Citycon Oyj’s Extraordinary General Meeting (EGM) took place in Helsinki, Finland, today. In order to implement the transaction described in the company’s stock exchange release published on 13 May 2014, the EGM decided, as proposed by the Board of Directors, to authorize the Board of Directors to decide on the issuance of shares for the purposes of the directed share issue (the “Directed Share Issue”) and the rights issue (the “Rights Issue”) and, as proposed by the Board of Directors’ Nomination and Remuneration Committee, to elect two new Board members of the company conditional upon the completion of the Directed Share Issue, all as further set out below. Further, as proposed by the Board of Directors, the EGM decided to authorize the Board of Directors to decide on the issuance of shares as well as the issuance of special rights giving title to shares.
Authorizing the Board of Directors to decide on the Directed Share Issue
The General Meeting decided, in accordance with the proposal of the Board of Directors, that the Board of Directors be authorized to decide on the issuance of new shares in deviation from the shareholders’ pre-emptive rights by way of a directed issue, provided that the company has a weighty financial reason to do so. The issue shall be directed to CPP Investment Board European Holdings S.à r.l (“CPPIBEH”), a wholly owned subsidiary of Canada Pension Plan Investment Board, an investment management organization investing the funds of the Canada Pension Plan. The number of shares to be issued in the Directed Share Issue shall not exceed 77,874,355 shares, which corresponds to approximately 17.6 percent of all the current shares in the company. The Board of Directors decides on all other conditions of the Directed Share Issue. The authorization is valid until 31 December 2014.
Authorizing the Board of Directors to decide on the Rights Issue
The General Meeting decided, in accordance with the proposal of the Board of Directors, that the Board of Directors be authorized to decide on the issuance of new shares by way of a rights issue as follows.
The number of shares to be issued in the Rights Issue shall not exceed 74,166,052 shares, which corresponds to approximately 16.8 percent of all the current shares in the company. The Rights Issue will be carried out in accordance with the shareholders' pre-emptive rights, i.e. the new shares will be offered for subscription by the shareholders of the company in proportion to their shareholding in the company. The Board of Directors decides on all other conditions of the Rights Issue, including the allocation of the new shares in any possible secondary subscription. The authorization is valid until 31 December 2014.
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 decided, in accordance with the proposal of the Board of Directors, that the Board of Directors be authorized to decide on the issuance of shares as well as the issuance of special rights giving title to shares referred to in Chapter 10 Section 1 of the Finnish Limited Liability Companies Act by one or several decisions as follows. The number of shares to be issued shall not exceed 10,000,000 shares, which corresponds to approximately 2.26 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 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 giving title to shares may be carried out in deviation from the shareholders' pre-emptive rights by way of a directed issue. The authorization replaced the generic authorization of the Board of Directors to decide on the issuance of shares as well as the issuance of special rights entitling to shares resolved upon by the Annual General Meeting on 19 March 2014. The authorization is valid until the close of next Annual General Meeting, however, no longer than until 30 June 2015.
Election of Members of the Board of Directors
The General Meeting decided, in accordance with the proposal of the Board of Directors’ Nomination and Remuneration Committee, that, conditional upon the completion of the Directed Share Issue, Andrea Orlandi and Arnold de Haan be elected new members of the Board of Directors, both of them for a term that will start on the date on which the shares issued in the Directed Share Issue are registered in the Trade Register, i.e. on or about 10 June 2014, and continue until the close of the next Annual General Meeting.
Mr. Andrea Orlandi has notified the company that he will not accept any annual fees or meeting fees payable by the company.
Minutes of the Extraordinary General Meeting will be available on the corporate website at www.citycon.com/egm2014 on 20 June 2014 at the latest.
The organizing meeting of the Board of Directors, to decide on the compositions of the Board of Directors’ Committees after the commencement of the term of new members of the Board of Directors, will be held later.
Helsinki 6.6.2014
CITYCON OYJ
Marcel Kokkeel
CEO
For further information, please contact:
Marcel Kokkeel, CEO
Tel. +358 20 766 4521 or +358 40 154 6760
marcel.kokkeel@citycon.com
Eero Sihvonen, Executive Vice President and CFO
Tel. +358 20 766 4459 or +358 50 557 9137
eero.sihvonen@citycon.com
Distribution:
NASDAQ OMX Helsinki
Major Media
www.citycon.com