BERTRANGE, Luxembourg, May 7, 2004 (PRIMEZONE) -- Metro International S.A. Societe Anonyme (the Company) Registered office: 11, boulevard Royal, L-2449 Luxembourg R.C.S. Luxembourg B 73 790
CONVENING NOTICE
is given to the shareholders of the Company that the Annual General Meeting / Extraordinary General Meeting (the Meeting) will be held on May 25, 2004, at 5.30 p.m. at Chateau de Septfontaines, 330, rue de Rollingergrund, L-2441 Luxembourg (Grand Duchy of Luxembourg) with the following agenda:
1. Presentation of the reports of the Board of Directors and of the external auditor of the Company on (i) the annual accounts of the Company for the financial year ended December 31, 2003 and (ii) the consolidated annual accounts for the financial year ended December 31, 2003.
2. Approval of the annual accounts and consolidated accounts for the financial year ended December 31, 2003.
3. Allocation of the results as of December 31, 2003.
4. Discharge of the liability of the members of the Board of Directors and the external auditor of the Company for, and in connection with, the financial year ended December 31, 2003.
5. Appointment of the members of the Board of Directors.
6. Appointment of the external auditor of the Company.
7. Determination of the Directors' fees.
8. Miscellaneous.
9. To pass a resolution in accordance with the requirements of article 100 of the law of August 10, 1915 on commercial companies as amended.
In respect of items 1. to 8. of the above agenda, no specific quorum is required for the valid deliberation of the Meeting and the resolutions are taken by a simple majority of the shares represented and voting at the Meeting.
In respect of item 9. of the above agenda, a quorum of 50% of all issued and outstanding shares of the Company is required for the valid deliberation of the Meeting and the resolution must be taken by a two thirds majority of all the shares present or represented.
Participation in the Meeting is reserved for shareholders who file their intention to attend the Meeting by mail and/or return a duly completed proxy form to the following address: Metro International S.A., 11, boulevard Royal, B.P. 2599, L-1025 Luxembourg, Tel: +352 - 27 751 350, Fax: + 352 - 27 751 311 not later than Friday, May 21, 2004, 5:00 p.m. Proxy forms for the Meeting are available from the same address.
Holders of Swedish Depository Receipts wishing to attend the Meeting or be represented at the Meeting via proxy must request a power of attorney from Fischer Partners Fondkommission AB, P.O. Box 16027, SE-103-21 Stockholm, Sweden, Tel: +46 - 8 463 85 00 and send it duly completed to the following address: Metro International S.A., 11, boulevard Royal, B.P. 2599, L-1025 Luxembourg, Tel: + 352 - 27 751 350, Fax: + 352 - 27 751 311, not later than Friday, May 21, 2004, 5.00 p.m. Those holders of Swedish Depository Receipts having registered their Swedish Depository Receipts in the name of a nominee must temporarily register the Swedish Depository Receipts in their own name in the records maintained by VPC AB, in order to exercise their shareholders' rights at the Meeting. Such registration must be completed not later than Friday, May 14, 2004.
Luxembourg, May 7, 2004 The Board of Directors
Metro is the largest and fastest growing international newspaper in the world. 35 Metro editions are published in more than 100 cities in 16 countries in 15 languages across Europe, North & South America and Asia. Metro has a unique global reach -- attracting a young, active, well-educated audience of more than 14 million daily readers and over 30 million weekly readers. Metro has an equal number of male and female readers and 70% are under the age of 45. Metro's advertising sales have grown at a compound annual rate of 47% since the launch of the first edition in 1995.
Metro International S.A. 'A' and `B' shares are listed on the Stockholmsborsen `O-List' under the symbols MTROA and MTROB.
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