Annual General Meeting 2016


Resolutions of Citycon Oyj’s Annual General Meeting
Citycon Oyj’s Annual General Meeting (AGM) took place in Helsinki, Finland, on 16 March 2016. The Board of Directors presented to the AGM a technical amendment to the proposal concerning distribution of assets and amended the proposal concerning the remuneration of the Board of Directors so that the remuneration will not be increased and will remain unchanged. 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 2015. The AGM decided that a dividend of EUR 0.01 per share be distributed for the financial year 2015 and that the shareholders are paid an equity repayment of EUR 0.0275 per share from the invested unrestricted equity fund. The record date for dividend and equity repayment was 18 March 2016 and the dividend and equity repayment was paid on 29 March 2016.

Furthermore, the AGM decided that the Board of Directors be authorized to decide in its discretion on the distribution of assets from the invested unrestricted equity fund. The amount to be distributed based on the authorization shall not exceed EUR 0.1125 per share. Unless the Board of Directors decides otherwise for a justified reason, the authorization will be used to distribute equity repayment three times and the payment dates of the equity repayments will be on 30 June 2016, 30 September 2016 and 31 December 2016. The equity repayment, based on a resolution of the Board of Directors, will be paid to a shareholder registered in the company’s shareholders’ register maintained by Euroclear Finland Ltd on the record date for the equity repayment. The Board of Directors will decide on the record date in connection with each equity repayment decision. Citycon shall make separate announcements of such Board resolutions. The authorization is valid until the opening of the next Annual General Meeting.

Members of the Board of Directors and their remuneration
The number of members of the Board of Directors was resolved to be ten. Chaim Katzman, Bernd Knobloch, Arnold de Haan, Kirsi Komi, Rachel Lavine, Andrea Orlandi, Claes Ottosson, Per-Anders Ovin and Ariella Zochovitzky were re-elected to the Board of Directors and Dor J. (Dori) Segal 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 remuneration of members of the Board of Directors would remain the same. Accordingly, 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. The members of the Board of Directors shall be compensated accrued travel and lodging expenses as well as other potential costs related to Board and Committee 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 85 million shares, which corresponds to approximately 9.55 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 decides 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 next Annual General Meeting, however, no longer than until 30 June 2017.

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 50 million shares, which corresponds to approximately 5.61 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 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 decides 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 2017.

Resolutions of the Annual General Meeting
Minutes of the Annual General Meeting
Notice to the Annual General Meeting
Financial Statements 2015
Auditor's Report 2015
Proposals of the Board of Directors as presented in the notice to the Annual General Meeting
Amended proposal of the Board of Directors on the use of the profit shown on the balance sheet and the distribution of dividend and assets from the invested unrestricted equity fund and authorization of the board of directors to decide on the distribution of assets from the invested unrestricted equity fund
Amended proposal of the Board of Directors on the remuneration of members of the Board of Directors
Candidate's Personal Details 
Review by the CEO