Notice to the Extraordinary General Meeting of Citycon Oyj

The Extraordinary General Meeting (the “General Meeting”) of Citycon Oyj (the “Company”) will be held on Tuesday, 12 November 2024 at 12 noon (EET). The General Meeting will be held without a meeting venue using remote connection in real time, in accordance with Section 11 of the Articles of Association of the Company and Chapter 5, Section 16 Subsection 3 of the Finnish Limited Liability Companies Act. Instructions for participation are provided in section C of this notice.

The Company’s shareholders may also exercise their voting rights by voting in advance. Instructions for advance voting are provided in section C of this notice.

A. Matters on the Agenda of the Extraordinary General Meeting

1. Opening of the Meeting

2. Calling the Meeting to Order

3. Election of Persons to Scrutinize the Minutes and to Supervise the Counting of Votes

4. Recording the Legality of the Meeting

5. Recording the Attendance and Adopting the List of Votes

6. Resolution on the Number of Members of the Board of Directors

The Board of Directors proposes on the recommendation of the Nomination and Remuneration Committee that the number of members of the Board of Directors will be increased to ten (10) for a term of office expiring at the close of the next Annual General Meeting.

7. Election of the Members of the Board of Directors

The Board of Directors proposes on the recommendation of the Nomination and Remuneration Committee that Mr Eero Sihvonen would be elected as a new member to the Board of Directors. The new member of the Board of Directors would be elected for a term that will continue until the close of the next Annual General Meeting. The annual remuneration payable to Mr Eero Sihvonen in accordance with the resolutions of the Annual General Meeting held on 19 March 2024 and the Extraordinary General Meeting held on 18 June 2024 will be paid on a pro rata basis for the duration of his term.

Mr Eero Sihvonen has given his consent to the election. Eero Sihvonen is independent of significant shareholders and not independent of the Company due to his former Chief Financial Officer position in the Company.

Mr Eero Sihvonen has been presented on the Company’s website citycon.com/egm2024. In addition, information on the proposed new member of the Board of Directors is available at the end of this notice.

Other current members of the Board of Directors shall continue in their position until the close of the next Annual General Meeting.

8. Closing of the Meeting

B. Documents of the General Meeting

The proposal for the decision on the agenda of the General Meeting and this notice will be available on the Company’s website at citycon.com/egm2024 on 21 October 2024. Copies of the document and this notice will be sent to shareholders upon request.

Minutes of the General Meeting will be available on the aforementioned website as of 26 November 2024 at the latest.

C. Instructions for the Participants in the General Meeting

1. Shareholder Registered in the Shareholders’ Register

Each shareholder, who is registered in the Company’s shareholders’ register maintained by Euroclear Finland Oy on the record date of the General Meeting, i.e. on 31 October 2024, 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 shareholders’ register.

Registration for the General Meeting will begin on 22 October 2024 at 9.00 a.m. (EEST). A shareholder who is registered in the Company’s shareholders’ register and who wishes to participate in the General Meeting, must register for the General Meeting by giving a prior notice of participation no later than 6 November 2024 at 4.00 p.m. (EET), by which time the notice of participation must be received. The registration can be done in the following ways:

a)      electronically by utilizing Euroclear’s electronic general meeting service accessible at citycon.com/egm2024. Registering requires strong electronic identification with a bank ID or mobile certificate for natural persons and business ID and the book-entry account number for legal persons. If the shareholders that are legal persons use the electronic Suomi.fi e-authorization, registration requires a strong electronic authentication of the authorized person by using a bank ID or mobile certificate.

b)      by email to yhtiokokous@euroclear.eu or by regular mail to Euroclear Finland Oy, Yhtiökokous/Citycon Oyj, P.O. Box 1110, FI-00101 Helsinki.

In connection with the registration, a shareholder or a proxy representative is required to provide the requested personal information. The personal data given to the Company by shareholders and proxy representatives is only used in connection with the General Meeting and with the processing of related necessary registrations.

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 may also choose to vote in advance in the manner described in this notice.

A proxy representative must produce a dated proxy document or otherwise, in a reliable manner, demonstrate his/her right to represent the shareholder at the General Meeting. If a shareholder participates in the General Meeting by means of several proxy representatives representing the shareholder with shares in different book-entry accounts, the shares, by which each proxy representative represents the shareholder, shall be identified in connection with the registration for the General Meeting.

Proxy documents and advance voting forms should be delivered to Euroclear Finland Oy by mail to Euroclear Finland Oy, Yhtiökokous/Citycon Oyj, P.O Box 1110, FI-00101 Helsinki or by email to yhtiokokous@euroclear.eu before the last date for registration and advance voting, by which time the documents must be received.

If a shareholder delivers a proxy document to the Company in accordance with the applicable instructions before the expiry of the registration and advance voting period, this constitutes due registration for the General Meeting, provided that all required information is included in the proxy documents.

Shareholders that are legal persons can also use the electronic Suomi.fi authorization service instead of the traditional proxy in Euroclear Finland Oy’s general meeting service. In this case, the shareholder that is legal person authorizes an assignee nominated by it in the Suomi.fi service at suomi.fi/e-authorizations using the authorization topic “Representation at the General Meeting”. The assignee must identify himself/herself with strong electronic authentication in Euroclear Finland Oy's general meeting service when registering, after which the electronic mandate is automatically checked. The strong electronic authentication works with personal bank IDs or a mobile certificate. More information on suomi.fi/e-authorizations.

Further information will also be available on the Company’s website at citycon.com/egm2024.

3. Holder of Nominee Registered Shares

A holder of nominee registered shares has the right to participate in the General Meeting by virtue of such shares, based on which the holder of nominee registered shares on the record date of the General Meeting, i.e. on 31 October 2024, would be entitled to be registered in the Company’s shareholders’ register maintained by Euroclear Finland Oy. In addition, the right to participate in the General Meeting requires that the shareholder has, on the basis of such shares, been temporarily registered in the shareholders’ register maintained by Euroclear Finland Oy based on these shares at the latest by 7 November 2024 at 10.00 a.m. As regards nominee registered shares, this constitutes due registration for the General Meeting.

A holder of nominee registered shares is advised to request, in good time, the necessary instructions regarding the temporary registration in the Company’s shareholders’ register, the issuing of proxy documents and voting instructions, registration for the General Meeting as well as advance voting from his/her custodian bank. The account management organization of the custodian bank shall register a holder of nominee registered shares, who wants to participate in the General Meeting, to be temporarily entered in the Company’s shareholders’ register at the latest by the time stated above and see to the voting in advance on behalf of a holder of nominee registered shares before the due date for the registration. Further information on these matters can also be found on the Company’s website at citycon.com/egm2024.

A holder of nominee-registered shares who has registered for the General Meeting may also participate in the meeting in real time using telecommunication connection and technical means. In addition to the temporary registration in the Company’s shareholders’ register, the real-time participation in the meeting requires the submission of the shareholder’s e-mail address and telephone number and, if necessary, a proxy document and other documents necessary to prove the right of representation to yhtiokokous@euroclear.eu before the end of the registration period for the holders of nominee registered shares, so that the shareholders can be sent a participation link, username and password to participate in the meeting.

4. Participation Instructions

Shareholders who have the right to participate in the General Meeting will participate and exercise their power of decision in full and in real time during the meeting using telecommunication connection and technical means.

Shareholders may exercise their right to request information during the meeting orally by using their microphone.

A remote connection to the General Meeting will be arranged via the online general meeting service provided by Euroclear Finland Oy, which includes a video and audio connection to the General Meeting. Participating in the remote meeting does not require paid software or downloads. In addition to an internet connection, participation requires a computer, smartphone or tablet with speakers or headphones for sound reproduction and a microphone for asking questions or addresses. To participate, it is recommended to use the latest versions of the most common browser programs in use. It is recommended to test the network connection and log into the meeting system in good time before the start of the meeting.

The participation link, username and password for remote participation will be sent by e-mail to the e-mail address provided during registration after the expiry of the registration period and approximately two hours before the meeting. Shareholders who have voted in advance can also participate in the General Meeting via the remote connection. The votes cast in advance will be taken into account in the resolution of the General Meeting, regardless of whether such shareholders participate in the General Meeting remotely or not. Shareholders participating in the meeting remotely will be able to change their advance votes during the meeting, should a vote take place.

Further information regarding the general meeting service, additional instructions for proxies representing several shareholders, contact details of the service provider and instructions in case of potential disruptions in the functioning of the service will be available on the Company’s website at citycon.com/egm2024 no later than 22 October 2024. Shareholders are recommended to familiarize themselves with the detailed instructions prior to the start of the General Meeting.

5. Voting in Advance

Shareholders with a Finnish book-entry account may vote in advance on certain agenda items of the General Meeting during the period from 22 October 2024 at 9.00 a.m. (EEST) until 6 November 2024 at 4.00 p.m. (EET).

Advance voting can be done in the following ways:

a)      electronically by utilizing Euroclear’s electronic general meeting service accessible at citycon.com/egm2024. Voting in advance electronically requires strong electronic identification with a bank ID or mobile certificate for natural persons and business ID and the book-entry account number for legal persons.

b)      by sending the advance voting form available on the Company’s website or corresponding information to Euroclear Finland Oy by email to yhtiokokous@euroclear.eu or by regular mail to Euroclear Finland Oy, Yhtiökokous/Citycon Oyj, P.O. Box 1110, FI-00101 Helsinki.

The advance voting form and instructions relating to the advance voting will be available on the Company’s website at citycon.com/egm2024 no later than 22 October at 9.00 a.m. (EEST).

If a shareholder participates in the General Meeting by voting in advance in accordance with the applicable instructions before the expiry of the registration and advance voting period, this constitutes due registration for the General Meeting, provided that all information required for registration and advance voting is duly provided. No other notification of participation is required for the General Meeting.

A shareholder who has voted in advance cannot request information under the Finnish Limited Liability Companies Act or request a vote at the General Meeting if they or their proxy representative is not present at the General Meeting using telecommunications and technical means.

With regards to holders of nominee registered shares, the advance voting is performed via the account management organization. The account management organization may vote in advance on behalf of the holders of nominee registered shares it represents, in accordance with the voting instructions provided by them, during the advance voting period for holders of nominee registered shares.

An agenda item subject to advance voting, is considered to have been presented unchanged to the General Meeting. Conditions related to the electronic advance voting and other related instructions are available on the Company’s website at citycon.com/egm2024.

6. Other Instructions and Information

Pursuant to Chapter 5, Section 25 of the Finnish Limited Liability Companies Act, a shareholder who is present at the General Meeting via the remote connection has the right to request information with respect to the matters to be considered at the meeting.

Changes in shareholding after the record date do not affect the right to participate in the General Meeting nor the number of voting rights.

On the date of publication of this notice, 21 October 2024, Citycon Oyj has 184 151 840 shares and votes.

CITYCON OYJ
The Board of Directors

Information on the proposed new member of the Board of Directors:

 

Eero Sihvonen

Born 1957

Finnish citizen

Master of Science, Helsinki School of Economics

 

Professional experience:

Citycon Oyj, Senior Advisor, 2022

Citycon Oyj, Chier Financial Officer, Deputy Chief Executive Officer, 2005-2021

Dynea Oy, Corporate Vice President, Group Treasurer, 1999-2005

Neste Corporation, Vice President, Head of Finance and Control, Chemicals Division, 1997-1999

Neste Corporation, Corporate Vice President, Head of Treasury, 1981-1996

 

Non-executive Directorships:

Hyperco Ltd, Vice Chairman of the Board, since 2023

Lehto Group Plc, Chairman of the Board, 2022-2024

Lehto Group Plc, Board Member, Audit Committee Chairman, 2022



For further information, please contact:
Sakari Järvelä
Chief Financial Officer
Tel. +358 50 387 8180
sakari.jarvela@citycon.com

Citycon is a leading owner, manager and developer of mixed-use real estate featuring modern, necessity-based retail with residential, office and municipal service spaces that enhance the communities in which they operate. Citycon is committed to sustainable property management in the Nordic region with assets that total approximately EUR 4.2 billion. Our centres are located in urban hubs in the heart of vibrant communities with direct connections to public transport and anchored by grocery, healthcare and other services that cater to the everyday needs of customers.

Citycon has investment-grade credit rating from Standard & Poor's (BBB-). Citycon Oyj’s shares are listed on Nasdaq Helsinki.

www.citycon.com