Basware Corporation, stock exchange release, February 2, 2016 at 08:40
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 Tuesday, 15 March, 2016 at 1:00 PM in Helsinki, at the auditorium of the National Museum of Finland, at the address of Mannerheimintie 34, Helsinki, Finland. The reception of persons who have registered for the meeting and the coffee service will commence at 12:00 noon.
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 2015
- 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 2015.
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 annual 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, chairmen of the Board of Directors and its committees shall receive EUR 500 per attended meeting and members of the Board of Directors and its committees shall receive EUR 400 per attended meeting.
Out of the annual remuneration to be paid to the Board members, 40 % 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 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, Ilkka Sihvo, Michael Ingelög, Tuija Soanjärvi and Anssi Vanjoki be re-elected as members of the Board of Directors.
The details of all the persons proposed as the members of the Board of Directors can be found on the company's investor webpages at www.basware.com/annual-general-meeting.
13. 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.
14. 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 Accountants organisation, 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.
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 1,420,000 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 until 30 June, 2017. 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 2,840,000 new shares may be issued.
A maximum of 1,487,464 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 1,420,000 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).
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, 2017. The authorization shall revoke the previous authorizations for share issues and granting of stock options and other special rights entitling to shares.
17. Establishing a permanent Shareholders' Nomination Board
The Board of Directors proposes that the General Meeting would resolve to establish a permanent Shareholders' Nomination Board. The Nomination Board shall be responsible for preparing and presenting proposals covering the remuneration and number of members of the company's Board of Directors as well as proposal on the members of the Board of Directors to Annual General Meeting and, where needed, to an Extraordinary General Meeting. The Nomination Board shall also be responsible for identifying successors for existing Board members.
The Nomination Board shall consist of four (4) members, three of which shall be appointed by the company's three largest shareholders, who shall appoint one member each. The chairman of the company's Board of Directors shall serve as the fourth member.
The company's largest shareholders entitled to appoint members to the Nomination Board shall be determined annually on the basis of the registered holdings in the company's shareholders' register held by Euroclear Finland Ltd as of the first weekday in September in the year concerned. As regards individual persons as shareholders, their direct ownership and ownership of corporations over which he/she exercises control as well as ownership of his/her spouse and children, will be taken into account in the determination. If a shareholder who has distributed his/her holdings e.g. into several funds and has an obligation under the Finnish Securities Markets Act to take these holdings into account when disclosing changes in share of ownership makes a written request to such effect to the chairman of the Board of Directors no later than on the weekday prior to the first weekday in September such shareholder's holdings in several funds or registers will be combined when calculating the shares which determine the nomination right.
The chairman of the company's Board of Directors shall request each of the three largest shareholders established on this basis to appoint one member to the Nomination Board. In the event that a shareholder does not wish to exercise his/her or its right to appoint a member, it shall pass to the next-largest shareholder that would not otherwise be entitled to appoint a member. In case two shareholders have an equal number of shares and votes and the representatives of both such shareholders cannot be appointed to the Nomination Board, the decision between them shall be made by drawing lots.
The chairman of the Board of Directors shall convene the first meeting of the Nomination Board, which will be responsible for electing a chairman from among its members; the Nomination Board's chairman shall be responsible for convening subsequent meetings. When the Nomination Board has been elected, the Company will issue a release to this effect.
The Nomination Board shall serve until further notice, unless the General Meeting decides otherwise. Its members shall be elected annually and their term of office shall end when new members are elected to replace them.
The Nomination Board shall submit its proposals to the company's Board of Directors annually in time for them to be included in the notice of the meeting and in any case, at the latest, by 10th of February preceding the Annual General Meeting. Proposals intended for a possible Extraordinary General Meeting shall be submitted to the company's Board of Directors in time for them to be included in the notice of the meeting.
The Board of Directors proposes in addition that the General Meeting would resolve to adopt the Charter of Shareholders' Nomination Board, which will be available at Basware Corporation's investor webpages on 23 February, 2016 at the latest.
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 as well as this notice are available on Basware Corporation's investor webpages at www.basware.com/annual-general-meeting. The documents related to the annual accounts of Basware Corporation are available on the investor webpages on 23 February, 2016 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 29 March, 2016 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 3 March, 2016 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 4:00 PM (Finnish time) on 8 March, 2016 by giving a prior notice of participation to the company. Such notice can be given:
- at Basware's investor webpages www.basware.com/annual-general-meeting;
- 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 2016, 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 3 March, 2016 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 10 March, 2016 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 or in electronic format (e.g. PDF) to address yhtiokokous@basware.com.
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 14,221,229.
In Espoo, Finland on February 2, 2016
BASWARE CORPORATION
Board of Directors
For more information, please contact:
Hannu Vaajoensuu, Chairman of the Board, Basware Corporation
Tel. +358 40 501 8250
Distribution:
Nasdaq Helsinki Ltd
Main media
www.basware.com
HUG#1982908