AXWAY_REGISTRATION_DOCUMENT_2017

CORPORATE GOVERNANCE AXWAY GROUP AND ITS BUSINESS ACTIVITIES Statutory Auditors’ report on the annual financial statements CORPORATE RESPONSIBILITY

CONSOLIDATED FINANCIAL STATEMENTS

2017 ANNUAL FINANCIAL STATEMENTS

CAPITAL AND AXWAY SOFTWARE STOCK

INFORMATIONS ADMINISTRATIVES ETbJURIDIQUES

COMBINED GENERAL MEETING OFb6bJUNEb2018

5.4 Statutory Auditors’ report on the annual financial statements

To the General Meeting of Axway Software,

I Opinion In fulfillment of the assignment entrusted to us by your General Meeting, we audited the annual financial statements of Axway Software for the year ended 31 December 2017, as attached to this report. In our opinion, the financial statements give a true and fair view of the state of the financial position and the assets and liabilities

of the Company and of the results of operations for the year just ended, in accordance with French accounting policies. The opinion formulated above is consistent with the content of our report to the Audit Committee.

II Basis for our opinion Auditing standards

Independence We conducted our audit in compliance with the rules of independence applicable to us, from1 January 2017 to the date of issue of our report and, in particular, we have not supplied services prohibited under Article 5, paragraph 1 of Regulation (EU) No. 537/2014 or under the code of ethics governing the Statutory Auditors’ profession. Observation Without calling into question the opinion expressed above, we would like to draw your attention to Note 1.2 to the annual financial statements, which outlines the change in accounting policy implementing ANC regulation No. 2015-05. Measurement of business goodwill (Notes 1.2 and 2.1 to the annual financial statements) Risk identified At 31 December 2017, business goodwill of €36.9 million was recognized in the balance sheet. The assets involved are not systematically amortized but are tested for impairment at each year-end and whenever there is an indication of an impairment loss, as stated in Note 1.2 to the annual financial statements. Impairment is recognized if the net carrying amount of the business goodwill is greater than its present value, which corresponds to the higher of the market value and value-in-use.

We performed our audit in accordance with professional standards applicable in France. We believe that the evidence we have been able to gather provides a sufficient and appropriate basis to express our audit opinion. The responsibilities incumbent upon us under those standards are set out in the section entitled “Responsibilities of the Statutory Auditors in auditing the annual financial statements” in this report.

III Justification for assessments – Key audit points Pursuant to Articles L. 823-9 and R. 823-7 of the French Commercial Code concerning the justification for our assessments, we draw your attention to the key audit points relating to risks of material misstatement which, in our professional judgment, were the most significant in the audit of the annual financial statements for the fiscal year, and our responses to those risks.

These assessments form part of our approach in auditing the annual financial statements as a whole, and thus contribute to the formulation of our opinion as expressed earlier in this report. We express no opinion on items in these annual financial statements taken individually.

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AXWAY - 2017 REGISTRATION DOCUMENT

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