Decisions of the Annual General Meeting of Basware Corporation

Basware Corporation, stock exchange release, February 15, 2013 at 07:00

Decisions of the Annual General Meeting of Basware Corporation 

The Annual General Meeting of Basware Corporation held on 14 February 2013 adopted the annual accounts for the financial period ended on 31 December 2012. The members of the Board of Directors as well as the CEO were discharged from liability for the financial period ended on 31 December 2012.

The Annual General Meeting resolved in accordance with the proposal of the Board of Directors to distribute a dividend of EUR 0.23 per share for the year 2012. The record date for the dividend is 19 February 2013 and the dividend will be paid on 26 February 2013.

The Annual General Meeting decided the number of members of the Board of Directors to be five. Mr. Hannu Vaajoensuu, Mr. Pentti Heikkinen, Mr. Ilkka Sihvo, Ms. Tuija Soanjärvi and Mr. Anssi Vanjoki were elected as members of the Board of Directors.

The Annual General Meeting decided that the remuneration for the members of the Board of Directors will be paid as follows: members EUR 27,500 per annum, vice chairman EUR 32,000 per annum and chairman EUR 55,000 per annum. In addition each member shall receive EUR 340 per attended meeting. 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 OMX 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. The restriction does not concern persons who are no longer Board members.

Ernst & Young Oy, Authorized Public Accountants organisation, was elected as the company's auditor. Ernst & Young Oy has advised that it will appoint Mr. Heikki Ilkka, Authorized Public Accountant, as the principally responsible auditor of the company. Resolution on the election of the auditor is conditional so that it will come into effect upon the registration of the resolution regarding the amendment of the Articles of Association. It was decided that the remuneration of the auditor is paid according to reasonable invoice.