Annual General Meeting 2012
Citycon Oyj’s Annual General Meeting (AGM) took place in Helsinki, Finland, on 21 March 2012. The meeting was opened by Thom Wernink, Deputy Chairman of the Board of Directors, and chaired by Ari Keinänen, Attorney-at-Law, Trained at the Bench.
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 2011. The AGM decided on a dividend of EUR 0.04 per share for the financial year 2011 and on an equity return of EUR 0.11 per share from the invested unrestricted equity fund. Record date for the dividend payment and equity return is 26 March 2012 and the dividend and equity return will be paid on 4 April 2012.
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, Roger Kempe, Kirsi Komi, Claes Ottosson, Dor J. Segal, Jorma Sonninen, Per-Håkan Westin and Ariella Zochovitzky were re-elected to the Board and Bernd Knobloch was elected as a new member to the Board for a term that will continue until the closing of the next Annual General Meeting. The Directors’ personal details are available on the corporate website at www.citycon.com/board.
Thom Wernink, member of the company’s Board of Directors since 2005, first as Deputy Chairman and then as long-time Chairman, was no longer available for re-election. The company and the company’s Board of Directors express their gratitude to Mr Wernink for his valuable contribution in the company.
The AGM decided that the remuneration of the members of the Board of Directors remain unchanged and that the Chairman of the Board of Directors be paid an annual fee of EUR 160,000, the Deputy Chairmen EUR 60,000 and ordinary members of the Board EUR 40,000. In addition, the AGM decided that the Chairman of the Board and the Chairmen of the Board’s committees be paid a meeting fee of EUR 700 and other Board and committee members EUR 500 per meeting. 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.
Ernst & Young Oy, a firm of authorised public accountants, was re-elected as the auditor of the company with Authorised Public Accountant Tuija Korpelainen continuing as the chief auditor.
Authorising the Board of Directors to decide on the issuance of shares as well as the issuance of option rights and other special rights entitling to shares
As proposed by the Board of Directors, the AGM authorised the Board of Directors to decide by one or several decisions on the issuance of shares and special rights entitling to shares and conveyance of own shares held by the company either against payment or for free. The maximum number of new shares to be issued and own shares held by the company to be conveyed, including the shares received on the basis of the special rights, may not exceed 50,000,000 shares.
The new shares may be issued and the own shares held by the company conveyed to the company’s shareholders in proportion to their current holdings or by means of a directed share issue, waiving the pre-emptive subscription rights of the shareholders, if there is a weighty financial reason for the company to do so. The Board of Directors may also decide on a free share issue to the company itself.
The Board of Directors was authorised to decide on any other matters related to the share issues and to the issuance of option rights and other special rights. The authorisation will be valid until the next Annual General Meeting.
Authorising the Board of Directors to decide on the acquisition of the company’s own shares
As proposed by the Board of Directors, the AGM authorised the Board of Directors to decide on the acquisition of a maximum of 20,000,000 of the company’s own shares in one or several tranches through public trading on the NASDAQ OMX Helsinki Ltd at the market price prevailing at the time of the acquisition by using unrestricted equity. The shares can be acquired to improve the company’s capital structure or to be used in financing or implementation of potential acquisitions or other corporate transactions or as part of the company’s incentive plan. The company may hold, convey or cancel the shares for said purposes. The Board of Directors was authorised to decide on any other matters related to the acquisition of own shares. The authorisation will be valid until the next Annual General Meeting.
Minutes of the meeting are available enclosed.