Municipality Finance Plc
Stock exchange release
22 March 2016 at 4:30 p.m. (EET)
Resolutions by the Annual General Meeting of Municipality Finance Plc held on 22 March 2016
The Annual General Meeting of Municipality Finance Plc held on 22 March 2016 adopted the company’s financial statements and discharged the members of the Board of Directors and the CEO from liability for the financial year 2015.
Use of profit shown on the balance sheet
The Annual General Meeting decided that no dividend will be distributed and that the distributable funds of EUR 54,688,359.49 be retained in equity. 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 Annual General Meeting decided that the following remuneration for the members of the Board of Directors for the term 2016-2017: 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; a meeting fee of EUR 500 per Board and committee meeting to members; and EUR 800 per meeting to the chairmen. The remuneration corresponds with the remuneration paid for the previous term.
The Annual General Meeting confirmed that eight members will be elected to the Board of Directors for the term 2016-2017 and the following current members will be re-elected: Mr. Fredrik Forssell, Mr. Tapani Hellstén, Mr. Teppo Koivisto, Ms. Sirpa Louhevirta, Ms. Tuula Saxholm, and Mr. Juha Yli-Rajala. As Ms. Eva Liljeblom and Ms. Asta Tolonen have announced not to be available to the Board of Directors for the term 2016-2017, the Annual General Meeting confirmed the election of Ms. Helena Walldén and Ms. Vivi Marttila as new members of the Board of Directors. At its constitutive meeting, the Board of Directors appointed Helena Walldén as its Chairman and Tapani Hellstén as the Vice Chairman.
The CEO’s review: Municipality Finance offers a sustainable model for the financing of the autonomous regions
Pekka Averio, the President and CEO of Municipality Finance, brought up in his speech the significance of the financing decisions in the healthcare, social welfare and regional government reform package. Averio underlined that the already existing joint municipal funding system offers a sustainable model for the financing of the autonomous regions as well. It also serves to minimize the financing costs of the Finnish public sector and to secure the availability of funding.
Election and remuneration of the Auditor
KPMG Oy Ab, Authorized Public Accountants, was elected as the company’s auditor with Marcus Tötterman, Authorized Public Accountant, as chief audit. The auditor’s fees will be paid against the invoices approved by the company.
Amendment of the Articles of Association
The Annual General Meeting decided to amend the company’s Articles of Association by removing the company’s right to redeem its own shares in order to meet the requirements of Regulation (EU) No 575/2013 (Capital Requirements Regulation) for Common Equity Tier 1 instruments. The amendment is based on the interpretation by the Finnish Financial Supervisory Authority (hereinafter the “FIN-FSA”), published on 27 January 2016. According to the interpretation by the FIN-FSA, credit institutions shall remove from the Articles of Association the right to redeem its own shares and take the matter on the agenda of the next general meeting. Since 1 January 2016, MuniFin is under the direct supervision of the European Central Bank (hereinafter “ECB”). After the decision of the AGM to amend the Articles of Association, MuniFin has to apply for ECB approval for the inclusion of the shares into the company’s CET1 capital. MuniFin is unable to estimate the time schedule of the application process with the ECB.
In addition, the Annual General Meeting decided that the summons to a General Meeting can be delivered by dispatching an ordinary letter instead of a registered letter.
Additional information on the company’s operations in 2015 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
Pekka Averio
President and CEO
tel. +358 500 406 856
MuniFin’s (Municipality Finance Plc) mission is to ensure competitive financial services for its customers in all market conditions. MuniFin’s balance sheet totals nearly EUR 34 billion, making it the third largest credit institution in Finland and an integral part of the Finnish public economy.
The company is owned by Finnish municipalities, the public sector pension fund Keva and the Republic of Finland. Its customers are Finnish municipalities, municipal federations, municipally controlled companies and non-profit housing corporations. Importantly, a significant portion of lending is used for socially responsible projects such as building hospitals, healthcare centers, schools, day care centers and homes for the elderly.
MuniFin’s funding is primarily obtained through the international capital markets. The funding is guaranteed by the Municipal Guarantee Board.
The Municipality Finance Group also includes the subsidiary company, Financial Advisory Services Inspira Ltd.