BasWare - Decisions of general meeting

Decisions of the Annual General Meeting of Basware Corporation

Basware Corporation, stock exchange release, March 16, 2017 at 17:00

Decisions of the Annual General Meeting of Basware Corporation

The Annual General Meeting of Basware Corporation held on March 16, 2017 adopted
the annual accounts for the financial period ended on December 31, 2016. The
members of the Board of Directors as well as the CEOs were discharged from
liability for the financial period ended on December 31, 2016.

The Annual General Meeting resolved in accordance with the proposal of the Board
of Directors that no dividend will be paid for the year 2016.

The Annual General Meeting decided the number of members of the Board of
Directors to be six. Mr. Hannu Vaajoensuu, Mr. Ilkka Sihvo, Mr. David Bateman,
Mr. Michael Ingelög, Mrs. Tuija Soanjärvi and Mr. Anssi Vanjoki were elected as
members of the Board of Directors.

The Annual General Meeting decided that the remuneration for the members of the
Board of Directors will be paid as follows: to the members of the Board of
Directors and committee members EUR 27,500, to the vice chairman of the Board of
Directors and the Chairman of the Audit Committee EUR 32,000 and to the chairman
of the Board of Directors EUR 55,000. In addition, the chairmen of the Board of
Directors and its committees shall receive EUR 700 per attended meeting and
members of the Board of Directors and its committees shall receive EUR 500 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 at trading on regulated market organized by Nasdaq
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. Travel expenses of the members of the Board of Directors are
reimbursed in accordance with the company's travel policy.

Ernst & Young Oy, Authorized Public Accounting Firm, was elected as the
company's auditor. Ernst & Young Oy has advised that it will appoint Ms. Terhi
Mäkinen, Authorized Public Accountant, as the principally responsible auditor of
the company. It was decided that the remuneration of the auditor is paid
according to reasonable invoice and that travel expenses of the auditor are
reimbursed in accordance with the company's travel policy.

Authorizing the Board of Directors to decide on the repurchase of the company's
own shares

The Annual General Meeting decided to authorize the Board of Directors to decide
on repurchase of company's own shares in accordance with the proposal of the
Board of Directors. By virtue of the authorization, the Board of Directors is
entitled to decide on repurchasing a maximum of 1,420,000 company's own 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
trading on regulated market organized by Nasdaq 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 Helsinki Ltd and Euroclear Finland
Ltd. 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. 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 June 30, 2018 and shall revoke the previous authorizations for
repurchasing the company's own shares.

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 Annual General Meeting decided to authorize 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 entitling to shares pursuant to Chapter
10, Section 1 of the Finnish Companies Act in accordance with the proposal of
the Board of Directors.

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.

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.

Based on the authorization, the Board of Directors may decide to issue a maximum
of 2,840,000 new shares and convey a maximum of 1,466,792 of the company's own
shares held by the company. 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 1,420,000 shares.

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.

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. The Board of Directors shall decide on all other terms and conditions
related to the authorizations. The authorizations shall be valid until June
30, 2018 and shall revoke the previous authorizations for share issues and
granting of stock options and other special rights entitling to shares.

Clarifying the Charter of the Shareholders' Nomination Board

The Annual General meeting decided to approve the proposal regarding the
clarification of the Charter of the Nomination Board in accordance with the
proposal of the Nomination Board, i.e. so that also the shareholdings of nominee
registered shareholders may be taken into account when determining the
composition of the Nomination Board.

First meeting of the Board of Directors

In its first meeting held after the Annual General Meeting, the Board of
Directors elected Hannu Vaajoensuu as the Chairman and Ilkka Sihvo as the Vice
Chairman of the Board. Tuija Soanjärvi was elected as the Chairman of the Audit
Committee, and Michael Ingelög and Ilkka Sihvo as its members.

BASWARE CORPORATION
Board of Directors

For more information, please contact:

Sirje Ahvenlampi-Hyvönen, Communications Director, Basware Corporation
Tel. +358 50 557 3822, sirje.ahvenlampi@basware.com

Distribution:
Nasdaq Helsinki
Key media
www.basware.com/investors

About Basware:
Basware (Nasdaq: BAS1V) is the global leader in providing networked purchase-to-
pay solutions, e-invoicing and innovative financing services. Basware's commerce
and financing network connects businesses in over 100 countries and territories
around the globe. As the largest open business network in the world, Basware
provides scale and reach for organizations of all sizes, enabling them to grow
their business and unlock value across their operations by simplifying and
streamlining financial processes. Small and large companies around the world
achieve significant cost savings, more flexible payment terms, greater
efficiencies and closer relationships with their suppliers. Find out more at
www.basware.com/investors.

Follow Basware on Twitter: @Basware, join the discussion on the Basware
LinkedIn, Basware Facebook and Basware Blog and subscribe for the latest news.




[]