Annual General Meeting 2010

Modern Times Group MTG AB’s 2010 Annual General Meeting was held in Stockholm on 17 May 2010 and voted to support all of the resolutions proposed to the Meeting.

The Meeting resolved to re-elect Mia Brunell Livfors, David Chance, Simon Duffy, Alexander Izosimov, Michael Lynton, David Marcus and Cristina Stenbeck as members of the Board of Directors. David Chance was re-elected as Chairman of the Board. As previously announced, Asger Aamund had declined re-election to the Board.

The Meeting discharged the Board of Directors and the CEO from liability for the results for the full year 2009.

The Meeting approved 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 2011 shall be performed by a Nomination Committee. The Nomination Committee will be formed during October 2010 in consultation with the largest shareholders of the Company as per 30 September 2010. 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 2010 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 may be appointed after consultation with the largest shareholders of the Company. However, unless there are special circumstances, there shall not be changes in the composition of the Nomination Committee if there are only marginal changes in the number of votes, or if a change occurs less than three months prior to the Annual General Meeting. 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 Meeting approved the Nomination Committee’s proposal that the Company shall have two auditors and KPMG AB has been reappointed as auditor, with the Authorised Public Accountant George Pettersson appointed as new auditor in charge, for a period of four years. Ernst & Young Aktiebolag was appointed as auditor, with the Authorised Public Accountant Erik Åström reappointed as auditor in charge, at the 2007 Annual General Meeting for a period of four years until the 2011 Annual General Meeting.

The Meeting approved the proposed remuneration of the Board of Directors and the guidelines for the remuneration of senior executives.

The Meeting approved the Board of Directors’ proposal that a dividend of SEK 5.50 per share be paid to shareholders as at the record date of 20 May 2010. It is anticipated that the dividend will be paid through Euroclear Sweden on 25 May 2010.

Notice to attend 2010 AGM
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