Report by the
Supervisory Board

REWE-Zentralfinanz EG, Cologne

In 2018, the Supervisory Board was kept informed about all significant issues involving the cooperative during eight meetings held with the members of the Management Board. When necessary, the Supervisory Board obtained written and oral reports from the Management Board. The development of the cooperative was discussed on the basis of short-term income statements. The chairman of the Supervisory Board was continuously informed by the Management Board about significant developments and pending decisions. In fulfilment of its duties as required by law and the articles of association, the Supervisory Board took the necessary decisions, as documented in separate minutes. As a result of its monitoring activities and the information and documentation provided by the Management Board, the Supervisory Board is confident of the propriety of management. A constituent meeting was also held due to new elections of the Supervisory Board.

Furthermore, four meetings of the Audit Committee and three meetings of the Human Resources Committee were held in the 2018 reporting year.

The Audit Committee and the Supervisory Board reviewed the annual financial statements and management report of the company as well as the combined financial statements and combined management report following their submission by the Management Board. The annual financial statements and the management report accurately reflected the economic state of the cooperative and provided no grounds for objection. The Supervisory Board also approved the proposal for appropriation of the year’s profit.

For the purpose of determining the financial situation and propriety of management, the facilities, the financial position, the management, the annual financial statements and the combined financial statements, including the accounts and management report of the cooperative, were audited pursuant to paragraph 53 of the German Cooperative Societies Act (GenG) by the auditing firm engaged by the German Cooperative and Raiffeisen Confederation (DGRV). The annual financial statements, management report and combined financial statements received an unqualified audit opinion.

Pursuant to paragraph 58 of GenG, the Supervisory Board discussed the results of the legal audit in a joint meeting with the Management Board and the auditor. The Supervisory Board agrees with the results of the legal audit.

The Supervisory Board wishes to express its gratitude to the members of the Management Board and to all employees of REWE-ZENTRALFINANZ eG for their work during the 2018 business year.

 

Cologne, 15 May 2019

THE SUPERVISORY BOARD
signed Erich Stockhausen
Chairman

Report by the
Supervisory Board

REWE - Zentral-Aktiengesellschaft, Cologne

In the 2018 business year, the Supervisory Board fulfilled its duties as required by law, the articles of association and internal rules, and regularly advised the Management Board whilst carefully and constantly monitoring its activities. In particular, it focused its attention on the legal compliance, expediency and propriety of management.

The Management Board regularly and comprehensively informed the Supervisory Board during and between Supervisory Board meetings and through written and oral reports on business policy; all relevant aspects of corporate planning, including financial, investment and disinvestment planning; business development; the economic situation of the company and the Combine; and the financial situation as well as on important decisions and business transactions affecting the Combine.

The Supervisory Board was directly involved in all decisions of major importance to the company. The Supervisory Board approved transactions requiring its consent after extensive consultation and review of the detailed documents provided by the Management Board.

Seven meetings of the Supervisory Board and four meetings of the Audit Committee were held in the 2018 reporting year. A constituent meeting was also held due to new elections of the Supervisory Board. In addition to the meetings, the chairman of the Supervisory Board received regular written or oral updates from the CEO about current business developments and key business transactions.

PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, the firm selected as company auditor by the Annual General Meeting on 24 June 2018 and engaged by the Supervisory Board, has audited the annual financial statements and the management report of the company as well as the combined financial statements and the combined management report and has issued an unqualified audit opinion.

The financial statements, the Management Board’s proposal for the appropriation of profit and the auditor’s reports were forwarded to the members of the Supervisory Board in a timely manner prior to the Audit Committee meeting on 7 and 8 May 2019.

These were discussed and studied in detail by the Audit Committee and Supervisory Board in the presence of the auditor. The auditor reported on the key results of its audit and remained available to answer questions and provide further Information.

Following a review of the annual and combined financial statements, the Supervisory Board saw no reason to raise objections with regard to the Management Board and the submitted financial statements. The Supervisory Board has approved the annual financial statements and management report of the company as well as the combined financial statements and combined management report and has accepted the Management Board’s proposal for the appropriation of profit. The annual financial statements of REWE-Zentral-Aktiengesellschaft for 2018 are hereby confirmed.

The Supervisory Board wishes to thank the members of the Management Board and all employees of REWE - Zentral-Aktiengesellschaft for their work in the 2018 business year.

 

Cologne, 15 May 2019

THE SUPERVISORY BOARD
signed Erich Stockhausen
Chairman