Edgar Filing: METRO ONE TELECOMMUNICATIONS INC

SCHEDULE 14A

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[X] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission
[ ] Definitive Proxy Statement Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12

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METRO ONE TELECOMMUNICATIONS, INC.
(Name of Registrant as Specified in its Charter)

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[LETTERHEAD OF METRO ONE]

April XX, 2003

Dear Shareholder:

You are cordially invited to attend the annual meeting of shareholders of
Metro One Telecommunications, Inc. The meeting will be held on May 28, 2003, at
3:30 p.m., local time, at Metro One Telecommunications, Inc., 11200 Murray
Scholls Place, Beaverton, Oregon 97007. The directors of Metro One and I look
forward to greeting as many of our shareholders as possible.

Details of the business to be conducted at the meeting are given in the
attached notice of annual meeting of shareholders and proxy statement. Our
annual report for the year ended December 31, 2002 is also enclosed.

Whether or not you plan to attend, it is important that your shares be
represented and voted at the meeting. Please either sign and return the
accompanying proxy card in the postage-paid envelope or instruct us by telephone
or via the Internet as to how you would like your shares voted. This will ensure
representation of your shares if you are unable to attend. Instructions on how
to vote your shares by telephone or via the Internet can be found on the proxy
card.

On behalf of the Board of Directors, I would like to express our continued
appreciation for your interest in Metro One's business affairs.

Sincerely,

/s/ Timothy A. Timmins

Timothy A. Timmins
President and Chief Executive
Officer

Metro One Telecommunications, Inc.
11200 Murray Scholls Place
Beaverton, Oregon 97007

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Notice of Annual Meeting of Shareholders
To be held May 28, 2003

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To the Shareholders of
Metro One Telecommunications, Inc.:

Notice is hereby given that the annual meeting of shareholders of Metro
One Telecommunications, Inc. will be held on May 28, 2003, at 3:30 p.m.,
local time, at Metro One Telecommunications, Inc., 11200 Murray Scholls
Place, Beaverton, Oregon 97007, for the following purposes:

1. To elect one Class I director, two Class II directors and one Class
III director;

2. To approve an amendment of Metro One's articles of incorporation to
change the range of the number of authorized directors;

3. To approve an amendment of the 1999 Employee Stock Purchase Plan to
increase the number of shares of common stock authorized for
purchase;

4. To ratify the selection of Deloitte & Touche LLP as Metro One's
independent auditors for the year ending December 31, 2003; and

5. To transact such other business as may properly come before the
meeting or any adjournments or postponements of the meeting.

By Order of the Board of Directors

/s/ Gary E. Henry

Gary E. Henry
Secretary

Beaverton, Oregon
April XX, 2003

Metro One Telecommunications, Inc.
11200 Murray Scholls Place
Beaverton, Oregon 97007

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Proxy Statement
For the Annual Meeting of Shareholders
To be Held May 28, 2003

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The Board of Directors of Metro One Telecommunications, Inc. is furnishing
this proxy statement to Metro One's shareholders to solicit proxies for use at
the annual meeting of shareholders to be held on May 28, 2003, at 3:30 p.m.,
local time, at Metro One Telecommunications, Inc., 11200 Murray Scholls Place,
Beaverton, Oregon 97007, and at any adjournments or postponements of the
meeting. In this proxy statement, "Metro One," "we," "us" and "our" refer to
Metro One Telecommunications, Inc.

At the meeting, you will be asked to:

o Elect one Class I director, two Class II directors and one Class III
director;

o Approve an amendment of Metro One's articles of incorporation to
change the range of the number of authorized directors;

o Approve an amendment of the 1999 Employee Stock Purchase Plan to
increase the number of shares of common stock authorized for
purchase;

o Ratify the selection of Deloitte & Touche LLP as Metro One's
independent auditors for the year ending December 31, 2003; and

o Transact such other business as may properly come before the meeting
or any adjournments or postponements of the meeting.

This proxy statement, together with the enclosed proxy, is first being
mailed to shareholders on or about April XX, 2003.

Record Date and Quorum

The Board of Directors has fixed April 2, 2003 as the record date for the
meeting. Only holders of record of shares of Metro One common stock at the close
of business on the record date will be entitled to notice of and to vote at the
meeting or any adjournments or postponements of the meeting. On the record date,
there were 24,682,318 shares of common stock outstanding. The presence, in
person or by proxy, of a majority of the total number of outstanding shares of
common stock entitled to vote at the meeting is necessary to constitute a quorum
for the transaction of business at the meeting.

Voting and Proxy Instructions

Each shareholder of record at the close of business on the record date is
entitled to one vote for each share of common stock registered in the
shareholder's name. You may vote your shares (1) over the telephone by calling a
toll-free number, (2) by using the Internet, or (3) by mailing in your proxy
card. If you would like to vote by telephone or by using the Internet, please
refer to the specific instructions on the proxy card. The deadline for voting by
telephone or via the Internet is 11:59 p.m. Eastern Time on Tuesday, May 27,
2003. If you wish to vote using the proxy card, complete, sign and date your
proxy card and return it to us before the meeting.

Whether you choose to vote by telephone, over the Internet, or by mail,
you may specify whether your shares should be voted for all, some, or none of
the nominees for directors (Proposal I), and whether you approve, disapprove, or
abstain from voting on any of the other proposals. If you do not specify on your
proxy card, or when giving your proxy by telephone or over the Internet, how you
want to vote your shares, we will vote them FOR each of the nominees for
director (Proposal I), FOR the approval of the amendment of our articles of
incorporation to change the range of the number of authorized directors
(Proposal II), FOR the approval of an amendment of our 1999 Employee Stock
Purchase Plan (Proposal III) and FOR the ratification of the selection of
Deloitte & Touche LLP as independent auditors for the year ending December 31,
2003 (Proposal IV).

Revocation of Proxies

Your presence at the meeting will not automatically revoke your proxy. You
may, however, revoke your proxy at any time prior to its exercise by (1)
submitting a written notice of revocation to Secretary, Metro One
Telecommunications, Inc., 11200 Murray Scholls Place, Beaverton, Oregon 97007,
(2) submitting another proxy by telephone, via the Internet, or by mail that is
later dated and, if by mail, that is properly signed, or (3) attending the
meeting and voting in person. All valid, unrevoked proxies will be voted at the
meeting.

Election of Directors
(Proposal I)

Under our articles of incorporation, our directors are divided into three
classes, Class I, Class II and Class III. At our 2001 annual meeting, Class I
directors were elected for a one-year term, Class II directors were elected for
a two-year term and Class III directors were elected for a three-year term.
Thereafter, each year, a different class of directors is elected at the annual
meeting for a three-year term. At our 2002 annual meeting, Class I directors
were elected for a three-year term.

Nominees and Directors

Two directors, of the six directors currently constituting the Board of
Directors, are Class II directors and consequently are to be elected at this
annual meeting to hold office until the 2006 annual meeting and until their
successors are elected and qualified.

In February 2003, Roger L. Pringle was elected by the Board of Directors
as a Class I director to fill the vacancy created by the retirement of A. Jean
de Grandpre.

In April 2003, Helena Mattila was elected by the Board of Directors as a
Class III director to fill the vacancy created by the resignation of Henri
Harmia. Mr. Harmia was a designee of Sonera Media Holding B.V. pursuant to an
Investment Agreement dated as of February 2, 2001 between Metro One and Sonera
Media Holding B.V., the obligations of which have been assumed by Sonera Holding
B.V. Ms. Mattila has been designated by Sonera Holding B.V., an indirect
subsidiary of TeliaSonera AB, as a replacement for Mr. Harmia. See "Principal
Shareholders." Mr. Harmia had been designated by Sonera to replace Heikki
Jamsanen

In accordance with Oregon law, the term of a director elected by the Board
of Directors to fill a vacancy expires at the next annual meeting at which
directors are elected. Therefore, Mr. Pringle will stand for election as a Class
I director to serve for the remaining two-year term of the vacancy, and until
his successor is elected and qualified, and Ms. Mattila will stand for election
as a Class III director for the remaining one-year term of the vacancy, and
until her successor is elected and qualified.

It is not anticipated that the nominees will decline or be unable to serve
as directors. If, however, that should occur, the proxy holders will vote the
proxies in their discretion for any nominee designated to fill the vacancy by
the present Board of Directors.

The following table sets forth the names of the current members of the
Board of Directors. The table also includes each director's age, class, the
periods during which each has served as a director and the positions currently
held by him or her.

Director Current Position With
Name Age Since Class Term Expires Metro One
---- --- ----- ----- ------------ ---------
Roger L. Pringle... 62 2003 I 2003 Director
Timothy A. Timmins. 46 1994 I 2005 President, Chief
Executive Officer
and Director
Aimo Olkkonen...... 57 2001 II 2003 Director
David A. Williams.. 61 2000 II 2003 Director
William D. 64 1995 III 2004 Chairman of the
Rutherford......... Board
James M. Usdan..... 53 1997 III 2004 Director
Helena Mattila..... 43 2003 III 2003 Director

Certain information as to the nominees who are up for election at the meeting
follows:

Nominee for Class I Director (New Term to Expire in 2005)

Roger L Pringle is President and founder of The Pringle Company, an
executive search and management consulting firm serving various clients in a
variety of industries ranging from high technology to health care. Prior to
founding the Pringle Company in 1976, Mr. Pringle

served six years as a Principal with Ernst & Young in its management consulting
organization, specializing in business planning, organization development,
executive compensation and executive search. He has also served as corporate
Human Resources Director for Hyster Company involved with labor relations and
human resources management. Mr. Pringle served or currently serves on the Boards
of numerous organizations including West One Bank Oregon, Bank of the Northwest,
Epitope, Inc. (Nasdaq: EPTO), Agritope, Inc., North Pacific Group and H2F Media,
Inc. He holds a Bachelor of Science degree in Business from Oregon State
University and a Masters degree in Business Administration from the University
of Oregon.

Nominees for Class II Directors (New Term to Expire in 2006)

Aimo Olkkonen has served as President and Chief Executive Officer of
Sonera Holding B.V., a telecommunications holding company owned by TeliaSonera
AB, a telecommunications company, and Executive Vice President of Sonera
Corporation, also a telecommunications company and currently owned by
TeliaSonera, since 2001. From 1988 through the present, he has held various
management positions in Sonera Corporation in Finland and elsewhere. In addition
he has served as a board member in several telecommunications companies
including EMT (Estonia), LMT (Latvia), Omnitel (Lithuania), Sonera International
(Belgium), Sonera Corporation U.S. (U.S.), Sonera GMBH (Germany), Turkcell
(Turkey), Libancell (Lebanon), Ipse 2000 (Italy), Xfera (Spain) and others. Mr.
Olkkonen received a Masters of Science degree from Helsinki Technical University
and has completed the Advanced Management Program at Harvard Business School. He
is a designee of Sonera Holding B.V. pursuant to an Investment Agreement dated
as of February 2, 2001 between Metro One and Sonera Media Holding B.V., the
obligations of which have been assumed by Sonera Holding B.V.

David A. Williams has served as President of his investment company,
Roxborough Holdings Limited, Toronto, Ontario, Canada since 1995. From 1969 to
1994 he also held senior management positions with Beutel Goodman Company, one
of Canada's largest institutional money managers. He also has extensive board
experience, serving as the Chairman of the Board of Radiant Energy Corporation
and FRI Corporation. He is a director of Drug Royalty Corporation, Bennett
Environmental, Inc., Pinetree Capital Corporation and First International Asset
Management. Mr. Williams holds a Bachelors degree in Business from Bishops
University, Lennoxville, Quebec and a Masters degree in Business Administration
from Queen's University, Kingston, Ontario. He is a director of the Bishop's
University Foundation and the Women's College Hospital Foundation.

Nominee for Class III Director (New Term to Expire in 2004)

Helena Mattila has served as Vice President, Customer Services in the
Consumer Segment of TeliaSonera Finland since July 2002. She was Vice President
of Customer Services and Billing for the Mobile Operations division of Sonera
Oyj from October 1998 to June 2002. From January 1995 to September 1998, Ms.
Mattila was Vice President of the Information and Operator Services division of
Sonera Oyj. She was Department Manager of the Information and Operator Services
division of Telecom Finland from November 1992 to December 1994. From September
1990 to October 1992, she was Product Manager of the Information and Operator
Services division of Post and Telecom. Ms. Mattila received a Master of Science
in Engineering

degree and an Executive Masters degree in Business Administration from Helsinki
University of Technology.

Certain information as to directors who are not up for election at the meeting
follows:

Continuing Class I Director (Current Term to Expire in 2005)

Timothy A. Timmins has served as President and Chief Executive Officer of
Metro One since 1995. He was Metro One's Executive Vice President and Chief
Financial Officer from 1993 to 1995. From 1985 to 1993, Mr. Timmins served in
various capacities with the Investment Banking Division of Kemper Securities,
Inc. and predecessor firms, ultimately as Senior Vice President. Mr. Timmins is
a certified public accountant and holds a Bachelor of Science degree in Business
Administration from Portland State University and a Masters degree in Business
Administration from the University of Southern California.

Continuing Class III Directors (Current Term to Expire in 2004)

William D. Rutherford was elected Chairman of Metro One's Board of
Directors in 2000. He is the Principal of Rutherford Investment Management LLC,
an investment advisory service. During 1997, Mr. Rutherford was Chief Executive
Officer of Fiberboard Asbestos Compensation Trust. From 1995 to 1996, Mr.
Rutherford was a Principal with Macadam Partners, a Portland-based investment
firm. He was formerly the Treasurer of the State of Oregon, where he was
responsible for the State's then $14 billion investment program and the State's
then $7.5 billion in indebtedness and during which service he was elected
Chairman of the Oregon Investment Council. He also served for seven years as a
Member of the Oregon House of Representatives. From 1994 to 1995, Mr. Rutherford
served as Director of Special Projects for Metallgesellschaft Corp., a
multi-billion dollar international trading company. From 1990 through 1993, Mr.
Rutherford was President and a director of Societe Generale Touche Remnant
Corporation (U.S.), an international asset management company. From 1987 to
1990, Mr. Rutherford was President and Chief Executive Officer of ABD
International Management Corporation, an international asset management company.
Mr. Rutherford formerly practiced law and served as Chief Executive Officer of a
regional investment firm. A U.S. Army veteran, Mr. Rutherford received a
Bachelor of Science degree in History from the University of Oregon and an LL.B.
from Harvard University Law School.

James M. Usdan is President, Chief Executive Officer and a director of
Castle Dental Centers, Inc., a group dental practice management organization.
From 1998 to 2001, Mr. Usdan was President and Chief Executive Officer of
NextCARE Hospitals, Inc., a provider of long-term acute care hospital services.
From 1990 to 1998, Mr. Usdan was President, Chief Executive Officer and a
director of RehabCare Group Inc., a provider of physical therapy, rehabilitation
staffing and other staffing services. Prior to joining RehabCare, Mr. Usdan was
a founder and President and Chief Executive Officer of American Transitional
Care, Inc. from 1987 to 1990. During 1986 and 1987, he was Executive Vice
President and Chief Operating Officer of Rehab Hospital Services Corporation,
the rehabilitation subsidiary of National Medical Enterprises. Mr. Usdan serves
on the advisory boards of Maryville College and the Harvard School of Public
Health. He holds a Bachelor of Arts degree from Harvard College.

Board Recommendation; Vote Required

The Board of Directors recommends a vote FOR the election of each of its
nominees for directors. If a quorum is present, a plurality of the votes cast by
the shares entitled to vote is required for the election of a director.
Abstentions and broker non-votes are counted for purposes of determining whether
a quorum exists but have no effect on the determination of whether a plurality
exists with respect to a given nominee.

Board and Committee Meetings

During 2002, the Board of Directors held five meetings. Except for Mr.
Olkkonen, each incumbent director attended at least 75% of the aggregate of the
total number of meetings held and the total number of meetings held by all
committees of the Board on which he served during the period that he served.

The Compensation Committee of the Board of Directors currently consists of
Messrs. Olkkonen, Pringle and Usdan. Mr. Usdan is the Chairman. The Compensation
Committee met two times in 2002. It reviews executive compensation, makes
recommendations to the full Board regarding changes in compensation and
administers Metro One's stock option plan and employee stock purchase plan.

The Audit Committee of the Board of Directors currently consists of
Messrs. Olkkonen, Pringle and Williams. Mr. Pringle is the Chairman. The Audit
Committee met four times in 2002. It reviews Metro One's annual audited
financial statements and quarterly unaudited financial statements and discusses
certain matters with the independent auditors, including issues relating to
their independence. We believe that each of Messrs. Olkkonen, Pringle and
Williams is "independent" as defined in the current listing standards of the
National Association of Securities Dealers, Inc. The Board of Directors has
adopted a written charter for the Audit Committee.

The Nominating Committee of the Board of Directors selects and recommends
nominees for election as directors of Metro One at the annual meeting. The
Nominating Committee currently consists of Messrs. Olkkonen, Pringle and
Rutherford. Mr. Rutherford is the Chairman. The Nominating Committee met once
during 2002 to consider nominees for director to fill the vacancy created by the
retirement of A. Jean de Grandpre. Roger L. Pringle was nominated by the
Committee and elected by the Board of Directors to fill that vacancy. The Board
of Directors will consider nominees recommended by shareholders if submitted to
the Board in accordance with the procedures specified in Metro One's bylaws. The
bylaws provide that a shareholder seeking to nominate a candidate for election
as a director at a meeting of shareholders must provide notice to Metro One's
secretary of such nomination in writing not less than 60 nor more than 90 days
prior to the meeting, and such notice must provide Metro One with certain
information regarding the nominee.

The Corporate Governance Committee of the Board of Directors oversees the
development and implementation of corporate governance guidelines and related
matters. The Corporate Governance Committee currently consists of Messrs.
Pringle, Rutherford and

Williams. Mr. Pringle is the Chairman. The Board of Directors formed the
Corporate Governance Committee and appointed its current members in 2003.

Director Compensation

Generally, directors who are not employees or Sonera designees receive
$20,000 as an annual fee, $3,000 plus expenses for each meeting attended in
person and $1,000 plus expenses for each Board meeting attended by telephone.
Committee chairpersons and committee members receive $1,000 and $750,
respectively, for each meeting attended. Mr. Rutherford also receives $3,000 per
month for his service as Chairman of the Board. This director compensation
structure was recommended by the Compensation Committee and approved by the
Board and effective in February 2003. Previously, the annual director fee was
$7,500, the Board meeting fees were $2,500 for attendance in person and $500 for
attendance by telephone, the committee meeting fee was $250 for each committee
meeting attended, and the Chairman of the Board received $2,000 per month in
addition to the annual fee.

Generally, directors who are not employees or Sonera designees are granted
non-qualified options to purchase 15,000 shares of common stock at the time of
recruitment and 15,000 shares of common stock in October of each year. On July
31 each year, the non-employee Chairman of the Board is also granted a
non-qualified option to purchase 21,428 shares of common stock. All of these
grants are vested and exercisable at the time of the grant and have exercise
prices equal to the fair market value of our common stock on the date of grant.

Amendment of Articles of Incorporation to Change the
Range of the Number of Authorized Directors
(Proposal II)

At the meeting, you are being asked to approve an amendment to Metro One's
articles of incorporation to change the number of authorized directors to a
range of not less than five nor more than nine. The number of authorized
directors of Metro One is set by its articles of incorporation. Article VIII,
Section A of the articles of incorporation currently provides that the number of
directors shall be not less than three nor more than seven, and within such
limits, the exact number is fixed and increased or decreased by resolution of
the Board of Directors. The amendment, if approved, would provide that the
number of authorized directors shall be not less than five nor more than nine,
and within such limits, the exact number shall be fixed and increased or
decreased by resolution of the Board of Directors. The articles of incorporation
provide that any change in the number of directors be apportioned as nearly as
possible among the classes as to make all classes as nearly equal as possible.

The Sarbanes-Oxley Act of 2002, the related rules of the Securities and
Exchange Commission and the proposed amendments to the rules pertaining to
listing on Nasdaq have significantly changed the governance requirements
applicable to Metro One. These changes will affect, among other things, the
functioning of the Board of Directors and the composition and responsibilities
of various committees of the Board. The proposed amendments pertaining to Nasdaq
listing require that the audit committee be composed of independent directors
and that,

with certain exceptions, the compensation and nominating committees be composed
of independent directors. In addition, certain matters must be approved either
by one of these committees or by a majority of independent directors. The extent
to which the Sonera designees will be considered independent may not be clear
until the rules are finalized. In any event, the Board believes it would be
appropriate to change the range of the authorized number of directors so that
additional independent directors might be elected in the future. This would
minimize the number of independent directors that would be required to serve on
more than one committee and more evenly distribute the responsibilities among
the directors. If the proposed amendment is approved, the Board anticipates that
it will maintain the exact number of directors at seven for the time being. It
will, however, have the ability to increase the exact number and fill any
resulting vacancies without approval of the shareholders, provided that the term
of any director so elected will expire at the next annual meeting of
shareholders.

Board Recommendation; Vote Required

The Board of Directors recommends a vote FOR the amendment to Metro One's
articles of incorporation to change the range of the number of authorized
directors. Article VIII, Section C of the articles of incorporation provides
that the provisions of Article VIII may not be amended unless such action is
approved by the affirmative vote of not less than 75% of the votes then entitled
to be cast for election of directors. Consequently, if a quorum is present, the
affirmative vote of at least 75% of the shares entitled to vote at the annual
meeting is required to approve this proposal. Abstentions and broker non-votes
are counted for purposes of determining whether a quorum exists but are treated
as "no" votes in determining whether the proposal is approved.

Amendment of 1999 Employee Stock Purchase Plan
(Proposal III)

At the meeting, you are being asked to approve an amendment of Metro One's
1999 Employee Stock Purchase Plan (the "ESPP") to increase the number of shares
of common stock initially authorized for purchase under the ESPP by 250,000
shares, from 225,000 to 475,000 shares of common stock. In addition, the
amendment provides that the number of authorized shares automatically increases
on January 1, 2004 and January 1 of each year thereafter until and including
January 1, 2013 (unless the ESPP is terminated earlier in accordance with plan
provisions) by the lesser of (i) 1% of the number of shares of common stock
outstanding on that date, or (ii) a lesser number determined by the Compensation
Committee prior to such January 1; provided, however, that the total number of
shares of common stock available for issuance under the ESPP shall not exceed 3%
of the number of shares of common stock outstanding on that date.

The plan was initially approved by the Board of Directors on December
9,1998 and by the shareholders on June 29, 1999. As of April 1, 2003, a total of
209,186 shares have been purchased by employees under the ESPP leaving 15,814
shares available for future purchase. The purpose of the ESPP is to attract and
retain qualified employees essential to the success of Metro One, and to provide
such persons with an incentive to perform in the best interests of the company.
Because the number of Metro One employees who are eligible participants in the
ESPP has tripled since the ESPP was adopted in 1999, the Board of Directors
believes that it is important that the number of shares available for purchase
under the ESPP be increased to

accommodate the increase in eligible participants and to enhance opportunities
to attract, retain and motivate the best available personnel for the successful
conduct of our business. Consequently, the Board approved and adopted, subject
to shareholder approval, the proposed amendment.

The principal terms and provisions of the ESPP are summarized below. The
summary is not intended to be a complete description of all the terms of the
ESPP. A copy of the ESPP, as amended, will be furnished to any shareholder upon
written request to Metro One's secretary at our corporate offices.

Description and Summary of the Employee Stock Purchase Plan

The ESPP is administered by the Compensation Committee of the Board of
Directors. The Compensation Committee has the power to make and interpret all
rules and regulations it deems necessary to administer the ESPP and has broad
authority to amend the ESPP, subject to certain amendments requiring shareholder
approval.

All regular employees of Metro One and its subsidiaries, including Metro
One officers, are eligible to participate in the ESPP if they: (i) are employed
in a position with regular hours of 20 or more hours a week and (ii) are
employed more than five months in any calendar year. Eligible employees may
elect to contribute from 1% to 10% of their cash compensation during each pay
period. The ESPP provides for two annual six-month offering periods, beginning
on May 1 and November 1 each year. During the offering periods, participants
accumulate funds in an account via payroll deduction. At the end of each
six-month offering period, the purchase price is determined and the accumulated
funds are used to automatically purchase shares of common stock. The purchase
price per share is equal to 85% of the lower of the fair market value of the
common stock (i) on the beginning date of the offering period or (ii) the end of
the offering period. Unless a participant files a withdrawal notice before the
beginning of the next offering period, such participant will automatically be
re-enrolled for the next offering period.

Neither payroll deductions credited to a participant's account nor any
rights with regard to the purchase of shares under the ESPP may be assigned,
transferred, pledged or otherwise disposed of in any way by the participant.
Upon termination of a participant's employment for any reason the payroll
deductions credited to the participant's account will be returned to the
participant. Any remaining balances will be returned to the participant, or his
or her beneficiary. As of April 1, 2003, approximately 5,200 Metro One employees
were eligible to participate in the ESPP.

The ESPP is intended to qualify as an "employee stock purchase plan"
within the meaning of Section 423 of the Internal Revenue Code of 1986, which
provides that no taxable income is recognized by the participant with respect to
shares purchased under the ESPP either at the time of enrollment or at any
purchase date within an offering period.

If a participant disposes of shares purchased pursuant to the ESPP more
than two years from the enrollment date and more than one year from the date on
which the shares were purchased, the participant will recognize ordinary income
equal to the lesser of (i) the excess of the fair market value of the shares at
the time of disposition over the purchase price, or (ii) 15%

of the fair market value of the shares on the enrollment date. Any gain on the
disposition in excess of the amount treated as ordinary income will be capital
gain. Metro One is not entitled to take a deduction for the amount of the
discount in circumstances indicated above.

If a participant disposes of shares purchased pursuant to the ESPP within
two years after the enrollment date or within one year after the purchase date,
the employee will have ordinary income to the extent that the fair market value
of the shares on the date of purchase exceeded the purchase price, even if the
sale price (or fair market value on the date of any other disposition) is less
than the purchase price. If such disposition is a sale, any difference between
the sale price and the fair market value of the shares on the date of purchase
will be capital gain or loss and will be long-term if the shares have been held
for more than one year. Metro One is entitled to a deduction from income equal
to the amount the employee is required to report as ordinary compensation
income.

The federal income tax rules relating to employee stock purchase plans
qualifying under Section 423 of the Internal Revenue Code of 1986 are complex.
Therefore, the foregoing outline is intended to summarize only certain major
federal income tax rules concerning qualified employee stock purchase plans.

Board Recommendation; Vote Required

The Board of Directors recommends you vote FOR the amendment of Metro
One's employee stock purchase plan to increase the number of shares authorized
for purchase. The proposal must be approved by the holders of at least a
majority of the shares of common stock present or represented by proxy at the
Annual Meeting. Abstentions are counted for purposes of determining whether a
quorum exists but are treated as "no" votes in determining whether the proposal
is approved. Broker non-votes are counted for purposes of determining whether a
quorum exists but are not counted and have no effect in determining whether the
proposal is approved.

Ratification of Selection of Independent Auditors
(Proposal IV)

The Audit Committee has recommended to the Board of Directors, and the
Board of Directors has selected, Deloitte & Touche LLP as independent auditors
for the year ending December 31, 2003. Deloitte & Touche LLP has served as our
independent auditors since 1995. It is expected that representatives of Deloitte
& Touche LLP will be present at the meeting, will have the opportunity to make a
statement if they so desire, and will be available to respond to appropriate
questions.

Board Recommendation; Vote Required

The Board has decided to ask the shareholders to ratify the selection and
recommends that the shareholders vote FOR approval, although the selection of
auditors is not required to be submitted to a vote of the shareholders. If a
quorum is present, the proposal will be adopted if the votes cast favoring the
proposal exceed the votes cast opposing the proposal. Abstentions are counted
for purposes of determining whether a quorum exists but

are treated as "no" votes in determining whether the proposal is approved.
Broker non-votes are counted for purposes of determining whether a quorum exists
but are not counted and have no effect in determining whether the proposal is
approved.

Audit Committee Report

As part of its ongoing activities, the Audit Committee has:

o Reviewed and discussed with management Metro One's audited financial
statements for the year ended December 31, 2002;

o Discussed with Metro One's independent auditors the matters required
to be discussed by the Codification of Statements on Auditing
Standards No. 61, "Communications with Audit Committees," as
amended; and

o Received the written disclosures and the letter from Metro One's
independent auditors required by Independence Standards Board
Standard No. 1, "Independence Discussions with Audit Committees,"
and has discussed with such independent auditors their independence.

Based on the review and discussions referred to above, the Audit Committee
recommended to the Board of Directors that the audited annual financial
statements be included in Metro One's Annual Report on Form 10-K for the year
ended December 31, 2002.

The Audit Committee:
Roger L. Pringle, Chairman
Aimo Olkkonen
David A. Williams

Audit Fees

For 2002, the aggregate fees billed by our principal accounting firm,
Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu and their
respective affiliates ("Deloitte & Touche") for professional services rendered
for the audit of our annual financial statements and for the review of the
financial statements included in our quarterly reports totaled approximately
$126,500. We paid approximately $90,000 for these services for 2001.

Audit-Related Fees

We paid Deloitte & Touche approximately $5,300 in fees for assurance and
related services by Deloitte & Touche that were related to the performance of
the audit and review of our financial statements for 2002. We paid no fees for
these services for 2001.

Tax Fees

For 2002, we paid Deloitte & Touche approximately $27,000 in fees related
to tax compliance and tax research services. We paid approximately $6,700 for
these services for 2001.

All Other Fees

We paid no fees to Deloitte & Touche relating to financial information
systems design and implementation for 2001 or 2002. We paid Deloitte & Touche
approximately $1,000 in other non-audit fees for 2002, and we did not pay any
other non-audit fees for 2001. After considering these matters, the Audit
Committee does not believe the rendering of these services to be incompatible
with maintaining the independence of Deloitte & Touche as our principal
accounting firm.

Management

Executive Officers

The following table sets forth certain information with respect to our
executive officers:

Name Age Position With Metro One
---- --- -----------------------

Timothy A. Timmins.......... 46 President, Chief Executive Officer
and Director

Gary E. Henry............... 47 Executive Vice President - Chief
Operating Officer, Secretary

Karen L. Johnson............ 53 Senior Vice President - Corporate
Development

Dale N. Wahl................ 59 Senior Vice President - Chief
Financial Officer

Duane C. Fromhart........... 48 Vice President - Finance

Information concerning Mr. Timmins is set forth under "Election of
Directors - Nominees and Directors." The Board of Directors appoints the
executive officers, who serve at the discretion of the Board.

Gary E. Henry joined Metro One in 1992 and serves as Executive Vice
President - Chief Operating Officer and Secretary. From 1992 to 1999, he served
Metro One in a variety of operational positions. Prior to 1992, he was Senior
Vice President, Corporate Services Director for Imperial Corporation of America,
Inc., a financial institution, with whom he was employed starting in 1985. Mr.
Henry holds a Bachelor of Arts degree in Public Administration from San Diego
State University.

Karen L. Johnson joined Metro One in 1993 and since 1998 has served as
Senior Vice President - Corporate Development. From 1993 to 1998, she served as
Vice President - Controller. From 1989 to 1993, she was the Financial Operations
Manager for Care Medical Equipment, Inc. and Care Ambulance, Inc. Ms. Johnson is
a certified public accountant with a Bachelor of Arts degree from St. Olaf
College and performed post-graduate work in accounting and business
administration at Portland State University.

Dale N. Wahl joined Metro One in August 2000 and serves as Senior Vice
President - Chief Financial Officer. From 1982 to 1998, he held several
executive positions with NIKE, Inc., a shoe and apparel company, in a variety of
areas including finance, administration and general management. From 1975 to
1982, he served as Vice President - Finance for Northwest Marine Iron Works, a
ship repair, electrical and structural steel contractor. Mr. Wahl is a certified
public accountant with a Bachelor of Business Administration degree in
Accounting and a Masters degree in Business Administration from the University
of Oregon.

Duane C. Fromhart joined Metro One in April 2000 and since then has served
as Vice President - Finance. From 1996 to 2000, he served as Vice President and
Controller of Analogy, Inc., a software development company. From 1990 to 1996,
he held various positions, including Manager, in the Audit and Business Advisory
Services division of Arthur Andersen, LLP. Mr. Fromhart is a certified public
accountant with a Bachelor's degree from Pacific Lutheran University and
attended post-graduate studies in business and accounting at Portland State
University.

Executive Compensation

The following table sets forth, for the years indicated, certain summary
information concerning compensation of our chief executive officer and our other
most highly paid executive officers whose total annual salary and bonus exceeded
$100,000 for the year ended December 31, 2002.

Summary Compensation Table

Long-Term
Compensation
------------
Annual Compensation Awards
---------------------------------------------
Securities
Underlying
Name and Principal Position Year Salary Bonus Options (#)
--------------------------------------------------------------------------------

Timothy A. Timmins................ 2002 $200,384 $0 0
President, Chief Executive 2001 $199,231 $921,500 0
Officer and Director 2000 $182,807 $300,000 75,000

Gary E. Henry..................... 2002 $314,020 $600 50,000
Executive Vice President - 2001 $296,918 $100,000 60,000
Chief Operating Officer, 2000 $213,145 $50,000 0
Secretary

Karen L. Johnson.................. 2002 $164,324 $7,500 5,000
Senior Vice President - 2001 $155,627 $2,500 15,000
Corporate Development 2000 $140,171 $5,000 0

Dale N. Wahl...................... 2002 $149,278 $35,000 15,000
Senior Vice President - Chief 2001 $129,244 $244,000 0
Financial Officer 2000 $4,808 $5,000 105,000

Duane C. Fromhart................. 2002 $113,525 $25,000 3,500
Vice President - Finance 2001 $115,502 $30,000 30,000
2000 $60,155 $30,000 30,000

Option Grants

During the year ended December 31, 2002, the following named executive
officers were granted options to purchase common stock pursuant to Metro One's
stock incentive plan.

Option Grants in 2002

Individual Grants Potential Realizable
------------------------------------------------------------------------------------------- Value at Assumed Rates
Number of % of Total of Stock Price
Securities Options/ Appreciation for Option
Underlying Granted to Exercise or Term
Options Employees in Base Price -----------------------
Name Granted(#) (1) Fiscal Year ($/Sh) Expiration Date 5% 10%
-------------------------------------------------------------------------------------------- ---------------------

Gary E. Henry............... 50,000 16.8% $25.50 1/30/2012 $802,079 $2,032,764

Karen L. Johnson............ 5,000 1.7% $25.50 1/30/2012 $ 80,197 $ 203,242

Dale N. Wahl................ 15,000 5.1% $25.50 1/30/2012 $240,552 $ 609,606

Duane C. Fromhart........... 3,500 1.2% $25.50 1/30/2012 $ 56,142 $ 142,283

----------
(1) The options become exercisable in quarterly increments over a four-year
period, subject to early termination in the event of termination of
employment, disability or death.

The following table provides information regarding exercises of options
during 2002 and unexercised options held, as of December 31, 2002, by the named
executive officers.

Option Exercises in 2002 and 2002 Year-End Option Values

Number of Securities Value of
Underlying Unexercised In-the-Money
Unexercised Options Options at
At 2002 Year-End(#) 2002 Year-End (2)
Shares Acquired Value Exercisable/ Exercisable/
Name On Exercise (#) Realized (1) Unexercisable Unexercisable
---------------------------------------------------------------------------------------------------------------------

Timothy A. Timmins......... 0 $0 536,224/18,749 $518,370/$0

Gary E. Henry.............. 0 $0 177,142/72,031 $ 39,674/$0

Karen L. Johnson........... 0 $0 111,135/11,562 $ 57,941/$0

Dale N. Wahl............... 0 $0 60,001/59,999 $ 0/$0

Duane C. Fromhart.......... 15,000 $169,891 19,407/29,093 $ 0/$0

----------
(1) Based on the market value of the underlying securities at the exercise
date, less the exercise price.
(2) Based on the market value of the underlying securities at year-end, less
the exercise price.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table contains information as of December 31, 2002, with respect
to compensation plans under which our equity securities are authorized for
issuance.

Plan Category Number of securities to be Weighted average exercise Number of securities
issued upon exercise of price of outstanding remaining available for
outstanding options, options, warrants and future issuance under
warrants and rights rights equity compensation plans
(excluding securities
reflected in column (a))
(a) (b) (c)
---------- --------- ---------

Equity compensation plans
approved by security holders 2,421,739 $ 13.81 1,370,045
Equity compensation plans
not approved by
security holders -- -- --
---------- ----------
Total 2,421,739 $ 13.81 1,370,045
========== ==========

Compensation Committee Report

Compensation Philosophy. The Compensation Committee of the Board of
Directors, which is responsible for reviewing and evaluating the compensation of
Metro One's executive officers, approves and recommends to the Board of
Directors compensation and award levels for executive officers. With regard to
compensation actions affecting Mr. Timmins, all of the members of the Board of
Directors except for Mr. Timmins act as the approving body.

Metro One's executive compensation program has been designed to:

o Support a pay-for-performance policy that is tied to corporate and
individual performance;

o Motivate executive officers to achieve strategic business
initiatives and reward them for their achievement;

o Provide compensation opportunities which are comparable to those
offered by similarly-sized telecommunications and technology-based
companies; and

o Align the interests of executives with the long-term interests of
shareholders through award opportunities that can result in
ownership of common stock.

The executive compensation program is comprised of a base salary and
long-term incentive opportunities in the form of stock options, along with
benefits offered to all Metro One employees.

Base Salaries. The 2002 base salaries of Metro One's executive officers
were established by the Board of Directors effective January 2002, except for
that of Mr. Timmins, which until December 31, 2002 was established by employment
contract in 1995 (as amended in March 2000) and which currently is established
by employment contract effective January 2003. In approving those salaries, the
Compensation Committee considered information about salaries paid by companies
of comparable size in the telecommunications outsourcing industry, individual
performance, position, and internal comparability considerations. While all of
these factors were considered, the Compensation Committee did not assign
specific weights to any of these factors.

Stock Plans. The long-term, performance-based compensation of executive
officers takes the form of option awards under Metro One's 1994 Stock Incentive
Plan, which is designed to align a significant portion of the executive
compensation program with long-term shareholder interests. The plan permits the
granting of several different types of stock-based awards. The Compensation
Committee believes that equity-based compensation ensures that Metro One's
executive officers have a continuing stake in the long-term success of the
company. All options granted by Metro One have been granted with an exercise
price equal to the market price of its common stock on the date of grant and,
accordingly, will only have value if Metro One's stock price increases. In
granting options under the stock incentive plan, the Compensation Committee
generally takes into account each executive's performance, responsibilities,
relative position and past grants.

Chief Executive Officer Compensation. Metro One originally entered into an
employment agreement with Mr. Timmins in 1995, which agreement was amended in
2000. The agreement and subsequent amendment provided for a base annual
compensation and increases based upon achievement of certain corporate goals and
upon a formula tied to Metro One's profitability. The amendment also provided
for a base salary for Mr. Timmins of $200,000 and an annual bonus based on
increased total net income of Metro One. This agreement expired on December 31,
2002.

In March 2003, and effective as of January 1, 2003, Metro One entered into
a new two-year employment agreement with Mr. Timmins. This agreement provides
for an annual base salary of $180,000, reflecting a 10% voluntary reduction in
the base annual compensation provided for in Mr. Timmins' previous employment
contract, and also provides for discretionary bonuses to be awarded based on
factors determined and approved by the Board of Directors or the Compensation
Committee. In developing its recommendations regarding Mr. Timmins'
compensation, the Committee considered a number of factors, including analyses
of compensation in similarly-sized companies in the telecommunications
outsourcing industry, analyses of compensation levels in similar companies in
Metro One's local geographic area and Metro One's revenue and net income results
over the past several years.

The current employment agreement also provides for payment to Mr. Timmins
of one additional year of base salary in the event of termination of employment
upon death or for reasons other than cause, six months additional base salary
due to disability, or six months additional base salary if for cause. Under the
employment agreement, Mr. Timmins has been

granted certain indemnification rights. In addition, the employment agreement
prevents Mr. Timmins from competing with Metro One or soliciting the employment
of other individuals employed by Metro One during Mr. Timmins' employment and
for a period of one year thereafter. Under the employment agreement, Mr. Timmins
may not disclose Metro One's confidential information to outsiders during
employment and for a period of two years thereafter.

Significant Compensation. As a result of changes to the Internal Revenue
Code adopted in 1993, publicly held corporations generally are not permitted a
federal income tax deduction for compensation to be paid to certain officers to
the extent that such an officer's compensation exceeds $1 million in a taxable
year. An exception may apply to certain performance-based payments that are
approved in advance by a majority vote of the shareholders. The Compensation
Committee has not adopted any formal policy concerning the application of this
limitation when an officer merits compensation in excess of the limitation. The
Compensation Committee will continue to review and monitor the issue.

The Compensation Committee:
James M. Usdan, Chairman
Aimo Olkkonen
Roger L. Pringle

Principal Shareholders

The following table shows certain information regarding the ownership of
our common stock as of April 2, 2003 by the following:

o Each person we know to beneficially own more than 5% of the
outstanding shares of our common stock;

o Each director;

o Each named executive officer; and

o All directors and named executive officers as a group.

Shares
Beneficially Percent
Named Executive Officers, Directors and 5% Shareholders Owned (1) of Class (1)
------------------------------------------------------- --------- ------------

TeliaSonera AB
Marbackagatan 11 6,000,000(2) 24.3%
S-123 86 Farsta, Sweden

Cannell Capital Management 3,307,800(3) 13.4%
150 California Street
San Francisco, CA 94111

Fidelity Management & Research Company 2,701,985(4) 10.9%
82 Devonshire Street
Boston, Massachusetts 01209

Timothy A. Timmins 556,253 2.3%

William D. Rutherford 266,709 1.1%

David Williams 180,001 *

James M. Usdan 105,450 *

Gary E. Henry 194,747 *

Karen L. Johnson 113,311 *

Dale N. Wahl 76,846 *

Duane C. Fromhart 26,771 *

Aimo Olkkonen 0(5) *

Roger L. Pringle 15,000 *

Helena Mattila 0(5) *

All directors and executive 1,535,088 6.2%
officers as a group (11 persons)

----------
* Less than one percent

(1) For purposes of this table, beneficial ownership is determined in
accordance with the rules of the Securities and Exchange Commission and
includes voting power and investment power with respect to shares. We
believe that, except as indicated in the other footnotes to this table,
the persons listed above have sole investment and voting power with
respect to their shares of common stock. Applicable percentage ownership
in the table is based on 24,682,318 shares of common stock outstanding as
of April 2, 2003. Shares issuable upon the exercise of outstanding stock
options that are currently exercisable or become exercisable within 60
days of April 2, 2003 are considered outstanding for purposes of
calculating the percentage owned by a person, but not for purposes of
calculating the percentage owned by any other person. The numbers of
shares that are issuable upon the exercise of options that are currently
exercisable or exercisable within 60 days are as follows: Timothy Timmins
- 544,037; William Rutherford - 199,281; James Usdan - 105,000; Roger
Pringle - 15,000; Gary Henry - 190,970; Karen Johnson - 113,011; David
Williams - 60,000; Dale Wahl - 75,470; Duane Fromhart - 25,627; Roger
Pringle - 15,000.

(2) Based solely on information provided in a Schedule 13D/A, filed with the
Securities and Exchange Commission on December 19, 2002. The shares are
held in the name of Sonera Holding, B.V., a Netherlands corporation and
wholly owned subsidiary of TeliaSonera AB.

(3) Based on information provided in a Schedule 13G/A, filed with the
Securities and Exchange Commission on February 14, 2003. As the managing
member of Cannell Capital Management, J. Carlo Cannell is the indirect
beneficial owner of the 3,307,800 shares held by Cannell Capital
Management. One of the investment companies, Tonga Partners, L.P., is the
beneficial owner of 1,440,100 shares, or approximately 5.8% of Metro One's
outstanding common stock.

(4) Based solely on information provided in a Schedule 13G, filed with the
Securities and Exchange Commission on February 13, 2003. Fidelity is a
wholly-owned subsidiary of FMR Corp. and is a registered investment
advisor acting for various investment companies who have the right to
receive dividends or proceeds from the sale of the shares held. One of the
investment companies, Fidelity Low Priced Stock Fund, is the beneficial
owner of 2,451,985 shares, or approximately 9.9% of Metro One's
outstanding common stock.

(5) Aimo Olkkonen and Helena Mattila are affiliated with TeliaSonera AB and
are Sonera Holding B.V.'s designees to Metro One's Board of Directors
pursuant to an Investment Agreement dated as of February 2, 2001 between
Metro One and Sonera Media Holding B.V., which transferred its ownership
to Sonera Holding B.V. in August 2002. In December 2002, Telia AB (now
TeliaSonera AB) acquired 95% of the outstanding capital stock of Sonera
Corporation, the parent corporation of Sonera Holding B.V. Mr. Olkkonen
has expressly disclaimed any beneficial ownership in the shares held by
TeliaSonera AB through Sonera Holding B.V.

Performance Graph

The following graph compares the cumulative total shareholder return on
our common stock for the five-year period beginning December 31, 1997, and
ending December 31, 2002, as compared with the cumulative total return on the
Russell 2000 Index and our SIC Code Index (SIC Code 4899 - Communications
Services). We believe that our SIC Group Index provides a broad, appropriate and
indicative representation of our cumulative shareholder return

This graph assumes an investment of $100 on December 31, 1997 in each of
our common stock, the Russell 2000 Index and our SIC Group Index, and assumes
reinvestment of dividends, if any. The stock price performance shown on the
graph below is not necessarily indicative of future stock price performance.

[PERFORMANCE GRAPH OMITTED]

Representation Of Data Points Used In The Performance Graph

Metro One Russell 2000 SIC Code
------------------------------------------------------
12/31/97 100.00 100.00 100.00
12/31/98 158.21 97.20 88.69
12/31/99 155.22 116.24 124.93
12/31/00 298.51 111.22 63.94
12/31/01 541.52 112.36 26.95
12/31/02 115.47 88.11 11.01

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our
directors and executive officers, and persons who own more than 10% of our
common stock, to file with the Securities and Exchange Commission reports of
ownership and changes in ownership of our common stock and to furnish us with
copies of all Section 16(a) forms they file. To our knowledge, based solely on
review of the copies of such reports furnished to us, we believe that, with the
following exception, during fiscal 2002 our directors, executive officers and
greater than 10% shareholders complied with all applicable Section 16(a) filing
requirements. A Form 4 report that was due by February 10, 2002 for David
Williams, a director, was not filed with the Commission until May 17, 2002.

Other Business

The Board of Directors does not know of any matters other than those
described in the notice of annual meeting that are to come before the meeting.
If any other matters are properly brought before the meeting or any adjournments
or postponements of the meeting, the persons named in the proxy will vote the
shares represented by such proxy upon such matters in accordance with their best
judgment.

Shareholder Proposals
For 2004 Annual Meeting of Shareholders

Under Metro One's bylaws, nominations for election to the Metro One Board
of Directors and proposals for other business to be transacted by the Metro One
shareholders at an annual meeting of shareholders may be made by a shareholder
(as distinct from Metro One) only if the shareholder is entitled to vote at the
meeting and has given Metro One's secretary timely written notice that complies
with the notice requirements of our bylaws. In addition, business other than a
nomination for election to the Board must be a proper matter for action under
Oregon law and Metro One's articles of incorporation and bylaws. Among other
requirements, the written notice must be delivered to Metro One's secretary at
Metro One's principal executive offices by not less than 60 days and not more
than 90 days prior to the date of the annual meeting. However, if less than 60
days' notice or prior public disclosure of the date of the scheduled annual
meeting is given or made, the notice, to be timely, must be so delivered by the
close of business on the 10th day following the earlier of the day on which
notice of the date of the scheduled annual meeting was mailed or the day on
which such public disclosure was made.

Separate and apart from the required notice described in the preceding
paragraph, rules promulgated by the Securities and Exchange Commission under the
Securities Exchange Act entitle a shareholder in certain instances to require
Metro One to include that shareholder's proposal (but not that shareholder's
nominees for director) in the proxy materials distributed by Metro One for its
next annual meeting of shareholders. Any shareholder of Metro One who wishes to
present a proposal for inclusion in Metro One's proxy solicitation materials for
the 2004 annual meeting must set forth the proposal in writing, file it with
Metro One's secretary on or before December 26, 2003, and meet the other
requirements for inclusion contained in the Securities and Exchange Commission's
shareholder proposal rules.

Cost of Solicitation

We will bear the cost of soliciting proxies. In addition to use of the
mail, proxies may be solicited personally or by telephone by our directors,
officers and employees, who will not be additionally compensated for these
activities. Solicitation may be made personally, or by mail, facsimile,
telephone, telegraph or messenger. We will also request persons, firms and
companies holding shares in their names or in the name of their nominees, which
are beneficially owned by others, to send proxy materials to and obtain proxies
from these beneficial owners. We will reimburse these persons for their
reasonable expenses incurred in that process.

Additional Information

A copy of our annual report to shareholders for the fiscal year ended
December 31, 2002 accompanies this proxy statement. We are required to file an
annual report on Form 10-K for our fiscal year ended December 31, 2002 with the
Securities and Exchange Commission. The Commission maintains a web site,
www.sec.gov, which contains reports, proxy statements, and certain other
information filed electronically by us with the Commission. Shareholders may
obtain, free of charge, a copy of the Form 10-K, without exhibits, by writing to
Investor Relations, Metro One Telecommunications, Inc., 11200 Murray Scholls
Place, Beaverton, Oregon 97007 or visiting our web site at www.metro1.com.

[METRO ONE LOGO]
MELLON SHAREHOLDER SERVICES
ATTN: LISA PORTER
520 PIKE ST., SUITE 1220
SEATTLE, WA 98101

VOTE BY INTERNET - www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic
delivery of information up until 11:59 P.M. Eastern Time the day before the
cut-off date or meeting date. Have your proxy card in hand when you access the
web site. You will be prompted to enter your 12-digit Control Number which is
located below to obtain your records and to create an electronic voting
instruction form.

VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59
P.M. Eastern Time the day before the cut-off date or meeting date. Have your
proxy card in hand when you call. You will be prompted to enter your 12-digit
Control Number which is located below and then follow the simple instructions
the Vote Voice provides you.

VOTE BY MAIL
Mark, sign, and date your proxy card and return it in the postage-paid envelope
we have provided or return it to Metro One Telecommunications, Inc., c/o ADP, 51
Mercedes Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

METRO1 KEEP THIS PORTION FOR YOUR RECORDS
--------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

--------------------------------------------------------------------------------
METRO ONE TELECOMMUNICATIONS, INC.

I. Election of directors of the Company.
Class I Director Class III Director
01) Roger L. Pringle 04) Helena Mattila

Class II Directors
02) Aimo Olkkonen
03) David A. Williams

For All Withhold All For All Except To withhold authority to vote, mark "For All
Except" and write the nominee's number on
the line below.

[ ] [ ] [ ] ------------------------------------

Vote On Proposals For Against Abstain

II. To approve an amendment of Metro One's articles of incorporation
to change the range of the number of authorized directors. [ ] [ ] [ ]

III. To approve an amendment of the 1999 Employee Stock Purchase Plan to
increase the number of shares of common stock authorized
for purchase. [ ] [ ] [ ]

IV. To ratify the selection of Deloitte & Touche LLP as independent
auditors of Metro One for the year ending December 31, 2002. [ ] [ ] [ ]

IV. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting or
any adjournments thereof. [ ] [ ] [ ]

Please sign below exactly as your name appears on this Proxy Form. If shares are
registered in more than one name, all such persons should sign. A corporation
should sign in its full corporate name by a duly authorized officer, stating
his/her title. Trustees, guardians, executors and administrators should sign in
their official capacity, giving their full title as such. If a partnership,
please sign in the partnership name by authorized person(s).

If you receive more than one Proxy Form, please sign and return all such cards
in the accompanying envelope.
Yes No
Please indicate if you plan to attend the meeting. [ ] [ ]

Please sign, date and return this Proxy Form today in the enclosed,
pre-addressed envelope, which requires no postage, if mailed in the U.S.A.

------------------------------------------- -------------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

--------------------------------------------------------------------------------

Metro One Telecommunications, Inc.
Proxy Form
Annual Meeting of Shareholders
May 28, 2003

This Proxy is Solicited On Behalf of the
Board of Directors of Metro One Telecommunications, Inc.

The undersigned shareholder of record of Metro One Telecommunications, Inc., an
Oregon corporation (the "Company"), hereby appoints Timothy A. Timmins and
William D. Rutherford, or either of them (the "Proxies"), with full power of
substitution, as proxies to cast all votes which the undersigned shareholder is
entitled to cast at the Annual Meeting of Shareholders to be held at 3:30 p.m.
on May 28, 2003, at Metro One Telecommunications, Inc., 11200 Murray Scholls
Place, Beaverton, Oregon, 97007, or any adjournments or postponements thereof
upon the matters listed herein, and in their discretion, upon such other matters
as may properly come before the meeting.

This Proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder. Unless direction is given, this proxy will be
voted "FOR" the election of each of the nominees listed in Proposal I as
directors of Metro One, "FOR" the approval of an amendment of Metro One's
articles of incorporation to change the range of the number of authorized
directors as set forth in Proposal II, "FOR" the approval of an amendment of the
1999 Stock Purchase Plan as presented in Proposal III, "FOR" the ratification of
the selection of the independent auditors of Metro One as set forth in Proposal
IV, and in accordance with the discretion of the Proxies as to other matters.
The undersigned hereby acknowledges receipt of Metro One's Notice of Annual
Meeting and Proxy Statement dated April 25, 2003 and hereby revokes any proxy or
proxies previously given.