CONVENING NOTICE TO AN ORDINARY GENERAL MEETING AND TO AN
EXTRAORDINARY GENERAL MEETING OF THE SHARE
(Thomson Reuters ONE) - Metro International S.A. Société anonyme Registered office: 2-4, avenue Marie-Thérèse, L-2132 Luxembourg Grand Duchy of Luxembourg R.C.S. Luxembourg B 73.790 ("Metro" or the "Company")I/ Extraordinary General Meeting of the ShareholdersConvening notice is hereby given to the shareholders of Metro toattend the extraordinary general meeting of Metro's shareholders (the"EGM") that will be held on 30 September 2009 at 11 am at 7, avenueJ.P. Pescatore, L-2324 Luxembourg, Grand Duchy of Luxembourg, beforea Luxembourg public notary, in order to amend the articles ofassociation of the Company (the "Articles") pursuant to the followingagenda: AGENDA1. Decision to amend and restate the first paragraph of article 15 ofthe Articles (Annual General Meetings) in order to set the date andtime of holding of the annual general meeting of the Company to thelast Thursday of May of each year at 10.00 a.m. so that the firstparagraph of article 15 of the Articles shall read as follows:"Article 15. Annual General Meetings (first paragraph) - The annualgeneral meeting shall be held at the registered office of the Companyor at such other place as may be specified in the notice conveningthe meeting on the last Thursday of May of each year at 10.00 a.m."2. Acknowledgment and acceptance of the issuance, as of 22 July 2009,of 98,320 Class A Shares and 98,320 Class B Shares by incorporationof reserves within the framework of the authorized share capital ofthe Company to the directors of the Company in execution of thedecision of the annual general meeting of the shareholders held on 27May 2008. QUORUM AND MAJORITY FOR THE EGMConsidering the decision to be taken, the EGM shall not validlydeliberate unless at least one half of the Class A shareholders arepresent or represented. The resolutions at the EGM will only bevalidly adopted by the favorable vote of a majority of the two thirds(2/3) of the votes cast by the Class A shareholders.II/ Ordinary General Meeting of the ShareholdersConvening notice is hereby given to the shareholders of Metro toattend an ordinary general meeting of Metro's shareholders (the"OGM") that will be held on 30 September 2009, immediately after theEGM, at 7, avenue J.P. Pescatore L-2324 Luxembourg, Grand Duchy ofLuxembourg, with the following agenda: AGENDADecision to approve a new long-term incentive program (the "LTIP")proposed by the board of directors of the Company, the details ofwhich are as follows: * Metro intends to launch a new LTIP in order to retain and motivate selected key individuals within the organization; * Pursuant to the LTIP, eligible participants to the LTIP will be invited to invest a percentage of their base salary in fully paid A Shares or B Shares in the capital of the Company and to that end, will be granted a number of options to acquire such fully paid A Shares or B Shares in the capital of the Company; * Categories of people that are covered by the LTIP proposal: 13 selected executives of Metro (including the CEO, the CFO, Executive Vice Presidents, and other senior management roles); * Volumes of the shares that will be issued: The number of shares to be issued will depend on the percentage of base salary invested and the achievement of the performance targets. The total number of contemplated shares to be issued should range between zero to 7,644,220; * Subscription price: The subscription price will be calculated on the basis of the average share price over the five trading days prior to the date of investment/date of the award of the options. The date of investment is the date on which an individual investment is made. The investment date will be early in each plan cycle. The performance period in respect of each award will commence at the start of the financial year in which the investment is made, with the first performance period starting in January 2010; * Vesting: In order for options to vest, the three-year average earning before interest and tax (EBIT) margin and the absolute total shareholder return (TSR) performance targets must be achieved. Performance against financial targets will be measured over a three year period; * Dilution effects: dilution impact on the total share capital and voting powers will depend on the percentage of base salary invested and the achievement of the performance targets. The dilution impact on the total share capital will range between zero to 1.45%; * It is envisaged that there will be no costs to be incurred in regards to the ongoing maintenance of the program, however approximately ?120,000 has been incurred to date in regards to external advisors engaged for the preparation of the program. In addition to this amount, social charges costs will arise. However, as the social charges costs will depend on the value of the matching shares at the time of issuance and furthermore on where the participants are resident at the time of allotment of the matching shares, they cannot be calculated at this stage; * All shares issued as a part of the LTIP will be issued in voting Class A Shares of the Company and non-voting Class B Shares of the Company in a proportion of 50/50 and so that at no point in time shall there be more Class B Shares issued than Class A Shares; * The shares to be issued pursuant to the LTIP shall be issued within the framework of the authorized capital clause contained in the articles of association of the Company and may be issued against payment in cash or in kind, by contribution of claims, by capitalization of reserves or in any other manner determined by the board of directors within the framework of the authorized capital clause.The LTIP proposal has been prepared by the Remuneration Committee, onbehalf of the Board of Directors of the Company upon advise obtainedfrom Mercer Limited.Two long-term incentive plans have already been put in place andapproved by the Shareholders of the Company, the details of whichwere as follows:First long-term incentive plan:"The awards provide for the granting of additional 826,000 new ClassA share options and additional 826,000 new Class B share options toleading executives of the company upon achievement of predeterminedgoals, vesting over three years in equal amounts. The options areprice at SEK 17.80 per Class A Share and SEK 18.26 per Class B Share,equivalent to a 10% premium on the average closing trading price ofeach class of share on the Stockholm Stock Exchange over the 5-dayperiod ending 11 February 2005."Second long-term incentive plan:" The awards provide for the granting of options to 18 executives inthe Metro group to subscribe for a total of 826,000 new class Ashares and 826,000 new class B shares. The strike price of theoptions are SEK 17.80 per A share and SEK 18.26 per B share,equivalent to a 10 percent premium on the average closing tradingprice of each class of share over the five day period ending 11February, 2005. The options have been granted in an equal proportionof A and B shares to each participant and will be exercisable inequal amount after one, two and three years from the date of grant."2. Miscellaneous. QUORUM AND MAJORITY FOR THE OGMNo specific quorum is required for the indication of the validdeliberation or acknowledgement of the OGM. The resolutions will bevalidly adopted at a simple majority of the votes cast by the Class Ashareholders. OTHER INFORMATIONParticipation to the OGM and EGM is reserved for shareholders whofile their intention to attend the OGM and EGM by mail and/or returnof a duly completed power of attorney form to the following address:Metro International S.A., 2-4, avenue Marie-Thérèse, L-2132Luxembourg, Tel: +352 - 27 751 350, Fax: + 352 - 27 751 312, so thatit shall be received not later than 28th September 2009, 5.00 p.m.CET. Power of attorney forms for the OGM and EGM are available at thesame address and on the Metro's website, www.metro.lu.Holders of Swedish Depository Receipts (SDRs) wishing to attend theOGM and EGM or to be represented at the OGM and EGM via power ofattorney must give notice to and request a power of attorney formfrom HQ Bank AB, with mailing address: Box 16027, SE-103 21Stockholm, Sweden, and visiting address: Hovslagargatan 3 Stockholm,Sweden, Tel: +46 - 8 463 85 00. Holders of SDRs wanting to berepresented at the AGM have to send the power of attorney dulycompleted to HQ Bank AB at the same address, so that it shall bereceived not later than 28th September 2009, 5.00 p.m. CET.Those holders of SDRs having registered their SDRs in the name of anominee must temporarily register the SDRs in their own name in therecords maintained by Euroclear Sweden AB (formerly VPC AB), in orderto exercise their shareholders' rights at the OGM and EGM. Suchregistration must be completed no later than 24th September 2009,5.00 p.m. CET.Power of attorney forms for the OGM and EGM can also be found onMetro's website, www.metro.lu.METRO INTERNATIONAL S.A.The Board of DirectorsFor further information, please visit www.metro.lu or contact:Per Mikael Jensen, CEO & President Tel: +44(0)78 4167 3230Anders Kronborg, CFO Tel: +44(0)79 1254 0800Damien Massingham, Company Tel: +44(0)77 4814 7689Secretary ***ABOUT METRO INTERNATIONAL AND METROMetro is the largest international newspaper in the world. Metro ispublished in over 100 major cities in 19 countries across Europe,North & South America and Asia. Metro has a unique global reach -attracting a young, active, well-educated Metropolitan audience of 17million daily readers.Metro International S.A. shares are listed on Nasdaq OMX Stockholmthrough Swedish Depository Receipts of series A and series B underthe symbols MTROA and MTROB.http://hugin.info/132142/R/1340646/320407.pdfThis announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.
Datum: 10.09.2009 - 11:00 Uhr
Sprache: Deutsch
News-ID 5669
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