RAPALA VMC CORPORATION - NOTICE TO CONVENE THE ANNUAL GENERAL MEETING
Comunicato Precedente
Comunicato Successivo
Rapala VMC Corporation
Stock Exchange Release
March 14, 2013 at 5:00 p.m.
The shareholders of Rapala VMC Corporation are invited to the Annual General Meeting to be held on April 11, 2013 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 2012
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 2012. Dividends will be paid to shareholders who are registered in the list of shareholders kept by Euroclear Finland Ltd on the dividend record date, April 16, 2013. The date of payment of dividends is April 23, 2013.
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 51 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 51 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 51 per cent of the company's shares and votes have announced that they will propose that the current board members Emmanuel Viellard, Jorma Kasslin, Eero Makkonen, Jan-Henrik Schauman, Christophe Viellard, 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 Authorized 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 authorize 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 authorization be effective until the end of the next Annual General Meeting.
16. 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 Financial Statements, 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.rapalavmc.com. 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 April 25, 2013.
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 March 28, 2013. 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 April,4 2013 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 [email protected]. 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 by April 4, 2013 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 745 240 own shares.
RAPALA VMC CORPORATION
Board of Directors
For further information:
Olli Aho, Company Counsel and Investor Relations, tel. +358 9 7562 540
Distribution: NASDAQ OMX 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 291 million in 2012, employs some 2 000 people in 38 countries. Rapala VMC Corporation's share is listed and traded on the NASDAQ OMX Helsinki stock exchange since 1998.
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