Rapala VMC - Notice to general meeting

RAPALA VMC CORPORATION - NOTICE TO THE ANNUAL GENERAL MEETING

Rapala VMC Corporation
Stock Exchange Release
March 2, 2017 at 3:00 p.m.

RAPALA VMC CORPORATION - NOTICE TO THE ANNUAL GENERAL MEETING

The  shareholders of  Rapala VMC  Corporation are  invited to the Annual General
Meeting  to be held  on March 30, 2017 at  10.00 a.m. at the address Mäkelänkatu
91, FI-00610 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 consolidated annual accounts, the
report of the Board of Directors and the Auditor's report for the year 2016

7. Adoption of the annual accounts and the consolidated 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  to the General Meeting  that a dividend of EUR
0.10 per  share  be  paid  on  the  basis  of  the adopted balance sheet for the
financial  year 2016. The Board of Directors proposes that the dividend shall be
paid  in two  instalments, 0.05 euro  each. The  first instalment share shall be
paid  on April 10, 2017 to a shareholder  who is registered in the shareholders'
register  of the  company maintained  by Euroclear  Finland Ltd  on the dividend
record  date April  3, 2017.  The second  instalment shall  be paid  in November
2017 to  a shareholder  who is  registered in  the shareholders' register of the
company  maintained by Euroclear Fin-land Ltd  on the dividend record date.  The
Board  of Directors will in its meeting scheduled for October 26, 2017 decide on
the  dividend record date and the payment date. The dividend record date for the
second  instalment would then be October  30, 2017 and the dividend payment date
November 6, 2017.



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  together representing approximately 58 per  cent of the shares and
votes of the company propose to the General Meeting that the annual remuneration
to the members of the Board of Directors would be as follows: EUR 80 000 for the
Chairman  and  EUR  30 000 for  other  members  of the Board of Directors. Board
members  are proposed to be  paid EUR 1 000 per meeting  for attendance at board
and  its committee  meetings. Board  members' remuneration  will not  be paid to
Board members who have an employment or service contract with the company.



11. Resolution on the number of members of the Board of Directors

Shareholders  together representing approximately 58 per  cent of the shares and
votes  of the company propose to the  General Meeting that the number of members
of the Board of Directors to be elected be six.



12. Election of members of the Board of Directors

Shareholders  together representing approximately 58 per  cent of the shares and
votes  of the  company propose  to the  General Meeting  that the  current board
members  Emmanuel Viellard, Eero Makkonen, Jorma Kasslin, Marc Speeckaert, Julia
Aubertin  be re-elected as members and Louis Audemard d'Alançon elected as a new
member  of the  Board of  Directors until  the close  of the next Annual General
Meeting.   Of the current members, Christophe  Viellard has informed the company
that  he will not be available as a candidate to the Board of Directors. Further
information  on  proposed  members  and  their  independence is available on the
Company's website at www.rapalavmc.com.



13. Resolution on the remuneration of the Auditor

The  Board of Directors proposes to the  General Meeting that the Auditor's fees
be paid against an invoice approved by the company.



14. Election of Auditor

The  Board of Directors proposes  to the General Meeting  that Ernst & Young Oy,
corporation  of  Authorized  Public  Accountants,  be appointed as the company's
Auditor for the term expiring at the close 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 to the  General Meeting that the Annual General
Meeting  authorize the Board of Directors to  resolve on the repurchase of up to
2 000 000 company's own shares with assets pertaining to the unrestricted equity
in  one or  more tranches  taking into  account, however,  the provisions of the
Finnish Companies Act on the maximum amount of own shares held by a company. The
proposed  maximum amount of shares corresponds to  less than 5.1 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  quoted at the time of the
repurchase. The shares will be repurchased and paid in accordance with the rules
of  NASDAQ OMX Helsinki  Ltd and Euroclear  Finland Ltd. The  Board of Directors
would decide upon other terms related to repurchase of shares.



It  is proposed that the authorization be  effective until the close of the next
Annual  General  Meeting,  however,  no  longer  than  until  June 30, 2018. The
authorization  would cancel the  repurchase authorization granted  by the Annual
General Meeting to the Board of Directors on April 1, 2016.



16. Authorization  of the  Board of  Directors to  issue new  shares and special
rights entitling to shares

The  Board of  Directors proposes  that the  Board be  authorized 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 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. 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  supersedes  the  Board  authorization issued by the general
meeting  on April 11, 2012 to issue shares or special rights as defined in §1 of
Chapter  10 of the  Companies Act.  This authorization  shall be effective until
March 30, 2022.



17. Amendment of articles of association

The  Board of Directors  proposes to the  General Meeting that  article 8 of the
articles of association is amended to read as follows:



Article  8: The Company has one (1) auditor.  The auditor shall be an audit firm
approved  by  the  Patent  and  Registration  Office  with  an authorized public
accountant  as auditor  in charge.  The auditor's  term ends  at the  end of the
Annual General Meeting following their election.



18. Closing of the meeting



B. Documents of the Annual General Meeting

The  aforementioned proposals of  the Board of  Directors on the  matters on the
agenda of the General Meeting as well as this notice are available on Rapala VMC
Corporation's  website  at  www.rapalavmc.com.  Rapala  VMC Corporation's annual
accounts,  including  the  report  of  the  Board of Directors and the Auditor's
report,  will be  available on  the above-mentioned  website no later than March
9, 2017. The  proposals of  the Board  of Directors  and the annual accounts are
also  available  at  the  General  Meeting.  The  minutes of the meeting will be
available on the above-mentioned website as of April 13, 2017 at the latest.



C. Instructions for the participants in the Annual General Meeting



1. The right to participate and registration of the shareholders registered in
the shareholders' register

The  right to attend and vote at the  Annual General Meeting is afforded to each
shareholder, who is registered in the shareholders' register of the company kept
by  Euroclear Finland  Ltd on  March 20, 2017. A  shareholder, whose  shares are
registered  on his/her personal Finnish book-entry account, is registered in the
shareholders'  register of the  company. A shareholder  who is registered in the
shareholders'  register  of  the  Company  and  who wishes to participate in the
Annual  General  Meeting  shall  register  for  the  meeting no later than March
27, 2017 by 10 a.m. by giving a prior notice of participation.



Such notice can be given:

a)     by regular mail to the address Rapala VMC Corporation, Mäkelänkatu 91,
FI-00610 Helsinki, Finland,

b)    by telephone on the number +358 9 7562 5436 / Susanne Leppänen, or

c)     by e-mail to susanne.leppanen@rapala.fi

d)    by website at www.rapalavmc.com



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.  A notice for registration is  to arrive before the registration
deadline.  The personal data given by the shareholders to Rapala VMC Corporation
is  used  only  in  connection  with  the  Annual  General  Meeting and with the
processing of related registrations.



The  shareholder,  his/her  authorized  representative  or  proxy representative
shall,  where  necessary,  be  able  to  prove  his/her identity and/or right of
representation.



2. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the Annual
General  Meeting  by  virtue  of  such  shares,  based  on which he/she would be
entitled  to be registered in the shareholders'  register of the Company held by
Euroclear  Finland Ltd on March 20, 2017. In  addition, the right to participate
requires that the shareholder, on the basis of such shares, has been temporarily
registered  in the shareholders' register held by Euroclear Finland Ltd on March
27, 2017 at 10.00 a.m. at the latest. As regards nominee registered shares, this
constitutes due registration for the Annual General Meeting.



A  holder  of  nominee  registered  shares  is  advised to request without delay
necessary instructions regarding the registration in the temporary shareholder's
register of the company, the issuing of proxy documents and registration for the
general meeting from his/her custodian bank. The account management organization
of the custodian bank has to register a holder of nominee registered shares, who
wants  to participate in  the general meeting,  into the temporary shareholders'
register of the company at the latest by the time stated above.



3. Proxy representative and powers of attorney

A shareholder may participate in the 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 identified 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 General
Meeting. Possible proxy documents should be delivered in originals to Rapala VMC
Corporation,  Mäkelänkatu  91, FI-00610 Helsinki,  Finland,  by  the  end of the
registration period.



4. Other instructions and information

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.



On  the date of this  notice to the Annual  General Meeting, the total number of
shares and votes in Rapala VMC Corporation is 39 000 000.





Helsinki, March 2, 2017



RAPALA VMC CORPORATION

Board of Directors





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 261 million in 2016, employs some 2 800 people in 40 countries.
Rapala VMC Corporation's share is listed and traded on the Nasdaq Helsinki stock
exchange since 1998.




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Attachments:

Rapala VMC Corp. Stock exchange release.pdf