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

Administrative bodies and executive management

Summary of the compensation received by each executive officer in respect of their duties within the Group

2017

2016

Amount due

Amount paid

Amount due

Amount paid

(gross amounts in euros) Pierre PASQUIER Fixed compensation (1) Bonus compensation

138,000

138,000

120,000

120,000

- - -

- - -

- - -

- - -

Multi-year bonus compensation

Exceptional compensation

Directors’ fees (1)

19,819

24,701

Value of benefits in kind

-

-

-

-

Total

139,819

144,208

Jean-Marc LAZZARI Fixed compensation (2)

553,643

553,643 230,040

562,018 230,040

562,018 485,292

Bonus compensation (2) (3) (4) Multi-year bonus compensation

0

- - -

- - -

3

Exceptional compensation

Directors’ fees

-

-

Value of benefits in kind (1) (4)

152,805 706,448

152,805 936,488

162,704 986,190

162,704

Total

1,271,310

(1) Fixed compensation and directors’ fees are paid by Axway SoftwarebSA. (2) The fixed and variable compensation and the benefits in kind are paid by Axway Software and Axway Inc., in dollars. The conversion rate used forbthisbtable at 31bDecember 2016 was €1 = $1.1.1651 and the rate applicable at 31bDecember 2017 was €1 = $1.12703. (3) Variable compensation is two-thirds dependent on quantitative criteria and one-third dependent on qualitative criteria. The criteria applied to determine the amount allocated in respect of variable compensation are the Company’s organic growth and operating margin. The achievement levels forbquantitative and qualitative criteria have been laid down precisely, however they cannot be disclosed due to confidentiality reasons. (4) The benefits in kind received by Jean-Marc Lazzari primarily comprise a company vehicle, living accommodation, school fees and travel expenses.

Following his expatriation to the United States, the Group’s Chief Executive Officer was subject to an excessive tax burden. In view of these circumstances, the Group decided to offer him the same plan applicable to expatriate employees. Accordingly, the Group will pay the additional tax arising from this situation, totaling €136,273 for the fiscal year ended 31ǾDecember 2017. This amount is paid as tax and therefore is not classified as income.

Furthermore, Mr. Pasquier received, in his capacity as Chairman and Chief Executive Officer of Sopra GMT, the Company’s lead holding company, fixed compensation of €60,000 in respect of his functions within Sopra GMT and €529,077 in respect of his functions within Sopra Steria GroupǾSA for the year ended 31ǾDecember 2017.

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AXWAY - 2017 REGISTRATION DOCUMENT