Articles of Association
Business Identification code: 0592542-4
Trade register number: 353.112
Company: Basware Oyj (Basware Corporation)
Period of validity: 9 March 2012
The Act on the Right of Foreign Nationals and Certain Entities to Own and Govern Real Property and Shares [translator’s note: Act 219/1939] was repealed on 1 January 1993. Any provisions in the Articles of Association based on said Act as well as any notations made by virtue thereof are void.
Articles of Association of Basware Corporation
1. Company name and registered office
The name of the Company is Basware Oyj, in Swedish Basware Abp and in English Basware Corporation.
The Company’s registered office in in Espoo, Finland.
2. Line of business
The Company engages in the development, sale and marketing of computer software, in training, consulting and maintenance services as well as in the sale and marketing of related devices and supplies. The Company may own real estate, shares and other securities, and trade in these.
3. Book-entry securities system and matching day
The Company’s shares shall be entered in the book-entry securities system after a registration date designated by the Board of Directors of the Company.
The right to receive funds distributed by the Company and the subscription right in conjunction with an increase of the Company’s share capital shall be restricted to:
1. persons who, at the matching day, are entered as shareholders in the list of registered shareholders;
2. persons whose right to receive payment is, at the matching day, entered in the book-entry account of the shareholder entered in the list of registered shareholders, and also in the list of registered shareholders; or
3. if the share is registered in the name of a nominee, the person in whose book-entry account the share is entered at the matching day and whose nominee is entered in the list of registered shareholders as the nominee at the matching day.
4. Board of Directors
The Company’s administration and the appropriate management of its activities shall be arranged by a Board of Directors consisting of no fewer than four (4) and no more than eight (8) ordinary members. The term of office of members of the Board of Directors expires at the end of the Annual General Meeting of Shareholders first following their election.
The Board of Directors shall elect from among its number a Chairman and a Deputy Chairman. The Board of Directors has a quorum when more than a half of its members are present.
5. Chief Executive Officer (CEO)
The Company shall have a Chief Executive Officer who is appointed by the Board of Directors.
6. Representation of the Company
The right to represent the Company is held by the Chairman of the Board of Directors and by the Chief Executive Officer, each severally, and by any two members of the Board of Directors jointly.
The Board of Directors may authorize persons employed by the Company to represent the Company each severally or two jointly.
7. Auditors
The Company shall have at least one (1) and at most two (2) auditors, of which at least one must be an auditing firm authorized by the Central Chamber of Commerce. In addition, the Company shall have at least one (1) and at most two (2) deputy auditors.
Auditors are selected to serve until further notice.
8. Notice of General Meetings
Notice of General Meetings of Shareholders shall be given on the Company’s website no earlier than three (3) months and no later than three (3) weeks prior to the meeting, however no later than nine (9) day prior to the matching day for the said meeting. In addition and by decision of the Board of Directors to this effect, the Company may, subject to the same deadlines, take out an advertisement in one newspaper to give the details of the time and venue of the General Meeting of Shareholders and the Company’s Internet address.
9. Venue of General Meetings
Besides in Espoo, General Meetings of Shareholders may also be held in Helsinki or in Vantaa, as decided by the Board of Directors.
10. Right to Participate and Vote in a General Meeting
In order to be eligible to participate and vote in a General Meeting of Shareholders, a shareholder shall, no later than on the date designated by the Board of Directors and mentioned in the notice of the meeting, which date may be no earlier than ten (10) days prior to the meeting, declare to the Company his/her intention to attend.
Each share in the Company shall have one (1) vote in the General Meeting of the Company. The method of voting shall be determined by the chairman of the General Meeting.
11. Annual General Meeting of Shareholders
The Annual General Meeting of Shareholders shall be held annually on a date determined by the Board of Directors within six (6) months of the end of the Company’s financial year.
The meeting shall:
be presented with:
1. the financial statements comprising the income statement, the balance sheet, and the annual report for both the parent company and the Group;
2. the auditors’ report;
decide on:
3. the adoption of the income statement and the balance sheet;
4. any measures to which the profit or loss shown on the adopted balance sheet and/or consolidated balance sheet may give rise;
5. granting discharge from liability to the members of the Board of Directors and to the Chief Executive Officer;
6. the remuneration of the members of the Board of Directors and the auditors and their travel expense compensations;
7. the number of members on the Board of Directors;
elect:
8. the members of the Board of Directors;
9. when necessary, the auditors and the deputy auditors; deal with:
10. any other matters mentioned in the summons to the meeting;
12. Financial year
The financial year of the Company is the calendar year.