Citycon Oyj's Board of Directors' proposals to the AGM
The Board of Directors of Citycon Oyj hereby convenes the company's shareholders
to the Annual General Meeting (AGM) to be held at Finlandia Hall, Helsinki,
Finland on 11 March 2010 starting at 2.00 p.m. The Board of Directors makes the
following proposals to the AGM:
- dividend proposal of EUR 0.04 per share and equity return proposal of EUR
0.10 per share,
- proposal to amend Article 11 of the Articles of Association,
- authorisation to acquire a maximum of 20 million own shares and
- authorisation to issue a maximum of 150 million new shares.
1. Dividend proposal as well as proposal for the distribution of assets from the
invested unrestricted equity fund
The Board of Directors proposes that for the financial year 2009, a per-share
dividend of EUR 0.04 be paid out from the retained earnings and EUR 0.10 per
share be returned from the invested unrestricted equity fund. The dividend and
the equity return will be paid to a shareholder registered in the company's
register of shareholders maintained by Euroclear Finland Ltd on the record date
for dividend payment and equity return on 16 March 2010. The Board of Directors
proposes that the dividend and equity return be paid on 7 April 2010.
2. Proposal by the Board of Directors to amend Article 11 of the Articles of
Association
The Board of Directors proposes that Article 11 of the Articles of Association
be amended in respect of the publication of the notice to a general meeting in
such a manner that the notice is published only on the corporate website
(previously also in a newspaper) and in respect of the time of the publication
in such a way that the notice is published at the earliest two months and no
later than three weeks before the meeting, however, at least nine days before
the record date of the meeting.
3. Authorising the Board of Directors to decide on the acquisition of the
company's own shares
The Board of Directors proposes that the Annual General Meeting would resolve on
authorising the Board of Directors to decide on the acquisition of a maximum of
20,000,000 own shares.
The shares shall be acquired otherwise than in proportion to the holdings of the
shareholders through public trading on the NASDAQ OMX Helsinki Ltd ("Stock
Exchange") at the market price prevailing at the time of the acquisition by
using unrestricted equity. The shares shall be acquired and paid for in
accordance with the rules of the Stock Exchange and Euroclear Finland Ltd.
The shares can be acquired to improve the company's capital structure or to be
used in financing or implementation of potential acquisitions or other corporate
transactions or as part of the company's incentive plan. The company may hold,
convey or cancel the shares for said purposes.
The Board of Directors shall decide on other terms and conditions related to the
acquisition of own shares. The acquisition authorisation is proposed to be valid
until the next Annual General Meeting.
4. Authorising the Board of Directors to decide on the issuance of shares as
well as the issuance of option rights and other special rights entitling to
shares
The Board of Directors proposes that the Annual General Meeting would resolve on
authorising the Board Directors to decide on issuing of new shares and/or
conveying of own shares held by the company as well as issuance of option rights
and other special rights referred to in Chapter 10, Section 1 of the Finnish
Limited Liability Companies Act.
The proposed authorisation entitles the Board of Directors to issue and/or
convey a maximum of 150,000,000 shares by one or several decisions. Shares
potentially issued by virtue of the option and/or other special rights are
included in the aforesaid maximum number of shares.
By virtue of the authorisation, the Board of Directors also has the right to
grant option rights, and/or other special rights referred to in Chapter 10,
Section 1 of the Finnish Limited Liability Companies Act, which entitle their
holder to receive new shares or the company's own shares against payment so that
the price payable for the shares is paid in cash or by using the subscriber's
receivable for setting off the subscription price.
The new shares may be issued and/or the own shares held by the company conveyed
to the company's shareholders in proportion to their current holding or by means
of a directed share issue, waiving the pre-emptive subscription rights of the
shareholders, if there is a weighty financial reason for the company to do so,
such as, the use of the shares for improvement of the company's capital
structure, financing or implementation of potential acquisitions or other
corporate transactions or, as a part of the company's incentive plan, or for
such another reason.
The Board of Directors may also decide on a free share issue to the company
itself.
The new shares may be issued and/or the own shares held by the company conveyed
either against payment or for free. The directed share issue can be for free
only if there is an especially weighty financial reason for the company to do
so, taking the interests of all shareholders into account.
The Board of Directors is authorised to decide on any other matters related to
the share issues. The share issue authorisation shall be valid for a period of
5 years and it revokes the share issue authorisation given by the Annual General
Meeting on 13 March 2007.
Notice of the general meeting will be published in Helsingin Sanomat and on the
corporate website at www.citycon.com/agm2010 on 16 February 2010. Citycon Oyj's
Financial Statements and related documents and the aforementioned proposals by
the Board of Directors in their entirety are available on said website as of the
same date.
Amsterdam, 9 February 2010
CITYCON OYJ
Board of Directors
For further information, please contact:
Petri Olkinuora, CEO
Tel. +358 20 766 4401 or mobile +358 400 333 256
petri.olkinuora@citycon.fi
Distribution:
NASDAQ OMX Helsinki
Major media
www.citycon.com
[HUG#1382750]