CITYCON OYJ STOCK EXCHANGE RELEASE 17 MARCH 2005 AT 1:00 P.M.
Notice of
Citycon Oyj's Annual General Meeting
The shareholders of Citycon Oyj are
hereby summoned to the Annual General Meeting
to be held on Tuesday, 5 April
2005 at 10 a.m. at Kansallissali, Aleksanterinkatu
44, Helsinki,
Finland.
The agenda of the meeting includes the following items as defined
in the Article
10 of the Articles of Association as well as the following
proposals by the Board
of Directors and its committees:
1. Presentation of
the annual accounts
2. Adoption of the income statements and balance
sheets
3. Distribution of dividend
The Board of Directors proposes that a
dividend of EUR 0.14 per share be
distributed for 2004. The dividend will be
paid to a shareholder registered in
the company's shareholder register
maintained by Finnish Central Securities
Depository Ltd on the record date 8
April 2005. Treasury shares are not entitled
to dividend. The dividend will be
paid on 15 April 2005.
4. Discharge from liability to the members of the
Board of Directors and the
Managing Director
5. Remuneration of the members
of the Board of Directors and the auditors
A group of shareholders
representing approx. 39 per cent of the company's shares
and voting rights and
the Nomination Committee propose that the Chairman of the
Board of Directors
be paid an annual fee of EUR 40,000, the Deputy Chairman EUR
30,000 and an
ordinary member EUR 20,000. In addition, it is proposed that the
Chairman will
be paid a meeting fee of EUR 500 and the Deputy Chairman and the
ordinary
members EUR 400 per meeting. The meeting fees will also apply to
Board
committee meetings. The payment of the annual fee to the Finnish members
of the
Board of Directors is conditional upon them signing an undertaking to
acquire
Citycon shares with the amount of the fee remaining after deduction of
applicable
taxes.
The Board of Directors proposes, based on the
recommendation of the Audit
Committee, that the audit fee be paid according to
the auditors' invoice.
6. Number of the members of the Board of Directors
A
group of shareholders representing approx. 39 per cent of the company's
shares
and voting rights and the Nomination Committee propose that the number
of the
Board members remain at the current eight.
7. Election of the
members of the Board of Directors
A group of shareholders representing approx.
39 per cent of the company's shares
and voting rights and the Nomination
Committee propose that Mr Stig-Erik
Bergström, Mr Amir Gal, Mr Raimo Korpinen,
Mr Tuomo Lähdesmäki, Mr Carl G.
Nordman, Mr Claes Ottosson and Mr Dor Segal be
re-elected to the Board until the
end of the next Annual General Meeting. It
is further proposed that Mr Thom
Wernink be elected as a new member to the
Board. Thom Wernink is the Chairman of
EPRA (European Public Real Estate
Association). The above mentioned persons have
given their consent to the
election.
8. Election of the auditors and the deputy auditor
The Board of
Directors proposes, based on the recommendation of the Audit
Committee, that
Ms Tuija Korpelainen and Mr Mikael Holmström, both Authorised
Public
Accountants, be elected as auditors, as well as Ernst & Young Oy, a firm
of
authorised public accountants, as a deputy auditor of the company for
the
financial year 2005. The auditors have consented to their election.
9.
Proposal by the Board of Directors for the amendment to Articles 3 and 12
of
the Articles of Association
The Board of Directors proposes that the
Articles 3 and 12 of the Articles of
Association be amended as follows:
-
Article 3 be amended so that the maximum share capital of the company be
EUR
500,000,000.
- Article 12 be amended so that the notice to a general
meeting be submitted to
the shareholders by means of an advertisement
published in a nationwide newspaper
appearing in Helsinki.
10. Proposal by
the Board of Directors for a reduction of the share capital
The Board of
Directors proposes that the company's share capital be reduced by
EUR
5,229,900 from the current EUR 156,780,033.30 to EUR 151,550,133.30
through
cancellation without payment of 3,874,000 Citycon shares held by the
company. The
reduction of the share capital will be executed by transferring
the total nominal
value of the shares to be cancelled to share premium fund.
The reduction has no
effect on the restricted shareholders' equity.
11.
Proposal by the Board of Directors for a share issue authorisation
The Board
of Directors proposes that the Annual General Meeting authorise the
Board to
decide, at the price and on the terms determined by the Board, to issue
one or
several convertible bonds, issue stock options and increase the
company's
share capital through one or several rights issues in such a way
that the total
increases of the company's share capital based on these issues
do not exceed a
maximum of EUR 31,356,004.50 and that a maximum of 23,226,670
new shares with a
nominal value of EUR 1.35 may be offered.
In connection
with the rights issue, convertible bond issue and stock option
issue, the
company may deviate from the shareholders' pre-emptive subscription
right,
provided that the company has a weighty financial reason for the
deviation,
such as execution of real estate or share purchase transactions or
financing
any other acquisition important for the company's business,
strengthening the
capital structure of the company or expanding the company's
ownership basis.
The Board may not deviate from the shareholders' pre-emptive
subscription
right in favour of anyone belonging to the inner circle of the
company.
If
the share capital is increased through a rights issue, the Board is
authorised
to decide that shares may be subscribed against subscription in
kind or otherwise
on certain terms and conditions or by exercising the right
of set-off.
It is proposed that the authorisation be effective until 5 April
2006.
12. Proposal by the Board of Directors to sell the shares in the joint
book-entry
account
The Board of Directors proposes that the Annual General
Meeting resolve to sell
the company's shares held in the joint book-entry
account for the benefit of
their owners in accordance with Chapter 3a, Article
3a of the Finnish Companies
Act as well as to authorise the Board to take any
and all actions provided by the
law to execute the sale. The company's shares
were entered into the book-entry
securities system in 1994. The number of
shares in the joint book-entry account
per 2 March 2005 was 7,537
corresponding to 0.006 per cent of the total number of
the shares in the
company.
Availability of documents
The Financial Statements and the Board
of Directors' proposals with appendices
will be available for shareholders'
inspection at the corporate head office,
Pohjoisesplanadi 35 AB, Helsinki,
Finland from Tuesday 29 March 2005. Any copies
of these documents will be sent
to a shareholder upon request.
Right to attend the meeting
A shareholder is
entitled to attend the general meeting and exercise his/her
right to vote if
(s)he will have
1. Been registered as the company's shareholder in the
shareholder register,
maintained by Finnish Central Securities Depository Ltd,
on Thursday, 24 March
2005 and
2. Notified the company of his/her attendance
by 4 p.m. on Thursday, 31 March
2005.
A shareholder whose shares have not
been entered into the book-entry securities
system shall have the right to
attend the Annual General Meeting provided that
the shareholder was registered
in the company's shareholder register by 11
February 1994 and that the
shareholder has notified the company of his/her
attendance by 4 p.m. on
Thursday, 31 March 2005. In this case the shareholder
must, upon arrival at
the Annual General Meeting, present his/her share
certificate or other
evidence that the ownership right to the shares has not been
entered into a
book-entry securities account.
Registration in the shareholder register
A
shareholder whose shares have been entered in his/her personal
book-entry
securities account is registered in the company's
shareholder register. A
shareholder whose shares have not been entered in
his/her personal book-entry
securities account (a nominee registered
shareholder) can be temporarily
registered in the shareholder register if
(s)he wishes to attend the meeting.
Such registration should take place
by 24 March 2005.
Registration
A shareholder can notify the company of
his/her attendance by either
- mail addressed to Citycon Oyj, Pohjoisesplanadi
35 AB, FI-00100 Helsinki,
Finland or
- telephone +358 9 680 3670/Raija
Rinne-Ingberg or
- fax +358 9 6803 6788 or
- e-mail to
raija.rinne-ingberg@citycon.fi.
The deadline for registrations is Thursday, 31
March 2005, 4 p.m. Proxies, if
any, should also be submitted by this
deadline.
Helsinki, 17 March 2005
CITYCON OYJ
Board of
Directors
Further information: CEO Petri Olkinuora, tel. +358 9 6803 6738 or
+358 400
333256
Distribution: Helsinki Stock Exchange and main media
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