Annual General Meeting of Shareholders
The Annual General Meeting of Shareholders of the Company will be held on 26 March 2002 at 10.00 AM at Kansallissali, Aleksanterinkatu 44, Helsinki. In addition to the matters that according to Section 10 of the articles of association shall be considered at the Annual General Meeting of Shareholders, the Board of Directors proposes that the Annual General Meeting of Shareholders decides on the change of the trade name, on increasing the share capital by a bonus issue, on the amendment of the maximum and minimum share capital and of the nominal value of the shares, on amending the terms and conditions of the Company’s stock options and on authorising the Board of Directors to decide on the increase of the share capital and on the acquisition and transfer of own shares.

PROPOSAL FOR DISTRIBUTION OF DIVIDEND
The Board of Directors proposes to the Annual General Meeting of Shareholders, to be held on 26 March 2002, that the Company pay a dividend of EUR 0,08 per share. Dividend shall not, however, be paid to the Company’s own shares owned by the Company. The Board of Directors proposes that the record date in relation to right to receive dividend be 2 April 2002 and that dividend be paid to the shareholders on
9 April 2002.

CHANGE OF THE TRADE NAME
The Board of Directors proposes to the Annual General Meeting of Shareholders, to be held on 26 March 2002, that the articles of association of the Company be amended so that the trade name of the Company be Citycon Oyj.

THE INCREASE OF THE SHARE CAPITAL BY BONUS ISSUE AND THE AMENDMENT OF THE MINIMUM AND MAXIMUM SHARE CAPITAL AND OF THE NOMINAL VALUE OF THE SHARES
The Board of Directors proposes to the Annual General Meeting of Shareholders, to be held on 26 March 2002, that the share capital be increased by EUR 475,639.48 to the total amount of EUR 142,800,108.30 by increasing the nominal value of the shares to EUR 1.35 per share. The share capital will be increased by a bonus issue, and the funds required for the increase of the share capital will be transferred to the share capital from the profit funds accrued in the Company. The articles of association of the Company will at the same time be amended so that the minimum share capital of the Company be EUR one hundred million (100,000,000) and the maximum share capital EUR three hundred million (300,000,000).

AMENDMENT OF THE TERMS AND CONDITIONS OF THE STOCK OPTIONS
Due to the amendment of the nominal value of the shares, the Board of Directors proposes to the Annual General Meeting of Shareholders, to be held on 26 March 2002, that the terms and conditions of the stock options approved by the Extra General Meeting held on 4 November 1999 be amended so that each stock option entitles its holder to subscribe for one share of the Company with the nominal value of EUR 1.35 and that the share capital of the Company may, due to the subscriptions, be increased by the maximum of 5,500,000 new shares i.e. the maximum of EUR 7,425,000. The amendment does not affect the subscription price of the optioned shares or the amount of shares that may be subscribed for on the basis of the stock options.

AUTHORISING THE BOARD OF DIRECTORS TO DECIDE ON NEW ISSUES OF SHARES
The Board of Directors proposes to the Annual General Meeting of Shareholders, to be held on 26 March 2002, that the Board of Directors be authorised until the next Annual General Meeting of Shareholders, however for a maximum period of one year, to decide on the increase of the share capital by one or more new issues, by issuing the maximum of 21,085,106 new shares with the nominal value of EUR 1.35 per share. On the basis of this authorisation the share capital may be increased by the maximum of EUR 28,464,893.10. The maximum number of new shares that may be issued on the basis of such authorisation shall, furthermore, be limited so that the total of the increase of the share capital and the number of the votes such new shares carry may, together with the total nominal value and number of votes of such shares that may be transferred by the Board of Directors on the basis of the authorisation, as proposed to be granted by the Annual General Meeting to the Board of Directors, not exceed one-fifth of the share capital and total number of votes registered at the time of the Annual General Meeting or, if lower, at the time the Board of Directors decides on such new issue or transfer.

The authorisation shall include the right to deviate from the pre-emptive subscription right of the shareholders, as provided for by the Companies Act. The Board of Directors proposes that new shares could be issued on the basis of the authorisation by deviating from the pre-emptive subscription right of the shareholders provided that substantial financial grounds support it, such as the extension of the shareholder base of the Company, the financing of the acquisition of real property, shares or other property that is important to the business of the Company. The Board of Directors may also decide that shares may be subscribed for against property or by means of set-off. According to the proposal, the Board of Directors shall have the right to decide on the subscription price and the other terms of the subscription.

AUTHORISING THE BOARD OF DIRECTORS TO DECIDE ON THE ACQUISITION OF OWN SHARES
The Board of Directors proposes to the Annual General Meeting of Shareholders, to be held on 26 March 2002, that the Board of Directors be authorised until the next Annual General Meeting of Shareholders, however for a maximum period of one year, to decide on the acquisition by the Company, with distributable funds of the Company, of the maximum of 5,271,276 own shares. The acquisition of the shares shall take place over the Helsinki Exchanges disregarding the pre-emptive rights of the shareholders, at the price prevailing on the Helsinki Exchanges. Own shares may be acquired by the Company to be used as consideration for possible acquisitions of real property, shares or other property belonging to the business of the Company or to be further transferred on the Helsinki Exchanges.

AUTHORISING THE BOARD OF DIRECTORS TO DECIDE ON THE TRANSFER OF OWN SHARES
The Board of Directors proposes to the Annual General Meeting of Shareholders, to be held on 26 March 2002, that the Board of Directors be authorised until the next Annual General Meeting of Shareholders, however for a maximum period of one year, to decide on the transfer of the maximum of 5,271,276 own shares by the Company. The total share capital and the number of votes of shares that may be transferred on the basis of such authorisation may, together with the total nominal value and number of votes of such new shares that may be issued by the Board of Directors on the basis of the authorisation, as proposed to be granted by the Annual General Meeting to the Board of Directors, not exceed one-fifth of the share capital and total number of votes registered at the time of the Annual General Meeting, or if lower, at the time the Board of Directors decides on such new issue or transfer.

The Board of Directors shall have the right to decide on to whom and in what order the own shares of the Company shall be transferred. The shares may be transferred deviating from the pre-emptive rights of shareholders over the Helsinki Exchanges or as consideration for possible acquisitions of real property, shares or other property to be used in the Company’s business. The transfer of own shares may also take place over the Helsinki Exchanges. The Board of Directors shall also, according to the proposal, be entitled to decide on the transfer price of the own shares and the grounds on which the transfer price shall be set. The Board of Directors shall also be allowed to transfer own shares against property or by means of set-off.

AVAILABILITY OF THE DOCUMENTS
The annual accounts of the Company and the proposals of the Board of Directors regarding the change of the trade name, the increase of the share capital by a bonus issue, the amendment of the minimum and maximum share capital and of the nominal value of the shares, the amendment of the terms and conditions of the Company’s stock options and authorising the Board of Directors to decide on new issues of shares, on the acquisition of own shares and on the transfer of own shares along with the appendices, as required by the Companies Act, shall be kept available for shareholders from 19 March 2002 in the head office of Citycon at Pohjoisesplanadi 35 AB, 00100 Helsinki.

RIGHT TO ATTEND
Attendance at the Annual General Meeting of Shareholders is open to shareholders who at the latest on 16 March 2002 have been entered as shareholders in the Company’s shareholders’ register, which is kept by Finnish Central Securities Depository Ltd, or who according to Chapter 3a, Section 4, Subsection 2 of the Companies Act have a right to attend. In order to attend the Annual General Meeting, the shareholders must notify the head office of the Company thereof by 22 March 2002 3 PM.

KIINTEISTÖSIJOITUS OYJ CITYCON

The Board of Directors

Distribution:
Helsinki Exchanges
Main media

Enclosures:
1. In a proposal by the Board of Directors to change the trade name.
2. A proposal by the Board of Directors to increase the share capital by a bonus issue and to amend the minimum and maximum share capital and the nominal value of the shares by amending the articles of association.
3. A proposal by the Board of Directors to amend the terms and conditions of the stock options approved by the Extra General Meeting held on 4 November 1999.
4. A proposal by the Board of Directors that the Board of Directors be authorised to decide upon the increase of the share capital by directed issue of shares.
5. A proposal by the Board of Directors that the Board of Directors be authorised to decide upon the acquisition of own shares.
6. A proposal by the Board of Directors that the Board of Directors be authorised to decide upon the transfer of own shares.

ENCLOSURE 1

A proposal by the Board of Directors to change the trade name.

The Board of Directors of Kiinteistösijoitus Oyj Citycon (hereafter the Company) proposes to the Annual General Meeting of Shareholders, to be held on 26 March 2002, that section 1 of the articles of association of the Company be amended to read as follows:

Section 1. The Company’s trade name shall be Citycon Oyj. The domicile of the Company shall be Helsinki.

ENCLOSURE 2

A proposal by the Board of Directors to increase the share capital by a bonus issue and to amend the minimum and maximum share capital and the nominal value of the shares by amending the articles of association.

The Board of Directors of the Company proposes to the Annual General Meeting of Shareholders, to be held on 26 March 2002, that the amendments mentioned in the heading will be carried out as follows:

(i) The share capital of the Company is increased by EUR 475,639.48 to the total amount of EUR 142,800,108.30 by increasing the nominal value of the shares to
EUR 1.35 per share. The share capital is increased by a bonus issue and the funds required for the increase are transferred to the share capital from the profit funds accrued in the Company.

(ii) The currency of the minimum and maximum share capital of the Company is changed to euro denomination and the nominal value of the shares of the Company is amended to EUR 1.35 per share by amending section 3 of the articles of association to read as follows:

Section 3. The minimum capital of the Company shall be EUR one hundred million (100,000,000) and the maximum capital shall be EUR three hundred million (300,000,000), in the limits of which the share capital may be increased or decreased without amending the articles of association.

The nominal value of the shares shall be EUR 1.35 per share.

ENCLOSURE 3

A proposal by the Board of Directors to amend the terms and conditions of the stock options approved by the Extra General Meeting of Shareholders held on 4 November 1999.

Due to the amendment of the nominal value of the shares, the Board of Directors of the Company proposes to the Annual General Meeting of Shareholders, to be held on
26 March 2002, that section II.1 of the terms and conditions of the stock options approved by the Extra General Meeting held on 4 November 1999 be amended to read as follows:

The right to subscribe for new shares. Each stock option entitles its holder to subscribe for one (1) share of Kiinteistösijoitus Oyj Citycon with the nominal value of one euro and thirty-five cents (EUR 1.35) per share. Due to the subscriptions, the share capital of Kiinteistösijoitus Oyj Citycon may be increased by the maximum of 5,500,000 new shares i.e. by the maximum of EUR 7,425,000.

The former wording of the said section of the terms and conditions read as follows:

The right to subscribe for new shares. Each stock option entitles its holder to subscribe for one (1) share of Kiinteistösijoitus Oyj Citycon with the nominal value of eight(8) FIM per share. Due to the subscriptions, the share capital of Kiinteistösijoitus Oyj Citycon may be increased by the maximum of 5,500,000 new shares i.e. by the maximum of FIM 44,000,000.

The above-described amendment of the terms and conditions of the stock options will not affect the subscription price of the optioned shares or the number of shares that may be subscribed for on the basis of the stock options.

ENCLOSURE 4

A proposal by the Board of Directors that the Board of Directors be authorised to decide upon the increase of the share capital by directed issue of shares.

The Board of Directors of the Company proposes to the Annual General Meeting of Shareholders, to be held on 26 March 2002, that the Board of Directors be authorised to decide upon the increase of the share capital on the following conditions:

1. The Board of Directors may decide to increase the share capital of the company by a maximum of EUR 28,464,893.10 by means of a new issue by issuing in one or more transactions a maximum of 21,085,106 new shares with the nominal value of EUR 1.35 per share. The maximum number of new shares that are issued on the basis of such authorisation shall, furthermore, be limited so that the total of the increase of the share capital and the number of the votes the new shares so issued carry may not, together with the total nominal value and number of votes of such shares that are transferred by the Board of Directors on the basis of the authorisation to transfer own shares as granted by the Annual General Meeting to the Board of Directors, exceed one-fifth of the share capital and total number of votes registered at the time of the Annual General Meeting or, if lower, at the time the Board of Directors decides on such new issue or transfer.

2. The Board of Directors shall decide upon who is entitled to subscribe for the new shares. The authorisation includes the right to deviate from the pre-emptive subscription right (the pre-emptive subscription right) of the shareholders, as provided for by Chapter 4 Section 2 of the Companies Act. The Board of Directors may decide to deviate from the pre-emptive subscription right provided that the decision is supported by substantial financial grounds, such as the extension of the shareholder base of the Company, the financing of the acquisition of real estate or shares or any other property that is important with regard to the business of the Company. The Board of Directors may not decide to deviate from the pre-emptive subscription right in favour of a person belonging to the inner circle of the company.

3. The Board of Directors may also decide that shares may be subscribed for against assets or property or by means of set-off.

4. The Board of Directors may decide on the grounds for the determination of the subscription price and the amount of the subscription price provided, however, that the subscription price may not be lower than the nominal value of the shares.

5. The Board of Directors shall decide upon all other terms.

6. The authorisation shall be in force until the next Annual General Meeting of Shareholders, however for a maximum period of one year.

ENCLOSURE 5

A proposal by the Board of Directors that the Board of Directors be authorised to decide upon the acquisition of own shares.

The Board of Directors of the Company proposes to the Annual General Meeting of Shareholders, to be held on 26 March 2002, that the Board of Directors be authorised to decide upon the acquisition of own shares on the following conditions:

1. The Board of Directors may acquire, with distributable funds of the company, the maximum of 5,271,276 own shares of the Company. However, the aggregate nominal value of the company's shares in the possession of the company or its subsidiaries, or the aggregate amount of votes such shares entitle to, may not exceed five (5) per cent of the Company's share capital or the total votes following the acquisition.

2. The acquisition of the shares shall take place over the Helsinki Exchanges in the public trading in a proportion other than that of the respective holdings of the shareholders.

3. The acquisition of the shares shall occur at the market value formed for the shares in the public trading on the Helsinki Exchanges upon the moment of acquisition.

4. Own shares may be acquired by the company to be used as (i) consideration for possible acquisitions of real estate or shares or (ii) as consideration when the company is acquiring other property that is important to its business or (iii) to be further transferred on the Helsinki Exchanges.

5. Acquisition of the shares decreases the amount of distributable funds of the Company.

6. The Board of Directors shall decide upon the other terms of the acquiring of own shares.

7. The authorisation shall be in force until the next Annual General Meeting of Shareholders, however for a maximum period of one year.

ENCLOSURE 6

A proposal by the Board of Directors that the Board of Directors be authorised to decide upon the transfer of own shares.

The Board of Directors of the Company proposes to the Annual General Meeting of Shareholders to be held on 26 March 2002, that the Board of Directors be authorised to decide upon the transfer of own shares on the following conditions:

1. The Board of Directors may transfer the maximum of 5,271,276 own shares of the company, the aggregate nominal value of which (after the increase of the nominal value of the shares) amounts to EUR 7,116,222.60. The total nominal value and the number of votes of shares that are transferred on the basis of such authorisation to increase the share capital may not, together with the total nominal value and number of votes of the new shares that may be issued by the Board of Directors on the basis of the authorisation as granted by the Annual General Meeting to the Board of Directors, exceed one-fifth of the share capital and total number of votes registered at the time of the Annual General Meeting of Shareholders or, if lower, at the time the Board of Directors decides on such new issue or transfer.

2. The Board of Directors may decide upon to whom and in what order the own shares of the company shall be transferred. The Board of Directors may decide on the transfer of own shares in a proportion other than that of the pre-emptive right of the shareholders to acquire the company's own shares(the pre-emptive right). The shares may be transferred deviating from the pre-emptive right of shareholders as consideration for possible acquisitions of real estate or shares or as consideration when the company acquires other property important to the business of the company. The Board of Directors may not deviate from the pre-emptive right in favour of a person belonging to the inner circle of the company. The shares can also be transferred over the public trading at the Helsinki Exchanges.

3. The Board of Directors shall decide on the grounds for determining the transfer price and shall set the amount of the transfer price.

4. The Board of Directors may also decide to transfer own shares against property or by means of set-off.

5. The Board of Directors shall decide upon all other terms of share transfer.

6. The authorisation shall be in force until the next Annual General Meeting of Shareholders, however for a maximum period of one year

Back to previous page