AXWAY_REGISTRATION_DOCUMENT_2017

AXWAY GROUP AND ITS BUSINESS ACTIVITIES Other reports

CORPORATE RESPONSIBILITY

CORPORATE GOVERNANCE

CONSOLIDATED FINANCIAL STATEMENTS

2017 ANNUAL FINANCIAL STATEMENTS

CAPITAL AND AXWAY SOFTWARE STOCK

INFORMATIONS ADMINISTRATIVES ETbJURIDIQUES

COMBINED GENERAL MEETING OFb6bJUNEb2018

or the companies or economic interest groups linked to it within the meaning of ArticleǾL.Ǿ225-197-2 of the French Commercial Code, – performance requirement: - the performance requirement as defined in the plan will determine the number of performance-based shares delivered to the beneficiary based on the performance criteria assessed over three consecutive fiscal years, - for PlanǾA, it is based on the organic growth of the Company’s consolidated revenue and profit (loss) from operations;

– the shares delivered will be existing shares held by the Company at the end of the vesting period and/or shares that have been newly created no later than the end of the vesting period, – this bonus allocation of performance shares is open to all employees, including the Chief Executive Officer. As a result, a shareholding supplement was paid to the employees in order to comply with the laws and regulations in force and in particular ArticleǾL.Ǿ225-197-6 of the French Commercial Code. ● this LTI B plan was implemented over three (3) years for employees and four (4) years for the Chief Executive Officer. Subject to fulfillment of the cumulative conditions detailed below, each employee beneficiary will receive the shares at the end of this three (3) year period. Subject to fulfillment of the cumulative conditions detailed below, the Chief Executive Officer will receive shares at the end of this four (4) 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 or the companies or economic interest groups linked to it within the meaning of ArticleǾL.Ǿ225-197-2 of the French Commercial Code, – performance requirement: - the performance requirement as defined in the plan will determine the number of performance-based shares delivered to the beneficiary based on the performance criteria assessed over three consecutive fiscal years, - for PlanǾB, it is based on the organic growth of the Company’s consolidated revenue and profit on operating activities; - the shares delivered will be existing shares held by the Company at the end of the vesting period and/or shares that have been newly created at the latest at the end of the vesting period, - this bonus allocation of performance-based shares is open to all employees, including the Chief Executive Officer. As a result, a shareholding supplement was paid to the employees in order to comply with the laws and regulations in force and in particular ArticleǾL.Ǿ225-197- 6 of the French Commercial Code.

II. Bonus shares awarded during the fiscal year ended 31bDecember 2017 During the course of the fiscal year ended 31ǾDecember 2017, 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, 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, could 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 6ǾJune 2017, 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 325,000Ǿperformance shares (the 2017 Plan) and whose main characteristics are the following: ● a bonus allocation of a total number of 273,500Ǿrights 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 6ǾJune 2017, 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:

Paris, 19ǾApril 2018 The Board of Directors

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AXWAY - 2017 REGISTRATION DOCUMENT

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