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Basware Corporation, banal barter release, May 13, 2020 at 8.30 am EEST
Notice is accustomed to the shareholders of Basware Corporation to the Anniversary Accepted Affair to be captivated on 4 June, 2020 at 1:00 PM at the company’s headquarters, at the abode Linnoitustie 2, Cello-rakennus, 02601 Espoo, Finland.
Basware takes the coronavirus bearings actual actively and aims to ensure the best interests of the aggregation and its shareholders by captivation the Anniversary Accepted Affair on 4 June, 2020. The aggregation will accredit several basic measures to be able to authority the affair and to ensure the assurance of the bodies who accept to be present at the meeting. The affair shall be kept as abbreviate as possible, and all presentations able in beforehand will be beneath significantly.
The aggregation urges shareholders to abstain accessory the Anniversary Accepted Affair at the AGM venue. Due to the coronavirus epidemic, the Anniversary Accepted Affair can alone be captivated if the cardinal of participants at the affair is so low that the affair can be captivated in acquiescence with the instructions accustomed by authorities.
Therefore, the aggregation recommends that shareholders authorise Veli Siitonen, attorney-at-law, of Merilampi Attorneys Ltd., or advocate appointed by him, to represent them at the affair (free of charge). It is accessible for those shareholders who accept issued a ability of advocate to affectation questions to the aggregation in beforehand apropos the affairs to be brash at the affair until 26 May, 2020 at 9:00 AM. The aggregation may accede the questions accustomed back advancing proposals for the Accepted Affair and aims at responding to them at the affair to the admeasurement possible. A arrangement ability of advocate as able-bodied as added instructions for the authorisation and assuming questions are accessible on the company’s webpages http://investors.basware.com/en.
No refreshments will be served in affiliation with the meeting. Basware follows all instructions accustomed by authorities and will amend its instructions apropos the Anniversary Accepted Affair if necessary. The aggregation will acknowledge alone should there be added instructions for the meeting.
The Anniversary Accepted Affair participants are brash to chase Basware’s webpages http://investors.basware.com/en for accessible added instructions or changes.
A. Affairs on the calendar of the Accepted Meeting
1. Opening of the meeting
2. Calling the affair to order
3. Acclamation of a being to analyze the annual and bodies to administer the counting of votes
4. Recording the amends of the meeting
5. Recording the appearance and the annual of votes
7. Adoption of the anniversary accounts
8. Resolution on the use of the accumulation apparent on the antithesis area and the acquittal of dividend
The Lath of Directors proposes to the Anniversary Accepted Affair that no allotment would be paid for the year 2019.
9. Resolution on the acquittal of the associates of the Lath of Directors and the CEOs from liability
10. Handling of the accomplishment action for administering bodies
The accomplishment action is accessible on the company’s webpages at http://investors.basware.com/en and absorbed to this notice.
11. Resolution on the accomplishment of the associates of the Lath of Directors
The shareholders’ Nomination Lath proposes to the Accepted Affair that the associates of the Lath of Directors to be adopted for a appellation of appointment catastrophe at the end of the abutting Anniversary Accepted Affair will be paid a anchored anniversary accomplishment as follows: associates of the Lath of Directors and lath associates EUR 31,350, the Vice Chairman of the Lath of Directors and the Chairmen of the Lath Committees EUR 36,480 and the Chairman of the Lath of Directors EUR 62,700.
The Nomination Lath proposes that the chairmen of the Lath of Directors and its committees shall accept EUR 855 per abounding affair and associates of the Lath of Directors and its committees shall accept EUR 570 per abounding meeting. The Nomination Lath added proposes that a affiliate of Lath of Directors or a lath member, whose biking to the Lath or lath affair requires all-embracing biking time of over six (6) hours but beneath than twelve (12) hours, be paid an added accomplishment of EUR 1,000 per abounding meeting. Similarly, should the biking time of a affiliate of Lath or lath affiliate to appear a affair absorb intercontinental biking and beat twelve (12) hours, an added accomplishment of EUR 3,000 per abounding affair will be paid.
The Nomination Lath along proposes that out of the anniversary accomplishment to be paid to the Lath members, 40 per cent of absolute gross advantage bulk will be acclimated to acquirement Basware Corporation’s shares at trading on adapted bazaar organized by Nasdaq Helsinki Ltd. However, this alone applies to Lath associates whose buying of Basware Corporation is beneath than 5,000 shares. The acquirement of shares will booty abode as anon as accessible afterwards the accommodation by the Anniversary Accepted Meeting. Shares accustomed as accomplishment may not be awash or contrarily transferred during a aeon of two (2) years. This brake does not affair bodies who are no best Lath members. Biking costs of the associates of the Lath of Directors are reimbursed in accordance with the company’s biking policy.
12. Resolution on the cardinal of associates of the Lath of Directors
The Nomination Lath proposes that the cardinal of associates of the Lath of Directors of Basware Corporation would be bristles (5).
13. Acclamation of associates of the Lath of Directors
The Nomination Lath proposes that Mr. Ilkka Sihvo, Mr. Michael Ingelög, Mr. Daryl Rolley and Mr. Asko Schrey would be re-elected as associates of the Lath of Directors, and that Ms. Minna Smedsten would be adopted as a new affiliate of the Board. The Lath will accept its Chairman and Vice Chairman amid the Lath associates as per the Charter of the Lath of Directors.
Ms. Minna Smedsten (b. 1976), MSc in Economics, has acted as the CFO of Taaleri Plc back 2013. She has ahead acted as the CFO of GreenStream Network Plc and Kaupthing Coffer Finland. Ms. Smedsten is a lath affiliate in Havsfrun Investment AB and Vapo. She is a Finnish citizen.
More advice on the proposed Lath associates is accessible on the company’s broker armpit at http://investors.basware.com/en
14. Resolution on the accomplishment of the auditor
The Lath of Directors proposes, on the advocacy of Board’s Audit Committee, to the Accepted Affair that the accomplishment of the accountant adopted is paid according to reasonable balance and that biking costs of the accountant are reimbursed in accordance with the company’s biking policy.
15. Acclamation of auditor
The Lath of Directors proposes, on the advocacy of Board’s Audit Committee, to the Accepted Affair the acclamation of Ernst & Young Oy, Accustomed Public Accounting Firm, as the company’s auditor. Ernst & Young Oy has brash that it will accredit Ms Terhi Mäkinen, Accustomed Public Accountant, as the principally amenable accountant of the company.
16. Authorizing the Lath of Directors to adjudge on the repurchase of the company’s own shares
The Lath of Directors proposes to the Accepted Affair that the Lath of Directors be accustomed to adjudge on the repurchase of the company’s own shares (Repurchase Authorization) on the afterward agreement and conditions:
a) Best cardinal of shares to be repurchased
By advantage of the authorization, the Lath of Directors is advantaged to adjudge on repurchasing a best of 1,420,000 company’s own shares.
b) Directed repurchase and application to be paid for shares
The company’s own shares shall be repurchased contrarily than in admeasurement to the backing of the shareholders by application the non-restricted disinterestedness through trading on adapted bazaar organized by Nasdaq Helsinki Ltd at the bazaar amount 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 carrying of shares
The shares shall be repurchased for use as application in accessible acquisitions or added arrange accompanying to the company’s business, as costs for investments or as allotment of the company’s allurement affairs or to be captivated by the company, to be conveyed by added agency or to be cancelled.
d) Added agreement and validity
The Lath of Directors shall adjudge on added agreement and altitude accompanying to the repurchase of the company’s own shares.
The Repurchase Allotment shall be accurate for 18 months. The Repurchase Allotment shall abjure the antecedent authorizations for repurchasing the company’s own shares.
17. Authorizing the Lath of Directors to adjudge on allotment affair as able-bodied as on the arising of options and added appropriate rights entitling to shares
The Lath of Directors proposes to the Accepted Affair that the Lath of Directors be accustomed to adjudge on
(i) Arising new shares and/or
(ii) Carrying the company’s own shares captivated by the aggregation and/or
(iii) Granting appropriate rights entitling to shares pursuant to Chapter 10, Section 1 of the Finnish Companies Act, on the afterward agreement and conditions:
a) Appropriate to the shares
to the company’s shareholders in admeasurement to their accepted shareholdings in the company; or
by waiving the shareholder’s pre-emption right, through a directed allotment affair if the aggregation has a beefy banking acumen to do so, such as application the shares as application in accessible acquisitions or added arrange accompanying to the company’s business, as costs for investments or as allotment of the company’s allurement program.
The new shares may additionally be issued in a chargeless allotment affair to the aggregation itself.
b) Allotment affair adjoin acquittal and for free
New shares may be issued and the company’s own shares captivated by the aggregation may be conveyed either adjoin acquittal or for free. A directed allotment affair may be chargeless alone if there is an abnormally beefy banking acumen both for the aggregation and with attention to the interests of all shareholders in the company.
c) Best cardinal of shares
A absolute best 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 captivated by the aggregation may be conveyed for the purposes of company’s allurement program, and in addition, a absolute best 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 captivated by the aggregation may be conveyed for added purposes than company’s allurement program.
The cardinal of shares to be issued to the aggregation itself calm with the shares repurchased by the aggregation on base of the repurchase allotment shall be at the best of 1,420,000 shares.
d) Granting of appropriate rights
The Lath of Directors may admission appropriate rights referred to in Chapter 10, Section 1 of the Finnish Companies Act, which backpack the appropriate to receive, adjoin payment, new shares of the aggregation or the company’s own shares captivated by the company. The appropriate may additionally be accepted to the company’s creditor in such a abode that the appropriate is accepted on a action that the creditor’s receivable is acclimated to set off the cable amount (convertible bond).
e) Recording of the cable price
The cable amount of the new shares and the application payable for the company’s own shares shall be recorded beneath the invested non-restricted disinterestedness fund.
f) Added agreement and validity
The Lath of Directors shall adjudge on all added agreement and altitude accompanying to the authorizations.
The authorizations shall be accurate for 18 months.
18. Closing of the meeting
B. Abstracts of the Accepted Meeting
The proposals for the decisions on the affairs on the calendar of the Accepted Meeting, the accomplishment action as able-bodied as this apprehension are accessible on Basware Corporation’s broker webpages at http://investors.basware.com/en. The abstracts accompanying to the anniversary accounts of Basware Corporation were appear on 25 February, 2020 and they are accessible on the broker webpages. The abovementioned abstracts are additionally accessible at the Accepted Meeting. The annual of the Accepted Affair will be accessible on the broker webpages on 18 June, 2020 at the latest.
C. Instructions for the participants in the Accepted Meeting
1. Shareholders registered in the shareholders’ register
Each shareholder, who is registered on 25 May, 2020 in the shareholders’ annals of the aggregation captivated by Euroclear Finland Ltd, has the appropriate to participate in the Accepted Meeting. A shareholder, whose shares are registered on his/her claimed Finnish book-entry account, is registered in the shareholders’ annals of the company.
A shareholder, who wishes to participate in the Accepted Meeting, shall annals for the affair no afterwards than 9:00 AM (Finnish time) on 26 May, 2020 by giving a above-mentioned apprehension of accord to the company. Such apprehension can be given:
a. at Basware’s broker webpages http://investors.basware.com/en; b. by blast at 358 20 770 6867 on weekdays amid 9:00 AM and 4:00 PM; orc. by approved mail to Basware Corporation, Anniversary Accepted Affair 2020, P.O. Box 97, 02601 Espoo, Finland.
Basware acerb recommends that shareholders would primarily annals through the webpages or by telephone, as in the accepted situation, the aggregation has difficulties to chase admission mail consistently due to e.g. remote-work recommendations.
In affiliation with the registration, a actor shall acquaint his/her name, claimed identification cardinal / aggregation identification number, address, blast cardinal and the name of a accessible proxy adumbrative or abettor and the claimed identification cardinal of the proxy representative. The claimed abstracts accustomed to Basware Corporation is acclimated alone in affiliation with the Accepted Affair and with the processing of accompanying registrations.
Registrations submitted to the annulled Anniversary Accepted Meeting, convened to be captivated on 19 March, 2020, will not be accurate for this Anniversary Accepted Meeting, therefore, ahead registered shareholders allegation additionally re-register.
2. Holders of appointee registered shares
A holder of appointee registered shares has the appropriate to participate in the Accepted Affair by advantage of such shares, based on which he/she on the almanac date of the Accepted Meeting, i.e. on 25 May, 2020, would be advantaged to be registered in the shareholders’ annals of the aggregation captivated by Euroclear Finland Ltd. The appropriate to participate in the Anniversary Accepted Affair requires, in addition, that the actor on the base of such shares has been briefly registered into the shareholders’ annals captivated by Euroclear Finland Ltd at the latest by 1 June, 2020 by 10:00 AM. As commendations appointee registered shares this constitutes due allotment for the Accepted Meeting.
A holder of appointee registered shares is brash to appeal afterwards adjournment all-important instructions apropos the acting allotment in the shareholders’ annals of the company, the arising of proxy abstracts and allotment for the Accepted Affair from his/her babysitter bank. The annual administrator of the babysitter coffer has to annals a holder of appointee registered shares, who wants to participate in the Anniversary Accepted Meeting, briefly into the shareholders’ annals of the aggregation at the latest by the time declared above.
3. Proxy adumbrative and admiral of attorney
As declared above, the aggregation urges shareholders to abstain accessory the Anniversary Accepted Affair at the AGM venue. Instead, the aggregation recommends that shareholders authorise Veli Siitonen, attorney-at-law, of Merilampi Attorneys Ltd., or advocate appointed by him, to represent them chargeless of allegation at the meeting. However, additionally shareholders adulatory to authorise a proxy are appropriate to annals for the accepted affair in accordance with the instructions set out aloft in this notice, alike if they do not appear the affair at the affair area themselves. A arrangement ability of advocate as able-bodied as added instructions for the authorisation are accessible on the company’s webpages http://investors.basware.com/en.
The arrangement ability of advocate for authorising advocate Veli Siitonen is additionally annexed to this notice, and it allegation be delivered in either by e-mail adapter (e.g. PDF or angel file) to [email protected],or by approved mail to address: Merilampi Attorneys Ltd, Veli Siitonen, Keskuskatu 7, 00100 HELSINKI, Finland afore the aftermost date and time for registration.
A actor may additionally participate in the Accepted Affair and exercise his/her rights at the affair by way of third-party proxy representation. A proxy adumbrative shall aftermath a anachronous proxy certificate or contrarily in a reliable abode authenticate his/her appropriate to represent the shareholder. Back a actor participates in the Accepted Affair by agency of several proxy assembly apery the actor with shares at altered balance accounts, the shares by which anniversary proxy adumbrative represents the actor shall be articular in affiliation with the allotment for the Accepted Meeting.
Possible proxy abstracts and admiral of advocate for authorising a third-party proxy should primarily be delivered to the aggregation in cyberbanking architecture (e.g. PDF) to abode [email protected] alternatively in originals to abovementioned abode afore the aftermost date for registration.
4. Added information
Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a actor who is present at the Accepted Affair has the appropriate to appeal advice with account to the affairs to be brash at the meeting.
On the date of this apprehension to the Accepted Meeting, the absolute cardinal of shares and votes in Basware Corporation is 14,401,936.
Changes in shareholding afterwards the almanac date do not affect the appropriate to participate in the Accepted Affair or the cardinal of voting rights captivated in the Accepted Meeting.
In Espoo, Finland, on 13 May, 2020
BASWARE CORPORATIONBoard of Directors
For added information, amuse contact:Sami Takila, Accepted Counsel, Basware CorporationTel. 358 40 194 7034, [email protected]:Nasdaq Helsinki LtdMain mediainvestors.basware.com
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