AXWAY_REGISTRATION_DOCUMENT_2017

AXWAY GROUP AND ITS BUSINESS ACTIVITIES Regulated agreements

CORPORATE RESPONSIBILITY

CORPORATE GOVERNANCE

CONSOLIDATED FINANCIAL STATEMENTS

2017 ANNUAL FINANCIAL STATEMENTS

CAPITAL AND AXWAY SOFTWARE STOCK

INFORMATIONS ADMINISTRATIVES ETbJURIDIQUES

COMBINED GENERAL MEETING OFb6bJUNEb2018

3.3.2 Agreements approved in previous years which continued to be applied during the year

Agreements entered into between Axway Software and Sopra Steria GroupbSA

The Company renewed the introduction of an agreement on severance payments for the Chief Executive Officer and also concluded various business agreements with the Sopra Group. These agreements were extended for the year ended 31ǾDecember 2017. Regulated agreement entered into between the Company and Jean-Marc Lazzari – Chief Executive Officer of the Company The Company has put in place an agreement on severance payments for the Chief Executive Officer for the year in which he started his term of office in order to comply with market practices. In order to preserve the interests of the Company, it was decided to put a framework around the granting of such compensation, in accordance with the rules of good governance and market practices applicable to small and midcaps. These severance payments in the event of the termination of service are only due in the case of forced departure of the Chief Executive Officer from the Company. No severance payments shall be due if (i)Ǿthe Chief Executive Officer leaves his position at his own initiative, or (ii)Ǿin the case of gross negligence or serious misconduct, or (iii)Ǿin the case of a wrongful act which is unrelated to his position, or (iv)Ǿin the case of the departure of the Chief Executive Officer within the Sopra Steria Group. The maximum amount of severance payments that may be paid is $500,000. This amount is consistent with Middlenext Code Recommendation No.Ǿ16. It represents less than two (2) years of compensation (fixed and variable). Such amount will be calculated according to the criteria set out below. In the event of dismissal during the 2017 fiscal year, 50% of the amount of the severance payments will be due if Axway Software’s yearly organic growth with respect to such fiscal year is positive (at constant scope), and 50% of the remaining severance payments will be due if the strategic plan is considered as having been implemented by the Board of Directors. In accordance with ArticleǾL.Ǿ225-42-1 of the French Commercial Code and pursuant to the recommendations of its Remuneration Committee, the Board of Directors, at its meeting of 22ǾFebruary 2017, authorized the principle of severance payments for involuntary departure, to the benefit of the Chief Executive Officer, Jean-Marc Lazzari.

Agreement for the provision of business premises The Company signed an agreement with the Sopra Group for the provision of business premises initially to accommodate the business activities of Axway SoftwareǾSA, a wholly-owned subsidiary, upon incorporation. This agreement, governed by commercial lease legislation, should be extended forǾ2017 to ensure the continuity of the Company’s business and sustain the modifications carried out to locate its business there, in particular, at the Annecy site. The Company has also incurred significant costs to bring the business premises into compliance with regulations applicable to its industry. As a result, any move could give rise to considerable works entailing significant costs for the Company. The Company has, therefore, decided to remain in its current business premises. The Board of Directors voted unanimously (with interested directors abstaining), to renew this agreement for the provision of the business premises forǾ2018 and approved expenditure of €248,488 for the year ended 31ǾDecember 2017. The assistance agreement relating to Functional Divisions concluded between Sopra GMTon the one hand, and the Company and Sopra Steria GroupǾSA on the other, defines Sopra GMT’s role as the financial holding company for these two companies. This agreement, which was initially entered into on 1ǾJuly 2011, for a period of two (2) years and then renewed in JulyǾ2013, has been amended to make it an open-ended agreement, which may be canceled by giving twelve (12) months prior notice, in writing. This agreement aims to improve strategic planning and general policy coordination between the Sopra Steria Group and the Company, in particular, by developing synergies subsequent to the spin-off of Axway Software, as well as providing the Company with support and consultancy services. The Board of Directors unanimously approved (with interested parties abstaining), (i)Ǿthe continuation of this agreement inǾ2018 and (ii)Ǿthe payment of €472,218.04 to Sopra GMT for services rendered in the year ended 31ǾDecember 2017. Agreement concluded between Axway Software and Sopra GMT

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AXWAY - 2017 REGISTRATION DOCUMENT

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