Axway Software : Notice of meeting

Notice of meeting

Combined General Meeting 2024

Thursday, 16 May 2024 at 2.30 p.m. UTC+2

Étoile Business Center

21-25 rue Balzac 75008 Paris

Welcome

to the Axway Combined General Meeting

Content

A word from Management	2
01 2024 Combined General Meeting	5
Agenda	6
General Meeting Procedures	7
How to complete the voting or proxy form	11
Adopt e-notices to receive documents and information by e-mail	12

02 Presentation of Axway	13
Activity & strategy	14
Strategy and objectives	16
Results and performance	18
Key figures and comments on the 2023 consolidated financial statements	20
Summary Axway Software SA results for the past five fiscal years	23
Business Model	24
Corporate responsibility	26
Governance	28
Composition of the Board of Directors	30
Compensation policy	35

03 Explanatory statement and proposed resolutions	45
Resolutions presented for the approval of the Ordinary General Meeting	46
Resolutions presented for the approval of the Extraordinary General	51
Meeting
Resolutions presented for the approval of the Ordinary General Meeting	55
Request for documents and information	59

Contacts

Financial Communications and Shareholder Relations:

E-mail: [e-mail]

Telephone: [phone]

Axway Investors website: https://investors.axway.com/

For registered shareholders:

Société Générale Securities Services - Service Assemblées, 32, rue du Champ-de-Tir, CS 30812, 44308 Nantes Cedex 03 Telephone: [phone]

Société Générale Securities Services website:

www.sharinbox.societegenerale.com

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Axway Software

COMBINED GENERAL MEETING

Thursday, 16 May 2024 at 2.30 p.m. UTC+2

Ladies and Gentlemen,

The shareholders are cordially invited to the Combined General Meeting on Thursday, 16 May 2023 at 2.30 p.m. UTC+2 at the Étoile Business Center, 21-25 Rue Balzac, 75008 Paris, France.

Participants will be welcomed from 1.30 p.m.

As required by Article R. 225-73 of the French Commercial Code, the preliminary notice of this General Meeting was published in the French Official Bulletin of Legal Notices (BALO) on Monday, 8 April 2024, under n° 43.

The Notice of meeting will be published on Friday, 26 April 2024 in the French Official Bulletin of Legal Notices (BALO) and the newspaper "L'Eco Savoie Mont-Blanc".

Shareholders are asked to consult the 2024 Shareholders' Meeting section of the Company's website: https://investors.axway.com/en/shareholders-and-investors/shareholders-meeting.This section will be regularly updated after the publication of the notice of meeting.

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A word from Management

Thanks to a refocused strategy, supported by an agile product portfolio and relevant subscription offerings, Axway has once again exceeded its annual targets.

s the cloud, artificial intelligence and digital platforms revolutionize the way we work, the world's largest companies are entering a new era. The efficiency and performance of organisations now

depend to a large extent on their ability to make optimal use of their business critical data. Players who are best supported in these evolutions open the way to new growth dynamics and generate crucial competitive edges. Axway has been an independent leader in enterprise data management for over 20 years, positioning itself at the heart of the development strategies of more than 11,000 Customers worldwide.

In 2023 Axway confirmed the efficiency of its new business model. Thanks to a refocused strategy, supported by an agile product portfolio and relevant subscription offerings, Axway has once again exceeded its annual targets. Continued efforts to improve customer satisfaction, employee engagement and operational efficiency provide a clear roadmap and unprecedented business visibility.

The strong choices made by the management team over the last 5 years are bearing fruit and confirm the company's ability to launch the next stage of a successful, independent business project. Axway's solid foundations are based on a proven organisation and a healthy financial situation.

Pierre PASQUIER

Chairman of the Board

of Directors

Since its genesis, Axway has been bringing together enterprise software that facilitates the day-to-day operations of the world's largest organisations. The company has always grown both organically and by achieving key milestones through acquisitions. This requires a discipline and rigour that the company must be in a position to implement. Axway's proven organisation and sound financial situation provide a solid foundation for this.

Reaching critical size is always an important moment in the life of a company. The organisation and its stakeholders are projected into their future at an accelerated pace, and this generates challenges, but above all great opportunities.

In this respect, Axway's project to acquire a significant share of SBS's activities, announced at the end of February 2024, is of undeniable strategic interest to both companies. Together, they would consolidate values, expertise and organisations that already have a lot in common, and would mutually benefit from each other. This new, stronger entity would serve a long-term entrepreneurial project by creating a new major player in the space of enterprise software in France, Europe and around the world.

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Patrick DONOVAN

Chief Executive Officer

Our results are clearly progressing, exceeding our commitments, and confirming that Axway is well positioned to accelerate its development.

t is with great satisfaction that we have presented very positive annual results for Axway in 2023. The past year has further strengthened the renewal of our business model, enabling us to achieve record levels of revenue, profitability and customer satisfaction. These successes are the result of a deep transformation of our company over the last few years, supported by the unwavering commitment of our employees, with whom we have redefined our

fundamentals.

Axway is an independent enterprise software provider that sustainably grows enduring value, based upon trust, for its Customers, Employees, and Shareholders.

Our pillars to support this ambition are robust. Our business model is efficient, focused on subscription contracts and concentrated on our main product lines. Our organisation is aligned, by product and by region, and meets the need for agility that our industry demands. Our results are clearly progressing, exceeding our commitments, and confirming that Axway is well positioned to accelerate its development.

To achieve this, we aim to maintain a competitive product portfolio, efficient operations and an optimised structure. Today, Axway's product portfolio is largely made up of infrastructure solutions, and in several of our markets we are well positioned among the world leaders. This historic and recognised expertise will live on. Its stability and recurrence will contribute to the success of our next strategic moves.

With our project to acquire SBS's software activities, we will not only be extending our expertise to the fields of banking applications, but also significantly enhancing our visibility and strength in the enterprise software space. The Axway of tomorrow is a major player in the management of critical data flows, wherever they are essential and generate opportunities, particularly in financial services.

2024 marks the beginning of a new chapter in our company's history, and Axway's teams are mobilised to turn the many challenges that lie ahead into great opportunities.

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'

2024 Combined

General Meeting

Agenda			6
General Meeting Procedures	7
How to complete the voting or proxy form	11
Adopt e-notices to receive documents and information by e-mail	12

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2024 Combined General Meeting

Agenda

Agenda

Ordinary General Meeting

1. Approval of the annual financial statements for the year ended 31 December 2023 - Approval of non-tax deductible expenses and charges,
2. Approval of the consolidated financial statements for the year ended 31 December 2023,
3. Appropriation of earnings for the year,
4. Fixed annual sum to be allocated to members of the Board of Directors,
5. Approval of the compensation policy for the Chairman of the Board of Directors,
6. Approval of the compensation policy for the Chief Executive Officer,
7. Approval of the compensation policy for members of the Board of Directors,
8. Approval of the information set out in Section I of Article L. 220-10-9 of the French Commercial Code,

1. Approval of the fixed, variable and exceptional components of total compensation and benefits of all kind paid during the year or awarded in respect of the same fiscal year to Pierre Pasquier, Chairman of the Board of Directors,
2. Approval of the fixed, variable and exceptional components of total compensation and benefits of all kind paid during the year or awarded in respect of the same fiscal year to Patrick Donovan, Chief Executive Officer,
3. Appointment of Dominique Illien as a director,
4. Appointment of Mazars as Statutory Auditor responsible for certifying sustainability information,
5. Appointment of Nexia as Statutory Auditor responsible for certifying sustainability information,
6. Authorisation granted to the Board of Directors, for a period of 18 months, to buy back shares in the Company under the mechanism set out in Article L. 22-10-62 of the French Commercial Code.

Extraordinary General Meeting

1. Delegation of authority granted to the Board of Directors, for a period of 26 months, to issue ordinary shares and/or securities granting access to share capital (of the Company or a Group company) and/or debt securities, with cancellation of preferential subscription rights, through an offering referred to in Section I of Article L. 411-2 of the French Monetary and Financial Code,
2. Delegation of authority granted to the Board of Directors, for a period of 26 months, to issue ordinary shares and/or securities granting access to share capital (of the Company or a Group company) and/or debt securities, with cancellation of preferential subscription rights, through a public offering (excluding offerings referred to in Section 1 of Article L. 411-2 of the French Monetary and Financial Code), and/or in consideration for securities as part of a public exchange offering,

Ordinary General Meeting

21. Powers to perform legal formalities.

1. Authorisation to increase the amount of issues,
2. Overall limit on the delegations provided for in the 15th and 16th resolutions of this General Meeting and the 18th and 20th resolutions of the General Meeting of 11 May 2023,
3. Delegation of authority granted to the Board of Directors to increase the share capital by issuing ordinary shares and/or securities granting access to share capital, with cancellation of preferential subscription rights, for members of a company savings plan pursuant to Articles L. 3332-18et seq. of the French Labour Code; duration of the delegation of authority, maximum par value amount of the share capital increase, issue price, ability to grant free shares pursuant to Article L. 3332-21 of the French Labour Code,
4. Amendment of Article 15 "Organisation of the Board of Directors" of the Articles of Association to raise the age limit for the Chairman of the Board of Directors

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2024 Combined General Meeting

General Meeting Procedures

General Meeting Procedures

The 2024 Axway Combined General Meeting will be held on Thursday, 16 May 2024, at 2.30 p.m. (UTC+2) at the Étoile Business Center, 21-25 rue Balzac, 75008 Paris.

General provisions

Any shareholder, irrespective of the number of shares owned, may participate in this General Meeting by providing simple proof of their identity and ownership of shares.

Preliminary formalities

Shareholders wishing to participate in the General Meeting, be represented or vote by post must provide proof of ownership of shares by no later than the second business day prior to the General Meeting, i.e. midnight (Paris time) on Tuesday,

14 May 2024:

• either by having shares held in registered securities accounts managed for the Company by its agent, Société Générale Securities Services (a certificate does not have to be provided),
• or by having their shares held in bearer securities accounts managed by an authorised intermediary which must provide a

certificate recording ownership of securities to be sent to Société Générale Securities Services, the centralising bank for the General Meeting, at the following address: Société Générale Securities Services, Service Assemblées, 32, rue du Champ-de-Tir, CS 30812, 44308 Nantes Cedex 03.

Voting rights: in accordance with Axway's Articles of Association, it should be noted that a double voting right is awarded to all fully paid-up shares that have been held in registered form for at least two years in the name of the same shareholder.

General Meeting procedures

Shareholders may participate in the General Meeting by:

• requesting an admission card to attend personally,
• voting by post,
• giving a proxy to the Chairman or any natural or legal person, chosen by the shareholder under the conditions set out in Article L. 225-106 of the French Commercial Code or without indicating a proxy-holder. It is noted that if a shareholder does

not name a proxy-holder in the proxy form, the Chairman of the General Meeting will vote in favour of resolutions submitted or approved by the Board of Directors, and against any other proposed resolutions.

Axway offers its shareholders the ability to perform these steps over the Internet using the Votaccess secure platform.

Shareholders wishing to attend the General Meeting in person may request an admission card as follows:

For registered shareholders:

• either by submitting the postal voting or proxy form using the prepaid envelope attached to this notice of meeting,
• or by logging in to the website,www.sharinbox.societegenerale.com, using their usual access codes to access the voting site (the shareholder may then choose to receive the admission card in printable electronic format or by post),
• or by attending the meeting directly and going to the welcome desk specially provided for this purpose on arrival with an identity document.

Shareholders that have been registered for at least one month on the date of issue of the notice of meeting will receive the meeting brochure accompanied by a postal voting or proxy form, unless they have elected to receive the notice of meeting electronically.

For bearer shareholders:

• either by logging in to the web portal of the institution managing their securities account, using their usual access codes, to access the Votaccess website, then following the on- screen instructions to print an admission card,
• or by asking the authorised intermediary managing their securities account to send them an admission card,.,
• in the latter case, if a shareholder has not received their admission card on Tuesday, 14 May 2024 (D-2), they must ask the institution managing their securities account to deliver an attendance certificate attesting to their status as a shareholder on the second business day prior to the General Meeting, i.e. midnight (Paris time) on Tuesday, 14 May 2024, to be admitted to the General Meeting.

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2024 Combined General Meeting

General Meeting Procedures

All shareholders must be able to provide proof of their identity in order to attend the General Meeting. Note that the attendance certificate is an exceptional means of shareholder participation, reserved for cases where the admission card has been lost or not received. The shareholder is not exempt from the obligation to return the completed participation form.

Accordingly, only attendance certificates duly established in accordance with the rules defined by the French Commercial Code, issued on the second business day preceding the General Meeting, i.e. midnight (Paris time) on Tuesday, 14 May 2024, will be accepted on the meeting day.

Shareholders not attending the General Meeting in person and wishing to vote by post or over the Internet, or be represented by granting a proxy to the Meeting Chairman, their spouse or another shareholder, or any natural or legal person of their choice in accordance with legal and regulatory provisions, in particular those provided for in Article L. 225-106-I and L. 22-10-39 of the French Commercial Code, may:

For registered shareholders:

• either return the postal voting or proxy form sent with the notice of meeting, using the prepaid envelope also attached to the meeting brochure,
• or vote electronically, by logging in to the website www.sharinbox.societegenerale.com.

For bearer shareholders:

• either request the form, by letter addressed to the intermediary with whom their shares are registered, from the notice of meeting date. This letter must be received by Société Générale, Service Assemblées, no later than six (6) days before the

General Meeting date, i.e. Friday, 10 May 2024. The postal voting or proxy form must be returned to the financial intermediary which will send it to Société Générale, Service Assemblées, 32, rue du Champ-de-TIR, CS 30812, 44308 Nantes Cedex 03,

• or vote electronically, by either logging in to the web portal of the institution managing their securities account, using their usual access codes, to access the Votaccess website (as described in point 4 below) no later than Wednesday, 15 May 2024 at 3 p.m.

To be taken into account, postal voting forms must be received by Société Générale Securities Services no later than three calendar days before the General Meeting, i.e. Monday, 13 May 2024. Note that any forms received by the Company after this date will not be taken into account.

It is recalled that any shareholder wishing to be represented must send their instructions to the issuer or its representative, the centralising bank Société Générale, using the postal proxy or voting form, indicating precisely their full contact details and those of their representative (first and last name and address). To be valid, proxies must be registered at least three (3) days before the date of the General Meeting, i.e. Monday, 13 May 2024 at the latest.

It is specified that if a shareholder grants a proxy without indicating a proxy-holder, the Chairman of the General Meeting will vote in accordance with Board of Directors' recommendations.

The procedure for removing a proxy is the same as the appointment procedure:

A shareholder may remove a proxy-holder, it being specified that this must be performed in writing, in accordance with the procedure specified above. To appoint a new proxy-holder after removing a previous proxy-holder, a shareholder must ask Société Générale (for registered shareholders) or their authorised intermediary (for bearer shareholders) to send a new proxy voting form. They must return this form, with the mention "Change of proxy-holder", to Société Générale, Service Assemblées, 32, rue du Champ-de-TIR, CS 30812, 44308 Nantes Cedex 03, at least three calendar days before the date of the General Meeting , i.e. 13 May 2024.

For pure and administered registered shareholders:

• by logging into thewww.sharinbox.societegenerale.comwebsite with their usual access codes. If a shareholder is no longer in possession of their username and/or password, they can follow the on-screen instructions to obtain them;

For bearer shareholders:

• either by logging in to the web portal of the institution managing their securities account to access the Votaccess website if the intermediary is connected to it,
• or by sending an email to their financial intermediary. This email must contain the following information: Company name, first and last name, address and bank details of the shareholder, as well as the first and last name and if possible address of the proxy-holder. The shareholder must ask their authorized intermediary to send written confirmation to Société Générale, Service Assemblées, 32, rue du Champ-de-TIR, CS 30812, 44308 Nantes Cedex 03.

For the appointment or dismissal of a proxy-holder notified electronically to be validly taken into account, confirmations must be received no later than the day before the General Meeting, i.e. Wednesday, 15 May 2024, at 3 p.m. (Paris time).

In accordance with the foregoing, proxies will not be accepted on the day of the General Meeting.

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