Citycon Treasury B.V. – 19.11.2015 Registration Document Registration Document Citycon Treasury B.V. 19.11 2015 Prepared according to Commission Regulation (EC) No 809/2004 - Annex XXVII Citycon Treasury B.V. – 19.11.2015 Registration Document Important notice This Registration Document (as defined under “3. Definitions”) is prepared by Citycon Treasury B.V. (the “Issuer”). This Registration Document is valid for a period of up to 12 months following its approval by the Financial Supervisory Authority of Norway (the “Norwegian FSA”). This Registration Document was approved by the Norwegian FSA November 19th 2015. The prospectus for issuance of new bonds or other securities may for a period of up to 12 months from the date of the approval consist of this Registration Document and a securities note and summary applicable to each issue and subject to a separate approval. This Registration Document contains information on the Issuer and the Guarantor, their business operations and their financial condition. Such information is based on sources such as the annual reports and other publicly available information of the Company (as defined under “3. Definitions”). Any securities note and summary shall contain information concerning the respective securities to be offered or to be applied to be admitted for public trading. A prospective investor should consider carefully the factors set forth in Section “1. Risk Factors”, and elsewhere in this Registration Document, and should consult his or her own expert advisers as to the suitability of an investment in the respective securities. The Lead Managers (as defined under “3. Definitions”) and/or their affiliated companies and/or officers, directors and employees may be a market maker or hold a position in any instrument or related instrument discussed in this Registration Document, and may perform or seek to perform financial advisory or banking services related to such instruments. The Lead Managers’ corporate finance department may act as manager or co-manager for the Issuer in private and/or public placement and/or resale not publicly available or commonly known. Copies of this Registration Document are not being mailed or otherwise distributed or sent in or into or made available in the United States. Persons receiving this document (including custodians, nominees and trustees) must not distribute or send this document or any related documents in or into the United States. The distribution of the Registration Document may be limited by law also in other jurisdictions, for example in Canada, Japan and in the United Kingdom. Other than in compliance with applicable United States securities laws, no solicitations are being made or will be made, directly or indirectly, in the United States. Securities will not be registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Registration Document together with a Securities Note (as defined under “3. Definitions”) constitutes the Prospectus. The Prospectus has been reviewed and approved by the Norwegian FSA in accordance with Sections 7-7 and 7-8, cf. Section 7-3 of the Norwegian Securities Trading Act. The Norwegian FSA has not controlled or approved the accuracy or completeness of the information given in this Registration Document. The approval given by the Norwegian FSA only relates to the Issuer's descriptions pursuant to a pre-defined checklist of requirements. The Norwegian FSA has not made any form of control or approval relating to corporate matters described in or otherwise covered by this Registration Document. The content of the Registration Document does not constitute legal, financial or tax advice and potential investors should seek legal, financial and/or tax advice. Unless otherwise stated, the Registration Document is subject to Norwegian law. In the event of any dispute regarding the Registration Document, Norwegian law will apply. Page 2 of 25 Citycon Treasury B.V. – 19.11.2015 Registration Document Table of Contents: 1. Risk factors ..................................................................................................................... 4 2. Persons responsible ......................................................................................................... 6 3. Definitions ...................................................................................................................... 7 4. Statutory auditors ........................................................................................................... 8 5. Information about the Issuer and Guarantor ....................................................................... 9 6. Business overview .......................................................................................................... 11 7. Administrative, management and supervisory bodies .......................................................... 16 8. Major shareholders ......................................................................................................... 20 9. Financial information concerning the Issuer's and Guarantor’s assets and liabilities, financial position and profits and losses ............................................................................................. 21 10. Documents on display ................................................................................................... 23 11. Cross reference list ....................................................................................................... 24 12. Appendix ..................................................................................................................... 25 Page 3 of 25 Citycon Treasury B.V. – 19.11.2015 Registration Document 1. Risk factors Investing in the Bonds issued by Citycon Treasury B.V. involves inherent risks. Since the Issuer’s principal purpose is to provide funding to entities within the Group (as defined under “3. Definitions”) the Issuer's ability to fulfil its obligations under the Bonds is entirely dependent on the Guarantor's (as defined under “3. Definitions”) financial performance. The Issuer is subject to all the risks to which the Guarantor is subject. Risks associated with property development projects There are two main risks relating to property development projects: (i) Costs can be overrun due to rising construction costs or due to unforeseeable challenges in the construction work or changes in the plans. (ii) Reduced demand for retail premises could prevent the letting of new premises as planned, which could result in a lower occupancy rate than anticipated or in lower rent levels. Weaker demand for retail premises leading to lower rental income or credit losses The uncertain economic development in the Citycon’s (as defined under “3. Definitions”) operating regions that impacts consumer confidence, and the growing online retailing that affects customer behaviour, are two of the Company’s major risks that could affect demand for retail premises. A weaker demand for retail premises may make leasing of new premises more difficult, lead to lower rental levels and increase vacancy. It could also increase the risks for credit losses or the need to accept rent reductions to keep tenants. A decrease in sales of tenants would lead to decreased turnover based rental income. Rising operating expenses of properties To cover its properties' operating expenses, Citycon's lease agreements stipulate either a total rent or specified rent components. In the total rent model the rent amounts paid by the lessee are not affected by any increases or decreases in operating expenses. Consequently, a rise in operating expenses higher than inflation would diminish Citycon's profitability. Also in cases where Citycon can pass on the higher costs to tenants, rising operating expenses may reduce tenants’ rental payment capacity. The main operating expenses for properties include repair and maintenance fees, energy costs and security expenses. Environment and human related risks Risks associated with climate change might affect Citycon’s business environment in the long term. For example, extreme weather conditions could increase maintenance costs and erode profitability. Also, biodiversity could become a topic of legislation that may well address the threat that land use and construction may disrupt ecosystems. An expert organisation of Citycon’s nature relies heavily on its personnel for success. Personnel related risks include unclear roles, unspecified targets, and competence gaps. Citycon’s supply chain includes low-wage tasks, such as cleaning and construction assistance work. The hiring of people for these jobs may involve risk factors related to work conditions and human rights. Decreasing fair values of investment properties A number of factors can lead to decreasing values of the retail properties owned by Citycon, such as general and local economic development, interest rate levels, inflation rates, market rent trends, vacancy rates, investment demand created by property investors, property investors' yield requirements and the competitive environment. The fair value development of investment properties is characterised by uncertainty caused by the current relatively weak economic conditions. Availability and cost of funding Risks associated with the availability and cost of debt financing are of importance to Citycon, due to the relatively large debt portfolio. Both bank financing and bond