NOTICE TO CONVENE AGM 2009

NOTICE TO CONVENE AGM 2009

THE SHAREHOLDERS OF MODERN TIMES GROUP MTG AB (publ) are hereby invited to the
Annual General Meeting on Monday 11 May 2009 at 4.30 p.m. CET at Hotel Rival,
Mariatorget 3 in Stockholm

NOTIFICATION
Shareholders who wish to participate at the Annual General Meeting shall: 

* have their names entered in the register of shareholders maintained by
Euroclear Sweden AB (formerly VPC AB, the Swedish Central Securities Depository)
on Tuesday 5 May 2009, and

* notify the Company of their intention to participate by no later than 1.00
p.m. CET on Tuesday 5 May 2009. The notification can be made on the Company's
website, www.mtg.se, by telephone +46 (0)771-246 400 or in writing to the
Company at:

Modern Times Group MTG AB
C/o Novator Bolagsservice AB
P.O. Box 10
SE-182 11 Danderyd, Sweden

When giving notice of participation, the shareholders should state their name,
personal identification number (or company registration number), address,
telephone number, shareholdings and any advisors attending. If participation is
by way of proxy, such document should be submitted in connection with the notice
of participation of the Meeting. If the proxy is issued by a legal entity, a
certified copy of the registration certificate or an equivalent certificate of
authority, shall be attached to the proxy. The proxy and the document evidencing
proof of authority may not be issued earlier than one year prior to the Meeting.
Written notifications made by post should be marked “AGM”.

Proxy forms are available at the Company's website (www.mtg.se). For ordering
the proxy forms the same address and telephone number can be used as for the
notification, see above. Distance participation and voting is not available.

Shareholders whose shares are registered in the names of nominees must
temporarily re-register the shares in their own name in order to be entitled to
participate in the Meeting. Shareholders wishing to re-register must inform the
nominee well in advance of Tuesday 5 May 2009. 


PROPOSED AGENDA 

1.	Election of Chairman of the Annual General Meeting.

2.	Preparation and approval of the voting list.

3.	Approval of the agenda.

4.	Election of one or two persons to check and verify the minutes. 

5.	Determination of whether the Meeting has been duly convened.

6.	Presentation of annual report, auditors' report and the consolidated
financial statements and the auditors' report on the consolidated financial
statements.

7.	Resolution on the adoption of the income statement and balance sheet and of
the consolidated income statement and the consolidated balance sheet.

8.	Resolution on the proposed treatment of the Company's unappropriated earnings
or accumulated loss as stated in the adopted balance sheet.

9.	Resolution on the discharge of liability of the Directors of the Board and
the Chief Executive Officer.

10.	Determination of the number of Directors of the Board. 

11.	Determination of the remuneration to the Directors of the Board and the
auditors.

12.	Election of the Directors of the Board and the Chairman of the Board. 

13.	Approval of the procedure of the Nomination Committee.

14.	Resolution on amendment of the Articles of Association.

15.	Resolution on guidelines on remuneration for senior executives.

16.	Resolution to authorise the Board of Directors to resolve on the purchase
and transfer of the Company's own shares. 

17.	Resolution regarding incentive programme comprising the following
resolutions: 
(a)	adoption of an incentive plan;
(b)	authorisation to resolve to issue Class C shares;
(c)	authorisation to resolve to repurchase own Class C shares;
(d)	transfer of own Class B shares.

18.	Resolution on the offer of reclassification of Class A shares into Class B
shares.

19.	Closing of the Annual General Meeting. 


NOMINATION COMMITTEE PROPOSALS (items 1 and 10-13)

The Nomination Committee proposes that the lawyer Martin Börresen is appointed
to be the Chairman of the Annual General Meeting.

The Nomination Committee proposes that the Board of Directors shall consist of
eight directors and no deputy directors. The Nomination Committee proposes, for
the period until the close of the next Annual General Meeting, the re-election
of Asger Aamund, Mia Brunell Livfors, David Chance, Simon Duffy, Alexander
Izosimov, David Marcus and Cristina Stenbeck, and election of Michael Lynton, as
directors of the Board. Pelle Törnberg has declined re-election. The Nomination
Committee proposes that the Annual General Meeting shall re-elect David Chance
as Chairman of the Board of Directors. Furthermore, it is proposed that the
Board of Directors at the Constituent Board Meeting appoints a Remuneration
Committee and an Audit Committee within the Board of Directors. The Nomination
Committee's motivated opinion regarding proposal of the Board of Directors is
available at the Company's website, www.mtg.se.

The Nomination Committee proposes that the Annual General Meeting resolves that
the remuneration per Board member for the period until the close of the next
Annual General Meeting shall remain unchanged. Due to an addition of another
member of the Audit Committee, however, it is proposed that the total Board
remuneration shall be increased from SEK 4,375,000 to SEK 4,450,000, of which
SEK 1,100,000 shall be allocated to the Chairman of the Board, SEK 400,000 to
each of the directors of the Board and in total SEK 550,000 as remuneration for
the work in the committees of the Board of Directors. The Nomination Committee
proposes that for work within the Audit Committee SEK 200,000 shall be allocated
to the Chairman and SEK 75,000 to each of the other three members. For work
within the Remuneration Committee SEK 50,000 shall be allocated to the Chairman
and SEK 25,000 to each of the other three members. Furthermore, remuneration to
the auditor shall be paid in accordance with approved invoices.

The Nomination Committee proposes that the Annual General Meeting approves the
following procedure for preparation of the election 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 elected, and their remuneration
as well as the proposal on the Chairman of the Annual General Meeting of 2010
shall be performed by a Nomination Committee. The Nomination Committee will be
formed during October 2009 in consultation with the largest shareholders of the
Company as at 30 September 2009. The Nomination Committee will consist of at
least three members representing the largest shareholders of the Company.

The Nomination Committee is appointed for a term of office commencing at the
time of the announcement of the third quarter report in 2009 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 the Company. If a
member of the Committee resigns before the work is concluded, a replacement
member is to be appointed in the corresponding manner. 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 the Company, and to charge the
Company with costs for recruitment consultants if deemed necessary. 

The above proposals are supported by shareholders representing more than 50
percent of the votes in the Company including among others Emesco AB, Investment
AB Kinnevik, Swedbank Robur fonder, AMF Pension and Nordea Fonder.


DIVIDENDS (item 8)

The Board of Directors proposes a dividend of SEK 5.00 per share. The record
date is proposed to be Thursday 14 May 2009. 


RESOLUTION ON AMENDMENT OF THE ARTICLES OF ASSOCIATION (item 14)

The Board of Directors proposes that Section 9, second paragraph, of the
Articles of Association is amended in accordance with the following:

§ 9, second paragraph: “Notice of a General Meeting of shareholders shall be
published in the Official Swedish Gazette (Post- och Inrikes Tidningar) as well
as on the company's website. At the time of the notice, an announcement with
information that the notice has been issued shall be published in Svenska
Dagbladet.”

The Board of Director's proposal for the amendment of Section 9, second
paragraph, of the Articles of Association is conditional upon that an amendment
of the Companies Act (SFS 2005:551) has come into force, entailing that the
proposed wording above is in accordance with the Companies Act.


RESOLUTION ON GUIDELINES ON REMUNERATION FOR SENIOR EXECUTIVES (item 15)

The Annual General Meeting 2009 is asked to decide on the following guidelines,
proposed by the Board of Directors, for determining remuneration for MTG's
senior executives (below the “Executives”).

Remuneration guidelines

The objective of the guidelines is to ensure that MTG can attract, motivate and
retain senior executives, within the context of MTG's international peer group,
which consists of Northern and Eastern European media companies. The
remuneration shall be based on conditions that are market competitive and at the
same time aligned with shareholders' interests. Remuneration to the Executives
shall consist of a fixed and variable salary, as well as the possibility of
participation in a long-term incentive programme and pension schemes. These
components shall create a well balanced remuneration reflecting individual
performance and responsibility, both short-term and long-term, as well as MTG's
overall performance. 

Fixed salary

The Executives' fixed salary shall be competitive and based on the individual
Executive's responsibilities and performance.

Variable salary

The Executives may receive variable remuneration in addition to fixed salaries.
The contracted variable remuneration will generally not exceed a maximum of 50
per cent of the fixed annual salary. The variable remuneration shall be based on
the performance of Executives in relation to established goals and targets. 

Other benefits

MTG provides other benefits to the Executives in accordance with local practice.
Other benefits can include, for example, a company car and company health care.
Occasionally, housing allowance could be granted for a defined period. 

Pension

The Executives shall be entitled to pension commitments based on those that are
customary in the country in which they are employed. Pension commitments will be
secured through premiums paid to insurance companies. 

Notice of termination and severance pay

The maximum notice period in any Executive's contract is twelve months during
which time salary payment will continue. The Company does not generally allow
any additional contractual severance payments to be agreed although there can be
occasional cases where this takes place.

Deviations from the guidelines

In special circumstances, the Board of Directors may deviate from the above
guidelines, for example additional variable remuneration in the case of
exceptional performance. In such a case the Board of Directors is obliged to
explain the reason for the deviation at the following Annual General Meeting.  


AUTHORISATION FOR THE BOARD OF DIRECTORS TO PURCHASE AND TRANSFER THE COMPANY'S
OWN SHARES (item 16) 

The Board of Directors proposes that the Annual General Meeting authorises the
Board of Directors to pass a resolution on one or more occasions for the period
up until the next Annual General Meeting on repurchasing so many Class A and/or
Class B shares that the Company's holding does not at any time exceed 10 per
cent of the total number of shares in the Company. The repurchase of shares
shall take place on the Nasdaq OMX Stockholm and may only occur at a price
within the share price interval registered at that time, where share price
interval means the difference between the highest buying price and lowest
selling price.

Furthermore, it is proposed that the Annual General Meeting authorises the Board
of Directors to pass a resolution on one or more occasions for the period up
until the next Annual General Meeting on transferring the Company's own Class A
and/or Class B shares on the Nasdaq OMX Stockholm or in connection with an
acquisition of companies or businesses. The transfer of shares on the Nasdaq OMX
Stockholm may only occur at a price within the share price interval registered
at that time. The authorisation includes the right to resolve on disapplication
of the preferential rights of shareholders and that payment shall be able to be
made in other forms than cash.  

The purpose of the authorisations is so that the Board of Directors obtains
increased freedom to act and obtains the ability to continuously adapt the
Company's capital structure and thereby contribute to increased shareholder
value as well as have the ability to finance future acquisitions.


PROPOSAL TO IMPLEMENT AN INCENTIVE PROGRAMME (item 17) 

The Board of Directors proposes that the Annual General Meeting resolves to
adopt a performance-based incentive programme for senior executives and other
key employees within MTG in accordance with items 17(a) - 17(d) below. All
resolutions are proposed to be conditional upon each other and therefore
proposed to be adopted in connection with each other.  


PROPOSAL TO ADOPT AN INCENTIVE PLAN (item 17(a))

The Board of Directors proposes that the Annual General Meeting resolves to
adopt a performance-based incentive plan (the “Plan”). The Plan is proposed to
in total include approximately 50 senior executives and other key employees
within MTG. The participants of the Plan are required to own shares in MTG.
These investment shares can either be shares already held or shares purchased on
the market directly in connection with the notification to participate in the
Plan. 

For each share invested under the Plan, the participants will be granted
retention rights and performance rights by the Company. Subject to fulfilment of
certain retention and performance based conditions during the period 1 April
2009 - 31 March 2012 (the “Measure Period”), the participant maintaining
employment within MTG at the date of the release of the interim report for the
period January - March 2012 and the participant maintaining the invested shares,
each retention right and performance right will entitle the participant to
receive one Class B share. Dividends paid on the underlying share will increase
the number of retention and performance shares being allotted in order to treat
the shareholders and the participants equally.

The retention rights and performance rights are divided into Series A: retention
shares and Series B - C: performance shares. 

The number of shares to be received by exercising rights depends on the
fulfilment of the following retention and performance based conditions during
the Measure Period:

Series A: 	MTG's total shareholder return on the Class B shares (TSR) exceeding
0 per cent as entry level (no stretch target) 

Series B: 	MTG's average normalised return of capital employed (ROCE) of 13 per
cent as entry level and 23 per cent as stretch target 

Series C: 	MTG's total shareholder return on the Class B shares (TSR) equal to a
peer group including CME, ITV, M6, Mediaset, ProSieben, RTL Group, Sky, TF1 and
TVN as the entry level and 10 percentage points better than the peer group as
the stretch target. 

The determined levels in the performance based conditions are “entry level” and
“stretch target” with a linear interpolation applied between those levels. The
entry level constitutes the minimum level which must be exceeded in order to
enable exercise of part of the rights. Vesting of the retention rights and
performance rights is initiated only if a defined entry level is reached. If the
entry level is not exceeded all rights to retention and performance shares in
that series will lapse. If a stretch target is met, all retention rights and
performance rights remain exercisable in that series. If entry level is reached
the number of rights exercisable is proposed to be twenty per cent.

In total, the Plan is estimated to comprise up to 43,225 shares held by the
employees entitling participants to rights up to 43,225 retention shares and
217,900 performance shares. The participants are divided into five different
groups, decided by the Remuneration Committee. In accordance with the above
principles and assumptions, the Plan will permit between 225 - 7,000 invested
shares by the different categories of participants.

The participant's maximum profit per right in the Plan is SEK 655, which
corresponds to five times the average closing share price of the MTG Class B
shares during February 2009 (SEK 131). If the share price at exercise of the
rights exceeds five times the share price at grant, the number of shares each
right entitles the employee to receive will be reduced accordingly. The maximum
dilution, taking into consideration delivery of Class B shares to the
participants and the issues of shares for the purpose of hedging social security
costs, is 0.6 per cent in terms of shares outstanding, 0.2 per cent in terms of
votes and 0.1 per cent in terms of programme cost as defined in IFRS 2 divided
by the Company's market capitalisation.

The Board of Directors, or a committee established by the Board for these
purposes, shall be responsible for preparing the detailed terms and conditions
of the Plan, in accordance with the mentioned terms and guidelines. To this end,
the Board of Directors shall be entitled to make adjustments in the Plan to meet
foreign regulations or market conditions.

The objective of the proposed Plan is to create conditions to recruit and retain
high performing employees in the Group. The Plan has been designed based on the
view that it is desirable that senior executives and other key employees within
the Group are shareholders in the Company. Participation in the Plan requires a
personal investment in MTG shares by each participant. By linking the employee's
reward with the development of the Company's profits and increase in value,
employee loyalty is rewarded and long-term value growth of the Company is
facilitated. Against this background, the Board of Directors is of the opinion
that the adoption of the Plan as set out above will have a positive effect on
the Group's future development and thus be beneficial for both the Company and
its shareholders. 

To ensure the delivery of Class B shares under the Plan, the Board of Directors
proposes that the Annual General Meeting authorises the Board to resolve on a
directed issue of Class C shares to Nordea Bank AB (publ) in accordance with
item 17(b), and an authorisation for the Board of Directors to subsequently
resolve to repurchase the Class C shares from Nordea Bank AB (publ) in
accordance with item 17(c). The Class C shares will then be held by the Company
as treasury shares during the vesting period, where after the appropriate number
of Class C shares will be reclassified into Class B shares and subsequently be
delivered to the participants under the Plan.

The above proposal is supported by the Company's major shareholders.


AUTHORISATION TO RESOLVE TO ISSUE CLASS C SHARES (item 17(b))

The Board of Directors proposes that the Annual General Meeting resolves to
authorise the Board, during the period until the next Annual General Meeting, to
increase the Company's share capital by not more than SEK 1,850,000 by the issue
of not more than 370,000 Class C shares, each with a ratio value of SEK 5. With
disapplication of the shareholders' preferential rights, Nordea Bank AB (publ)
shall be entitled to subscribe for the new Class C shares at a subscription
price corresponding to the ratio value of the shares. The purpose of the
authorisation and the reason for the disapplication of the shareholders'
preferential rights in connection with the issue of shares is to ensure delivery
of Class B shares to participants under the Plan and to hedge any social
security costs related thereto.


AUTHORISATION TO RESOLVE TO REPURCHASE OWN CLASS C SHARES (item 17(c))

The Board of Directors proposes that the Annual General Meeting resolves to
authorise the Board, during the period until the next Annual General Meeting, to
repurchase its own Class C shares. The repurchase may only be effected through a
public offer directed to all holders of Class C shares and shall comprise all
outstanding Class C shares. The purchase may be affected at a purchase price
corresponding to not less than SEK 5.00 and not more than SEK 5.10. The total
price will not exceed SEK 1,887,000. Payment for the Class C shares shall be
made in cash. The purpose of the repurchase is to ensure the delivery of Class B
shares under the Plan. 


TRANSFER OF OWN CLASS B SHARES (item 17(d))

The Board of Directors proposes that the Annual General Meeting resolves that
Class C shares that the Company purchases by virtue of the authorisation to
repurchase its own shares in accordance with item 17(c) above, following
reclassification into Class B shares, may be transferred to participants in
accordance with the terms of the Plan.


RESOLUTION ON THE OFFER OF RECLASSIFICATION OF CLASS A SHARES INTO CLASS B
SHARES (item 18)

The Board of Directors proposes that the Annual General Meeting shall resolve
that holders of Class A shares shall be entitled to reclassify their Class A
shares into Class B shares, upon which time one Class A share shall be eligible
for reclassification into one Class B share. An application for reclassification
shall be made during the period 12 May 2009 through 15 May 2009. The
reclassification request may include some or all of the shareholder's Class A
shares and should either state the number of Class A shares that shall be
reclassified, or the fraction (stated in percentage with no more than two
decimals) of the total number of votes in the company that the Class A
shareholder wants to hold after the reclassification. An application for
reclassification shall be made in writing to the board of directors which will
thereafter handle the issue of reclassification. Such a request shall be made on
a special form which is to be sent to owners of Class A shares whose holding are
registered in their own names well in advance of 12 May 2009, as well as being
made available at the Company's premises and on the Company's website. 


SHARES AND VOTES

There are a total number of 66,370,375 shares in the Company, whereof 15,091,426
Class A shares, 50,798,949 Class B shares and 480,000 Class C shares,
corresponding to a total of 202,193,209 votes. At present the Company holds
480,000 of its own Class C shares corresponding to 480,000 votes, which can not
be represented at the Annual General Meeting. 


OTHER INFORMATION

Valid resolutions under items 14, 16, 17(b), 17(c) and 18 above require approval
of shareholders representing at least two-thirds of the shares and the numbers
of votes represented at the Annual General Meeting. A valid resolution under
item 17(a) and 17(d) above requires approval of shareholders representing at
least nine-tenths of the shares and the numbers of votes represented at the
Meeting. From Monday 27 April 2009 at the latest, the complete text of the
proposals of the Board of Directors will be made available on the Company's
website at www.mtg.se and at the Company's premises at Skeppsbron 18 in
Stockholm. Shareholders who wish to receive those documents may notify the
Company, whereupon the documents will be sent by post or by e-mail.


_______________________
Stockholm, April 2009
Modern Times Group MTG AB (publ)
The Board of Directors