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Ad hoc disclosure pursuant to Art. 15(1)(1) WpHG (German Securities Trading Act)

26.10.1999

Ad hoc disclosure pursuant to Art. 15(1)(1) WpHG (German Securities Trading Act)

METRO AG offers the holders of free-floating Praktiker Bau- und Heimwerkermärkte AG ("Praktiker") common stock (German Securities Identification Nos. 694 310 and 694 312) to acquire their shares at a price of 16.50 euro per bearer share. The offered purchase price of 16.50 euro per Praktiker share is approx. 66% above the closing price quoted by the Frankfurt/Main stock exchange on October 25, 1999, and approx. 96% above the average closing price of Praktiker stock during the preceding 12 months (October 26, 1998, through October 25, 1999).

This VPO is unrestricted and covers the shares of stock not yet owned by METRO AG. The period for accepting the VPO will commence Nov. 4, 1999, and expire Dec. 10, 1999.

Praktiker's capital stock amounts to DM 330,000,000, divided into 66,000,000 bearer shares of common stock. METRO AG holds 75.0% of Praktiker's capital stock.

The VPO is made in conformity with the Stock Exchange Expert Committee's Takeover Code as amended up to January 1, 1998, which has been endorsed by METRO AG.

The Hirsch Group has submitted a binding offer to METRO AG to acquire the approx. 8.9% of Praktiker's capital stock held by this group, all on the terms and conditions of the VPO.

In the near future, Praktiker will undergo a thorough restructuring. Based on current plans, Praktiker is unlikely to distribute any dividends for at least the two fiscal years ahead. METRO AG, as Praktiker's majority stockholder, wishes to offer the holders of free-floating Praktiker stock the opportunity to dispose of their shares by transferring them to METRO AG on fair terms and conditions.

The restructuring for the new strategic positioning aim at achieving a sustained improvement of Praktiker's sales and earnings by repositioning market presence particularly in Germany. The necessary capital expenditure volume is estimated at some DM 300 million for the next three years.

The Executive Board of Praktiker Bau- und Heimwerkermärkte AG endorses and supports METRO AG's voluntary public offer.

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