Basware Corporation, stock exchange release, January 26, 2017 at 15:00
Nomination Committee's proposals to Basware's Annual General Meeting 2017
Proposal on the composition of Board of Directors
The Nomination Committee proposes that the number of members of the Board of Directors of Basware Corporation would be six (6).
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 at www.basware.com/investors.
Proposal on Board of Directors' remuneration
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.
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.
The Nomination Board
The Annual General meeting of Basware Corporation, held on March 15, 2016, decided to establish a permanent Shareholders' Nomination Board in accordance with the proposal of the Board of Directors. On September 23, 2016, Mr. Mikko Mursula (Chief Investment Officer, Ilmarinen Mutual Pension Insurance Company), Mr. Ilkka Sihvo (Vice Chairman of the Board of Directors and CEO of Solaforce and Softaforce), Mrs. Kirsi Eräkangas (several board chairman or vice chairmanships or memberships and a major shareholder) and Mr. Hannu Vaajoensuu (Chairman of Basware's Board of Directors and several other board chairman or vice chairmanships or memberships), were nominated as members of the Nomination Board of the company. Mr. Mursula is the Chairman of the Nomination Board.
The Board of Directors of Basware Corporation will include these proposals into the notice of the Annual General Meeting of 2017. The Annual General Meeting is tentatively scheduled to be held on Thursday, March 16, 2017 in Helsinki, Finland. The Board of Directors will convene the meeting separately at a later date.
For more information:
Sirje Ahvenlampi-Hyvönen, Communications Director, Basware Corporation
Tel. +358 50 557 3822, firstname.lastname@example.org
Basware (Nasdaq: BAS1V) is the global leader in providing networked purchase-to-pay solutions, e-invoicing and innovative financing services. Basware's commerce and financing network connects businesses in over 100 countries and territories around the globe. As the largest open business network in the world, Basware provides scale and reach for organizations of all sizes, enabling them to grow their business and unlock value across their operations by simplifying and streamlining financial processes. Small and large companies around the world achieve significant cost savings, more flexible payment terms, greater efficiencies and closer relationships with their suppliers. Find out more at www.basware.com/investors.
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