AXWAY_REGISTRATION_DOCUMENT_2017

AXWAY GROUP AND ITS BUSINESS ACTIVITIES Dividend

CORPORATE RESPONSIBILITY

CORPORATE GOVERNANCE

CONSOLIDATED FINANCIAL STATEMENTS

2017 ANNUAL FINANCIAL STATEMENTS

CAPITAL AND AXWAY SOFTWARE STOCK

INFORMATIONS ADMINISTRATIVES ETbJURIDIQUES

COMBINED GENERAL MEETING OFb6bJUNEb2018

6.10 Dividend

The Board of Directors of Axway, in its meeting of 14ǾFebruary 2018, resolved to propose to the upcoming General Meeting to pay a dividend of €0.20 per share.

6.11 Information on takeover bids pursuant toǾArticleǾL.Ǿ225-37-5 ofǾtheǾFrench Commercial Code

1. The Company’s capital structure is set out in ChapterǾ6, SectionǾ2 of the Registration Document. 2. There are no restrictions in the Articles of Association on the transfer of shares, which are freely transferable, except where provided otherwise under applicable laws or regulations (ArticleǾ11 of the Articles of Association). The Company and the markets have been informed of the shareholders’ agreement put into place between shareholders acting in concert with respect to the Company. The content of the information available to the Company is detailed in ChapterǾ6, SectionǾ6.2 of this Registration Document, in accordance with ArticleǾL.Ǿ233-11 of the French Commercial Code. 3. Any direct or indirect equity investments in the Company’s share capital of which the latter has been informed pursuant to ArticlesǾL.Ǿ233-7 and L. 233-12 are set out in ChapterǾ6, SectionǾ2 of the Registration Document. 4. In accordance with the provisions of ArticleǾ31 (see ChapterǾ7, SectionǾ3 of this Registration Document) of the Articles of Association, any shares held in registered form by the same shareholder for at least two (2) years have a double voting right. With this proviso, there are no special controlling rights under ArticleǾL.Ǿ225-100-3, paragraphǾ4, of the French Commercial Code. 5. There is no control mechanism provided under an employee share ownership scheme. 6. Agreements between shareholders of which the Company is aware and that may result in restrictions on share transfers and the exercise of voting rights can be found in ChapterǾ7, SectionǾ2 of the Registration Document.

7. The rules applicable to the appointment and replacement of the members of the Board of Directors comply with applicable legal and regulatory requirements and are set out in ArticleǾ14 of the Articles of Association. The Articles of Association may be modified by the Company in accordance with applicable legal and regulatory provisions. 8. The powers of the Board of Directors are set out in ArticleǾ17 of the Articles of Association. “The Board of Directors determines the overall business strategy of the Company and supervises its implementation. It examines any and all matters related to the efficiency and effectiveness of business operations and reaches decisions about any and all issues concerning the Company, within the limits of the corporate purpose and except for those matters which, by law, can only be decided on by the shareholders in a General Shareholders’ Meeting.” Moreover, the Board of Directors has the delegated powers set out in ChapterǾ6, SectionǾ5 of this Registration Document. 9. The agreements entered into by the Company that could be amended or terminated in the event of a change in control of the Company mainly concern the syndicated credit facilities arranged on 25ǾJuly 2014. 10. There are no agreements providing for the payment of compensation to members of the Board of Directors or employees upon resignation or dismissal without just cause or should their employment contracts be terminated following a public tender offer.

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AXWAY - 2017 REGISTRATION DOCUMENT

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