Articles of Association of Basware Corporation
Business Identification code: 0592542-4
Trade register number: 353.112
Company: Basware Oyj (Basware Corporation)
Period of validity: March 14, 2013
1. Company name and registered office
The name of the Company is Basware Oyj, Basware Abp in Swedish, and Basware Corporation in English. The Company’s registered office is in Espoo, Finland.
2. Line of business
The Company engages in the development, sale and marketing of computer software, in training, consulting and maintenance services and in the sale and marketing of related devices and supplies. The Company may own real estate and securities and trade in these.
3. Book-entry securities system
The Company’s shares are included in the book-entry securities system.
4. Board of Directors
The Company’s administration and the appropriate management of its activities shall be arranged by a Board of Directors consisting of no fewer than four (4) and no more than eight (8) ordinary members. The term of office of members of the Board of Directors expires at the end of the Annual General Meeting of Shareholders first following their election.
The Board of Directors shall elect from among its members a Chairman and a Deputy Chairman. The Board of Directors has a quorum when more than a half of its members are present.
5. Chief Executive Officer (CEO)
The Company shall have a Chief Executive Officer who is appointed by the Board of Directors.
6. Representation of the Company
The right to represent the Company is held by the Chairman of the Board of Directors and by the Chief Executive Officer, each severally, and by any two members of the Board of Directors jointly.
The Board of Directors may authorize persons employed by the Company to represent the Company each severally or two jointly.
The Company shall have one (1) auditor, which must be an auditing firm authorized by the Central Chamber of Commerce. The term of the auditor shall end and the term of the new auditor shall begin at the end of the General Meeting of Shareholders deciding on the election of the new auditor.
8. Summons to General Meeting
Summons to General Meeting of Shareholders shall be announced on Company's website no earlier than three (3) months and no later than three (3) weeks prior to the General Meeting of Shareholders, however, at least nine (9) days prior to the record date of the General Meeting of Shareholders. In addition, the Company may, if so decided by the Board of Directors, within the same time announce the time and place of the General Meeting of Shareholders as well as the address of the Company's website in one newspaper.
9. Venue of General Meetings
Besides in Espoo, General Meetings of Shareholders may also be held in Helsinki or in Vantaa, as decided by the Board of Directors.
10. Right to participate and vote in a General Meeting
In order to be eligible to participate in a General Meeting of Shareholders, a shareholder shall declare to the Company his/her intention to attend no later than on the date mentioned in the notice of the meeting, which date may be no earlier than ten (10) days prior to the meeting.
Each share in the Company shall have one (1) vote in the General Meeting of the Company. The method of voting shall be determined by the chairman of the General Meeting.
11. Annual General Meeting of Shareholders
The Annual General Meeting of Shareholders shall be held annually on a date determined by the Board of Directors within six (6) months of the end of the Company’s financial year.
The meeting shall
be presented with:
1. the annual accounts and the report of the Board of Directors;
2. the auditor’s report;
3. the adoption of the annual accounts;
4. the use of the profit shown on the balance sheet;
5. granting discharge from liability to the members of the Board of Directors and to the Chief Executive Officer;
6. the remuneration of the members of the Board of Directors and the auditor and their travel expense compensations;
7. the number of members of the Board of Directors;
8. the members of the Board of Directors;
9. the auditor;
10. any other matters mentioned in the summons to the meeting;
12. Financial year
The financial year of the Company is the calendar year.