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Shares and share-based incentive schemes

Basware (BAS1V) has been listed on Nasdaq Helsinki since 2000.

Trading code BAS1V
ISIN code FI0009008403
LEI code
743700ULKFAAEA2N3D13 
Sector Teknologia, Mid
Book-counter value EUR 0,30
Listing price on February 29, 2000 EUR 5,70
Closing price on December 31, 2015 EUR 37,32

The total number of shares amounts to 14,401,936. The company has one series of shares, and all the shares carry one vote and an equal right to a dividend.

Dividend policy

Basware aims at increased market capitalization. When preparing the dividend policy, Basware's Board of Directors considers company's financial position, profitability and prospects in the near future as well as its long-term growth potential. According to the company’s refined strategy, announced on February 2, 2016, the company will make significant investments to accelerate growth in its key markets and operations and therefore it does not aim for dividend payments during the strategy period 2016-2018.

Share-based incentive schemes

The short-term remuneration of the top management consists of salary, fringe benefits and a possible annual bonus based on performance. Long-term remuneration of the top management consists of a share-based incentive scheme. The Executive Team members’ performance bonus is no more than 50 percent of annual basic salary. The performance bonus percentage is not limited in the CEO’s contract of employment. The bonus is determined on the basis of the attainment of personal objectives and goals supporting the company's growth and profitability according to its strategy. The Board of Directors monitors the fulfillment of the performance and result criteria of the incentive scheme twice a year and approves the bonus.

Share-based incentive plan for key personnel for 2016-2019

The Board of Directors decided, announced on February 2, 2016, to establish a new share-based incentive plan, directed to senior management and key personnel of the company. The share-based incentive plan is an element of annual bonus plan for the target group and will be linked to the employee’s performance which will be measured for the full year of 2016. Each participating employee will be able to purchase Basware shares in April 2017, utilizing 25 percent of their achieved bonus reward. In the case an employee holds these purchased shares for a 2-year period, the company will provide a one-to-one match against these shares, to be paid to the employee after April 2019.

The aim of this plan is to reward performance and commit the key employees to the company whilst ensuring a competitive reward plan with a shareholding in the company. The matched shares to be distributed based on the plan in April 2019 amount at the target level to approximately 5.000 Basware Corporation shares (including also the proportion to be paid in cash). The new incentive plan including a share-based element will be directed to approximately 40 people. The possible shares to be distributed to the employees in the plan will consist of own shares held by the company or new shares acquired in public trading through Nasdaq Helsinki Ltd.

Share-based incentive plan for key personnel for 2015-2017

The Board of Directors of Basware Corporation decided on March 23, 2015 to establish a share-based incentive plan directed to a group of key personnel from the beginning of 2015 until the end of 2017. The aim of the plan is to combine the objectives of the shareholders and the key personnel in order to increase the value of the company, commit the key personnel to the company, and offer them a competitive reward plan based on shareholding in the company. Accordingly, the Board of Directors encourages the Basware Executive Team members to hold shares in the company equaling the value of annual gross base salary.

The system includes three earning periods, calendar years 2015, 2016 and 2017. The first one thirds of the earned shared will be allocated 6 months, the second one thirds 12 months and the third one thirds 18 months after the end of the earning period. In addition, in early 2015, the members of Basware Executive Team may be allocated shares against purchased shares (11.000 in maximum) without consideration against shareholding of three years during the earning periods in 2015-2017.

The Board of Directors decides on the earnings criteria and related targets separately for each annual earning period at the beginning of the earning period. The possible reward for the earning period 2015 is based on the revenue and operating profit growth and the total shareholder return of Basware Corporation.

The shares to be allocated based on the plan for 2015-2017 at the target level amount to approximately 243.593 Basware Corporation shares (including also the proportion to be paid in cash) and total up to 313.371 shares. The possible shares to be allocated will consist of own shares held by the company or acquired in public trading through Nasdaq Helsinki Ltd.

Share-based incentive plan for key personnel for 2012-2015

Basware informed about a new share-based incentive plan for Basware Group key personnel for 2012-2014 on February 17, 2012. On February 15, 2013, the Board of Directors updated this plan to continue until the end of 2015. The terms of the incentive plan remained the same, with the exception of adding one earning period to the plan.

The aim of the plan is to combine the objectives of the shareholders and the key personnel in order to increase the value of the company, commit key personnel to the company and offer them a competitive reward plan. Accordingly, the Board of Directors encourages Basware Executive Team members to hold shares in the company equalling the value of their annual gross basic salary.

The system includes four earning periods – calendar years 2012, 2013, 2014 and 2015. It comprises annual earning periods 2012, 2013, 2014, and 2015 and a fixed earning period 2013-2015. Members of Basware's Executive Team may be allocated additional shares without consideration against shareholding during the earning period 2012-2015.

The Board of Directors decides on the earnings criteria and related targets separately for each annual earning period at the beginning of the earning period. There are employment-related conditions for eligibility for reward payment. The reward for the fixed earning period 2013-2015 is based on Basware Corporation's earnings per share (EPS). The target group of the fixed earning period 2013-2015 includes the members of the Basware Executive Team.

The shares to be allocated at the target level will continue to correspond at the current share price to the approximate amount of 275,000 Basware Corporation shares (including also the proportion to be paid in cash) and totaling to 412,500 at the maximum. The possible shares to be allocated will consist of shares held by the company or acquired in public trading through Nasdaq Helsinki Ltd.

 

 

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