Municipality Finance Plc
Stock Exchange Release
7 March 2018 at 15:30 (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 28 March 2018 at 14:00 (EET):
Use of profit shown on the balance sheet
Municipality Finance Plc (hereinafter "MuniFin") has distributable funds of EUR 95,456,652.15, of which the profit for the financial year totaled EUR 33,960,382.87. The Board proposes to the AGM that dividend amounting to EUR 0.16 per share, totalling EUR 6,250,207.68, shall be paid out, and that the remainder of distributable funds of EUR 89,206,444.47 be retained in equity.
In recent years, the company has been preparing for the anticipated tightening of banking regulation related capital ratio requirements, the leverage ratio requirement in particular. The Board of Directors estimates that the moderate distribution of dividends will not place the fulfilment of the capital requirements or the company's liquidity in jeopardy. MuniFin clearly fulfils all the prudential requirements set for it. Dividends will be paid to shareholders who are recorded in the company's list of shareholders on 4 April 2018. The Board of Directors proposes that the dividends be paid on 9 April 2018.
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 2018 AGM, to the closing of the next AGM (hereinafter the "term 2018-2019"): annual fixed remuneration of a Board member EUR 20,000; annual fixed remuneration of the Vice Chairperson of the Board EUR 23,000; annual fixed remuneration of the Chairperson of the Board EUR 35,000; to the members, a fee of EUR 500 per Board and committee meeting attended; and to the chairpersons, 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 authorities. The annual remuneration with respect to the Chairperson, Vice Chairperson as well as the members are proposed to be increased by EUR 5,000 per year. Work in which MuniFin's Board engages has undergone significant change and the requirements set out with respect to Board members' knowledge, experience and use of time as well as Board members' responsibilities have increased particularly after MuniFin was assigned the status of a significant institution (O-SII) and was transferred under direct supervision of the European Central Bank. Pursuant to the view of the Shareholders' Nomination Committee, increase in remuneration is justified and reasonable taking into account the amount of work and the extent of responsibility involved in the Board's duties.
The Shareholders' Nomination Committee proposes to the AGM that eight members will be elected to the Board of Directors for the term 2018-2019 and that the following current members will be re-elected: Mr. Fredrik Forssell, Ms. Minna Helppi, Mr. Jari Koskinen, Ms. Vivi Marttila, Ms. Tuula Saxholm and Ms. Helena Walldén. Further, the Shareholders' Nomination Committee proposes the election of Mr. Markku Koponen and Mr. Kari Laukkanen as new members of the Board of Directors. Markku Koponen has extensive experience with the OP Pohjola group in various duties. As of 2017 Mr. Koponen is no longer at OP Pohjola Group's service. Kari Laukkanen has extensive experience with Citibank in various duties. As of 2016 Mr. Laukkanen is no longer at Citibank's service and has acted as an independent consultant in the financial sector. The Shareholders' Nomination Committee proposes to the Board of Directors to be elected by the AGM to appoint Helena Walldén as the Chairperson and Tuula Saxholm as the Vice Chairperson.
Further, the Shareholders' Nomination Committee proposes to the AGM that with respect to forthcoming general meetings the Nomination Committee shall provide the Board of Directors with the Committee's proposal on a date agreed separately with the Chairperson of the Board of Directors, in order to appropriately include the proposal to the summons to the general meeting.
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 2018-2019. 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.
The invitation to the AGM, including relevant appendices, is available on MuniFin's website in Finnish.
MUNICIPALITY FINANCE PLC
President and CEO
tel. +358 50 337 7953
Measured by the balance sheet, MuniFin (Municipality Finance Plc) is Finland's second largest credit institution: the company's balance sheet totals nearly EUR 35 billion. The company is owned by Finnish municipalities, the public sector pension fund Keva and the Republic of Finland.
MuniFin's mission is to build a better future in line with the principles of responsibility and in cooperation with its customers. MuniFin's customers are Finnish municipalities, municipal federations, municipally controlled companies and non-profit housing corporations. Lending is used for environmentally and socially responsible investment targets such as public transportation, sustainable buildings, hospitals and healthcare centers, schools and day care centers, and homes for people with special needs.
MuniFin's customers are domestic but the company operates in a completely global business environment. It is the most active Finnish bond issuer in international capital markets and the first Finnish green bond issuer. The funding is exclusively guaranteed by the Municipal Guarantee Board.
The Municipality Finance Group also includes the subsidiary company, Financial Advisory Services Inspira Ltd.
Read more: www.munifin.fi