Metro International: Convening Notice to EGM 21 December 2012
(Thomson Reuters ONE) -
Convening notice is hereby given to the shareholders of Metro to attend the
extraordinary general meeting of Metro's shareholders (the "EGM") that will be
held on 21 December 2012 at 4 p.m. CET at the offices of the law firm
NautaDutilh Luxembourg at 2 rue Jean Bertholet, L-1233 Luxembourg, with the
following agenda:
AGENDA
1. To elect of the Bureau of the EGM.
2. To add voting rights to the class B shares issued by Metro.
3. To amend Article 5 paragraph 1 and 2, as well as Article 17
paragraph 5 of the Articles of Association of Metro so as to reflect the change
to the class B shares mentioned under item 2.
INFORMATION
ELECTION OF THE BUREAU OF THE EGM (EGM item 1)
The Chairman of the board of directors intends to delegate the duty to preside
as Chairman over the EGM to Jean-Michel Schmit, attorney at law (avocat à la
Cour). It is proposed to the EGM to acknowledge such delegation.
It is further proposed to the EGM that the Chairman of the EGM shall be
empowered to elect the other members of the Bureau, i.e. the secretary and the
scrutineer of the meeting amongst the persons present at the meeting.
ADDING VOTING rights to the class b shares (EGM item 2)
It is proposed to add voting rights to the class B shares of Metro, so that the
class B shares have the same voting rights as the class A shares, i.e. one vote
for each share. The preferred dividends rights and preferential rights to the
reimbursement of the contribution on the class B shares will not be affected and
will remain attached to such class B shares.
AMendment of article 5 and Article 17 of the Articles of association (EGM item
3)
It is proposed to amend Article 5 paragraph 1 and 2, as well as Article 17
paragraph 5 of the Articles of Association of Metro so as to reflect the
addition of voting rights to the Class B shares mentioned above.
QUORUM AND MAJORITY
As of the date of this convening notice, the share capital of Metro is
represented by an aggregate number of 528,009,231 shares, composed of
264,483,532 class A voting shares and 263,525,699 class B non-voting shares.
Considering the items on the agenda of the EGM and in accordance with the law
dated 10 August 1915 on commercial companies as amended from time to time, the
class B non-voting shares will exceptionally have the right to vote on the items
of the agenda in the same manner as the class A voting shares. Each share is
entitled to one vote.
Therefore, with respect to the resolutions to be voted upon, there is a total of
voting rights of 528,009,231.
The EGM will validly deliberate on the resolutions on its agenda only if at
least 50% of the issued share capital is present or represented (the "Quorum")
and will validly be adopted only if approved by at least 2/3 of the votes cast
at the EGM. If the Quorum is not reached at the first meeting, the Board of
Directors may convene a second EGM with the same agenda at which no quorum will
be required.
FORMALITIES TO ATTEND
Direct Shareholders
Participation in the EGM is reserved to shareholders who file their intention to
attend the EGM by mail or e-mail and/or return a duly completed, dated and
signed notice of attendance or power of attorney, whereby the shareholder holder
authorises the Chairman of the EGM or another designated person to represent
him/her/it at the EGM, 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, e-mail address: investor.relations(at)metro.lu, so that it shall be
received not later than 18 December 2012 4 p.m. CET. Power of attorney forms and
notice of attendance forms for the EGM are available at the same address and on
Metro's website, www.metro.lu.
Holders of SDRs
Participation at the EGM is reserved to holders of Swedish Depository Receipts
("SDRs") who are duly registered as holder of SDRs in the records maintained by
Euroclear Sweden AB as of 18 December 2012, are holders of SDRs on the date of
the EGM and notify their intention to attend the EGM to Skandinaviska Enskilda
Banken AB (publ) ("SEB") at the following address: SEB, Issuer Agent Department,
R B6, 106 40 Stockholm, Sweden, by email to; issuedepartment(at)seb.se or by fax
to; fax number +46 8 763 6250 (with the original followed by mail), either by
using the form of notification of attendance (to be duly completed, dated and
signed) in case the holder of SDRs wishes to attend the EGM in person, or by
using the power of attorney form (to be duly completed, dated and signed) in
case holder of SDRs wishes to be represented at the EGM, so that it shall be
received no later than on 18 December 2012 at 4 p.m. CET.
The form of notification of attendance or the form of power of attorney may be
downloaded on Metro's website, www.metro.lu, or may be requested from SEB at the
address mail or e-mail mentioned, or may be requested from Metro at the mail
address or e-mail address mentioned above.
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, in order to exercise their shareholders' rights at the EGM.
Such registration must be completed no later than 18 December 2012. SDR holders
wishing to re-register must inform their nominee well in advance of 18 December
2012 so that they appear on the records maintained by Euroclear Sweden AB on 18
December 2012. Please note that SDRs holders who have not re-registered their
SDRs with Euroclear Sweden AB effective on 18 December 2012 or are not holders
of the SDR on the date of the EGM will not be eligible to participate in the
EGM.
Only the persons that are shareholders or holders of SDRs on 18 December 2012
and until 21 December 2012 (included) and who comply with the above procedure
may participate and vote at the EGM. Notwithstanding the above rules, the Bureau
of the EGM shall have the discretionary power to accept a power of attorney
received after the above mentioned deadlines to be accounted for the votes cast
at the EGM.
Any person who, pretending to be the owner of shares and/or SDRs which do not
belong to it/him/her, participates in any vote in a general meeting of
shareholders of Metro is punishable by a fine of EUR 500 to 25,000. As a
consequence of the foregoing, any person who wishes to attend to the EGM by
returning a proxy or a notification of attendance as above mentioned must not
transfer its/his/her shares and/or SDRs between 18 December 2012 and the date of
the EGM.
Conversions from shares into SDRs and vice versa will not be permitted from 18
December 2012 up to and including 21 December 2012.
Luxembourg, on 5 December 2012
METRO INTERNATIONAL S.A.
The Board of Directors
For further information please visit www.metro.lu
ABOUT METRO INTERNATIONAL AND METRO
Metro is the largest international newspaper in the world. Metro is published in
over 100 major cities in 23 countries across Europe, North & South America and
Asia. Metro has a unique global reach - attracting a young, active, well-
educated Metropolitan audience of over 18 million daily readers.
Convening Notice EGM 21 December 2012:
http://hugin.info/132142/R/1662786/539022.pdf
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(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Metro International via Thomson Reuters ONE
[HUG#1662786]
Unternehmensinformation / Kurzprofil:
Datum: 05.12.2012 - 14:00 Uhr
Sprache: Deutsch
News-ID 209984
Anzahl Zeichen: 9058
contact information:
Town:
Luxembourg
Kategorie:
Business News
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