Citycon Oyj - Notice to general meeting

Notice to the Annual General Meeting of Citycon Oyj

CITYCON OYJ      Stock Exchange Release      9 February 2017 at 09:01 hrs
The shareholders of Citycon Oyj are hereby invited to the Annual General Meeting
to be held on Wednesday, 22 March 2017 at 12.00 noon at Finlandia Hall (Veranda
4 hall), at the address Mannerheimintie 13, Helsinki, Finland (entrance through
doors M4 and K4). The reception of participants who have registered for the
meeting and the distribution of voting tickets will commence at 11.00 a.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 and Adopting the List of Votes
6. Presentation of the Financial Statements and the Report of the Board of
Directors for the Year 2016
-  Review by the CEO
7. Presentation of the Auditor’s Report
8. Adoption of the Financial Statements
9. Resolution on the Use of the Profit Shown on the Balance Sheet as well as
Authorization of the Board of Directors to Decide on the Distribution of
Dividend and Assets from the Invested Unrestricted Equity Fund
The Board of Directors proposes that based on the balance sheet to be adopted
for the financial period ended on 31 December 2016 no dividend is distributed by
a resolution of the Annual General Meeting.
Nonetheless, the Board of Directors proposes that the Board of Directors be
authorized to decide in its discretion on the distribution of dividend and
assets from the invested unrestricted equity fund as follows.
Based on this authorization 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 authorization is valid until the opening of the next Annual General Meeting.
Unless the Board of Directors decides otherwise for a justified reason, the
authorization will be used to distribute dividend and/or equity repayment four
times during the period of validity of the authorization. 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.
10. Resolution on the Discharge of the Members of the Board of Directors and the
CEO from Liability
11. Resolution on the Remuneration of Members of the Board of Directors
The Board of Directors proposes on the recommendation of the Nomination and
Remuneration Committee 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, it is proposed 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.
12. Resolution on the Number of Members of the Board of Directors
The Board of Directors proposes on the recommendation of the Nomination and
Remuneration Committee that the number of members of the Board of Directors
shall be ten.
13. Election of Members of the Board of Directors
The Board of Directors proposes on the recommendation of the Nomination and
Remuneration Committee that of the current members of the Board of Directors
Chaim Katzman, Bernd Knobloch, Arnold de Haan, Kirsi Komi, Rachel Lavine, Andrea
Orlandi, Claes Ottosson, Per-Anders Ovin and Ariella Zochovitzky be re-elected,
and that David R. Lukes be elected as a new member to the Board of Directors.
The members of the Board of Directors will be elected for a term that will
continue until the close of the next Annual General Meeting. Of the current
Board members, Dor J. Segal will leave the Board of Directors.
All candidates have given their consent to the election.
All candidates have been presented on the company’s website
www.citycon.com/agm2017. In addition, information on the proposed new member of
the Board of Directors is available at the end of this notice.
14. Resolution on the Remuneration of the Auditor
The Board of Directors proposes on the recommendation of the Audit and
Governance Committee that the audit fee be paid according to the auditor’s
invoice.
15. Election of the Auditor
On the recommendation of the Audit and Governance Committee, the Board of
Directors proposes that the company's present auditor Ernst & Young Oy, a firm
of authorized public accountants, be re-elected as the auditor. Ernst & Young Oy
has announced that Mikko Rytilahti, APA would act as the auditor with principal
responsibility.
16. Authorizing the Board of Directors to Decide on the Issuance of Shares as
well as the Issuance of Special Rights Entitling to Shares
The Board of Directors proposes that the Board of Directors be authorized 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 authorization 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 authorization is valid until the close of next Annual General Meeting,
however, no longer than until 30 June 2018.
17. Authorizing the Board of Directors to Decide on the Repurchase and/or on the
Acceptance as Pledge of the Company’s Own Shares
The Board of Directors proposes that the Board of Directors be authorized 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 authorization.
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 authorization is valid until the close of next Annual General Meeting,
however, no longer than until 30 June 2018.
18.Closing of the Meeting
B. Documents of the General Meeting
Citycon Oyj’s Financial Statements, the Report of the Board of Directors and the
Auditor’s Report, the proposals for the decisions on the agenda of the Annual
General Meeting, and this notice are available on the company’s website
www.citycon.com/agm2017. Said documents will also be available at the venue of
the meeting. Minutes of the Annual General Meeting will be available on the
aforementioned website as of 5 April 2017 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 shareholders’ register
maintained by Euroclear Finland Ltd on Friday, 10 March 2017 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
shareholders’ register.
A shareholder, who is registered in the company’s shareholders’ register and
wants to participate in the general meeting, shall register for the meeting by
giving a prior notice of participation not later than 17 March 2017 at 4.00 p.m.
The notice has to be received by the company before the end of the registration
period. Such notice can be given
- on the company’s website www.citycon.com/agm2017,
- by e-mail to legal@citycon.com,
- by telephone +358 20 766 4400 from Mondays to Fridays between 9.00 a.m. and
4.00 p.m., or
- by mail addressed to Citycon Oyj, AGM, Korkeavuorenkatu 35, FI-00130 Helsinki,
Finland.
In connection with the registration, a shareholder is requested to notify
his/her name, personal identification number or business-ID, telephone number as
well as the name of a possible assistant or proxy representative, and 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 (s)he on the record
date of the general meeting, i.e. on 10 March 2017, would be entitled to be
registered in the company’s shareholders’ register 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 shareholders’ register maintained by Euroclear Finland Ltd not
later than 17 March 2017 at 10.00 a.m. As regards nominee registered shares this
constitutes due registration for the general meeting.
A holder of nominee registered shares is advised to request without delay
necessary instructions regarding the temporary registration in the company’s
shareholders’ register, 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 shareholders’ register at the latest by the time stated above. Further
information on these matters can also be found on the company’s website
www.citycon.com/agm2017.
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. Proxy templates are available on the company’s website
www.citycon.com/agm2017.
Possible proxy documents are requested to be submitted to the company by the end
of the registration period.
4. Further instructions/information
Pursuant to Chapter 5, Section 25 of the Finnish 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
shareholder’s rights is available on the company’s website
www.citycon.com/general-meeting.
On the date of publication of this notice, 9 February 2017, Citycon Oyj has
889,992,628 shares and votes. The company or its subsidiaries do not own shares
in the company.

CITYCON OYJ
Board of Directors

Attachments:

02086071.pdf

Citycon_AGM_Notice_2017.pdf