BasWare - Notice to general meeting

Notice of Basware Annual General Meeting

BASWARE CORP. STOCK EXCHANGE RELEASE JANUARY 22, 2009

Basware Corporation's shareholders are summoned to the Annual General
Meeting to be held on Thursday, February 12, 2008 starting at 13:00.
The Annual General Meeting will take place at Diana-auditorium;
address Erottajankatu 5, Helsinki, Finland. The registration of
shareholders starts at 12:00.

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 42.9% percent of
the holders of the number of the votes submit a proposal to the
Annual General Meeting that five (5) members would be elected to the
Board of Directors.

Members of the Board of Directors
Basware Corporation has received a notification that 42.9% 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 and Ilkka Toivola be elected to the Board
of Directors of Basware Corporation.
Pentti Heikkinen, born 1960, MSc (Econ) is the CEO of Gateway
Technolabs Finland Oy. Previously he worked as the President and CEO
of TietoEnator and held various other management level positions in
the company both in the corporation and at Cap Gemini.

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 2008 a
dividend of EUR 0.23 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 17, 2009 are registered in the Register of
Shareholders held by the Finnish Central Securities Depository Ltd.
The dividend will be paid on February 24, 2009.

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 24 000 per year;
-Deputy Chairman EUR 28 000 per year and
-Chairman EUR 48 000 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 300 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, 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, 2010.

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, 2010.

Meeting documents
Copies of the documents regarding Financial Statements and the
Board's proposals including enclosures can be found as of February 4,
2008 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 on January 22, 2009.

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 6, 2008. 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 6, 2008.

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
6, 2008 at the latest:

- 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
- by email to IR@Basware.com

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 22, 2009

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:
Helsinki Stock Exchange
Principal media
www.basware.com