AXWAY_REGISTRATION_DOCUMENT_2017

AXWAY GROUP AND ITS BUSINESS ACTIVITIES Notes to the financial statements

CORPORATE RESPONSIBILITY

CORPORATE GOVERNANCE

CONSOLIDATED FINANCIAL STATEMENTS

2017 ANNUAL FINANCIAL STATEMENTS

CAPITAL AND AXWAY SOFTWARE STOCK

INFORMATIONS ADMINISTRATIVES ETbJURIDIQUES

COMBINED GENERAL MEETING OFb6bJUNEb2018

12.2 Share subscription option plans

Position as at 31/12/2017

Changes in the period, numberbofboptions:

Initial position

Option exercise period Position at 1bJanuary

Number of options

Exercise price Start date Expiry date

Number of options

Exercise price awarded cancelled exercised

Number of options

Exercise price

Grant date

Plan No.Ǿ3 – 2011 stock option plan, maximum issue of 1,033,111 shares * General Meeting of 28/04/2011 18/11/2011 516,175 14.9 18/05/2014 18/11/2019 144,198 14.9

- -1,750 -59,648 82,800 14.9 - -2,750 -72,544 107,150 14.9

18/11/2011 28/03/2013 28/03/2013 03/01/2014 03/01/2014

516,175 14.9 18/11/2016 18/11/2019 182,444 14.9 131,250 15.9 28/09/2015 28/03/2021 26,750 15.9 131,250 15.9 28/03/2018 28/03/2021 54,750 15.9 50,000 21.86 02/07/2016 03/01/2022 46,000 21.86 50,000 21.86 03/01/2019 03/01/2022 50,000 21.86

-

- -11,000 15,750 15.9

- -12,250

-

42,500 15.9

-

- -46,000

- 21.86 - 21.86

- -50,000

-

Total

1,394,850

504,142

- -66,750 -189,192 248,200

Total asset plans

1,394,850

504,142

- -66,750 -189,192 248,200

* Increased to 1,295,611 following an amendment in Juneb2013.

12.3 Bonus share plan The plan to allocate bonus shares to the Group’s employees ratified by the Board of Directors on 14ǾFebruary 2012 led to the creation of 25,155Ǿshares on 14ǾFebruary 2014 and 23,040Ǿshares on 23ǾFebruary 2016. Under IFRSǾ2 Share-based Payment, the fair value of the bonus shares granted calculated at the award date of the rights is expensed over the vesting period, i.e. two to four years. In AprilǾ2015, the Board of Directors granted certain employees 35,000Ǿbonus shares, subject to a four-year lock-up period. At 31ǾDecember 2017, all bonus shares were in circulation, and none of them had been cancelled. The charge for this bonus share plan for FYǾ2017 was €112Ǿthousand. In JuneǾ2016, the Board of Directors granted 64 senior executives and Jean-Marc Lazzari 273,500Ǿbonus shares, subject to a lock- up period of three years. At 31ǾDecember 2017, 231,500 bonus shares are still in circulation. The charge for this bonus share plan for FYǾ2017 was €450Ǿthousand. In JuneǾ2017, the Board of Directors adopted a bonus share plan for 253,000Ǿshares, subject to the fulfillment of presence and performance conditions, for the Axway Leadership team, the members of the Executive Committee and other persons regarded as key for the Axway Group. At 31ǾDecember 2017, 226,000Ǿbonus shares are still in circulation. The charge for this new bonus share plan for FYǾ2017 was €692Ǿthousand. In JuneǾ2017, the Board of Directors also adopted a performance share plan for 72,000Ǿshares for the Chief Executive Officer, subject to the fulfillment of attendance and performance conditions. This plan is implemented over a period of four (4) years. At 31ǾDecember 2017, 72,000Ǿbonus shares are still in circulation. The charge for this new bonus share plan for FYǾ2017 was €219Ǿthousand.

● 189,192 share subscription options were exercised during fiscal yearǾ2017. ● 66,750 share subscription options were canceled inǾ2017 following the departure of the holders. ● As of 31Ǿ December 2017, 248,200 options remained in circulation from those awarded inǾ2011 and 2013, all of them potentially dilutive to the current share price. ● No further options can be allocated under Plans Nos.Ǿ1 and 2. ● The fair values of the share subscription options awarded under Plan No.Ǿ1 and Plan No.Ǿ2 were determined using the binomial model recommended by IFRSǾ2. ● The fair value of the share subscription options awarded under Plan No.Ǿ3 was determined using the same binomial model, on the basis of the following assumptions: average expected life of 4.5 to 6Ǿyears; expected volatility of 29.44%; dividend yield of 1.39%; and risk-free interest rate of 2.48%. Expected volatility was determined on the basis of the volatility expected for stocks in comparable sectors. ● The average closing share price inǾ2017 was €27.29. ● The amount recognized in respect ofǾ2017, in accordance with the method indicated in NoteǾ1.16 “Share-based Payment”, was €165.82Ǿthousand. This current expense relating to the valuation of services provided by beneficiaries in exchange for not granting stock options was recognized in the income statement. No non-recurring expenses were recognized in relation to the cost of services rendered by employees benefiting from share subscription options whose right to exercise their options was maintained despite their departure from the Group inǾ2017.

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AXWAY - 2017 REGISTRATION DOCUMENT

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