Basware Oyj — M&A Activity 2022

Apr 21, 2022

Statement of the Board of Directors of Basware Corporation regarding the voluntary public cash tender offer by a consortium comprising Accel-KKR, Long Path and Briarwood through Sapphire BidCo Ltd

On April 14, 2022, a consortium of investors comprising Accel-KKR Capital Partners VI, LP (“Accel-KKR”) (a vehicle affiliated with AKKR Fund II Management Company, LP (“AKKR”)), Long Path Holdings 1, LP (a vehicle controlled by funds managed or advised by Long Path Partners, LP, and/or its affiliates, together “Long Path”) and Briarwood Capital Partners LP (a vehicle controlled by Briarwood Chase Management LLC, and/or its affiliates, together, “Briarwood”) (each a “Consortium Member” and together, the “Consortium”) announced that it will make a voluntary public cash tender offer through Sapphire BidCo Ltd (“Sapphire” or the “Offeror”) (the “Tender Offer”) for all of the issued and outstanding shares (the “Shares” or, individually, a “Share”) in Basware Corporation (“Basware” or the “Company”) that are not held by Basware or any of its subsidiaries. The Tender Offer is also made for the warrants issued by the Company based upon a decision by the Board of Directors of the Company on 19 March 2019, by virtue of the authorisation by the General Meeting of Shareholders of the Company on 15 March 2018 (the “Warrants”).

The Board of Directors of the Company (the “Basware Board”) has decided to issue the statement below regarding the Tender Offer as required by the Finnish Securities Markets Act (746/2012, as amended, the “Finnish Securities Markets Act”).

1. Tender Offer in Brief

The Offeror is a newly-formed private limited liability company established for the purposes of the Tender Offer and incorporated and existing under the laws of Finland. Accel-KKR, Long Path and Briarwood form the Consortium for the purposes of the Tender Offer, which indirectly owns the Offeror. The Offeror is directly wholly-owned by Topaz MidCo Ltd (“Topaz”), which is a private limited liability company incorporated under the laws of Finland. Topaz is in turn directly wholly-owned by Gemstone Holding, LP (“Gemstone”), which is a limited partnership formed under the laws of Delaware, United States and which was incorporated to be the holding company in the acquisition structure and is directly wholly-owned by Accel-KKR, Long Path and Briarwood.

The Offeror and Basware have on April 14, 2022 entered into a combination agreement (the “Combination Agreement”) pursuant to which the Offeror will make the Tender Offer for all of Shares that are not held by Basware or any of its subsidiaries and all of the Warrants (together with the Shares, the “Outstanding Securities”). In addition, the Combination Agreement sets out the principal terms pursuant to which the Offeror will make the Tender Offer. It is agreed in the Combination Agreement that if the Combination Agreement is terminated due to certain reasons specified in the Combination Agreement, the Company has agreed to pay to the Offeror and the Offeror has agreed to pay to the Company, on demand, as cost coverage a termination fee for the other party’s out of pocket costs and expenses up to certain agreed-upon amounts.

The Tender Offer will be made in accordance with the terms and conditions to be included in the tender offer document (the “Tender Offer Document”) expected to be published by the Offeror on or about April 25, 2022 upon the FIN-FSA having approved the Tender Offer Document.

The Tender Offer was announced with an offer price of EUR 40.10 in cash for each Share validly tendered in the Tender Offer (the “Share Offer Price”), subject to any adjustments pursuant to the terms and conditions of the Tender Offer. The offer price for each Warrant validly tendered in the Tender Offer is EUR 10,338.3222 in cash (the “Warrant Offer Price”), subject to any adjustments pursuant to the terms and conditions of the Tender Offer. The Warrants are held by Briarwood, which has irrevocably undertaken to either exercise the Warrants upon the completion of the Tender Offer having

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been confirmed and to then exchange Shares so subscribed for securities in the Offeror's affiliated entity, Topaz, or to exchange the Warrants for securities in Topaz.

The Share Offer Price represented a premium of approximately:

• 94.7 per cent compared to EUR 20.60, i.e. the closing price of the Share on Nasdaq Helsinki Ltd ("Nasdaq Helsinki") on April 13, 2022, the last trading day immediately preceding the announcement of the Tender Offer;
• 72.9 per cent compared to EUR 23.20, i.e. the three-month volume-weighted average trading price of the Share on Nasdaq Helsinki immediately preceding the announcement of the Tender Offer; and
• 26.5 per cent compared to EUR 31.69, i.e. the twelve-month volume-weighted average trading price of the Share on Nasdaq Helsinki immediately preceding the announcement of the Tender Offer.

Long Path and Briarwood have irrevocably undertaken to exchange Shares held by them for securities in Topaz upon the completion of the Tender Offer having been confirmed pursuant to agreements entered into among the Consortium Members and Briarwood has further undertaken to either exercise the Warrants upon the completion of the Tender Offer having been confirmed and to then exchange Shares so subscribed for securities in Topaz in connection with the Tender Offer, or to exchange the Warrants for securities in Topaz. The members of the Consortium have a right to terminate their participation in the Consortium in certain circumstances as specified in the agreements entered into among the members of the Consortium, in which case Long Path and Briarwood would have a right to withdraw their undertakings. In addition, certain major shareholders and founders of Basware, i.e. Ilkka Sihvo, Hannu Vaajoensuu, Kirsi Eräkangas, Sakari Perttunen, and Antti Pöllänen and their certain family members, together representing, on a fully diluted basis, approximately 18.45 per cent of all the shares and votes in Basware, have irrevocably undertaken to accept the Tender Offer subject to certain customary conditions. In addition, Lannebo Fonder AB, Fjärde AP-fonden and Ilmarinen Mutual Pension Insurance Company, together representing, on a fully diluted basis, approximately 14.76 per cent of all the shares and votes in Basware, have irrevocably undertaken to accept the Tender Offer subject to certain customary conditions. Together with the undertakings by Long Path and Briarwood, the Offeror has received irrevocable undertakings relating to the Tender Offer representing in total, on a fully diluted basis, approximately 56.27 per cent of the shares and votes in Basware.

The completion of the Tender Offer is subject to the satisfaction or waiver by the Offeror of certain customary conditions on or prior to the Offeror's announcement of the final results of the Tender Offer including, among others, that approvals by the competition authorities and other regulatory authorities have been received and the Offeror having gained control of more than 90 per cent of the Shares and votes in Basware (together with any Shares otherwise held by the Offeror or the Consortium Members and any Shares that may be received upon exercise of the Warrants by the Offeror or the Consortium Members) on a fully diluted basis.

The Offeror has secured commitments for the required equity and debt financing to finance the Tender Offer at completion in accordance with its terms, and compulsory redemption proceedings, if any, in accordance with the Finnish Companies Act (624/2006, as amended, the "Finnish Companies Act"), or the possible payment of the termination fee by the Offeror.

The offer period for the Tender Offer is expected to commence on or about April 26, 2022, and to expire on or about June 7, 2022, unless the Offeror extends the offer period in order to satisfy the conditions to completion of the Tender Offer, including, among others, receipt of the relevant regulatory approvals. The Tender Offer is currently expected to be completed during July 2022.

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2. Background for the Statement

Pursuant to the Finnish Securities Markets Act, the Basware Board must prepare a public statement regarding the Tender Offer.

The statement must include a well-founded assessment of the Tender Offer from the perspective of Basware and its shareholders and warrantholders (together, the “Securityholders”) as well as of the strategic plans presented by the Offeror in the Tender Offer Document and their likely effects on the operations of, and employment at, Basware.

For the purposes of issuing this statement, the Offeror has submitted to the Basware Board a draft version of the Finnish language Tender Offer Document in the form in which the Offeror has filed it with the Finnish Financial Supervisory Authority for approval on April 14, 2022 (the “Draft Tender Offer Document”).

In preparing its statement, the Basware Board has relied on information provided in the Draft Tender Offer Document by the Offeror and certain other information provided by the Offeror and has not independently verified this information. Accordingly, the Basware Board’s assessments of the consequences of the Tender Offer on Basware’s business and employees should be treated with caution.

Assessment Regarding Strategic Plans Presented by the Offeror in the Draft Tender Offer Document and Their Likely Effects on the Operations of, and Employment at, Basware

Information given by the Offeror in the Draft Tender Offer Document

The Basware Board has assessed the Offeror’s strategic plans based on the statements made in the Company’s and the Offeror’s announcement regarding the Tender Offer published on April 14, 2022, and the Draft Tender Offer Document.

The Consortium believes that under private ownership Basware will be best placed to fulfil its long-term potential by leveraging its technology and market leading position. The Consortium recognizes that the sector is becoming increasingly competitive and, as such, the Consortium intends to invest significant time, capital and other resources to support the Company’s strategy positioning it for long-term success. Under private ownership, the Company would be better positioned to invest further and faster in initiatives to support organic growth as well as to allocate additional capital for acquisitions to strengthen selected areas of the product. The Consortium believes that in a private setting, Basware will manage all the abovementioned initiatives more effectively as well as manage current market challenges enabling management to devote their full attention to business performance without the constraints imposed by the public market.

The Consortium is well-positioned to support the transformation of the Company due to Accel-KKR’s considerable experience in the procurement and payments software sectors and its specialized approach to working with software businesses. Accel-KKR has a long history of partnering with management in the pursuit of long-term strategic goals including both organic growth and growth through acquisitions. The Company will also benefit from the continuity of Long Path and Briarwood, who as long-standing and significant investors in Basware have an in-depth understanding of the opportunities and challenges the business faces as well as an existing relationship with the management team that will help facilitate the Company’s transformation. Together this group of investors is uniquely equipped with the appropriate long-term investment horizon, expertise, and capital required to realize Basware’s potential while maintaining the Company’s identity, culture, and Finnish values.

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The Offeror further states that the Tender Offer is not expected to have any immediate material effects on the Company's operations or assets, the position of the Company's management or employees, or its business locations. However, as is customary in connection with public tender offers, the Offeror intends to change the composition of the Board of Directors of Basware after the completion of the Tender Offer.

3. Board Assessment

The Basware Board believes that AKKR's considerable experience in the industry and its investment philosophy, along with Long Path and Briarwood, will benefit the activities of the Company. AKKR is exclusively focused on investing in mid-sized software and tech-enabled services businesses and, today, it is one of the largest firms with a global reach that is dedicated to partnering with companies like Basware. Since its inception, AKKR has acquired or invested in over 300 technology businesses and partnered with their management teams to accelerate the growth of their respective businesses. With the support and experience of the Consortium, the Basware Board believes that Basware can strengthen its existing market positions in its core areas and accelerate the expansion of its businesses into new countries and regions.

The Basware Board considers that the information on the Offeror's strategic plans concerning Basware included in the Draft Tender Offer Document is of a general nature. However, based on the information presented to Basware and the Basware Board, the Basware Board believes that the completion of the Tender Offer is not expected to have any immediate material effects on Basware's operations or the position of the employees of Basware.

On the date of this statement, the Basware Board has not received any formal statements as to the effects of the Tender Offer to the employment at Basware from Basware's employees.

Assessment Regarding Financing Presented by the Offeror in the Draft Tender Offer Document

Information given by the Offeror

The Basware Board has assessed the Offeror's financing based on the statements made in the Company's and the Offeror's announcement regarding the Tender Offer published on April 14, 2022, and the Draft Tender Offer Document. In addition, the Basware Board has received copies of the principal contractual documentation concerning the financing of the Tender Offer, including a copy of the bid conduct agreement between the members of the Consortium.

Pursuant to the Draft Tender Offer Document, the Offeror has received equity and debt commitments, as evidenced in (i) equity commitment letters, (ii) a debt commitment letter and fundable interim facilities agreement executed by Golub Capital LLC and certain affiliated, similarly managed and/or related funds, in each case addressed to the Offeror, and (iii) other undertakings to finance the Tender Offer at completion and compulsory redemption proceedings, if any, or the possible payment of the termination fee by the Offeror. The debt financing will be provided on a European "certain funds" basis and, therefore, the availability of debt financing is subject only to certain limited conditions, as will be further described in the Tender Offer Document.

The Offeror's obligation to complete the Tender Offer is not conditional upon availability of financing under the conditions to completion of the Tender Offer (assuming that all the conditions to completion of the Tender Offer are otherwise satisfied or waived by the Offeror) and upon such satisfaction the Offeror will be required to draw down funds subject to the conditions of the equity commitment letters, the debt commitment letter and the interim facilities agreement.

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The Offeror's Representations and Warranties in the Combination Agreement

In the Combination Agreement, the Offeror represents and warrants to Basware that the Offeror has on the date of the Combination Agreement and will have on the completion date secured necessary and sufficient financing, as evidenced in, together, (i) the equity commitment letters and (ii) the debt commitment letter and the interim facilities agreement and (iii) other undertakings, in each case, delivered to the Company prior to the execution of the Combination Agreement, to finance the payment of the aggregate Share Offer Price and Warrant Offer Price for all of the Outstanding Securities in connection with the Tender Offer on the completion date and in connection with the subsequent compulsory redemption proceedings thereafter, or the possible payment of the termination fee by the Offeror. The Offeror's obligation to complete the Tender Offer is not conditional upon availability of financing (assuming that all the conditions for the completion of the Tender Offer are otherwise satisfied or waived by the Offeror).

4. Board Assessment

Based on the information made available by the Offeror to the Company, the Offeror's obligation to complete the Tender Offer is not conditional upon availability of financing (assuming that all the conditions to completion of the Tender Offer are otherwise satisfied or waived by the Offeror). In addition, the Offeror received equity and debt commitments, as evidenced in equity commitment letters, the debt commitment letter and the interim facilities agreement addressed to the Offeror and other undertakings, pursuant to which the Offeror will be required to draw down funds upon satisfaction (or waiver by the Offeror) of the conditions for the completion of the Tender Offer, subject to the conditions of the equity commitment letters, the debt commitment letter and the interim facilities agreement.

Consequently, the Basware Board believes that the Offeror has secured necessary and adequate financing in sufficient amounts in the form of cash available under the equity commitment letters, the debt commitment letter and the interim facilities agreement and other undertakings in order to finance the Tender Offer at completion and compulsory redemption proceedings, if any, or the possible payment of the termination fee by the Offeror.

Assessment of the Tender Offer from the Perspective of Basware and its Securityholders

When evaluating the Tender Offer, analyzing and assessing alternative opportunities available to Basware and concluding on its statement, the Basware Board has considered several factors, including, but not limited to, Basware's recent financial performance, current position and future prospects, the historical performance of the trading price of Basware's Shares, and the conditions for the Offeror to complete the Tender Offer. The Basware Board's assessment of continuing the business operations of Basware as an independent company has been based on reasonable future-oriented estimates, including, but not limited to, Basware management's projections regarding the expected financial performance of the Company for the years 2022 to 2024, which projections forecast slightly better profitability as compared to analysts' consensus estimate. Such future-oriented estimates include various uncertainties, whereas the Share Offer Price and the premium included therein and the Warrant Offer Price are not subject to any uncertainty other than the fulfillment of the conditions to completion of the Tender Offer. Goldman Sachs International ("Goldman Sachs") has delivered its opinion to the Basware Board that, as of the date of the written fairness opinion and based upon and subject to the factors and assumptions set forth therein, the EUR 40.10 in cash per Share to be paid to the holders (other than the Consortium and their affiliates) of Shares pursuant to the Combination Agreement was fair from a financial point of view to the holders (other than the Consortium and their affiliates) of Shares.

The full text of the written opinion of Goldman Sachs, dated April 14, 2022, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken

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in connection with the opinion, is attached as Appendix 1 to this statement. Goldman Sachs provided its opinion for the information and assistance of the Basware Board in connection with its consideration of the Tender Offer. The Goldman Sachs opinion is not a recommendation as to whether any holder of Shares should tender such Shares in connection with the Tender Offer or any other matter.

The Basware Board believes that the consideration offered by the Offeror to the Securityholders is fair to the Securityholders based on its assessment of the matters and factors, which the Basware Board has concluded to be material in evaluating the Tender Offer. These matters and factors include, but are not limited to:

• the information and assumptions on the business operations and financial condition of Basware as at the date of this statement and their expected future development;
• the premium being offered for the Shares;
• the historical trading price of the Shares;
• transaction certainty, and that the conditions of the Tender Offer are reasonable and customary;
• valuation multiples of Basware's Shares compared to the industry multiples before the announcement of the Tender Offer;
• valuations and analysis made and commissioned by the Basware Board as well as discussions with an external financial advisor; and
• the opinion issued by Goldman Sachs.

In addition, the Basware Board considers the Share Offer Price and the Warrant Offer Price levels and the Securityholder support for the Tender Offer in the form of irrevocable undertakings to positively affect the ability of the Offeror (together with the Consortium Members) to gain control of more than 90 percent of the Shares and, thereby, help successfully complete the Tender Offer.

The Basware Board has concluded that the relevant business prospects of Basware would provide opportunities for Basware to develop its business as an independent company for the benefit of Basware and its Securityholders. However, taking into consideration the risks and uncertainties associated with such stand-alone approach, particularly the recent macroeconomic development and the uncertainty it causes for the short and medium term, as well as the terms and conditions of the Tender Offer included in the Draft Tender Offer Document, the Basware Board has concluded that the Tender Offer is a favorable alternative for the Securityholders.

5. Recommendation of the Basware Board

The Basware Board has carefully assessed the Tender Offer and its terms and conditions based on the Draft Tender Offer Document, the opinion issued by Goldman Sachs, and other available information.

Based on the foregoing, the Basware Board considers that the Tender Offer and the amount of the Share Offer Price and the Warrant Offer Price are, under the prevailing circumstances, fair to Basware's Securityholders.

Given the above-mentioned viewpoints, the Basware Board unanimously recommends that the Securityholders of Basware accept the Tender Offer.

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All members of the Basware Board have participated in the decision-making concerning the statement. The evaluation of independence of the members of the Basware Board is available on the website of Basware in connection with the Annual Report 2021.

6. Certain Other Matters

The Basware Board notes that the transaction may, as is common in such processes, involve unforeseeable risks.

The Basware Board notes that the shareholders of Basware should also take into account the potential risks related to non-acceptance of the Tender Offer. If the acceptance condition of more than 90 percent of the Shares and votes is waived, the completion of the Tender Offer would reduce the number of Basware's shareholders and the number of Shares, which would otherwise be traded on Nasdaq Helsinki. Depending on the number of Shares validly tendered in the Tender Offer, this could have an adverse effect on the liquidity and value of the Shares in Basware. Furthermore, pursuant to the Finnish Companies Act, a shareholder that holds more than two-thirds of the shares and voting rights carried by the shares in a company has sufficient voting rights to, independently and without cooperation with other shareholders, decide upon certain corporate transactions, including, but not limited to, a merger of the Company into another company, an amendment of the articles of association of the Company, a change of domicile of the Company and an issue of shares in the Company in deviation from the shareholders' pre-emptive subscription rights.

Pursuant to Chapter 18 of the Finnish Companies Act, a shareholder that holds more than 90 percent of all shares and votes in a company shall have the right to acquire and, subject to a demand by other shareholders, also be obligated to redeem the shares owned by the other shareholders. In such case, the Shares held by Basware's shareholders, who have not accepted the Tender Offer, may be redeemed through redemption proceedings under the Finnish Companies Act in accordance with the conditions set out therein.

Basware has undertaken to comply with the Helsinki Takeover Code referred to in Chapter 11, Section 28 of the Finnish Securities Markets Act.

This statement of the Basware Board does not constitute investment or tax advice, and the Basware Board does not specifically evaluate herein the general price development or the risks relating to the Shares or the Warrants in general. Securityholders must independently decide whether to accept the Tender Offer, and they should take into account all the relevant information available to them, including information presented in the Tender Offer Document and this statement as well as any other factors affecting the value of the Shares and Warrants.

Basware has appointed Goldman Sachs as financial adviser and Roschier, Attorneys Ltd. as legal adviser in connection with the Tender Offer.

The Board of Directors of Basware Corporation

Appendix 1: Opinion issued by Goldman Sachs

Disclaimer

Goldman Sachs International, which is authorized by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Basware and no one else in connection with the Tender Offer and the matters set out in this announcement. Neither Goldman Sachs International nor its affiliates, nor their respective

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partners, directors, officers, employees or agents are responsible to anyone other than Basware for providing the protections afforded to clients of Goldman Sachs International, or for giving advice in connection with the Tender Offer or any matter or arrangement referred to in this announcement.

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Goldman Sachs International
Plumtree Court | 25 Shoe Lane | London EC4A 4AU
Tel: +44 (0)20 7774 1000

Goldman Sachs

PERSONAL AND CONFIDENTIAL

14 April 2022

Board of Directors
Basware Corporation
Linnoitustie 2 B
FI-02600 Espoo
Finland

Ladies and Gentlemen:

You have requested our opinion as to the fairness from a financial point of view to the holders (other than Accel-KKR Capital Partners VI, LP, Long Path Holdings 1, LP, and Briarwood Capital Partners LP ("Buyers") and their affiliates) of the outstanding shares (the "Shares") of Basware Corporation (the "Company") of the €40.10 in cash per Share to be paid to such holders pursuant to the Combination Agreement, dated as of 14 April 2022 (the "Agreement"), by and between Sapphire Holding Ltd, a company wholly owned by Buyers ("Acquisition Sub"), and the Company. The Agreement provides for a tender offer for all of the Shares (other than those held by Buyers and their affiliates) (the "Tender Offer") pursuant to which Acquisition Sub will pay €40.10 in cash per Share for each Share accepted. The Agreement further provides for a tender offer for all of the warrants issued by the Company (which warrants are held by a Buyer) as to which warrant tender offer we express no opinion. The Agreement further provides that, following completion of the Tender Offer and subject to the satisfaction of the requirements of the Finnish Companies Act, Acquisition Sub intends to commence compulsory redemption proceedings for all outstanding Shares not purchased pursuant to the Tender Offer, as to which compulsory redemption proceedings we express no opinion.

Goldman Sachs International and its affiliates (collectively, "Goldman Sachs") are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of the Company, Buyers, any of their respective affiliates, including Accel-KKR, an affiliate of a Buyer, and, as applicable, its affiliates and portfolio companies and third parties, including Lannebo Fonder, a significant shareholder of the company ("Significant Shareholder") or any currency or commodity that may be involved in the transaction contemplated by the Agreement (the "Transaction"). We have acted as financial advisor to the Company in connection with, and have participated in certain of the negotiations leading to, the Transaction. We expect to receive fees for our services in connection with the Transaction, all of which are contingent upon consummation of the Transaction, and the Company has agreed to reimburse certain of our expenses arising, and indemnify us against certain liabilities that may arise, out of our engagement. We have provided certain financial advisory and/or underwriting services to Accel-KKR and/or its affiliates and portfolio companies from time to time for which our Investment Banking Division has received, and may receive, compensation, including having acted as

Goldman Sachs International is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority Registered in England No. 02263951 | Registered Office: Plumtree Court, 25 Shoe Lane, London EC4A 4AU

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Board of Directors
Basware Corporation
14 April 2022
Page 2

financial advisor to Abrigo, Inc., a portfolio company of Accel-KKR, with respect to an investment by The Carlyle Group Inc., in August 2021; financial advisor to Seeguent Holdings Limited, a portfolio company of Accel-KKR, with respect to its sale, in March 2021; and lead bookrunner for the initial public offering of Paymentus Holdings Inc., a portfolio company of Accel-KKR, in May 2021. We may also in the future provide financial advisory and/or underwriting services to the Company, Buyers, Significant Shareholder and their respective affiliates and, as applicable, portfolio companies for which our Investment Banking Division may receive compensation. Affiliates of Goldman Sachs International also may have co-invested with Buyers and their affiliates from time to time and may have invested in limited partnership units of affiliates of Buyers from time to time and may do so in the future.

In connection with this opinion, we have reviewed, among other things, the Agreement; annual reports to shareholders of the Company for the five fiscal years ended 31 December 2021; certain interim reports to shareholders of the Company; certain other communications from the Company to its shareholders; certain publicly available research analyst reports for the Company; and certain internal financial analyses and forecasts for the Company prepared by its management, as approved for our use by the Company (the "Forecasts"). We have also held discussions with members of the senior management of the Company regarding their assessment of the current business operations, financial condition and future prospects of the Company; reviewed the reported price and trading activity for the Shares; compared certain financial and stock market information for the Company with similar information for certain other companies the securities of which are publicly traded; reviewed the financial terms of certain recent business combinations in the software industry and in other industries; and performed such other studies and analyses, and considered such other factors, as we deemed appropriate.

For purposes of rendering this opinion, we have, with your consent, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by, us, without assuming any responsibility for independent verification thereof. In that regard, we have assumed with your consent that the Forecasts have been reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of the Company. We have not made an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of the Company or any of its subsidiaries and we have not been furnished with any such evaluation or appraisal. We have assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the Transaction will be obtained without any adverse effect on the Company or on the expected benefits of the Transaction in any way meaningful to our analysis. We have assumed that the Transaction will be consummated on the terms set forth in the Agreement, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to our analysis.

Our opinion does not address the underlying business decision of the Company to engage in the Transaction, or the relative merits of the Transaction as compared to any strategic alternatives that may be available to the Company; nor does it address any legal, regulatory, tax or accounting matters. This opinion addresses only the fairness from a financial point of view to the holders (other than Buyers and their affiliates) of Shares, as of the date hereof, of the €40.10 in cash per Share to be paid to such holders pursuant to the Agreement. We do not express any view on, and our opinion does not address, any other term or aspect of the

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Board of Directors
Basware Corporation
14 April 2022
Page 3

Agreement or Transaction or any term or aspect of any other agreement or instrument contemplated by the Agreement or entered into or amended in connection with the Transaction, including, the fairness of the Transaction to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors, or other constituencies of the Company; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of the Company, or class of such persons, in connection with the Transaction, whether relative to the €40.10 in cash per Share to be paid to the holders (other than Buyers and their affiliates) pursuant to the Agreement or otherwise. We are not expressing any opinion as to the prices at which the Shares will trade at any time, as to the potential effects of volatility in the credit, financial and stock markets on the Company, Buyers or the Transaction, or as to the impact of the Transaction on the solvency or viability of the Company or Buyers or the ability of the Company or Buyers to pay their respective obligations when they come due. Our opinion is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof and we assume no responsibility for updating, revising or reaffirming this opinion based on circumstances, developments or events occurring after the date hereof. Our advisory services and the opinion expressed herein are provided solely for the information and assistance of the Board of Directors of the Company in connection with its consideration of the Transaction and such opinion does not constitute a recommendation as to whether or not any holder of Shares should tender such Shares in connection with the Tender Offer or any other matter. This opinion has been approved by a fairness committee of Goldman Sachs.

Based upon and subject to the foregoing, it is our opinion that, as of the date hereof, the €40.10 in cash per Share to be paid to the holders (other than Buyers and their affiliates) of Shares pursuant to the Agreement is fair from a financial point of view to the holders (other than Buyers and their affiliates) of Shares.

Very truly yours,

Nidele /Ole
(GOLDMAN SACHS INTERNATIONAL)