RESULTS OF THE EXTRAORDINARY GENERAL MEETING AND THE ORDINARY GENERAL MEETING OF THE SHAREHOLDERS OF METRO INTERNATIONAL



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

Attachments

Press release PDF.pdf