CITYCON OYJ Stock Exchange Release 11 March 2010 at 15.20 hrs
Resolutions of Citycon Oyj's Annual General Meeting
Citycon Oyj's Annual General Meeting (AGM) took place in Helsinki, Finland, today. The AGM adopted the company's financial statements and discharged the members of the Board of Directors and the Chief Executive Officer from liability for the financial year 2009. The AGM decided on a dividend of EUR 0.04 per share for the financial year 2009 and, in addition, on an equity return of EUR 0.10 per share from the invested unrestricted equity fund. Record date for the dividend payment and equity return is 16 March 2010 and the dividend and equity return will be paid on 7 April 2010. In addition, the AGM approved the Board of Directors' proposal for the amendment of Article 11 of the Articles of Association as well as authorised the Board of Directors to decide on the acquisition of the company's own shares. As announced by the company earlier today, the AGM did not discuss the Board of Directors' proposal for share issue authorisation, since the Board of Directors withdrew its proposal before the AGM.
Members of the Board of Directors and their remuneration
The number of members of the Board of Directors was resolved at nine and Ronen Ashkenazi, Gideon Bolotowsky, Raimo Korpinen, Tuomo Lähdesmäki, Claes Ottosson, Dor J. Segal, Thomas W. Wernink, Per-Håkan Westin and Ariella Zochovitzky were re-elected to the Board for a one-year term. The Directors' personal details are available on the corporate website at www.citycon.com/Board.
The AGM decided that the remuneration of the members of the Board of Directors remain unchanged and 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, the AGM decided that the Chairman of the Board and the Chairmen of the Board's committees be paid a meeting fee of EUR 700 and the ordinary Board and committee members EUR 500 per meeting. It was further decided 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.
Auditor
Ernst & Young Oy, a firm of authorised public accountants, continues as the auditor of the company with Authorised Public Accountant Tuija Korpelainen continuing as the chief auditor.
Amendment of Article 11 of the Articles of Association
As proposed by the Board of Directors, the AGM decided to amend the Article 11 of the company's Articles of Association in respect of the publication of the notice to a general meeting in such a manner that the notice is published only on the corporate website (previously also in a newspaper) and in respect of the time of the publication in such a way that the notice is published at the earliest two months and no later than three weeks before the meeting, however, at least nine days before the record date of the meeting.
Authorising the Board of Directors to decide on the acquisition of the company's own shares
As proposed by the Board of Directors, the AGM authorised the Board of Directors to decide on the acquisition of a maximum of 20,000,000 of the company's own shares through public trading on the NASDAQ OMX Helsinki Ltd at the market price prevailing at the time of the acquisition by using unrestricted equity. 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 was authorised to decide on other terms and conditions related to the acquisition of own shares. The authorisation will be valid until the next Annual General Meeting.
Helsinki, 11 March 2010
CITYCON OYJ
Petri Olkinuora
CEO
For further information, please contact:
Petri Olkinuora, CEO
Tel. +358 20 766 4401 or mobile +358 400 333 256
petri.olkinuora@citycon.fi
Distribution:
NASDAQ OMX Helsinki
Major media
www.citycon.com
[HUG#1393023]