Rapala VMC - Notice to general meeting

RAPALA VMC CORPORATION - NOTICE TO THE ANNUAL GENERAL MEETING

Rapala VMC Corporation
Stock Exchange Release
March 4, 2016 at 11:30 a.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  April 1, 2016 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 2015
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
0.15 per  share  be  paid  on  the  basis  of  the adopted balance sheet for the
financial  year 2015. Dividends will be paid  to shareholders who are registered
in the shareholders register of the company kept by Euroclear Finland Ltd on the
dividend  record date, April 5, 2016. The date  of payment of dividends is April
12, 2016.

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 53 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.

11. Resolution on the number of members of the Board of Directors
Shareholders  together representing approximately 53 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 53 per  cent of the shares and
votes  of the  company propose  to the  General Meeting  that the  current board
members  Emmanuel Viellard,  Christophe Viellard,  Eero Makkonen, Jorma Kasslin,
Marc  Speeckaert and  Julia Aubertin  be re-elected  as members  of the Board of
Directors  until the close of  the next Annual General  Meeting.  Of the current
members, Jan-Henrik Schauman will leave the Board of Directors.

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  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  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, 2017. The
authorization  would cancel the  repurchase authorization granted  by the Annual
General Meeting to the Board of Directors on March 27, 2015.

16. 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
11, 2016. 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 15, 2016 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 18, 2016. 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
29, 2016 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 18, 2016. 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
29, 2016 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 on March 4, 2016, the
total  number of shares  and votes in  Rapala VMC Corporation is 39 000 000, and
the company holds 659 437 own shares.

Helsinki, March 4, 2016

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, 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, Mora Ice, StrikeMaster, Marttiini and Peltonen. The Group, with
net sales of EUR 278 million in 2015, employs some 3 200 people in 39 countries.
Rapala VMC Corporation's share is listed and traded on the Nasdaq Helsinki stock
exchange since 1998.

[HUG#1991480]

Attachments:

Stock exchange release.pdf