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