Notice to the Annual General Meeting of Citycon Oyj

Notice to the Annual General Meeting of Citycon Oyj
The shareholders of Citycon Oyj are hereby invited to the Annual General Meeting to be held on Tuesday, 20 March 2018 at 12.00 noon at Finlandia Hall (Veranda 4 hall), at the address Mannerheimintie 13, Helsinki, Finland (entrance through doors M4 and K4). The reception of participants who have registered for the meeting and the distribution of voting tickets will commence at 11.00 a.m.

A. Matters on the Agenda of the 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. Presentation of the Financial Statements and the Report of the Board of Directors for the Year 2017
- Review by the CEO

7. Presentation of the Auditor’s Report

8. Adoption of the Financial Statements

9. Resolution on the Use of the Profit Shown on the Balance Sheet as well as Authorization of the Board of Directors to Decide on the Distribution of Dividend and Assets from the Invested Unrestricted Equity Fund
The Board of Directors proposes that based on the balance sheet to be adopted for the financial period ended on 31 December 2017, no dividend is distributed by a resolution of the Annual General Meeting.

Nonetheless, the Board of Directors proposes that the Board of Directors be authorized to decide in its discretion on the distribution of dividend and assets from the invested unrestricted equity fund in the manner set forth below.

Based on this authorization, 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 authorization is valid until the opening of the next Annual General Meeting.

Unless the Board of Directors decides otherwise for a justified reason, the authorization will be used to distribute dividend and/or equity repayment four times during the period of validity of the authorization. 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 the 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 of the dividend and/or equity repayment.

10. Resolution on the Discharge of the Members of the Board of Directors and the CEO from Liability

11. Resolution on the Remuneration of the Members of the Board of Directors
The Board of Directors proposes on the recommendation of the Nomination and Remuneration Committee that the remuneration of members of the Board of Directors would remain the same and 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.

It is proposed 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, with the exception of the Chairman of the Board, who shall be paid no meeting fees.

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

12. Resolution on the Number of Members of the Board of Directors
The Board of Directors proposes on the recommendation of the Nomination and Remuneration Committee that the number of members of the Board of Directors shall be nine.

13. Election of the Members of the Board of Directors
The Board of Directors proposes on the recommendation of the Nomination and Remuneration Committee that of the current members of the Board of Directors Chaim Katzman, Bernd Knobloch, Arnold de Haan, Kirsi Komi, David Lukes, Andrea Orlandi, Per-Anders Ovin and Ariella Zochovitzky be re-elected, and that Ofer Stark be elected as a new member to the Board of Directors. The members of the Board of Directors will be elected for a term that will continue until the close of the next Annual General Meeting. Of the current Board members, Rachel Lavine and Claes Ottosson will leave the Board of Directors.

All candidates have given their consent to the election.

All candidates for the Board of Directors have been presented on the company’s website citycon.com/agm2018. In addition, information on the proposed new member of the Board of Directors is available at the end of this notice.

14. Resolution on the Remuneration of the Auditor
The Board of Directors proposes on the recommendation of the Audit and Governance Committee that the audit fee be paid in accordance with the auditor’s invoice approved by the company.

15. Election of the Auditor
On the recommendation of the Audit and Governance Committee, the Board of Directors proposes that the company's present auditor Ernst & Young Oy, a firm of authorized public accountants, be re-elected as the auditor. Ernst & Young Oy has announced that APA Mikko Rytilahti would act as the auditor with principal responsibility.

16. Proposal by the Board of Directors to amend the Articles of Association
The Board of Directors proposes that the Annual General Meeting would resolve to amend the Articles of Association, and especially Articles 2, 4, 8, 9 and 11 of the Articles of Association in the manner described below.

The Board proposes that Article 2 of the Articles of Association be amended to read as follows:

2 § The Company is engaged in buying, selling, owning and managing real estate, buildings, premises or any parts thereof as well as shares and interests in companies entitling to the above-mentioned. The Company is also engaged in leasing and developing of real estate, buildings and premises as well as providing management and management related services for real estate, buildings and premises. The Company can also engage in other operations related to the business operations specified in this section.

The Board proposes that the following amendments are made to Articles 8 and 9 of the Articles of Association:

8 § The General Meeting shall elect one (1) auditor to examine the administration and accounts of the Company. The auditor shall be an authorized audit firm.

9 § The Company’s Annual General Meeting shall be held annually within six (6) months of the expiration of the financial period on a date determined by the Board of Directors.

In addition, the Board proposes that the following additions are made to Articles 4 and 11 of the Articles of Association:

4 § Such Committees prepare designated items for the Board of Directors and resolve on operative matters as may be instructed by the Board of Directors from time to time.

11 § The General Meetings may be held, in addition to the Company’s domicile Helsinki, in Espoo (Finland), Stockholm (Sweden), Oslo (Norway) or Copenhagen (Denmark) as may be resolved by the Board of Directors.

Otherwise, the Board proposes that linguistic corrections are made to the Articles of Association.

The Articles of Association is proposed to be amended to reflect the new Auditing Act and the needs of Citycon Oyj’s Nordic business.

17. Authorizing the Board of Directors to Decide on the Issuance of Shares as well as the Issuance of Special Rights Entitling to Shares

The Board of Directors proposes that the Board of Directors be authorized 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 in the manner described below.

The number 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 authorization 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 authorization is valid until the close of next Annual General Meeting, however, no longer than until 30 June 2019.

18. Authorizing the Board of Directors to Decide on the Repurchase and/or on the Acceptance as Pledge of the Company’s Own Shares
The Board of Directors proposes that the Board of Directors be authorized 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 number 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 authorization.

Own shares can be repurchased at a price formed in public trading on the date of the repurchase or at a price otherwise 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 for instance by using derivatives. Own shares can be repurchased otherwise than in proportion to the shareholdings of the shareholders (directed repurchase).

The authorization is valid until the close of next Annual General Meeting, however, no longer than until 30 June 2019.

19. Closing of the Meeting


B. Documents of the General Meeting
Citycon Oyj’s Financial Statements, the Report of the Board of Directors and the Auditor’s Report, the proposals for the decisions on the agenda of the Annual General Meeting, and this notice are available on the company’s website citycon.com/agm2018 not later than 27 February 2018. Said documents will also be available at the venue of the meeting. Minutes of the Annual General Meeting will be available on the aforementioned website as of 3 April 2018 at the latest.

C. Instructions for the Participants in the General Meeting

1. Shareholders registered in the shareholders’ register
Each shareholder, who is registered in the company’s shareholders’ register maintained by Euroclear Finland Ltd on Thursday, 8 March 2018 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.

A shareholder, who is registered in the company’s shareholders’ register and wants to participate in the general meeting, shall register for the meeting by giving a prior notice of participation not later than 15 March 2018 at 4.00 p.m. The notice has to be received by the company before the end of the registration period. Such notice can be given
- on the company’s website citycon.com/agm2018,
- by e-mail to legal@citycon.com,
- by telephone +358 20 766 4400 from Mondays to Fridays between 9.00 a.m. and 4.00 p.m., or
- by mail addressed to Citycon Oyj, AGM, Suomenlahdentie 1, FI-02230 Espoo, Finland.

In connection with the registration, a shareholder is requested to notify his/her name, personal identification number or business-ID, telephone number as well as the name of a possible assistant or proxy representative, and the personal identification number of the proxy representative. The personal data given to Citycon Oyj is used only in connection with the general meeting and with the processing of related registrations.

The shareholder, his/her authorized representative or proxy representative shall, where necessary, be able to prove his/her identity and/or right of representation.

2. Holders 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 (s)he on the record date of the general meeting, i.e. on 8 March 2018, would be entitled to be registered in the company’s shareholders’ register maintained by Euroclear Finland Ltd. 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 Ltd not later than 15 March 2018 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 without delay necessary instructions regarding the temporary registration in the company’s shareholders’ register, the issuing of proxy documents and registration for the general meeting 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. Further information on these matters can also be found on the company’s website citycon.com/agm2018.

3. Proxy representative and proxy documents
A shareholder may participate in the general meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the general meeting. When a shareholder participates in the general meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the general meeting. Proxy templates are available on the company’s website citycon.com/agm2018.

Possible proxy documents are requested to be submitted to the company by the end of the registration period.

4. Further instructions/information
Pursuant to Chapter 5, Section 25 of the Finnish 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.

Further information on matters pertaining to general meeting and on shareholder’s rights is available on the company’s website citycon.com/general-meeting.

On the date of publication of this notice, 23 February 2018, Citycon Oyj has 889,992,628 shares and votes. The company holds 24,767 of the company’s own shares on the date of publication of the notice.

CITYCON OYJ
Board of Directors

Information on the proposed new member of the Board of Directors

Ofer Stark
Born 1972
Israel and US citizen
Main occupation: Architect, entrepreneur