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

Other reports

Board of Directors’ report concerning stock options (drawnbupbinbaccordance with the provisions of ArticlebL.b225-184 ofbthe French Commercial Code) Dear shareholders, The purpose of this report, prepared in accordance with ArticleǾL.Ǿ225-184 of the French Commercial Code, is to inform the Meeting of the operations carried out, pursuant to the provisions of ArticlesǾL.Ǿ225-177 to L.Ǿ225-186-1 of the French Commercial Code, concerning Company stock options awarded and exercised during the past fiscal year.

I. Stock options awarded during the fiscal year ended 31bDecember 2017 A summary of the operations carried out inǾ2017 under the various stock option plans set up by the Company is set out below.

a. Stock options granted to executive officers during the fiscal year ended 31bDecember 2017

Stock options awarded to each executive officer by the Company and all Group companies during the fiscal year

Valuation of shares based on the method used forbthe consolidated financialbstatements

3

Type of options (purchase orbsubscription)

Number of shares allocated during thebyear

Exercise price

Exercise period

Name of executivebofficer

Number and datebofbplan

-

-

-

-

-

-

-

b. Options granted during the fiscal year ended 31bDecember 2017 by the Company or its affiliates For the fiscal year ended 31ǾDecember 2017, no stock options were granted either by the Company or by its affiliates, to their corporate officers and/or employees.

c. Stock options granted to the topb10 employees (non-corporate officers) during the fiscal year ended 31bDecember 2017

Stock options granted to the topb10 employees (non-company officers) and options exercised by them Options granted during the fiscal year by the Company and any company within the option award scope, to the 10bemployees of the Company, and of any company within thisbscope, whobreceived the highest number of options granted (aggregate information)

Total number of optionsbawarded Weighted average price

Date

-

- €

-

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AXWAY - 2017 REGISTRATION DOCUMENT