03/02/2017 - 15:00

Proposals to the Annual General Meeting of Municipality Finance Plc

Municipality Finance Plc
Stock Exchange Release
2 March 2017 at 15:00 (EET)

Proposals to the Annual General Meeting of Municipality Finance Plc

The Board of Directors and the Shareholders' Nomination Committee have made the following proposals to the Annual General Meeting (hereinafter "AGM") convening on 23 March 2017 at 14:00 (EET):

Use of profit shown on the balance sheet

Municipality Finance Plc (hereinafter "MuniFin") has distributable funds of EUR 61,496,269.28, of which the profit for the financial year totaled EUR 6,807,909.79. The Board proposes to the AGM that no dividend be paid out, and that the distributable funds of EUR 61,496,269.28 be retained in equity. The Board of Directors considers this to be a well-reasoned decision, as the company needs to continue preparing for tightening own funds requirements by increasing its Tier 1 capital through profit and loss.

Remuneration and composition of the Board of Directors

The Shareholders' Nomination Committee proposes to the AGM the following remuneration of the Board of Directors for the term from the closing of the 2017 AGM, to the closing of the next AGM (hereinafter the "term 2017-2018"): annual remuneration of a Board member EUR 15,000; annual remuneration of the Vice Chairman of the Board EUR 18,000; annual remuneration of the Chairman of the Board EUR 30,000; to the members, a fee of EUR 500 per Board and committee meeting attended; and to the chairmen, EUR 800 per meeting attended. The Shareholders' Nomination Committee also proposes to the AGM that such fees are also paid per each meeting required by the authorities. The remuneration corresponds with the remuneration paid for the previous term.

The Shareholders' Nomination Committee proposes to the AGM that eight members will be elected to the Board of Directors for the term 2017-2018 and that the following current members will be re-elected: Mr. Fredrik Forssell, Mr. Tapani Hellstén, Mr. Teppo Koivisto, Ms. Vivi Marttila, Ms. Tuula Saxholm, and Ms. Helena Walldén. Further, the Shareholders' Nomination Committee proposes the election of Ms. Minna Helppi and Mr. Jari Koskinen as new members of the Board of Directors. Minna Helppi acts currently as Senior Vice President, Group Treasurer for Metso Corporation, and has previous experience from the financial sector from, inter alia, Nordea. Jari Koskinen is the Director General for the Association of Finnish Local and Regional Authorities, and has extensive experience of Finland's municipal sector and experience from the financial sector from the European Bank for Reconstruction and Development (EBRD). The Shareholders' Nomination Committee proposes to the Board of Directors to be elected by the AGM to appoint Helena Walldén as the Chairman and Tapani Hellstén as the Vice Chairman.

Election and remuneration of the Auditor

The Board of Directors proposes to the AGM to re-elect KPMG Oy Ab as the company's auditor for the term 2017-2018. KPMG Oy Ab has announced that in the event they are elected as the company's auditor, Mr. Marcus Tötterman, APA, will act as the principal auditor. Marcus Töttermann has acted as the principal auditor during the previous term as well. The Board of Directors proposes to the AGM that the auditor's fees will be paid against reasonable invoices.

Amendment of the Articles of Association

The Board of Directors proposes to the AGM the amendment of the Articles of Association by removing the limitation relating to the age of the elected Board member. The limitation in question does not correspond with the current market practice, and the Shareholders' Nomination Committee will take into account the sufficient rotation of the Board members when preparing their annual proposal for the composition of the Board of Directors.

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

MUNICIPALITY FINANCE PLC

Pekka Averio
President and CEO
tel. +358 500 406 856

Measured by the group's balance sheet, Municipality Finance Plc (MuniFin) is Finland's second largest credit institution. The company is owned by Finnish municipalities, the public sector pension fund Keva and the Republic of Finland. MuniFin is an integral part of the Finnish public economy.

MuniFin's balance sheet totals approximately EUR 34 billion. Funding for the company is primarily obtained through the international capital markets. MuniFin's funding is guaranteed by the Municipal Guarantee Board.

MuniFin's mission is to ensure competitive funding for local government investments and state-subsidised social housing production in all market conditions. The company's customers are Finnish municipalities, municipal federations, municipally controlled companies and non-profit housing corporations. The customers use financing solutions provided by MuniFin to finance social and non-profit targets such as day care centres, schools, housing, hospitals and other municipal investments.

The Municipality Finance Group also includes the subsidiary company, Financial Advisory Services Inspira Ltd.