RESULTS OF THE EXTRAORDINARY GENERAL MEETING AND THE ORDINARY GENERAL
MEETING OF THE SHAREHOLDERS OF
(Thomson Reuters ONE) - Metro International S.A ("Metro" or the "Company"), the internationalnewspaper group, today held an Extraordinary General Meeting ("EGM")and Ordinary General Meeting ("OGM") of shareholders in Luxembourg.All proposed resolutions were passed.The EGM resolved to amend and restate the first paragraph of article15 of the Articles of Association in order to set the date and timeof the holding of the Annual General Meeting of the Company to thelast Thursday of May of each year at 10 a.m.The EGM further resolved the acceptance of the issuance, as of 22July 2009, of 98,320 Class A Shares and 98,320 Class B Shares byincorporation of reserves within the framework of the authorizedshare capital of the Company to the directors of the Company inexecution of the decision of the Annual General Meeting of theshareholders held on 27 May 2008.The OGM resolved to approve the new long term incentive program (the"LTIP") proposed by the board of Directors of the Company, the mainpoints of which are summarized below:. * The purpose of the new LTIP is to retain and motivate selected key individuals within the organization; * 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; * 13 selected executives of Metro will be covered by the LTIP (including the CEO, CFO, Executive Vice Presidents and other senior management roles); * 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 and 7,644,220; * 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 award of the option. 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; * 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; * The 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; * The maximum value of matching shares at vesting will be capped at 5 times the base salary.For further information, including the minutes of the EGM and OGM,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 Secretary Tel: +44(0)77 4814 7689 ***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 MTROBhttp://hugin.info/132142/R/1344917/322639.pdfThis announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.
Datum: 30.09.2009 - 16:00 Uhr
Sprache: Deutsch
News-ID 6436
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MEETING OF THE SHAREHOLDERS OF"
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