Notice of the Annual General Meeting
The shareholders of Citycon Oyj are hereby invited to the Annual General Meeting
to be held on Thursday, 11 March 2010 at 2:00 p.m. at Finlandia Hall,
Mannerheimintie 13e, Helsinki, Finland (entrance through doors M3 and K3). The
reception of preregistered participants and the distribution of voting tickets
will commence at 1:00 p.m.
A.Matters on the agenda of the general meeting and their discussion order
1. Opening of the meeting
2. Coming to order
3. Election of minutes-checker and supervisors of vote-counting
4. Recording the legality of the meeting
5. Recording the attendance and adopting the list of votes
6. Presentation of the financial statements and the report of the Board of
Directors for the year 2009
- Review by the CEO
7. Presentation of the auditor's report
8. Adoption of the financial statements
9. Resolution on the use of the profit shown on the balance sheet and the
payment of dividend as well as resolution on 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.
10. Resolution on the discharge of the members of the Board of Directors and the
CEO from liability
11. Resolution on the remuneration of members of the Board of Directors
The Board of Directors' Nomination Committee proposes that the remuneration of
the members of the Board of Directors remain unchanged and that the Chairman of
the Board of Directors be paid an annual fee of EUR 160,000, the Deputy Chairman
EUR 60,000 and ordinary members of the Board EUR 40,000. In addition, the
Nomination Committee proposes that the Chairman of the Board and the Chairmen of
the Board's committees be paid a meeting fee of EUR 700 and the other Board and
committee members EUR 500 per meeting. It is further proposed that members of
the Board of Directors not residing in the Helsinki Metropolitan Area be
compensated accrued travel and lodging expenses as well as other potential costs
related to Board work.
12. Resolution on the number of members of the Board of Directors
The Board of Directors' Nomination Committee proposes that the number of Board
members be resolved at nine.
13. Election of members of the Board of Directors
The Board of Directors' Nomination Committee proposes that all current members
of the Board of Directors be re-elected to the Board for a term that will
continue until the closing of the next Annual General Meeting: Mr Ronen
Ashkenazi, Mr Gideon Bolotowsky, Mr Raimo Korpinen, Mr Tuomo Lähdesmäki, Mr
Claes Ottosson, Mr Dor J. Segal, Mr Thomas W. Wernink, Mr Per-Håkan Westin and
Mrs Ariella Zochovitzky. Said candidates have given their consent to the
election. Personal details of the candidates are available on the corporate
website at www.citycon.com/Board.
14. Resolution on the remuneration of the auditor
The Board of Directors' Audit Committee proposes that the audit fee be paid
according to the auditor's invoice.
15. Election of auditor
The Board of Directors' Audit Committee proposes that the company's current
auditor, Ernst & Young Oy, a firm of authorised public accountants, be
re-elected as the auditor of the company.
16. Proposal by the Board of Directors to amend Article 11 of the Articles of
Association
The Board of Directors proposes that the Annual General Meeting would resolve to
amend Article 11 of the Articles of Association 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.
17. 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.
18. 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 of 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.
19. Closing of the meeting
B.Documents of the general meeting
Citycon Oyj's financial statements, the report of the Board of Directors and the
auditor's report as well as the proposals of the Board of Directors and its
Committees on the agenda of the Annual General Meeting, and this notice are
available on the corporate website www.citycon.com/agm2010. Said documents will
also be available at the venue of the meeting, and copies of them and of this
notice will be sent to a shareholder upon request. Minutes of the Annual General
Meeting will be available on the aforementioned website as of 25 March 2010 at
the latest.
C. Instructions for the participants in the general meeting
1. The right to participate and preregistration
Each shareholder, who is registered in the company's register of shareholders,
maintained by Euroclear Finland Ltd, on Monday, 1 March 2010, has the right to
participate in the general meeting. A shareholder, whose shares are registered
on his/her personal Finnish book-entry account, is registered in the company's
register of shareholders.
A shareholder, who wants to participate in the general meeting, shall
preregister for the meeting by giving a prior notice of participation not later
than 8 March 2010 at 4:00 p.m. Such notice can be given by either
* filling in a preregistration form on the corporate website
www.citycon.com/preregistration,
* e-mail to legal@citycon.fi,
* telephone +358 20 766 4400,
* telefax +358 20 766 4499 or
* mail addressed to Citycon Oyj, AGM, Pohjoisesplanadi 35 AB, FI-00100
Helsinki, Finland.
In connection with the registration, a shareholder shall notify his/her name,
date of birth, telephone number as well as the name of a possible assistant or
proxy representative. The personal data given to Citycon Oyj is used only in
connection with the general meeting and with the processing of related
registrations.
Pursuant to Chapter 5, Section 25 of the Finnish Limited Liability Companies
Act, a shareholder who is present at the general meeting has the right to
request information with respect to the matters to be considered at the meeting.
2. Proxy representative and powers of attorney
A shareholder may participate in the general meeting and exercise his/her rights
at the meeting by way of proxy representation. A proxy representative shall
produce a dated proxy document or otherwise in a reliable manner demonstrate
his/her right to represent the shareholder at the general meeting. When a
shareholder participates in the general meeting by means of several proxy
representatives representing the shareholder with shares at different securities
accounts, the shares by which each proxy representative represents the
shareholder shall be identified in connection with the preregistration for the
general meeting.
Possible proxy documents shall be submitted by the end of the preregistration
period.
3. Holders of nominee registered shares
A holder of nominee registered shares is advised to request without delay
necessary instructions regarding the registration in the company's register of
shareholders, the issuing of proxy documents and preregistration for the general
meeting from his/her custodian bank. The account manager of the custodian bank
will register a holder of nominee registered shares, who wants to participate in
the general meeting, to be temporarily entered in the company's register of
shareholders 8 March 2010 at 10:00 a.m. at the latest. Further information on
these matters can also be found on the corporate website
www.citycon.com/agm2010.
4. Further instructions/information
Further information on matters pertaining to general meeting and on
shareholder's rights is available on the corporate website www.citycon.com/gm.
On the date of this notice, 16 February 2010, Citycon Oyj has 221,416,293 shares
and votes.
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#1384585]