Shareholders’ Meeting

2021 General Meeting

Axway's shareholders are hereby informed that they will be convened to the Combined General Meeting to be held on

Tuesday, 25 May 2021 at 2:30 p.m. (Paris time).

Due to the ongoing health crisis and in accordance with legal provisions and measures taken by the French government to slow the spread of the virus, the Chief Executive Officer, acting on the instructions of the Board of Directors, decided to hold the Combined General Meeting of Tuesday 25 May 2021 in closed session, without the physical presence of shareholders. No admission cards will therefore be issued.

Prior to the General Meeting, shareholders are therefore asked to exercise their rights by:

• voting remotely (by post or electronically), or where appropriate;
• giving a proxy to the Chairman of the General Meeting or a third party.

Axway recommends that shareholders exercise their voting rights as early as possible, without waiting until the final days, and favour the communication of all requests and documents by e-mail to the following address: assembleegenerale@axway.com.

Furthermore, as the General Meeting will be in closed session without the physical presence of shareholders, the latter will be unable to propose new resolutions or changes to draft resolutions during the Meeting.

All of the terms and conditions relating to the exercise of your shareholder rights are detailed on this page, in the notice of the meeting to be published on Friday 7 May 2021, in the notice brochure, and on the Company’s Investors website.

Sopra GMT, represented by Christophe Bastelica, and Sopra Steria Group, represented by Étienne du Vignaux, the shareholders with the largest number of votes, were appointed as vote-tellers for the General Meeting. 

As of 19 April 2021, the total number of shares comprising the share capital of Axway Software was 21,520,247 shares. The total number of voting rights, including shares without voting rights, is 36,296,636. The total number of exercisable voting rights is 36,294,454.

Preliminary formalities

Pursuant to Article R. 22-10-28 of the French Commercial Code (Code de commerce), only shareholders who have proven their status by registering their shares in their own name or in the name of the intermediary registered on their behalf may participate or vote at the General Meeting. Voting, which may only take place prior to the General Meeting, is still reserved for those shareholders who can prove their status. To prove their status and exercise their voting rights, shareholders must send to CIC - Service Assemblées Générales – 6, avenue de Provence, 75009 Paris – or e-mail to serviceproxy@cic.fr, in addition to their voting form, an attendance certificate issued by the financial intermediary managing their securities account, no later than the second business day prior to the General Meeting, i.e. midnight, Paris time, on Friday 21 May 2021.

Voting right

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.

Express your choice

To vote prior to the General Meeting, shareholders must choose one of the following options:

1. vote or give a proxy online using the VOTACCESS platform;
2. vote or give a proxy by post using the form appended to the notice of meeting brochure.

Axway recommends that shareholders do not wait until the last moment to express their choice and favour, where possible, the VOTACCESS platform or the CIC’s Shareholders’ Meetings service by e-mail in accordance with the procedures set out below.

By derogation from Article R. 22-10-28 III of the French Commercial Code and in accordance with Article 7 of Decree 2020-418 of 10 April 2020 (extended by Decree 2020-1614 of 18 December 2020), it should be noted that any shareholder who has already remotely cast his/her vote, given a proxy or requested his/her admission card or an attendance certificate may opt for a different method of participating at the General Meeting provided that his/her corresponding instructions are received by the Company within a time period compatible with the provisions in Article R. 225-77 paragraph 1 and Article R. 225-80 of the French Commercial Code (as amended by Decree 2020-418 of 10 April 2020).

Vote or give a proxy online using the VOTACCESS platform

Registered shareholders can submit their voting instructions and appoint or remove a proxy online prior to the General Meeting on the VOTACCESS secure platform. The VOTACCESS platform is accessible from the Axway Investors website or at the following address:  www.actionnaire.cic-marketsolutions.eu.

Pure registered shareholders must log in using their usual access codes. Administered registered shareholders will receive a letter with their ID number and password.

Any shareholder who has lost his/her ID number and/or password can directly contact the CIC’s Shareholders’ Meetings Service at: +33 (0)1 53 48 80 10.

Bearer shareholders must log into the web portal of the institution managing their securities account using their usual codes to 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.

The VOTACCESS platform will be open from Friday 7 May
to 3 p.m., Paris time, on Monday 24 May 2021.

Online appointments or removals of proxies: for online appointments or removals of proxies to be taken into account, formalities must be completed no later than four calendar days prior to the General Meeting, i.e. midnight, Paris time, on Friday 21 May 2021. Any other requests or notifications regarding different matters may not be taken into account and/or processed. The appointed proxy may vote by post by returning the postal voting form in accordance with the procedures set out below.

VOTACCESS   

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 brochure to the following address: CIC – Service Assemblées Générales – 6, avenue de Provence, 75009 Paris or e-mail it to serviceproxy@cic.fr.

Bearer shareholders must:

1. request, as from the notice of meeting date, the postal or proxy voting form from the institution managing their securities account;
2. return the completed voting form to the institution managing their securities account which will enclose an attendance certificate and send it to CIC – Service Assemblées Générales – 6, avenue de Provence, 75009 Paris – or e-mail it to: serviceproxy@cic.fr.

To be taken into account, postal voting forms must be received by CIC, at the above postal or e-mail address, no later than three calendar days prior to the General Meeting, i.e. at midnight, Paris time, on Saturday 22 May 2021.

Requests to appoint or remove proxies

To be taken into account, appointments and removals of proxies must be e-mailed to serviceproxy@cic.fr. This e-mail must contain the following information: name of the Company
(Axway Software), date of the General Meeting (Tuesday 25 May 2021), first name, last name, address and bank details of the shareholder as well as the first name, last name and, if possible, the address of the proxy.

In addition, bearer shareholders must ask the financial intermediary managing their securities account to send written confirmation to CIC – Service Assemblées Générales –6, avenue de Provence, 75009 Paris.
Pursuant to Article 6 of Decree 2020-418 of 10 April 2020 (extended by Decree 2020-1614 of 18 December 2020), proxy appointments or removals with mention of the proxy may be received no later than four calendar days prior to the date of the General Meeting, i.e. no later than midnight, Paris time, on Friday 21 May 2021.
The proxy must send his/her voting instructions, within the same time period, i.e. up to the fourth day prior to the date of the General Meeting, to CIC using the postal voting form appended to the notice of meeting brochure and by e-mail to the following address: serviceproxy@cic.fr.

Transfer of shares by shareholders prior to the General Meeting

Any shareholder who has already returned his/her postal or proxy voting form may transfer all or some of his/her 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 Friday 21 May 2021, the financial intermediary managing the securities account will notify CIC of the transfer 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 Friday 21 May 2021, regardless of the method used, will be notified or taken into account, notwithstanding any agreement to the contrary.

Methods of exercising the option to submit written questions

Prior to the General Meeting
Shareholders 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 email to the following address: assembleegenerale@axway.com 
By derogation from Article R. 225-84, paragraph 1, of the French Commercial Code and in accordance with Article 8 of Decree 2020-1614 of 18 December 2020 (extended by Decree 2021-255 of 9 March 2021), to be taken into account, questions must be received before the close of the second business day prior to the date of the General Meeting, i.e. before midnight, Paris time, on Friday 21 May 2021. 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. 
They will also be published, as soon as possible, and within five business days of the General Meeting at the latest, i.e. 1 June 2021, on this page. 

During the live stream of the General Meeting
Shareholders who have registered in time for the live stream of the General Meeting will be able to submit questions during the meeting.

Furthermore, a full replay of the General Meeting will be available after the meeting on this page.

Useful documents and links for the 2021 Combined General Meeting