CITYCON OYJ Stock Exchange Release 20 April 2026 at 16:10 hrs
Citycon Oyj's Annual General Meeting took place today, 20 April 2026. The Annual
General Meeting was held at Eteläesplanadi 2, 00130 Helsinki, at the facilities
of Borenius Attorneys Ltd. The General Meeting approved all the proposals made
by the Board of Directors to the General Meeting.
The General Meeting adopted the company's financial statements and discharged
the members of the Board of Directors and the Chief Executive Officer from
liability for the financial year 2025.
The General Meeting decided that based on the balance sheet to be adopted for
the financial period ended on 31 December 2025, no dividend is distributed by a
resolution of the General Meeting. Nonetheless, the Board of Directors was
authorized to decide, at its discretion, and based on an assessment of the
Company's financial position on the distribution of assets in the manner set
forth below:
Based on this authorization, the maximum total amount of equity repayment
distributed shall not exceed EUR 1.09 per share. Based on the current total
number of issued shares in the Company, the authorization would equal to a
maximum of EUR 200,090,000 in equity repayment.
The authorization is valid until the opening of the next Annual General Meeting.
If the Board of Directors decides to use the authorization, the Board will make
separate resolutions on any distribution of equity repayment, including on the
preliminary record and payment dates for any such equity repayment. The Company
shall make separate announcements of any such Board resolution.
Any equity repayment based on the resolution of the Board of Directors will be
paid to shareholders registered in the Company's shareholders' register
maintained by Euroclear Finland Oy on the record date of the equity repayment.
Remuneration Report for Governing Bodies
The Annual General Meeting decided to adopt the Remuneration Report for the
governing bodies.
Remuneration Policy
The Annual General Meeting decided to adopt the Remuneration Policy.
Members of the Board of Directors and their remuneration
The number of members of the Board of Directors was resolved to be eight. Of the
current members of the Board of Directors, Chaim Katzman, Yehuda (Judah) L.
Angster, F. Scott Ball, Alexandre (Sandy) Koifman, David Lukes, Adi Jemini and
Keren Kalifa were re-elected as members of the Board of Directors. Joanne Sonin
was elected as a new member of the Board of Directors.
The members of the Board of Directors were elected for a term that will continue
until the close of the next Annual General Meeting. The Directors' personal
details are available on the company's website at citycon.com/agm2026.
The General Meeting decided that the remuneration of members of the Board of
Directors would remain the same and the that the Chairman of the Board of
Directors is paid an annual fee of EUR 160,000, the Deputy Chairmen EUR 70,000
and the ordinary members of the Board EUR 50,000. The Chairmen of the Board of
Directors' Committees are paid an additional annual fee of EUR 5,000.
In addition, the Chairmen of the meetings of the Board's Committees shall be
paid a meeting fee of EUR 800 and other Board and Committee members EUR 600 per
meeting, except for the Chairman of the Board, who will be paid no meeting fees.
The members of the Board of Directors will be compensated for accrued travel and
lodging expenses as well as other potential costs related to Board and Committee
work.
Auditor
Deloitte Oy, a firm of authorized public accountants, was re-elected as the
auditor of the company. Deloitte Oy has announced that authorized public
accountant (APA) Anu Servo acts as the auditor with principal responsibility.
The audit fee shall be paid in accordance with the auditor's invoice approved by
the company, and the same applies to the audit fee relating to the verification
of the Company's sustainability report from the financial year 2026.
In addition, on the condition that the company is obliged to or otherwise
decides to prepare a sustainability report for the financial year 2026, it was
decided that Deloitte Oy, authorized Sustainability Audit Firm, would be elected
as the company's sustainability reporting assurer. Deloitte Oy has informed that
Authorized Public Accountant (KHT), Authorized Sustainability Auditor (KRT) Anu
Servo would act as the sustainability reporting auditor with principal
responsibility.
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 authorized the Board of Directors 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 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 8.72 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 and 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 until 30 June 2027, and it revokes all earlier share
issue authorizations as well as authorizations to issue special rights entitling
to shares.
Authorizing the Board of Directors to decide on the repurchase and/or on the
acceptance as pledge of the company's own shares
The General Meeting authorized the Board of Directors to decide on the
repurchase and/or on the acceptance of the company's own shares as pledge 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 16.34 percent
of all registered shares in the Company. Only the unrestricted equity of the
Company can be used to repurchase own shares based on 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 on 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 for example
either through an offer to all shareholders on equal terms or through other
means and otherwise than in
proportion to the shareholdings of the shareholders (directed repurchase), or by
other means and for purposes decided by the Board of Directors.
The authorization is valid until the close of next Annual General Meeting,
however no longer than until 30 June 2027, and it revokes all earlier
authorizations to repurchase and/or accept as pledge the Company's owns shares.
CITYCON OYJ
For further information, please contact:
Hilik Attias
CFO
Tel. +358 40 688 8580
hilik.attias@citycon.com
Contact requests through:
Anni Torkko
Director, Group Corporate Analysis & IR
Tel. +358 45 358 0570
anni.torkko@citycon.com
Citycon is a leading owner, manager and developer of mixed-use real estate
featuring modern, necessity-based retail with residential, office and municipal
service spaces that enhance the communities in which they operate. Citycon is
committed to sustainable property management in the Nordic region with assets
that total approximately EUR 3.8 billion. Our centres are located in urban hubs
in the heart of vibrant communities with direct connections to public transport
and anchored by grocery, healthcare and other services that cater to the
everyday needs of customers.
Citycon's shares are listed on Nasdaq Helsinki Ltd.
www.citycon.com