Notice of Basware Annual General Meeting
Notice of Basware Annual General Meeting
Basware Corporation's shareholders are summoned to the Annual General Meeting to be held on Thursday, February 14, 2008 starting at 14:00. The Annual General Meeting will take place at Kansallissali; address Aleksanterinkatu 44, Helsinki, Finland. The registration of shareholders starts at 13:00. The following matters will be on the agenda of the Annual General Meeting: 1. The matters to be handled at the Annual General Meeting pursuant to Article 13 of the Articles of Association 1. Presentation of the Financial Statements of the parent company as well as of the consolidated Financial Statements 2. Presentation of the Auditor's Report 3. Approval of the Income Statements and Balance Sheets 4. Resolution on any measures occasioned by the profit or loss shown in the approved balance sheet or consolidated balance sheet 5. Resolution on discharging the members of the Board of Directors and the Chief Executive Officer from liability 6. Resolution on the remuneration payable to the members of the Board of Directors and the auditors 7. Resolution on the number of members of the Board of Directors 8. Election of the members of the Board of Directors 9. Election of the regular Auditors and deputy auditors The Board's propositions to the matters to be handled at the Annual General Meeting pursuant to Article 13 of the Articles of Association Distribution of dividend The Board proposes to the Annual General Meeting that a dividend for 2007 of EUR 0.15 per share would be paid to the shareholders from the Group's distributable funds, totaling EUR 1 720 218.60 with the current amount of shares and that the remainder is carried forward to the retained earnings account. The dividend will be paid to those shareholders that on the record date of February 19, 2008 are registered in the Register of Shareholders held by the Finnish Central Securities Depository Ltd. The dividend will be paid on February 26, 2008. Remuneration of the Board of Directors The Board proposes to the Annual General Meeting that the remuneration of the members of the Board of Directors would be the following: • Members EUR 22 000 per year; • Deputy Chairman EUR 26 000 per year and • Chairman EUR 44 000 per year The remuneration is not paid to those members of the Board who hold a fulltime position at Basware. Additionally, all members of the Board are to be paid a meeting fee of EUR 275 per meeting. Annual remuneration will be paid in the following manner: those members of the Board whose share ownership of Basware Corp. is less than 5 000 shares, will be acquired Basware shares, publicly traded at Helsinki Stock Exchange, for the amount of 40 percent of the gross sum of the annual remuneration. The shares will be acquired as soon as possible after the closing of the Annual General Meeting. Election and compensation of the auditor The Board proposes to the Annual General Meeting that Ernst & Young Oy, Authorized Public Accountants, with APA Heikki Ilkka in charge would be elected as regular Auditor, and APA Terhi Mäkinen as the deputy auditor. The Board's proposal is that the compensation for auditing would be paid according to the proposed reasonable fee. Board's proposals to the Annual General Meeting 1 Proposal to authorize the Board to resolve on share issue The Board proposes to the Annual General Meeting that it would be authorized to resolve on the issuance of a maximum of 2 293 624 shares and on the conveying of a maximum of 1 146 812 shares in possession of the Company in one or more installments, either against pay or free of charge. The new shares would be issued and the Company's own shares conveyed either against payment or for free to the Company's shareholders in proportion to their holding or by means of a directed issue, deviating from the pre-emptive rights of the shareholders provided that from the Company's perspective there are important financial grounds for it, such as enabling business arrangements and company acquisitions, company's capital management, personnel incentive program or other reasons for developing the Company's business activities. The authorization would also include the right to grant warrants and other special rights, as specified in the Chapter 10, section 1 of the Companies Act, to receive new shares in the company or Basware shares held by the company against payment such that either the share subscription price will be paid in cash or the subscriber's receivables will be offset against the subscription price. The authorization would also include the right to resolve on a free issue to the Company itself. The amount of the shares issued to the Company can be a maximum of 1 146 812 shares, including shares acquired based on the authorization or the previously acquired own shares of the Company. The subscription prices of new shares and the sum paid for the own shares would be recorded in the fund for invested non-restricted equity. The authorization would be valid until March 31, 2009. 2 Proposal on the authorization of the Board to resolve on acquiring the Company's own shares The Board proposes to the Annual General Meeting that the Board would be authorized to resolve on the acquisition of a maximum of 1 146 812 own shares, pursuant to the Chapter 15, section 5 of the Companies Act. The new shares are acquired with invested non-restricted equity on the market price at the Helsinki Stock Exchange at the time of the acquisition. The shares can either be held by the Company, nullified or conveyed further. The authorization for acquisition is valid until March 31, 2009. 3 Proposal on the Decrease of Share Premium The Board proposes that the company share premium is decreased by EUR 33 057 787,45 for the purpose of transferring the decreased amount to the company's distributable equity. 4 Proposal on Amendments to Articles of Association The Board proposes that Articles 3 (Share Capital), 4 (Number of Shares) and 15 (Liability to Redeem Shares) would be cancelled and Articles 8 would be amended as follows: 8 § (new 6 §) Representation of the Company The right to represent the company shall be held by the Chairman of the Board of Directors and the Managing Director each acting severally, and by the members of the Board of Directors, acting two together. The Board of Directors may give the right to represent the company to persons employed by the company so that they each may act severally. Meeting documents Copies of the documents regarding Financial Statements and the Board's proposals including enclosures can be found as of February 4, 2008 at the Company headquarters at Linnoitustie 2, Cello building, 02600 Espoo, Finland. Copies of the documents will be sent to shareholders upon request and they are also available at the Annual General Meeting. Financial Statements will be published as part of Basware's Annual Report at www.Basware.com/annualreport not later than February 7, 2008. Right to participate and make initiatives In order to attend in the Annual General Meeting, the shareholder must register in Basware Corporation's Register of Shareholders held by Finnish Central Securities Depository Ltd no later than February 4, 2008. Each share entitles to one vote at the Annual General Meeting. The shareholders have the right to have a matter of their interest handled at the Annual General Meeting if the shareholder demands for that by letter to the Board no later than February 4, 2008. Prior notice of attendance Shareholders wishing to participate in the Annual General Meeting must give a prior notice to the Company by 16.00 on Wednesday, February 4, 2008 at the latest: - by letter to Basware Corporation, P.O. Box 97, 02601 Espoo, Finland - by phone to +358 9 8791 7316 / Hanne Grönlund - by fax to +358 9 8791 7297 or - by email to IR@Basware.com The written notice (letter, fax, email) should arrive at the Company before the above mentioned deadline. Possible proxies are requested to be delivered with the prior notices. In Espoo, January 28, 2008 BASWARE CORP. Board of Directors For more information, please contact: Chairman of the Board Hannu Vaajoensuu, Basware Corp., tel. +358 9 8791 7250 or +358 40 501 8250 BASWARE CORP. Hannu Vaajoensuu Distribution: Helsinki Stock Exchange Principal media