MTAGF / Ceconomy AG - Документы SEC, Годовой отчет, Доверенное заявление

MTTRY / Metro AG 425 (Prospectus)

425 Filed by: METRO INC. Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: The Jean Coutu Group (PJC) Inc. Form F-8 File No.: 333-221208 On May 11, 2018 at approximately 8 a.m. eastern standard time, METRO INC. (“METRO”) first used or made available the following communication: 1. In a press release dated May 11, 2018, METRO announced that it had completed the acqu

INTERIM REPORT 12-week period ended March 17, 2018 2nd Quarter 2018

EX-3.20 Exhibit 3.20 INTERIM REPORT 12-week period ended March 17, 2018 2nd Quarter 2018 HIGHLIGHTS 2018 SECOND QUARTER ⬛ Sales of $2,899.0 million, down 0.1% ⬛ Same-store sales up 1.0% taking into account the Christmas week shift ⬛ Net earnings of $106.9 million, down 19.3% ⬛ Adjusted net earnings(1) of $108.1 million, down 5.1% ⬛ Fully diluted net earnings per share of $0.47, down 16.1%, and dow

MTTRY / Metro AG POST-EFFECTIVE AMENDMENT NO. 4 TO FORM F-8

F-8 POS 1 d545463df8pos.htm POST-EFFECTIVE AMENDMENT NO. 4 TO FORM F-8 As filed with the U.S. Securities and Exchange Commission on April 24, 2018 Registration No. 333-221208 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 4 TO FORM F-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 METRO INC. (Exact name of registrant as specified in i

MTTRY / Metro AG 425 (Prospectus)

425 Filed by: METRO INC. Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: The Jean Coutu Group (PJC) Inc. Form F-8 File No.: 333-221208 On April 23, 2018 at 7:03 PM eastern standard time, METRO INC. (“METRO”) first used or made available the following communication: 1. In a press release dated April 23, 2018, METRO announced that it received Canadian Competition B

MTTRY / Metro AG POST-EFFECTIVE AMENDMENT NO. 3 TO FORM F-8

F-8 POS 1 d472086df8pos.htm POST-EFFECTIVE AMENDMENT NO. 3 TO FORM F-8 As filed with the U.S. Securities and Exchange Commission on January 31, 2018 Registration No. 333-221208 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 3 TO FORM F-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 METRO INC. (Exact name of registrant as specified in

INTERIM REPORT 12-week period ended December 23, 2017 1st Quarter 2018

EX-3.19 Exhibit 3.19 INTERIM REPORT 12-week period ended December 23, 2017 1st Quarter 2018 HIGHLIGHTS Sales of $3,111.8 million, up 4.7% Same-store sales up 3.4% Same-store sales taking into account the Christmas week shift up 1.2% Fully diluted net earnings per share of $5.67 Adjusted fully diluted net earnings per share(1) of $0.67 up 15.5% Declared dividend of $0.18, up 10.8% REPORT TO SHAREHO

Capital stock

EX-3.18 Exhibit 3.18 THE JEAN COUTU GROUP (PJC) INC. Condensed consolidated statements of income 13 weeks 39 weeks For the periods ended December 2, 2017 and November 26, 2016 2017 2016 2017 2016 (unaudited, in millions of Canadian dollars, unless otherwise noted) $ $ $ $ Sales 678.3 693.3 2,015.0 1,978.8 Other revenues (Note 3) 80.6 70.4 238.6 209.7 758.9 763.7 2,253.6 2,188.5 Operating expenses

Director since/ Expiry of current term of office

Exhibit 3.17 ANNUAL INFORMATION FORM OF METRO INC. Year ended September 30, 2017 December 11, 2017 Table of contents FORWARD-LOOKING INFORMATION 1 1. INCORPORATION 1 1.1. INCORPORATION OF THE ISSUER 1 1.2. SUBSIDIARIES 2 2. GENERAL DEVELOPMENT OF THE BUSINESS OVER THE PAST THREE YEARS 2 3. DESCRIPTION OF THE BUSINESS 5 3.1. BUSINESS OF THE CORPORATION 5 3.2. CUSTOMERS AND SUPPLIERS 6 3.3. HUMAN RE

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Exhibit 3.16 ANNUAL REPORT 2017 COMPANY PROFILE With annual sales of over $12 billion and over 65,000 employees, METRO is a leader in the food and pharmaceutical distribution in Qu?bec and Ontario, where it operates or supplies a network of 948 food stores under several banners including Metro, Metro Plus, Super C, Food Basics, Adonis and Premi?re Moisson, as well as 256 drugstores under the Brune

Maryse Bertrand Ad. E. Age 58 Montréal, Québec Director since:

Exhibit 3.15 Notice of 2018 Annual General Meeting of Shareholders and Management Proxy Circular Our Annual General Meeting of Shareholders will be held at 10:00 a.m. (Eastern Standard Time) on Tuesday, January 30, 2018 at the Centre Mont-Royal located at 2200, Mansfield Street, Montr?al (Qu?bec). As a shareholder of METRO INC., you may exercise the voting rights attached to your shares by proxy o

As filed with the U.S. Securities and Exchange Commission on December 18, 2017

As filed with the U.S. Securities and Exchange Commission on December 18, 2017 Registration No. 333-221208 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 TO FORM F-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 METRO INC. (Exact name of registrant as specified in its charter) Qu?bec 5411 98-0540879 (Province or other jurisdiction o

[Materials begin on the following page]

Filed by: METRO INC. Pursuant to Rule 425 under the Securities Act of 1933, as amended Other participating company in business combination: The Jean Coutu Group (PJC) Inc. Form F-8 File No.: 333-221208 On November 29, 2017, METRO INC. (?METRO?) first used or made available the following communication: 1. In a press release dated November 29, 2017, METRO announced the pricing of a private placement

INTERIM REPORT 13-week period ended September 30, 2017 4th Quarter and Fiscal 2017

Exhibit 3.14 INTERIM REPORT 13-week period ended September 30, 2017 4th Quarter and Fiscal 2017 HIGHLIGHTS 2017 Fourth quarter ? 13-week quarter versus 12 weeks in 2016 ? Sales of $3,228.4 million, up 10.2% ? Same-store sales up 0.4% ? Fully diluted net earnings per share of $0.66, up 10.0% ? Net earnings of $154.9 million, up 6.8% Fiscal 2017 ? 53-week fiscal year versus 52 weeks in 2016 ? Sales

As filed with the U.S. Securities and Exchange Commission on November 27, 2017

F-8 POS 1 d501174df8pos.htm POST-EFFECTIVE AMENDMENT NO. 1 TO FORM F-8 As filed with the U.S. Securities and Exchange Commission on November 27, 2017 Registration No. 333-221208 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM F-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 METRO INC. (Exact name of registrant as specified i

ANNUAL INFORMATION FORM Fiscal year ended March 4, 2017 April 26, 2017 TABLE OF CONTENTS CAUTION REGARDING FORWARD-LOOKING STATEMENTS 3 ITEM 1. CORPORATE STRUCTURE 4 Name, Address and Incorporation 4 Intercorporate Relationships 4 ITEM 2. GENERAL DEV

Exhibit 3.5 ANNUAL INFORMATION FORM Fiscal year ended March 4, 2017 April 26, 2017 TABLE OF CONTENTS CAUTION REGARDING FORWARD-LOOKING STATEMENTS 3 ITEM 1. CORPORATE STRUCTURE 4 Name, Address and Incorporation 4 Intercorporate Relationships 4 ITEM 2. GENERAL DEVELOPMENT OF THE BUSINESS 4 History of the Business 4 General Development of the Last Three Fiscal Years 5 ITEM 3. DESCRIPTION OF ACTIVITIE

N.B.: All disclosures in this Annual Information Form are as of September 24, 2016 unless otherwise indicated. Documents referred to from time to time in this Annual Information Form are incorporated by reference.

Exhibit 3.7 ANNUAL INFORMATION FORM OF METRO INC. Year ended September 24, 2016 DECEMBER 9, 2016 Table of contents 1. Incorporation 1 1.1. Incorporation of the Issuer 1 1.2. Subsidiaries 2 2. General Development of the Business over the Past Three Years 2 3. Description of the Business 4 3.1. Business of the Corporation 4 3.2. Customers and Suppliers 5 3.3. Human Resources 5 3.4. Trademarks and Tr

Consent of the Independent Registered Public Accounting Firm

Exhibit 4.2 Consent of the Independent Registered Public Accounting Firm The Board of Directors of The Jean Coutu Group (PJC) Inc. We consent to the use in this registration statement on Form F-8 of our report dated April 26, 2017 related to the consolidated financial statements as at and for the 52 weeks and 53 weeks ended March 4, 2017 and February 27, 2016, respectively of The Jean Coutu Group

CONSENT OF STIKEMAN ELLIOTT LLP

Exhibit 4.5 CONSENT OF STIKEMAN ELLIOTT LLP Dated: October 30, 2017 We hereby consent to the references to our firm name and opinion under the headings ?Eligibility for Investments? and ?Certain Canadian Federal Income Tax Considerations? in each case in the Information Circular that forms a part of the Registration Statement on Form F-8 dated October 30, 2017 filed by METRO Inc. under the Securit

FORM 51-102F3 MATERIAL CHANGE REPORT

Exhibit 3.3 FORM 51-102F3 MATERIAL CHANGE REPORT 1. Name and Address of Corporation The Jean Coutu Group (PJC) Inc. (the ?Corporation? or ?The Jean Coutu Group?) 245, Jean Coutu Street Varennes (Quebec) J3X 0E1 2. Date of Material Change April 27, 2017 3. Press Release A press release was disseminated via MARKETWIRE on April 27, 2017. 4. Summary of Material Change On April 27, 2017, The Jean Coutu

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Exhibit 3.1 THE JEAN COUTU GROUP (PJC) INC. Condensed consolidated statements of income 13 weeks 26 weeks For the periods ended September 2, 2017 and August 27, 2016 2017 2016 2017 2016 (unaudited, in millions of Canadian dollars, unless otherwise noted) $ $ $ $ Sales 665.4 631.8 1,336.7 1,285.5 Other revenues (Note 3) 78.9 69.4 158.0 139.3 Operating expenses 744.3 701.2 1,494.7 1,424.8 Cost of sa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-X APPOINTMENT OF AGENT FOR SERVICE OF PROCESS AND UNDERTAKING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-X APPOINTMENT OF AGENT FOR SERVICE OF PROCESS AND UNDERTAKING A. Name of issuer or person filing (?Filer?): METRO INC. B. (1) This is [check one] ? an original filing for the Filer ? an amended filing for the Filer (2) Check the following box if you are filing the Form F-X in paper in accordant with regulation S-T Rule

MD&A and Consolidated Financial Statements for the year ended September 24, 2016

Exhibit 3.9 MD&A and Consolidated Financial Statements for the year ended September 24, 2016 TABLE OF CONTENTS Page Overview 3 Goal, mission and strategy 3 Key performance indicators 4 Key achievements in fiscal 2016 4 Selected annual information 6 Outlook 7 Operating results 8 Quarterly highlights 9 Cash position 11 Financial position 11 Sources of financing 14 Contractual obligations 14 Related

LETTER OF TRANSMITTAL AND ELECTION FORM WITH RESPECT TO THE CLASS “A” SUBORDINATE VOTING SHARES AND CLASS “B” SHARES OF THE JEAN COUTU GROUP (PJC) INC.

Exhibit 1.6 THIS LETTER OF TRANSMITTAL AND ELECTION FORM IS FOR USE BY QUALIFYING HOLDCO SHAREHOLDERS (AS DEFINED BELOW) ONLY. YOU ARE STRONGLY URGED TO READ THE NOTICE OF SPECIAL MEETING OF SHAREHOLDERS AND MANAGEMENT INFORMATION CIRCULAR OF THE JEAN COUTU GROUP (PJC) INC., EACH OF WHICH IS DATED OCTOBER 26, 2017 AND IS AVAILABLE UNDER PJC?S ISSUER PROFILE ON SEDAR AT WWW.SEDAR.COM BEFORE COMPLET

Proxies submitted must be received by 5:00 pm, Montréal time, on Monday, November 27, 2017, or not less than 48 hours (other than a Saturday, Sunday or holiday) immediately preceding the date of the meeting as it may be adjourned or postponed.

Exhibit 1.4 8th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1 www.computershare.com Security Class Holder Account Number Fold Form of Proxy - Special meeting to be held on November 29, 2017 This proxy is solicited by and on behalf of management. GENERAL INSTRUCTIONS FOR SHAREHOLDERS 1 The persons appointed in this form of proxy are directors or officers of The Jean Coutu Group (PJC) Inc. E

CONSENT OF TD SECURITIES INC.

Exhibit 4.4 CONSENT OF TD SECURITIES INC. We refer to the Fairness Opinion (the ?Fairness Opinion?) dated October 1, 2017, which we prepared for the special committee of the board of directors of The Jean Coutu Group (PJC) Inc. (the ?Company?) in connection with the amalgamation between the Company and Metro Subco (as defined in the Information Circular). We consent to the inclusion of the Fairnes

Consent of the Independent Registered Public Accounting Firm

Exhibit 4.1 Consent of the Independent Registered Public Accounting Firm The Board of Directors of METRO Inc. We consent to the use of our firm name under the captions ?Auditor, Transfer Agent and Registrar? and ?Interest of Experts? in the Information Circular, dated October 26, 2017, contained in this registration statement on Form F-8, and to the use therein and herein of our reports dated Nove

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Exhibit 3.8 MANAGEMENT?S RESPONSIBILITY FOR FINANCIAL REPORTING The preparation and presentation of the consolidated financial statements of METRO INC. and the other financial information contained in this Annual Report are the responsibility of management. This responsibility is based on a judicious choice of appropriate accounting principles and policies, the application of which requires making

FORM 51-102F3 MATERIAL CHANGE REPORT

Exhibit 3.2 FORM 51-102F3 MATERIAL CHANGE REPORT Item 1 Name and Address of Company The Jean Coutu Group (PJC) Inc. (the ?Jean Coutu Group?) 245, rue Jean Coutu Varennes, Qu?bec J3X 0E1 Item 2 Date of Material Change October 2, 2017. Item 3 News Release A press release describing the material change was issued via the CNW news service on October 2, 2017. A copy of the press release is also availab

Maryse Bertrand Ad. E. Age 57 Montréal, Québec Director since:

EX-3.12 15 d461863dex312.htm EX-3.12 Exhibit 3.12 Notice of 2017 Annual General Meeting of Shareholders and Management Proxy Circular Our Annual General Meeting of Shareholders will be held at 10:00 a.m. (Eastern Standard Time) on Tuesday, January 24, 2017 at the Centre Mont-Royal located at 2200 Mansfield Street, Montréal, Québec. As a shareholder of METRO INC., you may exercise the voting rights

INTERIM REPORT 16-week period ended July 1, 2017 3rd Quarter 2017

Exhibit 3.10 INTERIM REPORT 16-week period ended July 1, 2017 3rd Quarter 2017 HIGHLIGHTS ? Fully diluted net earnings per share of $0.78, up 8.3% ? Net earnings of $183.0 million, up 3.7% ? Sales of $4,073.2 million, up 1.4% ? Same-store sales down 0.2% REPORT TO SHAREHOLDERS Dear Shareholders, It is with pleasure that I present our interim report for the third quarter of fiscal 2017 ended July 1

LETTER OF TRANSMITTAL AND ELECTION FORM WITH RESPECT TO THE CLASS “A” SUBORDINATE VOTING SHARES AND CLASS “B” SHARES OF THE JEAN COUTU GROUP (PJC) INC.

Exhibit 1.5 YOU ARE STRONGLY URGED TO READ THE NOTICE OF SPECIAL MEETING OF SHAREHOLDERS AND MANAGEMENT INFORMATION CIRCULAR OF THE JEAN COUTU GROUP (PJC) INC., EACH OF WHICH IS DATED OCTOBER 26, 2017 AND IS AVAILABLE UNDER PJC?S ISSUER PROFILE ON SEDAR AT WWW.SEDAR.COM BEFORE COMPLETING THIS LETTER OF TRANSMITTAL AND ELECTION FORM. SHAREHOLDERS (AS DEFINED BELOW) ARE STRONGLY URGED TO READ THE SE

MANAGEMENT PROXY CIRCULAR Notice of 2017 Annual Meeting of Shareholders to be held on July 11, 2017 This document tells you who can vote, what you will be voting on, and how to exercise the voting rights attached to your shares. Please read it carefu

Exhibit 3.4 MANAGEMENT PROXY CIRCULAR Notice of 2017 Annual Meeting of Shareholders to be held on July 11, 2017 This document tells you who can vote, what you will be voting on, and how to exercise the voting rights attached to your shares. Please read it carefully. Table of Contents NOTICE OF ANNUAL MEETING OF SHAREHOLDERS 3 MANAGEMENT PROXY CIRCULAR 5 Solicitation of Proxies 5 Appointment of Pro

As filed with the U.S. Securities and Exchange Commission on October 30, 2017 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-8 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 METRO INC. (Exact name of registrant as s

As filed with the U.S. Securities and Exchange Commission on October 30, 2017 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 METRO INC. (Exact name of registrant as specified in its charter) Qu?bec 5411 98-0540879 (Province or other jurisdiction of incorporation or organization) (Primary Standard Industrial C

CONSENT OF NATIONAL BANK FINANCIAL INC.

Exhibit 4.3 CONSENT OF NATIONAL BANK FINANCIAL INC. We refer to the Fairness Opinion (the ?Fairness Opinion?) dated October 2, 2017, which we prepared for the board of directors of The Jean Coutu Group (PJC) Inc. (the ?Company?) in connection with the amalgamation between the Company and Metro Subco (as defined in the Information Circular). We consent to the inclusion of the Fairness Opinion in th

Subsequent Measurement

Exhibit 3.6 MANAGEMENT?S RESPONSIBILITY WITH RESPECT TO FINANCIAL STATEMENTS The consolidated financial statements of The Jean Coutu Group (PJC) Inc. are the responsibility of management. The consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards. It is the Management?s responsibility to choose the accounting policies and to establis

[Materials begin on the following page] - 1 - Form 51-102F3 Material Change Report METRO INC.

Filed by: METRO INC. Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: The Jean Coutu Group (PJC) Inc. A registration statement is expected to be filed by METRO INC. On October 18, 2017, METRO INC. (“METRO”) first used or made available the following communication: 1. Form 51-102F3, Material Change Report, filed on SEDAR on October 18, 2017. NOTICE TO U.S. HOLDERS

[Materials begin on the following page] FORM 51-102F3 MATERIAL CHANGE REPORT

Filed by: METRO INC. Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: The Jean Coutu Group (PJC) Inc. A registration statement is expected to be filed by METRO INC. On October 6, 2017, METRO INC. (“METRO”) first used or made available the following communications: 1. Form 51-102F3, Material Change Report, filed on SEDAR on October 6, 2017; and 2. Combination Agree

[Materials begin on the following page]

Filed by: METRO INC. Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: The Jean Coutu Group (PJC) Inc. A registration statement is expected to be filed by METRO INC. On October 2, 2017, METRO INC. (?METRO?) first used or made available the following communications: 1. Slides used in connection with a presentation first made available by conference call on October 2

[Materials begin below] METRO INC. to acquire The Jean Coutu Group (PJC) Inc. for $4.5 billion Combination of the Jean Coutu Group and METRO will create a new leader in food, pharmacy, health and beauty

Filed by: METRO INC. Pursuant to Rule 425 under the Securities Act of 1933, as amended Subject Company: The Jean Coutu Group (PJC) Inc. A registration statement is expected to be filed by METRO INC. The following News Release was first issued by METRO INC. on October 2, 2017. [Materials begin below] METRO INC. to acquire The Jean Coutu Group (PJC) Inc. for $4.5 billion Combination of the Jean Cout