Notice to the Extraordinary General Meeting of Citycon Oyj

10 Nov 2022 08:05 CET

Citycon Oyj   Stock Exchange Release   10 November 2022 at 9:05 hrs

The Extraordinary General Meeting (the "General Meeting") of Citycon Oyj will be
held on Thursday, 8 December 2022 at 12:00 noon. The meeting will be held under
special arrangements without shareholders' or their proxy representatives'
presence at the headquarters of Citycon Oyj, at the address Piispansilta 9 A, FI
-02230 Espoo, Finland.
The Board of Directors of Citycon Oyj has resolved on exceptional meeting
procedures based on the transitional provision enacted in connection with the
changes (660/2022) to Chapter 5 of the Finnish Limited Liability Companies Act
(624/2006) regarding general meetings that entered into force on 11 July 2022.
The General Meeting will be organized without shareholders' and their proxy
representatives' presence at the meeting venue. Shareholders can participate in
the General Meeting and use their shareholder rights in connection with the
General Meeting by voting in advance (either personally or through a proxy
representative) and by asking questions in advance in the manner described
below. Proxy representatives must also vote in advance in the manner described
below. For further instructions, please refer to Section C. "Instructions for
the Participants in the General Meeting" of this notice.
The Chairman of the Board of Directors, the members of the Board of Directors,
the President and CEO and other management of the company will not attend the
General Meeting and no webcast will be provided.
A. Matters on the Agenda of the General Meeting
At the General Meeting, the following matters will be considered:
1. Opening of the Meeting
2. Calling the Meeting to Order
Attorney-at-law Mikko Heinonen will act as the Chairman of the General Meeting.
If due to weighty reasons Mikko Heinonen is not able to act as the Chairman, the
Board of Directors shall appoint another person it deems most suitable to act as
the Chairman.
3. Election of Persons to Scrutinize the Minutes and to Supervise the Counting
of Votes
The company's Senior Legal Counsel Leena Rentola will scrutinize the minutes and
supervise the counting of votes at the General Meeting. Should Leena Rentola for
a weighty reason not be able to attend these tasks, the company's Board of
Directors will appoint another person that it deems most suitable to scrutinize
the minutes and supervise the counting of votes.
4. Recording the Legality of the Meeting
5. Recording the Attendance and Adopting the List of Votes
Shareholders who have voted in advance in accordance with the instructions set
out in this notice and who have the right to attend the General Meeting in
accordance with Chapter 5, Sections 6 and 6a of the Finnish Limited Liability
Companies Act will be recorded to have attended the General Meeting. The list of
votes will be adopted according to the information furnished by Euroclear
Finland Oy.
6. Amendment of the Articles of Association
The Board of Directors proposes that Article 11 of the Articles of Association
be amended to enable holding a general meeting completely without a meeting
venue as a so-called remote meeting in addition to the company's registered
office, Helsinki, as well as Espoo, Stockholm, Oslo or Copenhagen. In its
amended form, said provision of the Articles of Association would read as
follows:

"11§

The notice to convene a General Meeting shall be delivered by publishing the
notice on the website of the Company.
The notice to convene a General Meeting shall be delivered no earlier than two
(2) months and no later than three (3) weeks prior to the General Meeting, and
in any event no later than nine (9) days before the record date of the General
Meeting.
In order to attend a General Meeting, a shareholder must register with the
Company no later than the date specified in the notice of the General Meeting,
which date may not be earlier than ten (10) days prior to the General Meeting.
The General Meetings may be held, in addition to the Company's domicile
Helsinki, in Espoo (Finland), Stockholm (Sweden), Oslo (Norway) or Copenhagen
(Denmark) as may be resolved by the Board of Directors. The Board of Directors
may also resolve on organizing a General Meeting without a meeting venue whereby
the shareholders shall exercise their power of decision in full in real time
during the meeting using telecommunication connection and technical means."

It is proposed that the Articles of Association remain unchanged in other
respects.
7. Closing of the Meeting
B. Documents of the General Meeting
The proposal for the decision on the agenda of the General Meeting and this
notice will be available on the company's website at citycon.com/egm2022 on 10
November 2022. Copies of these documents and this notice will be sent to
shareholders upon request. Minutes of the General Meeting will be available on
the aforementioned website as of 22 December 2022 at the latest.
C. Instructions for the Participants in the General Meeting
The General Meeting will be organized without the shareholders' and their proxy
representatives' presence at the meeting venue. Participation over real-time
telecommunications or a recording of the General Meeting will not be available.
Shareholders can participate in the General Meeting and use their shareholder
rights only by voting in advance (either personally or through a proxy
representative) and by asking questions in advance in the manner described
below. Proxy representatives must also vote in advance in the manner described
below.
1. Right to participate
Each shareholder, who is registered in the company's shareholders' register
maintained by Euroclear Finland Oy on 25 November 2022 has the right to
participate in the General Meeting. A shareholder, whose shares are registered
on his/her personal Finnish book-entry account, is registered in the company's
shareholders' register.
Instructions for holders of nominee-registered shares are set out below under
Section C4 "Holders of nominee-registered shares".
2. Registration and voting in advance
Registration for the General Meeting and advance voting will begin on 17
November 2022 at 9:00 a.m. (EET). A shareholder who is registered in the
company's shareholders' register and who wishes to participate in the General
Meeting, must register for the General Meeting and vote in advance no later than
by 30 November 2022 at 4:00 p.m. (EET), by which time the votes must have been
received.
A shareholder whose shares are registered on the shareholder's Finnish book
-entry account can register and vote in advance on certain matters on the agenda
of the General Meeting from 17 November 2022 at 9:00 a.m. (EET) until 30
November 2022 at 4:00 p.m. (EET) by the following means:

a. electronically by utilizing Euroclear's electronic general meeting service
accessible at citycon.com/egm2022. Registering and voting in advance requires
strong electronic identification with a bank ID or mobile certificate for
natural persons and business ID and the book-entry account number for legal
persons. If the shareholders that are legal persons use the electronic Suomi.fi
e-authorization, registration requires a strong electronic authentication of the
authorized person by using a bank ID or mobile certificate.
b. by sending the advance voting form available on the company's website or
corresponding information to Euroclear Finland Oy by email to
yhtiokokous@euroclear.eu or by regular mail to Euroclear Finland Oy,
Yhtiökokous/Citycon Oyj, P.O. Box 1110, FI-00101 Helsinki.

The advance voting form and instructions relating to the advance voting will be
available on the company's website at citycon.com/egm2022 no later than on 17
November 2022 at 9:00 a.m. (EET).
If a shareholder participates in the General Meeting by voting in advance in
accordance with the applicable instructions before the expiry of the
registration and advance voting period, this constitutes due registration for
the General Meeting, provided that all information required for registration and
advance voting is duly provided. No other notification of participation is
required for the General Meeting.
In connection with the registration, a shareholder or a proxy representative is
required to provide the requested personal information. The personal data given
to the company by shareholders and proxy representatives is only used in
connection with the General Meeting and with the processing of related necessary
registrations.
3. Proxy representatives and powers of attorney
A shareholder may participate in the General Meeting and exercise his/her rights
at the meeting by way of proxy representation. Also the proxy representative of
a shareholder may only participate by voting in advance in the manner instructed
above.
A proxy representative must produce a dated proxy document or otherwise, in a
reliable manner, demonstrate his/her right to represent the shareholder at the
General Meeting. If a shareholder participates in the General Meeting by means
of several proxy representatives representing the shareholder with shares in
different book-entry accounts, the shares, by which each proxy representative
represents the shareholder, shall be identified in connection with the
registration for the General Meeting.
Proxy and voting instruction templates will be available on the company's
website at citycon.com/egm2022 as from 17 November 2022 onwards. Proxy documents
and advance voting forms should be delivered to Euroclear Finland Oy by mail to
Euroclear Finland Oy, Yhtiökokous/Citycon Oyj, P.O Box 1110, FI-00101 Helsinki
or by email to yhtiokokous@euroclear.eu before the last date for registration
and advance voting, by which time the documents must be received.
If a shareholder delivers a proxy to the company in accordance with the
applicable instructions before the expiry of the registration and advance voting
period, this constitutes due registration for the General Meeting, provided that
all required information is included in the proxy documents.
Shareholders that are legal persons can also use the electronic Suomi.fi
authorization service instead of the traditional proxy in Euroclear Finland Oy's
general meeting service. In this case, the shareholder that is legal person
authorizes an assignee nominated by it in the Suomi.fi service at suomi.fi/e
-authorizations using the authorization topic "Representation at the General
Meeting". The assignee must identify himself/herself with strong electronic
authentication in Euroclear Finland Oy's general meeting service when
registering, after which the electronic mandate is automatically checked. The
strong electronic authentication works with personal bank IDs or a mobile
certificate. More information on suomi.fi/e-authorizations.
Further information will also be available on the company's website at
citycon.com/egm2022.
4. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the
General Meeting by virtue of such shares, based on which (s)he on the record
date of the General Meeting, i.e. on 25 November 2022, would be entitled to be
registered in the company's shareholders' register maintained by Euroclear
Finland Oy. In addition, the right to participate in the General Meeting
requires that the shareholder has, on the basis of such shares, been temporarily
registered in the shareholders' register maintained by Euroclear Finland Oy not
later than 5 December 2022 at 10:00 a.m. (EET). As regards nominee registered
shares this constitutes due registration for the General Meeting.
A holder of nominee registered shares is advised to request without delay
necessary instructions regarding the temporary registration in the company's
shareholders' register, the issuing of proxy documents and registration for the
General Meeting from his/her custodian bank. The account management organization
of the custodian bank shall register a holder of nominee registered shares, who
wants to participate in the General Meeting, to be temporarily entered in the
company's shareholders' register at the latest by the time stated above and see
to the voting in advance on behalf of a holder of nominee registered shares
before the due date for the registration. Further information on these matters
can also be found on the company's website at citycon.com/egm2022.
5. Other instructions and information
A shareholder has the right to ask questions with respect to the matters to be
considered at the General Meeting pursuant to Chapter 5, Section 25 of the
Finnish Limited Liability Companies Act. Such questions must be sent by email to
legal@citycon.com at the latest by 23 November 2022 at 4:00 p.m. (EET), by which
time the questions must be received by the company.
Such questions by shareholders and responses to such questions by the company
will be available on the company's website at citycon.com/egm2022 on 28 November
2022 at the latest. In connection with asking questions, shareholders are
required to provide adequate evidence of their shareholding.
Changes in the shareholding after the record date of the General Meeting do not
affect the right to participate in the General Meeting or the number of voting
rights held by the shareholder.
On the date of publication of this notice, 10 November 2022, Citycon Oyj has
168,008,940 shares and votes.
CITYCON OYJ
Board of Directors
For further information, please contact:
Sakari Järvelä
VP, Corporate Finance and Investor Relations
Telephone +358 50 387 8180
sakari.jarvela@citycon.com
Citycon is a leading owner, manager and developer of mixed-use real estate
featuring modern, necessity-based retail with residential, office and municipal
service spaces that enhance the communities in which they operate. Citycon is
committed to sustainable property management in the Nordic region with assets
that total approximately EUR 4.5 billion. Our centres are located in urban hubs
in the heart of vibrant communities with direct connections to public transport
and anchored by grocery, healthcare and other services that cater to the
everyday needs of customers.
Citycon has investment-grade credit ratings from Moody's (Baa3) and Standard &
Poor's (BBB-). Citycon's shares are listed on Nasdaq Helsinki Ltd.
www.citycon.com

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