Basware Oyj — Share Issue/Capital Change 2021

Dec 17, 2021

Basware’s Board of Directors has decided to establish new long-term share-based incentive plans for company’s management and key employees

Basware’s Board of Directors has decided to establish new long-term share-based incentive plans for company’s management and key employees

Basware Corporation, stock exchange release, 17 December 2021 at 9.00 a.m. EET

The Board of Directors of Basware Corporation has resolved to establish a new
long-term incentive structure for the company’s management and key employees,
which entails two share-based plans:

· Performance Share Plan 2022−2024, which steers key employees toward
realizing established strategic objectives and increasing shareholder value, and
· Restricted Share Plan 2022, for selected key contributors in key markets.

The aim of the new plans is to further align the objectives of shareholders and
key employees, to retain key employees at the company, and to offer them
competitive reward plans based on acquiring, receiving and holding the company’s
shares.

The potential rewards from the incentive plans will be paid partly in Basware
shares and partly in cash. The cash proportion is intended to cover taxes and
tax-related costs arising from the reward to the key employee. As a rule, no
reward will be paid if a key employee´s employment or service ends before the
reward payment.

The share plans entail a shareholding requirement for members of the Basware
Executive Team and a shareholding recommendation for other participants, where a
considerable number of received shares must be held for the long term.

The new Performance Share Plan 2022−2024 will replace the current Performance
Share Plan 2020−2021.

Performance Share Plan 2022−2024

The Performance Share Plan includes one performance period, calendar years
2022−2023 and one additional vesting period, the calendar year 2024. The Board
of Directors have resolved on the performance criteria at the required
performance levels for each criterion. The plan is directed to approximately 60
key employees, including the members of the Basware Executive Team.

The potential reward from the performance period 2022−2023 will be based on the
company´s relative Total Shareholder Return (TSR), the Group´s total revenue and
ARR order intake during 2022−2023. The rewards to be paid on the basis of the
performance period 2022−2023 correspond to the value of a maximum total of
315,600 Basware Corporation shares (including also the proportion to be paid in
cash).

Restricted Share Plan 2022

The Restricted Share Plan is directed to selected key contributors in Basware.
The reward from the Restricted Share Plan will be paid after a vesting period of
one to three years. The total rewards to be allocated on the basis of the plan
will amount to a maximum of 20,000 Basware Corporation shares (including also
the proportion to be paid in cash).

The Board of Directors of Basware will seek authorization to issue shares
required for the above-mentioned plans at the next Annual General Meeting.

BASWARE CORPORATION

The Board of Directors

For more information, please contact:
Katariina Kataja, Investor Relations Manager, Basware Corporation
Tel. +358 40 527 1427, katariina.kataja@basware.com
Distribution:
Nasdaq Helsinki
Main media
investors.basware.com/en

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´s solutions play an important
role in transitioning to a lower-carbon economy by enabling the digitalization
and automation of Purchase-to-Pay enterprise processes that rely on paper.
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
https://investors.basware.com/en.