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

Proposed resolutions

The amount of dividends distributed over the three prior fiscal years is indicated below, along with the amount of earnings distributed over those fiscal years that was eligible for the deduction provided for under ArticleǾ158-3-2° of the French Tax Code and the corresponding amount of distributed earnings not eligible for said deduction:

Distributed earnings eligible for the deduction under Articleb158-3-2° of the French General Tax Code

Other distributed earningsbper share (in euros)

Distributed earnings ineligible for the deduction (in euros)

FY

Dividend per share

2016

0.40 0.40 0.40

0 0 0

0 0 0

FY 2015 FY 2014

Fourth resolution

Seventh resolution

Reappointment of Pierre-Yves Commanay as director The General Meeting, having fulfilled the quorum and majority requirements for Ordinary General Meetings, and having reviewed the Board of Directors’ report, notes that Pierre-Yves Commanay’s term of office as a director will expire at the close of this General Meeting and consequently decides to reappoint Pierre-Yves Commanay as director for a term of four (4) years, which will expire at the end of the General Meeting called to approve the financial statements for the fiscal year ending 31ǾDecember 2021.

Approval of the OEM Agreement between Axway SoftwarebSA and Sopra Banking The General Meeting, having fulfilled the quorum and majority requirements for Ordinary General Meetings, and having heard the Statutory Auditors’ special report on regulated agreements and commitments falling under ArticlesǾL.Ǿ225-38 et seq. of the French Commercial Code, approves the signature and execution of the OEM agreement between Axway SoftwareǾSA and Sopra Banking. Approval of the conclusions of the Statutory Auditors’ special report on related-party agreements and commitments The General Meeting, having fulfilled the quorum and majority requirements for Ordinary General Meetings, and having listened to the reading of the special report of the Statutory Auditors on the agreements and commitments subject to ArticlesǾL.Ǿ225-38 et seq. of the French Commercial Code, approves the conclusions of the special report of the Statutory Auditors and the agreements and commitments mentioned therein. Eighth resolution

Fifth resolution

Appointment of Yann Metz-Pasquier as director The General Meeting, having fulfilled the quorum and majority requirements for Ordinary General Meetings, and having reviewed the Board of Directors’ report, appoints Yann Metz-Pasquier as director for a term of four (4) years, which will expire at the end of the General Meeting called to approve the financial statements for the fiscal year ending 31ǾDecember 2021.

Sixth resolution

Ninth resolution

Appointment of Marie-Hélène Rigal-Drogerys as director The General Meeting, having fulfilled the quorum and majority requirements for Ordinary General Meetings, and having reviewed the report of the Board of Directors, appoints Marie-Hélène Rigal- Drogerys as director for a period of four (4) years, which will expire at the end of the General Meeting called to approve the financial statements for the fiscal year ending 31ǾDecember 2021.

Determination of the directors’ fees to be allocated to members of the Board of Directors for the 2018 fiscal year The General Meeting, having fulfilled the quorum and majority requirements for Ordinary General Meetings, resolves to set at €302,000 the amount of directors’ fees to be allocated between the members of the Board of Directors for the current fiscal year.

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AXWAY - 2017 REGISTRATION DOCUMENT