Notice to the Annual General Meeting of Basware Corporation
Basware Corporation, stock exchange release, May 13, 2020 at 8.30 am EEST
Notice is given to the shareholders of Basware Corporation to the Annual General Meeting to be held on 4 June, 2020 at 1:00 PM at the company’s headquarters, at the address Linnoitustie 2, Cello-rakennus, 02601 Espoo, Finland.
Basware takes the coronavirus situation very seriously and aims to ensure the best interests of the company and its shareholders by holding the Annual General Meeting on 4 June, 2020. The company will impose several precautionary measures to be able to hold the meeting and to ensure the safety of the persons who have to be present at the meeting. The meeting shall be kept as short as possible, and all presentations prepared in advance will be shortened significantly.
The company urges shareholders to avoid attending the Annual General Meeting at the AGM venue. Due to the coronavirus epidemic, the Annual General Meeting can only be held if the number of participants at the meeting is so low that the meeting can be held in compliance with the instructions given by authorities.
Therefore, the company recommends that shareholders authorise Veli Siitonen, attorney-at-law, of Merilampi Attorneys Ltd., or attorney-at-law appointed by him, to represent them at the meeting (free of charge). It is possible for those shareholders who have issued a power of attorney to pose questions to the company in advance regarding the matters to be considered at the meeting until 26 May, 2020 at 9:00 AM. The company may consider the questions received when preparing proposals for the General Meeting and aims at responding to them at the meeting to the extent possible. A template power of attorney as well as further instructions for the authorisation and posing questions are available on the company’s webpages http://investors.basware.com/en.
No refreshments will be served in connection with the meeting. Basware follows all instructions given by authorities and will update its instructions regarding the Annual General Meeting if necessary. The company will disclose separately should there be further instructions for the meeting.
The Annual General Meeting participants are advised to follow Basware's webpages http://investors.basware.com/en for possible additional instructions or changes.
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 and 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 2019
- 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 no dividend would be paid for the year 2019.
9. Resolution on the discharge of the members of the Board of Directors and the CEOs from liability
10. Handling of the remuneration policy for governing bodies
The remuneration policy is available on the company’s webpages at http://investors.basware.com/en and attached to this notice.
11. Resolution on the remuneration of the members of the Board of Directors
The shareholders’ Nomination Board proposes to the General Meeting that the members of the Board of Directors to be 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 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.
The Nomination Board proposes that 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. The Nomination Board further proposes that a member of Board of Directors or a committee member, whose travel to the Board or committee meeting requires international travel time of over six (6) hours but less than twelve (12) hours, 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 twelve (12) hours, an additional remuneration of EUR 3,000 per attended meeting will be paid.
The Nomination Board furthermore proposes that 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.
12. Resolution on the number of members of the Board of Directors
The Nomination Board proposes that the number of members of the Board of Directors of Basware Corporation would be five (5).
13. Election of members of the Board of Directors
The Nomination Board proposes that Mr. Ilkka Sihvo, Mr. Michael Ingelög, Mr. Daryl Rolley and Mr. Asko Schrey would be re-elected as members of the Board of Directors, and that Ms. Minna Smedsten would be elected as a new member of the Board. The Board will elect its Chairman and Vice Chairman among the Board members as per the Charter of the Board of Directors.
Ms. Minna Smedsten (b. 1976), MSc in Economics, has acted as the CFO of Taaleri Plc since 2013. She has previously acted as the CFO of GreenStream Network Plc and Kaupthing Bank Finland. Ms. Smedsten is a board member in Havsfrun Investment AB and Vapo. She is a Finnish citizen.
More information on the proposed Board members is available on the company’s investor site at http://investors.basware.com/en
14. Resolution on the remuneration of the auditor
The Board of Directors proposes, on the recommendation of Board’s Audit Committee, 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.
15. Election of auditor
The Board of Directors proposes, on the recommendation of Board’s Audit Committee, to the General Meeting the election of Ernst & Young Oy, Authorized Public Accounting Firm, 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.
16. 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 1,420,000 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 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.
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 for 18 months. The Repurchase Authorization shall revoke the previous authorizations for repurchasing the company's own shares.
17. 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 total maximum of 260,000 (corresponding to approx. 1.8 % of company’s shares as at the date of this notice) 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 this notice) 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.
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).
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 for 18 months.
18. 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, the remuneration policy as well as this notice are available on Basware Corporation's investor webpages at http://investors.basware.com/en. The documents related to the annual accounts of Basware Corporation were published on 25 February, 2020 and they are available on the investor webpages. The abovementioned documents are also available at the General Meeting. The minutes of the General Meeting will be available on the investor webpages on 18 June, 2020 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 25 May, 2020 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 9:00 AM (Finnish time) on 26 May, 2020 by giving a prior notice of participation to the company. Such notice can be given:
- at Basware's investor webpages http://investors.basware.com/en;
- by telephone at +358 20 770 6867 on weekdays between 9:00 AM and 4:00 PM; or
- by regular mail to Basware Corporation, Annual General Meeting 2020, P.O. Box 97, 02601 Espoo, Finland.
Basware strongly recommends that shareholders would primarily register through the webpages or by telephone, as in the current situation, the company has difficulties to follow incoming mail regularly due to e.g. remote-work recommendations.
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.
Registrations submitted to the cancelled Annual General Meeting, convened to be held on 19 March, 2020, will not be valid for this Annual General Meeting, therefore, previously registered shareholders must also re-register.
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 the record date of the General Meeting, i.e. on 25 May, 2020, 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 1 June, 2020 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
As stated above, the company urges shareholders to avoid attending the Annual General Meeting at the AGM venue. Instead, the company recommends that shareholders authorise Veli Siitonen, attorney-at-law, of Merilampi Attorneys Ltd., or attorney-at-law appointed by him, to represent them free of charge at the meeting. However, also shareholders wishing to authorise a proxy are required to register for the general meeting in accordance with the instructions set out above in this notice, even if they do not attend the meeting at the meeting venue themselves. A template power of attorney as well as further instructions for the authorisation are available on the company’s webpages http://investors.basware.com/en.
The template power of attorney for authorising attorney-at-law Veli Siitonen is also annexed to this notice, and it must be delivered in either by e-mail attachment (e.g. PDF or image file) to veli.siitonen@merilampi.com, or by regular mail to address: Merilampi Attorneys Ltd, Veli Siitonen, Keskuskatu 7, 00100 HELSINKI, Finland before the last date and time for registration.
A shareholder may also participate in the General Meeting and exercise his/her rights at the meeting by way of third-party 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 and powers of attorney for authorising a third-party proxy should primarily be delivered to the company in electronic format (e.g. PDF) to address yhtiokokous@basware.com or alternatively in originals to abovementioned address before the last date for registration.
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 14,401,936.
Changes in shareholding after the record date do not affect the right to participate in the General Meeting or the number of voting rights held in the General Meeting.
In Espoo, Finland, on 13 May, 2020
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 Ltd
Main media
investors.basware.com