Shareholders exercise their rights at the General Meeting of shareholders, which constitutes the company's highest decision-making body. All shares carry equal rights at the meeting.
In accordance with Citycon Oyj's Articles of Association, the Annual General Meeting (AGM) shall be held annually by the end of April. Extraordinary General Meetings (EGM) are held whenever deemed necessary for decision-making purposes. An extraordinary general meeting shall be held for addressing a specific issue if shareholders holding at least 10 per cent of the shares in the company so demand in writing. It is the company's Board of Directors that makes a decision on convening a general meeting.
Citycon provides its shareholders with sufficient information on the items to be discussed at the General Meeting of shareholders. On its website, the company publishes the notice of a General Meeting, including a proposal for the meeting’s agenda, the documents to be presented to the General Meeting and the resolution proposals by the Board of Directors and its committees, at least three weeks prior to the meeting. Upon request, the meeting material is sent to a shareholder by mail. By any reasonable means available to it, the company attempts to facilitate the participation of its international shareholders in General Meetings and to arrange such meetings in a manner enabling shareholders’ participation and exercising of their rights to vote, ask questions and speak in the meeting as extensively as possible.
Following a General Meeting, the company publishes the decisions taken by the General Meeting, without delay, as a stock exchange release and on its website. The minutes of the General Meeting are made available on the corporate website within two weeks of the meeting.
The Chairman of the Board of Directors and the CEO attend the General Meeting of shareholders, and members of the Board of Directors attend the meeting to the extent deemed necessary. A first-time nominee for the Board shall attend the General Meeting that decides on his/her election unless there are cogent reasons for his/her absence. The responsible auditor of the company is also present at the General Meeting of shareholders.
Notice of a general meeting
A notice of a general meeting of shareholders shall be published no earlier than two months and no later than three weeks prior to the general meeting on the corporate website and by means of a stock exchange release. The notice includes instructions for preregistration for the meeting, preregistration being a prerequisite for attending the meeting and exercising the right to speak and vote.
Proxy document and proxy representative
A shareholder may authorise a representative to act on his or her behalf at a general meeting. The representative shall produce a proxy document or otherwise provide reliable evidence of the right to represent the shareholder. If the shares are nominee-registered, the representative can, for example, be the Finnish custodian bank. If the shareholder's shares are recorded in more than one book-entry securities account, the shareholder has the right to use a different proxy representative for the shares in each book-entry securities account. The proxy document(s) shall be presented at the venue of the meeting at the latest. The shareholder or the proxy representative may have one assistant at the meeting.
Items on the AGM's agenda
The following items shall be on the agenda of any regular Annual General Meeting:
- Opening of the meeting
- Coming to order
- Election of minutes-checker and supervisors of vote-counting
- Recording the legality of the meeting
- Recording the attendance and adopting the list of votes
- Presentation of the financial statements and the report of the Board of Directors
- Presentation of the auditor's report
- Adoption of the financial statements
- Resolution on the use of the profit shown on the balance sheet and the payment of dividend
- Resolution on the discharge of the members of the Board of Directors and the CEO from liability
- Resolution on the remuneration of members of the Board of Directors
- Resolution on the number of members of the Board of Directors
- Election of members of the Board of Directors
- Resolution on the remuneration of the auditor
- Election of auditor
- Closing of the meeting
In addition, the agenda of an AGM may include proposals by the Board of Directors on matters to be resolved by a general meeting of shareholders pursuant to the Finnish Limited Liability Companies Act. These matters include, among others, amendment of the Articles of Association, issue of new shares or option rights or other special rights entitling to new shares, decrease of the company's share capital as well as a merger or a division of the company. Such matters may also be resolved by an extraordinary general meeting to be convened by the Board of Directors for such purpose. Notice of a general meeting shall always include the main content of the proposals by the Board of Directors. Such proposals in their entirety will be available on the corporate website.
Shareholder's right to include items on the agenda of the general meeting
A shareholder is entitled to demand a matter for discussion at a general meeting of shareholders, if such matter falls under the competence of a general meeting according to the Finnish Limited Liability 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 the meeting. The shareholder can send his or her demand for the inclusion of the matter on the agenda of the annual general meeting together with the grounds of the demand and/or resolution proposal to the company by e-mail at firstname.lastname@example.org by 31 January each year.
Shareholder's right to vote
A shareholder that has preregistered for the meeting is entitled to vote at the meeting with the number of votes corresponding to his/her shareholding on the record date of the general meeting even if his/her shareholding has changed after said date but before the meeting. Each share entitles to one vote.
Shareholder's right to request information
At a general meeting, every shareholder has the right to request information on items appearing on the agenda of the meeting. The request to be presented at the meeting can also be submitted to the company in advance by sending an e-mail at email@example.com. A shareholder is also entitled to make resolution proposals at the meeting on items appearing on the agenda of the meeting.