Basware Oyj — Proxy Solicitation & Information Statement 2021

Feb 4, 2021

Notice to the Annual General Meeting of Basware Corporation

Notice to the Annual General Meeting of Basware Corporation

Basware Corporation, stock exchange release February 4, 2021 at 08:50 am EET

The Annual General Meeting of Basware Corporation will be held on 18 March, 2021
at 10:00 am EET. The meeting will be held under special arrangements without
shareholders’ or their proxy representatives’ presence in the company’s
headquarters, at the address Linnoitustie 2, Building Cello, 02600 Espoo.

The Board of Directors of the company has resolved on an exceptional meeting
procedure based on the temporary legislation approved by the Finnish Parliament
on 15 September 2020 (the “Temporary Act”). In order to limit the spread of the
Covid-19 pandemic, the Annual General Meeting will be held without shareholders’
or their proxy representatives’ presence at the meeting venue. This is necessary
in order to organize the General Meeting in a predictable way while taking into
account the health and safety of the company’s shareholders, personnel and other
stakeholders.

Shareholders and their proxy representatives can participate in the meeting and
exercise their shareholder rights only by voting in advance and by making
counterproposals and presenting questions in advance in accordance with this
notice and the company’s other instructions. It is not possible to participate
in the General Meeting at the meeting venue. Shareholders can follow the General
Meeting on the company’s website at http://investors.basware.com/en.
Shareholders following the General Meeting in this way are not considered to
participate in the General Meeting. Instructions for shareholders are presented
in this notice under section C “Instructions for the participants in the General
Meeting”.

A.    Matters on the agenda of the General Meeting
1.            Opening of the meeting

2.            Calling the meeting to order

Jukka Laitasalo, Attorney-at-Law, will act as the chairman. If Jukka Laitasalo
is not able to act as chairman due to a weighty reason, the Board of Directors
will appoint a person it deems most suitable to act as chairman. The chairman
may appoint a secretary for the meeting.

3.            Election of a person to scrutinize the minutes and persons to
supervise the counting of votes

Tiia Takalo, Junior Legal Counsel, will act as the person to scrutinize the
minutes and supervise the counting of votes. If Tiia Takalo is unable to act as
the person to scrutinize the minutes and supervise the counting of votes due to
a weighty reason, the Board of Directors will appoint a person it deems most
suitable to act as the person to scrutinize the minutes and supervise the
counting of votes.

4.            Recording the legality of the meeting

5.            Recording the attendance and the list of votes

Shareholders who have voted in advance within the advance voting period and have
the right to attend the General Meeting under Chapter 5, Sections 6 and 6a of
the Finnish Companies Act will be deemed to have participated at the General
Meeting. The list of votes will be adopted based on information provided by
Innovatics Oy, which is based on shareholders’ register formed by Euroclear
Finland Ltd.

6.            Presentation of the annual accounts, the report of the Board of
Directors and the auditor's report for the year 2020

· Review by the CEO

The company’s annual report, which includes the company’s annual accounts, the
report of the Board of Directors and the auditor’s report and which is available
on the company’s website no later than three weeks prior to the General Meeting,
will be deemed to have been presented to the General Meeting under this item.

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
be paid for the year 2020.

9.            Resolution on the discharge of the members of the Board of
Directors and the CEO from liability

10.          Remuneration Report

The Board of Directors proposes that the Remuneration Report for the company’s
governing bodies for 2020 be approved. The resolution is advisory in accordance
with the Finnish Companies Act.

The Remuneration Report is available on the company’s website at
http://investors.basware.com/en as of 25 February 2021 at the latest.

11.          Resolution on the remuneration of the members of the Board of
Directors
The shareholders’ Nomination Board proposes to the General Meeting, that the
members of the Board of Directors to be elected for a term of office ending at
the end of the next Annual General Meeting will be paid a fixed annual
remuneration as follows: members of the Board of Directors and committee members
EUR 40,000 per year; Vice Chairperson of the Board of Directors EUR 50,000 per
year; Chairpersons of Committees EUR 50,000 per year and Chairperson of the
Board of Directors EUR 100,000 per year.

The Nomination Board proposes that the chairpersons of the Board of Directors
and its committees shall receive EUR 855 per attended meeting and members of the
Board of Directors and its committees shall receive EUR 570 per attended
meeting.

The Nomination Board further proposes that a member of Board of Directors or a
committee member, whose travel to the Board or committee meeting requires
international travel time of over three (3) hours but less than six (6) hours,
be paid an additional remuneration of EUR 1,000 per attended meeting. Similarly,
should the travel time of a member of Board or committee member to attend a
meeting involve intercontinental travel and exceed six (6) hours, an additional
remuneration of EUR 3,000 per attended meeting will be paid.

In addition to above, The Nomination Board proposes that an extra meeting fee of
1,500 EUR per meeting shall be paid to a member who participates to the meeting
outside of office hours, more than 3 time zones from Helsinki time zone (Eastern
European time zone, EET).

In addition, the Nomination Board proposes that out of the annual remuneration
to be paid to the Board members, 50 percent 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 10,000 shares and
Chairperson and Vice Chairperson of the Board, whose ownership of Basware
Corporation is less than 15,000 shares. The purchase of shares will take place
as soon as possible after the decision by the Annual General Meeting. Shares
received as remuneration may not be sold or otherwise transferred during a
period of two (2) 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.

12.          Resolution on the number of members of the Board of Directors

The Nomination Board proposes that the number of members of the Board of
Directors of Basware Corporation would be six (6).

13.          Election of members of the Board of Directors

The Nomination Board proposes that Mr. Ilkka Sihvo, Mr. Michael Ingelög, Mr.
Daryl Rolley and Ms. Minna Smedsten would be re-elected as members of the Board
of Directors, and that Mr. Carl Farrell and Mr. Jonathan Meister would be
elected as new members of the Board. The Board will elect its Chairperson and
Vice Chairperson among the Board members as per the Charter of the Board of
Directors.

Mr. Carl Farrell (b. 1961) is private investor of early-stage technology
companies. He has previously acted as Group President of Altus Group. Prior to
Altus Group, he has held several senior leadership positions at SAS Institute
Inc, most recently as the Chief Revenue Officer. Mr. Farrell has previously
served on the Board of Directors’ of Altus Group and SAS Institute. He is an UK
and Canadian citizen.

Mr. Jonathan Meister (b. 1966), BSc in Finance and Marketing, has acted as
Global Vice President and Senior Vice President of Business Development of SAP
Concur. He has held several senior leadership positions at SAP Concur since
1999. Mr. Meister is Chairman of the Board of Make a Different Ministries/Camp
Highland. He is an US citizen.

More information on the proposed Board members is available on the company’s
investor site at http://investors.basware.com/en.

14.          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.

15.          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 Accounting Firm, 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.

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 1,446,000 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 for 18 months. The Repurchase
Authorization shall revoke the previous authorizations for repurchasing the
company's own shares.

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 total maximum of 1,446,000 new shares may be issued and/or company's own
shares held by the company may be conveyed (corresponding to approximately 10%
of all shares in the company on the date of the notice to the meeting).

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 1,446,000 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).

e)      Recording of the subscription price in the balance sheet

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 for 18 months.

18.          Closing of the meeting

B.    Documents of the General Meeting

This notice to the meeting, which includes all the proposals for decisions on
the agenda of the General Meeting, is available on Basware Corporation’s
investor webpages at http://investors.basware.com/en. The documents related to
the annual accounts of Basware Corporation and the Remuneration Report are
available on the investor webpages on 25 February, 2021 at the latest. The
abovementioned documents are also available at the General Meeting. The minutes
of the General Meeting will be available on the investor webpages on 1 April,
2021 at the latest.

C.    Instructions for participants in the General Meeting

In order to limit the spread of the Covid-19 pandemic, the Annual General
Meeting will be arranged in such a way that neither shareholders nor their proxy
representatives may arrive at the meeting venue. The company’s shareholders and
their proxy representatives can participate in the General Meeting and exercise
their rights only by voting in advance and by making counterproposals and
presenting questions in advance considering the limitations set out in the
Temporary Act.

A shareholder or a proxy representative may not participate in the General
Meeting by means of real-time telecommunications either, but shareholders, who
have registered for the meeting, may follow the General Meeting through a
personal link to be provided after the registration period and the record date.
Shareholders following the General Meeting in this way are not considered to
participate in the General Meeting based on only following the meeting, and the
decisions of the General Meeting shall be made based solely on the advance
voting.

1. Right to participate of a shareholder registered in the shareholders'
   register

Each shareholder, who is registered on 8 March, 2021 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.

1. Notice of participation of a shareholder registered in the shareholders’
   register and voting in advance

Registration for the meeting and advance voting begin on 18 February, 2021 at
9:00 am EET, when the deadline for delivering counterproposals has expired and
the company has published the possible counterproposals to be put to a vote on
the company’s website. A shareholder entered in the company's shareholder
register, who wishes to participate in the General Meeting by voting in advance,
must register for the General Meeting and deliver his/her votes in advance on 12
March, 2021 at 4:00 pm EET at the latest, by which time the notice of
participation and the votes must be received.

Shareholders with a Finnish book-entry account can register and vote in advance
on certain items on the agenda of the General Meeting during the period 18
February, 2021 at 9:00 am EET–12 March, 2021 at 4:00 pm EET by the following
means:

a. On the company’s website at http://investors.basware.com/en

Electronic registering and advance voting require strong electronic
identification of the shareholder or his/her representative or proxy
representative by means of Finnish or Swedish online banking codes or Mobile ID.

b. By regular mail or e-mail

A shareholder voting in advance by regular mail or e-mail must deliver an
advance voting form available on the company’s website at
http://investors.basware.com/en or corresponding information to Innovatics Ltd
by regular mail to Innovatics Ltd, Annual General Meeting / Basware Corporation,
Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by e-mail to
agm@innovatics.fi.

If a shareholder participates in the General Meeting by delivering votes in
advance by regular mail or e-mail to Innovatics Ltd, the delivery of the votes
before the deadline for delivering the notice of participation and the advance
voting period has expired shall constitute a registration for the General
Meeting provided that the shareholder’s message includes the above-mentioned
information required for registration.

A shareholder must in connection with the registration submit the requested
information, such as the identification and contact details of the shareholder
or his/her representative or proxy representative. Personal data disclosed in
connection with the shareholders’ registration will be used only in connection
with the General Meeting and the thereto related necessary processing of
registrations.

Instructions regarding the voting are available to all shareholders on the
company’s website at http://investors.basware.com/en. Additional information is
also available by telephone at +358 10 2818 909 on business days during 9:00
am–12.00 noon and 1:00 pm–4:00 pm EET.

1. 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.

A template for a proxy document and voting instructions will be available on the
company’s website at http://investors.basware.com/en as of 18 February, 2021 at
the latest when the deadline for delivering counterproposals to be put to a vote
has expired and when the company has published possible counterproposals to be
put to a vote on the company’s website.

A shareholder, who will not vote in advance himself/herself, may without any
cost to the shareholder use the company’s proxy authorization service and
authorize Veli Siitonen, Attorney-at-Law at Merilampi Attorneys Ltd., or another
of the company independent Attorney-at-Law appointed by him to act as a proxy
representative and exercise the shareholder’s voting rights at the General
Meeting in accordance with the voting instructions given by the shareholder. A
signed proxy document including an advance voting form must be delivered to Veli
Siitonen, Attorney-at-Law, by regular mail or e-mail (contact details below)
before the end of the registration and advance voting period, by which time the
documents must be received.

Further information on the designated proxy representative is available on the
website merilampi.com/ihmiset/specialist-counsels/veli
-siitonen/ (http://www.merilampi.com/ihmiset/specialist-counsels/veli-siitonen/)
and his contact details are:

postal address: Merilampi Attorneys Ltd., Veli Siitonen, Keskuskatu 7, FI-00100
Helsinki, Finland

e-mail: veli.siitonen@merilampi.com

A shareholder may participate in the General Meeting and exercise his/her rights
thereat also by appointing another proxy representative of his/her choice. A
proxy representative appointed by a shareholder must also vote in advance in the
herein described manner. A proxy representative must deliver a signed proxy
document given to him/her including an advance voting form by regular mail to
Innovatics Ltd, Annual General Meeting / Basware Corporation, Ratamestarinkatu
13 A, FI-00520 Helsinki, Finland or by e-mail to agm@innovatics.fi before the
end of the registration and advance voting period, by which time the documents
or corresponding information must be received, or deliver a proxy document in
connection with the electronic registration and advance voting. Delivery of a
proxy document to Innovatics Ltd before the expiration of the registration
period constitutes due registration for the General Meeting provided that a
proxy representative delivers the advance voting form or corresponding
information to Innovatics Ltd in connection with the delivery of a proxy
document or later before the end of the registration and advance voting period.

1. 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 the record
date of the General Meeting, i.e. on 8 March, 2021, 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 15 March, 2021 by 10:00 am EET. 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 temporarily
into the shareholders' register of the company at the latest by the time stated
above and arrange voting on behalf of a holder of nominee registered shares.

1. Making counterproposals to the proposed resolutions and presenting questions
   in advance

Shareholders holding at least one hundredth (1/100) of all shares in the company
within the meaning of the Temporary Act have a right to make a counterproposal
to the proposed resolutions on the agenda of the General Meeting, which will be
put to a vote. Such counterproposals must be delivered to the company by e-mail
to yhtiokokous@basware.com by no later than 11 February, 2021 at 4:00 pm EET.
Shareholders making a counterproposal must in connection with delivering the
counterproposal present evidence of their shareholdings. A counterproposal will
be considered at the General Meeting provided that the shareholder has the right
to participate in the General Meeting, he/she has registered for General Meeting
and that the shareholder holds shares corresponding to at least one hundredth of
all shares in the company on the record date of the General Meeting. If the
counterproposal is not taken up for consideration at the General Meeting, the
votes given in favour of the counterproposal will not be taken into
consideration. The company will publish possible counterproposals to be put to a
vote on the company’s website at http://investors.basware.com/en by no later
than 17 February, 2021.

Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder
may present questions with respect to the matters to be considered at the
General Meeting until 1 March, 2021 at 4:00 pm EET either in the electronic
registration service or by e-mail to yhtiokokous@basware.com. Such questions by
shareholders, the company’s responses to such questions as well as other
counterproposals than those put to a vote are available on the company’s website
at http://investors.basware.com/en by no later than 9 March, 2021. As a
prerequisite for presenting questions, a shareholder must present evidence to
the company of his/her shareholding upon request.

1. Other instructions/information

On the date of this notice to the General Meeting, the total number of shares
and votes in Basware Corporation is 14,463,936.

Changes in shareholding after the record date do not affect the right to
participate in the General Meeting or the number of voting rights held in the
General Meeting.

Espoo, 3 February, 2021

BASWARE CORPORATION
Board of Directors

For more information, please contact:
Sami Takila, General Counsel, Basware Corporation
Tel. +358 40 194 7034, sami.takila@basware.com

Distribution:
Nasdaq Helsinki
Main media
investors.basware.com