NOTICE OF MEETING

CITYCON OYJ STOCK EXCHANGE BULLETIN 12.2.2004 12.50 PM NOTICE OF MEETING Citycon Oyj's shareholders are invited to the annual general meeting to be held on 15 March 2004 at 10.00 a.m. at Kansallissali, address Aleksanterinkatu 44, 2nd floor, FIN-00100 Helsinki. The agenda for the AGM is as follows: 1. Matters for the AGM in accordance with section 10 of the articles of association. 2. Proposal by the Board of Directors for an authorisation permitting the Board to decide on increasing the share capital by means of a new issue of shares. The Board of Directors proposes an authorisation for the Board to decide on increasing the share capital by means of one or more new issues of shares, in such a way that the total number of shares subscribed in the new issue is no more than 21,085,106 new shares in the company with a par value of EUR 1.35 each and the company's share capital may be increased by a maximum of EUR 28,464,893.10. The authorisation will include an entitlement to waive existing shareholders' preemption rights as well as an entitlement to decide on subscription prices and other terms of subscription. The shareholders' preemption rights may be waived on condition that there is a weighty financial reason to do so, such as the expansion of the company's shareholder base, financing for a property or share transaction, or financing an acquisition of other assets of importance to the company's business. The Board of Directors may not waive preemption rights to the advantage of an insider. When the share capital is increased by a new issue of shares, the Board of Directors is authorised to decide that shares can be subscribed in kind or otherwise on certain terms or by the exercise of right of setoff. The authorisation will be valid for one year from the date of the AGM's decision. It is proposed that the authorisation granted to the Board of Directors by the AGM of 20 March 2003 to decide on increasing the share capital by means of a new issue of shares be cancelled. 3. Proposal by the Board of Directors to authorise the Board to decide on buying back company shares. The Board of Directors proposes an authorisation for the Board to decide on buying back company shares using funds available for distribution of profit, to a maximum of the number of shares with a combined par value, together with the par value of the shares already held by the company, equivalent to five per cent of the company's share capital and of the voting rights conferred by all the shares. The authorisation will permit the Board of Directors to buy company shares to be used as consideration in prospective property or share transactions or for the acquisition of other assets of importance to the company's business, or to be otherwise surrendered or cancelled as and to the extent decided by the Board. The acquisition of company shares would be effected other than in proportion to the shareholders' holdings, in public trading on the Helsinki Exchanges at the market price at the time of purchase. The purchase price for the shares will be paid to the seller within the time for payment specified by the Helsinki Exchanges' rules and the regulations of the Finnish Central Securities Depository. The acquisition of shares will reduce the company's distributable non-restricted equity. As the maximum number of shares to be acquired is less than five per cent of the company's entire number of shares and all the voting rights conferred by shares, the acquisition of shares will not have a significant effect on shareholdings and the distribution of voting rights within the company. The authorisation will be valid for one year of the date of the decision by the AGM. It is proposed that the authorisation granted to the Board of Directors by the AGM of 20 March 2003 to decide on buying back company shares be cancelled. 4. Proposal by the Board of Directors to authorise the Board to decide on surrendering company shares. The Board of Directors proposes an authorisation for the Board to decide on surrendering company shares in such a way that the authorisation would cover all the company shares acquired on the basis of the entitlement granted to the Board of Directors as well as all other company shares already held by the company. The authorisation will entitle the Board of Directors to decide on to whom and in what order the company-held shares will be surrendered. The Board of Directors will be able to decide on the surrender of shares other than in the proportion in which shareholders have preemption rights over company shares. The Board of Directors may surrender company shares as consideration in prospective property or share transactions or for the acquisition of other assets of importance to the company's business as and to the extent decided by the Board. The shares could also be surrendered in public trading in securities on the Helsinki Exchanges. The authorisation includes entitlement to decide on the surrender price of the shares and the grounds for formulating the price, as well as the right to surrender shares for other than a cash consideration or by the exercise of right of setoff. The authorisation will be valid for one year from the date of the AGM's decision. It is proposed that the authorisation granted to the Board of Directors by the AGM of 20 March 2003 to surrender company shares be cancelled. 5. Proposal by the Board of Directors for the issue of share options. The Board of Directors that the AGM decide on issuing share options to personnel of Citycon Oyj and of its subsidiaries and to a wholly owned subsidiary of Citycon Oyj. It is proposed that existing shareholders' preemption rights be waived as the share options are intended to be part of the Group's personnel incentive and commitment system. The number of share options will be 3,900,000. Each option will confer the right to subscribe one (1) Citycon share. Of the options 1,300,000 will be marked with the code 2004A, 1,300,000 with the code 2004B and 1,300,000 with the code 2004C. The options may be used to subscribe a maximum total of 3,900,000 Citycon Oyj shares. The subscription price for a share with a 2004A option will be the average price weighted for Citycon Oyj's share turnover on the Helsinki Exchanges for the period 1 – 30 April 2004 plus 20 per cent, with a 2004B option it will be the average price weighted for Citycon Oyj's share turnover on the Helsinki Exchanges for the period 1 – 30 April 2005 plus 20 per cent, and with a 2004C option it will be the average price weighted for Citycon Oyj's share turnover on the Helsinki Exchanges for the period 1 – 30 April 2006 plus 20 per cent. The subscription price of shares to be subscribed with options will be reduced after the start of the period for setting the price and before the subscription of the share, by half of the amount of the dividends decided on, on each dividend payment's date of record. The share subscription period with 2004A options will be 1 September 2006 – 31 March 2009, with 2004B options 1 September 2007 – 31 March 2010 and with 2004C options 1 September 2008 – 31 March 2011. Citycon Oyj's share capital may, as a result of the share subscriptions from the 2004 share options, increase by a maximum total of EUR 5,265,000 and the number of shares may rise by a maximum of 3,900,000 new shares. 6. Proposal by the Board of Directors to amend sections 4 and 5 of the articles of association The Board of Directors proposes that sections 4 and 5 of the articles of association be amended as follows: As the company's shares are on a book-entry securities system, clarifications of this will be made to section 4. Section 5 will be amended in such a way that the Board of Directors shall have a minimum of five (5) and a maximum of eight (8) members. The mention of the appointment of a separate compensation committee will be deleted from section 5 and a mention will be added to the effect that the Board of Directors may appoint separate committees from among its members. Viewing of documents The documents related to the financial statements and the Board of Directors' proposals with appendices will be on view to shareholders starting no later than Monday, 8 March 2004, at the company's head office at Pohjoisesplanadi 35 AB, FIN-00100 Helsinki. Shareholders will be sent copies of the documents on request. Entitlement to attend Shareholders will be entitled to attend if, by Friday 5 March 2004, they are marked as shareholders in the company's register of members kept by the Finnish Central Securities Depository Ltd or are entitled to attend the AGM under chapter 3a section 4 subsection 2 of the Finnish Companies Act. Registration A shareholder who wishes to attend the annual general meeting must notify the company in writing no later than 4 p.m. on Thursday 11 March 2004 at the address Citycon Oyj, Pohjoisesplanadi 35 AB, FIN-00100 Helsinki, Finland, by phone +358 9 680 3670/Raija Rinne-Ingberg, by fax +358 9 680 36788 or by e-mail at the address raija.rinneingberg@citycon.fi. Please send any proxies by the deadline given. The composition of the Board of Directors and the auditors The board of directors will propose to the annual general meeting that the number of members on the company's Board of Directors be confirmed as seven and that the present members Stig-Erik Bergström, DSc (Econ); Jorma Lehtonen, MSc (Eng); and Counsellor of Industry (Hon) Carl G. Nordman be re-elected for a new term of office and that the new members elected to the Board be Timo Kankuri, Director, Real Estate; Managing Director Raimo Korpinen; Tuomo Lähdesmäki, MSc (Eng), MBA; and Commercial Counsellor Jouko Tuunainen. The Board of Directors also proposes that Ari Ahti, Authorised Public Accountant, and Jaakko Nyman, APA, be re-elected as the company's auditors with the APA firm KPMG Wideri Oy Ab as deputy auditor. Payment of dividend The Board of Directors will propose to the AGM that a dividend is paid on shares in non-company ownership for the financial year 1 January – 31 December 2003 in the amount of EUR 0.14 per share. Dividend will be paid to shareholders who are entered in the register of members kept by the Finnish Central Securities Depository Ltd on Thursday 18 March 2004. The Board of Directors proposes Thursday 25 March 2004 as the dividend payment date. Helsinki, 12 February 2004 CITYCON OYJ Board of Directors Further information: CEO Petri Olkinuora, Tel. +358 400 333 256 Distribution: Helsinki Exchanges and main media

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