Metro International: Statement by the Independent Committee of the Board of Directors of Metro International S.A. in relation to the public takeover offer by Investment AB Kinnevik

The Independent Committee[1] of the Board of Directors of Metro International
S.A. ("Metro") unanimously recommends the shareholders and the warrant holders
to accept the public offer made by Investment AB Kinnevik ("Kinnevik").

Background

This statement is made by the Independent Committee of the Board of Directors
(the "Committee") of Metro pursuant to section II.19 of the NASDAQ OMX
Stockholm's Rules concerning Bids on the Stock Market (the "Takeover Rules").

Kinnevik has today announced a public all cash offer, through the wholly-owned
subsidiary Kinnevik Media Holding AB, to acquire (either directly or in the form
of Swedish depository receipts) all outstanding shares in Metro at a price of
SEK 0.90 per series A share, SEK 0.94 per series B share, all outstanding
warrants issued by Metro at a price of SEK 0.50 per warrant and all outstanding
debentures issued by Metro at a price of SEK 0.425 per debenture (the
"Offer").[2] The total offer value (excluding Kinnevik's holdings) for all
shares and warrants issued by Metro amounts to approximately SEK 560.0 million,
and approximately SEK 815.7 million including debentures. The Offer values Metro
at approximately SEK 1,145.5 million.[3]

According to the indicative timetable set out in the press release through which
the Offer was announced (the "Offer Announcement"), the acceptance period for
the Offer is expected to commence on 22 February 2012 and end on 20 March 2012.
Settlement is expected to occur on 29 March 2012.

Kinnevik is Metro's main shareholder, warrant holder and debenture holder, with
a holding of 112,122,875 shares of series A and 133,798,591 shares of series B
(in total 46.6 per cent of the shares), 717,715,821 warrants and 717,715,821
debentures (in total 54.4 per cent of the warrants and debentures respectively).

For further information about the Offer, reference is made to the Offer
Announcement, which was made public earlier today.

As part of the Committee's evaluation of the Offer, the Committee has engaged
Carnegie Investment Bank AB ("Carnegie") as financial advisor and Advokatfirman
Cederquist as Swedish legal advisor.

The Committee's recommendation

The Committee's statement is based on an assessment of a number of factors that
the Committee has considered relevant to the evaluation of the Offer. These
factors include, but are not limited to, Metro's current position, the expected
future development of Metro and possibilities and risks related thereto.

The Offer is not conditional upon Kinnevik achieving any given level of
acceptance. In terms of applicable squeeze-out rules, the Committee shares the
view expressed by Kinnevik in the Offer Announcement that there are currently no
rules under Luxembourg law or otherwise that provides for any squeeze-out rights
in relation to, or available for, any remaining minority shareholders and
warrant holders in Metro following the Offer.

The Committee has noted that the offered price for the shares represents a
premium of approximately 46 per cent for the series A shares and approximately
47 per cent for the series B shares compared to Metro's volume-weighted average
share prices on NASDAQ OMX Stockholm during the last three months up to and
including 3 February 2012, which were approximately SEK 0.62 for the series A
share and approximately SEK 0.64 for the series B share. Compared to the closing
prices on NASDAQ OMX Stockholm on 3 February 2012 (the last trading day before
the announcement of the Offer), such closing prices being SEK 0.75 for the
series A share and SEK 0.78 for the series B share, the offered price for the
shares represents a premium of approximately 20 per cent for the series A shares
and approximately 21 per cent for the series B shares.

The offered price for the shares represents a premium of approximately 41 per
cent for the series A share and approximately 49 per cent of the series B share
compared to the last closing prices at NASDAQ OMX Stockholm on 2 February 2012,
such closing prices being SEK 0.64 for the series A share and SEK 0.63 for the
series B share.[4]

The offered price for the warrants represents a premium of approximately 106 per
cent compared to Metro's volume-weighted average price for the warrants on
NASDAQ OMX Stockholm during the last three months up to and including 3 February
2012, of approximately SEK 0.24 per warrant. Compared to the last closing price
on NASDAQ OMX Stockholm on 3 February 2012, being the last day of trading prior
to the announcement of the Offer, of SEK 0.33 per warrant, the offered price
represents a premium of approximately 52 per cent per warrant. Compared to the
last closing price on NASDAQ OMX Stockholm on 2 February 2012, of SEK 0.28 per
warrant, the offered price represents a premium of approximately 79 per cent per
warrant.

Whilst the Committee has no obligation under the Takeover Rules to evaluate the
offer to the debenture holders of Metro, the Committee has noted that the
offered price of SEK 0.425 per debenture correspond to 85.0 per cent of the
nominal value and that Kinnevik has stated (i) that the last closing price of
the debentures on NASDAQ OMX Stockholm of SEK 0.4175 on 3 February 2012, being
the last day of trading prior to the announcement of the Offer, corresponds to
approximately 83.5 per cent of the nominal value and (ii) that if the debentures
would be redeemed by Metro in accordance with the terms and conditions for early
redemption, the redemption holder would receive approximately 75 per cent of the
nominal value.

Carnegie has issued a fairness opinion to the Committee stating that the offer
to the holders of series A shares and series B shares, as well as to the holders
of warrants, is deemed fair from a financial point of view for the shareholders
and warrant holders. Carnegie's fairness opinion is attached to this press
release.

Pursuant to the Takeover Rules, the Committee must, based on what Kinnevik has
expressed in its Offer Announcement, express its views on (i) the impact that
completion of the Offer will have on Metro, particularly in terms of employment,
and (ii) Kinnevik's strategic plans for Metro, and the impact these could be
expected to have on employment and Metro's business locations. In the Offer
Announcement, Kinnevik has expressed that Kinnevik greatly values the work
carried out by Metro's employees and does currently not foresee that the
implementation of the Offer or Kinnevik's strategic plans will cause any changes
for the employment and operations on sites where Metro currently conducts
business. Further, Kinnevik does not foresee any material changes to the
employees and management or their terms of employment. The Committee assumes
that these statements in the Offer Announcement are correct and has no reason to
take a different view.

On the basis of the above, the Committee unanimously recommends Metro's
shareholders and warrant holders to accept the Offer made by Kinnevik.

This statement shall in all respects be governed by and construed in accordance
with Swedish law. Any dispute arising out of or in connection with this
statement shall be settled exclusively by Swedish courts.

                           Stockholm, 6 February 2012

                            METRO INTERNATIONAL S.A.

              The Independent Committee of the Board of Directors


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[1] At an extraordinary Board meeting in January 2012, the Board of Directors
decided to establish an independent committee, consisting of Patrick Ståhle,
Nigel Cooper, Michelle Guthrie, Didier Breton and Mario Queiroz to evaluate the
offer presented by Kinnevik and handle matters related to the offer. As a
result, in the decision to recommend the shareholders and warrant holders to
accept the offer presented by Kinnevik, the three board members that are
affiliated with Kinnevik, namely Mia Brunell Livfors, Cristina Stenbeck and Erik
Mitteregger, have not participated due to their conflict of interest.

[2] Metro is incorporated under the laws of Luxembourg and has issued shares of
series A and series B. The shares are listed on NASDAQ OMX Stockholm through
Swedish depository receipts. The series A shares are ordinary shares with one
vote per share. The series B shares hold no voting rights, except in relation to
certain matters as set out in Luxembourg company law, but are entitled to
preferential rights to the reimbursement of their contribution should Metro be
dissolved as well as preference on dividends. According to the articles of
association of Metro, the holders of series B shares shall be entitled to the
greater of (i) a cumulative preferred dividend corresponding to 0.5% of the
accounting par value of the series B shares in Metro and (ii) 2% of the overall
dividend distributions made in a given year. The debentures and warrants are
listed on NASDAQ OMX Stockholm through Swedish depository receipts. The warrants
are exercisable into series A shares at an exercise price of SEK 0.40 if the
holders of such depository receipts give notice thereof during the period 28
October to 22 November 2013.

[3] Based on the total number of outstanding shares and warrants issued by
Metro.

[4] Metro announced its year-end report for 2011 on the morning of February
2, 2012. In the afternoon, on February 3, 2012 at 4.35 p.m. CET, NASDAQ OMX
suspended trading in Metro's shares, warrants and debentures.


For further information please visit www.metro.lu or contact:

Patrick Ståhle Chairman of the Independent Committee Tel: +46 73 620 80 40



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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 22 countries across Europe, North & South America and
Asia. Metro has a unique global reach - attracting a young, active, well-
educated Metropolitan audience of over 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.


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