BASWARE CORP. STOCK EXCHANGE RELEASE FEBRUARY 26, 2007
BasWare Corporation's Annual General Meeting (AGM) held on February 26, 2007
adopted the income statement and balance sheet as well as the Group income
statement and Group balance sheet for 2006. The AGM also discharged the members
of the Board of Directors and CEO from liability for financial year 2006.
The Annual General Meeting resolved to distribute a dividend of EUR 0.15 per
share for 2006, 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 March 8,
2007 to shareholders registered in the company's Register of Shareholders held
by Finnish Central Securities Depository Ltd on the record date of March 1,
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
The AGM confirmed the number of Board member to be six. The current members
Asko Ahonen, Tom Bangemann, Kirsi Eräkangas, Ossi Pohjola, Antti Pöllänen and
Hannu Vaajoensuu were all re-elected to the Board of Directors.
The AGM further resolved to elect the current auditor Deloitte & Touche Oy,
Authorized Public Accountants, to continue as the auditor, with APA Mikael Paul
in charge, and APA Teppo Rantanen as the deputy auditor. The Auditor will be
paid according to the proposed reasonable fee.
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, 2008.
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, 2008.
Authorization to resolve on an extraordinary dividend distribution
The AGM authorized the Board to resolve on a dividend distribution pursuant to
the Chapter 13, section 6 of the Companies Act, totaling a maximum of EUR 1 000
000, distributed from the Company's distributable funds.
The authorization is in effect until the start of the following Annual General
The Annual General Meeting resolved to issue warrants to the key personnel of
BasWare Group and to a subsidiary wholly owned by BasWare Corp., according to
the attached terms and conditions.
The shareholders' pre-emptive rights for share subscription are deviated from
to grant warrants to the key personnel of BasWare Group, identified by the
Board of Directors and employed for the time being and not part time, to
increase their commitment and motivation. Part of the warrants are granted to a
subsidiary wholly owned by BasWare Corp. to be granted further to employees of
the Group or to persons recruited to the Company.
The shareholders' pre-emptive rights are deviated from because the warrants are
meant to be a part of the Group's incentive program and thus there are
important financial grounds for it from the Company's perspective.
The warrants are granted free of charge. The Board of Directors shall decide
upon the procedure and schedule of the approval of warrants. The warrants will
be granted to the Group's personnel and management according to the resolution
of the Board.
BasWare Corp. grants a maximum of 200 000 warrants of which 100 000 are marked
with letter D and 100 000 with letter E. The warrants will be issued in the
book-entry system. Each warrant entitles to a subscription of one (1) BasWare
The subscription price of the share will be recorded to EUR 0.30 in the share
capital of the Company and for the remainder in the fund for invested
non-restricted equity. BasWare's share capital can increase by a maximum of 200
000 new shares or EUR 60 000 based on the subscriptions.
The subscription period is
- warrant D April 1, 2009 - March 31, 2010,
- warrant E April 1, 2010 - March 31, 2011
The subscription prices correspond to
- for warrant D, the volume-weighted average share price of the Company in
January-March of 2007
- for warrant E, the volume-weighted average share price of the Company in
January-March of 2008
The portion of shares subscribed based on the now issued warrants totals a
maximum of 1.71% of the Company's shares and votes after the possible increase
in share capital.
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 Kirsi Eräkangas as vice
chairman of the Board. The Board further resolved that separate committees
would not be formed in 2007 since the extent of the company's business and the
size of the Board do not require preparation of matters in a smaller group of
directors than the Board.
For more information, please contact:
Chairman of the Board Hannu Vaajoensuu, BasWare Corp., tel. +358 40 501 8250
Helsinki Stock Exchange