Resolutions by the Annual General Meeting of Municipality Finance Plc held on 25 March 2021

Municipality Finance Plc
Stock exchange release
25 March 2021 at 1.00 p.m. (EET)

Resolutions by the Annual General Meeting of Municipality Finance Plc held on 25 March 2021

The Annual General Meeting (hereinafter the AGM) of Municipality Finance Plc (MuniFin) held on 25 March 2021 adopted the company�s financial statements and discharged the members of the Board of Directors (the Board), the CEO, and the Deputy to the CEO from liability for the financial year 2020.

Use of profit shown on the balance sheet
The AGM decided to authorise the Board to decide on a dividend and its payment in one or more instalments at a time it deems best, taking into account the current authority recommendations.  Under the authorisation by the AGM, the Board may decide on a dividend payment of a maximum of EUR 0.52 per share, totalling EUR 20,313,174.96. The authorisation will be valid until the next AGM.

MuniFin will publish possible decisions on dividend payment separately, and simultaneously confirm the dividend record and payment dates. The possible dividend will be paid to the shareholders who are registered as shareholders in the company’s register of shareholders as maintained by the company on the record date.

Remuneration and composition of the Board
The AGM decided on the remuneration for the members of the Board for the term from the closing of the 2021 AGM, to the closing of the next AGM (the Term 2021–2022) as follows: annual remuneration of a Board member EUR 20,000; annual remuneration of the Vice Chair of the Board EUR 23,000; annual remuneration of the Chair of the Risk or Audit Committee EUR 25,000; annual remuneration of the Chair of the Board EUR 35,000; to the members, a fee of EUR 500 per Board and committee meeting attended; and to the chairs, EUR 800 per meeting attended. The AGM also decided that such fees are paid per each meeting required by authorities. The remuneration corresponds to the remuneration for the term 2020–2021.

The AGM decided to elect nine members to the Board for the Term 2021–2022 and that the following current members are re-elected: Ms. Maaria Eriksson, Mr. Markku Koponen, Mr. Kari Laukkanen, Ms. Vivi Marttila, Mr. Denis Strandell and Mr. Kimmo Viertola. The AGM confirmed the election of Mr. Tuomo Mäkinen, Ms. Minna Smedsten and Ms. Leena Vainiomäki as new members of the Board for the Term 2021–2022.The regulatory fit and proper assessment for the new Board members has been completed and as a result, the supervisory authority does not object the appointment of the new members.

The CEO’s review
Esa Kallio, the President and CEO of MuniFin, discussed the development of the company in 2020 and emphasized the distinctiveness of the year. The coronavirus (COVID-19) pandemic had a strong impact on the operating environment of MuniFin. However, despite of this, the company was successful in ensuring the funding of its customers in accordance with its core mandate. In 2021, there are still uncertainties in the operating environment, and the funding demand of MuniFin’s customers will be impacted by the development of the pandemic and the vaccination coverage.

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.

Amending the Articles of Association
The AGM decided to make the following main amendments to the Articles of Association:

• The Line of Business was decided to be complemented by adding the company’s status as a public development credit institution as referred to in the capital requirements regulation of credit institutions.
• The Consent Clause and the Redemption Clause, were decided to be specified by stating that the clauses are applicable to all share acquisitions by transfer regardless of whether or not the acquisition is against payment or gratuitous.
• Belonging to Another Company’s Management, was decided to be specified by stating that the decisive factor in the assessment of disqualification of a board member is whether a credit institution or another company of which management the board member belongs to is engaging in competitive activities with MuniFin.
• The Summons to General Meeting was decided to be amended by stating that the summons shall be delivered, alternatively, either by publishing it on the company’s website, by sending it to the e-mail or postal addresses as notified by each shareholder or by publishing it in a publication specified by the Board.
• The deadline for holding the AGM was decided to be extended to the maximum time set by the legislation meaning that the AGM must be held within six months from the end of the financial year.                    

In addition, the AGM decided that some voluntary provisions that are considered inappropriate will be removed from the Articles of Association and technical corrections will be made to the content and wording of the Articles of Association.

Constitutive Meeting of the Board
At its constitutive meeting, the Board appointed Kari Laukkanen as the Chair and Maaria Eriksson as the Vice Chair of the Board. The following persons were appointed to the Remuneration Committee: Kari Laukkanen as the Chair, and Leena Vainiomäki and Kimmo Viertola as members. The following persons were appointed to the Audit Committee: Markku Koponen as the Chair, and Vivi Marttila, Minna Smedsten and Denis Strandell as members. The following persons were appointed to the Risk Committee: Leena Vainiomäki as the Chair, and Maaria Eriksson, Kari Laukkanen and Tuomo Mäkinen as members.
Additional information on the company’s operations in 2020 is available in the company’s Annual Report, which is available for downloading in PDF format at the company website www.munifin.fi.

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 company’s balance sheet totals EUR 44 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 entities and non-profit housing organisations. 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 and social 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