General Meeting to be held on Thursday, 13 March 2008 at 2.00 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 defined in the
Article 9 of the Articles of Association and Section 3 of Chapter 5
of the Finnish Limited Liability Companies Act, and proposals by the
Board of Directors and its committees:
1. Presentation of the financial statements and the report by the
Board of Directors
2. Presentation of the auditor's report
3. Adoption of the financial statements
4. Resolution on dividend distribution and distribution of assets
from the invested unrestricted equity fund
On the basis of the financial statements to be adopted for the
financial year ending on 31 December 2007, the Board of Directors
proposes that a per-share dividend of EUR 0.04 be paid out from the
retained earnings and that EUR 0.10 per share be returned from the
invested unrestricted equity fund. The Board of Directors proposes
that the dividend and equity return be paid on 2 April 2008. The
dividend and equity return will be paid to a shareholder registered
in the company's shareholders' register on the record date for
dividend distribution and equity return 18 March 2008.
5. Discharge from liability to the members of the Board of Directors
and the Managing Director
6. Remuneration of the members of the Board of Directors and the
The Board of Directors' Nomination Committee proposes that the
Chairman of the Board of Directors be paid an annual fee of EUR
160,000, the Deputy Chairman EUR 60,000 and ordinary members of the
Board EUR 40,000. In addition, it is proposed that the Chairman of
the Board and the Chairmen of the Board's committees be paid a
meeting fee of EUR 700 and the other Board and committee members EUR
500 per meeting.
The Board of Directors proposes, as recommended by the Audit
Committee that the audit fee be paid according to the auditor's
7. Number of the members of the Board of Directors
The Board of Directors' Nomination Committee proposes that the number
of the Board members remain at the current eight.
8. Election of the members of the Board of Directors
The Board of Directors' Nomination Committee proposes that Mr Gideon
Bolotowsky, Mr Raimo Korpinen, Mr Tuomo Lähdesmäki, 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. The
Nomination Committee further proposes that Mr Per-Håkan Westin, M.Sc.
(Eng.), born 1946, and Mr Amir Bernstein, LL.M., born 1969, be
elected as new members to the Board.
Mr Westin is Swedish citizen and has earlier been the Managing
Director of AP Fastigheter AB, one of the largest real estate
companies is Sweden. Mr Amir Bernstein is Israeli citizen and Country
Manager (Switzerland) for an international real-estate investment and
asset management company, but has recently been appointed Gazit-Globe
Ltd.'s Vice President, responsible for their European operations.
Gazit-Globe Ltd. is an Israeli property investment company listed on
the Tel Aviv Stock Exchange and the main shareholder in Citycon Oyj.
Said candidates have given their consent to the election. Additional
information on the candidates is available on the company's website
The current Board members, Mr Carl G. Nordman, Counsellor of Industry
(Hon), and Mr Amir Gal, are no longer available for re-election.
9. Election of the auditor
The Board of Directors proposes, as recommended by the Audit
Committee, that the company's current auditor, Ernst & Young Oy, a
firm of authorised public accountants, be re-elected as the auditor
of the company.
10. Proposal by the Board of Directors to amend the terms and
conditions of option plan 2004
Due to the fact that the Board of Directors proposes to the Annual
General Meeting that, in addition to the dividend distribution, the
company would return equity from the invested unrestricted equity
fund, the Board of Directors proposes that the terms and conditions
of the stock option plan 2004 be amended as follows:
From the share subscription prices of stock options 2004 A/B/C shall,
as per each record date for dividend payment and/or equity return, be
deducted half of the amount of dividends and half of the amounts
returned from the invested unrestricted equity fund. The deductions
shall be undertaken after the commencement of the period for
determination of the share subscription price but before share
It is further proposed that the Board of Directors be authorized to
make the corresponding amendment to the terms and conditions of the
share subscription of the stock option plan 2004.
Financial Statements and Board of Directors' proposals
Citycon Oyj's financial statements and related documents as well as
the proposals by the Board of Directors are available on the
company's website www.citycon.fi/agm2008. These documents are also
available for shareholders' review at the corporate head office in
Helsinki, Finland, and copies of them will be sent to a shareholder
Right to attend the meeting
A shareholder is entitled to attend the Annual General Meeting and
exercise his/her right to vote if (s)he will have
1. Been registered as the company's shareholder in the shareholders'
register, maintained by Finnish Central Securities Depository Ltd, on
Monday, 3 March 2008 and
2. Notified the company of his/her attendance by 4 p.m. on Monday, 10
Registration in the shareholders' register
A shareholder whose shares have been entered in his/her personal
book-entry securities account is registered in the company's
shareholders' register. Shareholders holding nominee-registered
shares who wish to attend the AGM can temporarily be registered in
the shareholders' register. Such registration should take place on 3
March 2008 at the latest. For temporary registration, a shareholder
holding nominee-registered shares should contact his/her account
Registration for the AGM
If you wish to attend the AGM, please notify the company by either
- filling in a registration form on the company's website
- e-mail to email@example.com,
- telephone +358 9 6803 670 / Satu Inkiläinen,
- fax +358 9 6803 6788 or
- mail addressed to Citycon Oyj, AGM, Pohjoisesplanadi 35 AB,
FI-00100 Helsinki, Finland.
Please send any proxies before the end of the registration period.
Shareholders' register available for public review
The company's shareholders' register per the record date for the AGM
is available for public review from 4 March 2008 at Finnish Central
Securities Depository Ltd's customer-service outlet, Urho Kekkosen
katu 5 C, Helsinki.
Helsinki, 22 February 2008
The Board of Directors
For further information, please contact:
Petri Olkinuora, CEO, tel. +358 9 6803 6738 or mobile +358 400 333
OMX Nordic Exchange Helsinki