The shareholders of Citycon Oyj are hereby invited to an Extraordinary General Meeting to be held on Thursday, 11 October 2012 at 4.00 p.m. in the Paavo Nurmi cabinet at Hotel Kämp, Kluuvikatu 2, 2nd floor, Helsinki, Finland. The reception of registered participants and the distribution of voting tickets will commence at 3.30 p.m.
A. Matters on the Agenda of the General Meeting
1. Opening of the Meeting
2. Calling the Meeting to Order
3. Election of Persons to Scrutinize the Minutes and to Supervise the Counting of Votes
4. Recording the Legality of the Meeting
5. Recording the Attendance at the Meeting and Adoption of the List of Votes
6. Election of a Member of the Board of Directors
The Nomination and Governance Committee of the Board of Directors proposes that Mr. Yuval Yanai be elected as a new member to the Board of Directors for a term that will continue until the closing of the next Annual General Meeting. Mr. Yuval Yanai will replace Mr. Dor J. Segal, who has notified the Board of Directors of his resignation from the Board of Directors as of the date of the Extraordinary General Meeting.
No other changes are proposed to the composition of the Board of Directors. The new member of the Board of Directors will be paid remuneration in accordance with the resolution of the Company’s Annual General Meeting on 21 March 2012 and in proportion to the remaining term of the current Board of Directors as of the date of appointment of the new member.
Mr. Yuval Yanai has given his consent to the election. The candidate’s personal details are available on the Company’s website at http://www.citycon.com/for_investors/gm/egm_2012/.
7. Closing of the Meeting
B. Documents of the General Meeting
The proposal on the agenda of the Extraordinary General Meeting and this notice are available on the Company’s website http://www.citycon.com/for_investors/gm/egm_2012/. Said documents will also be available at the venue of the General Meeting. Minutes of the Extraordinary General Meeting will be available on the above mentioned website as of 25 October 2012 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 register of shareholders, maintained by Euroclear Finland Ltd, on Monday, 1 October 2012, 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 register of shareholders.
A shareholder, who is registered in the Company’s register of shareholders and who wants to participate in the General Meeting, shall register for the Meeting no later than by 8 October 2012 at 4.00 p.m. by giving a prior notice of participation, which has to be received by the company before the end of the registration period. The registration period begins on Monday 10 September 2012 at 9.00 a.m. and notice of participation can be given by:
- a registration form on the Company’s website http://www.citycon.com/for_investors/gm/egm_2012/,
- e-mail to legal@citycon.fi,
- telephone +358 20 766 4400 from Monday to Friday between 9.00 a.m. and 4.00 p.m.,
- telefax +358 20 766 4499, or
- mail addressed to Citycon Oyj, EGM, Pohjoisesplanadi 35 AB, FI-00100 Helsinki, Finland.
In connection with the registration, a shareholder is requested to notify his/her name, personal identification number or business ID, address, telephone number and the name of a possible assistant or proxy representative, as well as 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 he/she on the record date of the General Meeting, i.e. on 1 October 2012, would be entitled to be registered in the Company’s register of shareholders 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 Company’s register of shareholders maintained by Euroclear Finland Ltd no later than by 8 October 2012 at 10.00 a.m. As regards nominee registered shares this constitutes a due registration for the General Meeting.
A holder of nominee registered shares is advised to request without delay the necessary instructions regarding the temporary registration in the Company’s register of shareholders, 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 register of shareholders at the latest by the time stated above.
Further information on these matters can also be found on the Company’s website http://www.citycon.com/for_investors/gm.
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 in originals to Citycon Oyj, EGM, Pohjoisesplanadi 35 AB, FI-00100 Helsinki, Finland by the end of the registration period.
4. Further 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 shareholders’ rights is available on the Company’s website http://www.citycon.com/for_investors/gm.
On the date of publication of this notice, 7 September 2012, the total number of shares and votes in Citycon Oyj is 277,848,010, and the Company does not hold any own share.
Helsinki, 7 September 2012
CITYCON OYJ
Board of Directors
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