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2007-04-04 13:17:28 CEST 2007-04-04 13:17:28 CEST REGULATED INFORMATION Rapala VMC - Decisions of general meetingANNUAL GENERAL MEETING ON 4 APRIL 2007Rapala VMC Corporation Stock Exchange Release April 4, 2007 1(2) The annual general meeting of Rapala VMC Corporation unanimously adopted the financial statement of the financial year 1 January - 31 December 2006 and granted release from personal liability for the Board of Directors and the President for the period that ended on 31 December 2006. The proposal concerning the dividends, EUR 0.12, was approved. The dividend will be paid on 18 April 2007 to each of the shareholders who on the record date of 11 April 2007 have been entered in the list of shareholders kept by the Finnish Central Securities Depository 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 William (King Ming) Ng. The meeting resolved that the annual fee paid to each Board member is EUR 30,000 and EUR 60,000 to the Chairman of the Board Ernst & Young Oy, corporation of Authorised Public Accountants, was appointed as the company's auditor. In accordance with the Board of Directors proposal, the Annual General Meeting authorised the Board to decide to issue shares through issuance of shares, options or special rights entitling to shares in one or more issues. The number of new shares to be issued including the shares to be obtained under options or special rights shall be no more than 10,000,000 shares. The authorization includes the right for the Board to resolve on all terms and conditions of the issuance of new shares, options and special rights entitling to shares, including issuance in deviation from the shareholders' pre-emptive rights. The authorization is in force for a period of 5 years from the resolution by the Annual General Meeting. 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 shares. The amount of shares corresponds to less than 10 per cent of all shares of the company. The shares may be repurchased in order to develop the capital structure of the Company. In addition, the shares may be repurchased in order to finance or carry out acquisitions or other arrangements, to execute the company's equity-based incentive plans, to be transferred for other purposes, or to be cancelled. The shares may be repurchased either through a tender offer made to all shareholders on equal terms, or through public trading from the market. The authorization is in force until 30 September 2008. In accordance with the Board of Directors proposal, the Annual General Meeting resolved to amend the Articles as follows: - Article 3 regarding the minimum and the maximum share capital and number of shares was removed. - Article 4 was amended to the effect that it mentions that the company's shares are included in the book-entry system, and all other provisions were removed. - Article 6 was amended by changing the right to sign for the company to a right of representation. - Article 8 was amended to the effect that the wording regarding the extended accounting period was removed. - Article 10 was amended to the effect that the summons to the Annual General Meeting shall be published not earlier than three (3) months before the last registration date and the list of items of the Annual General Meeting was amended to correspond to the new Companies Act. - Article 12 regarding the obligation to redeem the company's shares once a certain shareholding limit is exceeded, was removed. The Board of Directors of Rapala VMC Corporation has on 4 April 2007 elected Emmanuel Viellard as the chairman of the Board of Directors. Rapala VMC Corporation Jorma Kasslin Chief Executive Officer For further information: Company Counsel Olli Aho, tel. FI +358 97562540 Soita DISTRIBUTION Helsinki Stock Exchange Main Media |
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