Citycon Oyj to hold Annual General Meeting on Tuesday, 20 March 2018

Espoo, Finland, 2018-Feb-27 — /EPR Retail News/ — The shareholders of Citycon Oyj are hereby invited to the Annual General Meeting to be held on Tuesday, 20 March 2018 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 2017
– 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 2017, 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 in the manner set forth below.

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
29 March 2018 22 March 2018
29 June 2018 21 June 2018
28 September 2018 20 September 2018
28 December 2018 14 December 2018

The dividend and/or 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 Ltd on the record date of 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 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.

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 nine.

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 of the current members of the Board of Directors Chaim Katzman, Bernd Knobloch, Arnold de Haan, Kirsi Komi, David Lukes, Andrea Orlandi, Per-Anders Ovin and Ariella Zochovitzky be re-elected, and that Ofer Stark 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, Rachel Lavine and Claes Ottosson will leave the Board of Directors.

All candidates have given their consent to the election.

All candidates for the Board of Directors have been presented on the company’s website citycon.com/agm2018. 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 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 Mikko Rytilahti would act as the auditor with principal responsibility.

16. Proposal by the Board of Directors to amend the Articles of Association
The Board of Directors proposes that the Annual General Meeting would resolve to amend the Articles of Association, and especially Articles 2, 4, 8, 9 and 11 of the Articles of Association in the manner described below.

The Board proposes that Article 2 of the Articles of Association be amended to read as follows:

2 § The Company is engaged in buying, selling, owning and managing real estate, buildings, premises or any parts thereof as well as shares and interests in companies entitling to the above-mentioned. The Company is also engaged in leasing and developing of real estate, buildings and premises as well as providing management and management related services for real estate, buildings and premises. The Company can also engage in other operations related to the business operations specified in this section.

The Board proposes that the following amendments are made to Articles 8 and 9 of the Articles of Association:

8 § The General Meeting shall elect one (1) auditor to examine the administration and accounts of the Company. The auditor shall be an authorized audit firm.

9 § The Company’s Annual General Meeting shall be held annually within six (6) months of the expiration of the financial period on a date determined by the Board of Directors.

In addition, the Board proposes that the following additions are made to Articles 4 and 11 of the Articles of Association:

4 § Such Committees prepare designated items for the Board of Directors and resolve on operative matters as may be instructed by the Board of Directors from time to time.

11 § The General Meetings may be held, in addition to the Company’s domicile Helsinki, in Espoo (Finland), Stockholm (Sweden), Oslo (Norway) or Copenhagen (Denmark) as may be resolved by the Board of Directors.

Otherwise, the Board proposes that linguistic corrections are made to the Articles of Association.

The Articles of Association is proposed to be amended to reflect the new Auditing Act and the needs of Citycon Oyj’s Nordic business.

17. 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 in the manner described below.

The number 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 2019.

18. 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 number 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 at a price otherwise 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 for instance by using 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 2019.

19. 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 citycon.com/agm2018 not later than 27 February 2018. 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 3 April 2018 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 Thursday, 8 March 2018 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 15 March 2018 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 citycon.com/agm2018,
– 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, Suomenlahdentie 1, FI-02230 Espoo, 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 8 March 2018, 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 15 March 2018 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 citycon.com/agm2018.

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 citycon.com/agm2018.

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 citycon.com/general-meeting.

On the date of publication of this notice, 23 February 2018, Citycon Oyj has 889,992,628 shares and votes. The company holds 24,767 of the company’s own shares on the date of publication of the notice.

CITYCON OYJ
Board of Directors

Information on the proposed new member of the Board of Directors

Ofer Stark
Born 1972
Israel and US citizen
Main occupation: Architect, entrepreneur

MEDIA CONTACT
Sanna Kostiainen
COMMUNICATIONS MANAGER, FINLAND
+358 400 712 072
sanna.kostiainen (at) citycon.com

Citycon Oyj announces quarterly equity repayment of EUR 0.0325 per share

Helsinki, 2017-Sep-21 — /EPR Retail News/ — The Board of Directors of Citycon Oyj has today (20 September 2017) decided, on the basis of the authorisation by the Annual General Meeting 2017, that an equity repayment of EUR 0.0325 per share be distributed from the invested unrestricted equity fund of the company. The equity repayment 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 equity repayment 22 September 2017. The equity repayment will be paid on 29 September 2017.

Citycon’s Annual General Meeting held on 22 March 2017, resolved to authorise the Board of Directors to decide in its discretion on the distribution of dividend and equity repayment. Based on the authorisation the total amount of the 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 Annual General Meeting 2018.

Following the asset distribution on 29 September 2017, Citycon Oyj has distributed a total dividend and equity repayment of EUR 0.0975 per share during the year 2017 and the remaining authorisation of Citycon’s Board of Directors is EUR 0.0325 per share.

Citycon Oyj (Nasdaq Helsinki: CTY1S) is a leading owner, developer and manager of urban grocery-anchored shopping centres in the Nordic and Baltic regions, managing assets that total EUR 5 billion and with market capitalisation of EUR 2 billion. For more information about Citycon, please visit www.citycon.com

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 50 557 9137
eero.sihvonen@citycon.com

Source: Citycon Oyj

Citycon Oyj announces equity repayment of EUR 0.0325 per share

Helsinki, Finland, 2017-Jun-23 — /EPR Retail News/ — The Board of Directors of Citycon Oyj has today (20 June 2017 ) decided, on the basis of the authorisation by the Annual General Meeting 2017, that an equity repayment of EUR 0.0325 per share be distributed from the invested unrestricted equity fund of the company. The equity repayment will be paid to a shareholder registered in the company’s shareholders’ register maintained by Euroclear Finland Ltd on the record date for the equity repayment 22 June 2017. The equity repayment will be paid on 30 June 2017.

Citycon’s Annual General Meeting held on 22 March 2017, resolved to authorise the Board of Directors to decide in its discretion on the distribution of dividend and equity repayment. Based on the authorisation the total amount of the 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 Annual General Meeting 2018.

Following the asset distribution on 30 June 2017, Citycon Oyj has distributed a total dividend and equity repayment of EUR 0.065 per share during the year 2017 and the remaining authorisation of Citycon’s Board of Directors is EUR 0.065 per share.

Citycon is an owner, developer and manager of urban grocery-anchored shopping centres in the Nordic and Baltic region, managing assets that total EUR 5 billion and with market capitalisation of EUR 2 billion. Citycon is the No. 1 shopping centre owner in Finland and Estonia and among the market leaders in Norway and Sweden. Citycon has also established a foothold in Denmark.

Citycon has investment-grade credit ratings from Moody’s (Baa1) and Standard & Poor’s (BBB). Citycon Oyj’s share is listed in Nasdaq Helsinki.

www.citycon.com

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 50 557 9137
eero.sihvonen@citycon.com

Source: Citycon Oyj

Iso Omena shopping centre in Helsinki completes its extension and (re)development project

Iso Omena shopping centre in Helsinki completes its extension and (re)development project

HELSINKI, Finland, 2017-Apr-21 — /EPR Retail News/ — The second phase of the extension and (re)development project of Iso Omena shopping centre located in Matinkylä, Helsinki area is now complete and the expanded shopping centre opened today, 20 April. Iso Omena is currently almost fully leased, with an occupancy rate of 98%.

Iso Omena has over 100,000 square metres (sq.m.) of gross leasable area, of which retail premises cover 88,000 sq.m. With more than 200 different shops and services, Iso Omena is among Finland’s largest shopping centres.

The end station of the first phase of the Länsimetro metro line and the bus terminal for feeder traffic are located under the shopping centre, which makes Iso Omena a strong public transport hub and the heart of southern Espoo. The catchment area of Iso Omena is developing strongly: by 2030 the population in its primary catchment area is expected to grow by 24%.

Since the opening of the extension’s first phase in August 2016, Iso Omena’s number of visitors and sales have increased by 30%. Citycon expects Iso Omena’s annual footfall to grow to 14.5 million once the entire project is completed. Länsimetro and the bus terminal for feeder traffic will bring 35,000 daily passengers to Iso Omena.
The M.E.E.T concept increases the share of restaurants 

The second phase of the extension saw the opening of Iso Omena’s restaurant world M.E.E.T (Meet, Eat, Enjoy, Together), which houses more than 30 different restaurants. When taking into account the other restaurants in the shopping centre, Iso Omena has around 50 different cafés and restaurants. M.E.E.T is Finland’s largest uniform restaurant area located inside a shopping centre and a new urban meeting place consisting of a variety of high-quality restaurants.

Also the leisure offering sets Iso Omena apart. Finnkino’s new cinema will be directly connected to the M.E.E.T area. The final seal for Iso Omena’s entertainment offering will be the 4,000 sq.m. Dudesons Activity Park, which will open next autumn. It will be the first time for an adventure park to be inside a shopping centre in Finland.

“The share of leisure and restaurants increases to 20% of the gross leasable area at Iso Omena. Customers wanting to combine shopping with eating at a restaurant is an international trend. We want to make our shopping centres into urban crosspoints that offer diverse services for the surrounding communities. Iso Omena is a perfect example of this,” says Jurn Hoeksema, Chief Operating Officer at Citycon.

Several international brands and strong anchors

At the core of Iso Omena’s offering are also strong retail brands. Zara opened its first store in Espoo already in early April. The second phase included the openings of Levi’s Store, L’Occitane and Esprit. Other strong fashion anchors are H&M, Superdry and Peak Performance.

The grocery retail offering in Iso Omena is exceptionally wide. Lidl is today opening a new store on the same level that already includes strong grocery anchors K-Citymarket and Prisma. Groceries cover almost a quarter of Iso Omena’s gross leasable area.

Iso Omena’s new children’s world also opens today. It will include a free playing area and modern childcare facilities, something that our customers have found important. The tenants of the children’s world include for example Polarn O. Pyret, Reima and a BR-Lelut toy store.

Opened in connection with the first phase of the extension, the City of Espoo’s 6,000 sq.m. service square has become a significant anchor tenant. The concept has been a great success and the annual number of visitors is expected to be 1.5 million.

“Iso Omena is an excellent combination of public and private services accompanied by strong retail brands. The shopping centre has been an established shopping venue for a long time. The restaurant world M.E.E.T and extensive entertainment offering form a new cornerstone for Iso Omena and make it the most interesting leisure hub in the Helsinki area,” says Sanna Yliniemi, Commercial Director at Citycon.

Iso Omena’s extension and (re)development project started in early summer 2013. The project lasted for four years and included the construction of approximately 40,000 sq.m. of new gross leasable area. The total investment for the project was EUR 270 million.

The first phase of the extension has received the platinum-level LEED environmental certification.

Additional information:

Jurn Hoeksema, Chief Operating Officer
Tel. +46 70 385 1059
jurn.hoeksema@citycon.com

Sanna Yliniemi, Commercial Director
Tel. +358 41 456 3421
sanna.yliniemi@citycon.com

Citycon Oyj (Nasdaq Helsinki: CTY1S) is a leading owner, developer and manager of urban grocery-anchored shopping centres in the Nordic and Baltic regions, managing assets that total EUR 5 billion and with market capitalisation of EUR 2 billion. For more information about Citycon, please visit www.citycon.com

SOURCE: Citycon Oyj

MEDIA CONTACT

Henrica Ginström
VICE PRESIDENT, IR AND COMMUNICATIONS
+358 50 554 4296
henrica.ginstrom (at) citycon.com

Citycon Oyj announces the appointment of Tom Lisiecki as CDO and member of the Corporate Management Committee

Helsinki, Finland, 2017-Mar-02 — /EPR Retail News/ — Tom Lisiecki has been appointed Citycon Oyj’s Chief Development Officer (CDO) and member of the Corporate Management Committee. Mr. Lisiecki (b. 1979) is a Canadian and Polish citizen and has a Bachelor’s degree in economics from University of Toronto, Canada, and an executive MBA from the Kellogg School of Management, Chicago, USA. He will start in his position in summer.

Tom Lisiecki will be responsible for the property developments and transactions in all Citycon countries.

Tom Lisiecki has served in various roles at TriGranit Development Corporation, most recently as the Chief Investment Officer, and has over ten years of experience in the real estate investments and developments. TriGranit is one of the largest privately owned regional real estate investment, development and management companies operating in Central and Eastern Europe.

Citycon Oyj (Nasdaq Helsinki: CTY1S) is a leading owner, developer and manager of urban grocery-anchored shopping centres in the Nordic and Baltic regions, managing assets that total approximately EUR 5 billion and with market capitalisation of over EUR 2 billion. For more information about Citycon, please visit www.citycon.com

Contact:
Marcel Kokkeel
CEO
Tel. +358 40 154 6760
marcel.kokkeel@citycon.com

Source: Citycon Oyj

Citycon Oyj releases Financial Statements for 2016

Helsinki, Finland, 2017-Feb-09 — /EPR Retail News/ — Citycon Oyj’s Financial Statements for 2016 have been published today. The Financial Statements include the Report by the Board of Directors, Consolidated Financial Statements, Parent Company Financial Statements and Auditor’s Report for the accounting period 1 January – 31 December 2016.

Citycon Oyj has also published its Corporate Governance Statement 2016. The statement is prepared in accordance with the recommendations of the Finnish Corporate Governance Code published by the Finnish Securities Market Association.

The Financial Statements and Corporate Governance Statement are attached to this release and also available on the company’s website at www.citycon.com.

Citycon is an owner, developer and manager of urban grocery-anchored shopping centres in the Nordic and Baltic region, managing assets that total approximately EUR 5 billion and with market capitalisation of over EUR 2 billion. Citycon is the No. 1 shopping centre owner in Finland and among the market leaders in Norway, Sweden and Estonia. Citycon has also established a foothold in Denmark. Citycon has investment-grade credit ratings from Moody’s (Baa1) and Standard & Poor’s (BBB). Citycon Oyj’s share is listed in Nasdaq Helsinki.

Media contacts:

Eero Sihvonen
Executive Vice President and CFO
Tel. +358 50 557 9137
eero.sihvonen@citycon.com

Anu Tuomola
General Counsel and Head of Legal Affairs
Tel. +358 50 414 3280
anu.tuomola@citycon.com

Source: Citycon

Citycon Oyj to hold Annual General Meeting on Wednesday, 22 March 2017

Helsinki, Finland, 2017-Feb-09 — /EPR Retail News/ — 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

Citycon is an owner, developer and manager of urban grocery-anchored shopping centres in the Nordic and Baltic region, managing assets that total approximately EUR 5 billion and with market capitalisation of over EUR 2 billion. Citycon is the No. 1 shopping centre owner in Finland and among the market leaders in Norway, Sweden and Estonia. Citycon has also established a foothold in Denmark. Citycon has investment-grade credit ratings from Moody’s (Baa1) and Standard & Poor’s (BBB). Citycon Oyj’s share is listed in Nasdaq Helsinki.

Media contacts:
Henrica Ginström
Vice President, IR and Communications
+358 50 554 4296
henrica.ginstrom (at) citycon.com

Source: Citycon Oyj

Citycon Oyj declares equity repayment of EUR 0.0375 per share

Helsinki, 2016-Sep-23 — /EPR Retail News/ — The Board of Directors of Citycon Oyj has today ( September 21, 2016 ) decided that an equity repayment of EUR 0.0375 per share be distributed from the invested unrestricted equity fund of the company. The equity repayment will be paid to a shareholder registered in the company’s shareholders’ register maintained by Euroclear Finland Ltd on the record date for the equity repayment September 23, 2016. The equity repayment will be paid on September 30, 2016.

The distribution is based on the authorization by Citycon Oyj’s Annual General Meeting held on March 16, 2016. The total amount of the authorization shall not exceed EUR 0.1125 per share and the authorization is valid until the opening of the Annual General Meeting 2017. Following the equity repayment on September 30, 2016, Citycon Oyj has distributed a total dividend and equity repayment of EUR 0.1125 per share during the year 2016. The remaining authorization of the Board of Directors is EUR 0.0375 per share.

Citycon Oyj (Nasdaq Helsinki: CTY1S) is a leading owner, developer and manager of urban grocery-anchored shopping centres in the Nordic and Baltic regions, managing assets that total EUR 4.7 billion and with market capitalisation of close to EUR 2 billion. For more information about Citycon, please visit www.citycon.com.

For further information, please contact:
Marcel Kokkeel
CEO
Tel. +358 20 766 4521
+358 40 154 6760
marcel.kokkeel@citycon.com

Eero Sihvonen
Executive Vice President and CFO
Tel. +358 20 766 4459
+358 50 557 9137
eero.sihvonen@citycon.com

Source: Citycon Oyj

Citycon Oyj’s disclosure policy updated and is now available in English

Helsinki, Finland, 2015-11-03 — /EPR Retail News/ — Citycon Oyj’s disclosure policy has been updated and is now available in English on the company’s website www.citycon.com/disclosure-policy.

The updates are mainly technical, but include also the removal of the earlier EUR 150 million disclosure threshold set for material investments, divestments and development projects in 2012, as the threshold no longer reflects the current size and business operations of Citycon. The removal of the specific disclosure threshold allows the assessment of the materiality of each project on a case-by-case basis in view of the size and operations of Citycon at the time in question, and taking into account the nature of Citycon’s business. Otherwise the disclosure principles applied by Citycon have been described in the disclosure policy and remain largely unchanged.

For further information, please contact:
Henrica Ginström
Vice President, Investor Relations and Communications
Tel. +358 50 554 4296
henrica.ginstrom@citycon.com

Citycon Oyj (Nasdaq Helsinki: CTY1S) is a leading owner, developer and manager of urban grocery-anchored shopping centres in the Nordic and Baltic regions, managing assets that total close to EUR 5 billion and with market capitalisation of approximately EUR 2 billion. For more information about Citycon, please visit www.citycon.com

SOURCE: CITYCON OYJ