BasWare - Notice to general meeting

Basware : Notice to the Annual General Meeting

NOTICE TO THE ANNUAL GENERAL MEETING


Basware Corporation, stock exchange release, January 25, 2012 at 12:00


Notice is given to the shareholders of Basware Corporation to the Annual General
Meeting  of Shareholders to be held  on Thursday, 16 February 2012 at 2:00 PM at
Helsinki Music Centre
at  the address Mannerheimintie 13 a,  00100 Helsinki, Finland. 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 a  person to  scrutinize the  minutes and  persons 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 2011
·         Review by the CEO
·         Presentation of the activities of the Board of Directors

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 proposes to the Annual General Meeting that a dividend of
EUR  0.41 per share be  paid for the  year of 2011. The  dividend decided by the
Annual  General Meeting will  be paid to  shareholders registered on 21 February
2012 in  the company's shareholder register maintained by Euroclear Finland Ltd.
The Board of Directors proposes to the General Meeting that the dividend be paid
on 28 February 2012.

9.            Resolution  on  the  discharge  of  the  members  of  the Board of
Directors and the CEOs from liability
10.  Resolution on the remuneration of the members of the Board of Directors
The  shareholders representing  more than  30 % of  the shares  and votes in the
company  have notified  the Board  of Directors  that they  will propose  to the
General  Meeting that the remuneration for the members of the Board of Directors
would be 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 decision by the General Meeting. Shares received as remuneration may not be
sold or otherwise transferred during a period of two years. This 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  30 % of  the shares  and votes in the
company  have notified  the Board  of Directors  that they  will propose  to the
General  Meeting that for the  next term of office  the number of the members of
Board of Directors shall be five (5).

12.  Election of members of the Board of Directors
The  shareholders representing  more than  30 % of  the shares  and votes in the
company  have notified  the Board  of Directors  that they  will propose  to the
General  Meeting that Hannu Vaajoensuu, Pentti  Heikkinen and Eeva Sipilä be re-
elected  as members  of the  Board of  Directors and  that as new members of the
Board  of Directors  would be  elected Ilkka  Sihvo and  Anssi Vanjoki. Below is
presented  further information on the persons proposed as the new members of the
Board of Directors.

Ilkka Sihvo
Born in 1962, M.Sc.(Econ.), M.Sc. (Tech.).
Worked  for Basware  1989-2011, Member of  the Board  1990-1999, Chairman of the
Board 1999-2004. Key working experience: Basware Corporation: CEO 2005-2011; CFO
2000-2004; executive level and consulting positions 1989-1999.

Anssi Vanjoki
Born in 1956, M.Sc.(Econ.).
Key  working experience: Nokia Corporation: Executive Vice President and General
Manager,  Mobile  Solutions  2010-2011; Executive  Vice  President  and  General
manager,  Markets  2008-2009; Executive  Vice  President  and  General  Manager,
Multimedia 2004-2007; other executive level positions 1991-2003. 3M Corporation:
several management positions in Finland and abroad.

Of the above-mentioned persons proposed as the members of the Board of Directors
Pentti  Heikkinen, Eeva Sipilä  ja Anssi Vanjoki  are independent of the company
and of its significant shareholders.

13.  Resolution on the remuneration of the auditors
The  Board of Directors proposes to the General Meeting that the remuneration of
the auditor elected is paid according to reasonable invoice.

14.         Resolution on the number of auditors
The  Board of Directors  proposes to the  General Meeting that  one (1) auditor,
which  shall  be  an  audit  firm  approved  by  the  Finnish Central Chamber of
Commerce, and one (1) vice auditor shall be elected for the company.

15.         Election of auditor and vice auditor
The  Board of Directors proposes to the  General Meeting the election of Ernst &
Young  Oy, Authorized Public Accountants  organisation, as the company's auditor
and  Ms Terhi Mäkinen, Authorized Public Accountant,  as the vice auditor of the
company.  Ernst &  Young Oy  has advised  that it  will appoint Mr Heikki Ilkka,
Authorized  Public  Accountant,  as  the  principally responsible auditor of the
company.

16.         Amendment of the Articles of Association
The Board of Directors proposes to the General Meeting that the section 8 of the
Articles of Association of the company would be amended to read as follows:

8. Summons to General Meeting
Summons to General Meeting of Shareholders shall be announced on company's
website no earlier than three (3) months and no later than three (3) weeks prior
to the General Meeting of Shareholders, however, at least nine (9) days prior to
the record date of the General Meeting of Shareholders. In addition, the company
may, if so decided by the Board of Directors, within the same time announce the
time and place of the General Meeting of Shareholders as well as the address of
the company's website in one newspaper.

17.         Authorizing  the Board of  Directors to decide  on the repurchase of
the Company's own shares
The  Board  of  Directors  proposes  to  the  General  Meeting that the Board of
Directors  be authorized to decide on the repurchase of the company's own shares
(Repurchase Authorization) on the following terms and conditions:

a)     Maximum number of shares to be repurchased
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.

b)    Directed repurchase and consideration to be paid for shares
The company's own shares shall 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.

c)     Holding, cancelling and conveying of shares
The shares shall be repurchased for use as consideration in possible
acquisitions or other arrangements related to the company's business, as
financing for investments or as part of the company's incentive program or to be
held by the company, to be conveyed by other means or to be cancelled.

d)    Other terms and validity
The Board of Directors shall decide on other terms and conditions related to the
repurchase of the company's own shares.

The Repurchase Authorization shall be valid until 30 June 2013.

18.         Authorizing  the Board of Directors to decide on share issue as well
as on the issuance of options and other special rights entitling to shares
The  Board  of  Directors  proposes  to  the  General  Meeting that the Board of
Directors be authorized to decide on
(i)                  Issuing new shares and/or

(ii)                 Conveying the company's own shares held by the company
and/or

(iii)                 Granting special rights entitling to shares pursuant to
Chapter 10, Section 1 of the Finnish Companies Act, on the following terms and
conditions:

a)     Right to the shares
New shares may be issued and the company's own shares may be conveyed:

-                    to the company's shareholders in proportion to their
current shareholdings in the company; or

-                    by waiving the shareholder's pre-emption right, through a
directed share issue if the company has a weighty financial reason to do so,
such as using the shares as consideration in possible acquisitions or other
arrangements related to the company's business, as financing for investments or
as part of the company's incentive program.

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

b)    Share issue against payment and for free
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 regard to the interests of all shareholders in the company.

c)     Maximum number of shares
A maximum of 2,580,000 new shares may be issued.

A maximum of 1,349,675 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 by the company on basis of the repurchase authorization shall be at
the maximum of 1,290,000 shares.

d)    Granting of special rights
The Board of Directors may grant special rights referred to in Chapter 10,
Section 1 of the Finnish Companies Act, which carry the right to receive,
against payment, new shares of the company or the company's own shares held by
the company. The right may also be granted to the company's creditor in such a
manner that the right is granted on a condition that the creditor's receivable
is used to set off the subscription price (convertible bond).

The maximum number of new shares that may be subscribed by virtue of the special
rights granted by the company is in total 1,000,000 shares which number shall be
included in the maximum number of new shares stated above in section c.

e)     Recording of the subscription price
The subscription price of the new shares and the consideration payable for the
company's own shares shall be recorded under the invested non-restricted equity
fund.

f)      Other terms and validity
The Board of Directors shall decide on all other terms and conditions related to
the authorizations.

The authorizations shall be valid until 30 June 2013.

19.         Closing of the meeting

B.   Documents of the General Meeting
The  proposals for  the decisions  on the  matters on  the agenda of the General
Meeting 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 26
January  2012. The  proposals  for  the  decisions  and documents related to the
annual  accounts are also available  at the General Meeting.  The minutes of the
General Meeting will be available on the above-mentioned website as from 1 March
2012 at the latest.


C.   Instructions for the participants in the General Meeting

1.    Shareholders registered in the shareholders' register
Each  shareholder,  who  is  registered  on 6 February 2012 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 than 10:00 AM (Finnish time) on 13 February 2012 by
giving a prior notice of participation to the company. Such notice can be given
as from 26 January 2012:

 a. at the Internet address www.basware.fi/sijoittajat;
 b. by telephone at +358 20 770 6867 on weekdays between 9:00 AM and 4:00 PM; or
 c. by regular mail to Basware Corporation, P.O. Box 97, 02601 Espoo, Finland
    (envelopes should be marked "Annual General Meeting").


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.

2.    Holders of nominee registered shares
A  holder  of  nominee  registered  shares  has  the right to participate in the
General  Meeting by virtue of  such shares, based on  which he/she on 6 February
2012 would  be entitled  to be  registered in  the shareholders' register of the
Company  held by Euroclear Finland  Ltd. The right to  participate in the Annual
General Meeting requires, in addition, that the shareholder on the basis of such
shares  has been temporarily registered into  the shareholders' register held by
Euroclear Finland Ltd at the latest by 13 February 2012, by 10:00 AM. As regards
nominee  registered  shares  this  constitutes  due registration for the General
Meeting.

A holder of nominee registered shares is advised to request without delay
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. The account management organisation
of the custodian bank has to register a holder of nominee registered shares, who
wants to participate in the Annual General Meeting, temporarily into the
shareholders' register of the company at the latest by the time stated above.

3.    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 shareholder.  When a shareholder participates in
the  General Meeting by means of  several proxy representatives representing the
shareholder  with shares at  different securities accounts,  the shares by which
each  proxy  representative  represents  the  shareholder shall be identified in
connection with the registration for the General Meeting.

Possible proxy documents should be delivered in originals to above-mentioned
address before the last date for registration.

4.    Other information

Pursuant to Chapter 5, Section 25 of the Finnish 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.

On the date of this notice to the General Meeting, the total number of shares
and votes in Basware Corporation is 12,931,229.


In Espoo, on 24 January 2012



                              BASWARE CORPORATION
                               Board of Directors

[HUG#1579970]