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 with unanimous vote.
Election of the Board of Directors
The AGM resolved to re-elect Ms. Mia Brunell Livfors, Mr. Didier Breton, Mr. Nigel Cooper, Ms. Michelle Guthrie, Mr. Erik Mitteregger, Mr. Mario Queiroz, Ms. Cristina Stenbeck, and Mr. Patrick Ståhle as directors of Metro. Ms. Mia Brunell Livfors was re-elected as Chairman of the Board of Directors.
At a statutory meeting of the Board of Directors following the AGM, the Board of Directors decided that the Audit Committee is to be comprised of Mr. Nigel Cooper, Mr. Erik Mitteregger and Mr. Patrick Ståhle. Mr Nigel Cooper was elected Chairman of the Audit Committee. The board also decided that the Remuneration Committee is to be comprised of Ms. Cristina Stenbeck, Ms. Mia Brunell Livfors and Mr. Didier Breton. Ms. Cristina Stenbeck was elected Chairman of the Remuneration Committee.
Election of External Auditor
The AGM resolved to re-elect PricewaterhouseCoopers S.àr.l, Luxembourg, as external auditor.
At the AGM in 2009 it was decided that 50 percent of the director’s fees for the period from the 2009 AGM to the 2010 AGM, would be paid in the form of restricted shares of Metro. As the restricted shares have not been issued, the AGM resolved to approve that the fees are to be paid in the form of cash instead of shares. The total amount of €130,000 will thus be paid out immediately following the AGM to the directors who served during the said period.
The AGM resolved to approve 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) for the period until the end of the 2012 AGM to be a total of €357,500, in accordance with the proposal submitted in the convening notice to the AGM.
Procedure for the Nomination Committee for the 2012 AGM
The AGM resolved to approve the following procedure for the Nomination Committee 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 2012 AGM shall be performed by a Nomination Committee. The Nomination Committee will be formed during October 2011 in consultation with the largest shareholders of Metro as per 30 September 2011. The Nomination Committee will consist of at least three members representing the largest shareholders of Metro. Cristina Stenbeck 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.
Guidelines on Remuneration for Senior Executives
The AGM resolved to approve the guidelines on remuneration for senior executives as proposed by the Board of Directors.
Approval of a long term incentive plan for executive management of Metro (the “LTIP”)
The AGM resolved to adopt the LTIP as proposed by the Board of Directors. The LTIP is proposed to include a total number of 11 executives of Metro, who will be invited to invest a percentage of their base salary in Metro shares. Subject to certain performance criteria, the executives will be entitled to a certain number of Metro shares, so called “Matching Shares”. The performance criteria relates to total shareholder return of the Metro B share, and average EBIT margin amounting to or exceeding 10 percent, during the years 2011-2013. The complete proposal is available on Metro’s website, www.metro.lu/investors/annual_general_meeting .
For further information please visit wwww.metro.lu or contact:
Mia Brunell Livfors, Chairman Tel: +46 8 120 570 00
Anders Kronborg, CFO Tel: +44 79 1254 0800
ABOUT METRO INTERNATIONAL AND METRO
Metro is the largest international newspaper in the world. Metro is published in over 100 major cities in 20 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