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

Historical bonus share grants

Information concerning the bonus shares granted Date of meeting

21bJune 2016

Date of General Meeting

Combined General Meeting of 21bJune 2016

Date of Board of Directors’ meeting

21bJune 2016

Total number of bonus shares granted, of which:

Jean-Marc Lazzari

36,000

●

Valuation of shares based on the method used for the consolidated financial statements

€19.59 per share or a total of €702,000 for the 36,000bshares.

Rights to performance shares are acquired by third parties each year counting from the anniversary date, i.e. from 21bJune of one year tob20bJune of the following year, subject to a combination of performance and attendance conditions detailed in the report on the allocation of performance-based shares in Chapterb3, pointb3.9. The bonus shares awarded must be kept by the Chief Executive Officer throughout his tenure at the head of the Company.

Share acquisition date

Lock-in period end date

Number of shares subscribed at 31/12/2017

-

3

Cumulative number of bonus shares canceled or having lapsed 18,096 Number of bonus shares remaining at the balance sheet date - Date of meeting 21bJune 2016 Date of Board of Directors’ meeting 21bJune 2016 Total number of bonus shares granted, of which: Valuation of shares based on the method used for the consolidated financial statements

€19.59 per share or a total of €702,000 for the 36,000bshares.

Rights to performance shares are acquired by third parties each year counting from the anniversary date, i.e. from 21bJune of one year to 20bJune of the following year, subject to a combination of performance and attendance conditions detailed in the report on the allocation of performance-based shares in Chapterb3, pointb3.9. The bonus shares awarded must be kept by the Chief Executive Officer throughout his tenure at the head of the Company.

Share acquisition date

Lock-in period end date

Number of shares subscribed at 31/12/2017

-

Cumulative number of bonus shares canceled or having lapsed 24,000 Number of bonus shares remaining at the balance sheet date - Date of meeting 21bJune 2016 Date of Board of Directors’ meeting 6bJune 2017 Total number of bonus shares granted Valuation of shares based on the method used for the consolidated financial statements

€32.42 per share or a total of €2,334,240 for the 72,000bshares.

Rights to performance shares are acquired by third parties each year counting from the anniversary date, i.e. from 6bJune of one year to 5bJune of the following year, subject to a combination of performance and attendance conditions detailed in the report on the allocation of performance-based shares in Chapterb3, pointb3.9. The bonus shares awarded must be kept by the Chief Executive Officer throughout his tenure at the head of the Company.

Share acquisition date

Lock-in period end date

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AXWAY - 2017 REGISTRATION DOCUMENT