BASWARE CORP. STOCK EXCHANGE RELEASE FEBRUARY 8, 2007 BasWare Corporation's shareholders are summoned to the Annual General Meeting to be held on Monday, February 26, 2007 starting at 13:30. The Annual General Meeting will take place at Kansallissali; address Aleksanterinkatu 44, Helsinki, Finland. The registration of shareholders starts at 12:30. The following matters will be on the agenda of the Annual General Meeting: 1. The matters to be handled at the Annual General Meeting pursuant to Article 13 of the Articles of Association 1. Presentation of the Financial Statements of the parent company as well as of the consolidated Financial Statements 2. Presentation of the Auditor's Report 3. Approval of the Income Statements and Balance Sheets 4. Resolution on any measures occasioned by the profit or loss shown in the approved balance sheet or consolidated balance sheet 5. Resolution on discharging the members of the Board of Directors and the Chief Executive Officer from liability 6. Resolution on the remuneration payable to the members of the Board of Directors and the auditors 7. Resolution on the number of members of the Board of Directors 8. Election of the members of the Board of Directors 9. Election of the regular Auditors and deputy auditors The Board's propositions to the matters to be handled at the Annual General Meeting pursuant to Article 13 of the Articles of Association Distribution of dividend The Board proposes to the Annual General Meeting that a dividend for 2006 of EUR 0.15 per share would be paid to the shareholders from the Group's distributable funds, totaling EUR 1 720 218.60 with the current amount of shares and that the remainder is carried forward to the retained earnings account. The dividend will be paid to those shareholders that on the record date of March 1, 2007 are registered in the Register of Shareholders held by the Finnish Central Securities Depository Ltd. The dividend will be paid on March 8, 2007. Composition of the Board of Directors and remuneration The Board of Directors proposes to the Annual General Meeting that six members would be elected to the Board and the current members Asko Ahonen, Tom Bangemann, Kirsi Eräkangas, Ossi Pohjola, Antti Pöllänen and Hannu Vaajoensuu would continue in the Board of Directors. According to the Articles of Association, the term of office for all the members of the Board of Directors ends at the closing of the first Annual General Meeting following the election. The Board proposes to the Annual General Meeting that the remuneration of the members of the Board of Directors would be the following: - members EUR 22 000 per year; - Deputy Chairman EUR 26 000 per year and - Chairman EUR 44 000 per year The remuneration is not paid to those members of the Board who hold a fulltime position at BasWare. Additionally, all members of the Board are to be paid a meeting fee of EUR 275 per meeting. Annual remuneration will be paid in the following manner: those members of the Board whose share ownership of BasWare Corp. is less than 5 000 shares, will be acquired BasWare shares, publicly traded at Helsinki Stock Exchange, for the amount of 40 percent of the gross sum of the annual remuneration. The shares will be acquired as soon as possible after the closing of the Annual General Meeting. Election and compensation of the auditor The Board proposes to the Annual General Meeting that the current auditor, Deloitte & Touche Oy, Authorized Public Accountants, with APA Mikael Paul in charge would be elected as regular Auditor, and APA Teppo Rantanen as the deputy auditor. The Board's proposal is that the compensation for auditing would be paid according to the proposed reasonable fee. Board's proposals to the Annual General Meeting 1 Proposal to authorize the Board to resolve on share issue The Board proposes to the Annual General Meeting that it would be authorized to resolve on the issuance of a maximum of 2 293 624 shares and on the conveying of a maximum of 1 146 812 shares in possession of the Company in one or more installments, either against pay or free of charge. The new shares would be issued and the Company's own shares conveyed either against payment or for free to the Company's shareholders in proportion to their holding or by means of a directed issue, deviating from the pre-emptive rights of the shareholders provided that from the Company's perspective there are important financial grounds for it, such as enabling business arrangements and company acquisitions, company's capital management, personnel incentive program or other reasons for developing the Company's business activities. The authorization would also include the right to grant warrants and other special rights, as specified in the Chapter 10, section 1 of the Companies Act, to receive new shares in the company or BasWare shares held by the company against payment such that either the share subscription price will be paid in cash or the subscriber's receivables will be offset against the subscription price. The authorization would also include the right to resolve on a free issue to the Company itself. The amount of the shares issued to the Company can be a maximum of 1 146 812 shares, including shares acquired based on the authorization or the previously acquired own shares of the Company. The subscription prices of new shares and the sum paid for the own shares would be recorded in the fund for invested non-restricted equity. The authorization would be valid until March 31, 2008. 2 Proposal on the authorization of the Board to resolve on acquiring the Company's own shares The Board proposes to the Annual General Meeting that the Board would be authorized to resolve on the acquisition of a maximum of 1 146 812 own shares, pursuant to the Chapter 15, section 5 of the Companies Act. The new shares are acquired with invested non-restricted equity on the market price at the Helsinki Stock Exchange at the time of the acquisition. The shares can either be held by the Company, nullified or conveyed further. The authorization for acquisition is valid until March 31, 2008. 3 Proposal for granting warrants to the key personnel of BasWare Group and to a subsidiary wholly owned by BasWare Corporation The Board proposes that the Annual General Meeting were to resolve to issue warrants to the key personnel of BasWare Group and to a subsidiary wholly owned by BasWare Corp., according to the attached terms and conditions. The shareholders' pre-emptive rights for share subscription will be deviated from to grant warrants to the key personnel of BasWare Group, identified by the Board of Directors and employed for the time being and not part time, to increase their commitment and motivation. Part of the warrants will be granted to a subsidiary wholly owned by BasWare Corp. to be granted further to employees of the Group or to persons recruited to the Company. The shareholders' pre-emptive rights will be deviated from because the warrants are meant to be a part of the Group's incentive program and thus there are important financial grounds for it from the Company's perspective. The warrants will be granted free of charge. The Board of Directors shall decide upon the procedure and schedule of the approval of warrants. The warrants will be granted to the Group's personnel and management according to the resolution of the Board. BasWare Corp. grants a maximum of 200 000 warrants of which 100 000 are marked with letter D and 100 000 with letter E. The warrants will be issued in the book-entry system. Each warrant entitles to a subscription of one (1) BasWare share. The subscription price of the share will be recorded to EUR 0.30 in the share capital of the Company and for the remainder in the fund for invested non-restricted equity. BasWare's share capital can increase by a maximum of 200 000 new shares or EUR 60 000 based on the subscriptions. The subscription period is - warrant D April 1, 2009 - March 31, 2010, - warrant E April 1, 2010 - March 31, 2011 The subscription prices correspond to - for warrant D, the volume-weighted average share price of the Company in January-March of 2007 - for warrant E, the volume-weighted average share price of the Company in January-March of 2008 The portion of shares subscribed based on the now issued warrants totals a maximum of 1.71% of the Company's shares and votes after the possible increase in share capital. 4 Proposal for authorizing the Board to resolve on an extraordinary dividend distribution The Board proposes to the Annual General Meeting that the Board would be authorized to resolve on a dividend distribution pursuant to the Chapter 13, section 6 of the Companies Act, totaling a maximum of EUR 1 000 000, distributed from the Company's distributable funds. The authorization would be in effect until the start of the following Annual General Meeting. Meeting documents Copies of the documents regarding Financial Statements and the Board's proposals including enclosures can be found as of February 19, 2007 at the Company headquarters at Linnoitustie 2, Cello building, 02600 Espoo, Finland. Copies of the documents will be sent to shareholders upon request and they are also available at the Annual General Meeting. Financial Statements will be published as part of BasWare's Annual Report at www.basware.com/annualreport not later than February 22, 2007. Right to participate and make initiatives In order to attend in the Annual General Meeting, the shareholder must register in BasWare Corporation's Register of Shareholders held by Finnish Central Securities Depository Ltd no later than February 16, 2007. Each share entitles to one vote at the Annual General Meeting. The shareholders have the right to have a matter of their interest handled at the Annual General Meeting if the shareholder demands for that by letter to the Board no later than February 16, 2007. Prior notice of attendance Shareholders wishing to participate in the Annual General Meeting must give a prior notice to the Company by 16.00 on Wednesday, February 16, 2007 at the latest: - by letter to BasWare Corporation, P.O. Box 97, 02601 Espoo, Finland - by phone to +358 9 8791 7316 / Hanne Grönlund - by fax to +358 9 8791 7297 or - by email to [email protected] The written notice (letter, fax, email) should arrive at the Company before the above mentioned deadline. Possible proxies are requested to be delivered with the prior notices. In Espoo, February 7, 2007 BASWARE CORP. Board of Directors For more information, please contact: Chairman of the Board Hannu Vaajoensuu, BasWare Corp., tel. +358 9 8791 7250 or +358 40 501 8250 BASWARE CORP. Hannu Vaajoensuu Distribution: Helsinki Stock Exchange Principal media