Voluntary Public Takeover Offer by EP Global Commerce GmbH to the Shareholders of METRO AG

Offer Document

1 October 2020

Voluntary Public Takeover Offer by EP Global Commerce GmbH to the Shareholders of METRO AG

Mandatory Publications

21 December 2020

Announcement on the fulfillment of all offer conditions and the settlement of the Takeover Offer

16 December 2020

Announcement on the fulfillment of an offer condition – merger control approval by European Commission

15 December 2020

Announcement on the fulfillment of an offer condition – merger control approval for Russia

07 December 2020

Announcement on the fulfillment of an offer condition – merger control approval for Ukraine

20 November 2020

Announcement pursuant to Sec. 23 para. 1 sent. 1 no. 3 WpÜG

18 November 2020

Announcement on the fulfillment of an offer condition – foreign investment control approval for France

6 November 2020

Announcement on the fulfillment of an offer condition – merger control approval for Serbia

3 November 2020

Announcement pursuant to Sec. 23 para. 1 sent. 1 no. 2 WpÜG

29 October 2020

Announcement pursuant to Sec. 23 para. 1 sent. 1 no. 1 WpÜG

28 October 2020

Announcement pursuant to Sec. 23 para. 1 sent. 1 no. 1 WpÜG

27 October 2020

Announcement pursuant to Sec. 23 para. 1 sent. 1 no. 1 WpÜG

26 October 2020

Announcement pursuant to Sec. 23 para. 1 sent. 1 no. 1 WpÜG

23 October 2020

Announcement pursuant to Sec. 23 para. 1 sent. 1 no. 1 WpÜG

22 October 2020

Announcement pursuant to Sec. 23 para. 1 sent. 1 no. 1 WpÜG

15 October 2020

Announcement pursuant to Sec. 23 para. 1 sent. 1 no. 1 WpÜG

8 October 2020

Announcement pursuant to Sec. 23 para. 1 sent. 1 no. 1 WpÜG

7 October 2020

Announcement on the fulfillment of an offer condition – foreign investment control approval for Italy

6 October 2020

Announcement pursuant to Sec. 23 para. 2 WpÜG

1 October 2020

Announcement pursuant to Section 14 para. 3 sentence 1 no. 2 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs und Übernahmegesetz – WpÜG)

13 September 2020

Announcement of the decision to make a voluntary public takeover offer (freiwilliges öffentliches Übernahmeangebot) pursuant to Sections 29 para. 1, 34 and 10 paras. 1 and 3 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – WpÜG)

Further Publications

22 December 2020

Press release: Voluntary public takeover offer to shareholders of METRO AG to be settled

20 November 2020

Press release: Additional acceptance period for voluntary public takeover offer to METRO shareholders ended

3 November 2020

Press release: Acceptance period for voluntary public takeover offer to shareholders of METRO AG ended

1 October 2020

FAQ: Frequently asked questions and answers for shareholders

Press release: Acceptance period for voluntary public takeover offer to shareholders of METRO AG started

13 September 2020

Press release: EP Global Commerce announces intention to launch voluntary public takeover offer for METRO AG

Contact for Retail Investors and Press

Robert Labas
robert.labas@gaulyadvisors.com
+49-170-7908451

Information on data protection

Disclaimer – Legal Notices

Voluntary Public Takeover Offer
of EP Global Commerce GmbH to the shareholders of METRO AG

Disclaimer – Legal Notices

You have entered the website, which EP Global Commerce GmbH has designated for the publication of documents and information in connection with its voluntary public takeover offer to acquire all shares of METRO AG not directly held by it.

In order to being allowed to access this website, shareholders of METRO AG are kindly requested to thoroughly read and acknowledge the following legal notices.

On 13 September 2020, EP Global Commerce GmbH (“Bidder“) published its decision to make an offer to the shareholders of METRO AG to acquire all shares in METRO AG not directly held by it by way of a voluntary public takeover offer (the “Offer“).

On this website, you will find the offer document published on 1 October 2020, which contains the terms and conditions of the Offer in detail, the publication of the decision to make the Offer pursuant to Sections 29 para. 1, 34, 10 paras. 1 and 3 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs‑ und Übernahmegesetz – WpÜG) dated 13 September 2020, the publications of announcements pursuant to Section 23 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs‑ und Übernahmegesetz – WpÜG), as well as press releases and other information regarding the Offer. The German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin) approved the publication of the offer document on 1 October 2020. All information contained and documents made available on this website are for information purposes only and to comply with statutory provisions, in particular those contained in the German Securities Acquisition and Takeover Act (Wertpapiererwerbs‑ und Übernahmegesetz – WpÜG) and the German Ordinance on the Contents of the Offer Document, the Consideration in Takeover Offers and Mandatory Offers and the Exemption from the Obligation to Publish and to Make an Offer (WpÜG‑Angebotsverordnung). The Offer relates to shares in a German stock corporation (Aktiengesellschaft) and is subject to the statutory provisions of the Federal Republic of Germany on the implementation of such an offer. The Offer will not be subject to review or registration proceedings of any securities regulator outside the Federal Republic of Germany, and has not been approved or recommended by any such securities regulator.

Shareholders of METRO AG whose place of residence, incorporation, or habitual abode is in the United States of America (the “United States“) should note that the Offer is made in respect of securities of a company which is a foreign private issuer within the meaning of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act“), and the shares of which are not registered under Section 12 of the Exchange Act. The Offer is being made in the United States in reliance on the Tier 2 exemption from certain requirements of the Exchange Act, and is principally governed by disclosure and other regulations and procedures of the Federal Republic of Germany, which are different from those of the United States. To the extent that the Offer is subject to the securities laws of the United States, such laws only apply to shareholders of METRO AG whose place of residence, incorporation, or habitual abode is in the United States so no other person has any claims under such laws.

It may be difficult for shareholders of METRO AG whose place of residence, incorporation, or habitual abode is outside the Federal Republic of Germany to enforce rights and claims subject to the laws of a country other than their country of residence, incorporation, or habitual abode, in particular since METRO is organized under the laws of the Federal Republic of Germany and registered at a commercial register maintained in the Federal Republic of Germany, and some or all of its directors and officers may be residents of a country other than the country of residence, incorporation, or habitual abode of the relevant shareholder of METRO AG. Shareholders of METRO AG may not be able to sue in a court in their country of residence, incorporation, or habitual abode, a foreign entity or its directors and officers for violations of the laws of their country of residence, incorporation, or habitual abode. Further, it may be difficult to compel a foreign entity or its affiliates to subject themselves to a judgment of a court in the country of residence, incorporation, or habitual abode of a shareholder of METRO AG.

The publication, dispatch, distribution or other dissemination of the offer document or other documents related to the Offer outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and the United States may be subject to legal restrictions. The offer document and other documents related to the Offer may not be dispatched to, or disseminated, distributed, or published by third parties in countries in which this would be illegal. The Bidder has not permitted the dispatch, publication, distribution or dissemination of the offer document or other documents related to the Offer by third parties outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and the United States. Therefore, custodian investment service providers may not publish, dispatch, distribute, or disseminate the offer document or other documents related to the Offer outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and the United States unless in compliance with all applicable domestic and foreign statutory provisions.

An offer to acquire shares in METRO AG is solely made on the terms and conditions of the Offer. The further information contained and documents made available on this website do not constitute an invitation to make an offer to sell or acquire shares in METRO AG, and do not aim to issue a guarantee or constitute any other legal obligation of the Bidder. The terms and conditions of the Offer may differ from the basic information contained on this website. The terms and conditions of the Offer are exclusively contained in the offer document published on 1 October 2020. The Bidder reserves the right to amend the terms and conditions of the Offer to the extent permitted by law.

I hereby confirm that I have read, and taken note of, the above legal notices and information.