Decisions of the Annual General Meeting of Basware Corporation
Basware Corporation, stock exchange release, March 18, 2021 at 11:45 a.m. EET
The Annual General Meeting of Basware Corporation was held today on March 18, 2021 under special arrangements in the company’s headquarters in Espoo, Finland. In order to limit the spread of the Covid-19 pandemic, the Annual General Meeting was held without shareholders’ or their proxy representatives’ presence at the meeting venue. Shareholders and their proxy representatives could participate in the meeting and exercise shareholder rights only by voting in advance and by making counterproposals and presenting questions in advance. The Annual General Meeting supported all the proposals presented to the meeting.
The Annual General Meeting adopted the annual accounts for the financial period ended on 31 December 2020. The remuneration report was approved, and the members of the Board of Directors as well as the CEO were discharged from liability for the financial period ended on 31 December 2020.
The Annual General Meeting resolved in accordance with the proposal of the Board of Directors that no dividend will be paid for the year 2020.
The Annual General Meeting decided the number of members of the Board of Directors to be six. Mr. Ilkka Sihvo, Mr. Michael Ingelög, Mr. Daryl Rolley and Ms. Minna Smedsten were re-elected as members of the Board of Directors, and Mr. Carl Farrell and Mr. Jonathan Meister were elected as new members.
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 a fixed annual remuneration as follows: members of the Board of Directors and committee members EUR 40,000 per year; Vice Chairperson of the Board of Directors EUR 50,000 per year; Chairpersons of Committees EUR 50,000 per year and Chairperson of the Board of Directors EUR 100,000 per year.
In addition, the chairpersons 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 three (3) hours but less than six (6) 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 six (6) hours, an additional remuneration of EUR 3,000 per attended meeting will be paid. In addition to above, an extra meeting fee of 1,500 EUR per meeting shall be paid to a member who participates to the meeting outside of office hours, more than 3 time zones from Helsinki time zone (Eastern European time zone, EET).
Out of the annual remuneration to be paid to the Board members, 50 percent 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 concerns Board members whose ownership of Basware Corporation is less than 10,000 shares and Chairperson and Vice Chairperson of the Board, whose ownership of Basware Corporation is less than 15,000 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 1,446,000 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 1,446,000 new shares may be issued and/or company's own shares held by the company may be conveyed (corresponding to approximately 10% of all shares in the company on the date of the notice to the meeting).
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 1,446,000 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 for 18 months.
Board of Directors
For more information, please contact:
Sami Takila, General Counsel, Basware Corporation
Tel. +358 40 194 7034, firstname.lastname@example.org
Basware offers the largest open business network in the world and is the global leader in providing networked purchase-to-pay solutions and e-invoicing services. Our technology empowers organisations 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). Find out more at https://investors.basware.com/en.