NOTICE OF ANNUAL GENERAL MEETING

April 14 2004

NOTICE OF ANNUAL GENERAL MEETING

Modern Times Group MTG AB, the international media group, hereby invites shareholders of Modern Times Group MTG AB to the Annual General Meeting of shareholders on Wednesday 12 May 2004 at 09.30 a.m. CET at Brasserie by the Sea, Tullhus 2, Skeppsbron, Stockholm.

NOTIFICATION
Shareholders who wish to participate at the Annual General Meeting shall:
– have their names entered in the register of shareholders maintained by VPC AB (the Swedish Securities Register Centre) on Friday 30 April 2004
– notify the company of their intention to participate by no later than 1.00 p.m on Thursday 6 May 2004. The notification shall be made on the company’s website at www.mtg.se, by telephone on +46-433-747 56 or in writing to the company at:

Modern Times Group MTG AB
P.O. Box 2094
SE-103 13 Stockholm, Sweden

When giving notice of participation, the shareholder should state name, personal identification number (or company registration number), address, telephone number, shareholdings and any advisors attending. Shareholders who wish to be represented by a representative shall submit a written power of attorney giving authorisation to a specific person together with the notice of participation. Written notifications should be marked “AGM”.

Shareholders whose shares are registered in the names of nominees must temporarily re-register the shares in their own name in order to be entitled to participate in the Meeting. Shareholders wishing to re-register must inform the nominee well in advance of 30 April 2004.

PROPOSED AGENDA
1. Election of Chairman of the Meeting.
2. Preparation and approval of the voting list.
3. Approval of the agenda.
4. Election of one or two person(s) to check and verify the minutes.
5. Determination of whether the Meeting has been duly convened.
6. Presentation of the annual report and auditor’s report and of the consolidated financial statements and the auditor’s report on the consolidated financial statements.
7. Decision on the adoption of the income statement and balance sheet and of the consolidated income statement and consolidated balance sheet.
8. Decision on the proposed treatment of the company’s unappropriated earnings or accumulated losses as stated in the adopted balance sheet.
9. Decision on the discharge of the liability of the members of the Board of Directors and the Managing Director.
10. Determination of the number of members and deputy members of the Board of Directors and the number of auditors and deputy auditors.
11. Determination of the fees of the members of the Board of Directors and the auditors.
12. Election of the members and deputy members of the Board of Directors.
13. Proposal from the shareholder, the Swedish Shareholders’ Association, that the Meeting should:
(a) elect a nomination committee;
(b) authorise the Board of Directors to elect a remuneration committee; and
(c) authorise the Board of Directors to elect an audit committee.
14. Closure of the Meeting.

DIVIDEND (item 8)
The Board of Directors proposes no dividend payment for the fiscal year 2003.

BOARD OF DIRECTORS (item 12)
Its is proposed that Asger Aamund, David Chance, Lars-Johan Jarnheimer, Cristina Stenbeck and Pelle Törnberg shall be re-elected as Board members and that Nick Humby and David Marcus shall be elected as new members of the Board of Directors.
The above proposal is supported by shareholders representing more than 50 percent of the votes in the company, including inter alia Emesco AB, Invik & Co. AB, Industriförvaltnings AB Kinnevik, SEB Fonder and SEB Trygg Liv.

Stockholm, April 2004
BOARD OF DIRECTORS

For further information, please visit www.mtg.se, email info@mtg.se, or contact:

Hans-Holger Albrecht, President & CEO
tel: +46 (0) 8 562 000 50

Henrik Persson, Investor & Press Enquiries
tel: +44 (0) 20 7321 5010

MTG is an international media group with operations in more than 30 countries around the world and principal broadcasting businesses in Scandinavia, the Baltic States, Hungary and Russia. MTG is the largest Free-to-air and Pay-TV operator in the Nordic and Baltic regions and the largest commercial radio operator in Northern Europe. MTG’s Viasat channels reach over 50 million people in 14 countries every day and MTG Radio’s stations reach 2.7 million daily listeners. The Viasat Broadcasting DTH satellite TV platform offers digital multi-channel TV packages of 50 own-produced and third party entertainment channels. MTG is a leading European direct response TV network operator, broadcasting home shopping channels into 100 million homes in 52 countries, as well as one of the world’s leading originators and producers of Reality TV formats and a global provider of subtitling and dubbing services to the entertainment industry.

Modern Times Group MTG AB class A and B shares are listed on the Stockholmsbörsen O-list (symbols: MTGA and MTGB).


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