Municipality Finance Plc

Proposals to the Annual General Meeting of Municipality Finance Plc

Municipality Finance Plc
Stock Exchange Release
5.3.2026 at 2:00 pm (EET)

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 26 March 2026 at 13:00 (EET):

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

MuniFin has distributable funds of EUR 373,789,862.97 of which the profit for the financial year totaled EUR 73,118,239,78.

In accordance with the dividend policy 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 1.83 per share, totaling EUR 71,486,750.34 shall be distributed based on the balance sheet to be adopted for 2025. This corresponds to 46.4% of the Group's financial year's profit.

MuniFin’s result for the financial year was strong. The Board of considers the payment of the proposed dividend to be justified. MuniFin clearly exceeds all the prudential requirements set for it. The company’s financial position has remained strong after the end of the financial year. According to the Board’s assessment, the proposed distribution of profits does not place the fulfilment of the capital requirements or the company’s liquidity in jeopardy or conflict with binding legislation.

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 30 March 2026. The Board proposes that the dividend be paid 9 Aprill 2026 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 2026 AGM to the closing of the next AGM (the Term 2026-2027):

• Annual fixed remuneration of the Chair of the Board EUR 55,000
• Annual fixed remuneration of the Vice Chair of the Board EUR 35,000;
• Annual fixed remuneration of the Chair of the Risk or Audit Committee EUR 40,000;
• Annual Fixed remuneration of Board member EUR 30,000; and
• For each Board and committee meeting as well as for each meeting required by the authorities, to the members and Vice chair of the Board, 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 4,000 to the annual fixed remuneration of the Chair of the Board and the Chairs of the Risk and Audit Committees and an increase of EUR 2,000 to the annual fixed remuneration of the Vice Chair of the Board and a Board member. No changes are proposed to the meeting fees.

The Nomination Committee proposes to the AGM that nine members will be elected to the Board for the Term 2026–2027. The Nomination Committee proposes that the following current members will be re-elected: Ms. Liisa Harjula, Mr. Kari Laukkanen, Mr. Juho Malmberg, Mr. Tuomo Mäkinen, Mr. Henrik Rainio, Ms. Elina Stråhlman, Ms. Leena Vainiomäki and Mr. Arto Vuojolainen. In addition, the Nomination Committee proposes that Kimmo Mikander will be elected to the Board as a new member. Current Board member, Ms. Maaria Kettunen (formerly Eriksson), will not be available for re-election for the next Board term.

Kimmo Mikander has served as Deputy CEO of Keva since 2015 and, prior to that, held the position of Chief Executive of the City of Mikkeli for an extended period. Mikander brings to MuniFin expertise particularly in the municipal sector and investment risk management.

The Nomination Committee proposes to the Board to be elected by the AGM to reappoint Kari Laukkanen as the Chair and elect Leena Vainiomäki as the Vice Chair. The outgoing Board member Maaria Kettunen has previously served as 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 2026–2027. PricewaterhouseCoopers Oy has announced that if 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 be paid according to the invoice approved by the company.

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 State of Finland. The Group’s balance sheet totals over EUR 55 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.kuntarahoitus.fi/en