Municipality Finance Plc
Stock exchange release
17 May 2024 at 1:00 pm (EEST)

Resolutions by the Annual General Meeting of Municipality Finance Plc held on 17 May 2024

The Annual General Meeting (hereinafter the AGM) of Municipality Finance Plc (MuniFin) held on 17 May 2024 adopted the company’s financial statements and discharged the members of the Board of Directors (the Board), the CEO, and the Deputy to the CEO from liability for the financial year 2023.

Use of Profit Shown on the Balance Sheet and the Distribution of Dividend
The Annual General Meeting decided that a dividend of EUR 1.69 per share, totalling 66,017,818.62 EUR shall be paid out. Dividends will be paid on 28 May 2024 or as soon as possible thereafter to each shareholder who is registered in the company’s shareholder register maintained by Euroclear Finland Ltd on the record date of dividend payment on 21 May 2024.

Remuneration and Composition of the Board
The AGM decided on the remuneration for the members of the Board for the term from the closing of the 2024 AGM, to the closing of the next AGM (the Term 2024–2025) as follows:

• annual fixed remuneration of a Board member EUR 25,000;
• annual fixed remuneration of the Vice Chair of the Board EUR 29,000;
• annual fixed remuneration of the Chair of the Risk or Audit Committee EUR 31,000;
• annual fixed remuneration of the Chair of the Board EUR 45,000; and
• for each Board and committee meeting as well as for each meeting required by the authorities, to the members, a fee of EUR 600 per meeting attended and to the chairs, EUR 950 per meeting attended.

The annual remuneration of the Chair of the Board was increased by EUR 3.000, the annual remuneration of the Vice Chair of the Board and the Chairs of the Risk and Audit Committees was increased by EUR 1.500 and the annual remuneration of a Board members was increased by EUR 1.000. No amendments were made to the meeting fees.

The AGM decided to elect eight members to the Board for the Term 2024–2025 and to re-elect the following current members: Ms. Maaria Eriksson, Mr. Markku Koponen, Mr. Kari Laukkanen, Mr. Tuomo Mäkinen, Mr. Denis Strandell, Ms. Leena Vainiomäki and Mr. Arto Vuojolainen. In addition, the AGM decided to elect Ms. Elina Stråhlman as a new board member.

The CEO’s Review
Esa Kallio, the President and CEO of MuniFin, discussed the development of the company in 2023, stating that it was the fourth consecutive year marked by instability. The increasing geopolitical tensions and market fluctuations did not significantly affect the operational capacity of MuniFin. MuniFin was able to, without disruption, fulfill its core mission of securing cost-effective long-term financing for its customers. Regarding the long-term financing of wellbeing services counties, the CEO emphasized that this is constrained by the annual limit of EUR 400 million set by the Municipal Guarantee Board, because wellbeing services counties are not members of the Municipal Guarantee Board. From the perspective of the development of public sector financing costs, it would be important for wellbeing services counties to become members of the Municipal Guarantee Board and thereby share the guarantee responsibility for the funding used in wellbeing services counties. Finally, for 2024, the CEO also stated that MuniFin has decided to terminate the business operations related to the advisory services provided by its subsidiary Rahoituksen neuvontapalvelut Inspira Oy, as the related business acquisition with FCG Finnish Consulting Group Oy fell through.

Election and Remuneration of the Auditor
PricewaterhouseCoopers Oy was elected as the company’s auditor with Jukka Paunonen, Authorized Public Accountant, as the principal auditor. The auditor’s fees will be paid against the invoices approved by the company.

Constitutive Meeting of the Board
At its constitutive meeting, the Board appointed Kari Laukkanen as the Chair and Maaria Eriksson as the Vice Chair of the Board. The following persons were appointed to the Remuneration Committee: Kari Laukkanen as the Chair, and Leena Vainiomäki and Maaria Eriksson as members. The following persons were appointed to the Audit Committee: Markku Koponen as the Chair, and Tuomo Mäkinen, Elina Stråhlman and Denis Strandell as members. The following persons were appointed to the Risk Committee: Leena Vainiomäki as the Chair, and Maaria Eriksson, Kari Laukkanen and Arto Vuojolainen as members.

Additional information on the company’s operations in 2023 is available in the company’s Annual Report, which is available for downloading in PDF format at the company website www.munifin.fi.

MUNICIPALITY FINANCE PLC

Esa Kallio
President and CEO
tel. +358 50 337 7953

MuniFin (Municipality Finance Plc) is one of Finland’s largest credit institutions. The owners of the company include Finnish municipalities, the public sector pension fund Keva and the Republic of Finland. The Group’s balance sheet totals close to EUR 50 billion.

MuniFin builds a better and more sustainable future with its customers. Our customers include municipalities, joint municipal authorities, wellbeing services counties, joint county authorities, corporate entities under the control of the above-mentioned organisations, and affordable social housing. Lending is used for environmentally and socially responsible investment targets such as public transportation, sustainable buildings, hospitals and healthcare centres, schools and day care centres, and homes for people with special needs.

MuniFin’s customers are domestic but the company operates in a completely global business environment. The company is an active Finnish bond issuer in international capital markets and the first Finnish green and social bond issuer. The funding is exclusively guaranteed by the Municipal Guarantee Board.

Read more: www.munifin.fi

Municipality Finance Plc
Stock Exchange Release
26 April 2024 at 11:00 am (EEST)

Proposals to the Annual General Meeting of Municipality Finance Plc

Municipality Finance Plc’s (hereinafter MuniFin) Board of Directors (the Board) and the Shareholders’ Nomination Committee (the Nomination Committee) have made the following proposals to the Annual General Meeting (the AGM) convening on 17 May 2024 at 10:00 (EET):

Use of profit shown on the balance sheet and the distribution of dividend

MuniFin has distributable funds of EUR 365,610,693.66 of which the profit for the financial year totaled EUR 67,416,447.86.

In accordance with the dividend policy adopted by the AGM in March 2023, MuniFin’s aim is to pay 30-60% of the Group’s financial year’s profit in dividends. The Board proposes to the AGM that a dividend of EUR 1.69 per share, totaling EUR 66,017,818.62 shall be distributed based on the balance sheet to be adopted for 2023.

MuniFin’s profit for the financial year is strong. The Board considers the proposed payment of dividend justified. MuniFin clearly fulfils all the prudential requirements set to it. No substantial changes in the company’s financial position have occurred after the end of the financial year and the Board estimates that the distribution of dividends will not place the fulfilment of the capital requirements or the company’s liquidity in jeopardy nor is it incompatible with the legislation applicable to MuniFin.

The dividend is paid to a shareholder who is registered in the company’s shareholder register maintained by Euroclear Finland Ltd on the record date of dividend payment on 21 May 2024. The Board proposes that the dividend be paid 28 May 2024 or as soon as possible thereafter.

Remuneration and composition of the Board

The Nomination Committee proposes to the AGM the following remuneration of the Board for the term from the closing of the 2024 AGM to the closing of the next AGM (the Term 2024–2025):

• annual fixed remuneration of a Board member EUR 25,000;
• annual fixed remuneration of the Vice Chair of the Board EUR 29,000;
• annual fixed remuneration of the Chair of the Risk or Audit Committee EUR 31,000;
• annual fixed remuneration of the Chair of the Board EUR 45,000; and
• for each Board and committee meeting as well as for each meeting required by the authorities, to the members, a fee of EUR 600 per meeting attended and to the chairs, EUR 950 per meeting attended.

The proposed remuneration means an increase of EUR 3,000 to the annual fixed remuneration of the Chair of the Board, an increase of EUR 1,500 to the annual fixed remuneration of the Vice Chair of the Board and the Chairs of the Risk and Audit Committees and an increase of EUR 1,000 to the annual fixed remuneration of a Board member.

The Nomination Committee proposes to the AGM that eight members will be elected to the Board for the Term 2024–2025. The Nomination Committee proposes that the following current members will be re-elected: Kari Laukkanen, Maaria Eriksson, Markku Koponen, Tuomo Mäkinen, Denis Strandell, Leena Vainiomäki and Arto Vuojolainen. In addition, the Nomination Committee proposes that Elina Stråhlman will be elected to the Board as a new member. Minna Smedsten, a current member of the Board, is no longer available to the Board for the next term.

Elina Stråhlman serves as the Chief Financial Officer of Enento Group Plc. Stråhlman has extensive expertise particularly in financial reporting and auditing.

The Nomination Committee proposes to the Board to be elected by the AGM to reappoint Kari Laukkanen as the Chair and Maaria Eriksson as the Vice Chair.

Election and remuneration of the auditor

The Board proposes to the AGM to elect PricewaterhouseCoopers Oy as the company’s auditor for the Term 2024–2025. PricewaterhouseCoopers Oy has announced that in the event they are elected as the company’s auditor, Jukka Paunonen, APA, will act as the principal auditor. The Board proposes to the AGM that the auditor’s fees will be paid against reasonable invoices.

The invitation to the AGM, including relevant appendices, is available on MuniFin’s website in Finnish.

MUNICIPALITY FINANCE PLC

Further information:

Esa Kallio
President and CEO
tel. +358 50 337 7953

MuniFin (Municipality Finance Plc) is one of Finland’s largest credit institutions. The owners of the company include Finnish municipalities, the public sector pension fund Keva and the Republic of Finland. The Group’s balance sheet totals close to EUR 50 billion.

MuniFin builds a better and more sustainable future with its customers. Our customers include municipalities, joint municipal authorities, wellbeing services counties, joint county authorities, corporate entities under the control of the above-mentioned organisations, and affordable social housing. Lending is used for environmentally and socially responsible investment targets such as public transportation, sustainable buildings, hospitals and healthcare centres, schools and day care centres, and homes for people with special needs.

MuniFin’s customers are domestic but the company operates in a completely global business environment. The company is an active Finnish bond issuer in international capital markets and the first Finnish green and social bond issuer. The funding is exclusively guaranteed by the Municipal Guarantee Board.

Read more: www.munifin.fi

Municipality Finance Plc
Stock exchange release
7 March 2024 at 2:00 pm (EET)

Municipality Finance Group’s Annual Report for 2023 published

Municipality Finance Group’s Annual Report and Corporate Governance Statement for the year 2023 have been published in English and Finnish.

MuniFin Group’s Annual Report fulfills the reporting requirements of European Single Electronic Format (ESEF). In accordance with these requirements, Report of the Board of Directors and the Consolidated Financial Statements are published not only in the Annual Report file but additionally in a separate zip file in which Report of the Board and the Financial Statements are marked up with XBRL tags. These ESEF Financial Statements have been subject to an independent auditor’s assurance.

MuniFin Group has also published Pillar 3 Disclosure document in accordance with Regulation (EU) No 575/2013 and Directive 2013/36/EU. The document is available in English. The remuneration aspects of Pillar 3 reporting are also available separately in Finnish in MuniFin Group’s Remuneration Report 2023.

MuniFin Group has also published its Green Impact Report and Social Impact Report for 2023 in English and Finnish.

All of the above-mentioned reports are available on MuniFin’s website at www.munifin.fi.

MUNICIPALITY FINANCE PLC

Further information:

Esa Kallio
President and CEO
tel. +358 50 337 7953

MuniFin (Municipality Finance Plc) is one of Finland’s largest credit institutions. The company is owned by Finnish municipalities, the public sector pension fund Keva and the Republic of Finland. MuniFin Group also includes the subsidiary company, Financial Advisory Services Inspira Ltd. The Group’s balance sheet totals close to EUR 50 billion.

MuniFin builds a better and more sustainable future with its customers. MuniFin’s customers include municipalities, joint municipal authorities, wellbeing services counties, corporate entities under their control, and non-profit organisations nominated by the Housing Finance and Development Centre of Finland (ARA). Lending is used for environmentally and socially responsible investment targets such as public transportation, sustainable buildings, hospitals and healthcare centres, schools and day care centres, and homes for people with special needs.

MuniFin’s customers are domestic, but the company operates in a completely global business environment. The company is an active Finnish bond issuer in international capital markets and the first Finnish green and social bond issuer. The funding is exclusively guaranteed by the Municipal Guarantee Board.

Read more: www.munifin.fi

Important Information

The information contained herein is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into any such country or jurisdiction or otherwise in such circumstances in which the release, publication or distribution would be unlawful. The information contained herein does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, any securities or other financial instruments in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.

This communication does not constitute an offer of securities for sale in the United States. The notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or under the applicable securities laws of any state of the United States and may not be offered or sold, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

Attachments

• MuniFin_Annual Report_2023
• 529900HEKOENJHPNN480-2023-12-31-en

Municipality Finance Plc
Stock Exchange Release
28 December 2023 at 1:00 pm (EET)

Municipality Finance Group Financial calendar in 2024

In this stock exchange release, MuniFin Group provides its financial calendar for 2024. The calendar includes the planned publication dates of MuniFin Group’s financial reports.

The financial statements of MuniFin Group for the year 2023 will be published on 9 February 2024.

The annual report 2023 will be published around 7 March 2024. On the same date, MuniFin Group will also publish the Pillar III disclosure based on the Capital Requirements Regulation, and the Corporate Governance Statement.

The half year report for the period 1 January–30 June 2024 will be published on 13 August 2024 and the Pillar III disclosure for the same period during the calendar week 34.

The financial reports are published in English and in Finnish.

The Annual General Meeting of Municipality Finance Plc is planned to be held on 17 May 2024.

MUNICIPALITY FINANCE PLC

Harri Luhtala
Executive Vice President, Finance, CFO
tel. +358 50 592 9454

MuniFin (Municipality Finance Plc) is one of Finland’s largest credit institutions. The owners of the company include Finnish municipalities, the public sector pension fund Keva and the Republic of Finland. MuniFin Group also includes the subsidiary company, Financial Advisory Services Inspira Ltd. The Group’s balance sheet totals approximately EUR 48 billion.

MuniFin builds a better and more sustainable future with its customers. Our customers include municipalities, joint municipal authorities, wellbeing services counties, joint county authorities, corporate entities under the control of the above-mentioned organisations, and affordable social housing. Lending is used for environmentally and socially responsible investment targets such as public transportation, sustainable buildings, hospitals and healthcare centres, schools and day care centres, and homes for people with special needs.

MuniFin’s customers are domestic, but the company operates in a completely global business environment. The company is an active Finnish bond issuer in international capital markets and the first Finnish green and social bond issuer. The funding is exclusively guaranteed by the Municipal Guarantee Board.

Read more: www.munifin.fi

Municipality Finance Plc.
Stock exchange release
8 August 2023 at 10:00 am (EEST)

MuniFin Group’s Pillar III Half Year Disclosure Report 2023 published

MuniFin Group has published its Pillar III Half Year Disclosure Report 2023 in accordance with Regulation (EU) No 575/2013 and Directive 2013/36/EU. The report is available at www.munifin.fi.

MUNICIPALITY FINANCE PLC

Further information:

Harri Luhtala
CFO
+358 50 592 9454

MuniFin (Municipality Finance Plc) is one of Finland’s largest credit institutions. The company is owned by Finnish municipalities, the public sector pension fund Keva and the Republic of Finland. MuniFin Group also includes the subsidiary company, Financial Advisory Services Inspira Ltd. The Group’s balance sheet totals approximately EUR 48 billion.

MuniFin builds a better and more sustainable future with its customers. Our customers include municipalities, joint municipal authorities, wellbeing services counties, joint county authorities, corporate entities under the control of the above-mentioned organisations, and affordable social housing. Lending is used for environmentally and socially responsible investment targets such as public transportation, sustainable buildings, hospitals and healthcare centres, schools and day care centres, and homes for people with special needs.

MuniFin’s customers are domestic but the company operates in a completely global business environment. The company is an active Finnish bond issuer in international capital markets and the first Finnish green and social bond issuer. The funding is exclusively guaranteed by the Municipal Guarantee Board.

Read more: www.munifin.fi

Attachment

• MuniFin Pillar III Half Year Disclosure Report 2023

MuniFin Group’s Half Year Report January–June 2023: Business developed steadily under uncertain market environment

Municipality Finance Plc
Half Year Report
7 August 2023 at 1:00 pm (EEST)

This release is a summary of MuniFin Group’s Half Year Report published on 7 August 2023. The complete Half Year Report with tables is attached to this release and available at www.munifin.fi.

MuniFin Group will publish its Pillar III Half Year Disclosure Report 2023 the week of August 7 in accordance with Regulation (EU) No 575/2013 and Directive 2013/36/EU.

In brief: MuniFin Group in the first half of 2023

• The Group’s net operating profit excluding unrealised fair value changes amounted to EUR 81 million (EUR 74 million) in January–June, growing from the comparison period and exceeding the previous year’s figure by 9.3% (in 2022, the net operating profit excluding unrealised fair value changes decreased by 31%). The increase in net operating profit was affected by significant non-recurring item included in the comparison period’s costs and increase in net interest income of 2%.
• Costs in the reporting period amounted to EUR 43 million (EUR 48 million) and grew by almost 14%, the comparison period’s non-recurring items excluded. The growth in costs was primarily driven by almost quadrupling of the guarantee commission paid to the Municipal Guarantee Board, which is a compensation for the guarantees the Municipal Guarantee Board grants to MuniFin’s funding. Increase in guarantee commission paid was due to the change in the calculation methodology informed by Municipal Guarantee Board.
• The Group’s net operating profit amounted to EUR 77 million (EUR 91 million). Unrealised fair value changes amounted to EUR -5 million (EUR 16 million) in the reporting period.
• The Group’s leverage ratio continued to strengthen, and it was 11.9% (11.6%) at the end of June.
• At the end of June, the Group’s CET1 capital ratio was very strong at 101.3% (97.6%). CET1 capital ratio was well over the total requirement of 13.9%, with capital buffers accounted for. Tier 1 and total capital ratios were on a par with the CET1 capital ratio, standing at 101.3% (97.6%).
• Because of the uncertainty arising from the war and inflation outlook, the Group has maintained larger than normal liquidity buffers as a precaution. The accelerating inflation has pushed up market interest rates, which has had a positive effect on the Group’s net interest income. Russia’s invasion of Ukraine has not had a significant negative effect on the Group’s operations.
• Long-term customer financing (long-term loans and leased assets) excluding unrealised fair value changes totalled EUR 31,530 million (EUR 30,660 million) at the end of June and saw an increase of 2.8% (2.6%). New long-term customer financing decreased in January–June and amounted to EUR 1,931 million (EUR 2,153 million). Short-term customer financing totalled EUR 1,198 million (EUR 1,457 million).
• Of all long-term customer financing, the amount of green finance aimed at environmentally sustainable investments totalled EUR 3,814 million (EUR 3,251 million) and the amount of social finance aimed at investments promoting equality and communality totalled EUR 1,875 million (EUR 1,734 million) at the end of June. Green and social finance have been extremely well received by customers, and the total amount of this financing increased by 14.1% (14.6%) from the comparison period.
• In January–June, new long-term funding reached EUR 7,118 million (EUR 5,962 million). At the end of June, the total funding was EUR 41,018 million (EUR 40,210 million), of which long-term funding made up EUR 37,919 million (EUR 35,560 million). MuniFin decided to repay the debt related to the European Central Bank’s targeted longer-term refinancing operations (TLTRO III) in the reporting period. The debt totalled EUR 2,000 million.
• The Group’s total liquidity is very strong, and it was EUR 11,323 million (EUR 11,506 million) at the end of June. Liquidity Coverage Ratio (LCR) stood at 253% (257%) and Net Stable Funding Ratio (NSFR) at 127% (120%) at the end of June.
• Revised outlook for the second half of 2023: The Group expects its net operating profit excluding unrealised fair value changes to be at the same level or higher (Financial Statements Bulletin 2022: at the same level) as in 2022. The Group expects its capital adequacy ratio and leverage ratio to remain strong. The valuation principles set in the IFRS framework may cause significant but temporary unrealised fair value changes, some of which increase the volatility of net operating profit and make it more difficult to estimate. A more detailed outlook is presented in the section Outlook for the second half of 2023.

Comparison figures deriving from the income statement and figures describing the change during the reporting period are based on figures reported for the corresponding period in 2022. Comparison figures deriving from the balance sheet and other cross-sectional items are based on the figures of 31 December 2022 unless otherwise stated.

President and CEO of MuniFin, Esa Kallio:

“The first half of 2023 was marked by continued economic uncertainty. The Russian invasion of Ukraine gave rise to an energy crisis and caused the cost of living to shoot up, inflicting concern and complicating the economic situation. At MuniFin, our operations remained stable and we were able to successfully carry out our core mandate of ensuring the availability of affordable financing for our customers.

In municipal finances, 2023 is looking to be a relatively good year. Temporary tax benefits have boosted municipal finances, causing municipalities to have lower financing needs in the reporting period than in the previous year as expected. The new wellbeing services counties that started their operations on 1 January 2023 had a low demand for financing, as was to be expected.

The financing needs in the affordable social housing sector were slightly higher in the first half of the year than in the year before. For several years now, our customers have suffered from the rising costs in construction, which has delayed the progress of the building projects.

Market turbulence triggered by high interest expenses and inflation have not had a direct effect on MuniFin’s operations. Our funding has remained stable and our access to the capital markets strong throughout the first half of the year.

Despite the continued uncertainty, we have again successfully carried out our core mandate and ensured affordable financing for our customers.”

Key Figures (Group)

* Alternative Performance Measure

MUNICIPALITY FINANCE PLC

Further information:

Esa Kallio
President and CEO
+358 50 337 7953

Harri Luhtala
CFO
+358 50 592 9454

MuniFin (Municipality Finance Plc) is one of Finland’s largest credit institutions. The company is owned by Finnish municipalities, the public sector pension fund Keva and the Republic of Finland. MuniFin Group also includes the subsidiary company, Financial Advisory Services Inspira Ltd. The Group’s balance sheet totals approximately EUR 48 billion.

MuniFin builds a better and more sustainable future with its customers. Our customers include municipalities, joint municipal authorities, wellbeing services counties, joint county authorities, corporate entities under the control of the above-mentioned organisations, and affordable social housing. Lending is used for environmentally and socially responsible investment targets such as public transportation, sustainable buildings, hospitals and healthcare centres, schools and day care centres, and homes for people with special needs.

MuniFin’s customers are domestic but the company operates in a completely global business environment. The company is an active Finnish bond issuer in international capital markets and the first Finnish green and social bond issuer. The funding is exclusively guaranteed by the Municipal Guarantee Board.

Attachment

• MuniFin Half Year Report 2023

Municipality Finance Plc
Stock exchange release
30 March 2023 at 10.00 am (EEST)

Systemic risk buffer requirement set to MuniFin

On 29 March 2023, the Finnish Financial Supervisory Authority (FIN-FSA) has, in accordance with the sections 4a and b, Chapter 10 of the act on Credit Institutions, set a systemic risk buffer requirement of 1.0 per cent to MuniFin. The decision will take effect on 1 April 2024, and it is equivalent to the requirements set to other Finnish banks at the same time.

MuniFin clearly meets all capital requirements set to it.

MUNICIPALITY FINANCE PLC

Esa Kallio
President and CEO
tel. +358 50 337 7953

MuniFin (Municipality Finance Plc) is one of Finland’s largest credit institutions. The owners of the company include Finnish municipalities, the public sector pension fund Keva and the Republic of Finland. MuniFin Group also includes the subsidiary company, Financial Advisory Services Inspira Ltd. The Group’s balance sheet totals close to EUR 48 billion.

MuniFin builds a better and more sustainable future with its customers. MuniFin’s customers include municipalities, joint municipal authorities, wellbeing services counties, corporate entities under their control, and non-profit organisations nominated by the Housing Finance and Development Centre of Finland (ARA). Lending is used for environmentally and socially responsible investment targets such as public transportation, sustainable buildings, hospitals and healthcare centres, schools and day care centres, and homes for people with special needs.

MuniFin’s customers are domestic but the company operates in a completely global business environment. The company is an active Finnish bond issuer in international capital markets and the first Finnish green and social bond issuer. The funding is exclusively guaranteed by the Municipal Guarantee Board.

Read more: www.munifin.fi

Municipality Finance Plc
Stock exchange release
28 March 2023 at 3.00 p.m. (EEST)

Resolutions by the Annual General Meeting of Municipality Finance Plc held on 28 March 2023

The Annual General Meeting (hereinafter the AGM) of Municipality Finance Plc (MuniFin) held on 28 March 2023 adopted the company’s financial statements and discharged the members of the Board of Directors (the Board), the CEO, and the Deputy to the CEO from liability for the financial year 2022.

Use of Profit Shown on the Balance Sheet and the Distribution of Dividend
The Annual General Meeting decided that a dividend of EUR 1.73 per share, totalling 67,580,370.54 EUR shall be paid out. Dividends will be paid on 13 April 2023 to each shareholder recorded in the company’s list of shareholders on 4 April 2023.

Remuneration and Composition of the Board
The AGM decided on the remuneration for the members of the Board for the term from the closing of the 2023 AGM, to the closing of the next AGM (the Term 2023–2024) as follows:

• annual fixed remuneration of a Board member EUR 24,000;
• annual fixed remuneration of the Vice Chair of the Board EUR 27,500;
• annual fixed remuneration of the Chair of the Risk or Audit Committee EUR 29,500;
• annual fixed remuneration of the Chair of the Board EUR 42,000; and
• for each Board and committee meeting as well as for each meeting required by the authorities, to the members, a fee of EUR 600 per meeting attended and to the chairs, EUR 950 per meeting attended.

The annual remuneration of the Chair of the Board was increased by EUR 2.000, the annual remuneration of the Vice Chair of the Board and the Chairs of the Risk and Audit Committees was increased by EUR 1.500 and the annual remuneration of a Board members was increased by EUR 1.000. The meeting fees were increased by EUR 150 per meeting for the chairs of the Board and the committees and by EUR 100 per meeting for other positions.

The AGM decided to elect eight members to the Board for the Term 2023–2024 and to re-elect the following current members: Ms. Maaria Eriksson, Mr. Markku Koponen, Mr. Kari Laukkanen, Mr. Tuomo Mäkinen, Ms. Minna Smedsten, Mr. Denis Strandell and Ms. Leena Vainiomäki. In addition, the AGM decided to elect Mr. Arto Vuojolainen as a new board member.

The CEO’s Review
Esa Kallio, the President and CEO of MuniFin, discussed the development of the company in 2022. The CEO emphasized in his review MuniFin’s recently established ability to finance municipal energy companies due to the energy crisis. The CEO also noted that from MuniFin’s perspective it would be important for the wellbeing services counties to become members of the Municipal Guarantee Board and to share the guarantor liability of the funding that is used to finance the wellbeing services counties. In addition, the CEO discussed the current market environment and noted that despite the market turbulence, MuniFin has a good access to the funding market and the company’s liquidity buffers are significant and therefore the company is able to operate normally even under difficult market conditions.

Election and Remuneration of the Auditor
KPMG Oy Ab was elected as the company’s auditor with Tiia Kataja, Authorized Public Accountant, as the principal auditor. The auditor’s fees will be paid against the invoices approved by the company.

Election of the Auditor for the Term Commencing in 2024

The AGM noted the Audit Committee’s recommendation concerning the election of the auditor for the term commencing in 2024 and the Board’s proposal, which was made based on the recommendation, on the election of the auditor to the AGM to be held next year, i.e. in 2024. The Board will propose to the AGM 2024 based on the Audit Committee’s recommendation that PricewaterhouseCoopers Oy will be elected as the Auditor for the term beginning from the election and ending to the closing of the next AGM, i.e., the AGM 2025.

Dividend Policy

The AGM adopted a dividend policy to the company, according to which in the coming years MuniFin aims to pay 30-60% of the Group’s financial year’s profit in dividends. However, dividend distribution must not jeopardize MuniFin’s solvency, liquidity or its ability to meet the commitments.

Incorporation of MuniFin’s Shares in a Book-Entry System and Amendments to the Articles of Association

A)   Incorporation of MuniFin’s shares in a book-entry system and the required amendments to the articles of association

The AGM decided to incorporate the shares of MuniFin in the book-entry system maintained by Euroclear Finland Oy as well to amend MuniFin’s articles of association as required by the incorporation. In addition, the AGM authorized the Board to decide on the registration period, after which the shares of the company will be in the book-entry system.

The AGM decided to make the following amendments to the articles of association in order to incorporate the shares to the book-entry system:

• A reference of the shares of the company being incorporated into a book-entry system after the end of a registration period defined by the Board will be added to the article three.
• The sentence “The consent clause must be noted on the share certificates and in the register of shareholders, as well as on any temporary certificates and subscription right certificates” will be deleted from the consent clause in article four.
• The sentence “The redemption clause must be noted on the share certificates and in the register of shareholders, as well as on any temporary certificates and subscription right certificates” will be deleted from the redemption clause in article five.
• The article 13 concerning the summons to general meeting will be reworded as follows “The summons to a General Meeting shall be delivered in writing by publishing it on the company’s website, by sending it to the e-mail addresses as notified by each shareholder to the company, by sending it by post to the address entered to the shareholder register or by publishing it in a publication specified by the Board of Directors. The summons to a General Meeting must be delivered at the earliest three months before the General Meeting and at the latest one week before the record date of the General meeting. The last date for advance notices of participation shall be mentioned in the summons of a General Meeting.”

B)   Other amendments to the articles of association

The AGM also decided to make the following amendments to the articles of association:

• The article two of the articles of association concerning the company’s line of business states that “the company serves the whole Finnish municipal sector, and particularly the corporations as referred to in Section 1 of the Act on the Municipal Guarantee Board.” The section will be amended to “the company serves the corporations as referred to in Section 1 of the Act on the Municipal Guarantee Board”.
• The article eight of the articles of association states that “the Managing Director, the Deputy Managing Director and company officers may only belong to another company’s management with permission from the Board of Directors of Kuntarahoitus Oyj”. The reference to “company officers” will be replaced by the words “persons reporting directly to the Managing Director”.

In addition, the AGM decided that small technical amendments will be made to the articles of association.

Constitutive Meeting of the Board
At its constitutive meeting, the Board appointed Kari Laukkanen as the Chair and Maaria Eriksson as the Vice Chair of the Board. The following persons were appointed to the Remuneration Committee: Kari Laukkanen as the Chair, and Leena Vainiomäki and Maaria Eriksson as members. The following persons were appointed to the Audit Committee: Markku Koponen as the Chair, and Tuomo Mäkinen, Minna Smedsten and Denis Strandell as members. The following persons were appointed to the Risk Committee: Leena Vainiomäki as the Chair, and Maaria Eriksson, Kari Laukkanen and Arto Vuojolainen as members.

Additional information on the company’s operations in 2022 is available in the company’s Annual Report, which is available for downloading in PDF format at the company website www.munifin.fi.

MUNICIPALITY FINANCE PLC

Esa Kallio
President and CEO
tel. +358 50 337 7953

MuniFin (Municipality Finance Plc) is one of Finland’s largest credit institutions. The company is owned by Finnish municipalities, the public sector pension fund Keva and the Republic of Finland. MuniFin Group also includes the subsidiary company, Financial Advisory Services Inspira Ltd. The Group’s balance sheet totals close to EUR 48 billion.

MuniFin builds a better and more sustainable future with its customers. MuniFin’s customers include municipalities, joint municipal authorities, wellbeing services counties, corporate entities under their control, and non-profit organisations nominated by the Housing Finance and Development Centre of Finland (ARA). Lending is used for environmentally and socially responsible investment targets such as public transportation, sustainable buildings, hospitals and healthcare centres, schools and day care centres, and homes for people with special needs.

MuniFin’s customers are domestic but the company operates in a completely global business environment. The company is an active Finnish bond issuer in international capital markets and the first Finnish green and social bond issuer. The funding is exclusively guaranteed by the Municipal Guarantee Board.

Read more: www.munifin.fi

Municipality Finance Plc
Stock exchange release
7 March 2023 at 12:00 pm (EET)

Municipality Finance Group’s Annual Report for 2022 published

Municipality Finance Group’s Annual Report and Corporate Governance Statement for the year 2022 have been published in English and Finnish.

MuniFin Group’s Annual Report fulfills the reporting requirements of European Single Electronic Format (ESEF). In accordance with these requirements, Report of the Board of Directors and the Consolidated Financial Statements are published not only in the Annual Report file but additionally in a separate zip file in which Report of the Board and the Financial Statements are marked up with XBRL tags. These ESEF Financial Statements have been subject to an independent auditor’s assurance.

MuniFin Group has also published Pillar 3 Disclosure document in accordance with Regulation (EU) No 575/2013 and Directive 2013/36/EU. The document is available in English. The remuneration aspects of Pillar 3 reporting are also available separately in Finnish in MuniFin Group’s Remuneration Report 2022.

MuniFin Group has also published its Green Impact Report and Social Impact Report for 2022 in English and Finnish.

All of the above-mentioned reports are available on MuniFin’s website at www.munifin.fi.

MUNICIPALITY FINANCE PLC

Further information:

Esa Kallio
President and CEO
tel. +358 50 337 7953

MuniFin (Municipality Finance Plc) is one of Finland’s largest credit institutions. The company is owned by Finnish municipalities, the public sector pension fund Keva and the Republic of Finland. MuniFin Group also includes the subsidiary company, Financial Advisory Services Inspira Ltd. The Group’s balance sheet totals nearly EUR 48 billion.

MuniFin builds a better and more sustainable future with its customers. Our customers include municipalities, joint municipal authorities, wellbeing services counties, joint county authorities, corporate entities under their control and affordable social housing. Lending is used for environmentally and socially responsible investment targets such as public transportation, sustainable buildings, hospitals and healthcare centres, schools and day care centres, and homes for people with special needs.

MuniFin’s customers are domestic but the company operates in a completely global business environment. The company is an active Finnish bond issuer in international capital markets and the first Finnish green and social bond issuer. The funding is exclusively guaranteed by the Municipal Guarantee Board.

Attachments

• MuniFin Annual Report 2022
• 529900HEKOENJHPNN480-2022-12-31-en

Municipality Finance Plc
Stock Exchange Release
7 March 2023 at 11:00 am (EET)

Proposals to the Annual General Meeting of Municipality Finance Plc

Municipality Finance Plc’s (hereinafter MuniFin) Board of Directors (the Board) and the Shareholders’ Nomination Committee (the Nomination Committee) have made the following proposals to the Annual General Meeting (the AGM) convening on 28 March 2023 at 10:00 am (EET).

Use of profit shown on the balance sheet and the distribution of dividend

MuniFin has distributable funds of EUR 365,774,616.34 of which the profit for the financial year totaled EUR 138,060,709.21. The Board proposes to the AGM that a dividend of EUR 1.73 per share, totaling EUR 67,580,370.54 shall be distributed based on the balance sheet to be adopted for 2022.

MuniFin’s profit for the financial year is very good. The Board considers the proposed payment of dividend justified. MuniFin clearly fulfils all the prudential requirements set to it. No substantial changes in the company’s financial position have occurred after the end of the financial year and the Board estimates that the distribution of dividends will not place the fulfilment of the capital requirements or the company’s liquidity in jeopardy nor is it incompatible with the legislation applicable to MuniFin.

The dividends will be paid to shareholders who are recorded in the company’s list of shareholders on 4 April 2023. The Board proposes that the dividends be paid on 13 April 2023.

Remuneration and composition of the Board

The Nomination Committee proposes to the AGM the following remuneration of the Board for the term from the closing of the 2023 AGM to the closing of the next AGM (the Term 2023–2024):

• annual fixed remuneration of a Board member EUR 24,000;
• annual fixed remuneration of the Vice Chair of the Board EUR 27,500;
• annual fixed remuneration of the Chair of the Risk or Audit Committee EUR 29,500;
• annual fixed remuneration of the Chair of the Board EUR 42,000; and
• for each Board and committee meeting as well as for each meeting required by the authorities, to the members, a fee of EUR 600 per meeting attended and to the chairs, EUR 950 per meeting attended.

The proposed remuneration means an increase of EUR 2,000 to the annual fixed remuneration of the Chair of the Board, an increase of EUR 1,500 to the annual fixed remuneration of the Vice Chair of the Board and the Chairs of the Risk and Audit Committees and an increase of EUR 1,000 to the annual fixed remuneration of a Board member. The proposal will also increase the meeting fees by EUR 150 for the chairs of the Board and its committees and by EUR 100 for other positions.

The Nomination Committee proposes to the AGM that eight members will be elected to the Board for the Term 2023–2024. The Nomination Committee proposes that the following current members will be re-elected: Mr. Kari Laukkanen, Ms. Maaria Eriksson, Mr. Markku Koponen, Mr. Tuomo Mäkinen, Ms. Minna Smedsten, Mr. Denis Strandell and Ms. Leena Vainiomäki. In addition, the Nomination Committee proposes that Mr. Arto Vuojolainen will be elected to the Board as a new member. Ms. Vivi Marttila, a current member of the Board, is no longer available to the Board for the next term.

Arto Vuojolainen is the Operational and Financial Director of the City of Tampere. Before his current employer, Vuojolainen worked for a long time in various banks in expert and management positions related to credit granting and customer relations.

The Nomination Committee proposes to the Board to be elected by the AGM to reappoint Kari Laukkanen as the Chair and Maaria Eriksson as the Vice Chair.

Election and remuneration of the auditor

The Board proposes to the AGM to re-elect KPMG Oy Ab as the company’s auditor for the Term 2023–2024. KPMG Oy Ab has announced that in the event they are elected as the company’s auditor, Ms. Tiia Kataja, APA, will act as the principal auditor. Tiia Kataja has acted as the principal auditor during the previous term as well. The Board proposes to the AGM that the auditor’s fees will be paid against reasonable invoices.

Election of the auditor for the term commencing in 2024

The Board proposes that the AGM takes note of the Audit Committee’s recommendation concerning the election of the auditor for the term commencing in 2024 and the Board’s proposal, which was made based on the recommendation, on the election of the auditor to the AGM of to be held next year, i.e. in 2024.

For the term commencing in 2024, the company is required to arrange the election of the Auditor in accordance with the selection process for an audit firm as referred in the EU Audit Regulation (Regulation) due to mandatory rotation required by the Regulation. The Board’s Audit Committee launched the tendering process required by the Regulation in April 2022 and completed it at the end of 2022 and gave its recommendation to the Board on the auditor for the term commencing in 2024. As the Audit Committee has already issued its recommendations for the term commencing at the end of the AGM 2024, and the Board has decided to make a proposal to the AGM 2024 in accordance with the Committee’s proposal, the Board has considered it best to bring the Committee’s recommendation and the proposal of the Board to the attention of shareholders without delay already at the AGM 2023.

Thus, the Board will propose to the AGM 2024 based on the Audit Committee’s recommendation that PricewaterhouseCoopers Oy will be elected as the Auditor for the term beginning from the election and ending to the closing of the next AGM, i.e., the AGM 2025.

Dividend policy

The Board proposes to the AGM that the AGM adopts a dividend policy to the company. In accordance with the proposed dividend policy in the coming years MuniFin aims to pay 30-60% of the Group’s financial year’s profit for in dividends. However, dividend distribution must not jeopardize MuniFin’s solvency, liquidity or its ability to meet the commitments.

The proposal for the dividend policy is based on the core mission of MuniFin, which is to ensure, in all market conditions, the accessibility and affordability of financing for its limited customer base with a public service mission. MuniFin’s target is to maintain a sufficient profit level, which ensures both carrying its core mission in the long term and fulfilling the owners’ proportionate expectations for revenue.

Incorporation of MuniFin’s shares in a book-entry system and amendments to the articles of association

A)   Incorporation of MuniFin’s shares in a book-entry system and the required amendments to the articles of association

The Board proposes that the AGM decides on incorporating the shares of MuniFin in the book-entry system maintained by Euroclear Finland Oy as well as the amendments to MuniFin’s articles of association required by the incorporation. In addition, the Board proposes that the AGM authorizes the Board to decide on the registration period, after which the shares of the company will be in the book-entry system.

The following amendments to the articles of association are proposed in order to incorporate the shares to the book-entry system:

• A reference of the shares of the company being incorporated into a book-entry system after the end of a registration period defined by the Board is proposed to be added to the article three.
• The sentence “The consent clause must be noted on the share certificates and in the register of shareholders, as well as on any temporary certificates and subscription right certificates” is proposed to be deleted from the consent clause in article four.
• The sentence “The redemption clause must be noted on the share certificates and in the register of shareholders, as well as on any temporary certificates and subscription right certificates” is proposed to be deleted from the redemption clause in article five.
• The article 13 concerning the summons to general meeting is proposed to be reworded as follows “The summons to a General Meeting shall be delivered in writing by publishing it on the company’s website, by sending it to the e-mail addresses as notified by each shareholder to the company, by sending it by post to the address entered to the shareholder register or by publishing it in a publication specified by the Board of Directors. The summons to a General Meeting must be delivered at the earliest three months before the General Meeting and at the latest one week before the record date of the General meeting. The last date for advance notices of participation shall be mentioned in the summons of a General Meeting.”

B)   Other amendments to the articles of association

The Board proposes that the AGM also decides on the following amendments to the articles of association:

• The article two of the articles of association concerning the company’s line of business states that “the company serves the whole Finnish municipal sector, and particularly the corporations as referred to in Section 1 of the Act on the Municipal Guarantee Board.” The section is proposed to be amended to “the company serves the corporations as referred to in Section 1 of the Act on the Municipal Guarantee Board”.
• The article eight of the articles of association states that “the Managing Director, the Deputy Managing Director and company officers may only belong to another company’s management with permission from the Board of Directors of Kuntarahoitus Oyj”. The reference to “company officers” is proposed to be replaced by the words “persons reporting directly to the Managing Director”.

In addition, the Board proposes that small technical amendments will be made to the articles of association.

The invitation to the AGM, including relevant appendices, is available on MuniFin’s website in Finnish.

MUNICIPALITY FINANCE PLC

Further information:

Esa Kallio
President and CEO
tel. +358 50 337 7953

MuniFin (Municipality Finance Plc) is one of Finland’s largest credit institutions. The company is owned by Finnish municipalities, the public sector pension fund Keva and the Republic of Finland. MuniFin Group also includes the subsidiary company, Financial Advisory Services Inspira Ltd. The Group’s balance sheet totals close to EUR 48 billion.

MuniFin builds a better and more sustainable future with its customers. MuniFin’s customers include municipalities, joint municipal authorities, wellbeing services counties, corporate entities under their control, and non-profit organisations nominated by the Housing Finance and Development Centre of Finland (ARA). Lending is used for environmentally and socially responsible investment targets such as public transportation, sustainable buildings, hospitals and healthcare centres, schools and day care centres, and homes for people with special needs.

MuniFin’s customers are domestic but the company operates in a completely global business environment. The company is an active Finnish bond issuer in international capital markets and the first Finnish green and social bond issuer. The funding is exclusively guaranteed by the Municipal Guarantee Board.

Read more: www.munifin.fi