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Citycon Oyj Proxy Solicitation & Information Statement 2026

Mar 1, 2026

3215_rns_2026-03-01_ed80b0d6-be1d-4c8d-82ff-a608d22d830c.html

Proxy Solicitation & Information Statement

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Notice to the Extraordinary General Meeting of Citycon Oyj

Notice to the Extraordinary General Meeting of Citycon Oyj

CITYCON OYJ   Stock exchange release   1 March 2026 at 23:15 hrs

The Extraordinary General Meeting (the “General Meeting”) of Citycon Oyj (the
“Company”) will be held on Monday, 23 March 2026 at 14:00 (EET). The General
Meeting will be held at Eteläesplanadi 2, 00130 Helsinki, at the facilities of
Borenius Attorneys Ltd. Instructions for participation are provided in section C
of this notice.

The Company's shareholders may also exercise their voting rights by voting in
advance. Instructions for advance voting are provided in section C of this
notice.

A. Matters on the Agenda of the Extraordinary General Meeting

  1. Opening of the Meeting

  2. Calling the Meeting to Order

  3. Election of Persons to Scrutinize the Minutes and to Supervise the Counting
    of Votes

  4. Recording the Legality of the Meeting

  5. Recording the Attendance and Adopting the List of Votes

  6. Resolution on distribution of funds and on authorizing the Board of Directors
    to decide on distribution of funds

The Board of Directors proposes to the General Meeting that the meeting resolves
to distribute EUR 0.9 per share from the reserve of invested unrestricted equity
as return of capital, i.e. a total of approximately EUR 165.21 million, based on
the total number of shares issued on the date of the meeting. The funds will be
paid to shareholders registered in the register of shareholders maintained by
Euroclear Finland Oy on the record day of payment 25 March 2026. The funds will
be paid on 1 April 2026.

The company published on 26 February 2026 a financial review, including inter
alia the audited consolidated financial statements and the parent company
financial statements for the accounting period 1 January to 31 December 2025.
The financial statements for the financial year 2025 will not be adopted by the
date of the Extraordinary General Meeting and the proposed distribution of funds
will be based on the audited and adopted financial statements 31 December 2024.

The distribution proposal takes into account the solvency of the company,
decisions to distribute funds made after the completion of the financial
statements and other essential changes in the financial position of the company.

The distribution proposal is in line with the Citycon's updated dividend policy,
pursuant to which

the Company will use its excess cash for distribution to shareholders on a case
-by-case basis, taking into account the Company's financial performance,
proceeds from potential divestments and refinancings, and overall business
outlook, in full compliance with covenants and applicable rules and regulations.

  1. 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, the financial statements, management report and audit report from the
financial year 2024, decisions concerning the distribution of funds following 31
December 2024 and quarterly and semi-annual reports will be available on the
Company's website at citycon.com/egm2026 as from 2 March 2026. As for the
account by the board of directors on the events having occurred after 31
December 2024 and having an essential effect on the state of the company,
reference is made to the Stock Exchange releases published by the company after
the completion of the financial statements. Copies of the document and this
notice will be sent to shareholders upon request.

Minutes of the General Meeting will be available on the aforementioned website
as of 6 April 2026 at the latest.

C. Instructions for the Participants in the General Meeting

  1. Shareholder Registered in the Shareholders' Register

Each shareholder, who is registered in the Company's shareholders' register
maintained by Euroclear

Finland Oy on the record date of the General Meeting, i.e. on 11 March 2026, 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.

Registration for the General Meeting will begin on 5 March 2026 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 by giving a prior notice of participation no later than 16 March
2026 at 4.00 p.m. (EET), by which time the notice of participation must be
received.

The registration can be done in the following ways:

a) electronically by utilizing Euroclear's electronic general meeting service
accessible at citycon.com/egm2026. Registering 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 email to [email protected] or by regular mail to Euroclear Finland
Oy,

Yhtiökokous/Citycon Oyj, P.O. Box 1110, FI-00101 Helsinki.

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.

  1. Proxy Representative 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. A proxy representative may also
choose to vote in advance in the manner described in this notice.

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 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 [email protected] before the last date for registration
and advance voting, by which time the documents must be received.

If a shareholder delivers a proxy document 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/egm2026.

  1. Holder 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 the holder of nominee
registered shares on the record date of the General Meeting, i.e. on 11 March
2026, 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 based on these shares at the latest by 18 March 2026 at
10.00 a.m. As regards nominee registered shares, this constitutes due
registration for the General Meeting.

A holder of nominee registered shares is advised to request, in good time, the
necessary instructions regarding the temporary registration in the Company's
shareholders' register, the issuing of proxy documents and voting instructions,
registration for the General Meeting as well as advance voting 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/egm2026.

  1. Voting in Advance

Shareholders with a Finnish book-entry account may vote in advance on certain
agenda items of the General Meeting during the period from 5 March 2026 at 9.00
a.m. (EET) until 18 March 2026 at 10.00 a.m. (EET).

Advance voting can be done in the following ways:

a) electronically by utilizing Euroclear's electronic general meeting service
accessible at citycon.com/egm2026. Voting in advance electronically 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.

b) by sending the advance voting form available on the Company's website or
corresponding

information to Euroclear Finland Oy by email to [email protected] 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/egm2026 no later than 5 March
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.

A shareholder who has voted in advance cannot request information under the
Finnish Limited Liability Companies Act or request a vote at the General Meeting
if they or their proxy representative is not present at the General Meeting.

With regards to holders of nominee registered shares, the advance voting is
performed via the account management organization. The account management
organization may vote in advance on behalf of

the holders of nominee registered shares it represents, in accordance with the
voting instructions provided by them, during the advance voting period for
holders of nominee registered shares.

An agenda item subject to advance voting, is considered to have been presented
unchanged to the General Meeting. Conditions related to the electronic advance
voting and other related instructions are available on the Company's website at
citycon.com/egm2026.

  1. Other Instructions and Information

Pursuant to Chapter 5, Section 25 of the Finnish Limited Liability Companies
Act, a shareholder who is present at the General Meeting has the right to
request information with respect to the matters to be considered at the meeting.

Changes in shareholding after the record date do not affect the right to
participate in the General Meeting nor the number of voting rights.

On the date of publication of this notice, 1 March 2026, Citycon Oyj has
183,569,011 shares and votes.

CITYCON OYJ

The Board of Directors

For further information, please contact:
Hilik Attias
Chief Financial Officer
Tel. +358 40 688 8580
[email protected]
Anni Torkko
Director, Group Corporate Analysis & IR
Tel. +358 45 358 0570
[email protected]
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 3.8 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's shares are listed on Nasdaq Helsinki Ltd.
www.citycon.com