Notice of BasWare's Annual General Meeting

The shareholders of BasWare Corporation are summoned to the Annual General Meeting to be held on Tuesday, February 24, 2004 at 9:30 a.m. The meeting will take place in the auditorium of Quartetto Business Park, at Linnoitustie 4, Alto building, 02600 Espoo, Finland.

 

 

 

 

The Board of Directors proposes that the Annual General Meeting authorize the Board to resolve to increase the share capital of the Company, in one or more issues, by issuing new shares and/or one or more convertible bonds and/or option rights in such a way that the new share issues or convertible bonds or option rights authorize to subscribe a maximum of 1 710 120 new shares. According to the authorization, the share capital can be increased with a maximum of EUR 513 036.00.

 

The Board of Directors is authorized to decide that when the share capital is increased by a new share issue other than convertible bonds or option rights, the Board of Directors has a right to decide that shares can be subscribed as capital contribution or by other means on certain terms.

 

The authorization includes a right to deviate from the shareholders' pre-emptive right to subscribe to new shares, convertible bonds or option rights. The shareholders' pre-emptive right to subscription can be deviated, provided that there are important financial grounds for it, from the Company's perspective, such as enabling business arrangements and company acquisitions, company's capital management, personnel incentive program or other reasons for developing company's business activities. The authorization includes a right to decide subscription prices, who is eligible subscriber, subscription conditions, and conditions of convertible bonds and option rights.

 

The authorization is proposed to be effective as of February 28, 2004 until February 24, 2005.

 

 

The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.12 per share be paid to shareholders from the Group's distributable funds of the financial year 2003, a total of EUR 1 026 072, and that EUR 4 761 819.68 is carried forward to the retained earnings account. The dividend will be paid to a shareholder registered in the Register of Shareholders held by Finnish Central Securities Depository Ltd on the record date, February 27, 2004. The dividend will be paid on March 5, 2004.

 

 

The Board has decided to propose to the Annual General Meeting that the number of Board members be seven. The Board's Nomination Committee proposes to the Annual General Meeting that the present Board members Kirsi Eräkangas, Sakari Perttunen, Antti Pöllänen, Ilkka Sihvo, and Hannu Vaajoensuu be re-elected. In addition, the Committee proposes that Esa Korvenmaa and Ossi Pohjola be elected as new members of the Board.

 

Korvenmaa is Senior Vice President at TeliaSonera Finland, responsible for large corporate customers. He has earlier acted, among other posts, as CEO of Stonesoft Corporation and Managing Director of Hewlett-Packard Finland Oy. Pohjola has over 20 years' management experience in international IT companies, such as Andersen Consulting (the predecessor of Accenture) and Oracle. He is currently Chairman of the Board at Secgo Group Oy and Genimap Oy. According to the Article of Associations, all Board members are elected until the closing of the following Annual General Meeting.

 

 

The Board proposes to the Annual General Meeting that a fee of EUR 700 per meeting be paid for each member of the Board. Moreover, the Board members would be given 6000 series C option rights of BasWare's Finland II Option Program. The compensation, however, will not be paid to those members of the Board that work full-time in the Company.

 

 

The Board proposes to the Annual General Meeting that the Company's current auditor, PricewaterhouseCoopers Oy, Authorized Public Accountants, with APA Juha Väisänen in charge and APA Markku Marjomaa as his deputy be re-elected. The Board's proposal is that the fees of the auditor be paid according to a reasonable invoice.

 

 

Copies of the documents concerning Financial Statements

and the proposals of the Board with enclosures are on display at the Company headquarters, at Linnoitustie 2, Cello building, 02600 Espoo as of February 9, 2004. Copies of the documents will be sent to shareholders upon request, and they are also available in the Meeting. The Financial Statements may also be viewed at BasWare's Internet pages www.basware.com (in English) and www.basware.fi (in Finnish).

 

 

In order to attend in the Annual General Meeting, a shareholder must register in BasWare Corporation's Register of Shareholders held by Finnish Central Securities Depository Ltd not later than February 13, 2004.

 

 

Shareholders wishing to participate in the Meeting must give a prior notice to the Company by 4 p.m. on Wednesday, February 18, 2004 at the latest:

- by letter to BasWare Corporation, P.O.BOX 97, 02601 Espoo, Finland
- by phone to +358 9 8791 7316 / Hanne Grönlund
- by fax to +358 9 8791 7297, or
- by e-mail to IR@basware.com.

 

The written notice (letter, fax, email) should arrive at the Company before the above mentioned deadline. Possible proxies are requested to be delivered with the prior notices.