METRO AG Metro Finance B.V. - METRO GROUP

Second Supplement to the Debt Issuance Programme Prospectus dated 24 May 2012Dated 13 November 2012This document constitutes a supplement (the "Supplement") for the purposes of Article 16 of Directive2003/71/EC, as amended by Directive 2010/73/EU, and should be read in conjunction with the two prospectuses:(i) the prospectus of Metro AG in respect of non-equity securities within the meaning of Art. 22 No. 6 (4) of theCommission Regulation (EC) No. 809/2004 of 29 April 2004, as amended ("Non-Equity Securities") and (ii) theprospectus of Metro Finance B.V. in respect of Non-Equity Securities which have been supplemented by asupplement dated 20 September 2012 (together, the "Prospectus").METRO AGDüsseldorf, Federal Republic of Germanyas Issuer and as Guarantor for Notes issued byMetro Finance B.V.(a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid)incorporated under the laws of The Netherlands and having its corporate seat in Venlo, TheNetherlands)as IssuerEuro 6,000,000,000Debt Issuance ProgrammeEach Issuer has requested the Luxembourg Commission de Surveillance du Secteur Financier("CSSF") to provide the competent authority in the Federal Republic of Germany with a certificate ofapproval attesting that the Supplement has been drawn up in accordance with the Loi relative auxprospectus pour valeurs mobilières, as amended (the "Luxembourg Law") which implementsDirective 2003/71/EC of the European Parliament and the Council of 4 November 2003 intoLuxembourg law, as amended by Directive 2010/73/EU of the European Parliament and the Council of24 November 2010 ("Notification"). Each Issuer may request the Commission to provide competentauthorities in additional host Member States within the European Economic Area with a Notification.RIGHT TO WITHDRAWInvestors who have already agreed to purchase or subscribe for Notes of any tranche to beissued under the Programme prior to publication of this Supplement are entitled to withdrawtheir purchase orders pursuant to Art. 13(2) of the Luxembourg Law within two working daysafter the publication of this Supplement until 15 November 2012 provided that the relevantpurchase has not yet been completed. A withdrawal, if any, is to be adressed to the relevantbank or savings bank or any other distributor with whom the relevant agreement to purchaseor subscribe has been entered into.

2This Supplement has been approved by the CSSF, has been filed with said authority and will bepublished in electronic form on the website of the Luxembourg Stock Exchange (www.bourse.lu).METRO AG ("Metro", the "Guarantor" or the "Company") with its registered office in Düsseldorf andMetro Finance B.V. ("Finance") with its registered office in Venlo (each an "Issuer" and together the"Issuers") are solely responsible for the information given in this Supplement.To the best of the knowledge of the Issuers (which have taken all reasonable care to ensure that suchis the case) the information contained in this Supplement is in accordance with the facts and does notomit anything likely to affect the import of such information.Terms defined or otherwise attributed meanings in the Prospectus have the same meaning when usedin this Supplement. All references in the Prospectus to “the Prospectus”, “this Prospectus” or any othersimilar expression, in particular regarding confirmations and representations as to the informationcontained therein, shall be deemed to also refer to this Supplement.This Supplement shall only be distributed in connection with the Prospectus. To the extent that there isany inconsistency between any statement in this Supplement and any other statement in orincorporated by reference in the Prospectus, the statements in this Supplement will prevail.Save as disclosed in this Supplement, there has been no other significant new factor, material mistakeor inaccuracy relating to information included in the Prospectus which is capable of affecting theassessment of Notes issued under the Programme since the publication of the Prospectus.The purpose of this Supplement is to incorporate by reference the Quarterly Financial Report 9M/Q32012 of Metro. The Issuers therefore disclose the following changes to the Prospectus:The section "Documents incorporated by reference" on page 5 of the Prospectus shall beadded by the following content:“Documents incorporated by referenceThe following document shall be incorporated into this Prospectus:Document / HeadingPagereference inthe relevantfinancialreportIncluded onpage ofProspectusMETRO AGQuarterly Financial Report 9M/Q3 2012Unaudited consolidated Financial Statements of the MetroGroup

3Income Statement 23 5Balance Sheet 25 5Cashflow Statement 26 5Notes to the Consolidated Financial Statements 28-34 5Any document incorporated by reference (as specified in the table above under "DocumentsIncorporated by Reference") and this Prospectus will be available for inspection at the specified officeof the relevant Issuer and at the specified office of the Luxembourg Paying Agent during normalbusiness hours, as long as any of the Notes are outstanding, and on the website of the LuxembourgStock Exchange under "www.bourse.lu".Such document may also be obtained free of charge at the registered office of METRO AG and arealso available on the website of METRO AG(http://www.metrogroup.de/internet/site/metrogroup/node/13029/Lde/index.html).For the avoidance of doubt, such parts of the documents relating to METRO AG (which together withits affiliates is referred to as the "METRO Group", "METRO AG Group" or the "Group") for the firstnine months of the year 2012, respectively, which are not explicitly listed in the table above, areincluded for information purposes only.”

4ADDRESS LISTREGISTERED OFFICE OF THE ISSUERSMETRO AGMetro Finance B.V.Schlüterstraße 1Antoniuslaan 85 b+c40235 Düsseldorf 5921 KB Venlo-BlerickGermanyThe NetherlandsREGISTERED OFFICE OF THE GUARANTORMETRO AGSchlüterstraße 140235 DüsseldorfGermanyFISCAL AGENTDeutsche Bank AktiengesellschaftGrosse Gallusstrasse 10-1460272 Frankfurt am MainGermanyLUXEMBOURG PAYING AGENTDeutsche Bank Luxembourg, S.A.2 Boulevard Konrad AdenauerL-1115 LuxembourgLuxembourg