Municipality Finance Plc
Proposals to the Annual General Meeting of Municipality Finance Plc
Municipality Finance Plc
Stock Exchange Release
4.3.2021 at 11:00 am (EET)
Proposals to the Annual General Meeting of Municipality Finance Plc
The Board of Directors (hereinafter the Board) and the Shareholders’ Nomination Committee have made the following proposals to the Annual General Meeting (the AGM) convening on 25 March 2021 at 10:00 (EET):
Use of profit shown on the balance sheet
Municipality Finance Plc (MuniFin) has distributable funds of EUR 151,454,113.07, of which the profit for the financial year totalled EUR 22,336,157.82.The Board proposes to the AGM that the AGM will 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. The Board proposes that the AGM will authorise the Board to 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.
On 15 December 2020, the European Central Bank (ECB) recommended that, due to the COVID-19 pandemic, until 30 September 2021 significant credit institutions exercise extreme prudence when deciding on dividends. The Board intends to follow the current recommendation adopted by the ECB and refrain from deciding on a dividend payment based on the authorisation until 30 September 2021.
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.
MuniFin clearly fulfils all the prudential requirements set for it. No events have taken place since the end of the financial year that would have a material effect on the company’s financial position. In the Board’s opinion, the proposed distribution of profits does not place the fulfilment of the capital requirements or the company’s liquidity in jeopardy.
Remuneration and composition of the Board
The Shareholders’ Nomination Committee proposes to the AGM the following remuneration of the Board for the term from the closing of the 2021 AGM, to the closing of the next AGM (the Term 2021–2022): annual fixed remuneration of a Board member EUR 20,000; annual fixed remuneration of the Vice Chair of the Board EUR 23,000; annual fixed remuneration of the Chair of the Risk or Audit Committee EUR 25,000; annual fixed 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 Shareholders’ Nomination Committee also proposes to the AGM that such fees are also paid per each meeting required by authorities. The remuneration proposal corresponds to the remuneration for the term 2020–2021.
The Shareholders’ Nomination Committee proposes to the AGM that nine members will be elected to the Board for the Term 2021–2022 and that the following current members will be re-elected: Ms. Maaria Eriksson, Mr. Markku Koponen, Mr. Kari Laukkanen, Ms. Vivi Marttila, Mr. Denis Strandell and Mr. Kimmo Viertola. Further, the Shareholders’ Nomination Committee proposes the election of Mr. Tuomo Mäkinen, Ms. Minna Smedsten and Ms. Leena Vainiomäki as new members of the Board for the Term 2021–2022. Current members of the Board, Ms. Tuula Saxholm and Ms. Helena Walldén, are no longer available to the Board of Directors.
Tuomo Mäkinen is a Finance Manager at the City of Helsinki and he has held various financial administration positions within the City of Helsinki for a long time. Tuomo Mäkinen will add to the Board both knowledge of the municipal sector and great expertise in financial risk management. Minna Smedsten is the CFO of Taaleri Plc and she has long experience of financial administration management positions in the financial sector as well as experience of board duties at different companies, including being the Chair of Basware Corporation’s Audit Committee. Leena Vainiomäki has long experience of various management positions in the banking sector, the latest being the Country Manager of Finland at Danske Bank. For the new Board members, the regulatory fit and proper assessment made by the supervisory authority is still ongoing.
The Shareholders’ Nomination Committee proposes to the Board to be elected by the AGM to appoint 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 re-elect KPMG Oy Ab as the company’s auditor for the Term 2021–2022. KPMG Oy Ab has announced that in the event they are elected as the company’s auditor, Ms. Tiia Kataja, APA, will act as the principal auditor. Tiia Kataja has acted as the principal auditor during the previous term as well. The Board proposes to the AGM that the auditor’s fees will be paid against reasonable invoices.
Amending the Articles of Association
The Board proposes to the AGM the following main amendments to the Articles of Association:
- The Line of Business is proposed to be complemented by adding the company’s status as a public development credit institution as referred to in the prudential regulation of credit institutions.
- The Consent Clause and the Redemption Clause, are proposed 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, is proposed 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 is proposed 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.
- It is proposed to extend the deadline for holding the AGM 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 Board proposes that 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.
The invitation to the AGM, including relevant appendices, is available on MuniFin’s website in Finnish.
MUNICIPALITY FINANCE PLC
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
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