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

Overall limit of the issuance authorizations, with or without preferential subscription rights (20 th bresolution)

6bJune 2017 26 months 5bAugust 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) Overall amount of the nominal maximum of share capital increases which can be decided on the basis of the 14 th , 15 th , 16 th , 17 th , 18 th , 19 th and 21 st bresolutions of the Combined General Meeting of 6bJune 2017.

Authorization given to the Board of Directors to proceed, to the benefit of employees and corporate officers ofbthebCompany or of its group, with the issuance of warrants for the subscription and/or acquisition of redeemable shares (BSAAR), without preferential subscription rights for shareholders (21 th bresolution)

6bJune 2017 18 months

Duration of powers and expiry date

Expiry date

5bDecember 2018

1% of the Company’s capital as of the date on which the Board ofbDirectors makes its decision (1)

Scope of powers

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

-

1% of the Company’s capital as of the date on which the Board ofbDirectors makes its decision

Remaining balance

Authorization granted to the Board of Directors to increase the share capital by issuing ordinary shares reserved for Axway Group employees who are members of a company savings plan (22 nd bresolution)

6bJune 2017 26 months 5bAugust 2019

Duration of powers and expiry date

Expiry date

3% of the share capital at the date of the General Shareholders’ Meeting, i.e. 618,075 (1)

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

6

-

Remaining balance 618,075 (1) This threshold is independent and separate from the capital increase thresholds potentially arising from the issuance of ordinary shares or securities giving access to share capital authorized by the other resolutions of the Combined General Meeting of 6bJune 2017.

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AXWAY - 2017 REGISTRATION DOCUMENT