Rapala VMC : DECISIONS OF RAPALA VMC CORPORATION'S ANNUAL GENERAL MEETING ON 29 MARCH 2018

Rapala VMC Corporation
Stock Exchange Release
March 29, 2018 at 4:00 p.m.

DECISIONS OF RAPALA VMC CORPORATION'S ANNUAL GENERAL MEETING ON 29 MARCH 2018

The Annual General Meeting (AGM) of Rapala VMC Corporation has on 29 March 2018 adopted the financial statement of the financial year 2017 and discharged the members of the Board of Directors and the CEO from the liability for the financial year that ended on December 31, 2017. 

The AGM approved the Board of Director's proposal that a dividend of EUR 0.04 per share is paid. The dividend will be paid in two instalments, 0.02 euro each. The first instalment share will be paid on 11 April 2018 to a shareholder who is registered in the shareholders' register of the company maintained by Euroclear Finland Ltd on the dividend record date 4 April 2018.  The second instalment will be paid in November 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 30 October 2018 decide on the dividend record date and the payment date. The dividend record date for the second instalment would then be 1 November 2018 and the dividend payment date 8 November 2018. 

The AGM approved that the Board of Directors consists of six members. Jorma Kasslin, Eero Makkonen, Marc Speeckaert, Emmanuel Viellard, Julia Aubertin and Louis Audemard d'Alançon were re-elected as members. The AGM resolved that the annual fee paid to each Board member is EUR 30 000 and EUR 80 000 to the Chairman of the Board. Board members are paid EUR 1 000 per meeting for attendance at Board and its committee meetings.  

Ernst & Young Oy, Authorized Public Accountant Firm, was appointed as Rapala VMC Corporation's auditor. 

In accordance with the Board of Directors' proposal, the AGM authorized the Board of Directors to resolve to repurchase a maximum of 2 000 000 own shares by using funds in the unrestricted equity. The proposed number of shares corresponds to less than 10 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 Helsinki Oy at the market price of the acquisition date. The shares will be acquired and paid in pursuance of the rules of NASDAQ Helsinki Oy and applicable rules regarding the payment period and other terms of the payment. The authorization is in force until the end of the next Annual General Meeting, however, no longer than until June 30, 2019. 

In accordance with the Board of Directors' proposal, the AGM authorized the Board of Directors 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, against or without consideration, 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 persons, 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. 

The Board of Directors of Rapala VMC Corporation has in its meeting held on March 29, 2018 elected Jorma Kasslin as the Chairman of the Board of Directors. 

RAPALA VMC CORPORATION

Jussi Ristimäki

Chief Executive Officer

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.