NOTICE OF THE ANNUAL GENERAL MEETING OF RAPALA VMC CORPORATION
RAPALA VMC CORPORATION, Notice to general meeting, March 2, 2023
at 06:00 p.m. EET
The shareholders of Rapala VMC Corporation
(“Rapala VMC” or the “Company”)
are invited to the Annual General Meeting, which will be held on
Wednesday 29 March 2023 at 10:00 a.m. (EET) at
the address Mäkelänkatu 87, FI-00610, Helsinki, Finland.
The reception of persons who have registered for
the meeting and the distribution of voting tickets at the meeting
venue will commence at 9:00 a.m. (EET).
A. MATTERS ON THE AGENDA OF THE
GENERAL MEETING
At the General Meeting, the following matters
will be considered:
- Opening of the meeting
- Calling the meeting to order
- Election of persons to scrutinise the minutes and to
supervise the counting of votes
- Recording the legality of the meeting
- Recording the attendance at the meeting and adoption of
the list of votes
- Presentation of the Financial Statements, the
Consolidated Financial Statements, the Report of the Board of
Directors and the Auditor’s Report for the year 2022
Presentation of the CEO’s review.
- Adoption of the Financial
Statements
- Resolution on the use of the profit shown on the
balance sheet and the distribution of dividend
On 31 December 2022, the company’s distributable
equity totalled EUR 55,871,447 of which the net profit for the year
2022 was EUR 3,725,549.
The Board of Directors proposes to the Annual
General Meeting that a dividend of four cents (EUR 0.04) per
share be paid based on the balance sheet to be adopted for the
financial year which ended 31 December 2022 and the
remaining part of the profit be retained and carried further in the
Company’s unrestricted equity.
The dividend shall be paid to shareholders who
on the dividend record date 31 March 2023 are registered
in the Company’s shareholders’ register held by Euroclear Finland
Oy. The dividend shall be paid on 7 July 2023.
- Resolution on the discharge of the members of
the Board of Directors and the CEO from liability for the financial
year 2022
- Presentation of the Remuneration Report for Governing
Bodies
- Resolution on the remuneration of the members of the
Board of Directors
Shareholders representing approximately
39.45 per cent of the shares and votes in the Company
propose to the Annual General Meeting that the annual remuneration
to the members of the Board of Directors shall remain unchanged and
therefore would be as follows: EUR 80,000 for the Chairman and
EUR 30,000 for other members of the Board of Directors. It is
proposed that Board members be paid EUR 1,000 per meeting for
attendance at meetings of the Board and its committees. Board
members’ remuneration will not be paid to Board members who have an
employment or service contract with the Company.
- Resolution on the number of members of the
Board of Directors
Shareholders representing approximately
39.45 per cent of the shares and votes in the Company
propose to the Annual General Meeting that the number of members of
the Board of Directors be six (6).
- Election of members of the Board of
Directors
Shareholders representing approximately
39.45 per cent of the shares and votes in the Company
propose to the Annual General Meeting that the current board
members Louis d’Alançon, Jorma Kasslin, Emmanuel Viellard, Julia
Aubertin and Vesa Luhtanen be re-elected and that Alexander
Rosenlew be elected as a new member for a term that will continue
until the end of the next Annual General Meeting.
Further information on the proposed members and
their independence is available on the Company’s corporate website
at
www.rapalavmc.com/investors/governance/general-meetings-of-shareholders/annual-general-meeting-2023/.
- Resolution on the remuneration of the
auditor
The Board of Directors proposes to the Annual
General Meeting that the remuneration of the auditor be paid
according to the invoice approved by the Company.
- Election of the auditor
The Board of Directors proposes to the Annual
General Meeting that Authorised Public Accountants Firm Ernst &
Young Oy, which has informed the Company that Mikko Järventausta,
APA, will serve as the responsible auditor, be re-elected as the
Company’s auditor for a term that will continue until the end of
the next Annual General Meeting.
- Authorising the Board of Directors to
resolve on the issuance of shares as well as the issuance of
options and other special rights entitling to shares
The Board of Directors proposes to the Annual
General Meeting that the Board be authorised to resolve on one or
several share issues and the issue of option rights and other
special rights entitling to shares as defined in Chapter 10,
Section 1 of the Finnish Limited Liability Companies Act as
follows:
The total maximum number of shares to be issued
under the authorisation shall be 3,900,000 shares corresponding to
10.00 per cent of all current shares in the Company as at
the date of this notice. The maximum number above concerns the
share issue and the issue of option rights and other special rights
entitling to shares. The authorisation can also be used for
incentive arrangements for the management and key personnel;
however, no more than 900,000 shares in total may be granted for
this purpose.
The share issue may either be made against
payment or without payment. The authorisation entitles the Board of
Directors to issue the shares or option rights and other special
rights otherwise than in proportion to the shareholdings of the
shareholders (directed share issue) if the Company has a weighty
financial reason to do so. The directed share issue may be without
payment only if the Company has an especially weighty financial
reason to do so and the interests of all the Company’s shareholders
are taken into consideration. The Board would be authorised to
resolve on all terms and conditions of share issues and option
rights and the issue of other special rights entitling to shares.
The authorisation covers both the issuance of new shares and the
transfer of the Company’s own shares.
The Board of Directors proposes that the
authorisation be valid until 29 September 2024. This
authorisation will cancel the authorisation to resolve on the
issuance of shares and special rights granted to the Board of
Directors by the Annual General Meeting of
23 March 2022.
- Authorising the Board of Directors to
resolve on the repurchase of the Company’s own shares
The Board of Directors proposes to the Annual
General Meeting that the Board of Directors be authorised to
resolve, in one or several instalments, on the repurchase of a
maximum of 2,000,000 of the Company’s own shares. The proposed
maximum number of shares corresponds to approximately
5.13 per cent of the Company’s total number of shares as
at the date of this notice convening the Annual General
Meeting.
The shares would be repurchased using the
Company’s unrestricted equity, and thus, the repurchases will
reduce funds available for distribution. The shares can be
repurchased for developing the Company’s capital structure, for
financing or carrying out corporate acquisitions or other business
arrangements, to be used as a part of the Company’s remuneration or
incentive plan or to be otherwise transferred further or cancelled,
for example.
In accordance with the resolution of the Board
of Directors, the shares can also be repurchased otherwise than in
proportion to the existing shareholdings of the shareholders as
directed repurchases at the market price of the shares quoted on
the trading venues where the Company’s shares are subject to public
trading or at the price otherwise established on the market at the
time of the repurchase. The Board of Directors is authorised to
resolve on all other matters related to the repurchase of the
Company’s own shares, including how the shares will be repurchased.
Among other means, derivatives may be used in acquiring the
shares.
The Board of Directors proposes that the
authorisation be valid until 29 September 2024. The
authorisation will cancel the authorisation to resolve on the
repurchase of the Company’s own shares granted to the Board of
Directors by the Annual General Meeting of
23 March 2022.
- Amendment of the Articles of
Association
The Board of Directors proposes that
Article 9 of the Company’s Articles of Association concerning
the notice and place of general meeting be amended to allow for the
shareholders’ meeting to be held completely without a meeting venue
as a remote meeting and that the provision on publishing the notice
of general meeting in a national newspaper be removed. The
Board of Directors also proposes that a provision on advance
registration for the shareholders’ meeting be added to
Article 9. The Board of Directors’ proposition for amending
Article 9 of the Articles of Association is included in
Appendix 1 attached to this notice.
It is proposed that the Articles of Association
remain unchanged in other respects.
- Closing of the meeting
B. DOCUMENTS OF THE GENERAL
MEETING
The proposed resolutions above that are on the
agenda of the Annual General Meeting as well as this notice are
available on Rapala VMC Corporation’s corporate website at
www.rapalavmc.com/investors/governance/general-meetings-of-shareholders/annual-general-meeting-2023/.
The Financial Statements, the Consolidated
Financial Statement, the Report of the Board of Directors, the
Auditor’s Report as well as the Remuneration Report for Governing
Bodies for the financial year 2022 will be available on the
above-mentioned website no later than on
2 March 2023.
The minutes of the meeting will be available on
the above-mentioned website on 12 April 2023, at the
latest.
C. INSTRUCTIONS FOR THE PARTICIPANTS
IN THE ANNUAL GENERAL MEETING
- The right to participate
Each shareholder who is on
17 March 2023, the record date for the Annual General
Meeting, registered in the shareholders’ register of the Company
held by Euroclear Finland Oy has the right to participate in the
Annual General Meeting. A shareholder whose shares are registered
in his/her Finnish book-entry account is registered in the
Company’s shareholders’ register. If you do not have a Finnish
book-entry account, see section 3. “Holders of
nominee-registered shares”.
Changes in shareholding after the record date of
the Annual General Meeting do not affect the right to participate
in the Annual General Meeting or the shareholder’s number of
votes.
- Registration
Registration for the Annual General Meeting begins
on 6 March 2023 at 10:00 a.m. (EET). A
shareholder entered in the shareholders’ register of the Company
whose shares are registered in the shareholder’s Finnish book-entry
account and who wishes to participate in the Annual General Meeting
shall register for the Annual General Meeting by
24 March 2023 at 10:00 a.m. (EET) on the
Company’s corporate website at
www.rapalavmc.com/investors/governance/general-meetings-of-shareholders/annual-general-meeting-2023/.
Shareholders who are natural persons are
required to sign in to Euroclear Finland Oy’s online
registration service via the Company’s corporate website using
strong electronic identification. Strong electronic identification
requires a Finnish bank ID or a Finnish mobile certificate.
For shareholders that are legal persons strong electronic
identification is not required.
Shareholders who are legal persons are required
to sign in to the online registration service using their
book-entry account number and their business ID or other
identification code. Alternatively, shareholders who are legal
persons can authorise a proxy representative via the Suomi.fi
service at www.suomi.fi/e-authorizations using the authorisation
for “Representation at the General Meeting”. The proxy
representative authorised via the Suomi.fi service must sign in to
the online registration service using strong electronic
identification with a Finnish bank ID or a mobile
certificate.
The requested information, such as the
shareholder’s name, or possible business ID, telephone number
and email address as well as the name of the shareholder’s possible
assistant and/or proxy representative and the personal
identification number of the proxy representative must be provided
in connection with the registration. The personal data given to
Rapala VMC or Euroclear Finland Oy is used only in connection with
the Annual General Meeting and the processing of related
registrations.
The shareholder, his/her authorised
representative or proxy representative must, if necessary, be able
to prove his/her identity and/or right of representation at the
Annual General Meeting.
- Holder 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 the shareholder on the record date of
the Annual General Meeting on 17 March 2023 would be
entitled to be registered in the shareholders’ register of the
Company held by Euroclear Finland Oy. In addition, the right
to participate in the Annual General Meeting requires that the
shareholder on the basis of such shares has been temporarily
registered into the shareholders’ register held by Euroclear
Finland Oy at the latest by 24 March 2023 at
10:00 a.m. (EET). As regards nominee-registered shares,
this constitutes due registration for the Annual General Meeting.
Changes in shareholding after the record date do not affect the
right to participate in the Annual General Meeting or the
shareholder’s number of votes.
A holder of nominee-registered shares is advised
to contact his/her custodian bank in good time to request the
necessary instructions regarding the temporary registration in the
shareholders’ register of the Company, the issuing of proxy
documents and registration for the Annual General Meeting. The
account management organisation of the custodian bank has to
register a holder of nominee-registered shares who wishes to
participate in the Annual General Meeting temporarily in the
shareholders’ register of the Company by the time stated above.
- Proxy representative and powers of
attorney
A shareholder may participate in the Annual
General Meeting and exercise his/her rights in the meeting by way
of proxy representation.
The proxy representative shall provide a dated
proxy document or otherwise in a reliable manner demonstrate
his/her right to represent the shareholder. Should a shareholder
participate in the Annual General Meeting by means of several proxy
representatives representing the shareholder with shares in
different book-entry accounts, the shares by which each proxy
representative represents the shareholder shall be identified in
connection with the registration.A proxy template is available on
the Company’s corporate website at
www.rapalavmc.com/investors/governance/general-meetings-of-shareholders/annual-general-meeting-2023/.
Proxy documents shall be delivered by email to
agm@rapalavmc.com or by mail to Rapala VMC Corporation, AGM,
Mäkelänkatu 87, 00610 Helsinki, Finland before the end of the
registration period, by which time the proxy documents must be
received.
In addition to submitting a proxy document,
shareholders or their proxy representatives shall ensure that they
register for the Annual General Meeting in the manner described
above in section C. 2. of these instructions.
As an alternative to a traditional proxy
document, a shareholder who is a legal person can also use the
Suomi.fi e-authorisation service in Euroclear Finland Oy’s
general meeting service. In this case, the shareholder that is
legal person authorises its proxy representative in the Suomi.fi
service at www.suomi.fi/e-authorizations using the authorisation
for “Representation at the General Meeting”. The proxy
representative must identify himself/herself with strong electronic
identification in Euroclear Finland Oy’s general meeting
service when registering, after which the e-authorisation is
verified automatically. Strong electronic identification requires a
Finnish bank ID or a Finnish mobile certificate. Further
information is available at www.suomi.fi/e-authorizations and on
the Company’s corporate website
atwww.rapalavmc.com/investors/governance/general-meetings-of-shareholders/annual-general-meeting-2023/.
- Other instructions and
information
The language of the Annual General Meeting is
Finnish.
Pursuant to Chapter 5, Section 25 of
the Finnish Limited Liability Companies Act, a shareholder
participating in the Annual General Meeting has the right to
request information with respect to the matters to be considered at
the Annual General Meeting.
On the date of this notice convening the Annual
General Meeting 2 March 2023, the total number of shares
and votes in Rapala VMC Corporation is 39,000,000. On the date of
this notice convening the Annual General Meeting, the Company holds
123,891 treasury shares. Pursuant to the Finnish Limited
Liability Companies Act, shares held by the Company or its
subsidiaries are not entitled to participate in the Annual General
Meeting.
Helsinki, 2 March 2023
RAPALA VMC CORPORATION
Board of Directors
For further information:
Tuomo Leino, Investor Relations, tel. +358 9 7562 540
Distribution: Nasdaq Helsinki and main media
About Rapala VMC Corporation
Rapala VMC group is the world’s leading fishing
tackle company and the global market leader in fishing lures,
treble hooks and fishing related knives and tools. Group has a
strong global position also in other fishing categories and Rapala
VMC’s distribution network is largest in the fishing industry. The
main manufacturing facilities are in Finland, France, Estonia, and
the UK. Rapala VMC group’s 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, Peltonen and 13 Fishing outside
of the USA as well as Okuma in Europe. Group, with net sales of EUR
274 million in 2022, employs some 1 700 people in approximately 40
countries. Rapala VMC Corporation’s share is listed and traded on
the Nasdaq Helsinki stock exchange since 1998.
- Appendix 1 - Amendment of the Articles of Association
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