Basware : Basware : Notice to the Annual General Meeting

           Basware : Basware : Notice to the Annual General Meeting

Basware Corporation, stock exchange release, January 24, 2013, at 15:00
NOTICE TO THE ANNUAL GENERAL MEETING

Notice is given to the shareholders of Basware Corporation to the Annual
General Meeting of Shareholders to be held on Thursday, 14 February 2013 at
2:00 PM at Elissa Hall in Finlandia Hall at the address Mannerheimintie 13 e,
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 2012

  *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 0.23 per share be paid for the year of 2012. The dividend decided by
the Annual General Meeting will be paid to shareholders registered on 19
February 2013 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 26 February 2013.

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 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 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 at trading on regulated market organized by 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, Ilkka Sihvo and Anssi
Vanjoki be re-elected as members of the Board of Directors and that as a new
member of the Board of Directors would be elected Tuija Soanjärvi. The
introduction of the person proposed as new member of the Board of Directors is
made below.

Tuija Soanjärvi
Born 1955, M.Sc. (Econ.)

Key working experience: Itella Corporation, Senior Vice President, CFO,
2005-2011, Elisa Corporation, Executive Vice President, CFO, 2003-2005,
TietoEnator Oyj, Senior Vice President, CFO, 1990-2003, Tietotehdas
Corporation, Finance manager, 1987-1990, Tietotehdas Corporation, Internal
Auditor, 1986-1987.

Key positions of trust: Silta Oy, Member of the Board, 2012-, Tecnotree
Corporation, Member of the Board and member of the Audit Committee, 2012-,
VR-Group Ltd, Member of the Board and member of the Audit Committee, 2012-,
Affecto Plc, Member of the Board and Chairperson of the Audit Committee,
2011-, DNA Ltd, Member of the Board and Chairperson of the Audit Committee,
2011-, Metsähallitus, Member of the Board and member of the Audit Committee,
2011-, National Board of Patents and Registration of Finland, Member of the
Board, 2010-, The Auditing Board of the Central Chamber of Commerce Member,
2010-.

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

13. Resolution on the remuneration of the auditor

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

14. Election of 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. Ernst & Young Oy has advised that it will appoint Mr Heikki Ilkka,
Authorized Public Accountant, as the principally responsible auditor of the
company.

Resolution on the election of the auditor is conditional so that it will come
into effect upon the registration of the resolution regarding the amendment of
the Articles of Association.

15. Amendment of the Articles of Association

The Board of Directors proposes that the General Meeting would resolve on
amending the Articles of Association of the company as follows:

a) Section 3 of the Articles of Association be amended to read as follows:

3. Book-entry securities system
The company's shares are included in the book-entry securities system.

b) Section 7 of the Articles of Association be amended to read as follows:

7. Auditor
The Company shall have one (1) auditor, which must be an auditing firm
authorized by the Central Chamber of Commerce. The term of the auditor shall
end and the term of the new auditor shall begin at the end of the General
Meeting of Shareholders deciding on the election of the new auditor.

c) Section 11 of the Articles of Association be amended to read as
follows:

11. Annual General Meeting of Shareholders
The Annual General Meeting of Shareholders shall be held annually on a date
determined by the Board of Directors within six (6) months of the end of the
Company's financial year.



The meeting shall
be presented with:
1. the annual accounts and the report of the Board of Directors;
2. the auditor's report;



decide on:
3. the adoption of the annual accounts;
4. the use of the profit shown on the balance sheet;
5. granting discharge from liability to the members of the Board of Directors
and to the Chief Executive Officer;
6. the remuneration of the members of the Board of Directors and the auditor
and their travel expense compensations;
7. the number of members of the Board of Directors;



elect:
8. the members of the Board of Directors;
9. the auditor;



deal with:
10. any other matters mentioned in the summons to the meeting;

16. 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
trading on regulated market organized by 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 2014.

17. 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 1,372,708 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 2014.

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 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 investor
webpages on 24 January 2013. 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
28 February 2013 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 4 February 2013 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 11 February
2013 by giving a prior notice of participation to the company. Such notice can
be given as from 24 January 2013:

a.at Basware's investor webpages:
    http://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 2013, 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 4 February
2013 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 11 February 2013, 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, in electronic format
(e.g. PDF) to address yhtiokokous@basware.com, or by fax to number +358 209
341 0123.

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, 2013

BASWARE CORPORATION
Board of Directors

For more information, please contact:
Esa Tihilä, CEO, Basware Corporation
Tel. +358 40480 7098

Distribution:
NASDAQ OMX Helsinki Ltd
Main media
www.basware.com

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Source: Basware via Thomson Reuters ONE
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