Rapala VMC Oyj — Proxy Solicitation & Information Statement 2011

Mar 14, 2011

NOTICE TO CONVENE THE ANNUAL GENERAL MEETING

NOTICE TO CONVENE THE ANNUAL GENERAL MEETING

Rapala VMC Corporation
Stock Exchange Release
March 14, 2011 at 9.00 a.m.

The shareholders of Rapala VMC Corporation are invited to the Annual General
Meeting to be held on 5 April 2011 at 12.00 a.m. at the address Arabiankatu 12,
FI-00560 Helsinki, Finland.

A. Matters on the Agenda of the Annual General Meeting

1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinize the minutes and to supervise the counting
   of votes
4. Recording the legality of the meeting
5. Adoption of the list of votes
6. Presentation of the annual accounts, the report of the Board of Directors
   and the Auditor's report for the year 2010

7. Adoption of the annual accounts

8. Resolution on the use of the profit shown on the balance sheet and the
   payment of dividend
   The Board of Directors proposes that a dividend of EUR 0.23 per share be paid on
   the basis of the adopted balance sheet for the financial year 2010. Dividends
   will be paid to shareholders who are registered in the list of shareholders kept
   by Euroclear Finland Ltd on the dividend record date, 8 April 2011. The date of
   payment of dividends is 15 April 2011.

9. Resolution on the discharge of the members of the Board of Directors and
   the CEO from liability

10. Resolution on the remuneration of the members of the Board of Directors
    Shareholders who represent approximately 49 per cent of the shares and votes
    have announced that they will propose that the annual fees of the Board Members
    be EUR 45,000 and EUR 100,000 to the Chairman.

11. Resolution on the number of members of the Board of Directors
    Shareholders who represent approximately 49 per cent of the company's shares and
    votes have announced that they will propose that the number of the board members
    be seven.

12. Election of members of the Board of Directors
    Shareholders who represent approximately 49 per cent of the company's shares and
    votes have announced that they will propose that the current board members
    Emmanuel Viellard, Christophe Viellard, Eero Makkonen, Jan-Henrik Schauman,
    Jorma Kasslin and Marc Speeckaert be re-elected and Isabelle de Bardies elected
    and as a new board member for a term until the end of the next Annual General
    Meeting. Of the current members William Ng is not available for re-election. The
    CV of Isabelle de Bardies is available at the company's websitewww.rapala.com.

13. Resolution on the remuneration of the Auditor
    The Board of Directors proposes that the reimbursements to the Auditor be paid
    on the basis of invoicing.

14. Election of Auditor
    The Board of Directors proposes that Ernst & Young Oy, corporation of Authorised
    Public Accountants, be appointed as the company's Auditor for a term until the
    end of the next Annual General Meeting.

15. Authorizing the Board of Directors to decide on the repurchase of the
    company's own shares
    The Board of Directors proposes that the Annual General Meeting shall authorise
    the Board of Directors to resolve on the acquisition of up to 2,000,000 own
    shares by using funds in the unrestricted equity taking into account, however,
    the provisions of the Finnish Companies Act on the maximum amount of own shares
    held by a company. 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 OMX Helsinki Oy at the market price of the
    acquisition date. The shares will be acquired and paid in pursuance of the rules
    of NASDAQ OMX Helsinki Oy and applicable rules regarding the payment period and
    other terms of the payment. It is proposed that the authorisation be effective
    until the end of the next Annual General Meeting.

16. Closing of the meeting

B. Documents of the Annual General Meeting

The proposals of the Board of Directors relating to the agenda of the Annual
General Meeting, this notice as well as Rapala VMC Corporation's Annual Report,
including the company's annual accounts, the report of the Board of Directors
and the Auditor's report, are available on Rapala VMC Corporation's website at
www.rapala.com 14 March 2011. The proposals of the Board of Directors and the
annual accounts are also available at the meeting. Copies of the proposals of
the Board of Directors and of this notice will be sent to shareholders upon
request. The minutes of the meeting will be available on the above-mentioned
website as from 19 April 2011.

C. Instructions for the participants in the Annual General Meeting

1. The right to participate and registration
   The right to attend and vote at the Annual General Meeting is afforded to a
   shareholder who has been entered as a shareholder in the list of shareholders
   kept by Euroclear Finland Ltd by 24 March 2011. A shareholder, whose shares are
   registered on his/her personal Finnish book-entry account, is registered in the
   shareholder register of the company.

A shareholder who wishes to participate in the Annual General Meeting shall
register for the meeting no later than 31 March 2011 by 4 p.m. either in writing
to the address Rapala VMC Corporation, Arabiankatu 12, FI-00560 Helsinki,
Finland, by telephone on the number +358 9 7562 5436 / Susanne Leppänen, or by
e-mail to susanne.leppanen@rapala.fi. In connection with the registration, a
shareholder shall notify his/her name, address, telephone number and the name of
a possible assistant or proxy representative. The registration shall arrive
before the registration deadline.

Pursuant to chapter 5, section 25 of the Finnish Companies Act, a shareholder
who is present at the Annual General Meeting has the right to request
information with respect to the matters to be considered at the meeting.

1. Proxy representative and powers of attorney
   A shareholder may participate in the Annual General Meeting and exercise his/her
   rights at the meeting by way of proxy representation. A shareholder may have
   several proxy representatives, who represent the shareholder with shares booked
   on different book-entry accounts. In such case the shares represented by each
   proxy representative shall be notified in connection with the registration. A
   proxy representative shall produce a dated proxy document or otherwise in a
   reliable manner demonstrate his/her right to represent the shareholder at the
   meeting. Possible proxy documents should be delivered in originals to Rapala VMC
   Corporation, Arabiankatu 12, FI-00560 Helsinki, Finland, by the end of the
   registration period.

2. Holders of nominee registered shares
   A holder of nominee registered shares and wishing to participate in the Annual
   General Meeting shall be temporarily registered into the shareholders' register
   of the company kept by Euroclear Finland Ltd 31 March 2011 by 10.00 a.m. A
   holder of nominee registered shares is advised to request without delay
   necessary instructions regarding the registration in the shareholders' register,
   the issuing of proxy documents and registration for the Annual General Meting
   from his/her custodian bank.

Other instructions and information

On the date of this notice to the Annual General Meeting, the total number of
shares and votes in Rapala VMC Corporation is 39,468,449.

Lahti, 12 March 2011

RAPALA VMC CORPORATION
Board of Directors

For further information, please contact Olli Aho, Company Counsel, tel:
+358 9 7562 540

Distribution: NASDAQ OMX Helsinki and main media

Rapala VMC Corporation (Rapala) is a leading fishing tackle company and the
global market leader in fishing lures, treble hooks and fishing related knives
and tools. The Group also has a strong global position in other fishing
categories and it is one of the leading distributors of outdoor, hunting and
winter sport products in the Nordic countries. The Group has the largest
distribution network in the industry. The main manufacturing facilities are
located in Finland, France, Estonia, Russia, China and the UK. The Group brand
portfolio includes the leading brand in the industry, Rapala, and other global
brands like VMC, Sufix, Storm, Blue Fox, Luhr Jensen, Williamson, Dynamite
Baits, Marttiini and Peltonen. The Group, with net sales of EUR 269 million in
2010, employs more than 2 000 people in 33 countries. Rapala's share is listed
and traded on the NASDAQ OMX Helsinki stock exchange since 1998.

[HUG#1496417]

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