CITYCON APPLIES FOR LISTING OF THE 1999A
CITYCON OYJ STOCK EXCHANGE ANNOUNCEMENT 16 April 2004 at 1.30pm. CITYCON APPLIES FOR LISTING OF THE 1999A/B-WARRANTS ON THE MAIN LIST OF THE HELSINKI EXCHANGES Citycon Oyj applies for listing of all 1999A/B-warrants on the main list of the Helsinki Exchanges so that the listing commences approximately on 23 April 2004. The total number of A/B-warrants is 3,600,000. Each A/B-warrant entitles its holder to subscribe for one Citycon Oyj share. In the aggregate, the A/B-warrants entitle holders to subscribe for 3,600,000 shares. The present share subscription price with A/B- warrants is EUR 1.54/share. The dividends payable annually shall be deducted from the share subscription price. The share subscription period for A/B-warrants has commenced on 1 September 2000 / 1 September 2002 and will end on 30 September 2007. CITYCON OYJ Petri Olkinuora CEO Further information is available from: Mr Petri Olkinuora, CEO, on +358 400 333 256 Distribution: Helsinki Exchanges and main media ENCL Terms and Conditions of the Warrants 1999 WARRANTS IN CITYCON OYJ (FORMER KIINTEISTÖSIJOITUS OYJ CITYCON) At its meeting on 4 November 1999 the Extraordinary General Meeting of Shareholders of Citycon Oyj has resolved to issue warrants to the personnel of the Citycon Group on the following terms and conditions. The warrant terms have been amended to correspond to euro denomination by the resolution of the Annual General Meeting of Shareholders on 26 March 2002. I WARRANT TERMS 1. Number of warrants The number of warrants issued will be 5,500,000, which entitle to subscribe for 5,500,000 shares in Citycon Oyj. 2. Warrants Of the warrants 1,800,000 will be marked with the letter A, 1,800,000 with the letter B and 1,900,000 with the letter C. The persons to whom warrants will be issued will be notified in writing by the Company about the offer of warrants. The warrants will be delivered to the recipient when he or she has accepted the offer of the Company. Warrant certificates shall, upon request, be delivered to the warrant holder at the start of the relevant share subscription period unless the warrants have been transferred to the book-entry system. 3. Right to warrants The warrants shall, with deviation from the shareholders' pre- emptive right to subscription, be issued to the personnel of the Citycon Group and to Veniamo-Invest Oy. It is proposed that the shareholders' pre-emptive right to subscription be disapplied, since the warrants are intended to form part of the Group's incentive program for the personnel. 4. Distribution of warrants The Board of Directors decides upon the distribution of the warrants. Warrants shall be issued to Veniamo Invest Oy to the extent that these are not distributed to the personnel of the Citycon Group. The Board of Directors of Citycon Oyj will decide, at a later date, upon the distribution of the warrants granted to the subsidiary to the employed personnel of the Citycon Group. 5. Transfer of warrants and obligation to offer warrants The warrants are freely transferable when the relevant share subscription period has begun. The Board of Directors may, as an exception to the above, permit the transfer of a warrant also at an earlier date. Should a subscriber cease to be employed by or in the service of the Citycon Group before 1 September 2004 for any other reason than retirement or death then such person shall without delay offer to the Company, free of charge, those warrants for which the share subscription period in accordance with Section II.2 had not begun at the last day of such person's employment or service. II TERMS AND CONDITIONS OF THE SHARE SUBSCRIPTION 1. Right to subscribe new shares Each warrant entitles its holder to subscribe for one (1) share in Citycon Oyj with a nominal value of one euro and thirty-five cents (EUR 1.35). As a result of the subscriptions the share capital of Citycon Oyj may be increased by a maximum of 5,500,000 new shares, i.e., by a maximum of EUR 7,425,000. 2. Share subscription and payment The subscription period shall begin: for warrant A on 1 September 2000 for warrant B on 1 September 2002 for warrant C on 1 September 2004. The share subscription period shall end on 30 September 2007 for all warrants. The share subscription shall take place at the head office of Citycon Oyj and possibly at another location to be determined later. Payment of shares subscribed shall be effected on subscription. 3. Share subscription price The share subscription price shall be two euro (EUR 2). From the share subscription price shall, as per the dividend record date, be deducted the amount of dividend distributed after 4 November 1999 but before the date of share subscription. The share subscription price shall, nevertheless, always amount to at least the nominal value of the share. 4. Registration of shares Shares subscribed for and fully paid shall be registered in the book-entry account of the subscriber. 5. Shareholder rights Shares shall entitle to dividend for the financial year in which the share subscription takes place. Other shareholder rights shall commence when the increase of the share capital has been entered into the Trade Register. 6. Share issues, convertible bonds and warrants before share subscription Should the Company, before the subscription for shares, raise its share capital through an issue of new shares, or issue convertible bonds or warrants relating to shareholding in Citycon Oyj, a warrant holder shall have the same right as or an equal right to that of a shareholder. Equality is reached in the manner determined by the Board of Directors by adjusting the number of shares available for subscription, the subscription price or both of these. Should the Company, before the subscription for shares, increase its share capital by way of a bonus issue, the subscription ratio shall be amended so that the ratio to the share capital of shares to be subscribed for by virtue of warrants remains unchanged. If the number of shares that can be subscribed for by virtue of one warrant should be a fraction, the fractional part shall be taken into account by reducing the subscription price. 7. Rights in certain cases If the Company reduces its share capital before the subscription of shares, the subscription right accorded by the terms of the warrant shall be adjusted accordingly, as specified in the resolution to reduce the share capital. If the Company is placed in liquidation before the subscription of shares, the warrant owner shall be given an opportunity to exercise his/her subscription right before the liquidation begins, within a period of time determined by the Board of Directors. If the Company resolves to merge in another company as the company being acquired or in a company to be formed in a combination merger or if the Company resolves to be divided, the warrant owner shall, before the merger or division, be given the right to subscribe for the shares within the period of time determined by the Board of Directors. After such date no subscription right shall exist. If the Company resolves to acquire its own shares after the share subscription period has begun by an offer made to all shareholders, the warrant owner shall be made an equivalent offer. In other cases the acquisition of the Company's own shares does not require the Company to take any action in relation to the warrant. If according to the Companies Act a redemption right is created for a shareholder to the shares of the other shareholders, the warrant owner shall be given a right equal to that of the shareholders to sell his warrants to the shareholder with the redemption right. If the nominal value of the share is changed while the share capital remains unchanged, the subscription terms shall be amended so that the total nominal value of the shares available for subscription and the total subscription price remain the same. Converting the Company from a public company into a private company will not affect the terms and conditions of the warrants. 8. Dispute resolution Disputes arising in relation to the warrants shall be settled by arbitration in accordance with the Arbitration Rules of the Central Chamber of Commerce. 9. Other matters The Board of Directors may decide on the transfer of the warrants to the book-entry system at a later date and on the resulting technical amendments to the terms and conditions. Other matters related to the warrants are decided on by the Board of Directors. The warrant documentation is kept available for inspection at the head office of Citycon Oyj in Helsinki.