AXWAY_REGISTRATION_DOCUMENT_2017

CORPORATE GOVERNANCE AXWAY GROUP AND ITS BUSINESS ACTIVITIES Shares held by the Company or on its behalf − share buyback program CORPORATE RESPONSIBILITY

CONSOLIDATED FINANCIAL STATEMENTS

2017 ANNUAL FINANCIAL STATEMENTS

CAPITAL AND AXWAY SOFTWARE STOCK

INFORMATIONS ADMINISTRATIVES ETbJURIDIQUES

COMBINED GENERAL MEETING OFb6bJUNEb2018

Number of shares

Contributions

Capital following transaction (in euros) 41,602,362 41,604,362 41,609,362 41,625,012 41,639,612 41,642,612 41,647,612 41,697,812 42,042,078 42,143,712 42,164,408 42,271,252 42,303,522 42,327,522 42,375,412 42,392,412 42,384,412 42,405,212 42,407,212 42,420,462

Premiums or reserves

Nominal value

Nominal value

Date

Description

Created

Total

04/2016 05/2016 06/2016 07/2016 08/2016 09/2016 10/2016 11/2016 12/2016 01/2017 02/2017 03/2017 04/2017 05/2017 06/2017 07/2017 08/2017 09/2017 10/2017 12/2017

Capital increase by exercises of options Capital increase by exercises of options Capital increase by exercises of options Capital increase by exercises of options Capital increase by exercises of options Capital increase by exercises of options Capital increase by exercises of options Capital increase by exercises of options Capital increase by exercises of options Capital increase by exercises of options Capital increase by exercises of options Capital increase by exercises of options Capital increase by exercises of options Capital increase by exercises of options Capital increase by exercises of options Capital increase by exercises of options Capital increase by exercises of options Capital increase by exercises of options Capital increase by exercises of options Capital increase by exercises of options

€2 €2 €2 €2 €2 €2 €2

1,500 20,801,181 1,000 20,802,181 2,500 20,804,681 7,825 20,812,506 7,300 20,819,806 1,500 20,821,306 2,500 20,823,806

€2 25,100 20,848,906 €2 172,133 21,021,039 €2 50,817 21,071,856 €2 10,348 21,082,204 €2 53,422 21,135,626 €2 16,136 21,151,761 €2 12,000 21,163,761 €2 23,945 21,187,706

€2 €2

3,500 21,191,206 1,000 21,192,206

€2 10,400 21,202,606

€2 €2

1,000 21,203,606 6,625 21,210,231

6.4 Shares held by the Company or on its behalf − share buyback program

The Combined General Meeting of 6ǾJune 2017 authorized the Board of Directors to implement a Company share buyback program, pursuant to the provisions of ArticleǾL.Ǿ225-209 of the French Commercial Code and in accordance with the General Regulation of the AMF. No more than €98,798,841, excluding acquisition costs, may be allocated to this share buyback program for a maximum of 2,102,104Ǿshares. It was also decided that the Company may not directly or indirectly hold over 10% of its share capital. The authorization to establish the share buyback program was given to the Board of Directors for a period of 18 months from the date of the Combined General Meeting of 6ǾJune 2017.

This authorization is meant to enable the Company to achieve the following objectives: (a) cover Company share purchase option plans benefiting (some or all) employees and/or (some or all) qualifying corporate officers of the Company and of companies or groupings that are or will be associated with it as per the terms and conditions of ArticleǾL.Ǿ225-180 of the French Commercial Code; (b) award ordinary shares to qualifying corporate officers, employees and former employees, or certain categories thereof, of the Company or of the Group under profit sharing schemes or a company savings plan in accordance with the law;

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AXWAY - 2017 REGISTRATION DOCUMENT

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