AXWAY_REGISTRATION_DOCUMENT_2017

AXWAY GROUP AND ITS BUSINESS ACTIVITIES

CORPORATE RESPONSIBILITY

CORPORATE GOVERNANCE

CONSOLIDATED FINANCIAL STATEMENTS

2017 ANNUAL FINANCIAL STATEMENTS

CAPITAL AND AXWAY SOFTWARE STOCK

INFORMATIONS ADMINISTRATIVES ETbJURIDIQUES

COMBINED GENERAL MEETING OFb6bJUNEb2018

Statutory Auditors’ special report on regulated agreements and commitments

Persons concerned:

Chairman of the Board of Directors of Axway Software Director of Sopra Banking Software Director and Vice-Chairperson of the Board of Directors of Axway Software Permanent representative of Sopra GMT on the Board of Directors of Sopra Banking Software

Pierre Pasquier

Kathleen Clark Bracco

Director of Axway Software Director of Sopra Banking Software

Pierre-Yves Commanay

AGREEMENTS AND COMMITMENTS ALREADY APPROVED BY THE GENERAL MEETING Pursuant to Article R. 225-30 of the French Commercial Code, we have been advised of the following agreements and commitments which were the subject of prior authorization from your General Meeting and which continued during the year just ended.

AGREEMENTS AND COMMITMENTS AUTHORIZED DURING PRIOR FISCAL YEARS

a) execution of which continued during the year just ended Agreement for the provision of business premises between Axway Software and Sopra Steria Group Sopra Steria Group invoices your Company for services provided under an agreement for the provision of premises.

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The net charges borne by your company under this agreement were €248,448 excluding taxes for FY 2017. On 14 February 2018, your Board of Directors reviewed this agreement and decided to continue the provision of business premises for the fiscal year ending on 31 December 2018.

Persons concerned:

Chairman of the Board of Directors of Axway Software Chairman of the Board of Directors of Sopra Steria Group

Pierre Pasquier

Director and Vice-Chairperson of the Board of Directors of Axway Software Corporate Development Director, Sopra Steria Group; permanent representative of Sopra GMT on the Board of Directors of Sopra Steria Group

Kathleen Clark Bracco

Director of Axway Software Director of Sopra Steria Group irector of Axway Software Director of Sopra Steria Group

Emma Fernandez

Hervé Saint-Sauveur

Assistance agreement signed with Sopra GMT The agreement between the Sopra GMT company, on the one hand, and your Company and the company Sopra Steria Group, on the other hand, defines the role of the lead holding company that Sopra GMT assumes with respect to your company and Sopra Steria Group. In the framework of this tripartite agreement, the Sopra GMT company handles the role of coordination and assistance for both of these companies, all while striving to develop, to the extent possible, the various synergies between the latter.

These services are invoiced by Sopra GMT to the two companies on the basis of actual time and money spent in order to successfully supply the services, plus 7%. The two-year agreement signed on 1 July 2011 was renewed in July 2013 for an indefinite period, and is subject to a 12-month termination notice. Sopra GMT invoiced €472,218, excluding taxes, in respect of this agreement for the 2017 fiscal year. On 14 February 2018, your Board of Directors reviewed this agreement and decided to continue it for the fiscal year ending on 31 December 2018.

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AXWAY - 2017 REGISTRATION DOCUMENT