Decisions of Rapala VMC Corporation’s Annual General Meeting and Organising Meeting of the Board of Directors
RAPALA VMC CORPORATION, Decisions of general meeting, April 18, 2023 at 4:00 p.m. EET
The Annual General Meeting (AGM) of Rapala VMC Corporation has on 18 April 2024 adopted the financial statement of the financial year 2023 and discharged the members of the Board of Directors and the CEO from liability for the financial year that ended on 31 December 2023. The AGM approved the remuneration report for governing bodies for the financial year 2023 and the remuneration policy for 2024-2027.
The AGM approved the Board of Director’s proposal, according to which no dividend be paid based on the adopted balance sheet for the financial year 2023.
The AGM approved that the Board of Directors consists of six members. Emmanuel Viellard, Julia Aubertin, Vesa Luhtanen and Alexander Rosenlew were re-elected as members of the Board of Directors and Pascal Lebard and Johan Berg were elected as new members. The AGM resolved that the annual fee paid to each Board member is EUR 25,000 and EUR 70,000 to the Chairman of the Board. Board members are paid EUR 1,000 per meeting for attendance at meetings of the Board and its committee.
In its organising meeting, the Board elected Emmanuel Viellard as Chairman of the Board.
Authorised Public Accountants Firm Deloitte Ltd was elected as the Company’s auditor. Deloitte Ltd will also carry out the assurance of the company’s sustainability reporting for the financial year 2024 in accordance with the transitional provision of the act amending the Limited Liability Companies Act (1252/2023) and will be imbursed for this task as per its invoice approved by the company.
The AGM authorised the Board of Directors to resolve in accordance with the proposal of the Board of Directors on the issuance of a maximum of 3,900,000 shares through a share issue or by issuing options and other special rights entitling to shares pursuant to chapter 10, section 1 of the Finnish Limited Liability Companies Act in one or several tranches. The proposed maximum number of shares corresponds to 10% of all shares in the Company. The authorisation can also be used for incentive arrangements for the Company’s management and key persons, however, no more than 900,000 shares in total may be granted for this purpose. The authorisation covers both the issuance of new shares and the transfer of treasury shares held by the Company, and the issuance may be carried out with or without payment. Under the authorisation, the Board of Directors may issue shares or options and other special rights entitling to shares also otherwise than in proportion to the shareholdings of the shareholders (directed share issue). The Board of Directors is entitled to resolve on all terms and conditions of share issues and the issue of option rights and other special rights entitling to shares. The authorisation is valid until 30 June 2025.
The AGM authorised the Board of Directors to resolve in accordance with the proposal of the Board of Directors to repurchase a maximum of 2,000,000 the Company’s own shares by using the Company’s unrestricted equity in one or several tranches. The proposed maximum number of shares corresponds to approximately 5.13% of the Company’s total number of shares. 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 or cancelled, for example. The shares may be repurchased otherwise than in proportion 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 authorisation is valid until 30 June 2025.
Helsinki, 18 April 2024
RAPALA VMC CORPORATION
Lars Ollberg
President and Chief Executive Officer
Further information:
Tuomo Leino, Investor Relations (tel. +358 9 7562 540)
About Rapala VMC Corporation
Rapala VMC 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. The group also has a strong global position in other fishing categories and Rapala VMC’s distribution network is largest in the fishing industry. The main manufacturing facilities are in Finland, France, Estonia, and the UK. Rapala VMC 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 as well as Okuma in Europe. The group, with net sales of EUR 222 million in 2023, employs some 1 400 people in approximately 40 countries. Rapala VMC Corporation’s share is listed and traded on the Nasdaq Helsinki stock exchange since 1998.
