Basware’s minimum share capital is EUR 2 000 000 and the maximum is EUR 8 000 000. Within these limits, the share capital can be increased or decreased without amending the Articles of Association. The share capital on december 31, 2007 is EUR 3 440 437.20. The book counter value of a share is EUR 0.30.
Authorization to resolve on share issue
The Annual General Meeting authorized the Board to resolve on the issuance of a maximum of 2 293 624 shares and on the conveying of a maximum of 1 146 812 shares in possession of the Company in one or more installments, either against pay or free of charge.
The new shares can be issued and the Company's own shares conveyed either against payment or for free to the Company's shareholders in proportion to their holding or by means of a directed issue, deviating from the pre-emptive rights of the shareholders 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 also includes the right to grant warrants and other special rights, as specified in the Chapter 10, section 1 of the Companies Act, to receive new shares in the company or Basware shares held by the company against payment such that either the share subscription price will be paid in cash or the subscriber's receivables will be offset against the subscription price.
The authorization also includes the right to resolve on a free issue to the Company itself. The amount of the shares issued to the Company can be a maximum of 1 146 812 shares, including shares acquired based on the authorization or the previously acquired own shares of the Company.
The subscription prices of new shares and the sum paid for the own shares will be recorded in the fund for invested non-restricted equity.
The authorization is valid until March 31, 2009.
Authorization to resolve on acquiring the Company's own shares
The AGM authorized the Board to resolve on the acquisition of a maximum of 1 146 812 own shares, pursuant to the Chapter 15, section 5 of the Companies Act.
The new shares are acquired with invested non-restricted equity on the market price at the Helsinki Stock Exchange at the time of the acquisition.
The shares can either be held by the Company, nullified or conveyed further.
The authorization for acquisition is valid until March 31, 2009.
Decision on the Decrease of Share Premium
The AGM authorized the company share premium to be decreased by EUR 33 057 787,45 for the purpose of transferring the decreased amount to the company's distributable equity.