Shareholders’ Meeting

Any shareholder may submit written questions to the Board of Directors.

To be taken into account, questions must be sent to the Chairman of the Board of Directors at the Company’s registered office by registered letter with acknowledgement of receipt or by e-mail to the following address: assembleegenerale@axway.com no later than the fourth working date preceding the date of the General Meeting, i.e. Thursday, 4 May 2023. These written questions must be accompanied by a certificate attesting to the recording of shares in a share account.

The written questions submitted and the answers to these questions will be read during the General Meeting and will also be published, as soon as possible, on the Shareholders’ Meeting page of the Company’s website:https://investors.axway.com/en/shareholders-and-investors/shareholders-meeting.

Any shareholder, regardless of the number of shares he/she owns, may participate in this general meeting upon proof of identity and ownership of his/her shares.

Shareholders may participate in the general meeting:

- either by attending in person,

- or by voting by mail,

- or by being represented by giving a proxy to the Chairman or to a third party.

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, 9 May 2023:
- 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.
 

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

REQUEST AN ADMISSION CARD BY POST
Registered shareholders must complete the form appended to this notice of meeting, specifying that they wish to participate in the General Meeting and obtain an admission card, and then return the form dated and signed using the prepaid envelope appended to this notice of meeting. Registered shareholders may also arrive at the venue of the General Meeting without any preliminary formalities.
Bearer shareholders must ask the authorised intermediary managing their securities account to send them an admission card. Bearer shareholders wishing to attend the General Meeting who have not received an admission card on the second business day prior to the General Meeting, i.e. at midnight (Paris time) on Tuesday, 9 May 2023, must present an attendance certificate issued by their authorised financial intermediary in accordance with regulations. Note that the attendance certificate is an exceptional means of participation and does not exempt shareholders from having to return the duly completed participation form.
All shareholders must be able to provide proof of their identity in order to attend the General Meeting.

REQUEST AN ADMISSION CARD ELECTRONICALLY
Registered shareholders may request an admission card on the VOTACCESS secure platform accessible from the website www.sharinbox.societegenerale.com.
Pure registered shareholders must log in to the Sharinbox website www.sharinbox.societegenerale.com using their usual access codes or login e-mail address (if they have already activated their Sharinbox account) and then the password already in their possession.
Managed registered shareholders must log in to the Sharinbox website www.sharinbox.societegenerale.com using the IDs that they will receive by post a few days prior to the opening of the voting process.
On the home page of the Sharinbox website, registered shareholders should follow the on-screen instructions to access the VOTACCESS platform where they can request an admission card on line.
Bearer shareholders must contact the institution managing their securities account to inquire whether or not it is connected to the VOTACCESS secure platform and, if necessary, whether this access is subject to specific conditions of use;
- if the institution is connected, shareholders should log in using their usual access codes to the web portal of the institution managing their securities account to access the VOTACCESS website, then follow the on-screen instructions to request an admission card;
- if the institution is not connected, or in the event the admission card is lost or not received in due time, shareholders may request an attendance certificate from the institution managing their securities on the second business day prior to the General Meeting, i.e. midnight (Paris time) on 9 May 2023. Note that the attendance certificate is an exceptional means of participation and does not exempt shareholders from having to return the duly completed participation form.

Axway recommends that its shareholders anticipate the steps they need to take in order to assert their rights as soon as possible and to use the VOTACCESS platform whenever possible.

VOTE OR GIVE A PROXY ONLINE USING THE VOTACCESS PLATFORM
Shareholders can submit their voting instructions and appoint or remove a proxy online prior to the General Meeting on the VOTACCESS secure platform or via the following website www.sharinbox.societegenerale.com for registered shareholders.

Pure registered shareholders must log in using their usual access codes or login e-mail address (if they have already activated their Sharinbox account) and then the password already in their possession.
Managed registered shareholders must log in to the Sharinbox site using the ID number and password that they will receive by post a few days prior to the opening of the voting process.
On the home page of the Sharinbox site, registered shareholders should follow the on-screen instructions to access the site’s VOTACCESS platform and vote or grant a proxy to the Chairman of the General Meeting or another individual of their choice.
Bearer shareholders must log in to the web portal of the institution managing their securities account using their usual access codes and then access the VOTACCESS service by following the on-screen instructions. They are asked to contact the institution to familiarise themselves with any specific conditions of use that it may have defined for this service.

VOTE OR GIVE A PROXY BY POST USING THE VOTING FORM
Shareholders wishing to vote by post or be represented by giving a proxy to the Chairman of the General Meeting or another individual of their choice are asked to follow the procedures below:
Registered shareholders must return the postal or proxy voting form appended to this notice of meeting, using the prepaid envelope appended to this notice of meeting.
Bearer shareholders must:
- request, as from the notice of meeting date, the postal voting or proxy form from the institution managing their securities account;
- return the completed voting or proxy form to the institution managing their securities account, which will enclose an attendance certificate and send it to Société Générale Securities Services - Service des Assemblées – CS 30812, 44308 Nantes Cedex 3.

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, 8 May 2023.

REQUESTS TO APPOINT OR REMOVE PROXIES
Shareholders having elected to be represented by a proxy of their choice may notify or remove this appointment:
- by sending by post to the institution managing their securities account the duly completed and signed form, which must be received by Société Générale Securities Services (Service Assemblée, CS 30812 -44308 Nantes Cedex 3) no later than Monday, 8 May 2023 to be taken into account; or
- electronically, by logging in to:
       - for registered shareholders, the website www.sharinbox.societegenerale.com,
      - for bearer shareholders, the web portal of the institution managing their securities account to access the VOTACCESS website, according to the methods described above,
Bearer shareholders wishing to appoint or remove a proxy and whose institution managing their securities account does not offer the VOTACCESS service for this General Meeting may e-mail the following address: assemblees.generales@sgss.socgen.com and enclose the duly completed and signed voting form together with a copy of their ID card (or an equivalent document for legal entity shareholders) and the attendance certificate issued by the institution managing their securities account, no later than 3 p.m. on Wednesday, 10 May 2023.
In accordance with the foregoing, proxies will not be accepted on the day of the General Meeting.
Written and signed proxies must indicate the last name, first name and address of the shareholder and those of the 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 proposed resolutions submitted or approved by the Board of Directors, and against any other proposed resolution.

When a shareholder has already voted by post or requested an admission card, they may not choose another method of participating in the General Meeting (pursuant to Article R. 225-85 of the French Commercial Code).

TRANSFER OF SHARES BY SHAREHOLDERS PRIOR TO THE GENERAL MEETING
Any shareholder who has already returned their postal voting or proxy form may transfer all or some of their shares until the date of the General Meeting. However, if the transfer takes place before the second business day prior to the General Meeting, i.e. midnight (Paris time) on Tuesday, 9 May 2023, the financial intermediary managing the securities account will notify Société Générale and provide the necessary items in order to cancel the vote or modify the number of shares and voting rights. No share transfers carried out after the second business day prior to the General Meeting, i.e. midnight (Paris time) on Tuesday, 9 May 2023, regardless of the method used, will be notified or taken into account, notwithstanding any agreement to the contrary.