BasWare - Notice to general meeting

Notice to the Annual General Meeting of Basware Corporation

Basware Corporation, stock exchange release, February 1, 2017 at 08:40

Notice to the Annual General Meeting of Basware Corporation

Notice is given to the shareholders of Basware Corporation to the Annual General
Meeting to be held on Thursday, 16 March, 2017 at 1:00 PM in Helsinki, at
Kansallissali, at the address of Aleksanterinkatu 44 A, Helsinki, Finland. The
reception of persons who have registered for the meeting and the coffee service
will commence at 12:00 noon.

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 and 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 2016
  * 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 no dividend
would be paid for the year 2016.

9.            Resolution on the discharge of the members of the Board of
Directors and the CEO from liability

10.          Resolution on the remuneration of the members of the Board of
Directors

The Nomination Board proposes to the General Meeting that the members of the
Board of Directors to be elected for a term of office ending at the end of the
Annual General Meeting of 2018 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.

The Nomination Board proposes that 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.

The Nomination Board furthermore proposes that 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.

11.          Resolution on the number of members of the Board of Directors

The Nomination Committee proposes that the number of members of the Board of
Directors of Basware Corporation would be six (6).

12.          Election of members of the Board of Directors

The Nomination Committee proposes that Mr. Hannu Vaajoensuu, Mr. Ilkka Sihvo,
Mr. David Bateman, Mr. Michael Ingelög, Mrs. Tuija Soanjärvi and Mr. Anssi
Vanjoki would be re-elected as members of the Board of Directors.

More information on the proposed Board members is available on the company's
investor site at www.basware.com/investors.

13.          Resolution on the remuneration of the auditor

The Board of Directors proposes, on the recommendation of Board's Audit
Committee, to the General Meeting that the remuneration of the auditor elected
is paid according to reasonable invoice and that travel expenses of the auditor
are reimbursed in accordance with the company's travel policy.

14.          Election of auditor

The Board of Directors proposes, on the recommendation of Board's Audit
Committee, to the General Meeting the election of Ernst & Young Oy, Authorized
Public Accounting Firm, 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.

15.          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 1,420,000 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
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.

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, 2018. The Repurchase
Authorization shall revoke the previous authorizations for repurchasing the
company's own shares.

16.          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 2,840,000 new shares may be issued.

A maximum of 1,466,792 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 1,420,000 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, 2018. The authorization shall
revoke the previous authorizations for share issues and granting of stock
options and other special rights entitling to shares.

17.          Proposal regarding the Charter of the Nomination Board

The Nomination Board proposes to the General Meeting that the Charter of the
Nomination Board would be clarified so that also the shareholdings of nominee
registered shareholders may be taken into account when determining the
composition of the Nomination Board.

According to the proposal, second paragraph of item 2 of the current Charter
would be replaced with the following two paragraphs:

"The company's largest shareholders entitled to appoint members to the
Nomination Board shall be determined annually on the basis of the registered
holdings in the company's shareholders' register held by Euroclear Finland Ltd
as of the first weekday in September in the year concerned, or on the basis of
separate shareholding information presented by nominee registered shareholders.

As regards individual persons as shareholders, their direct ownership and
ownership of corporations over which he/she exercises control as well as
ownership of his/her spouse and children, will be taken into account in the
determination. If a shareholder who has distributed his/her holdings e.g. into
several funds and has an obligation under the Finnish Securities Markets Act to
take these holdings into account when disclosing changes in share of ownership
makes a written request to such effect to the chairman of the Board of Directors
no later than on the weekday prior to the first weekday in September such
shareholder's holdings in several funds or registers will be combined when
calculating the shares which determine the nomination right. A nominee
registered shareholder shall, within the same time limit, present to the
chairman of the company's Board of Directors a sufficient evidence on the amount
of shareholding of such nominee registered shareholder as well as a request that
such shareholding would be taken into account in connection with the appointment
of Nomination Board members."

The Charter of the Nomination Board, which includes the abovementioned proposals
for amendments, is available at Basware Corporation's investor webpages.

18.          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 investor
webpages at www.basware.com/annual-general-meeting. The documents related to the
annual accounts of Basware Corporation are available on the investor webpages on
23 February, 2017 at the latest. 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 investor webpages on 30
March, 2017 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 March, 2017 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 4:00 PM (Finnish time) on 8 March, 2017 by giving
a prior notice of participation to the company. Such notice can be given:
 a. at Basware's investor webpages www.basware.com/annual-general-meeting;
 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, Annual General Meeting 2017, P.O.
    Box 97, 02601 Espoo, Finland.

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 March,
2017 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 March, 2017 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 manager 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 before the last date for
registration in originals to above-mentioned address or in electronic format
(e.g. PDF) to address yhtiokokous@basware.com.

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 14,401,936.

In Espoo, Finland on January 31, 2017

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.

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