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METRO Group
Almanya
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Romanya
Russia
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Ad hoc release in accordance with § 15 of the Securities Trading Law

22.05.2000

Ad hoc release in accordance with § 15 of the Securities Trading Law

Details are as follows: The up to 23,001,346 preference shares can be exchanged by means of a cash payment of a conversion premium of 11.60 Euro / » 22.69 DM for each registered preference share to be converted at a ratio of 1:1 to ordinary shares of METRO AG with full dividend entitlement for fiscal year 2000. The period for the acceptance of the conversion offer is three weeks and is scheduled to begin in late summer 2000; the converted ordinary shares are scheduled to be available at the end of October 2000. The cash supplement amounts to approx. 2/3 of the difference between the average prices of the ordinary and the preference shares during the period between 18 February – 19 May 2000, i.e. the last three months before this ad hoc notice. The calculation of the supplement was based on the closing prices on the Frankfurt securities exchange during the reference period. Based on the closing price of the preference shares on 19 May 2000 and the cash supplement of 11.60 Euro / » 22.69 DM, this resulted in a disagio on the last day before this ad hoc notice compared to the closing price of the ordinary shares of 7.15 Euro or 17%. With the planned conversion of preference shares to ordinary shares, the preference shareholders have the opportunity to divest the less liquid preference shares. METRO AG strives thereby to retain the preference shareholders as company shareholders in the future. With the optimization of the capital structure, METRO AG is increasing its attractiveness to the capital market and transparency especially for international investors ("One company, one share"). This is particularly true for the inclusion in international representative stock market indices, whereby membership as a rule is based only on the market capitalization of the most liquid shares of a company. Simultaneously, the liquidity of the ordinary share is increased by the extent to which the preference shareholders exercise their rights of conversion. With the proceeds from the conversion premium, METRO AG is increasing its financial power in order to accelerate international expansion in the retail business. The decision proposals required for the conversion of preference shares to ordinary shares will be announced on 24 May 2000 in the invitation to the annual general meeting, which will take place on 4 July 2000 and the special meeting of the preference shareholders on the same day.

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