Notice of Citycon Oyj's Annual General Meeting

CITYCON OYJ STOCK EXCHANGE RELEASE 17 MARCH 2005 AT 1:00 P.M. Notice of Citycon Oyj's Annual General Meeting The shareholders of Citycon Oyj are hereby summoned to the Annual General Meeting to be held on Tuesday, 5 April 2005 at 10 a.m. at Kansallissali, Aleksanterinkatu 44, Helsinki, Finland. The agenda of the meeting includes the following items as defined in the Article 10 of the Articles of Association as well as the following proposals by the Board of Directors and its committees: 1. Presentation of the annual accounts 2. Adoption of the income statements and balance sheets 3. Distribution of dividend The Board of Directors proposes that a dividend of EUR 0.14 per share be distributed for 2004. The dividend will be paid to a shareholder registered in the company's shareholder register maintained by Finnish Central Securities Depository Ltd on the record date 8 April 2005. Treasury shares are not entitled to dividend. The dividend will be paid on 15 April 2005. 4. Discharge from liability to the members of the Board of Directors and the Managing Director 5. Remuneration of the members of the Board of Directors and the auditors A group of shareholders representing approx. 39 per cent of the company's shares and voting rights and the Nomination Committee propose that the Chairman of the Board of Directors be paid an annual fee of EUR 40,000, the Deputy Chairman EUR 30,000 and an ordinary member EUR 20,000. In addition, it is proposed that the Chairman will be paid a meeting fee of EUR 500 and the Deputy Chairman and the ordinary members EUR 400 per meeting. The meeting fees will also apply to Board committee meetings. The payment of the annual fee to the Finnish members of the Board of Directors is conditional upon them signing an undertaking to acquire Citycon shares with the amount of the fee remaining after deduction of applicable taxes. The Board of Directors proposes, based on the recommendation of the Audit Committee, that the audit fee be paid according to the auditors' invoice. 6. Number of the members of the Board of Directors A group of shareholders representing approx. 39 per cent of the company's shares and voting rights and the Nomination Committee propose that the number of the Board members remain at the current eight. 7. Election of the members of the Board of Directors A group of shareholders representing approx. 39 per cent of the company's shares and voting rights and the Nomination Committee propose that Mr Stig-Erik Bergström, Mr Amir Gal, Mr Raimo Korpinen, Mr Tuomo Lähdesmäki, Mr Carl G. Nordman, Mr Claes Ottosson and Mr Dor Segal be re-elected to the Board until the end of the next Annual General Meeting. It is further proposed that Mr Thom Wernink be elected as a new member to the Board. Thom Wernink is the Chairman of EPRA (European Public Real Estate Association). The above mentioned persons have given their consent to the election. 8. Election of the auditors and the deputy auditor The Board of Directors proposes, based on the recommendation of the Audit Committee, that Ms Tuija Korpelainen and Mr Mikael Holmström, both Authorised Public Accountants, be elected as auditors, as well as Ernst & Young Oy, a firm of authorised public accountants, as a deputy auditor of the company for the financial year 2005. The auditors have consented to their election. 9. Proposal by the Board of Directors for the amendment to Articles 3 and 12 of the Articles of Association The Board of Directors proposes that the Articles 3 and 12 of the Articles of Association be amended as follows: - Article 3 be amended so that the maximum share capital of the company be EUR 500,000,000. - Article 12 be amended so that the notice to a general meeting be submitted to the shareholders by means of an advertisement published in a nationwide newspaper appearing in Helsinki. 10. Proposal by the Board of Directors for a reduction of the share capital The Board of Directors proposes that the company's share capital be reduced by EUR 5,229,900 from the current EUR 156,780,033.30 to EUR 151,550,133.30 through cancellation without payment of 3,874,000 Citycon shares held by the company. The reduction of the share capital will be executed by transferring the total nominal value of the shares to be cancelled to share premium fund. The reduction has no effect on the restricted shareholders' equity. 11. Proposal by the Board of Directors for a share issue authorisation The Board of Directors proposes that the Annual General Meeting authorise the Board to decide, at the price and on the terms determined by the Board, to issue one or several convertible bonds, issue stock options and increase the company's share capital through one or several rights issues in such a way that the total increases of the company's share capital based on these issues do not exceed a maximum of EUR 31,356,004.50 and that a maximum of 23,226,670 new shares with a nominal value of EUR 1.35 may be offered. In connection with the rights issue, convertible bond issue and stock option issue, the company may deviate from the shareholders' pre-emptive subscription right, provided that the company has a weighty financial reason for the deviation, such as execution of real estate or share purchase transactions or financing any other acquisition important for the company's business, strengthening the capital structure of the company or expanding the company's ownership basis. The Board may not deviate from the shareholders' pre-emptive subscription right in favour of anyone belonging to the inner circle of the company. If the share capital is increased through a rights issue, the Board is authorised to decide that shares may be subscribed against subscription in kind or otherwise on certain terms and conditions or by exercising the right of set-off. It is proposed that the authorisation be effective until 5 April 2006. 12. Proposal by the Board of Directors to sell the shares in the joint book-entry account The Board of Directors proposes that the Annual General Meeting resolve to sell the company's shares held in the joint book-entry account for the benefit of their owners in accordance with Chapter 3a, Article 3a of the Finnish Companies Act as well as to authorise the Board to take any and all actions provided by the law to execute the sale. The company's shares were entered into the book-entry securities system in 1994. The number of shares in the joint book-entry account per 2 March 2005 was 7,537 corresponding to 0.006 per cent of the total number of the shares in the company. Availability of documents The Financial Statements and the Board of Directors' proposals with appendices will be available for shareholders' inspection at the corporate head office, Pohjoisesplanadi 35 AB, Helsinki, Finland from Tuesday 29 March 2005. Any copies of these documents will be sent to a shareholder upon request. Right to attend the meeting A shareholder is entitled to attend the general meeting and exercise his/her right to vote if (s)he will have 1. Been registered as the company's shareholder in the shareholder register, maintained by Finnish Central Securities Depository Ltd, on Thursday, 24 March 2005 and 2. Notified the company of his/her attendance by 4 p.m. on Thursday, 31 March 2005. A shareholder whose shares have not been entered into the book-entry securities system shall have the right to attend the Annual General Meeting provided that the shareholder was registered in the company's shareholder register by 11 February 1994 and that the shareholder has notified the company of his/her attendance by 4 p.m. on Thursday, 31 March 2005. In this case the shareholder must, upon arrival at the Annual General Meeting, present his/her share certificate or other evidence that the ownership right to the shares has not been entered into a book-entry securities account. Registration in the shareholder register A shareholder whose shares have been entered in his/her personal book-entry securities account is registered in the company's shareholder register. A shareholder whose shares have not been entered in his/her personal book-entry securities account (a nominee registered shareholder) can be temporarily registered in the shareholder register if (s)he wishes to attend the meeting. Such registration should take place by 24 March 2005. Registration A shareholder can notify the company of his/her attendance by either - mail addressed to Citycon Oyj, Pohjoisesplanadi 35 AB, FI-00100 Helsinki, Finland or - telephone +358 9 680 3670/Raija Rinne-Ingberg or - fax +358 9 6803 6788 or - e-mail to raija.rinne-ingberg@citycon.fi. The deadline for registrations is Thursday, 31 March 2005, 4 p.m. Proxies, if any, should also be submitted by this deadline. Helsinki, 17 March 2005 CITYCON OYJ Board of Directors Further information: CEO Petri Olkinuora, tel. +358 9 6803 6738 or +358 400 333256 Distribution: Helsinki Stock Exchange and main media

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