Decisions of the Annual General Meeting of Basware Corporation
Basware Corporation, stock exchange release, February 15, 2013 at 07:00
Decisions of the Annual General Meeting of Basware Corporation The Annual General Meeting of Basware Corporation held on 14 February 2013 adopted the annual accounts for the financial period ended on 31 December 2012. The members of the Board of Directors as well as the CEO were discharged from liability for the financial period ended on 31 December 2012. The Annual General Meeting resolved in accordance with the proposal of the Board of Directors to distribute a dividend of EUR 0.23 per share for the year 2012. The record date for the dividend is 19 February 2013 and the dividend will be paid on 26 February 2013. The Annual General Meeting decided the number of members of the Board of Directors to be five. Mr. Hannu Vaajoensuu, Mr. Pentti Heikkinen, Mr. Ilkka Sihvo, Ms. Tuija Soanjärvi and Mr. Anssi Vanjoki were elected as members of the Board of Directors. The Annual General Meeting decided that the remuneration for the members of the Board of Directors will be paid as follows: members EUR 27,500 per annum, vice chairman EUR 32,000 per annum and chairman EUR 55,000 per annum. In addition each member shall receive EUR 340 per attended meeting. 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 OMX Helsinki Ltd. However, this only concerns 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 General Meeting. Shares received as remuneration may not be sold or otherwise transferred during a period of two years. The restriction does not concern persons who are no longer Board members. Ernst & Young Oy, Authorized Public Accountants organisation, was elected as the company's auditor. Ernst & Young Oy has advised that it will appoint Mr. Heikki Ilkka, Authorized Public Accountant, as the principally responsible auditor of the company. Resolution on the election of the auditor is conditional so that it will come into effect upon the registration of the resolution regarding the amendment of the Articles of Association. It was decided that the remuneration of the auditor is paid according to reasonable invoice. Amendment of the Articles of Association In accordance with the proposal of the Board of Directors, the Annual General Meeting resolved to amend the Articles of Association of the company as follows: Section 3 of the Articles of Association was amended to read as follows: 3. Book-entry securities system The company's shares are included in the book-entry securities system. Section 7 of the Articles of Association was amended to read as follows: 7. Auditor The Company shall have one (1) auditor, which must be an auditing firm authorized by the Central Chamber of Commerce. The term of the auditor shall end and the term of the new auditor shall begin at the end of the General Meeting of Shareholders deciding on the election of the new auditor. Section 11 of the Articles of Association was amended to read as follows: 11. Annual General Meeting of Shareholders The Annual General Meeting of Shareholders shall be held annually on a date determined by the Board of Directors within six (6) months of the end of the Company's financial year. The meeting shall be presented with: 1. the annual accounts and the report of the Board of Directors; 2. the auditor's report; decide on: 3. the adoption of the annual accounts; 4. the use of the profit shown on the balance sheet; 5. granting discharge from liability to the members of the Board of Directors and to the Chief Executive Officer; 6. the remuneration of the members of the Board of Directors and the auditor and their travel expense compensations; 7. the number of members of the Board of Directors; elect: 8. the members of the Board of Directors; 9. the auditor; deal with: 10. any other matters mentioned in the summons to the meeting; Authorizing the Board of Directors to decide on the repurchase of the company's own shares The Annual General Meeting decided to authorize the Board of Directors to decide on repurchase of company's own shares in accordance with the proposal of the Board of Directors. By virtue of the authorization, the Board of Directors is entitled to decide on repurchasing a maximum of 1,290,000 company's own 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 OMX 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 OMX Helsinki Ltd and Euroclear Finland Ltd. 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. 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 2014. 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 Annual General Meeting decided to authorize the Board of Directors to decide on issuing new shares and/or conveying the company's own shares held by the company and/or granting special rights entitling to shares pursuant to Chapter 10, Section 1 of the Finnish Companies Act in accordance with the proposal of the Board of Directors. 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. 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. Based on the authorization, the Board of Directors may decide to issue a maximum of 2,580,000 new shares and convey a maximum of 1,372,708 of the company's own shares held by the company. 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 1,290,000 shares. 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. 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. The Board of Directors shall decide on all other terms and conditions related to the authorizations. The authorizations shall be valid until 30 June 2014. 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 the Chairman and Ilkka Sihvo as the Vice Chairman of the Board. BASWARE CORPORATION Board of Directors For more information, please contact: Hannu Vaajoensuu, Chairman of the Board, Basware Corporation Tel. +358 40 501 8250 Distribution: NASDAQ OMX Helsinki Ltd Main media www.basware.com