03/28/2019

Resolutions by the Annual General Meeting of Municipality Finance Plc held on 28 March 2019

Municipality Finance Plc
Stock exchange release
28 March 2019 at 1:00 p.m. (EET)

Resolutions by the Annual General Meeting of Municipality Finance Plc held on 28 March 2019

The Annual General Meeting of Municipality Finance Plc held on 28 March 2019 adopted the company's financial statements and discharged the members of the Board of Directors, the CEO, and the Deputy to the CEO from liability for the financial year 2018.

Use of profit shown on the balance sheet

The Annual General Meeting decided 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 127,617,814.70 be retained in equity. Dividends will be paid on 9 April 2019 to each shareholder recorded in the company's list of shareholders on 4 April 2019.

Amendment of the Articles of Association

The Annual General Meeting decided to amend MuniFin's Articles of Association by increasing the maximum number of Board members to nine. Currently the Articles of Association allow for maximum of eight Board members. The Annual General Meeting also decided that some technical amendments shall be made to the Articles of Association.

Remuneration and composition of the Board of Directors

The Annual General Meeting decided the following remuneration for the members of the Board of Directors for the term 2019-2020: annual remuneration of a Board member EUR 20,000; annual remuneration of the Vice Chairperson of the Board EUR 23,000; annual 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 remuneration for the term 2019-2020 corresponds to the remuneration for the term 2018-2019. The Annual General Meeting also decided that such fees are also paid per each meeting required by authorities.

The Annual General Meeting decided 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. The Annual General Meeting confirmed the election of Ms. Maaria Eriksson and Ms. Raija-Leena Hankonen as new members of the Board of Directors for the Term 2019-2020 - provided however that 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

The CEO's review

Esa Kallio, the President and CEO of Municipality Finance, noted in his speech that progress in respect of the regional government, health and social services reform has not been made in accordance with the previous plan and that proposals made for new legislation will no longer be addressed by the parliament. The government to be appointed after the parliamentary election in spring 2019 may reinitiate the process to prepare a reform. However, at this stage there are no proposals for legislation nor are there any concrete plans. For this reason MuniFin is not able to assess the effects such potential reform may have on its clients' financing needs or its own operations. MuniFin's objective is to continue to be able to finance investments regarding social and healthcare sector regardless of in what form the reform will potentially be implemented. Through MuniFin's activities, the joint funding system for Finnish municipalities has proven functional even under challenging market conditions for which reason MuniFin deems that it would be sensible to make use of this system in financing the reformed social and healthcare sector, Mr. Kallio said.

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.

Constitutive Meeting of the Board of Directors

At its constitutive meeting, the Board of Directors appointed Helena Walldén as the Chairperson and Tuula Saxholm as the Vice Chairperson of the Board. The following persons were appointed to the Remuneration Committee: Helena Walldén as the Chairperson, and Markku Koponen, Jari Koskinen and Tuula Saxholm as members. The following persons were appointed to the Audit Committee: Markku Koponen as the Chairperson, and Raija-Leena Hankonen, Kari Laukkanen and Vivi Marttila as members. The following persons were appointed to the Risk Committee: Kari Laukkanen as the Chairperson, and Maaria Eriksson, Raija-Leena Hankonen and Minna Helppi as members.

Additional information on the company's operations in 2018 is available in the company's Annual Report, which can be downloaded in PDF format from the company website at 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'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