Citycon Oyj’s Annual General Meeting took place in Espoo, Finland, 22 March 2022. In order to prevent the spread of the COVID-19 pandemic, the Annual General Meeting was held without shareholders’ and their proxy representatives’ presence at the venue of the meeting. The shareholders of the company participated in the meeting and exercised their shareholder’s rights by voting in advance. The General Meeting approved all the proposals made by the Board of Directors to the General Meeting.
The General Meeting adopted the company’s financial statements and discharged the members of the Board of Directors and the Chief Executive Officer from liability for the financial year 2021. The General Meeting decided that no dividend is distributed by a resolution of the Annual General Meeting and authorized the Board of Directors to decide in its discretion on the distribution of assets from the invested unrestricted equity fund as follows:
Based on the authorization, the maximum total amount of equity repayment distributed from the invested unrestricted equity fund shall not exceed EUR 0.50 per share. Based on the current total number of issued shares in the company, the authorization would equal to a maximum of EUR 84,004,470 in equity repayment.
The authorization is valid until the opening of the next Annual General Meeting.
Unless the Board of Directors decides otherwise for a justified reason, the authorization will be used to distribute equity repayment four times during the period of validity of the authorization. The Board of Directors will make separate resolutions on each distribution of the equity repayment so that the preliminary record and payment dates for the equity repayment will be as set out below. The company shall make separate announcements of each such Board resolution.
Preliminary payment date Preliminary record date
31 March 2022 24 March 2022
30 June 2022 23 June 2022
30 September 2022 23 September 2022
30 December 2022 15 December 2022
The equity repayment based on the resolution of the Board of Directors will be paid to a shareholder registered in the company’s shareholders’ register maintained by Euroclear Finland Ltd on the record date of the equity repayment.
Remuneration Report for Governing Bodies
The Annual General Meeting decided to adopt the Remuneration Report for the governing bodies.
Members of the Board of Directors and their remuneration
The number of members of the Board of Directors was resolved to be eight. Chaim Katzman, Yehuda (Judah) L. Angster, F. Scott Ball, Zvi Gordon, Alexandre (Sandy) Koifman, David Lukes, Per-Anders Ovin and Ljudmila Popova were re-elected to the Board of Directors for a term that will continue until the close of the next Annual General Meeting. The Directors’ personal details are available on the company’s website at citycon.com/agm2022.
The General Meeting decided that the Chairman of the Board of Directors is paid an annual fee of EUR 160,000, the Deputy Chairmen EUR 70,000 and the ordinary members of the Board EUR 50,000. The Chairmen of the Board of Directors’ Committees would be paid an additional annual fee of EUR 5,000.
In addition, the Chairmen of the meetings of the Board’s Committees shall be paid a meeting fee of EUR 800 and other Board and Committee members EUR 600 per meeting, with the exception of the Chairman of the Board, who shall be paid no meeting fees.
The members of the Board of Directors shall be compensated accrued travel and lodging expenses as well as other potential costs related to Board and Committee work.
Auditor
Ernst & Young Oy, a firm of authorized public accountants, was re-elected as the auditor of the company. Ernst & Young Oy has announced that authorized public accountant (APA) Antti Suominen acts as the auditor with principal responsibility. The audit fee shall be paid in accordance with the auditor’s invoice approved by the company.
Authorizing the Board of Directors to Decide on the Issuance of Shares as well as the Issuance of Special Rights Entitling to Shares
The General Meeting authorized the Board of Directors to decide on the issuance of shares as well as the issuance of special rights entitling to shares referred to in Chapter 10 Section 1 of the Companies Act by one or several decisions in the manner described below.
The number of shares to be issued shall not exceed 16 million shares, which would correspond to approximately 9.52 percent of all registered shares in the company. Shares potentially issued by virtue of the special rights entitling to shares are included in the aforesaid maximum number of shares.
The Board of Directors decides on all the conditions of the issuance of shares and special rights entitling to shares. The authorization concerns both the issuance of new shares as well as the transfer of own shares held by the company. The issuance of shares and special rights entitling to shares may be carried out in deviation from the shareholders' pre-emptive rights by way of a directed issue.
The authorization is valid until the close of the next Annual General Meeting, however, no longer than 30 June 2023, and it revokes all earlier share issue authorizations as well as authorizations to issue special rights entitling to shares.
Authorizing the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of the company’s own shares
The General Meeting authorized the Board of Directors to decide on the repurchase and/or on the acceptance of the company's own shares as pledge in one or several tranches as follows.
The number of own shares to be repurchased and/or accepted as pledge shall not exceed 30 million shares, which would correspond to approximately 17,86 percent of all registered shares in the company. Only the unrestricted equity of the company can be used to repurchase own shares on the basis of the authorization.
Own shares can be repurchased at a price formed in public trading on the date of the repurchase or otherwise at a market-based price.
Share repurchases remain a potential capital distribution method, along with other investments, for the company to distribute capital to enhance value for all shareholders.
The Board of Directors decides how own shares will be repurchased and/or accepted as pledge. Own shares can be repurchased for instance by using derivatives. Own shares can be repurchased otherwise than in proportion to the shareholdings of the shareholders (directed repurchase).
The authorization is valid until the close of next Annual General Meeting, however, no longer than until 30 June 2023, and it revokes all earlier authorizations to repurchase and/or accept as pledge the company’s owns shares.