CITYCON OYJ STOCK EXCHANGE BULLETIN 15 MARCH 2004 at 2.50PM
CITYCON
OYJ'S ANNUAL GENERAL MEETING
Citycon Oyj's Annual General Meeting took place
in Helsinki on
15 March 2004. The Meeting adopted the parent company's and
the
consolidated financial statements for 2003 and discharged the
members
of the Board of Directors and the Chief Executive
Officer from liability. In
accordance with the proposal of the
Board of Directors, the Meeting decided
to approve a dividend
payment of EUR 0.14 for the financial year ended 31
December
2003 on all shares outside the Company's ownership. The record
date for the distribution of dividend is 18 March 2004 and the
dividend
will be paid on 25 March 2004.
The Annual General Meeting decided to appoint
Stig-Erik
Bergström, Carl G. Nordman of the current Board of Directors as
members of the Board of Directors and as new members of the
Board of
Directors Amir Gal, Executive Vice President, Timo
Kankuri, Director, Real
Estate; Managing Director Raimo
Korpinen; Tuomo Lähdesmäki, Msc (Eng), MBA;
and Claes Ottosson,
CEO.
Authorised public accountants Ari Ahti and Jaakko
Nyman, with
authorised public accountants KPMG Wideri Oy Ab as deputy
auditor were re-appointed as the Company's auditors for a
further term of
office.
The Meeting decided that the Chairman of the Board of Directors
shall be paid an annual fee of EUR 26,000 and a fee of EUR 420
for each
meeting, that the Deputy Chairman shall be paid an
annual fee of EUR 16,000
and a fee of EUR 350 for each meeting
and that ordinary members of the Board
of Directors shall be
paid an annual fee of EUR 13,000 and a fee of EUR 350
for each
meeting. Payment of the annual fee is conditional on members of
the Board of Directors signing an undertaking to use the net
part of the
fee to acquire Company's shares. The meeting fee
shall be paid for the
meetings of the Board of Directors as well
as for the meetings of the
committees of the Board of Directors.
In addition, the members of the Board
of Directors residing
outside the Helsinki Metropolitan Area shall be
reimbursed for
the actual travelling and accommodation expenses resulting
from
attending the meetings.
The Annual General Meeting authorised the
Board of Directors to
decide within one year of the Meeting whether to
increase the
Company's share capital by a maximum of EUR 28,464,893.10
through one or more new issues offering a maximum aggregate of
21,085,106
new shares having a nominal value of EUR 1.35. The
authorisation includes the
right to disapply the pre-emption
rights of existing shareholders.
The
Annual General Meeting authorised the Board of Directors to
decide within one
year of the Meeting on the acquisition of the
Company's own shares provided
that the aggregate nominal value
of the shares owned by the Company,
including those already
acquired, does not exceed five per cent (5 %) of the
Company's
share capital and votes after the acquisition. The Company's own
shares may be acquired for use as consideration in any
acquisitions of
property, shares or any other assets important
to the Company's
business.
The Annual General Meeting authorised the Board of Directors to
decide within one year of the Meeting on the conveyance of the
Company's
own shares purchased by virtue of the authorisation
given to the Board of
Directors and of all own shares otherwise
owned by the Company for use, for
example, as consideration in
any acquisitions of property, shares or other
assets important
to the Company's business.
In accordance with the
proposal of the Board of Directors, the
Meeting decided on issuing share
options to personnel of Citycon
Oyj and of its subsidiaries and to a wholly
owned subsidiary of
Citycon Oyj. The existing shareholders' pre-emption
rights may
be waived as the share options are intended to be part of the
group's personnel incentive and commitment system. The number of
share
options will be 3,900,000. Each option will confer the
right to subscribe one
(1) Citycon share. Citycon Oyj's share
capital may, as a result of the share
subscriptions from the
2004 share options, increase by a maximum of EUR
5,265,000 and
the number of shares may rise by a maximum of 3,900,000 new
shares.
In accordance with the proposal of the Board of Directors, the
Meeting decided to amend the sections 4 and 5 of the Articles of
Association. The Company's Board of Directors shall have a
minimum of five
(5) and a maximum of eight (8) members.
The Board of Directors' proposals
approved by the Annual General
Meeting appear in full in the Stock Exchange
bulletin of 12
February 2004.
CITYCON OYJ
Petri Olkinuora
CEO
Further
information is available from:
Mr Petri Olkinuora, CEO, on +358 400 333
256
Distribution:
Helsinki Exchanges and main media
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