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Basware 2020 Governance Financials
Ernst & Young Oy, Authorized Public Accounting Firm, was elected as the company’s auditor�
The Board of Directors was authorized to decide on repurchasing a maximum of 1,420,000
company’s own shares� The company’s own shares shall be repurchased otherwise than in
proportion to the holdings of the shareholders by using the non-restricted equity through
trading on regulated market organized by Nasdaq Helsinki Ltd at the market price prevailing at
the time of acquisition� The repurchase authorization shall be valid for 18 months and it shall
revoke the previous authorizations for repurchasing the company’s own shares�
The Board of Directors was authorized to decide on issuing new shares or conveying the
company’s own shares held by the company or granting special rights entitling to shares� The
Board of Directors may grant special rights, which carry the right to receive, against pay
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ment, new shares of the company or the company’s own shares held by the company� A total
maximum of 260,000 new shares may be issued or company's own shares held by the company
may be conveyed for the purposes of company’s incentive program, and in addition, a total
maximum of 720,000 new shares may be issued or company's own shares held by the company
may be conveyed for other purposes than company’s incentive program� The subscription
price of the new shares and the consideration payable for the company’s own shares shall be
recorded under the invested non-restricted equity fund� The Board of Directors shall decide on
all other terms and conditions related to the authorizations� The authorizations shall be valid
for 18 months�
On June 4, 2020 Basware announced via stock exchange release the resolutions of the Annual
General Meeting� The resolutions from Annual General Meetings are available on Basware’s
investor website at https://investors.basware.com/en/annual-general-meeting
Changes in Executive Team
On August 13, 2020, Basware announced that it had appointed Mogens Pedersen as Chief
Technology Officer and Perttu Nihti as Chief Product Officer� Appointments were effective as of
September 1, 2020 when both became members of the Executive Team, reporting to the CEO
Klaus Andersen�
Other events of the period
Share issue to the company itself without consideration
On June 4, 2020 Basware announced that the Board of Directors had resolved on an issue of
19,000 new shares in the company to the company itself without consideration� The new shares
to be issued are of the same class as the existing shares in the company� The total number of
the company's shares after the share issue is 14,420,936 shares, of which 23,297 shares in
total are held by the company� The new shares issued to the company will be used for reward
payments under the company's incentive programs�
As a result of the share issue, the Board of Directors also decided upon the adjustment of
the number of shares that can be subscribed on the basis of the 1,000 freely transferable
warrants issued by the company to Bregal Milestone in March 2019� Following such adjustment,
the warrants entitle their holder to subscribe for a total of 1,001,000 shares in the company
(before the adjustment, 1,000,000 shares) at an adjusted subscription price of EUR 29�8764 per
share (before the adjustment, the subscription price per share was EUR 29�9158)� To increase
the number of shares that may be subscribed for with the warrants, the Board of Directors
exercised the authorization granted by the Annual General Meeting of shareholders by deciding
upon issuance of special rights that entitle their holder to subscribe for 1,000 new shares in
the company� These adjustments to the terms and conditions of the warrants became effective
upon registration with the Finnish Trade Register, which took place on June 17, 2020�
Conveyances of Basware Corporation’s own shares
On June 23, 2020 Basware announced that the Board of Directors decided on a directed share
issue for the reward payment of Basware Corporation's Performance Share Plan 2017-2019,
Matching Share Plan 2017 and Restricted Share Plan 2017� In the share issue 16,821 Basware
Corporation shares were issued and conveyed without consideration to the key persons
participating in the plans according to the terms and conditions of the incentive schemes� After
the directed share issue, the company held 6,476 own shares�
On October 8, 2020, Basware announced that the Board of Directors decided on a directed
share issue for the reward payment of Basware Corporation's Restricted Share Plan 2017� In the
share issue 1,000 Basware Corporation shares were issued and conveyed without consideration
to the key persons participating in the plan according to the terms and conditions of the plan�
After the directed share issue, the company held 5,476 own shares�
Events after the period
Share issue to the company itself without consideration
On January 14, 2021, the Board of Directors of Basware Corporation has resolved on an issue
of 43,000 new shares in the company to the company itself without consideration pursuant
to the share issue authorization granted to it by the Annual General Meeting held on June 4,
2020� The new shares to be issued to the company will be used for reward payments under
the company's incentive programs� The new shares to be issued are of the same class as the