Citycon Oyj — Proxy Solicitation & Information Statement 2022

Feb 21, 2022

Notice to the Annual General Meeting of Citycon Oyj

Notice to the Annual General Meeting of Citycon Oyj

Citycon Oyj   Stock Exchange Release   21 February 2022 at 15:05 hrs

The Annual General Meeting of Citycon Oyj will be held on Tuesday, 22 March 2022
at 12:00 noon. The meeting will be held under special arrangements without
shareholders’ or their proxy representatives’ presence at the headquarters of
Citycon Oyj, at the address Piispansilta 9 A, FI-02230 Espoo, Finland.
The Board of Directors of Citycon Oyj has resolved on exceptional meeting
procedures based on the temporary legislative act to limit the spread of the
Covid-19 pandemic (375/2021). In order to ensure the health and safety of the
shareholders, employees and other stakeholders of the company, the Annual
General Meeting will be organized without shareholders’ and their proxy
representatives’ presence at the Annual General Meeting venue. Shareholders can
participate in the Annual General Meeting and use their shareholder rights in
connection with the Annual General Meeting 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. For
further instructions, please refer to Section C. “Instructions for the
Participants in the General Meeting” of this notice.
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
Chaim Katzman, CEO F. Scott Ball and CFO Bret D. McLeod will be published on the
company’s website on 22 March 2022. The presentations are not a part of the
Annual General Meeting.
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 Klaus Ilmonen will act as the Chairman of the Annual General
Meeting. If due to weighty reasons Klaus Ilmonen is not able to act as the
Chairman, the Board of Directors shall appoint another person it deems most
suitable to act as the Chairman.
3. Election of Persons to Scrutinize the Minutes and to Supervise the Counting
of Votes
The company’s Senior Legal Counsel Leena Rentola will scrutinize the minutes and
supervise the counting of votes at the Annual General Meeting. Should Leena
Rentola for a weighty reason not be able to attend these tasks, the company’s
Board of Directors will appoint another person that it deems most suitable to
scrutinize the minutes and supervise the counting of votes.
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 Euroclear
Finland Oy.
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 17 February 2022,
which includes the company’s Financial Statements, the Report of the Board of
Directors, and the Auditor’s Report, and has been made available on the
company’s website at citycon.com/agm2022, will be deemed to have been presented
to the Annual General Meeting.
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 Invested Unrestricted Equity Fund
The Board of Directors proposes that based on the balance sheet to be adopted
for the financial period ended on 31 December 2021, no dividend is distributed
by a resolution of the Annual General Meeting.
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 EUR 0.5
per share. Based on the current total number of issued shares in the company,
the authorization would equal to a maximum of EUR 84,004,470 in equity
repayment.
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
31 March 2022 24 March 2022
30 June 2022 23 June 2022
30 September 2022 23 September 2022
30 December 2022 15 December 2022

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 Euroclear Finland Oy on the record date of the equity repayment.
As the balance sheet to be adopted for the financial period ended on 31 December
2021 does not indicate profit for the period, shareholders do not have the right
to demand minority dividend pursuant to Chapter 13 Section 7 of the Finnish
Limited Liability Companies Act.
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 Nomination and
Remuneration Committee that the remuneration of members of the Board of
Directors would remain the same and the Chairman of the Board of Directors be
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 would be paid an additional annual fee of EUR 5,000.
It is proposed that 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, with the exception of the Chairman of the Board, who shall be paid
no meeting fees and the CEO, who shall be paid no annual or meeting fees for his
Board of Directors’ position.
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 Nomination and
Remuneration Committee that the number of members of the Board of Directors
shall be eight.
13. Election of the Members of the Board of Directors
The Board of Directors proposes on the recommendation of the Nomination and
Remuneration Committee that current members of the Board of Directors Chaim
Katzman, Yehuda (Judah) L. Angster, F. Scott Ball, Zvi Gordon, Alexandre (Sandy)
Koifman, David Lukes, Per-Anders Ovin and Ljudmila Popova be re-elected.
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 F. Scott Ball, are independent of the
company. All candidates, with the exception of Chaim Katzman and Zvi Gordon, are
independent of the company’s significant shareholders.
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 Audit and
Governance Committee that the audit fee be paid in accordance with the auditor’s
invoice approved by the company.
15. Election of the Auditor
On the recommendation of the Audit and Governance Committee, the Board of
Directors proposes that the company's present auditor Ernst & Young Oy, a firm
of authorized public accountants, be re-elected as the auditor. Ernst & Young Oy
has announced that APA Antti Suominen would act as the auditor with principal
responsibility.
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 30 June 2023, and it revokes all earlier share issue
authorizations as well as authorizations to issue special rights entitling to
shares.
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 30 June 2023, and it revokes all earlier
authorizations to repurchase and/or accept as pledge the company’s owns shares.
18. Closing of the Meeting
B. Documents of the General Meeting
Citycon Oyj’s Financial Statements, the Report of the Board of Directors, the
Auditor’s Report, the Remuneration Report, the proposals for the decisions on
the agenda of the Annual General Meeting, and this notice will be available on
the company’s website at citycon.com/agm2022 on 21 February 2022. Copies of
these documents and this notice will be sent to shareholders upon request.
Minutes of the Annual General Meeting will be available on the aforementioned
website as of 5 April 2022 at the latest.
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 Euroclear Finland Oy on 10 March 2022 has the right to participate
in the general meeting. A shareholder, whose shares are registered on his/her
personal Finnish book-entry account, is registered in the company's
shareholders’ register. Instructions for holders of nominee-registered shares
are set out below under Section C4 “Holders of nominee-registered shares”.
2. Registration and voting in advance
Registration for the General Meeting and advance voting will begin on 28
February 2022 at 9:00 a.m. (EET), when the deadline for submitting
counterproposals to be put to a vote has expired. A shareholder who is
registered in the company’s shareholders’ register and who wishes to participate
in the General Meeting, must register for the General Meeting and vote in
advance no later than by 15 March 2022 at 4:00 p.m. (EET), by which time the
votes must have been received.
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 28 February 2022 at 9:00 a.m. (EET) until 15 March
2022 at 4:00 p.m. (EET) by the following means:

a. 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.
b. 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 to Euroclear Finland Oy,
Yhtiökokous/Citycon Oyj, P.O. Box 1110, FI-00101 Helsinki.

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 28
February 2022 at 9:00 a.m. (EET).
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 28 February 2022 onwards. Proxy documents
and advance voting forms should be delivered to Euroclear Finland Oy by mail to
Euroclear Finland Oy, Yhtiökokous/Citycon Oyj, P.O Box 1110, FI-00101 Helsinki
or by email to yhtiokokous@euroclear.eu before the last date for registration
and advance voting, by which time the documents must be received.
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 Euroclear Finland Oy’s
general meeting service. In this case, the shareholder that is legal person
authorizes an assignee nominated by it in the Suomi.fi service at suomi.fi/e
-authorizations using the authorization topic “Representation at the General
Meeting”. The assignee must identify himself/herself with strong electronic
authentication in Euroclear Finland Oy's general meeting service when
registering, after which the electronic mandate is automatically checked. The
strong electronic authentication works with personal bank IDs or a mobile
certificate. More information on suomi.fi/e-authorizations.
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 10 March 2022, would be entitled to be
registered in the company’s shareholders’ register maintained by Euroclear
Finland Oy. In addition, the right to participate in the general meeting
requires that the shareholder has, on the basis of such shares, been temporarily
registered in the shareholders’ register maintained by Euroclear Finland Oy not
later than 17 March 2022 at 10:00 a.m. (EET). As regards nominee registered
shares this constitutes due registration for the general meeting.
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 24 February 2022 at 4:00 p.m. (EET), by which time the
counterproposals must be received by the company.
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 28
February 2022 at the latest.
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 8 March 2022 at 4:00 p.m. (EET), by
which time the questions must be received by the company.
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 11 March 2022 at the latest.
In connection with asking questions, shareholders are required to provide
adequate evidence of their shareholding.
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, 21 February 2022, Citycon Oyj has
168,008,940 shares and votes.

CITYCON OYJ
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
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 4.5 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 has investment-grade credit ratings from Moody's (Baa3), Fitch (BBB-)
and Standard & Poor's (BBB-). Citycon Oyj’s shares are listed on Nasdaq
Helsinki.

www.citycon.com