Citycon Oyj - Decisions of general meeting

Resolutions of Citycon Oyj’s Annual General Meeting

CITYCON OYJ     Stock Exchange Release     22 March 2017 at 14:50 hrs
Citycon Oyj’s Annual General Meeting (AGM) took place in Helsinki, Finland,
today. The General Meeting approved all the proposals of the Board of Directors
to the General Meeting.
The General Meeting 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 2016. The General Meeting decided that no
dividend is distributed by a resolution of the AGM and authorised the Board of
Directors to decide in its discretion on the distribution of dividend and assets
from the invested unrestricted equity fund as follows:

Based on the authorisation the maximum amount of dividend to be distributed
shall not exceed EUR 0.01 per share and the maximum amount of equity repayment
distributed from the invested unrestricted equity fund shall not exceed EUR 0.12
per share.
The authorisation is valid until the opening of the next AGM.
Unless the Board of Directors decides otherwise for a justified reason, the
authorisation will be used to distribute dividend and/or equity repayment four
times during the period of validity of the authorisation. In this case, the
Board of Directors will make separate resolutions on each distribution of the
dividend and/or equity repayment so that the preliminary record and payment
dates will be as stated below. Citycon shall make separate announcements of such
Board resolutions.

Preliminary payment date  Preliminary record date
31 March 2017             24 March 2017
30 June 2017              22 June 2017
29 September 2017         22 September 2017
29 December 2017          14 December 2017

The dividend and/or equity repayment based on a resolution of the Board of
Directors will be paid to a shareholder registered in the company’s
shareholders’ register maintained by Euroclear Finland Ltd on the record date
for the dividend and/or equity repayment.
Members of the Board of Directors and their remuneration
The number of members of the Board of Directors was resolved to be ten. Chaim
Katzman, Bernd Knobloch, Arnold de Haan, Kirsi Komi, Rachel Lavine, Andrea
Orlandi, Claes Ottosson, Per-Anders Ovin and Ariella Zochovitzky were re-elected
to the Board of Directors and David R. Lukes was elected as new member to the
Board of Directors for a term that will continue until the close of the next
AGM. The Directors’ personal details are available on the company’s website at
www.citycon.com/board.
The General Meeting decided that the Chairman of the Board of Directors be paid
an annual fee of EUR 160,000, the Deputy Chairmen EUR 70,000 and the ordinary
members of the Board EUR 50,000. The Chairmen of the Board of Directors’
Committees would be paid an additional annual fee of EUR 5,000.
In addition, the General Meeting decided that the Chairmen of the meetings of
the Board’s Committees shall be paid a meeting fee of EUR 800 and other Board
and Committee members EUR 600 per meeting. The Chairman of the Board shall be
paid no meeting fees.
The members of the Board of Directors shall be compensated accrued travel and
lodging expenses as well as other potential costs related to Board and Committee
work.
Auditor
Ernst & Young Oy, a firm of authorized public accountants, was re-elected as the
auditor of the company with authorised public accountant (APA) Mikko Rytilahti
as the auditor with principal responsibility. The audit fee shall be paid
according to the auditor’s invoice.
Authorising the Board of Directors to decide on the issuance of shares as well
as the issuance of special rights entitling to shares
The General Meeting authorised the Board of Directors to decide on the issuance
of shares as well as the issuance of special rights entitling to shares referred
to in Chapter 10 Section 1 of the Finnish Companies Act by one or several
decisions as follows:
The amount of shares to be issued shall not exceed 85 million shares, which
corresponds to approximately 9.55 percent of all the current shares in the
company. Shares potentially issued by virtue of the special rights entitling to
shares are included in the aforesaid maximum number of shares.
The Board of Directors decides on all the conditions of the issuance of shares
and special rights entitling to shares. The authorisation concerns both the
issuance of new shares as well as the transfer of own shares held by the
company. The issuance of shares and special rights entitling to shares may be
carried out in deviation from the shareholders' pre-emptive rights by way of a
directed issue.
The authorisation is valid until the close of next AGM, however, no longer than
until 30 June 2018.
Authorising the Board of Directors to Decide on the Repurchase and/or on the
Acceptance as Pledge of the Company’s Own Shares
The General Meeting authorised the Board of Directors to decide on the
repurchase and/or on the acceptance as pledge of the company's own shares in one
or several tranches as follows:
The amount of own shares to be repurchased and/or accepted as pledge shall not
exceed 50 million shares, which corresponds to approximately 5.61 per cent of
all the current shares in the company. Only the unrestricted equity of the
company can be used to repurchase own shares on the basis of the authorisation.
Own shares can be repurchased at a price formed in public trading on the date of
the repurchase or otherwise at a price formed on the market.
The Board of Directors decides how own shares will be repurchased and/or
accepted as pledge. Own shares can be repurchased using, inter alia,
derivatives. Own shares can be repurchased otherwise than in proportion to the
shareholdings of the shareholders (directed repurchase).
The authorisation is valid until the close of next AGM, however, no longer than
until 30 June 2018.
Helsinki, 22 March 2017
CITYCON OYJ
For further information, please contact:
Marcel Kokkeel, CEO
Tel. +358 40 154 6760
marcel.kokkeel@citycon.com
Eero Sihvonen, Executive Vice President and CFO
Tel. +358 40 557 9137
eero.sihvonen@citycon.com