Extraordinary General Meeting 2010

Modern Times Group MTG AB (publ.) (‘MTG’ or ‘the Group’), the international entertainment broadcasting group, announced on 21 October 2010 that the Extraordinary General Meeting of MTG shareholders (‘EGM’), which was held that day in Stockholm, voted to approve the proposed distribution of all of the shares in MTG’s wholly-owned subsidiary CDON Group AB (“CDON Group”) to MTG shareholders.

MTG shareholders will receive one share in CDON Group for each MTG class A and/or class B share that they hold. MTG class C shareholders are not entitled to dividend. The dividend will be equivalent to a maximum of SEK 4.89064 per class A and class B share and the dividend will reduce MTG’s non-restricted equity by a maximum of SEK 323,637,004, based on the maximum potential number of shares outstanding as the record date.

MTG’s Board of Directors was authorised by the EGM to set the record date for the dividend.

There are a total of 67,110,122 outstanding MTG shares, of which 6,636,813 are Class A shares, 59,408,309 are Class B shares and 1,065,000 are Class C shares. The shares together correspond to a total of 126,841,439 votes, with each class A share entitling the holder to 10 votes and each class B share entitling the holder to one vote. MTG holds all of the 1,065,000 Class C shares in issue, which were not represented or voted at the EGM.

An Extraordinary General Meeting in CDON Group, held on 24 September 2010, resolved to carry out a set-off share issue, by which MTG has subscribed to a total of 65,545,122 shares in CDON Group, at a price of SEK 3.646 per share (the “Share Issue”). Payment for the shares has been made through a SEK 239,000,000 set-off of MTG’s receivable on CDON Group. The share capital of CDON Group has increased to SEK 132,090,244 through the Share Issue, and CDON Group now has a total of 66,045,122 issued shares.

The dividend of CDON Group shares is conditional upon the registration of the Share Issue in CDON Group with the Swedish Companies Registration Office; the approval for listing of the company’s shares by Nasdaq OMX Stockholm; and the review and approval of the related prospectus by the Swedish Financial Supervisory Authority not later than 28 February 2011. The intention is that the CDON Group shares be listed and commence trading on Nasdaq OMX Stockholm after the dividend has been made.

Notice to attend 2010 EGM
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