Published: 2003-02-27 10:30:03 CET
Citycon Oyj
Company Announcement
NOTICE OF ANNUAL GENERAL MEETING
CITYCON OYJ  STOCK EXCHANGE BULLETIN 27 FEBRUARY 2003 at 11.30am

NOTICE OF
ANNUAL GENERAL MEETING

Citycon Oyj's shareholders are invited to attend the
Annual 
General Meeting which will be held starting at 10am on Thursday 
20
March, 2003 at Kansallissali, 2nd floor, Aleksanterinkatu 44, 
00100
Helsinki.

The Annual General Meeting will handle the following
matters:

1. Matters to be handled by the Annual General Meeting in

accordance with Article 10 of the Company's Articles of 
Association

2.
Board of Directors' proposal for authorisation to increase 
the share capital
through a new issue

The Board of Directors proposes to the Annual General
Meeting 
that the Board be authorised to decide whether to increase the

Company's share capital by a maximum of EUR 28,464,893.10 
through one or
more new issues offering a maximum aggregate of 
21,085,106 new shares having
a nominal value of EUR 1.35. 

The authorisation includes the right to
disapply the pre-emption 
rights of existing shareholders to subscribe new
shares and to 
decide the subscription price and other terms and conditions of

subscription. The pre-emption rights of existing shareholders 
may be
disapplied if there exists an important financial reason 
for doing so, such
as expanding the Company's ownership base, 
financing property or share deals
or financing the acquisition 
of other assets important to the Company's
business. The Board 
of Directors may not disapply pre-emption rights to the
benefit 
of any member of the inner circle. 

When the share capital is
increased through a new issue, the 
Board of Directors has the right to decide
whether the shares 
may be subscribed in kind or subject to certain other
conditions 
or by means of the right of set-off. 

The authorisation is
valid for one year from the decision of the 
Annual General Meeting. 

It is
proposed that the authorisation to increase the share 
capital through a new
issue, given by the Annual General Meeting 
of 26 March 2002, be
cancelled.

3. Board of Directors' proposal for authorisation to acquire the

Company's own shares

The Board of Directors proposes to the Annual General
Meeting 
that the Board be authorised to decide to use distributable 
funds
to acquire the Company's own shares provided that the 
aggregate nominal value
of the shares owned by the Company, 
including those already acquired, does
not exceed five per cent 
(5%) of the Company's share capital and votes after
the 
acquisition. Pursuant to this authorisation, the Company may 
acquire a
maximum of 1,414,892 of its own shares.

The authorisation entitles the Board
of Directors to acquire 
Company's own shares for use as consideration in any

acquisitions of property, shares or any other assets important 
to the
Company's business or to be further conveyed or cancelled 
in the manner and
to the extent decided by the Board of 
Directors. Disapplying the pro-rata
pre-emption rights of 
shareholders, acquisitions of own shares are to take
place at 
the market price prevailing at the time of acquisition during

public trading on the Helsinki Exchanges. The purchase price of 
shares
acquired in this way shall be paid to the vendors within 
the payment period
determined by the Rules of the Helsinki Stock 
Exchange and the Regulations of
the Finnish Central Securities 
Depository. Acquisitions of own shares
decrease the Company's 
distributable funds accordingly.

Because the
maximum aggregate of the shares that can be acquired 
is under 5 per cent of
the Company's total shares and votes 
conferred by shares, share acquisitions
have no material impact 
on the distribution of share ownership and votes
within the 
Company. 

The authorisation is valid for one year from the
decision of the 
Annual General Meeting.

It is proposed that the
authorisation to acquire the Company's 
own shares, given by the Annual
General Meeting of 26 March 
2002, be cancelled.

4. Board of Directors'
proposal for authorisation to convey the 
Company's own shares

The Board of
Directors proposes to the Annual General Meeting 
that the Board be authorised
to convey the Company's own shares. 
The authorisation is valid for all shares
acquired by virtue of 
authorisation to acquire such shares and for the
conveyance of 
such shares already in the Company's ownership.  

The
authorisation entitles the Board of Directors to decide to 
whom and in what
order the Company's own shares are to be 
conveyed. The Board of Directors may
decide to convey the 
Company's own shares other than on the pro-rata basis to
which 
shareholders have a pre-emption right to purchase the Company's

shares. The Board of Directors may convey the Company's own 
shares for use
as consideration in any acquisitions of property, 
shares or any other assets
important to the Company's business 
in the manner and to the extent decided
by the Board of 
Directors. The shares can also be conveyed in public trading
on 
the Helsinki Exchanges. 

The authorisation includes the right to decide
the conveyance 
price of the shares and the determination principles thereof

other than against cash consideration or by means of the right 
of
set-off.

The authorisation is valid for one year from the decision of the

Annual General Meeting.

It is proposed that the authorisation to convey
the Company's 
own shares, given by the Annual General Meeting of 26 March

2002, be cancelled.

Inspection of documents

The Company's annual
accounts and the proposals of the Board of 
Directors, with enclosures, are
available for the inspection of 
shareholders from Thursday 13 March 2003 at
Citycon's head 
office, Pohjoisesplanadi 35 AB, 00100 Helsinki. Shareholders

will be sent copies of these documents on request.

Eligibility to
attend

Eligibility to attend the Annual General Meeting is vested in

shareholders who are listed on Monday 10 March 2003 in the 
Company's
shareholders' register kept by the Finnish Central 
Securities Depository Ltd
or in persons eligible to attend the 

Annual General Meeting pursuant to
Chapter 3a Section 4 
Subsection 2 of the Finnish Companies
Act.

Notification

Shareholders wishing to attend the Annual General
Meeting should 
notify the Company of their intent to do so by 4pm Finnish
time 
on Monday 17 March 2003 either in writing to Citycon Oyj,

Pohjoisesplanadi 35 AB, FIN-00100 Helsinki, Finland, by 
telephone on +358
(0)9 680 3670, Raija Rinne-Ingberg, by fax on 
+358 (0)9 680 36788 or by email
to 
raija.rinneingberg@citycon.fi. Any proxies are requested to be 
sent to
arrive at the above address before the deadline given. 

Board of Directors'
composition and auditors

Shareholders representing over 50 per cent of the
votes 
conferred by shares have notified the Company that they intend 
to
propose to the Annual General Meeting that the number of 
Board members again
be confirmed as six and that all the present 
Board members, Stig-Erik
Bergström, Heikki Hyppönen, Juhani 
Järvi, Jorma Lehtonen, Carl G. Nordman and
Juha Olkinuora be re-
appointed for another term of office. The above members
of the
Board of directors have indicated their willingness to stand 
for
re-appointment.

Additionally, the above shareholders have notified that they

intend to propose to the Annual General Meeting that authorised 
public
accountants Ari Ahti and Jaakko Nyman be re-appointed as 
the Company's
auditors and that authorised public accountants 
KPMG Wideri Oy Ab be
re-appointed as the Company's deputy 
auditor.

Dividend

The Board of
Directors proposes to the Annual General Meeting 
that a dividend of EUR 0.09
be paid for the financial year 
ending 31 December 2002 on all shares outside
the Company's 
ownership. The dividend will be paid to shareholders listed on

the Company's shareholders' register kept by the Finnish Central 
Securities
Depository Ltd at the record date Tuesday 25 March 
2003. The Board of
Directors proposes that the dividend be paid 
on Tuesday 1 April 2003.


Helsinki, 27 February 2003

CITYCON OYJ

Board of Directors




Further information from: CEO Mr Petri Olkinuora on +358 400 333

256.

Distribution: Helsinki Exchanges and main media


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