Citycon Oyj - Notice to general meeting

Notice of the Annual General Meeting

CITYCON OYJ Stock Exchange Release 11 February 2015 at 9:02 hrs

The shareholders of Citycon Oyj are hereby invited to the Annual General
Meeting to be held on Thursday, 19 March 2015 at 12.00 p.m. at Finlandia Hall
(Veranda 1 hall), 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

  1. Calling the Meeting to Order

  1. Election of Persons to Scrutinize the Minutes and to Supervise the Counting
     of Votes

  1. Recording the Legality of the Meeting

  1. Recording the Attendance and Adopting the List of Votes

  1. Presentation of the Financial Statements and the Report of the Board of
     Directors for the Year 2014

  -- Review by the CEO 

  1. Presentation of the Auditor's Report

  1. Adoption of the Financial Statements

  1. Resolution on the Use of the Profit Shown on the Balance Sheet and the
     Payment of Dividend and Resolution on the Distribution of Assets from the
     Invested Unrestricted Equity Fund
     The Board of Directors proposes that no dividend be paid for the financial
     year 2014 and that the shareholders are paid an equity repayment of EUR
     0.15 per share from the invested unrestricted equity fund. The equity
     repayment will be paid to a shareholder registered in the company's
     shareholders' register maintained by Euroclear Finland Ltd on the record
     date for equity repayment 23 March 2015. The Board of Directors proposes
     that the equity repayment be paid on 30 March 2015.

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

  1. Resolution on the Remuneration of Members of the Board of Directors
     The Board of Directors' Nomination and Remuneration Committee proposes 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 Nomination and Remuneration Committee proposes that the
     Chairmen of the meetings of the Board's Committees 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 Nomination and
     Remuneration Committee also proposes that the members of the Board of
     Directors not residing in the Helsinki metropolitan area be compensated
     accrued travel and lodging expenses as well as other potential costs
     related to Board work.

  1. Resolution on the Number of Members of the Board of Directors
     The Board of Directors' Nomination and Remuneration Committee proposes that
     the number of members of the Board of Directors shall be ten.

  1. Election of Members of the Board of Directors
     The Board of Directors' Nomination and Remuneration Committee proposes that
     the current members of the Board of Directors Ronen Ashkenazi, Chaim
     Katzman, Bernd Knobloch, Arnold de Haan, Kirsi Komi, Andrea Orlandi, Claes
     Ottosson, Per-Anders Ovin and Ariella Zochovitzky be re-elected, and that
     Rachel Lavine 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
     members, Karine Ohana will leave the Board of Directors.
     Said persons have given their consent to the election. Their personal
     details are available on the company's website at www.citycon.com.

  1. Resolution on the Remuneration of the Auditor
     The Board of Directors' Audit and Governance Committee proposes that the
     audit fee be paid according to the auditor's invoice.

  1. Election of the Auditor
     The Board of Directors' Audit and Governance Committee proposes that the
     company's present auditor, Ernst & Young Oy, a firm of authorised
     public accountants, be re-elected as the auditor of the company. Ernst& Young Oy has announced that Mikko Rytilahti, APA will act as the
     responsible auditor of the company.

  1. Authorising 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 as follows.
     The amount of shares to be issued shall not exceed 60 million shares, which
     corresponds to approximately 10.1 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 2016.

  1. Authorising 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 amount of own shares to be repurchased and/or accepted as pledge shall
     not exceed 30 million shares, which corresponds to approximately 5.1 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 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 authorization is valid until the close of next Annual General Meeting,
     however, no longer than until 30 June 2016.

  1. 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
www.citycon.com/agm2015. 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 2 April 2015 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 Monday, 9 March 2015 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 16 March 2015 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 www.citycon.com/agm2015,
- by e-mail to legal@citycon.fi,
- by telephone +358 20 766 4400 from Mondays to Fridays between 9.00 a.m. and
4.00 p.m., 
- by telefax +358 20 766 4499, or
- by mail addressed to Citycon Oyj, AGM, Korkeavuorenkatu 35, FI-00130
Helsinki, 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 9 March 2015, 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 16 March 2015 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 www.citycon.com/agm2015. 

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. 

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 www.citycon.com/gm. 

On the date of publication of this notice, 11 February 2015, Citycon Oyj has
593,328,419 shares and votes. The company or its subsidiaries do not own shares
in the company. 


                                  CITYCON OYJ
                               Board of Directors




For further information, please contact:
Eero Sihvonen, Executive Vice President and CFO
Tel. +358 20 766 4459 or +358 50 557 9137
eero.sihvonen@citycon.com

Anu Tuomola, General Counsel and Head of Legal Affairs
Tel. +358 20 766 4427 or +358 50 414 3280
anu.tuomola@citycon.com



Citycon Oyj (NASDAQ OMX: CTY1S) is a leading owner, developer and manager of
urban grocery-anchored shopping centres in the Nordic and Baltic regions,
managing assets that total approximately EUR 3.3 billion and with a market
capitalisation of approximately EUR 1.5 billion. For more information about
Citycon, please visit www.citycon.com

Attachments:

AGM_Notice_2015.pdf