Published: 2004-02-12 11:50:38 CET
Citycon Oyj
Company Announcement
NOTICE OF MEETING
CITYCON OYJ	STOCK EXCHANGE BULLETIN 12.2.2004 12.50 PM

NOTICE OF
MEETING
Citycon Oyj's shareholders are invited to the annual general 
meeting
to be held on 15 March 2004 at 10.00 a.m. at 
Kansallissali, address
Aleksanterinkatu 44, 2nd floor, FIN-00100 
Helsinki.

The agenda for the AGM
is as follows:

1. Matters for the AGM in accordance with section 10 of the

articles of association.

2. Proposal by the Board of Directors for an
authorisation 
permitting the Board to decide on increasing the share capital

by means of a new issue of shares.

The Board of Directors proposes an
authorisation for the Board 
to decide on increasing the share capital by
means of one or 
more new issues of shares, in such a way that the total
number 
of shares subscribed in the new issue is no more than 21,085,106 
new
shares in the company with a par value of EUR 1.35 each and 
the company's
share capital may be increased by a maximum of EUR 
28,464,893.10. 
The
authorisation will include an entitlement to waive existing 
shareholders'
preemption rights as well as an entitlement to 
decide on subscription prices
and other terms of subscription. 
The shareholders' preemption rights may be
waived on condition 
that there is a weighty financial reason to do so, such
as the 
expansion of the company's shareholder base, financing for a

property or share transaction, or financing an acquisition of 
other assets
of importance to the company's business. The Board 
of Directors may not waive
preemption rights to the advantage of 
an insider.

When the share capital
is increased by a new issue of shares, 
the Board of Directors is authorised
to decide that shares can 
be subscribed in kind or otherwise on certain terms
or by the 
exercise of right of setoff.

The authorisation will be valid for
one year from the date of 
the AGM's decision. 

It is proposed that the
authorisation granted to the Board of 
Directors by the AGM of 20 March 2003
to decide on increasing 
the share capital by means of a new issue of shares
be 
cancelled.

3. Proposal by the Board of Directors to authorise the Board
to 
decide on buying back company shares. 

The Board of Directors proposes
an authorisation for the Board 
to decide on buying back company shares using
funds available 
for distribution of profit, to a maximum of the number of
shares 
with a combined par value, together with the par value of the 
shares
already held by the company, equivalent to five per cent 
of the company's
share capital and of the voting rights 
conferred by all the shares.
The
authorisation will permit the Board of Directors to buy 
company shares to be
used as consideration in prospective 
property or share transactions or for
the acquisition of other 
assets of importance to the company's business, or
to be 
otherwise surrendered or cancelled as and to the extent decided 
by
the Board. The acquisition of company shares would be 
effected other than in
proportion to the shareholders' holdings, 
in public trading on the Helsinki
Exchanges at the market price 
at the time of purchase. The purchase price for
the shares will 
be paid to the seller within the time for payment specified
by 
the Helsinki Exchanges' rules and the regulations of the Finnish 
Central
Securities Depository. The acquisition of shares will 
reduce the company's
distributable non-restricted equity.

As the maximum number of shares to be
acquired is less than five 
per cent of the company's entire number of shares
and all the 
voting rights conferred by shares, the acquisition of shares

will not have a significant effect on shareholdings and the 
distribution of
voting rights within the company.

The authorisation will be valid for one
year of the date of the 
decision by the AGM.

It is proposed that the
authorisation granted to the Board of 
Directors by the AGM of 20 March 2003
to decide on buying back 
company shares be cancelled.

4. Proposal by the
Board of Directors to authorise the Board to 
decide on surrendering company
shares. 

The Board of Directors proposes an authorisation for the Board 
to
decide on surrendering company shares in such a way that the 
authorisation
would cover all the company shares acquired on the 
basis of the entitlement
granted to the Board of Directors as 
well as all other company shares already
held by the company.

The authorisation will entitle the Board of Directors
to decide 
on to whom and in what order the company-held shares will be

surrendered. The Board of Directors will be able to decide on 
the surrender
of shares other than in the proportion in which 
shareholders have preemption
rights over company shares. The 
Board of Directors may surrender company
shares as consideration 
in prospective property or share transactions or for
the 
acquisition of other assets of importance to the company's 
business as
and to the extent decided by the Board. The shares 
could also be surrendered
in public trading in securities on the 
Helsinki Exchanges. 

The
authorisation includes entitlement to decide on the 
surrender price of the
shares and the grounds for formulating 
the price, as well as the right to
surrender shares for other 
than a cash consideration or by the exercise of
right of setoff.

The authorisation will be valid for one year from the date
of 
the AGM's decision. 

It is proposed that the authorisation granted to
the Board of 
Directors by the AGM of 20 March 2003 to surrender company

shares be cancelled.


5. Proposal by the Board of Directors for the issue
of share 
options.

The Board of Directors that the AGM decide on issuing
share 
options to personnel of Citycon Oyj and of its subsidiaries and 
to a
wholly owned subsidiary of Citycon Oyj. It is proposed that 
existing
shareholders' preemption rights be waived as the share 
options are intended
to be part of the Group's personnel 
incentive and commitment system. The
number of share options 
will be 3,900,000. Each option will confer the right
to 
subscribe one (1) Citycon share. Of the options 1,300,000 will 
be marked
with the code 2004A, 1,300,000 with the code 2004B and 
1,300,000 with the
code 2004C. The options may be used to 
subscribe a maximum total of 3,900,000
Citycon Oyj shares.

The subscription price for a share with a 2004A option
will be 
the average price weighted for Citycon Oyj's share turnover on 
the
Helsinki Exchanges for the period 1 – 30 April 2004 plus 20 
per cent, with a
2004B option it will be the average price 
weighted for Citycon Oyj's share
turnover on the Helsinki 
Exchanges for the period 1 – 30 April 2005 plus 20
per cent, and 
with a 2004C option it will be the average price weighted for

Citycon Oyj's share turnover on the Helsinki Exchanges for the 
period 1 –
30 April 2006 plus 20 per cent. The subscription 
price of shares to be
subscribed with options will be reduced 
after the start of the period for
setting the price and before 
the subscription of the share, by half of the
amount of the 
dividends decided on, on each dividend payment's date of
record.

The share subscription period with 2004A options will be 1

September 2006 – 31 March 2009, with 2004B options 1 September 
2007 – 31
March 2010 and with 2004C options 1 September 2008 – 
31 March
2011.

Citycon Oyj's share capital may, as a result of the share

subscriptions from the 2004 share options, increase by a maximum 
total of
EUR 5,265,000 and the number of shares may rise by a 
maximum of 3,900,000 new
shares.

6. Proposal by the Board of Directors to amend sections 4 and 5 
of
the articles of association

The Board of Directors proposes that sections 4
and 5 of the 
articles of association be amended as follows:

As the
company's shares are on a book-entry securities system, 
clarifications of
this will be made to section 4.

Section 5 will be amended in such a way that
the Board of 
Directors shall have a minimum of five (5) and a maximum of

eight (8) members.

The mention of the appointment of a separate
compensation 
committee will be deleted from section 5 and a mention will be

added to the effect that the Board of Directors may appoint 
separate
committees from among its members.

Viewing of documents

The documents
related to the financial statements and the Board 
of Directors' proposals
with appendices will be on view to 
shareholders starting no later than
Monday, 8 March 2004, at the 
company's head office at Pohjoisesplanadi 35 AB,
FIN-00100 
Helsinki. Shareholders will be sent copies of the documents on

request.

Entitlement to attend

Shareholders will be entitled to attend
if, by Friday 5 March 
2004, they are marked as shareholders in the company's
register 
of members kept by the Finnish Central Securities Depository Ltd

or are entitled to attend the AGM under chapter 3a section 4 
subsection 2
of the Finnish Companies Act.

Registration

A shareholder who wishes to
attend the annual general meeting 
must notify the company in writing no later
than 4 p.m. on 
Thursday 11 March 2004 at the address Citycon Oyj,

Pohjoisesplanadi 35 AB, FIN-00100 Helsinki, Finland, by phone 
+358 9 680
3670/Raija Rinne-Ingberg, by fax +358 9 680 36788 or 
by e-mail at the address
raija.rinneingberg@citycon.fi. Please 
send any proxies by the deadline given.


The composition of the Board of Directors and the auditors

The board of
directors will propose to the annual general 
meeting that the number of
members on the company's Board of 
Directors be confirmed as seven and that
the present members 
Stig-Erik Bergström, DSc (Econ); Jorma Lehtonen, MSc
(Eng); and 
Counsellor of Industry (Hon) Carl G. Nordman be re-elected for a

new term of office and that the new members elected to the Board 
be Timo
Kankuri, Director, Real Estate; Managing Director Raimo 
Korpinen; Tuomo
Lähdesmäki, MSc (Eng), MBA; and Commercial 
Counsellor Jouko Tuunainen.

The
Board of Directors also proposes that Ari Ahti, Authorised 
Public Accountant,
and Jaakko Nyman, APA, be re-elected as the 
company's auditors with the APA
firm KPMG Wideri Oy Ab as deputy 
auditor.

Payment of dividend

The Board
of Directors will propose to the AGM that a dividend 
is paid on shares in
non-company ownership for the financial 
year 1 January – 31 December 2003 in
the amount of EUR 0.14 per 
share. Dividend will be paid to shareholders who
are entered in 
the register of members kept by the Finnish Central Securities

Depository Ltd on Thursday 18 March 2004. The Board of Directors 
proposes
Thursday 25 March 2004 as the dividend payment date.

Helsinki, 12 February
2004

CITYCON OYJ
Board of Directors

Further information: CEO Petri
Olkinuora, Tel. +358 400 333 256

Distribution: Helsinki Exchanges and main
media