NOTICE TO ATTEND THE ANNUAL GENERAL MEETING

The shareholders of Modern Times Group MTG AB (publ) are hereby invited to the
Annual General Meeting on Tuesday 19 May 2015 at 2.00 p.m. CET at the Hotel
Rival, Mariatorget 3 in Stockholm.
NOTICE TO ATTEND ETC.

Shareholders who wish to attend the Annual General Meeting shall

  · be entered in the share register maintained by Euroclear Sweden on Tuesday
12 May 2015; and
  · give notice of their attendance no later than Tuesday 12 May 2015,
preferably before 1.00 p.m. CET. Notification is to be made on the company's
website at www.mtg.com, by telephone to +46 (0) 771 246 400 or by mail to Modern
Times Group MTG AB, c/o Computershare AB, P.O. Box 610, SE-182 16 Danderyd,
Sweden.

Shareholders shall in the notice to attend state name, personal identification
number or company registration number, address, phone number and advisors, if
applicable. Shareholders whose shares are registered in the names of nominees
must temporarily re-register such shares in their own name in order to be
entitled to attend the Annual General Meeting. In order for such re-registration
to be completed on Tuesday 12 May 2015 the shareholder must inform their
nominees well before this day. Shareholders attending by a proxy or a
representative should send documents of authorisation to the mail address above,
well before the Annual General Meeting. A template proxy form is available on
the company's website www.mtg.com. Shareholders cannot vote or, in other way,
attend the Annual General Meeting by remote access.

PROPOSED AGENDA

 1. Opening of the Annual General Meeting.
 2. Election of Chairman of the Annual General Meeting.
 3. Preparation and approval of the voting list.
 4. Approval of the agenda.
 5. Election of one or two persons to check and verify the minutes.
 6. Determination of whether the Annual General Meeting has been duly convened.
 7. Remarks by the Chairman of the Board.
 8. Presentation by the Chief Executive Officer.
 9. Presentation of the Annual Report, the Auditor's Report and the consolidated
financial statements and the Auditor's Report on the consolidated financial
statements.
10. Resolution on the adoption of the income statement and the Balance Sheet and
of the consolidated income statement and the consolidated Balance Sheet.
11. Resolution on the treatment of the company's earnings as stated in the
adopted Balance Sheet.
12. Resolution on the discharge of liability of the members of the Board and the
Chief Executive Officer.
13. Determination of the number of members of the Board.
14. Determination of the remuneration to the members of the Board and the
auditor.
15. Election of the members of the Board and the Chairman of the Board.
16. Approval of the procedure of the Nomination Committee.
17. Resolution regarding guidelines for remuneration to the senior executives.
18. Resolution regarding a long-term incentive plan 2015, including resolutions
regarding (a) adoption of a long-term incentive plan 2015 and (b) transfer of
Class B shares to the participants.
19. Resolution to authorise the Board to resolve on repurchase of own shares.
20. Closing of the Annual General Meeting.

RESOLUTIONS PROPOSED BY THE NOMINATION COMMITTEE

Election of Chairman of the Annual General Meeting (item 2)

The Nomination Committee proposes that the lawyer Wilhelm Lüning is elected to
be the Chairman of the Annual General Meeting.

Determination of the number of members of the Board and election of the members
of the Board and the Chairman of the Board (items 13 and 15)

The Nomination Committee proposes that the Board shall consist of seven members.

The Nomination Committee proposes that, for the period until the close of the
next Annual General Meeting, David Chance, Simon Duffy, Michelle Guthrie,
Alexander Izosimov and Mia Brunell Livfors shall be re-elected as members of the
Board and that Joakim Andersson and Bart Swanson shall be elected as new members
of the Board.

The Nomination Committee proposes that David Chance is re-elected as Chairman of
the Board.

Determination of the remuneration to the members of the Board and the auditor
(item 14)

The Nomination Committee proposes that the remuneration for Board work and
Committee work for each of the members of the Board shall remain unchanged for
the period until the close of the next Annual General Meeting. Accordingly, SEK
1,260,000 is to be allocated to the Chairman of the Board, SEK 475,000 to each
of the other directors of the Board and a total of SEK 800,000 for the work in
the Committees of the Board. The Nomination Committee proposes that for work
within the Audit Committee SEK 225,000 shall be allocated to the Chairman and
SEK 125,000 to each of the other three members. For work within the Remuneration
Committee SEK 100,000 shall be allocated to the Chairman and SEK 50,000 to each
of the other two members. The total remuneration to the Board amounts to SEK
4,910,000.

The Nomination Committee proposes that remuneration to the auditor shall be paid
in accordance with approved invoices.

Approval of the procedure of the Nomination Committee (item 16)

The Nomination Committee proposes that the work of preparing proposals to the
2016 Annual General Meeting regarding the Board and auditor and their
remuneration, Chairman of the Annual General Meeting and the procedure for the
Nomination Committee shall be performed by a Nomination Committee.

The Nomination Committee will be formed during September 2015 in consultation
with the largest shareholders of the company as at 31 August 2015. The
Nomination Committee will consist of at least three members appointed by the
largest shareholders of the company who have wished to appoint a member. The
Chairman of the Board 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 is appointed for a term of office commencing at the
time of its formation in September 2015 and ending when a new Nomination
Committee is formed. If a member resigns during the Committee term, the
Nomination Committee can choose to appoint a new member. The shareholder that
appointed the resigning member shall be asked to appoint a new member, provided
that the shareholder is still one of the largest shareholders in the company. If
that shareholder declines participation in the Nomination Committee, the
Committee can choose to ask the next largest qualified shareholder to
participate. In the event of changes to the ownership structure of the company,
the Committee can choose to change its composition in order to ensure the
Committee reflects the ownership of the company. However, unless there are
special circumstances, the composition of the Nomination Committee may remain
unchanged following changes in the ownership structure of the company that are
either minor or occur less than three months prior to the 2016 Annual General
Meeting. In all cases, the Nomination Committee shall consist of at least three
members appointed by shareholders.

The Nomination Committee shall have the right to request and receive personnel
resources such as secretarial services from the company, and to charge the
company any costs for recruitment consultants and related travel if deemed
necessary.

Information with respect to the election of auditor

The registered accounting firm KPMG AB was elected auditor at the 2014 Annual
General Meeting for a period of four years. Accordingly, the task of appointing
an auditor is scheduled to occur at the 2018 Annual General Meeting. KPMG AB has
appointed the authorised public accountant Joakim Thilstedt as auditor-in
-charge.

RESOLUTIONS PROPOSED BY THE BOARD

Dividend (item 11)

The Board proposes a dividend of SEK 11.00 per share and that the record date
for dividend shall be on Thursday 21 May 2015. If the Annual General Meeting
resolves in accordance with the proposal, the dividend is estimated to be paid
out to the shareholders on Tuesday 26 May 2015.

Guidelines for remuneration to senior executives (item 17)

The Board proposes the following guidelines for determining remuneration for
MTG's senior executives as well as members of the Board if they are remunerated
outside their directorship.

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 peers, which
primarily consists of Nordic and European media, telecom and online companies.
The aim is to create a remuneration that is market competitive, well balanced
and reflects individual performance and responsibility, both short-term and long
-term, as well as MTG's overall performance and align the senior executives'
incentives with the interests of the shareholders. The intention is that the
senior executives shall have a significant long term shareholding in MTG and
that remuneration to the senior executives shall be based on the pay for
performance principle.

Remuneration to the senior executives shall consist of fixed salary, short-term
variable remuneration paid in cash ("STI") the possibility to participate in
long-term share or share price related incentive programs ("LTI") as well as
pension and other customary benefits.

Fixed salary

The senior executives' fixed salary shall be competitive and based on the
individual senior executive's responsibilities and performance.

Variable remuneration

The STI shall be based on fulfillment of established targets for the MTG Group
and in the senior executives' area of responsibility. The result shall be linked
to measurable targets (qualitative, quantitative, general, individual). The
targets within each area of responsibility are defined to promote MTG's
development in the short and long-term.

The maximum payment under the STI shall generally not exceed 100 percent of the
senior executives' fixed salary. Payment of part of the STI is conditional upon
it being invested in MTG shares and on those shares being held for an agreed
period of time.

The LTI shall be linked to certain pre-determined financial and/or share or
share-price related performance criteria and shall ensure a long-term commitment
to the development of the MTG Group and align the senior executives' incentives
with the interests of the shareholders.

Pension and other benefits

The senior executives shall be entitled to pension commitments that are
customary, competitive and in line with market conditions in the country in
which the senior executive is employed. Pension commitments will be secured
through premiums paid to insurance companies.

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

Notice of termination and severance pay

The maximum notice period in any senior executive's contract is twelve months
during which time salary payment will continue. MTG does not generally allow any
additional contractual severance payments to be agreed.

Compensation to Board Members

Board members, elected at General Meetings, may in certain cases receive a fee
for services performed within their respective areas of expertise, outside of
their Board duties. Compensation for these services shall be paid at market
terms and be approved by the Board.

Deviations from the guidelines

The Board may deviate from the above guidelines on a case by case basis. For
example, additional variable remuneration or cash payments may be paid in the
case of exceptional performance or in special circumstances such as recruitment
or retention. In such cases the Board will explain the reason for the deviation
at the following Annual General Meeting.

Evaluation of the guidelines and auditor's statement with respect to the
compliance with the guidelines

In accordance with the Swedish Corporate Governance Code Rule 10.3 and 9.1 the
Remuneration Committee within the Board monitors and evaluates the application
of the guidelines for remuneration to the Executives established by the Annual
General Meeting. Also, the company's auditor has, pursuant to Ch 8 Sec 54 of the
Swedish Companies Act, provided a statement with respect to whether there has
been compliance with the guidelines for remuneration to the Executives which
have applied during 2014. The evaluation and auditor's review have resulted in
the conclusion that the guidelines adopted by the Annual General Meeting have
been followed by MTG during 2014.

Long-term incentive plan 2015 (item 18)

The Board proposes that the Annual General Meeting resolves to adopt a retention
and performance based long-term incentive plan (the "Plan") for senior
executives (not referring to members of the Board) and other key employees
within the MTG Group as follows.

Adoption of the Plan (item 18(a))

Objectives and new features of the Plan

The main objectives for adopting the Plan are to create conditions to recruit,
motivate and retain high performing key employees and to align the employees'
interests and rewards with those of the shareholders by linking part of their
remuneration to MTG's profit and the shareholder return in order to facilitate
maximum long-term value growth in MTG.

The structure of the Plan is similar to the performance based long-term
incentive plans adopted by MTG previous years. In order to better achieve the
objectives of the Plan, the Board has put forward three new retention and
performance based criteria. Also, a shareholding requirement for the CEO and
other senior executives has been introduced as a condition for receiving MTG
Class B shares at the end of the Plan.

The Plan in brief

The Plan is proposed to include approximately 100 senior executives and certain
key employees within the MTG Group. Based on the participant's annual base
salary and a calculated price on the MTG Class B share, the participants will be
granted rights to receive MTG Class B shares free of charge, subject to the
terms and conditions of the Plan.

The number of MTG Class B shares that vests depends on, and to what extent, a
retention criterion based on relative total shareholder return (TSR) and two
performance criteria based on MTG's absolute total shareholder return (TSR) and
the normalised operating income excluding associated company income (EBIT) are
achieved. In addition, vesting of MTG Class B shares requires that the
participant after the release of MTG's interim financial report for the period
January – March 2018 is still employed by the MTG Group, and applicable to the
CEO and senior executives, that they own MTG-shares amounting to a target
holding.

The maximum numbers of MTG Class B shares which may vest under the Plan are
limited to 495,000, representing approximately 0.7 per cent of the outstanding
shares and 0.4 per cent of the outstanding votes.

Grant of share awards

The number of rights to receive MTG Class B shares free of charge (the "Share
Award") granted to a participant is based on a percentage of the participant's
annual base salary, gross before taxes, (the "Gross Salary") and a share price
of SEK 251.69 (calculated as the average volume weighted price on the MTG Class
B share at Nasdaq Stockholm during the period 26-31 March 2015, with a deduction
of SEK 11.00 (the proposed dividend per share)) (the "SEK 251.69 Calculated
Share Price").

In accordance with this principle, grant of Share Awards under the Plan will be
the following:

  · the CEO will be granted Share Awards amounting to 75 per cent of his Gross
Salary;
  · the other senior executives (approximately 10 persons) will be granted Share
Awards amounting to 75 per cent of their Gross Salary; and
  · the certain key employees (approximately 90 persons) will be granted Share
Awards amounting to 50 per cent of their Gross Salary.

Vesting of the Share Awards; terms and retention and performance based
conditions

The Share Awards shall be governed by the following terms and conditions:

  · Granted free of charge after the Annual General Meeting 2015 and will vest
after a three-year period, ending at the release of MTG's interim financial
report for the period January – March 2018 (the "Vesting Period").
  · May not be transferred or pledged.
  · Dividends paid on the MTG Class B share will increase the number of shares
that each Share Award entitles to, in order to align the participants' and
shareholders' interests.

The number of MTG Class B shares that will vest depends on the achievement in
relation to the relevant retention or performance criteria for the Share Award.
The Share Awards are divided into Series A (retention based) and Series B and
Series C (performance based).

Series A: Relative TSR         MTG's total return on the Class B share (TSR) for
the calendar years 2015-2017 exceeding the average TSR for a peer group of
Nordic and western European entertainment companies consisting of; CME, ITV, M6,
Mediaset, Pro Sieben, RTL, Sky, TF 1, TVN, Schibsted, Comhem and Sanoma (the
"Peer Group") as entry level. The companies in the Peer Group which have the
highest and the lowest TSR, respectively, shall be excluded from the
calculation.

Series B: Normalised EBIT  MTG's normalised operating income (EBIT), excluding
associated company income, for three (3) stand-alone one-year performance
periods, (calendar years 2015, 2016 and 2017), are corresponding to target
levels set by the Board for each of the calendar years, with the relative weight
of each of the three one-year performance periods being one-third. After each
one-year performance period, MTG will inform the shareholders if the target
level was met or not in the annual report for the year. Information on the
target levels and the level achieved for Series B will be communicated in
connection to vesting.

Series C: Absolute TSR            MTG's total return on the Class B share (TSR)
for the calendar years 2015-2017 is exceeding 10 percent as entry level and
being 33 per cent as target level.

The relative weight of Share Awards of Series A, Series B and Series C is one
-third respectively.

In order for each Share Award to entitle the participant to one (1) MTG Class B
share, the entry level for Share Awards of Series A and the target level for
Share Awards of Series B and C, respectively, must have been fulfilled. If the
entry level for Share Awards of Series C is reached, 20 per cent of the
participant's Share Awards of Series C will vest. Where the level of fulfilment
for Share Awards of Series C is between the entry level and target level,
vesting will occur on a linear basis in stages. If the entry level for Share
Awards of Series A and C, or target level Share Awards of Series B, is not
reached, the Share Awards in that series lapse.

Depending on fulfilment of the relevant retention and criterion for Share Awards
of Series A and B, respectively, and the level of fulfillment for Share Awards
of Series C, and on the condition that the participant is (with certain
exceptions) still employed by the MTG Group, after the Vesting Period, each
Share Award will vest as one (1) MTG Class B share, free-of-charge. For the CEO
and the other senior executives vesting also requires that they own shares
corresponding to a target holding in MTG, that is 100 per cent of the annual
base salary, net after taxes, (the "Net Salary") for the CEO and 50 per cent of
the Net Salary for the other senior executives (the "Target Holding").

MTG intends to present the final outcome of the Plan in the 2018 annual report.

Scope

The maximum numbers of MTG Class B shares which may be delivered to the
participants on vesting of the Share Awards are limited to 495,000, representing
approximately 0.7 per cent of the outstanding shares and 0.4 per cent of the
outstanding votes. The number of MTG Class B shares that according to the Plan
may be delivered to the participants shall, under conditions that the Board
stipulates, be subject to recalculation following a bonus issue, a share split
or a reverse share split, a rights issue or similar measures.

Costs of the Plan and effect on certain key ratios

The Plan will be accounted for in accordance with IFRS 2 which stipulates that
the Share Awards should be recorded as a personnel expense. Based on the SEK
251.69 Calculated Share Price; the CEO and senior executives have achieved the
Target Holding; the annual employee turnover is 10 per cent; and that 50 per
cent of the granted Share Awards will vest, the total cost, exclusive of social
security costs, for the Plan is estimated to be approximately SEK 38 million.
Such cost will be allocated over the years 2015-2018.

The estimated social security costs will also be recorded as a personnel expense
in the income statement by current reservations. The social security costs are
estimated to be approximately SEK 13 million with the assumptions above and an
average social security tax rate of 23 per cent and an annual share price
increase of 10 per cent of the MTG Class B share during the Vesting Period.

The annual cost of the Plan including social charges is estimated to be
approximately SEK 18 million based on the above assumptions. This cost can be
related to the company's total personnel costs, including social charges, of SEK
2,592 million in 2014. The impact on basic earnings per share if the Plan had
been introduced in 2014 with the assumptions above would result in a decrease of
SEK 0.24 on a yearly pro forma basis.

Each Category has a pre-determined maximum vested amount (cap) of approximately
2.0 – 3.0 times the Gross Salary, depending on the participant's category. If
the vested amount exceeds the maximum amount, the number of shares each Share
Award entitles the employee to receive at vesting, will be reduced accordingly.
Assuming 100 per cent fulfilment of the retention and performance based criteria
and that the respective caps have been reached the maximum cost for the Plan is
approximately SEK 104 million in accordance with IFRS 2 and the maximum cost for
social charges approximately SEK 95 million.

Based on the SEK 251.69 Calculated Share Price the maximum dilution is 0.62 per
cent in terms of the Plan cost as defined in IFRS 2 in relation to the company's
market capitalisation.

Delivery of shares under the Plan

A maximum 495,000 Class B shares held by the company may be transferred to the
participants under the Plan in accordance with item 18(b).

Preparation and administration of the Plan

MTG's Remuneration Committee has prepared the Plan in consultation with external
advisors and major shareholders. The Plan has been dealt with at meetings of the
Board during the first months of 2015.

The Board or the Remuneration Committee shall be responsible for preparing the
detailed terms and conditions of the Plan, in accordance with the terms and
guidelines resolved on by the Annual General Meeting. The Board and the
Remuneration Committee are authorised to make necessary adjustments to fulfil
local legislation, market prerequisites and restrictions in certain
jurisdictions or if the Target Holding and delivery of shares to persons outside
of Sweden cannot be achieved at reasonable costs and with reasonable
administrative efforts. Such authorisations may e.g. include resolving that
participating senior executives' Share Awards may vest even if the Target
Holding has not been achieved and that participants may be offered cash-based
settlement. It is further proposed that the Board shall be entitled to make
other adjustments, if it so deems appropriate, should changes occur in the MTG
Group or its operating environment that entails that the Plan no longer
correctly reflects the performance of the MTG Group. Any such adjustments shall
only be made in order to fulfil the main objectives of the Plan.

Information regarding other long-term incentive plans in MTG

For senior executives and key employees in MTG there are currently three long
-term incentive plans. For further information regarding these plans such as
terms and conditions, participation ratio, number of issued and outstanding
instruments etc. please refer to the Annual Report 2014, note 28 for the Group,
and MTG's website at www.mtg.com.

Transfer of own Class B shares to the participants (item 18(b))

The Board proposes that the Annual General Meeting resolves that a maximum of
495,000 MTG Class B shares held by the company may be transferred free of charge
to participants, in accordance with the terms of the Plan.

The number of the shares that may be transferred to the participants shall be
subject to recalculation in the event of an intervening bonus issue, reversed
split, split, rights issue and/or other similar events.

Authorisation for the Board to resolve on repurchase of own shares (item 19)

The Board proposes that the Board shall be authorised to resolve to repurchase
the company's own shares, if the purpose is to cancel shares through a decrease
of the share capital, in accordance with the following conditions:

  · The repurchase of Class A and/or Class B shares shall take place on the
Nasdaq Stockholm in accordance with Nasdaq Stockholm's rules regarding purchase
of own shares.
  · The repurchase of Class A and/or B shares may take place on one or more
occasions for the period up until the next Annual General Meeting.
  · So many Class A and/or Class B shares may, at the most, be repurchased so
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 Class A and/or Class B shares at the Nasdaq Stockholm may
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.
  · It is the from time to time lowest-priced, available, shares that shall be
repurchased by the company.
  · Payment for the shares shall be in cash.

The purpose of the authorisation is to give the Board flexibility to
continuously decide on changes to the capital structure during the year and
thereby contribute to increased shareholder value.

The Board shall be able to resolve that repurchase of own shares shall be made
within a repurchase program in accordance with the Commission's Regulation (EC)
no 2273/2003, if the purpose of the authorisation and the repurchase only is to
decrease the company's share capital.

MISCELLANEOUS

Shares and votes

There are a total number of 67,647,124 shares in the company, whereof 5,007,793
Class A shares, 61,774,331 Class B shares and 865,000 Class C shares,
corresponding to a total of 112,717,261 votes. The company currently holds
151,935 of its own Class B shares and 865,000 of its own Class C shares
corresponding to 1,016,935 votes which cannot be represented at the Annual
General Meeting.

Special majority requirements with respect to the proposed resolutions in items
18 and 19

The resolution under item 18(b) is valid only if supported by shareholders
holding not less than nine-tenths of both the votes cast and the shares
represented at the Annual General Meeting. Items 18(a) and 18(b) are conditional
upon each other.

The resolution under item 19 is valid only if supported by shareholders holding
not less than two-thirds of both the votes cast and the shares represented at
the Annual General Meeting.

Documentation

The annual report, the reasoned statement of the Board, pursuant to Ch 18 Sec 4
and Ch 19 Sec 22 of the Swedish Companies Act, the Auditor's statement pursuant
to Ch 8 Sec 54 of the Swedish Companies Act, the Boards' report of the results
of the evaluation according to the Swedish Code of Corporate Governance, the
Nomination Committee's motivated statement explaining its proposals regarding
the Board and information on the proposed members of the Board will be made
available today at the company's website www.mtg.com, at the company's premises
at Skeppsbron 18 in Stockholm and will be sent to those shareholders who so
request and state their postal address or email address.

The documentation can be ordered by telephone at +46 (0) 771-246 400 or in
writing at the address Modern Times Group MTG AB c/o Computershare AB, P.O. Box
610, SE-182 16 Danderyd, Sweden.

Shareholders' right to request information

The Board and the CEO shall, if any shareholder so requests and the Board
believes that it can be done without material harm to the company, provide
information regarding circumstances that may affect the assessment of an item on
the agenda, circumstances that can affect the assessment of the company's or its
subsidiaries' financial situation and the company's relation to other companies
within the group and the consolidated accounts.

Stockholm, April 2015
MODERN TIMES GROUP MTG AB (PUBL)
THE BOARD

___________

Other information

Schedule for the Annual General Meeting:

The doors open for shareholders at 1.00 p.m. CET.

The Annual General Meeting commences at 2.00 p.m. CET.

Interpretation

The Annual General Meeting will mainly be held in Swedish. As a service to the
shareholders, simultaneous interpretation from Swedish to English as well as
from English to Swedish will be provided. This service may be requested when
attendance to the Annual General Meeting is notified.

___________

The information is of such character, which Modern Times Group MTG AB (publ)
shall disclose in accordance with the Securities Market Act (2007:528) and/or
the law on Trading with Financial Instruments (1991:980). The information was
distributed for disclosure at 8.00 a.m. CET on 16 April 2015.

___________

MTG (Modern Times Group MTG AB (publ)) is an international entertainment group.
Our operations span six continents and include TV channels and platforms, online
services, content production businesses and radio stations. We are also the
largest shareholder in CTC Media, which is Russia’s leading independent media
company. Our shares are listed on Nasdaq Stockholm (‘MTGA’ and ‘MTGB’).