Citycon Oyj's Board of Directors' proposals to the AGM
(Thomson Reuters ONE) - CITYCON OYJ Stock Exchange Release 10 February 2010 at 11.00 hrsCitycon Oyj's Board of Directors' proposals to the AGMThe Board of Directors of Citycon Oyj hereby convenes the company's shareholdersto the Annual General Meeting (AGM) to be held at Finlandia Hall, Helsinki,Finland on 11 March 2010 starting at 2.00 p.m. The Board of Directors makes thefollowing proposals to the AGM:- dividend proposal of EUR 0.04 per share and equity return proposal of EUR0.10 per share,- proposal to amend Article 11 of the Articles of Association,- authorisation to acquire a maximum of 20 million own shares and- authorisation to issue a maximum of 150 million new shares.1. Dividend proposal as well as proposal for the distribution of assets from theinvested unrestricted equity fundThe Board of Directors proposes that for the financial year 2009, a per-sharedividend of EUR 0.04 be paid out from the retained earnings and EUR 0.10 pershare be returned from the invested unrestricted equity fund. The dividend andthe equity return will be paid to a shareholder registered in the company'sregister of shareholders maintained by Euroclear Finland Ltd on the record datefor dividend payment and equity return on 16 March 2010. The Board of Directorsproposes that the dividend and equity return be paid on 7 April 2010.2. Proposal by the Board of Directors to amend Article 11 of the Articles ofAssociationThe Board of Directors proposes that Article 11 of the Articles of Associationbe amended in respect of the publication of the notice to a general meeting insuch a manner that the notice is published only on the corporate website(previously also in a newspaper) and in respect of the time of the publicationin such a way that the notice is published at the earliest two months and nolater than three weeks before the meeting, however, at least nine days beforethe record date of the meeting.3. Authorising the Board of Directors to decide on the acquisition of thecompany's own sharesThe Board of Directors proposes that the Annual General Meeting would resolve onauthorising the Board of Directors to decide on the acquisition of a maximum of20,000,000 own shares.The shares shall be acquired otherwise than in proportion to the holdings of theshareholders through public trading on the NASDAQ OMX Helsinki Ltd ("StockExchange") at the market price prevailing at the time of the acquisition byusing unrestricted equity. The shares shall be acquired and paid for inaccordance with the rules of the Stock Exchange and Euroclear Finland Ltd.The shares can be acquired to improve the company's capital structure or to beused in financing or implementation of potential acquisitions or other corporatetransactions or as part of the company's incentive plan. The company may hold,convey or cancel the shares for said purposes.The Board of Directors shall decide on other terms and conditions related to theacquisition of own shares. The acquisition authorisation is proposed to be validuntil the next Annual General Meeting.4. Authorising the Board of Directors to decide on the issuance of shares aswell as the issuance of option rights and other special rights entitling tosharesThe Board of Directors proposes that the Annual General Meeting would resolve onauthorising the Board Directors to decide on issuing of new shares and/orconveying of own shares held by the company as well as issuance of option rightsand other special rights referred to in Chapter 10, Section 1 of the FinnishLimited Liability Companies Act.The proposed authorisation entitles the Board of Directors to issue and/orconvey a maximum of 150,000,000 shares by one or several decisions. Sharespotentially issued by virtue of the option and/or other special rights areincluded in the aforesaid maximum number of shares.By virtue of the authorisation, the Board of Directors also has the right togrant option rights, and/or other special rights referred to in Chapter 10,Section 1 of the Finnish Limited Liability Companies Act, which entitle theirholder to receive new shares or the company's own shares against payment so thatthe price payable for the shares is paid in cash or by using the subscriber'sreceivable for setting off the subscription price.The new shares may be issued and/or the own shares held by the company conveyedto the company's shareholders in proportion to their current holding or by meansof a directed share issue, waiving the pre-emptive subscription rights of theshareholders, if there is a weighty financial reason for the company to do so,such as, the use of the shares for improvement of the company's capitalstructure, financing or implementation of potential acquisitions or othercorporate transactions or, as a part of the company's incentive plan, or forsuch another reason.The Board of Directors may also decide on a free share issue to the companyitself.The new shares may be issued and/or the own shares held by the company conveyedeither against payment or for free. The directed share issue can be for freeonly if there is an especially weighty financial reason for the company to doso, taking the interests of all shareholders into account.The Board of Directors is authorised to decide on any other matters related tothe share issues. The share issue authorisation shall be valid for a period of5 years and it revokes the share issue authorisation given by the Annual GeneralMeeting on 13 March 2007.Notice of the general meeting will be published in Helsingin Sanomat and on thecorporate website at www.citycon.com/agm2010 on 16 February 2010. Citycon Oyj'sFinancial Statements and related documents and the aforementioned proposals bythe Board of Directors in their entirety are available on said website as of thesame date.Amsterdam, 9 February 2010CITYCON OYJBoard of Directors For further information, please contact:Petri Olkinuora, CEOTel. +358 20 766 4401 or mobile +358 400 333 256petri.olkinuora(at)citycon.fiDistribution:NASDAQ OMX HelsinkiMajor mediawww.citycon.com[HUG#1382750]
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Datum: 10.02.2010 - 04:02 Uhr
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