Decisions of the Annual General Meeting of Basware Corporation

Basware Corporation, stock exchange release, June 4, 2020 at 2:00 pm EEST

The Annual General Meeting of Basware Corporation held on 4 June 2020 adopted the annual accounts for the financial period ended on 31 December 2019. The remuneration policy was adopted, and the members of the Board of Directors as well as the CEOs were discharged from liability for the financial period ended on 31 December 2019.

The Annual General Meeting resolved in accordance with the proposal of the Board of Directors that no dividend will be paid for the year 2019.

The Annual General Meeting decided the number of members of the Board of Directors to be five. Mr. Ilkka Sihvo, Mr. Michael Ingelög, Mr. Daryl Rolley and Mr. Asko Schrey were re-elected as members of the Board of Directors, and Ms. Minna Smedsten was elected as a new member.

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 for 18 months and it 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 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.

A total maximum of 260,000 (corresponding to approx. 1.8 % of company’s shares as at the date of the notice of the Annual General Meeting) new shares may be issued and/or company's own shares held by the company may be conveyed for the purposes of company’s incentive program, and in addition, a total maximum of 720,000 (corresponding to approx. 5 % of company’s shares as at the date of the notice of the Annual General Meeting) new shares may be issued and/or company's own shares held by the company may be conveyed for other purposes than company’s incentive program.

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.

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 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 for 18 months.

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:

https://investors.basware.com/en