INGATE

From The Sip Trunking Experts

TMCNet:  Metro International: Convening Notice to EGM 21 December 2012

[December 05, 2012]

Metro International: Convening Notice to EGM 21 December 2012

(Thomson Reuters ONE via COMTEX) -- Convening notice is hereby given to the shareholders of Metro to attend the extraordinary general meeting of Metro's shareholders (the "EGM") that will be held on 21 December 2012 at 4 p.m. CET at the offices of the law firm NautaDutilh Luxembourg at 2 rue Jean Bertholet, L-1233 Luxembourg, with the following agenda: AGENDA 1. To elect of the Bureau of the EGM.


2. To add voting rights to the class B shares issued by Metro.

3. To amend Article 5 paragraph 1 and 2, as well as Article 17 paragraph 5 of the Articles of Association of Metro so as to reflect the change to the class B shares mentioned under item 2.

INFORMATION ELECTION OF THE BUREAU OF THE EGM (EGM item 1) The Chairman of the board of directors intends to delegate the duty to preside as Chairman over the EGM to Jean-Michel Schmit, attorney at law (avocat a la Cour). It is proposed to the EGM to acknowledge such delegation.

It is further proposed to the EGM that the Chairman of the EGM shall be empowered to elect the other members of the Bureau, i.e. the secretary and the scrutineer of the meeting amongst the persons present at the meeting.

ADDING VOTING rights to the class b shares (EGM item 2) It is proposed to add voting rights to the class B shares of Metro, so that the class B shares have the same voting rights as the class A shares, i.e. one vote for each share. The preferred dividends rights and preferential rights to the reimbursement of the contribution on the class B shares will not be affected and will remain attached to such class B shares.

AMendment of article 5 and Article 17 of the Articles of association (EGM item 3) It is proposed to amend Article 5 paragraph 1 and 2, as well as Article 17 paragraph 5 of the Articles of Association of Metro so as to reflect the addition of voting rights to the Class B shares mentioned above.

QUORUM AND MAJORITY As of the date of this convening notice, the share capital of Metro is represented by an aggregate number of 528,009,231 shares, composed of 264,483,532 class A voting shares and 263,525,699 class B non-voting shares.

Considering the items on the agenda of the EGM and in accordance with the law dated 10 August 1915 on commercial companies as amended from time to time, the class B non-voting shares will exceptionally have the right to vote on the items of the agenda in the same manner as the class A voting shares. Each share is entitled to one vote.

Therefore, with respect to the resolutions to be voted upon, there is a total of voting rights of 528,009,231.

The EGM will validly deliberate on the resolutions on its agenda only if at least 50% of the issued share capital is present or represented (the "Quorum") and will validly be adopted only if approved by at least 2/3 of the votes cast at the EGM. If the Quorum is not reached at the first meeting, the Board of Directors may convene a second EGM with the same agenda at which no quorum will be required.

FORMALITIES TO ATTEND Direct Shareholders Participation in the EGM is reserved to shareholders who file their intention to attend the EGM by mail or e-mail and/or return a duly completed, dated and signed notice of attendance or power of attorney, whereby the shareholder holder authorises the Chairman of the EGM or another designated person to represent him/her/it at the EGM, to the following address: Metro International S.A., 2-4, avenue Marie-Therese, L-2132 Luxembourg, Tel: +352 - 27 751 350, Fax: + 352 - 27 751 312, e-mail address: investor.relations@metro.lu, so that it shall be received not later than 18 December 2012 4 p.m. CET. Power of attorney forms and notice of attendance forms for the EGM are available at the same address and on Metro's website, www.metro.lu.

Holders of SDRs Participation at the EGM is reserved to holders of Swedish Depository Receipts ("SDRs") who are duly registered as holder of SDRs in the records maintained by Euroclear Sweden AB as of 18 December 2012, are holders of SDRs on the date of the EGM and notify their intention to attend the EGM to Skandinaviska Enskilda Banken AB (publ) ("SEB") at the following address: SEB, Issuer Agent Department, R B6, 106 40 Stockholm, Sweden, by email to; issuedepartment@seb.se or by fax to; fax number +46 8 763 6250 (with the original followed by mail), either by using the form of notification of attendance (to be duly completed, dated and signed) in case the holder of SDRs wishes to attend the EGM in person, or by using the power of attorney form (to be duly completed, dated and signed) in case holder of SDRs wishes to be represented at the EGM, so that it shall be received no later than on 18 December 2012 at 4 p.m. CET.

The form of notification of attendance or the form of power of attorney may be downloaded on Metro's website, www.metro.lu, or may be requested from SEB at the address mail or e-mail mentioned, or may be requested from Metro at the mail address or e-mail address mentioned above.

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, in order to exercise their shareholders' rights at the EGM. Such registration must be completed no later than 18 December 2012. SDR holders wishing to re-register must inform their nominee well in advance of 18 December 2012 so that they appear on the records maintained by Euroclear Sweden AB on 18 December 2012. Please note that SDRs holders who have not re-registered their SDRs with Euroclear Sweden AB effective on 18 December 2012 or are not holders of the SDR on the date of the EGM will not be eligible to participate in the EGM.

Only the persons that are shareholders or holders of SDRs on 18 December 2012 and until 21 December 2012 (included) and who comply with the above procedure may participate and vote at the EGM. Notwithstanding the above rules, the Bureau of the EGM shall have the discretionary power to accept a power of attorney received after the above mentioned deadlines to be accounted for the votes cast at the EGM.

Any person who, pretending to be the owner of shares and/or SDRs which do not belong to it/him/her, participates in any vote in a general meeting of shareholders of Metro is punishable by a fine of EUR 500 to 25,000. As a consequence of the foregoing, any person who wishes to attend to the EGM by returning a proxy or a notification of attendance as above mentioned must not transfer its/his/her shares and/or SDRs between 18 December 2012 and the date of the EGM.

Conversions from shares into SDRs and vice versa will not be permitted from 18 December 2012 up to and including 21 December 2012.

Luxembourg, on 5 December 2012 METRO INTERNATIONAL S.A.

The Board of Directors For further information please visit www.metro.lu ABOUT METRO INTERNATIONAL AND METRO Metro is the largest international newspaper in the world. Metro is published in over 100 major cities in 23 countries across Europe, North & South America and Asia. Metro has a unique global reach - attracting a young, active, well-educated Metropolitan audience of over 18 million daily readers.

This announcement is distributed by Thomson Reuters on behalf of Thomson Reuters clients.

The owner of this announcement warrants that: (i) the releases contained herein are protected by copyright and other applicable laws; and (ii) they are solely responsible for the content, accuracy and originality of the information contained therein.

Source: Metro International via Thomson Reuters ONE HUG#1662786 Convening Notice EGM 21 December 2012 - http://hugin.info/132142/R/1662786/539022.pdf

[ Back To SIP Trunking Home's Homepage ]

Loading
Subscribe here for your FREE
SIP TRUNKING enewslettter.

Featured Partner


Featured Whitepapers

SIP Security for the Enterprise
Voice over IP (VoIP) is incorporated into a variety of computer networks, both public and private, and used for everyday transactions and communications among carriers, businesses, government agencies...

Making A Broadband Purchase Decision
Businesses today have many options for broadband connectivity. Clarifying your particular business needs prior to selecting a broadband provider will ensure an optimal match of broadband service to your requirements.

Voice-Optimized Network Delivers Premier Call Experience
Customers equate call quality with business quality. Real-time communication, interpersonal interaction, and the cordial tone of a call center representative can create a positive impression of your business that no email can match.

Featured Case Studies

Business Telecom Expenses Reduced 50%
A small to medium sized company in the midwest was interested in migrating to IP Communications, but in today's economy, they were hesitant to upgrade their communication system due to their perception that the cost would outweigh the benefits.

Multi-State Company Cuts Telecom Costs 50%
A multi-site, multi-state company with extensive monthly long distance fees and toll-free charges did not have adequate broadband for Broadvox SIP Trunking requirements, nor did they have a SIP enabled telephone system.

Discover Leisure Connects Remote Users to its IP-PBX
Discover Leisure is one of the largest resellers of caravans and motor homes in the UK. With 15 branch of?ces all over the country, the company spent a great deal of money every month just on internal phone calls.

Featured eBOOKS

Internet+: The Way Toward Global Unified Communication
Connecting the telephony of the enterprise PBX or Unified Communications (UC) system using SIP trunks instead of conventional telephone lines has been very successful in recent years.

What is SIP Trunking? Edition 2
SIP trunking is becoming more of a focus for service providers. One key issue many service providers face when deploying SIP trunks is NAT, or Network Address Translation, traversal.

What is SIP Trunking? Edition 1
A vast resource for information about all things SIP - including SIP, security, VoIP, SIP trunking and Unified Communications.

Featured Videos

Broadvox VAR Testimonial VAR 1:
Part 1 of the VAR (Value Added Reseller) Partner Program Testimonials for Broadvox...

E-SBCs AS The Demarcation Point:
Ingate's Steve Johnson talks to Erik Linask about the role session border controller plays as the demarcation point at...

Demystifying DPI
How can deep packet inspection protect your SIP traffic as well as your entire network?

Featured Resources

Partner Program Overview:
Over 4,000 VARs, Master Agents, Solution Providers, and Independent IT Professionals trust Broadvox. We offer customized services and solutions to fit seamlessly into any company's business model. And when you partner with Broadvox, every member of our team stands behind you and your customers 100%...

SIP Trunk UC Summit

What's New

Presenting the New Ingate/Intertex Website:
Internet+ is an extended Internet access allowing high quality SIP (Session Initiation Protocol) based real-time person-to-person communication, everywhere and for any application. It applies to both fixed and mobile networks ...

Featured Blogs

Featured Webinars

Secure SIP Trunking:
What You Need to Know

Successfully Deploying Enterprise SIP Trunking:
Tools and Techniques for Overcoming Common Roadblocks

Featured Podcasts

Getting the Most Out of Your SIP Trunks:
Ingate's Steve Johnson and TMC's Erik Linask discuss how best practices forgetting the most out of SIP Trunking services and common pitfalls to avoid.

Featured Datasheets

Ingate SIParator E-SBCs
Adopting SIP is a simple process with the Ingate SIParator, the secure enterprise session border controller (E-SBC). The SIParator makes secure SIP communications - including VoIP,SIP trunking and more - possible while working seamlessly with your existing network firewall.

Ingate Firewalls
Everyone is talking about enterprise usage of VoIP, instant messaging and other types of realtime communications including presence and conferencing.

SIP Trunk Solutions for Service Providers
The award-winning Ingate Firewall and Ingate SIParator deliver a high quality, reliable SIP trunk connection between the customer's IP-PBX and the service provider network, and solve interoperability issues to simplify deployments and support for remote diagnosis of reported issues.