Annual General Meeting 2009
Citycon Oyj's Annual General Meeting (AGM) took place in Helsinki, Finland, on 18 March 2009. The AGM adopted the consolidated financial statements and the parent company's financial statements for the financial year 2008 and discharged the members of the Board of Directors and the Chief Executive Officer from liability. The AGM decided on a dividend of EUR 0.04 per share for the financial year 2008 and, in addition, on equity return of EUR 0.10 per share from the invested unrestricted equity fund. The dividend and equity return were paid on 3 April 2009.
Board members and their remuneration
The number of Board members increased from eight to nine and Amir Bernstein, Gideon Bolotowsky, Raimo Korpinen, Tuomo Lähdesmäki, Claes Ottosson, Dor J. Segal, Thomas W. Wernink and Per-Håkan Westin were re-elected to the Board for a one-year term. Ms Ariella Zochovitzky, B.A., CPA and MBA, born in 1957, was elected as a new member to the Board. Ms Ariella Zochovitzky is an Israeli citizen.
The AGM decided that the remuneration of the members of the Board of Directors remain unchanged and that the Chairman of the Board of Directors be paid an annual fee of EUR 160,000, the Deputy Chairman EUR 60,000 and ordinary members of the Board EUR 40,000. In addition, the AGM decided that the Chairman of the Board and the Chairmen of the Board's committees be paid a meeting fee of EUR 700 and the ordinary Board and committee members EUR 500 per meeting. It was further decided that members of the Board of Directors not residing in the Helsinki Metropolitan Area be compensated accrued travel and lodging expenses as well as other potential costs related to Board work.
Ernst & Young Oy, a firm of authorised public accountants, continues as the auditor of the company with Authorised Public Accountant Tuija Korpelainen as the chief auditor.
Partial amendments to the Articles of Association
In accordance with the proposal by the Board of Directors, the AGM decided to amend the Article 4 of the company's Articles of Association in respect of the maximum number of members of the Board of Directors so that the maximum number of members is ten. The AGM also decided to amend the Article 11 in respect of the publication of the notice to a general meeting so that the notice shall be published no later than 21 days before the meeting on the company's website, too.
Authorising the Board of Directors to resolve on the acquisition of the company's own shares
The AGM authorised the Board to resolve on acquiring a maximum of 20,000,000 of the company's own shares by using unrestricted equity through public trading on the NASDAQ OMX Helsinki Ltd at the market price prevailing at the time of the acquisition. The shares shall be acquired to improve the company's capital structure or to be used in financing or implementation of potential acquisitions or other corporate transactions. The company may hold, convey or cancel the shares for said purposes. The Board was authorised to decide on other terms and conditions related to the acquisition of the company's own shares. The acquisition authorisation will be valid until the next Annual General Meeting.