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

Notes to the financial statements

12.4 Capital reserves

31/12/2017

31/12/2016

31/12/2015

Share issue, merger and contribution premium

116,840

112,924

109,038

Legal reserve

4,204

4,155

4,114

Total

121,044

117,079

113,152

The principal movements in fiscal yearǾ2017 were as follows: ● appropriation ofǾ 2016 earnings to the legal reserve: €49Ǿthousand; ● issuance premium related to the capital increase resulting from the exercise of 189,192Ǿshare subscription options: €2,772Ǿthousand; ● premium relating to the 2012, 2015, 2016 and 2017 bonus share plans and stock options still to be exercised: €1,144Ǿthousand. 12.5 Dividends The General Meeting of Axway Software held on 6ǾJune 2017 to approve the 2016 financial statements approved a dividend of €0.40 per share, representing a total of €8,468Ǿthousand. This dividend was paid on 15ǾJune 2017. It is proposed to the 2018 General Meeting to approve the 2017 financial statements to distribute a dividend of €0.20 per share, which, based on the number of shares outstanding at 31ǾDecember 2017, amounts to €4,242Ǿthousand. 12.6 Capital management objectives, policy and procedures The Company’s capital consists solely of the items disclosed in the balance sheet. There are no financial liabilities considered as components of capital and, conversely, there are no shareholders’ equity components not considered to be part of the Company’s capital. The Company does not operate under any external capital constraints, other than the net financial debt to equity ratio,

which, under the covenants stipulated in the syndication contract, must remain belowǾ1 throughout the loan period. The Company has entered into a market-making agreement to ensure the liquidity of transactions and regular trading of its shares, in order to avoid share price fluctuations that are not justified by market trends. The amount covered by the liquidity account enabling the intermediary to carry out transactions under the contract is €1.1Ǿmillion. All Axway shares held by the parent company are recognized at their acquisition cost, deducted from shareholders’ equity. Gains or losses on the disposal of treasury shares are added or deducted net of tax from consolidated reserves. 12.7 Earnings per share Earnings per share as stated in the income statement are calculated on the basis of the Group share in the net income as follows: ● basic earnings per share are based on the weighted-average number of shares in issue during the fiscal year, calculated according to the dates when the funds arising from cash share issues were received and, in respect of shares issued for contributions-in-kind via equity, the date on which the corresponding new Group companies were consolidated for the first time; ● diluted earnings per share are calculated by adjusting the Group share of net income and the weighted-average number of shares outstanding for the diluting effect of exercising share subscription option plans in force at the end of the fiscal year. The share buyback method has been applied at the market price, based on the average share price throughout the year.

4

2017

2016

2015

Net income − share attributable to owners of the parent company

4,404,244 21,161,851

31,476,576 20,816,835

27,855,864 20,639,417

Weighted average number of ordinary shares in issue

Basic earnings per share

0.21

1.51

1.35

159

AXWAY - 2017 REGISTRATION DOCUMENT