Board's Authorizations and Own Shares

Rapala VMC Corporation's Annual General Meeting held on March 26, 2020, has authorized the Board of Directors to decide on the following matters:

Share Repurchases

The AGM authorized 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 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 Helsinki Oy at the market price of the acquisition date. The shares will be acquired and paid in pursuance of the rules of NASDAQ Helsinki Oy and applicable rules regarding the payment period and other terms of the payment. The authorization is in force until the end of the next Annual General Meeting, however, no longer than until June 30, 2021.

Rapala VMC Corporation's Annual General Meeting held on March 29, 2018, has authorized the Board of Directors to decide on the following matters:

Authorization to decide on the issuance of shares as well as the issuance of special rights entitling to shares

In accordance with the Board of Directors' proposal, the AGM authorized the Board of Directors to decide on a share issue and the issue of special rights entitling to shares as defined in §1 of Chapter 10 of the Companies Act, against or without consideration, as follows. By virtue of the authorization the Board is entitled to issue up to 5 000 000 shares corresponding to approximately 12.8 per cent of all current shares. Except for issuing of option rights or special rights entitling to 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 decide 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 March 29, 2021.

Own Shares

Summary of quarterly acquisitions, issuance or retirement of own shares and average prices of transactions is shown in the table below.

Up to date and daily information on transactions in own shares are available in Stock Exchange Releases.

QuarterNumber of shares
acquired

Number of shares issued or retired

Average
Price
Total Number of
Own Shares,
End of Period
Q3 2019 -225 000 - 452 208
Q1 2016 37 537 4.29 677 208
Q1 2015 32 864 5.23 639 671
Q4 2014 100 000 4.98 606 807
Q3 2014 15 521 5.10 506 807
Q2 2014 25 879 5.51 491 286
Q2 2014 -468 449 5.09 465 407
Q1 2014 26 548 5.30 933 856
Q4 2013 33 570 5.15 907 308
Q3 2013 60 062 4.93 873 738
Q2 2013 48 939 4.80 813 676
Q1 2013 63 337 4.77 764 737
Q4 2012 100 000 4.86 701 400
Q3 2012 38 165 5.00 601 400
Q1 2012 11 178 6.01 563 235
Q4 2011 11 859 5.46 552 057
Q4 2010 37 198 6.28 540 198
Q3 2010 62 606 5.81 503 000
Q2 2010 72 250 5.52 440 394
Q1 2010 27 800 5.26 368 144
Q4 2009 18 477 4.80 340 344
Q3 2009 99 931 4.27 321 867
Q1 2009 9 271 3.82 221 936
Q3 2008 89 465 3.54 212 665
Q3 2008 60 834 4.32 123 200
Q2 2008 62 366 4.37 62 366