Annual General Meeting 2017

Resolutions of Citycon Oyj’s Annual General Meeting

Citycon Oyj’s Annual General Meeting (AGM) took place in Helsinki, Finland, on 22 March 2017. The General Meeting approved all the proposals of the Board of Directors to the General Meeting.

The General Meeting adopted the company’s financial statements and discharged the members of the Board of Directors and the Chief Executive Officer from liability for the financial year 2016. The General Meeting decided that no dividend is distributed by a resolution of the AGM and authorised the Board of Directors to decide in its discretion on the distribution of dividend and assets from the invested unrestricted equity fund as follows:

Based on the authorisation the maximum amount of dividend to be distributed shall not exceed EUR 0.01 per share and the maximum amount of equity repayment distributed from the invested unrestricted equity fund shall not exceed EUR 0.12 per share.

The authorisation is valid until the opening of the next AGM.

Unless the Board of Directors decides otherwise for a justified reason, the authorisation will be used to distribute dividend and/or equity repayment four times during the period of validity of the authorisation. In this case, the Board of Directors will make separate resolutions on each distribution of the dividend and/or equity repayment so that the preliminary record and payment dates will be as stated below. Citycon shall make separate announcements of such Board resolutions.

The dividend and/or equity repayment based on a resolution of the Board of Directors will be paid to a shareholder registered in the company’s shareholders’ register maintained by Euroclear Finland Ltd on the record date for the dividend and/or equity repayment.

Members of the Board of Directors and their remuneration

The number of members of the Board of Directors was resolved to be ten. Chaim Katzman, Bernd Knobloch, Arnold de Haan, Kirsi Komi, Rachel Lavine, Andrea Orlandi, Claes Ottosson, Per-Anders Ovin and Ariella Zochovitzky were re-elected to the Board of Directors and David R. Lukes was elected as new member to the Board of Directors for a term that will continue until the close of the next AGM. The Directors’ personal details are available on the company’s website at www.citycon.com/board.

The General Meeting decided that the Chairman of the Board of Directors be paid an annual fee of EUR    160,000, the Deputy Chairmen EUR    70,000 and the ordinary members of the Board EUR    50,000. The Chairmen of the Board of Directors’ Committees would be paid an additional annual fee of EUR    5,000.

In addition, the General Meeting decided that the Chairmen of the meetings of the Board’s Committees shall be paid a meeting fee of EUR    800 and other Board and Committee members EUR    600 per meeting. The Chairman of the Board shall be paid no meeting fees.

The members of the Board of Directors shall be compensated accrued travel and lodging expenses as well as other potential costs related to Board and Committee work.

Auditor

Ernst & Young Oy, a firm of authorized public accountants, was re-elected as the auditor of the company with authorised public accountant (APA) Mikko Rytilahti as the auditor with principal responsibility. The audit fee shall be paid according to the auditor’s invoice.

Authorising the Board of Directors to decide on the issuance of shares as well as the issuance of special rights entitling to shares

The General Meeting authorised the Board of Directors to decide on the issuance of shares as well as the issuance of special rights entitling to shares referred to in Chapter 10 Section 1 of the Finnish Companies Act by one or several decisions as follows:

The amount of shares to be issued shall not exceed 85 million shares, which corresponds to approximately 9.55 percent of all the current shares in the company. Shares potentially issued by virtue of the special rights entitling to shares are included in the aforesaid maximum number of shares.

The Board of Directors decides on all the conditions of the issuance of shares and special rights entitling to shares. The authorisation concerns both the issuance of new shares as well as the transfer of own shares held by the company. The issuance of shares and special rights entitling to shares may be carried out in deviation from the shareholders' pre-emptive rights by way of a directed issue.

The authorisation is valid until the close of next AGM, however, no longer than until 30 June 2018.

Authorising the Board of Directors to Decide on the Repurchase and/or on the Acceptance as Pledge of the Company’s Own Shares

The General Meeting authorised the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of the company's own shares in one or several tranches as follows:

The amount of own shares to be repurchased and/or accepted as pledge shall not exceed 50 million shares, which corresponds to approximately 5.61 per cent of all the current shares in the company. Only the unrestricted equity of the company can be used to repurchase own shares on the basis of the authorisation.

Own shares can be repurchased at a price formed in public trading on the date of the repurchase or otherwise at a price formed on the market.

The Board of Directors decides how own shares will be repurchased and/or accepted as pledge. Own shares can be repurchased using, inter alia, derivatives. Own shares can be repurchased otherwise than in proportion to the shareholdings of the shareholders (directed repurchase).

The authorisation is valid until the close of next AGM, however, no longer than until 30 June 2018.

Video recording of the CEO's Review