Metro International S.A. ("Metro" or the "Company"), the
international newspaper group, today held its Annual General Meeting
("AGM") and an Extraordinary General Meeting ("EGM") of shareholders
in Luxembourg. All proposed resolutions were duly passed.
Election of Board of Directors
The AGM resolved to re-elect Mr. Joshua Berger, Mr. Patrick Byng, Mr.
Henry Guy, Ms. Mia Brunell Livfors and, Ms. Cristina Stenbeck as
members of the Board of Directors of Metro and elect Mr. Nigel Cooper
and Mr. Mario Queiroz as new members of the Board of Directors of
Metro.
Mr. Cooper is a former senior audit partner with broad international
experience of the advertising and publishing sectors and new media.
Mr. Cooper was a partner at KPMG LLP until 2005. He spent 33 years in
the profession, including 21 years as a partner in Milan and London.
Between 1998 and 2005 Mr. Cooper was lead audit and advisory partner
in KPMG's Information, Communications and Entertainment Group based
in London. He specialized in advising leading global companies across
the media sector. Nigel is a Non-Executive Director of Rightmove
Group PLC, the UK's number one property website which listed on the
London Stock Exchange in 2006. He holds a BA in Economics from the
University of East Anglia and speaks fluent Italian. Mr Cooper has no
shareholding in Metro.
Mr. Queiroz has significant experience of the new media sector with
considerable expertise in the development and delivery of new
strategies on a global scale. He is Vice President of Product
Management for Europe, Africa, Middle East, and Latin America at
Google. In this role Mr. Queiroz is responsible for product strategy
and implementation in these geographies as well as for the design of
search, ads, and application products across 14 of Google's
international R&D centers. Mr. Queiroz joined Google in 2005 and
initially led the company's global IT product strategy and
development. Prior to Google, Mr. Queiroz was with Hewlett-Packard
for 16 years. In his final position at HP, he was Vice President of
Operations for key elements of HP's global IT infrastructure. This
followed marketing, operations, and R&D management positions in HP's
PC and printing businesses in the United States and Europe. Mr.
Queiroz holds Bachelor of Science and Master of Science Electrical
Engineering degrees from Stanford University. He is a Brazilian
national. Mr Queiroz has no shareholding in Metro.
The AGM resolved to elect Ms. Mia Brunell Livfors as the Chairman of
the board of directors of Metro and resolved that the board of
directors of Metro appoints a Remuneration Committee and an Audit
Committee at a board meeting of Metro following the AGM.
Election of External Auditor
The AGM resolved to re-elect KPMG Audit Sàrl, Luxembourg as external
Auditor as external auditor for a term ending at the 2009 AGM. The
remuneration of the auditor shall be paid in accordance with an
approved bill which specifies time, persons who worked and tasks
performed.
Directors' Fees and Guidelines on Remuneration for Senior Executives
The AGM resolved that the amounts that were to be paid to the
Directors of Metro in the form of restricted shares during the period
from the 2007 AGM to the AGM shall be paid to the Directors of Metro
immediately following the AGM in the form of cash instead of shares.
The total amount of USD 200,000 will thus be split as follows: the
Chairman of the Board of Directors of Metro, fees in an amount of USD
50,000; each of the ordinary Directors of the Board of Directors of
Metro, fees in an amount of USD 25,000.
The AGM also resolved that the fees for the members of the Board of
Directors of Metro (including remuneration for the work in the
committees of the Board of Directors Metro) for the period until the
end of the 2009 AGM shall be a total of EUR 287,500, and with such
amount to be split as follows: the Chairman of the Board of Directors
of Metro, fees in an amount of EUR 65,000 (whereof EUR 32,500 in cash
and 32,500 in shares of Metro); each of the ordinary Directors of the
Board of Directors of Metro, fees in an amount of EUR 32,500 (whereof
EUR 16,250 in cash and 16,250 in shares of Metro).
The AGM also resolved that for work in the Audit Committee, fees of
EUR 9,000 that shall be allocated to its Chairman and of EUR 4,500 to
each of the other members and for work within the Remuneration
Committee fees of EUR 4,500 that shall be allocated to its Chairman
and of EUR 2,500 to each of the other members. The share-based
compensation in relation to the period from the AGM to 2009 AGM will
take the form of fully paid-up shares of Metro common stock to be
issued within Metro's authorised share capital to the members of the
Board of Directors of Metro who will serve until the 2009 AGM. The
shares shall be issued in equal number of Class A and Class B shares
based on the Class A and Class B share closing price on the OMX
Nordic Exchange Stockholm on the day of the AGM. Such shares shall be
issued subject to a one-year lock-up period as of their respective
date of issue.
The AGM also resolved to approve the proposed guidelines for
determining on remuneration for senior executives.
Procedure for the Nomination Committee for the 2009 AGM
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 2009 AGM of the shareholders:
The work of preparing a proposal on the directors of the board of
directors of Metro and auditor of Metro, in the case that an auditor
should be elected, and their remuneration as well as the proposal on
the Chairman of the 2009 AGM shall be performed by a consultation
with the largest shareholder of Metro at that time. The Nomination
Committee will be formed during September 2008 in consultation with
the largest shareholders of Metro. The Nomination Committee will
consist of at least three members representing shareholders of Metro.
The Nomination Committee is appointed for a term of office commencing
at the time of the announcement of the third quarter report in 2008
and ending when a new Nomination Committee is formed. If a member of
the Nomination Committee substantially reduces his/her ownership or
resigns during the Nomination Committee term before the 2009 AGM
takes place, a replacement member can be appointed in the
corresponding manner. A representative of the largest shareholder at
the time of the announcement will be a member of the Committee and
will also act as its convenor. The members of the Committee will
appoint the Committee Chairman at their first meeting. The Nomination
Committee shall have the right to upon request receive personnel
resources such as secretarial services from Metro, and to charge
Metro with costs for recruitment consultants if deemed necessary.
***
For further information, please visit www.metro.lu, or contact:
Per Mikael Jensen, CEO & President tel: +44 (0) 20 7016 1300
Steve Nylund, Company Secretary tel: +44 (0) 20 7016 1300
Birgitta Henriksson, IR contact tel: +46 (0) 708 12 86 39
ABOUT METRO INTERNATIONAL AND METRO
Metro is the largest international newspaper in the world. Metro is
published in over 150 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's advertising sales have grown at a compound annual rate of 38%
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 SDB A and MTRO SDB B.
Results of the Annual General Meeting and Extraordinary General Meeting of the Shareholders of Metro International
| Source: Metro International S.A.
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