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

Comments on the 2017 annual financial statements of Axway SoftwarebSA

1.10 Comments on the 2017 annual financial statements of Axway SoftwareǾSA

1.10.1 Income statement

● Revenue for 2017 rose 0.8% in comparison with 2016. Revenue from non-Group customers fell by 12.3% (license -32.9%, maintenance -2.2%, service -15.2%, cloud +40.3%) while intragroup revenue rose 4.3% due to the implementation of a new transfer pricing policy. ● Operating profit amounted to (-)€1.2Ǿmillion inǾ2017, compared with (-)€3.8Ǿmillion inǾ2016. ● The decline in “Other operating income” concerns the 2016 reallocation of payroll expenses of €1.5Ǿmillion as reorganization costs and reversal of retirement provisions of €0.2Ǿmillion. ● The €2.3Ǿmillion decrease in purchases consumed relates to inter-company billing for R&D. ● Employee costs fell €5.4Ǿmillion due to a staff reduction. ● “Other operating expenses” rose €7Ǿmillion. This change was the result of a JanuaryǾ2017 seminar in the amount of €1.5Ǿmillion, and the modified transfer pricing for €5.7Ǿmillion.

● Depreciation, amortization, provisions and impairment fell €2.1Ǿmillion as accelerated depreciation for Cyclone IP ended inǾ2016. ● Net financial income dropped from €8.5Ǿmillion inǾ2016 to €7.6Ǿmillion inǾ2017. This change was attributable to a foreign exchange gain of €3.9Ǿmillion during conversion of the $45Ǿmillion credit line to euros, the increase in dividends received of €2.7Ǿmillion and by the establishment of a provision for unrealized foreign exchange losses of €6.3Ǿmillion. ● Pre-tax current profit rose from €4.7Ǿmillion inǾ 2016 to €6.4Ǿmillion inǾ2017. ● Exceptional income amounted to (-)€0.3Ǿmillion inǾ2017 versus (-)€2.0Ǿmillion inǾ2016. This decline was attributable to restructuring costs of €1.5Ǿmillion that appeared in the 2016 financial statements. ● There was no employee profit-sharing inǾ2017. The amount of €130Ǿthousand corresponds to an additional profit-sharing payment for 2016 that was paid in OctoberǾ2017. ● Net income amounted to €17.0Ǿ million inǾ 2017, versus €10.9Ǿmillion inǾ2016.

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1.10.2 Balance sheet Shareholders’ equity rose from €224.7Ǿmillion at 31ǾDecember 2016 to €236.3Ǿmillion at end-2017. This change was due primarily to the following factors:

● the payment of dividends in respect of the 2016 fiscal year, amounting to (-)€8.4Ǿmillion; ● a capital increase and issuance premiums through the exercise of options for €3.2Ǿmillion.

● the net income for the fiscal year of €17.0Ǿmillion;

Pursuant to ArticlesǾD.Ǿ441-1 and L.Ǿ441-6 or L. 443-1 of the French Commercial Code, we hereby inform you that the balance of trade accounts payable at 31ǾDecember 2017 breaks down as follows:

ArticlebD.b441-1: Unpaid invoices received subject to late payment delays at the fiscal year-end

91 days andbover

Total 1 day andbover

0 days 1 to 30 days 31 to 60 days 61 to 90 days

(A) Late payment brackets Number of invoices

422

177

Total amount of invoices excluding VAT Percentage of total purchases for the fiscal year, excluding VAT

7,238,714.12 158,745.36 71,062.45 22,731.95 11,908.02 264,447.78

7.98%

0.18%

0.08%

0.03%

0.01%

0.29%

(B) Invoices excluded from (A) regarding disputed or unrecognized debts and receivables Number of excluded invoices

NONE NONE

Total amount of excluded invoices

(C) Customers’ payment terms contractual or legal terms − ArticlebL.b441-6 or ArticlebL.b443-1 of the French Commercial Code Payment terms of reference used to calculate late payments

Legal terms: 30 days from invoice date

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AXWAY - 2017 REGISTRATION DOCUMENT