Citycon Oyj’s Annual General Meeting took place in Espoo, Finland, 13 March 2019. The General Meeting approved all the proposals of the Board of Directors to the General Meeting.
The General Meeting 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 2018. The General Meeting decided that no dividend is distributed by a resolution of the Annual General Meeting and authorized the Board of Directors to decide in its discretion on the distribution of dividend and assets from the invested unrestricted equity fund as follows:
Based on the authorization, the maximum total amount of dividend to be distributed shall not exceed EUR 8,899,926.28 and the maximum total amount of equity repayment distributed from the invested unrestricted equity fund shall not exceed EUR 106,799,115.36. After the completion of the reverse share split and the related redemption and cancellation of the company’s shares approved by the General Meeting, as set out below, the authorization would equal to a maximum of approximately EUR 0.05 per share in dividend and a maximum of approximately EUR 0.60 per share in equity repayment.
The authorization is valid until the opening of the next Annual General Meeting.
Unless the Board of Directors decides otherwise for a justified reason, the authorization will be used to distribute dividend and/or equity repayment four times during the period of validity of the authorization. In this case, the Board of Directors will make separate resolutions on each distribution of the dividend and/or equity repayment so that the preliminary record and payment dates will be as stated below. Citycon shall make separate announcements of such resolutions.
|Preliminary payment date
|Preliminary record date
|29 March 2019
|22 March 2019
|28 June 2019
|21 June 2019
|30 September 2019
|23 September 2019
|30 December 2019
|19 December 2019
The dividend and/or equity repayment based on the 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 of the dividend and/or equity repayment.
Members of the Board of Directors and their remuneration
The number of members of the Board of Directors was resolved to be nine. Chaim Katzman, Bernd Knobloch, Arnold de Haan, David Lukes, Andrea Orlandi, Per-Anders Ovin, Ofer Stark and Ariella Zochovitzky were re-elected to the Board of Directors and Alexandre Koifman 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 citycon.com/agm2019.
The General Meeting decided that the Chairman of the Board of Directors be paid an annual fee of EUR 160,000, the Deputy Chairmen EUR 70,000 and the ordinary members of the Board EUR 50,000. The Chairmen of the Board of Directors’ Committees would be paid an additional annual fee of EUR 5,000.
In addition, the 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, with the exception of the Chairman of the Board, who 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.
Ernst & Young Oy, a firm of authorized public accountants, was re-elected as the auditor of the company. Ernst & Young Oy has announced that authorized public accountant (APA) Mikko Rytilahti acts as the auditor with principal responsibility. The audit fee shall be paid in accordance with the auditor’s invoice approved by the company.
Reverse share split pursuant to Chapter 15, Section 9 of the Companies Act and thereto related redemption of shares in deviation from the proportional shareholdings of the shareholders
The General Meeting resolved that the number of shares in the company will be reduced without reducing the share capital by merging each five shares in the company to one share by means of the procedure provided in Chapter 15, Section 9 of the Limited Liability Companies Act (624/2006, as amended, the “Companies Act”). The purpose of merging the shares is to facilitate trade in the company’s shares by increasing the value of an individual share as well as to increase flexibility in connection with a possible distribution of funds. The reverse share split does not affect the company’s equity.
The reverse share split will be carried out by redeeming without compensation, in deviation from the proportional shareholdings of shareholders as set out in the Chapter 15, Section 9 of the Companies Act, from every shareholder a number of shares corresponding to the result of multiplying the number of shares on each book-entry account on the reverse split date by a coefficient of 4/5, i.e. for each existing five shares, four shares will be redeemed. The number of shares owned by each shareholder will be determined separately for each book-entry account. In order to avoid share fractions, the number of shares redeemed from each shareholder will, if necessary, be rounded up to the nearest whole share.
The fractions of shares redeemed due to the rounding-up will be paid to the respective shareholders in cash as detailed below. If a shareholder owns less than five shares, all of the shares owned by the shareholder in the company will be redeemed. In such an event, the shares will be sold on behalf of the shareholder and the proceeds from the sale will be paid to the shareholder in the same way as the proceeds acquired from the sale of the fractions of shares redeemed due to the rounding-up. In other respects, the redemption will be carried out without compensation.
The shares redeemed without compensation as part of the reverse share split will be cancelled immediately in connection with the redemption, with the exception of the aforementioned fractions of shares redeemed due to the rounding-up. The total amount of shares to be redeemed without compensation and cancelled immediately is 711,994,100, excluding the fractions of shares redeemed due to the rounding-up.
The fractions of shares to be redeemed due to the rounding-up will be merged and sold without delay on the Nasdaq Helsinki Ltd (“Nasdaq Helsinki”) securities exchange on behalf of the respective shareholders. The proceeds acquired from the sale will be paid to the shareholders in proportion to the difference between the number of shares redeemed from each shareholder and the number of shares that would be redeemed without the rounding-up. Interest will be paid on the proceeds for the period between the redemption and the time of payment of the proceeds pursuant to the applicable reference rate within the meaning of Section 12 of the Interest Act (633/1982, as amended).
The reverse split date, on the basis of which the shareholders’ right to proceeds acquired from the sale of shares redeemed due to the rounding-up is determined, is 15 March 2019. The reverse share split will be executed in the book-entry system after the close of trading on the reverse split date. The cancellation of shares and the new total number of shares in the company will be evidenced in the Trade Register on or about 18 March 2019 at the latest. Trading with the new total number of the company’s shares will commence on Nasdaq Helsinki with a new ISIN code on or about 18 March 2019. Proceeds acquired from the shares sold due to the rounding-up will be paid to shareholders entitled thereto on or about 25 March 2019. If necessary, the trading with the company's share on Nasdaq Helsinki shall be temporarily interrupted in order to perform necessary technical measures in the trading facility after the reverse split date.
Due to the reverse share split approved by the General Meeting, the Board of Directors will amend the company’s share-based incentive schemes in such manner that the reverse share split will be taken into account therein in the proportion mentioned above in this item.
The arrangement will not require any measures from shareholders.
Authorizing the Board of Directors to Decide on the Issuance of Shares as well as the Issuance of Special Rights Entitling to Shares
The General Meeting authorized 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 Companies Act by one or several decisions in the manner described below.
The number of shares to be issued shall not exceed 17 million shares, which would correspond to approximately 9.55 percent of all registered shares in the company after the redemption and cancellation of shares has been completed in the manner described above. 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 2020, and it revokes all earlier share issue authorizations as well as authorizations to issue special rights entitling to shares.
Authorizing the Board of Directors to Decide on the Repurchase and/or on the Acceptance as Pledge of the Company’s Own Shares
The General Meeting authorized 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 number of own shares to be repurchased and/or accepted as pledge shall not exceed 10 million shares, which would correspond to approximately 5.62 per cent of all registered shares in the company after the redemption and cancellation of shares has been completed in the manner described above. 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 at a price otherwise 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 for instance by using 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 2020, and it revokes all earlier authorizations to repurchase and/or accept as pledge the company’s own shares.