NOTICE OF ANNUAL GENERAL MEETING

Stock exchange releases - 27 February 2003


NOTICE OF ANNUAL GENERAL MEETING

Citycon Oyj's shareholders are invited to attend the Annual
General Meeting which will be held starting at 10am on Thursday
20 March, 2003 at Kansallissali, 2nd floor, Aleksanterinkatu 44,
00100 Helsinki.

The Annual General Meeting will handle the following matters:

1. Matters to be handled by the Annual General Meeting in
accordance with Article 10 of the Company's Articles of
Association

2. Board of Directors' proposal for authorisation to increase
the share capital through a new issue

The Board of Directors proposes to the Annual General Meeting
that the Board be authorised to decide whether to increase the
Company's share capital by a maximum of EUR 28,464,893.10
through one or more new issues offering a maximum aggregate of
21,085,106 new shares having a nominal value of EUR 1.35.

The authorisation includes the right to disapply the pre-emption
rights of existing shareholders to subscribe new shares and to
decide the subscription price and other terms and conditions of
subscription. The pre-emption rights of existing shareholders
may be disapplied if there exists an important financial reason
for doing so, such as expanding the Company's ownership base,
financing property or share deals or financing the acquisition
of other assets important to the Company's business. The Board
of Directors may not disapply pre-emption rights to the benefit
of any member of the inner circle.

When the share capital is increased through a new issue, the
Board of Directors has the right to decide whether the shares
may be subscribed in kind or subject to certain other conditions
or by means of the right of set-off.

The authorisation is valid for one year from the decision of the
Annual General Meeting.

It is proposed that the authorisation to increase the share
capital through a new issue, given by the Annual General Meeting
of 26 March 2002, be cancelled.

3. Board of Directors' proposal for authorisation to acquire the
Company's own shares

The Board of Directors proposes to the Annual General Meeting
that the Board be authorised to decide to use distributable
funds to acquire the Company's own shares provided that the
aggregate nominal value of the shares owned by the Company,
including those already acquired, does not exceed five per cent
(5%) of the Company's share capital and votes after the
acquisition. Pursuant to this authorisation, the Company may
acquire a maximum of 1,414,892 of its own shares.

The authorisation entitles the Board of Directors to acquire
Company's own shares for use as consideration in any
acquisitions of property, shares or any other assets important
to the Company's business or to be further conveyed or cancelled
in the manner and to the extent decided by the Board of
Directors. Disapplying the pro-rata pre-emption rights of
shareholders, acquisitions of own shares are to take place at
the market price prevailing at the time of acquisition during
public trading on the Helsinki Exchanges. The purchase price of
shares acquired in this way shall be paid to the vendors within
the payment period determined by the Rules of the Helsinki Stock
Exchange and the Regulations of the Finnish Central Securities
Depository. Acquisitions of own shares decrease the Company's
distributable funds accordingly.

Because the maximum aggregate of the shares that can be acquired
is under 5 per cent of the Company's total shares and votes
conferred by shares, share acquisitions have no material impact
on the distribution of share ownership and votes within the
Company.

The authorisation is valid for one year from the decision of the
Annual General Meeting.

It is proposed that the authorisation to acquire the Company's
own shares, given by the Annual General Meeting of 26 March
2002, be cancelled.

4. Board of Directors' proposal for authorisation to convey the
Company's own shares

The Board of Directors proposes to the Annual General Meeting
that the Board be authorised to convey the Company's own shares.
The authorisation is valid for all shares acquired by virtue of
authorisation to acquire such shares and for the conveyance of
such shares already in the Company's ownership.

The authorisation entitles the Board of Directors to decide to
whom and in what order the Company's own shares are to be
conveyed. The Board of Directors may decide to convey the
Company's own shares other than on the pro-rata basis to which
shareholders have a pre-emption right to purchase the Company's
shares. The Board of Directors may convey the Company's own
shares for use as consideration in any acquisitions of property,
shares or any other assets important to the Company's business
in the manner and to the extent decided by the Board of
Directors. The shares can also be conveyed in public trading on
the Helsinki Exchanges.

The authorisation includes the right to decide the conveyance
price of the shares and the determination principles thereof
other than against cash consideration or by means of the right
of set-off.

The authorisation is valid for one year from the decision of the
Annual General Meeting.

It is proposed that the authorisation to convey the Company's
own shares, given by the Annual General Meeting of 26 March
2002, be cancelled.

Inspection of documents

The Company's annual accounts and the proposals of the Board of
Directors, with enclosures, are available for the inspection of
shareholders from Thursday 13 March 2003 at Citycon's head
office, Pohjoisesplanadi 35 AB, 00100 Helsinki. Shareholders
will be sent copies of these documents on request.

Eligibility to attend

Eligibility to attend the Annual General Meeting is vested in
shareholders who are listed on Monday 10 March 2003 in the
Company's shareholders' register kept by the Finnish Central
Securities Depository Ltd or in persons eligible to attend the

Annual General Meeting pursuant to Chapter 3a Section 4
Subsection 2 of the Finnish Companies Act.

Notification

Shareholders wishing to attend the Annual General Meeting should
notify the Company of their intent to do so by 4pm Finnish time
on Monday 17 March 2003 either in writing to Citycon Oyj,
Pohjoisesplanadi 35 AB, FIN-00100 Helsinki, Finland, by
telephone on +358 (0)9 680 3670, Raija Rinne-Ingberg, by fax on
+358 (0)9 680 36788 or by email to
raija.rinneingberg@citycon.fi. Any proxies are requested to be
sent to arrive at the above address before the deadline given.

Board of Directors' composition and auditors

Shareholders representing over 50 per cent of the votes
conferred by shares have notified the Company that they intend
to propose to the Annual General Meeting that the number of
Board members again be confirmed as six and that all the present
Board members, Stig-Erik Bergström, Heikki Hyppönen, Juhani
Järvi, Jorma Lehtonen, Carl G. Nordman and Juha Olkinuora be re-
appointed for another term of office. The above members of the
Board of directors have indicated their willingness to stand
for re-appointment.

Additionally, the above shareholders have notified that they
intend to propose to the Annual General Meeting that authorised
public accountants Ari Ahti and Jaakko Nyman be re-appointed as
the Company's auditors and that authorised public accountants
KPMG Wideri Oy Ab be re-appointed as the Company's deputy
auditor.

Dividend

The Board of Directors proposes to the Annual General Meeting
that a dividend of EUR 0.09 be paid for the financial year
ending 31 December 2002 on all shares outside the Company's
ownership. The dividend will be paid to shareholders listed on
the Company's shareholders' register kept by the Finnish Central
Securities Depository Ltd at the record date Tuesday 25 March
2003. The Board of Directors proposes that the dividend be paid
on Tuesday 1 April 2003.

Helsinki, 27 February 2003

CITYCON OYJ

Board of Directors



Further information from: CEO Mr Petri Olkinuora on +358 400 333
256.

Distribution: Helsinki Exchanges and main media

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