Municipality Finance Plc
Stock Exchange Release
7 March 2019 at 2:30 pm (EET)
Proposals to the Annual General Meeting of Municipality Finance Plc
The Board of Directors (hereinafter the "Board") and the Shareholders' Nomination Committee have made the following proposals to the Annual General Meeting (the "AGM") convening on 28 March 2019 at 10:00 (EET):
Use of profit shown on the balance sheet
Municipality Finance Plc ("MuniFin") has distributable funds of EUR 133,868,022.38, of which the profit for the financial year totaled EUR 21,831,739.09. The Board proposes to the AGM that dividend amounting to EUR 0.16 per share, totaling EUR 6,250,207.68, shall be paid out, and that the remainder of distributable funds of EUR 127,617,814.70 be retained in equity.
In recent years, the company has been preparing for the anticipated entering into force of banking regulation related capital ratio requirements, the leverage ratio requirement in particular. The Board estimates that 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 to it. Dividends will be paid to shareholders who are recorded in the company's list of shareholders on 4 April 2019. The Board proposes that the dividends be paid on 9 April 2019.
Board's proposal for Amendment of the Articles of Association
The Board proposes to the AGM that MuniFin's Articles of Association shall be amended by increasing the maximum number of Board members to nine. Currently the Articles of Association allow for maximum of eight Board members. The Board has evaluated that this amendment will ensure that the Board will collectively continue to have sufficient skills and experience as required by relevant banking regulations - taking also into account the requirements regarding the diversity of the Board, composition of the Board's committees as well as the rotation of members of the Board. The proposal is based on discussions between the Board and the Shareholders' Nomination Committee. Further, the Board proposes that some technical amendments shall be made to the Articles of Association.
Remuneration and composition of the Board of Directors
The Shareholders' Nomination Committee proposes to the AGM that the following remuneration of the Board for the term from the closing of the 2019 AGM, to the closing of the next AGM (the "Term 2019-2020"): 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. Proposed remuneration corresponds to the remuneration for the term 2018-2019.
The Shareholders' Nomination Committee proposes to the AGM that nine members will be elected to the Board of Directors for the Term 2019-2020 and that the following current members will be re-elected: Ms. Minna Helppi, Mr. Markku Koponen, Mr. Jari Koskinen, Mr. Kari Laukkanen, Ms. Vivi Marttila, Ms. Tuula Saxholm and Ms. Helena Walldén. Further, the Shareholders' Nomination Committee proposes the election of Ms. Maaria Eriksson and Ms. Raija-Leena Hankonen as new members of the Board for the Term 2019-2020 - however, Raija-Leena Hankonen's term will begin once the amendment of the Articles of Association concerning the number of the Board members has been registered in the trade register in accordance with the Finnish Limited Liability Companies Act.
Maaria Eriksson has long experience with Keva in various duties concerning investment activities and currently acts as the Deputy CIO, Head of External Fixed Income. Raija-Leena Hankonen has extensive and diverse experience of audit and advisory services for large companies and the financial sector (KPMG 1987-2019) and has acted as the CEO and the chair of the board of directors for KPMG Finland. Raija-Leena Hankonen's employment with KPMG Oy Ab will conclude in March 2019. After 2012, Raija-Leena Hankonen has not participated in any audits in respect of MuniFin nor to provision of any services to MuniFin.
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.
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 2019-2020. 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. Mr. Marcus Töttermann, who has acted as the principal auditor previously, has become unable to continue as the principal auditor due to rotation requirements set out in audit legislation. 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
President and CEO
tel. +358 50 337 7953
MuniFin (Municipality Finance Plc) is one of Finland's largest credit institutions: the company's balance sheet exceeds 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 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. 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