Notice of Citycon Oyj's Annual General Meeting
The shareholders of Citycon Oyj are hereby summoned to the Annual General Meeting
to be held on Tuesday, 14 March 2006 at 2 p.m. at Finlandia Hall, Helsinki
Auditorium, Mannerheimintie 13e, Helsinki, Finland (entrance through doors M3 and
K3).
The agenda of the meeting includes the following items as defined in the Article
10 of the Articles of Association as well as the following proposals by the Board
of Directors and its committees:
1. Presentation of the annual accounts
2. Adoption of the income statements and balance sheets
3. Distribution of dividend
The Board of Directors proposes that a dividend of EUR 0.14 per share be
distributed for 2005. The dividend will be paid to a shareholder registered in
the company's shareholder register on the record date for dividend distribution
17 March 2006. The dividend will be paid on 24 March 2006.
4. Discharge from liability to the members of the Board of Directors and the
Managing Director
5. Remuneration of the members of the Board of Directors and the auditors
A shareholder representing approx. 37 per cent of the company's shares and voting
rights and the Board of Directors and its Nomination Committee propose that the
Chairman of the Board of Directors be paid an annual fee of EUR 150,000, the
Deputy Chairman EUR 60,000 and ordinary members of the Board EUR 25,000. It is
proposed that the payment of the annual fee to the Finnish members of the Board
of Directors is conditional upon them signing an undertaking to acquire Citycon
shares with the amount of the fee remaining after deduction of applicable taxes.
In addition, it is proposed that the Chairman be paid a meeting fee of EUR 600
and the Deputy Chairman and the ordinary members EUR 400 per meeting. The meeting
fees will also apply to Board committee meetings.
The Board of Directors proposes, based on the recommendation of the Audit
Committee, that the audit fee be paid according to the auditors' invoice.
6. Number of the members of the Board of Directors
A shareholder representing approx. 37 per cent of the company's shares and voting
rights and the Board of Directors and its Nomination Committee propose that the
number of the Board members remain at the current eight.
7. Election of the members of the Board of Directors
A shareholder representing approx. 37 per cent of the company's shares and voting
rights and the Board of Directors and its Nomination Committee propose that Mr
Amir Gal, Mr Raimo Korpinen, Mr Tuomo Lähdesmäki, Mr Carl G. Nordman, Mr Claes
Ottosson, Mr Dor J. Segal and Mr Thomas W. Wernink be re-elected to the Board
until the end of the next Annual General Meeting. It is further proposed that Mr
Gideon Bolotowsky, M.Sc. (Eng.), born 1947, be elected as a new member to the
Board. Mr Bolotowsky is the CEO and Chairman of the Board of OsakeTieto FSMI Oy,
a Finnish company specialised in equity research. The said persons have given
their consent to the election. Dr Stig-Erik Bergström, the Chairman of the Board
of Directors of Citycon since 2002 and member since 2000, was not available for
re-election.
8. Proposal by the Board of Directors for an amendment to the Articles 8, 9 and
10 of the Articles of Association
The Board of Directors proposes that the Article 9 of the Articles of Association
concerning the company's auditors be amended to the effect that the company has
one auditor that shall be a firm of authorised public accountants accredited by
the Central Chamber of Commerce of Finland in stead of two auditors and one
deputy auditor as earlier. The Board of Directors further proposes some technical
amendments to the Articles 8 and 10 of the Articles of Association resulting from
the change in the number of auditors.
9. Election of the auditor
Provided that the Annual General Meeting approves the Board of Directors'
proposal for the amendment to the Articles of Association as set out in item 8
above, the Board of Directors proposes, based on the recommendation of the Audit
Committee, that Ernst & Young Oy, a firm of authorised public accountants
accredited by the Central Chamber of Commerce of Finland, be elected auditor of
the company for the financial year 2006. The auditor has consented to the
election.
10. Proposal by the Board of Directors for an authorisation to decide on a share
capital increase through a rights issue
The Board of Directors proposes that the Annual General Meeting authorise the
Board to decide on an increase of the company's share capital through one or
several issues of new shares. The share capital may be increased with an
aggregate maximum of EUR 67,500,000 by issuing a maximum of 50,000,000 new shares
with a nominal value of 1.35 each for the subscription by the company's
shareholders. In addition, the Board of Directors proposes that the Annual
General Meeting authorise the Board to decide on the basis for the determination
of the subscription price, the subscription price and other terms and conditions
of the issues. The authorisation does not entitle the Board to deviate from the
pre-emptive subscription right of the shareholders.
The rights issue is intended to be carried out soon after the Annual General
Meeting subject to favourable market conditions, but it is proposed that the
authorisation be effective until 14 March 2007. The rights issue or issues are
intended to be arranged to secure financing of the company's growth strategy and
maintain a strong balance sheet.
11. Proposal by the Board of Directors for an authorisation to decide on a share
capital increase
The Board of Directors proposes that the Annual General Meeting cancel the
authorisation to increase the company's share capital granted to the Board of
Directors by the Annual General Meeting held on 5 April 2005 and authorise the
Board to decide, at a price and on terms determined by the Board, to issue one or
several convertible bonds, to issue stock options and to increase the company's
share capital through one or several share issues in such a way that the
company's share capital may increase with a total maximum of EUR 37,025,733 and
the number of shares with a total maximum of 27,426,468 new shares with a nominal
value of EUR 1.35 each.
In connection with the share capital increase through a share issue, convertible
bond issue or stock option issue, the company may deviate from the shareholders'
pre-emptive subscription right, provided that the company has a weighty financial
reason for the deviation, such as execution of real property or share purchase
transactions or financing other acquisitions important for the company's
business, strengthening the capital structure of the company or expanding the
company's shareholder base. The Board may not deviate from the shareholders' pre-
emptive subscription right in favour of anyone closely related to the company.
If the share capital is increased through a share issue, the Board is authorised
to decide that shares may be subscribed against subscription in kind or otherwise
on certain terms and conditions or by exercising a right of set-off.
It is proposed that the authorisation be effective until 14 March 2007.
Availability of the documents
The Financial Statements and the Board of Directors' proposals with appendices
will be available for shareholders' inspection at the corporate head office,
Pohjoisesplanadi 35 AB, Helsinki, Finland from Tuesday 7 March 2006. Any copies
of these documents will be sent to a shareholder upon request.
Right to attend the meeting
A shareholder is entitled to attend the general meeting and exercise his/her
right to vote if (s)he will have
1. Been registered as the company's shareholder in the shareholder register,
maintained by Finnish Central Securities Depository Ltd, on Friday, 3 March 2006
and
2. Notified the company of his/her attendance by 4 p.m. on Thursday, 9 March
2006.
A shareholder whose shares have not been entered into the book-entry securities
system shall have the right to attend the Annual General Meeting provided that
the shareholder was registered in the company's shareholder register by 11
February 1994 and that the shareholder has notified the company of his/her
attendance by 4 p.m. on Thursday, 9 March 2006. In this case the shareholder
must, upon arrival at the Annual General Meeting, present his/her share
certificate or other evidence that the ownership right to the shares has not been
entered into a book-entry securities account.
Registration in the shareholder register
A shareholder whose shares have been entered in his/her personal book-entry
securities account is registered in the company's shareholder register. A
shareholder holding nominee-registered shares should contact his/her account
manager for registration in the shareholder register if (s)he wishes to attend
the AGM.
Registration for the AGM
If you wish to attend the AGM, please notify the company by either
- mail addressed to Citycon Oyj, Tiina Tahkolahti, Pohjoisesplanadi 35 AB, FI-
00100 Helsinki, Finland or
- telephone +358 9 680 3670 / Tiina Tahkolahti or
- fax +358 9 6803 6788 or
- e-mail to tiina.tahkolahti@citycon.fi
Please send any proxies to the above address by the above deadline.
Shareholder register available for public inspection
The company's shareholder register and the temporary shareholder register for the
shareholders' meeting are available for public inspection from 6 March 2006 at
Finnish Central Securities Depository Ltd's customer-service outlet, Urho
Kekkosen katu 5 C, Helsinki.
Helsinki, 23 February 2006
CITYCON OYJ
Board of Directors
For further information, please contact:
Petri Olkinuora, CEO, tel. +358 9 6803 6738 or
mobile +358 400 333 256
Eero Sihvonen, CFO, tel. +358 9 6803 6730 or
mobile +358 50 557 9137
Distribution:
Helsinki Stock Exchange
Major media
www.citycon.fi