Share and Shareholders
The Basware share has been listed on the Helsinki Stock Exchange since February 29, 2000. The listing price of the share was EUR 5.70. Basware transferred to the Main List of the stock exchange on October 19, 2004, and the share is listed in the Information Technology business sector.
Basware shares are currently listed on NASDAQ OMX Helsinki Ltd in the Information Technology sector, Mid-Cap segment. The company has one series of shares, with the trading code BAS1V.
At the end of 2012, the total number of shares issued by Basware was 12 931 229 (12 931 229). The book counter value per share is EUR 0.30. Each share confers one vote in the general meeting of shareholders, and all shares carry an equal right to dividend.
Basware’s share capital totaled EUR 3 528 368.70 at the end of 2012.
Share price Performance and Trading
During 2012, the highest price of the share was EUR 24.00 (EUR 28.10), the lowest was EUR 16.70 (EUR 14.95) and closing price was EUR 20.25 (EUR 16.45). The average price of the share was
EUR 20.84 (EUR 21.58) during the period.
A total of 1 514 703 (5 079 523) shares were traded during the period, equivalent to 11.8 percent (40.1%) of the average number of shares. Market capitalization with the period’s closing price on December 31, 2012 was EUR 260 182 550 (EUR 211 737 063).
On February 16, 2012, the Annual General Meeting decided to authorize the Board of Directors to decide on issuing new shares and/or conveying the company's own shares held by the company and/or granting special rights entitling to shares pursuant to Chapter 10, Section 1 of the Finnish Companies Act in accordance with the proposal of the Board of Directors.
By virtue of the authorization, the Board of Directors is entitled to decide on repurchasing a maximum of 1 290 000 company's own shares. The repurchase authorization is valid until June 30, 2013. The company has repurchased 49 114 own shares by December 31, 2012. The total amount of own shares held by the company on December 31, 2012, is 82 708 shares, representing approximately 0.6% of all of outstanding shares.
A total of EUR 963 038.78 was used for repurchasing own shares in 2012.
The company's own shares will be repurchased otherwise than in proportion to the holdings of the shareholders by using the non-restricted equity through public trading on NASDAQ OMX Helsinki Ltd at the market price prevailing at the time of acquisition. The shares shall be repurchased and paid for in accordance with the rules of NASDAQ OMX Helsinki Ltd and Euroclear Finland Ltd.
Basware did not have any warrant programs in force in 2012.
Share-based Incentive Plans
Earning periods 2012, 2013 and 2014
The Board of Directors of Basware Corporation decided on a new share-based incentive plan for the Basware Group key personnel on February 17, 2012. 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 holding the company shares. 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 2012, 2013 and 2014. The system comprises annual earning periods 2012, 2013, and 2014 and fixed earning period 2012–2014. Members of Basware Executive Team may be allocated additional shares without consideration against shareholding during the earning period 2012–2014.
The Board of Directors decides on the earnings criteria and targets to be established for them separately for each annual earning period at the beginning of the earning period. The bonus for the earning period 2012 is based on Basware Group's net sales. Any reward for the annual earning period 2012 will be paid in December 2014 partially as shares in the company and partially in cash. The proportion paid in cash covers the taxes and tax-like charges resulting from the bonus. The target group for the earning period 2012 consists of 26 persons, including the members of the Basware Executive Team.
The reward for the earning period 2012–2014 is based on Basware Corporation's earnings per share (EPS). Any reward for the fixed earning period 2012–2014 will be paid during the first quarter of 2015 partially as shares in the company and partially in cash. The proportion paid in cash covers the taxes and tax-like charges resulting from the bonus. The target group for the earning period 2012–2014 consists of the members of the Basware Executive Team.
The total number of Basware Corporation shares to be conveyed on the basis of the incentive plan at the target level amounts to approximately 275 000 (including also the proportion to be paid in cash) and at maximum approximately 412 500. Basware Corporation shares owned by the company or acquired from the stock market will be used as shares to be possibly conveyed under the plan. There are employment-related conditions for eligibility for reward payment.
Earning periods 2009, 2010 and 2011
The Board of Directors of Basware Corporation approved a share-based incentive plan for the Basware Group key personnel on March 11, 2009. The Plan includes three earning periods, calendar years 2009, 2010 and 2011. The Board of Directors decides on the earnings criteria and targets to be established for them separately for each earning period at the beginning of each earning period.
The reward of the system for the earning period 2009 is based on the group’s earnings per share (EPS). The reward for the earning period 2009 was paid in December 2011 partially as shares in the company and partially in cash. The proportion paid in cash covers the taxes and tax-like charges resulting from the bonus. The target group for the earning period 2009 consisted of the members of the Basware Executive Team. The rewards paid on the basis of the earning period 2009 corresponded to a total of 61 250 Basware Corporation shares (including also the proportion to be paid in cash).
The target group for the earning period 2010 consists of the members of the Basware Executive Team. The total rewards paid on the basis of the earning period 2010 corresponded to the value of 51 355 Basware Corporation shares (including also the proportion to be paid in cash).
The target group for the earning period 2011 consists of the members of the Basware Executive Team. The rewards to be paid on the basis of the earning period 2011 will correspond to the approximate value of a maximum total of 94,350 Basware Corporation shares (including also the proportion to be paid in cash). The reward for the earning period 2011 will be paid in December 2013.
Basware had 14,443 (15 017) shareholders on December 31 including nominee-registered holdings (12). Nominee-registered holdings accounted for 11.2 percent (12.4%) of the total number of shares.
The company holds 82 708 Basware Corporation shares, corresponding to approximately 0.6% of all shares in the company.
During the review period, Basware announced one notification of change in ownership when the total number of shares held by OP-Rahastoyhtiö Oy and investment funds managed by it exceeded 5% of Basware Corporation's share capital and voting rights on August 24, 2012.
Distribution of holdings by number of shares, December 31, 2012
|Number of shares||Number of holders||Shares, pcs||Votes, %|
Distribution by sector, December 31, 2012
|Number of holders||Shares, pcs||Votes, %|
|Financial and insurance institutions||23||2,781,678||21.5|
|Public sector organizations||7||2,645,949||20.5|
Major shareholders, December 31, 2012
|Shares, pcs||Votes, %|
|1.Ilmarinen Mutual Pension Insurance Company||1,471,407||11.4|
|6.Varma Mutual Pension Insurance Company||530,000||4.1|
|7.Fondita Nordic Micro Cap Placeringsf||460,000||3.6|
|8.Nordea Nordic Small Cap Fund||387,585||3.0|
|10.Veritas Pension Insurance Company||368,608||2.9|
|13.Investment Fund Aktia Capital||273,313||2.1|
|14.The State Pension Fund||256,000||2.0|
|16.Sr Danske Invest Suomi Kasvuosake||175,776||1.4|
|19.Fim Fenno Fund||162,554||1.3|
|20.Fim Forte Fund||150,000||1.2|
|20 largest shareholders total||8,834,464||68.3|
|Nominee registered shares||1,453,731||11.2|