Rapala VMC - Notice to general meeting

NOTICE TO CONVENE THE ANNUAL GENERAL MEETING

Rapala VMC Corporation
Stock Exchange Release
March 13, 2009 at 8.00 am

The shareholders of Rapala VMC Corporation are invited to the Annual
General Meeting to be held on Tuesday April 7, 2009 at 1.00 p.m. at
the address Arabiankatu 12, FI-00560 Helsinki, Finland.

A. Matters to be handled by the Annual General Meeting

1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to confirm the minutes and to supervise the
counting of votes
4. Recording the legality of the meeting
5. Adoption of the list of votes
6. Presentation of the annual accounts, the report of the Board of
Directors and the Auditor's report for the year 2008
7. Adoption of the annual accounts

8. Resolution on the use of the profit shown on the balance sheet and
the payment of dividend
The Board of Directors proposes that a dividend of EUR 0.19 per share
be paid on the basis of the adopted balance sheet for the financial
year 2008. Dividends will be paid to shareholders who are registered
in the list of shareholders kept by Euroclear Finland Ltd on the
dividend record date April 14, 2009. The date of payment of dividends
is April 21, 2009.

9. Resolution on the discharge of the members of the Board of
Directors and the CEO from liability

10. Resolution on the remuneration of the members of the Board of
Directors
The shareholders will propose that the annual fees of the Board
Members be EUR 30,000 and EUR 60,000 to the Chairman.

11. Resolution on the number of members of the Board of Directors
It has come to the Board of Directors' knowledge that shareholders
who represent over 51 per cent of the company's shares and votes will
propose that the number of the board members be seven.

12. Election of members of the Board of Directors
It has come to the Board of Directors' knowledge that shareholders
who represent over 51 per cent of the company's shares and votes will
propose that the current board members Emmanuel Viellard, Christophe
Viellard, Eero Makkonen, Jan-Henrik Schauman, Jorma Kasslin, William
(King Ming) Ng and Marc Speeckaert be re-elected for a term until the
end of the next Annual General Meeting.

13. Resolution on the remuneration of the Auditor
The Board of Directors proposes that the reimbursements to the
Auditor be paid on the basis of invoicing.

14. Election of Auditor
The Board of Directors proposes that Ernst & Young Oy, corporation of
Authorised Public Accountants, be appointed as the company's Auditor
for a term until the end of the next Annual General Meeting.

15. Authorizing the Board of Directors to decide on the repurchase of
the company's own shares
The Board of Directors proposes that the Annual General Meeting of
Shareholders shall authorise the Board of Directors to resolve on the
acquisition of up to 2,000,000 own shares by using funds in the
unrestricted equity taking, however, into account the provisions of
the Finnish Companies Act on the maximum amount of own shares held by
a company. 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. It is proposed that the authorisation be effective until the
end of the next Annual General Meeting.

16. Closing of the meeting

B. Documents of the Annual General Meeting

The 2008 annual accounts and the Board's proposal are available to
the shareholders at the company's office premises at Arabiankatu 12,
FI-00560 Helsinki and on the Internet at www.rapala.com as of March
31, 2009. The annual report will be available for viewing on the
company's website as of week 12. Copies of the documents will be sent
to shareholders upon request.

C. Instructions for the participants in the Annual General Meeting

1. The right to participate and registration
The right to attend and vote at the Annual General Meeting is
afforded to a shareholder who has been entered as a shareholder in
the list of shareholders kept by Euroclear Finland Ltd by March 27,
2009 and who has registered for the meeting no later than on March
31, 2009 by 4 p.m. Shareholders who hold their shares under a name of
a nominee shall be temporarily registered in the company's list of
shareholders by March 27, 2009.

A shareholder who wishes to participate in the General Meeting shall
register for the meeting no later than March 31, 2009 by 4 p.m.
either in writing to the address Rapala VMC Corporation, Arabiankatu
12, FI-00560 Helsinki, Finland, by telephone on the number +358 9
7562 5436 / Susanne Leppänen, or by e-mail to
susanne.leppanen@rapala.fi. In connection with the registration, a
shareholder shall notify his/her name, address, telephone number and
the name of a possible assistant. The registration shall arrive
before the registration deadline. Pursuant to chapter 5, section 25
of the Companies Act, a shareholder who is present at the Annual
General Meeting has the right to request information with respect to
the matters to be considered at the meeting.

2. Proxy representative and powers of attorney
A shareholder may participate in the Annual General Meeting by way of
proxy representation. A proxy representative shall present a dated
proxy document or otherwise in a reliable manner demonstrate his/her
right to represent the shareholder. Possible proxies should be
delivered as originals to Rapala VMC Corporation, Arabiankatu 12,
FI-00560 Helsinki, Finland, by the registration deadline.

3. Holders of nominee registered shares
A shareholder, whose shares are nominee registered and who aims to
participate in the Annual General Meeting, must be registered in the
company's register of shareholders on the record date of the Meeting,
March 27, 2009. A holder of nominee registered shares is advised to
request necessary instructions concerning the registration in the
company's register of shareholders, the issuing of proxy documents
and the registration for the Annual General Meeting from his/her
administrator.

Other instructions and information
On the date of the Notice to the Annual General Meeting, the total
number of shares and votes in Rapala VMC Corporation is 39.468.449.

In Helsinki on March 12, 2009

RAPALA VMC CORPORATION
Board of Directors

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 and China. The Group brand portfolio
includes the leading brand in the industry, Rapala, and other global
brands like VMC, Storm, Blue Fox, Luhr Jensen, Williamson, Marttiiniand Sufix. The Group, with net sales of EUR 243 million in 2008,
employs more than 3000 people in 30 countries. Rapala's share is
listed and traded on the NASDAQ OMX Helsinki stock exchange since
1998.

Bifogade filer:

Stock exchange release 13032009 AGM notice.pdf