The shareholders of Citycon Oyj are hereby invited to the Annual General Meeting to be held on Thursday, 21 March 2013 at 3.00 p.m. at Finlandia Hall (hall B), Mannerheimintie 13, Helsinki, Finland (entrance through doors M1 and K1). The reception of participants who have registered for the meeting and the distribution of voting tickets will commence at 2.00 p.m.
A. Matters on the Agenda of the General Meeting
Opening of the Meeting
Calling the Meeting to Order
Election of Persons to Scrutinize the Minutes and to Supervise the Counting of Votes
Recording the Legality of the Meeting
Recording the Attendance and Adopting the List of Votes
Presentation of the Financial Statements and the Report of the Board of Directors for the Year 2012
- Review by the CEO
Presentation of the Auditor’s Report
Adoption of the Financial Statements
Resolution on the Use of the Profit Shown on the Balance Sheet and the Payment of Dividend and Resolution on the Distribution of Assets from the Invested Unrestricted Equity Fund
The Board of Directors proposes that for the financial year 2012, a dividend of EUR 0.04 per share be paid from the retained earnings and an equity repayment of EUR 0.11 per share be paid from the invested unrestricted equity fund. The dividend and the equity repayment will be paid to a shareholder registered in the company’s shareholders’ register maintained by Euroclear Finland Ltd on the record date for dividend payment and equity repayment 26 March 2013. The Board of Directors proposes that the dividend and equity repayment be paid on 4 April 2013.
According to the terms and conditions of the issuance of new shares in accordance with the pre-emptive subscription right of shareholders, decided upon by the Board of Directors on 12 February 2013 based on the authorization of the Extraordinary General Meeting of 6 February 2013, such new shares will not entitle their holders to the above proposed dividend payment nor the equity repayment.
Resolution on the Discharge of the Members of the Board of Directors and the CEO from Liability
Resolution on the Remuneration of Members of the Board of Directors
The Board of Directors’ Nomination and Governance Committee proposes that Chairman of the Board of Directors be paid an annual fee of EUR 160,000, Deputy Chairmen EUR 70,000 and 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 Nomination and Governance Committee proposes that Chairmen of the Board’s committees be paid a meeting fee of EUR 800 and other Board and committee members EUR 600 per meeting. Chairman of the Board shall be paid no meeting fees. The Nomination and Governance Committee also proposes 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.
Resolution on the Number of Members of the Board of Directors
The Board of Directors’ Nomination and Governance Committee proposes that the number of members of the Board of Directors shall be ten.
Election of Members of the Board of Directors
The Board of Directors’ Nomination and Governance Committee proposes that the current members of the Board of Directors Ronen Ashkenazi, Chaim Katzman, Bernd Knobloch, Kirsi Komi, Claes Ottosson, Jorma Sonninen, Ariella Zochovitzky and Yuval Yanai be re-elected to the Board and that Karine Ohana and Per-Anders Ovin be elected as new members to the Board for a term that will continue until the close of the next Annual General Meeting. Of the current members, Roger Kempe and Per-Håkan Westin will leave the Board of Directors.
Ms. Karine Ohana (born 1964), M.Sc (Finance), is Partner of OHANA Capital (Investment fund vehicle) and Managing Partner of Ohana & Co., Paris. She is a French citizen.
Mr. Per-Anders Ovin (born 1956), M.Sc (Economics), is Chairman of the Board, Partner and owner of Mengus Stockholm AB. He is also owner of Marrakech Design and Ovin Consulting AB. Mr. Ovin is a Swedish citizen.
Said candidates have given their consent to the election. The candidates’ personal details are available on the company’s website at www.citycon.com.
Resolution on the Remuneration of the Auditor
The Board of Directors’ Audit Committee proposes that the audit fee be paid according to the auditor’s invoice.
Election of the Auditor
The Board of Directors’ Audit Committee proposes that the company's present auditor, Ernst & Young Oy, a firm of authorised public accountants, be re-elected as the auditor of the company. Ernst & Young Oy has announced that Eija Niemi-Nikkola, APA will act as the responsible auditor of the company.
Authorising the Board of Directors to Decide on the Issuance of Shares as well as the Issuance of Special Rights Entitling to Shares
The Board of Directors proposes to the general meeting that the Board of Directors be authorized 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 Finnish Limited Liability Companies Act by one or several decisions as follows.
The amount of shares to be issued shall not exceed 25,000,000 shares. 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 2014.
Authorising the Board of Directors to Decide on the Repurchase and/or on the Acceptance as Pledge of the Company’s Own Shares
The Board of Directors proposes to the general meeting that the Board of Directors be authorized 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 amount of own shares to be repurchased and/or accepted as pledge shall not exceed 20,000,000 shares. 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 otherwise at a price 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 using, inter alia, 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 2014.
Closing of the Meeting
B. Documents of the General Meeting
Citycon Oyj’s Financial Statements, the Report of the Board of Directors and the Auditor’s Report, the proposals for the decisions on the agenda of the Annual General Meeting, and this notice are available on the company’s website www.citycon.com/agm2013. Said documents will also be available at the venue of the meeting. Minutes of the Annual General Meeting will be available on the aforementioned website as of 4 April 2013 at the latest.
C. Instructions for the Participants in the General Meeting
1. Shareholders registered in the shareholders’ register
Each shareholder, who is registered in the company’s shareholders’ register maintained by Euroclear Finland Ltd on Monday, 11 March 2013, has the right to participate in the general meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the company's shareholders’ register.
A shareholder, who is registered in the company’s shareholders’ register and wants to participate in the general meeting, shall register for the meeting by giving a prior notice of participation not later than 18 March 2013 at 4.00 p.m. The notice has to be received by the company before the end of the registration period. Such notice can be given
- on the company’s website www.citycon.com/agm2013,
- by e-mail to firstname.lastname@example.org,
- by telephone +358 20 766 4400 from Mondays to Fridays between 9.00 a.m. and 4.00 p.m.,
- by telefax +358 20 766 4498, or
- by mail addressed to Citycon Oyj, AGM, Korkeavuorenkatu 35, FI-00130 Helsinki, Finland.
In connection with the registration, a shareholder is requested to notify his/her name, personal identification number or business-ID, telephone number as well as the name of a possible assistant or proxy representative, and the personal identification number of the proxy representative. The personal data given to Citycon Oyj is used only in connection with the general meeting and with the processing of related registrations.
The shareholder, his/her authorized representative or proxy representative shall, where necessary, be able to prove his/her identity and/or right of representation.
2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the general meeting by virtue of such shares, based on which (s)he on the record date of the general meeting, i.e. on 11 March 2013, would be entitled to be registered in the company’s shareholders’ register maintained by Euroclear Finland Ltd. In addition, the right to participate in the general meeting requires that the shareholder has, on the basis of such shares, been temporarily registered in the shareholders’ register maintained by Euroclear Finland Ltd not later than 18 March 2013 at 10.00 a.m. As regards nominee registered shares this constitutes due registration for the general meeting.
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the temporary registration in the company’s shareholders’ register, the issuing of proxy documents and registration for the general meeting from his/her custodian bank. The account management organization of the custodian bank shall register a holder of nominee registered shares, who wants to participate in the general meeting, to be temporarily entered in the company’s shareholders’ register at the latest by the time stated above. Further information on these matters can also be found on the company’s website www.citycon.com/agm2013.
3. Proxy representative and proxy documents
A shareholder may participate in the general meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the general meeting. When a shareholder participates in the general meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the general meeting.
Possible proxy documents are requested to be submitted to the company by the end of the registration period.
4. Further instructions/information
Pursuant to Chapter 5, Section 25 of the Finnish Limited Liability Companies Act, a shareholder who is present at the general meeting has the right to request information with respect to the matters to be considered at the meeting.
Further information on matters pertaining to general meeting and on shareholder’s rights is available on the company’s website www.citycon.com/gm.
On the date of publication of this notice, 28 February 2013, Citycon Oyj has 326,880,012 shares and votes. The Company or its subsidiaries do not own shares in the Company.
Helsinki, 27 February 2013
Board of Directors
For further information, please contact:
Eero Sihvonen, Executive Vice President and CFO
Tel. +358 20 766 4459 or +358 50 557 9137
Anu Tuomola, General Counsel and Head of Legal Affairs
Tel. +358 20 766 4427 or +358 50 414 3280
NASDAQ OMX Helsinki