Prospectus Relating to the Admission of Axway Software Shares on the Regulated Market of Nyse Euronext Paris in Connection With

This document is a free translation into English of the original French Prospectus. In the event of a conflict in interpretation, reference should be made to the French version, which is the authentic text. AXWAY Software Société anonyme With share capital of €76,572,436.75 Registered office: PAE Les Glaisins 3 rue du Pré Faucon F-74940 Annecy-le-Vieux 433 977 980 RCS Annecy PROSPECTUS RELATING TO THE ADMISSION OF AXWAY SOFTWARE SHARES ON THE REGULATED MARKET OF NYSE EURONEXT PARIS IN CONNECTION WITH THE DISTRIBUTION OF AXWAY SOFTWARE SHARES TO SOPRA GROUP S.A. SHAREHOLDERS APPROVAL VISA FROM THE AUTORITÉ DES MARCHÉS FINANCIERS The Autorité des Marchés Financiers (AMF), in application of Articles L. 412-1 and L. 621-8 of the Code Monétaire et Financier and in particular its Articles 211-1 to 216-1 of its own General Regulations, has affixed visa no. 11-1137, dated 29 April 2011 on this Prospectus. This Prospectus was prepared by Axway Software and Sopra Group S.A. and its signatories bear responsibility for its contents pursuant to Section 1.2 of this Prospectus. Pursuant to the provisions of Article L. 621-8-1-I of the Code Monétaire et Financier, in order to issue its approval, the AMF was first required to verify that the document is complete and comprehensible and that the information presented is internally consistent. The approval does not imply that the AMF endorses the proposed transaction or that it has validated the accounting and financial information contained herein. Copies of this Prospectus may be obtained free of charge at the registered office of Axway (PAE Les Glaisins, 3 rue du Pré Faucon, F-74940 Annecy-le-Vieux) or at the registered office of Sopra Group S.A. (9 bis, rue de Presbourg, F-75116 Paris) and are also available for download on the websites of Axway (www.axway.com), Sopra Group S.A. (www.sopragroup.com) and the Autorité des Marchés Financiers (in French) (www.amf-france.org). DISCLAIMER Preliminary note For the purposes of this Prospectus: • the term “Axway” or “Company” refers to the entity Axway Software in the form that it will have following the transactions described in Section 26.1.1 of this Prospectus; • the term “Group” collectively refers to the Company and its subsidiaries in the form that this grouping will have following the transactions described in Section 26.1.1 of this Prospectus; • the term “Sopra Group S.A.” refers to Sopra Group, a company whose shares are admitted for trading on the regulated market of NYSE Euronext in Paris; • the term “Groupe Sopra” collectively refers to Sopra Group S.A. and its subsidiaries (excluding the Group when permitted by the context) in the form that this grouping will have following the transactions described in Section 26.1.1 of this Prospectus. Approval by the General Meeting of Sopra Group S.A. shareholders Investors should bear in mind that the execution of the transactions described in Section 26.1.1 of this Prospectus is subject to approval by an Ordinary General Meeting of Sopra Group S.A. shareholders, which will require a simple majority vote by shareholders present in person or represented by proxy at the meeting. It is conceivable that this legal majority might not be obtained at Sopra Group S.A.’s Ordinary General Meeting and that, as a result, the transactions described in Section 26.1 of this Prospectus might not be able to be executed. Should such a circumstance arise, the Company’s shares would not be admitted to trading on the regulated market of NYSE Euronext in Paris. Forward-looking information This Prospectus contains forward-looking statements concerning the Group’s prospects and development plans. Forward- looking statements often involve the use of future or conditional verbs such as “will”, “would”, “should”, “could” or “may”, or words such as “consider”, “plan”, “believe”, “aim”, “expect”, “intend”, “anticipate”, “project”, “predict”, “estimate”, “think” and “wish” or, where applicable, the use of these words with the negative, or of any other variant or similar terminology. Forward- looking statements are not historical facts and must not be construed as guarantees that the announced events or results will actually occur. These statements are based on data, assumptions and estimates deemed to be reasonable by the Group, which are subject to change due to uncertainties related in particular to the Group’s economic, financial, competitive or regulatory environment. These statements are included in various sections of this Prospectus and contain information relating to the Group’s intentions, estimates and objectives, particularly with respect to the market in which it operates, its strategy, its growth, its results, its financial position, its cash position and its forecasts. Forward-looking statements are valid only at the date of this Prospectus. The Group operates in a competitive, constantly-changing business environment. The Group cannot therefore anticipate all of the risks, uncertainties and other factors likely to affect its business activities, nor is it always able to measure their potential impact on its business or assess to what extent the occurrence of a given risk or combination of risks might cause actual results to differ materially from those described in any forward-looking statements which, as indicated above, do not constitute guarantees of future performance. 2 Market information This Prospectus contains statements pertaining to the Group’s markets and its competitive position in these markets, including information relating to market size. Market share information contained in this Prospectus is considered by Axway to be based on reliable and representative estimates of the size of these markets. Axway believes that this information faithfully reflects its competitive position in these markets. However, the internal studies, estimates, research conducted on markets and publicly available information considered as reliable by Axway have not been verified by an independent expert and for this reason Axway is not able to guarantee that a third party using other methods to collect, analyse or calculate market data would obtain equivalent results. Moreover, Axway’s competitors may define the Group’s markets using different criteria. Risk factors Investors are encouraged to carefully review the risk factors described in Chapter 4 “Risk factors” of this Prospectus prior to making any investment decision. Any of these risk factors could have an adverse impact on the Group, its business activities, results, financial position or prospects. In addition, other risk factors, as yet unidentified or presently considered as insignificant by the Group, could have an adverse impact on its business activities, the results of its operations, its financial position or its prospects. This Prospectus has been prepared solely in connection with the application for admission to trading of Axway Software shares on the regulated market of NYSE Euronext in Paris and does not constitute (i) either an offer to sell or subscribe to the shares described in this Prospectus, or (ii) a solicitation in order to obtain consent or a favourable vote with a view to the approval of the transactions described in this Prospectus. A glossary of technical terms used in this Prospectus is included at the end of this document. 3 TABLE OF CONTENTS TABLE OF CONTENTS .................................................................................................................................................................... 4 SUMMARY OF THE PROSPECTUS ................................................................................................................................................ 7 A. Information about the issuer ......................................................................................................................................................... 7 B. Information about the Transaction .............................................................................................................................................. 11 C. Ownership structure ................................................................................................................................................................... 13 D. Practical information ................................................................................................................................................................... 14 1. PERSONS RESPONSIBLE ............................................................................................................................................. 15 1.1 Persons responsible for the Prospectus .......................................................................................................................... 15 1.2 Statements by the persons responsible for the Prospectus ............................................................................................ 15 2. STATUTORY AUDITORS ................................................................................................................................................ 16 2.1 Principal Statutory Auditors ............................................................................................................................................. 16 2.2 Alternate Statutory Auditors ............................................................................................................................................. 16 3. SELECTED FINANCIAL INFORMATION .......................................................................................................................

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