Citycon Oyj - Decisions of extraordinary general meeting

Decisions of Citycon Oyj’s Extraordinary General Meeting

CITYCON OYJ		Stock Exchange Release		6 June 2014 at 13:00 hrs

Citycon Oyj's Extraordinary General Meeting (EGM) took place in Helsinki,
Finland, today. In order to implement the transaction described in the
company's stock exchange release published on 13 May 2014, the EGM decided, as
proposed by the Board of Directors, to authorize the Board of Directors to
decide on the issuance of shares for the purposes of the directed share issue
(the “Directed Share Issue”) and the rights issue (the “Rights Issue”) and, as
proposed by the Board of Directors' Nomination and Remuneration Committee, to
elect two new Board members of the company conditional upon the completion of
the Directed Share Issue, all as further set out below. Further, as proposed by
the Board of Directors, the EGM decided to authorize the Board of Directors to
decide on the issuance of shares as well as the issuance of special rights
giving title to shares. 

Authorizing the Board of Directors to decide on the Directed Share Issue

The General Meeting decided, in accordance with the proposal of the Board of
Directors, that the Board of Directors be authorized to decide on the issuance
of new shares in deviation from the shareholders' pre-emptive rights by way of
a directed issue, provided that the company has a weighty financial reason to
do so. The issue shall be directed to CPP Investment Board European Holdings
S.à r.l (“CPPIBEH”), a wholly owned subsidiary of Canada Pension Plan
Investment Board, an investment management organization investing the funds of
the Canada Pension Plan. The number of shares to be issued in the Directed
Share Issue shall not exceed 77,874,355 shares, which corresponds to
approximately 17.6 percent of all the current shares in the company. The Board
of Directors decides on all other conditions of the Directed Share Issue. The
authorization is valid until 31 December 2014. 

Authorizing the Board of Directors to decide on the Rights Issue

The General Meeting decided, in accordance with the proposal of the Board of
Directors, that the Board of Directors be authorized to decide on the issuance
of new shares by way of a rights issue as follows. 

The number of shares to be issued in the Rights Issue shall not exceed
74,166,052 shares, which corresponds to approximately 16.8 percent of all the
current shares in the company. The Rights Issue will be carried out in
accordance with the shareholders' pre-emptive rights, i.e. the new shares will
be offered for subscription by the shareholders of the company in proportion to
their shareholding in the company. The Board of Directors decides on all other
conditions of the Rights Issue, including the allocation of the new shares in
any possible secondary subscription. The authorization is valid until 31
December 2014. 

Authorizing 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 decided, in accordance with the proposal of the Board of
Directors, that the Board of Directors be authorized to decide on the issuance
of shares as well as the issuance of special rights giving title to shares
referred to in Chapter 10 Section 1 of the Finnish Limited Liability Companies
Act by one or several decisions as follows. The number of shares to be issued
shall not exceed 10,000,000 shares, which corresponds to approximately 2.26
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
giving title to shares may be carried out in deviation from the shareholders'
pre-emptive rights by way of a directed issue. The authorization replaced the
generic authorization of the Board of Directors to decide on the issuance of
shares as well as the issuance of special rights entitling to shares resolved
upon by the Annual General Meeting on 19 March 2014.  The authorization is
valid until the close of next Annual General Meeting, however, no longer than
until 30 June 2015. 

Election of Members of the Board of Directors

The General Meeting decided, in accordance with the proposal of the Board of
Directors' Nomination and Remuneration Committee, that, conditional upon the
completion of the Directed Share Issue, Andrea Orlandi and Arnold de Haan be
elected new members of the Board of Directors, both of them for a term that
will start on the date on which the shares issued in the Directed Share Issue
are registered in the Trade Register, i.e. on or about 10 June 2014, and
continue until the close of the next Annual General Meeting. 

Mr. Andrea Orlandi has notified the company that he will not accept any annual
fees or meeting fees payable by the company. 


Minutes of the Extraordinary General Meeting will be available on the corporate
website at www.citycon.com/egm2014 on 20 June 2014 at the latest. 

The organizing meeting of the Board of Directors, to decide on the compositions
of the Board of Directors' Committees after the commencement of the term of new
members of the Board of Directors, will be held later. 

Helsinki 6.6.2014

CITYCON OYJ
Marcel Kokkeel
CEO


For further information, please contact:

Marcel Kokkeel, CEO
Tel. +358 20 766 4521 or +358 40 154 6760
marcel.kokkeel@citycon.com

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


Distribution:
NASDAQ OMX Helsinki
Major Media
www.citycon.com