Investor Relations
Corporate Governance
Metro International S.A. is a Luxembourg limited-liability company
Latest News
Convening notice to the Annual General Meeting of the shareholders of metro to be held on 26 may 2009
7 May 2009
Metro International S.A.
Société anonyme
2-4, avenue Marie-Thérèse, L-2132 Luxembourg
Grand Duchy of Luxembourg
R.C.S. Luxembourg B 73.790
("Metro" or the "Company")
Convening notice is hereby given to the shareholders of Metro to attend the annual general meeting of Metro's shareholders (the "AGM") that will be held on 26 May 2009 at 5:00 p.m. CET at Château de Septfontaines, 330, rue de Rollingergrund, L-2441 Luxembourg, with the following agenda:
AGENDA
INFORMATION
ELECTION OF CHAIRMAN OF THE MEETING (AGM item 1)
The Nomination Committee proposes that the attorney at law (avocat à la Cour), Christian Kremer, be elected Chairman of the AGM.
ALLOCATION OF THE RESULTS AS OF 31 DECEMBER 2008 (AGM item 4)
The board of directors of Metro acknowledges that the profit and loss account for the period starting January 1, 2008 and ending December 31, 2008 shows a loss and decides to propose to the AGM the allocation of the loss to the losses carried forward account.
APPOINTMENT OF THE MEMBERS OF THE BOARD OF DIRECTORS OF METRO
(AGM item 6)
The Nomination Committee proposes that, until the close of the annual general meeting of the shareholders of the Company to take place in 2010 (the "2010 AGM"), Ms. Mia Brunell Livfors, Mr. Nigel Cooper, Mr. Henry Guy, Mr. Mario Queiroz and Ms. Cristina Stenbeck, be re-appointed directors of Metro and that Mr. Didier Breton and Mr. Erik Mitteregger be elected directors of Metro.
Mr. Didier Breton, born in 1953, is a member of the senior team of Pamoja Capital, a private equity business founded in 2006 that creates value through long-term, socially-responsible, global investments across a number of industry sectors, and he is responsible for the operations relating to the investee companies of Pamoja Capital. Previously, Didier was the Chief Operating Officer of Trader Classified Media, one of the largest classified advertising companies in the world, a position he held from 2000 until the company was sold in 2006 for €1.3bn. Prior to joining Trader, Didier was President of the Infrastructure & Systems Division at Groupe Bull. His previous roles include managing international operations at Hewlett Packard and Valeo. He holds an MBA from the Institut Supérieur des Affaires and an Engineering degree from ICAM. Didier is a French national.
Mr. Erik Mitteregger, born in 1960, is a member of the board of Investment AB Kinnevik since 2004. Erik also serves as Chairman of the board of Wise Group AB, and is a member of the board of Firefly AB. Erik has been Head of Equity Research and member of the Management Board at Alfred Berg Fondkommission 1989-1995. He has also been founding partner and fund manager at Brummer & Partners Kapitalförvaltning AB 1995-2002. Erik holds a degree in Business Administration from Stockholm School of Economics. Erik is a Swedish national.
The Nomination Committee further proposes that Ms. Mia Brunell Livfors be appointed as the Chairman of the board of directors of Metro, and that a Remuneration Committee and an Audit Committee are appointed at a board meeting following the AGM.
APPOINTMENT OF THE EXTERNAL AUDITOR OF METRO (AGM 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 2010 AGM. The remuneration of the auditor shall be paid in accordance with an approved bill, which specifies time, persons who worked and tasks performed.
DETERMINATION OF DIRECTORS' FEES (AGM item 8)
The Nomination Committee proposes that the AGM resolves 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 2010 AGM be a total of € 294,500 and with such amount to be split as follows: the Chairman of the board of directors of Metro, fees in an amount of € 65,000 (whereof € 32,500 in cash and 32,500 in shares of Metro); each of the six ordinary directors of the board of directors of Metro, fees in an amount of € 32,500 (whereof € 16,250 in cash and 16,250 in shares of Metro); and in total € 34,500 as remuneration for the work within the Audit Committee and the Remuneration Committee. The Nomination Committee also proposes, for work within the Audit Committee, fees of € 16,000 that shall be allocated to its Chairman and of € 4,500 to each of the other members, and for work within the Remuneration Committee fees of € 4,500 that shall be allocated to its Chairman and of € 2,500 to each of the other members.
The Nomination Committee also proposes that the AGM approves an additional remuneration in arrears for the period from the 2008 AGM to the AGM of € 7,000 to the Chairman of the Audit Committee due to the amount of work and engagement that this committee assignment has required during the period.
The share-based compensation in relation to the period from the AGM to 2010 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 2010 AGM. The shares shall be issued in equal number of Class A and Class B shares (or equivalent shares in case of conversion, merger or transaction having the same effect) 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.
APPROVAL OF THE PROCEDURE FOR THE NOMINATION COMMITTEE (AGM item 9)
The Nomination Committee proposes that the AGM approves the following procedure for preparation of the election of the Board of Directors and the auditor of Metro. The work of preparing a proposal on the members of the board of directors of Metro and the auditor of Metro, and their remuneration, as well as the proposal on the Chairman of the 2010 AGM shall be performed by a Nomination Committee. The Nomination Committee will be formed during October 2009 in consultation with the largest shareholders of Metro as at September 30, 2009. The Nomination Committee will consist of at least three members representing the larger 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 2009 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.
The above proposals of the Nomination Committee are supported by shareholders representing more than 50% of the votes in Metro including among others Investment AB Kinnevik, Emesco AB, Fjärde AP-fonden and Orkla ASA.
QUORUM AND MAJORITY
The share capital of Metro is composed of 264,385,212 Class A voting shares and 263,427,379 Class B non-voting shares. No specific quorum is required for the indication of the valid deliberation or acknowledgement of the AGM. The resolutions will be validly adopted at a simple majority of the votes cast by the Class A shareholders.
OTHER INFORMATION
Participation in the AGM is reserved for shareholders who file their intention to attend the AGM by mail and/or return of a duly completed power of attorney form to the following address: Metro International S.A., 2-4, avenue Marie-Thérèse, L-2132 Luxembourg, Tel: +352 - 27 751 350, Fax: + 352 - 27 751 312, so that it shall be received not later than Friday, 22 May 2009, 5.00 p.m. CET. Power of attorney forms for the AGM are available at the same address and on the Metro's website, www.metro.lu.
Holders of Swedish Depository Receipts (SDRs) wishing to attend the AGM or to be represented at the AGM via power of attorney must give notice to and request a power of attorney form from HQ Bank AB, with mailing address: Box 16027, SE-103 21 Stockholm, Sweden, and visiting address: Hovslagargatan 3 Stockholm, Sweden, Tel: +46 - 8 463 85 00. Holders of SDRs wanting to be represented at the AGM have to send the power of attorney duly completed to HQ Bank AB at the same address, so that it shall be received not later than Friday, 22 May 2009, 5.00 p.m. CET.
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 Euroclear Sweden AB (formerly VPC AB), in order to exercise their shareholders' rights at the AGM. Such registration must be completed no later than Tuesday, 19 May 2009, 5.00 p.m. CET.
Power of attorney forms for the AGM can also be found on Metro's website, www.metro.lu and on HQ Bank AB's website, www.hq.se.
Luxembourg, on 7 May 2009
METRO INTERNATIONAL S.A.
The Board of Directors
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
Jane Nicanovich or Andreas Thors, IR contact tel: +44 (0) 20 7016 1300
ABOUT METRO INTERNATIONAL
Metro is the largest international newspaper in the world. Metro is published in over 100 major cities in 18 countries across Europe, North & South America and Asia. Metro has a unique global reach - attracting a young, active, well-educated Metropolitan audience of 17 million daily readers.
Metro International S.A. shares are listed on Nasdaq OMX Stockholm through Swedish Depository Receipts of series A and series B under the symbols MTROA and MTROB.