The Articles of Association of Citycon Oyj (valid as of 8 December 2022)
The name of the Company is Citycon Oyj. The Company's registered office is situated in Helsinki.
The Company is engaged in buying, selling, owning and managing real estate, buildings, premises or any parts thereof as well as shares and interests in companies entitling to the above-mentioned. The Company is also engaged in leasing and developing of real estate, buildings and premises as well as providing management and management related services for real estate, buildings and premises. The Company can also engage in other operations related to the business operations specified in this section.
The shares of the Company belong to the book-entry securities system.
The Board of Directors is responsible for the appropriate administration of the Company and the appropriate organisation of its operations and according to the Company’s Annual General Meeting resolution, the Board of Directors shall comprise a minimum of five (5) and a maximum of ten (10) ordinary members. The term of the members of the Board of Directors shall expire at the closing of the Annual General Meeting following the election.
The Board of Directors shall elect a Chairman and one or more Deputy Chairmen from among themselves.
The Board of Directors constitutes a quorum when more than half of its members are present.
The Board of Directors may establish committees from among the members of the Board of Directors. Such Committees prepare designated items for the Board of Directors and resolve on operative matters as may be instructed by the Board of Directors from time to time.
The Company has a Managing Director appointed by the Board of Directors.
The right to represent the Company is held by the Chairman of the Board of Directors and the Managing Director, each alone, and any two members of the Board of Directors together, or any members of the Board of Directors together with a person to whom the Board of Directors has granted the right to represent the Company, as well as any two persons together to whom the Board of Directors has granted the right to represent the Company.
The Company’s financial period is the calendar year.
The General Meeting shall elect one (1) auditor to examine the administration and accounts of the Company. The auditor shall be an authorized audit firm.
The term of the auditor shall expire at the closing of the Annual General Meeting following the election.
The Company’s Annual General Meeting shall be held annually within six (6) months of the expiration of the financial period on a date determined by the Board of Directors.
At the Annual General Meeting, the following shall be
1. the financial statements, which encompasses the consolidated financial statements,
2. the auditor’s report,
3. the adoption of the financial statements,
4. the use of the profit shown on the balance sheet,
5. the discharge of the members of the Board of Directors and the Managing Director from liability,
6. the remuneration of the members of the Board of Directors and the auditor,
7. the number of the members of the Board of Directors,
8. the members of the Board of Directors,
9. the auditor.
A shareholder of the Company shall have the right to have a matter falling within the competence of the General Meeting dealt with by the General Meeting according to the Finnish Limited Liability Companies Act, if the shareholder so demands in writing from the Board of Directors well in advance of the meeting, so that the matter can be included in the notice of the General Meeting.
The notice to convene a General Meeting shall be delivered by publishing the notice on the website of the Company.
The notice to convene a General Meeting shall be delivered no earlier than two (2) months and no later than three (3) weeks prior to the General Meeting, and in any event no later than nine (9) days before the record date of the General Meeting.
In order to attend a General Meeting, a shareholder must register with the Company no later than the date specified in the notice of the General Meeting, which date may not be earlier than ten (10) days prior to the General Meeting.
The General Meetings may be held, in addition to the Company’s domicile Helsinki, in Espoo (Finland), Stockholm (Sweden), Oslo (Norway) or Copenhagen (Denmark) as may be resolved by the Board of Directors. The Board of Directors may also resolve on organizing a General Meeting without a meeting venue whereby the shareholders shall exercise their power of decision in full in real time during the meeting using telecommunication connection and technical means.