CITYCON OYJ Stock exchange release 1 March 2026 at 23:15 hrs
The Extraordinary General Meeting (the “General Meeting”) of Citycon Oyj (the “Company”) will be held on Monday, 23 March 2026 at 14:00 (EET). The General Meeting will be held at Eteläesplanadi 2, 00130 Helsinki, at the facilities of Borenius Attorneys Ltd. Instructions for participation are provided in section C of this notice.
The Company’s shareholders may also exercise their voting rights by voting in advance. Instructions for advance voting are provided in section C of this notice.
A. Matters on the Agenda of the Extraordinary General Meeting
1. Opening of the Meeting
2. Calling the Meeting to Order
3. Election of Persons to Scrutinize the Minutes and to Supervise the Counting of Votes
4. Recording the Legality of the Meeting
5. Recording the Attendance and Adopting the List of Votes
6. Resolution on distribution of funds and on authorizing the Board of Directors to decide on distribution of funds
The Board of Directors proposes to the General Meeting that the meeting resolves to distribute EUR 0.9 per share from the reserve of invested unrestricted equity as return of capital, i.e. a total of approximately EUR 165.21 million, based on the total number of shares issued on the date of the meeting. The funds will be paid to shareholders registered in the register of shareholders maintained by Euroclear Finland Oy on the record day of payment 25 March 2026. The funds will be paid on 1 April 2026.
The company published on 26 February 2026 a financial review, including inter alia the audited consolidated financial statements and the parent company financial statements for the accounting period 1 January to 31 December 2025. The financial statements for the financial year 2025 will not be adopted by the date of the Extraordinary General Meeting and the proposed distribution of funds will be based on the audited and adopted financial statements 31 December 2024.
The distribution proposal takes into account the solvency of the company, decisions to distribute funds made after the completion of the financial statements and other essential changes in the financial position of the company.
The distribution proposal is in line with the Citycon’s updated dividend policy, pursuant to which
the Company will use its excess cash for distribution to shareholders on a case-by-case basis, taking into account the Company’s financial performance, proceeds from potential divestments and refinancings, and overall business outlook, in full compliance with covenants and applicable rules and regulations.
7. Closing of the Meeting
B. Documents of the General Meeting
The proposal for the decision on the agenda of the General Meeting and this notice, the financial statements, management report and audit report from the financial year 2024, decisions concerning the distribution of funds following 31 December 2024 and quarterly and semi-annual reports will be available on the Company’s website at citycon.com/egm2026 as from 2 March 2026. As for the account by the board of directors on the events having occurred after 31 December 2024 and having an essential effect on the state of the company, reference is made to the Stock Exchange releases published by the company after the completion of the financial statements. Copies of the document and this notice will be sent to shareholders upon request.
Minutes of the General Meeting will be available on the aforementioned website as of 6 April 2026 at the latest.
C. Instructions for the Participants in the General Meeting
1. Shareholder Registered in the Shareholders’ Register
Each shareholder, who is registered in the Company’s shareholders’ register maintained by Euroclear
Finland Oy on the record date of the General Meeting, i.e. on 11 March 2026, has the right to
participate in the General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the Company’s shareholders’ register.
Registration for the General Meeting will begin on 5 March 2026 at 9.00 a.m. (EET). A shareholder who is registered in the Company’s shareholders’ register and who wishes to participate in the General Meeting, must register for the General Meeting by giving a prior notice of participation no later than 16 March 2026 at 4.00 p.m. (EET), by which time the notice of participation must be received.
The registration can be done in the following ways:
a) electronically by utilizing Euroclear’s electronic general meeting service accessible at citycon.com/egm2026. Registering requires strong electronic identification with a bank ID or mobile certificate for natural persons and business ID and the book-entry account number for
legal persons. If the shareholders that are legal persons use the electronic Suomi.fi e- authorization, registration requires a strong electronic authentication of the authorized person by using a bank ID or mobile certificate.
b) by email to yhtiokokous@euroclear.eu or by regular mail to Euroclear Finland Oy,
Yhtiökokous/Citycon Oyj, P.O. Box 1110, FI-00101 Helsinki.
In connection with the registration, a shareholder or a proxy representative is required to provide the requested personal information. The personal data given to the Company by shareholders and proxy representatives is only used in connection with the General Meeting and with the processing of related necessary registrations.
2. Proxy Representative and Powers of Attorney
A shareholder may participate in the General Meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative may also choose to vote in advance in the manner described in this notice.
A proxy representative must produce a dated proxy document or otherwise, in a reliable manner, demonstrate his/her right to represent the shareholder at the General Meeting. If a shareholder participates in the General Meeting by means of several proxy representatives representing the shareholder with shares in different book-entry accounts, the shares, by which each proxy representative represents the shareholder, shall be identified in connection with the registration for the General Meeting.
Proxy documents and advance voting forms should be delivered to Euroclear Finland Oy by mail to
Euroclear Finland Oy, Yhtiökokous/Citycon Oyj, P.O Box 1110, FI-00101 Helsinki or by email to yhtiokokous@euroclear.eu before the last date for registration and advance voting, by which time the documents must be received.
If a shareholder delivers a proxy document to the Company in accordance with the applicable instructions before the expiry of the registration and advance voting period, this constitutes due registration for the General Meeting, provided that all required information is included in the proxy documents.
Shareholders that are legal persons can also use the electronic Suomi.fi authorization service instead
of the traditional proxy in Euroclear Finland Oy’s general meeting service. In this case, the shareholder that is legal person authorizes an assignee nominated by it in the Suomi.fi service at suomi.fi/e- authorizations using the authorization topic “Representation at the General Meeting”. The assignee must identify himself/herself with strong electronic authentication in Euroclear Finland Oy's general meeting service when registering, after which the electronic mandate is automatically checked. The strong electronic authentication works with personal bank IDs or a mobile certificate. More information on
suomi.fi/e-authorizations.
Further information will also be available on the Company’s website at citycon.com/egm2026.
3. Holder of Nominee Registered Shares
A holder of nominee registered shares has the right to participate in the General Meeting by virtue of such shares, based on which the holder of nominee registered shares on the record date of the General Meeting, i.e. on 11 March 2026, would be entitled to be registered in the Company’s shareholders’ register maintained by Euroclear Finland Oy. In addition, the right to participate in the General Meeting requires that the shareholder has, on the basis of such shares, been temporarily registered in the shareholders’ register maintained by Euroclear Finland Oy based on these shares at the latest by 18 March 2026 at 10.00 a.m. As regards nominee registered shares, this constitutes due registration for the General Meeting.
A holder of nominee registered shares is advised to request, in good time, the necessary instructions regarding the temporary registration in the Company’s shareholders’ register, the issuing of proxy documents and voting instructions, registration for the General Meeting as well as advance voting from his/her custodian bank. The account management organization of the custodian bank shall register a holder of nominee registered shares, who wants to participate in the General Meeting, to be temporarily entered in the Company’s shareholders’ register at the latest by the time stated above and see to the voting in advance on behalf of a holder of nominee registered shares before the due date for the
registration. Further information on these matters can also be found on the Company’s website at citycon.com/egm2026.
4. Voting in Advance
Shareholders with a Finnish book-entry account may vote in advance on certain agenda items of the General Meeting during the period from 5 March 2026 at 9.00 a.m. (EET) until 18 March 2026 at 10.00 a.m. (EET).
Advance voting can be done in the following ways:
a) electronically by utilizing Euroclear’s electronic general meeting service accessible at citycon.com/egm2026. Voting in advance electronically requires strong electronic identification with a bank ID or mobile certificate for natural persons and business ID and the book-entry account number for legal persons.
b) by sending the advance voting form available on the Company’s website or corresponding
information to Euroclear Finland Oy by email to yhtiokokous@euroclear.eu or by regular mail to Euroclear Finland Oy, Yhtiökokous/Citycon Oyj, P.O. Box 1110, FI-00101 Helsinki.
The advance voting form and instructions relating to the advance voting will be available on the Company’s website at citycon.com/egm2026 no later than 5 March at 9.00 a.m. (EET).
If a shareholder participates in the General Meeting by voting in advance in accordance with the applicable instructions before the expiry of the registration and advance voting period, this constitutes due registration for the General Meeting, provided that all information required for registration and advance voting is duly provided. No other notification of participation is required for the General Meeting.
A shareholder who has voted in advance cannot request information under the Finnish Limited Liability Companies Act or request a vote at the General Meeting if they or their proxy representative is not present at the General Meeting.
With regards to holders of nominee registered shares, the advance voting is performed via the account management organization. The account management organization may vote in advance on behalf of
the holders of nominee registered shares it represents, in accordance with the voting instructions provided by them, during the advance voting period for holders of nominee registered shares.
An agenda item subject to advance voting, is considered to have been presented unchanged to the General Meeting. Conditions related to the electronic advance voting and other related instructions are available on the Company’s website at citycon.com/egm2026.
5. Other Instructions and Information
Pursuant to Chapter 5, Section 25 of the Finnish Limited Liability Companies Act, a shareholder who is present at the General Meeting has the right to request information with respect to the matters to be considered at the meeting.
Changes in shareholding after the record date do not affect the right to participate in the General Meeting nor the number of voting rights.
On the date of publication of this notice, 1 March 2026, Citycon Oyj has 183,569,011 shares and votes.
CITYCON OYJ
The Board of Directors
For further information, please contact:
Hilik Attias
Chief Financial Officer
Tel. +358 40 688 8580
hilik.attias@citycon.com
Anni Torkko
Director, Group Corporate Analysis & IR
Tel. +358 45 358 0570
anni.torkko@citycon.com
Citycon is a leading owner, manager and developer of mixed-use real estate featuring modern, necessity-based retail with residential, office and municipal service spaces that enhance the communities in which they operate. Citycon is committed to sustainable property management in the Nordic region with assets that total approximately EUR 3.8 billion. Our centres are located in urban hubs in the heart of vibrant communities with direct connections to public transport and anchored by grocery, healthcare and other services that cater to the everyday needs of customers.
Citycon’s shares are listed on Nasdaq Helsinki Ltd.
www.citycon.com