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 consolidated financial statements
and the parent company's financial statements for the financial year
2008 and discharged the members of the Board of Directors and the
Chief Executive Officer from liability. The AGM decided on a dividend
of EUR 0.04 per share for the financial year 2008 and, in addition,
on equity return of EUR 0.10 per share from the invested unrestricted
equity fund. Record date for the dividend payment and equity return
is 23 March 2009 and the dividend and equity return will be paid on 3
April 2009. In addition to the re-election of the former members of
the Board of Directors, Ms Ariella Zochovitzky was elected as a new
member to the Board. In addition, the AGM approved the Board of
Directors' proposal for partial amendments to the company's Articles
of Association as well as authorised the Board to decide on an
acquisition of the company's own shares.
Board members and their remuneration
The number of Board members increased from eight to nine and Amir
Bernstein, Gideon Bolotowsky, Raimo Korpinen, Tuomo Lähdesmäki, Claes
Ottosson, Dor J. Segal, Thomas W. Wernink and Per-Håkan Westin were
re-elected to the Board for a one-year term. Ms Ariella Zochovitzky,
B.A., CPA and MBA, born in 1957, was elected as a new member to the
Board. Ms Ariella Zochovitzky is an Israeli citizen.
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 as the chief auditor.
Partial amendments to the Articles of Association
In accordance with the proposal by the Board of Directors, the AGM
decided to amend the Article 4 of the company's Articles of
Association in respect of the maximum number of members of the Board
of Directors so that the maximum number of members is ten. The AGM
also decided to amend the Article 11 in respect of the publication of
the notice to a general meeting so that the notice shall be published
no later than 21 days before the meeting on the company's website,
too.
Authorising the Board of Directors to resolve on the acquisition of
the company's own shares
The AGM authorised the Board to resolve on acquiring a maximum of
20,000,000 of the company's own shares by using unrestricted equity
through public trading on the NASDAQ OMX Helsinki Ltd at the market
price prevailing at the time of the acquisition. The shares shall be
acquired to improve the company's capital structure or to be used in
financing or implementation of potential acquisitions or other
corporate transactions. The company may hold, convey or cancel the
shares for said purposes. The Board was authorised to decide on other
terms and conditions related to the acquisition of the company's own
shares. The acquisition authorisation will be valid until the next
Annual General Meeting.
Helsinki, 18 March 2009
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