Rapala VMC - Notice to general meeting

NOTICE TO CONVENE THE ANNUAL GENERAL MEETING

Rapala VMC Corporation
Stock Exchange Release
March 14, 2011 at 9.00 a.m.

The shareholders of Rapala VMC Corporation are invited to the Annual General
Meeting to be held on 5 April 2011 at 12.00 a.m. at the address Arabiankatu 12,
FI-00560 Helsinki, Finland.

A. Matters on the Agenda of the Annual General Meeting

1.   Opening of the meeting
2.   Calling the meeting to order
3.   Election of persons to scrutinize 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 2010
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 0.23 per share be paid on
the  basis of the  adopted balance sheet  for the financial year 2010. Dividends
will be paid to shareholders who are registered in the list of shareholders kept
by  Euroclear Finland Ltd on the dividend record date, 8 April 2011. The date of
payment of dividends is 15 April 2011.

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
Shareholders  who represent  approximately 49 per  cent of  the shares and votes
have  announced that they will propose that the annual fees of the Board Members
be EUR 45,000 and EUR 100,000 to the Chairman.

11. Resolution on the number of members of the Board of Directors
Shareholders who represent approximately 49 per cent of the company's shares and
votes have announced that they will propose that the number of the board members
be seven.

12. Election of members of the Board of Directors
Shareholders who represent approximately 49 per cent of the company's shares and
votes  have  announced  that  they  will  propose that the current board members
Emmanuel  Viellard,  Christophe  Viellard,  Eero  Makkonen, Jan-Henrik Schauman,
Jorma  Kasslin and Marc Speeckaert be re-elected and Isabelle de Bardies elected
and  as a new board member  for a term until the  end of the next Annual General
Meeting. Of the current members William Ng is not available for re-election. The
CV of Isabelle de Bardies is available at the company's websitewww.rapala.com.

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 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 into account, however,
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  proposals of the  Board of Directors  relating to the  agenda of the Annual
General  Meeting, this notice as well as Rapala VMC Corporation's Annual Report,
including  the company's annual  accounts, the report  of the Board of Directors
and  the Auditor's report, are available  on Rapala VMC Corporation's website at
www.rapala.com  14 March 2011. The proposals of  the Board of  Directors and the
annual  accounts are also available  at the meeting. Copies  of the proposals of
the  Board of  Directors and  of this  notice will  be sent to shareholders upon
request.  The minutes  of the  meeting will  be available on the above-mentioned
website as from 19 April 2011.

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 24 March 2011. A shareholder, whose shares are
registered  on his/her personal Finnish book-entry account, is registered in the
shareholder register of the company.

A  shareholder who  wishes to  participate in  the Annual  General Meeting shall
register for the meeting no later than 31 March 2011 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  or  proxy  representative. The registration shall arrive
before the registration deadline.

Pursuant  to chapter 5, section  25 of the Finnish  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 and exercise his/her
rights  at the meeting  by way of  proxy representation. A  shareholder may have
several  proxy representatives, who represent the shareholder with shares booked
on  different book-entry accounts.  In such case  the shares represented by each
proxy  representative shall be  notified in connection  with the registration. A
proxy  representative shall  produce a  dated proxy  document or  otherwise in a
reliable  manner demonstrate his/her  right to represent  the shareholder at the
meeting. Possible proxy documents should be delivered in originals to Rapala VMC
Corporation,  Arabiankatu  12, FI-00560 Helsinki,  Finland,  by  the  end of the
registration period.

3.   Holders of nominee registered shares
A  holder of nominee registered shares and  wishing to participate in the Annual
General  Meeting shall be temporarily registered into the shareholders' register
of  the  company  kept  by  Euroclear  Finland Ltd 31 March 2011 by 10.00 a.m. A
holder  of  nominee  registered  shares  is  advised  to  request  without delay
necessary instructions regarding the registration in the shareholders' register,
the  issuing of proxy  documents and registration  for the Annual General Meting
from his/her custodian bank.

Other instructions and information

On  the date of this  notice to the Annual  General Meeting, the total number of
shares and votes in Rapala VMC Corporation is 39,468,449.

Lahti, 12 March 2011

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, China  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 269 million in
2010, employs  more than 2 000 people in  33 countries. Rapala's share is listed
and traded on the NASDAQ OMX Helsinki stock exchange since 1998.


[HUG#1496417]

Attachments:

Notice to Convene the Annual General Meeting.pdf