Annual General Meeting 2011

Modern Times Group MTG AB’s 2011 Annual General Meeting was held in Stockholm on 18 May 2011 and voted to support all of the resolutions proposed to the Meeting.

The Meeting adopted the income statement and Balance Sheet as well as the consolidated financial statements and the Auditors’ report on the consolidated financial statements. The Meeting also resolved that a dividend of SEK 7.50 per share be paid to shareholders. The record date for the dividend was set to 23 May 2011, and the dividend is estimated to be paid out by Euroclear Sweden on 26 May 2011.

The Meeting discharged the Board of Directors and the CEO from liability for the results for the full year 2010.

The Meeting resolved to re-elect David Chance, Simon Duffy, Alexander Izosimov, Mia Brunell Livfors, Michael Lynton, David Marcus and Cristina Stenbeck as Directors of the Board, and resolved to elect Lorenzo Grabau as a new Director of the Board. The Meeting also re-elected David Chance as Chairman of the Board of Directors.

The Meeting resolved increase the total Board remuneration from SEK 3,950,000 to SEK 4,875,000 for the period until the close of the next Annual General Meeting. The proposal states that SEK 1,200,000 be allocated to the Chairman of the Board, SEK 450,000 to each of the directors of the Board and total SEK 525,000 for the work in the committees of the Board of Directors. For work within the Audit Committee, SEK 200,000 shall be allocated to the Chairman and SEK 75,000 to each of the other three members. For work within the Remuneration Committee, SEK 50,000 shall be allocated to the Chairman and SEK 25,000 to each of the other two members. Furthermore, remuneration to the auditor shall be paid in accordance with approved invoices.

The Meeting approved the following procedure for the 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 2012, shall be performed by a Nomination Committee. The Nomination Committee will be formed during October 2011 in consultation with the largest shareholders of the Company as per 30 September 2011. 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 2011 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, upon request, have the right to 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 one accounting firm as auditor. Pursuant to the proposal, the task of appointing an auditor is not scheduled to occur until 2014.

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

Notice to attend 2011 AGM
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