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

Issuance authorizations given to the Board ofbDirectors of Axway – delegations granted bybthe General Meetings

Delegation of authority granted to the Board of Directors to increase the share capital through the issue of ordinary shares and/or securities giving access to share capital with preferential subscription rights and/or of securities giving a right tobthe allocation of debt securities (14 th bresolution)

Date of General Meeting granting the powers

6bJune 2017 26 months 5bAugust 2019

Duration of powers and expiry date

Expiry date

20,000,000 200,000,000 (1) (debt securities)

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

-

20,000,000 200,000,000

Remaining balance

(1) This ceiling covers all debt securities that may be issued under this resolution and the 15 th , 16 th , 18 th , 19 th and 20 th bresolutions.

Delegation of authority given to the Board of Directors to increase the share capital through the issuance of ordinary shares and/or securities giving access to ordinary shares, without preferential subscription rights and/or of securities giving a right to the allocation of debt securities by private placement (15 th bresolution)

6bJune 2017 26 months 5bAugust 2019

Duration of powers and expiry date

Expiry date

10,000,000 (1) 100,000,000 (2) (debt securities)

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

-

10,000,000 100,000,000

Remaining balance

(1) This amount is deducted from the nominal capital increase threshold set in the 20 th bresolution of the Combined General Meeting of 6bJune 2017. (2) This amount is deducted from the maximum nominal amount of debt securities set in the 17 th bresolution of the Combined General Meeting of 6bJune 2017.

Delegation of authority granted to the Board of Directors to increase the share capital through the issuance of new shares and/or securities giving access to ordinary shares, without preferential subscription rights, as part of a public offering (16 th bresolution)

6bJune 2017 26 months 5bAugust 2019

6

Duration of powers and expiry date

Expiry date

20,000,000 (1) 200,000,000 (2) (debt securities)

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

-

20,000,000 200,000,000

Remaining balance

(1) This amount is deducted from the nominal capital increase threshold set in the 20 th bresolution of the Combined General Meeting of 6bJune 2017. (2) This amount is deducted from the maximum nominal amount of debt securities set in the 20 th bresolution of the Combined General Meeting of 6bJune 2017.

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AXWAY - 2017 REGISTRATION DOCUMENT