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Proposals to the Annual General Meeting of Municipality Finance Plc

Municipality Finance Plc
Stock Exchange Release
3 March 2022 at 11:00 am (EET)

Proposals to the Annual General Meeting of Municipality Finance Plc

The Board of Directors (hereinafter the Board) and the Shareholders’ Nomination Committee (the Nomination Committee) have made the following proposals to the Annual General Meeting (the AGM) convening on 24 March 2022 at 10:00 (EET):

Use of profit shown on the balance sheet

Municipality Finance Plc (MuniFin) has distributable funds of EUR 267,949,619.07 of which the profit for the financial year totaled EUR 136,808,680.96. The Board proposes to the AGM that a dividend of EUR 1.03 per share, totaling EUR 40,235,711.94, shall be paid out.

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.

The dividends will be paid to shareholders who are recorded in the company’s list of shareholders on 31 March 2022. The Board proposes that the dividends be paid on 5 April 2022.

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 2022 AGM to the closing of the next AGM (the Term 2022–2023):

  • annual fixed remuneration of a Board member EUR 23,000;
  • annual fixed remuneration of the Vice Chair of the Board EUR 26,000;
  • annual fixed remuneration of the Chair of the Risk or Audit Committee EUR 28,000;
  • annual fixed remuneration of the Chair of the Board EUR 40,000; and
  • for each Board and committee meeting as well as for each meeting required by the authorities, to the members, a fee of EUR 500 per meeting attended and to the chairs, EUR 800 per meeting attended.

The proposed remuneration means an increase of EUR 5,000 to the annual fixed remuneration of the Chair of the Board and an increase of EUR 3,000 to the annual fixed remuneration of a Board member, the Vice Chair of the Board and the Chairs of the Risk and Audit Committees.

The Nomination Committee proposes to the AGM that eight members will be elected to the Board for the Term 2022–2023 and that the following current members will be re-elected: Mr. Kari Laukkanen, Ms. Maaria Eriksson, Mr. Markku Koponen, Ms. Vivi Marttila, Mr. Tuomo Mäkinen, Ms. Minna Smedsten, Mr. Denis Strandell and Ms. Leena Vainiomäki. Mr. Kimmo Viertola, a current member of the Board, is no longer available to the Board for the next term. The Nomination Committee does not propose any new Board members to be appointed by the AGM. The Nomination Committee may, however, complement the proposal by a ninth Board member during the term.

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 2022–2023. 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.

Amending the composition of the Shareholders Nomination Committee

The Nomination Committee proposes to the AGM that the composition of the Nomination Committee will be completed with a fifth member representing the municipal sector.

The Nomination Committee currently consists of four members. The three largest shareholders (Keva, the Republic of Finland and the City of Helsinki) and the Association of Finnish Local and Regional Authorities each appoint one member to the Nomination Committee. In accordance with the proposal, the composition of the Nomination Committee is to be completed with a fifth member. The next five largest shareholders (following the three largest shareholders) together would have the right to appoint the fifth member. With the current ownership structure, the following municipalities together would receive the right to appoint: the City of Espoo, the City of Vantaa, the City of Tampere, the City of Oulu and the City of Turku.

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

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 is over EUR 46 billion.

MuniFin builds a better and more sustainable future with its customers. MuniFin’s customers are Finnish municipalities, municipal federations, municipally controlled entities and non-profit housing organisations. Lending is used for environmentally and socially responsible investment targets such as public transportation, 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