BasWare - Notice to general meeting

Notice To The Annual General Meeting

Basware Corporation stock exchange release, January 25, 2011 at 09:00

Notice is given to the shareholders of Basware Corporation to the Annual General
Meeting  of Shareholders to be held on Thursday, 17 February at 2:00 PM at Hotel
Kämp, Mirror Room, Pohjoisesplanadi 29, 00100 Helsinki. The reception of persons
who have registered for the meeting will commence at 1.00 PM.

A.   Matters on the agenda of the General Meeting

1.    Opening of the meeting

2.    Calling the meeting to order

3.            Election of persons to scrutinize the minutes and to supervise the
counting of votes

4.    Recording the legality of the meeting

5.    Recording the attendance at the meeting and adoption of the list of votes

6.            Presentation  of the annual  accounts, the report  of the Board of
Directors and the auditor's report for the year 2010

  Review by the CEO

7.    Adoption of the annual accounts

8.            Resolution on the use of the profit shown on the balance sheet and
the payment of dividend

The Board of Directors has decided to propose to the Annual General Meeting that
a dividend of EUR 0,40 per share be paid for the year of 2010. The dividend
decided by the Annual General Meeting will be paid to shareholders registered on
22 February 2011 in the company's Shareholder Register maintained by Euroclear
Finland Ltd. The Board of Directors proposes to the Annual General Meeting that
the dividend be paid on 1 March 2011.

9.            Resolution  on  the  discharge  of  the  members  of  the Board of
Directors and the CEO from liability

10.  Resolution on the remuneration of the members of the Board of Directors

The  shareholders representing more  than 25 % of  the shares, have notified the
Board of Directors that they will propose to the Annual General Meeting that the
remuneration for the members of the Board of Directors will be paid as follows:

          * members EUR 27,500 per annum;
          * vice chairman EUR 32,000 per annum; and
          * chairman EUR 55,000 per annum


In addition each member shall receive EUR 340 per attended meeting. Out of the
annual remuneration to be paid to the Board members, 40 per cent of total gross
compensation amount will be used to purchase Basware Corporation's shares in
public trading through NASDAQ OMX Helsinki Ltd. However, this only concerns
Board members whose ownership of Basware Corporation is less than 5.000 shares.
The purchase of shares will take place as soon as possible after the Annual
General Meeting. Shares received as remuneration may not be sold or otherwise
transferred during a period of two years. The restriction does not concern
persons who are no longer Board members.

11.  Resolution on the number of members of the Board of Directors

The  shareholders representing more than 25 % of  the shares and number of votes
have  notified  the  Board  of  Directors  that  they will propose to the Annual
General  Meeting that the number for the  members of Board of Directors shall be
five (5).

12.  Election of members of the Board of Directors

The  shareholders representing  more than  25 % of  the shares have notified the
Board of Directors that they will propose to the Annual General Meeting that the
present  members  Hannu  Vaajoensuu,  Sakari  Perttunen,  Pentti Heikkinen, Eeva
Sipilä and Ilkka Toivola be re-elected as members of the Board of Directors.

13.  Resolution on the remuneration of the auditors

The  Board of Directors proposes that the  Annual General Meeting will decide to
pay  the Auditors' remuneration according to reasonable invoices approved by the
company.

14.         Resolution on the number of auditors

The Board of Directors proposes that the Annual General Meeting will decide that
the number of auditors of the company shall be one (1) auditor and one (1) vice
auditor. The auditor shall be an audit firm approved by the Finnish Central
Chamber of Commerce.

15.         Election of auditor and vice auditor

The Board of Directors proposes to the Annual General Meeting the election of
Ernst & Young Oy, Authorized Public Accountant, as the company's auditor, Mr
Heikki Ilkka, Authorized Public Auditor, as the principally responsible auditor
of the company and Ms Terhi Mäkinen, Authorized Public Auditor, as the vice
auditor of the company.

16.         Authorizing  the Board of  Directors to decide  on the repurchase of
the Company's own shares

The Board of Directors proposes that the Annual General Meeting authorizes in
accordance with Chapter 15, section 5 of the Finnish Companies Act the Board to
decide on repurchase of the company's own shares up to a maximum number of
1,160,000 shares.

The company's own shares shall be repurchased otherwise than in proportion to
the holdings of the shareholders using the non-restricted equity at the market
price of the shares on the NASDAQ OMX Helsinki Ltd at the time of the
acquisition.

The shares shall be repurchased to be used in financing investments or
implementing acquisitions or other arrangements, to implement the company's
share-based incentive programs or to be conveyed by other means or to be
cancelled.

The authorization to repurchase the company's own shares shall be valid until
31 March 2012.

17.         Authorizing the Board of Directors to decide on share issues as well
as the issuance of options and other special rights entitling to shares

The Board of Directors proposes that the Annual General Meeting authorizes 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 referred
to in Chapter 10, Section 1 of the Finnish Companies Act.

New shares may be issued and the company's own shares held by the company may be
conveyed to the company's shareholders in proportion to their present holding or
by means of a directed issue, waiving the pre-emptive rights of the
shareholders, if there is a weighty financial reason for the company to do so,
such as financing investments or in implementing acquisitions or other
arrangements or in implementing the company's share-based incentive programs.

New shares may be issued and the company's own shares held by the company may be
conveyed either against payment or for free. A directed share issue may be free
only if there is an especially weighty financial reason both for the company and
with regards to the interests of all shareholders in the company.

The new shares may also be issued in a free share issue to the company itself.

A maximum of 2,320,000 new shares may be issued. A maximum of 1,250,300 of the
company's own shares held by the company may be conveyed. The number of shares
to be issued to the company itself together with the shares repurchased to the
company on basis of the repurchase authorization shall not exceed 1,160,000
shares. The maximum number of new shares that may be subscribed by virtue of the
special rights granted by the company is 1,000,000 shares in total which number
shall be included in the above maximum number of new shares.

The authorizations shall be valid until 31 March 2012.

18.         Closing of the meeting


B.   Documents of the General Meeting

The proposals of the Board of Directors as well as this notice are available on
Basware Corporation's website at www.basware.com. The annual report of Basware
Corporation, including the company's annual accounts, the report of the Board of
Directors and the auditor's report, is available on the above-mentioned website
no later than 27 January 2011. The proposals of the Board of Directors and the
annual accounts are also available at the meeting.


C.   Instructions for the participants in the General Meeting

1.    Shareholders registered in the shareholder's register

Each shareholder, who is registered on 7 February 2011 in the shareholders'
register of the company held by Euroclear Finland Ltd, has the right to
participate in the General Meeting. A shareholder, whose shares are registered
on his/her personal Finnish book-entry account, is registered in the
shareholders' register of the company.

A shareholder, who wishes to participate in the General Meeting, shall register
for the meeting no later than10:00 AM (Finnish time) on 14 February 2011 by
giving a prior notice of participation to the company. Such notice can be given
as of January 27, 2011:

in Internet address www.basware.fi;
by telefax at +358 9 0203 410123;
by regular mail to Basware Corporation, P.O. Box 97, 02601 Espoo (envelopes
should be marked "Annual General Meeting"); or
by telephone at +358 9 879 171/Grönlund, 8 AM to 16 PM (Finnish time) Monday to
Friday.

In connection with the registration, a shareholder shall notify his/her name,
personal identification number / company identification number, address,
telephone number and the name of a possible proxy representative or assistant
and the personal identification number of the proxy representative. The personal
data given to Basware Corporation is used only in connection with the General
Meeting and with the processing of related registrations.

Pursuant to Chapter 5, Section 25 of the Companies Act, a shareholder who is
present at the General Meeting has the right to request information with respect
to the matters to be considered at the meeting.

2.    Proxy representative and powers of attorney

A shareholder may participate in the general meeting and exercise his/her rights
at the meeting by way of proxy representation.

A proxy representative shall produce a dated proxy document or otherwise in a
reliable manner demonstrate his/her right to represent the shareholders at the
general meeting.

Possible proxy documents should be delivered in originals to above address
together with the notification before the last date for registration.

3.    Holders of nominee registered shares

Shareholders holding their shares under the name of nominee, who wants to
participate in the Annual General Meeting, must be registered temporarily into
the shareholders' register of the company on the record date 7 February 2011 of
the Annual General Meeting.

A holder of nominee registered shares is advised to request necessary
instructions regarding the temporary registration in the shareholders' register
of the company, the issuing of proxy documents and registration for the General
Meeting from his/her custodian bank.

4.    Other information

On the date of this notice to the General Meeting, the total number of shares
and votes in Basware Corporation is 11,690,024.


Espoo, 24 January 2011


BASWARE CORPORATION
Board of Directors

For more information, please contact
Hannu Vaajoensuu, Chairman of the Board, Basware Corporation
Tel. +358 40 501 8250


DISTRIBUTION
NASDAQ OMX Helsinki Ltd
Principal media
www.basware.com




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