Citycon Oyj resolved on a directed share issue without consideration for the payment of the remuneration to the Board of Directors

CITYCON OYJ     Stock Exchange Release     17 July 2024 at 19:15

The Annual General Meeting of Citycon Oyj resolved on 19 March 2024 the annual fees for the members of the Board of Directors of Citycon Oyj. The Extraordinary General Meeting of Citycon Oyj resolved on 18 June 2024 that the net amount of the annual fees resolved by the Annual General Meeting for the members of the Board of Directors and Chairmen of the Board of Directors’ Committees, after the deduction of taxes and charges, will be paid in two equal instalments in new or treasury shares of Citycon Oyj.

The Board of Directors of Citycon Oyj resolved, based on the authorization granted by the Annual General Meeting on 19 March 2024, on a directed share issue without consideration to implement the resolutions of the Annual General Meeting on 19 March 2024 and the Extraordinary General Meeting on 18 June 2024. The directed share issue concerns the payment of the first instalment of the annual fees.

A total maximum of 67 636 new shares of the Company will, in deviation from the shareholders’ pre-emptive right, be issued without consideration to the members of the Board of Directors of the Company. The Company has a particularly weighty financial reason for the deviation from the shareholders’ pre-emptive right, as the shares are issued as part of the remuneration of the members of the Board of Directors.

The Annual General Meeting 19 March 2024 resolved 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 will be paid an additional annual fee of EUR 5,000. The net amount of the annual fees, after the deduction of taxes and charges, is paid in shares of Citycon Oyj.

The number of shares directed to the members of the Board is determined by converting half of the Board member's personal annual fees and the additional annual fees of the Chairmen of the Board of Directors’ Committees into shares and a cash portion using the weighted average price of the Company's share on Nasdaq Helsinki Ltd during 27 June 2024 – 11 July 2024. The cash portion is intended to cover the withholding tax on the annual fee of the Board member.

The new shares are estimated to be entered into the Trade Register on 30 July 2024 and applied for public trading on Nasdaq Helsinki Ltd on 31 July 2024. Following the entry of the new shares into the Trade Register, the total number of shares in the Company will be 184 151 840. 

The second instalment of the annual fees will be paid to the members of the Board of Directors in December.

CITYCON OYJ

For further information, please contact:
Sakari Järvelä
Chief Financial Officer
Telephone +358 50 387 8180
[email protected]

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 4.2 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 rating from Standard & Poor's (BBB-). Citycon’s shares are listed on Nasdaq Helsinki Ltd.

www.citycon.com