: List of Shareholdings as at 31 December 2016 a) Consolidated Companies Percentage share No Company name and registered office Country 31 Dec. 31 Dec. 2016 2015

1. ACS Reisen AG, Zurich Switzerland 100.0 100.0 2. AD Clubreisen Gesellschaft mit beschränkter Haftung, Munich Germany 51.1 51.1 Adeg-Invest Zentrale Realitätenverwertung Gesellschaft mit beschränkter Haftung, 3. Austria 100.0 100.0 Wiener Neudorf

4. ADEG Logistik GmbH, Wiener Neudorf Austria 100.0 100.0 5. ADEG Markt GmbH, Wiener Neudorf Austria 100.0 100.0 6. Adeg Österreich Handelsaktiengesellschaft, Wiener Neudorf Austria 100.0 100.0 7. ADEG Verbrauchermärkte GmbH, Wiener Neudorf Austria 100.0 100.0 8. Ademus Grundstücksverwaltungsgesellschaft mbH & Co. KG, Cologne Germany 100.0 100.0 9. akzenta GmbH & Co. KG, Wuppertal Germany 100.0 100.0 10. akzenta Immobilien GmbH, Cologne Germany 100.0 100.0 11. akzenta Verwaltungs GmbH, Wuppertal Germany 100.0 100.0 12. Amero Grundstücksverwaltungsgesellschaft mbH & Co. KG, Cologne Germany 100.0 100.0 13. Amtliches Allgäuer Reisebüro, Gesellschaft mit beschränkter Haftung, Stuttgart Germany 100.0 100.0 14. A+R s.r.o., Jirny Czech Republic 100.0 100.0 15. ATLAS REISEN GmbH, Cologne Germany 100.0 100.0 16. ATLASREISEN GmbH, Wiener Neudorf Austria 100.0 100.0 17. ATLAS/RVS Reisebüro Verwaltungs Service GmbH, Berlin Germany 100.0 100.0 18. Avigo GmbH, Cologne Germany 100.0 - 19. AVM Holding GmbH, Wiener Neudorf Austria 100.0 100.0 20. AVM Immobilien GmbH, Wiener Neudorf Austria 100.0 100.0 21. Bäckerei & Konditorei Rothermel GmbH, Östringen Germany 100.0 100.0 22. BALDU Verwaltungsgesellschaft mbH, Cologne Germany 100.0 100.0 23. Becker Projektierungsgesellschaft mbH, Cologne Germany 100.0 100.0 24. bestkauf SB Warenhäuser GmbH, Cologne Germany 100.0 100.0

25. Billa Aktiengesellschaft, Wiener Neudorf Austria 100.0 100.0 26. BILLA Bulgaria EOOD, Sofia Bulgaria 100.0 100.0

27. BILLA d.o.o., Zagreb Croatia 100.0 100.0 28. BILLA Immobilien GmbH, Wiener Neudorf Austria 100.0 100.0

29. BILLA Import EOOD, Sofia Bulgaria 100.0 100.0 30. BILLA Nedvizhimosti EOOD, Sofia Bulgaria 100.0 100.0

31. BILLA NEKRETNINE d.o.o., Zagreb Croatia 100.0 100.0 32. Billa Realitäten GmbH, Wiener Neudorf Austria 100.0 100.0 33. BILLA REALITY SLOVENSKO spol.s.r.o., Bratislava Slovakia 100.0 100.0 34. Billa Reality spol. s r.o., Ricany u Prahy Czech Republic 100.0 100.0 35. BILLA Russia GmbH, Wiener Neudorf Austria 100.0 100.0

Page 137 of 177 Percentage share No Company name and registered office Country 31 Dec. 31 Dec. 2016 2015 36. BILLA Service EOOD, Sofia Bulgaria 100.0 100.0

37. BILLA, spol. s r. o., Ricany u Prahy Czech Republic 100.0 100.0 38. BILLA s.r.o., Bratislava Slovakia 100.0 100.0

39. BILLA Ukraine Gesellschaft mit 100% ausländischen Anteilen, Kiev Ukraine 100.0 100.0 40. Billa Warenhandelsgesellschaft mit beschränkter Haftung, Munich Germany 100.0 100.0 41. BIPA d.o.o., Zagreb Croatia 100.0 100.0

42. BIPA Parfumerien Gesellschaft m.b.H., Wiener Neudorf Austria 100.0 100.0 43. Blautal-Center Ulm Verwaltungs-GmbH, Cologne Germany 100.0 100.0

44. BML-REWE Einkaufsgesellschaft m.b.H., Wiener Neudorf Austria 100.0 100.0 45. Campina Verde Deutschland GmbH, Cologne Germany 100.0 100.0

46. Campina Verde Ecosol, S.L., Cordoba Spain 75.5 49.1 47. CAMPINA VERDE ITALIA S.R.L., Verona Italy 100.0 –

48. Carrier International Limited, Cheadle United Kingdom 100.0 100.0 49. Carrier Limited, Cheadle United Kingdom 100.0 100.0 50. Carrier Transport Limited, Cheadle United Kingdom 100.0 100.0 51. C & C Abholgroßmärkte Gesellschaft m.b.H., Wiener Neudorf Austria 100.0 100.0 52. Centor-Warenhandels-GmbH, Cologne Germany 100.0 100.0 53. clevertours.com GmbH, Cologne Germany 100.0 100.0 54. Club Calimera Fuerteventura Playa S.L.U., Palma de Mallorca Spain 100.0 100.0 55. commercetools GmbH, Munich Germany 100.0 100.0 56. commercetools Inc., New York USA 100.0 100.0 57. coop Logistik GmbH, Kiel Germany 100.0 – 58. Corfu Villas Limited, Dorking United Kingdom 100.0 100.0 "Cosmetica" Parfumeriewaren-Handels- und Erzeugungs-Gesellschaft m.b.H., 59. Austria 100.0 100.0 Wiener Neudorf 60. C+R Projekt spol. s r.o., Prague Czech Republic 100.0 100.0 61. DEGOR Grundbesitzverwaltung GmbH & Co. KG, Pullach i. Isartal Germany 94.0 94.0 "Delikatessa" Lebensmittel-Handels- und Erzeugungs-Gesellschaft m.b.H., 62. Austria 100.0 100.0 Wiener Neudorf 63. DELUS GmbH & Co. Objekt Frankfurt KG, Pullach i. Isartal Germany 94.0 94.0 64. DELUS Verwaltung GmbH & Co. Objekt Buttenheim KG, Pullach i. Isartal Germany 100.0 100.0 65. DELUS Verwaltung GmbH & Co. Objekt Dreieich KG, Pullach i. Isartal Germany 100.0 100.0

66. DELUS Verwaltung GmbH & Co. Objekte Dietzenbach KG, Pullach i. Isartal Germany 100.0 100.0 67. DELUS Verwaltung GmbH & Co. Objekt Gießen KG, Pullach i. Isartal Germany 100.0 100.0

68. DELUS Verwaltung GmbH & Co. Objekt Großbeeren KG, Pullach i. Isartal Germany 100.0 100.0 69. DELUS Verwaltung GmbH & Co. Objekt Köln-Langel KG, Pullach i. Isartal Germany 98.5 98.5

70. DELUS Verwaltung GmbH & Co. Objekt Neuhausen KG, Pullach i. Isartal Germany 100.0 100.0 71. DELUS Verwaltung GmbH & Co. Objekt Norderstedt oHG, Pullach i. Isartal Germany 99.0 99.0

72. DELUS Verwaltung GmbH & Co. Objekt Rosbach oHG, Pullach i. Isartal Germany 99.0 99.0 73. DELUS Verwaltung GmbH & Co. Objekt Rüsseina KG, Pullach i. Isartal Germany 100.0 100.0 74. DELUS Verwaltung GmbH & Co. Objekt Steinheim KG, Pullach i. Isartal Germany 100.0 100.0 75. DELUS Verwaltung GmbH & Co. Objekt Stelle KG, Pullach i. Isartal Germany 100.0 100.0

Page 138 of 177 Percentage share No Company name and registered office Country 31 Dec. 31 Dec. 2016 2015 76. DELUS Verwaltung GmbH & Co. Objekt Wiesloch KG, Pullach i. Isartal Germany 100.0 100.0

77. DELUS Verwaltung GmbH & Co. Vermietungs-KG, Pullach i. Isartal Germany 100.0 100.0 78. Denner Gesellschaft m.b.H., Wiener Neudorf Austria 100.0 100.0

79. DER Asia Tours Ltd., Bangkok Thailand 100.0 100.0 80. DER Deutsches Reisebüro GmbH & Co. OHG, Frankfurt am Main Germany 100.0 100.0 81. DERPART Reisebüro Service GmbH, Frankfurt am Main Germany 100.0 –

82. DERPART Reisevertrieb GmbH, Frankfurt am Main Germany 50.0 50.0 83. DER Reisebüro Beteiligungs GmbH, Frankfurt am Main Germany 100.0 100.0

84. DER Reisebüro Göbel GmbH, Schweinfurt Germany 66.0 66.0 85. DER Reisebüro OTTO GmbH, Hof Germany 100.0 100.0

86. DER Reisebüro Service GmbH, Cologne Germany 100.0 100.0 87. DERTOUR America Inc., Miami USA 100.0 100.0

88. DERTOUR Austria GmbH, Salzburg Austria 100.0 100.0 89. DERTOUR BULGARIA OOD, Sofia Bulgaria 75.0 75.0 90. DERTOUR Cesko s. r. o., Prague Czech Republic 100.0 100.0 91. DERTOUR d.o.o., Belgrade Serbia 75.0 75.0 92. DERTOUR Hungária Kft., Budapest Hungary 75.0 75.0 93. DER Touristik Airport Services GmbH, Düsseldorf Germany 100.0 100.0 94. DER Touristik Destination Service AG, Wilen Switzerland 100.0 100.0 95. DER Touristik Frankfurt GmbH & Co. KG, Frankfurt am Main Germany 100.0 100.0 96. DER Touristik Geschäftsführungs GmbH, Frankfurt am Main Germany 100.0 100.0 97. DER Touristik GmbH, Berlin Germany 100.0 100.0 98. DER Touristik Hotel & Investment Hellas AE, Rhodos Greece 100.0 100.0 99. DER Touristik Hotels & Investments GmbH, Cologne Germany 100.0 100.0 100. DER Touristik Hotels Spain S.L., Palma de Mallorca Spain 100.0 100.0 101. DER Touristik Köln GmbH, Cologne Germany 100.0 100.0 102. DER Touristik Nordic AB, Stockholm Sweden 100.0 100.0 103. DER Touristik Online GmbH, Frankfurt/Main Germany 100.0 100.0 104. DER Touristik Partner-Service Verwaltungs GmbH, Cologne Germany 100.0 100.0 105. DER Touristik Services, S.L.U., Palma de Mallorca Spain 100.0 100.0

106. DER Touristik VG1 GmbH, Cologne Germany 100.0 – 107. DER Touristik VG2 GmbH, Cologne Germany 100.0 –

108. DER Touristik VG3 GmbH, Cologne Germany 100.0 – 109. DERTOUR Polska Sp.z.o.o., Warsaw Poland 75.0 75.0 110. DERTOUR Romania S.R.L, Bucharest Romania 75.0 75.0 111. DERTOUR Slovakia s.r.o., Bratislava Slovakia 75.0 75.0 112. Destination Touristic Services OOD, Varna Bulgaria 90.0 90.0 113. Destination Touristic Services S.A.R.L., Tunis Tunisia 50.0 50.0 114. Destination Touristik Service S.A.E., Hurghada Egypt 60.0 60.0 115. Destination Turistik Hizmetleri Ticaret Limited Sirketi, Muratpasa Turkey 100.0 100.0 116. Deutsches Reisebüro S.r.l., Rome Italy 100.0 100.0

Page 139 of 177 Percentage share No Company name and registered office Country 31 Dec. 31 Dec. 2016 2015 117. Dienstleistungszentrum Südmarkt GmbH & Co. oHG, Starbach Germany 100.0 100.0

118. Different World limited, Dorking United Kingdom 100.0 100.0 119. DIY Union GmbH, Cologne Germany 100.0 100.0

120. Dr. Holiday AG, Sinzing Germany 100.0 100.0 121. DTS Destination Touristic Services Incoming GmbH, Salzburg Austria 100.0 – 122. DTS INCOMING HELLAS TOURISTIC SERVICES SOCIETE ANONYME, Heraklion Greece 70.0 70.0

123. EHA Austria Energie-Handelsgesellschaft mbH, Wiener Neudorf Austria 100.0 100.0 124. -EHA- Energie-Handels-Gesellschaft mbH & Co. KG, Hamburg Germany 100.0 100.0

125. -EHA- Energie-Handels-Gesellschaft mbH, Hamburg Germany 90.0 100.0 126. Emileon AB, Stockholm Sweden 100.0 100.0

127. Entsorgungsgesellschaft Handel "Pro Umwelt" mbH, Cologne Germany 100.0 100.0 128. Eurogroup Deutschland GmbH, Langenfeld Germany 100.0 100.0

"EUROGROUP" Ein- und Ausfuhrhandel Gesellschaft mit beschränkter Haftung, 129. Germany 100.0 100.0 Cologne 130. Eurogroup Espana F&V S.A.U., Valencia Spain 100.0 100.0 131. EUROGROUP ITALIA S.R.L., Verona Italy 100.0 100.0 132. E U R O G R O U P S.A., Brussels Belgium 100.0 50.0 133. EXIM HOLDING a.s., Prague Czech Republic 75.0 51.0 134. EXIM S.A., Warsaw Poland 100.0 100.0 135. EXIM TOURS a.s., Prague Czech Republic 100.0 100.0 136. Falk Lauristen Rejser A/S, Herning Denmark 100.0 100.0 137. Ferd. Rückforth Nachfolger Aktiengesellschaft, Cologne Germany 100.0 100.0 138. Fruchthof Gleichmann Gesellschaft mit beschränkter Haftung, Koblenz Germany 100.0 100.0 139. FT Aviation AB, Stockholm Sweden 100.0 100.0 140. Gartenliebe GmbH, Cologne Germany 75.0 75.0 141. GBI Gesellschaft für Beteiligungs- und Immobilienverwaltung mbH, Cologne Germany 100.0 100.0 142. Gebrüder Mayer Produktions- und Vertriebs GmbH, Wahrenholz Germany 100.0 100.0 143. Globus Immobilien GmbH, Cologne Germany 100.0 100.0 144. Glockenbrot Bäckerei GmbH & Co. Immobilien KG, Pullach i. Isartal Germany 100.0 100.0 145. Glockenbrot Bäckerei GmbH & Co. oHG, Cologne Germany 100.0 100.0 146. Glockenbrot Bäckerei Verwaltungs GmbH, Cologne Germany 100.0 100.0 Dominican 147. GO CARIBIC, S.R.L., Puerto Plata 100.0 100.0 Republic 148. Golf Plaisir Resebyrå Aktiebolag, Stockholm Sweden 100.0 100.0

149. GO!Reisen GmbH, Bremen Germany 60.1 60.1 150. Go Vacation Spain S.L.U., Palma de Mallorca Spain 60.0 60.0

151. GPS Reisen GmbH, Frankfurt am Main Germany 100.0 100.0 152. Grundstücksgesellschaft Herborn mbH, Cologne Germany 100.0 100.0

153. Grundstücksgesellschaft Kahl mit beschränkter Haftung, Cologne Germany 100.0 100.0 Grundstücksverwertungs-Gesellschaft Schwerte-Ost mit beschränkter Haftung, 154. Germany 100.0 100.0 Cologne 155. GVS-Grundstücksverwaltungs-Gesellschaft Stolberger Str.mbH., Cologne Germany 100.0 100.0 156. Hanseat Reisebüro GmbH, Berlin Germany 100.0 100.0

Page 140 of 177 Percentage share No Company name and registered office Country 31 Dec. 31 Dec. 2016 2015 157. HD Handelsdienstleistungs GmbH, Cologne Germany 100.0 100.0

158. Heiliger & Kleutgens Gesellschaft mit beschränkter Haftung, Cologne Germany 75.0 75.0 159. Heimo Handelsgesellschaft mbH, Cologne Germany 100.0 100.0

160. Heinr. Hill Gesellschaft mit beschränkter Haftung, Cologne Germany 100.0 100.0 161. Heinz Wille Fleischwarenfabrik Verwaltungs GmbH, Cologne Germany 100.0 100.0 162. Hellweg-Lager Huchting-Blumenthal Gesellschaft mit beschränkter Haftung, Cologne Germany 100.0 100.0

163. Hellweg-Lager Selbstbedienungs-Großhandels-G.m.b.H., Cologne Germany 100.0 100.0 164. HLS Handel und Lager Service Gesellschaft mbH, Cologne Germany 100.0 100.0

165. IMPULS Grundstücksverwaltungsgesellschaft Objekte Nord mbH, Cologne Germany 100.0 100.0 166. IMPULS Grundstücksverwaltungsgesellschaft Objekte Süd mbH, Cologne Germany 100.0 100.0

167. Intubit AG, Zug Switzerland 100.0 100.0 168. I+R Projektentwicklung Kft., Alsónémedi Hungary 100.0 100.0

169. ITS BILLA TRAVEL s.r.o., Prague Czech Republic 100.0 100.0 170. ITS Reisen GmbH, Cologne Germany 100.0 100.0 171. IVONA Property Omega GmbH, Wiener Neudorf Austria 100.0 100.0 172. IVP-Bau Hungaria Ipari és Szolgáltáto Kft., Alsónémedi Hungary 100.0 100.0 173. ja-Lebensmittelvertriebsgesellschaft mbH, Cologne Germany 100.0 100.0 174. "JA! NATÜRLICH" Naturprodukte Gesellschaft m.b.H., Wiener Neudorf Austria 100.0 100.0 175. Journeys of Distinction Limited, Cheadle United Kingdom 100.0 100.0 176. KARTAGO TOURS a.s., Bratislava Slovakia 100.0 100.0 177. KARTAGO TOURS Zrt., Budapest Hungary 100.0 100.0 178. Kirker Travel Limited, London United Kingdom 100.0 100.0 179. Kirker Travel Services Limited, London United Kingdom 100.0 100.0 180. KLEE-Garten-Fachmarkt GmbH, Cologne Germany 100.0 100.0 181. Koban Grundbesitzverwaltung GmbH & Co. Objekt Egelsbach KG, Cologne Germany 94.0 94.0 182. KOBAN Grundbesitzverwaltung GmbH & Co. Vermietungs KG, Cologne Germany 94.0 94.0 183. Kontra Warenhaus-Einkaufs- und Verwaltungs GmbH, Cologne Germany 100.0 100.0 184. K+R Projekt s.r.o., Prague Czech Republic 100.0 100.0 185. KS Holding Danmark AS, Copenhagen Denmark 100.0 100.0 186. Kuoni Reisen AG, Zurich Switzerland 100.0 100.0

187. Kuoni Specialists B.V., Amsterdam Netherlands 100.0 100.0 188. Kuoni Specialists GmbH, Oberhausen Germany 100.0 100.0

189. Kuoni Travel Belgium BVBA, Ghent Belgium 100.0 100.0 190. Kuoni Travel Limited, Dorking United Kingdom 100.0 100.0 191. Kuoni Travel Transport Limited, Dorking United Kingdom 100.0 100.0 192. Latscha Filialbetriebe Gesellschaft mit beschränkter Haftung, Cologne Germany 100.0 100.0 193. Lime Travel AB, Stockholm Sweden 100.0 100.0 194. LoMa Commercio S.r.l., Vallese di Oppeano Italy 100.0 100.0 195. lti Kaiserfels Hotelbetriebs GmbH, St. Johann Austria 51.0 51.0 196. LUPOS GmbH & Co. KG, Cologne Germany 100.0 100.0 197. MAREAL Immobilienverwaltungs GmbH, Wiener Neudorf Austria 100.0 100.0

Page 141 of 177 Percentage share No Company name and registered office Country 31 Dec. 31 Dec. 2016 2015 198. Marian & Co. Gesellschaft m.b.H., Wiener Neudorf Austria 100.0 100.0

199. Masters for Hotels and Touristic Services S.A.E., Hurghada Egypt 60.0 60.0 200. Masters Transport Service S.A.E., Hurghada Egypt 60.0 60.0

201. Masters Travel Service S.A.E., Hurghada Egypt 60.0 60.0 202. MAXXI S.R.L., Milan Italy 100.0 100.0 203. Merkur Warenhandels-Aktiengesellschaft, Wiener Neudorf Austria 100.0 100.0

204. MINACO d.o.o., Zagreb Croatia 100.0 100.0 United Arab 205. Miracle Tourism LLC, Dubai 60.0 60.0 Emirates

206. Motorhome Bookers Limited, Munich Germany 100.0 100.0 207. NeuMarkt Lebensmittel GmbH, Cologne Germany 100.0 100.0 208. NeuMarkt Lebensmittel-Vertriebsgesellschaft mbH & Co. KG, Cologne Germany 100.0 100.0 209. NORIL Verwaltung GmbH & Co. Vermietungs-KG, Pullach i. Isartal Germany 98.0 98.0

210. Nova Airlines AB, Stockholm Sweden 100.0 100.0 211. Novair AS, Oslo Norway 100.0 100.0 212. NWT New World Travel Inc., New York USA 100.0 100.0 213. OOO BILLA, Moscow Russia 100.0 100.0 214. OOO BILLA Realty, Moscow Russia 100.0 100.0 215. OOO BIOP, Moscow Russia 100.0 100.0 216. OOO DMOS, Moscow Russia 100.0 100.0 217. OOO Mitra, Khimki Russia 100.0 100.0 218. OVO Vertriebs GmbH, Cologne Germany 100.0 100.0 219. Penny Dienstleistung GmbH, Cologne Germany 100.0 100.0 220. Penny GmbH, Wiener Neudorf Austria 100.0 100.0 221. Penny Immobilien EINS GmbH, Cologne Germany 100.0 100.0 222. Penny Market Bulgaria EOOD, Stolnik Bulgaria 100.0 100.0 223. PENNY Market Italia S.r.l., Milan Italy 100.0 100.0 224. Penny-Market Kft, Budapest Hungary 100.0 100.0 225. Penny Market s.r.o., Radonice Czech Republic 100.0 100.0 226. Penny-Markt Gesellschaft mit beschränkter Haftung, Cologne Germany 100.0 100.0 227. Penny Spedition GmbH, Cologne Germany 100.0 100.0 228. PRONTO Energieberatung GmbH & Co. KG, Wiener Neudorf Austria 100.0 100.0

229. Pronto Projektentwicklung GmbH, Wiener Neudorf Austria 100.0 100.0 230. Pro Tours GmbH, Cologne Germany 100.0 100.0

231. Radio Max GmbH, Wiener Neudorf Austria 100.0 100.0 232. Railtour (Suisse) SA, Bern Switzerland 93.4 93.4

233. RCE Reisebüro-Centraleinkauf GmbH, Cologne Germany 100.0 100.0 234. Reisebüro Rominger Bodenseereisebüro GmbH, Konstanz Germany 62.5 62.5

235. Reisebüro ROMINGER SÜDLAND GmbH, Biberach an der Riß Germany 68.0 68.0 236. REISEWELT GmbH, Frankfurt am Main Germany 100.0 100.0 237. REMUS Grundbesitzverwaltung GmbH & Co. KG, Pullach i. Isartal Germany 94.0 94.0 238. Repros S.r.l., Milan Italy 100.0 100.0

Page 142 of 177 Percentage share No Company name and registered office Country 31 Dec. 31 Dec. 2016 2015 239. REWE - Aktiengesellschaft, Cologne Germany 80.0 80.0

240. Rewe Austria Fleischwaren GmbH, Wiener Neudorf Austria 100.0 100.0 241. REWE Austria Touristik GmbH, Wiener Neudorf Austria 100.0 100.0

242. REWE Beteiligungs-Holding Aktiengesellschaft, Cologne Germany 100.0 100.0 243. REWE-Beteiligungs-Holding International GmbH, Cologne Germany 100.0 100.0 244. REWE-Beteiligungs-Holding National GmbH, Cologne Germany 100.0 100.0

245. REWE-Beteiligungs-Verwaltungs-GmbH, Cologne Germany 100.0 100.0 246. Rewe Buying Group s.r.o., Jirny Czech Republic 100.0 100.0

247. REWE Card GmbH, Cologne Germany 100.0 100.0 248. REWE-Centermanagement und Verwaltungs GmbH, Cologne Germany 100.0 100.0

249. REWE-Computer Vertriebs GmbH, Cologne Germany 100.0 100.0 250. REWE Deutscher Supermarkt AG & Co. KGaA, Cologne Germany 100.0 100.0

251. REWE Digital Fulfilment Services GmbH, Cologne Germany 100.0 100.0 252. REWE Digital GmbH, Cologne Germany 100.0 100.0 253. REWE Far East Limited, Hong Kong China 99.9 99.9 254. REWE Finanz-Kontor GmbH, Cologne Germany 100.0 100.0 255. REWE-Finanz-Service GmbH, Cologne Germany 100.0 100.0 256. REWE Großflächengesellschaft mbH, Cologne Germany 100.0 100.0 257. REWE Group Buying GmbH, Cologne Germany 100.0 100.0 258. REWE Group Card Service GmbH, Cologne Germany 100.0 100.0 259. REWE Group Fruchtlogistik GmbH, Cologne Germany 100.0 100.0 260. REWE Group Marketing GmbH, Cologne Germany 100.0 100.0 261. REWE Grundstücks-Verwaltungsgesellschaft mbH, Cologne Germany 100.0 100.0 262. REWE Handelsgesellschaft Weser-Harz mbH, Cologne Germany 100.0 100.0 263. REWE-HANDELSGRUPPE GmbH, Cologne Germany 80.0 80.0 264. REWE Immobilien 1 GmbH, Cologne Germany 100.0 100.0 265. REWE-Immobilien-Beteiligungs-Verwaltungs GmbH, Cologne Germany 100.0 100.0 266. REWE International AG, Wiener Neudorf Austria 100.0 100.0 267. REWE International Dienstleistungsgesellschaft m.b.H., Wiener Neudorf Austria 100.0 100.0 268. REWE Internationale Beteiligungs Gesellschaft mit beschränkter Haftung, Cologne Germany 100.0 100.0

269. REWE International Finance B.V., Venlo Netherlands 100.0 100.0 270. REWE International Lager- und Transportgesellschaft m.b.H., Wiener Neudorf Austria 100.0 100.0

271. REWE-Internet Media GmbH, Cologne Germany 100.0 100.0 272. REWE ITALIA SRL, Carmignano di Brenta Italy 100.0 100.0 273. REWE LOG 1 GmbH, Cologne Germany 100.0 100.0 274. REWE LOG 3 GmbH, Cologne Germany 100.0 100.0 275. REWE LOG 4 GmbH, Cologne Germany 100.0 100.0 276. REWE LOG 5 GmbH, Cologne Germany 100.0 100.0 277. REWE LOG 6 GmbH, Cologne Germany 100.0 100.0 278. REWE LOG 7 GmbH, Cologne Germany 100.0 100.0 279. REWE LOG 8 GmbH, Cologne Germany 100.0 –

Page 143 of 177 Percentage share No Company name and registered office Country 31 Dec. 31 Dec. 2016 2015 280. REWE LOG 11 GmbH, Cologne Germany 100.0 100.0

281. REWE LOG 12 GmbH, Cologne Germany 100.0 100.0 282. REWE LOG 13 GmbH, Cologne Germany 100.0 100.0

283. REWE LOG 14 GmbH, Cologne Germany 100.0 100.0 284. REWE LOG 50 GmbH, Cologne Germany 100.0 100.0 285. REWE LOG 51 GmbH, Cologne Germany 100.0 –

286. REWE LOG 60 GmbH, Cologne Germany 100.0 100.0 287. REWE LOG 61 GmbH, Cologne Germany 100.0 100.0

288. REWE LOG 62 GmbH, Cologne Germany 100.0 – 289. REWE LOG 63 GmbH, Cologne Germany 100.0 –

290. REWE LOG 64 GmbH, Cologne Germany 100.0 – 291. REWE Märkte 1 GmbH, Cologne Germany 100.0 100.0

292. REWE Märkte 2 GmbH, Cologne Germany 100.0 100.0 293. REWE Märkte 3 GmbH, Cologne Germany 100.0 100.0 294. REWE Märkte 4 GmbH, Cologne Germany 100.0 100.0 295. REWE Märkte 5 GmbH, Cologne Germany 100.0 100.0 296. REWE Märkte 6 GmbH, Cologne Germany 100.0 100.0 297. REWE Märkte 7 GmbH, Cologne Germany 100.0 100.0 298. REWE Märkte 8 GmbH, Cologne Germany 100.0 100.0 299. REWE Märkte 9 GmbH, Cologne Germany 100.0 100.0 300. REWE Märkte 11 GmbH, Cologne Germany 100.0 100.0 301. REWE Märkte 12 GmbH, Cologne Germany 100.0 100.0 302. REWE Märkte 13 GmbH, Cologne Germany 100.0 100.0 303. REWE Märkte 14 GmbH, Cologne Germany 100.0 100.0 304. REWE Märkte 15 GmbH, Cologne Germany 100.0 100.0 305. REWE Märkte 16 GmbH, Cologne Germany 100.0 100.0 306. REWE Märkte 17 GmbH, Cologne Germany 100.0 100.0 307. REWE Märkte 18 GmbH, Cologne Germany 100.0 100.0 308. REWE Märkte 19 GmbH, Cologne Germany 100.0 100.0 309. REWE Märkte 20 GmbH, Cologne Germany 100.0 100.0

310. REWE Märkte 21 GmbH, Cologne Germany 100.0 100.0 311. REWE Märkte 22 GmbH, Cologne Germany 100.0 100.0

312. REWE Märkte 23 GmbH, Cologne Germany 100.0 – 313. REWE Märkte 30 GmbH, Cologne Germany 100.0 100.0 314. REWE Märkte 32 GmbH, Cologne Germany 100.0 100.0 315. REWE Märkte 33 GmbH, Cologne Germany 100.0 100.0 316. REWE Märkte 34 GmbH, Cologne Germany 100.0 100.0 317. REWE Märkte 35 GmbH, Cologne Germany 100.0 100.0 318. REWE Märkte 36 GmbH, Cologne Germany 100.0 – 319. REWE Märkte 40 GmbH, Cologne Germany 100.0 – 320. REWE Märkte 41 GmbH, Cologne Germany 100.0 –

Page 144 of 177 Percentage share No Company name and registered office Country 31 Dec. 31 Dec. 2016 2015 321. REWE Markt GmbH, Cologne Germany 100.0 100.0

322. REWENTA Immobilien Verwaltung GmbH, Cologne Germany 100.0 100.0 323. REWE Partner GmbH, Cologne Germany 100.0 100.0

324. REWE-Projektentwicklung GmbH, Cologne Germany 100.0 100.0 325. REWE Projektentwicklung Kft., Budapest Hungary 100.0 100.0 326. REWE PROJEKTENTWICKLUNG ROMANIA S.R.L., Stefanestii de Jos Romania 100.0 100.0

327. REWE Regiemarkt GmbH, Cologne Germany 100.0 100.0 328. REWE Romania SRL, Stefanestii de jos Romania 100.0 100.0

329. REWE RZ GmbH, Cologne Germany 100.0 100.0 330. REWE Schweiz AG, Volketswil Switzerland 100.0 100.0

331. REWE Services (Shanghai) Co., Limited, Shanghai China 100.0 100.0 332. REWE Südmarkt GmbH, Cologne Germany 100.0 100.0

333. REWE Systems GmbH, Cologne Germany 100.0 100.0 334. REWE Unterhaltungselektronik Gesellschaft mit beschränkter Haftung, Cologne Germany 100.0 100.0 335. REWE Verkaufsgesellschaft mit beschränkter Haftung, Cologne Germany 100.0 100.0 336. Rewe-Verlag Gesellschaft mit beschränkter Haftung, Cologne Germany 100.0 100.0 337. REWE-Versicherungsdienst-Gesellschaft mit beschränkter Haftung, Cologne Germany 100.0 100.0 338. REWE Verwaltungs- und Vertriebs GmbH, Hürth Germany 50.1 50.1 339. REWE Warenhandelsgesellschaft mbH, Cologne Germany 100.0 100.0 340. REWE Wein online GmbH, Cologne Germany 100.0 100.0 341. REWE-Zentrale-Dienstleistungsgesellschaft mbH, Cologne Germany 100.0 100.0 342. REWE-Zentralfinanz Beteiligungsgesellschaft mbH, Cologne Germany 100.0 100.0 343. REWE-ZENTRALFINANZ eG and REWE-Zentral AG GbR, Cologne Germany 100.0 100.0 344. REWE-Zentral-Handelsgesellschaft mit beschränkter Haftung, Cologne Germany 100.0 100.0 345. RG Verlag GmbH, Wiener Neudorf Austria 100.0 100.0 346. Rheika Lebensmittel Alois Sans GmbH & Co., Cologne Germany 100.0 100.0 347. R-Kauf-Märkte-Gesellschaft mit beschränkter Haftung, Cologne Germany 100.0 100.0 348. Roll-Container-Shuttle GmbH, Lehrte Germany 100.0 100.0 349. SANS-Verwaltungs-GmbH & Co. KG, Cologne Germany 94.0 94.0 350. Sapor Beteiligungsverwaltungs GmbH, Vienna Austria 0.0 0.0

351. Sapor Polen Beteiligungen Ges.m.b.H., Wiener Neudorf Austria 100.0 100.0 352. Schmidt & Co. GmbH, Cologne Germany 100.0 100.0

Schwarzwald Reisebüro Freiburg, Gesellschaft mit beschränkter Haftung, 353. Germany 81.8 81.8 Freiburg im Breisgau

354. SEKANS Grundstücks-Gesellschaft mit beschränkter Haftung, Cologne Germany 100.0 100.0 355. SELGROS Verwaltung GmbH & Co. Vermietungs-KG, Pullach i. Isartal Germany 94.0 94.0

356. Serenissima Travel Limited, London United Kingdom 100.0 100.0 357. Smart People GmbH, Cologne Germany 100.0 100.0

358. Sotavento S.A.U., Fuerteventura Spain 100.0 100.0 359. S+R Projektentwicklung Kft., Alsónémedi Hungary 100.0 100.0 360. STANDA COMMERCIALE SRL, Milan Italy 100.0 100.0 361. SÜDEMA Grundbesitz GmbH & Co. KG, Pullach i. Isartal Germany 0.0 0.0

Page 145 of 177 Percentage share No Company name and registered office Country 31 Dec. 31 Dec. 2016 2015 362. Südmarkt Olching GmbH & Co.oHG, Cologne Germany 100.0 100.0

363. Südmarkt Olching Verwaltungs GmbH, Cologne Germany 100.0 100.0 364. Supermärkte Nord Vertriebs GmbH & Co. KG, Kiel Germany 55.0 –

365. Supermärkte Nord Verwaltungs GmbH, Kiel Germany 55.0 – 366. toom Baumarkt Beteiligungsgesellschaft mbH, Cologne Germany 100.0 100.0 367. toom Baumarkt GmbH, Cologne Germany 100.0 100.0

368. toom Baustoff-Fachhandel GmbH, Cologne Germany 100.0 100.0 369. "toom"-Markt Gesellschaft mit beschränkter Haftung, Cologne Germany 100.0 100.0

370. TourContact Reisebüro Cooperation Verwaltung GmbH, Cologne Germany 100.0 100.0 371. T+R Projektentwicklung Kft., Alsónémedi Hungary 100.0 100.0

372. Ultimate Tours LLC, New York USA 70.0 70.0 373. VOBA-Reisebüro Rominger GmbH, Aalen Germany 60.0 60.0

374. Voyages Jules Verne Limited, London United Kingdom 100.0 100.0 375. Wegenstein Gesellschaft m.b.H., Wiener Neudorf Austria 100.0 100.0 376. Wilhelm Brandenburg GmbH & Co. oHG, Cologne Germany 100.0 100.0 377. Wilhelm Brandenburg Verwaltungs GmbH, Cologne Germany 100.0 100.0 378. Willi Gleichmann Gmbh. & Co. KG., Koblenz Germany 100.0 100.0 379. WISUS Beteiligungs GmbH & Co. Sechste Vermietungs-KG, Pullach i. Isartal Germany 0.0 0.0 380. WISUS Beteiligungs GmbH & Co. Vierte Vermietungs-KG, Pullach i. Isartal Germany 0.0 0.0 381. WISUS Beteiligungs GmbH & Co. Zweite Vermietungs-KG, Pullach i. Isartal Germany 0.0 0.0 382. WISUS Objekt Wangen GmbH & Co. KG, Pullach i. Isartal Germany 0.0 0.0 383. WTS Grundstücksverwaltung GmbH & Co Vermietungs KG, Pullach i. Isartal Germany 0.0 0.0 384. Württ. Reisebüro Otto Schmid GmbH & Co. KG., Ulm Germany 60.0 60.0 385. Zoo-Royal GmbH, Cologne Germany 100.0 100.0

b) Joint ventures Percentage share No Company name and registered office Country 31 Dec. 31 Dec. 2016 2015

1. COOP-ITS-TRAVEL AG, Volketswil Switzerland 50.0 50.0 2. GO VACATION VIETNAM COMPANY LIMITED, Hanoi Vietnam 49.0 –

3. PETZ REWE GmbH, Wissen Germany 50.0 50.0 4. Reisebüro Rominger actionade GmbH, Baden-Baden Germany 51.0 51.0

5. Wasgau Food Beteiligungsgesellschaft mbH, Annweiler am Trifels Germany 51.0 51.0

Page 146 of 177 c) Associates Percentage share No Company name and registered office Country 31 Dec. 31 Dec. 2016 2015

1. ACCON-RVS Accounting & Consulting GmbH, Berlin Germany 50.0 50.0 2. ADEG Zell am See GmbH, Maishofen Austria 33.4 33.4 3. DER Reisecenter TUI GmbH, Berlin Germany 50.0 50.0 4. DER Touristik Partner-Service GmbH & Co. KG, Cologne Germany 50.0 50.0

5. EKF Finanz Frankfurt GmbH, Hofheim am Taunus Germany 24.9 24.9 1 6. EKZ-HERMSDORF Objektverwaltungs GmbH & Co. Beteiligungs KG, Cologne Germany 49.0 49.0 1 7. EKZ-HERMSDORF Objektverwaltungs GmbH, Cologne Germany 49.0 49.0 1 8. EMIL e-Mobility Sharing GmbH, Salzburg Austria 25.1 49.0

9. EURELEC TRADING SCRL, Brussels Belgium 50.0 – 1 10. Go Vacation Lanka Co (Pvt) Ltd, Colombo Sri Lanka 40.0 40.0 1 11. HÜTER Einkaufszentrum GmbH & Co. KG, Wirges Germany 25.3 24.8 12. IfH Institut für Handelsforschung GmbH, Cologne Germany 20.0 20.0 1 13. Karstadt Feinkost GmbH & Co. KG, Cologne Germany 25.1 25.1 1 14. Karstadt Feinkost Verwaltungs GmbH, Cologne Germany 25.2 25.2 1 15. Klee Gartenfachmarkt Andrea Froese OHG, Göttingen Germany 20.0 20.0 16. Klee Gartenfachmarkt Christian Kempkes OHG, Chemnitz Germany 20.0 20.0 17. Klee Garten Fachmarkt Martin Podorf oHG, Düsseldorf Germany 19.9 19.9 18. Klee Gartenfachmarkt Olaf Gey OHG, Leipzig Germany 20.0 20.0 19. Klee Gartenfachmarkt Petra Gentsch OHG, Jena Germany 20.0 20.0 20. Klee Gartenfachmarkt Thomas Gemein OHG, Peißen Germany 20.0 20.0 21. Kontra Goffart GmbH & Co. KG, Stolberg Germany 62.5 62.5 22. KONTRA Lindenlauf GmbH & Co.KG, Würselen-Bardenberg Germany 60.0 60.0 23. MEDITERRANEAN TRAVEL SERVICES - INCOMING PORTUGAL S.A., Faro Portugal 35.0 35.0 24. Michael Brücken GmbH, Hagen Germany 20.0 20.0 1 Münchener Stadtrundfahrten oHG Arbeitsgemeinschaft der Firmen DER Deutsches

Reisebüro GmbH & Co. OHG. Automobilgesellschaft Rudolf Schönecker GmbH. 25. Germany 25.0 25.0 Math. Holzmair & Söhne, GmbH. Taxi München eG Genossenschaft der Münchner Taxiunternehmen, Munich

26. Oberammergau und DER Reisebüro oHG, Oberammergau Germany 50.0 50.0 2 27. Park Hotel SNC, Levallois Perret France 50.0 50.0 1

28. Prei$tour s.r.o., Prague Czech Republic 50.0 – 1 29. Prijsvrij Holding B.V., ´s-Hertogenbosch Netherlands 50.0 50.0 1 30. PT Pergi Berlibur Indonesia Ltd., Bali Indonesia 49.0 49.0 1 31. REWE Acar oHG, Salzgitter Germany 20.0 20.0

32. REWE Achenbach oHG, Bammental Germany 20.0 20.0 33. REWE Achim Huss oHG, Hanover Germany 20.0 20.0

34. REWE Adam OHG, Stromberg Germany 20.0 20.0 35. REWE Adnan Mayhoub oHG , Weyhe Germany 20.0 20.0 36. REWE Adrian OHG, Bonn Germany 20.0 20.0 37. REWE Adrian Sperlich oHG, Willingen Germany 20.0 20.0 38. REWE Aleksander Trivanovic oHG, Munich Germany 20.0 20.0

Page 147 of 177 Percentage share No Company name and registered office Country 31 Dec. 31 Dec. 2016 2015 39. REWE Alexander Borngräber oHG, Berlin Germany 20.0 –

40. REWE Alexander Goßmann oHG, Schmiedefeld Germany 20.0 20.0 41. REWE Alexander Heiden oHG, Königs Wusterhausen Germany 20.0 20.0

42. REWE Alexander Kersten oHG, Fürstenfeldbruck Germany 20.0 20.0 43. REWE Alexander Krüger oHG, Bad Kreuznach Germany 20.0 – 44. REWE Alexander Marchel oHG, Linden Germany 20.0 –

45. REWE Alexander Sangel oHG, Berlin Germany 20.0 – 46. REWE Alexander Weigelt oHG, Sachsenheim Germany 20.0 20.0

47. REWE Alexandra Frankenbach oHG, Oberndorf Germany 20.0 – 48. REWE Ali Sahin oHG, Frankfurt/Main Germany 20.0 20.0

49. REWE Andrea Ahrendt oHG, Teterow Germany 20.0 20.0 50. REWE Andrea Flammuth oHG, Cologne Germany 20.0 20.0

51. REWE Andrea Fritz oHG, Lorch Germany 20.0 20.0 52. REWE Andrea Genz oHG, Riesa Germany 20.0 20.0 53. REWE Andreas Bortar oHG, Cham Germany 20.0 20.0 54. REWE Andreas Friesen oHG, Hanover Germany 20.0 20.0 55. REWE Andreas Heilek oHG, Hamburg Germany 20.0 20.0 56. REWE Andreas Klautke oHG, Hanover Germany 20.0 20.0 57. REWE Andreas Kühnast oHG, Nahe Germany 20.0 20.0 58. REWE Andreas Kurz oHG, Abtsgmünd Germany 20.0 20.0 59. REWE Andreas Schmid oHG, Burglengenfeld Germany 20.0 20.0 60. REWE Andreas Spangl oHG, Hamburg Germany 20.0 20.0 61. REWE Andy Linde oHG, Zeuthen Germany 20.0 – 62. REWE Angelika Ber oHG, Ottersweier Germany 20.0 20.0 63. REWE Anja Jeschke oHG, Jengen Germany 20.0 – 64. REWE Annika Enders oHG, Rothenburg Germany 20.0 – 65. REWE Antje Fack oHG, Arnstadt Germany 20.0 20.0 66. REWE Anton Krieger oHG, Weitnau Germany 20.0 20.0 67. REWE Anton Wiebe oHG, Herzebrock-Clarholz Germany 20.0 – 68. REWE Arina Becker oHG, Berlin Germany 20.0 20.0

69. REWE Arkadius Jodlowiec oHG, Langenhagen Germany 20.0 20.0 70. REWE Arndt OHG, Wegberg Germany 20.0 20.0

71. REWE Arthur Becker oHG, Paderborn Germany 20.0 – 72. REWE Arthur Boos oHG, Niederkassel-Mondorf Germany 20.0 20.0 73. REWE Arthur Sattler oHG, Ebersberg Germany 20.0 20.0 74. REWE Aupperle OHG, Fellbach Germany 20.0 20.0 75. REWE Axel Flentje oHG, Hamburg Germany 20.0 20.0 76. REWE Azhari OHG, Mülheim-Kärlich Germany 20.0 20.0 77. REWE Baisch OHG, Bobelshausen Germany 20.0 20.0 78. REWE Bartholomaeus OHG, Neuwied Germany 20.0 20.0 79. REWE Beate Sader oHG, Cottbus Germany 20.0 20.0

Page 148 of 177 Percentage share No Company name and registered office Country 31 Dec. 31 Dec. 2016 2015 80. REWE Beatrix Heynckes OHG, Mönchengladbach Germany 20.0 20.0

81. REWE Becker oHG, Karlsdorf-Neuthard Germany 20.0 20.0 82. REWE Bellinger OHG, Schelklingen Germany 20.0 20.0

83. REWE Bell oHG, Blankenheim Germany 20.0 20.0 84. REWE Benedikt Kirschner oHG, Lenting Germany 20.0 20.0 85. REWE Benjamin Adam oHG, Werther Germany 20.0 20.0

86. REWE Benjamin Schober oHG, Berlin Germany 20.0 20.0 87. REWE Berdnik OHG, Munich Germany 20.0 20.0

88. REWE Bernd + Frank Lindenlauf GmbH & Co. OHG, Hückelhoven-Hilfarth Germany 20.0 20.0 89. REWE Bernd Huber oHG, Neckartenzlingen Germany 20.0 20.0

90. REWE Bernd-Josef Hoffmann OHG, Höhr-Grenzhausen Germany 20.0 20.0 91. REWE Bernd Kaffenberger oHG, Bad Vilbel Germany 20.0 20.0

92. REWE Bernd Schoeneck oHG, Berlin Germany 20.0 20.0 93. REWE Bernd Sorgalla oHG, Stade Germany 20.0 20.0 94. REWE Bernd Uderhardt oHG, Dormagen Germany 20.0 20.0 95. REWE Bernhard Scheller oHG, Dassendorf Germany 20.0 20.0 96. REWE Bert Heinrich oHG, Neuenhagen bei Berlin Germany 20.0 20.0 97. REWE Bertram Pestinger oHG, Bad Buchau Germany 20.0 20.0 98. REWE Besser OHG, Weinheim Germany 20.0 20.0 99. REWE Beu oHG, Sittensen Germany 20.0 20.0 100. REWE Binnemann oHG, Harzgerode Germany 20.0 20.0 101. REWE Birgitt Ziems oHG, Schönebeck Germany 20.0 20.0 102. REWE Björn Keyser oHG, Radebeul Germany 20.0 20.0 103. REWE Björn Rohe OHG, Cologne Germany 20.0 20.0 104. REWE Bleh oHG, Dudenhofen Germany 20.0 20.0 105. REWE Bluhm oHG, Walsrode Germany 20.0 20.0 106. REWE Böckler OHG, Waldfeucht Germany 20.0 20.0 107. REWE Bock OHG, Königswinter Germany 20.0 20.0 108. REWE Bock OHG, Schwegenheim Germany 20.0 20.0 109. REWE Bödicker oHG, Ratekau Germany 20.0 20.0

110. REWE Boie oHG, Harsefeld Germany 20.0 20.0 111. REWE Bojkow oHG, Guetersloh Germany 20.0 20.0

112. REWE Bolte oHG, Langenhagen Germany 20.0 20.0 113. REWE Bombe oHG, Neuerburg Germany 20.0 20.0 114. REWE Boris Safonov oHG, Hainburg Germany 20.0 20.0 115. REWE Bornemann oHG, Isenbüttel Germany 20.0 20.0 116. REWE Borowicz OHG, Bötzingen Germany 20.0 20.0 117. REWE Brehmer OHG, Essingen Germany 20.0 20.0 118. REWE Buchauer OHG, Oberau Germany 20.0 20.0 119. REWE Büchele OHG, Stühlingen Germany 20.0 20.0 120. REWE Buhlmann OHG, Hahnstätten Germany 20.0 20.0

Page 149 of 177 Percentage share No Company name and registered office Country 31 Dec. 31 Dec. 2016 2015 121. REWE Buhrandt OHG, Cologne Germany 20.0 20.0

122. REWE Burmeister oHG, Rosengarten/Klecken Germany 20.0 20.0 123. REWE Cammann OHG, Harsum Germany 20.0 20.0

124. REWE Carmelina Papa oHG, Gottmadingen Germany 20.0 20.0 125. REWE Carmen Pollner oHG, Munich Germany 20.0 – 126. REWE Celal Erdem oHG, Niederaula Germany 20.0 20.0

127. REWE-Center Höfling OHG, Duderstadt Germany 20.0 20.0 128. REWE-Center Rothamel OHG, Schmalkalden Germany 40.0 40.0

129. REWE Cevahir oHG, Bad Mergentheim Germany 20.0 20.0 130. REWE Cezary Szpula oHG, Bremervörde Germany 20.0 –

131. REWE Christian Bergmann oHG, Arnstadt Germany 20.0 20.0 132. REWE Christian Eggert oHG, Isernhagen Germany 20.0 –

133. REWE Christian Krüger oHG, Teltow Germany 20.0 20.0 134. REWE Christian Schmidt oHG, Hoyerswerda Germany 20.0 20.0 135. REWE Christian Schuster OHG, Daaden Germany 20.0 20.0 136. REWE Christian Seidel oHG, Oyten Germany 20.0 20.0 137. REWE Christian Springer oHG, Zwiesel Germany 20.0 – 138. REWE Christian Stecher oHG, Gau-Odernheim Germany 20.0 20.0 139. REWE Christian Stelzer oHG, Reichenbach Germany 20.0 20.0 140. REWE Christina Graep oHG, Eberswalde Germany 20.0 – 141. REWE Christina Zauske oHG, Wittingen Germany 20.0 20.0 142. REWE Christof Wenglorz oHG, Kassel Germany 20.0 20.0 143. REWE Christoph Albrecht oHG, Schöppenstedt Germany 20.0 20.0 144. REWE Christoph Bechter oHG, Babenhausen Germany 20.0 20.0 145. REWE Christopher Lannert oHG, Karlsruhe Germany 20.0 20.0 146. REWE Christopher Pickel oHG, Nuremberg Germany 20.0 – 147. REWE Cindy Wilgotzki oHG, Magdeburg Germany 20.0 20.0 148. REWE City Center Troisdorf GmbH & Co. oHG, Troisdorf Germany 20.0 20.0 149. REWE Constanze Huppert oHG, Heilbad Heiligenstadt Germany 20.0 20.0 150. REWE Craemer OHG, Euskirchen Germany 20.0 20.0

151. REWE Daehnhardt oHG, Hanover Germany 20.0 20.0 152. REWE Daniela Fischer oHG, Berlstedt Germany 20.0 20.0

153. REWE Daniela Paeplow oHG, Falkensee Germany 20.0 20.0 154. REWE Daniel Bänsch oHG, Kassel Germany 20.0 20.0 155. REWE Daniel Bunzeck oHG, Burg Germany 20.0 20.0 156. REWE Daniel Dugandzic oHG, Swisttal-Heimerzheim Germany 20.0 20.0 157. REWE Daniel Freund oHG, Blankenhain Germany 20.0 20.0 158. REWE Daniel Gehweiler oHG, Riedenburg Germany 20.0 20.0 159. REWE Daniel Kühn oHG, Berlin Germany 20.0 20.0 160. REWE Daniel Kunkel oHG, Hamburg Germany 20.0 – 161. REWE Daniel Petrat oHG, Bremen Germany 20.0 20.0

Page 150 of 177 Percentage share No Company name and registered office Country 31 Dec. 31 Dec. 2016 2015 162. REWE Daniel Rössing oHG, Willebadessen Germany 20.0 20.0

163. REWE Daniel Sturm oHG, Reichelsheim Germany 20.0 20.0 164. REWE Danny Kögler oHG, Selbitz Germany 20.0 20.0

165. REWE Danny Söllner oHG, Heldrungen Germany 20.0 20.0 166. REWE David Latta oHG, Schauenburg-Hoof Germany 20.0 20.0 167. REWE David Pohle oHG, Schwielowsee Germany 20.0 20.0

168. REWE David Stigler oHG, Munich Germany 20.0 20.0 169. REWE Davut Erdem oHG, Neuried Germany 20.0 –

170. REWE Deininger OHG, Diedorf Germany 20.0 20.0 171. REWE Dell oHG, Munich Germany 20.0 20.0

172. REWE Denise Kappenberger oHG, Roedental Germany 20.0 – 173. REWE Dennis Maul oHG, Hameln Germany 20.0 20.0

174. REWE Dettling OHG, Bad Schussenried Germany 20.0 20.0 175. REWE Deussen OHG, St. Goarshausen Germany 20.0 20.0 176. REWE De Witt OHG, Mönchengladbach Germany 20.0 20.0 177. REWE Diana Michalik oHG, Lonsee Germany 20.0 20.0 178. REWE Diedrichs oHG, Neustadt Germany 20.0 20.0 179. REWE Dieter Schneider OHG, Denzlingen Germany 20.0 20.0 180. REWE Dimitrij Herhold oHG, Hanover Germany 20.0 20.0 181. REWE Di Prospero oHG, Grafenau Germany 20.0 20.0 182. REWE Dirk Pfleger oHG, St. Augustin Germany 20.0 20.0 183. REWE Dirk Schachtschneider oHG, Leipzig Germany 20.0 20.0 184. REWE Dirr OHG, Dettingen unter Teck Germany 20.0 20.0 185. REWE Dominic Mayer oHG, Gräfenberg Germany 20.0 20.0 186. REWE Dominique Müller oHG, Dresden Germany 20.0 – 187. REWE Doreen Debert oHG, Potsdam Germany 20.0 20.0 188. REWE Douglas Toll oHG, Berlin Germany 20.0 20.0 189. REWE Dreschmann OHG, Langenfeld Germany 20.0 20.0 190. REWE Dreysse GmbH & Co. KG, Wilnsdorf Germany 28.6 28.6 191. REWE Drietchen oHG, Bad Sooden-Allendorf Germany 20.0 20.0

192. REWE Dustin Hofmann oHG, Bad Langensalza Germany 20.0 20.0 193. REWE Ebeling oHG, Goslar Germany 20.0 20.0

194. REWE Eberhardt oHG, Pfullendorf Germany 20.0 20.0 195. REWE Eckert OHG, Vaihingen an der Enz Germany 20.0 20.0 196. REWE Eddie Buder oHG, Weimar Germany 20.0 20.0 197. REWE Ederer oHG, Roding Germany 20.0 20.0 198. REWE Eduard Schulz oHG, Lemgo Germany 20.0 20.0 199. REWE Efkan Özkan oHG, Schwäbisch Gmünd Germany 20.0 20.0 200. REWE Ehlert oHG, Ulm Germany 20.0 20.0 201. REWE EinsA GmbH & Co. oHG, Herborn Germany 20.0 20.0 202. REWE Ercan oHG, Höchst im Odenwald Germany 20.0 20.0

Page 151 of 177 Percentage share No Company name and registered office Country 31 Dec. 31 Dec. 2016 2015 203. REWE Erich Fischer oHG, Eggenfelden Germany 20.0 –

204. REWE Eroglu OHG, Bonn Germany 20.0 20.0 205. REWE Ervin Helac oHG, Singen Germany 20.0 –

206. REWE Eugen Wolf oHG, Biedenkopf Germany 20.0 20.0 207. REWE Eveline Duck oHG, Pforzen Germany 20.0 20.0 208. REWE Faust OHG, Eichstetten Germany 20.0 20.0

209. REWE F. Buhlmann OHG, Cologne Germany 20.0 20.0 210. REWE Feselmayer oHG, Kümmersbruck Germany 20.0 20.0

211. REWE Fickeis oHG, Königswinter Germany 20.0 20.0 212. REWE Fili oHG, Waiblingen Germany 20.0 20.0

213. REWE Fischer oHG, Bous Germany 20.0 20.0 214. REWE Fischer OHG, Übach-Palenberg Germany 20.0 20.0

215. REWE Flemke oHG, Barmstedt Germany 20.0 20.0 216. REWE Florian Kunkel oHG, Augsburg Germany 20.0 20.0 217. REWE-Fördergesellschaft Rhein-Lahn mbH, Hürth Germany 50.0 50.0 218. REWE-Fördergesellschaft Rhein-Sieg mbH, Hürth Germany 33.6 33.6 219. REWE-Fördergesellschaft West mbH, Hürth Germany 20.0 20.0 220. REWE Franco Battistin oHG, Nandlstadt Germany 20.0 20.0 221. REWE Frank Burkhardt oHG, Asperg Germany 20.0 20.0 222. REWE Frank Fritsch oHG, Hanover Germany 20.0 20.0 223. REWE Frank Lindenlauf OHG, Heinsberg Germany 20.0 20.0 224. REWE Frank Mohaupt oHG, Bad Herrenalb Germany 20.0 20.0 225. REWE Frank Schneider oHG, Johanngeorgenstadt Germany 20.0 20.0 226. REWE Fuchs OHG, Prüm Germany 20.0 20.0 227. REWE Funk OHG, Runkel Germany 20.0 20.0 228. REWE-FÜR SIE Eigengeschäft GmbH, Cologne Germany 80.0 80.0 229. REWE-FÜR SIE Warenvertriebsgesellschaft mbH, Cologne Germany 78.7 78.7 230. REWE Garry Simshäuser oHG, Guxhagen Germany 20.0 20.0 231. REWE Gärtner oHG, Bergisch Gladbach Germany 20.0 20.0 232. REWE Gayer oHG, Feldafing Germany 20.0 20.0

233. REWE Gehringer OHG, Renningen Germany 20.0 20.0 234. REWE Geissler OHG, Wolfschlugen Germany 20.0 20.0

235. REWE Genschel oHG, Ibbenbüren Germany 20.0 20.0 236. REWE Georg Szedlak oHG, Gehrden Germany 20.0 20.0 237. REWE Gerhards OHG, Windeck-Dattenfeld Germany 20.0 20.0 238. REWE Gesell oHG, Augsburg Germany 20.0 20.0 239. REWE Gesine Hiekel oHG, Dresden Germany 20.0 20.0 240. REWE Gierke oHG, Buxtehude Germany 20.0 20.0 241. REWE Giese oHG, Springe-Eldagsen Germany 20.0 20.0 242. REWE Gnädig oHG, Bad Pyrmont Germany 20.0 20.0 243. REWE Goce Jandreoski oHG, Gütersloh Germany 20.0 20.0

Page 152 of 177 Percentage share No Company name and registered office Country 31 Dec. 31 Dec. 2016 2015 244. REWE Grafl oHG, Ulm Wiblingen Germany 20.0 20.0

245. REWE Greuloch OHG, Kirn Germany 20.0 20.0 246. REWE Gritzner OHG, Cologne Germany 20.0 20.0

247. REWE-Gruber oHG, Aßling Germany 20.0 20.0 248. REWE Grühn oHG, Lübeck Germany 20.0 20.0 249. REWE Guido Hörle oHG, Vallendar Germany 20.0 20.0

250. REWE Guido Hörnschemeyer oHG, Holdorf Germany 20.0 – 251. REWE Gülke oHG, Salzhemmendorf Germany 20.0 20.0

252. REWE Günay oHG, Bad Saulgau Germany 20.0 20.0 253. REWE Gunther Schnell OHG, Mainz Germany 20.0 20.0

254. REWE Güntner OHG, Filderstadt Germany 20.0 20.0 255. REWE Gutschendies oHG, Apensen Germany 20.0 20.0

256. REWE Gutzelnig oHG, Tegernheim Germany 20.0 20.0 257. REWE Haberkorn OHG, Mainburg Germany 20.0 20.0 258. REWE Hakan Özgüz oHG, Bremen Germany 20.0 20.0 259. REWE Halbich oHG, Emmering Germany 20.0 20.0 260. REWE Hansen oHG, Flensburg Germany 20.0 20.0 261. REWE Hans-Jürgen Schnitzer oHG, Oberstdorf Germany 20.0 20.0 262. REWE Hartges OHG, Mönchengladbach Germany 20.0 20.0 263. REWE Hartmann OHG, Daun Germany 20.0 20.0 264. REWE Hasenöhrl OHG, Sindelfingen Germany 20.0 20.0 265. REWE Hauber oHG, Wiesloch Germany 20.0 20.0 266. REWE Hegedüs oHG, Hamburg Germany 20.0 20.0 267. REWE Heide Drotleff oHG, Straubing Germany 20.0 20.0 268. REWE Heike Knappe oHG, Fredersdorf-Vogelsdorf Germany 20.0 20.0 269. REWE Heinz Schmitz oHG, Gangelt-Birgden Germany 20.0 20.0 270. REWE Hendryk Kania oHG, Berlin Germany 20.0 20.0 271. REWE Hennigs oHG, Hildesheim Germany 20.0 20.0 272. REWE Herbel OHG, Rommerskirchen Germany 20.0 20.0 273. REWE Heribert Alschbach oHG, Viersen Germany 20.0 20.0

274. REWE Heynckes OHG, Mönchengladbach Germany 20.0 20.0 275. REWE Höcker OHG, Herrsching Germany 20.0 20.0

276. REWE Hodyra oHG, Kreuzau Germany 20.0 20.0 277. REWE Hofheinz oHG, Nideggen Germany 20.0 20.0 278. REWE Holger Gaul oHG, Berlin/Schmöckwitz Germany 20.0 20.0 279. REWE Holger Rohe OHG, Cologne Germany 20.0 20.0 280. REWE Holy oHG, Ulm Germany 20.0 20.0 281. REWE Homes oHG, Braunschweig Germany 20.0 20.0 282. REWE Höne oHG, Bad Fallingbostel Germany 20.0 20.0 283. REWE Huber oHG, Horneburg Germany 20.0 20.0 284. REWE Hufnagl OHG, Fürstenzell Germany 20.0 20.0

Page 153 of 177 Percentage share No Company name and registered office Country 31 Dec. 31 Dec. 2016 2015 285. REWE Ilka Schilling oHG, Berlin Germany 20.0 20.0

286. REWE Ilona El Beshawi oHG, Gersthofen Germany 20.0 20.0 287. REWE Ines Wolf oHG, Falkenberg Germany 20.0 20.0

288. REWE Ioannis Mouratidis oHG, Munich Germany 20.0 20.0 289. REWE Izzet Türköz oHG, Altusried Germany 20.0 20.0 290. REWE Jacqueline Orschel oHG, Großengottern Germany 20.0 20.0

291. REWE Jahn oHG, Hilders Germany 20.0 20.0 292. REWE Jakubek OHG, Bergisch Gladbach Germany 20.0 20.0

293. REWE Jana Giessler oHG, Bad Berka Germany 20.0 20.0 294. REWE Jana Hoch oHG, Hohenmölsen Germany 20.0 20.0

295. REWE Janet Pomian oHG, Guben Germany 20.0 20.0 296. REWE Janine Matthes oHG, Berlin Germany 20.0 20.0

297. REWE Jan Kaiser oHG, Uslar Germany 20.0 20.0 298. REWE Jan Müller oHG, Bitburg Germany 20.0 20.0 299. REWE Janssen oHG, Nordenham Germany 20.0 20.0 300. REWE Janzen oHG, Oldenburg Germany 20.0 20.0 301. REWE Jasmin Wahl oHG, Burghaun Germany 20.0 20.0 302. REWE Jens Föllner oHG, Halberstadt Germany 20.0 20.0 303. REWE Jens Heimbrodt oHG, Dallgow-Doeberitz Germany 20.0 20.0 304. REWE Jochen Widmann oHG, Ehingen Germany 20.0 20.0 305. REWE Jochen Ziegler GmbH & Co. OHG, Cologne Germany 20.0 20.0 306. REWE Jonuscheit oHG, Lengede Germany 20.0 20.0 307. REWE Jörg Randebrock oHG, Wesseling Germany 20.0 – 308. REWE Jörg Schäfer OHG, Bad Neuenahr-Ahrweiler Germany 20.0 20.0 309. REWE Josephine Weigl oHG, Erfurt/Rieth Germany 20.0 20.0 310. REWE Jürgen Maziejewski oHG, Cologne-Braunsfeld Germany 20.0 20.0 311. REWE Jürgen Mück oHG, Haßfurt Germany 20.0 20.0 312. REWE Jürgen Müller oHG, Röttenbach Germany 20.0 20.0 313. REWE Jürgen Petersamer oHG, Deggendorf Germany 20.0 – 314. REWE Jürgen Pouwels oHG, Lingen Germany 20.0 20.0

315. REWE Juri Judow oHG, Calberlah Germany 20.0 – 316. REWE Käfer OHG, Wüstenrot Germany 20.0 20.0

317. REWE Kai Uwe Grasmück oHG, Fulda Germany 20.0 20.0 318. REWE Kai Windmüller oHG, Hoppegarten Germany 20.0 20.0 319. REWE Karaaslan oHG, Heidelberg Germany 20.0 20.0 320. REWE Karen Laute OHG, Brandenburg Germany 20.0 20.0 321. REWE Karl Kieseler oHG, Sassnitz Germany 20.0 20.0 322. REWE Katharina Schell oHG, Hanover Germany 20.0 20.0 323. REWE Kathrin Balcke oHG, Kaufungen Germany 20.0 20.0 324. REWE Katja Ißleib oHG, Eisenach Germany 20.0 20.0 325. REWE Katja Nehlert oHG, Roßleben Germany 20.0 20.0

Page 154 of 177 Percentage share No Company name and registered office Country 31 Dec. 31 Dec. 2016 2015 326. REWE Katrin May oHG, Lauterbach Germany 20.0 20.0

327. REWE Keckstein oHG, Arnstein Germany 20.0 20.0 328. REWE Kelterbaum oHG, Troisdorf Germany 20.0 20.0

329. REWE Kerstin Bradtke oHG, Gmund Germany 20.0 – 330. REWE Kerstin Dreißig oHG, Ohrdruf Germany 20.0 – 331. REWE K. Esser oHG, Aachen Germany 20.0 20.0

332. REWE Kessler OHG, Eberbach Germany 20.0 20.0 333. REWE Kiezko oHG, Hildesheim Germany 20.0 20.0

334. REWE Kim Ide oHG, Elmshorn Germany 20.0 20.0 335. REWE Klaus-Dieter Scholz oHG, Hanover Germany 20.0 20.0

336. REWE Klaus Eßwein oHG, Hagenbach Germany 20.0 20.0 337. REWE Klaus Scheider oHG, Wiesbaden Germany 20.0 –

338. REWE Klein oHG, Erlangen Germany 20.0 20.0 339. REWE Kleinschmidt OHG, Lindlar Germany 20.0 20.0 340. REWE Kleudgen OHG, Adelsheim Germany 20.0 20.0 341. REWE Klingenberg oHG, Gaggenau Germany 20.0 20.0 342. REWE Klings oHG, Helmstedt Germany 20.0 20.0 343. REWE Knichel OHG, Morbach Germany 20.0 20.0 344. REWE Knoepffler oHG, Magdeburg Germany 20.0 20.0 345. REWE Koc oHG, Eching am Ammersee Germany 20.0 20.0 346. REWE Koll OHG, Kürten Germany 20.0 20.0 347. REWE Kornelius Golbik oHG, Mömbris Germany 20.0 20.0 348. REWE Körner oHG, Cremlingen Germany 20.0 20.0 349. REWE Kortmann oHG, Nienburg Germany 20.0 20.0 350. REWE Köstermann oHG, Gnarrenburg Germany 20.0 20.0 351. REWE Kost OHG, Spraitbach Germany 20.0 20.0 352. REWE Krause oHG, Uelzen Germany 20.0 20.0 353. REWE Kriegel oHG, Erolzheim Germany 20.0 20.0 354. REWE Kroppen OHG, Grefrath Germany 20.0 20.0 355. REWE Kubicki oHG, Weilheim an der Teck Germany 20.0 20.0

356. REWE Kubinski oHG, Hanover Germany 20.0 20.0 357. REWE Kühme OHG, Extertal Germany 20.0 20.0

358. REWE Kunkel oHG, Kempten Germany 20.0 20.0 359. REWE Kurz OHG, Aalen Germany 20.0 20.0 360. REWE Labinot Asllani oHG, Lichtenstein Germany 20.0 – 361. REWE Lamm OHG, Siegen-Weidenau Germany 20.0 20.0 362. REWE Lang OHG, Korb Germany 20.0 20.0 363. REWE Lankenau oHG, Bremen Germany 20.0 20.0 364. REWE Lars Markus oHG, Bad Driburg Germany 20.0 20.0 365. REWE Lars Meyer oHG, Bremen Germany 20.0 20.0 366. REWE Last oHG, Edewecht Germany 20.0 20.0

Page 155 of 177 Percentage share No Company name and registered office Country 31 Dec. 31 Dec. 2016 2015 367. REWE Laugs OHG, Selfkant Germany 20.0 20.0

368. REWE Legner OHG, Bretten Germany 20.0 20.0 369. REWE Leitenstorfer OHG, Markt Indersdorf Germany 20.0 20.0

370. REWE Lienert OHG, Backnang Germany 20.0 20.0 371. REWE Lindenlauf OHG, Hückelhoven Germany 20.0 20.0 372. REWE Luisa Bühl oHG, Hirschaid Germany 20.0 20.0

373. REWE Lukas Nonn oHG, Hadamar Germany 20.0 – 374. REWE Lukas OHG, Stephanskirchen Germany 20.0 20.0

375. REWE Lutterbach oHG, Paderborn Germany 20.0 20.0 376. REWE Lutz Ahlers oHG, Pattensen Germany 20.0 20.0

377. REWE Lutz OHG, Sinsheim Germany 20.0 20.0 378. REWE Maik Bahr oHG, Berlin / Buckow Germany 20.0 20.0

379. REWE Majorow oHG, Hanover Germany 20.0 20.0 380. REWE Mändle oHG, Neu-Ulm-Pfuhl Germany 20.0 20.0 381. REWE Mandy Bronsert oHG, Leipzig Germany 20.0 20.0 382. REWE Mandy Moeller oHG, Schleusingen Germany 20.0 20.0 383. REWE Manja Baer oHG, Schkeuditz Germany 20.0 20.0 384. REWE Manuela Greger oHG, Chemnitz Germany 20.0 20.0 385. REWE Manuela Renic oHG, Meßkirch Germany 20.0 20.0 386. REWE Manuel Kaiser oHG, Dautphe Germany 20.0 – 387. REWE Manuel Pfeffer oHG, Merkendorf Germany 20.0 20.0 388. REWE Marc Adams oHG, Nonnweiler-Otzenhausen Germany 20.0 20.0 389. REWE Marcel Claus oHG, Chemnitz Germany 20.0 20.0 390. REWE Marcel Doeveling oHG, Paderborn Germany 20.0 20.0 391. REWE Marcel Fiebig oHG, Nordhausen Germany 20.0 20.0 392. REWE Marcel Peters oHG, Isernhagen Germany 20.0 – 393. REWE Marcos Schiersch oHG, Tostedt Germany 20.0 20.0 394. REWE Marco Sterna oHG, Berlin Germany 20.0 20.0 395. REWE Marco Weiß oHG, Bremen Germany 20.0 20.0 396. REWE Marcus Günther oHG, Pössneck Germany 20.0 20.0

397. REWE Marcus Morrone oHG, Aschaffenburg Germany 20.0 20.0 398. REWE Marén Hünecke oHG, Bad Nenndorf Germany 20.0 20.0

399. REWE Mario Kachel oHG, Tambach-Dietharz Germany 20.0 20.0 400. REWE-Markt Adolph OHG, Katlenburg Germany 20.0 20.0 401. REWE-Markt Ahmer oHG, Diemelstadt Germany 20.0 20.0 402. REWE-Markt Alberts oHG, Harsewinkel Germany 20.0 20.0 403. REWE-Markt Alexander Beinecke oHG, Erfurt Germany 20.0 20.0 404. REWE Markt Alexander Pohl oHG, Halle (Saale) Germany 20.0 20.0 405. REWE-Markt Altergott OHG, Bevern Germany 20.0 20.0 406. REWE-Markt Amrell OHG, Suhl Germany 20.0 20.0 407. REWE-Markt Anderlik OHG, Neustadt b. Coburg Germany 20.0 20.0

Page 156 of 177 Percentage share No Company name and registered office Country 31 Dec. 31 Dec. 2016 2015 408. REWE-Markt Andrea Hasenau OHG, Großenlüder Germany 20.0 20.0

409. REWE Markt Andrea Retzler oHG, Bad Liebenwerda Germany 20.0 20.0 410. REWE Markt Andreas Fleischer oHG, Wustermark Germany 20.0 20.0

411. REWE Markt Andreas Gommlich oHG, Heidenau Germany 20.0 20.0 412. REWE Markt Andreas Lück oHG, Oranienburg Germany 20.0 20.0 413. REWE Markt Angela Krauße oHG, Erfurt Germany 20.0 20.0

414. REWE Markt Anja Wirker oHG, Dresden Germany 20.0 20.0 415. REWE Markt Anke Baumeister oHG, Zehdenick Germany 20.0 20.0

416. REWE Markt Annett Drieschner oHG, Oelsnitz Germany 20.0 20.0 417. REWE Markt Annett Peuser oHG, Halle (Saale) Germany 20.0 20.0

418. REWE-Markt Bakalla OHG, Olsberg Germany 20.0 20.0 419. REWE-Markt Bauer oHG, Wilhelmsthal-Steinberg Germany 20.0 20.0

420. REWE-Markt Baum oHG, Ilmenau Germany 20.0 20.0 421. REWE-Markt Baum OHG, Schwabach Germany 20.0 20.0 422. REWE-Markt Becker oHG, Bad Rodach Germany 20.0 20.0 423. REWE-Markt Becker OHG, Paderborn Germany 20.0 20.0 424. REWE Markt Beinecke OHG, Erfurt Germany 20.0 20.0 425. REWE-Markt Bergmann oHG, Großbreitenbach Germany 20.0 20.0 426. Rewe-Markt Bernhardt-Schäfer OHG, Wetzlar-Nauborn Germany 20.0 20.0 427. REWE Markt Berszinski OHG, Kassel Germany 20.0 20.0 428. REWE-Markt Beume OHG, Kassel Germany 20.0 20.0 429. REWE Markt Bianka Bonesky oHG, Chemnitz Germany 20.0 20.0 430. REWE Markt Bianka Hesse oHG, Schwarzheide Germany 20.0 20.0 431. REWE Markt Bierwirth OHG, Schöllkrippen Germany 20.0 20.0 432. REWE-Markt Bierwirth OHG, Seesen Germany 20.0 20.0 433. REWE-Markt Binder OHG, Hersbruck Germany 20.0 20.0 434. REWE-Markt Bleifuß OHG, Kleinheubach Germany 20.0 20.0 435. REWE - Markt Bobsien OHG, Zarrentin Germany 20.0 20.0 436. REWE-Markt Borkmann oHG, Kaltennordheim Germany 20.0 20.0 437. REWE-Markt Bosen oHG, Brühl Germany 20.0 20.0

438. REWE-Markt Brähler OHG, Eiterfeld Germany 20.0 20.0 439. REWE-Markt Brendel oHG, Kronach Germany 20.0 20.0

440. REWE-Markt Bruch OHG, Breidenbach Germany 20.0 20.0 441. REWE-Markt Brückner oHG, Mücke Germany 20.0 20.0 442. REWE-Markt Bunke OHG, Apolda Germany 20.0 20.0 443. REWE-Markt Burkard OHG, Hirschaid-Sassanfahrt Germany 20.0 20.0 444. REWE-Markt Burkhardt OHG, Niederorschel Germany 20.0 20.0 445. REWE-Markt Busche OHG, Einbeck Germany 20.0 20.0 446. REWE Markt Carmen Jänisch OHG, Berlin Germany 20.0 20.0 447. REWE Markt Carola Rautenberg oHG, Freital Germany 20.0 20.0 448. REWE Markt Christina Kühne oHG, Leipzig Germany 20.0 20.0

Page 157 of 177 Percentage share No Company name and registered office Country 31 Dec. 31 Dec. 2016 2015 449. REWE-Markt Christine Arnold oHG, Sangerhausen Germany 20.0 20.0

450. REWE Markt Christine Kutrieb oHG, Templin Germany 20.0 20.0 451. REWE Markt Claudia Fischer oHG, Nuthetal Germany 20.0 20.0

452. REWE Markt Cornelia Awischus oHG, Leipzig/Lausen Germany 20.0 20.0 453. REWE Markt Daniela Ketzscher oHG, Dresden Germany 20.0 20.0 454. REWE Markt Daniel Reiche oHG, Leipzig Germany 20.0 20.0

455. REWE-Markt Dathe oHG, Bad Blankenburg Germany 20.0 20.0 456. REWE-Markt Dennis Henke oHG, Brieselang Germany 20.0 20.0

457. REWE Markt Detlef Schumacher oHG, Görlitz Germany 20.0 20.0 458. REWE Markt Diana Martens oHG, Grimmen Germany 20.0 20.0

459. REWE-Markt Dicke oHG, Bad Wünnenberg Germany 20.0 20.0 460. REWE Markt Dieter Gabrich oHG, Velten Germany 20.0 20.0

461. REWE Markt Dietmar Palm oHG, Neuhardenberg Germany 20.0 20.0 462. REWE-Markt Dönch oHG, Allendorf (Eder)-Battenfeld Germany 20.0 20.0 463. REWE Markt Doreen Urban oHG, Forst Germany 20.0 20.0 464. REWE Markt Doris Nerlich OHG, Cottbus Germany 20.0 20.0 465. REWE-Markt Eckart OHG, Biebergemünd Germany 20.0 20.0 466. REWE-Markt Effmert OHG, Gerbrunn Germany 20.0 20.0 467. REWE-Markt Ehlert OHG, Fuldatal-Rothwesten Germany 20.0 20.0 468. REWE-Markt Ehlert OHG, Grebenstein Germany 20.0 20.0 469. REWE-Markt Eigner oHG, Schwarzenfeld Germany 20.0 20.0 470. REWE-Markt Eisenhuth OHG, Künzell Germany 20.0 20.0 471. REWE Markt Elke Holzer oHG, Hoppegarten Germany 20.0 20.0 472. REWE Markt Elvira Richter oHG, Bad Düben Germany 20.0 20.0 473. REWE-Markt Elvira Walter oHG, Neusorg Germany 20.0 20.0 474. REWE-Markt Engelhardt OHG, Hüttenberg-Rechtenbach Germany 20.0 20.0 475. REWE - Markt Engelhaupt oHG, Memmelsdorf-Lichteneiche Germany 20.0 20.0 476. REWE Markt Eric Wildenhain oHG, Dessau-Roßlau Germany 20.0 20.0 477. REWE-Markt Esser OHG, Rheinbach Germany 20.0 20.0 478. REWE-Markt Fackelmann OHG, Sömmerda Germany 20.0 20.0

479. REWE-Markt Faulhammer oHG, Herborn Germany 20.0 20.0 480. REWE-Markt Fix oHG, Neunkirchen am Sand Germany 20.0 20.0

481. REWE-Markt Förster OHG, Mücheln Germany 20.0 20.0 482. REWE Markt Frank Jähnel oHG, Jessen Germany 20.0 20.0 483. REWE Markt Frank Scharschuh OHG, Radebeul Germany 20.0 20.0 484. REWE Markt Frank Zander oHG, Leipzig Germany 20.0 20.0 485. REWE-Markt Franz oHG, Giebelstadt Germany 20.0 20.0 486. REWE-Markt Fricke OHG, Homberg (Ohm) Germany 20.0 20.0 487. REWE-Markt Fröhlich OHG, Nuremberg Germany 20.0 20.0 488. REWE-Markt Fröhlich-Wehner OHG, Maßbach Germany 20.0 20.0 489. REWE-Markt Fuchs OHG, Karben Germany 20.0 20.0

Page 158 of 177 Percentage share No Company name and registered office Country 31 Dec. 31 Dec. 2016 2015 490. REWE-Markt Fürst oHG, Wiesau Germany 20.0 20.0

491. REWE Markt Gabriele Pfeiffer OHG, Halle Germany 20.0 20.0 492. REWE-Markt Geißler oHG, Neuhaus a. Rennweg Germany 20.0 20.0

493. REWE-Markt Gerd Carl oHG, Plech Germany 20.0 20.0 494. REWE-Markt Gert oHG, Paderborn Germany 20.0 20.0 495. REWE-Markt Gippert GmbH & Co. oHG, Moringen Germany 20.0 20.0

496. REWE-Markt Glemser oHG, Würzburg Germany 20.0 20.0 497. REWE-Markt Glock GmbH & Co. OHG, Suhl Germany 20.0 20.0

498. REWE-Markt Glück OHG, Rudolstadt Germany 20.0 20.0 499. REWE-Markt Göbel GmbH & Co. OHG, Teistungen Germany 20.0 20.0

500. REWE-Markt Götzelmann oHG, Gerolzhofen Germany 20.0 20.0 501. REWE-Markt Graf OHG, Markt Erlbach Germany 20.0 20.0

502. REWE Markt Grit Melka oHG, Neubrandenburg Germany 20.0 20.0 503. REWE-Markt Groß OHG, Kassel Germany 20.0 20.0 504. REWE Markt Gudrun Richter oHG, Leipzig Germany 20.0 20.0 505. REWE-Markt Gürntke oHG, Bad Lausick Germany 20.0 20.0 506. REWE-Markt Häber oHG, Röthenbach a.d. Pegnitz Germany 20.0 20.0 507. REWE-Markt Hagemeier OHG, Bad Arolsen Germany 20.0 20.0 508. REWE Markt Hans-Georg Möller oHG, Borsdorf Germany 20.0 20.0 509. REWE-Markt Harbig OHG, Nabburg Germany 20.0 20.0 510. REWE-Markt Hauke OHG, Wildflecken Germany 20.0 20.0 511. REWE-Markt Heidrich OHG, Erndtebrück Germany 20.0 20.0 512. REWE Markt Heike Kaiser OHG, Auerbach Germany 20.0 20.0 513. REWE Markt Heike Kockejei oHG, Großräschen Germany 20.0 20.0 514. REWE Markt Heike Winter oHG, Leipzig Germany 20.0 20.0 515. REWE-Markt Heimann OHG, Waischenfeld Germany 20.0 20.0 516. REWE-Markt Heinisch oHG, Himmelkron Germany 20.0 20.0 517. REWE - Markt Heinze OHG, Edermünde Germany 20.0 20.0 518. REWE-Markt Hellrung oHG, Ebeleben Germany 20.0 20.0 519. REWE - Markt Helmetag OHG, Marsberg Germany 20.0 20.0

520. REWE-Markt Helmreich OHG, Ebelsbach Germany 20.0 20.0 521. REWE-Markt Hempel GmbH & Co oHG, Erfurt Germany 20.0 20.0

522. REWE Markt Henkel OHG, Gründau Germany 20.0 20.0 523. REWE-Markt Hennrich OHG, Wächtersbach Germany 20.0 20.0 524. REWE-Markt Hensel oHG, Niestetal Germany 20.0 20.0 525. REWE-Markt Hentzel OHG, Georgensgmünd Germany 20.0 20.0 526. REWE-Markt Herrmann OHG, Heinersreuth Germany 20.0 20.0 527. REWE-Markt Herröder oHG, Freigericht Germany 20.0 20.0 528. REWE-Markt Herzberg OHG, Hauneck-Unterhaun Germany 20.0 20.0 529. REWE-Markt Herzing OHG, Gedern Germany 20.0 20.0 530. REWE-Markt Hess oHG, Fuldabrück Germany 20.0 20.0

Page 159 of 177 Percentage share No Company name and registered office Country 31 Dec. 31 Dec. 2016 2015 531. REWE - Markt Hetzer oHG, Leuna Germany 20.0 20.0

532. REWE-Markt Hinderer OHG, Hünfeld Germany 20.0 20.0 533. REWE-Markt Hinz OHG, Kölleda Germany 20.0 20.0

534. REWE-Markt Hofmann oHG, Ebensfeld Germany 20.0 20.0 535. REWE-Markt Hofmann oHG, Gera Germany 20.0 20.0 536. REWE-Markt Hofmann oHG, Linsengericht Germany 20.0 20.0

537. REWE-Markt Hofmann OHG, Ochsenfurt Germany 20.0 20.0 538. REWE-Markt Höhne OHG, Nordhausen Germany 20.0 20.0

539. REWE-Markt Hoh oHG, Scheßlitz Germany 20.0 20.0 540. REWE-Markt Hollweg oHG, Helmbrechts Germany 20.0 20.0

541. REWE-Markt Holtz OHG, Dörentrup Germany 20.0 20.0 542. REWE-Markt Höppner oHG, Küps Germany 20.0 20.0

543. REWE Markt Immo Grollmisch oHG, Quedlinburg Germany 20.0 20.0 544. REWE Markt Ines Hoppe OHG, Meissen Germany 20.0 20.0 545. REWE Markt Ines Sackel oHG, Brandenburg an der Havel Germany 20.0 20.0 546. REWE Markt Ingrid Stein oHG, Penig Germany 20.0 20.0 547. REWE Markt Iris Schmidt oHG, Berlin Germany 20.0 20.0 548. REWE Markt Jana Büttner oHG, Schwerin Germany 20.0 20.0 549. REWE Markt Jan Radke OHG, Lübbenau Germany 20.0 20.0 550. REWE-Markt Jaqueline Podschun oHG, Braunsbedra Germany 20.0 20.0 551. REWE Markt Jens Geidel oHG, Delitzsch Germany 20.0 20.0 552. REWE-Markt Johannes Hösch OHG, Freudenberg Germany 20.0 20.0 553. REWE-Markt Judas OHG, Maxhütte-Haidhof Germany 20.0 20.0 554. REWE Markt Juliane Hoff oHG, Berlin Germany 20.0 20.0 555. REWE-Markt Jürgens oHG, Willingen Germany 20.0 20.0 556. REWE Markt Jutta Reiher oHG, Lutherstadt Wittenberg Germany 20.0 20.0 557. REWE-Markt Kahle OHG, Groß-Schneen Germany 20.0 20.0 558. REWE-Markt Kaiser OHG, Fronhausen Germany 20.0 20.0 559. REWE-Markt Kalbhenn OHG, Uder Germany 20.0 20.0 560. REWE-Markt Kanne OHG, Steinheim Germany 20.0 20.0

561. REWE-Markt Karsubke OHG, Göttingen Germany 20.0 20.0 562. REWE-Markt Kehr OHG, Bad Zwesten Germany 20.0 20.0

563. REWE-Markt Kellner oHG, Speichersdorf Germany 20.0 20.0 564. REWE-Markt Kelm OHG, Kassel Germany 20.0 20.0 565. REWE-Markt Kerkau OHG, Lauenförde Germany 20.0 20.0 566. REWE-Markt Kerschensteiner oHG, Langenzenn Germany 20.0 20.0 567. REWE Markt Kerstin Daedelow oHG, Berlin Germany 20.0 20.0 568. REWE Markt Kerstin Holz oHG, Neubrandenburg Germany 20.0 20.0 569. REWE Markt Kerstin Radke oHG, Senftenberg Germany 20.0 20.0 570. REWE Markt Kerstin Schumacher oHG, Cottbus Germany 20.0 20.0 571. REWE Markt Kerstin Vogel oHG, Cottbus Germany 20.0 20.0

Page 160 of 177 Percentage share No Company name and registered office Country 31 Dec. 31 Dec. 2016 2015 572. REWE-Markt Kieffer GmbH & Co. oHG, Camburg Germany 20.0 20.0

573. REWE-Markt Kirsch OHG, Geisa Germany 20.0 20.0 574. REWE-Markt Kiwitt oHG, Detmold Germany 20.0 20.0

575. REWE-Markt Klatt oHG, Marktrodach Germany 20.0 20.0 576. REWE-Markt Klocke oHG, Lage Germany 20.0 20.0 577. REWE-Markt Knapp OHG, Frielendorf Germany 20.0 20.0

578. REWE Markt Knapp OHG, Neukirchen Germany 20.0 20.0 579. REWE Markt Knut Schulz oHG, Jüterbog Germany 20.0 20.0

580. REWE-Markt Koch OHG, Vacha Germany 20.0 20.0 581. REWE-Markt Köhler oHG, Hildesheim Germany 19.9 19.9

582. REWE-Markt Kohl OHG, Fernwald Germany 20.0 20.0 583. REWE-Markt König OHG, Kassel Germany 20.0 20.0

584. REWE-Markt Köppl oHG, Bamberg-Gaustadt Germany 20.0 20.0 585. REWE - Markt Korte oHG, Brakel Germany 20.0 20.0 586. REWE-Markt Krämer oHG, Eschenburg-Wissenbach Germany 20.0 20.0 587. REWE-Markt Kramer OHG, Löhnberg Germany 20.0 20.0 588. REWE-Markt Kranich OHG, Wetter Germany 20.0 20.0 589. REWE-Markt Krause oHG, Herzogenaurach Germany 20.0 20.0 590. REWE-Markt Krause OHG, Stadtoldendorf Germany 20.0 20.0 591. REWE-Markt Krauße OHG, Erfurt Germany 20.0 20.0 592. REWE-Markt Kraußer OHG, Apolda Germany 20.0 20.0 593. REWE Markt Kristina Feibig oHG, Berlin Germany 20.0 20.0 594. REWE-Markt Krodel OHG, Pressath Germany 20.0 20.0 595. REWE-Markt Krumbach OHG, Augustdorf Germany 20.0 20.0 596. REWE-Markt Krüper OHG, Reinhardshagen Germany 20.0 20.0 597. REWE-Markt Kubitza oHG, Leopoldshöhe Germany 20.0 20.0 598. REWE-Markt Lauterbach oHG, Gräfenroda Germany 20.0 20.0 599. REWE-Markt Leifholz OHG, Lügde Germany 20.0 20.0 600. REWE-Markt Lemp OHG, Heuchelheim Germany 20.0 20.0 601. REWE-Markt Lichtenberg GmbH & Co. OHG, Heilbad Heiligenstadt Germany 20.0 20.0

602. REWE Markt Linß OHG, Steinach Germany 20.0 20.0 603. REWE-Markt Löhner oHG, Schwarzenbach/Wald Germany 20.0 20.0

604. Rewe-Markt Lütge oHG, Lamspringe Germany 19.9 19.9 605. REWE-Markt Lüttmann OHG, Rauschenberg Germany 20.0 20.0 606. REWE Markt Lutz Hovest oHG, Berlin Germany 20.0 20.0 607. REWE-Markt Lutz oHG, Würzburg Germany 20.0 20.0 608. REWE Markt Lutz Spickermann oHG, Leipzig Germany 20.0 20.0 609. REWE - Markt Maenz oHG, Herleshausen Germany 20.0 20.0 610. REWE Markt Maik Böttger oHG, Dresden Germany 20.0 20.0 611. REWE Markt Manuela Böhme OHG, Leipzig Germany 20.0 20.0 612. REWE-Markt Manuela Busche oHG, Einbeck Germany 20.0 20.0

Page 161 of 177 Percentage share No Company name and registered office Country 31 Dec. 31 Dec. 2016 2015 613. REWE Markt Manuela Rottgardt oHG, Dippoldiswalde Germany 20.0 20.0

614. REWE Markt Marcel Bartsch oHG, Berlin Germany 20.0 20.0 615. REWE Markt Marcel Engels oHG, Berlin Germany 20.0 20.0

616. REWE Markt Marcin Paczek oHG, Berlin Germany 20.0 20.0 617. REWE Markt Marion Ludwig oHG, Ballenstedt Germany 20.0 20.0 618. REWE Markt Marko Krämer oHG, Hettstedt Germany 20.0 20.0

619. REWE Markt Marlene Kramer oHG, Berlin Germany 20.0 20.0 620. REWE-Markt Martin OHG, Flieden Germany 20.0 20.0

621. REWE Markt Mathias Lehmann oHG, Neubrandenburg Germany 20.0 20.0 622. Rewe Markt Matthias Becker oHG, Prenzlau Germany 20.0 20.0

623. REWE Markt Matthias Görlitz oHG, Berlin Germany 20.0 20.0 624. REWE-Markt Matthias Jacobs OHG, Rosdorf Germany 20.0 20.0

625. REWE Markt Matthias Peikert oHG, Dresden Germany 20.0 20.0 626. REWE-Markt Matthias Schneider oHG, Bischofsheim Germany 20.0 20.0 627. REWE - Markt Mayer oHG, Ebermannstadt Germany 20.0 20.0 628. REWE-Markt Meserjakov OHG, Altenstadt-Oberau Germany 20.0 20.0 629. REWE-Markt Messerschmidt OHG, Kirchheim Germany 20.0 20.0 630. Rewe-Markt Meyer OHG, Bad Münster am Stein Germany 20.0 20.0 631. REWE Markt Michael Batz oHG, Potsdam Germany 20.0 20.0 632. REWE Markt Michael Günther oHG, Dresden Germany 20.0 20.0 633. REWE Markt Michael Siebert oHG, Basdorf Germany 20.0 20.0 634. REWE Markt Michael Wörner oHG, Berlin Germany 20.0 20.0 635. REWE Markt Mike Gabrich oHG, Leegebruch Germany 20.0 20.0 636. REWE-Markt Mischke oHG, Bad Staffelstein Germany 20.0 20.0 637. REWE-Markt Möhring OHG, Bodenwerder Germany 20.0 20.0 638. REWE-Markt Mohr OHG, Homberg/Efze Germany 20.0 20.0 639. REWE-Markt Mörl oHG, Saalfeld/Saale Germany 20.0 20.0 640. REWE-Markt Möser oHG, Rabenau Germany 20.0 20.0 641. REWE-Markt Möwes OHG, Göttingen Germany 20.0 20.0 642. REWE-Markt Müller oHG, Neustadt an der Orla Germany 20.0 20.0

643. REWE-Markt Müller OHG, Stadtsteinach Germany 20.0 20.0 644. REWE-Markt Mumme oHG, Bielefeld Germany 20.0 20.0

645. REWE-Markt Nagler oHG, Greifenstein Germany 20.0 20.0 646. REWE-Markt Naumann GmbH & Co. OHG, Cölbe Germany 20.0 20.0 647. REWE-Markt Neitzel OHG, Bestwig Germany 20.0 20.0 648. REWE-Markt Neubauer OHG, Eisfeld Germany 20.0 20.0 649. REWE-Markt Nicolas Heiderich oHG, Anröchte Germany 20.0 20.0 650. REWE Markt Nico Schwiteilo oHG, Dresden Germany 20.0 20.0 651. REWE-Markt Nies OHG, Hungen Germany 20.0 20.0 652. REWE-Markt Peetz OHG, Fürth Germany 20.0 20.0 653. REWE Markt Peter Koppenhagen oHG, Brandenburg an der Havel Germany 20.0 20.0

Page 162 of 177 Percentage share No Company name and registered office Country 31 Dec. 31 Dec. 2016 2015 654. REWE Markt Peter Lehmann oHG, Potsdam Germany 20.0 20.0

655. REWE Markt Petra Götz oHG, Greifswald Germany 20.0 20.0 656. REWE Markt Petra Luda oHG, Brandenburg Germany 20.0 20.0

657. REWE-Markt Pfennig oHG, Felsberg Germany 20.0 20.0 658. REWE-Markt Pippel OHG, Medebach Germany 20.0 20.0 659. REWE-Markt Plank OHG, Erlangen Germany 20.0 20.0

660. REWE-Markt Plötz OHG, Weilburg Germany 20.0 20.0 661. REWE-Markt Popplow oHG, Florstadt Germany 20.0 20.0

662. REWE-Markt Preisner OHG, Hardegsen Germany 20.0 20.0 663. REWE-Markt Prieto-Pacheco oHG, Volkach Germany 20.0 20.0

664. REWE Markt Rädel oHG, Bestensee Germany 20.0 20.0 665. REWE-Markt Rademacher OHG, Warburg Germany 20.0 20.0

666. REWE-Markt Rainer Lapp oHG, Büdingen Germany 20.0 20.0 667. REWE Markt Ramona Kratochwill oHG, Berlin Germany 20.0 20.0 668. REWE Markt Ramona Reiche oHG, Berlin Germany 20.0 20.0 669. REWE-Markt Rauhe OHG, Bleicherode Germany 20.0 20.0 670. REWE Markt Regina Keller oHG, Naunhof Germany 20.0 20.0 671. REWE Markt Regina Nowack oHG, Neubukow Germany 20.0 20.0 672. REWE-Markt Remmert-Bobe oHG, Steinheim Germany 20.0 20.0 673. REWE Markt René Schneider oHG, Bernau bei Berlin Germany 20.0 20.0 674. REWE-Markt Renger OHG, Bayreuth Germany 20.0 20.0 675. REWE Markt Ricardo Steinbrück oHG, Berlin Germany 20.0 20.0 676. REWE - Markt Richter oHG, Burgebrach Germany 20.0 20.0 677. REWE Markt Rico Rappmann oHG, Könnern Germany 20.0 20.0 678. REWE Markt Ridders OHG, Cologne Germany 20.0 20.0 679. REWE Markt Rocco Bräsemann oHG, Berlin Germany 20.0 20.0 680. REWE-Markt Röher oHG, Eckersdorf Germany 20.0 20.0 681. REWE Markt Ronny Jarius oHG, Berlin Germany 20.0 20.0 682. REWE-Markt Roppelt OHG, Kitzingen Germany 20.0 20.0 683. REWE-Markt Rösel oHG, Kleinostheim Germany 20.0 20.0

684. REWE-Markt Roßbach oHG, Adelebsen Germany 20.0 20.0 685. REWE-Markt Rößling OHG, Warburg-Scherfede Germany 20.0 20.0

686. REWE-Markt Roth oHG, Veitshöchheim Germany 20.0 20.0 687. REWE Markt Rouven Sadlowski oHG, Wismar Germany 20.0 20.0 688. REWE-Markt Rudel OHG, Bamberg Germany 20.0 20.0 689. REWE-Markt Rudelsberger OHG, Herrieden Germany 20.0 20.0 690. REWE-Markt Rüthing OHG, Büren-Steinhausen Germany 20.0 20.0 691. REWE-Markt Saal OHG, Paderborn Germany 20.0 20.0 692. REWE Markt Sabine Ratz oHG, Markranstädt Germany 20.0 20.0 693. REWE Markt Sabine Schürer oHG, Werdau Germany 20.0 20.0 694. REWE Markt Sandra Lehmann oHG, Berlin Germany 20.0 20.0

Page 163 of 177 Percentage share No Company name and registered office Country 31 Dec. 31 Dec. 2016 2015 695. REWE-Markt Schäfer GmbH & Co. OHG, Hofgeismar Germany 20.0 20.0

696. REWE Markt Scharmann oHG, Romrod Germany 20.0 – 697. REWE-Markt Schelper OHG, Dransfeld Germany 20.0 20.0

698. REWE-Markt Schenkl OHG, Kemnath Germany 20.0 20.0 699. REWE-Markt Schmidt oHG, Lage-Müssen Germany 20.0 20.0 700. REWE-Markt Schmidt OHG, Lich Germany 20.0 20.0

701. REWE-Markt Schmidt OHG, Waldkappel Germany 20.0 20.0 702. REWE-Markt Schöttler OHG, Schlangen Germany 20.0 20.0

703. REWE-Markt Schott oHG, Langenwolschendorf Germany 20.0 20.0 704. REWE-Markt Schrempf OHG, Ebern Germany 20.0 20.0

705. REWE-Markt Schünke oHG, Heringen (Werra) Germany 20.0 20.0 706. REWE-Markt Schwalb oHG, Adelsdorf Germany 20.0 20.0

707. REWE-Markt Schwamberger oHG, Hammelburg Germany 20.0 20.0 708. REWE Markt Sebastian Schubert oHG, Zwickau Germany 20.0 20.0 709. REWE-Markt Seidler OHG, Goldbach Germany 20.0 20.0 710. REWE-Markt Siegel oHG, Dassel-Markoldendorf Germany 20.0 20.0 711. REWE Markt Siegfried Grube oHG, Potsdam Germany 20.0 20.0 712. REWE Markt Silke Wiese oHG, Parchim Germany 20.0 20.0 713. REWE-Markt Simon OHG, Staufenberg Germany 20.0 20.0 714. REWE-Markt Siveke OHG, Bodenwerder Germany 20.0 20.0 715. REWE Markt Sonja Schaefer oHG, Leipzig Germany 20.0 20.0 716. REWE Markt Soran Ahmed oHG, Berlin Germany 20.0 20.0 717. REWE Markt Stefan Köckeritz oHG, Dresden Germany 20.0 20.0 718. REWE-Markt Stefan Stahl oHG, Schwetzingen Germany 20.0 20.0 719. REWE-Markt Steinbach OHG, Breuna Germany 20.0 20.0 720. REWE-Markt Steiner oHG, Pressig-Rothenkirchen Germany 20.0 20.0 721. REWE Markt Stein oHG, Obersuhl Germany 20.0 20.0 722. REWE-Markt Stephan Fink OHG, Borken (Hesse) Germany 20.0 20.0 723. REWE-Markt Sternberger OHG, Fladungen Germany 20.0 20.0 724. REWE-Markt Stoll GmbH & Co oHG, Langenselbold Germany 20.0 20.0

725. REWE-Markt Stoll OHG, Lahntal-Sterzhausen Germany 20.0 20.0 726. REWE-Markt Stoll OHG, Schwabach Germany 20.0 20.0

727. REWE-Markt Stolpowski OHG, Heilsbronn Germany 20.0 20.0 728. REWE-Markt Stotko oHG, Pohlheim-Garbenteich Germany 20.0 20.0 729. REWE-Markt Streng oHG, Ebersdorf b. Coburg Germany 20.0 20.0 730. REWE-Markt Ströer OHG, Gotha Germany 20.0 20.0 731. REWE Markt Studer OHG, Bad Endbach Germany 20.0 20.0 732. REWE - Markt Susemichel OHG, Schlitz Germany 20.0 20.0 733. REWE Markt Sven Böttcher oHG, Chemnitz Germany 20.0 20.0 734. REWE Markt Sylvia Sauer OHG, Strausberg Germany 20.0 20.0 735. REWE-Markt Tanz OHG, Gotha Germany 20.0 20.0

Page 164 of 177 Percentage share No Company name and registered office Country 31 Dec. 31 Dec. 2016 2015 736. REWE-Markt Tätzner oHG, Schweinfurt Germany 20.0 20.0

737. REWE-Markt T. Dunker oHG, Einbeck Germany 20.0 20.0 738. REWE-Markt Theiss oHG, Hallenberg Germany 20.0 20.0

739. REWE Markt Thomas Asmussen oHG, Berlin Germany 20.0 20.0 740. REWE Markt Thomas Berges oHG, Cottbus Germany 20.0 20.0 741. REWE-Markt Thomas Höfling oHG, Gleichen Germany 20.0 20.0

742. REWE Markt Thomas Höppner oHG, Berlin Germany 20.0 20.0 743. REWE-Markt Thomas Kassel GmbH & Co. OHG, Obermichelbach Germany 20.0 20.0

744. REWE Markt Thomas Pausch oHG, Berlin Germany 20.0 20.0 745. REWE Markt Thomas Wietasch oHG, Halle Germany 20.0 20.0

746. REWE-Markt Tietz OHG, Kassel Germany 20.0 20.0 747. REWE Markt Tino Renner oHG, Chemnitz Germany 20.0 20.0

748. REWE-Markt Tino Stützer oHG, Jena Germany 20.0 20.0 749. REWE-Markt Tobias Krause oHG, Forchheim Germany 20.0 20.0 750. REWE-Markt Torben Dunker oHG, Dassel Germany 20.0 20.0 751. REWE-Markt Träger oHG, Fuldatal Germany 20.0 20.0 752. REWE-Markt Travaci OHG, Langgöns Germany 20.0 20.0 753. REWE Markt Treude OHG, Bad Berleburg Germany 20.0 20.0 754. REWE-Markt Treutlein OHG, Euerdorf Germany 20.0 20.0 755. REWE-Markt Udo Natusch oHG, Berlin Germany 20.0 20.0 756. REWE Markt Undine Handke oHG, Golßen Germany 20.0 20.0 757. REWE Markt Undine Ludwig oHG, Magdeburg Germany 20.0 20.0 758. REWE-Markt Uras oHG, Buseck Germany 20.0 20.0 759. REWE Markt Ute Pahnke oHG, Greifswald Germany 20.0 20.0 760. REWE Markt Uwe Andreß oHG, Zwenkau Germany 20.0 20.0 761. REWE Markt Uwe Zschorn oHG, Leipzig Germany 20.0 20.0 762. Rewe Markt Viertel oHG, Lichtenau Germany 20.0 20.0 763. REWE-Markt Vogt OHG, Bad Frankenhausen Germany 20.0 20.0 764. REWE Markt Volker Brand oHG, Magdeburg Germany 20.0 20.0 765. REWE-Markt Wakup OHG, Nieheim Germany 20.0 20.0

766. REWE-Markt Weh GmbH & Co oHG, Erfurt Germany 20.0 20.0 767. REWE-Markt Weht OHG, Heroldsberg Germany 20.0 20.0

768. REWE-Markt Weidling oHG, Nidda-Eichelsdorf Germany 20.0 20.0 769. REWE-Markt Weigel oHG, Sondershausen Germany 20.0 20.0 770. REWE-Markt Weiß oHG, Jena Germany 20.0 20.0 771. REWE-Markt Weiß OHG, Weilrod Germany 20.0 20.0 772. REWE-Markt Weitzel OHG, Bad Lauterberg im Harz Germany 20.0 20.0 773. REWE-Markt Wenning OHG, Bischoffen-Niederweidbach Germany 20.0 20.0 774. REWE - Markt Wenzel oHG, Wanfried Germany 20.0 20.0 775. REWE-Markt Wieber OHG, Petersberg Germany 20.0 20.0 776. REWE-Markt Wild oHG, Wertheim Germany 20.0 20.0

Page 165 of 177 Percentage share No Company name and registered office Country 31 Dec. 31 Dec. 2016 2015 777. REWE-Markt Wilhelm OHG, Waldbrunn Germany 20.0 20.0

778. REWE-Markt Wilkens OHG, Habichtswald-Ehlen Germany 20.0 20.0 779. REWE-Markt Winkler oHG, Hof Germany 20.0 20.0

780. REWE- Markt Wittl oHG, Kammerstein Germany 20.0 20.0 781. REWE-Markt Wittmann oHG, Neunkirchen am Brand Germany 20.0 20.0 782. REWE Markt Wolfgang Hornung oHG, Halle Germany 20.0 20.0

783. REWE-Markt Wolf oHG, Michelau Germany 20.0 20.0 784. REWE-Markt Worofsky OHG, Uttenreuth Germany 20.0 20.0

785. REWE-Markt Wutzler OHG, Weida Germany 20.0 20.0 786. REWE Markt Yvonne Berkefeld oHG, Zwickau Germany 20.0 20.0

787. REWE-Markt Zachmann OHG, Roth Germany 20.0 20.0 788. REWE-Markt Zahovsky OHG, Auerbach Germany 20.0 20.0

789. REWE-Markt Zieten oHG, Dillenburg Germany 20.0 20.0 790. REWE-Markt Zipfel oHG, Hermsdorf Germany 20.0 20.0 791. REWE-Markt Zwingel OHG, Bubenreuth Germany 20.0 20.0 792. REWE Markus Brzezina oHG, Ingelheim Germany 20.0 20.0 793. REWE Markus Lischka oHG, Landsberg Germany 20.0 20.0 794. REWE Markus Martin oHG, Buttenheim Germany 20.0 20.0 795. REWE Markus Meyer OHG, Ransbach-Baumbach Germany 20.0 20.0 796. REWE Martina Büchner oHG, Bürgel Germany 20.0 20.0 797. REWE Martin Altenburg oHG, Kiel Germany 20.0 20.0 798. REWE Martin Bornemann oHG, Meine Germany 20.0 20.0 799. REWE Martin Eideloth oHG, Mistelgau Germany 20.0 20.0 800. REWE Martin Kolbe oHG, Altenkunstadt Germany 20.0 20.0 801. REWE Martin Maicher oHG, Düsseldorf Germany 20.0 – 802. REWE Matthes oHG, Alfeld (Leine) Germany 20.0 20.0 803. REWE Matthias Böker oHG, Luckenwalde Germany 20.0 – 804. REWE Matthias Fröhlich oHG, Bamberg Germany 20.0 20.0 805. REWE Matthias Hinz oHG, Weimar Germany 20.0 20.0 806. REWE Matthias Schäm oHG, Gardelegen Germany 20.0 20.0

807. REWE Meczurat oHG, Langenhagen Germany 20.0 20.0 808. REWE Melanie Tolk-Spaar oHG, Berlin Germany 20.0 20.0

809. REWE Melanie Tonn oHG, Seelze Germany 20.0 20.0 810. REWE Metin Kanbur oHG, Waibstadt Germany 20.0 20.0 811. REWE Michael Alscher oHG, Leisnig Germany 20.0 – 812. REWE Michael Birnbreier oHG, Laupheim Germany 20.0 20.0 813. REWE Michael Ermer OHG, Jüchen Germany 20.0 20.0 814. REWE Michael Kuhnke oHG, Goldberg Germany 20.0 20.0 815. REWE Michael Lind oHG, Berlin Germany 20.0 20.0 816. REWE Michael Lohnert oHG, Sand am Main Germany 20.0 20.0 817. REWE Michael Meige oHG, Echzell Germany 20.0 20.0

Page 166 of 177 Percentage share No Company name and registered office Country 31 Dec. 31 Dec. 2016 2015 818. REWE Michael Reinartz oHG, Aachen Germany 20.0 20.0

819. REWE Michael Reising oHG, Erlensee Germany 20.0 20.0 820. REWE Michael Schmatloch oHG, Großkrotzenburg Germany 20.0 20.0

821. REWE Michalik OHG, Dornstadt Germany 20.0 20.0 822. REWE Michel Fritzsche oHG, Weißenfels Germany 20.0 20.0 823. REWE Michel Reimer oHG, Radebeul Germany 20.0 20.0

824. REWE Mihael Stojkovic oHG, Ketsch Germany 20.0 20.0 825. REWE Mike Baer oHG, Berlin Germany 20.0 20.0

826. REWE Mike Hüttenrauch oHG, Wolfsburg Germany 20.0 20.0 827. REWE Mike Schneider oHG, Waldkirch Germany 20.0 –

828. REWE Minet oHG, Rülzheim Germany 20.0 20.0 829. REWE Mirco Bieber oHG, Piding Germany 20.0 –

830. REWE Mockenhaupt OHG, Mudersbach Germany 20.0 20.0 831. REWE Mölders oHG, Neuffen Germany 20.0 20.0 832. REWE Monika Rauhe oHG, Sollstedt Germany 20.0 20.0 833. REWE Müller oHG, Nußloch Germany 20.0 20.0 834. REWE Nancy Wetzstein oHG, Waltershausen Germany 20.0 20.0 835. REWE Neda Musura oHG, Berlin Germany 20.0 20.0 836. REWE Nehring OHG, Gechingen Germany 20.0 20.0 837. REWE Nepomuck GmbH & Co. KG, Alsdorf Germany 50.0 50.0 838. REWE Neuroth GmbH & Co.OHG, Wallmerod Germany 20.0 20.0 839. REWE Nicolai Kauferstein oHG, Elz Germany 20.0 20.0 840. REWE Nicolaos Pagoulatos oHG, Munich Germany 20.0 20.0 841. REWE Nicole Amling oHG, Lübeck Germany 20.0 – 842. REWE Nicole Köhler oHG, Blankenfelde-Mahlow Germany 20.0 20.0 843. REWE Nicole Labudde oHG, Dresden Germany 20.0 20.0 844. REWE Nicole Schöder oHG, Ruhla Germany 20.0 20.0 845. REWE Nieß oHG, Gundelfingen a.d. Donau Germany 20.0 20.0 846. REWE Nieth OHG, Bad Waldsee Germany 20.0 20.0 847. REWE Nord-Ost Immobilien GmbH, Teltow Germany 26.0 26.0 1

848. REWENTA Immobilien Verwaltung Fonds 5 KG, Cologne Germany 38.3 38.3 1 849. REWENTA Immobilien Verwaltung Fonds 6 KG, Cologne Germany 52.0 52.0 1

850. REWENTA Immobilien Verwaltung GmbH & Co. Fonds 7 KG, Cologne Germany 75.0 75.0 1 851. REWE Oberle oHG, Stockach Germany 20.0 20.0 852. REWE Oelgeschläger oHG, Nordstemmen Germany 20.0 20.0 853. REWE Oel OHG, Nistertal Germany 20.0 20.0 854. REWE Oliver Heinzel oHG, Teltow Germany 20.0 – 855. REWE Özgür Ögünc oHG, Lauenburg Germany 20.0 20.0 856. REWE Pascal Kneuer oHG, Nuremberg Germany 20.0 20.0 857. REWE Pascal Valentin oHG, Solms Germany 20.0 – 858. REWE Passinger oHG, Günzburg Germany 20.0 20.0

Page 167 of 177 Percentage share No Company name and registered office Country 31 Dec. 31 Dec. 2016 2015 859. REWE Patricia Ahrens oHG, Kiel Germany 20.0 20.0

860. REWE Patrick Lukowsky oHG, Munich Germany 20.0 20.0 861. REWE Pauling OHG, Montabaur Germany 20.0 20.0

862. REWE Peter Arnold oHG, Mosbach Germany 20.0 20.0 863. REWE Peter Erichsen oHG, Klein Nordende Germany 20.0 20.0 864. REWE Peter Knakowski oHG, Cologne Germany 20.0 20.0

865. REWE Peter Kotlarski oHG, Meerbusch-Osterath Germany 20.0 20.0 866. REWE Peter Schüller oHG, Eschweiler Germany 20.0 20.0

867. REWE Petra Landes oHG, Rain am Lech Germany 20.0 – 868. REWE Pfeffel OHG, Neuss Germany 20.0 20.0

869. REWE Philipp Dreisvogt oHG, Bad Hersfeld Germany 20.0 20.0 870. REWE Philipp Fischer oHG, Werder Germany 20.0 20.0

871. REWE Philipp Smith oHG, Baunach Germany 20.0 20.0 872. REWE Ponzer oHG, Karlsruhe Germany 20.0 20.0 873. REWE Porombka oHG, Bad Sachsa Germany 20.0 20.0 874. REWE Post oHG, Kaarst Germany 20.0 20.0 875. REWE Prinz oHG, Katzenelnbogen Germany 20.0 20.0 876. REWE Rahmati OHG, Cologne Germany 20.0 20.0 877. REWE Raik Groth oHG, Alling Germany 20.0 20.0 878. REWE Rainer Hahn oHG, Baienfurt Germany 20.0 – 879. REWE Rainer Nuvoli oHG, Stuttgart Germany 20.0 – 880. REWE Ralf Hermann oHG, Cologne-Dellbrück Germany 20.0 20.0 881. REWE Ralf Lorenz oHG, Buchholz Germany 20.0 20.0 882. REWE Ralf Peters oHG, Düren Germany 20.0 20.0 883. REWE Ralf Rieger oHG, Süderbrarup Germany 20.0 20.0 884. REWE Ramazan Zor oHG, Wiesbaden Germany 20.0 20.0 885. REWE Ramona Roscher oHG, Jena Germany 20.0 20.0 886. REWE Regina Karge oHG, Barth Germany 20.0 20.0 887. REWE Regina Widmer oHG, Paderborn-Sennelager Germany 20.0 20.0 888. REWE Reinartz OHG, Aachen Germany 20.0 20.0

889. REWE Rene Giese oHG, Pulheim Germany 20.0 20.0 890. REWE Rene Scholz oHG, Gera Germany 20.0 20.0

891. REWE Richber oHG, Neustadt Germany 20.0 20.0 892. REWE Rico Adolph oHG, Fürstenwalde Germany 20.0 20.0 893. REWE Riethmüller oHG, Goettingen Germany 20.0 20.0 894. REWE Rimmler oHG, Reilingen Germany 20.0 20.0 895. REWE Ritterescu oHG, Sulzbach/Rosenberg Germany 20.0 20.0 896. REWE Rizzi OHG, Winnenden Germany 20.0 20.0 897. REWE Rizzo oHG, Munich Germany 20.0 20.0 898. REWE Robert Freund oHG, Kerpen Germany 20.0 20.0 899. REWE Robert Heß oHG, Dornburg-Camburg Germany 20.0 20.0

Page 168 of 177 Percentage share No Company name and registered office Country 31 Dec. 31 Dec. 2016 2015 900. REWE Robert Ortlepp oHG, Waltershausen Germany 20.0 20.0

901. REWE Rodriguez OHG, Worms Germany 20.0 20.0 902. REWE Roland Farnhammer oHG, Tittling Germany 20.0 20.0

903. REWE Rolf Weiland oHG, Vechta Germany 20.0 20.0 904. REWE Roman Kesselring oHG, Herbertingen Germany 20.0 20.0 905. REWE Romy Kühn oHG, Lauchhammer Germany 20.0 20.0

906. REWE Röttcher oHG, Kaarst Germany 20.0 20.0 907. REWE Rudat oHG, Algermissen Germany 20.0 20.0

908. REWE Ruf oHG, Rheinhausen Germany 20.0 20.0 909. REWE Rusche oHG, Pulheim Germany 20.0 20.0

910. REWE Sabine Klitsch oHG, Gräfenhainichen Germany 20.0 20.0 911. REWE Sabrina Fischer oHG, Berlin Germany 20.0 20.0

912. REWE Sabrina Kling oHG, Stuhr-Brinkum Germany 20.0 20.0 913. REWE Salvatore Bitto oHG, Münstertal Germany 20.0 20.0 914. REWE Samuel Schönle oHG, Isny Germany 20.0 20.0 915. REWE Sander oHG, Gronau Germany 20.0 20.0 916. REWE Sandra Burkhardt oHG, Dahlen Germany 20.0 20.0 917. REWE Sandra Dietrich oHG, Frankfurt/Oder Germany 20.0 – 918. REWE Sarina Steinicke oHG, Dillingen Germany 20.0 – 919. REWE Sascha Ullah oHG, Sehnde Germany 20.0 20.0 920. REWE Sauerbach OHG, Rösrath Germany 20.0 20.0 921. REWE Sbikowski oHG, Freiburg im Breisgau Germany 20.0 20.0 922. REWE Scala oHG, Holle Germany 20.0 20.0 923. REWE Schäfer OHG, Niederkassel- Lülsdorf Germany 20.0 20.0 924. REWE Schauer oHG, Euskirchen Germany 20.0 20.0 925. REWE Schenkelberg OHG, Waldbreitbach Germany 20.0 20.0 926. REWE Schimpf OHG, Nattheim Germany 20.0 20.0 927. REWE Schiposch oHG, Schwäbisch-Hall Germany 20.0 20.0 928. REWE Schmailzl OHG, Berching Germany 20.0 20.0 929. REWE Schmitt OHG, Idar-Oberstein Germany 40.0 40.0

930. REWE Schneeberger OHG, Sulzbach an der Murr Germany 20.0 20.0 931. REWE Schnell OHG, Speicher Germany 20.0 20.0

932. REWE Schön oHG, Wernberg-Köblitz Germany 20.0 20.0 933. REWE-Schönwälder oHG, Schönau a. Königssee Germany 20.0 20.0 934. REWE Schorn oHG, Bergheim - Niederaußem Germany 20.0 20.0 935. REWE Schuck OHG, Herzogenrath-Merkstein Germany 20.0 20.0 936. REWE Schulz OHG, Cologne Germany 20.0 20.0 937. REWE Schütt oHG, Laatzen Germany 20.0 20.0 938. REWE Scosceria OHG, Koblenz Germany 20.0 20.0 939. REWE Sebastian Sommer oHG, Schöffengrund-Schwalbach Germany 20.0 20.0 940. REWE Sedat Tekin oHG, Heusenstamm Germany 20.0 20.0

Page 169 of 177 Percentage share No Company name and registered office Country 31 Dec. 31 Dec. 2016 2015 941. REWE Seidler OHG, Augsburg Germany 20.0 20.0

942. REWE Sercan Övüc oHG, Bad Salzdetfurth Germany 20.0 – 943. REWE Serkan Ergül oHG, Hargesheim Germany 20.0 20.0

944. REWE Sevdaim Terzija oHG, Munich Germany 20.0 20.0 945. REWE Sievering OHG, Plochingen Germany 20.0 20.0 946. REWE Sigrun Ulrich oHG, Schlossvippach Germany 20.0 20.0

947. REWE Silke Hürten oHG, Cologne Germany 20.0 20.0 948. REWE Silke Ullrich oHG, Leipzig Germany 20.0 20.0

949. REWE Silvana Springer oHG, Auma Germany 20.0 20.0 950. REWE Simone Dietzler oHG, Lahnstein Germany 20.0 20.0

951. REWE Simone Lehmann oHG, Berlin-Charlottenburg Germany 20.0 20.0 952. REWE Simone Nieß oHG, Schönebeck (Elbe) Germany 20.0 20.0

953. REWE Simon Kashanna oHG, Memmingen Germany 20.0 20.0 954. REWE Sittig oHG, Wunstorf Germany 20.0 20.0 955. REWE Skowronnek OHG, Cologne Germany 20.0 20.0 956. REWE S. Krämer OHG, Düsseldorf Germany 20.0 20.0 957. REWE Smajli OHG, Mössingen Germany 20.0 20.0 958. REWE Sommer oHG, Magdeburg Germany 20.0 20.0 959. REWE Sophie Kluwe oHG, Trebbin Germany 20.0 – 960. REWE Sören Prokop oHG, Beverungen Germany 20.0 20.0 961. REWE Sören Schmidt oHG, Jork Germany 20.0 20.0 962. REWE Spodat OHG, Stadtkyll Germany 20.0 20.0 963. REWE Spreen oHG, Bremen Germany 20.0 20.0 964. REWE Sprenger oHG, Uetze Germany 20.0 20.0 965. REWE Stanisic OHG, Freising Germany 20.0 20.0 966. REWE Stanislawski & Laas GmbH & Co. oHG , Hamburg Germany 20.0 20.0 967. REWE Stefan Fritz oHG, Böblingen Germany 20.0 20.0 968. REWE Stefan Guggenmos oHG, Neuburg Germany 20.0 – 969. REWE Stefanie Voigt oHG, Brandenburg an der Havel Germany 20.0 20.0 970. REWE Stefan Klotz oHG, Marktbreit Germany 20.0 20.0

971. REWE Stefan Link oHG, Munich Germany 20.0 20.0 972. REWE Stefan Riedl oHG, Freyung Germany 20.0 20.0

973. REWE Stefan Rösch oHG, Glauburg Germany 20.0 20.0 974. REWE Stefan Schneider oHG, Gera Germany 20.0 20.0 975. REWE Stefan Strube oHG, Ludwigsau Germany 20.0 – 976. REWE Stefan Weber oHG, Bad Homburg v.d.H. Germany 20.0 20.0 977. REWE Stefan Weinrowsky oHG, Drochtersen Germany 20.0 20.0 978. REWE Steffen Krickow oHG, Ottersberg Germany 20.0 20.0 979. REWE Steffi Trinkl oHG, Stadtroda Germany 20.0 20.0 980. REWE Steininger OHG, Wassenberg Germany 20.0 20.0 981. REWE Stenger OHG, Bornheim Germany 20.0 20.0

Page 170 of 177 Percentage share No Company name and registered office Country 31 Dec. 31 Dec. 2016 2015 982. REWE Stephan Dathe oHG, Weimar Germany 20.0 –

983. REWE Stephan Hilmes oHG, Hausham Germany 20.0 20.0 984. REWE Stephanie Güntner oHG, Stuttgart Germany 20.0 20.0

985. REWE Stephan Kansy oHG, Winkelhaid Germany 20.0 20.0 986. REWE Stephan Matthies oHG, Lütjenburg Germany 20.0 20.0 987. REWE Stockhausen OHG, Erkrath Germany 20.0 20.0

988. REWE Ströhmann oHG, Sulzfeld Germany 20.0 20.0 989. REWE Strud OHG, Weilerswist Germany 20.0 20.0

990. REWE Stücken OHG, Brüggen Germany 20.0 20.0 991. REWE-Supermarkt Goffart OHG, Eschweiler Germany 20.0 20.0

992. REWE-Supermarkt Grundhöfer OHG, Elsdorf Germany 20.0 20.0 993. REWE-Supermarkt Hamacher OHG, Bornheim Germany 20.0 20.0

994. REWE-Supermarkt Hannen OHG, Geilenkirchen Germany 20.0 20.0 995. REWE Supermarkt Rippers OHG, Grevenbroich Germany 20.0 20.0 996. REWE-Supermarkt Steffens OHG, Erkelenz Germany 20.0 20.0 997. REWE Susann Daubitz oHG, Kemnath Germany 20.0 – 998. REWE Susanne Krainhöfner oHG, Naumburg Germany 20.0 20.0 999. REWE Susann Gaspar oHG, Heringen Germany 20.0 – 1000. REWE Susann Hoßfeld oHG, Berka/Werra Germany 20.0 20.0 1001. REWE Susan Tscheschlog oHG, Schildow Germany 20.0 20.0 1002. REWE Sven Hornung oHG, Bünde Germany 20.0 – 1003. REWE Sven Kubus oHG, Aschheim-Dornach Germany 20.0 – 1004. REWE Sven Pilaske oHG, Potsdam Germany 20.0 20.0 1005. REWE Sven Thietz oHG, Neu-Ulm Germany 20.0 20.0 1006. REWE Tamara Hegedüs oHG, Hamburg Germany 20.0 20.0 1007. REWE Tanja Schiller oHG, Gefrees Germany 20.0 20.0 1008. REWE Tarek Anbari oHG, Altlußheim Germany 20.0 20.0 1009. REWE Tetzlaff OHG, Neustadt Germany 20.0 20.0 1010. REWE Theis GmbH & Co.KG, Wissen Germany 44.4 44.4 1011. REWE Thieme OHG, Frechen Germany 20.0 20.0

1012. REWE Thilo Zorbach oHG, Nierstein Germany 20.0 20.0 1013. REWE Thomas Dau oHG, Mengen Germany 20.0 –

1014. REWE Thomas Frey oHG, Walldürn Germany 20.0 20.0 1015. REWE Thomas Kessler oHG, Gladenbach Germany 20.0 20.0 1016. REWE Thomas Lutz oHG, Dusslingen Germany 20.0 20.0 1017. REWE Thomas Narzynski OHG, Nettetal Germany 20.0 20.0 1018. REWE Thomas Viering oHG, Mannheim Germany 20.0 – 1019. REWE Thomas Vorhauer oHG, Ottobeuren Germany 20.0 20.0 1020. REWE Thorsten Jahn oHG, Bad Orb Germany 20.0 20.0 1021. REWE Thorsten Krause oHG, Barsinghausen Germany 20.0 20.0 1022. REWE Thorsten Marcordes oHG, Twistringen Germany 20.0 20.0

Page 171 of 177 Percentage share No Company name and registered office Country 31 Dec. 31 Dec. 2016 2015 1023. REWE Thorsten Mölders oHG, Donzdorf Germany 20.0 20.0

1024. REWE Tim Michalik oHG, Illertissen Germany 20.0 20.0 1025. REWE Tim Mohr oHG, Rotenburg Germany 20.0 20.0

1026. REWE Tina Goebel oHG, Hessisch Lichtenau Germany 20.0 20.0 1027. REWE Tino Dinter oHG, Feldkirchen Germany 20.0 20.0 1028. REWE Tino Reitmann oHG, Bernburg Germany 20.0 –

1029. REWE Tino Uhlstein oHG, Jena Germany 20.0 – 1030. REWE Tipit OHG, Leingarten Germany 20.0 20.0

1031. REWE Tobias Faustmann oHG, Volkmarsen Germany 20.0 20.0 1032. REWE Tobias Kurbjuhn oHG, Bayreuth Germany 20.0 20.0

1033. REWE Tobias Mück oHG, Regenstauf Germany 20.0 20.0 1034. REWE Tobias Nölker oHG, Puchheim Germany 20.0 20.0

1035. REWE Tobias Popp oHG, Heubach Germany 20.0 20.0 1036. REWE Tobias Schwarz oHG, Stegaurach Germany 20.0 20.0 1037. REWE Tolksdorf oHG, Ulm Germany 20.0 20.0 1038. REWE Toni Zach oHG, Potsdam Germany 20.0 20.0 1039. REWE Tönnies OHG, Odenthal Germany 20.0 20.0 1040. REWE Torben Osterode oHG, Lensahn Germany 20.0 20.0 1041. REWE Torsten Meyer oHG, Sulingen Germany 20.0 20.0 1042. REWE Torsten Stützer oHG, Magdeburg Germany 20.0 20.0 1043. REWE Tutlewski oHG, Schwarzenbek Germany 20.0 20.0 1044. REWE Uhrich OHG, Osterhofen Germany 20.0 20.0 1045. REWE Ulrich Pebler oHG, Nassau Germany 20.0 20.0 1046. REWE Ulrike Igler oHG, Sonneberg Germany 20.0 20.0 1047. REWE Uta Möller oHG, Noervenich Germany 20.0 20.0 1048. REWE Ute Petriccione oHG, Karlsruhe Germany 20.0 20.0 1049. REWE Ute Podschun oHG, Kranichfeld Germany 20.0 20.0 1050. REWE Utsch OHG, Cologne Germany 20.0 20.0 1051. REWE Uwe Angl oHG, Füssen Germany 20.0 20.0 1052. REWE Uwe Höhl oHG, Lugau Germany 20.0 20.0

1053. REWE Uwe Reisch oHG, Bad Abbach Germany 20.0 20.0 1054. REWE Uwe Ströbel oHG, Heilbronn Germany 20.0 20.0

1055. REWE van Bürck oHG, Dinkelsbühl Germany 20.0 20.0 1056. REWE Vaupel OHG, Neuss Germany 20.0 20.0 1057. REWE Venera Aliberti oHG, Bad Urach Germany 20.0 20.0 1058. REWE Veronika Stüwe oHG, Heidenau Germany 20.0 20.0 1059. REWE Viehmann OHG, Kassel Germany 20.0 20.0 1060. REWE Viktor Adler oHG, Osterholz-Scharmbeck Germany 20.0 20.0 1061. REWE Viktor Likej oHG, Hainburg Germany 20.0 20.0 1062. REWE Vitali Wenzel oHG, Hilter Germany 20.0 20.0 1063. REWE Volker Jonuscheit oHG, Gifhorn Germany 20.0 20.0

Page 172 of 177 Percentage share No Company name and registered office Country 31 Dec. 31 Dec. 2016 2015 1064. REWE Volker Weiß oHG, Wittstock Germany 20.0 –

1065. REWE Vuthaj OHG, Ilvesheim Germany 20.0 20.0 1066. REWE Waldmann oHG, Stuttgart Germany 20.0 20.0

1067. REWE Weber OHG, Hohenlinden Germany 20.0 20.0 1068. REWE Weber OHG, Münsingen Germany 20.0 20.0 1069. REWE Weich OHG, Bamberg Germany 20.0 20.0

1070. REWE Weimper OHG, Weissenhorn Germany 20.0 20.0 1071. REWE Weller OHG, Bad Hönningen Germany 20.0 20.0

1072. REWE Wendt oHG, Leezen Germany 20.0 20.0 1073. REWE Werner Burkhardt oHG, St. Georgen Germany 20.0 20.0

1074. REWE Wilbur OHG, Weikersheim Germany 20.0 20.0 1075. REWE Willi Schäfer oHG, Mönchengladbach Germany 20.0 20.0

1076. REWE Windl OHG, Urbach Germany 20.0 20.0 1077. REWE Wintgens OHG, Bergisch Gladbach Germany 20.0 20.0 1078. REWE Wüst OHG, Regen Germany 20.0 20.0 1079. REWE Xhevat Nrecaj oHG, Munich Germany 20.0 20.0 1080. REWE Yasar Yavuz oHG, Stadthagen Germany 20.0 20.0 1081. REWE Yilmaz Tezcanli oHG, Kelheim Germany 20.0 20.0 1082. REWE Zec oHG, Altshausen Germany 20.0 20.0 1083. REWE Zerjatke OHG, Hilchenbach-Dahlbruch Germany 20.0 20.0 1084. REWE Zielke OHG, Tönisvorst Germany 20.0 20.0 1085. REWE Zwingmann oHG, Wedemark/Mellendorf Germany 20.0 20.0 1086. R-Kauf Alois Völler GmbH & Co. KG, Hellenthal Germany 50.0 50.0 1087. R - Kauf - Märkte Gesellschaft mit beschränkter Haftung & Co.KG, Oestrich-Winkel Germany 50.0 50.0 1088. R-Kauf Märkte GmbH & Co. KG, Gebhardshain Germany 20.0 20.0 1089. Sutterlüty Handels GmbH, Egg Austria 24.9 24.9 1090. toom Baumarkt Albert Soltziem OHG, Fürstenberg Germany 20.0 20.0 1091. toom Baumarkt Armin Hoffmann OHG, Hoyerswerda Germany 20.0 20.0 1092. toom Baumarkt Arne Heyer OHG, Wismar Germany 40.0 40.0 1093. toom Baumarkt Bernd Brückner OHG, Fürstenwalde/Spree Germany 20.0 20.0

1094. toom Baumarkt Bernd Schuster OHG, Michelstadt Germany 20.0 20.0 1095. toom Baumarkt Christoph Sugg OHG, Schorndorf Germany 20.0 20.0

1096. toom Baumarkt Claus Stögbauer OHG, Bad Mergentheim Germany 20.0 20.0 1097. toom Baumarkt Detlef Peter OHG, Weisswasser Germany 20.0 20.0 1098. toom Baumarkt Dirk Braatz OHG, Spremberg Germany 20.0 20.0 1099. toom Baumarkt Frank Mast OHG, Schleswig Germany 20.0 20.0 1100. toom Baumarkt Hans-Werner Schweigel OHG, Fürstenwalde/Spree Germany 20.0 20.0 1101. toom Baumarkt Hartmut Trocha oHG, Brandenburg an der Havel Germany 20.0 20.0 1102. toom Baumarkt Hendrik Papenroth OHG, Jüterbog Germany 20.0 20.0 1103. toom Baumarkt Iris Pschan OHG, Magdeburg Germany 20.0 20.0 1104. toom Baumarkt Jens Heimann oHG, Ehingen Donau Germany 20.0 20.0

Page 173 of 177 Percentage share No Company name and registered office Country 31 Dec. 31 Dec. 2016 2015 1105. toom Baumarkt Jörg Grosser OHG, Geesthacht Germany 20.0 20.0

1106. toom Baumarkt Karsten Krüger OHG, Bergen auf Rügen Germany 20.0 20.0 1107. toom Baumarkt Maik Krüger OHG, Ribnitz-Damgarten Germany 20.0 20.0

1108. toom Baumarkt Marco Sicuro OHG, Stuttgart Germany 20.0 20.0 1109. toom Baumarkt Martin Düwell OHG, Remagen Germany 20.0 20.0 1110. toom Baumarkt Martin Skerwiderski oHG, Bernau bei Berlin Germany 20.0 20.0

1111. toom Baumarkt Michael Hauth oHG, Bernkastel-Kues Germany 20.0 20.0 1112. toom Baumarkt Michael Keber OHG, Burglengenfeld Germany 20.0 20.0

1113. toom Baumarkt Michael Thies OHG, Norden Germany 20.0 20.0 1114. toom Baumarkt Mike Helbig OHG, Radeberg Germany 20.0 20.0

1115. toom Baumarkt Mike Melzer OHG, Marienberg Germany 20.0 20.0 1116. toom Baumarkt Mirko Lessing OHG, Freital Germany 20.0 20.0

1117. toom Baumarkt Mirko Pschan OHG, Fürstenwalde Germany 20.0 – 1118. toom Baumarkt Norbert Gehrke OHG, Anklam Germany 20.0 20.0 1119. toom Baumarkt Öhringen GmbH & Co. OHG, Öhringen Germany 20.0 20.0 1120. toom Baumarkt Olaf de Waal OHG, Duisburg Germany 20.0 20.0 1121. toom Baumarkt Stefan Kampen OHG, Naumburg Germany 20.0 20.0 1122. toom Baumarkt Thomas Baran OHG, Ludwigslust Germany 20.0 20.0 1123. toom Baumarkt Thomas Mai OHG, Bad Saulgau Germany 20.0 20.0 1124. toom Baumarkt Tobias Bender OHG, Gelsenkirchen Germany 20.0 20.0 1125. toom Baumarkt Torsten Melzer OHG, Meißen Germany 20.0 20.0 1126. toom Baumarkt Ute Helbig OHG, Senftenberg Germany 19.9 19.9 1127. toom Baumarkt Werner Schlosser OHG, Ratingen Germany 20.0 20.0 1128. TourContact Reisebüro Cooperation GmbH & Co. KG, Cologne Germany 0.0 0.0 1 1129. UAB Palink, Vilnius Lithuania 44.4 44.4

¹ Not included in accordance with the equity method due to immateriality 2 In liquidation

Page 174 of 177 d) Non-consolidated Affiliates Percentage share No Company name and registered office Country 31 Dec. 31 Dec. 2016 2015

1. akzenta Beteiligungs-GmbH, Wuppertal Germany 100.0 100.0 B-B-B Verwaltungs- und Vertriebsgesellschaft für Lebensmittel und Non- Food mit 2. Germany 100.0 100.0 beschränkter Haftung, Cologne 3. DERTOUR France Hotellerie Holding SARL, Suresnes France 100.0 100.0

4. DER Touristik Hotels Bulgaria EOOD, Sofia Bulgaria 100.0 100.0 5. DER Travel Service Limited, London United Kingdom 100.0 100.0 1 6. fd Großeinkauf Aktiengesellschaft Fleisch- und Lebensmittelgroßhandel, Cologne Germany 99.9 99.9 1 7. GFI-Gesellschaft für Industriebedarf mbH, Hürth Germany 100.0 100.0

8. GIM Betriebs- und Beteiligungsgesellschaft mbH, Cologne Germany 100.0 100.0 INSEL IMMOBILIENMANAGEMENT- UND INVESTMENTBERATUNGSGESELLSCHAFT 9. Germany 100.0 100.0 MBH, Cologne 10. ITC International Tourist Club Hellas S.A., Crete Greece 100.0 100.0 1

11. LoMa III Aktiengesellschaft, Cologne Germany 100.0 100.0 12. REWE-FÜR SIE Getränkevermarktungs- und Einkaufsgesellschaft mbH, Cologne Germany 51.0 51.0 13. REWE-Handelsgesellschaft Rhein-Schwarzwald mit beschränkter Haftung, Cologne Germany 100.0 100.0 14. REWE IBERIA S.L., Barcelona Spain 100.0 100.0 15. Société de Gestion de l'Hôtel Yati Beach S.a.r.l., Djerba Tunisia 98.0 98.0

1 In liquidation

Page 175 of 177 Auditors' Report

TO REWE-ZENTRALFINANZ EG, COLOGNE, AND REWE - ZENTRAL-AKTIENGESELLSCHAFT, COLOGNE We have audited the Combined Financial Statements, comprising the balance sheet, the income statement, the statement of comprehensive income, the statement of changes in equity, the cash flow statement and the notes to the financial statements, and the Combined Management Report prepared by REWE-ZENTRALFINANZ eG, Cologne, and REWE - Zentral-Aktiengesellschaft, Cologne, for the financial year from 1 January to 31 Decem- ber 2016. The preparation of the Combined Financial Statements in accordance with International Financial Reporting Standards (IFRSs), as applicable in the EU, and the Combined Management Report in accordance with § 315 HGB (Handelsgesetzbuch, "HGB") and the supplemental provisions of the articles of association as well as the principles presented in the notes with regard to the scope of consolidation and consolidation are the responsibility of the management boards of the companies. Our responsibility is to express an opinion on the Combined Financial Statements and the Combined Management Report based on our audit.

We conducted our audit of the Combined Financial Statements in accordance with § 317 HGB and German generally accepted standards for the audit of financial statements promulgated by the Institut der Wirtschafts- prüfer [Institute of Public Auditors in Germany] (IDW). Those standards require that we plan and perform the audit such that misstatements materially affecting the presentation of the net assets, financial position and results of operations in the Combined Financial Statements in accordance with IFRSs, as applicable in the EU, and the Combined Management Report are detected with reasonable assurance. Knowledge of the business activities and the economic and legal environment of the consolidated companies and expectations as to possible misstatements are taken into account in the determination of audit procedures. The effectiveness of the accounting-related internal control system and the evidence supporting the disclosures in the Combined Finan- cial Statements and the Combined Management Report are examined primarily on a test basis within the framework of the audit. The audit includes assessing the annual financial statements of the consolidated companies included in the Combined Financial Statements, the determination of the scope of consolidation in accordance with the principles described in the notes to the financial statements, the accounting and consolidation policies applied and significant estimates made by the management boards, as well as evaluating the overall presentation of the Combined Financial Statements and the Combined Management Report. We believe that our audit provides a reasonable basis for our opinion.

Our audit has not led to any reservations.

In our opinion, based on the findings of our audit, the Combined Financial Statements comply with IFRSs, as applicable in the EU, and the supplementary provisions of the articles of association, and in compliance with these provisions give a true and fair view of the net assets, financial position and results of the consolidated companies included in the Combined Financial Statements. The Combined Management Report is consistent with the Combined Financial Statements and the relevant statutory provisions and as a whole provides a suitable view of the positions of the companies included in the Combined Financial Statements and suitably presents the opportunities and risks of future development.

Page 176 of 177 We issue this Auditors' Report on the basis of the engagement entered into with the companies, which is governed by the General Engagement Terms for Wirtschaftsprüfer and Wirtschaftsprüfungsgesellschaften (German Public Auditors and Public Audit Firms) as amended on 1 January 2002, including vis-à-vis third parties. Our liability is determined in accordance with No. 9 of the General Engagement Terms. Our liability towards third parties is defined in No. 1 (2) and No. 9 of the General Engagement Terms.

Cologne, 27 March 2017

PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft

Jörg Sechser Norbert Linscheidt Wirtschaftsprüfer Wirtschaftsprüfer (German Public Auditor) (German Public Auditor)

Page 177 of 177