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

Statutory Auditors’ report on the consolidated financial statements

IV Verification of the disclosures made concerning the Group in the management report

We have no comments to make on the fairness and consistency with the consolidated financial statements.

We also performed the specific procedures in accordance with professional standards applicable in France and required by law in relation to the information relating to the Group provided in the management report by the Board of Directors.

V Disclosures required under other legal and regulatory obligations Appointment of the Statutory Auditors

At 31 December 2017, Auditeurs et Conseil Associés – ACA Nexia and Mazars had held office as auditors for 17 continuous years, of which seven years since the Company’s securities were admitted for trading on a regulated market.

Both Auditeurs et Conseil Associés – ACA Nexia and Mazars were appointed Statutory Auditors to Axway Software by the General Meeting of 18 December 2000.

VI Responsibilities of management and of the persons comprising the corporate governance for purposes of the consolidated financial statements

The management is responsible for drawing up the consolidated financial statements so as to provide a true and fair view in compliance with IFRS as adopted by the European Union, and for implementing the internal control system it considers necessary for drawing up consolidated financial statements that are free from material misstatement, whether arising from fraud or from error. When drawing up the consolidated financial statements, it is the management’s task to assess the company's ability to continue as a going concern, to present in those financial statements any necessary information concerning business continuity, and to

apply the accounting convention of going concern unless it is intended to liquidate the company or discontinue its operations. The Audit Committee’s task is to monitor the process for preparing financial information and the effectiveness of the internal control and risk management systems and, where applicable, the internal audit system regarding the procedures for preparing and processing accounting and financial information. These consolidated financial statements have been approved by the Board of Directors.

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VII Responsibilities of the Statutory Auditors in auditing the consolidated financial statements Audit aim and approach

As stipulated in Article L. 823-10-1 of the French Commercial Code, our task of certifying the financial statements does not consist of guaranteeing your company's viability or the quality of its management. At every stage in the conduct of an audit in accordance with the professional standards applicable in France, a Statutory Auditor exercises his or her professional judgment. In addition: ● the auditor identifies and assesses the risks of the consolidated financial statements containing significant anomalies whether arising from fraud or due to error, defines and implements audit procedures in response to those risks, and gathers evidence he or she considers a sufficient and appropriate basis for formulating his or her opinion. The risk of not detecting a significant anomaly arising from fraud is higher than for a significant anomaly due to error, since fraud may involve collusion, falsification, deliberate omissions, false statements or the circumvention of internal control;

It is our task to report on the consolidated financial statements. We seek to obtain reasonable assurance that the consolidated financial statements as a whole are free from material misstatement. Reasonable assurance means a high degree of assurance, although it does not guarantee that an audit conducted to professional standards will invariably detect every significant anomaly. Anomalies may arise from fraud or from error, and are considered significant when they can reasonably be expected, individually or in combination, to influence business decisions made by users of the financial statements, based on those statements.

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AXWAY - 2017 REGISTRATION DOCUMENT