The Annual General Meeting of
The Board of Directors of
The Chairman of the Board of Directors, the members of the Board of Directors, the President and CEO and other management of the company and the Auditor will not attend the Annual General Meeting and no webcast will be provided. Pre-recorded presentations by the company's Chairman of the Board of Directors
A. Matters on the Agenda of the General Meeting
At the Annual General Meeting, the following matters will be considered:
1. Opening of the Meeting
2. Calling the Meeting to Order
Attorney-at-law
3. Election of Persons to Scrutinize the Minutes and to Supervise the Counting of Votes
The company's Senior Legal Counsel
4. Recording the Legality of the Meeting
5. Recording the Attendance and Adopting the List of Votes
Shareholders who have voted in advance in accordance with the instructions set out in this notice and who have the right to attend the Annual General Meeting in accordance with Chapter 5, Sections 6 and 6a of the Finnish Limited Liability Companies Act will be recorded to have attended the General Meeting. The list of votes will be adopted according to the information furnished by
6. Presentation of the Financial Statements, the Report of the Board of Directors and the Auditor's Report for the Year 2021
As shareholders can only participate in the Annual General Meeting by voting in advance, the company's Financial Review 2021 published on
7. Adoption of the Financial Statements
8. 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 Assets from the
The Board of Directors proposes that based on the balance sheet to be adopted for the financial period ended on
Nonetheless, the Board of Directors proposes that the Board of Directors be authorized to decide in its discretion on the distribution of assets from the invested unrestricted equity fund in the manner set forth below.
Based on this authorization, the maximum total amount of equity repayment distributed from the invested unrestricted equity fund shall not exceed
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 |
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
As the balance sheet to be adopted for the financial period ended on
9. Resolution on the Discharge of the Members of the Board of Directors and the CEO from Liability
10. Remuneration Report
The Board of Directors proposes that the Remuneration Report of the company's governing bodies for 2021 be approved. The resolution is advisory in accordance with the Finnish Limited Liability Companies Act.
The Remuneration Report is available on the company's website at citycon.com/agm2022. Since the Annual General Meeting may only be attended by voting in advance, the Remuneration Report of the governing bodies for 2021 is deemed to have been presented to the Annual General Meeting.
11. Resolution on the Remuneration of the Members of the Board of Directors
The Board of Directors proposes on the recommendation of the
It is proposed that the Chairmen of the meetings of the Board's Committees shall be paid a meeting fee of
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
13. Election of the Members of the Board of Directors
The Board of Directors proposes on the recommendation of the
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.
All candidates have given their consent to the election. All candidates of the Board of Directors, with the exception of
All candidates for the Board of Directors have been presented on the company's website at citycon.com/agm2022.
14. Resolution on the Remuneration of the Auditor
The Board of Directors proposes on the recommendation of the
15. Election of the Auditor
On the recommendation of the
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 Limited Liability 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
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 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 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
18. Closing of the Meeting
B. Documents of the General Meeting
C. Instructions for the Participants in the General Meeting
In order to limit the spread of the Covid-19 pandemic, the Annual General Meeting will be organized without the shareholders' and their proxy representatives' presence at the Annual General Meeting venue. Participation over real-time telecommunications or a recording of the Annual General Meeting will not be available. Shareholders can participate in the meeting and use their shareholder rights only by voting in advance (either personally or through a proxy representative), by submitting counterproposals in advance and by asking questions in advance in the manner described below. Proxy representatives must also vote in advance in the manner described below.
1. Right to participate
Each shareholder, who is registered in the company's shareholders' register maintained by
2. Registration and voting in advance
Registration for the General Meeting and advance voting will begin on
A shareholder whose shares are registered on the shareholder's Finnish book-entry account can register and vote in advance on certain matters on the agenda of the General Meeting from
- electronically by utilizing
Euroclear's electronic general meeting service accessible at citycon.com/agm2022. Registering and voting in advance requires strong electronic identification with a bank ID or mobile certificate for natural persons and business ID and the book-entry account number for legal persons. If the shareholders that are legal persons use the electronic Suomi.fi e-authorization, registration requires a strong electronic authentication of the authorized person by using a bank ID or mobile certificate. -
by sending the advance voting form available on the company's website or corresponding information to
Euroclear Finland Oy by email to yhtiokokous@euroclear.eu or by regular mail toEuroclear Finland Oy , Yhtiökokous/Citycon Oyj , P.O. Box 1110, FI-00101Helsinki .
The advance voting form and instructions relating to the advance voting will be available on the company's website at citycon.com/agm2022 no later than on
If a shareholder participates in the Annual General Meeting by voting in advance in accordance with the applicable instructions before the expiry of the registration and advance voting period, this constitutes due registration for the Annual General Meeting, provided that all information required for registration and advance voting is duly provided. No other notification of participation is required for the Annual General Meeting.
In connection with the registration, a shareholder or a proxy representative is required to provide the requested personal information. The personal data given to the company by shareholders and proxy representatives is only used in connection with the Annual General Meeting and with the processing of related necessary registrations.
3. Proxy representatives and powers of attorney
A shareholder may participate in the Annual General Meeting and exercise his/her rights at the meeting by way of proxy representation. Also the proxy representative of a shareholder may only participate by voting in advance in the manner instructed above.
A proxy representative must produce a dated proxy document or otherwise, in a reliable manner, demonstrate his/her right to represent the shareholder at the Annual General Meeting. If a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares in different book-entry accounts, the shares, by which each proxy representative represents the shareholder, shall be identified in connection with the registration for the Annual General Meeting.
Proxy and voting instruction templates will be available on the company's website at citycon.com/agm2022 as from
If a shareholder delivers a proxy to the company in accordance with the applicable instructions before the expiry of the registration and advance voting period, this constitutes due registration for the Annual General Meeting, provided that all required information is included in the proxy documents.
Shareholders that are legal persons can also use the electronic Suomi.fi authorization service instead of the traditional proxy in
Further information will also be available on the company's website at citycon.com/agm2022.
4. 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
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 and see to the voting in advance on behalf of a holder of nominee registered shares before the due date for the registration. Further information on these matters can also be found on the company's website at citycon.com/agm2022.
5. Other instructions and information
Shareholders representing at least one hundredth (1/100) of all the shares in the company have the right to pose counterproposals concerning the matters on the agenda of the Annual General Meeting to be placed for a vote. Such counterproposals shall be delivered to the company by email to legal@citycon.com at the latest by
In connection with making a counterproposal, shareholders are required to provide adequate evidence of their shareholding. A counterproposal is eligible for voting at the Annual General Meeting if the shareholders who have made the counterproposal have the right to attend the meeting and on the record date of the Annual General Meeting represent at least one hundredth (1/100) of all shares in the company. If a counterproposal is not eligible for voting at the Annual General Meeting, the votes given in favour of such a counterproposal will not be taken into account. The company will publish potential counterproposals eligible for voting on the company's website at citycon.com/agm2022 on
A shareholder has the right to ask questions with respect to the matters to be considered at the Annual General Meeting pursuant to Chapter 5, Section 25 of the Finnish Limited Liability Companies Act. Such questions must be sent by email to legal@citycon.com at the latest by
Such questions by shareholders, responses to such questions by the company as well as other counterproposals than those eligible for voting will be available on the company's website at citycon.com/agm2022 on
Changes in the shareholding after the record date of the Annual General Meeting do not affect the right to participate in the meeting or the number of voting rights held in the meeting.
On the date of publication of this notice,
Board of Directors
For further information, please contact:
Sakari Järvelä
Vice President, Corporate Finance and Investor Relations
Tel. +358 50 387 8180
sakari.jarvela@citycon.com
www.citycon.com
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