ANNUAL FINANCIAL REPORT 2018 contents AXWAY PROFILE NFPS 2 15AXWAY GROUP AND ITS BUSINESS ANNUAL FINANCIAL STATEMENTSb AFR 191 ACTIVITIES 17 5.1 Balance sheet 192 1.1 Axway’s history 18 5.2 Income s tatement 193 1.2 Overview of Axway’s markets 19 5.3 Notes to the 2018 annual fi nancial statements 194 1.3 Axway’s strategy, activity and vision AFR 23 5.4 Statutory Auditors’ report onǾtheǾannual fi nancial 1.4 Key fi gures and comments on the 2018 statements 211 consolidated fi nancial statements 27 5.5 Summary of Axway Software SA’s results 1.5 Comments on the Axway Software SA 2018 forǾtheǾpast fi ve fi scal years 216 annual fi nancial statements 31 1.6 Simplifi ed Group structure atǾ31ǾDecember 2018 34 AXWAY SOFTWARE SHARE CAPITAL 1.7 Organisation of the Group 35 6 ANDbSHARESb AFR 219 1.8 Recent changes 37 6.1 General information 220 1.9 Risk factors NFPS 40 6.2 Current share ownership 221 6.3 Changes in share capital 225 2 CORPORATE RESPONSIBILITY NFPS 49 6.4 Shares held by the Company or on its behalf - Axway’s priority corporate responsibility challenges 50 share buyback programme 227 2.1 Attracting, developing and retaining talent 54 6.5 Issue authorisations grantedǾto the Axway BoardǾof Directors – Delegations granted 2.2 Ethical and environmental responsibility byǾtheǾGeneral Meetings AFR 229 inǾAxway's Ǿbusiness 61 6.6 Share subscription option plans 234 Methodology note 69 6.7 Share price and trading volumes 235 Certifi cate of disclosure by an independent third-partyǾbody 71 6.8 Dividend 236 HR and environmental information cross-reference table 73 6.9 Information on takeover bids pursuant to ArticleǾL.225-37-5 ofǾtheǾFrench CommercialǾCode 236 3 CORPORATE GOVERNANCE NFPS 79 3.1 Administrative and Executive Management bodies 80 7 LEGAL AND ADMINISTRATIVE 3.2 Regulated agreements 103 INFORMATION 239 3.3 Report of the Board of Directors onǾcorporate 7.1 Axway Software at a glance 240 governance and internal control AFR 104 7.2 Board of Directors and Executive Management 241 3.4 Information on company offi cers 116 7.3 Rights, privileges and restrictions attached toǾeach 3.5 Statutory auditors’ special report on regulated category of shares outstanding 245 agreements andǾcommitments 117 7.4 General Meetings 246 3.6 Parent company fi nancial statements, consolidated fi nancial statements 7.5 Preparation and control of the Registration andǾappropriation ofǾearnings 120 Document and certifi cation of the person responsible for the Registration Document AFR 249 3.7 Other reports 121 7.6 Provisional timetable for the publication ofǾresults 251 7.7 Documents available for consultation 251 4 CONSOLIDATED FINANCIAL STATEMENTSb AFR 129 COMBINED GENERAL MEETING 4.1 Consolidated income statement 130 8 OF 5bJUNE 2019 253 4.2 Consolidated statement of fi nancial position 132 8.1 Explanatory statement 254 4.3 Statement of changes in equity 133 8.2 Agenda 262 4.4 Statement of cash flows 134 8.3 Proposed resolutions 264 4.5 Notes to the fi nancial statements 135 4.6 Statutory Auditors’ report on the consolidated fi nancial statements 182 General remarks 283 4.7 Subsidiaries and equity investments 187 Glossary 284 Cross-reference table 285 The information required in the Non-Financial Performance Statement is identifi ed in the contents and the relevant chapters by the abbreviation NFPS . The information required in the Annual Financial Report is identifi ed in the contents by the abbreviation AFR 2018 Registration Document ANNUAL FINANCIAL REPORT This Registration Document was fi led with the French Financial Markets Authority (Autorité des marchés fi nanciers - AMF) on 26/04/2019 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. axway.com AXWAY - 2018 REGISTRATION DOCUMENT 1 Axway Profile DISCUSSIONS WITH THE CHAIRMAN AND THE CEO “Large organizations are making the best use of their data by adopting strategies to navigate through technological waves, no matter how disruptive they may be.” Pierre PASQUIER Chairman of the Axway Board of Directors he digital society in which we live makes data a Under the leadership of Patrick Donovan, Chief precious asset. Executive Officer since April 2018, Axway has accelerated the execution of its strategy to Between two applications, from a payment support the growth of its Subscription offers. terminal to an accounting book or from a plane This has been reflected in increased investments T to a control tower, it accompanies us daily, in Research & Development, Sales and Marketing. wherever we go and regularly plays a crucial The Group has chosen to rely on its historical role in our lives. areas of expertise to build a complete portfolio of infrastructure offerings, with the AMPLIFY™ hybrid Mastered, data can contribute to medical integration platform as the flagship. Thanks to progress as well as drive the development of AMPLIFY™, Axway plans to become a market a company or project. Neglected, it can cause leader in hybrid integration platforms by the end major disruptions. Recent events have shown of 2020. how data usage can influence the economy, geopolitics or social issues of our world. To achieve this ambitious objective, the Group will continue its efforts in 2019. The progressive Aware of these new challenges, large launch of the platform's various functionalities will organisations are making the best use of their require new investments but should contribute to data by adopting strategies to navigate through a return to growth for Axway's activities over the technological waves, no matter how disruptive year, which would represent an important signal they may be. of the success of the ongoing operations. For more than 15 years, Axway has been an Axway's executive team can count on the support independent expert in the management of of the Board of Directors in carrying out its critical data flows and offers its customers high- mission. We will ensure that the Group's project, performance infrastructure solutions designed through the adoption of its new business model, to deliver fast and efficient operational benefits. creates value for all its stakeholders. 2 AXWAY - 2018 REGISTRATION DOCUMENT axway.fr Axway Profile Cloud architectures which can generate technology benchmarks, while both traditional license sales or accelerating our efforts in Sales and subscription contracts. Our customers Marketing, to boost revenue growth and are looking for rapid operating benefits, secure our independent project. These capable of radically transforming their sales and marketing efforts may result industries and development projects. in short-term sales, but we are looking to build the long-term pipeline for the This imperative requires us to anticipate years to come. any “business” issues, as far as possible, to make Axway a preferred Additionally, against the backdrop of a digital transformation partner. It is this talent war in the technology markets and key objective that drives our Customer a dramatic change in working methods, Success Organisation, created last July, Axway’s employees must, more than which brings together nearly half of our ever, be committed to our project. We employees. This approach allows us to will continue to help them develop their develop stronger ties with our customers specific expertise, be clear with our each day, through uniform transaction strategy and their key role in achieving monitoring that enables us to propose our strategy. Patrick DONOVAN higher added-value offerings. All of this will help make Axway an Axway Chief Executive Officer Our AMPLIFY™ hybrid integration economically sustainable company, platform responds perfectly to these responsible in its dealings with new challenges. Our customers use stakeholders and mobilised for its it as a tool box, able to orchestrate all ecosystem. the integration scenarios of a major organisation, while remaining both What benefits will your strategic technology neutral and agile. In addition, direction produce by 2020? How would you assess your first year as this AMPLIFY™ approach allows us to CEO of Axway? offer innovative digital solutions to our Patrick Donovan: We have a clear vision historical customers. of the customer benefits of our new Patrick Donovan: We achieved a lot in business model we are developing within 2018. Since my appointment in April, we How do you see 2019 for Axway? Axway. have accelerated the execution of our AMPLIFY™ hybrid integration platform Patrick Donovan: In 2018, I became Through meeting their requirements for strategy with the objective of becoming aware of Axway’s true strength as I re- Subscription offerings, the Company a leader in this market. This acceleration discovered the Group’s cultural diversity, business model and revenue cycles are includes not only a strong investment the unflagging determination of our impacted. Although it has a short-term in our AMPLIFY™ Foundation, securing teams and our technology expertise impact on revenue recognition, in the our platform approach, but also some recognised by our customers and the long-term, this