Basware Oyj

Delisting Announcement • Aug 22, 2022

To the Shareholders of Basware Corporation

Notice Pursuant to Chapter 18, Section 5, Subsection 2 of the Limited Liability Companies Act Regarding an Application Pursuant to Chapter 18, Section 4, Subsection 1 of the Limited Liability Companies Act

1. Right of Redemption

According to Chapter 18, Section 1 of the Finnish Limited Liability Companies Act, a shareholder with more than nine-tenths (9/10) of all shares and votes in the company shall have the right to redeem the shares of the other shareholders at the fair price.

Sapphire BidCo Oy ("Sapphire") notified Basware Corporation ("Basware") on 20 July 2022, pursuant to Chapter 18, Section 2 of the Limited Liability Companies Act, of the commencement of the right of redemption. As at 19 July 2022, Sapphire owned a total of 13,944,049 shares in Basware, representing more than nine-tenths of all shares and votes conferred by shares in Basware.

As Sapphire holds, when calculated in the manner provided for in Chapter 18, Section 1, Subsection 2 of the Limited Liability Companies Act, more than nine-tenths of the shares and votes in Basware, Sapphire has the right to redeem the shares of the other shareholders of Basware. Information on the right of redemption was entered in the Finnish Trade Register on 16 August 2022.

2. Appointment of the Arbitral Tribunal, Commencement of the Redemption Proceedings, and the Redemption Request

On 27 July 2022, Sapphire submitted to the Redemption Committee of the Finland Chamber of Commerce (the "Redemption Committee") an application pursuant to Chapter 18, Section 4, Subsection 1 of the Limited Liability Companies Act for the appointment of an arbitral tribunal, consisting of a sole arbitrator, in the redemption matter concerning Basware's minority shares and requested that the Redemption Committee commence arbitration proceedings under Chapter 18, Section 3 of the Limited Liability Companies Act for the redemption of all the shares issued by Basware, excluding shares in Basware owned by Sapphire and Basware, respectively. The application and the Redemption Committee's letter regarding it will be sent separately without undue delay to all known minority shareholders of Basware.

Sapphire requests that the arbitral tribunal set the redemption price of a Basware share at no more than EUR 40.10 per share. The demanded redemption price is the same at which Sapphire offered to buy Basware's issued shares in the voluntary public tender offer announced on 14 April 2022 pursuant to Chapter 11 of the Securities Market Act. In the tender offer, a cash consideration of EUR 40.10 per each Basware share was offered.

The offer price corresponds to a premium of approximately

(i) 94.7 per cent compared to the closing price (EUR 20.60) of the Basware share on Nasdaq Helsinki on the last trading day (13 April 2022) before the announcement of the tender offer;

(ii) 72.9 per cent compared to the volume-weighted average trading price (EUR 23.20) of the Basware share on Nasdaq Helsinki in the three-month period preceding the announcement of the tender offer; and

(iii) 26.5 per cent compared to the volume-weighted average trading price (EUR 31.69) of the Basware share on Nasdaq Helsinki in the twelve-month period preceding the announcement of the tender offer.

According to Chapter 18, Section 7 of the Limited Liability Companies Act, the fair price of the share prior to the commencement of the arbitration shall serve as the basis for the determination of the redemption price. The fair price of the Basware share is no more than EUR 40.10 per share, and this shall be confirmed as the redemption price.

3. Special Representative

Based on the application filed by Sapphire, the Redemption Committee has petitioned the District Court of Länsi-Uusimaa for the appointment of a special representative to look after the interests of the minority shareholders of Basware in the arbitration proceedings. The special representative has the right and obligation to present facts and evidence on behalf of the minority shareholders in support of their case in the arbitration proceedings. The special representative shall not be competent to make or accept demands concerning the redemption on behalf of the minority shareholders or to undertake measures that are in conflict with the measures taken by the minority shareholders.

The District Court of Länsi-Uusimaa has appointed Attorney-at-Law, Lagman Matti Manner as the special representative in its decision of 19 August 2022, Record No. H 22/1695. The contact information of the special representative is as follows:

Attorney-at-Law, Lagman Matti Manner Brander & Manner Attorneys-at-Law Ltd Kristiinankatu 3 20100 Turku Telephone: +358 400 824 100 E-mail: matti.manner@brander-manner.fi

Helsinki, 19 August 2022

Sapphire BidCo Oy

Markus Manninen Attorney-at-Law, trained on the bench, Espoo Hannes Snellman Attorneys Ltd