CECONOMY AG

Capital/Financing Update • May 25, 2011

News Details

Other Capital Market Information | 25 May 2011 15:18

METRO AG: Release according to section 30e of the WpHG [the German Securities Trading Act] with the objective of Europe-wide distribution

METRO AG / Law amendment of securities according to section 30e para. 1, No. 1 of the WpHG [the German Securities Trading Act]

25.05.2011 15:18

Dissemination of a Post-admission Duties announcement according to Article 30e Para. 1, No. 1 WpHG, transmitted by
DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.

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Notice of substitution to noteholders

In relation to the Final Terms document dated 18 February 2010 in respect
of the issue of EUR 750,000,000 4.25 per cent. Notes of 2010 due 22
February 2017 (ISIN DE000A1C92S3) (the 'Notes') by Metro AG (the 'Issuer')

The Issuer hereby notifies the noteholders of the Notes (the 'Noteholders')
that pursuant to paragraph 12 (a) of the terms and conditions pertaining to
the Notes (the 'Terms and Conditions') the Issuer will be substituted as
Issuer by Metro Finance B.V. as new issuer (the 'New Issuer') in respect of
all obligations arising from or in connection with the Notes as of 31 May
2011 (the 'Effective Date'). The New Issuer (i) assumes all obligations of
the Issuer arising from or in connection with the Notes and (ii) has
obtained any necessary authorisation from the competent authorities to the
effect that the New Issuer may transfer to the relevant Paying Agent in the
Issue Currency or other relevant currency without the withholding at source
or deduction at source of any taxes, fees, duties, assessments or other
governmental charges all amounts required for the performance of the
payment obligations arising from or in connection with the Notes.

The Issuer in its function as guarantor (the 'Guarantor') irrevocably and
unconditionally guarantees such obligations of the New Issuer. The intent
and purpose of the guarantee (the 'Guarantee') is to ensure that the
Noteholders, under all circumstances and regardless of any factual and
legal circumstances, motivations and considerations on the basis of which
the New Issuer may fail to effect payment, shall receive principal and
interest and additional amounts payable pursuant to the Terms and
Conditions of the Notes on the due dates in accordance with the Terms and
Conditions. The Guarantee constitutes a contract in favour of the
Noteholders as third party beneficiaries pursuant to § 328 (1) of the
German Civil Code entitling each Noteholder to require performance of the
obligations undertaken by the Guarantor and to enforce such obligations
against the Guarantor. Accordingly, the Guarantor shall at any time upon
first written demand pay all amounts required under the Guarantee without
any restrictions in case the New Issuer should for any reason fail to pay
the amounts due.

All references in the Terms and Conditions to the Issuer shall from the
Effective Date on be deemed to refer to the New Issuer as further described
in paragraph 12 (b) of the Terms and Conditions of the Notes. The Notes
listed on the regulated market of the Luxembourg Stock Exchange will not be
stamped or exchanged, and any Notes will forthwith be listed under the name
of the New Issuer under the Guarantee of the Guarantor on the regulated
market of the Luxembourg Stock Exchange.

The Issuer and the Guarantor accept responsibility for the information
contained herein.

Metro AG

25.05.2011 DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de

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Language: English
Company: METRO AG
Schlüterstr. 1
40235 Düsseldorf
Deutschland
Internet: www.metrogroup.de

End of Announcement DGAP News-Service

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