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2016-02-02

Basware: Notice to the Annual General Meeting of Basware Corporation

Basware Corporation, stock exchange release, February 2, 2016 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 Tuesday, 15 March, 2016 at 1:00 PM in Helsinki,
at the auditorium of the National Museum of Finland, at the address of
Mannerheimintie 34, 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 2015

* 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 2015.

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 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 annual remuneration for the members of the Board of
Directors would remain unchanged and as a result 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, chairmen of the Board of Directors and its committees shall
receive EUR 500 per attended meeting and members of the Board of Directors
and its committees shall receive EUR 400 per attended meeting.

Out of the annual remuneration to be paid to the Board members, 40 % 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 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, Ilkka Sihvo, Michael Ingelög, Tuija
Soanjärvi and Anssi Vanjoki be re-elected as members of the Board of
Directors.

The details of all the persons proposed as the members of the Board of
Directors can be found on the company's investor webpages
atwww.basware.com/annual-general-meeting.

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 Accountants organisation, 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, 2017. 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 1,487,464 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, 2017. The authorization shall
revoke the previous authorizations for share issues and granting of stock
options and other special rights entitling to shares.

17. Establishing a permanent Shareholders' Nomination Board

The Board of Directors proposes that the General Meeting would resolve to
establish a permanent Shareholders' Nomination Board. The Nomination Board
shall be responsible for preparing and presenting proposals covering the
remuneration and number of members of the company's Board of Directors as
well as proposal on the members of the Board of Directors to Annual General
Meeting and, where needed, to an Extraordinary General Meeting. The
Nomination Board shall also be responsible for identifying successors for
existing Board members.

The Nomination Board shall consist of four (4) members, three of which shall
be appointed by the company's three largest shareholders, who shall appoint
one member each. The chairman of the company's Board of Directors shall serve
as the fourth member.

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. As regards
individual pe...

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