Resolutions of BasWare Annual General Meeting

BasWare Corporation's Annual General Meeting (AGM) held on February 15, 2006 adopted the income statement and balance sheet as well as the Group income statement and Group balance sheet for 2005. The AGM also discharged the members of the Board of Directors and CEO from liability for financial year 2005.

 

The Annual General Meeting resolved to distribute a dividend of EUR 0.10 per share for 2005, a total of EUR 1 069 725.90 with the current number of shares, as proposed by the Board of Directors. The remainder was resolved to carry forward to the retained earnings account. The dividend will be paid on February 27, 2006 to shareholders registered in the company's Register of Shareholders held by Finnish Central Securities Depository Ltd on the record date of February 20, 2006.

 

The AGM confirmed the number of Board members to be six. All Board members were elected until the closing of the next Annual General Meeting. Kirsi Eräkangas, Ossi Pohjola, Antti Pöllänen and Hannu Vaajoensuu were re-elected as well as Asko Ahonen and Tom Bangemann were elected as new members to the Board of Directors. Esa Korvenmaa who earlier acted as a Board member had informed before the AGM that he is not available to serve the Board in the coming term of service.

 

Ahonen has since 1985 acted as the CEO of Analyste Corp, a company that develops financial administration software. BasWare acquired Analyste in January 2006 and the company continues as BasWare's subsidiary. Ahonen will not continue in the operative business operations at Analyste or BasWare after the AGM.

 

Bangemann is European Practice Leader of an American consulting company The Hackett Group since 2002. Earlier he has held senior positions at Andersen Business Consulting during 1997-2002 and prior to that as Auditor in Arthur Andersen Audit in Germany during 1993-1997.

 

The Annual General Meeting resolved to compensate the members of the Board of Directors with an annual fee of EUR 20,000. The compensation, however, will not be paid to those members that work full-time in the Company. In addition, all Board members are paid a fee of EUR 250 per meeting.

 

The AGM further resolved to elect Deloitte & Touche Oy, Authorized Public Accountants, as the new Auditor, with APA Eero Lumme in charge, and APA Teppo Rantanen as the deputy auditor. The Auditor will be paid according to the proposed reasonable fee.

 

The AGM authorized the Board of Directors to increase the share capital in one or more issues by issuing new shares and/or convertible bonds and/or by warrants in such a way that the rights issue or convertible bonds or warrants authorize to subscribe a maximum of 2 139 451 new shares. According to the authorization, the share capital can be increased with a maximum of EUR 641 835.30, which is the maximum of one fifth of the registered share capital on the day of the Annual General Meeting. When the share capital is increased by a rights issue other than convertible bonds or warrants, the Board of Directors has a right to decide that shares can be subscribed as capital contribution or by other means with certain conditions.

 

The authorization includes 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, provided that there are considerable 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 the Company's business operations. The authorization includes a right to decide subscription prices, eligible subscribers, subscription conditions, and conditions of convertible bonds and warrants.

 

The authorization replaced the authorization given by the Annual General Meeting on March 3, 2005, which was effective until March 3, 2006. The new authorization is effect for a year from the end of the Annual General Meeting, until February 14, 2007.

 

 

In its first meeting held after the Annual General Meeting, the Board of Directors elected Hannu Vaajoensuu as chairman and Kirsi Eräkangas as vice chairman of the Board. The Board further resolved that separate committees would not be formed in 2006 since the extent of the company's business and the size of the Board do not require preparation of matters in a smaller group of directors than the Board.

 

 

 

Hannu Vaajoensuu, Chairman of the Board, BasWare Corporation,

Tel. +358 9 8791 7250, or +358 40 501 8250