Rapala VMC - Notice to general meeting

RAPALA - NOTICE TO CONVENE THE ANNUAL GENERAL MEETING

Rapala VMC Corporation
Stock Exchange Release
March 15, 2012 at 5.00 p.m.

The  shareholders of  Rapala VMC  Corporation are  invited to the Annual General
Meeting  to be  held on  11 April 2012 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 2011
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 2011. Dividends
will be paid to shareholders who are registered in the list of shareholders kept
by Euroclear Finland Ltd on the dividend record date, 16 April 2012. The date of
payment of dividends is 23 April 2012.

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, Marc Speeckaert and Isabelle de Bardies be re-elected.

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. Authorizing  the Board of Directors  to decide on the  issuance of shares as
well as the issuance of options and special rights entitling to shares
The  Board  of  Directors  proposes  to  the  General  Meeting that the Board of
Directors be authorized to decide on the issuance of new shares, transfer of the
Company's  own shares  and the  issuance of  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 number
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. The new  shares and the  option and special  rights referred to in
Chapter  10 Section 1 of the Companies Act may  also be issued and the Company's
own shares transferred 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 options and special rights entitling to shares referred to in Chapter
10 Section 1 of the Companies Act.

The authorization would be effective until 31 March 2017.

17. 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  19 March 2012. The proposals  of the Board  of Directors and the
annual  accounts are also available  at the meeting. The  minutes of the meeting
will be available on the above-mentioned website as from 25 April 2012.


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 28 March 2012. 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 4 April 2012 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 4 April 2012 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 Meeting 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 and the company holds
559,811 own shares.


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,  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.


[HUG#1594274]

Attachments:

Stock Exchange Release.pdf