Rapala VMC Corporation
Stock Exchange Release
March 1, 2018 at 5:30 p.m.
CORRECTION: RAPALA VMC CORPORATION - NOTICE TO THE ANNUAL GENERAL MEETING
The notice to the Rapala VMC Corporation Annual General Meeting that was
published as a stock exchange release today at 4:00 p.m contained an error in
part 12. Election of members of the Board of Directors. All current board
members are proposed to be re-elected. Below is the correct stock exchange
release in its entirety.
RAPALA VMC CORPORATION - NOTICE TO THE ANNUAL GENERAL MEETING
The shareholders of Rapala VMC Corporation are invited to the Annual General
Meeting to be held on March 29, 2018 at 10.00 a.m. at the address Mäkelänkatu
91, FI-00610 Helsinki, Finland. The reception of participants who have
registered for the meeting and distribution of voting tickets will begin at
9.15 a.m.
A. Matters on the Agenda of the Annual General Meeting
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinize the minutes and to supervise the counting
of votes
4. Recording the legality of the meeting
5. Adoption of the list of votes
6. Presentation of the annual accounts, the consolidated annual accounts, the
report of the Board of Directors and the Auditor's report for the year 2017
7. Adoption of the annual accounts and the consolidated annual accounts
8. Resolution on the use of the profit shown on the balance sheet and the
payment of dividend
The Board of Directors proposes to the General Meeting that a dividend of EUR
0.04 per share shall be paid on the basis of the adopted balance sheet for the
financial year 2017. The Board of Directors proposes that the dividend shall be
paid in two instalments, EUR 0.02 each. The first instalment share shall be paid
on April 11, 2018 to a shareholder who is registered in the shareholders'
register of the company maintained by Euroclear Finland Ltd on the dividend
record date April 4, 2018. The second instalment shall be paid in November
8, 2018 to a shareholder who is registered in the shareholders' register of the
company maintained by Euroclear Finland Ltd on the dividend record date. The
Board of Directors will in its meeting scheduled for October 30, 2018 decide on
the dividend record date and the payment date. The dividend record date for the
second instalment would then be November 1, 2018 and the dividend payment date
November 8, 2018.
9. Resolution on the discharge of the members of the Board of Directors and the
CEO from liability
10. Resolution on the remuneration of the members of the Board of Directors
Shareholders together representing approximately 38 per cent of the shares and
votes of the company propose to the General Meeting that the annual remuneration
to the members of the Board of Directors would be as follows: EUR 80 000 for the
Chairman and EUR 30 000 for other members of the Board of Directors. Board
members are proposed to be paid EUR 1 000 per meeting for attendance at board
and its committee meetings. Board members' remuneration will not be paid to
Board members who have an employment or service contract with the company.
11. Resolution on the number of members of the Board of Directors
Shareholders together representing approximately 38 per cent of the shares and
votes of the company propose to the General Meeting that the number of members
of the Board of Directors to be elected be six.
12. Election of members of the Board of Directors
Shareholders together representing approximately 38 per cent of the shares and
votes of the company propose to the General Meeting that the current board
members Emmanuel Viellard, Eero Makkonen, Jorma Kasslin, Marc Speeckaert, Julia
Aubertin and Louis Audemard d'Alançon will be re-elected. Further information on
proposed members and their independence is available on the Company's website at
www.rapalavmc.com.
13. Resolution on the remuneration of the Auditor
The Board of Directors proposes to the General Meeting that the Auditor's fees
be paid against an invoice approved by the company.
14. Election of Auditor
The Board of Directors proposes to the General Meeting that Ernst & Young Oy,
corporation of Authorized Public Accountants, be appointed as the company's
Auditor for the term expiring at the close of the next Annual General Meeting.
15. Authorizing the Board of Directors to decide on the repurchase of the
company's own shares
The Board of Directors proposes to the General Meeting that the Annual General
Meeting authorize the Board of Directors to resolve on the repurchase of up to
2 000 000 company's own shares with assets pertaining to the unrestricted equity
in one or more tranches taking into account, however, the provisions of the
Finnish Companies Act on the maximum amount of own shares held by a company. The
proposed maximum amount of shares corresponds to approximately 5.1 per cent of
all shares in the company.
The shares may be repurchased to develop the company's capital structure. In
addition, the shares may be repurchased to finance or carry out business
acquisitions or other arrangements, to settle the company's equity-based
incentive plans, to be transferred for other purposes or to be cancelled. The
shares may be repurchased in deviation from the proportion of the shares held by
the shareholders. The shares will be repurchased through public trading arranged
by NASDAQ OMX Helsinki Oy at the market price quoted at the time of the
repurchase. The shares will be repurchased and paid in accordance with the rules
of NASDAQ OMX Helsinki Ltd and Euroclear Finland Ltd. The Board of Directors
would decide upon other terms related to repurchase of shares.
It is proposed that the authorization be effective until the close of the next
Annual General Meeting, however, no longer than until June 30, 2019. The
authorization would cancel the repurchase authorization granted by the Annual
General Meeting to the Board of Directors on March 30, 2017.
16. Authorization of the Board of Directors to issue new shares and special
rights entitling to shares
The Board of Directors proposes that the Board be authorized to decide on a
share issue and the issue of special rights entitling to shares as defined in §1
of Chapter 10 of the Companies Act as follows. By virtue of the authorization
the Board is entitled to issue up to 5 000 000 shares corresponding to
approximately 12.8 per cent of all current shares. Except for issuing of option
rights or special rights entitling to shares, the authorization can also be used
for incentive arrangements for the management and key person, however, not more
than 900 000 shares in total. The Board would decide on all terms and
conditions of share issues and the issues of special rights. The authorization
covers both the issuance of new shares and the transfer of own shares. A share
issue or the issue of special rights may be executed in deviation of the
shareholders pre-emptive rights to subscribe for new shares. This authorization
shall be effective until March 29, 2021.
17. Closing of the meeting
B. Documents of the Annual General Meeting
The aforementioned proposals of the Board of Directors on the matters on the
agenda of the General Meeting as well as this notice are available on Rapala VMC
Corporation's website at www.rapalavmc.com. Rapala VMC Corporation's annual
accounts, including the report of the Board of Directors and the Auditor's
report, will be available on the above-mentioned website no later than March
8, 2018. The proposals of the Board of Directors and the annual accounts are
also available at the General Meeting. The minutes of the meeting will be
available on the above-mentioned website as of April 12, 2018 at the latest.
C. Instructions for the participants in the Annual General Meeting
1. The right to participate and registration of the shareholders registered in
the shareholders' register
The right to attend and vote at the Annual General Meeting is afforded to each
shareholder, who is registered in the shareholders' register of the company kept
by Euroclear Finland Ltd on March 19, 2018. A shareholder, whose shares are
registered on his/her personal Finnish book-entry account, is registered in the
shareholders' register of the company. A shareholder who is registered in the
shareholders' register of the Company and who wishes to participate in the
Annual General Meeting shall register for the meeting no later than March
26, 2018 by 10 a.m. by giving a prior notice of participation.
Such notice can be given:
a) by regular mail to the address Rapala VMC Corporation, Mäkelänkatu 91, FI-
00610 Helsinki, Finland,
b) by telephone to the number +358 9 7562 5436 / Minttu Kettunen,
c) by e-mail to minttu.kettunen@rapala.fi, or
d) at website www.rapalavmc.com.
In connection with the registration, a shareholder shall notify his/her name,
address, telephone number and the name of a possible assistant or proxy
representative. A notice for registration is to arrive before the registration
deadline. The personal data given by the shareholders to Rapala VMC Corporation
is used only in connection with the Annual General Meeting and with the
processing of related registrations.
The shareholder, his/her authorized representative or proxy representative
shall, where necessary, be able to prove his/her identity and/or right of
representation.
2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the Annual
General Meeting by virtue of such shares, based on which he/she would be
entitled to be registered in the shareholders' register of the Company held by
Euroclear Finland Ltd on March 19, 2018. In addition, the right to participate
requires that the shareholder, on the basis of such shares, has been temporarily
registered in the shareholders' register held by Euroclear Finland Ltd on March
26, 2018 at 10.00 a.m. at the latest. As regards nominee registered shares, this
constitutes due registration for the Annual General Meeting.
A holder of nominee registered shares is advised to request without delay
necessary instructions regarding the registration in the temporary shareholder's
register of the company, the issuing of proxy documents and registration for the
general meeting from his/her custodian bank. The account management organization
of the custodian bank has to register a holder of nominee registered shares, who
wants to participate in the general meeting, into the temporary shareholders'
register of the company at the latest by the time stated above.
3. Proxy representative and powers of attorney
A shareholder may participate in the General Meeting and exercise his/her rights
at the meeting by way of proxy representation. A shareholder may have several
proxy representatives, who represent the shareholder with shares booked on
different book-entry accounts. In such case the shares represented by each proxy
representative shall be identified in connection with the registration. A proxy
representative shall produce a dated proxy document or otherwise in a reliable
manner demonstrate his/her right to represent the shareholder at the General
Meeting. Possible proxy documents should be delivered in originals to Rapala VMC
Corporation, Mäkelänkatu 91, FI-00610 Helsinki, Finland, by the end of the
registration period.
4. Other instructions and information
Pursuant to Chapter 5, section 25 of the Finnish Companies Act, a shareholder
who is present at the Annual General Meeting has the right to request
information with respect to the matters to be considered at the meeting.
On the date of this notice to the Annual General Meeting, the total number of
shares and votes in Rapala VMC Corporation is 39 000 000.
Helsinki, March 1, 2018
RAPALA VMC CORPORATION
Board of Directors
For further information, please contact:
Olli Aho, Company Counsel, tel. +358 9 7562 540
Distribution: Nasdaq Helsinki and main media
Rapala VMC Corporation ("the Group") is a leading fishing tackle company and the
global market leader in fishing lures, treble hooks and fishing related knives
and tools. The Group also has a strong global position in other fishing
categories and it is one of the leading distributors of outdoor, hunting and
winter sport products in the Nordic countries. The Group has the largest
distribution network in the industry. The main manufacturing facilities are
located in Finland, France, Estonia, Russia, Indonesia and the UK. The Group
brand portfolio includes the leading brand in the industry, Rapala, and other
global brands like VMC, Sufix, Storm, Blue Fox, Luhr Jensen, Williamson,
Dynamite Baits, Mora Ice, StrikeMaster, Marttiini and Peltonen. The Group, with
net sales of EUR 253 million in 2017, employs some 2 600 people in 42 countries.
Rapala VMC Corporation's share is listed and traded on the Nasdaq Helsinki stock
exchange since 1998.
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