Nomination Board’s proposals to Basware’s Annual General Meeting 2018

Basware Corporation, stock exchange release, January 24, 2018 at 3.00pm

Nomination Board’s proposals to Basware’s Annual General Meeting 2018

The Nomination Board of Basware Corporation, consisting of Mr. Andrew Billett (representing Arrowgrass Capital Partners LLP, Chairman of the Nomination Board), Mrs Annika Ekman (representing Ilmarinen Mutual Pension Insurance Company), Mr. Ilkka Sihvo (major shareholder) and Mr. Hannu Vaajoensuu (Chairman of Basware’s Board of Directors), have submitted the following proposals to be included in the notice of the company’s Annual General Meeting of 2018: 

Proposal on the composition of Board of Directors

The Nomination Committee proposes that the number of members of the Board of Directors of Basware Corporation would be six (6).

The Nomination Committee proposes that Mr. Ilkka Sihvo, Mr. David Bateman, Mr. Michael Ingelög and Mrs. Tuija Soanjärvi would be re-elected as members of the Board of Directors. Additionally, the Nomination Committee proposes that Mr. Daryl Rolley and Mr. Asko Schrey would be elected as new members to the Board of Directors. The Board will elect its Chairman and Vice Chairman among the Board members as per the Charter of the Board of Directors. The current members of the Board of Directors Hannu Vaajoensuu and Anssi Vanjoki have announced the company that they will not be available for re-election.

Daryl Rolley, BS in Chemical Engineering and MBA, is Senior Vice President and Chief Commercial Officer of PRGX Global, Inc., a global provider of recovery audit and spend analytics services. Mr. Rolley has served in various senior leadership positions in the software industry, both globally and in the US, and has extensive experience from sales, marketing and technology. Prior to joining PRGX in 2017, Mr. Rolley served as Executive Vice President and Chief Revenue Officer of RealPage, Inc. From 2004 to 2012 Mr. Rolley was a senior member of the Ariba, Inc. management team.

Asko Schrey, MSc in Industrial Economics and LLM, is Chief Executive Officer and Member of the Board of Accountor Group, an accounting and HR service provider based in Finland, and one of the company’s co-founders. Schrey has served as the Chief Executive Officer of Accountor Group since 1999. Schrey has extensive experience from the financial services and technology industries, both as a private investor and Member of the Board.  

More information on the proposed Board members is available on the company’s investor site at www.basware.com/investors.

Proposal on Board of Directors’ remuneration

 The Nomination Board proposes to the General Meeting that the members of the Board of Directors to be elected for a term of office ending at the end of the next Annual General Meeting will be paid as follows: members of the Board of Directors and committee members EUR 31,350, the Vice Chairman of the Board of Directors and the Chairman of the Audit Committee EUR 36,480 and the Chairman of the Board of Directors EUR 62,700.

The Nomination Board proposes that the chairmen of the Board of Directors and its committees shall receive EUR 855 per attended meeting and members of the Board of Directors and its committees shall receive EUR 570 per attended meeting. The Nomination Board further proposes that a member of Board of Directors or a committee member, whose travel to the Board or committee meeting requires international travel time of over 6 hours but less than 12 hours, be paid an additional remuneration of EUR 1,000 per attended meeting. Similarly, should the travel time of a member of Board or committee member to attend a meeting involve intercontinental travel and exceed 12 hours, an additional remuneration of EUR 3,000 per attended meeting will be paid.

The Nomination Board furthermore proposes that out of the annual remuneration to be paid to the Board members, 40 per cent of total gross compensation amount will be used to purchase Basware Corporation’s shares at trading on regulated market organized by Nasdaq Helsinki Ltd. However, this only applies to Board members whose ownership of Basware Corporation is less than 5,000 shares. The purchase of shares will take place as soon as possible after the decision by the Annual General Meeting. Shares received as remuneration may not be sold or otherwise transferred during a period of two (2) years. This restriction does not concern persons who are no longer Board members. Travel expenses of the members of the Board of Directors are reimbursed in accordance with the company’s travel policy.

The Board of Directors of Basware Corporation will include these proposals into the notice of the Annual General Meeting of 2018. The Annual General Meeting is tentatively scheduled to be held on Thursday, March 15, 2018 in Helsinki, Finland. The Board of Directors will convene the meeting separately at a later date.

  
For more information:

Sami Takila, General Counsel, Basware Corporation
Tel. +358 40 194 7034, sami.takila@basware.com

Distribution:
Nasdaq Helsinki

Key media
www.basware.com/investors

About Basware:
Basware (Nasdaq: BAS1V) is the global leader in providing networked source-to-pay solutions, e-invoicing and value-added services. Basware’s commerce and financing network connects businesses in over 100 countries and territories around the globe. As the largest open business network in the world, Basware provides scale and reach for organizations of all sizes, enabling them to grow their business and unlock value across their operations by simplifying and streamlining financial processes. Small and large companies around the world achieve significant cost savings, more flexible payment terms, greater efficiencies and closer relationships with their suppliers. Find out more at http://investors.basware.com/en.

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