Decisions of the Annual General Meeting of Basware Corporation - Seite 2

Amendment of the Articles of Association

In accordance with the proposal of the Board of Directors, the Annual General Meeting resolved to amend the Articles of Association of the company as follows:

Section 3 of the Articles of Association was amended to read as follows:

3. Book-entry securities system
The company's shares are included in the book-entry securities system.

Section 7 of the Articles of Association was amended to read as follows:

7. Auditor
The Company shall have one (1) auditor, which must be an auditing firm authorized by the Central Chamber of Commerce. The term of the auditor shall end and the term of the new auditor shall begin at the end of the General Meeting of Shareholders deciding on the election of the new auditor.

Section 11 of the Articles of Association was amended to read as follows:

11. Annual General Meeting of Shareholders
The Annual General Meeting of Shareholders shall be held annually on a date determined by the Board of Directors within six (6) months of the end of the Company's financial year.

The meeting shall
be presented with:
1. the annual accounts and the report of the Board of Directors;
2. the auditor's report;

decide on:
3. the adoption of the annual accounts;
4. the use of the profit shown on the balance sheet;
5. granting discharge from liability to the members of the Board of Directors and to the Chief Executive Officer;
6. the remuneration of the members of the Board of Directors and the auditor and their travel expense compensations;
7. the number of members of the Board of Directors;

elect:
8. the members of the Board of Directors;
9. the auditor;
deal with:
10. any other matters mentioned in the summons to the meeting;

Authorizing the Board of Directors to decide on the repurchase of the company's own shares

The Annual General Meeting decided to authorize the Board of Directors to decide on repurchase of company's own shares in accordance with the proposal of the Board of Directors. By virtue of the authorization, the Board of Directors is entitled to decide on repurchasing a maximum of 1,290,000 company's own 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 OMX 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 OMX Helsinki Ltd and Euroclear Finland Ltd. 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. 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 until 30 June 2014.