AXWAY_REGISTRATION_DOCUMENT_2017

AXWAY GROUP AND ITS BUSINESS ACTIVITIES Explanatory statement

CORPORATE RESPONSIBILITY

CORPORATE GOVERNANCE

CONSOLIDATED FINANCIAL STATEMENTS

2017 ANNUAL FINANCIAL STATEMENTS

CAPITAL AND AXWAY SOFTWARE STOCK

INFORMATIONS ADMINISTRATIVES ETbJURIDIQUES

COMBINED GENERAL MEETING OFb6bJUNEb2018

8.1 Explanatory statement

Dear shareholders,

We wish to hold a Combined General Meeting on 6ǾJune 2018, for the purposes of presenting to you the consolidated and parent company financial statements for the fiscal year ended on 31ǾDecember 2017, on the one hand, and to submit a certain number of resolutions for your approval, on the other hand, the content of which will be specified below. Within the framework of the approval of the consolidated and parent company financial statements closed on 31ǾDecember

2017, we are presenting to you the annual management report, incorporated into the Registration Document filed with the AMF. The present Board of Directors’ report has as its purpose to explain the contents of the resolutions submitted for your approval, and to indicate to you the vote that is recommended by the Company’s Board of Directors.

1. Approval of the consolidated and parent company financial statements, appropriation of earnings (1 st to 3 rd bresolutions) In light of the Statutory Auditors’ reports and of the Board of Director’s management report, we propose that you: Group share – of €4, 404,243 and the transactions reflected in those financial statements and/or summarized in those reports (2 nd Ǿresolution);Ǿand

● approve the annual financial statements for the fiscal year ended 31Ǿ December 2017 (as well as non-tax deductible expenses and charges), which show a profit of €16,983,589.86, and approve the transactions reflected in those financial statements and/or summarized in those reports, (1 st Ǿresolution); ● approve the consolidated financial statements for the year ended 31ǾDecember 2017, showing consolidated net profit –

● approve the appropriation of earnings and the proposed dividend per share. In that regard, we note that the total amount of dividends distributed may be adjusted depending on (i)Ǿnew shares that may be issued upon exercise of stock options or if bonus shares are awarded and (ii)Ǿbonus shares (3 rd Ǿresolution).

2. Reappointment of Pierre-Yves Commanay as director (4 th bresolution)

The Board reminded shareholders that Pierre-Yves Commanay’s term of office as director had expired. The Board proposed that shareholders vote to renew this term of office on the basis of the work already accomplished by this director. He has demonstrated great deal of involvement in the work of the Board of Directors as well as in the various committees and has thorough knowledge of the Company’s business sector. For information, his detailed biography is as follows: Pierre-Yves Commanay has been a member of the Board of Directors since 4ǾJune 2014.

Pierre-Yves Commanay is a Senior Manager in the Sopra Steria Group, where he has been Head of international development since early 2011. He has also had previous roles within the Group, which he joined inǾ1991. In particular, he served as Chief Executive Officer of the subsidiary, Sopra Group UK, fromǾ2009 toǾ2012 and, prior to that, he was Industrial Director of Sopra Group India Pvt. Ltd. He is a graduate of the University of Lyon (with a DESS postgraduate diploma in Business Studies) and the University of Savoie (a Master’s degree in Information Technology).

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AXWAY - 2017 REGISTRATION DOCUMENT

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