From defence story to investment case: what investors need to understand

Myyrmanni, Koskikeskus and Trio, classified as a related-party transaction and approved by the independent directors on 12 August. 

On 12 August 2026, Citycon Oyj's board approved the divestment of three Finnish shopping centres — Myyrmanni in Vantaa, Koskikeskus in Tampere and Trio in Lahti — at an appraisal value of approximately €422.6m, based on the 30 June 2026 valuation.

The buyer is Noga Finland Retail Properties Oy, which Citycon's release describes as controlled by the shareholders of G City Ltd. G City and its subsidiary Gazit Europe Netherlands B.V. held approximately 89.68 per cent of Citycon at the time. Citycon classified the transaction as a related-party transaction deviating from the ordinary course of business, and states that the independent board members approved it.

Completion is expected in the second half of 2026, conditional on a public offering of securities in Noga Retail Properties Ltd. and other customary conditions. Citycon may provide vendor financing of up to €84.5m at market terms, and retains asset and property management of the three centres after closing, for which it will receive management and success fees.

The numbers

Governance and ownership

The transaction is the third disclosed related-party item between Citycon and its controlling owner in four months.

• 13 May — Citycon's board approved a mutual on-call loan facility of up to €200m with G City, repayable by 15 February 2028, at interest set on arm's-length terms by an independent pricing agent. The release notes G City is Citycon's parent and a related party, and states the facility was approved unanimously by the independent board members.

• 28 May — Citycon signed a non-binding letter of intent for the divestment of Finnish centres at a book value of around €400m as at 31 March 2026.

• 12 August — The board approved the sale of the three centres at approximately €422.6m, again by decision of the independent board members.

The half in which the EU board gender directive fell due, measured against the Listeds board composition dataset. Women's share of board seats rose 1.3 points. The share of female chairs fell from 12.0% to 10.7%.

According to the Board Index — Finland H1 2026 study by Listeds and Admincontrol, women's share of board seats on Nasdaq Helsinki rose from 33.6% to 34.9% over the first half of the year. The gain was 1.3 percentage points in six months, continuing the upward trend that began in 2022 (28.2%). 30 June 2026 was the compliance deadline for the EU directive on gender balance on the boards of listed companies (Directive (EU) 2022/2381). The largest single-year gain, however, came in 2025, when the share climbed 3.0 points from 30.6% to 33.6% — a full year before the deadline took effect.

The 40% target applies to a narrower group than the market average covers

The market-wide average still falls short of the directive's 40% target. The directive's obligations, however, apply only to companies above certain size thresholds — in Finland, more than 250 employees and either a balance sheet above €43 million or turnover above €50 million — whereas the Board Index figures cover the whole of Nasdaq Helsinki and the First North market. In the Large Cap segment, which comes closest to the group in scope, the threshold was passed: women held 42.0% of board seats at the end of June. Market-cap segment is an approximation rather than the legal test: some Mid Cap companies clear the employee and turnover thresholds, while a few Large Cap companies with small workforces do not. The lowest shares sit in small companies and on First North, which are largely outside the directive's scope.

One woman on the board is no longer enough

The change over the first half was not only a matter of volume. The emphasis shifted from appointing a first woman to filling more than one seat: the share of companies with only one woman on the board fell from 26.2% to 21.9%. At the same time, the share of companies where more than 40% of directors are women rose from 24.0% to 27.8%.

By segment, the largest step was taken in Small Cap companies, where women's share rose from 29.6% to 32.4%. First North remains the most male-dominated market segment: women hold just 27.5% of board seats there. By industry, the sharpest gains came in consumer staples (36.1% → 40.0%) and technology (29.5% → 32.9%). Real estate remains the least gender-diverse industry, with women at 25.0%.

Eight all-male boards — and fewer female chairs than before

One indicator stood still, the other turned down. The number of all-male boards remained at eight companies (4.4% → 4.3% of companies), and all of them are Small Cap or First North companies: Digitalist Group, Dovre Group, Eagle Filters Group, Norrhydro Group, Pallas Air, Summa Defence, Sunborn International and Titanium.

The share of female chairs fell from 12.0% (22 companies) to 10.7% (20 companies). Progress in board membership has therefore not yet reached the head of the table.

At the other end of the range, a group of companies has reached or passed gender parity. The highest shares of women were at Suominen (66.7%), Aktia Bank and Verkkokauppa.com (both 57.1%) and Huhtamäki (55.6%). Fiskars, Kempower, Orion, Stora Enso, Administer and Modulight landed at exactly 50%.

Internationalisation did not move at all

The nationality mix was entirely unchanged: Finnish nationals held 77.3% of board seats both at the start and at the close of the half. In every reading since 2022 the figure has sat between 77% and 78%. The only real movement in the series came in 2025, when the Finnish share fell from 78.2% to 77.3%.

Internationalisation is concentrated in a small number of large companies and in certain industries. The most international industries are telecommunications (44.1% Finnish), health care (61.9%) and energy (62.5%). Among market segments, Large Cap is the most international (58.4% Finnish). The most domestic industries are consumer staples (88.0%) and industrials (85.3%); among segments, Small Cap (87.8%) and First North (86.1%). The internationalisation of Finnish listed companies' business has not carried through to their board composition, and new listings still arrive on the exchange with largely all-domestic boards.

“Finnish listed companies are internationalising their business faster than their boards. If a company's growth comes from outside its home market, the board should include at least one director who has relevant business experience from that market. Today's digital board meeting systems make high-quality, frictionless board work possible across borders as well.”

Average age edged down

The average age of boards fell from 57.6 to 57.0 years over the half. Across the full series, however, boards have aged: the average has risen from 55.7 years at the end of 2022, with the sharpest single move — up 1.1 years — in 2025 alone. Millennials (born 1980–1999) rose from 12.0% to 12.2% of board seats, and directors under 50 from 18.1% to 18.5%. The share of companies with no millennial director fell from 50.3% to 47.1%.

Even the youngest boards sit at or above 45 years of age. The only exception is Talenom, whose board has a calculated average age of 40.8 years and where 80.0% of directors are millennials.

Most of the adjustment came before the deadline, not because of it

Progress over the first half was broader than regulation alone requires, as shares also rose outside the directive's size thresholds. The open question is whether it continues without a deadline attached to it. The pattern in the data suggests much of the adjustment was anticipatory: the largest annual gain came in 2025, before the deadline, and the pace roughly halved in the half when compliance actually fell due.

“Diversity is measured by gender, nationality and age because those are measurable. A board's real capability, however, is a question of expertise: does the board's expertise match the tactics and the strategy the company intends to execute over the coming years. Composition is only the starting point. Diverse board work is not automatically effective, because different perspectives produce better decisions only if the way the board works lets them reach the table.”

Summary

Read the full index: Board Index — Finland | H1 2026