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 24 May 2016 at 3.00 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 Wednesday
18 May 2016; and
  · give notice of their attendance no later than Wednesday 18 May 2016,
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
Computershare AB "AGM, Modern Times Group MTG ", P.O. Box 610, SE-182 16
Danderyd, Sweden.

Shareholders shall in their 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 Wednesday 18 May 2016 the shareholder must inform their
nominees well before that 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 Board members;

(a) Joakim Andersson (re-election, proposed by the Nomination Commmittee).
(b) David Chance (re-election, proposed by the Nomination Commmittee).
(c) Simon Duffy (re-election, proposed by the Nomination Commmittee).
(d) Bart Swanson (re-election, proposed by the Nomination Commmittee).
(e) Donata Hopfen (new election, proposed by the Nomination Commmittee).
(f) John Lagerling (new election, proposed by the Nomination Commmittee).

16. Election of the Chairman of the Board.
17. Approval of the procedure of the Nomination Committee.
18. Resolution regarding guidelines for remuneration to the senior executives.
19. Resolution regarding a long-term incentive plan 2016, including resolutions
regarding (a) adoption of a long-term incentive plan 2016 and (b) transfer of
own Class B shares to the participants.
20. Resolution to authorise the Board to resolve on repurchase of own shares.
21. 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 Wilhelm Lüning, member of the Swedish Bar
Association, 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, 15(a)-(f) and 16)

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

The Nomination Committee proposes that, for the period until the close of the
next Annual General Meeting Joakim Andersson, David Chance, Simon Duffy and Bart
Swanson shall be re-elected as members of the Board, and that Donata Hopfen and
John Lagerling 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 for the period until the end of the next
Annual General Meeting SEK 1,375,000 (2015: SEK 1,260,000) is to be allocated to
the Chairman of the Board, SEK 475,000 (unchanged) to each of the other
directors of the Board and a total of SEK 800,000 (unchanged) 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
4,550,000 (2015: 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 17)

The Nomination Committee proposes that the work of preparing proposals to the
2017 Annual General Meeting regarding the Board and auditor, in the case that an
auditor should be elected, 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 2016 in consultation
with the largest shareholders of the company on 31 August 2016. 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 also be a member of the Committee, and will act as its convenor.
The members of the Committee will appoint the Committee’s Chairman at their
first meeting.

The Nomination Committee is appointed for a term of office commencing at the
time of its formation and ending when a new Nomination Committee is formed. If a
member resigns during the Committee term, the Nomination Committee may choose to
appoint a new member. The shareholder that appointed the resigning member shall
in such case be asked to appoint a new member, provided that the shareholder
still is one of the largest shareholders in the company. If that shareholder
declines participation on the Nomination Committee, the Committee may choose to
ask the next largest qualified shareholder to participate. In the event of
changes to the ownership structure of the company, the Committee may choose to
amend its composition in order to ensure that the Committee appropriately
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 2017 Annual General 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 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 11.50 per share and that the record date
for dividend shall be on Thursday 26 May 2016. If the Annual General Meeting
resolves in accordance with the proposal, the dividend is estimated to be paid
out to the shareholders on Tuesday 31 May 2016.

Guidelines for remuneration to senior executives (item 18)

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 senior executives
which have applied during 2015. The evaluation and auditor's review have
resulted in the conclusion that the guidelines adopted by the Annual General
Meeting have generally been followed, however the Board has in 2015, due to
extraordinary performance, resolved to pay a variable remuneration to the CEO
that exceeds 100 per cent of his fixed salary.

Long-term incentive plan 2016 (item 19)

The Board proposes that the Annual General Meeting resolves to adopt the 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 19(a))

Objectives 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 the same as the long-term incentive plan adopted
last year.

The Plan in brief

The Plan is proposed to include approximately 85 senior executives and certain
key employees within the MTG Group. Based on the participant's annual base
salary and a calculated price of 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 if, and to the 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 operating income (EBIT), have been fulfilled. In addition, allotment of
shares requires that the participant is still employed by the MTG Group after
the vesting period, and applicable to the CEO and senior executives, that they
own MTG-shares amounting to a target holding.

The maximum number of MTG Class B shares which may vest under the Plan is
limited to 450,000, 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
Awards") granted to a participant is calculated on a percentage of the
participant's annual base salary, gross before taxes, (the "Gross Salary"), and
a share price of SEK 241.59 (calculated as the average volume weighted price on
the MTG Class B share at Nasdaq Stockholm during the last five trading days in
March 2016) with a deduction of SEK 11.50 (the proposed dividend per share)
resulting in SEK 230.09.

In accordance with these principles, grant of Share Awards under the Plan will
be the following:

  · the CEO of MTG will be granted Share Awards amounting to 75 per cent of his
Gross Salary;
  · the other senior executives of MTG (at present 7 persons) will be granted
Share Awards amounting to 75 per cent of their Gross Salary; and
  · the certain key employees (approximately 80 persons) will be granted Share
Awards amounting to 50 per cent of their Gross Salary.

Vesting of the Share Awards; terms, conditions and criteria for measuring
performance

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

  · Granted free of charge after the Annual General Meeting 2016 and will vest
after a three-year period, ending when MTG's interim financial report for the
period January – March 2019 is released (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 level of
fulfilment of the relevant retention or performance criteria for the Share
Award. One-third of the Share Awards granted to the participants will be of
Series A (retention based), Series B and Series C (performance based)
respectively:

Series A:  MTG's total return on the Class B share (TSR) for the financial
Relative   years 2016-2018 exceeding the average TSR for a peer group of
TSR        Nordic and European entertainment companies (consisting of CME,
           ITV, M6, Mediaset, Pro Sieben, RTL, Sky, TF 1, Schibsted, Comhem
           and Sanoma (the "Peer Group")) as entry level. When calculating
           TSR, the companies in the Peer Group with the highest and the
           lowest TSR, respectively, shall be excluded.


Series B:  MTG's operating income (EBIT), adjusted for extra ordinary or non
Operating  -budgeted items or events not related to the ordinary course of
income     business to arrive at a normalised EBIT (e.g. M&A, non-recurring
(EBIT)     items). The EBIT performance criterion is set out for three (3)
           stand-alone one-year performance periods, the financial years 2016,
           2017 and 2018, and is corresponding to target levels set by the
           Board for each of the financial 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 for Series B
           will be communicated in connection to vesting.



























Series C:  MTG's total return on the Class B share (TSR) for the financial
Absolute   years 2016-2018, exceeding 10 percent as entry level and 33 per
TSR        cent as target level.

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 levels for
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 the target level for Share Awards of Series B, is not reached all Share
Awards in such series lapse.

Depending on fulfilment of the relevant retention or preformance 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 2019 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 450,000, 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
230.09 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 31 million.
Such cost will be allocated over the years 2016-2019.

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 9 million with the assumptions above, an average social
security tax rate of 20 per cent and an annual share price increase of
10 per cent during the Vesting Period.

The impact on basic earnings per share if the Plan had been introduced in 2015
with the assumptions above would result in a decrease of SEK 0.18 on a yearly
pro forma basis. The annual cost of the Plan including social charges is
estimated to be approximately SEK 14 million based on the above assumptions.
This cost corresponds to approximately 0.5 per cent of the MTG's total personnel
costs, including social charges, of SEK 3,053 million in 2015.

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 criteria for measuring
performance and that the respective Caps have been reached the maximum cost for
the Plan is approximately SEK 85 million in accordance with IFRS 2 and the
maximum cost for social charges approximately SEK 68 million.

Delivery of shares under the Plan

A maximum 450,000 Class B shares held by the company may be transferred to the
participants under the Plan in accordance with item 19(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 2016.

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 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 2015, note 28 for the Group,
and MTG's website at www.mtg.com.

Transfer of own Class B shares to the participants (item 19(b))

The Board proposes that the Annual General Meeting resolves that a maximum of
450,000 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 20)

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
146,155 of its own Class B shares and 865,000 of its own Class C shares
corresponding to 1,011,155 votes which cannot be represented at the Annual
General Meeting.

Special majority requirements with respect to the proposed resolutions in items
19 and 20

The resolution under item 19(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 19(a) and 19(b) are conditional
upon each other.

The resolution under item 20 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 and
information regarding deviation from the guidelines pursuant to Ch 8 Sec 51 of
the Companies Act, 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 Computershare AB "AGM Modern Times Group MTG", 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 2016

MODERN TIMES GROUP MTG AB (PUBL)

THE BOARD

___________

Other information

Schedule for the Annual General Meeting:

The doors open for shareholders at 2.00 p.m. CET.

The Annual General Meeting commences at 3.00 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.

___________

MTG (Modern Times Group MTG AB (publ.)) is a leading international entertainment
group. Our shares are listed on Nasdaq Stockholm (‘MTGA’ and ‘MTGB’). The
information in this announcement is such that MTG is required to disclose
according to the Securities Market Act and/or the Financial Instruments Trading
Act, and was released at 8.30 CET on 19 April 2016.