Rapala VMC Corporation
Stock Exchange Release
April 11, 2012 at 4:00 p.m.
The Annual General Meeting of Rapala VMC Corporation (Rapala) adopted the financial statement of the financial year 2011 and granted release from personal liability for the Board of Directors and the President for the financial year that ended on December 31, 2011.
The proposal concerning the dividend, EUR 0.23 per share, was approved. The dividend will be paid on April 23, 2012 to each of the shareholders who on the record date of April 16, 2012 have been entered in the list of shareholders kept by the Euroclear Finland Ltd.
The meeting approved that there are seven members of the Board of Directors. The re-elected members of the Board of Directors were Jorma Kasslin, Eero Makkonen, Marc Speeckaert, Jan-Henrik Schauman, Christophe Viellard, Emmanuel Viellard and Isabelle de Bardies. The meeting resolved that the annual fee paid to each Board member is EUR 45 000 and EUR 100 000 to the Chairman of the Board.
Ernst & Young Oy, Authorised Public Accountants, was appointed as Rapala's auditor.
In accordance with the Board of Directors' proposal, the Annual General Meeting authorised the Board 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 OMX Helsinki Oy at the market price of the acquisition date. The shares will be acquired and paid in pursuance of the rules of NASDAQ OMX Helsinki Oy and applicable rules regarding the payment period and other terms of the payment. The authorisation is in force until the end of the next Annual General Meeting.
In accordance with the Board of Directors' proposal, the Annual General Meeting authorised the Board to decide on the issuance of new shares, transfer of the Company's own shares and the issuance of options and special rights entitling to shares referred to in Chapter 10 Section 1 of the Companies Act.
The amount of new shares which may be issued or transferred by the Board of Directors by one or several decision shall not exceed 10 000 000 shares. The new shares may be issued and the Company's own shares may be transferred against payment or without payment. The Board of Directors is furthermore authorized to issue options and special rights referred to in Chapter 10 Section 1 of the Companies Act for the holder to receive new shares or the Company's own shares against payment. The amount of shares which may be issued or transferred based on the option and special rights are included in the above mentioned aggregate numbers of shares.
The new shares and the options and special rights referred to in Chapter 10 Section 1 of the Companies Act may be issued and the Company's own shares transferred to the shareholders in proportion to their current shareholdings in the Company or in deviation from the shareholders' pre-emptive rights by way of a directed issue if there is a weighty financial reason for the Company to do so. The deviation from the shareholders' pre-emptive rights may be carried out for example in order to develop the Company's capital structure, in order to finance or carry out acquisitions, investments or other business transactions, or in order to use the shares for incentive schemes. A directed share issue may be executed without payment only if there is an especially weighty financial reason for the Company to do so, taking the interests of all shareholders into account.
The Board of Directors decides on all other matters related to the issuance of shares and special rights entitling to shares referred to in Chapter 10 Section 1 of the Companies Act. The authorization is effective until 31 March 2017.
The Board of Directors of Rapala has on April 11, 2012 elected Emmanuel Viellard as the Chairman of the Board of Directors.
RAPALA VMC CORPORATION
Jorma Kasslin
Chief Executive Officer
For further information, please contact Olli Aho, Company Counsel, tel: +358 9 7562 540
Distribution: NASDAQ OMX Helsinki and main media
Rapala VMC Corporation (Rapala) 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, China, 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, Marttiini and Peltonen. The Group, with net sales of EUR 279 million in 2011, employs some 2 000 people in 37 countries. Rapala's share is listed and traded on the NASDAQ OMX Helsinki stock exchange since 1998.
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(i) the releases contained herein are protected by copyright and other applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of the
information contained therein.
Source: Rapala VMC Oyj via Thomson Reuters ONE
