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

14.2 Commitments given related to recurring operations

31/12/2017

31/12/2016

31/12/2015

(in thousands of euros)

Discounted notes not yet due

-

-

-

Bank guarantees/deposits on leased premises Bank guarantees for effective project completion

328

328

328

-

-

-

Other guarantees

125 177 417

117 177 474

91

Collateral, guarantees, mortgages and sureties Severance pay for termination of CEO’s duties

177 459

Total

1,047

1,096

1,055

14.3 Covenants Three financial ratios must be met under covenants entered into with partner banking establishments. These ratios are: ● “Net debt/EBITDA” ratio of below 3.0 from the signing date until 30ǾJune 2018 and below 2.5 from 31ǾDecember 2018 and 2.0 from 31ǾDecember 2020. This ratio was 0.47 at 31ǾDecember 2017; ● the ratio of “EBITDA to financial expenses” remaining above 5.0 throughout the term of the loan. This ratio was 40.19 at 31ǾDecember 2017; ● “Net debt/shareholders’ equity” ratio below 1.0 throughout the term of the loan. This ratio was 0.06 at 31ǾDecember 2017.

At 31ǾDecember 2017, the Group complied with all the covenants and commitments included in this contract. NoteǾthat the net financial debt figure used in the calculations does not include employee profit-sharing liabilities. 14.4 Contingent liabilities No contingent liabilities had to be taken into consideration. 14.5 Pledges, guarantees and surety No pledge, guarantee or surety had been granted by Axway at 31ǾDecember 2017.

NoteǾ15 Events after the reporting period During its meeting on 6 April 2018, Axway's Board of Directors resolved to end Jean-Marc Lazzari's term of office as CEO and replace him with Patrick Donovan.

162

AXWAY - 2017 REGISTRATION DOCUMENT

www.axway.com