Proposed Placing in Booker Group plc

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

PROPOSED PLACING OF 156,621,525 ORDINARY SHARES IN BOOKER GROUP PLC ("BOOKER" OR THE "COMPANY") BY METRO AG

2 September 2014

Metro AG ("Metro") announces its intention to sell 156,621,525 ordinary shares held indirectly in the Company (the "Placing Shares"), being its entire shareholding in the Company. The Placing Shares are held directly by Metro Cash & Carry International Holding B.V. (an indirect subsidiary of Metro) and represent approximately 9% of the Company's total issued ordinary share capital.

The Placing Shares are being offered by way of an accelerated bookbuild (the "Placing"), which will be launched immediately following this announcement. J.P. Morgan Securities plc, (which conducts its UK investment banking activities as J.P. Morgan Cazenove) ("J.P. Morgan Cazenove") is acting as sole bookrunner in connection with the Placing. The Placing Shares will rank pari passu with the Company's ordinary shares.

The final price of the Placing Shares will be agreed by Metro and J.P. Morgan Cazenove at the close of the bookbuild process, and the results of the Placing will be announced as soon as practicable thereafter. The timings for the close of the bookbuild process and allocations are at the absolute discretion of J.P. Morgan Cazenove.

Rationale for the Placing

On 30 May 2012 Metro announced the disposal of its UK cash and carry operations to Booker and the formation of the strategic partnership with Booker to facilitate competence sharing for mutual benefit. As a consequence of this transaction Metro became a significant indirect shareholder in Booker. These arrangements have worked very well for both Metro and Booker given the strong performance of the combined UK business, and have created significant value for Metro. The share price since close on 29 May 2012 has increased from 79.1 pence to 134.6 pence as at the opening of trading on 2 September 2014.

Metro is disposing of its entire (approximately 9%) indirect shareholding in Booker in order to reinvest the capital in other areas with a view to further strengthening its strategic position and to realise the additional value created from this shareholding. Metro and Booker will continue with their successful strategic partnership which has delivered significant levels of cooperation and competence sharing between the two businesses.

Olaf Koch, CEO of Metro, commented:

"Our relationship with Charles Wilson and the team at Booker has created significant value over the last two years, in terms of both our shareholding and our strategic partnership. We are today selling our shareholding in Booker to realise the additional value created from this shareholding and to reduce further our level of debt. We look forward to working with Booker over the years to come as we continue with our strategic partnership."

Enquiries:

J.P. Morgan Cazenove +44 (0)20 7742 4000

Klaus Hessberger

Toby Radford

Barry Meyers

Luke Bordewich

IMPORTANT NOTICE

This announcement is for information purposes only and shall not constitute or form part of an offer to buy, sell, issue, acquire or subscribe for, or the solicitation of an offer to buy, sell, issue, acquire or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.

In particular, this announcement does not constitute or form part of any offer to buy, sell, issue, acquire or subscribe for, or the solicitation of an offer to buy, sell, issue, acquire, or subscribe for, any securities in Australia, Canada, Japan or South Africa or any other jurisdiction into which such offer or solicitation would be unlawful. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") and may not be offered, sold or transferred, directly or indirectly, within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any state or other jurisdiction of the United States. No public offering of the securities referred to herein is being made in the United Kingdom, Australia, Canada, Japan, South Africa or any other jurisdiction.

The distribution of this announcement and the Placing of the Placing Shares as set out in this announcement in certain jurisdictions may be restricted by law. No action has been taken that would permit an offering of such shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about, and to observe, such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement is directed only at persons (i) having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) who are high net worth entities falling within Article 49(2)(a) to (d) of the Order, and other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). This announcement must not be acted or relied on in the United Kingdom by persons who are not relevant persons.

In member states of the European Economic Area ("EEA"), this announcement is only addressed to and directed at persons who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in each Relevant Member State) (the "Prospectus Directive") ("Qualified Investors").

J.P. Morgan Securities plc (which conducts its UK investment banking activities as J.P. Morgan Cazenove) ("JPMC"), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting for Metro in connection with the Placing and no-one else and will not be responsible to anyone other than Metro for providing advice in relation to the Placing or any other matter referred to in this announcement.

This announcement has been issued by and is the sole responsibility of Metro. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by JPMC or by any of its respective affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares. Past performance is no guide to future performance and persons needing advice should consult an independent financial advisor.