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

For measurements based on historic data:

● obtaining operating forecasts for the entities concerned and assessing their consistency with historic data, ● verifying the consistency of the assumptions made with the economic environment at the reporting date and at the date when the financial statements were drawn up, ● assessing the reasonableness of any other assumptions followed by management in determining the value-in-use of the equity investments, such as infinity growth rate or the discount rate.

● verifying that the shareholders’ equity used was consistent with the financial statements of entities for which audit or analytical procedures were performed, and that any adjustments made to such shareholders’ equity were based on firm documentary evidence, ● verifying the translation rates for any currencies used ;

● For measurements based on forecast data :

IV Verification of the management report and other documents for the attention of shareholders We also performed the other procedures required by law in accordance with professional standards applicable in France. V Information provided in the management report and in other documents for the attention of shareholders regarding the financial position and the annual financial statements

the information collected by your Company from companies controlling or controlled by it. On the basis of this work, we certify the accuracy and truthfulness of this information. Regarding the information concerning factors that your company considered likely to have an effect in the event of a public tender or exchange offer, as disclosed pursuant to Article L. 225-37-5 of the French Commercial Code, we checked its consistency with the documents from which it was derived, as communicated to us. On the basis of our work, we are satisfied as to the consistency of that information. Other information As required by law, we verified that the various items of information relating to the identity of the owners of the share capital or voting rights have been provided in the management report.

We are satisfied as to the fair presentation and consistency with the annual financial statements of the information provided in the management report by the Board of Directors and in the other documents addressed to shareholders concerning the financial position and the annual financial statements. Report on corporate governance We certify the existence, in the Board of Directors' report on corporate governance, of the information required under Articles L. 225-37-3 and L. 225-37-4 of the French Commercial Code. Regarding the information provided pursuant to the provisions of Article L. 225-37-3 of the French Commercial Code on compensation and benefits in kind paid to company officers as well as commitments granted in their favor, we have verified its consistency with the financial statements or with the data used to prepare these financial statements, and, as applicable, with

VI 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.

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AXWAY - 2017 REGISTRATION DOCUMENT

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