Board’s Authorizations

Rapala VMC Corporation’s Annual General Meeting held on March 25, 2021, 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 approximately 5.1 per cent of the company’s registered total number of shares at the time of the proposal. 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, retained by the company as treasury shares, or cancelled, for example. The shares may be repurchased otherwise than in proposition 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 Board of Directors shall resolve on all other matters related to the repurchase of the company’s own shares, including on how the shares will be repurchased. The authorization is in force for 18 months from the close of the Annual General Meeting i.e. until 25 September 2022.

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

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 Section 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 3,900,000 shares corresponding at present to approximately 10 per cent of all current 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 25 September 2022.