Kuntarahoitus Oy - Notice to general meeting

Proposals to the Annual General Meeting of Municipality Finance Plc

Municipality Finance Plc
Stock Exchange Release
26 April 2024 at 11:00 am (EEST)

Proposals to the Annual General Meeting of Municipality Finance Plc

Municipality Finance Plc’s (hereinafter MuniFin) Board of Directors (the Board) and the Shareholders’ Nomination Committee (the Nomination Committee) have made the following proposals to the Annual General Meeting (the AGM) convening on 17 May 2024 at 10:00 (EET):

Use of profit shown on the balance sheet and the distribution of dividend

MuniFin has distributable funds of EUR 365,610,693.66 of which the profit for the financial year totaled EUR 67,416,447.86.

In accordance with the dividend policy adopted by the AGM in March 2023, MuniFin’s aim is to pay 30-60% of the Group’s financial year’s profit in dividends. The Board proposes to the AGM that a dividend of EUR 1.69 per share, totaling EUR 66,017,818.62 shall be distributed based on the balance sheet to be adopted for 2023.

MuniFin’s profit for the financial year is strong. The Board considers the proposed payment of dividend justified. MuniFin clearly fulfils all the prudential requirements set to it. No substantial changes in the company’s financial position have occurred after the end of the financial year and the Board estimates that the distribution of dividends will not place the fulfilment of the capital requirements or the company's liquidity in jeopardy nor is it incompatible with the legislation applicable to MuniFin.

The dividend is paid to a shareholder who is registered in the company's shareholder register maintained by Euroclear Finland Ltd on the record date of dividend payment on 21 May 2024. The Board proposes that the dividend be paid 28 May 2024 or as soon as possible thereafter.

Remuneration and composition of the Board

The Nomination Committee proposes to the AGM the following remuneration of the Board for the term from the closing of the 2024 AGM to the closing of the next AGM (the Term 2024–2025):

• annual fixed remuneration of a Board member EUR 25,000;
• annual fixed remuneration of the Vice Chair of the Board EUR 29,000;
• annual fixed remuneration of the Chair of the Risk or Audit Committee EUR 31,000;
• annual fixed remuneration of the Chair of the Board EUR 45,000; and
• for each Board and committee meeting as well as for each meeting required by the authorities, to the members, a fee of EUR 600 per meeting attended and to the chairs, EUR 950 per meeting attended.
  
  

The proposed remuneration means an increase of EUR 3,000 to the annual fixed remuneration of the Chair of the Board, an increase of EUR 1,500 to the annual fixed remuneration of the Vice Chair of the Board and the Chairs of the Risk and Audit Committees and an increase of EUR 1,000 to the annual fixed remuneration of a Board member.

The Nomination Committee proposes to the AGM that eight members will be elected to the Board for the Term 2024–2025. The Nomination Committee proposes that the following current members will be re-elected: Kari Laukkanen, Maaria Eriksson, Markku Koponen, Tuomo Mäkinen, Denis Strandell, Leena Vainiomäki and Arto Vuojolainen. In addition, the Nomination Committee proposes that Elina Stråhlman will be elected to the Board as a new member. Minna Smedsten, a current member of the Board, is no longer available to the Board for the next term.

Elina Stråhlman serves as the Chief Financial Officer of Enento Group Plc. Stråhlman has extensive expertise particularly in financial reporting and auditing.

The Nomination Committee proposes to the Board to be elected by the AGM to reappoint Kari Laukkanen as the Chair and Maaria Eriksson as the Vice Chair.

Election and remuneration of the auditor

The Board proposes to the AGM to elect PricewaterhouseCoopers Oy as the company’s auditor for the Term 2024–2025. PricewaterhouseCoopers Oy has announced that in the event they are elected as the company’s auditor, Jukka Paunonen, APA, will act as the principal auditor. 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

Further information:

Esa Kallio
President and CEO
tel. +358 50 337 7953

MuniFin (Municipality Finance Plc) is one of Finland’s largest credit institutions. The owners of the company include Finnish municipalities, the public sector pension fund Keva and the Republic of Finland. The Group’s balance sheet totals close to EUR 50 billion.

MuniFin builds a better and more sustainable future with its customers. Our customers include municipalities, joint municipal authorities, wellbeing services counties, joint county authorities, corporate entities under the control of the above-mentioned organisations, and affordable social housing. 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. The company is an active Finnish bond issuer in international capital markets and the first Finnish green and social bond issuer. The funding is exclusively guaranteed by the Municipal Guarantee Board.

Read more: www.munifin.fi