Decisions of Citycon Oyj’s Extraordinary General MeetingCITYCON OYJ Stock Exchange Release 15 June 2015 at 11:00 a.m.
Citycon Oyj’s Extraordinary General Meeting (EGM) took place in Helsinki, Finland, today. The EGM decided, in accordance with the proposal by the Board of Directors, that the Board of Directors be authorized to decide on the issuance of new shares in accordance with the shareholders' pre-emptive rights for the financing of the acquisition of all the shares in Sektor Gruppen AS described in the company’s stock exchange release published on 25 May 2015. The EGM also decided, in accordance with the proposal by the Board of Directors, to authorize the Board of Directors to decide on the issuance of shares as well as the issuance of special rights entitling to shares. The authorizations have been described in more detail below.
Authorizing the Board of Directors to Decide on Issuance of Shares
Citycon Oyj announced on 25 May 2015 that it has signed an agreement to acquire all the shares in Sektor Gruppen AS, Norway’s second largest shopping centre owner and manager (the "Acquisition"). Citycon Oyj intends to finance a part of the Acquisition through a rights issue of approximately EUR 600 million (the "Rights Issue").
The General Meeting decided, in accordance with the proposal of the Board of Directors, that the Board of Directors be authorized to decide on the issuance of new shares for the financing of the Acquisition as follows:
The number of shares to be issued in the Rights Issue shall not exceed 300,000,000 shares, which corresponds to approximately 50.6 percent of all the current shares in the company.
The Rights Issue will be carried out in accordance with the shareholders' pre-emptive rights, i.e. the new shares will be offered for subscription to the shareholders of the company in proportion to their shareholding in the company.
The Board of Directors decides on all other terms and conditions of the Rights Issue, including the allocation of the new shares in any possible secondary subscription.
The authorization is valid until 31 December 2015.
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 decided, in accordance with the proposal of the Board of Directors, 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 number of shares to be issued shall not exceed 120,000,000 shares, which corresponds to approximately 20.2 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 other terms and 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 2016.
The general authorization to decide on the issuance of shares as well as the issuance of special rights entitling to shares resolved upon by the Annual General Meeting on 19 March 2015 was revoked. Authorizations given by the EGM are parallel and both enter into force.
Minutes of the General Meeting will be available on the company’s website at www.citycon.com/egm2015 on 29 June 2015 at the latest.
Helsinki 15.6.2015
CITYCON OYJ
Marcel Kokkeel
CEO
For further information, please contact:
Marcel Kokkeel, CEO
Tel. +358 20 766 4521 or +358 40 154 6760
marcel.kokkeel@citycon.com
Eero Sihvonen, Executive Vice President and CFO
Tel. +358 20 766 4459 or +358 50 557 9137
eero.sihvonen@citycon.com
Citycon is a leading owner, manager and developer of urban grocery-anchored shopping centres in the Nordic and Baltic region, managing assets that total approximately EUR 3.4 billion and with market capitalisation of EUR 1.8 billion. Citycon is the No. 1 shopping centre owner in Finland and Estonia and among the market leaders in Sweden. Citycon has also established a foothold in Denmark. www.citycon.com
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