Articles of Association


The Articles of Association of Citycon Oyj (valid as of 25 May 2010)


Article 1
The name of the Company is Citycon Oyj. The Company's domicile is Helsinki.

Article 2
The Company is engaged in buying, selling, owning and administering real property covering retail, office and industrial premises, and real estate companies' shares entitling to said premises, as well as leasing, building and developing said property and premises. The Company is also engaged in providing property and premises management services.

Article 3
The Company’s shares are registered in the book-entry securities system.

Article 4
The Company’s administration and the proper management of its business is arranged by the Board of Directors, which comprises a minimum of five (5) and a maximum of ten (10) members, as decided by the general meeting of shareholders. The Board members’ term of office ends at the closing of the Annual General Meeting first following their election.

The Board of Directors elects from among its members a Chairman and one or several Deputy Chairmen.

A Board meeting has a quorum if more than half of the Board members are present.

The Board of Directors may set up committees from among its members.

Article 5
The Company has a Managing Director appointed by the Board of Directors.

Article 6
The right to represent the Company is held by the Chairman of the Board of Directors and the Managing Director, each severally, or any two Board members jointly, or any Board member jointly with a person to whom the Board of Directors has granted the right to represent the Company, as well as any two persons jointly whom the Board of Directors has granted the right to represent the Company.

Article 7
The Company’s financial year is the calendar year.

Article 8
The Company has one auditor that shall be a firm of Authorised Public Accountants certified by the Central Chamber of Commerce.

The auditor’s term of office ends at the closing of the Annual General Meeting first following its election.

Article 9
The Annual General Meeting is to be held by the end of April on a date determined by the Board of Directors. At the meeting shall be:

presented:
1. the Financial Statements and the Report by the Board of Directors
2. the Auditor's Report

decided upon:
3. the adoption of the Financial Statements
4. the allocation of profit shown in the balance sheet
5. the discharge from liability to the members of the Board of Directors and to the Managing Director
6. the remuneration of the members of the Board of Directors and the auditor
7. the number of members on the Board of Directors

elected:
8. the members of the Board of Directors
9. the auditor.

Article 10
A shareholder has the right to submit a matter for discussion at a general meeting of shareholders, provided that said matter falls within the competence of a general meeting of shareholders under the Finnish Limited Liability Companies Act, if (s)he notifies the Board of Directors in writing thereof so well in advance that the matter can be included in the notice of meeting.

Article 11
The notice to a general meeting of shareholders shall be published on the corporate website.

The notice to a general meeting of shareholders must be published no earlier than two (2) months and no later than three (3) weeks before the general meeting, however, at least nine (9) days before the record date of the general meeting.

A shareholder wishing to attend a general meeting of shareholders must notify the Company by the deadline stated in the notice of the meeting, which may be no earlier than ten (10) days prior to the meeting.