Resolutions of Basware Annual General Meeting
BASWARE CORP. STOCK EXCHANGE RELEASE FEBRUARY 14, 2008
Basware Corporation's Annual General Meeting (AGM) held on February 14, 2008 adopted the income statement and balance sheet as well as the Group income statement and Group balance sheet for 2007. The AGM also discharged the members of the Board of Directors and CEO from liability for financial year 2007. The Annual General Meeting resolved to distribute a dividend of EUR 0.15 per share for 2007, a total of EUR 1 720 218.60 with the current number of shares, as proposed by the Board of Directors. The remainder was resolved to carry forward to the retained earnings account. The dividend will be paid on February 26, 2008 to shareholders registered in the company's Register of Shareholders held by Finnish Central Securities Depository Ltd on the record date of February 19, 2008. The Annual General Meeting resolved to compensate the members of the Board according to 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 paid a meeting fee of EUR 275 per meeting. Annual remuneration is 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. The AGM confirmed the number of Board member to be five. Matti Copeland, Sakari Perttunen, Ossi Pohjola, Ilkka Toivola and Hannu Vaajoensuu were elected to the Board of Directors. The AGM further resolved to elect Ernst & Young Oy, Authorized Public Accountants, to act as the auditor, with APA Heikki Ilkka in charge, and APA Terhi Mäkinen as the deputy auditor. The Auditor will be paid according to the proposed reasonable fee. Board's Authorizations Authorization to resolve on share issue The Annual General Meeting authorized the Board 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 can 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 also includes 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 also includes 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 will be recorded in the fund for invested non-restricted equity. The authorization is valid until March 31, 2009. Authorization to resolve on acquiring the Company's own shares The AGM authorized the Board 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. Decision on the Decrease of Share Premium The AGM authorized the company share premium to be decreased by EUR 33 057 787,45 for the purpose of transferring the decreased amount to the company's distributable equity. Resolution on Amendments to Articles of Association The AGM authorized to cancel Articles 3 (Share Capital), 4 (Number of Shares) and 15 (Liability to Redeem Shares) and to amend Articles 8 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. First meeting of the Board of Directors In its first meeting held after the Annual General Meeting, the Board of Directors elected Hannu Vaajoensuu as chairman and Sakari Perttunen as vice chairman of the Board. BASWARE CORP. Hannu Vaajoensuu For more information, please contact: Chairman of the Board Hannu Vaajoensuu, Basware Corp., tel. +358 40 501 8250 Distribution: Helsinki Stock Exchange Principal media www.Basware.com