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

Recent changes

The primary goals of future acquisitions would be to: ● increase our “speed to market” for new hybrid integration and digital engagement capabilities to extend the scope of the AMPLIFY™ platform and position us as a leader in the space; ● enlarge our cloud-based subscription revenue and customer base in core geographic markets, expanding opportunities for our current and future solutions; ● strengthen our leadership in a core vertical or high-potential integration-based solution area. 1.12 Recent changes On 9 April 2018, the company published the appointment of the new Axway Chief Executive Officer in the following press release: Paris, April 9, 2018 - The Board of Directors of Axway Software (Euronext: AXW.PA), convened under the chairmanship of Pierre Pasquier on April 6, 2018, approved the appointment of Patrick Donovan, previously Chief Financial Officer, as Group Chief Executive Officer replacing Jean-Marc Lazzari. Patrick Donovan, 48 years old, has more than 10 years’ experience within Axway. Mr. Donovan is an American citizen who spent several years in France, during which time, as CFO, he helped contribute to the success of Axway’s spin-off in 2011. He has since supervised the Group's financial and legal functions. Amember of the Executive Committee, he has in-depth knowledge of Axway's business model and, more broadly, of the software industry. This evolution in the governance of the company, effective immediately, will allow the acceleration of the ongoing medium- term transformation plan. Backed by an experienced Executive Committee, in which the Board of Directors has renewed its trust, Patrick Donovan's main mission will be to accelerate the implementation of Axway's strategy.

To sum up, 2017 was a year of operational transformation, acceleration on the Cloud markets and investment for the AMPLIFY™ platform. In 2018, additional investments will enable us to achieve new milestones in both the development of our business model, and commercial and marketing transformation, while retaining an innovative spirit focused on customer satisfaction, to become market leader in Hybrid Integration Platforms by 2020.

1

In line with its transformation plan, Axway reaffirms its ambition to better respond to the major challenges of its market by progressively evolving its business model towards subscription offers. The Group will report first-quarter sales on April 19 th . It is important to note that the first three months of the year are traditionally less significant in the annual sales cycle as license sales are historically concentrated in the second half. As a reminder, three years ago Jean-Marc Lazzari was named to lead the first stages of Axway’s transformation and, under his leadership, several important steps have been taken. He leaves the Group today and the Board of Directors thanks him for his contribution since his nomination. On 19 April 2018, the company published its 1 st Quarter revenues for 2018 in the following press release: Axway Software – Q1 2018 Revenue: €63.2 million ● Revenue decrease in License and associated Services ● Confirmation of medium-term transformation ambitions Paris, April 19, 2018 - Axway Software (Euronext: AXW.PA) reported revenue of €63.2 million for the first three months of 2018, down 4.9% organically. ● Growth in Cloud revenue and ACV (1)

Consolidated revenue

Q1 2017 Published

Q1 2017 Restated*

Total Growth -7.7%

Organic Growth *

Constant currency Growth*

Q1 2018

1 st Quarter 2018 (€ million)

Revenue

63.8

63.8

66.5

-4.9%

-0.7%

* Alternative performance indicators are defined in the glossary that appears at the end of the document.

(1) Glossary available at the end of this document.

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AXWAY - 2017 REGISTRATION DOCUMENT