CITYCON OYJ Release 12 February 2009 at 10.20 hrs
The shareholders of Citycon Oyj are hereby summoned to the Annual
General Meeting to be held on Wednesday, 18 March 2009 at 2.00 p.m.
at Finlandia Hall, Helsinki Auditorium, Mannerheimintie 13e,
Helsinki, Finland (entrance through doors M3 and K3). The reception
of preregistered participants will commence at 1.00 p.m.
A. Matters on the agenda of the general meeting
At the general meeting, the following matters will be considered:
1. Opening of the meeting
2. Election of chairman of the meeting
3. Election of minutes-checker and supervisors of vote-counting
4. Recording the legality and quorum of the meeting
5. Recording the attendance and adopting the list of votes
6. The Board of Directors' proposal for partial amendments to the
Articles of Association
6.1 Proposal for the amendment to Article 4 of the Articles of
Association
The Board of Directors proposes that Article 4 of the Articles of
Association be amended in respect of the maximum number of members of
the Board of Directors. The maximum number of members is proposed to
be ten instead of previous eight.
6.2 Proposal for the amendment to Article 11 of the Articles of
Association
The Board of Directors proposes that Article 11 of the Articles of
Association be amended in respect of the publication of the notice to
a general meeting. The notice is proposed to be published no later
than 21 days (previously 17 days) before the meeting on the company's
website and, like earlier, in at least one national newspaper
appearing in Helsinki.
7. Presentation of the financial statements 2008 and the report of
the Board of Directors
- Review by the CEO
8. Presentation of the auditor's report
9. Adoption of the financial statements
10. Resolution on the use of the profit shown on the balance sheet
and the payment of dividend as well as the distribution of assets
from the invested unrestricted equity fund
The Board of Directors proposes that on the basis of the balance
sheet to be adopted for the financial year 2008, a per-share dividend
of EUR 0.04 be paid out from the retained earnings and 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 3 April 2009. The dividend and equity return will be paid to
a shareholder registered in the company's register of shareholders on
the record date for dividend payment and equity return 23 March 2009.
11. Resolution on the discharge of the members of the Board of
Directors and the CEO from liability
12. Resolution on the remuneration of members of the Board of
Directors
The Board of Directors' Nomination Committee proposes 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 Nomination
Committee proposes 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. It is further
proposed 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.
13. Resolution on the number of members of the Board of Directors
The Board of Directors' Nomination Committee proposes that the number
of Board members be resolved at nine instead of previous eight
provided that the general meeting will approve the Board of
Directors' proposal for the amendment of the Articles of Association
presented in item 6.1 above.
14. Election of members of the Board of Directors
The Board of Directors' Nomination Committee proposes that all
current members of the Board of Directors be re-elected to the Board
for a term that will continue until the closing of the next Annual
General Meeting: Mr Amir Bernstein, Mr Gideon Bolotowsky, Mr Raimo
Korpinen, Mr Tuomo Lähdesmäki, Mr Claes Ottosson, Mr Dor J. Segal, Mr
Thomas W. Wernink and Mr Per-Håkan Westin.
The Nomination Committee further proposes, provided that the general
meeting will approve the Board of Directors' proposal for the
amendment of the Articles of Association presented in item 6.1 above
that Ms Ariella Zochovitzky, B.A., CPA and MBA, born in 1957, be
elected as a new member to the Board. Ms Zochovitzky is Israeli
citizen with 20 years' experience in auditing and more than 18 years'
experience of serving as Professional Director at public companies.
At present, she is General Manager and Partner in an Israeli
corporation called C.I.G. Consultant Investments Group Ltd and serves
as a Professional Director at several public companies.
Said candidates have given their consent to the election. The
candidates' personal details are available on the company's website
at www.citycon.com/Board.
15. Resolution on the remuneration of the auditor
The Board of Directors' Audit Committee proposes that the audit fee
be paid according to the auditor's invoice.
16. Election of auditor
The Board of Directors' Audit Committee proposes that the company's
current auditor, Ernst & Young Oy, a firm of authorised public
accountants, be re-elected as the auditor of the company.
17. Authorising the Board of Directors to resolve on the acquisition
of the company's own shares
The Board of Directors proposes that the Annual General Meeting
authorises 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 of Directors proposes that the
Board be authorised to decide on other terms and conditions related
to the acquisition of own shares. The acquisition authorisation is
proposed to be valid until the next Annual General Meeting.
18. Closing of the meeting
B. Documents of the general meeting
Citycon Oyj's financial statements, the report by the Board of
Directors and the auditor's report as well as the proposals by the
Board of Directors and its Committees relating to the agenda of the
general meeting, and this notice are available on the company's
website www.citycon.com/agm2009. Said documents will also be
available at the venue of the meeting, and copies of them and of this
notice will be sent to a shareholder upon request. Minutes of the
general meeting will be available on the aforementioned website as of
1 April 2009 at the latest.
C. Instructions for the participants in the general meeting
1. The right to participate and preregistration
Each shareholder, who is registered in the company's register of
shareholders, maintained by Euroclear Finland Ltd, on Friday, 6 March
2009, has the right to participate in the general meeting. A
shareholder, whose shares are registered on his/her personal
book-entry account, is registered in the company's register of
shareholders. A shareholder, who wants to participate in the general
meeting, shall preregister for the meeting by giving a prior notice
of participation no later than by 4.00 p.m. on Friday, 13 March 2009.
Such notice can be given by either
- filling in a preregistration form on the company's website
www.citycon.com/preregistration,
- e-mail to legal@citycon.fi,
- telephone +358 20 766 4400,
- fax +358 20 766 4499 or
- mail addressed to Citycon Oyj, AGM, Pohjoisesplanadi 35 AB,
FI-00100 Helsinki, Finland.
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.
2. Proxy representative and powers of attorney
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. Possible proxy documents should
be submitted prior to the end of the preregistration period.
3. Holders of nominee registered shares
A holder of nominee registered shares, who wants to participate in
the general meeting, must be entered in the company's register of
shareholders on the record date of the meeting 6 March 2009. A holder
of nominee registered shares is advised to request necessary
instructions regarding the temporary registration in the register of
shareholders, the issuing of proxy documents and preregistration for
the general meeting from his/her custodian bank. Further information
on these matters can also be found on the company's website
www.citycon.com/agm2009.
4. Further instructions/information
Further information on matters pertaining to general meeting and on
shareholder's rights is available on the company's website
www.citycon.com/gm.
On the date of this notice, 11 February 2009, Citycon Oyj has
220,998,989 shares and 220,998,989 votes.
Helsinki, 11 February 2009
CITYCON OYJ
Board of Directors
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.fi
