Independent auditor's report

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To REWE-ZENTRALFINANZ eG, Cologne, and REWE - Zentral-Aktiengesellschaft, Cologne

Audit Opinions

We have audited the Combined Financial Statements of REWE-ZENTRALFINANZ eG, Cologne, and REWE - Zentral-Aktiengesellschaft, Cologne, which comprise the combined balance sheet as at December 31, 2017, the combined income statement, the combined statement of comprehensive income, the combined statement of changes in equity, the combined cash flow statement for the financial year from January 1 to December 31, 2017, and the notes to the Combined Financial Statements, including a summary of significant accounting policies for the group of consolidated companies listed in Note 3 "Consolidation" of the notes to the Combined Financial Statements (the REWE Group). In addition, we have audited the Combined Management Report of the REWE GROUP for the financial year from January 1 to December 31, 2017. 

In our opinion, on the basis of the knowledge obtained in the audit,

  • the accompanying Combined Financial Statements comply, in all material respects, with the IFRSs as adopted by the EU and, in compliance with these requirements, give a true and fair view of the assets, liabilities, and financial position of the REWE Group as at December 31, 2017, and of its financial performance for the financial year from January 1 to December 31, 2017, and
  • the accompanying Combined Management Report as a whole provides an appropriate view of the REWE Group's position. In all material respects, this Combined Management Report is consistent with the Combined Financial Statements, complies with German legal requirements and appropriately presents the opportunities and risks of future development.

Pursuant to § [Article] 322 Abs. [paragraph] 3 Satz [sentence] 1 HGB [Handelsgesetzbuch: German Commercial Code], we declare that our audit has not led to any reservations relating to the legal compliance of the Combined Financial Statements and of the Combined Management Report.

Basis for the Audit Opinions

We conducted our audit of the Combined Financial Statements and of the Combined Management Report in accordance with § 317 HGB and in compliance with German Generally Accepted Standards for Financial Statement Audits promulgated by the Institut der Wirtschaftsprüfer [Institute of Public Auditors in Germany] (IDW). Our responsibilities under those requirements and principles are further described in the "Auditor's Responsibilities for the Audit of the Combined Financial Statements and of the Combined Management Report" section of our auditor's report. We are independent of the group entities included in the Combined Financial Statements in accordance with the requirements of European law and German commercial and professional law, and we have fulfilled our other German professional responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions on the Combined Financial Statements and on the Combined Management Report.

Reference to another matter

We refer to the statements made by the executive directors in section 1 "Basic Principles" of the notes to the Combined Financial Statements and the section entitled "Group Structure" of the Combined Management Report, which present that the REWE Group comprises two independent combines with REWE-ZENTRALFINANZ eG, Cologne, (RZF) and REWE - Zentral-Aktiengesellschaft, Cologne, (RZAG) as the respective parent companies. The consolidated financial statements and group management reports of these two corporate groups as at December 31, 2017 have been combined on a voluntary basis into a single set of financial statements ("Combined Financial Statements") and management report ("Combined Management Report"). To that extent, the Combined Financial Statements and the Combined Management Report relate to the REWE Group as a whole and not to the individual combines with their respective parent entities and subsidiaries.

This does not affect our audit opinions on the Combined Financial Statements and the Combined Management Report.

Other Information 

The executive directors of REWE-ZENTRALFINANZ eG and REWE - Zentral-Aktiengesellschaft are jointly responsible for the other information.

The other information comprises further the remaining parts of the annual report obtained by us prior to the date of this audit opinion – excluding cross-references to external information – with the exception of the audited Combined Financial Statements, the audited Combined Management Report and our auditor's report. 

Our audit opinions on the Combined Financial Statements and on the Combined Management Report do not cover the other information, and consequently we do not express an audit opinion or any other form of assurance conclusion thereon.

In connection with our audit, our responsibility is to read the other information and, in so doing, to consider whether the other information

  • is materially inconsistent with the Combined Financial Statements, with the Combined Management Report or our knowledge obtained in the audit, or
  • otherwise appears to be materially misstated.

Responsibilities of the Executive Directors for the Combined Financial Statements and the Combined Management Report

The executive directors of REWE-ZENTRALFINANZ eG and REWE - Zentral-Aktiengesellschaft are jointly responsible for the preparation of the Combined Financial Statements that comply, in all material respects, with IFRSs as adopted by the EU and the additional requirements of German commercial law pursuant to § 315e Abs. 1 HGB and that the Combined Financial Statements, in compliance with these requirements, give a true and fair view of the assets, liabilities, financial position, and financial performance of the REWE Group. In addition the executive directors of REWE-ZENTRALFINANZ eG and REWE - Zentral-Aktiengesellschaft are jointly responsible for such internal control as they have determined necessary to enable the preparation of Combined Financial Statements that are free from material misstatement, whether due to fraud or error. 

In preparing the Combined Financial Statements, the executive directors of REWE-ZENTRALFINANZ eG and REWE - Zentral-Aktiengesellschaft are jointly responsible for assessing the REWE Group's ability to continue as a going concern. They also have the responsibility for disclosing, as applicable, matters related to going concern. In addition, they are responsible for financial reporting based on the going concern basis of accounting unless there is an intention to liquidate the REWE Group or to cease operations, or there is no realistic alternative but to do so.

Furthermore, the executive directors of REWE-ZENTRALFINANZ eG and REWE - Zentral-Aktiengesellschaft are jointly responsible for the preparation of the management report that as a whole provides an appropriate view of the REWE Group's position and is, in all material respects, consistent with the Combined Financial Statements, complies with German legal requirements, and appropriately presents the opportunities and risks of future development. In addition, the executive directors of REWE-ZENTRALFINANZ eG and REWE - Zentral-Aktiengesellschaft are jointly responsible for such arrangements and measures (systems) as they have considered necessary to enable the preparation of a Combined Management Report that is in accordance with the applicable German legal requirements, and to be able to provide sufficient appropriate evidence for the assertions in the Combined Management Report.

Auditor's Responsibilities for the Audit of the Combined Financial Statements and of the Combined Management Report

Our objectives are to obtain reasonable assurance about whether the Combined Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and whether the Combined Management Report as a whole provides an appropriate view of the REWE Group's position and, in all material respects, is consistent with the Combined Financial Statements and the knowledge obtained in the audit, complies with the German legal requirements and appropriately presents the opportunities and risks of future development, as well as to issue an auditor's report that includes our audit opinions on the Combined Financial Statements and on the Combined Management Report.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with § 317 HGB and in compliance with German Generally Accepted Standards for Financial Statement Audits promulgated by the Institut der Wirtschaftsprüfer (IDW) will always detect a material misstatement. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Combined Financial Statements and this Combined Management Report.

We exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the Combined Financial Statements and of the Combined Management Report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our audit opinions. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. 
  • Obtain an understanding of internal control relevant to the audit of the Combined Financial Statements and of arrangements and measures (systems) relevant to the audit of the Combined Management Report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an audit opinion on the effectiveness of these systems.
  • Evaluate the appropriateness of accounting policies used jointly by the executive directors of REWE-ZENTRALFINANZ eG and REWE - Zentral-Aktiengesellschaft and the reasonableness of estimates made jointly by the executive directors of REWE-ZENTRALFINANZ eG and REWE - Zentral-Aktiengesellschaft and related disclosures.
  • Conclude on the appropriateness of the executive directors of REWE-ZENTRALFINANZ eG and REWE - Zentral-Aktiengesellschaft use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the REWE Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in the auditor's report to the related disclosures in the Combined Financial Statements and in the Combined Management Report or, if such disclosures are inadequate, to modify our respective audit opinions. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the REWE Group to cease to be able to continue as a going concern.
  • Evaluate the overall presentation, structure and content of the Combined Financial Statements, including the disclosures, and whether the Combined Financial Statements present the underlying transactions and events in a manner that the Combined Financial Statements give a true and fair view of the assets, liabilities, financial position and financial performance of the REWE Group in compliance with IFRSs as adopted by the EU.
  • Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the REWE Group to express audit opinions on the Combined Financial Statements and on the Combined Management Report. We are responsible for the direction, supervision and performance of the audit of the REWE Group. We remain solely responsible for our audit opinions.
  • Evaluate the consistency of the Combined Management Report with the Combined Financial Statements, its conformity with German law, and the view of the REWE Group's position it provides.
  • Perform audit procedures on the prospective information presented jointly by the executive directors of REWE-ZENTRALFINANZ eG and REWE - Zentral-Aktiengesellschaft in the Combined Management Report. On the basis of sufficient appropriate audit evidence we evaluate, in particular, the significant assumptions used jointly by the executive directors of REWE-ZENTRALFINANZ eG and REWE - Zentral-Aktiengesellschaft as a basis for the prospective information, and evaluate the proper derivation of the prospective information from these assumptions. We do not express a separate audit opinion on the prospective information and on the assumptions used as a basis. There is a substantial unavoidable risk that future events will differ materially from the prospective information.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Cologne, April 17, 2018

PricewaterhouseCoopers GmbH
Wirtschaftsprüfungsgesellschaft

Jörg Sechser
Wirtschaftsprüfer
(German Public Auditor)

Matthias Kirschke
Wirtschaftsprüfer
(German Public Auditor)