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.