The REWE Group is an international retail and tourism group. It consists of two independent corporate groups with the parents, REWE-ZENTRALFINANZ eG, Cologne (RZF), and REWE - Zentral-Aktiengesellschaft, Cologne (RZAG).
The combined financial statements of these two corporate groups as at 31 December 2018 have been combined on a voluntary basis into a single set of financial statements ("Combined Financial Statements"). The information provided below refers to these Combined Financial Statements. The accounting policies used are explained in the notes to the Combined Financial Statements.
As at 31 December 2018, the Combined Financial Statements included the parent companies as well as a total of 412 subsidiaries (previous year: 396).
The Management Boards of RZAG and RZF held meetings on 25 February 2019. At its meeting, the Management Board of RZAG resolved to transfer all shares with restricted transferability held by the shareholders of RZAG, with the exception of RZF's shareholders and the "KAM" shareholders, on the basis of contribution agreements or share purchase and transfer agreements, and proposed to the Annual General Meeting that it also consent to this. At its meeting, the Management Board of RZF approved the acquisition of the aforementioned shares and proposed to the Annual General Meeting that is also consent to this. The Supervisory Boards of RZAG and RZF adopted the resolutions without amendment on 20 March 2019. The final approvals still required for the effectiveness of the contribution agreements are to be given at an extraordinary general meeting of RZF and at an extraordinary general meeting of RZAG on 30 April 2019.
The contributions are to be made in the form of contributions in kind against the grant of additional shares of RZF. The shareholdings will be determined based on the ratio of fair values calculated for both groups. The fair values were determined by an external appraiser. The value ratios as at 31 December 2018 serve as the basis for the valuation.
The sales are based on the values in KPMG's expert opinion, which was prepared in accordance with the requirements of IDW S1 and is dated 27 February 2019.
Following the transfer of shares, RZF will hold a controlling interest of 99.9995 per cent in RZAG. RZF is expected to acquire the remaining eight shares from the "KAM" shareholders in 2019.
The REWE Group operates in various business segments, which are divided into divisions and segments.
The Retail Germany business segment includes the REWE, Penny Germany and Retail Germany Central Companies divisions.
In the REWE division, 1,832 supermarkets and consumer stores are operated under the REWE CITY, REWE CENTER and REWE To Go brands. There are also 2,616 REWE and REWE Dortmund partner stores, REWE Dortmund stores and nahkauf stores as well as significant large, third-party corporate customers supplied by the wholesale business. Retail Germany also has an online presence with REWE.de.
The Penny Germany division operates 2,182 discount stores under the PENNY brand.
In addition to the domestic real estate companies, the Retail Germany Central Companies division also includes the production and sale of baking items under the Glocken Bäckerei brand and the production of meat and sausage products under the Wilhelm Brandenburg brand.
The Retail International business segment covers the Austrian Full-Range Stores, CEE Full-Range Stores and Penny International divisions. The Austrian and CEE Full-Range Stores divisions operate supermarkets and consumer stores at a total of 2,847 locations. In Austria, the stores are operated under the BILLA, MERKUR and ADEG brands. In addition, the wholesale business supplies 378 ADEG partner stores. The Retail International stores are also represented with the BILLA supermarkets in Bulgaria, Russia, Slovakia, the Czech Republic and Ukraine. In addition, drug stores are also operated in Croatia and Austria under the BIPA brand. In Lithuania, supermarkets are operated under the IKI brand.
In the Penny International division, the PENNY MARKT and PENNY MARKET brands are operated at a total of 1,505 locations in Italy, Austria, Romania, the Czech Republic and Hungary.
The Travel and Tourism business segment is organised into the Central Europe, Northern Europe, Eastern Europe and Destination Areas divisions. It comprises a number of tour operators, travel sales channels (travel agency chains, franchise sales channels and online portals) as well as destination agencies and hotels under the DER Touristik umbrella brand. Travel and Tourism business segment operates in the source markets of Germany, Austria, Switzerland, Eastern Europe, as well as Scandinavia, Finland, France, the United Kingdom and the Benelux countries through the Kuoni units. Travel and Tourism mainly trades under the brands ADAC REISEN, Apollo, Club Calimera, DER.COM, DER Reisebüro, DERPART, DERTOUR, EXIM Tours, helvetic tours, ITS, Jahn Reisen, KUONI and Meier's Weltreisen. The Travel and Tourism business segment has a total of 760 physical sales locations.
The DIY Stores (formerly: National Specialist Stores) business segment operates 295 DIY stores in Germany under the toom Baumarkt and B1 Discount Baumarkt brands. As part of the wholesale business, 38 partner stores and franchisees are also supplied.
Central services provided by the parent companies and various subsidiaries for group companies and third parties are combined under the Other business segment. These services are essentially procurement functions (merchandise wholesale business and warehousing), central settlement, del credere assumptions, IT services, energy trading (EHA), online retail trade (ZooRoyal and Weinfreunde), e-commerce services (REWE Digital) as well as coordination of Group-wide advertising activities.
|Country||Retail Germany||Retail International||Travel and Tourism||DIY Stores||Total|
- *Denmark, Finland, Norway and Sweden.