Annual General Meeting 2018

Resolutions of Citycon Oyj's Annual General Meeting

Citycon Oyj's Annual General Meeting (AGM) took place in Helsinki, Finland, on 20 March 2018. The General Meeting approved all the proposals of the Board of Directors to the General Meeting. 

Based on this authorization, the maximum amount of dividend to be distributed shall not exceed EUR 0.01 per share and the maximum amount of equity repayment distributed from the invested unrestricted equity fund shall not exceed EUR 0.12 per share.

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 dividend and/or equity repayment four times during the period of validity of the authorization. In this case, the Board of Directors will make separate resolutions on each distribution of the dividend and/or equity repayment so that the preliminary record and payment dates will be as stated below. Citycon shall make separate announcements of such Board resolutions.

The dividend and/or 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 dividend and/or equity repayment.

Members of the Board of Directors and their remuneration

The number of members of the Board of Directors was resolved to be nine. Chaim Katzman, Bernd Knobloch, Arnold de Haan, Kirsi Komi, David Lukes, Andrea Orlandi, Per-Anders Ovin and Ariella Zochovitzky were re-elected to the Board of Directors and Ofer Stark was elected as new member to the Board of Directors for a term that will continue until the close of the next AGM. The Directors’ personal details are available on the company’s website at www.citycon.com/board.

The General Meeting decided that the Chairman of the Board of Directors be 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 with authorised public accountant (APA) Mikko Rytilahti as the auditor with principal responsibility. The audit fee shall be paid in accordance with the auditor’s invoice approved by the company.

Amendmends to the Articles of Association

The Annual General Meeting decided to amend the Articles of Association, and especially Articles 2, 4, 8, 9 and 11 of the Articles of Association in the manner described below.

Article 2 of the Articles of Association amended to read as follows:

2 § The Company is engaged in buying, selling, owning and managing real estate, buildings, premises or any parts thereof as well as shares and interests in companies entitling to the above-mentioned. The Company is also engaged in leasing and developing of real estate, buildings and premises as well as providing management and management related services for real estate, buildings and premises. The Company can also engage in other operations related to the business operations specified in this section.

Amendments to Articles 8 and 9 of the Articles of Association:

8 § The General Meeting shall elect one (1) auditor to examine the administration and accounts of the Company. The auditor shall be an authorized audit firm.

9 § The Company’s Annual General Meeting shall be held annually within six (6) months of the expiration of the financial period on a date determined by the Board of Directors.

In addition, the following additions to Articles 4 and 11 of the Articles of Association:

4 § Such Committees prepare designated items for the Board of Directors and resolve on operative matters as may be instructed by the Board of Directors from time to time.

11 § The General Meetings may be held, in addition to the Company’s domicile Helsinki, in Espoo (Finland), Stockholm (Sweden), Oslo (Norway) or Copenhagen (Denmark) as may be resolved by the Board of Directors.

Authorising 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 authorised 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 Finnish Companies Act by one or several decisions as follows:

The amount of shares to be issued shall not exceed 85 million shares, which corresponds to approximately 9.55 percent of all the current 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 authorisation 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 authorisation is valid until the close of next AGM, however, no longer than until 30 June 2019.

Authorising 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 authorised the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of the company's own shares in one or several tranches as follows:

The amount of own shares to be repurchased and/or accepted as pledge shall not exceed 50 million shares, which corresponds to approximately 5.61 per cent of all the current shares in the company. Only the unrestricted equity of the company can be used to repurchase own shares on the basis of the authorisation.

Own shares can be repurchased at a price formed in public trading on the date of the repurchase or otherwise at a price formed on the market.

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 authorisation is valid until the close of next AGM, however, no longer than until 30 June 2019.

Video recording of the CEO's Review