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2007-03-15 12:19:16 CET 2007-03-15 12:19:16 CET REGULATED INFORMATION Rapala VMC - Notice to general meetingRAPALA VMC CORPORATION NOTICE TO CONVENE THE ANNUAL GENERAL MEETINGRAPALA VMC CORPORATION STOCK EXCHANGE RELEASE 1(3) March 15, 2007 NOTICE TO CONVENE THE ANNUAL GENERAL MEETING The shareholders of Rapala VMC Corporation are invited to the Annual General Meeting to be held on Wednesday 4 April 2007 at 10 a.m. at the address Arabianranta 6, 00560 Helsinki. Matters to be handled at the Annual General Meeting: 1. Matters, which shall be handled at the Annual General Meeting pursuant to section 11 of the Articles of Association 2. Proposal to authorise the Board of Directors to decide on the issuing of shares as well as on the granting of option rights and other special rights entitling to subscription of shares The Board of Directors proposes that the Annual General Meeting authorises 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. It is proposed that 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' preemptive rights. The authorization is in force for a period of 5 years from the resolution by the Annual General Meeting. 3. Proposal to authorize the Board for stock repurchases The Board of Directors proposes that the Annual General Meeting authorises the Board to resolve to repurchase a maximum of 2,000,000 shares. The proposed 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. 4. Proposal to amend the Articles of Association The Board of Directors proposes that the Annual General Meeting decides to amend the Articles as follows: Article 3 regarding the minimum and the maximum share capital and number of shares will be removed. Article 4 will be amended to the effect that it mentions that the company's shares are included in the book-entry system, and all other provisions are removed. Article 6 will be amended by changing the right to sign for the company to a right of representation. Article 8 will be amended to the effect that the wording regarding the extended accounting period is removed. Article 10 will be 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 will be 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, is to be removed. 5. Election of the members of the Board of Directors and the annual fees It has come to the Board of Directors' knowledge that shareholders representing approximately 51 per cent of the company's shares and votes propose that the number of the Board members is seven and that the current Board members Emmanuel Viellard, Christophe Viellard, Eero Makkonen, Jan-Erik Schauman, Jorma Kasslin, William (King Ming) Ng and Marc Speeckaert are re-elected as Board members for a term until the end of the next Annual General Meeting. The said shareholders propose that the annual fee paid to each Board member is EUR 30,000 and EUR 60,000 to the Chairman of the Board. 6. Election of the Auditor The Board of Directors proposes that Ernst & Young Oy, corporation of Authorised Public Accountants, is appointed as the company's auditor for a term until the end of the next Annual General Meeting. The annual accounts and other documents required by the Companies Act are on display at the company's office at Arabianranta 6, 00560 Helsinki as of 28 March 2007. The annual report for the year 2006 will be available on the Internet at the address www.rapala.com as of week 12/ 2007. Copies of the documents will be delivered to shareholders upon request. Right to attend and vote The right to attend and vote at the Annual General Meeting is afforded to a shareholder who by 23 March 2007 at the latest has been entered as a shareholder in the list of shareholders kept by the Finnish Central Securities Depository Ltd. and has registered for the meeting no later than on 26 March 2007 by 4 p.m. Shareholders who hold their shares under a name of a nominee shall be temporarily registered in the register of shareholders no later than 23 March 2007 in order to be able to attend the Annual General Meeting. Registration A shareholder who wishes to participate in the Annual General Meeting shall register for the meeting no later than 26 March 2007 by 4 p.m. either in writing to the address Rapala VMC Corporation, Arabianranta 6, 00560 Helsinki, by telephone on the number +358 9 7562 5436/ Milja Lindroos or by e-mail to milja.lindroos@rapala.fi. The letter must be at the destination prior to the registration deadline. Please send possible powers of attorney to the above address by the aforementioned deadline. Payment of dividends The Board of Directors proposes that a dividend of EUR 0,12 per share be paid based on the approved balance sheet for the financial year 2006. The dividend will be paid to the shareholders who are registered in the list of shareholders kept by the Finnish Central Securities Depository Ltd. on the dividend record date, which is 11 April 2007. The date of payment of the dividends is 18 April 2007. Helsinki March 15, 2007 RAPALA VMC CORPORATION Board of Directors For further information please contact: Jorma Kasslin, President and Chief Executive Officer Tel: +358 9 7562 540 DISTRIBUTION Helsinki Stock Exchange Main Media Rapala VMC Corporation is a leading fishing tackle company and the global market leader in the fishing lures, treble hooks and fishing related knives and tools. The Group also has a strong global position in other fishing categories. The Group has its own distribution companies in all the main markets and the largest distribution network in the industry. The main manufacturing facilities are located in Finland, France, Ireland, Estonia 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 and Marttiini. The Group, with net sales of EUR 227 million in 2006, employs some 4,000 people in 29 countries. |
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