AXWAY_REGISTRATION_DOCUMENT_2017

2017 ANNUAL FINANCIAL STATEMENTS AXWAY GROUP AND ITS BUSINESS ACTIVITIES Issuance authorizations given to the Board ofbDirectors of Axway – delegations granted bybthe General Meetings CONSOLIDATED FINANCIAL STATEMENTS CORPORATE GOVERNANCE CORPORATE RESPONSIBILITY

CAPITAL AND AXWAY SOFTWARE STOCK

INFORMATIONS ADMINISTRATIVES ETbJURIDIQUES

COMBINED GENERAL MEETING OFb6bJUNEb2018

II. Delegations of authority granted by the 6bJune 2017 Combined General Meeting

Authorization granted to the Board of Directors for purposes of buying ordinary shares of the Company (11 th bresolution)

Date of General Shareholders’ Meeting granting the powers

6bJune 2017 18 months

Duration of powers and expiry date

Expiry date

5bDecember 2018(1)

10% of the total number of ordinary shares on the date of the share buybacks, for an amount not exceeding €98,798,841 and, in any event, abtheoretical maximum of 2,121,040 ordinary shares

Scope of powers

Use made of these powers during the fiscal year (in euros)

€584,944

9.9% of the total number of ordinary shares on the date of the share buybacks, for an amount not exceeding €98,798,841 and, in any event, abtheoretical maximum of 2,121,040 ordinary shares

Remaining balance

Authorization granted to the Board of Directors to cancel the shares acquired by the Company in the context of the share buyback program; corresponding reduction in the share capital (12 th bresolution)

6bJune 2017 24 months 5bJune 2019

Duration of powers and expiry date

Expiry date

10% of the share capital, subject to the fact that such percentage is applied to the share capital adjusted on the basis of transactions affecting it after the date of the Combined General Meeting ofb6bJuneb2017 10% of the share capital, subject to the fact that such percentage is applied to the share capital adjusted on the basis of transactions affecting it after the date of the Combined General Meeting ofb6bJuneb2017 -

Scope of powers

Use made of these powers during the fiscal year (in euros)

Remaining balance

Delegation of authority granted to the Board of Directors to increase the share capital through the capitalization ofbreserves, profits, share premiums or other items (13 th bresolution)

6bJune 2017 26 months 6bAugust 2019 20,000,000 (1)

Duration of powers and expiry date

Expiry date

Total amount for which powers are delegated (in euros) Use made of these powers during the fiscal year (in euros)

-

Remaining balance 20,000,000 (1) This threshold is independent and separate from the capital increase thresholds potentially arising from the issue of ordinary shares or securities giving access to the share capital authorized by the other resolutions and limited by the 17 th bresolution of the Combined General Meeting of 6bJune 2017.

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AXWAY - 2017 REGISTRATION DOCUMENT

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