Shareholders’ Meeting

Requests to add items or draft resolutions to the agenda by shareholders satisfying the legal requirements must be sent, under the conditions set forth in Article R.225-73 of the French Commercial Code, to the Company’s registered office by registered letter with acknowledgement of receipt or by e-mail to the following address: assembleegenerale@axway.com.

The Company must receive them no later than the 25th calendar day preceding the General Meeting, i.e. no later than Sunday, 21 April 2024. These requests must be justified and accompanied by a certificate attesting to the recording of shares in a share account.

In order for items or draft resolutions submitted under the aforementioned conditions to be reviewed by the General Meeting, shareholders must send a new certificate attesting to the recording of shares in the same share account on the second business day prior to the General Meeting, i.e. midnight (Paris time) on Tuesday, 14 May 2024.

 These new items or draft resolutions will be added to the agenda of the General Meeting and brought to the attention of shareholders under the aforementioned conditions and published on the Company’s Investors website, https://investors.axway.com/en/shareholders-and-investors/shareholders-meeting in accordance with Article R.22-10-23 of the French Commercial Code.

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. Friday, May 10, 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.