Articles of Association

Valid from May 2, 2023

Translation from official document in Finnish

1 Trade name and domicile of the company

The trade name of the company is Rapala VMC Oyj and in English Rapala VMC Corporation. The domicile of the company is Asikkala.

2 Line of business of the company

The line of business of the company is the design, development, manufacture, marketing, distribution and sales of fishing lures and baits as well as that of other recreational accessories and equipment and products related to sports and outdoor activities. The company may also own and obtain shares and other securities and real property.

3 Book-entry system

The shares of the company are incorporated in the book-entry system.

4 Board of directors

The company has a board of directors consisting of at least five (5) and at most ten (10) members who are elected in the general shareholders’ meeting and their term of office lasts until the closing of the following general shareholders’ meeting. The board of directors elects one of its ordinary members chairman.

5 The president and ceo

The company has a President and CEO elected by the board of directors.

The company may have one or more Deputy CEO elected by the board of directors.

6 Signing of the company

The President and CEO and the Chairman of the Board of Directors, each alone, and two members of the Board of Directors jointly, are authorized to sign for and on behalf of the company.

The Board of Directors may authorize other specifically named persons to sign for and on behalf of the company either any two of them jointly, or any one of them together with a member of the Board of Directors or with the President and CEO.

7 Accounting period

The accounting period of the company begins on 1 January and ends on 31 December. The documents of the financial statements shall be prepared in good time and they shall be submitted to the auditors for the annual audit at least one (1) month prior to the general shareholders’ meeting.

8 Auditors

The Company has one (1) auditor. The auditor shall be an audit firm approved by the Patent and Registration Office with an authorized public accountant as auditor in charge. The auditor’s term ends at the end of the Annual General Meeting following their election.

9 Summons to the meetings and place of meeting

The summons to the shareholders’ meeting shall be published on the company´s website. The summons shall be published not earlier than three (3) months prior the meeting and not later than three (3) weeks prior the meeting and not later than nine (9) days prior to the record date of the shareholders’ meeting referred in the limited liability companies act. The shareholders’ meeting shall be held in the company´s place of domicile or in Helsinki.

In order to attend the shareholders’ meeting, each shareholder shall notify the company thereof by the date determined by the board of directors and indicated in the notice of general meeting, which date may be no earlier than ten (10) days before the meeting.

The general meeting shall be held in the company’s place of domicile or in Helsinki. The board of directors may also resolve on organising a general meeting without a meeting venue whereby the shareholders shall exercise their power of decision in full in real time during the meeting by means of telecommunication and other technical means (a remote meeting).

10 General shareholders’ meeting

At the general shareholders’ meeting, which shall be held before the end of June, the shareholders shall

be presented with

1. the financial statements of the company and the consolidated financial statements and the report by the Board of Directors;

2. the auditors’ report;

resolve on

3. the adoption of the financial statements of the company including the consolidated financial statements;

4. the use of the profits shown on the balance sheet;

5. the granting of discharge from liability of the members of the board of directors and the President and CEO;

6. the remunerations of the members of the board of directors and the auditors;

7. the number of the board of directors;

elect

8. the members of the board of directors;

9. the auditor and a deputy auditor if needed;

handle

10. other matters mentioned in the summons to the meeting.