Notice to the Annual General Meeting of Basware Corporation
Basware Corporation, stock exchange release, February 2, 2018 at 08.50am
Notice to the Annual General Meeting of Basware Corporation
Notice is given to the shareholders of Basware Corporation to the Annual General Meeting to be held on Thursday, 15 March, 2018 at 1:00 PM in Helsinki, at Astoria hall, at the address of Iso Roobertinkatu 14, 00120 Helsinki, Finland. The reception of persons who have registered for the meeting and the coffee service will commence at 12:00 noon.
A. Matters on the agenda of the General Meeting
1. Opening of the meeting
2. Calling the meeting to order
3. Election of a person to scrutinize the minutes and persons to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance and 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 2017
- Review by the CEO
- Presentation of the activities of the Board of Directors
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 to the Annual General Meeting that no dividend would be paid for the year 2017.
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
The shareholders’ 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.
11. Resolution on the number of members of the Board of Directors
The Nomination Board proposes that the number of members of the Board of Directors of Basware Corporation would be six (6).
12. Election of members of the Board of Directors
The Nomination Board 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 Board 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.
13. Resolution on the remuneration of the auditor
The Board of Directors proposes, on the recommendation of Board’s Audit Committee, to the General Meeting that the remuneration of the auditor elected is paid according to reasonable invoice and that travel expenses of the auditor are reimbursed in accordance with the company's travel policy.
14. Election of auditor
The Board of Directors proposes, on the recommendation of Board’s Audit Committee, to the General Meeting the election of Ernst & Young Oy, Authorized Public Accounting Firm, as the company's auditor. Ernst & Young Oy has advised that it will appoint Ms Terhi Mäkinen, Authorized Public Accountant, as the principally responsible auditor of the company.
The recommendation of the Board’s Audit Committee is based on the competitive procurement process of the company’s audit in accordance with the EU Audit Regulation. As a result of the competitive procurement process, the company received offers from two Authorized Public Accounting Firms. The Committee comprehensively assessed the received offers against the predefined selection criteria. In addition to the knowledge and competences, the Committee has considered the quality and expense risk related to the change of the auditor and, on the other hand, the integrity of the auditor. According to the evaluation of the Audit Committee, of the tenderers Ernst & Young Oy best fulfils the selection criteria that had been determined in advance.
15. Authorizing the Board of Directors to decide on the repurchase of the company's own shares
The Board of Directors proposes to the General Meeting that the Board of Directors be authorized to decide on the repurchase of the company's own shares (Repurchase Authorization) on the following terms and conditions:
a) Maximum number of shares to be repurchased
By virtue of the authorization, the Board of Directors is entitled to decide on repurchasing a maximum of 1,420,000 company's own shares.
b) Directed repurchase and consideration to be paid for shares
The company's own shares shall be repurchased otherwise than in proportion to the holdings of the shareholders by using the non-restricted equity through trading on regulated market organized by Nasdaq Helsinki Ltd at the market price prevailing at the time of acquisition.
The shares shall be repurchased and paid for in accordance with the rules of Nasdaq Helsinki Ltd and Euroclear Finland Ltd.
c) Holding, cancelling and conveying of shares
The shares shall be repurchased for use as consideration in possible acquisitions or other arrangements related to the company's business, as financing for investments or as part of the company's incentive program or to be held by the company, to be conveyed by other means or to be cancelled.
d) Other terms and validity
The Board of Directors shall decide on other terms and conditions related to the repurchase of the company's own shares.
The Repurchase Authorization shall be valid until 30 June, 2019. The Repurchase Authorization shall revoke the previous authorizations for repurchasing the company's own shares.
16. Authorizing the Board of Directors to decide on share issue as well as on the issuance of options and other special rights entitling to shares
The Board of Directors proposes to the General Meeting that the Board of Directors be authorized to decide on
(i) Issuing new shares and/or
(ii) Conveying the company's own shares held by the company and/or
(iii) Granting special rights entitling to shares pursuant to Chapter 10, Section 1 of the Finnish Companies Act, on the following terms and conditions:
a) Right to the shares
New shares may be issued and the company's own shares may be conveyed:
- to the company's shareholders in proportion to their current shareholdings in the company; or
- by waiving the shareholder's pre-emption right, through a directed share issue if the company has a weighty financial reason to do so, such as using the shares as consideration in possible acquisitions or other arrangements related to the company's business, as financing for investments or as part of the company's incentive program.
The new shares may also be issued in a free share issue to the company itself.
b) Share issue against payment and for free
New shares may be issued and the company's own shares held by the company may be conveyed either against payment or for free. A directed share issue may be free only if there is an especially weighty financial reason both for the company and with regard to the interests of all shareholders in the company.
c) Maximum number of shares
A maximum of 2,840,000 new shares may be issued.
A maximum of 1,457,085 of the company's own shares held by the company may be conveyed.
The number of shares to be issued to the company itself together with the shares repurchased by the company on basis of the repurchase authorization shall be at the maximum of 1,420,000 shares.
d) Granting of special rights
The Board of Directors may grant special rights referred to in Chapter 10, Section 1 of the Finnish Companies Act, which carry the right to receive, against payment, new shares of the company or the company's own shares held by the company. The right may also be granted to the company's creditor in such a manner that the right is granted on a condition that the creditor's receivable is used to set off the subscription price (convertible bond).
The maximum number of new shares that may be subscribed by virtue of the special rights granted by the company is in total 1,000,000 shares which number shall be included in the maximum number of new shares stated above in section c.
e) Recording of the subscription price
The subscription price of the new shares and the consideration payable for the company's own shares shall be recorded under the invested non-restricted equity fund.
f) Other terms and validity
The Board of Directors shall decide on all other terms and conditions related to the authorizations.
The authorizations shall be valid until 30 June, 2019. The authorization shall revoke the previous authorizations for share issues and granting of stock options and other special rights entitling to shares.
17. Closing of the meeting
B. Documents of the General Meeting
The proposals for the decisions on the matters on the agenda of the General Meeting as well as this notice are available on Basware Corporation's investor webpages at http://investors.basware.com/en. The documents related to the annual accounts of Basware Corporation are available on the investor webpages on 22 February, 2018 at the latest. The proposals for the decisions and documents related to the annual accounts are also available at the General Meeting. The minutes of the General Meeting will be available on the investor webpages on 29 March, 2018 at the latest.
C. Instructions for the participants in the General Meeting
1. Shareholders registered in the shareholders' register
Each shareholder, who is registered on 5 March, 2018 in the shareholders' register of the company held by Euroclear Finland Ltd, has the right to participate in the General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders' register of the company.
A shareholder, who wishes to participate in the General Meeting, shall register for the meeting no later than 4:00 PM (Finnish time) on 7 March, 2018 by giving a prior notice of participation to the company. Such notice can be given:
a. at Basware's investor webpages http://investors.basware.com/en;
b. by telephone at +358 20 770 6867 on weekdays between 9:00 AM and 4:00 PM; or
c. by regular mail to Basware Corporation, Annual General Meeting 2018, P.O. Box 97, 02601 Espoo, Finland.
In connection with the registration, a shareholder shall notify his/her name, personal identification number / company identification number, address, telephone number and the name of a possible proxy representative or assistant and the personal identification number of the proxy representative. The personal data given to Basware Corporation is used only in connection with the General Meeting and with the processing of related registrations.
2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the General Meeting by virtue of such shares, based on which he/she on 5 March, 2018 would be entitled to be registered in the shareholders' register of the company held by Euroclear Finland Ltd. The right to participate in the Annual General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily registered into the shareholders' register held by Euroclear Finland Ltd at the latest by 12 March, 2018 by 10:00 AM. As regards nominee registered shares this constitutes due registration for the General Meeting.
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the temporary registration in the shareholders' register of the company, the issuing of proxy documents and registration for the General Meeting from his/her custodian bank. The account manager of the custodian bank has to register a holder of nominee registered shares, who wants to participate in the Annual General Meeting, temporarily into the shareholders' register of the company at the latest by the time stated above.
3. Proxy representative and powers of attorney
A shareholder may participate in the General Meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder. When a shareholder participates in the General Meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting.
Possible proxy documents should be delivered before the last date for registration in originals to above-mentioned address or in electronic format (e.g. PDF) to address firstname.lastname@example.org.
4. Other information
Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder who is present at the General Meeting has the right to request information with respect to the matters to be considered at the meeting.
On the date of this notice to the General Meeting, the total number of shares and votes in Basware Corporation is 14,401,936.
In Espoo, Finland on February 1, 2018
Board of Directors
For more information, please contact:
Sami Takila, General Counsel, Basware Corporation
Tel. +358 40 194 7034, email@example.com
Nasdaq Helsinki Ltd