Sapphire BidCo Ltd commences the voluntary recommended public cash tender offer for all the shares in Basware Corporation on 26 April 2022

Basware Corporation, stock exchange release, 25 April 2022 at 5.00 p.m. EEST

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.

As announced on 14 April 2022, Basware Corporation ("Basware" or the "Company") has entered into a combination agreement with Sapphire BidCo Ltd ("Sapphire" or the "Offeror") regarding a voluntary recommended public cash tender offer (the "Tender Offer") for all the issued and outstanding shares (the "Shares" or, individually, a "Share") in Basware that are not held by Basware or its subsidiaries. Following the completion of the Tender Offer, Basware will be indirectly wholly-owned by a consortium of investors comprising Accel-KKR Capital Partners VI, LP ("Accel-KKR"), Long Path Holdings 1, LP (a vehicle controlled by funds managed or advised by Long Path Partners, LP, and/or its affiliates, together "Long Path"), and Briarwood Capital Partners LP (a vehicle controlled by Briarwood Chase Management LLC, and/or its affiliates, together "Briarwood") (each a "Consortium Member" and together, the "Consortium") through Sapphire, a newly-formed private limited liability company established for the purposes of the Tender Offer and incorporated and existing under the laws of Finland.

The Finnish Financial Supervisory Authority has today approved the Finnish language version of the tender offer document relating to the Tender Offer (the "Tender Offer Document"). The offer period for the Tender Offer will commence on 26 April 2022, at 9:30 a.m. (Finnish time) and expire on 7 June 2022, at 4:00 p.m. (Finnish time), unless the offer period is extended or any extended offer period is discontinued as described in the terms and conditions of the Tender Offer (the "Offer Period"). The Tender Offer is currently expected to be completed during July 2022.

The Finnish language version of the Tender Offer Document will be available on the internet at https://investors.basware.com/fi/ostotarjous and at www.danskebank.fi/basware as of 26 April 2022. The English language translation of the Tender Offer Document will be available on the internet at https://investors.basware.com/en/tender-offer and at www.danskebank.fi/basware-en as of 26 April 2022.

The Tender Offer was announced by the Offeror on 14 April 2022 with an offer price of EUR 40.10 in cash for each Share validly tendered in the Tender Offer (the "Share Offer Price"), subject to any adjustments as set out below. The Tender Offer is also made for the warrants issued by the Company based upon a decision by the Board of Directors of the Company on 19 March 2019, by virtue of the authorization by the General Meeting of Shareholders of the Company on 15 March 2018 (the "Warrants"). The offer price for each Warrant validly tendered in the Tender Offer is EUR 10,338.3222 in cash (the "Warrant Offer Price"), subject to any adjustments as set out below.

The Share Offer Price has been determined based on 14,455,993 Shares and 1,000 Warrants. In the event that the number of Shares increases (with the exception of the exercise of Warrants by Briarwood, as mentioned below) or Basware issues special rights entitling to Shares in accordance with Chapter 10 of the Finnish Companies Act prior to the completion date of the Tender Offer, the Offeror will have the right to adjust the Share Offer Price accordingly on a euro-for-euro basis. If a decision is made at a general meeting of shareholders of Basware or by the Board of Directors of Basware prior to the completion date of the Tender Offer to distribute dividends or other assets in accordance with Chapter 13, Section 1 of the Finnish Companies Act to which a holder of Shares who has accepted the Tender Offer is entitled, an amount equal to the dividend or distribution per Share will be deducted from the Share Offer Price on a euro-for-euro basis.

The Share Offer Price represents a premium of approximately:

• 94.7 per cent compared to EUR 20.60, i.e. the closing price of the Share on Nasdaq Helsinki Ltd ("Nasdaq Helsinki") on 13 April 2022, the last trading day immediately preceding the announcement of the Tender Offer;

• 72.9 per cent compared to EUR 23.20, i.e. the three-month volume-weighted average trading price of the Share on Nasdaq Helsinki immediately preceding the announcement of the Tender Offer; and

• 26.5 per cent compared to EUR 31.69, i.e. the twelve-month volume-weighted average trading price of the Share on Nasdaq Helsinki immediately preceding the announcement of the Tender Offer.

The Board of Directors of Basware has unanimously decided to recommend that the shareholders and warrant holders of Basware accept the Tender Offer. To support its assessment of the Tender Offer, the Board of Directors of Basware has received an opinion from Basware's financial adviser Goldman Sachs International that, as of the date of the written fairness opinion and based upon and subject to the factors and assumptions set forth therein, the EUR 40.10 in cash per Share to be paid to the holders (other than the Consortium and their affiliates) of Shares pursuant to the Combination Agreement is fair from a financial point of view to the holders (other than the Consortium and their affiliates) of Shares.

Certain major shareholders and founders of Basware, i.e. Ilkka Sihvo, Hannu Vaajoensuu, Kirsi Eräkangas, Sakari Perttunen, and Antti Pöllänen and their certain family members, together representing, on a fully diluted basis, approximately 18.45 per cent of all the shares and votes in Basware, have irrevocably undertaken to accept the Tender Offer subject to certain customary conditions. In addition, Lannebo Fonder AB, Fjärde AP-fonden and Ilmarinen Mutual Pension Insurance Company, together representing, on a fully diluted basis, approximately 14.76 per cent of all the shares and votes in Basware, have irrevocably undertaken to accept the Tender Offer subject to certain customary conditions. Long Path and Briarwood have irrevocably undertaken to exchange Shares held by them for securities in the Offeror's affiliated entity, Topaz MidCo Ltd ("Topaz"), upon the completion of the Tender Offer having been confirmed. In addition, Briarwood has irrevocably undertaken to either exercise the Warrants upon the completion of the Tender Offer having been confirmed and to then exchange Shares so subscribed for securities in Topaz in connection with the Tender Offer, or to exchange the Warrants for securities in Topaz. Briarwood and Long Path together represent, on a fully diluted basis, approximately 23.06 per cent of all the shares and votes in Basware.

The irrevocable undertakings described above represent, on a fully diluted basis, approximately 56.27 per cent of all the shares and votes in Basware.

The completion of the Tender Offer is subject to the satisfaction or waiver by the Offeror of certain customary conditions on or prior to the Offeror's announcement of the final results of the Tender Offer including, among others, that approvals by the competition authorities and other regulatory authorities have been received and the Offeror having gained control of more than 90 per cent of the Shares and votes in Basware on a fully diluted basis.

Most Finnish account operators will send a notice regarding the Tender Offer and related instructions and an acceptance form to their customers who are registered as shareholders in the shareholders' register of Basware maintained by Euroclear Finland Oy, as well as to holders of Warrants registered as holders of Warrants in the register maintained by Euroclear Finland Oy. Securityholders of Basware who do not receive such instructions or an acceptance form from their account operator or asset manager can contact Danske Bank A/S, Finland Branch ("Danske Bank") by sending an e-mail to [e-mail], where such securityholders of Basware can receive all necessary information and submit their acceptance of the Tender Offer, or, if such shareholders are U.S. residents or located within the United States, they may contact their brokers for the necessary information.

Those securityholders of Basware whose securities are nominee-registered and who wish to accept the Tender Offer, must submit their acceptance in accordance with the instructions given by the custodial nominee account holders. The Offeror will not send an acceptance form or any other documents related to the Tender Offer to these securityholders of Basware.

A securityholder of Basware who wishes to accept the Tender Offer must submit the properly completed and duly executed acceptance form to the account operator that manages the securityholder's book-entry account in accordance with the instructions and within the time period set by the account operator, which may be prior to the expiry of the Offer Period. The Offeror reserves the right to reject any acceptances that have been submitted erroneously or deficiently.

The Offeror will announce the preliminary result of the Tender Offer on or about the first (1st) Finnish banking day following the expiration of the Offer Period (including any extended or discontinued extended Offer Period). In connection with the announcement of the preliminary result, it will be announced whether the Tender Offer will be completed subject to the conditions to completion being fulfilled or waived on the date of the final result announcement and whether the Offer Period will be extended. The final result of the Tender Offer will be announced on or about the third (3rd) Finnish banking day following the expiration of the Offer Period (including any extended or discontinued extended Offer Period). In connection with the announcement of the final result, the percentage of the securities in respect of which the Tender Offer has been validly accepted and not validly withdrawn will be confirmed.

The Offeror also reserves the right to extend the Offer Period in connection with the announcement of the final result of the Tender Offer (such extended Offer Period, the "Subsequent Offer Period"). The Offeror will announce the initial percentage of the securities validly tendered during the Subsequent Offer Period on or about the first (1st) Finnish banking day following the expiry of the Subsequent Offer Period and the final percentage on or about the third (3rd) Finnish banking day following the expiry of the Subsequent Offer Period.

The Offeror reserves the right to buy securities during the Offer Period (including any extension thereof) and any Subsequent Offer Period in public trading on Nasdaq Helsinki or otherwise.

The terms and conditions of the Tender Offer are enclosed in their entirety to this stock exchange release (Appendix 1).

The Offeror has appointed Lazard & Co, Limited as financial adviser, Danske Bank A/S, Finland Branch as financial adviser and arranger, Hannes Snellman Attorneys Ltd and Kirkland & Ellis International LLP as legal advisers and Hill+Knowlton Strategies as communications adviser in connection with the Tender Offer. Basware has appointed Goldman Sachs International as financial adviser and Roschier, Attorneys Ltd. as legal adviser in connection with the Tender Offer.

Media and investor enquiries:

Basware Corporation:

Katariina Kataja
Investor Relations Manager
Basware Corporation
Tel. [phone]
[e-mail]

The Consortium:

Michael Jääskeläinen
tel. [phone]
[e-mail]

About the Consortium

Accel-KKR is affiliated with AKKR Fund II Management Company, LP, a registered investment adviser under the regulatory oversight of the United States Securities and Exchange Commission ("SEC"). The company was founded in 2000 and today comprises a team of over 80 investment, operational and consulting professionals. The company specialises in partnering with mid-sized software and tech-enabled services companies and working with founders to increase underlying business value over the long-term. Since its inception, the company has acquired or invested in over 300 businesses across the globe. AKKR Fund II Management Company, LP has over USD 13 billion in cumulative capital commitments raised across its buyout, growth capital, and credit funds with capital commitments with a diverse group of investors, including hospitals and foundations, government pensions, university endowments, corporate pensions and insurance, and fund of funds.

Long Path is a registered investment adviser under the regulatory oversight of the SEC. Long Path was founded in 2018 and it has approximately USD 700 million assets under management (AUM). The company invests in a limited number of high quality, predictable businesses operating primarily in the enterprise software and business & information service markets. Long Path's patient and flexible capital base allows for partnering with management teams to execute long-duration investments in both the public and private markets on a global basis. The client base of the company includes endowments and foundations, single- and multi-family offices, Outsourced Chief Investment Officers (OCIO's) and high net worth individuals. Long Path has been a shareholder of Basware since 2019 and it currently holds approximately 13.02 per cent of all the shares and votes (and 12.17 per cent of all the shares and votes on a fully diluted basis) in Basware.

Briarwood is a registered investment adviser based in New York, United States and under the regulatory oversight of the SEC. The company employs a research-driven, value-oriented investment style focused on international equities. Briarwood is a long-term oriented owner, which seeks to form partnerships with management teams for an extended duration and to work collaboratively on areas where Briarwood can bring expertise such as capital markets. Briarwood's client base mirrors the firm's long-term investment style and consists of capital from global family offices, endowments, and foundations. Briarwood has been a shareholder of Basware since 2019 and currently holds approximately 4.71 per cent of all the shares and votes in Basware. In addition, Briarwood holds 1,000 warrants entitling it to subscribe for a total maximum number of 1,003,000 new shares in Basware, which it has irrevocably undertaken to exercise upon the completion of the Tender Offer having been confirmed and to then exchange Shares so subscribed for securities in Topaz, or to exchange the Warrants for securities in Topaz.

About Basware

Basware is a public limited liability company incorporated under the laws of Finland with its shares admitted to trading on the official list of Nasdaq Helsinki. Basware is a leading provider of cloud-based, software-as-a-service (SaaS) business solutions. The Company creates and delivers cloud-based Networked Procure-to-Pay solutions to help customers simplify operations and spend smarter by automating their procurement and finance processes. Basware serves globally operating enterprises and their suppliers across all industries and has over 6,500 customers in approximately 60 countries worldwide. Basware is a supplier of Networked Procure-to-Pay solutions and electronic invoicing services for both suppliers and buyers with an extensive global electronic invoicing network with users in over 180 countries. The Company's technology enables the capture of all financial data across procurement, finance, accounts payable and accounts receivable functions. In addition, Basware's offering comprises services related to electronic procurement, accounts payable automation, analytics as well as professional services.

IMPORTANT INFORMATION

THIS RELEASE MAY NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.

THIS RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT CONSTITUTE AN OFFER OR INVITATION TO MAKE A SALES OFFER. IN PARTICULAR, THIS RELEASE IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES DESCRIBED HEREIN, AND IS NOT AN EXTENSION OF THE TENDER OFFER, IN, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA. INVESTORS SHALL ACCEPT THE TENDER OFFER FOR THE SHARES ONLY ON THE BASIS OF THE INFORMATION PROVIDED IN A TENDER OFFER DOCUMENT. THE TENDER OFFER IS NOT BEING MADE, AND THE SHARES WILL NOT BE ACCEPTED FOR PURCHASE FROM OR ON BEHALF OF PERSONS, DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE EITHER AN OFFER OR ACCEPTANCE THEREOF IS PROHIBITED BY APPLICABLE LAW OR WHERE ANY TENDER OFFER DOCUMENT OR REGISTRATION OR OTHER REQUIREMENTS WOULD APPLY IN ADDITION TO THOSE UNDERTAKEN IN FINLAND.

THE TENDER OFFER IS NOT BEING MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW AND, WHEN PUBLISHED, THE TENDER OFFER DOCUMENT AND RELATED ACCEPTANCE FORMS WILL NOT AND MAY NOT BE DISTRIBUTED, FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAWS OR REGULATIONS. IN PARTICULAR, THE TENDER OFFER IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, IN OR INTO, BY USE OF THE POSTAL SERVICE OF, OR BY ANY MEANS OR INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION, E-MAIL, FACSIMILE TRANSMISSION, TELEX, TELEPHONE OR ELECTRONIC TRANSMISSION BY WAY OF THE INTERNET OR OTHERWISE) OF INTERSTATE OR FOREIGN COMMERCE OF, OR THROUGH ANY FACILITIES OF A NATIONAL SECURITIES EXCHANGE OF, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA. THE TENDER OFFER CANNOT BE ACCEPTED, DIRECTLY OR INDIRECTLY, BY ANY SUCH USE, MEANS OR INSTRUMENTALITY OR FROM WITHIN, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA AND ANY PURPORTED ACCEPTANCE OF THE TENDER OFFER RESULTING DIRECTLY OR INDIRECTLY FROM A VIOLATION OF THESE RESTRICTIONS WILL BE INVALID.

THIS STOCK EXCHANGE RELEASE HAS BEEN PREPARED IN COMPLIANCE WITH FINNISH LAW, THE RULES OF NASDAQ HELSINKI AND THE HELSINKI TAKEOVER CODE AND THE INFORMATION DISCLOSED MAY NOT BE THE SAME AS THAT WHICH WOULD HAVE BEEN DISCLOSED IF THIS ANNOUNCEMENT HAD BEEN PREPARED IN ACCORDANCE WITH THE LAWS OF JURISDICTIONS OUTSIDE OF FINLAND.

Information for shareholders of Basware in the United States

Shareholders of Basware in the United States are advised that the Shares are not listed on a U.S. securities exchange and that Basware is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the "SEC") thereunder.

The Tender Offer will be made for the issued and outstanding shares of Basware, which is domiciled in Finland, and is subject to Finnish disclosure and procedural requirements. The Tender Offer is made in the United States pursuant to Section 14(e) and Regulation 14E under the Exchange Act, subject to exemptions provided by Rule 14d-1(d) under the Exchange Act for a "Tier II" tender offer, and otherwise in accordance with the disclosure and procedural requirements of Finnish law, including with respect to the Tender Offer timetable, settlement procedures, withdrawal, waiver of conditions and timing of payments, which are different from those of the United States. In particular, the financial information included in this announcement has been prepared in accordance with applicable accounting standards in Finland, which may not be comparable to the financial statements or financial information of U.S. companies. The Tender Offer is made to the Company's shareholders resident in the United States on the same terms and conditions as those made to all other shareholders of the Company to whom an offer is made.

To the extent permissible under applicable law or regulations, the Offeror and its affiliates or its brokers and its brokers' affiliates (acting as agents for the Offeror or its affiliates, as applicable) may from time to time after the date of this stock exchange release and during the pendency of the Tender Offer, and other than pursuant to the Tender Offer, directly or indirectly, purchase or arrange to purchase the Shares or any securities that are convertible into, exchangeable for or exercisable for the Shares. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. To the extent information about such purchases or arrangements to purchase is made public in Finland, such information will be disclosed by means of a press release or other means reasonably calculated to inform U.S. shareholders of such information. No purchases will be made outside the Tender Offer in the United States by or on behalf of the Offeror. In addition, the financial advisers to the Offeror may also engage in ordinary course trading activities in securities of the Company, which may include purchases or arrangements to purchase such securities. To the extent required in Finland, any information about such purchases will be made public in Finland in the manner required by Finnish law.

Neither the SEC nor any U.S. state securities commission has approved or disapproved the Tender Offer, passed upon the merits or fairness of the Tender Offer, or passed any comment upon the adequacy, accuracy or completeness of the disclosure in this stock exchange release. Any representation to the contrary is a criminal offence in the United States.

The receipt of cash pursuant to the Tender Offer by a U.S. holder of Shares may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each holder of Shares is urged to consult its independent professional adviser immediately regarding the tax consequences of accepting the Tender Offer.

It may be difficult for the Company's shareholders to enforce their rights and any claims they may have arising under the U.S. federal securities laws, since the Company is located in a non-U.S. jurisdiction, and some or all of its officers and directors may be residents of non-U.S. jurisdictions. The Company's shareholders may not be able to sue the Company or its officers or directors in a non-U.S. court for violations of the U.S. federal securities laws. It may be difficult to compel the Company and its affiliates to subject themselves to a U.S. court's judgment.

Forward-looking statements

This stock exchange release contains statements that, to the extent they are not historical facts, constitute "forward-looking statements". Forward-looking statements include statements concerning plans, expectations, projections, objectives, targets, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, competitive strengths and weaknesses, plans or goals relating to financial position, future operations and development, business strategy and the trends in the industries and the political and legal environment and other information that is not historical information. In some instances, they can be identified by the use of forward-looking terminology, including the terms believes", "intends", "may", "will" or "should" or, in each case, their negative or variations on comparable terminology. By their very nature, forward-looking statements involve inherent risks, uncertainties and assumptions, both general and specific, and risks exist that the predictions, forecasts, projections and other forward-looking statements will not be achieved. Given these risks, uncertainties and assumptions, investors are cautioned not to place undue reliance on such forward-looking statements. Any forward-looking statements contained herein speak only as at the date of this stock exchange release.

Disclaimers

Lazard & Co., Limited ("Lazard"), which is authorized and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial advisor to the Offeror and no one else in relation to the Tender Offer or the matters referred to in this announcement and will not be responsible to anyone other than the Offeror for providing the protections afforded to clients of Lazard nor for providing advice in relation to the Tender Offer or any other matters referred to in this announcement. Neither Lazard nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard in connection with this announcement, any statement contained herein or otherwise.

Danske Bank A/S, Finland Branch is acting exclusively for the Offeror and no one else in relation to the Tender Offer or the matters referred to in this document, will not regard any other person than the Offeror as its client in relation to the Tender Offer and will not be responsible to anyone other than the Offeror for providing the protections afforded to its clients nor for providing advice in relation to the Tender Offer or any other transaction or arrangement referred to in this document.

Goldman Sachs International, which is authorized by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Basware and no one else in connection with the Tender Offer and the matters set out in this announcement. Neither Goldman Sachs International nor its affiliates, nor their respective partners, directors, officers, employees or agents are responsible to anyone other than Basware for providing the protections afforded to clients of Goldman Sachs International, or for giving advice in connection with the Tender Offer or any matter or arrangement referred to in this announcement.

Appendix 1: Terms and conditions of the Tender Offer

TERMS AND CONDITIONS OF THE TENDER OFFER

Object of the Tender Offer

Sapphire BidCo Ltd (the "Offeror"), a private limited company incorporated under the laws of Finland, offers to acquire all of the issued and outstanding shares and shares to be issued in Basware Corporation (the "Company" or "Basware") (the "Shares" or individually a "Share") that are not held by Basware or its subsidiaries, and all of the warrants issued by the Company based upon a decision by the Board of Directors of the Company on 19 March 2019, by virtue of the authorisation by the General Meeting of Shareholders of the Company on 15 March 2018 (the "Warrants", and together with the Shares, the "Securities") which have not been exercised during the Offer Period (as defined below), through a voluntary public cash tender offer in accordance with Chapter 11 of the Finnish Securities Markets Act (746/2012, as amended, the "Finnish Securities Markets Act") and subject to the terms and conditions set forth herein (the "Tender Offer"). The Offeror is indirectly wholly-owned by Accel-KKR Capital Partners VI, LP ("Accel-KKR"), Long Path Holdings 1, LP (a vehicle controlled by funds managed or advised by Long Path Partners, LP, and/or its affiliates, together "Long Path"), and Briarwood Capital Partners LP (a vehicle controlled by Briarwood Chase Management LLC, and/or its affiliates, together "Briarwood").

Accel-KKR, Long Path and Briarwood form a consortium (each a "Consortium Member" and together the "Consortium") for the purposes of the Tender Offer.

The Offeror and the Company have on 14 April 2022 entered into a combination agreement (the "Combination Agreement") pursuant to which the Tender Offer has been made by the Offeror.

Offer Price

The Tender Offer was announced by the Offeror on 14 April 2022 (the "Announcement"). The price offered for each Share validly tendered in accordance with the terms and conditions of the Tender Offer is EUR 40.10 in cash (the "Share Offer Price"). The price offered for each Warrant validly tendered in accordance with the terms and conditions of the Tender Offer is EUR 10,338.3222 in cash (the "Warrant Offer Price"). The Share Offer Price and the Warrant Offer Price are collectively referred to as the "Offer Price". The Warrants are held by Briarwood which has undertaken to exercise the Warrants upon the completion of the Tender Offer having been confirmed and to then exchange Shares so subscribed for securities in Topaz, or to exchange the Warrants for securities in Topaz.

The Offer Price has been determined based on 14,455,993 Shares and 1,000 Warrants as at the date of this tender offer document (the "Tender Offer Document"). In the event that the number of Shares increases (with the exception of as a result of the exercise of Warrants) or Basware issues special rights entitling to Shares in accordance with Chapter 10 of the Finnish Companies Act (624/2006, as amended, the "Finnish Companies Act") prior to the Completion Date (as defined below), the Offeror will have the right to adjust the Offer Price accordingly on a euro-for-euro basis.

If a decision is made at a general meeting of shareholders of Basware or by the Board of Directors of Basware prior to the Completion Date to distribute dividends or other assets in accordance with Chapter 13, Section 1 of the Finnish Companies Act to which a holder of Shares who has accepted the Tender Offer is entitled, an amount equal to the dividend or distribution per Share will be deducted from the Offer Price on a euro-for-euro basis.

Any adjustment to or deduction from the Offer Price pursuant to the above-mentioned paragraph will be announced by way of a stock exchange release. If the Offer Price is adjusted or if any deduction is made from the Offer Price, the Offer Period (as defined below) will continue for at least ten (10) Finnish banking days following such announcement.

Offer Period

The offer period of the Tender Offer will commence at 9:30 a.m. (Finnish time) on 26 April 2022 and expire at 4:00 p.m. (Finnish time) on 7 June 2022, unless the offer period is extended or any extended offer period is discontinued as described below (the "Offer Period"). The acceptance of the Tender Offer must be received by the recipient, as described below under "-- Acceptance Procedure for the Tender Offer", before the expiration of the Offer Period.

The Offeror may extend the Offer Period (i) at any time until the Conditions to Completion (as defined below) have been fulfilled or waived and/or (ii) with a Subsequent Offer Period (as defined below) in connection with the announcement of the final result of the Tender Offer whereby the Offeror also declares the Tender Offer unconditional, as set forth below. The Offeror will announce a possible extension of the Offer Period, including the duration of the extended Offer Period, which shall be at least two (2) weeks, by a stock exchange release on the first (1st) Finnish banking day following the expiration of the original Offer Period, at the latest. Furthermore, the Offeror will announce any possible further extension of an already extended Offer Period or an extension of a discontinued extended Offer Period on the first (1st) Finnish banking day following the expiration of an already extended Offer Period or a discontinued extended Offer Period, at the latest.

According to Chapter 11, Section 12 of the Finnish Securities Markets Act, the duration of the Offer Period in its entirety may be ten (10) weeks at the maximum. If, however, the Conditions to Completion have not been fulfilled due to a particular obstacle as referred to in the regulations and guidelines (9/2013) of the Finnish Financial Supervisory Authority (the "FIN-FSA") on Takeover Bids and Mandatory Bids, as may be amended or re-enacted from time to time (the "FIN-FSA Regulations and Guidelines"), such as, for example, pending approval by a competition authority, the Offeror may extend the duration of the Offer Period beyond ten (10) weeks until such obstacle has been removed and the Offeror has had reasonable time to consider the situation in question, provided that the business operations of the Company are not hindered for longer than is reasonable, as referred to in Chapter 11, Section 12, Subsection 2 of the Finnish Securities Markets Act. In this case, the Offeror will announce a new expiration date no less than two (2) weeks prior to the date of expiration of any extended Offer Period. Furthermore, any Subsequent Offer Period (as defined below) may extend beyond ten (10) weeks.

The Offeror may discontinue any extended Offer Period. The Offeror will announce its decision on the discontinuation of any extended Offer Period as soon as possible after such a decision has been made and, in any case, no less than two (2) weeks prior to the expiration of the discontinued extended Offer Period. If the Offeror discontinues an extended Offer Period, the Offer Period will expire at an earlier time on a date announced by the Offeror.

The Offeror also reserves the right to extend the Offer Period in connection with the announcement of the final result of the Tender Offer as set forth in "-- Announcement of the Result of the Tender Offer" below (such extended Offer Period, the "Subsequent Offer Period"). In the event of such Subsequent Offer Period, the Subsequent Offer Period will expire on the date and at the time determined by the Offeror in the final result announcement. The expiration of a Subsequent Offer Period will be announced at least two (2) weeks before the expiration of such Subsequent Offer Period.

Conditions to Completion of the Tender Offer

A condition to the completion of the Tender Offer is that the requirements set forth below for the completion of the Tender Offer (the "Conditions to Completion") are fulfilled on or by the date of the Offeror's announcement of the final result of the Tender Offer in accordance with Chapter 11, Section 18 of the Finnish Securities Markets Act, or, to the extent permitted by applicable law, their fulfilment is waived by the Offeror:

1. the Tender Offer has been validly accepted with respect to outstanding Shares representing, together with any Shares otherwise held by the Offeror or the Consortium Members and any Shares that may be received upon exercise of the Warrants by the Offeror or the Consortium Members, on a fully diluted basis, prior to the date of announcement of the final result of the Tender Offer more than ninety (90) per cent of the Outstanding Shares and voting rights in the Company calculated in accordance with Chapter 18, Section 1 of the Finnish Companies Act governing the right and obligation to commence compulsory redemption proceedings;

2. the receipt of all regulatory approvals, permits, consents, clearances or other actions required under any applicable competition laws or other regulatory laws in any jurisdiction for the completion of the Tender Offer by the Offeror (including the authority approvals set out in the Combination Agreement and a potential approval in accordance with the Act on Monitoring of Foreign Corporate Acquisitions in Finland (172/2012, as amended) and any conditions set out in such approvals, permits, consents, clearances or other actions do not constitute a Material Adverse Change (as defined below) or do not require Consortium Members to agree to any measures with respect to any portfolio companies of any Consortium Members or any of their respective affiliates;

3. no legislation or other regulation having been issued or decision by a competent court or regulatory authority having been given that would wholly or in any material part prevent or postpone the completion of the Tender Offer;

4. no fact or circumstance having arisen after the signing date of the Combination Agreement that constitutes a Material Adverse Change (as defined below);

5. the Combination Agreement having not been terminated in accordance with its terms and remaining in full force and effect;

6. the Board of Directors of the Company having issued its unanimous recommendation that the securityholders of the Company accept the Tender Offer and the recommendation remaining in full force and effect and not having been modified, cancelled or changed (excluding any technical modification or change of the Recommendation required under applicable laws or the Helsinki Takeover Code as a result of a competing offer so long as the Recommendation to accept the Tender Offer is upheld); and

7. the irrevocable undertakings by Kirsi Eräkangas, Lotta Eräkangas, Meimi Perttunen, Sakari Perttunen, Antti Pöllänen, Ilkka Sihvo, Hannu Vaajoensuu and Vaens Oy, Matias Vaajoensuu, Petra Vaajoensuu, Sara Vaajoensuu Salmi, Fjärde AP-fonden, Ilmarinen Mutual Pension Insurance Company and Lannebo Fonder AB to accept the Tender Offer remaining in full force and effect in accordance with their terms and not having been modified, cancelled or changed.

The Conditions to Completion set out herein are exhaustive. The Offeror may only invoke any of the Conditions to Completion so as to cause the Tender Offer not to proceed, to lapse or to be withdrawn, if the circumstances which give rise to the right to invoke the relevant Condition to Completion have a significant meaning to the Offeror in view of the Tender Offer, as referred to in the FIN-FSA Regulations and Guidelines and the Helsinki Takeover Code. The Offeror reserves the right to waive, to the extent permitted by applicable law and regulation, any of the Conditions to Completion that have not been fulfilled. If all Conditions to Completion have been fulfilled or waived by the Offeror no later than at the time of announcement of the final results of the Tender Offer, the Offeror will exercise its rights to draw the funding under the Financing Documents and utilize the proceeds thereof to consummate the Tender Offer in accordance with its terms and conditions after the expiration of the Offer Period by purchasing Shares and Warrants validly tendered in the Tender Offer and paying the Share Offer Price to the shareholders that have validly accepted the Tender Offer.

The Tender Offer will be completed after the expiration of the Offer Period in accordance with "-- Technical Completion of the Tender Offer" and "-- Terms of Payment and Settlement" below with respect to all shareholders of the Company who have validly accepted the Tender Offer.

"Material Adverse Change" means (a) the Company or any of its asset-owning subsidiaries becoming insolvent, subject to administration, bankruptcy or any other equivalent insolvency proceedings, or, if any legal proceedings (other than by the Offeror or its affiliates) or corporate resolution is taken by, or against any of, them in respect of any such proceedings, such action could reasonably be expected to result in the commencement of such proceedings provided, in each case, that such proceedings could reasonably be expected to result in a material adverse change in, or material adverse effect to, the business, operations, assets, liabilities, condition (whether financial, trading or otherwise), or results of operation of the Company and its subsidiaries, taken as a whole; (b) any outbreak, escalation or exacerbation of major hostilities or act of war or terrorism directly involving the United Kingdom, Finland or any other member state of the European Union where the Company and its subsidiaries operate that, individually or in the aggregate, has had or could reasonably be expected to have a material adverse change in, or material adverse effect on, the business, operations, assets, liabilities, condition (financial, trading or otherwise), or results of operations of the Company and its subsidiaries, taken as a whole; (c) any major and continuing disruptions in the financial systems of the United States, the United Kingdom or Finland, including a suspension of or material limitation in trading in securities generally on the Nasdaq Helsinki, the London Stock Exchange or the New York Stock Exchange or a general moratorium on commercial banking activities in Finland, the United Kingdom or the United States by any relevant authority or a material disruption in commercial banking services in Finland, the United Kingdom or the United States, that, (i) individually or in the aggregate, has had or could reasonably be expected to have a material adverse change in, or material adverse effect on, the business, operations, assets, liabilities, condition (financial, trading or otherwise), or results of operations of the Company and its subsidiaries, taken as a whole, or (ii) prevents, other than on a temporary basis, wire transfer payments traffic in or out of Finland, the United Kingdom or the United States; or (d) any fact, change, effect, event, occurrence or circumstance that, individually or in the aggregate, has had or could reasonably be expected to have a material adverse change in, or material adverse effect on, the business, operations, assets, liabilities, condition (financial, trading or otherwise), or results of operations of the Company and its subsidiaries, taken as a whole, provided, that none of the following shall be deemed to constitute or contribute to a material adverse change or material adverse effect to the extent they arise from: (i) political, financial, industry, economic (including with respect to interest rates or currency exchange rates) or regulatory conditions generally so long as they do not have a materially disproportionate effect on the Company or its subsidiaries relative to other companies operating in the industry or industries in which the Company or any of its subsidiaries operate, it being understood that nothing in this sub-clause (i) shall prevent or otherwise affect the determination as to whether any change or effect as set out in section (c) constitutes a Material Adverse Effect; (ii) any natural or man-made disaster, escalation or exacerbation of the Covid-19 pandemic or outbreak of any other disease, any change in geopolitical conditions or any outbreak, escalation or exacerbation of Russia's military actions against Ukraine or of any other major hostilities or act of war or terrorism so long as they do not have a materially disproportionate effect on the Company or its subsidiaries relative to other companies operating in the industry or industries in which the Company or any of its subsidiaries operate; (iii) any change in applicable statutes or other legal or regulatory conditions, so long as such change does not have a disproportionate effect on the Company and its subsidiaries, taken as a whole, relative to other companies operating in the industry or industries in which the Company or any of its subsidiaries operate; (iv) any change in general conditions in the industries in which the Company and its subsidiaries operate, so long as such change does not have a materially disproportionate effect on the Company and its subsidiaries, taken as a whole, relative to other companies operating in the industry or industries in which the Company or any of its subsidiaries operate; (v) the failure of the Company to meet any internal or published projections, forecasts, estimates or predictions in respect of revenues, earnings, net asset value or other financial or operating metrics before, on or after the date of the Combination Agreement, it being understood that nothing in this sub-clause (v) shall prevent or otherwise affect the determination as to whether any change or effect underlying such failure to meet projections, forecasts, estimates or predictions constitutes a Material Adverse Change; (vi) changes in the market price or trading volume of the Company's securities, it being understood that nothing in this sub-clause (vi) shall prevent or otherwise affect the determination as to whether any change or effect underlying such change constitutes a Material Adverse Effect; (vii) any matters that have been Fairly Disclosed in the Due Diligence Information prior to the Signing Date; (viii) the public announcement of the Tender Offer or the proposed combination and the Offeror becoming a new controlling shareholder of the Company (including the effect of any change of control or similar clauses in contracts entered into by the Company and its subsidiaries that have been Fairly Disclosed to the Offeror in the Due Diligence Information); or (ix) any actions taken by the Company at the express written request or with the express written consent of the Offeror.

"Fairly Disclosed" means a fact, matter, occurrence or event disclosed in the Due Diligence Information or in the Combination Agreement in a manner that would reasonably enable a professional and prudent offeror, having completed its review of the Due Diligence Information with the support of its professional advisors, to identify such fact, matter, occurrence or event and to reasonably assess the legal, financial or operational impact of it.

"Due Diligence Information" means (i) the information publicly disclosed by the Company pursuant to the rules of Nasdaq Helsinki, the SMA (including the rules and regulations thereunder) and the Market Abuse Regulation, (ii) the information publicly disclosed by the Company in press releases available on the Company's website, (iii) the information that the Company has Fairly Disclosed directly or through its advisors and representatives to the Offeror, its shareholders and any of their respective representatives and advisors in management presentations, management interviews and expert sessions in connection with the Combination, and (iv) documents contained in the electronic data room maintained by Intralinks Inc. in relation to the Company and its subsidiaries and their respective businesses and assets.

Obligation to Increase the Offer Price and to Pay Compensation

The Offeror reserves the right to buy Securities during the Offer Period (including any extension thereof) and any Subsequent Offer Period in public trading on Nasdaq Helsinki Ltd ("Nasdaq Helsinki") or otherwise.

Should the Offeror or another party acting in concert with the Offeror in a manner stipulated in Chapter 11, Section 5 of the Finnish Securities Markets Act acquire Securities after the announcement of the Tender Offer and before the expiry of the Offer Period at a price higher than the Offer Price, or otherwise on more favourable terms, the Offeror must, in accordance with Chapter 11, Section 25 of the Finnish Securities Markets Act, amend the terms and conditions of the Tender Offer to correspond with the terms and conditions of the above-mentioned acquisition on more favourable terms (the "Increase Obligation"). In such case, the Offeror will make public its Increase Obligation without delay and pay, in connection with the completion of the Tender Offer, the difference between the consideration paid in such an acquisition on more favourable terms and the Offer Price to those shareholders that have accepted the Tender Offer.

Should the Offeror or another party acting in concert with the Offeror in a manner as stipulated in Chapter 11, Section 5 of the Finnish Securities Markets Act acquire Securities within nine (9) months after the expiration of the Offer Period at a price higher than the Offer Price, or otherwise on more favourable terms, the Offeror must, in accordance with Chapter 11, Section 25 of the Finnish Securities Markets Act, pay the difference between the consideration paid in an acquisition on more favourable terms and the Offer Price to those shareholders that have accepted the Tender Offer (the "Compensation Obligation"). In such case, the Offeror will make public its Compensation Obligation without delay and pay the difference between the consideration paid in such an acquisition on more favourable terms and the Offer Price within one (1) month of the date when the Compensation Obligation arose for those shareholders that have accepted the Tender Offer.

However, according to Chapter 11, Section 25, Subsection 5 of the Finnish Securities Markets Act, the compensation obligation will not be triggered in case the payment of a higher price than the Offer Price is based on an arbitral award pursuant to the Finnish Companies Act, provided that the Offeror or any party referred to in Chapter 11, Section 5 of the Finnish Securities Markets Act has not offered to acquire Securities on terms that are more favourable than those of the Tender Offer before or during the arbitral proceedings.

Acceptance Procedure for the Tender Offer

The Tender Offer may be accepted by a shareholder registered during the Offer Period in the shareholders' register of Basware maintained by Euroclear Finland Oy (with the exception of Basware and its subsidiaries) and by a holder of Warrants registered as the holder of Warrants in the register maintained by Euroclear Finland Oy. Acceptance of the Tender Offer must be submitted separately for each book-entry account. A securityholder of Basware submitting an acceptance must have a cash account with a financial institution operating in Finland or abroad (see "-- Terms of Payment and Settlement" below and "Important Information"). Securityholders may only approve the Tender Offer unconditionally and for all Securities that are held on the book-entry accounts mentioned in the acceptance form at the time of the execution of the transactions with respect to the Securities of such shareholder. Acceptances submitted during the Offer Period are valid also until the expiration of an extended or discontinued Offer Period, if any.

Most Finnish account operators will send a notice regarding the Tender Offer and related instructions and an acceptance form to their customers who are registered as shareholders in the shareholders' register of Basware maintained by Euroclear Finland Oy, as well as to holders of Warrants registered as holders of Warrants in the register maintained by Euroclear Finland Oy. Securityholders of Basware who do not receive such instructions or an acceptance form from their account operator or asset manager can contact Danske Bank A/S, Finland Branch ("Danske Bank") by sending an e-mail to [e-mail], where such securityholders of Basware can receive all necessary information and submit their acceptance of the Tender Offer, or, if such shareholders are U.S. residents or located within the United States, they may contact their brokers for the necessary information.

Those securityholders of Basware whose Securities are nominee-registered and who wish to accept the Tender Offer, must submit their acceptance in accordance with the instructions given by the custodial nominee account holders. The Offeror will not send an acceptance form or any other documents related to the Tender Offer to these securityholders of Basware.

With respect to pledged Securities, acceptance of the Tender Offer requires the consent of the pledgee. Acquiring this consent is the responsibility of the relevant securityholders of Basware. The pledgee's consent must be delivered to the account operator in writing.

A securityholder of Basware who wishes to accept the Tender Offer must submit the properly completed and duly executed acceptance form to the account operator that manages the securityholder's book-entry account in accordance with the instructions and within the time period set by the account operator, which may be prior to the expiry of the Offer Period. The Offeror reserves the right to reject any acceptances that have been submitted erroneously or deficiently.

Any acceptance must be submitted in such a manner that it will be received within the Offer Period (including any extended or discontinued extended Offer Period) taking into account, however, the instructions given by the relevant account operator. In the event of a Subsequent Offer Period, the acceptance form must be submitted in such a manner that it is received during the Subsequent Offer Period, subject to and in accordance with the instructions of the relevant account operator. The account operator may request the receipt of acceptances prior to the expiration of the Offer Period. Securityholders of Basware submit acceptances at their own risk. Any acceptance will be considered as submitted only when an account operator has actually received it. The Offeror reserves a right to reject any acceptance submitted in an incorrect or incomplete manner.

A securityholder who has validly accepted the Tender Offer in accordance with the terms and conditions of the Tender Offer may not sell or otherwise control his/her/its tendered Securities. By accepting the Tender Offer, the shareholders authorise their account operator to enter into their book-entry account a sales reservation or a restriction on the right of disposal in the manner set out in "-- Technical Completion of the Tender Offer" below after the shareholder has delivered the acceptance form with respect to the Securities. Furthermore, the securityholders of Basware that accept the Tender Offer authorise their account operator to perform necessary entries and undertake any other measures needed for the technical execution of the Tender Offer, and to sell all the Securities held by the shareholder of Basware at the time of the execution of the completion trades under the Tender Offer, as set out under "-- Completion of the Tender Offer" below, to the Offeror in accordance with the terms and conditions of the Tender Offer. In connection with the completion trades of the Tender Offer or the clearing thereof, the sales reservation or the restriction on the right of disposal will be removed and the Offer Price will be transferred to the securityholders of Basware.

By giving an acceptance on the Tender Offer, the accepting securityholder authorises his/her/its depository participant to disclose the necessary personal data, the number of his/her/its book-entry account and the details of the acceptance to the parties involved in the order or the execution of the order and settlement of the Securities.

Right of Withdrawal of Acceptance

An acceptance of the Tender Offer may be withdrawn by a securityholder of Basware at any time before the expiration of the Offer Period (including any extended or discontinued extended Offer Period) until the Offeror has announced that all Conditions to Completion have been fulfilled or waived by the Offeror, that is, the Offeror has declared the Tender Offer unconditional. After such announcement, the Securities already tendered may not be withdrawn before the expiration of the Offer Period (including any extended or discontinued extended Offer Period) except in the event that a third party announces a competing public tender offer for the Securities before the execution of the completion trades of the Securities as set out under "-- Completion of the Tender Offer" below.

A valid withdrawal of the Tender Offer requires that a withdrawal notification is submitted in writing to the account operator to whom the original acceptance form was submitted.

For nominee-registered Securities, the shareholders must request the relevant custodial nominee account holder to execute a withdrawal notification.

If a securityholder of Basware validly withdraws an acceptance of the Tender Offer, the sales reservation or the restriction on the right of disposal with respect to the Securities will be removed within three (3) Finnish banking days of the receipt of a withdrawal notification.

A securityholder of Basware who has validly withdrawn its acceptance of the Tender Offer may accept the Tender Offer again during the Offer Period (including any extended or discontinued extended Offer Period) by following the procedure set out under "-- Acceptance Procedure for the Tender Offer" above.

A securityholder of Basware who withdraws its acceptance is obligated to pay any fees that the account operator operating the relevant book-entry account or the custodial nominee account holder may collect for the withdrawal. In accordance with the FIN-FSA Regulations and Guidelines, if a competing offer has been announced during the Offer Period and the completion of the Tender Offer has not taken place, the Offeror will not charge the securityholders for validly withdrawing their acceptance in such a situation.

In the event of a Subsequent Offer Period, the acceptance of the Tender Offer will be binding and cannot be withdrawn, unless otherwise provided under mandatory law.

Technical Completion of the Tender Offer

When an account operator has received a properly completed and duly executed acceptance form with respect to the Securities in accordance with the terms and conditions of the Tender Offer, the account operator will enter a sales reservation or a restriction on the right of disposal into the relevant securityholder's book-entry account. In connection with the completion trade of the Tender Offer or the clearing thereof, the sales reservation or the restriction on the right of disposal will be removed and the Offer Price will be paid to the relevant securityholder.

Announcement of the Result of the Tender Offer

The preliminary result of the Tender Offer will be announced by a stock exchange release on or about the first (1st) Finnish banking day following the expiration of the Offer Period (including any extended or discontinued extended Offer Period). In connection with the announcement of the preliminary result, it will be announced whether the Tender Offer will be completed subject to the Conditions to Completion being fulfilled or waived on the date of the final result announcement and whether the Offer Period will be extended. The final result of the Tender Offer will be announced on or about the third (3rd) Finnish banking day following the expiration of the Offer Period (including any extended or discontinued extended Offer Period). In connection with the announcement of the final result, the percentage of the Securities in respect of which the Tender Offer has been validly accepted and not validly withdrawn will be confirmed.

In the event of a Subsequent Offer Period, the Offeror will announce the initial percentage of the Securities validly tendered during the Subsequent Offer Period on or about the first (1st) Finnish banking day following the expiry of the Subsequent Offer Period and the final percentage on or about the third (3rd) Finnish banking day following the expiry of the Subsequent Offer Period.

Completion of the Tender Offer

The completion trades of the Tender Offer will be executed with respect to all of those Securities of Basware with respect to which the Tender Offer has been validly accepted, and not validly withdrawn, by no later than on the fifteenth (15th) Finnish banking day following the announcement of the final result of the Tender Offer (the "Completion Date"), preliminarily expected to be on 1 July 2022. This reflects the time schedules for drawdown of funds by the Offeror, as well as by the Consortium Members from investors in their respective funds and from their debt providers. If possible, the completion trades of the Securities will be executed on Nasdaq Helsinki, provided that the rules applied to trading on Nasdaq Helsinki allow that. Otherwise, the completion trades will be made outside Nasdaq Helsinki. The completion trades will be settled on or about the Completion Date (the "Clearing Day"), preliminarily expected to be on 1 July 2022.

Terms of Payment and Settlement

The Offer Price will be paid on the Clearing Day to each securityholder of Basware who has validly accepted, and not validly withdrawn, the Tender Offer into the management account of the securityholder's book-entry account. In any case, the Offer Price will not be paid to a bank account situated in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa or any other jurisdiction where the Tender Offer is not being made (see section "Important Information").

In the event of a Subsequent Offer Period, the Offeror will in connection with the announcement thereof announce the terms of payment and settlement for the Securities tendered during the Subsequent Offer Period. The completion trades with respect to the Securities validly tendered in accordance with the terms and conditions of the Tender Offer during the Subsequent Offer Period will, however, be executed within not more than two (2) week intervals.

The Offeror reserves the right to postpone the payment of the Offer Price if payment is prevented or suspended due to a force majeure event, but will immediately effect such payment once the force majeure event preventing or suspending payment is resolved.

Transfer of Title

Title to the Securities in respect of which the Tender Offer has been validly accepted, and not validly withdrawn, will pass to the Offeror on the Clearing Day against the payment of the Offer Price by the Offeror to the tendering securityholder. In the event of a Subsequent Offer Period, title to the Securities validly tendered in the Tender Offer during a Subsequent Offer Period will pass to the Offeror against payment of the Offer Price by the Offeror to the tendering securityholder.

Tender Offer Acceptance Payments

The Offeror will pay any transfer tax that may be charged in Finland in connection with the sale of the Securities pursuant to the Tender Offer.

Each securityholder of Basware is liable for any payments that, based on an agreement made with the securityholder, an account operator may charge as well as for any fees and commissions charged by account operators, custodians, custodial nominee account holders or other parties related to the release of collateral or the revoking of any other restrictions preventing the sale of the Securities. Each securityholder of Basware is liable for any fees that relate to a withdrawal of an acceptance made by the securityholder.

The Offeror is liable for any other customary costs caused by the registration of entries in the book-entry system required by the Tender Offer, the execution of trades pertaining to the Securities pursuant to the Tender Offer and the payment of the Offer Price.

Should a competing tender offer be published by a third party during the Offer Period and should a securityholder of Basware therefore or otherwise validly withdraw its acceptance of the Tender Offer, certain account operators may charge the securityholder separately for the registration of the relevant entries regarding the acceptance and withdrawal as explained under "-- Right of Withdrawal of Acceptance" above.

The receipt of cash pursuant to the Tender Offer by a securityholder may be a taxable transaction for the respective securityholder under applicable tax laws, including those of the country of residency of the shareholder. Any tax liability arising to a securityholder form the receipt of cash pursuant to the Tender Offer will be borne by such securityholder. Each securityholder is urged to consult with an independent professional adviser regarding the tax consequences of accepting the Tender Offer.

Other Matters

This Tender Offer Document and the Tender Offer are governed by Finnish law. Any disputes arising out of or in connection with this Tender Offer will be settled by a court of competent jurisdiction in Finland.

The Offeror reserves the right to amend the terms and conditions of the Tender Offer in accordance with Chapter 11, Section 15 of the Finnish Securities Markets Act. Should the FIN-FSA issue an order regarding an extension of the Offer Period, the Offeror reserves the right to decide upon the withdrawal of the Tender Offer in accordance with Chapter 11, Section 12 of the Finnish Securities Markets Act.

Should a competing tender offer be published by a third party during the Offer Period, the Offeror reserves the right, as stipulated in Chapter 11, Section 17 of the Finnish Securities Markets Act, to (i) decide upon an extension of the Offer Period; (ii) decide upon an amendment of the terms and conditions of the Tender Offer; and (iii) decide, during the Offer Period, but before the expiration of the competing offer, to let the Tender Offer lapse. The Offeror will decide on all other matters related to the Tender Offer, subject to applicable laws and regulations and the provisions of the Combination Agreement.

Other Information

Danske Bank acts as financial advisor and arranger in relation to the Tender Offer, which means that it performs certain administrative services relating to the Tender Offer. This does not mean that a person who accepts the Tender Offer (the "Participant") will be regarded as a customer of Danske Bank as a result of such acceptance. A Participant will be regarded as a customer only if Danske Bank has provided advice to the Participant or has otherwise contacted the Participant personally regarding the Tender Offer. If the Participant is not regarded as a customer, the investor protection rules under the Finnish Act on Investment Services (747/2012, as amended) will not apply to the acceptance. This means, among other things, that neither the so-called customer categorisation nor the so-called appropriateness test will be performed with respect to the Tender Offer. Each Participant is therefore responsible for ensuring that it has sufficient experience and knowledge to understand the risks associated with the Tender Offer.

Important Information regarding NID and LEI

According to Directive 2014/65/EU (MiFID II) of the European Parliament and of the Council, all investors must have a global identification code from 3 January 2018 in order to carry out a securities transaction. These requirements require legal entities to apply for registration of a Legal Entity Identifier ("LEI") code, and natural persons need to state their National ID or National Client Identifier ("NID") to accept the Tender Offer. Each person's legal status determines whether a LEI code or NID number is required and Danske Bank may be prevented from performing the transaction to the person if LEI or NID number (as applicable) is not provided. Legal persons who need to obtain a LEI code can contact the relevant authority or one of the suppliers available on the market. Instructions for the global LEI system can be found on the following website: https://www.gleif.org/en/about-lei/get-an-lei-find-lei-issuing-organizations. Those who intend to accept the Tender Offer are encouraged to apply for registration of a LEI code (legal persons) or to find out their NID number (natural persons) in good time, as this information is required on the application form at the time of submission.

Information about Processing of Personal Data

Securityholders who accept the Tender Offer will submit personal data, such as name, address and NID, to Danske Bank, which is the controller for the processing. Personal data provided to Danske Bank will be processed in data systems to the extent required to administer the Tender Offer. Personal data obtained from sources other than the customer may also be processed. Personal data may also be processed in the data systems of companies with which Danske Bank cooperates. Address details may be obtained by Danske Bank through an automatic procedure executed by Euroclear Finland Oy. For additional information regarding Danske Bank's process of personal data and your rights, please see Danske Bank's website (www.danskebank.com).

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