Notice to the Extraordinary General Meeting of Basware Corporation

Basware Corporation, stock exchange release, 19 July 2022 at 9:00 a.m. EEST

Notice is given to the shareholders of Basware Corporation (“Basware” or the “company”) to the Extraordinary General Meeting to be held on Tuesday, 9 August 2022 at 9:00 a.m. EEST in the company’s headquarters, at the address of Linnoitustie 2 B, Espoo, Finland in Cello-building. The reception of persons who have registered for the meeting will commence at 8:30 a.m. EEST.

On 14 April 2022, Sapphire BidCo Ltd (the “Offeror”) and Basware entered into a combination agreement (the “Combination Agreement”) pursuant to which the Offeror made a tender offer for all of the issued and outstanding shares in Basware that are not held by Basware or any of its subsidiaries (the “Tender Offer”). The Tender Offer was commenced on 26 April 2022. On 27 June 2022, the Offeror announced that it will complete the Tender Offer in accordance with its terms and conditions. As at the date of this notice, the Offeror’s and its affiliates’ shareholding in Basware represents more than 90 per cent of all the shares and votes in Basware.

Pursuant to the Combination Agreement, as soon as the Offeror has publicly confirmed that it will complete the Tender Offer, the Board of Directors of the company shall, at the Offeror’s written request, convene an Extraordinary General Meeting of the company. This notice, including the matters to be considered at the Extraordinary General Meeting, is based upon such a written request by the Offeror.

A. Matters on the agenda of the General Meeting

At the General Meeting, the following matters will be considered:

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 Resolution on the remuneration of the members of the Board of Directors

The Annual General Meeting of Basware held on 22 March 2022 resolved on the remuneration of the members of the Board of Directors. As a part of the resolution, it was resolved 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 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.

It is proposed to the General Meeting that it resolves that the annual remuneration of current Board members shall be paid in full in cash. Based on the resolution by the Annual General Meeting of Basware held on 22 March 2022 the fixed annual remuneration to be paid fully in cash is 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 remuneration of the current members of the Board of Directors shall be paid as if their term of office would have ended at the close of the Annual General Meeting 2023.

It is further proposed that no remuneration is paid to the members of the Board of Directors to be elected for the term of office commencing at the close of the Extraordinary General Meeting and ending at the closing of the next Annual General Meeting.

All members of the Board of Directors to be elected shall be compensated for reasonable travel and other expenses directly related to their Board work.

According to Basware’s remuneration policy, as approved by Basware’s Annual General Meeting on 4 June 2020, part of the Board member remuneration will be paid in the form of shares until the ownership of shares will reach a substantial level defined. Therefore, a resolution to pay the annual remuneration of current Board members in full in cash represents a deviation from Basware’s remuneration policy.

According to Basware’s remuneration policy, there is a possibility to deviate temporarily from the remuneration policy in exceptional circumstances, in which Basware’s key operating preconditions have changed, including due to a corporate arrangement such as a takeover bid. As the proposal relates to the completion of the Tender Offer, this constitutes an exceptional circumstance in which a temporary deviation from the remuneration policy can be made.

7 Resolution on the number of members of the Board of Directors

It is proposed to the General Meeting that the number of members of the Board of Directors of Basware Corporation would be five (5).

8 Election of members of the Board of Directors

It is proposed to the General Meeting that Maurice Hernandez, Gordon MacNeill, William Brennan, Dean Jacobson and Klaus Andersen would be elected as members of the Board for a term of office commencing at the close of the Extraordinary General Meeting and ending at the close of the next Annual General Meeting. The term of office of the company’s current Board members would end upon the commencement of the term of the aforementioned Board members.

The Board will elect its Chairman and Vice Chairman among the Board members as per the Charter of the Board of Directors.

According to information received by the company, all nominees have given their consent to the election. More information on the proposed Board members is available on the company’s investor website at http://investors.basware.com/en.

9 Resolution on the disbandment of the Shareholders’ Nomination Board

Basware has a Shareholders’ Nomination Board (the “Nomination Board”), which has been appointed by its Annual General Meeting. The Nomination Board has been established to serve until further notice.

It is proposed to the General Meeting that it resolves that the Nomination Board is disbanded so that the decision would become effective immediately upon having been taken by the General Meeting.

10 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 website at http://investors.basware.com/en. The abovementioned documents are also available at the General Meeting. The minutes of the General Meeting will be available on the investor webpages on 23 August 2022 at the latest.

C. Instructions for participants in the General Meeting

1 Shareholders registered in the shareholders’ register

Each shareholder, who is registered on 28 July 2022 in the shareholders’ register of the company held by Euroclear Finland Oy, 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 4:00 p.m. EEST on 2 August 2022 by giving a prior notice of participation to the company. Such notice can be given:

1. 1. at Basware’s investor website http://investors.basware.com/en;

Electronic registering requires 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.

1. 2. by telephone at +358 10 2818 909 on weekdays from 9:00 a.m. to 12 noon EEST and from 1:00 p.m. to 4:00 p.m. EEST;
   3. by regular mail to Innovatics Ltd, Extraordinary General Meeting / Basware Corporation, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland; or
   4. by e-mail to egm@innovatics.fi.

In connection with the registration, a shareholder shall notify his/her name, personal identification number / date of birth (for shareholders who do not have a Finnish 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. A template for a registration form is available on the company’s website at http://investors.basware.com/en. 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 the record date of the General Meeting, i.e. on 28 July 2022, would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Oy. The right to participate in the Extraordinary 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 Oy at the latest by 4 August 2022 by 10:00 a.m. EEST. 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 Extraordinary 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 and signed 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 is available on the company’s website at http://investors.basware.com/en.

Possible proxy documents should be delivered before the last date for registration primarily in connection with the electronic registration or alternatively in originals to abovementioned address or in electronic format (e.g. PDF) to address egm@innovatics.fi.

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 14,463,936.

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.

No catering will be arranged in connection with the General Meeting.
 

In Espoo, Finland, on 19 July 2022
BASWARE CORPORATION
Board of Directors

For more information, please contact:
Teemu Ruikka, General Counsel, Basware Corporation
Tel. +358 40 548 9848, teemu.ruikka@basware.com

Distribution:
Nasdaq Helsinki
Main media
investors.basware.com/en

About Basware:
Basware is a leading provider of Networked Procure-to-Pay solutions with the largest open e-invoicing network in over 180 countries. Our cloud-based technology enables enterprises to fully manage their spend, mitigate financial risk and reduce operating costs through automation of finance, procurement, accounts payable and accounts receivable processes. Our open technology ecosystem and extensive partner network have helped over 6,500 businesses in 60 countries move towards 100% spend visibility which enables better business decisions – a concept we call Visible Commerce. Basware’s solutions support the transition to a lower-carbon economy by digitization and automation. Basware is traded on the Helsinki exchange (BAS1V: HE). Find out more at https://investors.basware.com/en.