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

Authorization granted to the Board of Directors to increase the amount of the initial issuance, in the case of the issuance of ordinary shares or securities giving access to ordinary shares with or without preferential subscription rights, decided inbapplication of the 14 th , 15 th , 16 th bresolutions (17 th bresolution)

Date of General Shareholders’ Meeting granting the powers

6bJune 2017 26 months 5bAugust 2019

Duration of powers and expiry date

Expiry date

Limit of the ceilings respectively provided by the 14 th , 15 th and 16 th bresolutions

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

Delegation of authority granted to the Board of Directors for the purpose of issuing ordinary shares and/or securities giving access to ordinary shares as consideration for contributions in kind accorded to the Company and consisting ofbequity securities or securities giving access to the share capital, outside of a public exchange offer (18 th bresolution)

6bJune 2017 26 months 5bAugust 2019

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)

10% of the share capital (1)

-

Remaining balance

10% of the share capital (1)

(1) This amount is deducted from the threshold set in the 20 th resolution of the Combined General Meeting of 6bJune 2017.

Authorization granted to the Board of Directors with to set the issue price of the ordinary shares or of any securities giving access to ordinary shares without preferential subscription rights, within an annual limit of 10% of the share capital perbyear (19 th bresolution)

6bJune 2017 26 months 5bAugust 2019

Duration of powers and expiry date

Expiry date

10% of the share capital per twelve (12) month period as well as the ceiling set forth in the 20 th bresolution from which it is deducted

Scope of powers

Use made of these powers during the fiscal year

-

10% of the share capital per twelve (12) month period as well as the ceiling set forth in the 20 th bresolution from which it is deducted

Remaining balance

212

AXWAY - 2017 REGISTRATION DOCUMENT

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