Basware Oyj — Capital/Financing Update 2021

Jul 12, 2021

Basware amends its debt facility with Macquarie Capital Principal Finance – Will realize a cash benefit of minimum EUR 12 million

Basware amends its debt facility with Macquarie Capital Principal Finance – Will realize a cash benefit of minimum EUR 12 million

Basware Corporation, insider information, 12 July, 2021 at 12.35 p.m. EEST

Basware Corporation (“Basware” or the “Company”) has completed an amendment
agreement of its debt facility (the Loan) with Macquarie Capital Principal
Finance (“Macquarie”), effective 12[th] of July 2021. As a result of the
improved terms, the Company will realize a cash benefit of minimum EUR 12
million over the remaining duration of the Loan, compared with the original debt
facility. Under the amendment, the debt facility is upsized to a EUR 66 million
senior secured loan which will be due September 2024 in line with the facility’s
original maturity. The Loan amount of EUR 66 million consists of EUR 50 million
related to the original debt facility, EUR 11 million related to previously
capitalized interest (PIK interest) and EUR 5 million upsizing to enhance the
Company’s overall liquidity position.

The terms of the Loan significantly lower the Company’s cost of debt by reducing
the cash interest margin of 8.75 per cent per year to 6.00 per cent per year,
and by removing the PIK interest rate of 11.75%, and the exit fee at its current
accrued value, which was previously 40% of the loan amount, accruing evenly over
the life of the debt facility.

The Company’s finance expenses will be lower by approximately EUR 9 million in
total over the remaining duration of the Loan, including Q3 ‘21 one-off finance
expenses, compared with the original debt facility. Q3 ’21 finance expenses will
be impacted by a one-off increase of approximately EUR 11 million, driven by
extinguishment accounting treatment of the original debt facility under IFRS9.

“During the last two years Baswareans have systematically focused on strategy
execution, guided by our key principles of scalability, increased operational
efficiency and simplification of operations, to drive sustainable growth and
profitability. At the same time, we have essentially completed our cloud
transformation journey and delivered a substantial turnaround in our financial
performance, thus positioning ourselves for continued success as a cloud company
in helping our customers to simplify their operations and spend smarter. As a
result of this journey, we are today pleased to announce the renegotiated terms
of our debt facility with Macquarie and the resulting significant economic
benefits for the Company. This amendment agreement also strengthens our
partnership with Macquarie as a principal provider of our funding,” comments
Martti Nurminen, CFO of Basware.

Advisory

Basware received independent financial advice from Rothschild & Co and legal
advice from White & Case LLP.

Analyst and press conference

Basware arranges a conference for analysts and press, where CFO Martti Nurminen
will comment on the transaction and its financial impacts. The analyst and press
conference can be followed via live webcast or teleconference. A recording of
the analyst and press conference will be available shortly after the event.

Time: Tuesday, July 13, 2021 at 4 p.m. EEST / 2 p.m. GMT
Video webcast and teleconference registration:
https://basware.videosync.fi/press-conference-13072021

Teleconference numbers:

Finland: +358 981 710 310
Sweden: +46 856 642 651
United Kingdom: +44 333 300 0804
United States: +1 631 913 1422

PIN: 15394617#

To join in analysts and press conference, please contact ir@basware.com.

For more information, please contact:

Martti Nurminen, CFO, Basware Corporation
Tel. +358 (0)40 751 7194, martti.nurminen@basware.com

Distribution:
Nasdaq Helsinki
Main media
investors.basware.com/en

About Macquarie Capital Principal Finance:

Macquarie Capital Principal Finance, the principal investment business, provides
flexible financing and secondary market investing solutions for corporate and
real estate clients across North America, Europe, and Australasia. Since 2009
Macquarie Capital’s Principal Finance team has provided financing and investment
capital on a flexible and bespoke basis for over 700 companies, deploying over
£26 billion globally.

Recognizing that every client is different, Macquarie Capital Principal
Finance’s expertise goes beyond traditional financing to adapt solutions to meet
individual client needs. For further information visit:
www.macquarie.com/us/corporate/financing/principal-finance.

About Basware:

Basware offers the largest open business network in the world and is the global
leader in providing networked purchase-to-pay solutions and e-invoicing
services. Our technology empowers organizations with 100% spend visibility by
enabling the capture of all financial data across procurement, finance, accounts
payable and accounts receivable functions. Basware is a global company doing
business in more than 100 countries and is traded on the Helsinki exchange
(BAS1V: HE). Find out more at http://investors.basware.com/en.