In This Article:
RAPALA VMC CORPORATION, Decisions of general meeting, May 8, 2025 at 4:00 p.m. EET
The Annual General Meeting (AGM) of Rapala VMC Corporation has on 8 May 2025 adopted the financial statement of the financial year 2024 and discharged the members of the Board of Directors, the CEO and the deputy CEO from liability for the financial year that ended on 31 December 2024. The AGM approved the remuneration report for governing bodies for the financial year 2024.
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 2024.
The AGM approved that the Board of Directors consists of six members. Emmanuel Viellard, Julia Aubertin, Vesa Luhtanen, Alexander Rosenlew, Johan Berg and Pascal Lebard were re-elected as members of the Board of Directors. 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 Alexander Rosenlew as Chairman of the Board.
Authorised Public Accountants Firm Deloitte Ltd was elected as the company’s auditor. Deloitte Ltd has informed that Authorized Public Accountant and Authorized Sustainability Auditor Jenny Lindvall will be the principal auditor. The auditor’s fee shall be paid according to the approved invoice.
The sustainability audit firm Deloitte Ltd was elected as the company’s sustainability reporting assurer. Deloitte Ltd has informed that Authorized Public Accountant and Authorized Sustainability Auditor Jenny Lindvall will be the principal sustainability reporting assurer. The sustainability reporting assurer’s fee shall be paid according to the approved invoice.
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 2026.