Registration document Annual financial report 2016 WorldReginfo - 8843dcf8-1623-4651-9f69-fda9120a1c1d Axway Profi le 2 The Axway Group and its business 2016 annual fi nancial 15activities 13 statements AFR 161 1.1 General situation in the enterprise software market 14 5.1 Balance sheet 162 1.2 History of Axway 16 5.2 Income statement 163 1.3 Strategy and activities 18 5.3 Notes to the 2016 annual fi nancial statements 164 1.4 Research & Development, patents 5.4 Statutory Auditors’ report and licenses AFR 24 on the annual fi nancial statements 182 1.5 Investments in 2016 25 5.5 Summary of results of Axway Software SA 1.6 Key fi gures 26 for the past fi ve fi scal years 184 1.7 Simplifi ed Group structure at 31 March 2017 29 1.8 Group structure 30 1.9 Comments on the Group’s 2016 consolidated Capital and Axway Software fi nancial statements 32 6 stock AFR 185 1.10 2016 parent-company fi nancial statements 35 6.1 General information 186 1.11 Strategy and targets for 2017 36 6.2 Current ownership 187 1.12 Recent changes 38 6.3 Changes in share capital 192 1.13 Risk factors 39 6.4 Shares held by the Company or on its behalf − share buyback programme 193 6.5 Issue authorisations given to the Board 2 Corporate responsibility 49 of Directors of Axway – delegations granted by the General Shareholders’ Meetings AFR 195 2.1 Human Resources 50 6.6 Share subscription option plans 201 2.2 Environmental responsibility 58 6.8 Monthly trading 202 2.3 Corporate social responsibility 60 6.9 2016 share price performance 202 2.3 Certifi cation of disclosure and opinion on the truthfulness of the employee, societal, 6.10 Earnings per share 203 and environmental information 64 6.11 Information on takeover bids pursuant to Article L.225-100-3 of the French Commercial Code 203 3 Corporate governance 67 3.1 Administrative bodies and executive management 68 7 Legal and administrative information 205 3.2 Statutory Auditors AFR 82 7.1 Axway Software at a glance 206 3.3 Regulated agreements 82 7.2 Board of Directors and executive management 207 3.4 Report of the Chairman of the Board of Directors on corporate governance 7.3 Rights, privileges and restrictions attached and internal control AFR 84 to each category of shares 211 3.5 Information on company offi cers 96 7.4 General Shareholders’ Meetings 212 3.6 Statutory Auditors’ report prepared pursuant 7.5 Preparation and auditing of the Registration to Article L.225-235 of the French Commercial Document and certifi cation of the person AFR Code, upon the report of the Chairman responsible for the Registration Document 215 of the Board of Directors of Axway Software 97 7.6 Provisional reporting timetable 217 3.7 Statutory Auditors’ special report on regulated 7.7 Documents available for consultation 217 agreements and commitments 98 3.8 Parent company fi nancial statements, consolidated fi nancial statements Combined General Meeting and appropriation of earnings 101 of 6 June 2017 219 3.9 Other reports 102 8 8.1 Explanatory statement 220 0.0 Report on compensation paid to Consolidated fi nancial company offi cers 225 8.2 Agenda 227 statements AFR 109 4 8.3 Proposed resolutions 228 4.1 Consolidated statement of net income 110 4.2 Statement of cash flows 112 General remarks 242 4.3 Statement of consolidated fi nancial position 113 Table of concordance 244 4.4 Change in equity 114 Table of concordance of social and environmental 4.5 Notes to the fi nancial statements 115 information 247 4.6 Statutory Auditors’ report on the consolidated fi nancial statements 156 4.7 Subsidiaries and associated entities 158 The information required in the Annual Financial Report is identifi ed in the contents by the sigle AFR WorldReginfo - 8843dcf8-1623-4651-9f69-fda9120a1c1d Registration document 2016 Annual financial report This Registration Document was fi led with the French Financial Markets Authority (Autorité des marchés financiers - AMF) on 24/04/2017 in accordance with Article 212-13 of the AMF General Regulations. It may be used in connection with a fi nancial transaction if accompanied by a memorandum approved by the French Financial Markets Authority (AMF). This document was prepared by the issuer whose authorised signatories alone assume responsibility for its content. Copies of this Registration Document are available free of charge from Axway Software SA, Direction de la Communication Financière, Tour W, 102 Terrasse Boieldieu, 92085 Paris La Défense Cedex , France, or from the website www.axway.com or the AMF website www.amf-france.org. WorldReginfo - 8843dcf8-1623-4651-9f69-fda9120a1c1d Axway Profi le Messages from the Chairman and the CEO Messages from the Chairman and the CEO Pierre Pasquier Axway, Chairman of the Board of Directors Over the past decade, ten software companies, from every To accelerate the effect of this transformation, I encourage “continent, have joined Axway. These acquisitions, contributing Axway in its efforts to create an ecosystem with its partners to the Company's growth and geographic expansion, have ready to continue the actions taken within the Company. enabled Axway to strengthen its teams, develop its portfolios The search for synergies and reciprocal contributions with of offerings and enhance its skills. They have also enabled the the various entities in the Sopra Steria Group is a natural Company to rise to new challenges in serving its customers. development with this same aim. I am particularly convinced that close collaboration between Axway and Sopra Steria will The software market is currently undergoing a period of enable the Company to seize the formidable opportunities in dramatic transformation. The business model for companies redesigning IT systems presented in the banking sector. in this sector, traditionally based on the trio of "Licenses – Maintenance – Services", is being called into question by the Lastly, I keep a close eye on the values, both in terms of arrival of the cloud and SaaS. As for the digital revolution, governance and corporate responsibility, that all Axway's which affects all organizations and companies, it is driving managers and employees must continue to uphold. These fundamental changes in software offerings. constitute the basis for the confi dence that the Company instils in its customers, its partners and its shareholders. While strengthening the Company's fundamentals, Jean-Marc Lazzari who has just successfully completed his fi rst full year as Boosted by its strengths, fully aware of the challenges presented Axway's Chief Executive Offi cer has made the necessary changes by the digital revolution, and determined to continue and even to adapt its business model and positioned the Company to expand its own transformation, Axway has every reason to be gain maximum advantage from the digital revolution. Under his confi dent in 2017. leadership, Axway has drawn up an ambitious transformation plan. I have complete confi dence that he will successfully deliver ” on this important step in the Company’s development. Pierre Pasquier 2 AXWAY - 2016 REGISTRATION DOCUMENT www.axway.com WorldReginfo - 8843dcf8-1623-4651-9f69-fda9120a1c1d Axway Profi le Messages from the Chairman and the CEO Jean-Marc Lazzari Axway Chief Executive Offi cer “In 2016, we made huge progress with the rollout of Axway’s America was our top market for the second year running, while strategic plan, which centers on empowering digital we retained our leadership position in France and sustained our transformation for our customers, our partners and ourselves. performance in the rest of Europe and Asia-Pacifi c. I am very proud of the way we are transforming Axway, as a team, together with our customers, partners and shareholders. As a driver of innovation, we continue to invest heavily in R&D, launching the AMPLIFY™ data integration and engagement We started the year with the acquisition of Appcelerator in the platform to help our customers in their digital business USA, adding to our skills and capabilities in mobile apps. For transformation by connecting people, businesses and things our new logo, we selected a griffin, because this legendary in customer experience networks. animal captures what Axway is all about: a strong foundation represented by the body of a lion, and the innovation inherent in In early 2017, we welcomed Syncplicity, based in Santa Clara, the digital business symbolized by head of the eagle. USA, a leader in fi le synchronization and sharing solutions . Because employees are crucial at Axway, in 2016 we brought Axway's adventure is moving forward with its creative vision for more than half of Axway’s teams together in new business the software market. We are maintaining our differentiating and centers in Paris La Défense and our hub in Silicon Valley. pioneering position in the digital revolution . As for digital business, we extended our licensing solutions both ” on premise and in the cloud using a subscription format. North Jean-Marc Lazzari AXWAY - 2016 REGISTRATION DOCUMENT 3 WorldReginfo - 8843dcf8-1623-4651-9f69-fda9120a1c1d Axway Profi le Axway: a catalyst for digital transformation Axway: a catalyst for digital transformation We are living in a digital world. As everyday life becomes more and more enabled by digital technologies and ecosystems are shaped by the demands of digitally empowered consumers, organizations must transform to deliver better customer experiences. Axway is a catalyst for this transformation. Who we are Presence Axway (Euronext: AXW.PA) is a catalyst for transformation. 11,000 With Axway AMPLIFY™, our cloud-enabled data integration and engagement platform, customers leading brands better anticipate, adapt and scale to meet ever- changing customer expectations. Our unified, API-first approach connects data from anywhere, fuels millions of apps and delivers real-time analytics to build customer experience networks.