BasWare - Company Announcement

Notice of Basware Annual General Meeting

Basware Corporation Stock Exchange Release, January 27, 2010 at 14:55

Notice of Basware Annual General Meeting

Basware Corporation's shareholders are summoned to the Annual General Meeting to
be held on Thursday, February 18, 2010 starting at 14:00. The Annual General
Meeting will take place at Diana-auditorium; address Erottajankatu 5, Helsinki,
Finland. The registration of shareholders starts at 13:00.

The following matters will be on the agenda of the Annual General Meeting:

The matters to be handled at the Annual General Meeting pursuant to Article 11
of the Articles of Association

1. Presentation of the Financial Statements of the parent company as well as of
the consolidated Financial Statements
2. Presentation of the Auditor's Report
3. Approval of the Income Statements and Balance Sheets
4. Resolution on any measures occasioned by the profit or loss shown in the
approved balance sheet or consolidated balance sheet 5. Resolution on
discharging the members of the Board of Directors and the Chief Executive
Officer from liability
6. Resolution on the remuneration payable to the members of the Board of
Directors and the auditors
7. Resolution on the number of members of the Board of Directors
8. Election of the members of the Board of Directors
9. Election of the regular Auditors and deputy auditors



Shareholders' proposal to the Annual General Meeting

Number of members of the Board of Directors

Basware Corporation has received a notification that over 40 percent of the
holders of the number of the votes submit a proposal to the Annual General
Meeting that six (6) members would be elected to the Board of Directors.

Members of the Board of Directors

Basware Corporation has received a notification that over 40 percent of the
holders of the number of the votes submit the proposal to the Annual General
Meeting that Hannu Vaajoensuu, Sakari Perttunen, Matti Copeland, Pentti
Heikkinen, Eeva Sipilä and Ilkka Toivola be elected to the Board of Directors of
Basware Corporation.

Eeva Sipilä, born 1973, MSc (Econ) is the CFO of Cargotec Oyj (since 2008).
Previously she worked as the Senior Vice President and of IR & Communications at
Cargotec (2005-2008) and Vice President and of Investor relations at Metso Oyj
(2002-2005).

The Board's propositions to the matters to be handled at the Annual General
Meeting pursuant to Article 11 of the Articles of Association

Distribution of dividend

The Board proposes to the Annual General Meeting that for 2009 a dividend of EUR
0.36 per share would be paid to the shareholders from the Group's distributable
funds and that the remainder is carried forward to the retained earnings
account.

The dividend will be paid to those shareholders that on the record date of
February 23, 2010 are registered in the Register of Shareholders held by the
Finnish Central Securities Depository Ltd. The dividend will be paid on March
2, 2010.

Remuneration of the Board of Directors

The Board proposes to the Annual General Meeting that the remuneration of the
members of the Board of Directors would be the following:

-Members EUR 26 000 per year;

-Deputy Chairman EUR 30 000 per year and

-Chairman EUR 52 000 per year

The remuneration is not paid to those members of the Board who are employed by
Basware Corporation.

Additionally, all members of the Board are to be paid a meeting fee of EUR 325
per meeting.

Annual remuneration will be paid in the following manner: those members of the
Board whose share ownership of Basware Corp. is less than 5 000 shares, will be
acquired Basware shares, publicly traded at NASDAQ OMX Helsinki Ltd, for the
amount of 40 percent of the gross sum of the annual remuneration. The shares
will be acquired as soon as possible after the closing of the Annual General
Meeting.

Election and compensation of the auditor

The Board proposes to the Annual General Meeting that Ernst & Young Oy,
Authorized Public Accountants, with APA Heikki Ilkka in charge would be elected
as regular Auditor, and APA Terhi Mäkinen as the deputy auditor.

The Board's proposal is that the compensation for auditing would be paid
according to the proposed reasonable fee.

Board's proposals to the Annual General Meeting

1 Proposal to authorize the Board to resolve on share issue

The Board proposes to the Annual General Meeting that it would be authorized 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 would 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 would also include 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 would also include 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 would
be recorded in the fund for invested non-restricted equity.

The authorization would be valid until March 31, 2011.

2 Proposal on the authorization of the Board to resolve on acquiring the
Company's own shares

The Board proposes to the Annual General Meeting that the Board would be
authorized 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, 2011.

Meeting documents

Copies of the documents regarding Financial Statements and the Board's proposals
including enclosures can be found as of February 4, 2010 at the Company
headquarters at Linnoitustie 2, Cello building, 02600 Espoo, Finland. Copies of
the documents will be sent to shareholders upon request and they are also
available at the Annual General Meeting. Financial Statements will be published
at www.basware.com <http://www.basware.com/> on January 26, 2010.

Right to participate and make initiatives

In order to attend in the Annual General Meeting, the shareholder must register
in Basware Corporation's Register of Shareholders held by the Finnish Central
Securities Depository Ltd no later than February 10, 2010. Each share entitles
to one vote at the Annual General Meeting. The shareholders have the right to
have a matter of their interest handled at the Annual General Meeting if the
shareholder demands for that by letter to the Board no later than February
10, 2010.

Prior notice of attendance

Shareholders wishing to participate in the Annual General Meeting must give a
prior notice to the Company by 16.00 on Friday, February 15, 2010 at the latest:

- Through Internet at: http://www.basware.com/Investors/agm
- by letter to Basware Corporation, P.O. Box 97, 02601 Espoo, Finland
- by phone to +358 9 8791 7316 / Hanne Grönlund
- by fax to +358 9 8791 7297 or

The written notice (letter, fax, email) should arrive at the Company before the
above mentioned deadline. Possible proxies are requested to be delivered with
the prior notices.

In Espoo, January 25, 2010

BASWARE CORP.
Board of Directors

For more information, please contact:
Chairman of the Board Hannu Vaajoensuu, Basware Corp., tel. +358 9 8791 7250 or
+358 40 501 8250

Distribution:
NASDAQ OMX Helsinki Ltd
Principal media



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