Decisions of the Annual General Meeting of Basware Corporation

Basware Corporation, stock exchange release, March 14, 2019 at 12:15 pm EET

The Annual General Meeting of Basware Corporation held on March 14, 2019 adopted the annual accounts for the financial period ended on December 31, 2018. The members of the Board of Directors as well as the CEO were discharged from liability for the financial period ended on December 31, 2018.

The Annual General Meeting resolved in accordance with the proposal of the Board of Directors that no dividend will be paid for the year 2018.

The Annual General Meeting decided the number of members of the Board of Directors to be six. Mr. Ilkka Sihvo, Mr. David Bateman, Mr. Michael Ingelög, Mr. Daryl Rolley, Mr. Asko Schrey and Mrs. Tuija Soanjärvi were re-elected as members of the Board of Directors.

The Annual General Meeting decided that the members of the Board of Directors elected for a term of office ending at the end of the next Annual General Meeting will be paid annual remuneration as follows: members of the Board of Directors and committee members EUR 31,350, the Vice Chairman of the Board of Directors and the Chairmen of the Board Committees EUR 36,480 and the Chairman of the Board of Directors EUR 62,700.

In addition, 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. Further, 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, shall 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.

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.

Ernst & Young Oy, Authorized Public Accounting Firm, was elected 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. It was decided that the remuneration of the auditor is paid according to reasonable invoice and that travel expenses of the auditor are reimbursed in accordance with the company’s travel policy.

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 1,420,000 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 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. 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 June 30, 2020 and shall revoke the previous authorizations for repurchasing the company’s own shares.

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 withdraw its proposal regarding the matter, and thus, the matter was not handled at the Annual General Meeting.

BASWARE CORPORATION
Board of Directors

For more information, please contact:

Sami Takila, General Counsel, Basware Corporation

Tel. +358 40 194 7034, sami.takila@basware.com

Distribution:
Nasdaq Helsinki
Main media
investors.basware.com/en

About Basware:

Basware offers the largest open business network in the world and is the global leader in providing networked purchase-to-pay solutions, e-invoicing and innovative financing services. Our technology empowers organizations with 100% spend visibility by enabling the capture of all financial data across procurement, finance, accounts payable and accounts receivable functions. Basware is a global company doing business in more than 100 countries and is traded on the Helsinki exchange (BAS1V: HE).

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More information about Basware is available at www.basware.com.