The Board of Directors of Citycon Oyj hereby convenes the company’s shareholders to the Annual General Meeting (AGM) to be held at Finlandia Hall, Helsinki, Finland on Wednesday, 21 March 2012 starting at 2.00 p.m. The Board of Directors makes the following proposals for the AGM:
- dividend proposal of EUR 0.04 per share and equity return proposal of EUR 0.11 per share,
- authorisation to issue a maximum of 50 million new shares and
- authorisation to acquire a maximum of 20 million own shares.
1. Dividend Proposal as well as Proposal for the Distribution of Assets from the Invested Unrestricted Equity Fund
The Board of Directors proposes that for the financial year 2011, a per-share dividend of EUR 0.04 be paid out from the retained earnings and EUR 0.11 per share be returned from the invested unrestricted equity fund. The dividend and the equity return will be paid to a shareholder registered in the company’s register of shareholders maintained by Euroclear Finland Ltd on the record date for dividend payment and equity return 26 March 2012. The Board of Directors proposes that the dividend and equity return be paid on 4 April 2012.
2. 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
The Board of Directors proposes that the Annual General Meeting would resolve on authorising the Board of Directors to decide on issuing of new shares and/or conveying of own shares held by the company as well as issuance of option rights and other special rights referred to in Chapter 10, Section 1 of the Finnish Limited Liability Companies Act.
The proposed authorisation entitles the Board of Directors to issue and/or convey a maximum of 50,000,000 shares by one or several decisions. The proposed maximum amount corresponds to approximately 18 per cent of all the current shares of the company.
By virtue of the authorisation, the Board of Directors also has the right to grant option rights, and/or other special rights referred to in Chapter 10, Section 1 of the Finnish Limited Liability Companies Act, which entitle their holder to receive new shares or the company's own shares against payment so that the price payable for the shares is paid in cash or by using the subscriber's receivable for setting off the subscription price. Shares potentially issued by virtue of the option and/or other special rights are included in the aforesaid maximum number of shares.
The new shares may be issued and/or the own shares held by the company conveyed to the company’s shareholders in proportion to their current holding 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, such as, the use of the shares for improvement of the company’s capital structure, financing or implementation of potential acquisitions or other corporate transactions or, as a part of the company’s incentive plan, or for any other such reason.
The Board of Directors may also decide on a free share issue to the company itself.
The new shares may be issued and/or the own shares held by the company conveyed either against payment or for free. The directed share issue can be for free only if there is an especially weighty financial reason for the company to do so, taking the interests of all shareholders into account.
The Board of Directors is 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 is proposed to be valid until the next Annual General Meeting.
3. Authorising the Board of Directors to Decide on the Acquisition of the Company’s Own Shares
The Board of Directors proposes that the Annual General Meeting would resolve on authorising 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. The proposed maximum number of the authorisation corresponds to approximately seven per cent of all shares in the company.
The shares shall be acquired otherwise than in proportion to the holdings of the shareholders through public trading on the NASDAQ OMX Helsinki Ltd (“Stock Exchange”) at the market price prevailing at the time of the acquisition by using unrestricted equity. The shares shall be acquired and paid for in accordance with the rules of the Stock Exchange and Euroclear Finland Ltd.
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 shall decide on other terms and conditions related to the acquisition of own shares. The authorisation is proposed to be valid until the next Annual General Meeting.
Notice of the general meeting will be published on the corporate website at www.citycon.com/agm2012 on 21 February 2012. Citycon Oyj’s Financial Statements and related documents as well as the aforementioned proposals by the Board of Directors are available on said website as of the same date.
Helsinki, 7 February 2012
Board of Directors
For further information, please contact:
Marcel Kokkeel, CEO
Tel. +358 20 766 4521 or +358 40 154 6760
Eero Sihvonen, Executive Vice President and CFO
Tel. +358 20 766 4459 or +358 40 557 9137
NASDAQ OMX Helsinki
Citycon Oyj's Board of Directors' Proposals for the AGM
Stock exchange releases - 8 February 2012