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 at
www.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.
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