Proposals by Citycon Oyj's Board of Directors to the Annual General Meeting
The Board of Directors of Citycon Oyj hereby summons the company's shareholders
to the Annual General Meeting (AGM) to be held on 13 March 2007 at 2.00 p.m. at
Finlandia Hall, Helsinki, Finland. The Board of Directors makes the following
proposals to the AGM:
- dividend proposal of EUR 0.14 per share,
- proposal for a partial amendment to the Articles of Association,
- proposal to grant an authorisation to the Board to issue shares and to grant
special rights entitling to shares,
- proposal to amend the terms and conditions of the option plans 1999 and 2004,
- proposal for the auditor and the auditor's remuneration.
1. Dividend proposal
As announced by the company earlier today in its Financial Results Release, the
Board of Directors proposes that a dividend of EUR 0.14 per share be distributed
for 2006 and paid on 23 March 2007. The dividend will be paid to a shareholder
registered in the company's shareholders' register on the record date for
dividend distribution 16 March 2007.
2. Proposal for a partial amendment to the Articles of Association
The Board of Directors proposes, mainly as a result of the new Finnish Companies
Act, that the company's registered Articles of Association be partially amended.
The main content of the proposed amendments is as follows:
- Article 3 concerning the minimum and maximum share capital and the nominal
value of the share shall be deleted and the numbering of the following Articles
be amended accordingly.
- Article 4 concerning the book-entry securities system shall be deleted except
for the first sentence stating that the company's shares are registered in the
book-entry securities system.
- Provision stating that the CEO of the Company may not be the Chairman or the
Deputy Chairman of the Board of Directors as well as the provision on convening
the meeting of the Board of Directors included in paragraph 2 of Article 5 of the
Articles of Association shall be deleted. Wording specifications shall be made to
paragraphs 3 and 4 of the same Article.
- Article 7 of the Articles of Association shall be amended so that the "right to
sign for the Company" shall be the "right to represent the Company", and so that
a provision according to which also any member of the Board of Directors shall
have the right to represent the company with a person authorised to do so by the
Board of Directors as well as any such two persons jointly who the Board of
Directors has authorised to represent the Company shall have the right to
represent the Company, shall be added to the Article.
- Item 1 of Article 10 of the Articles of Association shall be amended so that
the financial statements and the report by the Board of Directors shall be
presented at the Annual General Meeting and items 3 and 4 so that at the Annual
General Meeting the adoption of the financial statements and the allocation of
profits shown in the adopted balance sheet shall be decided upon.
- Wording specifications shall be made to Article 11 and to paragraph 2 of
Article 12.
Proposal for Citycon Oyj's new Articles of Association is enclosed to this
release.
3. Proposal to grant an authorisation to the Board to issue shares and to grant
special rights entitling to shares
The Board of Directors of Citycon Oyj proposes that the General Meeting would
authorise the Board of Directors to decide on issuing new shares and conveying
the Company's own shares held by the Company either against payment or for free.
New shares may be issued and the Company's own shares may be conveyed to the
Company's shareholders in proportion to their current shareholdings in the
Company or waiving the shareholders' pre-emption right, through a directed share
issue if the Company has a weighty financial reason to do so.
The Board of Directors may also decide on a free share issue to the Company
itself.
In addition, the Board of Directors proposes that the Board of Directors be
authorised to grant special rights referred to in Chapter 10, Section 1 of the
Finnish Companies Act, which carry the right to receive, against payment, new
shares of the Company or the Company's own shares held by the Company.
The combined number of new shares to be issued and the Company's own shares held
by the Company to be conveyed, including the shares received on the basis of the
special rights, may not exceed 100,000,000 shares.
The authorisations are valid for five years and do not set aside earlier granted
unexercised share issue authorisations.
4. Proposal to amend the terms and conditions of the option plans 1999 and 2004
Due to the fact that the Board of Directors proposes to the Annual General
Meeting to be held on 13 March 2007 that the current Articles of Association of
the Company be amended to the effect that the references to the nominal value of
the share be deleted, and because the new Companies Act that entered into force
on 1 September 2006 allows to record the subscription price under the invested
non-restricted equity fund, the Board of Directors proposes that the references
to the nominal value of the shares be deleted from the terms and conditions of
the option plans and that references to the minimum share subscription price of
EUR 1.35 and to the recording of the share subscription price under the invested
non-restricted equity fund be added to the terms and conditions of the option
plans.
As regards the nominal value of the share, the above amendments shall be made
only provided that the General Meeting approves the Board of Directors' proposal
on abandoning the nominal value. In case the General Meeting decides to retain
the nominal value, the Board of Directors proposes that the terms and conditions
of the option plan 2004 be amended so that the amount of the subscription price
exceeding the nominal value be recorded under the invested non-restricted equity
fund.
5. Proposal for the auditor and the auditor's remuneration
The Board of Directors proposes, based on the recommendation of the Audit
Committee, that Ernst & Young Oy, a firm of authorised public accountants
accredited by the Central Chamber of Commerce of Finland, be re-elected the
auditor of the company for the financial year 2007. The auditor has consented to
the election.
The Board of Directors proposes, based on the recommendation of the Audit
Committee, that the audit fee be paid according to the auditor's invoice.
Nomination Committee's proposals for the members of the Board of Directors and
for their remuneration will be announced later.
Notice of the Annual General Meeting will be published in Helsingin Sanomat and
released as a stock exchange announcement on 21 February 2007. The notice and the
proposals by the Board of Directors with appendices will also be available on
Citycon's homepage www.citycon.fi as of the same date.
Helsinki, 8 February 2007
CITYCON OYJ
The Board of Directors
For further information, please contact:
Petri Olkinuora, CEO, tel. +358 9 6803 6738 or
mobile +358 400 333 256
Distribution:
Helsinki Stock Exchange
Major media
www.citycon.fi
ENCLOSURE Proposal for new Articles of Association of Citycon Oyj
Articles of Association of Citycon Oyj
Article 1
The name of the company is Citycon Oyj. The domicile of the company is Helsinki.
Article 2
The company's field of business is to buy, sell, own and control real properties,
including commercial, office and industrial premises, and shares in property
holding companies conferring entitlement to such premises, and to lease out,
build and develop such properties and premises. The company's field of business
also includes providing services for the management of real properties and
premises.
Article 3
The company's shares are registered in the book-entry securities system.
Article 4
The company's administration and proper management of its business is arranged by
the Board of Directors, which comprises a minimum of five (5) and a maximum of
eight (8) members, as decided by the general meeting of shareholders. The Board
members' term of office ends at the closing of the annual general meeting
following the one at which they were elected.
The Board of Directors elects from among its members a chairman and a deputy
chairman.
The Board of Directors has a quorum when more than half of its members are
present.
The Board may set up committees from among its members.
Article 5
The company has a Managing Director appointed by the Board of Directors.
Article 6
The Chairman of the Board of Directors and the Managing Director, each alone,
shall have the right to represent the company, or any two members of the Board
jointly, or any member together with a person to whom the Board has granted the
right to represent the company, as well as any such two persons jointly who the
Board has authorised to represent the company.
Article 7
The company's financial year is the calendar year.
Article 8
The company has one auditor that shall be a firm of authorised public accountants
accredited by the Central Chamber of Commerce.
The auditor's term of office shall expire at the closing of the annual general
meeting first following the election.
Article 9
The annual general meeting is to be held on a date determined by the Board of
Directors before the end of April.
At the meeting shall be:
presented
1. the financial statements and the report by the Board of Directors;
2. the auditor's report on the financial statements;
decided upon
3. the adoption of the financial statements;
4. the allocation of the profit shown in the adopted balance sheet;
5. the discharge from personal liability for the members of the Board of
Directors and the Managing Director;
6. the remuneration of the members of the Board of Directors and the auditor;
7. the number of the members of the Board of Directors;
elected
8. the members of the Board of Directors;
9. the auditor.
Article 10
A shareholder is entitled to propose a certain matter for discussion at a general
meeting of shareholders, if such matter belongs to the competence of a general
meeting of shareholders according to the Finnish Companies Act and if (s)he gives
notice of this in writing to the Board of Directors in sufficient time for it to
be included in the notice of meeting.
Article 11
The notice to a general meeting shall be submitted to the shareholders by means
of an advertisement published in at least one national newspaper appearing in
Helsinki.
The notice to a general meeting of shareholders must be published no earlier than
two (2) months and no later than seventeen (17) days before the general meeting.
In order to be able to attend a general meeting, a shareholder must register with
the company no later than the date indicated in the notice of meeting, which may
be no earlier than ten (10) days prior to the meeting.