Metro International S.A ("Metro" or the "Company"), the international
newspaper 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 article
15 of the Articles of Association in order to set the date and time
of the holding of the Annual General Meeting of the Company to the
last Thursday of May of each year at 10 a.m.
The EGM further resolved the acceptance of the issuance, as of 22
July 2009, of 98,320 Class A Shares and 98,320 Class B Shares by
incorporation of reserves within the framework of the authorized
share capital of the Company to the directors of the Company in
execution of the decision of the Annual General Meeting of the
shareholders 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 main
points 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 3230
Anders Kronborg, CFO Tel: +44(0)79 1254 0800
Damien Massingham, Company Secretary Tel: +44(0)77 4814 7689
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ABOUT METRO INTERNATIONAL AND METRO
Metro is the largest international newspaper in the world. Metro is
published 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 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
RESULTS OF THE EXTRAORDINARY GENERAL MEETING AND THE ORDINARY GENERAL MEETING OF THE SHAREHOLDERS OF METRO INTERNATIONAL
| Source: Metro International S.A.