Citycon Oyj’s Annual General Meeting (AGM) took place in Helsinki, Finland, today. The AGM approved all the proposals of the Board of Directors and its committees 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 2014. The AGM decided that no dividend be paid for the financial year 2014 and that the shareholders are paid an equity repayment of EUR 0.15 per share from the invested unrestricted equity fund. The record date for the equity repayment is 23 March 2015 and the equity repayment will be paid on 30 March 2015.
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, Arnold de Haan, Kirsi Komi, Andrea Orlandi, Claes Ottosson, Per-Anders Ovin and Ariella Zochovitzky were re-elected to the Board and Rachel Lavine was elected as new member 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 company’s website at www.citycon.com/board.
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 meetings 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 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 Mikko Rytilahti 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 Companies Act by one or several decisions as follows.
The amount of shares to be issued shall not exceed 60 million shares, which corresponds to approximately 10.1 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 was further authorised to decide on all the conditions of the issuance of shares and special rights entitling to shares. The authorisation 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 authorisation is valid until the close of next Annual General Meeting, however, no longer than until 30 June 2016.
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 30 million shares, which corresponds to approximately 5.1 per cent of all the current shares in the company. Only the unrestricted equity of the company can be used to repurchase own shares on the basis of the authorisation.
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 authorised 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 authorisation is valid until the close of next Annual General Meeting, however, no longer than until 30 June 2016.
Helsinki, 19 March 2015
CITYCON OYJ
For further information, please contact:
Marcel Kokkeel, CEO
Tel. +358 20 766 4521
marcel.kokkeel@citycon.com
Eero Sihvonen, Executive Vice President and CFO
Tel. +358 20 766 4459
eero.sihvonen@citycon.com
Citycon Oyj (NASDAQ OMX: CTY1S) is a leading owner, developer and manager of urban grocery-anchored shopping centres in the Nordic and Baltic regions, managing assets that total approximately EUR 3.3 billion and with a market capitalisation of approximately EUR 1.5 billion. For more information about Citycon, please visit www.citycon.com
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