Resolutions of Citycon Oyj's Annual General Meeting

21 Mar 2023 12:45 CET

CITYCON OYJ    Stock Exchange Release   21 March 2023 at 13:45 hrs

Citycon Oyj's Annual General Meeting took place today, 21 March 2023.  The
Annual General Meeting was 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.  The General Meeting approved all the proposals made by
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 2022. The General Meeting decided that no
dividend is distributed by a resolution of the Annual General Meeting and
authorized the Board of Directors to decide in its discretion on the
distribution of assets from the invested unrestricted equity fund as follows:
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.


Preliminary payment date Preliminary record date
31 March 2023 24 March 2023
30 June 2023 23 June 2023
29 September 2023 22 September 2023
29 December 2023 20 December 2023

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.
Remuneration Report for Governing Bodies
The Annual General Meeting decided to adopt the Remuneration Report for the
governing bodies.
Members of the Board of Directors and their remuneration
The number of members of the Board of Directors was resolved to be eight. Chaim
Katzman, Yehuda (Judah) L. Angster, F. Scott Ball, Zvi Gordon, Alexandre (Sandy)
Koifman, David Lukes, Per-Anders Ovin and Ljudmila Popova were re-elected to the
Board of Directors for a term that will continue until the close of the next
Annual General Meeting. The Directors' personal details are available on the
company's website at citycon.com/agm2023.
The General Meeting decided that the Chairman of the Board of Directors is 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 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 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. Ernst & Young Oy has announced that authorized public
accountant (APA) Antti Suominen acts as the auditor with principal
responsibility. The audit fee shall be paid in accordance with the auditor's
invoice approved by the company.
Authorizing 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 authorized 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 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.
Authorizing 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 authorized the Board of Directors to decide on the
repurchase and/or on the acceptance of the company's own shares as pledge in one
or several tranches as follows.
The number of own shares to be repurchased and/or accepted as pledge shall not
exceed 30 million shares, which would correspond to approximately 17.86 percent
of all registered 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 market-based price.
Share repurchases remain a potential capital distribution method, along with
other investments, for the Company to distribute capital to enhance value for
all shareholders.
The Board of Directors decides on 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 2024, and it revokes all earlier
authorizations to repurchase and/or accept as pledge the Company's owns shares.
CITYCON OYJ
For further information, please contact:
Sakari Järvelä
Vice President, Corporate Finance and Investor Relations
Tel. +358 50 387 8180
sakari.jarvela@citycon.com
Citycon is a leading owner, manager and developer of mixed-use real estate
featuring modern, necessity-based retail with residential, office and municipal
service spaces that enhance the communities in which they operate. Citycon is
committed to sustainable property management in the Nordic region with assets
that total approximately EUR 4.3 billion. Our centres are located in urban hubs
in the heart of vibrant communities with direct connections to public transport
and anchored by grocery, healthcare and other services that cater to the
everyday needs of customers.
Citycon has investment-grade credit ratings from Moody's (Baa3) and Standard &
Poor's (BBB-). Citycon's shares are listed on Nasdaq Helsinki Ltd.
www.citycon.com

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