BasWare - Company Announcement

Basware: Completion and results of Basware's share issue

Basware Corporation, stock exchange release, September 5, 2014 at 07:00

Completion and results of Basware's share issue

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG OR JAPAN.

Basware Corporation ("Basware" or the "Company") announced on September 4, 2014
that it intends to offer up to 1,290,000 new Basware shares (the "Shares") to a
limited number of institutional investors in an accelerated book-built offering
deviating from the shareholders' pre-emptive subscription rights (the"Offering").

The Board of Directors of Basware has decided to issue 1,290,000 Shares in the
Offering based upon the authorization granted by the Annual General Meeting of
the Company on February 14, 2014 and approved the terms and conditions of the
Offering. The terms and conditions of the Offering are attached to this release.

The subscription price was set at EUR 33.50 per Share, amounting to total
proceeds of approximately EUR 43.2 million before commissions and expenses. The
net proceeds from the Offering will increase Basware's financial flexibility and
preparedness to carry out potential acquisitions. The Shares subscribed for in
the Offering correspond to approximately 9.98 per cent of all the shares and
voting rights in Basware prior to the Offering. Following the completion of the
Offering, the number of issued and outstanding shares of the Company will be
14,221,229. The subscription price of the Shares will be recorded into the
invested unrestricted equity fund of the Company.

In connection with the Offering, Basware has entered into a lock-up undertaking
under which it has, subject to certain exceptions, agreed not to issue or sell
any shares in Basware for a period ending 180 days after the closing of the
Offering.

The Shares will be issued in the Finnish book-entry system and will be entered
into the subscriber's book-entry accounts as interim shares against the payment
of the subscription price on or about September 10, 2014. The interim shares
will not be applied to trading on NASDAQ OMX Helsinki Ltd. The interim shares
will be combined with Basware's existing class of shares after the registration
of the Shares with the Finnish Trade Register on or about September 11, 2014 and
the trading with the Shares on NASDAQ OMX Helsinki Ltd is expected to commence
on or about September 12, 2014. The Shares will rank pari passu in all respects
with the existing shares of the Company once they have been registered with the
Finnish Trade Register.

Carnegie Investment Bank AB ("Carnegie") is acting as the Sole Bookrunner in the
Offering.

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
Main media
www.basware.com

The information contained herein shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of the securities
referred to herein in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration, exemption from registration or
qualification under the securities laws of any such jurisdiction.

The information contained herein is not for publication or distribution,
directly or indirectly, in or into the United States, Australia, Canada, Hong
Kong or Japan. These written materials do not constitute an offer of securities
for sale in the United States, nor may the securities be offered or sold in the
United States absent registration or an exemption from registration as provided
in the U.S. Securities Act of 1933, as amended, and the rules and regulations
thereunder. There is no intention to register any portion of the offering in the
United States or to conduct a public offering of securities in the United
States.

Members of the public are not eligible to take part in the offering. This
communication is directed (A) in the European Economic Area, only at persons who
are qualified investors as defined in article 2(1)(e) of EU directive
2003/71/EC and as implemented in legislation in each of the relevant member
states and (B) in the United Kingdom only at qualified investors who are: (i)
investment professionals falling within article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) order 2005 (the "Order"), or (ii)
persons falling within article 49(2) ("high net worth companies, unincorporated
associations, etc") of the Order (all such persons together being referred to as"relevant persons"). Any investment activity to which this communication relates
will only be available to and will only be engaged with, relevant persons. Any
person who is not a relevant person should not act or rely on this document or
any of its contents.

Carnegie acts only for and on behalf of Basware in connection of the share
issue. Carnegie does not hold any other party as its client or cannot be held
accountable to advise or indemnify other parties than Basware with regards to
the share issue or other matters referred here to.

Appendix:

TERMS AND CONDITIONS OF THE DIRECTED SHARE ISSUE

The Board of Directors of Basware Corporation (the "Company") has in its meeting
of September 4, 2014, by virtue of the authorization granted by the Annual
General Meeting of the Company on February 14, 2014, resolved that the Company
shall issue up to 1 290 000 new shares of the Company (the "Shares") by a
directed share issue. The Shares will be issued on the following terms and
conditions:

1. SUBSCRIPTION

Up to 1 290 000 new Shares shall be issued in the share issue. The Shares will
be offered to be subscribed for by institutional investors obtained by the
manager of the share issue, Carnegie Investment Bank AB, in deviation from the
pre-emptive subscription rights of the shareholders set forth in Chapter 9,
Section 3 of the Finnish Companies Act.

2. SUBSCRIPTION PRICE AND ITS ENTRY INTO BALANCE SHEET

The subscription price for the Shares is EUR 33.50 per Share. The subscription
price for the Shares is based on the price determined in the accelerated book-
building procedure, which the Board of Directors of the Company considers to
represent the fair value of the Shares.

The subscription price shall be recorded in its entirety to the invested
unrestricted equity fund of the Company.

3. SUBSCRIPTION PERIOD AND PLACE OF SUBSCRIPTION

The subscription period commences on September 4, 2014 and ends no later than on
September 15, 2014 at 4:00 p.m. The subscription shall be effected by paying the
subscription price of the Shares to the bank account of the Company as
designated by the Company. The Board of Directors of the Company reserves the
right to extend the subscription period.

4. TERMS OF PAYMENT

The subscription price of the Share shall be paid upon subscription during the
above-mentioned subscription period.

5. RIGHT TO DIVIDEND AND OTHER RIGHTS

The Shares carry a right to dividend and other shareholder rights as from their
registration with the Finnish Trade Register.

6.  REASONS FOR DEVIATING FROM THE PRE-EMPTIVE SUBSCRIPTION RIGHTS OF THE
SHAREHOLDERS

There is a weighty financial reason for the Company to deviate from the pre-
emptive subscription rights as the share issue increases the Company's financial
flexibility and preparedness to carry out potential acquisitions, broadens the
shareholder base of the Company particularly with international institutional
investors and the Company receives equity financing under terms (including the
timetable and price) that would not, in the view of the Board of Directors of
the Company, have been otherwise available.

7.  REGISTRATION OF SHARES TO BOOK-ENTRY ACCOUNTS AND TRADING

The Shares subscribed for in the share issue shall be issued as book-entries in
the book-entry system maintained by Euroclear Finland Ltd. The interim shares
representing the new Shares subscribed for in the share issue shall be settled
with the investors against the payment of the subscription price in Euroclear
Finland Ltd's equity clearing. The interim shares will not be admitted into
trading on NASDAQ OMX Helsinki Ltd. The interim shares are freely transferable.

The interim shares shall be combined with the Company's current series of shares
after the registration of the new Shares with the Finnish Trade Register, on or
about September 11, 2014. The new Shares are freely transferable.

The Company will apply for filing of the new Shares, subscribed through the
share issue, to be listed for public trading on NASDAQ OMX Helsinki Ltd and
traded equally with the other series of shares of the Company.

8. OTHER ISSUES

The Board of Directors of the Company will decide on other matters related to
the share issue and practical arrangements resulting therefrom.

[HUG#1853970]