(Información remitida por la empresa firmante)
Citycon Oyj Stock Exchange Release 21 February 2023 at 12:00 hrs
HELSINKI, Feb. 21, 2023 /PRNewswire/ — The Annual General Meeting (the “General Meeting”) of Citycon Oyj (the “Company”) will be held on Tuesday, 21 March 2023 at 12:00 noon (EET). The General Meeting will be held without a meeting venue using remote connection in real time, in accordance with Section 11 of the Articles of Association of the Company and Chapter 5, Section 16 Subsection 3 of the Finnish Limited Liability Companies Act. Instructions for participation are provided in section C of this notice.
The Company’s shareholders may also exercise their voting rights by voting in advance. Instructions for advance voting are provided in section C of this notice.
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. 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, the Report of the Board of Directors and the Auditor’s Report for the Year 2022
Review by the CEO and CFO.
The Company’s Financial Statements, the report of the Board of Directors and the Auditor’s report are available on the Company’s website citycon.com/agm2023.
7. Adoption of the Financial Statements
8. 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 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 2022, no dividend is distributed by a resolution of the General Meeting.
Nonetheless, the Board of Directors proposes that the Board of Directors be authorized to decide, in its discretion, on the distribution of assets from the invested unrestricted equity fund in the manner set forth below.
Based on this authorization, the maximum total amount of equity repayment distributed from the invested unrestricted equity fund shall not exceed EUR 0.50 per share. Based on the current total number of issued shares in the Company, the authorization would equal to a maximum of EUR 84,004,470 in equity repayment.
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 equity repayment four times during the period of validity of the authorization. The Board of Directors will make separate resolutions on each distribution of equity repayment so that the preliminary record and payment dates for the equity repayment will be as set out below. The Company shall make separate announcements of each such Board resolution.
The equity repayment based on the resolution of the Board of Directors will be paid to a shareholder registered in the Company’s shareholders’ register maintained by Euroclear Finland Oy on the record date of the equity repayment.
9. Resolution on the Discharge of the Members of the Board of Directors and the CEO from Liability
10. Remuneration Report
The Board of Directors proposes that the Remuneration Report of the Company’s governing bodies for 2022 be approved. The resolution is advisory in accordance with the Finnish Limited Liability Companies Act.
The Remuneration Report is available on the Company’s website citycon.com/agm2023.
11. Resolution on the Remuneration of the Members of the Board of Directors
The Board of Directors proposes on the recommendation of the Nomination and Remuneration Committee that the remuneration of members of the Board of Directors would remain the same and 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.
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, with the exception of the Chairman of the Board, who shall be paid no meeting fees and the CEO, who shall be paid no annual or meeting fees for his Board of Directors’ position.
The members of the Board of Directors shall be compensated for 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 eight (8).
13. Election of the Members of the Board of Directors
The Board of Directors proposes on the recommendation of the Nomination and Remuneration Committee that current members of the Board of Directors Chaim Katzman, Yehuda (Judah) L. Angster, F. Scott Ball, Zvi Gordon, Alexandre (Sandy) Koifman, David Lukes, Per-Anders Ovin and Ljudmila Popova be re-elected.
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.
All candidates have given their consent to the election. All candidates of the Board of Directors, with the exception of F. Scott Ball, are independent of the company. All candidates, with the exception of Chaim Katzman and Zvi Gordon, are independent of the Company’s significant shareholders.
All candidates for the Board of Directors have been presented on the Company’s website at citycon.com/agm2023.
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 in accordance with the auditor’s invoice approved by the Company.
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 APA Antti Suominen 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 Limited Liability Companies Act by one or several decisions in the manner described below.
The number of shares to be issued shall not exceed 16 million shares, which would correspond to approximately 9.52 percent of all registered 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 right by way of a directed issue.
The authorization is valid until the close of the next Annual General Meeting, however, no longer than 30 June 2024, and it revokes all earlier share issue authorizations as well as authorizations to issue special rights entitling to shares.
(CONTINUA)