Citycon Oyj - Decisions of general meeting

Resolutions of Citycon Oyj’s Annual General Meeting

CITYCON OYJ         Stock Exchange Release           21 March 2013 at 17:50

Citycon Oyj's Annual General Meeting (AGM) took place in Helsinki, Finland,
today. The AGM approved all the proposals of the Board of Directors to the AGM.
The AGM adopted the company's financial statements and discharged the members
of the Board of Directors and the Chief Executive Officer from liability for
the financial year 2012. The AGM decided on a dividend of EUR 0.04 per share
for the financial year 2012 and on an equity repayment of EUR 0.11 per share
from the invested unrestricted equity fund. The record date for the dividend
payment and equity repayment is 26 March 2013 and the dividend and equity
repayment will be paid on 4 April 2013. 

According to the terms and conditions of the issuance of new shares in
accordance with the pre-emptive subscription right of shareholders, decided
upon by the Board of Directors on 12 February 2013 based on the authorization
of the Extraordinary General Meeting of 6 February 2013, the new shares issued
in the rights issue do not entitle their holders to the above mentioned
dividend payment nor the equity repayment. 

Members of the Board of Directors and their remuneration

The number of members of the Board of Directors was resolved at ten. Ronen
Ashkenazi, Chaim Katzman, Bernd Knobloch, Kirsi Komi, Claes Ottosson, Jorma
Sonninen, Yuval Yanai and Ariella Zochovitzky were re-elected to the Board and
Karine Ohana and Per-Anders Ovin were elected as new members to the Board of
Directors for a term that will continue until the close of the next Annual
General Meeting. The Directors' personal details are available on the corporate
website at www.citycon.com/board. 

Per-Håkan Westin, member of the company's Board of Directors since 2008, and
Roger Kempe, member of the Board of Directors since 2011, were no longer
available for re-election. The company and the company's Board of Directors
express their gratitude to both Mr. Westin and Mr. Kempe for their valuable
contribution in the company. 

The AGM decided that the Chairman of the Board of Directors shall be paid an
annual fee of EUR 160,000, Deputy Chairmen EUR 70,000 and ordinary members of
the Board of Directors EUR 50,000. The Chairmen of the Board of Directors'
Committees shall be paid an additional annual fee of EUR 5,000. In addition,
the AGM decided that Chairmen of the Board's Committees shall be paid a meeting
fee of EUR 800 and other Board and Committee members EUR 600 per meeting. The
Chairman of the Board of Directors shall be paid no meeting fees. It was
further decided that 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. 

Auditor

Ernst & Young Oy, a firm of authorised public accountants, was re-elected as
the auditor of the company with authorised public accountant Eija Niemi-Nikkola
acting as the responsible auditor. The audit fee shall be paid according to the
auditor's invoice. 

Authorising the Board of Directors to decide on the issuance of shares as well
as the issuance of special rights entitling to shares 

As proposed by the Board of Directors, the AGM authorised the Board of
Directors 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 Limited Liability Companies Act by one or several decisions as follows. 

The amount of shares to be issued shall not exceed 25,000,000 shares. 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 was further authorized to decide 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 the next Annual General Meeting,
however, no longer than until 30 June 2014. 

Authorising the Board of Directors to decide on the repurchase and/or on the
acceptance as pledge of the company's own shares 

As proposed by the Board of Directors, the AGM authorised the Board of
Directors 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 20,000,000 shares. 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 was further authorized to decide 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 2014. 

Helsinki, 21 March 2013

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.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