Board’s Authorizations

Rapala VMC Corporation’s Annual General Meeting held on March 29, 2023, has authorized the Board of Directors to decide on the following matters:

Share repurchases

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 29 September 2024.

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

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 29 September 2024.