Citycon Oyj
Resolutions of Citycon Oyj’s Annual General Meeting

Citycon Oyj 

21.03.2012 15:15
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CITYCON OYJ         Stock Exchange Release           21 March 2012 at 16.15 hrs

Citycon Oyj's Annual General Meeting (AGM) took place in Helsinki, Finland,
today. The AGM 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 2011. The AGM decided on a dividend of EUR
0.04 per share for the financial year 2011 and on an equity return of EUR 0.11
per share from the invested unrestricted equity fund. Record date for the
dividend payment and equity return is 26 March 2012 and the dividend and equity
return will be paid on 4 April 2012. 

Members of the Board of Directors and their remuneration

The number of members of the Board of Directors was resolved at ten. Ronen
Ashkenazi, Chaim Katzman, Roger Kempe, Kirsi Komi, Claes Ottosson, Dor J.
Segal, Jorma Sonninen, Per-Håkan Westin and Ariella Zochovitzky were re-elected
to the Board and Bernd Knobloch was elected as a new member to the Board for a
term that will continue until the closing of the next Annual General Meeting.
The Directors' personal details are available on the corporate website at
www.citycon.com/board. 

Thom Wernink, member of the company's Board of Directors since 2005, first as
Deputy Chairman and then as long-time Chairman, was no longer available for
re-election. The company and the company's Board of Directors express their
gratitude to Mr Wernink for his valuable contribution in the company. 

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 Chairmen 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 other 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. 

Auditor

Ernst & Young Oy, a firm of authorised public accountants, was re-elected as
the auditor of the company with Authorised Public Accountant Tuija Korpelainen
continuing as the chief auditor. 

Authorising the Board of Directors to decide on the issuance of shares as well
as the issuance of option rights and other special rights entitling to shares 

As proposed by the Board of Directors, the AGM authorised the Board of
Directors to decide by one or several decisions on the issuance of shares and
special rights entitling to shares and conveyance of own shares held by the
company either against payment or for free. The maximum number of new shares to
be issued and own shares held by the company to be conveyed, including the
shares received on the basis of the special rights, may not exceed 50,000,000
shares. 

The new shares may be issued and the own shares held by the company conveyed to
the company's shareholders in proportion to their current holdings or by means
of a directed share issue, waiving the pre-emptive subscription rights of the
shareholders, if there is a weighty financial reason for the company to do so.
The Board of Directors may also decide on a free share issue to the company
itself. 

The Board of Directors was authorised to decide on any other matters related to
the share issues and to the issuance of option rights and other special rights.
The authorisation will be valid until the next Annual General Meeting. 

Authorising the Board of Directors to decide on the acquisition of the
company's own shares 

As proposed by the Board of Directors, the AGM authorised the Board of
Directors to decide on the acquisition of a maximum of 20,000,000 of the
company's own shares in one or several tranches through public trading on the
NASDAQ OMX Helsinki Ltd at the market price prevailing at the time of the
acquisition by using unrestricted equity. The shares can be acquired to improve
the company's capital structure or to be used in financing or implementation of
potential acquisitions or other corporate transactions 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 was authorised to decide on any other
matters related to the acquisition of own shares. The authorisation will be
valid until the next Annual General Meeting. 

Helsinki, 21 March 2012

CITYCON OYJ
Marcel Kokkeel
CEO

For further information, please contact:
Marcel Kokkeel, CEO
Tel. +358 20 766 4521 or +358 40 154 6760
marcel.kokkeel@citycon.fi

Eero Sihvonen, Executive Vice President and CFO
Tel. +358 20 766 4459 or +358 40 557 9137
eero.sihvonen@citycon.fi

Distribution:
NASDAQ OMX Helsinki
Major media
www.citycon.com
News Source: NASDAQ OMX



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Language:     English
Company:      Citycon Oyj
              
               
              Finland
Phone:        
Fax:          
E-mail:       
Internet:     
ISIN:         FI0009002471
WKN:          
 
End of Announcement                             DGAP News-Service
 
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