The remuneration of the members of the Corporate Management Committee consists of a fixed monetary salary, individually agreed customary fringe benefits (such as a mobile phone, a car and housing and medical benefit as well as relocation cost coverage where applicable), an annual performance bonus as well as long-term remuneration schemes where directed to the members of the Corporate Management Committee. The members of the Corporate Management Committee may be paid separately agreed severance compensations, typically equaling 6-12 months’ salary. The Corporate Management Committee members do not have any individual pension arrangements, instead they are covered by the pension systems of their domiciles in accordance with local practices.
In the performance bonus scheme, the remuneration of the members of the Corporate Management Committee (excl. the CEO) is based on their achievement of the performance target measures as annually determined by the Board of Directors. The performance period equals each financial year. For the financial year 2023, the Corporate Management Committee members' performance target measures are confirmed in six areas: operating operational profit, direct EPRA EPS, general & administrative expenses management, valuations, disposals and personal performance targets. The target measures carry 10–30% weight, as individually determined by the Board of Directors. During a vesting period of the performance bonus scheme, the Board of Directors may, at its sole discretion, amend the terms and conditions of any remuneration plan in such a manner that no considerable unjust enrichment shall occur or even reclaim the reward, if necessary.
Following each performance period, the Board confirms, on the basis of a proposal by the Board’s Nomination and Remuneration Committee, the extent to which the performance criteria have been reached and the amount of performance bonuses to be paid to each member of the Corporate Management Committee. The maximum bonus amount payable based on the annual performance bonus scheme is 60% of the gross annual salary for each member of the Corporate Management Committee. The performance bonus of a Corporate Management Committee member is determined based on the monetary salary of the last month of the calendar year, the performance of which is the basis of the bonus. Bonuses shall be paid in March of the year following the review period.
The wages and salaries paid to other Corporate Management members were EUR 1.1 (1.6) million and share-based payments were EUR 0.0 (0.0) million.
Long-term incentive plans targeted at the management committee (excluding the CEO):
- CFO Restricted Share Unit Plan 2025-2028
The Board of Directors may allocate rewards from the plan during the financial year 2025. The value of the rewards to be paid on the basis of the plan corresponds to a maximum total of 45,000 shares of Citycon Oyj, including also the proportion to be paid in cash.
The rewards will be paid in three equal instalments in September 2026, September 2027 and September 2028. The reward is based on a valid director contract and on the continuity of service.
The reward will be paid partly in Citycon’s shares and partly in cash. The cash proportion of the reward is intended to cover taxes and statutory social security contributions arising from the reward. As a rule, no reward will be paid if the director’s contract terminates before the reward payment.
- Stock Option Plan 2025D-F
The maximum total number of stock options to be issued is 894,924 and they entitle their owners to subscribe for up to an equivalent number of new shares in total in the company or existing shares held by the company. The stock options are issued gratuitously. Of the stock options, 298,308 are marked with the symbol 2025D, 298,308 are marked with the symbol 2025E and 298,308 are marked with the symbol 2025F.
The shares subscribed for with the stock options to be issued will account for a total maximum of 0.49 %of all the company’s shares and votes after possible share subscriptions if new shares are issued in the subscription. As a result of the share subscriptions made with the stock options, the number of shares in the company may increase by a total maximum of 894,924 shares if new shares are issued in the subscription.
The share subscription price for stock options 2025D-F is EUR 3.62 per share.
The share subscription price will be credited to the company’s reserve for invested unrestricted equity.
The share subscription period for stock options is:
- for stock options 2025D, 7 September 2026 – 6 September 2029
- for stock options 2025E, 7 September 2027 – 6 September 2029
- for stock options 2025F, 7 September 2028 – 6 September 2029
The theoretical market value of one (1) stock option 2025D-F is approximately 0. 67 euros. The theoretical market value of the stock options 2025D-F is approximately EUR 600,000 in total. The theoretical market value of a stock option has been calculated by using the Black & Scholes model taking into account the subscription price of the stock option and the following input factors: share price EUR 3.62, risk-free interest rate 2.15%, validity of stock options approximately four years, volatility approximately 18.84 % and expected dividend yield 0%.
The Board of Directors decided on the new stock option plan based on the authorisation given by the Annual General Meeting of Shareholders on 3 April 2025. The Company has a weighty financial reason for the issue of stock options since the stock options are intended to form part of the incentive and commitment program for the Group CEO and other key employees. The target group of the option program currently includes the company’s CEO and one other key employee.
