Resolutions by Citycon Oyj's Annual General Meeting

CITYCON OYJ STOCK EXCHANGE RELEASE 5 APRIL 2005 at 12:15 Resolutions by Citycon Oyj's Annual General Meeting Citycon Oyj's Annual General Meeting (AGM) took place in Helsinki today. The AGM decided on a dividend of EUR 0.14 per share for the year 2004. Record date for the dividend payment is 8 April 2005 and the dividend will be paid on 15 April 2005. Mr Thomas Wernink, 59, MA (General Economics), was elected as a new member of the Board. The AGM approved all proposals made by the Board of Directors. The AGM adopted the parent company's financial statements and the consolidated financial statements for 2004 and discharged the members of the Board of Directors and the Chief Executive Officer from liability. The number of Board members remained at eight with Stig-Erik Bergström, Amir Gal, Raimo Korpinen, Tuomo Lähdesmäki, Carl G. Nordman, Claes Ottosson and Dor Segal being re-elected to the Board for a one-year term. Thomas Wernink was elected as a new member. Thom Wernink is a citizen of the Netherlands. The AGM decided that the Chairman of the Board shall be paid an annual fee of EUR 40,000, the Deputy Chairman an annual fee of EUR 30,000 and the ordinary members of the Board an annual fee of EUR 20,000. It was further resolved that the Chairman of the Board shall be paid a meeting fee of EUR 500 and the Deputy Chairman and ordinary members of the Board a meeting fee of EUR 400 for each meeting. The meeting fee shall also be paid for the Board committee meetings. The payment of the annual fee to the Finnish members of the Board is conditional upon them signing an undertaking to acquire Citycon shares with the amount of the fee remaining after deduction of applicable taxes. Auditors Authorised public accountants Tuija Korpelainen and Mikael Holmström, with a firm of authorised public accountants Ernst & Young Oy as deputy auditor were appointed as the company's auditors for the financial year 2005. Proposals by the Board of Directors 1. Amendment to the Articles of Association The AGM decided to amend the Article 3 of the Articles of Association so that the maximum share capital of the company be EUR 500,000,000 and Article 12 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. 2. Reduction of the share capital The AGM decided to reduce the company's share capital 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 with no effects on the restricted shareholders' equity. 3. Authorisation for a share capital increase The AGM authorised the Board to decide by 5 April 2006 to issue one or several convertible bonds, issue stock options and increase the company's share capital through one or several share 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. The authorisation includes a right to deviate from the shareholders' pre-emptive subscription right. 4. Selling of shares in the joint book-entry account The AGM decided 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 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. CITYCON OYJ Petri Olkinuora CEO Further information is available from: Mr Petri Olkinuora, CEO, on +358 400 333 256 Distribution: Helsinki Stock Exchange and main media


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