METRO AG - METRO Group

Report of the Supervisory Board
The past fiscal year was marked by a fundamental
restructuring process affecting the key
companies of today’s METRO AG Group and
by their integration into METRO AG.
The METRO AG Group was formed by Metro
Vermögensverwaltung GmbH & Co KG contributing
in March 1996 to Steba Beteiligungs AG
(a company acquired in late 1995 and renamed
METRO AG) the controlling interests held
in Asko Deutsche Kaufhaus AG and Kaufhof
Holding AG, along with its interest in Metro
SB-Grossmärkte GmbH & Co KG and various
other companies. Such contributions in kind
took economic effect at January 1, 1996, which
is hence the date of the METRO AG Group’s
formal inception.
Members of METRO AG’s Supervisory Board
were as from December 5, 1995, Mr. Erwin
Conradi, Mr. Hans-Dieter Cleven and Dr. Stephan
Ulrich. On December 5, 1995, the Supervisory
Board appointed Prof. Dr. Erich Greipl and Mr.
Joachim Suhr as the Company’s Executive
Board members.
After the aforesaid financial interests had been
contributed to METRO AG on March 14, 1996,
the Company aimed to merge Asko Deutsche
Kaufhaus AG, Deutsche SB-Kauf AG (in which
Asko then held a 79-percent stake), and Kaufhof
Holding AG each into METRO AG. The Supervisory
Boards of Asko, DSBK and Kaufhof dealt
in detail with this structural decision and the
required steps and actions; on March 27 and
29, 1996, respectively, they unanimously
advocated the envisaged mergers. The stockholders’
meetings of Asko Deutsche Kaufhaus
AG, Deutsche SB-Kauf AG and Kaufhof Holding
AG voted in favor of the corresponding merger
agreements with METRO AG on May 24, 28
and 30, 1996, respectively, all with a majority
of more than 99 percent. The resolution approving
the merger agreements was adopted by
METRO AG’s stockholders’ meeting of June 21,
1996.
METRO AG
Due to the mergers, METRO AG required
a Supervisory Board in conformity with the
German Codetermination Act 1976. On June
21, 1996, METRO AG’s stockholders’ meeting
elected the following ten Supervisory Board
members as the stockholder representatives:
Mr. Erwin Conradi, Mr. Hans-Dieter Cleven,
Prof. Dr. Erich Greipl (who prior to the election
had stepped down from the Executive Board),
Mr. Sven Gronostay, Ms. Angelika Hünerbein,
Ms. Renata Jungo, Mr. Bernd Kreft, Mr. Hugo
Trütsch, Dr. Stephan Ulrich, and Mr. Heinz-
Jürgen Weber.
It proved impossible at short notice to abide
by the highly complex procedure prescribed by
the Codetermination Act for electing an equal
number of employee representatives; therefore,
these members had to be appointed by
the court pursuant to Art. 104(4) AktG. On
August 14, 1996, the following employee representatives
were elected Supervisory Board
members of METRO AG: Mr. Klaus Bruns,
Mr. Holger Grape, Mr. Hubert Haselhoff, Mr.
Hanns-Jürgen Hengst, Mr. Gerhard Herbst,
Mr. Hermann Hesse, Ms. Ingeborg Janz, Dr.
Karlheinz Marth, Mr. Gustav-Adolf Munkert,
and Mr. Peter Seuberling.
On June 21, 1996, and with effect from July 1,
1996, the Supervisory Board appointed Mr.
Wolfgang Urban, Mr. Klaus Wiegandt, Mr.
Siegfried Kaske, Dr. Hans-Joachim Körber,
Dr. Wolf-Dietrich Loose and Mr. Joachim Suhr
as METRO AG’s Executive Board members for
a term of 5 years. At the same time, Mr. Urban
and Mr. Wiegandt were appointed Executive
Board spokesmen.
Concurrently with the entries in METRO AG’s
Commercial Register on July 18 and 19, 1996,
the mergers of Asko Deutsche Kaufhaus AG,
Deutsche SB-Kauf AG and Kaufhof Holding AG
took effect. The three original mergees had
thus become defunct, their stockholders thenceforth
being owners of METRO AG.
89