29th
May 2007
RESULT OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
Metro International S.A. ("Metro" or the "Company"), the
international newspaper group, today held its Annual General Meeting
("AGM") of shareholders in Luxembourg. All proposed resolutions were
duly passed.
Election of Board of Directors 2007 and procedure for nomination to
the AGM 2008
The AGM resolved to re-elect Mr Josh Berger, Ms Mia Brunell, Mr Paddy
Byng, Mr Henry Guy, Mr Dennis Malamatinas, Ms Christine Ockrent and
Ms Cristina Stenbeck as members of the Board of Directors. KPMG Audit
Sàrl, Luxembourg was re-elected as external Auditor.
The AGM resolved to approve the following procedure for the
Nomination Committee for the election of members of the Board of
Directors, external auditor, their remuneration, as well as the
proposal on the Chairman for the 2008 AGM of the shareholders.
A Nomination Committee, which shall consist of at least 3 members
(including Ms Cristina Stenbeck) representing major shareholders in
the Company, shall prepare a proposal for the election of members of
the Board of Directors for the 2008 AGM. 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, and 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 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 amongst themselves. The composition of the Nomination
Committee will be communicated in the financial report for the third
quarter 2007.
Restricted shares agreement
The Meeting resolved 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 new remuneration policy will be
effective as from today.
Directors' fees
In respect of the period from the 2007 AGM of the shareholders to the
2008 AGM of the shareholders, the Meeting resolves to authorise the
Board of Directors to pay on behalf of the Company an aggregate
amount of USD 442,000 to the Directors, payable in cash and in kind.
The Meeting authorises and empowers the Board of Directors to split
the above mentioned aggregate amount between the Directors 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 Meeting also resolved that for work in 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 in the Remuneration Committee USD
7,000 shall be allocated to its Chairman and USD 3,500 to each of the
other members. The Meeting further resolves 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 and that the Board
of Directors be authorised to see to the issuance of new shares under
such terms and conditions.
The Meeting also resolved to approve the proposed guidelines on
remuneration for senior executives.
Following the AGM, the Board of Directors appointed Mr Dennis
Malamatinas as Chairman of the Board of Directors and appointed an
Audit Committee and a Remuneration Committee. Mr Henry Guy was
appointed as Chairman of the Audit Committee; Mr Dennis Malamatinas
and Ms Mia Brunell were appointed as members of the Audit Committee.
Mr Paddy Byng was appointed as Chairman of the Remuneration
Committee; Ms Cristina Stenbeck and Ms Mia Brunell were appointed as
members of the Remuneration Committee.
***
For further information, please visit www.metro.lu, or contact:
Pelle Törnberg, President & CEO
tel: +44 (0) 20 7016
1300
Birgitta Henriksson, IR
contact tel: +46
(0) 70 812 86 39
Email: bhenriksson@brunswickgroup.com
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.
RESULT OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
| Source: Metro International S.A.