DECISIONS OF RAPALA VMC CORPORATION’S ANNUAL GENERAL MEETING ON 23 MARCH 2022
Rapala VMC Corporation
Stock Exchange Release
March 23, 2022 at 5:00 p.m.
DECISIONS OF RAPALA VMC CORPORATION’S ANNUAL GENERAL MEETING ON 23 MARCH 2022
The Annual General Meeting (AGM) of Rapala VMC Corporation has on 23 March 2022 adopted the financial statement of the financial year 2021 and discharged the members of the Board of Directors and the CEO from the liability for the financial year that ended on 31 December 2021. The AGM adopted the Remuneration Report for governing bodies.
The AGM approved the Board of Director’s proposal that a dividend of EUR 0.15 per share is paid based on the adopted balance sheet for the financial year 2021. The dividend shall be paid to shareholders who on the dividend record date 25 March 2022 are registered in the company’s shareholders’ register held by Euroclear Finland Oy. The dividend shall be paid on 1 April 2022.
The AGM approved that the Board of Directors consists of six members. Jorma Kasslin, Marc Speeckaert, Emmanuel Viellard, Julia Aubertin, Louis d’Alançon and Vesa Luhtanen were re-elected as members of the Board of Directors. The AGM resolved that the annual fee paid to each Board member is EUR 30,000 and EUR 80,000 to the Chairman of the Board. Board members are paid EUR 1,000 per meeting for attendance at Board and its committee meetings.
Ernst & Young Oy, Authorized Public Accountant Firm, was appointed as Rapala VMC Corporation’s auditor.
The AGM authorised the Board of Directors to resolve on one or several share issues and the issues of special rights entitling to shares as defined in Chapter 10, Section 1 of the Companies Act, against or without consideration, as follows. By virtue of the authorisation the Board is entitled to issue up to 3,900,000 shares corresponding at present to 10.00 per cent of all current shares. The authorization can also be used for incentive arrangements for the management and key persons, however, not more than 900,000 shares in total. The Board would resolve 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 shall be effective until 23 September 2023. This authorisation cancels the authorisation to resolve on share issues and issues of special rights entitling to shares granted to the Board of Directors by the Annual General Meeting on 25 March 2021.
The AGM authorised the Board of Directors to resolve to repurchase a maximum of 2,000,000 own shares by using funds in the unrestricted equity. The proposed number of shares corresponds to approximately 5.13 per cent of the company’s registered total number of shares at the time of the proposal. The shares may be repurchased for developing the company’s capital structure, for financing or carrying out potential corporate acquisitions or other business arrangements, to be used as a part of the company’s remuneration or incentive plan or to be otherwise transferred further, retained by the company as treasury shares, or cancelled, for example. The shares may be repurchased otherwise than in proposition to the existing shareholdings of the company as directed repurchases at the market price of the shares quoted on the trading venues where the company’s shares are traded or at the price otherwise established on the market at the time of the repurchase. The Board of Directors shall resolve on all other matters related to the repurchase of the company’s own shares, including on how the shares will be repurchased. The authorization is in force for 18 months from the close of the Annual General Meeting i.e. until 23 September 2023. This authorisation cancels the authorisation to repurchase the company’s shares granted to the Board of Directors by the Annual General Meeting on 25 March 2021.
Helsinki, 23 March 2022
RAPALA VMC CORPORATION
Nicolas Cederström Warchalowski
President and Chief Executive Officer
For further information, please contact:
General Counsel, Olli Aho, tel. +358 9 7562 540
Distribution: Nasdaq Helsinki and main media
About Rapala VMC Corporation
Rapala group is the world’s leading fishing tackle company and the global market leader in fishing lures, treble hooks and fishing related knives and tools. Group has a strong global position also in other fishing categories and Rapala’s distribution network is largest in the fishing industry. The main manufacturing facilities are in Finland, France, Estonia, Indonesia and the UK. Rapala group’s 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, Peltonen and 13 Fishing outside of the USA as well as Okuma in Europe and Russia. Group, with net sales of EUR 294 million in 2021, employs some 1 800 people in approximately 40 countries. Rapala VMC Corporation’s share is listed and traded on the Nasdaq Helsinki stock exchange since 1998.
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