Notice to the Annual General Meeting of Basware Corporation
Basware Corporation, stock exchange release, January 24, 2014 at 07:00
Notice to the Annual General Meeting of Basware Corporation
Notice is given to the shareholders of Basware Corporation to the Annual General
Meeting to be held on Friday, 14 February, 2014 at 10:00 AM at the Union Square
auditorium of Tapahtumatalo Bank in Unioninkatu 22, Finland. The reception of
persons who have registered for the meeting will commence at 9:00 AM.
A. Matters on the agenda of the General Meeting
1. Opening of the meeting
2. Calling the meeting to order
3. Election of a person to scrutinize the minutes and persons to
supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the list of votes
6. Presentation of the annual accounts, the report of the Board of
Directors and the auditor's report for the year 2013
· Review by the CEO
· Presentation of the activities of the Board of Directors
7. Adoption of the annual accounts
8. Resolution on the use of the profit shown on the balance sheet and
the payment of dividend
The Board of Directors proposes to the Annual General Meeting that a dividend of
EUR 0.23 per share be paid for the year of 2013. The dividend decided by the
Annual General Meeting will be paid to shareholders registered on 19 February,
2014 in the company's shareholder register maintained by Euroclear Finland Ltd.
The Board of Directors proposes to the General Meeting that the dividend be paid
on 26 February, 2014.
9. Resolution on the discharge of the members of the Board of
Directors and the CEO from liability
10. Resolution on the remuneration of the members of the Board of
Directors
The shareholders representing more than 30 % of the shares and votes in the
company have notified the Board of Directors that they will propose to the
General Meeting that the remuneration for the members of the Board of Directors
would remain unchanged and as a result would be 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. 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.
11. Resolution on the number of members of the Board of Directors
The shareholders representing more than 30 % of the shares and votes in the
company have notified the Board of Directors that they will propose to the
General Meeting that for the next term of office the number of the members of
Board of Directors shall be five (5).
12. Election of members of the Board of Directors
The shareholders representing more than 30 % of the shares and votes in the
company have notified the Board of Directors that they will propose to the
General Meeting that Hannu Vaajoensuu, Pentti Heikkinen, Ilkka Sihvo, Anssi
Vanjoki and Tuija Soanjärvi be re-elected as members of the Board of Directors.
Of the above-mentioned persons proposed as the members of the Board of Directors
Pentti Heikkinen, Tuija Soanjärvi and Anssi Vanjoki are independent of the
company and of its significant shareholders.
13. Resolution on the remuneration of the auditor
The Board of Directors proposes to the General Meeting that the remuneration of
the auditor elected is paid according to reasonable invoice and that travel
expenses of the auditor are reimbursed in accordance with the company's travel
policy.
14. Election of auditor
The Board of Directors proposes to the General Meeting the election of Ernst &
Young Oy, Authorized Public Accountants organisation, 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.
15. Authorizing the Board of Directors to decide on the repurchase of
the company's own shares
The Board of Directors proposes to the General Meeting that the Board of
Directors be authorized to decide on the repurchase of the company's own shares
(Repurchase Authorization) on the following terms and conditions:
a) Maximum number of shares to be repurchased
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.
b) Directed repurchase and consideration to be paid for 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.
c) Holding, cancelling and conveying of shares
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.
d) Other terms and validity
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, 2015. The Repurchase
Authorization shall revoke the previous authorizations for repurchasing the
company's own shares.
16. 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 proposes to the General Meeting that the Board of
Directors be authorized to decide on
(i) Issuing new shares and/or
(ii) Conveying the company's own shares held by the company
and/or
(iii) Granting special rights entitling to shares pursuant to
Chapter 10, Section 1 of the Finnish Companies Act, on the following terms and
conditions:
a) Right to the shares
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.
b) Share issue against payment and for free
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.
c) Maximum number of shares
A maximum of 2,580,000 new shares may be issued.
A maximum of 1,365,815 of the company's own shares held by the company may be
conveyed.
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.
d) Granting of special rights
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 in section c.
e) Recording of the subscription price
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.
f) Other terms and validity
The Board of Directors shall decide on all other terms and conditions related to
the authorizations.
The authorizations shall be valid until 30 June, 2015. The authorization shall
revoke the previous authorizations for share issues and granting of stock
options and other special rights entitling to shares.
17. Closing of the meeting
B. Documents of the General Meeting
The proposals for the decisions on the matters on the agenda of the General
Meeting as well as this notice are available on Basware Corporation's investor
webpages at www.basware.com/annual-general-meeting. The annual report of Basware
Corporation, including the company's annual accounts, the report of the Board of
Directors and the auditor's report, is available on the investor webpages on 24
January, 2014 at the latest. The proposals for the decisions and documents
related to the annual accounts are also available at the General Meeting. The
minutes of the General Meeting will be available on the investor webpages on 28
February, 2014 at the latest.
C. Instructions for the participants in the General Meeting
1. Shareholders registered in the shareholders' register
Each shareholder, who is registered on 4 February, 2014 in the shareholders'
register of the company held by Euroclear Finland Ltd, has the right to
participate in the General Meeting. A shareholder, whose shares are registered
on his/her personal Finnish book-entry account, is registered in the
shareholders' register of the company.
A shareholder, who wishes to participate in the General Meeting, shall register
for the meeting no later than 10:00 AM (Finnish time) on 11 February, 2014 by
giving a prior notice of participation to the company. Such notice can be given
as from 23 January, 2014:
a. at Basware's investor webpages www.basware.com/annual-general-meeting;
b. by telephone at +358 20 770 6867 on weekdays between 9:00 AM and 4:00 PM; or
c. by regular mail to Basware Corporation, Annual General Meeting 2014, P.O.
Box 97, 02601 Espoo, Finland.
In connection with the registration, a shareholder shall notify his/her name,
personal identification number / company identification number, address,
telephone number and the name of a possible proxy representative or assistant
and the personal identification number of the proxy representative. The personal
data given to Basware Corporation is used only in connection with the General
Meeting and with the processing of related registrations.
2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the
General Meeting by virtue of such shares, based on which he/she on 4 February,
2014 would be entitled to be registered in the shareholders' register of the
company held by Euroclear Finland Ltd. The right to participate in the Annual
General Meeting requires, in addition, that the shareholder on the basis of such
shares has been temporarily registered into the shareholders' register held by
Euroclear Finland Ltd at the latest by 11 February, 2014 by 10:00 AM. As regards
nominee registered shares this constitutes due registration for the General
Meeting.
A holder of nominee registered shares is advised to request without delay
necessary instructions regarding the temporary registration in the shareholders'
register of the company, the issuing of proxy documents and registration for the
General Meeting from his/her custodian bank. The account manager of the
custodian bank has to register a holder of nominee registered shares, who wants
to participate in the Annual General Meeting, temporarily into the shareholders'
register of the company at the latest by the time stated above.
3. Proxy representative and powers of attorney
A shareholder may participate in the General Meeting and exercise his/her rights
at the meeting by way of proxy representation. A proxy representative shall
produce a dated proxy document or otherwise in a reliable manner demonstrate
his/her right to represent the shareholder. When a shareholder participates in
the General Meeting by means of several proxy representatives representing the
shareholder with shares at different securities accounts, the shares by which
each proxy representative represents the shareholder shall be identified in
connection with the registration for the General Meeting.
Possible proxy documents should be delivered before the last date for
registration in originals to above-mentioned address, in electronic format (e.g.
PDF) to address yhtiokokous@basware.com, or by fax to number +358 209 341 0123.
4. Other information
Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder
who is present at the General Meeting has the right to request information with
respect to the matters to be considered at the meeting.
On the date of this notice to the General Meeting, the total number of shares
and votes in Basware Corporation is 12,931,229.
In Espoo, Finland on January 23, 2014
BASWARE CORPORATION
Board of Directors
For more information, please contact:
Esa Tihilä, CEO, Basware Corporation
Tel. +358 40 480 7098
Distribution:
NASDAQ OMX Helsinki Ltd
Main media
www.basware.com
