OFFERING CIRCULAR MUNICIPALITY FINANCE PLC (Kuntarahoitus Oyj) (Public limited liability company incorporated in the Republic of Finland) €35,000,000,000 Programme for the Issuance of Debt Instruments Guaranteed by THE MUNICIPAL GUARANTEE BOARD (Kuntien takauskeskus) (Established as a public law institution under the laws of the Republic of Finland) This offering circular (the "Offering Circular") does not comprise a prospectus for the purposes of Article 5.4 of Directive 2003/71/EC, as amended (the "Prospectus Directive"). Application may be made for Notes to be listed and admitted to trading on the Helsinki Stock Exchange maintained by Nasdaq Helsinki (the "Market") or to any other listing authority, stock exchange and/or quotation system as may be agreed with the Issuer. The Market is a regulated market for the purposes of the Directive 2014/65/EU (as amended, "MiFID II"). However, unlisted Notes may be issued pursuant to the Programme (as defined herein). The relevant Final Terms or Drawdown Offering Circular (as defined herein) in respect of the issue of any Notes will specify whether or not an application will be made for such Notes to be listed and admitted to trading on the Market (or any other listing authority, stock exchange and/or quotation system). Notes will not be subject to the prospectus requirements of the Prospectus Directive as a result of the exemption provided by Article 1.2(d) of the Prospectus Directive for securities unconditionally and irrevocably guaranteed by a local authority of an EEA member state. Under this Programme, the Issuer (as defined below) may, subject to all applicable legal and regulatory requirements, from time to time issue Notes in bearer and/or in registered form and/or in uncertificated book entry form (in the case of VPS Notes) (respectively "Bearer Notes", "Registered Notes" and "VPS Notes") each denominated in any currency agreed between the Issuer and the Dealers (as defined below). Copies of each Final Terms (as defined herein) will be available (in the case of Bearer Notes) from the specified office set out below of each of the Paying Agents (as defined below), in the case of Registered Notes from the specified office set out below of the Transfer Agent (as defined below) and in the case of VPS Notes as set out in the Final Terms relating to such VPS Notes. The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States, and Notes in bearer form are subject to U.S. tax law requirements. The Notes may be offered and sold only (i) outside of the United States to persons other than U.S. persons as defined in and in accordance with Regulation S under the Securities Act and (ii) in the United States to purchasers who are qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act that are also qualified purchasers ("QPs") as defined in Section 2(a)(51)(A) of the United States Investment Company Act of 1940, as amended ("Investment Company Act") in each case acting for their own account of one or more QIBs that are also QPs in reliance on and in compliance with Rule 144A. Investing in Notes issued under the Programme involves certain risks. The principal risk factors that may affect the abilities of the Issuer and the Guarantor to fulfil their respective obligations under the Notes are discussed under "Risk Factors" below. Arranger Citigroup Dealers Barclays BNP Paribas BofA Merrill Lynch Citigroup Crédit Agricole CIB Daiwa Capital Markets Europe Deutsche Bank Goldman Sachs International HSBC J.P. Morgan Mizuho Securities Nomura Nordea RBC Capital Markets SMBC Nikko Tokai Tokyo Securities Europe Limited 13 May 2019 TABLE OF CONTENTS Page IMPORTANT NOTICES ............................................................................................................................. 1 EXCHANGE RATES .................................................................................................................................. 7 SUMMARY OF THE PROGRAMME ........................................................................................................ 8 RISK FACTORS ........................................................................................................................................ 13 INFORMATION INCORPORATED BY REFERENCE .......................................................................... 27 FINAL TERMS AND DRAWDOWN OFFERING CIRCULARS ........................................................... 29 FORMS OF THE NOTES .......................................................................................................................... 30 TERMS AND CONDITIONS OF THE NOTES ....................................................................................... 37 PRO FORMA FINAL TERMS .................................................................................................................. 68 USE OF PROCEEDS ................................................................................................................................. 81 CAPITALISATION AND INDEBTEDNESS ........................................................................................... 82 SELECTED FINANCIAL INFORMATION RELATING TO THE GROUP........................................... 83 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS OF THE GROUP .............................................................................................................. 87 MUNICIPALITY FINANCE PLC ........................................................................................................... 108 MANAGEMENT AND SHAREHOLDERS OF MUNICIPALITY FINANCE PLC ............................. 112 SELECTED FINANCIAL INFORMATION RELATING TO THE GUARANTOR ............................. 114 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS OF THE GUARANTOR ................................................................................................ 116 THE MUNICIPAL GUARANTEE BOARD ........................................................................................... 120 MANAGEMENT OF THE MUNICIPAL GUARANTEE BOARD ....................................................... 121 THE MUNICIPAL SECTOR ................................................................................................................... 123 TAXATION ............................................................................................................................................. 126 SUBSCRIPTION AND SALE ................................................................................................................. 130 NOTICE TO PURCHASERS AND HOLDERS OF RESTRICTED NOTES AND TRANSFER RESTRICTIONS ...................................................................................................................................... 136 GENERAL INFORMATION .................................................................................................................. 139 INDEX OF DEFINED TERMS ............................................................................................................... 141 IMPORTANT NOTICES Municipality Finance Plc (the "Issuer" or "Municipality Finance") and the Municipal Guarantee Board (the "Guarantor" or the "MGB") have confirmed to the dealers (the "Dealers") named under "Subscription and Sale" below that this Offering Circular (as amended or supplemented and, in relation to a particular tranche of Notes, as completed by the relevant Final Terms (as defined below)) contains all information which is (in the context of the Programme or the issue, offering and sale of the Notes) material; such information is true and accurate in all material respects and is not misleading in any material respect; any opinions, predictions or intentions expressed in the Offering Circular are honestly held or made and are not misleading in any material respect; the Offering Circular does not omit to state any material fact necessary to make such information, opinions, predictions or intentions (in the context of the Programme or the issue, offering and sale of the Notes) not misleading in any material respect; and all proper enquiries have been made to ascertain or verify the foregoing. The Issuer and the Guarantor accept responsibility for the information contained in this Offering Circular. To the best of the knowledge and belief of the Issuer and the Guarantor (which have taken all reasonable care to ensure that such is the case), the information contained in this Offering Circular is in accordance with the facts and does not omit anything likely to affect the import of such information. Each Tranche (as defined herein) of Notes will be issued on the terms set out herein under "Terms and Conditions of the Notes" (the "Conditions") in conjunction with a document specific to such Tranche called final terms (the "Final Terms") or in a separate offering circular specific to such Tranche (the "Drawdown Offering Circular") as described under "Final Terms and Drawdown Offering Circulars" on page 29. In the case of a Tranche of Notes which is the subject of a Drawdown Offering Circular, each reference in this Offering Circular to information being specified or identified in the relevant Final Terms shall be read and construed as a reference to such information being specified or identified in the relevant Drawdown Offering Circular