Notice to the Annual General Meeting of Basware Corporation
Basware Corporation, stock exchange release February 4, 2021 at 08:50 am EET
The Annual General Meeting of Basware Corporation will be held on 18 March, 2021 at 10:00 am EET. The meeting will be held under special arrangements without shareholders’ or their proxy representatives’ presence in the company’s headquarters, at the address Linnoitustie 2, Building Cello, 02600 Espoo.
The Board of Directors of the company has resolved on an exceptional meeting procedure based on the temporary legislation approved by the Finnish Parliament on 15 September 2020 (the “Temporary Act”). In order to limit the spread of the Covid-19 pandemic, the Annual General Meeting will be held without shareholders’ or their proxy representatives’ presence at the meeting venue. This is necessary in order to organize the General Meeting in a predictable way while taking into account the health and safety of the company’s shareholders, personnel and other stakeholders.
Shareholders and their proxy representatives can participate in the meeting and exercise their shareholder rights only by voting in advance and by making counterproposals and presenting questions in advance in accordance with this notice and the company’s other instructions. It is not possible to participate in the General Meeting at the meeting venue. Shareholders can follow the General Meeting on the company’s website at http://investors.basware.com/en. Shareholders following the General Meeting in this way are not considered to participate in the General Meeting. Instructions for shareholders are presented in this notice under section C “Instructions for the participants in the General Meeting”.
A. Matters on the agenda of the General Meeting
1. Opening of the meeting
2. Calling the meeting to order
Jukka Laitasalo, Attorney-at-Law, will act as the chairman. If Jukka Laitasalo is not able to act as chairman due to a weighty reason, the Board of Directors will appoint a person it deems most suitable to act as chairman. The chairman may appoint a secretary for the meeting.
3. Election of a person to scrutinize the minutes and persons to supervise the counting of votes
Tiia Takalo, Junior Legal Counsel, will act as the person to scrutinize the minutes and supervise the counting of votes. If Tiia Takalo is unable to act as the person to scrutinize the minutes and supervise the counting of votes due to a weighty reason, the Board of Directors will appoint a person it deems most suitable to act as the person to scrutinize the minutes and supervise the counting of votes.
4. Recording the legality of the meeting
5. Recording the attendance and the list of votes
Shareholders who have voted in advance within the advance voting period and have the right to attend the General Meeting under Chapter 5, Sections 6 and 6a of the Finnish Companies Act will be deemed to have participated at the General Meeting. The list of votes will be adopted based on information provided by Innovatics Oy, which is based on shareholders’ register formed by Euroclear Finland Ltd.
6. Presentation of the annual accounts, the report of the Board of Directors and the auditor's report for the year 2020
- Review by the CEO
The company’s annual report, which includes the company’s annual accounts, the report of the Board of Directors and the auditor’s report and which is available on the company’s website no later than three weeks prior to the General Meeting, will be deemed to have been presented to the General Meeting under this item.
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 be paid for the year 2020.
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
10. Remuneration Report
The Board of Directors proposes that the Remuneration Report for the company’s governing bodies for 2020 be approved. The resolution is advisory in accordance with the Finnish Companies Act.
The Remuneration Report is available on the company’s website at http://investors.basware.com/en as of 25 February 2021 at the latest.
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 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.
The Nomination Board proposes that 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.
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 three (3) hours but less than six (6) 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 six (6) hours, an additional remuneration of EUR 3,000 per attended meeting will be paid.
In addition to above, The Nomination Board proposes that 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).
In addition, the Nomination Board proposes that 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.
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 six (6).
13. Election of members of the Board of Directors
The Nomination Board proposes that Mr. Ilkka Sihvo, Mr. Michael Ingelög, Mr. Daryl Rolley and Ms. Minna Smedsten would be re-elected as members of the Board of Directors, and that Mr. Carl Farrell and Mr. Jonathan Meister would be elected as new members of the Board. The Board will elect its Chairperson and Vice Chairperson among the Board members as per the Charter of the Board of Directors.
Mr. Carl Farrell (b. 1961) is private investor of early-stage technology companies. He has previously acted as Group President of Altus Group. Prior to Altus Group, he has held several senior leadership positions at SAS Institute Inc, most recently as the Chief Revenue Officer. Mr. Farrell has previously served on the Board of Directors’ of Altus Group and SAS Institute. He is an UK and Canadian citizen.
Mr. Jonathan Meister (b. 1966), BSc in Finance and Marketing, has acted as Global Vice President and Senior Vice President of Business Development of SAP Concur. He has held several senior leadership positions at SAP Concur since 1999. Mr. Meister is Chairman of the Board of Make a Different Ministries/Camp Highland. He is an US 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 1,446,000 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 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.
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 in the balance sheet
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
This notice to the meeting, which includes all the proposals for decisions on the agenda of the General Meeting, is available on Basware Corporation’s investor webpages at http://investors.basware.com/en. The documents related to the annual accounts of Basware Corporation and the Remuneration Report are available on the investor webpages on 25 February, 2021 at the latest. The abovementioned documents are also available at the General Meeting. The minutes of the General Meeting will be available on the investor webpages on 1 April, 2021 at the latest.
C. Instructions for participants in the General Meeting
In order to limit the spread of the Covid-19 pandemic, the Annual General Meeting will be arranged in such a way that neither shareholders nor their proxy representatives may arrive at the meeting venue. The company’s shareholders and their proxy representatives can participate in the General Meeting and exercise their rights only by voting in advance and by making counterproposals and presenting questions in advance considering the limitations set out in the Temporary Act.
A shareholder or a proxy representative may not participate in the General Meeting by means of real-time telecommunications either, but shareholders, who have registered for the meeting, may follow the General Meeting through a personal link to be provided after the registration period and the record date. Shareholders following the General Meeting in this way are not considered to participate in the General Meeting based on only following the meeting, and the decisions of the General Meeting shall be made based solely on the advance voting.
- Right to participate of a shareholder registered in the shareholders' register
Each shareholder, who is registered on 8 March, 2021 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.
- Notice of participation of a shareholder registered in the shareholders’ register and voting in advance
Registration for the meeting and advance voting begin on 18 February, 2021 at 9:00 am EET, when the deadline for delivering counterproposals has expired and the company has published the possible counterproposals to be put to a vote on the company’s website. A shareholder entered in the company's shareholder register, who wishes to participate in the General Meeting by voting in advance, must register for the General Meeting and deliver his/her votes in advance on 12 March, 2021 at 4:00 pm EET at the latest, by which time the notice of participation and the votes must be received.
Shareholders with a Finnish book-entry account can register and vote in advance on certain items on the agenda of the General Meeting during the period 18 February, 2021 at 9:00 am EET–12 March, 2021 at 4:00 pm EET by the following means:
- On the company’s website at http://investors.basware.com/en
Electronic registering and advance voting require strong electronic identification of the shareholder or his/her representative or proxy representative by means of Finnish or Swedish online banking codes or Mobile ID.
- By regular mail or e-mail
A shareholder voting in advance by regular mail or e-mail must deliver an advance voting form available on the company’s website at http://investors.basware.com/en or corresponding information to Innovatics Ltd by regular mail to Innovatics Ltd, Annual General Meeting / Basware Corporation, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by e-mail to agm@innovatics.fi.
If a shareholder participates in the General Meeting by delivering votes in advance by regular mail or e-mail to Innovatics Ltd, the delivery of the votes before the deadline for delivering the notice of participation and the advance voting period has expired shall constitute a registration for the General Meeting provided that the shareholder’s message includes the above-mentioned information required for registration.
A shareholder must in connection with the registration submit the requested information, such as the identification and contact details of the shareholder or his/her representative or proxy representative. Personal data disclosed in connection with the shareholders’ registration will be used only in connection with the General Meeting and the thereto related necessary processing of registrations.
Instructions regarding the voting are available to all shareholders on the company’s website at http://investors.basware.com/en. Additional information is also available by telephone at +358 10 2818 909 on business days during 9:00 am–12.00 noon and 1:00 pm–4:00 pm EET.
- 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.
A template for a proxy document and voting instructions will be available on the company’s website at http://investors.basware.com/en as of 18 February, 2021 at the latest when the deadline for delivering counterproposals to be put to a vote has expired and when the company has published possible counterproposals to be put to a vote on the company’s website.
A shareholder, who will not vote in advance himself/herself, may without any cost to the shareholder use the company’s proxy authorization service and authorize Veli Siitonen, Attorney-at-Law at Merilampi Attorneys Ltd., or another of the company independent Attorney-at-Law appointed by him to act as a proxy representative and exercise the shareholder’s voting rights at the General Meeting in accordance with the voting instructions given by the shareholder. A signed proxy document including an advance voting form must be delivered to Veli Siitonen, Attorney-at-Law, by regular mail or e-mail (contact details below) before the end of the registration and advance voting period, by which time the documents must be received.
Further information on the designated proxy representative is available on the website merilampi.com/ihmiset/specialist-counsels/veli-siitonen/ and his contact details are:
postal address: Merilampi Attorneys Ltd., Veli Siitonen, Keskuskatu 7, FI-00100 Helsinki, Finland
e-mail: veli.siitonen@merilampi.com
A shareholder may participate in the General Meeting and exercise his/her rights thereat also by appointing another proxy representative of his/her choice. A proxy representative appointed by a shareholder must also vote in advance in the herein described manner. A proxy representative must deliver a signed proxy document given to him/her including an advance voting form by regular mail to Innovatics Ltd, Annual General Meeting / Basware Corporation, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by e-mail to agm@innovatics.fi before the end of the registration and advance voting period, by which time the documents or corresponding information must be received, or deliver a proxy document in connection with the electronic registration and advance voting. Delivery of a proxy document to Innovatics Ltd before the expiration of the registration period constitutes due registration for the General Meeting provided that a proxy representative delivers the advance voting form or corresponding information to Innovatics Ltd in connection with the delivery of a proxy document or later before the end of the registration and advance voting period.
- 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 8 March, 2021, 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 15 March, 2021 by 10:00 am EET. 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 temporarily into the shareholders' register of the company at the latest by the time stated above and arrange voting on behalf of a holder of nominee registered shares.
- Making counterproposals to the proposed resolutions and presenting questions in advance
Shareholders holding at least one hundredth (1/100) of all shares in the company within the meaning of the Temporary Act have a right to make a counterproposal to the proposed resolutions on the agenda of the General Meeting, which will be put to a vote. Such counterproposals must be delivered to the company by e-mail to yhtiokokous@basware.com by no later than 11 February, 2021 at 4:00 pm EET. Shareholders making a counterproposal must in connection with delivering the counterproposal present evidence of their shareholdings. A counterproposal will be considered at the General Meeting provided that the shareholder has the right to participate in the General Meeting, he/she has registered for General Meeting and that the shareholder holds shares corresponding to at least one hundredth of all shares in the company on the record date of the General Meeting. If the counterproposal is not taken up for consideration at the General Meeting, the votes given in favour of the counterproposal will not be taken into consideration. The company will publish possible counterproposals to be put to a vote on the company’s website at http://investors.basware.com/en by no later than 17 February, 2021.
Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder may present questions with respect to the matters to be considered at the General Meeting until 1 March, 2021 at 4:00 pm EET either in the electronic registration service or by e-mail to yhtiokokous@basware.com. Such questions by shareholders, the company’s responses to such questions as well as other counterproposals than those put to a vote are available on the company’s website at http://investors.basware.com/en by no later than 9 March, 2021. As a prerequisite for presenting questions, a shareholder must present evidence to the company of his/her shareholding upon request.
- Other instructions/information
On the date of this notice to the General Meeting, the total number of shares and votes in Basware Corporation is 14,463,936.
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.
Espoo, 3 February, 2021
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