Notice of Basware Annual General Meeting
(Thomson Reuters ONE) - Basware Corporation Stock Exchange Release, January 27, 2010 at 14:55Notice of Basware Annual General MeetingBasware Corporation's shareholders are summoned to the Annual General Meeting tobe held on Thursday, February 18, 2010 starting at 14:00. The Annual GeneralMeeting will take place at Diana-auditorium; address Erottajankatu 5, Helsinki,Finland. The registration of shareholders starts at 13:00.The following matters will be on the agenda of the Annual General Meeting:The matters to be handled at the Annual General Meeting pursuant to Article 11of the Articles of Association1. Presentation of the Financial Statements of the parent company as well as ofthe consolidated Financial Statements2. Presentation of the Auditor's Report3. Approval of the Income Statements and Balance Sheets4. Resolution on any measures occasioned by the profit or loss shown in theapproved balance sheet or consolidated balance sheet 5. Resolution ondischarging the members of the Board of Directors and the Chief ExecutiveOfficer from liability6. Resolution on the remuneration payable to the members of the Board ofDirectors and the auditors7. Resolution on the number of members of the Board of Directors8. Election of the members of the Board of Directors9. Election of the regular Auditors and deputy auditorsShareholders' proposal to the Annual General MeetingNumber of members of the Board of DirectorsBasware Corporation has received a notification that over 40 percent of theholders of the number of the votes submit a proposal to the Annual GeneralMeeting that six (6) members would be elected to the Board of Directors.Members of the Board of DirectorsBasware Corporation has received a notification that over 40 percent of theholders of the number of the votes submit the proposal to the Annual GeneralMeeting that Hannu Vaajoensuu, Sakari Perttunen, Matti Copeland, PenttiHeikkinen, Eeva Sipil?nd Ilkka Toivola be elected to the Board of Directors ofBasware Corporation.Eeva Sipil?born 1973, MSc (Econ) is the CFO of Cargotec Oyj (since 2008).Previously she worked as the Senior Vice President and of IR & Communications atCargotec (2005-2008) and Vice President and of Investor relations at Metso Oyj(2002-2005).The Board's propositions to the matters to be handled at the Annual GeneralMeeting pursuant to Article 11 of the Articles of AssociationDistribution of dividendThe Board proposes to the Annual General Meeting that for 2009 a dividend of EUR0.36 per share would be paid to the shareholders from the Group's distributablefunds and that the remainder is carried forward to the retained earningsaccount.The dividend will be paid to those shareholders that on the record date ofFebruary 23, 2010 are registered in the Register of Shareholders held by theFinnish Central Securities Depository Ltd. The dividend will be paid on March2, 2010.Remuneration of the Board of DirectorsThe Board proposes to the Annual General Meeting that the remuneration of themembers of the Board of Directors would be the following:-Members EUR 26 000 per year;-Deputy Chairman EUR 30 000 per year and-Chairman EUR 52 000 per yearThe remuneration is not paid to those members of the Board who are employed byBasware Corporation.Additionally, all members of the Board are to be paid a meeting fee of EUR 325per meeting.Annual remuneration will be paid in the following manner: those members of theBoard whose share ownership of Basware Corp. is less than 5 000 shares, will beacquired Basware shares, publicly traded at NASDAQ OMX Helsinki Ltd, for theamount of 40 percent of the gross sum of the annual remuneration. The shareswill be acquired as soon as possible after the closing of the Annual GeneralMeeting.Election and compensation of the auditorThe Board proposes to the Annual General Meeting that Ernst & Young Oy,Authorized Public Accountants, with APA Heikki Ilkka in charge would be electedas regular Auditor, and APA Terhi M?nen as the deputy auditor.The Board's proposal is that the compensation for auditing would be paidaccording to the proposed reasonable fee.Board's proposals to the Annual General Meeting1 Proposal to authorize the Board to resolve on share issueThe Board proposes to the Annual General Meeting that it would be authorized toresolve on the issuance of a maximum of 2 293 624 shares and on the conveying ofa maximum of 1 146 812 shares in possession of the Company in one or moreinstallments, either against pay or free of charge.The new shares would be issued and the Company's own shares conveyed eitheragainst payment or for free to the Company's shareholders in proportion to theirholding or by means of a directed issue, deviating from the pre-emptive rightsof the shareholders provided that from the Company's perspective there areimportant financial grounds for it, such as enabling business arrangements andcompany acquisitions, company's capital management, personnel incentive programor other reasons for developing the Company's business activities.The authorization would also include the right to grant warrants and otherspecial rights, as specified in the Chapter 10, section 1 of the Companies Act,to receive new shares in the company or Basware shares held by the companyagainst payment such that either the share subscription price will be paid incash or the subscriber's receivables will be offset against the subscriptionprice.The authorization would also include the right to resolve on a free issue to theCompany itself. The amount of the shares issued to the Company can be a maximumof 1 146 812 shares, including shares acquired based on the authorization or thepreviously acquired own shares of the Company.The subscription prices of new shares and the sum paid for the own shares wouldbe recorded in the fund for invested non-restricted equity.The authorization would be valid until March 31, 2011.2 Proposal on the authorization of the Board to resolve on acquiring theCompany's own sharesThe Board proposes to the Annual General Meeting that the Board would beauthorized to resolve on the acquisition of a maximum of 1 146 812 own shares,pursuant to the Chapter 15, section 5 of the Companies Act.The new shares are acquired with invested non-restricted equity on the marketprice at the Helsinki Stock Exchange at the time of the acquisition.The shares can either be held by the Company, nullified or conveyed further.The authorization for acquisition is valid until March 31, 2011.Meeting documentsCopies of the documents regarding Financial Statements and the Board's proposalsincluding enclosures can be found as of February 4, 2010 at the Companyheadquarters at Linnoitustie 2, Cello building, 02600 Espoo, Finland. Copies ofthe documents will be sent to shareholders upon request and they are alsoavailable at the Annual General Meeting. Financial Statements will be publishedat www.basware.com
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Datum: 27.01.2010 - 07:57 Uhr
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