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

Current ownership

6.2.1 Recent transactions − Share ownership thresholds It will be recalled that the Company’s shareholders are subject to the laws and regulations in force in matters of making a declaration when share ownership thresholds are exceeded, and in matters of intention. The Company has, however, taken care to supplement the legal mechanism by adding a clause to the Articles of Association stipulating that “Any shareholder whose ownership interest in the share capital crosses the thresholds of three or four percent of the share capital is required to so inform the Company, in the same forms and following the same calculations as those set forth by law for equity investments which exceed that of the share capital” (ArticleǾ28 of the Articles of Association).

In a statement issued on 30ǾMay 2017, Caravelle announced that it had exceeded the threshold of 15% of the Company’s voting rights. This statement was issued for sake of compliance. In its statement, Caravelle disclosed that this threshold crossing arises from a transaction performed by Sopra Steria during the acquisition of the Géninfo shares inǾ2016. This threshold crossing resulted automatically from the abolition of the double voting rights on the shares sold by Géninfo to Sopra Steria. This threshold crossing did not require any movement of funds. Caravelle has no plans either to purchase shares in the Company or to control it.

6.2.2 Approximate number of shareholders At 31ǾDecember 2017, Axway Software had 815Ǿshareholders who owned 15,010,708Ǿregistered shares and 27,966,632Ǿattached voting rights out of a total of 21,210,231Ǿshares making up the share capital, and 34,329,613Ǿtotal voting rights. The figures given

are calculated by difference on the basis of the table presenting the current ownership as of 31ǾDecember 2017. On the basis of the most recent data available to the Company, the total number of Axway Software shareholders can be estimated at around 2,000.

6.2.3 Shareholders’ agreements notified to the stock market authorities

Sopra Steria GroupǾ SA and Sopra GMT – the lead holding company of Sopra Steria GroupǾSA and Axway – act in concert with respect to Axway with the Pasquier family, the Odin family, Sopra Développement and the Managers, by virtue of the amendment of 27ǾApril 2011 to the shareholders’ agreement signed on 7ǾDecember 2009 with regard to Sopra (now Sopra Steria Group), such that the provisions of said agreement were extended for the same period in order to encompass the Company’s shares. With respect to the Company this means: ● an undertaking by the parties to act in concert so as to implement shared policies and, in general, to approve any major decisions; ● an undertaking by the parties to act in concert in connection with the appointment and reappointment of members of the Company’s management bodies, by which the senior managers agree to facilitate the appointment of any individuals proposed by the Pasquier and Odin family Groups and Sopra GMT; ● an undertaking by the parties to act in concert in connection with any proposed acquisition or disposal of more than 0.20% of the share capital or voting rights of the Company;

● an undertaking by the parties to act in concert in order to adopt a shared strategy in the event of a public tender offer for the Company’s shares; ● a preferential right granted to the Pasquier and Odin family Groups, Sopra GMT and Sopra Développement in the event of any disposal (i)Ǿby a senior Company manager of Company shares (right of first refusal for Sopra GMT, right of second refusal for the Pasquier family Group, right of third refusal for the Odin family Group, right of fourth refusal for Sopra Développement) or (ii)Ǿby Sopra Développement of Company shares (right of first refusal for Sopra GMT, right of second refusal for the Pasquier family Group, right of third refusal for the Odin family Group). The exercise price for the preemptive right shall equal (x) the price agreed by the transferor and the transferee in the event of an off-market sale, (y) the average share price over the ten trading days preceding the announcement of the disposal in the event of a sale on the market, and (z) in all other cases, the transaction value of the shares. An amendment No.Ǿ2 of 14ǾDecember 2012 to the aforementioned shareholders’ agreement of 7ǾDecember 2009 has also been signed. This amendment No.Ǿ2 has no effect on the Company insofar as Sopra Executives Investments does not hold any shares in the Company.

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AXWAY - 2017 REGISTRATION DOCUMENT