Citycon Oyj - Company Announcement

Citycon Oyj's Board of Directors' Proposals for the AGM

CITYCON OYJ         Stock Exchange Release	             8 February 2012 at 9:10
hrs 

The Board of Directors of Citycon Oyj hereby convenes the company's
shareholders to the Annual General Meeting (AGM) to be held at Finlandia Hall,
Helsinki, Finland on Wednesday, 21 March 2012 starting at 2.00 p.m. The Board
of Directors makes the following proposals for the AGM: 
- dividend proposal of EUR 0.04 per share and equity return proposal of EUR
0.11 per share, 
- authorisation to issue a maximum of 50 million new shares and
- authorisation to acquire a maximum of 20 million own shares.

1. Dividend Proposal as well as Proposal for the Distribution of Assets from
the Invested Unrestricted Equity Fund 
The Board of Directors proposes that for the financial year 2011, a per-share
dividend of EUR 0.04 be paid out from the retained earnings and EUR 0.11 per
share be returned from the invested unrestricted equity fund. The dividend and
the equity return will be paid to a shareholder registered in the company's
register of shareholders maintained by Euroclear Finland Ltd on the record date
for dividend payment and equity return 26 March 2012. The Board of Directors
proposes that the dividend and equity return be paid on 4 April 2012. 

2. Authorising the Board of Directors to Decide on the Issuance of Shares as
well as the Issuance of Option Rights and Other Special Rights Entitling to
Shares 
The Board of Directors proposes that the Annual General Meeting would resolve
on authorising the Board of Directors to decide on issuing of new shares and/or
conveying of own shares held by the company as well as issuance of option
rights and other special rights referred to in Chapter 10, Section 1 of the
Finnish Limited Liability Companies Act. 

The proposed authorisation entitles the Board of Directors to issue and/or
convey a maximum of 50,000,000 shares by one or several decisions. The proposed
maximum amount corresponds to approximately 18 per cent of all the current
shares of the company. 

By virtue of the authorisation, the Board of Directors also has the right to
grant option rights, and/or other special rights referred to in Chapter 10,
Section 1 of the Finnish Limited Liability Companies Act, which entitle their
holder to receive new shares or the company's own shares against payment so
that the price payable for the shares is paid in cash or by using the
subscriber's receivable for setting off the subscription price. Shares
potentially issued by virtue of the option and/or other special rights are
included in the aforesaid maximum number of shares. 

The new shares may be issued and/or the own shares held by the company conveyed
to the company's shareholders in proportion to their current holding or by
means of a directed share issue, waiving the pre-emptive subscription rights of
the shareholders, if there is a weighty financial reason for the company to do
so, such as, the use of the shares for improvement of the company's capital
structure, financing or implementation of potential acquisitions or other
corporate transactions or, as a part of the company's incentive plan, or for
any other such reason. 

The Board of Directors may also decide on a free share issue to the company
itself. 

The new shares may be issued and/or the own shares held by the company conveyed
either against payment or for free. The directed share issue can be for free
only if there is an especially weighty financial reason for the company to do
so, taking the interests of all shareholders into account. 

The Board of Directors is authorised to decide on any other matters related to
the share issues and to the issuance of option rights and other special rights.
The authorisation is proposed to be valid until the next Annual General
Meeting. 

3. Authorising the Board of Directors to Decide on the Acquisition of the
Company's Own Shares 
The Board of Directors proposes that the Annual General Meeting would resolve
on authorising the Board of Directors to decide on the acquisition of a maximum
of 20,000,000 of the company's own shares in one or several tranches. The
proposed maximum number of the authorisation corresponds to approximately seven
per cent of all shares in the company. 

The shares shall be acquired otherwise than in proportion to the holdings of
the shareholders through public trading on the NASDAQ OMX Helsinki Ltd (“Stock
Exchange”) at the market price prevailing at the time of the acquisition by
using unrestricted equity. The shares shall be acquired and paid for in
accordance with the rules of the Stock Exchange and Euroclear Finland Ltd. 

The shares can be acquired to improve the company's capital structure or to be
used in financing or implementation of potential acquisitions or other
corporate transactions or as part of the company's incentive plan. The company
may hold, convey or cancel the shares for said purposes. 

The Board of Directors shall decide on other terms and conditions related to
the acquisition of own shares. The authorisation is proposed to be valid until
the next Annual General Meeting. 

Notice of the general meeting will be published on the corporate website at
www.citycon.com/agm2012 on 21 February 2012. Citycon Oyj's Financial Statements
and related documents as well as the aforementioned proposals by the Board of
Directors are available on said website as of the same date. 

Helsinki, 7 February 2012

CITYCON OYJ
Board of Directors

For further information, please contact:
Marcel Kokkeel, CEO
Tel. +358 20 766 4521 or +358 40 154 6760
marcel.kokkeel@citycon.fi

Eero Sihvonen, Executive Vice President and CFO
Tel. +358 20 766 4459 or +358 40 557 9137
eero.sihvonen@citycon.fi

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