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.