BASWARE CORP. STOCK EXCHANGE RELEASE FEBRUARY 8, 2007 NOTICE OF BASWARE ANNUAL GENERAL MEETING 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. Boards 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 Companys own shares conveyed either against payment or for free to the Companys 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 Companys 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 Groups incentive program and thus there are important financial grounds for it from the Companys 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 Groups 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. BasWares 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 Companys 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 Companys 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 IR@basware.com 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 THE TERMS OF BASWARE CORPORATION'S WARRANT PROGRAM 2007 I ISSUE OF WARRANTS 1 Number of Warrants The number of warrants issued shall be 200 000 and they entitle to subscribe, in total, 200 000 shares in BasWare Corporation (the "Company"). 2 Distribution of Warrants The warrants shall, by deviation from the shareholders' pre-emptive right to subscription, be issued to key personnel employed by the group for the present and not part-time to increase their commitment and work motivation. Part of the warrants shall be issued to the wholly owned subsidiary of BasWare Corporation to be issued later to persons employed by the Group or to persons who are recruited to the Group. A Group company of BasWare Corporation, determined by the Board of Directors, shall have the right to subscribe warrants, as far as the warrants are not issued to the aforementioned persons, in order to offer them, at a later stage, for subscription to key personnel within the framework of the Group's incentive program. The shareholders' pre-emptive right to subscription is being deviated from, since the warrants are intended to form a part of the Group's incentive program and, thus, from the Company's perspective, there are considerable financial grounds for it. 3 Subscription of Warrants The Company shall notify the persons, to whom warrants are offered, in writing, of the issue of warrants. The warrants are issued free of charge. The acceptance of the warrants shall take place according to the directions by the Board of Directors of the Company. The warrants shall be issued to persons belonging to the personnel and management of the Group as decided by the Board of Directors of the Company. The warrants issued to the subsidiary are intended to be forwarded at a later stage to persons employed or recruited by the group. The subsidiary shall not have the right to subscribe new shares by virtue of the warrants. 4 Warrants and the Book-Entry System BasWare Corporation shall issue a maximum of 200 000 warrants, whereof 100 000 shall be marked with the letter D and 100,000 with the letter E. The warrants shall be issued in the book-entry system. The Board of Directors shall decide upon the procedure and schedule of this. The warrants shall be registered in the book-entry account of the subscriber. II TERMS AND CONDITIONS OF THE SHARE SUBSCRIPTION 1 Right to Subscribe New Shares Each warrant entitles its holder to subscribe one (1) share in BasWare Corporation. The subscription price of the share will be recorded to EUR 0.30 in the share capital of Company and for the remainder in the fund for invested non- restricted equity. BasWares share capital can increase by a maximum of 200.000 new shares or EUR 60 000 based on the subscriptions. 2 Share Subscription and Payment The subscription period shall be as follows: - For warrant D: April 1, 2009 - March 31, 2010 - For warrant E: April 1, 2010 - March 31, 2011 The share subscription shall take place at the headquarters of BasWare Corporation and possibly in another location to be determined later by the Company. Payment of shares shall be effected on subscription. The Board of Directors shall decide upon the acceptance of the subscriptions. 3 Share Subscription Price The share subscription price shall be - For warrant D, the Company's volume-weighted average share price on the Helsinki Stock Exchange in January-March 2007 - For warrant E, the Company's volume-weighted average share price on the Helsinki Stock Exchange in January-March 2008 4 Registration of Shares Shares subscribed and fully paid for shall be registered in the book-entry account of the subscriber. The Company shall accept subscriptions in the regular meetings of the Board of Directors quarterly, and shall submit for registration the increases of share capital based on the subscriptions, and shall notify the new shares to be traded together with the Company's shares already traded publicly, without undue delay. However, the Board of Directors shall not have any obligation to accept a subscription made after the end of the financial period before the annual general meeting of shareholders. 5 Prohibition to Transfer and Obligation to Offer The warrants, for which the share subscription period in accordance with Section II.2 has not commenced, may not be transferred to a third party or pledged without consent of the Company. The consent of the Company is given by the Board of Directors. After the share subscription period has commenced, the warrants are freely transferable. The Company shall hold warrants on behalf of the warrant holders until the beginning of the share subscription period. The warrant holders shall have the right to acquire possession of the warrants when the relevant share subscription period begins. Should the warrant holder transfer his/her warrants, such person is obliged to inform the Company about the transfer immediately in writing. Should a subscriber cease to be employed by or in the service of or be a member of a Board of Directors in a company belonging to the BasWare Group for any other reason except retirement or death, then such person shall without delay offer to the Company free of charge those warrants for which the share subscription period had not begun at the last day of such person's employment, service or membership in the board of directors. The Board of Directors may, for special reasons, grant an exception to the said obligation. When this condition is effected in relation to the warrants, the Company shall have the right, in order to secure conduct according to this condition, to register with the book-entry system the transfer of the warrants to the Company or to a third party defined by the Company. 6 Shareholder Rights Shares shall entitle to a dividend for the financial year when the subscription takes place. Other shareholder rights shall commence when the increase of the share capital has been entered into the trade register. 7 Share Issues, Convertible Bonds, Bond Loans with Warrant, and Warrants Before Share Subscription Should the Company, before the share subscription, increase its share capital through an issue of new shares, or issue convertible bonds, bond loans with warrant, or warrants, a warrant holder shall have the same right as or an equal right to that of a shareholder. Equality is reached in the manner determined by the Board of Directors by adjusting the amount of shares available for subscription, the subscription price or both of these. Should the Company, before the share subscription, increase its share capital by way of a bonus issue, the subscription ratio shall be amended so that the ratio to the share capital of shares to be subscribed by virtue of warrants remains unchanged. If the number of shares that can be subscribed by virtue of one warrant should be a fraction, the fractional part shall be taken into account by reducing the subscription price. 8 Rights in Certain Cases If the Company decreases its share capital before the share subscription, the subscription right accorded by the terms of the warrant shall be adjusted accordingly as specified in the resolution to decrease the share capital. If the decrease of the share capital is not deemed to have financial effects on the warrant holder, the decrease shall not affect the terms of the share subscription. The placement of the Company in liquidation does not affect the terms of the share subscription. If the Company resolves to merge in another company as the company being acquired or in a company to be formed in a combination merger or if the Company resolves to be divided, the warrant holder shall, before the merger or division, be given the right to subscribe shares within the period of time determined by the Board of Directors. After such date, no subscription right shall exist. In the aforementioned situations, the warrant holder is not entitled to demand that the Company redeem the warrants for current value. If the Company resolves to merge in another company as the company acquiring the other company the terms and conditions of the subscription remain unchanged. If the Company resolves to acquire its own shares, the position of the warrant holder remains unchanged. If a redemption right and obligation to all of the Company's shares, as referred to in Chapter 18 of the Finnish Companies Act, arises to any of the shareholders, before the end of the share subscription period, on the basis that a shareholder possesses over 90 percent of the shares and the votes of the shares of the Company, or if a situation, as referred to in Chapter 6 Section 10 of the Finnish Securities Market Act, arises to any of the shareholders, the warrant owners shall be entitled to use their right of subscription by virtue of the warrant, within a period of time determined by the Board of Directors, or they shall be entitled to have an equal right to that of shareholders to sell their warrants to the redeemer, irrespective of the transfer restriction defined in Section I.5 above. A shareholder who possesses over 90 percent of the shares and votes of the shares of the Company has the right to purchase the warrant owner's warrants at their market value. Converting the Company from a public company to a private company shall not affect the terms and conditions of the warrants. If the book-value equivalent of the share is changed while the share capital remains unchanged, the subscription terms shall be amended so that the total book value equivalent of the shares available for subscription and the total subscription price remain the same. 9 Dispute Resolution Disputes arising in relation to these warrants shall be settled by arbitration in accordance with the Arbitration Rules of the Central Chamber of Commerce by use of one arbitrator. 10 Other Matters Other matters related to the subscription of the warrants and shares are decided upon by the Board of Directors of the Company. Distribution: Helsinki Stock Exchange Principal media