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2017-02-01

Basware: Notice to the Annual General Meeting of Basware Corporation

Basware Corporation, stock exchange release, February 1, 2017 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 Thursday, 16 March, 2017 at 1:00 PM in
Helsinki, at Kansallissali, at the address of Aleksanterinkatu 44 A,
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 2016

* 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 2016.

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 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 Annual General Meeting of 2018 will be paid as follows: to the members of
the Board of Directors and committee members EUR 27,500, to the vice chairman
of the Board of Directors and the Chairman of the Audit Committee EUR 32,000
and to the chairman of the Board of Directors EUR 55,000.

The Nomination Board proposes that the chairmen of the Board of Directors and
its committees shall receive EUR 700 per attended meeting and members of the
Board of Directors and its committees shall receive EUR 500 per attended
meeting.

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
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 Nomination Committee proposes that the number of members of the Board of
Directors of Basware Corporation would be six (6).

12. Election of members of the Board of Directors

The Nomination Committee proposes that Mr. Hannu Vaajoensuu, Mr. Ilkka Sihvo,
Mr. David Bateman, Mr. Michael Ingelög, Mrs. Tuija Soanjärvi and Mr. Anssi
Vanjoki would be re-elected as members of the Board of Directors.

More information on the proposed Board members is available on the company's
investor site atwww.basware.com/investors.

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 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.

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, 2018. 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 1,466,792 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, 2018. The authorization shall
revoke the previous authorizations for share issues and granting of stock
options and other special rights entitling to shares.

17. Proposal regarding the Charter of the Nomination Board

The Nomination Board proposes to the General Meeting that the Charter of the
Nomination Board would be clarified so that also the shareholdings of nominee
registered shareholders may be taken into account when determining the
composition of the Nomination Board.

According to the proposal, second paragraph of item 2 of the current Charter
would be replaced with the following two paragraphs:

"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, or on the
basis of separate shareholding information presented by nominee registered
shareholders.

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 ...

Författare Hugin

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