AXWAY_REGISTRATION_DOCUMENT_2017

CONSOLIDATED FINANCIAL STATEMENTS AXWAY GROUP AND ITS BUSINESS ACTIVITIES Statutory Auditors’ special report on regulated agreements and commitments CORPORATE GOVERNANCE CORPORATE RESPONSIBILITY

2017 ANNUAL FINANCIAL STATEMENTS

CAPITAL AND AXWAY SOFTWARE STOCK

INFORMATIONS ADMINISTRATIVES ETbJURIDIQUES

COMBINED GENERAL MEETING OFb6bJUNEb2018

3.6

Statutory Auditors’ special report on regulated agreements and commitments

GENERAL MEETING CONVENED TO APPROVE THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2017

To the Shareholders of Axway Software,

As Statutory Auditors of your Company, we present our report on the regulated agreements and commitments. It is our responsibility to present to you, on the basis of the information given to us, the main features and conditions as well as the justifiable reasons for the company’s interest in the agreements and commitments about which we have been informed or that we might have discovered in the context of our assignment, without having to express an opinion as to their usefulness or soundness or to ascertain whether or not any other such agreements or commitments exist. In accordance with the terms of Article R. 225-31 of the French Commercial Code, it is your responsibility to assess the interest of entering into such agreements and commitments when they are submitted for your approval.

In addition, it is our responsibility, where applicable, to present to you the disclosures required by Article R. 225-31 of the French Commercial Code relating to the execution, during the year under review, of the agreements and commitments already approved by the General Meeting. We have carried out the verifications we deemed necessary in accordance with the professional standards and doctrine of the National Auditors’ Association (Compagnie nationale des commissaires aux comptes – CNCC) relating to this assignment. The verifications consisted in checking that the information given to us was consistent with the basic documents from which it derives.

AGREEMENTS AND COMMITMENTS SUBJECT TO THE APPROVAL OF THE GENERAL MEETING Agreements and commitments authorized and entered into during the course of the fiscal year ended incorporating your company's products in the platform developed by Sopra Banking Software for the purpose of marketing these products to end users of Sopra Banking Software in the form of license right concessions or cloud services.

Pursuant to Article L. 225-40 of the French Commercial Code, we have been advised of the following agreements and commitments entered into during the fiscal year just ended which were previously approved by your Board of Directors. OEM (Original Equipment Manufacturer) agreement entered into with Sopra Banking Software Prior authorization by your company's Board of Directors on 26 July 2017 While creating its "Digital Experience Platform", your company provided some of its products to Sopra Banking Software for integration into this platform. A distribution agreement was signed on 29 July 2017 between your company and Sopra Banking Software for the purpose of

The agreement has been entered into for a term of six years and is tacitly renewable for periods of one year. It can be terminated subject to giving 90 days' notice prior to the anniversary date. This agreement includes a stipulation that Sopra Banking Software pays your company: ● 30% of the revenue from licenses and maintenance for any order from this platform by an end user; ● 30% of the net revenue for any subscription (including subscriptions in SaaS/Cloud mode) from the Digital Experience Platform by an end user. The net revenue is equal to the amount ordered by the end user, less related costs paid by Sopra Banking Software for the IT infrastructure and the costs of management personnel. Your company invoiced €357,165, excluding taxes, in respect of this agreement for the 2017 fiscal year.

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AXWAY - 2017 REGISTRATION DOCUMENT

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