CONVENING NOTICE TO THE ANNUAL GENERAL MEETING OF THE SHAREHOLDERS OF METRO TO BE HELD ON 27 MAY 2010


Convening  notice is  hereby given  to the  shareholders of  Metro to attend the
annual  general meeting of Metro's shareholders (the "AGM") that will be held on
27 May  2010 at 10:00 a.m. CET  at 7, avenue J.P.  Pescatore, L-2324 Luxembourg,
with the following agenda:

                                     AGENDA

1. Appointment of Chairman of the AGM.

2. Presentation of the reports of the board of directors of Metro and of the
external auditor of Metro on (i) the annual accounts of Metro for the financial
year ended 31 December 2009 and (ii) the consolidated annual accounts for the
financial year ended 31 December 2009.

3. Approval of the annual accounts and the consolidated accounts for the
financial year ended 31 December 2009.

4. Allocation of the results as of 31 December 2009.

5. Discharge of the liability of the members of the board of directors of Metro
for, and in connection with, the financial year ended 31 December 2009.

6. Appointment of the members of the board of directors of Metro.

7. Appointment of the external auditor of Metro.

8. Determination of the directors' fees.

9. Approval of the procedure for the Nomination Committee of Metro.

10. Approval of Guidelines on Remuneration for Senior Executives.

11. Acknowledgement and ratification to the extent necessary of the termination
of two Metro share option plans.

12. Miscellaneous.


                                  INFORMATION

APPOINTMENT OF CHAIRMAN OF THE MEETING (AGM item 1)

The Nomination Committee proposes that the attorney at law (avocat à la Cour),
Christian Kremer, be appointed Chairman of the AGM.

ALLOCATION OF THE RESULTS AS OF 31 DECEMBER 2009 (AGM item 4)

The  board of directors of  Metro acknowledges that the  profit and loss account
for  the period  starting 1 January,  2009 and ending  31 December, 2009 shows a
profit  of EUR 30,660,322 and  decides to propose  to the AGM  the allocation of
such results to the losses carried forward account.

APPOINTMENT OF THE MEMBERS OF THE BOARD OF DIRECTORS OF METRO (AGM item 6)

The  Nomination Committee proposes  that, until the  close of the annual general
meeting  to be held in  2011 (the "2011 AGM"), the  number of directors of Metro
will  be  set  at  eight  directors.  The  Nomination  Committee proposes (i) to
re-appoint  Mrs. Mia Brunell  Livfors, Mr. Didier  Breton, Mr. Nigel Cooper, Mr.
Erik Mitteregger, Mr. Mario Queiroz, and Mrs. Cristina Stenbeck, as directors of
Metro,  and (ii) to appoint Mrs. Michelle  Guthrie and Mr. Patrick Ståhle as new
directors  of Metro, all such directors to be appointed for a term ending at the
2011 AGM.

Mrs.  Michelle Guthrie, an Australian national born in 1965, is Chairman of Plan
International  Hong Kong, a global  aid agency working on  behalf of children in
developing  countries. Michelle Guthrie was Managing Director and Senior Adviser
of  Providence Equity Partners, the world's  leading private equity firm focused
on  media, entertainment, communications and technology, from 2007 to 2010. Mrs.
Guthrie  began her  career at  STAR, a  media and  entertainment company in Asia
wholly  owned by  News Corporation,  where she  held a  number of  key executive
positions  since 2001, finally  as CEO  from 2003 to  2007. Prior to  this, Mrs.
Guthrie  was Director of Legal and  Business Development at FOXTEL in Australia.
She began her career within media at BSkyB in the UK. Earlier in her career Mrs.
Guthrie was a lawyer at Allen, Allen & Hemsley in Australia and Singapore.

Mr.  Patrick Ståhle,  a Swedish  national born  in 1955, is  a Board Director of
Charm  Communication Ltd, a TV advertising service  provider in China and one of
the  biggest brokers to China Central TV.  Mr. Ståhle works part-time with Aegis
Media  Global  Solutions  which  involves  oversight of global strategy, product
development  and work  within Aegis'  Executive Committee.  He was until 1 April
2010 the  Singapore based  Chairman and  CEO for  Aegis Media  APAC, part of the
media  and  market  research  network  Aegis  Plc,  listed  on  the London Stock
Exchange.  Mr. Ståhle  worked for  Aegis Media  for more  than ten years; as COO
Carat  Scandinavia, CEO Carat Sweden and CEO  Aegis Media Nordic. Prior to this,
Mr Ståhle launched and managed Canal+ pay-TV channels in the Nordic region along
with an e-learning start-up called KWorld. Over the years Mr. Ståhle has been an
active  Board Director  on several  small and  medium sized  companies including
several start-ups, focused on publishing, internet and marketing.

The  Nomination  Committee  further  proposes  that  Mrs. Mia Brunell Livfors be
appointed  as  the  Chairman  of  the  board  of  directors of Metro, and that a
Remuneration  Committee and an Audit Committee  are appointed at a board meeting
following the AGM.

APPOINTMENT OF THE EXTERNAL AUDITOR OF METRO (AGM item 7)

As  recommended by the  Audit Committee, the  Nomination Committee proposes that
PricewaterhouseCoopers  S.à r.l.,  Luxembourg, be  appointed as external auditor
for a term ending at the 2011 AGM. The remuneration of the auditor shall be paid
in  accordance with an  approved bill, which  specifies time, persons who worked
and tasks performed.

DETERMINATION OF DIRECTORS' FEES (AGM item 8)

The  Nomination Committee proposes that  the AGM resolves that  the fees for the
members  of the board of directors of Metro (including remuneration for the work
in  the committees of the board of directors Metro) for the period until the end
of  the 2011 AGM be a total  of EUR 357,500 and with such  amount to be split as
follows:  the Chairman of the board of directors  of Metro, fees in an amount of
EUR  75,000 and the  other seven  directors of  Metro, fees  in an amount of EUR
35,000 for  each; and remuneration  for the work  in committees of  the board of
directors  of Metro shall  be a total  of EUR 37,500. For  the work of the Audit
Committee,  fees  of  EUR  28,000 will  be  split as follows: EUR 16,000 for the
Chairman of the Audit Committee and of EUR 6,000 for each of the other two Audit
Committee  members. For work  of the Remuneration  Committee, fees of EUR 9,500
will  be  split  as  follows:  EUR  4,500 for  the  Chairman of the Remuneration
Committee  and  EUR  2,500 for  each  of  the  other  two Remuneration Committee
members.

APPROVAL OF THE PROCEDURE FOR THE NOMINATION COMMITTEE (AGM item 9)

The  Nomination Committee proposes that the AGM approves the following procedure
for  preparation of the appointment  of the board of  directors and auditor. The
work  of preparing a proposal on the directors  of the board and auditor, in the
case  that an auditor should be appointed, and their remuneration as well as the
proposal  on the  Chairman of  the 2011 AGM  shall be  performed by a Nomination
Committee.  The  Nomination  Committee  will  be  formed  during October 2010 in
consultation  with the largest shareholders of  Metro as per 30 September 2010.
The Nomination Committee will consist of at least three members representing the
largest  shareholders of Metro. The Nomination Committee is appointed for a term
of office commencing at the time of the announcement of the third quarter report
in  2010 and ending when a  new Nomination Committee is  formed. The majority of
the  members of the Committee may not be  directors of the board of directors or
employed  by Metro.  If a  member of  the Committee  resigns before  the work is
concluded,  a replacement  member may  be appointed  after consultation with the
largest   shareholders   of   the  Metro.  However,  unless  there  are  special
circumstances,  there shall not be changes  in the composition of the Nomination
Committee  if there are  only marginal changes  in the number  of votes, or if a
change  occurs less than  three months prior  to the 2011 AGM. Cristina Stenbeck
will be a member of the Committee and will also act as its convenor. The members
of the Committee will appoint the Committee Chairman at their first meeting. The
Nomination  Committee shall  have the  right to  upon request  receive personnel
resources  such as  secretarial services  from Metro,  and to  charge Metro with
costs for recruitment consultants if deemed necessary.

The  above proposals of  the Nomination Committee  are supported by shareholders
representing  more  than  50% of  the  votes  in  Metro  including  among others
Investment  AB Kinnevik, Swedbank  Robur funds, and  The Fourth Swedish National
Pension Fund.



APPROVAL OF GUIDELINES ON REMUNERATION FOR SENIOR EXECUTIVES (AGM item 10)

The   board  of  directors  of  Metro  proposes  the  following  guidelines  for
determining remuneration for senior executives, to be approved by the AGM.

The   objectives  of  the  remuneration  guidelines  are  to  offer  competitive
remuneration packages to attract, motivate, and retain key employees, within the
context  of the international peer group. The  aim is to create an incentive for
the  management to  execute the  strategic plan  and deliver excellent operating
results,  and moreover, to  align management's incentives  with the interests of
the  shareholders. The proposed guidelines  concerns senior executives including
the CEO and members of the Executive Management Committee ("Senior Executives").
At present Metro has six Senior Executives.

Remuneration  to the  Senior Executives  should consist  of a  combination of an
annual  base salary, a variable  salary, pension, long-term incentive programmes
and  other customary  benefits. These  components shall  create a  well balanced
remuneration   which   reflects   individual  performance  and  which  offers  a
competitive remuneration package adjusted to conditions on the market.

The annual base salary is revised yearly and based on the executive's competence
and area of responsibility.

The variable salary shall be based on the performance in relation to established
objectives.  The  objectives  are  connected  to  Metro's  result and mainly the
individual  performance. The variable  salary can amount  to a maximum of 90% of
the annual base salary.

Other  benefits shall  only constitute  of a  limited amount  in relation to the
total remuneration and shall correspond to local practice.

The  Senior Executives are offered premium based pension plans. Pension premiums
paid  by the company  can amount to  a maximum of  20% of the annual base salary
with a right to collect pension from the age of 65.

The  period of  notice of  termination of  employment shall  be a maximum of 12
months  in the event of termination by the  executive. In the event of notice of
termination  of employment being served by Metro, there is entitlement to salary
during  a notice  period of  a maximum  of 18 months.  Salary during  the notice
period is calculated against salary received from a potential new employment.

In  special circumstances, the board of directors  of Metro may deviate from the
above guidelines. In such a case the board of directors of Metro is obligated to
give account for the reason for the deviation on the following AGM.



ACKNOWLEDGEMENT AND RATIFICATION TO THE EXTENT NECESSARY OF THE TERMINATION OF
TWO METRO SHARE OPTION PLANS (AGM item 11)

The  board of directors of Metro proposes that the AGM acknowledges and ratifies
to  the extent  necessary the  termination (i)  of the  Metro share  option plan
approved  by the board  of directors on  11 February 2004 (the "2004 Plan") with
effect  as of 11 February 2010, and (ii) of the Metro share option plan approved
by  the board of directors on 22 March  2005 (the "2005 Plan") with effect as of
11 February 2010.

The board of directors of Metro is of the opinion that, due to the high exercise
price  relative to the trading price of  the Metro shares, neither the 2004 Plan
nor  the 2005 Plan  serve the  purpose of  providing incentive  to the executive
management  of  Metro.  A  new  long-term  incentive  plan  was  approved by the
shareholders at an Extraordinary General Meeting held on 30 September 2009.


                              QUORUM AND MAJORITY

The  share capital of Metro is composed of 264,483,532 Class A voting shares and
263,525,699 Class  B non-voting shares.  No specific quorum  is required for the
indication  of  the  valid  deliberation  or  acknowledgement  of  the  AGM. The
resolutions  will be validly adopted  at a simple majority  of the votes cast by
the Class A shareholders.



                               OTHER INFORMATION

Participation  in the AGM is reserved  for shareholders who file their intention
to  attend the AGM 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 25 May 2010, 5:00 p.m.
CET.  Power of attorney forms for the AGM  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 AGM or to be
represented  at the AGM via power of attorney  must give notice to and request a
power  of attorney form from HQ Bank  AB, with mailing address: P.O. Box 16027,
SE-103  21 Stockholm, Sweden, and visiting address: Hovslagargatan 3, Stockholm,
Sweden, Tel: +46 - 8 463 85 00, or download it on Metro's website, www.metro.lu.
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 25 May 2010, 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  AGM. Such  registration must  be completed  no later than 21 May
2010, 5:00 p.m. CET.



Luxembourg, on 10 May 2010

METRO INTERNATIONAL S.A.

The Board of Directors

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

Anders Kronborg, CFO                   Tel: +44 791 25 40 800

Damien Massingham, Company Secretary   Tel: +44 774 81 47 689

Linda Fors, Head of Investor Relations Tel: +46 704 15 95 30


                                       ***


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





[HUG#1413941]


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