AXWAY : Notice of Shareholders' meeting 2017 (AXWAY)

Axway Notice of Shareholders' Meeting 2017

Axway Shareholders' Program 1 email = 1 tree planted.

Opt for the e-notice (form page 30)

Ladies and Gentlemen, the shareholders are cordially invited to a Combined General Meeting: on Tuesday 6th of June 2017 at 2:30pm at the Hotel Le Meurice, 228 rue de Rivoli, 75001 Paris.

The participant registration will begin at 1:30 pm. As required by Article R 225-73 of the French Commercial Code his preliminary notice to this Shareholders' Meeting was published in the BALO the 21th of April 2017.

Website : www.investors.axway.com/en Mobile Application: Axway IR

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Contents

1. Strategy and targets for 2017 3

2. Axway Software Results for 2016 4

3. Company results for the past five financial years 5

4. Composition of the Board of directors 6

5. Agenda of Combined General meeting 11

6. Report of the Board of Directors to the Combined General Shareholders' Meeting the 6 of June 2017 12

7. Text of resolutions proposed to the Combined General Shareholders' Meeting of 6th of June 2017 17

8. How to participate and vote in the General Meeting 28

9. Opt for the e-notice * 30

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10. Request for additional documents 32

1. Strategy and targets for 2017

   Key events and progress

   2016 was a year of great progress in the operational and strategic transformation focused on the Company's positioning in enabling digital transformation. Areas of progress include:

   • introduction of Axway AMPLIFY™: Axway continues to invest in innovation to strengthen its role as the partner of choice to accompany customers in this new digital economy. Axway launched the AMPLIFY platform, leveraging capabilities from the acquisition of Appcelerator, together with the Group's existing assets, to extend and enhance the functionalities of the former Axway 5 suite. AMPLIFY is designed to accelerate the digital transformation of the businesses that place their confidence in Axway. They gain new capabilities to create customer experience networks and drive value to and through their ecosystems;

   • launch of new branding. In 2016 Axway invested in a new brand in order to reflect the digital business enablement positioning we introduced in 2015. The new Axway brand identity developed in collaboration with Landor(1), a leading global brand and design consultancy, introduces the new tagline "Imagination takes shape", an eye-catching logo, a fresh visual expression and a redesigned website. The new tagline underscores Axway's commitment to helping organizations capitalize on untapped potential by strengthening their capabilities and transforming innovations into real, revolutionary business results. The new Axway logo draws from the legendary griffin, a visionary creature with the rear body of a lion and the head and upper body of an eagle, to celebrate two powerful elements - Axway and its customers -uniting to achieve success. This strong symbol perfectly embodies the essence of Axway, fusing stability and reliability with an open-minded, bold vision for the future.

   • organizational re-design and focus on platform and strategic solutions. In 2016 we completed the transition of our organization specifically in Global Products and Solutions (GPS) to focus on building out a platform business model and to ensure our investments were prioritized on the most critical solutions for our success. We hired key leadership positions in the platform domain and redirected our resources. In 2016, fully 90% of our R&D resources for "new" development were focused on the platform or on strategic solutions, which was up from 67% in 2015.
   • strategic growth: Our introduction of Digital teams, emphasis on the under-penetrated markets of the US, Germany, and the UK, as well as our efforts in developing our cloud subscription business all succeeded in accelerating growth in 2016. "Digital" revenue was up. Revenue in the US grew by 12%, and our cloud/subscription reservations grew by over 100%.
   • shift to strategic services. In 2016 we harvested the fruit of our labor to transition our professional services portfolio toward more strategic higher value services. Our efforts resulted in improved utilization and a materially higher average daily rate, which resulted in significant improvement in margin from our professional services organization.

     We made tremendous progress in 2016 but will continue to transform our operations in 2017 to capitalize on the opportunity presented by the digital transformation required by our customers.

     Priorités stratégiques pour 2017

     Continuing our new positioning: "Enabling the digital transformation"

     Axway has established itself as a key enabler of Digital Business. Fundamental to enabling digital business is the ability to design, connect, control and analyze the necessary data flows between the people, systems, companies, and things participating in an ecosystem. The basis of this capability is the combination of middleware technology that has been around for several years with new forms of connectivity and control based on APIs. To be successful, companies must be able to leverage all of their and their ecosystem's data and services, whether they sit in traditional systems or they are provided through the cloud. Axway is uniquely positioned as a vendor that has continually invested in these core integration solutions, as well as identifying opportunities for investment in digital engagement through APIs.

     Investing in the cloud WorldReginfo - e9f04aa5-105b-429b-aa88-f14fc02fbe2d

     Axway is continuing to innovate in the area of integration and ecosystem engagement to offer value added cloud native services based on the newly launched AMPLIFY platform. Specifically, Axway continues to invest in the "Integration Foundation" and "Ecosystem engagement" layers to offer value- added native cloud services. Axway plans to continue to invest in a three-pronged cloud strategy to capitalize on the growing demand for platforms as a service (PaaS):

   • strengthening cloud-enabled managed services whereby Axway provides AMPLIFY capabilities as a private cloud hosted service for individual customers;

   • developing PaaS powered by AMPLIFY for next generation services;

   • enabling strategic partners to use AMPLIFY-based solutions to develop and deliver digital solutions for their customers.

     "Digital" focus and Business model enhancement

     Axway will continue to invest in our direct sales and Go To Market teams, enabling them to effectively engage with our customers on their Digital Transformation initiatives. Digital Attack Teams will be reinforced and expanded and the necessary assets and expertise will be developed to support the growing number of digital transformation use-cases we solve for our customers. This is a new and different approach to engage with partners and ecosystem players.

     In conjunction with our efforts to meet the solution needs of our customers, we will continue to enhance our traditional on premise business model with subscription-based alternative business relationships for our cloud and hybrid solutions. An increasing number of customers and prospects consider multiple business models engaging in digital transformation initiatives. Axway is focused on providing models ranging from fully on-demand, through cloud or hybrid-based SaaS models, to on premise, license-based models to meet the needs of our customers not only from a solution perspective but from a business relationship perspective as well.

     Extending the partner ecosystem

     Our partner contribution continued to grow in 2016. However, there will be increased emphasis in 2017 to leverage the vertical expertise of partners to develop unique AMPLIFY-based customer experience networks, serving specific industries or solving industry-based ecosystem problems. In one specific case, Axway will work with SopraSteria and Sopra Banking to bring a unique solution to the financial services industry based on the strengths of SopraSteria and Sopra Banking enabled by the AMPLIFY platform. Additionally, we will continue to develop OEM and reseller relationships.

     Merger & Acquisitions activity to support the Axway strategy

     Mergers and acquisitions continue to be a key tool in executing our corporate strategy and to achieve our goals. In 2016, we acquired Appcelerator, providing us an entrée into the high growth mobile application development market, enhancing our market leading API capabilities, and accelerating our vision for the AMPLIFY platform, which was announced at the end of 2016. We will continue to identify opportunities to leverage acquisitions to accelerate the execution of our strategy and to enhance the capabilities provided through AMPLIFY to our customers and partners. We expect to carry out further acquisitions over the coming years, boosting Axway's revenue significantly.

     The goal of the acquisitions would be to:

     • enlarge our revenue and customer base in core geographic markets, expanding opportunities for our current and future solutions;

     • enter high-growth, digital enablement markets to which we do not currently have access and establish ourselves as a force in enabling the digital transformation;

     • increase our "speed to market" for new digital enablement features/capabilities through acquisition of technologies or new delivery model capabilities (i.e. cloud-based delivery and business model capabilities).

   As discussed above, we completed one acquisition in 2016.

   In addition, we very recently completed the acquisition of Syncplicity see the "Recent changes" section.

2. Axway Software Results for 2016

Comparison of years ended 31 December 2016, 2015, 2014

In 2016, Axway generated profit from operations of €50.8 million, compared to €44.5 million in 2015. This profit from operations represents an increase of 1.3 points to 16.9% in 2016, compared to 15.6% in 2015, in line with the profit (loss) from operations growth trend already seen in 2014. Total revenue rose by 5.8% in 2016, thanks to a strong increase in our cloud activities, solid growth in maintenance and the improvement in license and service revenues. Overall, total revenue grew 4.4% in the fiscal year on an organic basis. This year ended with net income of €31.5 million, rising from 2015, and representing €1.51 per share compared to €1.35 per share in 2015.