METRO

 

Nomination Committee and AGM

 

Report on Nomination Committee work preparatory to the 2010 Annual General Meeting

Nomination Committee for the 2011 Annual General Meeting

A Nomination Committee of major shareholders in Metro International has been formed in accordance with the resolution of the 2010 Annual General Meeting. The Nomination Committee is comprised of Cristina Stenbeck on behalf of Investment AB Kinnevik, Marianne Nilsson on behalf of Swedbank Robur and Annika Andersson on behalf of the 4th AP Fund. Cristina Stenbeck was elected chairman of the nomination committee at her first meeting of the committee.

The 2010 Annual General Meeting approved the following procedure to form the Nomination Committee

The Nomination Committee will be formed during October 2010 in consultation with the largest shareholders of Metro as at September 30, 2010. The Nomination Committee will consist of at least three members representing the larger shareholders of Metro.

The work of preparing a proposal on the directors of the Board and auditor, and their remuneration, as well as the proposal on the Chairman of the 2011 AGM shall be performed by a Nomination Committee.

The Nomination Committee is appointed for a term of office commencing at the time of the announcement of the third quarter report in 2010 and ending when a new Nomination Committee is formed. The majority of the members of the Committee may not be directors of the Board of Directors or employed by Metro. If a member of the Committee resigns during the Nomination Committee term before the work is concluded, 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.

Shareholders wishing to propose candidates for election to the Board of Directors of Metro International S.A. should submit their proposal in wiring to agm@metro.lu or to the Company Secretary, Metro International S.A., 2-4 Avenue Marie-Thérèse, P.O. Box 285, L-2132 Luxembourg.