Citycon Oyj (CTY1S) Earnings Call Transcript & Summary

Good afternoon. I'm Scott Ball, the Chief Executive Officer of Citycon. These are interesting times. I'd like to thank all of you for participating. Those of you on the phone, on the webcast and the brave souls who are here with us in the auditorium today. We had news from the Finnish government late yesterday afternoon that they considered the situation in Finland severe regarding COVID-19 pandemic. In order to prevent the virus from spreading, they imposed certain restrictions on public events. However, as we have limited amount of shareholders registered to be at the meeting and have taken precautionary measures to be able to ensure health and safety of our shareholders, after due and careful consideration, we decided to keep the statutory meeting but as bare as to the minimum version. We concluded that this way we were able to protect the interest of both the company and its stakeholders. I will use my time later on today to talk more about our response to the coronavirus. And I should note that the full presentation that you -- we're not going to give you today, but the slide presentation is available on our website. So you can go see it there. I'd like to also note that our Board member, Per Ovin, is on the phone as well. So if there are questions later for the Board, Per is available to answer those. We will now move to the second matter on the agenda, calling the meeting to order. I propose that the attorney-at-law, Mr. Mikko Heinonen is elected Chairman of the General Meeting. If there are no other proposals, Mr. Mikko Heinonen has been elected. I would ask him to take his position at the Chairman's desk.

[Interpreted] Thank you for your confidence. I would also like to welcome you all to this meeting. So the CEO, Mr. Scott Ball, opened the meeting and welcomed all the participants, both here in the room and over the phone and webcast. He also said that the company decided to organize this meeting despite the fact that the Finnish government has instructed that public gatherings should not be organized. It is likely that this instruction will only take effect tomorrow, and we don't know yet what the exact content will be. But as there are rather few participants in this meeting. And as the company has already taken precautions, we decided to organize this meeting. Now let's first start with the formalities. I call Legal Counsel, Marjo Westergård, to act as secretary of the meeting.

[Interpreted] I will now explain the procedures to be followed in this Annual General Meeting. The meeting will be conducted in Finnish, but there will be interpretation between English and Finnish. Headphones and receivers are available to participants if they are needed. You can address the meeting, both in English and in Finnish.

Addressed in English, and the meeting will be translated into both Finnish and English, and the headphones have been distributed to the participants for this purpose. [Interpreted] Due to the prevailing restrictions on travel and mobility, the company has received requests to follow the meeting through a video connection. Therefore, the company has decided this time to stream the meeting on the company's website, both in Finnish and in English. And this means that even persons who are not shareholders of the company will be able to follow the meeting through the streaming service. Those who follow the meeting via streaming cannot use their right to ask questions under the Limited Liability Companies Act neither can they participate in voting. The presentations of the CEO and the CFO will be video taped and made available for viewing on Citycon's website. I assume this arrangement is acceptable to the Annual General Meeting. The meeting venue formally comprises this room. And if you want to leave the meeting venue before the meeting has been closed, please hand over your voting ticket to the meeting officials at the door. We shall follow an agenda, which is based on the notice of the meeting. When you speak, please start by stating your name and the name of the organization or shareholder that you may be representing as well as the number of your voting ticket. Please use the microphone that has been placed on the side of the room or actually on both sides of the room, there are microphones. So you'll not need to touch the microphone with your hand, and we will not circulate the microphones. And please turn your mobile phones into the silent mode. The financial statements and the proposals to be dealt within the meeting and other documents and required -- required by the Limited Liability Companies Act and the Security Markets Act have been available to shareholders at the company's website in advance, and these documents are also available here at the meeting. In addition to other shareholders, there are shareholders of nominee registered shares represented by banks, namely, Nordea represents a total of 4,438,729 shares and votes, Skandinaviska Enskilda Banken represents a total of 3,432,444 shares and votes and Svenska Handelsbanken represents a total of 10,000,116 shares and votes. So at most, the total number of votes of the shareholders who have issued advanced or our nominee registered represents -- represent a minority of the shares represented at the meeting, about 11%. Based on advanced registration, as usual, I have understood that the nominee-registered shareholders via their banks have announced that they do not require a vote to be taken out the agenda items where they have decided to oppose proposal or abstain from handling the matter. It will be sufficient that their differing opinion is recorded in the minutes. If this -- if there is no vote at a particular agenda item, the number of abstaining or opposing votes will be recorded in the minutes. And if the summary notes includes opposing votes without a kind of proposal in agenda items in which it is not possible to oppose the proposal without making account of proposal, these votes will not be formally taken into account as opposing votes and will not be recorded in the minutes. I will now check whether [ Obela ] of Nordea still keeps -- holds these instructions as valid and [ hold value ] from SEB, these instructions still valid. Thank you. And Svenska Handelsbanken, Tatu Issakainen, are these instructions still valid? Thank you. Now we'll move to item 3, which is election of persons to scrutinize the minutes and to supervise the counting of votes. According to the Limited Liability Companies Act, meeting minutes shall be signed by the Chairman and at least one scrutinizer of the minutes, and I have been informed that Lassi Ruuska is available to be elected as scrutinizer of the minutes. Thank you. Are there any other proposals for the scrutinizer of the minutes? No. Lassi Ruuska has, therefore, been elected. And just for the sake of certainty, I have been informed that Laura-Maria Jauhiainen and Tatu Issakainen are present and could take on this duty. Are they present? Both are present. And this means that Laura-Maria Jauhiainen, Tatu Issakainen have been elected supervisors of accounting of votes unless there are any other proposals. There don't seem to be any, so they have been elected. On we go to item 4, recording the legality of the meeting. The notice of the meeting was published at the company's website and as a stock exchange release on the 20th of February 2020. According to the notice of the meeting, the deadline for registration to this meeting was the 12th of March 2020 at 1600. In other words, 4 p.m. Holders -- and based on these registrations, we have compiled a list of participants, attending shareholders. And according to my understanding, the procedure of convening the meeting is in compliance with the relevant legislation of the company's articles of Association. Are there any comments? Apparently not. So the Annual General Meeting has been convened in accordance with the rules and regulations and has been legally convened. Item 5, recording the attendance of the meeting and adoption of the list of votes. A list of votes will be compiled of all the attending shareholders to corresponded to the situation. At the start of the meeting, there are total of 254 shareholders represented in the meeting, representing a total of 144,550,869 shares and votes. And this corresponds to approximately 81.2% of the company's shares and votes. And even though there are formally 254 shareholders represented, there are a total of 27 persons on the spot. So there have been a lot of proxies. So this was the list of votes at the moment, at this point of the meeting and there are also the company's CEO, who opened the meeting, and the auditor with principal responsibility, Mikko Rytilahti, who are present. Also, members of the management committee and technical staff, the members of the Board of Directors are absent from the meeting due to travel restrictions. And I think this is quite understandable in these circumstances. As the Chairman of the Board said, it is possible to follow the meeting through webcast so it is also possible for others than only shareholders to follow the meeting. So this will be recorded in the minutes. This brings us to the actual agenda, item 6, presentation of the financial statements and the report of the Board of Directors for the year 2019. And I have understood that these presentations will be relatively short the CEO, Scott Ball; and the CFO, Eero Sihvonen, will give these presentations. The floor is yours.

Thank you, Mikko. So I just -- as I said earlier, I would like to use a few minutes here just to update you on the company's response to the coronavirus. It is obviously the topic of everybody's conversation these days. As you all know, these things are changing as we speak. It's happening very, very rapidly. As of today or as of this minute anyway, we have no shopping centers that are closed, though we have noticed a drop in footfall over this last weekend. I would point out to you that the portfolio that we have has a high propensity of necessity-based goods, including grocery, pharmaceuticals and health care. And so it's not that we're going to be completely resilient, but we're probably in a better position than some others. As we've talked about this internally and with different constituents, there are 4 things that we really are -- that are our focus. The first and #1 priority is the health and well-being of our teams, our tenants and our customers. The second, as mentioned just a minute ago, the fact that we operate necessity-based centers, we believe, provides a moral obligation for us to keep these shopping centers open so that people have access to the goods and services, provided that it's in accordance with the public health officials and what they have said. Third, we are committed to remaining a strong operating company through this time of crisis and beyond. And four, we will get through this. We're going to all pull together and get through it. So some of the steps we've taken as a company so far, we've created an emergency response team. This past week, we established emergency response team that consists of our Head of Communications, our Head of Operations, Head of HR, Head of IT and a representative from each of our offices as well as myself. This team meets every morning to assess what's happened in each country. As mentioned, the facts on the ground are changing rapidly so we have to do this every day. And we coordinate our response to each of our constituents. After we do this, we publish these results on our website for all of our employees, and then we also do a short video. We also have put together a communications team. The communication team meets every afternoon, and that team basically summarizes what's happened in each of the countries and then that reports back to the emergency team each morning. So some specific steps that we've taken, operations, not surprisingly, we've stopped all air travel. We have also implemented homework, work from home, and we have taken steps to increase our VPN capacity so that our system stays intact during this time. We've canceled all of our traffic-generating marketing events in the shopping centers. We've significantly beefed up our cleaning schedules with providers with specific focus on disinfecting touch points, such as elevator buttons, door handles, et cetera. We provided notice to our tenants and vendors that they need to follow guidelines by health agencies and require them to report any potential exposure to us. We're having regular communication with health agencies as well as our peers to ensure we're coordinating all measures taken. We are also requiring any of our staff who travel abroad for personal reasons to inform our HR, both before they leave and upon their return. As more and more travel restrictions are in place, this is becoming less of an issue, as you can imagine. From the leasing standpoint, we've conducted a risk assessment for each country in the event we're required to shut down our centers. We began to get some request for rent relief from some of our tenants, but we are advising at this point, we are not taking any action until we see how this all plays out and see how long this takes. From a development standpoint, we have gotten a risk assessment for the one large project in Lippulaiva from Skanska, our main contractor. We have decided to put all CapEx, besides Lippulaiva, on hold at this point. We have done an analysis on our liquidity position and are in a decent position, thanks in part to the hybrid we issued last year. We are also putting together a sensitivity analysis as it relates to our 2020 forecast. And we have also separated senior management. Now senior management will be split amongst different countries. So Eero and Henrica, our COO, we'll be here in Finland. I will be in Stockholm, assuming that I get on a flight back today. Otherwise, maybe I'll be in Finland. And then our Chief Development Officer is also in Stockholm as well. It's unfortunate that this is happening now. We really had some good momentum, as you all know. We had a strong 2019. Our share performance was clearly very superior. We compared very favorably to our peers. But I would remind you that we have a very resilient portfolio, as mentioned before. And I would tell you that I am very, very impressed with our team in terms of how they pull together during this difficult time. And I can assure you that you have a group of professionals who are working 24/7 right now. I'm getting e-mails from people at 2:00 in the morning on this stuff. So it's pretty amazing, actually. As mentioned before, we are not going to go through all the presentation but it is available to you on the website, where there's more information about what we accomplished in 2019. I'm not going to spend the time right now to go through that, though Eero will talk about the financial performance. Lastly, again, as I said before, we will pull-through this, and I wish you all safety and health for your family. Thank you.

[Foreign Language] [Interpreted] Thank you for the CEO and CEO's review, and then we'll see some figures, Chief Financial Officer, Eero Sihvonen, financial statements review for last year.

[Interpreted] Thank you also on my behalf, under these special circumstances to our shareholder meeting. And as mentioned, I will be extremely brief, and will report about last year, that is the financial year 2019. And my full presentation will also be available on the company website, too. So you can then take a look at it in more detail. As was said by the CEO already, last year for us, in terms of figures, was good and strong. Our gross rental income was slightly lower, slightly lower than the previous year by EUR 5 million due to the divestment of noncore activities. But despite that, our net rental income was higher than the previous year, approximately by 1.2%. This is due to the fact that we were able to reduce the OpExes a bit more. Further, the EPRA operating profit was higher than the previous year as well as also the EPRA earnings per share, which is very important for us, was also higher than the previous year. Regarding our adjusted EPRA earnings per share, we ended up with EUR 0.809, which also was slightly better than the previous year. So all in all, regarding our results, we were better than in 2018. Regarding the second issue that I'm going to speak about, words about our statement of financial position. We issued a hybrid bond at the end of last year, as we said by the CEO, and we managed to also improve our balance sheet and improve our solvency. And by the end of the year, our EPRA net asset value per share was EUR 12.28. And I'd like to actually conclude with this. Looking at last year figures, our year was fairly good.

[Interpreted] Thank you to the CEO -- CFO, short presentation. Are there any questions or comments regarding to these 2 presentations by the CEO and by the Chief Financial Officer or regarding the financial statements as such? No requests to take, therefore, we consider that they have been presented to the meeting. Next item, presentation of the auditor's report has been also available on the company website prior to the meeting, distributed to the shareholders with their meeting documents. And the auditor with principal responsibility shall now present it.

[Interpreted] Ladies and gentlemen, Mikko Rytilahti, the auditor with principal responsibility. So we have audited all countries of the group, and we have reported based on the plan by the -- to the Audit Committee and the major observations. And we've also participated into all audit committee meetings. And in our report, we've also managed to take a look at the key audit matters, that is the goodwill valuation as well as the investment property valuation, and that they both also then have been evaluated according to their value. In our report, as our opinion, we state that the consolidated financial statements give a true and fair view of the group's financial position as according to the IFRS, and the financial statements give a true and fair view of the parent company's financial performance and financial position in accordance with the laws and regulations governing the preparation of financial statements in Finland and comply with statutory requirements.

[Interpreted] Thank you to the auditor. Any questions to the auditor regarding the auditor's report? There seem to be no questions, therefore -- hereby, I know that under the item 7, we've had the presentation of the auditor's report. We move on to the item 8, adoption of the financial statements. The auditor had no comments on the financial statements of the company, including consolidated financial statements. Can we adopt the financial statements? No requests. Therefore, we have decided to adopt the financial statements for 2019. On we go to item 9, which is the resolution of the use of the profit shown on the balance sheet and the authorization of the Board to decide on the distribution of dividends and assets from the invested unrestricted equity fund. We already adopted the financial statements, including the proposal for the use of the profit shown, and the Board of Directors proposes that based on the balance sheet to be adopted for the financial period, no dividend is distributed by a resolution of the Annual General Meeting. But nonetheless, the Board proposes that Board be authorized to decide in its discretion on the distribution of dividend assets from the invested unrestricted equity fund as described in the notice. Based on the authorization, the maximum total amount of dividend shall not be exceed EUR 8,899,926.25, and the maximum total amount of equity repayment distributed from the invested unrestricted equity fund to the shareholders shall not exceed EUR 106,799,115. Let us note that based on the current total number of issued share of the company to date, the authorization would equal to a maximum of EUR 0.05 per share in dividend and a maximum of EUR 0.60 per share in equity repayment. The authorization is valid until the opening of the next general meeting. And there is also a note in the authorization that unless the Board of Directors decides otherwise for a justified reason, the authorization will be used to distribute dividend and/or equity repayment 4 times during the period of validity of the authorization during the year. And the Board will make separate resolutions on each distribution of the dividend and/or equity repayment so that the preliminary record and payment dates will be as stated in the notice. Let us note that these dates will be published separately. Based on the resolution of the Board, the distribution of dividends and equity repayment will be paid to a shareholder registered in the company's register maintained by Euroclear Finland on the record date of the dividend and/or equity repayment. The proposal is in the notice of the meeting, has been available for shareholders. And for the sake of clarity, let us note that the proposed preliminary payment date for the fourth installment of the distribution of dividend or equity repayment was, in the notice, 31st of December 2020. However, in the financial statements of the company, the Board has proposed the preliminary payment date to be the 30th of December 2020, which should be the correct date, and the change of the payment is made because it will make practical payment arrangement easier. It is the last -- but second but last day working day of the year. I guess the proposal can be adopted. Any requests to speak? Therefore, it has been resolved that we -- the distribution of dividends and equity repayment will be carried out as proposed. Item 10, resolution on the discharge of the members of the Board and the CEO from liability. This charge is applicable to all persons that have been members of the Board of Directors or CEO during the financial year 2019. Can we decide on the discharge? Any requests? No. Therefore, we note that the Annual General Meeting has resolved to discharge the members of the Board and CEO from liability for the financial period 2019. Item 11, adoption of the remuneration policy for governing bodies. And the Board has proposed to the shareholder meeting that the remuneration policy for the governing bodies be adopted. For the sake of clarity, let us note that remuneration policy is a new agenda item at the general meeting. And the presentation adoption of remuneration policy are related to legislation changes and the Finnish governing code of the listed companies, which is applied by the company and that the decision of the general meeting is advisory according to the law. On the slide, there should be the general remuneration principles. It is defined that there is a principal framework, decision process applicable to the remuneration of Board of Directors, CEO and the deputy to the CEO. The -- this is not a new matter as such as a transparent decision-making in Finland already has existed as well as also the remuneration to the same extent. Currently, the remuneration policy must be established and to be presented to the shareholder meeting every 4 years at least. And when there will be any relevant changes, they also have to be presented. And as of next year, in the Annual General Meeting of stock listed companies, there has to be a report presented for the remuneration of the governing bodies of the company. This remuneration policy proposed by the Board has been -- in the notice of the meeting has been also published as a public announcement, and it is available for shareholders on the company website as well. And the key matters are to define the decision-making process, the principles of remuneration and the validity of remuneration. This is the key content regarding the remuneration policy. Any requests to take the floor regarding this agenda item? There are no requests regarding the remuneration policy. Therefore, we note that the remuneration policy has been presented to the general meeting, and then the meeting has adopted the remuneration policy, as proposed. Now we are at the item 12, resolution of the remuneration of the members of the Board of Directors. The Nomination, Remuneration Committee has prepared a recommendation for the Board, and based on it, the Board of Directors proposes that the remuneration of the members of the Board shall be kept the same and the Chairman of the Board be paid an annual fee of EUR 160,000, the deputy chairperson EUR 70,000 and the ordinary members of the Board, EUR 50,000. It is proposed that the Chairman of the Board would be paid an additional annual fee of EUR 5,000. Further, it is proposed that the Chairman of the meetings of the Board's committee shall be paid a meeting fee of EUR 800 and other Board and committee members EUR 600 per meeting, except the Chairman of the Board, who shall be paid no meeting fees. The Board also proposes that members of the Board shall be compensated accrued travel and accommodation expenses as well as other potential costs related to Board and committee work. And we note that this has been also published in the notice and in the documents of the meeting. They'll be annexed to the meeting. Any requests to speak or make a comment? There are no requests to speak, therefore, the meeting has resolved according to the proposal, that the Board of remuneration be established as proposed. And we also note that the Board member can, if desired, not to receive any remuneration. Item 13, resolution of the number of the members of the Board of Directors pursuant to the Articles of Association section for the Board comprises a minimum of 5 and a maximum of 10 members. Based on the recommendation of the Nomination, Remuneration Committee, the Board proposes that the number of members of the Board of Directors shall be set to 8. The proposal is also in the notice and has been available for shareholders. Any requests to speak regarding this agenda item? There are none, therefore, we resolve that the number of members of the Board will be 8. On we go item 14, election of members of the Board of Directors. We had just resolved to elect 8 members. And let us note that the term of office of a Board members shall terminate at the close of the next Annual General Meeting after the meeting when they were elected, approximately within a year. And the proposal to the general meeting, which was also available in the notice, would be the following current members: Chaim Katzman, Arnold de Haan, David Lukes, Andrea Orlandi, Per-Anders Ovin, Ofer Stark, Ariella Zochovitzky and Alexandre Koifman, be reelected. And Bernd Knobloch, a former member of the Board, has announced that he will not be available for reelection. This was the proposal. Any requests to speak regarding the proposal? None. Therefore, the Annual General Meeting has resolved to elect members of the Board for the term ending at the close of the next Annual General Meeting. [Foreign Language] [Interpreted] Are there any requests on the floor? Apparently not, so we will adopt the Board proposal. This brings us to item 16, election of the auditor. According to Article 8 in the Articles of Association, the company shall have one auditor who must be an entity of authorized public accountants. And the auditor's term of office shall end at the closing of the next Annual General Meeting following their election. At the moment, the company's auditor is Ernst & Young Oy with Mikko Rytilahti as the auditor with principal responsibility and the proposal by the Board of Directors is they are the same auditing company be reelected as the auditor. Are there any requests for the floor? Apparently not. So the entity of authorized public accountants, Ernst & Young Oy has been reelected the auditor. Item 17, authorizing the Board of Directors to decide upon the issuance of shares as well as the issuance of special rights entitling to shares. The Board proposes to the Annual General Meeting that the Board be authorized to resolve on the issuance of shares as well as other special rights entitling to shares as defined in Chapter 10 Section 1 of the Limited Liability Companies Act by one or several decisions. And according to the proposal, the Board would be authorized to issue a maximum of 17 million shares corresponding to approximately 9.55% of all registered shares in the company. And the Board, according to this proposal, will decide upon all terms and conditions of the share issue and of the issue of special rights entitling to shares. The authorization would concern both the issuance of new shares and 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' preemptive rights by way of a directed issue. The authorization would be enforced until the end of the next Annual General Meeting, however, no longer than until the 30th of June 2021, and it would cancel all earlier corresponding authorizations. Are there any requests further for -- regarding this authorization? No requests for the floor. So the Annual General Meeting, as a result, authorized the Board to decide upon the issuance of shares and special rights entitling to shares as specified in Chapter 10 Section 1 of the Limited Liability Companies Act. This brings us to item 18 authorizing the Board of Directors to resolve on the repurchase and/or the acceptance of -- as pledge of the company's own shares. Here, too, the Board proposal has been made available in the notice of the meeting and on the company's website. It is proposed that the Board be authorized to repurchase and/or accept as pledged, a maximum of 10 million shares corresponding to approximately 5.62% of all registered shares in the company. Owned shares could be repurchased at -- only by using unrestricted equity at a price formed in public trading on the date of the repurchase or at a price otherwise formed at the market. And the Board would be authorized to resolve how the shares are repurchased and/or accepted as pledged. Owned shares could be purchased using, for example, derivatives, and they might be repurchased in deviation from the proportional shareholdings of the shareholders, in other words, as a directed repurchase. And this authorization would be enforced until the next Annual General Meeting. However, no longer than until the 30th of June 2021. Are there any requests for the floor related to this item? Apparently not. So the Board has been authorized to resolve a repurchase and/or acceptance as pledge of the company's own shares. So item 19 is about closing the meeting, and let it be recorded that the resolutions of this Annual General Meeting have been supported by all shareholders present unless otherwise indicated in the minutes of the meeting. All the matters mentioned in the notice of the meeting have been dealt with, and the minutes of this meeting will be available to shareholders at the company's website no later than 2 weeks from now, in other words, on the 31st of March 2020. I close the meeting at 12:40. Thank you for participation, and have a nice spring.