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

Special report of the Board of Directors on bonus share grants (drawn up in accordance with the provisions of ArticlebL.b225-197-4 of the French Commercial Code) Dear shareholders, The purpose of this report, prepared in accordance with ArticleǾL.Ǿ225-197-4 of the French Commercial Code, is to inform the Meeting of the operations carried out during the past fiscal year under the Company’s bonus share grant schemes. I. Review of bonus share allocation plans granted in prior fiscal years based onbdelegations of authority granted by previous General Meetings A. Bonus share allocation plan

to qualifying employees or corporate officers (within the meaning of ArticleǾL.Ǿ225-197-1ǾII paragraphǾ1 of the French Commercial Code) of the Company or to certain categories of such employees or officers and of companies and economic interest groups affiliated with the Company pursuant to the conditions defined in ArticleǾL.Ǿ225-197-2 of the French Commercial Code; 2. resolved that the total number of performance shares awarded, whether they consisted of existing shares or shares to be issued, may not exceed 4% of the Company’s share capital on the date of the Board of Directors’ decision to allocate them, not taking into account the number of shares to be issued, if applicable, pursuant to the adjustments required to preserve the rights of the beneficiaries of the bonus shares. The Board, at its meeting of 21ǾJune 2016, in application of the aforementioned resolution, approved the conditions for the allocation of bonus performance shares to the benefit of employees, and set the conditions and criteria for the allocation of bonus shares within the scope of a second Plan involving 273,500Ǿperformance shares (the 2016 Plan) and of which the main characteristics are the following: ● a bonus allocation of a total number of 273,500 rights to performance shares to the benefit of employees and the Chief Executive Officer of the Company within the meaning of ArticleǾL.Ǿ225-197-1-II of the French Commercial Code subject to meeting the various conditions precedent detailed below, it being specified that as of the date of 21ǾJune 2016, the effective date of the bonus allocation of performance shares, the value of the Company shares was €19.50 per share. This allocation will only be finalized if all of the conditions have been fulfilled at the end of the vesting period, so that on the date of the Board meeting, each beneficiary will only benefit from one right to a performance-based share: ● the LTI A Plan is implemented over a period of three (3) years. Subject to the cumulative conditions detailed below, each beneficiary will receive the shares at the end of this three (3) year period, – presence condition: - each beneficiary must, throughout the vesting period for these rights to the bonus allocation of performance- based shares, be an employee or executive officer within the meaning of ArticleǾL.Ǿ225-197-1-II of the French Commercial Code or retired from the Company

The Board, based on the Combined General Meeting of 4ǾJune 2014, in its meeting on 14ǾApril 2015 in application of resolutionǾ16, approved the conditions for bonus shares granted to an employee and fixed the conditions and criteria for granting bonus shares as part of the second Plan covering 35,000 shares, the main characteristics of which are (2015 Plan): ● a bonus allocation of 35,000Ǿ rights to the allocation of 35,000Ǿ bonus shares, subject to meeting the various conditions precedent detailed below, it being specified that as of 4ǾMay 2015, the effective date of the allocation of the rights to allocation of bonus shares, the value of the Company’s shares was €20.30 per share; ● the vesting period of such rights to the allocation of bonus shares is four years. However, each one-quarter of such rights to bonus shares shall be deemed to have been definitively vested in the beneficiary of such 2015 Plan if he has been in regular active attendance in the year(s) up to the year-end in question. Any vesting of a right to the allocation of bonus shares recorded previously cannot be challenged following a departure taking place after the report of such vesting but before the expiration of the end of the four (4) year vesting period of such right. This 2016 bonus share allocation plan was only considered as effective as from 21Ǿ June 2016, the date on which the contractual documents were signed by the beneficiary and the Chief Executive Officer of the Company, duly authorized by the Board of Directors. B. Bonus shares awarded during the fiscal year ended 31bDecember 2016 During the course of the year ended 31ǾDecember 2016, a bonus performance share allocation plan, the features of which are detailed below, was put into place by the Company. The Combined General Meeting of 21ǾJune 2016, in its eleventh resolution, and after having reviewed the Board of Director’s report and the Statutory Auditors’ special report, and pursuant to ArticlesǾL.Ǿ225-197-1 et seq. of the French Commercial Code: 1. authorized the Board of Directors to grant, bonus performance shares, on one or more occasions, at its choice, either existing shares of the Company or shares to be issued,

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AXWAY - 2017 REGISTRATION DOCUMENT