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

Persons concerned:

Chairman of the Board of Directors of Axway Software Director of Sopra GMT

Pierre Pasquier

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

Kathleen Clark Bracco

Director of Axway Software Director of Sopra GMT

Pierre-Yves Commanay

b) not executed during the fiscal year just ended

We were also informed of the continuation of the following agreements and commitments, which were the subject of prior authorization by your General Meeting but which were not executed during the fiscal year just ended.

Severance pay which is due or which may be due to Jean-Marc Lazzari in the event of the termination of his position as Chief Executive Officer of Axway Software Pursuant to the recommendations of its Remuneration Committee, the Board of Directors’ meeting of 21 October 2015 implemented a commitment to pay severance pay to the benefit of the Chief Executive Officer, Jean-Marc Lazzari. This severance pay in the event of the termination of service is only due in the case of forced departure of the Chief Executive Officer from the Company. The severance payment will not be due if: ● the Chief Executive Officer leaves his position at his own initiative; ● in the case of gross negligence or serious misconduct; ● in the case of a wrongful act which is unrelated to his office; ● in the case of a change in the positions held by Jean-Marc Lazzari within the Axway Group and/or within the Sopra Steria Group. The maximum amount of severance payments that may be paid is US$500,000. With effect from the 2016 fiscal year, your Board

of Directors determines annually the performance conditions which must be met by the Managing Director in order for these payments to be made. The payment of such severance shall be conditioned upon the finding by the Board of Directors that the following performance conditions have been met: ● in the case of dismissal in respect of the 2017 fiscal year, the Board of Directors of 20 April 2016 set the following criteria: 50% of the amount of the severance payment will be due if Axway Software’s organic growth during this fiscal year is positive (at constant scope), and 50 % of the severance payment will be due if the Board of Directors considers that the company transformation plan has been achieved; ● pursuant to Article L. 225-42-1 of the French Commercial Code, at its meeting on 22 February 2017, the Board of Directors renewed the principle of a severance payment to its Chief Executive Officer, in accordance with the recommendations of its Remuneration Committee. On 14 February 2018, your Board of Directors reviewed this agreement and decided to continue the principle of payment of severance compensation to the Chief Executive Officer for the fiscal year ending on 31 December 2018. Persons concerned: Jean-Marc Lazzari, Chief Executive Officer of Axway Software.

Courbevoie and Paris, 20 April 2018 The Statutory Auditors

Auditeurs & Conseils AssociésǾ–ǾACA Nexia

Mazars

Sandrine Gimat

Bruno Pouget

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AXWAY - 2017 REGISTRATION DOCUMENT

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