CONVENING NOTICE TO AN ORDINARY GENERAL MEETING AND TO AN EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS OF METRO TO BE HELD ON 30 SEPTEMBER 2009

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 Shareholders

Convening notice is hereby given to the shareholders of Metro to
attend the extraordinary general meeting of Metro's shareholders (the
"EGM") that will be held on 30 September 2009 at 11 am at 7, avenue
J.P. Pescatore, L-2324 Luxembourg, Grand Duchy of Luxembourg, before
a Luxembourg public notary, in order to amend the articles of
association of the Company (the "Articles") pursuant to the following
agenda:

                               AGENDA

1. Decision to amend and restate the first paragraph of article 15 of
the Articles (Annual General Meetings) in order to set the date and
time of holding of the annual general meeting of the Company to the
last Thursday of May of each year at 10.00 a.m. so that the first
paragraph of article 15 of the Articles shall read as follows:

"Article 15. Annual General Meetings (first paragraph) - The annual
general meeting shall be held at the registered office of the Company
or at such other place as may be specified in the notice convening
the 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 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.

                   QUORUM AND MAJORITY FOR THE EGM

Considering the decision to be taken, the EGM shall not validly
deliberate unless at least one half of the Class A shareholders are
present or represented. The resolutions at the EGM will only be
validly 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 Shareholders

Convening notice is hereby given to the shareholders of Metro to
attend an ordinary general meeting of Metro's shareholders (the
"OGM") that will be held on 30 September 2009, immediately after the
EGM, at 7, avenue J.P. Pescatore L-2324 Luxembourg, Grand Duchy of
Luxembourg, with the following agenda:

                               AGENDA

Decision to approve a new long-term incentive program (the "LTIP")
proposed by the board of directors of the Company, the details of
which 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, on
behalf of the Board of Directors of the Company upon advise obtained
from Mercer Limited.

Two long-term incentive plans have already been put in place and
approved by the Shareholders of the Company, the details of which
were as follows:

First long-term incentive plan:

"The awards provide for the granting of additional 826,000 new Class
A share options and additional 826,000 new Class B share options to
leading executives of the company upon achievement of predetermined
goals, vesting over three years in equal amounts. The options are
price 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 of
each class of share on the Stockholm Stock Exchange over the 5-day
period ending 11 February 2005."
Second long-term incentive plan:

" The awards provide for the granting of options to 18 executives in
the Metro group to subscribe for a total of 826,000 new class A
shares and 826,000 new class B shares. The strike price of the
options are SEK 17.80 per A share and SEK 18.26 per B share,
equivalent to a 10 percent premium on the average closing trading
price of each class of share over the five day period ending 11
February, 2005. The options have been granted in an equal proportion
of A and B shares to each participant and will be exercisable in
equal amount after one, two and three years from the date of grant."

2. Miscellaneous.
                   QUORUM AND MAJORITY FOR THE OGM

No specific quorum is required for the indication of the valid
deliberation or acknowledgement of the OGM. The resolutions will be
validly adopted at a simple majority of the votes cast by the Class A
shareholders.

                          OTHER INFORMATION

Participation to the OGM and EGM is reserved for shareholders who
file their intention to attend the OGM and EGM by mail and/or return
of a duly completed power of attorney form to the following address:
Metro International S.A., 2-4, avenue Marie-Thérèse, L-2132
Luxembourg, Tel: +352 - 27 751 350, Fax: + 352 - 27 751 312, so that
it 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 the
same address and on the Metro's website, www.metro.lu.

Holders of Swedish Depository Receipts (SDRs) wishing to attend the
OGM and EGM or to be represented at the OGM and EGM via power of
attorney must give notice to and request a power of attorney form
from HQ Bank AB, with mailing address: Box 16027, SE-103 21
Stockholm, Sweden, and visiting address: Hovslagargatan 3 Stockholm,
Sweden, Tel: +46 - 8 463 85 00. Holders of SDRs wanting to be
represented at the AGM have to send the power of attorney duly
completed to HQ Bank AB at the same address, so that it shall be
received not later than 28th September 2009, 5.00 p.m. CET.

Those holders of SDRs having registered their SDRs in the name of a
nominee must temporarily register the SDRs in their own name in the
records maintained by Euroclear Sweden AB (formerly VPC AB), in order
to exercise their shareholders' rights at the OGM and EGM. Such
registration 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 on
Metro's website, www.metro.lu.


METRO INTERNATIONAL S.A.

The Board of Directors

For further information, 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                    Tel: +44(0)77 4814 7689
Secretary


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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.