NOTICE OF ANNUAL GENERAL MEETING

CITYCON OYJ STOCK EXCHANGE BULLETIN 27 FEBRUARY 2003 at 11.30am 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 2

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