METRO INTERNATIONAL S.A.
société anonyme
Registered office: 11, Boulevard Royal, L-2449 Luxembourg
Registre de Commerce et des Sociétés Luxembourg B 73 790
(the Company)
__________________________________
CONVENING NOTICE
is given to the shareholders of the Company that the Annual General
Meeting of the shareholders will be held on 29 May 2007, at 5:30
p.m. at Château de Septfontaines, 330, rue de Rollingergrund in
L-2441 Luxembourg (Grand Duchy of Luxembourg) (the Meeting) with the
following agenda:
I. AGENDA
1. Election of Chairman of the Meeting.
2. Presentation of the reports of the Board of Directors and of the
external auditor of the Company on (i) the annual accounts of the
Company for the financial year ended 31 December 2006 and (ii) the
consolidated annual accounts for the financial year ended 31 December
2006.
3. Approval of the annual accounts and the consolidated accounts for
the financial year ended 31 December 2006.
4. Allocation of the results as of 31 December 2006.
5. Discharge of the liability of the members of the Board of
Directors and the external auditor of the Company for, and in
connection with, the financial year ended 31 December 2006.
6. Appointment of the members of the Board of Directors.
7. Appointment of the external auditor of the Company.
8. Approval of a restricted shares agreement
9. Determination of the Directors' fees.
10. Approval of guidelines on remuneration for senior executives.
11. Approval of the procedure of the Nomination Committee for the
election of members of the Board of Directors at the Annual General
Meeting to be held in 2008.
12. Miscellaneous.
13. Closing of the Meeting
II. INFORMATION
APPOINTMENT OF CHAIRMAN OF THE MEETING (item 1)
The Nomination Committee proposes that the lawyer Marc Feider be
appointed Chairman of the Meeting.
APPOINTMENT OF THE MEMBERS OF THE BOARD OF DIRECTORS (item 6)
The Nomination Committee proposes that, until the close of the Annual
General Meeting (AGM) to be held in 2008, Mr Josh Berger, Mr Paddy
Byng, Mr Henry Guy, Mr Dennis Malamatinas, Ms Mia Brunell, Ms
Christine Ockrent and Ms Cristina Stenbeck be re-elected Directors of
the Company. The Nomination Committee further proposes that Mr Dennis
Malamatinas be appointed as the Chairman of the Board of Directors
and that the Board of Directors appoint a Remuneration Committee and
an Audit Committee at a Board Meeting following the AGM.
APPOINTMENT OF THE EXTERNAL AUDITOR OF THE COMPANY (item 7)
As recommended by the Audit Committee, the Nomination Committee
proposes that KPMG Audit Sàrl, Luxembourg be re-appointed as
external auditor for a term ending at the AGM of the shareholders to
be held in 2008. The remuneration of the auditor shall be paid in
accordance with an approved bill which specifies time, persons who
worked and tasks performed.
APPROVAL OF THE RESTRICTED SHARES AGREEMENTS WHEREBY EACH DIRECTOR IS
GRANTED RESTRICTED CLASS A SHARES AND CLASS B SHARES OF THE COMPANY
(item 8)
The Nomination Committee and the Board of Directors propose to the
Meeting that, going forward, the Directors' fees be composed of (a) a
payment in cash and (b) a payment in kind consisting of the grant of
restricted Class A shares and Class B shares of the Company. The
restricted shares will be subject to a one-year holding period. The
aggregate number of restricted shares to be allocated to each
Director will be determined at the occasion of each AGM. The new
remuneration policy will be effective as from the Meeting.
In order to implement this new remuneration policy in respect of the
period until the end of the next AGM to be held in 2008, the
Nomination Committee and the Board of Directors propose that the
Company enters into a restricted shares agreement with each Director
whereby each Director of the Company is granted the right to receive
restricted Class A shares and Class B shares, for no consideration
other than their remuneration as a Director of the Company (each a
Restricted Shares Agreement).
The following principles will be applicable under each Restricted
Shares Agreement. Part of the Directors' fees overall amount for the
period until the end of the next AGM to be held in 2008 shall be paid
in cash to the Directors and part of this overall amount shall be
represented by restricted Class A and Class B shares. The number of
restricted Class A and Class B shares to be allocated to the
Directors shall be determined on the basis of the volume weighted
average price of the Class A shares and the Class B shares during a
period of 10 trading days on the Stockholm Stock Exchange, such
period starting on and including the day of the holding of the AGM.
The restricted Class A and Class B shares cannot be transferred by
the Directors during the period of one year as from the date of grant
of the restricted Class A and Class B shares. The Company, and the
Company's subsidiaries have the right to purchase the restricted
Class A and Class B shares for EUR 1 (one Euro) per restricted share
if the Director ceases to be a Director within this one-year period
because of (i) his/her wilful misconduct or (ii) his/her resignation.
If the Director ceases to be a Director of the Company for any other
reasons within the holding period (including his/her death), the
transfer restrictions regarding the restricted Class A and Class B
shares shall terminate subject to Board approval. In the case of a
change of control, the transfer restrictions regarding the restricted
Class A and Class B shares shall also terminate.
The Nomination Committee and the Board of Directors propose that the
Meeting approves the principles of the Restricted Shares Agreements
that are set out above, and the entry into and performance under the
Restricted Shares Agreements by the Company on or around the date
hereof.
DIRECTORS' FEES (item 9)
The Nomination Committee proposes that the Meeting resolves that the
fees for the members of the Board of Directors (including
remuneration for the work in the committees of the Board of
Directors) for the period until the close of the AGM to be held in
2008 be a total of USD 442,000, and with such amount to be split as
follows: the Chairman of the Board, fees in an amount of USD 100,000;
each of the ordinary directors of the Board, fees in an amount of USD
50,000. The Nomination Committee also proposes that for work within
the Audit Committee USD 14,000 shall be allocated to its chairman and
USD 7,000 to each of the other members and for work within the
Remuneration Committee USD 7,000 shall be allocated to its chairman
and USD 3,500 to each of the other members.
The Nomination Committee further proposes that the Meeting approves
that 50 per cent of the remuneration of the members of the Board of
Directors (excluding remuneration for the work in the committees of
the Board if Directors) be paid in kind by the grant of new shares
under the terms and conditions of the Restricted Shares Agreements.
APPROVAL OF GUIDELINES ON REMUNERATION FOR SENIOR EXECUTIVES (item
10)
The Board proposes to approve the following guidelines for
determining remuneration for senior executives in the Company and the
Company's direct and indirect subsidiaries. Senior executives covered
by the proposed guidelines include the CEO, the COO, the CFO and
other senior executives. The remuneration shall consist of fixed
salary, variable salary, pension, participation in the Company's long
term incentive plans and other customary benefits. These components
shall reflect individual performance and offer a competitive
remuneration package adjusted to conditions on the market. The Board
shall be obligated to give account on the following Annual General
Meeting, in case of deviation from these guidelines. (Further
information on the guidelines can be found on the Company's website:
www.metro.lu).
APPROVAL OF THE PROCEDURE FOR THE NOMINATION OF THE BOARD OF
DIRECTORS FOR THE ANNUAL GENERAL MEETING TO BE HELD IN 2008 (item 11)
The Nomination Committee proposes that the Meeting approves the
following procedure for the preparation of a proposal for the
election of members of the Board of Directors, external auditor,
their remuneration, as well as the proposal on the Chairman for the
AGM to be held in 2008. The work shall be executed by a Nomination
Committee which will consist of at least 3 members (including Ms
Cristina Stenbeck) representing major shareholders in the Company.
The Nomination Committee will be formed in September 2007 in
consultation with the largest shareholders in the Company, by number
of voting shares held, at that time. The Nomination Committee will be
elected for a term of one year. The majority of the members of the
Nomination Committee may not be members of the Board of Directors of
the Company, nor be employed by the Company. If a member of the
Nomination Committee resigns before the work is concluded, a
replacement member is to be appointed in accordance with the
foregoing criteria. Ms Cristina Stenbeck will be a member of the
Nomination Committee and will also act as its convenor. The members
of the Nomination Committee will appoint their Chairman at their
first meeting from amongst themselves. The composition of the
Nomination Committee will be communicated in the financial report for
the third quarter of 2007.
The above proposals made by the Board of Directors and the Nomination
Group in respect of items 6, 7, 8, 9 and 11 are supported by
shareholders representing more than 50 per cent of the votes in the
Company including among others Investment AB Kinnevik, Emesco AB,
Swedbank Robur Fonder AB and Orkla ASA.
OTHER INFORMATION
No specific quorum is required for the valid deliberation or
acknowledgement of the Meeting and the resolutions are taken by a
simple majority of the Class A shares represented and voting at the
Meeting, it being reminded that the Class B shares are non voting
shares.
Participation in the Meeting is reserved for shareholders (other than
holders of Swedish Depository Receipts) who file their intention to
attend the Meeting by mail and/or return of a duly completed proxy
form to the following address: Metro International S.A., c/o Modern
Treuhand, 11, Boulevard Royal, B.P. 2599, L-1025 Luxembourg, Tel:
+352 - 27 751 350, Fax: + 352 - 27 751 312 so that it shall be
received not later than Thursday, 24 May, 2007, 5.00 pm. Proxy forms
for the Meeting are available at the same address and can also be
found on the Company's website, www.metro.lu.
Holders of Swedish Depository Receipts (SDRs) wishing to attend the
Meeting or to be represented at the Meeting via proxy must give
notice to and request a proxy form from Glitnir AB, with mailing
address: Box 16027, SE-103 21 Stockholm, Sweden, and visiting
address: Hovslagargatan 5 Stockholm, Sweden, Tel: +46 - 8 463 85 00.
Holders of SDRs wanting to be represented at the Meeting have to send
the proxy duly completed to Glitnir AB at the same address, so that
it shall be received not later than Thursday, 24 May, 2007, 5.00 pm.
Those holders of SDRs having registered their SDRs in the name of a
nominee must temporarily register the SDRs in their own name in the
records maintained by VPC AB, in order to exercise their
shareholders' rights at the Meeting. Such registration must be
completed no later than Tuesday, 22 May 2007, 5.00 p.m.. Proxy forms
for the Meeting can also be found on the Glitnir's website,
www.glitnir.se.
Luxembourg, 11 May 2007.
The Board of Directors
***
For further information, please visit www.metro.lu, or contact:
Pelle Törnberg, CEO and President tel:
+44 (0) 20 7016 1300
Birgitta Henriksson, Brunswick Group (IR Contact) tel: +46
(0)708 12 86 39
ABOUT METRO INTERNATIONAL AND METRO
Metro is the largest and fastest growing international newspaper in
the world. Metro is published in over 100 major cities in 21
countries across Europe, North & South America and Asia. Metro has a
unique global reach - attracting a young, active, well-educated
Metropolitan audience of over 20 million daily readers. Metro
International's advertising sales have grown at a compound annual
rate of 41% since the launch of the first edition in 1995.
Metro International 'A' and 'B' shares are listed on the OMX Nordic
Exchange's Nordic List under the symbols MTRO SBD A and MTRO SBD B.
CONVENING NOTICE FOR ANNUAL GENERAL MEETING OF SHAREHOLDERS
| Source: Metro International S.A.
Attachments
