CITYCON OYJ Stock Exchange Release 8 Feb. 2007 at 15:45 Proposals by Citycon Oyj's Board of Directors to the Annual General Meeting The Board of Directors of Citycon Oyj hereby summons the company's shareholders to the Annual General Meeting (AGM) to be held on 13 March 2007 at 2.00 p.m. at Finlandia Hall, Helsinki, Finland. The Board of Directors makes the following proposals to the AGM: - dividend proposal of EUR 0.14 per share, - proposal for a partial amendment to the Articles of Association, - proposal to grant an authorisation to the Board to issue shares and to grant special rights entitling to shares, - proposal to amend the terms and conditions of the option plans 1999 and 2004, - proposal for the auditor and the auditor's remuneration. 1. Dividend proposal As announced by the company earlier today in its Financial Results Release, the Board of Directors proposes that a dividend of EUR 0.14 per share be distributed for 2006 and paid on 23 March 2007. The dividend will be paid to a shareholder registered in the company's shareholders' register on the record date for dividend distribution 16 March 2007. 2. Proposal for a partial amendment to the Articles of Association The Board of Directors proposes, mainly as a result of the new Finnish Companies Act, that the company's registered Articles of Association be partially amended. The main content of the proposed amendments is as follows: - Article 3 concerning the minimum and maximum share capital and the nominal value of the share shall be deleted and the numbering of the following Articles be amended accordingly. - Article 4 concerning the book-entry securities system shall be deleted except for the first sentence stating that the company's shares are registered in the book-entry securities system. - Provision stating that the CEO of the Company may not be the Chairman or the Deputy Chairman of the Board of Directors as well as the provision on convening the meeting of the Board of Directors included in paragraph 2 of Article 5 of the Articles of Association shall be deleted. Wording specifications shall be made to paragraphs 3 and 4 of the same Article. - Article 7 of the Articles of Association shall be amended so that the "right to sign for the Company" shall be the "right to represent the Company", and so that a provision according to which also any member of the Board of Directors shall have the right to represent the company with a person authorised to do so by the Board of Directors as well as any such two persons jointly who the Board of Directors has authorised to represent the Company shall have the right to represent the Company, shall be added to the Article. - Item 1 of Article 10 of the Articles of Association shall be amended so that the financial statements and the report by the Board of Directors shall be presented at the Annual General Meeting and items 3 and 4 so that at the Annual General Meeting the adoption of the financial statements and the allocation of profits shown in the adopted balance sheet shall be decided upon. - Wording specifications shall be made to Article 11 and to paragraph 2 of Article 12. Proposal for Citycon Oyj's new Articles of Association is enclosed to this release. 3. Proposal to grant an authorisation to the Board to issue shares and to grant special rights entitling to shares The Board of Directors of Citycon Oyj proposes that the General Meeting would authorise the Board of Directors to decide on issuing new shares and conveying the Company's own shares held by the Company either against payment or for free. New shares may be issued and the Company's own shares may be conveyed to the Company's shareholders in proportion to their current shareholdings in the Company or waiving the shareholders' pre-emption right, through a directed share issue if the Company has a weighty financial reason to do so. The Board of Directors may also decide on a free share issue to the Company itself. In addition, the Board of Directors proposes that the Board of Directors be authorised to grant special rights referred to in Chapter 10, Section 1 of the Finnish Companies Act, which carry the right to receive, against payment, new shares of the Company or the Company's own shares held by the Company. The combined number of new shares to be issued and the Company's own shares held by the Company to be conveyed, including the shares received on the basis of the special rights, may not exceed 100,000,000 shares. The authorisations are valid for five years and do not set aside earlier granted unexercised share issue authorisations. 4. Proposal to amend the terms and conditions of the option plans 1999 and 2004 Due to the fact that the Board of Directors proposes to the Annual General Meeting to be held on 13 March 2007 that the current Articles of Association of the Company be amended to the effect that the references to the nominal value of the share be deleted, and because the new Companies Act that entered into force on 1 September 2006 allows to record the subscription price under the invested non-restricted equity fund, the Board of Directors proposes that the references to the nominal value of the shares be deleted from the terms and conditions of the option plans and that references to the minimum share subscription price of EUR 1.35 and to the recording of the share subscription price under the invested non-restricted equity fund be added to the terms and conditions of the option plans. As regards the nominal value of the share, the above amendments shall be made only provided that the General Meeting approves the Board of Directors' proposal on abandoning the nominal value. In case the General Meeting decides to retain the nominal value, the Board of Directors proposes that the terms and conditions of the option plan 2004 be amended so that the amount of the subscription price exceeding the nominal value be recorded under the invested non-restricted equity fund. 5. Proposal for the auditor and the auditor's remuneration The Board of Directors proposes, based on the recommendation of the Audit Committee, that Ernst & Young Oy, a firm of authorised public accountants accredited by the Central Chamber of Commerce of Finland, be re-elected the auditor of the company for the financial year 2007. The auditor has consented to the election. The Board of Directors proposes, based on the recommendation of the Audit Committee, that the audit fee be paid according to the auditor's invoice. Nomination Committee's proposals for the members of the Board of Directors and for their remuneration will be announced later. Notice of the Annual General Meeting will be published in Helsingin Sanomat and released as a stock exchange announcement on 21 February 2007. The notice and the proposals by the Board of Directors with appendices will also be available on Citycon's homepage www.citycon.fi as of the same date. Helsinki, 8 February 2007 CITYCON OYJ The Board of Directors For further information, please contact: Petri Olkinuora, CEO, tel. +358 9 6803 6738 or mobile +358 400 333 256 Distribution: Helsinki Stock Exchange Major media www.citycon.fi ENCLOSURE Proposal for new Articles of Association of Citycon Oyj Articles of Association of Citycon Oyj Article 1 The name of the company is Citycon Oyj. The domicile of the company is Helsinki. Article 2 The company's field of business is to buy, sell, own and control real properties, including commercial, office and industrial premises, and shares in property holding companies conferring entitlement to such premises, and to lease out, build and develop such properties and premises. The company's field of business also includes providing services for the management of real properties and premises. Article 3 The company's shares are registered in the book-entry securities system. Article 4 The company's administration and proper management of its business is arranged by the Board of Directors, which comprises a minimum of five (5) and a maximum of eight (8) members, as decided by the general meeting of shareholders. The Board members' term of office ends at the closing of the annual general meeting following the one at which they were elected. The Board of Directors elects from among its members a chairman and a deputy chairman. The Board of Directors has a quorum when more than half of its members are present. The Board may set up committees from among its members. Article 5 The company has a Managing Director appointed by the Board of Directors. Article 6 The Chairman of the Board of Directors and the Managing Director, each alone, shall have the right to represent the company, or any two members of the Board jointly, or any member together with a person to whom the Board has granted the right to represent the company, as well as any such two persons jointly who the Board has authorised to represent the company. Article 7 The company's financial year is the calendar year. Article 8 The company has one auditor that shall be a firm of authorised public accountants accredited by the Central Chamber of Commerce. The auditor's term of office shall expire at the closing of the annual general meeting first following the election. Article 9 The annual general meeting is to be held on a date determined by the Board of Directors before the end of April. At the meeting shall be: presented 1. the financial statements and the report by the Board of Directors; 2. the auditor's report on the financial statements; decided upon 3. the adoption of the financial statements; 4. the allocation of the profit shown in the adopted balance sheet; 5. the discharge from personal liability for the members of the Board of Directors and the Managing Director; 6. the remuneration of the members of the Board of Directors and the auditor; 7. the number of the members of the Board of Directors; elected 8. the members of the Board of Directors; 9. the auditor. Article 10 A shareholder is entitled to propose a certain matter for discussion at a general meeting of shareholders, if such matter belongs to the competence of a general meeting of shareholders according to the Finnish Companies Act and if (s)he gives notice of this in writing to the Board of Directors in sufficient time for it to be included in the notice of meeting. Article 11 The notice to a general meeting shall be submitted to the shareholders by means of an advertisement published in at least one national newspaper appearing in Helsinki. The notice to a general meeting of shareholders must be published no earlier than two (2) months and no later than seventeen (17) days before the general meeting. In order to be able to attend a general meeting, a shareholder must register with the company no later than the date indicated in the notice of meeting, which may be no earlier than ten (10) days prior to the meeting.