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 annual financial statements 2017

2.3 Shareholders’ equity

Share capital Axway Software’s share capital was €42,420,462 as at 31ǾDecember 2017. It comprised 21,210,231Ǿshares, each with a nominal value of €2. The number of shares issued during this fiscal year totaled 189,192. The Company held 27,855Ǿtreasury shares.

Statement of changes in equity

Premiums issuance premium Reserve legal

Reserves discretionary

Net profit for the year

Provisions tax-driven

Carried forward

Share Capital

Total

(in thousands of euros)

Position at 1ǾJanuary 2017 Appropriation ofb2016 earnings

42,042 108,003

4,155 59,589 10,881

- - - - - - - -

-5 224,666

- -

- -

49

2,419 -10,881

5

-8,408

Additional earnings

-

-

-

-60

-60

Depr. and amort. Intellectual property

- -

- -

- - - -

- - - -

- - -

- - - -

- -

Bonus shares Plan

Option exercise

378

2,772

3,150

Profit (loss) for the period

-

-

16,983

16,983

Position at 31ǾDecember 2017

42,420 110,775

4,204 62,008 16,983

-60 236,331

The amount of dividends paid inǾ2017 was €8,408Ǿthousand. During the course ofǾ2017, options were exercised, and led to the creation of 189,192 shares. An issuance premium was recognized for €2,772Ǿthousand.

5

Share subscription option plans

Position as at 31/12/2017

Changes in the period, numberbofboptions:

Initial position

Option exercise period Position at 1 January

Number ofboptions

Exercise price Start date Expiry date

Number ofboptions

Exercise price awarded cancelled exercised

Number ofboptions

Exercise price

Grant date

PLAN No. 3 - 2011 stock option plan, maximum issue of 1,033,111 shares* 18/11/2011 516,175 €14.90 18/05/2014 18/11/2019 144,198 €14.90 18/11/2011 516,175 €14.90 18/11/2016 18/11/2019 182,444 €14.90 28/03/2013 131,250 €15.90 28/09/2015 28/03/2021 26,750 €15.90 28/03/2013 131,250 €15.90 28/03/2018 28/03/2021 54,750 €15.90

- - -

-1,750 -59,648 82,800 €14.90 -2,750 -72,544 107,150 €14.90 - -11,000 15,750 €15.90

- -12,250

- 42,500 €15.90

03/01/2014 03/01/2014

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

-

- -46,000

- €21.86 - €21.86

- -50,000

-

Total

1,394,850

504,142

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

Total plan assets

1,394,850

504,142

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

* Increased to 1,295,611 following an amendment in June 2013.

● 189,192 share subscription options were exercised during fiscal yearǾ2017. ● 66,750 share subscription options were cancelled inǾ2017 following the departure of the holders. ● At 31ǾDecember 2017, 248,200Ǿoptions remained in circulation from awards made inǾ2011 and 2013, all potentially dilutive to the current value of shares.

● No options were awarded under Plans No.Ǿ1 and No.Ǿ2. ● The fair values of the share subscription options awarded under Plan No.Ǿ1 and Plan No.Ǿ2 were determined using the binominal model recommended by IFRSǾ2.

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AXWAY - 2017 REGISTRATION DOCUMENT