Resolutions of Citycon Oyj’s Annual General Meeting

 Citycon Oyj’s Annual General Meeting (AGM) took place in Helsinki, Finland, today. The AGM approved all the proposals of the Board of Directors to the AGM. The AGM adopted the company’s financial statements and discharged the members of the Board of Directors and the Chief Executive Officer from liability for the financial year 2012. The AGM decided on a dividend of EUR 0.04 per share for the financial year 2012 and on an equity repayment of EUR 0.11 per share from the invested unrestricted equity fund. The record date for the dividend payment and equity repayment is 26 March 2013 and the dividend and equity repayment will be paid on 4 April 2013.

 

 According to the terms and conditions of the issuance of new shares in accordance with the pre-emptive subscription right of shareholders, decided upon by the Board of Directors on 12 February 2013 based on the authorization of the Extraordinary General Meeting of 6 February 2013, the new shares issued in the rights issue do not entitle their holders to the above mentioned dividend payment nor the equity repayment.

 

 Members of the Board of Directors and their remuneration

 

 The number of members of the Board of Directors was resolved at ten. Ronen Ashkenazi, Chaim Katzman, Bernd Knobloch, Kirsi Komi, Claes Ottosson, Jorma Sonninen, Yuval Yanai and Ariella Zochovitzky were re-elected to the Board and Karine Ohana and Per-Anders Ovin were elected as new members to the Board of Directors for a term that will continue until the close of the next Annual General Meeting. The Directors’ personal details are available on the corporate website at www.citycon.com/board.

 

 Per-Håkan Westin, member of the company’s Board of Directors since 2008, and Roger Kempe, member of the Board of Directors since 2011, were no longer available for re-election. The company and the company’s Board of Directors express their gratitude to both Mr. Westin and Mr. Kempe for their valuable contribution in the company.

 

 The AGM decided that the Chairman of the Board of Directors shall be paid an annual fee of EUR 160,000, Deputy Chairmen EUR 70,000 and ordinary members of the Board of Directors EUR 50,000. The Chairmen of the Board of Directors’ Committees shall be paid an additional annual fee of EUR 5,000. In addition, the AGM decided that Chairmen of the Board’s Committees shall be paid a meeting fee of EUR 800 and other Board and Committee members EUR 600 per meeting. The Chairman of the Board of Directors shall be paid no meeting fees. It was further decided 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.

 

 Auditor

 

 Ernst & Young Oy, a firm of authorised public accountants, was re-elected as the auditor of the company with authorised public accountant Eija Niemi-Nikkola acting as the responsible auditor. The audit fee shall be paid according to the auditor’s invoice.

 

 Authorising the Board of Directors to decide on the issuance of shares as well as the issuance of special rights entitling to shares

 

 As proposed by the Board of Directors, the AGM authorised the Board of Directors to decide on the issuance of shares as well as the issuance of special rights entitling to shares referred to in Chapter 10 Section 1 of the Finnish Limited Liability Companies Act by one or several decisions as follows.

 

 The amount of shares to be issued shall not exceed 25,000,000 shares. 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 was further authorized to decide 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 entitling to shares may be carried out in deviation from the shareholders' pre-emptive rights by way of a directed issue.

 

 The authorization is valid until the close of the next Annual General Meeting, however, no longer than until 30 June 2014.

 

 Authorising the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of the company’s own shares

 

 As proposed by the Board of Directors, the AGM authorised the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of the company's own shares in one or several tranches as follows.

 

 The amount of own shares to be repurchased and/or accepted as pledge shall not exceed 20,000,000 shares. Only the unrestricted equity of the company can be used to repurchase own shares on the basis of the authorization.

 

 Own shares can be repurchased at a price formed in public trading on the date of the repurchase or otherwise at a price formed on the market.

 

 The Board of Directors was further authorized to decide how own shares will be repurchased and/or accepted as pledge. Own shares can be repurchased using, inter alia, derivatives. Own shares can be repurchased otherwise than in proportion to the shareholdings of the shareholders (directed repurchase).

 

 The authorization is valid until the close of next Annual General Meeting, however, no longer than until 30 June 2014.

 

 Helsinki, 21 March 2013

 

 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.fi

 

 Eero Sihvonen, Executive Vice President and CFO

 Tel. +358 20 766 4459 or +358 40 557 9137

 eero.sihvonen@citycon.fi

 

 Distribution:

 NASDAQ OMX Helsinki

 Major media

 www.citycon.com