Notice of BasWare's Annual General Meeting 2005

BasWare Corporation's shareholders are summoned to the Annual General Meeting to be held on Thursday, March 3, 2005 starting at 09.00. The registration starts at 08.30. The meeting will take place in the Quartetto Business Park Auditorium, at Linnoitustie 4, Alto building, Espoo, Finland.

 

The following matters will be on the agenda of the Annual General Meeting:

 

 

The Board of Directors proposes that the Annual General Meeting would 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 warrants in such a way that the rights issue or convertible bonds or warrants authorize to subscribe a maximum of 1 728 786 new shares. According to the authorization, the share capital can be increased with a maximum of EUR 518 635,80.      

 

The Board would be authorized to resolve that when the share capital is increased by a rights issue other than convertible bonds or warrants, the Board can resolve to subscribe shares as capital contribution or by other means in certain terms.

 

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

 

The authorization is proposed to be in effect from March 4, 2005 until March 3, 2006.

 

 

The Board proposes to the Annual General Meeting that a dividend of EUR 0.12 per share would be paid to the shareholders from the Group's distributable funds, totaling EUR 1 037 271,90 for 2004 and that EUR 8 920 562,10 is carried forward to the retained earnings account. The dividend will be paid to those shareholders that on the record date of March 8, 2005 are registered in the Register of Shareholders held by the Finnish Central Securities Depository Ltd. The dividend will be paid on March 15, 2005.

 

 

The Board's Compensation and Nomination Committee proposes to the Annual General Meeting that five members are to be elected to the Board. Kirsi Eräkangas, Esa Korvenmaa, Ossi Pohjola, Antti Pöllänen and Hannu Vaajoensuu are the nominees for the Board and currently all of them are also members of the Board and have given their consent to continue as members. According to the Article of Associations, all members of the Board are elected until the closing of the following Annual General Meeting.       

 

Eräkangas, Pöllänen and Vaajoensuu are significant shareholders and hold a position in the Company. According to the Nomination Committee it is in the interests of the Company that the long-time members of the Board contribute to the Board's work with their expertise and experience. Korvenmaa and Pohjola are independent of the Company and its significant shareholders.

 

 

The Board's Compensation and Nomination Committee proposes to the Annual General Meeting that the compensation for the period would be EUR 10 000. In addition, the Board member are to be given 1 200 BasWare's Warrant Program Finland II's B series warrants and 1 800 C series warrants of the same warrant program, a total of 3 000 warrants. The compensation, however, will not be paid to the members of the Board who work full-time in the Company.

 

According to the Nomination Committee, the use of a share-related compensation is justified since the amount of the warrants given is reasonable. In addition, the compensation reinforces the Board members' strive to act for the interests of the shareholders.

 

 

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 would be re-elected. The Auditor has given his consent to continue as the auditor of the Company. The Board's proposal is that the compensation for auditing would be paid according to the proposed reasonable fee.

 

 

Copies of the documents regarding Financial Statements and the Board's proposals including enclosures can be found as of February 10, 2005 at the Company headquarters at Linnoitustie 2, Cello building, 02600 Espoo, Finland. Copies of the documents will be sent to shareholders upon request and they are also available at the Annual General Meeting. Financial Statements have been published as part of BasWare's Annual Report at www.basware.com/annualreport (in English) and www.basware.fi/vuosikertomus (in Finnish).   

 

 

In order to attend in the Annual General Meeting, the shareholder must register in BasWare Corporation's Register of Shareholders held by Finnish Central Securities Depository Ltd no later than February 21, 2005.

 

 

Shareholders wishing to participate in the Annual General Meeting must give a prior notice to the Company by 16.00 on Thursday, February 24, 2005 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 email 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.

In Espoo, February 8, 2005

 

BASWARE CORP.

The Board of Directors

For more information, please contact:

 

Chairman of the Board, Hannu Vaajoensuu, BasWare Corp., tel. +358 98791 7250 or +358 40 501 8250, e-mail hannu.vaajoensuu@basware.com

 

BASWARE CORP.
Hannu Vaajoensuu

 

Distribution:
Helsinki Stock Exchange
Principal media