CITYCON OYJ Stock Exchange Release 17 March 2020 at 11:05 hrs.
Citycon Oyj (“Citycon” or the “Company”) has reported on 13 May 2014 on an agreement between Gazit-Globe Ltd. (“Gazit”) and CPP Investment Board Europe S.à r.l. (“CPPIBE”) regarding certain governance matters relating to Citycon (the “Governance Agreement”).
According to information received by Citycon, the purpose of the Governance Agreement is to agree on a framework for certain governance mechanisms and processes that CPPIBE and Gazit deem would contribute to the effective governance of Citycon in the interest of all of its shareholders.
Gazit and CPPIBE have informed Citycon that they have on March 16, 2020 amended the Governance Agreement to ensure that the majority of the Board of Directors of Citycon shall remain independent of Gazit and CPPIBE also if the number of the Company’s board members is decreased from nine to eight members. According to information received by Citycon, Gazit and CPPIBE have received statements from the Finnish Financial Supervisory Authority based on which, as a result of the amended Governance Agreement, acting in concert as defined under the Finnish Securities Market Act does not need to be reassessed.
Under the Governance Agreement, Gazit and CPPIBE have undertaken, among other, to vote in Citycon’s general meetings in favour of the election of members to the Citycon Board of Directors so that no less than three members of the Board of Directors will be nominated by Gazit and no less than two members will be nominated by CPPIBE. One of the members nominated by CPPIBE shall be independent of both CPPIBE and Citycon, as defined in the Finnish Corporate Governance Code. Pursuant to the amendment to the Governance Agreement, Gazit agrees and undertakes to refrain from, as long as the Board of Directors of Citycon comprises eight directors, including two directors that are not independent of Gazit, proposing or causing an election of a new director who is not independent of Gazit to the Board of Directors of Citycon, unless it is simultaneously proposed or caused that the total number of directors of the Board of Directors of Citycon increases to nine directors.
The amendment agreement shall remain effective until the earlier of (i) a general meeting of shareholders of Citycon has adopted a resolution pursuant to which the number of directors is at least nine or (ii) the governance agreement is no longer in effect in accordance with its terms.
Citycon is a leading owner, manager and developer of urban, grocery-anchored shopping centres in the Nordic region, managing assets that total almost EUR 4.5 billion. Citycon is No. 1 shopping centre owner in Finland and among the market leaders in Norway, Sweden and Estonia. Citycon has also established a foothold in Denmark.
Citycon has investment-grade credit ratings from Moody’s (Baa3) and Standard & Poor’s (BBB-). Citycon Oyj’s share is listed in Nasdaq Helsinki.
