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

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

(c) award bonus shares under the scheme provided for under ArticlesǾL.Ǿ225-197-1 et seq. of the French Commercial Code to employees and qualifying corporate officers, or to certain categories among them, of the Company and/or of companies and economic interest groups associated with it under the terms of ArticleǾL.Ǿ225-197-2 of the French Commercial Code and, more generally, to award ordinary Company shares to those employees and corporate officers; (d) retain ordinary shares in the Company that are bought back for subsequent exchange or use as consideration in acquisitions, in line with market practices permitted by the Autorité des marchés financiers ; (e) deliver shares upon exercise of rights attaching to securities giving entitlement by means of conversion, exercise, redemption, exchange, presentation of a warrant or by any other means, immediately or in the future, to the allocation of Company shares as well as carrying out any transactions required to cover the Company’s obligations with respect to these securities, in compliance with stock market regulations and as and when decided by the Board of Directors or any person acting on the instructions of the Board of Directors; (f) enable market making in ordinary shares via an investment services provider under a market-making agreement that complies with the AMAFI Code of Ethics, in line with market practices permitted by the Autorité des marchés financiers , it being noted that the number of ordinary shares bought back in this respect shall, for the purposes of calculating the 10% limit, equal the number of ordinary shares bought back, less the number of ordinary shares sold during the period of this authorization; (g) cancel all or some of the ordinary shares bought back, so long as the Board of Directors has a valid authorization from the Extraordinary Shareholders’ Meeting allowing it to reduce the share capital by cancelling ordinary shares bought back under an ordinary share buyback program.

However, the Company could not use this resolution and continue with its buyback program in compliance with legal and regulatory provisions (and, in particular, the provisions of ArticlesǾ231-1 et seq. of the General Regulation of the Autorité des marchés financiers ) during a public tender offer or public exchange offer made by the Company. Pursuant to the provisions of ArticleǾL.Ǿ225-211 of the French Commercial Code, the Company sets out the terms of exercise of the share buyback program over the past fiscal year. In the fiscal year ended 31ǾDecember 2017, this share buyback program was exclusively used for the purposes of the market- making agreement designed to facilitate a secondary market in and ensure the liquidity of the Company’s shares via an investment services provider. From 10Ǿ June 2011 and for 12-month periods subject to tacit renewal, the Company entrusted Kepler Capital Markets with the implementation of this market-making agreement in accordance with the various resolutions approved by the General Shareholders’ Meetings. Under this agreement, Kepler Capital Markets traded on behalf of Axway Software on the stock market in order to ensure trading liquidity and stock price stability and thereby avoid price fluctuations not justified by underlying market trends. On 31ǾDecember 2017, Kepler Capital Markets held €584,955 in cash and 27,855ǾAxway Software shares on behalf of Axway Software. The Company set aside €1Ǿmillion for the implementation of this agreement. This agreement complies with the Code of Ethics drawn up by the Association française des marchés financiers dated 23ǾSeptember 2008 and approved by the AMF by decision of 1ǾOctober 2008. NoteǾthat the implementation of the market- making agreement was decided upon in the framework of the authorization granted by the Combined General Meeting of 6ǾJune 2017. On 19ǾApril 2018, the Board of Directors resolved to ask the General Meeting of 6ǾJune 2018 to renew this authorization (see ChapterǾ8 “Resolutions”).

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AXWAY - 2017 REGISTRATION DOCUMENT